ZOOLZ RESELLER TERMS OF SERVICE

This Genie9 Reseller Agreement (this “Agreement”) is between Genie9, LTD (“we“ or “Genie9”) and the reseller who signs below (“you” or “Reseller” ) and governs Reseller’s resale of the Genie9 Zoolz Services.

1. DEFINED TERMS. The following words, when capitalized in this Agreement, have the meanings indicated:

“Acceptable Use Policy” or “AUP” means the Genie9 Acceptable Use Policy incorporated into the End User Terms, as it may be modified from time to time pursuant to this Agreement.

“Agreement” means: (i) this Genie9 Reseller Agreement, (ii) the End User Terms and all other Exhibits and attachments to this Genie9 Reseller Agreement, (iii) any Order for services placed by Reseller in connection with this Agreement, and (iv) the documents incorporated by reference in any of them.

“AWS” means the Amazon Web Services.

“Us” means both parties of the agreement; reseller and Genie9

“Confidential Information” means all information disclosed by either party (Genie9 or Reseller), whether before or after the effective date of the Agreement, that the recipient should be considered confidential, including: (i) for you, all information transmitted to or from, or stored on, AWS by your End Users, (ii) for Genie9, unpublished prices and other terms of service, audit and security reports, product development plans, data center designs (including non-graphic information you may observe on a tour of a data center), server configuration designs, and other proprietary information or technology, and (iii) for both Genie9 and Reseller, information that is marked or otherwise conspicuously designated as confidential. Information that is developed by either party (Genie9 or Reseller) on their own, without reference to the other’s Confidential Information, or that becomes available to the other party; other than through violation of the Agreement or applicable law, shall not be “Confidential Information” of the other party.

“End Users” means your customers or other persons to whom you are reselling or providing the Services.

“End User Terms” means the Terms and Conditions for Zoolz Backup Service attached as Exhibit C to this Agreement

“Software” means: (i) the reseller version of the Zoolz Software Edition, known as

Zoolz Backup, Zoolz Mobile App (ii) and/or any other software that we may provide to you as part of the Services, and (iii) any updates, bug fixes, and successor versions or revisions that we may provide to you from time to time to supplement or replace any of the foregoing.

“Order” means either: (i) an online order that you submit to Genie9 via the Zoolz website, or (ii) any other written order (either in electronic or paper form) provided to you by Genie9 for signature that describes the Services you are purchasing, and that is signed by you, either manually or electronically.

“Services” means: the services described in this Agreement or in any subsequent Order, including the right to use the Software and AWS, and any optional service you may elect to purchase, plus such support for those services as Genie9 makes available to you.

2. RESALE OF SERVICES. Contingent on Genie9 acceptance of your application to participate in the Genie9 Reseller Program, and subject to the terms of this Agreement, you are hereby granted the non-exclusive, non-transferable right to resell the Services for the term of this Agreement. You may not use the Software or other Services provided pursuant to this Agreement for your internal business purposes. If you wish to use Zoolz software or services for your internal business purposes, you must enter into a separate agreement with Genie9 governing internal use. For the avoidance of doubt, the right provided to you hereunder is limited to the resale of the Service.

2. MARKETING/PUBLICITY

1. Marketing Materials and Activities. Any marketing activities you undertake will be at your sole expense unless otherwise agreed in advance in writing. You must conduct your activities in connection with this Agreement in compliance with applicable laws and regulations. You must not represent that the Services have any qualities or features other than those described in Genie9 Zoolz online materials or other material provided to you by Genie9.

2. Email Marketing. We may terminate this Agreement for breach if any spam complaints naming Zoolz or Genie9 result from your marketing activities, without prejudice to any other rights and/or remedies that may arise as a result.

3. Trademarks. Neither Genie9 nor Reseller may use the other’s names, logos, trademarks, trade names, domain names, or other identifying indicia without the other party’s prior written consent. Specifically, but without limitation, you may not market the Services using the “Zoolz” brand.

4. Publicity. Neither Genie9 nor Reseller may issue any press release or other publicity regarding our relationship without the other’s advance written consent. Neither Genie9 nor Reseller may disparage the other in any manner or engage in any conduct that is harmful to the reputation of the other.

