Nintex Partner Agreement

Nintex Partner Network (“NPN”) Terms & Conditions

General Terms


The parties agree to the following terms and conditions ("Terms") for Company's participation in the NPN.

SECTION 1 Scope

The Nintex Partner Network (the "NPN") is designed to help qualified technology companies build, sell, service, and support solutions for their customers based on Nintex technologies. Company's participation in the NPN is voluntary. Nothing in these Terms restricts Company from working with and using non-Nintex technologies.

SECTION 2 Definitions

  1. Affiliate" means any legal entity that owns, is owned by, or is commonly owned with a party. "Own" means having more than 50% ownership or the right to direct the management of the entity.
  2. "Company" means the business entity that meets the qualifications to participate in NPN subject to these Terms.
  3. "Confidential Information" means non-public information, know-how, or trade secrets in any form that:
    1. Are designated as being proprietary or confidential;
      or
    2. A reasonable person knows or reasonably should understand to be confidential, including but not limited to non-public information regarding either party's products or customers, marketing and promotions (including any templates, reports, or pricing or sales information) and the negotiated terms of Nintex agreements.
      The following types of information, however marked, are not Confidential Information. Information that:
      1. Is, or becomes, publicly available without a breach of these Terms;
      2. Was lawfully known to the receiver of the information without an obligation to keep it confidential;
      3. Is received from another source who can disclose it lawfully and without an obligation to keep it confidential;
      4. Is independently developed without reliance upon of reference to any Confidential Information; or
      5. Is a comment or suggestion one party volunteers about the other's business products or services.
  4. "Nintex" means the Nintex Global Ltd and its Affiliates.
  5. "Nintex Learning Center" means the website location available to registered NPN companies accessed through Nintex Partner Central.
  6. "Nintex Materials" means technology (including Products); security, technical, sales, customer management and marketing information and resources; training and certification courses, modules and other materials; and other benefits, tools, systems or resources Nintex may offer to Company under the NPN or on Nintex Partner Central.
  7. "Nintex Partner Agreement" means the Nintex Reseller, Referral or Technology Partner Agreement entered into by and between Nintex and Company.
  8. "Nintex Partner Central" means the website located at www.nintex.com/partners or a successor site designated by Nintex. Nintex Partner Central provides tools and information about the NPN.
  9. "Pre-existing Work" means any computer code (other than Products or Fixes) or non-code based written materials developed or obtained independent of these Terms, whether by or for Nintex or its Affiliates, or by or for Company or its Affiliates.
  10. "Price List" means the lists published by Nintex from time to time which identifies the Products that are or may be made available under the NPN (which availability may vary by region).
  11. "Product" means all Nintex products and support Nintex makes available under these Terms, including but not limited to software made available for license for a fee, subscription services, products provided prior to commercial release, and support, including any online services and other web-based services identified on the Product List.
  12. "Term" has the meaning given to it under Section 6(a).

SECTION 3 Enrollment in NPN and Partner Categories

  1. NPN. Company will be enrolled in the NPN after it accepts these Terms executes the applicable Nintex Partner Agreement and is accepted by Nintex into the NPN. Nintex may accept or decline to accept Company in the NPN at Nintex's sole discretion. Nintex will notify Company when its enrollment is complete.
  2. Partner Categories. There are 3 Partner Categories covered by these Terms:
    1. Solution Partner (Referral, Registered, Preferred and Premier);
    2. Technology Partner;
      and
    3. Training Provider Partner
  3. Requirements and Benefits. Nintex Partner Central explains the related requirements and benefits for each Partner Category. Company shall comply with all requirements applicable to its Partner Category.
  4. NPN Administration. Nintex will administer the NPN and its benefits through the Nintex Partner Portal and NPN communications.
  5. NPN Changes. Nintex may change the NPN or any aspect of it. Nintex will give Company 30 days' e-mail or other written notice of any substantive NPN changes. Company is responsible to check Nintex Partner Central regularly for all other changes, which are effective on the date they are posted. Changes do not apply retroactively.

SECTION 4 NPN Benefits

Company will receive the benefits described on Nintex Partner Central. Benefits may vary by Partner Category and region. Nintex reserves the right to modify or amend the applicable Partner Category benefits.

