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1.1. “Agreement” refers to this agreement (w/appendixes) for the commercial collaboration concerning sale of the product Sesam SaaS services;
1.2. “Terms of Service” refers to “Agreement on access to and use of SESAM Software as a Service (SaaS)”, including appendixes;
1.3. “SaaS Services” are Sesam's SaaS Services as described and specified in the Terms of Service:
1.4. “Intellectual Property Rights” refers to any and all tangible and intangible rights in any and all jurisdictions, whether registered or not, including but not limited to technical solutions, methods, processes and procedures, whether patented, patentable or not, as well as all copyrights, trademarks, designs, databases, drawings, specifications, prototypes, trade secrets, know-how and the like;
1.5. “Sesam's Intellectual Property Rights” means the Material Contributions and Intellectual Property Rights that SESAM owns, uses and brings into the Collaboration;
1.6. “Collaboration” means the collaboration between the Partner and Sesam, which involves the Partner marketing and selling the SaaS services on behalf of SESAM;
1.7. “Collaborative result” means any sales completed by/with the help of the Partner in the case of SaaS services, where an agreement has been entered into with Customer/End User.
2.1. The purpose of this Agreement is to regulate Sesam's and the Partner's ( “the Parties” ) obligations and rights in connection with the Parties' Collaboration. This Agreement requires that the Partner has signed and/or accepted the Terms of Service, including appendixes. By accepting the Terms of Service, the Partner will also be able to access and use the SaaS Services provided by Sesam in accordance with Terms of Service.
2.2. Sesam grants the Partner a limited, non-exclusive and terminable right, cf. sections 3.1 and 3. to market and sell/sublicense the SaaS Services to the Partner's Customers/End Users, and the Partner is willing to market, promote and distribute SaaS services and/or offer its own services and Sesam SaaS services collectively to Customers/End Users for one or both of the following purposes, and in the accordance with the terms that are described in this Agreement:
2.2.1. Partner markets, sells, provides and invoices the SaaS Services to Customers/End Users for the purpose of:
2.2.1.1. integrating the SaaS Services with the Customer/End User's ownproducts/services; and/or
2.2.1.2. selling the SaaS Services together (bundling) with the Partner's own services/products.
2.3. When the Partner markets and sells the SaaS Services as described in section 2.2.1, they must provide consultants to the Customer/End User. If so, the Partner must be a Sesam Certified Solution Partner, cf section 6.1.2.
3.1. Partner's Rights: Pursuant to the terms of this Agreement, Sesam grants the Partner a non- exclusive, terminable, worldwide right to market and distribute the SaaS Services and necessary documentation to Customers/End Users, including all modifications, enhancements, upgrades, and new versions and releases of the SaaS Services, or parts thereof, and the right to sublicense to Customers/End Users.
3.2. Business development: The Parties will actively seek and pursue market innovation opportunities and, without undue delay, keep each other informed of such opportunities.
3.3. Application Programming Interface (API): Responsibility and costs related to the development of new APIs shall be discussed and agreed between the parties for each new development. Unless otherwise agreed, Sesam shall own all APIs in connection with the SaaS Services, whether developed before, during or after termination of the Agreement.
3.4. No exclusivity: Nothing in this Agreement implies that the Partner receives exclusivity for resale, integrated sales and total sales, cf. section 2.2 above. During the course of this Agreement and after termination of this Agreement, Sesam shall have the right to enter into similar agreements with other partners for the same purposes as stated herein or elsewhere.
3.5. Trademarks: The Parties may use names, trademarks, service marks, trade names, product names and logos of the other party (“Brands”) for advertising, distribution and marketing of the services to Customers/End Users. Each Party agrees and shall ensure that it will not change, modify, hide, remove or make any other changes to any Brands without the other party's prior approval.
3.6. The Partner agrees not to register or use, or attempt to register or use, any trademark that may be confusing to Sesam's trademarks in any jurisdiction.
3.7. The Partner will seek to obtain consent of its Customers/End Users for their inclusion in Sesam's list of references.
4.1. The Collaborative Results and Discount for Partner re-sale:
4.1.1. When the Partner markets/provides/sells the SaaS Services to Customers/End Users as described in 2.2.1 , the Partner enters into agreement and invoices the Customer/End User themselves.
4.1.2. The Partner will have their own user in portal.sesam.io upon signing this Agreement and accepting the Terms of Service. The Partner must then register each new Customers/End Users in the portal by making subscriptions for them. The Customer/End User will thus gain access to the SaaS Services. Partner must make sure that the Customer/End User has signed the Terms of Service before access is given to the SaaS services.
4.1.3. To qualify for the 15% disocunt, the Partner must run and drive the process, as well as invoice the Customer/End User. For the avoidance of doubt, the discount is 15% of monthly revenue on the SaaS Services for each Customer/End User, calculating from the Effective Date of the signed Terms of Service by the Customer/End User.
4.1.4. The Partner is eligible for a 15% discount for as long as the separate service agreement between the Partner and the Customer/End User is valid and the SaaS Services are a part of the separate service agreement and generates income for Sesam. In cases where the professional relationship between Partner and Customer/End User changes, in a way that affects the SaaS Services so income is no longer generated for Sesam, the Partner will no longer be eliglible for the 15% discount from Sesam.
4.1.5. To be eligible for the 15% discount the Partner must be a Sesam Certified Solution Partner, cf section 2.3 and section 6.1.2.
4.2. The 15% discount will be delivered to the Partner as a discount on the monthly invoice from Sesam. Sesam will subtract the 15% on the monthly invoice on the SaaS Services as they are calculated for each Customer/End User.
4.3. All discounts to Partner under this Agreement is depending on, and subject to (where applicable), the Terms of Service Appendix 2 – Subscription Fee, payment terms.
5.1. In addition to the specific obligations set forth in this Agreement, the Parties shall appoint a contactperson: