Partner Terms and Conditions

Our promise

We at Catchpoint are committed to the security and integrity of your information. This commitment is present when we design and build our software and system architecture; when we configure our servers or select our vendors and partners. It extends to our internal security policies and processes and our employees who are an essential piece of this commitment.


These Catchpoint Systems Partner Program General Terms and Conditions (the “Agreement”) is
made  and  entered  into  by  and  between  Catchpoint  Systems,  Inc.,  on  behalf  of  itself  and  its  Affiliates
(“Catchpoint Systems”) through the entity specified in the applicable schedule, and the company named in
the applicable schedule (“Partner”).

WHEREAS Catchpoint Systems and Partner desire to form an arrangement under which Partner
shall  promote,  refer,  and  sell  Catchpoint  Systems’  products  and  services  subject  to  the  terms  of  this
Agreement and the relevant schedule into which this Agreement is incorporated;

NOW, THEREFORE, in consideration of the mutual covenants herein, the parties agree as follows:

1. Definitions.

Capitalized terms not otherwise defined herein have the following meanings.

1.1 “Affiliate” means  any  entity  directly  or  indirectly  controlling,  controlled  by,  or  under
common control with another entity, where “control” means ownership of more than fifty percent (50%) of
the voting stock or other equity interests of an entity, or the right to direct the management of such entity.

1.2 “Business Terms” means the collection of documentation provided by Catchpoint Systems
and  made  available  to  Partner  which  describes  partner  and  discount  levels,  partnership  benefits  and
requirements, and training and certifications. The Business Terms are incorporated into this Agreement by
this reference.

1.3 “Catchpoint  Marks”  means  any  trademarks  or  service  marks  that  are  associated  with
Catchpoint Systems or Catchpoint Services, including without limitation, any trademark or service mark
used or to be used in commerce with any Catchpoint Services.

1.4 “Catchpoint  Services”  means  each  of  the  proprietary  monitoring  SaaS  products  that
Catchpoint Systems licenses to its customers.

1.5 “Catchpoint Terms” means Catchpoint Systems’ terms and conditions that govern the use
of Catchpoint Services, and that will be provided by Catchpoint Systems. Where the terms and conditions
that  govern  use  of  Catchpoint  Services  are  specifically  negotiated  between  Catchpoint  Systems  and  a
Customer, the Catchpoint Terms will refer in that instance to those negotiated terms and conditions.

1.6 “Confidential Information” means all non-public, confidential or proprietary information
of  each  Party  disclosed  before  or  after  the  Effective  Date  where:  (a)  if  disclosed  in  writing,  is  marked
“confidential” or “proprietary” at the time of disclosure; (b) if disclosed orally, is identified as
“confidential” or “proprietary” at the time of disclosure, and summarized in a writing sent by the disclosing
party to the receiving party within thirty (30) days of such disclosure; or (c) without a marking requirement
where  the  receiving  party  knows  or  reasonably  should  understand  from  the  nature  of  the  information
involved  that  it  constitutes  confidential  or  trade  secret  information.  Confidential  Information  may  also
include information of a third party that is in the possession of one of the parties and is disclosed to the
other party under this Agreement.

1.7 “Customer”  shall  mean  the  end-user  purchaser  or  licensee  that  acquires  Catchpoint
Systems  Services  for  its  own  personal  or  internal  use  without  the  right  to  resell,  remarket,  or  otherwise
distribute Catchpoint Systems Services.

1.8 “Customer Service Order” or “SO” means the document, entered into between a Customer
and either Catchpoint Systems or Partner, as applicable, that details specific Catchpoint Systems Services
to be provided to Customer.

1.9 “Data  Privacy  Laws”  means  all  data  protection  and  privacy  laws,  rules,  directives,  and
regulations applicable to the relevant party in its role in the processing of Personal Information for purposes
of this Agreement, including where applicable, the European Union General Data Protection Regulation
and the California Consumer Privacy Act.

1.10 “Personal Information” has the meaning ascribed to it, or similar terms, as applicable, in
Data Privacy Laws.

1.11 “Territory” means the geographic territory set forth in the applicable schedule.

2. Appointment of Partner.

2.1 Appointment  and  Acceptance. Subject  to  and  conditioned  on  Partner’s  compliance  with
the  terms  and  conditions  of  this  Agreement,  Catchpoint  Systems  hereby:  (a)  appoints  Partner  as  a
Catchpoint Systems non-exclusive partner in accordance with this Agreement and the applicable schedule,
for the license of the Catchpoint Services in the Territory during the Term to certain third-party end users;
and (b) authorizes Partner, during the Term, to describe itself in promotional, advertising, and marketing
materials  relating  to  the  Partner’s  Services  as  an  “Authorized  Partner”  of  Catchpoint  Systems.  Partner
hereby accepts such appointment.

2.2 Updates and Modifications. Notwithstanding anything to the contrary in this Agreement,
Catchpoint Systems reserves the right to make changes to the Business Terms at any time upon sixty (60)
days’ notice to Partner. Partner reserves the right to notify Catchpoint Systems of termination as stated in
Section 8.

3. Relationship Managers.

3.1 Designing Relationship Managers. Catchpoint Systems and Partner each agree to appoint
a duly authorized representative who responsible for facilitating, on a timely basis, the day-to-day activities
under this Agreement (each, a “Relationship Manager”). As of the Effective Date, the Relationship Manager
for each party is set forth in the relevant schedule. Each of Catchpoint Systems and Partner may change its
Relationship  Manager  by  email  notice  to  the  other  party’s  Relationship  Manager  at  any  time.  The
Relationship Managers shall meet regularly via telephone and in-person meetings.

3.2 Joint Sales and Marketing. The Relationship Managers shall confer regularly and cooperate
to make such arrangements as are useful and productive for: (a) Catchpoint Systems to train Partner’s sales
team in the marketing of Catchpoint Systems; and (b) Catchpoint Systems to join Partner in meetings in the
Territory with Named Accounts and other third parties as appropriate.

3.3 Review of Registered Opportunities. At least once every six (6) months, the Relationship
Managers shall meet in person or by telephone to review the list of Registered Opportunities and to adjust
the list as necessary. Catchpoint Systems reserves the right to remove entities from the list of Registered
Opportunities if Partner’s results in the prior six months have not been satisfactory, in Catchpoint Services’
judgment exercised in good faith.

4. Qualification Process.

4.1 Deal Registration Form. Partner can notify Catchpoint Systems of a Prospect by emailing
a  completed  Deal  Registration  Form  (see  template  attached  under  Exhibit  B  of  Business  Terms),  to Catchpoint Systems will either accept, reject, or update the submitted
registration  within  five  (5)  business  days,  and,  if  an  opportunity  is  rejected,  will  provide  a  reason  for
rejection. Once in effect, the registration lasts for ninety (90) days. A registration may be extended in thirty
(30)  day  intervals  with  proper  approvals.  Catchpoint  Systems  reserves  the  right  to  cancel  a  Deal
Registration should the partner not perform as expected or violates any terms of this Agreement.

