CONTRACT FOR THE PROVISION OF ONLINE SERVICES OF A PARTNERMIND™ LICENSE ™
This CONTRACT (“Contract”) is made on 00-00-0000
(“Start Date”) by and between Sponsorium International Inc.
(“Supplier”) and Customer Name here (“Licensee”)
Whereas Partnerwise SA is the licensee of a cloud solution under the name PartnerMind™ (“Online Application”) for the territory of Switzerland of which Sponsorium International Inc. is the provider (Provider).
Whereas the Licensee wishes to use the Online Application by subscribing to the services of the Provider (“Services”);
Whereas Appendix A is an integral part of this Agreement.
The Parties agree as follows:
- SERVICES
1.1 The Supplier offers Services that are defined by a performance indicator that assists in the evaluation of applications and partnerships, support, patronage and sponsorship, activation and portfolio management activities, including reporting and budgeting. The Services include: an intuitive interface, data transmissions, as well as data storage, as described in Appendix A under the paragraph “Description of the Online Application”.
1.2 Upon the signing of this agreement by both Parties, the Supplier shall provide the Licensee with the access codes (“Access Codes”) to the Online Application for the term of this agreement.
1.3 The Licensee shall not have to pay anything if the Supplier upgrades the Online Application under this agreement.
1.4 During the term of the Agreement, the Provider will provide a support service to users by telephone, email or videoconference related to the use of the Online Application as described in Appendix A under paragraph 3 “User Support”.
- DURATION OF CONTRACT
The term of the contract is 00 months from the Departure Date, and may be cancelled or renewed on each twelve-month anniversary date [cancel on a multi-year contract] upon written notice 30 days prior to the expiry date, in accordance with paragraphs 16 and 17 of this contract. Unless terminated in accordance with the conditions set out in Annex A below, it shall be renewed by tacit renewal.
- LICENCE
3.1 The Provider grants the Licensee a non-exclusive, limited worldwide license (“License”) for the number of users and the number of domains (the “Restriction”) as described in Appendix A in the “Annual License Fee” paragraph to enable Licensee to use the Online Application and use the Services under the terms and conditions hereof.
3.2 The Licensee undertakes that the Online Application and Services will only be used by its employees and advisors (see 3.3 below). The Licensee may use the Online Application and the Services for its internal business purposes, in accordance with the terms and conditions of this agreement
3.3 The Licensee may permit its independent service providers or subcontractors (including marketing consultants) to use the Online Application in accordance with the terms and conditions hereof (including the Restriction) for the sole purpose of assisting or assisting the Licensee in its operation. The Licensee shall require each such third party to comply with the terms and conditions of this agreement and shall be responsible for the use of the Online Application by such third parties.
3.4 The Licensee agrees not to, directly or indirectly, reverse engineer, decompile, disassemble or otherwise attempt to discover the source code or underlying ideas or algorithms of the Online Application; modify, translate, or create derivative works based on the Online Application; or rent, lease, distribute, sell, resell, assign, or otherwise transfer the rights to the Online Application; use the Online Application for timeshare or service desk or otherwise for the benefit of any third party.
3.5 Because the Online Application is the property of the Provider, the Licensee may not publish or publicly disclose to any third party any evaluation of the Online Application without the prior written consent of the Provider.
- LICENSEE DATA
4.1 The Provider considers the Licensee’s data as well as the answer data from the web questionnaire to be the personal property of the Licensee. It is Supplier’s policy not to review Licensee’s data except upon request or to provide technical support. The Supplier will not use the Licensee’s data for its own benefit or that of any third party.
4.2 Termination of Contract. At the end of this contract the data (and any copy on any medium) will be returned to the Licensee in .csv format or destroyed, as directed by the Licensee. The data to be returned will include, if applicable, the main system fields (general fields, contacts, comments, budget), additional fields, and online forms (questions, answers, and scores). Attachments may also be attached in a ZIP format, to the extent that the Licensee can provide a means of electronic transfer (i.e. FTP, Cloud Drive or equivalent). Any additional work requested by the Licensee, which does not infringe on the Supplier’s intellectual property, will be invoiced at an hourly rate of CHF 180 excluding VAT.
4.3 PartnerMind is ISO 27001 certified, complies with GDPR standards, has 24/7 connection availability status monitoring, commissions an independent third party with annual data penetration tests to certify security, and hosts the Licensee’s data on Azure’s servers in Switzerland. All data, including ‘at rest’, is encrypted in all phases of the process. Data is protected by enterprise-grade firewalls and intrusion prevention software.
