By participating in the Imagine 4D® Partner Program (“Program”), the company or entity submitting the partner application (“Partner”) agrees to be bound by the terms and conditions herein (“Agreement”). Please save or print a copy of this Agreement for your records. Unless otherwise specified by Imagine 4D Inc., (“ Imagine 4D”) the Program includes, and this Agreement shall apply to, all subprograms, including marketing and incentive programs that are offered to you as a participant in the Program.
By selecting the “accept” button at the bottom of this page you acknowledge that, on behalf of Partner, you have read and agree to the terms and conditions of this Agreement and you agree that you shall continue to comply with them throughout your participation in the Program. “You” and “your” and “Partner” refers to the company/entity applying for membership in the Program, and the individual who clicks “accept” below represents and warrants that he/she has read this Agreement, and is authorized to accept these terms and bind the Partner.
MEMBERSHIP AND BENEFITS OVERVIEW
(a) THIS PROGRAM IS FOR RESELLER PARTNERS, NOT DISTRIBUTORS. For the sake of clarity, a reseller is a partner that purchases product from an authorized distributor and sells only to one or more end user customers and not to other resellers or distributors. A distributor is an authorized regional or territorial partner who sells products to resellers or fulfills purchases of product by resellers on behalf of Imagine 4D.
(b) Benefits. Imagine 4D may, but is not obligated to, offer or make various benefits (“Benefits”) available to you, with or without conditions, as described in the Partner Portal (“Partner Portal”) and incorporated by this reference into this Agreement.
(c) Application to Participate in Program. You must apply to participate in the Program. Completion of the partner application does not mean or imply that you have been accepted into the Program; you must also accept the terms and conditions of this Agreement prior to participating and Imagine 4D must accept your application. If you are accepted and agree to these terms, you will receive an email confirmation from Imagine 4D acknowledging your acceptance.
(d) Requirements to Receive Benefits. To receive Benefits:
(i) The Program and the particular Benefit must be in effect.
(ii) You agree to use the Benefits only for the purposes and intent for which the Benefit is specifically granted and for no other purpose and may not transfer the benefits to another person or partner directly or indirectly including through unauthorized cross-partner sales.
(iii) You must at all times be in compliance with the Imagine 4D Deal Registration Policy and Guidelines document, and benefits obtained in connection with specific registered deals may be utilized only for the registered customer and not for any other customer or purpose.
(iv) You must at all times be in compliance with the terms and conditions of this Agreement and the Program, the applicable partner level specific benefit policies and requirements, and all other guides, policies, requirements, special instructions, and conditions published on the Partner Portal or other Imagine 4D websites or communicated to you from time to time.
(v) You must maintain a current registration profile with Imagine 4D, including providing yearly updates and prompt notification to Imagine 4D in writing of any change that may affect your participation in the Program.
(vi) You must maintain good credit and payment standing with Imagine 4D.
(vii) Imagine 4D must have all applicable tax forms and payment information for you on record.
(e) Loss of Benefits, Reimbursement : Without limiting any remedy to which Imagine 4D might otherwise be entitled to, Imagine 4D may immediately reduce, revoke or recover any or all Benefits offered or provided to you or terminate this Agreement if, in Imagine 4D’s sole discretion, you do any of the following (each of the below constitutes a “Triggering Event”): (i) fail to satisfy Imagine 4D’s conditions or instructions for the Benefit; (ii) fail to extend or otherwise provide the Benefit to the end user for which the Benefit is intended or within the applicable time period; (iii) breach any provision of this Agreement; (iv) make any false statement to Imagine 4D; (v) provide any inaccurate information to Imagine 4D (including any inaccurate books or records); (vi) engage in any gray market, sideways selling, fraudulent, corrupt, unlawful or negligent activity; (vii) damage or disparage Imagine 4D’s reputation or goodwill (or the reputation of Imagine 4D’s products, personnel or business partners); or (viii) otherwise harm or cause a loss of business to Imagine 4D.
