TERMS OF USE

BY CLICKING "I ACCEPT", "OK", "CONTINUE", "YES" YOU ARE INDICATING YOUR COMPLETE UNDERSTANDING AND ACCEPTANCE OF THE TERMS OF THIS AGREEMENT. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS. PLEASE READ THIS AGREEMENT CAREFULLY. IF YOU DO NOT AGREE, DO NOT CLICK “I AGREE” AND YOU WILL NOT BE ABLE TO COMPLETE THE PROCESS. THIS TERMS OF USE AGREEMENT (“Agreement”) is made by and between BITDEFENDER, (“BITDEFENDER’) and You, as Partner or any other person who gains access to this platform/portal, including its Affiliates (“Partner”)

Bitdefender and Partner are sometimes referred to herein as “Parties”, as the case may be.

WHEREAS, Partner is aware that the Portal and Bitdefender business consists of highly confidential information, including, but not limited to, customer contracts, customer lists, sales information, price lists, processes, procedures, technologies, and technical and development plans, which are trade secrets of considerable and unique value to the customers and the business of Bitdefender.

WHEREAS, the nature of the information available on the Portal and the communications of Bitdefender will necessarily result in access to trade secrets and other confidential information acquired and developed, and to be acquired and developed, by Bitdefender at considerable expense of time and money, which trade and technical secrets and information, of necessity, due to the competitive nature of the industry in which Bitdefender is engaged, are highly confidential and remain the exclusive property of the provider of the confidential information, meaning Bitdefender;

WHEREAS, the disclosure to others of the trade secrets and other confidential information of Bitdefender, including, but not limited to customer contracts, customer lists, price lists, processes, marketing proposals, marketing concepts and procedures would result in irreparable damage to the business and customer relations of Bitdefender.

NOW, THEREFORE, for adequate and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows:

1. DEFINITIONS. These terms, when used in this Agreement, shall be defined as follows:

)”Affiliate” means, with respect to a given entity, any person or entity which, directly or indirectly, controls, is controlled by, or is under common control with, the given entity.

(b) “Confidential Information” means, but is not limited to, any information not in the public domain relating to the names and addresses of customers, sales and marketing strategy, other sales information, corporate information, shareholders information, processes, marketing strategies, marketing proposals, operational procedures, technologies, formulas, research, ideas, inventions, discoveries, improvements, equipment, methods of service, costs or prices or uses of the Bitdefender Solutions, any financial information, business plans of Bitdefender, customer and supplier information, credit information, personnel information, and other confidential information or trade secrets, including, but not limited to, customer contracts, customer lists, price lists, marketing concepts, processes and procedures, whether contained in any written documents and whether belonging to Bitdefender (for this purpose, Bitdefender is to include any of the affiliated or subsidiary corporations of Bitdefender) or in the possession of Bitdefender pursuant to obligations of secrecy to others, which are communicated to, acquired by, developed by, or learned by the Partner as a result of communications with Bitdefender (whether or not such information is labelled or designated as “confidential”); notwithstanding the above, information, which by the nature of its disclosure, could reasonably be construed as confidential shall be considered Confidential Information and shall be subject to the restrictions contained in this Agreement;

(c) “Bitdefender’s Business” shall mean the marketing, production, sale, services and support of computer virus protection or other software and related products or services and all related fields;

(d) “Documents” shall include, but is not limited to, any and all information available on the Portal and correspondence, memoranda, notes, guides, guidelines, records, letters, summaries of personal conversations or interviews, minutes or records, or notes of meetings, conferences or phone conversations, opinions or reports of consultants, accountants or auditors, projections, statistical statements, feasibility studies, financial projections, contracts, agreements, purchase orders, confirmations, telegrams, telexes, books, notes, reports, logs, diaries, calendars, tape recordings, e-mail, fax or telecopy, photographs, audio or visual tapes, charts, photographs, notebooks, interoffice communications, articles, magazines, newspapers, maps, drawings, plans, proposals, plates, deeds, mortgages, promissory notes, leases, rental agreements, purchase and sales agreements, filings with government agencies at any level of government (whether required by law or filed voluntarily), and any other writings, working papers, and drafts of writings of whatever description, including, but not limited to, any information contained in any computer or peripheral equipment (including software, hard disks, floppy disks, tapes or other recording devices), whether or not printed out;

(e) “Portal” shall mean a webpage, form, or other means by which Bitdefender makes available information about the Partner Advantage Network and ordering system for reselling of the Bitdefender Solutions.

