General Terms of Partnership

General Terms of Partnership

Updated: March 19, 2021

These Leadoo Terms of Partnership (“Terms”) shall apply to the cooperation between Leadoo and its Partner as defined in more detail in the Leadoo Partner Agreement between the Parties which these Terms are attached to. The Leadoo Partner Agreement and the Terms shall be referred to herein as the “Agreement”.

If at any time you would like to discuss with us how the Leadoo Partnership cooperation can be improved or if you have a complaint about it, you are invited to contact your contact person identified in the Agreement. If your problem is not resolved, do not hesitate to directly contact our COO Fredrik Rönnlund, [email protected] or +358 400 300 381. We will investigate any complaints promptly and do what we can do to resolve the difficulties.‬‬‬

Definitions

Unless otherwise agreed herein, the terms used in these Terms shall have the meaning agreed in Leadoo Partner Agreement.

For the sake of clarity, the agreement regarding Leadoo Products shall be made between the End Customer and Leadoo only and Leadoo products shall be provided solely in accordance with Leadoo’s applicable terms and conditions.

The Partner and End Customer may order additional services, such as consultation or in-app purchases, from Leadoo. Terms and prices applicable to such additional services shall be agreed separately.

Scope of Application

These terms and conditions shall be applied to the cooperation related to the provision of Leadoo Products to the Partner’s End Customers pursuant to the Agreement.

The Partnership will apply for as long as you participate in the program and have an active and signed agreement. Both parties may terminate this agreement with a thirty (30) day written notice to the other party. If Leadoo updates the terms of this Agreement, you may terminate this Agreement on five (5) days written notice to us, provided that you send us written notice within ten (10) days after we send you notice of the change.

Partnership levels

There are three levels for partnerships, with different % on the deals:

1. Referral level – The Partner refers new clients to Leadoo
2. Gold level – The Partner refers new clients to Leadoo and/or resells Leadoo independently
3. Diamond level – The Partner refers new clients to Leadoo and/or resells Leadoo independently

The level is determined in the Partnership Negotiations between the parties. Different levels have different requirements and kickbacks. The kickbacks are paid once per year, checked by Leadoo in November and sent as invoice from Partner to Leadoo in December.

Intellectual Property Ownership

Leadoo exclusively owns and retains all title, intellectual property, and any other rights in and to all Leadoo Products. Unless otherwise agreed, no license or rights related to Leadoo Products shall be granted based on the Agreement.

Partner exclusively owns and retains all title, intellectual property, and any other rights in and to all Partner’s products.

Confidentiality

Both Leadoo and Partner agree that the Agreement and all information and materials related to the Agreement constitutes “Confidential Information”. Confidential Information further includes information either marked as confidential or information reasonably known or understood by the receiving party as being treated by the disclosing party as confidential. Confidential Information shall not include information: (i) that is now or becomes generally available to the public through no fault or breach of the receiving party; (ii) that the receiving party can document was already known to it prior to disclosure by the disclosing party; (iii) that is independently developed by the receiving party without use of any of the other party’s Confidential Information; and (iv) that the receiving party rightfully obtains from a third party who has the right to transfer or disclose it.

Each Party agrees to keep the other Party’s Confidential Information confidential, not to use such information except as authorized by the disclosing Party, and to accord to such information the same safeguards and protections which it accords to its own confidential business or technical information. If the receiving Party is subpoenaed or ordered by any court or governmental agency to disclose the other Party’s Confidential Information, it will provide prompt written notice to the other Party so as to allow such Party to seek a protective order or confidential treatment for such information.

Both Parties may disclose Confidential Information to their personnel including the personnel in subsidiaries, parent or affiliated companies that have a need to know such Confidential Information for performing the duties required by this Agreement with the provision that such personnel is bound by confidentiality obligations herein.

Limited License to use Leadoo Marks

Leadoo grants Partner a non-transferable, non-sublicensable, royalty-free and non-exclusive license to use logos, words and/or text provided by Leadoo to Partner (“Leadoo Marks”) in connection with the marketing and promotion of Leadoo’s products and/or services and Partner’s own Leadoo related products and/or services with the following terms and conditions:

1. Leadoo reserves the right to change, modify or replace any Leadoo Marks at any time, and Partner agrees to comply with such changes at its sole cost.
2. Partner agrees to comply with the trademark use guidelines Leadoo puts in place from time to time for the use of the Leadoo Marks.
3. Partner agrees to follow any limitations or directions related to the use of Leadoo Marks at its sole cost.
4. Partner shall not apply for registration of any of the Leadoo Marks or any mark confusingly similar thereto anywhere in the world.

