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Please fill out the below form in its entirety to request your organization become a Gemalto Cipher Partner Program partner.

INDIRECT CIPHER PARTNER AGREEMENT

Version dated November 7, 2018

Read this Partner Agreement Carefully. This Agreement has the same legal effect as a signed and negotiated written contract. If you do not accept the terms of this Agreement, then DO NOT CLICK “I Accept” in the Cipher Application.

THIS INDIRECT CIPHER PARTNER AGREEMENT ("Agreement") is effective by and between SAFENET, a Gemalto Company, as defined below and Cipher Partner, and any of Cipher Partner’s Affiliates and subsidiaries, as identified by information included in the applicable Cipher Application - (“Partner”) only if and as specified in an Authorization Email issued to Partner within 30 days of the click-through date of this Agreement and upon Partner’s satisfaction of any criteria for the applicable Partner Type(s) as set forth in the Program Guide. The term Partner as a term used in this Agreement is intended to inclusive of Resellers, Distributors, OEMs, Service Providers and Technology Partners and is not intended to imply partnership or agency. This Agreement sets forth the terms by which Partner is authorized to represent itself as a Cipher Partner. This Agreement governs Partner’s purchase of Products indirectly from SafeNet through an authorized Distributor. Notwithstanding the foregoing and with respect to Latin American Resellers and/or Distributors only, your purchase of Products either directly from SafeNet or indirectly through an authorized Distributor, as the case may be.

SECTION 1. AUTHORIZATION AND GRANT

1.1 General Authorization. SafeNet hereby grants Partner a non-exclusive, non-transferable, revocable license under the terms of this Agreement to market, demonstrate, and (if applicable) resell Products in the Territory as the Partner Type(s) identified in the Authorization Email and in accordance with the Program Guide.

1.2 OEM Authorization, Grant and Warranty. With respect to Partners authorized as an OEM, and subject to the Partner Type Specific Terms for OEM Partners:

1.2.1 SafeNet hereby grants Partner a non-exclusive, non-transferable, revocable, limited right and license under the terms of this Agreement to: (a) use and reproduce copies of the SafeNet Licensed Product strictly as necessary to fulfill its obligations as an OEM as expressly specified in the Program Guide; (b) distribute to End Customers in the Territory the SafeNet Licensed Product, as incorporated into the OEM Bundled Product; (c) grant End Customers a non-exclusive, non-transferable right and sub-license to use the SafeNet Licensed Product as part of the OEM Bundled Product for its internal business purposes pursuant to license terms consistent with and at least as protective of SafeNet and the SafeNet Licensed Product as the terms of the EULA (if any) accompanying the Licensed Product; and (d) sublicense to Distributors the foregoing license grants (a) through (c).

1.2.2 Partner agrees to incorporate the SafeNet Licensed Product in the OEM Product in such a way as to prevent third parties from extracting the SafeNet Licensed Product and using it as a standalone product. Partner will take such actions as are reasonably necessary to limit End User’s use of the SafeNet Licensed Product to those rights granted under the applicable End User License Agreement.

1.2.3 Partner warrants that it owns either title to the other products and technology bundled with SafeNet Licensed Product(s) or is authorized by their respective owners to license and distribute the OEM Bundled Product.

1.3 Service Provider Authorization. With respect to Partners authorized as a Service Provider, Service Provider agrees to act as a service provider of SafeNet on a non‑exclusive basis and in that capacity, Service Provider shall purchase the right to provide the Products to End Customers in the Territory only in accordance with this Agreement and the Partner Type Specific Terms for Service Providers.

1.4 Technology Partner Authorization and Grant. With respect to Partner’s authorized as a Technology Partner, and subject to the Partner Type Specific Terms for Technology Partners:

1.4.1 SafeNet grants to Partner, for thirty (30) days days (the “Evaluation Period”), a temporary, non-exclusive license to use the Product(s) listed in in the Authorization Email, and related documentation provided by SafeNet (“Test Product”), for inoperability testing and evaluation purposes only. Notwithstanding anything to the contrary, this license does not include any rights to copy, alter, modify, reverse engineer, decompile, disassemble, make derivative works, rent, lease, disclose, sublicense, or otherwise transfer the Test Product, related documentation, or other proprietary information of SafeNet. SafeNet shall provide no support or maintenance services with respect to the Test Product. At the end of the Evaluation Period, Partner must either return all Test Product(s) which are hardware. At the end of the Evaluation Period, Partner may either return or destroy all Test Product(s) which are software, or continue to utilize said software under a development license as set forth below.

