Pay-As-You-Go MSSP Terms and Conditions

THESE TERMS (THE “TERMS”) FOR OFFERING AND RESELLING THE SERVICES DESCRIBED BELOW OF CHECK POINT SOFTWARE TECHNOLOGIES LTD (“CHECK POINT”) GOVERN THE RIGHTS TO OFFER, RESELL AND PROVIDE THE SERVICES AND ARE A LEGAL AGREEMENT BETWEEN THE INDIVIDUAL REQUESTING SUCH RIGHTS AND ANY LEGAL ENTITY ON WHOSE BEHALF SUCH INDIVIDUAL IS ACTING (COLLECTIVELY, THE “RESELLER”) AND CHECK POINT. THE RESELLER AGREES TO BE BOUND BY THESE TERMS. IF THE RESELLER DOES NOT AGREE WITH ANY OF THESE TERMS, IT SHALL NOT ACCESS, OFFER, RESELL OR OTHERWISE PROVIDE OR USE THE SERVICES 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 non-exclusive, 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) provide Check Point and its existing Distributor at least 45 days’ prior email notice and comply with further guidelines to be provided by Check Point; (ii) pay any outstanding debt to its existing Distributor; and (iii) provide the email confirmation of the new 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.
6. Ownership. The Reseller acknowledges that Check Point, and its licensors, own and shall retain all right (except those expressly licensed herein), title and interest in and to the Services (including all copies, modifications, and derivative works thereof, by whomever produced) and documentation, including all intellectual property rights embodied therein. The Reseller further acknowledges and agrees that it shall have no rights with respect to any of the foregoing, other than the rights expressly set forth in these Terms.
7. License Restrictions. The Reseller agrees: (i) that the right of its customers to use the Services will be limited per the scope permitted in the in the agreement between the Reseller and the Distributor and subject to Check Point’s fair usage policy; (ii) not to reverse engineer, disassemble, decompile or otherwise attempt to reconstruct or discover the source code, internal structure, or organization of the Services, or any part thereof or aid, abet or permit others to do so; (ii) not to remove or delete any notices of any proprietary or copyright restrictions from the Services or any support material; (iii) not to copy the Services, develop any derivative work thereof; (iv) not to develop methods to enable unauthorized parties to use the Services nor to use the Services in any way circumventing the metering of the consumption of the Services.
8. True-up. Check Point shall have the right, upon notice, to audit, at Check Point’s own expense, the Reseller’s internal records and systems and require the Reseller to provide any relevant documents and materials in order to verify the Reseller’s compliance with these Terms and the limited scope of the rights granted to the Reseller by the Distributor. If the Reseller underpays for the Services, the Reseller will immediately issue a purchase order to the Distributor and pay the overdue fees plus interest, provided that if such underpayment is equal to or more than five percent (5%) of the fees due to Check Point during the audited period, the Reseller will pay the expenses for that audit.
9. Trademarks and Servicemarks. During the term of the right under Section 1 above, the Reseller may market the Services under the trademarks and servicemarks of Check Point, in accordance with Check Point’s trademark usage guidelines. All advertising materials which include Check Point’s trademarks and tradenames must be pre-approved in writing by Check Point.
10. Warranty Disclaimer. TO THE FULLEST EXTENT ALLOWED UNDER APPLICABLE LAW, THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED. CHECK POINT DOES NOT WARRANT THAT THE SERVICES WILL MEET ANY REQUIREMENTS OR THAT THEIR OPERATION OR USE WILL BE UNINTERRUPTED OR ERROR FREE. CHECK POINT DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
11. Limitation of Liability. NOTWITHSTANDING ANYTHING ELSE IN THESE TERMS OR OTHERWISE, CHECK POINT WILL IN NO EVENT BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THESE TERMS UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL, CONTRACTUAL OR EQUITABLE THEORY FOR: (I) ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND WHETHER OR NOT ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES; OR (II) DAMAGES FOR LOST PROFITS OR LOST DATA; OR (III) COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY OR SERVICES.  NOTWITHSTANDING ANYTHING IN THESE TERMS TO THE CONTRARY OR THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITATION OF LIABILITY OR LIMITED REMEDY, CHECK POINT’S ENTIRE AGGREGATE LIABILITY ARISING FROM OR RELATING TO THESE TERMS OR THE SUBJECT MATTER HEREOF, UNDER ANY LEGAL THEORY (WHETHER IN CONTRACT, TORT, INDEMNITY OR OTHERWISE), SHALL BE LIMITED TO THE AMOUNTS RECEIVED BY CHECK POINT IN CONNECTION WITH THE SERVICE PROVIDED TO THE APPLICABLE RESELLER’S CUSTOMER DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE DATE THE CLAIM AROSE FOR THE PARTICULAR SERVICE THAT CAUSED THE LIABILITY.
12. Indemnification. The Reseller agrees to defend, indemnify and hold harmless Check Point, its officers, directors, employees, affiliates, licensors, agents and suppliers from and against any and all damages, obligations, losses, liabilities, costs, debts, and expenses (including but not limited to attorney’s fees) arising from a demand or a claim related to: (i) the Reseller’s unauthorized distribution, resale and/or use of the Services; (ii) the Reseller’s violation of any applicable laws, regulations and/or third party rights in connection with its use and/or resale of the Services, including, without limitation, any intellectual property rights or privacy rights; and (iii) the Reseller’s breach of these Terms.
13. 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 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; or (ii) on the U.S Treasury Department list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders.