SECTION 5 Trademarks

  1. Limited Trademark License. The "Nintex Marks" include those trademarks, logos, symbols, and names identified in the Nintex logo guidelines. Company must meet criteria explained in the guidelines to use the Nintex Marks. Nintex grants to Company a nonexclusive, nontransferable, limited, royalty-free license to use the applicable Nintex Marks as long as it meets the criteria in the guidelines. Nintex is the sole owner of the Nintex Marks and all associated intellectual property rights and is the sole beneficiary of any goodwill related to Company's use of them. Company will:
    1. Not use any names or trademarks owned by Nintex, including but not limited to words, phrases, symbols or designs, or combinations thereof that identify or distinguish Nintex as the source of the products or services, except for the Nintex Marks referred to in the Nintex logo guidelines.
    2. Not acquire any right, title or interest in the Nintex Marks because of its use of the Nintex Marks.
    3. Not register, adopt or use any name, trademark, domain name or other designation that includes any part of a Nintex Mark, or any term that is confusingly similar to a Nintex Mark. This includes a translation or transliteration of a Nintex Mark.
    4. Use the Nintex Marks only in connection with Nintex Materials:
      1. In the form Nintex provides;
      2. For NPN advertising and promotion activities or as permitted in an exhibit;
        and
      3. According to these Terms and the NPN Website.
    5. Not alter, animate, or distort the Nintex Marks or combine them with any other names, logos, slogans, symbols, words, images, design elements, or other trademarks.
    6. Not use any of the Nintex Marks or Nintex Materials for the transmission or distribution of unsolicited commercial e-mail or in any manner that violates local law or custom or conflicts with the Nintex policies published on Nintex Partner Central.
    7. Not use the Nintex Marks in association with any third-party trademarks in a manner that might suggest co-branding or otherwise create potential confusion as to ownership of the Nintex Marks.
    8. Maintain the Products Company offers in relation to the Nintex Marks and the Nintex Materials at a level commensurate with the quality of services Company offered before participation in the NPN.
    9. Promptly correct any improper use of the Nintex Marks and deficiencies in the quality of its solutions and services on notice from Nintex.
  2. Referential Use of Trademarks. Company may use Nintex's corporate name, technology names, and trademarks in plain text to accurately identify and refer to Nintex and its technology and Products in accordance with Nintex's trademark usage guidelines. Company may not use the logos, trade dress, designs, or word marks in stylized form. Such use must not cause confusion about the source of Company's solutions and services or Company's relationship with Nintex.
  3. Notices. Company must not remove any copyright, trademark or patent notices in or on Nintex Materials. Company must include Nintex's copyright notice on the labels for tangible media containing licensed Nintex technology. Company must also include Nintex's copyright notice on documentation for licensed Nintex technology, Products and Services, including online documentation. Company must use the right trademark, licensed Nintex technology, Products or Services descriptor and trademark symbol (either "™" or "®") when first mentioning a licensed Nintex technology name in any advertisement, brochure or other form of communications. The mention must also indicate Nintex's (or Nintex supplier's) ownership of the trademark.
  4. Right to Control. Nintex has the sole right to, and at its discretion may, control any action concerning the Nintex Marks and any other Nintex names or trademarks. Nintex reserves the right to terminate or modify this license to use the Nintex Marks and any other Nintex names or trademarks at any time. Company may not assign, sublicense or otherwise transfer its rights under this section without Nintex's prior written consent.

