This Ecosystem Agreement (“Agreement”) 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 entering into this Agreement (“Participant”). SecurEdge and Participant are each a “Party” and collectively, the “Parties” to this Agreement. By signing a physical or electronic version of this Agreement, or by otherwise electronically accepting this Agreement in connection with the Participant’s application for the Ecosystem (click-through acceptance is effective), Participant agrees to be bound by this Agreement. This Agreement becomes effective when it is signed or electronically accepted by Participant (the “Effective Date”).Background:
SecurEdge commercializes an online business ecosystem (the Ecosystem, as further described below) that enables various parties to license, provide and/or receive various products, software, services, or content;
Participant is a prospective vendor or customer of products, software, services and/or content that may be commercialized through the Ecosystem; and
Participant and SecurEdge desire to enter into this Agreement, pursuant to which Participant will join and participate into the Ecosystem.
Definitions. Unless specifically defined below, capitalized terms are defined in Schedule A below.
Joining the Ecosystem. To become part of the Ecosystem, Participant must enter into this Agreement.
Company Types. To participate in the Ecosystem, Participant must qualify as at least one Company Type. Participant may choose to operate as one or more Company Types. Further descriptions of certain available Company Types are provided in Schedule A and are available in the Ecosystem.
Company Agreements. From time to time, Participant and SecurEdge may enter into one or more Company Agreements, as further described in Schedule A. Company Agreements are written agreements that relate to this Agreement, and that specify the particular rights and obligations of Participant when operating within the Ecosystem as a corresponding Company Type.
Suspension. Notwithstanding anything to the contrary, SecurEdge may suspend or terminate Participant’s access in whole or in part to the Ecosystem, or Participant’s activities within the Ecosystem as a particular Company Type, if SecurEdge reasonably determines that (i) Participant’s activities or Solutions pose a security risk to, or may otherwise negatively affect the Ecosystem or the systems or data of any Customer or other participant in the Ecosystem, (ii) Participant’s activities may subject SecurEdge or any other party to liability, (iii) Participant’s activities violate or are likely to violate any applicable laws, this Agreement, or any Company Agreement; or (iv) the availability of any aspect of the Ecosystem is impossible or impractical as a result of any law, regulation or judicial order.
Compliance. Each Party will comply with all laws and regulations applicable to that Party in connection with this Agreement and each Company Agreement entered into by the Parties.
Fees. Any fees due in connection with this Agreement, together with the circumstances when such fees become payable, are specified in one or more Company Agreements entered into by SecurEdge and Participant.
Expenses. Unless otherwise expressly provided in this Agreement or in a Company Agreement, each Party will bear its costs and expenses with respect to the activities contemplated by this Agreement.
Taxes. Each Party will pay all taxes (including any sales and use taxes) (“Taxes”) to the extent any such Taxes apply and that Party is required to pay such Taxes pursuant to applicable laws and regulations in connection with the transactions covered by this Agreement or any Company Agreement. Each Party will be responsible for its income taxes and similar taxes assessed on that Party’s revenue.
License. Subject to Participant’s full compliance with this Agreement and with all Company Agreements, SecurEdge grants to Participant, under all IP Rights owned or licensable by SecurEdge relating to the Ecosystem, a royalty-free (but subject to any fees payable by Participant to SecurEdge under this Agreement and/or under any Company Agreements), nonexclusive, worldwide, nontransferable and nonassignable (except as permitted in Section 8.b.) license, without the right to sublicense, during the Term of this Agreement, to use the technology made available by SecurEdge to Participant as part of the Ecosystem as reasonably necessary for Participant to operate within the Ecosystem. Additional licenses may be included in Company Agreements entered into by the Parties.
Ownership and Reservation of Rights. Each Party will retain ownership of its own respective technology (including software, hardware and data), services and IP Rights. To the extent that either Party produces any new IP Rights and/or any new work product independently of this Agreement and not based on the Confidential Information of the other Party, then the respective Party will be the sole owner of such IP Rights and/or work product. With respect to any IP Rights that are produced solely by either Party or jointly by the Parties in connection with this Agreement, then (a) Participant will be the sole owner of any IP Rights that relate to the Participant’s Solutions and all other Participant technology and services, including any improvements, modifications or extensions of such Solutions, technology or services, and (b) SecurEdge will be the sole owner of any IP Rights that relate to the Ecosystem and to all other SecurEdge technology and services, including any improvements, modifications or extensions of such Ecosystem, technology or services.
