Reseller Agreement

You can download the Prophet reseller agreement by clicking here.

This Reseller Agreement (“Agreement”) is made between Prophet Security, Inc., a Delaware corporation having its principal place of business at 349 Selby Lane, Atherton, CA 94027 (“Prophet”) and Partner (defined below) and governs the Customer’s use of the Prophet Assets (as defined below). 

“Partner” means a person or entity that accepts and agrees to the terms of this Agreement as of the earlier date (“Effective Date”) where such person or entity either clicks a box indicating acceptance of this Agreement, gains access to the Prophet partner portal or uses a Prophet Asset. Prophet reserves the right to modify or update this Agreement in its sole discretion, the effective date of such updates and/or modifications will be the earlier of: (i) 30 days from the date of such update or modification; or (ii) Partner’s continued access to the portal or use of a Prophet Asset(s).

IF YOU DO NOT ACCEPT THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THE PROPHET ASSETS. THE PROPHET ASSETS ARE INTENDED FOR THE PARTNER AND ITS AUTHORIZED USERS ONLY AND ARE NOT FOR USE BY CHILDREN UNDER 13 YEARS OF AGE. IF AN INDIVIDUAL IS ENTERING INTO THIS AGREEMENT ON BEHALF OF A LEGAL ENTITY, SUCH PERSON REPRESENTS AND WARRANTS THAT IT HAS THE LEGAL AUTHORITY TO BIND SUCH LEGAL ENTITY TO THIS AGREEMENT AND THIS AGREEMENT APPLIES TO SUCH ENTITY WHICH IS DEEMED THE PARTNER.

If Partner and PROPHET have executed a written agreement governing Partner’s access to and use of the Prophet Assets as an Prophet partner, then the terms of such signed agreement will govern and will supersede this Agreement. The parties agree as follows: 

1. Definitions. As used in the Agreement: 
   
   1. “Affiliates” means any entity that now or hereafter controls, is controlled by, or is under common control with, a specified entity. Such entity shall be deemed to be an Affiliate only so long as such control exists. 
   2. “Confidential Information” means any information of a confidential or proprietary nature provided by a party to the other party, which includes any information that should be reasonably understood as confidential under the circumstances, including the terms of this Agreement and each invoice, Purchase Order, and the Prophet Assets. Confidential Information does not include information that: (i) is or becomes public knowledge without any action by, or involvement of, the party to which the Confidential Information is disclosed; (ii) is documented as being known to the Receiving Party prior to its disclosure by the Disclosing Party; (iii) is independently developed by Receiving Party without reference or access to the Confidential Information of the Disclosing Party and is so documented; or (iv) is obtained by Receiving Party without restrictions on use or disclosure from a third party.
   3. “Documentation” means any documentation furnished by Prophet together with the Products that describe their features and functionality.
   4. “Price List” means the then current Prophet price list offered by Prophet to Partners enrolled in Prophet’s “Partner Program.”
   5. “Products” means the Prophet products identified in the Price List, including (i) software products in object code form including the Service and its Documentation and Support, and (ii) other materials related to the foregoing, if any, supplied to Partner in a commercial package.
   6. “Prophet Assets” means the Products, Prophet Marks and any other Prophet intellectual property rights.
   7. “Prophet Marks” means the trademarks and/or trade names of Prophet provided to Partner, as may be updated by Prophet from time to time.
   8. “Service” means Prophet's proprietary solution offered as a software-as-a-service, that uses machine learning technology as well as third party generative AI services, that automates the triage, investigation and response process for security alerts including the Prophet Assets and Support.
   9. “Support” means the technical support terms for the Service provided by Prophet to Users via the Terms of Service or as otherwise agreed in writing between Prophet and a User. 
   10. “Taxes” means any taxes, charges, fees, levies, imposts, duties, tariffs or other assessments imposed by or payable to any federal, state, local or foreign tax or governmental authority, including, without limitation, sales, use, goods, services, value-added, transfer, customs, personal property, stamp duty, excise, withholding and other obligations of the same or similar nature.
   11. “Terms of Service” means Prophet’s then current standard Terms of Service delivered either via Prophet’s website (at: https://www.prophetsecurity.ai/bd-msa-3e29f), including Prophet’s standard data processing agreement (at: https://www.prophetsecurity.ai/bd-dpa-987943qa) (“DPA”), each of which Prophet may amend from time to time in its sole discretion, or as a written, negotiated agreement between Prophet and the User (together, also referred to as the “Master Services Agreement” or “MSA”).
   12. “User(s)” a purchaser of the Products for internal business usage and not for purposes of further distribution or resale.
2. Prophet Partner Program; Partner Rights & Obligations. 
   
