ITERNAL TECHNOLOGIES, INC.
PARTNER NETWORK TERMS AND CONDITIONS
Last Updated: December 9, 2021
These Iternal Partner Network Terms and Conditions (these “Terms”) govern your participation in the Iternal Partner Network Program (the “Program”) and are an agreement between Iternal Technologies, Inc. (also referred to as “Iternal,” “we,” “us,” or “our”) and the Iternal Contracting Party (“you” or “your”). These Terms take effect when you click an “Accept” button or check box presented with these Terms or, if earlier, when you receive or use any Benefits (the “Effective Date”). You represent to us that you are lawfully able to enter into contracts (e.g., you are not a minor). If you are entering into these Terms for an entity, such as the company you work for, you represent to us that you have legal authority to bind that entity.
Please see Section 9 for definitions of certain capitalized terms used in these Terms.
Program Overview and Administration.
- Joining the Program. To join the Program, you must submit a complete Program application through the Iternal Partner Site, agree to the Iternal Master License and Services Agreement, and be accepted by Iternal into the Program. Acceptance into the Program does not authorize you to resell or sublicense Iternal services.
- Program Fees. We bill Program fees as described on the Iternal Partner Site. You will pay Iternal the Program fees, including applicable taxes or similar fees, in accordance with the Iternal Master License and Services Agreement using one of the payment methods we support. All Program fees paid to Iternal are non-refundable.
- Your Conduct. You will at all times (a) conduct your activities in the Program in a professional and competent manner and, when applicable, in accordance with the Iternal Trust and Business Conduct Code, (b) comply with all applicable laws, rules, and regulations, and orders of any governmental authority, and (c) not engage in any harmful, false, or deceptive acts or practices.
Benefits and Content Provided by Iternal.
- Program Benefits.
- General Benefits. As part of the Program, we might invite you to participate in opportunities or provide you with benefits (collectively, “Benefits”) related to your activities that support usage, promotion, or knowledge of Iternal services (collectively, “Projects”). Your participation in the Program, including any Projects, or your receipt of any Benefits, are governed by these Terms and any additional terms, conditions, guidelines, and requirements expressed as “Additional Terms” (collectively, “Additional Terms”) that are made available to you (including from third parties) whether via email, a program guide, or letter. If we make these Additional Terms available to you, they are incorporated by reference into these Terms. By participating in a Project or accepting the Benefits, you agree to the Additional Terms.
- Eligibility. You are only eligible for Benefits as part of a Project if you (i) submit a Project proposal to Iternal, (ii) receive Iternal’s approval that you are eligible for such Benefits prior to the Project start date, and (iii) complete the Project in accordance with your Project proposal, in jurisdictions approved by Iternal, and in compliance with these Terms. Benefits are provided by us pursuant to these Terms as determined by Iternal and subject to your compliance with these Terms and any other agreements between you and Iternal (e.g., the Iternal Master License and Services Agreement). If you receive Benefits for which Iternal determines you are not eligible, you will return such Benefits upon our request, or we may cancel such Benefits or make corresponding reductions to any of your future Benefits.
- Use. You may not use any Benefits for any purpose other than for their intended use as communicated to you by Iternal. Benefits may not be used by your employees for their personal benefit.
- Government Customer Projects. If you accept Benefits in support of a Project relating to an existing or potential business relationship with a Government customer (a “Government Customer Project”), you agree that:
- If the Benefits are in the form of funding, the Government must derive independent financial benefit from your consumption of the Benefits (i.e., free or discounted products or services from you).
- You will comply with all applicable Government procurement laws, rules, regulations, and contract provisions, including any that pertain to discounts and rebates, or that pertain to ethics and integrity (e.g., prohibitions against gratuities, bribery, corruption, kickbacks, conflicts of interest, false statements or claims, etc.). Your use of Benefits must not create a conflict of interest (or the appearance of a conflict of interest) for you or Iternal, or give rise to any liability for Iternal. Iternal recommends you confirm with the Government customer’s contracting officer, ethics official, or other applicable Government representative that your use of Benefits is lawful, ethical, and permissible.
- You will disclose to Government customers the details regarding your receipt of Benefits to the extent required by applicable law, any Government contracting requirements, or Iternal. Iternal is not responsible for confirming the accuracy of such disclosures prior to distributing Benefits. If you provide recommendations to a Government customer regarding Iternal services, Benefits should not impact such recommendations, and you will not use Benefits for the Government Customer Project unless you first disclose in writing to the Government customer that Iternal is providing you Benefits for the Project.
