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SOFTLAYER RESELLER AGREEMENT(FINAL US Version 2015-5-19)PLEASE READ CAREFULLY: THIS SOFTLAYER RESELLER AGREEMENT (this“Agreement”) is between SoftLayer Technologies, Inc., an IBM Company (“SoftLayer”), and theindividual or entity identified below or in the Account Information (as defined below) provided toSoftLayer (“Reseller”) and provides the terms under which Reseller may resell certain SoftLayerServices (as defined below) to Reseller’s Customers (as defined below).Reseller hereby represents that Reseller is an individual domiciled in, or a corporate entity (whetherpartnership, corporation or limited liability company) formed in, the United States (if Reseller is notsuch person or entity, then a different agreement is applicable and must be used.)BY CLICKING OR CHECKING THE BOX PRESENTED WITH THIS AGREEMENT ORORDERING THE SERVICES, OR BY EXECUTING THIS AGREEMENT,, SOFTLAYER ANDRESELLER (COLLECTIVELY, THE “Parties” AND EACH A “Party”) HERETO AGREE THAT(1) THE PARTIES HAVE ACCEPTED THIS AGREEMENT IN ITS ENTIRETY AND AGREE TOBE BOUND BY IT, (2) THE INDIVIDUAL WHO AGREES TO THIS AGREEMENTREPRESENTS AND WARRANTS THAT HE OR SHE HAS THE AUTHORITY TO BINDRESELLER, AND (3) THIS AGREEMENT CONSTITUTES A BINDING AND ENFORCEABLEOBLIGATION BETWEEN THE PARTIES.1.DEFINITIONS.1.1 “Actionable Breach” means a party’s violation or breach of this Agreement (including the AUP andthe Trademark Terms), any Customer’s breach of its applicable Customer Agreement, Customer End UserAgreement, or the AUP.1.2 “Account Information” means Reseller’s or Customer’s billing information, contact information,payment information and such other information defined as “Account Information” in the SoftLayer Portal.1.3 “Affiliate” means any legal entity that an entity controls, that controls an entity, or that is undercommon control with an entity. For purposes of this definition, “control” shall mean beneficial ownershipof the securities entitled to vote in the election of directors (or, in the case of an entity that is not acorporation, the election of the corresponding management authority) in the entity of (i) more than fiftypercent (50%) of the securities or (ii) such lesser percentage of securities as is the maximum ownershippermitted in the country where the entity exists.1.4 “AUP” means the SoftLayer Acceptable Use Policy, the current version of which is located atwww.softlayer.com/about/legal (or such other location as SoftLayer may designate from time to time).1.5 “Confidential Information” means all of SoftLayer’s, Reseller’s or Customer’s non-publicinformation, whether written or otherwise, disclosed to a party under this Agreement that the receivingparty knows or reasonably should know is considered confidential.1.6 “Customer” means either a Remarketer or an End User, including without limitation any city, county,state, federal or tribal governmental authority, to whom Reseller has resold one or more SoftLayer Services,and has entered into a Customer Agreement with the Reseller.1.7 “Customer Agreement” means the required written terms of service between Reseller and itsCustomers for SoftLayer Services that: (i) is at least as restrictive and protective of SoftLayer’s rights asthis Agreement; (ii) makes no representations or warranties on SoftLayer’s behalf; (iii) does not grant anyrights in or to the SoftLayer Services to Customer beyond the scope of those contained in this Agreement;SoftLayer Reseller Agreement (Final US Version 2015-5-19)Page 1 of 30
(iv) limits SoftLayer’s liability to at least the same extent as this Agreement; (v) specifies that SoftLayershall be a third-party beneficiary of the Customer Agreement with the authority to enforce its terms andconditions; (vi) requires Customers to agree to comply with the terms of the AUP; and (vii) requires anyCustomer that wants to use the Trademarks in Promotional Materials to enter into a SoftLayer TrademarkLicense Agreement with SoftLayer and submit all proposed uses of the Trademark in Promotional Materialsto Reseller for SoftLayer’s review and approval prior to any use.1.8"Customer Content" means all data, software and information, including, without limitation, datatext, software, scripts, video, sound, music, graphics and images that are created, uploaded or transferredin connection with the SoftLayer Services by Resellers, Customers, or Customer End Users.1.9“Customer End User” means a third party which acquires SoftLayer Services from a Remarketerfor its own use and not for resale and which may be an End User of a Customer Offering or a ResellerOffering, and has entered into a Customer End User Agreement with the Remarketer.1.10 “Customer End User Agreement” means the required written terms of service between Customerand Customer End User that: (i) is at least as restrictive and protective of SoftLayer’s rights as thisAgreement; (ii) makes no representations or warranties on SoftLayer’s behalf; (iii) does not grant any rightsin or to the SoftLayer Services to Customer