1.DEFINITIONS

As used in these Terms:

1.1.  “Bria Enterprise”. means the enterprise softphone software developed by CounterPath Corporation / Alianza, Inc., including all associated modules, updates, and documentation made available by the Manufacturer from time to time.

1.2.  “License”. means a subscription-based right granted by the Manufacturer (through LATAMSUL) permitting an End User to install and use Bria Enterprise on a defined number of devices or users.

1.3.  “End User”. means any third-party individual or entity that purchases or subscribes to Bria Enterprise licenses through Partner for their own internal use.

1.4.  “Partner Price”. means the discounted price at which LATAMSUL makes Licenses available to Partner, as set forth in the applicable Partner Pricing Schedule and updated from time to time at LATAMSUL’s sole discretion.

1.5.  “Territory”. means any country or jurisdiction in which Partner markets or resells Bria Enterprise Licenses, subject to: (a) compliance with applicable local laws and regulations in each country of operation; and (b) any territorial restrictions that may be imposed by the Manufacturer from time to time, of which LATAMSUL shall provide reasonable prior notice to Partner.

1.6.  “Confidential Information”. means all non-public, proprietary, or sensitive information disclosed by either party to the other, including but not limited to pricing, customer data, technical specifications, and business strategies.

1.7.  “Program”. means the LATAMSUL Bria Partner Program, as described in these Terms and any associated program documentation.

2.  ENROLLMENT AND PARTNER TIERS

2.1.  Enrollment. Partner enrollment in the Program becomes effective upon LATAMSUL’s written acceptance of Partner’s application or upon execution of a Partner Agreement referencing these Terms.

2.2.  Tier Placement. LATAMSUL operates a three-tier partner structure based on active license volume:

2.3.  Tier Review. Tier placement is based on active license volume and is reviewed periodically by LATAMSUL. LATAMSUL reserves the right to adjust Partner’s tier assignment upon thirty (30) days written notice.

2.4.  Non-Exclusivity. Enrollment in the Program is non-exclusive. LATAMSUL expressly reserves the right to appoint additional partners and to sell directly to end users in any territory without restriction.

3.  PARTNER OBLIGATIONS

Partner shall:

• Use commercially reasonable efforts to actively market and promote Bria Enterprise Licenses in Partner’s markets of operation;
• Conduct all sales and marketing activities in compliance with applicable laws and regulations;
• Maintain adequate technical knowledge of Bria Enterprise to effectively present, demonstrate, and support the product to End Users;
• Promptly forward to LATAMSUL any End User support requests or technical issues that exceed Partner’s own support capabilities;
• Not make any representations, warranties, or guarantees to End Users regarding the software beyond what is expressly provided in the Manufacturer’s official documentation;
• Inform each End User, prior to providing access to any License, that use of Bria Enterprise is subject to the Manufacturer’s end-user license agreement (“EULA”), which will be presented to the End User upon installation or first login and must be accepted prior to use; and refrain from providing License access to any End User who has indicated unwillingness to accept such terms;
• Maintain records of all License sales and End User details for a minimum of three (3) years and make such records available to LATAMSUL upon reasonable written request;
• Promptly notify LATAMSUL of any suspected unauthorized use, misappropriation, or infringement of the software;
• Not engage in any conduct likely to harm the reputation, brand, or business interests of LATAMSUL or the Manufacturer.

4.  LATAMSUL OBLIGATIONS

LATAMSUL shall:

• Make Bria Enterprise Licenses available to Partner at the applicable Partner Price, subject to availability and Manufacturer’s policies;
• Notify Partner of any material changes to pricing, licensing models, or Manufacturer policies within a commercially reasonable timeframe;
• Provide reasonable pre-sales technical support to assist Partner in evaluating opportunities and preparing End User proposals;
• Process License orders submitted by Partner in accordance with the ordering procedures set forth in Section 5;
• Provide second-level technical support for issues escalated by Partner that exceed Partner’s first-level support capabilities.

5.  ORDERING, PRICING, AND PAYMENT

5.1.  License Orders. All orders for Bria Enterprise Licenses shall be submitted by Partner to LATAMSUL via written purchase order (email acceptable), specifying: (i) the type of License requested; (ii) the quantity and deployment model; (iii) the target End User or project; (iv) the requested delivery date; (v) the End User’s domain name; and (vi) the email address of the End User’s account administrator. Orders that do not include items (v) and (vi) cannot be processed and will be returned to Partner for completion.