   1. Appointment of Partner. Prophet appoints Partner as a non-exclusive reseller of the Products to Users during the Term. Nothing in this Agreement limits Prophet’s right to appoint other partners, sales representatives, or retailers, or directly or indirectly license, distribute, and/or provide the Products directly to Users.
   2. Grant of Rights to Partner. Prophet grants Partner a non-transferable, non-exclusive license during the Term to: (i) promote, market and sell annual subscriptions to access the Products by Users; (ii) distribute the Documentation to Users; and (iii) use the Prophet Marks to promote and identify the Products.
   3. Restrictions & Limitations. Partner will not, directly or through others: (i) market, license, sell, distribute, transfer or otherwise commercially exploit the Products, except as expressly authorized in Section 2(b) above; (ii) copy or repackage any of the Products without Prophet’s prior written consent; (iii) modify the Prophet Assets or translate them into any other language, except that Partner may translate the Documentation at its own expense as necessary to distribute the Documentation with Prophet’s prior written approval; (iv) disassemble, reverse engineer or decompile the Products, or prepare derivative works from the Products, or attempt to discover any portion of the source code or trade secrets related to the Products; or (v) sell, lend, rent, give, assign or otherwise transfer or dispose of the Products except in accordance with the grant of rights in Section 2(b) above; or (vi) remove, obscure or alter any notice of copyright, trademark or other proprietary right appearing in or on the Prophet Assets. 
   4. Other Partner Obligations. Partner will: 
      
      1. Use industry best practices in performing its obligations under this Agreement; 
      2. Not sell any subscriptions to the Products to any existing or prospective Users unless otherwise agreed to in writing by Prophet via an approved Prophet deal registration;
      3. Not make or extend on behalf of Prophet any written or oral warranty with respect to the Products except as may be contained in the Terms of Service;
      4. Promptly inform Prophet of any claim, action, or proceeding, whether threatened or pending, that comes to Partner’s attention and involves Prophet or the Products; and
      5. Immediately notify Prophet of any known or suspected breach of the Terms of Service or other unauthorized use of the Service by a User of which Partner becomes aware.
   5. Deal Registration. Prophet will not actively market the Products to any opportunity registered by Partner (via email to Prophet at dealreg@prophetsecurity.ai for ninety (90) days from the date of Prophet’s acceptance of such registration, unless such opportunity is converted into a trial or live account for those Products which Partner is authorized to resell, in which case Prophet will not knowingly market new Products to such opportunity so long as such Partner remains actively engaged in a pre-sales capacity with such opportunity. For purposes of the foregoing, an ’opportunity’ is described in Prophet’s “Deal Registration Guidelines” which Prophet will make available to Partner in writing during the Term. Adherence to Prophet’s Deal Registration Guidelines are necessary to gain partner level discounts.
   6. Sales and Marketing of the Products. Partner will use its best efforts to promote and market the Products. Partner will: (i) conduct regular promotional, advertising and marketing activities regarding the Products; (ii) contact Users and potential users for purposes of promoting the Products; (iii) participate in and promote the Products at trade shows, conventions and other similar events; (iv) cooperate with Prophet in any promotional, marketing or joint advertising efforts agreed to by the parties; (v) maintain such organization and resources as necessary for performance of this Agreement; and (vi) give immediate attention to and use best efforts to promptly and equitably respond to, adjust and settle (without incurring any obligation or liability on behalf of Prophet) any complaints arising out of or in connection with Partner’s activities hereunder. Partner will not assign or delegate performance of any of its obligations under this Agreement (other than to its own employees) without Prophet’s prior written consent.
   7. Training. Partner will be required to participate in “Training” programs as reasonably requested by Prophet from time to time during the Term. Prophet will be responsible for the costs of Training. If Partner wants more of its employees to participate in Training than required  by Prophet, Prophet may charge for the costs associated with such additional employees.
   8. Terms of Service.  
      
