CIMcloud

CIMCLOUD REGISTERED PARTNER PROGRAM AGREEMENT

Effective September 27, 2023.

This CIMcloud Registered Partner Program Agreement is between Website Pipeline, Inc. DBA CIMcloud ("CIMcloud") and the counterparty who has agreed to the terms of this CIMcloud Registered Partner Program Agreement ("Partner"). This CIMcloud Registered Partner Agreement, and the CIMcloud Partner Program General Terms & Conditions located at https://www.cimcloud.com/legal/partner-general-terms (the "General Terms," and together with this CIMcloud Registered Partner Agreement, the "Agreement"), governs CIMcloud's offering of the CIMcloud Registered Partner Program described below (this "Program") and Partner's participation in the Program. To the extent that the terms and conditions in this CIMcloud Registered Partner Program Agreement conflict with the Partner General Terms, the terms and conditions in this CIMcloud Registered Partner Program Agreement will govern. Terms not defined in this CIMcloud Registered Partner Program Agreement are defined in the Partner General Terms.

The Agreement will become effective upon the execution of a CIMcloud Partnership Agreement governing Partner participation in this Program.

1. DEFINITIONS

Unless otherwise defined in the Agreement, capitalized terms have the following meanings:

"CIMcloud Offering" means any CIMcloud product defined as being eligible for Commission in Exhibit B (Commissions By Registered Partner Tier Level) and specifically excludes any Sage Exclusive CIMcloud Offering.

"Commission" means the amount payable to Partner from CIMcloud as compensation for Referred Client's purchase of a CIMcloud Offering in accordance with the terms of this Agreement.

"Completed Order" means an Initial Purchase received by CIMcloud for a CIMcloud Offering for which CIMcloud has received both (a) an executed Order Form from Referred Client and (b) all initial deposits or initial amounts due from Referred Client.

"Effective Date" means the date on which the CIMcloud Partnership Agreement that governs Partner's participation in this Program became effective.

"Initial Purchase" means the first order of a CIMcloud Offering or a Sage Exclusive CIMcloud Offering made by a new CIMcloud customer.

"Referred Client" means a new CIMcloud customer, other than Partner, that makes an Initial Purchase of a CIMcloud Offering or Sage Exclusive Offering in accordance with the terms of this Agreement.

"Registered Partner" means a Partner that has executed a CIMcloud Partnership Agreement with CIMcloud that governs Partner's participation in this Program and meets the requirements for any Registered Partner Tier Level.

"Registered Partner Tier Level" means the tier level as defined in Section 4 (Registered Partner Tier Level) for which a Partner has met all eligibility requirements.

"Reseller of Record" means a Partner that is registered with Sage, per the terms and conditions of a separately entered into agreement between Sage and Partner, whereby Sage has determined Partner is the registered reseller or record for any individual Referred Client. CIMcloud relies exclusively on Sage for determining if Partner is the Reseller of Record for any Referred Client.

"Sage" means collectively any organization that is an owned or affiliated entity of The Sage Group plc, a multinational enterprise software company.

"Sage Exclusive CIMcloud Offering" means any CIMcloud product or service that is available exclusively on a Sage Price list and for which CIMcloud and Sage have separately entered into a contractual agreement to offer for sale by Sage and Sage resellers. Any Sage Exclusive CIMcloud Offering must be ordered directly from Sage.

2. COMMISSION

Subject to the terms of the Agreement, Registered Partner will earn a Commission when a Referred Client purchases a CIMcloud Offering for which Registered Partner is the Reseller of Record.

2.1. General Eligibility. To be eligible to earn any Commission, the following conditions must be met:

2.1.1. The order for the Referred Client must be a Completed Order for a CIMcloud offering.

2.1.2. Registered Partner must meet all eligibility requirements for a Registered Partner Tier Level at the time the Completed Order is received by CIMcloud.

2.1.3. Registered Partner must be the Reseller of Record for the Referred Client.

2.1.4. Registered Partner must have provided all tax documentation that CIMcloud needs to make payments to Registered Partner, including Registered Partner's W-9.

2.1.5. If CIMcloud identified, sourced, or otherwise became aware of the Referred Client independent of Registered Partner and subsequently makes Registered Partner aware of the Referred Client's interest in evaluating or purchasing a CIMcloud Offering or a Sage Exclusive CIMcloud Offering, Registered Partner must not recommend any other solution to the Referred Client that is determined by CIMcloud to be competitive to the CIMcloud Offering or Sage Exclusive CIMcloud Offering.

