1. PLEASE READ THIS PARTNER AGREEMENT CAREFULLY.
This is a contract between you the Partner and us (“Nazca Services”). It describes how we will work together and other aspects of our business relationship. It is a legal document so some of the language is necessarily “legalese”, but we have tried to make it as readable as possible.
This document applies to your participation in our Partner Program as a Partner (“Program”). By participating in our Program, you are agreeing to the terms of this Agreement.
We periodically update the terms set out in this Agreement. We might also choose to replace these terms in their entirety if, for example, the Program, ends, or becomes part of another partner program. If we update or replace the terms, we will let you know via an in-platform notification in your portal or by email. If you do not agree to the update or replacement, you can choose to terminate in accordance with the terms of this Agreement.
2. Scope
2.1 In order to be accepted on the Program, you must first apply and be accepted into the Affiliate Program and meet the Partner Eligibility Requirements.
2.2 This Agreement shall in no way limit our right to sell the Nazca Services Products, directly or indirectly, to any current or prospective customers.
2.3 Affiliates and Partners are eligible for Revenue Share on a sale of a Subscription Service to an End User, provided other relevant eligibility and acceptance and participation criteria has been met in the Affiliate Agreement and for Partners as set out in this Agreement have been fulfilled.
2.4 This Agreement does not create an exclusive agreement between you and us. We will both have the right to recommend similar products and services of third parties and to work with other parties in connection with the design, sale, installation, implementation and use of similar services and products of third parties.
2.5 You can only participate in our Program as a Partner. Your acceptance and participation in the Affiliate Program does not mean that you will be accepted into our Program. Each level of participation has its own eligibility requirements that must be met and maintained separately.
3. The Program
3.1 Partner Rights and Obligations.
(a) We grant you, subject to the limitations below, a non-transferable, non-exclusive right to market and promote the Nazca Services Products to your Prospects within the Territory for the Term.
(b) You will comply with the Affiliate Terms of Service at all times, including the Program Policies applicable to you. If you are participating in the Program as a Partner, the Program Policies may also include further details regarding the requirement for the Partner to purchase certain products or services to participate in the Program as a Partner.
(c) Failure to comply with the Program Policies may result in termination of this Agreement by us.
(d) Partners must meet the Active Engagement requirement for all Qualified Transactions.
(e) You will at all times comply with the Service Limits. We may update or change the Service Limits by updating the Program Policies displayed on our website on https;//www.nazca-services.com/legal-stuff/, so we encourage you to review this page periodically.
(f) If you use our Application Programming Interfaces (APIs), developer tools, or associated software, you will comply with our API Terms.
(g) If you use the Nazca Services Solutions Directory you agree to comply with the Nazca Services Solutions Directory Terms of Use.
(h) If you use the Nazca Services Community (as defined in the Nazca Services Community Terms of Use), you agree to comply with the Nazca Services Community Terms of Use.
(i) Market Focus and the expiration policy for your registrations are outlined in the Program Policies. Your Market Focus as a Partner depends on your market specialism and Territory agreed with us and will be as set out in the Program Policies and the Partner Scope.
(j) You will be listed and actively promoted by us as a specialist in your Territory within the Nazca Services Solutions Directory, as and when this is made public.
(k) It is your responsibility as a Partner to maintain the number of registrations as defined within your Market Focus. Failure to do so may result in your suspension as a Partner and the suspension of any payments due to you under this Agreement.
3.2 Submission, Acceptance and Validity of Prospects.
(a) You must register each Prospect with us using the partner tools we provide through your portal (or using the Nazca Services Products, or through a website as we may designate) prior to the close of a Qualified Transaction.
(b) To register a Prospect, you must provide the following information about each Prospect:
(i) evidence you have been working with and developing the Prospect using the Nazca Services Products; and
(ii) first name, last name, email address, current position, URL and company name.
(c) For larger Prospects we may request further information to ensure the registered Prospect is an Active Engagement and therefore a reasonable registration you are able to service and can demonstrate an existing working relationship.
(d) We generally will accept a Prospect who, in our reasonable determination:
(i) is a new potential customer of ours;
(ii) is not, at the time of submission or sixty (60) days prior, one of our pre-existing customers, involved in our active sales process with a Partner or ourselves, or your Associate;
(iii) is a Legitimate Prospect whose contact information was legally obtained, by another partner or become a customer; and
(iv) has become a customer via an Associate.
(e) Notwithstanding the foregoing, we may choose in our reasonable discretion not to accept a Prospect at any time. At the time of registration submission, we may also advise you on whether a Prospect is eligible for the Affiliate Program.
