CYBERQ GROUP PARTNER PROGRAMME AGREEMENT
READ THIS CYBERQPARTNER CLICK-THROUGH AGREEMENT BEFORE REGISTERING YOUR COMPANY WITH CYBERQ GROUP. IF YOU DO NOT OR CANNOT AGREE TO THE TERMS CONTAINED HEREIN, THEN DO NOT REGISTER AS A CYBERQPARTNER WITH CYBERQ GROUP.
BY REGISTERING WITH CYBERQ GROUP, YOU (AS A “CYBERQPARTNER" AND AS A REPRESENTATIVE AUTHORIZED TO BIND THE CYBERQPARTNER ENTITY) CONSENT AND AGREE, ON BEHALF OF YOURSELF AND THE CYBERQPARTNER ENTITY, TO BE BOUND BY THIS AGREEMENT. FURTHER, CYBERQPARTNER REPRESENTS THAT IT IS A SOPHISTICATED ENTITY, THAT IT HAS READ AND UNDERSTANDS THIS AGREEMENT AND HAS HAD SUFFICIENT OPPORTUNITY TO CONSULT WITH COUNSEL, PRIOR TO AGREEING TO THE TERMS HEREIN AND SUBMITTING ITS REGISTRATION. IF CYBERQPARTNER HAS ANY QUESTIONS OR CONCERNS, OR DESIRES TO SUGGEST ANY MODIFICATIONS TO THIS AGREEMENT, PLEASE CONTACT THE LOCAL CYBERQ GROUP SALES REPRESENTATIVE TO BE REFERRED TO CYBERQ GROUP LEGAL.
The parties to this agreement are CYBERQPARTNER and CyberQ Group, Ltd., ("CyberQ Group"). The effective date of this Agreement shall commence upon CYBERQPARTNER's acceptance of this Agreement and completion of the CYBERQPARTNER Program registration process. Upon CyberQ Group's acceptance of CYBERQPARTNER's registration, CYBERQPARTNER will be appointed a nonexclusive marketer and reseller of CyberQ Group Services or, in accordance with the status assigned, as a Managed Security Services Provider, or MSSP, in the Territory specified by CyberQ Group.
1. DEFINITIONS: The following definitions apply to capitalized terms in this Agreement. All other capitalized terms are defined in the body of the Agreement.
1.1. "Code of Conduct” means CyberQ Group’s Partner Code of Conduct as published on http://www.CyberQ Group.com/partners/ as may be updated in CyberQ Group’s sole discretion.
1.2. "Confidential Information" shall mean all proprietary or confidential information disclosed by one party to the other party including, without limitation: (i) proprietary Services information, or related design, technology, ideas and algorithms (note the design, technology, ideas, and algorithms in CyberQ Group’s Services therein and related thereto, shall be deemed CyberQ Group “Confidential Information”); (ii) trade secrets; (iii) either party's technical, business or financial information and plans; (iv) the terms of this Agreement; and (v) any item marked as confidential by the disclosing party. Confidential Information shall not include information that the receiving party can show (a) is or becomes generally known or publicly available through no fault of the receiving party; (b) is known by, or is in the possession of, the receiving party prior to its disclosure, as evidenced by business records, and is not subject to restriction; (c) is lawfully obtained without restriction from a third party who has the right to make such disclosure, or (e) is independently developed by the receiving party, without use of, or reference to, the disclosing party’s Confidential Information.
1.3. "Documentation" means any then-current user documentation, on any media, provided by CyberQ Group for use with the Services.
1.4. "Effective Date" shall mean the date that CyberQ Group accepts CYBERQPARTNER's application.
1.5. "End User" shall mean any person or entity that purchases a Service for its own personal or internal use.
1.6. "CYBERQPARTNER" shall mean the legal entity and its representative that accepts this Agreement and registers with CyberQ Group to purchase Services.