1.4.2 At the end of the Evaluation Period, Partner may obtain a development license to the Test Product(s) and SafeNet shall grant to the Partner a non-exclusive, non-transferable, limited license to use the Test Products for its internal use in making its own product(s) compatible with the SafeNet’s product(s) and to demonstrate the joint solution in a demonstration environment to customers, prospects, and channel distributors, solely in furtherance of the Solution(s).

SECTION 2. PARTNER’S RESPONSIBILITIES

2.1 Program Guide. Partner’s participation as a Cipher Partner is contingent upon Partner’s compliance with the terms of this Agreement, including the terms of the Program Guide.

2.2 Marketing Efforts. Partner will use its best efforts to develop and implement the sales and marketing programs defined in the Program Guide.

2.3 DPA. Partner shall ensure that End Customers grant express authorization for SafeNet to process and store all Personal Data provided in connection with the use of Products. Partner shall refrain from modifying or permitting any third party to modify any applicable Terms of Service, EULA, or DPA.

2.4 Restrictions. Without SafeNet’s prior consent, Partner will not (a) make any statements about the Products inconsistent with the Documentation; (b) make derivative works based upon the Products or other SafeNet intellectual property; (c) build a competitive product or service; (d) make or have made a product using or copy ideas, features, functions or graphics of the Products; (e) frame or mirror Products; or (f) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, techniques, processes, algorithms, know-how or other information from the binary code portions of the Product, or permit or induce the foregoing.

2.5 Technology Partner Specific Restrictions. In addition to the restrictions set forth in Section 2.4, above, Partners authorized as Technology Partners may not use SafeNet’s Products for Partner’s own internal business operations or for testing a competitive product.

2.6 OEM Partner Specific Restrictions. In addition to the restrictions set forth in Section 2.4, above, Partners authorized as an OEM shall not, and ensure that its Distributors shall not: (i) license or distribute the SafeNet Licensed Product as a standalone product; (ii) incorporate the SafeNet Licensed Product into any products other than the OEM Product identified in the Authorization Email; or (iii) or take any action that would cause the SafeNet Licensed Product to be placed in the public domain.

2.7 Additional Obligations. Partner is required to perform any additional obligations located in (a) the Program Guide; (b) the Partner Type Specific Terms; and (c) the Service Specific Terms, as applicable to Partner’s activity under this Agreement.

SECTION 3. SAFENET’S RESPONSIBILITIES.

3.1 Marketing Support. SafeNet will provide Partner marketing literature and sales support as outlined in the Cipher Partner Portal and the Program Guide, as well as information regarding Product developments, such as changes, additions or new releases.

3.2 Programmatic Changes. SafeNet may upon thirty (30) days’ notice modify or discontinue: (a) Products or other Product-related service offerings; (b) the pricing; or (c) the Program Guide. Changes shall become effective upon expiration of the 30-day notice period. If Partner objects to any terms or conditions in the Program Guide or this Agreement, Partner’s sole remedy shall be to resign from the application Partner Type and/or terminate this Agreement.

SECTION 4. ORDERS.

4.1 Orders. This Agreement does not authorize Partner to place orders for Products to SafeNet. Orders for Products must be placed through Distributor in accordance with Distributor’s established ordering process, and pursuant to pricing and payment terms agreed between Partner and Distributor. Orders must specify the Partner, Distributor, and End Customer. Any pre-printed terms and conditions on any purchase order received from or through Partner are void and of no effect, even if SafeNet acknowledges or processes the purchase order. Pricing and payment terms shall be governed by a separate agreement or agreements.

SECTION 5. DISCOUNTS & PROMOTIONS.

