KASPERSKY GREEN TEAM PARTNER TERMS AND CONDITIONS

THIS IS A LEGAL AGREEMENT BETWEEN YOUR COMPANY ( Partner ) AND KASPERSKY LAB, INC., ITS AFFILIATES AND EACH OF THEIR SUCCESSORS AND ASSIGNS (collectively,  Kaspersky ). BY CLICKING THE "I ACCEPT" BUTTON, YOU AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT ON BEHALF OF YOUR COMPANY AND YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THE COMPANY TO THIS AGREEMENT. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MUST SELECT THE "I DECLINE" BUTTON.

1. APPOINTMENT AND TERRITORY.. Kaspersky appoints Partner and Partner accepts such appointment as Kaspersky's non-exclusive, independent reseller of only those software products (the  Software Products ) listed on the web page located at http://portal.kasperskyusa.com/products/price-list.php (the  Partner Web Page ) in the United States of America and Canada (the  Territory ) to unaffiliated third party end user customers in the Territory for delivery and use in the Territory. Kaspersky reserves the right to modify the Territory and, applicable Software Products, support services and the like upon prior written notice. Partner acknowledges that its appointment under this Agreement is non-exclusive, that it obtains no exclusive rights in any geographic area, commercial market segment and/or country for any Kaspersky software products, that it will not resell Software Products outside of the Territory and that Kaspersky may appoint additional partners, distributors, OEMs or other entities to, directly or indirectly, license and/or support Software Products in the Territory or elsewhere without liability or obligation to Partner. Partner may not provide the Software Products to any parties other than unaffiliated third party end user customers in the Territory. Without limitation, Partner may not provide the Software Products to other resellers.

2. GREEN TEAM CHANNEL PROGRAM. Partner has agreed to participation in the Kaspersky Green Team Channel Program (the  Program ) listed on the click and accept contract URL that partner acknowledges has been received via email prior to acceptance of this Agreement. Partner agrees to use commercially reasonable best efforts to perform the obligations and meet the revenue goals applicable to the mutually agreed upon level as described on http://usa.kaspersky.com/partners/green-team.php. In consideration, Kaspersky will provide Partner with the benefits applicable to the agreed upon level as described on http://usa.kaspersky.com/partners/green-team.php. If Partner does not meet the requirements of the selected level, or if Kaspersky in its sole discretion determines that it is possible that Partner may not meet the requirements, Kaspersky in its sole discretion may move Partner to a lower level or remove Partner from the Program.

3. PARTNER'S REPRESENTATIONS AND OBLIGATIONS.

1. Partner's Representations. Partner represents that it has and will maintain at all times the facilities, resources, inventory, personnel and experience and will use its best efforts to market, support, and/or resell the Software Products in the Territory and to perform its obligations under this Agreement. Partner will resell Software Products directly to end users or through other entities as may, from time to time, be authorized by Kaspersky in the Territory for internal use and will not cause Software Products to be sold or exported outside the Territory without the express written consent of Kaspersky. Partner's agreements with its customers will prohibit the license or export of Software Products outside the Territory without the express written consent of Kaspersky and Partner. Partner will not private label or brand the Software Products with Partner's name or logo or that of a third party. Immediately following execution of this Agreement, Partner will provide Kaspersky with non-binding forecasts of expected sales of Software Products for the next three (3) months, by month, and the next twelve (12) months, by quarter. Partner and Kaspersky will meet in person or by telephone at least once each calendar quarter or as otherwise mutually agreed during the term of this Agreement to review sales opportunities, marketing plans and business goals in the Territory.

2. Support of Software Products. Partner will support the Software Products in a manner consistent with industry practices, but in any event to at least the same level as Kaspersky provides to its end users. Partner agrees to attend as reasonably requested by Kaspersky a reasonable number of Software Products or other training seminars which may be periodically offered by Kaspersky at no charge and at locations designated by Kaspersky. Partner will be responsible for all expenses of its personnel with respect to such seminars.

3. Orders. All orders for Software Products will be placed with and filled only by the authorized distributor designated by Kaspersky, and not by any other source unless agreed to in advance in writing by Kaspersky. Without limitation, Partner agrees that it will not obtain any Kaspersky software products from other resellers or distributors.