2.2. Commission Schedule. Commission schedules, rates and other eligibility requirements are as defined in Exhibit B (Commission By Registered Partner Tier Level).

2.3. Fees And Other Benefits Earned on a Sage Exclusive CIMcloud Offering. As governed by a separate contractual agreement between Sage and Partner related to Partner's status as a Reseller of Record for a Referred Client Partner may, independent of this Agreement, be eligible to earn additional fees, commissions, or other benefits, including tier credit, to be offered, administered, and fulfilled independently by Sage to Partner. These fees and additional benefits are (a) independent of Partner's participation in this Program, (b) are exclusively governed by any applicable agreement entered into between Sage and Partner, and (c) are in addition to any Commission to which Partner may be eligible per the terms of this Agreement.

3. MARKETING.

3.1. Leads. Registered Partner has the right to share prospective client info ("Registered Partner Lead(s)") with CIMcloud for which Registered Partner is the Reseller of Record and Registered Partner has the rights to share such info. CIMcloud will make commercially reasonable efforts to engage with the both the Registered Partner Lead and Registered Partner in a collaborative manner for any such Registered Partner Leads that CIMcloud reasonably believes may have an interest in purchasing the CIMcloud Offering or the Sage Exclusive CIMcloud Offering. CIMcloud has the right to share prospective client info ("CIMcloud Lead(s)") with Registered Partner for which (a) Registered Partner is the Reseller of Record and (b) that CIMcloud reasonably believes may have an interest in purchasing the CIMcloud Offering or the Sage Exclusive CIMcloud Offering. Registered Partner Lead(s) and CIMcloud Lead(s) are collectively referred to as "Lead(s)".

3.2. Marketing Materials. CIMcloud will make available to Registered Partner marketing and educational content ("Marketing Materials") related to the CIMcloud Offering and the Sage Exclusive CIMcloud Offering. Registered Partner has the right to share any Marketing Materials that have been approved by CIMcloud and are shared per guidelines provided by CIMcloud with Registered Partner's prospective and current clients.

3.3. Training. CIMcloud will make available to Registered Partner and employees of Registered Partner's organization marketing and sales training ("Training") on the CIMcloud Offering and the Sage Exclusive CIMcloud Offering. The purpose of Training is to enable Registered Partner to accurately promote, market and sell the CIMcloud Offering and the Sage Exclusive CIMcloud Offering.

4. REGISTERED PARTNER TIER LEVEL.

Partner must meet all eligibility requirements for a Registered Partner Tier Level, as defined herein, at the time a Completed Order is received by CIMcloud to be eligible to earn a Commission per Exhibit B (Commissions By Registered Partner Tier Level).

4.1. Eligibility by Registered Partner Tier Level.

4.1.1. Tier 1 Registered Partner. Partner who has (a) entered into CIMcloud Partnership Agreement providing for and governing participation in this Program, (b) meets all other terms and conditions for the current Term, and (c) makes reasonable efforts to assist CIMcloud with communication and other reasonably requested activities to assist CIMcloud during the sales process with the Registered Client will be considered Tier 1 Registered Partner and eligible for Tier 1 Registered Partner Commission as defined in Exhibit B (Commissions By Registered Partner Tier Level).

4.1.2. Tier 2 Registered Partner. Partner who (a) meets all the eligibility requirements as defined in Section 4.1.1 (Tier 1 Registered Partner) and (b) who satisfactorily completes either:

i. one (1) of the Tier 2 Registered Partner Lead & Deal Activities as defined in Exhibit A (Tier 2 Registered Partner Requirements) or;

ii. two (2) of the Tier 2 Registered Partner Marketing Activities as defined in Exhibit A (Tier 2 Registered Partner Requirements)

within any given calendar quarter, will be considered Tier 2 Registered Partner and eligible for Tier 2 Registered Partner Commissions per Exhibit B (Commission By Registered Partner Tier Level) for the same calendar quarter in which the above defined activities were satisfactorily completed.

