This Notion Solutions Partner Program Agreement (“Agreement”) governs participation in Notion’s Solutions Partner Program. The Agreement is entered into by and between Notion Labs, Inc. (“Notion”) and the entity agreeing to these terms (“Partner,” with Partner and Notion each, a “party” and collectively, the “parties”), effective as of the date Partner agrees to this Agreement (the “Effective Date”). The individual accepting this Agreement on behalf of Partner represents and warrants that they have the authority to bind Partner to this Agreement.
1.1 “Customer” means an organization, company, or other legal entity that is an end user of the Notion Services who will not re-distribute or re-sell the Notion Services.
1.2 “Marketing Materials” means technical, advertising, and marketing information and literature concerning the Notion Service, as made available by Notion.
1.3 “Master Subscription Agreement” means the agreement governing a Customer’s access and use of the Notion Services found at https://notion.notion.site/Master-Subscription-Agreement-4e1c5dd3e3de45dfa4a8ed60f1a43da0 (or its successor URL), as updated from time to time.
1.4 “Non-Notion Service(s)” means any service, connection, data, Template, software, application, or integration that interoperates with the Service that is provided or made available by Customer, Partner, or a third party, including those provided through a Gallery (as defined in the Master Subscription Agreement) or a third party website. Non-Notion Services include embedded content where the Services may display a preview or link to the content, but does not store the content from the third party service. Non-Notion Services also includes any consulting, professional services, support or other services or products provided by Partner or a third party.
1.5 “Notion Services” means Notion’s online software-as-a-service platform and services governed by the Master Subscription Agreement, including any related APIs provided by Notion, together with all related mobile and desktop applications, and Add-ons to which a Customer may subscribe. “Notion Services” exclude Non-Notion Services.
1.6 “Partner Site(s)” means the online resources that Notion makes available to certain participants in the Partner Program (which may have varying levels of access based on the Partner’s assigned Program Engagement Model and Partner Tier) to facilitate their participation in the Partner Program, including the ability to collaborate with Notion employees and other Notion Partners, submit and register opportunities under a reseller or referral model, access online training courses, and log support cases.
1.7 “Partner Program” means, collectively, the benefits, rights and obligations of Partner and Notion that are associated with the Solutions Program Engagement Models described in the Program Policies.
1.8 “Partner Tier” means a level to which Partner may be assigned in certain Program Engagement Models, which may carry specific rights and obligations for Partner. Partner Tiers are described more fully in the Program Policies.
1.9 “Partner User” means an individual who is authorized by Partner to use the Notion Services or Partner Site(s) that Notion makes available to Partner, and to whom Partner (or, when applicable, Notion at Partner’s request) has supplied a user identification and password (for the Notion Services or Partner Site(s) utilizing authentication). Partner Users may include, for example, employees, consultants, contractors and agents of Partner, and third parties with which Partner transacts business.
1.10 “Program Engagement Model” means each of the different categories or sub-categories of membership programs and applicable eligibility requirements within the Partner Program, each of which has a particular scope and set of benefits as set forth in the Program Policies. Each Program Engagement Model may have multiple Partner Tiers.
1.11 “Program Fees” means any membership fees applicable to Partner’s participation in the Partner Program and, as applicable, each Program Engagement Model.
1.12 “Program Policies” means the terms describing the Partner Program, Program Engagement Models, Partner Tiers, and other policies governing Partner’s participation in the Partner Program as published by Notion at https://www.notion.so/solutions-partner-hub/Notion-Solutions-Partner-Program-Policies-269c0723f432804bb5cffbd2fe27b9d9 (or its successor URL) or otherwise provided to Partner by Notion.
2.1 Enrollment. To participate in the Partner Program, Partner must be enrolled in a Program Engagement Model. To enroll in a Program Engagement Model, Partner must fulfill the requirements set forth in the Program Policies and be accepted for the applicable Program Engagement Model by Notion. Acceptance into a Program Engagement Model may be granted or rejected in Notion’s sole discretion.
2.2 Partner Program and Partner Addenda. This Agreement sets forth the terms and conditions under which a partner may participate in the Partner Program. Partner and Notion may enter into additional addenda to this Agreement from time to time as part of the Partner Program (each a “Partner Addendum” and collectively the “Partner Addenda”). Such Partner Addenda describe and set forth additional requirements for a specific Program Engagement Model in which Partner enrolls. All Partner Addenda will apply to and are expressly a part of this Agreement. Partner will perform its obligations as described in each applicable Partner Addendum on a non-exclusive basis. Each party will pay its own costs and expenses for all activities conducted pursuant to this Agreement.
