between qiibee and Channel Partner
qiibee and channel partner also each a “Party” and together the “Parties”
The Services may not be accessed for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.
QIIBEE’s direct competitors are prohibited from accessing the Services, except with QIIBEE’s prior written consent.
This Agreement was last updated on April 23, 2021. It is effective between Customer and QIIBEE as of the date of Customer’s accepting this Agreement (the “Effective Date”).
The purpose of this channel partner agreement (CPA) is to set out the basis on which the Channel Partner is collaborating with qiibee ag, Swiss company number: CHE-430.610.464 (qiibee) regarding the roll-outs of rewarding applications of their brand customers (Brand) and the related Channel Partner Incentive Program.
2. Areas of Cooperation
As main areas of cooperation to organize joint projects, the Parties have defined the following:
2.1. qiibee will provide the Channel Partner with various support services around the acquisition and onboarding of the brands:
- Support onboarding of new brands
- Support technical integration for loyalty applications of new brands
- Support go-to-market of new loyalty applications
- Communication of new loyalty applications
2.2. The Channel partner agrees to use the qiibee Plug & Play solution for the blockchain-based rewarding applications of their Brand. Specifically,
- SDKs to connect to the blockchain, generate wallets and transfer tokens
- and the qiibee Dashboard to create and issue loyalty tokens
3. Channel Partner Incentive Program
3.1. qiibee agrees to compensate the Channel Partner for the acquisition, onboarding and roll-out of rewarding applications of their Brands based on qiibee’s Plug & Play solution.
For the effort qiibee will contemplate the following compensation: see Excel File – Channel Partner Rewarding System.
The revenues will be paid out at the end of the second and fourth quarter of the year, after launch in market, and only after qiibee received the payment from the Brands.
The Parties intend to proceed as quickly as possible with the roll-outs of the rewarding applications of the Brand and, on the assumption that adequate information covering the areas itemised in paragraph 2 is processed promptly, the Parties agreed to
- acquire the first Brand within 3 to 6 months from the date where the CPA was signed
- onboard the first Brand within 6 to 12 months from the date where the CPA was signed and
- roll-out the first Brand within 12 to 18 months from the date where the CPA was signed
Each Party will pay its own expenses in connection with the proposed roll-out of the rewarding application of their Brand.
This CPA is not exclusive and, subject to confidentiality conditions, each of the Parties is entitled to act independently and sign respective binding and non-binding agreements, documents and assume obligations related to any other jurisdictions, persons and entities.
The Channel Partner agrees that he will ensure that any third party on whose behalf he accesses or uses any qiibee Product or Software for any business or commercial purpose is bound, and he represents and warrants that he has the authority to bind that third party to such terms.
In this specific case, qiibee grants to Cryp2master exclusivity within the territory of Denmark for the first 18 months after signature of this agreement.
7. Definition of Confidential Information
For purposes of this Agreement, “Confidential Information” shall include all information or material that has or could have commercial value or other utility in the business in which disclosing party is engaged. If Confidential Information is in written form, the disclosing party shall label or stamp the materials with the word “Confidential” or some similar warning. If Confidential Information is transmitted orally, the disclosing party shall promptly provide a writing indicating that such oral communication constituted Confidential Information.
8. Exclusions from Confidential Information
Obligations under this agreement regarding confidential information do not extend to information that is:
- publicly known at the time of disclosure or subsequently becomes publicly known through no fault of one of the Parties;
- discovered or created by the receiving Party before disclosure by disclosing Party;
- learned by the receiving Party through legitimate means other than from the disclosing party or disclosing Party’s representatives;
- or is disclosed by receiving Party with disclosing Party’s prior written approval.
9. Obligations of Channel Partner
Channel Partner shall hold and maintain the confidential information in strictest confidence for the sole and exclusive benefit of qiibee. Channel Partner shall carefully restrict access to confidential information to employees, contractors and third parties as is reasonably required and shall require those persons to sign nondisclosure restrictions at least as protective as those in this Agreement. Channel Partner shall not, without the prior written approval of qiibee, use for Channel Partner’s own benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of qiibee, any confidential information. Channel Partner shall return to qiibee any and all records, notes, and other written, printed, or tangible materials in its possession pertaining to confidential information immediately if qiibee requests it in writing.
10. Time Periods
The non-disclosure provisions of this agreement shall survive the termination of this agreement and Channel Partner’s duty to hold confidential information in confidence shall remain in effect until the confidential information no longer qualifies as a trade secret or until qiibee sends Channel Partner written notice releasing Channel Partner from this non-disclosure obligation, whichever occurs first.
Nothing contained in this Agreement shall be deemed to constitute either Party a joint venture or employee of the other party for any purpose.
12. Use of Data
Each Party is solely responsible for its actions within this CPA, including, without limitation, using of third party or users’ data and information.
If a court finds any provision of this Agreement invalid or unenforceable, the remainder of this Agreement shall be interpreted so as to best to effect the intent of the Parties.
This Agreement expresses the complete understanding of the Parties with respect to the subject matter and supersedes all prior proposals, agreements, representations, and understandings. This Agreement may not be amended except in a writing signed by both Parties.
The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights.
16. Governing Law and Jurisdiction
This agreement shall be construed in accordance with and governed by Swiss law (without giving effect of the principles of conflicts of law).
Any dispute, controversy or claim arising out of or in connection with this agreement , including the validity, invalidity, breach or termination thereof, and including tort claims, shall be exclusively submitted to and determined by the ordinary courts in Zug, Switzerland.
This Agreement and each Party’s obligations shall be binding on the representatives, assigns and successors of such Party. Each Party has signed this Agreement through its authorized representative.