Cofense, Inc. Partner Community Terms

THE FOLLOWING LEGAL TERMS (”TERMS”) GOVERN PARTNER REPRESENTATIVE REGISTRATION, RIGHT TO USE AND ACCESS TO THE COFENSE PARTNER REPRESENTATIVE PORTAL (“PORTAL”) PROVIDED BY COFENSE, INC. (“COFENSE”, “WE”, “OUR”, or “US” ). BY SUBMITTING A REGISTRATION REQUEST, THE “PARTNER REPRESENTATIVE” [MEANING BOTH AS AN INDIVIDUAL AND AS AN AUTHORIZED REPRESENTATIVE ON BEHALF OF THE LEGAL ENTITY PARTNER REPRESENTATIVE IS EMPLOYED BY (“PARTNER”)] AGREES THAT PARTNER REPRESENTATIVE HAS READ THESE TERMS, UNDERSTANDS THEM AND AGREES TO BE LEGALLY BOUND BY THEM. COFENSE AND PARTNER REPRESENTATIVE MAY BE COLLECTIVELY REFERRED TO HEREIN AS “THE PARTIES”, OR INDIVIDUALLY AS A “PARTY”.

Right of Use

Partner Representative is provided time-limited, non-transferable access to use the Portal for marketing, sales and distribution of Cofense products and services in accordance with these Terms. Based on the Partner Representative’s level and type of Partnership with Cofense, we may extend or limit the scope of Partner Representative’s access rights in the Portal.

Partner Representative further agrees not to use the Portal i) otherwise than as set forth in these Terms or specific instructions elsewhere in the Portal, or ii) in a manner which may infringe upon the rights or interests of Cofense. Partner Representative also agrees not to fraudulently use or plagiarize any of the contents of the Portal.

Cofense retains the right to immediately revoke any and all of Partner Representative’s access rights in case of Partner Representative’s breach of any of these Terms or suspected misuse of the Portal. Also, if a Partner Representative’s credentials are not used in any rolling period of six (6) months they may be terminated from the system without notice, and Partner Representative may need to request credentials again.

Modifications

Cofense reserves the right to modify the Partner program, including, without limitation, the eligibility requirements, program benefits (including any discounts and pricing), and this Agreement, at any time without prior notice. If Cofense elects to provide notice, Cofense may do so via the Portal or e-mail. If any modification is unacceptable to Partner, the Partner’s sole recourse is to terminate your participation in the Program. If Partner continues to participate in the Program, such participation will constitute your binding acceptance of the changes and your consideration supporting any such modification. No oral modifications are permitted under this Agreement and Partner Representative agrees not to rely upon any oral representations made at any time.

Ownership

Unless otherwise indicated and except for materials in the public domain, this Website and its design, text, content, files, selection and arrangement of elements, organization, graphics, compilation, translations, digital conversion and other matters related to, and all trademarks, logos, service marks, symbols, trade dress and all Materials provided on or through, this Website are protected by all applicable copyright laws, trademark laws and/or international conventions and treaties.  All Materials are the exclusive and proprietary property of Cofense and/or its third-party licensors. ALL RIGHTS RESERVED.

Contacting Partner Representatives

In order to provide the best Partner experience, Cofense may contact Partner Representatives regarding Cofense offers, promotions, news, and information related to the Program (“Partner Communications”). Election to participate in the program as a Partner Representative constitutes Partner Representative’s agreement and consent to opt-in to receiving Partner Communications. Partner Representative opt-in shall remain in effect during the term of your membership as a Cofense Partner Representative. Partner Representative opt-in to Partner Communications shall take precedence and control, in the event of any subscription conflicts.

Indemnity and Limitation of Liability

PARTNER SHALL BE SOLELY RESPONSIBLE FOR PARTNER COMPANY AND EMPLOYEES’ CONDUCT AND USE OF THE PORTAL, AND AGREES TO INDEMNIFY AND HOLD COFENSE HARMLESS AS A RESULT OF PARTNER REPRESENTATIVE UNAUTHORIZED USE OF THE PORTAL OR ITS CONTENTS OR PARTNER REPRESENTATIVE BREACH OF ANY OF THESE TERMS. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, CONTRACT, OR OTHERWISE, SHALL COFENSE BE LIABLE TO PARTNER REPRESENTATIVE OR TO ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND.

Changes to Terms

Cofense may make changes to the Portal, these Terms and relevant policies (including those referred herein) from time to time.  Cofense will notify Partner Representatives about such changes when Cofense deems that changes in terms are material enough to warrant a notification, but will not be required to do so. Changed Terms shall be available in the same location and shall be effective on the date posted. In case Partner Representative chooses not to accept the then current Terms, Partner Representative should cease use of the Portal. The Terms and policies in force at the time Partner Representative used the Portal shall be applicable to Partner Representative use of the Portal at that time.

Errors and Availability

Cofense is not responsible for any errors in transmission that may occur prior to our receipt of the transmission. Partner acknowledges that the security procedures used in the Cofense Partner Portal are for the purposes of authentication of a transmission, and not to detect error. In addition, there may be a delay between the time Partner sends a transmission to Cofense and the time Cofense receives it. All transmissions are considered received upon actual receipt by Cofense. Cofense is not responsible for any delays between the time Partner Representative sends a transmission and the time Cofense receives the transmission. Access to the Partner Portal may be unavailable without notice at certain times, including, without limitation, when systems require maintenance or upgrades, or in the case of unforeseen circumstances such as earthquakes, fires, floods, terrorism, war, riot, computer virus or bugs, computer failures, interruptions in telephone service, or electrical outages. Cofense will not be liable for the unavailability of service or for any damages that may result from such unavailability.

