VirtusNova Partner Program Agreement

This VirtusNova Partner Program Agreement (this “Agreement”) is effective as of May 11, 2025. PLEASE READ THIS AGREEMENT CAREFULLY.

1. Acceptance of Terms

This VirtusNova Partner Program Agreement (this “Agreement”) is between Goods & Services – Tim Wilken (“Goods & Services – Tim Wilken”, VirtusNova”, “We” or “Our”) and you (“You” or “Your”), even though it is electronic and is not physically signed by You and VirtusNova.

You acknowledge that this Agreement governs Your participation in the VirtusNova Partner Program (the “Program”). By accepting this Agreement, or by participating in the Program, You represent and acknowledge that You have read, understood, and agree to be bound by this Agreement, and that the information You provide in registering for the Program is accurate, complete, and is Yours or within Your right to use. If You are entering into this Program on behalf of a company or another legal entity, You represent that You have the authority to bind such entity and its affiliates to this Agreement, in which case the terms “You,” “Your” or related capitalized terms herein shall refer to such entity and its affiliates. If You do not have such authority, or if You do not agree with this Agreement, You must not accept this Agreement and may not participate in the Program.

We may amend this Agreement from time to time, in which case the new Agreement will supersede prior versions. We will notify You of such changes via email and/or through a notification within the Partner Portal and direct You to the latest version.

2. Definitions

The following terms have the meaning assigned to them below:

“Annual Contract Value” means the total Monthly Recurring Revenue paid to VirtusNova in the first twelve (12) months after the start of the subscription for the VirtusNova Products associated with the Closed Opportunity or Closed Amendment.

“Approved Lead” means You received a notification from the lead registration application in the Partner Portal that the lead has been approved.

“Bronze Tier” means the tier for a Partner that has registered at least one (1) Qualified Lead per year and has a Total Partner Contribution between 1,00 € – 4.000,00€ monthly.

“Closed Amendment” means a sale of a premium add-on to a VirtusNova Product for a Customer with an existing Closed Subscription.

“Closed Subscription” means a sale of an annual (or greater) subscription to a VirtusNova Product to a Customer who (i) was an Approved Lead on the date of the sale, and (ii) has agreed to the applicable End User Terms of Service, Customer has purchased on-boarding and implementation at the current retail pricing on the date of such Closed Subscription.

“Customer” means an End User that subscribes to one or more VirtusNova Products for its own use and not for transfer or resale.

“Customer Data” means any information collected, received, processed or maintained by You or on Your behalf from or relating to any Customer or Prospective Customer in connection with the VirtusNova Products, including all registration information, transaction history and satisfaction data, and related data analytics.

“Documentation” means any and all manuals, instructions, specifications and other documents and materials in any form or medium, including contained within a VirtusNova Product application, that We generally make available to End Users and that describe the VirtusNova Product operation, use, support, maintenance or other features.

“End User” means a Customer or a Person that uses the VirtusNova Products for or on behalf of such Customer.

“End User Terms of Service” means the terms of service related to the applicable VirtusNova Products, located at https://virtusnova.marketing/legal/terms-conditions/, or the terms of service as otherwise agreed upon by the Customer and VirtusNova.

“First Payment” means a Customer’s first monthly, quarterly, semi-annual or annual payment (as applicable, per the terms of a Customer’s service order) of the Closed Subscription or Closed Amendment.

“Gold Tier” means the tier for a Partner that has registered at least six (6) Qualified Leads per year and has a Total Partner Contribution above 10.000,00€ monthly.

“Law” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree or other requirement of any federal, state, local or foreign government or political subdivision thereof, or any arbitrator, court or tribunal of competent jurisdiction.

“Lead Quota” means the number of active Approved Leads a Partner may have at any point in time related to the VirtusNova Application. VirtusNova may change the Lead Quota for any VirtusNova Product at any time in its sole discretion, provided that any reduction shall not have retroactive effect on any active Approved Leads and VirtusNova shall provide notice of any change through a notification within the Partner Portal. As of the Effective Date, the Lead Quota shall be 50 leads across all VirtusNova Products. Once an Approved Lead is marked in the Partner Portal as Unqualified, Closed Lost or Closed Won, such lead will no longer count towards Your Lead Quota.

