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 applicable data protection laws such as GDPR and 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. 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).

#4. Data Protection

Company processes Personal Data in accordance with applicable laws (e.g., GDPR, CCPA). You warrant that your instructions and Client consents are lawful. Company may use subprocessors with equivalent obligations, notifying you of changes.

You shall assist Company in complying with data protection laws, including responding to data subject requests.

Upon termination, Company will return or delete Personal Data within 60 days, unless required by law to retain it.

#5. 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.

#6. 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.

#7. 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.

#8. 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.

#9. 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.

Surviving sections include Definitions, Fees, Confidential Information, Data Protection, Proprietary Rights, Warranties, Indemnification, Limitation of Liability, Governing Law, and Audit Rights.

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.

#10. Governing Law

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

#11. 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.

#12. 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.