1 | Introduction
The VisionAI Inc Platform and products are applications that can be white-labelled (presented in another company’s logo and colours) and can be embedded in other products through their API (Application Programming Interface).
These products are available to partners to embed in their own products, platforms, and systems.
The products are described in full on the Vision AI Suite website https://www.visionaisuite.net/, and in various product brochures distributed on request.
This document outlines the agreement for partners to sell as is, embed or sell their own versions of the product and needs to be accepted in conjunction with the following documents:
- The Partner Agreement (this document),
- The Partner Introduction (to the Partner program, this is a PowerPoint Slide Deck); and
- The Partner Program Benefits and Investment Matrix – this is a brief spreadsheet outlining the different Partner Program and benefits)
The partnership agreement is intended to benefit both parties – those consuming and selling the product, and those creating and supporting the product itself.
2 | Agreement
The Parties to this Partner Agreement”) are:
- VisionAI Inc, a private company duly incorporated according to the laws of the United States of America, whose registered office address is situated at 1751 Pinnacle Dr #600, Tysons, VA 22102, United States, herein after referred to as (“visionAI”) “); and
- The Partner as per the details provided on the registration form.
- VisionAI Inc has developed the Product.
- The Partner seeks to market and resell the Product to the new customers within the Territory.
3 | Definitions
- In this Agreement, the Clause headings have been added for convenience and reference only and shall not be taken into account in its interpretation, modification or amplification. When used in this Agreement, unless clearly inconsistent with or otherwise indicated by the context of the Agreement, the following terms shall have the following meanings:
- “Agreement” shall mean this agreement together with its annexures, schedules or amendments attached to it from time to time;
- “Commencement Date” shall mean the date of acceptance by the Partner of the Terms and Conditions;
- “Rebates or Commission” as applicable, means the monies represented as a percentage that may be earned by the Partner for Successful Sales
- “Confidential Information” shall mean any and all information relating to either Party’s business information (technical, commercial, operational, financial) and business relationships including, but not limited to, research, developments, product plans, products, services, diagrams, formulae, processes, techniques, technology, software, know-how, designs, ideas, discoveries, inventions, improvements, copy-rights, trademarks, trade secrets, customers, suppliers, markets, marketing, disclosed either directly or indirectly in writing, orally or visually;
- “Documentation” shall mean any documentation provided to the Partner by VisionAI Inc for the purposes of marketing the II Brand;
- “Intellectual Property Rights” shall mean all rights conferred under statute, common law or treaties and shall include, but are not limited to: copyright, registered and unregistered trademarks, databases, registered and unregistered designs, trade secrets, Confidential Information, and all other rights resulting from intellectual activity in the industrial, scientific, literary or artistic fields, including all rights to apply for any of the above;
- “Lead/s” shall mean a genuine, new sales opportunity for the Partner;
- “Lead Report” shall mean an electronic list of all Potential Leads, Existing leads, Unqualified Leads, Qualified Leads and Successful Leads. The Lead Report is generated and maintained between the Partner and VisionAI, “License” shall mean a limited, non-transferable, and non-exclusive right granted to the Partner by VisionAI Inc to market the Product in accordance with this Agreement;
- “II Brand” shall mean VisionAI Inc’s intellectual property, good will and reputation in II;
- “Party/Parties” shall mean VisionAI Inc, the Partner, or both;
- “Personal Data” shall mean any personal information collected, collated, accessed or processed relating to an identified or identifiable natural person – as described as read with the applicable data protection laws of the country within which the Partner operates;
- “Partner” shall mean the Partner appointed by VisionAI Inc in terms of this Agreement,
- “Product” means the VisionAI Inc platform and VisionAISuite products that are available to partners such as the Reseller to embed in their own products, platforms, and systems;
- Where a word or expression is given a particular meaning, other parts of speech and grammatical forms of that word or expression have a corresponding meaning.
- The headings do not govern or affect the interpretation of this Agreement.
- If any provision in a definition confers rights, or imposes obligations on any Party, effect is given to it as a substantive provision of this Agreement.
- Unless the context indicates otherwise an expression which denotes any gender includes both the others; reference to a natural person includes a juristic person; the singular includes the plural, and the plural includes the singular.
- Any number of days prescribed in this Agreement excludes the first day and includes the last day.
- Unless the context indicates otherwise if the day for payment of any amount or performance of any obligation falls on a day which is not a Business Day, that day will be the next Business Day.
