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MongoDB Partner Program Agreement

This MongoDB Partner Program (“Agreement”) is between MongoDB and Partner and governs your participation in our Partner Program.

You represent and warrant that you have the authority to agree to this Agreement on behalf of your organization.

1. Definitions.
The following terms have the following meanings:

“Affiliate”
means an organization that directly or indirectly controls, is controlled by, or is under common control with a party, where “control” means direct or indirect ownership of more than 50% of the voting interests of the organization.

“Effective Date”
means the date of the MongoDB email to you that accepts your registration to become a Partner in our Partner Program.

“Marketing Guidelines”
means MongoDB’s Marketing Guidelines available at https://www.mongodb.com/legal/trademark-usage-guidelines.

“MongoDB,” “we” or “us”
means MongoDB, Inc. if you are located in North or South America or MongoDB Ltd. if you are located anywhere else.

“Partner,” “you” or “your”
means the individual or organization that MongoDB accepts into its Partner Program.

“Partner Program”
means MongoDB’s partner program that allows you to sell and deliver MongoDB services, integrate your product with MongoDB Products, create solutions with MongoDB Products, co-sell, or power your application with MongoDB Products.

“Products”
means the MongoDB products and services included in the Partner Program.

“Subscription”
means a subscription for our Software, Support, Cloud Services or Consulting Services described in an Order Form.

“Support”
means any product support that MongoDB provides under a Subscription for MongoDB cloud services, software, support, or consulting services.

2. Partner Program.
Your enrollment in the Partner Program takes effect on the Effective Date. If we make any change to the Partner Program with which you do not agree, then you may terminate this Agreement and your participation in the Partner Program in accordance with Section 5. You will actively market the Products, and will represent the Products accurately and fairly. Partner will confer periodically with MongoDB, at MongoDB’s request, on matters relating to market conditions, sales forecasting, product planning, and promotional marketing strategies.

3. Promotional Materials.
You may use promotional materials we make available to you for the purpose of promoting and demonstrating the Products during the Term as long as you comply with the Marketing Guidelines. Promotional materials are the property of MongoDB, and you agree to not modify the promotional materials.

4. Trademarks.
(a) Our Trademarks.
We grant to you a non-exclusive and non-transferable right to display our logos and trademarks during the Term solely for the purpose of marketing and promoting the Products under this Agreement and in compliance with the Marketing Guidelines. You may not use our logos or trademarks in connection with search engine rankings, ad word purchases, or as part of a trade name, business name, or Internet domain name. MongoDB may refer to its relationship with Partner during discussions with analysts, meetings with the press, or in regulatory filings.

(b) Your Trademarks.
You grant to us a non-exclusive and non-transferable right to use your logos and trademarks during the Term in marketing materials and in public statements, including placement on our website, inclusion in partner lists, and customer briefings.

5. Term and Termination.
This Agreement begins on the Effective Date and continues until terminated in accordance with this Agreement (“Term”). Either party may terminate this Agreement if the other party does not cure a breach of this Agreement within 15 calendar days after being notified of the breach in writing. Either party may terminate this Agreement for convenience on 30 calendar days prior written notice. This Agreement automatically terminates if you become insolvent, make a general assignment for the benefit of creditors, file a voluntary petition of bankruptcy, permit the appointment of a receiver for your business or assets, or become subject to any proceedings under any bankruptcy or insolvency law, whether domestic or foreign, or wind up or liquidate, voluntarily or otherwise. Upon termination: (a) your status as a MongoDB Partner will immediately be revoked; (b) all rights granted under this Agreement terminate; (c) you will cease using our trademarks, and promoting, demonstrating, and using the Products; (d) you will return or destroy our Confidential Information (defined below) and promotional materials; and (e) you will remit all fees due to us within thirty days of termination.

6. Disclaimers and Limitation of Liability.
PRODUCTS, MONGODB TRADEMARKS, DOCUMENTATION, AND ANY OTHER MATERIALS PROVIDED TO YOU UNDER THIS AGREEMENT ARE MADE AVAILABLE ON AN “AS-IS” BASIS AND WITHOUT ANY EXPRESS WARRANTY. MONGODB DISCLAIMS ANY IMPLIED OR STATUTORY WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE, AND FITNESS FOR A PARTICULAR PURPOSE. MONGODB WILL NOT BE LIABLE UNDER THIS AGREEMENT FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS. THE MAXIMUM CUMULATIVE AND AGGREGATE LIABILITY OF MONGODB AND MONGODB’S AFFILIATES, SUBSIDIARIES AND RELATED COMPANIES, AND THEIR EMPLOYEES, OFFICERS, DIRECTORS, REPRESENTATIVES, AND AGENTS FOR ALL COSTS, LOSSES, OR DAMAGES FROM CLAIMS ARISING OUT OF OR RELATED IN ANY WAY TO THIS AGREEMENT OR THE PARTIES’ RESPECTIVE OBLIGATIONS HEREUNDER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, IS LIMITED TO THE OTHER PARTY'S DIRECT DAMAGES ONLY AND SHALL NOT EXCEED $100.00.