5.2.  Order Acceptance. All orders are subject to acceptance by LATAMSUL in its sole discretion. LATAMSUL reserves the right to decline any order that does not comply with Manufacturer’s licensing policies or these Terms.

5.3.  Pricing. LATAMSUL shall provide Partner with a current Partner Pricing Schedule upon enrollment. Pricing is subject to change upon thirty (30) days written notice by LATAMSUL, provided that orders accepted prior to the effective date of a price change shall be honored at the quoted price.

5.4.  Payment Terms. Payment is due within three (3) days of invoice date. License activation is conditional upon confirmation of payment. LATAMSUL reserves the right to cancel or reverse any order for which payment has not been received within the applicable payment period.

5.5.  Late Payments. Overdue balances shall accrue interest at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is lower, from the due date until the date of full payment.

5.6.  Taxes. Each party shall be responsible for all taxes, duties, and levies imposed upon it by applicable law. Partner is solely responsible for determining, collecting, and remitting all applicable taxes, duties, and regulatory fees to End Users and to the relevant tax authorities in each country or jurisdiction where Partner operates.

5.7.  Resale Pricing. Partner is free to establish its own end-user pricing. LATAMSUL shall have no liability for any pricing commitments made by Partner to End Users.

6.  PAYMENT DEFAULT AND LICENSE PROTECTION

This Section establishes two separate default regimes depending on whether the non-payment relates to a new License activation or to an existing active License renewal.

6.1.  New Activations — Non-Payment. License activation is strictly conditional upon prior confirmation of payment as set forth in Section 5.4. If payment is not received within the applicable payment period, LATAMSUL may cancel or decline to activate the order immediately and without further notice or cure period. No additional notice to Partner is required, as the payment deadline itself constitutes the sole condition for activation. LATAMSUL shall have no liability to Partner or to any End User resulting from a cancellation made under this Section.

6.2.  Active Licenses — Renewal Default. Where a License has already been activated and Partner fails to remit timely payment for a renewal, LATAMSUL shall issue Partner a written notice of default. Partner shall have five (5) business days from the date of such notice to remit the overdue amount in full (the “Cure Period”). If Partner fails to cure the default within the Cure Period, LATAMSUL may, at its sole discretion and without further notice, exercise one or more of the following remedies:

• Suspend or restrict Partner’s access to its account and all associated sub-accounts on the Bria Enterprise platform, thereby interrupting service to all End Users provisioned under Partner’s account, until full payment is received;
• Deactivate any or all Licenses associated with Partner’s account; and/or
• Terminate Partner’s enrollment in the Program in accordance with Section 9.3.

6.3.  Right to Suspend. If payment is not received within the applicable payment period, LATAMSUL may deactivate Licenses or suspend services associated with Partner’s account without further notice. The exercise of any remedy under this Section shall not waive LATAMSUL’s right to recover all amounts owed by Partner.

6.4.  Partner Liability. In all cases of non-payment, Partner shall remain liable to LATAMSUL for: (a) all unpaid License fees plus accrued interest; (b) any fees, charges, or costs invoiced to LATAMSUL by the Manufacturer that LATAMSUL is unable to cancel or recover as a direct result of Partner’s late or non-payment, including but not limited to charges arising from annual License subscriptions that could not be reversed within the Manufacturer’s applicable cancellation window due to Partner’s failure to pay on time; and (c) any other costs reasonably incurred by LATAMSUL as a result of Partner’s default. Partner acknowledges that LATAMSUL’s ability to obtain refunds or credits from the Manufacturer is time-sensitive, and that delays in payment by Partner may result in LATAMSUL incurring non-recoverable upstream costs for which Partner shall be solely responsible.

