This Notion Solutions Partner Program Agreement (“Agreement”) governs participation in Notion’s Solutions Partner Program. The Agreement is entered into by and between Notion Labs, Inc. (“Notion”) and the entity agreeing to these terms (“Partner,” with Partner and Notion each, a “party” and collectively, the “parties”), effective as of the date Partner agrees to this Agreement (the “Effective Date”). The individual accepting this Agreement on behalf of Partner represents and warrants that they have the authority to bind Partner to this Agreement.
1. Definitions.
1.1 “Customer” means an organization, company, or other legal entity that is an end user of the Notion Services who will not re-distribute or re-sell the Notion Services.
1.2 “Marketing Materials” means technical, advertising, and marketing information and literature concerning the Notion Service, as made available by Notion.
1.3 “Master Subscription Agreement” means the agreement governing a Customer’s access and use of the Notion Services found at https://notion.notion.site/Master-Subscription-Agreement-4e1c5dd3e3de45dfa4a8ed60f1a43da0 (or its successor URL), as updated from time to time.
1.4 “Non-Notion Service(s)” means any service, connection, data, Template, software, application, or integration that interoperates with the Service that is provided or made available by Customer, Partner, or a third party, including those provided through a Gallery (as defined in the Master Subscription Agreement) or a third party website. Non-Notion Services include embedded content where the Services may display a preview or link to the content, but does not store the content from the third party service. Non-Notion Services also includes any consulting, professional services, support or other services or products provided by Partner or a third party.
1.5 “Notion Services” means Notion’s online software-as-a-service platform and services governed by the Master Subscription Agreement, including any related APIs provided by Notion, together with all related mobile and desktop applications, and Add-ons to which a Customer may subscribe. “Notion Services” exclude Non-Notion Services.
1.6 “Partner Site(s)” means the online resources that Notion makes available to certain participants in the Partner Program (which may have varying levels of access based on the Partner’s assigned Program Engagement Model and Partner Tier) to facilitate their participation in the Partner Program, including the ability to collaborate with Notion employees and other Notion Partners, submit and register opportunities under a reseller or referral model, access online training courses, and log support cases.
1.7 “Partner Program” means, collectively, the benefits, rights and obligations of Partner and Notion that are associated with the Solutions Program Engagement Models described in the Program Policies.
1.8 “Partner Tier” means a level to which Partner may be assigned in certain Program Engagement Models, which may carry specific rights and obligations for Partner. Partner Tiers are described more fully in the Program Policies.
1.9 “Partner User” means an individual who is authorized by Partner to use the Notion Services or Partner Site(s) that Notion makes available to Partner, and to whom Partner (or, when applicable, Notion at Partner’s request) has supplied a user identification and password (for the Notion Services or Partner Site(s) utilizing authentication). Partner Users may include, for example, employees, consultants, contractors and agents of Partner, and third parties with which Partner transacts business.
1.10 “Program Engagement Model” means each of the different categories or sub-categories of membership programs and applicable eligibility requirements within the Partner Program, each of which has a particular scope and set of benefits as set forth in the Program Policies. Each Program Engagement Model may have multiple Partner Tiers.
1.11 “Program Fees” means any membership fees applicable to Partner’s participation in the Partner Program and, as applicable, each Program Engagement Model.
1.12 “Program Policies” means the terms describing the Partner Program, Program Engagement Models, Partner Tiers, and other policies governing Partner’s participation in the Partner Program as published by Notion at https://www.notion.so/solutions-partner-hub/Notion-Solutions-Partner-Program-Policies-269c0723f432804bb5cffbd2fe27b9d9 (or its successor URL) or otherwise provided to Partner by Notion.
2. Partner Program, Activities and Obligations.
2.1 Enrollment. To participate in the Partner Program, Partner must be enrolled in a Program Engagement Model. To enroll in a Program Engagement Model, Partner must fulfill the requirements set forth in the Program Policies and be accepted for the applicable Program Engagement Model by Notion. Acceptance into a Program Engagement Model may be granted or rejected in Notion’s sole discretion.
2.2 Partner Program and Partner Addenda. This Agreement sets forth the terms and conditions under which a partner may participate in the Partner Program. Partner and Notion may enter into additional addenda to this Agreement from time to time as part of the Partner Program (each a “Partner Addendum” and collectively the “Partner Addenda”). Such Partner Addenda describe and set forth additional requirements for a specific Program Engagement Model in which Partner enrolls. All Partner Addenda will apply to and are expressly a part of this Agreement. Partner will perform its obligations as described in each applicable Partner Addendum on a non-exclusive basis. Each party will pay its own costs and expenses for all activities conducted pursuant to this Agreement.
