Effective Date: August 14, 2026
1. SCOPE AND DESIGNATION
1.1. Applicability.
These Integration Partner Terms ("Integration Terms") apply to Technology Partners who have been designated by the Provider as "Certified," "Premier," "Strategic," or "Verified" Integration Partners (collectively, "Integration Partners"). These Terms are in addition to the standard Technology Partner Terms (Document 4.5). In the event of a conflict, these Integration Terms control.
1.2. Purpose.
The purpose of this Agreement is to ensure high standards of reliability, interoperability, security, and support for integrations that are officially promoted, listed, or recommended by the Platform.
1.3. Infrastructure Role.
The Provider supplies API infrastructure to enable interoperability between systems. Integration Partner acknowledges that the Provider is not responsible for the design, operation, uptime, security, or behavior of the Partner App.
1.4. Key Definition: Platform Integrity.
"Platform Integrity" means the security, stability, legal compliance, performance, reputation, and economic sustainability of the Platform. This term is used throughout these Terms as the objective standard for enforcement actions.
2. CERTIFICATION AND MAINTENANCE
2.1. Certification Standards.
To maintain Integration Partner status, the Partner App must pass the Provider’s technical review ("Certification"), which may include:
(a) Security Review: Penetration testing, architecture audit, or credential-handling analysis.
(b) Performance Benchmarking: Verifying API efficiency, retry behavior, and rate limit adherence.
(c) UX Alignment: Ensuring the integration flow matches Platform design guidelines.
(d) Privacy Controls: Verification of lawful data handling practices and user consent flows.
The Provider reserves the right to revoke Certification if the Partner App fails to maintain these standards.
2.2. Mandatory Maintenance (The "Anti-Rot" Clause).
Integration Partner agrees to maintain the Partner App in good working order.
(a) Version Parity: You must update your integration to support the latest major version of the Platform API within ninety (90) days of its general release, unless otherwise approved in writing.
(b) Deprecation Adherence: You must remove usage of deprecated endpoints before their scheduled sunset date.
(c) Bug Fix SLA: You agree to patch critical bugs affecting data integrity, authentication, privacy, or security within seventy-two (72) hours of discovery.
(d) Operational Ownership: Abandoned, insecure, or materially degraded integrations may be restricted, hidden from directories, disabled, or removed without prior notice.
2.3. Breaking Changes & Stability.
You may not push updates to the Partner App that fundamentally alter the data flow, permission scope, authentication behavior, or user experience without providing at least thirty (30) days' prior notice to mutual customers. Silent breaking changes are grounds for immediate decertification. Where commercially reasonable, Integration Partner should implement backward compatibility, version pinning, migration tooling, and clear changelogs.
3. SUPPORT AND INCIDENT MANAGEMENT
3.1. Responsibility Assignment.
Integration Partner is solely responsible for Level 1 and Level 2 support regarding the Partner App. You may not direct users to the Provider’s support team for issues originating in your code, your API consumption, your infrastructure, or your data mapping logic.
3.2. Warm Handoff Protocol.
Where a customer issue involves both platforms, the parties agree to a "Warm Handoff" procedure.
(a) No Finger Pointing: You will not attribute fault to the Platform without reasonable technical evidence.
(b) Collaboration: You agree to provide the Provider’s engineering team with logs, telemetry, or reproduction steps necessary to diagnose cross-platform issues.
3.3. Incident Notification.
If the Partner App experiences an outage affecting more than five percent (5%) of mutual customers, you must notify the Provider’s Partner Manager within one (1) hour and provide an estimated time to resolution (ETR).
4. MARKETING AND TRADEMARKS
4.1. "Certified" Badge Usage.
Subject to compliance with these Terms, the Provider grants Integration Partner a limited, non-exclusive, revocable license to display the "Certified Integration" (or equivalent) badge on marketing materials.
(a) Revocation: You must immediately cease using the badge if your Certification is revoked or expires.
(b) Misrepresentation: You may not imply that the Provider owns, acquired, exclusively endorses, or guarantees your company or product.
