Artintech Certified Partner Network (ACPN)
Memorandum of Understanding (MOU)

This MOU, is made and entered into between Artintech Inc. (“Artintech”) and the partner (“Partner”).
WHEREAS Artintech delivers software applications as services over the Internet, and Partner wishes to provide consulting services on business process improvement, using Artintech Services/Products and resell services/subscriptions to Artintech Services/Products.

Terms:

The term of this MOU will be effective unless either party notifies the other, in writing, at least thirty (30) days that it desires to terminate the MOU.

Grant:

1. Artintech hereby designates Partner as a non-exclusive reselling partner of Artintech for Artintech Services. Partners may distribute subscriptions to Artintech Services to its customers.

2. Partner may provide access to Artintech Services by embedding links to Artintech Services on its website or may redirect potential customers and End Users to Artintech’s website or an Artintech sign-up web page where users may access or subscribe to the Artintech Services.

3. Partner shall display Artintech Logo on Partner Website. Partner shall comply with this obligation within a period of 60 (sixty) days from the Effective Date.

4. Partner shall communicate Artintech Terms of Service to Subscribers. Partner shall not make any commitment, representation or warranty in respect of Artintech Services to Subscribers except as expressly provided in Artintech Terms of Service, or authorized by Artintech.

5. Upon request by Partner, Artintech agrees to provide Partner with an account in Partner Dashboard for tracking and managing distributions of subscriptions to Artintech Services.

6. Artintech shall provide Partner with generally accepted sales and marketing support as requested by Partner.

7. Artintech shall provide Partner with an “Account Registration” process for registering Partner’s prospective customers for a period of thirty (30) days and not to exceed ninety (90) days by providing details of such prospective customers in writing to Artintech. Artintech will make best efforts to offer account protection during the Account Registration period. However, Artintech is under no obligation to provide such account protection if such prospective customer is registered in the account of any other Partner or distributor of Artintech Services at that time. In disputes regarding such prospective customers, Artintech shall make commercially reasonable efforts to resolve the Partner’s issue.

End User Support

1. Partner may provide localized support services to Subscribers. If Partner provides local support, Artintech will provide 2nd level support to Partner as needed.

2. Partners may be required to undergo training in the event technical support is provided by Partner to Subscribers with respect to Artintech Services.

List Price and Discount

1. Partner shall charge Subscribers for subscriptions to Artintech Service at no less than the prevailing list price and shall not charge more without Artintech’s prior written consent.

2. Partner may, without Artintech’s prior consent, charge additional amounts towards any services, including local support services, provided by Partner to Subscribers.

3. Partner is entitled to Partner Discount as specified in Partner Dashboard.

4. Partner may pay for subscriptions through Partner Dashboard by using Partner or Subscriber’s credit card. If Partner’s credit card is used, the Partner Discount Price will be charged to Partner’s credit card. If Subscriber’s credit card is used, the List Price will be charged to the Subscriber’s credit card, and the difference between List Price and Partner Discount Price will be credited to Partner.

5. During the renewal of subscriptions to Artintech Service, the applicable List Price or Partner Discount Price will be charged to the credit card used for making payment for the initial subscription. In the event Subscriber’s credit card is used for making payment for the subscription to Artintech Service, it shall be Partner’s responsibility to communicate to Subscribers that payments for renewal of subscriptions will be automatically charged to their credit cards.

6. In the event of a change in List Price, Partner Discount Price shall also change proportionately.

Proprietary Rights

Artintech owns all rights, titles, and interests in the software and technology pertaining to Artintech Services. This MOU does not grant any right, title, or interest in or to any software or technology to Partner.

License to use Trademarks

1. Artintech grants Partner a non-exclusive, non-transferable license, without the right to sublicense, to use or display the Artintech Trademark including the name ‘Artintech,’ and Artintech logo on the Partner website, press releases and other publicity materials; provided that any use of the Artintech Trademark including the name and logo must be approved in writing by Artintech in advance and be used solely for the purposes of this MOU.

2. Partner hereby grants Artintech a non-exclusive, non-transferable license, without the right to sublicense, to use or display to use Partner’s name or trademarks in any Publicity Materials of Artintech. Artintech may also include Partner in any List of Partners, distributors or partners maintained by Artintech on its websites or in any other form.

3. Except as provided in this document, neither party shall use or display the other party’s Trademarks. Partner shall not register Internet domain names bearing the name ‘Artintech’ or any other trademark of Artintech.

Privacy and Security of End User Data

1. Artintech shall adopt privacy measures in respect of End User’s Personal Information according to Artintech Privacy Policy and adopt all commercially reasonable security measures for the protection of End User Data according to industry standards.

2. A well-known payment gateway service provider will store information related to the Partner or Subscriber’s credit card. Artintech will not store or access any credit card related information.

Proprietary Rights

Artintech and its licensors own all rights and interests in and to Artintech Service. Partner does not acquire any right in Artintech Service except as expressly set forth in this document.

Confidentiality

Each party agrees: (i) to hold the other party’s Confidential Information in strict confidence, using at least the same degree of care with which it protects its own proprietary information (in no event using less than reasonable care); (ii) not to use such Confidential Information for any purpose outside the scope of this document; and (iii) not to disclose such Confidential Information to third parties not authorized by the disclosing party to receive such Confidential Information. The foregoing prohibition on disclosure of Confidential Information shall not apply to the extent that the Confidential Information is required to be disclosed by the receiving party as a matter of law. The confidentiality obligations shall survive any termination of this document.

Warranties

1. Partner shall not make any representations or warranties in respect to Artintech Services to Subscribers other than those that Artintech normally provides in the Artintech Terms of Service. However, the Partner may communicate the features and benefits of Artintech Services for the purpose of this document.

2. Except as expressly provided in this document, Artintech expressly disclaims all warranties not stated here, including, but not limited to the implied warranties of merchantability and fitness for a particular purpose or warranties that might arise from a course of dealing, usage or trade practice, with regard to Artintech services.

Limitation of Liability

Except for indemnification and breach of confidentiality obligations under no circumstances and under no legal theory, whether tort (including negligence), product liability, contract, or otherwise, shall either party be liable to the other or any other person for any indirect, special, incidental, reliance or consequential damages, even if such party shall have been informed of the possibility of such damages.

Termination

1. This MOU may be terminated by either party upon any material breach by the other party of the terms of this MOU and failure to cure such breach upon 15 (fifteen) days’ written notice.

2. This MOU may be terminated for convenience by Partner upon 30 days written notice to Artintech and by Artintech upon 30 days written notice to Partner.

3. Upon termination, Partner shall cease distribution of subscriptions to Artintech Service. However, Subscribers may continue Artintech Service subscriptions.

4. Upon termination, each party will promptly return any and all Confidential Information, including any documentation, specifications or other materials regardless of medium, previously provided by the other party within fifteen (15) business days.

5. Upon termination, Partner shall cease to be entitled to discounts specified in this MOU. Partner shall also cease the use of Artintech Trademarks.

Relationship of Parties

The relationship between the parties is non-exclusive. The parties may enter into similar agreements with third parties. Each of the parties is an independent contractor, and neither party shall be considered the agent of the other party for any purpose whatsoever. Neither party has the authorization to enter into any contract or to assume any obligation for the other party. Nothing in this document shall be construed as establishing a partnership or joint venture between the parties. Each party shall be responsible for its own acts and omissions and the acts and omissions of its agents, employees and subcontractors.

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