Snoobi Technology B.V. – Partnership Agreement 

1.Purpose                                                                                                               

This Partnership Agreement (“Agreement”) contains general terms and conditions for the Agreement between You (“Partner”) and Snoobi Techmnology B.V  (“Snoobi”). This Agreement sets out the terms for Partner and Snoobi to sell, deliver and service the Snoobi Analytics Suite of Services to the Customer (“Snoobi Service”). 
Partner and Snoobi are together referred to as “Parties” or separately as “Party” in this Agreement.

2. Definitions

”Customer”
Means end-customer or end-user to whom Snoobi and/or Partner sell the Snoobi Service

“Intellectual Property Rights”
Means all patents, inventions (whether or not patentable), industrial designs, utility models, trademarks and service marks regardless of whether they have been registered or otherwise formalized, trade secrets, licenses, formulas, logos, domain names, trade dress, techniques, copyrights, rights in designs (including design registrations and design rights), in each case whether registered or unregistered and including applications for grant of any of the foregoing and all rights or forms of protection having equivalent or similar effect to any of the foregoing which may now or at any time hereafter exist anywhere in the world.

“Commission”
Means the fee or discount the Partner is entitled to in accordance with this Agreement and thereto related Partner Terms

“MRR”
Means Monthly Recurring Revenue on the sales of the Snoobi Service to Customers.

”Partner Terms” 
Referral (also known as ‘Bronze’) Partner Terms

“Personnel”    Any director, employee, trainee, or contractor employed in some form by Partner.

3. Obligations of the Partner

Partner shall carry out obligations in accordance with this Agreement and applicable Partner Terms. 
Partner shall ensure that its Personnel are equipped with all the tools, software program licenses, computers, and other instruments necessary for the performance of the obligations under this Agreement.
Partner may not under any circumstances assign or subcontract any of its duties under this Agreement without the prior written consent of Snoobi.

4. Legal Position of the Parties

This Agreement is not intended to create a relationship such as a franchise, joint venture, or employment relationship nor partnership in law between the Parties. Neither Party may act in a manner which expresses or implies a relationship other than that of independent contractor.Partner or its Personnel shall have no right whatsoever to enter into any contract or to incur any liability or obligation or enter into any other binding arrangement on behalf of Snoobi other than expressly stated in this Agreement.

5. Right to Use

5.1 Snoobi Ownership 
Snoobi grants to Partner, at all times during the validity of this Agreement, the right to use Snoobi’s trademarks (especially SNOOBI® and Snoobi-logo) (“Trademarks”) and any current or future patent, copyright, design right or other Intellectual Property Rights of Snoobi in relation to the Snoobi Service, or the promotion, marketing and sale of the Snoobi Service and to the extent necessary for the purposes of exercising its rights and performing its obligations under this Agreement. 
Partner shall not:

1. Modify the text or description of the Snoobi Service, except to the extent that this is required in accordance with applicable law. Such modification shall not occur prior to Snoobi’s written consent, which shall not unreasonably withheld;
2. Alter or remove from the Snoobi Service any of the Trademarks, or the numbers or other means of identification used on or in relation to the Snoobi Service;
3. Use anywhere in the world any trademarks or trade names which so resemble any of the Trademarks as to be likely to cause confusion or deception;
4. Use any of the Trademarks as part of Partner’s corporate or business name; or
5. Apply for or register as a trademark or as a domain name (web-site) anywhere in the world any name or mark which is the same as or similar to any of the Trademarks or any domain name of Snoobi.
   
   Partner expressly covenants that it shall not, now or upon expiration of this Agreement, represent that it has any right or title to any Trademark or any other Intellectual Property Rights and it shall not, at any time, claim that the use of, or reference to, Trademarks by it in any manner has created any right, title or interest on its part in and to Trademarks or Intellectual Property.
   Partner shall promptly notify Snoobi of any actual, threatened or suspected infringement of any of the Trademarks or any Intellectual Property Rights, which comes to Partner’s notice, and of any claim or threatened claim by any third party that the importation of the Snoobi Service, or their sale, infringes the trademark or other intellectual property rights of any other person.

