SaaSAssure Reseller Terms

Welcome. These SaaSAssure Reseller Terms  (“Terms”) are incorporated by reference into Your Order Form with Asigra Inc. (“ASIGRA”).

By signing the Order Form and accepting these Terms and the terms of the SaaSAssure End User License Agreement, which is incorporated by reference herein, You represent and warrant that: (i) You possess the legal right and capacity to enter into the Agreement with ASIGRA and to perform all of Your obligations thereunder; (ii) You are of legal age to enter into these Terms; (iii) You have full power and authority to execute and deliver any agreement documents and to perform all of Your obligations thereunder; (iv) if You accept on behalf of an organization, You are authorized to bind that organization, and references to “You” in these Terms expressly includes without limitation the entity You represent; and (v) You shall be fully bound by these Terms.

Any capitalized terms set forth below not otherwise defined have the meanings set forth in Section 13 (“Definitions”) below.

1. Grant of Rights

1.1 ASIGRA hereby authorizes and appoints You as an authorized non-exclusive reseller of SaaSAssure to Your Customers during the Term described in the Order Form, subject to the specific terms and conditions set out herein. Neither You nor any of Your affiliates are permitted to serve as a reseller, distributor, marketing or sales representative in connection with any product or service that is directly or indirectly competitive with SaaSAssure, without ASIGRA’s prior written approval.

1.2 ASIGRA grants You a non-exclusive, non-transferable, limited, revocable license to use ASIGRA Intellectual Property solely in connection with Your obligations to market, promote, and resell SaaSAssure during the Term and for no other purpose. ASIGRA retains all rights in ASIGRA Intellectual Property not specifically granted to You.

1.3 You acknowledge and agree that SaaSAssure is not available to Customers located in the Province of Quebec or are otherwise resident in the Province of Quebec. Accordingly, You are expressly prohibited from using, marketing, offering or reselling SaaSAssure to Customers located in the Province of Quebec or who are residents of the Province of Quebec and any such use of SaaSAssure by You or such Customers is null and void. Should ASIGRA determine that You have circumvented or attempted to circumvent this restriction ASIGRA shall take all necessary steps, as it determines in its sole discretion, to enforce this restriction, including but not limiting to: (i) terminating the applicable SaaSAssure End User License Agreement with such Customers; (ii) requiring You to modify or terminate Reseller Customer Agreement with such Customers; or (iii) terminating this Agreement without any liability to You.

1.4 ASIGRA is the authorized reseller of certain Third Party Services that ASIGRA may additionally allow You to resell as set out in Your Order Form with ASIGRA. All rights related to such Third Party Services are set out in the Third Party Services Terms.

1.5 You shall be entitled to resell SaaSAssure using Your own Reseller Customer Agreement. However, You understand and agree that Your Reseller Customer Agreement shall expressly require that prior to receiving any ASIGRA products and services from You your prospective customer must accept the SaaSAssure End User License Agreement.

1.6 Additionally, prior to reselling SaaSAssure to a Customer, ASIGRA may, in its sole discretion, choose to require You to register the prospective Customer as directed by ASIGRA (including if required, on ASIGRA’s deal registration portal) for review by ASIGRA as. ASIGRA shall consider Your registration and shall advise whether it accepts or rejects such registration in its sole discretion. You understand and agree that You are not authorized to market, promote or resell SaaSAssure to (i) ASIGRA’s current Customer End-Users, other Resellers or Service Providers that have accepted the SaaSAssure End User License Agreement either prior to or after the Effective Date; or (ii) otherwise have an existing direct business relationship with ASIGRA and agreed-to by ASIGRA, You and the specific Reseller or Service Provider.

1.7 The rights granted to You are personal to You and are not transferable or assignable. You may not assign, sublicense, rent, lease, convey (whether part of an asset sale, merger, amalgamation or otherwise), encumber or transfer any of Your rights or obligations hereunder and any attempt to do so by You will be void.

1.8 You agree to notify us within thirty (30) days of any change in Your ownership and provide details regarding the nature of the change, including the name of the new owner. If there is any such change in ownership, ASIGRA may, in its sole discretion, terminate the Agreement.

2. Your Obligations

2.1 At all times during the Agreement, You shall:

(a) dedicate the necessary resources to actively distribute, market, promote and resell SaaSAssure within the Territory to Customers;

(b) appoint and maintain a dedicated ASIGRA Business Manager who shall function as a single point of contact and provides support for Your sales and marketing activities, participates in a monthly cadence call and assists in problem resolution should the need arise;

(c) inform and provide guidance, as necessary, or as otherwise requested by Service Provider, to assist in the sale of the SaaSAssure to Service Provider Customers;

(d) conduct business in manner that reflects favourably at all times on SaaSAssure and the reputation of ASIGRA to protect and preserve the goodwill and image of ASIGRA;

not engage in any business activity, either directly or indirectly, in any manner or capacity, on Your own behalf or on behalf of any other person, firm, corporation, or organization, or accept or continue any obligation which may interfere with Your duties or obligations under the Agreement;

(f) at Your own expense, obtain and maintain such permits and approvals as are required by government and other authorities for You to operate Your business in the Territory and meet Your obligations hereunder;

(g) follow ASIGRA’s conditions, guidelines and policies as published on its portal/website as the same may be updated from time to time in its sole discretion;

(h) comply with all applicable Laws and not employ illegal or unethical practices in promoting SaaSAssure, nor make any promises in respect of SaaSAssure that are not authorized by ASIGRA;

(i) avoid deceptive, misleading, or unethical practices that are or might be detrimental to ASIGRA, including any disparagement of ASIGRA or its products and services;

(j) make no false or misleading representations with regard to ASIGRA or ASIGRA’s products and services;

(k) refrain from publishing or employing any misleading or deceptive advertising material; and

(l) refrain from making any representations, warranties, or guarantees to Customers or to the trade with respect to the specifications, features or capabilities of ASIGRA’s products and services that are inconsistent with ASIGRA’s published documentation and the SaaSAssure End User License Agreement distributed by ASIGRA, including all warranties, disclaimers, and license terms contained in such documentation.

