SECURECO PARTNERSHIP PROGRAM TERMS AND CONDITIONS

These Terms and Conditions and the non-conflicting provisions in any quotation, acknowledgement or invoice from SecureCo, Inc. (“SecureCo”) (collectively, this “Agreement”) govern in all respects the relationship between SecureCo and you (“you” or “Partner”) under the SecureCo Partnership Program (the “Program”).  In the event of any conflict between this Agreement and any other document or instrument submitted by you, this Agreement will govern.

1.      Prices. Prices are those in effect when SecureCo accepts a purchase or work order. SecureCo may accept or reject purchase or work orders in its sole discretion.  All prices, models and material specifications are subject to change or withdrawal by SecureCo without notice.

2.      Payment; Prices.  Within forty-five (45) days following the end of each calendar quarter SecureCo will render payment for all sales due to you for the previous calendar quarter pursuant to the Program along with an accounting of such sales.  Not more than once per year, Partner may audit SecureCo’s books and records that relate to such sales to ensure compliance with this Agreement upon at least ten (10) business days’ notice.  All payments shall be made by wire transfer of immediately available.  All prices are quoted, and will be paid, in United States dollars, or as otherwise specified on the quotation.  SecureCo may revise prices, dates of deliver and warranties in its sole discretion.

3.      Warranty Disclaimer; Limitation of Liability. SECURECO HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, WITH RESPECT TO ANY PRODUCTS OR SERVICES PROVIDED HEREUNDER INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.  SecureCo’s total liability under this Agreement, whether in law, equity, contract, infringement, negligence, strict liability or other otherwise, shall not exceed the price paid for the products or services giving rise to the claim.  Under no circumstances shall SecureCo be liable for special, incidental, indirect, punitive or consequential damages for any reason.  “Consequential damages” includes, without limitation, loss of anticipated profits; business interruption; loss of use, revenue, reputation or data; costs incurred, including without limitation, costs for capital; and loss or damage to property or equipment.  Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.  Any action arising under or relating to this Agreement, (whether based in law, equity, contract, infringement, negligence, strict liability, other tort or otherwise), must be commenced with one year after the date of delivery of the products or services.  SecureCo has set its prices and entered into this Agreement in reliance upon the limitations of liability and other terms and conditions specified herein, which allocate the risk between you and SecureCo and form a basis of this bargain between the parties.

4.               Excuse of Performance. SecureCo has no liability for non-performance due to acts of God; acts of Partner; war (declared or undeclared); terrorism or other criminal conduct; fire; flood; weather; sabotage; strikes, or labor or civil disturbances; governmental requests, restrictions, laws, regulations, orders, omissions or actions; default of suppliers or other inability to obtain necessary materials; epidemics; embargoes or any other events or causes beyond SecureCo's reasonable control (each, a “Force Majeure Event”). Performance may be suspended for an appropriate period of time or canceled by SecureCo upon notice to you in the event of a Force Majeure Event, but the remainder of this Agreement will otherwise remain unaffected as a result of the Force Majeure Event.  If SecureCo determines that its ability to perform services or the total demand for products is hindered, limited or made impracticable due to a Force Majeure Event, SecureCo may delay delivery of products or services. 

5.      Laws and Regulations. Partner shall at all times comply with all federal, state, or local laws, regulations and directives (“Laws”) relating to the installation, operation or use of SecureCo’s products or services.  Partner shall comply with all applicable Laws related to anti-bribery or anti-corruption legislation (including without limitation the U.S. Foreign Corrupt Practices Act of 1977 and all national, state, provincial or territorial anti-bribery and anticorruption statutes) and, as such, will make no offer, payment or gift, will not promise to pay or give, and will not authorize, directly or indirectly, the promise or payment of, any money or anything of value to any government official, any political party or its officials, or any person while knowing or having reason to know that all or a portion of such money or item of value will be offered, given or promised for the purpose of influencing any decision or act to assist SecureCo or Partner or otherwise obtaining any improper advantage or benefit.  Certain products and services may be subject to export controls under the Laws of the US and other countries.  Partner must comply with all such Laws and not export, re-export or transfer, directly or indirectly, any such product or service except in compliance with such Laws.

