CDN Network Defender Non-Exclusive Reseller / Partner Agreement
Terms and Conditions

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, Celerium and Reseller agree as follows:

1. Engagement
• 1.1 Reseller Engagement. Celerium hereby engages Reseller, on a non-exclusive basis, to act as a reseller to certain third parties (each a “Customer,” as more specifically described below) of certain Celerium proprietary services more specifically identified and listed on Exhibit A hereto (as such may be amended or modified from time to time in accordance herewith) (each a “Service,” and together the “Services”). Such engagement is entered into solely in accordance with the terms and conditions of this Agreement, and accepts such engagement on the terms described herein. Reseller agrees to only resell the Services, alone or incorporated into a suite with third-party products, to Customers; provided, however, that Celerium may, at its sole discretion, agree to private-label certain Services at Reseller’s request upon terms mutually agreed to between the Parties.
• 1.2 Non-Exclusive Engagement. This Agreement, and the reseller engagement entered into hereby, is non-exclusive and, except as otherwise agreed, nothing in this Agreement shall preclude Celerium from marketing, selling, licensing, or maintaining any competitive Services to any Customers including, without limitation, end-users, resellers, original equipment manufacturers or other distributors. Additionally, Celerium understands that Reseller is making no minimum royalty, volume or New Customer commitments under this Agreement.
• 1.3 Contracting with Customers. Any agreement for purchase of Services by a Customer shall be entered into solely between the Customer and Reseller, and Celerium shall have no third-party rights or obligations thereunder other than with respect to its standard Services warranty terms. Celerium reserves the right, in its sole discretion, to review and reject any Customer proposed by Reseller. Unless otherwise permitted herein, Reseller shall not enter into any contract with any Customer regarding the sale or purchase of Services, without mutual agreement from Celerium. Nothing in this Agreement shall be construed to limit Reseller from entering contracts or other relationships that do not relate solely to the sale or purchase of the Services.
2. Pricing, Ordering, Shipping and Payment
• 2.1 Services Pricing. Celerium agrees to sell to Reseller the Services identified and listed on Exhibit A (as such may be amended or modified from time to time in accordance herewith), in each case at the List Price indicated on Exhibit A (which List Prices may likewise be amended or modified from time to time in accordance herewith). In the event Celerium desires to amend, modify or vary the list of Services or the List Prices identified on Exhibit A (as may be amended from time to time), Celerium may elect to do so at its sole discretion upon thirty (30) days’ prior written notice delivered to Reseller’s appointed representative. Subject to any other term of this Agreement and/or applicable law, Reseller shall have sole discretion with respect to price and terms on which it elects to offer the Services for sale to its Customers.
• 2.2 Reseller Orders. Reseller shall order any requested Services from Celerium by means of a written purchase order. The terms of this Agreement control over any additional or inconsistent terms found in any purchase order or other form used by Reseller. The purchase order becomes a binding obligation of the Parties when Celerium signs and returns to Reseller an acceptance copy of the purchase order or begins performance of the order, whichever occurs first. Celerium reserves the right to refuse or reduce purchase orders placed by Reseller. Celerium’s failure to meet the demands of any purchase order submitted by Reseller, other than in instances amounting to fraud or gross negligence on the part of Celerium, shall not give rise to any cause of action or other right or claim by Reseller. Reseller’s purchase orders shall cite the List Prices for each Service.
• 2.3 Payment Terms. Celerium shall invoice Reseller on a monthly basis for the aggregate List Price of all Services ordered during the relevant billing period, along with any fees, costs and/or expenses associated therewith. Unless otherwise agreed to between the Parties, Reseller shall pay all invoices via ACH within fifteen (15) days from the date on which the invoice is received by Reseller.
• 2.4 Warranty Terms. All Services ordered by Reseller which may or may not be resold to Customers shall be provided along with Celerium’s standard commercial warranty terms, and no warranties shall be offered that are inconsistent with such warranty terms (including those warranty terms stated in this Agreement) unless otherwise agreed to between the Parties.
3. Reseller Obligations and Covenants
• 3.1 Marketing Development and Sales. Reseller hereby agrees that it shall use its commercially reasonable best efforts to advertise, promote, quote and sell the Services in a Territory that includes the United States and abroad at Reseller’s discretion, throughout the Term, consistent with Reseller’s and Celerium’s marketing plans and strategies as discussed and agreed to prior to execution of this Agreement.
• 3.2 Reseller Service Obligations. Reseller hereby agrees to provide certain marketing, technical and business services to promote and expand the sale of the Services, including, without limitation:
• (a) performing customer liaison incident to the sale and application of Services.;
• (b) providing sales promotional services to acquaint existing and potential customers of the established and new applications of the Services;
• (c) maintaining an office to service customers, and providing Level 1 Customer support services by responding to initial support calls from Customers;
• (d) providing Celerium with periodic written reports, as reasonably requested by Celerium from time to time, with respect to sales, marketing and service activities performed by, or requested from, Customers and non-Customers throughout the Term; and
• (e) determining, to the extent reasonably possible, that the Services sold to Customers are being correctly used in accordance with specifications.
• 3.3 Reseller Covenants. Reseller hereby covenants and agrees as follows:
• (a) it will conduct business in its own name, maintain its own offices, clearly disclose that it is acting as reseller of the Services and so describe itself in all documents, sales information and other marketing materials used or issued;
