IXONN REGISTERED PARTNER (Agreement)

Signed By: Gleuto Serafim 05/03/2018

BY SCROLLING TO THE BOTTOM OF THIS AGREEMENT AND CLICKING THE “I ACCEPT” BUTTON, COMPANY (1) AGREES TO BE BOUND BY THIS AGREEMENT, THE PROGRAM GUIDE, AND THE PROGRAM WEBSITE (INCLUDING ITS TERMS OF USE AND PRIVACY STATEMENT); THE PROGRAM GUIDE AND THE PROGRAM WEBSITE ARE INCORPORATED INTO AND FORM A PART OF THIS AGREEMENT; and (2) REPRESENTS THAT IT HAS READ AND UNDERSTANDS THIS AGREEMENT. COMPANY MUST ACCEPT THIS AGREEMENT BEFORE IT CAN PARTICIPATE IN THE IXONN PARTNER PROGRAM.

Ixonn Partner Program Agreement 

The parties agree to the following terms for Company’s participation in the Program.

SECTION 1 Scope

This Program is designed to help companies deliver solutions based on Ixonn technologies. Company’s participation in this Program is voluntary. Nothing in this Agreement restricts Company from supporting, promoting, distributing or using non-Ixonn technology.

SECTION 2 Definitions

(a) “Affiliate” means any legal entity that owns, is owned by, or is commonly owned with a party. “Own” means having more than 50% ownership or the right to direct the management of the entity;

(b) “Company” means the business entity identified in the online partner form that has entered into this Agreement;

(c) “Confidential Information” means non-public information, know-how or trade secrets in any form, that:

(1) Are designated as being confidential; or

(2) A reasonable person knows or reasonably should understand to be confidential.

The following types of information, however marked, are not Confidential Information. Information that:

(i) Is, or becomes, publicly available without a breach of this Agreement;

(ii) Was lawfully known to the receiver of the information without an obligation to keep it confidential;

(iii) Is received from another source who can disclose it lawfully and without an obligation to keep it confidential;

(iv) Is independently developed; or

(v) Is a comment or suggestion one party volunteers about the other’s business products or services;

(d) “Fix(es)” means Product fixes, modifications or enhancements or their derivatives that Ixonn either releases generally (such as commercial Product service packs), or that Ixonn provides to Company when performing Services (such as workarounds, patches, bug fixes, beta fixes and beta builds);

(e) “Location” means the Company Affiliate(s) who enrolled in the Program and associated with the Company to share the Program benefits;

(f) “Ixonn” means the Ixonn entity identified in Section 13(m);

(g) “Ixonn Materials” means technology (including Products), Services, Ixonn Services Materials, security, technical and sales and marketing information and resources, training courses and materials and other benefits Ixonn offers to Company under the Program;

(h) Ixonn Services Material(s)” means any non-code based written materials Ixonn provides to Company as part of performing the Services under the Program;

(i) “Pre-existing Work” means any computer code or materials (other than Products or Fixes) developed or obtained independent of this Agreement, whether by or for Ixonn or its Affiliates, or by or for Company or its Affiliates;

(j) “Product” means all Ixonn products and technologies Ixonn makes available under this Agreement, including but not limited to products made available for license for a fee, products provided prior to commercial release, including any online services and other web-based services identified on the Product List;

(k) “Product List” means, with respect to any licensing program, the statement published by Ixonn from time to time on the World Wide Web at https://w3.ixonn.com, or at a successor site that Ixonn identifies, which identifies the Products that are or may be made available under the Program (which availability may vary by region); “Program” means the Ixonn Partner Program;

(l) “Program Guide” means the guide located on the Program Website. The Program Guide provides guidance about the Program and Program requirements;

(m) “Program Level(s)”means the level of Company’s participation in the Program. There are three Program Levels:

(1) Referral;

(2) Solution; and

(3) Integrator.

Program Levels and requirements are described more fully in the Program Guide.

(n) “Program Member” means a business entity that meets the Program eligibility requirements defined in the Program Guide;

(o) “Program Website” means the website located at https://w3.ixonn.com or a successor site designated by Ixonn. The Program Website provides tools and information about the Program, including the Program Guide, Terms of Use and Privacy Statement;

(p) “Services” means support, consulting, training and other services or advice provided through the Program; and

(q) Term” has the meaning given to it under Section 6(a).