2.3 Program Policies. Specific details of the Partner Program are set forth in the Program Policies, which are hereby expressly incorporated by reference into this Agreement. The Program Policies may be updated from time to time in Notion’s sole discretion. Notion will use commercially reasonable efforts to notify Partner of changes to Program Policies by email, through a general notice posted on Notion’s Partner Sites, or any other method Notion chooses. Partner is responsible for reviewing any updated Program Policies and continued participation in the Program shall constitute Partner’s agreement to any updates to the Program Policies, whether or not Partner reviews such updates.
2.4 Opt-in to Marketing. By signing this Agreement and participating in the Partner Program, Partner agrees to receive marketing communications relating to Notion’s Partner Program. Partner represents and warrants that Partner has provided appropriate notices and has obtained appropriate consents, if required, from any persons, Partner’s users, or Customer users to permit Notion to send marketing communications to such individuals.
2.5 Compliance. Each party will perform its activities under this Agreement in compliance with all laws applicable to such activities, including, as applicable, anti-spam laws, trademark and copyright laws, ICANN policies and procedures governing domain names, all applicable export control and economic sanctions laws and regulations, and anti-corruption and anti-bribery laws and regulations, including without limitation the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act. Each party represents that as of the Effective Date it is not (a) currently identified on, and is not 50% or more owned (directly or indirectly, individually or in the aggregate) or otherwise controlled by persons identified on, any sanctions or export control list maintained by the U.S., EU, or UK, government, including, but not limited to, the Specially Designated Nationals and Blocked Persons (SDN) List, Foreign Sanctions Evaders List, or Sectoral Sanctions Identifications List, which are maintained by the Department of the Treasury, Office of Foreign Assets Control (OFAC) or the Denied Persons List, Entity List, or Unverified List, which are maintained by the Department of Commerce, Bureau of Industry and Security (BIS) (collectively “Sanctioned Persons”), nor (b) located, organized or ordinarily resident in a U.S.-embargoed country or territory (currently Cuba, Iran, North Korea, Syria and the Crimea, so-called Donetsk People’s Republic, and so-called Luhansk People’s Republic regions of Ukraine (each, an “Embargoed Territory”); nor (c) the government of Venezuela, including any person or entity employed or owned or controlled, directly or indirectly, by any subdivision, agency, or instrumentality of the government of Venezuela. Moreover, Partner shall not, directly or indirectly, (i) use or access, or permit its representatives, employees, agents, contractors, or partners to access or use, any Notion Services, Partner Sites, or Notion Confidential Information in any Embargoed Territory, or (ii) engage in any dealings or transactions with, or allow access or use of the Partner Sites or Notion Services by, a Sanctioned Person in connection with Partner’s activities contemplated by this Agreement, or (iii) offer, promise, authorize, pay, provide, accept, or solicit any bribe, kickback or improper payment, gratuity, favor, or anything of value to or from any person to obtain, retain, or direct any business or for any other improper purpose in violation of applicable anti-corruption and anti-bribery laws, or (iv) engage in any other activity or transaction pursuant to this Agreement that would be in violation of any U.S. or applicable foreign anti-corruption, anti-bribery, export control, economic sanctions, or other trade law or regulation. Partner will immediately report to Notion in writing (x) any concerns, suspicions, or actual knowledge of violations of anti-corruption, anti-bribery, export control, or economic sanctions laws, or (y) if Partner becomes the subject of any formal or informal investigation, prosecution, or government or judicial determination related to a violation of anti-corruption, anti-bribery, export control, or economic sanctions laws. Notion retains the right to suspend or terminate this Agreement immediately upon written notice upon any violation by Partner of this Section 2.5 or any compliance sections of the Program Policies or if Notion believes, in good faith, that Partner, or any of its owners, directors, representatives, employees, agents, contractors, or partners, has engaged in illegal conduct or in deceptive, misleading or unethical business practices, including any potential violations of applicable anti-corruption and anti-bribery laws and regulations or applicable export control, economic sanctions, or other trade laws and regulations. Such termination or suspension shall be in addition to and not in lieu of Notion’s other legal rights and remedies.