1.7. "CYBERQPARTNER Program" or "CQPP" shall mean CyberQ Group's Partner Program, which shall include all requirements, guidelines and benefits thereof, as further specified in CQPP materials (as they may be changed from time to time by CyberQ Group in its sole discretion), available after the registration process at the CYBERQPARTNER Extranet, which are incorporated herein by reference.
1.8. "CYBERQPARTNER Extranet" shall mean the CYBERQPARTNER website currently located at http://www.CyberQ Group.com/partners/ or another location designated by CyberQ Group, which website may be updated by CyberQ Group from time to time in its discretion. The CYBERQPARTNER Extranet shall contain information, updates and guidelines pertaining to the CYBERQPARTNER Program.
1.9. “Managed Security Service Provider” or “MSSP” means a legal entity that purchases CyberQ Group Services to use such Services for the provision of chargeable services to third parties including but not limited to vulnerability assessment, information technology and security management services.
1.10. "Service(s)" means services provided in connection solely pursuant to CyberQ Group's then-current policies.
1.11. “Territory” shall mean the geographic area where CYBERQPARTNER focuses its sales efforts and where CYBERQPARTNER expects to procure and resell more than 80% of its total business volume with CyberQ Group. Exceptions to this may be granted upon request.
2. OWNERSHIP AND RETENTION OF RIGHTS
CYBERQPARTNER hereby agrees and acknowledges that CyberQ Group (and its suppliers, and its licensors (if any)), own and shall retain all right, title and interest in and to, and CYBERQPARTNER shall have no right, title or interest in and to the following other than the limited license rights expressly set forth in Section 3 of this Agreement: (i) the Software and Services, and associated Documentation, including all intellectual property rights embodied therein, including, among others, all patent and trade secret and trademark rights and all copyrights; (ii) all of the service marks, trademarks, trade names or any other designations, and (iii) all copyrights, patent rights, trade secret rights, and other proprietary rights in the Software and Services.
3. CYBERQPARTNER RESPONSIBILITIES
3.1. Qualifications. In addition to the responsibilities set forth elsewhere in this Agreement, CYBERQPARTNER agrees to comply with the policies and criteria (corresponding to its assigned partner level) established by CyberQ Group for the CQPP, as set forth at CyberQ Group webpage located at: http://www.CyberQ Group.com/partners/ CyberQ Group may change such policies and criteria from time to time as it sees fit. It shall be the sole responsibility of CYBERQPARTNER to check this site for updates and to follow and abide by all requirements.
3.2. Sales Efforts. CYBERQPARTNER shall use its best efforts to: (i) market, advertise, and otherwise promote and sell the Services contracts in the Territory, (ii) unless prohibited by law, prevent the export of the Services from the Territory for resale outside the Territory, (iii) perform its obligations under this Agreement, and (iv) further preserve the goodwill and reputation of CyberQ Group and the Services. As part of these efforts, within thirty (30) days of the Effective Date, CYBERQPARTNER shall put a CyberQ Group logo on CYBERQPARTNER’s web site according the relevant specifications in CyberQ Group’s latest CYBERQPARTNER guidelines. For clarity, notwithstanding anything to the contrary, CYBERQPARTNER is solely responsible to sell any Services that it purchases from CyberQ Group, and CyberQ Group has no responsibility to assist with that sale and in no way assumes any responsibility to assist with that sale or to ensure any sale is consummated. CYBERQPARTNER is free to set the prices it charges in its discretion, provided it is responsible to ensure full compliance with all laws.
3.3. Condition on Service Agreement Sales. Each purchase of a CyberQ Group Services contract is valid only for the time period designated on CyberQ Group’s invoice to the CyberQ Group authorized CYBERQPARTNER.
3.4. Duty to Pass Down Notice and Terms. CYBERQPARTNER is responsible to contractually bind End Users to the terms stated in this Section, and CYBERQPARTNER agrees to indemnify CyberQ Group for any failure to comply with this provision, as set out in Customer Terms and Conditions located at http://www.CyberQ Group.com/partners/
3.5. Maintenance of Qualified Individuals. CYBERQPARTNER hereby represents and warrants it possesses the experience, skills and resources required to perform its obligations under this Agreement.