Reservation of Rights. Neither Party intends to grant, and neither Party does actually grant in connection with this Agreement or any Customer Agreement any license or other right that is not expressly stated in this Agreement or in a Customer Agreement with respect to any IP Rights or other technology, whether by implication, statute, inducement, estoppel or otherwise, and each Party hereby reserves all of its rights other than the rights expressly granted in this Agreement or in a Customer Agreement.
Trademarks. Each Party grants to the other Party a nonexclusive license to place and use that Party’s Trademarks within the Ecosystem and within other’s Party’s website, advertisements and marketing materials to operate under the Ecosystem in accordance with this Agreement or any Customer Agreement. Any such use of a Party’s Trademarks must be approved by the respective Party in writing, in the other Party’s sole discretion, prior to the first Party’s use or publication of such materials. Any use of a Party’s Trademarks, and all good-will associated therewith, will inure solely to the benefit of the owning Party. Either Party has the right to revoke any permission granted to use its Trademarks under this Section at any time, in its sole discretion, upon written notice to the other Party. Upon termination of this Agreement, absent a separate written agreement between the Parties that is still in effect, each Party will immediately cease all use of the other Party’s Trademarks and will destroy all marketing materials containing the other Party’s Trademarks within a reasonable time after such termination.
Warranties and Disclaimers
Ecosystem Warranties. SecurEdge warrants to Participant that during the Term, the portions of the Ecosystem made available by SecurEdge will operate substantially in accordance with the applicable documentation made available by SecurEdge to Participant.
Performance Warranties. Each Party warrants and represents that it is a corporation or other legal person duly organized, validly existing and in good standing with the applicable authorities, and that it has all necessary corporate power and authority to execute and deliver this Agreement and each Company Agreement executed by it, and perform its obligations under this Agreement and such Company Agreement.
Mutual Disclaimers. EXCEPT AS EXPRESSLY SPECIFIED IN THIS AGREEMENT OR IN A COMPANY AGREEMENT, NEITHER PARTY PROVIDES ANY OTHER WARRANTY, EXPRESS, IMPLIED OR STATUTORY, TO THE OTHER PARTY OR TO ANY THIRD PARTY, WITH RESPECT TO ANY PRODUCTS, SOLUTIONS, SERVICES OR TECHNOLOGY (INCLUDING WITH RESPECT TO ANY IP RIGHTS OR THE ECOSYSTEM), AND EACH PARTY EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF TITLE, AVAILABILITY, RELIABILITY, USEFULNESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR ARISING FROM COURSE OF PERFORMANCE OR USAGE. As Participant’s sole and exclusive remedy for any warranty breach by SecurEdge under this Section 5 with respect to the Ecosystem, SecurEdge will make commercially reasonable efforts to address any material deviations from the applicable SecurEdge documentation that may occur in the operation of the Ecosystem, and to work with Participant in good faith to address such deviations.
Mutual Limitations. Except for any Excluded Claims, neither Party will be liable to the other Party or to any third party in connection with this Agreement and all Company Agreements entered into by the Parties for any costs of procurement of substitute deliverables or other products, solutions or services, nor for any loss of business, loss of use or of data, interruption of business, lost profits or goodwill, or other indirect, special, incidental, exemplary or consequential damages of any kind arising in connection with this Agreement, even if it has been advised of the possibility of such loss, and notwithstanding any failure of essential purpose of any limited remedy. Except for any Excluded Claims, under no circumstances will each Party’s total and aggregate liability of all kinds arising out of or related to this Agreement and all Company Agreements entered into by the Parties, regardless of the forum and regardless of whether any action or claim is based on contract, indemnification obligations, tort or otherwise, exceed at any point in time the total amount paid by Participant to SecurEdge over the twelve (12) months prior to that point in time under this Agreement and under all Company Agreements entered into by the Parties. The foregoing limitations in this Section 5.d. include all liability that may arise out of third-party claims and are cumulative, with all payments for claims or damages being aggregated to determine satisfaction of the limit, and the existence of one or more claims will not enlarge those limitations. Each Party acknowledges that the foregoing limitations in this Section 5.d.will apply notwithstanding any failure of essential purpose of any limited remedy. “Excluded Claims” means (i) infringement by a Party of the other Party’s IP Rights, (ii) breach by either Party of the confidentiality obligations in Section 6, (iii) willful and intentional, or grossly negligent breaches of this Agreement, and (iv) amounts owed by Participant to SecurEdge under this Agreement or any Company Agreement entered into by the Parties.
