This Customer Addendum (“Addendum”) is entered into by Secure Edge Networks, Inc., a Delaware corporation with an office at 2459 Wilkinson Blvd., Suite 220, Charlotte, NC 28208 (“SecurEdge” or “Secure Edge”) and the legal entity or individual entering into this Addendum (“Customer”). SecurEdge and Customer are each a “Party” and collectively, the “Parties” to this Addendum. This Addendum is subject to the Ecosystem Agreement entered into by the Parties separately (the “Agreement”). By signing a physical or electronic version of this Addendum, or by otherwise accepting this Addendum in connection with the Customer’s participation in the Ecosystem, Customer agrees to be bound by this Addendum.Background:
SecurEdge commercializes the Ecosystem and Central Office (both as further described in the Agreement) to enable various parties to license, provide and/or receive various products, software, services, or content;
Customer is an entity or individual that purchases or licenses any Solution within the Ecosystem and desires to obtain access to the Customer Console (as defined below) to enable Customer to participate in the Ecosystem; and
Customer and SecurEdge have entered or are entering into the Agreement in connection with this Addendum, and Customer and SecurEdge desire to enter into this Addendum to augment the terms and conditions pursuant to which Customer joins and participates into the Ecosystem and uses the Customer Console.
Unless specifically defined below in this Addendum, capitalized terms are defined in the Agreement.
Customer’s Activities within the Ecosystem
Scope of this Addendum. To become part of the Ecosystem and operate as a “Customer” (as such term is defined in the Agreement), Customer must enter into the Agreement and into this Addendum. Customer acknowledges and agrees by participating into the Ecosystem as a “Customer” (as such term is defined in the Agreement) and/or by accessing or using the Customer Console, Customer agrees to be bound by the Agreement and by this Addendum. This Addendum is subject to the terms and conditions of the Agreement, except that in the event of any conflict between the provisions of this Addendum and the Agreement, the provisions of this Addendum will prevail to the extent expressly stated in this Addendum.
Customer Console. To participate in the Ecosystem, Customer will receive access to the Customer Console, as further specified in Section 3.a below. The “Customer Console” means an interface made available by SecurEdge to Customer to interact with the Ecosystem. The Customer Console provides to the Customer various Ecosystem-related functionality, including product and quote tracking, support hub, document management, messaging, and performance monitoring.
Customer Account. To list and make available Solutions within the Ecosystem, Customer must open a customer account through the Customer Console (the “Customer Account”) and provide all information required by SecurEdge to approve Customer as a “Customer” as defined in the Agreement. SecurEdge may use Customer’s contact information provided to send to Customer information regarding announcements, programs, updates, and other such communications for the Customer Account. Customer agrees that SecurEdge may display Customer’s contact information (including email address) to Solution Partners and Service Providers as reasonably needed for SecurEdge within the Ecosystem, including for technical support and transactional purposes. Customer is responsible for all activities that take place within its Customer Account.
Removal by SecurEdge. SecurEdge may remove or suspend Customer’s access to the Customer Console and/or its Customer Account for: (i) Customer’s breach of this Addendum or of the Agreement; (ii) termination of this Addendum or of the Agreement; (iii) any claim that any Solution licensed by Customer infringes the IP Rights of a third party; (iv) any complaint that any Solution licensed by Customer and/or that Customer’s conduct violates any applicable law, regulation, or SecurEdge guideline, or (v) if requested by any governmental authority. The Parties will collaborate in good faith to resolve any such issues.
Solution Placement and Promotion. SecurEdge reserves the right to determine how and where any Solution is placed and promoted within the Customer Console.
License to the Customer Console. Subject to Customer’s ongoing compliance with this Addendum and with the Agreement, SecurEdge grants to Customer a nonexclusive license to (a) use within the Ecosystem any Solution licensed by Customer from any Service Provider or Solution Partner pursuant to a direct agreement between the Customer and the respective Service Provider or Solution Partner, and (b) use the Customer Console in the course of Customer’s activities within the Ecosystem in accordance with this Agreement and the applicable documentation made available by SecurEdge to Customer. The foregoing license (1) is limited to the version and format of the Customer Console made available by SecurEdge to Customer, (2) does not include the right for Customer to grant further licenses or sublicenses to any other party to the Customer Console, (3) is subject to Customer’s ongoing compliance with any limitations or use guidelines specified in the applicable Customer Console documentation made available by SecurEdge to Customer, (4) is assignable by Customer along with this Addendum to the extent this Addendum is assignable by Customer in accordance with the Agreement.
License Term. The license to the Customer Console specified in Section 3.a above becomes effective when this Addendum becomes effective and will remain in effect for as long as Customer continues to license any Solution from any Service Provider or Solution Partner pursuant to a direct agreement between the Customer and the respective Service Provider or Solution Partner. Notwithstanding the foregoing, the license to the Customer Console specified in Section 3.a above will automatically terminate upon any termination or expiration of this Addendum or of the Agreement.
Confidentiality. All information exchanged by Parties in connection with this Addendum is considered Confidential Information under the Agreement.
Term and Termination
Term. This Addendum becomes effective on the Effective Date and will continue in effect until terminated as permitted in the Agreement, or unless terminated by either Party by giving ninety (90) days prior written notice of termination to the other Party.