Agreement

SOUTHERN SENTINEL SECURITY, LLC

RESELLER AND SOFTWARE LICENSING AGREEMENT

SOUTHERN SENTINEL SECURITY, LLC
RESELLER AND SOFTWARE LICENSING AGREEMENT
This Reseller Agreement (“Agreement”) is entered into by and between Southern Sentinel Security, LLC (hereinafter “SSS”), and “Reseller”. SSS and Reseller are together hereinafter referred to as “Parties” or individually as a “Party”.
In consideration of the mutual covenants and conditions contained herein, the parties agree upon the following:
1. Appointment
1.1. SSS appoints the Reseller as the Reseller of SSS products and services listed in Exhibit A, (hereinafter “Products”) to Reseller’s end-customers within the territory defined in Exhibit A, (hereinafter “Territory”).
The Reseller accepts this appointment under the terms and conditions set forth herein.
1.2. The Reseller may appoint sub-Resellers, representatives, or agents to sell Products in the Territory only with the prior written approval of SSS, which shall not be unreasonably withheld. The Reseller ensures that any approved sub-Reseller, representative, or agent will comply with the terms of this Agreement and will be responsible for any breach of this Agreement by such parties.
1.3. Subject to the terms and conditions contained in this Agreement, SSS hereby grants to Reseller for the term of this Agreement, the non-exclusive, non-transferable right and license to promote, advertise, market, sell and distribute the Product solely in the Territory as defined in Exhibit A.
2. Agreement Term
2.1 This Agreement shall be effective for a period of three (3) years from the Effective Date and shall be automatically renewed for additional 12-month periods subject to the right of either Party to terminate the Agreement pursuant to Section 19.
1. Reseller Qualification
1.1 In order to ensure adequate technical and marketing support to end-users, eligibility to resell Company products is subject to meeting authorization requirements as described in the Program Materials (the elements and general policies are contained within the reseller portal site). These Program Materials contain a detailed description of the benefits to a Reseller as well as the requirements of a Reseller under this program. Reseller will not sell Company products without arranging for adequate post-sales support.
3. Conduct of Business
3.1. The Reseller agrees to continually use its best efforts to maintain an organization of capable and competent sales and service personnel to actively solicit and promote the sale of Products within the Territory. Failure to meet the performance standards set forth in Exhibit B will give SSS the right to terminate this Agreement or impose penalties as outlined in Exhibit C.
3.2. The Reseller shall make no false or misleading representations with regards to SSS or the Products and shall avoid deceptive or misleading practices that are, or might be, detrimental to SSS. In the event the Reseller engages in such practices, SSS shall have the right to impose penalties on the Reseller or terminate this
Agreement immediately, without prejudice to any other rights or remedies SSS may have under this Agreement or applicable law.
3.3. The Reseller agrees to maintain complete, clear, and accurate records during the term of this Agreement and for at least two (2) years after the expiration or termination of this Agreement. This includes sales of the Services, and the identity and address of each end-customer, in accordance with standard business practices and generally accepted accounting principles.
4. Orders and Delivery
4.1 The Reseller shall order Products by issuing a written purchase order specifying quantity, part number, desired delivery date, shipping method, ship-to and bill-to locations, as well as the name and address of the end-customer (if different than ship-to location).
4.2 SSS reserves the right to reject any order that does not meet SSS’s criteria for acceptance or is not feasible for SSS to fulfill. SSS agrees to issue a written order acknowledgment or rejection notice within seven (7) business days after receipt of an order, setting forth SSS’s promised shipment date or the reasons for rejection. The purchase order will not be accepted until a written confirmation has been dispatched by
SSS.
4.3 SSS will use best efforts to deliver physical, non-software Product in a timely manner, considered under 7 days to ship Product after written order is acknowledged. In the event of force majeure or other unforeseen events beyond SSS’s control, SSS reserves the right to extend delivery times as reasonably necessary.
5. Cancellation
5.1 Orders accepted by SSS through Reseller or Reseller’s agents, associates, or sub-Resellers efforts, may not be canceled or returned, except as provided by the terms herein.
