Partner Terms

Enseva Partner Network

1. Joining the Program – Joining the Enseva Partner Network is simple.  You need to complete a partner registration from by visiting the Partners section of Enseva’s website (http://www.enseva.com) or by visiting the direct link (http://www.enseva.com/?page_id=842).  Click the Partner Registration button in the navigation menu and complete the registration wizard in full.
2. Program Benefits – If you are accepted into the Enseva Partner Network, you and the organization you represent may receive certain benefits that are further described in the Enseva Partners section of the website.  Some of these benefits may come with additional terms and conditions that must be accepted prior to receiving the benefits.  If these Terms are inconsistent with any additional terms and conditions provided by a third party, these Terms will control.
3. Program Administration – We may from time to time use the contact details you provide to send information about the Enseva Partner Program, including information about related events, promotional events, training opportunities, surveys to help improve the program and other information supporting your efforts to deliver solutions based on Enseva technologies and services.
4. Fees – There are no fees to join the Enseva Partner Network.

Publicity and Marketing

1. Partner Material – Enseva may list your name, website and other general contact information in various partner directories located throughout the Enseva website (http://www.enseva.com), print materials and similar resources.  You grant to us and our affiliates a non-exclusive, worldwide, royalty-free license to use any trademark, service mark, trade name, other proprietary logo or insignia, URL, domain name, or other source or business identifier that you provide to us (collectively, “Your Marks”) solely in connection with the Program, the Enseva Partner Network, the customer lists, commercial presentations, flyers, brochures, newsletters and similar resources.  You may elect (but are not obligated) to provide to Enseva or its affiliates other text, images, web content, audio, video, or other content (excluding software) (“Additional Materials”) in connection with the Program, and you grant to us and our affiliates a non-exclusive, worldwide, royalty-free license to reproduce, publish, distribute and translate, for advertising, merchandising and publicity purposes, all or any part of such Additional Materials. You will ensure you have all rights necessary to grant the rights to Enseva and its affiliates the rights described in this Section. Enseva may make reasonable changes or alterations to Your Marks or your Additional Materials. As between the parties, you will retain title and ownership in Your Marks and intellectual property rights in your Additional Materials.
2. Identifying Yourself as an Enseva Partner – You may not issue any press release or other public statement with respect to your participation in the Program without our prior written consent.  Enseva will make available to you a graphic image that identifies you as a Partner Program participant, which we may modify from time to time.  We grant Partners a non-exclusive, worldwide, royalty-free, revocable license to display the most recent version of the Enseva Partner Logo on their website or in their own offline materials (e.g., in any printed material, mailing, or other document) solely to identify their participation in the Program.  Any use of the Enseva Partner Logo outside the scope of the foregoing license requires Enseva’s prior written permission. Partners will remove any previous versions as new versions become available. You may not modify the Enseva Partner Logo in any way. You may not transfer, assign or sublicense your limited permission to use the Enseva Partner Logo to any other person or entity.  We may revoke your license (if any) to use any Enseva Partner Logo at any time by giving you written notice.  Neither party or any of its respective affiliates is an agent of the other for any purpose or has the authority to bind the other.

Enseva Partner Content

1. Program Content – Enseva may provide to you as a Program benefit text, images, web content, audio, video, or other content (excluding software) through a variety of means including through the Site and third party websites and software (“Program Content”).
2. Ownership and Use of Program Content – We own and reserve all right, title, and interest in and to the Program Content. We grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferrable license to reproduce and distribute the Program Content during the Term (as defined in Section 4) solely for the purpose of marketing our services to your customers. Except as provided in this Section, you obtain no rights under these Terms from us to the Program Content, including any related intellectual property rights. If the Program Content is provided with additional terms and conditions from us, you must accept those terms and conditions (“Additional Content Terms”) and your use of that Program Content must be in accordance with those Additional Content Terms. If there is a conflict between these Terms and the Additional Content Terms, the Additional Content Terms will control.
3. Program Content Restrictions – You agree that you will not use the Program Content in any manner or for any purpose other than as expressly permitted by these Terms. You may not and may not attempt to: (i) except as permitted in Section 3.2, use, reproduce, sell, sublicense, distribute or otherwise transfer any Program Content to any third party; (ii) use the Program Content in any manner that is unlawful or infringes or violates the rights of Enseva or any third party; or (iii) modify, alter or otherwise create derivative works of any Program Content. During and after the Term, you will not assert, nor will you authorize, assist, or encourage any third party to assert, any copyright infringement or other intellectual property infringement claim regarding the Program Content you have used.

