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COMODO FIREWALL CO-BRANDING AGREEMENT

IMPORTANT- PLEASE READ THESE TERMS CAREFULLY BEFORE APPLYING FOR CO-BRANDING OF THE FIREWALL. BY ORDERING CO-BRANDIND OF THE FIREWALL OR BY CLICKING ON “I ACCEPT” BELOW, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS LICENSE AGREEMENT, THAT YOU UNDERSTAND IT, AND THAT YOU AGREE TO BE BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS FOUND HEREIN, DO NOT ORDER CO-BRANDING OF THE FIREWALL AND DO NOT CLICK ON “I ACCEPT”.

ACKNOWLEDGEMENT AND ACCEPTANCE OF THIS AGREEMENT.

The terms and conditions set out below govern the relationship between you (“you” or “Company”) and Comodo Security Solutions, Inc, (“Comodo”) with respect to the co-branding and distribution of the Comodo Firewall Pro product (the “Software”). In this Agreement, "you" and "your" refer to you, any company you are representing in the acceptance of this agreement, and your and your company’s agents. This Agreement explains Comodo’s obligations to you, and your obligations to Comodo in relation to your distribution of the Software.

DEFINITIONS

As used throughout this agreement, the following terms shall have the meanings set forth below unless otherwise indicated:

“Affiliate” of a named Party means a corporation, partnership, joint venture or other entity controlling, controlled by or under common control with such Party. As used in this definition, “control” (and its correlative meanings, “controlled by” and “under common control with”) shall mean possession, directly or indirectly, of more than fifty percent (50%) of the voting shares of such entity or the power to direct or cause the direction of management or policies (whether through beneficial ownership of securities or other ownership interests, by contract or otherwise).
“Agreement” means the terms and conditions contained herein, in all attached Schedules and any other documents made a part of this Agreement or incorporated by reference, including any written amendments hereto signed by the Parties.
“Binary Code License” or “BCL” means an End User license to use the Software pursuant to the terms set forth in Schedule 1 (“End User Binary Code License Agreement”). A BCL meeting the terms of Schedule 1 must be provided with each copy of the Software distributed.
“Comodo’s Trademarks” means all marks, words, and logos used by Comodo or Comodo’s Affiliates to represent itself or its products whether used in commerce, registered in any governmental database, or is intended to be used by Comodo in commerce or internally where the intent to use has been conveyed to Partner.
“Confidential Information” means any and all material, data, systems and other information concerning the source code and documentation, operation, business, projections, market goals, financial affairs, products, services, customers, and intellectual property rights of a party that is not accessible or known to the general public. Confidential Information shall include, but not be limited to, (a) any and all information regarding or related to any software utilized by the parties to create, operate or perform their respective obligations hereunder, including, but not limited to, all personal identification numbers and passwords; and (b) any information which concerns technical details of operation of any of the Comodo services and products offered hereunder. The terms and conditions of this Agreement shall be considered Confidential Information of Comodo.
“Derivative Work” has the meaning ascribed to it under the United States Copyright Law, Title 17 U.S.C. Sec. 101 et. seq.
“Distributor” means an entity that distributes Partner's Products and which is under a contractual obligation to Partner as set forth in this Agreement.
“Documentation” means all or any portion of the materials, in written or other tangible form (including on magnetic media), generally made available by Comodo for use in connection with the Software. Documentation shall not include any source code developed or provided by Comodo.
“Effective Date” shall have the meaning set forth in Section 3.1 (“Term”).
“End User” means a single computer running a copy of the Vendor Software or a Vendor-licensed source, with an address registered to a single server.
“Error” means any reproducible failure of the Software to perform its intended functions or any material inaccuracies in the End User Documentation.
“Error Correction” means a modification, addition, procedure or routine intended to correct the practical adverse effect of an Error.
“Master Media” means the Software delivered to Partner for the purpose of mass duplication in accordance with Section 2 (“License Rights; Terms and Conditions”) herein.
“Partner's Product(s)” means the hardware system(s), software and/or components manufactured by or for Partner which have material value independent from the Software, and incorporate or include the Software as an integral element of Partner's hardware system, software or component, pre-installed from Master Media.
“Partner Marketing Collateral” means all materials created by or for Partner or its Distributors and used in connection with promoting or marketing the Software, including but not limited to, advertising, press releases, brochures, data sheets, web pages, trade show and event materials, and ad pillars, in any medium, including but not limited to print and online media.
“Software” means the binary, machine-readable, executable code for the Comodo desktop firewall version 3 product and any and all Documentation provided, and Updates or Error Corrections provided to Partner, if any.
“Tax” means sales, use, rental, receipt, personal property, value-added, consumption, goods and services, or other tax which may be levied or assessed in connection with this Agreement, excluding tax based on Comodo's income.
“Technical Support Entitlement” means that Partner will include with Partner's Product, a text file (e.g., “Read Me” file), splash screen, dialogue box or other collateral that will entitle the End User to technical assistance with the Software (End User questions about the Software relating to specific, discrete issues such as installation, launch, configuration, usability, etc.) within a specified timeframe. Comodo may also provide End User Software training.
“Update” means a release of the Software, if any, which is designated by Comodo in its sole and absolute discretion as containing substantially only Error Corrections, or minor new features, functionality and/or performance enhancements.