4. Government Approvals. Partner will assist Kaspersky with obtaining and maintaining any and all governmental approvals or certifications necessary for the import and/or export of Software Products in the Territory, which approvals or certifications will be in Kaspersky's name.

6. Kaspersky Intellectual Property and Marks.

a. During the term of this Agreement, Partner is authorized to use Kaspersky's trademarks, trade names and logos (collectively,  Marks ) solely in connection with Partner's promotion of the Software Products, provided that Partner must obtain Kaspersky's prior written approval of each use of the Marks and Partner may only use Marks in accordance with Kaspersky's then current guidelines on usage. All goodwill obtained in the use of the Marks will inure to the benefit of Kaspersky. Partner will cease all use of the Marks upon termination or expiration of this Agreement.

b. Partner will refrain from any other direct or indirect use or registration of the Marks or any variation thereof. Partner must clearly indicate that it is a reseller of Kaspersky Software Products, and may not represent itself as Kaspersky or a Kaspersky affiliate. Partner may not use nor permit any other party to use any of the Marks or any variation thereof in any URL. Partner hereby irrevocably assigns to Kaspersky all right, title and interest in and to any URL containing the Marks or any variation thereof registered by Partner, directly or indirectly, despite the foregoing prohibition. Upon request, Partner will take all actions necessary to transfer or assign to Kaspersky, any right, title or interest in and to any of the Marks.

c. Partner will not delete or alter any Marks, copyright notices or other insignia that are affixed to the Software Products or related documentation.

d. Kaspersky does not grant and Partner acknowledges that it will have no right, license or interest in any of the patents, copyrights, Marks or trade secrets owned, used or claimed now or in the future by Kaspersky. All applicable rights to such patents, copyrights, Marks and trade secrets are and will remain the exclusive property of Kaspersky. Partner will promptly notify Kaspersky of any claims with respect to the license or use of the Software Products or to any alleged intellectual property infringement.

4. KASPERSKY'S OBLIGATIONS.

1. Sales Demonstration Software Products. Kaspersky will provide Partner, at no charge, with a reasonable number of Software Products. Such Software Products will be used by Partner solely for sales demonstration purposes or for internal use on Partner's internal system, in each case in accordance with the terms and conditions of this Agreement, including without limitation Section 5.

2. Documentation. Kaspersky will provide Partner, at no charge, with a reasonable supply of literature, marketing information, user documentation and manuals in the English language for the Software Products. At its own expense and with Kaspersky's prior written approval, Partner may translate such documentation into languages of the Territory and reproduce and distribute such translations solely for its customers' internal use. Partner will ensure that all applicable Kaspersky notices are included in such translations and will return all documentation upon the expiration or termination of this Agreement. Upon Kaspersky's request, Partner agrees to provide copies of all such translations to Kaspersky, which Kaspersky may purchase at Partner's cost.

3. Training. Kaspersky will provide to Partner training classes for the Software Products, conducted at a location and in a format determined by Kaspersky.

4. Sales Protection. Kaspersky agrees that during the term of this Agreement, Kaspersky will not accept a direct purchase order in excess of 25 licenses for any of the Corporate Software Products from an end user customer with which Partner has a Kaspersky approved deal registration, and provided that Partner is in compliance with all of the terms and conditions of this Agreement, and the end user customer has not requested that Kaspersky make direct sales to such a end user customer. Partner's sole remedy for breach of Kaspersky's obligations under this section, and Kaspersky's sole obligation with respect thereto, will be for Kaspersky to credit Partner an amount equal to ten percent (10%) of the net sales price received by Kaspersky from the end user customer from which Kaspersky accepted a direct order for sales of the Software Products in question.

5. LICENSE OF SOFTWARE PRODUCTS. Subject to the terms and conditions of this Agreement, Kaspersky grants to Partner a non-exclusive, non-transferable license to use the Software Products and any key file or other enabling software, in object code form only, solely for internal business purposes, and approved by Kaspersky to perform the following activities: (i) market the Software Products (ii) demonstrate the Software Products to end users, and (iii) service and support Partner's customers. Except as otherwise permitted above, Partner's internal use of any Software Products licensed hereunder will be subject to the Kaspersky license terms and conditions herein.

