Invicti Reseller Terms & Conditions

IMPORTANT: READ CAREFULLY BEFORE CLICKING “I AGREE.”

BY SIGNING AN ORDER FORM INCORPORATING THIS AGREEMENT, CLICKING “I AGREE,” OR BY ACCESSING, DOWNLOADING, OR USING ANY INVICTI PRODUCTS FOR RESALE PURPOSES, YOU AS THE “RESELLER” (“YOU” OR “RESELLER”) AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS (“AGREEMENT“). IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, DO NOT CLICK “I AGREE” AND DO NOT ACCESS, DOWNLOAD, OR USE ANY INVICTI PRODUCTS.

1. DEFINITIONS.

In this Agreement the terms identified below shall have the meaning ascribed to them hereunder:

• “Affiliates” means, with respect to a party at a given time, an entity that then is directly or indirectly controlled by, is under common control with, or controls that party, and here “control” means an ownership, voting, or similar interest representing 50% or more of the total interests then outstanding of that entity.
• “End User” means a person or entity being the customer of the Reseller, that acquires the Product Subscription(s) for its internal business use only and not for distribution or resale.
• “Fees” means the fees specified in each Order Form, payable by Reseller to Invicti for the purchase of Product Subscription(s).
• “Intellectual Property Rights” means all intellectual property rights, including copyrights, trademarks, service marks, trade secrets, patents, patent applications, moral rights, and all other proprietary rights, whether registered or unregistered.
• “Invicti” means the Invicti entity identified on an Order Form, or if none is identified: (i) if Reseller’s primary business address is located in the Americas, Invicti Security Corp., a Florida corporation with principal place of business at 1000 N. Lamar Blvd., Suite 300, Austin, TX 78703; or (ii) if Reseller’s primary business address is located outside of the Americas, Invicti Security Limited, a limited liability company registered in Malta with principal place of business at Mirabilis Building, Triq L-Intornjatur, Mriehel, CBD 3050, Malta.
• “Mandatory Policies” means Invicti’s mandatory policies and procedures listed and accessible in the Portal, as may be amended by Invicti from time to time.
• “Marks” means the Invicti trademarks, trade names, or service marks provided on the Invicti website or in the Program Guide (as defined below).
• “NFR” means Not For Resale, in reference to the Products or the Product Subscription.
• “Order Form” means an order form or other ordering document entered into between Reseller and Invicti for Reseller’s purchase of the Product Subscription or related services.
• “Partner Program” means the Invicti partner program as described in the Program Guide.
• “Personal Data” means information that may be used to readily identify an individual person, and as defined in Regulation (EU) 2016/679 (General Data Protection Regulation).
• “Portal” means the Invicti Partner Portal located at https://invicti.my.site.com/partner/s/login/?ec=302&startURL=%2Fpartner%2Fs%2F or an alternate site identified by Invicti. The Portal will contain the Program Guide including program details, updates, and other information related to this Agreement.
• “Product(s)” means Invicti’s proprietary Products made available to Reseller for Resale as the Software or Cloud Service, including without limitation associated features, functions, user interface, as well as related Support, as specified on an Order Form.
• “Product Subscription” means the software license subscription to access and use the Product in accordance with Invicti’s Subscription Services Agreement, or the relevant Order Form or agreement between an End User and the Reseller.
• “Program Guide” means the information about the Invicti Partner Program that is available on the Portal or is otherwise made available by Invicti in program documentation. The Program Guide may include several handbooks, including but not limited to, operations, support or other functions.
• “Resell” or “Resale” means the sale of Product Subscriptions to End Users in accordance with the terms and conditions of this Agreement.
• “Subscription Services Agreement” means the click-through Subscription Services Agreement between Invicti and End Users, which governs the use of license/s to the Products by said End-User.
• “Territory” means the country in which the Reseller’s primary business address is located, unless otherwise specified in writing by Invicti.
• “Usage Parameters” means the maximum number of permitted web application scan targets using the Products as specified on an Order Form and any other parameters specified in the product documentation, Order Form, or other writing by Invicti regarding the scope of use of the Product(s).