Service Referrals

1. In accordance with the terms and conditions of the Agreement, you are authorized to refer qualified leads to Enseva Services subject to the commission amounts set forth in the Enseva Partner Program.  A qualified lead is a prospective customer that has expressed an interest in Enseva’s products or services.
2. Enseva will pay to you a recurring commission of the Client’s Billed Monthly Recurring Revenue for each Client that you refer to Enseva for Commissionable Services that result in such Client entering into a written agreement with Enseva that contractually obligates it to pay monthly revenue for the applicable Commissionable Services ordered from Enseva for a minimum term of one (1) months (the “Required Minimum Contract Term”).Billed Monthly Revenue is the amount consisting solely of the base monthly recurring fees billed to said Client for the Commissionable Services ordered, after application and deduction of all discounts, credits and other promotions offered by Enseva in connection with such Commissionable Services.  By way of illustration, but not limitation, Billed Monthly Revenue would exclude taxes, set-up fees, fees for local loop services, communication services and additional hourly support charges.
3. Commission fees are paid in accordance to the commission structure found on the Enseva Partner site (http://www.enseva.com).  These fees may vary based on your performance, partner level, volume and other metrics.
4. If the client renews their contract after the initial term has been fulfilled.  Your commissions will continue to be applicable for all MRC (monthly recurring charge). In the event of termination of services to Client or termination of Client’s contract, by either Client or Enseva, the obligation to pay you commissions terminates immediately and no fees are due for services not rendered.
5. If Client purchases additional services during the initial term (“Add-On Sales”), the commissions will be adjusted based on the new MRC (monthly recurring charge), with exception of Pass Through Items as described in subsection (6).  No Finder’s Fee will be paid on Add-On Sales.
6. Pass Through Items are those items billed to Client or provided to Client under an agreement on which Enseva has no margin or very low margin.  Examples of Pass Through Items are internet connectivity, metered electrical services, travel costs and mileage, travel related expenses and reimbursable employee expenses.  These items are established at Enseva’s discretion on a case by case basis and will be identified for you upon request.
7. Enseva may provide Technical Support Services, which are services provided by individuals, such as “Smart Hands” assistance or services, rather than traditional data center or cloud services based on physical assets such as cages, cabinets, power supply and cross-connections or cloud resources such as CPU, memory and disk storage.  Technical Support Services are based on an hourly or a time and expenses basis when requested by Client, rather than on a flat NRC or MRC basis.  Technical Support Services are outside the scope of this agreement.  Your Fees are not automatically earned or paid on Technical Support Services outside of scope, unless they result from direct, clearly defined actions by you, coordinated in advance with Enseva, designed to assist in securing a sale of Technical Support Services to Client.

Terms and Termination

The term of these Terms will commence on Effective Date and will remain in effect until these Terms are terminated (“Term”), except that these Terms will automatically terminate upon any termination of the applicable Customer Agreement. Either party may, by giving at least 30 days’ notice in accordance with the applicable Customer Agreement, terminate these Terms for any or no reason. If these Terms are terminated for any reason: (a) all licenses granted by you or us will terminate; (b) you will immediately cease use of, and remove from your site, all Materials (as defined in Section 5 below); and (c) you will immediately cease to identify yourself or hold yourself out as a Program participant or Enseva partner.

Confidential Information

You may use Enseva Confidential information only in connection with your use of the Service Offerings as permitted under this Agreement. You will not disclose Enseva 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 measures to avoid disclosure, dissemination or unauthorized use of Enseva Confidential Information, including, at a minimum, those measures you take to protect your own confidential information of a similar nature. You will not misrepresent or embellish the relationship between us and you (including by expressing or implying that we support, sponsor, endorse, or contribute to you or your business endeavors), or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this Agreement.

