Last Updated: October 19, 2020
These R3 Partner Connect Terms & Conditions (these “Terms“) contain the terms and conditions that govern your participation in the R3 Partner Connect Program (the “Program”) and are an agreement between R3 LLC (“R3,” “We,” “Us,” or “Our”) and you or the entity you represent (“You”). These Terms take effect when You check the box presented with these Terms (“Effective Date”). By clicking the “I Agree” button, You agree to these Terms.
1.1 Joining the Program. To join the Program, You must submit a complete program application through partnerportal.r3.com(the “Site”), be bound by the applicable [MLSA (as defined below)], and be accepted into the Program. For the avoidance of doubt, participation in this Program does not authorize You to resell or sublicense Our products or services.
1.2 Program Benefits. If You are accepted into the Program, You may receive certain benefits described on the Site. Any benefits You receive in connection with the Program are governed by these Terms.
1.4 Your Representations. You hereby expressly represent and warrant to R3 that You will at all times (a) conduct Your activities in the Program in a professional and competent manner, (b) comply with all applicable laws, regulations and orders of any governmental authority, and (c) not engage in any illegal, harmful, false or deceptive acts or practices, and that (d) Your participation in the Program and/or entering into these Terms does not and will not violate the terms or conditions of any agreement that You have with any third party.
1.5 Independent Parties. You and R3 are independent contractors, and these Terms do not create a partnership, joint venture, agency, fiduciary, or employment relationship. The use of the term “partner” refers solely to membership in the Program. Neither party nor any of its respective affiliates is an agent of the other for any purpose or has the authority to bind the other.
1.6 Additional Terms. Your use of any of Our products and professional services is governed by the terms and conditions set out in a separate license and or professional services agreement governing Your use of such products and professional services (if applicable, the “Customer Agreement”). You may be required to agree to additional terms and conditions (“Additional Terms”), including third-party terms, in order to participate in specific opportunities or receive certain benefits as part of the Program. If there is a conflict between these Terms and any Additional Terms, the Additional Terms will control, except that these Terms will control with respect to any Additional Terms from a third party.
2. Publicity and Marketing
2.1 Partner Materials. We may list Your name, website, and other general contact information on the Site. You hereby grant to Us and Our affiliates a non-sublicensable, royalty-free, non-exclusive, worldwide right to use any of Your trademark, service mark, trade name, other proprietary logos or insignia, URL, domain name, or other source or business identifier available at Your web page or provided to R3 by You (collectively, “Your Marks”) on the Site and in any list of participants of the Program, published by R3 or its affiliates from time to time, for so long as these Terms are in effect, solely for the purpose of identifying You as a participant in the Program. You may elect (but are not obligated) to provide to R3 or its affiliates other text, images, web content, audio, video, or other content (excluding software) (“Additional Materials”), and You grant to Us and Our affiliates a non-exclusive, worldwide, royalty-free license to reproduce, publish, distribute and translate all or any part of such Additional Materials in connection with the Program. You will ensure You have all rights necessary to grant to R3 and its affiliates the rights described in this Section 2.1. R3 may make reasonable changes or alterations to Your Marks or Your Additional Materials. As between the parties, You own and reserve all right, title, and interest in and to Your Marks and Your Additional Materials.
