RESELLER PROGRAM TERMS AND CONDITIONS

Thank you for your interest in becoming a reseller of Cyber Connective Corporation’s (C3’s) software-as-a-service (“SAAS”) products. These reseller terms (“Terms”) set forth the terms and conditions governing your rights and obligations as a reseller of our SAAS products. Use of the Product indicatesthat you have read, understood, and agree to be bound by these Terms. Please note that these Terms may be modified by us from time to time, and such modifications will be effective immediately upon posting of the modified Terms. Therefore, we encourage you to review these Terms regularly to ensure that you are aware of any updates or changes.

Any use of or access to the SAAS product is subject to these terms and conditions.

 

1.  Definitions

 

“Affiliate” means an entity that owns, is owned by, or is under common ownership with an entity. Ownership means control of more than 50% of the equity interests of, or the right to direct the management of, an entity for so long as such control exists. For clarity, the term “C3 Affiliate” refers to an Affiliate of C3 LLC; the term “Reseller Affiliate” refers to an Affiliate of Reseller.

“Agreement” means these terms and conditions and any separate contract entered into and negotiated between the Parties relating to sales of C3 products and services.

“Confidential Information” means a party’s non-public information, know-how, or trade secrets that (a) the party designates as being confidential; or (b) given the nature of the disclosure or circumstances surrounding the disclosure, reasonably should be treated as confidential by the receiving party. Confidential Information does not include information that: (1) the receiving party already knew without an obligation to maintain the information as confidential; (2) the receiving party received from a third party without breach of an obligation of confidentiality owed to the other party; (3) the receiving party independently developed; or (4) becomes publicly known through no wrongful act of the receiving party.

C3 or “Company” refers to the Cyber Connective Corporation, LLC, a DE entity.

“Data Protection Laws” means any and all Laws applicable to Company or C3, relating to data security, protection, privacy, or the processing of Personal Data, including, but not limited to, (where applicable) Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to processing of Personal Data and the free movement of that data (“GDPR”), and any implementing, derivative or related legislation, rule, regulation, and regulatory guidance, as amended, extended, repealed and replaced, or re-enacted.

“Enrollment” means a form, document, or online enrollment process that identifies Company, as well as these Reseller Terms and any Program-specific terms, which collectively, along with the Enrollment itself, constitute the “Agreement” for purposes of that Program.

“Excluded License” means any license that includes the following requirement as a condition of use, modification, or distribution of any material subject to that license: such software, or anything combined or distributed with such material, is required to be: (a) disclosed or distributed in source code form; (b) licensed for the purpose of making derivative works; or (c) redistributable at no charge.

“Force Majeure Event” means as fire, explosion, power blackout, earthquake, flood, severe storms, strike, embargo, labor disputes, acts of civil or military authority, war, terrorism (including cyber terrorism), acts or omissions of Internet traffic carriers, actions or omissions of regulatory or governmental bodies (including the passage of or material change in Laws or other acts of government) that materially affect the performance under this Agreement. A Force Majeure Event does not include theft or loss, or events caused by the negligent or intentional acts or omissions of the affected party.

“Laws” means any and all applicable international, national, and local laws (including regulations and binding judicial law) as amended, extended, repealed and replaced, or re-enacted.

“Portal” means, regarding a given relationship, the website(s) through which C3 may provide access to tools, documents, and communications related to that relationship or Program or Software.

“Personal Data” means any information relating to an identified or identifiable natural person (“Data Subject”). An identifiable natural person is one who can be identified, directly or C3  indirectly, in particular by referencing an identifier such as a name, an identification number, location data, an online identifier, or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural, or social identity of that natural person.

“Processing” means any operation or set of operations that is performed on Personal Data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination, or otherwise making available, alignment or combination, restriction, erasure, or destruction. “Process” and “Processed” will have a corresponding meaning.

“Products” means software-as-a-service (“SAAS”), platform-as-a-service (“PAAS”), online services, tools, software, hardware, or professional support or consulting services as defined in the Agreement.

“Program” means an engagement between C3 and Reseller under which either party may make available to the other certain rights or benefits related to using, interoperating with, integrating, sublicensing, distributing, re-selling, promoting, or marketing C3 or Reseller’s Products. Program may include proof of concepts or other product trials.

“Representatives” means the employees, agents, contractors, advisors and consultants (each acting in such respective capacity) of a party or its Affiliate.

“Reseller” means any reseller of C3’s SAAS products.

2.  Resale of Software and Services.

General

 

2.1. Notice of Changes. C3 reserves the right to unilaterally modify these Terms from time to time.  C3will, when practical, endeavor to provide Reseller notice before such changes become effective, however, any changes to these Terms will become effective immediately without further action by the parties. Any modification of these Terms per this provision will have prospective effect only.

2.2. Relationship of the Parties.

(a) Non-Exclusive relationship. The parties are working together on a non-exclusive basis. Engagements between the parties will not be interpreted to limit either party’s right to obtain, promote, or distribute products or services from other sources, and will not restrict either party’s freedom to set prices for its products or services.

(b) Right to independent development. Neither party is restricted from independently developing or acquiring new products or services, improving existing products or services, or marketing any new, improved, or existing products or services.

(c) Independent contractors. Any use of the term “partner” is for reference purposes only. The parties are independent contractors and do not intend to create an employer-employee relationship, partnership, joint venture, agency relationship, or fiduciary relationship. Neither party nor any of its Representatives may make any representation, warranty, or promise on behalf of the other party.