In addition, Snoobi may give Partner access to its marketing and sales materials such as logos, brochures, whitepapers, banners, photos, etc. In utilizing the materials, Partner agrees to:

• use the materials only for the purposes of performing the obligations under this Agreement;
• not modify, alter or otherwise change the materials without Snoobi´s prior written consent;   
• cooperate fully with Snoobi in order to maintain the materials; and
• use only the materials which are provided by Snoobi or expressly approved by Snoobi in advance of any such use.

5.2 Restrictions

Partner shall not do or attempt to do, and shall not permit any of the Customers or any third party to do, any of the following with respect to any or all of the Products and Services:  

1. use the Snoobi Service in a manner inconsistent with this Agreement, or in a manner that is contrary to applicable law, including but not limited to privacy and export laws.
2. use Snoobi Service to provide services for or on behalf of any third party or commercially exploit them in any other use than what has been agreed in this Agreement 
3. sell, resell, assign, sublicense, rent, lease, loan, provide, copy, reproduce, distribute, redistribute, license, sublicense, transfer, publish, make available, or otherwise transfer any of the Snoobi Service in a manner inconsistent with this Agreement;
4. compete in any manner with Snoobi, such as to build a competitive product or service or otherwise modify Snoobi Service or create derivative works or make derivative works based on them, including to build a product or service using any similar ideas, features, functions or graphics of them or to copy or modify any or all of them;
5. use any security testing tools in order to probe, scan or attempt to penetrate or ascertain the security of the Snoobi Service, or to otherwise engage in denial of service attacks;
6. damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm the Snoobi Service in any manner, including but not limited to any Snoobi system or the Snoobi’s sale of the Services to any third party, in whole or in part;
7. use the Snoobi Service for purposes of monitoring their availability, performance or functionality, or for any other benchmarking, comparison or competitive purpose;
8. disclose or publish any result of the performance of Snoobi Service without a written permission from the Snoobi
9. modify, reverse engineer, adapt, translate, decompile or otherwise derive the source code;
10. use any software in connection with the Snoobi Service that may require any or all of the Snoobi Service, or other Intellectual Property Rights of the Snoobi or its third party suppliers or licensors, to be disclosed or distributed in source code form, made available free of charge to recipients, or modifiable without restriction by recipients;
11. remove, modify or obscure any proprietary notices, labels or marks in or on any or all of the  Snoobi Service ;
12. xii. use the Snoobi Service in a way which knowingly violates the best practices then published by the Snoobi.

6. Costs

Each Party shall bear its own costs for the performance of its responsibilities under this Agreement and applicable Partner Terms attached as appendix to this Agreement unless otherwise agreed between the Parties.

7. Taxes

Any taxes imposed on the Partner’s Commission are for the Partner’s account. If Snoobi is required under applicable law to pay any Tax authority any withholding tax, charge or levy in respect of any payments due to Partner hereunder, Snoobi may deduct such withholding tax from applicable payments (Commisssions) due to Partner.

In the event any Tax authority informs any Party of any claim, assessment, notice of proposed audit adjustment or other dispute concerning an amount of Tax with respect to which the other Party may incur liability hereunder, the receiving Party shall promptly notify the other Party of such matter. Such notice shall contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and shall be accompanied by copies of any notice or other documents received from any Tax authority with respect to such matter. The Parties agree to cooperate with each other and with each other’s agents, including accounting firms and legal counsel, to enable each of them to determine more accurately its own Tax liability and to minimize such liability to the extent legally permissible.

8. Intellectual Property Rights

Snoobi or its’ group companies shall own any and all Intellectual Property Rights related to the Products and Services. 
Nothing in this Agreement shall be construed to transfer ownership of either Party’s Intellectual Property Rights and pending applications or registrations of the foregoing anywhere in the world or technology of either Party to the other Party expressly, by implication, or otherwise.  
Should the Partner infringe this clause 8, the Partner shall be liable to pay as liquidated damages to Snoobi one hundred thousand (100.000) euros per each infringement. Should the actual damage exceed the sum of liquidated damages, the Partner shall be liable to compensate all damages occurred. 

