BY CLICKING AND ACCEPTING BELOW, YOU ARE REPRESENTING TO BITDEFENDER THAT YOU ARE AUTHORIZED TO BIND THE PARTNER AND YOU AGREE ON BEHALF OF THE PARTNER THAT THE TERMS AND CONDITIONS HEREIN SHALL GOVERN THIS RELATIONSHIP. THE PRESENT TERMS AND CONDITIONS TOGETHER WITH ANY STATEMENTS OF WORK IF ANY SET FORTH THE BITDEFENDER TECHNOLOGY ACCESS PROGRAM AGREEMENT (“TAP”). ACCEPTANCE INTO THE BITDEFENDER TAP IS AT THE SOLE DISCRETION OF BITDEFENDER AND SHALL BE BINDING UPON THE PARTNER CLICKING AND ACCEPTING THE PRESENT TERMS.
This TAP Agreement (“Agreement”) is entered into as of the Effective Date, by and between Bitdefender SRL having its principal place of business at 15A, Orhideelor Street, Orhideea Towers, 6nd District, Bucharest, Romania (“Bitdefender”), and Partner.
1. DEFINITIONS
“Affiliate” means, with respect to a party, any entity that controls, is controlled by, or which is under common control with, such party, where “control” means ownership of at least fifty percent (50%) of the outstanding voting shares of the entity, or the contractual right to establish policy for, and manage the operations of, the entity. Partner may permit its Affiliates directly involved in integration activities to use Bitdefender Solutions in accordance with this Agreement, provided that Partner shall be fully liable and responsible for all acts and omissions of such Affiliates in connection with their use of Bitdefender Solutions that is contrary to the terms and conditions of this Agreement.
”Bitdefender Solutions” means the software and services offered by Bitdefender, proprietary of Bitdefender, which can be integrated with Partner Product though Bitdefender Public APIs such as: Bitdefender GravityZone Cloud Security for MSP, Bitdefender GravityZone suite of security solutions and any other Bitdefender business solutions as made available on Bitdefender website. For clarity purposes Bitdefender Public APIs shall be included in the Bitdefender Solutions definition.
"Bitdefender Public APIs" means the application programming interfaces made available by Bitdefender for use by Technology Alliance Partners, as documented at https://www.bitdefender.com/business/support/en/77211-125277-public-api.html and updated from time to time, including all associated component and any documentation that Bitdefender makes available for use of such Bitdefender Public APIs.
“Customer” refers to any legal entity as an end customer and MSP as a contractor of the end customer that has executed this Agreement and uses the Bitdefender Solutions and as well Customer’s Affiliates that places an order, uses or accesses any Bitdefender Solutions for their internal use and not for redistribution.
“Partner ” means Customer, including MSP as Customer, and any other third-party which is not a Customer that has executed this Agreement, pursuant to which it is authorized to access and use certain Bitdefender Public APIs solely for the purpose of developing, testing, integrating and/or supporting Partner Products that interoperate with Bitdefender Solutions, subject to the terms and limitations set forth in this TAP Agreement.
“Partner Products” mean the software applications, platforms, tools, services, or systems developed, marketed, or provided by Partner, offered for integration with Bitdefender Solutions, using Bitdefender Public APIs for the purpose of interoperability with Bitdefender Solutions.
“Product” means either Bitdefender Solution or Partner Product as may be applicable.
“End User” means an end user of a Product.
“Support Services” means maintenance and support services for Bitdefender Solutions provided by Bitdefender to Customers that have purchased subscriptions of Bitdefender Solutions.
2. PARTNERSHIP OVERVIEW
2.1. Partnership Scope. The Bitdefender TAP consists of this Agreement and any applicable Technology Alliance Partner Program Guides made available by Bitdefender to Partner and as updated from time to time (the “Program Guide”). The goal of this partnership agreement is to define the relationship between Bitdefender and Partner pursuant to the TAP, and the goals of the partnership are to enable interoperability of Partner Products and Bitdefender Solutions and engage in other joint market-facing activities as the parties may further agree to from time to time. In furtherance of this goal, the parties agree to make certain technical resources available to each other and will undertake mutually agreed upon activities such as, but not limited to, the development, testing and co-marketing of Bitdefender Solutions and Partner Products that are complementary and interoperable with each other.
