Cloud Platform Service Agreement

4.5 Reseller shall not, without the prior written approval from YourSix, make any statement implying that Reseller’s services or products are certified by YourSix or that the performance of such services or products is guaranteed by YourSix.

6.5 YourSix may offer additional services relating to Cloud Platform Service, such as certain analytic, security, access control and infrastructure services. The services available, and the scope of such services, may differ from time to time. Additional services will be defined and priced on a case-by-case basis by mutual agreement, and will be subject to the payment terms and interest provisions of this Agreement.

6.6 YourSix may review Connected Devices Reseller has connected to the Cloud Platform Service. YourSix reserves the right to remove any active devices that do not have valid licenses.

11.2 Cloud Platform Service contains AVC/H.264 MPEG LA, L.L.C requires this notice:
THIS PRODUCT IS LICENSED UNDER THE AVC PATENT PORTFOLIO LICENSE FOR THE PERSONAL USE OF A CONSUMER OR OTHER USES IN WHICH IT DOES NOT RECEIVE REMUNERATION TO (i) ENCODE VIDEO IN COMPLIANCE WITH THE AVC STANDARD (“AVC VIDEO”) AND/OR (ii) DECODE AVC VIDEO THAT WAS ENCODED BY A CONSUMER ENGAGED IN A PERSONAL ACTIVITY AND/OR WAS OBTAINED FROM A VIDEO PROVIDER LICENSED TO PROVIDE AVC VIDEO. NO LICENSE IS GRANTED OR SHALL BE IMPLIED FOR ANY OTHER USE. ADDITIONAL INFORMATION MAY BE OBTAINED FROM MPEG LA, L.L.C. SEE HTTP://WWW.MPEGLA.COM.

11.3 Cloud Platform Service includes MPEG-4 Visual Internet Decoder. MPEG LA, L.L.C. requires this notice:

USE OF THIS PRODUCT IN ANY MANNER THAT COMPLIES WITH THE MPEG 4 VISUAL STANDARD IS PROHIBITED, EXCEPT FOR USE DIRECTLY RELATED TO (A) DATA OR INFORMATION (i) GENERATED BY AND OBTAINED WITHOUT CHARGE FROM A CONSUMER NOT THEREBY ENGAGED IN A BUSINESS ENTERPRISE, AND (ii) FOR PERSONAL USE ONLY; AND (B) OTHER USES SPECIFICALLY AND SEPARATELY LICENSED BY MPEG LA, L.L.C.

11.4 Cloud Platform Service includes MPEG-4 Visual Internet Encoder. MPEG LA, L.L.C requires this notice:

USE OF THIS PRODUCT IN ANY MANNER THAT COMPLIES WITH THE MPEG-4 VISUAL STANDARD IS PROHIBITED, EXCEPT FOR USE DIRECTLY RELATED TO (A) DATA OR INFORMATION ENCODED BY A CONSUMER FOR PERSONAL AND NON-COMMERCIAL USE WITHOUT REMUNERATION; AND (B) OTHER USES SPECIFICALLY AND SEPARATELY LICENSED BY MPEG-LA, L.L.C.

11.5 To the extent the Cloud Platform Service entails proprietary third-party software and/or software that are subject to open source licenses which may be subject to notices and/or additional terms and conditions, for example, end user license agreements, Reseller accepts to be bound by any such additional terms and conditions.

12. INDEMNIFICATION BY YOURSIX

12.1 Subject to Section 15 below, YourSix shall defend, indemnify, and hold Reseller harmless against any third party claims, demands, suits, and damages, judgments and settlement amounts associated therewith based on the allegation that the Cloud Platform Service infringes a patent or copyright of a third party (a “Claim”), provided that YourSix receives (a) prompt notice in writing of such Claim (“prompt notice” will mean no later than 72 hours after receipt of notice) ; (b) sole control over the defense and settlement thereof; and (c) reasonable information and cooperation from Reseller, as applicable, at YourSix’ expense, in response to a request for Should Cloud Platform Service become, or in YourSix’ opinion be likely to become, the subject of a Claim, YourSix shall, at its option and expense, (i) procure for Reseller the right to continue using Cloud Platform Service in accordance with this Agreement; (ii) replace or modify Cloud Platform Service so that it becomes non-infringing but with substantially equivalent functionality and performance; or (iii) if neither (i) nor (ii) is reasonably available, terminate the Agreement.

