Partnership Agreement

No.VIIN.PA.CON.18052​3

Note

Last revision: May 18, 2023.

This Partnership Agreement is an integral part of the Terms & Policies publicly available on the website viindoo.com , with connections and references to other policies within this Terms & Policies set.

We recommend that you carefully read the content of this Partnership Agreement to better understand your rights and obligations before registering to become a Partner of Viindoo.

Clicking on the “Buy Now” button means that you agree that this Partnership Agreement is established as an electronic contract, legally binding between both Parties.

1. Agreement Content

1. Scope of the Agreement

   You are designated as an authorized entity to purchase Viindoo Enterprise Management Software (hereinafter referred to as “Viindoo Software”) under the preferential policy stated in Section 2 of this Partnership Agreement, acting as a Partner of Viindoo (“Partner”) when distributing Viindoo Software to customers.

2. Non-exclusivity

   1. This Partnership Agreement does not stipulate any preferential provision of Viindoo Software to a specific partner against other partners, distributors, or customers.

   2. Viindoo grants the Partner non-exclusive, unrestricted, and non-transferable distribution rights for Viindoo Software during the effective period of this Partnership Agreement.

3. Principles

   1. No provision in this Partnership Agreement is to be understood as establishing a relationship between Viindoo and the Partner for the purpose of forming a joint venture entity and/or one party acting as a business advisor/legal representative or an entrusted party or any other form of investment between the two Parties.

   2. The Partner is not to accept or create any obligations or responsibilities, either explicitly or implicitly, on behalf of Viindoo or under the name of Viindoo.

2. Preferential Policy for Partners

1. Viindoo Partnership Policy

   1. When participating in Viindoo’s preferential policy under this Partnership Agreement (briefly called “Viindoo Partnership Policy”), you are entitled to the benefits and preferences as stated in the table below:

      Viindoo Partnership Agreement	Ready	Bronze	Silver	Gold
      Identity Partner
      Presence on the website https://viindoo.com	x	Bronze section	Silver section	Gold section
      Obligatory use of the domain name “viindoo.cloud”	Yes	x	x	x
      Obligatory use of the brand name “Viindoo”	Yes	Yes	Yes	Yes
      Training Benefits
      Training on the features of Viindoo Enterprise Management Software (Viindoo Software)	x	8 hours	15 hours	30 hours
      Technical Training	x	x	x	20 hours
      Training on project management and implementation methods	x	x	x	18 hours
      Guidance and sales support on an hourly basis	x	8 hours	15 hours	18 hours
      Sales Benefits
      Viindoo SaaS commission	5%	20%	30%	40%
      Number of simultaneous trial instances	10	15	20	30
      Number of trial instance extensions	x	1	2	3
      Leads allocation	x	Yes	Yes	Yes
      Customization
      Viindoo customizes the features of Viindoo Software at the Partner’s request for a fee: 108,00 USD/day/Experienced Developer; and 180,00 USD/day/Project Manager.	x	Yes	Yes	Yes
      Support Sales
      Provided with a sales support toolkit	Yes	Yes	Yes	Yes
      Provided with an implementation consultancy toolkit	x	Yes	Yes	Yes
      Resources Access
      Reseller Dashboard - Instance management system	Yes	Yes	Yes	Yes
      Can use API (1)	x	x	x	Yes
      Access to Viindoo Standard Addons source code (2)	Yes	Yes	Yes	Yes

      (1) The feature is currently under development, Viindoo will notify the Partner when it is officially implemented.

      (2) Viindoo will grant access after receiving the Github account provided by the Partner.

   2. Depending on Viindoo’s decision, the Viindoo Partner Policy may change at different times (but not more than once in a calendar year) to align with market conditions and Viindoo’s other sales policies. Viindoo will notify the Partner about adjustments to the Viindoo Partnership Policy at least 10 days before the effective date.

2. Partnership Account

   1. At the time of joining the Viindoo Partnership Policy, you need to create an account to complete the necessary registration procedures. After completing the registration, this account will be granted access and perform operations to purchase Viindoo Software, activate accounts for customers (briefly called “Partnership Account”).

