Please read this Reseller Program Agreement prior to registering as a Reseller. By clicking the "Accept" button at , you (hereinafter referred to as "Partner") agree to the terms of this Reseller Program Agreement. If you accept these terms on behalf of the Company or other legal entity.
 you represent and warrant that you have full authority to bind such company or other legal entity to these terms, in which case the term "Partner" will refer to such entity. Partner further represents that it is an established entity that has read and understood this Reseller Program Agreement and has had adequate opportunity to consult with counsel prior to agreeing to the terms of this Agreement and submitting for registration. This Agreement is effective as of the date you accept these terms (the "Effective Date"). If you do not have such authority, or if you do not agree to these terms, please do not click the "Accept" button or otherwise register as a Reseller; Reseller Program Agreement This Reseller Agreement ("Agreement") is effective upon clicking the "Accept" button ("Effective Date") and is entered into by and between. 922S5Proxy, FIRENET LIMITED hereinafter referred to as "Licensor" or (hereinafter referred to as "922S5") and [Partner] (an individual, legal entity or company with an address at [address], hereinafter referred to as "Partner"). The parties agree as follows.

1. Scope of Agreement
 1.1. Exhibits and Schedules. This Agreement describes the terms under which Partner is entitled to participate in 922S5's business partner program in connection with the resale of 922S5 software products (the "Program"). The schedule attached to this Agreement describes the details of the Program (the "Schedule"). This Schedule and this Agreement constitute the entire agreement between 922S5 and the Partner (the "Agreement").
 2. Definitions
 2.1. "Affiliate" means an entity that controls, is controlled by, or shares control with 922S5, the Client or the Partner (as the case may be), where such control arises from: (a) the direct or indirect ownership of more than one of the issued voting shares of 922S5, the Client or the Partner (as the case may be) indirect ownership of more than 50% of the outstanding voting stock and/or equivalent interest; and (b) the power to direct or cause the direction of management and policy, whether through ownership of voting stock, by contract, or otherwise, equal to the interest provided upon direct or indirect ownership of more than 50% of the outstanding voting stock and/or equivalent interest.
 2.2. "Confidential Information" means any non-public information about a Party, including, but not limited to, the terms of this Agreement, a Party's business, suppliers, customers, prospective customers, products, services, employees, finances, costs, expenses, financial or competitive status, policies and practices, computer software programs (including their respective designs, architectures, modules, interfaces, interfaces, and other information). architecture, modules, interfaces, databases and database structures, capabilities and functions, source code and object code), research and development efforts, marketing and distribution efforts, and any other non-public information that has or may have economic value because it is not publicly known, including information provided under this Agreement that is licensed to or otherwise disclosed to the Confidential Party by a third party.
 "Confidential Information" does not include information that the Receiving Party can show by documentary evidence (a) was or became public knowledge through no fault of the Receiving Party, (b) was known to or in the possession of the Receiving Party prior to the Receiving Party's receipt from the Disclosing Party, (c) was legally obtained from a third party in lawful possession of such information, or (d) was not subject to any confidentiality requirement. 922S5 Leads shall be considered Confidential Information for purposes of 922S5.
 2.3. "Customer" means a person or entity that purchases a Product from a Partner for its internal business purposes.
 2.4. "Derivative Works" means works that are based on, reference, or use the Product or Documentation in part or in whole, such as revisions, modifications, translations, abridgements, redactions, expansions, or any other form in which the Product or Documentation may be recast, transformed, or adapted.
 2.5. "Documentation" means the standard end-user documentation applicable to the Product, as may be amended from time to time by 922S5.
 2.6. "End User Agreement" means (i) the master license agreement for the Product as then provided by 922S5 or otherwise identified by 922S5.
 (i) the master license agreement for the Product as then provided by 922S5 or otherwise identified by 922S5 under which 922S5 grants Customer a license to use the Product; or (ii) the current active license with 922S5 or the original licensor (e.g., IBM) signed or otherwise entered into by Customer and approved by 922S5 for the Product.
 (ii) a current and valid license agreement with 922S5 or the original licensor (e.g. IBM) signed or otherwise entered into by Customer and approved by 922S5 for the Product.
 2.7. "Intellectual Property" means any ideas, inventions, discoveries, processes, writings, marks, names, know-how, and any and all rights in such materials worldwide, including patents, inventor's certificates, utility models, copyrights, moral rights, trade secrets, trademarks, and other intellectual property rights.
 rights, moral rights, trade secrets, any rights in mask works, and all related, similar or other intellectual property rights recognized in any jurisdiction worldwide, including all applications and registrations relating thereto.
 2.8. "Marks" means the trademarks, domain names, logos, trade names, brands and service marks of 922S5 (or its Affiliates) as designated by 922S5 from time to time.
 2.9. "Product" means the object code version of the 922S5 Software identified in the Schedule or Order.
 2.10. "Services" means any consulting, installation, system administration, training, support or maintenance services provided by 922S5 or its Affiliates to Partner or its Customers in connection with the Products.
 2.11. "Support" means technical support, updates, maintenance and support for the Product.
 2.12. "Taxes" means any federal, state, municipal or other governmental taxes, fees, duties, including income, taxes on income, taxes on taxes, taxes on taxes, taxes on taxes, taxes on taxes, taxes on taxes, taxes on taxes, taxes on taxes, taxes on taxes, taxes on taxes, taxes on taxes, taxes on taxes, taxes on taxes. franchise, concession, excise, sales, use, gross receipts
 income, import, export, value-added tax, goods and property, or similar taxes.
 2.13. "Territory" means worldwide, except for countries that are considered embargoed, sanctioned, or terrorist countries under U.S. or applicable law or regulation.

