NetManage Partners Application

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NetManage North American Partner Application

Receive access to the Partner Portal, the hub of NetManage’s channel, and the right to resell NetManage software in the US and Canada by submitting the agreement below.

Register here and take advantage of a robust set of benefits, including access to business opportunities, marketing resources, sales tools, training, support programs, and technical development assistance.

Fields marked with an asterisk (*) are required.

Full name:

Title:

Company:

Address:

City:

State/Province
North America only:

Zip / Postal Code:

Country:

Phone:

E-mail address:

How long have you been in business?
:

Your Key Vertical Focus:

What percentage of your business come from the following:

Software?
:

Hardware?
:

Services?
:

List the companies with which you have partnerships

IBM

JDE

Microsoft

Oracle

Peoplesoft

SAP

Siebel

Sun

If "other", please add:

Do you have a pending NetManage order?:

	Yes
	No

How many sales people do you have?:

Your Company's URL:

Sales Contact—Name:

Sales Contact—E-mail:

Please check the product line that you currently represent, or that you wish to represent

RUMBA

OnWeb

Select the classification type that best describes your company:

	VAR
	Systems Integrator

Authorization Reseller Agreement

NETMANAGE IS WILLING TO APPOINT YOU AS AN AUTHORIZED RESELLER ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THE AUTHORIZATION AND AGREEMENT BELOW (THE "AGREEMENT"). READ THE TERMS CAREFULLY. IF YOU ACCEPT ALL THE TERMS, SELECT THE "I AGREE" CHECKBOX AT THE BOTTOM OF THE PAGE TO CONFIRM YOUR ACCEPTANCE. IN ADDITION, BY SELECTING THE "I AGREE" CHECKBOX, YOU REPRESENT TO NETMANAGE THAT YOU ARE AT LEAST EIGHTEEN (18) YEARS OF AGE AND THAT YOU HAVE THE FULL RIGHT, POWER AND AUTHORITY TO ENTER INTO AND PERFORM THIS AGREEMENT (INCLUDING THE AUTHORITY TO AGREE ON BEHALF OF YOUR COMPANY). IF YOU OR YOUR COMPANY ARE NOT WILLING TO BE BOUND BY THESE TERMS, SELECT THE "I DO NOT AGREE" CHECKBOX AND YOUR APPLICATION WILL NOT BE SUBMITTED TO NETMANAGE. IF YOU SELECT THE "I DO NOT AGREE" CHECKBOX OR YOU ARE OTHERWISE UNWILLING TO BE BOUND BY THESE TERMS, YOU SHALL NOT BE AUTHORIZED AS A NETMANAGE AUTHORIZED RESELLER. THE AGREEMENT IS SUBJECT TO THE FOLLOWING TERMS AND CONDITIONS AND IS BINDING AND SETS FORTH THE LEGAL RIGHTS AND OBLIGATIONS OF YOU OR YOUR COMPANY, AS RESELLER ("RESELLER"), AND OF NETMANAGE.

Authorization and Agreement
By agreeing to these terms and submitting this form, Reseller certifies that Reseller accepts appointment as an authorized reseller of NetManage software products and end-user documentation for such software products supplied to Reseller in either the commercial package or via electronic delivery (collectively, the software products and end-user documentation shall be referred to herein as the "Software Products"). The Agreement shall apply to future Software Products at such time, if any, as they are added to the current NetManage price list. NetManage has the right to discontinue the distribution or availability of any Software Product without prior notice to Reseller. The term of this Agreement shall commence as of the date Reseller accepts the terms below and submits this form (the "Effective Date") and shall continue until terminated by either Reseller or NetManage pursuant to this Agreement.

