As part of becoming a registered Genie9 Reseller (for products approved by Genie9), a person that is authorized to bind your company must agree that your company will comply with the following terms and conditions:

1. Reseller agrees that it will use the same care and discretion to avoid disclosure, publication or dissemination of Genie9 confidential information as it uses with its own similar information that it does not wish to disclose, publish or disseminate. Reseller may disclose Genie9 confidential information to its employees, subcontractors, and employees of its parent and subsidiary companies who have a need to know, or any other party with Genie9's prior written consent, provided such party has executed a written agreement sufficient to protect such information as confidential. The Reseller may disclose Genie9 confidential information to the extent required by law. However, the Reseller must give Genie9 prompt notice in order for Genie9 to obtain a protective order.

2. Reseller shall comply with all applicable state, federal and country laws related to the use of unsolicited email (i.e., spam) and the protection of individuals' privacy

3. Reseller agrees not take any actions whatsoever to wrongfully influence any decisions in it's or Genie9's favor, either directly or indirectly. Reseller further agrees to comply with all applicable anti-bribery and anti-corruption laws, including but not limited to the United States Foreign Corrupt Practices Act (FCPA), which specifically prohibits the offering, paying, transfer or promising to pay anything of value, directly or indirectly, to any non-US government official (which includes officers of a foreign government, persons officially acting on behalf of a foreign government, employees of a government corporation, officials of a political party; and candidates for political office), to assist in obtaining or retaining business, or to secure an improper advantage over competitors. It is the intent of the parties that no payments or transfers of value shall be made which has the purpose or effect of bribery, extortion, kickbacks or other unlawful means of obtaining business. The parties acknowledge and agree that in the event that Genie9 believes, in good faith, that Reseller has breached this section, Genie9 shall have the right to immediately terminate any or all agreements between Genie9 and Reseller.

4. Reseller acknowledges that all Genie9 products must be exported in accordance with U.S. Export Administration Regulations (EAR) and diversion contrary to U.S. law is prohibited. Reseller agrees not to transfer, resell or divert any Genie9 products, or to provide services using Genie9 products to those countries that may be embargoed from time to time by the U.S. government. Further, Reseller represents that neither the United States Bureau of Export Administration nor any other federal agency has suspended, revoked or denied Reseller's export privileges and Reseller will not provide any Genie9 products or services to any entity whose export privileges have been suspended revoked or denied. Reseller represents that it will not use or transfer the Genie9 products for end use relating to any nuclear, chemical or biological weapons, or missile technology unless authorized by the U.S. Government by regulation or specific license.

Reseller understands that Genie9's restricted strong encryption solutions may be exported or re-exported to most civilian/commercial end users located in all territories except the embargoed destinations and countries designated as supporting terrorist activities. Countries listed in Part 746 of the EAR as embargoed destinations requiring a license are Cuba, Iran, North Korea, Sudan, and Syria.

Reseller understands that Government entities not located in the following countries require a U.S. export or US re-export license in order to obtain restricted non-retail strong encryption items (Section 740.17 of the US Export Administration Regulations http://www,bis.doc.gov): Austria, Australia, Belgium, Bulgaria, Canada, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Iceland, Ireland, Italy, Japan, Latvia, Lithuania, Luxembourg, Malta, Netherlands, New Zealand, Norway, Poland, Portugal, Romania, Slovakia, Slovenia, Spain, Sweden, Switzerland, Turkey, United Kingdom, United States. Restricted Products shall mean those Products which have been classified by the United States Department of Commerce as "Restricted" under section 740.17 (A) and (B) (2) of the EAR.

Additionally, Reseller acknowledges that all Genie9 products may be subject to export control regulations in countries in which they operate and Reseller hereby declares and agrees that it will not export encryption products and directly or indirectly export, import, transmit or use the Genie9 products contrary to the laws or regulations of any other governmental entity that has jurisdiction over such export, import, transmission or use. Reseller acknowledges that Genie9 may be prohibited from providing maintenance and support for restricted products, if Genie9 has knowledge that a violation of the EAR has occurred. The parties agree to cooperate with each other with respect to any application for any required licenses and approvals, however, Reseller acknowledges it is Reseller's ultimate responsibility to comply with any and all export and import laws and that Genie9 has no further responsibility after the initial sale to Reseller within the original country of sale.

5. Reseller may use trademarks, service marks and trade names provided by Genie9, provided that usage complies with Genie9's quality standards, as solely determined by Genie9. At the request of Genie9, Reseller shall promptly submit samples of its use of such marks for Genie9's review

6. Upon re-leveling or termination of this Agreement, all partner program benefits will be respectively adjusted or removed, including any accrued rebate rewards.