Amplitude, Inc. Technology Partner Agreement

“APIs” means the application program interfaces and supporting documentation made generally available to Partner.

“Amplitude Product Documentation” means the technical documentation regarding the Services accessible via and generally made available to customers, system integrators, developers and other third parties to facilitate development work related to the Services as well as the documentation related to Amplitude Services provided by Amplitude to Partner in connection with this Agreement and may include without limitation a user guide.

“Amplitude Services” means the Services including APIs, SDKs, or other software-as-a-service products provided by Amplitude to Partner for Integration.

“Integration” means integrations from the Services to the Partner’s Products.

“Intellectual Property” means patents, trademarks, copyright and trade secrets.

“Mark” means each of the trademarks, service marks, logos, name graphics, trade names, trade dress, slogans and other similar devices owned by a party.

“Marketing Materials” means marketing materials, graphics and other materials in paper or electronic format relating to each party’s respective products and/or services and includes the Amplitude Product Documentation.

“Non-Amplitude Application” means a software application functionality that is provided by Partner or a third party and interoperates with a Service.

“Partner’s Products” means the products and or services provided to Partner’s customers by Partner and for which the parties desire Partner to create the Integration.

“SDK” means software development kit

“SDK Materials” means Amplitude-provided, proprietary, non-open sourced SDK materials and user documentation, in all forms, relating to the Amplitude Services (e.g., user manuals, on-line help files).

2.1 - Amplitude Obligations

Subject to the terms and conditions of this Agreement, Amplitude will provide and make available under a license to Partner each of Amplitude Product Documentation, Marketing Materials, APIs, SDK’s and SDK Materials that are necessary to facilitate Partner’s integration of the Amplitude Services.

2.2 - Partner Obligations

a. Development. Partner will devote such resources and undertake such development work as may be necessary to integrate the Amplitude Services with Partner’s Products within sixty (60) days of the effective date of this Agreement, including the development of written documentation regarding the functionality and other relevant aspects of the Integration. In the event Partner makes any updates or enhancements to the Integration, Partner shall update its written documentation regarding the functionality and other relevant aspects of the Integration.

b. Support. Partner will continue to support the Integration to ensure the continued efficacy of the Integration for the greater of one year after the term of this Agreement or such other duration agreed by the parties in writing. Partner will also be responsible for all customer service for its products or services, and Amplitude will refer questions relating to Partner’s products or services to Partner.

c. Marketing. In Partner’s discretion, Partner may market and promote the Amplitude Services to its customers, provided, that such marketing and promotion shall (i) be consistent with the Amplitude Product Documentation and any SDK Materials or other information provided by Amplitude with respect to same, (ii) otherwise accurately portray the Services and (iii) be in compliance with all applicable laws. Additional marketing activities may be agreed by the parties in writing.

Except as otherwise agreed by the parties in writing , no party will owe any compensation to the other in connection with this Agreement.

4.1 - Intellectual Property Ownership

Except as specifically set forth herein, each party shall retain all intellectual property rights in its intellectual property and for any works or materials which it creates in connection with this Agreement. Except as explicitly licensed herein, this Agreement does not transfer any intellectual property rights between the Parties. For clarification purposes (i) Partner retains all right, title and interest in the Partner’s Products and (ii) Amplitude retains all right, title and interest in and to its products and services, including without limitation the Amplitude Services, Amplitude Product Documentation, Marketing Materials, APIs, SDKs, and SDK Materials and all improvements and modifications thereto and all derivative works thereof. Other than as expressly set forth in this Agreement, no license or other rights in or to a party’s products, services or intellectual property is granted, and all such licenses and rights are hereby expressly reserved.

4.2 - Amplitude Licenses

Subject to the terms of this Agreement, Amplitude grants Partner a worldwide, non-exclusive license to use those APIs, Amplitude Product Documentation, SDK and SDK Materials as may be necessary to integrate the Amplitude Services with Partner’s Products in connection with this Agreement.