    Notwithstanding anything herein to the contrary and without expanding the Territory, if the Reseller’s customer or user is located in Russia, Belarus, Iraq, Libya or the Palestinian Authority, or is a governmental body and/or unit and/or controlled (directly or indirectly) by such bodies of any country except for the Free Export Countries (as defined below), then the Reseller shall notify Check Point the identity of such customer before the Services are made available to such customer and provide any other details requested by Check Point. The Services may be provided to such customer, only following Check Point’s written approval.

    “Free Export Countries” shall mean (1) Austria; (2) Australia; (3) Italy; (4) Iceland; (5) Ireland; (6) Estonia; (7) Argentina; (8) USA; (9) Bulgaria; (10) Belgium; (11) Brazil; (12) Great Britain (UK); (13) Germany; (14) Denmark; (15) South Africa; (16) South Korea; (17) The Netherlands; (18) Hungary; (19) Japan; (20) Latvia; (21) Luxemburg; (22) Lithuania; (23) Liechtenstein; (24) Norway; (25) New Zealand; (26) Singapore; (27) Slovenia; (28) Slovakia; (29) Spain; (30) Poland; (31) Portugal; (32) Finland; (33) Chile; (34) Czech Republic; (35) France; (36) Colombia; (37) Canada; (38) Romania; (39) Sweden; (40) Switzerland; (41) Thailand; and (42) Israel.

14. 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. 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.
15. Miscellaneous. The Reseller may not assign its rights or obligations under these Terms without the prior written consent of Check Point. If any provision of these Terms is held to be invalid or unenforceable by a court of competent jurisdiction, that provision of these Terms will be enforced to the maximum extent permissible to effect the intent of these Terms, and the remainder of the provisions of these Terms shall remain in full force and effect. The laws of the State of Israel shall govern all issues arising under or relating to these Terms, without giving effect to the conflict of laws principles thereof. All disputes arising under or relating to these Terms shall be resolved exclusively in the appropriate court located in Tel Aviv-Yafo district, Israel. These Terms will not be governed by the United Nations Convention on Contracts for the International Sales of Goods, the application of which is expressly excluded. These Terms, the End-User License Agreement and the documents incorporated herein set forth the entire understanding and agreement between the Reseller and Check Point regarding matters hereof and may be amended only in writing signed by both parties. The Reseller agrees that Check Point may revise these Terms at any time by providing a notice to the Reseller or publishing the updated Terms at Check Point’s website. The Reseller agrees that its continued offering, resale and/or provisioning of the Services after such revisions have been made will constitute the Reseller’s acceptance of such revised Terms.