6.5.  End User Impact. The following terms apply where License suspension or deactivation affects End Users whose accounts are provisioned under Partner’s account: (a) No LATAMSUL Liability to End Users: LATAMSUL is not a party to any agreement between Partner and its End Users. LATAMSUL shall have no liability whatsoever to any End User for interruption, suspension, or termination of service resulting from Partner’s failure to meet its payment obligations under these Terms, regardless of whether such End User has pre-paid for services to Partner; (b) Partner Notification Obligation: Upon receiving a notice of default from LATAMSUL, Partner shall promptly notify its affected End Users of the potential service interruption and take all steps necessary to mitigate the impact on such End Users. Failure to do so shall be solely Partner’s responsibility; (c) Suspension Regardless of End User Payment Status: LATAMSUL’s right to suspend access to Partner’s account and all associated sub-accounts applies regardless of the payment status between Partner and its End Users. Any credit or claim that an End User may have as a result of service interruption shall be exclusively against Partner and not against LATAMSUL; (d) Partner Indemnification: Partner shall indemnify, defend, and hold harmless LATAMSUL from and against any claims, damages, losses, or expenses brought by any End User arising from a service interruption caused by Partner’s non-payment or default under these Terms; (e) Time-Sensitive Cancellation Window: Partner acknowledges that annual License subscriptions are subject to time-limited cancellation and refund windows imposed by the Manufacturer. If Partner’s failure to pay within the applicable payment period prevents LATAMSUL from cancelling a License order and obtaining a refund from the Manufacturer within such window, Partner shall be liable for the full cost of the non-refunded License subscription in addition to any other amounts owed, as further set out in Section 6.4.

7.  INTELLECTUAL PROPERTY

7.1.  Ownership. All intellectual property rights in and to Bria Enterprise, including patents, copyrights, trademarks, and trade secrets, are and shall remain the exclusive property of CounterPath Corporation / Alianza, Inc. or its licensors. Nothing in these Terms transfers any ownership of intellectual property to Partner.

7.2.  Trademark Use. Partner may use LATAMSUL’s and the Manufacturer’s trademarks, trade names, and logos solely for the purpose of marketing and promoting Bria Enterprise Licenses in accordance with these Terms and any brand guidelines provided by LATAMSUL or the Manufacturer. Such usage rights terminate upon expiration or termination of Partner’s enrollment in the Program.

7.3.  Restrictions. Partner shall not modify, reverse engineer, decompile, disassemble, or create derivative works based on the Bria Enterprise software.

8.  CONFIDENTIALITY

8.1.  Obligations. Each party agrees to hold all Confidential Information of the other party in strict confidence and to use it solely for the purposes of performing its obligations under these Terms. Each party shall protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

8.2.  Pricing Confidentiality. Partner acknowledges that the Partner Pricing Schedule constitutes Confidential Information of LATAMSUL and shall not be disclosed to any third party, including End Users, without LATAMSUL’s prior written consent.

8.3.  Exceptions. Confidentiality obligations do not apply to information that: (a) is or becomes publicly known through no breach of these Terms; (b) was rightfully known to the receiving party prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is required to be disclosed by applicable law or court order, provided the disclosing party is given prompt prior written notice where legally permissible.

8.4.  Survival. Confidentiality obligations survive expiration or termination of Partner’s enrollment for a period of three (3) years.

9.  TERM AND TERMINATION

9.1.  Term. These Terms shall remain in effect from the date of Partner’s enrollment and shall continue for successive one (1) year periods unless terminated as provided herein.

9.2.  Termination for Convenience. Either party may terminate Partner’s enrollment in the Program at any time without cause upon sixty (60) days prior written notice to the other party.

9.3.  Termination for Cause. LATAMSUL may terminate Partner’s enrollment upon written notice in the following circumstances: (a) Financial Default: if Partner fails to remit any amount due under these Terms and such failure remains uncured for ten (10) days following written notice of default, LATAMSUL may terminate immediately upon expiry of such ten (10) day period; (b) Other Material Breach: if Partner materially breaches any non-financial provision of these Terms and fails to cure such breach within thirty (30) days after receiving written notice thereof; (c) Insolvency: if Partner becomes insolvent, files for bankruptcy, or makes a general assignment for the benefit of creditors, LATAMSUL may terminate immediately upon written notice; or (d) Misconduct: if Partner engages in unlawful conduct or misconduct that demonstrably causes material harm to LATAMSUL’s or the Manufacturer’s reputation or business, LATAMSUL may terminate immediately upon written notice.

9.4.  Effect of Termination. Upon termination or expiration: (a) all rights granted to Partner hereunder shall immediately cease; (b) each party shall return or destroy all Confidential Information of the other party; (c) all outstanding payment obligations shall survive and become immediately due; and (d) provisions that by their nature survive termination shall do so, including Sections 6, 7, 8, 10, and 11.