Unless the context otherwise requires, words in the singular shall include the plural, and in the plural shall include the singular. Any other capitalized terms used but not defined above, shall have the meaning ascribed to them elsewhere in this Agreement.

2. RESELLER RIGHTS AND OBLIGATIONS.

2.1 Appointment of Reseller and Grant of Rights. Subject to Reseller’s compliance with the terms and conditions contained herein, Invicti grants Reseller a non-exclusive, non-transferable revocable license to market and Resell the Product Subscriptions to End Users within the Territory solely in accordance with the terms herein, and Invicti’s SSA. Invicti reserves the right to appoint other resellers or to sell directly to End Users in the Territory. Reseller acknowledges that its right to Resell is subject to Reseller’s agreement with Distributor.

2.2 Reseller Responsibilities. Reseller shall be the primary party responsible for all interactions, agreements, and support (where applicable) with End-Users regarding the Products. Further, Reseller shall:

1. Partner Portal. Maintain its status as a registered member of the Partner Portal throughout the Term and comply with all requirements therein.
2. Marketing and Sales Efforts. Use commercially reasonable efforts to market and promote the Resale of the Product Subscriptions within the Territory. Reseller is solely responsible for its own marketing strategies, resources, and expenses.
3. End User Support. Provide first-level technical support to End Users in accordance with industry best practices and any guidelines provided by Invicti. Reseller will escalate complex support issues to Invicti as per the Program Guide.
4. Compliance with Agreements. Ensure that End Users enter into the Subscription Services Agreement directly with Invicti. Reseller shall ensure that the terms of its agreements with End Users do not contradict, undermine, conflict with or take precedence over any terms in the Subscription Services Agreement or other applicable Invicti Mandatory Policies. Reseller shall provide a copy of its End User agreement to Invicti upon request.
5. Collaboration with Invicti. Attend Quarterly Business Review meetings (QBRs) with Invicti.
6. Accurate Information. Provide accurate and complete information to Distributor and Invicti regarding End Users, as required in the Order Forms.
7. Opportunity Registration. Register all potential sales opportunities through the Portal as required by the Partner Program.
8. Training. Where applicable, ensure its sales and technical personnel complete any required training programs provided by Invicti.
9. Feedback. Provide Invicti with feedback and market insights regarding the Products and the market within the Territory.
10. Data Protection. Comply with all applicable legal requirements regarding privacy and data protection, including providing necessary notices and obtaining valid consents from End Users for the processing of Personal Data by Reseller, Invicti, and their respective Affiliates, subsidiaries, and service providers as contemplated by this Agreement and the Subscription Services Agreement. Reseller shall maintain a privacy policy that is consistent with applicable data protection laws and regulations.

2.3 Information, Records. Reseller will keep and maintain commercially reasonable written records and accounts regarding Reseller’s Resale of the Product(s), and compliance with the Agreement, for a period of five (5) years following the termination or expiry of the Agreement.

2.4 Restrictions. Reseller shall not:

1. describe itself as an agent or representative of Invicti, except as expressly authorized by Invicti in writing.
2. hold itself out, or permit any person to hold it out, as being authorized to bind Invicti in any way, nor do any act which might reasonably create the impression that it is so authorized.
3. pledge the credit of Invicti in any way.
4. use any advertising, promotional, or selling materials in relation to the Marks, except those supplied or approved by Invicti in writing.
5. engage in any conduct which in the reasonable opinion of Invicti is prejudicial to Invicti’s business and/or reputation, or the marketing of the Products generally.
6. without prior written consent from Invicti, be concerned or interested either directly or indirectly in the production of any software which is so like or similar to the Products as to be capable of restricting, competing, or otherwise interfering, or which might otherwise restrict or interfere, with the market for the Products within the Territory.
7. make or give any promises, warranties, guarantees, or representations concerning the Products other than those contained in the Subscription Services Agreement or expressly authorized in writing by Invicti.
8. make any changes to the Subscription Services Agreement.
9. incur any liability on behalf of Invicti, or in any way pledge, or purport to pledge, Invicti’s credit, or purport to make any contract binding upon Invicti.
10. alter, obscure, remove, conceal, or otherwise interfere with any eye-readable or machine-readable markings on the Products or its packaging which refers to Invicti as author or developer of the Products, or otherwise refers to the Marks or other Intellectual Property Rights in the Products.
11. use or allow the use of the Product(s) (including via NFR Licenses) for the scanning of any Targets without the full permission and acceptance from the owner of the Target. Reseller’s failure to comply with this sub-section (xi) will constitute a material breach of this Reseller Agreement and (where applicable) any relevant Order Form, incapable of remedy.
12. sublicense, rent, lease, loan, distribute, or otherwise make the Products available to any third party, except for the purpose of Resale to End Users in accordance with this Agreement.
13. reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying technology of the Products, except to the extent expressly permitted by applicable law.

