Reseller Addendum

Last Updated: April 11, 2025

This Reseller Addendum (the “Addendum”) is entered into by and between BigID Inc. (BigID) and the reseller entity listed in the Reseller Order (the “Reseller”) as of the subscription start date listed in the Reseller Order (as defined below) to which this Addendum relates.

WHEREAS, the Exclusive Networks (the “Distributor”) distributes BigID’s proprietary data intelligence, privacy and governance Software and related Services (as defined below); and

WHEREAS, BigID and Reseller desire to enter into this Reseller Addendum to govern Reseller’s resale of BigID’s Software and related Services under the Reseller Order.

NOW, THEREFORE, in consideration of the promises and mutual agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, intending to be legally bound hereby, BigID and Reseller agree as follows.

1. DEFINITIONS.  Defined terms used in this Addendum shall have the meanings set forth below:

1.1         “Affiliate” shall mean any entity controlled by, controlling, or under common control with a party to this Addendum during the period such control exist, where “control” means the power to direct the operation, policies and management of an entity through the ownership of more than fifty percent (50%) of the voting securities of such entity, by contract, or otherwise.

1.2         “Applicable Laws” shall mean a party’s compliance with any international, national, state, and local laws, statutes, codes, regulations, orders, directives or similar government requirements of any regulatory, commission, legislative, judicial, or governmental authority applicable to a party’s performance under this Addendum.

1.3         “BigID Property” means any technical information, technology, content, dashboards, screens, document or report templates, techniques, ideas, methods, processes, data, software, algorithms interfaces, utilities, documents, designs, user interfaces, trade secrets, know-how, intellectual property, information or materials of any kind (regardless of form) which has been or is acquired, created, developed or licensed by BigID and any improvement, modification or other derivative works thereof and all Intellectual Property Rights therein; and expressly includes, without limitation, the Software, Documentation and report templates forming a part of the Software.

1.4         “Confidential Information” shall mean confidential or other proprietary information that is disclosed or made available in written, oral or electronic form by or on behalf of BigID or its Affiliates to Reseller in connection with this Addendum, which is identified as confidential at the time of disclosure or which should be reasonably understood to be confidential given the nature of the information and the circumstances surrounding the disclosure, including, without limitation, the BigID Property and information regarding BigID’s business, operations, finances, technologies, software, processes, methodologies, know-how, marketing plans, research and development, pricing, customers, prospects, vendors and other third party relationships.  Confidential Information shall not include information that (a) is publicly known at the time of disclosure or later becomes publicly known through no fault of Reseller, (b) is lawfully received from a third party not bound in a confidential relationship with BigID, (c) is already known to Reseller prior to disclosure by BigID as shown by competent evidence, or (d) was generated independently without use of BigID’s Confidential Information as shown by competent evidence.

1.5         “Documentation” shall mean user manuals, training materials and specifications that are generally made available by BigID to its customers relating to the use of the Software.

1.6         “End User” shall mean the End User that purchases the Software from Reseller for its own internal productive use and not for commercialization or further resale, as identified in the Reseller Order.

1.7         “End User Agreement” or “EULA” shall mean the end user license agreement which provides the terms and conditions governing the use of the Software and Services entered into in writing by and between BigID and the End User.

1.8         “Marks” shall mean all proprietary indicia, trademarks, trade names, symbols, logos and/or brand names adopted from time to time to identify a party, product or service, whether registered or unregistered.

1.9         “Material Decline in Financial Condition” means the occurrence with respect to the End User of any of the following events: declared insolvency issued by a judicial or regulatory body, default on its existing obligations to Reseller and failure to cure such default within sixty (60) days following notice of default, admission in writing by an authorized representative of such End User of its inability to pay its debts as they become due, general assignment and arrangement or composition with or for the benefit of its creditors, commencement of insolvency proceedings (including rehabilitation or restructuring, whether instituted by itself or others against it) which, in the case of any proceeding brought by another party against it, has not been dismissed within 60 days, passing of a resolution for its winding-up, official management, liquidation or dissolution (other than pursuant to a consolidation, amalgamation or merger), appointment of an administrator, provisional liquidator, receiver or similar official over its assets.