      1. Partner understands that Prophet licenses the Products directly to Users via the Terms of Service. Prophet makes all warranties regarding the Products directly to Users via the Terms of Service. For clarity, Partner is not authorized to make any different or additional warranties or other commitments to Users on Prophet’s behalf.
      2. Partner will notify (e.g., include a copy of or link to the Terms of Service in each quotation and order form to the User) each User that the Products are subject to the Terms of Service and that by placing an order with Partner, User agrees to the Terms of Service. Partner will inform Prophet promptly upon any request from a prospective User to modify the terms of the Terms of Service.
   9. Government Rights. If the User is a U.S. government entity, Partner acknowledges that elements of the Products constitute software and documentation and are provided as “Commercial Items” as defined at 48 C.F.R. 2.101, and are being licensed to U.S. government end users as commercial computer software subject to the restricted rights described in 48 C.F.R. 2.101 and 12.212.
   10. Trademarks.
       
       1. Subject to the terms of this Agreement, Prophet grants Partner a non-exclusive, non-transferable, non-sublicensable, revocable, royalty-free license to use and reproduce the Prophet Marks solely for purposes of marketing the Products to Users.
       2. Partner may include the Prophet Marks in all advertising, promotional literature, Documentation and other marketing materials related to the Products. Partner shall comply with the trademark guidelines and procedures established by Prophet in Partner’s use of the Prophet Marks as set forth at the following: https://www.prophetsecurity.ai/about-us#press. 
       3. Partner shall not adopt brands, logos, trademarks, trade names or other marks which are the same as or confusingly similar to the Prophet Marks. Partner’s use of the Prophet Marks in any advertisement, point-of-purchase display, promotional display or other item shall be subject to Prophet’s prior review and approval. Upon Prophet’s request, Partner shall furnish to Prophet an advance copy of each advertisement, display or other item using the Prophet Marks.
       4. Neither party acquires any right or interest in the other’s brands, logos, trademarks, trade names or other marks except as provided for expressly in this Agreement. All use of the Prophet Marks, and all goodwill arising out of such use, will inure to the sole benefit of Prophet.
       5. Upon Partner’s prior written approval, on a case by case basis, Prophet may include Partner’s marks in its marketing collateral subject to Partner’s guidelines. All use of Partner’s marks, and all goodwill arising out of such use, will inure to the sole benefit of Reseller.

3. Availability and Suspension of the Products. 
   
   1. Changes in the Products. Prophet has no obligation to provide Partner with advance notice of any changes in the Products, but may do so in its discretion, except where any such changes will, in Prophet’s reasonable determination, have a materially adverse effect on the nature of the Product.
   2. Suspension or Termination of the Products. Prophet reserves the right as provided for in the Terms of Service to suspend or disable a User’s access to the Products without incurring liability of any kind where Prophet reasonably and in good faith believes that such User is in violation of the Terms of Service. Prophet will notify such User in advance unless it is necessary to comply with legal process, regulation or order, or to prevent imminent harm to the Products or any third party, in which case Prophet will notify the User, to the extent allowed by applicable law, as soon as reasonably practicable. If, in Prophet’s reasonable determination, the suspension may be indefinite and/or Prophet has elected to terminate the User’s access or account to the Products, Prophet will notify Partner and the parties will work in good faith to determine the appropriate credit, if any, due from Prophet to Partner for such suspension or termination.
4. Fees & Payment. 
   