(d) Costs. Each party will bear its own costs of performance under the Agreement, unless otherwise specified.

(e) Publicity. Except as otherwise required by Laws or as otherwise expressly authorized under the Agreement, resellerwill not issue any press release, publicity, or other disclosure in any form that relates to the terms of the Agreement or to a party’s relationship with the other party, including in client presentations or client lists, without Company prior written approval.

2.3       Appointment; License Grants.  Subject to the terms and conditions of this Agreement, during the Term, Company hereby appoints Reseller, and Reseller hereby accepts appointment, to act as Company’s non-exclusive reseller, itself or through its affiliates and authorized channel partners, of licenses for the Company Product to Reseller Customers located in the Territory and for use within the Territory, either in a bundled offering or on a stand-alone basis and associated renewals, as well as provide implementation services.  Company hereby grants Reseller, its affiliates and authorized channel partners, a limited non-exclusive license within the Territory during the Term to use and access the Company Product for purposes of reselling licenses to the Company Product to Customers in the Territory during the Term, as described below. Provided, such an appointment is contingent upon the Reseller remaining current upon and satisfying any and all of its financial and other obligations to the Company and compliance with the terms and conditions of this agreement and any governing Company Reseller policies as may be amended from time to time.

Reseller shall be solely responsible for the acts or omissions of its personnel and that of its affiliates and authorized channel partners, and their respective personnel and agents, in connection with their respective performance of the obligations set forth in this Agreement or their exercise of any of the rights and licenses granted to Reseller hereunder, and shall ensure that they have at all times the necessary authorizations and rights to conduct activities in connection with the Company Product and this Agreement and that their conduct at all times complies with applicable laws and regulations, and Company policies.  Reseller will fully indemnify Company for any claims or liability resulting from the activities of its affiliates or their respective personnel and agents.

2.3       Resale.  Reseller will use commercially reasonable efforts to market, promote, and sell licenses to the Company Product to its Customers and in compliance with all applicable laws and regulations; provided, however, in no event shall Reseller be obligated to deliver any minimum number of orders for the Company Product or pay any minimum or guarantee amounts to Company under this Agreement.  Reseller shall contract directly with Reseller Customers for the Company Product as licensed by C3 to such Customers.  The Parties hereby agree that these Terms shall be made available by Reseller and Company directly to each Customer during onboarding (the “Terms”) and Reseller’s agreement with Customer will directly reference and be governed by these Terms and no other terms and conditions will be referenced in the agreement between Reseller and the Customer.  The term of the individual Customer contract shall be for a minimum subscription term of one (1) year each and a maximum of three (3) years, renewable in accordance with the Company’s renewal terms.  Reseller or its affiliate or authorized channel representatives shall not make any representation, warranty or promise to any Customer on behalf of Company or bind Company to any obligation other than the Company’s terms and conditions as provided by Company.  Reseller retains sole liability and responsibility for any additional terms and obligations included in its order form or its own contracts with Customers, and with respect to all Reseller products and services.  The parties acknowledge that the Company Product will be licensed and/or subject to subscription, and not sold.

Once a Customer has procured a license with C3 to use the Product, C3 shall have the right to communicate and work directly with such Customer with respect to the implementation, maintenance and support and the renewal of the Company Product.

2.4  Purchase Orders.  Following a Customer entering into a contract with C3 for the Customer Product or, as applicable, submitting a valid subsequent order to Reseller for the Customer Product, Reseller shall submit a purchase order on behalf of its Customer to Company to order the Company Product via the following email address: C3products@cyberconnective.ai. The purchase order shall set forth the name and address of the Customer, the Customer Point of Contact, and such other information mutually agreed to by Company and Reseller.

2.5.  Fulfillment; Other Obligations.  Upon receipt of the purchase order from the Reseller, the C3 and Reseller shall fulfill such Customer’s order for the Company Product within fifteen (15) business days.  Company shall be responsible for all hosting, delivery, fulfillment, and access to the Company Product. Company will designate a single point of contact to manage communications and other aspects of this Agreement, such as sales and marketing efforts, with Reseller.  In addition, Company will designate at least one contact to respond to relevant inquiries and requests for information from Reseller and Customers both pre-sale as well as post-sale in a support capacity. Company will notify the Reseller of any replacement of the points of contact.

2.6 Pricing. Reseller acknowledges and agrees that the pricing for the Software Products specified in this Agreement shall be determined solely by the Company.  The Company reserves the right to establish, modify, or adjust the prices of the Software Products at its discretion, without prior notice to the Reseller. The Reseller commits to sell the Software Products at the prices set by the Company and shall not, under any circumstances, offer, promote, or sell or distribute the Software Products without costs or at a price lower than the Company’s established prices, unless expressly authorized in writing by the Company. The Company may, from time to time, provide the Reseller with updated pricing information. The Reseller agrees to promptly adjust its pricing for the Software Products in accordance with the Company updated pricing. In the event of a breach of the price commitment set forth in this Section, the Company reserves the right to take appropriate actions, including but not limited to, suspending or terminating this Agreement, suspending licenses, imposing penalties, or seeking legal remedies.

2.7     Reseller Margins: The Reseller’s profit margins for the Company Product shall be in accordance with the pricing tables established by the Company.

2.8     Billing and Collection.  Reseller will be responsible for all billing and collections for Company Product sold pursuant to this Section 2.  Reseller is responsible from timely collecting and depositing all applicable taxes from Customers for such sales.  Company is not responsible for any bad debt or collection efforts relating to sales of Company Product licenses or services.

