Resell and OEM Module

1. DEFINITIONS AND INTERPRETATION

Capitalized words and phrases used in this Resell and OEM Module shall have the following meanings: 

“Direct Sell” means a direct commercial contract between AS and a Third-Party Client. 

“First Line Support” means the first contact point, triage, documentation, and potential resolution to Third-Party Client support requests related to AS SaaS. First Line Support can escalate unresolved topics to AS Support Centre. 

“OEM” means a commercial contract between the Partner and a Third-Party Client where AS SaaS is used as an underlying component in a composite architecture offered by the Partner to the Third-Party Client. For OEM, Third Party Client does not have development access to AS SaaS. 

“OEM Subscription” means an AS SaaS Subscription used by Partner as OEM. 

“Resell” means a commercial contract between Partner and a Third-Party Client where the Partner offer includes Third-Party Client development access to AS SaaS. 

“Resell Subscription” means an AS SaaS Subscription resold by Partner. 

“Third-Party Client” means a third-party who either directly or indirectly buys As SaaS and who is neither AS nor the Partners nor its Affiliates.

“Third-Party Client Developers” the conversational developers of the Third-Party Client. 

2. GENERAL

2.1 Resell and OEM Module. This Resell and OEM Module extends the Partner Addendum https://www.teneo.ai/legal/partners/partner-addendum and shall apply to the provision of the partnership between Artificial Solutions International AB and/or any of its Affiliates (“AS”) to the Partner indicated in the Order Form. This Resell and OEM Module only applies if it is explicitly referenced to as included in the Order Form. 

2.2 Online Documentation. This Resell and OEM Module is available at https://www.teneo.ai/legal/partners/resell-and-oem-module. AS reserves the right to modify this Resell and OEM Module from time to time, to reflect new terms, or requirements. AS will notify the Partner when such amendments are made and post them on AS’ website. 

3. FUNDAMENTALS

3.1 Partner as Customer of AS. AS will only have the Partner as the contracting entity. All the liabilities, warranties, service level agreements, the operational duties, the customer success services, and other responsibilities included in the AS SaaS offering is only in effect between AS and the Partner.
  
3.2 Free Pricing. The Partner has the discretion to price any offer, to use different values or metrics in the pricing, as may be agreed between Partner and Third-Party Client. The Partner is not responsible to inform AS of the pricing model. The Partner is free to sell at loss or profit to Third-Party Client compared to AS pricing to Partner. 

3.3 Discount. To enable Partners to create a profitable business around AS SaaS, AS offers the Partner a discount on AS SaaS Subscription fee. Unless otherwise stated in the Order Form, the discount is 10%. 

3.4 Direct Sell. If AS is required to be a counterparty in any kind of agreement between AS and the Third-Party Client, the commercial construct shall be redefined as a Direct Sell and the Section 3.3 of this Resell and OEM Module no longer applies.  

3.5 Solicitation of Third-Party Client. Neither AS nor the Partner will deny or hold against the other Party the right to drive new commercial relationships towards Third-Party Clients. The collaboration between AS and the Partner will be based on trust, and the principle that driving business for each other and long-term relationship is a priority for both parties.  

3.6 Transfer of Commercial Models. Both AS and the Partner agree to best effort to find an adequate commercial solution when Third-Party Client, Partner or AS request or wants to investigate the possibility of change of commercial models (Direct Sell, OEM and Resell). 

3.7 Survival of Subscription. If the Partner Agreement expires before the Resell Subscription or OEM Subscription expiration date the following conditions apply during the remaining Resell or OEM Subscription term (“Gap Period”): (a) the GT&C, its Schedules and Addendums (except the Partner Addendum) are still in effect, and (b) the terms of this Resell and OEM Module except Section 3.3 Discount are still in effect (this means that discounts for the Gap Period are no further applied or need to be refunded to AS), and (c) no new Resell Subscriptions nor OEM Subscriptions can be contracted. 

4. RESELL

4.1 Right to Resell. The Partner may resell AS SaaS to Third-Party Clients according to the Partnership Scope in Section 3.2 in the Partner Addendum, unless specified otherwise in the Order Form or if it is prohibited in the country of residence of the Partner entity.  

4.2 Third-Party Client Information in the Order Form. Partner will provide AS with valid correct entity information of the Third-Party Clients in the Order Form between Partner and AS.  

4.3 One to One. Partner is allowed to resell AS SaaS Subscriptions on a one-to-one basis which means each Resell Subscription can only be associated with one Third-Party Client. Reselling of the same AS SaaS Subscription to two or more Third-Party Client will be considered a breach and Section 3.2 of the Terms of Service will apply. There is no limit on the number of active Resell Subscriptions. 

4.4 First Line Support and Administrator. The Partner will provide the Third-Party Client with First Line Support and allocate resources for at least one Administrator as defined in Terms of Service https://www.teneo.ai/legal/customers/terms-of-service. Partner may not delegate Administrator permissions to Third-Party Client Developers. 

4.5 Third-Party Client Developers. Partner can provision a non-transferable development access to Third-Party Client Developers.  

4.6 Third-Party Client Expectations. The Partner is responsible to correctly communicate to the Third-Party Client the scope of AS SaaS, AS Intellectual Property ownership, the Terms of Service https://www.teneo.ai/legal/customers/terms-of-service and the operational and commercial relationship between Third-Party Client, The Partner and AS.  

4.7 Liability. The Partner will be responsible for Third-Party Client compliance with the Terms of Service and any other applicable Schedules. Partner will be liable for any infringement of the applicable terms and conditions of each AS Service done by a Third-Party Client. 

5. OEM

5.1 Right to offer solutions based on OEM. The Partner may offer solutions or products to Third-Party Clients based on AS SaaS as OEM according to the Partnership Scope in Section 3.2 in the Partner Addendum, unless specified otherwise in the Order Form or if it is prohibited in the country of residence of the Partner entity. 

5.2 One to Many. The Partner may service multiple Third-Party Clients from one OEM Subscription, and multiple types of solutions or products. 

5.3 Optional “Powered By Teneo”. The Partner is not required to inform Third-Party Clients that AS SaaS is used as underlying technology. However, the Partner is entitled to, if they see it fit, to brand the solution with “Powered by Teneo”. 

5.4 No Third-Party Client Developer Access. The Partner must not allow Third-Party Client Developers access to Studio Client of an OEM Subscription. If the Partner provisions such access, then it will be considered a breach and Section 3.2 of the Terms of Service applies.