3.6. Records and Reports; Audit Rights. CYBERQPARTNER shall maintain accurate and complete records of its marketing, sales, and Services activities under this Agreement and/or related to sales of CyberQ Group Services.
3.7. Indemnification by CYBERQPARTNER. CYBERQPARTNER shall indemnify and hold CyberQ Group harmless from and against any and all claims, liabilities, losses, damages or judgments, including all reasonable legal fees and expenses related thereto that arise from or are related to: (i) CYBERQPARTNER modification of the Services not in strict accordance with this Agreement and the CQPP guidelines; (ii) any misrepresentation or any breach of any covenant or agreement of CYBERQPARTNER; (iii) any infringement or misappropriation of any of CyberQ Group’s intellectual property rights, including, among others, patents, copyrights, and trade secrets; (iv) any claims that an end-customer has a refund right to any Services to CyberQ Group; or (v) any action against CyberQ Group for injuries or damage to persons or property caused or claimed to have been caused by the negligent or intentional acts or omissions of CYBERQPARTNER personnel while in the course of performing work under this Agreement. CYBERQPARTNER’s obligations under this Section are contingent upon CyberQ Group: (a) giving prompt written notice to CYBERQPARTNER of any such claim; (b) allowing CYBERQPARTNER to control the defence and any related settlement of any such claim; and (c) furnishing CYBERQPARTNER with reasonable assistance in the defence of any such claim, so long as CYBERQPARTNER pays CyberQ Group’s out-of- pocket expenses.
3.8. Code of Conduct; Ethical Business Practices. CYBERQPARTNER acknowledges access to the Code of Conduct and will comply with it at all times during the term of this Agreement, and will treat it as applying to, and contractually biding upon, CYBERQPARTNER. CYBERQPARTNER will ensure proper training, knowledge and experience within its employee and contractor base and will attend any compliance training as directed by CyberQ Group, to ensure compliance in full by all of its employees and contractors with the entirety of all of the provisions of this Section below.
3.9. CYBERQPARTNER Partner Extranet. CYBERQPARTNER’s use of the CYBERQPARTNER Partner Extranet is conditioned on your compliance with the terms of this Agreement and any additional terms located with the CYBERQPARTNER Partner Extranet. CYBERQPARTNER shall be responsible for all information and transactions associated with its account and the accounts of its employees, contractors, and representatives. CYBERQPARTNER agrees all that information provided in its account is accurate, true, and complete. CYBERQPARTNER will not grant any third-party access to the CYBERQPARTNER Partner Extranet without prior written approval by an authorized representative of CyberQ Group. CYBERQPARTNER agrees that the information contained in the CYBERQPARTNER Partner Extranet may be confidential information and CYBERQPARTNER shall treat any and all such confidential information in accordance with the confidentiality provisions contained in this Agreement. CyberQ Group reserves and retains ownership of all proprietary and intellectual property rights in the CYBERQPARTNER Partner Extranet.
4. CYBERQ GROUP RESPONSIBILITIES
4.1. CyberQ Group Support. CyberQ Group shall provide Services according to the obligations in a properly purchased, registered and fully paid Service contract, as pursuant to its policies and procedures and as reasonably necessary for CYBERQPARTNER to support its Customers.
4.2. Collateral. CyberQ Group will make available to CYBERQPARTNER various marketing materials and training in Services in accordance with CyberQ Group’s then-current guidelines and policies.
5. TERM AND TERMINATION
5.1. Term. This Agreement shall become effective as of the Effective Date and shall remain in effect until terminated in accordance with this Agreement.