4.2 For  the  avoidance  of  doubt,  unless  otherwise  stated  in  this  Agreement  or  the  applicable
schedule, or the Business Terms, Catchpoint Systems may solicit directly, or receive solicitations directly
from,  Customers,  and  any  Partner  customer  or  opportunity  at  any  time,  for  any  new,  upsell,  or  renewal

5. Sales and Promotion.

5.1 Sales  and  Marketing.  Partner  will  use  its  best  efforts  to  specify,  promote,  refer,  and  sell
Catchpoint Services through sales, promotions, and advertising programs. In addition to resources provided
by  Catchpoint  Systems  to  Partner,  Partner  will  use  its  own  resources  to  market  and  sell  the  Catchpoint
Services globally. Partner will employ competent and knowledgeable sales and services personnel who are
thoroughly  familiar  with  the  features,  operational  and  technical  advantages  of  each  of  the  Catchpoint
Services, and who can fully demonstrate and explain the features, and operational and technical advantages
of the Catchpoint Services to purchasers and prospective purchasers. Partner will provide adequate training
to such sales and services personnel with respect to current and future Catchpoint Services to be marketed
and sold by Partner. Partner will, from time to time, make Partner’s sales and services personnel available
for Catchpoint Systems to provide on-site or off-site training in connection with the Catchpoint Services.

5.2  Partner  Obligations.  Partner  shall  use  its  best  efforts  to  specify,  promote  and  sell
Catchpoint Systems Services through sales, promotion, and advertising programs. At all times during the
Term, Partner shall, in accordance with the terms and conditions of this Agreement:
a. Advertise,  promote,  and  market  the  Catchpoint  Services  in  the  Territory,  and  use  best
efforts  to  maximize  the  distribution  of,  and  Customer  satisfaction  with,  the  Catchpoint

b. Provide  access  to the  Catchpoint  Services solely  under  the  terms of  a  Customer Service
Order (other than in the case of a free trial), ensure that the Named Accounts and Customers
receive, are aware of, and accept the Customer Service Order before using the Catchpoint
Services (other than in the case of a free trial), and promptly report to Catchpoint Systems
in writing any actual or suspected non-compliance with the Customer Service Order (this
subsection is not applicable to Referral Partners);

c. With  respect  to  a  free  trial  for  a  prospective  Customer,  notify  Catchpoint  Systems’
Relationship Manager by email with the information required for Catchpoint Systems to
set  up  an  account  for  the  free  trial  (e.g.,  company  name  and  contacts,  URLs  (up  to  5),
locations (up to 3), maximum one transaction);

d. Maintain sufficient knowledge of the offerings competitive with the Catchpoint Services
(including  specifications,  features  and  benefits)  to  be  able  to  explain  in  detail  to  Named
Accounts  and  Customers  the  differences  between  Catchpoint  Services  and  competing

e. Before publicly disseminating or using any advertising, promotional, or marketing
materials for any Catchpoint Services, supply a representative sample of such materials to
Catchpoint Systems for approval;

f. Maintain  books,  records,  and  accounts  of  all  transactions  and  activities  covered  by  this
Agreement and permit full examination thereof by Catchpoint Systems and its
representatives in accordance with this Agreement;

g. At  all  times  comply  with  applicable  Law  (including,  without  limitation  the  Laws  of  the
Territory)  in  its  performance  under  this  Agreement,  in  a  manner  that  is  consistent  with
good business practice, and that reflects favorably at all times on Catchpoint Services;

h. Be prohibited from modifying or reverse engineering, disassembling, decompiling,
reproducing or creating derivative works from or in respect to any Catchpoint Services, or
any Catchpoint Systems product, or any component thereof; and

i. Be prohibited from accessing or using any Catchpoint Services in order to: (a) develop a
competitive or similar product or service; (b) copy the features, functionality or design of
Catchpoint Services or of its underlying software; (c) interfere with or disrupt or attempt
to interfere with or disrupt the integrity of the performance of Catchpoint Services or any
information  or  materials  therein;  (d)  gain  or  provide  unauthorized  access  to  Catchpoint
Services or its related systems or networks; (e) disclose the results reported by Catchpoint
Services  for  competitive  purposes;  or  (f) present  as  Catchpoint  Services’  reporting  any
results that are modified from the results actually reported by such Catchpoint Services.

5.3 Customer  Information.  Partner  shall,  during  and  after  the  Term,  provide  to  Catchpoint
Systems, in such form as Catchpoint Systems requires, Customer Information as necessary to operate and
manage the Catchpoint Services, provide access to the Catchpoint Services, enforce the Catchpoint Terms,
and other purposes. For Customer Information that constitutes personal information under applicable law,
Partner shall, to the extent consistent with its agreements with Customers: (a) notify and, where required
by applicable Law, obtain the appropriate consent of, all relevant individuals, that their information may be
transferred  or  disclosed  to  Catchpoint  Systems  and  third  parties  for  the  forgoing  purposes;  (b) maintain
appropriate safeguards for the protection of the Customer Information; and (c) comply, and ensure that its
employees, agents, contractors, and vendors comply, with all applicable Laws regarding data privacy and
security, required data breach notifications and personal information.

5.4 Forecasting. Partner will have forecasting obligations as set forth in the Business Terms.

5.5 Service Orders. Partner shall submit orders to Catchpoint Systems, either in writing or in a
printable  electronic  format,  to  purchase  Catchpoint  Services  (collectively,  the  “Purchase  Orders”),  upon
those terms and conditions which may be established and revised from time to time by Catchpoint Systems.
Catchpoint  Systems  may,  at  its  sole  and  exclusive  option,  accept  or  reject  any  and  all  Purchase  Orders
submitted by Partner hereunder. Catchpoint Systems shall be under no obligation to provide any Catchpoint
Systems Services if: (a) Partner’s Purchase Order has not been accepted by Catchpoint Systems; (b) Partner
is delinquent in the payment of any amounts due and payable to Catchpoint Systems, its Affiliate, or to any
third party (including, without limitation, banks, finance companies, etc.) for the purchase of Catchpoint
Systems Services; or (c) Catchpoint Systems determines, in its sole and absolute discretion, that Partner is
experiencing financial problems or is generally unable to pay its debts and liabilities as they become due.