9. Indemnification

Snoobi shall indemnify, defend and hold Partner harmless from and against any and all claims, actions, damages, liabilities, losses, costs, suits or expenditures (including without limitation reasonable attorney’s fees and costs) arising, directly from any infringement or alleged infringement of Intellectual Property Rights of third parties attributable to Snoobi Service hereunder, provided that

1. Partner notifies Snoobi in writing immediately and within seven (7) days after being informed of such claim,
2. Snoobi is given control over the defense thereof and  reasonably cooperates in the defense at Snoobi´s expense, and
3. Partner will not agree to the settlement of any such claim, demand, action or suit prior to a judgement thereon without the prior written consent of Snoobi. Snoobi shall be liable for the damages awarded in a trial or agreed to be paid to a third party if the Partner has acted in accordance with the foregoing.

Notwithstanding Snoobi’s primary right to have control over defense, Partner may take necessary steps, at the expense of Snoobi, to defend itself until Snoobi assigns a counsel and initiates defense in a professional manner. 
In case any above claim, action or suit is addressed against Partner, Snoobi shall at its option and cost to

1. procure the continued right for Partner to continue the use of the infringing Snoobi Service,
2. replace the infringing Products or Service with an equivalent non-infringing Product or Service of equivalent function and performance while preserving compliance with the requirements under this Agreement, or
3. modify the infringing Snoobi Service to be non-infringing while preserving the compliance with the requirements under this Agreement. 

Snoobi shall not, however, be liable if the claim (nor is liable for damages)

1. is asserted by a company, which exercises control over Partner or which is controlled by Partner;
2. results from Partner (e.g. change of the Snoobi Service beyond Snoobi`s control;
3. results from use of the Snoobi Service in combination with any product or service not supplied by Snoobi; or
4. could have been avoided by the use of a changed Snoobi Service offered by Snoobi or corresponding product/service.

Snoobi’s liability for infringement of intellectual property rights shall be limited to this section “Indemnification“

10. Monthly Recurring Revenue

Subject to the terms of this Agreement, the Parties agree that Snoobi shall have the right to the Monthly Recurring Revenue (MRR) of the sales of the Products and Services to Customers in accordance with this Agreement. 

The Partner shall have a right to a commission or discount in accordance with the applicable Partner Terms attached as appendix to this Agreement (“Commission”). Commission shall be calculated on the net amount of the invoices, i.e. on the effective sales price clear of any additional charges and clear of all tariffs or taxes (including value added tax) of any kind, provided that such additional charges, tariffs and taxes are separately stated in the invoice.
Except as otherwise agreed, the Commission shall be calculated in the currency of euros. 
The Customer invoicing of the Products and Services shall be carried out in accordance with the Partner Terms.

11. Confidentiality

The Parties shall keep in confidence all material and information received from the other Party and marked as confidential or which should be understood to be confidential (“Confidential Information”). A Party shall have the right to: 

1. use Confidential Information of the other Party only for the purposes of this Agreement; 
2. copy Confidential Information of the other Party only to the extent necessary for the purposes of this Agreement; and
3. disclose Confidential Information of the other Party only to those of its’ Personnel or subcontractors who need to know Confidential Information of the other Party for the purposes of this Agreement.

The confidentiality obligation shall not be applied to material or information:

1. which is generally available or otherwise public; or 
2. which a Party has rightfully received from a third party without any obligation of confidentiality related thereto; or 
3. which a Party has developed independently without using material or information received from the other Party; or
4. which a Party shall disclose pursuant to a law, decree, or other order issued by the authorities or judicial order.

The confidentiality shall remain valid during the validity of the Agreement and three (3) years after the termination of this Agreement. The Parties are responsible to make sure that also their Personnel comply with the confidentiality.

12. Customer Data

The Intellectual Property Rights and the title to the Customer data shall belong to the Customer or a third party assigned by the Customer in writing.
The Parties are entitled to use Customer data only for the purposes of the agreement with the Customer. The Parties shall take all necessary measures to protect the Customer data according to the General Data Protection Regulation of the European Union. 
Both Parties are obliged to give the other Party the information related to the Customer-invoicing when so required. 

