This Service Provider Agreement (“Provider 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 Provider Agreement (“Service Provider”).  This Provider Agreement is subject to the Ecosystem Agreement entered into by the Parties separately (the “Agreement”).  By signing a physical or electronic version of this Provider Agreement, or by electronically accepting this Provider Agreement in connection with the Service Provider’s participation in the Ecosystem (click-through acceptance is effective), Service Provider agrees to be bound by this Provider Agreement.  This Provider Agreement becomes effective when it is signed or electronically accepted by Service Provider.  

Background:

1. SecurEdge commercializes an online business ecosystem (the Ecosystem, as further described in the Agreement) that enables various parties to license, provide and/or receive various products, software, services, or content;

2. Service Provider is 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; and

3. Service Provider and SecurEdge have entered or are entering into the Agreement in connection with this Provider Agreement; and

4. Service Provider and SecurEdge desire to enter into this Provider Agreement to augment the terms and conditions pursuant to which Service Provider will join and participate into the Ecosystem.  

1. Definitions

   1. Unless specifically defined below in this Provider Agreement, capitalized terms are defined in the Agreement.

2. Service Provider's Activities within the Ecosystem

   1. Scope of this Provider Agreement. To become part of the Ecosystem and operate as a “Service Provider” (as such term is defined in the Agreement), Service Provider must enter into the Agreement and into this Provider Agreement.  Service Provider acknowledges and agrees by participating into the Ecosystem as a “Service Provider” (as such term is defined in the Agreement), Service Provider agrees to be bound by the Agreement and by this Provider Agreement.  This Provider Agreement is subject to the terms and conditions of the Agreement, except that in the event of any conflict between the provisions of this Provider Agreement and the Agreement, the provisions of this Provider Agreement will prevail to the extent expressly stated in this Provider Agreement.

   2. Service Provider Activities. Subject to Service Provider remaining in compliance with this Provider Agreement and the Agreement, Service Provider is authorized to perform the following activities within the Ecosystem:  (i) sell, license and/or provide any Solution directly to Customers, and/or (ii) purchase, license and/or receive any Solution from SecurEdge or from a Solution Partner.  Service Provider may enter into additional direct legal agreements with Customers, Solution Partners and/or SecurEdge in connection with such Solutions.

   3. No Further Resales. Service Provider will not (a) use any SecurEdge Product, including Central Office, to offer any services to any party other than a Customer for the Customer’s own use (including to provide any Network-as-a-Service offering to any reseller, distributor, or other party that is not a Customer), and/or (b) sell or license any SecurEdge Product to any party other than a Customer who acquires such SecurEdge Product for its own use within the Ecosystem.  For clarification, the foregoing restrictions will also apply to a party that qualifies as a Customer under the Agreement in general, if such party seeks to purchase, license or otherwise receive from Service Provider any aspect of a SecurEdge Product other than for its direct use within the Customer’s normal business (e.g., the foregoing restrictions prevent Service Provider from selling or licensing any SecurEdge Product to a Customer if such Customer seeks to act as further reseller or distributor for such SecurEdge Product).

   4. Customer Onboarding and Support.

      1. Service Provider will not impose any other terms on Customers’ use of the SecurEdge Products without the prior written consent of SecurEdge.  In particular, Service Provider has no authority to modify any warranty offered by SecurEdge in connection with any SecurEdge Product.

      2. Customers may create support tickets for technical issues experienced by Customers, and SecurEdge will route such tickets to Service Provider for issues that are Service Provider’s responsibility (e.g., for Network-as-a-Service issues), and to SecurEdge for SecurEdge Product issues.  SecurEdge will provide SecurEdge Product support on the service support schedule then in effect, a current copy of which is available on SecurEdge’s website, which may be updated from time to time by SecurEdge.  As of the effective date of this Provider Agreement, the SecurEdge service support schedule is Monday through Friday, 8am – 5 pm EST.

   5. Service Provider’s Responsibilities.

      1. Service Provider will maintain sufficient technical knowledge of the SecurEdge Products in general, based upon the access to and use of appropriate SecurEdge sales and technical training provided by SecurEdge.  SecurEdge may, at its discretion, define training and certification standards and service quality requirements which Service Provider will comply with, upon reasonable notice from SecurEdge. 