5.2. Termination at Will. This Agreement may be terminated by either party at will, for any reason or for no reason, upon no less than thirty (30) calendar days’ prior written notice to the other party hereto. The parties acknowledge and agree that, due the complex nature of their commercial relationship and each party’s need to manage its supplier/partner relationships, this Section is a material inducement for each party to enter into this Agreement, and this provision shall be enforceable by the other party in all circumstances.
5.3. Termination for Cause. Either party may terminate this Agreement for material breach with immediate effect if such a breach has not been cured within fifteen (15) calendar days after written notice by the non-defaulting party to the defaulting party or immediately upon notice of termination in the event of a material breach that by its nature cannot be remedied within fifteen (15) calendar days.
5.4. Termination for Insolvency. Either party may terminate this Agreement, without notice, upon learning the following information in good faith: (i) the institution by or against the other party of insolvency, receivership or bankruptcy proceedings or any other proceedings for the settlement of the other party’s debts, (ii) the other party’s making an assignment for the benefit of creditors, or (iii) the other party’s dissolution or ceasing to do business.
5.5. Effects of Termination. Upon termination or expiration of this Agreement for any reason whatsoever, CYBERQPARTNER shall immediately (i) cease all use of Service and Documentation; (ii) discontinue any use of the name, logo, Trademarks, servicemarks or slogans of CyberQ Group and the trade names of any Services; (iii) discontinue all representation or statements from which it might be inferred that any relationship exists between CYBERQPARTNER and CyberQ Group; (iv) cease to promote, solicit orders for or procure orders (but CYBERQPARTNER shall not act in any way to damage the reputation or goodwill of CyberQ Group.
6. CONFIDENTIAL INFORMATION
6.1. Protection of Confidential Information. Each party shall protect the other’s Confidential Information from unauthorized dissemination and use the same degree of care that such party uses to protect its own like information. Neither party shall disclose to third parties the other’s Confidential Information without the prior written consent of the other party. Neither party shall use the other’s Confidential Information for purposes other than those necessary to directly further the purposes of this Agreement. Each employee or agent of CYBERQPARTNER, performing duties hereunder, shall be made aware of this Agreement and shall execute a document that binds said employee or agent of CYBERQPARTNER to the same level of confidentiality contained herein.
6.2. Disposition Upon Termination. Upon the termination of this Agreement for any reason whatsoever, or in the event that CyberQ Group reasonably determines that CYBERQPARTNER no longer requires access to the Confidential Information in order to perform its obligations, CYBERQPARTNER shall return to CyberQ Group, or shall destroy, as CyberQ Group shall specify, all copies of all the Confidential Information in CYBERQPARTNER’s possession.
7. TRADEMARKS; SERVICEMARKS AND DOMAIN NAMES
7.1. Trademark Ownership and Authorized Use. CYBERQPARTNER acknowledges and agrees that CyberQ Group owns all CyberQ Group trademarks, servicemarks and logos (“Marks”), including, but not limited to, those listed at http://CyberQ Group.com/contact/marks.html and that any and all goodwill derived from the use of the Marks by CYBERQPARTNER hereunder inures solely to the benefit of CyberQ Group. During the Term, CyberQ Group grants CYBERQPARTNER a nonexclusive, nontransferable limited right to use and display Marks claimed or provided by CyberQ Group solely in connection with and to the extent reasonably necessary for the resale, marketing, and sale of CyberQ Group Services.
7.2. Domain Names. CYBERQPARTNER agrees and acknowledges that it may not use or register or attempt to register the name “CyberQ Group” or any of CyberQ Group’s other Marks, or any derivative thereof, for any Internet domain name, without CyberQ Group’s express prior written consent, which CyberQ Group may withhold in its sole and absolute discretion. CYBERQPARTNER further agrees not to: (i) register a domain name or URL that contains any of the CyberQ Group Marks (for example, CyberQ.com, or CyberQ Group.fr); or (ii) register a domain name or URL that contains a misspelled version of any of any CyberQ Group Marks, or a domain name that is confusingly similar to any of CyberQ Group’s Marks (e.g., CyberQ Groupt.com). To the extent CYBERQPARTNER has registered, or in the future registers, a domain name or URL which contains any CyberQ Group Marks, or any term that is confusingly similar to any CyberQ Group Marks, CYBERQPARTNER agrees to assign and hereby assigns and transfers all rights in, and title to, such domain name to CyberQ Group without further consideration, and, upon request by CyberQ Group, CYBERQPARTNER shall cease its use of such domain name. In such event, CYBERQPARTNER shall cooperate, at its cost, to effect such assignment and transfer to CyberQ Group.
