This eCyLabs Web Security Center (“WSC”) Partner Program Agreement (the “Agreement”) is between eCyLabs (“eCyLabs ”) and the entity accepting this agreement (“Company”).

If you are accepting this Agreement on behalf of Company, you represent and warrant that: (a) you have full legal authority to bind Company to this Agreement; (b) you have read and understand this Agreement; and (c) you agree, on behalf of Company, to this Agreement. If you do not have legal authority to bind, please do not check the checkbox to indicate your agreement to these terms.

1. eCyLabs Partner Program

1.1 Program Overview. This Agreement governs Company and relevant Affiliates’ membership in eCyLabs WSC program (“Program”). Together with the Program Guide, this Agreement defines the terms that govern eCyLabs’s and Company’s relationship and commitments under the Program.

1.2 Affiliate Participation. Company may authorize its Affiliates to participate in the Program as long as Company remains fully liable for its Affiliates’ compliance with the terms of this Agreement and accepts full liability as between the parties for the actions, inactions, or both, of its Affiliates. Any breach of the terms of this Agreement by an Affiliate will be considered a breach by Company. eCyLabs reserves the right to require, by notice in writing, that Company cease to allow certain Affiliates to participate in the Program.

1.3 Program Guide. The Program Guide contains general information about the Program and describes the Program requirements and benefits. The Program Guide is incorporated into this Agreement by this reference; if there is any conflict between a provision in the Program Guide and this Agreement, the Program Guide will govern.

1.4 Program Membership; Requirements. Subject to this Agreement, eCyLabs appoints and authorizes Company to participate in the Program, at the Levels and Engagement Models (as applicable) communicated by eCyLabs to Company from time to time. Company must meet the requirements for the applicable membership level as detailed in the Program Guide. eCyLabs reserves the right to request information from Company to confirm that Company is fulfilling the obligations of this Agreement and the applicable membership level requirements. Company agrees to cooperate with eCyLabs on all such inquiries, and to provide eCyLabs with all reasonably requested information relevant to its participation in the Program.

1.5 Program Changes. eCyLabs may modify the Program and the Program Guide, including any condition, requirement, benefit or branding, at any time. eCyLabs will provide 30 days’ notice of material changes to the Program or Program Guide. The up to date version of the Program Guide is available on the Program Resource Site or at another location made available to the Company. Company’s continued participation in the Program is subject to Company’s compliance with such updated Program or Program Guide. Company should periodically review the Program Guide to ensure compliance with any updates.

1.6 Program Feedback. Company consents to eCyLabs contacting Company (e.g. by email) for any of the following purposes: (a) regarding Program updates relating to the Products; (b) with relevant eCyLabs Cloud promotional materials, and/or (c) to reasonably request information from Company about Company’s business and customers as it relates to the Program. Company represents and warrants that it has obtained the consents necessary for eCyLabs to send these communications to its representatives.

1.7 Partner Tools. eCyLabs may make certain Partner Tools available to Company. Company is responsible for complying with, and ensuring that its employees, agents, and representatives comply with, any applicable policies and terms governing access to such Partner Tools.

2. Restrictions and Requirements

2.1 Misleading Statements. Company will not make any unauthorized, false, misleading or illegal statements in connection with this Agreement, or regarding the Products. Company will not make any representations or warranties concerning the Products on behalf of eCyLabs. eCyLabs will not be responsible for any representations or warranties made by Company concerning the Products.

2.2 No Resale. Except as expressly stated otherwise in this Agreement, this Agreement does not authorize distribution, resale, or supply of any Products.

2.3 Company Privacy Compliance. Company is responsible for maintaining appropriate privacy policies as required in accordance with applicable laws. Company acknowledges that in connection with the processing of any personal data undertaken in relation to this Agreement (if any): (i) Non-European Data Protection Legislation may apply; and/or (ii) the European Data Protection Legislation may apply. Neither Company nor eCyLabs will be acting as the other party’s processor in connection with this Agreement. The terms “processing” and “personal data” as used in this Section 2.3 have the meanings given in the European Data Protection Legislation.

2.4 Customer Contact Details. Company agrees it will only disclose customer contact details to eCyLabs in connection with this Agreement if it has obtained the appropriate consents from such customer and/or its representatives, as applicable, to allow eCyLabs or a eCyLabs-authorized partner to use such details to communicate directly with the customer for purposes related to eCyLabs (or eCyLabs authorized partners) soliciting a direct or indirect sales or service provider relationship with such customer.

2.5 Branding. In connection with its participation under this Agreement, Company (but not its subcontractors) may refer to itself using the branding and badging it qualifies for as stated in the Program Guide but will not make representations inconsistent with Section 11.6 (No Agency) of this Agreement.

3. Term and Termination

3.1 Term. This Agreement is entered into as of the Effective Date and will continue until terminated in accordance with these terms (the “Term”).

3.2 Termination.

3.2.1 Termination for Convenience. Each party has the right to terminate this Agreement at any time, with or without cause, by giving 30 days’ advance written notice to the other party.

