Partner Program Terms and Conditions

General Terms

1. Entire Agreement

Unless otherwise agreed by AvePoint pursuant to a signed written agreement, the Partner Program Resale Agreement (“PPRA”) and these Partner Program Terms govern your participation in the AvePoint partner program, including marketing and incentive programs and other subprograms that are available to you (“Program”). When the AvePoint Partner Program Terms and Conditions are updated, they will replace any existing Partner Program Terms. Capitalized terms not defined in these Partner Program Terms shall have the meaning given to them in the PPRA.

2. Subprograms

You agree that if you participate in any sales or marketing initiative or program under the AvePoint Partner Program, or receive benefits from it, you are subject to the terms and conditions (if any) that AvePoint sets forth for the initiative or program (“Subprogram Terms”). All initiatives or programs that offer incentives, rebates, marketing development funds, or other financial benefits are subject to these Partner Program Terms and to the business rules (if any) provided by AvePoint for the initiative or program.

3. Eligibility

3.1 Throughout your participation in the Program, you must:

(a) maintain good credit standing with AvePoint and act in good faith relative to credit standing with AvePoint distributors;

(b) meet all Program requirements, including the completion of all required training at your own expense;

(c) maintain a current company profile in Partner Portal (as defined below), and provide relevant, up-to-date contact details of your personnel;

(d) manage permission and access to Partner Portal for your company personnel, ensuring each user has proper access rights; including promptly deactivating access for reassigned or terminated personnel;

(e) provide prompt, written notification to AvePoint of any changes that may affect your participation in the Program;

(f) designate an individual (“Partner Account Administrator”) to perform the tasks in subparts (c) through (e) and to receive any notice that AvePoint is required to give under this Agreement. You authorize AvePoint to publish and include your partner profile and company information to help the public search for a AvePoint partner;

(g) must have signed and agreed to the PPRA; and

(h) accept and act in accordance with all AvePoint compliance policies as updated from time to time.

3.2. Failure to comply with these Partner Program Terms will be considered a breach of the PPRA. AvePoint reserves the right to withhold payments, not grant discounts under these Partner Program Terms or the PPRA, and/or enforce any other remedies up to and including termination of the PPRA for cause in accordance with its terms.

Program Benefits & Incentives

4. Partner Status

4.1 4.1. The AvePoint Partner Program has three defined partner types:

(a) Authorized Partners (“Authorized Partners”);

(b) Managed Partners (“Managed Partners”); and

(c) Invested Partners (“Invested Partners”)

All these partner types are Resellers who have completed and been accepted into the AvePoint Partner Program. They can purchase from AvePoint directly or via Distribution.

4.2. AvePoint reserves the right to segment partners between these partner types at their convenience and without notice.

5. Deal Registration

5.1. If you are permitted to participate in the deal registration program, your registrations are subject to the “Deal Registration Terms and Guidelines” located in Appendix I of this document.

6. Base List Discounts

6.1. Resellers are authorized to receive discounts on the list price of AvePoint’s Products (“List Discounts”) when buying from Distribution or directly from AvePoint. Discounts from partners purchasing directly with AvePoint will be provided based on the following guidelines:

(a) List Discount- Resellers who have participated in the customer sales cycle and are reselling AvePoint’s solutions to the End-User will receive an 8% List Discount for Authorized Partners, 10% List Discount for Managed Partners, and a 13% List Discount for Invested Partners.

(b) Fulfillment Deal – List Discount - Resellers who are engaging with AvePoint to assist with only procuring a deal for an End-User will receive a 5% List Discount.

(c) Renewal Base Discount – Resellers who are reselling a renewal of existing subscription-based Products and/or SaaS Solutions (excluding Services) to an End-User will receive an 8% Renewal Base Discount.

6.2. Resellers may negotiate list discounts directly with their preferred Distributor.

7. Bonus Discounts.

7.1 Resellers who have submitted a deal registration that has been accepted per the Deal Registration Terms and Guidelines will receive an additional bonus discount:

Accepted Deal Registration – Bonus List Discount - Resellers buying directly from AvePoint will receive an additional 12% Bonus Discount with an accepted Deal Registration.

7.2 Resellers who have

(a) actively engaged with an End-User in the 12 months before the end of the current subscription term of the existing Products and/or SaaS Solutions (excluding Services) of the End User

(b) have completed the Customer Success Training that is available in the Partner Portal AND

(c) who have sent an order for the renewal of such Products and/or SaaS Solutions for the End-User prior to the end of the subscription term will receive an additional Account Health Bonus:

Account Health Bonus Discount- Resellers who are buying directly from AvePoint will receive an 7% Account Health Bonus Discount.