1.10       “Reseller Order” means the order form between Reseller and Distributor, under which Reseller is permitted to resell the BigID Software and Services.

1.11       “Software” shall mean the BigID proprietary data privacy and governance software described in the Reseller Order, together with the Documentation and all updates to the Software provided by BigID from time to time in its sole discretion pursuant to its Services (“Updates”).

1.12         “Services” shall mean individually or collectively BigID’s support services as described in BigID’s then current Support Policy and any training, consulting or other professional services to be provided by BigID as set forth in the Reseller Order.

2. RESELLER APPOINTMENT

2.1        Reseller Right to Resell.  Subject to the terms and conditions of this Addendum, during the Term, Reseller is hereby granted a non-exclusive, non-sublicensable, non-transferable right to resell the Software licenses and Services described in the Reseller Order to the End User identified in such Reseller Order, subject to a EULA.  Reseller acknowledges that nothing in this Addendum shall preclude BigID from directly or indirectly marketing, promoting or selling any Software or Services to customers, including without limitation, through OEMs, other resellers or distributors.

2.2         End User Documentation Requirements.

2.2.1     Order Document.  Reseller is required to provide the End User with a corresponding description of the Software and Services ordered (as described in the Reseller Order) in an order entered into directly between End User and Reseller.

2.2.2     EULA. Reseller is authorized to resell the Software and Services to the End User only pursuant to a valid and legally binding EULA entered into by and between BigID and End User. Reseller shall include a written notice in its sales order documentation with the End User substantially in the following form: “End User’s receipt and use of the Software and Services is subject to End User entering into an end user license agreement with BigID and the use of the Software and Services shall be governed by the EULA.”   BigID shall not be obligated to provide an End User with access to or use of the Software or Services until the End User has signed the EULA. Reseller shall provide BigID with documentation that the End User is so bound upon request.

2.2.3     Non-Compliance.  In the event that Reseller fails to comply with the restrictions set forth in this Section 2.2, BigID may, in addition to its other remedies, at its discretion, (i) deny or discontinue support of the Software and Services, (ii) refuse to issue a license key or provide access to the Software, (iii) immediately terminate this Addendum upon written notice to Reseller, and/or (iv) sell the Software and Services directly to such End User.

2.3         License Restrictions.  Reseller shall not attempt to transfer any right, title or interest to the Software itself, or any intellectual property rights therein. Reseller agrees that except as expressly permitted under this Addendum, it will not (i) use, reproduce, modify, create derivative works of, distribute, transfer, disclose, or make available to any third party any portion of the Software in any form; (ii) allow the use of the Software for the benefit of any third party including in any time share, service bureau or other similar model; (iii) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software; (iv) remove any proprietary markings on the Software; or (v) publish or disclose any performance or benchmark tests or analyses relating to the Software or the use thereof. In no event shall Reseller permit an End User to assign, sublicense, distribute or transfer its rights to the Software to other persons except as expressly permitted in the EULA.  Except as expressly stated herein, all right, title and interest to the Software is reserved by BigID.

3. ORDER PROCESS, TERM, AND FEES

3.1    Reseller Orders.  Each Reseller Order shall be specific to the End User named on the Reseller Order, and Reseller shall have the right to sell the Software solely and exclusively to the End User named on the Reseller Order.

3.2    Term and Termination.  This Addendum shall remain in effect for the full subscription term of the Software and Services specified in the Reseller Order (the “Term”).  Purchased Software subscriptions are not cancellable or subject to early termination by End User or Reseller.  This Addendum may be terminated only by BigID in the event Reseller breaches this Addendum and fails to cure such breach within thirty (30) days of BigID’s notice of such breach.  BigID shall not be liable for any damages arising out of termination by BigID in accordance with this Addendum.  Those provisions intended to survive termination or expiration shall survive.  Upon termination or expiration, (i) Reseller will immediately cease all resale activities related to the Software and Services and all use of the BigID Marks, (ii) Reseller shall return to BigID all Confidential Information, Documentation and all other tangible materials related to the Software; and (iii) Reseller shall not be relieved from any payment obligations in the terminated Reseller Order or be entitled to any refund of any amounts paid under the terminated Reseller Order, and, except as set forth in Section 3.3 below, any and all fees payable under the terminated Reseller Order (including fees for the terminated portion of the Reseller Order) shall become immediately due and payable. In the event of termination of the Reseller Order due to Distributor’s material breach, whereby Distributor provides Reseller of written notice that it has assigned its obligations to BigID, Reseller shall not object to such assignment and shall pay BigID or another other distributor as BigID, at BigID’s instruction.