5.1 Discounts & Promotions. SafeNet may propose to Distributor various pricing promotions, discounts, rebates, deal registration, and other benefit programs to assist Partner’s marketing efforts. Except for benefits which SafeNet offers directly to Partner, the actual implementation of any program is subject to the sole discretion of Distributor. Partner shall indemnify and hold SafeNet harmless from and against any dispute between Partner and Distributor regarding the amount or terms of incentives to which Partner believes it may be entitled. Some benefits or incentives may not be applicable to our Latin American Distributors and/or Resellers.

SECTION 6. REPRESENTATIONS AND WARRANTIES.

6.1 Limited Product Warranty. The Product warranty that SafeNet provides to End Customers is described in the applicable Terms and Conditions of Sale, Terms oF Service or Documentation, as applicable. Such warranties constitute the only warranties made by SafeNet and are in lieu of all other warranties and conditions, whether statutory, express, or implied, including without limitation, any warranty of non-infringement, merchantability or fitness for a particular purpose.

6.2 Partner Representations and Warranties. Partner represents and warrants that: (a) the individual representative entering into this Agreement is duly authorized to bind Partner to these terms and conditions; (b) Partner is authorized to conduct business in the Territory; (c) Partner has the requisite skills, expertise and resources to perform its functions and obligations as a the authorized Partner Type(s) and applicable to Partner’s activity under this Agreement (d) neither it nor any of its employees or officers is an official, employee, or active member of the armed services of any Territory government or an official or employee of any Territory government; (e) no government official of any Territory, and no official of any Territory government agency or instrumentality, is or will become associated with, or will own or currently owns an interest (direct or indirect), in Partner or has or will have any legal or beneficial interest in this Agreement or any payments made by SafeNet hereunder; (f) it will promptly report to SafeNet any changes to the information supplied on its Cipher Application; (g) it will accurately characterize its relationship with SafeNet consistent with the terms of this Agreement; (h) it will comply with all applicable laws with respect to its obligations and Partner activity under this Agreement including those set forth in Section 8; (i) it will conduct its perform its obligations under and conduct its business with respect to this Agreement consistent with the terms of the Code of Ethics and other Mandatory Policies; and (j) it will only distribute Products and (as applicable) the SafeNet Licensed Products pursuant to terms consistent with and at least protective of the Products and SafeNet, its Affiliates, successors and assigns as the Terms and Conditions of Sale and any applicable Terms of Service.

SECTION 7. TERM AND TERMINATION.

7.1 Term. This Agreement shall become effective only upon delivery by SafeNet of an Authorization Email for the term specified therein. Unless otherwise expressly stated in an Authorization Email, this Agreement will automatically renew on its anniversary date until terminated in accordance with this Section 7. For the avoidance of doubt and notwithstanding anything to the contrary in this Agreement, the scope of Partner’s participation as a Cipher Partner for the then current term will be as set forth in the most recently issued Authorization Email.

7.2 Termination. Either party may terminate this Agreement, for any or no reason, upon thirty (30) days written notice to the other party. SafeNet may terminate this Agreement immediately upon notice if Partner: (a) materially breaches this Agreement; (b) is declared insolvent or bankrupt; (c) violates the Gemalto Code of Ethics; or (d) assigns or transfers its rights hereunder without SafeNet’s consent.

7.3 Effect of Termination. Upon termination, Partner will promptly: (a) transition to SafeNet all Product sale opportunities that are “in process”, in the “pipeline” or pending sales; and (b) cease use of SafeNet Intellectual Property Rights, including SafeNet Trademarks and return or destroy its Confidential Information.

7.4 Survival. This Section 7.4 and Sections 6.2, 8, 9.1, and 10-13 will survive any termination of this Agreement.

SECTION 8. LEGAL AND REGULATORY COMPLIANCE.

8.1 Export. The Products are subject to the export control laws of the United States and other countries and Partner agrees not to (re)export or resell Products in violation thereof. Partner is responsible for communicating export restrictions to End Customers. Partner represents and warrants that Products shall not be used for any nuclear, chemical/biological warfare, missile end-use or training related thereto. Partner shall not export, sell and/or divert any Products to any Denied Party.

