Partner Agreement

This OVERLOOP PARTNER AGREEMENT (the “Agreement”) is between Overloop SRL, with principal offices located at, Rue des Pères Blancs 4, 1040 Brussels (Belgium) (“Overloop”) and the Agency or Affiliate ("Partner"). Overloop and Partner are referred to herein individually as a “Party” and collectively as the “Parties”.

The Partner enters into this agreement by completing the sign up process in our website and accepts all terms and conditions as set forth in this Agreement and in our general Terms of Use available at https://overloop.com/terms/.

Whereas

NOW THEREFORE, in consideration for the mutual performance of the undertakings herein, the Parties agree as follows:

1. Acceptance of the Agreement

The Partner enters into this agreement by completing the sign up process in our website and accepts all terms and conditions as set forth in this Agreement and in our general Terms of Use available at https://overloop.com/terms/.

2. Overloop Responsibilities

2.1 Marketing Information

Overloop may provide Partner with sales and commercial materials relating to the Services to enable Partner to perform its duties and obligations under this Agreement, upon request and/or if Overloop considers it to be necessary. At a time and location mutually agreed upon between the Parties, Overloop may, at the Partner’s request, hold a training session to present the Overloop Services to Partner. The Partner recognizes that the provision of the marketing information will not be construed as constituting an employment relationship between Overloop and the Partner’s employees who may benefit from the materials and training.

2.2 Partner Manager

In the event that Partner refers an important number of Clients to Overloop, as decided by Overloop in its sole discretion, Overloop may, where applicable, assign an account manager to Partner’s account to assist Partner in successfully closing Prospects. Overloop may decide in its sole discretion to refuse to pursue an opportunity with a Prospect for any or no reason.

2.3 Invoicing

Overloop will invoice Clients directly and Clients shall pay such invoices to Overloop via the platform’s integrated payment system. The Partner agrees and accepts that Overloop may, in its sole discretion, either accept or decline any Client referred by the Partner, with or without cause.

2.4 Sales Collaboration

Where the Partner also proposes its own products and services to the Client, Overloop and the Partner may agree to joint sales presentations, joint proposals, and to share relevant information such as project timelines and technical documentation.

3. Partner’s Responsibilities

3.1 Partner shall introduce, market and promote the Overloop Services to Prospects and shall aim to cause such Prospects to purchase the Overloop Services.

3.2 Partner shall, promptly upon introducing the Overloop Services to Prospects, provide Overloop in writing with the Prospect’s information, including Prospect’s corporate name, website and mailing address, liaison corporate officer or employee’s first name, last name, title, email address and phone number, brief presentation of the entity and its interest for the Services, actions undertaken or planned to approach them, Services’ modules(s) that may be of interest to the Prospect, along with any and all non-confidential information Partner may have access to in connection with the Prospect (all such information, collectively, the “Prospect Information”). Upon request, Partner shall upload the Prospect Information to website indicated by Overloop from time to time. Partner acknowledges that a prospective client is considered as a Prospect (i) once Partner provided Prospect Information to Overloop and (ii) to the extent that Overloop did not inform, within 30 days of Prospect Information receipt, Partner that it is already in relationship with this prospective client.

3.3 Upon Overloop’s reasonable request, Partner agrees to introduce Overloop to the Prospect by arranging meetings, conference calls, or other forms of introductions that may be requested by Overloop from time to time, in each case as applicable and with the relevant decision makers.

3.4 Partner acknowledges and agrees that Overloop may directly promote and sell the Services to Prospects during and after the Term of this Agreement.

3.5 Partner shall not, and shall not permit any third parties to, directly or indirectly, export, reexport, or release Services to any jurisdiction or country to which, or any party to whom, the export, reexport, or release of such Services is prohibited by applicable Laws. Partner shall be responsible for any breach of this Section by its, and its successors’ and permitted assigns’, parent, Affiliates, distributors, resellers, vendors, and its and their Representatives. Partner shall comply with all applicable Laws and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, reexporting, or releasing any Services.