2.2 You acknowledge that (i) the marketing obligations and restrictions described above are commercially reasonable methods for ASIGRA to monitor the use of its products and services; and (ii) these restrictions do not compromise Your independence as a distributor of SaaSAssure.

2.3 You agree to keep and maintain at Your own accurate books, records, reports and Customer data relating to Your obligations under the Agreement for at least twelve (12) months following the Termination Date. Upon advance written notice, You shall allow ASIGRA or its representative(s) to review such records and any other books and records of Yours which relate to Your performance under the Agreement in order to ensure Your compliance with Your obligations towards ASIGRA. Any such audit will be conducted during normal business hours and in a manner designed to cause minimal impact on Your ordinary business activities. Such examination or audit will be conducted at Your corporate office, or as otherwise determined by ASIGRA. You will promptly reimburse ASIGRA for any amounts uncovered in such inspection that are determined to be owed by You. ASIGRA shall pay for the cost of the audit, unless the audit results show that You have underpaid ASIGRA by more than 1%.

3. Marketing

3.1 ASIGRA shall make available to You electronic copies of its marketing and promotional materials and documentation developed for SaaSAssure, as the same may be developed from time to time. You have a non-exclusive, non-assignable, limited, revocable license to copy and use such ASIGRA marketing and promotional materials and documentation solely to fulfil Your obligations hereunder. ASIGRA will deliver these marketing materials and documentation to You in English.

3.2 If You wish to create localized versions of the ASIGRA marketing and promotional materials and documentation, You shall advise ASIGRA and the parties will separately agree on the terms of such project in writing. For greater clarity, ASIGRA owns and will own all intellectual property rights in any translated or localized version of any marketing and promotional materials and documentation relating to ASIGRA products and services, including SaaSAssure.

3.3 ASIGRA has the right to verify and to approve the quality and the design of all marketing and promotional materials and documentation used by You to promote and sell SaaSAssure and You shall submit all such materials to ASIGRA for approval prior to use. ASIGRA shall approve, disapprove or may require You to make reasonable modifications to such marketing and promotional materials and documentation in its sole discretion.

3.4 ASIGRA may, in its sole discretion, choose to provide You with Marketing Development Funds. You shall comply with all ASIGRA guidelines with respect to the use of such funds, including but not limited to obligations to submit business plans and provide necessary invoices. All marketing activity, materials and promotions using Marketing Development Funds must be agreed in advance by ASIGRA. For approved claims, ASIGRA may choose to issue a credit on account to reimburse You. ASIGRA is entitled to request that You provide us with marketing reports containing documentation (invoices included) of the activities performed and shall retain the right to reverse any credit issued on claims not backed up by the requested documentation.

3.5 Additionally, You shall make participate in any additional joint sales and marketing efforts as mutually agreed with ASIGRA.

4. Proprietary Rights of ASIGRA/Restrictions on Use

4.1 Other than the Third Party Software, ASIGRA owns and exclusively retains all rights and title in, including without limitation, all ASIGRA Intellectual Property Rights, SaaSAssure and all future functionality and product developments if any, that are related to SaaSAssure. You obtain no right to modify, duplicate or reverse-engineer any aspect of ASIGRA Intellectual Property or SaaSAssure.

4.2 You will not modify, translate, decompile, nor create or attempt to create, by reverse engineering or otherwise, the source code from SaaSAssure supplied hereunder, or adapt SaaSAssure in any way to create a Derivative Work. You will not, and will not authorize any third party to use, reproduce, sublicense, distribute or dispose of SaaSAssure in whole or in part.

4.3 You will use best efforts to protect the copyright and/or any proprietary rights of ASIGRA, including but not limited to any contractual, statutory and common law rights during and after the Term. You will comply with all reasonable requests made by ASIGRA in relation to the protection of its intellectual property rights hereunder.

4.4 If You undertake any unauthorized decompilation, copies, translations, adaptations, modifications of SaaSAssure or of ASIGRA Intellectual Property, all profits and proceeds from such unauthorized activity, if any, will accrue to ASIGRA and/or the owners of the Third Party Software. ASIGRA and/or the owners of the Third Party Software will be the owner of same whether or not made in compliance with the Agreement.

4.5 If You become aware of any unauthorized decompilation or infringement of SaaSAssure by any third party, You will promptly alert ASIGRA of such activity and provide the identity of such third party to ASIGRA. You will provide ASIGRA with all reasonable assistance required by ASIGRA to assert its rights against such third party and to the proceeds of such unauthorized activity.