4.5 Analysis. The Provider reserves the right to run analyses of all data entered on its servers in order to measure the efficiency of its servers and systems, to optimize performance, to ensure compliance with this License.
- CONFIDENTIAL INFORMATION
5.1 For the purposes of this Agreement, the term Confidential Information includes any business or technical information or documentation, as well as any other data made available, directly or indirectly, by one of the Parties to this Agreement (the “Registrant”) to another Party to this Agreement (the “Recipient”), or received by one of the Parties to this Agreement during the term of this Agreement. Confidential Information includes the Online Application and any other software, data, processes, documentation, and other information considered by the Notifier to be confidential and that: (i) is provided to the Recipient in writing or in any other concrete form, or (ii) is transmitted to the Recipient verbally or by inspection, or (iii) any other information transmitted or obtained that the Notifier considers to be confidential and proprietary.
5.2 During the Initial Term, the following Terms, and after these Terms, any Confidential Information transmitted to or obtained by a Recipient in connection with or the transmission of the Services shall be kept confidential and shall not be disclosed by the Recipient.
5.3 Nothing in this Agreement shall limit or preclude, in any way, the right of either Party to use, transmit, or otherwise manage any information that: (i) was in the possession of the Recipient prior to the initial receipt of the relevant information, which was free of obligation of confidentiality; (ii) is at this time or will become, without prejudice to the Recipient, generally available to the public on a non-confidential basis; (iii) was or is unrestrictedly available to the Recipient from a source other than the Notifier, which source lawfully received and transmitted the Confidential Information; (iv) becomes unrestricted to a third party with the knowledge of the Registrant; (v) is hereinafter independently developed by or for the Recipient or an affiliate or someone who did not have access, directly or indirectly, to the Notifier’s Confidential Information, or (vi) is published with the permission of the Registrant.
5.4 The Licensee shall remain the owner of all its data (including the Licensee’s Confidential Information) provided to or received by the Supplier during the term of the Agreement. Licensee’s data and Confidential Information shall be provided for the sole purpose of satisfying this agreement and Supplier shall have no right or license to such data or Confidential Information.
- LICENSEE’S SAFETY RESPONSIBILITIES
In accordance with the security requirements deemed necessary by the Licensee, the Licensee shall implement appropriate security measures to limit access to the Online Application to its users, to prevent unauthorized access to the Online Application by third parties and to modify its Access Codes on a regular basis. Licensee shall notify Provider immediately if there is a breach of security or unauthorized use of the Services.
- INDEPENDENCE OF THE PARTIES
Supplier is an independent company and is not an employee, agent, partner, or in service or business with Licensee outside of this Agreement. The Licensee shall determine to the Supplier the services to be provided by the Supplier, but the Supplier alone shall be able to decide how the Services will be rendered. The Supplier shall pay salaries and other amounts due to its employees in connection with this contract and shall be responsible for all reports and obligations relating to social security, withholding deductions for income tax, unemployment insurance, and other similar matters.
- FEES
In consideration of the provision of the Services and the License, the Licensee shall pay to the Supplier the fees described in the paragraph of Appendix A “License Fees” and “Installation, Training, Knowledge Transfer”.
- ACCESS TO THE ONLINE APPLICATION
The Licensee is responsible for obtaining all hardware, software and services necessary to use the Online Application and access the Services, including, without limitation, any computer and any service of an Internet service provider.
- ASSIGNATION
This agreement is non-transferable and may not be reassigned by Licensee without the prior written consent of Supplier.
- INTELLECTUAL PROPERTY RIGHTS
11.1 The title rights and full ownership of the Online Application made available to the Licensee under this agreement shall at all times remain with the Provider. The Licensee understands and acknowledges that the Online Application is strategic information and a trade secret belonging to the Supplier, regardless of whether or not a portion is or may be validly copyrighted or patented.
11.2 The Licensee acknowledges that the Provider has exclusive rights, title and interest in the Online Application. All patent rights, copyrights, trademarks and trade secrets in the Online Application and modifications made at the request of the Licensee are and shall remain the exclusive property of the Provider. Licensee agrees that it will not take or cause any action, at any time, that would diminish or tend to diminish any part of Supplier’s said rights, title or interests. Licensee agrees that its use of the Online Application will not create, in favor of Licensee, any right, title or interest in the Online Application other than as specified in this agreement.