Any terms or conditions appearing on the face or reverse side of any Purchase Orders, or on any website
providing access to such Purchase Orders shall be of no force or effect. Neither Catchpoint Systems’ failure
to  explicitly  or  specifically  object  to  any  such  terms  or  conditions,  nor  its  acceptance  or  filling  of  any
Purchase Order hereunder, shall be deemed a waiver of its rights or its acquiescence with such terms and

5.6 Purchase  Prices. The  purchase  prices  for  the  Catchpoint  Services  to  be  paid  by  Partner
shall be as listed in Catchpoint Systems’ confidential price list, and at the applicable Partner Level discount
set forth in the Business Terms. The price list applicable to each order shall be Catchpoint Systems’ then-
current price list at the time the Purchase Order is submitted and accepted. Catchpoint Systems reserves the
right to revise pricing at any time in its sole discretion upon providing Partner an updated price list in writing
given thirty (30) days’ written notice.

5.7 Payment Terms. Partner shall remit the full net invoice price for the Catchpoint Systems
Services to Catchpoint Systems within thirty (30) days from invoice date, provided, however, that if Partner
does not receive credit approval, it must pay all fees and charges in advance. For the avoidance of doubt,
Partner’s payment obligations to Catchpoint Systems hereunder are not dependent upon Partner’s receipt
of  payment  from  Customers,  and  Partner  is  in  no  way  relieved  of  its  payment  obligations  herein  to
Catchpoint Systems if the reseller or Customers delays or fails to make payment to Partner or its reseller.  
Catchpoint Systems’ written invoice to Partner shall state the purchase price for the Catchpoint Services,
together  with  all  other  applicable  itemized  charges  (including  shipping,  delivery  charges  and  taxes).  All
sums not paid when due will accrue interest charges of one and one-half percent (1.5%) per month or the
maximum rate permitted by law, whichever is less. If it should become necessary for Catchpoint Systems
to  institute  any  proceedings  to  collect  any  amounts  due  hereunder  from  Partner,  then  Partner  shall  also
reimburse  Catchpoint  Systems  for  any  and  all  costs  and  expenses  in  connection  therewith,  including
reasonable  attorneys’  fees.  Without  limiting  any  rights  and  remedies  available  to  Catchpoint  Systems,
Catchpoint  Systems  may,  at  its  sole  and  exclusive  option,  require  advance  payment,  and/or  may  refuse,
cancel or reschedule any Purchase Orders, including back orders, which may be submitted by Partner in the
event that Partner is in breach of this Agreement or fails to make prompt payment to Catchpoint Systems
for any Purchase Order. Catchpoint Systems may, in its sole and absolute discretion, change any financial
requirements for, and terms and credit limits extended to, Partner.  In the event Partner fails to pay invoices
when due, the parties agree that Catchpoint Systems can then engage directly with the Customer to request
and receive the payment.  Partner shall not have, as a result of this Agreement, any right of set-off against
any amount owed to Catchpoint Systems hereunder.

5.8 The foregoing Section 5.4 and Section 5.6 do not apply to Referral Partners. The payment
and  Customer  Service  Order  terms  for  Referral  Partners  is  set  forth  in  the  applicable  Referral  Partner

6. Catchpoint Systems Responsibilities.

6.1 Technical Support.  During the Term, Catchpoint Systems will provide Catchpoint Services
(including  training  and  technical  support)  to  Customers,  in  each  case  in  accordance  with  the  applicable
Customer Service Order, and in a professional, skillful, and responsive manner;

6.2 Pricing Quote. Promptly under Partner’s request, prepare a pricing quote for Partner that
shows  the  cost  to  Partner  of  the  Catchpoint  Services  that  Partner  proposes  to  resell  to  a  prospective
Customer, it being understood that Partner will provide details of such prospective Customer’s usage of the
Catchpoint Services necessary for Catchpoint Systems to prepare such quote;

6.3 Accounting. Maintain accurate accounting and other records with respect to all invoicing
and collections activities; and

6.4 Marketing Collateral. Furnish to Partner copies of its then-current marketing collateral for
Catchpoint Services.

7. Licenses; Proprietary Rights.

7.1 Catchpoint  Services  License.  Subject  to  Partner’s  compliance  with  this  Agreement,  and
solely in connection with Partner’s activities as a reseller pursuant to Section 2, Catchpoint Systems hereby
grants Partner, a limited, revocable, non-exclusive, non-transferrable, and non-sublicensable license in the
Territory during the Term solely to demonstrate, market, and facilitate access to the Catchpoint Services to
Customers in the Territory solely for such Customers’ internal use under the Catchpoint Terms.

7.2 Catchpoint Marks License. Subject to Partner’s compliance with this Agreement,
Catchpoint Systems hereby grants Partner a limited, revocable, non-exclusive, non-transferrable, and non-
sublicensable, royalty-free license in the Territory during the Term: (a) to use the Catchpoint Marks; (b) to
reproduce and distribute Catchpoint Systems-furnished marketing collateral; and (c) to create and distribute
derivatives works based on such marketing collateral; in each use (a) through (c), solely for use by Partner
to  market,  promote,  refer,  and  resell  the  Catchpoint  Services  as  contemplated  under  this  Agreement,  in
accordance with the then-current Catchpoint Mark guidelines furnished to Partner, as these guidelines may
be updated by Catchpoint Systems from time to time (available at All uses of
the Catchpoint Marks, and all goodwill associated therewith, shall inure solely to the benefit of Catchpoint
Systems. Partner hereby: (y) assigns to Catchpoint Systems all of its right, title and interest in and to all
marketing  collateral  and  other  works  that  it  creates  for  the  Catchpoint  Services  (together  with  the
intellectual  property  rights  therein,  (the  “Catchpoint  Marketing  Collateral”);  and  (z)  agrees  promptly  to
execute  and  deliver  the  documents  requested  by  Catchpoint  Systems  to  evidence  Catchpoint  Systems’
ownership of the Catchpoint Marketing Collateral.

a. Partner shall not use any Catchpoint Mark: (i) in the advertising, promotion, marketing or
distribution  of  any  goods,  services  or  technologies  other  than  the  Catchpoint  Services;
(ii) as part of Partner’s corporate or trade name or any domain name; (iii) in any way that
may cause confusion, mistake or deception; or (iv) in any way that may dilute, tarnish or
otherwise diminish such Catchpoint Mark’s distinctiveness, or jeopardize the reputation of
or  goodwill  associated  with  the  Catchpoint  Marks,  Catchpoint  Services  or  Catchpoint
Systems, or the validity of Catchpoint Systems’ ownership of the Catchpoint Marks or the
registrations therein.

b. Other  than  for  the  uses  of  the  Catchpoint  Marks  expressly  permitted  under  this  Section,
Partner  shall  not  use,  register  or  attempt  to  register  in  any  jurisdiction  any  mark  that  is
identical to or substantially similar to any of the Catchpoint Marks or that incorporates any
of the Catchpoint Marks in whole or in substantial similar part. Partner shall not at any time
during or after the Term: (i) challenge, or cause, induce, authorize, or assist any third party
to challenge, the validity of the Catchpoint Marks or Catchpoint Systems’ ownership, use
or  registration  of  or  rights  in  any  of  the  Catchpoint  Marks;  or  (ii)  take  any  action  in
derogation of Catchpoint Systems’ rights in the Catchpoint Marks. If Partner acquires any
rights  in  any  mark  that  is  identical  or  substantially  similar  to  any  Catchpoint  Marks,  by
operation  of  law  or  otherwise,  Partner  shall  and  does  hereby  assign  all  such  rights  to
Catchpoint  Systems  and  its  successors,  together  with  all  associated  goodwill  in  and
applications and registrations for such mark; it being understood that Catchpoint Systems
shall reimburse Partner for the reasonable out-of-pocket costs it incurs in executing such
assignment of documents, provided that Partner shall not be entitled to receive
compensation for such identical or substantially similar marks.

