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The Easiest Way To Resell Digital Certificates and PCI Scanning!

Please use the following form to request access to the Pay-As-You-Go reseller program. Upon completion of this form, VikingCloud™ will review your application and provide you access to the reseller program.
The Pay-As-You-Go reseller program provides the following features:

No commitment
Credit Card, Check or PO payment options
Private labeled, branded partner shopping cart available;
requires no merchant account or development!
Aggressive pricing plan

If you plan on issuing more than 10 certificates this year, you may want to consider our other partner plans.

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Terms and Conditions
DIGITAL CERTIFICATE RESELLER AGREEMENT Ver. 15FEBRUARY23 THIS DIGITAL CERTIFICATE RESELLER AGREEMENT ("AGREEMENT") IS ENTERED INTO BETWEEN VIKING CLOUD, INC., ("VIKINGCLOUD") AND THE ENTITY YOU REPRESENT IN EXECUTING THIS AGREEMENT. YOU REPRESENT AND WARRANTY THAT YOU ARE DULY AUTHORIZED TO BIND SUCH ENTITY ("PARTNER") TO THE TERMS AND CONDITIONS SET FORTH HEREIN. PARTNER MUST READ AND ACCEPT THIS AGREEMENT BEFORE ENROLLING TO BECOME A VIKINGCLOUD RESELLER. IF PARTNER DOES NOT AGREE TO THESE TERMS, CLICK THE "DECLINE" BUTTON AT THE END OF THIS AGREEMENT. BY CLICKING THE "SUBMIT" BUTTON, PARTNER AGREES TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. This Agreement sets forth the terms and conditions under which Partner is authorized to resell VikingCloud Products (as defined below). Partner desires to resell such Products in accordance with the terms and conditions of this Agreement and in consideration of the payment of Fees to VikingCloud. 1. GRANT AND TERMS OF RESALE a. Subject to Partner’s compliance with the terms and conditions of this Agreement, VikingCloud hereby grants to Partner, and Partner hereby accepts from VikingCloud the non-exclusive, non-transferable right to market and resell the Products. VikingCloud will grant Partner access to the cloud-based web portal where the Products are managed (“Control Center”). For purposes of this Agreement, "Products" shall mean the digital certificates so identified in the Control Center or Partner API, as applicable which Partner has authority to resell, including all related modifications, updates or enhancements thereto that VikingCloud makes generally available during the term of this Agreement. b. All sales of Products to Partner are subject to (1) the terms of this Agreement, and (2) the terms and conditions in the applicable Certification Practice Statement(s), Certificate Policy(ies), Subscriber Agreement and other related documentation (“Certificate Terms (altogether, the “Agreement”). The terms of the Certificate Terms are incorporated into and made a part of the Agreement by reference. c. In the event Partner implements and wishes to incorporate the Products into a distributor program, the parties must mutually agree in writing to the terms and conditions under which the Products will be incorporated into such program. d. Nothing in this Agreement will be deemed to (i) grant Partner any ownership interest or exclusive right in or to the Products or (ii) restrict VikingCloud from marketing, distributing, and executing agreements for the Products with end-users, directly or through third parties. 2. VIKINGCLOUD OBLIGATIONS a. Delivery of Products. All Products will be delivered electronically via the Control Center or the Partner API, as applicable. b. VikingCloud may from time to time send to End-Users updates/upgrades to the Products. For purposes of this Agreement, "End-User" shall mean any person or entity that enters into an agreement for the Products. VikingCloud will not be obligated to provide any support services to an End-User. Partner represents and warrants that its agreement with the End-User will grant VikingCloud the right and authorization to provide the Products to the End User, including any updates/ upgrades thereto. c. Maintenance and Support. VikingCloud shall provide, at no additional cost, maintenance or support (corrections, modifications, updates and enhancements) for the Products, and make reasonable efforts to correct known defects in the Products that VikingCloud makes generally available during the term of this Agreement. The foregoing notwithstanding, VikingCloud shall not have any obligation under this Agreement to develop or release any corrections, modifications, updates or enhancements or to adapt any correction, modification, update or enhancement for use with the Products. VikingCloud may, at its discretion, release enhancements as separately priced upgrades or options, and separately charge Partner or End-Users for such enhancement, if such enhancement adds a new function or functionality to the existing Products or if it operates in a new or different environment. 