NetSuite Developer Program Agreement
Access to the integration documents contained on this site is contingent upon acceptance of the following legal agreement.

This Agreement (the "Agreement") concerns your access to and use of the NetSuite, Inc. ("NetSuite") smbXML, System-to-System, Single Signon and Web Store Developer Kit (WSDK) integration technologies (collectively, the "Integration Technologies"), and associated white papers, FAQs, DTDs, utilities, online community (such as announcements, forums and chat lists) and related documentation provided by NetSuite, and any related materials or documentation made available in any software development kit or otherwise, and any error corrections, updates, or new releases that NetSuite elects, in its sole discretion, to make available (collectively, the "Integration Materials"). For purposes of this Agreement, "you" and "your" refer to the person entering into this Agreement, the entity on behalf of which that person agrees, and any employees, agents, or subcontractors of such entities who access and use the Integration Materials.

BY CLICKING "I AGREE", YOU AGREE TO COMPLY WITH THIS AGREEMENT. IF YOU DO NOT AGREE, DO NOT CLICK "I AGREE" AND DO NOT USE ANY OF THE INTEGRATION MATERIALS.

1) Integration Materials License:
Subject to your compliance with this Agreement, NetSuite hereby grants you a non-exclusive, non-transferable, royalty free license to copy and use the Integration Materials solely for the purpose of evaluating the Integration Technologies for use by your products and services in connection with NetSuite-designated U.S. versions of NetSuite's web software (as so used, such products and services are hereafter "Licensed Products").

2) Restrictions:
You may not (1) use the Integration Materials to design or develop anything other than Licensed Products; (2) make any more copies of the Integration Materials than are reasonably necessary for the authorized use and backup and archival purposes; (3) modify, create derivative works of, reverse engineer, reverse compile, or disassemble the Integration Materials; (4) distribute, sell, lease, rent, lend, or sublicense any part of the Integration Materials to any third party; (5) upload or otherwise transmit any material containing software viruses or other computer code, files or programs designed to interrupt, destroy, or limit the functionality of any software or hardware.
You must include all copyright and other proprietary rights notices accompanying the Integration Materials in any copies that you produce.

3) Your Feedback:
Any feedback that you provide to NetSuite regarding the Integration Materials will be treated by NetSuite as non-confidential, and may be used by NetSuite for any purpose without acknowledgment or compensation.

4) Proprietary Rights:
The copyright and all other rights in the Integration Materials shall remain with NetSuite. All rights not explicitly granted in this Agreement are reserved to NetSuite. This Agreement does not grant any right to copy, use, host or otherwise distribute any NetSuite product or use any NetSuite trademarks, trade names, or service marks.

5) Confidential Information:
You agree that the Integration Materials are confidential and proprietary information of NetSuite ("Confidential Information"). Confidential Information does not include information (i) that is or becomes public knowledge or is received by you without any breach of any confidentiality obligation; (ii) that you can document was independently developed by you without use or access to the Confidential Information; or (iii) that you can document was previously known to you prior to receipt of the Confidential Information. You agree to (i) use the Confidential Information only in connection with fulfilling your rights and obligations under this Agreement; (ii) hold the Confidential Information in strict confidence and exercise due care with respect to its handling and protection, consistent with your protection of your own confidential information but not less than reasonable care, (iii) not publish or disclose the Confidential Information except for disclosures to employees and subcontractors who have a bona fide need to know the Confidential Information. You agree that any unauthorized disclosure of the Confidential Information would cause irreparable harm to NetSuite, and that in the event of any breach or threatened breach of the above confidentiality obligations, NetSuite shall be entitled to obtain equitable relief in addition to any other remedy.

6) Term, Termination and Changes:
This Agreement shall continue for as long as you are in compliance with this Agreement or until otherwise terminated. You and or NetSuite each may terminate this Agreement for any reason at any time. NetSuite may modify this Agreement from time to time. By continuing to use the Integration Materials following such modifications, you agree to be bound by such modifications. Your license to the Integration Materials will terminate immediately if you fail to comply with this Agreement. You agree, upon termination, to destroy all copies of the Integration Materials then within your possession or control. The Limitations of Warranties and Liability and Indemnification set out below shall survive any termination or expiration of this Agreement.

