Celframe Partner Program Agreement
As part of the enrollment and re-enrollment process, you must read and accept the Celframe Partner Program Agreement. Please note that the English language version of the Celframe Partner Program Agreement governs all legal aspects of this agreement. As with any legal agreement, you should review this agreement with legal counsel before accepting it.
Celframe Partner Network Agreement
The parties agree to the following terms for Company’s participation in the Program.
SECTION 1 : PURPOSE AND CONDITIONAL USE
End User Software License...
This Program is designed to help technology companies deliver solutions based on Celframe technologies. Company’s participation in this Program is voluntary. Nothing in this Agreement restricts Company from supporting, promoting, distributing or using non-Celframe technology.
Whereas Celframe has developed certain software products, methodology, techniques, services and inventions which Second Party wishes to exploit, and;
Whereas Second Party has informed Celframe of its desire to accept from Celframe a license to distribute, market, support and sell the relevant software products & services as hereinafter described on the following terms and conditions.
Now therefore, in consideration of the foregoing and the mutual covenants contained herein,the parties hereby agreeas follows:
Definitions: For the purposes of this Agreement the following words shall have the meanings set forth below, unless the context requires otherwise:
(a) “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;
(b) “Company” means the business entity identified in the online signature block that has entered into this Agreement;
(c) “Confidential Information” means non-public information, know-how or trade secrets in any form, that:
- Are designated as being confidential; or
- A reasonable person knows or reasonably should understand to be confidential.
The following types of information, however marked, are not Confidential Information. Information that:
(i) Is, or becomes, publicly available without a breach of this Agreement;
(ii) Was lawfully known to the receiver of the information without an obligation to keep it confidential;
(iii) Is received from another source who can disclose it lawfully and without an obligation to keep it confidential;
(iv) Is independently developed; or
(v) Is a comment or suggestion one party volunteers about the other’s business products or services;
(d) “Fix(es)” means Product fixes, modifications or enhancements or their derivatives that Celframe either releases generally (such as commercial Product service packs), or that Celframe provides to Company when performing Services (such as workarounds, patches, bug fixes, beta fixes and beta builds);
(e) “Location” means the Company Affiliate(s) who enrolled in the Program and associated with the Company to share the Program benefits;
(f) “Celframe” means the Celframe entity identified.
(g) “Celframe Materials” means technology (including Products), Services, Celframe Services Materials, security, technical and sales and marketing information and resources, training courses and materials and other benefits Celframe offers to Company under the Program;
(h) Celframe Services Material(s)” means any non-code based written materials Celframe provides to Company as part of performing the Services under the Program;
(i) “Pre-existing Work” means any computer code or materials (other than Products or Fixes)developed or obtained independent of this Agreement, whether by or for Celframe or its Affiliates, or by or for Company or its Affiliates;
(j) “Product” means all Celframe products and technologies Celframe makes available under this Agreement, including but not limited to products made available for license for a fee, products provided prior to commercial release, and hardware, including any online services and other web-based services identified on the Product List;
(k) “Product List” means, with respect to any licensing program, the statement published by Celframe from time to time on the World Wide Web at http://www.celframe.com/licensing, or at a successor site that Celframe identifies, which identifies the Products that are or may be made available under the Program (which availability may vary by region).;“Program” means the Celframe Partner Network;
(l) “Program Guide” means the guide located on the Program Website. The Program Guide provides guidance about the Program and Program requirements;
(m) “Program Level(s)” means the level of Company’s participation in the Program. There are Five Program Levels:
- Registered Member;
- Certified Partner;
- Silver Certified Partner;
- Gold Certified Partner; and
- Platinum Certified Partner.
Program Levels and requirements are described more fully in the Program Guide. However separate agreements maybe needed for channel, OEM, distribution, ISV, Hosting and other partner types. Contact partner team at http://www.celframe.com/partners for more
(n) “Program Member” means a business entity that meets the Program eligibility requirements defined in the Program Guide;
(p) “Services” means support, consulting, training and other services or advice provided through the Program; and
(q)" Term” has the meaning given to it under Section 7(a)
SECTION 2 : PROGRAM
(1) Administer the Program;
(2) Give Company information about the Program, including events and training opportunities;
(3) Invite Company to participate in surveys and research; and
(4) Give Company Celframe Materials to help it deliver solutions based on Products.