LICENSE RIGHTS; TERMS, AND CONDITIONS

Binary License. Subject to Partner’s compliance with the terms and conditions set forth in this Agreement, Comodo grants to Partner, and Partner accepts, a royalty-free, non-transferable, non-exclusive, and world-wide right and license to make copies of the Software, use the Software in its intended fashion, demonstrate the Software, and distribute the Software to third parties.
No Right to Create Derivative Works. Partner is NOT given the right or license to create derivative works or make modifications to the Software. Any modifications, changes, co-branding, or updates to Software desired by Partner will be performed by Comodo or an Affiliate of Comodo exclusively. As part of this Agreement, Comodo agrees to modify and amend Software to included and display Partner’s Trademarks along with Comodo’s Trademarks as specified by Comodo. Any developmental work or modifications to Software outside of or beyond the placement of Partner’s Trademarks shall be performed under additional subsequent agreements between Comodo and Partner. Partner acknowledges and accepts that all derivate works, modifications, or Updates to software performed, created, or provided to Partner shall be and shall remain the property of Comodo. Partner shall have the same rights and obligations as specified in this Agreement to any derivative works, modifications, or Updates created under this Agreement or any subsequent Agreement. Comodo shall have the sole and exclusive right to reject any and all changes related to Trademark placement, Updates, suggestions, or any other improvements or modifications to Software that has been desired or requested by Partner and Comodo in no way guarantees the quality, accuracy, or availability of these services.
No Right of Approval. Partner grants to Comodo a license to use Partner’s trademarks to the extent necessary to co-brand the Software with Comodo. All trademark placement and the final look and feel of the Software shall be left to Comodo’s sole and absolute discretion. Partner shall have no rights of approval over the co-branded Software.
Vetting and Validation. Comodo reserves the right to investigate, vett, and validate Partner at any time in order to ensure that Partner is a legitimate company, operating in a manner that does not damage or may damage Comodo’s trademarks or goodwill, and engaged only in enterprises that are considered by Comodo and in actual fact to be both lawful and moral enterprises. Partner agrees to provide any and all assistance required during the investigation, vetting, and validation processes. Partner agrees that Comodo may, in its sole and absolute discretion, terminate this agreement at any time and may refuse to co-brand the Software or allow Partner to distribute the software if Comodo, in its sole and absolute discretion, determines that Partner is engaged in enterprises deemed immoral, illegitimate, or illegal by Comodo. Partner agrees to immediately cease distributing the firewall upon termination of this Agreement under this section.
Distribution Agreements.

Partner and any Distributors of Partner agree to distribute the Software only under a written and signed End-User software license agreement that is identical to the one provided in Schedule 1 “Binary Code License Terms”. Comodo reserves the right to update this Schedule at any time by publishing the new terms and conditions on its website. Comodo may and shall automatically include any new version of Schedule 1 in the Software without providing advanced notice to Partner.
Prior to Partner furnishing any Software to any of its Distributors, Partner shall obtain a signed agreement from its Distributors substantially similar to the terms and conditions of this Agreement and sufficient to allow protection of the intellectual property rights of Comodo and its licensors.
Partner and its Distributors may use any reasonable and ordinary marketing means to promote and sell the Software.
Partner shall use commercially reasonable efforts comparable to those it uses for its own products to monitor and enforce any agreements with Distributors and End Users of the Software entered into by Partner or its Distributors, and Partner shall promptly inform and consult with Comodo if Partner becomes aware of any substantial non-compliance. If a Distributor or End User fails to fulfill any of its material obligations with respect to the Software under such agreement, Comodo may, upon its election and in addition to any other remedies that it may have, notify Partner in writing of such breach and require Partner to terminate all the rights granted in such agreement with respect to the Software by thirty (30) days written notice to such Distributor or End User specifying the breach, unless the breach is remedied within such thirty (30) day period. In the event that Partner fails to satisfy the foregoing obligations with regard to the Software, Partner shall be responsible for all reasonable costs incurred by Comodo, including without limitation, attorneys' fees, in connection with such enforcement actions undertaken by Comodo. In those jurisdictions where Comodo does not have standing to bring an action in its own name or under the intellectual property laws of such jurisdiction, Partner shall assign those rights to Comodo reasonably necessary to allow Comodo to bring an action under any legal theory available to Partner.

Trademarks, Logos and Product Designs; Proprietary Notices.