7.3. Resellers who purchase via distribution may negotiate their discount with distribution. Distributors will receive an additional discount to share with the Reseller if there is an accepted deal registration within the Partner Portal.

8. Referral Commissions

8.1. Resellers may refer business to AvePoint and not participate in the sales process. If AvePoint can close such a deal with the End-User in 12 months, the referring Reseller (“Recommender”) will be eligible to receive a 10% Commission Check for the First-Year Product Value sold to the End-User.

8.2 Payment of referral commissions will only be made:

(a) if the End-User’s name and associated information as submitted via the Partner Portal for Partners match AvePoint’s sales record in sufficient detail to establish that the purchasing End-User is the same End-User that Recommender has provided, and the products purchased.

(b) if AvePoint was notified regarding the sales opportunity by Recommender prior to the End-User negotiating the purchase of the Product directly from AvePoint; and

(c) if the sale to the End-User was within three hundred and sixty-five (365) days of Recommender’s initial notification of AvePoint of the opportunity. Payments will be issued to the Recommender named in the deal registered via the Partner Portal for Partners and transferred to the address or bank account provided by the Recommender within thirty (30) days from the date that AvePoint receives payment from the End-User.

9. Quarterly Sales Rebates

AvePoint may, at its convenience, offer regional sales rebates subject to specific terms and objectives to meet. Resellers meeting these objectives under such terms will be eligible to receive a maximum 5% Rebate. This rebate will be paid to the Reseller on a quarterly basis in the form of a commission check. Up to date Accounts Receivable information must be on file for the Reseller to process all rebates.

10. Marketing Development Funds (MDF)

AvePoint may at its sole discretion allow for Resellers to request funds to promote activities involving marketing AvePoint solutions. These funds must be requested and approved within the Partner Portal.

11. Training Materials

AvePoint will provide training to Resellers via the Partner Portal. All training will be delivered remotely. In-person training may be requested by Resellers so long as Reseller assumes costs associated with any customized training sessions delivered in-person by AvePoint personnel for Reseller employees.

12. Lead Management Tools

12.1 AvePoint may in its sole discretion provide you with lead management tools to access and manage information regarding your leads (“Lead Management Tools”). The term “Partner Lead Contact Data” shall mean any contact’s first and last name, e-mail address, and/or phone number that (i) was not provided by AvePoint and (ii) you choose to record in the Lead Management Tools. Partner Lead Contact Data will not be used by AvePoint for its direct sales or marketing efforts except with your prior approval or except if such data is obtained by AvePoint independently from other sources. You understand that deal registration in the Partner Portal can be automatically linked to leads in the Lead Management Tool. You understand and consent to the following: once a lead is linked to a registered deal or opportunity with an End-User,

(a) the lead information related to the End-User will appear in the deal registration tool;

(b) all Partner Lead Contact Data related to the End-User will become visible to Reseller, Distributor, and AvePoint channel and sales personnel through the deal registration tool;

(c) the deal registrant can view a list of contacts at Reseller and Distributor and engage one or more of them as a point of contact for the deal; and

(d) each Reseller and Distributor contact, and all AvePoint channel and sales personnel, can view the names and contact information for all of the contacts associated with the deal.

12.2 If you provide to AvePoint any Partner Lead Contact Data, you represent that you have obtained permission for AvePoint in accordance with applicable laws to receive the Personal Information and to use and disclose the Personal Information as set out above.

Appendix I – Deal Registration Terms and Guidelines

1. Deal Registration Criteria

1.1 In order to encourage Reseller to explore a new business opportunity for AvePoint, an opportunity is eligible for Deal Registration if the Reseller and the Reseller’s opportunity meet all of the following criteria as determined in AvePoint’ sole discretion and to the extent permitted by law:

(a) The deal is for a single business opportunity for the resale of AvePoint and AvePoint products and services to an End-User under the AvePoint Partner Program.

(b) Before registering a deal, the Reseller must substantiate (to AvePoint’s satisfaction) pre-sales efforts related to such deal, such as, but not limited to, meeting with the End-User’s decision-makers, qualifying the deal, helping the End-User to quantify the project budget with AvePoint or AvePoint products or services, or helping the End-User to define the project requirements to include AvePoint or AvePoint products or services. Resellers must include a description of such efforts in the Justification Statement in the deal registration tool. In addition, Reseller must document such efforts, including proof of date and time, to be provided to AvePoint on request.

(c) The products subject to the deal registration are designated by AvePoint as new (i.e., not refurbished) products.

(d) The deal is not registered by another partner. In AvePoint’s sole discretion, however, AvePoint reserves the right to grant registrations to multiple Resellers for the same deal.