(f) A Prospect is not considered valid:
(i) if it is not registered with us and tracked using your Nazca Services Product as an Opportunity;
(ii) if it is not accepted;
(iii) if it has expired;
(iv) if it does not comply with your registered Market Focus or other applicable limits; or
(v) after this Agreement has expired or terminated.
(g) If a Prospect does not purchase the Subscription Service within a reasonable time that is determined by your inactivity managing the registered Prospect, you will need to complete the registration process again in order to re-qualify for Revenue Share for that Prospect.
(h) You must have a written and readily available privacy policy and you certify that you are providing the Prospect’s information to us in accordance with Applicable Laws and in accordance with your privacy policy.
3.3 Nazca Services Leads.
(a) We may choose to introduce you to, or send you information on, a Prospect of ours when we identify that such Prospect may have a need for the services you offer (“Nazca Services Lead”). We can do the same for other partners of ours, even if it is for the same Nazca Services Lead. You may use the information about the Nazca Services Lead provided only to market and sell your services to them and not for any other purpose (unless the Nazca Services Lead otherwise consents in writing).
(b) Immediately upon our or the Nazca Services Lead’s request, you will promptly discontinue all use of and delete the Nazca Services Lead’s information. Nazca Services Leads are considered our Confidential Information.
3.4 Shared Leads.
(a) If we decide to participate in the same sales process as you and this results in the sale of the Subscription Service to a Prospect that would have otherwise not been valid based on it (i) not being registered, (ii) not being accepted, (iii) being expired, or (iv) exceeding the registered Market Focus or other applicable limits, (each, a “Shared Lead”) and you have an Active Engagement with such Shared Lead, then we may in our discretion, determine that Shared Lead will be considered a registered, accepted and valid Prospect for the purposes of the ‘Eligibility’ clause.
3.5 Engagement with Prospects and End Users.
(a) We may engage with a Prospect, lead or End User directly:
(i) to enable our Affiliate and Partner Program;
(ii) to complete the subscription process;
(iii) to fulfil or enforce our obligations under an agreement with such Prospect;
(v) to provide support;
(vi) to conduct our standard marketing and sales activities with Prospects;
(vii) in connection with the Optional Programs; or
(viii) as otherwise permitted by this Agreement.
(b) If and when we do engage, we may choose how to engage with each Prospect and may request that you collaborate with us in the engagement. Upon our request, you will provide us with the name and contact information of the Prospect and facilitate an introduction. If a Prospect is not valid then we may choose to maintain it in our database and we may choose to engage with such a Prospect. You may request our support at any time in respect of a Prospect and we will provide you with all reasonable support that we deem necessary.
(c) If we request, you will facilitate our
participation on calls with you and various End User(s). We may request to
participate on these calls in an effort to help to ensure the quality of your
service delivery and for the purposes of managing the Program.
In a resulting Qualified Transaction, the End User will contract directly with
us for provision of the Nazca Services Products.
(d) We require each End User to agree to the Master Subscription Licence Agreement and the Master Service Agreement, if applicable, when registering to purchase the product.
(e) You will take all reasonable steps to ensure that End Users do not use the Nazca Services Products in violation of our Master Subscription Licence Agreement and Master Services Agreement. If you discover or have reason to believe that any End User is making use of the Nazca Services Products in violation of the terms in those agreements, then you will immediately notify us in writing.
4. Revenue Share and Payment.
4.1 Revenue Share Eligibility Requirements.
(a) To be eligible for a Revenue Share, a Prospect must be registered, accepted and valid in accordance with the ‘Submission, Acceptance and Validity’ or the ‘Shared Leads’ clause.
(b) You are not eligible to receive a Revenue Share or any other compensation from us:
(i) based on transactions for Other Products;
(ii) based on transactions with a Nazca Services Lead; or
(iii) if: (i) such compensation is disallowed or limited by Applicable Laws; (ii) the applicable End User objects to or prohibits such compensation; (iii) we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us with respect to a given transaction; (iv) the End User has paid or will pay such commissions, referral fees, or other compensation directly to you; (v) the End User participates in the Affiliate Program or this Program, or (vi) for any transactions with End User that precede in time to you becoming a Partner in this Program.
(c) In competitive situations with other Partners, we may elect to enable the Partner Program over the Affiliate Program or to provide the Revenue Share to the Partner that actually secures the business with the End User, which may result in you being ineligible for Revenue Share, regardless of whether or not you registered the Prospect.
(d) We may terminate this Agreement and/or discontinue Revenue Share payment(s) should you fail to meet any of the eligibility criteria in this clause 4.1 or as outlined in the Program Policies at any time.
