Effective Date: September 13, 2022

Ethica Channel Enablement, Inc.
Reseller Agreement

This Reseller Agreement (the “Reseller Agreement”) is between you” or “Reseller”, and Ethica Channel Enablement, Inc., a Canadian Company with its office in Toronto, Ontario.

This Reseller Agreement is a separate agreement from the agreement that Ethica has with the parties who subscribe for CloudAccess (“End Users”) which agreement may be found at www.ethica.partners/terms (as may be modified by Ethica from time to time, “End User Agreement”). For convenience and consistency, however, the definitions of certain terms related to our products and services (namely CloudAccess) will be the same as those in the End User Agreement.

1. Order Requirements.

To the extent that we make CloudAccess available for sublicensing, you may order such CloudAccess for sublicensing to End Users by following the directions set forth on our website (currently at www.ethica.partners). You must be able to, upon request, provide all the requested information including, without limitation, the End User’s business and email addresses, type of business, types and providers of End User’s connectivity, and CloudAccess features and services to be sublicensed in the order (“Order”). All such information must be accurate and complete and must reflect bona fide orders you have received from End Users. Licenses must be obtained through Ethica’s portal as specified in Section 5.

2. Limited Right to Resell.

Subject to this Reseller Agreement and the exclusivity rights granted in Schedule D, we grant you a non-exclusive, non-transferable right to sublicense CloudAccess specified in the Order to the End User specified in the Order, solely for use by such End User in accordance with the End User Agreement. Reseller may sublicense to Sub-Distributors the rights granted in the preceding sentence provided that Reseller shall inform Ethica in writing of, and Ethica shall have the right acting reasonably and without prejudice ,to approve or disapprove, any Sub-Distributor(s) proposed to be appointed by Reseller in respect to the sale and distribution of CloudAccess provided, however, that the appointment of any such Sub-Distributor(s) by Reseller, following approval by Ethica, shall not relieve Reseller of any of its obligations hereunder.

3. Enforcement of End User Agreement.

3.1. End User Terms. (a) All use of CloudAccess by End Users is subject to the End User Agreement, and you may not purport to reduce or remove any terms pertaining to their use of CloudAccess. You are responsible for ensuring that each End User enters into the End User Agreement, and an order for CloudAccess which includes all limitations on End Users and other quantity restrictions applicable to the End User’s order set forth in the Order (the “Restrictions”), in a manner that is legally binding upon the End User. This may require you to (a) notify each End User that CloudAccess is subject to the End User Agreement and the Restrictions and that by placing an order with Reseller the End User agrees to the End User Agreement and the Restrictions, (b) include either a copy of or link to the End User Agreement and Restrictions in each quotation and order form you issue to the End User, and (c) obtain from each End User written confirmation of acceptance of the End User Agreement and the Restrictions prior to the earlier to occur of acceptance of the order by Reseller or delivery of the Product. You must provide evidence of such acceptance by the End User to Ethica upon request. (b)        Sub-Distributor License Agreements. Reseller shall not sublicense or distribute CloudAccess to any Sub-Distributor that does not first execute a written Sub-Distributor license agreement (“SDLA”) that: (a) restricts use of CloudAccess to the same extent as the End User Agreement; (b) incorporates the requirements of Subsection 3.1(a) above with regard to such Sub-Distributor’s End-Customers; (c)) provides for audits, with terms no less restrictive than those of Article 16 (Audit); (d) provides Reseller the right to terminate such SDLA if this Agreement terminates, and requires that such Sub-Distributor cease distributing and using CloudAccess after termination of such SDLA; (d) provides that Ethica may enforce the SDLA as an intended third party beneficiary of the provisions listed in this sentence.

3.2. Enforcement End User Agreement. Reseller will (a) use commercially reasonable efforts to monitor and enforce each End User Agreement to the extent any breach thereof does, or would reasonably be expected to have, an adverse effect on Ethica, the Services, and/or Ethica Technology; (b) immediately notify Ethica in writing of any such breach(es); (c) comply with all reasonable requests made by Ethica for the purposes of Ethica and enforcing its rights or any third party provider rights including all intellectual property rights, in and to the Services and/or Ethica Technology; and (d) as between Ethica and Reseller, be solely responsible and liable for any violation by any and all End Users of the applicable End User Agreement.

4. Identification as Reseller.

Subject to this Reseller Agreement, you are permitted to identify yourself as an Ethica “Reseller” solely in connection with your resale of CloudAccess or white label CloudAccess. This right may be extended to Sub-Distributors. You may not use any Ethica trademark, logo, or service mark (“Marks”) except as permitted by Ethica’s Trademark Guidelines at http://www.ethica.partners/terms

All goodwill arising from your use of Marks inures to the benefit of Ethica.  

5. Payment and Delivery.

5.1. Fees. Reseller shall obtain CloudAccess license keys through the Ethica portal upon pre-payment of the required license type. The portal will show a list price and if applicable offer an opportunity for the Reseller to apply a discount code. Resellers shall have the option to buy pre-paid annual licenses, or pre-paid monthly licenses. Resellers shall have 45 days to apply the pre-paid license to an installed site with the license term commencing on the day the license is applied (site is installed) or it shall automatically start on the 46^th day. Licenses are non-refundable and non-cancellable. Licenses may be transferred to different sites. Ethica will send the Reseller an advisory prior to the date of license expiration to let the Reseller know the date the site will auto-renew, and that they have the option to not renew the License. If the Reseller doesn’t terminate the License prior to the end of the then current term, the License shall auto-renew as a pre-paid monthly license, and the Reseller shall be obligated to pay the then current subscription fee as provided on the portal.  

5.2. Delivery. Upon receipt of payment, you shall be permitted to use the applicable CloudAccess service and other information necessary for End Users to download and use CloudAccess directly to the delivery contact specified in the Order in accordance with our standard delivery procedures.

5.3 Demonstration Licenses.  During the term of this Agreement, Ethica grants You at no charge, limited-term demonstration licenses (as determined by Ethica in its sole discretion) to assist in promoting and reselling CloudAccess.  Your use of CloudAccess provided pursuant to this Section is subject to the End User Agreement; provided that Reseller may use CloudAccess solely for demonstration purposes and not for its own internal business purposes.

5.4. Taxes. Payments made by you under this Reseller Agreement exclude any taxes or duties payable in respect of CloudAccess in the jurisdiction where the payment is either made or received. To the extent that any such taxes or duties are payable by Ethica, you must pay to Ethica the amount of such taxes or duties in addition to any fees owed under this Reseller Agreement. Notwithstanding the foregoing, you may have obtained an exemption from relevant taxes or duties as of the time such taxes or duties are levied or assessed. In that case, you will have the right to provide to Ethica any such exemption information, and Ethica will use reasonable efforts to provide such invoicing documents as may enable you to obtain a refund or credit for the amount so paid from any relevant revenue authority if such a refund or credit is available.

5.5. End User Pricing and Payment; Refunds. You will independently set your own pricing to each End User. You bear all risk of non-payment by End Users, and you are solely responsible for all of your costs and expenses. You may not terminate an Order or receive any refunds due to non-payment by an End User. If Ethica provides any refund to an End User under our standard return policy, Ethica, will refund the applicable amounts to you for distribution to the End User. You agree to cooperate with Ethica in connection with any such refund.  

6. Feedback 

If you provide any feedback, comments, suggestions, ideas, description of processes, or other information to us about or in connection with CloudAccess, our other products, solutions, or services, or our Reseller program, including without limitation any ideas, concepts, know-how or techniques contained therein (“Feedback“), then you grant us a worldwide, royalty-free, fully-paid up, non-exclusive, perpetual, transferable and irrevocable (with right of sublicense) license to use, copy, modify, create derivative works of, and otherwise exploit the Feedback for any purpose, without any compensation to you or any restriction or obligation on account of intellectual property rights or otherwise. For clarity, no Feedback will be deemed your Confidential Information, and nothing in this Reseller Agreement (including without limitation Section 11 (Confidentiality)) limits Ethica’s right to independently use, develop, evaluate, or market products, whether incorporating Feedback or otherwise.  