Partner shall not make any claims or representations relating to the Software in any promotional materials, unless such claims are based on written materials provided by Comodo. Partner shall accompany each occurrence of a Comodo Trademark in any promotional materials by the appropriate proprietary marking ((TM) or (R), as applicable), and upon request of Comodo, Partner shall submit copies of all written promotional materials of Partner or its sub-distributors which bear any of Comodo’s Trademarks and submit or provide on-line access to any electronic copies of such materials to Comodo. To protect the value of Comodo’s Trademarks, if Comodo reasonably determines that any particular promotional material of Partner may adversely affect Comodo’s reputation or Trademarks, Comodo shall have the right to require Partner to stop its use and distribution of such promotional material within five (5) days of Partner’s receipt of Partner's written notice thereof.
As between Comodo and Partner, Partner acknowledges and agrees that Comodo is the sole owner of the Comodo Trademarks and all associated goodwill and intellectual property rights. Partner further agrees that any use of Comodo Trademarks by Partner shall inure to the sole benefit of Comodo. Partner agrees not to: (i) challenge Comodo's ownership, use of or the validity of the Comodo Trademarks; (ii) attempt to register or register any mark or logo identical or substantially similar to any Comodo Trademark; (iii) alter or add to any of Comodo’s Trademark; (iv) incorporate any of Comodo Trademarks into Partner's trademarks, product names, service marks, company names, slogans, domain names or any other similar designations for use on or in connection with any computer and/or internet-related hardware, software, technologies or services or any other products or services likely to cause confusion with or dilute the Comodo Trademarks; or (v) infringe any Comodo Trademark or associated intellectual property rights. If Partner acquires any rights in any Comodo Trademarks by operation of law or otherwise, it will immediately and at no expense to Comodo assign such rights to Comodo along with any associated goodwill, applications, and/or registrations.
Partner is granted no right, title, or license to, or interest in, any Comodo Trademarks or any name, mark, logo, trade dress or brand designation of Comodo and its related companies in this Agreement or any Schedule included as part of this Agreement. Partner is granted a limited right to use the Comodo Trademark to designate the Agreement of Comodo and Partner in Partner’s Marketing Collateral, if desired, but is under no obligation to do so. All of Partner’s Marketing Collateral containing a Comodo Trademark must be approved by Comodo prior to its being used publicly.

Intended Purpose. The intended purpose of this Agreement is for the co-branding of the Software by Partner for its internal use and for distribution to third parties. Partner may employ any of its standard market procedures in marketing the Software
Governmental Approvals. Partner shall, at its own expense, obtain and arrange for the maintenance in full force and effect of any and all governmental approvals, consents, licenses, authorizations, declarations, filings and registrations as may be necessary for the performance of the terms and conditions of the Agreement, including without limitation, fair trade approvals, under all laws, regulations and other legal requirements within the jurisdictions that Partner distributes the Software that apply to this Agreement, including tax and foreign exchange legislation.
No Other Rights. Except as expressly stated herein and in the Schedules hereto, no other license, right or interest is granted to Partner for any other purpose. Partner shall not, nor allow any third party to, translate, disassemble, reverse engineer, decompile or otherwise attempt to reconstruct or discover any source code or underlying ideas or algorithms of, or embodied in, the Software. Partner shall not cause or permit unauthorized copying, reproduction or disclosure of any portion of the Software, or any instructions, manuals, or other Documentation, or the delivery or distribution of any part of either the Software or the Documentation, to any third person or entity, for any purpose whatsoever, including, but not limited to, transmission, uploading, downloading, leasing, or operating the Software as a timeshare or service bureau without the prior written consent of Comodo.
Comodo Ownership. Comodo is the sole and exclusive owner of all rights, title, and interest, including all Trademarks, copyrights, patents, trade names, trade secrets, and other intellectual property rights to the Software, and in any modifications made to the Software at Partner’s request or suggestion. Except for the rights expressly enumerated herein, Partner is not granted any rights to patents, copyrights, trade secrets, trade names, trademarks (whether or not registered), or any other rights, franchises or licenses with respect to the Software. Partner agrees to protect the Software in accordance with the terms and conditions of this Agreement. Failure to protect the proprietary rights of Comodo and any Comodo Affiliates in the Software, as required by this Agreement, will be considered a material breach of this Agreement.
Trade Secrets. Comodo represents that the Software and those techniques, algorithms, and processes contained in the Software which have been developed, acquired or licensed by Comodo, or any modification or extraction thereof, constitute trade secrets of Comodo and/or its suppliers, and Partner agrees they will be used by Partner only in accordance with the terms of this Agreement. Partner will take all measures reasonably required to protect the proprietary rights of Comodo and its Affiliates suppliers in the Software.
Access. In consideration of the licenses and access to proprietary information and technology of Comodo granted under this Agreement, Partner hereby agrees: (a) not to use the Software to develop, manufacture or distribute goods which compete with the Comodo products (“Competitive Products”); and (b) to obtain the Software only from Comodo. Subject to the terms of restrictions on use of proprietary information provided under this Agreement, this Agreement does not preclude Partner from independently developing similar technologies or products, where Partner can demonstrate by competent proof that such independent development has been created without reference to the Software or Documentation.

TERM AND TERMINATION

Term. This Agreement shall commence on the date of its execution by the Parties (the “Effective Date”) and shall have an initial term of one (1) year. The Agreement shall automatically renew for subsequent one (1) year periods unless sixty (60) days prior notice is provided to the natural expiration of this Agreement.
Termination. Either party may prematurely terminate this Agreement for any reason by providing at least sixty (60) days written notice. In the event of Partner's breach, Comodo may terminate this Agreement immediately in its sole and absolute discretion.
Termination for Insolvency. Either party may terminate this Agreement immediately in the event that the other party ceases to conduct its operations in the normal course of business, files for or becomes the subject of a bankruptcy petition, is placed in receivership, or attempts to assign this Agreement to creditors or otherwise without prior written consent of the other party.
Effect of Termination.