7. Confidentiality.
If the parties have entered into a Non-Disclosure Agreement (“NDA”), this Agreement incorporates the NDA. If the parties have not signed an NDA, then neither party will disclose the other party’s Confidential Information to any third party without the other party’s prior written consent or except as required by law, or use the other party’s Confidential Information for any purpose except performing this Agreement or furthering the relationship between the parties. Each party will return or destroy the other party’s Confidential Information upon written request from the other party. Unless you tell us otherwise in writing, we may refer to our relationship with you as a Partner. “Confidential Information” means information a party designates as confidential, or information that should by its nature be considered confidential, and includes, without limitation, the pricing information on any ordering document, as well as login credentials, but does not include information that is or becomes publicly available through no fault of recipient, or information that is received from a third party without a duty of confidentiality.

8. Changes.
(a) MongoDB Partner Program.
We may modify MongoDB’s Partner Program including, without limitation, the details described in the Marketing Guidelines, at any time without notice and without any liability to you or to any third parties. We may also suspend or terminate the Partner Program or your participation in the Partner Program at any time with no liability to you or to any third parties, in which case we will notify you of such suspension or termination by writing to you at the email address you provided to us.

(b) Agreement.
We may amend this Agreement at any time. The date of the latest version of this Agreement will be posted at the top of the webpage (“Amended Date”). We may also notify you of such amendments through the email address you provided to us. The amended version of this Agreement will become effective as soon as it’s posted online. If you do not agree to the amended version of the Agreement, you must notify us by writing to us at legal@mongodb.com within 30 days of the Amended Date, whereupon this Agreement between MongoDB and you will terminate within 15 calendar days of such notification. You acknowledge and agree that by continuing to participate in the MongoDB Program after the Amended Date, you agree to be bound by the amended Agreement.

(c) Your Responsibility.
You are solely responsible for monitoring any changes to this Agreement. While we will make a commercially reasonable effort to notify you of material changes to this Agreement or the Guidelines and Policies, absence of notification does not relieve you of the obligation to monitor all changes, or of such modifications’ enforceability.

9. MongoDB Marketing Development Fund Program.
(a) Participation.
As a MongoDB Partner, and subject to the terms of this section, you may participate in the MongoDB Marketing Development Program. Under this program, you can accrue Market Development Funds (“MDF”) that can be used to provide reimbursement for certain marketing events. MDF accrues when you refer customers who, as a result of that referral, buy Atlas or Enterprise Advanced Subscriptions. Each referral must be submitted using the procedures found at this site: https://www.mongodb.com/partners/register. MongoDB will review each referral against the eligibility criteria outlined in Section 9(d) below.

(b) Market Development Fees.
You will receive 5% of the Incremental ARR for Atlas and Enterprise Advanced Subscriptions referred by you under the procedures outlined in this Section 9. MongoDB will create a market development account that will track amounts that you earn. Fees for each eligible referral will be deposited into the market development account after MongoDB receives payment from the customer for the referred opportunity. Any unused market development funds expire after one year from the date of deposit into your account, and any remaining amount will not be refunded to you in cash.

(c) Joint Marketing Activities.
You can seek reimbursement for up to 50% of any pre-approved joint marketing activity that you conduct with MongoDB. MongoDB's requirements for joint marketing activities are available at: https://www.mongodb.com/partners/partner-program/partner-development-support/terms. If MongoDB approves reimbursement, you will receive payment within 60 calendar days after you submit your claim.

(d) Eligibility Criteria.
MongoDB retains the right to reject any referral at its discretion. MongoDB will not pay fees for any referral if (i) the referred end user (or any of its affiliates) is, prior to the time of your submission, a user of any MongoDB products; (ii) the referred end user has previously discussed with MongoDB (or with any of our affiliates, distributors, resellers, or other channel partners) the possibility of entering into an agreement for the provision of any MongoDB products or (iii) the referral is a government entity or government official.

10. Intellectual Property.
Except for the express licenses set forth in this Agreement, this Agreement does not transfer any right, title or interest in any intellectual property right of either party to the other. Any goodwill accruing to a party’s logos and trademarks due to activities under this Agreement inures to the benefit of the party that owns the logos and trademarks. If you provide us with suggestions, ideas for improvement, recommendations or other feedback regarding our Products or other offerings, we may use your feedback without any restriction or payment.

11. Compliance.
(a) Partner’s employees and representatives will be reasonably capable of effectively delivering our value proposition and must be generally knowledgeable about the Products, and the advantages and high-level functionality of the Products. Partner agrees that throughout the term of this Agreement it will: (i) conduct business in a manner that reflects favorably at all times on MongoDB; and (ii) not engage in deceptive, misleading or unethical practices, including making any misleading or deceptive statements in connection with advertising the Products.