8.2 US Government Rights In Commercial Software and Documentation. If licenses and related commercial software are being acquired by or on behalf of the U.S. Government or by a U.S. Government prime contractor or subcontractor (at any tier), then the Government's rights in the license, related Software and accompanying Documentation are only as set out in this Agreement and the applicable EULA; this is in accordance with 48 CFR 227.7201 through 227.7202-4 (for Department of Defense (DoD) acquisitions) and with 48 CFR 2.101 and 12.212 (for non-DoD acquisitions).

 

8.3 Data Privacy and Protection. Certain Products require the use of Personal Data to operate as designed. The laws governing the receipt, retention, use or disclosure of such Personal Data (“Data Privacy Laws”) vary by country and jurisdiction. Partner represents and warrants that it shall comply with all applicable data privacy and data protection laws, however so named, based on the country and/or locality in which it operates including (without limitation) notifying End Customers of its intended use of Personal Data. In addition, Partner shall: (a) regularly review the Program Guide for information concerning SafeNet’s or its Authorized Supplier’s receipt, retention, use, or disclosure of Personal Data; (b) obtain any required approvals necessary for SafeNet or its Authorized Supplier’s receipt, retention, use, or disclosure of Personal Data; (c) notify SafeNet of any limitation in its notice of privacy practices in accordance with applicable data privacy laws, to the extent that such limitation may affect SafeNet’s use or disclosure of personal data; (d) notify SafeNet of any changes in, or revocation of, permission by an Individual to use or disclose personal data, to the extent that such changes may affect SafeNet’s usage of personal data; (e) notify SafeNet of any restriction to the use or disclosure of personal data that Customer has agreed to in accordance with data privacy laws, to the extent that such restriction may affect SafeNet’s usage of personal data; and (f) obtain any consent, authorization or permission that may be required by the Data Privacy Laws prior to furnishing to SafeNet the personal data. Partner shall not request that SafeNet uses personal data in any manner that would not be permissible under the data privacy laws. Partner shall encrypt all personal data sent to SafeNet or its Authorized Supplier over a public network.

 

8.4 Anti-Bribery Compliance. Partner shall: (a) comply with all applicable laws, statutes and regulations relating to anti-bribery and anti-corruption including but not limited to the UK Bribery Act 2010, OECD Convention Against Bribery of Foreign Public Officials in International Business Transactions and the US Foreign Corrupt Practices Act of 1977 (“Requirements”); (b) not engage in any activity, practice or conduct which would constitute an offense under the Requirements if such had been carried out in the US or the UK; (c) have, maintain and enforce its own policies and procedures to ensure compliance with the Requirements; and (d) report to SafeNet any request or demand for undue financial influence or advance received by Partner in connection with performance of this Agreement.

SECTION 9. INTELLECTUAL PROPERTY RIGHTS; TRADEMARKS; PUBLICITY.

9.1 Reservation of Rights. SafeNet retains all right, title, and interest in and to the Products, including, but not limited to, all Intellectual Property Rights, including all rights to any Improvements or derivative works based upon the Products and to any valuable trade secrets embodied therein. Partner hereby disclaims any ownership interest in any Improvement. Aside from the limited right to market and solicit orders for Products, Partner will acquire no rights to any Intellectual Property Rights in the Products by reason of Partner’s use of the same. Partner will not apply for or obtain any Intellectual Property Rights in the Products or SafeNet Trademarks or take any action to compromise SafeNet’s ownership thereof. Neither party shall transfer or license the rights granted under this Section, or any portion thereof, to a competitor of the other party.

9.2 Discontinuation and/or Changes to Products. SafeNet may, in its sole discretion: (i) change, modify or discontinue any component of a Product upon notice to Partner, without liability to Partner; (ii) substitute any third party component of any Product or Service; and (iii) adopt any new features or functionality suggested by Partner, its Distributors or End Users without any liability to these parties.