- The words “including” and “in particular” are without limitation.
- Any reference to legislation is to that legislation as at the Signature Date, as amended or replaced from time to time.
- Any reference to a document or instrument includes the document or instrument as ceded, delegated, novated, altered, supplemented or replaced from time to time.
- A reference to a Party includes that Party’s successors-in-title and permitted assigns.
- A time of day must be construed as a reference to United States time.
- The rule of interpretation that, in the event of ambiguity, the contract must be interpreted against the party responsible for the drafting of the contract does not apply.
- The termination of this Agreement does not affect those of its provisions which expressly provide that they will operate after termination, or which must continue to have effect after termination, or which must by implication continue to have effect after termination.
4 | Payment Terms of Rebates and Commission
- The Partner will receive payment within 30 working days from receipt of payment from the client and will be limited to the amount received from the Customer payment.
- If budgets or targets are not reached by the Partner, the Parties will agree on steps to achieve agreed upon numbers.
- Sold Revenue includes the License portion of the product but excludes pass-through costs.
- Rebates are in arrears, and only paid out on cash collection from Customers, if VisionAI Inc is managing the collection.
- Solution Builders receive an RRP (Recommended Retail Price) and a base cost of licenses from VisionAI Inc . From this pricing model, Solution Builders are able to add as much margin as they wish to the base license cost.
- Regarding Services, these are quoted from VisionAI Inc (for customisation, etc) to Partner – additional margin can be added margin and passed on if required.
- Customer names are shared. Neither party has exclusive rights.
- VisionAI Inc does not transfer Rebate payments if Customers move between Partners.
5 | Distribution Right and Grant of License
- VisionAI Inc appoints the Partner as a non-exclusive Partner of the Product, subject to the terms and conditions of this Agreement. By signature to this Agreement, the Partner accepts such appointment.
- VisionAI Inc further grants to the Partner, a limited non-transferable, non-exclusive License to utilise the II Brand for the sole purpose of marketing the Product to prospective clients and generating Leads. Use of this License must be carried out in accordance with this Agreement .
6 | Duration of Agreement
- This Agreement shall come into effect on the Commencement Date and remain in force for a period of 12 (twelve) months – the initial period.
- After the initial period, this Agreement will be auto renewed on an annual basis for a period of 12 (twelve) months unless otherwise cancelled (see Termination)
7 | Partner’s Obligation
- The Partner shall meet the minimum Proof of Value Sales listed within the Partner Matrix on a quarterly basis;
- All costs of promotion, marketing and distribution of the Product and all steps to create a demand for the service, which may include employee’s time, advertising, the creation of marketing and advertising brochures, leaflets, and other materials, will be borne by the Partner.
- The Partner shall ensure that relevant personnel attend a once-off training on the Product offered by VisionAI.
- The Partner shall:
- Conduct business in a professional manner that reflects favourably at all times on the II brand;
- Avoid deceptive, misleading or unethical practices and publications that are detrimental to the Brand;
- Make no representations, warranties or guarantees to any person with respect to specifications, features or capabilities of the Product that are inconsistent with the documentation or materials provided to the Partner by VisionAI;
- Refrain from entering into any transaction or contract of behalf of II;
- Maintain an accurate, secure and up-to-date Lead Report which, upon written request, the Partner shall provide to VisionAI Inc without delay; and
- Ensure that it is compliant with all relevant and necessary laws governing its role, including but not limited to consumer protection laws and data protection laws.
- The Partner shall not make any claim, representation or warranty regarding the Product or its associated platform, other than those claims, representations, and warranties set forth in:
- Documentation relating to the Product or associated marketing materials, provided by VisionAI Inc to the Partner; and/or
- The Partner’s marketing materials that have received prior approval in writing from VisionAI.
- The Partner shall not enter into negotiations with any prospective third party for distribution purposes or agent of any nature, without VisionAI’s prior written consent.
- The Partner must use every effort to safeguard the property, rights and interests of VisionAI Inc and will assist in taking all steps to defend VisionAI Inc’s rights.
- The Partner shall not issue any press release with respect to this Agreement without the express written consent of VisionAI.
8 | VisionAI Inc Obligations
- VisionAI Inc shall, as available and in VisionAI Inc’s discretion, provide the Partner with marketing and sales resources related to the II Brand at the discretion of VisionAI, including without limitation: sales presentations, brochures and support documentation provided that such resources are returned on termination of this Agreement and at all times are regarded as VisionAI Inc’s Confidential Information and Intellectual Property.