 3. Reseller IP

Dealer IP quota cannot be used or consumed directly in the app or other channels, and is only applicable to cdkey generation and consumption currently provided by 922S5 or cdkey exchange for ordinary IP quota, or other usage/consumption methods that will be provided. Customers will get the purchased IP amount through cdkey exchange.
 3.1. Appointment of Reseller. Subject to the terms and conditions described in this Agreement, 922S5 hereby appoints Partner as an independent, non-exclusive, authorized reseller of the 922S5 Products, and Partner hereby accepts such appointment.
 3.2. Promotional, Revenue and Loss Benefits. Partner shall, at its own expense, use its commercially reasonable efforts to market and promote the Products at its sole discretion and to provide prospective customers with a license to sell and market the Products. For the avoidance of doubt, Products are licensed to, and not sold to, Customers under an End User Agreement with 922S5. Partners will conduct promotional marketing through the reseller IP redemption method provided by 922S5. 922S5 does not directly interfere with partners' promotional marketing methods and reserves the right to reclaim reseller rights in the event of influence or malicious influence on the brand. Partners' promotion and marketing consumption and revenue are personal or entity, 922S5 is only the platform, IP and other providers, and does not interfere with partners' revenue and interests, while partners' losses, violations, etc. have nothing to do with 922S5 and affiliated companies.

3.3. Partner Cancellation. If a Partner cancels a previously accepted order after a successful purchase, due to the nature of the virtual product, 922S5 will have the right to reject it in case of non-product problems.
 3.4. 922S5 Cancellation. 922S5 reserves the right to cancel any order ordered by Partner and accepted by 922S5 if Partner: (a) is involved in influencing or maliciously influencing the Brand and 922S5 has the right to make a reseller rights recall; or (c) otherwise fails to comply with the terms and conditions of this Agreement.
 3.5. Pricing: 922S5 provides exclusive packages and discounts for resellers and partners, and partners make reasonable purchases based on package pricing based on individual or entity needs.
 3.6. 922S5 Sales Support. 922S5 shall make commercially reasonable efforts, at its sole discretion, to provide technical assistance to Partner's sales team, including participation in conference calls and video presentations/email Q&A support, as requested by Partner.
 3.7. 922S5 Customer Support. 922S5 shall provide support for the Product only in the manner specified in the Schedule or Order. Partner shall ensure that any support obligations provided to Customer are substantially similar to those set forth in the Schedule or Order. Such support is governed by 922S5's standard applicable support terms and policies as in effect and as modified from time to time by 922S5. Support may be provided directly to Customer by Partner with the written consent of 922S5. Such support will be on terms mutually agreed upon by 922S5 and the Partner. 