6. RESTRICTIONS ON USE. Partner acknowledges that the Software Products and their structure, organization, and source code constitute valuable trade secrets of Kaspersky and its suppliers. Except as expressly permitted, Partner agrees that Partner will not, and will not permit any third party, to (i) modify, adapt, alter, translate, or create derivative works from the Software Products or the documentation; (ii) merge the Software Products with other software; (iii) sublicense, or export except as provided herein, sell, provide for service bureau use, lease, rent, loan, or otherwise transfer the Software Products or the documentation to any third party; (iv) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Software Products.

7. RECORDS AND AUDIT. Within fifteen (15) days after the end of each calendar month during the term of this Agreement, Partner will furnish written reports on the sales of the Software Products for the prior month including, without limitation, identity of end users and quantity of Software Products.

8. DISCLAIMER

1. Limited Product Warranty to End Users. Kaspersky makes only limited warranties to End Users regarding the Software Products (the  Limited Warranty ) as specified in the End User License agreement accompanying the Software Products (the  EULA ). Partner has read, understands and agrees to the terms specified in the EULA, by which Kaspersky specifically disclaims any other warranties regarding performance, operation, or otherwise relating to the Software Products. Partner may pass Kaspersky's Limited Warranty to Partner's end users. Partner agrees and represents that it will not make or pass on to its end users any warranty or representation on behalf of Kaspersky except as expressly authorized in this Section 8.

2. Warranty Disclaimer. Except for the Limited Warranty made directly to end users referred to in the preceding subsection, KASPERSKY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO SOFTWARE PRODUCTS OR TO ANY OTHER MATERIALS, GOODS OR SERVICES FURNISHED BY KASPERSKY, AND HEREBY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, BY OPERATION OF LAW OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PURPOSE, AND NON-INFRINGEMENT. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, INCLUDING BUT NOT LIMITED TO STATEMENTS REGARDING CAPACITY, SUITABILITY FOR USE OR PERFORMANCE OF SOFTWARE PRODUCTS, WHETHER MADE BY KASPERSKY EMPLOYEES OR OTHERWISE, WHICH IS NOT CONTAINED IN THIS AGREEMENT, WILL BE DEEMED TO BE A WARRANTY BY KASPERSKY FOR ANY PURPOSE OR GIVE RISE TO ANY LIABILITY OF KASPERSKY WHATSOEVER. Partner acknowledges that errors may exist or occur in any software, that Kaspersky makes no warranty that any Software Product will operate uninterrupted or be error-free, that Kaspersky assumes no responsibility for obsolescence of a Software Product, and that the prices and price discounts provided by Kaspersky depend in part upon the disclaimers of warranties set forth in this Section 8.

9. CONFIDENTIALITY

1. For purposes of this Agreement, confidential information will mean any information if (i) it is delivered in tangible form marked  confidential , (ii) it is delivered orally and described as confidential at the time of delivery or disclosure, or (iii) the receiving party might reasonably be expected to judge it as confidential. Neither party will directly or indirectly communicate to any person or other entity any confidential information unless such information is already known by the receiving party, as evidenced by its business records at the time it was provided; such information is already in the public domain; the receiving party is required to disclose such information pursuant to law or court order, but only after notifying the other party and allowing the other party an opportunity to obtain a protective or other order; or such information lawfully comes into the receiving party's possession from a third party without any obligation of confidentiality.

2. Both parties agree to use such confidential information only in its performance under this Agreement and will treat and protect such information in the same manner as it treats its own information of like character, but with not less than reasonable care. The obligations of this Section will continue for a period of three (3) years after termination or expiration of this Agreement. Such confidential information will be returned by the receiving party upon written notice or termination or expiration of this Agreement.

10. PARTNER INDEMNITY. Partner will defend, indemnify and hold Kaspersky harmless from any claim, suit, damages and expenses (including, but not limited to, attorneys' fees) arising out of (i) the license, servicing and related activities pursuant to this Agreement with respect to the Software Products by Partner; (ii) the failure of Partner to comply with all applicable laws, rules, and/or regulations regarding the Software Products; (iii) the failure of Partner to comply with the terms and conditions of this Agreement; or (iv) any negligent act or omission of Partner. Kaspersky may participate in the defense or settlement of any such claim, suit or proceeding with counsel at its expense.