4.6 You will not at any time put into issue or contest, either directly or indirectly, the validity of ASIGRA Intellectual Property, nor commit any act which interferes with ASIGRA’s registration of same with any local, provincial, state or federal agency.

5. Confidentiality and Data Protection

5.1 It would be damaging to a Disclosing Party if Confidential Information were disclosed to or obtained by third parties. Accordingly, the Receiving Party will make all commercially reasonable efforts during the Term and thereafter to prevent the Confidential Information from being disclosed to or obtained by any person or entity for any purpose (except to its employees, agents and contractors to the extent necessary to perform hereunder provided such employees, agents and contractors have previously agreed in writing to protect the Confidential Information of a party hereunder to the same extent as described in this Section 5) without the express written consent of the Disclosing Party. You may disclose ASIGRA Confidential Information to Your Customers on a need-to-know basis during the Term so long as such parties agree to substantially equivalent confidentiality obligations but for greater clarity, You are expressly forbidden from disclosing any pricing information contained in the Agreement to any third party whether directly or indirectly in connection with your marketing/promotional efforts hereunder.

5.2 The obligations of confidentiality set out above do not apply to information that: (a) has otherwise become generally known or available to the public (which shall not include other ASIGRA Channel Partners) without a breach of the Agreement; (b) is obtained by the Receiving Party from a third party who has no obligation of confidentiality to the Disclosing Party; (c) is independently developed or obtained by the Receiving Party without breach of the Agreement; or (d) was known to the Receiving Party before receipt thereof from the Receiving Party.

5.3 A Receiving Party may disclose Confidential Information (i) if required by law, judicial or arbitration process or by governmental authorities, provided that the Receiving Party first gives the Disclosing Party reasonable notice of such law, order or process and takes all reasonable steps to restrict such disclosure and protect the confidentiality to the extent possible; or (ii) required by ASIGRA to be disclosed to credit card companies for ASIGRA to settle payment disputes.

5.4 The Receiving Party will not copy or reproduce the Confidential Information except as may be required for the performance of its obligations hereunder. All copies will, on reproduction, contain the same proprietary and confidential notices and legends which appear on the original documents and information.

5.5 The Receiving Party, upon the request of the Disclosing Party, will return all of the Confidential Information and copies in its possession to the Disclosing Party or destroy such Confidential Information and copies as directed by the other party and provide to such party a certificate of an officer of the party certifying such destruction.

5.6 The Receiving Party shall indemnify the Disclosing Party for all damages, costs, and expenses (including court costs and legal fees on a solicitor and client basis) incurred by the Disclosing Party as a result of a failure of the Receiving Party to comply with its obligations under this Section 5. The Receiving Party shall promptly notify the Disclosing Party of any unauthorized disclosure, possession, use or knowledge of the Confidential Information that becomes known to an employee, consultant, designee or officer of the Receiving Party.

5.7 Each party acknowledges and agrees that: (a) the restrictions set forth in this Section 5 are reasonable in the circumstances; (b) a violation of any of the provisions of this Section 5 will result in immediate and irreparable harm and damage to the other party; and (c) in the event of any violation of any provision of this Section 5, the non-breaching party will be entitled to equitable relief by way of temporary or permanent injunction and to such other relief as any court of competent jurisdiction may deem just and proper.

6. ASIGRA Trademarks

6.1 ASIGRA grants You a non-exclusive, non-transferable, limited, revocable right to use ASIGRA’s Trademarks during the Term solely to (i) identify Yourself as an authorized distributor of ASIGRA products and services; and (ii) for advertising and promoting SaaSAssure provided such use is in accordance with ASIGRA’s guidelines and policies which may be amended from time to time.

6.2 You recognize and acknowledge the exclusive rights and sole ownership of ASIGRA in ASIGRA’s Trademarks and the goodwill associated therewith and You shall conduct Your business in a manner consistent with the recognition and protection of such exclusive rights. Nothing in the Agreement shall operate to grant You any right, title, or interest in the ASIGRA Trademarks other than as specified in the limited license grant herein.

6.3 You further agree on a worldwide basis: (i) not to take any action which will interfere with any of ASIGRA’s rights in and to ASIGRA’s Trademarks; (ii) not to challenge ASIGRA’s right, title or interest in and to the ASIGRA’s Trademarks or the benefits therefrom; (iii) not to make any claim or take any action adverse to ASIGRA’s ownership of ASIGRA’s Trademarks; (iv) not to register or apply for registrations, anywhere, for ASIGRA’s Trademarks or any other mark which is similar to ASIGRA’s Trademarks or which incorporates ASIGRA’s Trademarks; (v) not to use any mark, anywhere which is confusingly similar to ASIGRA’s Trademarks; (vi) not to engage in any action that will tend to disparage, dilute the value of, or reflect negatively on ASIGRA products or Trademarks; and (vii) not to misappropriate any ASIGRA Trademarks or tradename for use as a domain name.

6.4 You expressly agree not to use ASIGRA Trademarks in any online search engine marketing campaigns without ASIGRA’s prior written approval.