SECTION 6 Term and Termination

  1. Term.Company's participation in the NPN will take effect on the date Nintex confirms Company's acceptance of these Terms (the "Effective Date"). Company's participation in the NPN will continue for one year from the Effective Date (the "Term"), unless terminated earlier. If Company upgrades to a different Partner Category during the Term, the Effective Date will change to the date Nintex accepts the upgrade.
  2. Renewal. Nintex may choose not to renew Company's membership in the NPN. If Company chooses to re-enroll in the NPN on expiration of the Term, Company must do so on Nintex Partner Central. Company is ineligible to re-enroll in the NPN if Nintex previously terminated Company's membership
  3. Termination Without Cause. Either party may terminate Company's participation in the NPN at any time, without cause, on 30 calendar days' notice.
  4. Termination for Cause.
    1. Nintex may terminate Company's enrollment in the NPN immediately:
      1. if Company either directly or indirectly allows an unauthorized third party access to Nintex Partner Central or fail to exercise reasonable care to prevent such unauthorized access (in either case, a breach which is not subject to cure),
      2. upon Company making any assignment for the benefit of creditors, filing a petition of bankruptcy or being adjudged bankrupt or becoming insolvent or being placed in the hands of a receiver (or any equivalent of any of these proceedings or acts),
      3. upon discovery of any distribution by Company of Nintex Materials in violation of these Terms,
        or
      4. upon Company's infringement, misuse or misappropriation of Nintex's intellectual property.
    2. Nintex can terminate and the Company can withdraw from the NPN immediately upon the other's unauthorized disclosure of its Confidential Information.
    3. If either party breaches any provision of these Terms the non-breaching party will give 10 calendar days' e-mail or written notice to the other party and an opportunity to cure its breach. If the cause for termination is not curable, termination will be effective on notice from the non-breaching party. Nintex retains its other rights and remedies.
  5. Effect of Termination or Expiration. Upon termination or expiration, Company must immediately stop using any rights and benefits granted by these Terms and the NPN. Nintex will not be liable to Company for any loss of profits, goodwill, or otherwise arising as a result of such termination or expiration. Company will do one of the following within 10 days of termination or expiration and at Nintex's discretion:
    1. Return all copies of Nintex Confidential Information, Nintex Materials and other documents that Company received because of its participation in the NPN;
      or
    2. Destroy all such specified documents, Nintex Confidential Information and Nintex Materials, including copies, and give Nintex a certificate of destruction signed by an officer of the Company.
  6. Survival. Sections 5(e) (Effect of termination or expiration), 5(g) (Survival), 7(Confidentiality and privacy), 8 (Representations and warranties), 9 (Indemnification), 10 (Limitations of liability), 11 (Additional Obligations) and 12 (Miscellaneous) will survive the expiration or termination of the Company's participation in the NPN.

SECTION 7 Confidentiality and Privacy

  1. Use of Confidential Information. For a period of five years after initial disclosure:
    1. Neither party will disclose the other's Confidential Information to third parties. Each party will use such information only for purposes of performing under these Terms. Each party will take reasonable steps to protect the other's Confidential Information;
    2. Each party may disclose the other's Confidential Information to its Affiliates, employees and contractors. Such party remains responsible for any unauthorized use or disclosure. These disclosures may be made only on a need-to-know basis, subject to the obligations of this section; and
    3. In addition to Section 6(e), each party will return Confidential Information to the other party or destroy it at the other's request when it is no longer needed to perform under these Terms.
      For the avoidance of doubt, all information set forth in Nintex Partner Central, as well as the Company's Nintex Partner Central account information and credentials, are deemed Confidential Information subject to this Section 7.
  2. Disclosure if Required by Law. Each party may disclose the other's Confidential Information if required to comply with a court order or other government demand that has the force of law. Before doing so, the disclosing party must seek the highest level of protection available and, when possible, give the other enough prior notice to provide a reasonable chance to seek a protective order.
  3. Cooperation in the Event of Disclosure. Each party will immediately notify the other on discovery of unauthorized use or disclosure of Confidential Information. Each party will help the other party regain possession of the Confidential Information and prevent further unauthorized use or disclosure.
  4. Customer Information Privacy and Lead Generation. Nintex may assist Company with sales lead generation and support. The assistance may include access to information, tools, templates and reports. Nintex may also share information with Company that contains customer Personal Information. "Personally Identifiable Information" or "PII" means any information that can be used to identify, contact, or locate a person, such as a person's name, address, e-mail address or phone number. Company will only use Personal Information received from Nintex to sell Products of interest to the customer or as otherwise permitted under these Terms. Company will not use or share customer Personal Information for any other purpose unless Company first obtains customer's consent. Company may only contact customers using their previously indicated preferred means of communication and in compliance with applicable law. Company will take reasonable security measures to protect such Personal Information from unauthorized use, access, disclosure, alteration or destruction, including by its vendors. Security measures will include access controls, encryption and any other security means that are legally required or standard for the industry. Company may share leads with Nintex so that it can assist with Company's promotion and sale of Nintex Products and Services. Company will comply with all applicable notice or consent laws before sharing the Personal Information with Nintex.