Limited License to use Partner Marks

Partner grants to Leadoo a non-transferable, non-sublicensable, royalty-free and non-exclusive license to reproduce and display Partner’s logos, trademarks, trade names and similar identifying material provided by Partner to Leadoo (“Partner Marks”) so that Leadoo may refer to Partner as Leadoo’s partner, such as on the Leadoo website, in press releases and in other marketing materials.

Marketing and Material Costs

Both Parties shall bear the cost of their own marketing actions.

No Confusing Content

Partner agrees that the domain name for the Partner’s website does not and will not contain the term “Leadoo”, or any variation thereof. Partner shall not copy, co-brand or frame the Leadoo website or otherwise have any portion of the Leadoo website visible on the Partner’s website, or conversely have any portion of the Partner’s website visible on the screen once a user has clicked through to the Leadoo website. The Partner’s website will not in any way copy any content from, or resemble the look and feel of, the Leadoo website, nor shall Partner create the impression that the Partner’s website is the Leadoo website or a part thereof. None of the content displayed on the Leadoo website may be copied without prior written permission from Leadoo. Partner shall not exploit either for itself or for the benefit of any third-party any of the Leadoo Marks by other means than those agreed in this Agreement. Under no circumstances may any Partner website or any other website affiliated with Partner in any way state or imply (in text or otherwise) that the Partner website offers or sells Leadoo products or services on sale, off price, at a discount, or otherwise than at list prices.

Reselling

Subject to the terms and conditions of the Agreement, Leadoo grants Partner a non- transferable, non-assignable license, without right to sublicense, during the term of the Agreement to market and promote the Leadoo Products for the purposes set out in the Agreement. Partner understands and shall inform End Customers that the use of Leadoo’s products and services is dependent upon End Customers agreeing and adhering to the license agreements and terms of use applicable to the respective Leadoo Products.

Partner shall be responsible for paying all taxes of any nature related to its own business and provision of Leadoo Products as agreed herein.

Leadoo invoices Leadoo Products from the End Customer based on the agreement between the End Customer and Leadoo.
Term and termination

Unless otherwise agreed, the Agreement shall commence as of the Effective Date and remain in effect until further notice (“Term”).

Both Parties may terminate the Agreement, for any reason, at any point in time during the Term by giving at least 30 days’ prior written notice to the other Party.

Both Parties may terminate the Agreement with immediate effect if the other Party materially breaches the Agreement and does not remedy such breach within 30 days from the other Party’s written notice regarding such breach.

If Partner terminates the Agreement, no pre-paid fees will be returned. If Leadoo terminates the Agreement, excluding termination due to Partner’s breach of any obligations under this Agreement, prepaid service fees will be refunded in proportion to non-rendered services. All accrued service fees shall be invoiced and paid upon termination of the Agreement within 45 days.

Effect of Termination

Upon termination of this Agreement:

1. The license to use Leadoo Marks granted to Partner shall terminate immediately.
2. The license to use Partner Marks granted to Leadoo shall terminate immediately.
3. Partner’s Leadoo Partnership status shall expire immediately.
4. The license to promote and offer Leadoo’s products and services granted in the Agreement shall terminate immediately.

Non-Solicitation

During the Term of the Agreement and for a period of one (1) year after termination of the Agreement, both Parties hereby agree that they shall not, directly or indirectly, solicit, discuss employment or consultancy with, or hire any employee or consultant of the other Party, including all affiliates, related and group companies. If either party breaches this Section, the breaching Party shall, on demand, pay to the other Party a sum equal to one (1) year’s salary, before taxes or other deductions, of the employee, worker, consultant or independent contractor in question. This amount represents an agreement between the Parties approximating the significant damage likely to result from breach of this Section and is not to be interpreted as a penalty or punishment, therefore.

During the duration of the partnership, or for a twelve (12) month period following the termination of partnership, Partner shall not engage, directly or indirectly, in any capacity, in any competition with the Company or any of its subsidiaries.

The Partners agrees to pay a compensation fee of 100 000€ if the Partner causes a breach of the Non Competition obligation.

Export Control

Software provided by Leadoo may be subject to import and export controls in other countries. Partner agrees to strictly comply with all applicable import and export regulations and acknowledge that Partner has the responsibility to obtain licenses required by applicable laws to export, re-export, transfer or import Software.

Relationship of the parties

Each of the parties is an independent contractor in all aspects of this Agreement. Nothing in this Agreement will be deemed to constitute or create an agency, joint venture, pooling arrangement, fiduciary relation, or other formal business entity between the parties.

Neither party shall have or shall hold itself out as having any right or authority to create any contract or obligation, either expressed or implied, on behalf of the other party.