Privacy Policy

Partner Representative shall abide by all applicable data privacy laws, rules, and regulations in the disclosure of data, including but not limited to, information which may be used to personally identify individuals (“Personal Data”). For clarification, all Personal Data disclosed through the Portal shall be treated as Confidential Information under these Terms.

Confidentiality

The term “Confidential Information” means any confidential or proprietary information pertaining to or provided by the Parties, including, without limitation, product and roadmap information, pricing, marketing incentives and plans, customer and supplier data, lead Information, financial and technical information,  software and documentation, business processes, strategies, information related to the program, and all non-public data contained in the Portal, deal registration, and Partner Representative training, whether such information is in written, oral, electronic, website-based or other form.

The Parties will keep all Confidential Information strictly confidential, using at least the same degree of care as the Parties to protect their own confidential information, but no less than reasonable care. Notwithstanding anything to the contrary in this Agreement, the obligations of each receiving party hereunder shall survive until such time as all Confidential Information of the other party disclosed hereunder becomes publicly known and made generally available through no action or inaction of the receiving party. Neither Party may disclose the other Party’s Confidential Information to any third party without the other Party’s prior written consent. The Parties may share Confidential Information with only other Party employees or agents who have a need to know and who are subject to legally binding obligations of confidentiality no less restrictive than those imposed by this Agreement. These confidentiality obligations do not apply to any Confidential Information that (a) A Party can demonstrate was in the Party’s possession before receipt from the other Party; (b) is or becomes publicly available through no fault by the Party; or (c) Party rightfully received from a third party without a duty of confidentiality. If Partner is required by a government body or court of law to disclose any Cofense Confidential Information, Partner agrees to give Cofense reasonable advance notice so that Cofense may contest the disclosure or seek a protective order. Partner Representative may use the Cofense Confidential Information solely for the purpose of, and in connection with, Partner’s business relationship with Cofense. No license or conveyance of any rights under any patent, copyright, trade secret, trademark or any other intellectual property right to Cofense Confidential Information is granted under this Agreement except the limited rights to use the Cofense Confidential Information as expressly set forth in this paragraph.

COFENSE MAKES NO WARRANTIES AS TO THE ACCURACY OR COMPLETENESS OF THE COFENSE CONFIDENTIAL INFORMATION. ALL COFENSE CONFIDENTIAL INFORMATION IS PROVIDED “AS IS.” TO THE EXTENT PERMITTED BY LAW, COFENSE DISCLAIMS ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES AND CONDITIONS, AND ASSUMES NO LIABILITY TO YOU FOR ANY DAMAGES OF ANY KIND IN CONNECTION WITH THE COFENSE CONFIDENTIAL INFORMATION OR ANY INTELLECTUAL PROPERTY IN THEM.

Upon Cofense’s written request, Partner Representative will promptly return all Cofense Confidential Information, together with all copies, or certify in writing that all such Cofense Confidential Information and copies thereof have been destroyed. Partner Representative acknowledges that damages for improper disclosure of Cofense Confidential Information may be irreparable and that Cofense shall be entitled to seek equitable relief, including injunction and preliminary injunction, in addition to all other remedies available at law or in equity. Notwithstanding any separate confidentiality agreement Partner Representative may have with Cofense, Partner Representative agrees that information regarding Partner Representative business with Cofense and information Partner Representative provides to Cofense in connection with the program (including but not limited to deal registration) may be accessed and used by Cofense and Cofense affiliates (and by Cofense distributors, if Cofense transfers your account or business to be handled by such Cofense distributor) and Partner employees and contractors for sales and marketing purpose and for any purpose related to the program or the relationship between you and Cofense (and Cofense distributors, if applicable).

If Cofense elects to provide a customer lead to Partner, then by accepting or using customer lead and the personal and business information pertaining to such customer lead (“Lead Information”), the Partner Representative agrees to (a) use Lead Information solely in connection with the marketing or sales campaign for which the Lead Information was provided and then only for the purpose of marketing Cofense products and services, (b) manage Lead Information in accordance with applicable privacy laws and this Agreement, (c) maintain industry standard physical, organization and technical processes and procedures to protect any unauthorized access to Lead Information, and (d) notify Cofense promptly after becoming aware of any unauthorized access to, or loss of, Lead Information. For Cofense distributors, “Lead Information” shall include reseller lead information.

Intellectual Property and Branding

Partner Representative agrees that trademarks, service marks, trade or company names, product and service identifications, internet domains/internet addresses, logos, artwork and other symbols and devices associated with Cofense, Cofense affiliates, and Cofense’s products and services (the “Cofense Marks”) found on the Portal are and shall remain Cofense’s property. Partner Representative acknowledges that any provided images and artwork of Cofense products are copyrighted by Cofense, and Partner will not alter these images or use them outside of the context in which they were provided to Partner. Without limiting the foregoing, Partner Representative agrees that they will not use the Cofense Marks in search engine advertising, either as a keyword or in advertisements appearing on search engines or in email addresses, without Cofense’s prior written permission. Additionally, Partner Representative may not register or use any domain name or business name containing or confusingly similar to any Cofense Marks.

Cofense may provide Partner Representative with copyrighted sales materials through the Portal. Partner Representative agrees that all such materials are owned by Cofense. Cofense grants Partner Representative  a limited, revocable license to print and distribute such sales materials without alteration solely for the purpose of the sale of Cofense products and services.

Termination and Survival

These Terms will remain in effect until terminated by Partner Representative or us.  Partner Representative may terminate these Terms of Use at any time by ceasing use and access of the Portal and by destroying all materials that were saved, printed or downloaded from the Portal.  The provisions of these Terms that by their nature and content are intended to survive the expiration or termination of these Terms will survive such termination or expiration.