4.2 Requirements for Payment; Forfeiture.
(a) In order to receive payment under this Agreement, you must have:
(i) agreed to the terms of this Agreement and the Affiliate Agreement;
(ii) fulfilled all eligibility requirements to be a Partner, and are in compliance with this Agreement;
(iii) provided us with all of your account information, including your bank information; and
(v) submitted to us all the necessary and valid tax documents and the documents have been approved.
(b) In order for you to receive the Revenue Share you must have submitted the required documentation set out in sub-clause (a) above no later than thirty (30) days after the end of any given fiscal quarter. If we have not received the documentation within this timeframe, we will not process the Revenue Share payment until the next fiscal quarter payment date for applicable Qualified Transactions.
(c) All payments by us will be made by bank transfer and it is your responsibility to ensure that you have provided us with the most up-to-date and correct bank information to facilitate the transfer.
(d) Notwithstanding the foregoing or anything to the contrary in this Agreement or the Affiliate Agreement:
(i) if any of the requirements set out in this clause remain outstanding for six (6) months immediately following the close of a Qualified Transaction; or
(ii) we have attempted to pay you a Revenue Share for a Qualified Transaction by bank transfer, and the attempt was unsuccessful (as confirmed by bank notice), to no fault of our own; and
(iii) we reached out to either the Primary Contact, Billing Contact or Decision Maker Contact on your account (all of which you can update in your registration process) to obtain the necessary information and have not received a response; and
(v) six (6) months has passed since the date of the initial, failed bank transfer described in this clause,
then your right to receive Revenue Share arising from any and all Qualified Transactions(s) with the associated End User will be forfeited (each, a “Forfeited Transaction”).
(e) We will have no obligation to pay you Revenue Share associated with a Forfeited Transaction.
(f) Once you comply with all of the requirements in this clause 4 then you will be eligible to receive Revenue Share on Qualified Transactions, as long as these Qualified Transactions do not involve the same End User associated with a Forfeited Transaction.
4.3 Revenue Share Payment.
(a) We, or one of our Associates, will pay the Revenue Share amount due to you after the End User registration date, and within thirty (30) days having received payment in an amount equal to the Net Revenue we recognize from Qualified Transactions, multiplied by the Revenue Share percentage. For example, pre-payment in full by an End User received by us, for an annual commitment will be recognized by us as an annual revenue payment, and you will receive the Revenue Share on that same Qualified Transaction.
(b) The Revenue Share is paid in Pound Sterling or as otherwise determined by us. We will not pay more than one Revenue Share or other similar referral fee on any given partner sale (unless we choose to in our discretion). We may withhold the Revenue Share payment until the Revenue Share amount that we owe you is above £100 Pounds Sterling.
4.4 You are responsible for payment of all taxes applicable to the Revenue Share.
4.5 All amounts payable by us to you are subject to offset by us against any amounts owed by you to us.
5. Training and Support
5.1 Training and Support.
(a) We will make available to you, without charge, various webinars and other resources made available as part of our Program. We will also make available to you a Partner Toolset, accessible through your Nazca Services portal. We may change or discontinue any or all parts of the Partner Toolset, and any other Program benefits or offerings at any time without notice.
5.2 End User Training and Support.
(a) We may require End Users to go through and/or purchase our standard Nazca Services on-boarding. You will provide user training when a user is onboarded. We will provide user training if purchased by an End User as set out in a mutually agreed upon order between us and the End User. If training is purchased from our Training Platform it will form part of the Revenue Share. If purchased as a Professional Service it will not form part of the Revenue Share.
(b) We may communicate directly with any End User about use of the Nazca Services Products and any support issues experienced.
5.3 Nazca Services Demo Account.
(a) If we make a Nazca Services Demo Account available to you, then you will use the Nazca Services Demo Account solely for your own education, demonstration and evaluation purposes, also managing those leads you are marketing and selling Nazca Services Products. You are not permitted to use it for any other purpose.
(b) You will not lease, distribute, license, sell or otherwise commercially exploit the Nazca Services Demo Account. You will not use any End User data or Customer Data (as defined in the Master Subscription Licence Agreement) with the Nazca Services Demo Account, except for leads you are marketing and selling Nazca Services Product. You can only demonstrate the Nazca Services Products using your own data (data and information that you specifically own) or the synthetic data provided to you for demonstration purposes by us.
(c) You will not exceed the contact limits provided for you in the Nazca Services Demo Account and will utilize a reasonable number of objects in your use of the Nazca Services Demo Account. The Master Subscription Licence Agreement apply to your use of the Nazca Services Demo Account.
