Affiliate Agreement - V2 Cloud

Partner Affiliate Program Agreement

This Partner Affiliate Program Agreement, and all of the documents which they make a reference to, constitute a single agreement (“Partner Affiliate Program Agreement”) between V2Cloud Solutions, Inc., incorporated under the laws of Quebec, with a registered address 3 Ch. Des Hauts-Sommets, St-tite-des-caps, QC, G0A 4J0, Canada (“V2 Cloud”, “us”, “we” or “our”), and any affiliate, governed by private or public law, accessing, trialing or subscribing to the Cloud Service or the Website (“Affiliate” or “you”). The Affiliate and V2 Cloud are individually and jointly known as the “Party” or “Parties”, respectively.

The Partner Affiliate Program Agreement applies to your participation in our Partner Affiliate Program (the “Partner Affiliate Program”). 

We periodically update these terms. We might also choose to replace these terms in their entirety if, for example, the Affiliate Program changes, ends, or becomes part of an existing program, including our partner programs. If we update or replace the terms we will let you know via electronic means, which may include an in-app notification or by email. If you don’t agree to the update or replacement, you can choose to terminate the Partner Affiliate Program as we describe below.

1. DEFINITIONS

1.1 “Partner Affiliate Program” means our partnership program as described in this Partner Affiliate Program Agreement.

1.2 “Affiliate Lead” means a customer prospect who clicks on the Affiliate Link that we have made available to you via the Referrals tabs in your Dashboard.

1.3 “Affiliate Link” means the unique tracking link you place on your site or promote through other channels.

1.4 “Affiliate Policies” mmeans terms and conditions, guidance and policies associated with your participation in our Partner Affiliate Program.

1.5 “Commission” means an amount described for each Customer Subscription.

1.6 “Customer” means the authorized actual user of V2 Cloud who has purchased a subscription using the Affiliate Link.

1.7 “Customer Transactions” means those transactions by Affiliate Leads that are eligible for Commission pursuant to the ‘Customer Transactions’ section of this Agreement.

1.8 “Customer Data” means all information that Customer submits or collects via V2 Cloud and all materials that Customer provides or posts, uploads, inputs or submits for public display through V2 Cloud.

1.9 “V2 Cloud Content” means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that we incorporate into our services.

1.10 “Affiliate Program Page” means the landing page: https://v2cloud.com/affiliates/apply where we will provide all the up-to-date guidelines and policies for the Partner Affiliate Program.

1.11 “Subscription Service” means our desktop-as-a-service (DaaS) software subscription service that is subscribed to, and developed, operated, and maintained by us, accessible via https://v2cloud.com/ or another designated URL, and add-on products. For the purposes of this Partner Affiliate Program Agreement, the Subscription Service does not include any implementation, customization, training, consulting, additional support or other professional services, or fees for third-party products or services.

2. NON-EXCLUSIVITY

This Agreement does not create an exclusive agreement between you and us. Both you and we will have the right to recommend similar products and services of third parties and to work with other parties in connection with the design, sale, installation, implementation and use of similar services and products of third parties.

3. AFFILIATE ACCEPTANCE

Once you complete an application to become an Affiliate, we will review your application and notify you whether you have been accepted to participate in the Affiliate Program, or not. Before we accept an application, we may want to review your application with you, so we may reach out to you for more information. We may require that you complete certain requirements or certification(s) before we accept your application. If we do not notify you that you are accepted to participate in the Affiliate Program within thirty (30) days from your application, your application is considered to be rejected.

If you are accepted to participate in the Partner Affiliate Program, then upon notification of acceptance, the terms and conditions of this Partner Affiliate Program Agreement shall apply in full force and effect, until terminated, pursuant to the terms set forth below. Further, you will need to complete any enrollment criteria set out in the Affiliate Program Page, if applicable. Failure to complete any enrollment criteria within thirty (30) days of your acceptance will result in the immediate termination of this Partner Affiliate Program Agreement and you will no longer be able to participate in the Partner Affiliate Program.