“Monthly Recurring Revenue” means the average monthly subscription fees paid by a Customer over the course of twelve (12) months for the Closed Subscription or Closed Amendment, reduced by any discounts, expenses incurred by VirtusNova, refunds, chargebacks and credits. Monthly Recurring Revenue shall exclude any taxes, fees (including credit card fees), and non-recurring fees related to professional services, including but not limited to on-boarding and implementation services, premium support services or any customized services.

“Partner” means any company who (i) has completed an application form (located at https://virtusnova.marketing/company/become-a-partner) or has previously completed the VirtusNova Agency Certification and has been accepted by VirtusNova as a participant in the Program, and (iii) has an active account in Our Partner Portal.

“Partner Portal” means the web-based application, located at https://affiliates.virtusnova.marketing/, where Partners can obtain marketing resources for the VirtusNova Products, register leads and receive other technical details and support related to the VirtusNova Products.

“Partner Share” means the percentage (based on a Partner’s Tier Status)  of the Annual Contract Value of a Closed Subscription or Closed Amendment (where applicable).

“Prospective Customer” means any prospective Customer.

“Qualified Lead” means an Approved Lead that has become actively engaged with VirtusNova’s sales team and moved from the outreach stage within six (6) months of becoming an Approved Lead.

“Registered Tier” means the initial tier that all Partners will be assigned to prior to registering its first Qualified Lead.

“Silver Tier” means the tier for a Partner that has registered at least four (4) Qualified Leads per year and has a Total Partner Contribution between 4.000,00€ – 10.000,00€ monthly.

“VirtusNova Application” means the VirtusNova application accessible at https://app.virtusnova.marketing/.

“VirtusNova Marketing Materials” means any advertising, promotional or marketing materials for or relating to the VirtusNova Products that We may make available to You from time to time during Your participation in the Program.

“VirtusNova Products” means the VirtusNova Application.

“VirtusNova Properties” means any and all of the VirtusNova Products, the Partner Portal, VirtusNova trademarks, VirtusNova Marketing Materials, Documentation, VirtusNova’s Confidential Information, and other technologies, information and materials We provide to You to enable You to market and sell, or provide support or other services for, the VirtusNova Products.

“VirtusNova Prospective Customer” means a Prospective Customer for the VirtusNova Application.

“Tier Status” means the specific tier (i.e., Registered, Bronze, Silver, or Gold Tier) that a Partner has qualified for based on the amount of Qualified Leads it submits each year and its Total Partner Contribution.

“Total Partner Contribution” means the Monthly Recurring Revenue of each Closed Subscription (plus the Monthly Recurring Revenue of a Partner’s own subscription to any VirtusNova Products, if applicable).  

3. Nonexclusive Agreement

This Agreement does not create an exclusive relationship between VirtusNova and You. At any time and in VirtusNova’s sole discretion, VirtusNova may itself and may authorize third parties to, without limitation, design and develop, produce, market, distribute and otherwise commercialize or use VirtusNova Products through any channel, and to any person.

4. Marketing and Sales Activity

• A. Subject to the terms of this Agreement, We grant You the limited, non-exclusive, non-transferrable, revocable right to (i) describe Yourself in promotional, advertising, and marketing materials relating to the VirtusNova Products as a “VirtusNova Partner” and (ii) to use and display the badges or other certification materials, if any, related to the Program that are provided by VirtusNova to You (the “Badges”) solely to market and promote the VirtusNova Products. Any use of the VirtusNova name or the name of any VirtusNova Product must be accompanied by the words “VirtusNova Partner.” You may not alter the Badges in any way and you must only use the Badges or the “ VirtusNova Partner” designation in connection with Your participation in the Program. You shall not use the Badges or the “VirtusNova Partner” designation (i) in or in connection with the advertising, promotion, marketing or distribution of any goods, services or technologies other than the VirtusNova Products; (ii) as part of Your corporate or trade name or any domain name; (iii) in any way that is likely to cause confusion, mistake or deception; or (iv) in any way that is likely to dilute, tarnish or otherwise diminish the distinctiveness of, or jeopardize the reputation of or goodwill associated with the VirtusNova’s trademarks, VirtusNova Products or VirtusNova or the validity or VirtusNova’s ownership of its trademarks or the registrations therein.
• B. If you create any content that relates to the Program or VirtusNova Products, it must be designated as “unofficial”. For example, “The Unofficial Guide to Using VirtusNova.”
• C. You are prohibited from using VirtusNova’s name or any VirtusNova Product name in Google AdWords or in any Pay-Per-Click promotion.
• D. You agree to comply with any future branding and marketing policies provided to You by VirtusNova, including any posted to the Partner Portal. You agree to immediately discontinue use of any materials that violate this Section 4.
• E. You shall bear all costs and expenses related to the marketing of the VirtusNova Products other than any VirtusNova Marketing Materials.

