Terms and Conditions of Partnership Program

20.05.2018

PLEASE READ ALL OF THE FOLLOWING TERMS AND CONDITIONS OF THIS PARTNERSHIP PROGRAM CAREFULLY. IF YOU AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, CLICK ON THE “ACCEPT” BUTTON. 

IF YOU DO NOT AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, CLICK ON THE "DECLINE" BUTTON AND YOU WILL BE INELIGIBLE TO PARTICIPATE IN THE PARTNERSHIP PROGRAM AND CONFIDENTIALITY AGREEMENT BY GOLEM IMS GMBH.

1.      The Terms and Conditions of Partnership Program are supplementary to Terms of Services for Members of PharosN portal running under domain names win2biz.com and pharosnavigator.com. 

2.      Partnership and its Aims. The aim of the Partnership Program is in creating conditions for sustainable and effective business development by the following collaborating partners:

You as independent Partner providing quality services to your customers

and

Company GOLEM IMS GMBH, Hausfeldstrasse 22/1/7, 1220 Vienna, Austria as services developer and provider (further called “Provider”).

3.      Partnership Program content. Provider makes software services and related documentation, materials, information, advertisement support and special service instruments for Partners available to you as Partner by providing you with special conditions and reward from time to time to facilitate your business development and results. The services for customers include awareness, introduction, training of customer employees, installation support, application development and consulting as main part of your participation in the Partnership Program.

4.      Participation in the Partnership Program. You understand and agree that participation in the Partnership Program is voluntary and does not create a legal partnership, agency, or employment relationship between you and Provider, and neither you nor Provider has any authority to bind the other. Provider reserves the right to modify the terms, conditions, and policies of this Partnership Program at any time without notice, and to revoke your participation in this Partnership Program at any time in case of violation the Terms and Conditions of the Agreement or TOS for PharosN portal.

5.      Scope of Provider Responsibilities is as follows  

• Releasing, supporting and enhancing Pharos Navigator services by using PharosN portal
• Providing self-managed operational environment for Partners in the Member area at PharosN portal facilitating their business development
• Providing Partner with instruments for implementation of services, management of own activities and monitoring of business results
• Listening Partner feedback regarding further development and enhancement of products and services, evaluating options for its realization to meet new business opportunities
• Supporting Partner in providing and expanding services to own customers, management of own customer relations using available Portal services however without direct involvement of Provider (unless required by customer requests due to insufficient quality of Partner services to own customers)

6.      Scope of  Your Responsibilities as Partner is as follows

• Setting your own Portal Organization after registering as Partner, receiving payment certificates for free subscribing during introductory period and using it for implementing complete in-house installation of Pharos Navigator services, its in-depth learning and development of practical experience and preparing own training content for your customers
• Use services, which made available to you by Provider, for creating packages of value – added services for your Customers or adding such packages to already existing service packages
• Promoting your own service packages to your Customers and concluding your independent service Contracts and Agreements for delivering these packages under financial terms agreed between you and your Customer without direct Provider involvement (unless you request Provider participation by business reasons and have it accordingly to additional Provider agreement)
• Subscribing your Customers for services by using your personal deposit or payment certificates received as bonuses for your services from Provider
• Receiving bonus points for each your subscription made for your Customer service in proportion to particular service fee if it is paid from your personal account
• Accumulating your bonus points and convert it into payment certificates for service subscriptions to your customers or you own subscriptions e.g. for learning, advertising, etc
• Establishing best practices for providing high quality consulting, training, educational services for your Customers using PharosN portal platform services
• Keeping your Partnership status as Member of Portal Organization and making payments for services for your Customers and managing your customer relations as long as you provide your services as Partner (required for identification of your association to your  Customers and issuing you relevant bonuses as percentage of subscription fees)
• Assisting your Customers in implementation of your service packages including

-   registration of their Portal Organizations at PharosN portal under your advisory and guidance,

-   becoming its Member at least for the period of your consulting and advisory services to this Customer,

-   making subscriptions for the Customer Organization by using your own personal account deposit as Portal Member or by using your personal payment certificates

-   downloading and installation of  PharosN engine, its registration, definition of its users, analyzing and learning of sample objects, making its localization to customer requirements, training of staff, development of customized applications 