(d) You will comply with our Acceptable Use Policy with respect to your use of the Nazca Services Demo Account. We reserve the right to suspend, modify, or discontinue any or all part of the Nazca Services Demo Account at any time without prior notice to you. In the event of a conflict between the terms that apply to the Nazca Services Demo Account as specified in this Agreement and the Master Subscription Licence Agreement, the terms of this Agreement shall prevail.
6. Trademarks
6.1 You grant to us a nonexclusive, non-transferable, royalty-free right to use and display the Partner Marks in connection with the Program and this Agreement.
6.2 We retain all ownership rights in Nazca Services Trademarks. During the Term, you may use the Nazca Services Trademarks as long as you follow the usage requirements in this clause and the incorporated guidelines.
6.3 You must:
(a) only use the images of Nazca Services Trademarks that we make available to you as part of your participation in this Program without altering them in any way;
(b) only use Nazca Services Trademarks in connection with the Program and this Agreement;
(c) comply with this Agreement, the Partner Promotion Guidelines and our general Trademark Usage Guidelines; and
(d) immediately comply if we request that you discontinue use.
6.4 You must not use any of the Nazca Services Trademarks:
(a) in a misleading or disparaging way;
(b) outside the scope of the Program or this Agreement;
(c) in a way that implies we endorse, sponsor or approve of your services or products; or
(d) in violation of Applicable Law or in connection with an obscene, indecent, or unlawful topic or material.
7. Intellectual Property Rights
7.1 Nazca Services’ Proprietary Rights.
(a) No license to any software is granted by this Agreement. We retain all ownership rights in the Nazca Services Products.
(b) You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the Nazca Services Content, or the Nazca Services Products in whole or in part, by any means, except as expressly authorized in writing by us.
(c) Nazca Services, the Nazca Services logos, and other marks that we use from time to time are our trademarks and you may not use them without our prior written permission, except as otherwise set out in this Agreement.
(d) We encourage all customers and partners to comment on the Nazca Services Products, provide suggestions for improving them, and vote on suggestions they like. You agree that all such comments and suggestions will be non-confidential and that we own all rights to use and incorporate them into the Nazca Services Products, without payment to you.
7.2 End User’s Proprietary Rights.
(a) As between you and End User, End User retains the right to access and use the End User portal associated with the Nazca Services Products. End User will own and retain all rights to the End User Data. If we deem it to be necessary based on the relationship status between you and the End User or the particular situation, we may communicate directly with the End User.
8. Confidentiality
8.1 We will both have access to Confidential Information belonging to the other during the Term.
8.2 For the purposes of this Agreement, Confidential Information does not include that which:
(a) is already in the receiving party’s possession at the time of disclosure to the receiving party;
(b) is or becomes part of public knowledge other than as a result of any action or inaction of the receiving party;
(c) is obtained by the receiving party from an unrelated third party without a duty of confidentiality; or
(d) is independently developed by the receiving party.
8.3 The receiving party shall not use Confidential Information of the disclosing party for any purpose other than is necessary for the performance of its express rights and obligations under this Agreement. The receiving party shall not disclose Confidential Information of the disclosing party to any third parties except as otherwise permitted in this Agreement.
8.4 The receiving party may disclose Confidential Information of the disclosing party only to those employees or consultants who have a need to know such Confidential Information and who are bound to retain the confidentiality of the Confidential Information under provisions no less restrictive than those required by the receiving party for its own Confidential Information. The receiving party shall maintain Confidential Information of the disclosing party with at least the same degree of care it uses to protect its own proprietary information of a similar nature or sensitivity, but no less than reasonable care under the circumstances. Each party shall advise the other party in writing of any misappropriation or misuse of Confidential Information of the other party of which the notifying party becomes aware.
8.5 Notwithstanding the foregoing, this Agreement shall not prevent the receiving party from disclosing Confidential Information of the disclosing party to the extent required by a judicial order or other legal obligation, provided that, in such event, the receiving party shall promptly notify the disclosing party to allow intervention (and shall cooperate with the disclosing party) to contest or minimize the scope of the disclosure (including application for a protective order).
8.6 Either of us may disclose the terms and conditions of our Agreement:
(a) as required by Applicable Law;
(b) in confidence, to legal counsel;
(c) in confidence, to accountants, banks, and financing sources and their advisors; and
(d) in connection with the enforcement of this Agreement or any rights in this Agreement.
9. Marketing
9.1 You will comply promptly with all marketing requests, including without limitation such requests from us relating to Nazca Services Leads and Shared Leads.
9.2 For the Term, you will establish and maintain a privacy policy that is compliant with all Applicable Laws and you shall establish and maintain systems and procedures appropriate to effectuate all marketing requests.