5. Partner Obligations

At all times during the Term, You will, in accordance with the terms and conditions of this Agreement and at Your own cost:

• A. maintain sufficient knowledge of the industry and products competitive with the VirtusNova Products (including specifications, features and benefits) so as to be able to explain in detail to the Customers: (i) the differences between the VirtusNova Products and competing products, and (ii) information on standard features of each of the VirtusNova Products;
• B. comply with (i) all then-current VirtusNova policies that are applicable to the Program, and (ii) all reasonable directions and instructions from Us concerning the commercialization of the VirtusNova Products;
• C. comply with applicable Law and in a manner that is consistent with good business practice and reflects favorably at all times on the VirtusNova Products and the good name, goodwill and reputation of VirtusNova;
• D. not directly or indirectly engage in any unfair, unethical, misleading or deceptive acts or practices that are or might be detrimental to the public or the goodwill or reputation of VirtusNova or any VirtusNova Products, including any dissemination, display or use of any false, misleading or deceptive representations, depictions or materials for or in connection with any advertising, promotion, marketing or distribution of any VirtusNova Products; and
• E. notify Us if you believe any End User has violated any applicable End User Terms of Service.

You shall not at any time, directly or indirectly (a) sell or otherwise transfer title or ownership of the VirtusNova Properties; (b) copy, modify or create any derivative works or improvements of any VirtusNova Products or Documentation; (c) reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain access to the source code of any VirtusNova Product or any part thereof; (d) bypass, breach or disable any security device, copy control or digital rights management tool, or other protection used by any VirtusNova Products, or induce or assist any person to do so; (e) except as expressly permitted in this Agreement, represent Yourself as an agent of VirtusNova, commit VirtusNova to any contracts or incur any obligation or liability whatsoever on behalf of VirtusNova for any purpose; (f) make any representations, warranties, guarantees, indemnities, claims or other commitments

(i) actually, apparently or impliedly on VirtusNova’s behalf, or (ii) concerning or relating to any VirtusNova Product that are in addition to or inconsistent with any then-existing representations, warranties, guarantees, indemnities, claims or other commitments in this Agreement, the applicable End User Terms of Service, the Documentation or any written documents provided or made available by VirtusNova to You that concern or relate to that VirtusNova Products; (g) access or use the VirtusNova Properties for purposes of: (i) benchmarking or competitive analysis of such VirtusNova Properties, or (ii) developing, producing, marketing, distributing, licensing or selling any product or service that may compete with any of the VirtusNova Products; (h) market, distribute, license or otherwise make available any VirtusNova Products to or through any Person other than directly to Customers, Prospective Customers and their respective End Users; or (i) in connection with the Program, perform any act that, or fail to perform any act the omission of which, infringes, misappropriates or otherwise violates any intellectual property right or other right of any person, or violates any applicable Law.