7. No Use Rights; Reserved Rights.

Only the End User customer of CloudAccess (and its users) may use CloudAccess. You are not permitted to use any CloudAccess resold under this Reseller Agreement for your own benefit. To the extent that you nevertheless gain any access to CloudAccess, all license restrictions in the End User Agreement apply to you. Notwithstanding anything to the contrary contained in this Reseller Agreement, except for the limited resale right in Section 2 above, Ethica and its suppliers have and will retain all rights, title and interest (including without limitation all patent, copyright, trademark, trade secret and other intellectual property rights) in and to all CloudAccess, service descriptions, documentation, user manuals, and underlying technology (“Ethica Technology“), and all copies, modifications and derivative works thereof, including without limitation as may incorporate Feedback. You acknowledge that you are obtaining only a limited right to resell CloudAccess and that irrespective of any use of the words “purchase”, “sale” or like terms hereunder no ownership rights are being conveyed to you under this Reseller Agreement or otherwise.  

8. Reseller Obligations and Liability.

8.1. End User Relationships; Business Practices. You agree not to represent yourself as an agent or employee of Ethica and agree that you will have primary control over any End User communication regarding CloudAccess once you submit an Order. You will not make any representations regarding Ethica, on Ethica’s behalf, or about any CloudAccess. You agree not to engage in any deceptive, misleading, illegal, or unethical practices that may be detrimental to Ethica or its products and agree to comply with all applicable federal, state and local laws and regulations while operating under this Reseller Agreement, including without limitation the U.S. Foreign Corrupt Practices Act and any similar laws or regulations in any applicable jurisdiction. You further agree to comply with all applicable export and import laws and regulations, including U.S. embargo and sanctions regulations and prohibitions on export for certain end uses or to certain end users. Without limiting the generality of the foregoing, you acknowledge and agree that CloudAccess is prohibited for export or re-export to Cuba, North Korea, Iran, Libya, Syria and Sudan or to any person or entity on the U.S. Department of Commerce Denied Persons List or on the U.S. Department of Treasury’s lists of Specially Designated Nationals, Specially Designated Narcotics Traffickers or Specially Designated Terrorists, as such is changed from time to time

8.2. Indemnity. You are fully responsible for all liabilities and expenses of any type whatsoever that may arise on account of your sublicensing of CloudAccess. You will indemnify, hold harmless and (at Ethica’s option) defend Ethica from and against any claims, demands, suits, proceedings, investigations, actions, losses, costs, expenses, settlement amounts, fines, penalties, damages and any and all other liabilities, including without limitation reasonable attorneys’ fees, arising from or relating to: (a) any breach or alleged by you of any term of this Reseller Agreement, (b) the issuance by you of any warranty or representation regarding Ethica or its products or services not specified in the End User Agreement, or (c) any of your other acts or omissions in connection with the marketing or resale of CloudAccess under this Reseller Agreement.  

8.3 Responsibility Matrix. You agree that the responsibility matrix contained in Schedule A and Schedule B references each Party’s respective obligations with respect to the deployment and support of CloudAccess.

9. Termination

9.1. Term of Agreement. The term of this Agreement begins on the Effective Date and continues until terminated by either party in accordance with this Agreement.

9.2       Termination. We may terminate this Reseller Agreement if you materially breach any provision in this Reseller Agreement and fail to cure such breach within five (5) business days of written notice of such breach. Ethica may also terminate this Reseller Agreement immediately upon notice to you if it reasonably believes that continuing hereunder could result in business or legal liability for Ethica or otherwise harm Ethica or its End Users. Ethica shall provide 24 hours notice to the Reseller to allow it to rectify and cure a breach.

9.3. Effect of Termination. You expressly agree that Ethica will have no obligation or liability to you resulting from termination or expiration of this Reseller Agreement in accordance with its terms. Upon termination or expiration of this Reseller Agreement: (a) you must immediately cease identifying yourself as an Ethica Reseller and using Ethica Marks in connection with your resale activities hereunder, (b) you must destroy all Confidential Information in your possession and certify destruction (unless we request that you return such materials to us) and (c) Sections 5 (Payment and Delivery) (but only with respect to Orders completed during the Term), 6 (Feedback) and 7 (No Use Rights; Reserved Rights) through 14 (General) will survive. Notwithstanding any termination or expiration of this Reseller Agreement all End User Agreements with End Users for the license of CloudAccess which are in compliance with this Agreement shall survive for the subscription term set forth in the applicable Order. Ethica shall have no liability to you and you expressly waive any liability of Ethica, as a result of termination or expiration of this Reseller Agreement in accordance with its terms, including without limitation claims relating to loss of profit, goodwill, advertising costs, termination of employees, employees’ salaries, unrecovered expenditures, investments, inventory purchases, leases, property improvements, or any other items.  

10. Changes to Agreement. 

From time to time, we may modify this Reseller Agreement and/or our End User Agreement. The version of this Reseller Agreement and End User Agreement in place at the time you submit an order is the version that will govern such order. We will provide at least thirty (30) days written notice prior to modifying this Reseller Agreement and/or End user Agreement, but in no event shall any such modification apply to orders which have already been placed prior to such modification.

11. Confidentiality.

11.1 Confidentiality. Except as otherwise set forth in this Reseller Agreement, each party agrees that all code, CloudAccess inventions, know-how, methodologies, business, technical and financial information it obtains (as “Receiving Party“) from the disclosing party (“Disclosing Party“) constitute the confidential property of the Disclosing Party (“Confidential Information“),. Any Ethica Technology and any performance information relating to CloudAccess shall be deemed Confidential Information without any marking or further designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. The Receiving Party’s nondisclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; (iv) is independently developed by employees of the Receiving Party who had no access to such information; or (v) is required to be disclosed pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party). The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to appropriate equitable relief in addition to whatever other remedies it might have at law.

12. DISCLAIMER OF WARRANTIES.

The End User Agreement contains applicable commitments, indemnities and other terms and conditions in respect of Cloud Access. Ethica and its licensors make NO WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, TO YOU THE RESELLER, AND EXPRESSLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT.   RESELLER ACKNOWLEDGES AND AGREES THAT CLOUDACCESS SHALL BE SUBJECT TO SUCH MODIFICATIONS, ADDITIONS AND DELETIONS AS ETHICA MAY DETERMINE FROM TIME TO TIME, PROVIDED THAT THE RESELLER, WHERE PRACTICABLE, RECEIVES WRITTEN NOTICE IN WRITING TEN (10) BUSINESS DAYS PRIOR TO SUCH MODIFICATIONS BEING MADE RESELLER AGREES THAT ITS PROMOTION AND DISTRIBUTION OF CLOUDACCESS IS NEITHER CONTINGENT UPON THE DELIVERY OF ANY FUTURE FUNCTIONALITY OR FEATURES NOR DEPENDENT UPON ANY ORAL OR WRITTEN PUBLIC COMMENTS MADE BY ETHICA WITH RESPECT TO FUTURE FUNCTIONALITY OR FEATURES. 

13. LIMITATION OF LIABILITY.

13.1. Waiver of Consequential Damages. TO THE FULLEST EXTENT ALLOWED BY LAW, NEITHER ETHICA NOR ITS SUPPLIERS SHALL BE LIABLE FOR (I) ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND;  (II) ANY LOST PROFITS, LOSS OF GOODWILL, LOSS OF BUSINESS, LOSS OF USE, LOST DATA, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, OR THE COSTS TO COVER), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE AND EVEN IF SUCH DAMAGES WERE REASONABLY FORSEEABLE. THE ABOVE WAIVER SHALL NOT APPLY WHERE THE LIABILITY OCCURS AS A RESULT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT BY ETHICA OR ITS SUPPLIERS.
13.2. Liability Cap. TO THE FULLEST EXTENT ALLOWED BY LAW, ETHICA’S AND ITS THIRD-PARTY SUPPLIERS’ ENTIRE LIABILITY UNDER THIS RESELLER AGREEMENT SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY RESELLER TO ETHICA IN RESPECT OF THE ORDER THAT IS THE SUBJECT OF THE CAUSE OF ACTION IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE DATE THE CAUSE OF ACTION AROSE.  

