As a condition of purchasing Atera products and/or services, all distributors, resellers and/or sub-resellers must comply with the following terms. By purchasing the Atera products from us, you hereby agree to comply with all of the Partner obligations below:
Partner's Responsibilities
Marketing. During the Term, Partner and, as applicable, its Sub Resellers, shall use its best efforts to actively market promote, create demand and distribute the Platform and Services in the Territory for the purpose of attaining the highest volume of sales, providing broad and positive exposure for the Platform and Services, all as set forth in this Agreement. At all times, Partner shall enhance Atera's business reputation and interests. Under the Distributor Program, Partner further agrees to, and shall ensure that its Sub Resellers shall, comply with good business practices and all applicable laws and regulations applicable in the Territory. Without derogating from the above, Partner shall and shall ensure that its Sub Resellers shall, comply with the Marketing Guidelines attached as Exhibit B and as may be provided by Atera to Partner from time to time.
Unsuitable Activity. If the Partner Site, Partner’s or, as applicable, its Sub Resellers', marketing materials or any activity performed by Partner or, as applicable, its Sub Resellers' is reasonably determined by Atera to be unsuitable for the Program or otherwise not in compliance with this Agreement or Atera policies, guidelines and instructions, Atera may terminate, the Partner’s participation in the Program, and/or an engagement of Partner's Sub Reseller(s), at any time, immediately upon written notice; provided that if practicable and feasible, Atera shall first notify Partner of such activity and provide a cure period (if the activity is curable), and if the activity is not cured during the cure period then Atera may terminate this Agreement and Partner’s and/or its Sub Resellers' participation in the Program. Unsuitable Partner Site or activity may include, but not be limited to, sites containing Fraudulent Activities and/or activities related to illegal, offensive, abusing, infringing content, or which incorporate images or content that is, in any way, unlawful, harmful, threatening, defamatory, obscene, harassing or racially, ethically or otherwise objectionable, including without limitation, sites or activities that: promote violence; promote gambling; promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; promote illegal activities or incorporate any materials which infringe or assist others to infringe Atera or any third party’s intellectual property rights, or are directed towards children under 13 years of age.
Authorizations. Partner shall, at its own expense, make, obtain, and maintain in force at all times during the Term, all filings, registrations, reports, licenses, permits and authorizations required under applicable law for Partner to perform its obligations under this Agreement.
Partner's Personnel. Partner is solely responsible for all of its employees and agents, its and their labor costs and expenses arising in connection therewith and for any and all claims, liabilities or damages or debts of any type whatsoever that may arise on account of Partner’s activities, or those of its employees or agents in the performance of this Agreement.
Training. Atera shall provide Partner and Partner’s personnel involved in the marketing and selling of the Subscription Plans with information and initial training with respect to the Platform, all as reasonably necessary in order to enable Partner to fulfill its obligations hereunder in a professional and timely manner. Training sessions may be conducted from time to time, in the scope and timing agreed upon by the Parties in writing. Without derogating from the generality of the foregoing, Partner hereby undertakes to ensure that its personnel are qualified to sell the Subscription Plans by: (I) completing the applicable training course; or (ii) demonstrating sufficient knowledge and proficiency with respect to the Platform. Under the Distributor Program, Partner shall be responsible to provide all required training to its Sub Resellers and their personnel which are involved in the marketing and selling of the Subscription Plans.
Sales Manager. Partner will appoint a sales manager who will be in charge of Atera’s commercial activities with the Partner.
No Distribution Outside Territory. Unless otherwise agreed in advance and in writing by Atera, Partner shall not directly or indirectly: (i) offer the Subscriptions to any Potential Customer in a country outside the Territory, or (ii) offer the Subscription Plans or Services within the Territory to any person if Partner knows or has reason to believe that such person will import or export the Subscription Plans or Services to any country outside the Territory.
Conflicts of Interest. Partner certifies that it has no outstanding agreement or obligation that is in conflict with any of the provisions of this Agreement, or that would preclude Partner from complying with the provisions hereof. Furthermore, Partner hereby expressly certifies and represents that in performing its obligations Partner is not in breach of any obligation towards and third party.
Non-Competition and Non-Solicitation. During the Term of this Agreement and for a period of one (1) year thereafter Partner shall not (i) engage in any business activity, hold an interest, or be involved in any business, which is competitive with the products and services offered by Atera (for the avoidance of doubt, the above does not prohibit the Partner from promoting competing products and services without the use of Atera’s Confidential Information); (ii) solicit Referred Customers or Potential Customers for the purpose of inducing them to not renew (or otherwise terminate) their Subscription Plan with Atera, or (ii) refer or otherwise migrate Referred Customers or Potentials Customers to a competing platform or service.