12.2 THIS SECTION 12 STATES THE ENTIRE LIABILITY OF YOURSIX, AND RESELLER’S SOLE AND EXCLUSIVE REMEDY, WITH RESPECT TO CLAIMS REFERRED TO IN SECTION 12.1.

13. INDEMNIFICATION BY RESELLER

13.1 Reseller shall defend, indemnify, and hold YourSix, YourSix’ Affiliates and the employees of YourSix or YourSix’ Affiliates harmless against any third-party liabilities, other liabilities and responsibilities, claims, demands, suits, damages and any costs, including reasonable attorneys’ fees, fees of other professionals, judgments and settlement amounts associated therewith, incurred or sustained by YourSix, YourSix’ Affiliates and employees of YourSix or YourSix’ Affiliates, as a result of (a) Reseller’s breach of a representation, warranty or obligation under this Agreement; or (b) any claim, demand or suit related to Service User’s or any other party’s (for which Reseller is responsible) use of Cloud Platform Service (to the extent YourSix is not liable to indemnify Reseller for such use pursuant to Section 12 above). YourSix shall have a right but not an obligation to undertake the sole control of the defense and settlement of any claim according to this Section 13. In relation hereto, Reseller undertakes (i) to give YourSix prompt notice in writing of such claim; (ii) to give YourSix all reasonable information with regard to such claim; and (iii) to cooperate with YourSix, as applicable, at Reseller’s expense, in response to a request for assistance.

14. INDEMNIFICATION BY RESELLER

14.1 THE CLOUD PLATFORM SERVICE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOURSIX DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, OR ANY WARRANTY ARISING OUT OF ANY PROPOSAL, SPECIFICATION OR SAMPLE WITH RESPECT TO THE CLOUD PLATFORM SERVICE. CONSEQUENTLY, NO WARRANTY IS MADE BY YOURSIX REGARDING THE RESULTS OF THE CLOUD PLATFORM SERVICE OR THAT THE USE OF THE CLOUD PLATFORM SERVICE CAN OR WILL BE UNINTERRUPTED, BUG-FREE OR THAT ANY ERRORS OR DEFECTS IN THE CLOUD PLATFORM SERVICE WILL BE CORRECTED OR THAT THE CLOUD PLATFORM SERVICE’S FUNCTIONALITY WILL MEET RESELLER’S OR ANY SERVICE USER’S REQUIREMENTS. THE ENTIRE RISK AS TO THE USE OF THE CLOUD PLATFORM SERVICE IS ASSUMED BY RESELLER AND THE SERVICE USERS. Notwithstanding anything to the contrary herein (the intellectual property rights indemnification above in particular), in the event Reseller’s or any Service User’s use of the Cloud Platform Service is found to infringe a third party’s trademark, company name, or other intellectual property right, YourSix shall have no liability for, and Reseller and each Service User shall release YourSix from, any and all liability for any direct, indirect, special, consequential or incidental damages, costs and expenses whatsoever or loss of any kind (regardless of how it was caused and including any damage or loss cause by negligence) related to or caused by the Reseller’s or End Customer’s use of the Cloud Platform Service.

14.2 Reseller acknowledges and accepts that Cloud Platform Service is developed and adapted for use with Connected Devices and, consequently, that YourSix assumes no obligations or liabilities under this Agreement arising out of the use of Cloud Platform Service together with any products other than Connected Devices, or any liability arising from Reseller’s acts, omissions, negligence, willful misconduct or fraud.

15. LIMITATION OF LIABILITY

15.1 IN NO EVENT SHALL YOURSIX BE LIABLE FOR COST OF PROCUREMENT OF SUBSTITUTE GOODS, LOSS OF PROFITS, LOSS OR CORRUPTION OF DATA, LOSS OF USE, LOSS OF CONTRACTS, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION OR IMPAIRMENT OF OTHER GOODS OR FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES WHATSOEVER, HOWEVER CAUSED, WHETHER FOR BREACH OF WARRANTY, BREACH OF CONTRACT, REPUDIATION OF CONTRACT, NEGLIGENCE OR EXCEPT FOR ANY BREACHES OF SECTIONS 16 (CONFIDENTIALITY), YOURSIX’S TOTAL AND AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE LIMITED TO ONE HUNDRED THOUSAND ($100,000) US DOLLARS.