Your acceptance and participation in the Partner Affiliate Program does not mean that you will be accepted into any of our V2 Cloud Partner Programs, including our Reseller Partner Program. In order to participate in other programs, you will need to apply in accordance with the relevant application procedure.

You will comply with the terms and conditions of this Partner Affiliate Program Agreement at all times, including any applicable Affiliate Policies.

4. CUSTOMER TRANSACTIONS

4.1 Partner Affiliate Program Limits. We will pay you Commission for each new Customer who completes a Customer Transaction after clicking on an Affiliate Lead made available by you for a period of twelve (12) months, provided that you remain eligible to receive Commission pursuant to the terms of this Partner Affiliate Program Agreement and Affiliate Policies. The start of the Customer’s subscription is determined by the date of the first purchase of the Subscription Service by the Customer. You will receive a Commission payment based on a percentage of the total amount paid for twelve (12) months. For example, if four Affiliate Lead click your Affiliate Link, you will get your Commission based on the amount of paying Customers. If a Customer that is an Affiliate Lead does not submit their payment, your associated Commission will expire immediately.

4.2 Eligibility. To be eligible for Commission (i) an Affiliate Lead must be accepted and valid in accordance with the ‘Acceptance and Validity’ section of this Partner Affiliate Program Agreement, (ii) a Customer Transaction must have occurred. You are not eligible for Commission If (i) such compensation is disallowed or limited by federal, state or local law or regulation in Canada or the laws or regulations of your jurisdiction; (ii) the applicable Customer objects to or prohibits such compensation or excludes such compensation from its payments to us or V2 Cloud Affiliates; (iii) the Customer has paid or will pay such commissions, referral fees, or other compensation directly to you, (iv) the Commission payment has been obtained by fraudulent means, misuse of the Affiliate Link, in violation of any Affiliate Program Policies that we make available to you, misuse of the V2 Cloud Content or by any other means that we deem to breach the spirit of the Partner Affiliate Program, or (v) the Customer participates in any of our partner programs, including our Reseller Partner Program and is eligible to receive commission in relation to the Customer Transaction under any of these programs. If at any point you are eligible to receive a revenue share payment under the Reseller Partner Program, that payment amount will not change based on your participation in the Affiliate Program. In competitive situations with other affiliates, we may elect to provide the Commission to the affiliate that we deem to be the most eligible for Commission, at our discretion. We may discontinue Commission payments should any of the eligibility criteria set forth in this subsection fail to be met at any time.

4.3 Acceptance and Validity. You will only be eligible for a Commission payment for any Customer Transactions for a period of twelve (12) months that are derived from Affiliate Leads generated by the Affiliate Link that we make available to you and are accepted by V2 Cloud. An Affiliate Lead will be considered valid and accepted if, in our reasonable determination: (i) it is a new potential customer of V2 Cloud, and (ii) is not, at the time of submission, one of our pre-existing customers, or involved in our active sales process. Notwithstanding the foregoing, we may choose not to accept an Affiliate Lead in our reasonable discretion. If an Affiliate Lead does not purchase the Subscription Service within the time period described on the Partner Affiliate Program Agreement of their first click on the Affiliate Link, you will not be eligible for a Commission payment, even if the Affiliate Lead decides to purchase after the time period has expired. An Affiliate Lead is not considered valid if its first click on the Affiliate Link is after this Agreement has expired or terminated.

4.4 Engagement with Prospects. Once we have received the Affiliate Lead information, we may elect to engage with the prospect directly, regardless of whether or not the Affiliate Lead is valid. If an Affiliate Lead is not valid then we may choose to maintain it in our database and we may choose to engage with such Affiliate Lead. Any engagement between V2 Cloud and an Affiliate Lead will be at V2 Cloud’s discretion.