Imagine 4D will notify you in writing of any reduction, revocation or claw back of a Benefit and identify the Benefit(s) that are being reduced, revoked or recovered as a result of a Triggering Event. If a Triggering Event has occurred, but you have not received the applicable Benefit(s), then, the Benefit shall immediately be revoked and will not be provided to you. If a Triggering Event has occurred and you have received the applicable Benefit(s), then, upon request, you will promptly, as instructed by Imagine 4D, either (a) reimburse Imagine 4D the entire amount (or such other lesser amount identified by Imagine 4D) of the Benefit that is being revoked or reduced as a result of the Triggering Event; or (b) reimburse Imagine 4D the difference between the Product’s and/or Service’s list price (or such other lesser amount identified by Imagine 4D) and the actual amount you paid as a result of receiving the Benefit that is now being revoked or reduced as a result of the Triggering Event. If permitted by law, if you fail to promptly reimburse Imagine 4D in accordance with the reimbursement guidelines set forth herein, then Imagine 4D may, without limiting any other rights or remedies available to Imagine 4D, require an Authorized Distributor to add the amount that you are required to reimburse Imagine 4D to any future invoice due to such Authorized Distributor by you or engage a collection agency to recover such amounts. You will, upon Imagine 4D’s request, certify in writing to Imagine 4D that you have not committed a Triggering Event. Benefits are valid only for the time period, limited quantities, end user, and geographic locations approved by Imagine 4D.
(f) Administrative. This Program is not exclusive and Imagine 4D may authorize any qualified third party to participate in the Program. The Benefits are subject to change in Imagine 4D’s sole discretion at any
time. In addition, Imagine 4D may, in its sole discretion, terminate the Program at any time, in whole or in part, for all participants, or for you alone, with or without cause, and without prior written notice. Imagine 4D’s records and systems shall be authoritative and conclusive for purposes of determining your eligibility and Program Benefits and for performing any computation under the Program. Imagine 4D reserves the right to interpret the rules of the Program in its sole discretion. All decisions made by Imagine 4D are final.
(a) Password. Members of the Program will have password access to the Partner Portal. You are responsible for keeping your password confidential and for all transactions registered to your account. You shall not grant any third-party access to the Partner Portal without the prior written approval of Imagine 4D.
(b) Content Ownership. Content on the Partner Portal that is provided by Imagine 4D, its employees or its licensors for the purposes of accessing, viewing and using the Partner Portal, including original art work, graphics, images, screen shots, text, video clips, trademarks, logos, product names, slogans, and any compilation of the foregoing, as well as certain proprietary marketing materials and other information related to Imagine 4D’s products (“Products”) and services (“Services”), including marketing brochures, competitive market analysis, pricing and product specifications (“Portal Content”).All Product ,Services and Portal Content is the property of Imagine 4D and its licensors, and is protected in Canada, U.S. and internationally under trademark, copyright, and other intellectual property laws.
(c) Authorization to Use Content, Restrictions. You are authorized to access and use the Partner Portal and Portal Content as set forth in this Agreement, provided that: (a) your use of the Partner Portal and Portal Content as permitted hereunder is solely for internal use (except as otherwise set forth herein) to promote and market Products and Services and to participate in the Program; (b) except as authorized herein, you shall not copy, distribute or transfer any portion of the Partner Portal or Portal Content on any media; (c) you shall not alter, adapt or otherwise modify any part of the Partner Portal or Portal Content other than as may be reasonably necessary to use that part of the Partner Portal or Portal Content for its intended purpose subject to the terms of this Agreement.
(d) Authorization to Use Marketing Materials. . Some of the Portal Content may be identified and intended for download, redistribution and/or public display as part of your marketing of the Products and Services (“Marketing Materials”). Subject to all the terms of this Agreement, Imagine 4D hereby grants to you, during the term of and subject to your compliance with this Agreement, a limited, non-exclusive, non-transferable, non-sublicensable personal license to use, reproduce, distribute and display the Marketing Materials, solely for the purpose of marketing and promoting the Products and Services in strict accordance with Imagine 4D’s guidelines, and for no other purpose. Except as expressly authorized otherwise by Imagine 4D, no other license to or right in any Portal Content or other materials of Imagine 4D is granted to, or conferred upon, you. Additionally, if Imagine 4D posts legal notices on pages of the Partner Portal or on any of the Portal Content, you shall not remove these notices or credits, or any additional information contained along with the notices and credits. Imagine 4D may provide you with materials and content other than through the Partner Portal as part of the Program. Except as otherwise indicated by Imagine 4D, such other materials and content shall be considered Portal Content (or if so designated, Marketing Materials) and subject to the above and this Agreement.
