Partner Licensing Agreement

This Partner Agreement ("Agreement") is entered into by and between Siber Systems, Inc., a Virginia corporation with offices at 3701 Pender Drive, Suite 400, Fairfax, VA 22030, USA ("Siber"), and the Partner entity accepting this Agreement either by signature below or click agreement ("Partner"). The term "Partner" includes both Resellers and Managed Service Provider Part A: General Terms (Applicable to All Partners) 1. Definitions 1.1 "Aggregated Data" means de-identified statistical data derived from use of the Products that does not identify any individual or End Customers. 1.2 "Branding Guidelines" refers to Siber’s published rules and materials governing the permitted use of its trademarks, logos, and promotional assets, as referenced in Section 11. 1.3 "End Customer" means any third party business customer that purchases or is provisioned access to the Products by Partner, to the extent authorized in this Agreement. 1.4 "Confidential Information" means all non-public, proprietary, or confidential information disclosed under this Agreement, whether oral, written, digital, or visual, including but not limited to technical, commercial, financial, customer, or product-related data, and governed by Section 7. 1.5 "DPA" means Siber’s Data Processing Addendum, which governs the processing of personal data in compliance with applicable privacy laws (e.g., GDPR) and is incorporated by reference into this Agreement. 1.6 "EULA" means the end user license agreement that is executed by the End Customer (whether Partner is a Reseller or Managed Service Provider) to RoboForm or GoodSync, which governs End Customer access to the Products and is available on the respective Siber product websites or provided with the Products. 1.7 "Intellectual Property" or "IP" means all intellectual property rights held or licensed by Siber, including but not limited to patents, copyrights, trademarks, trade secrets, documentation, brand assets, software, tools, methodologies, and proprietary technologies related to the Products. 1.8 "Licensed User Account" means a User account in licensed (non-trial) status within an End Customer providing access to the Products through an MSP. 1.9 “Managed Service Provider” or “MSP” means a Partner as designated by Siber as a “MSP”, which provides access to the Product functionality residing their own managed service platform benefiting multiple to End Customers containing a centralized interface provided by Siber that enables MSPs to provision, manage, and bill RoboForm and/or GoodSync for End Customers. 1.10 "MSP Portal" means the portal developed by the MSP to provide access to End Customers of the Products. 1.11 "Partner" means an entity that has agreed to the terms of this Partner Agreement and participates in the Siber Partner Program. The different types of Partners are either a Managed Service Provider or a Reseller, and Partner may qualify as either one type of Partner for the purpose of this Partner Agreement, depending on the circumstances. 1.12 “Partner Program Guide” means the documentation provided by Siber outlining current pricing, discount structures, incentive benefits, usage thresholds, and other program terms, as determined and updated by Siber from time to time. This Partner Program Guide currently consists of two documents; the MSP Partner Program Guide for MSPs and Reseller Partner Program Guide for Resellers. 1.13 "Products" means the RoboForm and GoodSync software, and associated components, features, integrations, support, documentation, updates, marketing materials, provided by Siber, whether delivered via cloud, on-premises, or hybrid deployment models. 1.14 "Reseller" means a Partner, as designated by Siber as a “Reseller”, authorized to market, promote, and sell the Siber Products to End Customers. The Reseller acts as an intermediary between Siber and End Customers and facilitates sales without altering the Siber’s Products. 1.15 "User" means an individual RoboForm or GoodSync user account within an End Customer. 2. Purpose This Partner Agreement sets forth the terms and conditions under which Siber authorizes Partner to promote, market, and resell the Siber's Products. The purpose of this Partner Agreement is to establish a collaborative partnership that enables Partner to distribute the Products to End Customers, either directly or through authorized channels, in a manner that benefits all parties. In case the Partner is an MSP, this Partner Agreement authorizes the Partner to manage RoboForm and GoodSync for Business client environments, administer User accounts, and provide authorized managed services to End Customers. 