7.3 Ownership; No Implied Rights. As between Catchpoint Systems and Partner, Catchpoint
Systems retains all right, title, and interest in and to the Catchpoint Services and all technology, software,
data,  information  or  other  content  embodied  therein  or  provided  thereby  (including  the  software  in  any
Catchpoint Systems-provided hardware, as applicable), as well as any intellectual property rights or similar
rights associated therewith, including the Catchpoint Marks. Other than as expressly licensed by Catchpoint
Services in the Agreement, Partner neither owns nor acquires any rights in or to the Catchpoint Services
and Catchpoint Marks. Partner further acknowledges that Catchpoint Systems retains the right to use the
Catchpoint Services for any purpose in Catchpoint Systems’ sole discretion, including, without limitation,
by appointing additional promoters or agents to promote the Catchpoint Services.

7.4 License to Use Partner’s Marks. During the term of this Agreement, Partner shall grant to
Catchpoint  Systems  a  non-exclusive  and  transferable  license  to  use  certain  registered  and  unregistered
trademarks and trade names of Partner (collectively, the “Partner Marks”) in connection with Catchpoint
Systems’  efforts  to  sell,  market,  promote,  and  advertise  the  Services  under  this  Agreement,  including,
without limitation, Catchpoint Systems’ ability to refer to Partner as an “Authorized Catchpoint Systems
Partner”. Catchpoint Systems acknowledges that Partner reserves all rights and in any and all existing and
additional goodwill generated in the Partner Marks, and that, except as expressly stated herein, Catchpoint
Systems has no other right in and to any of the Partner Marks and Catchpoint Systems will make no other
use of the Partner Marks unless authorized by Partner. Catchpoint Systems shall not take any actions which
may  either  damage  or  diminish  the  value  of  any  of  the  Partner  Marks,  and  Catchpoint  Systems  shall
promptly notify Partner of any known or suspect infringement or unauthorized use of any of the Partner

8. Term and Termination.

8.1 Term.  This  Agreement  shall  be  effective  from  the  date  hereof  and  shall  continue  for  a
period of one (1) year, unless sooner terminated earlier pursuant to Section 8.2 below. This Agreement shall
thereafter automatically renew for additional one (1) year terms unless either party informs the other party
that it does not wish to renew this Agreement at least thirty (30) days prior to the expiration of the then-
current term. The parties acknowledge and agree that either party may elect not to renew this Agreement
for any reason whatsoever under this Section.

8.2 Termination. Notwithstanding Section 8.1 above, this Agreement may be terminated upon
occurrence of any of the following:

a. For  Convenience.  This  Agreement,  including  Partner’s  ability  to  sell  the  Catchpoint
Systems  Services  hereunder,  may  be  terminated  by  either  party  at  any  time  without  cause,  with
such termination to become effective thirty (30) days following the date of the written notice to the
other party.

b. For Cause. In addition to all other rights and remedies available to a party, this Agreement
may be terminated by either party immediately upon giving written notice to the other party hereto
for any of the following acts or events:

  • Either party breaches any material provision of this Agreement, and fails to cure
    the breach within thirty (30) days after receipt of notice of breach;
  • Either party makes any false representation, report or claim in connection with the
    business relationship of the parties hereto;
  • Either party is determined to have violated any federal, state, local, or foreign law,
    regulation,  or  ordinance  that  pertains  in  any  way  to  anti-corruption,  commercial
    bribery, fraud, or conflict of interest;
  • Either  party  is  determined  to  be  under  active  investigation,  or  have  been  under
    investigation  in  the  past,  for  alleged  violations  of  any  federal,  state,  local,  or
    foreign law, regulation, or ordinance that pertains in any way to anti-corruption,
    commercial bribery, fraud, or conflict of interest;
  • Either  party  becomes  insolvent  or  liquidates  or  terminates  its  business  or  is
    adjudicated bankrupt or makes an assignment for the benefit of creditors or invokes
    the provisions of any law for the relief of debtors or files for or has filed against it
    any  similar  proceeding  or  generally  becomes  unable  to  pay  its  debts  as  they
    become due;
  • Partner  attempts  to  assign  this  Agreement,  either  in  whole  or  in  part,  without
    Catchpoint Systems’ prior written consent; or
  • Partner  effects  any  material  change  in  its  business  or  liquidates,  terminates  or
    ceases its business operations.

8.3 Effect  of  Termination.    Upon  the  termination  of  this  Agreement  for  any  of  the  reasons
described in this Section, each party shall fully cooperate with the other party hereto in all matters relating
to the winding up of this Agreement and the relationship between the parties. Termination of this Agreement
shall not extinguish any debts or other obligations created or arising between the parties by virtue of this
Agreement  or  by  virtue  of  any  agreements  entered  into  hereunder  by  the  parties  prior  to  the  date  of
termination. Catchpoint Systems and Partner further agree to the following:

a. Acceleration  of  Payments.  Upon  notice  of  any  termination  of  this  Agreement,  Partner  shall
promptly pay to Catchpoint Systems all unpaid fees for any: (i) terminated Customer Service
Orders; or (ii) outstanding amounts owed to Catchpoint Systems, including, without limitation,
any deferred payments which may become due at a future date, or other credit arrangements
between Partner and Catchpoint Systems.

b. Discontinue Use of Catchpoint Marks. Upon any termination of this Agreement, Partner shall,
at its sole cost and expense, promptly remove, discard and discontinue the use of any of the
Catchpoint Marks from all of Partner’s advertising and business materials, including, without
limitation, any and all signs, logos, banners or other designations.

c. Discontinue  Use  of  Partner  Marks.    Upon  any  termination  of  this  Agreement,  Catchpoint
Systems shall, at its sole cost and expense, promptly remove, discard and discontinue the use
of  any  of  the  Partners  Marks  from  all  of  Catchpoint  Systems’  advertising  and  business
materials, including, without limitation, any and all signs, logos, banners or other designations.

d. No Termination Liability.  The parties acknowledge and agree that upon the termination of this
Agreement without cause in accordance with this Section, neither party shall be liable to the
other party hereto as a result of such termination, including, without limitation, damages due
to any loss of prospective sales or profits, expenditures, investments or other commitments in
connection with the business or goodwill of Catchpoint Systems or Partner, or for any other
reason  whatsoever  in  connection  with  such  termination.  Following  the  termination  of  this
Agreement,  Catchpoint  Systems  may  continue  to  use,  in  its  sole  discretion,  any  and  all
Opportunity information provided by Partner.