4.5 Requirements for Payment; Forfeiture. In order to receive payment under this Partner Affiliate Program Agreement, you must have: (i) agreed to the terms of this Partner Affiliate Program Agreement and V2 Cloud Terms and Conditions (generally completed through the Affiliate Sign-up Form); (ii) have a valid and up-to-date US bank account (iii) send your ACH bank information in order for V2 Cloud to process any payments due to you. Notwithstanding the foregoing or anything to the contrary in this Partner Affiliate Program Agreement, if any of the requirements set forth in this subsection (f) remain outstanding for six (6) months immediately following the close of a Customer Transaction, then your right to receive Commission arising from any and all Customer Transactions with the associated Customer will be forever forfeited (each, a “Forfeited Transaction”). We will have no obligation to pay you Commission associated with a Forfeited Transaction. Once you comply with all of the requirements in this Partner Affiliate Program Agreement, then you will be eligible to receive Commission on Customer Transactions, as long as these Customer Transactions do not involve the same Customer associated with a Forfeited Transaction.

4.6 Commission and Payment. In order to receive payment under this Partner Affiliate Program Agreement, you must have: (i) agreed to the terms of this Partner Affiliate Program Agreement and V2 Cloud Terms and Conditions (generally completed through the Affiliate Sign-up Form); (ii) have a valid and up-to-date US bank account (iii) send your ACH bank information in order for V2 Cloud to process any payments due to you. Notwithstanding the foregoing or anything to the contrary in this Partner Affiliate Program Agreement, if any of the requirements set forth in this subsection (f) remain outstanding for six (6) months immediately following the close of a Customer Transaction, then your right to receive Commission arising from any and all Customer Transactions with the associated Customer will be forever forfeited (each, a “Forfeited Transaction”). We will have no obligation to pay you Commission associated with a Forfeited Transaction. Once you comply with all of the requirements in this Partner Affiliate Program Agreement, then you will be eligible to receive Commission on Customer Transactions, as long as these Customer Transactions do not involve the same Customer associated with a Forfeited Transaction.

4.7 Commission Payment. We or the V2 Cloud Affiliate will pay the Commission amount due to you within forty-five (45) days after the end of each fiscal quarter. We will determine the currency in which we pay the Commission and the applicable conversion rate. We or the V2 Cloud Affiliate will not pay more than one Commission payment or other similar referral fee on any given Customer Transaction (unless we choose to at our discretion). If a Customer Transaction is subject to a refund, credit or other billing adjustment process, then we may withhold payment of the Commission due to you until such time as the Customer Transaction is final. We reserve the right to deduct any amount owing to us by you (as a result of a return, refund, credit, or billing adjustment process) from any Commission payable to you."

5. TRAINING AND SUPPORT

5.1 Affiliate Training and Support. We may make available to you, without charge, various webinars and other resources made available as part of our Partner Affiliate Program. We may change or discontinue any or all parts of the partner Affiliate Program benefits or offerings at any time without notice.

6. TRADEMARKS

You grant to us a non-exclusive, non-transferable, royalty-free right to use and display your trademarks, service marks and logos (“Affiliate Marks”) in connection with the Affiliate Program and this Partner Affiliate Program Agreement. During the term of this Partner Affiliate Program Agreement, in the event that we make our trademark available to you within the Affiliate Tool, you may use our trademark as long as you follow the usage requirements in this section. You must: (i) only use the images of our trademark that we make available to you, without altering them in any way; (ii) only use our trademarks in connection with the Affiliate Program and this Agreement; and (iii) immediately comply if we request that you discontinue use. You must not: (i) use our trademark in a misleading or disparaging way; (ii) use our trademark in a way that implies we endorse, sponsor or approve of your services or products; or (iii) use our trademark in violation of applicable law or in connection with an obscene, indecent, or unlawful topic or material.