3. PARTNER'S OBLIGATIONS a. Literature. VikingCloud may make certain promotional literature with respect to the Products available to Partner and Partner may utilize such material in promoting, distributing and marketing the Products to the Market (the “Promotional Material”). If VikingCloud updates any Promotional Material, Partner shall update the Promotional Material it utilizes. Partner may not amend or adapt the Promotional Material and Partner shall indemnify VikingCloud against claims resulting from any Promotional Material developed by Partner that deviates from the written materials or documentation provided by VikingCloud. Partner shall effect any and all reasonable modifications to the Promotional Material as VikingCloud may reasonably request in writing from time to time within fifteen (15) days of Partner’s receipt of such written request. Within thirty (30) days from the execution date of this Agreement, and every six (6) months thereafter, Partner shall provide VikingCloud with a complete copy of all Promotional Material, regardless of format. b. End-Users. Partner understands and agrees that End User must accept and execute VikingCloud's Digital Certificate Subscriber Agreement and related documentation and that each End-User’s use of the Products is subject to and governed by the terms and conditions in the applicable Certification Practice Statement(s), Certificate Policy(ies), Subscriber Agreement and other related documentation as set forth in Exhibit A (the “Mandatory Terms”), and Partner agrees to clearly inform each End-User about the Mandatory Terms and require that each End-User affirmatively accept the Mandatory Terms. c. End-User Fees. Partner will be solely responsible for collecting all charges, including but not limited to applicable taxes, related to the Products from End-Users. Partner’s inability to collect the End User Fees shall not impact Partner’s payment of the Fees (as defined below). d. Retail Pricing. Partner shall not offer or sell any VikingCloud digital certificate product that is less than the price paid for such certificates by Partner, without the prior written consent of VikingCloud. Any violation of this section shall be deemed a material breach, and VikingCloud may terminate this Agreement immediately. e. Preferred Status. The VikingCloud Products will be the preferred product offering that Partner will market to its existing customers or prospective customers for digital certificates. In no event will such preferred status prohibit Partner from selling, in special situations, an alternative service to address such customer's specific requirement that cannot be addressed by the Products. f. Existing Customers. A material consideration to VikingCloud in entering into this Agreement is Partner's commitment to actively market the Products to its existing customers. 4. CONSIDERATION a. Payment Schedule and Terms. Partner shall pay VikingCloud the applicable fees set forth in the reseller console for the digital certificates purchased. All fees are due and payable immediately and are non-refundable. VikingCloud reserves the right to change the fees for its digital certificates at any time. b. Price Adjustments. VikingCloud reserves the right, in its sole discretion, to adjust list pricing and/or product descriptions. c. Other Fees. Partner will not be obligated to pay VikingCloud any portion of fees charged to End-Users for implementation, consulting, training or other services (collectively, “Other Services”) related to the Products, unless VikingCloud participates in offering such Other Services, in which case VikingCloud and Partner will agree on the compensation payable to VikingCloud prior to VikingCloud providing any such Other Services. d. Prices. Subject to 3(e) Partner shall have the right to determine, in its sole discretion, the prices or fees that Partner charges for the Products. If requested by VikingCloud, Partner shall provide VikingCloud, under the terms of confidentiality hereunder, with a copy of Partner’s price list and schedule of fees for the Products. Partner will be solely responsible for collecting all charges, including but not limited to applicable taxes, related to the Products from End-Users. e. Payment Schedule and Terms. All Fees are due and payable immediately upon VikingCloud’s issuance of the Products and are non-refundable. VikingCloud reserves the right to change the Fees for its digital certificates at any time by posting such changes in the reseller console. VikingCloud reserves the right to suspend or terminate this Agreement immediately upon nonpayment of the Fees. f. Taxes. Partner will not add or deduct any tax on or from the amounts payable to VikingCloud under this Agreement unless