15.2 THE LIMITATION OF LIABILITY SET FORTH IN THIS SECTION 15 SHALL NOT APPLY IN CASE OF WILLFULL OR GROSS FURTHER, AND EXCEPT AS EXPLICITLY SET FORTH HEREIN, YOURSIX SHALL NOT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, BE RESPONSIBLE FOR ANY LOSSES OR DAMAGES INCURRED BY RESELLER RELATED TO OR IN ANY WAY RESULTING FROM CLAIMS BY SERVICE USERS OR OTHER THIRD PARTIES.

15.3 THE ABOVE LIMITATIONS WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, AND WHETHER OR NOT FORESEEABLE, EVEN IF A PARTY HAS BEEN ADVISED OR WAS AWARE OF THE POSSIBILITY OF SUCH LOSS OR HOWEVER, THE ABOVE LIMITATIONS WILL NOT LIMIT RESELLER’S PAYMENT OBLIGATIONS TO ANY DISTRIBUTOR.

15.4 YourSix shall have no liability with respect to any performance problem, Claim, indemnification or other matter to the extent attributable to any (a) use of Cloud Platform Service in breach of the terms of this Agreement or otherwise for a purpose or in a manner for which Cloud Platform Service was not designed or intended as set forth in writing by YourSix, (b) unauthorized access to or use of the Cloud Platform Service, (c) combination of Cloud Platform Service with other software or services (other than as specified in writing by YourSix), (d) any modifications to Cloud Platform Service made by YourSix pursuant to Reseller’s or any Service User’s specific instructions, (e) Reseller’s Equipment, Reseller’s Data, Reseller’s Software or Reseller Developments, (f) third party software, data or services, or (g) any wrongful act or omission by Reseller, its Affiliates or its Service Users or any breach of this Agreement by Reseller, its Affiliates, or its Services Users.

16. CONFIDENTIALITY

16.1 Information that is transmitted by one Party to the other Party in connection with the performance or implementation of this Agreement and, if in written form, is marked ‘confidential’ or with a similar legend by the disclosing Party before being furnished to the other, or if disclosed orally or visually is identified as such prior to disclosure and summarized, in writing, by the disclosing Party to the receiving Party within thirty (30) calendar days, shall be deemed to be “Confidential Information” of the disclosing Notwithstanding anything to the contrary herein, any Reseller’s Data, regardless of whether or not such information is marked or identified as “confidential”, shall be deemed Confidential Information of Reseller. The receiving Party undertakes to keep the Confidential Information strictly confidential and to not disclose any Confidential Information to any third party, without the prior written consent of the disclosing Party. Confidential Information may only be used by the receiving Party for the purposes of fulfilling its obligations and exercising its rights under this Agreement.

16.2 Each Party agrees that it shall use the same degree of care and means that it utilizes to protect its own information of a similar nature, but in any event not less than reasonable care and means, to prevent the unauthorized use or the disclosure of such Confidential Information to third The Confidential Information may be disclosed only to employees and contractors of the receiving Party on a “need to know only” basis and if such recipients are instructed and agree not to disclose the Confidential Information and not to use the Confidential Information for any purpose, except as for the due fulfillment of this Agreement, and in no event to build or develop a competing product or service. The receiving Party shall have appropriate written agreements with any such employees or contractors sufficient to allow the receiving Party to comply with the provisions of this Agreement.

16.3 The Confidential Information of a Party shall not include and the foregoing obligations shall not apply to data or information which: (i) is or becomes publicly known through no wrongful act of the receiving Party; (ii) is known to the receiving Party at the time of disclosure or becomes known to the receiving Party without an obligation of confidentiality; (iii) is disclosed by the receiving Party after written approval of the disclosing Party; (iv) becomes known to the receiving Party from a source other than the disclosing Party without an obligation of confidentiality; or (v) is independently developed by the receiving Party without the use or benefit of Confidential Information received from the disclosing Nothing in this Agreement shall prevent the receiving Party from disclosing Confidential Information of the disclosing Party to the extent the receiving Party is legally compelled to do so by any governmental investigative or judicial agency pursuant to proceedings over which such agency has jurisdiction; provided however, that prior to any such disclosure, the receiving Party shall (a) assert the confidential nature of the Confidential Information to the agency; (b) immediately notify the disclosing Party in writing of the agency’s order or request to disclose; and (c) cooperate fully with the disclosing Party in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of the compelled disclosure and protecting its confidentiality.

