JetPatch Reseller Terms

These JetPatch Reseller Terms (these “Reseller Terms”) govern the appointment of any entity (“Reseller”) authorized to market and sell the Solution and Maintenance and Support Services on behalf of Intigua Inc. d/b/a JetPatch (“Company” or “JetPatch”), whether such Reseller is appointed directly by Company or through an authorized JetPatch Distributor (“Distributor”). These Reseller Terms are posted at https://jetpatch.com/reseller-terms/ and are incorporated by reference into each Reseller Agreement, as defined below.

1. DEFINITIONS

“Approved Lead” means a potential Customer which has been registered with Company in accordance with the lead registration process applicable to the Reseller (directly with Company in the case of a Direct Reseller, or through Reseller’s Distributor in the case of a Channel Reseller).

“Channel Reseller” means a Reseller appointed by a Distributor under a written Reseller Agreement entered into with such Distributor, where Company has approved the Reseller in writing.

“Cloud Services” means any JetPatch cloud-based Solution offering, including but not limited to the PMaaS, which are offered to Resellers and Customers.

“Channel Boost Sale” means any deal generated by JetPatch’s inside sales team or marketing team which is then passed to a reseller or distributor for execution.

“Confidential Information” means all business, financial, technical, and other information of a party marked or designated as “confidential” or “proprietary”, or which due to its nature or under the circumstances of its disclosure the receiving party knows or has reason to know should be treated as confidential or proprietary. The Solution and all information disclosed by Company to Reseller in connection with the Solution shall be deemed Confidential Information of Company.

“Content” means information and data related to the Customer’s use of the Solution, the Customer’s network, systems, and software for which the Solution is used, and the Solution’s functions and processes.

“Customer” means a third-party individual, corporation, or other legal entity to which Company has granted, pursuant to the EULA, a license or subscription to use the Solution.

“Deal Protection Period” means the period applicable to an Approved Lead that commences on the date Company approves the lead registration and continues for the duration specified in the Reseller Agreement (or, if not specified, ninety (90) days), during which Company shall, subject to Reseller’s good-faith progression of the opportunity in accordance with Section 4(l): (a) not approve any subsequent registration of the same Customer opportunity by another reseller or distributor; (b) refrain from directly pursuing the same Customer opportunity through Company’s own direct sales team in a manner that would displace Reseller from the opportunity (other than as expressly permitted under any Named Account Reservations identified in the Reseller Agreement); and (c) honor any quotation issued to Reseller (or to Reseller’s Distributor on Reseller’s behalf) for such opportunity for the duration of such quotation’s stated validity period.

“Direct Reseller” means a Reseller appointed directly by Company under a written Reseller Agreement entered into with Company.

“Distributor” means an entity authorized in writing by Company to distribute the Solution and to appoint Resellers in a defined Territory under a JetPatch Distributor Agreement.

“Documentation” means the technical specifications, user guides, and tutorials associated with the Solution, as provided by Company.

“EULA” means the License and Services Agreement between Company and Customer, available at https://jetpatch.com/license-services-agreement/, as posted and updated by Company from time to time in accordance with Section 3.4 of the EULA (Versions of this Agreement).

“Intellectual Property Rights” means all rights, titles, and interests evidenced by or embodied in (i) all inventions, patents and patent applications; (ii) all trademarks, trade dress, trade names and service names, whether registered or not; (iii) all copyrightable works, author’s moral rights, performance rights, and database rights; (iv) all trade secrets; (v) all mask works and integrated circuit designs; (vi) all utility designs and industrial designs; and (vii) all other intangible proprietary rights.

“Maintenance and Support Services” means the provision of technical assistance and Solution updates, upgrades, and enhancements to Customers that subscribe to such supplementary services.

“Marketing Material” means materials related to promoting the acquisition of licenses to the Solution by prospective Customers, as provided to Reseller by Company or approved by Company.

“Marks” means all trademarks, service marks, logos, insignia, or other designations of source or origin, whether registered or not.

“Net Revenues” means any and all payments and other consideration payable by a Customer on account of any Reseller Sale or Channel Boost Sale, less refunds, returns, and applicable taxes.

“On-Premises Software” means any JetPatch Solution offering provided by Company in object code only for delivery and deployment on premises by or for Customers in accordance with the Documentation.

“Output Reports” means reports and data generated by the Solution and provided to the Customer.

“Reseller Agreement” means the written agreement between Reseller and Company (in the case of a Direct Reseller) or between Reseller and a Distributor (in the case of a Channel Reseller), pursuant to which Reseller is authorized to market and sell the Solution and Maintenance and Support Services and which incorporates these Reseller Terms by reference.

“Reseller Sale” means any provision of access and/or license to the Solution, or provision of Maintenance and Support Services, to an Approved Lead by Reseller pursuant to a Purchase Order hereunder.

“Reseller Services” means managed services offered by Reseller as a managed services provider (MSP) or managed security services provider (MSSP) to Customers as part of a comprehensive service offering provided by Reseller.

“Solution” means the JetPatch products and services subscribed by, licensed to, or otherwise made available to Customers, as listed and described in Exhibit B of the applicable Distributor Agreement (in the case of a Channel Reseller) or as Company makes generally available from time to time (in the case of a Direct Reseller), which, as of the effective date of these Reseller Terms, includes JetPatch’s patch management, agent management, endpoint management, AI agent governance and execution protection, and professional services offerings, and as may be delivered as On-Premises Software or Cloud Services, together with all related Documentation.

“Territory” means the geographic territory specified in the Reseller Agreement.

2. APPLICATION OF THESE RESELLER TERMS

(a) Incorporation by Reference. These Reseller Terms are incorporated by reference into, and form an integral part of, each Reseller Agreement. By executing a Reseller Agreement that incorporates these Reseller Terms (including by reference to https://jetpatch.com/reseller-terms/), Reseller acknowledges that Reseller has read, understood, and agreed to be bound by these Reseller Terms as posted at the above URL on the date of execution, and any subsequent updates made by Company in accordance with the Material Change provisions of these Reseller Terms.

(b) Uniform Application. These Reseller Terms apply uniformly to all Resellers, whether Direct Resellers (appointed directly by Company) or Channel Resellers (appointed by a Distributor with Company’s written approval). Where these Reseller Terms address a matter that differs depending on Reseller’s appointment type, the applicable rule is identified expressly.

(c) Updates to These Reseller Terms. Company may update these Reseller Terms from time to time in its reasonable discretion, in accordance with subsections (i) through (vii) below.

(i) Material Changes; Effective Date. For any update that materially increases Reseller’s obligations or materially decreases Reseller’s rights (a “Material Change”), Company shall make the updated Reseller Terms publicly available by posting them at the URL above (or such other URL as Company may designate from time to time) and indicating the effective date of the Material Change. Each Material Change shall become effective thirty (30) days after such posting unless an earlier effective date is required by applicable law. Posting at the URL constitutes definitive and sufficient notice of the Material Change for all purposes under these Reseller Terms.

(ii) Email Confirmation. As a courtesy and additional means of communication (but not as a precondition to the effectiveness of any Material Change), Company shall use reasonable efforts to send email notice of each Material Change to Reseller (in the case of a Direct Reseller) or to Reseller’s Distributor (in the case of a Channel Reseller) at the email address designated for Material Change notifications under the applicable Reseller Agreement or Distributor Agreement. In the case of a Channel Reseller, Reseller’s Distributor shall be responsible for prompt downstream forwarding of such email to Reseller.

(iii) Counterparty Obligations Regarding Notice Email. Reseller (and, where applicable, Reseller’s Distributor) shall designate, maintain, and promptly update a current email address for receipt of Material Change notifications under this Section. Failure by Reseller (or its Distributor) to designate a current email address, to update such email address, or to receive emails sent thereto (whether due to spam filtering, mailbox capacity, technical failure, or any other cause) shall be at Reseller’s (or its Distributor’s) sole risk and shall not affect the effectiveness of any Material Change. Company’s posting of an updated version of these Reseller Terms at the URL constitutes notice, and the Material Change becomes effective thirty (30) days after such posting regardless of whether email confirmation is sent, received, or read.

(iv) Non-Material Updates. For non-material updates (such as clarifications, formatting, or updates to reflect changes in applicable law that do not materially increase Reseller’s obligations), updates take effect upon posting at the URL.