(a) Accurate and Complete Information. As part of the application process for the Program, and with respect to eligibility to receive Benefits, you will be required to provide certain information to Imagine 4D. You represent and warrant that such information shall be accurate and complete.
(b) Business Conduct. You shall (i) conduct business in a manner that does not reflect unfavorably on the Products and the Services and the good name, good will and reputation of Imagine 4D; (ii) avoid deceptive, misleading or unethical practices that are or might be detrimental to Imagine 4D; (iii) make no false or misleading representations with regard to Imagine 4D, the Products or Services; (iv) make no representations, warranties or guarantees to potential customers or to the trade with respect to the specifications, features or capabilities of the Products and Services other than those that are included in the literature distributed by Imagine 4D or otherwise expressly authorized by Imagine 4D in writing; and (v) will comply with all applicable laws and regulations in any of your dealings with respect to the Program and the Products and Services and not engage in any unlawful or improper sales activities such as gray market or sideways sales.
(c) Resale Obligations . You shall purchase Products and Services only from Imagine 4D and not from another reseller partner or other third party. This may be changed by Imagine 4D (to include authorized Distributors) from time to time. Authorized Distributors may be authorized to sell Products and Services only in certain countries (their “Territory”). It is your responsibility to ensure that you are located within the Territory of the Authorized Distributor from whom you purchase Products and Services. To the extent permitted by applicable law, you agree to (i) resell Products and Services only to end user customers located in the Territory (and which end user customer to your knowledge intends to install and use the Products/Services in that Territory) for their own internal end use and not to another party for further resale, shipment or use outside of the country of purchase, and (ii) resell the Products and Services with all packaging, warranties, disclaimers, license agreements and other materials as provided with Products and Services and without modification to any such materials. Without limiting Imagine 4D’s right to terminate this Agreement for breach of this subsection or any other remedies, any Products or Services purchased from other than an Authorized Distributor or sold or distributed in breach of the above are not eligible for any of the discounts nor included in any other calculations under which Benefits may be calculated under the Program. This Agreement does not guarantee that any Authorized Distributor will be willing to sell the Products and Services to you. All pricing and payment terms, delivery terms, etc. are and shall be solely between you and the Authorized Distributor(s) you engage with, and Imagine 4D is not liable to you for any breach by an Authorized Distributor of its agreement(s) with you or any other actions or omissions of an Authorized Distributor.
(d) Anti-Corruption. “Anti-Corruption Laws” means the anti-corruption or anti-bribery laws in effect in jurisdictions where you market or sell Imagine 4D products or services, and specifically includes the Foreign Corrupt Practices Act of the United States, the UK Bribery Act 2010, and the applicable Anti- Corruption Laws in each jurisdiction in which you are doing business.
(i) You agree to comply with the Anti-Corruption Laws.
(ii) You shall not, in connection with this Agreement, take or allow any third party to take, any action or engage in any practice that would violate the Anti-Corruption Laws.
(iii) You agree that in the event that you subcontract the provision of any element of this Agreement to any person, or receive any services in connection with your performance of this Agreement from any person (each an “Associated Person”), you shall impose upon such Associated Person Anti-corruption obligations that are no less onerous than those imposed upon you in this Agreement.
(iv) You represent and warrant that neither you nor any of your officers or employees has been convicted of any offense involving bribery, corruption, fraud or dishonesty or, to the best of your knowledge, have been or is the subject of any investigation, inquiry or enforcement proceeding by any governmental, administrative or regulatory body regarding any offence or alleged offence under the Anti-Corruption Laws.
(v) You shall (a) maintain, throughout the duration of dealings between you and Imagine 4D, your own anti-corruption policies and procedures, including adequate procedures designed to ensure that you and your Associated Persons comply with the Anti-Corruption Laws; (b) provide a copy of such policies and procedures to Imagine 4D on request; and (c) monitor and enforce such policies and procedures as appropriate. You shall provide information, documentation and reasonable assistance to Imagine 4D and its authorized representatives for purposes of ensuring your compliance with the Anti-Corruption Laws or to support an inquiry or investigation of a suspected violation of those laws.