(e) The deal is not the subject of a Public Tender that has been published; provided, however, that before the Public Tender has been published, the Reseller shall be eligible to register the deal. “Public Tender” means a request for proposal (RFP), invitation for bid (IFB), indefinite delivery indefinite quantity (IDIQ), or similar public sector tender process that is subject to public procurement laws or regulations.

(f) The Reseller must provide sufficient information when registering the deal to allow AvePoint to determine whether the Reseller is well positioned to service the deal and whether to approve the deal registration. Sufficient information includes criteria based on the “B.A.N.T.” model – End-User Budget, Decision Authority, End-User Need, End-User Timeline.

(g) The deal is not being pursued directly by AvePoint at the time the Reseller submits the deal registration. In certain circumstances, despite AvePoint indicating a direct pursuit of the deal, the Reseller may reach out to AvePoint (or AvePoint may reach out to the Reseller) to discuss collaboration on the deal.

(h) The deal is not being purchased via a Distributor’s Cloud Marketplace that automatically provisions AvePoint solutions and licenses.

2. Deal Registration Process

2.1 Reseller must comply with all of the following to register a deal:

(a) The deal must meet the criteria set out in Section 1.

(b) The Reseller must accurately submit the deal for review via AvePoint’s deal registration tool. Each deal registration must represent a single deal with a single End-User. Reseller may not combine deals or End-User accounts for any purpose. Reseller must apply for a separate deal registration for additional or different business opportunities.

(c) The Reseller must be the first to submit the deal with complete and accurate deal information unless otherwise approved by AvePoint as exceptions set out in Section 1. When submitting deal registration for approval, Reseller must provide known End-User information, including End-User’s full company name, correctly spelled.

(d) AvePoint will notify the Reseller by e-mail that the deal registration is approved, and deal has been registered (“Deal Registration”), or that the deal registration has been declined. AvePoint will strive to notify Resellers of its decision within two business days but deals for enterprise End-Users (where applicable in countries) may take longer due to additional validations.

(e) Distributors must comply with Section 2(a) through 2(d), and correctly provide both the reseller and End-User information when attempting to obtain a deal registration. Distributors may register a deal only on behalf of Resellers participating in the AvePoint Partner Program.

3. Deal Registration Term & Renewals

Unless a different period is specified in the Regional Specific Addendum, each Deal Registration will be valid for one hundred and eighty (180) days beginning from the date of AvePoint’s notification of the Deal Registration approval (“Registration Term”). In its sole discretion, AvePoint may grant an extension or renewal of the Registration Term before the Deal Registration expires.

4. Deal Registration Benefits

4.1 Subject to Section 5 (Exceptions) and the AvePoint Channel Rules of Engagement, the following benefits will apply to the extent permitted by applicable law:

(a) If Reseller is granted a Deal Registration, AvePoint will not proactively engage in direct-sales efforts for that deal specified in the Deal Registration.

(b) If Distributor is granted a Deal Registration, AvePoint will not proactively engage the reseller or End-User in direct-sales effort for that deal specified in the Deal Registration.

4.2 A Reseller or Distributor must be current in its payments to AvePoint for all associated purchase orders during the Registration Term or the Reseller or Distributor may not obtain Deal Registration benefits.

4.3 If a Reseller submitted a deal registration request, or if Distributor submitted a deal registration request on behalf of a Reseller, and if the deal registration request is approved, then only such Reseller will be entitled to Deal Registration benefits for that opportunity.

5. Exceptions

5.1 Exceptions for AvePoint quotes and bids. Notwithstanding Section 4 (Deal Registration Benefits) above, AvePoint may, at its sole discretion, quote or bid for a deal in any of the following scenarios:

(a) The End-User requests that AvePoint quote or bid on the deal.

(b) The End-User is a current “active” customer of AvePoint directly for the line of product(s) included in the deal. An End-User account is considered “active” if product(s) were sold to the end- user by AvePoint directly in the last twelve (12) months or End-User is a global segment or international account with AvePoint directly.

(c) The End-User has rejected the Reseller’s bid or quote.

(d) The End-User uses AvePoint online sources to receive pricing.

(e) The Reseller does not close the deal within the Registration Term, and no extension or renewal of the Registration Term has been granted. A deal is considered “closed” when Reseller places a purchase order for products and services specified in the Deal Registration and pays for the invoiced amount.

(f) The End-User requests a quote or bid for a fully integrated vertical market solution that includes the products and services covered by the Reseller’s Deal Registration, but the Reseller is unable to quote the full solution (software, services, etc.).

(g) The deal is the subject of a Public Tender.

(h) In case of renewals of existing subscription-based Products and/or SaaS Solutions, the Reseller does not react to requests of the End-User for a renewal quote or otherwise fails to provide such a quote.

(i) Any of the scenarios set forth in Section 5.2 (Deal Registration Exceptions) below.