Disclaimer

The Program and the Enseva Partner Logo, Program Content, and any benefits or other materials that we may offer through the Program (collectively the “Materials”) are provided “as-is.” Except to the extent prohibited by law, we and our affiliates make no representations or warranties of any kind, whether express, implied, statutory, or otherwise, with respect to the Program or Materials, including any implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, or quiet enjoyment, any warranties that the Materials will be error free or free of harmful components, and any warranties arising out of any course of dealing or usage of trade.

Limitation of Liability

WE AND OUR AFFILIATES WILL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR ANY LOSS OF REVENUE, PROFITS, OR GOODWILL), EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATES WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR 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, THE PROGRAM, OR YOUR USE OF OR ACCESS TO MATERIALS. FURTHER, OUR AGGREGATE LIABILITY ARISING WITH RESPECT TO THE PROGRAM AND MATERIALS WILL NOT EXCEED $100 OR ITS FOREIGN CURRENCY EQUIVALENT. THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION 6 APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

Modification

We may from time to time modify these Terms, or change or discontinue the Program as a whole, or any aspect of it. We will notify you of changes by posting them on the Site or by sending you an email using the email address provided to us in your application for the Program. You are responsible for checking the Site regularly for changes. Changes will be effective as of the date such changes are posted or, if we notify you by email, as stated in the email message. When possible, Enseva will provide thirty (30) days advanced notice on changes scheduled to be published. By continuing to participate in the Program, you agree to comply with the most current version of these Terms. We last modified these Terms on the date listed at the beginning of these Terms.

Miscellaneous

1. Assignment; No Third Party Beneficiaries – You will not assign these Terms, or delegate or sublicense any of your rights under these Terms, without our prior written consent. Any assignment or transfer in violation of this Section will be void. Subject to the foregoing, these Terms will be binding upon, and inure to the benefit of the parties and their respective successors and assigns. These Terms do not create any third party beneficiary rights in any individual or entity that is not a party to these Terms.
2. 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.
3. Entire Agreement; English Language – These Terms include all other documents incorporated by reference herein and are the entire agreement between you and us regarding the subject matter herein. These Terms supersede all prior or contemporaneous representations, understandings, agreements, or communications between you and us, whether written or verbal, regarding their subject matter. If we provide a translation of the English language version of these Terms, the English language version of these Terms will control if there is any conflict.
4. Governing Law, Jurisdiction, and Venue – This Agreement shall be governed by the laws of the Commonwealth of Iowa, exclusive of its choice of law principles, and the laws of the United States of America, as applicable.  The Agreement shall not be governed by the United Nations Convention on the International Sale of Goods.  EXCLUSIVE VENUE FOR ALL DISPUTES ARISING OUT OF OR RELATING TO THE AGREEMENT SHALL BE THE STATE AND FEDERAL COURTS IN THE COUNTY OF Blackhawk, Iowa.

Enseva Partner Network

1. Joining the Program – Joining the Enseva Partner Network is simple.  You need to complete a partner registration from by visiting the Partners section of Enseva’s website (http://www.enseva.com) or by visiting the direct link (http://www.enseva.com/?page_id=842).  Click the Partner Registration button in the navigation menu and complete the registration wizard in full.
2. Program Benefits – If you are accepted into the Enseva Partner Network, you and the organization you represent may receive certain benefits that are further described in the Enseva Partners section of the website.  Some of these benefits may come with additional terms and conditions that must be accepted prior to receiving the benefits.  If these Terms are inconsistent with any additional terms and conditions provided by a third party, these Terms will control.
3. Program Administration – We may from time to time use the contact details you provide to send information about the Enseva Partner Program, including information about related events, promotional events, training opportunities, surveys to help improve the program and other information supporting your efforts to deliver solutions based on Enseva technologies and services.
4. Fees – There are no fees to join the Enseva Partner Network.