14. Dispute Resolution; Governing Law; Anti-Bribery

14.1. Dispute Resolution; Arbitration. In the event of any controversy or claim arising out of or relating to this Reseller Agreement, the parties hereto shall consult and negotiate with each other and, recognizing their mutual interests, attempt to reach a solution satisfactory to both parties. If the parties do not reach a settlement within a period of 60 days, any unresolved controversy or claim arising out of or relating to this Reseller Agreement shall proceed to binding arbitration under the Canadian Arbitration Association (CAA) Rules. The parties shall seek to mutually appoint an arbitrator. If the parties cannot agree on a single arbitrator, then there shall be three (3) arbitrators: one selected by each party, and a third selected by the first two. Arbitration will take place in Toronto, Ontario, Canada. All negotiations and arbitration proceedings pursuant to this Section 14.1 will be confidential and treated as compromise and settlement negotiations for purposes of all similar rules and codes of evidence of applicable legislation and jurisdictions. The language of the arbitration shall be English.

14.2. Governing Law; Jurisdiction. This Reseller Agreement will be governed by and construed in accordance with the applicable laws of the Province of Ontario, Canada, without giving effect to the principles of that State relating to conflicts of laws. Each party irrevocably agrees that any legal action, suit or proceeding that is not otherwise subject to the arbitration provisions of Section 14.1 (Dispute Resolution; Arbitration) must be brought solely and exclusively in, and will be subject to the service of process and other applicable procedural rules of, the Provincial or Federal court in Toronto, Ontario, Canada, and each party irrevocably submits to the sole and exclusive personal jurisdiction of the courts in Toronto, Ontario, Canada, generally and unconditionally, with respect to any action, suit or proceeding brought by it or against it by the other party.

14.3. Injunctive Relief; Enforcement. Notwithstanding the provisions of this Section 14, nothing in this Reseller Agreement shall prevent either party from seeking equitable or injunctive relief with respect to a violation of intellectual property rights, confidentiality obligations or enforcement or recognition of any award or order in any appropriate jurisdiction.

14.4. Exclusion of UN Convention and UCITA. The terms of the United Nations Convention on Contracts for the Sale of Goods do not apply to this Reseller Agreement. The Uniform Computer Information Transactions Act (UCITA) shall not apply to this Reseller Agreement regardless of when or where adopted.

14.5. Anti-Bribery. In conformity with the United States Foreign Corrupt Practices Act and the UK Bribery Act and with Ethica’s corporate policies regarding foreign business practices, you and your employees and agents will not directly or indirectly make and offer payment, promise to pay, or authorize payment, or offer a gift, promise to give, or authorize the giving of anything of value for the purpose of influencing an act or decision of an official of any government (including a decision not to act) or inducing such a person to use his influence to affect any such governmental act or decision in order to assist Ethica in obtaining, retaining, or directing any such business.

15 General.

This Reseller Agreement is the entire agreement between you and Ethica relating to the sublicensing of CloudAccess as described in this Reseller Agreement and supersedes all prior and contemporaneous oral or written communications, proposals and representations with respect to CloudAccess or any other subject matter covered by this Reseller Agreement. You agree that any varying or additional terms contained in any purchase order or other written notification or document issued by you in relation to CloudAccess resold by you to your End Users hereunder shall be of no effect and all such terms or conditions shall be null and void. If any provision of this Reseller Agreement is held to be void, invalid, unenforceable or illegal, the other provisions shall continue in full force and effect. This Reseller Agreement may not be modified or amended except as described in Section 10 (Changes to Agreement) or otherwise with the written agreement of Ethica (which may be withheld in its complete discretion without any requirement to provide reasons). As used herein, “including” (and its variants) means “including without limitation” (and its variants). If either party to this Reseller Agreement breaches any provision of this Reseller Agreement relating to Confidential Information or intellectual property rights, there may not be an adequate remedy available solely at law; therefore, an injunction, specific performance or other form of equitable relief or monetary damages or any combination thereof may be sought by the injured party to this Reseller Agreement. No failure or delay by the injured party to this Reseller Agreement in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder at law or equity. The parties are independent contractors.

This Reseller Agreement shall not be construed as constituting either party as a partner of the other or to create any other form of legal association that would give on party the express or implied right, power or authority to create any duty or obligation of the other party. This Agreement shall not be assigned by either party without the advance written consent of the other party; provided, however that either party may assign this Agreement without consent to its successor in a merger, acquisition or other change of control, including without limitation any sale of all or substantially all of a party’s assets or stock or business to which this Agreement relates. This Agreement shall be binding upon and inure to the benefit of the parties, their successors and permitted assigns. Any assignment in contravention of this section shall be void and of no effect. You agree that Ethica may use your name and may disclose that you are a reseller of Ethica in Ethica advertising, press, promotion and similar public disclosures. You also hereby grant Ethica a non-exclusive, revocable license during the term of this Agreement to list your name and display your logo in the “reseller” or similar section of Ethica’s website.

16. Audit.

During the Term of this Agreement and at any time during the twelve  months thereafter, Ethica may audit Reseller’s use and distribution of CloudAccess and related hardware on 7 business days’ advance written notice. Reseller shall cooperate with the audit, including by providing access to any books, computers, records, or other information that relate or may relate to use of CloudAccess. Such audit shall not unreasonably interfere with Reseller’s business activities. If Ethica discovers unauthorized or undisclosed use, reproduction, distribution, or other exploitation of CloudAccess, Reseller shall reimburse Ethica for the reasonable cost of the audit or of the next audit in case of discovery without an audit, forthwith pay any outstanding fees. Such rights are in in addition to such other rights and remedies as Ethica may have.

Reseller Responsibilities: SCHEDULE A

1. Node Hosting
   1. Orchestrator – Ethica will host and manage the Orchestration webapp for all Resellers. Reseller has the choice to host their own Orchestrator for an additional cost.
   2. All other nodes will be hosted and/or managed by Reseller.
2. Routing
   1. Reseller is responsible for acquiring, advertising, routing, and managing all CloudAccess IP Addresses.
3. Hardware Procurement
   1. See Schedule C
4. CPE Provisioning & Configuration
   1. Reseller is responsible for provisioning and configuring CPE hardware.
   2. Ethica will train Reseller’s staff such that they are able to provision and configure CPE hardware for use with CloudAccess.
5. CPE Deployment
   1. Reseller will deploy CPE Hardware to customer premises.
6. Link Provisioning and Management
   1. Reseller is responsible for the provisioning and/or management of all physical links used at each customer premises.
7. Level 1 Support
   1. Support Level definitions can be found in Schedule B of this document.
   2. Reseller will support End Users with issues related to the services on links used at the customer premises for CloudAccess, including bandwidth, packet loss, jitter, MTU, etc.
8. Level 2 Support
   1. Support Level definitions can be found in Schedule B of this document.
   2. Ethica will train Reseller’s staff to be able to support CloudAccess configurations.
9. Ingress & Egress Costs
   1. Reseller will be responsible for all Ingress & Egress costs incurred by their End Users’ use of CloudAccess.
10. Level 3 Support
    1. Support Level definitions can be found in Schedule B of this document.
    2. Ethica will be responsible for all Level 3 support requests.
11. Level 4 Support
    1. Support Level definitions can be found in Schedule B of this document.
    2. Ethica will be responsible for all Level 4 support requests.
12. Node Upgrades
    1. Ethica publishes new versions of its software regularly. CPEs have access to latest images by way of a cloud-based object store. Resellers will be responsible to scheduling CPE updates with End Users and customers.
13. System Backups
    1. As much as is possible, Ethica will manage back-ups of the CloudAccess Orchestrator. Backups of other system elements is the responsibility of the Reseller.
14. Billing/Collections of End-Customers
    1. Reseller will be responsible for all Customer Receivables.
15. Marketing Support
    1. Ethica will provide Reseller with all marketing support materials found in Ethica’s reseller portal. The use of these items is governed by the portal terms and conditions found at http://www.ethica.partners/terms
16. Sales Support
    1. Ethica will provide Reseller with all sales support materials found in Ethica’s reseller portal. The use of these items is governed by the portal terms and conditions found at http://www.ethica.partners/terms
17. Communicating New Features
    1. Ethica will provide Reseller with any necessary communications about new features, such that Reseller’s sales and support staff can communicate those features to their current and future End Users.
18. Communicating Technical Issues and Fixes
    1. Ethica will offer any product-impacting service advisories directly to Reseller. Note that Operating System-specific advisories and associated remedies are the responsibility of the Reseller.
    2. Reseller will be responsible for communicating directly with End Users. Ethica will not communicate directly with Reseller’s End Users unless expressly requested to do so by Reseller or upon termination of the End User Agreement
19. Data Management
    1. Ethica will act as a Data Processor with regards to any collection and/or use of End User data (the Data Subject). Ethica does not retain any End User data upon deletion of a site configuration and does not retain any service-related data of any End User upon termination of this agreement.
    2. Reseller will act as a Data Controller and will be responsible for controlling how and when a Data Subject’s data is collected and/or used by the Ethica Orchestrator.