Warranty Disclaimer and Limitation of Liability

EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTY THAT ANY SERVICE OR DELIVERABLE WILL MEET ALL NEEDS AND EXPECTATIONS.

EACH PARTY’S AGGREGATE LIABILITY TO THE OTHER PARTY FOR DAMAGES CONCERNING PERFORMANCE OR NONPERFORMANCE BY SUCH PARTY OR IN ANY WAY RELATED TO THIS AGREEMENT, AND REGARDLESS OF WHETHER THE CLAIM FOR SUCH DAMAGES IS BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED THE GREATER OF:

ONE THOUSAND EUROS (1,000 EUR); OR

THE FEES, IF ANY, RECEIVED BY THE PARTNER FROM LEADOO FOR THE TWELVE (12) MONTH PERIOD PRECEDING THE OCCURRENCE OF SUCH LIABILITY.

THIS LIMITATION OF LIABILITY WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY SET FORTH HEREIN AND NOTWITHSTANDING ANY LIABILITY UNDER THIS AGREEMENT.

NEITHER PARTY TO THIS AGREEMENT SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF DATA, BUSINESS INTERRUPTION, OR LOSS OF PROFITS, ARISING OUT OF THE USE OF OR THE INABILITY TO USE THE LICENSED MATERIALS, EVEN IF THEY HAVE BEEN ADVISED OF OR SHOULD HAVE FORESEEN SUCH DAMAGES.

Statute of Limitation

The parties agree that any action in relation to an alleged breach of this Agreement shall be commenced within one year of the date of the breach, without regard to the date the breach is discovered. Any action not brought within that one year time period shall be barred, without regard to any other limitations period set forth by law or statute.

Notices

Notices and communications shall be in writing and deemed served when received by hand delivery, certified mail (return receipt requested), by recognized overnight courier or by e-mail that is replied, to a contact person of the other Party.

Severability and Modification

If any provision of the Agreement shall be held invalid, illegal or unenforceable, the remaining provisions shall not be affected or impaired.  The Agreement may be modified only by an express written agreement executed by authorized representatives of each Party.

No Waiver

The failure of a Party to exercise any right or privilege arising out of the Agreement shall not preclude it from requiring that the other Party fully perform its obligations and shall not preclude it from exercising such a right or privilege at any time.

Assignment

The Agreement shall not be assigned or transferred by either Party without the prior written consent of the other Party, except in connection with a merger, consolidation, or similar transaction. Leadoo may assign its rights to amounts payable to it under the Agreement.

Force Majeure

Except for the obligation to pay sums due hereunder, neither Party shall be responsible for defaults, delays or failures in performance of the Agreement (including, without limitation, technical malfunctions, telecommunication or Internet outages or problems, computer errors, or corruption or loss of information) resulting from acts, events, circumstances or causes beyond its control, including also a force majeure encountered by a subcontractor of a Party.

Competition

Partner acknowledges and agrees that Leadoo may, without limitation, provide services for or grant licenses to other persons, firms, corporations, or other entities, including entities that compete with Partner, on any terms Leadoo deems appropriate.

Survival

Sections “Intellectual Property Ownership”, “Confidentiality” and “Non-Solicitation” of this Agreement will survive the completion, expiration, termination or cancellation of this Agreement.

Rights and obligations which by their nature should survive or which this Agreement expressly states will survive will remain in full force and effect following termination or expiration of this Agreement. The parties will cooperate with each other during and following termination or expiration of this Agreement to safeguard subject safety and continuity of treatment, and to comply with all applicable laws, rules, and regulations.

Entire Agreement

These Terms and Conditions, together with the Agreement and any applicable attachments incorporated herein, comprises the entire agreement between Partner and Leadoo and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between Parties regarding the subject matter contained herein.

Governing Law

This Agreement and its terms and conditions shall be governed by and construed in accordance with the substantive laws in force in Finland. This Agreement shall be construed and enforced without regard to the United Nations Convention on the International Sale of Goods. The official text of the Agreement or any notices given or accounts or statements required hereby shall be in English.

Partners and Leadoo agree to operate within the laws of the country or region where the Leads / Clients Headquarters or key decision makers operate.

Partners not based in Finland will be given a reasonable amount of time to solicit / find legal Finnish representation to include travel options.  If travel is not an option then digital streaming Arbitration (with interpreter) will be provided.

Any dispute or controversy or claim arising out of or relating to this Agreement involving the Parties, shall be resolved by final and binding arbitration in accordance with the Arbitration Rules of the Finnish Central Chamber of Commerce by one (1) arbitrator appointed according to the aforementioned rules. The arbitration shall be conducted in the English language in Helsinki, Finland.