Licenses Terminated. The licenses and rights granted pursuant to Article 2 (“License Grants”) will terminate immediately. Partner shall discontinue distribution of Software to End-Users and shall cease any and all sales and marketing activity in connection with the Software.
Safeguarding Proprietary Rights. Partner will continue to be responsible for safeguarding the proprietary rights of Comodo and Comodo's Affiliates in accordance with this Agreement after such cancellation, termination, or expiration.
Return or Destruction of Information. Upon expiration or termination of this Agreement. Customer shall return all Software and Comodo Confidential Information and all copies thereof in its possession to Comodo or destroy all Software and all copies thereof in Partner's possession and certify in writing by an officer of Partner that such Software and all copies thereof were so destroyed.
Continued Use by End-User. Software distributed to End-Users prior to the effective date of termination shall continue in accordance with their terms and conditions of use provided that the End-User is not in default of their End User Agreement.

No Liability For Termination. To the full extent allowed by any applicable law except as expressly provided in this Agreement, Partner agrees that it shall have no rights to damages or indemnification of any nature due to any expiration or rightful termination of this Agreement by Comodo pursuant to its terms. The foregoing restriction shall include without limitation, commercial severance pay whether by way of loss of future profits, expenditure for promotion of the Software, payment for goodwill generated or other commitments made in connection with the business contemplated by this Agreement or other similar matters. Partner will not be entitled under local law or otherwise to receive any payment from Comodo, whether for actual, consequential, indirect, special or incidental damages, costs or expenses, whether foreseeable or unforeseeable, any right to which Partner hereby waives and disclaims. PARTNER EXPRESSLY WAIVES AND RENOUNCES ANY CLAIM TO COMPENSATION OR INDEMNITIES FOR ANY TERMINATION OF BUSINESS RELATIONSHIP BY A FOREIGN BUSINESS ENTITY, WHICH MAY EXIST UNDER THE LAWS OF ANY APPLICABLE JURISDICTION.

PAYMENTS; TAXES; ACTIVITY LEVEL

Fees. The Software is being provided for co-branding and distribution without charge. No fees or royalties shall be due from Partner for the licenses granted herein, for the Software being distributed, or for any Updates to the Software.

INDEMNIFICATION

Partner shall defend, indemnify and hold harmless Comodo and its officers, directors, employees, and agents from and against any and all claims, costs, damages, expenses, losses or other liabilities (including, without limitation, reasonable attorneys' fees) finally awarded against or finally settled with Comodo alleged by any other party arising out of (i) Partner’s negligence or willful misconduct in the performance of its undertaking hereunder, (ii) Partner’s violation or breach of the terms of this Agreement provided, however, that Comodo shall: (a) promptly provide Partner notice of any such claim or any other action giving rise to the right of indemnification; (b) permit Partner to control the defense and retain counsel, to represent Comodo, the costs and fees of which shall be borne by Partner; and (c) provide reasonable cooperation to Partner in the defense and/or settlement of any such claim or action. Partner shall reimburse the out-of-pocket expenses of Comodo incurred in the defense of such claims, as such expenses shall be applicable.

WARRANTIES

Disclaimer. EXCEPT AS SPECIFICALLY SET FORTH HEREIN, TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, EACH PARTY, ON BEHALF OF THEMSELVES AND THEIR SUPPLIERS, EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, WITH RESPECT TO THE PRODUCTS OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

LIMITATION OF LIABILITY

TO THE FULL EXTENT ALLOWED BY ANY APPLICABLE LAW, COMODO SHALL HAVE NO LIABILITY TO PARTNER FOR CLAIMS RELATING TO THIS AGREEMENT, WHETHER FOR BREACH OR IN TORT. IN NO EVENT WILL COMODO BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT (INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, USE, DATA, OR OTHER ECONOMIC ADVANTAGE), HOWEVER IT ARISES, WHETHER FOR BREACH OF THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, BREACH OF WARRANTY, OR IN TORT, EVEN IF THAT PARTY HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, AND WHETHER OR NOT SUCH DAMAGES ARE FORESEEABLE. THE FOREGOING LIMITATION OF LIABILITY OF PARTNER TO COMODO SHALL NOT APPLY IF PARTNER'S ACTIONS OR INACTION RESULT IN THE UNAUTHORIZED DISCLOSURE, DISTRIBUTION OR USE OF THE SOFTWARE OR COMODO'S CONFIDENTIAL INFORMATION.

REMEDY

Limitation on Actions. Except for indemnification obligations, neither party may bring any action, regardless of form, arising out of nor relating to this Agreement more than one (1) year after the cause of action has accrued.

