1. SCOPE
1.1. Authorization. Subject to the terms of this Agreement, PowerDMARC hereby grants Partner a limited, non-exclusive, non-transferable, revocable right to market, promote, and resell PowerDMARC’s Products and Services in the Territory you have registered your business.
1.2. Independent Contractor. Nothing in this Agreement shall be construed to make either party a joint venture, partner, employee or agent of the other. Neither party may bind the other to any agreement or contract or act on behalf of the other party except as expressly set forth in this Agreement.
1.3. Restrictions. Partner shall not (a) use the Services except as authorized in this Agreement; (b) access our services unless the fee is paid; (c) use the Services offered under this Program to compete with PowerDMARC products or services; (d) reproduce, distribute, modify, create derivative works, publicly display or perform, republish, store, transmit any Service; (e) copy or permit any other third-party to copy the Services; (f) reverse engineer, decompile, disassemble, re-engineer; (g) disable or circumvent any access control or related equipment, process or procedure established with respect to the Services; (h) alter the Services in any way, including alteration or destruction of any copyright, trademarks, trade names or service marks or other notices affixed to the Services and (i) directly or indirectly, sell, export, transfer or disclose the Services, pricing of the Services or any documentation without prior written approval from PowerDMARC.
1.4. No Source Code Rights. Nothing in this Agreement grants Partner any rights in or to the source code of the Services or any other PowerDMARC software.
1.5. Fair Usage Policy. Partner’s usage of Services shall be subject to PowerDMARC’s Fair Usage Policy, which is incorporated herein by reference to this Agreement. Any access, misuse, or exploitation of the Services shall authorize PowerDMARC to suspend, limit, or terminate the access immediately.
2. PARTNER WARRANTY AND OBLIGATIONS
Partner warrants, represents, and agrees to:
2.1. Comply with all applicable laws, regulations, rules, and governmental orders related to its business, transactions, and this Agreement.
2.2. Have full legal authority to enter into and perform this Agreement.
2.3. Promptly notify PowerDMARC of any unauthorized use or attempted misuse of the Services.
2.4. Safeguard login credentials and prevent unauthorized access.
2.5. Conduct marketing and sales practices truthfully, professionally, and in a manner that does not mislead end users or damage PowerDMARC’s reputation
2.6. Maintain confidentiality of all information, including pricing, discounts, or any additional partner benefits.
3. INTELLECTUAL PROPERTY RIGHTS
All right, title, and interest in and to the Services, Security Products, documentation, any training materials, and licensed trademarks provided by PowerDMARC to Partner and all modifications, derivative works, and enhancements to the foregoing and all Intellectual Property Rights therein, shall exclusively remain with PowerDMARC. Partner shall not acquire any interest in any of PowerDMARC’s Intellectual Property Rights under this Agreement.
4. LICENSED TRADEMARKS AND BRANDING
PowerDMARC hereby grants to Partner a limited, personal, non-exclusive, non-transferable, non-sublicensable right to utilize the Licensed Trademarks in the form, proportion, style, and coloring provided by PowerDMARC for the purpose of promoting and marketing the Security Products in the Territory. Partner shall use the Licensed Trademarks and logos provided by PowerDMARC with a level of quality and care equal to or better than the level of quality maintained by PowerDMARC with respect to its own use of the Licensed Trademarks. In any marketing or publicity approved pursuant to this Section 4, Partner shall acknowledge, in writing, PowerDMARC as the rightful owner or holder of all Intellectual Property Rights to the Products and Services offered under this Partner Program..
Partner shall strictly adhere to PowerDMARC’s branding and style guidelines, which may be amended from time to time, available at the Partner Portal and incorporated by reference into this Agreement. Partner shall promptly correct any non-compliance with PowerDMARC’s branding and style guidelines. If requested by PowerDMARC, Partner shall promptly cease all use of Licensed Trademarks and marketing materials related to PowerDMARC Products and Services.
5. FEE AND PAYMENT
5.1. Partner shall pay the Fee in accordance with the rates mutually agreed in writing with PowerDMARC sales team. All payments shall be made on a monthly basis unless otherwise agreed upon. All payments are non-refundable.
5.2. We may change the pricing at any time by providing a 30-day notice to the Partner.
6. COMPLIANCE OBLIGATIONS
6.1. Compliance with Laws:
6.1.1. Partner shall comply, at its own expense, with all laws, policies, guidelines, regulations, ordinances, rules applicable to Partner, its business, the Transactions, and orders of any governmental authority or regulatory body having jurisdiction over the subject matter hereof.
6.1.2. Partner shall comply with all the current policies, procedures, and guidelines made available by MENAINFOSEC from time to time, including PowerDMARC’s Anti-Corruption Policy, including cooperation with any due diligence questionnaires or annual compliance certifications as requested by PowerDMARC.
6.1.3. Partner shall ensure that in entering into this Agreement neither Partner nor any of its officers, employees, agents, representatives, contractors, intermediaries nor any other person or entity acting on behalf of Partner will take any action, directly or indirectly, that would constitute an offense under (i) the United States Foreign Corrupt Practices Act 1977, the United Kingdom Bribery Act 2010, or any other applicable anti-bribery and anti-corruption laws or regulations anywhere in the world or (ii) any rules of fair competition.
6.1.4. Partner also warrants that it shall comply at all times with all applicable laws relating to data protection, privacy, and/or data security, including EU Directive 2016/679 and all national laws implementing the EU Directives.
