Partner Master Service Agreement

THIS PARTNER MASTER SERVICE AGREEMENT ("AGREEMENT") IS MADE BETWEEN SECURESLATE ("COMPANY") AND THE PARTNER ("YOU" OR "PARTNER") IDENTIFIED ON THE ORDER FORM.

By accepting this Agreement, you agree to be bound by its terms, effective upon the earlier of your download, installation, access, use, or express consent.

#1. Definitions

For purposes of this Agreement, the following terms shall have the meanings set forth below:

"Agreement" means this Partner Master Service Agreement, including all Order Forms and documents incorporated by reference, such as the Terms of Service.

"You" or "Partner" means the entity identified on the applicable Order Form.

"Services" means the services provided by SecureSlate, as described in the applicable Order Form.

"Client" means your customer to whom you provide the Services under a Client Agreement.

"Client Agreement" means a legally binding contract between you and your Client that incorporates SecureSlate's Terms of Service.

"Confidential Information" means any non-public information disclosed by SecureSlate, including business operations, security protocols, technical data, and other proprietary information.

"Documentation" means all guides, manuals, and training materials provided by SecureSlate in connection with the Services.

"Personal Data" means data relating to an identified or identifiable individual, as defined under the General Data Protection Regulation (Regulation (EU) 2016/679) (the "GDPR") and, where applicable, the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act (the "CCPA").

#2. Services

Company grants you a limited, non-exclusive, non-transferable license to access and use the Services solely for provisioning and reselling them to your Clients for their internal business purposes, subject to this Agreement.

You must ensure each Client Agreement incorporates Company's Terms of Service. You are responsible for your Clients' compliance with this Agreement and may not appoint subdistributors without Company's written consent.

Restrictions. You may not copy, modify, reverse engineer, or use the Services for unlawful purposes, competitive analysis, benchmarking, or to develop any products or services that compete with those offered by Company.

#3. Fees

3.1 Fees and Invoicing. You shall pay Company the fees specified on the applicable Order Form in United States dollars (USD), unless a different currency is expressly stated on the Order Form. Unless the Order Form states otherwise, Company will invoice you monthly in advance, and payment is due within 30 days of the invoice date. Fees are non-cancellable and non-refundable except as expressly set out in this Agreement.

3.2 Taxes.All fees are exclusive of taxes, duties, levies, and similar government assessments (including VAT, sales, and use taxes), which you are responsible for paying, other than taxes based on Company's net income. If Company is required to collect or remit such taxes, they will be added to the invoice.

3.3 Late Payments.Overdue amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, from the due date until paid. You shall reimburse Company for reasonable costs of collection, including attorneys' fees. Company may suspend the Services on 10 days' notice for non-payment, without prejudice to other remedies.

3.4 Fee Changes.Company may change fees by giving you 60 days' prior written notice (email is sufficient), effective at the start of the next renewal term.

3.5 Survival. Any fees and other amounts that have accrued or become payable before termination or expiration of this Agreement, together with any interest, collection costs, and audit rights relating to them, remain due and enforceable after termination and survive in accordance with Section 10.

#4. Confidential Information

You shall protect Confidential Information with reasonable care, use it only for providing Services to Clients, and not disclose it to third parties without Company's prior written consent.

Access and Data Handling Restrictions

• Access to Confidential Information shall be limited to your personnel who are directly involved in providing the Services to Clients and who are bound by confidentiality obligations no less restrictive than those set forth in this Agreement.
• You shall not copy, store, export, or otherwise retain any Confidential Information beyond what is necessary for the performance of this Agreement without prior written approval from the Company.
• Exceptions include information that is publicly known, already known to you without confidentiality obligations, or required to be disclosed by law (with prompt notice to Company). Obligations survive for 5 years post-termination, indefinitely for trade secrets.

Data Retention and Destruction

• You shall not retain Confidential Information beyond what is necessary for the performance of this Agreement.
• Upon termination of this Agreement or at any time upon Company's request, you shall promptly return or securely destroy all copies of the Confidential Information, including backups, in your possession or control, and certify such destruction in writing upon request.

Breach Notification

You shall immediately notify the Company in writing upon becoming aware of any actual or suspected unauthorized access to or use of Confidential Information. You shall cooperate with the Company in any investigation or remediation efforts related to such breach.

Legal Compliance

You shall comply with all applicable laws and regulations in connection with your handling of the Confidential Information, including but not limited to data protection and privacy laws (e.g., GDPR, CCPA).