11.3 In connection with the Services, the Supplier may develop inventions, technologies, methodologies, techniques, trade secrets, know-how and other intellectual property relating to, but not limited to, the provision of remote IT services, information technology services, telecommunications services, data networks and data management centres. Except as provided in this Agreement, ownership of all intellectual property rights and other rights, titles, and interests in all intellectual property cases automatically remains the exclusive property of Supplier.
- DISCLOSURE
12.1 The Licensee shall not disclose to any third party any of the elements of this Agreement, except in the event that it is compelled to do so by reason of a decree, court order, statute or legislation, or when the Licensee deems disclosure necessary to its auditors, accountants, bankers, lawyers, or government agencies.
12.2 The Licensee may make at its own expense the necessary number of copies of the documentation provided by the Supplier for its purposes or for use of the Online Application.
- LIMITED WARRANTY
13.1 The Supplier warrants that it will provide the Services, using qualified persons, within the normal industry timeframes. The Provider does not warrant that the Services, the Online Application or any other software used by the Licensee are error-free.
13.2 The Licensee shall notify the Supplier in writing, within thirty (30) days of delivery of the Services, of any claim where the Supplier has failed to perform the Services under this contract. If, in the opinion of the Supplier, the Services delivered by it do not conform to the contract, its sole obligation under this warranty shall be to make the Services conform to this contract in accordance with the Supplier’s standard business practices.
- LIMITED LIABILITY
14.1 The Supplier shall assume its liabilities, as expressly stipulated in this contract, and shall have no other obligation, duty, or any other contractual liability, fault (including negligence) or other liability of any kind to the Licensee. The limitations, exclusions and waivers set forth in this Agreement shall apply regardless of the nature of any claim or demand by Licensee, including, but not limited to, breach of contract, negligence, fault or any other legal theory and shall survive one or more material breaches or failure to meet the primary purpose of this Agreement or any remedy to remedy it.
14.2 The Licensee agrees that the Supplier’s liability arising out of this contract, whether negligence, fault or warranty, shall in no event exceed the amount paid by the Licensee for the Services.
14.3 Neither Party shall be liable or liable for any loss, damage or problem incurred by the other or any third party, to the extent that such loss, damage or problem arises from the failure of either Party to comply with its obligations under this Agreement.
14.4 The Licensee agrees to indemnify and hold harmless the Supplier, its affiliates, employees, officers, directors and shareholders from and against any and all claims, suits, suits or proceedings (“Claims”) brought, including damages, costs (including legal fees) or judgments rendered against the Supplier arising out of or arising out of: (i) a claim by any person or entity whose claim is related to the Licensee’s use of the Online Application or by its actions; (ii) a breach by Licensee under this Agreement or (iii) Licensee’s failure to comply with applicable laws. Supplier shall promptly give Licensee written notice of such claim, permit Licensee to defend and/or settle such claim, and provide Licensee with any reasonable information and assistance requested in connection with such claim.
- TERMINATION
This contract may be terminated as follows:
15.1 by the Licensee, at least thirty (30) days before each anniversary date of the contract by registered letter with acknowledgement of receipt.
15.2 by the Supplier if the Licensee becomes in default of any payment due to it under this Agreement and the Licensee fails to remedy such default within twenty (20) days of receipt of written notice from the Supplier requesting the Licensee to remedy such default;
15.3 by Licensee by written notice to Supplier within thirty (30) days of Supplier’s receipt of a change in the Services, including any change in policy, pricing or fees for the Services;
15.4 by either Party in the event that the other Party fails to perform its duties, obligations or liabilities under this Agreement and fails to remedy such breach or provide the other Party with an acceptable remedy within sixty (60) days of the receipt by the Defaulting Party of notice describing the breach; or
15.5 by either Party in the event that: (i) a trustee in bankruptcy, curator, administrator, or trusteeship is appointed to replace the other Party; (ii) the other Party enters into bankruptcy protection; (iii) any proceeding is commenced against the other Party under the law of bankruptcy, insolvency or creditor protection, and such proceeding is not settled or terminated within fifteen (15) days after the commencement of such proceeding; or (iv) the other Party is liquidated or dissolved.
