1 DEFINITIONS

Certain capitalized terms used in this Agreement, Appendices, not otherwise defined within, will have the meanings set forth below.

“Access Credentials” means login information, passwords, security protocols, and policies for the Venn Products.

“Affiliates” means any entity controlled by or under common control with a Party.

“Agreement” means this MPA, its Appendices, Addenda and related Partner Order Forms.

“Confidential Information” means all written or oral information, disclosed by either Party to the other, related to the operations of either Party or a third party. The Confidential Information includes, but is not limited to, personal, consumer, customer, or employee data, information; business plans, marketing information, cost estimates, forecasts, bid and proposal data, or financial data; or formulae, products, processes, procedures, programs,
inventions, systems, or designs.

“Customer” means in the case of an individual accepting terms of a Customer Agreement with Partner, on his or her own behalf, such individual, or in the case of an individual accepting the Customer Agreement terms on behalf of a company or other legal entity, the company or other legal entity for which such individual is accepting this Agreement, and Affiliates of that company or entity (for so long as they remain Affiliates) which have entered into a Customer Agreement. Use of Venn Products by such an individual or entity is for its own internal purposes and not for resale.  Customer does not include an entity that resells, sells, licenses, rents or leases Venn Products
to other parties.

“Customer Agreement” means a binding agreement between Partner and Customer that defines the details and terms related to a Customer’s rights related to the use of Venn Products.  The details and terms will include at a minimum, but are not limited to, Customer Fees, Customer Term, terms protective of Venn’ Confidential Information, and a statement binding the Customer to adhering to the terms of the Venn End User License Agreement (“EULA”).

“Customer Content” means the data or content uploaded into the Venn Products or by or on behalf of Customer or Venn End User.

“Customer Fees”. Fees charged by Partner to Customer for Venn Products.

“Customer Term” The period the Customer will have access to the Venn Products ordered by Partner for Customer, and as indicated on the Partner Order Form.

“Partner Order Form” A formal sales order, bound by the terms of this Agreement, that a Partner and Venn would execute to represent the order of Venn Products by Partner for each individual Customer that Partner has executed a Customer Agreement with, and which includes Venn Products.  Partner is bound to the terms agreed upon, independent of whether the Customer Agreement has been terminated or materially breached.  Each would include details including, but not limited to, the Customer, Customer Term and Venn Product fees.

“Partner Portal” a web-based software application service that may be made available to Partners, enabling the Partner to access sales resources, deployment resources and register opportunities.  What information and functionality is made available within the Venn Partner Portal is at the sole discretion of Venn.

“Partner Program” means the Partner Program pursuant to which independent third-party agents are authorized by Venn, subject to the terms and conditions of this Agreement, to sell Venn Products to Partner’s Customers.

“Partner Services” Services provided to Customers by Partner in connection with Venn Products.

“Permitted User” shall mean an employee, client, agent, contractor, or other authorized Venn End User of Customer who has been identified to Venn and assigned a personally identifiable username and password in order to access Venn Products.

“Registered Opportunity” shall mean a lead that has been both registered in our Partner Portal or via email, and that has been accepted and approved by Venn by way of written communication, where such lead indicates a prospective customer that the Partner intends to attempt to sell Venn Products and Partner Services to and where Partner desires no confusion or competition introduced by Venn directly or one of Venn’s other partners. For an opportunity to be approved as a registered opportunity, it must not have already been registered by another Partner, is not already being worked on by the Venn direct sales team or is not an existing customer of Venn.  Registered leads that are accepted by Venn will be deemed a Registered Opportunity for a period of six months.  In the event that the Partner does not close the opportunity within six months, Venn may allow another Partner to sell Venn Products to the opportunity.  In no circumstances, will Venn get in the way of a prospective customer’s desire to purchase services and Venn Products from an organization other than the Partner that the opportunity is registered.  However, Venn will do everything in its power to support and direct the prospective customer to purchase Venn Products and Partner Services from the Partner the opportunity was registered
under.

“Service Level Agreement” The aspects of the Partner response to Customer or Venn response to Partner – scope, quality, responsibilities that are agreed to between Venn and the Partner that are represented in this Agreement or specified on any mutually executed Partner Order Form.