4.2. Maintaining, Changing or Remedying Registered Partner Tier Status.

4.2.1. Maintaining Registered Partner Tier Level. For the Term of this Agreement, after initially meeting all eligibility requirements for any Registered Partner Tier Level as defined in Section 4.1 (Eligibility by Registered Partner Tier Level), Registered Partner must continue to meet eligibility requirements for the same Registered Partner Tier Level for any calendar quarter to continue to be considered the same Registered Partner Tier Level for that same calendar quarter.

4.2.2. Change In Registered Partner Tier Level. Registered Partner will change Registered Partner Tier Level by (a) meeting the eligibility requirements of a higher Registered Partner Tier Level, or (b) by no longer meeting the eligibility requirements of the current Registered Partner Tier Level and instead meeting the eligibility requirements of a lower Registered Partner Tier Level. Any change to either a higher or lower Registered Partner Tier Level will be effective immediately upon either (a) meeting the eligibility requirements or (b) no longer meeting the eligibility requirements for any given Registered Partner Tier Level.

5. PAYMENT.

5.1. Payment. CIMcloud will pay Commission payments ("Payment(s)") within 30 days from the end of the calendar month in which CIMcloud received a Completed Order. For example, if CIMcloud receives a Completed Order from the Referred Client that is eligible for a Commission in May, CIMcloud will pay the Commission based on such Completed Order by June 30th. The Registered Partner may request from CIMcloud a report of Completed Orders that were eligible for a Commision. CIMcloud will make reasonable efforts to provide such a report in a timely manner. The form, content, and timing of such report may vary from time to time in CIMcloud's sole discretion.

5.2. Offsets and Refunds. Subject to Section 5.4 (Claims) below, CIMcloud may deduct or offset amounts owed by Partner, regardless of their status as a Registered Partner, to CIMcloud from any Payments. For example, if any amount is paid to Partner in error, CIMcloud may deduct such erroneously paid amount from subsequent Payments. If a Referred Client is issued a refund on a Completed Order, and a Commission was previously paid to Partner based on the Completed Order, CIMcloud may offset the amount of the Commission paid to Partner amount from a future Payment. If the amount owed by Partner exceeds the Payments owed to Partner, Partner will pay CIMcloud such excess amount owed within 30 calendar days of the date of CIMcloud's invoice of such amount to Partner.

5.3. Taxes. Each Party will be responsible for any applicable taxes that arise out of any activities, payments, income or receipts governed by this Agreement. If withholding of any tax is required under applicable law in respect of any payment by CIMcloud to Registered Partner hereunder, CIMcloud will (a) withhold the appropriate amount from such Payment, and (b) remit such amount to the relevant authorities in accordance with applicable laws.

5.4. Claims. Any claim for any unpaid, underpaid, or overpaid Commission made by either Party must be submitted to the other Party in writing within 6 months after the event giving rise to the claim. Following the expiration of that 6-month period, each Party agrees to waive all rights to assert a claim for such unpaid, underpaid, or overpaid Commission.

6. TERM. The initial term of the Agreement will begin on the Effective Date and will continue for one year, to the first anniversary of the Effective Date (the "Initial Term"). At the end of the then-current Initial Term or Renewal Term, the Agreement will automatically renew for an additional one-year period (a "Renewal Term") unless either Party provides written notice of non-renewal to the other Party. The Initial Term and each Renewal Term are collectively referred to as the "Term".

7. MODIFICATION. Except as may otherwise be provided in the Agreement, CIMcloud will routinely modify this Agreement to reflect changes to the law or changes to the way, in CIMcloud's sole discretion, CIMcloud offers this Program, including any Exhibits attached hereto. Except as may otherwise be provided in the Agreement and except for modifications to Exhibit B (Commission By Registered Tier Level) where CIMcloud will provide written notice to Registered Partner at least 30 days prior to the effectiveness of those modifications, CIMcloud will post notice of modifications to this Agreement at https://www.cimcloud.com/legal/registered-partner-program and by continuing to participate in this Program after the modifications are in effect, Partner agrees to be bound by the revised terms of this Agreement. Partner should review the terms of this Agreement regularly.

8. TERMINATION.

8.1. For Convenience. Either Party may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. Partner is eligible to earn a Commission only for Completed Orders that are placed by Referred Clients during the Term, and Commissions earned through the date of termination will remain payable only if the Completed Orders are not canceled, returned or issued a refund. CIMcloud may withhold Partner's final Payment for a reasonable time to ensure that the correct amount is paid.

