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KINDOO PARTNER PROGRAM AGREEMENT

This KINDOO PARTNER PROGRAM AGREEMENT (this “Agreement”) is made and entered into by and between KINDOO LLP a company incorporated under the laws of Canada, hereinafter referred to as “Service Provider”, and you (hereinafter referred to as “YOU or YOUR”). Service Provider and YOU are separately referred to in this Agreement as “Party” and collectively as the “Parties.”

WHEREAS, YOU wish to have the non-exclusive right to resell and/or to install the KINDOO Devices at an End User site and YOU wish to be entitled to commissions based on the KINDOO electronic credentials that the End User might purchase.

WHEREAS, KINDOO LLP is the owner of the KINDOO Technology; and,

WHEREAS, YOU represent and warrant that you and your team have all the required skills to properly represent KINDOO and explain the features, limitations and requirements of KINDOO to any interested third party. In the case where you are performing installations, YOU represent and warrant that you and your team have all the required skills to properly install the KINDOO Devices and correctly use the KINDOO Software for a successful and operational set up of the End User’s KINDOO system. YOU also represent and warrant that all the information you entered in your KINDOO Partner application form are exact and correct.

WHEREAS, YOU represent and warrant that you have the right, authority, and capacity to accept and agree to this Agreement on behalf of the entity you represent. You represent that you are of sufficient legal age in your jurisdiction or residence to enter into this agreement.

WHEREAS, YOU agree that Service Provider may modify this Agreement from time to time. Service Provider will notify the KINDOO Partners by publishing the new agreement that will be accessible from your KINDOO application under the profile section or by providing a direct notice in an email communication sent to YOU. In the event where you do not agree with the new terms and condition you shall immediately notify Service Provider by an email sent to support@kindoo.tech.

By clicking “I Agree”, YOU agree to be bound by the terms of this Agreement and the time of the click shall determine the start date (“Effective Date”) of this agreement.


DEFINITIONS
-     KIN D is a device that can be integrated in an electric circuit. The KIN D acts as a switch and can be controlled by a phone using the KINDOO Application. The KIN D can be described as a complete smartphone access control system.

-     KIN W is a device capable of outputting a Wiegand signal after receiving a command from a phone using the KINDOO Application and for which a Digital Card has been assigned. The KIN W can be described as a smartphone credential reader.

-     KINDOO Devices means all old, existing, new and under development versions of the KINDOO hardware including the KIN D and KIN W and other future KINDOO hardware developments.

-     KINDOO Application is the interface accessible either from the web link www.kindoo.tech or from the KINDOO phone application available on Android and Apple stores. This interface allows the user to perform actions such as: to set up his profile, to apply to become a KINDOO Partner, to set up a KIN W or a KIN D, to define environments, to define access rights, to issue a command to a KIN W or a KIN D, to make credentials purchases etc…

-     Environment of Type D can be defined through the KINDOO Application and can correspond to a physical space (e.g. My Home). In an Environment of Type D the user can add KINDOO Devices of type KIN D. The user can as well invite other users and give them access rights according to which these users will be allowed to issue commands to the KIN D of that environment.

-     Permanent Users is a type of credential available for purchase in an Environment of Type D. A Permanent User is purchased as a one-time fee and opens an extra empty spot for an additional guest within an Environment of Type D.

-     Monthly Subscriptions is a type of credential available for purchase in an Environment of Type D. A Monthly Subscriptions is purchased on a monthly basis and opens an extra empty spot for an additional guest within an Environment of Type D.

-     Environment of Type W can be defined through the KINDOO Application and can correspond to a physical space (e.g. My Home). In an Environment of Type W the user can add KINDOO Devices of type KIN W. The user can as well invite other users and allocate Digital Cards for these users. These users will then be capable of emitting their Digital Cards to the KIN W of that environment.

-     Digital Card means a digital version of the physical card normally used in access control systems. This Digital Card contains a card number. The phone of a userfor which a Digital Card has been allocated and that is using the KINDOO Application will emit that card when in proximity of a KIN W. A Digital Card can have many Wiegand formats such as the open standard protocol or other publicly or proprietary protocol.

-     Proprietary Protocol is a Wiegand format that has been developed by a third party and that is proprietary to that third party.

-     KINDOO Software means the combination of old, existing, new and under development versions of: the software that is pre-installed and embedded in the KINDOO Devices, the KINDOO Application, the software installed on the KINDOO servers, APIs, and any other software element necessary for the operation of the KINDOO Technology.

-     KINDOO Technology is the combination of the KINDOO Devices and the KINDOO Software.

-     KINDOO Partner is a party that is interested to resell the KINDOO Technology and that has applied to the KINDOO Partner program and that has been approved by Service Provider and that has accepted the terms and conditions of this Agreement.