2.2. Partner must first obtain a Bitdefender Solutions license in order to be able to get access to Bitdefender Public APIs which are available in Bitdefender GravityZone Platform. Bitdefender Public APIs cannot be used without Partner first obtaining such a Bitdefender Solution license.
2.3. Products Integration; No Joint Development. Any work by either party to develop or maintain interoperability between the Partner Products and the Bitdefender Solutions will be carried out in accordance with this Agreement. This is not a joint development agreement, and the parties do not intend to jointly develop or create any intellectual property under or in connection with this Agreement. If the parties anticipate the joint creation of any intellectual property under this Agreement, they will negotiate in good faith an intellectual property rights agreement, before the creation of any such joint intellectual property.
2.4. TAP Conditions and Requirements. During the term of this Agreement, the parties shall comply with the conditions and requirements set forth in this Agreement and the Program Guide or stated by Bitdefender on its websites. Bitdefender reserves the right to request information from Partner to confirm that Partner’s compliance with the conditions and requirements set forth in this Agreement and the Program Guide. Partner agrees to reasonably cooperate with Bitdefender on all such inquiries, and to provide Bitdefender with all reasonably requested information relevant to Partner’s participation in the Program. Each party will designate a manager responsible for the day-to-day administration of its activities under this Agreement (each, a “TAP Manager”). The TAP Managers will be the primary contacts for all reports and communications between the parties and the initial contact for issue escalation and dispute resolution.
2.5. Costs and Expenses; No Support. Except as may be expressly agreed to in writing by the parties, each party will bear its own costs and expenses incurred in exercising its rights or performing its obligations under this Agreement. Neither party is authorized to resell the Products of the other party or accept orders for the sale thereof under this Agreement, unless otherwise agreed by the parties in a mutually executed written agreement. When a party refers prospective customers of the other party’s Products to the other party, the other party will be solely responsible in its discretion for arranging and completing the sale. Each party may fix the terms and conditions of sales of its Products in its sole discretion, and each party is solely responsible for the sales, distribution, billing, payment collection and, if applicable support, for its respective Products. Neither party will have any obligation to pay any revenue share, commission or referral fees to the other party for any reason under this Agreement, including for referrals or other assistance, unless otherwise agreed by the parties in a mutually executed written agreement.
3. TERM
3.1. This Agreement shall become effective on the day that the Parter clicks and accepts the present terms, and shall continue to be in effect for the term of the subscription period of the Bitdefender Solutions (as stated in MSA) or of the reselling or distribution rights as stated in the commercial agreement between Partner and Bitdefender or until terminated as stated herein, unless otherwise agreed differently by the Parties. (“Term”).
4. RIGHTS GRANTED
4.1. Bitdefender Trademark License. Subject to Partner’s compliance with the terms and conditions of this Agreement, Bitdefender grants to Partner a limited, non-exclusive, non-sublicensable, and non-transferable right to display the "Bitdefender" trade names and trademarks, the Bitdefender names and logos for Products, the Bitdefender TAP and logo contained in the applicable Program Guide (collectively, the “Trademarks”), during the Term solely for the purpose of marketing and promoting the interoperability of Partner Products and Bitdefender Solutions on Partner’s website and in marketing, sales, and product materials for Partner Products. Partner may not use the Bitdefender Trademarks in connection with search engine rankings, ad word purchases, or as part of a trade name, business name, or Internet domain name. At no time during or after the Term will Partner challenge, or assist others to challenge, the Bitdefender Trademarks or the registration thereof or attempt to register any trademarks, services marks, trade names or service names confusingly similar to the Bitdefender Trademarks. Partner acknowledges and agrees that Bitdefender owns the Bitdefender Trademarks and that any and all goodwill derived from the use of the Bitdefender Trademarks by Partner hereunder inures solely to the benefit of Bitdefender. Partner agrees to abide by all Bitdefender trademark guidelines, including but not limited to those set forth at https://download.bitdefender.com/resources/media/materials/legal/Bitdefender-Brand-Policy-en.pdf and at https://brand.bitdefender.com/point/en/bitdefenderhub/component/default/104804.