8.2. Material Breach. Either Party may immediately terminate this Agreement for cause by giving written notice of termination to the other if the other Party breaches any of its material obligations under this Agreement and does not cure the breach within 30 calendar days after the non-breaching Party gives written notice to the breaching Party.

8.3. Effect of Termination or Expiration. Except as otherwise provided in the Agreement, upon termination or expiration of this CIMcloud Registered Partner Agreement:

8.3.1. All rights and entitlements granted under this Agreement will immediately cease;

8.3.2. Those provisions of the Agreement that by their nature should survive termination or expiration will survive, including, but not limited to, ownership provisions, confidentiality, disclaimers, and limitations of liability.

EXHIBIT A
TIER 2 REGISTERED PARTNER REQUIREMENTS TIER STATUS

1. Tier 2 Registered Partner Lead & Deal Activities. Eligible activities include:

i. Registered Partner collaborating with CIMcloud on two (2) unique Leads, regardless of Lead source, where the Registered Partner coordinates and participates, for each unique Lead, in either (a) a discovery call including the Lead and CIMcloud or (b) a demo call including the Lead and CIMcloud.

ii. Registered Partner engaging with CIMcloud on one (1) CIMcloud Lead to support the sales process related to the CIMcloud Lead that results in a Closed Order and a Referred Client.

iii. Registered Partner provides CIMcloud one (1) Registered Partner Lead that results in a Closed Order and a Referred Client.

2. Tier 2 Registered Partner Marketing Activities. Eligible activities include:

i. Registered Partner participates with CIMcloud in one (1) session where both (a) CIMcloud is provided the opportunity to provide Training related to CIMcloud and Customer Interaction Management to Registered Partner employees that work directly with prospects and customers and (b) Registered Partner provides updated information related to the Registered Partner's organization and its employees.

ii. Registered Partner participates with CIMcloud in one (1) account review session such as a One Hour No Homework Session or other similar session as approved by CIMcloud.

iii. Registered Partner assists in the promotion and execution of one (1) Registered Partner and CIMcloud co-branded webinar, to be hosted by either the Registered Partner or CIMcloud, that promotes CIMcloud and Customer Interaction Management to Registered Partner's existing customer base.

iv. Registered Partner invites CIMcloud to sponsor and/or attend one (1) Registered Partner customer conference or similar Registered Partner event.

v. Registered Partner features CIMcloud and Customer Interaction Management in one (1) email marketing promotion or other customer newsletter that is distributed to the Registered Partner's existing customer base.

vi. Registered Partner features CIMcloud and Customer Interaction Management on its company website through a dedicated web page, or other similar format, approved in advance by CIMcloud for the duration of the quarter.

EXHIBIT B
COMMISSION BY REGISTERED PARTNER TIER LEVEL

Commission is only paid on those CIMcloud products listed below that are part of an Initial Purchase of a Completed Order for a Referred Client.

Commission is not paid on (a) any subsequent orders for a Referred Client, even if the product is listed below, (b) any product or service listed below that was offered to the Referred Client at no charge to the Referred Client as part of a Completed Order, or (c) on any other CIMcloud product and service not listed below including, but not limited to, professional service fees, connect fees, service level related fees, hosting fees or other one-time or recurring fees. Any product or service listed below that was offered to the Referred Client at substantial discount to the current market price for the product or service as part of a Completed Order may, at the sole discretion of CIMcloud, be subject to a reduced Commission.

1. Commission Schedule For Orders Including A Sage Exclusive CIMcloud Offering.

Orders for any Sage Exclusive CIMcloud Offering must be placed directly with Sage.

Any Registered Partner, including Tier 1 Register Partner and Tier 2 Registered Partner, may be eligible for Fees And Other Benefits Earned on a Sage Exclusive CIMcloud Offering as defined in Section 2.2, which are in addition to the Commission defined below.

Commission can be earned for the following Optional Bundles, only available directly from CIMcloud, if they are part of a Completed Order received directly by CIMcloud that was placed at the same time as the Initial Purchase of a Sage Exclusive CIMcloud Offering.

2. Commission Schedule For Orders Placed Directly With CIMcloud That Do Not Include A Sage Exclusive CIMcloud Offering,

Commission can be earned for the following items if the initial Completed Order for the Referred Client is placed directly with CIMcloud and there is no related order for a Sage Exclusive CIMcloud Offering.