9.3 Use of SafeNet Trademarks. Partner’s use of SafeNet Trademarks must comply with SafeNet’s then-current branding guidelines as posted on the Cipher Partner Portal and/or in the Program Guide, as applicable. Subject to Partner’s compliance with the terms of this Agreement and the branding guidelines, SafeNet grants Partner a limited, revocable, non-exclusive license to display and use the SafeNet Trademarks solely in connection with its distribution of Products. SafeNet reserves the right to deny or approve, in its sole discretion, any use by Partner of its logo or Product names in electronic media, printed materials or websites. Partner will not attempt to register any trademarks, name, URL, (or any element, derivation, adaptation, variation or name thereof) owned by SafeNet, or adopt any mark confusingly similar to any SafeNet Trademarks, or challenge the registration of the SafeNet Trademarks, anywhere in the world.

9.4 Publicity. Neither party shall release or publish any news release, advertising or other public announcement relating to this Agreement without the prior review and approval of the other party, which approval shall not be unreasonably withheld or delayed.

SECTION 10. CONFIDENTIALITY.

10.1 Confidentiality. Each party shall protect Confidential Information as it does its own information of like importance, but with no less than reasonable care, and may only use same for the purpose of performing this Agreement. The receiving party will immediately report any real or threatened unauthorized disclosure of Confidential Information. If disclosure of Confidential Information is compelled by law, the receiving shall, if feasible, notify the disclosing party and at the disclosing party’s expense assist in contesting the disclosure. The disclosing party may seek injunctive relief against any violation of this Section 10. Both parties hereby acknowledges and agree that in the event of any breach of this Section 10 by, the disclosing party may suffer an irreparable injury, for which no remedy at law will afford it adequate protection against, or appropriate compensation for, such injury. Therefore, the parties agree that the disclosing party shall be entitled to seek injunctive relief and/or specific performance of the receiving party’s obligations under this Agreement, as well as such further relief as may be granted by a court of competent jurisdiction.

10.2 Exceptions. Confidential Information shall not be deemed to include information which: (a) is now, or hereafter becomes, through no act or failure to act on the part of receiving party, publicly known or available; (b) is known by receiving party at the time of receiving such information as evidenced by its then existing records; (c) is subsequently furnished to Receiving party by a third party having possession thereof as a matter of right, involving no violation of disclosing party’s rights therein, and without restriction on disclosure or use; (d) is independently developed by receiving party without use of or reference to the information received from disclosing party; or (e) is the subject of a written permission to disclose, explicitly referencing this Agreement, signed by an authorized representative of disclosing party.

SECTION 11. INDEMNIFICATION AND LIMITATION OF LIABILITY.

11.1 Indemnification – General. Partner will defend, indemnify and hold SafeNet, and its Affiliates, employees, officers, directors, and suppliers harmless against any and all claims, damages, liabilities and expenses based on or resulting from: (a) any breach of a representation or warranty under this Agreement, (b) Partner’s distribution of the Products pursuant to no terms and/or conditions or terms and/or conditions less protective of SafeNet, the Products, and the Intellectual Property Rights than those set forth in the Terms and Conditions of Sale, Documentation or any applicable DPA, EULA, or Terms of Service (c) the acts or omissions of Partner or its authorized agent(s); (d) any modification by Partner or by End Customers of any DPA, EULA, SLA, or Terms of Service; (e) Partner’s breach of any agreement between Partner and its End Customer(s); and/or (f) failure to procure the express authorization of End Customers for SafeNet to process and store Personal Data provided in connection with the distribution of Products.

11.2 Indemnification – OEM Bundled Product and Service Providers. With respect to the OEM Bundled Product or Service Provider activities only, Partner will defend, indemnify and hold SafeNet, and its affiliates, employees, officers, directors, and suppliers harmless against any and all claims, damages, liabilities and expenses based on or resulting from any claims filed by third parties: (i) alleging patent, copyright, trade secret or trademark infringement resulting from or in connection with the use, manufacture, assembly or distribution of any OEM Bundled Product or use, creation or distribution of any software or provision of the Products, except where such third party claim results from the SafeNet Product as originally provided by SafeNet; and (ii) alleging actual or suspected defect or flaw in any SafeNet Product as modified by Partner.

11.3 SafeNet has the right to file a direct claim as an additional insured under Partner’s insurance in connection with an indemnifiable claim, and Partner shall be responsible for any applicable retentions.