3.2.2 Termination for Breach. Either party may terminate this Agreement for breach if the other party is in material breach of the Agreement and fails to cure that breach within 30 days after receipt of written notice. eCyLabs may terminate this Agreement immediately on written notice to Company if eCyLabs believes, in good faith, that the Company has violated or caused eCyLabs to violate any Anti-Bribery Laws, or that such a violation is reasonably likely to occur.

4. Brand Features

4.1 Brand Features

4.1.1 By eCyLabs. Subject to this Agreement (including the Program Guide) and Company being accepted into the Partner Level or Premier Level of the Program, eCyLabs grants Company a non-exclusive, non-royalty bearing, and non-sublicensable license during the Term to display eCyLabs’s Brand Features solely for the purpose of Company’s marketing of the Products, subject to, and in accordance with, this Agreement and the Trademark Guidelines.

4.1.2 By Company. Company grants to eCyLabs a non-exclusive, non-royalty bearing, and non-sublicensable licence to include Company’s Brand Features during the Term in presentations, materials related to the Program and marketing materials.

4.2 Brand Features Limitations.

4.2.1 Restricted Use. Each party may use the other party’s Brand Features only as expressly permitted in this Agreement. A party may revoke the other party’s right to use its Brand Features under this Agreement with written notice to the other and a reasonable period to stop the use.

4.2.2 Goodwill. All goodwill arising from the use by Company of eCyLabs’s Brand Features will belong to eCyLabs. All goodwill arising from the use by eCyLabs of Company’s Brand Features will belong to Company.

5. Publicity

Company may not make any public statement regarding this Agreement without eCyLabs’s written approval. eCyLabs’s approval may be via e-mail and will not be unreasonably withheld or delayed. Company does not need to seek approval from eCyLabs if Company is repeating a public statement that is substantially similar to a public statement previously approved by eCyLabs in accordance with this Agreement. eCyLabs may include Company's name and/or Company’s Brand Features in a list of Program participants in eCyLabs’s promotional materials. eCyLabs may orally state that Company is a participant in the Program.

6. Intellectual Property Rights

Except as expressly stated otherwise in this Agreement, neither party will acquire any rights, title or interest, in any of the Intellectual Property Rights belonging to the other party. eCyLabs (or its suppliers) owns all Intellectual Property Rights in the Products.

7. Confidentiality

7.1 Confidential Information. The recipient of any Confidential Information will not disclose that information, except to Affiliates, employees, agents or professional advisors who need to know it and who have agreed in writing (or in the case of professional advisors are otherwise bound) to keep it confidential. The recipient will ensure that those people and entities use the Confidential Information only to exercise rights and fulfill obligations under this Agreement, while using no less than reasonable care to keep it confidential. The recipient may also disclose Confidential Information to the extent required by applicable Legal Process if the recipient uses commercially reasonable efforts to: (i) promptly notify the other party of such disclosure before disclosing; and (ii) comply with the other party’s reasonable requests regarding its efforts to oppose the disclosure. Subsections (i) and (ii) above will not apply if the recipient determines that complying with (i) and (ii) could: (a) result in a violation of Legal Process; (b) obstruct a governmental investigation; and/or (c) lead to death or serious physical harm to an individual. As between the parties, Company is responsible for responding to all third-party requests concerning its participation in the Program.

8. Miscellaneous

8.1 Governing Law. This Agreement shall be governed by the laws of the constitution of India, without regard to conflict of law principles. The jurisdiction for any legal action shall be exclusively a competent court in Tamilnadu State.

8.2 Anti-Bribery Due Diligence Process. Company will make commercially reasonable and good faith efforts to comply with regulatory’s anti-bribery due diligence process, including providing requested information.

8.3 Records and Audit. Company will keep and maintain complete and accurate books, records and accounts relating to this Agreement. During the Term, and for a period of one year after the Term, if Company receives reasonable prior notice from eCyLabs, Company will give eCyLabs or an accountant(s) or auditor(s) appointed by eCyLabs access during normal business hours to Company’s relevant books and records to the extent reasonably necessary to verify, at eCyLabs’s cost, Company’s continuing full compliance with this Agreement and all applicable laws.

8.4 Entire Agreement. This Agreement, including the Program Guide, states all terms agreed between the parties and supersedes any Legacy Partner Program Agreement Company may have in place with eCyLabs. Any Legacy Partner Program Agreement Company has in place with eCyLabs is terminated upon the Effective Date of this Agreement. This Agreement is effective as of the date accepted online and states all terms agreed between the parties with respect to its subject matter and supersedes and terminates all other agreements between the parties relating to the Company’s participation in the Program. If Company has signed (i) an offline variant of this Agreement to allow Company to participate in the Program or (ii) a eCyLabs Partner Program Agreement to allow Company to resell and/or supply certain Products under the Program, the terms in this online Agreement do not apply to the Company, and the Company's offline terms or eCyLabs Partner Program Agreement terms govern the Company’s participation in the Program.