#### EFFECTIVE AS OF OCTOBER 23, 2017
#### PORTAL CONTENT
All information, data, content, or materials that may be found and accessed in the Portal, including but not limited to, customer information, opportunity registration information, account information, and user information (collectively “Content”) are protected by privacy, confidentiality, trademark, service mark, trade dress, copyright or other intellectual property rights or licenses held by Duo Security or third parties who have licensed such Content to Duo Security.
Subject to full compliance with the terms of this Agreement, Duo Security grants Partner a non-commercial, non-exclusive, non-transferable limited right to access and use the Portal for Partner’s business purposes. Partner acknowledges that all Content is provided “AS IS.” Duo Security does not provide formal support via the Portal and makes no representations or warranties, express or implied, that the Content on the Portal is accurate, timely or complete. Use of any Content is at Partner’s own risk and Duo Security makes no promises, guarantees, representations or warranties regarding the Portal’s availability. Duo Security reserves the right to monitor, delete, move, or edit any Content on the Portal, but is not obligated to do so.
Partner may display and print for its own use, and for the use of its customers, information received via the Portal that pertains to Partner or Partner’s customers and its business with Duo Security. The license to use the Portal granted in this Agreement will terminate automatically in the event that Partner ceases to be a Partner of Duo Security, in Duo Security’s sole discretion. The license to access and use the Portal granted in this Agreement may be terminated at any time by Duo Security, without notice to Partner, in the event of a breach by Partner of this Agreement. Except as expressly provided in this Agreement, Partner may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any Portal Content.
While it is possible for Partner to upload its own Content to the Portal, Partner agrees that it is solely responsible for any activity associated with Partner’s account and any Content Partner submits, posts, transmits, includes, links to or otherwise uploads to the Portal (“Upload(s)” and derivatives thereof). By Uploading any Content to the Portal, Partner hereby grants Duo Security an irrevocable, perpetual, non-exclusive, worldwide, fully-paid and royalty-free right and license to use, copy, modify, reproduce, translate and publish any such Content for Duo Security’s business purposes (including, but not limited to, providing the Portal). All Uploads submitted via the Portal are hosted by a third party service provider (i.e. Salesforce.com.), not Duo Security, and Duo Security shall have no liability whatsoever for the security or storage of such Uploads. Partner understands that the Portal is neither intended nor designed for the Uploading, collection, storage or protection of personally identifiable information (“PII”), and Partner agrees not to Upload any PII via the Portal.
Notwithstanding the license granted in Section 1.4, to the extent that Partner’s Content includes any suggestions, idea, enhancement requests, feedback, recommendations or other information related to Duo Security’s products or services, Partner hereby assigns all intellectual property rights in such Content to Duo Security, without compensation to you or any third party. In addition, Partner agrees that Duo Security may use, copy, modify, reproduce, translate and publish such Content for any purpose and in any way, including implementation in its products or services. If you do not wish to grant Duo Security the rights set forth in this Agreement, do not Post any Content on the Portal or otherwise access the Portal.
Partner shall not, directly or indirectly: (i) alter or remove or permit a third party to alter or remove any Portal Content not Uploaded by Partner; (ii) use, remove or alter any Duo Security trademarks, service marks, logos, trade names, copyrights or other proprietary notices without Duo Security’s express written permission; (iii) distribute copies of Portal Content not Uploaded by Partner in any manner not explicitly permitted by this Agreement, (iv) Upload any infringing, offensive, fraudulent, harmful or illegal Content (including, but not limited to, viruses, disabling devices, trojan horses, or any code, files or programs that may modify, damage, interrupt, or compromise the functionality or security of Duo Security’s systems or the Portal itself); or (v) modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from any Duo Security software, service, product or documentation (including, but not limited to, this Portal), or create or attempt to create a substitute or similar service or product through use of or access to the Portal or any information, data or materials related thereto.
There may be links on the Portal, or from communications Partner receives within the Portal, to third party services, websites or applications. Duo Security does not control, maintain or necessarily endorse any such third party services, websites or applications. Partner expressly acknowledges and agrees that Duo Security is not responsible or liable for any such third party services. Partner’s correspondence and business dealings with third-parties found through the Portal are solely between Partner and the third party.
#### OPPORTUNITY REGISTRATION
In order to register an opportunity, the opportunity must be a new Partner-originated opportunity for Duo Security that was obtained through the direct assistance of Partner. The opportunity registration is contingent upon written acceptance by Duo Security and the execution of a Referral Agreement or Reseller Agreement between Duo Security and Partner. The terms and conditions related to any successfully registered and closed opportunity will be governed solely by such separate Referral Agreement or Reseller Agreement. All opportunities must be registered by an eligible partner located in the geographic territory as the end customer. Opportunity registration is valid for opportunities equal to or greater than $5,000 USD in first year annual contract value. Duo Security makes no promises, guarantees, representations or warranties that an opportunity registered by Partner will result in any payment or other benefit to Partner.
The term “Confidential Information” means any information disclosed on the Portal, or otherwise from Duo Security, to Partner in any form (written, oral, etc.) that is marked as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of the disclosure. Partner and Duo Security both understand that Duo Security has or may disclose Confidential Information in connection with this Agreement, but that Partner shall receive no rights in, or licenses to, such Confidential Information.
Partner agrees to: (i) keep all Confidential Information, data or materials strictly confidential and not use or disclose any Confidential Information, data or materials to any third party, other than as explicitly permitted in this Agreement; (ii) ensure that any third party to whom Partner discloses Confidential Information in accordance with this Agreement keeps such information strictly confidential and does not disclose or use any Confidential Information except as permitted herein; (iii) keep Partner’s username(s) and password(s) that relate to the Portal strictly confidential; and (iv) not permit or allow any third party to use or access the Portal. All Confidential Information contained in the Portal shall be used for the sole purpose of conducting business with Duo Security.
