Solution Provider Program Appendices

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING ACCESSING OR CONSUMING THE SOFTWARE OR SERVICES. BY CLICKING YOUR ASSENT OR USING, ACCESSING OR CONSUMING SOFTWARE OR SERVICES, YOU SIGNIFY YOUR ASSENT TO AND ACCEPTANCE OF THIS AGREEMENT AND ACKNOWLEDGE YOU HAVE READ AND UNDERSTAND THE TERMS. AN INDIVIDUAL ACTING ON BEHALF OF AN ENTITY REPRESENTS THAT HE OR SHE HAS THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THAT ENTITY. IF YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT, THEN DO NOT USE THE SOFTWARE OR SERVICES.

  1. This Solution Provider Program Appendix (“Program Appendix”), incorporates the terms and conditions of the Mirantis Partner Agreement at https://www.mirantis.com/wp-content/uploads/2019/04/Mirantis-Partner-Agreement-April-2019.pdf (the “Partner Agreement”) (collectively, the “Agreement) and is between Mirantis, Inc. (“Mirantis”) and the Partner clicking assent or using, accessing, or consuming software and services or identified in the signature block below (“Partner”). Defined terms in the Partner Agreement shall have the same meaning in this Program Appendix, unless otherwise set forth herein. The effective date of the Program Appendix shall be the date of acceptance or last signature, as applicable (“Effective Date”). The Agreement, including this Program Appendix set forth the terms and conditions under which Partner is authorized to acquire and resell Mirantis Products, and Services as a Mirantis Solution Provider (as defined below).

 
  1. End User” means a purchaser who has acquired Mirantis Products and Services for its own internal use and without the right to resell, remarket, or otherwise distribute Mirantis Products and Services. Notwithstanding the authorization set out in this Program Appendix, Mirantis shall have no liability for any acts and omissions of any of Partner or Partner’s business partners. “End User Agreement” means the Master Agreement, including applicable appendices at https://www.mirantis.com/company/agreements/, Master Software and Services Agreement at https://www.mirantis.com/wp-content/uploads/2019/11/Docker-MSSA-2019-online_November-2019-clean.pdf,  or End User Subscription Agreement at https://www.mirantis.com/wp-content/uploads/2019/11/Docker-EUSA-2019-online_November-2019-clean-1.pdf, as applicable (individually “End User Agreement” and collectively, “End User Agreements”). “Reseller” means the entity purchasing, directly or fulfilling through an authorized Mirantis distributor, Mirantis Products and Services to resell to End User(s).  “Services” means Mirantis branded training services and consulting services provided by Mirantis or Mirantis authorized partners. “Software” has the same meaning as described in the End User Agreement. “Mirantis Subscription Services” has the same meaning described in the End User Agreement. Subscription services are sold and provided on a per Unit basis and for a specific term (as made available by Mirantis) that provides an End User with access to the Mirantis software and Mirantis support and/or managed services pursuant to the End User Agreement.

 
  1. Upon the Effective Date, Mirantis grants Partner a non-exclusive authorization to demonstrate, market, promote, and sell the Mirantis Products and Services during the Program Term (defined below) as a value add reseller, system integrator, or consulting partner who will resell Mirantis Products and Services to End Users with the obligations and Partner benefits as provided at https://info.mirantis.com/solution-provider-program (“Mirantis Solution Provider”). Partner’s continued authorization is based on its compliance with the Agreement. This authorization is personal to the legal entity or branch office indicated by Partner in the Program Appendix or as otherwise accepted by Mirantis in writing. Partner has no right to delegate its activity hereunder to another person or entity, or agents for the Mirantis Products and Services without Mirantis’ express written consent. Partner must resell Products on the same per Unit basis for each Mirantis Product as defined in the applicable End User Agreement for the subscription services.

 
  1. Program Restrictions. If at any time Mirantis reasonably determines that (a) the laws of any country are or become insufficient to protect Mirantis’ rights in the Mirantis Products and Services; (b) applicable law prohibits Mirantis from distributing the Mirantis Products and Services into a particular country; or (c) if Mirantis becomes aware of any potential intellectual property claim that may be made in respect of the Mirantis Products and Services in such country, Mirantis reserves the right to suspend Partner’s right to distribute the Mirantis Products and Services  in such country upon thirty (30) days prior written notice. Partner’s rights with respect to such country will only be reinstated upon written notification from Mirantis.

 
  1. To order Products and Services Partner shall fulfill through and place orders with an authorized Mirantis distributor.

