Terms & Conditions

Mandatory requirements.

Localazy Channel Partner Program Agreement

This Channel Partner Program Agreement (this “Agreement”) is made as of the date of last signature below, (the “Effective Date”), by and between

Localazy s.r.o., Mlýnská 326/13, 602 00 Brno, the Czech Republic (“Localazy”)

and

Organization under which your personal Localazy account is registered, address used in your billing, (“Partner”).

Partner and Localazy are each referred to herein as a “Party” and collectively as the “Parties”.

1. Preamble 🔗

Localazy is providing a SaaS-based translation management system (including the Localazy APIs and Documentation) along with updates or upgrades Localazy chooses to make available. The Localazy Services encompass a cloud-based content management system and internationalization platform that allows users to download, upload, manage and publish content by using Localazy APIs (“Localazy Services”).

Localazy is building a network of selected channel partners who integrate their business with the Localazy Services. Localazy would like to strengthen its relationship with Partner by adding Partner to its list of channel partners.

By joining the Channel Partner Program, the Partner may be listed on Localazy’s partner network page as a “Channel Partner”. Partner developed integrations reviewed and certified by Localazy are eligible for listing on Localazy’s platform integration page. Information on the certification process can be provided separately to the Partner upon request.

2. Definitions. Following definitions shall apply: 🔗

Affiliate” shall mean any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means either: (a) ownership or control of more than 50% of the voting interests of the subject entity; or (b) the power to direct or cause the direction of the management and policies of an entity, whether through ownership, by contract, or otherwise.

Confidential Information” means any information identified as “confidential” or “proprietary,” either by legend on written or electronically stored material, or which ought reasonably to be recognized as confidential or proprietary by virtue of its nature or the circumstances of its disclosure, including the terms and conditions of this Agreement, business and marketing plans, technology and technical information, product designs, pricing, and business processes.

Feedback” means any suggestion, enhancement request, recommendation, correction or other feedback provided by Customer to the Localazy Services.

Intellectual Property Rights” means proprietary name, trademarks and logos, corporate names, and other source identifiers and (whether registered or not) any patent, copyright, Internet domain name or industrial design, any registrations thereof and pending applications therefor (to the extent applicable), any other intellectual property right (including, without limitation, any know-how, trade secret, trade right, formula, confidential or proprietary report, data or information any computer program, software, database or data right, and any license or other contract relating to any of the foregoing, and any goodwill associated with any business owning, holding or using any of the foregoing.

Integration” means any software or code created to allow integration of Localazy Services with Partner’s offering.

Marks” shall mean the name, trademarks and logos of either Party.

3. Benefits. The benefits of Localazy’s Channel Partner Program may include, but are not limited to: 🔗

  • One (1) allocated Channel Partner Manager
  • Basic review of documentation on the Integration
  • For Integrations developed by the Partner, Localazy may provide recommendations on ways to improve the integration, as necessary; unless explicitly stated otherwise, recommendations are Confidential Information of Localazy
  • Overview and demo training session (1 session of max. 2 hours, if not agreed otherwise) on Localazy’s technology for Partner sales team
  • Technical training session (1 session of max. 2 hours, if not agreed otherwise) and roadmap overview for Partner technical team
  • Co-marketing collaboration (PR, webinars, events, success stories, resources in reasonable amount as deemed appropriate by Localazy)
  • Access to use Localazy’s logo/badge on Partner’s website, marketplace, collateral and documentation in accordance with Section 3 below;
  • Recommend and introduce Partner to relevant companies, where Partner products or services can add value, as deemed appropriate by Localazy
  • 20% commission for 24 months from all recurring plan renewal payment transaction for every new Localazy recurring plan sale attributed via Channel Partner Link or other kind of attribution upon explicit agreement between parties.

4. Partner obligations. In exchange for the above benefits, Partner shall: 🔗

  • Provide support to Localazy, documentation, an installation environment and pertinent end user instructions on how to use a Partner developed Integration, linked off of Partner’s website, if applicable
  • Assign a Business Development / Partnership lead to work with Localazy at Partner organization to support in commercial and marketing activities
  • Assign a Technical lead to learn Localazy technology and interface with Localazy engineering team
  • Recommend and introduce Localazy to relevant companies and projects, where Localazy Services can add value (when appropriate)
  • Share input on the Localazy solution, market requirements, industry trends, customers concerns/gap, etc and provide Feedback to the Localazy Services and Localazy developed Integrations.
  • Update the Localazy Integration if necessary and re-certify with Localazy any changes or updates to the Integration
  • Provide adequate support to end customers, to help answer basic questions on integration features, benefits and enablement
  • Share input on the Partner solution, market requirements, industry trends, customers concerns/gap, etc. as necessary

5. Co-Marketing Activities. 🔗

The Parties may from time to time during the term of this Agreement engage in jointly agreed upon marketing activities that promote this Agreement or each Party’s services. These activities may include, but are not limited to:

  • participating in case studies,
  • press announcements,
  • creating joint collateral, or
  • mutually participating in events

Except as expressly permitted in this Agreement, neither Party will issue press releases, statements, materials, or perform demonstrations concerning this Agreement or the relationship between the Parties without the prior consent of the other Party.