Support Definitions: SCHEDULE B

1. Level 1 Support
   1. Reseller’s Tier 1 support is responsible for direct support of end-client and customer premise equipment.
   2. Requires no support effort from Ethica. If Tier 1 has exhausted all avenues and the issue is not specifically related to a carrier or end-client environmental issue, then the issue will be escalated to Tier 2 for resolution.
   3. Example Scenarios:

• • • Wiring check required when Link(s) experience packet loss but, able to ping between Link and Gateway.
    • Poor download speeds because upload is saturated by ACKS and requires adding additional reverse path bandwidth.
    • Quality of latency-sensitive application is poor but, ICMP displays reasonable latency (less than 90ms).

1. 1. Level 2 Support
   2. The Reseller’s Tier 2 support is responsible for advanced network administration and troubleshooting.
   3. Requires no support effort from Ethica beyond referring Reseller to the appropriate resource. If Tier 2 has exhausted all avenues and the issue does not appear to be directly related to the Reseller’s environment, network, or deployment, then the issue will be escalated by the designated contact(s) to Tier 3 Ethica Service Desk for resolution.
   4. Example Scenarios:

• • • The service still functions in the end-client’s environment, but there are functional limitations.
    • Able to test tunnel performance between Gateway and CPE
    • Able to adjust Link(s) speed to available bandwidth
    • Can verify DNS issue with known good host
    • Routing or path issue where traceroute does not show an issue
    • Routing issue with Internet Gateways requiring NOC team support
    • Rebooting CPE to verify CPE status

1. Level 3 Support
   1. Requires intensive support effort from Ethica and Reseller, until a fix is developed, or workaround is available.
   2. Qualifying Tasks:

• • • Triaging service request from Reseller
    • Liaising with R&D team

1. Example Scenarios:

• • Reseller’s customer is connected to the Internet, but issue exists (eg. provisioning issue, graphing issue, performance degradation).
  • Service interruption to a Page on the Orchestrator (eg. user management not functional for some users but functional for others).
  • Time sensitive issue reported by the Reseller, which may adversely affect monitoring or productivity (eg. dashboard have ceased to function or are not accurate).
  • Important tasks cannot be performed, but the errors do not impair essential operations (eg. quality of VoIP is poor, but the Tunnel performance between the Gateway and CPE is stable).

1. Level 4 Support
   1. Requires intensive support effort from Ethica, until a fix is developed, or workaround is available.
   2. Qualifying Tasks:

• • • Dealing with tickets escalated by Tier 3 Ethica Service Desk
    • Troubleshooting advanced issues
    • Fixing bugs in the product
    • Resolving product outage
    • Performing rollback of product

1. 1. Example Scenarios:

• • • Emergency service requests that are unable to be resolved by the Reseller (eg. one or more Site is down).

Effective Date: September 12, 2022

End-User License Agreement

This End User Subscription Agreement (“Agreement”) is made by and between Ethica Channel Enablement, Inc. (“Ethica”) or its authorized reseller (collectively referred to as “we,” “us,” or “our”) and you, as an end user (“End User,” “you,”,“your” or “Licensee”) of the Ethica network service (“CloudAccess” or “Service”), and sets forth the terms and conditions under which CloudAccess will be provided to you. You will have accepted this Agreement and shall be bound by its terms if you indicate your affirmative acceptance of such terms, either by acknowledgement in a writing (including by incorporation by reference) by electronic “click through” as may be required for use of CloudAccess or by use of CloudAccess. If our authorized reseller licenses the Service to you, this Agreement shall be between you and such authorized reseller and you agree that Ethica Channel Enablement Inc. (“Beneficiary”) shall be a  third-party beneficiary to  such Agreement and are entitled to the rights and benefits hereunder and may enforce the provisions hereof as if it were a party hereto. For the avoidance of doubt, the Agreement shall not be terminated, cancelled, amended, modified, supplemented or changed, or any provision, default, breach or performance waived, or any assignment or novation made in a manner without written consent of the Beneficiary (to be granted or withheld in its sole discretion).  

Entire Agreement. 

This Agreement, together with all ordering documents referencing this Agreement and entered into and validly executed between us and you (each, a “Purchase Order”), and any other documents incorporated herein, constitute the entire agreement between us and you relating to your purchase of subscription(s) to use CloudAccess; provided that no conflicting terms or conditions set forth on any Purchase Order or other ordering document (to which notice of objection is hereby given), or in any future correspondence between us and you, shall alter or supplement this Agreement unless Ethica agrees in writing to such terms. You may not modify this Agreement by making any typed, handwritten, or any other changes to it for any purpose. This Agreement may only be amended or modified by a writing signed by both parties. 

Licence. 

(a)  Licence Grant. Subject to and conditioned on End User’s payment of Fees and compliance with all other/the terms and conditions of this Agreement, Ethica hereby grants End User a non-exclusive, non-sublicenseable, and non-transferable licence during the term to: (i) use the software embedded in the Service and access and use the Service solely for End User’s internal business purposes and (ii) use and make a reasonable number of copies of the documentation solely for End User’s internal business purposes in connection with End User’s use of the Service. 

(b)  Use Restrictions. End User shall not use the software, documentation or Service for any purposes beyond the scope of the licence granted in this Agreement. Without limiting the foregoing and except as otherwise expressly set forth in this Agreement, End User shall not at any time, directly or indirectly: (i) copy, modify, or create derivative works of the software or the documentation, in whole or in part; (ii) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the software or the documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the software, in whole or in part; (iv) remove any proprietary notices from the software or the documentation; or (v) use the software in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law. 

(c)  Reservation of Rights. Ethica reserves all rights not expressly granted to End User in this Agreement. Except for the limited rights and licences expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to End User or any third party any intellectual property rights or other right, title, or interest in or to the software, documentation or Service.  

Delivery; Subscription Start Date. 

All deliveries of equipment are FCA our facility. Delivery dates are estimates only and are not of the essence. The start date of your subscription to CloudAccess shall be the earlier of (i) the date of your activation of CloudAccess, and (ii) the date that is 30 days after the date of shipment by Ethica of the equipment associated with the subscription. Any purchased equipment is supplied subject to manufacturer legal agreements. 

Invoicing, Payments and Taxes. 

You agree to pay the prices for the Service as set forth in the Purchase Order, together with shipping charges (if applicable) and any taxes, duties, excises and other charges, including VAT, due in connection with the sale, installation, provisioning or use of the Service. Payment is due thirty (30) days from the date of the invoice. All payments are to be made in U.S. dollars. In the event of late payment, we may charge you interest on the unpaid amount at the rate of 1.5% per month or the maximum amount permitted under applicable law, whichever is less; and you agree to pay our collection costs and expenses, including reasonable legal fees. 

Cancellation Policy. 

ALL EXECUTED PURCHASE ORDERS ARE NON-CANCELLABLE AND ALL AMOUNTS PAID ARE NONREFUNDABLE. 

Use of Service and Equipment. 