2.6 Conduct. Partner will at all times conduct its activities in the Partner Program in a professional and competent manner. Partner is aware of and commits to comply with the principles and provisions contained in Notion’s Partner Code of Conduct, which is available in the Partner Sites. Partner also acknowledges and agrees that Notion may terminate this Agreement immediately for cause if Notion reasonably believes Partner has violated Notion’s Partner Code of Conduct.
2.7 Program and Certification Fees. Notion reserves the right to charge Program Fees for participation in the Partner Program and/or a certain Program Engagement Model upon notice and any such Program Fees will be set forth in the Program Policies or Partner Addenda. Further, Notion reserves the right to charge certification fees for certain Engagement Model-specific certification requirements as set forth in the Program Policies. Payment obligations are non-cancelable, and fees paid are non- refundable.
2.8 Data Processing. To the extent any Personal Data is processed in connection with the Partner Program, the Notion Partner Data Sharing and Processing Addendum posted at https://www.notion.so/notion/Notion-Partner-Data-Sharing-and-Processing-Addendum-203efdeead058040bef5c10cf37ce671 (the “DSPA”), which is hereby incorporated by reference, shall apply.
2.9 Notion’s Reserved Rights. Notion reserves the right to, at its sole option: (a) increase or decrease the number of partners in the Partner Program; (b) market, distribute, and sell the Notion Services to any and all types of persons or entities worldwide using its own personnel or independent sales representatives, through any direct or indirect channels; (c) add to, modify, or remove features or functionality from the Notion Service; and (d) modify the terms of any Program Engagement Model at any time which may be done by posting on the Partner Sites and/or via email.
3. Subscription and Use Restrictions.
3.1 Subscription to Notion Demo Account. Subject to Partner’s compliance with the terms of this Agreement, Notion may grant to Partner during the term of this Agreement a limited number of free subscriptions, on a nonexclusive, nontransferable, non-sublicensable, not-for-resale basis, exercisable solely by Partner’s employees and contractors, to use and access the Notions Services solely:
- for the purpose of internal employee training on and certification for the Notion Services to enable such employees to fulfill Partner’s obligations and exercise its rights under this Agreement; and
- for the purpose of demonstrating, marketing, and promoting the Notion Services to Customers pursuant to this Agreement and the Program Policies (the “Notion Demo Account”).
The Master Subscription Agreement will apply to Partner’s use of the Notion Demo Account. Notion reserves the right to suspend, modify, or discontinue the Notion Demo Account or any part thereof for any or no reason. Partner will not use any data with the Notion Demo Account (including without limitation any data of a Customer or prospective Customer) other than its own synthetic (e.g., “dummy”) data. Partner will not exceed any usage limits provided by Notion in connection with the Notion Demo Account. In the event of a conflict between the terms of the Master Subscription Agreement and the terms that apply to the Notion Demo Account as specified in this Agreement, the terms of this Agreement shall control.
3.2 Restrictions on Use of the Partner Sites. Partner is responsible for all activities that occur in or through Partner Users accounts, and for its and Partner Users’ compliance with this Agreement. In no event shall Partner (a) sell, resell, license, sublicense, distribute, make available, rent or lease or otherwise commercially exploit to any third party (except as expressly provided in this Agreement) the Partner Sites in any way; (b) use the Partner Sites to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (c) use the Partner Sites to send or store any code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses; (d) modify or make derivative works based upon the Partner Sites; (e) permit direct or indirect access to or use of Partner Sites in a way that circumvents a contractual usage limit, or use any of the Partner Sites to access or use any of our intellectual property except as permitted under this Agreement; (f) interfere with or disrupt the integrity of performance of the Partner Sites or the data contained therein; (g) access Partner Sites in order to build a competitive product or service or to benchmark with a non-Notion product or service; (h) share data or content from the Partner Sites with Notion competitors; or (i) copy Partner Sites or any part, feature, function or user interface thereof. Partner User subscriptions cannot be shared or used by more than one individual user, but may be reassigned from time to time to new users who are replacing former Partner Users. Partner’s or a Partner User’s intentional violation of the foregoing, or any use of the Partner Sites in breach of this Agreement by Partner or Partner’s Users, that in Notion’s judgment imminently threatens the security, integrity or availability of the Notion Services or Partner Sites, may result in Notion’s immediate suspension of the Partner Sites. Notion will use commercially reasonable efforts under the circumstances to provide Partner with an opportunity to remedy such violation prior to any such suspension.