(vi) Imagine 4D may immediately terminate this Agreement or suspend its performance hereunder if: (i) Imagine 4D has reason to believe that you have breached this section, or that a breach may occur; or (ii) you refuse to provide information requested by Imagine 4D to confirm your compliance with this section. Imagine 4D shall not be liable to you for any claims or damages related to its decision to withhold payments under this paragraph. if you violate the Anti- Corruption Laws with regard to any transaction for which the incentive was paid, any incentive which Imagine 4D has paid to you shall be automatically terminated and cancelled, and such incentive shall be promptly refunded to Imagine 4D.
(e) Export Control. By accepting this Agreement, you agree to comply with all applicable export control laws and regulations in the United States and in other countries where you market or sell Imagine 4D Products or Services. You also agree that you will not export or re-export any technical data or products to any country embargoed by the U.S. or to any specially denied national (SDN) or denied entity identified by the U.S. in the U.S. Export Administration regulations as found at: https://www.export.gov/csl-search or as otherwise included in any official list of U.S. embargoed countries, persons or entities, unless properly authorized by the U.S. Government. You confirm that you and your employees and agents who may have access to and/or resell the Products and Services, and any party to whom you may distribute and/or resell the Products and Services to, are not listed on any governmental export exclusion lists.
(f) No Refurbishments. You shall not refurbish Imagine 4D Products for resale or marketing by yourself or others. You have no license from Imagine 4D to use Imagine 4D software to refurbish Imagine 4D
Products. You shall not market or sell refurbished, returned or previously owned or used Imagine 4D Products, including used Products that you have obtained from an end user or any other third party without prior written approval from Imagine 4D. However, you may market and sell refurbished or previously owned or used equipment that you have purchased directly from Imagine 4D in accordance with the terms of such purchase.
(g) Prompt Cashing of Checks and Claim of Awards or Refunds. You may be eligible to receive certain financial Benefits, such as rebates, under the Program which may be paid by a check issued from Imagine 4D. You agree that, with respect to any checks issued by Imagine 4D for a rebate or other financial benefit (“Financial Benefit”), the Financial Benefit and your right to the Financial Benefit for any particular period shall expire and be deemed void if you do not cash the check for that Financial Benefit within ninety (90) days from the date of the check. Where permitted by applicable law, Imagine 4D may cancel all checks that remain uncashed for more than 120 days after being sent by Imagine 4D and recover those funds. In addition, any refunds, rebates, sales incentives or other awards you are granted by Imagine 4D that remain unclaimed for more than 120 days after notification by Imagine 4D may be cancelled, nullified and/or reclaimed by Imagine 4D.
OWNERSHIP AND RETENTION OF INTELLECTUAL PROPERTY RIGHTS
“Intellectual Property Rights” Shall mean all patent, patent application, utility model, inventor’s certificate, copyright, moral right, trademark, trade name, service mark, trade secret, know-how, confidential information, integrated circuit topography, industrial design or other intellectual property right of any kind, whether or not registered or registerable embodied in the Product and Services . Title to and ownership of all Intellectual Property shall, always, remain with Imagine 4D. and you hereby acknowledges that you do not have and you are not acquiring any property right, title to or interest in the Intellectual Property. You agree not to (i) disassemble, decompile or otherwise reverse engineer the Products or otherwise attempt to learn the source code, structure, algorithms or ideas underlying the Products except, and solely to the extent, such restriction is unenforceable under applicable law and then, only after having provided Imagine 4D with prior written notice, (ii) take any action contrary to any EULA, (iii) create derivative works or otherwise modify the Products, or except as expressly authorized under an EULA if you are using a Product as a managed service provider or end user, copy or otherwise reproduce the Products, or (iv) authorize others to do any of the foregoing.
TRADEMARKS AND DOMAIN NAMES
(a) Limited License. Subject to the terms and conditions of this Agreement, Imagine 4D grants you a limited ,non-exclusive ,non-transferable license to use Imagine 4D’s logos and trademarks associated with the Products and Services (“Trademarks”) solely to promote and market the Products and Services, provided that your use of the Trademarks is in accordance with Imagine 4D’s then-current trademark usage guidelines.