9. Representations and Warranties.

The parties hereby represent and warrant as follows:

9.1 Authorization and Approvals. This Agreement is the legal, valid and binding obligation of
each party hereto, enforceable in accordance with its terms, subject to judicial discretion regarding specific
performance  or  other  equitable  remedies,  and  except  as  may  be  limited  by  bankruptcy,  reorganization,
insolvency,  moratorium  or  other  laws  relating  to  or  affecting  the  enforcement  of  creditors’  rights  and
remedies  generally.  This  Agreement  has  been  duly  and  validly  authorized  by  all  necessary  corporate  or
other action of each party hereto.

9.2 No Further Approvals or Consents. No further approvals or consents by, or filings with,
any third party or any federal, state, municipal, foreign, or other court or governmental or administrative
body or agency are required in connection with the execution and delivery by each party of this Agreement.

9.3 No Violations. Neither the execution and delivery of this Agreement, nor the
consummation of the transactions contemplated hereby, will: (a) violate, or be in conflict with, or constitute
a default (or any event which, with the giving of notice or lapse of time or both, would constitute a default)
under any material agreement or instrument to which either party hereto is bound; or (b) violate any order,
writ, injunction, decree, law, statute, rule or regulation of any court or governmental authority applicable
to either party hereto.

9.4 Partner Status. Partner represents and warrants that the information pertaining to Partner in
its  completed  Business  and  Legal  Status  of  Partner  attachment  (See  Exhibit  A  of  Business  Terms),  as
incorporated  into  this  Agreement  by  this  reference  in  the  Business  Terms,  is  true  and  correct  as  of  the
Effective Date. Partner shall promptly notify Catchpoint Systems in writing if there is any change in any of
the information of Partner contained in the Business Terms.

9.5 Partner  Qualifications.  Partner  represents  and  warrants  that  Partner  is  fully  qualified  to
adequately  represent  Catchpoint  Systems’  interests  hereunder,  has  or  will  timely  complete  any  required
training and certifications, and that Partner has the capability, sales and services personnel, facilities, sales
and services experience, technical knowledge, resources, financial ability and interest to promote
Catchpoint Systems’ image, goodwill and reputation, and to meet high standards of performance in all areas
of Partner’s retail sales, services, and installations.

9.6 Partner  Financial  Condition.    Partner  represents  and  warrants  that  Partner  is  in  good
financial  condition  and  maintains  cash  and/or  liquid  assets  in  an  amount  sufficient  to  enable  Partner  to
satisfy all of its payment obligations as they become due under this Agreement.

9.7 Warranty.    Any  warranties  on  Catchpoint  Systems  Services  are  provided  directly  from
Catchpoint  Systems  to  Customers;  Partner  is  not  authorized  to  offer  any  such,  different,  or  additional,
warranties to partners or Customers.  All warranty claims shall be referred by Partner to Catchpoint Systems
for  review  and  resolution.  In  the  event  Catchpoint  Systems  authorizes  the  refund  of  fees  paid  for  any
Catchpoint Systems Services, Partner will refund the Customer for such fees. Catchpoint Systems will then
reimburse Partner after being provided written proof of Partner’s refund to Customer.

9.8 Compliance with Laws. Catchpoint Systems and Partner represent and warrant that both
shall comply with all applicable federal, state, local, and foreign laws, regulations and ordinances, including
all  applicable  data  privacy,  anti-corruption,  commercial  bribery,  fraud,  or  conflict  of  interest  laws,
regulations  and  ordinances  of  any  jurisdiction  (“Anti-Corruption  Laws”).  In  addition,  irrespective  of
whether  it  is  legally  subject  to  the  United  States  Foreign  Corrupt  Practices  Act  (“FCPA”)  and  the  UK
Bribery  Act,  Catchpoint  Systems  and  Partner  will  both  fully  comply  with  the  legal  requirements  of  the
FCPA and the UK Bribery Act as though legally subject to it. Furthermore, Catchpoint Systems and Partner
warrant that neither Party has ever violated and is not currently under investigation for any violation of any
Anti-Corruption Laws, including the FCPA and the UK Bribery Act. Partner will defend, indemnify and
hold  harmless  Catchpoint  Systems  and  its  Affiliates’  officers,  directors  and  employees  from  and  against
any and all losses, costs, actions, damages and expenses, including reasonable attorney’s fees arising from
Partner’s breach of this clause.

10. Indemnification.

10.1 Partner’s Indemnification Obligations. Partner, at its own expense, will defend, indemnify
and  hold  harmless  Catchpoint  Systems  and  its  Affiliates’  officers,  directors,  shareholders,  employees,
agents and representatives and their respective licensors and/or resellers from and against any and all third
party claims, demands, litigation, liabilities, judgment, actions, or otherwise (“Claims”), and any and all
expenses, costs (including reasonable attorney’s fees), judgments, damages, and/or other liabilities resulting
from  such  Claims,  that  arise  or  result  from  Partner’s:  (a)  any  representation  as  to  future  functionality  or
otherwise,  misrepresentation,  negligent  or  tortious  act  or  omission,  or  breach  of  or  default  under  this
Agreement, in each case by Partner, or by anyone else acting for or on behalf of Partner, in connection with
the promotion, distribution, resale or other dealings with respect to the Catchpoint Systems Services; (b)
any breach of representations and warranties made by Partner that are inconsistent with or in addition to
the representations or warranties made by Catchpoint Systems in the applicable Catchpoint Terms; (c) any
breach  of  Partner’s  representations  and  warranties  herein;  (d) Partner’s  use  or  misuse  of  the  Catchpoint
Services  in  violation  of  this  Agreement  or  the  applicable  Catchpoint  Terms;  (e)  for  Partner’s  breach  of
Section  9.8;  and  (f) any  intellectual  property  indemnification  not  covered  by  Catchpoint  Systems’
indemnification obligations as set forth in Section 10.2 below.