4.3 - Partner Licenses

Subject to the terms of this Agreement, Partner grants Amplitude a perpetual, worldwide, transferable, non-exclusive license, together with the right to sublicense, to use, distribute (directly and indirectly), modify, extend, and make derivative works from the Integration, solely in connection with enabling customers to use the Services as integrated with Partner’s Products, including without limitation as necessary to certify the Integration, to support or facilitate Partner’s Integration with, and delivery of Partner’s Products via the Services and to make the Integration publicly available. Nothing herein shall permit Amplitude to sell or license the Integration for any fee.

4.4 - Mark Usage Rights

During the term of this Agreement, each party may display and use the Marks of the other party to promote the Partner on the Amplitude website or the Amplitude Partner Program, or as otherwise authorized by this Agreement. Each party’s use of the other party’s Marks shall be in accordance with any usage guidelines that may be established and communicated by the other party. No other use of a party’s Marks is authorized. Each party agrees that the other party is the owner of its Marks and all goodwill attaching thereto.

4.5 - Feedback

Partner grants to Amplitude and its affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Amplitude Services any suggestion, enhancement, recommendation, correction or other feedback provided by Partner relating to the Amplitude Partner Program or the Amplitude Services.

5.1 - Confidential Information

As used herein, “Confidential Information” means any and all information that is disclosed by either party to the other party, either directly or indirectly, in writing, orally or by inspection of tangible objects, which if disclosed in writing or tangible form is marked as “Confidential,” or with some similar designation, or that should otherwise be reasonably understood to be confidential in light of the nature of the information and the circumstances surrounding disclosure. Confidential Information does not include information that: (i) is or becomes generally known to the public through no fault of or breach of this Agreement by the receiving party; (ii) is rightfully known by the receiving party at the time of disclosure without an obligation of confidentiality; (iii) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information; or (iv) the receiving party rightfully obtains from a third party without restriction on use or disclosure.

5.2 - Use and Disclosure Restrictions

Each party shall not use the other party’s Confidential Information except as necessary to exercise its rights or perform its obligations under this Agreement. Except as otherwise permitted expressly by this Agreement, each party shall not disclose the other party’s Confidential Information to any third party except to those of its employees, and contractors that need to know such Confidential Information for the purposes of this Agreement, provided that each such employee and contractor is subject to a written agreement that includes binding use and disclosure restrictions that are at least as protective of Confidential Information as those set forth herein. Each party will use all reasonable efforts to maintain the confidentiality of all Confidential Information of the other party in its possession or control, but in no event less than the efforts that party ordinarily uses with respect to its own proprietary information of similar nature and importance. The foregoing obligations will not restrict either party from disclosing Confidential Information of the other party: (i) pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that the party required to make such a disclosure gives reasonable notice to the other party to contest such order or requirement or (ii) on an as-needed, confidential basis to its legal or financial advisors.

6.1 - Term

This Agreement shall commence as of the date that Partner accepts or agrees to this Agreement and shall remain in force until terminated as provided herein.

6.2 - Termination

Either party may terminate this Agreement at any time for convenience upon not less than sixty (60) days prior written notice to the other party. Additionally, either party has the right to terminate this Agreement upon written notice to the other party if the other party: (i) is in default of any obligation hereunder which default is incapable of being cured, or which, being capable of being cured, has not been cured within 10 days after receipt of written notice of such default or (ii) becomes insolvent, makes a general assignment for the benefit of creditors, suffers or permits the appointment of a receiver for its business or assets, becomes subject to any proceeding under any bankruptcy or insolvency law whether domestic or foreign, or has been liquidated, voluntarily or otherwise.

6.3 - Effects of Termination

Upon termination of this Agreement, each party’s rights to use the other party’s Marks under this Agreement shall immediately cease and, within ten (10) days of such termination or expiration, each party shall return to the other party or destroy any Confidential Information of the other party which is then in its possession. The termination of this Agreement shall not relieve a party of its outstanding obligations in connection with this Agreement, and all terms that should be expected to survive termination of this Agreement shall survive.

