This Partner Agreement ("Agreement") is entered into between VICO TECH PTE. LTD., a company incorporated under the laws of Singapore with its registered address at 21 BUKIT BATOK CRESCENT, #12-75, WCEGA TOWER, SINGAPORE(658065) (hereinafter referred to as "VicoTech"), and the entity accepting this Agreement ("Partner").
VicoTech provides Platform-as-a-Service (PaaS) and Software-as-a-Service (SaaS) solutions for vision-based IoT devices on a global scale, specializing in connecting brand owners, manufacturers, resellers, and end users worldwide through its proprietary technology platform ("VicoTech Platform").
This Agreement governs Partner's access to and use of the VicoTech Platform, technology services, and related business arrangements. By accepting this Agreement or using the VicoTech Platform, Partner acknowledges and agrees to be bound by all terms and conditions herein.
2.1. "VicoTech Platform" refers to VicoTech's proprietary technology stack, including but not limited to cloud services, edge computing solutions, AI algorithms, SDKs, APIs, and related documentation.
2.2. "Partner Products" refers to any hardware devices, software applications, or integrated solutions developed, manufactured, or distributed by Partner that incorporate or connect to the VicoTech Platform.
2.3. "End Users" refers to individuals or entities that purchase or use Partner Products.
2.4. "Documentation" refers to technical specifications, integration guides, and other materials provided by VicoTech to Partner.
2.5. "Intellectual Property Rights" refers to patents, utility models, rights to inventions, copyright and related rights, trademarks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered.
VicoTech offers multiple partnership models. Partner may engage with VicoTech under one or more of the following models:
3.1. OEM Partnership: VicoTech provides white-label technology solutions that Partner can rebrand and incorporate into their own products.
3.2. ODM Partnership: VicoTech designs and manufactures custom hardware solutions according to Partner specifications.
3.3. Technology Partnership: VicoTech provides SDK/API access to its platform for integration with Partner's existing products.
3.4. Distribution Partnership: Partner distributes VicoTech-branded products to end users or other resellers.
4.1. Subject to Partner's compliance with this Agreement, VicoTech grants to Partner a non-exclusive, non-transferable, revocable license to:
a) Access and use the VicoTech Platform as necessary to develop, manufacture, market, distribute, and support Partner Products;
b) Use VicoTech's APIs, SDKs, and Documentation to integrate the VicoTech Platform with Partner Products;
c) If applicable under an OEM arrangement, rebrand relevant portions of the VicoTech Platform as agreed in writing between the parties.
4.2. Restrictions. Partner shall not:
a) Sublicense, sell, rent, lease, transfer, assign, or distribute the VicoTech Platform except as expressly permitted;
b) Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, techniques, processes, algorithms, or other trade secrets from the VicoTech Platform;
c) Modify or create derivative works based on the VicoTech Platform beyond the customization capabilities expressly provided;
d) Use the VicoTech Platform for any purpose not expressly permitted by this Agreement.
5.1. Technical Integration. Partner shall follow VicoTech's Documentation and technical guidelines when integrating with the VicoTech Platform.
5.2. Quality Standards. Partner Products shall meet or exceed quality standards as may be specified by VicoTech from time to time.
5.3. End User Support. Partner shall be primarily responsible for providing first-line customer support to End Users of Partner Products, with VicoTech providing second-line support as necessary.
5.4. Compliance. Partner shall comply with all applicable laws and regulations in connection with its development, manufacturing, marketing, distribution, and support of Partner Products.
5.5. Data Protection. Partner shall implement appropriate technical and organizational measures to protect personal data processed through Partner Products in accordance with applicable data protection laws.
5.6. Brand Guidelines. If applicable, Partner shall adhere to VicoTech's branding guidelines when using VicoTech trademarks or when marketing Partner Products that incorporate the VicoTech Platform.
6.1. Access. VicoTech shall provide Partner with access to the VicoTech Platform as necessary for Partner to fulfill its obligations under this Agreement.
6.2. Documentation. VicoTech shall provide Partner with Documentation necessary for the proper integration and use of the VicoTech Platform.
6.3. Technical Support. VicoTech shall provide Partner with reasonable technical support for the VicoTech Platform as specified in the applicable service level agreement.
6.4. Updates. VicoTech shall provide Partner with updates, upgrades, and new versions of the VicoTech Platform as they become generally available.
7.1. Fee Structure. Partner shall pay VicoTech the fees as set forth in the applicable order form or pricing schedule. Fees may include, but are not limited to, platform access fees, per-device licensing fees, and revenue sharing arrangements.
7.2. Payment Terms. Unless otherwise specified, invoices are due and payable within thirty (30) days of the invoice date.
7.3. Taxes. All fees are exclusive of taxes. Partner is responsible for all taxes, duties, or levies arising from this Agreement, excluding taxes based on VicoTech's net income.
8.1. VicoTech IP. VicoTech retains all right, title, and interest in and to the VicoTech Platform, including all Intellectual Property Rights therein. Partner acknowledges that it is not receiving any ownership interest in or to the VicoTech Platform or any other materials provided by VicoTech.
8.2. Partner IP. Partner retains all right, title, and interest in and to the Partner Products, excluding any VicoTech IP incorporated therein.
8.3. Feedback. Any feedback, suggestions, or recommendations provided by Partner regarding the VicoTech Platform may be freely used by VicoTech without obligation to Partner.