3.6 Partner and its Representatives shall not conduct any business with or engage in any transaction or arrangement with or involving, directly or indirectly, any person or entity that is subject to any Sanctions or any countries subject to Sanctions (including Crimea, Donetsk, and Luhansk Regions of Ukraine, Russia, Cuba, Iran, North Korea, and Syria). For purposes hereof, “Sanctions” means those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), or other relevant sanctions authority.

4. Commissions

4.1 Subject to the terms and conditions contained hereunder, in the event that Partner refers a Client to Overloop, Partner shall be entitled to Commissions paid according to the following:

• (a) Services purchases on a monthly basis.
• (b) Services purchased on an annual basis.
• (c) Services purchased on a quarterly or customized basis.

Not withstanding anything set forth herein and in addition thereto, only Fixed Fees will be taken into account when calculating Commissions and no Usage Fees whatsoever shall be taken into account when calculating such Commissions.

4.2 Commissions shall be subject to VAT (or any other applicable tax) and include any disbursement, cost or expenses incurred by the Partner in performing this Agreement.

4.3 For Partners classified as Affiliates in the program, by definition and selection during the signup process described in Section 1 of this Agreement, Commissions will stop after 12 months OR the first term in the case of Services purchased on an annual basis.

4.4 Overloop shall inform Partner of all Prospects that have become Clients, within a reasonable amount of time after the first payment, via the dedicated platform.

4.5 Partner may not claim a Commission for any order placed by an entity which belongs to the same corporate group as (i) a Client; or (ii) an existing Overloop client; or (iii) a prospective client which is not a Prospect.

4.6 Commissions shall be (i) payable within thirty (30) calendar days of the receipt of Partner’s undisputed invoice provided Overloop has received the Fixed Fees corresponding to Client’s Orders.

4.7 Overloop reserves the right to review the percentage of the fixed fees paid to the Partner at any time and will provide written notice via the email address provided by the Partner during the sign up process. These changes will be communicated at least thirty (30) days before the new percentages will apply.

5. Term and Termination

This Agreement shall commence on the date that the Partner has completed the signup process and shall end at anytime thereafter at the request of either Paty.

Upon termination in connection with Partner’s breach of this Agreement, Overloop shall pay the Partner any Commissions owed. Overloop shall not be obligated to pay any Commission to Partner for Prospects introduced to Overloop after the termination of this Agreement.

Upon termination of this Agreement, Overloop shall also be entitled to continue freely its business relationships with the Prospects and Clients, and during a period of twenty-four months from such termination, Partner shall not solicit Clients to propose them similar services as Overloop’s Services.

6. Confidentiality

6.1 During the Term of this Agreement the Confidential Information will be kept confidential by the Receiving Party and will not be disclosed to any other person, provided that each Party may disclose Confidential Information to its Affiliates, and its and their employees, agents and subcontractors who have a need to access and/or use the Confidential Information in order to perform or exercise such Party’s rights or obligations under this Agreement and who are required to protect it against unauthorized disclosure in a manner no less protective than required under this Agreement. The receiving Party shall use the same care and discretion, but in no event less than a reasonable degree of care and discretion, to avoid disclosure as it uses with its own similar information that it does not wish to disclose, to safeguard the Confidential Information from unauthorized disclosure.

6.2 The term Confidential Information does not include any information that: (i) is or becomes generally available to the public other than as a result of a disclosure by the receiving Party or its Representatives (as defined below) in violation of the terms hereof; (ii) is or becomes available to the receiving Party or any of its Representatives on a non-confidential basis from a source that is not known to the Receiving Party to be prohibited by a contractual, legal, or fiduciary obligation to the providing Party from disclosing such information to the receiving Party; (iii) is independently developed, conceived, or discovered by the receiving Party or its Representatives; or (iv) is already known to the receiving Party or any of its Representatives prior to disclosure of the same to the Receiving Party or its Representatives by the Providing Party or the Providing Party’s Representatives. For purposes of this Agreement, “Representatives” shall mean a Party’s Affiliates and its and their employees, officers, directors, agents or other representatives.

