Terms and Conditions for Resellers

Revision information and Version info to be found here:

Version 2.0 Revision: 1 Date: 11.08.2024 Initial Version

Please read these Terms and Conditions for Resellers carefully before agreeing to the Quote and/or become a CI HUB Reseller.

These Terms and Conditions for Resellers including any and all relevant Exhibits, along with the Quote as agreed to by CI HUB GmbH (“CI HUB”) and the counter party identified in the quote (“Reseller” and jointly as “Parties”) constitutes the full agreement (“Agreement”) between the Parties for the sale and marketing of CI HUB products and services as defined below (“Products”).

The Agreement replaces any previous agreements between the Parties concerning the sale and marketing of CI HUB Products.

In the event that the Quote and the Terms and Conditions for Resellers become in conflict, the agreed upon Quote shall take precedence.

CI HUB reserves the right to change, modify, or update the Terms and Conditions for Resellers and all Exhibits with a general notice one (1) month in advance of such changes taking effect. After such period these changes shall be deemed immaterial or acceptable and shall become binding.

WHEREAS :

(A) CI HUB has developed and owns all rights to the Product and Services, a SaaS Solution that simplifies the management of digital assets by providing a unified interface that allows easy access, management and use of digital assets across multiple applications and platforms as set out in Clause 2;

(B) CI HUB has the exclusive right to grant the Reseller rights to commercialise the Product and Services described below;

(C) The purpose of the Agreement is to grant the Reseller the right to market, promote and sell the Product and services to end-users (the “Customers”) and the right to use the intellectual property rights in connection with such actions, subject to the terms and conditions of the Agreement.

1. RESELLER

The Reseller shall, at all times, maintain a business undertaking independently of CI HUB. The Reseller shall act in its own name and on its own account. The Reseller shall not be entitled to act as an agent or attorney for the CI HUB, and the Reseller will ensure that it does not directly or indirectly appear as such in relation to any third parties.

The Reseller’s right to market, promote and sell the Product and Services is non-exclusive. The Reseller acknowledges and accepts that the CI HUB has the right to market, promote and sell the integration (https://ci-hub.com/integrations) and to appoint other Resellers (“Non-exclusive relationship").

The rights given to the Reseller in the Agreement are provided "as is". The Reseller is not allowed to make any warranties to Customers or Potential Customers on behalf of CI HUB, as stated elsewhere in the Agreement.

Customer means a previous potential customer that ordered a CI HUB license by themself directly, or via Reseller.

Potential Customer means an individual, group or department within an organization, which is interested in licensing the CI HUB Connector.

The Reseller represents and warrants to CI HUB that it has the right, power, and authority to enter into the Agreement and to perform its obligations hereunder.

2. DESCRIPTION OF THE CI HUB SERVICE

The service offered by CI HUB (“CI HUB Service”) is a central service which can be used by a person with a CI HUB ID (“CI HUB User”) that was obtained through the creation of an account with CI HUB. CI HUB Users can access various third-party systems (hereafter “CI HUB System Vendor”), which hold, make available, and store digital assets such as photos, videos, templates, texts, graphics, etc.

CI HUB System Vendors may include Pixelboxx, Dropbox, Bynder, Picturepark, Adobe Stock, Brandfolder, Celum, gettyimages, iStock, Sitefusion, eyebase, BrandMaster, myview, Google Drive, Adobe Stock or other providers of PIMs (Product Information Management Systems), MAMs (Media Asset Management Systems), DAMs (Digital Asset Management Systems), etc. The CI HUB System Vendors use APIs to connect to the CI HUB Service. CI HUB may connect additional, remove, or modify connections of CI HUB System Vendors to the CI HUB Service without notice to or approval of the Reseller.