7. Representations and Warranties

7.1 You covenant, represent and warrant to ASIGRA that (i) You are duly qualified, licensed or registered to carry on business under the laws applicable to You in all jurisdictions in which the nature of Your assets or business make such qualification necessary; (ii) the execution and delivery of the Agreement by You and the performance by Your of its obligations hereunder will not conflict with or result in a breach of any applicable law; (iii) as at the Effective Date there are no lawsuits or proceedings pending in any forum or any claims asserted concerning You which could materially affect Your ability to perform Your obligations under the Agreement or under any agreement with Customers; (iv) at all times during the Agreement You will perform Your obligations in compliance with all applicable Laws; and (vi) in the performance of Your obligations under the Agreement You are not acting as a commercial agent under the laws of any jurisdiction.

8. Limitation of Liability; Disclaimers

SAASASSURE AND ASIGRA INTELLECTUAL PROPERTY ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND ASIGRA EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS, WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, ARISING OUT OF A COURSE OF DEALING OR USAGE OF TRADE OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS OR ADEQUACY FOR A PARTICULAR PURPOSE OR USE, QUALITY, PRODUCTIVENESS, TITLE, NON-INFRINGEMENT, LOSS OF DATA, CAPACITY, OR THAT THE OPERATION OF SAASASSURE WILL BE ERROR-FREE, MEET YOUR OR ANY PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED REULTS, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE OR FREE OF HARMFUL CODE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY THE ASIGRA INDEMNITEES WILL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THESE WARRANTIES AND YOU MAY NOT RELY ON SUCH INFORMATION OR ADVICE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES AND CONDITIONS SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

8.1 SAASASSURE MAY INTEGRATE WITH THE SERVICES OF CLOUD SERVICE PROVIDERS. THE USE OF SUCH CLOUD SERVICE PROVIDERS IS SUBJECT TO THEIR OWN TERMS OF SERVICE, WHICH ARE SEPARATE FROM AND MAY DIFFER FROM THE TERMS AND PROVISIONS OF THESE TERMS. ASIGRA IS NOT RESPONSIBLE AND WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE RESULTING FROM THE PROVISION OF ANY SERVICES PROVIDED BY SUCH CLOUD SERVICE PROVIDERS, OR ANY FAULT ORIGINATING WITH SUCH CLOUD SERVICE PROVIDERS. LINKS TO THIRD PARTY WEBSITES OR RESOURCES DO NOT IMPLY ANY ENDORSEMENT BY ASIGRA OF THE CONTENT, PRODUCTS, OR SERVICES AVAILABLE FROM ANY SUCH WEBSITES OR RESOURCES. YOU HAVE THE SOLE RESPONSIBILITY FOR AND ASSUMES ALL RISK ARISING FROM ITS USE OF ANY SUCH WEBSITES OR RESOURCES.

8.2 WITH RESPECT TO THE THIRD PARTY SERVICES, ASIGRA PROVIDES THE THIRD PARTY SERVICES TO YOU AS A RESELLER AND, EXCEPT AS MAY BE EXPRESSLY PROVIDED IN THE THIRD PARTY SERVICES TERMS, ASIGRA HAS NO RESPONSIBILITY OR LIABILITY FOR THE THIRD PARTY SERVICES NOR ANY DATA TRANSFERRED OR RETAINED WITH RESPECT TO SUCH SERVICES. ADDITIONALLY, NO ASIGRA INDEMNITEE NOR THE OWNERS OF ANY THIRD PARTY SERVICES MAKE ANY REPRESENTATION, WARRANTY OR CONDITION, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY YOU OR CUSTOMER END-USERS FROM USE OF SAASASSURE GENERALLY ON ANY THIRD PARTY SERVICES. NO ASIGRA INDEMNITEE REPRESENTS OR WARRANTS PROPER OPERATION OF THE THIRD PARTY SERVICES UTILIZED BY YOU OR THE CUSTOMER END-USERS. EACH ASIGRA INDEMNITEE EXPLICITLY DISCLAIMS ANY EXPRESS OR IMPLIED REPRESENTATIONS, WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, ARISING OUT OF A COURSE OF DEALING OTHERWISE (INCLUDING BUT NOT LIMITED TO IMPLIED REPRESENTATIONS, WARRANTIES AND CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE) IN RESPECT OF SUCH THIRD PARTY SERVICES. THE ABOVE DISCLAIMER ALSO APPLIES TO DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, LOSS OF DATA, MISDELIVERY OR NON-DELIVERY OR DESTRUCTION THAT YOU OR A CUSTOMER END-USER MAY EXPERIENCE AS A RESULT USING SAASASSURE OR THE THIRD PARTY SERVICES.

8.3 IN NO EVENT WILL ANY ASIGRA INDEMNITEE OR THE OWNERS OF ANY THIRD PARTY SOFTWARE OR THIRD PARTY SERVICES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES OR EXPENSES OF ANY TYPE (INCLUDING BUT NOT LIMITED TO ANY DAMAGES FOR LOST PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA, LOST BUSINESS OR LOST SAVINGS) ARISING OUT OF THE AGREEMENT, WHETHER SUCH DAMAGES OR EXPENSES ARISE OUT OF BREACH OF CONTRACT (INCLUDING FUNDAMENTAL BREACH), OR TORT OR ON ANY OTHER STATUTORY OR COMMON LAW BASIS, EVEN IF ANY ASIGRA INDEMNITEE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.4 IN NO EVENT WILL THE AGGREGATE LIABILITY THAT THE ASIGRA INDEMNITEES MAY COLLECTIVELY INCUR IN ANY ACTION OR PROCEEDING PURSUANT TO THE AGREEMENT EXCEED THE AGGREGATE AMOUNT OF FEES PAID BY YOU DURING THE THREE (3) MONTH PERIOD PRIOR TO THE TIME THAT THE CAUSE OF ACTION AROSE OR ONE HUNDRED THOUSAND DOLLARS ($100,000), WHICHEVER IS LESS. THIS SECTION WILL NOT APPLY TO THE EXTENT THAT APPLICABLE LAW SPECIFICALLY REQUIRES LIABILITY, DESPITE THE FOREGOING EXCLUSION AND LIMITATION. THIS LIMITATION IS CUMULATIVE AND NOT PER INCIDENT.