required by applicable law, in which case Partner will provide VikingCloud any applicable exemption documentation. In no event will Partner be entitled to reduce the amounts payable to VikingCloud to offset income or other taxes that End-Users may withhold on amounts payable to Partner other than with the express written agreement of VikingCloud and evidence of applicable exemption documentation 5. LIMITED WARRANTY AND DISCLAIMER EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, VIKINGCLOUD DISCLAIMS ALL REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES REGARDING QUALITY, SUITABILITY, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE (IRRESPECTIVE OF ANY COURSE OF DEALING, CUSTOM OR USAGE OF TRADE) OF ANY PRODUCTS OR ANY PRODUCTS PROVIDED INCIDENTAL TO THE PRODUCTS PROVIDED UNDER THIS AGREEMENT. VIKINGCLOUD DOES NOT WARRANT THAT THE OPERATION OF THE PRODUCTS OR THAT THE PRODUCTS WILL OPERATE IN ANY SPECIFIC SYSTEM ENVIRONMENT. PARTNER ACKNOWLEDGES THAT (I) THE PRODUCTS MAY NOT SATISFY ALL OF THE END-USER’S REQUIREMENTS, (II) THE USE OF THE PRODUCTS MAY NOT BE UNINTERRUPTED OR ERROR-FREE AND (III) NO WARRANTY WILL APPLY WITH RESPECT TO ANY SERVICE OR PRODUCT NOT SOLELY DEVELOPED OR DISTRIBUTED BY VIKINGCLOUD. 6. LIMITATION ON LIABILITY a. IN NO EVENT WILL VIKINGCLOUD NOR ANY OF ITS LICENSORS, PARENT, SUBSIDIARIES, EMPLOYEES, CONTRACTORS, OR AGENTS, BE LIABLE UNDER THIS AGREEMENT OR OTHERWISE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR INCIDENTAL DAMAGES INCURRED BY PARTNER OR ANY END-USER, WHETHER FORESEEABLE OR UNFORESEEABLE AND REGARDLESS OF WHETHER VIKINGCLOUD HAS BEEN EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, (INCLUDING, BUT NOT LIMITED TO, CLAIMS FOR LOSS OF DATA, GOODWILL, LOST PROFITS, LIABILITY OR INJURY TO THIRD PERSONS, USE OF MONEY OR USE OF THE PRODUCTS , INTERRUPTION IN USE OR AVAILABILITY OF DATA, STOPPAGE OF OTHER WORK OR IMPAIRMENT OF OTHER ASSETS), ARISING OUT OF BREACH OR FAILURE OF WARRANTY OR RELATED REMEDIES, BREACH OF CONTRACT, MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE. b. IN NO EVENT WILL THE AGGREGATE LIABILITY OF VIKINGCLOUD IN ANY ACTION OR PROCEEDING EXCEED THE VIKINGCLOUD FEES ACTUALLY PAID FOR THE SPECIFIC PRODUCTS THAT DIRECTLY CAUSED THE ALLEGED DAMAGE IN THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THE FIRST CLAIM ARISES. VIKINGCLOUD SHALL NOT BE LIABLE TO PARTNER FOR ANY ACTS OR OMISSIONS WHICH ARE NOT THE RESULT OF VIKINGCLOUD’S GROSS NEGLIGENCE, RECKLESSNESS OR WILLFUL MISCONDUCT. the limitations on liability, expressed herein, shall inure to the benefit of and apply to all parents (both direct and indirect), subsidiaries and affiliates of VikingCloud. c. VIKINGCLOUD IS NOT AN INSURER. INSURANCE, IF ANY, SHALL BE OBTAINED BY THE END-USER AND EACH END-USER WILL LOOK EXCLUSIVELY TO ITS INSURER TO RECOVER FOR INJURIES OR DAMAGE IN THE EVENT OF ANY LOSS. VIKINGCLOUD WILL NOT BE LIABLE FOR RECOVERY OF ANY LOSSES ARISING BY WAY OF SUBROGATION. d. VikingCloud shall incur no liability (i) for good faith reliance on the information provided by Partner or an End-User, (ii) resulting from any action or inaction of End-User, or (iii) FOR any failure due to operator error or security breach. e. The sole and exclusive remedies for any breach of this Agreement by VikingCloud, whether based on contract, tort or otherwise, shall be repair or replacement of the Products. 7. CONFIDENTIALITY a. Definition of Confidential Information. “Confidential Information” means any information disclosed by either party (“Discloser”) to the other (“Receiver”), including without limitation, documents, data centers, prototypes, samples, equipment, all software, benchmark tests, specifications, trade secrets, object code and machine-readable copies, including VikingCloud’s service portals, regardless of the format and including any copies and derivatives thereof. Confidential Information shall not, however, include any information which (i) was in the public domain when disclosed; (ii) becomes publicly known after disclosure through no action or inaction of the Recipient; (iii) is already in the possession of the Recipient at the time of disclosure, as can be illustrated by objective, time-stamped evidence) ; (iv) is obtained by the Recipient from a third party without a breach of such third party’s obligations of confidentiality; (v) is independently developed by the Recipient without use of the Discloser’s Confidential Information; or (vi) is required by law to be disclosed by the Recipient, provided that the Recipient gives the Discloser prompt written notice of such requirement prior to such disclosure and assistance in obtaining a protective order. b. Confidentiality. Each party agrees not to use any Confidential Information of the other party for any purpose other than