7.      Definition: Which customer is yours and now it is tracked?

• In case you register new Portal Organization for your Customer and become Member of this Organization (e.g. as associate, consultant, trainer, etc) then this Customer is added to your list of Active Customers
• Your Customer is in this list until you are Member of the Portal Organization of the Customer and have Partner status (meaning that you are active Partner supporting this Customer by your services) 
• Whenever you pay for service subscriptions for any Customer in the List of your Customers from your personal account you receive bonus points in proportion to the fee you paid
• You monitor the list of your active Customers and manage your relations with them by yourself
• You receive relevant remuneration for the whole package of your services including the subscriptions directly from your Customers; these business relations are outside of the Partnership agreement with Provider and are not registered at PharosN portal
• In case your Customer management removes you as Member from the Portal Organization related to their Customer organization then you lose relation to this Customer and it is marked as non-active in your customer list as your services to this customer cannot be registered at PharosN portal and tracked for bonuses even if your keep providing the services directly (i.e. try to keep your membership in all your customer organizations registered at PharosN portal and pay for their subscriptions)

8.      Partnership levels. The Partnership levels are as follows:

Registered Partner. The introductory level provides Portal Members willing to become Partners with business opportunity for consulting, training, application development or promotional association, obtaining own skills and business experiences, evaluating the results and benefits. It requires minimal commitment and available by completing the online registration form and accepting the Partnership Agreement. There is no charge to join. This partnership level is recognized in Global Partnership Directory (upon your approval) and rewarded with access to a comprehensive set of bonuses, benefits and resources.

Certified Registered Partner. A Certified Registered Partner is a capable and knowledgeable organization or individual providing solutions in specific region or country or with a specific vertical solution or specialist area expertise. The Partner is a recognized Pharos Navigator platform specialist, assuring credible consulting, training and application development capabilities. Becoming a Certified Partner is simple:

• Register as Partner, make learning server installation in-house
• Learn the Pharos Navigator platform and its applications
• Subscribe for on-line trainings course for Partners
• Take tests after the end of training
• Receive the Certificate of Registered Partner
• Have special marking “Certified Service Partner” in Global Partnership Directory
• Receive access all the benefits of the program for Certified Partners

Advanced Certified Partners are Certified Registered Partners demonstrated a high level of skills and market success over period of at least two years. They are committed to maintaining a prosperous business relationship, capable delivering significant business impact and client value, revenue and/or new client footprints achieving high customer satisfaction scores and publishing client references.

Premier Business Partners have demonstrated superior skills and market success. They actively collaborate with Provider and capable delivering significant business impact and client value through innovative solutions, revenue and/or new client footprints achieving high customer satisfaction scores. Premier members of Partnership Program get all the benefits of the Member and Advanced level plus additional high value benefits including:

• Joint marketing planning
• Differentiated incentives and rewards
• Use of the Pharos Navigator Business Partner emblem
• Event and campaign support funding
• The Business Partner Application showcases
• Product development roadmaps

9.      Duration of the Partnership Agreement

The default duration of Partnership Agreement is 12 months.  

It is extended for each another 12 months automatically if total amount of bonuses accumulated over past 12 months is above some minimum value related to each particular level of Partnership.

10.   Financial results model for Partner

• You make own independent Agreements with your Customers for providing value added services and receive your financial compensation directly from your Customers under such Agreements
• Your package of services which you sell to your Customer may include Provider service subscriptions and you may define its prices by your own independently from the amount of fees which you paid to the Provider as Partner when ordering service subscriptions for your Customer
• You may include the service fees into the total amount of your package
• You shall always be a member of your Customer organization at PharosN portal and pay subscription fees for services for this Customer Organization from your personal Member Area by charging your personal deposit or using your personal payment certificates as prove of your relation to this Customer
• Each payment from your deposit account for service subscriptions for your registered Customer results in receipt of your bonus which is calculated in relation to actual service fee paid
• Payments for services for your Customers by using your personal certificates are not subject to receipt of bonuses
• Lists of relevant bonuses and history of payments are available in your personal Member area as log files, graphs and tables
• You can convert accumulated bonuses only into payment certificates at any time and use it for purchasing services for you or your Customers
• As you receive compensation directly from your Customers as payment for your services the Provider does not have financial transactions with you beside payment for your subscriptions.
• In case your Customer payments for services shall be received by Provider by some business reasons with follow up refunding of your Partner amount to your account in some financial institution then such arrangements shall be subject for separate agreement between you and Provider prior to such payments
• Provider may introduce special additional services, payment certificates and promotional conditions for products and services for actively collaborating Partners demonstrating commitment, superior skills and market success.