3. INVICTI OBLIGATIONS.

Subject to the Reseller’s compliance with the provisions of the Agreement, Invicti agrees to:

1. provide to Reseller, without charge, online access to technical documentation, technical support guidelines, sales and marketing materials, technical training materials, and other information or assistance as reasonably determined by Invicti to be required for the success of Reseller’s Resale activities, subject to the terms of the Partner Program.
2. provide Reseller with NFR Licenses and versions of the Products as reasonably required for demonstration and internal training purposes, subject to Invicti’s policies.
3. provide Reseller with escalation support via the channels specified in the Program Guide during Invicti’s business hours.
4. provide Reseller with access to web-based sales and support training programs as outlined in the Partner Program.
5. use commercially reasonable efforts to provide adequate commercial and technical assistance in connection with the Resale and marketing of the Products, subject to the terms of the Partner Program.
6. process Product Subscriptions in a timely manner.

4. CONFIDENTIAL INFORMATION.

For the purposes of the Agreement, “Confidential Information” means any proprietary information disclosed by one party (“Discloser”) and received by the other party (“Recipient”) during, or prior to entering into, the Agreement that Recipient should know is confidential or proprietary based on the circumstances surrounding the disclosure. Invicti’s Confidential Information includes, without limitation, the Product(s) and any non-public technical, business, and pricing information, including discount structures. Confidential Information does not include information that: (i) is or becomes generally known to the public through no fault or breach of the Agreement by Recipient; (ii) is rightfully known by Recipient at the time of disclosure without an obligation of confidentiality; (iii) is independently developed by Recipient Without The Use of Discloser’s Confidential Information; or (iv) Recipient rightfully obtains from a third party without restriction on use or disclosure. Recipient will maintain the confidentiality of Confidential Information, and Recipient agrees not to use such Confidential Information for any purpose except as necessary to fulfill its obligations and exercise its rights under the Agreement. Recipient will protect the secrecy of and prevent disclosure and unauthorized use of Discloser’s Confidential Information using the same degree of care that it takes to protect its own confidential information and will in no event use less than reasonable care. Recipient may share Discloser’s Confidential Information with its employees, contractors, directors, agents, representatives and professional advisers who have a need to know the information, including to perform obligations under the Agreement, and in any case with whom Recipient has written obligations on confidentiality in place at least as stringent as those in the Agreement, or who are otherwise under equivalent professional or contractual confidentiality obligations. Recipient may disclose Discloser’s Confidential Information if required by judicial or administrative process, provided that Recipient first provides Discloser with prompt notice of such required disclosure to enable the Discloser to seek a protective order, unless such notice is prohibited by applicable law.

5. FEES, ORDERS, AND PAYMENTS.

5.1 Reseller Pricing. Unless otherwise agreed in the relevant Order Form, the Fees payable by the Reseller to Invicti for the Products (including any upgrades and support) shall be based upon the price, and in the currency, indicated in the relevant Order Form, less any applicable discount stated in the Program Guide (as amended from time to time). Reseller may submit a request to increase the Usage Parameters at any time, provided that a new Order Form shall be executed to reflect the increased Usage Parameters, and Reseller shall be bound to pay the pro rata increase in Fees for the remainder of the Term specified in the Order Form.