2.9       Taxes and Fees. The Reseller shall be solely responsible for the payment of all taxes, including but not limited to sales tax, value-added tax (VAT), goods and services tax (GST), or any other applicable taxes, arising from the sale of the Products to Customers. C3 shall not be liable for any taxes incurred by the Reseller in connection with the resale of the Products. The

Reseller agrees to remit payment to the Product Company within thirty (30) days of the collection of licensing fees from its Customers. Payments shall be made in the currency specified in the agreement and shall be made via electronic funds transfer (EFT) or any other method agreed upon by both parties

C3 reserves the right to suspend the Reseller’s license to sell the Products or terminate this agreement in the event of persistent late paymentss.

C3 shall provide the Reseller with invoices detailing the licensing fees due for the Products sold.  Reseller shall ensure that all invoices are accurate and promptly notify the Product Company of any discrepancies.

The Reseller shall maintain accurate records of all transactions and payments related to the sale of the Products. C3  reserves the right to audit the Reseller’s records to verify compliance with this payment provision. Such audits shall be conducted at the Product Company’s expense, unless discrepancies are found, in which case the Reseller shall reimburse the Product Company for any reasonable audit costs.

            In the event that payments are made in a currency other than the one specified in the agreement, conversion shall be made at the prevailing exchange rate on the date of payment.

Any modification to the payment terms of this agreement shall be agreed upon in writing by both parties.

3.  Marks and Marketing Matters and Intellectual Property.

3.1     License Grant to Marks.  Each party hereby grants the other party the right to use the granting party’s Marks (respectively for each party, its “Authorized Marks”) only during the Term of this Agreement and upon prior written approval by the granting party of the general terms and means of such use and then only for the use in fulfilling each party’s obligations under this Agreement.  It will be clearly and conspicuously stated in all materials that the granting party is the owner of the granting party’s name, its Authorized Marks, and any trademark or registered trademark used in such materials.  Neither party shall acquire any rights to or interest in the Authorized Marks of the other party.  Each party agrees and acknowledges that all use of and rights with respect to the Authorized Marks shall inure to the granting party’s benefit, and each party shall take all commercially reasonable actions, including the posting of any intellectual property notifications, so that all use of the Authorized Marks shall inure to the granting party’s benefit.  Neither party shall use confusingly similar marks or use the granting party’s Authorized Marks in connection with any activity other than fulfilling its obligations to the granting party hereunder.  Upon the granting party’s request from time to time, the other party agrees to provide the granting party with copies of goods and materials bearing the granting party’s trademarks, logos, and trade names.  Each party agrees to change, at its expense, any material which the granting party, in its sole judgment, determines to be (i) inaccurate or misleading, (ii) not in accordance with the granting party’s then current trademark guidelines, or (iii) a misuse of any Authorized Marks.  Except with the granting party’s prior written approval, each party further agrees that it will not file or authorize or permit any other party to file, any application for registration in any country of any mark, symbol or phrase which is identical to, similar to or likely to be confused with any of the granting party’s Authorized Marks regardless of whether such marks or terms are translated, capitalized, italicized or otherwise stylized.  Each party agrees to promptly notify the other party of any unauthorized use of the other party’s Marks of which it has actual knowledge.  Reseller shall ensure that its resellers and distribution and sales channels do not apply to register, contest or challenge any of Company’s Marks or the Company Product name anywhere and if such an application, registration or challenge is made, Reseller will pay for the efforts to expunge it and defeat such challenge.

3.2     Promotional Materials.  Reseller shall receive from Company free of charge any electronic versions of any corporate and product brochures, marketing materials, power points or other marketing materials with respect to the Company Product as well as have access to electronic versions of Company’s standard promotional presentations, samples and sales training literature with respect to the Company Product including for all updates, upgrades, new products, new product functionality and other applicable changes or events.  The Parties shall work in good faith to create joint marketing collateral, solely for marketing the Company Product in accordance with this Agreement.  All such joint collateral shall be subject to the approval of Company prior to use and distribution.  Any costs of promotion and marketing shall be borne solely by the incurring party.   The Reseller agrees that all marketing and promotional activities, including presentations, related to the Company’s products or services must be approved by the Company in advance. The Reseller shall submit proposed marketing materials and activities to the Company for review and approval. Approval shall be at the sole discretion of the Company.

3.3     Press Releases.  Except as may be required by law if Reseller desires to issue a press release or other public announcement concerning this Agreement or the relationship between the Parties, Reseller shall obtain Company’s prior written approval of any such public announcement. If the release is required by law, the draft of such release will be provided to Company for review and reasonable approval.

3.4     Trade Practices.  Both Parties and their affiliates and respective channels will not engage in any illegal, unfair or deceptive trade practices, unethical business practices whatsoever (including any activities that violate anti-bribery or corrupt practices laws) in connection with matters relating to this Agreement or the marketing and sale of the Company Product, or making any representations inconsistent with specifications provided in writing by the other party.

• Marketing.  Notwithstanding anything herein to the contrary, the Parties hereby agree that Reseller will market the Company Product as “The Connective Platform” or “TCP.”

4.     Confidentiality

4.1       General Confidentiality Obligations.

(a) If a separate nondisclosure agreement (NDA) is in place between C3 and Reseller, such agreement will govern all Confidential Information exchanged between the parties under the Agreement.