5. Representation. You represent and warrant to Genie9 that you have not been and are not currently the subject of any investigation or legal proceeding of any kind in relation to spamming or the violation of any consumer protection or deceptive trade practices law or regulation, and that you will promptly notify Genie9 if you become the subject of any such investigation or proceeding during the term of this Agreement.

2. END USERS

1. End User Terms. Prior to enabling the Services for any End User, you must require the End User to accept the applicable End User Terms. You may not modify the End User Terms via any separate agreement with your End Users. You must enforce the End User Terms, including the Acceptable Use Policy incorporated in the End User Terms. At Genie9’s request you must immediately terminate the Services of any End User who is in breach of the End User Terms.

2. Support. Unless you have made special arrangements, Genie9 will not provide support directly to your End Users, and you agree that you will not refer your End Users to Genie9 for direct support.

3. Fees. You will establish the fees you charge your End Users in your sole discretion. You acknowledge that you are liable under the Agreement for the fees due to Genie9 for Services regardless of whether your End Users pay amounts due to you in connection with their accounts.

4. Responsibility for Use of the Services by End Users. You are responsible to Genie9 for your End User’s violation of the Agreement or the End User Terms to the same extent as if you had committed the violation yourself, even if the violation was not authorized by you. You are responsible to Genie9 for all Services fees arising from your End Users' use of the Services, even if the use was not authorized by you.

2. BRANDING. Reseller should provide Genie9 with all branding materials stipulated under Exhibit B and any other material that may be requested from time to time by Genie9. Upon receipt of the aforementioned branding materials up to its full satisfaction, Genie9 shall use its best efforts to provide Reseller with a re-branded Software within a period not exceeding 30 days from the date all the branding materials were fully received by GENIE9 for the scope described in EXHIBIT B. Additional requests (IF ANY) are excluded from the 30 day period.

2. ADDITIONAL OBLIGATIONS. You agree to do each of the following: (i) comply with applicable law and the Genie9 Acceptable Use Policy, (ii) pay when due the fees for the Services, (iii) use reasonable security precautions in light of your use of the Services, (iv) cooperate with Genie9’s reasonable investigation of outages, security problems, and any suspected breach of the Agreement, (v) keep your billing contact and other account information up to date; (vi) immediately notify Genie9 of any unauthorized use of your reseller account or an End User account or any other breach of security; and (vii) comply with our reasonable restrictions on the total size of files or objects. In the event of a dispute between us regarding the interpretation of applicable law or the AUP, Genie9’s reasonable determination shall control.

2. TERM. The initial term of this Agreement begins on the Effective Date stated below and continues for twelve (12) months. Upon expiration of the initial term, this Agreement shall automatically renew for consecutive renewal terms of twelve (12) months each, unless and until the requester to terminate (Reseller or Genie9) sends a written notice of non-renewal at least thirty (30) days prior to the expiration of the initial term and recipient accepts to terminate, or then-current renewal term, as applicable.

2. TERMINATION FOR CONVENIENCE. GENIE9 shall have the right to terminate this Agreement at any time and for whatsoever reason upon providing Reseller with a 15 days written notice, without prejudice to any rights and/or remedies that may arise as a result of such a termination.

2. TERMINATION FOR BREACH. We may terminate the Agreement for breach on 15 days written notice if: (i) we discover that the information you provided to Genie9 about yourself or your proposed use of the Services was materially inaccurate or incomplete, or we determine, in our reasonable discretion, that there is evidence of fraud in connection with your Services, (ii) if you are an individual, you were not at least 18 years old or otherwise did not have the legal capacity to enter into the Agreement at the time you signed this Agreement, or if you are an entity or fiduciary, the individual submitting this Agreement did not have the legal right or authority to enter into the Agreement on behalf of the person represented to be the customer, (iii) your payment of any invoiced amount is overdue and you do not pay the overdue amount within three (3) days of our written notice, (iv) a credit report indicates you no longer meet our reasonable credit criteria, provided that if we terminate on this grounds we must give you a reasonable opportunity to migrate your files from AWS in an orderly fashion; (v) you fail to enforce your End Users’ compliance with the End User Terms, or (vi) you fail to comply with any other provision of the Agreement and do not remedy the failure, up to the full satisfaction of Genie9 within thirty (30) days of our notice to you describing the failure.