3.3 Internal Business Use. For the avoidance of doubt and without limiting the generality of Section 3.1, Partner shall not use the Notion Demo Account provided to it under this Agreement for Partner’s internal business purposes. If Partner wishes to use the Notion Services for its internal use, or if Partner is required to purchase a paid subscription to the Notion Services for its internal use under the Program Policies, the parties shall enter into an order form for a paid subscription subject to Notion’s Master Subscription Agreement.
4. Intellectual Property Ownership.
4.1 Ownership. Each party acknowledges and agrees that it has no right, title, or interest in the other party’s intellectual property rights nor any other proprietary rights in the other party’s technology, products, or services (“Property”), except the limited license and use rights provided herein, and that nothing in this Agreement shall be construed as an assignment or grant of any right, title, or interest in the other party’s Property.
4.2 Feedback. Partner may, from time to time, provide suggestions, comments, corrections, ideas, enhancement or feature requests to Notion with respect to the Notion Services or the Partner Program (“Feedback”). Partner agrees that such Feedback is given voluntarily, and that Notion shall have the full discretion to determine whether to proceed with the development of the requested enhancements, new features or functionality, etc., and Partner hereby assigns to Notion all right, title, and interest in and to any such Feedback, without payment, attribution, or restriction of any kind.
5. Marketing and Publicity.
5.1 Marketing Obligations. Notion and Partner shall adhere to the marketing rights, obligations, benefits and conditions detailed in the Program Policies in accordance with the terms of this Agreement.
5.2 Promotion. The parties will use commercially reasonable efforts to coordinate with each other regarding marketing and promoting the Notion Services in accordance with this Agreement.
5.3 Notion Marketing Materials. Partner may access an electronic copy of the Marketing Materials through the Partner Sites or through Partner’s partner manager. Partner agrees: (a) to conduct its marketing and promotion activities in a manner that at all times reflects favorably on Notion’s business and products and is in accordance with the Program Policies; (b) to avoid deceptive, misleading, or unethical practices that are or might be detrimental to Notion, Customers, or the public; (c) not to make any express or implied representations, warranties, or guarantees regarding the Notion Services to Customers or any third party; (d) not to publish or use (or cooperate in the publication or use of) any written or printed materials about the Notion Services not provided in the Marketing Materials, without Notion prior written consent; and (e) not to modify any of the Marketing Materials without Notion’s prior written consent.
5.4 Trademark Usage. During the term of this Agreement and subject to the terms and conditions of this Agreement, Notion grants to Partner a limited, revocable, worldwide, non-sublicensable, non-transferable (except as otherwise set forth herein), royalty-free, non-exclusive license to use and copy Notion’s trademarks, service marks, and trade names (“Notion Marks”) solely to promote, market, and identify the Notion Services as indicated through the Partner Sites and solely for the limited purpose of promoting the Notion Services consistent with this Agreement. Partner will comply with any trademark usage policies and/or guidelines that Notion may provide, including those currently set forth at https://www.notion.so/notion/Notion-Trademark-Usage-Guidelines-9826313c686a4f6e9d8a48347162714b (or successor site). Partner will submit to Notion all materials containing representations of the Notion Marks that Partner intends to use within the scope of the Partner Engagement Model, for Notion’s approval of design, color, and other details. Partner will not contest the validity of, or Notion’s ownership of, any of the Notion Marks. Partner will not adopt, use, or register any of the Notion Marks, or any word or mark confusingly similar to the Notion Marks, in any jurisdiction.
5.5 Use of Partner’s Trademarks. During the term of this Agreement and subject to the terms and conditions of this Agreement, Partner grants to Notion a limited, worldwide, non-sublicensable, non-transferable (except as otherwise set forth herein), royalty-free, non-exclusive, worldwide license to use, copy, publish, distribute, and display Partner’s trademarks, service marks, and trade names (“Partner’s Marks”) on Notion’s website, in Notion’s marketing materials, or in public events, in each case that reference Notion’s partners or promote the Partner Program, and in other marketing efforts as the parties may agree from time to time. Notion will not contest the validity of, or Partner’s ownership of, any of the Partner’s Marks. Notion will not adopt, use, or register any of the Partner’s Marks, or any word or mark confusingly similar to the Partner’s Marks, in any jurisdiction.