Each Party shall bear all of its costs and expenses related to the marketing activities.

Should the main offering or market presence of a Party substantially change, such party shall inform the other party without undue delay to allow the parties to evaluate marketing activities, usage of Marks or the continuation of the partnership. Each Party is prohibited from making inaccurate, deceptive or otherwise misleading claims about the other Party or the other Party’s products or services. Each Party is prohibited from (i) taking any action that may cause a Party’s site’s visitors to confuse between the Partner and Localazy; or (ii) misrepresenting the relationship between Partner and Localazy.

6. Marks. 🔗

During the Term, each Party grants to the other a fully revocable (without any reason), non-exclusive, non-assignable, non-transferable license to display, perform, reproduce and distribute its Marks to the extent necessary to perform under this Agreement and solely to (a) reproduce the licensor’s Marks on the licensee’s website and marketing materials as limited herein and (b) use the licensor’s Marks as a hyperlink from the licensee’s website to the licensor’s website as limited herein, provided, further, that each Party shall only display, perform, reproduce the other party’s Marks in the form provided by each party to the other and subject to provided brand guidelines, standards or other requirements which each party shall provide to the other and any updates thereto from time to time.

The Localazy brand guidelines are available under upon request.

The Parties will mutually agree in writing to all marketing and promotional materials used in connection with this Agreement and shall have the right to object to and thereby prohibit the use of its Marks on or in any materials at any time in its sole discretion. Neither Party shall use or permit others to use the Marks of the other Party in any manner that would tarnish or diminish the value of such party’s Marks or the rights therein. Neither Party shall, now or in the future, apply for or use any term or mark confusingly similar to any Marks of the other Party.

Each party acknowledges the other party’s exclusive ownership of the other party’s Marks and agrees to do nothing inconsistent with such ownership. Each party agrees that all of its use of the other party’s Marks shall inure to the benefit of the other party.

6. Confidentiality. 🔗

Both during the term of this Agreement and thereafter, each party (the “Receiving Party”) undertakes not to reproduce, copy, or disclose to any third party and not use any Confidential Information of the other Party (the “Disclosing Party”) for any purpose outside the scope of this Agreement, except with the Disclosing Party’s prior written permission.

The foregoing will not be considered as Confidential Information of a party: (a) information already known to the Receiving Party without an obligation of confidentiality, (b) information that is or becomes publicly known other than through a breach by the Receiving Party, or © information that is independently developed by the Receiving Party or its affiliates.

If a party is compelled by law or administrative action to disclose the other party’s confidential information, such party shall provide the other Party with a prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the other Party’s expense, if the other Party wishes to contest the disclosure.

Each Party shall maintain the confidentiality of the other party’s Confidential Information with the same degree of care as it maintains its own Confidential Information, but in no case less than reasonable care. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of the confidentiality protections hereunder, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the Parties that any other available remedies are inadequate. Immediately upon receipt of notice or a request by the Disclosing Party, the Receiving Party must cease using and return to the Disclosing Party (or if it is not practical to return to the Disclosing Party, destroy or delete) all Confidential Information of the Disclosing Party and all documents or media containing any such Confidential Information and any and all copies or extracts thereof, and promptly confirm in writing that it has done so.

8 Proprietary Rights. 🔗

Each Party shall remain the sole owner of all of its Marks, Intellectual Property Rights and any and all proprietary rights in its respective product offerings. Integrations shall belong to the Party creating such Integration. Notwithstanding the foregoing, Localazy is and remains the sole and exclusive owner of the Localazy Services and any amendments, changes, additions or extensions thereto, irrespective of which party created such amendments, changes, additions or extensions or provided the greater factual or financial contribution thereto. Partner shall not obtain any rights in or under Localazy’s intellectual property.

Partner grants to Localazy a worldwide, perpetual, irrevocable, royalty-free license to use, distribute, disclose, and make and incorporate into its products or services any Feedback provided by Partner, it’s Affiliates or group companies or users relating to the operation of Localazy’s Services.

Each Party shall ensure that any third party working with such Party in respect of the services provided by that Party hereunder shall be bound by terms which are at least as restrictive as the terms of this Section (Proprietary Rights). Each Party shall be responsible for any such third party’s acts and omissions as if they were the acts or omissions of that Party, both in general and specifically with respect to the obligations in this Section (Proprietary Rights).

The obligations under this Section shall survive the expiration or termination of this Agreement for any reason whatsoever and shall apply also towards any Affiliate of each Party.