(b) Compliance with Applicable Laws.
Partner represents and warrants that it will comply with all applicable laws that govern its performance of this Agreement. Without limiting the generality of Partner’s obligations under this Agreement, Partner represents and warrants the following:

(i) Partner and its Affiliates and subsidiaries are familiar with, have not violated, and will not violate or cause MongoDB to violate any provision of the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act 2010, or any other applicable anti-corruption law or regulation (collectively, the “Anti-Corruption Laws”). Partner agrees that it and its officers, directors, employees, independent contractors, Affiliates, agents, representatives, and subsidiaries will not pay, offer, give, promise, or authorize the payment of money or any other thing of value to any government official (as defined in the Anti-Corruption Laws) or any other person for the purpose of influencing any act or purchasing decision, or otherwise in violation of the Anti-Corruption Laws. Partner shall (and shall cause each of its subsidiaries and Affiliates to) maintain systems of internal controls to ensure compliance with Anti-Corruption Laws. Partner will not make any payment on behalf of or for the benefit of MongoDB that is not properly and accurately recorded in Partner’s books and records.

(ii) None of Partner’s owners or employees is a government official (as defined in the Anti-Corruption Laws). If any director, employee, direct or indirect owner, representative, consultant or agent who is or will be involved in Partner’s sales or referral activities for MongoDB, is or becomes a government official or a family member of a government official, Partner will promptly notify MongoDB in writing.

(iii) Partner and its Affiliates and subsidiaries are familiar with and will comply with the Export Administration Regulations, sanctions issued by the U.S. Department of the Treasury's Office of Foreign Assets Control and any other applicable U.S. or international sanction, export or import law, and embargo (collectively, the “Export Control Laws”). Partner will not market or resell the Subscriptions to any person or entity that is listed on any U.S. government list of prohibited or restricted parties (including the Specially Designated Nationals and Blocked Persons List and the Entity List), is located in or is a national of a country that is subject to a U.S. government embargo, or is designated by the U.S. government as a “terrorist supporting” country, or where such resale would otherwise violate the Export Controls Laws.

(c) Verification.
Partner agrees that it will, at MongoDB’s request, certify in writing to MongoDB that Partner is in full compliance with the terms of this Agreement and all applicable Anti-Corruption Laws and Export Control Laws. If MongoDB reasonably believes that Partner is in breach of any applicable law or this section, MongoDB or its designated agent may conduct an audit of Partner’s books, records and related material to determine if a breach has occurred and ensure compliance. Any audit shall be conducted during regular business hours in a manner that will not unreasonably interfere with Partner’s normal business activities. Partner must promptly report to MongoDB any actual or suspected breach of this section. MongoDB shall have the right to terminate this Agreement and reject or cancel any transaction immediately upon the determination by MongoDB that Partner has breached any of the provisions in this Section 11.

12. Miscellaneous.
(a) Independent Contractors.
The parties to this Agreement are independent contractors. Neither party nor any of its respective affiliates is an agent of the other for any purpose, and neither party nor any of its respective affiliates has the authority to bind the other party. This Agreement does not create a franchise, joint venture, partnership, or any other relationship that imposes a fiduciary duty on either party to this Agreement or on any third parties. This Agreement does not create any third party beneficiary rights in any third party.

(b) Assignment.
You will not assign this Agreement, or delegate or sublicense any of your rights under this Agreement, without our prior written consent.

(c) Waiver and Enforcement.
Our failure to enforce any provision of this Agreement will not constitute a present or future waiver of such provision, or limit our right to enforce such provision at a later time. If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect, and will be interpreted to best accomplish the unenforceable provision’s essential purpose.

(d) Entire Agreement.
This Agreement is the entire agreement between you and us regarding the subject matter of this Agreement, and it supersedes all prior or contemporaneous representations, understandings, agreements, or communications between you and us, whether written or oral, regarding the subject matter of this Agreement.

(e) Notice and Communications.
To give us notice under this Agreement, you must (1) email us at legal@mongodb.com, or (2) send us your notice by certified mail, return receipt requested, to MongoDB, Inc., 1633 Broadway, 38th Floor New York, NY 10019, Attention: Legal Department. A mailed notice sent by you will be deemed delivered only if it is verified by written receipt. All communications you send us must be in English. We may provide any notice to you under this Agreement by sending a message to the email address you provided to us. You will be deemed to have received any email we send to the email address you provided when we send such an email.

(f) Choice of Law; Consent to Jurisdiction.
For Partners located in North or South America, New York law governs this Agreement, excluding any applicable conflict of laws rules or principles, and the parties agree to the exclusive jurisdiction of the courts in New York, New York. For Partners located elsewhere, the law of England and Wales governs this Agreement, and the parties agree to the exclusive jurisdiction of the courts in London, England. We may seek injunctive or other relief in any court of competent jurisdiction for any actual or alleged infringement of our, our affiliates, or any third party’s intellectual property or other proprietary rights. The United Nations Convention for the International Sale of Goods does not apply to this Agreement.

(g) Force Majeure.
Neither party is liable for any delay or failure to perform its obligation under this Agreement where the delay or failure results from any cause beyond its reasonable control, including acts of God, pandemic, labor disputes or other industrial disturbances, systemic electrical, telecommunications, or other utility failures, earthquake, storms, or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war. Neither party is liable for inadequate performance to the extent such inadequate performance is caused by a condition that was beyond its reasonable control. The affected party will notify the other in writing of such events or circumstances promptly upon their occurrence.