-     End User means any individual or organization using KINDOO for their own purpose and for their own access control management.


ARTICLE 1    REPRESENTATIONS, WARRANTIES AND COVENANTS
1.1     Performance of Services. YOU hereby represent and warrant that YOU shall exercise diligent and determined measures to successfully perform all Services hereunder in a timely manner consistent with Schedule I hereto, in conformity with all specifications and standards set forth therein and in a professional manner conforming to generally accepted industry standards and practices.

1.2     No Infringement. YOU hereby represent and warrant that (i) YOU have all necessary licenses or permits, to be able to perform all Services hereunder, (ii) all Services will be performed in accordance with all applicable law, regulation and rules.

Service Provider hereby represents and warrants that (i) it has or shall obtain all necessary licenses or permits, to be able to perform all services of the KINDOO Technology, (ii) the KINDOO Technology does not and will not infringe, breach, violate or constitute misappropriation of any patent, copyright, trade secret or other intellectual property interest of any other party and (iii) all KINDOO services will be performed in accordance with all applicable law, regulation and rules.


ARTICLE 2    LIMITATIONS OF LIABILITY
2.1     IN NO EVENT WILL Service Provider OR ITS AFFILIATES BE LIABLE FOR ANY DIRECT OR INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR ANY LOSS OF REVENUE, PROFITS (EXCLUDING FEES UNDER THIS AGREEMENT), SALES, DATA, DATA USE, GOODWILL, OR REPUTATION.

2.2     IN NO EVENT SHALL THE AGGREGATE LIABILITY OF Service Provider AND OUR AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED THE TOTAL AMOUNTS OWED TO YOU AND DEFINED IN THE COMMISSIONS SECTION OF SCHEDULE I.

2.3     Service Provider shall not be liable if any of the following events occur:
  • If any damage caused to YOU or your client results from the use of services, hardware, or software not provided by Service Provider, including, but not limited to, issues resulting from inadequate bandwidth or related to third-party software or services;
  • If any damage caused to YOU or your client results during or with respect to preview, pre-release, beta or trial versions of the Technology or a feature or software (as determined by Service Provider)
  • Damages that result from YOUR or your client unauthorized action or lack of action when required, or from anyone gaining access to YOUR or your client's network and premises or otherwise resulting from YOUR or your client's failure to follow appropriate security practices;
  • Damages that result from YOUR or your client's failure to adhere to any required configurations, use supported platforms, follow any policies for acceptable use, or its use of the Technology in a manner inconsistent with the features and functionality of the Technology (for example, attempts to perform operations that are not supported);
  • Damages that result from faulty input, instructions or arguments that are given by YOU or your client to the KINDOO system.
  • The Device is not an ANSI or BHMA certified door lock and must be correctly installed and used with a certified door lock that is operating in good condition. You assume all risk associated with the suitability, installation and performance of the door lock and other third party components, hardware, software and services that you or your client select.
  • YOU acknowledge that the Device and Licensed Software are not certified for emergency response, and should not be used for this purpose. Service Provider does not monitor emergency notifications, and is not responsible for dispatching emergency services to your or your client's home.
  • YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE USE OF THE KINDOO TECHNOLOGY, THE LICENSED SOFTWARE AND THE DEVICES IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU.


2.4     IN NO EVENT WILL Service Provider OR ITS AFFILIATES BE LIABLE FOR ANY DIRECT OR INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR ANY LOSS OF REVENUE, PROFITS (EXCLUDING FEES UNDER THIS AGREEMENT), SALES, DATA, DATA USE, GOODWILL, OR REPUTATION.


ARTICLE 3    Term and Termination
3.1     Term. This shall continue in full force and effect as long as YOU are performing the Services of Schedule I

3.2     Service Provider may terminate this Agreement at any time for cause by written notice by email to YOU in the following circumstances:
  • IMMEDIATELY following a material breach of any of YOUR obligationsunder this Agreement and the attached Schedule I.
  • upon insolvency or incapacity with YOUR creditors or having a receiver appointed over any of YOUR assets;
  • upon any actions from any government authority that materially changes the conditions of this agreement;

3.3     Effect of Termination. Upon the termination of this Agreement, this Agreement shall become null and void and shall have no further force or effect; provided, that the provisions of ownership and confidentiality shall survive any such termination or expiration and the Parties shall not be relieved from any payment or other obligation already accrued up to termination, nor from any liability for a breach of this Agreement occurring, prior to such effective date of termination or expiration. The Parties shall be entitled to all credit accrued to their accounts up to termination according to the Commissions section of Schedule I.


ARTICLE 4    Device Limited Warranty
4.1     The KINDOO Devices have a Five (5) year limited Warranty from the date of purchase.

