oc8 Partnership Agreement

1 Purpose

The purpose of this agreement is to set forth the conditions under which oc8 provides services to PARTNER, access to the oc8 Enterprise Edition software, and under which PARTNER complies with the obligations set out hereafter.

oc8 hereby appoints PARTNER, and PARTNER hereby accepts the appointment, to be a non-exclusive partner promoting and selling “oc8 Enterprise Edition” to customers.

PARTNER commits to doing its best effort to sell oc8 Enterprise contracts to its clients. To support that, PARTNER will market the “oc8 Enterprise Edition” version to prospects and customers.

2 Term of the Agreement

The duration of this Agreement (the “Term”) shall be one year beginning on the date of the signature. It is automatically renewed for an equal Term unless either party provides written notice of termination minimum 30 days before the end of the Term to the other party.

3 Access to oc8 Enterprise Edition

3.1 Project platform access

To help PARTNER promote oc8 Enterprise Edition, oc8 grants PARTNER access to its project code repository of the oc8 Enterprise Edition under the terms set forth in 10 Appendix A: oc8 Enterprise Edition License and the conditions restricted under this Agreement.

3.2 Restrictions

PARTNER commits to keeping confidentiality of the source code of oc8 Enterprise Edition within its staff. Access to the source code of oc8 Enterprise Edition for customers is governed by the oc8 General Terms of Use and the oc8 Enterprise Edition License.. PARTNER agrees to NOT redistribute this code to third parties without the written permission of oc8.

PARTNER commits to not offer services on oc8 Enterprise Edition to customers who are not covered by a valid oc8 subscription plan, even during the implementation phase.

Notwithstanding the above, PARTNER commits to wholly preserve the integrity of the oc8 Enterprise Edition code that is required to verify the validity of usage of oc8 Enterprise Edition and to collect statistics that are needed for that purpose.

PARTNER is not allowed to block, restrict or limit in any way the customer’s access and use of the oc8 Enterprise Edition License, without prior consultation and written authorisation from oc8.

4 Partnership Services

4.1 Partnership levels

The oc8 partner programme consists of two partnership levels. "Learning Partners" is for companies that want everything necessary to start implementing oc8, without visibility as a certified partner. "Certified Partners" is for companies that want that visibility, together with the additional benefits listed in Section 4.2.

The partnership level granted to PARTNER depends on the number of Certified Experts and on the payment of the Annual Partnership Fee set out in section 5.

The table below summarises the requirements that have to be met for each partnership level.

Certifications are personal, so when a certified staff member leaves or joins the company, PARTNER must notify oc8.

oc8 will review at least once per calendar quarter whether the requirements of the respective partnership level are still met.

A Learning Partner will be upgraded to Certified Partner upon request, once it has at least one Certified Expert and has paid the fee set out in section 5. The change of level applies from the effective date notified by oc8.

4.2 Benefits

The details of the benefits for each level of the partnership are described in the table below.

4.3 Partner Recognition

Oc8 will promote “Certified Partners” on the oc8 Partners list on oc8.ai.

Oc8 grants PARTNER, on a non-exclusive basis, the right to use and reproduce the oc8 Partner logo of the corresponding partnership level, and the “oc8” name in relation to this partnership agreement.

Each Party undertakes to respect all the rights of the other Party in all the items referred to in the previous paragraph and, more particularly, each Party shall refrain from causing any analogy or creating any confusion between their respective company in the mind of the general public.

4.4 Training Benefits

PARTNER has access to the oc8 knowledge base for the duration of this Agreement. The oc8 knowledge base is an online e-platform containing a set of commercial, marketing and functional documents, to help PARTNER acquire and leverage oc8 knowledge, grow its business, attract more customers, and build brand awareness.

Certified Partners will have access to commercial coaching provided by their dedicated Account Manager, as appointed by oc8.

PARTNER also has the option to purchase support services or training by subscribing to an oc8 Success Pack, for an extra fee.

4.5 Commissions on oc8 Services sold by PARTNER

For oc8 services purchased by a customer through PARTNER, and as long as PARTNER maintains a contractual relationship with the corresponding customer, PARTNER shall receive a commission according to the table of section 4.2 Benefits and their Partnership level at the date of the customer invoice.

Once a month, PARTNER will receive a purchase order with the commission due for the preceding month. Based on this purchase order, PARTNER shall invoice oc8 and will be paid within 15 days upon receipt of the invoice.

5 Fees

PARTNER agrees to pay the Partnership Annual Fee upon receipt of the annual invoice sent by oc8. The amount of the fee depends on PARTNER’s partnership level and is set out in Section 4.1.

PARTNER acknowledges that the above-mentioned Partnership fee is not refundable.

All fees and charges are exclusive of all applicable federal, provincial, state, local or other governmental taxes, fees or charges (collectively, “Taxes”). PARTNER is responsible for paying all Taxes associated with purchases made by PARTNER under this Agreement, except when oc8 is legally obliged to pay or collect Taxes for which PARTNER is responsible.

6 Termination

In the event that either Party fails to fulfill any of its obligations arising herein, and if such a breach has not been remedied within 30 calendar days from the written notice of such breach, this Agreement may be terminated immediately by the non-breaching Party.

Surviving Provisions: Sections 3.2 (Restrictions), 4.5 (with regard to commissions accrued before termination), 6.1 (Consequences of Termination), 7 (Liability), 8.2 (No Soliciting or Hiring), 8.4 (Confidentiality) and 9 (Governing Law and Jurisdiction) shall survive any termination or expiration of this Agreement.