SECTION 8 Representations and Warranties

Nintex warrants that it will use reasonable care and skill to administer the NPN. Company's effort and resulting performance are under Company's control. Nintex does not guarantee Company's satisfaction with the NPN or Company results. Except as provided herein, Nintex expressly disclaims all other express, implied, or statutory warranties to the maximum extent permitted by applicable law. This includes the warranties of merchantability, fitness for a particular purpose, title and non-infringement. Others that may be included are lack of viruses, quiet enjoyment, scope of license, lack of errors, satisfactory condition or quality. The disclaimer also includes any implied warranty or conditions arising from course of dealing or performance or usage of trade.

SECTION 9 Indemnification

Company will defend, indemnify and hold Nintex and its officers, directors, employees, contractors, Affiliates and agents harmless from any and all claims, suits, demands, costs, liabilities, expenses, damages (including reasonable attorneys' costs and fees) and judgments (or settlements to which Company consents) related to any default or breach or alleged default or breach of these Terms or any other act or omission by Company relating to its role in the NPN based on(i) Company's failure to comply with applicable laws, rules or regulations; or (ii) any actual or alleged negligent act or omission, willful misconduct or strict liability of Company. Company will provide Nintex with reasonably prompt notice of claims, permit Nintex through mutually acceptable counsel to answer and defend claims, and provide Nintex with reasonable information and assistance to help Nintex defend claims at Nintex's expense. Nintex has the right to employ separate counsel and participate in the defense of any claim at its own expense. If Nintex decides to do this, Company and Nintex will work together in good faith to reach decisions about which both parties agree. Company must have Nintex's written consent before settling any Company claim or publicizing any settlement. Nintex will not unreasonably withhold its consent.

SECTION 10 Limitations of Liability

To the maximum extent permitted by law, in no event will either party be liable for any indirect, incidental, consequential, punitive, special, or exemplary damages (including, but not limited to, damages for loss of data, revenue, and/or profits) arising out of or that relate in any way to these Terms or the NPN. This exclusion will apply regardless of the legal theory upon which any claim for such damages is based, whether the parties had been advised of the possibility of such damages, whether such damages were reasonably foreseeable, or whether application of the exclusion causes any remedy to fail of its essential purpose. This exclusion will not apply to either party's liability for breach of its confidentiality obligations, COMPANY'S DEFENSE AND INDEMNIFICATION OBLIGATIONS, violation of the other party's intellectual property rights, or any direct or indirect loss of profits, data, business, or anticipated savings due to fraud or gross negligence.

SECTION 11 Additional Obligations and Conditions

  1. Advertising and publicity. Nintex may only use Company's name, corporate logos, or identity in advertisements or promotions for the NPN with Company's consent. Company will not unreasonably withhold or delay its consent. Company will be deemed to grant its consent if it does not respond to Nintex's request within 30 days.
  2. Business purposes. Company accepts these Terms and acquires the related Products and Nintex Materials for business purposes only.
  3. No unauthorized activities or infringement. Company will (a) not engage or participate in any unauthorized manufacture, duplication, delivery, transfer, or use of counterfeit, pirated, unlicensed, or illegal Nintex Materials and will enforce strong internal controls to prevent the same by Company's employees; (b) not allow unauthorized third parties to have access to Nintex Partner Central, (c) comply with applicable terms relating to the use of any Nintex Materials; and (d) not otherwise infringe any of Nintex's intellectual property rights.
  4. Reservation of rights. Nintex reserves all rights not expressly granted in these Terms.

SECTION 12 Training Provider Partners

  1. Qualified Personnel. All training services shall be delivered in a professional and competent manner by qualified personnel. Training Provider Partners shall be required to have one or more employees hold Nintex Workflow Pro and Nintex Workflow Admin certifications. Training Provider Partners shall maintain a page on their website describing the Nintex training services they provide.
  2. Training Services and Materials. Training Provider Partners shall not provide training services, training materials and modules, or access to the Nintex Learning Center materials to any Nintex competitor. Training Provider Partners shall comply with all applicable licensing requirements for materials available on the Nintex Learning Center.