“Technology” As it relates to each Party, means any proprietary software, online solution or other technology owned or licensed by such Party. Technology may be implemented in such Party’s Products and Services. The Venn Technology includes the Venn Products. Partner Technology includes all other intellectual property of Partner Services.

2. GENERAL

2.1. Overview. This MPA contains the general terms and conditions governing the legal relationship between Venn and Partner relating to the mutual covenants and obligations of the Parties set forth herein and in the attached and subsequently executed Partner Order Forms. Except as expressly set forth herein, this Agreement will not limit the right of Venn to establish, maintain or expand a sales force, or contract with or utilize other Partners, in any territory in the world at any time.

2.2. Partner Program. By agreeing to this Agreement, Partner will become part of the Venn Partner Program, the details of which may change from time to time and will be communicated to Partner when changed. The Partner Program is designed to align expectations of each Party and enable authorized Partners, subject to the terms and conditions of this Agreement, to sell Venn Products either alone, or in conjunction with, additional Partner Services.

2.3. No Publicity. Each Party agrees that the other Party shall be entitled to review and approve any and all promotional materials prepared by one Party that contain a reference to the other Party as contemplated herein before publication or distribution of same. No public disclosures by either Party relating to this Agreement shall be made without the prior written approval of authorized representatives of the other Party.

2.4. Trademark License. Subject to the terms and conditions of this Agreement, Venn grants to Partner a limited, non-exclusive, non-transferable, royalty-free right and license to use, display and perform the Venn’s or Venn’s trade name and logo and trademarks or service marks, solely for the purpose of the Partner fulfilling its obligations or exercising its rights hereunder.  

2.5. Trademark License Restrictions. Partner will use Venn’s or Venn’s logo and trademarks in conformance with any current brand guidelines and subject to quality control procedures either included within the Partner Portal or as directly communicated to Partner by Venn. 

3. ACCESS, RIGHTS, RESTRICTIONS AND SECURITY

3.1 Access to Venn Products.
Subject to Partner’s compliance with the terms and conditions contained in this Agreement, Venn grants to Partner a non-exclusive, non-transferable, non-sublicensable, revocable right to use Venn Products for its own internal operational use and in support of one of its Customers for which an executed Partner Order Form(s) associated with this Agreement, has been executed by Venn and the Partner.

3.2 Access Credentials. 
Partner will safeguard, and ensure that all Permitted Users safeguard, the Access Credentials. Partner will be responsible for all acts and omissions of Permitted Users.  Partner will notify Venn immediately if it learns of any unauthorized use of any Access Credentials or any other known or suspected breach of security.

3.3 Service Level. 
Venn will use commercially reasonable efforts to make the Venn Products available 24 hours a day, 7 days a week, except for: (i) planned downtime (of which Venn shall give advance electronic notice), and (ii) any unavailability caused by circumstances beyond Venn’s reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving Venn employees), Internet service provider failure or delay, non-Venn application, or denial of service attack. 

3.4 Beta Services.
From time to time, Venn may make new Venn Products or new Venn Product features (“Beta Services”) available to Partner at no charge. Partner may choose to try such Beta Services or not in its sole discretion.

3.5 Partner Restrictions. 
Partner will not, and will not permit any Venn End User of Partner, or one its Customers, to: (i) adapt, alter, modify, improve, translate or create derivative works of the Venn Products, (ii) reverse engineer, decompile, disassemble or otherwise attempt to reconstruct or obtain the source code to all or any portion of Venn Products; and (iii) except as may be specifically provided in a Partner Order Form or this Agreement, or otherwise approved by Venn in writing, provide any third party access to Venn Products or use Venn Products on behalf of any third party, including as part of a time-sharing, outsourcing or service bureau environment.