7.1

Each party (“the First Party”) shall be liable for and indemnify the other and its Each party (“the First Party”) shall be liable for and indemnify the other and its affiliates and their respective directors, officers, employees and contractors (collectively, “the Second Party”) against any liability, loss, claim, damage, proceedings and costs whatsoever arising out of any actual or suspected infringement of any Intellectual Property of a third party (an “Intellectual Property Infringement”) as a result of the Second Party’s use of the Intellectual Property of the First Party in relation to this Agreement, provided that the Second Party

(a) gives the First Party the sole conduct of the defense to any claim or action in respect of the Intellectual Property Infringement and does not at any time admit liability or otherwise settle or compromise or attempt to settle or compromise the said claim or action except upon the express instructions of the First Party; and

(b) acts in accordance with the reasonable instructions of the First Party and gives the First Party such assistance as it shall reasonably require in respect of the conduct of such defense.

7.2

Notwithstanding the provision in Section 7.1, the First Party’s liability to indemnify the Second Party shall cease in respect of continuing use by the Second Party of the Intellectual Property of the First Party which is the subject of the Intellectual Property Infringement following either:

(a) notification (which shall be given promptly) by the First Party to the Second Party that the Intellectual Property of the First Party is actually or is believed by the First Party to be the subject of an Intellectual Property Infringement; or

(b) the Second Party becoming aware that the Intellectual Property of the First Party is the subject of an Intellectual Property Infringement; except where the First Party agrees or insists that the Second Party shall continue to use the Intellectual Property of the First Party which is the subject of the Intellectual Property Infringement.

8.1 - LIMITATION OF DAMAGES

NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY HEREUNDER OR ANY THIRD PARTY FOR ANY PUNITIVE, INCIDENTAL, INDIRECT, SPECIAL, RELIANCE OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOST BUSINESS, REVENUE, OR ANTICIPATED PROFITS, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), OR OTHERWISE, AND WHETHER OR NOT THE PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES.

8.2 - LIMITATION OF LIABILITY

EXCEPT FOR INDEMNIFICATION OBLIGATION, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY OR DAMAGES UNDER THE AGREEMENT EXCEED THE TOTAL FEES PAID HEREUNDER, REGARDLESS OF WHETHER ANY REMEDY SPECIFIED IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE.

AMPLITUDE DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO ANY APIs, SDKs, SDK MATERIALS, AMPLITUDE PRODUCT DOCUMENTATION, OR AMPLITUDE SERVICES FURNISHED TO PARTNER OR TO A THIRD PARTY PURSUANT TO THIS AGREEMENT.

10.1 - Independent Contractors

Amplitude and Partner are strictly independent contractors and shall so represent themselves to all third parties. Neither party has the right to bind the other in any manner whatsoever and nothing in this Agreement shall be interpreted to make either party the agent or legal representative of the other or to make the parties joint venturers.

10.2 - Conduct of Business

Each party agrees to: (i) conduct business in a manner that reflects favorably at all times on the other party and protects the name, goodwill, and reputation of the other party and, (ii) to comply with all statutes, regulations, rules, ordinances and orders of any governmental body, department or agency, which apply to or result from its obligations under this Agreement. Partner agrees: (i) to refrain from making any statements with respect to the specifications, features, capabilities or other characteristics of the Services that are inconsistent with the technical documentation published by Amplitude; and (ii) to make no representations, warranties or guarantees regarding the Services that are inconsistent with or expand the scope of any warranties, or that limit the scope of, or conflict with, the warranty disclaimers contained in Amplitude’s standard contract documentation.