5.2 In the event SSS is delayed in delivering the Products by more than seven (7) days beyond the promised shipment date, except where delay is due to failure to receive an export license approval, and the parties cannot agree on a mutually acceptable revised shipment date, the Reseller shall have the right to cancel the order without penalty.
6. Acceptance
6.1 Unless otherwise prohibited by applicable laws, all Products shall be accepted unless the Reseller notifies SSS, within five (5) days after the shipment, that the Products are damaged or otherwise unsuitable for customers.
7. Price
7.1 The Reseller shall purchase Products in US Dollars (USD) from the price list that is within the reseller portal.
7.2 SSS may change its prices from time to time giving at least thirty (30) days prior written notice to the Reseller, and such prices shall apply only to orders received from the Reseller after SSS notification.
8. Invoice and Payment Terms
8.1. Terms of payment for Services sold to the Reseller shall be net forty-five (45) days from date of invoice. Any changes will be given at least thirty (30) days notice and will be within the reseller portal.
8.2. Payments shall be made in US Dollars (USD) by means of an irrevocable letter of credit, drawn on or confirmed by a United States bank, with drafts payable at sight, unless otherwise agreed in advance by SSS Business Management.
8.3. All bank charges for letters of credit, which may be incurred by the bank responsible for the letters of credit, and charges to effect payment to SSS in US Dollars (USD), shall be borne by the Reseller. All bank charges that may be incurred by the negotiating or advising/confirming bank shall be borne by SSS.
8.4. Should the Reseller request the establishment of credit, the Reseller will be subject to credit history verification and may be required to complete a credit application for SSS. SSS shall be under no obligation to grant the Reseller a line of credit if Reseller does not meet SSS’s credit requirements.
8.5. If the Reseller fails to pay any charges when due, SSS may charge the Reseller a late payment charge equal to the lesser of one percent (1%) per month or the maximum amount allowed by law on the past-due balance. In addition to any other remedies available under this Agreement or by law, SSS reserves the right to suspend deliveries of any further Products or terminate this Agreement without liability if the Reseller
fails to make any payment when due.
9. Taxes
9.1. The price of the Products is exclusive of all applicable sales, uses, excises, values-added, and similar taxes, customs fees, duties, and surcharges levied by any governmental authority (collectively “Taxes”). The Reseller is responsible for payment of all such Taxes, except taxes based solely upon the income of SSS. The Reseller will pay all costs, including collection costs, penalties, and interest, associated with its nonpayment of such Taxes. If the Reseller claims an exemption from any or all of the Taxes, the Reseller
shall provide SSS with a valid exemption or resale certificate acceptable to the appropriate taxing authority prior to shipment.
10. Delivery, Title and Risk of Loss
10.1. Delivery of Products shall be FCA at any SSS factory location or freight, with duties and taxes collected unless otherwise agreed in advance of the purchase order by SSS.
10.2. Title (except for software) and risk of loss of Products will pass to the Reseller upon delivery to the carrier at SSS factory location. For the avoidance of doubt, no title to or ownership of any software or intellectual property in hardware acquired hereunder is transferred to the Reseller. SSS owns and retains all such title and ownership of all intellectual property rights in the Product, including all documentation and related
materials.
10.3. SSS shall ship the Products “2 day express or quicker” unless specified otherwise in the Reseller’s purchase order.
10.4. Products shall be packed and marked in containers that are suitable for prevention of damage under normal handling during loading/unloading, shipping, and storage, and in accordance with the requirements of the carrier and the specifications of SSS. The Reseller’s purchase order number shall be identified on all packages, shipping papers, and other subordinate documents.
10.5. The Reseller is responsible for risk-of-loss during transit on any unit returned to SSS for repair or replacement regardless of whether the unit is in or out of warranty.
11. Warranty
RESELLER AGREES TO PASS ALL STANDARD WARRANTIES OF SSS DIRECTLY TO THE
ENDCUSTOMER FOR ALL PRODUCTS PURCHASED. AS BETWEEN SSS AND RESELLER, SSS
HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND OR NATURE,
WHETHER EXPRESS, IMPLIED, OR STATUTORY, RELATING TO SSS OR THE PROVISION OF
ANY PRODUCTS OR SERVICES HEREUNDER, INCLUDING ANY WARRANTIES OF TITLE,
NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR
THAT ANY PRODUCT WILL OPERATE UNINTERRUPTED OR ERROR-FREE.