3.6 Ownership.
Each Party will retain all rights, title and interest in and such Party’s Technology. All rights of each Party that are not expressly granted in this Agreement are reserved and retained by such Party. Nothing contained in this Agreement will be construed as conferring any license or right by implication under any intellectual property rights, other than the rights expressly granted in this Agreement. Notwithstanding any other provisions in this Agreement, and subject to the terms of this Agreement, it is agreed that any improvement, enhancement, change or modification to any Technology of a Party, regardless of the Party making such improvement, enhancement, change or modification, will be owned and controlled solely by the Party owning the underlying Technology. The other Party hereby irrevocably and unconditionally assigns and transfers to such Party all rights and interest in and to any improvements in such Party’s Technology (including all intellectual property rights therein).

3.7 Professional Standards.
Partner will not make: (a) any false or misleading representations about Venn, Venn or Venn or Venn Products to Customers or others; or (b) any representations, warranties or guarantees with respect to Venn Products to Customers or any third party that are not consistent with the terms of this Agreement or any addenda. Partner will comply with all applicable laws and industry standards of professionalism and fair practices in its marketing and promotional activities. Partner understands that Venn will have the right to terminate this Agreement if it determines in its reasonable discretion that Partner has failed to meet the standards in this section.

3.8 Feedback.
Venn in its sole discretion, may utilize, all comments and suggestions, whether written or oral, furnished by Partner to Venn, including such comments and suggestions of Venn End Users, in connection with its access to and use of the Venn Products (all comments and suggestions provided by Customer hereunder constitute, collectively, the “Feedback”).  Partner hereby grants Venn, on behalf of itself and its Customers, a worldwide, non-exclusive, irrevocable, perpetual, royalty-free right and license to incorporate the Feedback into Venn Products and services.

4. SERVICE FEES

4.1 Invoicing and Payment.
Invoicing for Purchased Services listed in the Partner Order Form for the initial subscription term and any renewal subscription term(s) as set forth in the “Term of Purchased Subscriptions” section below shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Partner Order Form. If the Partner Order Form specifies that payment will be by a method other than a credit card, Venn will invoice Customer in advance and otherwise in accordance with the relevant Partner Order Form. Where applicable, fees shall be calculated based upon the number of Users, resources used by Customer, and other Services provided during the applicable calendar month. Unless otherwise stated in the Partner Order Form, invoiced fees are due net 30 days from the invoice date. Customer is responsible for providing complete and accurate billing and contact information to Venn and notifying Venn of any changes to such information.

4.2 Taxes.
The charges and fees under this Agreement are exclusive of any national, state, municipal, or other governmental excise, sales, value-added and occupational taxes all of which, if applicable, will be paid by Partner.

4.3 Continuous Development. 
Partner acknowledges that Venn may continually develop, deliver and provide to Partner and Customer on-going innovation to the Venn Products, in the form of new features, functionality, and efficiencies.  Accordingly, Venn reserves the right to modify the Venn Products, from time to time.  Some modifications will be provided to Partner/Customer at no additional charge.  In the event Venn adds additional functionality to a particular Venn Product, Venn may condition the implementation of such modifications on Partner’s/Customer’s payment of additional fees; provided that Partner/Customer may continue to use the version of the Venn Products that Venn makes generally available (without such features) without paying additional fees through the end of the then current term.

4.4 Billing and Payment Disputes.
All bona fide disputes or requests for billing or payment adjustments must be submitted in writing to Venn within fifteen (15) days of receipt of the invoice giving rise to the dispute accompanied by a reasonably detailed explanation for the basis of such dispute. The Parties agree that payment of all undisputed amounts will be paid timely, however, in no event may Venn or Partner withhold more than ten (10%) percent of the total amount due the other Party. Venn may request additional information or supporting documentation or reject Partner’s request if unverifiable based on Venn’s records. If Venn rejects such request, Venn will notify Partner, in which case Partner will pay the withheld portion of the invoice within five (5) business days of its receipt of notification of such rejection. If Venn determines that the disputed portion was erroneously charged or that other credits or adjustments for below minimum performance levels are appropriate, including but not limited to Downtime, pursuant to the terms and conditions of this Agreement, Venn will notify Partner of such determination and will credit Partner’s invoice for such amount and Partner may withhold payment of the credited amount from such invoice.