10.3 - U.S. Foreign Corrupt Practices Act and U.K. Bribery Act

Amplitude and Partner each represent and warrant to the other: (i) that it is aware of all anti-corruption legislation that applies to this Agreement and in particular the US Foreign Corrupt Practices Act 1977 and the U.K. Bribery Act 2010; (ii) it has implemented rules and procedures that enable it to comply with this legislation and adapt to any future amendments thereto; (iii) it has implemented appropriate rules, systems, procedures and controls for preventing the commission of corrupt acts, either by itself or its staff, and for ensuring that any evidence or suspicion of the commission of a corrupt act will be thoroughly investigated, and unless prohibited by confidentiality or law, reported to the other party; (iv) its records relating to its business, including accounting documents, are maintained and kept to ensure their accuracy and integrity; and (v) it has not made, offered, received, or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of the other party’s employees or agents in connection with this Agreement (reasonable gifts and entertainment provided in the ordinary course of business do not violate this restriction).

10.4 - Assignment

Neither party may assign this Agreement without the other party’s prior written consent which shall not be unreasonably withheld, provided that either party may, upon written notice to the other party, assign this Agreement in connection with the sale of substantially all of its business assets. Subject to the foregoing, this Agreement will inure to the benefit of and shall be binding on the parties’ permitted assignees, transferees and successors.

10.5 - Governing Law

This Agreement shall be governed by, and construed in accordance with, the laws of the State of California, without reference to conflicts of laws principles. The parties agree that the federal and state courts in San Francisco, California will have exclusive jurisdiction and venue under this Agreement, and the parties hereby agree to submit to such jurisdiction exclusively.

10.6 - Severability; Counterparts

If any provision, or portion thereof, of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable, such determination will not impair or affect the validity, legality, or enforceability of the remaining provisions of this Agreement, and each provision, or portion thereof, is hereby declared to be separate, severable, and distinct.

10.7 - Entire Agreement

This Agreement constitutes the complete, final and exclusive agreement between the parties with respect to the subject matter herein and supersedes any and all prior or contemporaneous oral or written representations, understandings, agreements or communications between them concerning the subject matter. Nothing contained in any purchase order, order acceptance form or other similar document shall in any way modify this Agreement or add any additional provisions to this Agreement.

10.8 - Waiver

A waiver of any provision of this Agreement will only be valid if provided in writing and will only be applicable to the specific incident and occurrence so waived. The failure by either party to insist upon the strict performance of this Agreement, or to exercise any term hereof, will not act as a waiver of any right, promise or term, which will continue in full force and effect.

10.9 - Force Majeure

A party is not liable for non-performance of this Agreement if the non-performance is caused by events or conditions beyond that party's control and the party gives prompt notice and makes all reasonable efforts to perform.

10.10 - Notices

ny notice under the Agreement must be given in writing. Amplitude may provide notice to Partner through the email address in Partner’s account. Partner agrees that email communication will satisfy any applicable legal communication requirements, including that such communications be in writing. All notices under the Agreement will be deemed given immediately upon delivery, if transmitted by email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service or by courier; or upon receipt. Notices to Amplitude must be sent to the following address: Amplitude, Inc., 201 Third Street, Suite 200, San Francisco, CA 94103, Attn: Legal or .

10.11 - Non-Exclusive

This Agreement is non-exclusive and nothing in this Agreement may be deemed to prohibit either party from entering into any alliance, partner, referral, resale, customer or other agreement with any party anywhere in the world either during or after the Term.

10.12 - Export Compliance

Partner represents that it is not named on any U.S. government denied-parties list. Partner will not access or use the APIs, Amplitude Product Documentation, SDK, SDK Materials or Amplitude Confidential Information in a U.S.-embargoed country or region or in violation of any U.S. export law or government regulation.

10.13 - Expenses

Unless otherwise agreed to in writing by the parties, each party shall be responsible for its own costs associated with the performance of this Agreement.

10.14 - Execution

This Agreement may be executed in counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same instrument.

10.15 - Change of Terms

Amplitude may modify the terms and conditions of this Agreement from time to time, upon at least 30 days’ prior written notice to Partner. Amplitude will post updated versions on Amplitude website.