5.6 Publicity. Neither party will display or release to the public or press any announcements, press releases, marketing materials (except those Marketing Materials that Notion intends for public release), or other materials it creates which refer to the other party, without the other party’s prior written approval, which approval shall not be unreasonably withheld or delayed; provided, however, that each party may reference the other party as a participant in the Partner Program.
6. Confidentiality.
6.1 Definition of Confidential Information. As used herein, “Confidential Information” means all non-public information of a party (“Disclosing Party”) disclosed or made available to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Notion’s Confidential Information includes, but is not limited to, the Partner Sites, the technology and data underlying the Notion Services, the terms and conditions of this Agreement, any Customer contact information, any information related to any Customer provided to Partner by or on behalf of Notion or accessed by Partner through the Notion Services, or any other non-public information to which Partner has access through the Partner Sites or that Notion provides to Partner. Confidential Information of each Party includes the discussions regarding the partner relationship contemplated by this Agreement. Notwithstanding the foregoing, except with respect to a Customer or prospective Customer information (including any Customer or prospective Customer contact information), Confidential Information does not include information that the Receiving Party already lawfully knew, that becomes generally known to the public through no fault (or breach of contract) of the Receiving Party, that was independently developed by the Receiving Party without any reference to or use of Confidential Information, or that was rightfully obtained by the Receiving Party from a third party without breach of a nondisclosure obligation. Subject to the provisions of this Agreement, each party shall keep confidential the existence and terms of this Agreement, including any Partner Addendum. For clarity, information or data uploaded by Partner to the Notion Services on behalf of a Customer is protected by data security commitments made directly to the Customer and will not be deemed Confidential Information of Partner for purposes of this Section 6.
6.2 Obligations. Receiving Party agrees not to disclose Confidential Information except to its affiliates, service providers, professional advisors (attorneys, auditors, financial advisors, accountants and other professional representatives), employees, officers, directors, contractors, consultants and agents who need to know it and are under obligations of non-use and confidentiality substantially no less restrictive than those applicable to Receiving Party under this Section 6. Only those parties may use the Confidential Information, and only to exercise the Receiving Party’s rights and fulfill its obligations under this Agreement, while using at least a reasonable degree of care to protect it. The Receiving Party may also disclose Confidential Information to the extent required by applicable law after (to the extent permitted by law) (a) providing reasonable advance notice to the Disclosing Party, (b) providing Disclosing Party with the opportunity to contest such disclosure, and (c) using its reasonable efforts to minimize such disclosure. Unauthorized disclosure of Confidential Information may cause harm not compensable by damages, and the Disclosing Party may seek injunctive or equitable relief in a court of competent jurisdiction, without posting a bond, to protect its Confidential Information. The Receiving Party is responsible and liable for its employees’ and other representatives’ compliance with this Section 6, as if their actions or inactions were an action or inaction of Recipient.
6.3 Return of Information. Upon Disclosing Party’s written request, Receiving Party shall promptly return (or at the Disclosing Party’s option, destroy) all originals, copies, reproductions, and summaries of Disclosing Party’s Confidential Information and confirm in writing the return or destruction of the same; provided that copies may be retained subject to the confidentiality and non-use provisions set forth herein and solely as required by law or for archival purposes pursuant to a party’s retention policies.
7. Term and Termination.
7.1 Agreement Term. This Agreement will commence on the Effective Date and shall remain in full force and effect until terminated hereunder (the “Term”), provided that if Partner’s participation in all Partner Engagement Models it participates in are terminated, this Agreement shall automatically terminate as of the end date of its participation in the last Partner Engagement Model.
7.2 Termination for Cause. Either party may terminate this Agreement or the applicable Partner Addendum immediately by written notice: (a) if the other party ceases to do business, or otherwise terminates its business operations; (b) if the other party becomes insolvent or seeks protection under any bankruptcy receivership trust deed, creditor's arrangement composition or comparable proceeding, or if any such proceeding is instituted against the other and not dismissed within sixty (60) days; or (c) if either party materially breaches this Agreement or such Partner Addendum (including, without limitation, any provision requiring payment of fees or other charges when due) and fails to fully cure such breach within thirty (30) days of receipt of written notice describing the breach.
7.3 Termination for Convenience. Notion may also terminate this Agreement or a Partner Addendum for convenience upon sixty (60) days’ prior written notice to Partner. Partner may terminate this Agreement or a Partner Addendum for convenience upon ninety (90) days’ prior written notice to Notion.