Remedy. As Partner’s exclusive remedy for any material defect in the Products for which Comodo is responsible, Comodo shall attempt through commercially reasonable efforts to correct or cure any reproducible defect by issuing corrected instructions, a restriction, or a bypass. In the event Comodo does not correct or cure such nonconformity or defect after it has had a reasonable opportunity to do so, Partner’s exclusive remedy shall be the refund of any amount paid for the defective or nonconforming Product(s). Comodo shall not be obligated to correct, cure, or otherwise remedy any nonconformity or defect the Product(s) if Partner has made any changes whatsoever to the Product(s), if the Product(s) has been misused or damaged in any respect, or if Partner has not reported to Comodo the existence and nature of such nonconformity or defect promptly upon discovery thereof.

MISCELLANEOUS

Force Majeure. Any delays in or failure by either party hereto in the performance of any obligation hereunder shall be excused if and to the extent caused by occurrences beyond such party's reasonable control, including but not limited to acts of God, storms, hurricane, earthquakes, riots, strikes, or other labor disturbances, war (whether declared or not), sabotage, interruption or failure of telecommunication or digital transmission links, Internet slow-downs or failures, and any other cause or causes, whether similar or dissimilar to those herein specified, that cannot reasonably be foreseen or controlled by such party. Partner acknowledges that the Internet consists of a series of networks that are subject to failures and errors in operation and transmission. In no event shall Comodo be liable for or as a result of any such failures, errors, access, modifications, diversions or disclosures. This provision does not relieve Partner of its obligation to make payments then owing.
Impossibility. In the event that further lawful performance of any part of this Agreement by either party shall be rendered impossible by or as a consequence of any law, or any act of any government or political subdivision thereof having jurisdiction over such party or directly or indirectly over a parent of such party, such party shall not be considered in default hereunder by reason of any failure to perform occasioned thereby.
Severability. In the event that any one or more of the provisions of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions of this Agreement will not be affected, impaired, or invalidated. If the absence of the invalid, void, or unenforceable provision(s) adversely affects the substantive rights of either of the parties, the parties agree to replace such provision(s) or parts thereof with new provision(s) that closely approximate the economic and proprietary results intended by the parties.
Waiver or Delay. No waiver, delay or discharge by a Party will be valid unless in writing and signed by an authorized representative of the Party against which its enforcement is sought. Neither the failure of either Party to exercise any right of termination, nor the waiver of any default, will constitute a waiver of the rights granted in the Agreement with respect to any subsequent or other default.
Independent Contractor. Comodo and Partner expressly acknowledge and agree that they are acting as independent contractors and not employees or agents of the other. Comodo and Partner are not, and shall not in any direct or indirect way hold themselves out as, or be considered to be, joint venturers, partners, principals, servants, employees, or fiduciaries of each other, and neither Comodo nor Partner shall have the power to bind or obligate the other. In particular but without limiting the generality of the foregoing, there shall be no liability on the part of Comodo to any other person or entity for any liability or debts howsoever incurred by Partner. Partner shall be responsible for any and all its own expenses and employees.
Governing Law. This Agreement shall be interpreted and construed under the laws of the State of New Jersey, United States of America without regard to its conflicts of law principles. Any claims or legal actions by one party against the other arising under this Agreement shall be commenced in any state or federal court located in the State of New Jersey, and both parties hereby submit to the jurisdiction and venue of any such court. If legal action is brought to enforce this Agreement or any rights arising under this Agreement, the prevailing Party in such litigation will be entitled to recover from the other Party all the costs, attorneys' fees and other expenses incurred by such prevailing Party in the litigation.
Import and Export Laws. All Software and technical data delivered under this Agreement are subject to U.S. export control laws and may be subject to export or import regulations in other countries. Partner agrees to comply strictly with all such laws and regulations and acknowledges that it has the responsibility to obtain such licenses to export, re-export or import as may be required after delivery to Partner.
Survival. All provisions of this Agreement relating to confidentiality, non-disclosure, proprietary rights, indemnification and limitations of liability shall survive the termination of this Agreement.
Assignment. Partner may not assign or transfer, or purport to assign or transfer, any of its rights, duties, or obligations under this Agreement to any person or entity, in whole or in part, whether by assignment, merger, transfer of assets, sale of stock, operation of law, or otherwise, without first obtaining Comodo’s prior written consent. Comodo may assign or transfer this agreement in its sole discretion.
Change of Control. In the event of the direct or indirect taking over or assumption of control of Partner or of substantially all of its assets by any government, governmental agency or other third party, Comodo may terminate this Agreement upon written notice to Partner.
Notices. All notices shall be in writing and in English and may be made by first class mail, return receipt requested, sent to the following addresses:

If to Comodo: If to Partner:

Comodo Security Solutions, Inc.                                     ___________________________
525 Washington Blvd., Ste 2010                                      ___________________________
Jersey City, NJ 07310                                                    ___________________________

Either party may change its address for notice by providing thirty (30) days written notice to the other party. Notices shall be considered to have been given three (3) business days after posting.

