Applicable as part of the Aiden Referral Partner Program

Version: April 26, 2022

These Aiden Referral Partner Program Terms & Conditions (the “Referral T&Cs”) are between the applicable referring party (“you” or “Partner”), and Aiden and is only applicable if you are an active partner in the Aiden Referral Partner Program. If you are agreeing to these Referral T&Cs not as an individual but on behalf of your company, then “Partner” or “you” means your company, and you are binding your company to these Referral T&Cs. These Referral T&Cs do not have to be signed to be binding. You indicate your assent to the terms by signing and abiding by the applicable Aiden Partner Referral Agreement (“PRA” or the “Agreement”).

1. Overview

Aiden compensates Partners which identify, refer, and assist in closing net-new business in their Designated Territories. A Partner may be entitled to a referral fee only if they correctly follow the registration process outlined below. Referral fees are based on a percentage of the First Year Annual Recuring Revenue. Designated Territories and Referral fee percentages are set forth in your PRA. Please contact your designated Partner manager for more information or email us at [email protected].

1.1. Definitions

• “Accepted Lead” means, in Aiden’s reasonable determination, a Partner Lead for: a net new Aiden Customer, within Partner’s Designated Territory, having a size and likely needs that could lead to an Aiden Booking, and not previously engaged with or referred to Aiden.
• “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. For purposes of this definition, “Control” means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
• “Aiden” means Aiden Technologies, Inc., a Delaware corporation.
• “Booking” is a fully executed contract between the customer and Aiden for the purchase of Aiden software licenses, maintenance, subscription licenses, training and/or professional services that has been approved by Aiden’s CEO.
• “Customer” means an individual or entity (including its Affiliates) that has completed a Booking with Aiden.
• “Designated Territory” means the countries, geographic regions, industries, and/or specific named organizations where a Partner is eligible for Lead registration. Your Designated Territory is laid out in your PRA.
• “First Year ARR” is the one (1) year value of the Booking contract that is derived by taking the total recurring value of the contract and dividing it by the total number of years of the contract and is calculated net of any contracted third-party products or services, one-time setup fees, hardware fees, finder fees, discounts, credit card processing fees, invoice fees and the like.
• “Lead” means Partner’s referrals to Aiden for potential or existing Customers with the intent of closing net new business through Aiden’s sales organization. A Lead must be registered with, accepted by, qualified by Aiden, and result in a Booking within six (6) months of the referral to be eligible for a referral fee. For clarity, a fee-eligible booking does not include any deal made by Partner on behalf of an Aiden Customer.
• “Products” means the products and services that are ordered by Customer under a Booking (or otherwise provided to Partner in accordance with this Agreement) and made available by Aiden, including associated Aiden offline or mobile components. Products exclude Non-Aiden Applications.
• “Program Benefits” means the materials and/or services that may be provided to Partner under this PRA as part of Partner’s participation in a Program Type.
• “Program Policies” means the terms describing the Aiden Referral Partner Program, Program Types, Program Benefits, and other policies governing Partner’s participation in the Aiden Referral Partner Program.
• “Program Type” means a category or sub-category of the Aiden Referral Partner Program that has a particular scope and particular set of Program Benefits, as set forth in this PRA and the Program Policies.
• “Qualified Lead” means a Lead that has been approved by Aiden and converted to and associated with an opportunity by Aiden. This requires confirmation from an authorized Aiden partner manager and issuance of a deal registration ID number created in Aiden’s CRM system.
• “Qualified Purchase” means, in Aiden’s reasonable determination, a Booking submitted by a Customer for the Products that is fully executed and closed within six (6) months of the Partner’s corresponding Lead submission.
• “Referral Partner Program” means, collectively, the Program Benefits and rights and obligations of Partner and Aiden that are described in the Program Policies. The Referral Partner Program does not provide distribution rights to the Partner for the Products, nor does it contemplate any kind of reseller relationship between Aiden and Partner, which are governed by separate and additional Aiden agreements and application processes.

2. Confidentiality.

Each party may disclose (“Discloser”) to the other party (“Recipient”) certain proprietary and confidential information (“Confidential Information”).