3. Relationship of the Parties Partner is, and shall remain, an independent contractor. Nothing in this Agreement shall be construed to create an agency, partnership, joint venture, or employment relationship between Siber and Partner. Partner shall not have, and shall not represent that it has, any authority to bind, commit, or obligate Siber in any way. 4. Grant of License 4.1 Grant of General Resale License. Siber hereby appoints Partner a limited, nontransferable, revocable non-exclusive, term license to promote, and market, the Products to End Customers during the term of this Agreement, subject at all times to the terms and conditions of this Agreement, as it may be updated and amended by Siber from time to time in its sole discretion. Siber acknowledges that Partner retains the right to market services on behalf of other service providers provided such activity does not infringe upon or misrepresent Siber’s Products or brand. Partner is an independent contractor and will have no right, power, or authority to bind or obligate Siber in any manner whatsoever. 4.2 Non-Interference. Partner agrees that, for the duration of this Agreement, Partner will not directly or indirectly solicit or encourage any End Customer to terminate, discontinue or reduce their use of the Products. 4.3 Evaluation Agreements. If a Purchase Order indicates that licenses granted are for evaluation purposes, Siber hereby grants Partner a temporary (as designated by Siber in writing), non-exclusive, non-transferable, and revocable license to resell the Products solely for internal testing, evaluation, proof-of-concept, or demonstration purposes during the specified evaluation period. 4.4 Other Terms. Partner will abide by all policies and procedures established by Siber from time to time regarding the promotion of the Products and all other matters related to the marketing, providing access to and support for the Products. Partner shall not delegate performance of any of its obligations under this Agreement without Siber's prior written authorization at its sole discretion. Where authorization is provided, Partner will be responsible for the exercise and performance of its rights, duties and obligations to the same extent as if such actions had been taken by Partner directly. Partner will ensure that all authorized persons performing such obligations are properly qualified and experienced to perform the same. 5. Partner Obligations 5.1 Sales Efforts. Partner shall refer to Siber, and solicit orders from, End Customers interested in purchasing the Products and shall: (a) assist the End Customer with the login and enrollment process to the Siber’s Product, including, but not limited to, the End Customer’s execution of a EULA; (b) train and maintain capable technical and sales personnel having the knowledge and training necessary to properly inform End Customers of the features and capabilities of the Products and meet any mutually agreed standards for displaying, demonstrating, and explaining the Products to End Customers and prospects; and (c) cause Partner’s staff to be conversant with the technical language conventional to the Products so as to be able to explain to End Customers, in detail, the benefits and use of the Products; and (d) maintain an adequate number of trained staff capable of providing pre-sales information and Tier 1 support, as applicable . Siber reserves the right to refuse to provide the Products to any End Customer. Partner acknowledges that acceptance by Siber of an End Customer for Products is subject to End Customer’s execution of its EULA in its/their sole discretion. Siber makes no guaranty whatsoever regarding such approval and acceptance. Partner shall stay current with respect to information concerning the Products including but not limited to attending sales and customer support training programs, which may be offered by Siber. Partner acknowledges that all End Customers who receive access to the Products must agree to and be bound by the applicable EULAs, as published on Siber’s website or provided with the Products. 5.2 Insurance. Partner agrees to maintain, at its own expense, appropriate insurance coverage throughout the term of this Agreement to safeguard both parties' interests. This includes, but is not limited to, general liability, cyber liability, and professional liability insurance. All policies must be issued by insurers with a minimum rating of A- by A.M. Best or equivalent. Certificates of insurance must be provided upon request, and any cancellation, non-renewal, or material changes must be promptly reported to Siber. 5.3 Sales and Marketing Conduct. Partner shall: (a) Represent the Products accurately and fairly without misleading or unethical conduct; (b) Maintain marketing and customer service standards that uphold the reputation of both parties; (c) Comply with all applicable laws and regulations in relation to use as an MSP, and promotion and sale of the Products; (d) Include proper copyright and trademark notices in all advertising as directed by Siber; (e) current policies, procedures and guidelines of Siber governing the Product; and (f) Accurately describe Siber, and the Products to each End Customer. Without limiting the generality of the foregoing, Partner will make no representation, warranty or description regarding the performance, any guarantees of service availability, or support, functional characteristics or other aspects of any Products that is beyond those stated in Siber’s then-current and officially approved marketing and promotional materials for the applicable Product. Partner is not authorized to, and will not, make any representation or warranty on behalf of Siber except as Siber may expressly consent to in writing. (f) Not issue any public announcement or press release regarding this Agreement without prior written approval from Siber. 