Partner Agreement
Version: March 2025
This Partner Agreement (the "Agreement") is entered into by and between Teneo.AI and the Partner identified in the signature section below ("Partner"). This Agreement governs the terms and conditions applicable to the relationship between Teneo.AI and its Partners.
1. DEFINITIONS AND INTERPRETATION
1.1 Definitions. The following definitions apply to this Agreement:
- Agreement: This document, including incorporated modules and schedules.
- Teneo.AI: The corporate entity providing services under this Agreement.
- Partner: The entity or individual identified in this Agreement as a Partner.
- SaaS Services: Software as a Service product offered by Teneo.AI.
- End Customer: A customer of the Partner who uses SaaS Services.
1.2 Structure. This Agreement incorporates the following when applicable:
- Referral Module
- Resell and OEM Module
2. GENERAL TERMS AND CONDITIONS
2.1 Non-Exclusivity. This Agreement does not create an exclusive relationship between the parties. Both Teneo.AI and the Partner may enter into similar agreements with other parties.
2.2 Use of Trademarks. Each party may use the other’s trademarks in accordance with this Agreement for limited purposes such as marketing the partnership. Any misuse of trademarks must be corrected upon request.
2.3 Confidentiality. The parties shall consider the provisions included in the previously signed NDA as applicable for the extent of the partnership relationship.
3. PARTNER OBLIGATIONS
3.1 Referral Partners. Partners operating under the Referral Module must:
- Submit referrals: According to the referral process agreed during the negotiations.
- Abide: By the Referral Module terms, as incorporated into this Agreement.
3.2 Resell and OEM Partners. Partners reselling or integrating Teneo.AI services must:
- Comply with the Resell and OEM Module.
- Sign a SaaS License Agreement before accessing the SaaS platform, where applicable.
- Ensure End Customers are informed of and comply with Teneo.AI's Intellectual Property ownership and the defined scope of SaaS Services.
- Be liable for End Customer non-compliance of the aforementioned requirement, including taking reasonable steps to address violations, ensuring corrective actions, and indemnifying Teneo.AI for any resulting damages or liabilities.
4. TENEO.AI OBLIGATIONS
4.1 Support. Teneo.AI will provide reasonable support to Partners based on the partnership type:
- Referral support for Referral Partners
- Technical and operational support for Resell and OEM Partners, as outlined in the Resell and OEM Module.
4.2 Updates. Teneo.AI reserves the right to update this Agreement, provided that material changes are communicated to the Partner in advance.
5. INTELLECTUAL PROPERTY
5.1 Ownership. All intellectual property rights related to SaaS Services remain the exclusive property of Teneo.AI.
5.2 Usage Rights. Partners and End Customers may use SaaS Services only as permitted under this Agreement and applicable modules.
6. TERMINATION
6.1 Termination for Cause by the Partner. The Partner may terminate this Agreement with 30 days' written notice if Teneo.AI breaches the Agreement and fails to remedy the breach within 10 working days of notification.
6.2 Termination for Cause. Teneo.AI may terminate this Agreement immediately if the Partner:
- Breaches this Agreement and fails to cure the breach within 15 days of notice.
- Engages in activities harmful to Teneo.AI’s reputation or business.
7. MISCELLANEOUS
7.1 Governing Law. This Agreement is governed by the laws of Sweden.
7.2 Entire Agreement. This Agreement constitutes the entire understanding between the parties regarding its subject matter and supersedes all prior agreements.