9.5.  Continuity of Paid End User Licenses. The following rules apply to annual Licenses issued to End Users prior to the effective date of termination or expiration of Partner’s enrollment: (a) Guaranteed Continuity: Where Partner has fully paid LATAMSUL for an annual License, and LATAMSUL has in turn paid the Manufacturer for such License, the End User’s right to use the software shall be guaranteed by LATAMSUL through the natural expiration date of that License, regardless of the termination of Partner’s enrollment. The End User acquired a paid right of use for a defined period, and that right shall not be revoked by virtue of any commercial dispute between LATAMSUL and Partner; (b) Condition of Payment: The guarantee set forth in paragraph (a) applies exclusively to Licenses for which full payment has been received by LATAMSUL from Partner. If Partner collected payment from an End User but failed to remit the corresponding amount to LATAMSUL, LATAMSUL’s obligation to maintain the License is limited to the amounts actually received. LATAMSUL shall bear no responsibility for service interruptions resulting from Partner’s failure to pass on End User payments; (c) Post-Expiration: Upon the natural expiration of a License covered by this Section, and only after the effective date of termination or expiration of Partner’s enrollment, LATAMSUL may, at its sole discretion, offer the End User the option to renew directly with LATAMSUL or through an alternative partner. No obligation to renew through the terminated Partner shall exist; (d) Non-Solicitation During Active Enrollment: While Partner’s enrollment is active and Partner is in good standing with no outstanding payment defaults, LATAMSUL shall not directly contact or solicit Partner’s End Users for commercial purposes, including renewal offers, upselling, or product promotion. This restriction does not apply: (i) where an End User contacts LATAMSUL directly and independently; (ii) where Partner’s enrollment has been terminated or has expired; (iii) where Partner is in default under these Terms; or (iv) where LATAMSUL is required to contact an End User to maintain or restore service on technical or operational grounds; (e) Cooperation: Partner shall provide LATAMSUL with all information reasonably necessary to identify and maintain active End User Licenses following termination, including End User domain names, account administrator details, and License expiration dates.

10.  LIMITATION OF LIABILITY AND WARRANTIES

10.1.  Disclaimer. THE BRIA ENTERPRISE SOFTWARE IS PROVIDED “AS IS” BY THE MANUFACTURER. LATAMSUL MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, WITH RESPECT TO THE SOFTWARE. PARTNER SHALL RELY SOLELY ON THE MANUFACTURER’S WARRANTIES AND SUPPORT TERMS.

10.2.  Limitation. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.3.  Cap. EXCEPT FOR A PARTY’S FRAUD, GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY OBLIGATIONS, EACH PARTY’S TOTAL CUMULATIVE LIABILITY ARISING UNDER OR RELATED TO THESE TERMS SHALL NOT EXCEED THE TOTAL FEES PAID BY PARTNER TO LATAMSUL DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE CLAIM.

11.  GENERAL PROVISIONS

11.1.  Governing Law. These Terms shall be governed by and construed in accordance with the laws of the State of Florida, United States, without regard to its conflict of law principles. Any disputes shall be subject to the exclusive jurisdiction of the courts located in Orange County, Florida.

11.2.  Dispute Resolution. Prior to initiating any legal proceeding, the parties agree to attempt to resolve any dispute through good-faith negotiation for a period of thirty (30) days.

11.3.  Independent Contractors. The parties are independent contractors. Nothing in these Terms creates an employment, partnership, joint venture, franchise, or agency relationship between the parties.

11.4.  Assignment. Partner may not assign or transfer these Terms or any rights hereunder without LATAMSUL’s prior written consent. LATAMSUL may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its business assets.

11.5.  Amendments. LATAMSUL reserves the right to update these Terms upon thirty (30) days written notice to Partner. Partner’s continued participation in the Program following such notice constitutes acceptance of the updated Terms.

11.6.  Notices. All notices shall be in writing and delivered by email with confirmation of receipt, overnight courier, or certified mail to the addresses on file for each party.

11.7.  Force Majeure. Neither party shall be liable for failure or delay in performance resulting from events beyond its reasonable control, including acts of God, government actions, natural disasters, pandemics, or internet outages, provided prompt written notice is given.

11.8.  Entire Agreement. These Terms, together with any executed Partner Agreement and Partner Pricing Schedule, constitute the entire agreement between the parties with respect to the Program and supersede all prior negotiations and understandings.

11.9.  Severability. If any provision is held invalid or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force.

11.10.  Counterparts and Electronic Signatures. These Terms and any Partner Agreement may be executed in counterparts. Electronic signatures shall be deemed valid and binding.

11.11.  Language. These Terms are executed in English, which shall be the controlling language for all purposes.