6.      Drawings. Any designs, specifications, drawings or other information submitted to you remain the exclusive property of SecureCo.  Partner shall not, without SecureCo’s prior written consent, copy such information or disclose such information to a third party.

7.      Relationship of the Parties. The parties intend that the relationship between them created under this Agreement is that of independent contractors only, and nothing contained herein is intended to create any other relationship between the parties.  Partner is not to be considered, and shall not construe itself to be, an employee, agent, joint venturer or partner of SecureCo for any purpose whatsoever. Neither party is granted any right or authority to assume or create any obligation or responsibility for, or on behalf of, the other party or to otherwise bind the other party in any way

8.      Use of SecureCo's Name.  Use of SecureCo's name in any press releases, advertisements, trade shows, posters, reference lists, or similar public announcements must first be submitted to SecureCo for review and approval.

9.      Termination. This Agreement is subject to SecureCo’s revocation or cancellation at any time, without liability, provided that SecureCo shall be responsible for payment for any Partner revenue shares due on all sales from applicable registered end customers through the day of such revocation or cancellation, and, as applicable, for any subsequent revenue shares due to Partner from registered end customer expansions and renewals.

10.   Indemnification. Partner shall defend and indemnify SecureCo from all claims, losses, damages, liabilities, costs, professional fees or expenses of any kind incurred as a result of, or arising from Partner’s:  (a) breach of this Agreement, (b) negligent acts or omissions; and/or (c) failure to comply with applicable Law.

11.   Confidentiality.  For purposes of this Agreement, “Confidential Information” means any data or information furnished by the disclosing party (the “Discloser”) to the receiving party (the “Recipient”) that is proprietary to the Discloser or any of the Discloser’s affiliates, clients, consultants, or advisors and is not generally known to the public, whether in tangible or intangible form, whenever and however disclosed, including, but not limited to: (a) relationships with buyers, sellers, distributors, re-sellers, facilitators and any agents of any of the foregoing; (b) opportunities that are presented and being negotiated by a party; (c) any other information that should reasonably be recognized as confidential information of the Discloser or its affiliates.  Recipient will not use or disclose Discloser’s Confidential Information, except as necessary to perform its obligations under this Agreement or as otherwise agreed in writing.  At any time upon reasonable written request, Recipient will promptly return to Discloser all Confidential Information it has in its possession. The parties expressly acknowledge that damages alone will be an inadequate remedy for any breach or violation of the provisions of this Section and in view of the difficulties of placing a monetary value on any such breach, the Discloser will be entitled to a preliminary and final injunction to prevent any breach or further breach of this Section.  This remedy is separate and apart from any other remedy the Discloser may have at law or in equity.  The party who has breached this Section will not raise the defense of an adequate remedy at law.

12.   General Provisions. This Agreement constitutes the entire agreement between the parties and supersedes all other communications between the parties relating to the subject matter hereof.  No conditions, usage or trade, course of dealing or performance, understanding or agreement purporting to modify, vary, explain, reject, or supplement this Agreement shall be binding unless made in writing and signed by both parties, expressly and specifically referencing this Agreement, and no modification or objection shall be caused by SecureCo's receipt, acknowledgment, or acceptance of purchase or work orders or other documentation containing different or additional terms to those set forth herein.  No waiver by either party with respect to any breach or default or of any right or remedy and no course of dealing, shall be deemed to constitute a continuing waiver of any other breach or default or of any other right or remedy, unless such waiver is expressed in a writing signed by both parties, specifically referencing this Agreement.  Nothing in this Agreement confers upon any person other than SecureCo and Partner any right or remedy under or by reason of this Agreement.  This Agreement is governed by the laws of the State of Delaware, without giving effect to its conflict of laws rules, and the parties consent to the exclusive jurisdiction and venue of the federal and state courts located in such State.  The application of the United Nations Convention on Contracts for the International Sale of Goods does not apply  All typographical or clerical errors made by SecureCo in any quotation, acknowledgment or publication are subject to correction.