4.2. Partner Trademark License. Partner grants to Bitdefender the non-exclusive terminable right and license to utilize Partner’s trade names, trademarks, and logos during the term of this Agreement for the purpose of representing Partner as a participant of the Program. Bitdefender agrees to abide by Partner’s trademark and logo policies provided to Bitdefender in writing.
4.3. License to Bitdefender Solutions. Should Partner not already be a Customer of Bitdefender, we may, in our sole discretion and subject to your compliance with the terms of this Agreement, grant to you, for a period to be determined by us in our sole discretion in writing (and extendable at Bitdefender’s sole discretion) (“Trial Term”) a limited, non-exclusive, non-sublicensable, and non-transferable license to access and use the Bitdefender Solutions solely to: (i) develop interoperability of Partner Products and the Bitdefender Solutions through use of the Bitdefender Public APIs, and (ii) test and demonstrate the interoperability of Partner Products with the Bitdefender Solutions. Any of this not-for-resale or demonstration software provided by Bitdefender as Bitdefender Solution to Partner under the Program, will be used by Partner subject to the terms and conditions of the Program and applicable end customer license accompanying the Bitdefender Solution (“EULA”), https://www.bitdefender.com/site/view/eula-business-solutions.html. All such Bitdefender Solutions and related materials in Partner's possession shall be destroyed or returned to Bitdefender at Bitdefender’s written request upon termination of this Agreement. In the event of a conflict between the terms of this Agreement and the EULA, the terms of the EULA shall prevail for Bitdefender Solutions. Partner understands and agrees that upon the expiration of the Trial Term or the Term, whichever occurs first, you will no longer be able to use such Bitdefender Solutions, unless Partner either (i) purchases a subscription from Bitdefender or our authorized resellers or (ii) obtains from Bitdefender a written consent (email sufficient) to extend the Trial Term and, if necessary, the Term), which may be granted in Bitdefender’s sole discretion.
4.4. License to Partner Products. By entering into this Agreement and subject to Bitdefender’s compliance with the terms of this Agreement, Partner has hereby granted to Bitdefender and Bitdefender Affiliates, for a period to be determined by Partner’s sole discretion in writing (but in no event extending past the end of the Trial Term), a limited, non-exclusive, non-sublicensable, royalty free and non-transferable license to access and use the Partner Products solely to: (i) develop interoperability of Partner Products and the Bitdefender Solutions, and (ii) test and demonstrate the interoperability of Partner Products with the Bitdefender Solutions. Bitdefender understands and agrees that upon the expiration of the Trial Term or the Term, whichever occurs first, Bitdefender will no longer be able to use such Partner Products, unless it either (i) purchases appropriate use rights for the Partner Products or (ii) obtains from Partner written consent (email sufficient) to extend the Trial Term (and, if necessary, the Term), which may be granted by Partner in its sole and absolute discretion.