No Rights in Third Parties. This Agreement is made for the benefit of the parties hereto, and not for the benefit of any third parties.
Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement.
Headings. The headings and captions used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.
Construction. This Agreement has been negotiated by the parties hereto and by their respective counsel. This Agreement will be fairly interpreted in accordance with its terms and without any strict construction in favor of or against either party. The original of this Agreement has been written in English, and such version shall be the governing version of the Agreement. To the extent allowed under applicable law, Partner waives any right it may have, if any, under any law or regulation to have this Agreement written in a language other than English.
Equitable Relief. Because the licenses granted under this Agreement are personal and unique, and because Partner will have access to and become acquainted with confidential and proprietary information of Comodo, the unauthorized use or disclosure of which would cause irreparable harm and significant injury which would be difficult to ascertain and which would not be compensable by damages alone, both parties agree that, in addition to any and all legal remedies available to Comodo for Partner's breach of this Agreement, Comodo shall be entitled to avail itself of actions against Partner and/or third parties for seizure and injunctive relief. If an unauthorized use or disclosure occurs, Partner will promptly notify Comodo and take, at Partner's expense, all steps which are necessary to recover the Software and to prevent its subsequent unauthorized use or dissemination.
Entire Agreement. This Agreement and applicable Schedules and all documents referred to herein contain the entire and exclusive agreement and understanding between the parties on the subject matter contained herein and supersedes all prior and contemporaneous oral or written communications, proposals, conditions, representations and warranties and prevails over any conflicting or additional terms of any quote, order, acknowledgment, or other communication between the parties relating to its subject matter during the term of this Agreement. No representation, undertaking or promise shall be taken to have been given or implied from anything said or written in negotiations between the parties prior to this Agreement except as may be expressly stated in this Agreement.
Modifications. No amendment or modification of this Agreement or any of its terms or provisions shall be of any effect unless in writing and signed by a duly authorized officer of each party.

ACCEPTANCE
BY CLICKING “I ACCEPT” BELOW, YOU AGREE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT AND THAT YOU WILL BE BOUND BY AND COMPLY WITH ALL OF ITS TERMS AND CONDITIONS. DO NOT CLICK THE “I ACCEPT” BOTTON IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.

SCHEDULE 1: BINARY CODE LICENSE TERMS
END USER LICENSE AGREEMENT

IMPORTANT- READ THESE TERMS CAREFULLY BEFORE DOWNLOADING THE _____________________ PROFESSIONAL FIREWALL (“FIREWALL”). BY DOWNLOADING, INSTALLING OR USING THIS PROGRAM, OR BY CLICKING ON “I ACCEPT” BELOW, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS LICENSE AGREEMENT, THAT YOU UNDERSTAND IT, AND THAT YOU AGREE TO BE BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT, DO NOT DOWNLOAD OR INSTALL THE PROGRAM OR CLICK ON “I ACCEPT”.

This End-User License Agreement (the “Agreement”) is a legal contract between you, as either an individual or as a business entity, and __________________ (“Licensor”), which has its principal place of business at _____________________________________________.

Grant of License for Registered Users

Licensor grants you a limited, non-exclusive, and revocable license to download, install, back-up, and use the Firewall, including any documentation files or website information accompanying it (collectively, the "Program"), on as many computers as desired provided that: (i) the Program is NOT modified in any manner; (ii) all copyright and proprietary notices or labels are maintained on the Program in their original format; (iii) you posses the necessary authority and power to install the Program on the computers, and (iv) you agree to be bound by and use the Program only in accordance with the terms of this License Agreement. You are granted a limited and revocable license to transfer the Program to a third party provided the Program is only transferred in an unmodified state and the transferee is bound by the terms and conditions found herein. The transferee shall become a substitute for you in this Agreement and must be contractually bound to the same limitations and obligations that you are bound to and must be bound through the manual acceptance of this Agreement by the transferee.

For purposes of this Agreement, the “Program” includes any updates, enhancements, modifications, revisions, or additions to the Program made by Licensor, or a properly licensed affiliate, and made available to you through Licensor’s, or a properly licensed affiliate’s, web site. As such, this Agreement shall also apply to any and all updates, supplements, add-on components, or Internet-based services components, of the Program that Licensor may provide to you or make available to you after the date you obtain your initial copy of the Program, unless Licensor provides other terms along with the update, supplement, add-on component, or Internet-based update services component. Licensor reserves the right to discontinue any Internet-based update services provided to you or made available to you through the use of the Program. Notwithstanding the foregoing, Licensor shall be under no obligation to provide any updates, enhancements, modifications, revisions, or additions to the software. You may not use, copy, modify, sell, or transfer any part of the Program except as provided in this Agreement.

Any rights in the Program not expressly granted in this Agreement are reserved by Licensor.

The Program contains components that enable and facilitate the use of certain Internet-based update services. You acknowledge and agree that Licensor may automatically check the version of the Program and/or its components that you are utilizing and may provide upgrades or fixes to the Software that will be automatically downloaded to your computer. You may turn off automatic updates of the Program once installed, but initial settings will cause the Program to download and retrieve updates automatically without further user input.

Ownership

The Program is being licensed, not sold, and Licensor expressly reserves and maintains at all times all ownership rights in and to the Program, including any intellectual property rights therein. This License shall not be construed to grant any ownership rights in the Program to you, but shall only give you a limited license to use the Program until this Agreement is terminated, as set forth in Section 7. You acknowledge that the Program, including all intellectual property rights under copyright, trade secret, patent, or trademark laws, is owned by Licensor and/or its licensors. Licensor may pursue all legal remedies if you use the Software in violation of this Agreement.