      2. Service Provider will comply with all applicable export and/or import laws, regulations, restrictions, and requirements in connection with any license, use, export and/or the distribution of the SecurEdge Products. 

      3. Service Provider will promptly inform SecurEdge of any (1) problems or errors in the SecurEdge Products encountered by Service Provider or reported by Customers, and (2) legal notices received by Service Provider which relate to, or might affect or impact SecurEdge or the SecurEdge Products in any manner. 

      4. Service Provider: (i) will comply with all applicable data protection legislation, (ii) will ensure that appropriate technical and organizational measures are taken to avoid unauthorized or unlawful processing of personally identifiable information (“PII”), (iii) is responsible for each of its respective employees, agents and contractors who will have access to PII.  Service Provider is solely responsible for the accuracy, quality, integrity, legality, reliability and appropriateness of all data, records, content, and information that is loaded, transmitted, received, generated or stored by or on behalf of Service Provider, its affiliates or Customers in any SecurEdge Product or any other product provided to Service Provider by SecurEdge. 

3. Financials

   1. Fees.  In consideration of the license to Central Office specified in Section 4.a below, unless otherwise agreed upon by the Parties in writing (electronic agreement acceptable), Service Provider will pay to SecurEdge the monthly or annual license fees specified in SecurEdge’s Central Office price sheet available at the following link: https://serviceprovider.securedgenetworks.com/pricing  (“CO Fees”).  Unless otherwise agreed upon by the Parties in writing (electronic agreement acceptable), Service Provider will pay in full (i) the CO Fees for the Initial CO Term (defined below) for within thirty (30) days after the beginning of the Initial CO Term, and (ii) the CO Fees for each upcoming Renewal CO Term (defined below) before the beginning of that Renewal CO Term.  Unless otherwise agreed upon by the Parties in writing (electronic agreement acceptable), SecurEdge may revise the CO Fees from time to time by updating the applicable CO Fees on the SecurEdge website, and the revised CO Fees will become effective at the beginning of the upcoming Renewal CO Term. Payment for your monthly subscription to Central Office will be processed at the beginning of each month, with your first month being prorated based on the date of your initial onboarding session. Payment for Monthly Active Team Members (MATMs) will also be processed at the beginning of each month and will begin once onboarding is complete and MATMs become active on Central Office. Payment of your fee for onboarding or other services will be processed prior to the start of any such work. 

   2. Payment Logistics. Service Provider will ensure that it receives payments from Customers for all Solutions and for all activities conducted by Service Provider within the Ecosystem solely through the Customer Console.  Amounts due to Service Provider for the re-sale of (i) SecurEdge hardware products are paid when funded by a finance Solution Partner, and (ii) SecurEdge software products are paid upon receipt by the SecurEdge Platform.  Service Provider must review the CO Fees and Transactional Fees on an ongoing basis to ensure that it is aware of any revisions.  If Service Provider conducts any transaction that triggers any Transaction Fee or CO Fee after any revision is made by SecurEdge to any such Transaction Fee or CO Fee, Service Provider is construed to have accepted the respective revised Transaction Fee or CO Fee.

4. Intellectual Property

   1. License to Central Office. Subject to Service Provider’s ongoing compliance with this Provider Agreement and with the Agreement, SecurEdge grants to Service Provider a nonexclusive license to use Central Office in the course of Service Provider’s activities within the Ecosystem.  The foregoing license (1) is limited to the version and format of Central Office made available by SecurEdge to Service Provider, (2) includes the right for Service Provider to sublicense Central Office directly to Customers in the course of Service Provider’s activities within the Ecosystem, (3) must comply with any limitations or use guidelines specified in the applicable Central Office documentation made available by SecurEdge to Service Provider, (4) is assignable by Service Provider along with this Provider Agreement to the extent this Provider Agreement is assignable in accordance with the Agreement.