SECTION 3 Program

(a) Enrollment. Company will be enrolled after it accepts this Agreement, pays a membership fee where applicable, and is accepted by Ixonn into the Program. Ixonn will notify Company when its enrollment is complete.

(b) Partner benefits. The Program Guide explains how to earn partner benefits. Company may qualify for a Program Level by meeting the stated requirements. Ixonn will notify Company of its Program Level.

(c) Program administration. Ixonn will administer the Program and its benefits through the Program Website and Program communications. Ixonn may communicate with Company to:

(1) Administer the Program;

(2) Give Company information about the Program, including events and training opportunities;

(3) Invite Company to participate in surveys and research; and

(4) Give Company Ixonn Materials to help it deliver solutions based on Products.

(d) Program changes.

(1) Ixonn may change the Program or any aspect of it. Ixonn will give Company 30 days’ e-mail or other written notice of any substantive Program changes.

(2) Company is responsible for checking the Program Website regularly for all other changes. Program Website changes are effective on the date the changes are posted. Changes do not apply retroactively.

SECTION 4 Program benefits

(a) Company will receive the benefits described in the Program Guide and Program Website. Benefits may vary by Program Level and country. Benefits may include Ixonn Materials.

(b) Program benefits may require additional fees and have additional terms, conditions, and licenses. Company must 

(i) accept those additional terms before using any Program benefit and 

(ii) use the Program benefits according to those additional terms and this Agreement. Company may not use the Program benefit(s) if it does not agree to those additional terms, if applicable.

(c) Services benefits

(1) Company’s use of Services offered under the Program, including the Program Guide, will be governed by this Agreement. Services purchased from Ixonn outside of the Program will be governed by a separate services agreement.

(2) Ixonn’s delivery of Services depends on Company’s full and timely cooperation, as well as the accuracy and completeness of Company’s information.

(3) Ixonn may offer Services for new Products or discontinue Services for existing Products. Ixonn’s current lifecycle policies are posted at https://w3.ixonn.com. Ixonn will notify Company if it cannot effectively provide Services in certain cases.

(4) Use, Ownership, and License Rights for Ixonn Services.

(i) Pre-existing Work. All rights in any Pre-existing Work will remain the sole property of the party providing the Pre-existing Work. During the performance of the Services, each party grants to the other party (and their respective contractors as necessary) a non-exclusive, temporary, fully paid-up, license to use, reproduce and modify any of its Pre-existing Work solely to perform the Services. Ixonn also grants Company a non-exclusive, temporary, fully paid-up, license to use, reproduce and modify (if applicable) its Pre-existing Work in the form provided to Company as part of the Ixonn Services Material(s) for Company’s internal business operations. Ixonn also grants Company the right to grant to its customers that Company specifically identifies in writing to Ixonn a non-exclusive, temporary, fully paid-up license to use,  reproduce and modify (if applicable) Ixonn’s Pre-existing Work in the form provided to Company as part of the Ixonn Services Material(s) for customer’s internal business operations. In no event is Company granted any license to distribute Ixonn Pre-existing Work apart from the Ixonn Services Material(s).

(ii) Ixonn Services Materials. Ixonn retains all rights and ownership in the Ixonn Services Material(s) except to the extent such materials constitute Company’s Pre-existing Work. Ixonn grants Company a non-exclusive, perpetual, fully paid-up, license to use, reproduce and modify any of the Ixonn Services Material(s) for Company’s internal business operations. Ixonn also grants Company the right to grant to its customers, that Company specifically identifies in writing to Ixonn, a non-exclusive, perpetual, fully paid-up license to use, reproduce and modify Ixonn’s Services Material(s) for customer’s internal business operations.