16.4 All Confidential Information shall remain the property of the disclosing Party. For the avoidance of any doubt, all drawings, specifications, and technical data and other documents, information or material of any kind relating to Cloud Platform Service, including any copies thereof, shall be and remain the property of Upon YourSix’s request, Reseller shall, within thirty (30) days of receipt of such request, (a) return to YourSix all Confidential Information furnished by YourSix (along with all copies thereof), or, at YourSix’ option (b) destroy the Confidential Information and certify in writing to YourSix that all such Confidential Information (including all copies thereof) has been destroyed. YourSix’s obligations relating to the destruction or transfer of Reseller’s Data upon termination or expiration of this Agreement is set out in Section 17.1 below.

16.5 The obligations of confidentiality and restricted use as set forth in this Section 16 shall survive the expiration or termination of this Agreement for a period of three (3) years, provided, however, the obligation of confidentiality and restricted use of any trade secrets of YourSix or the Reseller Data shall survive indefinitely or until such time as it is no longer deemed Confidential Information pursuant to Section 16.3.

17. TERM AND TERMINATION

17.1 This Agreement and the rights granted hereunder are effective for an initial period of twelve (12) calendar months from the Effective Date (the “Initial Term“), and shall thereafter automatically renew for an additional twelve (12) calendar month periods (each, a “Renewal Term”) until terminated in accordance with the terms of this Agreement. The Initial Term and any Renewal Term shall be collectively referred to as the “Term.”

17.2 Each Party shall have the right to terminate, for convenience, this Agreement and the rights granted hereunder on the last day of the Initial Term or at any time thereafter, by serving at least three (3) calendar months prior written notice of such termination on the other Party.

17.3 Each Party shall have the right to terminate this Agreement with immediate effect if the other Party should violate any of the terms and conditions of this Agreement and should fail to remedy such violation (if reasonably capable of remedy) within thirty (30) calendar days after receipt of written notice from the complaining Party.

17.4 YourSix shall have the right to terminate this Agreement at any time with immediate effect if Reseller is in breach of Section 2 of this Agreement or the Reseller Policy.

17.5 Each Party has the right to terminate this Agreement at any time with immediate effect if the other Party should become the subject of proceedings under any bankruptcy or insolvency law, enter into composition with its creditors, apply for financial re-organization, enter into liquidation, suspend payments to creditors or is, or can reasonably be deemed to be, insolvent.

17.6 In the event of (a) a substantial change of ownership or management of Reseller or (b) if Reseller directly or indirectly acquires a controlling interest in a company that YourSix at its reasonable discretion, considers as one of its competitors in the physical security market, YourSix shall have the right to terminate this Agreement with five (5) calendar days prior written Reseller shall, without undue delay, inform YourSix of any such change within fourteen (14) days of its occurrence. For the purpose of this Section 17.6, a controlling interest shall mean more than ten (10) percent beneficial ownership of the equity securities or interests of the legally recognizable entity or the ability to vote for more than ten (10) percent of the aggregate votes at a partner or shareholder meeting.

18. CONSEQUENCES OF EXPIRATION OR TERMINATION

18.1 Within thirty (30) days from the date of expiration or termination, Reseller shall return any and all copies of any materials, written information, reports, and other documentation pertaining to Cloud Platform Service that have been supplied by YourSix or prepared by Reseller based on material or information provided by Within the same timeframe, YourSix shall delete any and all Reseller’s Data or, if Reseller so requests, assist Reseller in the transfer of such Reseller’s Data to a storage location indicated by Reseller. Reseller shall reimburse YourSix for any costs and expenses incurred by YourSix in connection with such transfer.

18.2 Expiration or termination of this Agreement shall not relieve any of the Parties of its then outstanding and unfulfilled obligations or liabilities towards the other, and the Parties agree to continue their cooperation in order to effect an orderly termination of their relationship.

18.3 Any terms and conditions that by their nature or otherwise reasonably should survive an expiration or termination of this Agreement shall so survive the expiration or termination of this Agreement, including but not limited to Sections 10 (Intellectual Property Rights of YourSix), 14 (Warranty Disclaimer), 15 (Limitation of Liability), 16 (Confidentiality), 20 (Miscellaneous) and 22 (Governing law and dispute resolution). If a specific time for survival is set forth in any of the listed Sections, then the provision shall cease to apply upon the expiration of such period.