as contemplated by this Agreement. Each party agrees not to disclose any Confidential Information of the other party to third parties or to such party’s employees, agents, or independent contractors, except as necessary to perform such party’s obligations under this Agreement. Neither party shall reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody the other party’s Confidential Information and which are provided to the party hereunder. Each party agrees that it shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Discloser’s Confidential Information. c. Injunctive Relief. The parties acknowledge that either party’s breach of its obligations of confidentiality may cause the other party irreparable injury for which it would not have an adequate remedy at law. In the event of a breach, the non-breaching party shall be entitled to seek injunctive relief in addition to any other remedies it may have at law or in equity. d. Publicity, Trademarks and Logo. Other than as expressly contemplated by this Agreement, without prior written approval signed by an authorized representative of VikingCloud, Partner shall not, directly or indirectly, (i) use VikingCloud’s name or any of VikingCloud’s trademarks, service marks or logos, or (ii) make any public announcement related to this Agreement. f. Incidental Fees. Partner shall immediately notify VikingCloud if Partner knows or has reason to believe that VikingCloud has been or will be required, as a result of activity arising out of or related to this Agreement or the Products contemplated hereunder, by any court or administrative agency of the United States or any state or by any legal process to respond to any subpoena, search warrant, discovery or other directive under the authority of such court, administrative agency, governmental inquiry or process in connection with any proceeding or investigation in which Partner or any of its Affiliates, officers, directors, agents, employees, or subcontractors is involved. Whether or not such notice is given by VikingCloud, Partner shall directly assist VikingCloud in VikingCloud's attempt to reduce the burdens of compliance with any such directive, and Partner shall reimburse any and all reasonable expenses incurred by VikingCloud and its Affiliates in complying with any such directive, including, but not limited to, attorneys' fees and VikingCloud's outside counsel attorneys' fees for representation and advice, travel and lodging expenses and an hourly labor rate of $300 per hour for all time spent by VikingCloud in responding to such matters. 8. OWNERSHIP a. Acknowledgments. VikingCloud and Partner acknowledge and agree that (i) all patents, copyrights, trade secrets and other proprietary rights in or to the Products are and will remain the exclusive property of VikingCloud or its licensors, (ii) VikingCloud will own all rights in and to any copy, modification, adaptation, translation or enhancement of, or derivative work based upon the Products, whether made by or for VikingCloud or Partner, under this Agreement; and (iii) Partner will not reverse engineer, decompile, or disassemble any code or remove, modify or obscure any copyright, trademark, patent or mask work notices relative to the Products or VikingCloud. b. Assignment. Partner hereby agrees to assign to VikingCloud all patents, copyrights, trade secrets and other proprietary rights in and to any copy, modification, adaptation, translation or enhancement of, derivative work based upon the Products made by or for Partner. At either VikingCloud's request, Partner agrees to obtain the execution of such instruments that may be required to give full legal effect to this Section. 9. TERM AND TERMINATION a. Term. This Agreement will become effective, as of the date first set forth above, upon its execution by Partner and VikingCloud. b. Termination for Cause. Either party may terminate this Agreement for cause (a) upon the expiration of thirty (30) calendar days following detailed written notice to the other party of its material breach of any of its material obligations under this Agreement, provided that the other party has not remedied such breach during the notice period, or (b) immediately upon written notice to the other party if a petition in bankruptcy is filed by or against the other party and is not withdrawn within 60 days or the other party makes an assignment for the benefit of its creditors or an arrangement pursuant to any bankruptcy law, or if the other party discontinues its business or a receiver is appointed for its business. c. Termination for Convenience. Either party may terminate this Agreement for convenience by giving the other party at least sixty (60) days’ prior written notice of termination. Additionally, if Partner terminates this Agreement, any work order, or purchase