 4. Licensing
 4.1. [Intentionally left blank].
 4.2. 922S5's License to Resell, Distribute and Provide Access to the Product Subject to Section 4.3 and the terms and conditions of this Agreement and Customer's acceptance of the End User Agreement, 922S5 hereby grants to Partner a non-exclusive, non-transferable, personal license under 922S5's intellectual property rights to (i) reproduce, perform, display and distribute the Product and related documentation to Customer solely within the Territory; or license and related documentation; or (ii) for Software-as-a-Service products (as indicated in the Order), provide access to the product only. In either case, the license is granted based on only one valid Order and the term of the Order therein.
 4.3. Restrictions on Use. Partner agrees not to (i) reverse engineer, disassemble, decompile or otherwise create or attempt to create the source code, internal structure or organization of the Product or any part thereof, or help or allow others to do so, except as expressly permitted by applicable law; (ii) copy, modify or include any part of the Product in any other software program; and (iii) not allow the private sell, transfer or share your own reseller account.
 4.5. Compliance with Laws. In carrying out its responsibilities under this Agreement, Partner shall be solely responsible for compliance with the laws and regulations applicable to its business and the laws applicable to Partner's distribution and sale of Products, including, but not limited to, tax laws, export and foreign exchange laws, and the U.S. Foreign Corrupt Practices Act. Partner will bear all costs associated with compliance with such laws and regulations.
 4.6. Compliance. Partners shall make purchases through legal ways or means and shall not engage in malicious acts such as credit card theft, stealing other people's information for payment, malicious refunds, etc. that harm the interests of 922S5, once verified 922S5 has the right to withdraw all IP credits and IP credits that have been sold to customers.

 5. Marketing Affairs and Sales Report
 5.1. Press Releases. Except as may be required by law, if either party wishes to issue a press release or other public statement in connection with this Master Agreement or the relationship between the parties, it shall obtain the prior written approval of the other party.
 5.2. Trade Practices. The parties shall refrain from engaging in any illegal, unfair or deceptive trade practices, any unethical business practices, or making any statements that are inconsistent with the specifications provided in writing by the other party. Any costs of promotion and marketing shall be borne solely by the party incurring the costs, and nothing in this Agreement shall be construed as requiring the promotion of products or services through forms of marketing media that would normally be provided at the expense of either party.
 5.3. Advertising. Any advertising or promotional materials created by Partner in connection with 922S5, its logos and/or products for resale of products or activities under this Agreement shall be provided to 922S5 in its original form for review and approval prior to distribution.

 6. Confidentiality and No Solicitation
 6.1. Confidentiality and Non-Use. The parties receiving a Confidentiality Agreement shall (a) disclose such Confidential Information only to such party's directors, officers, employees and agents where (i) their duties justify their need to know such information and (ii) they have been made aware of their obligation to maintain the confidential, proprietary and/or trade secret status of such Confidential Information (and if the recipient is not an employee, the parties shall agree in writing to use terms substantially similar to those contained in this Master Agreement (b) they will use such Confidential Information only for the purposes set forth in this Agreement. Each party receiving Confidential Information shall treat such information as strictly confidential and shall exercise the same degree of care (and not less than a reasonable standard of care) as it would exercise with respect to its own Confidential and Proprietary Information to prevent such party from disclosing its Confidential and Proprietary Information.
 confidential and proprietary information. Notwithstanding the foregoing, the parties may disclose Confidential Information to the extent necessary pursuant to applicable federal, state or local law, regulation, court order or other legal process, provided that, to the extent reasonably possible, the receiving party has given the disclosing party prior written notice of such requested disclosure and an opportunity to contest such requested disclosure at the disclosing party's expense.
 6.2. Notice. The Receiving Party shall promptly notify the Disclosing Party of any unauthorized possession, use or knowledge of Confidential Information of which the Receiving Party becomes aware, and the Disclosing Party will reasonably cooperate with the Disclosing Party in any action against any third party to protect the Disclosing Party's rights with respect to Confidential Information and Materials.
 6.3. No Solicitation by Employees. During the term of this Agreement and for a period of one (1) year thereafter, unless otherwise agreed in writing by the Parties, neither Party shall directly solicit an employee of the other Party or, if such employee responds to a general solicitation, mass advertisement or similar type of widely publicly disseminated solicitation that is not specifically directed at one or more employees of the other Party.
 6.4. No Solicitation by Customer. During the term of this Agreement, Partner shall not sell, post or otherwise disclose (either on its own or through its distributors) the identity of 922S5 Customers, or directly or indirectly solicit such Customers to purchase or license software of another vendor of the same type or class as the 922S5 Product.
 6.5. injunctive relief. In the event of any breach of this Section, the breaching party agrees that the defaulting party will suffer irreparable harm and will therefore be entitled to injunctive relief against the breaching party.