11.   Bonus status transfer in case of termination. In case Partner closes its organization or the Partnership agreement is terminated by any side Partner bonuses and payment certificates are cancelled. There is no transfer of rights between previously closed and newly opened Portal Organizations, each new Portal Organization does have own history as of the moment of its registration.

12.    Definition of Confidential Information.  You agree that the Software and Information concerning collaboration within the Partnership Program related to your customers, type and content or your services, your bonuses and discounts related to your subscription fees and any other information which you disclose to Provider and which is disclosed by Provider to you in connection with this Agreement, including but not limited to information learned by you from Provider employees or through inspection of Provider’s property, that relates to Provider’s products, designs, business plans, business opportunities, finances, research, development, know-how, personnel, or third party confidential information, will be considered and referred to collectively in this Agreement as “Confidential Information.”

Information that otherwise would be deemed Confidential Information but (a) is generally and legitimately available to the public through no fault or breach of yours, (b) is generally made available to the public by Provider, (c) is independently developed or published by you without the use of any Confidential Information, (d) was rightfully obtained from a third party who had the right to transfer or disclose it to you without limitation, or (e) any third party software and/or documentation provided to you by Provider and accompanied by licensing terms that do not impose confidentiality obligations on the use or disclosure of such software and/or documentation will not be considered Confidential Information under this Agreement. 

13.    Privacy Policy.  At all times your information will be treated in accordance with Privacy Policy, which is incorporated by reference into this License and can be viewed at: http://www.pharosnavigator.com.

14.    Discussion Forums. As part of the Partnership Program, you may have the ability to participate in discussion forums about the Software and other Confidential Information that Provider may make available to you. Except for the limited purpose of discussions with other participants within such forums, you acknowledge and agree that this Agreement does not grant you the right to copy, reproduce, publish blog, disclose, transmit, or otherwise disseminate any Provider Confidential Information.

15.    No Warranty.  The Software Services provided hereunder may be designated.

16.    Term and Termination.  This Agreement will continue in effect until terminated in accordance with this Section. You may terminate this Agreement for any reason, but only by returning or destroying any and all Confidential Information that is in your possession or control (including, without limitation, any Pre-Release Software).  Provider may terminate this Agreement at any time, with or without cause, immediately upon written notice to you, and may terminate this Agreement immediately for any breach of the confidentiality provisions set forth herein.  Within seven (7) days of your receipt of Provider’s termination notice or earlier if requested by Provider, you will return, cease all use of, and/or destroy the Pre-Release Software and all other Confidential Information as provided in this Section.

17.   No Export. You agree that you will not export or re-export any of the Software or Confidential Information received from Provider. In particular, but without limitation, the Software Services may not be exported or re-exported into any EU embargoed countries. You also agree that you will not use the Software Services for any purposes prohibited by European Union law, including, without limitation, the development, design, manufacture or production of nuclear, chemical or biological weapons.

18.    Third Party Software & Information.  Portions of the Software Services may include third party software and other copyrighted material. Acknowledgements, licensing terms, and disclaimers for such material are contained in the “online” electronic documentation for the Software Services, and your use of such material is governed by such respective terms. Mentioning of third parties and third party products in any materials, advertising, promotions or bounces is provided to Partnership Program participants is for informational purposes only and constitutes neither an endorsement nor a recommendation. All third party product specifications and descriptions are supplied by the respective vendor or supplier, and Provider shall have no responsibility with regard to the selection, performance, or use of these vendors or products. All understandings, agreements, or warranties, if any, take place directly between the vendors and the prospective users.

19.   Use of logo “UNIDO Focal Point”. Accordingly to terms of running Contract between UNIDO and GOLEM IMS GMBH as Provider, the organizations in countries which are selected, trained and certified by Provider to support training and consulting for UNIDO software “Pharos Business Navigator” may use the logo “UNIDO Focal Point” in their promotional and training materials. The right to use the terms is provided to Partners having successfully passed certification of its leading trainers and/or consultants.

20.    No Waiver or Assignment.  No delay or failure to take action under this Agreement will constitute a waiver unless expressly waived in writing, signed by a duly authorized representative of Provider, and no single waiver will constitute a continuing or subsequent waiver. This Agreement may not be assigned by you in part.

21.     Governing Law. This Agreement will be governed by and construed in accordance with the laws of the Austria and European Union. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.

22.   Agreement in English.  The parties hereto confirm that they have requested that this Agreement and all related documents be drafted in English.

23.    Severability; Complete Understanding. If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.