   1. Prices and Discounts. Partner will sell subscriptions to the Product to Users at the prices it selects. The suggested prices for the resale of Product by Partner to Users are set forth in the then current Price List. Partner will be responsible for collecting any and all payments (annual unless otherwise agreed in writing between the parties) from such Users for access to or subscriptions to the Products. Prophet may, from time to time, change its prices in the Price List upon notice to Partner. Prophet will give Partner reasonable advance notice of any update or revision to the Price List. Unless specifically stated in writing by Prophet, the fees due to Prophet and pricing specified under this Agreement shall not be reduced by any other discount offered by Prophet or any third party.
   2. Purchase Orders. Partner will submit purchase orders for the Products to be resold to Users. Partner will submit purchase orders, via email to orders@prophetsecurity.ai, and must set forth the following information: name and contact information of the User, including address, phone number, e-mail address, pricing, and purchase order number (each, a "Purchase Order"). Any additional or inconsistent terms and conditions printed or referenced on any ordering document submitted by Partner will be of no effect. Purchase Orders will be deemed accepted upon receipt, unless Prophet provides written notice (including by e-mail) of rejection within three business days following receipt of the purchase order. Following Prophet’s acceptance of a Purchase Order, Prophet will provide access to the Products to the User by means of an email sent to the address of User set forth on the Purchase Order.
   3. Invoices and Payments. 
      
      1. Prophet will submit invoices to Partner, setting forth the amount payable for the Products sold. Partner will pay all amounts to Prophet in the form and format specified by Prophet in the applicable Purchase Order.
      2. Payment for all Prophet invoices: (i) are due within thirty (30) days from the date of the invoice; and (ii) any amounts not paid when due shall accrue interest at the rate of one and one-half percent (1.5%) per month or the highest rate permitted by applicable usury law, whichever is less, determined and compounded daily from the date due until the date paid. 
      3. All fees and other amounts specified in this Agreement are specified and payable in the lawful money of the United States Dollar or as otherwise specified in a signed writing between Partner and Prophet. 
      4. In the event of any disputes in the calculations of the payment hereunder between Partner and Prophet, Prophet’s reasonable method of calculating such fees and other amounts any shall prevail.
   4. Taxes. The fees payable under this Agreement are net amounts and do not include Taxes. All such Taxes (excluding Taxes on Prophet’s income) will be paid or reimbursed by Partner. Partner shall pay Prophet the amount invoiced in full, which amount shall not be reduced by any withholding, set-off or any other form or reduction.
5. Prophet Responsibilities. 
   
   1. Marketing Materials. Prophet will provide Partner reasonable access to sales literature, tools and other items relating to the Products as Prophet deems necessary and appropriate and generally furnishes to its other resellers. Partner will use such items only in furtherance of its obligations under this Agreement.
   2. User Support. Prophet will provide technical Support to Users in accordance with the Terms of Service. Partner will promptly report to Prophet all complaints from any User related to the Products (including warranty claims). Notwithstanding the foregoing, Partner will fully cooperate with Prophet in dealing with any User complaints concerning the Products and will take action to resolve such complaints as may be requested by Prophet.
6. Term; Termination and Effect.
   
   1. Term. The Term commences on the Effective Date and continues for one (1) year (“Initial Term”) and the Agreement will be automatically extended for additional one-year terms (each, a “Renewal Term”) unless terminated as provided for in this Agreement. No less than sixty (60) days before the end of the Initial Term or any Renewal Term thereafter, either party may give the other party written notice of termination, in which case this Agreement will terminate at the end of the current Initial Term or Renewal Term. “Term” means the Initial Term and each Renewal Term collectively. 
   2. Purchase Order Renewal. Unless this Agreement is terminated as provided for herein, any order(s) placed by Partner will automatically renew (for the period specified in the Purchase Order) and will be subject to payment of the corresponding fees, with either party having the ability to provide the other party with its intent not to renew the applicable order(s) with at least 30 days written notice prior to the end of the then-current subscription period of such order(s). For the avoidance of doubt, any discounts offered by Prophet to Partner during a prior subscription period will not apply during any new or renewal subscription period unless specifically agreed-to in writing by the parties.
   3. Termination.
      
