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CHANNEL PARTNER AGREEMENT

 * Introduction
 * 1. Definitions
 * 2. Partner Program Services
 * 3. Partner Portal Setup and Operation
 * 4. Payment Terms and Taxes
 * 5. Customer Relationship
 * 6. Confidentiality
 * 7. Warranties
 * 8. Ownership; Feedback
 * 9. Indemnity
 * 10. Term and Termination
 * 11. Limitation of Liability
 * 12. General
 * Exhibit A - Partner Terms
 * Exhibit B - Customer Acknowledgement

Introduction
 * Introduction
 * 1. Definitions
 * 2. Partner Program Services
 * 3. Partner Portal Setup and Operation
 * 4. Payment Terms and Taxes
 * 5. Customer Relationship
 * 6. Confidentiality
 * 7. Warranties
 * 8. Ownership; Feedback
 * 9. Indemnity
 * 10. Term and Termination
 * 11. Limitation of Liability
 * 12. General
 * Exhibit A - Partner Terms
 * Exhibit B - Customer Acknowledgement


INTRODUCTION

Last updated: June 2022
This CHANNEL PARTNER AGREEMENT (this “Agreement”) is entered into as of the last
date of signature below or on Exhibit A (the Partner Terms) to this Agreement,
whichever is earlier (the “Effective Date”) by and between Lucid Software Inc.,
a Delaware corporation, with offices at 10355 South Jordan Gateway, Suite 150,
South Jordan, UT 84095 (“Lucid”) and the entity identified below, on an Order or
on a signed Exhibit A (“Partner”) (each a “Party”, and together the “Parties”)
and describes the terms and conditions pursuant to which Lucid will make the
Services (as defined below) available for re-sale by Partner.


1. DEFINITIONS

For the purposes of this Agreement, in addition to the capitalized terms defined
elsewhere in this Agreement, the following terms shall have the meanings
ascribed to them as follows:

1.1.    “Affiliate” means an entity that controls, is controlled by, or under
common control with, a Party. For purposes of this definition control means at
least 50% ownership of the equity of the applicable entity.

1.2.    “Customer(s)” means entities to which Partner has re-sold Services.

1.3.    “Customer Data” means all electronic data or information submitted by
Customers to the Services.

1.4.    “EULA” means Lucid’s then-current end-user terms of service setting
forth the terms and conditions of an end user’s permitted use of Services found
at https://www.lucid.co/tos.

1.5.    “Fees” means the fees (as specified in each Order) payable by Partner to
Lucid for the re-sale of the Services to Customers.

1.6.    “Government Official” means:  (i) any elected or appointed government
official, officer, employee or person acting in an official or public capacity
on behalf of a government;  (ii) any official or employee of a quasi-public or
non-governmental international organization; (iii) any employee or other person
acting for or on behalf of any entity that is wholly or partially government
owned or controlled by a government;  (iv) any person exercising legislative,
administrative, judicial, executive, or regulatory functions for or pertaining
to government (including any independent regulator);  (v) any political party
official, officer, employee, or other person acting for or on behalf of a
political party; and (vi) any candidate for public office.  

1.7.    “Non-Lucid Applications” means online applications and offline software
products provided by entities or individuals other than Lucid and that
interoperate with the Services.

1.8.    “Order” means the documents for placing orders pursuant to this
Agreement that are entered into between Lucid and Partner from time to time.
Orders shall be deemed incorporated into this Agreement by reference.

1.9.    “Partner Quota” means the minimum amount of net new ARR (new and
expansion licenses only) that the Partner must purchase from Lucid during the
Exhibit Term (as defined below), if applicable and as set forth on Exhibit A.
 For avoidance of doubt, subscription renewals do not count towards the Partner
Quota calculation.

1.10.    “PO” means purchase order. 

1.11.    “Services” means Lucid’s internet-delivered, cloud-hosted, software as
a service offering(s) described in an Order, which may include one or more of
Lucid’s core products and/or premium add-ons.

1.12.    “Site” means the website through which Customer accesses the Services,
https://lucid.app/, and Lucid’s marketing sites, as applicable, www.lucid.co,
www.lucidchart.com, www.lucidspark.com, or www.lucidforeducation.com.

1.13.    “Subscription” means an annual subscription to access and use the
Services purchased by a Customer.

