Joining the Solutions Partner Program

To apply for membership in the Solutions Partner Program:

1. Review the Solutions Partner Program benefits.

2. Review this partner agreement.

3. Click "I Agree" at the end of this agreement.

4. Submit the online partner application.

Partner Agreement

This Agreement does not apply to UnXis Distributors. Please read the partner agreement below, then select "I Agree" or "I Do Not Agree" at the bottom of this page.

1. Membership

By entering into this Agreement, You become a member of the TeamUnXis, The UnXis, Inc. ("UnXis") partner program. UnXis maintains a Program Description and has the right to change the Program Description at any time. Membership is based on compliance with this Agreement and the Program Description. References in this Agreement to "the products" mean the products specified in the applicable UnXis Price List.

2. Term

Membership is granted for a one-year period, effective from the date on which an authorized representative of UnXis accepts this Agreement. To renew your membership you must visit the UnXis Partner Lounge and update your profile within 30 days of the anniversary of this agreement. The membership requirements in effect at the time of renewal must be met. This Agreement may be terminated in accordance with Section 14 below.

3. Sales Territory

1. For Partners in the US & Canada. If You are located in the United States, the geographical area in which You are authorized to distribute the products is the fifty United States, the District of Columbia, Puerto Rico, the U.S. Virgin Islands and other recognized territories of the United States of America. If You are located in Canada, You agree that the geographical area in which You are authorized to distribute products is Canada.

2. For Partners Outside the US & Canada. If You are located outside the United States and Canada, the geographical area in which You are authorized to distribute the products is the country in which Your office is based.

4. Partner Obligations

1. TeamUnXis presently comprises five levels of Membership - UnXis Developer Network Member, UnXis Registered Partner, UnXis Authorized Partner, UnXis Premier Partner, and UnXis Vertical Solution Partner (VSP in North America only). This Agreement is valid to register You as a Developer Network Member or a Registered Partner of the UnXis Partner Program. If You meet the qualifications for product accreditation to Authorized, Premier or Vertical Solution Partner status, You may be subject to a separate agreement with UnXis. UnXis reserves the right to withdraw accreditation at any time.

2. Under this Agreement, You are authorized to procure UnXis Software Products (the "Products") only from an authorized distributor of UnXis.

3. You are required to follow the rules and abide by the restrictions in this Agreement, which protect the intellectual property rights of UnXis and UnXis's suppliers and the rights of users of the Software.

4. If You install the Software for a customer, You must provide the customer with the Software as it was supplied to You.

5. Eligible Products and Customers

You agree to market and to distribute the Products only to end-users. "End-user" means a person or entity that acquires the products for its own internal use. For Partners outside the US and Canada, please contact your UnXis regional sales director for eligible Products and customers.

6. Benefits

As part of the benefits made available to You in the Program, You will be entitled to:

1. Acquire UnXis products in the quantity, and for the advantageous prices established by UnXis for You for the purposes of developing, testing, demonstration, sales support, training and support of its own products and services, and not for general business use or for distribution or resale to third parties.

2. Receive information services as defined in the terms of the Program membership.

7. Intellectual Property Rights

1. Ownership. This agreement does not transfer any title to, or any ownership of, software or proprietary hardware technology to You. Notwithstanding anything to the contrary in this Agreement or any other agreement or condition, UnXis or UnXis's licensor retains all title and ownership of all intellectual property rights in the products, including all software, firmware, copies of software, master diskettes, media, documentation and related materials and including all modifications to and derivative works of software acquired by You, UnXis or any third party. UnXis does not transfer any portion of such title and ownership, or any of the associated goodwill to You, and this Agreement may not be construed as granting You any right or license by implication, estoppel or otherwise.

2. Protection. You agree to take all reasonable steps to protect the products from unauthorized copying or use. The proprietary source code of any software or firmware acquired under this Agreement represents and embodies trade secrets of UnXis and/or its licensors. The proprietary source code and embodied trade secrets are not licensed to You and any modification, addition, or deletion is strictly prohibited. You agree not to disassemble, decompile or reverse engineer the software for any reason.

3. Infringement. You agree to report any instances of suspected copyright or trademark infringement to UnXis and to give UnXis reasonable assistance in investigating and prosecuting the infringing acts.

8. End-User Satisfaction

The Products are technically complex and require high-quality, individualized pre-sale and post-sale support. This support is necessary to achieve and maintain high end-user satisfaction. You agree that providing high end-user satisfaction is a condition of your authorization. To ensure high end-user satisfaction, You agree to:

1. Ensure that product marketed to the end-user is appropriate to the end-user's needs;

2. Verify the successful operation of the product before or after installation;

3. Report promptly to UnXis all suspected and actual problems with any product;

4. Maintain an end-user report for each Product distributed (each end-user report to include the name and address of the end-user, date of the distribution, the Product distributed, and the serial number, if applicable);

5. Retain all end-user reports for five years after the date of sale, and assist UnXis in tracing a Product to an end-user to distribute critical product information, locate a Product for safety reasons, or to discover unauthorized marketing or infringing acts;

6. Conduct business in a manner that reflects favorably at all times on the products, goodwill and reputation of UnXis;

7. Avoid deceptive, misleading or unethical practices that are or might be detrimental to UnXis or its products;

8. Refrain from making any false or misleading representations with regard to UnXis or its products; and

9. Refrain from making any representations, warranties, or guarantees to customers or other third parties with respect to the specifications, features or capabilities of Products that are inconsistent with the literature distributed by UnXis.

