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TRIELLA Partnership Program Agreement

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This Partner Program Agreement (the "Agreement"), is entered into on the date on which you confirmed your acceptance by and between TRIELLA Corp., a Canadian Corporation with a place of business at 1 Richmond Street West, Suite 700, Toronto, ON M5H 3W4 ("Company"), and the party submitting the Partner Application Form ("Finder", and together with Company, the "Parties", and each, a "Party").

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WHEREAS, Company is an IT firm company that provides IT services, support, IT infrastructure, managed services and cybersecurity solutions (the "Services"); and 

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WHEREAS, Company desires to engage Finder to introduce to Company any potential sales leads for the Services ("Clients"), and Finder desires to accept such engagement.

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NOW, THEREFORE, in consideration of the premises set forth above and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

Engagement.

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  1. Company hereby engages Finder, and Finder hereby accepts such engagement, to act as Company's non-exclusive finder with respect to sales of the Services to Customers in Canada (the "Territory") during the Term, solely in accordance with the terms and conditions of this Agreement. Company may in its sole discretion solicit Customers directly and engage any other person or company to sell the Services. 

  2. Finder shall introduce Company to Customers and perform such other responsibilities as reasonably directed by Company, including forwarding sales literature and samples provided by Company (“Referral”), but shall not participate in any sales meetings or negotiations nor have authority to offer or sell the Services to any Customer. 

  3. The prices, terms, and conditions under which Company offers or sells any Services shall be determined by Company in its sole discretion. Company shall have the authority to control all discussions and negotiations regarding any proposed or actual offering or sale of Services. Nothing in this Agreement shall obligate Company to actually offer or sell any Services or consummate any transaction with any Customer. Company may terminate any negotiations or discussions at any time and has the right not to proceed with any sale of Services without any liability or obligation to pay compensation to Finder under 2 or otherwise.

  4. Finder shall defend, indemnify, and hold harmless Company, and any of its directors, officers, and shareholders, against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including legal fees, whether by in-house or external legal counsel, fees, and the costs of enforcing any right to indemnification under this Agreement, incurred by Company, arising out or resulting from any claim of a third party related to its obligations under this Agreement.

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Compensation and Payment. 

  1. In consideration for the services rendered by Finder hereunder, Company shall pay to Finder compensation ("Finder's Fee") equal to a percentage of the Purchase Price (as defined below) made by Company from each Customer. To receive a Finder’s Fee, Company and the Customer must enter into a subscription agreement for the Services within three (3) months from the date of the introduction (“Compensable Customer”).

"Purchase Price" means any payments actually received by Company from a Compensable Customer for the net subscription fees (exclusive of sales tax, implementation fees, and after applying any discounts, credits, rebates, and adjustments) for up to one year for the Compensable Customer’s first order of Company’s Services. For certainty, Purchase Price does not include any amounts received for renewals, additional sales, or service feature add-ons. 

  1. Payments in the TRIELLA Partner Program are handled by Triella Corp. (the “Payment Provider”). In order to receive payments under this Agreement, Finder must create and maintain an account with Payment Provider in the Payment Provider’s online or app-based dashboard (“Payment Provider”), which is provided pursuant to terms directly between the Payment Provider and Finder. Finder must keep all information updated and complete within the Payment Provider to receive proper payments. Payments returned due to incorrect payment email addresses or other incorrect information will not be returned. The Payment Provider will reflect payment history to Finder, and the parties agree that: (a) the data shown in the Payment Provider will govern payments to be made, subject to Company’s right to correct errors based on its own records and (b) records and payments will be deemed complete, incontestable, and final twelve (12) months after the applicable Successful Referral occurs.

  2. No Finder's Fee shall be owed hereunder for any sale to a Customer if Company had a previous relationship or contact with that Customer. 

  3. The Finder’s Fee will be clawed back from the Partner if the Compensable Customer churns within six (6) months of entering into a subscription agreement for the Services.

Referral Procedure.

Referrals shall be made by Finder in accordance with the process provided by the Company through its authorized representatives. 

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Independent Contractor.