1.14.    “Users” means individuals authorized or invited by Customer or one of
Customer’s Users to access and use the Service pursuant to the EULA, for whom
Subscriptions to the Services have been ordered pursuant to this Agreement, and
who have been supplied user identifications and passwords by Partner (or by
Lucid).


2. PARTNER PROGRAM SERVICES

2.1.    Provision of Services. Conditioned on the provisions in this Agreement
and payment of the applicable Fees, Lucid hereby appoints Partner, and Partner
hereby accepts, for the Term (as defined below) (unless terminated as provided
in this Agreement), a non-exclusive, non-transferable, non-sublicensable,
revocable, limited license to (a) act as a Lucid approved reseller of the
Services set forth on Exhibit A, (b) promote and resell the Services to
Customers solely for use under the EULA, and (c) use the Free Licenses provided
to Partner described in Exhibit A subject to the terms and conditions of the
EULA and solely to demonstrate the Services in connection with such promotion
and resale. Partner shall market, promote and resell the Services to Customers
and potential Customers at its own expense and using its own efforts with its
own personnel. Partner may not, without Lucid’s express written permission,
promote or sell the Services to (or through) sub-distributors or additional
resellers.

2.2.    Lucid Responsibilities. Lucid shall make the Services available to
Partner for resale to Customers pursuant to this Agreement and in accordance
with the number of Users and time periods specified in an Order. Lucid shall be
entitled to change the Services during the Term provided that Lucid will not
materially reduce the capabilities provided by the Services without giving prior
notice to Partner.  

2.3.    Partner Responsibilities. At all times during the term of and in
accordance with this Agreement and at its own cost, Partner shall (a) ensure
that Customers receive, are aware of, and accept the terms and conditions of the
EULA before accessing or using the Services as evidenced by execution of the
acknowledgment set forth in Exhibit B which shall be included as an attachment
submitted with any net new Customer’s Order, and will promptly notify Lucid of
any unauthorized use of the Services of which Partner becomes aware, (b)
advertise, promote, market, and distribute the Services to Customers using
Partner’s reasonable efforts to maximize the distribution of, subscription
revenues from, and User satisfaction with, the Services and to reflect favorably
on Partner’s and Lucid’s reputations, (c) before publicly disseminating or using
any advertising, promotional, or marketing materials for the Services not
provided by Lucid, provide such materials to Lucid for approval, it being
understood and agreed that Lucid’s failure to approve or reject such materials
within 30 days of receipt thereof does not constitute deemed approval of such
materials, (d) give Lucid prompt written notice to legal@lucid.co of any notice,
complaint, or claim of which Partner becomes aware concerning any service
issues, complaints, or data security breach related to use of the Services or
sale of the Services under this Agreement, (e) deal with Customers honestly and
fairly, (f) maintain appropriate administrative, physical, and technical
safeguards for the protection of the privacy, security, confidentiality, and
integrity of all Customer Data, including User personal information, (g) comply,
and ensure that its employees, agents, and contractors comply, with all
applicable laws, including those regarding data privacy and security, required
data breach notifications, and personal information, (h) perform the additional
undertakings set forth on Exhibit A, and (i) provide prompt notice to Lucid when
Partner becomes aware of any actions by any third party which could reasonably
be expected to violate any of Lucid’s intellectual property rights.  

2.4.    Marketing and Training.  Lucid will furnish to Partner online or print
documentation, tools and other items to the extent Lucid generally furnishes
such information to its other resellers of the Services. Partner will use such
items only in furtherance of its obligations under this Agreement.  Partner may
participate in any training generally offered and made available by Lucid
without charge to its other resellers for access and use of the Services.
Partner will bear all costs and expenses incurred by it or its personnel in
attending such training.

2.5.    Use of Logos and Trademarks. Lucid grants Partner a non-exclusive,
non-transferable, non-sublicensable, limited license to use the trademarks,
service marks, trade names, and logos provided by Lucid and the Sites
(collectively, “Trademarks”) solely in connection with its promotion and resale
of the Services, provided that such Trademarks are used without modification in
the form provided by Lucid and otherwise in accordance with the guidelines and
requirements communicated by Lucid from time to time. All uses of the
Trademarks, and all goodwill associated therewith, will inure solely to the
benefit of Lucid. Any additional use of Lucid’s Trademarks in advertising or
promotional materials requires Lucid’s advance written approval. Partner will
not private label or brand the Services with Partner’s name or logo or that of a
third party, but may use Partner’s logo or brand together with the Trademarks;
provided that such use is not confusing to Customers or other third parties as
determined in Lucid’s sole discretion.  Partner may not use the Trademarks in
any way that may dilute, tarnish, or otherwise diminish the Trademarks’
distinctiveness, or jeopardize the reputation of or goodwill associated with the
Trademarks, the Services, or Lucid or the validity or Lucid’s ownership of the
Trademarks or the registrations thereof.