End User is responsible and liable for all uses of the software and documentation resulting from access provided by End User, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. You agree to abide by any terms of use for CloudAccess published by Ethica. You shall install and use the recommended equipment solely for the purposes of accessing and using CloudAccess during the subscription period purchased by you. You agree not to disable or defeat any capacity-limiting feature of the equipment, or otherwise use the Equipment at a greater capacity rate than the rate for which you have subscribed. You agree not to use the equipment with any unsupported hardware or software (as described in the applicable documentation provided by Ethica); or use the Service other than as described in the documentation provided therewith; or use CloudAccess for any unlawful purpose. 

No Life Support. 

The Service is not designed, intended, authorized, or warranted for use or inclusion in life support, nor in life endangering applications where failure or inaccuracy might cause death or personal injury; any such use or inclusion by you is fully at your own risk, and you shall indemnify and hold us and our suppliers harmless from all resulting or related costs, loss, liability, and expense (including without limitation court and reasonable attorneys fees). 

Our Right to Audit; Use of Data. 

You grant us the right to audit your use of CloudAccess, in order to confirm compliance with this Agreement and other agreements you have with us. You acknowledge and agree that Ethica may use, on an aggregated, non-individually-identifiable basis, all information regarding networking characteristics, usage, performance and related data involved in the use of CloudAccess. 

Changes. 

You acknowledge that Ethica may change CloudAccess, by remote changes to its software or firmware, at its discretion at any time. Such change may interrupt your CloudAccess. Ethica may also require you to use different equipment. 

Proprietary Rights. 

Except as explicitly set forth in this Agreement, you do not acquire any rights in or license to any component of the Service or any Ethica intellectual property rights. You shall not, and shall not encourage any third party to: (a) modify, adapt, alter, disassemble, reverse-engineer, decompile, disassemble, or attempt to derive the source code for the Service, except to the extent that such activities are required to be permitted under applicable law; or (b) remove, alter, or obscure in any way the proprietary rights notices (including copyright, patent, and trademark notices and symbols) of Ethica or its suppliers affixed or contained on or within any equipment. If End User or any of its employees or contractors sends or transmits any communications or materials to Ethica by mail, email, telephone, or otherwise, suggesting or recommending changes to the software, documentation or Service, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (”Feedback”), Ethica is free to use such Feedback irrespective of any other obligation or limitation between the parties governing such Feedback. End User hereby assigns on its behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and Ethcia is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Ethcia is not required to use any Feedback. 

Confidential Information. 

You agree to treat any confidential information regarding the Service and any other information provided to you by us that would reasonably be understood to be confidential (“Confidential Information”) as strictly confidential, and use such Confidential Information only for the purposes of using the Service as permitted hereunder. 

Disclaimer. 

THE SOFTWARE, DOCUMENTATION AND SERVICE ARE PROVIDED “AS IS” AND ETHICA HEREBY DISCLAIMS ALL CONDITIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. ETHICA SPECIFICALLY DISCLAIMS ALL IMPLIED CONDITIONS AND WARRANTIES OF MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL CONDITIONS AND WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. ETHICA MAKES NO CONDITION OR WARRANTY OF ANY KIND THAT THE SOFTWARE AND DOCUMENTATION, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET END USER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. 

Indemnification. 

(a) Ethica will defend or at its option settle, any claim, suit or proceeding brought against you by any third party for infringement or misappropriation of a valid U.S. or Canadian patent, copyright or trade secret by the software (“Claim”), subject to the provisions herein. Ethica shall have sole control of any such action or settlement negotiations, and Ethica agrees to pay, subject to the limitations herein, any final judgment entered against you or settlement entered into in any such Claim. You agree that Ethica, at its sole option, shall be relieved of the foregoing obligations unless you (a) give prompt, written notice to Ethica of all Claims, (b) cooperate reasonably with Ethica (at Ethica’s reasonable expense), and (c) allow Ethica the sole right to defend, or at Ethica’s option settle, all such Claims. If Ethica becomes aware of a Claim, Ethica may, in its sole discretion, obtain the right for you to continue to use the software, modify the software so that it is no longer infringing or misappropriating, or accept return of software from you and refund to you a pro rata amount paid for the Service. Ethica shall have no liability for any Claim resulting from: (i) use or combination of the software with any other incompatible goods or services; or (ii) any modification or alteration of software, where such Claim would not have arisen except for such use, combination, modification or alteration. The foregoing expresses your sole remedy, and Ethica’s sole liability, for any claim of infringement or misappropriation.  

(b)  Licensee Indemnification. Licensee shall indemnify, hold harmless, and, at Ethica’s option, defend Ethica from and against any losses resulting from any third-party claim based on Licensee’s: (i) negligence or willful misconduct; [or] (ii) use of the software, documentation or Service in a manner not authorized or contemplated by this Agreement; (iii) use of the software in combination with data, software, hardware, equipment or technology not provided by Ethica or authorized by Ethica in writing; (iv) modifications to the software not made by Ethica; or (v) use of any version other than the most current version of the software or documentation delivered to Licensee, provided that Licensee may not settle any third-party Claim against Ethica unless such settlement completely and forever releases Ethica from all liability with respect to such third-party Claim or unless Ethica consents to such settlement, and further provided that Ethica will have the right, at its option, to defend itself against any such third-party Claim or to participate in the defense thereof by counsel of its own choice. 

LIMITATION OF LIABILITY. 

(A) IN NO EVENT WILL ETHICA BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (i) CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, AGGRAVATED, PUNITIVE OR EXEMPLARY DAMAGES; (ii) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (iii) LOSS OF GOODWILL OR REPUTATION; (iv) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (v) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER END USER WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. 

(B) IN NO EVENT SHALL OUR AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH ANY PURCHASE ORDER OR PRODUCT OR THIS AGREEMENT EXCEED, AND YOU RELEASE ALL CLAIMS AGAINST US (AND ANY OF OUR LIABILITY) IN EXCESS OF, THE AMOUNTS PAID BY YOU TO US IN RELATION TO THE PRODUCT IN CONNECTION WITH WHICH THE LIABILITY ARISES. THE EXISTENCE OF ONE OR MORE SUCH CLAIMS SHALL NOT RAISE OR EXTEND THIS LIMIT. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED OR EXCLUSIVE REMEDY.  

Ethica as Beneficiary. 

If this Agreement is entered into between you and Ethica’s authorized reseller, THE TERMS OF THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO THE LIMITED WARRANTY AND LIMITATIONS OF LIABILITY SET FORTH HEREIN, ARE EXPRESSLY INTENDED TO INNURE TO THE BENEFIT OF ETHICA, AND ETHICA SHALL BE A THIRD PARTY BENEFICIARY TO SUCH TERMS. 

Export. 

You shall comply with all applicable export laws and all applicable restrictions and regulations of any agency or authority, and shall not export, nor permit the export or re-export of any confidential or proprietary information or the Equipment in violation of any such laws, restrictions and regulations, or without all required licenses and authorizations, to any country to which such export laws, restrictions and regulations prohibit exportation. 

Governing Law; Forum. 

The parties agree that this Agreement shall be construed and regulated under and by the laws of the Province of Ontario, without giving effect to provisions related to choice of laws or conflict of laws, and with venue proper in the provincial and federal courts located in Toronto, Province of Ontario regardless of the place this Agreement may have been executed or where performance hereunder takes place and the parties submit to the personal jurisdiction of such courts. All disputes between the parties arising out of or related to this Agreement, other than claims arising out of non-payment by you, shall be brought within one (1) year after the accrual of the dispute. 

Term and Termination. 

