Partner Program Terms and Conditions

Last Updated: December 2021

PLEASE READ THESE TERMS CAREFULLY. IF YOU ARE NOT ABLE TO AGREE TO THESE NZXT PARTNER PROGRAM TERMS AND CONDITIONS, PLEASE DO NOT APPLY TO BECOME A NZXT PARTNER. WE RESERVE THE RIGHT TO CHANGE OR MODIFY THESE TERMS AND/OR THE PROGRAM WITHOUT PRIOR NOTICE. YOU UNDERSTAND THAT YOUR CONTINUED PARTICIPATION AFTER SUCH MODIFICATION WILL INDICATE YOUR ACCEPTANCE TO THE MODIFIED TERMS.

The NZXT Partner Program Terms and Conditions (“Terms”) are an agreement between NZXT Inc. and its affiliates (“NZXT”, “our” or “we”) and the individual applying to join (“you” or “your”) the NZXT Partner Program (“Program”). These Terms will govern your application as well as participation in the Program.

BY APPLYING TO THE PROGRAM, YOU REPRESENT THAT YOU ARE AT LEAST 13 YEARS OF AGE, THAT YOUR PARENT OR LEGAL GUARDIAN AGREES TO BE BOUND BY THESE TERMS OF SERVICE IF YOU ARE BETWEEN 13 AND THE AGE OF LEGAL MAJORITY IN YOUR JURISDICTION OF RESIDENCE, YOUR APPLICATION IS ACCURATE AND YOU UNDERSTAND AND ACCEPT THESE TERMS.

Purpose of the NZXT Partner Program

Through relationship building with streamers and other content creators who have a passion for our brand, embody our core values, and embrace the diversity of the gaming community, we aim to create an organic partnership program that puts the content creator first. The Program will give persons accepted into the Program (“NZXT Partners”) access to certain perks, benefits and support as determined by NZXT to facilitate the growth and goals of both NZXT and NZXT Partners.

Application Process

To become a NZXT Partner, you must complete the NZXT Partner Application (“Application”) and participate in the Application process. The Application will ask you to provide NZXT with various information about you and you agree to truthfully answer all such questions. NZXT reserves the right to reject any Application in our sole discretion. While NZXT can't give specifics on its decision making, it does take into consideration numerous factors when evaluating nominations, including frequency of content creation and platform engagement. If you are accepted into the Program, you will be deemed a NZXT Partner.

Feedback

You have no obligation to provide NZXT with ideas for improvement, suggestions or other feedback (collectively, “Feedback”), in connection with the Program, NZXT content, or any other NZXT products or services. If, however, you provide any such Feedback, you hereby grant to NZXT a non-exclusive, transferable, irrevocable, worldwide, royalty-free license (with rights to sublicense) to make, use, sell, offer to sell, reproduce, modify, distribute, make available, publicly display and perform, disclose and otherwise exploit the Feedback.

Your Obligations

You acknowledge and agree that: a. If you are provided access to NZXT Partner channels (e.g. Discord, etc.) or any other NZXT affiliated channels, you shall abide by any and all rules thereof, imposed in NZXT’s sole discretion, keep all login credentials to such platforms and channel safe and not share them with any other person; and

b. Your digital and online presence in any medium and on any platform throughout the world, whether currently existing or hereinafter devised, including without limitation, live streaming or recorded audio-visual content, photographs, videos, written documentation, blogs, vlogs, podcasts, audio recordings, and/or social media posts, relating to, arising out of, or in connection with, the Program, NZXT, or any of NZXT’s affiliates and partners (“Content”), will not contain subject matter that, is inappropriate, indecent, obscene, offensive, sexually explicit, pornographic, hateful, tortious, defamatory; promotes bigotry, racism, hatred or harm against any group or individual; promotes discrimination based on race, gender, ethnicity, religion, nationality, disability, sexual orientation, or age; promotes alcohol, illegal drugs, or tobacco; is inconsistent with the message, brand, or image of NZXT or its affiliates, is in violation of the terms of service of any third party platform or service, is unlawful, or is in violation or contrary to the laws or regulations of any jurisdiction in which your Content is created.

Third Party Services

NZXT may engage third party vendors in relation to this Program. Such vendors may process your personal information for the purposes of provision and administration of the Application and Program, to interact or communicate with you, and for other related activities and processes.