4.5. License Restrictions. Each party acknowledges that the other party’s Products are and shall remain the sole and exclusive property of the other party. Each party reserves all rights to its own Products not expressly granted herein. Each party will not (nor permit any third party to): (i) copy, duplicate, display, or use the other party’s Products in any manner except as expressly permitted in this Agreement; (ii) transfer, sell, resell, rent, lease, distribute, sublicense, loan or otherwise transfer the other party’s Products to any third party; (iii) use the other party’s Products as part of any time sharing or service bureau arrangement, application services provider offering, software as a service offering or any other services offering; (iv) directly or indirectly circumvent or violate the technical or license restrictions of the other party’s Products; (v) remove any identification, proprietary, copyright or other notices in the other party’s Products or documentation; (vi) modify or create a derivative work of any portion of the other party’s Products; (vii) make available to any third party any analysis of the results of operation of the other party’s Products, including benchmarking results, without the prior, written consent of the other party; (viii) use any support services included as part of any paid subscription purchased from the other party to obtain support for the Product(s) as licensed under Section 4 herein; (ix) reverse engineer, decompile, disassemble or otherwise derive source code from any encrypted or encoded portion of the other party’s Products; or (x) use or refer to the other party’s Products for competitive purposes, including, without limitation, for the purpose of designing and/or developing any competitive products or services. If Partner wishes to use the Bitdefender Solutions or Support Services in a production environment (including for its own internal business or operational needs) or for any other purpose other than as expressly set forth in Section 4.3, Partner must first enter into an appropriate subscription agreement with Bitdefender and purchase a subscription at the applicable subscription level for such use in accordance with the Bitdefender subscription levels.
4.6. In the event either party is accessing and using a cloud, internet-based computing Product of the other party, then the following additional restrictions shall apply. The accessing party will not (nor permit any third party to): (i) execute or attempt to execute any computer viruses, worms, time bombs, Trojan horses and other harmful or malicious code, routines, files, scripts, agents or programs (“Malware”) in the other party’s Products or use the other party’s Product to transmit Malware; (ii) use the other party’s Product to store or distribute any information, material or data that is harassing, threatening, infringing, libelous, unlawful, obscene or which violates the privacy or intellectual property rights of any third party; (iii) access or use the other party’s Products for purposes of monitoring its availability, performance or functionality, or for performing benchmarking; (iv) make access to the other party’s Products through its account available to a third party; (v) attempt to gain unauthorized access to the other party’s Products or any associated systems or networks; (vi) interfere with or disrupt the integrity, security or performance of the other party’s Products or third-party data contained therein; (vii) use the other party’s Product to process any data relating to an identified or identifiable individual or protected health information as defined by the Health Insurance Portability and Accountability Act of 1996; (viii) use the other party’s Product to store or process any classified information (i.e., information given a security classification by a government body and protected against unauthorized disclosure under applicable law) or data subject to the applicable export legislation ; or (ix) use the other party’s Products in furtherance of the violation of the rights of others.
4.7. Promotional Materials. From time to time during the Term, a party (a “Disclosing Party”) may provide to the other party (a “Receiving Party”) marketing materials, technical support materials, consulting materials, and other documentation about the Disclosing Party’s Products (“Promotional Materials”). The Receiving Party may use the Promotional Materials solely to promote the Disclosing Party’s Products and the partnership during the Term, as long as the Receiving Party complies with this Agreement and any applicable trademark and logo guidelines. Promotional Materials are the property of the Disclosing Party, and the Receiving Party agrees not to modify the Promotional Materials it receives. Ownership, use, and distribution of any materials co-developed by you and us will be determined by mutual agreement of the parties.
4.8. Reservation of Rights. Except as expressly set forth in this Section 4, this Agreement does not grant either party (by implication, estoppel or otherwise) any right, title, interest, or license, in the other party’s patents, patent applications, trade secrets, copyrights, trademarks (including names, logos, logotypes, trade dress, designs or other marks) or other intellectual property rights. Except as expressly granted herein, each party and its licensors retain sole ownership of all rights, title and interest, including without limitation intellectual property rights, in and to its respective products and services.