order, other than for cause, then Partner shall pay to VikingCloud, as a cancellation fee and not as a penalty, an amount equal to the VikingCloud Fees payable by Partner for the remainder of the applicable work orders or purchase orders. d. Effect of Termination. In the event this Agreement terminates for any reason, all of Partner's rights under this Agreement will immediately cease and Partner shall immediately cease marketing, selling, and distributing the Products. Both VikingCloud and Partner will promptly destroy or return any other confidential information of the other party that may be within its possession or control. Neither Partner nor VikingCloud shall be under any obligation to the other party after the date of termination, except for Partner’s payment to VikingCloud of the VikingCloud Fees. e. Survival. Except as specified in this Agreement, the termination of this Agreement for any reason will not affect the validity of any service agreement that Partner may have previously executed with End-Users, directly, with respect to the Products. Rights and obligations under this Agreement which, by their nature should survive shall remain in effect after the termination or expiration of this Agreement. 10. AUDIT VikingCloud or its representatives shall have the right upon thirty (30) days notice to audit the business and accounting records of Partner relating to the Products, to be scheduled during normal working hours to verify Partner’s compliance with its obligations under this Agreement. While conducting any such audit, VikingCloud and its designated representatives will be entitled to copy the relevant business and accounting records of Partner with respect to the Products. If any such audit reveals that Partner has underpaid the VikingCloud Fees by more than five percent (5%) Partner will reimburse VikingCloud for all costs that VikingCloud may have incurred in conducting such audit. For purposes of clarity, Partner shall pay any VikingCloud Fees determined to be outstanding as a result of VikingCloud’s audit within thirty (30) days of receiving an invoice or written notice from VikingCloud regarding such outstanding VikingCloud Fees. 11. INDEMNITY Partner will indemnify VikingCloud against any damage, loss, liability or expense (including related attorneys’ fees and costs) that VikingCloud may incur (i) arising out of any negligent act or omission by, or willful misconduct of, Partner or its directors, officers, employees or agents; (ii) as a result of any failure by Partner to fully protect VikingCloud’s proprietary interests and property rights in and to the Products; (iii) as a result of any warranty, condition, representation, indemnity or guarantee granted by Partner or provided by law in addition to or in lieu of the limited warranties specified in Section 5, or the limitation of liability specified in Section 6, or (iv) as a result of any omission or inaccuracy in Partner’s promotional materials or advertisements that relate to the Products; (v) as a result of Partner’s failure to comply with this Agreement; or (vi) as a result of Partner’s failure to have each End User agree to the Mandatory Terms. This Section will not be construed to limit or exclude any other claims or remedies that VikingCloud may assert under this Agreement or by law. 12. EXPORT CONTROL Partner acknowledges that the Products and all related technical data are subject to export controls under the U.S. Export Administration Regulations. Partner will (i) comply strictly with all legal requirements established under these controls, (ii) cooperate fully with VikingCloud in any official or unofficial audit or inspection that relates to these controls and (iii) not export, re-export, divert or transfer, directly or indirectly, any such item or direct products thereof to Sudan, Syria, Cuba, Iran, Iraq, Libya, North Korea, Serbia, Montenegro or any country that is embargoed by Executive order, unless Partner has obtained the prior written authorization of the U.S. Commerce Department. Upon notice to Partner, VikingCloud may modify this Section to conform to changes in the U.S. Export Administration Regulations. 