Finder is an independent contractor of Company, and this Agreement shall not be construed to create any association, partnership, joint venture, employee, or agency relationship between Finder and Company for any purpose. For certainty, any use of the term “partner” in this Agreement or in connection with the relationship created by this Agreement shall in no way constitute, or be deemed to constitute, the Parties entering into any form of partnership, joint venture, common enterprise or any other legal structure or arrangement other than a contractual relationship. Finder has no authority (and shall not hold itself out as having authority) to bind Company and Finder shall not make any agreements, representations, warranties, or guarantees on Company's behalf without Company's prior written consent. Finder shall take all commercially reasonable steps to preserve and protect the goodwill and reputation of Company. Without limiting the above, Finder will not be eligible to participate in any vacation, group medical or life insurance, disability, profit sharing, or retirement benefits, or any other fringe benefits or benefit plans offered by Company to its employees, and Company will not be responsible for withholding or paying any income, payroll or other federal, provincial, or territorial taxes, making any Canada Pension contributions, insurance contributions, including unemployment or disability, or obtaining worker's compensation insurance on Finder's behalf. Finder shall be responsible for, and shall indemnify Company against, all such taxes or contributions, including penalties and interest. Finder shall be solely responsible for all costs or expenses that it may incur in the performance of its activities under this Agreement. Any persons employed or engaged by Finder in connection with the performance of Finder's obligations hereunder shall be Finder's employees or contractors and Finder shall be fully responsible for them and indemnify Company against any claims made by or on behalf of any such employees or contractors.

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Intellectual Property.

  1. Ownership. Finder acknowledges and agrees that Finder shall not acquire any ownership interest in any patents, trademarks, copyrights, domain names, works of authorship, trade secrets, or any other intellectual property (collectively, “Intellectual Property”) owned by or licensed to Company under this Agreement. Finder shall use Company's Intellectual Property solely for the purposes of performing its obligations under this Agreement.

  2. Company's Trademark License Grant. Company hereby grants to Finder a revokable non-exclusive, non-transferable, and non-sublicensable license to use Company’s trademarks in the Territory during the term of this Agreement solely in connection with the marketing, promotion, advertising, and sale of the Services.

 

Representations and Warranties.

Each Party represents and warrants that in its performance of any obligations or services contemplated under this Agreement that such Party shall comply with all applicable laws, rules and regulations. EXCEPT AS OTHERWISE SET FORTH HEREIN, COMPANY MAKES NO OTHER WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, TO FINDER, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.

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Confidentiality.

All non-public, confidential, or proprietary information of Company, including, but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts, and rebates, disclosed by Company to Finder, whether disclosed orally or disclosed or accessed in written, electronic, or other form, or media, and whether or not marked, designated, or otherwise identified as "confidential," in connection with this Agreement, as well as the terms and conditions and the existence of this Agreement is confidential, solely for the use of performing this Agreement and may not be disclosed or copied unless authorized by Company in writing. Upon Company's request, Finder shall promptly return all documents and other materials received from Company. Company shall be entitled to injunctive relief for any violation of this 8. This Section shall not apply to information that is: (a) in the public domain; (b) known to the Finder at the time of disclosure; or (c) rightfully obtained by the Finder on a non-confidential basis from a third party.

Publicity and Announcements.

Finder shall not (orally or in writing) publicly disclose or issue any press or make any other public statement, or otherwise communicate with the media, concerning the existence of this Agreement or the subject matter hereof, without the prior written approval of Company, except to the extent that Finder is required to make any public disclosure or filing with respect to the subject matter of this Agreement by applicable law.

 

Compliance with Law.

Finder shall comply with all applicable local, provincial, and federal laws and regulations, including without limitation privacy, anti-spam, anti-corruption, advertising, copyright, trademark and other intellectual property laws.

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Term and Termination.

  1. The term of this Agreement commences on the date of this Agreement and continues for a period of one (1) year, unless and until earlier terminated as provided under this Agreement (the "Initial Term"). Upon expiration of the Initial Term, this Agreement automatically renews for additional successive one (1) year terms unless and until either Party provides Notice of non-renewal at least thirty (30) days prior to the end of the then-current term, or unless and until earlier terminated as provided under this Agreement (each a "Renewal Term" and together with the Initial Term, the "Term").