- VisionAI Inc may, however, provide copies of marketing materials which the Partner may use, reproduce and distribute in its promotion and marketing efforts.
9 | Indemnification
The Partner agrees that Product shall be provided “AS IS” with no specific representation, guarantee or warranty of any kind by VisionAI Inc as to its functionality. The Partner shall indemnify and hold VisionAI, and its officers, directors, employees, agents, and affiliated companies harmless from and against any and all liabilities, losses, damages, costs, and expenses (including legal fees and expenses) associated with any claim or action brought against VisionAI Inc that may arise from Partner’s improper or unauthorised replication, packaging, marketing, distribution, storage, or support of the Product not in accordance with this Agreement or any breach of this Agreement, including claims based on representations, warranties, or misrepresentations made by Partner; inadequate assistance by Partner; or any other improper or unauthorised act or failure to act on the part of Partner.
10 | Reputation of II
The Partner will refrain from any actions which detract from the good name and reputation of VisionAI Inc including its goodwill. The Partner will not do anything which could bring VisionAI Inc’s name into disrepute, cause VisionAI Inc to suffer any material loss or otherwise materially harm or materially prejudice VisionAI.
11 | Commission
Subject to the terms of this Agreement, VisionAI Inc may elect to pay the Partner a Rebate or Commission for Sales.
12 | Confidentiality
- Except as otherwise provided herein, both Parties expressly undertake to retain in confidence all information and know-how transmitted or disclosed to the other that the disclosing Party has identified as being proprietary and/or confidential or that, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as proprietary and/or confidential, and expressly undertakes to make no use of such information and know-how except under the terms and during the existence of this Agreement.
- However, neither Party shall have an obligation to maintain the confidentiality of information that –
- it received rightfully from a third party without an obligation to maintain such information in confidence;
- the disclosing Party has disclosed to a third party without any obligation to maintain such information in confidence;
- was known to the receiving Party prior to its disclosure by the disclosing Party; or
- is independently developed by the receiving Party without use of the Confidential Information of the disclosing Party.
- Further, either Party may disclose Confidential Information of the other Party as required by governmental or judicial order, provided such Party gives the other Party prompt written notice prior to such disclosure and complies with any protective order (or equivalent) imposed on such disclosure, unless such notice is prohibited.
- Upon the request of the disclosing Party, the receiving Party must return, destroy, or expunge from any storage device all Confidential Information: other than documents prepared by the receiving Party; provided that if required by law or for purposes of the Service, the Receiving Party may retain one copy of the Confidential Information for the period so required.
- Where the disclosing Party has required destruction of the media containing Confidential Information the receiving Party must, on request, confirm in writing that it has destroyed all Confidential Information and made reasonable efforts to expunge Confidential Information stored electronically from any storage device on which it was held.
- All requests must be complied with within 5 (five) Business Days.
13 | Restraint of Trade
The Partner shall not, for a period of 6 (six) months from the date on which any respective Potential Leads are provided to VisionAI, supply such Qualified Leads to another company who operates a business in similar Products.
14 | Data Protection
- The Partner expressly confirms that any Leads provided to VisionAI Inc by the Partner, have been lawfully obtained from Lead Data Subjects and shared with VisionAI Inc in compliance with all applicable data protection laws pertaining to the protection of a Lead Data Subjects’ personal data.
- Notwithstanding any other terms in this Agreement, the Partner indemnifies VisionAI, its companies, Directors, agents, partners and employees (collectively, the Indemnified Parties) from and against, any and all liabilities, obligations, losses, damages, claims, actions and or civil suits, and any and all reasonable costs, expenses and disbursements (including legal fees and expenses on an attorney and client scale) of any kind and nature whatsoever (collectively, Expenses), which may be imposed on, incurred by or asserted against VisionAI Inc in any way relating to or arising out of the Partner’s non-compliance with applicable data protection laws.
15 | Intellectual Property
- The Partner acknowledges that all title, rights and interest to Intellectual Property owned by VisionAI, prior to the signature of this Agreement or developed or obtained by it at any time thereafter, remain the sole property of VisionAI. Additionally, it is expressly agreed that VisionAI Inc and the Partner shall jointly own all Intellectual Property in any Lead Report.