5. TESTING, VALIDATION, AND SUBMISSION.
5.1. Testing and Validation. Before a party announces or makes generally available any Product that purports to offer interoperability functionality with the other party’s Products, it shall commit reasonably adequate resources to test the interoperability and integration of its Products with the other party’s Products and shall have requested and received confirmation of such interoperability and integration by the other Party. Each party also agrees to reasonably cooperate with the other party in the other party’s testing and integration of the other party’s Products with its Products. Each party shall, in its sole and reasonable discretion, determine the success or failure of the interoperability testing against its Products based on the criteria it establishes. Interoperability validation with Bitdefender’s or Partners’ Products shall be confirmed by the respective Product owner (which can be the Partnership Manager or other authorized representative) in writing within a commercially reasonable time after receipt of a validation request by the other party and shall only apply to the Products and versions that were tested. Each party is responsible for maintaining and testing the interoperability of subsequent releases of its Products with the other party’s Products during the Term, to the extent such releases purport to offer such interoperability functionality.
5.2. Terms of use of Bitdefender Public APIs by Partner.
5.2.1. Subject to Partner’s compliance with this Agreement, Bitdefender grants Partner a limited, non-exclusive, non-sublicensable, non-transferable right during the Term to access and use Bitdefender Public APIs solely for the purpose of developing integrations and interoperability between Partner Products and Bitdefender Solutions.
5.2.2. Partner’s use of Bitdefender Public APIs is subject to the documentation, limitations, security practices, and usage guidelines as follows:
(1) when operating at Partner level in Bitdefender GravityZone Platform available at: https://www.bitdefender.com/business/support/en/77211-125277-public-api.html and
(2) when operating at Customer level in Bitdefender GravityZone Platform available at: https://www.bitdefender.com/business/support/en/77209-125277-public-api.html.
5.2.3. Bitdefender Public APIs rate limits are as provided on the Bitdefender website here:
(1) when operating at Partner level in Bitdefender GravityZone Platform available at: https://www.bitdefender.com/business/support/en/77211-394430-api-rate-limits.html. And
(2) when operating at Customer level in Bitdefender GravityZone Platform available at: https://www.bitdefender.com/business/support/en/77209-394430-api-rate-limits.html
5.2.4. Bitdefender may at its sole discretion award Partner higher rate limits or other API capabilities then the ones available in the Bitdefender Public APIs, following the parties’ negotiations in good faith the new terms of usage.
5.2.5. Bitdefender reserves the right to: (i) monitor API usage to ensure compliance; (ii) rate limit or restrict access to prevent abuse; (iii) update, modify or deprecate APIs at any time.
5.2.6. In addition to license restrictions stated in Section 4.5, Partner shall not:
i.use the Bitdefender Public APIs in any way that may harm, abuse, or overburden Bitdefender’s systems;
ii.reverse engineer, decompile, or attempt to extract the source code of Bitdefender Public APIs;
iii.use the Bitdefender Public APIs to create a competing service or product to the Bitdefender Solutions;
iv. disclose, sublicense, or otherwise make available Bitdefender license keys, credential, technical documentation or related integration results with any third party or use the APIs for any commercial resale or redistribution purpose not expressly authorized in writing, with any third party
6. MARKETING AND SALES ACTIVITIES
6.1. Subject to prior written mutual consent, the parties may participate in joint promotional and marketing activities carried out in accordance with a jointly developed written marketing plan (the “Marketing Plan”). Such Marketing Plan may include, but is not limited to: (i) issuance of a joint press release or publication of white papers, blogs, and case studies; (ii) placement of the other party’s logo and company information on its website in accordance with the license grants in Section 4; (iii) joint training on each other’s Products; and (iv) joint efforts to establish a proof concept at potential customer sites of the integrated Products. Each Party will implement the Marketing Plan, if any, using commercially reasonable efforts and pursuant to the terms of this Section 6.
6.2. In implementing the Marketing Plan, each party shall: (i) avoid deceptive, misleading, illegal, or unethical practices that may be detrimental to the other party or to the Products of such other party; (ii) not make any representations, warranties, endorsements or guarantees to customers concerning the other party’s Products, unless expressly permitted in writing by the other party; and (iii) comply with all applicable federal, state and local laws and regulations in performing its duties with respect to its own Products.
7. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY
Disclaimer of Warranties. To the maximum extent permitted under applicable law, all products and materials are provided by the parties “as is” without warranty of any kind, and neither party makes any warranties whether expressed, implied or statutory regarding or relating to the same. To the maximum extent permitted under applicable law, each party and its licensors specifically disclaim all implied warranties of merchantability, fitness for a particular purpose and non-infringement with respect to its Products, and with respect to the use of the foregoing. Further, neither party warrants results of use or that its Products will be error free or that the use of its Products will be uninterrupted.
API Availability and Support. Bitdefender may offer access to the Bitdefender Public APIs on an "as-is" basis without guaranteed availability or uptime unless otherwise agreed in writing. Bitdefender may offer technical support at its discretion or as specified in a separate support agreement.
Exclusion of Damages; Limitation of Liability. EITHER PARTY SHALL HAVE NO LIABILITY UNDER THIS AGREEMENT OR OTHERWISE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR OTHER INDIRECT DAMAGES, OR FOR LOST PROFITS OR LOST DATA, EVEN IF THE OTHER PARTY HAS KNOWLEDGE OF THE LIKELIHOOD OF SUCH DAMAGES. EXCEPT FOR BREACHES OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS AND CONFIDENTIALITY OBLIGATIONS SET FORTH HEREIN, OR ANY BREACH OF ITS OBLIGATIONS DUE TO FRAUD, NEGLIGENCE, WILLFUL MISCONDUCT OR VIOLATION OF APPLICABLE LAW TO THIS AGREEMENT, THE PARTIES AGREE THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY LIABILITY OF EITHER PARTY TO THE OTHER HEREUNDER SHALL BE LIMITED TO THE GREATER OF THE AMOUNTS PAID BY PARTNER TO BITDEFENDER UNDER THIS AGREEMENT, IF ANY, OR $10,000 U.S.
8. INDEMNIFICATION
8.1. Each Party (“Indemnifying Party”) will defend the other Party, its Affiliates, directors and employees (collectively “Indemnified Party”) against any and all claims or lawsuit made by any third parties based upon their use of either Parties Product in accordance with the terms of this Agreement to the extent that such claim alleges that the Parties’ Product infringes a patent, copyright, trademark, trade secret, or other proprietary rights of any third party and will indemnify the other party from and against the resulting costs and damages finally awarded against the other party to such third party by a court of competent jurisdiction or agreed to in settlement.
8.2. The Indemnified Party will notify the Indemnifying Party promptly of any such claims, suits, and proceedings in writing. Indemnifying Party will be given full and complete authority and information for the defense of the same, provided that Indemnifying Party will have no authority to enter any settlement or compromise on behalf of Indemnified Party without the prior written consent of Indemnified Party. At the Indemnifying Party’s request, Indemnified Party will reasonably cooperate with Indemnifying Party in defending or settling any such action.
8.3. Notwithstanding the foregoing, a Party will have no obligation under this section or otherwise with respect to any infringement claim to the extent based upon: (i) any use of the other Party’s Products not in accordance with this Agreement or the Documentation; (ii) any use of the other Party’s Products in combination with other products, hardware, equipment, software, or data not authorized in writing by such Party to be used with the technology; or (iii) any modification of the other Party’s Products by any person other than other Party or its authorized agents or subcontractors. THIS SECTION STATES THE INDEMNIFYING PARTY’S ENTIRE LIABILITY AND THE INDEMNIFIED PARTY’S EXCLUSIVE REMEDY WITH RESPECT TO ANYCLAIM OF INTELLECTUAL PROPERTY INFRINGEMENT.