(f) “Bitdefender Solution(s)” refer to the Bitdefender Software and Services listed in the Portal, as security programs in the Bitdefender suite, designed, developed, updated and property of Bitdefender. The description and features of the Bitdefender Solutions are in accordance with the documentation that accompanies them and with the descriptions existing on Bitdefender website.

2. CONFIDENTIALITY AND NON-DISCLOSURE. The Partner acknowledges that it will have access to and become acquainted with Confidential Information which is regularly used or contemplated to be used in Bitdefender's Business. The Partner hereby acknowledges that all information regarding Bitdefender’s Business and its affiliated and subsidiary corporations, available on the Portal or compiled or obtained by, or furnished to, either, while this Agreement is in full force and effect, is Confidential Information and is the exclusive property of Bitdefender. The information on this Portal is protected by copyright. Except as specifically permitted, no portion of this Portal may be distributed or reproduced by any means, or in any form, without Bitdefender prior written permission.

The Partner will not, directly or indirectly, either disclose any Document or Confidential Information, except as approved, in writing by Bitdefender, or use any Document or Confidential Information for the benefit or profit of Partner or for the benefit of any other person, firm, corporation, limited liability company, partnership, proprietorship, association or other business entity, or at any time. All Documents of any kind relating to the Business of Bitdefender which come into the possession of the Partner shall remain the sole property of Bitdefender and may only be used by the Partner to evaluate the possibility of, and/or perform under, future agreements entered into by the Parties for the mutual benefit of the Parties. The Partner will return all such Documents and all copies, to Bitdefender upon the termination, for any reason, of communications with, or upon demand of Bitdefender. Bitdefender and the Partner further agree that the covenants set forth herein with respect to Confidential Information and Documents shall continue in full force and effect notwithstanding the termination of any other provision of this Agreement.

With the exception of credit card numbers for the purchase of Bitdefender’s Solutions, Bitdefender does not want to receive confidential or proprietary information through its Portal, therefore any information sent to Bitdefender, with the exception of credit card numbers, will be deemed NOT CONFIDENTIAL. You grant Bitdefender an unrestricted, irrevocable license to display, use, modify, perform, reproduce, transmit, and distribute any information you send to Bitdefender, for any and all commercial and non-commercial purposes. You are prohibited from posting or transmitting to or from this Portal any obscene, defamatory, pornographic, or other materials that would violate any laws. However, if such communications do occur, Bitdefender will have no liability related to the content of any such communications.

3. PARTNER’S OBLIGATIONS

Any Bitdefender Partner (direct or indirect) is entitled to use the name “Bitdefender” as a trademark only for the Reselling of the Bitdefender Solutions, but it is not allowed to register any company or commercial name, trademark or domain names that consists of or contains the name “Bitdefender” or any similar name or other Bitdefender Trademarks. If this obligation is breached, Bitdefender will consider this a material breach and Partner shall immediately transfer or assign the rights to any such registration to Bitdefender and pay the damages caused to Bitdefender. The Partner will not reproduce, copy, and duplicate the Bitdefender Solutions or trademarks owned by Bitdefender without the written consent of Bitdefender, except as necessary in the ordinary course of performing Partner’s obligations under this Agreement. The Partner shall not reverse engineer, reverse compile or otherwise alter the Bitdefender Solutions. The Partner shall resell the Bitdefender Solutionsunder the conditions agreed with Bitdefender or its distributors and only under the trademark established by Bitdefender. This obligation shall apply to any other Bitdefender Solution that may be sold by Partner according to its Agreement with Bitdefender or its distributor.

Bitdefender authorizes the Partner to use Partner’s own trademark for the reselling of the Bitdefender Solutions along with the trademark(s) established by Bitdefender.