(b) If no such nondisclosure agreement is in effect, the following provisions apply to the parties’ exchange of Confidential Information under the Agreement:

(i) Each party will take reasonable steps to protect the other’s Confidential Information and will use the other party’s Confidential Information only for purposes of the parties’ business relationship. Neither party will disclose that Confidential Information to third parties, except to its Representatives and then only on a need-to-know basis under nondisclosure obligations at least as protective as this Agreement. Each party remains responsible for the use of the Confidential Information by its Representatives and, in the event of discovery of any unauthorized use or disclosure, must promptly notify the other party.

(ii) Each party must not disclose any Confidential Information of the other for five (5) years following the date of initial disclosure; notwithstanding the foregoing, each party must not disclose any Confidential Information of the other that contains Personal Data.

(iii) Notwithstanding the parties’ obligations set forth above, a receiving party may disclose the other party’s Confidential Information if required by a court order or Laws to do so; provided that prior to disclosure, the disclosing party must seek the highest level of protection available and must give the other party reasonable prior notice when possible to allow it to seek a protective order.

(iv) Neither party is required to restrict the work assignments of Representatives who have had access to Confidential Information. Neither party can control the incoming information the other will disclose in the course of working together, or what its Representatives will remember, even without notes or other aids. Neither party will bring a claim under trade secret law, or for breach of this Agreement, to the extent arising out of use of Confidential Information in such Representatives’ unaided memories in the development or deployment of each party’s respective products and services.

 

4.2       Nondisclosure and Nonuse.  For the Term of this Agreement, and for a period of three (3) years after termination or expiration of this Agreement, each party receiving Confidential Information from the other party or such party’s affiliate, including but not limited to, materials containing Confidential Information, shall (a) disclose such Confidential Information to only those of its or its affiliates’ directors, officers, employees, contractors and agents of such party (i) whose duties justify their need to know such information and (ii) who have been clearly informed of and are bound to or have otherwise an established duty or obligation to maintain the confidential, proprietary and/or trade secret status of such Confidential Information; and (b) use such Confidential Information only for the purposes set forth in this Agreement.  Each party receiving Confidential Information shall treat such information as strictly confidential and shall use the same care to prevent disclosure of such information as such party uses with respect to its own confidential and proprietary information, which shall not be less than the care a reasonable person would use under similar circumstances. The Company Product and its documentation is the Confidential Information of Company and a trade secret and shall be subject to the terms of this Section 4 during and after the Term indefinitely, to the fullest extent allowed by applicable law.

5.     Term; Termination

5.1       Term. These Reseller Terms shall remain effective until terminated.

5.1  Termination for Cause. If a party breaches any term of these Reseller Terms and such breach is curable, then the breaching party shall have thirty (30) days’ following written notice of such breach by the non-breaching party to cure. If the breaching party fails to cure the breach within such thirty-day period, the non-breaching party may terminate these Reseller Terms upon written notice to the breaching party. A party will be allowed to cure a breach once; if a party breaches these Reseller Terms for the same reason as a prior breach then the other party may terminate these Reseller Terms immediately upon written notice to the breaching party. If the breach is not curable, then the non-breaching party may terminate these Reseller Terms immediately upon written notice to the breaching party. C3 may also terminate these Reseller Terms immediately upon written notice to the breaching party due to the other party’s: (i) breach of the confidentiality terms, or (ii) failure to comply with the requirements and obligations outlined in the section entitled “Business Conduct”. C3 may also terminate these Reseller Terms immediately upon written notice to Company due the infringement, misappropriation or violation of C3’s intellectual property rights. C3 may, in its sole discretion, deem a termination for breach of the Reseller Terms of an agreement between Company and a C3 Affiliate, where Company is the breaching party, to be a breach of, and the basis of an immediate termination of, these Reseller Terms.

Either party may terminate this Agreement with immediate effect and without prior recourse to any judicial authority, by giving written notice to the other party in the event that such other party: (a) ceases to do business in the normal course for a continuous period of at least thirty (30) calendar days, (b) becomes or is declared insolvent or bankrupt, (c) is the subject of any proceeding related to its liquidation or insolvency (whether voluntarily or involuntarily) which is not dismissed within ninety (90) calendar days, or (d) makes an assignment for the benefit of creditors.

5.2  Effect of Termination. Reseller acknowledges that the termination of these Reseller Terms shall immediately, and without further action by the parties, terminate any underlying Program- specific term and may result in termination of access to any SAAS products.

Termination of this Agreement shall not relieve either party of any obligation or liability accrued hereunder prior to or in connection with such termination, except as expressly provided herein. Upon termination of this Agreement, all licenses granted hereunder (and the appointment and rights under Section 2 shall immediately terminate except as necessary to provide the Customers with the Company Product during the Wind-Down Period (defined below).  Except as required to provide the Customers with the Company Product during the Wind-Down Period and for Company to continue to provide services, support, maintenance and renewal to the Customer after the term hereof, and in no event later than the termination of the final Customer contract for the Company Product hereunder as directed by the party whose confidential information it is, each party shall also return or destroy (and attest to such destruction) any Confidential Information as well as any copies of marketing materials of the other party it has in its possession.  In addition, the Parties shall use commercially reasonable efforts to conclude existing projects in a manner that serves the best interests of the Customers.  Reseller shall deliver to Company all Customer contact and usage information so that Company may continue servicing the Customer relationship with respect to the Company Product and any subsequent renewal thereof.