5.2 End User’s Pricing and Payment Responsibility. The fees, rates, or charges payable by an End User to Reseller for the Product(s) shall be determined solely by Reseller. Invicti shall have no authority or responsibility to determine such fees or other amounts, and no responsibility for billing or collecting them. In connection with such activities, Reseller will act in all respects for its own account and will be solely responsible for matters such as credit verification, deposits, billing, collection, bad debts, and any unauthorized use of the Products by or on behalf of an End User. For the avoidance of doubt, Invicti is obligated only to Reseller, with whom there is privity of contract, and not to End Users (to whom Invicti is only directly obligated under the Subscription Services Agreement). End Users shall not be deemed third-party beneficiaries of the Agreement. Reseller is solely responsible for payment to Invicti of all Fees for the Products resold or to be resold by it to End Users. Unless otherwise agreed in writing, the Reseller agrees not to post any Invicti price list on its website even if such price list is displayed publicly on the Invicti website. Reseller may not terminate an Order Form, or receive any refunds, due to non-payment by End Users, and any payments owed to Invicti shall be due irrespective of whether the Reseller itself has received payment from End Users.

5.3 Orders. To the extent that Reseller wishes to procure Product Subscriptions from Invicti, it shall first register the opportunity with Invicti in the Portal. Where such opportunity is approved by Invicti in the Portal (in its sole discretion), the parties shall enter into an Order Form. All Order Forms shall contain the name and address of the End User. Order Forms shall not be binding on Invicti unless and until accepted by Invicti. Invicti will use all reasonable efforts to fulfil accepted Order Forms for Products.

5.4 Payment Terms. Except as otherwise specified in the Order Form, Reseller shall pay all Fees specified in an Order Form within 30 days after the date of the applicable invoice. Payment obligations are non-cancellable, and Fees paid are non-refundable. If any amount owed by Reseller under an Order Form for the Products is thirty [30] or more days overdue, Invicti may, without prejudice to any other actions available to it under this Agreement or at law:

1. charge interest on overdue amounts at the greater of 1.5% per month, or the maximum legal rate in the country of the relevant currency; and
2. charge Reseller for any cost or expense arising out of Invicti’s collection efforts; and
3. accelerate Reseller’s unpaid Fee obligations under the Agreement so that all such obligations become immediately due and payable, and suspend the Product Subscriptions provided to the Reseller under the relevant Order Form, until such amounts are paid in full. Provided that in the foregoing case, Invicti will give Reseller at least seven (7) days prior, before suspending the relevant Product Subscriptions.
4. terminate any and all Product Subscriptions and this Agreement, for material breach by Reseller.

5.5 Taxes. Invicti shall charge, and Reseller will pay, all applicable federal, state, or local sales or use taxes, value added taxes (“VAT”), goods and services taxes (“GST”), and consumption taxes that Invicti is legally obligated to charge (collectively, “Taxes”). All Fees charged, and prices quoted by Invicti are exclusive of any Taxes regardless of however these Taxes may be imposed, e.g., VAT, GST, withholding or consumption taxes. If, Reseller provides Invicti with a valid exemption certificate or equivalent information acceptable to the relevant taxing authority, then Invicti will not charge or collect the Taxes covered by such exemption certificate or equivalent documentation. Except as stated in this Section, Reseller may not withhold or offset any amount owed to Invicti for any reason.

6. DISCLAIMER OF WARRANTIES. For the avoidance of doubt, any and all commitments, indemnities, and other terms and conditions offered by Invicti with respect to use of the Products are made directly by Invicti to the End User in accordance with the Subscription Services Agreement, and do not extend to Reseller. INVICTI MAKES NO WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, TO RESELLER, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR TITLE AND NON-INFRINGEMENT.

7. INDEMNIFICATION. Reseller is fully responsible for all liabilities and expenses of any type whatsoever that may arise on account of its Resale of the Products. Reseller will indemnify, hold harmless and (at Invicti’s option) defend Invicti from and against any claim, loss, cost, liability, or damage, including attorneys’ fees, for which Invicti becomes liable arising from or relating to: (a) Reseller’s breach of the terms of this Agreement (b) the issuance by Reseller of any warranty or representation regarding Invicti or its Products not specified in the Subscription Services Agreement; or (b) any other acts or omissions of Reseller in connection with the marketing or resale of the Products under the Agreement, which give rise to claims by End-Users against Invicti.