6. Fees and Payment 6.1 Payment. For Resellers, Partner shall pay Siber within thirty (30) calendar days of the invoice date, regardless of whether Partner has been paid by End Customer. All payments are non-refundable. Partner is solely responsible for collecting amounts owed by End Customers, and non-payment by an End Customer does not excuse Partner's obligation to pay Siber. 6.2 Partner Program Guide. The RoboForm and GoodSync Partner Program Guide, together with any applicable program guides for incentive programs in which Partner is authorized to participate (collectively the "Partner Program Guide"), are hereby incorporated by reference into this Agreement. The Partner Program Guide includes terms related to channel pricing,discounts against standard pricing in the Partner Program Guide, deal registration, deal protection, program levels, and associated benefits. All terms related to pricing, discounts, and are described in the relevant Partner Program Guide (either the Reseller Partner Program Guide or the MSP Partner Program Guide). Siber may update the Partner Program Guide from time to time. Such updates will take effect upon Siber making the updated Partner Program Guide available to Partner. If any update is unacceptable to Partner, the Partner’s sole and exclusive remedy is to exercise its termination rights under this Agreement. Siber may review Partner's compliance with the Partner Program Guide and may adjust Partner’s program level or applicable benefits accordingly during the term of this Agreement. Partner shall comply with the requirements of its current program level as specified in the Partner Program Guide. 6.3 Pricing. Partner is responsible for setting the resale price of Products. Siber makes no guarantees regarding Partner’s success, profitability, or continued participation in the Partner Program. 6.4 Taxes. All amounts payable to Siber are exclusive of applicable taxes, including VAT, sales,use, or other similar taxes. If a Partner is exempt from such taxes, it must provide appropriate documentation. If taxes are not collected by the Siber, the Partner is responsible for remitting them to the appropriate authorities. If any withholding is required by law, the amount payable shall be grossed up so Siber receives the full amount as if no withholding were required. 6.5 Bundling. Partner may sell the Products either as standalone offerings or bundled with other Partner products or services. 7. IP Ownership; Confidentiality and Data Handling 7.1 IP Ownership. The Parties agree that Siber owns and retains all right, title and interest in and to the Siber trademarks and service marks, the Products, all content and documentation furnished to Partner by Siber hereunder, and the Siber technology, and all derivative works related thereto (“Siber IPR”). To the extent required to manifest the intent of the foregoing, Partner assigns all right title and interest to any intellectual property rights associated with Siber IPR. No title to or ownership of any of the foregoing is granted or otherwise transferred to Partner or any other entity or person under this Agreement. Partner shall not reverse engineer, disassemble, decompile or otherwise attempt to discover the source code or trade secrets for any of the Products or related technology. Notwithstanding anything to the contrary in this Agreement, Siber or its providers as applicable, owns all anonymized and Aggregated Data andmetadata that is not identifiable to any End Customer or Users, and any modifications that is inputted into the Products (“Anonymized Data”), which Anonymized Data shall not be confidential information of Customer. 7.2 Use of Confidential Information. Each Party that receives information (the “Receiving Party”) from the other Party (the “Disclosing Party”) agrees to use reasonable best efforts to protect all non-public information and know-how of the Disclosing Party that is either designated as proprietary and/or confidential or that, by the nature of the circumstances surrounding disclosure, ought in good faith to be treated as Confidential Information, and in any event, to take precautions at least as great as those taken to protect its own Confidential Information of a similar nature. Each Party agrees that the terms and conditions of this Agreement will be Confidential Information, provided that each Party may disclose the terms and conditions of this Agreement to its immediate legal and financial consultants in the ordinary course of its business. 