7. Limitation of Liability

IN NO EVENT SHALL OVERLOOP OR ITS AFFILIATES BE LIABLE FOR: (I) ANY INDIRECT, REPUTATIONAL DAMAGES OF ANY KIND SUCH AS LOSS OF DATA OR PROFIT, OR BUSINESS INTERRUPTION, LOSS OF BUSINESS OPPORTUNITY, HARM TO THE IMAGE OR REPUTATION, WHETHER IN ANY OF THE FOREGOING, ARISING UNDER CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR ANY OTHER THEORY OF LIABILITY EVEN IF OVERLOOP OR ITS AFFILIATES HAVE BEEN NOTIFIED ORALLY OR IN WRITING OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE CUMULATIVE LIABILITY OF OVERLOOP OR ITS AFFILIATES EXCEED ONE THOUSAND EUROS (€1000).

8. Proprietary Rights

Partner acknowledges and agrees that the Services are proprietary to Overloop and all Intellectual Property rights thereto remains the property of Overloop and its Affiliates and, other than as expressly permitted in this Agreement, the Services shall not be, revealed, disclosed or otherwise communicated, directly or indirectly, by Partner, to any person, company or institution whatsoever other than for the purposes set forth herein. It is expressly understood that no title to or ownership of the Services, or any part thereof is hereby transferred to Partner. Partner shall not reverse engineer, decompile, disassemble or otherwise derive source code from the Services. All rights not expressly granted herein are reserved to Overloop.

9. Relationship of the Parties.

9.1 This Agreement is not intended to, and does not, create an exclusive relationship between Overloop and Partner. Partner will have the right to promote and discuss the Services with any Prospect subject to Overloop’s consent thereto in writing. Overloop may, from time to time, withdraw, or otherwise amend the scope of, such consent. Also, Partner may freely do business with other companies, except with Overloop’s competitors, and Overloop may appoint other business developers or other types of intermediaries for the development of its activities.

9.2 The Partner’s relationship to Overloop under this Agreement shall be that of independent contractor engaged by Overloop to perform certain services pursuant to this Agreement and neither the Partner nor Overloop undertakes, by this Agreement or otherwise, to perform any obligation of the other, except as expressly set forth herein. This Agreement shall not be deemed to constitute a partnership, joint venture, agency, or other form of joint enterprise between the Partner and Overloop.

9.3 Partner represents and warrants that its activity for Overloop does not represent the total amount of its revenues and that it has activities with others companies. In case the Commissions were to represent 40% or more of the Partner’s revenues, Partner shall promptly inform Overloop in writing.

10. Employment & Social Obligations

10.1 The Partner assigns, hires, pays, trains, manages and instructs those of its employees appointed for the performance of the Agreement under its own responsibility. In any case and during the term of the Agreement, the Partner’s staff shall remain at all times under the Partner’s sole supervision, control and authority and shall not be considered as an employees of Overloop or benefit from any status or advantage granted to Overloop’s employees.

10.2 If the Commissions paid to Partner are equal to or greater than €5.000, then Partner shall, at the beginning of the contract and then once every 6 months, provide Overloop with the following documents:

• a document stating its identity and address
• a certificate of good standing of the Partner’s social situation under any applicable international social security agreement and, where the legislation of the country of domicile so provides, a document issued by the national body in charge of managing the mandatory social security regime stating that the Partner is up to date with its social filings and payment of the corresponding contributions, or an equivalent document
• any other documents showing compliance with local laws and regulations regarding the operations and employment of the Partner employees

11. Anti-bribery

11.1 The Partner represents and warrants that, in connection with this Agreement:

• Neither the Partner, nor its officers, employees, affiliates, agents, subcontractors, nor any other third party acting on its behalf, have committed or will commit any bribery of Overloop, employee, affiliate, agent, subcontractor, or any other third party acting on its behalf
• The Partner will prevent and detect bribery whether committed by its officers, employees, affiliates, agents, subcontractors or any other third party acting on its behalf

11.2 In particular, the Partner shall refrain from promising, offering, or granting to any person, directly or indirectly, any undue advantage in order that such person performs or refrains from performing any act that interferes with the scope of its functions in the performance of this Agreement; or to make such person use its real or supposed influence over a third party in order to obtain any advantage.