- VisionAI Inc hereby grants the Partner the rights to use its trade names, logos or any derivative or component thereof in order to specifically advertise, promote and market the II Brand to prospective clients for the development of Leads. In doing so, the Partner shall refrain from any usage that detracts from the good name of the II Brand or in inconsistent with this Agreement.
- Except as specifically provided for in this Agreement, the Partner shall refrain from altering, removing, or affecting the display, of any of VisionAI Inc Intellectual Property rights (inclusive of trade names, logo’s or any derivative or component thereof) relating to the II Brand, without the prior written approval of the other Party.
- Neither Party transfers or assigns to the other Party, by virtue of this Agreement any Intellectual Property Rights, any related or similar rights or rights affording similar protection, whether or not registered or capable of being registered, nor any right to apply for registration of such rights.
- VisionAI Inc will hold the Partner harmless from and against any and all liabilities, losses, damages, associated with any claim or action brought against the Partner in respect of the intellectual property rights in the Product except where the actions of the Partner have been negligent or amount to a breach of this Agreement and provided that the Partner promptly notifies VisionAI Inc in writing of such claim or action and allows VisionAI Inc control of such claim or action, and fully cooperates with VisionAI Inc (for the account of VisionAI) in, the defence and all related settlement negotiations. VisionAI Inc shall have no liability for any settlement or compromise made without its consent. Upon notice of an alleged infringement or upon VisionAI Inc concluding that such a claim is likely, VisionAI Inc shall have the right, at its option to substitute or remove the allegedly infringing Product or modify the Product so that it is no longer so infringing. VisionAI Inc may in sole opinion terminate this Agreement in the event of any aforementioned claim or action.
16 | Breach
Should either Party (“Defaulting Party”) breach of any of the provisions of this Agreement, then the other Party (“Aggrieved Party”) may give the Defaulting Party fourteen (14) days’ written notice in order to remedy the breach. If the Defaulting Party fails to comply with the notice, the Aggrieved Party may:
- Claim immediate payment and/or specific performance by the Defaulting Party of all of the Defaulting Party’s obligations that are due for performance; or
- Cancel the Agreement upon written notice to the Defaulting Party where the breach constitutes a material breach, without prejudice to the Aggrieved Party’s right to claim damages or to exercise any other rights that the Aggrieved Party may have under this Agreement or in law.
17 | Performance and Termination
- Either Party shall be entitled to terminate this Agreement by providing the other with 60 (sixty) days’ prior written notice of its intention to do so.
- Notwithstanding any other terms of this Agreement, VisionAI Inc shall be entitled, at any time and upon written notice to the Partner, to suspend the Partner’s appointment and revoke its license, under any of the following circumstances:
- The Partner, within 6 (six) months of the Commencement Date, fails to meet the minimum Proof of Value POV sales listed within the Partner Matrix
- The Partner fails to remedy a breach in terms of this Agreement within 14 (fourteen) days’ written notice;
- The Partner assigns, transfers (or attempts the same) any rights or license granted in terms of this Agreement;
- The Partner breaches any obligation under any law during the course and scope of its functions as a Partner; or
- As otherwise provided for in this Agreement.
- Upon termination:
- The License granted to the Partner will terminate immediately and automatically without any notice from VisionAI.
- The Partner must cease all of its functions relating to this Agreement and provide VisionAI Inc with an up-to-date copy of its Lead Report, whereafter the Partner must destroy all:
- Lead Reports; and
- Documentation or other materials relating to the Product or a Lead Data Subject.
- VisionAI Inc shall have a period of 6 (six) months within which to classify any Potential Leads into Qualified or Unqualified Leads. Thereafter VisionAI Inc must destroy all:
- Information in Lead Reports relating to Unqualified and Potential Leads; and
- All documentation or other materials relating to Unqualified and Potential Leads.
18 | Good Faith
In the implementation of this Agreement, the Parties undertake to observe the utmost good faith and furthermore warrant in their dealings with each other that they shall neither do anything nor refrain from doing anything which might prejudice or detract from the rights, assets, or interests of any other(s) of them.