8.4. Publicity. Neither party shall issue any press release or make any public announcement regarding this Agreement without the other party's prior written consent, except as required by law.
9.1. Confidential Information. "Confidential Information" means all non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.
9.2. Protection. Each party shall protect the other party's Confidential Information with the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.
9.3. Non-Disclosure. Neither party shall disclose Confidential Information to any third party except to its employees, agents, or contractors who need to know such information and who are bound by obligations of confidentiality at least as strict as those contained herein.
9.4. Exceptions. Confidential Information does not include information that: (a) is or becomes generally available to the public; (b) was known to the receiving party prior to its disclosure; (c) is received from a third party without restriction; or (d) was independently developed by the receiving party.
10.1. Data Processing. Each party shall comply with applicable data protection laws when processing personal data in connection with this Agreement.
10.2. Security Measures. VicoTech implements appropriate technical and organizational measures to protect data processed through the VicoTech Platform, as described in VicoTech's security documentation.
10.3. Security Incidents. Each party shall promptly notify the other party of any actual or suspected security breach affecting the VicoTech Platform or Partner Products.
10.4. End User Privacy. Partner is responsible for providing appropriate privacy notices to End Users and obtaining any necessary consents for the processing of personal data through Partner Products.
11.1. Mutual Warranties. Each party represents and warrants that: (a) it has the legal power and authority to enter into this Agreement; and (b) it will comply with all applicable laws in performing its obligations hereunder.
11.2. VicoTech Warranties. VicoTech warrants that the VicoTech Platform will perform substantially in accordance with the Documentation under normal use.
11.3. Partner Warranties. Partner warrants that: (a) it has and will maintain all necessary rights to market, distribute, and support Partner Products; and (b) Partner Products will comply with applicable laws and regulations.
11.4. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE VICOTECH PLATFORM IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, AND VICOTECH DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
12.1. Limitation. EXCEPT FOR LIABILITY ARISING FROM SECTION 13 (INDEMNIFICATION) OR BREACHES OF SECTION 9 (CONFIDENTIALITY), IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES.
12.2. Cap. EXCEPT FOR LIABILITY ARISING FROM SECTION 13 (INDEMNIFICATION) OR BREACHES OF SECTION 9 (CONFIDENTIALITY), EACH PARTY'S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT PAID OR PAYABLE BY PARTNER TO VICOTECH DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.
13.1. VicoTech Indemnification. VicoTech shall defend, indemnify, and hold harmless Partner from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to any third-party claim alleging that the VicoTech Platform infringes any third-party Intellectual Property Rights.
13.2. Partner Indemnification. Partner shall defend, indemnify, and hold harmless VicoTech from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Partner Products (excluding the VicoTech Platform); (b) Partner's breach of this Agreement; or (c) Partner's violation of applicable laws.
13.3. Procedure. The indemnified party shall: (a) promptly notify the indemnifying party in writing of the claim; (b) give the indemnifying party sole control of the defense and settlement of the claim; and (c) provide reasonable cooperation to the indemnifying party.
14.1. Term. This Agreement commences on the date Partner accepts this Agreement or begins using the VicoTech Platform, whichever is earlier, and continues until terminated.
14.2. Termination for Convenience. Either party may terminate this Agreement for convenience upon sixty (60) days' written notice to the other party.
14.3. Termination for Cause. Either party may terminate this Agreement for cause if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after written notice.
14.4. Effect of Termination. Upon termination or expiration of this Agreement:
a) All licenses granted hereunder shall terminate;
b) Partner shall cease all use of the VicoTech Platform;
c) Each party shall return or destroy all Confidential Information of the other party;
d) VicoTech shall provide reasonable transition assistance to minimize disruption to End Users.
14.5. Survival. Sections 8 (Intellectual Property), 9 (Confidentiality), 12 (Limitation of Liability), 13 (Indemnification), and 16 (General Provisions) shall survive termination or expiration of this Agreement.
15.1. Standard Support. VicoTech shall provide standard technical support to Partner as described in the applicable service level agreement.
15.2. Extended Support. Extended support services may be available for additional fees as agreed between the parties.
15.3. Training. VicoTech shall provide Partner with reasonable training on the use and integration of the VicoTech Platform.
16.1. Governing Law. This Agreement shall be governed by the laws of Singapore, without regard to its conflict of laws principles.
16.2. Dispute Resolution. Any dispute arising out of or in connection with this Agreement shall be finally resolved by arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre.
16.3. Assignment. Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement to a successor in connection with a merger, acquisition, or sale of all or substantially all of its assets.
16.4. Force Majeure. Neither party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control.
16.5. Notices. All notices under this Agreement shall be in writing and sent to the addresses specified by the parties.
16.6. Relationship of Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.
16.7. No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.
16.8. Waiver and Modification. No waiver or modification of this Agreement shall be valid unless in writing and signed by both parties.
16.9. Severability. If any provision of this Agreement is held to be unenforceable, the remaining provisions shall remain in full force and effect.
16.10. Entire Agreement. This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral.
For questions regarding this Agreement, please contact:
Business Inquiries:
business@vicotech.io
Technical Support:
support@vicotech.io
Phone:
(+65) 8084-1479
Address:
VICO TECH PTE. LTD.
21 BUKIT BATOK CRESCENT, #12-75
WCEGA TOWER
SINGAPORE(658065)
By accepting this Agreement or using the VicoTech Platform, Partner acknowledges that it has read, understood, and agrees to be bound by the terms and conditions of this Agreement.