8. LIMITATION ON LIABILITY.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL INVICTI, ITS AFFILIATES OR ITS LICENSORS BE LIABLE FOR ANY LOST PROFITS OR BUSINESS OPPORTUNITIES, LOSS OF USE, LOSS OF REVENUE, LOSS OF GOODWILL, BUSINESS INTERRUPTION, LOSS OF DATA, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, UNDER ANY THEORY OF LIABILITY.

INVICTI’S (AND ITS RESPECTIVE AGENTS’, AFFILIATES’, LICENSORS’ AND SUPPLIERS’) TOTAL AGGREGATE LIABILITY UNDER AN APPLICABLE ORDER FORM WILL NOT, IN ANY EVENT, UNDER ANY THEORY OF LAW, EXCEED THE FEES PAID OR PAYABLE BY RESELLER FOR THE PRODUCT IN THE 12 MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY.

9. TERM AND TERMINATION. This Agreement is effective until terminated in accordance with the terms hereof.

a. Termination for Material Breach. Either party may terminate this Agreement and/or any Order Form/s immediately without further notice, if the other party materially breaches its obligations under this Agreement and, where the breach is capable of being cured, does not cure such breach within 30 calendar days of receiving written notice to do so from the non-breaching party. For the avoidance of doubt, non-payment of the Fees by the Reseller shall constitute a material breach.

b. Termination for Dissolution, Bankruptcy. Subject to applicable law, either party may immediately terminate this Agreement and any Order Form/s on written notice if the other party enters into compulsory or voluntary liquidation, ceases to carry on business, or takes or suffers any similar action which the other party reasonably believes means that it may be unable to pay its debts.

10. EFFECT OF TERMINATION. On termination of this Agreement:

a. by Invicti for breach by the Reseller, or on the basis of section 9 (b) above, the relative Order Forms and Product Subscriptions granted will, at Invicti’s discretion, either (i) immediately terminate; or (ii) Invicti will continue the contractual relationship with the End User directly itself, or through another Invicti channel partner. In the event that Invicti decides to terminate the Product, then Invicti’s obligations to provide support to the Reseller will also immediately terminate. Further, Reseller shall be bound to pay to Invicti the full amount of any outstanding Fees due hereunder.

b. by the Reseller for Invicti’s breach of the Agreement, Invicti will refund to Reseller the pro-rata amount of any prepaid but unused Fees.

c. Upon termination of this Agreement, Reseller will: (i) immediately return to Invicti, all information, documents and materials, provided by Invicti or containing any Confidential Information pertaining to Invicti, in accordance with instructions given by Invicti, except in respect of any Order Forms then in effect (“Current Order Forms”); and (ii) cease using any NFR Licenses or other licenses or services provided by Invicti under this Distribution Agreement (excluding those provided under Current Order Forms).

11. PROPRIETARY RIGHTS.

a. Products. Subject to the limited licenses and rights set forth in the Agreement, nothing in the Agreement transfers or assigns to Reseller or any End User any of Invicti’s Intellectual Property Rights, or any other proprietary rights in the Products. All rights not specifically granted by Invicti hereunder are reserved by Invicti. Further, Invicti reserves the right, in its sole discretion, to modify any or all of the Products it offers, or to discontinue the service, support or publication, distribution, sale, or licensing, of any or all of the Products without liability of any kind.

b. Marks. Reseller acknowledges that Invicti is the rightful owner of all its Marks on all its Products, product documentation, sales collateral, website content, and otherwise, including the Invicti logo and name, and Reseller will notify Invicti immediately if it becomes aware of any infringements of such Marks. Reseller is hereby permitted by Invicti to use the Marks relating to the Products covered by the Agreement in order to support and carry out the business of the Resale and marketing of such Products as contemplated under the Agreement. Such use is limited to the Territory authorized under the Agreement, and must be carried out in accordance with any guidelines provided by Invicti.

c. Reseller Trademark License. Reseller grants Invicti a non-exclusive, non-transferable, non-sublicensable, royalty-free license to use, for the purpose of identifying and promoting Reseller’s participation in the Partner Program and in connection with Invicti’s rights, duties and obligations under the Agreement, Reseller’s marks including Reseller’s company name. Reseller may withdraw its approval of any use of Reseller’s trademarks at any time in its sole discretion upon written notice to Invicti.