Privacy Statement

You agree that NZXT may use the content and information that you submit in your Application or via your participation in the Program, including, but not limited to personally identifiable information and Content to: (a) contact you about your Application or participation in the Program; (b) verify the information in the Application and your adherence to these Terms; (d) share the information with affiliates, authorized NZXT personnel, and third-parties as needed to provide and administer the Application and Platform (as detailed in our Privacy Policy); and (e) feature or credit you in relation to NZXT’s use of Your Content, although NZXT is not obligated to use Your Content. You acknowledge and understand NZXT’s Privacy Policy will govern NZXT’s use of the personal data you submit through your Application and participation with this Program.

Confidentiality

You acknowledge that any non-public information shared with you in connection with your Application to or participation in the Program are the confidential information of NZXT and you agree that you will keep such information strictly confidential, not disclose it to any third party, and not use it for any purpose other than as permitted in accordance to these Terms. Access to some NZXT content may require you to sign additional confidentiality terms. You may only disclose your status as a NZXT Partner provided you comply with your obligations under these Terms and do not (a) misrepresent or embellish the relationship between you and NZXT; and (b) express, suggest, or imply that we endorse you or your business or any other cause, concern, or organization.

Termination

In its sole discretion, NZXT may terminate the Program or your status as a NZXT Partner for any reason or no reason, effective immediately. As of the effective date of termination, you (a) must delete any reference to your status as a NZXT Partner and stop access to any NZXT Partner sites, channels, or platforms; and (b) may be asked to remove some or all of your Content.

Warranties and Disclaimers

a. By You. You represent and warrant that (a) your Content and any Feedback provided to NZXT by you is your original work or you obtained it in a lawful manner; (b) our and our sublicensees’ use and exercise of the rights and licenses granted by you pursuant to these Terms will not infringe or violate any rights of any third party; and (c) your Content will be in compliance with all applicable law and you are solely responsible for your Content and the consequences of posting or publishing it, including but not limited to any endorsements or testimonial you make regarding any NZXT product or service.

b. NZXT Disclaimer. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NZXT, ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, PARTNERS, SUPPLIERS, LICENSORS AND DISTRIBUTORS (COLLECTIVELY, THE “NZXT ENTITIES”) DO NOT MAKE ANY REPRESENTATIONS, PROMISES, OR WARRANTIES, EXPRESS OR IMPLIED, ABOUT THE PROGRAM, INCLUDING BUT NOT LIMITED TO ANY INFORMATION, CONTENT, OR MATERIALS CONTAINED THEREIN, ANY NZXT CONTENT PROVIDED TO YOU AND OR ANY NZXT PRODUCTS OR SERVICES PROVIDED TO YOU AS PART OF THE PROGRAM (TOGETHER, THE “PRODUCTS”). WE PROVIDE THE PRODUCTS “AS-IS,” “WITH ALL FAULTS,” AND “AS AVAILABLE.” YOUR USE OF THE PRODUCTS IS AT YOUR OWN RISK, AND WE DO NOT REPRESENT, PROMISE, OR WARRANT THAT THE PRODUCTS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. YOU UNDERSTAND AND AGREE THAT NO DATA TRANSMISSION OVER THE INTERNET OR INFORMATION STORAGE TECHNOLOGY CAN BE GUARANTEED TO BE SECURE, AND THE NZXT ENTITIES EXPRESSLY DISCLAIM ANY WARRANTIES, EXPRESS OR IMPLIED, TO THAT EFFECT. THE NZXT ENTITIES MAKE NO COMMITMENTS, PROMISES OR WARRANTIES ABOUT THE PRODUCTS OR ANY CONTENT LINKED THEREFROM, THE SUPPORT THEY MAY PROVIDE FOR PRODUCTS, THE SPECIFIC FUNCTIONS OF THE PRODUCTS, THE SECURITY OF THE PRODUCTS, OR THE PRODUCTS’ RELIABILITY, QUALITY, ACCURACY, AVAILABILITY, OR ABILITY TO MEET YOUR NEEDS, PROVIDE CERTAIN OUTPUTS OR ACHIEVE CERTAIN RESULTS. SOME JURISDICTIONS PROVIDE FOR CERTAIN IMPLIED WARRANTIES, SUCH AS THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, NON-INFRINGEMENT, AND ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE NZXT ENTITIES DISCLAIM ANY AND ALL IMPLIED OR EXPRESS PROMISES OR WARRANTIES ABOUT THE PRODUCTS.

Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE NZXT ENTITIES WILL NOT BE LIABLE TO YOU FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES OF ANY KIND OR NATURE, INCLUDING WITHOUT LIMITATION LOST REVENUES OR LOST PROFITS , WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT (INCLUDING, WITHOUT LIMITATION, THE BREACH OF THESE TERMS OR ANY TERMINATION OF THIS AGREEMENT), TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE AS RELATED TO THE PROGRAM, INCLUDING BUT NOT LIMITED TO ANY INFORMATION, CONTENT, OR MATERIALS CONTAINED THEREIN, OR THE PRODUCTS AND/OR THE USE THEREOF, EVEN IF THE NZXT ENTITIES HAVE BEEN WARNED IN ADVANCE OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE. IN NO EVENT WILL THE NZXT ENTITIES MAXIMUM AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED $100 USD.

Dispute Resolution

PLEASE READ THE FOLLOWING CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE DISPUTES WITH NZXT AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM NZXT.

To expedite resolution and control the cost of any dispute, controversy or claim related to these Terms or the Privacy Policy (“Dispute”), you and NZXT agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Los Angeles, California USA, before one arbitrator. The arbitration shall be administered by JAMS pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. Judgment may be entered in any court having jurisdiction. Notwithstanding the foregoing, NZXT may seek (and obtain) injunctive or other equitable relief in any court of competent jurisdiction. Without limiting or waiving any right or remedy to which NZXT or its assigns may be entitled under these Terms or applicable law, in the event of any actual or threatened breach of these Terms by you or on your behalf, NZXT would be irreparably damaged if these Terms were not specially enforced and, as such, you agree that NZXT shall be entitled, without the need to post bond or other security or provide proof of damages, to obtain injunctive relief or other equitable relief in any court of competent jurisdiction. You may not, in any circumstance, seek to enjoin or limit the availability of any of NZXT’s products or services. To the full extent permitted by law: (I) no arbitration shall be joined with any other; (II) there is no right or authority for any claim related to these Terms or NZXT’s products or services to be arbitrated on a class action basis or to utilize class action procedures; and (III) there is no right or authority for any claim to be brought in a purported representative capacity on behalf of the general public or any other persons. YOU AND NZXT AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and NZXT agree otherwise, the arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of a representative or class proceeding. THE PARTIES HEREBY WAIVE THEIR RIGHT TO JURY TRIAL WITH RESPECT TO ALL CLAIMS AND ISSUES ARISING UNDER, IN CONNECTION WITH, TOUCHING UPON OR RELATING TO THIS AGREEMENT, THE BREACH THEREOF AND/OR THE SCOPE OF THE PROVISIONS OF THIS SECTION, WHETHER SOUNDING IN CONTRACT OR TORT, AND INCLUDING BUT NOT LIMITED TO ANY CLAIM FOR FRAUDULENT INDUCEMENT THEREOF. YOU UNDERSTAND THAT, ABSENT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL.

FURTHER, YOU AND NZXT AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE PROGRAM OR THESE TERMS MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

Except as expressly provided otherwise, these Terms shall be governed by, and will be construed and enforced under, the laws, rules and regulations of the United States of America and the laws, rules and regulations of the State of California, excluding conflict of law rules and principles.

General Terms

a. Independent Contractor. You and NZXT are independent contractors and nothing in these Terms will be construed as establishing an employment or agency relationship between you and us. Neither party will have the authority to bind the other party by contract or otherwise, and neither party will hold itself out, expressly or impliedly, as having such authority.

b. Modification. NZXT reserves the right to change or modify these Terms without prior notice. You understand that if you continue to participate in the Program after such amendment of the Terms, such participation will indicate your acceptance of the amended Terms.

c. Severability. If any provision of these Terms is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement will remain in full force and effect, and the provision affected will be construed so as to be enforceable to the maximum extent permissible by law.

d. Waiver. The failure by a party to enforce any provision of these Terms will not constitute a waiver of future enforcement of that or any other provision by such party.

e. Assignment. You may not assign any of your rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent NZXT.

f. Entire Agreement. These Terms constitute the complete and exclusive understanding and agreement of the parties with respect to its subject matter and supersedes all prior or contemporaneous understandings and agreements, whether written or oral, with respect to its subject matter. Any waiver, modification or amendment of any provision of these Terms will be effective only if in writing and signed by a registered signatory of NZXT.