3. COMMITMENT

The Reseller agrees to the following:

Act with diligence, devoting reasonable time and effort to fulfil the duties described herein;
Maintain reasonable expertise and practical knowledge with regard to the service;
Provide the first line technical support and assistance as necessary to facilitate the communication with Customers as described below;
Promptly respond to all communications by Customers and CI HUB regarding the Service;
Prepare and maintain any reports and documentation regarding the CI HUB Service, as requested by CI HUB;
Honour outlined ethical codes to ensure sensitive and confidential information remains secure and protected;
Reseller shall actively market and sell the Products through its sales organisation by actively approaching potential customers, advertising and marketing, including on the Reseller’s website;
Reseller is responsible for the accuracy and completeness of the information provided to the customers. The Reseller is responsible for ensuring that the information it provides to CI HUB is free of errors, and up to date;
Reseller is responsible for ensuring that it has the right to submit information about the customers to CI HUB and its suppliers, or if needed information to create an CI HUB ID.
Reseller will not claim to be an agent, legal representative, or employee of CI HUB nor imply any connection with CI HUB, except as explicitly stated in the Agreement.
Reseller is not authorised to make any legally binding statements, promises, or warranties on behalf of CI HUB or regarding the Product.
Reseller agrees to CI HUB’s Terms & Conditions as published online https://ci-hub.com/terms. https://ci-hub.com/terms.

4. APPOINTMENT OF RESELLER

Authorisation and Appointment. Company hereby authorises and appoints Reseller and Reseller accepts the appointment, as a non-exclusive Reseller and independent contractor.

5. DUTIES OF RESELLER

Sales & Order Processing

Resellers are responsible for ensuring that both Potential Customers and Customers are informed and agree to CI HUB's Terms and Conditions, which can be found on our website at https://ci-hub.com/terms.
To become a Customer, a Potential Customer must first purchase a licence. The Reseller has the option to purchase the Productlicence on behalf of the Customer.
Reseller agrees to have relevant members of their organizationregister for the SalesClub Portal found at https://salesclub.ci-hub.com/.
Reseller agrees to submit purchase orders via the license management system which is accessible in the SalesClubPortal. Reseller acknowledges that submitting orders which are incomplete (e.g., missing a Main Contact person) or mistaken may result in errors in processing the order and or issuing the license.
Reseller acknowledges that CI HUB utilises third party providersfor invoicing and payment processing, and which may be a trusted third-party merchant of record on behalf of CI HUB.
If the SalesClub Portal is not accessible, the Reseller can submit a written order by email to: order@ci-hub.com . This should not be used if the SalesClub Portal is accessible. CI HUB reserves the right to charge additional fees for orders submitted in this manner if access to the license management system via the Sales Club Portal is available.
CI HUB reserves the right to decline any orders for any reason.
Reseller agrees to follow the pricing terms in Exhibit A

Marketing

The Reseller is committed to making every effort to effectively market and promote the Product in accordance with the Agreement. Additionally, the Reseller agrees to endorse CI HUB to its current, future, and potential customers as being deemed suitable.
The Reseller is committed to making every effort to carry out and join in the initial marketing and promotional activities outlined in Exhibit B (“Marketing”).
Reseller shall publish precise product details of the CI HUB Connector on their website and prominently display an official logo indicating their status as an authorised CI HUB Reseller.
The Reseller has the permission to modify and translate marketing materials found at the Sales Club (https://salesclub.ci-hub.com/)into different languages.
Reseller acknowledges the requirement to stay informed about product news and updates, which are regularly posted on www.CI-HUB.com and the Sales Club portal. These updates may encompass various forms of information, such as text, images, videos, and more.
Resellers may be given special access to early news and Product information by CI HUB from time to time. It is expected that resellers will honour the embargoed dates and refrain from publishing before the scheduled release.
The Reseller hereby agrees to promptly edit, update, or remove any content related to CI HUB, specifically the CI HUB Connector, as requested by CI HUB in their website or any other marketing communications.
Reseller agrees to the additional marketing terms in Exhibit B

Training and Certification

Reseller commits to participating in an initial training session as well as a minimum of two Sales Club Workshops each year. These sessions will provide valuable insights into the advantages of new features and their value to Customers. CI HUB will use reasonable endeavours to provide training for Reseller as specified in Exhibit C.
Reseller must be ready to showcase the CI HUB Connector to a Potential Customer or Customer upon their request. This includes being available to demonstrate the Productwhen asked by a Potential Customer or a CI HUB employee.
Resellers who sign the Agreementand can show the Product will receive an official CI HUB authorised Reseller certificate and logo with the right to display it for as long as an active agreement exists between the parties.
Reseller agrees to the additional training and support terms in Exhibit C.