11.4 Limitation of Liability. EXCEPT WITH RESPECT TO SECTIONS 8 THROUGH 11 AND A PARTNER’S BREACH OF ITS REPRESENTATIONS AND WARRANTIES AS PROVIDED FOR HEREIN: (A) NEITHER PARTY NOR ITS AFFILIATES, EMPLOYEES, OFFICERS, DIRECTORS, OR SUPPLIERS SHALL BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR STATUTORY DAMAGES RELATED TO ANY CAUSE OF ACTION ARISING OUT OF THIS AGREEMENT, EVEN IF FORESEEABLE TO THE BREACHING PARTY AND (B) NEITHER PARTY'S LIABILITY SHALL EXCEED FIFTY THOUSAND US DOLLARS ($50,000 USD).

SECTION 12. GENERAL PROVISIONS.

12.1 Assignment. This Agreement will bind and inure to the benefit of each party's permitted successors and assigns, provided however that Partner may only assign this Agreement with SafeNet’s prior written consent.

12.2 Force Majeure. Neither party is responsible for failure to perform non-financial obligations due to causes beyond its reasonable control.

12.3 Severability. If any provision hereof is deemed invalid or unenforceable, the remainder of this Agreement will remain in full force and effect.

12.4 No Waiver. A party’s failure to insist on strict performance or to exercise a right to which it is entitled will not prevent future enforcement of that or any other provision.

12.5 Governing Law and Jurisdiction. This Agreement is governed by the following laws, with disputes to be resolved exclusively in the forums set forth below. Each party waives any objection based on venue or inconvenient forum and hereby consents to the personal jurisdiction of such courts.

SafeNet Contracting Entity

Governing Law

Forum for Disputes

SFNT Germany GMBH

German Law

Munich Tribunal

SafeNet UK

English Law

Courts of London

SafeNet Technologies BV

English Law

Courts of London

SafeNet Australia Pty Ltd

Laws of New South Wales

Courts in Sydney, Australia

Nihon SafeNet KK

Laws of Japan

Courts in Tokyo, Japan

SafeNet India Pvt Ltd

Laws of India

Courts in New Delhi, India

SafeNet Asia Limited

Laws of Hong Kong

Courts in Hong Kong

SafeNet, Inc.

Laws of Texas (USA)

Courts of Travis County, TX

Gemalto do Brasil

Laws of Brazil

Courts in São Paulo, Brazil

Gemalto Mexico

Laws of Mexico

Courts in Mexico City, Mexico

 

12.6 No Agency. Partner and SafeNet are independent contractors. This Agreement does not create an agency, employment, or franchise relationship, nor does it create a joint venture, or legal partnership. Neither party shall be responsible for the other’s acts or omissions. Neither party is authorized to represent or obligate the other party in any way without their express written consent.

12.7 Amendment. This Agreement and the documents referenced herein, is the complete agreement between SafeNet and Partner regarding Partner’s authorization to resell Products and replaces any prior communications between Partner and SafeNet. Except where otherwise expressly stated herein, amendments to this Agreement must be express, in writing and signed by the duly authorized representatives of the Parties.

12.8 Notices. All notices, consents, and other communications hereunder must be given in writing and delivered to (a) For Partner, to the business manager identified in the Cipher Application; and (b) For SafeNet, to General Counsel – Enterprise and Cybersecurity Division, 9442 Capital of Texas Highway North, #100, Austin, TX, 78759. Notices shall be made: (a) by notification through the Cipher Partner Portal, via email, personal delivery, or (b) by prepaid overnight or courier service. Notices are deemed given on confirmation of delivery. Notwithstanding anything to the contrary in this Section 12, SafeNet may provide notice regarding revisions to the Program Guide, the Code of Ethics, the product list or Price List via email or the Cipher Partner Portal.

SECTION 13. DEFINITIONS.

“Affiliates” means, with respect to a Party, any other party which directly or indirectly controls, or is controlled by, or is under common control with, the specified Party. For purposes of the preceding sentence, “control” of a Party shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Party, or direct or indirect ownership (beneficially or of record) of, or 50% of the issued share capital of a company or the legal power to direct or cause the direction of the general management of the company.