9. CONFIDENTIAL INFORMATION. The parties agree that Confidential Information provided under this Agreement will be held and maintained in confidence and each party will use at least the same degree of care to protect such Confidential Information that it uses to protect its own confidential information, but in no event less than reasonable care. The recipient may use Confidential Information of the other party only for the purposes of exercising its rights and fulfilling its obligations under this Agreement. Confidential Information may be disclosed only to Affiliates, employees, agents and contractors with a need to know, and to its auditors and legal counsel, provided in each case they are under a written obligation or legal duty to keep such information confidential using standards of confidentiality not less restrictive than those required by this Agreement. “Affiliates” shall mean any entity with respect to which a party owns, controls, or is under the common control, directly or indirectly, more than fifty percent (50%) of the beneficial ownership (but an entity shall remain an Affiliate only so long as it meets such ownership requirements). “Confidential Information” means all information and materials disclosed by either party to the other during the Term that is either marked confidential or, by the nature of the information or the circumstances surrounding its disclosure, would reasonably be considered confidential including, without limitation, information in tangible or intangible form whether printed or electronic, or otherwise, relating to or including: business, product, marketing, licensing or sales activities, policies, practices, outlooks, studies, reports, analyses, strategies or forecasts, finances, revenue, pricing, costs or profits, released or unreleased products including, any feeds and data made available through use of products, but not limited to, software, hardware, development, research, designs, specifications, training materials, performance characteristics, code, formulas, algorithms, data, techniques, processes, inventions, testing strategies, any and all information obtained as a result of access being granted to specific software environment, including development or test environments that do not have live data or sensitive information, if the case, industry, customer or consumer information and third party confidential information. In addition, the terms and conditions of this Agreement shall be deemed confidential. Confidential Information does not include information that (i) is or later becomes publicly available without breach of this Agreement, or is disclosed by the disclosing party without obligation of confidentiality; (ii) is known to the recipient at the time of disclosure by the disclosing party; (iii) is independently developed by the recipient without use of the Confidential Information; (iv) becomes lawfully known or available to the recipient without restriction from a source having the lawful right to disclose the information; (v) is generally known or easily ascertainable by parties of ordinary skill in the business of the recipient; or (vi) is software code in either object code or source code form that is licensed under an open source license. Notwithstanding anything to the contrary herein, each party may disclose the other party's Confidential Information in order to comply with applicable law and/or an order from a court or other governmental body of competent jurisdiction, and, in connection with compliance with such an order only, if such party: (i) unless prohibited by law, gives the other party prior written notice to such disclosure if the time between that order and such disclosure reasonably permits or, if time does not permit, gives the other party written notice of such disclosure promptly after complying with that order and (ii) fully cooperates with the other party, at the other party's cost and expense, in seeking a protective order, or confidential treatment, or taking other measures to oppose or limit such disclosure. Each party must not release any more of the other party's Confidential Information than is, in the opinion of its counsel, reasonably necessary to comply with an applicable order.
10. TERMINATION
10.1. Either party may terminate this Agreement at will at any time without cause on 30 days’ prior written notice.
10.2. Either party may terminate this Agreement for cause, if the other party does not cure a breach of this Agreement within fifteen (15) days after being notified of the breach in writing. This Agreement automatically terminates if either party (i) assigns or purports to assign this Agreement in violation of Section 11.1. or (ii) proceedings are commenced under any bankruptcy, insolvency, or debtor’s relief law or if you liquidate or dissolve or attempt to do so, voluntarily or otherwise. Upon termination: (a) each parties status as the other party Partner will immediately be revoked; (b) all licenses and rights granted under this Agreement terminate; (c) each party will cease using the other party’s trademarks, and promoting, demonstrating, and using the other party’s Products; and (d) each party will return or destroy the other party’s Confidential Information and Promotional Materials.
11. GENERAL
11.1. Assignment. Neither party may assign this Agreement, in whole or in part, without the prior written consent of the other party, which can't be unreasonably withheld.