19. ANTI-CORRUPTION AND ANTI-BRIBERY

19.1 Reseller undertakes to ensure that Reseller and all persons associated with Reseller comply with all applicable anti-corruption legislation, including the anti-corruption legislation in the Territory and the UK Bribery Act and the US Foreign Corrupt Practices Act, as amended from time to time.

19.2 Reseller agrees to promptly, fully, and truthfully answer any questions from YourSix related to YourSix’s anti-corruption program and policy and other controls related to corruption and to co-operate fully in any investigation of a potential breach of Section 19.1.

19.3 YourSix shall be entitled to terminate this Agreement with immediate effect in the event YourSix concludes, in its absolute discretion, that Reseller has committed a breach of Section 1 or that such breach is likely to occur unless this Agreement is terminated.

19.4 Reseller shall indemnify YourSix and its Affiliates harmless from and against any and all claims, proceedings, actions, fines, losses, costs, and damages arising out of or relating to any non-compliance with this Section 19 by the Reseller. The foregoing indemnity shall cover any liability as well as any costs and expenses, including attorney’s fees arising out of such claims and any and all costs incurred in the defense and settlement of such claims.

20. MISCELLANEOUS

20.1 Except as expressly set forth in this Agreement, amendments, modifications, and alterations to this Agreement shall, in order to be valid, be made in writing duly signed by authorized representatives of both Parties.

20.2 Unless explicitly stated otherwise in this Agreement, neither Party may assign or otherwise transfer, in whole or in part, any of its rights or obligations under this Agreement without the prior written approval of the other Party, provided, however, that YourSix may assign or extend (a) all or part of its right to receive payment from Reseller under the Agreement; and/or (b) all or part of its rights, title, and interest in this Agreement to any Affiliate or to any successor to the business of YourSix in connection with a corporate reorganization, consolidation, merger, or sale of substantially all of its assets.

20.3 This Agreement sets forth the entire agreement between the Reseller and YourSix and annuls and replaces any other agreements and understandings, whether written or oral, which may have existed between the Reseller and YourSix with respect to the subject matter hereof. It is expressly agreed that any terms and conditions of any purchase order or similar instrument of Reseller or its Service Users shall be superseded by the terms and conditions of this Agreement to the extent that such terms may be in conflict.

20.4 If any of the terms and provisions of this Agreement are determined to be void, voidable, illegal, invalid or unenforceable by any court of competent jurisdiction, the Parties shall amend that provision in such reasonable manner as achieves the intention of the Parties without illegality or at the discretion of the Parties such provision may be severed from this Agreement and the remaining provisions shall remain in full force and effect as if such terms and provisions had not been a part of this Agreement.

20.5 This Agreement may be executed in counterparts which, when taken together, shall constitute one and the same instrument.

20.6 Each Party shall comply with all applicable laws and regulations of governmental bodies or agencies in its performance under this Agreement.

20.7 Neither Party shall be liable for, nor shall either Party be considered in breach of this Agreement due to, any failure to perform its obligations under this Agreement (other than its payment obligations, which shall be suspended only for so long as the force majeure event renders Reseller unable by any means to transmit payments when due hereunder) as a result of a cause beyond its control, including any act of God or a public enemy or terrorist, act of any military, civil or regulatory authority, change in any law or regulation, fire, flood, earthquake, storm or other like event, theft or criminal misconduct by unrelated third parties, disruption or outage of communications (including the Internet or other networked environment), power or other utility, unavailability of supplies or any other cause, whether similar or dissimilar to any of the foregoing, which could not have been prevented by the non-performing Party with reasonable care.

20.8 During the term of this Agreement, and for a period of 18 months after the termination or expiration of this Agreement, Reseller will not, without advance written permission of YourSix, seek to solicit any YourSix employee and will not, without advance written permission of YourSix, enter into any agreement, contract, arrangement or understanding whatsoever with any YourSix employee.’