(1) Celframe may change the Program or any aspect of it. Celframe will give Company 30 days’ e- mail or other written notice of any substantive Program changes.
(2) Company is responsible for checking the Program Website regularly for all other changes. Program Website changes are effective on the date the changes are posted. Changes do not apply retroactively.
(a) Company will receive the benefits described in the Program Guide and Program Website. Benefits may vary by Program Level, competency, and country. Benefits may include Celframe Materials.
(b) Program benefits may require additional fees and have additional terms, conditions, and licenses. Company must;
(i) accept those additional terms before using any Program benefit and
(ii) use the Program benefits according to those additional terms and this Agreement.
Company may not use the Program benefit(s) if it does not agree to those additional terms, if applicable.
(c) Company’s Affiliates may participate in the Program as a Location for the purpose of pooling partner points or sharing benefits.
(d) Services benefits;
(i) Company’s use of Services offered under the Program, including the Program Guide, will be governed by this Agreement. Services purchased from Celframe outside of the Program will be governed by a separate services agreement.
(ii) Celframe’s delivery of Services depends on Company’s full and timely cooperation, as well as the accuracy and completeness of Company’s information.
(iii) Celframe may offer Services for new Products or discontinue Services for existing Products. Celframe’s current life cycle policies are posted at http://www.celframe.com/support . Celframe will notify Company if it cannot effectively provide Services in certain cases.
(iv) Practice Accelerator Services and associated Celframe Services Materials are provided subject to the rules and restrictions contained in the Program Guide, in addition to the following:
(v) Third Party Content. Celframe may provide links to third party web sites and content in the Services and Celframe Services Materials. The linked sites and content are not under Celframe’s control and Celframe is not responsible for such content. Celframe does not support or endorse any third party sites or content and provides these links solely as a convenience. Celframe makes no representations or warranties, express, implied or statutory, as to any third party web sites or content.
(vi) Updates. During the term of this Agreement, Celframe may provide Company with updates to the Services or Celframe Services Materials in Celframe’s discretion. Celframe has no duty to update the Services or Celframe Services Materials and Company accepts responsibility for any Services, Celframe Services Materials or information that Company delivers to its customer.
(vii) Agreement to share information. Celframe will periodically request the following types of opportunity/ project data regarding Company customers in order to adequately assess the value of the Services:
1. customer name
2. customer industry and size information
3. customer opportunity size
4. total customer opportunity versus portion attributable to Services
5. Win/Loss data (dates, reasons, perceived value of Services)
6. Financial details
(iv) Agreement to provide program feedback. Celframe will periodically request feedback on Company’s experience with the Services:
· Value/quality of the Celframe Services Materials
· Quality of support
· Customer’s perceptions
· Impact on Company’s business
(i) Fixes. All Fixes provided for a specific Product are licensed according to the terms of the license agreement packaged with or otherwise applicable to such Product. Celframe’s Fixes are licensed to Company, not sold. If the Fix is not provided for a specific Product, the following license terms apply. Celframe grants Company a non- exclusive, perpetual, fully paid-up license to use and reproduce any Fix that Celframe provides to Company when performing Services for its internal business operations. Celframe also grants Company the right to grant to its customers that Company specifically identifies in writing to Celframe, a non-exclusive, perpetual, fully paid-up license to use and reproduce the identified Fix for customer’s internal business operations only.
(ii) Pre-existing Work. All rights in any Pre-existing Work will remain the sole property of the party providing the Pre-existing Work. During the performance of the Services, each party grants to the other party (and their respective contractors as necessary) a non-exclusive, temporary, fully paid-up, license to use, reproduce and modify any of its Pre-existing Work solely to perform the Services. Celframe also grants Company a non- exclusive, perpetual, fully paid-up, license to use, reproduce and modify (if applicable) its Pre-existing Work in the form provided to Company as part of the Celframe Services Material(s) for Company’s internal business operations. Celframe also grants Company the right to grant to its customers that Company specifically identifies in writing to Celframe a non-exclusive, perpetual, fully paid-up license to use , reproduce and modify (if applicable) Celframe’s Pre-existing Work in the form provided to Company as part of the Celframe Services Material(s) for customer’s internal business operations. In no event is Company granted any license to distribute Celframe Pre-existing Work apart from the Celframe Services Material(s).