The term of this Agreement shall be the period for which you have purchased a subscription to CloudAccess, beginning on the subscription start date determined as set forth above. We may terminate this Agreement with immediate effect upon notice to you if any of the following occurs: (i) a petition in bankruptcy is filed by or against you, you are declared bankrupt, or proceedings are initiated by or against you seeking appointment of a receiver, reorganization, liquidation, dissolution, or other similar relief, or (ii) you materially breach this Agreement and fail to cure such breach within thirty (30) days after written notice thereof, provided, however, that no cure period shall apply to your failure to make timely payments hereunder. In the event of any of the foregoing, we shall be entitled, without prejudice to any other remedies, to terminate your use of CloudAccess without being in breach of this Agreement. Upon expiration or termination, all terms and provisions herein which by their nature should survive expiration or termination of this Agreement shall so survive. Without limiting the foregoing, Sections 8 (Our Right to Audit; Use of Data), 10 (Proprietary Rights), 11 (Confidential Information), 12 (Disclaimer), 13 (Indemnification), 14 (Limitation of Liability), 15 (Ethica as Beneficiary, 16 (Export) and 17 (Governing Law; Forum) shall survive any expiration or termination of this Agreement.  

Upon expiration or earlier termination of this Agreement, the licence granted hereunder will also terminate, and End User shall cease using the software and documentation. No expiration or termination will affect End User’s obligation to pay all fees that may have become due before such expiration or termination, or entitle End User to any refund. 

Force Majeure. 

Other than for any payment obligations hereunder, neither party shall be liable to the other for default or delay in the performance of any of its obligations hereunder due to events beyond the reasonable control of such party, including without limitation acts of God or of public enemy (collectively, “Force Majeure”). In the case of a Force Majeure event, the affected party’s performance is excused for a period equal to the time lost by reason of Force Majeure. 

Assignment. 

You may not, without prior written consent of Ethica, assign or otherwise transfer to a third party this Agreement, except to an entity that acquires all or substantially all of your business or assets. The contract shall be binding and shall inure to the benefit of the permitted legal successors of either party hereto. 

Miscellaneous. 

Failure by either party to enforce any provisions of this Agreement shall not be deemed a waiver of future enforcement of that or any other provision. If any part of this Agreement is found to be unenforceable, the remaining portions of this Agreement will remain in full force and effect. 

Effective Date: March 01, 2020

Trademark Guidelines

The trademarks and brands of Ethica Channel Enablement Inc. (“Ethica”) are Ethica intellectual property and are important and valuable assets of the corporation. Trademarks must be used properly. Follow these guidelines for using Ethica’s trademarks and brands properly in all communications, documents, and electronic messages. Ethica trademarks are used in connection with products and services worldwide to signify the quality and excellence Ethica is known for. Ethica has obtained valuable rights through the proper and continuous use of our trademarks. We adhere to the following usage guidelines to maintain the integrity of our brands and preserve their value:

What is a trademark?

A trademark is a word, name, symbol, device, design or phrase adopted and used by Ethica to identify our products and services and to distinguish them from other organizations’ products and services. Trademarks, otherwise known as brands, are usually marked with either a ™ or ® symbol (the ™ symbol designates an unregistered trademark, and the ® symbol designates a registered trademark). Ethica owns various trademarks, including ETHICA and CLOUDACCESS. While Ethica trademarks are generally used in Canada, some trademarks may also be used and/or registered internationally.

Referential trademark usage

You may use Ethica trademarks to refer to Ethica products and services by their associated Ethica trademarks, in marketing and promotional literature, print materials and other media, so long as (a) such references are truthful, fair, and not misleading, and (b) you adhere to the following guidance:

• You adhere to these Trademark Usage Guidelines, which may be modified by Ethica from time to time in Ethica’s sole discretion.
• You do not disparage Ethica or Ethica products and services.
• You do not imply a relationship or association with Ethica that does not exist.
• You do not incorporate Ethica trademarks or logos into your own product names, service names, trademarks, logos, or company names, and do not adopt marks or logos that are confusingly similar with Ethica’s marks or logos
• You use appropriate notice on all trademarks and a footnote indicating that the trademark(s) is owned by Ethica Channel Enablement Inc.

General trademark usage guidelines

• Use appropriate markings. Always designate the trademark with the appropriate ™ or ® symbol. Also, the first usage or most prominent usage of an Ethica product name must be preceded by the Ethica master brand in the same typesize, font and color, and used on the same line.

Correct: Ethica™ CloudAccess™ networking software

• Use Ethica trademarks as adjectives. Always use Ethica trademarks as adjectives that describe the generic product.

Incorrect: Ethica’s cloudaccess

Correct: Ethica™ CloudAccess™ networking software

• Attribute ownership of Ethica trademarks to Ethica. When referring to an Ethica trademark, include a notice of trademark attribution where appropriate on all labeling, print collateral and other media.

Correct: Ethica and the Ethica Logo are trademarks of Ethica Channel Enablement Inc.

• Logos. Do not use any Ethica logos without a trademark licence from Ethica. All usage of trademark logos shall be pursuant to these guidelines and any other guidelines applicable to that particular logo.

Effective Date: March 01, 2020

Ethica Partner Portal – Terms of Service

SECTION 1 – OVERVIEW

The terms and conditions set forth below, as they may be amended from time to time (these “Terms of Service”) constitute a legally binding agreement between Ethica Channel Enablement Inc. (“Ethica”) and you, the user (“you”, the “User”). By accessing or visiting any part of the https://portal.ethica.partners (this “Website”) or subscribing for or otherwise making use of the partner portal service offered hereon and all services ancillary thereto or associated therewith (the “Services”) you agree to be bound by these Terms of Service, including those additional terms, conditions, and policies referenced herein and/or published by Ethica from time to time, and your use of this website is conditional upon you so agreeing. These Terms of Service apply to all users of the website, including without limitation users who are browsers, partners, vendors, customers, merchants, and/or contributors of content.

You acknowledge and agree that Ethica may amend these Terms of Service at any time by posting the relevant amended and restated Terms of Service on Ethica’s website, available at https://ethica.partners/terms and such amendments to the Terms of Service are effective as of the date of posting. Your continued use of the Services after the amended Terms of Service are posted to Ethica’s website constitutes your agreement to, and acceptance of, the amended Terms of Service. If you do not agree to any changes to the Terms of Service, do not continue to use the Services.

This Website is operated by Ethica. Use of the expressions “we”, “us” and “our” throughout these Terms and Service and elsewhere on this website refer exclusively to Ethica.

We reserve the right to refuse access to the Services or any part thereof to any person or entity at any time and for any reason whatsoever.

The headings used in this agreement are included for convenience only and will not limit or otherwise affect these Terms of Service.

SECTION 2 – ACCOUNT SETUP

The person signing up for the Service will be the contracting party (“Account Owner”) for the purposes of our Terms of Service and will be the person who is authorized to use any corresponding account we may provide to the Account Owner in connection with the Services.

If, however, you are signing up for the Services on behalf of your employer, your employer shall be the Account Owner. If you are signing up for the Services on behalf of your employer, then you represent and warrant that you have the authority to bind your employer to our Terms of Service.

SECTION 3 – USE OF SERVICES

The User represents, covenants, and warrants that he, she, or it will use the Services only in compliance with these Terms and Service and applicable laws and regulations.

The User shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers, electronic mail servers and the like (the “Equipment”). The User shall also be responsible for maintaining the security of the Equipment, its account, any passwords, and for preventing all uses of the User’s account or the Equipment without User’s knowledge or consent.

SECTION 4 – USER INFORMATION

The User agrees that where he, she or it is required to provide information, that such information shall be current, complete and accurate.

All information provided by the User to Ethica shall be collected, used, and maintained in accordance with the privacy policy of Ethica, as it may be amended from time to time.

SECTION 5 – THIRD-PARTY CONTENT

Certain content and services available on this Website may include content and services created, provided or disseminated by one or more third-parties that are not affiliated with Ethica. Ethica is not in any way responsible for examining or evaluating the content or accuracy of this content and does not warrant and will not be in any way liable or responsible for any such content.

Ethica shall not liable for any harm or damage related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites.

The User shall be solely responsible for reviewing and understanding the policies and practices of any third-party website, service or content provider prior to engaging in any transaction, and Ethica strongly encourages the User to do so. Complaints, claims, concerns, or questions regarding third-party content should be directed to the third-party content provider.

SECTION 6 – WARRANTY AND DISCLAIMER

The User hereby acknowledges and agrees that the Services are provided “as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement except as expressly set forth in these Terms of Service.