8. LIABILITY DISCLAIMERS
Limitation of Liability. EXCEPT FOR CYBERQPARTNER’S INDEMNIFICATION OBLIGATIONS IN THIS AGREEMENT AND INFRINGEMENT OR MISAPPROPRIATION BY CYBERQPARTNER OF CYBERQ GROUP INTELLECTUAL PROPERTY OR CONFIDENTIAL INFORMATION, NEITHER PARTY SHALL BE LIABLE TO THE OTHER WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR RELATED TO THIS AGREEMENT, UNDER ANY CONTRACT, NEGLIGENCE, INDEMNIFICATION, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR: (I) ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED; OR (II) DAMAGES FOR LOST PROFITS OR LOST DATA; OR (III) COST OF PROCUREMENT OF SUBSTITUTE SERVICES. IN NO EVENT SHALL CYBERQ GROUP’S TOTAL LIABILITY UNDER THIS AGREEMENT OR RELATED TO THIS AGREEMENT, UNDER ANY CONTRACT, NEGLIGENCE, INDEMNIFICATION, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE AMOUNT ACTUALLY RECEIVED BY CYBERQ GROUP AS A RESULT OF ORDERS PLACED BY CYBERQPARTNER DURING THE THREE (3) MONTHS PRECEDING THE EVENT WHICH GAVE RISE TO SUCH CYBERQ GROUP LIABILITY.
9. COMPLIANCE WITH APPLICABLE LAWS
9.1. Compliance with Laws. CYBERQPARTNER will comply with, and shall be solely responsible for complying with, all applicable laws and regulations, including but not limited to environmental laws and regulations, applicable in the Territory, or any nation, or political subdivision thereof, in which it engages in business while performing its responsibilities. CYBERQPARTNER shall bear all expenses and costs related to compliance with any laws and/or regulations.
9.2. Anti-Corruption Practices. CYBERQPARTNER hereby agrees that it and its employees, consultants, agents and representatives will fully comply with, and fully abide by, the U.S. Foreign Corrupt Practices Act and United States and applicable local country or other anti-corruption and anti-bribery laws and regulations. CYBERQPARTNER hereby represents and warrants to CyberQ Group and agrees that it will not, either directly or indirectly, offer any payment or other gift or promise, or authorize the giving of anything of value, for the purpose of influencing an act or decision of an official of any Government or of an employee of any company in order to assist CyberQ Group or CYBERQPARTNER in obtaining, retaining, or directing any business or any sale. CYBERQPARTNER represents and warrants to CyberQ Group that neither it nor any of its affiliates, employees, officers or other agents is an official, employee, affiliate, agent or active member of the armed services or active member or affiliate of a governmental entity or public sector entity, an official of the Territory government or any other governmental entity, an official of a political party, or a candidate for political office. CYBERQPARTNER covenants that it will promptly notify CyberQ Group in the event any of its employees, officers or other agents assumes the position of government official during the term of this Agreement. CYBERQPARTNER will fully assist CyberQ Group in investigating any allegations of improper payments or other violations of the provisions of this Section, and will fully assist CyberQ Group in investigating such allegations and remedying any such violations. CYBERQPARTNER agrees and is responsible to pass down the requirements of this Section to any resellers or other partners or entities through which CYBERQPARTNER sells CyberQ Group Services.