11. TERM AND TERMINATION

1. Term. The initial term of this Agreement will commence on the Effective Date and continue for twelve (12) months, unless terminated as provided herein. Thereafter, this Agreement will automatically extend for additional terms of twelve (12) months, provided that the partner fulfills the obligations herein, unless terminated by a party hereto upon written notice not later than thirty (30) days prior to the expiration of the then current term. Any expiration or termination of this Agreement will not modify any rights or obligations of a party hereto which arose prior to such expiration or termination.

2. Termination. Either party may terminate this Agreement in the event of a material breach by the other party of any term and condition of this Agreement upon thirty (30) days prior written notice and failure to cure such breach. In addition, either party may terminate this Agreement upon thirty (30) days prior written notice if the other party will become insolvent, commits an act of bankruptcy, is subject to a proceeding in bankruptcy, receivership, liquidation or insolvency or if there is a change in the controlling ownership of Partner. In such event, the non-breaching party may: (i) declare all amounts payable under this Agreement immediately due and payable; (ii) suspend delivery to Partner until the default is cured; (iii) proceed to enforce performance and/or recover damages; and/or (iv) terminate this Agreement. Either party may terminate this Agreement in its entirety for convenience upon sixty (60) days written notice. Notwithstanding the foregoing. Kaspersky will have the right to terminate this Agreement upon written notice if Partner does not sell any Software Products during the period preceding the notice date.

3. No Compensation for Termination Partner acknowledges that its appointment is for a limited time only, that it has no vested interest or rights in this Agreement, and that no significant investment is necessary for it to effectively market, distribute and support the Software Products during the term of this Agreement. In the light of such acknowledgment, Partner confirms that it is agreeing to the compensation provided by this Agreement as the full, sufficient and exclusive compensation for all efforts and investments to be made by Partner hereunder. Accordingly, Partner acknowledges that, regardless of any good will or market share that may be created with respect to the Software Products during the term of this Agreement, Partner will have no right to any termination damages, indemnity or other compensation of any kind in connection with any termination or nonrenewal of this Agreement in accordance with its terms, and Partner hereby waives and renounces, to the fullest extent permitted (now or hereafter) under applicable law, all rights to and claims for any such damages, indemnity, or compensation.

4. Survival. Sections 3.2, 3.5, 6, 7, 8, 9, 10, 11.3, 11.4, 12, 13 and 14 of this Agreement will survive its expiration or termination.

12. EXPORT CONTROLS AND COMMERCIAL COMPUTER SOFTWARE

1. Export Control. Partner acknowledges that Kaspersky's export of the Software Products is subject to regulation by the United States which prohibits export or diversion of the Software Products to certain countries. Partner will not export or re-export, directly or indirectly, any of the Software Products to any prohibited or restricted countries. Partner further agrees not to distribute or supply the Software Products to any person if Partner has reason to believe that such person intends to export, re-export or otherwise transfer the Software Products to, or use the Software Products in any of such countries. Partner agrees to seek written assurances from its customers as may from time to time be requested by Kaspersky. Without limiting the foregoing, Partner will not commit any act which would, directly or indirectly, violate any United States or local law, regulation, treaty or agreement relating to the export or re-export of the Software Products. At its expense, Partner will obtain any government consents, authorizations, or licenses required for Partner to exercise its rights and to discharge its obligations under this Agreement.

2. U.S. Government End Users. If Partner's end user is a branch or agency of the United States Government, the following provision applies. The Software Products and documentation are comprised of  commercial computer software  and  commercial computer software documentation  as such terms are used in 48 C.F.R. 12.212 (SEPT 1995) and are provided to the Government for acquisition by or on behalf of civilian agencies, consistent with the policy set forth in 48 C.F.R. 12.212; or for acquisition by or on behalf of units of the Department of Defense, consistent with the policies set forth in 48 C.F.R. 227.7202-1 (JUN 1995) and 227.7202-3 (JUN 1995).