6.1.5. Partner shall further ensure that no portion of any compensation received from the sale of PowerDMARC Products and Services will be paid directly or indirectly to any third parties who are employees of or have any business or official interest in the affairs of a Customer placing an order, which is the basis on which compensation is paid. Violation of any obligations in this Section shall be considered a cause for immediate termination of this Agreement.
6.1.6. Partner shall comply with all applicable export control, trade sanctions, embargo, customs, and related laws and regulations of the United States and any other applicable jurisdictions.
6.2. Export Regulations and Sanctions:
6.3. Partner shall obtain, at its own expense, all authorizations, licenses, exemptions, approvals, and customs clearances required for its role and actions under this Agreement.
6.4. Partner agrees that no data, information, software, programs or materials resulting from the Services will be exported, re-exported, transferred or made available, directly or indirectly, in violation of any applicable export control or sanctions laws, including, without limitation, U.S. export control laws and economic sanctions administered by the Office of Foreign Assets Control (OFAC) of the U.S. Department of the Treasury.
6.5. Partner represents and warrants that it is not listed on and shall not provide the Services to any individual or entity listed on any government denied-party or restricted-party list, including the U.S. Treasury Department’s Specially Designated Nationals (SDN) list or located in a sanctioned or restricted jurisdiction.
6.6. PowerDMARC may terminate this Agreement immediately upon written notice if: (a) Partner becomes a Sanctioned Party; (b) providing Services to Partner becomes prohibited under applicable sanctions laws, including US Sanction laws and regulations or (c) any government authority requires PowerDMARC to cease providing Services.
7. TERM, CANCELLATION, AND TERMINATION
7.1. This program operates on a monthly basis.
7.2. Either party may terminate this Agreement at any time with or without cause by providing a 30-day prior written notice to the other Party
7.3 PowerDMARC may immediately suspend or terminate Partner’s access to the Program if Partner: .
7.3.1. Breaches any provision of this Agreement.
7.3.2. Engages in, facilitates, or permits any illegal, fraudulent, abusive, harassing, threatening, harmful, or otherwise prohibited activities.
7.3.3. Misuses, abuses, exploits, or attempts to gain unauthorized access to the Services.
7.3.4. Fails to make timely payments.
7.3.5. Violates any applicable law, regulation, or governmental order.
7.3.6. Fails to comply with applicable trade sanctions, export control laws, or embargo regulations administered by including without limitation the United States.
7.3.7. Causes or permits any action that may damage the reputation or goodwill of PowerDMARC.
7.4. Upon termination, you must immediately cease all resale activity, stop using Partner benefits, and remove all use of our brands and materials.
8. LIMITATION OF LIABILITY
8.1. Exclusions From Damages. IN NO EVENT SHALL POWERDMARC BE LIABLE TO PARTNER, PARTNER’S CUSTOMERS, THOSE CLAIMING THROUGH PARTNER OR OTHERWISE ANY OTHER THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGE OR LOSS OF ANY KIND INCLUDING LOSS OF PROFITS, LOSS OF CONTRACTS, BUSINESS INTERRUPTIONS, OR LOSS OF OR CORRUPTION OF DATA, HOWEVER CAUSED AND WHETHER ARISING UNDER CONTRACT OR TORT OR OTHERWISE, INCLUDING NEGLIGENCE, (INCLUDING ANY LOSS OR DAMAGE RELATED TO ANY THIRD PARTY SOFTWARE), EVEN IF POWERDMARC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8.2. Cap On Liability. In no event shall PowerDMARC’s total aggregate liability in respect of all causes of action and claims arising out of or in connection with this Agreement (whether for breach of contract, strict liability, tort (including negligence or product liability), misrepresentation or otherwise) exceed the amount paid by Partner to PowerDMARC during the period of twelve (12) months immediately preceding the event giving rise to such liability.
9. INDEMNIFICATION
Partner shall defend, indemnify and hold harmless PowerDMARC and any of PowerDMARC’s affiliates, officers, directors, employees or agents, from and against any and all claims, actions, proceedings, damages, costs, expenses or other liability whatsoever (including reasonable attorneys’ fees) arising out of, resulting from or relating to (a) Partner’s resale activities; (b) breach of these Terms by Partner and (c) acts or omissions related to the gross negligence or willful misconduct of Partner and/or its agents, representatives.
10. DISCLAIMER OF WARRANTIES
The Services, including any hosting, domain registration, APIs, software, integrations, and any partner tools, are provided on an “as is” and “as available” basis without warranties of any kind, including merchantability, fitness for a particular purpose, or non-infringement. We do not warrant that the operation, availability, or performance of the Services will be uninterrupted, timely, secure, or error-free.
11. GOVERNING LAW AND JURISDICTION
11.1. These Terms and any disputes arising hereunder shall be governed by and construed in accordance with the laws of the State of Delaware, USA, without regard to its conflict of law principles.
11.2. Any disputes arising out of or in connection with these Terms and Conditions shall be exclusively resolved by the state and federal courts located in the State of Delaware. The parties consent to the exclusive jurisdiction of such courts.
11.3. EACH PARTY HEREBY WAIVES ANY RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY ACTION OR LITIGATION ARISING OUT OF OR RELATED TO THESE TERMS.
12. UPDATES AND MODIFICATIONS
We may modify, suspend, or discontinue any Service or feature at any time. Where possible, we will give you a 10-day notice for material changes.