 7. Term; Termination
 7.1. Term. This Agreement between the parties shall be effective as of the Effective Date and shall continue until terminated by either party as provided herein (the "Term").
 7.2. Default. Either party may, at its sole option, terminate this Agreement (including any or all Schedules and Orders) in whole or in part if the other party fails to cure a material breach within ten (10) days after receipt of written notice of such breach. Partner's failure to pay any and all applicable fees to 922S5 shall constitute a material breach. Either party may terminate this Agreement immediately, without prior recourse to any judicial authority, by giving written notice to the other party if the other party (a) ceases to be in regular business for at least thirty (30) consecutive calendar days; (b) becomes or is declared insolvent or bankrupt; (c) is the subject of any proceeding relating to its liquidation or insolvency (whether voluntary or involuntary) that has not been dismissed within ninety (90) calendar days. (c) Is the subject of any proceeding relating to its liquidation or insolvency (whether voluntary or involuntary) that has not been dismissed within ninety (90) calendar days
 or (d) is an assignment for the benefit of a Creditor.
 7.3. Joint Termination. Either party may terminate this Agreement at any time upon thirty (30) days prior written notice. A party may terminate this Agreement (and any Schedule and Order) immediately by written notice if the other party violates Section 4 or Section 6 of this Master Agreement. A Party may terminate this Agreement immediately upon written notice to the other Party if the other Party assigns any of its rights and obligations under this Agreement without any prior written consent as set forth in Section 11.4 of this Agreement.
 7.4. Effect of Termination. Upon termination or expiration of this Agreement, Partner's participation in the Program shall terminate and Partner shall immediately (i) cease all use of the Products and Documentation; (ii) cease use of the 922S5 logo, name, logos, trademarks, service marks or slogans and brand names for any Products; and
 (iii) cease all statements or representations that may infer the existence of any relationship between 922S5 and Partner; (iv) cease promoting, soliciting orders for, or purchasing orders for Products (provided that Partner does not in any way damage the reputation or goodwill of 922S5 or any Products); (v) return all items and materials using 922S5-owned marks (as directed by 922S5) to 922S5 at 922S5's expense; and (vi) return all Products, Confidential Information and related materials to 922S5 and (vii) liquidate any fees due and payable on the effective date of termination. Notwithstanding the foregoing, Partner's Customer shall not be liable for any fees or charges due under this Agreement upon termination of this Agreement in accordance with the applicable terms of its End User Agreement.
 Notwithstanding the foregoing, Partner's customers may continue to use the Products after termination or expiration of this Agreement in accordance with the applicable terms of their End User Agreement, provided that Partner or such customer pays all applicable fees to 922S5 in accordance with Section 8 and the applicable Schedule and Order.
 7.5. No Damages Upon Termination. Except as otherwise expressly provided in this Agreement, upon expiration or termination of this Master Agreement, Partner shall not be entitled to, and to the maximum extent permitted by law
 maximum extent permitted by law, each party waives any legally required or other remuneration, compensation or damages for loss of goodwill, customers, anticipated profits, investments, anticipated sales or commitments of any kind in connection with the termination of the dealer/distributor arrangement hereunder. The parties acknowledge that this provision is included as a material inducement for Partner to enter into this Agreement with 922S5, and that Partner and 922S5 would not have entered into this Agreement but for the limitations of liability set forth herein.
 7.6. Liability Upon Termination. nothing in this agreement shall affect (i) the rights and liabilities of either party with respect to products sold to customer prior to termination; (ii) the rights and liabilities of either party under any separate agreement between the parties; (iii) any indebtedness then owed by either party to the other party, or (iv) any liability for damages arising out of an actionable breach of contract prior to termination.
 7.7. Survival of Terms. The following terms shall survive the expiration or termination of this Agreement: Terms: 6, 7, 8, 9, 10 and 11. Notwithstanding anything to the contrary in this Agreement, the parties may continue to exercise the rights and licenses granted hereunder to the extent necessary to permit such party to perform its obligations to Customer under existing binding agreements in effect at the time of termination, provided that Partner
 shall continue to pay all applicable fees to 922S5 and Partner shall continue to comply with this Agreement.

 8. Fees; Payments
 8.1. Invoices, Payments and Late Fees. Partner will pay all fees as detailed in the Order. Except as provided herein, all amounts in this Order are in United States dollars (USD). All fees are non-refundable and non-cancelable except as otherwise provided in this Agreement.
 8.2. Billing and Collection. Partner will be responsible for all billing and collections for products sold under this Agreement.
 8.3. Fees. Except as otherwise expressly provided in this Agreement, each party shall be solely responsible for all expenses incurred in connection with its work under this Master Agreement, including, but not limited to, salaries, office expenses and travel expenses.
 8.4. Taxes. All costs quoted are exclusive of taxes. Partner shall be responsible for payment of any sales tax, use tax, value added tax, excise tax, and any other similar taxes or governmental charges associated with the Order, except for taxes levied on the net income, gross income, or employment obligations of 922S5. If 922S5 is obligated by applicable law to collect and remit any tax or fee, the appropriate amount of the tax or fee will be collected and set forth in the applicable invoice. Partner agrees to assume responsibility for any withholding taxes that may be required by law and will increase the amount payable under the Order by an amount so that the net amount paid to 922S5, after deducting applicable withholding taxes, is equal to the amount that would have been paid if no withholding taxes had applied. Regardless of what is stated on 922S5's invoice, Partner is responsible for its own timely and accurate payment of the applicable taxes.