(v) Acceptance Through Continued Performance. Reseller’s continued performance under the Reseller Agreement following the effective date of any update constitutes acceptance of the updated Reseller Terms.

(vi) Reseller’s Right to Terminate Upon Material Change. If Reseller does not accept a Material Change, Reseller may terminate its Reseller Agreement by written notice to Company (in the case of a Direct Reseller) or to its Distributor (in the case of a Channel Reseller) given prior to the effective date of the Material Change, and Company shall continue to honor all Approved Leads registered and in good standing as of the date of such notice for the remainder of the applicable Deal Protection Period.

(vii) Section 27 Inapplicable. Notice of a Material Change under this Section 2(c) shall not be required to follow the formalities of Section 27 (Notices); the email and URL posting mechanism in this Section 2(c) constitutes a complete and self-contained notice mechanism for Material Changes and other updates to these Reseller Terms.

(d) Order of Precedence. In the event of a conflict between these Reseller Terms and the Reseller Agreement, the Reseller Agreement shall control with respect to deal-specific commercial terms (including Territory, target tiers, registration channels, contact addresses, and signature parties), and these Reseller Terms shall control with respect to substantive obligations, restrictions, and compliance matters.

3. APPOINTMENT AND GRANT OF RIGHTS

Subject to these Reseller Terms, the Reseller Agreement, and payment of all applicable fees, Company hereby grants Reseller, and Reseller hereby accepts, a limited, non-exclusive, non-transferable, revocable, non-sublicensable (except to authorized Customers) right during the term of the Reseller Agreement to:

(a) market and offer the Solution and Maintenance and Support Services only to Customers which reside and conduct business in the Territory;

(b) use the Marketing Materials strictly for the purpose of marketing and offering the Solution to prospective Customers as permitted by the Reseller Agreement and these Reseller Terms;

(c) install, use, and run the On-Premises Software on Customers’ systems as part of the Reseller Services, subject to and in accordance with the EULA; and

(d) access and use the Cloud Services on behalf of Customers as part of the Reseller Services, subject to and in accordance with the EULA.

4. RESELLER’S OBLIGATIONS

(a) Reseller will make best commercial efforts to vigorously and proactively seek prospective Customers in the Territory and to facilitate communications, exchange information, and set meetings as necessary to market the Solution and subscribe Customers to Maintenance and Support Services where applicable.

(b) Reseller shall ensure that each Customer accepts the EULA electronically or by executing an order form or agreement that incorporates the EULA before any use of the Solution. Reseller shall not take any action that allows a Customer to obtain access to the Solution without accepting the EULA. Reseller shall notify Company immediately if it learns of any breach of the EULA by a Customer. Any use of the Solution by Reseller shall also be subject to the EULA.

(c) Updates to the EULA take effect in accordance with Section 3.4 of the EULA (Versions of this Agreement). The version of the EULA in effect on the date a Customer accepts continues to govern that Customer’s use of the Solution for the entirety of the then-current subscription term, regardless of any subsequently posted version. Subsequently posted versions apply automatically upon renewal of such Customer’s subscription term in accordance with Section 3.4(c) of the EULA. Reseller shall not represent to any Customer that mid-term re-acceptance of the EULA is required, and shall not condition Customer’s continued use of the Solution on any such re-acceptance.

(d) Reseller shall mutually cooperate with Company in good faith in connection with the marketing and sale of the Solution and Maintenance and Support Services, including by providing Company with such information reasonably requested and participating in periodic meetings, seminars, and other events reasonably requested by Company.

(e) Reseller shall submit quarterly written reports detailing the number of Reseller Sales and/or Channel Boost Sales and Net Revenues received in connection therewith, in such form as Company may reasonably specify. For Channel Resellers, such reports may be delivered through Distributor in accordance with the Reseller Agreement.

(f) Reseller shall satisfy the milestones and other targets set forth in the Reseller Agreement.

(g) Reseller will train, dedicate, and maintain a sufficient number of highly qualified sales and support personnel to perform its obligations under the Reseller Agreement and these Reseller Terms.

(h) Reseller will conduct its business activities in a manner that (i) reflects favorably at all times on the goodwill and reputation of Company, its products and services, and the Solution; and (ii) is not misleading or deceptive of Reseller’s role under the Reseller Agreement and these Reseller Terms.

(i) Other than the rights expressly granted herein, no other rights, interest, or license whatsoever are transferred or granted, whether express or implied, to Reseller. Reseller must not act in any manner that might impose liabilities, duties, or obligations on Company, including by (i) committing to an undertaking that is binding upon Company; or (ii) making any representations, warranties, or guarantees concerning Company, the Solution, or its capabilities that are false or misleading or that go beyond those made by Company in the Reseller Agreement, the Documentation, or the Marketing Materials.

(j) Reseller acknowledges that, except as expressly provided otherwise, it is responsible for lawfully procuring and maintaining, at its sole cost and expense, all equipment, devices, software, licenses, permits, and regulatory authorizations required for it to perform its obligations and Reseller Services.

(k) Reseller will make best commercial efforts to ensure that prospective Customers do not attempt to reverse engineer or use the Solution for the purpose of identifying vulnerabilities or flaws in the Solution. Reseller will immediately report to Company any fraudulent or unauthorized activity by prospective Customers or Customers.

(l) Lead Registration; Deal Protection. The lead registration process and Deal Protection Period operate as set forth in subsections (i) through (vi) below.

(i) Registration Process. Reseller shall register all leads for potential Customers as follows: (1) Direct Resellers shall register leads directly with Company in accordance with the Reseller Agreement and Company’s then-current lead registration process (which is administered through [email protected] or such other process as Company may designate); and (2) Channel Resellers shall register leads with their Distributor, which shall in turn register such leads with Company.

(ii) Required Information. Each lead registration request shall include the following: (a) Customer Information: (i) company legal name; (ii) full company address; (iii) for the most senior Customer project owner of the opportunity: full name, title, email, mobile phone, and (optionally) WhatsApp or other preferred messaging channel; and (iv) project name. (b) Project Sizing: the estimated number of (i) servers, (ii) endpoints, (iii) agents, and (iv) third-party applications in scope. (c) Forecast: (i) forecasted close date and (ii) forecasted deal amount. (d) Reseller Account Information: for the most senior account contact at Reseller: full name, title, full address, email, mobile phone, and (optionally) WhatsApp or other preferred messaging channel. (e) Competitive Intelligence: identified competing vendor(s) under consideration, if known. The applicable Reseller Agreement (in the case of a Direct Reseller) or Distributor Agreement Exhibit A (in the case of a Channel Reseller submitting through its Distributor) may specify additional or more detailed required fields, all of which shall be deemed incorporated into this subsection (ii). Personal contact information collected under this subsection shall be processed by the parties solely for the purposes of administering this Section 4(l) and otherwise in accordance with Section 21 (Data Protection).

(iii) Approval and Deal Protection Period. Upon Company’s written approval of a lead registration, the registered lead becomes an Approved Lead and Reseller is entitled to the Deal Protection Period applicable to such Approved Lead, subject to the conditions in subsections (iv) through (vi) below.

(iv) Good-Faith Progression Requirement. Reseller shall progress each Approved Lead in good faith. To maintain Deal Protection, Reseller shall provide a written monthly forecast update on the cadence and in the form set forth in the applicable Reseller Agreement (in the case of a Direct Reseller) or Distributor Agreement Exhibit A (in the case of a Channel Reseller, with such forecast input being delivered to Reseller’s Distributor for consolidation and submission). At a minimum, each monthly forecast update shall include: account name; forecasted deal amount; estimated number of servers, endpoints, agents, and third-party applications in scope; forecasted close date; risks to the deal; identified competing vendor(s); proof-of-concept (POC) start date and forecasted POC completion date if a POC is in progress (or “N/A” if no POC); and deal-progression notes since the prior forecast. In addition, Reseller shall respond to any reasonable ad-hoc request from Company (or Distributor, in the case of a Channel Reseller) for status updates within ten (10) business days. If Reseller (1) fails to submit a complete and timely monthly forecast update, (2) fails to provide requested ad-hoc updates within ten (10) business days of request, (3) fails to engage substantively with the Customer for a continuous period of forty-five (45) days, or (4) formally declines to pursue the opportunity, Company may, upon written notice, declare the Approved Lead inactive, terminate the Deal Protection Period, and reassign the opportunity.