2.6.    Mutual Obligations. Neither Party shall by way of statement, act or
omission, discredit or reflect adversely upon the reputation of or the quality
of the other Party or the products or services provided by the other Party.

2.7.    Limitations. Partner shall not (and shall not authorize any third party
to): (a) modify, translate, reverse engineer, decompile, disassemble, or create
derivative works based on the Services or otherwise attempt to derive or gain
access to the source code of the software; (b) circumvent any user limits or
other timing, use or functionality restrictions built into the Services; (c)
remove any proprietary notices, labels, or marks from the Services; (d) frame or
mirror any content forming part of the Services; (e) access the Services in
order to (i) build a competitive product or service, or (ii) copy any ideas,
features, functions or graphics of the Services; (f) adopt or register any brand
names, logos, trade names or trademarks that are confusingly similar to the
Trademarks; or (g) use the Services or Lucid’s Confidential Information in any
manner or for any purpose beyond the scope of the license granted in this
Agreement or that infringes, misappropriates, or otherwise violates any
intellectual property right or other right of any person, or that violates any
applicable law.

2.8.    Non-Exclusive Relationship. For purposes of clarity, Lucid reserves the
right to (a) sell and distribute to and solicit orders from any Customer, end
user, distributor, remarketer, dealer, reseller, sales representative or other
channel, and for any purposes, and (b) appoint other partners, distributors,
resellers, and sales representatives to sell the Services. 

2.9.    Partner’s Use of Agents and Subcontractors. Partner may, with Lucid’s
prior written consent, appoint agents to market, promote and/or resell the
Services, provided that Partner shall continue to be responsible for all of its
duties and obligations under this Agreement and for any acts or omissions of any
of its agents, and Partner shall be liable to Lucid for all losses, costs,
damages and expenses of any nature, that Lucid may sustain or incur as a result
or in connection with any act or omission of any Partner agent.  Partner will
not delegate performance of any of its obligations under this Agreement (other
than to its agents) without Lucid’s prior written consent.

2.10.    Lucid Affiliates. Lucid may use one or more of its Affiliates to
perform its obligations under this Agreement, provided that such use will not
affect Lucid’s obligations hereunder.


3. PARTNER PORTAL SETUP AND OPERATION

3.1.    Registration on the Partner Portal. In order to participate as a
reseller of Lucid Services, Partner is required to register as an official
reseller of Lucid on the Partner Portal (lucid.co/partners).  

3.2.    Partner Requests.  Requesting quotes, registering leads or deals and
submitting orders and POs must be done through the Partner Portal
(https://lucidchart.co1.qualtrics.com/jfe/form/SV_8Gq7kTOiTCRkS22). Lucid will
review and assess each request submitted by Partner and Partner will supply any
additional information reasonably requested by Lucid concerning such request.
Lucid will be under no obligation to accept a request and may decline to accept
a request for any commercially reasonable reason, including, but not limited to,
because the request contains errors or incomplete information or documentation,
the proposed customer is already a Lucid customer, or Lucid is prohibited by law
from doing business with the proposed customer. Lucid will notify Partner within
a reasonable time if Lucid does not approve the submitted request.

3.3.    Billing Customers. Partner will be responsible for managing the billing
relationship with the Customer.

3.4.    Acquisition of Non-Lucid Applications. If Partner wants to utilize or
resell interoperability with a Non-Lucid Application, Partner and/or Customer
may need to purchase a subscription for such Non-Lucid Application. Lucid is not
responsible for the Non-Lucid Applications and any use thereof is subject to the
end user license or other use agreement that Partner and/or Customer accepts
from or establishes with the third party. Lucid has no liability with respect to
procurement or use of Non-Lucid Applications.