      1. By Either Party. Either party may terminate this Agreement: (i) upon thirty (30) days' notice to the other party if the other party materially breaches this Agreement and such breach remains uncured at the expiration of such thirty (30) day period; or (ii) immediately, if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, liquidation, or assignment for the benefit of creditors. 
      2. By Prophet. (a) Prophet may terminate this Agreement in its sole discretion for any reason upon ninety (90) days’ written notice to Partner. (b) Prophet may terminate this Agreement immediately upon notice in the event of any of the following: (1) any failure of Partner to pay, when due, any indebtedness owing by Partner, unless expressly waived in writing by Prophet; (2) if any principal officer, manager or employee of Partner is convicted of any crime which, in the opinion of Prophet, may adversely affect the business or interests of Prophet; or (3) Prophet receives notice of User dissatisfaction with Partner’s service or ongoing User complaints attributable to Partner.
   4. Effect of Termination. Upon the expiration or termination of this Agreement, (i) subject to Section 6(e), the licenses herein will terminate; (b) Partner will immediately cease to market, promote and distribute the Products and documentation and cease use of the Prophet Marks; and (c) Partner will immediately pay to Prophet all amounts due for sales of Products up to the termination or expiration date.
   5. Transition Period. Following the expiration or any termination of this Agreement, in Prophet’s discretion: (i) Partner will immediately transition any Users and assign to Prophet any agreements between Partner and such Users governing the resale of the Products for Prophet’s continued invoicing of such Products; or (i) Prophet may permit Partner to continue invoicing for Products to existing Users with active accounts prior to the effective date of the expiration or termination of this Agreement in accordance with the terms of this Agreement, unless and until such Products expire, terminate or otherwise end in accordance with their applicable terms and/or the Terms of Service.
   6. Survival. The following provisions will survive any expiration or termination of the Agreement: Sections 8 (Confidentiality), 9 (Ownership), 11 (Indemnification), 12 (Limitation on Liability), and 15 (Miscellaneous, as applicable).
7. Confidentiality. 
   
   1. Each party that receives ("Receiving Party") Confidential Information of the other party ("Disclosing Party") will protect and preserve such Confidential Information as confidential, using no less care than that with which it protects and preserves its own confidential and proprietary information (but in no event less than a reasonable degree of care), and will not use or disclose the Confidential Information for any purpose except to perform its obligations and exercise its rights under this Agreement.  
   2. Receiving Party may disclose, distribute, or disseminate Disclosing Party's Confidential Information to any of its officers, directors, members, managers, partners, employees, contractors, or agents (together, "Representatives"), provided Receiving Party reasonably believes that its Representatives have a need to know and such Representatives are bound by confidentiality obligations at least as restrictive as those contained herein. The Receiving Party is responsible for any violations of this Agreement by any of its Representatives.
   3. A Receiving Party will not violate its confidentiality obligations if it discloses Disclosing Party's Confidential Information if required by applicable laws, including by court subpoena or similar instrument so long as the Receiving Party provides the Disclosing Party with written notice of the required disclosure so as to allow the Disclosing Party to contest or seek to limit the disclosure or obtain a protective order. If no protective order or other remedy is obtained, the Receiving Party will furnish only that portion of the Confidential Information that is legally required, and agrees to exercise reasonable efforts to ensure that confidential treatment will be accorded to the Confidential Information so disclosed.
   4. Each party acknowledges that any violation or threatened violation of this Section 7 may cause irreparable injury to the other party, entitling the other party to seek injunctive relief in addition to all legal remedies.
8. Disclaimers. EXCEPT AS OTHERWISE PROVIDED HEREIN, THE DOCUMENTATION, OR IN THE TERMS OF SERVICE, PROPHET MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH REGARD TO PARTNER, OR THE PRODUCTS, UNDER THIS AGREEMENT. TO THE FULLEST EXTENT PERMITTED BY LAW, PROPHET, AND ITS LICENSORS AND SUPPLIERS, DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY: (A) IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; (B) IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE; (C) OBLIGATION, LIABILITY, RIGHT, REMEDY OR CLAIM IN TORT, NOTWITHSTANDING ANY FAULT, NEGLIGENCE, STRICT LIABILITY OR PRODUCT LIABILITY OF PROPHET (WHETHER ACTIVE, PASSIVE OR IMPUTED); AND (D) IMPLIED WARRANTY OF NON-INFRINGEMENT.
9. Ownership.
   