6.1 Consequence of termination

On expiry or termination of this Agreement, PARTNER:

• shall not use anymore the materials and the oc8 brand name, trademarks and logos or claim the existence of any partnership or relationship with oc8;
• shall comply with its obligations during any notice period prior to such termination;
• may not use oc8 Enterprise anymore, for development, test or production purpose

7 Liability

Each Party shall be liable without limitation for intent, gross negligence, injury to life, body or health, and under the German Product Liability Act. For slight negligence, each Party shall only be liable for breach of essential contractual obligations (obligations whose fulfilment is essential to this Agreement and on which the other Party may rely), limited to the typical, foreseeable damage. Otherwise, liability for slight negligence is excluded. These rules also apply to the Parties’ employees and vicarious agents.

PARTNER acknowledges that he has no expectations and has received no assurances that any investment made in execution of this Agreement and the oc8 Partnership Program will be recovered or recouped or that he shall obtain any anticipated amount of profits by virtue of this Agreement.

8 Brand Image

The "oc8" mark (including the word mark and its visual representations and logos) is the exclusive property of oc8.

oc8 authorizes PARTNER to use the "oc8" mark to promote its products and services, for the duration of this agreement only, as long as:

• There is no possible confusion that the service is provided by PARTNER, not oc8;
• PARTNER does not use the word "oc8" in their company name, product name, domain name, and does not register any trademark that includes it.

Both Parties shall refrain from harming the brand image and reputation of the other Party in any way whatsoever, in the performance of this Agreement.

Non-compliance with the provisions of this section shall be a cause for termination of this Agreement.

8.1 Publicity

PARTNER grants oc8 the non-exclusive right to use PARTNER's name or trademarks in press releases, advertisements or other public announcements.

In particular, PARTNER accepts to be mentioned in the official list of oc8 Partners on oc8.ai, and that PARTNER's logo and trademarks may be used for this purpose only.

8.2 No Soliciting or Hiring

Except where the other Party gives its consent in writing, each Party, its affiliates and representatives agree not to solicit or offer employment to any employee of the other Party who is involved in performing or using the Services under this Agreement, for the duration of the Agreement and for a period of 12 months from the date of termination or expiration of this Agreement. In case of any breach of the conditions of this section that leads to the termination of said employee toward that end, the breaching Party agrees to pay the other Party an amount of EUR (€) 30000.00 (thirty thousand euros).

8.3 Independent Contractors

The Parties are independent contractors, and this Agreement shall not be construed as constituting either Party as a partner, joint venture or fiduciary of the other, as creating any other form of a legal association that would impose liability on one Party for the act or failure to act of the other or as providing either Party with the right, power or authority (express or implied) to create any duty or obligation of the other.

8.4 Confidentiality

Each Party shall keep confidential all information disclosed by the other Party in connection with this Agreement that is marked as confidential or that, by its nature, should reasonably be regarded as confidential, including in particular the source code of oc8 Enterprise Edition, pricing, customer data and business plans ("Confidential Information"). Confidential Information may only be used for the purposes of this Agreement and may only be disclosed to employees and professional advisers who need to know it and who are bound by equivalent confidentiality obligations.

This obligation does not apply to information that is or becomes publicly available without breach of this Agreement, that was already lawfully known to the receiving Party, or that must be disclosed by law or by order of a court or authority. This obligation shall survive termination of this Agreement for five (5) years; with regard to the source code of oc8 Enterprise Edition and other trade secrets, it shall survive indefinitely.

9 Governing Law and Jurisdiction

This Agreement will be governed by and construed in accordance with the laws of Germany. All disputes arising in connection with the Agreement for which no amicable settlement can be found shall be finally settled by the courts of Olpe, Germany.

10 Appendix A: oc8 Enterprise Edition License

oc8 Enterprise Edition License v1.0

This software and associated files (the “Software”) can only be used (executed, modified, executed after modifications) by a customer to whom oc8 GmbH has provided the Software under a valid oc8 subscription plan, and only for the number of users covered by that plan. Where oc8 GmbH operates the Software as a cloud service (oc8 Cloud), the customer’s right of use is governed by the oc8 General Terms of Use.

With a valid Partnership Agreement with oc8 GmbH, the above permissions are also granted, as long as the usage is limited to a testing or development environment.

You may develop oc8 capas that use the Software as a library (typically by depending on it, importing it and using its resources), but without copying any source code or material from the Software, and distribute those capas under the license of your choice, provided that it is compatible with the terms of the oc8 Enterprise Edition License (For example: LGPL, MIT, or proprietary licenses similar to this one).

You may use oc8 capas published under any license along with the Software, provided that their license is compatible with the terms of the oc8 Enterprise Edition License (Including, but not limited to, any capas published on the oc8 Capa Store).

It is forbidden to publish, distribute, sublicense, or sell copies of the Software or modified copies of the Software.

The above copyright notice and this permission notice must be included in all permitted copies or substantial portions of the Software.

THE SOFTWARE IS PROVIDED “AS IS”. THE AUTHORS AND COPYRIGHT HOLDERS GIVE NO GUARANTEES OF ANY KIND WITH REGARD TO THE SOFTWARE. THEIR LIABILITY FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE IS EXCLUDED, EXCEPT FOR LIABILITY FOR INTENT OR GROSS NEGLIGENCE, FOR INJURY TO LIFE, BODY OR HEALTH, UNDER THE GERMAN PRODUCT LIABILITY ACT (PRODUKTHAFTUNGSGESETZ) OR FOR FRAUDULENTLY CONCEALED DEFECTS. FOR USE UNDER A VALID OC8 SUBSCRIPTION PLAN, THE WARRANTY AND LIABILITY PROVISIONS OF THE OC8 GENERAL TERMS OF USE SHALL PREVAIL.