4. PAYMENT TERMS AND TAXES

4.1.    Fees. For each Order accepted by Lucid in accordance with Section 3,
Partner will pay Lucid the current list price for each end user license minus
the applicable discount set forth in Exhibit A. For avoidance of doubt, the Fees
are for annual Subscriptions to the Services only and must be paid in full in
advance. No discounts will apply to Subscriptions for different time periods or
to additional products that Lucid may offer. Pricing is subject to change in
Lucid’s sole discretion; provided that Lucid will notify Partner in writing of
changes to its applicable fee list, and such changes will become effective 30
days following such notice. Except as otherwise stated in this Agreement (a)
Fees are based on User licenses purchased for the Services and not actual usage,
(b) payment obligations are non-cancelable and Fees paid are non-refundable, and
(c) the number of Subscriptions purchased cannot be decreased during the
relevant subscription term stated on the applicable Order. 

4.2.    Customer Pricing and Responsibility. All fees, rates or charges charged
by Partner to Customers for the Services shall be determined solely by Partner
but must be within the parameters set forth in Exhibit A, if applicable. In
connection with such activities, Partner will act in all respects for its own
account and will be responsible for such matters as credit verification,
deposits, billing, collection, bad debts and any unauthorized use of the
Services by or on behalf of Customers. 

4.3.    Payment Terms. Unless otherwise set forth on the invoice, Partner will
pay all amounts due under this Agreement in U.S. Dollars within 30 days from the
invoice date pursuant to the payment terms on the invoice. Billing disputes must
be notified to Lucid in writing within 30 days from the invoice date. Except as
prohibited by law, Lucid may charge a late fee of 1.5% (or the highest rate
permitted by law, whichever is less) per month on past due undisputed amounts.
If Partner requires a purchase order, vendor registration form, or other
documentation, such requirement will in no way relieve, affect or delay
Partner’s obligation to pay any amounts due hereunder.

4.4.    Suspension of Services and Acceleration. If any amount owing by Partner
under this Agreement is ten (10) or more days past due, Lucid may, upon five (5)
days’ written notice, without limiting Lucid’s other rights and remedies and in
its sole discretion, (a) suspend provision of the Services to Partner and the
applicable Customers until such amounts are paid in full, or (b) cancel the
applicable Order(s) or subsequent renewal.

4.5.    Taxes. The Fees payable under this Agreement do not include local, state
or federal taxes or duties of any kind.  Except for taxes based on the income or
gross receipts of Lucid, all such taxes (if any) will be assumed and paid by
Partner. Partner will collect all applicable taxes from Customer. Partner may be
able to avoid certain taxes upon furnishing to Lucid satisfactory evidence of
exemption.

4.6.    Resale Only.  Partner represents that all Subscriptions ordered under
this Agreement are acquired solely for Customers without intervening use by
Partner. Partner acknowledges that the Fees set forth in this Agreement have
been established in reliance upon such representation, and that different fees
may apply to Subscriptions ordered for any other purpose. Upon Lucid’s request,
Partner will furnish evidence of such purpose (including but not limited to
satisfactory evidence of exemption from retail sales, use, or similar taxes that
may otherwise apply to the transactions under this Agreement).


5. CUSTOMER RELATIONSHIP

5.1.    Subscription Renewals. Customer subscriptions will automatically renew
unless Lucid is notified at least thirty (30) days prior to the end of the
then-current annual subscription term. During the term of this Agreement,
Partner will be entitled to the renewal discount on the renewal Fees as stated
in Exhibit A if a Customer renews its account and Partner has met its Partner
Quota in the prior contracted 12-month period.

5.2.    Collection of Customer Payments. As between the Parties, Partner will be
responsible to collect payment for subscriptions from Customers. The Fees
payable by Partner under this Agreement are regardless of any discounts,
promotions or refunds Partner provides to Customers. If Partner and Lucid
mutually agree for Partner to refund any subscription fees paid by a Customer,
Lucid will refund to Partner a proportional amount of the Fees paid by Partner
within thirty (30) days of such mutual agreement (provided that Partner has
issued a corresponding refund to the Customer). For avoidance of doubt, Lucid
has no obligation to provide billing support directly to Customers.

5.3.    End User Pricing. Partner will not publish or advertise any prices for
the Services inconsistent with those described in Exhibit A in any generally
available public communication, such as a website, sales brochure,
advertisement, or marketing collateral.