- Anti-Bribery. The Iternal Code of Conduct prohibits the paying of bribes to anyone, for any reason. You will not violate or knowingly permit your employees or representatives to violate the foregoing prohibition or any applicable anti-corruption laws, and will immediately notify Iternal if you become aware of any investigation, complaint, litigation, or other proceedings against you or your employees or representatives regarding such violations related to any Project.
- Responsibility. You are solely responsible for ensuring you are eligible to receive, and that you are using, Benefits in accordance with applicable law. You will hold harmless Iternal and its affiliates, and each of their respective employees, officers, directors, and representatives from and against any loss, damage, judgment, settlement, expense, interest, and any other liability (including reasonable attorney’s fees and court costs) related to any Project.
- Program Content. We might provide you text, images, audio, video, or other content (excluding software) related to the Program (“Program Content”), including a graphic image identifying you as a Program participant (the “Partner Logo”), through the Iternal Partner Site, third-party websites or software, or other means. We grant you a limited, revocable, worldwide, royalty-free, non-exclusive, non-sublicensable, and non-transferrable license to (a) reproduce, display, and distribute the Program Content (other than the Partner Logo) solely for the purpose of marketing our services to your customers, and (b) if you are eligible as described on the Iternal Partner Site, display the current version of the Partner Logo (as Iternal may update from time to time) on your website and in your own offline materials in accordance with the Iternal Marks for Iternal Guidelines and the Program marketing tools available to you under the Program, solely to identify your participation in the Program. You may not modify, alter, or otherwise create derivative works of any Program Content unless expressly permitted by Iternal. If you are not eligible to use the Partner Logo as described on the Iternal Partner Site, you may not use the Partner Logo or refer to yourself as an Iternal Partner, a partner of Iternal, or a member of the Program. We own and reserve all right, title, and interest in and to the Program Content, and related intellectual property rights, and except as expressly described in this Section 2.2, no rights to the Program Content, or related intellectual property rights are transferred or licensed pursuant to these Terms.
- Program Benefits.
Content Provided by You.
- Partner Materials. We may list your name, website, and other general contact information on the Iternal Partner Site. If you provide to us or our affiliates any trademark, service mark, trade name, other proprietary logo or insignia, URL, domain name, or other source or business identifier, or any other text, images, audio, video, or other content (excluding software) (“Your Materials”), then you grant to us and our affiliates a worldwide, royalty-free, non-exclusive, non-sublicensable, and non-transferrable license to use, reproduce, display, distribute, and translate all or any part of Your Materials in connection with the Program. You will ensure you have all rights necessary to grant to Iternal and its affiliates the rights described in this Section 3.1. Iternal may make reasonable, minor changes to Your Materials, such as resizing or reformatting Your Materials. As between the parties, you own and reserve all right, title, and interest in and to Your Materials.
- Your Contributions, Submissions, Case Studies, and Software.
- Contributions. If you provide any suggestions for, or contributions to, any Program Content (“Contributions”) to Iternal or its affiliates, Iternal and its affiliates will be entitled to use the Contributions without restriction. You hereby irrevocably assign to us and our affiliates all right, title, and interest in and to the Contributions and agree to provide to us and our affiliates any assistance required to document, perfect, and maintain the rights of Iternal and its affiliates in the Contributions.
- Submissions. If you provide any code for sample code repositories or Quick Start templates (“Submissions”) to Iternal or its affiliates, your Submissions will be governed by the terms of the Apache License, Version 2.0, unless you request, and we consent in writing, to another license supported by us or our affiliates.
- Case Studies. If you provide any written or recorded case studies or testimonials (“Case Studies”) to Iternal or its affiliates, you authorize Iternal and our affiliates to use, reproduce, display, distribute, and translate the Case Studies, along with your company name and logo, for marketing purposes on websites operated by Iternal (including the Iternal Partner Site), on the Iternal video repository on YouTube, Vimeo, Cloudflare Stream, and in commercial presentations.
- Software. If you provide any software to Iternal or its affiliates through your participation in the Program (“Software”), you hereby grant to us and our affiliates a worldwide, royalty-free, non-exclusive license to install, use, and copy the Software, and any and all documentation made available by you related to the Software (“Documentation”), for purposes of conducting testing, demonstrations, or validations as part of the Program, such as using the Software to determine whether you meet certain Program standards or otherwise qualify for Benefits under the Program, or to help you with your Iternal sandbox environments. The foregoing rights may be sublicensed to any third parties as needed to perform services for Iternal or its affiliates in furtherance of such testing, demonstration, or validation purposes. Iternal and its affiliates will not (i) intentionally remove, alter, or obscure any copyright notice or other notice of proprietary rights present in or on any of the Software or Documentation, or (ii) sell, license, lend, or otherwise transfer the Software to any unaffiliated third party (except as set forth above).
