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.
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.
3.1 Throughout your participation in the Program, you must:
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
4.1The AvePoint Partner Program has two defined partner types:
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:
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 (i) 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, (ii) have completed the Customer Success Training that is available in the Partner Portal AND (iii) 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 for Authorized Partners and a 9% Account Health Bonus Discount for Invested Partners.
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:
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. Success Plan Rebates
For Invested Partners, a Success Plan may be drafted to identify specific goals and objectives for the Resellers to meet. If these objectives are met, AvePoint may provide a rebate for sales completed in the quarter the success plan was in effect. This shall be no more than 5% Rebate of the sales processed during that quarter.
11. 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.
12. 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.
13. Lead Management Tools
13.1 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,
13.1.1 the lead information related to the End-User will appear in the deal registration tool;
13.1.2 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;
13.1.3 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
13.1.4 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.
13.2 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:
2. Deal Registration Process
2.1 Reseller must comply with all of the following to register a deal:
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:
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.
5.1 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:
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:
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
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.
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 firstname.lastname@example.org 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.