5.4.    Support. Partner will promptly notify Lucid of any service issues or
complaints it receives from its Customers regarding the Services. Lucid will use
commercially reasonable efforts to assist Partner with support inquiries and
questions about the Services. Partner will direct Customers to submit support
issues to support@lucid.co.


6. CONFIDENTIALITY

6.1.    Definition.  “Confidential Information” means non-public, proprietary,
business, technical, security, legal, or financial information that is either
marked or identified as Confidential Information or would reasonably be
understood to be confidential, including information about products, processes,
services, trade secrets, marketing and business plans, client lists, financial
information, system architecture, security programs, and intellectual property.
Notwithstanding the foregoing, Confidential Information does not include
information that: (a) the receiving Party possesses without a duty to keep
confidential prior to acquiring it from the disclosing Party; (b) is or becomes
publicly available through no violation by the receiving Party of this
Agreement; (c) is given to the receiving Party by a third party not under a
confidentiality obligation to the disclosing Party; or (d) is developed by the
receiving Party independently of and without reliance on confidential or
proprietary information provided by the disclosing Party.

6.2.    Use and Disclosure of Confidential Information. Each Party may be given
access to Confidential Information of the other Party in connection with this
Agreement. The receiving Party may only use this Confidential Information as
provided for in this Agreement or to exercise its rights hereunder and may only
share this Confidential Information with its employees, agents, advisors and
service providers who need to know it, provided they are subject to similar
confidentiality obligations. The receiving Party will use the same degree of
care, but no less than a reasonable degree of care, as such Party uses with
respect to its own Confidential Information to protect the disclosing Party’s
Confidential Information and to prevent any unauthorized use or disclosure
thereof. If the receiving Party is compelled by law to disclose the other
Party’s Confidential Information, it shall provide the disclosing Party with
prior written notice of such compelled disclosure (to the extent legally
permitted) and reasonable assistance, at the disclosing Party’s cost, if the
disclosing Party wishes to contest the disclosure.


7. WARRANTIES

7.1.    Partner. Partner represents, warrants and agrees that (a) it has
obtained all licenses, authorizations and permits to perform its obligations
herein, (b) it will diligently and continuously market the Services in
compliance with the Agreement, (c) it will not state or imply to Customers that
it is, or is part or an Affiliate of, Lucid, or hold itself out as an employee
or franchisee of Lucid, (d) make any warranties or representations with respect
to the Services beyond those made directly to the Customer by Lucid in the EULA,
and (e) it is not entering into this Agreement for the purposes of benchmarking
or competitive purposes.

7.2.    Lucid. Lucid represents, warrants and agrees that it will use
commercially reasonable efforts to provide the Services to the Customers.

7.3.    Each Party. Each party represents and warrants that (a) it has the
necessary authority to enter into this Agreement and discharge its obligations
hereunder, (b) neither this Agreement nor its performance of its obligations
hereunder shall knowingly place it in breach of any other contract or
obligations nor shall it knowingly make the other party liable to any third
party claim of interference with contract or business expectancies or
intellectual property rights infringement or proprietary rights infringement or
any related or similar claims. 

7.4.    Disclaimer.  EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES
ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER WRITTEN, ORAL, EXPRESS,
IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF
MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE,
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. LUCID MAKES NO REPRESENTATION
OR WARRANTY OF ANY KIND REGARDING ANY NON-LUCID APPLICATION WITH WHICH THE
SERVICE MAY INTEROPERATE.  For avoidance of doubt, Partner cannot make a direct
claim for a breach of warranty provided under the EULA relative to the Services
but shall have the right to make a claim for breach of warranty only to the
extent that Partner has been made a party in a legal proceeding alleging that
Partner has breached the specific warranties expressly provide by Lucid to
Customer under the EULA.


8. OWNERSHIP; FEEDBACK

8.1.    Except for the limited rights and licenses expressly granted under this
Agreement, Lucid (and its licensors) retain all right, title and interest in and
to (a) the Services, the technology and software used to provide the Services,
and any electronic and print documentation it makes available with the Services
(including all intellectual property and proprietary rights therein), and (b)
the Trademarks. Partner agrees that all feedback and any suggestions for
enhancement that Partner provides concerning the Services (“Feedback”) will be
owned by Lucid without any obligation of compensation. Partner is not required
to provide Feedback and Lucid is not required to use or incorporate Feedback
into any of its products or Services. Except for the rights to resell and access
the Services specifically granted in this Agreement, nothing in this Agreement
licenses or transfers to anyone (including Partner) any of Lucid’s intellectual
property or other proprietary rights.