(iii) Distribution Indemnification and Additional Restrictions. Any distribution by Company under this Agreement must be pursuant to a license agreement with customer that includes a license grant with a statement of ownership and restrictions consistent with the terms of this Agreement. Company will indemnify and hold Ixonn harmless, and defend Ixonn and its suppliers from and against any claims or lawsuits, including attorneys’ fees or legal costs, that relate to Company’s distribution of any Ixonn Services Material(s) or Fixes including:

1. Company’s customers’ use;

2. Company’s negligent or willfully wrongful acts associated with distribution or marketing;

3. Any additions or modifications Company makes; and

4. Any use in violation of this Agreement

(iv) Affiliate rights. Company may sublicense the rights contained in this Section 4(c) to its Affiliates. However, Company’s Affiliates may not sublicense these rights and Company’s Affiliates’ use must be consistent with these license terms.

(viii) Reservation of rights. With respect to Services, all rights not expressly granted to Company in this section 4(c) are reserved by Ixonn.

(d) Software benefits

(1) Company’s right to use Ixonn Products offered to Company under the Program will be governed by this Agreement and the terms of the license agreement packaged with or otherwise applicable to a Product. If there is any direct conflict between this Agreement and any terms contained in the separate agreement not resolved explicitly on the face of such documents, then the terms of this Agreement will control. If a particular subject is addressed in the separate agreement and not in this Agreement, then the terms of the separate agreement will control.

(2) Company will not engage or participate in the unauthorized manufacture, duplication, delivery, transfer or use of counterfeit, pirated, unlicensed or illegal Product or other Ixonn Materials. Company will not otherwise infringe any of Ixonn’s intellectual property rights. Company must reasonably cooperate with Ixonn and its Affiliates in the investigation of counterfeit, pirated, unlicensed or illegal Product and other Ixonn Materials. Company must promptly report to Ixonn any suspected counterfeiting, piracy or other copyright infringement in computer programs, manuals, course material, marketing Materials or other copyrighted Materials owned by Ixonn or its licensors.

(3) Any Product licenses that Company receives under the Program will be valid for the Term of this Agreement only.

SECTION 5 Trademarks

(a) Limited trademark license. The “Ixonn Marks” include those trademarks, logos, symbols, and names identified in the Program Website. Ixonn grants to Company a non-exclusive, non-transferable, limited, royalty-free license to use the applicable Ixonn Marks as long as it meets the criteria. Ixonn is the sole owner of the Ixonn Marks and the sole beneficiary of any goodwill related to Company’s use of them. Company will:

(1) Not acquire any right, title or interest in the Ixonn Marks because of its use of the Ixonn Marks.

(2) Not register, adopt or use any name, trademark, domain name or other designation that includes any part of a Ixonn Mark, or any term that is confusingly similar to an Ixonn Mark. This includes a translation or transliteration of an Ixonn Mark.

(3) Use the Ixonn Marks only in connection with Ixonn Materials:

(i) In the form Ixonn provides;

(ii) For Program advertising and promotion activities; and

(iii) According to the terms of this Agreement and the Program Guide.

(4) Not alter, animate or distort the Ixonn Marks or combine them with any other symbols, words, images or design elements.

(5) Not use any of the Ixonn Marks or Ixonn Materials for the transmission or distribution of unsolicited commercial e-mail or in any manner that violates local law or custom or conflicts with the Ixonn policies published on https://w3.ixonn.com or through the Program.

(6) Maintain the quality of the solutions and Services Company offers in relation to the Ixonn Marks and the Ixonn Materials at a level commensurate with the quality of Services Company offered before the date of this Agreement. The quality of Company solutions and Services must also meet or exceed standards of quality and performance generally accepted in the industry.

(7) Promptly correct any improper use of the Ixonn Marks and deficiencies in the quality of its solutions and Services on notice from Ixonn.

(b) Referential use of trademarks. Company may use Ixonn’s corporate name, technology names and trademarks in plain text to accurately identify and refer to Ixonn and its technology and Services. Company may not use the logos, trade dress, designs or word marks in stylized form. Such use must not cause confusion about the source of Company’s solutions and Services or Company’s relationship with Ixonn.

(c) Notices. Company must not remove any copyright, trademark or patent notices in or on Ixonn Materials. Company must include Ixonn’s copyright notice on the labels for tangible media containing licensed Ixonn technology. Company must also include Ixonn’s copyright notice on documentation for licensed Ixonn technology, including online documentation. Company must use the right trademark, licensed Ixonn technology descriptor and trademark symbol (either “™” or “®”) when first mentioning a licensed Ixonn technology name in any advertisement, brochure or other format. The mention must also indicate Ixonn’s (or Ixonn suppliers) ownership of the trademark. Ixonn’s trademark usage guidelines are located at https://w3.ixonn.com.