7. PROPRIETARY RIGHTS

7.1 V2 Cloud Proprietary Rights. No license to any software is granted by this Partner Affiliate Program Agreement. V2 Cloud is protected by intellectual property laws. V2 Cloud belongs to and is the property of us or our licensors (if any). We retain all ownership rights in V2 Cloud. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the V2 Cloud Content, or V2 Cloud Products in whole or in part, by any means, except as expressly authorized in writing by us. V2 Cloud Products, V2 Cloud Design, the V2 Cloud logos, and other marks that we use from time to time are our trademarks and you may not use them without our prior written permission, except as otherwise set forth in this Agreement. We encourage all customers, affiliates and partners to comment on V2 Cloud, provide suggestions for improving our product, and vote on suggestions they like. You agree that all such comments and suggestions will be non-confidential and that we own all rights to use and incorporate them into V2 Cloud, without payment to you. 7.2 Customer’s Proprietary Rights. As between you and Customer, Customer retains the right to access and use the Customer portal associated with the V2 Cloud Dashboard. For the avoidance of doubt, Customer will own and retain all rights to the Customer Data.

8. CONFIDENTIALITY

As used herein, “Confidential Information” means all confidential information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), (i) whether orally or in writing, that is designated as confidential, and (ii) V2 Cloud customer and prospect information, whether or not otherwise designated as confidential. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party or (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party. The Receiving Party shall: (i) protect the confidentiality of the Confidential Information of the Disclosing Party using the same degree of care that it uses with its own confidential information, but in no event less than reasonable care, (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, (iii) not disclose Confidential Information of the Disclosing Party to any third party, and (iv) limit access to Confidential Information of the Disclosing Party to its employees, contractors and agents. The Receiving Party may disclose Confidential Information of the Disclosing Party if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process.

9. OPT OUT AND UNSUBSCRIBING

You will comply promptly with all opt out, unsubscribe, “do not call” and “do not send” requests. For the duration of this Agreement, you will establish and maintain systems and procedures appropriate to effectuate all opt out, unsubscribe, “do not call” and “do not send” requests.

10. TERM AND TERMINATION

10.1. Term. This Agreement will apply for as long as you participate in the Partner Affiliate Program, until terminated.

10.2.Termination Without Cause. Both you and we may terminate this Agreement on fifteen (15) days written notice to the other party.

10.3. Termination for Agreement Changes. If we update or replace the terms of this Agreement, you may terminate this Agreement on five (5) days written notice to us, provided that you send us written notice within ten (10) days after we send you notice of the change.

10.4. Termination for Cause. We may terminate this Agreement: (i) upon fifteen (15) days notice to you of a material breach if such breach remains uncured at the expiration of such period, (ii) upon fifteen (15) days notice to you of non-payment of any amount due to us if such amount remains unpaid at the expiration of such period, (iii) immediately, if you become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors, (iv) immediately, if you breach the terms applicable to your subscription with us (if you have one), including if you default on your payment obligations to us or our affiliate, or (v) immediately, if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.

10.5. Effects of Expiration/Termination. Expiration of this Agreement, and termination of this Agreement: (i) without cause by us,(ii) by you with cause, (iii) by you according to the ‘Termination for Agreement Changes’ section, shall not affect our obligation to pay you a Commission, so long as the related payment by the Customer Transaction is recognized by us within fifteen (15) days after the date of such termination or expiration and provided that in no event shall you be entitled to payment of Commission under this Agreement if you are eligible to receive a revenue share payment under the Reseller Partner Program. We will not pay you fees on Customer Transactions recognized by us after the date of such termination or expiration set out above. Provided however, in the event of termination without cause by you, or for cause by us, our obligation to pay and your right to receive any Commission will terminate upon the date of such termination, regardless of whether you would have otherwise been eligible to receive Commission prior to the date of termination. Except as expressly set forth in this section, you are not eligible to receive a Commission payment after expiration or termination of this Agreement. Upon termination or expiration, you will discontinue all use of and delete any Affiliate resources that we make available to you for your participation in the Partner Affiliate Program. Upon termination or expiration, an Affiliate Lead is not considered valid, and we may choose to maintain it in our database and engage with such a prospect.

