COMMERCIAL PROGRAM CERTIFICATE
TERMS AND CONDITIONS
By participating in the Commercial Program(s) detailed in a separately issued Commercial Program Certificate (“Certificate”) or submitting a claim under the relevant Commercial Program(s), Partner is deemed to accept the terms in the applicable Certificate(s) and these terms and conditions ("Terms and Conditions") as set out below.
For information NortonLifeLock merged with Avast in late 2022, and together we are now Gen™ (“Gen”). Gen is a global company powering Digital Freedom through a family of trusted consumer brands including, Norton, Avast, LifeLock, Avira, AVG, ReputationDefender, CCleaner and more. These Terms and Conditions are between Partner and the Gen Digital entity specified on the Certificate (“Gen”).
Gen will pay the Funding as defined in the separately issued Certificate(s). For the avoidance of doubt where the Certificate lists specific Gen products/services then only those specified products/services are eligible for inclusion in the Funding payable by Gen. Gen will not be liable to pay any Funding to Partner where Partner does not adhere to the Certificate terms and these Terms and Conditions. Partner may also be granted certain distribution/resale rights under the Certificate (for example authorization to resell Gen Attach Products) (“Enhanced License Rights”). These Enhanced License Rights are granted exclusively to Partner. Partner must strictly comply with all provisions in the applicable Certificate to enjoy such Enhanced License Rights.
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 Gen as applicable under the terms and conditions of the relevant Certificate and these Terms and Conditions (“Funding”). For revenue share only, no Funding shall be provided unless the Net Revenue for Partner’s sales of the applicable Gen products and or subscription renewals as specified in the Certificate, are at or above Two Thousand Dollars ($2000.00) (or currency specified in the applicable Certificate) each quarter.
Reporting. Partner shall comply with all Gen reporting requirements issued separately by Gen.
Liability. Gen's liability is limited to the value of the Funding payable under the applicable Certificate which is the subject of the claim.
Termination. Without Cause. Either party may terminate the Certificate without cause upon thirty (30) days written notice to the other party. For Cause. Gen may terminate the Certificate with ten (10) days written notice in the event of an uncured material breach by Partner (including breaching any Enhanced License Rights). Change of Control; Insolvency. This Agreement will terminate with immediate effect in the event Partner is declared insolvent, bankrupt or enters liquidation. Gen 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. Any Enhanced License Rights immediately cease on termination.
Assignment. Gen may assign the Certificate upon written notice within the Gen Digital group. Partner may not assign, novate or otherwise transfer the Certificate or any benefits under the Certificate without the prior written consent of Gen, which is not to be unreasonably withheld or delayed.
Advertising and Marketing. Partner will have no right to issue any press release concerning the contractual relationship or Gen without Gen's prior review and prior written approval. Any marketing materials, press releases, advertisements or other communications, including content posted on websites that mention Gen or the Gen name, its products and/or its services (or including any name, products or services of NortonLifeLock or Avast or any other Gen Digital entity) must be submitted to NortonLifeLock Gen 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 Gen's trademark guidelines available at https://www.nortonlifelock.com/legal/trademark (or successor website).
Code of Conduct. Partner will conduct business in a manner consistent with, and no less strict than the Gen Code of Conduct available at https://www.nortonlifelock.com/legal/code-conduct (or successor website).
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 Gen quarter within which the Funding is due, such Funding amounts will not be payable by Gen 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.
Anti-Corruption and Trade Restrictions. Each party will (i) comply with all applicable laws and regulations relating to, export compliance, the Foreign Corrupt Practices, U.K. Bribery Act 2010 and all other applicable anti-corruption laws and regulations; laws of the U.S. Department of the Treasury, Office of Foreign Assets Control; and (ii) obtain and maintain in effect all required licenses, permits and authorisations. Additional information for distribution/resale of the Gen products/services are detailed here: https://www.nortonlifelock.com/us/en/legal/export-compliance/ (or successor website) which may require action on Partner’s behalf prior to export to certain destinations, end users, or for certain end-uses. For the avoidance of doubt, nothing in these Terms and Conditions is intended to induce or require either party to act in any manner which is penalised or prohibited under any applicable laws, rules, regulations or decrees. A breach of this section is deemed to be a material breach of these Terms and Conditions.
Compliance with Laws. Each party will comply with all applicable laws and regulations for the purpose of these Terms and Conditions.
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 Gen 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.