You represent and warrant that (x) your Contributions, Submissions, Case Studies, Software, and Documentation do not violate any rights of any third party, and are not subject to any license or other terms that grant any rights to Iternal materials to a third party or otherwise requires such materials to be disclosed or distributed, licensed for the purpose of making derivative works, or redistributable at no charge and (y) you have full rights and authority to grant the foregoing rights without needing additional approval from, or creating monetary liability to, any third party.
- Term. These Terms will commence on the Effective Date and will remain in effect until terminated under this Section 4 (“Term”).
- Termination. Either party may, by giving at least 30 days’ notice, terminate these Terms for any or no reason. Iternal may also terminate these Terms or your participation in any aspect of the Program (such as a downgrade in Program tier as described on the Iternal Partner Site) immediately upon notice to you (a) if you are in material breach and fail to cure within a reasonable time period specified by Iternal, (b) if your participation in the Program could subject us or our affiliates to harm, or (c) in order to comply with the law or requests of governmental entities.
- Effect of Termination. Upon termination of these Terms (a) you remain responsible for all Program fees incurred through the date of termination, (b) you will immediately return, cease use of, and remove from your website, or, if instructed by us, destroy all Materials (as defined in Section 5 below) in your possession, (c) you will immediately cease to identify yourself or hold yourself out as a Program participant or Program “partner,” and (d) Sections 1.2, 1.3, 1.4, 2 (except the license granted to you in Sections 2.2), 3 (except the license granted to Iternal in Section 3.1), and Sections 4-9 will continue to apply in accordance with their terms.
- THE PROGRAM AND THE PROGRAM CONTENT, THIRD-PARTY DATA, AND ANY BENEFITS (INCLUDING ACCESS TO AND USE OF PARNER-ONLY SECTIONS OF THE ITERNAL SITE) OR OTHER MATERIALS THAT WE MIGHT OFFER THROUGH THE PROGRAM (COLLECTIVELY, THE “MATERIALS”) ARE PROVIDED “AS-IS.” EXCEPT TO THE EXTENT PROHIBITED BY LAW, WE AND OUR AFFILIATES (A) MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE REGARDING THE PROGRAM OR MATERIALS, AND (B) DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED OR EXPRESS WARRANTIES (I) OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, (II) THAT THE MATERIALS WILL BE ERROR FREE OR FREE OF HARMFUL COMPONENTS, AND (III) ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE.
Limitations of Liability
- WE AND OUR AFFILIATES WILL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, OR FOR ANY LOSS OF REVENUE, PROFITS, OR GOODWILL, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING IN CONNECTION WITH: (A) YOUR PARTICIPATION IN THE PROGRAM; (B) YOUR USE OF MATERIALS; OR (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THESE TERMS OR THE PROGRAM. IN ANY CASE, THE AGGREGATE LIABILITY OF ITERNAL AND OUR AFFILIATES ARISING IN CONNECTION WITH THESE TERMS AND THE PROGRAM WILL BE LIMITED TO A REFUND OF THE FEES PAID BY YOU TO US OR OUR AFFILIATES UNDER SECTION 1.3 DURING THE 12 MONTHS BEFORE THE LIABILITY AROSE. THE LIMITATIONS IN THIS SECTION 6 APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
Modifications. We may modify these Terms at any time by posting a revised version on the Iternal Partner Site or by otherwise notifying you in accordance with Section 8.11. The modified Terms will become effective upon posting or, if we notify you by email, as stated in the email message. By continuing to participate in the Program after the effective date of any modifications to these Terms, you agree to be bound by the modified terms. It is your responsibility to check the Iternal Partner Site regularly for modifications to these Terms. We last modified these Terms on the date listed at the beginning of these Terms. We may also change or discontinue all or any part of the Program at any time in our sole discretion.
- Assignment. You will not assign or otherwise transfer these Terms or any of your rights and obligations under these Terms, without our prior written consent. Any assignment or transfer in violation of this Section 8.1 will be void. We may assign these Terms without your consent (a) in connection with a merger, acquisition, or sale of all or substantially all of our assets or (b) to any affiliate or as part of a corporate reorganization; and effective upon such assignment, the assignee is deemed substituted for Iternal as a party to these Terms and Iternal is fully released from all of its obligations and duties to perform under these Terms. Subject to the foregoing, these Terms will be binding upon, and inure to the benefit of the parties and their respective permitted successors and assigns.
