These SprintHive Partner Community (“SPC” or the “Community“) Terms and Conditions (these ”Terms“) govern your participation in the SPC program and are an agreement between SprintHive Proprietary Limited (“SprintHive“, “we” or “us“) and you or the entity you represent (“you“). These Terms take effect when you accept them by clicking the “I have read and agree to SprintHive’s Partner Community Terms and Conditions” checkbox on the SPC website. By agreeing to these Terms, you represent to us that you are lawfully able to enter into contracts (you are not a minor and you are of sound mind). If you are agreeing to this Terms on behalf of an entity, such as a company you work for, you represent to us that you have legal authority to bind that company, and these Terms will be binding on you and that company.
1.1 Joining the SprintHive Partner Community.
To join the community, you must submit a truthful and complete application through the SPC website, and agree to these SPC Terms and our Non-Disclosure Agreement. Initial registration in the SPC program does not authorise you to resell SprintHive products – this registration is required to start the process in terms of which you may become a reseller of SprintHive products. To become a reseller of SprintHive Products, you will be required to enter into a binding agreement with SprintHive, further regulating our relationship and your role as a reseller.
1.3 Your Conduct. You will at all times (i) conduct your activities in the SPC in a professional and competent manner and, when applicable in accordance with the SprintHive Partner Community Code of Conduct (which is available on the website as amended from time to time), (ii) comply with all applicable laws, rules, and regulations, and order of any governmental authority, and (iii) not engage in any harmful, false or deceptive acts or practises.
2.1 Community Benefits. As part of the SPC, we might invite you to participate in opportunities or provide you with support or other benefits related to your activities that support usage, promotion, or knowledge of SprintHive products. Your participation in the Community, including any projects, leads, opportunities or your receipt of any benefits, including training and sales commission (one you become an official reseller of the SprintHive Products) (“Benefits“), are governed by these Terms and any additional agreements, conditions, guidelines and codes of conduct that are made available to you by SprintHive or its partners.
2.2 Use. You may not use any Benefits for any purpose other than for their intended use as communicated to you by SprintHive. Benefits may not be used by your employees for their personal benefit.
2.3 Responsibility. You are solely responsible for ensuring you are eligible to receive, and that you are using, Benefits in accordance with applicable law. You will hold harmless SprintHive, and each of their respective employees, officers, directors, and representatives, from and against any loss, damage, judgement, settlement, expense, interest, and any other liability (including reasonable attorney’s fees and court costs) related to your receipt and use of any Benefits.
2.4 Anti-Corruption. SprintHive prohibits the paying of bribes to anyone, for any reason. You will not violate or knowingly permit your employees or representatives to violate the foregoing prohibition or any applicable anti-corruption laws, and will immediately notify SprintHive if you become aware of any investigation, complaint, litigation, or other proceedings against you or your employees or representatives regarding such violations related to your participation in the SPC.
2.5 Program Content. We might provide you text, images, audio, video, or other content (excluding software) related to the Community, including a graphic image identifying you as a community member (collectively, “Community Content“), through the SPC website, third-party websites or software, or other means. We grant you a limited, revocable, worldwide, royalty-free, non-exclusive, non-sublicensable, and non-transferable licence to (i) reproduce, display, and distribute the Community Content solely for the purpose of marketing the SprintHive products to your customers, and (ii) if you are eligible as described on the SPC website, display the current version of the community logo on your website and in your own offline materials in accordance with the marketing tools available to you from the Community, solely to identify your participation in the Community. You may not modify, alter, or otherwise create derivative works of any Community Content unless expressly permitted by SprintHive.
3.1 Partner Materials. By accepting these Terms, you agree that we may list your name, website, and other general contact information on the SPC website. If you provide to us any trademark, service mark, trade name, other proprietary logo, URL, domain name, or other source or business identifier, or any other text, images, audio, video, or other content (“Your Materials“), then you grant to us, royalty-free, a non-exclusive, non-sublicensable, and non-transferable licence to use, reproduce, display, distribute, and translate all or any part of Your Materials in connection with the Community. SprintHive may make reasonable, minor changes to Your Materials, such as resizing or reformatting Your Materials. As between the parties, you own and reserve all right, title, and interest in and to Your Materials. You warrant and represent that you are the owner or have the right to use Your Materials and provide them to us to be used for the purposes described in this clause 3.1, and you hereby indemnity SprintHive against any claims that may be brought by third parties for an infringement of their intellectual property as a result of your or our use of Your Materials in the Community.