4.5 Late Payments.
In addition to any rights and remedies available to Venn hereunder, at law, or in equity, if Partner fails to pay any fees due hereunder within thirty (30) days from the date due, Venn may impose a late charge equal to the lesser of one and one half percent (1.5%) per month interest or the maximum allowable rate under applicable law. In the event Venn in its discretion elects not to charge Partner a late charge or interest for a particular invoice, such election will not waive Venn’s rights to charge a late charge or interest for any other invoice, including future invoices. Venn may suspend Venn Products made available to Partner or its Customers, if Partner’s account with Venn is or becomes more than twenty (20) days past due.

4.6 Partner Operating Expenses.  
Partner will bear all expenses incurred through its provisioning and supporting Customers’ use of the Venn Products, or other exercise of rights or performance of obligations hereunder.

5. PROPRIETARY RIGHTS AND CONFIDENTIAL INFORMATION

5.1 Confidential Information
(i) Use and Disclosure.
During the Term, each party will have access to the other party’s Confidential Information. Except as otherwise expressly permitted, and without limiting each party’s obligations, under this Agreement, each Disclosing Party agrees as follows: (A) it will not disclose the Confidential Information of the Disclosing Party to anyone except its employees, contractors, third party services and advisors who have a need to know and who have been advised of and have agreed to treat such information in accordance with the terms of this Agreement (each a “Representative”) and (B) it will not use or reproduce the Confidential Information disclosed by the Disclosing Party for any purpose other than exercising its rights and / or performing its obligations as described herein. Each Recipient will be liable for the acts and omissions of its Representatives with respect to the Disclosing Party’s Confidential Information.

(ii) Exceptions.
The provisions of Section 5.1 will not apply to Confidential Information that: (A) is or becomes publicly available or enters the public domain through no fault of the Recipient; (B) is in the Recipient’s possession without knowledge of any confidentiality obligations, or (C) is independently developed by the recipient without use of or reference to the Disclosing Party’s Confidential Information. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required: (1) by securities laws, (2) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the discloure pursuant to the order will first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (3) to establish a Party’s rights under this Agreement, including to make such court filings as it may be required to do.

6. WARRANTIES; DISCLAIMERS; LIMITATIONS ONLIABILITY

6.1 Mutual.
Each Party represents and warrants that: (a) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization; (b) that the execution and performance of the Agreement will not conflict with or violate any provision of any law having applicability to such Party; (c) that the Agreement, when executed and delivered, will constitute a valid and binding obligation of such Party and will be enforceable against such Party in accordance with its terms; and (d) each person executing the Agreement represents and warrants that he or she has the authority to bind the Party on whose behalf he or she has signed.

6.2 Warranty Disclaimer.
EXCEPT AS EXPRESSLY PROVIDED IN THE AGREEMENT,THE Venn PRODUCTS ARE PROVIDED “AS IS” AND Venn MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT OR FROM ACOURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE IN TRADE. Venn DOES NOT WARRANT, AND SPECIFICALLY DISCLAIMS, THAT THE Venn
PRODUCTS WILL BE ACCURATE, WITHOUT INTERRUPTION, OR ERROR-FREE. Venn WILL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR FOR ISSUES
RELATED TO THIRD-PARTY HOSTING PROVIDERS WITH WHOM CUSTOMER SEPARATELY CONTRACTS. CUSTOMER MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, WILL BE LIMITED TO THE SHORTEST PERIOD
PERMITTED BY LAW.

6.3 Disclaimer of Indirect Damages.
IN NO EVENT WILL EITHER PARTY BE LIABLE FORANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, INTERRUPTION OF SERVICE, OR LOSS OF BUSINESS OR BUSINESS OPPORTUNITY, EVEN IF SUCH DAMAGES ARE FORESEEABLE AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. IN NO EVENT WILL Venn BE LIABLE FOR THE PROCUREMENT OF SUBSTITUTE SERVICES.