“Authorization Email” means the most recent email issued by SafeNet to Partner confirming its acceptance as a Cipher Partner and sent to the address listed in the Cipher Application. The Authorization Email shall, for the duration expressly stated therein and in accordance with its terms, authorize Partner to: (a) to resell Products (if applicable) in the Territory; and (b) represent itself as a Cipher Partner for the specific Partner Type or Types set for therein. The Authorization Email may specify a Partner Level based on the criteria set forth in the Program Guide. With respect to OEM Partners, the Authorization Email will consist of two email notifications; 1) one email confirming acceptance as a Cipher OEM Partner and 2) one email articulating the approved SafeNet Licensed Product and OEM Bundled Product. The Authorization Email is hereby incorporated by reference into this Agreement, with binding effect.

“Authorized Supplier” means any third party entity retained by SafeNet to perform Support Services or Professional Services in connection with Products.“Cipher Application” means the online application Partner or its authorized Affiliate or subsidiary completes and submits to SafeNet. The Cipher Application is hereby incorporated by reference into this Agreement.

“Cipher Partner Portal” means the portal available at: https://cipherportal.safenet-inc.com/.

“Code of Ethics” means the Gemalto Code of Ethics (including any updates and however so named) available at: http://www.gemalto.com/companyinfo-site/about-site/download-site/Documents/code_ethics.pdf

“Confidential Information” shall mean any and all non-public information, including, information which is identified as confidential or proprietary by either Party or by the nature of which is clearly confidential, and includes, without limitation: (i) any software, as either source code or object code, the technology embedded in any product, and the technology, ideas, know-how, processes, algorithms and trade secrets embodied therein; (ii) information about product plans, marketing strategies, finance, operations, customer relationships, customer profiles, sales/customer prospects, sales estimates or the financial performance of either Party and its Affiliates; (iv) the terms and conditions of this Agreement; and (iv) the Program Guide, the Cipher Partner Portal and any username and password assigned to Partner or its representatives to access the Cipher Partner Portal.

“Denied Party” means a company or an individual subject to denial orders or otherwise restricted or prohibited from engaging in transactions, as listed by various governments or organizations (United Nation, United States, European Union, EU member states, Singapore, Hong Kong, etc). Such lists are made publicly available by the said organizations and governments.

“Distributor” means a company authorized by SafeNet to distribute Products and Support Services in the Territory through resellers to End Customers.

“Data Processing Addendum” or “DPA” means the data processing addendum as amended from time to time which is supplemental to a Terms of Service and is made available at https://cipherportal.safenet-inc.com or any successor website.

“Documentation” means any Product specific documentation and other materials provided or otherwise made available by SafeNet to Partner relating to the operation, specification, structure or use of the applicable Products (or any part thereof), as amended by SafeNet from time to time and as available at https://supportportal.gemalto.com/csm/, http://www2.gemalto.com/sas/implementation-guides.html (or their successor websites as directed by SafeNet) or as provided with delivery of Products.

“End Customer” means an enterprise customer to which Partner markets or sells Products for internal use.

“End User” means any individual user within an End Customer enterprise.

"End User License Agreement" or "EULA" means any end user license agreement made available by SafeNet either: (i) with delivery of software Product or hardware Product; or (ii) as provided within gemalto.com, and in either case that governs the use of software Products or embedded software in hardware Products by End Customers and their End Users;

Improvements” means modifications, enhancements, translations, derivative works, updates, upgrades, new versions or new releases, or other improvements to the Products.

“Intellectual Property Rights” means all current and future worldwide patents, utility models, copyrights, mask work rights, trade secrets, trademarks, and all other intellectual property rights and the related documentation or other tangible expression thereof.

“Mandatory Policies" means SafeNet's mandatory policies which are available at https://cipherportal.safenet-inc.com/, as amended by SafeNet from time to time

“OEM” means Original Equipment Manufacturer, as that term is more particularly defined in the Program Guide.

SafeNet Licensed Product” means the Product identified in the Cipher Application intended for distribution with the Partner product specifically identified in the Authorization Emailsas part of the OEM Bundled Product.

“OEM Bundled Product” means the finished product of an OEM, inclusive of SafeNet Product marketed and promoted pursuant to the terms of the Program Guide.