10.2 Catchpoint  Systems’  Indemnification  Obligations.  Subject  to  the  limitations  set  forth  in
Section 11, Catchpoint Systems agrees, at its own expense, to defend and indemnify Partner, its Affiliates,
and  their  respective  directors,  officers,  employees,  and  agents  for,  and  at  Catchpoint  Systems’  option  to
settle, in its sole discretion, any and all Claims brought against Partner alleging that the Catchpoint Systems
Services, as used within the scope of this Agreement, infringe any valid and enforceable patent of the United
States or European Union. Catchpoint Systems has the right, in its sole discretion, to: (a) procure for Partner
the  right  to  use  the  allegedly  infringing  Catchpoint  Systems  Services  as  provided  herein;  (b) replace  the
allegedly  infringing  Catchpoint  Systems  Services  with  non-infringing,  functionally  equivalent  products;
(c) suitably  modify  the  allegedly  infringing  Programs  to  eliminate  the  Claims  of  infringement,  with  no
material loss of functionality; or (d) in the event Catchpoint Systems determines, in its sole discretion, that
(a),  (b),  and/or  (c)  are  not  possible  or  commercially  reasonable,  Catchpoint  Systems  may  terminate  the
Customer’s  license  and  refund  to  Partner  the  pro  rata  purchase  price  paid  therefor.  Notwithstanding  the
foregoing, Catchpoint Systems assumes no liability for infringement Claims arising from: (u) any breach
of  any  representations  or  warranties  made  by  Partner  that  are  inconsistent  with  or  in  addition  to  the
representations or warranties made by Catchpoint Systems in the applicable Catchpoint Terms;
(v) combination of the Catchpoint Systems Services with any other products not provided, or authorized,
by  Catchpoint  Systems;  (w)  any  modifications  to  the  Catchpoint  Systems  Services  by  any  person  other
than, or authorized by, Catchpoint Systems; (x) any continued use of the version of the Catchpoint Systems
Services in Partner’s possession following notice by Catchpoint Systems that such Programs are the subject
of a third party Claim of infringement; (y) use of any version of the Programs other than the most recent
two versions that Catchpoint Systems has made available to Partner, or without additional cost to Partner,
if the infringement would have been avoided by using one of the two most recent versions; or (z) Partner’s
specific  business  use  of  the  Catchpoint  Services  which  is  the  basis  of  the  Claim,  where  the  Catchpoint
Services  used  for  a  different  business  use  would  not  be  the  basis  of  the  Claim.  THE  FOREGOING

10.3 In  order  to  receive  indemnification  hereunder,  the  party  requesting  indemnification
(“Indemnified Party”) must provide the other party (“Indemnifying Party”) with: (a) prompt written notice
(no later than ninety (90) days) after the Indemnified Party first becomes aware of such a Claim; (b) sole
control and authority over the defense or settlement thereof (the Indemnified Party shall, at its sole expense,
have the right to employ separate counsel to monitor the defense and settlement of the Claim thereof); and
(c) proper and full information as is reasonable, and reasonable assistance to settle and/or defend any such
Claim. For the avoidance of doubt, the Indemnifying Party shall have sole control and authority over the
defense  or  settlement  of  any  Claim,  except  that  the  Indemnifying  Party  cannot  settle  any  Claim  which
requires the Indemnified Party to agree to penalties, liability, fault, or otherwise without the Indemnified
Party’s prior written consent.







12. Confidential Information.

12.1 Obligations. During the terms of this Agreement, either party may provide the other party
with confidential or proprietary materials and information (“Confidential Information”). All materials and
information provided by the disclosing party and identified at the time of disclosure as “Confidential” or
bearing a similar legend, and without a marking requirement where the receiving party knows or reasonably
should understand from the nature of the information involved that it constitutes confidential or trade secret
information, shall be considered Confidential Information. The terms of this Agreement are Confidential
Information, and all pricing terms of a party are such party’s Confidential Information. The receiving party
shall maintain the confidentiality of Confidential Information and will not disclose such information to any
third  party  without  the  prior  written  consent  of  the  disclosing  party,  or  to  any  employee  unless  such
employee needs to know for purposes of performance under this Agreement and has agreed in writing to
protect the confidentiality of such information. The receiving party will not modify, copy, reproduce or use
the Confidential Information other than internally for the purposes contemplated hereunder. The obligations
in this Section shall not apply to any information that: (a) is made generally available to the public without
breach of this Agreement; (b) is developed by the receiving party independently from and without reference
to the Confidential Information; (c) is disclosed to the receiving party by a third party without restriction;
or (d) was in the receiving party’s lawful possession prior to the disclosure and was not obtained by the
receiving  party  either  directly  or  indirectly  from  the  disclosing  party.  The  receiving  party  may  disclose
Confidential Information as required by law or court order; provided that the receiving party provides the
disclosing  party  with  prompt  written  notice  thereof  and  uses  the  receiving  party’s  best  efforts  to  limit
disclosure. At any time, upon the disclosing party’s written request, the receiving party shall return to the
disclosing  party  all  the  disclosing  party’s  Confidential  Information  in  its  possession,  including,  without
limitation, all copies and extracts thereof.

12.2 Confidentiality Agreements. Before allowing any potential Customer, Customer, or other
third  party  to  access  any  Confidential  Information,  each  party  shall  ensure  that  each  such  potential
Customer, Customer, or other third party is bound by obligations of confidentiality that are equivalent in
substance to the protections and restrictions set forth herein for either party’s Confidential Information and
shall continue with the potential Customer, Customer, or other third party for a period of one (1) year or
until  this  Agreement  is  terminated  by  the  provisions  set  forth  herein  by  either  party.  The  foregoing,
notwithstanding, the duration of all obligations of confidentiality set forth herein is the greater of: (a) two
(2) years from the date of disclosure; or (b) for as long as such Confidential Information is protected under
applicable law.

12.3 Confidentiality  Term.  The parties agree to hold  each  other's Confidential  Information in
confidence during the term of this Agreement, and for a period of three (3) years thereafter. Notwithstanding
the foregoing, Partner will keep the Catchpoint Systems Services confidential indefinitely after termination
or expiration of this Agreement, and the parties will maintain each other’s trade secrets confidential for so
long as they are trade secrets under applicable law. The parties agree, unless required by law or with the
written consent of the other party, not to make each other’s Confidential Information available in any form
to any third party for any purpose except to the extent necessary to exercise its rights under this Agreement,
and to treat Confidential Information of the other party with the same degree of care with which it would
treat its own Confidential Information of a like nature, but in no case with less than a reasonable degree of

12.4 Legal  Exception.  It  shall  not  be  a  breach  of  this  section  if  Confidential  Information  is
disclosed pursuant to subpoena or other compulsory judicial or administrative process, provided the party
served with such request promptly notifies the other party in writing and provides reasonable assistance so
that the other party may seek a protective order against public disclosure (except to the extent providing
such notification is legally prohibited), and in the event such disclosure is necessary, then only the minimum
required information may be disclosed.
12.5 Recipients. Each party agrees to limit the disclosure of Confidential Information to those
of its employees and agents who have a need to know such Confidential Information, and each party agrees
to  take  all  reasonable  steps  to  ensure  that  Confidential  Information  is  not  disclosed  or  distributed  by  its
employees or agents in violation of the terms of this Agreement, shall be liable for any such disclosure or
distribution,  and  in  the  event  such  disclosure  is  necessary,  then  only  the  minimum  required  information
may be disclosed.

