Pay-As-You-Go MSSPs Terms

THESE TERMS (THE “TERMS”) GOVERN THE RIGHTS OF RESELLERS (EACH A “RESELLER”) TO OFFER AND PROVIDE THE SERVICES (AS DEFINED BELOW) OF CHECK POINT SOFTWARE TECHNOLOGIES LTD (“CHECK POINT”) TO THEIR SERVICE CUSTOMERS. IF THE RESELLER DOES NOT AGREE WITH ANY OF THESE TERMS, IT SHALL NOT ACCESS, OFFER, RESELL OR OTHERWISE PROVIDE OR THE PRODUCTS OR ANY INFORMATION THEREIN.

1. Services. Check Point may authorize the Reseller to act as a managed security services provider offering certain Check Point security products and services (the “Services”) to its service customers on consumption basis (pay-as-you-go), provided that the Reseller has a valid agreement for providing such Services with a certified Check Point distributor (the “Distributor”). The rights hereunder are nonexclusive, non-transferable, non-sublicensable and limited to specific territory as to be determined by Check Point and communicated by Distributor (the “Territory”).
2. Distributor’s Terms. The rights under Section 1 above are limited per the scope specified in the agreement between the Reseller and the Distributor and are subject to the limited rights granted by Check Point to the Distributor. For the avoidance of doubt, if the Reseller’s agreement with the Distributor is terminated or expired and/or the Distributor’s agreement with Check Point is terminated or expired, the Reseller’s rights hereunder shall automatically expire.
3. Change of Distributor. In case the Reseller has a request to replace its selected Distributor, it shall: (i) contact Check Point for further guidelines; and (ii) pay any outstanding debt to its existing Distributor
4. EULA and Privacy.
   1. The Reseller agrees that any use of the Services (including any ancillary tool provided hereunder) pursuant to the rights granted herein is subject to:
      1. The Terms of Service available at Check Point’s website: www.checkpoint.com/about-us/cloud-terms/ or at any successor web address (the “End-User License Agreement”); and
      2. The Check Point Privacy Policy at Check Point’s website: www.checkpoint.com/privacy/ or at any successor web address (the “Privacy Policy”).
   2. The Reseller shall comply with the terms for Managed Service Providers under the End-User License Agreement and obtain any consent as required therein.
   3. The Reseller is responsible to obtain all necessary authorizations, approvals, consents and permits per the applicable law (if any) for: (i) providing the data that the Reseller shares with Check Point in connection with the Services and/or Reseller’s communication with Check Point; and (ii) Check Point’s processing and storing of such data in accordance with the Privacy Policy.
   4. The Reseller agrees that any personal information it will share with Check Point shall be processed in accordance with the Privacy Policy.
5. Support. Any support and maintenance to be provided in connection with the Services, shall be subject to the applicable Check Point Service Level Agreement, as available at available at Check Point’s website and incorporated herein by reference. In case any Service is provided with Check Point’s Collaborative Support, the Reseller shall meet the requirements of a Certified Collaborative Support Provider as described in such Service Level Agreement as a condition to provide such Service. For the avoidance of doubt, any direct support and maintenance services are provided to the Resellers in their capacity as managed security service providers (MSSPs), and not directly to their service customers.
6. Compliance with Law. The Reseller agrees to resell and/or export the Services only as permitted by and in compliance with any applicable law and regulation in any relevant jurisdiction, including, without limitation, laws and regulations regarding export and privacy.
   
   Notwithstanding anything herein to the contrary and without expanding the Territory, the Reseller shall not (directly or indirectly) export, re-export, resell, distribute and/or offer the Services to any customer or user: (i) in Russia, Belarus, Iraq, Libya or the Palestinian Authority, Cuba, North Korea, Iran, Syria, Lebanon, Sudan, the Crimea, the Luhansk People’s Republic (LNR), or the Donetsk People’s Republic (DNR) regions of Ukraine or any other country or region to which the United States and/or Israel have prohibited export transactions; (ii) on the U.S Treasury Department list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders.

7. Term and Termination. These Terms are effective for the term in which the Reseller holds a valid license from the Distributor to offer, resell and/or provide the Services to its customers. Check Point may terminate these Terms upon the Reseller’s breach of any of the provisions hereof that is not cured within fifteen (15) days. Check Point may terminate these Terms for convenience by providing Reseller a 30 days’ written notice. These Terms will terminate immediately without notice from Check Point if the Reseller (i) fails to comply with any material provision of these Terms, or (ii) if the Reseller’s and/or the Distributor’s rights to resell the Services are terminated/expired for any reason. Without derogating from the above, any delay by the Reseller in issuing a purchase order to the Distributor and/or paying the fee therein shall be deemed a material breach of these Terms, in which case Check Point may immediately terminate or suspend the license hereunder (including any license with respect to a specific Reseller’s customer). Upon termination and/or expiration of the Reseller’s rights under Section 1 above, the Reseller shall cease all offering, resale and provisioning of the Services, and so certify to Check Point. Except for the Reseller’s rights to offer, resell and provide the Services to its customers, the maintenance and support rights herein and as expressly provided herein, these Terms shall survive any termination and/or expiration.
8. Miscellaneous. These Terms are supplemental to Check Point’s Reseller Terms, as available at: www.checkpoint.com/uc/partnerassets/partner-signup/T&C.pdf or any successor webpage, which are incorporated herein by reference. In case of any discrepancy between these Terms and such Reseller Terms, these Terms shall prevail only with respect to the transactions contemplated herein.