      1. License Term. The license to Central Office specified in Section 4.a above becomes effective when this Provider Agreement becomes effective and will remain in effect for an initial term of one year (the “Initial CO Term”).  Upon expiration of the Initial CO Term, this license will automatically renew for additional successive renewal terms of one year each (each a “Renewal CO Term”), unless either Party terminates this Provider Agreement pursuant to Section 5.b below.  Notwithstanding the foregoing, the license to Central Office specified in Section 4.a above will automatically terminate upon any termination or expiration of this Provider Agreement or of the Agreement.

   2. Ecosystem License to SecurEdge Products. Subject to Service Provider’s ongoing compliance with this Provider Agreement and with the Agreement, SecurEdge grants to Service Provider a nonexclusive license to use the SecurEdge Products made available by SecurEdge to Service Provider under this Provider Agreement to demonstrate, market, distribute and sublicense such SecurEdge Products (or subscriptions thereto, as applicable) to Customers, solely for use by such Customers within the Ecosystem for the Customers’ own business purposes.    

   3. Restrictions. Service Provider will not (i) use, license, distribute, or otherwise commercialize any SecurEdge Product for any purposes not expressly permitted in this Provider Agreement, (ii) enter into any commercial relationship with any Customer outside the Ecosystem and/or outside the scope of the Agreement and this Provider Agreement, and (iii) receive or make any payment from or to any Customer other than through Central Office.

   4. Confidentiality. All information exchanged by Parties in connection with this Provider Agreement is considered Confidential Information under the Agreement. 

5. Term and Termination

   1. Term. This Provider Agreement will continue in effect until terminated in accordance with Section 5.b. below (“Term”).

   2. Termination. Either Party may terminate this Provider Agreement at any time by giving ninety (90) days prior written notice of termination to the other Party.  Service Provider will not receive any refund of any CO Fees prepaid by Service Provider for the license of Central Office in the event of any termination or expiration of this Provider Agreement. 

   3. Effect of Termination. The provisions of Sections 1, 3 to the extent that any payment obligations remain in effect as of the date when this Provider Agreement terminates or expires, 4.d, and 5.c will survive any termination or expiration of this Provider Agreement.

Schedule A: Reseller Appointment

This Schedule A is entered into by Secure Edge Networks, Inc (SecurEdge) and the legal entity entering into this Schedule A (Service Provider).  This Schedule A is subject to the Ecosystem Agreement (the Agreement) and the Service Provider Agreement (the Provider Agreement) entered into by the Parties.  By signing a physical or electronic version of this Schedule A, or by electronically accepting this Schedule A in connection with Provider Agreement (click-through acceptance is effective), Service Provider agrees to be bound by this Schedule A.  This Schedule A specifies the terms and conditions under which SecurEdge appoints Service Provider to resell certain SecurEdge Products within the Ecosystem:

1. Scope. This Schedule A is incorporated into the Provider Agreement.  This Schedule A is subject to the Service Provider Agreement and to the Agreement entered into by the Parties (collectively. the “Provider Agreements”).  All capitalized terms not defined in this Schedule A are as defined in the Provider Agreements.  In the event of any conflict between this Schedule A and Provider Agreements, this Schedule A will prevail to the extent expressly provided in this Schedule A.

2. Nonexclusive Appointment. Subject to all other terms and conditions of this Schedule A and of the Provider Agreements, SecurEdge appoints Service Provider to act as a nonexclusive reseller for the SecurEdge Products made available by SecurEdge under this Schedule A, and Reseller hereby accepts such appointment.  For clarification, this relationship does not establish any exclusive obligations for either Party.  As part of this nonexclusive reseller relationship:

   1. SecurEdge will sell or license (as applicable) the SecurEdge Products to Service Provider, and 

   2. Service Provider is authorized by SecurEdge to (i) resell or sublicense (as applicable) the SecurEdge Products to Customers, either alone or integrated into the Solutions that Service Provider sells, licenses or provides to any Customer.

3. Training, Installation and Support.

   1. SecurEdge will provide reasonable and adequate training and documentation for the SecurEdge Products to Service Provider, at no additional cost to Service Provider.   