• (b) it will avoid, at all times throughout the Term, use or commission of any deceptive, misleading, illegal or unethical practices that are or could reasonably be expected to have a detrimental or materially adverse effect on the name, brand, image or goodwill associated with Celerium or any individual Service;
• (c) it will make no false or misleading representations or warranties with regard to Celerium or any Service;
• (d) it will not publish or employ, or cooperate in the publication or employment of, any misleading or deceptive advertising material with regard to Celerium or any Service;
• (e) it will make no representation, warranty or guarantee to Customers or to the trade with respect to the specifications, features or capabilities of the Services that are inconsistent with any Celerium -authorized warranty;
• (f) it shall sell all Services in a manner that is safe and in accordance with industry standards and applicable laws, and shall comply with Celerium ‘sinstructions, if any, with respect to safety and warning labels, installation or operating instructions, and maintenance requirements. It shall likewise not remove, disconnect or negate any safety features or warning labels attached to or relating to any Service; and
• (g) it will immediately bring to Celerium’s attention any improper or wrongful use of Celerium’s patents, trademarks, designs or other similar industrial or commercial property rights which comes to the Reseller's attention.
• 3.4 License and Use of Celerium Intellectual Property. From the commencement of this Agreement until conclusion of the Term, Celerium hereby grants to Reseller a non-exclusive, royalty-free license, for the duration of the Term, to use, display and incorporate, in any manner pre-approved by Celerium in writing, Celerium’s name, trademarks, logos and designations solely in connection with Reseller’s advertisement, promotion and sales of the Services, and only in accordance with Celerium’s then-current trademark usage policies, as previously provided to Reseller in writing. Reseller shall not destroy, alter or vary any copyright notices, trademarks or other proprietary markings on Services, software, documentation or other materials related to the Services. Upon termination of this Agreement, Reseller will not continue to advertise or promote the Services, nor will Reseller use Celerium’s trademarks in any manner whatsoever. Celerium further grants to Reseller a non-exclusive, royalty-free license to display, distribute and duplicate, any sales, marketing, instruction or operations materials provided to Reseller by Celerium solely in connection with the sales or or operations of Services by Customers and throughout the Term.
4. Term and Termination.
• 4.1 Term. This Agreement will commence on the date specified in Exhibit A (“Effective Date”). The initial subscription period shall be specified on Exhibit A (the “Subscription Term”). Unless otherwise specified in Exhibit A, this Agreement and the associated subscription shall automatically renew for the lesser of one additional subscription period or one year (the “Renewal Term”), unless terminated under the provisions of Section 4 of this Agreement.
• 4.2 Termination for Convenience. Either Party may terminate this Agreement on its anniversary or annually thereafter for any reason by giving the other Party at least thirty (30) days’ prior written notice.
• 4.3 Termination for Cause. In the event of any material breach of this Agreement, the non-breaching Party may terminate this Agreement by giving thirty (30) days’ prior written notice to the other Party; provided, however, that this Agreement shall not terminate if the other Party has cured the alleged breach prior to the expiration of such thirty (30) day period.
• 4.4 Termination for Insolvency. This Agreement shall terminate, without notice, (i) upon the institution by or against either Party of receivership or bankruptcy proceedings, (ii) upon either Party’s making an assignment for the benefit of creditors, or (iii) upon either Party’s dissolution or ceasing to do business.
• 4.5 Effect of Termination. Termination of this Agreement will not affect payment of fulfillment obligations under Section 2 to the extent delivered or accrued prior to the date on which termination occurs, nor will it terminate any licenses to Customers established prior to termination of this Agreement, unless a bankruptcy court, trustee or similar body or agent (with respect to Section 4.4) elect not to continue such licenses.
5. IP Rights; Confidentiality.
• 5.1 Intellectual Property. Except as otherwise described herein, Reseller hereby recognizes that Celerium retains all intellectual property rights in and to the Services and related marketing materials or documentation. Reseller also agrees to retain all proprietary marks, legends and patent and copyright notices that appear on Services.
• 5.2 Confidentiality. “Confidential Information” shall mean confidential or other proprietary information that is disclosed by one Party to the other Party under this Agreement, including without limitation, the Services, any hardware and software designs, specifications and documentation, business and product plans, and other confidential business information. Confidential Information shall not include information which: (i) is or becomes public knowledge without any action by, or involvement of, a receiving Party; or (ii) is disclosed by a receiving Party with the prior written approval of the disclosing Party. Each Party agrees to observe complete confidentiality with respect to the Confidential Information; not to disclose, or permit any third party or entity access to, the Confidential Information (or any portion thereof) without prior written permission of the Party disclosing such Confidential Information; and to insure that any employees, or any third parties who receive access to the Confidential Information, are advised of the confidential and proprietary nature thereof and are prohibited from copying, utilizing or otherwise revealing the Confidential Information; provided that such Confidential Information may be disclosed to the extent required by any applicable law or judicial or governmental order, provided further that the receiving Party gives the disclosing Party sufficient prior notice to contest such order. Without limiting the foregoing, each Party agrees to employ with regard to the Confidential Information procedures no less restrictive than the procedures used by it to protect its own confidential and proprietary information.