 
  1. End User Agreements. Partner will require each End User to sign or otherwise assent (in a manner acceptable to Mirantis) to the applicable End User Agreement as a condition for the sale of Mirantis Products and Services. To the extent permitted by applicable law, Partner’s satisfaction of this obligation may be achieved by, but is not limited to (a) using the URL link to the applicable End User Agreement above in Partner’s agreement or other purchase documentation to obtain End User assent; or (b) by requiring End User to execute a hard copy of the applicable End User Agreement. Partner will not amend or grant any waiver under the End User Agreements without Mirantis’ prior written consent. If Partner becomes aware of any violation of an End User Agreement, Partner will notify Mirantis immediately and will reasonably assist Mirantis in its efforts to enforce the terms of the End User Agreement.

 
  1. Marketing and Distribution. Subject to the rights and restrictions set forth in this Agreement, Partner will use reasonable efforts to (a) actively market, promote, and sell Mirantis Products and Services; (b) make periodic and regular demonstrations showcasing the features of the Mirantis Products and Services; (c) establish and maintain appropriate marketing and sales facilities and personnel to create and meet the demand for Mirantis Products and Services and related support among Resellers and End Users; (d) represent the Mirantis Products and Services accurately and fairly and at all times avoid deceptive, misleading or unethical business practices; and (e) carry out the promotional and other tasks agreed between the Parties. Partner will make no claim, representation, warranty, or guarantee to Resellers or End Users or third parties relating to the performance or functionality of the Mirantis Products and Services other than as expressly set forth by Mirantis in the End User Agreements. Partner shall determine its own sale prices. Partner agrees that it will promptly report any effort by Mirantis personnel to interfere with its pricing policies directly to a Mirantis officer or manager. Partner agrees to confer periodically with Mirantis, at Mirantis’ request, on matters relating to market conditions, sales forecasting, product planning and promotional marketing strategies. Partner will conduct business in its own name and in such a manner that will be reasonably expected to reflect favorably at all times on the Mirantis Products and Services and the good name, goodwill, and reputation of Mirantis.

 
  1. NFR Mirantis Products. Subject to the terms and conditions of the applicable End User Agreement Partner may use Not-For-Resale (“NFR”) Mirantis Products to (a) support Partner’s sale and marketing activities, sales enablement training of Partner’s personnel, and Partner’s demonstration of the functions and features of the Mirantis Products to Resellers or End Users; and (b) for non-production internal use by Partner at no cost. If eligible, Partner may receive access to NFR Mirantis Products with a one (1) year term by following the process provided through the Mirantis Partner portal. NFR Mirantis Products may be renewed for additional one (1) year terms through the same process.  Mirantis is under no obligation to provide any support or related services to Partner for such internal use of Mirantis Products, except as may be purchased separately.  Any violation of this Section 8 will be deemed a material breach of this Agreement.

 
  1. Mirantis Marks. The Mirantis Marks that Partner is authorized to use under this Program Appendix, are identified at https://www.mirantis.com/LOGO/and such other marks as Mirantis may designate from time to time in writing during the term of this Agreement.

 
  1. Program Appendix Term. This Program Appendix and the authorization granted hereunder begin on the Effective Date and continue for one (1) year (the “Program Term”). This Program Appendix shall automatically renew upon the anniversary of the Effective Date, and shall continue in full force and effect for successive one (1) year periods unless and until terminated by either party giving to the other written notice of termination at least thirty (30) days before the anniversary date.

 
  1. Termination of Program Appendix by Mirantis or Partner. Mirantis or Partner may (without prejudice to any other right or remedy) terminate this Program Appendix pursuant to Section 7 of the Partner Agreement. Termination of this Program Appendix for any reason will immediately terminate Partner’s authorization, including all eligibility for Partner benefits. Unless otherwise authorized under a separate Program Appendix, upon such termination, Partner will immediately (i) cease referring to itself as a Mirantis Distributor, and using that title in any communication and advertising; (ii) cease all promotion, demonstration, sale and distribution of the Mirantis Products and Services; (iii) cease all use of the Mirantis Marks, (iv) return or destroy, at Mirantis’ option, all printed materials containing such Mirantis Marks, including all documentation and Promotional Materials. Partner will remit all fees due to Mirantis under this Program Appendix within fifteen (15) days of such termination; provided, however, that Partner will be entitled to sell any of its inventory of Mirantis Products and Services for which Mirantis has been fully paid and that are required to fulfill any unperformed contracts of Partner outstanding at the date of termination. All rights and obligations of the Parties under this Program Appendix will terminate immediately, except that Partner payment obligations under this Program Appendix will survive such termination. Termination of this Program Appendix shall not affect any pre-existing agreements between the Parties, nor any End User Agreement. Termination of this Program Appendix will not operate to terminate the Agreement or any special bid under the Program Appendix and the terms and conditions of the Agreement and this Program Appendix will continue in full force and effect to the extent necessary to give effect to any special bid in effect at the time of termination of this Program Appendix and until such time as the special bid expires.

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