- EFFECTS OF THE TERMINATION
Except for any other written contract between the Parties, upon termination of such contract:
16.1 the Supplier shall have the right to immediately cease providing the Services;
16.2 the Supplier shall have the right to immediately discontinue the Licensee’s access to the Services;
16.3 The Licensee shall pay any amount due to the Supplier under this Agreement up to the date of termination;
16.4 the Supplier shall reimburse the Licensee for any amount due under this Agreement up to the date of termination;
16.5 The Licensee shall immediately and permanently ensure that its Users and any third party cease to use, in any way, the Online Application, the Access Codes and the documentation of the Online Application; and
16.6 The license granted in paragraph 3 of this Agreement shall terminate automatically.
- NOTICE
Any notices, claims or demands that either Party is required or wishes to make to the other Party shall be deemed to be given (a) if given in person, on the date of such transmission, or (b) if sent by registered or certified mail, prepaid with receipt, on the date shown on such receipt, or (c) upon delivery by a courier service displaying the date of delivery, or (d) by email, as evidenced by the date of the email. The above-mentioned notices should be addressed as follows:
To the licensee:
Company Name
Address (line 1)
Address (line 2)
Country
Attn: Contact Name
Email: contact email
To the supplier:
Sponsorium International inc.
1981, Ave McGill College, bureau 1200
Montréal, Québec H3A 0G6 Canada
Attn: Paul Pednault
Email: paul@sponsor.com
- FORCE MAJEURE
Neither Party shall be liable for any loss, damage, or delay resulting from an event beyond its control (“Force Majeure”); the delivery or performance dates of the Services will be postponed according to the delays resulting from a Force Majeure event.
- RESTRICTIONS
The Licensee agrees not to transmit or permit its employees to transmit, through the Services, any material that is unlawful, defamatory, abusive, threatening, harmful, vulgar, obscene, offensive or that may cause harassment. Licensee will only use the Online Application and Services for lawful purposes in compliance with all applicable laws, including but not limited to copyright, trademark, obscenity and defamation laws. Illegal activities may include, but are not limited to, storing, distributing or transmitting any illegal material, attempting to compromise the security of any network or site, or making direct physical threats. Licensee agrees to defend, indemnify and hold Provider harmless from and against any claim or action arising out of Licensee’s use of the Online Application or Services, including the payment of any legal fees or costs.
- MISCELLANEOUS CLAUSES AND PLACES OF JURISDICTION
This document, including its annexes, constitutes the final and comprehensive expression of the will of the Parties. It contains all the agreements between the Parties and may not be supplemented or interpreted by words or writings prior to or simultaneous with this writing. It may be supplemented or modified by means of an addendum signed by the Parties. The Sponsorship International Inc. Agreement is subject to Swiss law. The place of jurisdiction for this contract is Geneva
- VARIA
21.1 This Agreement constitutes the sole and entire agreement between the Parties and supersedes all other prior agreements, representations, agreements, dispositions, communications and negotiations between the Parties. No other warranty, representation, agreement, or other terms and conditions not included in this Agreement shall have any effect or force of law.
21.2 Any payment required in this contract will be transferred electronically to the bank account of Partnerwise AG in CHF.
21.3 Any waiver granted, on one or more occasions, of any term, provision or condition contained in this Agreement, shall not be acknowledged or shall not become a continuing waiver and shall not become a waiver of any other term, provision or condition. Any waiver or modification of this Agreement must be ratified by an authorized officer of each Party.
21.4 If any provision of this contract is invalidated by a court, that provision shall automatically be harmonized to meet the minimum standards of the law on that date, and thus harmonized, shall become a provision of this contract as if it had originally been inserted therein. In the event that the said provision cannot be harmonized to meet the minimum standards of the law, then this provision will be recognized as being deleted from this contract, as if this provision had never been included in this contract. In all cases, the other provisions of the contract will remain in force.
21.5 The provisions contained in this Agreement, which by their nature are intended to survive the termination or expiry of this Agreement, shall survive it, including but not limited to paragraphs 5, 11, 12, 16, 17 and 21.
IN WITNESS WHEREOF, the Parties have read and approved this Agreement, which shall be effective on the Start Date.
LICENSEE’S NAME HERE Sponsorium International inc.
by: _______________________ by: _______________________
Name: Contact name here Name: Paul Pednault
Title:Title here Title: Président
APPENDIX A
to
CONTRACT FOR THE PROVISION
OF ONLINE SERVICES OF A PARTNERMIND™ LICENSE TM
This Annex (“Schedule”) is part of the CONTRACT FOR THE PROVISION OF ONLINE SERVICES OF A PARTNERMIND™ LICENSE dated 00-00-0000 (“Agreement”) between Sponsorium International Inc. (“Supplier”) and customer name in this case (“Licensee”).