2.2 Identifying Yourself as an R3 Partner. You may not issue any press release or other public statement with respect to Your participation in the Program without Our prior written consent. If interacting with the U.S. federal government or any other government authority in the relevant country about Our products or services, You must explain that You are participating in the Program. If Your participation in the Program qualifies as described on the Site (each qualified partner, a “Logo Partner”), hereby grant to You a non-sublicensable, royalty-free, non-exclusive, worldwide right to use the R3 Logos available at the R3 web page located at: https://www.r3.com/contact-press-media/ (the “R3 Logo”) for so long as these Terms are in effect, on Your web page or in other marketing materials, solely for the purpose of identifying yourself as a participant in the Program. In connection with any such display on a website, You shall provide a link to R3’s web page located at https://www.r3.com/ or any successor page thereto as R3 may notify You from time to time. Any use of the R3 Logo outside the scope of the foregoing license requires Our prior written permission. In accordance with R3’s official Trademark Policy, You may not modify the R3 Logo in any way. You may not transfer, assign or sublicense Your limited permission to use the R3 Logo to any other person or entity. When using the R3 Logo, You will follow the R3 Ecosystem Brand Guidelines posted Our web page or on the Site, as those guidelines may be updated from time to time. We may revoke Your license to use any R3 Logo at any time by giving You written notice. We reserve all rights in the R3 Logo and related intellectual property rights and, except as expressly described in this Section 2.2 (Identifying Yourself as an R3 Partner), no rights to the R3 Logo or related intellectual property rights are transferred or licensed pursuant to these Terms. For the avoidance of doubt, if You do not qualify as a Logo Partner, You may not refer to yourself as a “partner” of R3, and You may not use the R3 Logo.
3. Program Content & Information
3.1 Program Content. R3 may provide to You as a Program benefit text, images, web content, audio, video, or other content (excluding software) through a variety of means including through the Site and third-party websites and software (“Program Content”).
3.2 Ownership and Use of Program Content. We own and reserve all right, title, and interest in and to the Program Content. We grant You a limited, revocable, non-exclusive, non-sublicensable, non-transferrable license to reproduce and distribute the Program Content during the Term (as defined in Section 4 (Term and Termination)) solely for the purpose of marketing Our products and services to Your customers. Except as provided in this Section 3.2 (Ownership and Use of Program Content), You obtain no rights under these Terms from Us to the Program Content, including any related intellectual property rights.
3.3 Program Content Restrictions. You agree that You will not use the Program Content in any manner or for any purpose other than as expressly permitted by these Terms. You may not and may not attempt to: (a) except as permitted in Section 3.2, use, reproduce, sell, sublicense, distribute or otherwise transfer any Program Content to any third party; or (b) modify, alter or otherwise create derivative works of any Program Content. During and after the Term, You will not assert, nor will You authorize, assist, or encourage any third party to assert, any copyright infringement or other intellectual property infringement claim regarding the Program Content You have used.
3.4 Your Feedback and Case Studies.
(a) You understand and agree that at any time and from time to time You may engage in general discussions and/or provide feedback or exchange general information and ideas with respect to any Program Content, the Site, R3’s products and services or the subject matter of these Terms (such discussions, information, ideas or feedback, “Feedback”). Feedback shall not constitute Your confidential information, and R3 shall have the unrestricted right to use and exploit Feedback and shall have no obligations to any other party with respect thereto.
(b) If You provide any written or recorded case studies or testimonials (“Case Studies”) to R3, You hereby authorize R3 to reproduce, publish, distribute and/or translate the Case Studies, along with Your company name and logo, for marketing purposes (i) on websites operated by R3, including the Site; (ii) on any R3 online video repository; and/or (iii) in commercial presentations.
(c) You represent and warrant that Your contributions and Case Studies do not violate any rights of any third party, and You have full rights and authority to grant the foregoing rights to Us without needing additional approval from, or creating monetary liability to, any third party.