21. NOTICES

21.1 Any notice required or permitted to be given under this Agreement by one of the Parties to the other, shall be sent to the receiving Party by hand delivery, by pre-paid registered/certified mail or through email, delivery confirmed, as set forth below:

Attention: Eric Styles
[email protected]
YourSix Inc.
1611 County Road B West. Suite 221
Roseville, MN 55113

21.2 The notice shall take effect upon receipt by addressee, provided that such notice shall be deemed to have been received (a) in case of hand delivery, on signature of a delivery receipt, or at the time the notice of delivery is left at the proper address; (b) at the time recorded by the delivery service in case of registered/certified mail; and (c) the following business day in case of email, delivery confirmed.

21.3 Each Party may change its address by written notice given to the other Party in the manner set forth above.

22. GOVERNING LAW AND DISPUTE RESOLUTION

22.1 This Agreement and all acts and transactions pursuant hereto shall be deemed performed in and governed by the laws of the State of Minnesota, excluding its conflict of law principles.

22.2 Any dispute, controversy, or claim arising out of or in connection with this Agreement, or the breach, termination, or invalidity thereof, shall be finally settled by arbitration administered by the American Arbitration Association (the “AAA”).

22.3 The seat and place of arbitration shall be Minneapolis, Minnesota. The arbitration will be conducted before a single arbitrator, using expedited procedures for any dispute where the amount in controversy is less than $100,000. The prevailing party will be entitled to recover its costs and attorneys fees in the arbitration, and the award will be filed in an appropriate court for entry of judgment.

22.4 All arbitration proceedings will be kept strictly confidential. This confidentiality undertaking shall cover, inter alia, all information disclosed in the course of such arbitral proceedings, as well as any decision or award that is made or declared during the proceedings.

EXHIBIT 1: TERRITORY

The United States includes the District of Columbia, the U.S. Virgin Islands, Puerto Rico, Mexico, and Canada.

EXHIBIT 2: DEFINITIONS

“Access Point” means the point or points at which YourSix connects Cloud Platform Service to a public electronic communications network.

“Affiliate” means YourSix Inc. and an entity (i) which is directly or indirectly controlling a Party; (ii) which is under the same direct or indirect ownership or control of a Party; or (iii) which is directly or indirectly owned or controlled by a Party. For the purpose of this Agreement, an entity shall be treated as being controlled by another if that other entity has fifty (50) percent or more of the votes in such entity, is able to direct its affairs and/or to control the composition of its board of directors or equivalent body.

“Agreement” means this agreement, including any Exhibits incorporated herein by reference, and as amended from time to time, which documents all form an integral part of this Agreement.

“Cloud Platform Service” shall mean the hosted video solution platform, based on the Software, offered by YourSix under this Agreement.

“Connected Device” means such digital or analog device units, which is supported by and attached to Cloud Platform Service either directly or through an encoder.

“Reseller’s Data” means electronic data and information, including Personal Data, submitted by or for Reseller to Cloud Platform Service, or collected and processed by or for Reseller using Cloud Platform Service, including Service User data.

“Reseller’s Equipment” means any equipment owned by Reseller or used by Reseller according to an agreement with a third-party supplier, and which Reseller utilizes in connection with Cloud Platform Service.

“Reseller Developments” shall have the meaning set forth in Section 3.8.

“Reseller’s Software” means software owned by Reseller or licensed by Reseller according to an agreement with a third-party licensor, and which Reseller uses in connection with Cloud Platform Service.

”Effective Date” means the date on which this Agreement is duly signed by authorized representatives of both Parties.

“Exhibit” means any document incorporated herein by reference in this Agreement and as amended from time to time. The Exhibits form an integral part of the Agreement.

“Personal Data“ means any type of information that directly or indirectly is attributable to a living physical person and which YourSix processes on behalf of Reseller for the purposes of this Agreement.

“Product Name” shall have the meaning set forth in Section 3.4 above.

“Service Provider” shall mean Reseller, including any sublicensee other than an end user, if approved in writing by YourSix.

“Service User” shall mean customers of Reseller using Cloud Platform Service pursuant to a valid Sub-License Agreement between Reseller and Service User.

“Start Date” shall mean the date, to be mutually agreed between the Parties, on which YourSix shall make available Cloud Platform Service to Reseller.

“Territory” shall mean the country or countries listed in Exhibit 1 hereto.

“Update” means a patch, correction, or other modification or addition to Cloud Platform Service for maintenance fixes, error corrections, and minor improvements to Cloud Platform Service. Updates generally do not include any significant enhancements, new features or functionalities which represent Upgrades.

“Upgrade” means significant enhancements, new features, or functionalities to Cloud Platform Service.