   1. Prophet Property. The Prophet Assets are the sole property of Prophet and/or its suppliers to the full extent provided by law.
   2. Partner Property. The Partner trademarks and other Partner intellectual property rights are the sole property of Partner and/or its suppliers to the full extent provided by law.
   3. Feedback. Partner may provide comments, suggestions and recommendations to Prophet with respect to the Prophet Assets (including, without limitation, comments, suggestions and recommendations with respect to modifications, enhancements, improvements and other changes to each of the foregoing) (collectively, "Feedback"). Prophet may freely use and exploit any such Feedback without any obligation to Partner, unless otherwise agreed upon by the parties in writing.
10. Indemnification. 
    
    1. By Prophet. 
       
       1. Prophet will defend Partner, and its Affiliates, including each of the foregoing’s officers, directors, employees and agents (collectively, “Partner Indemnified Parties”), from any third-party claim, demand, dispute, suit or proceeding, and Prophet will indemnify the Partner Indemnified Parties from and against any related losses, liabilities, damages, costs or expenses (including, without limitation, attorneys’ fees), finally awarded against the Partner Indemnified Parties to such third party, by a court of competent jurisdiction or agreed to in settlement, arising out of or related to a third party alleging that the Prophet Assets infringe a third party’s intellectual property rights or misappropriate a trade secret of a third party.
       2. Prophet will not be obligated to defend or be liable for costs or damages solely to the extent the infringement or misappropriation is attributable to: (i) any unauthorized use, reproduction, or distribution of the Prophet Assets by the Partner Indemnified Parties which is the subject of the claim; or (ii) any unauthorized combination of, or modification to, the Prophet Assets, other than as expressly approved by Prophet, that causes the underlying claim where such claim would have not occurred but for such unauthorized act.
       3. THIS SECTION 10(A) STATES PROPHET’S ENTIRE RESPONSIBILITY AND PARTNER’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO THIRD-PARTY CLAIMS RELATED TO INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS UNDER THIS AGREEMENT.
    2. By Partner. Partner will defend Prophet, and its Affiliates, including each of the foregoing’s officers, directors, employees and agents (collectively, “Prophet Indemnified Parties”), from any third-party claim, demand, dispute, suit or proceeding, and Partner will indemnify the Prophet Indemnified Parties from and against any related losses, liabilities, damages, costs or expenses (including, without limitation, attorneys’ fees), finally awarded against the Prophet Indemnified Parties to such third party, by a court of competent jurisdiction or agreed to in settlement, arising out of or related to: (i) any written or oral warranty to Users with respect to the Products not authorized in the Terms of Service; or (ii) a violation of applicable law (i.e. regulations, statutes  or orders or their equivalent in other countries), in the course of acting under this Agreement.
    3. Process. The  Indemnified  Parties will:  (i)  give the  Indemnifying  Party prompt  written  notice  of  any  claim,  action  or demand  for  which  indemnity  is  claimed;  (ii)  give Indemnifying  Party sole  control  over  the  defense  and settlement of the claim, provided that Indemnifying Party will not settle any claim that involves the payment of money or acknowledgement of wrongdoing on the part of Indemnified Parties without Indemnified Parties’ prior  written  approval such  approval  not  to  be  unreasonably withheld,  conditioned or  delayed;  and  (iii) provide Indemnifying  Party with  reasonable cooperation,  at Indemnified Parties’ expense,  in  connection with the defense and settlement of the claim.
11. Limitation on Liability. 
    