All graphic elements and materials used by the Partner in selling and promoting the Bitdefender Solutions, advertising images, images used for fairs and exhibitions as well as any other graphic elements mentioned in its Agreement, must abide Bitdefender’s currently guidelines and the Partner shall submitted to Bitdefender for prior approval which shall not be unreasonable withheld. Notwithstanding this provision, the logo and the logotype of the Bitdefender Solutions are not to be modified under any circumstances.

Bitdefender owns all intellectual property and other rights to the Bitdefender Solutions and hereby grants Partner a limited, non-exclusive right to resell the Bitdefender Solutions as necessary for fulfillment of Partner’s obligations under this Agreement. Partner shall have no rights other than those expressly set forth in this Agreement. Bitdefender shall retain all rights, titles, interests and goodwill arisen in connection with the Bitdefender Solutions and to any modifications or improvements or translations of the Bitdefender Solutions made by the Partner thereto, and all the materials related to the Bitdefender Solutions. Partner will not obtain any rights in the Bitdefender Solutions as a result of its responsibilities hereunder. Partner acknowledges Bitdefender’s rights in the Bitdefender Solutions. Partner shall not at any time during or after the effective date of the Agreement, dispute or contest, directly or indirectly, Bitdefender’s rights and titles to the Bitdefender Solutions or their validity thereof.

The Partner shall not sell or market Bitdefender Solutions outside the Territory agreed. Partner shall not accept any order from a client from outside the Territory in which Partner is entitled to sell, according to its Agreement.

The Partner shall not damage the Bitdefender Solutions and Bitdefender’s Company image. If the Bitdefender Solutions and Bitdefender’s Company image are damaged by Partner’s action, the Partner shall financially compensate Bitdefender for all the damages.

The Partner has the right to propose improvements regarding Bitdefender Solutions or other materials made available by Bitdefender. Bitdefender will analyze the Partner’s proposals and in Bitdefender’s sole and exclusive discretion, Bitdefender may apply them. Upon submission of any suggested change or improvement, it shall become the sole and exclusive property of Bitdefender. By such submission, Partner waives any right in any such suggestion Partner may have, and irrevocably consents to Bitdefender’s unrestricted use thereof.

The Partner shall notify Bitdefender of any infringement of Bitdefender’s copyright or trademark rights within 2 (two) days of the date Partner learns of the infringement or has reason to believe infringement has occurred or is likely to occur.

The Partner shall not use Bitdefender’s Trademarks in any online search engine marketing campaigns, without Bitdefender written approval.

Bitdefender reserves the right to change these guidelines at any time and such changes will be communicated to the Partner in writing.

Partner shall ensure compliance with all applicable laws and regulations in the Territory. The Partner declares and warrants that the license terms granted by Bitdefender are in compliance with the applicable legislation in Territory.

Partner shall cooperate promptly with Bitdefender to assist Bitdefender in complying with all applicable laws in the Territory, including but not limited to, laws and regulations relating to the control of exports or the transfer of technology.

The Partners are obliged to comply with the PAN conditions applicable and PAN Guide for them and their partner’s network.

If the resellers of the Distributor, registered in PAN, are entitled to receive MDF according to its applicable PAN conditions, then Distributor shall intermediate the payments agreed by Bitdefender to its resellers.

4.  WARRANTIES AND INDEMNITIES

The warranty with respect to the Distribution or Reselling of Bitdefender Solutions is as described in EULA (“End User License Agreement”) provided with each Bitdefender Solution. Bitdefender does not extend to Partner any additional warranties, express or implied, and Partner expressly waives any and all claims to damages. Bitdefender’s liability is limited to replacement of Bitdefender product. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT or EULA, BITDEFENDER MAKES NO WARRANTIES EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THOSE OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, NON-INTERFERENCE, ACCURACY OF DATA, OF INFORMATIONAL CONTENT, NON-INFRINGEMENT OF THE THIRD PARTIES COPYRIGHT OR OF THIRD PARTY RIGHTS of privacy and publicity by filtering, disabling, or removing such third party’s software, spyware, adware, programming, cookies, emails, advertisements or the like, WHETHER ARISING BY STATUTE, LAW, COURSE OF DEALING, CUSTOM AND PRACTICE, OR TRADE USAGE. IN NO EVENT SHALL BITDEFENDER BE LIABLE FOR DAMAGES, DIRECT OR INDIRECT, INCLUDING INCIDENTAL OR CONSEQUENTIAL DAMAGES SUFFERED BY THE PARTNER, AUTHORIZED RETAILER, END PARTNER, OR OTHER THIRD PARTY ARISING FROM BREACH OF WARRANTY OR BREACH OF CONTRACT, NEGLIGENCE, OR ANY OTHER LEGAL GROUND OF ACTION.

