Resell and OEM Module

1. Fundamentals:

• Compliance Notification: Resell and OEM Partners must promptly notify Teneo.AI of any potential compliance risks in their client base, including but not limited to regulatory violations or unauthorized use of SaaS Services.
• Partner as Customer: Teneo.AI will only recognize the Resell or OEM Partner as the direct contracting entity. All warranties, liabilities, and service agreements will apply only between Teneo.AI and the Partner.
• Discounts: Resell and OEM Partners will receive discounts on the SaaS Subscription fee, as detailed in their agreement. Unless otherwise stated the discount is 10% of the SaaS Subscription and Consumption fees.
• Trust and Collaboration: Both parties agree to collaborate based on mutual trust, aiming for long-term benefits and business growth.
• Survival of Subscription Terms: In cases where this module is terminated, the terms of active subscriptions will remain valid until their expiration date, excluding any ongoing discounts.

2. Resell-Specific Clauses:

• Third-Party Client Information: Resell Partners must provide to Teneo.AI their Third-Party Clients’ information in the relevant order documentation.
• One-to-One Resale Model: Each SaaS Subscription resold by the Partner must be associated with one unique Third-Party Client. Subscriptions cannot be shared across multiple clients.
• Need for an Administrator: Resell Partners must allocate at least one administrator to manage their SaaS Subscriptions and act as a liaison with Teneo.AI. The administrator role cannot be delegated to Third-Party Clients.

3. OEM-Specific Clauses: 

• Servicing Multiple Clients: OEM Partners may use a single SaaS Subscription to service multiple Third-Party Clients, provided the usage complies with Teneo.AI’s licensing terms.
• Optional Branding: OEM Partners have the option to include a "Powered by Teneo.AI" branding on their solutions. This is not mandatory but may be used at the Partner’s discretion.
• No Developer Access: OEM Partners must not provide development access to the SaaS platform to Third-Party Clients. Violations of this condition will be treated as a material breach of the agreement.

4. Support Obligations:

• Documentation for Audit: Resell and OEM Partners are required to document and retain all support activities conducted for their Third-Party Clients, ensuring traceability and compliance for audit purposes.
• Resell and OEM Partners shall provide first-line support to their Third-Party Clients, including triage and basic troubleshooting.
• Escalations requiring Teneo.AI’s involvement must follow the support protocols outlined in the SaaS License Agreement.

5. Transition of End Customers:

In the event of termination of this module or the Partner Agreement, existing End Customers may transition directly to Teneo.AI at the end of its license under terms to be negotiated between Teneo.AI and the End Customer. 

6. Limitations and Exclusions:

Misrepresentation of Teneo.AI’s services or capabilities by Resell and OEM Partners may result in immediate termination of this module. 

7. Amendments and Updates:

Teneo.AI reserves the right to amend this module, provided that material changes are communicated to Resell and OEM Partners at least 30 days in advance.