7.3 Exclusions. The foregoing restrictions will not apply to any information that: (a) the Receiving Party can document it had in its possession prior to disclosure by the Disclosing Party, (b) was in or entered the public domain through no fault of the Receiving Party, (c) is disclosed to the Receiving Party by a third party legally entitled to make such disclosure without violation of any obligation of confidentiality, (d) is required to be disclosed by governmental or judicial order, requested in response to legal or governmental inquiries, or disclosed in connection with judicial and/or arbitral proceedings between the Parties, in which case the Party so requested shall give the other Party prompt written notice and use commercially reasonable efforts to ensure that such disclosure is accorded confidential treatment or (e) the Receiving Party can document was independently developed by the Receiving Party without reference to any Confidential Information of the Disclosing Party. Upon request of the Disclosing Party, the Receiving Party will return to the other all materials, in any medium, that contain, embody, reflect or reference all or any part of any Confidential Information of the other Party. Each Party acknowledges that breach of this provision by it may result in irreparable harm to the other Party, for which money damages may be an insufficient remedy, and therefore that the other Party will be entitled to seek injunctive relief to enforce the provisions of this Section 7. 7.4 Data Handling. Where RoboForm or GoodSync Products involve processing personal data on behalf of Partner or its End Customers, such processing is governed by Siber’s DPA. Siber may update the DPA to maintain compliance. Objections may result in suspension or termination. 8. Indemnification 8.1 Indemnification by Siber. Siber shall defend, indemnify and hold Partner, and any of their officers, directors, agents and employees harmless from and against any claim or suit brought against Partner by a third party, including any and all losses, damages, costs, and expenses (including reasonable attorneys’ fees) arising from such claim or suit arising out of any violation by Siber of a third party’s intellectual property rights. 8.2 Indemnification by Partner. Partner shall defend, indemnify, and hold Siber, and any of their officers, directors, agents and employees harmless from and against any action, claim or suit brought against Siber or its Affiliates, including any and all losses, damages, costs, and expenses (including reasonable attorneys’ fees) arising from or out of: (a) any alleged or actual violation by Partner of any laws, policies, guidelines, regulations, ordinances, rules and/or orders of any governmental authority or regulatory body having jurisdiction over Partner and the subject matter hereof; (b) Partner’s advertising, marketing, promotion, sale, or distribution of any of the Products or of any products or programs to be used with the Products; and (c) the inaccuracy of information provided to Siber by Partner regarding an End Customer. In the event Partner causes fines and/or penalties to be charged to Siber for its violation of Payment Network Rules, Partner agrees to immediately reimburse Siber for said fines or penalties. 9. Warranty and Limitation of Liability 9.1 THE PRODUCTS, SUPPORT SERVICES, DATA, AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” WITH NO WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED. TO THE FULL EXTENT PERMITTED BY LAW, SIBER AND ITS SUPPLIERS AND LICENSORS DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR TRADE USAGE. WITHOUT LIMITATION OF THE GENERALITY OF THE FOREGOING, SIBER DOES NOT WARRANT THAT USE OF THE SOFTWARE WILL BE UNINTERRUPTED, ERROR FREE OR SECURE, OR THAT ALL DEFECTS WILL BE CORRECTED OR ANY DATA IS ACCURATE, COMPLETE OR TIMELY. 9.2 TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW: (A) SIBER WILL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING ANY DAMAGES ARISING FROM LOSS OF USE, LOSS OF DATA, LOST PROFITS, BUSINESS INTERRUPTION, OR COSTS OF PROCURING SUBSTITUTE PRODUCTS OR SERVICES) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF; AND (B) SIBER’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF WILL NOT EXCEED THE AMOUNTS PAID BY PARTNER TO SIBER FOR THE SOFTWARE IN THE SIX (6) MONTHS PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY, IN EACH OF THE FOREGOING CASES (A) AND (B), REGARDLESS OF WHETHER SUCH LIABILITY ARISES FROM CONTRACT, INDEMNIFICATION, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND REGARDLESS OF WHETHER SIBER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. 10. Compliance and Export Controls 10.1 Compliance and Export Controls. Partner will comply with all applicable laws, including U.S. export control and sanctions laws. Partner shall not resell Products to restricted or embargoed parties. Partner certifies that Partner is not on any of the relevant U.S. government lists of prohibited persons, including the US Treasury Department’s List of Specially Designated Nationals and the Commerce Department’s List of Denied Persons or Entity List. 10.2 Force Majeure. Neither party shall be liable for any failure or delay in performance under this Agreement due to events beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, labor disputes, government actions, war, terrorism, or internet or utility outages. The affected party shall provide prompt notice and shall use reasonable efforts to mitigate the impact of such events. 