3.3    Material Decline in Financial Condition. In the event of a multi-year Reseller Order containing annual payments, if an End User has experienced a Material Decline in Financial Condition, Reseller will have the right to assign its right to receive all remaining scheduled payments from the End User to BigID and/or the Distributor (at BigID’s determination) and shall thereafter have (i) no obligation to make subsequent payments to Distributor for such End User and (ii) no right to receive any payment from End User corresponding to the subsequent payments, provided that Reseller gives BigID written notice of such assignment for such End User at least sixty (60) days prior to the next anniversary date of End User’s subscription to the BigID Software and Services. For clarity, if Reseller assigns payment(s) to BigID, Reseller shall not be entitled to any fees or any payment of any kind from BigID or End User that would have resulted from the assigned payment(s).  If Reseller notifies BigID of the End User’s failure to pay Reseller for Years 1, 2, or 3, within thirty (30) days after the applicable invoice due date, BigID agrees to correspond with Reseller about BigID’s available remedies.

3.4    Fees. The Software and Services will be sold by Reseller to the End User at a price determined by Reseller in its sole discretion.  Reseller will pay Distributor the fees for the Software and Services in the amounts and in accordance with the payment terms mutually agreed between Reseller and Distributor as set forth in the Reseller Order.

3.5    Records; Right to Audit.  Reseller shall keep complete and accurate books and records, containing information reasonably necessary for the purpose of determining Reseller’s compliance with this Addendum, including but not limited to the amounts owed by Reseller hereunder.  Such books and supporting data shall be made available, upon reasonable notice during the Term and for a period of five (5) years after its termination or expiration, for inspection by BigID or its representatives.

4. GOOD CONDUCT TERMS

4.1    Representation of BigID Software.  Reseller shall represent the Software accurately and fairly, consistent with the Documentation, and shall not make representations of functionality or performance with regard to the Software which are inconsistent with the materials furnished by BigID.  Reseller shall conduct its business in accordance with high ethical business practices and in a manner that will reflect favorably on BigID and the Software.  Reseller shall not make any representations, warranties, or enter into any obligations of any kind, on behalf of BigID, or purport to be authorized to do so.

4.2    Compliance with Applicable Laws.  Reseller shall comply with all Applicable Laws in connection with its business operations and performance under this Addendum. Without limiting the foregoing, Reseller shall take no action and make no payment in violation of, or which may cause BigID or any of its global affiliates or its or their directors, officers, employees, or agents to be in violation of the Foreign Corrupt Practices Act of 1977, as amended, the UK Bribery Act 2010, or comparable anti-bribery or anti-corruption laws in any jurisdiction. Reseller shall comply with applicable export laws and regulations in connection with the performance of its obligations.

5. INTELLECTUAL PROPERTY RIGHTS AND CONFIDENTIALITY.  BigID owns all right, title and interest to the BigID Property and all intellectual property rights therein.   All rights (including all intellectual property rights) to and/or with respect to the Software not expressly licensed by BigID hereunder, are retained and reserved by BigID and its licensors. During the Term, and thereafter until such information no longer meets the definition of Confidential Information as set forth herein, Reseller shall retain in confidence, and not use except for the purpose of performing its obligations under this Addendum, the Confidential Information of BigID. Reseller will use the same degree of care and discretion (but not less than reasonable care) to avoid disclosure or dissemination of BigID’s Confidential Information as it uses with its own information of a similar nature.  Except as authorized in this Addendum, Reseller will not disclose the Confidential Information of BigID to a third party other than to its or its Affiliates’ respective employees, contractors, advisors, or agents in connection with its performance of this Addendum and Reseller shall be liable to BigID for any violation of this Addendum by such persons.