3.2 Your Contributions and Public Reference.
(i) Contributions. If you provide any suggestions for, or contributions to, any program content to SprintHive (“Contributions“), SprintHive will be entitled to use the Contributions without restriction or consideration to you. You hereby irrevocably assign to SprintHive all right, title, and interest in and to the Contributions and agree to provide to us any assistance required to document, perfect, and maintain the rights of SprintHive in the Contributions.
(ii) Public Reference. If you provide any written or recorded public reference or testimonials (“Case Studies“) to SprintHive, you authorise SprintHive to use, reproduce, display, distribute, and translate the Case Studies, along with your company name and logo, for marketing purposes on websites operated by SprintHive (including the SPC website), on the SprintHive video repository on www.YouTube.com, and in commercial presentations.
You represent and warrant that any Contributions, Case Studies, and other documentation provided to SprintHive by you do not violate any rights of any third party, and are not subject to any licence or other terms that grant any rights to SprintHive’s materials to a third party or otherwise requires such materials to be disclosed or distributed, licensed for the purpose of making derivative works, or redistributable at no charge and you have full rights and authority to grant the foregoing rights to SprintHive without needing additional approval from, or creating monetary liability to, any third party. You hereby indemnity SprintHive against any claims that may be brought by third parties for an infringement of their intellectual property as a result of your or our use of any Contributions, Case Studies or other documentation provided by you to SprintHive in terms of this clause 3.2.
4.1 Third-Party Data. If you provide any Third-Party Data to SprintHive, you represent and warrant that you have received all necessary consents for (1) you to share the Third Party Data with SprintHive, and (ii) SprintHive to process and use the Third-Party Data for the purposes described in the SprintHive Non-Disclosure Agreement. As reasonably requested, you will provide evidence of such consent and assist SprintHive in responding to any inquiry regarding the Third-Party Data.
4.2 Sales Opportunity Information. If you provide leads, prospects, and deal or opportunities related information (“Sales Opportunity Information“) to SprintHive, SprintHive may use the Sales Opportunity Information for the purpose of marketing and selling SprintHive products and services in connection with your products and services. SprintHive will not use Sales Opportunity Information to compete with your products and services. By providing any Sales Opportunity Information to SprintHive, you represent and warrant that you have received all necessary consents for (1) you to share the Sales Opportunity Information with SprintHive, and (ii) SprintHive to process and use the Sales Opportunity Information, and indemnify SprintHive against any claims that may be brought against it as a result of SprintHive’s use of such Sales Opportunity Information.
5.1 Term. These Terms will commence on your acceptance of them when applying for participation in the SPC and will remain in effect until terminated under this Section 5.
5.2 Termination. Either party may, by giving at least 30 days’ written notice, terminate these Terms for any or no reason. SprintHive may also terminate these Terms or your participation in any aspect of the Community immediately upon notice to you (i) if you are in material breach and fail to cure within a reasonable time period specified by SprintHive in a written notice to you requesting you to remedy your breach, (ii) if your participation in the Community could subject us to harm, (iii) if we decide to terminate the Community, or (iv) in order to comply with the law or requests of governmental entities.
5.3 Effect of Termination. Upon termination of these Terms (i) you remain responsible for all costs incurred for your participation in the Community through to the date of termination, (ii) you will immediately return, cease use of, and remove from your website, or, if instructed by us, destroy all Third Party Data and any other materials or content received from SprintHive under these Terms in your possession, (iii) you will immediately cease to identify yourself or hold yourself out as a Community member.
The Community and the Community content, Third-Party Data, and any Benefits (including access to and use of Community-only section of the SprintHive website) or other materials that we might offer through the community (collectively, “Community Content“) are provided “As-Is”. Except to the extent prohibited by law, we (i) make no representations or warranties of any kind, whether expressed, implied, statutory, or otherwise regarding the Community or Community Content, and (ii) disclaim all warranties, including any implied or express warranties, of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, or quiet enjoyment in respect of the Community or Community Content, or that the Community or Community Content will be error free or free of harmful content, and arising out of any course of dealing or usage of trade.
SprintHive will not be liable to you or any third party for any indirect, incidental, special, consequential, or exemplary damages, or for any loss of revenue, profits, or goodwill, even if a party has been advised of the possibility of such damages, arising in connection with (i) your participation in the Community; (ii) your use of Community Content; or (iii) any investment, expenditures, or commitments by you in connection with these Terms or the Community.