Each Party will comply with the confidentiality obligations in Schedule B attached to this Agreement (Confidentiality).
Terms and Termination
Term. This Agreement becomes effective on the Effective Date and will continue in effect until terminated in accordance with Section 7.b. below (“Term”).
Termination for Convenience. Either Party may terminate this Agreement and/or any Company Agreement at any time by giving prior 90-day written notice of termination to the other Party, except that neither Party may terminate for convenience any Company Agreement that does not permit termination for convenience by that Party. If this Agreement is terminated for convenience by either Party and any Company Agreement is in effect at that time, this Agreement will remain in effect with respect to any Company Agreement until such Company Agreement is terminated or expires in accordance with its terms.
Termination for Cause. This Agreement and/or any Company Agreement may also be terminated immediately, by written notice, (i) by either Party in the event of a material breach of this Agreement by the other Party if the circumstances that led to such breach remain uncured for 30 days from receipt of written notice of default, or (ii) by either Party if the other Party ceases to do business without a successor entity, makes an assignment for the benefit of creditors, or files or has filed against it a petition of bankruptcy or other insolvency proceeding that is not resolved within ninety (90) days of such filing.
Effect of Termination. The provisions of Sections 1, 3 to the extent that any payment obligations are not completed as of the date of termination or expiration, 4.b, 4.c, 4.d, 5, 6, 7.c, and 8, and Schedules A and B will survive any termination or expiration of this Agreement.
Insurance. During the term of this Agreement and for at least one year after any termination or expiration of this Agreement, each Party (but excluding Customers) will maintain insurance policies with financially sound and nationally reputable insurers rated A-VII or better by A.M. Best Company as follows: (a) Commercial General Liability Insurance with limits of at least $1 Million per occurrence and at least $2 Million in the aggregate; (b) Workers’ Compensation and Employers’ Liability Insurance, of the type and amount required by laws and regulations applicable to that Party under this Agreement; and (c) coverage for Cyber and Privacy liability arising out of technology services, including invasion of privacy violations and data security breach of networks that are under that Party’s control, with a limit of at least $1 Million per occurrence and at least $1 Million in the aggregate. Each Party will provide the other party with certification of such insurance upon request.
Assignment. Neither Party may assign this Agreement or any Company Agreement without the express consent of the other Party, except that either Party may assign this Agreement (together with all Company Agreements) without the need to obtain such consent in connection with a corporate reorganization or a sale or transfer of all or substantially all of its stock, assets or business relating to this Agreement.
Changes to the Ecosystem. SecurEdge has the right to modify the Ecosystem at any time, including to establish additional Company Types, remove Company Types, reclassify Company Types, and change the functionality of Central Office or other features of the Ecosystem, provided however that (1) SecurEdge will notify Participant at least thirty (30) days prior to such change becoming effective (notice may be provided through the Ecosystem) if such change is likely to impact the revenue derived by Participant within the Ecosystem, and (2) such change will not be effective to the extent that such change is prohibited in a Company Agreement.
Notices. All notices or other communications relating to the performance, enforcement, or other legal aspects of this Agreement will be in writing and will be personally delivered or sent by overnight courier service to the other Party at the last address provided by that Party. Any other communications between the Parties may be conducted over telephone, email, or by other means reasonable under the circumstances and mutually acceptable to each Party.
Relationship of Parties. The Agreement does not create and will not be construed as creating any relationship of agency, franchise, fiduciary duty, partnership, or employment between the Parties. Accordingly, neither Party will have the authority, either express or implied, to make any contract, commitment or representation, or incur any debt or obligation on behalf of each other. This Agreement and relationship are not exclusive for either Party.
