COMMERCIAL PROGRAM CERTIFICATE
TERMS AND CONDITIONS
By participating in the Commercial Program(s) detailed in a separately issued Commercial Program Certificate (“Certificate”) and in these Commercial Program Certificate Terms and Conditions (“Terms and Conditions”) or submitting a claim under the relevant program(s), Partner is hereby deemed to accept the Terms and Conditions set out below and in the applicable Certificate(s).
Only the NortonLifeLock Products listed in the separately issued Certificate(s) are eligible for inclusion in the Funding payable by NortonLifeLock. NortonLifeLock will not be liable to pay any Funding to Partner where Partner does not adhere to the Certificate terms and these Terms and Conditions.
Authority: Each party warrants and represents that as of the Effective Date of the relevant Certificate it has: i) full capacity and authority to enter into and perform the terms of the Certificate and these Terms and Conditions; ii) there are no actions, suits or proceedings or regulatory investigations pending or to that party’s knowledge threatened against that party before any court or administrative body or arbitration tribunal that might affect the ability of that party to meet and carry out its obligations under the Certificate and; iii) there are no pre-existing rights or interests which would prevent a party from complying with its obligations under the relevant Certificate and these Terms and Conditions.
Funding: Partner shall receive any discounts, rebates and/or marketing support from NortonLifeLock as applicable under the terms and conditions of the relevant Certificate and these Terms and Conditions (“Funding”). No Funding shall be provided unless the Net Revenue for Partner’s sales of applicable NLOK Products and or Subscription Renewals, are at or above Two Thousand Dollars ($2000.00) (or currency specified in the applicable Certificate) per quarter during each Year of the Agreement.
Reporting: Partner shall comply with all NortonLifeLock reporting requirements issued separately by NortonLifeLock.
Liability: NortonLifeLock’s liability is limited to the value of the Funding payable under the applicable Certificate which is the subject of the claim.
Termination: Either Party may terminate the Certificate without cause upon thirty (30) days written notice to the other Party. NortonLifeLock may terminate the Certificate with seven (7) days written notice in the event of breach by (or insolvency of) Partner. NortonLifeLock will only make payments to which the Partner is entitled to prior to the effective date of termination. Funding ceases to be payable as of the effective date of termination.
Assignment: NortonLifeLock may assign the Certificate upon thirty (30) days written notice within the NortonLifeLock group.
Advertising and Marketing. Partner will have no right to issue any press release concerning the contractual relationship or NortonLifeLock without NortonLifeLock’s prior review and prior written approval. Any marketing materials, press releases, advertisements or other communications, including content posted on websites that mention NortonLifeLock or the NortonLifeLock name, its products and/or its services must be submitted to NortonLifeLock for prior written approval, prior to print, circulation and distribution.
Proprietary Rights: Neither Party has paid any consideration for the use of the other party’s trademarks, logos, copyrights, trade names or designations, and nothing contained in the Certificate(s) will give either party any interest in any of them. Partner will comply with NortonLifeLock’s trademark guidelines currently listed at https://www.nortonlifelock.com/legal/trademark.
Code of Conduct. Partner will conduct business in a manner consistent with, and no less strict than the NortonLifeLock Code of Conduct available at https://www.nortonlifelock.com/legal/code-conduct.
Timeframe for Legal Actions. Any legal action arising in connection with the Certificate must be filed within one (1) year of the date that such cause of action arises. All statutory limitation periods (whether arising in contract, tort or otherwise) are hereby expressly excluded.
Timeframe for Funding Claims. If Partner does not claim any applicable Funding within six (6) months of the end date of the applicable NortonLifeLock quarter within which the Funding is due, such Funding amounts will not be payable by NortonLifeLock in any event.
Confidentiality. Each party acknowledges that in the course of the relationship contemplated by the Certificate it will receive information that is confidential and proprietary to the other. Each party agrees not to use such information except in performance of the Certificate and not to disclose such information to third parties.
Governing Law; Jurisdiction. If the Partner is based in EMEA: The laws of Ireland. Venue for any legal action will be the Irish courts, Dublin; If the Partner is based in Japan: The laws of Japan. Venue for any legal action will be the Japanese courts; If the Partner is based in Asia Pacific (including Australia): The laws of Singapore. Venue for any legal action will be the courts of Singapore.
Parties will comply with any and all applicable laws and regulations, including but not limited to laws regarding promotions, the U.S. Foreign Corrupt Practices Act, the UK Bribery Act 2010 and regulations of the U.S. Department of Treasury, Office of Foreign Assets Control.
Entire Agreement. These Terms and Conditions together with the separately issued Certificate(s) constitute the entire agreement and understanding between the parties and supersede all previous promises, proposals, agreements, understandings, representations, communications, undertakings or implications whether made orally or in writing between the parties relating to the subject matter of the Certificate(s). In case of multiple Certificates related to the same subject matter, the Certificate last issued by NortonLifeLock will prevail. The original of the Agreement has been written in English and English is the governing language of the Agreement and these Terms and Conditions.