11. AFFILIATE REPRESENTATIONS AND WARRANTIES

You represent and warrant that: (i) you have all sufficient rights and permissions to participate in the Partner Affiliate Program and to provision V2 Cloud with Affiliate Lead’s for our use in sales and marketing efforts or as otherwise set forth in this Agreement, (ii) your participation in this Affiliate Program will not conflict with any of your existing agreements or arrangements; and (iii) you own or have sufficient rights to use and to grant to us our right to use the Affiliate Marks.

You further represent and warrant that: (i) you will ensure that you are compliant with any trade or regulatory requirements that may apply to your participation in the Partner Affiliate Program (for example, by clearly stating you are a V2 Cloud Affiliate on any website(s) you own where you make an Affiliate Link available); (ii) you will accurately provide us all websites and domains you own where you intend to use Affiliate Links to generate Affiliate Leads; (iii) you will not purchase ads that direct to your site(s) or through an Affiliate Link that could be considered as competing with V2 Cloud’s own advertising, including, but not limited to, our branded keywords; (iv) you will not participate in cookie stuffing or pop-ups, false or misleading links are strictly prohibited; (v) you will not attempt to mask the referring URL information; (vi) you will not use your own Affiliate Link to purchase V2 Cloud subscription for yourself.

12. INDEMNIFICATION

You will indemnify, defend and hold us harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an “Action”) brought against us (and our officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party not affiliated with us to the extent that such Action is based upon or arises out of (a) your participation in the Partner Affiliate Program, (b) our use of the prospect data you provided us, (c) your noncompliance with or breach of this Agreement, (d) your use of our Brand, or (e) our use of the Affiliate Content. We will: notify you in writing within thirty (30) days of our becoming aware of any such claim; give you sole control of the defense or settlement of such a claim; and provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defense or settlement of the claim. You shall not accept any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.

13. DISCLAIMERS; LIMITATIONS OF LIABILITY

Disclaimer of Warranties. WE AND OUR AFFILIATED COMPANIES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF V2 CLOUD, V2 CLOUD CONTENT, AND THE PARTNER AFFILIATE PROGRAM FOR ANY PURPOSE. APPLICATION PROGRAMMING INTERFACES (APIs) AND THE AFFILIATE CONTENT MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, V2 CLOUD AND AFFILIATE CONTENT ARE PROVIDED ‘AS IS’ WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO V2 CLOUD AND THE AFFILIATE CONTENT INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. No Indirect Damages. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR BUSINESS OPPORTUNITIES. Limitation of Liability. IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, WE ARE DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY, THE PARTIES AGREE THAT OUR AGGREGATE LIABILITY WILL BE LIMITED TO THE TOTAL COMMISSION AMOUNTS YOU HAVE ACTUALLY EARNED FOR THE RELATED CUSTOMER TRANSACTIONS IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM. Cookie Duration. COOKIES USED AS PART OF THIS AFFILIATE PROGRAM HAVE A 30 DAY DURATION. IF A POTENTIAL CUSTOMER CLEARS THEIR COOKIES DURING THIS PERIOD, V2 CLOUD SHALL NOT BE LIABLE FOR ANY COMMISSIONS THAT MAY HAVE BEEN OWED TO YOU.

14. NON-SOLICITATION

You agree not to intentionally solicit for employment any of our employees or contractors during the term of this Agreement and for a period of twelve (12) months following the termination or expiration of this Agreement. Both you and we acknowledge that (i) any newspaper or other public solicitation not directed specifically to such person shall not be deemed to be a solicitation for purposes of this provision, and (ii) this provision is not intended to limit the mobility of either our employees or contractors.