Ethica shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions. The Services may from time to time become temporarily unavailable for scheduled maintenance or, at any time, for unscheduled emergency maintenance, but Ethica shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. Ethica undertakes to use commercially reasonable efforts to conduct maintenance outside of regular work hours. ETHICA DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES.

SECTION 7 – OWNERSHIP OF INTELLECTUAL PROPERTY

This Website, including but not limited to, its design, all text, graphics, content, video, audio, and the selection and arrangement thereof are the property of Ethica, and are protected under the intellectual property laws of Canada and the United States. None of the content found on this website may be reproduced, republished, distributed, displayed, sold, transferred, or modified without the express written consent of Ethica.

“Ethica” and “CloudAccess” related trademarks and design marks displayed on this website or any other medium (collectively, the “Trademarks”) are the property of Ethica. Nothing contained on this website should be construed as granting, by implication or otherwise, any license or right in any trademarks, including the Trademarks, except with the express written consent of Ethica or, in the case of licensed Trademarks, the express written consent of a third party that owns the applicable trademarks.

SECTION 8 – LIMITATION OF LIABILITY

NOTWITHSTANDING ANYTHING TO THE CONTRARY, ETHICA AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THESE TERMS OF SERVICE, NEGLIGENCE, STRICT LIABILITY OR OTHER CAUSE OF ACTION: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES INCLUDING LOSS OF BUSINESS, LOSS OF PROFITS OR LOSS OF OPPORTUNITY; (C) FOR ANY MATTER BEYOND ETHICA’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY THE ACCOUNT OWNER TO ETHICA FOR THE SERVICES IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT ETHICA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

SECTION 9 – INDEMNIFICATION

You agree to indemnify, defend and hold harmless Ethica and its affiliates, partners, officers, directors, agents, contractors, service providers, subcontractors, and employees, harmless from any claim or demand, including reasonable lawyers’ fees, made by any third-party due to or arising out of your breach of these Terms of Service or the documents incorporated by reference herein, or your violation of any law or the rights of any third-party.

SECTION 10 – MISCELLANEOUS

If any provision of these Terms of Service is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms of Service will otherwise remain in full force and effect and be enforceable. In these Terms of Service, words importing the singular number include the plural and vice versa and words importing one gender include all genders.

These Terms of Service are not assignable by the User except with Ethica’s prior written consent. Ethica may transfer and assign any and all of its rights and obligations under these Terms of Service without consent or notice to the User. These Terms of Service represent the complete and exclusive statement of the mutual understanding of the parties hereto and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter hereof.

No agency, partnership, joint venture, or employment relationship is created as a result of these Terms of Service and the User does not have any authority of any kind to bind Ethica in any respect whatsoever.

These Terms of Service shall be governed by the laws of the Province of Ontario and the laws of Canada applicable therein, without regard to conflict of laws provisions. The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of the Province of Ontario with respect to any dispute or claim arising out of or in connection with the Terms of Service. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms of Service and is hereby expressly excluded.

Ethica SDN Customer Premises Equipment (CPE) Equipment Terms

These Ethica Equipment Terms (“Terms”) are between you and Ethica. “You” means you individually or the entity that you represent. “Ethica” means Ethica Channel Enablement Inc. an Ontario corporation.

Capitalized terms used in these Terms are defined throughout these Terms and in Section 8 (“Definitions”).

1. EQUIPMENT; GENERALLY.

1.1 Equipment. You may use the Equipment specified in an Order accepted by Ethica, subject to these Terms

1.2 Installation. As between You and Ethica, You are responsible for installation of the Equipment.

1.3 Software. Any Ethica software included with the Equipment is governed by separate terms, available at https://ethica.partners/terms/#term-tabs_1. You may only use that software in accordance with those terms and only in connection with Your use of the Equipment.

2. EQUIPMENT PURCHASES.

2.1 If You are purchasing the Equipment:

(i) title passes to You on Delivery

(ii) the Warranty in Section 3.1 applies for 12 months from Delivery.

(iii) risk of loss for Equipment transfers from Ethica to You on Delivery, and

(iv) You are solely responsible for Your data and bear all risk of data loss as a result of Your use of the Equipment.

3. LIMITED WARRANTY.

3.1 Warranty. Ethica warrants that commencing from the date of shipment to You and continuing for a period of 365 days the Equipment will be free from defects in material and workmanship under normal use. The date of shipment of Equipment by Ethica is set forth on the packaging material in which the Equipment is shipped. This limited warranty extends only to the original user of the Equipment. Your sole and exclusive remedy and the entire liability of Ethica and its suppliers under this limited warranty will be, at Ethica’s or its service center’s option, shipment of a replacement within the warranty period and according to the replacement process described in Section 6 or a refund of the purchase price if the Equipment is returned to Ethica, freight and insurance prepaid. Ethica replacement parts used in Equipment replacement may be new or equivalent to new. Ethica’s obligations hereunder are conditioned upon the return of affected Equipment in accordance with Ethica’s then-current Return Material Authorization (RMA) procedures.

3.2 Exclusions. This limited warranty does not apply if the Equipment (a) has been altered, except by Ethica or its authorized representative, (b) has not been installed, operated, repaired, or maintained in accordance with instructions supplied by Ethica, (c) has been subjected to abnormal physical or electrical stress, abnormal environmental conditions, misuse, negligence, or accident; or (d) is licensed for beta, evaluation, testing or demonstration purposes. The Equipment is not fault-tolerant and is not designed or intended for use in hazardous environments requiring fail-safe performance, such as any applications in which the failure of the Equipment could lead directly to death, personal injury, or physical or property damage (collectively, “High-Risk Activities”). Ethica expressly disclaims any express or implied warranty of fitness for use for or in relation to High-Risk Activities.

3.3 Remedies. If You notify Ethica of a warranty claim during the applicable warranty period, then Ethica will, at its sole option, either replace the affected Equipment (with new or refurbished parts) at Ethica’s discretion or refund the purchase price. If instructed by Ethica, You must return to Ethica the applicable defective Equipment, or portions of the Equipment. If You receive a replacement but do not return the defective item to Ethica, then You must pay Ethica for that item. This Section 3.3 states Ethica’s entire liability and Your exclusive remedy for breach of the Equipment warranty set forth in Section 3.1, above.

3.4 DISCLAIMER OF WARRANTY

EXCEPT AS SPECIFIED IN THIS LIMITED WARRANTY IN SECTION 3.1, ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SATISFACTORY QUALITY, NON-INTERFERENCE, ACCURACY OF INFORMATIONAL CONTENT, OR ARISING FROM A COURSE OF DEALING, LAW, USAGE, OR TRADE PRACTICE, ARE HEREBY EXCLUDED TO THE EXTENT ALLOWED BY APPLICABLE LAW AND ARE EXPRESSLY DISCLAIMED BY ETHICA, ITS SUPPLIERS AND LICENSORS. TO THE EXTENT AN IMPLIED WARRANTY CANNOT BE EXCLUDED, SUCH WARRANTY IS LIMITED IN DURATION TO THE EXPRESS WARRANTY PERIOD. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, THE ABOVE LIMITATION MAY NOT APPLY. THESE WARRANTIES GIVE CUSTOMER SPECIFIC LEGAL RIGHTS, AND CUSTOMER MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION. This disclaimer and exclusion shall apply even if the express warranty set forth above fails of its essential purpose.

4. TERM & TERMINATION.

4.1 TERM. These Terms are effective upon the acceptance of an Order by Ethica. These Terms continue until they are terminated in accordance with this Section 4.

4.2 Termination for Cause. Either You or Ethica may terminate these Terms effective immediately upon written notice to the other party if that party: (a) commits a breach of these Terms and fails to cure within thirty (30) days of notice of the breach; (b) commits a material breach of these Terms that cannot be cured; or (c) terminates or suspends its business.

4.3 Termination for Insolvency. Either You or Ethica may terminate these Terms effective immediately upon written notice to the other party if the other party: (a) becomes insolvent, admits in writing its inability to pay its debts as they mature, makes an assignment for the benefit of creditors, or becomes subject to control of a trustee, receiver or similar authority; or (b) becomes subject to any bankruptcy or insolvency proceedings.