   2. Unless otherwise agreed by the Parties in writing, (i) Service Provider will provide support to all Customers for the SecurEdge Products, (ii) SecurEdge will provide background support to Service Provider to enable Service Provider to provide general support to the Customers for the SecurEdge Products, and (iii) SecurEdge will provide all other general support reasonably required or requested by Customers for the SecurEdge Products.  Each Party may enter into direct maintenance and support agreements with the Customers for the type of support that it provides to such Customers, and each Party will collaborate in good faith and will keep informed the other Party with respect to its relationship with the Customers relating to the SecurEdge Products.

4. Operational Logistics

   1. Reports and Forecasts. The Parties will provide to each other reasonable reports and nonbinding forecasts on an ongoing basis for the SecurEdge Products to help each Party reconcile its records and manage its supply chain accordingly. 

   2. Software Licenses. Service Provider will purchase from SecurEdge the hardware portions of Products for resale to Customers, and will license the software, documentation and other copyrightable materials from SecurEdge.  The Parties agree that software, documentation and other copyrightable materials (collectively “Software”) are not sold, and instead the Software is licensed under this Schedule A, subject to Service Provider remaining in full compliance with the terms and conditions of this Schedule A and the Provider Agreements, as follows: 

      1. with respect to Software that is made available by SecurEdge to Service Provider under the Provider Agreement and that is owned by SecurEdge (“SecurEdge Software”), SecurEdge grants to Service Provider a license to distribute such Software to Customers as part of the SecurEdge Products to the extent necessary for the Service Provider to resell or sublicense the SecurEdge Products to Customers in accordance with this Schedule A.  The foregoing license in this Section 4.b.i of this Schedule A will be nonexclusive and worldwide, and will remain in effect for so long as the respective SecurEdge Software is distributed by Service Provider to the Customers as part of the SecurEdge Products. 

      2. with respect to Software owned by parties other than SecurEdge, such as Software pre-installed by third party OEM vendors within SecurEdge Products (e.g., Android, iOS, or other third party software or materials) (“Third Party Software”), to the extent permitted by the license agreements applicable to such Third Party Software, SecurEdge will assign to Service Provider, and then Service Provider will assign to Customers all such license agreements relating to such Third Party Software, in accordance with the respective third party OEM vendors’ rules.

      3. SecurEdge grants to each Customer a nonexclusive license to use the SecurEdge Software distributed by Service Provider under the Provider Agreements to such Customer for as long as such Customer remains in full compliance with all agreements relating to the respective SecurEdge Products in effect between Service Provider and such Customer and between SecurEdge and such Customer.  

   3. Customer Agreements. The Parties will reasonably collaborate in good faith to obtain valid and binding acceptance and agreement from each Customer to all Software licensed to such Customer in connection with the Provider Agreements.

   4. Title and Risk of Loss. Title to and risk of loss of SecurEdge Products (excluding Software, which is licensed in accordance with Section 4.b above of this Schedule A) will pass from SecurEdge to Service Provider at the time and place of delivery of such SecurEdge Products to Service Provider at a location specified by SecurEdge, unless otherwise agreed by both Parties in writing.

   5. Modifications. SecurEdge may add, modify, or remove any SecurEdge Product (including Software) from this Schedule A by SecurEdge with thirty (30) days prior written notice to Service Provider (email acceptable).

5. Financials.

   1. Prices and Discounts.  The prices at which SecurEdge sells or licenses the SecurEdge Products under this Schedule A are specified separately by SecurEdge, and may be amended from time to time by SecurEdge with thirty (30) days prior written notice to Service Provider (email acceptable).  Service Provider will have full discretion in setting all prices for the SecurEdge Products for its Customers.

   2. Payments.  Service Provider will pay amounts due to SecurEdge under this Schedule A as agreed upon by the Parties in connection with each specific sale transaction entered into by the Parties under this Schedule A.  If no specific payment terms are jointly defined by the Parties for any such transaction, payments will be due in full within thirty (30) days after the date when SecurEdge issued a corresponding invoice to Service Provider.  Any late amounts will incur interest at an annual rate of 5% (five percent) (or the maximum amount allowed by law, if lower).  Service Provider will reimburse SecurEdge for any legal and collection agency fees and costs incurred by SecurEdge to collect any amounts due to SecurEdge under the Provider Agreements.