3.5 Confidential Information. All confidential, non-public information one party receives from the other in its performance of these Terms that is marked “confidential” or that the other party knows, or reasonably should know, is confidential to such party, including software and information relating to products, pricing, intellectual property, business strategies (including the existence of, the terms of and its position in any dispute in relation to these Terms), employees, officers, contractors and agents and customers (“Confidential Information”), will be held in confidence and only be used strictly in accordance with these Terms and not for any other purposes and will not, without the express written consent of the disclosing party, be used or disclosed except to those of the receiving party’s representatives who are bound to substantially similar obligations of confidentiality and have a need to know. Each party will be responsible and liable for the acts and omissions of its representatives to the same extent as if performed by such party. In any case, the receiving party shall exercise at least the same standard of care to protect such information from unauthorized disclosure or use as it uses to protect its own confidential information of a similar nature, which in no event shall be less than reasonable care. For the avoidance of doubt, information which (a) is in the public domain at the time of its disclosure by disclosing party or thereafter; (b) was properly in the receiving party’s possession prior to such disclosure by disclosing party; or (c) was disclosed to receiving party by a third party who did not obtain such Confidential Information, directly or indirectly, from the other party subject to any confidentiality obligation, will not be considered Confidential Information under these Terms. Notwithstanding the confidentiality obligations under these Terms, the receiving party is free to make disclosure of any Confidential Information in a judicial, legislative, or administrative investigation or proceeding or to a government or other regulatory agency; provided that, to the extent permitted by the circumstances, the receiving party provides to disclosing party prior written notice of the intended disclosure to enable the disclosing party the reasonable opportunity to contest or limit such disclosure (including reasonable assistance at disclosing party’s expense) or, if prior written notice is not permitted, prompt notice of such disclosure. Each party acknowledges that the disclosure of Confidential Information may cause irreparable injury to the party whose information is disclosed. Therefore, each party is, upon a disclosure or threatened disclosure of any Confidential Information, entitled to seek injunctive relief. This provision shall not in any way limit such other remedies as may be available to such party at law or in equity.
3.6 Third-Party Data. For any Third-Party Data You provide to R3, You represent and warrant that You have received all necessary consents for (a) You to share the Third Party Data with R3 and its affiliates, and (b) R3 and its affiliates to use the Third-Party Data to contact its subject(s) to market Our products and services and the Program.
4. Term and Termination
These Terms will commence on the Effective Date and will remain in effect for one (1) year from the Effective Date (“Initial Term”), except that these Terms will automatically terminate upon any termination of the applicable Customer Agreement. Following the expiration of the Initial Term, these Terms will renew automatically for successive one (1) year periods (each, a “Renewal Term,” and collectively and together with the Initial Term, the “Term”). Either party may, by giving at least thirty (30) days’ notice in accordance with the applicable Customer Agreement, terminate these Terms for any or no reason. If these Terms are terminated for any reason: (a) all licenses granted by You or Us will terminate; (b) You will immediately cease use of, and remove from Your site, all Materials (as defined in Section 5 below); and (c) You will immediately cease to identify yourself or hold yourself out as a Program participant or R3 partner.
THE PROGRAM AND THE R3 LOGO, PROGRAM CONTENT, THIRD-PARTY DATA, AND ANY BENEFITS OR OTHER MATERIALS THAT WE MAY OFFER THROUGH THE PROGRAM (COLLECTIVELY THE “MATERIALS”) ARE PROVIDED “AS IS”, “WHERE IS” AND “AS AVAILABLE”, AND R3 EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY (INCLUDING WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, FITNESS FOR PURPOSE, NONINFRINGEMENT OR SYSTEM INTEGRATION, OR WARRANTIES WITH RESPECT TO SATISFACTORY QUALITY, AND/OR PERFORMANCE OF, ANY MATERIALS, AND/OR THE ACCURACY OR RELIABILITY OF THE RESULTS THEREOF); AND (B) R3 DOES NOT REPRESENT, WARRANT OR PROVIDE ANY OTHER FORM OF GUARANTEE THAT ANY MATERIALS MEET CUSTOMER’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, OR ARE ERROR FREE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY R3, ITS AGENTS, ITS THIRD PARTY SERVICE PROVIDERS, SUBCONTRACTORS, OFFICERS, EMPLOYEES OR REPRESENTATIVES SHALL CREATE ANY WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY, AND YOU MAY NOT RELY ON ANY SUCH INFORMATION OR ADVICE WITH RESPECT TO R3.