Applicable Law and Venue. This Agreement and all claims relating to the relationship of the parties contemplated herein, whether or not arising directly under this Agreement, will be governed by and construed and interpreted in accordance with the laws of the State of Delaware, USA, applicable to contracts entered into and to be performed within that state. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement. Any dispute arising under this Agreement and/or any Company Agreement will be settled exclusively by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.. Unless the Parties agree otherwise after good faith consultation, the arbitration will take place in Wilmington, Delaware.
Injunctive Relief. Notwithstanding anything to the contrary in this Agreement, in the event of a breach under Schedule B (Confidentiality), each Party, without limiting any of its other respective rights or remedies, will be entitled to specific performance and injunctive and/or equitable relief, in addition to other remedies afforded by law, to protect its interests.
Force Majeure. Each Party will be excused from performance and will not be liable for any delay in delivery or for non-delivery, in whole or in part, caused by the occurrence of any contingency beyond the reasonable control of that Party, including but not limited to, war (whether an actual declaration thereof is made), sabotage, insurrection, riot or other act of civil disobedience, actual or threatened act of terrorism or of any other public enemy, hacking or other cyber-attacks, failure or delay in transportation, pandemic, governmental orders requiring compliance with health procedures (including with respect to COVID), other acts of any government or any agency or subdivision thereof affecting the terms of this Agreement, judicial action, labor dispute, accident, defaults or suppliers, fires, explosion, flood, storm or other act of God, shortage of labor, fuel, raw material or machinery or technical or yield failures.
Construction. For purposes of this Agreement, unless otherwise required by the context: the singular number will include the plural, and vice versa; the verb “may” indicates a legal right to perform the respective activity but does not establish a legal obligation to perform that activity; and the words “include,” “including” and “for example,” and variations thereof, will not be deemed to be terms of limitation, but rather will be deemed to be followed by the words “without limitation.” The headings in this Agreement are for convenience of reference only and will not be referred to in connection with the construction or interpretation of this Agreement. English is the official language of this Agreement. This Agreement may be translated and/or executed in languages other than English, but the Parties agree that the English version will control. Company, Customer and each other Licensee waive any rights that it may have under the laws of any country or jurisdiction to have this Agreement written in any local language, or interpreted or superseded by local law in those countries.
Miscellaneous. No amendment or modification of this Agreement will be valid or binding upon the Parties unless made in writing and executed by authorized representatives of each Party, except as otherwise expressly provided in this Agreement. This Agreement includes all of the attached Schedules, and all such Schedules are expressly incorporated and made a part of this Agreement. This Agreement supersedes all prior agreements and understandings, including oral representations, between the Parties relating to its subject matter. In case of any discrepancy between this Agreement and any Company Agreement or other document, the terms of this Agreement will prevail unless otherwise expressly stated in such Company Agreement or document with particular reference to Section 8.i. of this Agreement. Waiver of breach of any provision of this Agreement on any occasion will not be deemed a waiver of that provision or of any other provision on any other occasion, nor will such waiver affect the right of either party to terminate this Agreement. If any provision in this Agreement is held to be invalid or unenforceable for any reason, such provision will, to the extent of such invalidity or unenforceability, be severed, but without in any way affecting the remainder of such provision or any other clause in this Agreement, and the provision will be replaced with a provision which, to the extent permitted by applicable law, achieves the purposes intended by the invalid or unenforceable provision. This Agreement may be executed in counterparts. To the extent that Participant has a separately executed any other agreement with SecurEdge or its Affiliates on a different subject matter, such other agreement will continue unmodified under its own terms.
Schedule A Definitions
“Affiliate” of a party means any corporation, partnership, limited liability company, or other entity that directly or indirectly, controls, is controlled by or is under common control with that party. As used in this definition, “control” the possession, directly or indirectly, of the power to direct or cause the direction of management or policies of any such entity or organization, whether through the ownership of securities, by contract, or otherwise.
“Central Office” means a SaaS platform commercialized by SecurEdge that enables Participant to license, sell, provide, purchase, receive and/or use products, software, services and/or data on a subscription basis, as part of bundled XaaS services.