Partner shall be solely liable for any representations or warranties made by it or its sales representatives in its advertising, brochures, manuals, or by its agents, employees, or representatives, whether in writing or orally with respect to each Bitdefender Solution which are not in accordance with the Bitdefender EULA.

Partner agrees to defend, indemnify, and hold Bitdefender, and its officers, directors, agents, and employees, harmless against all costs, expenses, and losses (including reasonable attorney fees and costs) incurred through claims of third parties against Bitdefender based on Partner’s actions or inactions.

If the Partner breaches the territoriality limitation of the Bitdefender Solutions, the destination of the Bitdefender Solutions or any terms of this Agreement, Bitdefender will have the right to cancel the key licenses of the Bitdefender Solutions sold and receive monetary damages from the Partner. The Partner is the only party responsible for the end- users claims resulting from the cancelation of the Bitdefender key licenses.

In no event shall Bitdefender be liable for any damages of any kind, including, without limitation, direct or indirect damages arising out of the use, performance, or delivery of Bitdefender, even if Bitdefender has been advised of the existence or possibility of such damages. We strongly recommend that You back up Your data frequently. You shall at all times be under a duty to mitigate Your loss.

THIS PORTAL COULD INCLUDE INACCURACIES. CHANGES ARE PERIODICALLY MADE TO THE INFORMATION PRESENTED HEREIN. HOWEVER, BITDEFENDER MAKES NO COMMITMENT TO UPDATE MATERIALS ON THIS PORTAL. Bitdefender is acting on behalf of its suppliers and marketing partners for the purpose of disclaiming, excluding and/or limiting obligations, warranties and liability as provided in this Agreement, but in no other respects and for no other purpose. The foregoing provisions shall be enforceable to the maximum extent permitted by applicable law.

 The disclaimers and limitations set forth above will apply regardless of whether you accept to use, evaluate, test or sales of Bitdefender Solutions.

Bitdefender makes no representation that information on this Portal are appropriate or available for use in all countries, and prohibits accessing materials from territories where contents are illegal. Those who access this site do so, on their own initiative and are responsible for compliance with all applicable laws.

You are also representing that you are not under the control of, located in, or a resident or national of any prohibited country, and are not a prohibited person or entity. This notice is not intended to be a comprehensive summary of the export laws that govern the Bitdefender Solutions. It is your responsibility to consult with a legal advisor to ensure compliance with applicable laws

Partner shall not allow any third party to make use of its access rights to the Portal. Such action would constitute a material breach of this Agreement and entitle Bitdefender to immediately terminate this Agreement. Partner agrees to use the Portal for internal use. Partner represents and warrants that it will ensure that it and its employees, agents or affiliates, accessing or using the Portal will not do anything that negatively affects or impacts the operations of the Portal or other computer, database, or network systems of Bitdefender (such actions would include but are not limited to hacking; reverse engineering; transmitting viruses, Trojan horses or other disruptive programs whether intentionally or unintentionally; or using tracking software).

Partner hereby agrees to follow Bitdefender’s policies as posted on the Portal, and all guidelines provided to Partner (including guidelines provided by Bitdefender on its websites). Bitdefender may update these terms of use, the policies and guidelines from time to time in its sole discretion.

Upon termination of the Agreement, Partner shall a) cease making orders, b) using the Portal in any way, or c) using its Access Rights in any manner.

5. BUSINESS CONDUCT.