10. Term and Termination
10.1 Term.
This Agreement will continue for as long as you participate in the Program, until terminated.
10.2 Termination Without Cause.
We may both terminate this Agreement for any reason and at any time on thirty (30) days written notice to the other.
10.3 Termination for Agreement Changes.
If we update or replace the terms of this Agreement, you may terminate this Agreement on five (5) days written notice to us, provided that you send us written notice within ten (10) days after we send you notice of the change.
10.4 Termination for Cause.
10.4.1 We may terminate this Agreement and/or suspend your or the End User’s access to the Nazca Services Products:
(a) upon thirty (30) days’ notice to you of a material breach if such breach remains uncured at the expiration of such period;
(b) automatically, within thirty (30) of you failing to meet the Program requirements applicable to you in your capacity as the Partner;
(c) upon fifteen (15) days’ notice to you of non-payment of any amount due to us if such amount remains unpaid at the expiration of such period;
(d) immediately, if you become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors;
(e) immediately, if the End User violates the Master Subscription Licence Agreement, Master Services Agreement or Applicable Laws;
(f) immediately, if you breach the terms applicable to your subscription with us, including if you default on your payment obligations to us or our Associate; or
(g) immediately, if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.
10.5 You may terminate this Affiliate Agreement at any time if we are in material breach of the terms of this Affiliate Agreement and fail to remedy such breach within 30 days’ of being notified by you to do so.
10.6 Effects of Termination.
(a) Termination of this Agreement for any reason does not terminate your Master Subscription Licence Agreement, Master Services Agreement or any End User’s Master Subscription Licence Agreement, Master Services Agreement you are working with. Your purchase and use of the Subscription Services is governed by the Master Subscription Licence Agreement and Master Services Agreement.
(b) Otherwise, termination of this Agreement: (i) without cause by us, (ii) by you with cause, (iii) by you according to the ‘Termination for Agreement Changes’ clause, shall not affect our obligation to pay you any earned Revenue Share, so long as the related payment by the End User is recognized by us within thirty (30) days after the date of such termination.
(c) You will receive one (1) last payment of Revenue Share upon completion of the quarter in which the related payment by the End User is recognized.
(d) In no event shall you be entitled to payment of Revenue Share as the Partner for the same Qualified Transaction.
(e) We will not pay you fees on End User payments recognized by us after thirty (30) days after the date of termination. Provided however, in the event of termination without cause by you, or for cause by us, our obligation to pay and your right to receive any Revenue Share will terminate upon the date of termination, regardless of whether you would have otherwise been eligible to receive Revenue Share prior to the date of termination.
(f) Except as expressly set out in this clause, you are not eligible to receive a Revenue Share after termination of this Agreement.
(g) Upon termination:
(i) you will discontinue all use of and delete all Nazca Services Leads and Shared Leads if we provided them to you and you do not otherwise have consent from the applicable Nazca Services Lead or Shared Lead to continue use of their data and information;
(ii) a Prospect is not considered valid, and we may choose to maintain it in our database and engage with such a Prospect; and
(iii) you will immediately discontinue all use of the Nazca Services Trademark and will remove all Nazca Services badges and references to this Program from your website(s) and other collateral.
(h) Termination of this Agreement shall not cause your or an End User’s Subscription Service to be terminated.
11. Partner Representations and Warranties
11.1 You represent and warrant that:
(a) you have all sufficient rights and permissions to provide the Prospect data to us for our use in sales and marketing efforts or as otherwise set out in this Agreement;
(b) your participation in this Program will not conflict with any of your existing agreements or arrangements; and
(c) you own or have sufficient rights to use and to grant to us our right to use the Partner Marks.
12. Indemnification
12.1 You will indemnify, defend and hold us harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an "Action") brought against us (and our officers, directors, employees, agents, service providers, licensors, and Associates) by a third party not Associated with us to the extent that such Action is based upon or arises out of:
(a) your participation in the Program;
(b) our use of the Prospect or lead data you provided us;
(c) your non-compliance with or breach of this Agreement;
(d) your use of or participation in the Optional Programs;
(e) your use of the Nazca Services Demo Account; or
(f) our use of the Partner Marks.
12.2 We will:
(a) notify you in writing within thirty (30) days of our becoming aware of any such claim;
(b) give you sole control of the defence or settlement of such a claim; and
(c) provide you (at your expense) with all information and assistance reasonably requested by you to handle the defence or settlement of the claim.
