The present Agreement governs online marketing and reselling part of ImmuniWeb® Value Added Reseller (VAR) Partnership between you (hereinafter "the Partner") and High-Tech Bridge SA.
The present Agreement does not govern joint offer, technical integration or joint marketing strategy that are stipulated in separate agreements.
High-Tech Bridge SA is a Limited Company (Ltd.), duly registered in the Commercial Register of Canton of Geneva (Switzerland) under the Federal Identification Number CHE-113.980.579, domiciled at:
World Trade Center II
29, Route de Pre-Bois
Article 1: Product and Non-Exclusive Partner Appointment
1.1 ImmuniWeb® is a web application security assessment service that is entirely developed, owned, maintained, and provided by High-Tech Bridge.
1.2 High-Tech Bridge remains the sole and the only owner of ImmuniWeb® trademarks, logos, intellectual property, source codes, related hardware and network infrastructure, and all other tangible and intangible assets in relation to ImmuniWeb service.
1.3 Subject to the terms and conditions of the present Agreement, High-Tech Bridge hereby appoints the Partner to promote and resell ImmuniWeb. This appointment is not limited by any particular country or region and is valid worldwide.
1.4 Each party acknowledges and agrees that this appointment is non-exclusive, and High-Tech Bridge may appoint any other partner at any time, and may use its own sales staff to market, promote and sell ImmuniWeb worldwide with no restrictions of any kind.
Article 2: Agreement Establishment, Duration and Termination
2.1 By ticking «I HAVE READ AND AGREED» check-box during registration on the ImmuniWeb Partner Portal you are fully accepting and agreeing with the present Agreement. The electronic acceptance of the present Agreement by the above-mentioned procedure implies that you have carefully read, understood and fully accepted the present Agreement.
2.2 Notification about partnership agreement acceptance by High-Tech Bridge shall be sent to the Partner by email. High-Tech Bridge may refuse to accept the partnership for any reason and without any justification of any kind at its own discretion. Upon acceptance of the present Agreement by High-Tech Bridge, the Partner shall be provided with an access to the ImmuniWeb Partner Portal within the next 2 business days.
2.3 The duration of the present Agreement is indefinite until terminated by either party in writing. Either party may terminate the present Agreement for any reason and with no termination liabilities or costs by written notification to another party. The Agreement shall terminate in 30 calendar days from the written notification.
2.4 High-Tech Bridge reserves the right to terminate the present Agreement immediately and without any further obligations of any kind in case of the present Agreement violation by the Partner, or in case of any unethical or illegal activities performed by the Partner to resell ImmuniWeb (e.g. spam advertising).
2.5 Termination of the present Agreement shall not relieve any party from any obligations hereunder due and owing prior to termination of this Agreement. Upon termination of this Agreement:
- all rights and licenses of the Partner to resell ImmuniWeb shall terminate;
- each party shall return or destroy the other party’s Confidential Information and certify the above in writing to the other party;
- the present Agreement shall remain solely valid for the existing orders and orders made before the termination of this Agreement.
Article 3: ImmuniWeb Partner Portal, Price and Commission
3.1 Access to the ImmuniWeb Partner Portal enables the Partner to:
- Download various banners, images and logos of ImmuniWeb to place on the Partner’s website, integrate into the Partner’s newsletter, or to promote in any other appropriate manner.
- Get the unique Partner Tracking ID code. Once inserted into a hyperlink, the Partner Tracking ID will allow monitoring how many clicks and orders were made by customers coming from the particular Partner's hyperlink or banner.
- Monitor all clicks and orders made by customers coming from Partner’s resources. The Partner will see the number of daily clicks from his, or her, resources that use Partner Tracking ID code, the amount of orders generated by these clicks, as well as amounts of orders placed by customers previously attracted by the Partner during the last 12 months. All other details (e.g. IP addresses or names of the customers, technical details of ImmuniWeb security assessment, or payment details) are strictly confidential and are never disclosed to the Partner.
- Provide banking details for commission payment.
- Request to pay commission to the Partner’s bank account.
3.2 High-Tech Bridge undertakes to make all possible efforts to track the customers coming from the Partner’s resources within 90 calendar days period after the first click from a Partner resource (by placing cookies and by using other appropriate tracking methodologies that respect customers' privacy and the law).
3.3 ImmuniWeb price is fixed in USD (American Dollar) and is publicly available on the following URL:
ImmuniWeb price is subject to change. Any changes will be posted online immediately. Any changes made to the price shall not retroactively affect any previous obligations incurred hereunder prior to the time of the change.
High-Tech Bridge reserves the right to organize special short-term discounts applicable to a specific category of customers, or to a special package of ImmuniWeb, without notifying the Partner in advance. In case of such discount it will be publicly announced on ImmuniWeb website during its existence.
3.4 High-Tech Bridge agrees to pay a 10% (ten percent) commission from a total net amount of any ImmuniWeb package purchased by a customer coming from a Partner's resource (e.g. website, newsletter, banner) traceable via the Partner Portal by using the Partner Tracking ID code.
If the customer receives a discount mentioned in the paragraph 3.3, the discounted price shall be considered as the commissionable net amount without any exception.
