Master Reseller Terms & Conditions - Symbol Security

These Master Reseller Terms & Conditions (“Terms”) govern the relationship between Symbol Security, Inc. (“Symbol”) and the partner identified in the signed Service Order (“Reseller”).

1. Appointment & License

• 1.1 Appointment: Symbol grants Reseller a non-exclusive, non-transferable right to market and resell the Symbol Security SaaS Platform (the “Service”) to its customers (“Sub-Customers”).
• 1.2 Trademark Use: Reseller may use Symbol’s name and logos solely for the purpose of marketing the Service. All use must comply with Symbol’s Brand Guidelines.
• 1.3 Sub-Customer EULA: Reseller must ensure that every Sub-Customer is bound by Symbol’s End User License Agreement (EULA) located at symbolsecurity.com/legal/eula. Reseller shall not waive or modify any terms of the EULA without Symbol’s prior written consent.

2. Reseller Responsibilities

• 2.1 Tier 1 Support: Reseller is the primary point of contact for Sub-Customers. Reseller is responsible for “Tier 1 Support,” which includes user onboarding, password resets, and whitelisting configuration.
• 2.2 Technical Configuration: Reseller is responsible for ensuring Sub-Customers implement the technical requirements (e.g., IP whitelisting) necessary for the Service to function. Symbol is not liable for Service failures caused by misconfiguration at the Reseller or Sub-Customer level.
• 2.3 Ethical Conduct: Reseller shall not engage in any deceptive, misleading, or unethical practices and shall not make any representations or warranties concerning the Service beyond those provided by Symbol in writing.
• 2.4 Compliance with Law: Reseller shall perform its obligations under these Terms and all marketing, sales, and distribution activities related to the Service in compliance with all applicable local, state, federal, and international laws, rules, and regulations.
• 2.5 Marketing and Sales Effort: Reseller agrees to use commercially reasonable efforts to actively market, promote, and sell the Service within its authorized territory.

3. Fees, Billing & Audit

• 3.1 High-Water Mark Billing: Unless otherwise stated in a Service Order, Symbol bills Reseller monthly in arrears based on the “High-Water Mark”—the highest total number of Users present, whether active or inactive, in the Reseller’s portal during any single day of the billing cycle. Symbol strongly recommends its partners bill monthly or annually in advance to create a cashflow advantage for Reseller.
• 3.2 Minimum Commitment: Reseller agrees to the minimum monthly fee or user count specified in the Service Order.
• 3.3 Taxes: Reseller is responsible for the collection and remittance of all applicable sales, use, or value-added taxes arising from its sales to Sub-Customers.
• 3.4 Audit Rights: Upon reasonable notice, Symbol may audit Reseller’s records to ensure compliance with user counts and payment obligations.
• 3.5 Payment Terms and Late Fees: Unless otherwise specified in the Service Order, all invoices are due and payable within thirty (30) days from the invoice date. Any amount not paid when due shall be subject to a late fee of one and one-half percent (1.5%) per month or the maximum rate permitted by law, whichever is lower, calculated from the date such payment was due until the date paid. Symbol reserves the right to suspend or terminate the Service in accordance with Section 6.2 if payments are not received within sixty (60) days of the due date.
• 3.6 Reseller Billing and Collections: Reseller is solely responsible for all aspects of billing, invoicing, and collecting the fees for the Service from its Sub-Customers. Symbol shall have no responsibility or liability for any non-payment by a Sub-Customer. Reseller shall remain liable for the full payment of all fees to Symbol as set forth in this Section 3, regardless of Reseller’s ability to collect payment from its Sub-Customers.