12. Marketing
Reseller is expected and encouraged to advertise and promote the sales of Company products through all appropriate media including trade show exhibits, catalogs, direct mailings, space advertising, educational meetings, sales aids, etc. Company must approve all original materials that use Company name or trademarks (aside from modifying existing Company supplied template materials). Company will assist Reseller in advertising and promoting Company products in accordance with Company policy.
12.2. SSS, at its sole discretion, may offer the Reseller special discounts for Products purchased by the Reseller for demonstration purposes. Such sales shall be subject to the terms and conditions of this Agreement.
12.3. SSS hereby grants to the Reseller a limited, non-transferable, and revocable license to use SSS trademarks, logos, insignias, or other proprietary marks only in connection with the Reseller’s sales, advertisement and promotion of the Products. Such use shall be strictly in accordance with SSS direction, policies, and specific quality control measures and guidelines provided by SSS to prevent misuse or dilution of the brand. The Reseller’s use of SSS proprietary marks is subject to revocation at any time by SSS. Nothing
in this Agreement shall be construed to grant the Reseller or its Customers any rights to SSS trademark, trade name, logos, insignias, or proprietary marks during the term of this Agreement or thereafter. Upon termination or expiration of this Agreement, the Reseller shall immediately cease all use of SSS’s marks.
13. Proprietary Rights and Ownership
13.1. The Reseller acknowledges that SSS owns and retains all rights, title and interest to the intellectual property rights embodied in the Products, including all copies of software included in the Products, and in any documentation, material or literature. The Reseller shall not, as a result of any configuration or customization project, modification, alteration, enhancement or derivation, obtain any ownership to SSS technology or any intellectual property rights therein. Any and all use of software provided by SSS hereunder is governed by the terms and conditions of the EULA. All rights not expressly granted under this Agreement are reserved by SSS.
13.2. The Reseller shall not register in its own name any trademarks, products, technology, designs, or patentable inventions of SSS. Furthermore, the Reseller shall not represent itself as the owner of any such marks, designs or inventions to a third party.
During the term of this Agreement, Reseller may indicate to the trade and to the public that it is an Authorized Reseller of the Company products. Reseller may also use the Company trademarks and trade names to promote and solicit sales or licensing of Company products if done so in strict accordance with Company guidelines. The reseller will not adopt or use such trademarks or tradenames, or any confusingly similar word or symbol, as part of its company name or allow such marks or names to be used by others.
14. Ownership of Customer Information
14.1. Each party shall take all steps necessary and appropriate to maintain the confidentiality of the end customer’s personal data and other nonpublic information including all biometric data collected from the Products delivered by SSS. SSS and Reseller shall each have a non-exclusive right to use all end-customer data collected in accordance with applicable laws and regulations, and subject to the terms of this Agreement. In the event of any conflict or dispute over the use of end-customer data, the parties agree to engage in good-faith negotiations to resolve such conflict. The arbitration shall take place in the jurisdiction most closely associated with the claimant party’s principal place of business. Both parties hereby assign rights without any requirement of further consideration all right, title, or interest to the end-customer data, provided that such assignment does not violate any applicable privacy laws and regulations. These assignments do not affect or diminish SSS’s or the Reseller’s responsibilities under privacy laws such as HIPAA, FERPA, and so on.
15. Indemnity
15.1. SSS shall defend, indemnify, and hold harmless the Reseller, its officers, directors, employees and Customers, from and against all damages, claims or liabilities and expenses of any type whatsoever (including reasonable attorneys’ fees) arising out of or resulting from personal injuries, including death or damage to property caused by any negligent or willful act of SSS. The Reseller shall promptly notify SSS in writing of any claim or demand for which SSS is responsible and shall cooperate with SSS to facilitate
the defense or settlement of such matter provided the notification is received within 90 calendar days of the event.