Reseller agrees to the following additional terms:

Appointment.
End User License. Prior to distributing any copy of the Software Products to an End User, Reseller shall obtain from the End User a signed NetManage end user license agreement ("End User License Agreement"), which shall be provided by NetManage, as modified from time to time by NetManage and for which the most current version can be located at www.netmanage.com/partners/legalPDFs/Clickwrap.Agreement.US.pdf. Upon NetManage's request, Reseller shall provide NetManage with a copy of each such signed End User License Agreement. Reseller shall diligently enforce the End User License Agreement and use its commercially reasonable effort to ensure that all End Users abide by the terms of the End User License Agreements. Reseller shall promptly notify NetManage of any violations of the End User License Agreement of which Reseller is aware, including, without limitation, any suspected illegal use or copying of Software Products by any third parties, and shall further notify NetManage of the steps that Reseller has taken, and is planning to take to stop such violations. If the Software Products are licensed for use in the performance of a U.S. Government prime contract or subcontract, Reseller agrees that the Software Products are delivered as "Commercial Computer Software," and therefore, the Software Products shall only be provided to such U.S. Government agency in accordance with FAR 12.212, and for Department of Defense purposes, DFAR 227.7202.3. To the extent that such U.S. Government agency wishes to obtain greater rights than those provided in the End User License Agreement, it must negotiate directly with NetManage for such rights which, if granted, must be agreed upon and memorialized in a mutually satisfactory writing.
Restrictions on Use. For the avoidance of doubt, Reseller shall have no right to use the Software Products for its own internal business purposes unless it becomes an End User by accepting the terms of the End User License Agreement. All rights not expressly granted in this Agreement are retained by NetManage, its licensors, suppliers, distributors and other third party providers. Reseller shall not (i) copy (other than as authorized by this Agreement), modify, customize or create derivative works of the Software Products, (ii) incorporate the Software Products or any portion thereof into or with any other software or documentation, (iii) decompile, disassemble, reverse engineer, translate or otherwise attempt to derive the source code for the Software Products, in whole or in part, (iv) license, sublicense, encumber, rent, lease or otherwise transfer rights to the Software Products (other than Reseller's expressly granted distribution rights herein), (v) remove or alter any trademark, logo, copyright or other proprietary notices, legend, symbols or labels in or to the Software Products, (vi) adapt, enhance, or extend the Software Products, or (vii) encourage or assist third parties in doing any of the above.
Support. Reseller shall use commercially reasonable efforts to sell End User Support Services Packages to End Users, subject to NetManage's OneStep® Services Terms, a current version of which is located at: www.NetManage.com/partners/legalPDFs/OneStep.Agreement.US.pdf. Reseller shall make appropriate arrangements with NetManage to provide End Users with service or support for Software Products pursuant to any warranty under the End User License Agreements. If a Software Product qualifies under the warranty provisions of the applicable End User License Agreement for warranty service, Reseller will request replacement from NetManage.
Marketing. Reseller shall use commercially reasonable efforts to promote, market and distribute the Software Products. NetManage shall periodically provide Reseller with reasonable quantities of NetManage's advertising and promotional materials, pricing information and technical data related to the Software Products to the extent that NetManage in its discretion makes generally available to its authorized resellers. Reseller may not modify such materials without NetManage's prior written approval.
Trademarks. NetManage shall have and retain sole ownership of NetManage's logo, trade names, trademarks and service marks ("Trademarks"), including the goodwill pertaining thereto. NetManage hereby grants to Reseller the right to use and display the Trademarks solely in connection with and solely to the extent reasonably necessary for the marketing, distribution, and support of the Products within the Territory in accordance with the terms and conditions of this Agreement. Reseller shall not do or suffer to be done any act or omission that would impair NetManage's rights in its Trademarks or damage the reputation for quality inherent in the Trademarks. Reseller agrees to use the Trademarks only in the form and manner prescribed from time to time by NetManage. NetManage has the right to take all action which it deems necessary to ensure that the advertising and promotional materials related to the Products utilized by Reseller are consistent with the reputation and prestige of the Trademarks. Reseller shall market, distribute, and support