4. Intellectual Property & Indemnity

• 4.1 Ownership: Symbol retains all rights, title, and interest in the Service, Software, and Training Content. Reseller retains ownership of its specific Reseller Data.
• 4.2 Symbol IP Indemnity: Symbol shall defend, indemnify, and hold Reseller harmless against third-party claims alleging that the Service infringes a valid patent or copyright. Symbol shall have sole control of the defense.
• 4.3 Reseller Indemnity: Reseller shall defend and indemnify Symbol against any claims arising from (i) Reseller’s breach of this Agreement; (ii) any unauthorized representations made by Reseller to Sub-Customers; or (iii) disputes between Reseller and a Sub-Customer.
• 4.3.1 Prohibited Use Indemnity: Reseller shall defend, indemnify, and hold Symbol harmless from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to any Sub-Customer’s (or Reseller’s own) access, discovery, receipt, or transmission of illegal, prohibited, or otherwise unlawful content, including but not limited to any information sourced from the dark web, through the use of the Service. This indemnity obligation is independent of and not subject to the Limitation of Liability set forth in Section 5.1.
• 4.3.2 Service Content Indemnity: Reseller shall defend, indemnify, and hold Symbol harmless against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) brought by a Sub-Customer or other third party arising out of or related to the content, nature, or effect of the Service, including any security awareness training or phishing simulation. This indemnity obligation is independent of and not subject to the Limitation of Liability set forth in Section 5.1.
• 4.4 Data Processing: To the extent Symbol processes any Personal Data (as defined in the DPA) on behalf of Reseller or its Sub-Customers, the parties agree to comply with the Symbol Data Processing Addendum (“DPA”) located at symbolsecurity.com/legal/dpa. The DPA is hereby incorporated by reference into these Terms. Reseller represents and warrants that it has provided all necessary notices and obtained all necessary consents required under Data Protection Laws to enable Symbol to process such data for the purposes of providing the Service.
• 4.4.1 Data Localization Responsibility: Symbol offers regional data hosting in its European Union (EU) node for Partners requiring GDPR compliance. Partner acknowledges and agrees that: (i) Default Location: All data is processed in the United States unless Partner provides express written notice of this requirement for a specific account, and requests and signs an Order from Symbol for Services in the EU. (ii) Partner is solely responsible for determining if any of their Sub-Customers are subject to GDPR and for notifying Symbol of such requirements. Partner explicitly agrees to bear all additional costs associated with the setup and maintenance of the EU Node. (iii) Indemnity: Symbol shall have no liability for data residency violations resulting from Partner’s failure to correctly identify or notify Symbol of a Sub-Customer’s GDPR requirements, and Partner shall indemnify and hold Symbol harmless for all costs and expenses (including reasonable attorneys’ fees) incurred by Symbol in connection with any such violation or resulting claim.
• 4.5 Confidentiality: Each Party (the “Receiving Party”) agrees to protect the Confidential Information of the other Party (the “Disclosing Party”) with the same degree of care it uses to protect its own similar information, but no less than reasonable care. Confidential Information includes all non-public information disclosed by the Disclosing Party, including pricing, technology, software, business methods, and customer lists. The Receiving Party shall not disclose the Disclosing Party’s Confidential Information to any third party or use it for any purpose other than to fulfill its obligations under these Terms.

5. Limitation of Liability

• 5.1 Cap: Symbol’s total aggregate liability for all claims arising out of these Terms is limited to the total fees paid by Reseller to Symbol in the twelve (12) months preceding the event giving rise to the claim. NOTWITHSTANDING THE FOREGOING, THE LIMITATIONS SET FORTH IN THIS SECTION 5.1 SHALL NOT APPLY TO CLAIMS ARISING FROM (I) RESELLER’S OBLIGATIONS UNDER SECTION 4.3 (RESELLER INDEMNITY) OR (II) RESELLER’S BREACH OF ITS PAYMENT OBLIGATIONS.
• 5.2 Exclusion: In no event shall Symbol be liable for any indirect, incidental, consequential, special, punitive, or exemplary damages, or for any loss of profits, revenue, data, or business opportunities.
• 5.3 Disclaimer of Warranties: THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” SYMBOL EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SYMBOL DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

6. Term & Termination

• 6.1 Term: These Terms remain in effect as long as there is an active Service Order between the Parties.
• 6.2 Termination for Cause: Either Party may terminate for material breach if such breach remains uncured for thirty (30) days following written notice.
• 6.3 Effect of Termination: Upon termination, Reseller’s right to sell the Service ceases. Symbol may, at its discretion, allow Sub-Customers to transition to a direct relationship with Symbol or another Reseller to ensure continuity of security training.

7. General Provisions

• 7.1 Governing Law: These Terms are governed by the laws of the State of New Jersey, USA.
• 7.2 Arbitration: Any dispute arising from these Terms shall be settled by binding arbitration in Morris County, New Jersey, administered by the American Arbitration Association (AAA).
• 7.3 Updates: Symbol may update these Terms from time to time by posting a new version on its website. Continued use of the Service following such updates constitutes acceptance.
• 7.4 Export Control and Sanctions Compliance: Reseller represents and warrants that it is not located in, under the control of, or a national or resident of any country or territory to which the U.S. has embargoed goods or services, and shall not sell, export, re-export, or transfer the Service, directly or indirectly, to any such country, territory, or to any person or entity listed on any U.S. government list of prohibited or restricted parties (including, but not limited to, the Specially Designated Nationals list).
• 7.5 Entire Agreement: These Terms, together with any Service Order and the DPA, constitute the entire agreement between the Parties and supersede all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of these Terms shall be effective unless in writing and signed by both Parties.
• 7.6 Assignment: Reseller shall not assign, transfer, or delegate any of its rights or obligations under these Terms, whether voluntarily or by operation of law (including by way of sale of assets, merger, or consolidation), without the prior written consent of Symbol, which shall not be unreasonably withheld. Any attempted assignment in violation of this Section shall be null and void.
• 7.7 Force Majeure: Neither Party shall be liable for any failure or delay in performance under these Terms (except for the payment of money) due to causes beyond its reasonable control, including, but not limited to, acts of God, war, terrorism, pandemic, government restrictions, labor disputes, power outages, and interruptions of internet service. The affected Party shall notify the other Party promptly of the circumstance and use commercially reasonable efforts to cure the failure.