12.6 Restrictions.  Each  party  agrees  not  to  use  the  other  party’s  Confidential  Information  for
any purpose other than the performance of this Agreement. Each party shall not disclose the terms of this
Agreement  except  as  required  by  law  or  governmental  regulation  without  the  other  party’s  prior  written
consent,  except  that  each  party  may  disclose  the  terms  of  this  Agreement  on  a  confidential  basis  to  its
accountants, attorneys, parent organizations, Affiliates, and financial advisors and lenders. Notwithstanding
the foregoing, following the termination of this Agreement, Catchpoint Systems may continue to use, in its
sole discretion, any and all Opportunity information provided by Partner.

13. Data Privacy.

13.1 With respect to the Personal Information processed under this Agreement, the parties agree
that each is an independent “controller” or “business” (as such terms are defined by Data Privacy Laws)
with  respect  to  such  Personal  Information.  Notwithstanding  anything  to  the  contrary  herein,  in  no  event
will the parties be deemed to be jointly processing Personal Information.

13.2 Each  party  represents  and  warrants  that:  (a)  it  has  and  will  comply  with  its  obligations
under Data Privacy Laws, including providing all required notices, and obtaining any required consents,
that  would  permit  it  to  share  Personal  Information  with  the  other  party  for  the  purposes  set  forth  in  the
Agreement;  (b)  it  has  implemented  reasonable  and  appropriate  administrative,  physical  and  technical
safeguards  and  measures  to  protect  the  security  of  Personal  Information  that  is  collected,  stored,  used,
transmitted, or maintained by it on the other party’s behalf, from any anticipated threats or hazards to the
security or integrity of such information; (c) such safeguards comply with the requirements of applicable
Data Privacy Laws; and (c) it will regularly monitor its security plan to protect against unauthorized access
to or use of such Personal Information (in both hardcopy and softcopy form) that could result in substantial
harm, and will review the scope of security measures at least annually.

13.3 Each party represents and warrants that it has established security incident procedures, and
in the event of a security breach shall immediately activate such procedures and shall notify the other party
within five (5) business days of becoming aware of a possible security breach with respect to such Personal
Information, or as otherwise required by law. Each party agrees that it shall have sole control of any data
breach  notification  required  by  applicable  law  with  respect  to  the  Personal  Information  for  which  it  is

13.4 Any Personal Information exchanged under this Agreement is for purposes of facilitating
the services under this Agreement and is not based on a payment or receipt of consideration from the other
party. If the parties determine that a data processing addendum or similar document is required by Data
Privacy Laws, the parties agree to execute such addendum or other document.

14. Information Security.

14.1  Each party shall have and maintain a written information security program (“Information
Security  Program”)  which  shall  include  all  necessary  technical,  physical,  and  administrative  safeguards
designed  to:  (a)  ensure  the  security  and  confidentiality  of  both  parties’  information,  including,  but  not
limited to, Personal Information and Confidential Information (for purposes hereof, collectively,
“Proprietary  Information”)  in  either  party’s  possession,  custody  or  control;  (b)  protect  against  any
foreseeable  threats  or  hazards  to  the  security  or  integrity  of  Proprietary  Information;  (c)  protect  against
unauthorized access to or use of Proprietary Information; (d) ensure the appropriate disposal of Proprietary
Information;  and  (e)  reasonably  and  adequately  mitigate  any  exposure  of  Proprietary  Information  to
unauthorized individuals.

14.2  In accordance with the foregoing, each party shall, at a minimum:

a. deploy  an  Intrusion  Detection  System  (IDS),  Intrusion  Prevention  System  (IPS),  or  an
equivalent program, that monitors all traffic entering and leaving the party’s systems;

b. ensure that all of systems are and remain “hardened” including, but not limited to installing
a system firewall, Transmission Control Protocol (TCP) wrappers, or similar technology;

c. have  systems  which  are  located  in  secure  facilities  with  physical  access  controls  which
restrict access to authorized individuals only, and such access monitored and recorded for
audit purposes;

d. implement  measures  to  prevent  data  processing  systems  from  being  used,  read,  copied,
altered, or removed without authorization, such as password guidelines, access
authentication rules, encryption, logging of access, and other technical and administrative
measures; and

e. implement measures to ensure that Proprietary Information is protected against accidental
loss or destruction, such as business continuity and disaster recovery plans and data back-
up procedures.

14.3  At  a  party’s  written  request,  the  other  party  shall  provide  to  the  requesting  party
documentation related to their Information Security Program within five (5) business days.

15. Miscellaneous.

15.1  Export Controls.  Certain Catchpoint Systems products and technology may be subject to
US and foreign export controls and related trade regulations. Partner shall obtain all necessary
authorization,  permits  and  consents  relating  to  shipments  to  and  installations  of  the  Catchpoint  Systems
Services  for  Customers.  Partner  agrees  to  comply  with  all  import  and  export  laws  and  restrictions  and
regulations of the US Department of Commerce and other US or foreign agencies or authorities at its own
expense.  Partner  agrees  not  to  export  or  allow  the  export  or  re-export  of  any  of  the  Catchpoint  Systems
Services (or technical data or information related hereto) in violation of any applicable laws or regulations,
or  without  all  required  licenses  and  approvals.  The  foregoing  provision  relating  to  sales  or  shipment
requirements also applies to the sale or shipment to any country, territory, entity, or person subject to US
or foreign trade or economic sanctions or other trade restriction pursuant to which such sale or shipment
would be prohibited absent an applicable license or other authorization.

15.2 Notices. All notices, requests, demands and other communications required by or relating
to this Agreement shall be in writing and may be sent by means of express mail, personally delivered, or
mailed by registered or certified mail, postage prepaid with return receipt requested, at the address set forth
above, addressed to the attention of “Legal.” Notices shall be deemed received by the next business day if
sent by personal delivery, or within five (5) business days if sent by express, certified or registered mail.
Each party may change its address by giving written notice to the other party in the manner as specified in
this Section.

15.3 Assignment.  The  appointment  of  Partner  is  based  upon  Partner’s  representations  and
commitments set forth in this Agreement and Catchpoint Systems’ confidence in Partner, which confidence
is personal in nature. Partner may not assign or transfer (directly, by operation of law, Change of Control,
or otherwise) this Agreement, or any of its rights or obligations under this Agreement, without the prior
written  consent  of  Catchpoint  Systems.  “Change  of  Control”  means:  (a)  a  transfer  to  a  single  entity,  or
group  of  related  entities  (whether  in  a  single  transaction  or  a  series  of  transactions),  of  more  than  fifty
percent (50%) of the stock, assets, or other equity interests in an entity; or (b) a transfer of the right to direct
the management of such entity. An initial public offering of an entity’s stock shall not constitute a Change
of Control within the meaning of this Agreement.