the Products only under the Trademarks, and not any other trademark or logo. Reseller shall not use the Trademarks or any other trademarks or trade names of NetManage or any word, symbol, or design confusingly similar thereto, as part of its corporate name, or as part of the name of any product of Reseller or other suppliers. Reseller shall not (i) remove, alter or overprint the Products' copyright notices, Trademarks or packaging, (ii) attach any additional trademarks to the Products without NetManage's prior written consent or (iii) affix any of the Trademarks to any non-NetManage products. Reseller agrees that any goodwill which accrues because of Reseller's use of the Trademarks shall become NetManage's property. Reseller further agrees not to apply for registration of any NetManage Trademarks or trade names and not apply for domain names which contain or consist of the make "NetManage" or a derivative thereof.
Records and Reports. Reseller shall provide NetManage, no later than ten (10) business days following the end of each month, a point of sale report which shall include NetManage part number, Reseller SKU number, product description, quantity, Reseller product cost, customer name, address, zip code and contact information. In addition, Reseller agrees to maintain a complete, clear and accurate record for two (2) years of each of the Software Products distributed by product line, to whom they were distributed and the payments received thereof irrespectively of the source. A monthly on-hand inventory report listing of Software Products quantities by product line shall be maintained. Upon request, Reseller shall provide such records to NetManage. Reseller shall permit NetManage or persons designated by NetManage to inspect records pertaining to the Software Products and any other materials provided to Reseller by NetManage to ensure compliance by Reseller with its obligations to NetManage. Any such inspection and audit shall be conducted during regular business hours and in such a manner as not to interfere with normal business activities of Reseller.
Warranty. Any warranty with respect to the Software Products shall be provided in the End User License Agreement and shall only extend to third parties that accept such End-User License Agreement. No warranty is extended to the Reseller, Reseller shall not make any warranties or representations binding on Company with respect to the Software Products, and Reseller shall limit its representations to End Users regarding the Software Products to those contained in the End User License Agreement. Reseller shall indemnify, defend and hold NetManage harmless from and against claims made by End Users for representations or warranties made by Reseller that exceed the scope of the warranties set forth in the End User License Agreement.
Limitations and Disclaimer. EXCEPT FOR THE EXPRESS WARRANTY TO END USERS SET FORTH IN THE END USER AGREEMENT, NETMANAGE MAKES NO REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SOFTWARE PRODUCTS, INCLUDING, BUT NOT LIMITED TO, THEIR QUALITY, PERFORMANCE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NETMANAGE DOES NOT WARRANT THAT THE SOFTWARE PRODUCTS WILL OPERATE CONTINUOUSLY OR WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THEY ARE SUITABLE FOR INTENDED PURPOSES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NETMANAGE EXPRESSLY DISCLAIMS ALL WARRANTIES, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE SOFTWARE PRODUCTS MAY CONTAIN SUPPORT FOR PROGRAMS WRITTEN IN JAVA THAT IS NOT FAULT TOLERANT. RESELLER SHALL BE AWARE THAT THE SOFTWARE PRODUCTS ARE NOT DESIGNED, MANUFACTURED OR INTENDED FOR USE IN CONNECTION WITH APPLICATIONS REQUIRING FAIL SAFE PERFORMANCE INCLUDING, BUT NOT LIMITED TO, USE IN HAZARDOUS ENVIRONMENTS, OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATIONS SYSTEMS, AIR TRAFFIC CONTROL, DIRECT LIFE SUPPORT MACHINES OR WEAPON SYSTEMS. NO PERSON IS AUTHORIZED TO MAKE ANY OTHER WARRANTY OR REPRESENTATION CONCERNING THE PERFORMANCE OF THE SOFTWARE PRODUCTS OTHER THAN AS PROVIDED IN THE END USER AGREEMENT. RESELLER SHALL MAKE NO OTHER WARRANTY, EXPRESS OR IMPLIED, ON BEHALF OF NETMANAGE.
Limitation on Liability. IN NO EVENT SHALL EITHER NETMANAGE OR ITS LICENSORS, SUPPLIERS, DISTRIBUTORS OR OTHER THIRD PARTY PROVIDERS HAVE ANY LIABILITY FOR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED, AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, THE FOLLOWING LOSSES OR DAMAGES (WHETHER SUCH LOSSES OR DAMAGES WERE FORESEEN, FORESEEABLE, KNOWN OR OTHERWISE): LOSS OF REVENUE; LOSS OF ACTUAL OR ANTICIPATED PROFITS (INCLUDING LOSS OF PROFITS ON CONTRACTS); LOSS OF THE USE OF MONEY; LOSS OF ANTICIPATED SAVINGS; LOSS OF BUSINESS; LOSS OF OPPORTUNITY; LOSS OF GOODWILL; LOSS OF REPUTATION; LOSS OF, DAMAGE TO, OR CORRUPTION OF, DATA. THE PARTIES ACKNOWLEDGE AND AGREE THAT THIS SECTION (i) IS AN ESSENTIAL ELEMENT OF THE AGREEMENT AND THAT IN ITS ABSENCE, THE ECONOMIC TERMS OF THIS AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT.