10.3 Assignment. Partner may not assign or transfer this Agreement, in whole or in part, without the prior written consent of Siber. Any attempted assignment in violation of this sectionshall be null and void. Siber may assign this Agreement freely, including in connection with a merger, acquisition, or sale of substantially all of its assets, provided that the assignee assumes all obligations under this Agreement. 11. Branding and Use of Marks Siber grants the Partner a limited, revocable, non-exclusive license to use RoboForm and GoodSync trademarks or service marks, as applicable, solely for promoting authorized Products. All usage must comply with the Branding Guidelines published at: ● https://www.roboform.com/press-kit ● https://www.goodsync.com/press-kit Partner shall not remove any Siber trademarks or service marks or other proprietary markings of Siber and any improper use or violation of this Section 11 or of Branding Guidelines may result in immediate termination of this Agreement for material breach at Siber’s discretion. 12. Termination 12.1 Termination for Cause. Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach; provided however Siber may immediately terminate this Agreement (in whole or in part, including with respect to any Term) by written notice to Partner if Partner breaches Section 7 of this Agreement. 12.2 Termination for Convenience. Either party may terminate this Agreement for any reason or no reason by providing thirty (30) days' prior written notice to the other party. 12.3 Effect of Termination. Upon termination of this Agreement: (a) Partner shall immediately cease all promotion, marketing, distribution, and resale of the Products; (b) Partner shall promptly return or destroy all Confidential Information of Siber; (c) All rights granted to Partner under this Agreement shall terminate; (d) Partner shall immediately cease use of Siber’s trademarks and branding; (e) Termination shall not relieve Partner of its obligation to pay any amounts due to Siber as of the termination date. 12.4 Survival. Sections 1, 6, 7, 8, 9, 10, 11, 12.4, 13, 14, 24, and 25 shall survive termination of this Agreement. 13. Dispute Resolution and Governing Law This Agreement is governed by the laws of the Commonwealth of Virginia. Disputes shall be resolved in the state or federal courts located in Virginia. Parties agree to attempt good-faith negotiation for at least thirty (30) days before filing legal action. 14. Entire Agreement and Modification This document constitutes the complete and exclusive understanding and agreement betweenthe parties and supersedes any and all prior or contemporaneous agreements, communications and understandings, written or oral, relating to their subject matter. Any terms and conditions contained or referenced by either party in a quote, purchase order, acceptance, invoice or any similar document purporting to modify the terms and conditions contained in this Agreement will be disregarded and have no effect unless otherwise expressly agreed to by the parties in accordance with the preceding sentence. Siber may modify this Agreement with or without notice. Continued use of the Partner Program constitutes acceptance of revised terms. The waiver by either party of a breach of or a default under this Agreement will not be effective unless in writing, The failure by either party to enforce any provisions of this Agreement will not constitute a waiver of any other right hereunder or of any subsequent enforcement of that or any other provisions. If a court of competent jurisdiction holds any provision of this Agreement invalid or unenforceable, the remaining provisions of the Agreement will remain in full force and effect, and the provision affected will be construed so as to be enforceable to the maximum extent permissible by law. Part B: Reseller-Specific Terms 15. Grant of Reseller License. Subject to the terms of this Agreement, including the payment of applicable fees, Siber hereby appoints Partner a limited, non-transferable, revocable, non-exclusive license during the Term, to distribute and resell the Products to End Customers during the term of this Agreement, subject at all times to the terms and conditions of this Agreement, as it may be updated and amended by Siber from time to time in its sole discretion. 16. Reseller Pricing The Reseller Partner Program Guide includes terms related to channel pricing, discounts, deal registration, program levels, and associated benefits. 17. Reseller Channel Conflict Siber reserves the right, at its sole discretion, to make the final determination, on a good-faith basis, on compensation due, if any, to Reseller related to any particular commercial transaction with an End Customer in the event that there exists a conflict between Reseller and any other value-added reseller, distributor, managed service provider, sales agent, or other authorized agent of Siber. 