(v) Extension. Reseller may request a single extension of the Deal Protection Period upon a written showing of good-faith progression and reasonable likelihood of closure within the extension period. Company’s decision on any extension request shall be made in good faith and in its reasonable discretion.

(vi) Named Account Reservations. Notwithstanding any Approved Lead, Company reserves the right to identify in writing certain named Customer accounts that are reserved for Company’s direct sales team or for specific other channel partners, and any such Named Account Reservations supersede the Deal Protection Period for those accounts.

(vii) Customer-Directed Disengagement of Reseller. Notwithstanding subsection (b) of the definition of Deal Protection Period, if a Customer (or prospective Customer) of an Approved Lead affirmatively directs Company in writing (including in writing confirming a verbal decision) that Customer wishes to engage with Company directly rather than through Reseller, Company may, after making good-faith efforts to preserve Reseller’s role in the opportunity, proceed to engage with such Customer directly without breaching the Deal Protection Period. For the avoidance of doubt, Customer’s directive under this subsection (vii) includes (without limitation) Customer’s exercise of its right to engage Company directly under Section 3.5(e) of the License and Services Agreement. The following conditions and consequences apply:

(1) Documentation requirement. Company shall document the Customer’s directive (whether by email confirmation, meeting notes, or other written record) and shall, upon Reseller’s reasonable request, provide Reseller with a written summary describing the Customer’s stated reasons (without disclosing Customer-confidential information) and confirming Company’s good-faith effort to preserve Reseller’s role.

(2) Reseller notification. Company shall notify Reseller (in the case of a Direct Reseller) or Reseller’s Distributor (in the case of a Channel Reseller) of the Customer’s directive within ten (10) business days of receipt thereof.

(3) Discretionary referral acknowledgment. While Reseller shall have no automatic right to compensation in respect of an opportunity for which the Customer has directed disengagement of Reseller, Company may, in its reasonable discretion and on a case-by-case basis, recognize Reseller’s lead-generation contribution through a discretionary referral acknowledgment, the form and amount of which shall be determined by Company. Nothing in this subsection (vii) shall create a contractual entitlement to any such referral acknowledgment.

(4) Anti-abuse safeguard. This subsection (vii) shall not apply, and the Deal Protection Period shall continue in full force, if Reseller can demonstrate by reasonable evidence that Company solicited, encouraged, or facilitated the Customer’s directive in a manner inconsistent with Company’s good-faith obligation to preserve Reseller’s role. In the event of a dispute under this paragraph, Company shall provide reasonable cooperation in good faith to resolve the matter, including making available the documentation required under paragraph (1).

(5) Continued application of channel discipline. For the avoidance of doubt, this subsection (vii) addresses Customer-directed disengagement only. Reseller’s obligations under Section 4(m) (Channel Discipline) continue to apply, and Reseller shall not solicit, encourage, or facilitate a Customer’s directive under this subsection (vii) for the purpose of bypassing or terminating its appointment under the Reseller Agreement.

(m) Channel Discipline (Channel Resellers Only). If Reseller is a Channel Reseller, Reseller shall direct all quote requests, lead and deal registrations, pricing negotiations, discount or special-terms requests, and other commercial discussions concerning the Solution and Maintenance and Support Services exclusively through its Distributor. Reseller shall not request a quote, register a deal, negotiate pricing, or initiate commercial discussions directly with Company. For the avoidance of doubt, a Customer’s independent contact with Company (such as for security review, due diligence, or technical evaluation) shall not constitute a violation by Reseller of this Section.

(n) Cooperation with Marketing Use of Reseller’s Marks. Upon Company’s request, Reseller shall provide Company with current high-resolution logo files and any approved-use guidelines applicable to Reseller’s Marks to support Company’s authorized use under Section 13.

5. CONTRACTUAL RELATIONSHIP WITH CUSTOMERS

Reseller will not demonstrate the Solution to a Customer (or prospective Customer), grant a Customer a license to use the Solution, or otherwise facilitate a Customer’s use of the Solution, unless Reseller first binds the Customer to the EULA, provided that if such demonstration is made on Reseller’s computers solely for evaluation purposes, this precondition shall not apply.

6. INTEGRATION, MAINTENANCE AND SUPPORT

(a) Where applicable, Reseller will fully and properly deploy, install, configure, and integrate the Solution, either as On-Premises Software or as part of a Cloud Services offering.

(b) The parties will provide support to Customers as set forth in the Service Level Agreement (the “SLA”), which is incorporated by reference and available at https://jetpatch.com/license-services-agreement/. With respect to Reseller Services and any Maintenance and Support Services provided by Reseller, Reseller shall assume sole and full responsibility for all consequences resulting from acts or omissions associated with the provision of such services to Customers.

(c) Reseller will dedicate and maintain a sufficient number of highly qualified technical personnel to provide prompt, efficient, and effective support to Customers for their inquiries and reported Solution errors or malfunctions (each, an “Inquiry”), using their best judgment and proficiency at all times.

(d) If Reseller’s support efforts do not resolve the Inquiry to the Customer’s satisfaction, Reseller shall escalate the Inquiry to Company (in the case of a Direct Reseller) or to its Distributor (in the case of a Channel Reseller, which shall escalate to Company per the JetPatch Distributor Agreement), who shall then provide enhanced troubleshooting per the SLA, provided that the applicable fees were paid in respect of the Solution.

(e) When escalating an Inquiry, Reseller must provide all information at its disposal regarding the Inquiry and the efforts undertaken to resolve it, including all related records maintained by Reseller.

(f) For each Customer subscribed to Maintenance and Support Services, Company will provide periodic releases of updates, upgrades, enhancements, and corrections of errors and bugs in the Solution. Company shall determine the frequency and scope of such releases in its sole discretion.

(g) Company may remotely send and automatically install updates, upgrades, code modifications, enhancements, bug fixes, improvements, and any other form of code or settings changes in the Solution. Such installation may change the layout, design, or display of the Solution.

(h) Company may delete or discontinue the Solution or any component thereof distributed by Reseller, with such deletion or discontinuation becoming effective sixty (60) days after written notice. Such deletion or discontinuation shall not affect either party’s obligation under the then-valid Maintenance and Support Service agreements with Customers.

7. TRAINING

(a) Reseller shall appoint contact person(s) to receive training with respect to the sale of the Solution (the “Sales Training”).

(b) Subject to Reseller’s status under the Reseller Agreement (e.g., Gold or Platinum tier), Reseller may appoint contact person(s) to receive training on the use and operation of the Solution (the “Technical Training”, and together with the Sales Training, “Training”).

(c) Training shall be conducted remotely or at Company’s offices free of charge to Reseller. If Reseller requires Training at its own location or remotely, Company may provide such Training (at Company’s option) at Company’s then-prevailing training rates, including travel and incidental expenses. Reseller shall bear all traveling, accommodation, and incidental expenses of its contact person(s) attending any Training.

(d) Except as otherwise set forth, Reseller shall reimburse Company for any travel, accommodation, and incidental expenses incurred by Company if Reseller requests Company personnel to travel for the purpose of conducting Training.

8. MARKETING

(a) Subject to these Reseller Terms, during the term of the Reseller Agreement, Company shall provide Reseller with Marketing Materials from time to time, as determined in Company’s sole discretion.

(b) Subject to Reseller’s status under the Reseller Agreement, Company may publicize Reseller’s logo on Company’s website to identify Reseller as an authorized Reseller of the Solution, in such form and on such terms as determined by Company in its sole discretion. The license supporting such publication is set forth in Section 11. A Reseller may opt out of such public listing by providing written notice to Company at [email protected], in which case Company shall remove or omit Reseller’s public listing within a commercially reasonable period.

(c) Subject to Reseller’s status under the Reseller Agreement, at Reseller’s request, Company may provide Reseller with customized marketing campaigns and other marketing materials in such form and on such terms as determined by Company in its sole discretion. Reseller may also be entitled to apply for marketing funds from Company in connection with Reseller’s sale of the Solution, on such terms and conditions as determined by Company in its sole discretion.

(d) Subject to Reseller’s status under the Reseller Agreement, at Reseller’s request, Company may provide Reseller with NFR (not-for-resale) evaluation versions of the Solution for prospective Customers’ evaluation and use in a non-production environment, for a mutually agreed period and subject to such terms as determined by Company in its sole discretion.