9.1 Assignment. You will not assign or otherwise transfer these Terms or any of your rights and obligations under these Terms, without our prior written consent. Any assignment or transfer in violation of this Section 9.1 will be void. We may assign these Terms without your consent at our discretion, and we will notify you of any such assignment or transfer in writing. Subject to the foregoing, these Terms will be binding upon, and inure to the benefit of the parties and their respective permitted successors and assigns.
9.2 Entire Agreement. These Terms, including any applicable additional terms and all other documents incorporated by reference herein, are the entire agreement between you and SprintHive regarding the subject matter of these Terms. These Terms supersede all prior or contemporaneous representations, understandings, agreements, or communications between you and SprintHive, whether written or verbal, regarding the subject matter of these Terms. We will not be bound by, and specifically object to, any term, condition, or other provision that is different from or in addition to the provisions of these Terms (whether or not it would materially alter these Terms). If there is a conflict between these Terms and any additional terms, the additional terms will apply.
9.3 Force Majeure. We will not be liable for any delay or failure to perform any obligation under these Terms where the delay or failure results from any cause beyond our reasonable control, including acts of God, labour disputes or other industrial disturbances, electrical or power outages, utilities or other telecommunications failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.
9.4 Disputes, law and jurisdiction. These Terms and all obligations connected to it or arising from it shall be governed and interpreted in terms of the laws of South Africa. Each party submits to the jurisdiction of the South African courts.
9.5 Trade Compliance. SprintHive, and all products sold by SprintHive, and the SPC, is South African and complies with South African laws.
9.6 Independent Contractors; Non-Exclusive Rights. You are an independent contractor, and these Terms do not create a partnership, joint venture, agency, fiduciary, or employment relationship between you and SprintHive. The use of the term “SPC Partner” or “partner of SprintHive” refers solely to membership in the Community in terms of these Terms and any commercial relationship between us will be regulated in a separate binding legal agreement that we enter into in addition to these Terms. You will not make any representations, warranties, or guarantees to any third party on behalf of SprintHive under these Terms. Neither party, nor any of its respective affiliates, is an agent of the other for any purpose or has the authority to bind the other. Each party is solely responsible for establishing the prices of its own products and services. These Terms are non-exclusive and do not preclude SprintHive or you from entering into similar agreements with third parties.
9.7 Language. All communications and notices made or given pursuant to these Terms must be in the English language. If we provide a translation of the English language version of these Terms or any applicable additional terms, the English language version will prevail if there is any conflict.
9.8 Confidentiality and Publicity. You may use SprintHive confidential information provided to you through your involvement in the Community only for your participation in the Community or as otherwise expressly permitted by SprintHive in writing. Unless otherwise expressly permitted by SprintHive in writing, you will not disclose SprintHive confidential information during the term of these Terms or at any time after these Terms are terminated. You will take all reasonable, technical, and organisational measures to avoid disclosure, dissemination or unauthorised use of SprintHive confidential information, including, at a minimum, those measures you take to protect your own confidential information of a similar nature. You will not issue any press release or make any other public communication regarding your participation in the Community without our prior written consent.
9.9 Data protection. To the extent that either party processes personal information of the other party, or any data subject on behalf of a party, the parties agree that they will only process such personal information in strict compliance with the Protection of Personal Information Act 4 of 2013 (“POPIA“), and where a party shares any personal information of the other party with a third party operator or transfers information out of South Africa, the disclosing party will comply with the requirements applicable to operators and cross-border transfers, as set out in POPIA. Upon termination of these Terms, or upon the request of either party, the parties will destroy or return all of the personal information and any copies thereof to the other party.
9.10 No Waivers. The failure by us to enforce any provision of these Terms will not constitute a present or future waiver of such provision nor limit our right to enforce such provision at a later time. All waivers by us must be in writing to be effective.
9.11 Severability. If any portion of these Terms is held to be invalid or unenforceable, the remaining portions of these Terms will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to give effect to the intent of the original wording.
9.12 Feedback. SprintHive may use mechanisms that rate, or allow customers to rate, your products or services as part of customer feedback, and may make these ratings publicly available.
9.13 Intellectual Property. You acknowledge and agree that all right, title and interest in, and to, any of SprintHive’s intellectual property (including but not limited to any copyright, trademark, design, logo, process, practice, or methodology which forms part of, or is displayed or used on SprintHive’s website or its services and products and the Community including, without limitation, any graphics, logos, designs text, button icons, images, audio clips, digital downloads, data compilations, page headers and software) is proprietary to SprintHive or the respective owner(s), and will remain our or the owner’s property at all times. You agree that you will not acquire any rights of any nature in respect of that intellectual property by entering into these Terms.