13. FOREIGN CORRUPT PRACTICE Partner represents, warrants and agrees that Partner as well as any of its applicable wholly-owned subsidiaries and parent companies (collectively, “Partner Group Companies”) and all of their Personnel (as defined below): (a) are in compliance and will remain in compliance with all applicable anti-bribery laws including but not limited to the Prevention of Corruption Act (Cap. 241) and the Penal Code (Cap. 224) of Singapore, UK Bribery Act 2010, U.S. Foreign Corrupt Practices Act and Australian Criminal Code Act 1995 (collectively, “Anti-Bribery Laws”), during the term of this Agreement; and (b) prior to entering into this Agreement have not, and shall not during the term of this Agreement, give or offer to give or authorize to give to any person, or request or accept or authorize the request or acceptance of, directly or indirectly, any gratification, including any gift or consideration of any kind, facilitation payments, or anything of value (including without limitation to cash, cash equivalents like gifts, services, employment offers, loans, travel and entertainment, charitable donations, sponsorships, business opportunities, favorable contracts or giving anything even if nominal in value) as an inducement or reward for doing or not doing, or for having done or not done any action, or for receiving an improper or unfair advantage in relation to this Agreement. Partner shall immediately give written notice to VikingCloud upon a breach, or suspected breach, of any of its obligations or the obligations of any Partner Group Company under this section. For the purposes of this section only, “Personnel” means the Partner Group Companies’ employees, vendors, subcontractors, contractors, advisers, representatives, agents and any other third parties with whom the Partner Group Companies transact. 14. INDEPENDENT PARTIES Partner and VikingCloud are independent parties. Nothing in this Agreement will be construed to make one party an agent, employee, franchisee, joint venturer, partner or legal representative of the other party. Neither party will have nor represent itself to have any authority to bind the other party or to act on its behalf. 15. NON-SOLICITATION During the term and for a period of one (1) year thereafter, Partner shall not, directly or indirectly solicit, hire, attempt to solicit or hire, or participate in any attempt to solicit or hire any person who was an employee of VikingCloud or any of its Affiliates. If Partner breaches this provision, Partner shall pay VikingCloud two times (2X) the salary paid by VikingCloud to such employee so hired. The parties agree that said amount is a reasonable estimate of the costs and expenses that VikingCloud will incur as a result of training and replacing such employee. 16. FORCE MAJEURE Neither party shall be liable for any default or delay in the performance of its obligations hereunder (except for payments) if and to the extent such default or delay is caused, directly or indirectly, by acts of God, governmental acts, accidents, wars, terrorism, riots or civil unrest, fires, storms, earthquakes, floods or elements of nature, or any other similar cause beyond the reasonable control of such party, provided such default or delay could not have been prevented by reasonable precautions and cannot reasonably be circumvented by the non-performing party through the use of commercially reasonable alternative sources, workaround plans or other means. 17. NOTICES Any notice, approval or other communication required or permitted under this Agreement will be given in writing and will be sent by email, national courier service or registered mail, postage prepaid, to the address specified below or to any other address that may be designated by prior notice. Any communication delivered by email (with confirmation) will be deemed to have been received the day it is sent. Any communication sent by courier will be deemed to have been received on the second day after its delivery to the courier during normal business hours. Any communication sent by registered mail will be deemed to have been received on the fifth business day after its date of posting. If to VikingCloud: Attn: Legal Department, 5775 Glenridge Drive, Building D, Suite #450, Atlanta, Georgia, 30328, United States of America. Email: legal@vikingcloud.com 18. ASSIGNMENT Partner may not assign, delegate nor otherwise transfer the rights or obligations associated with this Agreement, in whole or in part, without the prior written consent of VikingCloud. VikingCloud may in its sole discretion assign, delegate or otherwise transfer the rights or obligations associated with this Agreement. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns. 19. WAIVER, AMENDMENT, MODIFICATION No waiver by either Party of a breach of any provisions of this Agreement will constitute a waiver of any prior or subsequent breach of the same or any other provision of this Agreement. This Agreement can only be amended or modified by a writing signed by both parties. 20. INTERPRETATION The terms that are defined in this Agreement may be used in the singular or the plural, as the context requires. "Days" means calendar days. "Month" means a calendar month. "Person" means an individual, partnership, company, corporation or other legal entity, as the context requires. Headings are intended only for reference purposes. 