These terms and conditions (the “Partner Agreement”) apply between Cookie Information A/S, registration no.: 38758292, Kristen Bernikows Gade 4, 2., 1105 Copenhagen K, Denmark (“Cookie Information”) and you (the “Partner”), each (a “Party”), (together the “Parties”).
The following models of cooperation are available to the Partner:
“Reseller Model”: The Partner is granted a license to distribute Cookie Information’s compliance and consent collection services (the “Services”) by providing the Services on a SaaS basis directly to end-customers and deliver implementation services to the end-customers. Cookie Information has no involvement, responsibility, obligations, liability, etc. in relation to the Partner’s implementation of the Services.
“Affiliate Model”: The Partner is further granted the right to promote and market the Services to the end-customer, whereby the end-customer is referred to Cookie Information, who provides the Services to the end-customer.
The Partner can choose to operate by one or both models of cooperation, one does not exclude the other and they are jointly referred to as (the “Partner Program”).
End-customers will enter into end user terms, as set out on Cookie Information’s website (link) (“EUT”).
To sign up for the Partner Program, the Partner must request a partner account via Cookie Information’s website.
Upon submission, Cookie Information will assess the registration to determine whether the candidate is fit for and will be accepted to the Partner Program.
Cookie Information reserves the right to reject any request submitted regarding the Partner Program. Decisions to reject partnership requests may be made under Cookie Information’s sole and absolute discretion.
The Partner may price the Services with the outset in Cookie Information’s price list (link).
Pursuant to the Reseller Model, the Partner receives a 20 % discount on Services that the Partner resells to an end-customer. It is solely the Partner’s responsibility to claim the discount.
In connection with the Reseller Model, the Partner will act as the provider of the Services to the end-customer and must ensure that the end-customer accepts the EUT with the Partner as the obligated party and provider of the Services under the EUT.
The Partner and Cookie Information are liable on back-to-back terms under the EUT, corresponding to the Partner only being entitled to make any claims towards Cookie Information by adhering to the terms under the EUT, including the requirements, obligations, disclaimers, exclusions and limitations as the end-customer under the EUT.
Similarly, Cookie Information can direct claims against Partner for obligations and liabilities as the end-customer under the ETA and subject to the requirements, obligations, disclaimers, exclusions and limitations as the end-customer under the EUT.
In connection with the Affiliate Model, Cookie Information and the Partner disclaims the right to make any claim against each other for any third party (incl. end-customer) claims for liability, indemnifications, obligations, guarantees etc. for the delivery of the Services to the end-customer.
The term of this Agreement begins upon the Parties’ acceptance of the Partner’s participation in the Partner Program and ends when the Partner account is terminated.
Either Party can terminate the Agreement with 1 months’ notice.
Upon the termination of this Agreement for any reason, the Partner shall immediately cease use of, and remove from their website(s), all links to the Cookie Information website and all images and other materials provided under the Partner Program. Furthermore, all the Partner’s rights under the Partner Program are terminated.
Cookie Information or its 3rd party licensors own all rights, titles and interests in the intellectual property rights connected to Cookie Information and the Services.
Nothing in the Agreement is intended to include the transfer of any intellectual property rights owned by Cookie Information or their respective third-party right holders to the Partner.
During the term of the Agreement, Cookie Information grants the Partner a non-exclusive, non-transferable and revocable right to promote, sell or otherwise use the Services and related intellectual property rights for the sole purpose of the Partner Program. The Partner will be solely responsible for their own marketing activities.
During the term of the Agreement, and subject to the terms and conditions of the Agreement, each Party grants to the other party a non-exclusive, non-transferable, non-assignable, limited license to use, solely for activities permitted under the Partner Program, the trademarks it provides or makes available to the other Party in connection with the Partner Program.
Each Party will comply with the other Party’s branding and logo usage requirements and guidelines for its trademarks. Neither Party will use the other Party’s trademarks to imply the other Party’s endorsement, sponsorship, or affiliation, except as permitted by the Partner Program, or to disparage the other Party or its products or services. Each Party will promptly correct any deficiencies in its use of the other Party’s marks after notice.
Cookie Information can use the Partner as a reference partner in marketing material at its own discretion during the term of this Agreement.
The Partner can request to use Cookie Information as a reference partner, but is only permitted to do so, upon receiving Cookie Information’s written consent hereto.
The Parties to this Agreement agree that each shall treat as confidential all information provided by a Party to the others regarding such Party’s business and operations, including without limitation information regarding the Services and pricing.
All confidential information provided by a Party shall solely be used for the purposes of performing obligations pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior consent of such providing Party.
The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter (lawfully) becomes publicly available or which is required to be disclosed by any regulatory authority in the appropriate exercise of its jurisdiction over a Party, any auditor of the Parties hereto, by judicial or administrative process or otherwise by applicable law or regulation.
This Agreement and performance under it shall be governed by, and construed in accordance with, the laws of Denmark without regard to any portion of its choice of law principles and excluding any application of the United Nations Convention on Contracts for the International Sale of Goods.
In the event of any dispute or disagreement arising under or in connection with this Agreement (including a dispute or disagreement as to the validity of the terms or the Agreement), such dispute or disagreement will be referred to and resolved under the exclusive jurisdiction of the Danish courts.
Each Party confirms that this represents the entire understanding and constitutes the whole agreement between the Parties.
Cookie Information reserves the right to change the Agreement from time to time by publishing the updated Agreement on its website. Your continued use of Program after such changes will constitute acknowledgment and acceptance of the modified terms.
If any term, provision or part of this Agreement is to any extent held invalid, void or unenforceable by a court of competent jurisdiction, the remainder of the Agreement, as applicable, will not be impaired or affected thereby, and each term, provision and part will continue in full force and effect, and will be valid and enforceable to the fullest extent permitted by law.