End Users beyond the scope of those contained in thisAgreement; (iv) limits SoftLayer’s liability to at least the same extent as the this Agreement; (v) specifiesthat SoftLayer shall be a third-party beneficiary of the Customer End User Agreement with the authority toenforce its terms and conditions; (vi) requires Customer End User to agree to comply with the terms of theAUP and any addenda to this Agreement; and (vii) requires any Customer End User that wants to use theTrademarks in Promotional Materials to enter into a SoftLayer Trademark License Agreement withSoftLayer and submit all proposed uses of the Trademark in Promotional Materials to Reseller (or via theCustomer End User’s Remarketer, where applicable) for SoftLayer’s review and approval prior to any use.1.11 “Customer Information” means any data or information in the care, custody or control of SoftLayeror a third party acting on SoftLayer’s behalf: (a) provided to SoftLayer by Customer, Customer End User,or Reseller on behalf of Customer or Customer End User; or (b) created, stored, processed or transmittedas a result of the SoftLayer Services pursuant to this Agreement, including without limitation, PII(hereinafter defined). Customer Information may also include proprietary information, intellectual propertyand/or trade secrets, and metadata related thereto, including Customer Content and ConfidentialInformation of Customer or Customer End User provided by Reseller.1.12 “Customer Offering” means services created by Customer based in whole or in part on the SoftLayerServices.1.13 “End User” means a third party which acquires SoftLayer Services for its own use and not for resaleand which may be an End User of a Reseller Offering.1.14 “Feedback” means any and all suggestions, comments, improvements, or other feedback about theSoftLayer Services that Reseller or Customers provide to SoftLayer either directly or indirectly.1.15 “Fees” means the fees payable by Reseller to SoftLayer under this Agreement, as further describedin Section 5 below.1.16 “Flow-Through Provisions” mean the terms of agreements for services provided by certain thirdparties who require that certain terms are included in the Customer Agreement and Customer End UserAgreement. The Flow-Through Provisions apply only to the relevant services provided by those certainthird parties. Such services provided by third parties are part of the SoftLayer Services and are subject tothe terms of the Customer Agreement and Customer End User Agreement, as well as the Flow-ThroughProvisions.SoftLayer Reseller Agreement (Final US Version 20145-5-19)Page 2 of 30
1.17 “Initial Term” means the period commencing on the Effective Date and continuing until the firstReseller Renewal Date, unless terminated as provided in Section 16.1.18 "Order" means Reseller’s selection of the SoftLayer Services which may include a new order for aSoftLayer Service or an upgrade or a downgrade of a SoftLayer Service for a Customer or a Customer EndUser. Each Order must be placed through the SoftLayer Portal or such other method designated bySoftLayer from time to time.1.19 “PII” means any personally identifiable information relating to any individual that accesses and/oruses the SoftLayer Services.1.20 “Privacy Agreement” means the terms governing the use of PII, the current version of which islocated at www.softlayer.com/about/legal (or such other location as SoftLayer may designate from time totime).1.21 “Private Network” means the term as described in the AUP.1.22 “Prohibited Content” means Customer Content that is illegal or unauthorized, including but notlimited to violations of the AUP.1.23 “Promotional Materials” means the term as defined in the Trademark Terms.1.24 “Public Network” means the term as described in the AUP.1.25 “Remarketer” means a business entity that acquires the SoftLayer Services from Reseller for thepurpose of marketing to Customer End Users.1.26 “Renewal Term” means the period commencing after the last day of the Initial Term or the RenewalTerm and extending until the next Reseller Renewal Date unless terminated as provided in Section 16.1.27 “Reseller Offering” means services created by Reseller based in whole or in part on the SoftLayerServices.1.28 “Reseller Renewal Date” means the date of the month of the Effective Date except as provided inthis definition. For example, if the Effective Date is May 20, 2012, then the Reseller Renewal Date is the20th of each calendar month. If the Reseller Renewal Date is a date in a calendar month which does notexist in each calendar month, then the Reseller Renewal Date shall be the last date of such month (i.e., ifthe Reseller Renewal Date is the 30th, then in February, the Reseller Renewal Date shall be either February28 or 29, depending on the year).1.29 “Service Level Agreement" means the Service Level Agreement, the current version of which islocated at www.softlayer.com/about/legal (or such other location as SoftLayer may designate from time totime).1.30 “Site” means www.softlayer.com (or such other location as SoftLayer may designate from time totime).1.31 “SLA Credits” mean the credits for applicable qualifying service downtime as described in theService Level Agreement.1.32 “SoftLayer Portal” means SoftLayer’s web portal at https://control.softlayer.com/ (or such otherlocation as SoftLayer may designate from time to time) or the “SoftLayer Application ProgrammingInterface”.SoftLayer Reseller Agreement (Final US Version 20145-5-19)Page 3 of 30
