Effective October 14, 2024

THESE STAIRWELL TERMS OF RESALE (“TERMS”) GOVERN THE RESALE OF SUBSCRIPTIONS TO STAIRWELL, INC. PRODUCTS AND SERVICES (“SERVICES”), AS DESCRIBED IN AN ORDER (“ORDER”) EXECUTED BY STAIRWELL, INC. (“STAIRWELL”) AND THE PARTY LISTED AS THE “BILL TO” PARTY ON THE ORDER (“RESELLER”). THESE TERMS (TOGETHER WITH THE ORDER AND ANY TERMS INCORPORATED BY REFERENCE, THE “AGREEMENT”) ARE A LEGALLY BINDING AGREEMENT BETWEEN RESELLER AND STAIRWELL.

1. Appointment. Subject to the terms of the Agreement, Stairwell hereby appoints Reseller, and Reseller accepts such appointment, as a non-exclusive reseller of the Services to customers who purchase a subscription to the Services for their own internal information security purposes (“Customers”). Subject to the terms of the Agreement and the payment of applicable fees, Reseller shall have the right to distribute subscriptions to access and use the Services to Customers.

2. Trademarks. Stairwell may make its trademarks, service marks, trade names, and service names (“Marks”) available to Reseller from time to time. Reseller shall use the Marks solely for the purpose of identifying and promoting the Services and always subject to Stairwell’s written instructions. Reseller shall cooperate with Stairwell in the defense and protection of the Marks and shall promptly advise Stairwell of any infringement of the Marks of which Reseller becomes aware. Stairwell may revoke Reseller’s right to use the Marks at any time. At Stairwell’s request, Reseller shall promptly cease all use of the Marks.

3. Restrictions. Except as expressly permitted by these Terms, Reseller shall not, and shall not permit any third party other than a Customer, to access, or use the Services for its own internal use or on behalf of any third party. Reseller shall not, and shall not permit any third party to make any representations, warranties, or guarantees regarding the Services except those in the Stairwell Terms (as defined below). Reseller shall comply with all applicable laws and regulations related to its performance of obligations or exercise of rights under this Agreement.

4. Stairwell Terms. Prior to permitting a Customer to access the Services (or directing Stairwell to grant the Customer access to the Services), Reseller shall ensure that each Customer has agreed to the Stairwell Terms of Service available at https://stairwell.com/terms-of-service, as may be updated by Stairwell from time to time (“Stairwell Terms”), in a manner that is legally binding. For the avoidance of doubt, the Stairwell Terms is an agreement between Stairwell and the Customer only. Reseller is neither a party to, nor a third party beneficiary of, the Stairwell terms with respect to the Services resold by Reseller.

5. Indemnification by Reseller. Reseller shall defend, indemnify, and hold Stairwell and its directors, employees, agents, partners, suppliers, and contractors harmless from any and all claims made or actions brought by any other party (including reasonable costs and attorneys’ fees) arising in connection with (1) any warranties or representations made by Reseller which differ from those provided by Stairwell in the Stairwell Terms; (2) Reseller’s failure to bind any Customer to the Stairwell Terms in a manner that is legally enforceable; or (3) Reseller’s negligence, willful misconduct, breach of contractual obligations, or violation of laws or regulations.

6. Payment. All invoices will be paid in U.S. dollars and are due within thirty (30) days of Reseller’s receipt of the invoice. Payments will be made without a right of set-off or chargeback. All amounts payable hereunder are exclusive of all sales, use, value-added, withholding, and other taxes and duties except any tax on Stairwell’s net income. In the event Stairwell pays any such amounts, Reseller shall reimburse Stairwell and they shall be added to the invoiced amounts as separate charges.

7. Recordkeeping. Reseller shall create and maintain sufficient records necessary to document Reseller’s distribution of the Services and Reseller’s compliance with the terms of this Agreement. Stairwell shall have the right to inspect and verify Reseller’s records concerning Reseller’s use of the Services during normal business hours during the Subscription Term and for 3 years thereafter. Reseller shall provide reporting to Stairwell in accordance with Stairwell’s reasonable specifications.