   2. The Partnership Account provides the Partner with a full set of sales support tools and Viindoo resources, as well as statistical information, order tracking, and achieved revenue.

3. Viindoo SaaS Commission

   1. You will receive Viindoo SaaS Commission calculated based on the listed selling price on the website: https://viindoo.com/pricing. Viindoo does not make any recommendations nor interfere with the selling price of Viindoo Software of any Partner.

   2. At the time of purchase, the Partner is obliged to pay 100% of the order value by the methods accepted in the Payment and Refund Policy. Viindoo pays the Viindoo SaaS Commission by directly discounting on each order incurred.

4. Term of the Viindoo Partnership Policy

   1. The Partner enjoys benefits and rights according to the Viindoo Partnership Policy for 12 months from the date of full payment of the annual fee (“Partnership Recurrence”).

   2. The Partnership Recurrence is automatically renewed for a term of 12 months for each renewal.

3. Conditions for Participating in the Viindoo Partnership Policy

1. Partner Levels

   1. Viindoo’s Partners are divided into 4 levels: Ready, Bronze, Silver, and Gold with different benefits and conditions to be met.

   2. Right on the Website, you can immediately register to participate in the Viindoo Partnership Policy with the partner rank of “Ready” or “Bronze” by clicking on the Buy now button and completing the annual fee payment procedures.

2. Annual Fee

   1. The annual fee is a fee, including value-added tax, paid for one Partnership Recurrence and is a non-refundable fee under any circumstances.

   2. The Partner is obliged to pay the annual fee for the renewed Partnership Recurrence within 15 days from the date of receiving the invoice issued by Viindoo. The Partner will continue to receive the benefits and incentives according to the level of the previous Partnership Recurrence until the obligation to pay the annual fee under this term is completed.

3. Upgrade / Downgrade Partner Level

   1. Evaluation Conditions

      At the evaluation times as stipulated in Sections 3.3.b and 3.3.c below, the upgrading/downgrading of the Partner level will be based on the following conditions:

      No.	Conditions	Ready	Bronze	Silver	Gold
      i	Annual fee (USD/year)	432,00	1.980,00	1.980,00	1.980,00
      ii	Number of certified consultant staff	x	1	2	3
      iii	Number of new Viindoo SaaS user accounts created within the year	x	10	90	180
      iv	Instance retention rate	x	x	70%	80%

      (ii) Certification as a Consultant is a condition to ensure that you have enough basic knowledge and business about Viindoo software to serve sales well, achieving the best revenue. When contacting Viindoo, the Partner will be provided free learning materials and certification tests;

      (iii) “Number of new Viindoo SaaS User Accounts created” will not record the number of renewal transactions for User Accounts created previously; and

      (iv) “Rate of Refunded Instances” is understood as the ratio of Instances for which the Partner’s customers have paid renewal fees (excluding the number of new Instances created).

   2. Upgrade Partner Level

      1. Viindoo evaluates the results of the conditions in the table every 30 days from the start date of the Partnership Recurrence. If all criteria are met, the Partner level will be automatically upgraded to a higher level.

      2. At any time of the Partnership Recurrence, “Ready” level Partners will be upgraded to a higher level after paying the difference in the annual fee for the remaining time of the Partnership Cycle. At the same time, the Partnership Recurrence will be extended by 12 months.

      3. Partners at the “Bronze” and “Silver” levels will enjoy the benefits and privileges of a higher level after upgrading during the remaining time of the Partnership Recurrence.

   3. Downgrade Partner Level

      On the last day of the Partnership Recurrence, if the conditions to maintain the current level are not met, the Partner will be downgraded to a lower level with corresponding targets. In this case, the benefits according to the downgraded level will be applied immediately.

4. Intellectual Property, Logo, Image, and Trademark

1. Viindoo retains all intellectual property rights to the Viindoo Software provided to the Partner under the Viindoo Partnership Policy, including information, images, logos, videos, Viindoo’s trademarks, technical documents, training materials/videos, user manuals, etc. (collectively referred to as “Intellectual Property Assets”) provided by Viindoo, regardless of whether the Partner has fully paid the Annual Fee to Viindoo.