2.1. Limitations on Disclosure and Use.

Recipient agrees that it shall maintain the Confidential Information in confidence and limit its use to employees and Affiliates using at least the same degree of care as it employs with respect to its own proprietary and confidential information, but in no event less than a reasonable degree of care.

2.2. Exceptions.

Discloser agrees that Recipient shall have no obligation with respect to any Confidential Information which is: (i) now or hereafter becomes publicly known other than as a result of a breach hereof; (ii) disclosed to Recipient by a third party that Recipient reasonably believes is not prohibited from disclosing the Confidential Information to Recipient by obligation to the Discloser; (iii) known by Recipient prior to its receipt of the Confidential Information; (iv) disclosed with the Discloser’s written consent; or (v) developed by Recipient independently of any disclosures made by Discloser to Recipient of the Confidential Information hereunder.

2.3. Permitted Disclosures.

Discloser agrees that Recipient shall have no obligation with respect to any disclosure by Recipient of Confidential Information to the extent it is: (i) required to be disclosed by a court of competent jurisdiction, administrative agency or governmental body, or by law, rule or regulation, or is disclosed in accordance with applicable regulatory or professional standards; or (ii) disclosed by Recipient in connection with any judicial or other proceeding involving the Discloser or a client and the Recipient (or any officers, directors, partners, principals or employees of the Recipient) (whether or not such proceeding involves any third parties) relating to the Recipient’s services for a client or this PRA, (iii) disclosed by Recipient to its Affiliates in which case the Recipient will assure its Affiliates will be bound by the terms of this PRA by entering into an adoption agreement.

2.4. Title to Confidential Information.

Discloser shall retain title to all tangible forms of the Confidential Information delivered pursuant to this PRA, and all copies thereof. Recipient shall not copy or reproduce, in whole or in part, any Confidential Information without written authorization of Discloser. Discloser grants no license under any copyrights, patents, trademark, or trade secret by the disclosure of the Confidential Information.

2.5. Return or Destruction.

Upon termination of this PRA, on written request of Discloser, Recipient shall promptly return or destroy all tangible Confidential Information and copies thereof except to the extent required to comply with Law or bona fide record-keeping processes.

3. Term

3.1. Term.

The Referral T&Cs start on the Effective Date and shall remain in effect unless terminated as set forth herein.

3.2. Termination for Convenience.

Either party may earlier terminate this PRA at any time, without cause, upon thirty (30) days advance written notice.

3.3. Effect of Termination.

Upon termination or expiration of this PRA, Partner shall cease to be a participant in the Aiden Referral Partner Program and all of Partner’s rights to receive the Program Benefits detailed in this Agreement, and to use Aiden’s Property shall cease. Provisions that survive termination or expiration include those relating to limitation of liability, payment, and others which by their nature are intended to survive.

4. Nature of Relationship.

This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between Partner and Aiden, notwithstanding the use of the term “partner” in this Agreement. Neither Party will represent that it has any authority to assume or create any obligation, express or implied, on behalf of the other Party, nor to represent the other Party as agent, employee, franchisee, or in any other capacity. There are no third-party beneficiaries to this PRA. Partner shall not make any proposals, promises, warranties, guarantees, or representations on Aiden’s behalf or in Aiden’s name.

5. Referral Fees

5.1. Referral Fee Qualification Criteria

• To be eligible for payment of Referral Fees, a Partner’s Lead must result in a direct order from the Customer (i.e., the Customer executes a Booking with Aiden) within six (6) months of when the Partner submitted the Lead. If a Partner’s Lead results in an order that goes through an Aiden reseller, the Partner that submitted the first Lead for the deal may submit a case via [email protected] requesting Aiden to make an exception regarding payment of a Referral Fee for the deal. Such exception is solely in Aiden’s discretion and may be rejected.
• Aiden will not pay Referral Fees to more than one Partner for any given Booking unless Partners elect to split the Referral Fee.