Sections 3.1 and 3.2 shall not apply to any Confidential Information to the extent that it: (i) comes within the public domain, other than through breach of this Agreement; (ii) is required or requested to be divulged by any court, tribunal or governmental agency with competent jurisdiction (provided that Partner gives notice to Duo Security sufficient to allow Duo Security to contest any such disclosure and, in any event, only discloses that Confidential Information required to comply with such government order); (iii) Partner can document it knew prior to the date of this Agreement; or (iv) becomes known to Partner through methods outside any duty of confidence.
At any time upon Duo Security’s request, and promptly upon any termination of this Agreement, Partner will return to Duo Security, or provide written certification of the destruction of, all Confidential Information, including all Confidential Information contained in internal documents, without retaining any copy, extract or summary of any part thereof.
To the extent permitted by law, Partner agrees to indemnify and hold Duo Security harmless, at Duo Security’s direction and request, from and against any claims, liabilities, damages, losses, and expenses, including without limitation, reasonable attorney’s fees and costs, arising out of or in any way connected with any of the following: (i) Partner’s access to or use of the Portal, including any Content Uploaded by Partner via the Portal; (ii) Partner’s breach or alleged breach of this Agreement; (iii) Partner’s violation of any third party rights, including without limitation, any intellectual property rights, publicity, confidentiality, property or privacy rights; (iv) Partner’s violation of any laws, rules, regulations, codes, statutes, ordinances or orders of any governmental and quasi-governmental authorities, including, without limitation, all regulatory, administrative and legislative authorities; or (v) any misrepresentations made by Partner. Partner will cooperate as requested by Duo Security in the defense of any claim. Duo Security reserves the right to assume the exclusive defense and control of any matter subject to indemnification by Partner, and Partner will not under any circumstances settle any claim without the prior written consent of Duo Security.
#### NO WARRANTY
THE PORTAL AND DUO SECURITY CONTENT, AND ANYTHING PROVIDED IN CONNECTION THEREWITH, ARE PROVIDED “AS IS,” WITHOUT ANY WARRANTIES OF ANY KIND. DUO SECURITY HEREBY DISCLAIMS FOR ITSELF AND ITS SUPPLIERS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES, TERMS OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, TITLE, AND NON-INFRINGEMENT. IN ADDITION, DUO SECURITY AND ITS SUPPLIERS DO NOT WARRANT THAT THE PORTAL OR DUO SECURITY CONTENT WILL OPERATE WITHOUT ERRORS OR ARE FREE FROM VIRUSES, BUGS, WORMS OR ANY OTHER HARMFUL COMPONENTS, AND DUO SECURITY SHALL HAVE NO LIABILITY DUE TO ANY DAMAGES CAUSED BY THE SAME.
#### LIMITATION OF LIABILITY
NOTWITHSTANDING ANYTHING TO THE CONTRARY (EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW), IN NO EVENT WILL DUO SECURITY OR ITS SUPPLIERS BE LIABLE TO PARTNER (OR ANY PERSON CLAIMING UNDER OR THROUGH PARTNER) FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE OPERATION, USE OF OR ACCESS TO THE PORTAL, OR ANY CONTENT THEREON, THE DELAY OR INABILITY TO USE THE PORTAL OR ANYTHING PROVIDED IN CONNECTION WITH THIS AGREEMENT OR OTHERWISE ARISING FROM THIS AGREEMENT, INCLUDING WITHOUT LIMITATION (I) LOSS OF REVENUE OR ANTICIPATED PROFITS (WHETHER DIRECT OR INDIRECT) OR (II) LOST BUSINESS OR (III) LOST SALES, WHETHER BASED IN CONTRACT, TORT (INCLUDING ACTIVE AND PASSIVE NEGLIGENCE AND STRICT LIABILITY) BREACH OF STATUTORY DUTY OR OTHERWISE, EVEN IF DUO SECURITY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE MAXIMUM LIABILITY OF DUO SECURITY AND ITS SUPPLIERS TO PARTNER FOR ANY CLAIM(S), WHETHER BASED IN CONTRACT, TORT (INCLUDING ACTIVE AND PASSIVE NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE, RELATING TO OR ARISING OUT OF THE OPERATION, USE OF OR ACCESS TO THE PORTAL, OR ANY CONTENT THEREON, AND REGARDLESS OF THE FORM OF THE ACTION, WILL BE LIMITED, IN THE AGGREGATE, TO ONE HUNDRED DOLLARS (USD $100.00). THE FOREGOING LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
#### SEVERABILITY AND ENTIRE AGREEMENT
If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers, amendments and modifications must be in a writing signed by both parties and specifically reference the provision of this Agreement being waived, amended or modified, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Partner does not have any authority of any kind to bind Duo Security in any respect whatsoever.
#### GOVERNING LAW; JURISDICTION; VENUE
This Agreement will be governed by the laws of the State of Michigan, U.S.A. without regard to its conflict of laws provisions. Any dispute arising from or relating to the subject matter of this Agreement shall be finally settled by arbitration in Washtenaw County, Michigan, in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Streamlined Arbitration Rules and Procedures of JAMS. Judgment upon the award so rendered may be entered in a court having jurisdiction, or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be.
The federal and state courts serving Washtenaw County, Michigan, U.S.A. will have proper and exclusive jurisdiction and venue with respect to any disputes arising from or related to the subject matter of this Agreement. In any arbitration, action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. Notwithstanding anything contained in this Section 8, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator.