Egnyte Reseller (VAR) Addendum

This Egnyte Reseller (VAR) Addendum (“VAR Addendum”) governs Partner’s resale (VAR) relationship with Egnyte under Egnyte’s Channel Partner Program. References to “VAR” in this VAR Addendum refer to Partner. Capitalized terms used but not defined herein shall have the meaning ascribed in the Egnyte Channel Partner Agreement to which this VAR Addendum is linked (the “Agreement”).

Details on the pricing and offerings available for purchase by VAR can be found in Egnyte’s then-current VAR Program Guide, a current version of which will be provided by Egnyte upon written request.

“Order Form” means Egnyte’s then-current standard form (including an online form for purchases) setting forth the Services, pricing, fees, and payment terms.

• Order Process, Customer Agreement. VAR shall purchase Services via the Order Form process specified by Egnyte, which may include a mutually signed order form or a purchase order following an Egnyte quote (which shall represent a binding commitment upon Egnyte’s receipt and written confirmation). Egnyte provides the Services in accordance with Egnyte's VAR end customer terms and conditions, located at the following link: https://www.egnyte.com/reseller-end-customer-agreement (the “Customer Agreement”). VAR understands and acknowledges that each Customer must execute a Customer Agreement directly with Egnyte before it can access and use the Services, and VAR shall work with Egnyte and each Customer to facilitate the execution of a Customer Agreement prior to purchase.
• Fees, Orders. Fees and payment terms shall be as presented in the relevant Order Form. Except as otherwise mutually agreed in writing, payments from VAR are non-refundable, payable in U.S. dollars, to be made by wire transfer, and due within 30 days from receipt of Egnyte's invoice. Past due amounts not subject to a good faith dispute will incur interest at a rate equal to the lower of: (i) 1.5% per month; or (ii) the highest rate permitted by applicable law. VAR’s initial order for a Customer shall set a baseline commitment to be upheld by VAR for such Customer through the remainder of the applicable Subscription Term. Additional Services purchased by VAR (or consumed by the Customer) shall be added to the amount previously purchased to form a new baseline Services commitment through the remainder of the Subscription Term. VAR acknowledges that Customers may generate overages on Services, and that Egnyte may periodically audit usage to determine if additional fees are due from VAR to Egnyte. VAR may not decrease its Services commitment without Egnyte’s prior written approval (which is at Egnyte’s sole discretion and requires a mutually signed writing).

• Support. Absent Egnyte’s prior written approval, VAR shall not provide direct support for the Services to Customers and may only resell Egnyte’s support services. Egnyte will provide support for the Services directly to Customers.
• GxP Validation. The parties shall execute a statement of work (SOW) for each Egnyte GxP Platform Customer under which Egnyte will perform validation services and create applicable GxP-related documentation. Pricing for such professional services will be scoped by Egnyte’s professional services team on a case-by-case basis and based on Egnyte’s standard rates. The performance of validation services and creation of related documentation by Egnyte may be a condition precedent for a Customer’s compliance when accessing the Egnyte GxP Platform, and VAR acknowledges that its failure to secure these professional services shall be at VAR’s sole risk and liability vis-à-vis both Customers and regulatory authorities. The foregoing is in no manner is intended to exempt Egnyte from properly performing under a validly executed statement of work.

• Term. Unless terminated earlier pursuant to the Agreement, the term of this VAR Addendum will commence on the Effective Date and continue until the termination of all Order Forms hereunder. The subscription term for Services purchased hereunder shall commence upon VAR’s initial purchase date and continue for the period defined in the applicable Order Form (the “Subscription Term”).
• Fees Upon Termination. For any Service properly terminated by a Customer as a result of Egnyte’s material failure to provide the Services that is not remedied within the time allotted to Egnyte under the Customer Agreement, Egnyte will issue to VAR a credit equal to a maximum of the fees paid by VAR to Egnyte; provided, however, that such credit shall not exceed the credit issued by VAR to the Customer, and VAR shall provide Egnyte with sufficient documentation to support and effect VAR’s request for such credit. Should VAR attempt to terminate any Order Form other than for cause prior to the end of its term, Egnyte will not provide VAR with a refund of any pre-paid fees; this, without derogating from Egnyte’s right to bring a claim for all fees VAR is committed to paying under such Order Form, this VAR Addendum, and/or the Agreement, with such fees accelerating and becoming due on the date of termination.