   3. Taxes.  The Parties will reasonably collaborate and provide to each other all applicable tax certificates, including applicable reseller tax registrations, to assist each Party to waive or recover any sales taxes applicable to the SecurEdge Products, to the extent that such taxes can be waived or recovered as a result of the reseller relationship covered by the Provider Agreements.

   4. Currency.  All payments made by Service Provider in connection with the Provider Agreements will be in United States Dollars and will be made in the United States to an account identified by SecurEdge, unless otherwise agreed in writing by the Parties.

6. Acceptance: Service Provider will have 30 days after the date of receipt of hardware included in SecurEdge Products for inspection and testing.  During such 30-day period, if Service Provider determines that any such hardware fails to meet the specifications set forth in the applicable documentation for the respective SecurEdge Product, Service Provider may reject such SecurEdge Product by notifying SecurEdge in writing of such rejection, obtaining a returned material authorization (“RMA”) number from SecurEdge, and returning the rejected SecurEdge Product to SecurEdge (or to a third party designated by SecurEdge) within fourteen (14) days after receipt of such RMA number.  SecurEdge will issue each RMA requested by Service Provider within two business days.  SecurEdge Products not rejected by Service Provider within the 30-day acceptance period under this Section will be deemed accepted by Service Provider.

7. Recurring Services and Licenses. With respect to any ongoing services or Software made available or licensed by SecurEdge as part of the SecurEdge Products under this Schedule A, if SecurEdge does not receive the applicable payment from Service Provider and/or from the respective Customer as previously agreed upon by Service Provider and SecurEdge, SecurEdge will have the right to suspend or terminate the respective Customer’s access to the affected SecurEdge Products after providing notice to Service Provider of the payment default and at least fourteen (14) days after such notice for Service Provider to pay the overdue amounts.

8. Security Interest.  SecurEdge reserves, until full payment has been received, a security interest in all hardware portions of SecurEdge Products sold under the Provider Agreements.  Service Provider agrees to execute any document appropriate or necessary to perfect the security interest of SecurEdge, or in the alternative, SecurEdge may file the Provider Agreements as a financing statement and/or chattel mortgage.

9. Trademarks.  

   1. License. SecurEdge hereby grants to Service Provider a nonexclusive, nontransferable, revocable license, under SecurEdge’s Trademarks made available by SecurEdge to Service Provider under this Schedule A, during the term of this Schedule A, to advertise and promote the SecurEdge Products resold or licensed by Service Provider pursuant to this Schedule A.  SecurEdge may add, remove or modify at any time and particular Trademark or collateral that is licensed to Service Provider under this Schedule A.  All presentations, publications, distributions or display of any SecurEdge Trademark or marketing collateral that Service Provider intends to use must first be submitted by Service Provider to SecurEdge for approval, and all design, color and other details used by Service Provider will be exact copies of those used and approved by SecurEdge.  In addition, Service Provider will fully comply with all Trademark guidelines that are provided by SecurEdge to Service Provider in connection with this Schedule A.

   2. Use.   Service Provider will not alter or remove any of SecurEdge's Trademarks affixed to the SecurEdge Products.  All goodwill associated with SecurEdge's Trademarks arising in connection with this Schedule A will inure solely to SecurEdge and Service Provider will obtain no rights with respect to any of SecurEdge's Trademarks, other than the right to perform as specifically permitted in this Schedule A, and Service Provider irrevocably assigns to SecurEdge all such right, title and interest, if any, in any of SecurEdge's Trademarks.  At no time during or after the term of this Schedule A will Service Provider challenge or assist others to challenge SecurEdge's Trademarks (except to the extent this covenant is expressly prohibited by applicable law) or the registration of such Trademarks, or will attempt to register any Trademark confusingly similar to those of SecurEdge.

10. Termination.  This Schedule A may be terminated by either Party at any time with sixty (60) days prior written notice to the other Party.  Upon any termination or expiration of this Schedule A, (a) Service Provider’s obligations to pay to SecurEdge the amounts owed under this Schedule A will survive, and (b) all rights granted by each Party to the other Party under this Schedule A will automatically terminate.