1. Description de l’Application en ligne
The Online Application is defined as a cloud-based solution equipped with a performance indicator that assists in the evaluation of requests and partnerships, activation and management functionalities, including reports and budget.
The Licensee will have access to the following modules in the Online Application:
- Request Management
- Partnership Management
- Data Management
- Reports & Statistics
- Supervision
- Approvals
- Evaluations
- Budget
- Audit
- System Settings
2. Technical Support :
The response time for technical defects will be as follows:
Critical defect. Within 24 business hours of the discovery of a critical defect rendering the Online Application unusable or causing significant deficiencies, Supplier will: (i) assign personnel to correct the defect and (ii) commence work to provide a solution to Licensee. The Supplier will make corrections within ten working days or in accordance with any other agreement agreed between the Parties.
Significant defect. Within 24 business hours of the discovery of a material defect affecting the performance of the Online Application or restricting Licensee’s use of the Online Application, Supplier will: (i) assign personnel to correct the defect and (ii) commence work to provide a remedy to Licensee. The Supplier shall make corrections to the Licensee within thirty business days or as otherwise agreed upon by the Parties.
Minor defect. Supplier will use all reasonable efforts to correct a minor or superficial defect in the use of the Online Application at its next upgrade.
3. User Support:
For the duration of the contract, the Licensee will benefit from user support by phone, email, or videoconference, from Monday to Friday, except for official holidays, and will receive a same-day response to any support request. Help is available at all times at support@partnermind.ch.
4. Connection Availability :
4.1 The Supplier shall ensure that the Online Application is available to the Licensee 99.9% of the time within any month. The service will not be considered unavailable if such event is caused by a third party outside of the Provider’s direct control (i.e. Internet congestion or failure of the Internet Provider’s availability) or is due to the Licensee’s equipment or its own availability to the Internet service (i.e. Licensee’s firewall or VPN link).
4.3 Maintenance may be scheduled from time to time in the Data Center where the Online Application is hosted. Supplier shall notify Licensee at least 24 hours in advance of any planned maintenance. The Provider agrees to give preference to times when the Licensees’ use of the Online Application is historically lower to carry out its maintenance. The Supplier is permitted to perform emergency maintenance as required.
4.4 The provisions of this paragraph are the sole remedies for any claim by the Licensee in connection with connection availability.
4.7 Monitoring. The availability of the web server and the Internet connection is checked every minute. The Supplier’s system administrator is alerted immediately to any failure.
5. Annual License Fee:
| Product / Service | Annual price CHF, excl. VAT |
| PartnerMind Platform Private access with password. | 9’000 |
| Application Form – Quantity: 0 Or other special forms, such as third parties. | 0 |
| Active Users – Quantity: 0 Any user who modifies or enters data into the platform. | 0 |
| ANNUAL TOTAL | CHF |
In consideration of the Services and the License, the Licensee shall pay to Partnerwise SA, within 30 days of the signing of this Agreement, the sum of CHF00,000.
6. Installation, training, knowledge transfer:
The expected costs for installation, training and knowledge transfer will be CHF0,000.
7. Options :
- A first graphic draft including the logo and design of the Licensee to the web questionnnaire is included. If the licensee wishes to further modify the appearance of the web questionnaire, graphic work is available at an hourly rate of CHF 180 excluding VAT. The appearance only affects the web questionnaire and not the Online Application. The Licensee agrees that the « © Sponsorium » notice will not be removed.
- Additional training sessions are available at a rate of CHF 180 excl. VAT per hour, plus fees, if applicable.
- If the Licensee allows applicants to include attachments in its web questionnaire, all attachments belonging to rejected or disqualified projects will be destroyed after 12 months of receipt. However, all attachments belonging to projects selected by the Licensee will be kept free of charge for a period of three (3) years. All internal attachments (those entered by the Licensee’s personnel – e.g. contracts, press reviews, etc.) may be hosted free of charge for a period of five (5) years. If the Licensee wishes to retain attachments beyond their permitted limit, then a hosting fee will be submitted to the Licensee who will then decide on the course of action.
8. Invoicing :
Any invoice to the Licensee will be sent electronically to the following email address: email address here.