(d) No technology transfer arrangement. This Agreement does not create a “technology transfer” agreement because:

(1) The technology (including any Products) made available under this Agreement is not an integrated part of a technology chain for production or management purposes; and

(2) The technology (including any Products) will have its own technology license. Company will not hold itself out as Ixonn’s technology recipient. Company will not identify Ixonn as a technology provider under this Agreement.

(e) Reservation of rights. Ixonn reserves all rights not expressly granted in this Agreement.

SECTION 6 Term and termination

(a) Term. This Agreement will take effect on the date Ixonn accepts this Agreement (the “Effective Date”). The Agreement will continue for one year from the Effective Date (the “Term”), unless terminated earlier. 

(b) Renewal. This Agreement will renew automatically. Ixonn may choose not to renew Company’s membership in the Program.

(c) Termination without cause. Either party may terminate this Agreement at any time, without cause, on 30 calendar days notice. Neither party will be responsible to the other for costs or damages resulting from termination.

(d) Termination for cause. If either party breaches any provision of this Agreement that is considered curable the non-breaching party will give 30 calendar days e-mail or written notice for an opportunity to cure. If the cause for termination is not curable, termination will be effective on notice from the non-breaching party. Ixonn retains its other rights and remedies.

(e) Statutory form. Ixonn reserves the right to either terminate or vary this Agreement if it is required to use a statutory form for modifications to the Agreement. Termination will be without its use and without any liability to Company.

(f) Effect of termination. Company must immediately stop using any rights and benefits granted by this Agreement and the Program on termination. Company must also return or destroy all Ixonn Materials on termination. Company will do one of the following within 10 days of termination and at Ixonn’s discretion:

(1) Return all copies of documents and Materials containing customer information that Company received because of this Agreement. Company will also return the Ixonn Materials and property in its possession or under its control; or

(2) Destroy all such specified documents and Ixonn Materials, including copies, and give Ixonn a certificate of destruction signed by an officer of the Company. Termination of this Agreement will not terminate any unresolved prior support requests. This Agreement will continue to apply until such unresolved requests are resolved or otherwise closed.

(g) Waiver of rights and obligations. Each party waives any legal right or obligation it has to seek judicial intervention to terminate this Agreement to the extent necessary to implement the termination.

(h) Survival. Sections 6(h) (Survival), 7 (Confidentiality), 8 (Representation andwarranties), 9 (Indemnification), 10 (Limitation of liability), 11(a) (Verifying compliance), 11(b) (Business purposes), 11(c) (Consumer rights) and 12 (Miscellaneous) will survive the expiration or termination of this Agreement.

SECTION 7 Confidentiality and Privacy

If the parties have an existing non-disclosure agreement, then that agreement, as well as Sections 7(e) and (f) below, apply to information exchanges. If not, then the following applies.

(a) Use of Confidential Information. For a period of five years after initial disclosure:

(1) Neither party will disclose the other’s Confidential Information to third parties. Each party will use such information only for purposes of this business relationship. Each party will take reasonable steps to protect the other’s Confidential Information;

(2) Each party may disclose the other’s Confidential Information to its Affiliates employees, contractors. Such party remains responsible for any unauthorized use or disclosure. These disclosures may be made only on a need-to-know basis, subject to the obligations of this section.

(3) Each party will return Confidential Information to the other party or destroy it at the other’s request when it is no longer needed to perform under this Agreement.

(b) Disclosure if required by law. Each party may disclose the other’s Confidential Information if required to comply with a court order or other government demand that has the force of law. Before doing so, the disclosing party must seek the highest level of protection available and, when possible, give the other enough prior notice to provide a reasonable chance to seek a protective order.

(c) Cooperation in the event of disclosure. Each party will immediately notify the other on discovery of unauthorized use or disclosure of Confidential Information. Each party will help the other party regain possession of the Confidential Information and prevent further unauthorized use or disclosure.