1.33 “SoftLayer Services” means computer infrastructure and related services selected by Resellerpursuant to Section 4.5 that SoftLayer makes available to its customers from time to time.1.34 “Term” means the Initial Term and all Renewal Terms.1.35 “Third Party Services” means services which are provided by third parties directly to Customers.The definition of SoftLayer Services does not include Third Party Services.1.36 “Time-Based Services” means the SoftLayer Services that SoftLayer offers in increments basedupon the amount of time the Services are to be used.1.37 “TPS Agreements” means agreements for Third Party Services which are directly between theCustomer and the provider of the Third Party Services. These agreements are separate and independentfrom this Agreement, and the Customer Agreement. SoftLayer is not a party to these agreements.1.38 “Trademarks” means the SoftLayer trademarks identified in the Trademark Terms.1.39 “Trademark Terms” mean the SoftLayer Trademark License Agreement, the current version ofwhich is attached to this Agreement as Exhibit A.2.SOFTLAYER OBLIGATIONS.2.1 Responsibilities of SoftLayer. SoftLayer represents and warrants that, during the Term, SoftLayerwill: (1) implement and maintain commercially reasonable security measures consistent with all applicableprivacy and data security laws and regulations and relevant industry standards subject to and in accordancewith Section 3.2 hereof; (2) immediately notify Reseller if SoftLayer becomes aware of any actual orreasonably suspected unauthorized use of or access to SoftLayer’s systems or access or theft of CustomerInformation, an inability to access such systems or information due to a malicious use, attack or intrusion,unauthorized use of information by a third party for purposes of theft, fraud or identity theft, unauthorizeddisclosure or alteration of information, and/or transmission of malicious code (collectively, “SecurityBreach”); (3) in the event that SoftLayer becomes aware of a Security Breach, conduct an investigation ofthe reasons for and circumstances surrounding the breach, use best efforts and take necessary actions toprevent, contain, and mitigate the impact of the breach, provide immediate (within 24 hours) written noticeto Reseller after discovery of a breach, collect and preserve all evidence concerning the discovery, cause,vulnerability, exploit, remedial actions and impact related to the breach, document the incident responseand remedial actions taken, and provide specific detail of what information may have been compromised;and (4) not use any Customer Information provided by Customer or Reseller for purposes other than toprovide SoftLayer Services.2.2 Provision of Services. Contingent on SoftLayer’s acceptance of an Order and subject to Reseller’scompliance with the terms of this Agreement, and Reseller’s Customer’s compliance with the terms of theapplicable Customer Agreement and the AUP, and Customer End Users’ compliance with applicableCustomer End User Agreements and the AUP, SoftLayer agrees to use reasonable commercial efforts toprovide the SoftLayer Services consistent with the terms of the Service Level Agreement. SoftLayer retainsthe right to reject a request for SoftLayer Services by any individual or entity in its sole discretion. SoftLayermay change, withdraw, add, modify, re-price or remove features or functionality from the SoftLayerServices upon 90 days’ notice to Reseller provided through the SoftLayer Portal. If SoftLayer withdrawsSoftLayer Services which Customer has ordered, SoftLayer will continue to provide such SoftLayerServices for the remainder of the Term or for 12 months from the effective date of withdrawal, whicheveris earlier. However no withdrawn SoftLayer Services may be ordered after the effective date of withdrawal.It is the Reseller’s responsibility to review the SoftLayer Portal for such notices on a frequent basis. IfCustomer or Customer End User continues to use the SoftLayer Services following any such modification,such use will be deemed acceptance of such modification by Reseller and its Customer and Customer EndSoftLayer Reseller Agreement (Final US Version 20145-5-19)Page 4 of 30