Wind-Down Period.  Following the date of termination or expiration of the Agreement, and for a period of up to six (6) months therefrom, the Parties’ obligations shall survive solely to the extent necessary to provide then-current Customers with the Company Product until the expiration of the then-current term of the individual Customer contract with C3 subject to continued payment of all applicable fees under this Agreement and compliance with the terms of this Agreement. Company shall have the right after termination or expiration of this Agreement to continue to deliver, host, renew, maintain, support and provide services to Customers with respect to the Company Product.

6.     Proprietary Rights

 

6.1       Excluded License. A party’s rights to any of the other’s Products under the Agreement do not include any license, right, power, or authority to subject the other’s Products to any of the terms of an Excluded License.

6.2       Proprietary Notices. Neither party will remove any copyright, trademark, patent, or similar notices from the other party’s materials without express written consent from the other party.

6.3` Use of Marks. Except as expressly provided in the Agreement, or any separate license agreement that is incorporated into the Agreement by reference, the Agreement does not grant either party any right, title, interest, or license in or to any of trademarks, trade names, trade dress, or logos (collectively, “Marks”) of the other party. Resellermay use C3’s corporate name, C3 Product names, and trademarks (“C3 Marks”) in plain text (but not logos, trade dress, designs, or word marks in stylized form) to accurately identify and refer to C3 and its technology and services.

6.4   . No Reverse Engineering. Both parties agree not to reverse engineer, decompile, or disassemble any of the other party’s Products, except and only to the extent expressly permitted by Laws.

6.5   . Antipiracy. Each party will implement and enforce reasonable internal controls to prevent unauthorized access to (or manufacture, duplication, distribution, delivery, or use of)

counterfeit, stolen, pirated, or unlicensed technology or products and services of the other party by the party’s Representatives and Affiliates. Each party agrees to promptly report to the other party any suspected counterfeiting, theft, piracy, unauthorized access, or infringement of copyright, trademark, patent, or other intellectual property rights owned or licensed by the other party and agrees to promptly and reasonably cooperate with the other party in the investigation of such unauthorized activities.

6.6   . Reservation of Rights. Except as otherwise expressly granted in the Agreement: (i) each party owns and retains all rights, title, or interest in and to its own respective intellectual and other proprietary rights, and neither party grants such rights to the other party whether by implication, statute, estoppel or otherwise; and (ii) all permitted use of Products is by license only, and is not subject to the “first sale” or any similar doctrine under copyright or other applicable intellectual property rights Laws. Except as otherwise expressly granted in the Agreement, any use in the Agreement of words such as “distribute,” “sell,” “price,” “fees,” or similar words is for convenience only, and not to be construed to mean that title to any underlying intellectual property rights in the Products is being transferred.

7.  Business Integrity Principles

 

7.1    Compliance with Laws. Each party will conduct its respective business activities under the Agreement in full compliance with all Laws. Without limiting the foregoing, each party will:

(a) comply with (i) Laws that apply to the other party’s Marks or to the use, transfer, import, export, or re-export of any Products licensed or distributed under the Agreement (including the U.S. Export Administration Regulations and the International Traffic in Arms Regulations); (ii) any end-user, end-use, and destination restrictions of the U.S. and other governments.

(b) comply with all Laws (and pay the related fees and taxes that it owes) that govern environmental protection, including Laws related to use, import, collection, treatment, recovery, recycling, disposal, and reuse of Products (including packaging);

(c) comply with Laws that govern the rights to and protection of the other party’s copyrights, Marks, patents, trade secrets, and other forms of intellectual property;

(d) comply with Laws that govern labor practices, human rights, and health and safety;

(e) obtain and maintain any required local government approvals, each at its own expense; and

(f) timely provide information, assistance, and cooperation (at the requesting party’s commercially reasonable request and expense) as necessary to comply with Laws, or to register (or renew registration) or report to any governmental agency or certification body that regulates or certifies the use, licensing or distribution of Products.

7.2    Business Conduct. Each party will:

conduct its business activities with integrity;

comply with anti-corruption Laws and other Laws prohibiting bribery, corruption, inaccurate books and records, inadequate internal controls, and money-laundering;

ensure that none of its Representatives directly or indirectly pays or offers to pay anything of value (including gifts, travel, hospitality, charitable donations, or employment) to any candidate for political office or to any official or employee (including elected officials or any private person acting on behalf of a public sector entity) of any governmental entity, public international organization, or political party, to improperly influence any act or decision of such person for the purpose of promoting the business interests of either party;

refrain from making any unauthorized representation or commitment on behalf of the other party;

ensure that all communications to its customers and to the other party are complete, truthful, accurate, not misleading, and include any required disclosures; and

refrain from retaliating against anyone who has, in good faith, reported a possible violation of the foregoing commitments.

7.3     Monitoring and Reporting. If either party has a good-faith reason to believe that the other party is in violation of anti-corruption laws in connection with business or sales activity relating to the Agreement, it will notify the other party with a general description of the nature of the concern, and the reason for its belief. Reseller may contact C3 with questions or requests for further information or guidance. The parties will confer in good faith on an appropriate and lawful approach to addressing the concern.

8.  Privacy and Data Security.

(a) With respect to any Personal Data transferred under this Agreement, reseller and C3 agree that both reseller and C3 are data controllers of the Personal Data that each independently processes.

(b) The nature, purpose, and subject matter of the Processing, including the types of Personal Data and categories of Data Subjects involved, are described in the Agreement. Company will not Process Personal Data under this Agreement for any other purpose.