- Entire Agreement. These Terms, including any applicable Additional Terms and all other documents incorporated by reference herein, are the entire agreement between you and Iternal regarding the subject matter of these Terms. These Terms supersede all prior or contemporaneous representations, understandings, agreements, or communications between you and Iternal, whether written or verbal, regarding the subject matter of these Terms. We will not be bound by, and specifically object to, any term, condition, or other provision that is different from or in addition to the provisions of these Terms (whether or not it would materially alter these Terms). If there is a conflict between these Terms and any Additional Terms, the Additional Terms will control, except that these Terms will control with respect to any Additional Terms from a third party.
- Iternal Master License and Services Agreement. Your access and use of Iternal services is governed by the Iternal Master License and Services Agreement. Nothing in these Terms modifies or supersedes the Iternal Master License and Services Agreement.
- Force Majeure. We and our affiliates will not be liable for any delay or failure to perform any obligation under these Terms where the delay or failure results from any cause beyond our reasonable control, including acts of God, labor disputes or other industrial disturbances, electrical or power outages, utilities or other telecommunications failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.
- Governing Law. This Agreement shall be construed, and the legal relations between the parties hereto shall be determined, in accordance with the laws of the State of Delaware, excluding its conflicts of law principles, and the federal laws of the United States. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.
- Disputes. Any dispute or claim relating in any way to the Program or these Terms will be adjudicated in the State of Texas, and you consent to exclusive jurisdiction and venue in the State of Texas. Notwithstanding the foregoing, either party may seek injunctive or other relief in any court of competent jurisdiction for any actual or alleged infringement of such party’s, its affiliates’, or any third party’s intellectual property or other proprietary rights.
- Trade Compliance. Each party will comply with all applicable import, re-import, sanctions, anti-boycott, export, and re-export control laws and regulations, including all such laws and regulations that apply to a U.S. company, such as the Export Administration Regulations, the International Traffic in Arms Regulations, and economic sanctions programs implemented by the Office of Foreign Assets Control. For clarity, you are solely responsible for compliance related to the manner in which you choose to use any Benefits, Program Content, Third-Party Data, software or otherwise participate in the Program. You represent and warrant that you and your financial institution(s), or any party that owns or controls you or your financial institution, are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties, including but not limited to the lists maintained by the United Nations Security Council, the U.S. Government (e.g., the Specially Designated Nationals List and Foreign Sanctions Evaders List of the U.S. Department of Treasury, and the Entity List of the U.S. Department of Commerce), the European Union or its Member States, or other applicable government authority. You will not directly or indirectly export, re-export, transmit, or cause to be exported, re-exported or transmitted, any commodities, software, or technology of Iternal or its affiliates (“Items”) to any country, individual, corporation, organization, or entity to which such export, re-export, or transmission is restricted or prohibited, including to any country, individual, corporation, organization, or entity under sanctions or embargoes administered by the United Nations, U.S Departments of State, Treasury or Commerce, the European Union, or any other applicable government authority unless such activity is authorized by law pursuant to a license or other government authorization.
- Independent Contractors; Non-Exclusive Rights. We and you are independent contractors, and these Terms do not create a partnership, joint venture, agency, fiduciary, or employment relationship. The use of the term “Iternal Partner” or “partner of Iternal” refers solely to membership in the Program. You will not make any representations, warranties, or guarantees to any third party on behalf of Iternal. Neither party, nor any of its respective affiliates, is an agent of the other for any purpose or has the authority to bind the other. Each party is solely responsible for establishing the prices of its own products and services. These Terms are non-exclusive and do not preclude Iternal or you from entering into similar agreements with third parties. Both parties reserve the right to (a) develop or have developed for it products, services, concepts, systems, or techniques that are similar to or compete with the products, services, concepts, systems, or techniques developed or contemplated by the other party, and (b) assist third party developers or systems integrators who might offer products or services which compete with the other party’s products or services.
- Language. All communications and notices made or given pursuant to these Terms must be in the English language. If we provide a translation of the English language version of these Terms or any applicable Additional Terms, the English language version will control if there is any conflict.