9. INDEMNITY

9.1.    By Partner. Partner will defend, indemnify and hold harmless Lucid,
Lucid’s Affiliates, their respective officers, directors, and employees from and
against any and all losses, liabilities, expenses and claims (including
reasonable attorneys’ fees) incurred by Lucid that arise out of a third-party
claim related to  (a) the acts of Partner, its employees or its agents,
including, without limitation, claims by third parties against Lucid as a result
of Partner’s: (i) representation of the Services in a manner inconsistent with
Lucid’s published Services descriptions or representations expressly approved by
Lucid in writing; (ii) breach of Section 12.7 (“Compliance with Laws”); (iii)
use or distribution of the Services inconsistent with the terms of this
Agreement or the EULA, or (b) Partner’s gross negligence, fraud, or willful
misconduct. 

9.2.    By Lucid. Lucid will defend, indemnify and hold harmless Partner,
Partner’s Affiliates, their respective officers, directors, and employees from
and against any and all losses, liabilities, expenses and claims (including
reasonable attorneys’ fees) incurred by Partner that arises out of a third-party
claim alleging (a) the Services infringe or misappropriate any third-party
intellectual property rights, or (b) Lucid’s gross negligence, fraud, or willful
misconduct. Notwithstanding the foregoing, Lucid will not be obligated to
indemnify Partner if an infringement or misappropriation claim arises from: (a)
a Customer’s or Partner’s misuse of the Service; or (b) Customer’s or Partner’s
use of the Services in combination with any products, services, or technology
provided by a third party or a modification of the Services by Customer, Partner
or any third party, if the Services or use thereof would not infringe without
such combination or modification. If a third-party infringement or
misappropriation claim is made or threatened, Lucid may, in its sole discretion:
(i) replace or modify the infringing Service so that it is non-infringing (but
functionally equivalent); or (ii) procure the right for Partner to continue its
use of the Services.  If Lucid determines that none of these alternatives is
reasonably available, Lucid may terminate this Agreement, in its entirety or
with respect to the affected component or part, effective immediately on written
notice to Partner.

9.3.    Process.  The party seeking indemnification (the “Indemnified Party”)
will provide the other party (the “Indemnifying Party”) prompt written notice
upon becoming aware of any claim subject to indemnification hereunder (a delay
in providing notice does not excuse these obligations unless the Indemnifying
Party is prejudiced by such delay) and reasonable cooperation to the
Indemnifying Party in the defense, investigation or settlement of any claim at
the Indemnifying Party’s expense. The Indemnifying Party will have sole control
of such defense, provided that the Indemnified Party may participate in its own
defense at its sole expense. The Indemnifying Party may not settle a claim
without the Indemnified Party’s consent if such settlement imposes a payment or
other obligation on the Indemnified Party. This section sets forth the
Indemnifying Party’s sole liability to, and the Indemnified Party’s exclusive
remedy for, any type of claim or action described in this Section.


10. TERM AND TERMINATION

10.2.    Termination.

10.2.1.    Either Party may terminate this Agreement if the other party commits
a material breach of this Agreement and does not cure such breach within thirty
(30) days of receiving written notice of the breach; 

10.2.2.    Either Party may immediately terminate this Agreement upon the other
Party ceasing to operate in the ordinary course, making an assignment for
benefit of creditors, or becoming the subject of any bankruptcy, liquidation,
dissolution, or similar proceeding that is not resolved within 60 days of
filing; or

10.2.3.    Lucid may terminate this Agreement for any reason or no reason at any
time by providing thirty (30) days prior written notice of termination to
Partner.

10.3.    Effect of Termination. Upon termination or expiration of this Agreement
for any reason: (a) all rights and licenses granted to Partner under this
Agreement will terminate; (b) Partner will immediately return to Lucid all Lucid
documentation, code, and other Confidential Information of Lucid then in its
possession (including all copies thereof) and will cease using any Trademarks or
other designations of Lucid; and (c) any terms that are expressly stated to
survive or by their nature survive termination or expiration hereof, will
survive (including Sections 5.2 and 5.3 (with respect only to payments accrued
but unpaid as of termination), and Sections 6, 8, 9, 10.3, 11, and 12). For
clarity, subject to payment of all fees due, any rights granted to a Customer
for the provision of the Services to such Customer under an Order before the
date of termination of this Agreement will survive in accordance with the terms
of the Order regardless of termination of this Agreement.