8.5 YOU ACCEPT THIS DISCLAIMER OF LIABILITY FOR DAMAGES AS PART OF A BARGAIN TO LOWER THE PRICE OF SAASASSURE AND UNDERSTAND THAT THE PRICE OF SAASASSURE WOULD BE HIGHER IF ASIGRA WERE REQUIRED TO BEAR ADDITIONAL LIABILITY FOR DAMAGES.

9. Indemnity

(a)You will defend, at Your expense, any and all actions and suits brought by third parties against the ASIGRA Indemnitees resulting from a breach of any of Your warranties described in Section 7.1; (b) from any actions or omissions of Yours in connection with the performance of Your obligations under the Agreement or in your dealings with Customers and You will pay all direct damages, awards and expenses that are finally awarded by a court or arbitral body to such third party (or any settlement amount agreed to in writing by Customer and such third party), subject to the limitations and disclaimers set forth in this Section 9.1(a), provided that (i) ASIGRA promptly notifies You of any such action or suit following a responsible officer or director of ASIGRA becoming aware of such action or suit; (ii) ASIGRA gives You sole control over the defense, settlement or compromise of any such action or suit; and (iii) ASIGRA co-operates fully in Your or Customer’s defense or settlement of such claim. 9.2 No action arising hereunder whether in contract or in tort may be brought more than two (2) years after the cause of action is discovered or should reasonably have been discovered.

10. Payments to ASIGRA – General

10.1 You acknowledge and agree that SaaSAssure is made available through Annual Subscriptions and Monthly Subscriptions as described in the Order Form. You shall pay to ASIGRA the Fees described in the Order Form for the SaaSAssure products and services You acquire.

10.2 You may choose to purchase additional subscription licenses during the Initial Term or the Renewal Term and at time of renewal.

10.3 You also may decrease the number of subscription licenses that You purchase at any time during the Initial Term or Renewal Term or at time of renewal.

10.4 ASIGRA shall automatically bill You Fees due and owing from You within thirty (30) days of the Effective Date of this Agreement and thereafter on a monthly basis in arrears to Your credit card or invoice You, as applicable. You will be automatically billed within thirty (30) days of any request to add subscription licenses.

10.5 ASIGRA may modify the Fees described in the Order Form upon sixty (60) days prior written notice to You.

10.6 You may also choose to purchase additional ASIGRA services, including training payable on a one-time basis, or Third Party Services from ASIGRA and such Fees will be automatically billed to Your credit card or invoiced to You, as applicable. If You purchase any Third Party Services, You agree to be bound by the Third Party Services Terms.

10.7 You shall pay simple interest to ASIGRA on overdue accounts at the rate of one percent (1%) per month (twelve percent (12%) per annum). Any credit card information provided to ASIGRA may be verified by ASIGRA’s authorized payment processors and/or credit reporting agencies. ASIGRA may pass through any credit card transaction fees to You, unless prohibited by law in Your jurisdiction.

10.8 All Fees, including the Quarterly Commitment, will be billed automatically on the first day of a Quarter to Your previously provided credit card or invoiced to You using a standing purchase order number provided by You. You shall pay simple interest to ASIGRA on overdue accounts at the rate of one percent (1%) per month (twelve percent (12%) per annum). Any credit card information provided to ASIGRA may be verified by ASIGRA’s authorized payment processors and/or credit reporting agencies.

10.9 All amounts payable by You are exclusive of applicable taxes and You shall pay or reimburse ASIGRA as appropriate for any sales, use, personal property, value added, consumption, Goods and Services Tax or Harmonized Sales Tax levied pursuant to the Excise Tax Act (Canada) as charged by ASIGRA and any other similar or replacement taxes that may hereafter be levied or payable from time to time or assessed in any jurisdiction under or related to the Agreement, except for taxes based upon the net income of ASIGRA, in respect of such Fees (collectively, “Taxes”). For greater clarity, as at the Effective Date and thereafter, You represent and warrant that You are not and shall not be subject to any legal obligation to deduct any monies from the Fees otherwise due and payable to ASIGRA as a result of any Taxes or otherwise. You shall promptly advise ASIGRA in writing of any change in circumstances that require You to deduct monies from the Fees otherwise due and payable to ASIGRA as a result of any Taxes or otherwise when You become aware of same. You acknowledge and agree that ASIGRA shall be entitled to adjust the amount of Fees otherwise due and payable to ASIGRA retroactively to offset any deductions that You have made or attempted to make as a result of any Taxes or otherwise.

10.10 Reseller acknowledges and agrees that ASIGRA conducts ongoing audits of Your total active subscription licenses during the Term and shall invoice You for any additional active subscriptions above the amount described in any Customer Order Form. Every month, ASIGRA shall monitor the total number of subscription licenses activated by You. ASIGRA will finalize the total number of subscription licenses at the end of the month by averaging the total number of active subscription licenses over the month.