3.5 In order to claim commission the Partner must use the Partner Tracking ID code in all hyperlinks, banners, or any other resources, he, or she, uses to promote ImmuniWeb. Otherwise, High-Tech Bridge will not be able to trace the origin of the purchase properly and may refuse commission payment without any further justification and obligations.
3.6 High-Tech Bridge undertakes to pay a 10% (ten percent) commission from a total net amount of any ImmuniWeb package purchased by a customer that came from a Partner resource during the period of 12 months since the first purchase of ImmuniWeb.
3.7 Only the net price is the subject for commission. The VAT, and any other applicable taxes High-Tech Bridge is obliged to charge, shall be deducted from the commissionable amount.
3.8 High-Tech Bridge undertakes to pay in full the above-mentioned commission requested by the Partner within the next 20 business days after the request received by the ImmuniWeb Partner Portal, applicable only once the total amount of commission reaches at least USD 200 (two hundred American Dollars).
Article 4: Obligations of the Partner
4.1 The Partner agrees to use its best possible efforts, and at its own expense, to promote, advertise, offer and resell ImmuniWeb to its customers, leads and prospects.
4.2 The Partner undertakes never to use any unethical or illegal ways to promote or to sell ImmuniWeb (e.g. spam or unfair competition). The Partner also undertakes to never use any marketing campaigns that may harm the reputation of High-Tech Bridge or ImmuniWeb.
4.3 The Partner undertakes not to share his, or her, ImmuniWeb Partner Portal account credentials with any unauthorized third-parties. The Partner undertakes to make his, or her, best efforts to keep the ImmuniWeb Partner Portal account safe.
4.4 The Partner undertakes to provide High-Tech Bridge with correct and up2date information about his or her bank account on the Partner Portal. The Partner understands that if the bank account information is wrong or incorrect, High-Tech Bridge shall not be considered liable for any direct or indirect financial losses.
4.5 The Partner undertakes, during the term of the present Agreement and for the subsequent 2 years period after its termination, not to directly or indirectly encourage any current customers, prospects, or leads of High-Tech Bridge, or of the other partners, to stop or to reduce their usage of ImmuniWeb in any way.
4.6 Unless approved by High-Tech Bridge in writing, the Partner may not allow, nominate or authorize any other entities to resell or otherwise redistribute ImmuniWeb.
4.7 The Partner undertakes to never and under no circumstances:
- undertake any actions or activities that may harm High-Tech Bridge’s business or reputation;
- make any representations, warranties, or guarantees on behalf of High-Tech Bridge;
- commit any actions towards ImmuniWeb customers, prospects, or leads that may be contrary to the business ethics or law.
Article 5: Confidentiality
5.1 Within the term of the present Agreement, each party may have access to Confidential Information owned and provided by the other party.
5.2 Both parties undertake not to use any information received from each other for any other purposes than for the partnership governed by the present Agreement.
5.3 All Confidential Information disclosed by one party to another by any means shall remain strictly confidential and shall never be shared with any third parties without explicit written authorization from the disclosing party.
5.4 The receiving party shall use Confidential Information only for the purposes of this Agreement and shall not copy, disclose, convey or transfer the Confidential Information without explicit written authorization from the disclosing party.
5.5 Neither party shall have any obligation with respect to Confidential Information which:
- is or becomes generally known to the public by any means other than a breach of the obligations of the receiving party;
- was previously known to the receiving party or received by the receiving party from a third party, which was not subject to similar confidentiality obligations to the disclosing party;
- is independently developed by the receiving party, without breaching the confidentiality obligations of the present Agreement.
Article 6: Limited Warranty and Limitation of Liability
6.1 THE PARTNER UNDERSTANDS AND AGREES THAT IMMUNIWEB IS PROVIDED “AS IS” AND WITHOUT ANY WARRANTY OF ANY KIND, EXCEPT THE “TERMS OF SERVICE FOR IMMUNIWEB® SECURITY ASSESSMENT SERVICE PROVIDED BY HIGH-TECH BRIDGE SA” THAT GOVERNS ANY RELATIONS BETWEEN HIGH-TECH BRIDGE AND CUSTOMERS.
6.2 EXCEPT FOR THE PARTIES’ INDEMNIFICATION AND CONFIDENTIALITY OBLIGATIONS, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, INCLUDING LOST PROFITS, LOST GOODWILL, LOST USE OR PERFORMANCE OF ANY PRODUCTS, SERVICES, OR OTHER PROPERTY, OR LOSS OR IMPAIRMENT OF ANY DATA OR SOFTWARE.
Article 7: Modifications
7.1 The present Terms of Service can be modified at any time by High-Tech Bridge at its own discretion.
7.2 Upon any modification the Partner will be notified by High-Tech Bridge in writing or via ImmuniWeb Partner Portal.
7.3 The updated agreement comes into effect immediately after the Partner notification without retroactive effect to any previous obligations of both parties.
7.4 The present version of the agreement was last modified on the 5th of May 2016.
Article 8: Applicability and Governing Law
8.1 The present Agreement applies worldwide and is governed by Swiss Law.
8.2 Any dispute resolution in relation with the present Agreement shall be done in the Court of Geneva Canton and subsequently in the Swiss Federal Tribunal.