Competing Products

Reseller agrees to use all reasonable endeavours, in good faith, to advise CI HUB of its promotion, marketing, or distribution of any new Competing Product(s) within thirty (30) days from the start of the promotion, marketing or distribution. “Competing Product” means a product offering similar functionality to the Product or which has reasonable possibility of being purchased instead of the Product.
Reseller will promote the Product in a balanced and equitable manner as compared to any Competing Product.
If Reseller chooses to promote a Competing Product, then CI HUB reserves the right to cancel the contact at any time. In such an event, no refunds or repayment shall be granted to the Reseller.

6. CONFIDENTIAL INFORMATION

Parties shall protect the other's Confidential Information from unauthorised dissemination and use the same degree of care that such Party uses to protect its own information. Neither Party shall disclose to third parties the other's Confidential Information without the prior written consent of the other Party. Neither Party shall use the other's Confidential Information for purposes other than those necessary to directly further the purposes of the Agreement . Each employee or agent of Reseller, performing duties hereunder, shall be made aware of the Agreement and shall execute a document that binds said employee or agent of Reseller to the same level of confidentiality contained herein.

7. OWNERSHIP OF INTELLECTUAL PROPERTY

Reseller hereby agrees and acknowledges that CI HUB, its suppliers, partners and licensors (if any), own and shall retain all right, title and interest in and to (a) the SaaS , Product and Services (including all copies and derivative works thereof, by whomever produced), and associated Product documentation, including all intellectual property rights embodied therein; (b) all the service marks, trademarks, trade names or any other designations, and (c) all copyrights, patent rights, trade secret rights, and other proprietary rights in the Product, and Reseller shall have no rights with respect thereto other than the limited rights expressly set forth in the Agreement.

8. TERM AND TERMINATION

This agreement takes effect upon acceptance of the Quote by CI HUB and is valid for a minimum period of 12 months and will continue to renew automatically for consecutive 12 month terms unless otherwise specified differently in the Quote. The agreement is automatically renewed for another 12 months unless the System Vendor terminates the agreement at the end of the minimum license term or at the end of a subsequent license period with a notice period of min. 90 days. Before the agreement expires, the System Vendor can receive a notification regarding the upcoming renewal of the agreement at the applicable price pursuant to CI HUB’s price list, which can be viewed at www.ci-hub.com. The termination must be sent to CI HUB GmbH, Benkertstrasse 4, 14467 Potsdam, Germany or sales@ci-hub.com

CI HUB shall be authorised to suspend the fulfilment of the obligations under the Agreement or to dissolve the agreement in the event that: - the Reseller does not (fully) fulfil or timely fulfil its obligations resulting from the agreement; - after the agreement has been concluded, CI HUB learns of circumstances given good ground to fear that the Reseller will not fulfil its obligations; - the Reseller was asked to furnish security to guarantee the fulfilment of its obligations resulting from the agreement when the contract was concluded and that this security has not been provided or is insufficient; - as a result of delay on the part of the other party CI HUB can no longer be expected to fulfil its obligations under the originally agreed upon conditions, CI HUB is entitled to dissolve the agreement.

The agreement can be terminated by CI HUB immediately for crucial reasons including, but no limited to bankruptcy, liquidation, judicial management, receivership, or act of insolvency.

9. ANTI-BRIBERY

The Reseller and its Subsidiaries, Affiliates and their Beneficial Owners, officers, directors, managers and employees shall at all times comply with all applicable laws, statutes and regulations relating to anti-bribery, anti-corruption and anti-money laundering, and the business integrity policies, if any, adopted by the CI HUB and notified to the Reseller.

10. INDEMNIFICATION

Reseller shall indemnify and hold Company harmless from and against any and all damages, liabilities, costs and expenses (including reasonable attorney's fees) which Company incurs as a result of any claim based on any breach of any representation or warranty, covenant or agreement by Reseller under the Agreement or any breach of the Agreement by Reseller.