13. LIMITATION OF LIABILITY. IN NO EVENT WILL KASPERSKY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR DIRECT DAMAGES IN EXCESS OF THE AMOUNTS RECEIVED BY KASPERSKY FOR THE SOFTWARE PRODUCTS PURCHASED BY PARTNER THAT GAVE RISE TO THE LIABILITY, WHETHER FORESEEABLE OR UNFORESEEABLE, OF ANY KIND WHATSOEVER (INCLUDING WITHOUT LIMITATION LOSS OF INCOME, DATA, GOODWILL, USE OR INFORMATION, DOWNTIME OR COSTS OF SUBSTITUTE SOFTWARE PRODUCTS OR EQUIPMENT), WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

14. GENERAL

>1. Independent Contractor. Notwithstanding the use of the term  Partner,  this Agreement creates no relationship of principal and agent, partner, joint venture or any similar relationship. Partner will conduct its business under this Agreement as an independent contractor. Partner acknowledges it has paid no fee or sum for the rights to resell the Software Products and that it does not have any authority to act on Kaspersky's behalf. Partner will not represent itself to be an agent for Kaspersky and will not attempt to create any obligation or make any representation on behalf of or in the name of Kaspersky.

2. Approvals. Each party represents it has the right and authority to enter into this Agreement and it will comply with all applicable laws or regulations of the Territory and the United States.

3. Entire Agreement, Amendment and Waiver. This Agreement, including the web pages referred to herein, which are incorporated by reference and a part hereof, supersedes all prior and contemporaneous agreements, representations and understandings (including without limitation any previous partner agreements between the parties) and contains the entire agreement between the parties concerning its subject matter. Partner acknowledges that it has not relied upon any promise, representation or statement of Kaspersky except as expressly set forth herein. Except as otherwise expressly set forth herein, amendment or modification of any provision of this Agreement will be effective unless in writing and signed by a duly authorized representative of each party. No failure or delay of Kaspersky in exercising any right or remedy under this Agreement will operate as a waiver of such right or remedy.

4. Assignment. Partner may not assign or otherwise transfer its rights or delegate its duties under this Agreement without the express written consent of Kaspersky, and any attempted assignment or delegation in violation of the foregoing will be void and of no effect. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the parties and their successors and assigns.

5. Notice. Any notice or other communication sent by facsimile will be deemed to have been received on the day it is sent. Any notice or other communication sent by registered or certified mail or courier will be deemed to have been received five (5) business days after its date of posting. All notices to Kaspersky will be sent to 500 Unicorn Park Drive, Woburn, MA 01801 USA. All notices to Partner will be sent to the Partner address set forth on the Partner Web Page.

6. Governing Law. This Agreement will be governed, construed and interpreted in accordance with the laws of the Commonwealth of Massachusetts, USA, without regard to its choice of law provisions or policies. The United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement.

7. International Dispute Resolution; Venue. For disputes outside of the United States, Kaspersky, at its sole option, may specify binding arbitration to resolve any such international dispute that arises under this Agreement. Arbitration will be initiated with notice which will state the issues to be resolved. The hearing will be held at a mutually agreeable location and the arbitration will be conducted in the English language. Each party may be represented by counsel. A judgment on the arbitrator's ruling may be entered in any court having jurisdiction over the parties. The reasonable fees and expenses of the arbitrator will be borne equally by the parties. Each party will be responsible for its own costs and expenses in connection with the arbitration. In the event Kaspersky specifies binding arbitration, Partner knowingly and voluntarily waives its rights to have such international dispute tried and adjudicated by a judge and jury except as expressly provided herein. Except for disputes being resolved by arbitration in accordance with this section, Partner agrees that any litigation regarding the interpretation, breach or enforcement of this Agreement will be filed in and heard by the state or federal courts with jurisdiction to hear such disputes in Massachusetts, USA, and Partner agrees to submit to the personal jurisdiction of such courts.

8. Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction will be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Agreement. The prohibition on or unenforceability of any provision in any jurisdiction will not affect the validity or enforceability of such provision in any other jurisdiction.

9. Headings. Headings in this Agreement are included for reference only and will not constitute a part of this Agreement for any other purpose.

10. Language. The English language version of this Agreement will be definitive and will control over any translation.

11. Changes. Kaspersky reserves the right to change or withdraw any portion of the Program or to change the terms and conditions of this Agreement, at anytime. Changes to this Agreement will be effective when emailed to Partner.