11. Term

11.1 The Agreement will take effect on the Effective Date and will continue unless terminated as described below. The Agreement shall automatically renew for successive Renewal Terms unless a party delivers written notice of termination to the other party at least thirty (30) days’ prior to the applicable termination date (which such termination date being the last day of the Initial Term or the-then current Renewal Term), in which case your access to ASIGRA SaaSAssure shall terminate on the last day of such Initial Term or Renewal Term (the “Termination Date”).

12. Termination

12.1 By You.

You may terminate this Agreement for convenience upon the provision of thirty (30) days’ prior written notice to ASIGRA. If You terminate the Agreement, You will owe ASIGRA all outstanding and accrued Fees for SaaSAssure and as otherwise set out in the Order Form. Fees for Monthly Subscriptions will include Your usage of SaaSAssure during the notice period described above. For greater clarity, You will owe ASIGRA the full amount of any Annual Subscription during the Initial Term or any Renewal Term regardless of the date of Your termination. You agree to pay all such amounts and authorize ASIGRA to charge Your credit card or invoice You, as applicable, for all such amounts and You agree not to dispute such amounts. You agree that the collection of such Fees is not a penalty, but rather liquidated damages intended to compensate ASIGRA for Your failure to complete the Initial Term or then-current Renewal Term on which Your rates are based.

12.2 Termination by ASIGRA

ASIGRA will have the right to terminate the Agreement as follows:

(a) in the event of an occurrence of a material breach of any of Your obligations as set forth in the Agreement that is not remedied within fourteen (14) days of receipt of written notice thereof. A material breach of the Agreement will include, but not be limited to the following: You fail to make payments when due (including payment of the Minimum Commitment or a Quarterly Commitment), breach any of Your obligations described in Sections 1- 6 (or than Section 1.3) or assign the Agreement. Termination of the Agreement by ASIGRA pursuant to and in accordance with this Section shall not relieve You of Your obligation to pay Your outstanding Fees for the remainder of the Initial Term or then-current Renewal Term as applicable. You agree that the collection of such Fees is not a penalty, but rather liquidated damages intended to compensate ASIGRA for Your failure to complete the Initial Term or then-current Renewal Term on which Your rates are based.

(b) effective immediately upon written notice, if all or a substantial portion of Your assets are transferred to an assignee for the benefit of creditors, to a receiver or to a trustee in bankruptcy; a proceeding is commenced by or against You for relief under bankruptcy, insolvency or similar laws and such proceeding is not dismissed within thirty (30) days; or You are adjudged bankrupt or insolvent. Termination of the Agreement by ASIGRA pursuant to and in accordance with this Section shall not relieve You of Your obligation to pay Your outstanding Fees for the remainder of the Initial Term or then-current Renewal Term as applicable.

(c) effective immediately upon written notice should You fail to comply with Section 1.3, including any instructions of ASIGRA.

(d) upon the provision of ninety (90) days’ written notice to You. ASIGRA may accelerate the payment of all amounts payable by You for the duration of the applicable notice period.

13. Duties Upon Termination/Expiration

13.1 On the Termination Date, all of Your rights as a distributor shall terminate immediately. You shall immediately cease: (i) use of ASIGRA Intellectual Property; (ii) marketing, selling, or promoting SaaSAssure to Customers; and (iii) use of the ASIGRA Trademarks.

13.2Within fifteen (15) days of the Termination Date, You shall destroy all promotional and advertising materials related to SaaSAssure in Your (and their) possession or control, regardless of format or containing medium. You shall also certify in writing by way of an officer’s certificate attesting to the delivery, erasure and/or destruction of the promotional and advertising materials referenced above by You, in a form satisfactory to ASIGRA, acting reasonably.

13.3 Within fifteen (15) days of the Termination Date, You shall provide ASIGRA with the names and contact information of any Customers that have purchased SaaSAssure through You, including (i) those with active subscriptions; and (ii) any Customers that have requested but not yet received SaaSAssure before the Termination Date.

13.4 You shall promptly expunge all Confidential Information of ASIGRA from Your own computer system or storage media in Your control or possession. You shall be entitled to retain an original copy of the Agreement as it may be amended, and any ancillary agreements. ASIGRA shall expunge all Confidential Information of Yours from its own computer system or storage media in its control or possession.

13.5 Within fifteen (15) days of the Termination Date You shall pay all Fees and associated costs, taxes and expenses that are due and payable pursuant to Sections 10, 12, and 13.

13.6 You shall also pay, within fifteen (15) days of the Termination Date, all fees due and owing from Customers collected by You.

13.7 Your failure to comply with the terms of this Section 13 will result in irreparable harm to ASIGRA and, accordingly, in addition to any legal remedies available ASIGRA will have the right to seek specific performance of this Section 13 or other equitable relief (or the equivalent of any such relief known or designated by some other name or term) from any court of competent jurisdiction.

14. Dispute Resolution and Remedies

You and ASIGRA agree to resolve any and all disputes, disagreements or differences relating to this Agreement using the process described below.