6. Referral Fee Payment Policies

• Responsibility for Payment: Aiden will pay Referral Fees owed to Partner for any Qualified Purchase as set forth herein, following receipt of payment from the Customer. For each Qualified Purchase, Aiden can provide a summary report with the payment of the applicable Referral Fee showing how Aiden calculated the payment. If either Party determines an error was made in the calculation of payment, each Party agrees to work diligently and in good faith to establish, and if established, resolve, the error to ensure Aiden makes the payment in accordance with its obligations hereunder. Aiden will be solely responsible for billing Aiden Customers for the Products and collecting payment.
• Refund of Referral Fee Payment: If for any reason Aiden makes a payment to Partner in error, or in the event a referred Aiden Customer fails to make a required payment of first-year subscription fees to Aiden for a Qualified Purchase within sixty (60) days of the payment due date, or if the applicable Aiden agreement with the Aiden Customer is terminated before the expiration of the agreed subscription term for any reason, Aiden shall be entitled to a refund of the corresponding payments made to Partner. Aiden may, in Aiden’s sole discretion, offset such refundable amounts against fees Aiden owes to Partner hereunder, or to invoice Partner for the refundable amounts. If Partner refunds fees to Aiden because of a referred Aiden Customer’s nonpayment, and Aiden later collects the corresponding fees from such Aiden Customer, Aiden will repay Partner the applicable fee for such Qualified Purchase less a deduction to cover one- half of Aiden’s collection and administrative costs, such deduction not to exceed one-half of the fee to which Partner would otherwise have been entitled. Aiden’s right to a refund, of which Aiden has not notified Partner, with respect to any Qualified Purchase shall expire ninety (90) days after the one-year anniversary of the subscription start date of that Qualified Purchase. Any invoiced amounts are due and payable by Partner within thirty (30) days after the invoice date.
• Form of Payment: Any payments made to Partner will be made by electronic transfer or check mailed to Partner’s address as noted in the PRA or by bank transfer to Partner’s bank account in the country of that address. Checks and wire transfers will be made only in the name as listed in the PRA. Any other payment arrangements must be pre-approved by Aiden’s Legal Department.
• Exclusions from Payment Obligations: Notwithstanding any other provisions of the PRA, Partner will not be entitled to Referral Fees or any other compensation on any sale if (i) such compensation is disallowed or limited by federal, state, or local law or regulation in the United States or the laws or regulations of Partner’s or Aiden Customer’s jurisdiction; (ii) the applicable Aiden Customer prohibits the inclusion of such compensation in the price of the contract or excludes such compensation from its payments to Aiden; or (iii) the Aiden Customer has paid or will pay such commissions, Referral Fees, or other compensation directly to Partner.
• Referral Fees will not be paid unless a Partner is in good standing at the time of Aiden’s payment processing. Payment processing occurs within forty-five (45) days of the month-end for the month that the Qualified Purchase closed.
• An Opportunity will be considered “closed” and the referring Partner eligible for Referral Fee as of the date on which Aiden receives a fully executed Booking from the Customer (the “Opportunity Closing Date”). To be eligible for payment of Referral Fees, partners must always adhere to the terms and conditions of the PRA, including these Program Policies (as updated from time to time).
• Aiden strictly prohibits partners from developing Leads using illegal, unethical, or improper means. Aiden strictly prohibits bribery. Partners may not promise, give, offer, or authorize the provision of money or anything of value to anyone to improperly influence the award or retention of business, including generating Leads.
• A Partner must submit a Qualified Lead to Aiden prior to Opportunity Closing Date to be eligible for payment of Referral Fees.
• In Aiden’s reasonable determination, Partner must demonstrate a material contribution to the completion of a Qualified Purchase.
• If different Partners submit Leads for the same Customer, only the first Partner to submit a Qualified Lead through will be eligible for Referral Fees based on a successful sale to the Customer.
• Partners are responsible for the management of Leads they submit. If a Partner feels a Lead submitted has not been reviewed in a timely manner and qualified, or has been improperly processed or disqualified, the Partner should submit a case to [email protected] for review by Aiden’s Partner support team in conjunction with Aiden’s direct sales organization. A Partner must bring any concerns about a Lead or Opportunity to the attention of Aiden’s Partner support team or their designated Partner manager.