15.2. The Reseller shall defend, indemnify, and hold harmless SSS, its officers, directors, employees and customers, from and against all damages, claims or liabilities and expenses of any type whatsoever (including reasonable attorneys’ fees) arising out of or resulting from personal injuries, including death or damage to property caused by any negligent or willful act of the Reseller. SSS shall promptly notify the Reseller in writing of any claim or demand for which the Reseller is responsible and shall cooperate with
the Reseller to facilitate the defense or settlement of such matter.
16. Infringement
16.1. SSS shall defend the Reseller against any third party suits, actions, claims or proceedings against Reseller alleging that the Products infringe or misappropriate such third party’s U.S. Intellectual Property Rights (hereinafter defined), and SSS agrees to reimburse the Reseller for any damages finally awarded against the Reseller by a court of competent jurisdiction that may result from any such third-party claim. “Intellectual Property Rights” means any patent, copyright, trade name, trademark, service mark, mask
works, trade secret, know-how, or any other intellectual property right or proprietary right, whether registered or unregistered, and whether now known or hereafter recognized in any jurisdiction.
16.2. SSS shall have no liability for any claim of infringement based on or arising from (i) modification, alteration or enhancement of the Products by the Reseller or any third party; (ii) SSS compliance with the Reseller’s or its Customers’ designs, specifications or instructions; (iii) the use of any version of Software other than the latest commercially available to the Reseller; or (iv) the combination or use of the Products with other
materials or components not provided by SSS.
16.3. The Reseller shall promptly notify SSS in writing of any claim or demand for which SSS is responsible under this indemnity and will cooperate with SSS to facilitate the defense or settlement of such matter. If the use of the Products by the Reseller or any of its Customers is enjoined, SSS will, at its option and using commercially reasonable efforts, either (i) obtain the right for the Reseller to continue use of such Products, or (ii) replace such Products with other products of comparable form, fit, and function, or (iii) modify such
Products so that they are no longer infringing, or (iv) refund the purchase price of such Products, not exceeding 100% of the original purchase price, upon return of the Products if within one (1) year of delivery, or the net book value of the Products at the time of the claim, whichever is lower, or (v) any combination of (i) through (iv) above.
16.4. The foregoing SSS indemnity states the sole obligation and exclusive liability of SSS, and the Reseller’s sole recourse and remedy, for any claim of infringement or is appropriation of an Intellectual Property Right or proprietary right of the Product.
17. Limitation of Liability
THIS AGREEMENT SETS FORTH THE SOLE AND EXCLUSIVE REMEDIES AVAILABLE TO
THE RESELLER AND SSS’S ENTIRE LIABILITIES TO THE RESELLER AND ITS
CUSTOMERS. NOTWITHSTANDING “INDEMNITY” AND “INFRINGEMENT” HEREIN, IN NO
EVENT SHALL SSS BE LIABLE TO THE RESELLER AND/OR ITS END-CUSTOMERS FOR ANY
INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT
LIMITATION , LOST REVENUES OR PROFITS, LOST BUSINESS OPPORTUNITY, LOST DATA,
EQUIPMENT DOWNTIME, OR DAMAGES RELATING TO THE RESELLER’S OR ITS END-
CUSTOMERS’ PROCUREMENT OF SSS’S PRODUCTS OR SERVICES, WHETHER IN AN
ACTION IN CONTRACT, TORT (INCLUDING STRICT LIABILITY), BREACH OF WARRANTY,
OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH THE PRODUCTS OR THE
PROVISION OF SERVICES UNDER THIS AGREEMENT, EVEN IF EACH PARTY HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR LIABILITY FOR
PERSONAL INJURY OR PROPERTY DAMAGE ARISING FROM GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT WILL THE TOTAL CUMULATIVE
LIABILITY IN CONNECTION WITH ANY ORDER HEREUNDER OR THE PRODUCTS, FROM
ALL CAUSES OF ACTION OF ANY KIND, INCLUDING TORT, CONTRACT, NEGLIGENCE,
STRICT LIABILITY AND BREACH OF WARRANTY, EXCEED THE TOTAL AMOUNT PAID BY
THE RESELLER HEREUNDER. SOME JURISDICTIONS DO
19 NOT ALLOW CERTAIN LIMITATIONS OR EXCLUSIONS OF LIABILITY, SO THE ABOVE
LIMITATIONS OR EXCLUSIONS MAY NOT APPLY. Insurance
18. Insurance Obligations
The Reseller shall, at its own expense, maintain in full force and effect during the term of this Agreement, with reputable insurers, the following types of insurance: (i) commercial general liability (including product liability) with limits of no less than $1,000,000 per occurrence and $2,000,000 in aggregate; (ii) workers’ compensation insurance as required by law; and (iii) if applicable, professional liability (errors and omissions) insurance with limits of no less than $1,000,000 per occurrence and $1,000,000 in aggregate. All policies shall name Southern Sentinel Security, LLC as an additional insured and shall provide that such policies are primary and non-contributory with any insurance maintained by Southern Sentinel Security, LLC.