4.2     This Limited Warranty only covers manufacturer defects.

4.3     This Warranty applies only for Devices purchased from Service Provider or another KINDOO Partner.

4.4     Contact your KINDOO provider for warranty claims.


ARTICLE 5    Publicity and Marketing
5.1     YOU may represent yourself as a member of the KINDOO Partner program as long as YOU are in full compliance with this Agreement.

5.2     YOU grant Service Provider the right to list YOU as a Partner on the KINDOO website or other KINDOO marketing material.

5.3     Each Party may create and maintain a link to the other Party’s website.

5.4     YOU may use KINDOO logos and trademarks in YOUR proper marketing material as long as YOUR marketing material is shared with Service Provider and sent to support@kindoo.tech. You may request KINDOO logos and other graphical material by sending an email to support@kindoo.tech. In the case of YOUR inappropriate use of the KINDOO trademarks, logos and other KINDOO graphical elements and material, YOU agree to promptly modify according to Service Provider directions.


ARTICLE 6    Miscellaneous
6.1     No Agency. This Agreement does not create any agency, franchise, joint venture or partnership among the Parties. No Party shall have any authority to enter into, assume or create any obligations or agreements on behalf of or in the name of the other Party.

6.2     Assignability. This Agreement and the rights and obligations hereunder shall not be assigned or transferred by YOU without the prior written consent of Service Provider. Any instrument purporting to make an assignment in violation of this section shall be void.

6.3     Fees. Each party shall bear its own costs and expenses relating to the matters described in this Agreement, including without limitation the fees and expenses of their respective advisers.

6.4     No Waiver, Severability. No failure or delay on the part of any Party in exercising any right, power or privilege hereunder and no course of dealing among the Parties shall operate as a waiver thereof, nor will such failure or delay affect in any way the validity of this Agreement. If any one or more of the provisions contained in this Agreement shall be invalid, illegal or unenforceable in any respect under any applicable law, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired. In the case of any such invalidity, illegality or unenforceability, the Parties agree to use their commercially reasonable efforts to achieve the purpose of such provision by a new legally valid and enforceable stipulation. Except as expressly stated herein, neither this Agreement nor any terms hereof may be amended, waived, discharged or terminated unless such amendment, waiver, discharge or termination is in writing signed by both of the Parties or, in the case of a waiver, by the Party waiving compliance.

6.5     Force Majeure. No Party shall be considered in default in the performance of any obligation hereunder (other than an obligation to pay money) nor shall a Party be held liable for any loss or damage caused to the other party to the extent that the performance of such obligation is prevented or delayed by any event or circumstance that is beyond the reasonable control of the Party invoking it, and such Party could not have prevented or mitigated the consequences of such event or circumstance by the exercise of reasonable diligence and foresight and expenditure of reasonable sums of money, including, without limitation:
  1. war, revolution, insurrection or hostilities (whether declared or not), including, without limitation, mutiny or terrorism;
  2. a riot, civil commotion or civil uprising;
  3. earthquake, flood, tempest, hurricane, lightning or other natural disaster;
  4. any fire or explosions of major proportion; or
  5. strike, lockout or other industrial disturbance on a national scale.
  6. Internet and/or electricity failure on a national scale.


6.6     Governing Law, and jurisdiction. All disputes arising out of or in connection with the present Agreement shall be finally settled under the Rules of Arbitration of the Chamber of Commerce in Paris, France, by one arbitrator appointed in accordance with the said Rules. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the French laws, without giving effect to principles of conflicts of law.

6.7     Entire Agreement. This Agreement and all attached schedules and exhibits constitutes the entire and only agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, commitments or understandings, whether written or verbal, that the Parties hereto may have with respect to the subject matter hereof.

QUESTIONS OR ADDITIONAL INFORMATION: If you have questions regarding this Agreement, or wish to obtain additional information, please send an e-mail to support@kindoo.tech