15. GENERAL

15.1. Amendment; No Waiver. We may update and change any part or all of this Agreement, including by replacing it in its entirety. If we update or change this Agreement, the updated Agreement will be made available to you on request and we will let you know by email. The updated Agreement will become effective and binding on the next business day after we have notified you. When we change this Agreement, the “Last Modified” date above will be updated to reflect the date of the most recent version. We encourage you to review this Agreement periodically. If you don’t agree to the update, change or replacement, you can choose to terminate as we describe above. No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.
15.2. Applicable Law. This Agreement shall be governed by the laws of the Civil Code of Quebec, without regard to the conflict of laws provisions thereof. In the event either of us initiates an action in connection with this Agreement or any other dispute between the parties, the exclusive venue and jurisdiction of such action shall be in the province and federal courts in Quebec City, Quebec.
15.3. Force Majeure. Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.
15.4. Actions Permitted. Except for actions for nonpayment or breach of a party’s proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than one (1) year after the cause of action has accrued.
15.5. Relationship of the Parties. Both you and we agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of this Agreement.
15.6. Compliance with Applicable Laws. You shall comply, and shall ensure that any third parties performing sales or referral activities on your behalf comply, with all applicable foreign and domestic laws (including without limitation export laws and laws applicable to sending of unsolicited email), governmental regulations, ordinances, and judicial administrative orders. You shall not engage in any deceptive, misleading, illegal or unethical marketing activities, or activities that otherwise may be detrimental to us, our customers, or to the public. Export laws and regulations of Canada and any other relevant local export laws and regulations may apply to V2 Cloud Products. You will comply with the sanctions programs administered by the laws of the Province of Quebec (Canada). You will not directly or indirectly export, re-export, or transfer V2 Cloud Products to prohibited countries or individuals or permit use of V2 Cloud Products by prohibited countries or individuals.
15.7. Severability. If any part of this Agreement is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.
15.8. Notices. Notice will be sent to the contact address set forth herein (as such may be changed by notice given to the other party), and will be deemed delivered as of the date of actual receipt.
To V2Cloud Solutions, Inc.: V2Cloud Solutions, Inc., 3 Ch Des Hauts Sommets, Saint-Tite-Des-Caps, QC G0A4J0, Canada. Attention: General Counsel
To you: your address as provided in our affiliate account information for you.
We may give electronic notices specific to you by email to your e-mail address(es) on record in our account information for you. We may give notice to you by telephone calls to the telephone numbers on record in our account information for you.

16. ENTIRE AGREEMENT

This Agreement is the entire agreement between us for the Partner Affiliate Program and supersedes all other proposals and agreements, whether electronic, oral or written, between us. We object to and reject any additional or different terms proposed by you, including those contained in your purchase order, acceptance or website. Our obligations are not contingent on the delivery of any future functionality or features of V2 Cloud Products or dependent on any oral or written public comments made by us regarding future functionality or features of V2 Cloud Products. It is the express wish of both you and us that this Agreement and all related documents be drawn up in English. We might make versions of this Agreement available in languages other than English. If we do, the English version of this Agreement will govern our relationship and the translated version is provided for convenience only and will not be interpreted to modify the English version of this Agreement.

17. ASSIGNMENT

You will not assign or transfer this Agreement, including any assignment or transfer by reason of merger, reorganization, sale of all or substantially all of its assets, change of control or operation of law, without our prior written consent. We may assign this Agreement to any affiliate or in the event of merger, reorganization, sale of all or substantially all of our assets, change of control or operation of law.

18. NO THIRD PARTY BENEFICIARIES

Nothing in this Agreement, express or implied, is intended to or shall confer upon any person or entity (other than the parties hereto) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

19. SALES BY V2 CLOUD

This Agreement shall in no way limit our right to sell V2 Cloud Products, directly or indirectly, to any current or prospective customers.

20. AUTHORITY

Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms.

21. SURVIVAL

The following sections shall survive the expiration or termination of this Agreement: ‘Commission and Payment’, ‘Proprietary Rights’, ‘Confidentiality’, ‘Effects of Termination/Expiration’, ‘Indemnification’, ‘Disclaimers; Limitation of Liability’, ‘Non-Solicitation’ and ‘General’.

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