6. Lead Registration

• A. In order to be eligible for the Partner Share, You must register the Prospective Customer (or existing Customer, in the case of a premium add-on) as a lead in the lead registration application in the Partner Portal, including submitting all required fields. You represent and warrant that you have obtained all necessary authorizations and consents from such Prospective Customers or existing Customers to register them. You will only be entitled to receive a Partner Share if (i) it is an Approved Lead and (ii) such Approved Lead results in a Closed Subscription or Closed Amendment prior to expiration. All registrations will expire after six (6) months from the date of notification of an Approved Lead, unless You have received written approval from VirtusNova for an extension of such expiration period.
• B. We may accept or reject leads in Our sole discretion. However, We will generally accept Prospective Customers if (i) the Prospective Customer is not a current customer of VirtusNova, We are not engaged in an active sales process with the Prospective Customer or We have not had contact with the Prospective Customer in the last one-hundred and twenty (120) days; (ii) another Partner has not previously registered the Prospective Customer; and (iii) You are below Your Lead Quota. We will generally accept leads for an existing Customer, if (i) Customer is purchasing a premium add-on, (ii) the Customer is not currently in an active sales process with a VirtusNova representative for the premium add-on, and (iii) the Partner is in the Silver Tier or Gold Tier.
• C. You will not receive Partner Share for a Customer if (i) You did not receive notice that the Customer is an Approved Lead; (ii) the lead was rejected; (iii) the lead has expired; (iv) You have exceeded Your Lead Quota; or (v) this Agreement has been terminated.
• D. We may from time to time, in Our sole discretion, provide monetary incentives to Partners for any Approved Lead that becomes a Qualified Lead. 
• E. We may from time to time request that You provide us with contact information of Prospective Customers and require that You facilitate introductions and calls with VirtusNova and Prospective Customers to ensure the quality of the sales experience. You may from time to time request Our participation on calls with Prospective Customers, however, Our participation and the level of such participation will be determined by VirtusNova in Our sole discretion.
• F. We may introduce You to a Prospective Customer. Your use of such information shall be in accordance with applicable Law and may be subject to additional rules and policies communicated to you by VirtusNova. You may use the information regarding the Prospective Customers only for marketing the VirtusNova Products to such Prospective Customer in accordance with the terms of this Agreement and for no other purpose. VirtusNova leads are considered VirtusNova’s Confidential Information. Upon Our request, You will immediately stop using information regarding such Prospective Customers.

7. Partner Share

• A. The Partner Share for each Tier Status shall be as follows:
• B. In order to be eligible for a Partner Share, the following must be true, as of the date of the lead submission, the date of the Closed Subscription or Closed Amendment (where applicable), and the date of payment of the Partner Share, You must: (i) accept the terms and conditions of this Agreement; (ii) complete an application form, be accepted by VirtusNova to participate in the Program; (iii) submit all necessary tax documents, as applicable; (iv) maintain a Tier Status of Bronze Tier or higher; (v) have an account in good standing with VirtusNova that is eligible to receive the Partner Share in the form of a credit towards Your VirtusNova Product subscription or as a direct deposit; and (vi) Your registration in the Partner Portal includes Your accurate and complete information. If You do not meet these eligibility requirements as of the dates listed above, the Closed Subscription or Closed Amendment will not be eligible for Partner Share. Once you meet all of the eligibility criteria You may receive Partner Share for new Closed Subscriptions or Closed Amendments, but You will not be eligible for Partner Share with respect to any Closed Subscription or Closed Amendment that took place while you were not in compliance with this paragraph. 
• C. Partner Share will be considered “earned” upon VirtusNova’s receipt of the Customer’s First Payment. You will not be eligible for a Partner Share for a Closed Subscription or Closed Amendment if the Customer (i) cancels their subscription prior to submitting the First Payment, (ii) downgrades their subscription prior to the First Payment and such downgrade results in less than 50% of the total contract value anticipated at the time the Closed Subscription or Closed Amendment was entered into, or (iii) has defaulted on the First Payment. If earned, and subject to the remaining terms and conditions in this Section 7, the Partner Share will be paid out by VirtusNova during the following calendar month after VirtusNova has received the First Payment. 
• D. Generally, VirtusNova does not offer refunds or early cancellation to any Customer However, if We refund any subscription fees to a Customer during the first twelve (12) months of the Closed Subscription or Closed Amendment, or a Customer cancels or discontinues paying for the remainder of their subscription after the First Payment, VirtusNova shall have the right to request and receive a refund of the Partner Share from a Partner, in our sole discretion. 
• E. You are not eligible to earn a Partner Share if You are purchasing on behalf of Your customer under Your own VirtusNova Products subscription. Eligibility for Partner Share is only available when an Approved Lead is purchasing a new subscription or new premium add-on of the VirtusNova Products under retail pricing.
• F. We may split the Partner Share for a Closed Subscription or Closed Amendment among more than one Partner if we feel that multiple Partners contributed to such sale. We may deny the payment of a Partner Share if You did not have significant impact on or if another Partner secured the Closed Subscription or Closed Amendment even if you received an Approved Lead. From time to time, We may request proof that you are actively engaged with a Prospective Customer.
• G. You will not be eligible for any Partner Share if: (i) payment of the Partner Share would be prohibited by Law; (ii) any Customer prohibits or objects to the payment of the Partner Share in connection with the Closed Subscription or Closed Amendment to which it is a party; or (iii) the Customer has paid or will pay You any commission related to the VirtusNova Product.
• H. VirtusNova will not be responsible for withholding or paying any income, payroll, Social Security, or other federal, state, or local taxes. You are responsible for remitting all taxes associated with any Partner Share that You earn pursuant to the Program and shall indemnify VirtusNova for any claims related to all such taxes, including penalties and interest.
• I. With respect to each Closed Subscription or Closed Amendment related to the VirtusNova Application, the applicable Customer may at the discretion of VirtusNova be entitled to one or more free user seats for use by one individual, depending on the Partner’s Tier Status and subject to VirtusNova’s sole discretion. For Partners in the Bronze Tier, the Customer may receive up to one (1) free user seat. For Partners in the Silver Tier, the Customer may receive up to three (3) free user seats. For Partners in the Gold Tier, the Customer may receive up to five (5) free user seats. At its discretion, VirtusNova may provide additional free user seats for the Partner. The Customer shall grant and remove access and control permission levels for such user seat(s) in its sole discretion. This free user seat(s) shall terminate upon the earlier of (a) the termination of such Customer’s account and (b) the termination of Your engagement with Customer.
• J. VirtusNova will review each Partner’s Tier Status twice per year, in January and July. Partners will be eligible to upgrade to a higher Tier Status twice per year if a Partner has met the qualifications for a higher Tier Status prior to each review. Partners will be downgraded to a lower Tier Status once per year if a Partner has not met the qualifications for its current Tier Status prior to the review in January. VirtusNova reserves the right to change this review schedule in its sole discretion at any time. 