11. LIMITATION OF LIABILITY

11.1.    NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY (REGARDLESS OF THE
BASIS OR TYPE OF CLAIM AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES)
FOR ANY LOST PROFITS, REVENUES OR DATA, BUSINESS INTERRUPTION, DEPLETION OF
GOODWILL, OR INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL
DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT. EXCEPT FOR A PARTY’S (A)
PAYMENT OBLIGATIONS TO THE OTHER PARTY UNDER THIS AGREEMENT, (B) GROSS
NEGLIGENCE, FRAUD, OR WILFUL MISCONDUCT, (B) INDEMNIFICATION OBLIGATIONS
PURSUANT TO SECTION 9, (C) A PARTY’S INFRINGEMENT OR MISAPPROPRIATION OF THE
OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, (D) BREACH OF THE OBLIGATIONS IN
SECTION 12.7 (“COMPLIANCE WITH LAWS”) OF THIS AGREEMENT, (E) A PARTY’S BREACH OF
SECTION 8 (“OWNERSHIP; FEEDBACK”), OR (F) PARTNER’S BREACH OF SECTION 2.5 (“USE
OF LOGOS AND TRADEMARKS”), EACH PARTY’S CUMULATIVE MAXIMUM LIABILITY FOR DAMAGES
ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT, TORT OR
OTHERWISE) WILL NOT EXCEED THE FEES PAID AND PAYABLE TO LUCID UNDER THIS
AGREEMENT WITHIN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO
THE LIABILITY.


12. GENERAL

12.1.    Governing Law. This Agreement and any disputes or claims arising out of
or in connection with the same are governed by, and construed in accordance
with, the laws of the State of Utah, without regard to its conflicts of law
rules, and each Party consents to exclusive jurisdiction and venue in the state
and federal courts located in Salt Lake County to settle such disputes or
claims. 

12.2.    Relationship of the Parties. The parties are independent contractors.
This Agreement does not create or imply any agency, partnership, or franchise
relationship. This Agreement is intended for the benefit of the parties and not
any third-party. Neither party has the authority to assume or create any
obligation on behalf of the other party.

12.3.    Injunctive Relief. Each Party acknowledges that any breach, threatened
or actual, of the confidentiality or intellectual property obligations hereunder
may cause irreparable injury to the other Party for which there may not be an
adequate remedy at law. Therefore, upon any such breach or threat thereof, the
Party alleging breach shall be entitled to seek injunctive and other appropriate
equitable relief in addition to any other remedies available to it, without the
requirement of posting a bond.

12.4.    Notices. Any notice by a Party hereunder will be in writing and either
personally delivered, sent via e-mail or delivered by first-class mail, postage
prepaid, addressed to the other Party at the address specified herein as may be
updated in accordance with this Section. It is Partner’s responsibility to
ensure that a current email address is associated with their account. All
notices will be in English.

12.5.    Assignment. Partner shall not assign or otherwise transfer this
Agreement or any rights or obligations hereunder, in whole or in part, whether
by operation of law or otherwise, to any other party without Lucid’s prior
written consent. Lucid shall have the right to assign this Agreement without
restriction. Any other purported transfer, assignment or delegation without such
prior written consent will be null and void and of no force or effect. Subject
to the foregoing, this Agreement shall bind and inure to the benefit of the
Parties, their respective successors, and permitted assigns.  

12.6.    Waiver and Amendment. Any waiver of this Agreement must be in writing
and no written waiver will operate or be construed as a waiver of any subsequent
breach. The failure of either Party to exercise or enforce any right or
provision of this Agreement will not constitute a waiver of such right or
provision or of any other right or provision. Any modification, or amendment of
this Agreement must be in writing and signed by authorized representatives of
both Parties. 