Termination. This Agreement shall be effective as of the Effective Date and shall continue until terminated by either NetManage or Reseller as provided hereunder. Either party may terminate this Agreement immediately upon written notice to the other. Upon termination of this Agreement, all of Reseller's rights under this Agreement shall forthwith terminate. All Software Products and all other NetManage materials, including, without limitation, any and all advertising and promotional materials, pricing information, technical data and Confidential Information (as defined below) provided by NetManage shall remain the property of NetManage and its suppliers, licensors, distributors and third party providers and all advertising and promotional materials created by Reseller under Section (k) shall be destroyed pursuant to this Section (j). Within thirty (30) days of termination of this Agreement, Reseller shall prepare all such items for shipment to NetManage or destroy such materials as NetManage may direct. Upon request by NetManage, an officer of Reseller shall certify to NetManage that all copies of Confidential Information have been returned or destroyed. The following provisions shall survive termination of this Agreement: (c), (f), (g), (h), (i), (j), (k), (l), (m), (n) and (p).
Proprietary Rights. Reseller acknowledges and agrees that, as between NetManage and Reseller, NetManage owns all right, title and interest in the Software Products and all intellectual property rights relating to the Software Products. Reseller acknowledges such ownership and intellectual property rights and will not take any action to jeopardize, limit or interfere in any manner with NetManage's ownership of or rights with respect to the Software Products or such intellectual property. Reseller shall do all things reasonably requested by NetManage to protect NetManage's intellectual property rights as those reasonably relate to Reseller's marketing and distribution of the Software Products under this Agreement. Reseller shall ensure that all copies of the Software Products distributed by Reseller shall incorporate copyright and other proprietary notices in the same manner that NetManage or it authorized distributors incorporate such notices in the Software Products or in any other manner reasonable requested by NetManage. During the term of this Agreement, Reseller shall have the right to indicate to the public that is it an authorized reseller of Software Products and to advertise such Software Products under the trademarks, service marks and trade names that NetManage may adopt from time to time (the "Marks"). All representations of the Marks that Reseller uses shall be exact copies of those used by NetManage, or shall be first submitted to NetManage for approval, which shall not be unreasonably withheld. Reseller shall comply with all reasonable guidelines, if any, provided by NetManage relating to use of the Marks. At no time during or after the term of this Agreement shall Reseller challenge or assist others to challenge the Marks or the registration thereof or attempt to register any trademarks, service marks or trade names confusingly similar to those of NetManage. Upon termination of this Agreement, Reseller shall immediately cease use of all Marks.
Confidential Information. As used in this Agreement, "Confidential Information" shall mean (i) the Software Products; and (ii) any other information (written or oral) reasonably identifiable as the confidential information of NetManage, its licensors, suppliers, distributors or other third party providers; excluding any of the foregoing that: (a) is or becomes publicly available through no act or omission of the Reseller receiving the Confidential Information; (b) was in the Reseller's possession prior to receipt from NetManage, as evidenced by contemporaneous written records and without obligation of confidentiality; or (c) becomes independently available to the Reseller without obligation of confidentiality, from a third party with the right to disclose the same. For the term of this Agreement and five years thereafter, all Confidential Information supplied by a NetManage to Reseller shall be held in strict confidence by Reseller and used only as necessary during the term of this Agreement for the purposes of this Agreement. Reseller shall not disclose any such information to any third party without the prior written permission of the NetManage.
Indemnification. In addition to any other indemnification obligations provided herein, Reseller agrees to indemnify, defend and hold NetManage and its officers, directors, agents, and employees, harmless from and against any and all costs, expenses and losses (including reasonable attorney fees and costs) incurred through claims of third parties against NetManage arising out of or related to Reseller's breach of this Agreement or as a result of any of Reseller's actions or inactions.
Acceptance, FOB Point. All orders for Products by Reseller shall be subject to acceptance by NetManage and shall not be binding on NetManage until the earlier of written confirmation or shipment, and, in the case of acceptance by shipment, only as to the portion of the order actually shipped. Unless otherwise agreed in writing, NetManage shall deliver the Products to Reseller FOB NetManage’s offices as defined by the California Commercial Code, for shipments within the U.S., or FCA NetManage’s offices as defined by the ICC’s Incoterms 2000, for other shipments. Risk of loss or damage for any Products shall pass to Reseller upon delivery by NetManage to the carrier.