(iii) Celframe Services Materials. Celframe retains all rights and ownership in the Celframe Services Material(s) except to the extent such materials constitute Company’s Pre-existing Work. Celframe grants Company a non- exclusive, perpetual, fully paid-up, license to use, reproduce and modify any of the Celframe Services Material(s) for Company’s internal business operations. Celframe also grants Company the right to grant to its customers, that Company specifically identifies in writing to Celframe, a non-exclusive, perpetual, fully paid-up license to use, reproduce and modify Celframe’s Services Material(s) for customer’s internal business operations.
(iv) Sample Code. Celframe grants Company a non-exclusive, perpetual, royalty-free right to use and modify any software code provided by Celframe for the purposes of illustration (“Sample Code”) and to reproduce the object code form of the Sample Code for Company’s internal business purposes.
(v) Distribution Indemnification and Additional Restrictions. Any distribution by Company under this Agreement must be pursuant to a license agreement with customer that includes a license grant with a statement of ownership and restrictions consistent with the terms of this Agreement. Company will indemnify and hold Celframe harmless, and defend Celframe and its suppliers from and against any claims or lawsuits, including attorneys’ fees or legal costs, that relate to Company’s distribution of any Celframe Services Material(s) or Fixes including:
1. Company’s customers’ use;
2. Company’s negligent or willfully wrongful acts associated with distribution or marketing;
3. Any additions or modifications Company makes; and
4. Any use in violation of this Agreement
(vi) Open source license restrictions. Some software licenses require, as a condition of use, modification and/or distribution, that the software or other software combined and/or distributed with it be:
1.Disclosed or distributed in source code form;
2.Licensed for the purpose of making derivative works; or
3.Redistributable at no charge (collectively, “Open Source License Terms”).
The license rights that each party has granted to any computer code (or any intellectual property associated therewith) are limited. These license rights do not include any license, right, power or authority to incorporate, modify, combine or distribute that computer code with any other computer code in a manner that would subject the other’s computer code to Open Source License Terms. Each party warrants that it will not provide or give to the other party computer code that is governed by Open Source License Terms.
(vii) Affiliate rights. Company may sub license the rights contained in this Section 4(d) to its Affiliates. However, Company’s Affiliates may not sub license these rights and Company’s Affiliates’ use must be consistent with these license terms.
(viii) Reservation of rights. With respect to Services, all rights not expressly granted to Company in this section are reserved by Celframe.
SECTION 3 : TRADEMARKS
(a) Not acquire any right, title or interest in the Celframe Marks because of its use of the Celframe Marks.
(b) Not register, adopt or use any name, trademark, domain name or other designation that includes any part of a Celframe Mark, or any term that is confusingly similar to a Celframe Mark. This includes a translation or transliteration of a Celframe Mark.
(c) Use the Celframe Marks only in connection with Celframe Materials:
(i) In the form Celframe provides;
(ii) For Program advertising and promotion activities; and
(iii) According to the terms of this Agreement and the Program Guide.
(d) Not alter, animate or distort the Celframe Marks or combine them with any other symbols, words, images or design elements.
(e) Not use any of the Celframe Marks or Celframe 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 Celframe policies published on http://www.celframe.com or through the Program.
(f) Maintain the quality of the solutions and Services Company offers in relation to the Celframe Marks and the Celframe Materials at a level commensurate with the quality of Services Company offered before the date of this Agreement. The quality of Company solutions and Services must also meet or exceed standards of quality and performance generally accepted in the industry.
(g) Promptly correct any improper use of the Celframe Marks and deficiencies in the quality of its solutions and Services on notice from Celframe.
(i) The technology (including any Products) made available under this Agreement is not an integrated part of a technology chain for production or management purposes; and
(ii) The technology (including any Products) will have its own technology license. Company will not hold itself out as Celframe’s technology recipient. Company will not identify Celframe as a technology provider under this Agreement.