- Confidentiality and Publicity. You may use Iternal Confidential Information provided to you under the Program only for your participation in the Program or as otherwise expressly permitted by Iternal in writing. Unless otherwise expressly permitted by Iternal in writing, you will not disclose Iternal Confidential Information during the Term or at any time during the 5-year period following the end of the Term. You will take all reasonable, technical, and organizational measures to avoid disclosure, dissemination or unauthorized use of Iternal Confidential Information, including, at a minimum, those measures you take to protect your own confidential information of a similar nature. You will not issue any press release or make any other public communication regarding your participation in the Program without our prior written consent.
- Notice. To provide notice under these Terms, each party must deliver such notice in accordance with the notice provisions in the Iternal Master License and Services Agreement.
- No Third-Party Beneficiaries. Except as provided in Section 2.1(f), these Terms do not create any third-party beneficiary rights in any individual or entity that is not a party to these Terms.
- Government Code of Conduct, Training, and Internal Controls. If you are engaged in dealings with Government customers and conduct Government Customer Projects or otherwise accept Benefits in relation to your Government business, you must maintain an adequate (a) written code of business conduct and ethics regarding interactions with Government customers and representatives (“Government Code of Conduct”), (b) ethics and compliance training program regarding your Government Code of Conduct for your employees and representatives, and (c) internal control system that includes compliance points of contact within your company, periodic reviews/auditing of current policies and practices to confirm compliance with your Government Code of Conduct, and an internal reporting mechanism allowing for anonymous or confidential reporting of suspected instances of improper conduct and appropriate disciplinary action.
- No Waivers. The failure by us to enforce any provision of these Terms will not constitute a present or future waiver of such provision nor limit our right to enforce such provision at a later time. All waivers by us must be in writing to be effective.
- Severability. If any portion of these Terms is held to be invalid or unenforceable, the remaining portions of these Terms will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to give effect to the intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from these Terms but the rest of these Terms will remain in full force and effect.
- “Government” means any entity that is part of, or substantially owned, funded, managed, or controlled by, any government at any level.
- “Iternal Code of Conduct” means Iternal’s Code of Business Conduct and Ethics located at https://iternal.us/trust-and-business-conduct/ (and any successor or related locations designated by us), as may be updated by us from time to time.
- “Iternal Contracting Party” means the entity billing such Program Fees.
- “Iternal Confidential Information” means all nonpublic information disclosed by us, our affiliates, business partners or our or their respective employees, contractors or agents that is designated as confidential or that, given the nature of the information or circumstances surrounding its disclosure, reasonably should be understood to be confidential. Iternal Confidential Information includes (a) nonpublic information relating to our or our affiliates’ or business partners’ technology, customers, pricing, technology roadmap, features and capabilities, business plans, promotional and marketing activities, finances and other business affairs, (b) third-party information that we are obligated to keep confidential, including Third-Party Data, and (c) the nature, content and existence of any discussions or negotiations between you and us or our affiliates. Iternal Confidential Information does not include any information that (i) is or becomes publicly available without breach of these Terms, (ii) can be shown by documentation to have been known to you at the time of your receipt from us; (iii) received from a third party who did not acquire or disclose the same by a wrongful or tortious act, or (iv) can be shown by documentation to have been independently developed by you without reference to the Iternal Confidential Information.
- “Iternal Master License and Services Agreement” means either (1) Iternal’s standard Master License and Services agreement located at https://iternal.us/legal/legal-agreements-and-terms/MLSA/ (and any successor or related locations designated by Iternal), or an equivalent agreement between Iternal and the Iternal Contracting Party.
- “Iternal Marks for Iternal Guidelines” means the guidelines located at https://iternal.us/legal/legal-agreements-and-terms/iternal-technologies-trademark-and-copyright-usage-guidelines/ (and any successor or related locations designed by us), as may be updated by us from time to time.
- “Iternal Site” means collectively https://iternal.us, https://iternal.ai, https://iternal-trial.com, https://iternal-certification.com, (and any successor or related site designated by us), as may be updated by us from time to time.
- “Iternal Partner Site” means https://iternal.us/partners (and any successor or related locations designated by us), as may be updated by us from time to time.
- “Iternal Trust and Business Conduct” means https://iternal.us/trust-and-business-conduct/ (and any successor or related locations designated by us), as may be updated by us from time to time.
- “Program Account Information” means information about you that you provide to us or our affiliates in connection with the creation or administration of your Program account. For example, Program Account Information includes names, usernames, phone numbers, email addresses, and billing information associated with your Program account.
- “Third-Party Data” means any information regarding any third-party, including information relating to an identified or identifiable person.