9. RESTRICTIONS

(a) Without prejudice to any other right Company has under the Reseller Agreement, these Reseller Terms, or applicable law, Company may employ technological measures to detect and prevent fraudulent or unauthorized use of the Solution. In such an event, and subject to prior written notice of fourteen (14) days and allowing the Customer the opportunity to cure such breach, Company may revoke the Customer’s license to use the Solution, provided Company presents reasonable evidence demonstrating fraudulent or unauthorized use.

(b) Reseller may not modify or alter the Marketing Material provided by Company without Company’s express prior written approval.

(c) Reseller may not use the Solution for any activity that constitutes, or encourages conduct that would constitute, a criminal offense, give rise to civil liability, or otherwise violate any applicable law or industry standard, including any laws or regulations governing computer hacking, privacy, or export control.

(d) Reseller shall not use, and shall not permit others to use, the Solution for any purpose not specifically and explicitly permitted hereunder.

(e) Reseller shall not modify, amend, or otherwise negotiate Company’s EULA in a manner that would expand Company’s obligations or liability, or Customers’ use rights.

(f) Reseller shall not disclose, furnish, transfer, or otherwise make available the Solution in any form to any third party, except to Customers to the extent authorized by Company, and will not use, copy, reverse engineer, reverse compile, modify, or create derivative works of, tamper with, or grant any rights in, the Solution.

(g) Reseller shall not access or use the Cloud Services in order to develop, or to enable a third party to develop, a competing software or service to Company’s Cloud Services.

10. ANTI-CORRUPTION

Reseller shall, and shall ensure that its employees, agents, and subcontractors shall, comply at all times with all applicable anti-corruption and anti-bribery laws, including the U.S. Foreign Corrupt Practices Act (“FCPA”), the U.K. Bribery Act 2010, the OECD Convention on Combating Bribery of Foreign Public Officials, the Indian Prevention of Corruption Act 1988, the U.A.E. Federal Decree-Law No. 31 of 2021, the Pakistan National Accountability Ordinance 1999, and any equivalent or analogous laws in the Territory or any other jurisdiction in which Reseller operates (collectively, “Anti-Corruption Laws”).

Without limiting the foregoing, Reseller shall not, directly or indirectly, offer, promise, give, accept, or authorize the giving or receipt of any money, gift, facilitation payment, or anything of value to or from: (i) any government official, employee or representative of any government, government-controlled entity, state-owned enterprise, public international organization, candidate for political office, political party, or member of a royal family; or (ii) any other person or entity, in each case for the purpose of influencing any act or decision in such person’s official or business capacity, inducing them to act in violation of any lawful duty, securing any improper advantage, or inducing them to use their influence to affect any government decision.

Reseller shall maintain accurate books, records, and accounts that reflect, in reasonable detail, all transactions and dispositions of assets relating to its activities under the Reseller Agreement and these Reseller Terms, and shall maintain reasonable internal controls to prevent violations of Anti-Corruption Laws. Upon Company’s reasonable request, Reseller shall provide Company with a written certification, signed by an authorized officer, certifying compliance with this Section. Any breach of this Section shall constitute a material breach entitling Company (in the case of a Direct Reseller) or its Distributor (in the case of a Channel Reseller) to terminate the Reseller Agreement immediately without cure period, and Reseller shall indemnify Company against any losses, fines, penalties, costs, or damages (including reasonable attorneys’ fees and government investigation costs) arising from such breach.

11. EXPORT CONTROL AND SANCTIONS

Reseller acknowledges that the Solution and related technical data may be subject to export control laws and economic sanctions administered by various governments, including the U.S. Export Administration Regulations (“EAR”); the International Traffic in Arms Regulations (“ITAR”) to the extent applicable; sanctions and embargoes administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”); export controls and sanctions of the United Kingdom, European Union, and United Nations; and any analogous laws of any jurisdiction in the Territory (collectively, “Trade Laws”).

Reseller shall, and shall ensure that its employees, agents, and Customers shall, comply at all times with all applicable Trade Laws. Without limiting the foregoing, Reseller shall not, directly or indirectly, market, sell, license, deploy, support, transfer, re-export, or otherwise make available the Solution or any related technical data: (a) to any country, region, or territory subject to comprehensive U.S., U.K., E.U., or U.N. sanctions or embargoes from time to time, including without limitation Cuba, Iran, North Korea, Syria, the Crimea region, and the so-called Donetsk People’s Republic and Luhansk People’s Republic regions of Ukraine; (b) to any person or entity included on the U.S. Department of the Treasury’s List of Specially Designated Nationals and Blocked Persons (the “SDN List”), the U.S. Department of Commerce Entity List or Denied Persons List, the U.K. Consolidated List of Financial Sanctions Targets, the E.U. Consolidated List, or any analogous restricted-party list maintained by any government; (c) for any prohibited end-use, including any military, intelligence, nuclear, chemical, biological, missile, or other weapons-of-mass-destruction-related end-use, except where authorized by valid government license; or (d) to any person or entity that Reseller knows or reasonably should know intends to re-export, retransfer, or redistribute the Solution in violation of any Trade Law.

Reseller shall, prior to any sale, license, or other transfer of the Solution, conduct restricted-party screening of all prospective Customers and counterparties against applicable restricted-party lists, and shall maintain records of such screening for at least five (5) years. Upon Company’s reasonable request, Reseller shall provide Company with copies of such records and a written certification of compliance. Any breach of this Section shall constitute a material breach entitling Company (or, in the case of a Channel Reseller, the Distributor) to terminate the Reseller Agreement immediately without cure period, and Reseller shall indemnify Company against any losses, fines, penalties, costs, or damages arising from such breach.

12. PRICING MECHANISM

(a) Quoted Price; Floor Pricing. For each prospective registered and approved Customer opportunity, Reseller will receive a written quotation stating the price at which Reseller may purchase the Solution and Maintenance and Support Services for resale to the Customer (the “Reseller Purchase Price”). For Direct Resellers, the Reseller Purchase Price is quoted by Company. For Channel Resellers, the Reseller Purchase Price is quoted by Reseller’s Distributor (and reflects the Distributor’s commercial arrangement with Company). The Reseller Purchase Price represents the fee due to Reseller’s upstream party (Company or Distributor, as applicable) and may vary by opportunity based on scope, term, and commercial considerations.

(b) Customer Purchase Price. Reseller shall be solely responsible for setting the price at which the Solution and Maintenance and Support Services are sold to the end Customer (the “Customer Purchase Price”). Reseller may mark up the Reseller Purchase Price at its discretion. The difference between the Reseller Purchase Price and the Customer Purchase Price shall be retained by Reseller as compensation for its sales, implementation, and support activities.

(c) Pricing Floor. Notwithstanding the foregoing, Reseller shall not quote, market, offer, sell, license, or otherwise transfer the Solution or Maintenance and Support Services to any Customer at a Customer Purchase Price below the applicable Reseller Purchase Price. Any discount below the Reseller Purchase Price (i.e., any sale that would reduce the upstream party’s revenue on the transaction below the Reseller Purchase Price) must be approved in writing by Company in advance. Reseller shall not represent or offer Company’s list pricing or discounting terms to any Customer other than as expressly authorized.

(d) Reference to List Pricing. Although Reseller retains discretion to set the Customer Purchase Price above the Reseller Purchase Price, Reseller shall use commercially reasonable efforts to ensure that the Customer Purchase Price for the Solution subscription (which, as quoted to Reseller, includes Company’s standard Maintenance and Support Services) does not exceed Company’s then-current published list price for the applicable subscription, except (i) where the Customer Purchase Price reflects bona fide local-market factors such as taxes, currency conversion, or required regulatory compliance costs, or (ii) where Reseller has consulted with Company (or Distributor, in the case of a Channel Reseller) in advance regarding the proposed pricing.

(e) No Bundling of Reseller Services into Subscription Pricing. Any professional services, implementation services, training, customization, managed services, premium or enhanced support beyond Company’s standard Maintenance and Support Services, or other services offered by Reseller (collectively, “Reseller-Provided Services”) shall be quoted, invoiced, and billed to the Customer as separate line items, distinct from the Customer Purchase Price for the Solution subscription. Reseller shall not bundle, combine, embed, or otherwise present any Reseller-Provided Services as part of, or as included within, the Customer Purchase Price for the Solution subscription. Each Customer quotation, order form, and invoice shall clearly identify (a) the Solution subscription fee (which is inclusive of Company’s standard Maintenance and Support Services as quoted), and (b) any Reseller-Provided Services fee, each as separate and identifiable amounts. Upon Company’s reasonable request, Reseller shall provide copies of Customer-facing quotations, order forms, or invoices to verify compliance.