SECTION 4 : PROGRAM FEE
(i) Registered partners are required to pay a Partner Program sign up membership fee.
Company agrees to pay Celframe the annual Program fee, and other applicable benefit fees if it qualifies and enrolls at a certified, silver or gold or platinum certified partner level.
(ii) In some countries, the Program fee is for the welcome kit with product licenses. In these countries, a Celframe-designated distributor invoices the Company for the welcome kit and sends the kit once the invoice is paid. Price is an estimated price and is subject to variations, such as foreign exchange rates. Company must include a signed, hard copy of this Agreement when it sends its payment for the welcome kit.
(iii) The membership fee for signup may vary based on the market segmentation and the partner status / level the partner has signed up for. It may range for $500k - $10 Million, so please contact Celframe partner team at http://www.celframe.com/partners for precise information
SECTION 5 : TERM AND TERMINATION
(i) Return all copies of documents and Materials containing customer information that Company received because of this Agreement. Company will also return the Celframe Materials and property in its possession or under its control; or
(ii) Destroy all such specified documents and Celframe Materials, including copies, and give Celframe a certificate of destruction signed by an officer of the Company. Termination of this Agreement will not terminate any unresolved prior support requests. This Agreement will continue to apply until such unresolved requests are resolved or otherwise closed.
SECTION 6 : REPRESENTATIONS OF THE PARTNER
It has the necessary resources for the operation of the rights granted by this Agreement, and all authorizations, permits and municipal or other licenses of any nature which may be required for the said purpose. It further acknowledges that it has sufficient financial resources to make the investments indicated in the Business Plan and as per the partner program / network requirements.
SECTION 7 : COUNTRY DISTRIBUTION PARTNER'S PREMISES
SECTION 8 : BUSINESS PLAN
(i) Investment by the Partner in personnel, marketing, infrastructure, communications, materials and physical stock holding as per the purchase order attached;
(ii) Annual sales forecasts.
(iii) Preparation and sending of monthly reports and returns to Celframe.
(iv) Correct use of administrative software as may be supplied or specified by Celframe from time to time.
(v) Use of IT tools as may be defined or specified by Celframe from time to time.
(vi) Use of all PR and promotions defined or specified by Celframe from time to time.
SECTION 9 : PRODUCTS MARKETED BY CELFRAME
SECTION 10 : SERVICES RENDERED BY THE PARTNER TO ITS CUSTOMERS
(a) Technical Support: the Partner shall provide (at its own expense) technical support (first & second levels) in relation to the Products to Customers in the Territory, in accordance with the standards for support established from time to time by Celframe. This support will be on 24 x 7 basis for all its customers. The third level will be provided by Celframe to the Partner only and not for its end users.
(b) Technical Support Service: the Partner shall rent two or more telephone / fax lines as required, to be used exclusively to provide this service. The Partner shall take responsibility for this service which should be provided both by toll free telephone, on line and email during normal working hours in the Territory.
(c) Customer Service: Customers shall be treated with the utmost courtesy, and all their enquiries shall be answered. Should a Customer wish to return a product for any reason, its price shall be refunded in full as per the EULA.
SECTION 11 : SALES REPORTS AND PAYMENTS BY PARTNER
Sales and Revenue Reports
(a) The total number of sales of each of the Products in the Territory during the previous month; and
(b) The total value of all revenue received by the Partner in the previous month from sales of the Products, whether the sales were made in that previous month or in an earlier month.
Payments and Credit terms
SECTION 13 : ELECTRONIC AND ON-LINE DISTRIBUTION, AND CROSS-TERRITORY SALES
(a) On-line Distribution organized by Celframe involving delivery of Products by the Partner in the Territory invoiced by and paid to the Partner: the Partner shall pay Celframe a royalty on the amount of the revenue from such sales, at the rate specified as the “On-line Distribution Royalty” in Appendix 1 to this Agreement. Such sales shall be reported and payments paid in accordance with Vendor Margin in Appendix 1.