11. LIMITATION OF LIABILITY

CI HUB assumes liability for ordinary negligence in the event that CI HUB, its statutory representatives, managing employees or vicarious agents breach an essential contractual obligation. In such cases, CI HUB assumes liability for the foreseeable damages that must typically be expected. Essential contractual obligations are those obligations that form the basis for the contract, which were essential for concluding the contract, and in the fulfilment of which the Party may trust. Notwithstanding the previous provision, CI HUB assumes unlimited liability for damages from injury to life, body or health caused by CI HUB, its statutory representatives, managing employees or vicarious agents.

12. GENERAL PROVISION

Notice. Any notices required or permitted shall be given to the appropriate Party at the address specified above, or at such other email address as the Party shall specify in writing, and shall be effective upon actual receipt.

Independent Contractors. The parties are independent contractors, and no partnership, joint venture or employee-employer relationship is created by the Agreement.

Severability. The invalidity or unenforceability of any provisions of the Agreement shall not affect the validity or enforceability of any other provision of the Agreement, which shall remain in full force and effect.

Amendments. No change or modification of the Agreementby the Reseller or of the Quote by CI HUBwill be valid unless it is in writing and signed by each Party to the Agreement.

Force Majeure. . A Party shall not be liable for any failure of or delay in the performance of the Agreement for the period that such failure or delay is due to causes beyond its reasonable control, including but not limited to acts of God, war, strikes or labour disputes, embargoes, government orders or any other force majeure event. In the event of a threatened default or default as a result of any of the above causes, the defaulting Party shall exercise its best efforts to avoid and cure such default.

Governing law. Solely German law shall apply to all disputes from or in connection with the Agreement. Potsdam, Brandenburg, Germany, shall be the exclusive (and also international) place of jurisdiction for all disputes from or in connection with the Agreement, insofar as the Reseller is a merchant (sec. 1 HGB), a legal entity under public law or a special fund under public law, or if the Party does not have a general place of jurisdiction in Germany.

EXHIBIT A

PRICING OF SUBSCRIPTION FEES

Price List, Currency, and Payment Terms. The Subscription Fees can be found at https://ci-hub.com and pricing in the Sales Club portal.SRP = Suggested Retail Price.All Prices are based on the actual Pricelist of CI HUB. All prices quoted are in € Euros. CI HUB Payment Terms are 30 days from invoice date.
Volume Discounts and Site Licenses. CI HUB offers discounted pricing for teams of 15 users and more. Site Licenses for larger Customers of over 1,000 may qualify for special discountsoff the normal SRP.

‘Discounted’ or ‘volume’ pricing tiers are calculated automatically when placing orders or generating quotes online in the Sales Club online partner portal. If the portal is unavailable for any reason, then Reseller should email sales@ci-hub.com for confirmed pricing.
Notification. Pricing of Subscription Fees is subject to change at the sole discretion of CI HUB. CI HUB will use reasonable endeavours to give Reseller reasonable notice of any such pricing change prior to the change taking effect.
Customer Discount & Customer Special Offer Transparency, Passthrough. CI HUB reserves the right to offer additional Customer discounts off subscription pricing. For example, this could be through any promotional or negotiated discount. It might include special offer pricing for a Non-Profit or Registered Charity, offered by CI HUB to Reseller solely for the benefit of a Customer.

If CI HUB provides an additional discount for the Customer, then Reseller must ensure that the Customer Discount is passed though for the benefit of the Customer.

In the event of special offer pricing for a Non-Profit or Registered Charity then Reseller agrees to provide any evidence requested by CI HUB to support the agreed Special Offer.
Total Pricing Power Option

Total Pricing Power Optiongrants the Reseller the right to set the price of the CI HUB products they sell to Customers. The following restrictions apply:

- CI HUB shall receive no less than 50% of the proceeds of any license sold under this option,
- CI HUB shall receive a minimum of one (1) EURO per month per license, and
- Reseller shall not unfairly take advantage of this option by reducing the price to increase prices on other products being offered to the Customer.

CI HUB reserves the right to withdraw this option at any time with immediate effect in the event CI HUB suspects Reseller is unfairly taking advantage of this option or any of the restrictions have been violated. Informing the Reseller by email is sufficient to withdraw this option.

The Total Pricing Power Option must be specifically included in the Quote to apply.