18.1. Proof of Insurance. The Reseller shall provide Southern Sentinel Security, LLC with certificates of insurance evidencing the coverage required herein, at the start of the Agreement and whenever coverage is renewed. Failure to provide and maintain the required insurance may constitute a material breach of this Agreement.
19 Notice of Cancellation. The Reseller agrees to provide Southern Sentinel Security, LLC with at least thirty (30) days prior written notice of any cancellation, non-renewal, or material change in coverage of any insurance policy required by this Agreement.
20 Termination
20.1. This Agreement may be terminated by either party in any of the following events:
20.1.1. Of default or breach of any terms or conditions of this Agreement by the other party which is not remedied within (90) days after notice of such breach.
20.1.2. If either party becomes insolvent, is acquired, or makes an assignment for the benefit of creditors, or offers a composition or extension to creditors, or upon commencement of proceedings in bankruptcy or proceedings for dissolution, liquidation, or an arrangement, reorganization, or readjustment of any of the party’s debts under state or federal law now or enacted for the relief of debtors and whether instituted by or against the party and such action is not dismissed or withdrawn within thirty (30) days of its commencement.
20.2. In the event of a termination of this Agreement, the parties agree to the following:
20.2.1. If so desired by SSS, the Reseller shall assist SSS in transitioning over existing projects, including the transfer of project documents, knowledge transfer to SSS or a replacement Reseller, and any necessary customer communications.
20.2.2. SSS shall make shipment against any of the Reseller’s outstanding purchase orders, and the Reseller shall pay SSS for all such purchase orders in accordance with this Agreement, but not later than thirty (30) days from the date of the invoice.
20.3. The Reseller will cease presenting itself as a Reseller of SSS and will immediately remove all signs, names, insignias, logos, proprietary marks and other promotional, advertising, sales information, technical and other materials which identify or appear to identify it with SSS and return the same to SSS. If applicable, references to SSS in the Reseller’s catalog shall be removed at the next catalog printing. The Reseller
further agrees, for a period of one (1) years after the termination or expiration of the Agreement, not to engage or undertake in any activities that would be considered disparaging to SSS or its Products and related technology, and also not to engage in any publication, advertisement, commentary, product comparisons, white papers, blogs, or any other form of communication that would portray SSS or its Products or other solutions in a negative light or in any way inferior to competing solutions.
20.4. All rights and licenses granted to the Reseller hereunder will terminate, unless agreed otherwise by SSS in writing.
20.5. SSS shall not be liable to the Reseller for damages of any kind resulting from termination including, but not limited to, termination damages, damages related to losses through commitments, obligations or leases, loss of investment, loss of present or prospective profits, inability to meet obligations, or any other causes or reasons whatsoever, and the Reseller waives any right it may have under any applicable law or otherwise to receive any compensation or reparations of this Agreement.
20.6. Provisions that survive termination or expiration of this Agreement are those relating to payment, proprietary and Confidential Information, indemnity, limitation of liability, compliance with laws, and others which by their nature are intended to survive.
21. Assignment
21.1. This Agreement may not be assigned, and no rights or obligations hereunder may be delegated by the Reseller without the prior written consent of SSS. Any such assignment in the absence of said consent shall be void and of no force and effect whatsoever.