(b) Direct On-line Distribution organized by Celframe on-line website (www.celframe.com/store) involving delivery of Licensed Goods by Celframe in the Territory: Celframe shall pay the Partner a share of the amount of the revenue from such sales (after deduction of credit card charges, third party margins (if any) and any other applicable expenses and taxes) at the rate specified as the “On-line Distribution Revenue Share” in Appendix 1 to this Agreement.
(c) Electronic Distribution organized by Celframe involving payment for Products to Celframe: for such sales identified as originating from the Territory, Celframe shall pay the Partner a share of the amount of the revenue from such sales (after deduction of credit card charges, third party margins (if any) and any other applicable expenses and taxes) at the rate specified as the “Electronic Distribution Revenue Share” in Appendix 1 to this Agreement. However, the Partner shall not be entitled to be paid any Electronic Distribution Revenue Share until the Partner’s sales of Products in the Territory have exceeded €30,000 (thirty thousand Euros) but the Partner will then be paid all Electronic Distribution Revenue Share (if any) which has accrued due.
SECTION 14 : MARKETING & ADVERTISING
SECTION 15 : OBLIGATIONS OF CELFRAME
SECTION 16 : OBLIGATIONS OF THE COUNTRY DISTRIBUTION PARTNER
SECTION 17 : TERM AND ACTIONS ON EXPIRY OR TERMINATION
(a) cease to distribute, market or sell the Products and cease to use and enjoy all rights granted to him under this agreement, and in particular, those concerning Trademarks, distinguishing marks, trade names, domain names, registered trademarks and logotypes and other intellectual property rights, shall remove all promotional elements and other identifying marks of Celframe Products and services; and
(b) return to Celframe all such documents and other material (brochures, leaflets, price lists, etc.) as may have been provided under this agreement; and
(c) deliver to Celframe (on paper or in electronic format, as Celframe requires) a copy of all data collected by the Partner while this Agreement has been in force relating to End Users in the Territory, including the name, postal address, email address, telephone number and (where applicable) contact name for each End User, and particulars of all Products purchased by each End User; and
(d) if the Partner has taken the name “Celframe” as part of its company name, take all necessary legal steps to change its company name to a name not including the name “Celframe” within a period of 14 days must be complied.
SECTION 18: EARLY TERMINATION IN CERTAIN CIRCUMSTANCES
By the Partner
(a) Failure by Celframe to fulfill the obligations arising from this Agreement after providing a written notice of 60 days with written acknowledgment from Celframe.
(b) Cessation for any reason of the commercial activities of Celframe.
(c) Dissolution, liquidation, or disappearance of Celframe as a legal entity.
(d) Entry by Celframe into receivership, bankruptcy or proven insolvency
SECTION 19 : INTELLECTUAL PROPERTY RIGHTS AND TRADEMARKS
SECTION 20 : TERRITORY REPRESENTATION AND CHANNELS
SECTION 21 : INDEPENDENCE UNDER LAW
SECTION 22 : EXONERATION FROM LIABILITIES
SECTION 23 : COMPETITION
SECTION 24 : CONFIDENTIALITY
(a) In the case of any party, to its business or finances; or
(b) In the case of Celframe, to its product development plans, and other technical, commercial and operational information and know how; or
In relation to the Products, all data, sources, programs and code.
SECTION 25 : NON-DISCLOSURE OF THE AGREEMENT
Neither party shall publicize this agreement nor any part hereof without the express written consent of the other, with the exception of publicity required under the provisions of the law of any territory or the rules of any stock exchange on which its shares are traded.
SECTION 26 : TAXES
SECTION 27 : NOTICES
SECTION 28 : ASSIGNMENT
SECTION 29 : PRIOR AGREEMENTS AND VARIATIONS
SECTION 30 : SEVERABILTY AND WAIVER
SECTION 31 : TECHNICAL SUPPORT AND PROVISION OF UPDATES
SECTION 32 : APPLICABLE LAW
SECTION 33 : KNOWLEDGE OF BREACH
Knowledge of any breach does not imply waiver, variation or acquiescence thereof unless consented to in writing.
SECTION 34 : TIME
Time wherever mentioned, shall be of essence of this Agreement.
SECTION 35 : BINDING EFFECT
This Agreement shall be binding on the respective successor’s in-title and permitted assigns of the parties hereto.