(b) Restrictions. You acknowledge and agree that Imagine 4D owns the Trademarks and that any and all goodwill derived from use of the Trademarks by you hereunder inures solely to the benefit of Imagine 4D, its successors and assignees. You agree not to register a domain name that incorporates any Trademarks or Product or Service names, or any name that is confusingly similar to any Trademark or Product or
Service name. You also agree that you shall not use the Trademarks in search engine advertising, either as a keyword or in advertisements appearing on search engines or in email addresses, without Imagine 4D’s prior written permission.
In connection with this Agreement, you may have access to information of Imagine 4D and its suppliers that is not generally known to the public including technology, customers, pricing, incentives, sales and marketing plans, research and development, or product plans, customer and supplier data, financial and technical information and other business information relating to the Program or on the Partner Portal (“Confidential Information”). You shall keep all Imagine 4D Confidential Information strictly confidential for a period of three (3) years after the termination of this Agreement, using at least the same degree of care as you use to protect your own confidential information, but no less than reasonable care. Notwithstanding anything to the contrary in this Agreement, your confidentiality obligations with respect to Imagine 4D trade secrets shall never expire. Confidential Information includes any information Imagine 4D designates or otherwise identifies as confidential, and any other information that would reasonably be considered confidential based on the type of information or the circumstances of disclosure. You may use the Imagine 4D Confidential Information solely for the purpose of, and in connection with, your business relationship with Imagine 4D. No license or conveyance of any rights under any patent, copyright, trade secret, trademark or any other intellectual property right to Imagine 4D Confidential Information is granted under this Agreement except the limited rights to use the Imagine 4D Confidential Information as expressly set forth in this paragraph. You may not disclose Imagine 4D Confidential Information to any third party without Imagine 4D’s prior written consent. You may share Imagine 4D Confidential Information with only your employees who have a need to know and who are subject to legally binding obligations of confidentiality no less restrictive than those imposed by this Agreement. These confidentiality obligations do not apply to any Imagine 4D Confidential Information that (a) you can demonstrate was in your possession before receipt from Imagine 4D; (b) is or becomes publicly available through no fault by you; or (c) you rightfully received from a third party without a duty of confidentiality. If you are required by a government body or court of law to disclose any Imagine 4D Confidential Information, you agree to give Imagine 4D reasonable advance notice so that Imagine 4D may contest the disclosure or seek a protective order. Upon Imagine 4D’s written request, you shall promptly return all Imagine 4D Confidential Information, together with all copies, or certify in writing that all such Imagine 4D Confidential Information and copies thereof have been destroyed. You acknowledge that damages for improper disclosure of Imagine 4D Confidential Information may be irreparable and that Imagine 4D shall be entitled to seek equitable relief, including injunction and preliminary injunction, in addition to all other remedies available at law or in equity.
You shall maintain legible, accurate and complete books and records concerning this Agreement and your activities hereunder (“Records”) throughout your participation in the Program and for the longer of five (5) years or any minimum period of time set by local statutory or regulatory authorities in your jurisdiction thereafter. At the end of this retention period, you shall appropriately dispose of all Records. Upon Imagine 4D’s request, you shall cooperate with and assist Imagine 4D with any audit, review, or investigation (“Audit”) that relates to (i) this Agreement or your compliance with law; (ii) your marketing, sale, distribution, licensing, or delivery of Products and Services, whether sourced from Imagine 4D or a
third-party; (iii) any rebates, incentives, concessions, or other amounts paid or payable by Imagine 4D under the Program or (iv) any amounts due to Imagine 4D. In connection with an Audit, you shall deliver all Records, information, and documents reasonably requested by Imagine 4D. Imagine 4D has the right to conduct onsite Audits, and you grant Imagine 4D and its employees and representatives reasonable access to Records, information, personnel, and customers (including customer agreements to verify your compliance with this Agreement) and will provide entry and access to your premises or other locations during normal business hours where such information and Records are located. Failure to cooperate with an Audit or provide the information or Records requested by Imagine 4D is a material breach of this Agreement. Imagine 4D will pay the costs of an Audit except where a breach of this Agreement or the Program is detected by the Audit, in which case you agree to be responsible for all reasonable costs. Imagine 4D may deny any claim or benefit that it believes, in its sole discretion, does not conform to this Agreement or Program terms. Imagine 4D may, among other things, recover from you discounts provided or other incentives given to you in connection with sales of Imagine 4D products that do not comply with the terms of this Agreement or the Program. Imagine 4D may, without prior notice, immediately suspend or terminate an order, registration, or your participation in the Program, or any payments or Benefits thereunder, if you provide to Imagine 4D or customers any untimely, inaccurate, incomplete, or fraudulent claims or information or if you engage in activities that may cause damage, embarrassment or adverse publicity to Imagine 4D, or any of its affiliates or their respective officers, directors, employees, suppliers or partners.