EXHIBIT B

MARKETING

To create a healthy partnership there will be a need to co-market the CI HUB products and what benefits it brings to mutual customers.

Reseller Marketing Programs & Collateral: As reasonable and appropriate, Reseller will integrate promotion of CI HUB products and services within Reseller’s marketing materials, website, and activities.

Promotion activities include:

Dedicated landing page to be created with a contact form
CI HUB will issue an authorised Reseller logo to be published on the Resellers’ website/s. Preferably, the homepage
Add CI HUB Connector skill to LinkedIn.
Following CI HUB Social Media pages on LinkedIn

Marketing Support: As reasonable and appropriate, CI HUB will provide Reseller with its standard marketing collateral and other standard tools to support Reseller’s sales activities.

To ensure on brand promotion, CI HUB will provide the following collateral and tools:

CI HUB presentations that show all the current use cases
Training on how the platform works.
Demo recordings
Social media templates
Quarterly webinars - updates explained and tips on how to sell.
Rebuttal document to assist sales arguments.
Sales slides
Reseller newsletter to update all Resellers on the latest news, features and advancements.
Sales Club where all the up-to-date documents, logos, images, etc. are accessible.

Cooperation: Reseller and CI HUB agree to maintain an open, collaborative communication channel during the implementation of the agreement. The Parties agree to, review performance discuss ideas and open possibilities approximately every two months.

These discussions will include:

Sales pipeline
Review previous months
Create targets for coming months
Talk about potential joint marketing opportunities.

EXHIBIT C

TRAINING & SUPPORT

CI HUB will conduct a general overview training session via online conferencing or recorded for Reseller’s sales representatives, with timing to be announced by CI HUB on Sales Club. Reseller sales representatives will be trained on the general value proposition and positioning of the CI HUB Products, how to demonstrate it and the process for registering Potential Customers. Reseller and relevant personal within Reseller’s organization will complete the general overview training session within three months of signing the Agreement.
Reseller sales representatives generating leads for the CI HUB should be capable of effectively delivering the CI HUB Product’svalue proposition and must be generally knowledgeable about the CI HUB Products, its interface, advantages, and high-level functionality.
As CI HUB releases updates, upgrades or new CI HUB Products, Reseller’s applicable sales and customer facing representatives may be asked to reasonably participate in any necessary Sales Club Workshops and to become proficient in generating leads for those additional services. Reseller agrees to use all reasonable endeavours to participate in future Sales Club workshops.
. The Reseller shall be committed to promptly providing the Customer with initial technical assistance and responding to Technical Support inquiries received through calls, emails, and tickets.In the event that the Reseller's initial Technical Support is unable to resolve the Customer's issue, the Reseller agrees to escalate the matter by contacting support@CI-HUB.com and include the Customer's Contact Information, screenshots, and any other requested information in order to effectively address the Customer's issue.
CI HUB will support Reseller escalated Customer Technical Support tickets in a timely fashion and will keep Reseller updated through the duration of the Technical Support ticket being open.

EXHIBIT D

CI HUB OEM CONNECTOR

CI HUB Connector OEM Bundle Option.

In addition to the CI HUB Connector and as part of the overall Product, a CI HUB Connector OEM Bundle Option is also available to be licenced to customers as an option to be bundled with selected CI HUB System Vendor> software solutions.

At this time, the CI HUB Connector OEM Bundle Option is made available for all offered CI HUB Products if not stated differently in the Quote. if the following conditions have been met:

The Reseller has entered into an agreement and paid for a CI HUB Integration at the Premium Level and the Integration was completed.
The CI HUB Connector OEM Bundle Option can only be sold together with the Reseller’s software and/or the Reseller’s Premium access. CI HUB Connector OEM Bundle Option must be sold by the Reseller at an independently calculated price. This price shall be materially different from the list prices for the CI HUB Connector.
The Reseller's CI HUB Connector OEM Bundle Option must include a CI HUB Connector and its own software solution.
The name of the CI HUB Connector OEM Bundle Option must include the wording “CI HUB Connector”.
The Reseller does not offer nor advertise any products that compete with CI HUB or that offer the same or similar functionality.