7.4 Effect of Termination. Upon termination of this Agreement or a Partner Addendum for any reason, and except as expressly set forth in a Partner Addendum, all rights, licenses, and obligations of the parties will immediately terminate, and each party will immediately: (a) cease use of, and remove from its websites and other marketing materials, any of the other party’s trademarks and any other identifying information or materials; (b) cease identifying Partner as part of the Partner Program; (c) pursuant to this Agreement, return or destroy (and certify as to such destruction) any promotional materials that incorporate any of the other party’s trademarks, Confidential Information, and/or any other Property in its possession or control relating to this Agreement; and (d) cease all activities which either party may be undertaking pursuant to this Agreement, including any Partner Addenda. For the avoidance of doubt, as of the effective date of termination, Partner’s right to market the Notion Services shall cease. However, termination shall not relieve either party of the obligation to pay any fees accrued or payable by such party prior to the effective date of termination, or those provisions that by their nature should survive such termination, including, but not limited to, terms and conditions relating to proprietary rights and confidentiality, disclaimers, indemnification, limitations of liability, dispute resolution, termination, and the miscellaneous provisions below. Notwithstanding anything to the contrary, obligations of Partner to Customers that are active at the time this Agreement expires or is terminated shall continue through the remainder of the service commitment to such Customers, subject to all the terms of this Agreement and the applicable Partner Addendum.
7.5 No Financial Liability for Termination. Each party acknowledges that it shall not be entitled to any payments as a consequence of any termination of this Agreement. Each party enters into this Agreement without any expectation of any particular duration regarding the business relationship contemplated by this Agreement.
8. Warranties; Disclaimer.
8.1 Mutual Warranties. Each party represents and warrants that: (a) this Agreement has been duly executed and delivered and constitutes a binding agreement enforceable against the executing party in accordance with its terms; (b) no authorization or approval from any third party is required in connection with the execution, delivery, or performance of this Agreement by the executing party; (c) the execution, delivery, and performance of this Agreement by the executing party does not violate the terms of any other agreement to which it is a party or by which it is otherwise bound; (d) it will not make any representations or warranties on the other party’s behalf without the other party’s prior written consent; (e) it has and will maintain sufficient rights and permissions to provide the other party the information of prospective Customers for such other party’s use in its sales and marketing efforts or as otherwise contemplated in this Agreement or applicable Partner Addendum; and (f) it will comply with all applicable laws and regulations, including without limitation those relating to data privacy and data protection. To the extent the parties engage in joint-marketing or promotional activities (e.g., joint webinars, etc.), each party agrees that it can share the information provided by participants during the event registration (the “Event Registration Information” and together with other information identified in subclause (e) above, the “Prospect Information”) with the other party and that both parties can use the Event Registration Information to send communications regarding event registration and for other marketing and sales purposes. Each party represents and warrants that it will (i) obtain the appropriate consents in order to share the Event Registration Information with the other party, and (ii) use Prospect Information only in accordance with applicable data protection and marketing laws (including any applicable requirements for obtaining consent and honoring opt-out requests) and with its publicly posted privacy policies and terms.
8.2 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY PARTNER ADDENDUM, THE PARTIES DO NOT MAKE OR GIVE ANY REPRESENTATIONS, WARRANTIES, OR GUARANTEES OF ANY KIND INCLUDING REGARDING THE NOTION SERVICES OR PARTNER PROGRAM (INCLUDING PROGRAM POLICIES), WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND HEREBY SPECIFICALLY DISCLAIM, ON BEHALF OF ITSELF AND ITS SUPPLIERS, ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. FURTHERMORE, AND WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NOTION DISCLAIMS ANY AND ALL LIABILITY WITH RESPECT TO THE NOTION DEMO ACCOUNT, WHICH IS PROVIDED AS-IS, EXCEPT AS SET FORTH IN SECTION 9.2 (INDEMNIFICATION BY NOTION) BELOW.
9. Indemnification.
9.1 Indemnification by Partner. Partner shall defend Notion from and against any and all claims by a third party arising from or relating to (i) allegations that Partner’s products or services, or any data Partner enters into the Notion Demo Account or Partner Sites, infringe any third party intellectual property rights (including patent, copyright, or trademark) or violate such third party’s data privacy rights (except to the extent any such claim arises from Notion’s breach of its privacy obligations with respect to data entered into the Partner Sites), (ii) representations made by Partner to such third party (other than representations made by Partner that are strictly consistent with Notion’s Marketing Materials), or (iii) Partner’s breach of this Agreement; and will indemnify and hold harmless Notion from and against any costs, damages, losses, liabilities, and expenses (including reasonable attorneys’ fees and costs) finally awarded against (or agreed to as part of a settlement agreement approved by Partner) and payable by Notion in any such third party claim.