User. The Third Party Services are provided by the relevant third parties and SoftLayer is not responsiblefor the provision of Third Party Services.3.PRIVACY AND SECURITY.3.1 Collection of PII. SoftLayer’s collection and use of Reseller’s PII is governed by the PrivacyAgreement. Reseller acknowledges that SoftLayer does not collect PII of Customers or Customer EndUsers and that any such collection (and any liability connected with such collection) is the soleresponsibility of Reseller. Reseller authorizes SoftLayer and International Business Machines Corporation(“IBM”) and its subsidiaries (and their successors and assigns, contractors and IBM Business Partners) tostore and use Reseller’s contact information and any of Reseller’s Customers’ or Customer End Users’business contact information that Reseller provides to SoftLayer wherever they do business, in connectionwith the SoftLayer Services or in furtherance of SoftLayer’s business relationship with Reseller. Ifinformation Reseller provides to SoftLayer includes personal data, Reseller will obtain any consents neededso that SoftLayer can use the information for the intended purpose.3.2 Security. SoftLayer agrees to maintain reasonable and appropriate measures related to physicalsecurity and network security to protect Customer Content. SoftLayer’s security controls meet industrystandards and include logical and physical mechanisms that restrict access between virtual local accessnetworks (“VLANs”) (VLAN-hopping) and access between the production environment and corporateenvironment.Reseller, Customer, and/or Customer End User shall be responsible for the security and integrity of theCustomer Content – both at rest and in transit – including data maintenance, integrity, retention, security,and backup of the Customer Content. If Reseller, Customer, or Customer End User transfers or is otherwiseinvolved in the transfer of any Customer Content over the Public Network or Private Networks, thenReseller, Customer, and/or Customer End User (as applicable) are solely responsible for compliance withany applicable laws, rules and regulations in any and all applicable regions or countries regarding thesecurity, privacy, legality and/or safe handling of such Customer Content.4.APPOINTMENT AND RESPONSIBILITIES OF RESELLER.4.1 Appointment of Reseller. Subject to Reseller’s compliance with the terms and conditions set forthin this Agreement, SoftLayer hereby appoints Reseller as its reseller, with the non-exclusive right to resell,offer to resell and support the SoftLayer Services to Customers who enter into a Customer Agreement andCustomer End Users who enter into a Customer End User Agreement. Reseller hereby accepts suchappointment. Reseller shall be responsible for all billing to and collection of fees from Customers andCustomer End Users, and Reseller payments to SoftLayer are not dependent on Reseller’s receipt ofpayment by Customer or Customer End User. For the purposes of this Section 4.1, Reseller shall includeReseller’s public sector Affiliate(s) for sales to public sector Customers.4.2Responsibilities of Reseller. Reseller represents and warrants that it shall during the Term:A. Enter into a Customer Agreement for each Customer and, if applicable, inform Customers of theirobligation to enter into Customer End User Agreements for each Customer End User in accordancewith Sections 1.7, 1.10, and 8.1.1;B. Use its reasonable efforts to establish, promote and maximize sales of the SoftLayer Services;C. Maintain, at its own expense, an adequate place or places of business and sufficiently trained andqualified personnel: (i) for presentation and promotion of the SoftLayer Services to Customers andCustomer End Users for the purpose of promoting sales of the SoftLayer Services; (ii) for trainingSoftLayer Reseller Agreement (Final US Version 20145-5-19)Page 5 of 30
Customers and Customer End Users in the use of the SoftLayer Services; and (iii) to otherwise meet itsobligations hereunder;D. Conduct its business so as to maintain the goodwill and reputation of SoftLayer and to reflectfavorably on SoftLayer, the Trademarks and the SoftLayer Services at all times. Reseller shall notengage in any unfair or deceptive business practices with respect to the SoftLayer Services or otherwise;E. (i) comply with all applicable laws, rules and regulations, including, without limitation, the ForeignCorrupt Practices Act and related international anti-corruption laws and the Digital MillenniumCopyright Act and related copyright laws; (ii) pay the Fees for the SoftLayer Services when due; (iii)use reasonable security precautions for providing access to the SoftLayer Services by its employees,Customers, Customer End Users, and individuals to whom Reseller provides access; (iv) cooperatewith SoftLayer’s investigation of outages, security problems, and any suspected Actionable Breach; (v)comply with all applicable license terms or terms of use for any software, content, service or website(including Customer Content) which Reseller uses or accesses when using or providing access to theSoftLayer Services; (vi) give SoftLayer true, accurate, current, and complete Account Information; (vii)keep Reseller’s Account Information up to date; (viii) be responsible for the use of the SoftLayerServices by Customer and Customer End Users; (ix) comply with any applicable TPS Agreements andensure compliance by Customers and Customer