12.3 You shall not accept any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.
13. Disclaimers; Limitations of Liability
13.1 Disclaimer of Warranties.
WE AND OUR ASSOCIATES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE NAZCA SERVICES PRODUCTS, NAZCA SERVICES CONTENT, THE PROGRAM, THE OPTIONAL PROGRAMS OR THE NAZCA SERVICES DEMO ACCOUNT FOR ANY PURPOSE. APPLICATION PROGRAMMING INTERFACES (APIs) AND THE NAZCA SERVICES DEMO ACCOUNT MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, THE NAZCA SERVICES PRODUCTS, NAZCA SERVICES CONTENT, THE PROGRAM, THE OPTIONAL PROGRAMS, AND NAZCA SERVICES DEMO ACCOUNT ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE NAZCA SERVICES PRODUCTS, NAZCA SERVICES CONTENT, THE PROGRAM, THE OPTIONAL PROGRAMS, AND NAZCA SERVICES DEMO ACCOUNT INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
13.2 No Indirect Damages.
TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR BUSINESS OPPORTUNITIES.
13.3 Limitation of Liability.
IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, WE ARE DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY, THE PARTIES AGREE THAT OUR AGGREGATE LIABILITY WILL BE LIMITED TO THE TOTAL REVENUE SHARE AMOUNTS YOU HAVE ACTUALLY EARNED FOR THE RELATED QUALIFIED TRANSACTION IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM.
13.4 Nazca Services Demo Account and Optional Programs.
WE DISCLAIM ALL LIABILITY WITH RESPECT TO THE NAZCA SERVICES DEMO ACCOUNT AND THE OPTIONAL PROGRAMS THAT YOU USE. WE DO NOT PROMISE TO MAKE THE NAZCA SERVICES DEMO ACCOUNT OR OPTIONAL PROGRAMS AVAILABLE TO YOU, AND WE MAY CHOOSE TO DO SO, OR NOT TO DO SO, IN OUR DISCRETION.
14. Non-Solicitation
14.1 You agree not to intentionally solicit for employment any of our employees or contractors during the term of this Agreement and for a period of twelve (12) months following the termination or expiration of this Agreement.
14.2 We both acknowledge that:
(a) any public job posting or public solicitation not directed specifically to such person shall not be deemed to be a solicitation for purposes of this provision; and
(b) this provision is not intended to limit the mobility of either our employees or contractors.
15. General
15.1 Amendment
(a) We may update and change any part or all of this Agreement, including by replacing it in its entirety. If we update or change this Agreement, the updated Agreement will be posted at https://www.Nazca Services.com/why-nazca-services/partners/legal-stuff, (or other designated URL) and we will let you know through an in-platform notification in your portal or by email. The updated Agreement will become effective and binding on the next Business Day after it is posted. When we change this Agreement, the “Last Modified” date above will be updated to reflect the date of the most recent version. We encourage you to review this Agreement periodically.
(b) If you do not agree to the update, change or replacement, you can choose to terminate in accordance with clause 10.
15.2 Waiver
No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.
15.3 Applicable Law.
This Agreement shall be governed by the laws of England and Wales and any dispute between the parties shall be dealt with by the exclusive jurisdiction of the English courts.
15.4 Force Majeure.
Neither party will be responsible for failure or delay of performance if caused by an event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.
15.5 Relationship.
No joint venture, partnership, employment, or agency relationship exists between you and us as a result of this Agreement.
15.6 Compliance with Applicable Laws.
15.6.1 You shall comply and shall ensure that any third parties performing sales or referral activities on your behalf comply, with all Applicable Laws.
15.6.2 You shall not engage in any deceptive, misleading, illegal or unethical marketing activities, or activities that otherwise may be detrimental to us, our customers, or to the public.
15.7 Data Processing.
To the extent that any Personal Data is processed in connection with the Program the terms set out in the Nazca Services Partner Data Processing Agreement shall apply.
15.8 Severability.
If any part of this Agreement is determined to be invalid or unenforceable by Applicable Law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.
15.9 Notices.
(a) Notice will be sent to the contact address
set out in this Agreement (as such may be changed by notice given to the other
party), and will be deemed delivered as of the date of actual receipt: To Nazca
Services,.: Nazca Services, John Eccles House, Robert Robinson Ave, Littlemore,
Oxford OX4 4GP, United Kingdom, Attention: General Counsel
To you: your address as provided in our partner account information for you.
(b) We may give electronic notices by general notice via the partner portal and may give electronic notices specific to you by email to your e-mail address(es) on record in our account information for you or through the notifications centre in the partner portal. We may give notice to you by telephone calls to the telephone numbers on record in our account information for you.
15.10 Entire Agreement.
This Agreement together with the policies and documents referred to in it, is the entire agreement between us for the Program and supersedes all other proposals and agreements.