(d) Right to use feedback. Either party may provide suggestions, comments or other feedback to the other party with respect to the other party’s products and Services. Feedback is voluntary and, even if designated as confidential, the party receiving feedback may use it for any purpose without obligation of any kind. The party receiving feedback will not disclose the source of feedback without the consent of the party providing it. Unless the parties specifically agree in writing, feedback will not create any confidentiality obligation.

(e) Lead generation and privacy.

Ixonn may assist Company with sales lead generation and support. The assistance may include access to information, tools, templates and reports (e.g., the partner customer relationship management system). Ixonn may also share leads with Company that contain customer Personal Information. “Personal Information” or “PII” means any information that can be used to identify, contact, or locate a person. PII includes a person’s name, address, e-mail address, phone number, fax number, financial information, account numbers, and government-issued ID numbers. PII also includes information associated or combined with PII (such as a personal profile, unique identifier, biometric information, or IP address). Company will only use Personal Information from Ixonn-generated leads to sell products or Services of interest to the customer. Company will not use or share Personal Information from such leads for any other purpose unless Company first obtains customer’s consent. Company will take reasonable security measures to protect such Personal Information from unauthorized use, access, disclosure, alteration or destruction, including by its vendors. Security measures will includeaccess controls, encryption and any other security means that are legally required. Company may share leads with Ixonn so that it can assist with Company’s promotion and sale of Ixonn products and Services. Company will comply with all applicable notice or consent laws before sharing the Personal Information with Ixonn. All other Company data disclosed under the Program will be protected by the Privacy Statement at https://w3.ixonn.com.

SECTION 8 Representation and warranties

Ixonn warrants that it will use reasonable care and skill to administer the Program. Company’s effort and resulting performance are under Company’s control. Ixonn does not guarantee Company’s satisfaction with the Program or Company results. Except for loss and damage which cannot be limited or excluded under applicable law:

(a) Ixonn provides the Ixonn Materials to Company “as is,” and without warranties of any kind; and

(b) Disclaimer of warranties. Except as provided herein, Ixonn expressly disclaims all other express, implied, or statutory warranties. This includes the warranties of merchantability, fitness for a particular purpose title and non-infringement. Others that may be included are lack of viruses, quiet enjoyment, scope of license, lack of errors, satisfactory condition or quality. The disclaimer also includes any implied warranty or conditions arising from course of dealing or usage of trade. 

SECTION 9 Indemnification

Company will defend, indemnify and hold Ixonn and its officers, directors, employees, contractors, Affiliates and agents harmless from any and all claims, suits, demands, costs, liabilities, expenses and damages (including reasonable attorneys’ costs and fees) related to Company’s or its agents’ acts or omissions under this Agreement.

SECTION 10 Limitations of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR THAT RELATE IN ANY WAY TO THIS AGREEMENT OR ITS PERFORMANCE. THIS EXCLUSION WILL APPLY REGARDLESS OF THE LEGAL THEORY UPON WHICH ANY CLAIM FOR SUCH DAMAGES IS BASED, WHETHER THE PARTIES HAD BEEN ADVISED OF THE POSSIBLITY OF SUCH DAMAGES, WHETHER SUCH DAMAGES WERE REASONABLY FORESEEABLE, OR WHETHER APPLICATION OF THE EXCLUSION CAUSES ANY REMEDY TO FAIL OF ITS ESSENTIAL PURPOSE. THIS EXCLUSION WILL NOT APPLY TO EITHER PARTY’S LIABILITY FOR BREACH OF ITS CONFIDENTIALITY OBLIGATIONS, VIOLATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, OR ANY DIRECT OR INDIRECT LOSS OF PROFITS, DATA, OR BUSINESS ANTICIPATED SAVINGS IN THE ABSENCE OF FRAUD OR GROSS NEGLIGENCE.

SECTION 11 Additional obligations and conditions

(a) Verifying compliance

(1) Company will keep all usual and proper books and records relating to its performance of this Agreement. This includes complying with the accounting rules, regulations, authoritative pronouncements, principles and practices accepted in Company’s jurisdiction. Company will at least keep documents for the acquisition, delivery and destruction of licensed Products. These documents include:

(i) Products delivered as part of the Ixonn Subscriptions; and

(ii) Ixonn volume license Product keys that it authorizes Company to use under this Agreement.