You acknowledge that if you use the Program in violation of this Agreement (including, without limitation, by copying, distributing or making derivatives of the Program), you may be subject to CRIMINAL AND/OR CIVIL FINES AND PENALTIES under all applicable laws.

Licensor has the right to gather information regarding the use of the Program and by installing the software, you grant Licensor permission to collect this information. Licensor may use this information solely to improve its products or to track geographical data and the enforcement of its license agreement and will not disclose this information in a form that could personally identify you to any third party.

The Program contains material that is protected by United States and foreign intellectual property laws, including copyright, trade secret and patent law, as well as by international laws and treaty provisions. All rights not granted to you herein are expressly reserved by Licensor. You may not remove any copyright or other proprietary notice of Licensor from any copy of the Program.

Restrictions

You may not publish, display, disclose, rent, lease, sell, resell, modify, loan, distribute, or create derivative works based on the Program or any part thereof. You may not reverse engineer, decompile, translate, adapt, vary, alter, change, modify, or disassemble the Program, nor shall you attempt to create the source code from the object code for the Program.

As a condition of your use of the Program, you warrant that you will not use the Program for any purpose that is unlawful or is prohibited by these terms, conditions, and notices. You agree to comply with all local rules applicable to you in your use of the Program. You agree not to reproduce, resell or exploit for any commercial purposes, any portion of the Program. If you violate any of these terms, your permission to use the Program automatically terminates.

The Program is provided solely for lawful purposes and use. You agree to supervise and control the use of the Program in accordance with the terms of this Agreement. You shall be solely responsible for, and agree to comply with, all laws, statutes, ordinances, regulations, rules and other government authority ('Laws') applicable to the use of the Program. The Program is provided subject to this standard commercial agreement and qualifies as commercial computer software within the meaning of the applicable government acquisition Laws.

THIS LICENSE AGREEMENT IS EXPRESSLY MADE SUBJECT TO ANY LAWS, REGULATIONS, ORDERS, OR OTHER RESTRICTIONS ON THE EXPORT FROM THE UNITED STATES OF AMERICA OF THE PROGRAM OR INFORMATION ABOUT SUCH PROGRAM WHICH MAY BE IMPOSED FROM TIME TO TIME BY THE GOVERNMENT OF THE UNITED STATES OF AMERICA. YOU SHALL NOT EXPORT THE PROGRAM OR INFORMATION ABOUT THE PROGRAM TO ANY COUNTRY WHERE THE UNITED STATES REQUIRES AN EXPORT LICENSE WITHOUT CONSENT OF LICENSOR AND THEN ONLY IN COMPLIANCE WITH SUCH LAWS, REGULATIONS, ORDERS, OR OTHER RESTRICTIONS.

The terms and conditions of this Agreement shall apply to your use and disclosure of the Program, and shall supersede any conflicting contractual terms and conditions. If this Agreement fails to meet your minimum needs or is inconsistent in any respect with government procurement Laws, you agree not to use the Program.

Disclaimer of Warranties

THE PROGRAM IS PROVIDED TO YOU “AS IS” BY LICENSOR, AND ANY USE BY YOU OF THE PROGRAM IS AT YOUR OWN RISK. You acknowledge that the program may contain bugs, errors, and other problems that could cause system or other failures and data loss. LICENSOR DOES NOT WARRANT THE PERFORMANCE OF THE PROGRAM AND DOES NOT WARRANT THAT THE PROGRAM WILL OPERATE SUBSTANTIALLY IN ACCORDANCE WITH THE DOCUMENTATION ACCOMPANYING THE PROGRAM.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, LICENSOR DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESSED OR IMPLIED, IN EQUITY OR AT LAW, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. LICENSOR DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PROGRAM WILL MEET ANY REQUIREMENTS OR NEEDS YOU MAY HAVE, OR THAT THE PROGRAM WILL OPERATE ERROR FREE, OR IN AN UNINTERRUPTED FASHION, OR THAT ANY DEFECTS OR ERRORS IN THE PROGRAM WILL BE CORRECTED, OR THAT THE PROGRAM IS COMPATIBLE WITH ANY PARTICULAR PLATFORM. SOME JURISDICTIONS DO NOT ALLOW THE WAIVER OR EXCLUSION OF IMPLIED WARRANTIES SO THEY MAY NOT APPLY TO YOU. LICENSOR MAKES NO WARRANTY THAT LICENSOR WILL PROVIDE YOU WITH THE MOST RECENTLY DEVELOPED OR DISTRIBUTED VERSION OF THE SOFTWARE. YOU SHALL BEAR THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE PROGRAM.

Limitation of Liability

YOU RECOGNIZE THAT ALTHOUGH THE PROGRAM IS TO BE USED TO PREVENT UNAUTHORIZED DATA FROM BEING TRANSMITTED THROUGH INTERNET, ONLY YOU ARE ULTIMATELY RESPONSIBLE FOR ANY LOSSES OR DAMAGES INCURRED BY YOU AS A RESULT OF USING OR INSTALLING THE PROGRAM OR AS A RESULT OF ANY CONNECTIONS MADE TO THE INTERNET BY YOUR COMPUTER. IN NO CIRCUMSTANCES OR EVENT WILL LICENSOR BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DIRECT OR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS OR REVENUE, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION OR DATA) ARISING OUT OF THE USE OF OR INABILITY TO USE THE PROGRAM, OR FOR ANY CLAIM BY ANY OTHER PARTY, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF THE DAMAGE WAS FORESEEABLE.