6. Limitation of Liability
WE AND OUR AFFILIATES WILL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, RELIANCE, OR PUNITIVE DAMAGES OR LOST OR IMPUTED REVENUE OR PROFITS, OR LOST OR INACCURATE OR CORRUPTED DATA OR LOST USE, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, LOSS OF GOODWILL, LOSS OF OPPORTUNITY, OR LOSS OF BUSINESS EXPECTATIONS, ARISING IN CONNECTION WITH: (A) YOUR PARTICIPATION IN THE PROGRAM; (B) YOUR USE OF MATERIALS; OR (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THESE TERMS, THE PROGRAM, OR YOUR USE OF OR ACCESS TO MATERIALS. OUR TOTAL LIABILITY UNDER THESE TERMS FOR ALL CLAIMS ARISING IN CONNECTION THEREWITH WILL BE LIMITED TO DIRECT DAMAGES IN AN AMOUNT EQUIVALENT TO THE FEES PAID TO R3 WITH RESPECT TO ANY PROGRAMS DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING ASSERTION OF THE CLAIM.
We may from time to time modify these Terms, or change or discontinue the Program as a whole, or any aspect of it. We will notify You of changes by posting them on the Site or by sending You an email using the email address provided to Us in Your application for the Program. You are responsible for checking the Site regularly for changes. Changes will be effective as of the date such changes are posted or, if We notify You by email, as stated in the email message. By continuing to participate in the Program, You agree to comply with and be bound by the most current version of these Terms. We last modified these Terms on the date listed at the beginning of these Terms.
8.1 Assignment; No Third Party Beneficiaries. The provisions of these Terms shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns. You may not assign or transfer (whether by operation of law or otherwise) these Terms (in each case, in whole or in part) or any of Your rights or obligations thereunder, unless You make a request in writing in advance and R3 replies in writing consenting to Your request. R3 may require You and the proposed assignee/transferee to agree to Additional Terms or pay additional fees. R3 does not give blanket consents, so You will follow these procedures for each additional or subsequent transfer or assignment that Customer or Customer’s permitted assignees/transferees wish to make.
8.2 Miscellaneous. Headings and captions are used for convenience of reference only. All notices provided by You to R3 must be sent by certified mail or reputable overnight courier to the address specified and deemed given one (1) business day after sending to R3: Attention: Chief Legal Officer. The parties shall use reasonable efforts to negotiate in good faith to substitute any invalid, illegal or unenforceable provision with a valid, legal or enforceable provision which achieves to the greatest extent enforceable the original intent (and commercial position) of the parties as would have been achieved by the original provision. Waiver of a breach is not waiver of other or later breaches. No failure or delay by a party to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. Nothing in these Terms is intended to create an agency, partnership, joint venture, or franchise between the parties and neither party has the authority to act in the name or on behalf of or otherwise to bind the other or to make representations on behalf of the other party or its products or services. In performing its obligations under these Terms, each party is acting as an independent contractor of the other and is solely responsible for the supervision, daily direction, and control of its own employees and for the payment of their salaries and benefits and related compensation. References to days are references to calendar days unless otherwise specified. Except as set forth herein, there are no third party beneficiaries of these Terms.
8.3 Governing Law; Venue. These Terms will be interpreted, construed, and governed by the laws of the State of New York, United States. You agree that the state or federal courts located in New York County, New York, shall have sole and exclusive jurisdiction over any disputes or any application for equitable relief; any claim shall be brought only in federal or state courts located in New York County, New York, and each party expressly waives any claim that the jurisdiction of such court with respect to personal jurisdiction is improper or that the venue is inconvenient or improper. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO SUCH CONTROVERSIES. The parties specifically disclaim the UN Convention on Contracts for the International Sale of Goods. The prevailing party in any dispute is entitled to the recovery of reasonable legal fees and expenses.
If You have any questions concerning these Terms, please contact Us at: firstname.lastname@example.org.
By clicking the “I Agree” button below, You agree that You have read, understand, and agree to be bound by terms and conditions of these Terms, and You represent and warrant that if You are entering into this Agreement on behalf of an entity, You are duly authorized and empowered to enter into these Terms on behalf of such entity.