The CI HUB Connector OEM Bundle Option is restricted to a pre-agreed number of applications and or services. CI HUB and the Reseller will define a list of provider services that may be used by the Customer via the CI HUB Connector OEM Bundle Option. CI HUB reserves the right to add or remove integrationsat any time. In addition, the CI HUB Connector OEM Bundle Option comes with further restrictions that CI HUB may unilaterally define or rescind at any time.

CI HUB provides the CI HUB Connector OEM Bundle Option at a considerable discount based on Reseller committing to a certain minimum number of CI HUB Connector for Adobe CC and/or Microsoft user licenses. The CI HUB Connector OEM Bundle Option shall only be available if the Reseller agrees to CI HUB’s minimum.

The Reseller accepts that all customers have the option to upgrade from anCI HUB Connector OEM Bundle Option to a full CI HUB Connector at any time. Customers may purchase the CI HUB Connector from theReseller or from any other authorised CI HUB Reseller.

CI HUB Connector OEM Bundle Option licence fees, proceeds and terms.

The latest pricelist of CI HUB can be requested at sales@ci-hub.com and are available in the Sales Club. New versions of the price list will become part of this contract 90 Days after CI HUB has announced them.

With commitments on a quantity of CI HUB Connector OEM Bundle Option, CI HUB may agree to special pricing where the CI HUB Connector OEM Bundle Option is offered to Customers as a bundled offer with quantities and pricing agreed in a separate communication >As part of the CI HUB Connector OEM Bundle Option> the Reseller agrees to participate in an annual review of the Agreement. CI HUB Connector OEM Bundle Option> license fee discounts or margins cannot be used in conjunction with any other discount or margin.

EXHIBIT E

MARKETING DEVELOPMENT FUND (MDF)

Marketing Development Fund: (MDF) is a fund that CI HUB offers to help Resellers with co-marketing initiatives. MDF Applications should be made through the Sales Club including supporting documentation and made as a proposal.

Eligibility Criteria:

Only Resellers with a CI HUB Integration where a maintenance fee is paid, are eligible to apply for MDF support. MDF is available to help run approved sales and marketing programs. The fund has both monetary and knowledge-based elements to it.

Fund Allocation: MDF could be used for;

Pay Per Click Advertising on relevant platforms e.g. LinkedIn, Facebook, Google
Advertorials in approved publications
Joint webinars
Podcast advertising
YouTube advertising
Influencer sponsorships
Newsletter sponsorship

Application Process: For any MDF request the Reseller is required to submit a detailed marketing plan to support the request, the target customer or ICP, dates and deadlines, information required from participants the scope of the project and the anticipated outcomes.

The MDF application form available on the Sales Club website (or available by request) should be completed and submitted via email to MDF@ci-hub.com at least four weeks before the planned start date of the proposed initiative.

MDF Grant Review Process: Once received, the MDF Request Application will be reviewed along with other MDF proposals and where confirmation of the MDF being issued will be via email. When an MDF request is approved a unique CI HUB MDF number will be issued.

The MDF number is a unique code to support the MDF claim. MDF numbers cannot be used more than once. An MDF project might contain different cost elements to support an MDF request.

MDF Payment Limits: The MDF limit is restricted to €1,000 Euro and for 4 Claims per quarter and restricted to 50% of the annual maintenance fee.

MDF claims cannot be made by one party on behalf of a third-party. Similarly, MDF approved requests cannot be passed on to a third-party.

Invoicing and MDF Payment Once the approved MDF supported event or activity is completed, the MDF can be invoiced in Euros € quoting the CI HUB MDF approved number. Only invoices referencing the CI HUB MDF number will be accepted.

All approved MDF claims will be paid within 30 days and must be supported by receipts and other evidence to the costs incurred. If the MDF costs were in a currency other than Euros then the MDF claim value should be approved in advance by email.

MDF Reporting It is a responsibility of the Reseller to follow up on all MDF-supported activity. A Reseller should designate specific sales people to pursue any sales leads generated from the MDF supported. The number of both new sales leads and new opportunities created should be reported on within 4 weeks of the event/activity’s completion.

The Reseller should document the leads and closed sales from an MDF-supported marketing campaign. Feedback helps CI HUB evaluate the campaign's effectiveness and helps to build the business case for providing additional MDF.