6. Warranties; Indemnification; Limitations.
• 6.1 Limited Customer Warranty. Celerium represents, warrants, and covenants to Customers that Celerium will perform the Services using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and will devote adequate resources to meet its obligations under this Agreement (the “Limited Warranty Statement”). Reseller shall, with each resale of a Service to a Customer, make available to Customer a copy of the Limited Warranty Statement, Warranty Disclaimer (Section 6.2), and Limitation Liability (Section 6.3), and Reseller shall not make any representation, warranty or statement inconsistent with such Limited Warranty Statement. Celerium shall provide Reseller notice of any changes Celerium makes to the Limited Warranty Statement.
• 6.2 WARRANTY DISCLAIMER. OTHER THAN AS CONTAINED IN THE LIMITED WARRANTY STATEMENT, CELERIUM MAKES NO OTHER WARRANTIES OR REPRESENTATIONS AS TO THE SERVICES (OR ANY SERVICES ASSOCIATED THEREWITH), EITHER EXPRESS OR IMPLIED. ALL IMPLIED WARRANTIES AND CONDITIONS (INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT) ARE HEREBY DISCLAIMED. ADDITIONALLY, RESELLER ACKNOWLEDGES THAT CELERIUM DOES NOT REPRESENT OR WARRANT OR PROVIDE ANY CONDITIONS THAT THE SERVICES WILL BE ERROR-FREE OR WORK WITHOUT INTERRUPTIONS. RESELLER MAKES NO WARRANTIES OR REPRESENTATIONS AS TO THE VOLUME OF SALES OR MARKETS REACHED. FURTHER, CELERIUM CANNOT AND DOES NOT WARRANT THAT THE SERVICES WILL PREVENT A CYBERSECURITY ATTACK OR DATA SECURITY INCIDENT.
• 6.3 LIMITATION OF LIABILITY. EXCEPT WITH RESPECT TO (A) RESELLER’S BREACH OF ITS OBLIGATIONS OF CONFIDENTIALITY HEREUNDER, (B) RESELLER’S INFRINGEMENT OF CELERIUM’S INTELLECTUAL PROPERTY RIGHTS, OR (C) EITHER PARTY’S COMMISSION OF ONE OR MORE ACTS AMOUNTING TO FRAUD, WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, THE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SUPPLY OF SERVICES HEREUNDER SHALL IN NO EVENT INCLUDE ANY CONSEQUENTIAL, INDIRECT, SPECIAL OR INCIDENTAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, OR COST OF PROCURING SUBSTITUTE GOODS OR SERVICES), EVEN IF THE PARTY IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES SHALL CELERIUM BE RESPONSIBLE FOR ANY CYBERSECURITY ATTACK OR DATA SECURITY INCIDENT EXPERIENCED BY RESELLER OR CUSTOMERS. SUBJECT TO THE ABOVE, ANY OTHER PROVISION HEREIN TO THE CONTRARY, CELERIUM’S MAXIMUM AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS ARISING IN CONNECTION WITH THIS AGREEMENT SHALL BE THE AMOUNT PAID BY RESELLER TO CELERIUM OVER THE PRIOR TWELVE (12) MONTHS FOR THE SERVICES WHICH ARE THE SUBJECT OF THE CLAIM.
• 6.4 Indemnification. Reseller shall indemnify, defend and hold Celerium (and including its officers, directors, employees, shareholders and affiliated parties) harmless from and against any and all claims, damages, liabilities, costs (including reasonable attorneys’ fees) and expenses incurred by Celerium (and including its officers, directors, employees, shareholders and affiliated parties), arising in connection with or related to any act or omission of Reseller or related to any Services resold by Reseller (including, without limitation, acts or omissions of Reseller’s officers, directors, employees, shareholders and affiliated parties).
7. Miscellaneous.
• 7.1 Assignment. Neither Party may assign, delegate, or transfer this Agreement, or any of its rights or duties hereunder, without the prior written consent of the other party. Any attempted assignment or delegation in violation of this section shall be void. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties, their successors and permitted assigns. Notwithstanding the foregoing, Celerium may assign its rights and duties hereunder without the prior consent of Reseller in connection with a merger, consolidation, spin-off, corporate reorganization, acquisition, or sale of all or substantially all the assets of Celerium. Reseller may assign its rights and duties hereunder without the prior consent of Reseller in connection with a merger, consolidation, spin-off, corporate reorganization, acquisition, or sale of all or substantially all the assets of Reseller.
• 7.2 Governing Law. This Agreement shall be governed by the laws of the State of Virginia (without regard to its conflicts of law principles), excluding the United Nations Convention on Contracts for the International Sale of Goods. The Parties hereby consent to the exclusive jurisdiction of and venue in the federal and/or state courts located in the Northern District of Virginia.
• 7.3 No Legal Relationship. In performing their respective duties under this Agreement, each of the Parties will be operating as an independent party to the other Party. Nothing contained herein will in any way constitute any agency, association, partnership, employment engagement or joint venture between the Parties, or be construed to evidence the intention of the Parties to establish any such relationship. Neither Party will have the power to bind the other Party or incur obligations on the other Party's behalf without the other Party's prior written consent.
• 7.4 Amendments and Waivers. No variance, amendment or waiver to this Agreement, nor any waiver of any rights, will be effective unless assented to in writing by the Party to be charged, and the waiver of any breach or default shall not constitute a waiver of any other right hereunder or any subsequent breach or default; provided, however, that the list of Services and the corresponding List Prices may be varied from time to time by Celerium in accordance with Section 2.1 above.
• 7.5 Notices. All notices, requests, demands and other communications under this Agreement hereunder shall be in writing and shall be deemed to have duly given by one of the following methods: hand delivery; registered, express, or certified mail, return receipt requested, postage prepaid; nationally-recognized private express courier; or electronic mail or facsimile. Notices will be deemed given on the date received.
• 7.6 Severability. If for any reason any provision of this Agreement shall be held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect.
• 7.7 Entire Agreement. This Agreement and the exhibits attached hereto constitute the entire and exclusive agreement between the parties hereto with respect to the subject matter hereof and supersede any prior agreements between the parties with respect to such subject matter.
• 7.8 Survival. The following Sections of this Agreement shall survive the termination or expiration of this Agreement: 3.3, 6, and 7.