(f) No Markup on Company-Provided Services. From time to time, Company may, at the Customer’s request and on terms quoted directly by Company, provide professional services, implementation services, training, customization, premium support, or other services to Customers in connection with the Solution (“Company Services”). For any Company Services quoted to or for a Customer, Reseller shall not mark up, increase, or otherwise alter the price quoted by Company. Company Services shall be passed through to the Customer at the price quoted by Company, identified as a separate line item on any Customer-facing quotation or invoice, and any payment received by Reseller in respect of Company Services shall be remitted to Company in accordance with the payment terms applicable under the Reseller Agreement.

(g) Order and Acceptance. All orders submitted by Reseller shall be initiated by written purchase order referencing the applicable quotation, sent to Reseller’s upstream party (Company in the case of a Direct Reseller, Distributor in the case of a Channel Reseller). No order shall be binding unless and until acknowledged in writing as accepted.

(h) Payments; Currency. Payments by Reseller (and any refunds, credits, or other amounts payable to Reseller, if any) under the Reseller Agreement shall be denominated and paid in United States Dollars (USD), unless otherwise expressly agreed in writing. Reseller bears all foreign-exchange risk and currency-conversion costs, and bank transfer fees, intermediary bank charges, wire fees, and any similar charges shall be borne by Reseller, with the amount received by the upstream party being the full invoiced amount in USD net of all such charges.

(i) Late Payments. Overdue fees will accrue interest at the rate of one and a half percent (1.50%) per month or part thereof (or the maximum rate permitted by applicable law, if lower), cumulative monthly, on the total amount of fees owed from the due date until the date of actual payment.

(j) Taxes; Withholding. All amounts payable by Reseller are exclusive of, and Reseller shall be solely responsible for, any and all taxes, duties, levies, charges, governmental fees, or assessments imposed by any government or governmental authority (including value-added tax, goods-and-services tax, sales tax, withholding tax, equalization levies, digital services taxes, and any analogous taxes), other than taxes imposed solely on Company’s (or Distributor’s, as applicable) net income. If any applicable law requires Reseller to withhold or deduct any amount from a payment, Reseller shall gross up such payment so that the upstream party receives the full amount it would have received absent such withholding, and Reseller shall provide receipts and documentation sufficient to support foreign tax credits or treaty benefits. Reseller shall obtain and maintain all required foreign-exchange clearances (including any approvals required from the State Bank of Pakistan, the Reserve Bank of India, the Central Bank of the U.A.E., or analogous central banks) and tax registrations at its sole cost and expense.

(k) No Set-Off. Reseller may not set off any payment from any fees due to its upstream party without express, prior, written consent.

(l) Audit. During the term of the Reseller Agreement and for one (1) calendar year thereafter, Reseller shall keep complete and accurate books and records relating to the marketing, sale, distribution, deployment, and support of the Solution. Once each calendar year during such period, Company may audit (or cause an audit to be made), at its expense, of the applicable books and records to verify compliance with the Reseller Agreement and these Reseller Terms. Audits shall be conducted during regular business hours on at least seven (7) calendar days’ notice, in a manner that does not unreasonably interfere with Reseller’s operations. Any underpayment of fees shall be paid promptly; if any underpayment exceeds five percent (5%), Reseller shall also reimburse Company’s reasonable audit costs.

(m) Minimum Order Value. Notwithstanding any other provision of these Reseller Terms, Company shall not be obligated to accept any new Customer order submitted by Reseller (or, in the case of a Channel Reseller, by Reseller’s Distributor on Reseller’s behalf) with a total annual contract value of less than US$3,000 (the “Minimum Order Value”), regardless of the number of licenses, seats, agents, endpoints, or other units of the Solution involved. The Minimum Order Value applies only to orders for new Customer subscriptions (i.e., for prospective Customers that are not existing Customers of Company at the time of order submission); it does not apply to renewals, extensions, or expansion orders for existing Customer subscriptions, except as Company may otherwise specify in writing. Company may waive or modify the Minimum Order Value on a case-by-case basis in its sole discretion in writing.

13. INTELLECTUAL PROPERTY

(a) All Intellectual Property Rights, title, and interest in and to the Solution and any associated goodwill are owned by or licensed to Company. Other than what is expressly granted by these Reseller Terms and the Reseller Agreement, Company does not grant any other rights to patents, copyrights, trademarks (whether registered or unregistered), trade names, trade secrets, domain names, or any other rights, functions, licenses, or content with respect to the Solution.

(b) Nothing in these Reseller Terms or the Reseller Agreement constitutes a waiver of Company’s Intellectual Property Rights under any law. The licenses and subscriptions for the Solution granted hereunder give Reseller (and anyone on its behalf) only a limited right to use the Solution, but do not constitute a sale of the Solution.

(c) Any use of the Solution in violation of the limited license or restrictions imposed in these Reseller Terms or the Reseller Agreement may result in revocation of the license and may expose Reseller or the Customer (or both) to claims for damages. If Company determines that the Solution has been used in violation, Reseller, the Customer, or both (whichever has committed the violation) shall, at Company’s request, compensate Company for each month or part thereof during which the violation was committed in an amount equal to five (5) times the fee that the Customer (or Customers) with which the violation is associated have paid. Payment of this liability fee does not derogate from Company’s right to seek other remedies. The parties agree the above amount constitutes a reasonable approximation of damages Company is likely to suffer.

(d) Reseller agrees to take all reasonable steps to prevent unauthorized copying, use, or disclosure of the Solution.

(e) Reseller shall not remove, obscure, or alter any of Company’s Marks or other proprietary notices incorporated in, marked on, or affixed to the Marketing Material or the Solution.

(f) License of Company’s Marks to Reseller. Subject to these Reseller Terms and the Reseller Agreement, Company hereby grants Reseller a non-exclusive, revocable, non-transferable, royalty-free license, limited to the Territory, without the right to sublicense, to use Company’s Marks in order to market and promote the Solution as contemplated by the Reseller Agreement. Reseller agrees to state on all materials using the Marks that such Marks are trademarks of Company and to include the appropriate trademark symbol. Except for Marketing Material provided by Company, Reseller will provide Company with samples of materials containing Company’s Marks prior to public use, distribution, or display, and obtain Company’s approval before such use.

(g) License of Reseller’s Marks to Company; Website Listing. Subject to these Reseller Terms, Reseller hereby grants Company a worldwide, non-exclusive, revocable, non-transferable, royalty-free license, without the right to sublicense, to use Reseller’s Marks for the limited purpose of identifying Reseller as an authorized Reseller of the Solution, including by listing Reseller on Company’s website, in Company’s partner directory, and in Company’s marketing materials. This license terminates when the Reseller Agreement terminates. Such marketing listing shall apply by default; Reseller may opt out of public listing by providing written notice to Company at [email protected], in which case Company shall remove or omit Reseller’s public listing within a commercially reasonable period.

(h) All goodwill arising out of any use of a party’s Marks by the other party shall inure solely to the benefit of the proprietor party. Each party agrees not to engage in any activity that dilutes, diminishes, or tarnishes the image or reputation of the other party or its Marks.

(i) Reseller will not attempt to register trademarks, URLs, or social media accounts (including Twitter handles, Facebook pages) including or derived from Company’s trademarks, service marks, or product or feature names, without prior written authorization from Company.

14. REPRESENTATIONS

Each party represents and warrants to the other that: (a) it has all necessary rights, power, and authority to enter into the Reseller Agreement and perform its obligations hereunder; (b) it possesses the relevant business connections, skills, experience, and expertise necessary for its undertakings; (c) it will carry out its obligations with reasonable skill and care, in a timely and expedient manner, and in accordance with acceptable industry practices; and (d) it has no outstanding agreement or obligation that conflicts with any provision hereof or that would create a conflict of interest, and will not enter into any such conflicting agreement during the term.