Payment Terms. Upon approval of credit by NetManage, payment for orders shall be due and payable within thirty (30) days from the date of invoice or on such date as may be otherwise specified in NetManage's invoice. All payments shall be made in U.S. dollars. Invoices not paid when due shall accrue interest from the date due until paid of two percentage points (2%) over the prime interest rate of NetManage’s primary bank lender on any outstanding balance, or the maximum legal rate allowed by applicable law, whichever is less. NetManage reserves the right to vary, change, or limit the amount or duration of credit to be allowed to Reseller, either generally or with respect to a particular order. In the event Reseller becomes delinquent in payment to NetManage, NetManage may, at its discretion, and in addition to any other remedies available under this Agreement, at law, or in equity, withhold shipment of Products ordered until such time as the delinquent balance is paid in full. All Products ordered prior to approval of credit or in excess of any credit limit shall be paid for in U.S. dollars in advance of shipment, by a letter of credit drawn upon a bank acceptable to NetManage, a bank cashier's check, or a bank wire transfer. In the event NetManage does not extend credit to Reseller, payment for the Products shall be made in advance of shipment or by a letter of credit drawn upon a bank acceptable to NetManage, a bank cashier's check, a bank wire transfer or C.O.D. No financing commonly known as "flooring" will be provided.
Use of Information. Reseller has read and understands NetManage's Privacy Policy relating to the practice of NetManage with respect to the collection, maintenance and disclosure of information on its website.
Choice of Law and Forum; Legal Expenses. This Agreement and any disputes arising out of, or in connection with, this Agreement shall be governed by the laws of the State of California, excluding its choice of law rules and excluding the United Nations Convention on International Sales of Goods. Any dispute between the parties arising out of, or relating to, this Agreement shall be submitted to the courts located within the State of California, which courts shall have exclusive jurisdiction to adjudicate such dispute. Both parties specifically consent to the exercise of personal jurisdiction by such courts. Notwithstanding the provisions of this Agreement NetManage shall have the right to seek injunctive relief in any court of competent jurisdiction. The prevailing party in any legal proceeding brought by one party against the other party and arising out of or in connection with this Agreement shall be entitled to recover its legal expenses, including the costs of any court or arbitration proceeding and reasonable attorneys' fees.
Export Controls. The parties acknowledge that the Software Products are subject to the export control laws of the United States of America, including the U.S. Bureau of Export Administration regulations, and hereby agree to obey any and all such laws. Reseller shall not export or re-export the Products without all required U.S. government licenses and government licenses from other countries. Reseller shall defend, indemnify and hold NetManage harmless from any claims arising out of Reseller’s violation of such export control laws. The parties agree to comply with the U.S. Foreign Corrupt Practices Act of 1977, as amended.
Assignment. Neither party may assign this Agreement or any of its rights, duties or obligations under this Agreement to any third party without the other party's prior written consent. Any assignment undertaken without the other party's prior written consent shall be null and void. Notwithstanding the foregoing, either party may assign its rights and delegate its obligations under this Agreement without the consent of the other party to a purchaser of all or substantially all of its voting stock or capital assets or to an entity with which such party merges or is consolidated.
Severability and Waiver. If a competent court holds any provision of this Agreement illegal, invalid or unenforceable in whole or in part under applicable law such provision or such portion thereof shall be ineffective as to the jurisdiction in which such court is located to the extent of its illegality, invalidity or unenforceability and shall be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity or unenforceability of such provision in that jurisdiction shall not in any way affect the legality, validity or enforceability of such provision or of any other provisions of this Agreement in any other jurisdiction.
Entire Agreement. This Agreement and all Exhibits referred to herein embody the entire understanding of the parties with respect to the subject matter hereof and shall supersede all previous and contemporaneous communications, representations or understandings, either oral or written, between the parties relating to the subject matter hereof.

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