Publicity and Marketing

1. Partner Material – Enseva may list your name, website and other general contact information in various partner directories located throughout the Enseva website (http://www.enseva.com), print materials and similar resources.  You grant to us and our affiliates a non-exclusive, worldwide, royalty-free license to use any trademark, service mark, trade name, other proprietary logo or insignia, URL, domain name, or other source or business identifier that you provide to us (collectively, “Your Marks”) solely in connection with the Program, the Enseva Partner Network, the customer lists, commercial presentations, flyers, brochures, newsletters and similar resources.  You may elect (but are not obligated) to provide to Enseva or its affiliates other text, images, web content, audio, video, or other content (excluding software) (“Additional Materials”) in connection with the Program, and you grant to us and our affiliates a non-exclusive, worldwide, royalty-free license to reproduce, publish, distribute and translate, for advertising, merchandising and publicity purposes, all or any part of such Additional Materials. You will ensure you have all rights necessary to grant the rights to Enseva and its affiliates the rights described in this Section. Enseva may make reasonable changes or alterations to Your Marks or your Additional Materials. As between the parties, you will retain title and ownership in Your Marks and intellectual property rights in your Additional Materials.
2. Identifying Yourself as an Enseva Partner – You may not issue any press release or other public statement with respect to your participation in the Program without our prior written consent.  Enseva will make available to you a graphic image that identifies you as a Partner Program participant, which we may modify from time to time.  We grant Partners a non-exclusive, worldwide, royalty-free, revocable license to display the most recent version of the Enseva Partner Logo on their website or in their own offline materials (e.g., in any printed material, mailing, or other document) solely to identify their participation in the Program.  Any use of the Enseva Partner Logo outside the scope of the foregoing license requires Enseva’s prior written permission. Partners will remove any previous versions as new versions become available. You may not modify the Enseva Partner Logo in any way. You may not transfer, assign or sublicense your limited permission to use the Enseva Partner Logo to any other person or entity.  We may revoke your license (if any) to use any Enseva Partner Logo at any time by giving you written notice.  Neither party or any of its respective affiliates is an agent of the other for any purpose or has the authority to bind the other.

Enseva Partner Content

1. Program Content – Enseva may provide to you as a Program benefit text, images, web content, audio, video, or other content (excluding software) through a variety of means including through the Site and third party websites and software (“Program Content”).
2. Ownership and Use of Program Content – We own and reserve all right, title, and interest in and to the Program Content. We grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferrable license to reproduce and distribute the Program Content during the Term (as defined in Section 4) solely for the purpose of marketing our services to your customers. Except as provided in this Section, you obtain no rights under these Terms from us to the Program Content, including any related intellectual property rights. If the Program Content is provided with additional terms and conditions from us, you must accept those terms and conditions (“Additional Content Terms”) and your use of that Program Content must be in accordance with those Additional Content Terms. If there is a conflict between these Terms and the Additional Content Terms, the Additional Content Terms will control.
3. Program Content Restrictions – You agree that you will not use the Program Content in any manner or for any purpose other than as expressly permitted by these Terms. You may not and may not attempt to: (i) except as permitted in Section 3.2, use, reproduce, sell, sublicense, distribute or otherwise transfer any Program Content to any third party; (ii) use the Program Content in any manner that is unlawful or infringes or violates the rights of Enseva or any third party; or (iii) modify, alter or otherwise create derivative works of any Program Content. During and after the Term, you will not assert, nor will you authorize, assist, or encourage any third party to assert, any copyright infringement or other intellectual property infringement claim regarding the Program Content you have used.

Reseller

1. In accordance with the terms and conditions of the Agreement, you are authorized to resell Enseva Services subject to the reseller discounts set forth in the Enseva Partner Program.
2. Partner will enter into a writen agreement with Enseva for the purposes of delivering services, sometimes in a bundle, to Client for a minimum term of one (1) months (the “Required Minimum Contract Term”). Partner is billed monthly for services rendered with applicable discounts, credits and other promotions offered by Enseva. Partner is responsible for billing Client(s) at Partners discretion for any applicable services.
3. Partner discounts are deducted from invoices in accordance to the commission structure found on the Enseva Partner site (http://www.enseva.com). These fees may vary based on your performance, partner level, volume and other metrics.