9. Trademark Usage

You are authorized to use UnXis trademarks and logos in advertising and in promotion relating to the UnXis Products marketed under this Agreement, but only in accordance with the UnXis Trademark Usage Guide, which is incorporated into this Agreement by this reference. UnXis shall have the right to control the use of any of its trademarks by You. Failure to comply with this paragraph shall constitute a material breach of this Agreement. Upon the breach, expiration or termination of this Agreement, You agree immediately to cease all advertising and use of any and all UnXis logos, trade names, and trademarks. You agree not to alter, erase or overprint any notice provided by UnXis and not to attach any additional trademarks without the prior written consent of UnXis or affix any UnXis trademarks to any product.

10. LIMITATION OF LIABILITY

UNXIS, INC'S ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY FOR ANY CLAIMS CONCERNING THIS AGREEMENT AND PRODUCTS ACQUIRED UNDER THIS AGREEMENT ARE SET FORTH IN THIS SECTION. UnXis's liability to You for any cause whatsoever, and regardless of the form of action, will be limited to the price, less discount, of the product that caused the damage or gave rise to the cause of action.

11. Software

You acknowledge that the Software will be supplied not under this Agreement, but under a separate agreement governing the supply of the Software from a UnXis distributor. Accordingly, no warranty is offered in respect of the Software under this Agreement. For the avoidance of doubt, it is declared that all warranties concerning the quality of the Software that might otherwise be implied, including the statutory implied terms of merchantability or fitness for purpose, are excluded.

12. Installation of UnXis Software

You may install the Software on a computer system before providing it to an end user on the following conditions:

1. You shall install the Software in accordance with UnXis's installation procedure as set out in the Installation Notes accompanying each copy of the Software.

2. If applicable, You shall use the unique serial number, as found in each copy of the Software, for a single installation only. Not all Products have serial numbers, and thus this section may not apply to any given Product.

3. You shall transfer to the user the complete contents of the copy of the Software used for such installation at the time of delivery of the computer system.

13. Termination

Either party may terminate this Agreement for cause, upon 30 days' written notice, if the terms and conditions of this Agreement are not being met. Either party may terminate this Agreement solely for convenience upon 30 days' written notice to the other party. Termination will result in the automatic revocation of Your membership.

14. General Provisions

1. Jurisdiction. This Agreement will in all respects be governed by and construed in accordance with the laws of the State of Utah, United States of America.

2. Waiver. No waiver of any right or remedy on one occasion by either party will be deemed a waiver of such right or remedy on any other occasion.

3. Superior Agreement. This Agreement shall not be supplemented or modified by any course of dealing or usage of trade. Variance from or addition to the terms and conditions of this Agreement in purchase orders or other written notification from You will be of no effect, unless otherwise expressly provided in this Agreement.

4. Assignment. This Agreement is not transferable by You, in whole or in part, without UnXis' prior written consent. Notwithstanding, UnXis will not unreasonably withhold consent to an assignment of this Agreement or any part of this Agreement to a parent, subsidiary or affiliate. Any attempted assignment without UnXis's written consent will be null and void.

5. Independent Contractors. You acknowledge that both parties to the Agreement are independent contractors, and that You will not, except in accordance with this Agreement, represent Yourself as an agent or legal representative of UnXis.

6. Compliance with Laws. Each party will comply, at its own expense, with all statutes, regulations, rules, ordinances, and orders of any governmental body, department or agency that apply to or result from its obligations under this Agreement. You agree not to export products directly or indirectly, separately or as part of a system, without first obtaining proper authority to do so from the appropriate governmental agencies or entities, as may be required by law.

7. Records Examinations. You agree to allow UnXis to examine Your records to determine compliance or non-compliance with this Agreement. Any examination will be at the expense of UnXis and will be solely for the purposes of ensuring compliance with this Agreement. Examination will be conducted by an authorized representative of UnXis, and will occur during regular business hours at your offices and will not interfere unreasonably with Your business activities. UnXis will give You reasonable prior written notice of the date of each such examination and the name of the UnXis authorized representative that will perform the examination. All information obtained by the UnXis authorized representative will be maintained confidential.

15. Academic-Specific Products

UnXis authorizes You to distribute academic-specific products. You agree to distribute UnXis academic-specific products solely to qualified academic customers as defined by UnXis. Distributing academic products to non-academic-qualified customers constitutes a material breach of this Agreement and is grounds for termination of Your Membership. UnXis reserves the right to recover from You any damages incurred and/or profits lost due to distribution of academic products to customers not eligible to purchase such products.

17. Confidential Information

"Confidential Information" means any and all information disclosed by UnXis to You by any means, whether printed, oral, or electronic. You agree to keep any and all such information confidential and agree not to use or to disclose confidential information at any time, except when the information is publicly disclosed by UnXis through official press releases or announcements.

18. ANY MODIFICATIONS TO THIS AGREEMENT WILL RENDER IT NULL AND VOID. MODIFICATIONS MUST BE SUBMITTED AS A WRITTEN ADDENDUM WITH THIS FORM AND MUST BE SIGNED BY UNXIS INC. EXECUTIVE MANAGEMENT.

I agree to be bound by the terms and conditions set forth in this Partner Agreement. I understand that UnXis reserves the right to screen all information submitted in this application.

I agree that the materials, services, and confidential information received through TeamUnXis will not be redistributed (in any form) beyond my company, and will be handled with appropriate care at this company site. The UnXis products acquired for internal use under the program will not be distributed or transferred to any other parties for a period of one year from acquisition, and will be used in accordance with the UnXis license agreements. The UnXis products, services, and confidential information obtained under the program will be used to develop products or services that will be commercially distributed for use with UnXis company products or used for development and deployment of in-house systems or services.

I Agree

I Do Not Agree