14.1 Mediation. You and ASIGRA agree to first attempt to settle any and all disputes, disagreements or differences relating to our business relationship through a mediation (“Mediation”). Mediation shall be initiated by any party wishing to mediate by serving a Notice to Mediate which describes the issue(s) needing to be mediated. Any party to the Mediation can select a mediator who is registered as a mediator with the ADR Institute of Canada, Inc. The first such proposed mediator shall be selected to conduct the Mediation. Mediation shall take place within thirty (30) days of the delivery of the Notice to Mediate. You and ASIGRA will exchange mediation briefs (which will include a brief description of the dispute, disagreement or difference to be mediated and a summary of the relief claimed) no less than ten (10) days prior to a scheduled Mediation. A copy of the mediation briefs shall also be provided to the mediator seven (7) days prior to the scheduled Mediation. Any Mediation that is to take place will be conducted in Toronto, Ontario, Canada in English. The parties will equally share the costs of the mediator.

14.2 Arbitration. If Mediation is unsuccessful, any and all remaining disputes, disagreements or differences between the parties relating to their business relationship with each other, including any dispute, disagreement or difference relating to the validity, enforceability or applicability of this agreement to arbitrate, shall be submitted to final and binding Arbitration under the Simplified Arbitration Rules of the ADR Institute of Canada, Inc (“Arbitration”). No appeal lies to any court on any question of fact, law or mixed fact and law. The Arbitration shall be commenced by You or ASIGRA delivering to the other party a Notice to Arbitrate which shall set out a brief description of the dispute, disagreement or difference to be arbitrated and a summary of the relief claimed. The Arbitration shall be conducted in Toronto, Ontario, Canada in English. You and ASIGRA agree that all matters relating to the Arbitration shall remain confidential. The parties to the Arbitration shall jointly pay and be responsible for the costs of the Arbitration. However, the arbitrator may make an award of costs upon the conclusion of the Arbitration making a party(ies) to the Arbitration liable to pay the costs of the other party(ies).

15. Miscellaneous

15.1 In the Agreement (i) all usage of the word “including” or the phrase “e.g.” in the Agreement shall mean “including, without limitation”; (ii) the division of the Agreement into separate Sections and the insertion of headings is for convenience of reference only and shall not affect the construction or interpretation of the Agreement; and (iii) all references to currency (including pricing) shall be to the currency of the United States.

15.2 Neither party shall be liable for any delay in delivery or delay in the performance of other acts required hereunder, when solely resulting from causes beyond their respective control. Such causes shall include, but not be limited to, acts of God, acts of government, wars, revolutions, civil disturbances, strikes, floods, fire, perils of the sea, or other interruption of transportation or telecommunications. Notice to this effect shall be given in writing to the other party.

15.3 ASIGRA may amend, change, alter, substitute or otherwise modify the terms and conditions of this Agreement (and other terms and conditions, guidelines or policies) at any time and Your use of the SaaSAssure shall be governed by the most current version of this Agreement available at [https://www, asigra.com/partners].

15.4 If any section, sentence, paragraph or part of the Agreement is held by any court of competent jurisdiction to be invalid, illegal or unenforceable, such judgment will not affect or nullify the remaining provisions of the Agreement.

15.5 The Agreement shall be governed by and interpreted in accordance with the laws of the province of Ontario, Canada and the federal laws of Canada applicable therein, excluding any conflicts of laws rules. The United Nations Convention for the International Sale of Goods shall not apply to the Agreement. Subject to Section 14, the parties irrevocably attorn to the non-exclusive jurisdiction of the courts of Toronto, Ontario in respect of any disputes arising under the Agreement.

15.6 The English language version of the Agreement shall be the controlling version.

15.7 No failure or delay by either party in exercising any right, power or privilege hereunder will operate as a waiver, nor will any single or partial exercise preclude further exercise thereof of any right, power or privilege.

15.8 The Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous and contemporaneous written agreements, any oral agreements, negotiations, and commitments, if any, relating to the subject matter of the Agreement.

15.9 Except as otherwise provided herein, the parties agree that those sections which by their very nature should survive termination of the Agreement shall survive such termination, such sections to include, but be not limited to, Sections 2.3, 4, 5, 6.3, 6.4, 8, 9.1, 9.2, 10, and 13-16.

15.10 You are solely responsible for the management of Your data back-up, data recovery, and disaster recovery measures. ASIGRA shall not be liable for any of Your internal processes, procedures, or requirements to insure the protection, loss, confidentiality, or security of Your or any Customer End-Users’ data or information.

15.11 Nothing contained in the Agreement shall create or imply any agency relationship between the parties, nor shall the Agreement be deemed to constitute a joint venture or partnership between the parties. Each party specifically disclaims any intent to create through the Agreement the relationship of franchisor or franchisee.

15.12The parties waive the application of any rule of law, which otherwise would be applicable in connection with the construction of the Agreement, that ambiguous or conflicting terms or provisions should be construed against the party who (or whose counsel) prepared the Agreement.

16. Definitions

All capitalized terms used in these Terms shall be defined in accordance with the following definitions unless otherwise defined herein.

“Agreement”, “hereto”, “hereof”, “herein”, “hereby”, “hereunder” and similar expressions mean the Order Form, together with these Terms, as they may be amended from time to time.

"Annual Subscription” means Your commitment to obtain certain SaaSAssure products on an annual basis.

“ASIGRA Indemnitees” means ASIGRA, its directors, officers, employees, contractors and agents.