12.7.    Compliance with Laws. 

12.7.1.    Each party has complied, and shall comply with all applicable laws
and regulations regarding the general conduct of business and its obligations in
connection with this Agreement, including without limitation all applicable
anti-corruption and anti-bribery laws, including the UK Bribery Act and the
Foreign Corrupt Practices Act, and privacy laws such as The General Data
Protection Regulation. Partner agrees to fully comply with all export, re-export
and import restrictions and regulations of all agencies and/or authorities of
any applicable countries, and not to transfer, authorize the transfer of, or
grant access to, directly or indirectly, the Services to a prohibited country or
otherwise in violation of any restrictions or regulations, or by a national or
resident thereof, or any person or entity on the U.S. Department of Treasury’s
List of Specially Designated Nationals or the U.S. Department of Commerce's
Table of Denial Orders. To the extent any director, officer, employee, direct or
indirect owner, representative, consultant or agent who is or will be involved
in Partner’s obligations pursuant to this Agreement, is a Government Official or
a close family member of a Government Official, Partner has disclosed such fact
in writing to Lucid. If Lucid requests any further information regarding such
relationship, Partner shall cooperate promptly and fully with Lucid’s request.
 Partner also agrees to comply with Lucid’s Code of Ethics and Conduct available
at https://lucid.co/code-of-conduct and Lucid’s Global Anti-bribery and
Anti-corruption Policy available at https://lucid.co/anti-corruption-policy. At
Lucid’s request, Partner will certify compliance with this Section in writing
and take all such other actions as Lucid may reasonably request. Partner shall
promptly inform Lucid in writing upon becoming aware of any actual or suspected
violation of this Section. Partner hereby acknowledges and agrees that any
violation by Partner of this Section will constitute a material breach of this
Agreement. In the event of such a violation, Lucid will have the right to
terminate this Agreement, without any liability whatsoever to Partner,
immediately upon providing written notice of termination. Termination of this
Agreement by Lucid under this Section shall be in addition to, and not in lieu
of, Lucid’s other legal rights and remedies.

12.7.2.    Partner agrees that it will maintain accurate and complete records of
its receipts and expenses having to do with this Agreement, including records of
payments to any other third parties or Government Officials, in accordance with
generally accepted accounting principles.  Partner further agrees that it will
make such books and accounting records available for review by Lucid, or by an
independent party nominated by Lucid, at Lucid’s reasonable request.

12.7.3.    Partner shall obtain prior written consent from Lucid before
retaining any subcontractor or agent to perform services in connection with this
Agreement. Partner shall ensure that any subcontractor, representative, or agent
involved in the performance of this Agreement executes a written agreement with
Partner wherein the subcontractor, representative, or agent shall certify to
comply with Partner’s obligations under this Section of the Agreement.  

12.8.    General. This Agreement, and any exhibits, Orders, or documents
referred to in it, constitute the entire agreement between the Parties and
supersede all prior or contemporaneous representations, agreements or
understandings (written or verbal) relating to the subject matter hereof. If any
terms are found to be invalid or unenforceable, the remaining terms of this
Agreement will remain in full force and effect and the invalid or unenforceable
provision will be deemed modified so that it is valid and enforceable to the
maximum extent permitted by law. Neither Party is liable for delay or default
under this Agreement if caused by conditions beyond its reasonable control
(e.g., technology malfunctions or acts of God). This Agreement may be signed in
counterparts and by facsimile or PDF. This Agreement may be provided in
different languages; however, the English version will control.


EXHIBIT A - PARTNER TERMS

[Exhibit to be separately provided by Lucid partner team]


EXHIBIT B - CUSTOMER ACKNOWLEDGEMENT

1.    The undersigned represents and warrants to Lucid Software Inc. (“Lucid”)
that:

2.    He/she is an authorized representative of the entity listed below and has
the authority to bind such entity.

3.    He/she acknowledges and agrees that any purchase of products or services
from Lucid are subject to Lucid’s online terms of service found at
https://www.lucid.co/tos unless your entity has signed a separate agreement with
Lucid for provision of such products and services. These terms may be amended
from time to time by Lucid in its sole discretion and the current version will
apply to all future purchases and renewals. 







Entity Name:        
 ________________________________________________________________




Sign:                        
 ________________________________________________________________




Print Name:          
 ________________________________________________________________




Title:                        
 ________________________________________________________________




Date:                        
________________________________________________________________




Address:                  
________________________________________________________________




                                 
 ________________________________________________________________




                                 
 ________________________________________________________________




Email:                      
________________________________________________________________




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