7. Aiden’s Licenses to Partner.

7.1. Marketing Services.

Aiden may grant Partner a non-exclusive, nontransferable, limited license to use those portions of Aiden’s marketing programs, marketing materials, and tools solely for creating, executing, and monitoring marketing campaigns related to Aiden’s products and services (the “Marketing Services”). Partner’s use of the Marketing Services shall be subject to the PRA and must comply with Aiden’s current branding guidelines. Aiden may change the usage, branding and press release guidelines and location thereof at any time, and, upon reasonable notice from Aiden, Partner shall promptly modify Partner’s use of the Marketing Services to conform to any such changed guidelines.

Partner may allow third parties to access the Marketing Services for creating, executing, and monitoring marketing campaigns related to Aiden’s products and services on Partner’s behalf, provided that Partner ensures that all such use is in accordance with the PRA and these Program Policies. Partner agrees to be responsible for any misuse of the Marketing Services by Partner or any third party using the Marketing Services on Partner’s behalf and Partner agrees to use the Marketing Services at Partner’s own risk.

Partner shall cooperate with Aiden to allow for review of Partner’s use of the Marketing Services and compliance with Aiden’s quality standards. If Aiden, in Aiden’s sole discretion, determines that Partner’s use of the Marketing Services does not comply with this PRA, Partner shall promptly modify or discontinue Partner’s use as directed by Aiden. If Marketing Services include payments to Partner, then Partner shall maintain adequate books and records regarding the basis for such payments and shall provide Aiden with copies of such records upon request.

7.2. Aiden Trademark License.

Solely for the purposes of this Aiden Referral Partner Program, Aiden grants Partner a limited, nonexclusive, nontransferable, non-sublicensable, royalty-free license during the Term to use, such marks identified publicly by Aiden as available for use by Partners (“Aiden Marks”) in any Designated Territory in which Partner is authorized to be a Partner. This License does not grant rights to use any of Aiden’s trademarks that are not Aiden’s Marks. Any use by Partner of Aiden Marks shall be in accordance with Aiden’s trademark usage policies, with proper markings and legends, and subject to Aiden’s prior written approval. Partner shall not make any express or implied statement or suggestion, or use any of Aiden’s trademarks in any manner, that dilutes, tarnishes, degrades, disparages, or otherwise reflects adversely on Aiden or its business, products, or services. Partner shall cease, or adjust the manner of, its use of any of Aiden Marks at Aiden’s request in its sole discretion. Aiden may withdraw any approval of any use of Aiden Marks at any time in its sole discretion upon written notice to Partner, which withdrawal shall be effective promptly but in no case more than thirty (30) days from the date of Aiden’s notice.

8. DISCLAIMER OF WARRANTIES

AIDEN AND OUR AFFILIATED COMPANIES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE PRODUCTS OR THE AIDEN REFERRAL PARTNER PROGRAM. ACCESS TO AIDEN PRODUCTS OR PERSONNEL MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, THE AIDEN PRODUCTS AND SUPPORT OF AIDEN PERSONNEL ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE PRODUCTS AND AIDEN SUPPORT INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR BUSINESS OPPORTUNITIES, EVEN IF SUCH REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, WE ARE DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY, THE PARTIES AGREE THAT OUR AGGREGATE LIABILITY WILL BE LIMITED TO THE TOTAL COMMISSION AMOUNTS YOU HAVE ACTUALLY EARNED FOR THE RELATED CUSTOMER TRANSACTIONS IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM.

9. Entire Agreement

This Agreement is the entire agreement between us for the Affiliate/Referral Program and supersedes all other proposals and agreements, whether electronic, oral, or written, between Partner and Aiden. We object to and reject any additional or different terms proposed by Partner, including those contained in your purchase order, acceptance, or website. Our obligations are not contingent on the delivery of any future functionality or features of the Products or dependent on any oral or written public comments made by us regarding future functionality or features of the Products. It is the express wish of both Partner and Aiden that this Agreement and all related documents be drawn up in English. We might make versions of this Agreement available in languages other than English. If we do, the English version of this Agreement will govern our relationship and the translated version is provided for convenience only and will not be interpreted to modify the English version of this Agreement.