15.4  Waiver.  No  waiver  under  this  Agreement  shall  be  valid  or  binding  unless  set  forth  in
writing  and  duly  executed  by  the  party  against  whom  enforcement  of  such  waiver  is  sought.  Any  such
waiver shall constitute a waiver only with respect to the specific matter described therein and shall in no
way impair the rights of the party granting such waiver in any other respect or at any other time. Any delay
or forbearance by either party in exercising any right hereunder shall not be deemed a waiver of that right.

15.5  Books and Records. During the term of this Agreement and for a period of one (1) year
thereafter,  Catchpoint  Systems  may  request  Partner’s  cooperation  to  verify  Partner’s  general  books  and
records  in  relation  to  Partner’s  obligations  under  this  Agreement,  provided  that:  (a)  Catchpoint  Systems
gives  Partner  at  least  thirty  (30)  days’  prior  notice;  and  (b)  Catchpoint  Systems  may  perform  such
verification no more than once per year unless a material variance is found during said verification, or other
information is discovered, such that it becomes necessary for Catchpoint Systems to perform more than one  
verification during a single year period. Any such verification shall be conducted remotely, during regular
business  hours,  and  shall  not  unreasonably  interfere  with  Partner’s  business  activities.    All  information
disclosed by Partner during the course of the verification shall be deemed Confidential Information subject
to  the  provisions  of  Section  12,  provided  that  the  designation  as  Confidential  Information  shall  not  be
construed to limit Catchpoint Systems’ right to enforce this Agreement. In the event Catchpoint Systems
determines there is a variance, whether material or not, Partner will be liable to Catchpoint Systems for the
then-current list price value of the Catchpoint Systems Services not in compliance with the terms of this
Agreement and any applicable Customer Service Order.

15.6  Insurance.  Each  party  shall  maintain  in  full  force  and  effect  during  the  term  of  this
Agreement the following insurance coverage: (a) employer’s liability insurance coverage including bodily
injury  coverage,  with  a  minimum  of  one  hundred  thousand  dollars  ($100,000)  for  each  employee;
(b) comprehensive general liability insurance coverage, including contingent coverage, bodily injury, and
property  damage  with  minimum  limits  of  $2,000,000.00  per  occurrence,  and  $5,000,000.00  in  the
aggregate;  and  (c)  errors  and  omissions  coverage  with  a  limit  of  one  million  dollars  ($1,000,000).  This
insurance shall continue to be maintained by each party for a period of not less than one (1) year following
termination of this Agreement. Each party shall provide to the other, upon written request, but no more than
once per year, a copy of its certificate of insurance.

15.7 Governing  Law  and  Jurisdiction.  The  rights  and  obligations  of  the  parties  under  this
Agreement  shall not be governed by the 1980 UN Convention on Contracts for the International  Sale of
Goods, but instead shall be governed by and construed under the laws of the country and/or state in which
the relevant Catchpoint Systems contracting entity is incorporated. In the event of any controversy, claim,
or dispute between the parties arising out of or relating to this Agreement, such Claim may be tried solely
in the courts of the city in which the relevant Catchpoint Systems contracting entity’s registered office is
located, and the parties hereby irrevocably consent to the jurisdiction, forum, and venue of such courts.

15.8 Force Majeure. Except for the parties’ confidentiality obligations, and any infringement of
Catchpoint  Systems’  Intellectual  Property  Rights  attributable  to  Partner,  its  Affiliates,  or  its  or  their
employees, contractors or agents, Partner’s indemnification obligations, and Partner and/or its Affiliate’s
payment obligations hereunder, neither party will be liable for default, or be considered to be in breach of,
this Agreement as a result of any cause or condition beyond such party's reasonable control, including, but
not limited to, acts of civil or military authority, national emergencies, third party labor difficulties, fire,
flood or other catastrophe, acts of God, pandemic or epidemic, quarantine, any government authority’s law,
regulation, or act, insurrection, war, terrorism, riots, failure of transportation or power supply, quarantine,
communications outage, internet outage, cyber-attack, or performance (or lack thereof) of third parties.

15.9 Severability. If any provision of this Agreement is invalid or unenforceable for any reason
in any jurisdiction, such provision shall be construed to have been adjusted to the minimum extent necessary
to  cure  such  invalidity  or  unenforceability.  The  invalidity  or  unenforceability  of  one  or  more  of  the
provisions contained in this Agreement shall not have the effect of rendering any such provision invalid or
unenforceable in any other case, circumstance, or jurisdiction, or of rendering any other provisions of this
Agreement invalid or unenforceable whatsoever.

15.10 Relationship  of  the  Parties.    Nothing  contained  in  this  Agreement  shall  be  intended  or
construed to create a relationship of principal and agent, employer and employee, franchisor and franchisee,
master  and  servant,  partnership  or  joint  venture  between  Catchpoint  Systems  and  Partner.  Except  as
contemplated by this Agreement, neither party hereto shall possess, nor is it hereby granted, any right or
authority to assume or create any obligation or enter into any agreement, whether express or implied, on
behalf of or in the name of the other party hereto or to bind the other party hereto in any manner whatsoever
without the prior written consent of such other party.

15.11 No Rule of Strict Construction. The language used in this Agreement will be deemed to be
the language jointly chosen by Catchpoint Systems and Partner to express their mutual intent, and no rule
of strict construction will be applied against either party. No provision of this Agreement will be interpreted
in favor of, or against, either of the parties hereto by reason of such party having drafted such provision or
this Agreement.

15.12 Headings;  Counterparts.  The  headings  in  this  Agreement  are  inserted  merely  for  the
purpose  of  convenience  and  shall  not  affect  the  meaning  or  interpretation  of  this  Agreement.    This
Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original,
and all of which together shall constitute one and the same instrument.

15.13 Entire  Agreement.  This  Agreement  sets  forth  the  entire  agreement  and  understanding
between  the  parties  hereto  with  respect  to  the  subject  matter  hereof  and,  except  as  specifically  provided
herein,  supersedes  and  merges  all  prior  oral  and  written  agreements,  discussions  and  understandings
between the parties with respect to the subject matter hereof, and neither of the parties shall be bound by
any conditions, inducements or representations other than as expressly provided for herein.

15.14 Survival. All provisions which by their nature and context impose continuing obligations
on  the  parties  shall  survive  any  termination  of  this  Agreement,  including  but  not  limited  to,  Partner’s
unsatisfied payment obligations.