8. Training

We will provide You and Your employees with the following training: webinars, user guides, product guides and training videos. We may change any of the training we provide from time to time in Our sole discretion.

We will provide training to End Users as set forth in the applicable service agreement(s) between VirtusNova and the applicable Customer. VirtusNova may communicate directly with End Users regarding the use of VirtusNova Products and any related support issues.

9. Partner Benefits

VirtusNova may offer certain benefits to You based on Your Tier Status and the type of subscription You have with VirtusNova, if applicable. VirtusNova may determine the benefits available to You in its sole discretion and may change the qualifying criteria of any Tier Status or the benefits available in its sole discretion without notice or liability to You.

10. Partner’s Account

You are not eligible to attach a profile to Your own VirtusNova account, if such profile is owned by a customer who terminated service with VirtusNova within ninety (90) days of the date You add such profile.

11. Term

• A. The term of this Agreement shall continue for as long as You are participating in the Program unless earlier terminated by either party as provided below (the “Term”).
• B. Both VirtusNova and You may terminate this Agreement at any time without cause upon thirty (30) days written notice (including via email).
• C. We may immediately terminate this Agreement and Your participation in the Program if (i) You breach this Agreement; (ii) You become insolvent, You are generally unable to pay, or fail to pay, Your debts as they become due, You file, or have filed against it, a petition for voluntary or involuntary bankruptcy or pursuant to any other insolvency law, You make or seek to make a general assignment for the benefit of Your creditors, or You apply for, or consent to, the appointment of a trustee, receiver or custodian for a substantial part of Your property or business; (iii) You breach the VirtusNova Terms of Service applicable to Your VirtusNova account, including nonpayment, or (iv) You have engaged in unethical behavior or caused a reputational risk to VirtusNova or Our brand (as determined in VirtusNova’s sole discretion).
• D. Should We terminate this Agreement without cause after you have “earned” a Partner Share in accordance with the terms herein, You shall be credited the Partner Share in accordance with Section 7. Upon termination of the Agreement by You for any reason or by Us pursuant to Section 11(C), You shall not be entitled to any Partner Share. After any termination, VirtusNova may use any information related to a Prospective Customer or Customer provided by You to VirtusNova during the Term for any purpose, including marketing and selling any of VirtusNova’s products or services or the renewal of any existing subscription. Following termination of this Agreement, You must immediately stop (a) describing Yourself in promotional, advertising, and marketing materials as an “Agency Partner”, “VirtusNova Partner”, or “Partner” of VirtusNova or using any Badges, (b) demonstrating, and marketing the VirtusNova Products to Customers and Prospective Customers, (c) using the Partner Portal, (d) using the VirtusNova Products internally for servicing and supporting End User’s use of the VirtusNova Products, (e) using any VirtusNova Marketing Material or any intellectual property of VirtusNova, including Our trademarks, and (f) using any information provided by VirtusNova to You pursuant to Section 6(f) of this Agreement.