9.3. Conflicts of Interest; Gifts. CYBERQPARTNER certifies that, to the best of CYBERQPARTNER’s knowledge and belief, after conducting a reasonable and appropriate review, no economic, ownership, beneficial interest, employment or managerial relationship exists, directly or indirectly, between CYBERQPARTNER and any employee or officer of CyberQ Group or member of the Board of Directors of CyberQ Group, or between CYBERQPARTNER and any relative of any such CyberQ Group employee, officer or Board member. For reference to help CYBERQPARTNER make the above certification, CyberQ Group’s Board members and officers are listed on CyberQ Group’s website at www.CyberQ Group.com. CYBERQPARTNER hereby certifies and agrees that, except for customary offerings that are appropriate under applicable laws and that are, in the aggregate, nominal in value and not in exchange for business, CYBERQPARTNER and its employees, agents and representatives have not and will not, directly or indirectly, offer, provide, or participate in providing, to CyberQ Group or any CyberQ Group employee, agent or representative any money (except for the proper payment by CYBERQPARTNER to CyberQ Group through its finance department for CYBERQPARTNER’s purchase of CyberQ Group’s Services as contemplated by this Agreement), gift item, personal service, entertainment, reimbursement of expenses or payment of expenses, such as travel costs, unusual hospitality or other items of value. CYBERQPARTNER certifies that it and its employees, agents and representatives have not, directly or indirectly, offered, provided or participated in providing, and will not, directly or indirectly, offer, provide or participate in providing, any CyberQ Group employee, agent, or representative, any money, improper payments, “kick-backs,” improper profit sharing, or other improper items of value, and CYBERQPARTNER further certifies that it has not received, and will not accept, any of the foregoing from any CyberQ Group employee, agent or representative, in exchange for entering into this Agreement or in connection with business under this Agreement. Further CYBERQPARTNER shall notify CyberQ Group immediately in writing if it becomes aware that any of its officers, employees, representatives, or other agents has engaged in any conduct in violation of the above clauses or in violation of applicable laws. Any violation of the provisions of this Section constitutes a material breach of this Agreement.
10. GENERAL PROVISIONS
10.1. Governing Law; Venue; Settlement of Controversies. Any action arising from or related to this Agreement will be governed by United Kingdom law, excluding any choice of law rules (including the United Nations Convention on the Sale of Goods) that would require the application of laws other than those of The United Kingdom. Any controversy or claim arising out of or relating to this Agreement shall be determined by arbitration in accordance with the International Arbitration Rules of the International Centre for Dispute Resolution. The arbitration shall take place in the United Kingdom, the proceedings will be conducted in English and the arbitral award shall be final and binding on the parties. The parties hereby agree that any such arbitral award shall be automatically binding on the parties and automatically enforceable, and deemed enforced, in court in the United Kingdom and in any other jurisdiction, including jurisdictions outside of the United Kingdom.
10.2. English Language and Interpretation. This Agreement is in the English language only, and English shall be the controlling language in all respects. Any versions of this Agreement in any other language will be for accommodation purposes only and will not be binding upon either party. All communications and documentation for the Services to be furnished under this Agreement shall be in the English language. The parties agree that this Agreement shall be fairly interpreted in accordance with its terms without any strict construction in favour of or against either party and that ambiguities shall not be interpreted against the drafting Party.
10.3. Taxes. CYBERQPARTNER shall bear and be responsible for the payment of all taxes, fees, or duties, (excluding taxes based on CyberQ Group’s income) in the Territory, however designated, associated with the purchase Services or Documentation based upon this agreement.
10.4. Orders, Payment and Delivery. All orders for the Services, delivery of the Services, payment for the Services, and terms governing each shall be negotiated between CYBERQPARTNER and CyberQ Group.
10.5. Independent Contractors. The relationship between CyberQ Group and CYBERQPARTNER established by this Agreement is that of independent contractors. Nothing contained in this Agreement or in a party’s performance thereof shall be construed to constitute the parties as partners, joint venturers, co-owners or otherwise as participants in a joint or common undertaking.