2. The Partner is only allowed to use the Intellectual Property Assets for the purpose of distributing the Viindoo Software to customers. Any actions contrary to the purpose of this Partner Agreement are not allowed, except with Viindoo’s written consent.

3. Viindoo has full rights and authority in owning and distributing the Viindoo Software under international and Vietnamese intellectual property laws. The Viindoo Software includes but is not limited to records, documents, features, improvements, modifications, additions, translations, compilations, or other platforms provided to the Partner.

4. When given access to the source code of Viindoo Standard Addons, the Partner commits to comply with the intellectual property regulations as per the license issued with each Module.

5. Partner’s Commitments

1. Not directly or indirectly, whether by action or negligence, create or intend to create any liability or potential legal liability between Viindoo and the Partner’s customers, whether explicitly expressed (but not limited to) by offering or intending to offer any warranties, promises, representations, or warranties related to the Viindoo Software on behalf of or for Viindoo, unless authorized in writing by Viindoo;

2. Ensure a clear understanding and provide full information to customers about the regulations, instructions to note when using the Viindoo Software according to the policy set by Viindoo publicly in the “Terms & Policies” section on the Website;

3. Cover all costs related to selling the Viindoo Software to their customers, including but not limited to travel, communication, advertising, conducting sales support activities, etc.;

4. The Partner (including but not limited to sales staff, managers, technical staff, etc., of the Partner) carries out illegal infringements affecting the quality, operation of the Viindoo Software;

5. Be responsible for managing and applying security measures for the Partnership Account;

6. Take responsibility for their customers in case the Partner delays payment of Viindoo SaaS service fees or Annual Fees under this Partner Agreement;

7. Immediately notify Viindoo of any incidents, errors, issues that their customers encounter during the use of the Viindoo Software. The Partner must not independently resolve or settle through a third party without Viindoo’s consent;

8. Do not engage in unfair competition, causing conflicts of interest for Viindoo and/or other partners, including but not limited to:

   1. Disseminating, posting, broadcasting information that negatively affects the image, honor, and reputation of Viindoo and/or other Partners;

   2. Conspire with Viindoo’s employees to get Viindoo’s sales opportunities;

   3. Impersonating Viindoo employees to advise, sell Viindoo Software to customers;

   4. Poaching, recruiting Viindoo personnel while they are working at Viindoo or at least within 6 months from the date that employee terminates the employment contract;

   5. Violate Viindoo’s copyright, intellectual property rights as stipulated in Section 4 above, even when this Partner Agreement terminates;

9. Protect, indemnify, and exempt Viindoo from legal obligations, litigation, losses, costs (including but not limited to court fees, attorney fees, consultancy costs) related to resolving or arising from the Partner’s and/or their customer’s use of the Viindoo Software without limitation or exclusion, including actions that violate third-party rights (including but not limited to acts of copying trademarks, trade secrets, privacy rights or publicity rights, or any other rights). The effectiveness of this clause shall continue to have legal validity even after the termination of the Partner’s relationship with Viindoo under this Partner Agreement.

10. Immediately remove the “Viindoo” brand (logo, trademarks), and any information demonstrating the capacity as a Viindoo Partner from all media publications or any other relevant materials upon the termination of this Partner Agreement.

11. Change information (name, address, email, etc.) related to receiving value-added tax invoices and financial obligations as soon as there are changes. However, Viindoo is not responsible for errors or confusions of these kinds of information in the event the Partner does not provide accurate and/or timely changes.

6. Viindoo’s Commitments

1. Viindoo commits to providing the Partner with all the rights and benefits committed to under the Viindoo Partnership Policy;

2. Provide a Partnership Account for the Partner;

3. Ensure the quality of the Viindoo Software, including:

   • its stable operation according to the Viindoo Service Level Agreement;

   • compliance with the warranty regulations of the Viindoo Software according to the policy issued by Viindoo;

4. Viindoo has the right to adjust (increase/decrease) the Annual Fee, however, Viindoo commits not to adjust more than once in a calendar year;

5. Notify the Partner fully of all policies, regulations, and procedures for using the Viindoo Software in each period if there are changes;