Terms and Termination

The term of these Terms will commence on Effective Date and will remain in effect until these Terms are terminated (“Term”), except that these Terms will automatically terminate upon any termination of the applicable Customer Agreement. Either party may, by giving at least 30 days’ notice in accordance with the applicable Customer Agreement, terminate these Terms for any or no reason. If these Terms are terminated for any reason: (a) all licenses granted by you or us will terminate; (b) you will immediately cease use of, and remove from your site, all Materials (as defined in Section 5 below); and (c) you will immediately cease to identify yourself or hold yourself out as a Program participant or Enseva partner.

Confidential Information

You may use Enseva Confidential information only in connection with your use of the Service Offerings as permitted under this Agreement. You will not disclose Enseva 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 measures to avoid disclosure, dissemination or unauthorized use of Enseva Confidential Information, including, at a minimum, those measures you take to protect your own confidential information of a similar nature. You will not misrepresent or embellish the relationship between us and you (including by expressing or implying that we support, sponsor, endorse, or contribute to you or your business endeavors), or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this Agreement.

Disclaimer

The Program and the Enseva Partner Logo, Program Content, and any benefits or other materials that we may offer through the Program (collectively the “Materials”) are provided “as-is.” Except to the extent prohibited by law, we and our affiliates make no representations or warranties of any kind, whether express, implied, statutory, or otherwise, with respect to the Program or Materials, including any implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, or quiet enjoyment, any warranties that the Materials will be error free or free of harmful components, and any warranties arising out of any course of dealing or usage of trade.

Limitation of Liability

WE AND OUR AFFILIATES WILL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR ANY LOSS OF REVENUE, PROFITS, OR GOODWILL), EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATES WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR 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, THE PROGRAM, OR YOUR USE OF OR ACCESS TO MATERIALS. FURTHER, OUR AGGREGATE LIABILITY ARISING WITH RESPECT TO THE PROGRAM AND MATERIALS WILL NOT EXCEED $100 OR ITS FOREIGN CURRENCY EQUIVALENT. THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION 6 APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

Modification

We may from time to time modify these Terms, or change or discontinue the Program as a whole, or any aspect of it. We will notify you of changes by posting them on the Site or by sending you an email using the email address provided to us in your application for the Program. You are responsible for checking the Site regularly for changes. Changes will be effective as of the date such changes are posted or, if we notify you by email, as stated in the email message. When possible, Enseva will provide thirty (30) days advanced notice on changes scheduled to be published. By continuing to participate in the Program, you agree to comply with the most current version of these Terms. We last modified these Terms on the date listed at the beginning of these Terms.

Miscellaneous

1. Assignment; No Third Party Beneficiaries – You will not assign these Terms, or delegate or sublicense any of your rights under these Terms, without our prior written consent. Any assignment or transfer in violation of this Section will be void. Subject to the foregoing, these Terms will be binding upon, and inure to the benefit of the parties and their respective successors and assigns. These Terms do not create any third party beneficiary rights in any individual or entity that is not a party to these Terms.
2. 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.
3. Entire Agreement; English Language – These Terms include all other documents incorporated by reference herein and are the entire agreement between you and us regarding the subject matter herein. These Terms supersede all prior or contemporaneous representations, understandings, agreements, or communications between you and us, whether written or verbal, regarding their subject matter. If we provide a translation of the English language version of these Terms, the English language version of these Terms will control if there is any conflict.
4. Governing Law, Jurisdiction, and Venue – This Agreement shall be governed by the laws of the Commonwealth of Iowa, exclusive of its choice of law principles, and the laws of the United States of America, as applicable.  The Agreement shall not be governed by the United Nations Convention on the International Sale of Goods.  EXCLUSIVE VENUE FOR ALL DISPUTES ARISING OUT OF OR RELATING TO THE AGREEMENT SHALL BE THE STATE AND FEDERAL COURTS IN THE COUNTY OF Blackhawk, Iowa.