6.4 Limitations on Liability.
NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, VENN’S MAXIMUM LIABILITY TO PARTNER AND ITS AFFILIATES UNDER THIS AGREEMENT IS LIMITED TO THE FEES PAID BY PARTNER TO Venn IN THE SIX (6) CALENDAR MONTH PERIOD IMMEDIATELY PRECEDING THE DATE FOR WHICH ANY CLAIM OF LIABILITY IS MADE. THE PARTIES ACKNOWLEDGE THAT VENN HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. THE PARTIES AGREE THAT THE LIMITATION AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THIS AGREEMENT WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED THEIR ESSENTIAL PURPOSE.

6.5 Exceptions.
IN ANY JURISDICTIONS THAT DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN LIABILITY, THE LIABILITY OF Venn WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. THE PROVISIONS OF THIS SECTION 6 WILL APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED, ANY LIMITED REMEDY HEREIN IS HELD TO FAIL OF ITS ESSENTIAL PURPOSE OR THE FORM OF THE CLAIM OR CAUSE OF ACTION, WHETHER IN CONTRACT, WARRANTY, STATUTE, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE).

7. INDEMNIFICATION

7.1 Venn Indemnity. 
Venn will indemnify, defend and hold Partner, its directors, officers, employees and representatives, harmless from and against any and all losses, damages, liability, costs and expenses awarded by a court, as well as all
reasonable and related attorneys’ fees and court costs, (collectively “Losses”) arising out of any third party claim alleging that the Venn Products infringe any U.S. patent, copyright, trademark or trade secret.

7.2 Exclusions. 
Section 7.1 will not apply if the alleged claim arises, in whole or in part, from: (a) a (i.) use of the Venn Products in a manner outside the scope of any right granted or in breach of this Agreement or (ii.) modification of
the Venn Products by any Customer or any Venn End User, (b) a combination, operation or use of the Venn Products with other software, hardware or technology not provided by Venn if the claim would not have arisen but for the
combination, operation or use, or (c) the Customer Content (any of the foregoing circumstances under clauses (a), (b) or (c) are “Customer Indemnity Responsibility”).

7.3 Partner Indemnity. 
Partner will indemnify, defend and hold harmless Venn, its directors, officers, employees and representatives, from and against any and all Losses arising out of any third-party claim (a) alleging a Customer breach of any
Customer representation or warranty in Section 6 and (b) arising out of any Customer Indemnity Responsibility.  

7.4 Indemnification Process. 
The foregoing indemnification obligations are conditioned on the indemnified party: (a) notifying the indemnifying party promptly in writing of such action, (b) reasonably cooperating and assisting in such defence and (c) giving
sole control of the defence and any related settlement negotiations to the indemnifying party with the understanding that the indemnifying party may not settle any claim in a manner that admits guilt or otherwise prejudices the
indemnified party, without consent.

7.5 Infringement. 
If any Venn Product is, or in Venn’s opinion, is likely to become the subject of any infringement-related claim, then Venn will, at its expense and in its discretion: (a) procure for Customer the right to continue using the Venn
Product; (b) replace or modify the infringing technology or material so that the Venn Product becomes non-infringing and remains materially functionally equivalent; or (c) terminate the Partner Order Form(s) pursuant to which
the Venn Product(s) is provided and give Partner a refund for any pre-paid but unused fees so that Partner can do the same with the impacted Customer.

7.6 THE PROVISIONS OF THIS SECTION 7 STATE VENN’S ENTIRE LIABILITY AND PARTNER’S EXCLUSIVE REMEDIES FOR ANY CLAIM THAT THE Venn PRODUCTS INFRINGE A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHT.

8. TERM AND TERMINATION

8.1 Partner Term.
This Agreement commences on the Effective Date of Customer’s first Partner  Order Form and continues until all Subscriptions hereunder have expired or have been terminated (“Partner Term”). Except as otherwise specified in an Partner Order Form, this Agreement

8.2 Term of Purchased Subscriptions.
The term of each subscription shall be as specified in the applicable Partner Order Form. Except as otherwise specified in a Partner Order Form, subscriptions will automatically renew for additional one year terms, unless either
party gives the other written notice (email acceptable) at least 90 days before the end of the relevant subscription term. Except as expressly provided in the applicable Partner Order Form, per unit renewal pricing may increase
by no more than 10% during any renewal period. Notwithstanding anything to the contrary, any renewal in which subscription volume or subscription length for any Services has decreased from the prior term will result in
re-pricing at renewal without regard to the prior term’s per-unit pricing.