(c) Without limiting the foregoing, each party will:

(i) comply with the obligations imposed on it under Data Protection Laws;

(ii) prior to obtaining information from Data Subjects, obtain their legally valid permission or have another valid legal basis to process their data and to transfer it to the other party. If obtaining user permission, such permission must comply with applicable law as valid consent;

(iii) establish independent procedures for managing and responding to any communication from a Data Subject seeking to exercise its rights under Data Protection Laws, including

where the other party is communicating the Data Subject request on behalf of the Data Subject;

(iv) provide commercially reasonable assistance to the other (at the latter’s expense) in responding to any requests, investigation, consultation, or claims from a Data Subject, regulator, or supervisory authority concerning Data Protection Laws;

(v) take all measures that are required by Data Protection Laws, and in accordance with good industry practice relating to data security (including, if applicable, pursuant to Article 32 of GDPR);

(vi) provide prominent notice of its privacy practices to Data Subjects and maintain a prominent link to an online privacy policy on each page of its website and/or in a reasonable location within its application and will ensure that each notice and policy complies with this Agreement and Data Protection Laws;

(vii) upon termination of the Agreement, delete or return to the other all copies of Personal Data except to the extent the party has the right or obligation under applicable Data Protection Laws to retain Personal Data after termination; and

(viii) refrain from transmitting unsolicited commercial communications in any manner that would violate Laws or that would associate either party with the other in an unauthorized manner.

 

9.  Reports; Invoicing.

Upon receipt of each purchase order from Reseller pursuant to Section 2.3 above, Company shall provide Reseller with an invoice for the purchase price applicable under Section 2.6. Invoices will be sent in PDF format by email to an address specified by Reseller. All fees are payable in US dollars, and shall be paid by check cashable at a US bank, or electronic deposit, unless otherwise changed by written notice.  All fees are non-refundable and not subject to withholdings or set-off.

10. Expenses.  Except as otherwise specifically provided herein, each Party shall be solely responsible for all expenses incurred by it in connection with its efforts under this Agreement.
11. 11. Record Keeping.  Each Party shall maintain complete and accurate accounting, business books and records regarding its activities under this Agreement in accordance with its home country’s generally accepted accounting principles and such Party’s business practices.  Each Party shall retain such books and records for not less than two (2) years following the termination of this Agreement.  Each party shall have the right to audit the other party’s records to validate the fees charged hereunder and the compliance with the terms of this Agreement regarding the marketing and sale of the Company Product to Customers.
12. 12. Taxes.  The fees hereunder do not include any sales, use, excise, import or export, value-add.ed (“VAT”), goods and services (“GST”), or similar tax (“Taxes”) to be collected, remitted, withheld and/or paid by each of the Parties. Each of the Parties is individually responsible to collect, remit, withhold and/or pay Taxes in accordance with local laws. Each of the Parties will cooperate in providing the other Party with any documentation or information that may be relevant to the other Party for this purpose. If any sum payable to the Company under this Agreement is subject to Taxes (whether by way of deduction, withholding, set off, counterclaim or loss or diminution or Tax Relief or otherwise), such payment will be increased with an amount that leaves the Company and the Reseller in the position in which each of them would have been, had such sum payable to the Company under this Agreement not been subject to Taxes.

 

 

13.  

Miscellaneous

13.1

Applicable Law and Venue.

(a) Each party consents to the exercise of personal jurisdiction by the applicable courts and the

choice of law designated in the Agreement.

(b) The United Nations Convention on Contracts for the International Sale of Goods does not apply to the Agreement.

(c) Either party may pursue injunctive relief against the other party in any forum (i) to protect its intellectual property rights; (ii) to enforce the confidentiality obligations of the other

party; or (iii) for the enforcement or recognition of any award or order in any appropriate jurisdiction regarding its intellectual property rights arising out of or related to the Agreement.

(d) If either party employs attorneys to enforce any rights related to the Agreement, the prevailing party will be entitled to recover its reasonable attorneys’ fees, costs and other expenses if permitted by Laws.

(e) Each party waives any right or obligation under any applicable law or regulation to request or obtain intervention of the courts to terminate this Agreement.

13.2 . Assignment. C3 may assign the Agreement (or delegate certain duties) to a C3 Affiliate at any time upon notice, provided that such assignment (or delegation) will not materially impair reseller’s rights and remedies under the Agreement. Except for such right, neither party may assign the Agreement (whether by merger, asset sale, operation of law, or otherwise) without the prior written approval of the other party (which shall not be unreasonably withheld), and any attempted assignment in violation of the Agreement shall have no effect.

13.3. Notices.

(a) Legal notices under the Agreement (for example, notices related to assignment, termination, audit, and indemnification) must be in writing (which may be in electronic form if permitted by Laws) and addressed to the contacts provided by the receiving party. Legal notices from Reseller must be signed by an authorized representative of Reseller. Reseller agrees to receive notices at the addresses and email addresses provided by it in its Enrollment; Reseller agrees to keep such information current at all times. Legal notices will be deemed received seven (7) business days after notice has been sent via email, air express courier (charges prepaid), or by postal service (postage prepaid, certified or registered, prepaid recorded delivery). If permitted by the Agreement, business notices may be subject to different notice requirements or delivery methods, including delivery on the Portal.

(b) If C3 makes a Portal available to Company in connection with a Program, Reseller will ensure that its relevant Representatives become familiar with the Portal and consult it on a regular basis to receive communications and business notices from C3. Reseller is solely responsible for managing which of its Representatives are authorized to access and act on the Portal on Company’s behalf.