“Ecosystem” or “SecurEdge Ecosystem” means a technology platform and online business ecosystem that SecurEdge may make available to Participant to enable Participant to operate under this Agreement and under any related Company Agreement. The Ecosystem includes Central Office to the extent the Central Office functionality is relevant to Participant’s activities under this Agreement and under any related Company Agreement. The Ecosystem may also include a website, one or more application programming interfaces (APIs), web and mobile applications, social networking functionality, Business-to-Business (B2B) and Business-to-Consumer (B2C) functionality, and an online marketplace allowing Participant to market, sell, license, provide, purchase, and/or receive Solutions, software, services and/or data.
“Company Type” means a business model and the role of a participant within the Ecosystem. For purposes of this Agreement, Participant may be classified as one or more Company Types. As of the Effective Date, the Company Types include the following:
“Business Affiliate” means an entity or individual that refers to SecurEdge potential participants in the Ecosystem.
“Customer” means an entity or individual that purchases or licenses any Solution within the Ecosystem.
“Service Provider” means an entity or individual that, within the Ecosystem, (i) sells, licenses or provides any Solution to any Customer, and/or (ii) purchases, licenses or receives any Solution from SecurEdge or from a Solution Partner.
“Solution Partner” means an entity or individual that sells, licenses or otherwise provides any Solution to a Service Provider or on behalf of a Service Provider (including possibly to Customers of the Service Provider as part of the relationship with the Service Provider) pursuant to agreements entered into by that entity directly with the Service Provider. Examples of Solution Partners include Distributors, Manufacturers, Independent Software Vendors, Internet Service Providers, and Financial Services Providers.
“Company Agreement” means any agreement entered into by Participant and SecurEdge in writing (electronic signature acceptable) that references this Agreement and includes additional and specific terms and conditions governing the Participant’s activities within the Ecosystem. Each Company Type is governed by a Company Agreement, and to operate as a particular Company Type, Participant must accept and enter into the corresponding Company Agreement. As of the Effective Date, the Company Agreements include the following:
“Customer Agreement” means an agreement entered into by a Customer and SecurEdge and governing the participation of the Customer within the Ecosystem.
“Service Provider Agreement” means an agreement entered into by a Service Provider and SecurEdge and governing the participation of the Service Provider within the Ecosystem.
“Solution Partner Agreement” means an agreement entered into by a Solution Partner and SecurEdge and governing the participation of the Solution Partner within the Ecosystem.
“IP Rights” means any and all intellectual property rights anywhere in the world, including all (a) patents, including utility patents, design patents, utility models, industrial designs, statutory registrations and all other equivalent or similar rights anywhere in the world in inventions and discoveries, together with any applications thereof (“Patents”), (b) copyrights and all other similar rights in Software, documentation, and other works of authorship (“Copyrights”), (c) mask work rights, (d) trade secrets rights and other similar rights in oral and written confidential information, know-how, documentation, technology and Software (“Trade Secrets”), (e) rights in all trade names, logos, common law trademarks and service marks, trademark and service mark registrations, and applications therefore (“Trademark Rights”), (f) rights in all moral and economic rights of authors and inventors, however denominated; and g) any other similar, corresponding or equivalent rights to any of the foregoing related to any technology, hardware, software or services.
“SecurEdge Product” means any product, software, service or data sold, licensed, provided, or otherwise made available by SecurEdge directly or indirectly to Participant in connection with this Agreement. The SecurEdge Products may include Central Office.
“Solution” means any product, software, service, data, content or other technology that is sold, purchased, licensed, provided, otherwise commercialized within the Ecosystem by Participant, to Participant, or to any Customer. The Solutions may include one or more SecurEdge Products.
Schedule B Confidentiality
“Confidential Information” of a Party disclosing or otherwise providing information in connection with this Agreement and/or any Company Agreement (“Disclosing Party”) means all of the Disclosing Party’s information and documentation disclosed to or accessed by the other Party (“Receiving Party”) in connection with this Agreement or a Company Agreement that should reasonably be construed to be confidential considering the nature of such information and the circumstances of its disclosure. Confidential Information of the Disclosing Party may include third party information provided to the Disclosing Party under confidentiality restrictions by the third party. The Ecosystem and SecurEdge Products are the Confidential Information of SecurEdge without the need for any markings. The Participant’s Solutions are the Confidential Information of Participant without the need for any markings. “Confidential Information” does not include information that: (i) is independently developed by the Receiving Party, as demonstrated by the Receiving Party’s written records, without use of, or reference to, the Disclosing Party’s information; (ii) is or becomes publicly known (other than through breach of this Agreement); (iii) is disclosed by the owner of such information to a third party free of any obligation of confidentiality; (iv) is already known by the Receiving Party at the time of disclosure, as demonstrated by the Receiving Party’s written records, and the Receiving Party has no obligation of confidentiality other than pursuant to this Agreement; or (v) is rightfully received by the Receiving Party free of any obligation of confidentiality.