18. Reseller Support and Training Siber may provide pre-sales support to End Customers. Siber may, at its discretion, provide guidance or support to Partner but shall have no direct pre-sales support obligations to End Customers acquired by Partner. Siber provides second-line support to End Customer only via its standard support processes (e.g., the RoboForm or GoodSync Support sites located at: https://www.roboform.com/support or https://www.goodsync.com/support, respectively). Siber is not obligated to support End Customer directly. Part C: MSP-Specific Terms 19. Grant of License for Managed Services Subject to the terms of this Agreement, including the payment of applicable fees, Siber grants Partner a limited, non-transferable, revocable, non-exclusive license during the Term to (a) market and demonstrate the Products to potential End Customers for use as part of the Managed Services, and (b) open End Customer accounts to allow such End Customer to access and use the Services, only as part of the Managed Services. Any demonstrations to End Customers will be subject to Siber’s guidelines and restrictions provided from time to time. Partner may only provide the Managed Services and corresponding Products access to End Customers directly and not through sub-distributors, other partners, OEM's, or any other third party. MSP is responsible for adding, maintaining and removing the user accounts of its End Customers. The Partner designated as an MSP on the Order Form shall use the Products in accordance with RoboForm and GoodSync documentation and Siber’s applicable technical, operational, and security standards, which may reflect prevailing industry frameworks such as ISO 27001 or SOC 2. Any deviation from these standards must be requested in writing with a risk analysis. Siber reserves the right to deny such deviation. The MSP must ensure that only qualified personnel operate and manage Products on behalf of End Customers. MSP is solely responsible for compliance with any applicable law and regulatory requirements applicable to itsEnd Customers. 20. MSP Pricing; MSP Portal The MSP Partner Program Guide includes terms related to channel pricing, discounts, deal registration, program levels, and associated benefits. MSP manages End Customer accounts through MSP Portal. 21. MSP Pricing, Billing and Payment 21.1 Pricing. MSP-specific pricing will be available in the MSP Portal and further detailed in the MSP Partner Program Guide. 21.2 Billing. The MSP will be billed automatically via the selected payment method. Invoices will not be issued manually. MSPs must ensure that valid auto-renewal capable payment methods are maintained at all times. Charges are usage-based and calculated monthly in arrears. Failure to maintain valid billing credentials or failure to process payments may result in suspension or termination of access to the MSP Portal. 21.3 Minimum Usage. Siber reserves the right to apply minimum usage thresholds or maintenance fees according to the MSP Partner Program Guide. 22. MSP Onboarding and Access MSP account creation is subject to Siber's review and may be revoked for non-compliance, misrepresentation, or abuse. Periodic reviews may be conducted. 23. MSP End Customer Support and Training 23.1 MSP Role. The MSP is responsible for delivering first-line technical support, onboarding, and service maintenance to End Customer. 23.2 Siber Role. Siber provides second-line support to MSPs only via its standard support processes (e.g., the RoboForm or GoodSync Support sites located at: https://www.roboform.com/support or https://www.goodsync.com/support, respectively). Siber is not obligated to support End Customer directly. 24. MSP End Customer Management 24.1 The MSP may create and manage multiple End Customers. MSP Admins have full administrative rights unless otherwise configured. 24.2 Siber is not a party to agreements between MSPs and End Customers. 25. Aggregated Data MSP acknowledges that Siber may collect Aggregated Data about MSP and End Customer’s use of the Products to improve the Products. Such Aggregated Data may be derived from MSP Data, but will not contain any MSP Data, Customer Confidential Information, personal data (or personally identifiable information), or any data that can be used to identify MSP or any individuals (including End Customer and Authorized Users). Siber may create, reproduce, publicize, or otherwise use such Aggregated Data for internal business purposes (including developing and improving the Services) and will not sell such Aggregated Data. 26. MSP Managed End Customer Agreements 26.1 Acceptance of Terms of Use. The MSP must ensure each End Customer agrees to the applicable Terms of Use before being granted access. 26.2 End Customer Agreements Requirements. MSPs must have separate executed written agreements with each End Customer that: ● Do not impose obligations or liabilities on Siber; ● Are consistent with this Agreement and do not conflict with licensing terms; ● Clarify that access is governed by the MSP’s relationship with Siber. 26.3 Restrictions on Representations and Warranties. The MSP shall not make any representations or warranties on behalf of Siber or imply any guarantee of service availability, functionality, or support beyond those stated in this Agreement.