“ASIGRA Intellectual Property” means any trade secrets, copyrights, inventions, works,trademarks, logos, designs, commercial symbols, insignia, domain names, materials (including but not limited to user documentation, books, pamphlets, manuals, questionnaires, checklists, bulletins, bulletins, business processes and best practices, presentation templates, training materials, memoranda, videos, charts, letters, notices or other publications or documents prepared by ASIGRA as may be modified from time to time), processes, analyses, simulation results, techniques, shop practices, know-how and show-how developed, owned, or provided by ASIGRA in connection with SaaSAssure.

“Business Information” means all financial and business information and data of a party and its respective customers; products and services (including all pricing related to same) supplied by a party; business and marketing plans and strategies of a party; and studies, customer lists, charts, plans, training materials, tables and compilations of business and industry information acquired or prepared by a party or on its behalf.

“Channel Partner” means an authorized ASIGRA Reseller or Service Provider that has executed the Channel Partner Order Form.

“Cloud Service Providers” means a provider of a third-party software as a service application that is supported by SaaSAssure and whose services to which Your Customers have a subscription.

“Confidential Information” means the provisions of the Agreement and all of party’s information contained in any form whatsoever that is not generally available to or used by third parties, that is acquired or developed by or on behalf of a party from time to time and that is disclosed or made available by a party to the other party under the Agreement and for ASIGRA includes all Business Information and the ASIGRA Intellectual Property, excluding the Trademarks.

“Customer” means a Channel Partner or Customer End-User.

“Customer End-User” means, as applicable, the ultimate end-user of SaaSAssure, being Your Customers that are authorized to use SaaSAssure by means of the SaaSAssure End User License Agreement.

“Derivative Work” means any work that is based upon one or more pre-existing works, such as a revision, modification, translation, abridgement, condensation, expansion, or any other form in which such pre-existing works may be recast, transformed, or adapted, and that if prepared without the authorization of the owner of the copyright in such pre-existing work, would constitute a copyright infringement, including any compilation that incorporates such pre-existing work, and Derivative Work includes any work that contains any element of SaaSAssure.

“Disclosing Party” means a party that discloses Confidential Information to a Receiving Party hereunder.

“Effective Date” means the date the Agreement takes legal effect, being the date You sign the Order Form.

“Fees” means the fees for the ASIGRA services that You acquire as described in the Order Form.

“Initial Term” means the period of time specified in the Order Form commencing upon the Effective Date.

“Laws” means all statutes, codes, ordinances, decrees, rules, regulations, municipal-by-laws, orders, decisions, rulings or awards, policies, voluntary restraints, guidelines, or any provisions of the foregoing, including general principles of common and civil law and equity, binding on or affecting the party referred to in the context of which such word is used and “Law” means any one of the foregoing.

“Marketing Development Funds” or “MDF” means those dedicated marketing amounts that must be used by You for pre-approved marketing activities.

“Minimum Commitment” means the flat fee to be paid by You to ASIGRA to retain Your distribution rights in the Territory during the Term, as divided into a series of Quarterly Commitments, and that will be used by You to offset purchases of ASIGRA products and services.

“Monthly Subscription” means Your commitment to obtain certain SaaSAssure products on a thirty (30) day basis.

“Order Form” means the binding agreement between You and ASIGRA that describes Your purchase of the ASIGRA products and services.

“Price List” has the meaning set out in the Order Form.

“Quarter” means a period of three (3) months during the Term of the Agreement.

“Quarterly Commitment” means the applicable payment of the Minimum Commitment to be made by You to ASIGRA as determined by ASIGRA and set out in the Order Form.

“Receiving Party” means a party that receives Confidential Information from a Disclosing Party hereunder.

“Renewal Term” means consecutive periods of twelve (12) months following the Initial Term.

“Reseller” means any entity authorized by ASIGRA to market, promote and sell the SaaSAssure to Customers.

“Reseller Customer Agreement” means the form of agreement used by You to resell or otherwise make available SaaSAssure to Customers.

“SaaSAssure” means ASIGRA’s proprietary backup/restore data storage management solution and Support Services, as the same may be modified from time to time.

“SaaSAssure End User License Agreement” means the clickwrap license agreement between ASIGRA and a Customer End-User that authorizes Customer End-Users to obtain and use SaaSAssure directly from ASIGRA.

“Service Provider” means ASIGRA’s authorized service provider of SaaSAssure.

“Term” means the Initial Term and all Renewal Terms.

“Termination Date” has the meaning set out in Section 11.1.

“Territory” means those countries described in the Order Form.

“Third Party Services” mean services owned by a legal or natural person not a party to the Agreement that ASIGRA may resell to You pursuant to the Third Party Services Terms.

“Third Party Services Terms” means the terms applicable to the Third Party Services as set out at https://www.saasassure.com/legal.

“Third Party Software” means software owned by a legal or natural person not a party to the Agreement that is contained in SaaSAssure.

“Trademarks” means the trademarks of ASIGRA, namely SaaSAssure and the ASIGRA logo.

“User Documentation” means the materials made accessible by ASIGRA which describes the features and operating characteristics of SaaSAssure or any part thereof, together with any copies, revisions, modifications or enhancements or other documentation as may be provided from time to time by ASIGRA.

“You”, “Your” means you, the authorized Reseller that has been granted the right to distribute, promote, market, and resell the SaaSAssure to Customers under the terms and conditions described herein.