12. COMPLIANCE

a. Compliance with Applicable Laws. Reseller shall comply with all laws and regulations relating to its activities under the Agreement, as they may change from time to time, including but not limited to:

Compliance with Anti-Corruption Laws. Reseller will comply with applicable anti-corruption laws and regulations (e.g. the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, each to the extent applicable) (collectively, the “Anti-Corruption Laws”); and shall keep accurate books, accounts, and records.

Export Compliance. The Parties acknowledge that the Products, and derivatives thereof, may be subject to export laws and regulations of the United States and other jurisdictions. Each party represents that it is not named on any U.S. government or other applicable jurisdiction denied-party list. Reseller shall not permit the use or access of the Products (including by any End User) in a U.S. or other applicable jurisdiction embargoed country, or in violation of any U.S. or other applicable export control law or regulation.

b. Compliance with Mandatory Policies. Reseller shall comply with the Invicti’s Mandatory Policies as may be updated by Invicti from time to time.

13. MISCELLANEOUS.

a. Publicity. Invicti may publicly disclose that it is providing the Product(s) to Reseller, and may use Reseller’s name and logo to identify Reseller in promotional or other materials, provided that Reseller shall have the right to revoke or condition its consent to such by written notice at any time.

b. Feedback. To the extent Reseller or any End User provides suggestions or feedback to Invicti regarding the Product(s), product documentation, or other materials or services provided or made available by Invicti (“Feedback”), Reseller hereby grants Invicti a perpetual, irrevocable, non-exclusive, royalty-free, fully-paid, fully-transferable, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to Invicti to use such Feedback for the purpose of improving and continuing the development of the Product(s).

c. Assignment. This Agreement may not be assigned by Reseller without the prior written approval of Invicti (such approval not to be unreasonably withheld), except in connection with: (i) a merger, consolidation, or similar transaction involving (directly or indirectly) a party; (ii) a sale or other disposition of all or substantially all of the assets of a party; or (iii) any other form of combination or reorganization involving (directly or indirectly) such party. Any purported assignment in violation of this section shall be null and void and have no effect.

d. Force Majeure. A party is not liable under this Agreement for non-performance caused by events or conditions beyond that party’s control, if that party makes reasonable efforts to perform.

e. Relationship of the Parties. Each party is an independent contractor of the other under the Agreement.

f. Notices. Notices under this Agreement may be sent by email to the address that the applicable party has notified to the other party in writing, or if there is no such address, the most recent address the party giving notice can locate using reasonable efforts. Notices sent to Invicti should be sent to: legal@invicti.com.

14. GOVERNING LAW. The Agreement will be deemed to have been made in, and will be construed pursuant to: (i) if Reseller is located in North America, the laws of the state of Texas without regard to conflicts of law provisions, and without regard to the United Nations Convention on the International Sale of Goods or the U.S. Uniform Computer Information Transactions Act; or (ii) if Reseller is located outside of North America, the laws of Malta without regard to the United Nations Convention on the International Sale of Goods or the U.S. Uniform Computer Information Transactions Act. Resellers located in North America hereby consent to the jurisdiction of the courts of both the state and/or federal courts of Texas, and Resellers located outside of North America hereby consent to the jurisdiction of the courts of Malta. The prevailing party in any action to enforce the Agreement will be entitled to recover its attorney’s fees and costs in connection with such action.

15. ORDER OF PRECEDENCE. Any ambiguity, conflict, or inconsistency between documents comprising the Agreement shall be resolved in the following order of precedence: (i) Order Form (ii) this Agreement; (iii) the Subscription Services Agreement (including attached and/or URL incorporated documents).

16. ENTIRE AGREEMENT. Except where the parties have agreed and signed a separate, current and valid agreement on the subject-matter hereof, this Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous understandings or agreements. No modification of any term contained herein is effective unless set forth in writing and signed by both parties.

By clicking “I Agree,” you: (i) acknowledge that you have read, understood, and agree to be bound by this Agreement (ii) confirm that you are duly authorised to represent and sign on behalf of the Reseller.

Last Updated 07 October 2025

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