  2. In addition to any remedies that may be provided in this Agreement, either Party may terminate this Agreement with immediate effect upon Notice to the other party, if the other party: (i) fails to pay any amount when due under this Agreement and such failure continues for thirty (30) days after the other party's receipt of Notice of non-payment; (ii) has not otherwise performed or complied with any of the terms of this Agreement, in whole or in part; or (iii) becomes insolvent, files a petition for bankruptcy, or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors.

  3. Except in the event of termination for breach by Finder, Company will, for the duration of the Term, continue to pay the Finder’s Fee in respect of any Purchase Price received following termination of the Agreement in accordance with Section 2 and shall continue to submit Quarterly Reports for the duration of the Term in accordance with Section 4. 

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LIMITATION OF LIABILITY.

OTHER THAN CLAIMS RELATED TO BREACHES OF CONFIDENTIALITY, INTELLECTUAL PROPERTY, OR INDEMNITY OBLIGATIONS, IN NO EVENT WILL EITHER PARTY BE RESPONSIBLE FOR ANY CONSEQUENTIAL, SPECIAL, PUNITIVE OR OTHER DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS REVENUE OR PROFITS, IN ANY WAY ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. COMPANY’S TOTAL CUMULATIVE LIABILITY TO FINDER FOR ANY AND ALL MATTERS ARISING OUT OF THIS AGREEMENT WILL NOT EXCEED THE COMMISSIONS PAID IN THE PRECEDING TWELVE (12) MONTH PERIOD.

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Miscellaneous.

  1. Notices. All notices, requests, consents, claims, demands, waivers, summons, and other legal process, and other similar types of communications hereunder (each a “Notice”) given under this Agreement shall be in writing. All Notices or other communications permitted or required hereunder shall be delivered by e-mail and shall be deemed to have been given immediately upon delivery. Notices must be sent to the Party’s following e-mail address or any other address that the Party designates by proper notice:

 

If to Company: 
E-mail: ITSolutions@TRIELLA.com
Attn: Legal

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If to Finder:
E-mail: Finder's main point of contact as specified in application.

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  1. Governing Law. This Agreement and all matters arising out of or relating to this Agreement are governed by, and construed in accordance with, the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to the conflict of laws provisions of the Province of Ontario or any other jurisdiction. 

  2. Choice of Forum. Any legal suit, action, litigation, or proceeding of any kind whatsoever in any way arising out of, from or relating to this Agreement, including all exhibits, schedules, attachments, and appendices attached to this Agreement, the services provided hereunder, and all contemplated transactions, shall be instituted in the courts of the Province of Ontario, and each Party irrevocably submits to the non-exclusive jurisdiction of such courts in any such suit, action, litigation, or proceeding. Service of process, summons, notice, or other document by mail to such Party's address set forth herein shall be effective service of process for any suit, action, litigation, or other proceeding brought in any such court. Each Party agrees that a final judgment in any such suit, action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. The Parties irrevocably and unconditionally waive any objection to the venue of any action or proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such action or proceeding brought in any such court has been brought in an inconvenient forum.

  3. Amendments and Modifications. This Agreement, and each of the terms and provisions hereof, may only be amended, modified, waived, or supplemented by an agreement in writing signed by each Party.

  4. Assignment; Successors and Assigns. Finder shall not assign, transfer, delegate, or subcontract any of its rights or obligations under this Agreement without the prior written consent of Company. Any purported assignment or delegation in violation of this Section shall be null and void. Company may at any time assign, transfer, or subcontract any or all of its rights or obligations under this Agreement without Finder's prior written consent. This Agreement will enure to the benefit of and be binding upon each of the Parties and each of their respective permitted successors and permitted assigns.

  5. Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

  6. Entire Agreement. This Agreement constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.

  7. No Third-Party Beneficiaries. The parties do not confer any rights or remedies upon any person other than the Parties and their respective successors and permitted assigns.

  8. Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together constitutes one and the same agreement. Delivery of an executed counterpart of this Agreement electronically or by facsimile shall be effective as delivery of an original executed counterpart of this Agreement.

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