22. Confidentiality
22.1. SSS and the Reseller agree that during the term of this Agreement each may disclose proprietary information to the other to carry out their responsibilities under this Agreement. The parties agree that each will keep the other’s proprietary information and all related matters confidential and prevent disclosure of said information by its agents, employees or representatives. All proprietary materials will be clearly marked as such, or if disclosed verbally, such information will be designated as proprietary in writing to the other
party within five (5) business days of its disclosure.
22.2. Neither party shall be liable for (i) disclosure or information which at the time of disclosure is in the public domain; (ii) disclosure or information which can be shown was in its possession at the time of disclosure and was not acquired, directly or indirectly, from the disclosing party, or (iii) disclosure of information which was received legally from a third party having the legal right to disclose it.
22.3. The party’s obligation hereunder will survive the termination or expiration of this Agreement for a period of three (3) years thereafter.
23. Relationship of Parties
23.1. Nothing in this Agreement will be deemed to constitute any agency, joint venture or partnership between the Parties hereto. The Reseller has no authority or power to bind SSS or to contract in the name of or create a liability against SSS in any way or for any purpose. The Reseller hereby undertakes that it will clearly indicate, in all correspondence, quotations and other dealings relating directly or indirectly to the sale, distribution or other disposal of the Products that it is acting as principal and not a legal representative of
SSS for any purpose whatsoever.
23.2. During the term of this Agreement and for a period of two (2) years immediately following the termination or expiration of this Agreement, Reseller agrees not to directly or indirectly solicit, hire, recruit, or attempt to solicit, hire, or recruit, any employee or contractor of Southern Sentinel Security, LLC (SSS) or encourage any such employee or contractor to leave their employment or contractual engagement with SSS without prior written approval. Similarly, Reseller shall not solicit or entice, or attempt to solicit or entice, any clients or customers of SSS for the purpose of diverting their business away from SSS. This provision shall survive the termination or expiration of this Agreement.
24. Force Majeure
24.1. Neither party shall be liable to the other for any delay or failure in performance due to fires, strikes, threatened strikes, stoppage of work, delays by suppliers or subcontractors, embargoes, government regulations, wars, acts of God or public enemies, or other causes that are beyond the reasonable control of a party (“Force Majeure event”). If such an event occurs, the affected party shall give prompt written notice to the other party. In the event SSS is the affected party, SSS may elect to suspend performance hereunder for the duration of the Force Majeure event. Additionally, if the Reseller is affected by a Force
Majeure event and is unable to perform its obligations under this Agreement for a period exceeding 30 days, SSS may terminate this Agreement upon written notice to the Reseller.
25. Compliance with Laws
25.1. The Reseller shall comply with all applicable international, national, state, regional and local laws and regulations in performing its duties hereunder and in any of its dealing with respect to the Products.
25.2. The Reseller is hereby informed that the Products provided hereunder are subject to U.S. export control laws, including without limitation to those enforced by the Office of Foreign Asset Control of the U.S. Department of Treasury and the Bureau of Industry Security of the U.S. Department of Commerce. The Reseller acknowledges that the specified U.S. export control regulations change from time to time and are
available to the public on the websites of the relevant U.S. governmental agencies. The Reseller hereby certifies that it will comply with these regulations when selling, re-exporting or otherwise shipping or transmitting the Products obtained from SSS and will not engage in any transactions in connection with such Products that would be prohibited by these U.S. export control laws if engaged in by a U.S. person.
25.3. The Reseller represents and warrants that it has not and will not violate the U.S. Foreign Corrupt Practices Act (“FCPA”). The FCPA prohibits SSS from paying or offering anything of value to a government official or political party or candidate for the purpose of corrupting the exercise of an individual’s duties and attempting to influence that individual to provide business to or retain SSS business. The Reseller will not make or cause to be made any payment or offer of anything of value to any government official
or political party or candidate.
25.4. SSS shall have the right to suspend performance or terminate this Agreement immediately and without notice, notwithstanding anything to the contrary in this Agreement, in the event the Reseller violates the provisions of the FCPA or any applicable export regulations. The Reseller further agrees to indemnify and hold SSS harmless against any claims for costs, damages, losses, expenses, including reasonable attorneys’
fees, or liability arising out of or in connection with any breach of this Section.
