Farazon Software Technologies Private Limited, having its registered office at 106/4C Revenue Nagar, Saravanampatti, Coimbatore, Tamil Nadu-641035, INDIA. Software Brand called Curace and its affiliates (collectively referred to as “Curace”).
AND
________________________________________________________________, a company having its registered office at ________________________________________________________________. (hereinafter referred to as “PARTNER”)
Curace and PARTNER are individually referred to as a “Party” and collectively referred to as “the Parties.”
The purpose of this agreement is to set forth the conditions under which Curace provides services to PARTNER, access to the CRM software, and under which PARTNER complies with the obligations set out hereafter.
Curace hereby appoints PARTNER, and PARTNER hereby accepts the appointment, to be a non-exclusive partner promoting and selling “Curace” to customers.
PARTNER commits to doing its best effort to sell Curace contracts to its clients. To support that, PARTNER will market in priority the “Curace” version to prospects and customers. PARTNER still has the option to sell services on other versions of the software, like “Curace”, should it be needed.
The duration of this Agreement (the “Term”) shall be one year beginning on the date of __________. 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.
To help PARTNER promote Curace, Curace grants PARTNER access to its project code repository for all “Curace” licenses and the conditions restricted under this Agreement. In addition, Curace grants PARTNER free access to the Curace platform.
PARTNER commits to keeping confidentiality of the source code of Curace Apps within its staff. Access to the source code of Curace for customers is governed by the Curace Subscription Agreement. PARTNER agrees to NOT redistribute this code to third parties without the written permission of Curace.
PARTNER commits to not offer services on Curace to customers who are not covered by a Curace subscription, even during the implementation phase.
Notwithstanding the above, PARTNER commits to wholly preserve the integrity of the Curace code that is required to verify the validity of usage of Curace 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 Curace License without prior consultation and written authorization from Curace.
The Curace program consists of three types of partnerships and three levels; “Bronze” is for companies who want everything necessary to start referral partner , without visibility as an Gold partner until they get the required experience; “ Platinum Partners” is for companies who want the visibility as Ready, Gold and Platinum Partners, according to their experience with Curace
Partnership level granted to PARTNER depends on the net new Curace sold in the last 12 months, the number of certified resources and the customer Retention Rate. The net new Curace users sold includes new customers, upsells on existing customer, down sells on existing customers, and customer churn. Renewals of existing contracts do not count towards the number of Users Sold, but PARTNER still gets a commission on these contracts as stated in section 4.2 Benefits.
The table below summarizes the requirements that have to be met for each partnership level.
The customer Retention Rate is calculated by dividing the total number of Curace customers acquired by PARTNER in the last 3 years that are currently active by the total number of Curace customers acquired by PARTNER in the last 3 years.
| Requirement | Bronze Partner | Gold Partner | Platinum Partner |
|---|---|---|---|
| Annual Net New Curace Users Sold | (Not Applicable) | 1000 Users | 1500 Users |
| Number of Certified Employees | (Not Applicable) | 1 Certified Employee | 2 Certified Employees |
| Minimum Retention Rate | (Not Applicable) | 70.00% | 80.00% |
The details of the benefits for each level of the partnership are described in the table below:
| Category | Bronze Partner | Gold Partner | Platinum Partner |
|---|---|---|---|
| Recognition | |||
| Visibility on https://www.curace.com | -------- | ------- | Platinum Partner |
| Right to use “Curace” trademark and Partner Logo | Yes | Yes | Yes |
| Technology Training Benefits | |||
| Coaching & Webinars | Yes | Yes | Yes |
| Access to Curace Knowledge Base | Yes | Yes | Yes |
| Software Benefits | |||
| Access to Curace with Partner login | Yes | Yes | Yes |
| Training implementation support team | N/A | Yes | Yes |
| Sales & Benefits | |||
| Number of Trained sales executives | 1 | 2 | 4 |
| Curace CRM Price Per User (1999/999) | 999 | 999 | 999 |
| Commission on Curace CRM sales and Renewal | 10.00% | 20.00% | 30.00% |
| Annual Target of Net New Curace Users Sold | 500 | 1000 | 1500 |
| Partnership Annual Fee | $499 | $4999 | $9999 |
| Marketing Support | |||
| Training the partner's sales executives of Curace | Yes | Yes | Yes |
| Access to marketing collaterals online | Yes | Yes | Yes |
| Sales Coaching & Webinars | Yes | Yes | Yes |
| Sharing brochure hard copy | Yes | Yes | Yes |
| First 3 Deal Marketing support and closing | N/A | Yes | Yes |
| Curace Support & Promotion in Participating in event expo | N/A | Yes | Yes |
Curace will promote “Platinum Partners” on the Curace Partners list on https://www.curace.com
Curace grants PARTNER, on a non-exclusive basis, the right to use and reproduce the Curace Partner logo of the corresponding partnership level and the “Curace” 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 companies in the mind of the general public.