7) Indemnification:
You will indemnify, hold harmless, and defend NetSuite, Inc., its officers, directors, and employees from and against any and all liabilities, damages, losses, costs and expenses (including but not limited to reasonable attorneys fees) incurred as a result of the use, marketing, distribution, or sale of Licensed Products, including any claims alleging that any Licensed Products infringe any third party intellectual property rights, provided that NetSuite promptly notifies you of the claim.

8) Limitations of Warranties and Liability:
THE INTEGRATION MATERIALS ARE PROVIDED BY NetSuite ON AN "AS IS" BASIS, WITHOUT ANY OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SECURITY, OR NON-INFRINGEMENT. YOU ASSUME ALL RISK AS TO THE RESULTS AND PERFORMANCE OF THE INTEGRATION MATERIALS AND ANY LICENSED PRODUCTS. NEITHER NETSUITE NOR ITS DISTRIBUTORS OR SUPPLIERS SHALL HAVE ANY LIABILITY TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE OR PROFIT, LOST OR DAMAGED DATA OR OTHER COMMERCIAL OR ECONOMIC LOSS, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR EVEN IF FORESEEABLE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NETSUITE DOES NOT WARRANT THAT THE INTEGRATION MATERIALS WILL ASSIST IN DEVELOPMENT OF LICENSED PRODUCTS OR THAT ANY LICENSED PRODUCTS WILL BE COMPATIBLE WITH ANY NETSUITE PRODUCTS OR SERVICES, OR THAT YOU WILL RECEIVE ANY ORDERS, SUBSCRIPTIONS, OR REVENUE THROUGH YOUR USE OF THE INTEGRATION MATERIALS. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, AND SO PARTS OF THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

9) U.S. Government Rights:
The Integration Materials are "commercial computer software" as that term is defined in Federal Acquisition Regulation ("FAR") 2.10(a). The Integration Materials were developed entirely at private expense, and no part of them was first produced in the performance of a Government contract. If the Integration Materials are supplied for use by the DOD, they are delivered subject to the terms of this license Agreement and either (i) in accordance with DFARS 227.7202-1(a) and 227.7202-3(a), or (ii) with restricted rights in accordance with DFARS 252-227-7013 (c)(l)(ii)(OCT 1988), as applicable. If the Integration Materials are supplied for use by a Federal agency other than the DOD, the Integration Materials are restricted computer software delivered subject to the terms of this license Agreement and (i) FAR 12.212(a); (ii) FAR 52.227-19; or (iii) FAR 52.227-14(ALT III), as applicable. The contractor/manufacturer is NetSuite Inc., 2955 Campus Drive, Suite 175, San Mateo, California 94403.

10) Miscellaneous:
This Agreement will be governed by and interpreted in accordance with the internal laws of the state of California. The exclusive jurisdiction for any disputes arising under this Agreement shall be the state and federal courts located in San Mateo County, California. You may not assign any part of this Agreement without the prior written consent of NetSuite. Any attempted assignment without consent shall be void. If any provision of this Agreement is found illegal or unenforceable, it will be enforced to the maximum extent permissible, and the legality and enforceability of the other provisions of this Agreement will not be affected. No failure of either party to exercise or enforce any of its rights under this Agreement will act as a waiver of those rights. You agree that you will not export or re-export the Integration Materials (or any copies thereof) in violation of any application laws or regulations of the United States or the country in which you obtained them. This Agreement is intended for the sole and exclusive benefit of you and NetSuite and not for any third party. To the extent that any terms in this Agreement are inconsistent with any terms of any agreement you may enter into with any NetSuite customers pertaining to their use of Licensed Products, the terms of this Agreement and of any agreement between NetSuite and such NetSuite customers shall govern. Neither party will be liable for, or in breach of this Agreement because of, any act or omission that results from conditions beyond such party's reasonable control, whether or not the condition was foreseeable. Notice to you from NetSuite shall be deemed delivered upon posting notice in the NetSuite Developer Program site, sending an e-mail to your e-mail address of record, or dispatch by mail or courier to your physical address of record. Nothing hereunder will prevent or restrict NetSuite from discontinuing or changing in its sole discretion and at any time any Integration Materials, this Agreement, or any NetSuite products or services. This Agreement is the parties' complete and exclusive agreement with respect to their subject matter, and supersedes any and all prior communications and understandings regarding their subject matter. Nothing herein will constitute any association, partnership or joint venture between the parties, and neither party will have the power to legally bind the other party.
Revised: 11/07/2001

I AGREE