6. Resolve questions and complaints from the Partner about issues that the Partner’s customers encounter when using the Viindoo Software;

7. Do not approach, intervene, influence, or affect the decision-making of customers that the Partner has approached/dealt with;

7. Limitation of Liability

EXCEPT FOR THE COMMITMENTS IN THIS AGREEMENT, THE VIINDOO SOFTWARE IS PROVIDED “AS IS” AND DOES NOT MAKE ANY REPRESENTATIONS OF ANY KIND, WHETHER EXPRESSLY STATED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE REPRESENTATION THAT THE VIINDOO SOFTWARE WILL BE ERROR-FREE OR UNINTERRUPTED; OR REGARDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL VIINDOO BE LIABLE FOR ANY CLAIM, LOSS OR LIABILITY, WHETHER ARISING UNDER CONTRACT, TORT OR OTHERWISE, ARISING OUT OF, IN CONNECTION WITH, OR RELATED TO THE VIINDOO SOFTWARE OR ITS USE OR OTHER TRANSACTIONS IN THE VIINDOO SOFTWARE.

8. Termination of Agreement

1. This Partnership Agreement shall terminate in the following cases:

   1. The Partner or Viindoo sends a termination notice to Viindoo at least 15 days before the end of the Partnership Recurrence;

   2. Viindoo has the right to unilaterally terminate this Partnership Agreement by sending a notice when the Partner commits one of the following acts:

      1. Violates the provisions in Section 4, Section 5.4 and point (e) Section 5.8;

      2. Fails to pay the Annual Fee as stipulated in this Partnership Agreement;

      3. The Partner ceases operation or goes bankrupt, is dissolved.

2. By agreement between the two Parties;

3. Other cases as stipulated by current law.

4. Even after this Partnership Agreement terminates, the Partner will not be allowed to continue using Intellectual Property Assets, all sales tools and resources that Viindoo has granted access to under the Viindoo Partner Policy for any purpose, or make claims or lawsuits about this Partnership Agreement with Viindoo, and also commits not to use the Viindoo Standard Addons source codes to carry out acts contrary to the content of the license issued.

9. Dispute Resolution

1. Any dispute, controversy, claim or difference of any kind arising from or related to this Partnership Agreement against or in relation to Viindoo shall be preferably resolved on the basis of negotiation, conciliation, and mutually beneficial equality.

2. In case negotiation, conciliation does not result in a resolution, either Party has the right to file a lawsuit, requesting the competent People’s Court in Hai Phong to settle according to law. All costs arising or related to the dispute resolution process at the Court of the winning Party (including but not limited to: court fees, other administrative fees; transportation, accommodation costs; consultancy fees for hired lawyers, litigation lawyers; enforcement fees;…) will be paid by the losing Party.

10. General Terms

1. Applicable Law

   This Partnership Agreement is governed by and interpreted in accordance with the laws of Vietnam.

2. Severability of Terms

   The invalidity or unenforceability of any provision of this Partnership Agreement shall not affect the validity or enforceability of any other provision of this Partnership Agreement.

3. Amendments, Supplements

   1. Viindoo will continuously change and improve the Viindoo Software, as well as the benefits that the Partner receives to be in line with business realities. Therefore, Viindoo retains the right to modify, supplement the content of this Partnership Agreement at any time. The changes will be announced and updated by Viindoo to the Partner at least 10 days before the official application time on the Website and via the Partner’s Email.

   2. If the Partner does not agree with the modified, supplemented contents, the Partner can contact Viindoo to carry out the procedures to terminate this Partnership Agreement.

4. Notice

   All notices related to the Partnership Agreement will be sent by Viindoo to the Partner via the registered email address.

5. Effective Date

   This Partnership Agreement takes effect from the day 18th of May 2023 until there is a modified, supplemented, or replaced version./.

11. Contact Information

• VIINDOO TECHNOLOGY JOINT STOCK COMPANY

• Address: Floor 6, Taiyo Building, No. 97 Bach Dang, Ha Ly Ward, Hong Bang District, Hai Phong City

• Hotline: (+84) 0225 730 9838

• Email: sales@viindoo.com