(2) Company will keep these documents during the Term, and for three years after this Agreement ends. During this same period, Ixonn’s may hire a third party auditor to audit Company’s books, records, operations, processes and facilities to verify Company’s compliance with this Agreement. The audit’s sole purpose is to verify Company’s compliance with the Agreement, if there are indications that Company does not comply with obligations under this Agreement. Ixonn will give Company 48 hours’ email or other written notice of the audit except for audits related to counterfeit Products. Audits related to counterfeit Products do not require prior notice. Company will promptly correct any errors and omissions disclosed by the audits. Ixonn may validate all customer references supplied by Company according to the Program requirements. 

(3) Advertising and publicity. Ixonn may only use Company’s name, corporate logos, or identity in advertisements or promotions for the Program with Company’s consent. Company will not unreasonably withhold or delay its consent. Company will be deemed to grant its consent if it does not respond to Ixonn’s request within 30 days.

(b) Business purposes. Company enters this Agreement and acquires the related Services and Program Materials for business purposes only. The provisions of any applicable consumer protection legislation do not apply to this Agreement to the extent that legislation allows theparties to contract out of such legislation.

(c) Consumer rights. Nothing in this Agreement is intended to limit the rights of a consumer, as defined by applicable law. This Agreement is modified as necessary to reflect this intention.

Consumers may benefit from certain rights or remedies, which may not be excluded under applicable law. If Company has any implied terms under law, despite the parties’ agreed exclusions and limitations in this Agreement, then to the extent permitted by law, Company’s remedies are limited as determined by Ixonn:

(1) In the case of Services to either:

(i) Re-supply of the Services; or

(ii) The cost of the re-supply of the Services (if any); and

(2) In the case of goods to either:

(i) Replacement of the goods; or

(ii) Correction of defects in the goods.

SECTION 12 Miscellaneous

(a) Relationship of parties. Any use of the term “partner” is for reference purposes only. The parties are independent contractors. This Agreement does not create an employer-employee relationship, partnership, joint venture, or agency relationship and does not create a franchise. Neither Company nor any of its representatives may make any representation, warranty or promise on Ixonn’s behalf.

(b) No representations. Company has not relied on any representations by Ixonn about Ixonn Materials in deciding to acquire them or to enter into this Agreement. Company warrants that it has relied on its own skill and judgment or that of Company’s advisers inrelation to these matters. However, neither party limits or excludes liability for fraudulent misrepresentations.

(c) Notices. Notices may be provided either by electronic or physical mail. The contact person(s) identified in the Program profile will receive notices at the address provided by Company. Each party may change the persons to whom notices will be sent by giving notice to the other.

(d) Applicable law. Applicable law, jurisdiction and venue for this Agreement are identified below. This choice of jurisdiction and venue does not prevent either party from seeking injunctive relieffor a violation of intellectual property rights, confidentiality obligations or enforcement of recognition of any award or order. Injunctive relief or enforcement of recognition may besought in any appropriate jurisdiction. The laws of the State of New South Wales govern this Agreement. If federal jurisdiction exists, the partiesconsent to exclusive jurisdiction and venue in the federal courts in Sydney, New South Wales. 

(e) Attorneys’ fees. If either Ixonn or Company employs attorneys to enforce any rights arising out of or relating to this Agreement, the prevailing party will be entitled to recover its reasonable attorneys’ fees, costs and other expenses, including the costs and fees incurred on appeal or in a bankruptcy or similar action.

(f) Compliance with laws. Compliance with the Ixonn Partner Program Statement of Business Rules. Company will comply with the terms of the Ixonn Partner Program Statement of Business Rules as outlined in Exhibit A.

(g) Assignment. Either party may assign this Agreement to an Affiliate. If either party assigns this Agreement, it must notify the other in writing. Any other assignment requires prior written approval of the other party.

(h) Waiver. A party’s delay or failure to exercise any right or remedy will not result in a waiver of that or any other right or remedy.

(i) Severability. If any court of competent jurisdiction determines that any provision of this Agreement is illegal, invalid or unenforceable, the remaining provisions will remain in full force and effect.