SCHEDULE I

  1. Services
    1. YOUR Responsibilities and Obligations when YOU are installing the KINDOO Technology for an End User:
      1. You are responsible of a proper installation of the KINDOO Technology at the End User premises according to the KINDOO guidelines. If you have any question, contact your authorized distributor or send your questions to support@kindoo.tech
      2. Provide training for the End User and make sure that he is familiar with the KINDOO Technology and has set up correctly his Environment. YOU shall make sure that the End User is able to use all the available features of the KINDOO Technology. If you have any question, contact your authorized distributor or send your questions to support@kindoo.tech
      3. YOU shall provide first level support to the End User. If you have any question, contact your authorized distributor or send your questions to support@kindoo.tech
      4. When setting up an End User Environment, you shall make sure that your End User indicates on his environment that you are the KINDOO Partner that made the KINDOO installation. The application will prompt the user for a pin. Use the pin that is displayed on your KINDOO partner profile (accessible after you log in from the website www.kindoo.tech or from the KINDOO phone application). Failure to do so will void your entitlement to the Installations Commissions.
      5. YOU shall follow best practice and exercise best efforts in order to make sure that the End User is having an optimal KINDOO experience.
    2. YOUR General Responsibilities and Obligations:
      1. YOU hereby represent and warrant that (a)YOU shall conduct YOUR business in a manner consistent with the good name, good will and reputation of Service Provider, KINDOO and KINDOO Partner program (b)YOU shall make no representations, warranties or guarantees with respect to the KINDOO Technology or its features, functionalities and specifications that are not consistent with the KINDOO Technology then published and marketed versions and (c)YOU shall make no representations, warranties or guarantees on behalf of Service Provider regarding the KINDOO Technology or any other guarantees on behalf of Service Provider.
      2. YOU hereby represent and warrant that you have the workforce and you have provided your employees with proper training in order to resell the KINDOO Technology and when applicable provide KINDOO installations in an optimal way and in a manner that does not compromise the performance of the KINDOO Technology. YOUR employees shall have an exhaustive understanding of the KINDOO Technology.
      3. YOU shall be exhaustive in presenting the KINDOO Technology to YOUR clientsand Introduced Third Parties making sure that they understand the KINDOO Technology with all its features, limitations and requirements.
      4. YOU shall include and maintain KINDOO Technology as part of YOUR offering in YOUR literature, price books, website and where reasonably applicable.
      5. YOU shall efficiently and diligently manage YOUR inventory of KINDOO Devices in order to supply in a timely manner orders YOU receive.
      6. YOU shall not, under any circumstances, through applications or otherwise, repackage the KINDOO Technology, or any part thereof unless approved in writing by Service Provider. YOU shall not use the KINDOO Technology in any manner that does or could potentially undermine the security of the KINDOO Technology, or any other data or information stored or transmitted using the KINDOO Technology.
      7. YOU shall not, and shall not attempt to, interfere with, modify or disable any features, functionality or security controls of the KINDOO Technology, defeat, avoid, bypass, remove, deactivate or otherwise circumvent any protection mechanisms for the KINDOO Technology, or reverse engineer, decompile, disassemble or derive source code, underlying ideas, algorithms, structure or organizational from the KINDOO Technology.
      8. YOU are responsible for maintaining the confidentiality of the login name and password that you create. You agree to use strong passwords (e.g. that contain upper and lower case letters, numbers and symbols), and to maintain the confidentiality of your password. You shall be responsible for all uses of your account and login information, whether or not authorized by you. You must notify us of any unauthorized use of your account, login information or password, and you should immediately change your password to prevent further unauthorized use. You grant us the right to use your Registration Information and any other information you provide in connection with the operation of the Site. We may also use the contact information that you submit to provide you with notices and promotional offers.
      9. YOU shall make sure that third parties interested in reselling the KINDOO Technology, or the End User if applicable, have a full understanding of the KINDOO Technology with all its features, limitations and requirements.
      10. When it is applicable, YOU shall provide first level support to End Users for whom you installed the KINDOO Technology.
      11. YOU acknowledge that failing to follow the above terms will result in an immediate termination of this Agreement.
  2. Installations Commissions
    1. Once a KINDOO installation is achieved by a KINDOO Partner, the End User can create an environment on the KINDOO application. An administrator of that environment has the option to allocate a KINDOO Partner to that environment. Once a KINDOO partner is allocated, the KINDOO application will prompt the user for a pin which is the pin of the assigned KINDOO Partner and it shall be entered by the KINDOO Partner. Once these previous steps are achieved, the KINDOO Partner Installations Commissions generated from successful credentials purchases made within this environment shall start accruing. Purchases that do not result in funds being paid to Service Provider will not be considered for Installations Commissions.
    2. Installations Commissions generated from successful credentials purchases shall be based on the Kindoo credentials margins that YOU can set wihtin the KINDOO Partner Portal. You acknowledge that installing new KINs to an environment that already has another allocated KINDOO Partner OR to an End User that has a special agreement with another KINDOO Partner (it is YOUR sole responsibility to inquire and ask the End User if they have a special agreement with another KINDOO Partner) will not entitle you to any Installations Commissions generated from credentials purchases within this environment.
  3. Partner Portal
    1. YOU shall be entitled to an access to the KINDOO Partner Portal (www.kindoo.tech) where YOU can monitor all YOUR commissions and set YOUR margins. YOU can also use the portal in order to redeem YOUR credits and request payments. YOU acknowledge that such payment requests will be made by wire transfers and will bear processing fees and transaction fees.