13.4 . No Waiver. Failure to enforce any provision of the Agreement will not constitute a waiver. Any waiver must be in writing and executed by the waiving party.

13.5            References. The section headings and titles of the provisions of all parts of the Agreement are for convenience only and do not affect the interpretation of any provision. Unless specifically stated, the plural shall include the singular. URLs are understood to also refer to successor URLs, URLs for localized content, and information or resources linked from within the websites at the specified URLs. All references to days will mean calendar days unless otherwise specified.

13.6     . English Language. Unless required by Laws or as otherwise provided in the Agreement, the English language version of all parts of the Agreement controls, and communications and notices under the Agreement must be in the English language to be effective. Any translations of the Agreement, in whole or in part, that C3 may provide as a courtesy are not official or binding.

13.7 . Survival. Except as otherwise expressly provided, the provisions of the Agreement requiring performance (or applying to events that may occur) after termination will survive termination of the Agreement, including any and all terms pertaining to confidentiality, indemnification, allocation and limitation of risk and liability, any perpetual licenses, and ownership.

14.       Warranties and Disclaimers, General

 

14.1 . Reseller Warranties to Customers. Reseller is solely responsible for any independent or extended warranties or other offers or services it makes to Customers (specifically excluding

any extended warranty products or similar services that C3 may make available on a Price List).

14.2 . NO IMPLIED WARRANTIES OR REPRESENTATIONS. EXCEPT AS EXPRESSLY PROVIDED, ALL PRODUCTS ARE PROVIDED TO COMPANY “AS IS.” THE FOREGOING “AS IS” WARRANTY, AND ANY WARRANTIES EXPRESSLY SET FORTH ARE THE ONLY WARRANTIES MADE BY EITHER PARTY TO THE OTHER. NEITHER PARTY MAKES ANY OTHER WARRANTIES, REPRESENTATIONS, CONDITIONS OR GUARANTEES TO THE OTHER RELATED TO THE AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY DISCLAIMS ANY IMPLIED WARRANTIES OF NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE.

14.3 NO WARRANTIES FOR THIRD-PARTY PRODUCTS OR SERVICES. EXCEPT AS EXPRESSLY PROVIDED, C3 MAKES NO WARRANTIES, REPRESENTATIONS, OR CONDITIONS, AND ASSUMES NO LIABILITY AS TO ITEMS DISTRIBUTED UNDER A THIRD-PARTY NAME, COPYRIGHT, TRADEMARK OR TRADE NAME THAT MAY BE OFFERED OR COMBINED WITH OR INCORPORATED INTO THE PRODUCTS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, C3 WILL HAVE NO LIABILITY IN CONNECTION WITH THE THIRD-PARTY ITEMS (SUCH AS IN CONNECTION WITH ANY SUPPLY OR FAILURE TO SUPPLY THEM).

(a) THE TOTAL CUMULATIVE LIABILITY (IF ANY) OF EITHER PARTY TO THE OTHER UNDER THIS AGREEMENT IS LIMITED TO DIRECT DAMAGES IN AN AMOUNT NOT TO EXCEED (I) 100% OF THE PRODUCT FEES PAID, DUE OR OWING BY COMPANY TO C3 DURING THE 12-MONTH PERIOD PRIOR TO THE DATE ON WHICH THE RIGHT TO ASSERT A CLAIM FIRST AROSE

(b) TO THE EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY DAMAGES FOR LOSS OF PROFITS OR REVENUES, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION OR DATA, OR FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT, OR PUNITIVE DAMAGES.

(c) THE LIMITATIONS ON LIABILITY AND ALLOWABLE DAMAGES DESCRIBED ABOVE WILL NOT APPLY TO EITHER PARTY’S (I) LIABILITIES FOR UNAUTHORIZED USE OR UNAUTHORIZED DISPOSITION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY; (II) VIOLATION OF ANY LICENSE GRANTS AND LIMITATIONS, OR CONFIDENTIALITY OBLIGATIONS IN THE AGREEMENT; (III) OBLIGATIONS TO DEFEND AND PAY THIRD-PARTY CLAIMS (INCLUDING, BUT NOT LIMITED TO, THOSE ARISING FROM PERSONAL INJURY OR DEATH); (IV) BREACH OF THE BUSINESS INTEGRITY PRINCIPLES SET FORTH IN THE RESELLER TERMS; OR (V) FRAUD OR GROSS NEGLIGENCE. C3 AND COMPANY AGREE THAT ALL LIMITATIONS ON LIABILITY AND EXCLUSIONS ON ALLOWABLE DAMAGES SHALL APPLY EVEN IF ANY REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE.

(d) C3 AND RESELLER AGREE THAT A PARTY’S LIABILITY FOR ANY DAMAGES OR INDEMNITY SHALL BE REDUCED TO THE EXTENT THAT THE OTHER PARTY OR ITS AGENTS CAUSED OR CONTRIBUTED TO THE HARM GIVING RISE TO THE DAMAGES OR INDEMNITY OBLIGATION.

15. Indemnification.

(a) Reseller shall defend or at its option settle any claim or action brought against Company or a Company affiliate to the extent (i) alleging infringement of any intellectual property right of any third party by a Reseller product or service or Reseller Marks as used or distributed to Customer or Company or Company affiliate within the scope of and as permitted under its Agreement with Reseller in the form provided by Reseller and without modifications and to indemnify and hold harmless Company and Company affiliates against all damages and costs, including reasonable legal fees, which may be assessed against or incurred by Company or a Company affiliate under any such claim or action; provided that Company provides Reseller with (a) prompt written notice of such claim or action, (b) sole control and authority over the defense or settlement of such claim or action, and (c) reasonable assistance to defend and/or settle any such claim or action.