SECTION 13 Miscellaneous

  1. Relationship of Parties. Any use of the term "partner" is for reference purposes only. The parties are independent contractors. These Terms and Company's participation in the NPN does not create an employer-employee relationship, partnership, joint venture, agency relationship or fiduciary relationship and does not create a franchise. Neither Company nor any of its representatives may make any representation, warranty or promise on Nintex's behalf or otherwise bind Nintex.
  2. Advertising and Publicity. Nintex may only use Company's name, corporate logos, or identity in advertisements or promotions for the NPN with Company's consent. Company will not unreasonably withhold or delay its consent. Company will be deemed to grant its consent if it does not respond to Nintex's request within 30 days.
  3. Notices. Notices may be provided either by electronic or physical mail. The contact person(s) identified during enrollment in the NPN profile will receive notices at the address provided by Company. Each party may change the persons to whom notices will be sent by giving notice to the other. Notices are considered delivered on the date shown on the confirmation of delivery. Company will give Nintex prompt notice if Company becomes insolvent or enters insolvency, bankruptcy or other similar proceedings under applicable laws.
  4. Anti-Bribery and Export Compliance. Partner agrees not to promote, approach or submit Referrals, or use distribute, transfer, provide, sub-license, share with, or otherwise offer the Products in violation of any Laws or these Terms, including, without limitation, the United States Foreign Corrupt Practices Act, the UK Bribery Act and similar anti-corruption statutes in all jurisdictions. Without limiting the foregoing, Partner will not knowingly directly or indirectly export, re-export, transfer, make available or release (collectively, "Export) the Products to any destination, person, entity or end use prohibited or restricted under US law without prior US government authorization to the extent required by regulation, including without limitation, any parties listed on any of the denied parties lists or specially designated nationals lists maintained under the EAR or the Security, and the Foreign Asset Control Regulations (31 CFR 500 et seq.) administered by the US Department of Treasury, Office of Foreign Assets Control without appropriate US government authorization to the extent required by regulation. Compliance with the trade laws of other countries pertaining to the Export, import, use, or distribution of the Service to Customers and End Users is Partner's responsibility
  5. Non-Disparagement. During the Term and for five (5) years thereafter, Company agrees that it will not disparage Nintex or any of its officers, directors or employees or otherwise take any action that could reasonably be expected to adversely affect Nintex's reputation. For purposes of these Terms, "disparage" shall mean any negative statement, whether written or oral, about Nintex or any its officers, directors or employees.
  6. Parties' Expenses. The Parties shall each carry and pay all their respective costs, charges and expenses incurred by it in the performance of these Terms, except as otherwise may be agreed-upon by the Parties in writing in advance
  7. Applicable Law. The laws of the State of Washington govern these Terms. If federal jurisdiction exists, the parties consent to exclusive jurisdiction and venue in the federal courts in King County, Washington. If not, the parties consent to exclusive jurisdiction and venue in the Superior Court of King County, Washington.
    This choice of jurisdiction and venue does not prevent either party from seeking injunctive relief for a violation of intellectual property rights, confidentiality obligations or enforcement of recognition of any award or order. Injunctive relief or enforcement of recognition may be sought in any appropriate jurisdiction. If either party begins litigation in connection with these Terms, the substantially prevailing party will be entitled to recover its reasonable attorneys' fees, costs and other expenses. The 1980 United Nations Convention on Contracts for the International Sale of Goods does not govern these Terms.
  8. Assignment. Either party may assign these Terms to an Affiliate if such party notifies the other in writing. Under circumstances where Company assigns these Terms to an Affiliate, Company will be fully responsible for ensuring that such Affiliate complies with all applicable terms and conditions of these Terms. Any other assignment by Company, including by contract, merger, operation of law, or otherwise, requires prior written approval Nintex. Company's assignment to another party will not relieve Company of its obligations under these Terms. These Terms will be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.
  9. Waiver. A party's delay or failure to exercise any right or remedy will not result in a waiver of that or any other right or remedy. No waiver will be effective unless made in writing and signed by an authorized representative of the waiving party.
  10. Severability. If any court of competent jurisdiction determines that any provision of these Terms is illegal, invalid or unenforceable, the remaining provisions will remain in full force and effect and the parties will amend these Terms to give effect to the stricken clause to the maximum extent possible.
  11. No Representations. Each party confirms that Nintex has not made any representation to Company about any Products or Services which Company has relied on, other than as specifically stated in these Terms. Company has relied on its own skill and judgment (or that of its advisers) in deciding to enter into these Terms.