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 these Terms and Conditions (“Terms and Conditions”) as 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, revenue share and/or marketing support from NortonLifeLock as applicable under the terms and conditions of the relevant Certificate and these Terms and Conditions (“Funding”).
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.
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 NortonLifeLock Products are detailed here: https://www.nortonlifelock.com/us/en/legal/export-compliance/ 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 the Americas: The laws of California. Venue for any action will be the federal courts in Santa Clara County, California; 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(excluding Japan): The laws of Singapore. Venue for any legal action will be the courts of Singapore.
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 English language version of these Terms and Conditions and/or any Certificates shall prevail in the event of any translations.