“Partner Level” means the designation applicable to partner’s participation as a Cipher Partner depending on actual sales activities as further detailed in the Program Guide.

“Partner Type” means the category of Cipher Partner designated in Partner’s Authorization Email.

“Partner Type Specific Terms” means the additional terms and conditions applicable to a certain category of Cipher Partner and located in the Program Guide and at https://cipherportal.safenet-inc.com, as amended by SafeNet from time to time.

“Personal Data” means data which relates to a living individual (whether in personal or family life, business or profession) who can be identified (a) from that data, or (b) from that data and other information which is in the possession of, or is likely to come into the possession of Partner.

“Products” means SafeNet hardware products, software products and/or the SaaS (Software as a Service) products, maintenance and support services, and/or Professional Services

“Professional Services” means professional services such as installation and integration, among others, resulting in Deliverables that SafeNet makes available to End Customers and as set forth at https://safenet.gemalto.com/data-protection/professional-services/ as may be amended by SafeNet from time to time.

“Program Guide” or “Cipher Program Guide” means the guide applicable to Partner’s activities as amended from time to time by SafeNet on thirty days’ notice and available at https://cipherportal.safenet-inc.com/ (or its successor website as directed by SafeNet).

“Reseller” means any company authorized by SafeNet to purchase Product from a Distributor for resale to End Customers.

SafeNet” means the SafeNet or SafeNet Affiliate contracting entity designated below based on the country of Partner’s registered address as communicated by Partner in its Cipher Application.

 

Partner Registered Address

SafeNet Contracting Entity

United States, Latin America and Caribbean

SafeNet, Inc.

Canada

SafeNet Canada Inc.

Germany

SFNT Germany GMBH

United Kingdom

SafeNet UK Ltd

Europe (Except Germany and United Kingdom)

SafeNet Technologies BV

Middle East

SafeNet Technologies BV

Africa

SafeNet Technologies BV

Australia and New Zealand

SafeNet Australia Pty Ltd

Japan

Nihon SafeNet KK

India

SafeNet India Pvt Ltd

Rest of Asia (except as provided above)

SafeNet Asia Limited

Brazil

Gemalto do Brasil

Mexico

Gemalto Mexico

 

“Service Provider” means a Service Provider as that term is more particularly defined in the Program Guide.

"SLA" means SafeNet's response and resolution times in respect of Support Services, and any Distributor, Service Provider, or Reseller obligations in connection therewith available at https://cipherportal.safenet-inc.com/, as amended by SafeNet from time to time.

“Support Services” means technical support and maintenance, and training and assistance, made available by SafeNet to the Distributor or to Resellers (as applicable) and as set forth at https://supportportal.gemalto.com/csm/?id=support_essentials , as may be amended by SafeNet from time to time.

“Technology Partner” means a Technology Partner as that term is more particularly defined in the Program Guide.

"Terms of Service" means the terms of service which are available at the SafeNet Portal at https://cipherportal.safenet-inc.com/ as may be amended by SafeNet from time to time or available with utilization of a software-as-a-service Product, as amended by SafeNet from time to time.

“Terms and Conditions of Sale” means the terms under which SafeNet provides Products directly to End Customers, as made available at the following link: https://safenet.gemalto.com/terms-conditions/

“Territory” means the territory designated in Partner’s Authorization Email.

SafeNet Trademark(s)” means any trademark and/or logo owned by SafeNet or its Affiliate(s) designated for use by Partners on the Cipher Partner Portal based on the Partner’s status as a Cipher Partner and/or its Partner’s Partner Level.

“Service Specific Terms” means the additional terms and conditions applicable to certain Products, aas provided for in the applicable Product or Service SLA and/or at https://cipherportal.safenet-inc.com, as amended by SafeNet from time to time.

“Solution” shall mean (a) the interoperation of Partner’s product(s) in conjunction with SafeNet Product(s), based on a mutually agreed Solution Development Plan; and/or (b) any developments by the parties in accordance with a Solution Development Plan.

“Solution Development Plan” (“Plan”) means a process method for the collaborative project between the Parties.