    1. NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF, OR IN CONNECTION WITH, THIS AGREEMENT.
    2. EXCEPT FOR EACH PARTY’S RESPECTIVE INDEMNIFICATION OBLIGATIONS UNDER SECTION 10, A BREACH OF CONFIDENTIALITY UNDER SECTION 7, OR FOR A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCODUCT, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY UNDER THIS AGREEMENT, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT THE PARTY SEEKING A REMEDY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, IN THE AGGREGATE FOR ANY AMOUNT IN EXCESS OF THE FEES PAID BY PARTNER TO PROPHET FOR PURCHASES OF THE PRODUCTS IN THE TWELVE (12) MONTH PERIOD PRECEDING THE CLAIM GIVING RISE TO SUCH LIABILITY.
12. Export Laws. Each party will comply with all export control laws and regulations of the United States in dealing with the Products and Services. The Prophet Assets are subject to export control laws and regulations. Partner may not resell, access or use the Prophet Assets or any underlying information or technology except in full compliance with all applicable United States export control laws. Neither the Prophet Assets nor any underlying information or technology may be accessed or used: (i) by any individual or entity in any country to which the United States has embargoed goods; or (ii) by anyone on the U.S. Treasury Department’s list of specially designated nationals or the U.S. Commerce Department’s list of prohibited countries or debarred or denied persons or entities.
13. Compliance with Laws. Each party shall comply with all applicable local or international laws, regulations, rules, orders and other requirements, now or hereafter in effect, of any applicable governmental authority, including, without limitation, the “Foreign Corrupt Practices Act” enacted by the United States of America and all laws pertaining to customs, taxes and contracts, in its performance of this Agreement and its distribution, licensing and use of the Products. Each party acknowledge that the laws and regulations of the United States restrict the export and re-export of software, commodities and technical data of United States origin. Partner will provide Prophet any information and take any action reasonably requested by Prophet to enable Prophet to comply with applicable laws, orders and regulations related to this Agreement and/or the Products. Neither party will, by itself or with or through others, participate in any illegal, deceptive, misleading or unethical practices or activities, including, without limitation, disparagement of the other party or the other party’s products or services, or take any other action which may be detrimental to the other party or the other party’s products or services.
14. No Offers, Gifts or Payments. Neither party will, directly or indirectly, offer, promise, authorize or make any gift or payment to: (a) any person who is a candidate for political office or who is a consultant, partner, director, officer, employee, agent, official or representative of any government, political party, User or prospective User; or (b) any government, political party, User or prospective User, under circumstances where such gift or payment would constitute a bribe, kickback or illegal payment under any applicable law, regulation, rule, order, decree or other requirement of the government of the United States, any government in the Territory or any other country having jurisdiction.
15. Miscellaneous. This Agreement will be construed and interpreted in accordance with the laws of the state of California, USA, excluding its rules for choice of law. The state and federal courts located in San Francisco, CA will have exclusive jurisdiction and venue of all matters that related to or arise from the subject matter of this Agreement. Each party acknowledges that any actual or threatened breach of this Agreement may constitute immediate, irreparable harm to the other party for which monetary damages would be an inadequate remedy, and that injunctive relief may be an appropriate remedy for such breach. In the event of any breach of this Agreement, the non-breaching party may seek immediate injunctive relief without the necessity of posting bonds. This Agreement does not create any agency or partnership relationship. Any failure to enforce any provision of this Agreement shall not constitute a waiver of any other provision. If any provision is held to be illegal, invalid, or unenforceable, the remaining provisions shall remain in full force and effect. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof. This Agreement may not be amended, nor any obligation waived. All notices under this Agreement shall be in writing and delivered to the respective addresses set forth herein. 
    
    Neither party will assign or otherwise transfer its rights or delegate its obligations under the Agreement, in whole or in part, without the prior written consent of the other party and any attempt to do so will be null and void; provided, however, that either party may assign this Agreement (i) in the event of a merger, consolidation, change of control, or sale of all or substantially all of a party's securities or assets, or (ii) to a wholly-owned subsidiary ((i) and (ii) together an "Assignment"), provided that such Assignment is not to a direct competitor of the non-assigning party.

Exhibit A
Go to Market Details

Go to Market Activities. In connection with the transactions contemplated by the Agreement, the parties intend to develop a broad strategic partnership that will be defined in greater detail and by mutual written agreement during the Initial Term, based on the general terms outlined below:

Mutual Obligations: 

1. Broad announcement of the partnership in press, website, outbound emails, and use of any trademarks requires prior written approval, not to be unreasonably withheld, and subject to the other party’s then current branding guidelines.
2. Develop a common “Go to Market” strategy.