Partner Terms and Conditions
CATCHPOINT SYSTEMS PARTNER PROGRAM
GENERAL TERMS AND CONDITIONS
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:
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
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
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
firstname.lastname@example.org. 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
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 www.catchpoint.com/brand). 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
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
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
- 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.
10.1 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
PROVISIONS OF THIS SECTION STATE THE ENTIRE LIABILITY AND OBLIGATIONS OF
CATCHPOINT SYSTEMS, AND THE EXCLUSIVE REMEDY OF PARTNER, WITH RESPECT TO
ANY ACTUAL OR ALLEGED INFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADE SECRET,
TRADEMARK, OR OTHER INTELLECTUAL PROPERTY RIGHT BY THE PROGRAMS.
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.
11. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY.
11.1 DISCLAIMER OF WARRANTIES. EXCEPT AS SET FORTH IN THIS AGREEMENT
AND ALL EXHIBITS AND/OR ATTACHMENTS REFERENCED HEREIN AND SO FAR AS IT IS
PERMITTED TO DO SO UNDER APPLICABLE LAW, CATCHPOINT SYSTEMS MAKES NO
WARRANTIES, WHETHER EXPRESSED, IMPLIED, OR STATUTORY, REGARDING, OR
RELATING TO, THE PROGRAMS, DOCUMENTATION, OR ANY MATERIALS FURNISHED, OR
PROVIDED, TO PARTNER UNDER THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO,
WARRANTIES OF PERFORMANCE, TITLE, USE, OR NON-INFRINGEMENT. CATCHPOINT
SYSTEMS SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, AND SATISFACTORY QUALITY WITH RESPECT TO
THE CATCHPOINT SYSTEMS SERVICES, AND ANY OTHER MATERIALS FURNISHED, OR
PROVIDED, BY CATCHPOINT SYSTEMS HEREUNDER, AND WITH RESPECT TO THE USE OF
THE FOREGOING. WITHOUT LIMITING THE FOREGOING, EXCEPT AS EXPRESSLY SET
FORTH HEREIN, CATCHPOINT SYSTEMS DOES NOT GUARANTEE THE ADEQUACY,
ACCURACY, TIMELINESS, OR COMPLETENESS OF THE PROGRAMS, OR DOCUMENTATION,
OR THAT THEY WILL OPERATE UNINTERRUPTED OR ERROR-FREE.
11.2 LIMITATION OF LIABILITY. THE FOLLOWING SECTION 11.2.1 AND SECTION
11.2.2 SHALL NOT APPLY: (A) IF THE CATCHPOINT SYSTEMS AFFILIATE WITH WHICH
PARTNER CONTRACTS UNDER THIS AGREEMENT IS CATCHPOINT SYSTEMS
TECHNOLOGIES GMBH; (B) TO A PARTY’S INDEMNIFICATION OBLIGATIONS HEREUNDER;
OR (C) TO PARTNER’S INFRINGEMENT OF CATCHPOINT SYSTEMS’S INTELLECTUAL
11.2.1 IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY DIRECT OR INDIRECT
LOSS OF PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA, LOSS OF
GOODWILL, COST TO REPLACE, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE,
OR CONSEQUENTIAL DAMAGES OF ANY KIND IN CONNECTION WITH, OR ARISING OUT OF,
THE FURNISHING, PERFORMANCE, OR USE OF THE CATCHPOINT SERVICES, OR ANY
MATERIALS FURNISHED OR PROVIDED HEREUNDER, WHETHER ALLEGED AS A BREACH
OF CONTRACT OR TORTIOUS CONDUCT, INCLUDING NEGLIGENCE, EVEN IF THE OTHER
PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11.2.2 NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT TO THE
CONTRARY, NEITHER PARTY’S MONETARY LIABILITY UNDER THIS AGREEMENT SHALL
EXCEED THE AGGREGATE AMOUNT PAID BY PARTNER TO CATCHPOINT SYSTEMS UNDER
THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING
THE TIME SUCH LIABILITY AROSE.
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
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
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
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
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-
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.
15.1 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
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
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.