You may terminate the Agreement for breach on written notice if: (i) we materially fail to provide the Services as agreed and do not remedy that failure within fourteen (14) days of your written notice describing the failure.

2. CHANGES TO RESELLER PROGRAM. Genie9 may change the Reseller Program eligibility criteria at any time in its sole discretion. If you do not meet the revised eligibility criteria, Genie9 may terminate your participation in the Reseller Program, provided that Genie9 must give you at least sixty (60) days advance written notice of termination on these grounds, and must refund any prepaid unused fees for the Services.

2. FEES. Genie9 will charge you the recurring and non-recurring fees described on the website. Unless you have made other arrangements, Genie9 will charge your credit card without invoice as follows: (i) for recurring fees, either in advance on or around the first day of each billing cycle, or, at Genie9’s option, in arrears with your non-recurring fees; and (ii) for non-recurring fees (such as storage) on or around the date incurred, or on or around the first day of the billing cycle that follows the date incurred, at Genie9’s option. Unless otherwise agreed in an Order, your billing cycle will be as specified by selecting the term from the Zoolz reseller pricing page, beginning on the date that Genie9 first makes the Services available to you. Genie9 may suspend all services (including services provided pursuant to any unrelated Order or other agreement we may have with you) if charges to your credit card are rejected or charged back for any reason.

2. SUSPENSION. We may suspend your Services without liability if: (i) we reasonably believe that the Services are being used in violation of the Agreement; (ii) you don’t cooperate with our reasonable investigation of any suspected violation of the Agreement; (iii) we reasonably believe that your Services have been accessed or manipulated by a third party without your consent, or (iv) as required by law. We will give you reasonable advance notice of a suspension under this paragraph and a chance to cure the grounds on which the suspension are based, unless we determine in our reasonable commercial judgment that a suspension on shorter or contemporaneous notice is necessary to protect Genie Zoolz Software or its other customers from imminent and significant operational or security risk. If the suspension was based on your breach of your obligations under the Agreement, then we may continue to charges you the fees for the Services during the suspension, and may charge you a reasonable reinstatement fee (not to exceed $150) upon reinstatement of the Services.

2. ACCESS TO DATA/BACK UPS. You will not have access to the data stored on AWS during a suspension or following termination. You agree to keep a current and reliable copy of all the stored files. Genie9 has no obligation to help you recover files that you or your End Users may inadvertently delete or corrupt.

2. RESPONSIBLITY FOR USE OF THE SERVICES. You are responsible to Genie9 for the violation of the Agreement by any employee or agent of yours, any other person to whom you have given access to the Services, and any person who gains access to the files or the Services as a result of your failure to use reasonable security precautions, to the same extent as if you had committed the violation yourself, even if such violation was not authorized by you. You are responsible to Genie9 for any fees arising from the use of the Services by any of these persons, even if that use was not authorized by you.

2. WARRANTY AND WARRANTY DISCLAIMERS. We warrant that the Services and the Software will conform to the documentation we provide either online or with the Software. You sole and exclusive remedy for our breach of this warranty will be a refund of the fees for the billing period during which you notified Genie9 of your warranty claim.

We do not promise that the Services will be uninterrupted, error-free, or completely secure. You acknowledge that there are risks inherent in Internet connectivity that could result in the loss of your privacy, Confidential Information, and property. We disclaim any and all warranties not expressly stated in the Agreement including the implied warranties of merchantability, fitness for a particular purpose, and noninfringement. You are solely responsible for the suitability of the service chosen. Any services that we may perform for you at your request, and without any additional charge, that we are not contractually obligated to provide are provided on an AS IS basis.

2. EXPORT MATTERS. You represent and warrant that you are not on the United States Department of Treasury, Office of Foreign Asset Controls list of Specially Designated National and Blocked Persons and are not otherwise a person to whom Genie9 is legally prohibited to provide the Services. You may not use the Services for the development, design, manufacture, production, stockpiling, or use of nuclear, chemical or biological weapons, weapons of mass destruction, or missiles, in a country listed in Country Groups D: 4 and D: 3, as set forth in Supplement No. 1 to the Part 740 of the United States Export

Administration Regulations, nor may you provide access to the Service to any person (including any natural person or government or private entity ) that is located in or is a national of any country that is embargoed or highly restricted under United States export regulations. The Software contains “strong encryption” that is controlled for export by United States law and the laws of other countries.