LICENSOR'S AGGREGATE LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE WITH RESPECT TO THE PROGRAM OR OTHERWISE SHALL NOT EXCEED THE AMOUNT OF THE LICENSE FEE PAID BY YOU FOR THE PROGRAM. BECAUSE SOME STATES/COUNTRIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

Termination

This License Agreement is effective until it is terminated by you or by Licensor. You may terminate this License Agreement at any time by destroying, deleting, erasing or returning to Licensor all copies of the Program in your possession or under your control. Licensor may terminate this License Agreement for any reason, including, but not limited to, if Licensor finds that you have violated any of the terms of this License Agreement. Upon notification to you of termination by Licensor, you agree to destroy, delete, erase or return to Licensor all copies of the Program and to certify in writing or by email that all known copies, including backup copies, have been destroyed. All provisions relating to confidentiality, proprietary rights, and non-disclosure shall survive the termination of this License Agreement.

Indemnity

You agree to release, indemnify, defend and hold harmless Licensor and any of its contractors, agents, employees, officers, directors, shareholders, affiliates and assigns from all liabilities, claims, damages, costs and expenses, including reasonable attorney's fees and expenses, of third parties relating to or arising out of (a) your entering into this Agreement, or your breach of the terms or obligations of this Agreement, (b) your use or misuse of the Program or the use or misuse of the Program by a third Party under your control, or (c) your infringement upon any intellectual property or other proprietary right of any person or entity. Licensor may, at its own expense, assume the exclusive defense and control of any matter otherwise subject to indemnification by you, but its doing so shall not excuse your indemnity obligations in this EULA. The terms of this paragraph will survive any termination or cancellation of this Agreement.

Privacy.

Licensor has built its electronic services and products with your privacy and security in mind. To ensure your privacy, Licensor periodically publishes a Privacy Statement that is incorporated by reference into this Agreement. You can view the Privacy Statement at http://www.Licensorgroup.com/privacy.asp. Please check this page periodically for changes in our privacy policy. By agreeing to the terms of this Agreement you acknowledge that you have read, understand and agree to the provisions of the Privacy Statement.

Governing Law

This License Agreement shall be construed, interpreted and governed by the laws of the State of New Jersey without regard to conflicts of law provisions thereof. You agree that the exclusive forum for any disputes arising out of or relating to this License Agreement shall be an appropriate federal or state court sitting in New Jersey, USA.

Severability

If any part of this License Agreement is found illegal, invalid, or unenforceable by a court of competent jurisdiction, the remainder of this License Agreement shall be interpreted so as to reasonably effect the intention of the parties.

Force Majeure

You agree not to hold Licensor responsible for any cessation, interruption or delay in the operation of the Program or performance of its obligations hereunder due to earthquake, flood, fire, storm, natural disaster, act of God or the public enemy, war, armed conflict, terrorist action, strike, lockout, boycott, riot, release of hazardous or toxic substances, explosion, accident, or any other causes whether or not of the same class or kind as those specifically above named, which are not within the reasonable control of a party.

Entire Agreement

This License Agreement shall constitute the entire Agreement between the parties hereto. Any waiver of this License Agreement shall only be effective if it is in writing and signed by both parties hereto. You acknowledge and agree that Licensor, at its sole discretion, may change, modify, amend, suspend or discontinue any aspect of the Program, including its pricing or its website, at any time without notice and without liability to you or to any third party. Licensor reserves the right to impose limits on certain features of the Program at any time, without notice and without liability to you or to any third party. Further, you acknowledge and agree that Licensor may amend this Agreement (including any fees and rules) applicable to the Program at any time, at Licensor's sole discretion. Any amendment of this Agreement will be reflected on Licensor’s website and is applicable to you and all current users at the time it is posted, who agree to be bound thereby. You are expected to review the Agreement posted on the website periodically to obtain notice of any changes. Continued use of the Program constitutes acceptance of Licensors’s then-current Agreement. Section headings are for convenience only and shall not be considered in the interpretation of this Agreement.

Notices

All notices, demands or requests to Licensor with respect to this Agreement shall be made in writing to: Licensor, 525 Washington Blvd., Suite 2010, Jersey City, New Jersey 07310.

Survival

This Agreement shall be applicable for as long as you have the Program downloaded or installed and you have not breached any provision of this Subscriber Agreement, except that the provisions regarding confidentiality, proprietary rights, indemnity, and non-disclosure shall survive this agreement.

ACCEPTANCE

BY CLICKING “I ACCEPT” BELOW, YOU AGREE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT AND THAT YOU WILL BE BOUND BY AND COMPLY WITH ALL OF ITS TERMS AND CONDITIONS. DO NOT CLICK THE “I ACCEPT” BOTTON IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.

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