9.2 Indemnification by Notion. Notion shall defend Partner from and against any claims by a third party alleging the Notion Demo Account or Partner Sites infringes such third party’s intellectual property rights (including patent, copyright, or trademark), and will indemnify and hold harmless Partner from and against any costs, damages, losses, liabilities, and expenses (including reasonable attorneys’ fees and costs) finally awarded against and payable by Partner in any such claim. In connection with any such third party claim, Notion may, at its option and expense: (1) contest the claim, (2) modify the Notion Demo Account or Partner Sites, as applicable, to make them non-infringing; (3) obtain a license that permits Partner to continue using the Notion Demo Account or Partner Sites, as applicable; or (4) replace the Notion Demo Account or Partner Sites, as applicable, with non-infringing substitutes provided that such substitutes do not entail a material reduction in their overall functionality. If none of the foregoing are commercially reasonable, in Notion’s discretion, Notion may terminate this Agreement or the Notion Demo Account, as applicable. None of the foregoing obligations of Notion shall apply to the extent the infringement arises from any: (a) modification of Notion Demo Account or Partner Sites other than by Notion; (b) access to or use of Notion Demo Account or Partner Sites in combination with any materials or services not provided by Notion; (c) use of Notion Demo Account or Partner Sites in breach of this Agreement; or (d) Partner data entered into the Notion Demo Account or Partner Sites. THIS SECTION 9.2 SETS FORTH NOTION’S SOLE LIABILITY AND PARTNER’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY THIRD PARTY CLAIM OF INTELLECTUAL PROPERTY INFRINGEMENT.
9.3 Indemnification Procedure. The indemnified party will provide the indemnifying party with: (a) prompt written notice of such claim (but in any event notice in sufficient time for the indemnifying party to respond without prejudice); (b) the exclusive right to control and direct the investigation, defense, and settlement (if applicable) of such claim (as long as such settlement releases the indemnified party from any and all liability); and (c) all reasonable cooperation (at the indemnifying party’s expense) assisting the indemnifying party's investigation, defense, and settlement of such matter requested by the indemnifying party.
10. Limitation of Liability.
10.1 EXCLUDED DAMAGES; LIMITATION OF LIABILITY. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY, WHETHER UNDER THEORY OF CONTRACT, TORT, OR OTHERWISE, FOR (A) ANY INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR SPECIAL DAMAGES (INCLUDING ANY DAMAGE TO BUSINESS REPUTATION, LOST PROFITS, LOST BUSINESS, OR LOST DATA), WHETHER FORESEEABLE OR NOT AND WHETHER OR NOT SUCH PARTY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR (B) EXCLUDING PAYMENT OBLIGATIONS, AGGREGATE CUMULATIVE DAMAGES IN EXCESS OF THE GREATER OF $10,000 OR THE CUMULATIVE FEES ACTUALLY PAID TO ONE PARTY BY THE OTHER PARTY IN CONNECTION WITH THIS AGREEMENT (INCLUDING ALL PARTNER ADDENDA, IF APPLICABLE) IN THE TWELVE (12) MONTH PERIOD PRECEDING THE FIRST INCIDENT OUT WHICH THE LIABILITY AROSE. MULTIPLE CLAIMS WILL NOT ENLARGE THIS LIMIT. THE FOREGOING EXCLUSIONS AND LIMITATIONS OF LIABILITY WILL NOT APPLY TO GROSS NEGLIGENCE OR WILFUL MISCONDUCT, BREACH OF SECTION 6 (CONFIDENTIALITY), OBLIGATIONS UNDER SECTION 9 (INDEMNIFICATION), ANY OTHER LIABILITY THAT IS EXPRESSLY IDENTIFIED IN AN APPLICABLE PARTNER ADDENDUM AS NOT BEING SUBJECT TO SUCH LIMITATIONS OF LIABILITY, OR TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
11. Miscellaneous.
11.1 Notices. Notion may give notice relating to the Partner Program by means of a general notice on the Partner Sites or by e-mail, and notices specific to Partner by e-mail to Partner’s e-mail address on record with Notion or by written communication sent by first class mail or pre-paid post to Partner’s address on record with Notion. If Partner has a dispute with Notion, wishes to provide a notice under this Agreement, or becomes subject to insolvency or other similar legal proceedings, Partner shall promptly send written notice to Notion at 685 Market Street, San Francisco, CA 94105, Attn: Legal Department (or to such other address as to which Partner has been notified).