End Users; and (x) use commercially reasonable effortsto prevent unauthorized access to or use of the SoftLayer Services and immediately notify SoftLayerof any known or suspected unauthorized use of Reseller’s account, Customer’s account and CustomerEnd User’s account, the SoftLayer Services or any other breach of security. Customer and CustomerEnd User may not use the SoftLayer Services in any situation where failure or fault of the SoftLayerServices could lead to death or serious bodily injury of any person, or to physical or environmentaldamage. For example, Customers and Customer End Users may not use, or permit any other person touse, the SoftLayer Services in connection with aircraft or other modes of human mass transportation,nuclear or chemical facilities, or Class III medical devices under the Federal Food, Drug and CosmeticAct;F. Respond to all SoftLayer, Customer, Customer End User, or third party reports that any ProhibitedContent is being stored or hosted on the SoftLayer Services that Reseller provides to Customers.Reseller agrees to immediately take down, delete or modify any Prohibited Content (which shall includeCustomer Content that SoftLayer, in its sole discretion, determines to be Prohibited Content) that isbrought to its attention, including pursuant to a take-down, deletion or modification request fromSoftLayer. In the event that Reseller does not immediately comply with a request from SoftLayer totake down, delete or modify Prohibited Content, SoftLayer reserves the right to suspend and/orterminate public and/or Reseller access to the SoftLayer Services on which the Prohibited Contentresides. SoftLayer reserves the right, at any time in its sole discretion, to suspend or terminate accessto SoftLayer Services on which Prohibited Content resides based upon a determination by SoftLayerthat Customer Content constitutes Prohibited Content. Reseller acknowledges that SoftLayer has noobligation to monitor access to or use of the SoftLayer Services or to review, remove or edit anyCustomer Content;G. Reseller acknowledges that SoftLayer is a subsidiary of IBM and accordingly Reseller agrees tocomply with the IBM Code of Conduct (“Code of Conduct”), a current version of which is availableat the Internet website: /pub join memctr agreement code.html. IBMmay change the Code of Conduct at any time by posting a revised Code of Conduct on the abovewebsite or by providing Reseller with notice as otherwise provided in this Agreement. Resellerrepresents that it has read the Code of Conduct and agrees to monitor the website regularly for changesto the Code of Conduct. Such changes are effective immediately when they are posted to the website.Further, Reseller agrees to require its Customers who are Remarketers to comply with the Code ofConduct; andSoftLayer Reseller Agreement (Final US Version 20145-5-19)Page 6 of 30
H. Reseller agrees to give SoftLayer prompt written notice (unless precluded by law or regulation) ofany material, adverse change or anticipated change in Reseller’s financial condition, business structure,or operating environment. Upon notification of such change (or if Reseller fails to give notice of suchchange), SoftLayer may, in its sole discretion, terminate this Agreement immediately by written noticeto Reseller effective the day specified in such notice.4.3 Reseller Relationship. Reseller is currently in the business of providing various products andservices to third parties who might also use SoftLayer Services. This is a non-exclusive Agreement withno territorial rights. Neither party is a legal representative or legal agent of the other, nor legally a partnerof the other (for example, neither party is responsible for debts incurred by the other), and neither party isan employee or franchisee of the other, nor does this Agreement create a joint venture between the parties.Both parties further agree that this Agreement does not establish an agency, or create any relationship ofmaster and servant or principal and agent or sales representative between the parties. The parties shall notuse the terms “franchise,” “agent”, “sales agency”, “sales representative”, “joint venturer”, “co-venturer”,or “partnership” to describe the relationship between the parties under this Agreement. Each party isresponsible for its own expenses regarding fulfillment of its responsibilities and obligations under the termsof this Agreement. Neither party will assume or create any obligations on behalf of the other or make anyrepresentations or warranties about the other, other than those authorized. Each party is an independentcontractor under this Agreement and acknowledges that it does not have any authority to act for or in thename of the other party in any manner whatsoever. SoftLayer reserves the right to sell directly to any thirdparty or end user and SoftLayer may have other resellers, distributors or other parties that operate in thesame or similar capacity in SoftLayer’s discretion. SoftLayer makes no promises or representationswhatsoever as