PRIVACY AND DATA PROTECTION
(a) You agree that you will comply with all applicable privacy laws, including any law, statute, directive, or regulation, all legislative and/or regulatory amendments or successors thereto in Canada, the United States, the UK, the EU, and your own jurisdiction, regarding privacy, data protection, information security obligations and/or the processing of personal data in connection with this Agreement.
from Imagine 4D will be in accordance with policies established by Imagine 4D and that as between you and Imagine 4D, Imagine 4D shall be the owner of all such information. You are responsible for maintaining the confidentiality of such information. Upon conclusion of your use of information regarding marketing or sales opportunities for the purpose authorized by Imagine 4D or in the event that you improperly obtain such information from Imagine 4D, you shall immediately return, destroy, or refrain from using the information.
(d) Sharing Information With Partners. Imagine 4D may make certain information we collect about your business available to companies with whom Imagine 4D has a strategic relationship, including companies who conduct market research on behalf of Imagine 4D or offer products or services intended to be a benefit to you or your customers. The information will be provided under confidentiality agreements between Imagine 4D and such partners and may be used in connection with notifying you of products, services or programs that Imagine 4D believes may be of interest to you. Imagine 4D may determine in its sole discretion to transfer your business to a Imagine 4D Authorized Distributor and may share your information (including company name and contact information (such as contact names, phone and fax numbers, addresses, and emails) with that Authorized Distributor to ensure continued high quality service.
You agree to defend, indemnify, and hold Imagine 4D, its affiliates, and their respective directors, officers, employees, agents, suppliers, contractors, successors and assignees harmless from any and all third party liabilities, claims, demands, suits, actions, and proceedings, damages, penalties, settlements, attorneys’ fees, expenses, and costs of investigation and litigation for third party claims resulting or arising from your conduct related to the Program, your breach of this Agreement, or any claims relating to your employees or contractors, regardless of the form of action.
ALL INFORMATION (INCLUDING CONFIDENTIAL INFORMATION), CONTENT, MATERIALS AND SERVICES PROVIDED BY IMAGINE 4D UNDER THE PROGRAM, INCLUDING ALL PORTAL CONTENT AND ANY TRAINING, ARE PROVIDED BY IMAGINE 4D ON AN “AS IS” BASIS. IMAGINE 4D EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.
LIMITATION OF LIABILITY
(a) YOU ACKNOWLEDGE THAT YOUR PARTICIPATION IN THE PROGRAM IS STRICTLY VOLUNTARY AND THAT YOUR PARTICIPATION HAS NOT BEEN REQUIRED BY IMAGINE 4D AS A CONDITION OF PURCHASING PRODUCTS OR SERVICES FROM IMAGINE 4D.
(b) NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT OR OTHERWISE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL IMAGINE 4D, ITS AFFILIATES OR THEIR RESPECTIVE SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, LOST OR CORRUPTED DATA, LOST PROFITS OR SAVINGS, LOSS OF BUSINESS OR OTHER ECONOMIC LOSS OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE PROGRAM, OR THE PRODUCTS AND SERVICES, WHETHER OR NOT BASED ON TORT,
CONTRACT, STRICT LIABILITY OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT IMAGINE 4D HAS BEEN ADVISED OR KNEW OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IMAGINE 4D’S MAXIMUM LIABILITY TO YOU ARISING FROM OR RELATING TO THIS AGREEMENT, THE PROGRAM, AND THE PRODUCTS AND SERVICES, SHALL BE LIMITED TO FIVE HUNDRED U.S. DOLLARS (US$500.00).
(a) Each party may terminate this Agreement or your membership in the Program at any time, with or without cause, with immediate effect upon providing written notice to the other party. Notice to Imagine 4D should be sent to the email address stated below.