11.2 Independent Contractors. The parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise, or agency created hereby between the parties. The use of the term “partner” in this Agreement or in the Partner Program refers solely to membership in the Notion Partner Program. Neither party will have, nor will it state or imply to Customers or third parties that it has, the authority or agency to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent.
11.3 Conflict; Ambiguity. Unless the parties expressly agree in writing, in the event of a conflict or ambiguity between or among the provisions of this Agreement, any Partner Addenda, or the Program Policies, the following shall be the order of precedence: (1) the Partner Addenda; (2) this Agreement; and (3) the Program Policies.
11.4 Assignment. This Agreement and each Partner Addendum will bind and inure to the benefit of each party’s permitted successors and assigns. Neither party may assign this Agreement or a Partner Addendum except upon the advance written consent of the other party, except that either party may assign this Agreement or Partner Addendum without such consent in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all of such party’s assets or voting securities.
11.5 Force Majeure. Neither party shall be liable to the other for any delay or failure to perform any obligation in connection with this Agreement (except for obligations of payment) if the delay or failure is due to unforeseen events which occur after the signing of this Agreement and which are beyond the reasonable control of such party, such as a strike, blockade, war, act of government, epidemic, pandemic, act of terrorism, riot, natural disaster, or failure or diminishment of power or telecommunications or data networks or services, so long as such party uses reasonable efforts to avoid or remove those causes of delay or non-performance.
11.6 Governing Law; Venue. This Agreement and each Partner Addendum shall be governed by the laws of the State of California, USA, without reference to principles of conflicts of laws. The parties hereby consent to the exclusive jurisdiction of the state and federal courts located in San Francisco County, California, for resolution of any disputes arising out of this Agreement or a Partner Addendum. The parties specifically disclaim the application of the UN Convention on Contracts for the International Sale of Goods.
11.7 Severability. If any provision of this Agreement or any Partner Addendum is adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited to the minimum extent necessary so that this Agreement or the applicable Partner Addendum shall otherwise remain in effect.
11.8 Waiver. No failure or delay by either party in exercising any right under this Agreement or any Partner Addendum shall constitute a waiver of that right. Waivers must be signed by the waiving party and one waiver will not imply any future waiver.
11.9 Entire Agreement; Amendments. This Agreement, and its Exhibits, Partner Addenda, Program Policies, amendments, and all other documents and websites incorporated into this Agreement by reference, constitute the entire agreement between the parties with regard to the subject matter hereof, and supersede any other prior written and oral agreements and communications (including any nondisclosure agreements between the parties). Any additional or different terms proposed by Partner, including any contained in a purchase order, acceptance, website, or other order document, are expressly rejected and shall not be considered an amendment to this Agreement, Partner Addendum or related documents. Notion may modify this Agreement, and its Exhibits, Partner Addenda, Program Policies, and all other documents and websites incorporated into this Agreement by reference, from time to time, in which case the new Agreement will supersede prior versions. Partner’s continued participation in the Partner Program following the effective date of any such amendment may be relied upon by Notion as Partner’s consent to any such amendment.
11.10 Taxes. All amounts payable in connection with this Agreement are exclusive of any applicable federal, state, local, or foreign taxes, duties, and tariffs, including but not limited to sales, use, transfer, value-added, privilege, withholding, property, and import/export taxes (“Taxes”). Each Party is responsible for all Taxes imposed on it in connection with this Agreement or any Partner Addendum. Notion is not responsible for collecting, reporting, or remitting Taxes on Partner’s services or resale of Notion subscriptions unless legally required. If Notion must collect Taxes, Partner shall provide a valid exemption certificate or be charged accordingly. The paying Party shall deduct and remit any required withholding Taxes, and both Parties shall cooperate to minimize such obligations. Partner shall indemnify and hold Notion harmless from any liability arising from its failure to collect, report, or remit applicable Taxes. such party with respect to the transactions contemplated by this Agreement or Partner Addendum.
11.11 No Third-Party Beneficiaries. There are no third-party beneficiaries of this Agreement or any Partner Addendum.