11.2. Compliance with Laws. Both parties acknowledge they are aware of, understand, and have complied and will comply with all applicable U.S. and foreign anti-corruption laws, including without limitation, the U.S. Foreign Corrupt Practices Act (“FCPA”) and the U.K. Bribery Act. Partner acknowledges that the Bitdefender Solutions and technologies related thereto are subject to the Export Administration Regulations ("EAR") (15 C.F.R. Parts 730-774 (2010)) and the economic sanctions regulations and guidelines of the U.S. Department of the Treasury, Office of Foreign Assets Control. Partner agrees to notify Bitdefender if Partner Products are controlled under such export control laws and regulations with any classification other than EAR99, prior to making such Products available to Bitdefender under this Agreement. Each party agrees to comply with all such export control laws and regulations in connection with its performance of this Agreement, and will not export, re-export, otherwise transfer any of the other party’s goods, software or technology or disclose any Product or related technology of the other party to any person contrary to such laws or regulations. Each party agrees to provide the other party with necessary information related to the export of its Products as the other party may reasonably request. Partner acknowledges that remote access to a Bitdefender Solution may in certain circumstances be considered a re-export of such Product, and accordingly, may not be granted in contravention of U.S. export control laws and regulations.
11.3. Amendments. This Agreement shall not be modified except by a subsequently dated, written amendment that expressly amends this Agreement and which is signed on behalf of Bitdefender and Partner by their respective duly authorized representatives.
11.4. Governing Law; Jurisdiction. This Agreement and all related actions and proceedings shall be governed by the laws of the State of California and the United States without regard to conflicts of laws provisions. The United Nations Convention on the International Sale of Goods does not apply. If any legal action is brought by a party to enforce this Agreement, the prevailing party will be entitled to receive its reasonable attorneys’ fees, court costs, and other collection expenses, in addition to any other relief it may receive from the non-prevailing party. Unless waived by Bitdefender in its sole discretion, the jurisdiction and venue for actions related to this Agreement shall be the California state and United States federal courts located in San Jose, California, and both parties hereby submit to the personal jurisdiction of such courts.
11.5. Notice and Communications. To give Bitdefender notice under this Agreement, Partner must email us at legal@bitdefender.com. All communications sent to Bitdefender must be in English. Bitdefender may provide any notice to Partner under this Agreement by sending a message to the email address Partner provided to Bitdefender. Partner will be deemed to have received any email Bitdefender sends to the email address Partner provided when Bitdefender sends such an email.
11.6. Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining portions will remain in full force and effect and such provision will be enforced to the maximum extent possible so as to give effect the intent of the parties and will be reformed to the extent necessary to make such provision valid and enforceable.
11.7. Suggestions, Ideas and Feedback. In the event that either party makes suggestions to other party regarding new features, functionality or performance of the other party Products or any materials regarding the other party Product ("Suggestions") such Suggestions shall become the sole and exclusive property of the party owning the respective Product. The party providing the feedback hereby assigns to the other Party any and all rights, title and interest it might have in and to any such Suggestions and all intellectual property rights therein. The party providing the feedback shall be permitted to use Suggestions as licensed under this Agreement. The party receiving the feedback hereby grants to the other party a limited, non-exclusive, non-transferable, non-sublicensable license rights for internal use only for testing and evaluation for the term of the Agreement.
11.8. Security. The Partner shall guarantee appropriate technical and organizational measures to ensure standard industry security measures and best practices or procure applicable certifications such as ISO 27001 and SOC 2 type II, unless otherwise agreed by Bitdefender. In assessing the appropriate level of security, the Partner shall take into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing data as well as the risk of accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to data transmitted, stored or otherwise processed for Bitdefender. The Partner shall be liable for any person natural or legal acting under its authority and with access to Bitdefender data, and shall take steps to ensure that any such person is bound by enforceable contractual or statutory confidentiality obligation.
11.9. Status of parties; Non-exclusivity. The parties are and shall remain independent contractors, and nothing herein shall be construed to create a partnership or joint venture between Bitdefender and you. Nothing herein shall be construed as implying that employees of either party are employees of the other party. Neither party shall have the right to act on behalf of or contractually bind the other party. This Agreement is nonexclusive. Subject to applicable confidentiality obligations, either party may develop, use, distribute, promote or support software, service, or technology offerings similar to or competing with ones that are the subject of this Agreement, without use of the Products or any Confidential Information received under this Agreement. Either party may enter into activities with others regarding such competing offerings.