11.3 Overloop may at any-time request evidence of the Partner’s compliance with its obligations under this clause.

11.4 To the extent necessary and proportionate to the circumstances and permitted by the applicable law, the Partner shall notify Overloop without delay on becoming aware or upon becoming reasonably suspicious that an activity carried out in connection with this Agreement has contravened or may have contravened this section or any anti-bribery law or regulation.

11.5 If Overloop has reasons to believe that the Partner is not complying with the obligations contained in this clause, Overloop may suspend the performance of the Agreement until the Partner provides reasonable evidence that it has not committed a breach. Overloop acting in good faith shall in no event be liable for any damage or loss caused to the Partner by the suspension of the Agreement.

11.6 In addition, the Partner authorizes Overloop to carry out supervised audits at any time if there is a reasonable suspicion of a breach of this clause by the Partner.

11.7 Breach of this clause by the Partner shall be deemed a material breach of this Agreement and Overloop may terminate this Agreement with immediate effect upon written notice to the Partner, as of right and without any judicial authorization.

12. Benefit and Assignment

12.1 This Agreement is entered into with the Partner intuitu personae (i.e. in consideration of its person).

12.2 Consequently, the Partner may neither assign nor otherwise transfer, directly or indirectly, this Agreement or any of the rights and obligations relating thereto without Overloop’s prior written consent. This Agreement will be binding upon the Parties’ respective successors and permitted assigns.

12.3 Overloop may however transfer or assign the Agreement without the Partner’s prior approval.

13. Miscellaneous

13.1 Severability. The provisions of this Agreement will be deemed severable, and the unenforceability of any one or more provisions will not affect the enforceability of any other provision. In addition, if, for any reason, any provision of this Agreement is declared unenforceable, the Parties will substitute an enforceable provision that, to the maximum extent possible in accordance with applicable law, preserves the original intentions and economic positions of the Parties.

13.2 Force majeure. Neither Party hereto will be liable for defaults or delays in all or part of its obligations herein caused by any event of force majeure as defined by the current law in Belgium. Should the impediment last more than 30 days, it will qualify as permanent and cause the Agreement to be automatically terminated.

13.3 Notices. Any notice or communication required or permitted under this Agreement shall be made in writing and in English language. Notices shall be sent either by facsimile, electronic mail, registered or overnight mail to the electronic address or post address mentioned above, or to such other address which may be updated in writing from time to time by either Party, and deemed effective upon receipt.

13.4 Integration. This Agreement constitutes the entire agreement between the Parties with respect to its scope and supersedes all prior agreements or understandings of the Parties in relation to its subject matter whether written or oral. Any addendums to this Agreement will be communicated in advance to the Partner via email, in the registered email address entered during the sign up process.

13.5 No Waiver. No failure or delay by either Party in exercising any right, power or remedy will operate as a waiver of such right, power or remedy, and no waiver will be effective unless it is in writing and signed by the waiving Party. If either Party waives any right, power or remedy, such waiver will not waive any successive or other right, power, or remedy the Party may have under this Agreement.

14. Governing Law & Jurisdiction

This Agreement shall be governed in all respects by the laws of Belgium. In the event of any dispute, claim, question or disagreement (the "Dispute") arising from or relating to this Agreement or breach thereof, the Parties shall use their best efforts to settle the Dispute by normal business discussions. Should the Dispute remain unresolved, the Parties may take further legal action to resolve the Dispute. This Agreement, and any Dispute resulting therefrom, shall be subject to the exclusive jurisdiction of the courts of Brussels, Belgium.