12. Representations

You represent and warrant to VirtusNova that: (a) You have the full right, power and authority to enter into, and to perform Your obligations under this Agreement; and (b) Your participation in the Program will not conflict with any contract to which You are a party.

13. Intellectual Property

• A. The VirtusNova Properties are provided to You solely for the purpose set forth in Section 4. Except for the limited rights expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to You or any third party any intellectual property rights or other right, title, or interest in or to any of the VirtusNova Products or other VirtusNova Properties and We retain all rights in the VirtusNova Products and other VirtusNova Properties. Nothing in this Agreement grants or conveys, or permits You to grant or convey, any ownership right in any of the VirtusNova Properties, or any article or copy thereof or intellectual property rights therein.
• B. VirtusNova shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable and perpetual license to incorporate into the VirtusNova Products or otherwise use any suggestions, enhancement requests, recommendations or other feedback (“Feedback”) VirtusNova receives from You or any Customer, Prospective Customer or End User without compensation to You or any other party.
• C. VirtusNova shall have a royalty-free, worldwide, non-transferrable, non-exclusive right to use and display Your name and logo in connection with the Program and this Agreement.

14. Confidentiality

• A. In connection with this Agreement and the Program each party (as the “Disclosing Party”) may disclose or make available Confidential Information to the other party (as the “Receiving Party”). Subject to the following paragraph, “Confidential Information” means information in any form or medium (whether oral, written, electronic or other) that the Disclosing Party considers confidential or proprietary, including information consisting of or relating to the Disclosing Party’s technology, trade secrets, know-how, business operations, products, features, employees, plans, strategies, partners, customers, and pricing, and information with respect to which the Disclosing Party has contractual or other confidentiality obligations, whether or not marked, designated or otherwise identified as “confidential”. Without limiting the foregoing, all unpublished Documentation and non-public VirtusNova Marketing Materials are VirtusNova’s Confidential Information.
• B. Confidential Information does not include information that the Receiving Party can demonstrate by written or other documentary records: (a) was rightfully known to the Receiving Party without restriction on use or disclosure prior to such information’s being disclosed or made available to the Receiving Party in connection with the Agreement; (b) was or becomes generally known by the public other than by the Receiving Party’s or any of its Representatives’ noncompliance with the Agreement; (c) was or is received by the Receiving Party on a non- confidential basis from a third party that was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality; or (d) the Receiving Party can demonstrate by written or other documentary records was or is independently developed by the Receiving Party without reference to or use of any Confidential Information.
• C. The Receiving Party shall safeguard the Confidential Information from unauthorized use, access or disclosure using at least the degree of care it uses to protect its most sensitive information and in no event less than a reasonable degree of care.