4.2. Directory Listing.
The Provider may list the Partner App in the "Verified" section of the Marketplace. The Provider retains sole discretion over ranking, search placement, category assignment, and visibility.
4.3. Reciprocal Marketing License.
Integration Partner grants the Provider a limited, non-exclusive, royalty-free license to use Partner’s name, logo, and screenshots to identify the integration in the Marketplace, documentation, and marketing materials (e.g., "Integrates with [Partner Name]").
5. DATA INTEGRITY AND SECURITY
5.1. Data Consistency (The "Split Brain" Ban).
Integration Partner agrees to use commercially reasonable efforts to ensure data consistency between the Platform and the Partner App.
(a) Sync Conflicts: You must implement logic to handle data synchronization conflicts (e.g., "Platform Wins" or "Last Write Wins") to prevent corruption.
(b) Idempotency: Your integration must handle webhooks, retries, and asynchronous events idempotently to avoid duplicate records.
5.2. Enhanced Security Audit.
Integration Partners dealing with sensitive data (including personal data, authentication data, or financial information) agree to submit to an annual security questionnaire or third-party audit (e.g., SOC 2 Type II) upon request. Failure to demonstrate adequate controls is grounds for immediate suspension.
5.3. Credential Security.
Integration Partner is solely responsible for safeguarding API keys, tokens, and secrets. Compromised credentials must be rotated immediately, and the Provider must be notified without undue delay.
5.4. Data Protection Role.
Unless otherwise agreed in writing, each party acts as an independent data controller and neither party shall be considered a processor of the other. Integration Partner is responsible for lawful processing, transparency obligations, cross-border transfer compliance, and fulfillment of data subject rights.
5.5. Insurance Requirement.
Integration Partner shall maintain commercially reasonable insurance coverage, including technology errors and omissions (E&O) and cyber liability insurance, in amounts appropriate to the nature and risk of the integration. Upon reasonable request, Partner shall provide proof of such coverage. The Provider may require increased coverage based on transaction volume, risk category, or regulatory exposure. Failure to maintain adequate insurance may result in suspension or decertification.
5.6. Security Incident Notification.
Integration Partner must notify the Provider of any confirmed or reasonably suspected security incident affecting Platform data within twenty-four (24) hours of discovery and shall provide ongoing updates until resolution.
5.7. Subprocessors.
Integration Partner shall remain fully liable for the acts and omissions of any subprocessors, contractors, or infrastructure providers used in connection with the Partner App.
5.8. Regulatory Cooperation.
Integration Partner agrees to provide reasonable assistance and timely cooperation where the Provider is required to respond to lawful regulatory requests, court orders, government inquiries, or supervisory authority investigations relating to the Partner App or integration. Failure to cooperate may result in immediate suspension or decertification.
5.9. Designated Security Contact.
Integration Partner shall maintain an active security contact available for urgent incident coordination and shall keep such contact information current within the Partner dashboard or by written notice.
6. COMMERCIAL TERMS (OPTIONAL)
6.1. Referral and Revenue Share.
If the Integration Partner participates in a revenue-share, referral, or co-selling program, such terms shall be governed exclusively by a separate Commercial Addendum. These Integration Terms apply strictly to the technical and operational relationship.
6.2. API Fees.
Certain API capabilities may require paid plans or usage-based billing. The Provider reserves the right to introduce, modify, or adjust pricing with reasonable notice. Continued use of the API constitutes acceptance of such fees.
7. TERMINATION AND DECERTIFICATION
7.1. Decertification Rights.
The Provider may revoke "Certified" status and downgrade the Partner to standard Technology Partner status at any time if:
(a) The Partner App falls below performance standards (e.g., excessive API errors).
(b) The Partner fails to support current API versions.
(c) The Partner engages in "Vampire Integration" tactics (replicating core platform features).
(d) Security risks, legal exposure, or repeated operational failures are detected.
7.2. Effect of Decertification.
Upon decertification, the Partner must:
(a) Remove all "Certified" badges from their website and materials.
(b) Notify mutual customers that the integration is no longer officially verified.
(c) Cease representing the integration as certified or endorsed.