#5. Data Protection

5.1 Roles.Company processes Personal Data as a data processor (and, where applicable, as a "service provider" under the CCPA) on behalf of you and your Clients, who act as data controllers (or "businesses" under the CCPA). Company does not sell or share (as those terms are defined under the CCPA) any Personal Data received from you or your Clients, and will not retain, use, or disclose Personal Data for any purpose other than the specific purpose of performing the Services or as otherwise permitted by the CCPA.

5.2 Compliance Obligations. Company shall: (i) process Personal Data only on your documented instructions and as necessary to provide the Services; (ii) implement appropriate technical and organizational measures to protect Personal Data, consistent with industry standards (e.g., SOC 2, ISO 27001); (iii) ensure that personnel authorized to process Personal Data are bound by confidentiality obligations; (iv) notify you without undue delay and in any event within 48 hours of becoming aware of a Personal Data breach, with sufficient detail to support compliance with GDPR Article 33 and applicable state-law breach notification obligations (including the CCPA); and (v) assist you in responding to data subject or consumer requests (including access, deletion, correction, portability, and opt-out of sale/sharing) within reasonable timeframes.

5.3 Subprocessors. Company may engage subprocessors to deliver the Services, subject to contracts imposing data protection obligations equivalent to those in this Agreement and consistent with the GDPR and CCPA. Company will notify you of new subprocessors and allow 14 days for reasonable objection.

5.4 International Transfers. If Personal Data is transferred to a jurisdiction outside the European Economic Area or the United Kingdom, the transfer will be made pursuant to an adequacy decision or an appropriate safeguard recognized under Article 46 of the GDPR (including the Standard Contractual Clauses), as applicable.

5.5 Warranties and Assistance. You warrant that your instructions, notices, and Client consents are lawful and sufficient under the GDPR, the CCPA, and any other applicable data protection laws, and that you have the right to provide the Personal Data to Company. You shall assist Company, at your cost if excessive, in complying with data protection laws, including responding to data subject or consumer requests.

5.6 Return or Deletion. Upon termination or expiration of this Agreement, Company will, at your option, return or delete all Personal Data within 60 days, unless required by law to retain it.

#6. Proprietary Rights

Company retains all intellectual property rights in the Services and Documentation. You retain rights to your data. Company may use anonymized data for service improvements.

#7. Warranties

Company warrants that Services conform to Documentation and comply with data protection laws. Your sole remedy for breach is correction or a pro-rata refund.

Services are provided "as is," with no warranties of merchantability, fitness, or non-infringement.

#8. Indemnification

You shall indemnify Company against claims arising from your or your Clients' misuse of Services, breaches of this Agreement, or violations of law.

Company shall indemnify you against third-party intellectual property claims, provided you notify Company promptly and cooperate in defense.

#9. Limitation of Liability

Neither party is liable for indirect, punitive, or consequential damages, except for breaches of confidentiality, indemnification, or non-payment.

Company's total liability is capped at fees paid by you in the 12 months preceding a claim.

#10. Termination

Either party may terminate for material breach with 30 days' notice (10 days for non-payment). Upon termination, you must cease provisioning Services, and licenses terminate, except for Client subscriptions that continue until the end of their contractual term.

Upon termination or expiration, all fees and other amounts accrued or payable before the effective date of termination remain due and payable within 15 days. Sections 1 (Definitions), 3 (Fees, including §3.5 Survival), 4 (Confidential Information), 5 (Data Protection), 6 (Proprietary Rights), 7 (Warranties), 8 (Indemnification), 9 (Limitation of Liability), 11 (Governing Law), 12 (Audit Rights), and 13 (No Solicitation of Clients) survive termination in accordance with their terms.

Any breach of the Confidential Information provisions may cause irreparable harm to the Company for which monetary damages may be inadequate. The Company shall be entitled to seek injunctive or equitable relief to prevent or curtail any actual or threatened breach, in addition to any other remedies available at law.

#11. Governing Law

This Agreement is governed by the laws of England and Wales, with disputes resolved in the courts of England and Wales.

#12. Audit Rights

Company shall have the right, upon reasonable notice and during normal business hours, to audit your compliance with this Agreement, including but not limited to your handling of Confidential Information and Personal Data. You shall cooperate fully with such audits and provide all necessary access and information.

#13. No Solicitation of Clients

You shall not contact or solicit any client of the Company whose data is accessed or reviewed during the provision of Services, unless expressly authorized in writing by the Company. You shall not offer any incentives to such clients to engage in business with you or third parties.