SECTION 36 : STANDARD TERMS
All standards terms of Celframe partner applies www.celframe.com/partner and also all Product (as listed in EULAS www.celframe.com/legal/eulas. Any other changes or modifications of this said agreement will be attached through annexure to this agreement.
SECTION 37 : CONFIDENTIALITY AND PRIVACY
Celframe may assist Company with sales lead generation and support. The assistance may include access to information, tools, templates and reports. Celframe may also share leads with Company that contain customer Personal Information. “Personal Information” means any information that can be used to identify, contact, or locate a person. Personal Information includes a person’s name, address, e-mail address, phone number, fax number, financial information, account numbers, and government-issued ID numbers. Personal Information also includes information associated or combined with Personal Information (such as a personal profile, unique identifier, biometric information, or IP address). Company will only use Personal Information from Celframe- generated leads to sell products or Services of interest to the customer. Company will not use or share Personal Information from such leads for any other purpose unless Company first obtains customer’s consent. 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. Company may share leads with Celframe so that it can assist with Company’s promotion and sale of Celframe products and Services. Company will comply with all applicable notice or consent laws before sharing the Personal Information with Celframe. All other Company data disclosed under the Program will be protected by the Privacy Statement at http://partner.celframe.com
SECTION 38 : REPRESENTATION AND WARRANTIES
SECTION 39 : INDEMNIFICATIONCompany will defend, indemnify and hold Celframe and its officers, directors, employees, contractors, Affiliates and agents harmless from any and all claims, suits, demands, costs, liabilities, expenses and damages (including reasonable attorneys’ costs and fees) related to Company’s or its agents’ acts or omissions under this Agreement.
SECTION 40 : 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 ARISING OUT OF OR THAT RELATE IN ANY WAY TO THIS AGREEMENT OR ITS PERFORMANCE. 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 POSSIBLITY 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, VIOLATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, OR ANY DIRECT OR INDIRECT LOSS OF PROFITS, DATA, OR BUSINESS ANTICIPATED SAVINGS IN THE ABSENCE OF FRAUD OR GROSS NEGLIGENCE.
SECTION 41 : ADDITIONAL OBLIGATIONS AND CONDITIONS
Company enters this Agreement and acquires the related Services and Program Materials for business purposes only. The provisions of any applicable consumer protection legislation do not apply to this Agreement to the extent that legislation allows the parties to contract out of such legislation.
Nothing in this Agreement is intended to limit the rights of a consumer, as defined by applicable law. This Agreement is modified as necessary to reflect this intention. Consumers may benefit from certain rights or remedies, which may not be excluded under applicable law. If Company has any implied terms under law, despite the parties’ agreed exclusions and limitations in this Agreement, then to the extent permitted by law, Company’s remedies are limited as determined by Celframe:
(1) In the case of Services to either:
(ii) The cost of the re-supply of the Services (if any); and
(2) In the case of goods to either:
(ii) Correction of defects in the goods.
SECTION 42 : MISCELLANEOUS
Any use of the term “partner” is for reference purposes only. The parties are independent contractors. This Agreement does not create an employer-employee relationship, partnership, joint venture, or agency relationship and does not create a franchise. Neither Company nor any of its representatives may make any representation, warranty or promise on Celframe’s behalf.
Company has not relied on any representations by Celframe about Celframe Materials in deciding to acquire them or to enter into this Agreement. Company warrants that it has relied on its own skill and judgment or that of Company’s advisers in relation to these matters. However, neither party limits or excludes liability for fraudulent misrepresentations.
Notices may be provided either by electronic or physical mail. The contact person(s) identified in the Program 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.
Applicable law, jurisdiction and venue for this Agreement are identified below. 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.
(1) Generally. the laws of the State of Kuala Lumpur govern this Agreement. If federal jurisdiction exists, the parties consent to exclusive jurisdiction and venue in the federal courts in Kuala Lumpur,Malaysia. The parties consent to exclusive jurisdiction of Malaysian Courts.
(3) Compliance with the Celframe Partner Network Statement of Business Rules. Company will comply with the terms of the Celframe Partner Network Statement of Business Rules as outlined in Group A.