9 Indemnification. 🔗

Each party shall defend, or at its option settle, any third-party claim, suit or proceeding (“Third Party Action”) brought against the other party, its affiliates, subsidiaries and parent corporations, its and their respective successors, assigns, officers, directors, employees, contractors, shareholders, agents, representatives and licensors (collectively, the “Indemnified Parties”) from and against any and all costs, damages, losses, liabilities, obligations, recoveries, settlements, judgments and expenses (including actual attorneys’ fees and expenses regardless of whether litigation was commenced) arising out of any third-party claim alleging that the indemnifying party’s Intellectual Property Rights, Marks, logos and/or trademarks infringe such third party’s Intellectual Property Rights.

The indemnifying party’s obligation to indemnify the Indemnified Parties under this Section is subject to the indemnitee notifying the indemnifying party promptly in writing of such claims, giving it sole control of the defense of the claims, including the decision to settle, and giving it all information and assistance needed to settle and/or defend any such claims.

If the use of the Intellectual Property Rights by indemnitee has become, or in Indemnifying Party’s opinion is likely to become, the subject of any claim, action or suit, Indemnifying Party may at its option and expense (i) procure for Indemnitee the right to continue using and receiving the applicable IPR as set forth hereunder; (ii) replace or modify Intellectual Property Rights to make it non-infringing (with comparable functionality); or (iii) if the options in clauses (i) or (ii) are not reasonably and commercially practicable, terminate this Agreement.

10 Liability. 🔗

Each party shall be liable for all damages on account of any breach of its obligations as set out in this Agreement, injury to life, body, or damage to health or misrepresentation of the other Party’s product or services. For the sake of clarity, a Party shall not be responsible for any claims directly arising from any representations set forth in the then-current marketing material provided to such Party by the other Party.

11 Independent Contractor Status. 🔗

The Parties are independent contractors and this Agreement shall not be deemed to constitute either Party the partner, joint venture, servant or employee of the other. Neither Party shall have the power or authority to bind the other and nothing in this Agreement shall be deemed to confer such power or authority on either Party. Neither Party shall at any time represent or lead any third Party to believe that it has the power or authority to bind the other Party.

12 Representations and Undertakings. 🔗

Each Party undertakes that its products or services and any developed Integration correspond to the prevailing state of the art, are provided and created diligently and with adequate care. Each Party represents and undertakes to the other Party that the execution and delivery of this Agreement and the fulfillment of the terms hereof does not and will not infringe upon any Intellectual Property Rights of any third party and will not violate any applicable law.

13 Term and Termination. 🔗

This Agreement shall be in effect as of the Effective Date and shall continue until terminated by either Party. Either Party may terminate this Agreement at will by a prior written notice of at least 30 days to the other Party, with or without cause, and without liability due from such termination.

14 Non-Solicitation. 🔗

During the term of this Agreement and for a period of 12 months following the termination or expiration of this Agreement, neither Party nor any Affiliate shall directly or indirectly (i) solicit for employment or contract any employees, freelancers, contractors or other people (working directly or indirectly for a Party) of the other Party or any of its Affiliates without obtaining the other Party’s prior written consent provided, however, the foregoing restriction shall not apply to general solicitations to the public that are not specifically directed to the other Party’s employees, freelancers, contractors, or (ii) in the case of Partner, actively take away or actively attempt to take away or customers of Localazy.

15 Miscellaneous. 🔗

This Agreement constitutes the entire agreement and understanding between the parties with respect to matters referred to herein. This Agreement shall be governed by the laws of Czech Republic, excluding its conflict of laws rules, and the courts at the seat of Localazy shall have exclusive jurisdiction over the parties. Neither this Agreement nor any rights or obligations hereunder may be assigned by a Party and the performance by a Party may not be subcontracted by it, without the prior written consent of the other Party, and any assignment or subcontracting without such prior written consent will be null and void. Subject to any provisions herein with regard to assignment, all covenants and agreements herein shall bind and inure to the benefit of the respective heirs, executors, administrators, successors and assigns of the Parties hereto.

This Agreement may not be amended, except by the written consent of both Parties hereto. No failure or delay on the part of any Party hereto in exercising any right, power or remedy hereunder shall operate as a waiver thereof. If any provision of this Agreement is held to be invalid, unenforceable or illegal for any reason, the validity or enforceability of any or all of the remaining portions shall not be affected. Nothing in this Agreement is intended to create, nor shall it be construed as creating, any exclusive arrangement between the Parties.

This Agreement shall not restrict either Party from entering into similar arrangements with others, provided it does not breach its obligations under this Agreement by doing so, including without limitation, any confidentiality obligations.

You agree with these terms and this agreement is executed as of the Effective Date by checking checkbox in your partner portal while being logged in.