8. Disclaimer. TO THE FULLEST EXTENT PERMITTED BY LAW, STAIRWELL EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY COURSE OF PERFORMANCE, USAGE OF TRADE, OR COURSE OF DEALING, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.

9. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF STAIRWELL (INCLUDING ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS, OR CONTRACTORS) UNDER THIS AGREEMENT SHALL NOT EXCEED $5,000. THE FOREGOING PROVISION FORMS AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES AND ANY MODIFICATION OF SUCH PROVISION WOULD SUBSTANTIALLY AFFECT THE FEES CHARGED.

10. Confidentiality. Stairwell and Reseller each acknowledge that, in the course of performing its duties under this Agreement, it may obtain or learn confidential information about the other party including the Services, Orders, pricing, each party’s technical and business information that is designated by the disclosing party as confidential or that the receiving party should reasonably know is confidential given the nature of the information and circumstances of disclosure (“Confidential Information”). Each party agrees, for the term of this Agreement and for three (3) years after termination or expiration of this Agreement, to hold the disclosing party’s Confidential Information in strict confidence, not to disclose such Confidential Information to third parties (other than to directors, employees, agents, partners, suppliers, contractors, and advisors who are bound by appropriate obligations of confidentiality) unless unauthorized to do so by the disclosing party and not to use such Confidential Information for any purpose except as expressly permitted in this Agreement. Each receiving party shall employ reasonable measures to protect the disclosing party’s Confidential Information from disclosure, distribution, or use in violation of this section 10. Confidential Information does not include any information that (a) is or becomes (through no improper action or inaction by the receiving party or any director, employee, agent, partner, supplier, contractor, or advisor of the receiving party) generally available to the public, (b) was in the receiving party’s possession or known by such party without restriction prior to receipt from the disclosing party, (c) was rightfully disclosed to the receiving party by a third party without restriction, or (e) was independently developed without use of or reference to any Confidential Information of the disclosing party. The receiving party may make disclosures of the disclosing party’s Confidential Information where required by law or court order provided the receiving party, where permitted by law, uses diligent reasonable efforts to notify the disclosing party and to obtain confidential treatment or a protective order.

11. Export/Sanctions Compliance. Reseller is solely responsible for ensuring that the Services are resold and distributed in compliance with applicable laws, including any law, regulation, statute, prohibition, or similar measure applicable to the Services and or to either party relating to the adoption, application, implementation, and enforcement of economic sanctions, export controls, trade embargoes, or any other restrictive measures including, but not limited to, those administered and enforced by the European Union, the United Kingdom, and the United States (“Sanctions and Export Control Laws”). Reseller certifies that it and the customers to whom it resells the Services, or any party that owns or controls Reseller or any of Reseller’s customers, are not (a) ordinarily resident in, located in, or organized under the laws of any country or region subject to economic or financial trade sanctions or trade embargoes imposed, administered or enforced by the European Union, the United Kingdom, or the United States; (b) an individual or entity on the Consolidated List of Persons, groups, and Entities Subject to European Union Financial Sanctions; the U.S. Department of the Treasury’s List of Specially Designated Nationals and Blocked Persons or Foreign Sanctions Evaders List; the U.S. Department of Commerce’s Denied Persons List or Entity List; or any other sanctions or restricted persons lists maintained by the European Union, the United Kingdom, or the United States; or (c) the target or subject of any Sanctions and Export Laws. Reseller further certifies that it will not, directly or indirectly, export, re-export, transfer, or otherwise make available (i) the Services, or (ii) any data, information, software programs, and/or materials resulting from the Services (or direct product thereof) to any person described in (a) through (c) or in violation of, or for any purpose prohibited by, Sanctions and Export Control Laws, including for proliferation-related end-uses. Reseller agrees that Stairwell has no obligation to provide the Services where Stairwell believes the provision of the Services could violate Sanctions and Export Control Laws.