26. Choice of Law and Arbitration
26.1. This Agreement shall be governed by and construed under the laws of the State of Texas, without regards to its conflicts of law provisions. The United Nations Conventions on Contracts for the International Sale of Goods are expressly excluded when interpreting this Agreement and orders hereunder.
26.2. Disputes hereunder will be settled by binding commercial arbitration by the American Arbitration Association under its rules and auspices then in effect. Such arbitration will occur Bexar County, in the State of Texas. Judgment upon award(s) rendered by the arbitrator may be entered into any court having jurisdiction. The prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs related to such arbitration.
27. Entire Agreement
27.1. This Agreement, which incorporates all exhibits hereto, supersedes all prior oral or written proposals, communications, understandings, representations, warranties, covenants, promises, or agreements made or existing between the parties hereto prior to or simultaneously with these agreements, and constitutes the entire understanding between the parties relating to the subject matter hereof.
27.2. This Agreement may not be explained or supplemented by any prior course of dealings between SSS and the Reseller or by trade custom or usage. SSS will not be bound by any additional or different terms and conditions that may be set forth in any purchase order or other document from the Reseller, unless explicitly accepted by SSS in writing. Such additional or different terms and conditions are deemed to be material alterations to these agreements and SSS hereby gives continuing notice of its objection to such alterations. Except as otherwise provided herein, no additions, amendments, or modifications to these agreements shall be effective unless it is in writing and signed by and on behalf of both parties.
28. General
28.1. The specified discounts and exclusivity shall apply to the prices as shown in the price sheet (which is found within the reseller portal) and are applicable annually for total sales within the USA and its territories.
28.2. Data Rights: SSS and Reseller jointly maintain the right to all data transmitted from the Product(s) to SSS’s software application platform and to any derivative work associated with that data. This shall include any integration programming software to allow mutually agreed data acquisition from devices to which SSS maintains exclusive rights. The intellectual property rights of all such derivative work from that data will be jointly owned by SSS and Reseller.
28.3. In the event either party has knowledge of any event or circumstance that may prevent or threaten to prevent its timely performance hereunder, it shall immediately notify the other party in writing.
28.4. The rights and remedies provided herein are cumulative and are in addition to any other remedies available by law or in equity.
28.5. The waiver by either party of a breach of any provision hereunder shall not operate or be construed as a waiver of any subsequent breach of that or any other provision.
28.6. Any provision or portion hereof deemed to be invalid, illegal or unenforceable by a court of competent jurisdiction, shall not affect any other provision and the remainder of these terms and conditions shall continue in full force and effect.
29.0 Notices under this Agreement must be sent by telegram, telecopy, registered or certified mail, or e-mail if receipt of the e-mail is acknowledged to the appropriate party at its location submitted during the reseller application (or to a new address if the other has been properly notified of the change). A notice will not be effective until the addressee actually receives it.

EXHIBIT A
SERVICES
External Discover
Monthly External Vulnerability Scanning with white labeled reporting done on a per-end-client basis.
Comprehensive Discover
Monthly External and Internal Vulnerability Scanning with white labeled reporting done on a per-end-client basis
Comply
External security assessment, including network, web application, and social engineering attack vectors, is performed annually in conjunction with external vulnerability scanning performed monthly. All services include a white labeled report provided to resellers on a per-end-client basis.
Standard Penetration Test
External and internal penetration test with one-time vulnerability scanning of in-scope assets covering only network-based vulnerabilities. All services include a white labeled report provided to reseller on a per end client basis.
Assess
Comprehensive security assessment, including both internal and external scopes. The assessment will evaluate network, web application, and social engineering attack vectors performed annually in conjunction with monthly external and internal vulnerability scanning. This service will also have the no-cost option to include cloud security assessments, password auditing, anti-virus configuration reviews, wireless network assessments, and active directory configuration reviews.
PRICING
The price list is found within the reseller portal.
TERRITORY
Anywhere within North America unless specifically authorized elsewhere.