General Terms

1. Entire Agreement

Unless otherwise specified in writing by AvePoint, the Partner Program Resale Agreement (“PPRA”) and these Partner Program Terms govern your participation in the AvePoint partner program (“Program”)., including marketing and incentive programs and other subprograms that are available to you 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:

3.1.1 maintain good credit standing with AvePoint and act in good faith relative to credit standing with AvePoint distributors;

3.1.2 meet Program requirements,

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

3.1.4 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;

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

3.1.6 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;

3.1.7 must have signed and agreed to the PPRA; and

3.1.8 accept all AvePoint Program compliance requirements.

3.2 Failure to comply with these program terms will be considered a breach of the PPRA. AvePoint reserves the right to terminate the agreement for cause in accordance with the terms outlined in the PPRA.

Program Benefits & Incentives

1. Partner Status

1.1 The AvePoint Partner Program has two defined partner types:

1.1.1 Authorized Resellers (“ Authorized Resellers”) are Resellers in the program who have completed and been accepted into the AvePoint Partner Program. These organizations have been authorized to purchase AvePoint solutions through Distribution; and

1.1.2 Invested Partners (“ Invested Partners”) are Resellers who have also been accepted into the Program. These Resellers can purchase from AvePoint directly or via Distribution.

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

2. Deal Registration

2.1 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.

3. Base List Discounts

3.1 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:

3.1.1 AvePoint-Sourced Deal – List Discount - Resellers who have participated in some ways during the customer sales cycle and are reselling a deal that was originally generated by AvePoint will receive a 10% List Discount.

3.1.2 Fulfillment Deal – List Discount - Resellers who are engaging with AvePoint to assist with only the transactional fulfillment of a deal for an End-User will receive a 3% List Discount.

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

4. Deal Registration Bonus Discount

4.1 Resellers who have submitted a deal registration and have had it accepted per the Deal Registration Terms and Guidelines will receive an additional bonus discount.

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

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

5. Referral Commissions

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

5.2 Payment of referral commissions will only be made:

5.2.1 if the End-User’s name and associated information as submitted via e-mail to AvePoint sales or in the Partner Portal match AvePoint’s sales record in sufficient detail to establish that the purchasing customer is the same customer that Recommender has provided, and the products purchased.

5.2.2 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

5.2.3 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 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

6. Quarterly Sales Incentives

AvePoint may, at its convenience, offer regional sales incentives. These incentives will have specific terms and objectives to meet. Incentives may be in the form of additional product front-end discounts, back-end rebates, promotional materials, gift cards, and the like.

7. Success Plan Rebates

For Invested Partners, a Success Plan may be drafted to identify specific goals and objectives for the Resellers to meet. In some cases, AvePoint and Reseller may agree to a rebate program based on certain performance or investment targets for the year the success plan is in effect. This shall be no more than 5% Rebate of certain qualifying sales processed during that year.

8. Marketing Development Funds (MDF)

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

9. 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. Reseller may assume costs associated with any customized training sessions delivered in-person by AvePoint personnel when requested by Reseller for Reseller employees.

10. Lead Management Tools

10.1 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) were 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

10.2 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.