PARTNER has access to the Curace knowledge base for the duration of this Agreement. The Curace knowledge base is an online e-platform containing a set of commercial, marketing, and functional documents to help PARTNER acquire and leverage Curace knowledge, grow its business, attract more customers, and build brand awareness.
PARTNER will have access to commercial coaching provided by their dedicated Account Manager, as appointed by Curace.
PARTNER shall only receive the commission for the Maintenance of Covered Extra Modules as long as the customer does not notify Curace that they want to stop working with PARTNER.
For Curace 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 Curace, and will be paid within 15 days upon receipt of the invoice.
Maintenance of Covered Extra Modules
PARTNER acknowledges and agrees that when a customer decides to work with PARTNER, Curace will delegate the Maintenance of Covered Extra Modules to PARTNER, who becomes the main point of contact for the customer.
PARTNER shall only receive the commission for the Maintenance of Covered Extra Modules as long as the customer does not notify Curace that they want to stop working with PARTNER.
PARTNER agrees to pay the Partnership Annual Fee upon receipt of the annual invoice sent by Curace. The fee will be specified in writing at the time of signature of this agreement.
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 Curace is legally obliged to pay or collect Taxes for which PARTNER is responsible.
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 and will survive any termination or expiration of this Agreement.
On expiry or termination of this Agreement, PARTNER: • shall not use anymore the materials and the Curace brand name, trademarks and logos or claim the existence of any partnership or relationship with Curace;
Shall comply with its obligations during any notice period prior to such termination;
May not use Curace Enterprise anymore, for development, testing or production purposes.
“Working with a Curace Partner” and “Covered Extra Modules” are defined in the Curace Subscription Agreement between Curace and customers.
Both Parties are bound by a best endeavours obligation hereunder.
To the maximum extent permitted by law, the liability of each Party for any and all claims, losses, damages or expenses from any cause whatsoever and howsoever arising under this Agreement will be limited to the direct damages proved, but will in no event exceed for all damage-causing event or series of connected events causing damages the total amount for the fees paid by PARTNER in the course of the six (6) months immediately preceding the date of the event giving rise to such claim.
In no event will each Party be liable for any indirect or consequential damages, including but not limited to third-party or customer claims, loss of revenue, profits, savings, loss of business or other financial loss, costs of standstill or delay, lost
Each Party shall indemnify and hold harmless the other Party from and against any and all losses, damages, claims, expenses, costs and liabilities incurred by the other Party as a result of any breach of this Agreement by the indemnifying Party.
The “Curace” mark (including the word mark and its visual representations and logos)is the exclusive property of Curace.
Curace authorizes PARTNER to use the “Curace” 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 Curace;
PARTNER does not use the word “Curace” 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.
PARTNER grants Curace 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 Curace Partners on odoo.com, and that PARTNER’s logo and trademarks may be used for this purpose only.
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 Rs __________
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.
This Agreement will be governed by and construed in accordance with the laws of Belgium. All disputes arising in connection with the Agreement for which no amicable settlement can be found shall be finally settled by the Courts of Belgium in Nivelles.
Curace License v10.1.
This software and associated files (the “Software”) can only be used (executed, modified, executed after modifications) with a valid Curace Subscription for the correct number of users.
With a valid Partnership Agreement with Curace S.A., the above permissions are also granted, as long as the usage is limited to implementation
You may use modules published under any license along with the Software, provided that their license is compatible with the terms of the Curace (Including, but not limited to, any module published on the Curace Apps Store on www.curace.com/apps)
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 copies or substantial portions of the Software.
THE SOFTWARE IS PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON INFRINGEMENT. IN NO EVENT SHALL THE AUTHORS OR COPYRIGHT HOLDERS BE LIABLE 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.
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