(c) Reseller shall defend or at its option settle any claim or action brought against Company or a Company affiliate to the extent relating to any Reseller negligence or willful misconduct  or that of Reseller affiliates or their respective channel partners, personnel or agents, non-compliance with applicable laws, violation of this Agreement, or sales or marketing activities conducted pursuant to this Agreement, and to indemnify and hold harmless Company and Company affiliates against all such damages and costs, including reasonable legal fees, which may be assessed against or incurred by Company or a Company affiliate under any such claim or action; provided that Company provides Reseller with (a) prompt written notice of such claim or action, (b) sole control and authority over the defense or settlement of such claim or action, and (c) reasonable assistance to defend and/or settle any such claim or action.

In the event of any inconsistencies between the Company’s Reseller Program Terms and Conditions and any written Agreement the then – current Reseller Program Terms and Conditions shall control.

*The above reflects C3’s Reseller Program Terms and Conditions which are subject to amendment at the Company’s discretion and are available at https://cyberconnective.ai/reseller-program-terms-and-conditions/

 

 

 

DATA PROCESSING ADDENDUM

“Personal Information,” as used herein, shall mean any information relating to an identified or identifiable natural person that Enterprise Customer processes on behalf of Customer through the Subscription Service.  The subject matter, duration and purposes of this processing, as well as the types of Personal Information that are processed and the categories of individuals to whom the Personal Information relates, are described in the Agreement.

Customer must contractually obligate its suppliers and service providers, in writing, to implement and maintain measures consistent with this addendum when processing Personal Information hereunder.  Therefore, Enterprise Customer agrees to the following:

1. Enterprise Customer will (and will ensure that any person or entity acting under Enterprise Customer’s authority will):

 

1. Process the Personal Information only (i) as needed to provide the Subscription Service, and (ii) in accordance with the specific documented instructions Enterprise Customer has received from Customer, including as set forth in the Agreement and any related schedules or statements of work, and this addendum, unless otherwise required by applicable law (in which case, Enterprise Customer will provide prior notice to Customer of such legal requirement, unless that law prohibits this disclosure on important grounds of public interest);
2. Impose a duty of strict confidentiality on any persons authorized to access or process the Personal
3. Implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk to Personal
4. Provide relevant information and assistance requested by Customer to demonstrate Enterprise Customer’s compliance with its obligations under the Agreement and this addendum, allow for and contribute to audits conducted no more than once per year by Customer or another auditor as mutually agreed to by Customer and Enterprise Customer and assist Customer in meeting its obligations regarding: (i) accountability; (ii) ensuring the security of Personal Information; (iii) carrying out privacy and data protection impact assessments where required by law and related consultations initiated by government authorities; and (iv) responding to individuals’ requests to exercise their rights under applicable data protection laws, including requests for access, correction, objection, erasure and data portability;
5. At Customer’s discretion, delete or return, to the extent possible, all Personal Information to Customer after the end of the provision of Services and delete existing copies, unless otherwise required by applicable law; and
6. Inform Customer if Enterprise Customer believes that any of Customer’s instructions regarding the Personal Information violates applicable law.

2. Enterprise Customer will not share any Personal Information with third parties, including subcontractors, or engage any third parties, including subcontractors, to access or process Personal Information without prior specific or general written authorization of Customer; provided, however, that Enterprise Customer may transfer Personal Information to a subcontractor for purposes of providing the Services, subject to the following conditions: (a) Enterprise Customer will maintain a list of the subcontractors to which Enterprise Customer makes such transfers and will provide this list to Customer upon request; (b) Enterprise Customer will provide to Customer at least 15 days’ prior notice of the addition of any subcontractor to this list and the opportunity to object to such addition(s); and (c) if Customer makes such an objection in writing on reasonable grounds and Enterprise Customer is unable to modify the Services to prevent the transfer to the additional subcontractor, Customer shall have the right to terminate the relevant portion of the processing by providing written notice to Enterprise Customer.  Customer specifically authorizes Enterprise Customer to engage any subcontractor listed in Attachment A.  In addition, Enterprise Customer will impose data protection obligations on any subcontractor that are consistent with this addendum. Where the subcontractor fails to fulfil its data protection obligations, Enterprise Customer will remain fully liable to Customer for the performance of the subcontractor’s obligations.

3. Enterprise Customer will ensure that Personal Information is not transferred to any country outside of the European Economic Area (“EEA”) without Customer’s prior written consent.  At Customer’s request, Enterprise Customer will enter into the EU Standard Contractual Clauses (Controllers and Processors) with Customer to allow for transfer of Personal Information from Customer entities located in the EEA to Enterprise Customer and/or Enterprise Customer’s subcontractors located outside the EEA.

4. Enterprise Customer will, promptly, notify Customer in writing whenever Enterprise Customer reasonably believes that there has been unauthorized access, acquisition, use, alteration, disclosure, loss, destruction of or damage to Personal Information (a “Security Incident”).  In addition to any method of notice described in the Agreement, notice of any Security Incident will also be reported to: [insert Customer email address].  It is Customer’s sole responsibility to ensure it maintains accurate contact information on Enterprise Customer’s support systems at all times.