15. LIMITED WARRANTY

(a) Company does not warrant that Reseller’s or any Customer’s use of the Solution will be error-free or uninterrupted. Company warrants that, during the term of the Reseller Agreement and subject to full and timely payment of fees for the corresponding Customer, Company will, at its own expense, as its sole obligation, and as Reseller’s and the Customer’s exclusive remedy: (i) maintain the Solution with periodic releases per Section 6; and (ii) make efforts to correct errors in the Solution reported to Company, and respond to Inquiries, per Section 6.

(b) EXCEPT AS EXPRESSLY SET FORTH HEREIN, COMPANY HEREBY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY OF THE OUTPUT REPORTS, SOLUTION, MAINTENANCE AND SUPPORT SERVICES, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. WITHOUT LIMITING THE FOREGOING, COMPANY SPECIFICALLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES THAT THE OUTPUT REPORTS, COMPANY’S MAINTENANCE AND SUPPORT SERVICES, OR THE SOLUTION WILL MEET RESELLER’S OR ANY CUSTOMER’S REQUIREMENTS OR FULFIL ANY OF THEIR NEEDS. TO THE EXTENT COMPANY MAY NOT, AS A MATTER OF APPLICABLE LAW, DISCLAIM ANY WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY SHALL BE THE MINIMUM PERMITTED UNDER SUCH LAW.

(c) Reseller acknowledges that the Solution offerings rely on network, infrastructure, hardware, and software partly managed by others. Company does not warrant that the Solution will operate uninterrupted or error-free. Such incidents will not be considered a breach, and Company shall be excused from performance to the extent prevented by acts of third parties or conditions beyond its reasonable control.

(d) Exclusions. Notwithstanding anything herein to the contrary, Company’s warranty obligations above and its Section 6 obligations shall not apply if: (i) non-performance was caused by acts or omissions of Reseller, the Customer, or anyone on their behalf, not compliant with the permitted use of the Solution; (ii) the Solution has been modified, repaired, or altered by anyone other than Company or Reseller (where Reseller was permitted in writing by Company), or customizations were developed without Company’s prior written approval; or (iii) the Solution has been combined with, or installed on, irregular software or equipment not authorized by Company.

16. INSURANCE

During the term of the Reseller Agreement and for two (2) years following any expiration or termination, Reseller shall, at its sole cost and expense, maintain in full force and effect insurance coverage with reputable insurers having a minimum A.M. Best rating of A- or equivalent, including: (a) Commercial General Liability insurance with limits of not less than US$1,000,000 per occurrence and US$2,000,000 in the aggregate; (b) Professional Liability / Technology Errors & Omissions insurance with limits of not less than US$2,000,000 per claim and in the aggregate; (c) Cyber Liability insurance with limits of not less than US$2,000,000 per claim and in the aggregate; and (d) Workers’ Compensation or analogous statutory insurance as required by law in each jurisdiction in which Reseller operates, plus Employer’s Liability with limits of not less than US$1,000,000.

Upon Company’s reasonable request, Reseller shall provide Company with certificates of insurance evidencing the foregoing coverage. Reseller shall provide at least thirty (30) days’ prior written notice of any cancellation or material reduction in coverage. Reseller’s obligations under this Section are independent of, and shall not limit, Reseller’s indemnification or other obligations.

17. INFORMATION SECURITY

Reseller shall implement and maintain a written information security program containing administrative, technical, and physical safeguards designed to (i) ensure the security and confidentiality of information received from or on behalf of Company and Customers; (ii) protect against anticipated threats or hazards; and (iii) protect against unauthorized access, use, disclosure, alteration, loss, or destruction of such information.

At a minimum, Reseller’s information security program shall: (a) be aligned with recognized industry standards such as ISO/IEC 27001, SOC 2, or the NIST Cybersecurity Framework; (b) include access controls based on the principle of least privilege, with multi-factor authentication for remote and privileged access; (c) include encryption of data in transit (using TLS 1.2 or higher) and at rest (using AES-256 or equivalent); (d) include secure configuration, vulnerability management, and timely patch application; (e) include logging, monitoring, and incident detection capabilities; (f) include a documented incident response plan; (g) include security awareness training; (h) include vetting and contractual flow-down obligations to subcontractors; and (i) be reviewed and updated at least annually.

Upon Company’s reasonable request (no more than once per calendar year, except in connection with an actual or suspected security incident), Reseller shall provide a summary of its information security program, the most recent third-party audit reports (such as SOC 2 Type II, ISO 27001 certification, or equivalent), and reasonable assurances of compliance. Reseller shall promptly, and in any event no later than seventy-two (72) hours, notify Company of any actual or reasonably suspected security incident affecting Company information, Customer information, or the Solution, and shall cooperate in good faith with Company’s investigation and remediation efforts.

18. LIMITATION OF LIABILITY

(a) IN NO EVENT WILL COMPANY BE LIABLE TO RESELLER, OR TO ANYONE ON RESELLER’S BEHALF, WITH RESPECT TO THE SUBJECT MATTER OF THE RESELLER AGREEMENT OR THESE RESELLER TERMS FOR ANY INDIRECT, SPECIAL, EXEMPLARY, STATUTORY, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES FOR LOSS OF DATA OR PROFITS, INABILITY TO USE THE SOLUTION, OR RELIANCE UPON THE OUTPUT REPORTS, WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR ANY BREACH OF SECTION 10, 11, 13, 16, 17, 19, 20, 21, OR 28, COMPANY’S ENTIRE LIABILITY ARISING FROM THE RESELLER AGREEMENT OR THESE RESELLER TERMS WILL NOT EXCEED AN AMOUNT EQUAL TO THE AGGREGATE FEES PAID BY RESELLER TO COMPANY (OR, IN THE CASE OF A CHANNEL RESELLER, BY RESELLER’S DISTRIBUTOR TO COMPANY IN RESPECT OF RESELLER’S TRANSACTIONS) IN THE 12 MONTHS PRECEDING THE EVENT PURPORTEDLY GIVING RISE TO THE LIABILITY. NOTWITHSTANDING THE FOREGOING, COMPANY’S AGGREGATE LIABILITY ARISING FROM ITS INDEMNIFICATION OBLIGATIONS UNDER SECTION 24(a) (COMPANY INDEMNITY) SHALL NOT EXCEED AN AMOUNT EQUAL TO THREE (3) TIMES THE AGGREGATE FEES PAID BY RESELLER TO COMPANY (OR, IN THE CASE OF A CHANNEL RESELLER, BY RESELLER’S DISTRIBUTOR TO COMPANY IN RESPECT OF RESELLER’S TRANSACTIONS) IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR ONE MILLION U.S. DOLLARS (US$1,000,000), WHICHEVER IS GREATER.

(b) Company’s sole liability and Reseller’s exclusive remedy for any claims regarding the Solution’s performance, availability, errors, or malfunctions is the performance of the Maintenance and Support Services per Section 6.

19. COMPLIANCE CERTIFICATIONS

On or before each anniversary of the effective date of the Reseller Agreement, Reseller shall provide Company with a written certification, signed by an authorized officer, certifying that as of the date of certification: (a) Reseller is in compliance in all material respects with its obligations under the Reseller Agreement and these Reseller Terms; (b) Reseller is in compliance with all applicable Anti-Corruption Laws as set forth in Section 10; (c) Reseller is in compliance with all applicable Trade Laws as set forth in Section 11 and has conducted required restricted-party screening; (d) Reseller maintains the insurance coverage required under Section 16 and the information security program required under Section 17; (e) Reseller is in compliance with applicable data protection laws and Section 21; and (f) no material breach, no government investigation involving Reseller arising from or relating to the activities contemplated hereunder, and no material adverse change in Reseller’s business affecting performance has occurred.

Reseller shall promptly notify Company in writing of any matter that would prevent Reseller from making such certification truthfully and completely. Failure to provide a timely and accurate certification, or providing a knowingly false certification, shall constitute a material breach.

20. CONFIDENTIALITY

(a) The parties acknowledge that Confidential Information is of a confidential and proprietary nature and shall remain at all times the property of the disclosing party.

(b) The parties undertake, during the term of the Reseller Agreement and at all times thereafter, to keep in strict confidence and not make any use of Confidential Information other than for the purposes of the Reseller Agreement and these Reseller Terms.