(b) Upon any termination of this Agreement, (i) you shall cease to be a member of the Program and all of your rights to receive any Benefits of the Program shall cease, (ii) Imagine 4D is not obligated to provide any Benefits related to or arising from the cause of such suspension or termination, and (iii) you shall cease using, and shall return or destroy, all copies of the applicable Imagine 4D property, Confidential Information, information regarding marketing or sales opportunities provided by Imagine 4D, and all Marketing Materials.
(c) All provisions that by their nature are intended to survive the termination shall survive termination of your participation in the Program and this Agreement.
(a) Minimum Advertised Price Policy (effective in the U.S. and Canada only). Imagine 4D has a Minimum Advertised Price policy as described in the Partner Portal (“MAP Policy”). The MAP Policy is a unilateral policy from Imagine 4D and is not part of this Agreement or any agreement between you and Imagine 4D. Failure to adhere to the MAP Policy may result in the loss of Benefits.
(b) Change in Terms or Termination of Program. Imagine 4D may, in its sole discretion, change the terms of the Program or terminate the Program at any time, in whole or in part, for all participants, or for you alone, with or without cause, and without prior written notice. Changes will be provided by posting them, or the Agreement with the changes incorporated, on the Partner Portal. You agree to check the Partner Portal periodically for changes. If any change in terms is unacceptable to you, your sole recourse is to terminate your participation in the Program. If you continue to participate in the Program, such participation will constitute your binding acceptance of the change. Additional or different terms in any written communication from you are void and any use of forms, such as purchase orders, invoices, etc., are for convenience only, and any terms set forth therein that are in addition to, inconsistent or in conflict with the terms of this Agreement shall be given no force and effect.
(c) Entire Agreement, Interpretation. This Agreement, including the terms in the Partner Portal, all Program guides, policies, requirements, special instructions, and conditions published on the Partner Portal or other Imagine 4D websites or communicated to you from time to time constitutes the entire agreement between you and Imagine 4D regarding the Program. Both parties expressly disclaim any reliance on any oral statements, representations, or courses of conduct, including any right to continue to participate in the Program other than as provided herein. The language in this Agreement shall be construed in accordance to its plain meaning and not strictly for or against any one or more of the parties hereto. In the event of any conflict between this Agreement and any other terms referenced herein or
posted on the Imagine 4D Partner Portal web site, the terms of this Agreement shall prevail. “Including” means “including but not limited to”. Section headings are for convenience only.
(d) Independent Contractors. You and Imagine 4D are independent contractors and shall have no authority to bind the other. Neither this Agreement nor your participation in the Program shall be deemed to create a partnership, agency, joint venture, franchise, or other similar arrangement, and the employees, agents, or representatives of one party shall not be deemed to be employees, agents, or representatives of the other party. You acknowledge that use of the term “partner” in the Program name, materials, and administration does not constitute or imply a partnership or any other fiduciary relationship.
(e) Notices. All notices must be in English. Notices to Imagine 4D must be sent to legal@Imagine-4D.com. Notices to you will be sent to your email address on record with Imagine 4D.
(f) Choice of Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the province of Quebec and Canada C, without regard to conflicts-of-laws principles or to the United Nations Convention on Contracts for the International Sale of Goods. You hereby agree that the exclusive jurisdiction for any and all disputes regarding this Agreement and the Program shall be Montreal QC.
(g) Severability. If any provision of this Agreement is held to be unlawful, void, or unenforceable by a court of competent jurisdiction, that provision shall be severed from this Agreement and not affect the validity and enforceability of the remaining provisions.
(h) Waiver. If Imagine 4D waives or fails to act with respect to your breach or anyone else’s breach on any occasion, Imagine 4D is not waiving its right to act with respect to future or similar breaches by you or anyone else.
(i) Assignment. You may not assign this Agreement, or any Benefits under the Program, to any third party without the express prior written consent of Imagine 4D. Imagine 4D may assign this Agreement.
(j) English Language Controls. The parties confirm that it is their wish that this Agreement, as well as other documents relating to this Agreement, including all notices, have been and will be drawn up in the English language only. The English language version of this Agreement shall control even if it is translated into another language.
Effective 20 January 2019