(j) Integration and modification.

(1) Entire Agreement. This Agreement (including any exhibits), the Partner Website form the entire agreement between the parties regarding the Program. It replaces all prior agreements, communications and representations between the parties regarding the Program.

(2) Amendment. This Agreement can be changed only by an amendment signed by both parties.

(k) Language. Ixonn offers this Agreement in several languages. The language version in which Company accepts this Agreement will control. 

(l) Ixonn contracting entity. The Ixonn contracting entity for this Agreement is determined by the country or region where Company is located. See details below:

(1) The Ixonn entity for the following countries or regions is indicated below: 

Argentina, Bolivia, Brazil, Chile, Colombia, Paraguay, Peru, Uruguay and Venezuela:

Ixonn do Brasil 

Avenida Paulista 2518, 12 Andar, 

São Paulo, SP 01310-6011

Brasil

(2) The Ixonn entity for the following countries or regions is indicated below: 

Israel, Portugal, South Africa, Spain and United Kingdom:

Ixonn Israel

3 Aluf Kalman Magen

Tel Aviv, 

Israel

(3) The Ixonn entity for the following countries or regions is indicated below: 

Australia and its external territories, Nauru, New Zealand:

Ixonn Pty Limited

Level 5, 155 Clarence St

Sydney, NSW 2000

Australia

Exhibit A

Ixonn Partner Program Statement of Business Rules. The members of the Program provide customers with Ixonn Products, support and solutions based on Ixonn technologies. Ixonn collaborates with Program members in those activities. Therefore, it is important for Ixonn that Company shares its values. Company must observe this Ixonn Partner Program Statement of Business Rules. Company will have integrity in all its interactions. Company interacts with a variety of individuals and groups and must be committed to interacting with them in a respectful, ethical manner. Company must ensure that all communications to its customers be truthful, accurate, and not misleading. Company may not make or attempt to make any unauthorized commitment on behalf of Ixonn. Company will run its Ixonn-related business in compliance with its Ixonn agreement(s).

Company will run its business in compliance with applicable laws and regulatory requirements. In addition to any specific obligations under this Agreement or any separate agreement(s), Company must:

– conduct its business activities with Ixonn in full compliance with applicable laws and regulations;

– conduct its business in Ixonn-related activities in full compliance with applicable laws and regulations;

– comply with the laws and regulations that govern the rights to and protection of Ixonn copyrights, trademarks, patents, trade secrets, and other forms of intellectual property;

– must honestly and accurately record and report all business information and comply will all applicable laws regarding their completion and accuracy; and 

– comply with all applicable anti-bribery laws and must not, directly or indirectly, make or offer bribes, kickbacks, or other payments to any third party, for the purpose of wrongfully obtaining or retaining business related to Ixonn Products.

Enforcement of and Compliance Verification with the Statement of Business. Ixonn intends to enforce the terms of the Statement of Business Rules in accordance with the terms of this Agreement. In addition, Company is expected to self-monitor its compliance with the Statement of Business Rules.

Compliance Acknowledgement. Company is required, as a condition for maintaining its enrollment in the Program, to acknowledge its obligation to comply with the Statement of Business Rules.

Reporting Issues. Company may report any issue related to this Statement of Business Rules, including any request by a Ixonn representative for Company to act in a manner that conflicts with this Statement of Business Rules or this Agreement, by using any of the resources listed below. Company is encouraged to work with its primary Ixonn contact in resolving a business practice or compliance concern. However, Ixonn recognizes that there may be times when this is not possible or appropriate. In such instances, please use any of the following:

– Confidential E-Mail. A confidential e-mail may be submitted via the Ixonn Website. E-mails will be received by a third-party vendor, who will remove contact information before forwarding a summary to Legal Compliance.

– Letter. A letter may be sent to the Director of Compliance at Ixonn Pty Limited, Legal and Corporate Affairs, Level 5, 155 Clarence St, Sydney NSW 2000, Australia. Letters sent to the Director of Compliance may be submitted anonymously if desired.

Ixonn will handle inquiries discreetly and make every effort to maintain, within the limits allowed by the law, the confidentiality of anyone requesting guidance or reporting a possible violation.