19 | Warranties
VisionAI Inc hereby warrants to the Partner that-
- It has the requisite authority and capacity to enter into this Agreement and to grant the rights granted by it to the Partner in respect of the Product in terms of this Agreement; and
- Save as specifically provided for in this Agreement, VisionAI Inc or its licensors makes no warranties or representations of whatsoever nature, and specifically disclaims all other warranties, (whether express, implied in law or residual) in respect of the trademarks, software and/or the services, including without limitation, the warranties of merchantability and fitness for a particular purpose, and the Product, the trademarks and/or services are provided by VisionAI Inc on an “as is” basis. The Partner and customer shall each be responsible for deciding whether or not the Product is suitable for the Partner or customer’s purposes and VisionAI Inc shall have no liability or responsibility to the Partner or customer in this respect. Further VisionAI Inc makes no representations whatsoever that the Software will be uninterrupted or error-free.
20 | Limitation of Liability and Indemnification
- VisionAI Inc will not be liable for any direct or indirect losses, damages, costs or claims incurred by the Partner in connection with this Agreement.
- The Partner shall indemnify and hold VisionAI, and its officers, directors, employees, agents, and affiliated companies harmless from and against any and all liabilities, losses, damages, costs, and expenses (including legal fees and expenses) associated with any claim or action brought against VisionAI Inc that may arise as a result of the Partner, including but not limited to the conduct of the Partner in carrying out its functions in terms of this Agreement or any unauthorised representations, warranties, or misrepresentations made by the Partner.
21 | Dispute Resolution, Jurisdiction
- In the event that a dispute arises between the Parties on a matter arising out of this Agreement or its interpretation, or Parties rights and duties under this Agreement, its cancellation or matters related to its cancellation, the dispute will be referred to the management members of each Party who shall undertake to resolve the dispute in good faith and willingness to resolve the situation.
- This Agreement shall be governed by and construed in accordance with the laws of the United States of America without giving effect to any choice of law or conflict of law provisions. The Parties consent to the jurisdiction of the relevant competent court.
22 | Domicilium Citandi et Executandi
- Each of the Parties choose as their domicilium citandi et executandi (“domicilium”) for the purposes of the giving of any notice, the payment of any sum, the serving of any process and for any other purposes arising from this Agreement as follows:
- VisionAI Inc as reflected above; and
- The Partner, as reflected in the signed registration form.
- Each of the Parties shall be entitled from time to time, by written notice to the other, to vary their domicilium to any other address.
- Any notice given and any payment made by either Party to the other (the “Addressee”) which:
- Is delivered by hand during the normal business hours of the addressee at the addressee’s domicilium for the time being shall be presumed, until the contrary is proved by the addressee, to have been received by the addressee at the time of delivery; and
- Is posted by prepaid registered post from an address within Mauritius to the addressee at the addressee’s domicilium for the time being shall be presumed, until the contrary is proved by the addressee, to have been received by the addressee on the tenth day after the date of posting.
23 | General
- No waiver of any provision of this Agreement shall constitute a waiver of any other provision(s) or of the same provision on another occasion. Failure of either Party to enforce any provision of this Agreement shall not constitute a waiver of such provision or any other provision(s) of this Agreement.
- Should any provision of this Agreement be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, such provision may be modified by such court in compliance with the law giving effect to the intent of the Parties and enforced as modified. All other terms and conditions of this Agreement shall remain in full force and effect and shall be construed in accordance with the modified provision.
- This Agreement constitutes the whole Agreement between the Parties and no amendments or additions shall be of any force and effect unless it is reduced to writing and signed by both Parties hereto. This Agreement supersedes all prior negotiations, understandings or agreements between the Parties concerning the subject matter contained herein. This Agreement may not be modified except in writing and signed by the Parties and expressly referencing this Agreement.
- The Parties agree that they will not assign, sell, transfer, delegate or otherwise dispose of this Agreement or any right, duty or obligation under this Agreement without the other Parties’ prior written notice and consent.
- No agreement varying, adding, deleting from or cancelling this Agreement shall effective unless reduced in writing and signed by or on behalf of the Parties.
- This Agreement may be executed in counterparts, each of which will be an original and which together constitutes the same Agreement.
- If either Party is prevented from performing their obligations for a continuous period in excess of thirty (30) days due to an event beyond their reasonable control (including but not limited to an event of terrorism, social disorder, strike, accident, war, social disturbance, fire or extreme weather conditions), the other Party may terminate the Agreement immediately on service of written notice on the Party so prevented in which case the Parties shall make such financial adjustment between them as may be equitable.
- This Agreement shall be governed by and construed in accordance with the laws of the United States of America without giving effect to any choice of law or conflict of law provisions. The Parties consent to the jurisdiction of the relevant competent court.
The Partner accepts this Agreement will be governed by the standard terms and conditions contained therein.