8.3 Subscriptions.
Unless otherwise provided in the applicable Partner Order Form or Documentation, (a) Purchased Services and access to Content are purchased as subscriptions for the term stated in the applicable Partner Order Form or in the applicable online purchasing portal, (b) incremental subscriptions for Purchased Services for a given Customer will be added during a subscription term at the same pricing as the underlying subscription pricing, prorated for the portion of that subscription term remaining at the time the subscriptions are added, and (c) any added subscriptions will terminate on the same date as the underlying subscriptions. Customer agrees that its purchases are not
contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Venn regarding future functionality or features.

8.4 Termination for Breach.
Each Party will have the right to terminate this Agreement, Partner Order Form(s) and/or any applicable Addenda upon notice to the other Party if such other Party materially breaches this Agreement, Partner Order Form or the
applicable Addenda and fails to cure such breach within thirty (30) days after receiving written notice thereof, however if such Party has commenced cure of such breach (excluding non-payment) and is acting in good faith to cure same, but has not cured the breach by the 30th day, such period will be extended for a reasonable period of time so as to permit such Party to complete performance of its obligations.

8.5 Effect of Termination.
Upon any termination or expiration of this Agreement, (a) Partner will immediately discontinue use of the Venn Products, (as well as any use of the Venn Confidential Information); (b) Partner will cause any of their Customers to discontinue use of the Venn Products if requested by Venn (c) all Venn Product licenses granted hereunder to the Partner will immediately cease (d)  Partner’s Customers using Venn Products may, at Venn’s option, be transferred to Venn direct clients for direct billing by Venn. Venn assumes no responsibility for third party services that may have been provided by the Partner (e) Partner shall be obligated to pay all amounts then due and
outstanding including: the Monthly Fees through the end of the Term as well as the sum of the fees from all Partner Order Forms that are due and payable through the end of the then-current Customer Terms. The charges due and
payable for the remainder of each Partner Order Form will be calculated for each by taking the greater of, (i) the average monthly fee in the three (3) month period preceding the month in which termination occurred, or (ii) the Partner Monthly Fee, multiplied by the number of months remaining in the applicable Customer Term plus any Third-Party Infrastructure fees associated with early termination.  Partner will pay all such charges within five
(5) days of the receipt of the final invoice (f) each Party will delete any of the other Party’s Confidential Information from computer storage or any other media including, but not limited to, online and off-line libraries; and
(g) each Party will return to the other Party or, at the other Party’s option, destroy, all physical copies of any the other Party’s Confidential Information.

8.6 Suspension for Security.
In the event Venn becomes aware of a breach of this Agreement that could materially and adversely affect the Venn Products, the operation thereof or any other Customer’s use thereof, Venn may suspend Partner’s access to Venn Products. Venn will notify Partner of such suspension when reasonably possible in advance and will work with Partner to resolve any such issue to promptly restore access to the Venn Products.

8.7 Suspension for Nonpayment.
In the event the Monthly Fees due from Partner are not received by Venn within twenty (20) days after they were due, Venn may suspend, in its sole discretion, Partner’s access to Venn Products. Venn will notify Partner of such
suspension in advance and will work reasonably with Partner to resolve.

8.8 Limitations on Assignment.
Venn or Partner may assign this Agreement to a parent, subsidiary or affiliated firm or to another entity in connection with the sale or other transfer of all or substantially all of its business assets or as part of a corporate reorganization or restructuring. The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties, their successors and permitted assigns. No other assignments will be permitted without Venn’s written approval.

8.9 Notices.
Any notice or other communication required or permitted hereunder shall be given in writing to the other Party at the address stated above, or at such other address as shall be given by either Party to the other in writing, by certified mail, or to any expressly authorized email address for sending notices.

8.10 Successors and assigns.
Any terms of this Agreement which by their nature extend beyond its termination remain in effect until fulfilled, and apply to respective heirs, successors, and rightful assignees.