21. GOVERNING LAW This Agreement will be governed by and interpreted in accordance with the laws of the State of Delaware, USA. 22. ARBITRATION The parties agree that any dispute or controversy arising out of or relating to any interpretation, construction, performance or breach of this Agreement (“Dispute”) shall be settled by arbitration to be held in Chicago, Illinois, in accordance with the rules then in effect of the American Arbitration Association. The arbitrator may grant injunctions or other relief in such Dispute. The decision of the arbitrator shall be final, conclusive and binding on the parties to the arbitration. Judgment may be entered on the arbitrator's decision in any court having jurisdiction. The parties shall each pay one-half of the costs and expenses of such arbitration and shall separately pay counsel fees and expenses. Except as may be required by law, neither party, nor its affiliates, nor an arbitrator may disclose the existence, content or result of any arbitration held relating to this Agreement without the prior written consent of both parties. The parties mutually agree that all information, documents, testimony, exhibits and other written, recorded, graphic or other information produced, exchanged or used in any way in any arbitration proceeding pursuant to this Agreement are designated as confidential and shall not be disclosed to anyone other than the parties, their attorneys and consultants, and the arbitrators. Furthermore, any and all documents, materials or other information designated as confidential that are produced as part of the arbitration proceeding shall be returned to the party that produced or provided such materials within ten (10) days of the conclusion of the arbitration, or such materials shall be certified in writing to have been destroyed within ten (10) days of the conclusion of the arbitration; provided, however, that the parties and their counsel may retain copies of briefs and other papers filed with the arbitrators that contain or constitute such confidential material, so long as such briefs and other papers are maintained according to the confidentiality provisions of this Agreement. 23. VENUE AND JURY WAIVER NOTWITHSTANDING SECTION 22, IF FOR ANY REASON A DISPUTE PROCEEDS IN COURT AS A LAWSUIT, BOTH PARTIES AGREE THAT: (1) ANY SUCH DISPUTE SHALL ONLY BE BROUGHT AS A LAWSUIT IN THE DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS, EASTERN DIVISION OR, IF THE DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS, EASTERN DIVISION DOES NOT HAVE SUBJECT MATTER JURISDICTION, THEN IN A COURT OF COMPETENT JURISDICTION IN COOK COUNTY, ILLINOIS; (2) BOTH PARTIES IRREVOCABLY CONSENT AND SUBMIT TO THE EXCLUSIVE PERSONAL JURISDICTION AND VENUE OF SUCH COURTS; (3) BOTH PARTIES WAIVE ANY RIGHT TO TRIAL BY A JURY; AND (4) ANY ACTION MUST BE BROUGHT ON AN INDIVIDUAL BASIS AND NEITHER PARTY MAY JOIN IN AN ACTION OR ARBITRATION AS A REPRESENTATIVE OR MEMBER OF A CLASS. NOTWITHSTANDING ANY PROVISION IN THIS AGREEMENT, NO PARTY SHALL BRING ANY CLAIM, DEMAND, ACTION, LAWSUIT OR ARBITRATION BASED ON THIS AGREEMENT OR THE PRODUCTS PROVIDED BY VIKINGCLOUD IF EITHER (i) THE APPLICABLE STATUTE OF LIMITATIONS HAS EXPIRED; OR (ii) EIGHTEEN (18) MONTHS HAS ELAPSED AFTER THE DATE THE PARTY DISCOVERED OR SHOULD HAVE REASONABLY DISCOVERED (INCLUDING CONTRUCTIVE DISCOVERY) SUCH CLAIM, WHICHEVER COMES FIRST. 24. ENTIRE AGREEMENT This Agreement constitutes the complete and entire statement of all terms, conditions and representations of the agreement between VikingCloud and Partner with respect to its subject matter and supersede all prior discussions, commitments or agreements related thereto, whether written or oral. Partner acknowledges and agrees that except as expressly set forth in this Agreement, VikingCloud has not made and is not making any representation or warranty, oral or written, express or implied, to Partner, and Partner has not relied and is not relying on any representation or warranty, oral or written, express or implied in entering into this Agreement. No terms or conditions contained in any purchase order shall amend this Agreement or shall otherwise constitute an agreement between the parties. EXHIBIT A MANDATORY TERMS Partner shall incorporate the following terms and conditions in its services agreement with each End-User: Terms and Conditions of Services. End-User acknowledges and agrees that all VikingCloud services are subject to the terms and conditions in the applicable Certification Practice Statement(s), Certificate Policy(ies), Subscriber Agreement and other related documentation available at https://certs.securetrust.com/CA/ (“Certificate Terms”) (altogether, the “Agreement”). The terms of the Certificate Terms are incorporated into and made a part of the Agreement between End-User and Partner.
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