10.6. Assignment. CYBERQPARTNER may not assign, delegate, sub-contract or otherwise transfer this Agreement or any of its rights and obligations, whether voluntarily, by operation of law or otherwise, without CyberQ Group’s prior written approval. Notwithstanding anything to the contrary, CyberQ Group may, without consent, assign, delegate, sub-contract or otherwise transfer this Agreement or any of its obligations hereunder to any successor, assignee or surviving entity in the event of a merger, acquisition or purchase of at least fifty percent (50%) of CyberQ Group’s assets, or to any subsidiary or affiliate of CyberQ Group.
10.7. No Waiver; Severability. Failure by either party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision. The exercise by either party of any remedy under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise. If for any reason a court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be unenforceable, that provision of the Agreement shall be enforced to the maximum extent permissible so as to affect the intent of the parties, and the remainder of this Agreement shall continue in full force and effect.
10.8. Notices. All notices or other communications required or permitted hereunder shall be in the English language, in writing, and shall be deemed to have been given if sent via electronic mail: (i) by CYBERQPARTNER, in hard copy writing mailed by registered air mail postage prepaid, to the attention of CyberQ Group’s General Counsel (address found on www.cyberqgroup.com , or to such other address as provided in writing by an authorized representative of CyberQ Group, (ii) by CyberQ Group to the e-mail address submitted by CYBERQPARTNER during the CQPP registration process. Notices by CyberQ Group shall be deemed received one (1) business day after being sent by electronic mail. Notwithstanding anything to the contrary, the hypertext links referred to in this Agreement may be changed by CyberQ Group at any time in its sole and absolute discretion, without notice.
10.9. Force Majeure. Except for the obligation to make payments, neither party will be responsible for any failure to perform due to causes beyond its reasonable control (i.e., strike, fire, floods, government acts, orders or restrictions) nor due to negligence of the non-performing party. In the event of non-performance due to Force Majeure, the defaulting party shall have ninety (90) calendar days to cure the default, after which the nondefaulting party may elect to terminate this agreement and or cancel or suspend any Purchase Orders under the Agreement by written notice to the defaulting party.
10.10. Click-through Version Governs. The click-through version of this agreement (which appears during the CQPP registration process), or a version approved by CyberQ Group Legal and signed by an authorized representative of CyberQ Group, must be accepted by CYBERQPARTNER in order to complete the registration process and shall supersede all prior agreements, commitments or representations between the parties with respect to the subject matter herein, whether oral or written, as well as any downloaded version of the agreement, whether or not such downloaded version is signed by either party.
10.11. Counterparts; Section Headings. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, all of which together shall constitute one and the same instrument. The section headings contained herein are for convenience of reference only and shall not be considered as substantive parts of this Agreement.
10.12. Updates on CyberQ Group Web Site. Notwithstanding anything to the contrary, this Agreement, along with other CYBERQPARTNER Program materials on the CyberQ Group Website or CyberQ Group’s Partner Extranet, may be updated by CyberQ Group from time to time in its discretion. 10.13. Representation of Authority and Voluntary Nature of Agreement. By submitting this Registration Agreement and thereby agreeing to its terms, the submitting individual represents that he or she is authorized to bind CYBERQPARTNER in full to the terms in this Agreement. CYBERQPARTNER acknowledges and agrees that it has carefully read this Agreement and fully understands and agrees to its contents. CYBERQPARTNER hereby acknowledges and agrees that it has had the opportunity to negotiate the terms of this Agreement and request modifications. Further, each party represents that it has entered into this Agreement without undue influence or unequal bargaining power, that each party is sophisticated and accepts responsibility for entering this Agreement, and that each party is sophisticated in commercial matters and has had the opportunity to seek the advice of counsel prior to executing this Agreement.
Last Updated: May, 2022. CyberQ Group Confidential, CYBERQPARTNER Agreement v.3