4.4 Effect of Termination. Upon the effective date of termination of these Terms all rights to the Equipment granted to You pursuant to these Terms will immediately cease.

4.5. Survival. Any provision that, by its nature and context, is intended to survive termination or expiration of these Terms, will survive.

5. LIMITATION OF LIABILITY

5.1 Disclaimer. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL ETHICA OR ETHICA’S SUPPLIERS BE LIABLE FOR ANY LOST PROFITS OR BUSINESS OPPORTUNITIES, LOSS OF USE, LOSS OF DATA, LOSS OF REVENUE, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, PRODUCT LIABILITY, OR OTHERWISE. THIS LIMITATION WILL APPLY REGARDLESS OF WHETHER ANY PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES AND REGARDLESS OF WHETHER ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR

INCIDENTAL DAMAGES, THE FOREGOING LIMITATION MAY NOT APPLY.

5.2 Cap on Monetary Liability. ETHICA’S LIABILITY FOR ANY CLAIM UNDER THESE TERMS WILL NOT EXCEED THE GREATER OF: (i) THE FEES YOU PAID FOR THE EQUIPMENT GIVING RISE TO THE CLAIM, OR (ii) ONE HUNDRED U.S. DOLLARS ($100 USD).

5.3 Further Limitations. Ethica’s suppliers have no liability of any kind under these Terms. Ethica’s liability with respect to any third party software embedded in the Equipment is subject to this Section 5. You may not bring a claim under these Terms more than twelve (12) months after the cause of action arises.

6. RETURN MATERIAL AUTHORIZATIONS

6.1          Should you have an issue with your Equipment, please open a ticket on the customer portal. Upon receipt of a ticket, Ethica will troubleshoot the problem with you. If Ethica determines that there is a failure of the Equipment during the warranty period referenced in Section 3.1 , we will cause the Equipment to be replaced.

7. MISCELLANEOUS.

7.1 Payment. You agree to pay any invoices issued by Ethica to You pursuant to these Terms, if any, within 30 days of the date of the invoice. All amounts payable must be remitted in the currency specified in the invoice and are exclusive of any taxes, duties, or similar charges imposed by any government or other authority. If you are required to pay any withholding tax, charge or levy in respect of any payments due to Ethica pursuant to these Terms, you must gross up payments actually made so that Ethica receives all sums due in full and free of any deduction for any such withholding tax, charge or levy.

7.2 Assignment. Without Ethica’s prior written consent, You may not assign these Terms, or any right or obligation under these Terms or in connection with an Order, or delegate any performance, in whole or in part, by operation of law or otherwise, except in connection with the sale of all or substantially all of Your assets.

7.3 Force Majeure. Neither party will be liable for any delay or failure to perform its obligations under these Terms, except for Your payment obligations, due to any cause beyond its reasonable control including labor disputes or other industrial disturbances, systemic electrical, telecommunications or other utility failures, earthquakes, storms or other acts of nature, embargoes, riots, acts or orders of government, acts of terrorism, or war.

7.4 Compliance with Laws. Each party must comply with all laws, rules, and regulations applicable to the actions contemplated by these Terms.

7.5 Export Control and Government Regulations. You acknowledge that the Equipment provided is subject to the U.S. Export Administration Regulations, as well as any other U.S. economic sanctions laws and regulations, and may be subject to the export control laws of the applicable territory, and that diversion contrary to applicable export control laws is prohibited.

7.6 Waiver. Failure to enforce a provision of these Terms will not constitute a waiver. Waiver of a breach of any provision of these Terms will not constitute a waiver of any later breach of that provision, or waiver of a breach of any other provision. Any waiver must be in writing and signed by the applicable party.

7.7 Severability. If any part of these Terms are held to be invalid or unenforceable, the remaining provisions of these Terms will remain in force to the extent feasible.

7.8 Construction. The headings of sections of these Terms are for convenience and are not to be used in interpreting these Terms. As used in these Terms, the word “including” means “including but not limited to”.

7.9 Language. These Terms are in English, and the English language version governs any conflict with a translation into any other language.

7.10 Order of Precedence. These Terms supersede and control over any conflicting or additional terms and conditions of any purchase order, acknowledgement or confirmation, or other document issued by You regarding the Equipment.

7.11 Entire Agreement. These Terms, accepted Orders, and any amendments to these Terms, contain the entire agreement of the parties with respect to the Equipment, and supersede all previous or contemporaneous communications, representations, proposals, commitments, understandings, and agreements, whether written or oral, between You and us regarding the Equipment. These Terms may be amended only in writing signed by authorized representatives of both parties.

7.12 Governing Law. The parties agree that these Terms shall be construed and regulated under and by the laws of the Province of Ontario, without giving effect to provisions related to choice of laws or conflict of laws, and with venue proper in the provincial and federal courts located in Toronto, Province of Ontario regardless of the place this Agreement may have been executed or where performance hereunder takes place and the parties submit to the personal jurisdiction of such courts. All disputes between the parties arising out of or related to there Terms, other than claims arising out of non-payment by you, shall be brought within one (1) year after the accrual of the dispute. The U.N. Convention on Contracts for the International Sale of Goods does not apply.

7.13 Notices. Any notice from Ethica to You under these Terms will be delivered via mail or email.  Any notice or correspondence from You to Ethica must be in writing, addressed to: Ethica Channel Enablement Inc. 5 Sousa Mendes Street #702, Toronto, Ontario, Canada, M6P 0A8, Attention: Legal Department.

8. DEFINITIONS

8.1 “Delivery” of the Equipment occurs when Ethica loads the Equipment on the carrier’s vehicle at Ethica’s designated point of shipment.

8.2 “Documentation” means that documentation that is generally provided to customers by Ethica with the Equipment, as revised by Ethica from time to time, and which may include end user manuals, operation instructions, installation guides, release notes, and online help files regarding use of the Equipment.

8.3 “Equipment” means the Ethica branded SDN networking equipment, including components, options and spare parts as specified in Your Order.

8.4 “Order” means an order received by Ethica reflecting the particulars of Your order for Ethica Equipment.

Last modified: August 7 2020

Overview

Ethica’s hardware replacement services are for Ethica’s SDN Customer Premises Equipment (CPE) devices. These Replacement Services terms only apply to CPE devices which have been purchased from Ethica for the purpose of using an Ethica CloudAccess™ license.

Ethica offers all Partners a standard one (1) year Return to Replace service on purchases of Ethica SDN CPE devices. The warranty starts from the date of receipt of the goods and includes a 100% discount on the next equivalent CPE that the partner purchases. The Partner must return the defective CPE device(s) to Ethica.

The hardware replacement period is for the period specified in the “Ethica Equipment Terms” (available at: ethica.partners/terms), and hardware replacement services are provided pursuant to those terms.

Replacement

If a Partner considers a CPE to be defective, Ethica requires receipt of the returned defective CPE device before shipping out a replacement (subject to following the return procedures below). The sole remedy for a defective CPE is replacement; no refunds in lieu of replacement will be provided for defective CPE’s.

Return Procedures

Before a CPE may be returned to Ethica, the partner must receive Ethica’s authorization and Ethica must assign the CPE a Hardware Replacement Request Number. To begin the CPE replacement process, Partners must contact Ethica’s technical support and provide the CPE serial number(s) and a description of the problem. Ethica technical support can be requested by authorized partners through opening a ticket on the portal.

If Ethica determines a hardware replacement is warranted and issues a Hardware Replacement Request Number for the applicable CPE device, after receiving the CPE and validating it is defective Ethica will ship the replacement CPE to the customer within fifteen (15) business days. All related inbound shipping charges are the responsibility of the Partner and all outbound shipping charges are paid by Ethica.

Replacement Service Limitations

Ethica Hardware Replacement Services and warranty apply only to CPE devices used within the country of original purchase and are subject to the Ethica Equipment Terms. Replacement Services are non-transferable and are available only for the original purchaser of the Ethica SDN product. Ethica reserves the option to replace returned CPE units using new or refurbished equipment.