Partner Program Agreement

1.1 This Agreement is entered into by VNC – Virtual Network Consult AG, Poststrasse 24, CH-6302 Zug, Switzerland ("VNC") and the registering enterprise ("Partner"). It governs onboarding, Portal access and program guidelines within the VNClagoon Partner Ecosystem.

1.2 Commercial terms separated. This Agreement sets framework conditions only. Resale, hosting, OEM/white-label, quotas, margins, territory and SLAs are governed by the signed Master Partner Contract; founding-partner terms are governed by the Sovereign Ten Founding Addendum. Where a Master Partner Contract is signed, it prevails on commercial and resale terms.

1.3 Standalone effect. Where the Partner has signed the Master Partner Contract before registering on the Portal, that signature constitutes acceptance of this Agreement to the same effect as the tick-box. Subsequent portal registration reaffirms but does not replace that acceptance.

2.1 The Parties act solely as independent contractors. Nothing establishes a joint venture, partnership, agency, franchise or employment relationship under Swiss law. The Partner has no authority to bind VNC, create obligations for it, or represent itself as its proxy, and must not make warranties on VNC's behalf beyond VNC's standard guarantees.

3.1 The Program is strictly B2B, for corporate entities, public-sector bodies, system integrators and professionals acting in their commercial capacity. By registering, the Partner declares that it does not act as a consumer within the meaning of Art. 120 of the Swiss Federal Act on Private International Law.

4.1 The Program addresses Systems Integrators, Managed Service Providers and OEMs / ISVs, across the tiers Registered, Silver, Gold and Platinum, subject to certification, sales volume and competence requirements.

4.2 VNC may elevate, downgrade or suspend a Partner's tier: immediately, without notice, for fraud, wilful IP misuse, sanctions breach, material security incident or serious reputational harm; or on thirty (30) days' prior written notice and a reasonable opportunity to cure for non-payment, certification lapse or ordinary performance shortfall.

5.1 Open-source components (e.g. AGPL / GPL) remain governed by their licences; this Agreement does not restrict rights granted thereunder. Proprietary modules (including VNCuxf/VNCaxf frameworks, Confidential-AI wrappers and the Portal) and all trademarks remain VNC's exclusive property.

5.2 The Partner shall not, and shall not assist others to, decompile, decrypt or reverse-engineer non-open-source components, except as mandatory Swiss law permits.

6.1 The Partner grants VNC a perpetual, irrevocable, worldwide, royalty-free, fully paid-up licence to use, build on, distribute and commercialise any feedback, suggestions or feature requests it submits, without compensation.

7.1 The Partner may register opportunities and use Portal tools (deal registration, price calculator, resource library, NFR licences and the VNClagoon LIVE demo) in accordance with the program rules published in the Portal. Registered and approved deals carry six (6) months of protection.

8.1 For packages installed on the Partner's or an End Customer's on-premise infrastructure, VNC may verify seat configuration and licence compliance once per calendar year. Any shortfall is settled at VNC's standard price list within thirty (30) days.

9.1 The Partner shall comply with all applicable export-control laws (Swiss SECO, EU, US) and shall not supply the software to embargoed territories or denied parties. The Partner shall comply with anti-bribery laws, including the US FCPA, and offer no improper benefit to public officials.

10.1 The Partner may receive non-public information (roadmaps, private pricing, beta modules, sales projections, specifications) and shall protect it with at least the care it applies to its own trade secrets, and no less than reasonable industry standard. This duty survives five (5) years after termination.

10.2 All customer, prospect and deal data entered by the Partner into VNCprm is processed by VNC exclusively on the Partner's instructions. The Partner is the data controller; VNC is the data processor for such data. VNC shall not use Partner-entered data for any purpose other than operating VNCprm for the Partner. The Partner may export all such data at any time; on termination VNC provides a full export within thirty (30) days and deletes all Partner-entered data. Details are governed by the VNClagoon Data Processing Agreement at partners.vnclagoon.com/data-processing.

10.3 AI. Partner-entered data and End-Customer prompts and outputs are not used to train VNC's AI models without separate written consent. The Partner shall not make AI performance or regulatory-compliance claims beyond VNC's published product specifications.

11.1 VNC's liability persists without limit only for willful intent and gross negligence (Art. 100 CO); liability for auxiliary persons (Art. 101 CO) is excluded to the extent permitted by law.

11.2 For all other degrees of negligence, VNC's liability in contract or tort is excluded. VNC is not liable for lost margins, business interruption, third-party data loss or indirect damage of any kind. Mandatory statutory liability is unaffected.

12.1 This Agreement is governed by Swiss substantive law, excluding conflict rules and the CISG. The exclusive place of venue is the competent court of Zug, Switzerland; VNC may also bring proceedings at the Partner's domicile.