to the amount of business Reseller can expect at any time under this Agreement.4.4 Limits of Authority. Reseller shall not, without in each case the express prior written approval froman authorized representative of SoftLayer obtained as set forth in Section 18.2 below, take any of thefollowing actions:A. Make any representations, warranties or commitments on behalf of SoftLayer;B. Make any representations or warranties in respect of the SoftLayer Services, except as approvedby SoftLayer and provided in the Customer Agreement, or alter, remove, modify or obfuscate anyconfidentiality legends or proprietary notices placed on or contained within the SoftLayer Services; orC. Delegate or subcontract any of its activities or obligations under this Agreement.SoftLayer Reseller Agreement (Final US Version 20145-5-19)Page 7 of 30
4.5 Use, Resale, Selection and Modification of the SoftLayer Services. Subject to the terms andconditions of this Agreement (including the Term), SoftLayer grants Reseller a non-exclusive, nontransferable, non-sublicenseable (except to the extent required to exercise rights under Section 4.5(b), (c)and (d)), revocable right in the SoftLayer Services to:(a) use and access the SoftLayer Services for internal purposes;(b) use the SoftLayer Services to create, offer and provide Reseller Offerings;(c) permit Reseller’s Customer’s to use and access the SoftLayer Services for internal purposes; and(d) permit Reseller’s Customer’s to use the SoftLayer Services to create, offer and provide CustomerOfferings.Accordingly, Reseller may resell to Customers and select on any such Customer’s behalf (and incoordination with Remarketers on behalf of a Remarketer’s Customer End Users) the SoftLayer Servicesthrough the SoftLayer Portal or through such other process designated by SoftLayer, including theSoftLayer webpages www.agent.softlayer.com and www.agent.usgov.softlayer.com when and if activated(or such other location(s) as SoftLayer may designate from time to time). SoftLayer may accept such Ordersin its discretion and shall give notice to Reseller of acceptance of such Orders through the SoftLayer Portal.For downgrades or cancellation of SoftLayer Services, Reseller must provide SoftLayer with a writtencancellation notice (via cancellation ticket in accordance with the procedures in the SoftLayer Portal) aminimum of 24 hours prior to 00:00:01 CST (GMT-6) on the Reseller Renewal Date. The failure to providethe required 24 hours’ written notice will result in the downgrade or discontinuance of SoftLayer Services(and any corresponding change in Fees) being effective on the following Reseller Renewal Date. AnySoftLayer Services cancelled prior to such 24 hour period will remain accessible to Reseller until theautomated process reclaims the server on the Reseller Renewal Date, at which time the SoftLayer Serviceswill cease to be accessible by Reseller (or, if applicable, Reseller’s Customers).4.6 Data Center Selection, Privacy Laws. During its selection of SoftLayer Services, Reseller mayselect the data center from which the SoftLayer Services will be hosted. Reseller understands andacknowledges the sensitivity and confidentiality of PII which may be stored on or transmitted to and fromthe selected data center, and that such information may be obtained from Customers, Customer End Usersor third parties who are subject to the Gramm-Leach-Bliley Act, the Healthcare Insurance Portability andAccountability Act, EU Member States’ laws promulgated in accordance with the European Data ProtectionDirective, other individual country laws governing the collection, processing, storage, and transmittal ofPII, and/or other applicable data protection and privacy laws, regulations and guidelines (collectively,“Privacy Laws”). Reseller acknowledges the protections afforded by Privacy Laws to PII and agrees tocomply with all legal and contractual requirements relating to the privacy and confidentiality of PIIapplicable to Reseller in the performance of its obligations under this Agreement, and to require itsCustomers and Customer End Users to do the same.4.7 Special Terms for Third Party Services. To the extent Reseller selects Third Party Services underTPS Agreements for use or resale with the SoftLayer Services, SoftLayer is not responsible for such ThirdParty Services and the provider of the Third Party Service is solely responsible for providing such ThirdParty Services. Reseller, and its Customers, and its Remarketers’ Customer End Users, if applicable, areresponsible for complying with all terms of such TPS Agreements. However, Reseller also agrees that thefollowing terms of this Agreement apply to such Third Party Services: Sections 8, 9.3, 11, 12
SoftLayer Reseller Agreement (Final US Version 2015-5-19) . payment information and such other information defined as "Account Information" in the SoftLayer Portal. . 1.5 "Confidential Information" means all of SoftLayer's, Reseller's or Customer's non-public information, whether written or otherwise, disclosed to a party .