13. Liability for Damages 

The Party shall be liable for the direct damage suffered by the other Party as a result of the Party´s acts or omissions under this Agreement. The Party shall be liable for the work of its Personnel, agents and subcontractors. 
Neither Party shall be liable for loss of profit, or for any other special, consequential or incidental damages of any kind, nor for any loss or damage or any injury to person whatsoever, whether direct, indirect or consequential. 
No limitation of liability shall apply for any damage caused by a Party intentionally or by gross negligence, or through Intellectual Property Rights infringement Section 5.1 and Section 8, or breach of confidentiality Section 11.
Notwithstanding anything stated in this section 14, Snoobi shall only be responsible for damages proved to be due to its own intentional or serious act of negligence. The liability shall always be limited to not more than the amount corresponding the Snoobi’s preceding three (3) month’s Monthly Recurring Revenue (MRR). Compensation for damages must be claimed against Snoobi within a month from detecting the damage or when it should have been detected.

14. Force Majeure

Neither Party shall be held liable for any failure to perform due to circumstances outside the Party’s control (“Force Majeure”), including but not limited to; industrial disputes, strikes, lockouts, riots, mobs, fires, floods, wars declared or undeclared, civil strife, export restrictions, embargo, delivery delays, defects or shortages of raw materials from suppliers, power shortages, currency or other restrictions caused by reason of laws, regulations or orders by any government, governmental agency or instrumentality or by any supervening unforeseeable circumstances whatsoever beyond the control of either Party. The Parties shall jointly prepare a contingency plan to address the potential impact of any such event.

A Party whose performance is affected by an event of force majeure shall notify the other Party in writing thereof without delay, failing which its right to be excused from performance shall be barred, and of the cessation of the event of force majeure. In addition, that Party shall use all reasonable efforts to avoid or remove the cause and resume performance with minimum delay.

If the duration of the Force Majeure event exceeds or may be expected to exceed six (6) months, both Parties may terminate this Agreement without thereby incurring any obligation whatsoever in favor of the other Party.

15. Term and Termination  

15.1 Effectiveness and Termination
This Agreement shall enter into force upon signatures (either in writing or by agreed electronic form) by both Parties and shall remain valid until further notice.  (“Term”), subject to termination by either Party with a six (6) months´ written notice by either Party. 

15.2 Premature Termination
Without prejudice to any rights or remedies which the Parties may have against each other or to any other provision of this Agreement either Party may terminate this Agreement with immediate effect by a written notice if: 

1. any order is being made for the bankruptcy, liquidation or winding up (or any similar judicial process) of the other Party or the other Party entering into any composition or arrangement with its creditors or having a receiver or manager appointed of all or any part of its assets or undertakings or taking or suffering any similar action in consequence of a debt; 
2. any substantial change occurs in the ownership, legal structure, or financial situation of either of the Parties, or major change in the business operations of Partner; or
3. the other Party, irrespective of the reason, commits any material breach of the terms of this Agreement and does not remedy such breach (if capable of being remedied) within thirty (30) days of receiving notice of such breach from the other Party.

The termination of this Agreement for any reason shall not affect the continuance in force of any provision of this Agreement which is expressly or by implication intended to come into or continue in force on or after termination. 
Termination, expiration or cancellation of this Agreement shall not affect obligations and duties arising prior to termination, expiration or cancellation. 

15.3 Consequences of Termination
Upon termination, expiration or cancellation of this Agreement for any reason Partner shall: 

1. cease to promote, market or advertise the Snoobi Service, or to make any use of the Trademarks or any Intellectual Property Rights or any marks confusingly similar to it;
2. cease to represent in any manner that Partner has been designated by Snoobi to promote or sell Snoobi Service; and
3. Partner shall, at its own expense, within one (1) month send to Snoobi all samples of the Snoobi Service and any advertising, promotional or sales material relating to the Snoobi Service then in the possession of Services.