15.11 Language.
We might make versions of this Agreement available in languages other than English. If we do, the English version of this Agreement will govern our relationship and the translated version is provided for convenience only and will not be interpreted to modify the English version of this Agreement.
15.11 Assignment.
(a) You will not assign, transfer or otherwise deal with your rights or obligations under this Agreement without our prior written consent.
(b) We may assign this Agreement to any Associate or in the event of merger, reorganization, sale of all or substantially all of our assets, change of control or operation of law.
15.12 Third Party Rights.
A person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its provisions.
15.13 No Licenses.
We grant to you only the rights and licenses expressly stated in this Agreement, and you receive no other rights or licenses with respect to us, the Nazca Services Products or any other property or right of ours.
15.15 Authority.
Each party warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms.
15.16 Survival.
The following clauses shall survive the expiration or termination of this Agreement: ‘Revenue Share and Payment’, ‘Proprietary Rights’, ‘Confidentiality’, ‘Effects of Termination’, ‘Indemnification’, ‘Disclaimers; Limitation of Liability’, ‘Non-Solicitation’ and ‘General’.
AGREED by the Parties through their authorised signatories:
For and on behalf of _____________________________________
Signature:
Name:
Title:
Date:
For and on behalf of Nazca Services Limited
Signature:
Name:
Title:
Date:
SCHEDULE ONE
PARTNER SCOPE
|
Term |
Scope |
Notes |
|
Territory |
< Country / Region > |
|
|
Market Focus |
< Market Focus > |
|
|
Registration Targets |
< registrations per calendar quarter > |
Minimum number of registrations per calendar quarter to maintain your Partner Status. |
|
Contacts |
Primary Contact, Billing Contact Decision Maker Contact |
|
|
Number of Demo Account Editions |
|
Scorecard Editions Training Vouchers issued. |
SCHEDULE TWO
DEFINITIONS
1.1 “Acceptable Use Policy” available at https://www.Nazca Services.com/why-nazca-services/partners/partner-program;
1.2 “Active Engagement” means that you have a fully executed written agreement with the Shared Lead under which you provide your consulting, coaching or other services that (i) either pre-dates the time at which the sale of the Subscription Service is closed, or is signed contemporaneously with the close of the sale of the Subscription Service, and (ii) either extends at least ninety (90) days beyond the close of the sale of the Subscription Service or has a specific and identifiable deliverable, as determined by us in our discretion. Nazca Services may request you to provide validation that the End User is engaged with you (for example, by providing a copy of your retainer agreement with the End User if we so request, and evidence managing the sales lead using the Nazca Services Products) for managed credit and or sold validation;
1.3 “Affiliate Program” means a limited Nazca Services partner program that is covered by a separate Affiliate Agreement as set out in Schedule 3.
1.4 “Affiliate Terms of Service” means those terms and conditions signed as part this Agreement and the registration process and modified from time to time. These include the Affiliate Agreement, the Master Subscription Licence Agreement, Master Services Agreement, the Program Policies and Statement of Works.
1.5 “API Terms” available in our Partner Policies displayed on our website https://www.nazca-services.com/legal-stuff/;
1.6 “Applicable Law” means as applicable from time to time (a) the laws of England and Wales; (b) any other laws; and (c) any policies, guidelines or industry codes made by any regulatory body having jurisdiction over a party or any of that party’s assets, resources or business, which apply to the Nazca Services Products or to which either party is subject;
1.7 “Associate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity;
1.8 “Business Day” means Monday to Friday excluding public holidays in England;
1.9 “Confidential Information” means any information, however conveyed or presented, that relates to the business affairs, operations, processes, budgets, pricing, policies, product information, strategies, developments, trade secrets, know-how, personnel, customers and/or suppliers of the disclosing party together with all information derived by the receiving party from such information and any other information clearly designated by a party as being confidential to it (whether or not it is marked “confidential”) or which ought reasonably to be considered to be confidential;
1.10 “End User” means the authorized actual user of the Nazca Services Products;
1.11 "End User Data" means all information that End User, submits or collects via the Nazca Services Products and all materials that End User, provides or posts, uploads, inputs or submits for public display through the Nazca Services Products;
1.12 “Intellectual Property Rights” means rights in inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights and forms of protection of a similar nature anywhere in the world whether registered or not;
1.13 “Legitimate Prospect” means a contact, tied to a domain and/or business entity, with which you have established a demonstrable business relationship and who you are actively approaching and are engaging with in a pursuit of a sale that you have registered with us;
1.14 “List Price” means the standard pricing for the Subscription Service as listed on the Nazca Services Web Site www.nazca-services.com. We reserve the right to change such pricing at any time. However, we will not apply any price change to End Users who purchase Subscription Service for the duration of their current subscription period;
1.15 “Market Focus” means the Partner’s Territory and area of specialism agreed with us as part of the Program;
1.16 "Nazca Services Content" means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that we incorporate into Nazca Services Products and all of our other services;
1.17 “Nazca Services Lead” as defined in clause 3.3;
1.18 “Nazca Services Products” means the Subscription Services and Professional Services;
1.19 “Nazca Services Community Terms of Use” available in our Partner Policies displayed on our website https://www.nazca-services.com/legal-stuff/ ;
1.20 “Nazca Services Data Processing Agreement” available at: https://www.Nazca Services.com/why-nazca-services/partners/legal-stuff;
1.21 “Nazca Services Solution Directory Terms of Use” available in our Partner Policies displayed on our website https://www.nazca-services.com/legal-stuff/;
1.23 “Net Revenue” means the initial fee, any renewal fees, and any upgrade or downgrade fees that are actually paid to us by an End User for the Subscription Service. Net Revenue shall:
(i) be calculated net of any discounts, taxes payable and subsequent refunds (authorised by Nazca Services) not due to a contract breach by us; and
(ii) shall exclude any implementation, customization, training, consulting or other professional services, or fees for third-party products or services.