2.3 Program Policies. Specific details of the Partner Program are set forth in the Program Policies, which are hereby expressly incorporated by reference into this Agreement. The Program Policies may be updated from time to time in Notion’s sole discretion. Notion will use commercially reasonable efforts to notify Partner of changes to Program Policies by email, through a general notice posted on Notion’s Partner Sites, or any other method Notion chooses. Partner is responsible for reviewing any updated Program Policies and continued participation in the Program shall constitute Partner’s agreement to any updates to the Program Policies, whether or not Partner reviews such updates.
2.4 Opt-in to Marketing. By signing this Agreement and participating in the Partner Program, Partner agrees to receive marketing communications relating to Notion’s Partner Program. Partner represents and warrants that Partner has provided appropriate notices and has obtained appropriate consents, if required, from any persons, Partner’s users, or Customer users to permit Notion to send marketing communications to such individuals.
2.5 Compliance. Each party will perform its activities under this Agreement in compliance with all laws applicable to such activities, including, as applicable, anti-spam laws, trademark and copyright laws, ICANN policies and procedures governing domain names, all applicable export control and economic sanctions laws and regulations, and anti-corruption and anti-bribery laws and regulations, including without limitation the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act. Each party represents that as of the Effective Date it is not (a) currently identified on, and is not 50% or more owned (directly or indirectly, individually or in the aggregate) or otherwise controlled by persons identified on, any sanctions or export control list maintained by the U.S., EU, or UK, government, including, but not limited to, the Specially Designated Nationals and Blocked Persons (SDN) List, Foreign Sanctions Evaders List, or Sectoral Sanctions Identifications List, which are maintained by the Department of the Treasury, Office of Foreign Assets Control (OFAC) or the Denied Persons List, Entity List, or Unverified List, which are maintained by the Department of Commerce, Bureau of Industry and Security (BIS) (collectively “Sanctioned Persons”), nor (b) located, organized or ordinarily resident in a U.S.-embargoed country or territory (currently Cuba, Iran, North Korea, Syria and the Crimea, so-called Donetsk People’s Republic, and so-called Luhansk People’s Republic regions of Ukraine (each, an “Embargoed Territory”); nor (c) the government of Venezuela, including any person or entity employed or owned or controlled, directly or indirectly, by any subdivision, agency, or instrumentality of the government of Venezuela. Moreover, Partner shall not, directly or indirectly, (i) use or access, or permit its representatives, employees, agents, contractors, or partners to access or use, any Notion Services, Partner Sites, or Notion Confidential Information in any Embargoed Territory, or (ii) engage in any dealings or transactions with, or allow access or use of the Partner Sites or Notion Services by, a Sanctioned Person in connection with Partner’s activities contemplated by this Agreement, or (iii) offer, promise, authorize, pay, provide, accept, or solicit any bribe, kickback or improper payment, gratuity, favor, or anything of value to or from any person to obtain, retain, or direct any business or for any other improper purpose in violation of applicable anti-corruption and anti-bribery laws, or (iv) engage in any other activity or transaction pursuant to this Agreement that would be in violation of any U.S. or applicable foreign anti-corruption, anti-bribery, export control, economic sanctions, or other trade law or regulation. Partner will immediately report to Notion in writing (x) any concerns, suspicions, or actual knowledge of violations of anti-corruption, anti-bribery, export control, or economic sanctions laws, or (y) if Partner becomes the subject of any formal or informal investigation, prosecution, or government or judicial determination related to a violation of anti-corruption, anti-bribery, export control, or economic sanctions laws. Notion retains the right to suspend or terminate this Agreement immediately upon written notice upon any violation by Partner of this Section 2.5 or any compliance sections of the Program Policies or if Notion believes, in good faith, that Partner, or any of its owners, directors, representatives, employees, agents, contractors, or partners, has engaged in illegal conduct or in deceptive, misleading or unethical business practices, including any potential violations of applicable anti-corruption and anti-bribery laws and regulations or applicable export control, economic sanctions, or other trade laws and regulations. Such termination or suspension shall be in addition to and not in lieu of Notion’s other legal rights and remedies.