Partner shall not be entitled to any kind of indemnity for goodwill or similar compensation or damages, when this Agreement expires or shall be terminated.
In case this Agreement is terminated on whatever the reason, Snoobi is entitled to take over the Customer, and agree on the maintenance and any other needed Snoobi Service with the Customer and /or assign the Customer another Partner so that the Customer needs will be satisfied in connection with the Snoobi Service

16. Other Terms

16.1 Non-solicitation 
The Partner shall further strictly be prohibited during the term of this Agreement and twelve (12) months thereafter from recruiting or soliciting to recruit directly or indirectly any director, consult, representative, employee or trainee employed by Snoobi. Should a recruitment or other engagement as described above nevertheless occur, the recruiting Party shall be liable to pay as liquidated damages to the other Party an amount twelve (12) months’ salary of the recruited director, employee or trainee when he/she was employed by the other Party.

16.2 Personal Data
Snoobi is not obliged to share with Partner any of the personal data of the Customers (or any natural persons representing the Customer or providing services or work for them) who have executed an agreement with Snoobi.
If the Partner wishes to keep personal data concerning any Customers for its own internal use, the Partner must obtain prior consent from the respective Customers directly (or any natural person representing the Customer or providing services or work for them). Partner shall process the personal data in compliance with the European General Data Protection Regulation (GDPR). Partner shall always be responsible for ensuring that the personal data on data subjects is processed and gathered in accordance with GDPR. 

16.3 Governing Law
This agreement shall be governed by the laws of The Netherlands. 

16.4 Amendments
Snoobi reserves all the rights to amend this Agreement and Partner terms. Snoobi shall notify Partner of any updates or amendments to this Agreement or applicable Partner Terms through email to the designated contact of the Partner defined for the partnership. If the Partner does not agree with the amendments to the Agreement or the Partner Terms, the Partner may terminate the Agreement with a three (3) months written notice.

16.5 Disputes
In the event any dispute arises in connection with this Agreement the Parties shall attempt to settle them through negotiations. If the negotiations are not successful, any dispute arising out of or in connection with this Agreement shall be finally settled in accordance with the Rules of the International Chamber of Commerce (ICC) in The Netherlands by one or moe arbitrators. The language of the arbitration shall be English. The place of the arbitration shall be Amsterdam, Netherlands.

16.6. Assignment 
A Party does not have a right to transfer this Agreement or part of it without other Party’s prior written approval. However, Snoobi has a right to transfer the rights and obligations under this Agreement to a third party. For the avoidance of doubt, a merger or a sale of any or all of Partner’s business assets shall be interpreted as an assignment for the purposes of this Agreement.

16.7. No exclusivity
This Agreement shall not restrict Snoobi to enter into any type of partner agreement with other parties or to arrange the sales and marketing of the Products and Services.

Appendix 1 – Referral (‘Bronze’) Partner Terms

Referral Partner (also known as ‘Bronze Partner’ shall provide Customer leads to Snoobi who will sell, deliver and invoice the Products and Services to the Customer. 

Qualifications:
There are no qualifications for Referral Partners. Anyone wishing to provide Customer leads to Snoobi can become a Referral Partner.
Compensation:
(1) Snoobi shall pay the Referral Partner a Referral fee equal to twenty percent (20%) of the Monthly Recurring Revenue (MRR) received by Snoobi from the sale of the standard Snoobi Service to Customers referred by the Referral Partner up to a maximum of twenty-four (24) months starting from the beginning of the Customer agreement.  Thereafter, no additional commissions shall be paid to the Referral Partner, even if the Customer renews its subscription for Snoobi’s Products and/or Services.
(2) Snoobi shall pay the Referral Partner a Referral fee equal to ten percent (10%)  of Customer-specific development, training or paid and invoiced customer service assignments and projects referred by the Referral Partner for the duration of the Customer’s subscription to the Snoobi Service.
(3) Snoobi shall report the MRR sales amounts of the Products and Services to Partner every three (3) months. The Referral Partner is entitled to invoice the Referral fee from Snoobi according to the reports. Snoobi shall make the Referral fee payments within thirty (30) days of the receipt of a valid invoice. If Partner fails to invoice any Referral fee within three (3) months of being informed by Snoobi then these Referral fee will be void and any claim to these Referral fees will cease.

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