1.24 “Optional Programs” means optional tools, beta testing programs or partner promotions
1.26 “Partner Eligibility Requirements” mean you:
(a) have purchased and maintain an active subscription to a Professional and Enterprise edition of a Subscription Service and a qualifying online course using a voucher code issued by Nazca Services; and
(b) have purchased and completed Partner Onboarding (both as described, published and updated from time to time by Nazca Services available in our Partner Policies displayed on our website https://www.nazca-services.com/legal-stuff/
(c) have completed training and/or certification requirements outlined in the Partner Program Policies available in our website https://www.nazca-services.com/legal-stuff/.
For the purposes of this Agreement, the initial commitment to Subscription Service must be at minimum a twelve (12) month period to fulfil the Subscription Service requirement described in 1) above.
1.27 “Partner Marks” your trademarks, service marks and logos and all other Intellectual Property Rights belonging to, or licensed by, you;
1.28 “Partner Promotion Guidelines” available in our Partner Policies displayed on our website https://www.nazca-services.com/legal-stuff/;
1.29 “Partner Scope” the specific terms relating to the Partner as set out in Schedule 1;
1.30 “Personal Data” has the meaning given to it in the Data Protection Act 2018;
1.31 “Program Policies” means the policies applicable to you which we have published on our website https://www.nazca-services.com/legal-stuff/ and which we may amend from time to time.
1.32 “Professional Services” means the provision of professional services by our consultants or other personnel which shall be provided in accordance with the terms of the Master Services Agreement.
1.33 “Prospects” potential End Users who will purchase the Nazca Services Products;
1.34 “Qualified Transactions” means those transactions that are eligible for a Revenue Share as set out in this Agreement;
1.35 “Revenue Share” means an amount equal to twenty percent (20%) of Net Revenue paid to us by an End User for a Qualified Transaction. Part of the Revenue Share may be paid through the Affiliate Program. The remainder will be paid as part of this Program.
1.36 “Service Limits” those limits that apply to your use of the Nazca Services Product available in our Partner Policies displayed on our website https://www.nazca-services.com/legal-stuff/ (which may be amended from time to time);
1.37 “Shared Lead” as defined in clause 3.4;
1.38 “Subscription Services” means our web-based sales pipeline development platform software that is subscribed to, and developed, operated, and maintained by us, accessible via http://www.Nazca Services.com or another designated URL, and any add-on products that are included with such software, but excluding all Other Products. For avoidance of doubt, add-on products alone will not be considered Subscription Services.
1.39 “Term” the term of this Agreement as set out in clause 10;
1.40 “Territory” means the country or region you are permitted to sell into as set out in the Partner Scope;
1.41 “Trademark Usage Guidelines” available in our Partner Policies displayed on our website https://www.nazca-services.com/legal-stuff/’
1.42 “User Permissions” means the authorization given to users within a Nazca Services portal that enables them to access specific resources, such as data and applications.
1.43 “We”, “us”, “our”, and “Nazca Services” means Nazca Services Limited a company incorporated in England and Wales with company number 6247483 and whose registered office is at Hillier Hopkins LLP, Radius House, 51 Clarendon Road, Watford, Herts WD17 1HP;
1.44 “You” and “Partner” means the party, other than Nazca Services, entering into this Agreement and participating in the Program.
SCHEDULE THREE
AFFILIATE AGREEMENT
This Agreement was last updated on 20th August. 2020