8.11 Attorney’s Fees.
If Venn is required to bring legal action to enforce the terms of this Agreement, Venn shall be entitled to recover its reasonable attorney’s fees and costs.

8.12 Governing Law; Disputes. 
This Agreement will be governed by the laws of the State of New York, without reference to its conflicts of law principles.  Any dispute, controversy or claim arising out of or relating to this Agreement, will be made
exclusively in the state or federal courts located in New York, New York and both parties submit to the jurisdiction and venue of such courts.

8.13 Independent Contractors.
Partner and its agents will be independent contractors with respect to services they provide to Venn hereunder. Partner and its agents will not hold themselves out to third parties as having the power to contractually bind Venn with respect to any matter, and will be responsible for their own employees and agents, and such employees and agents will not be deemed to have an employment relationship with Venn.

8.14 Force Majeure.
If the performance of this Agreement is interfered with, in whole or in part, by circumstances beyond the reasonable control of either Party including, without limitation, fire, explosion, power failure, acts of God, war, terrorism, revolution, civil commotion, acts of public enemies, law, order, regulation, ordinance or requirement of any government or its representative or legal body having jurisdiction, or labor unrest such as strikes, slowdowns, picketing or boycotts, then the Party affected will be excused from such performance (other than payment) on a day-by-day basis to the extent that such Party’s obligations relate to the performance so interfered with; provided the Party so affected will use commercially reasonable efforts to expeditiously remove such causes of non-performance and provides written notice of any such incapacity as soon as practical. 

9. PARTNER PROGRAM

9.1 Partner Program Guide.
Venn may maintain a Partner Program Guide (“Partner Guide”) that is available online to all current partners. The Partner Guide shall detail policies and procedures around various aspects of the Partner Program and will be subject to change. The most current Partner Program Guide may be posted on the Partner Portal or through direct written communication with Partner.

9.2 Pricing Guidelines.
Partner may establish pricing for Venn Products based on minimums set forth in the pricing guide. At no time shall Partner sell below set minimums without the written consent of Venn. Notwithstanding such pricing schedules, Partner will be obligated to pay to Venn the fees on each Partner Order Form. Partner will manage all Customer accounts and be solely responsible for billing, configuration, and collection. Venn reserves the right, as it may see fit from time to time, to require Partner to provide Venn visibility to proposals prior to signature by Customer.

9.3 Demonstrations.
Subject to the terms and conditions contained in this Agreement, Venn hereby grants to Partner a non-exclusive, non-transferable right for non-commercial use to access, operate and use for demonstration purposes the features and functions of Venn Products, along with associated documentation, for the purposes of conducting demonstrations and other sales or pre-sales purposes for existing and prospective Customers.

9.4 Marketing Materials.
Venn may provide Partner with marketing materials to assist with sales and marketing activities. Partner may, at its discretion, add Partner contact information to areas indicated in such materials. Notwithstanding the foregoing, Partner shall not remove Venn branding from the materials or the production version of the Venn Products used by Customers.

9.5 Customer.
A Customer will remain a Customer for purposes of this Agreement so long as: (a) a valid Master Partner Agreement is in place, (b) the Customer is a client of Partner and (c) Partner manages such Customer’s account per the responsibilities within this Agreement.

9.6 Customer Termination.
In the event a Customer terminates its relationship with Partner or the portion thereof relating to Venn Products without cause as determined in section 9.7, Partner will be obligated to pay any outstanding fees or prorated portion of any amounts due and outstanding and all other amounts that are due and payable through the end of the applicable Customer Term as determined in the executed Partner Order Form (“Termination Payment”).

9.7 Customer Termination Process.
Upon Partner receiving notice of termination of a Customer Agreement, Partner must notify Venn in writing 60 days prior to end of service of the termination and include the reason for the termination, and work diligently, if possible, to cure the reason for such termination. If cure of termination is possible and is therefore considered without cause, (a) Partner will cause the applicable Customer to discontinue use of Venn Products; (b) all licenses granted under the Customer Agreement to the Customer will immediately cease; (c) Partner shall be obligated to pay the sum of the fees from the applicable Partner Order Form that are due and payable through the end of the then-current Customer Term. The charges due and payable for the remainder of the Partner Order Form will be calculated for each by taking the greater of, (i) the average monthly fee in the three (3) month period preceding the month in which termination occurred, or (ii) the Partner Monthly Fee, multiplied by the number of months remaining in the applicable Customer Term plus any Third-Party Infrastructure fees associated with early termination.  If cure of termination is not possible, Partner shall be obligated to pay the sum of the fees effective as of the date specified in such notice.