15. Disclaimer of Warranties and Liability

ALL VIRTUSNOVA PROPERTIES, THE PARTNER PORTAL, THE PROGRAM, AND ANY OTHER INFORMATION, MATERIALS OR WORK PRODUCT PROVIDED BY VIRTUSNOVA ARE PROVIDED “AS IS” AND VIRTUSNOVA HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHER, AND VIRTUSNOVA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, VIRTUSNOVA MAKES NO WARRANTY OF ANY KIND WITH RESPECT TO THE USE, MISUSE, OR INABILITY TO USE THE VIRTUSNOVA PRODUCTS (IN WHOLE OR IN PART), INCLUDING BUT NOT LIMITED TO THAT ANY VirtusNova PRODUCT OR OTHER VIRTUSNOVA PROPERTIES, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR, YOUR CUSTOMERS’ OR ANY OTHER PERSONS’ REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY HARDWARE, SOFTWARE, DEVICE, SYSTEM OR SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF ANY VIRUS, MALWARE OR OTHER HARMFUL CODE OR ERROR FREE. VIRTUSNOVA DISCLAIMS ALL LIABILITY FOR ANY MALFUNCTIONING, IMPOSSIBILITY OF ACCESS, OR POOR USE CONDITIONS OF THE SERVICE DUE TO INAPPROPRIATE EQUIPMENT, DISTURBANCES RELATED TO INTERNET SERVICE PROVIDERS, TO THE SATURATION OF THE INTERNET NETWORK, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, OR ALTERATION OF, USER COMMUNICATIONS, PROBLEMS RELATED TO THE SERVICE OR ITS USE, LOSS OF PERSONAL CONTENT ON THE SITE, LOST OR UNDELIVERABLE EMAIL, AND FOR ANY OTHER REASON. ANY REPRESENTATIONS AND WARRANTIES OF OR RELATING TO THE VIRTUSNOVA PRODUCTS ARE MADE DIRECTLY TO END USERS SOLELY UNDER THE TERMS AND CONDITIONS OF THE END USER’S TERMS OF SERVICE.

16. Limitation of Liability

• A. NO CONSEQUENTIAL DAMAGES. IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, FOR ANY: (i) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE, PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR (ii) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
• B. LIMITS ON MONETARY DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, VIRTUSNOVA’S (INCLUDING ANY OF ITS AFFILIATES) AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, SHALL NOT EXCEED THE AGGREGATE AMOUNT OF PARTNER SHARE EARNED BY YOU FOR CLOSED SUBSCRIPTIONS OR CLOSED AMENDMENTS CLOSED IN THE TWELVE MONTHS PRECEDING THE APPLICABLE ACTION. THE FOREGOING LIMITATION APPLIES NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
• C. Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to You. IN THESE JURISDICTIONS, VIRTUSNOVA’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

17. Indemnification

You agree to defend, indemnify, and hold harmless VirtusNova from and against any claims, actions or demands, including, without limitation, reasonable legal and professional services fees, arising or resulting from (i) Your breach of this Agreement, (ii) Your participation in the Program, (iii) Your access to, use, misuse or illegal use of Customer Data, and (iv) Our use of any Customer Data that you provide to us. VirtusNova will provide You notice of any such claim, suit, or proceeding and provide all information and assistance reasonably requested by You related to defense of the claim. VirtusNova reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section, in which case You agree to cooperate with any reasonable requests to assist VirtusNova’s defense of such matter.

18. Compliance with Law

• A. You will comply with the terms of this Agreement, applicable Law (including any applicable privacy laws and regulations), applicable acceptable use policies and terms of service at all times while you are in the Program.
• B. You will comply with opt-out, unsubscribe, “do not call” and “do not send” requests from Customer, Prospective Customer and End Users in a timely fashion. You will be solely liable for any and all damages, losses, expenses, costs (including reasonable attorneys’ fees) and other liabilities arising out of or related to advertising, creative, and/or messaging other than the content of the VirtusNova Marketing Materials.
• C. The VirtusNova Properties may be subject to German export control laws and regulations, including the Export Administration Regulations and the International Traffic in Arms Regulations. You shall not, and shall not permit any third parties to, directly or indirectly, export, reexport, or release any of the VirtusNova Properties to any jurisdiction or country to which, or any party to whom, the export, reexport, or release of any VirtusNova Property is prohibited by applicable Law.
• D. You shall comply with all applicable anti-corruption and anti-bribery laws and regulations, including the provisions of the German Criminal Code (Strafgesetzbuch – StGB), particularly §§ 331-335 StGB concerning bribery and corrupt practices. You shall not, directly or indirectly, through any third party:

(i) Make any unlawful contribution, gift, entertainment, or other expense related to political activity or to influence official action.

(ii) Make any unlawful payment to any domestic or foreign government official, public employee, or any person acting on behalf of a public authority or a commercial enterprise.

(iii) Offer, promise, or grant any form of bribe, rebate, payoff, influence payment, kickback, or any other unlawful financial or non-financial advantage to obtain or retain business or secure an improper advantage.

(iv) Fail to disclose to VirtusNova any such contribution, payment, or advantage made by you, or made on your behalf, that violates the above laws.
You are also required to implement adequate procedures to prevent bribery and corruption within your business operations and to ensure compliance with these obligations.

• In case of any suspected violation of these anti-corruption obligations, you agree to promptly cooperate with any investigation conducted by VirtusNova or relevant authorities and disclose all relevant information.

19. Assignment

You may not may assign this Agreement or any of its rights under this Agreement directly or by reason of merger, reorganization, sale of all or substantially all of Your assets, change in control, operation of law or otherwise, without the prior written consent of VirtusNova. We may assign this Agreement, without Your consent to a parent, affiliate, or successor by way of a merger, reorganization, sale of all or substantially all of Our assets, change in control or operation of law. Subject to the foregoing restrictions on assignment, this Agreement will be fully binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns. Any assignment in violation of this Section will be void. This Agreement shall be binding upon, and inure to the benefit of, the successors and permitted assigns of the parties hereto.

20. Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all previous understandings whether oral or written between You and VirtusNova. VirtusNova will not be bound by, and specifically objects to, any term, condition, or other provision that is different from or in addition to this Agreement (whether or not it would materially alter this agreement) that is proffered by You in any receipt, invoice, acceptance, purchase order, confirmation, correspondence, or otherwise, regardless of VirtusNova’s failure to object to such terms, provisions or conditions. 

21. Notices

Unless otherwise specified in this Agreement, all notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. You should send notices directly to us to Goods & Services – Tim Wilken, Braugasse 14C, 50859, Cologne, Germany and electronic notices should be sent to info@virtusnova.marketing. Unless otherwise specified in this Agreement, We will send notices directed to You to the address or email provided in Your registration for the Program.

22. Severability

If any part of this Agreement is held to be invalid or unenforceable, such provision shall be modified by the court and interpreted so as to best accomplish the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in full force and effect.

23. Relationship; Independent Contractor

Neither Your participation in the Program or this Agreement shall be construed to create any association, partnership, joint venture, employee or agency relationship between You and VirtusNova for any purpose. You have no authority (and You shall not hold Yourself out as having authority) to bind VirtusNova, except as specifically provided herein.

24. Survival

Sections 1 (Acceptance of Terms), 2 (Definitions), 3 (Nonexclusive Agreement), 11 (Term), 13 (Intellectual Property), 14 (Confidentiality), 15 (Disclaimer of Warranties and Liability), 16 (Limitation of Liability), 17 (Indemnification), 18 (Compliance with Law), 19 (Assignment), 20 (Entire Agreement), 21 (Notices), 22 (Severability), 23 (Relationship; Independent Contractor), 24 (Survival), 25 (Governing Law), 26 (Arbitration of Disputes) and 27 (No Waiver) will survive any termination of these Terms.

25. Governing Law

The validity, interpretation, and performance of this Agreement shall be governed by the laws of the Federal Republic of Germany, without giving effect to any conflict of law provisions or principles that might otherwise apply.

26. Arbitration of Disputes

If we cannot amicably resolve any legal dispute or damage claim that may arise from your participation in the Program, you agree to resolve any such dispute or damage claim through binding arbitration. The arbitration proceedings shall be conducted in Cologne, Germany, in accordance with the rules of the German Institution of Arbitration (Deutsche Institution für Schiedsgerichtsbarkeit e.V. – DIS) then in effect. The arbitration shall be conducted by one (1) arbitrator, selected by mutual agreement between you and VirtusNova. If we cannot reach an agreement on the arbitrator, the DIS shall appoint an arbitrator according to its established procedures. The arbitration shall be conducted in the German language, unless both parties agree otherwise. The laws of the Federal Republic of Germany shall apply to the arbitration proceedings. The arbitrator shall not be authorized to award punitive damages or any other damages not measured by the prevailing party’s actual damages. Both parties agree to be bound by the arbitrator’s findings. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction, including but not limited to the competent courts of Cologne, Germany.

27. No Waiver

VirtusNova’s failure to enforce at any time any provision of this Agreement does not constitute a waiver of that provision or of any other provision of this Agreement.