Reseller / Partner Agreement Exhibit A: Reseller Products Licensing, and End User Access

• Product Offering

  The Standard Product includes all features offered to direct commercial customers of Celerium. At the time of this Agreement, the Standard Product includes an intuitive dashboard with drill-through threat inspection, notifications, firewall block list publication, data export to .CSV, and monthly reporting. Celerium may modify the Standard Product offering from time to time at its sole discretion.

• Licensing

  Celerium licensing provides for a single firewall per sensor. We reserve the right, at our sole discretion, to disable sensors consuming data from multiple firewalls simultaneously, and we will bill accordingly for all related sensors. Celerium also reserves the right, at our sole discretion, to disable, rate-limit, or modify pricing for sensors consuming an extraordinary amount of data, and we will notify MSP partners of our intent before this should occur.

  Additionally, please note that Celerium sensors should only be deployed to monitor licensed networks and are not intended to be deployed to large enterprise customers or in front of enterprise-scale data centers. Please contact Celerium if you have customers of this nature or questions related to the same.

• Subscription Term

  Month-to-Month (*unless otherwise specified)

• End User Access

  End Users may be granted access to the Celerium solution portal at the discretion of the Reseller, Distributor, or Managed Service Provider (“Partner”). Celerium reserves the right to audit or deny end user access, if warranted. By agreeing to the Celerium Terms and Conditions as an End User, you agree to comply with any instructions - written or otherwise - set forth by the Partner regarding that access, and further agree to work directly with the Partner for any questions or issues that may arise as a direct result of the Celerium solution or access.