5.2 Deal Registration Exceptions. Notwithstanding Section 4 (Deal Registration Benefits) above, AvePoint may, at its discretion, deny, remove, rescind, suspend, or terminate any Deal Registration and/or registration access in any of the following scenarios:

(a) The Reseller is not actively working the deal or has been inattentive to the End-User’s needs (for example, by failing to respond to the End-User’s or AvePoint’s communications).

(b) The Reseller does not lead with or quote new AvePoint or AvePoint products or services identified in its registration form.

(c) The Reseller quotes a competitor's product or service for the registered opportunity.

(d) AvePoint is under a legal or contractual obligation to quote or bid on the deal, or if failure to quote or bid on the deal could subject AvePoint to legal liability (as determined by AvePoint).

(e) A Public Tender is issued only to a manufacturer (such as AvePoint), calls for submissions only from manufacturers (such as AvePoint), and/or excludes the partner community from submitting a bid.

(f) The Reseller is not able to fulfill the deal or provide support for the End-User (for example, by failing to have sufficient credit available for the deal, if the End-User refuses to work with the Reseller, or, with respect to government deals, if the Reseller doesn’t possess the required security clearances).

(g) The End-User chooses to fulfill its bid requirements under a contract vehicle which is not held by the Reseller, or in a manner that prevents the Reseller from being able to fulfill such requirements.

(h) The Reseller’s account has been placed on hold by AvePoint or the Reseller has been late in paying invoices.

(i) It is determined that a deal is already registered to another Reseller unless multiple Deal Registration is permitted as described in Section 1(d) above or approved by AvePoint.

(j) The Reseller (i) is in breach of the PPRA, (ii) has engaged in any activity that impairs the integrity of the AvePoint Partner Program as determined by AvePoint, (iii) has submitted information that is inaccurate, incomplete, misleading, or fraudulent, or (iv) has engaged in conduct that causes damages, embarrassment, or adverse publicity to AvePoint.

(k) For any other reason as AvePoint shall determine in its sole discretion.

5.3 Section 4 (Deal Registration Benefits) above does not preclude the direct sales efforts of AvePoint in the circulation of marketing and other promotional materials as a part of marketing campaigns the End-User has signed up for or has not opted out of.

5.4 With regard to Deal Registrations by Distributors, this Section 5 is to be interpreted as follows: “Reseller” may refer either to the Distributor or the reseller identified in the Deal Registration and “End-User” may refer either to the End-User or reseller identified in the registration. By way of illustration, under Section 5.1(a), AvePoint may bid or provide a quote on a registered deal if the End-User or reseller seeks to purchase from AvePoint directly and requests AvePoint to bid or provide a quote directly.

5.5 Section 5.1 (Exceptions for AvePoint quotes and bids) is not applicable in regions where AvePoint has no direct presence.

5.6 If a Reseller

(a) orders significantly more units than those detailed in the relevant Deal Registration,

(b) utilizes deal specific pricing to order units for resale to End-Users who were not part of the Deal Registration or not eligible for the deal-specific pricing, and/or

(c) persistently quotes a competitor's product or service for the registered opportunity,

AvePoint reserves the right to (as soon as this becomes apparent to AvePoint) charge the Reseller the standard list price applicable at the time of the Reseller’s purchase order and the Reseller shall pay the difference between the original invoiced price and the standard list price. AvePoint also reserves the right to demote the Reseller from its current tier/status within the AvePoint Partner Program.

6. Remedy

Reseller’s and Distributor’s remedy for claims arising under this deal registration program as described in this Appendix I (“Deal Registration Program”) shall be limited to the amount invoiced by AvePoint for the corresponding deal. AvePoint requires Reseller and Distributor to operate with integrity and honesty and in compliance with these Deal Registration Terms and Guidelines, applicable laws, PPRA, and the AvePoint Channel Rules of Engagement. If Reseller or Distributor failed to meet the foregoing requirement or if Reseller’s membership in the AvePoint Partner Program has been suspended or terminated for any reason, then the Reseller or Distributor shall not be entitled to any remedy and AvePoint may in its sole discretion remove the Reseller from this Deal Registration Program. In the case of a Deal Registration by a Distributor, the associated reseller is not entitled to any remedy if the reseller is not a member of the AvePoint Partner Program.

7. Disputes

You expressly agree that no less than sixty (60) days prior to the commencement of any legal or equitable action in any court of law or any other forum, whether against AvePoint or another Reseller or Distributor, where such claim arises from or is related to any controversy or dispute associated with the Deal Registration Program, you will first present in writing to the AvePoint partner account manager at a description of all issues underlying such claim with reasonable specificity. You further agree to work in good faith with AvePoint to the extent AvePoint further investigates such claim.