2. CONFIDENTIAL INFORMATION. Each of us agrees not to use the other’s Confidential Information except in connection with the performance or use of the Services, as applicable, the exercise of our respective legal rights under the Agreement, or as may be required by law. Both Genie9 and Reseller agree not to disclose the other’s Confidential Information to any third person except as follows:

1. to Reseller or Genie9’s respective service providers, agents and representatives, provided that such service providers, agents or representatives agree to confidentiality measures that are at least as stringent as those stated in this Agreement.

2. to law enforcement or government agency if required by a subpoena or other compulsory legal process, or if either Genie9 or Reseller believes, in good faith, that the Confidential Information reflects conduct that may violate applicable law;

3. as required by law; or

4. in response to a subpoena or other compulsory legal process, provided that both Genie9 and Reseller agree to give the other written notice of at least seven (7) days prior to disclosing Confidential Information under this subsection (or prompt notice in advance of disclosure, if seven days advance notice is not reasonably feasible), unless the law forbids such notice.

2. LIMITATION ON DAMAGES.

Neither Genie9 nor Reseller (nor any of our employees, agents, affiliates or suppliers) are liable to the other for any lost profits or any other indirect, special, incidental or consequential loss or damages of any kind, or for any loss that could have been avoided by the damaged party’s use of reasonable diligence, even if the party responsible for the damages has been advised or should be aware of the possibility of such damages. In no event shall either of Genie9 nor Reseller are liable to the other for any punitive damages.

Notwithstanding anything in the Agreement to the contrary, except for liability based on willful misconduct or fraudulent misrepresentation, and liability for death or personal injury resulting from Genie9’s negligence, the maximum aggregate monetary liability of Genie9 and any of its employees, agents, suppliers, or affiliates in connection with the Services, the Software, the Agreement, and any act or omission related to the Services, the Software, or the Agreement, under any theory of law (including breach of contract, tort, strict liability, and infringement) shall not exceed the greater of One Hundred Dollars ($100.00) or the amount paid for the Services that are the subject of the claim during the three months prior to the occurrence of the events giving rise to the claim.

2. INDEMNIFICATION. If we, our affiliates, or any of our or their respective employees, agents, or suppliers (the “Genie9 Indemnitees”) is faced with either: (i) a legal claim by a third party arising out of your actual or alleged gross negligence, willful misconduct, violation of law, failure to meet the security obligations required by the Agreement, violation of the AUP, or violation of Section 16 (Export Matters) of this Agreement, or (ii) any legal claim by your End Users, then you will pay the cost of defending the claim (including reasonable attorney fees) and any damages award, fine or other amount that is imposed on the Genie9 Indemnitees as a result of the claim. Your obligations under this subsection include claims arising out of the acts or omissions of your employees, any other person to whom you have given access to the Services, and any person who gains access to the Services as a result of your failure to use reasonable security precautions, even if the acts or omissions of such persons were not authorized by you. We will choose legal counsel to make decisions regarding the defense of the claim, provided that these decisions must be reasonable and must be promptly communicated to you. We may not settle the claim without your consent, although such consent may not be unreasonably withheld. You must pay expenses due under this Section as we incur them.

2. CHANGES TO THE ACCEPTABLE USE POLICY. We may change our Acceptable Use Policy provided that any changes are reasonable and consistent with applicable law. Any such changes made during the term of your Agreement will become effective as to you upon the first to occur of: (i) renewal, or (ii) ten (10) days following our notice to you describing the change..

2. NOTICES. Your routine communications regarding the Services should be sent to your Genie9 account team using your Genie9 support portal. If you want to give us a notice regarding termination of the Agreement for breach, indemnification, or other non-routine legal matter, you must give such notice in writing and send it by electronic mail and first class mail to:

Genie9 LTD

Attn: Muayyad Shehadeh

International House, 124 Cromwell Road

Kensington,

London, SW7 4ET

United Kingdom

Genie9’s routine communications regarding the Services and legal notices will be sent to the individual(s) you designate as your contact(s) on your account either by electronic mail or overnight courier. Notices are deemed received as of the time delivered, or if that time does not fall within a business day, as defined below, as of the beginning of the first business day following the time delivered. For purposes of counting days for notice periods, the business day on which the notice is deemed received counts as the first day. Notices must be given in the English language.

2. OWNERSHIP OF INTELLECTUAL PROPERTY

Each of us retains all right, title and interest in and to our respective trade secrets, inventions, copyrights, and other intellectual property. Any intellectual property developed by Genie9 during the performance of the Services shall belong to Genie9 unless we have agreed with you in advance in writing that you shall have an interest in the intellectual property.

2. RESELLER CUSTOMERS: Genie9 will never solicit/Access/Contact Reseller end users customers info, or any Reseller business partners or channels such us (distributors, resellers or affiliates). Unless consented by you in a written consent.
   
   
   

3. ASSIGNMENT/SUBCONTRACTORS

You may not assign the Agreement or sublicense the Software without Genie9’s prior written consent. We may assign the Agreement in whole or in part as part of a corporate reorganization or a sale of our business, and we may transfer your Confidential Information as part of any such transaction. Genie9 may use third party service providers to perform all or any part of the Services, but Genie9 remains responsible to you under this Agreement for work performed by its third party service providers to the same extent as if Genie9 performed the Services itself.

2. FORCE MAJEURE

Neither of us will be in violation of the Agreement if the failure to perform the obligation is due to an event beyond our control, such as significant failure of a part of the power grid, significant failure of the Internet, natural disaster, war, riot, insurrection, epidemic, strikes or other organized labor action, terrorism, or other events of a magnitude or type for which precautions are not generally taken in the industry.

2. GOVERNING LAW, LAWSUITS

These Terms will be governed by English Law and disputes relating to them will be submitted to the exclusive jurisdiction of the English courts.

2. EVALUATION USE OF SERVICES

If Genie9 authorizes your use of the Services without charge on an evaluation or trial basis, then notwithstanding anything to the contrary herein, Genie9 provides the evaluation Services “AS IS” with no representation or warranty. You must stop using the Services at the end of your designated trial period or any time that Genie9 revokes your trial use rights.

2. MISCELLANEOUS

There are no third party beneficiaries to the Agreement, meaning that third parties do not have any rights against either of us under the Agreement. Genie9 retains all rights in the Software except for the rights expressly granted in this Section. Restricted Rights: If the Services are paid for with United States federal government funds or are intended for use within or for any United States federal agency, the Software is provided with “Restricted Rights” as defined in DFARS 252.227-7013, Rights in Technical Data and Computer Software and FAR 52.227-14, Rights in Data-General, including Alternate III, as applicable. You must notify Genie9 in advance if you are a federal government entity or are using federal government funds to pay for your use of the Service. The parties agree that they are independent contractors and that neither of them has any fiduciary duty to the other. Neither party is the agent of the other. Neither party may represent to any person that it has the power to bind the other on any service contract or other agreement or take any action reasonably likely to lead the public to believe that it is the agent or representative of the other. The Agreement is non-exclusive. Either party may provide services of the type described herein to any person, including a competitor of the other party. Neither party agrees to provide the other with any type of exclusivity in any market segment or geographical region. Except as provided in Section 21 (Changes to the AUP) above, the Agreement may be modified only by a formal document signed by both parties. If any part of the Agreement is found unenforceable by a court or other tribunal, the rest of the Agreement will nonetheless continue in effect and we agree that the tribunal may reform the unenforceable part if it is possible to do so consistent with the material economic incentives of the parties resulting in this Agreement. Each of us may enforce each of our respective rights under the Agreement even if we have waived the right or failed to enforce the same or other rights in the past. The captions in the Agreement are for convenience only and are not part of the Agreement. The use of the word “including” in the Agreement shall be read to mean “including without limitation.” Sections 17, 18, 19 of this Agreement and all other provisions that by their nature are intended to survive expiration or termination of the Agreement shall survive expiration or termination of the Agreement