(d) Lose access to Premier Support channels, partner tooling, and Sandbox environments.
7.3. Suspension Authority.
The Provider may immediately suspend API access where reasonably necessary to protect Platform stability, prevent abuse, respond to security threats, comply with legal obligations, or mitigate financial risk.
7.4. Transition Period (Wind-Down).
In the event of voluntary termination by the Partner, Partner agrees to provide at least thirty (30) days' notice to the Provider and mutual customers to allow for an orderly migration or backup of data, unless immediate termination is required for security reasons.
7.5. Emergency Technical Measures (Kill Switch).
Integration Partner acknowledges that emergency technical controls are a fundamental condition of API access.
(a) Right to Action: The Provider may immediately revoke credentials, disable API tokens, block traffic, or restrict integration functionality without prior notice where reasonably necessary to protect Platform Integrity, legal compliance, or user data.
(b) No Liability: Actions taken in good faith and in furtherance of Platform Integrity shall not create liability for the Provider, including where such actions result in temporary service disruption, data unavailability, or commercial impact.
8. GENERAL
8.1. No Exclusivity.
Certification does not grant exclusivity. The Provider reserves the right to certify, build, acquire, or promote competing integrations.
8.2. Independent Development.
The Provider reserves the right to develop features that compete directly with the Integration Partner’s core product. Integration Partner acknowledges that the Provider’s roadmap is independent and confidential.
8.3. Platform Evolution.
The Provider reserves the right to modify APIs, SDKs, authentication methods, technical requirements, and integration standards at any time in furtherance of Platform Integrity, security, legal compliance, or product development.
8.4. Permitted Use.
The API may only be used for lawful integrations that enhance interoperability with the Platform. Integration Partners may not reverse engineer the Platform, circumvent billing mechanisms, resell API access without authorization, abuse infrastructure, or enable unlawful file distribution.
8.5. Rate Limits and Fair Use.
API usage is subject to technical controls including rate limits, concurrency thresholds, and payload restrictions. The Provider may throttle traffic, require remediation, mandate plan upgrades, or apply surcharges to protect infrastructure. Repeated or intentional circumvention of rate limits constitutes a material breach of these Terms.
8.6. Service Availability (No SLA).
The API is provided on an "as available" basis without guarantees of uninterrupted availability. Integration Partners are responsible for implementing retry logic, failover strategies, and graceful degradation. The Provider does not guarantee backward compatibility of the API. Certification does not create any service level agreement (SLA) unless expressly set forth in a separate written contract.
8.7. Prohibited Integrations.
The API may not be used in connection with malware ecosystems, spam operations, fraud schemes, intellectual property infringement, illegal marketplaces, harassment platforms, or sanctioned activities. Access may be revoked immediately.
8.8. Liability Limitation (The Cap).
To the maximum extent permitted by law, the Provider shall not be liable for integration failures, lost profits, indirect damages, data corruption caused by Partner systems, or security incidents originating within Partner infrastructure.
The Provider's total aggregate liability arising out of or related to these Integration Terms shall not exceed the greater of (a) the fees actually paid by Integration Partner to the Provider in the twelve (12) months preceding the claim, or (b) €100.00.
8.9. Indemnification.
Integration Partner agrees to defend, indemnify, and hold harmless the Provider from any claims arising out of the Partner App, violations of law, intellectual property disputes, API misuse, or security breaches.
8.10. Monitoring and Audit Rights.
The Provider may monitor integrations and request documentation, architecture details, traffic explanations, security artifacts, or remediation plans to verify compliance with these Terms.
8.11. Survival.
Any provisions that by their nature should survive termination — including liability limitations, indemnification, data protection obligations, and confidentiality — shall remain in effect.
8.12. Hierarchy.
Where a separately executed Integration Agreement exists, that agreement shall control in the event of inconsistency with these Terms. Otherwise, these Terms supplement the Technology Partner Terms (4.5) and Master Terms.
8.13. Non-Circumvention.
Integration Partner may not use the API or technical access to replicate the Platform, build a competing service derived primarily from Platform functionality, or solicit Platform customers for a competing product.