(c) Information will not be deemed Confidential Information if the receiving party can demonstrate with written documentation that such information: (i) was known prior to receipt without obligation of confidentiality; (ii) becomes known from a source other than one having an obligation of confidentiality to the disclosing party; (iii) becomes publicly known through no breach hereof; or (iv) is independently developed by the receiving party.

(d) The receiving party may disclose Confidential Information pursuant to applicable law, legal process, or government regulation, provided that (to the extent permitted by law) it gives the disclosing party reasonable prior notice.

(e) Confidential Information will not be disclosed to third parties other than as permitted hereunder. Either party may disclose to its employees, officers, and advisors with a bona fide need to know, who shall be bound by written confidentiality obligations of equal or greater force. The receiving party shall bear full responsibility for any harm caused by disclosure to such representatives.

(f) Upon the disclosing party’s request or termination of the Reseller Agreement, the receiving party shall erase or destroy any computer or data files containing Confidential Information.

(g) The receiving party acknowledges that unauthorized disclosure could cause irreparable harm, and the disclosing party shall have the right to obtain immediate injunctive relief without bond.

(h) Use of Content. In the course of operation, the Solution may transmit Content to Company. Company may use the Content to: (i) perform its obligations and improve and customize the Solution and Maintenance and Support Services; (ii) collect fees, conduct administrative activities, enforce the Reseller Agreement and these Reseller Terms, take action in disputes, and prevent fraud or misuse; (iii) comply with legal disclosure requirements (with prompt notice to the Customer where legally permitted); (iv) derive information and analyses of security issues from the Content in a manner that does not identify the Customer, and use such derived information for any purpose, including commercial purposes, without remuneration to the Customer and without negative impact to the Customer; and (v) aggregate and anonymize data (“Aggregated Data”) and use or disclose Aggregated Data, provided no individually identifiable information of Reseller or Customers can be derived.

(i) Company and Reseller will take precautions to maintain the confidentiality of the Content, accessing it only on a strict need-to-know basis.

21. DATA PROTECTION

Company’s collection, use, and protection of Personal Data in connection with the Reseller Agreement is governed by the JetPatch Privacy Policy, available at https://jetpatch.com/privacy-policy/ (as amended from time to time), which is incorporated herein by reference. For purposes of this Section, “Personal Data” has the meaning given under applicable data protection laws, including the EU General Data Protection Regulation, the UK GDPR, the California Consumer Privacy Act (as amended), the Indian Digital Personal Data Protection Act 2023, and analogous laws.

With respect to any Personal Data processed by Reseller in connection with the Reseller Agreement (including Personal Data of prospective Customers registered hereunder, Personal Data received from or on behalf of Company, and Personal Data processed in the course of performing Reseller Services), Reseller shall: (i) process such Personal Data solely for the purposes of performing its obligations and in compliance with applicable data protection laws; (ii) implement and maintain reasonable technical and organizational security measures appropriate to the nature of the Personal Data and the risks of processing; (iii) ensure that personnel authorized to process Personal Data are bound by written confidentiality obligations; (iv) notify Company without undue delay, and in any event no later than seventy-two (72) hours, after becoming aware of any breach of security leading to unauthorized access, disclosure, loss, or alteration of such Personal Data; (v) impose substantially equivalent obligations on any third party engaged to process such Personal Data on its behalf; and (vi) upon termination or expiration, or upon Company’s written request, return or securely delete such Personal Data, except to the extent retention is required by applicable law.

22. TERM AND TERMINATION

(a) These Reseller Terms apply throughout the term of the Reseller Agreement. Termination, expiration, or non-renewal of the Reseller Agreement (whether by Reseller, Company, or Distributor) shall terminate the application of these Reseller Terms to that Reseller, without prejudice to obligations that survive termination.

(b) In addition to any termination rights set forth in the Reseller Agreement, Company (in the case of a Direct Reseller) or Distributor (in the case of a Channel Reseller) may terminate the Reseller Agreement effective immediately, without cure period, upon: (i) any material breach of Section 10 (Anti-Corruption); (ii) any material breach of Section 11 (Export Control and Sanctions); (iii) any material breach of Section 13 (Intellectual Property); (iv) any material breach of Section 20 (Confidentiality) or 21 (Data Protection); or (v) Reseller’s insolvency, bankruptcy, or similar event.

(c) Channel Discipline Termination (Channel Resellers). If Reseller is a Channel Reseller and engages in conduct in violation of Section 4(m) (Channel Discipline) (such as a direct quote request to Company, a direct commercial discussion with Company, or a direct registration attempt with Company), Reseller’s Distributor shall issue a written cure notice requiring Reseller to redirect the inquiry through Distributor and to acknowledge the channel discipline obligation in writing. Repeated bypass conduct after a cure notice, or egregious bypass conduct (including any deal closed or attempted to be closed by Reseller in a manner that excludes Distributor from the transaction or commission flow, any misrepresentation by Reseller of its Distributor relationship, or any solicitation by Reseller of Company to terminate the Distributor relationship in favor of direct Reseller status) shall constitute a material breach of the Reseller Agreement entitling Distributor to terminate the Reseller Agreement immediately for cause. If Distributor fails to enforce these obligations, Company may, upon thirty (30) days’ prior written notice to Distributor and Reseller, terminate Reseller’s authorization to market, sell, deploy, or support the Solution directly.

23. EFFECTS OF TERMINATION

(a) Immediately upon termination of the Reseller Agreement: (i) Reseller’s appointment and the licenses granted hereunder, and the benefits and rights granted to Reseller, expire; (ii) Reseller shall liaise with Company (or its designee) to facilitate a seamless transition of Reseller’s obligations under Section 6 and the billing of Customers; (iii) Reseller shall immediately cease all marketing of the Solution and all use of Company’s Intellectual Property Rights; (iv) Reseller shall immediately cease providing the Solution as part of Reseller Services, cease access to Cloud Services, and remove and delete (and cause its Customers to remove and delete) all On-Premises Software components from Reseller’s and Customers’ systems; and (v) each party shall return to the other any Confidential Information in tangible form.

(b) Termination shall be without prejudice to any other right or remedy of any party.

(c) Survival. Sections 10, 11, 13, 15, 16, 17, 18, 19, 20, 21, 23, 24, 26, 27, 28, 31, 32, and 34 shall survive any termination or expiration.

24. INDEMNITY

(a) Company Indemnity. Company shall indemnify, defend, and/or settle, and hold Reseller and its Customers and their respective directors, officers, and employees harmless from and against any liabilities, losses, damages, costs, and expenses (including reasonable attorneys’ and experts’ fees) incurred pursuant to any third-party claim that the Solution infringes any valid copyright, patent, trademark, or trade secret. Company shall have no obligation under this Section with respect to any claim based upon (A) modification of the Solution by anyone other than Company, if an infringement claim would have been avoided but for the modification; (B) any use of the Solution outside the scope of the license granted in, or contrary to, the Reseller Agreement, these Reseller Terms, or the EULA as in effect at the time of the alleged infringing use; or (C) the combination of the Solution with any other service or product. If the Solution is held, or Company believes is likely to be held, to infringe, Company may, at its expense, (x) modify or substitute the Solution so it is no longer infringing while retaining substantially similar features and functionality; (y) obtain for Reseller or Customers a license to continue use; or (z) if (x) and (y) are not reasonably practicable, terminate the Reseller Agreement and the EULA as to the infringing Solution.

(b) Reseller Indemnity. Reseller shall indemnify, defend, and/or settle, and hold Company and its directors, officers, employees, and agents harmless from and against any liabilities, losses, damages, costs, and expenses (including reasonable attorneys’ and experts’ fees) incurred to the extent arising from: (A) modification of the Solution by anyone other than Company; (B) any use of the Solution outside the scope of the license granted in, or contrary to, the Reseller Agreement, these Reseller Terms, or the EULA; (C) any representations, warranties, or guarantees concerning the Solution made by Reseller without Company’s express prior written approval and inconsistent with those in the Reseller Agreement, these Reseller Terms, the Documentation, or Marketing Materials; (D) Reseller’s negligence, willful misconduct, or violation of applicable law; (E) Reseller’s breach of the Reseller Agreement or these Reseller Terms; or (F) the combination of the Solution with any other service or product except as explicitly permitted as part of the Reseller Services.