Obligations. With respect to any Confidential Information disclosed or otherwise provided by the Disclosing Party under this Agreement or any Company Agreement, (a) the Receiving Party will treat such Confidential Information as confidential and will handle it using at least the same procedures and degree of care which it uses to prevent the misuse and disclosure of its own confidential information of like importance, but in no event less than reasonable care, (b) the Receiving Party will only use such Confidential Information as expressly permitted under this Agreement or any Company Agreement, and only to the extent necessary under this Agreement or any Company Agreement, and (c) the Receiving Party will not disclose any such Confidential Information to any third party except as expressly permitted under this Agreement or any Company Agreement, and subject to written confidentiality and nonuse obligations at least as protective of the other Party as those set forth in this Agreement. Participant further agrees to keep confidential the terms and existence of this Agreement. Neither Party will reverse engineer, disassemble or decompile any technology owned or provided by the other Party (including the Ecosystem and the Solutions) to ascertain the underlying Confidential Information. Upon any termination of this Agreement, or upon any earlier request by the Disclosing Party, the Receiving Party will promptly return or destroy (and certify such destruction) the Confidential Information of the Disclosing Party.
Participant Interactions. In the absence of a confidentiality agreement in effect between Participant and another participant in the Ecosystem, including any Business Affiliate, Customer, Service Provider or Solution Partner, where such other participant discloses any information of such participant that should reasonably be construed to be confidential considering the nature of such information and the circumstances of disclosure, Participant will (a) treat such information as confidential and will handle it using at least the same procedures and degree of care which it uses to prevent the misuse and disclosure of its own confidential information of like importance, but in no event less than reasonable care, (b) use such information only for the mutual benefit of Participant and that participant within the Ecosystem, and (c) not disclose any such information to any third party except as needed for the mutual benefit of Participant and that participant within the Ecosystem, and subject to written confidentiality and nonuse obligations that protect such information consistently with the foregoing clauses.
Data. Each Party has the right to anonymize and aggregate data received or collected by that Party within the Ecosystem, including the Confidential Information of the other Party (“Anonymized Information”), provided that such Party will ensure that (a) the Anonymized Data cannot be reverse-processed to recover any personally identifiable information, the identity of the other Party or of any other entity, or any Confidential Information of the other Party, and (b) it complies with all applicable laws and regulations in connection with its collection, processing, use, sharing and other commercialization of such Anonymized Data. Subject to the foregoing obligation, each Party will own the Anonymized Data that it produces in connection with this Agreement.
Data Compliance. SecurEdge may share contact information and other data relating to Participant and Participant’s Customers with other participants in the Ecosystem as reasonably needed, where such data may include personal data (“Ecosystem Data”). Participant will only use the Ecosystem Data provided by SecurEdge as necessary under this Agreement and any Company Agreement, including to respond to another Participant’s inquiry about Participant’s Solutions that are available in Central Office. Participant will comply with all applicable laws and regulations when processing, holding and using Ecosystem Data, and Participant will obtain all necessary applicable consents from all other relevant participants in the Ecosystem. All such Ecosystem Data that is provided by SecurEdge is considered the Confidential Information of SecurEdge as between the Parties, subject to the underlying rights of any other relevant participants in the Ecosystem. Participant will not use any Ecosystem Data received from SecurEdge or otherwise obtained by Participant within the Ecosystem to engage in any transaction with any Customer or other participant in the Ecosystem directly or indirectly outside the Ecosystem.
Security Incidents. In the event of a security breach involving any of Participant’s Solutions, Participant will take prompt corrective action to cure any such deficiencies and any action pertaining to such incident required by applicable federal and state law. Participant will report any known security incident or vulnerability involving any of its Solutions to SecurEdge promptly after becoming aware of such incident or vulnerability.