9.8 Activation Process.
In the event a prospective Customer wishes to utilize the Venn Products from Partner, Partner will follow all guidelines set forth in the Partner Guide from quoting through Customer provisioning. The Parties will jointly determine the appropriate Venn Products to include for such Customer, as needed.

9.9 Existing Customer.
If such Prospective Customer is currently an existing Customer of Venn or any other Partner of Venn, Partner may not provide the Venn Products to such Customer unless mutually agreed by the Parties.

10. RIGHTS AND OBLIGATIONS

10.1 Venn Products Access.
Subject to the terms and conditions contained in this Agreement, Partner may market, offer for license, and license access to the Venn Products to Customers, packaged either separately or in conjunction with the Partner Services and solely pursuant to a Customer Agreement. In connection therewith, Venn hereby grants the Partner the non-exclusive, nontransferable, non-assignable right to: (i) use Venn Products (as licensed pursuant to this Agreement) for the purpose of developing, customizing, supporting and maintaining services, and (ii) access, operate, and use Venn Products as reasonably necessary to provide services to Customers, either separately or in conjunction with Partner Services; (iii) sublicense and distribute Venn Products to Customers pursuant to a Customer Agreement, either separately or in conjunction with Partner Services; (iv) provide support to Customers; in accordance with and subject to the terms of this Agreement. The foregoing rights may not be sublicensed or delegated to a third party without Venn’s prior written consent, Subject to the terms and conditions herein, Venn grants Partner a revocable, non-exclusive, non-transferable, right and license during the Term to distribute to Customers.

10.2 Support.
Partner shall serve as the primary point of contact for Customers. Partner will, at its own expense, respond to all questions and provide all support for Venn Products. Support shall include, but is not limited to, providing all technical advice, implementation, troubleshooting, technical support and assistance to the Customer. Venn will provide escalation support to Partner and Customers in accordance with the Service Level Agreement which shall be available online and is subject to change. Venn has no obligation to provide support services directly to any Customer. Venn will assist Partner in support of Customers as outlined in the Service Level Agreement. Additional requests or manhours may be billed to Partner at Venn then-current rates for Advanced Support.

10.3 Governance.
Partner shall be both the point of contact and the responsible party for all sales and negotiations with Customers in order to enter into a Customer Agreement with the Customers Venn Products. Venn will cooperate as reasonably required by Partner in connection with the provisioning of the Venn Products to Customers.

10.4 Fees Payable.
Partner will pay to Venn, without offset or deduction, the applicable Monthly Fees and applicable Customer Fees for each Customer as set forth in the applicable Partner Order Form. Venn will submit invoices to Partner with respect to such fees according to the relevant payment schedules. Partner agrees that, as between the Parties to this Agreement, amounts payable under this Agreement are the obligation and liability solely of Partner and are not contingent upon receipt by Partner of any amounts payable to it by any Customer. Fees are payable via ACH and are due NET30 from invoice date.

10.5 Customer Contact.
From time to time, Venn may contact Customers using Venn Products with respect to new features, customer feedback, awareness of industry changes, Venn sponsored events, educational material or other items relating to Venn. Such communication is designed to enhance the overall user experience with Venn Products. During the term of this agreement, Venn agrees to not solicit services directly from Customer, induce any Customer to terminate their use of Partner Services, or assist in any way of getting the same or similar services to Partner from a competitor.

10.6 Best Effort for Mutual Benefit. 
Partner and Venn shall individually make best efforts to ensure Customer’s satisfaction and to retain Customer overall in the interest of both Venn and Partner. Both Parties will communicate at least monthly and work collaboratively to address Customer concerns and improve Customer experience.