(c) Bypass Conduct Indemnity (Channel Resellers Only). If Reseller is a Channel Reseller and engages in conduct in violation of Section 4(m) (Channel Discipline), Reseller acknowledges and agrees that any dispute, claim, or demand for fees, commissions, margins, markups, lost profits, lost commissions, channel-development costs, goodwill payments, indemnity, compensation, or other damages arising from or relating to such bypass conduct is exclusively a matter between Reseller and Distributor, and Company shall have no liability or obligation of any kind to Reseller, Distributor, or any third party with respect to any such fees, commissions, margins, markups, lost profits, or other damages, regardless of whether the bypass transaction was completed, regardless of whether Company knew or should have known of Reseller’s relationship with Distributor at the time of the transaction, and regardless of any benefit Company may have received. Reseller shall indemnify, defend, and hold Company harmless from and against any claim, demand, action, or proceeding initiated by Reseller, Distributor, any Customer, or any third party seeking to recover from Company any such fees, commissions, margins, markups, lost profits, or other damages, including all reasonable attorneys’ fees, expert fees, and costs of defense.

(d) Authority Defect Indemnity. Where Reseller submits a Channel Order to Company that identifies a Customer as the end-user licensee, Reseller represents and warrants that (i) Reseller has authority to bind such Customer to the EULA, (ii) Reseller has provided such Customer with a copy of, or a current URL link to, the EULA, and (iii) such Customer has accepted the EULA. Reseller shall indemnify, defend, and hold Company harmless from and against any liabilities, losses, damages, costs, and expenses (including reasonable attorneys’ fees and experts’ fees) arising from any claim by such Customer that the EULA is not binding on such Customer, that the Channel Order was unauthorized, that Reseller lacked authority to bind such Customer, or that such Customer is not bound to the EULA’s terms, including without limitation any claim brought against Company under or in reference to Section 10.3(b) of the EULA.

(e) Indemnity Procedure. The foregoing indemnification obligations are dependent upon the party seeking indemnification (“Indemnitee”) providing the indemnifying party (“Indemnitor”) with: (i) prompt written notice of any indemnifiable claim; (ii) all reasonable assistance and cooperation in the defense, at the Indemnitor’s expense; and (iii) exclusive control over the defense and any related settlement negotiations. The Indemnitee will not settle or compromise any claim without the Indemnitor’s prior written consent, which will not be unreasonably withheld or delayed. The Indemnitee will have the right, at its own expense, to participate in the defense with counsel of its own selection.

25. STATUS OF THE PARTIES

The parties are and will remain independent contractors. Nothing in the Reseller Agreement or these Reseller Terms will be deemed to establish a partnership, employment, joint venture, or agency relationship. Neither party will have the right to obligate or bind the other in any manner, to any third party.

26. NON-SOLICITATION

During the term of the Reseller Agreement and for a period of two (2) years thereafter, neither party shall, directly or indirectly, solicit for employment, hire, or engage as an independent contractor any employee of the other party who was introduced to, or became known to, the soliciting party in connection with the performance of the Reseller Agreement. The foregoing restriction shall not apply to (i) general solicitations, job postings, or advertisements not specifically targeted at the other party’s personnel, or (ii) any employee whose employment with the other party terminated at least six (6) months prior to the initial solicitation.

27. NOTICES

Notices, consents, requests, demands, and other communications relating to these Reseller Terms shall be in writing. Notices to Company shall be addressed to: Intigua Inc. d/b/a JetPatch, 51 Pleasant St. #1064, Malden, MA 02148, USA, Attn: Legal Department, Email: [email protected]. Notices to Reseller shall be addressed to the address and contact set forth in the Reseller Agreement. Notices shall be deemed effectively given upon receipt when delivered by hand or international courier (such as FedEx, DHL, or UPS); three (3) business days after the date sent if delivered by registered or certified mail; or on the date sent by email (with confirmation of receipt or non-bounce) if sent during normal business hours, or the next business day otherwise. If Reseller is not organized in the United States, Reseller shall, within thirty (30) days after the effective date of the Reseller Agreement, designate an agent for service of process in the United States for purposes of any arbitration or court proceeding under the Reseller Agreement or these Reseller Terms, and shall maintain such agent throughout the term and for two (2) years thereafter.

28. NO COMMERCIAL AGENCY; NO FRANCHISE

Notwithstanding anything to the contrary: (a) the relationship established by the Reseller Agreement and these Reseller Terms does not constitute, and shall not be construed as, a “commercial agency” within the meaning of U.A.E. Federal Decree-Law No. 3 of 2022, or any analogous commercial agency, sole agency, or distributor-protection law in any jurisdiction (including the Kingdom of Saudi Arabia, the State of Qatar, the Kingdom of Bahrain, the Sultanate of Oman, the State of Kuwait, the Islamic Republic of Pakistan, or the Republic of India), and Reseller shall not be deemed a “commercial agent” or analogous protected counterparty; (b) Reseller shall not register, or attempt to register, the Reseller Agreement, the Reseller relationship, or the Solution as a commercial agency, sole agency, distributorship, franchise, or analogous protected arrangement under the laws of any jurisdiction; any such registration shall be void as between the parties and shall constitute a material breach; (c) the relationship is not a franchise, business opportunity, or analogous protected arrangement under the laws of any jurisdiction (including the U.S. Federal Trade Commission Franchise Rule, U.S. state franchise laws, the E.U. Vertical Block Exemption Regulation, or any analogous regime), and Reseller expressly waives, to the fullest extent permitted by applicable law, any rights it might otherwise have under such laws; and (d) Reseller acknowledges that the appointment is non-exclusive, that Company (or Distributor, in the case of a Channel Reseller) may appoint other resellers in the Territory at any time without notice or compensation to Reseller, and that Reseller shall have no claim to compensation, indemnity, goodwill payment, or damages on account of termination or expiration other than amounts properly invoiced and unpaid for orders accepted prior to termination. Reseller shall indemnify, defend, and hold Company harmless from any claim asserting any commercial agency, franchise, distributor-protection, or analogous protected status arising out of or relating to the Reseller Agreement or these Reseller Terms.

29. ENTIRE AGREEMENT

These Reseller Terms, together with the Reseller Agreement and any exhibits and schedules thereto, supersede all prior oral or written statements and representations between Reseller and Company (or, in the case of a Channel Reseller, between Reseller and Distributor with respect to subject matter covered by these Reseller Terms) and constitute the entire agreement with respect to the subject matter herein.

30. AMENDMENTS

Company may update these Reseller Terms in accordance with Section 2(c). Any amendment to the Reseller Agreement itself must be in writing and signed by the parties to the Reseller Agreement.

31. NO WAIVER OF RIGHTS AND REMEDIES

Neither party will, by mere lapse of time, without giving notice thereof, be deemed to have waived any breach by the other of any terms or provisions hereof. A waiver by either party of any breach will not be construed as a waiver of subsequent breaches or as a continuing waiver.

32. INJUNCTIVE RELIEF

In the event of breach hereof, the parties acknowledge that such a breach may cause irreparable harm for which monetary damages may not be an adequate remedy, and therefore, in addition to any other legal or equitable remedies, either party will be entitled to seek an injunction or other equitable remedy.

33. FORCE MAJEURE

Except for any obligations to pay applicable fees, neither party will be liable for any costs or damages due to non-performance arising out of any cause or event not within the reasonable control of such party and without its fault or negligence, such as an act of God, fire, floods, public health emergencies and pandemics, wars, terrorist acts, riots, strikes, storms, earthquakes, labor disputes, vendor failures, transportation embargoes, acts of any government or agency thereof, and judicial actions. In the event of any such delay or failure of performance, the date of performance shall be deferred for a period equal to the time lost.

34. GOVERNING LAW AND JURISDICTION

These Reseller Terms will be governed and construed exclusively under the laws of the Commonwealth of Massachusetts, without regard to its conflict of laws principles. Any dispute arising out of or in connection with these Reseller Terms, including any question regarding their existence, validity, or termination, shall be referred to and finally resolved by arbitration administered by the American Arbitration Association (“AAA”) in accordance with the applicable AAA rules for commercial disputes, which rules are deemed to be incorporated by reference. The seat of the arbitration shall be Boston, Massachusetts. The Tribunal shall consist of one arbitrator. The language of the arbitration shall be English. Judgment on the award rendered may be entered in any court having jurisdiction. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or Confidential Information pending the outcome of arbitration.

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— END OF JETPATCH RESELLER TERMS —