6. TRADEMARKS AND TRADE NAMES.  Reseller shall resell the Software and Services under the BigID Marks.  Reseller shall have the limited revocable right to use BigID’s Marks to advertise and identify the Software and Services solely in connection with the Reseller Order and shall not otherwise use the BigID Marks without BigID’s prior written approval.  Reseller shall add the appropriate trademark symbol or designation to the Marks, which for BigID is the registered trademark symbol ®.  Except as set forth in this Section 6, nothing contained in this Addendum shall grant to Reseller any right, title or interest in BigID’s Marks.  Reseller agrees not to register, nor attempt to register, any trademark which may be confusingly similar to the BigID Marks in any jurisdiction.

7. WARRANTY DISCLAIMER.  AS BETWEEN RESELLER AND BIGID, BIGID PROVIDES THE SOFTWARE AND SERVICES HEREUNDER “AS IS” AND DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY BASED ON COURSE OF DEALING, USAGE OR TRADE PRACTICE, AND ANY WARRANTIES AS TO THE ACCURACY OR COMPLETENESS OF DATA OR INFORMATIONAL CONTENT, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.  BIGID DOES NOT WARRANT OR GUARANTEE THAT THE OPERATION OR USE OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT ALL ERRORS IN THE SOFTWARE WILL BE CORRECTED OR THAT THE SOFTWARE WILL MEET THE END USER’S REQUIREMENTS.

8. RESELLER INDEMNIFICATION. Reseller will defend, at its expense, any claim or action brought against BigID and/or its Affiliates or their respective officers, directors, employees, contractors or agents by a third party to the extent that it is based on (i) Reseller’s violation of Applicable Law; (ii) Reseller’s misrepresentation, fraud, gross negligence or willful misconduct; and (iii) any software or services, other than the BigID Software and Services, which are provided by Reseller to an End User;  and Reseller will indemnify and hold BigID and the BigID indemnified parties harmless from and against any costs, damages, claims, liability, loss, expense and fees (including reasonable attorney’s fees) incurred in connection with such claim.  In addition, Reseller shall indemnify and hold BigID and the BigID indemnified parties harmless from and against any costs, damages, claims, liability, loss, expense and fees (including reasonable attorney’s fees) arising from Reseller’s failure to comply with Section 2.2 (End User Documentation Requirements).

9. LIMITATION OF LIABILITY.  TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (I) BIGID’S TOTAL AGGREGATE LIABILITY ARISING OUT OF THIS ADDENDUM AND THE SOFTWARE AND SERVICES SHALL BE LIMITED TO THE TOTAL OF THE AMOUNT PAID AND PAYABLE TO BIGID FOR THE SOFTWARE ON AN ANNUALIZED BASIS WITH RESPECT TO THE RESELLER ORDER; AND (II) IN NO EVENT SHALL BIGID BE LIABLE FOR ANY PUNITIVE, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR OTHER INDIRECT DAMAGES INCLUDING WITHOUT LIMITATION, LOST PROFITS OR LOSS OR DAMAGE TO DATA OR SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  NOTHING CONTAINED HEREIN SHALL LIMIT BIGID’S RIGHTS OR REMEDIES UNDER STATUTORY LAW FOR VIOLATION OF ITS INTELLECTUAL PROPERTY RIGHTS.

TERM AND TERMINATION

10. CHOICE OF LAW AND ATTORNEYS’ FEES

10.1  Choice of Law. If Reseller is located in the United States, then this Addendum is governed by and construed in accordance with the laws of the State of New York without regard to its conflict of laws principles, and any legal action or proceeding arising out of or related to this Addendum will be instituted exclusively in the courts of New York County, New York, where each party irrevocably submits to the exclusive jurisdiction of such courts in any action or proceeding. If Reseller is located outside the United States, then this Addendum is governed by and construed in accordance with the laws of England & Wales, without regard to its conflict of laws principles, and any legal action or proceeding arising out of or related to this Addendum will be instituted exclusively in London, England, where each party irrevocably submits to the exclusive jurisdiction of such courts in any action or proceeding.

10.2  Attorneys’ Fees. In the event of any litigation or other proceeding arising out of or connected with this Addendum, the prevailing party shall be entitled to recover its reasonable attorney’s fees and costs of litigation.

10.3. No Waiver. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing signed by BigID.