 9. Ownership of Intellectual Property Rights
 9.1. Ownership of Intellectual Property Partner acknowledges and agrees that 922S5 and its licensors own and shall retain all right, title and interest in and to the Products and Documentation, and any other products or services produced and/or distributed or otherwise made available by 922S5, including all copies made by any person, if any, and derivative works thereof, including any and all intellectual property rights contained therein.
 All Intellectual Property Rights.
 9.2. Trademarks and Logos. The Marks are and will remain the exclusive property of 922S5. Partner will not take any action that would impair 922S5's proprietary rights or access to any rights in the Marks, nor will Partner use any Marks as part of its name or web
 domain name. Partner may use the Marks only in accordance with this Agreement and applicable guidelines provided by 922S5 from time to time, and subject to any consents set forth in Section 5.3. Partner agrees to promptly notify 922S5 of any unauthorized use of the Marks of which it has actual knowledge. Upon termination or expiration of this Agreement, any license or right to use any Marks granted under this Agreement shall cease to exist and Partner shall immediately cease using any Marks.
 9.3. Injunctive Relief. In the event of any breach of this Section, Partner agrees that 922S5 shall suffer irreparable harm and shall therefore be entitled to injunctive relief against the breaching party.

 10. Disclaimer of Warranties/Limitation of Liability/Indemnity
 10.1. Warranties. each party represents and warrants that (a) the person executing this agreement for it has the authority to execute and deliver this agreement on its behalf, and (b) each party has all rights necessary to grant the rights in this agreement. the foregoing warranty is in lieu of all other warranties, and 922s5 hereby disclaims, to the fullest extent permitted by law, any other warranties, express or implied, including, but not limited to, warranties of merchantability, non-infringement and fitness for a particular purpose.
 10.2. disclaimer of warranties. except as stated in 922s5's promotional materials or end user agreements, partner makes no representations or warranties, express or implied, with respect to 922s5's products, products or services.
 10.3. Limitation of Liability. except for claims under section 4, section 6.1, or section 10.5, in no event
 in no event shall either party (and its affiliates) have any claim against the other party under this agreement for any special, indirect or consequential damages (including any such damages for lost profits).

10.4. indemnification by 922S5. 922S5 shall, at its option, defend or settle any claim or suit brought by any third party against Partner in which such claim or suit alleges that the Software, Documentation or Services provided by 922S5 under this Agreement infringes, violates or misuses any patent, copyright, trademark, trade secret or intellectual property right of any third party, and shall pay amount of a final court judgment against Partner. The foregoing provisions set forth 922S5's entire liability and obligation, and Partner's exclusive remedy, for any third party claim that 922S5 has allegedly or actually infringed any intellectual property rights.
10.5 Indemnification by Partner. Partner shall defend or, at its option, settle any third-party claim or action brought against 922S5 arising out of Partner's infringement of 922S5's Intellectual Property Rights, including any misuse of the 922S5 brand, and any warranty or representation made by Partner to Customer or prospective Customer in violation of Section 10.2, and shall indemnify 922S5 in connection therewith.

 11. miscellaneous
 11.1. Force Majeure. Neither party shall be liable for any failure to perform its obligations due to causes beyond its reasonable control, other than its payment obligations.
 11.2. Language. The Agreement and all notices, communications and other correspondence between 922S5 and Partner shall be in English or the local language.
 11.3. Relationship. 922S5 and Partner are independent parties. This Agreement does not constitute a relationship between the parties as principal and agent, partner, joint venturer, or employer and employee. Being referred to as a "partner" by Partner does not imply or indicate an intent to enter into a joint venture or partnership between the parties, and this Agreement shall not be deemed to have created any such joint venture.
 11.4. Entire Agreement. This Agreement and any applicable Exhibits/Schedules constitute the complete, comprehensive, exclusive and entire agreement between the Parties with respect to the subject matter hereof and supersede all prior or contemporaneous communications, proposals, representations, agreements and warranties, oral or written, between the Parties with respect to the subject matter hereof.
 11.5. Waiver. No waiver by either party of any breach or default of any provision of this Agreement shall be construed as a waiver of any subsequent breach of such or any other provision, and no delay or omission by either party to exercise or avail itself of any of its rights shall be deemed a waiver by such party of any of its future rights.