MSP Partner Agreement.

1. Definitions

In this MSP Partner Agreement ("Agreement"), the following terms shall have the meanings set forth below:

• "Company," "we," "us," or "SpoofWard" refers to T&C Technologies LTD, an Israeli company, trading as SpoofWard, operating the platform at spoofward.com.
• "Partner," "you," or "your" refers to the business entity or individual that has been accepted into the SpoofWard MSP/Reseller Program.
• "Client" refers to any end-user or customer of the Partner who accesses or benefits from SpoofWard Services through the Partner's account.
• "Platform" refers to the SpoofWard web application, APIs, dashboards, and all related tools and infrastructure available at spoofward.com.
• "Services" refers to the email security monitoring, DMARC analysis, DNS intelligence, threat detection, and all other functionality provided by the Platform.
• "White-Label Services" refers to the ability to rebrand and present the Platform under the Partner's own brand identity, as permitted by the Partner's subscription plan.
• "MSP Plan" refers to any of the SpoofWard subscription plans designed for managed service providers and resellers, including MSP Starter, MSP Growth, MSP Business, and MSP Enterprise.
• "Confidential Information" refers to any non-public information disclosed by either party, including pricing, technical specifications, business strategies, and customer data.

2. Eligibility & Application

To be eligible for the SpoofWard MSP/Reseller Program, you must meet the following requirements:

• You must be a legally registered business entity in your jurisdiction of operation. Individual consumer accounts are not eligible for MSP plans.
• You must provide accurate and complete business information during the application process, including your company name, registration number, business address, and primary contact details.
• You must have a legitimate business need for reselling or managing email security services on behalf of third-party clients.

All MSP Partner applications are subject to review and approval by SpoofWard at our sole discretion. We reserve the right to reject any application without providing a reason. Acceptance into the program is not guaranteed and may be conditioned upon additional verification of your business credentials.

SpoofWard may request supporting documentation such as proof of business registration, references, or a description of your intended use case before approving your application.

By submitting an application, you represent and warrant that all information provided is truthful, accurate, and complete, and you agree to promptly update SpoofWard if any of this information changes.

3. Partner Obligations

As a SpoofWard MSP Partner, you agree to the following obligations:

• Accurate Information: You shall provide and maintain accurate, current, and complete information in your Partner account, including business details, billing information, and contact details.
• Client Relationships: You are solely responsible for establishing and maintaining relationships with your Clients. You shall serve as the primary point of contact for your Clients regarding the Services and shall handle all first-level support inquiries.
• Legal Compliance: You shall comply with all applicable local, national, and international laws and regulations in connection with your use of the Platform and your resale of the Services, including but not limited to data protection, privacy, anti-spam, and consumer protection laws.
• Pricing Integrity: You shall not resell the Services below your cost or at prices that are deceptive, misleading, or intended to undermine the market for SpoofWard Services. SpoofWard reserves the right to establish minimum resale pricing guidelines.
• No Misrepresentation: You shall not misrepresent the capabilities, features, or limitations of SpoofWard Services to your Clients or prospective Clients. All marketing and sales materials describing the Services must be accurate and not misleading.
• Security Practices: You shall implement and maintain reasonable security measures to protect your account credentials, Client data, and any Confidential Information received from SpoofWard.
• Acceptable Use: You shall ensure that your use of the Platform, and the use by your Clients, complies with the SpoofWard MSP Acceptable Use Policy at all times.
• Prompt Communication: You shall promptly inform SpoofWard of any security incidents, suspected breaches, or material changes to your business that may affect your participation in the MSP Program.

4. Licensing & White-Label Rights

Subject to the terms of this Agreement and your active MSP subscription, SpoofWard grants you a limited, non-exclusive, non-transferable, revocable license to:

• Access and use the Platform for the purpose of managing email security services on behalf of your Clients.
• Resell access to the Services to your Clients under your own brand or under the SpoofWard brand, as applicable to your MSP Plan.

White-Label Branding: Partners subscribed to MSP Growth plans and above are granted permission to use the white-label features of the Platform. This includes the ability to customize the dashboard appearance, email notifications, and reports with the Partner's own branding elements (logo, colors, domain). White-label branding is subject to the following conditions:

• You may not remove or obscure any legally required attributions or disclaimers.
• White-label rights apply only to the presentation layer of the Platform. You may not modify, alter, or create derivative works of the underlying software, algorithms, or infrastructure.
• SpoofWard reserves the right to require a "Powered by SpoofWard" or similar attribution on white-labeled interfaces, at our discretion and as specified in your plan terms.

No Sublicensing: You may not sublicense, transfer, or assign your rights under this Agreement to any third party. You may not grant any third party the right to resell the Services unless that third party has entered into their own MSP Partner Agreement with SpoofWard.

Intellectual Property Retention: SpoofWard retains all right, title, and interest in and to the Platform, Services, and all related intellectual property, including but not limited to software, algorithms, trade secrets, trademarks, and copyrights. Nothing in this Agreement transfers any ownership rights to the Partner.

5. Client Management

As an MSP Partner, you are granted tools and capabilities to manage multiple Clients through your Partner dashboard. The following terms govern Client management:

• Client Support: You are responsible for providing first-level technical support to your Clients. SpoofWard provides second-level and platform-level support to Partners, not directly to Partner Clients (unless otherwise agreed in an MSP Enterprise arrangement).
• Platform Access: SpoofWard provides the Partner with a multi-tenant dashboard for managing Client accounts, domains, configurations, and reports. The specific features available depend on your MSP Plan tier.
• Client Pricing: You are free to set your own pricing for the Services you provide to your Clients. SpoofWard does not dictate or control your retail pricing, except as set forth in Section 3 regarding pricing integrity.
• Client Onboarding: You are responsible for onboarding your Clients to the Platform, including domain verification, DNS configuration guidance, and initial setup. SpoofWard provides documentation and resources to assist with this process.
• Client Data Ownership: Client data remains the property of the respective Client. You and SpoofWard act as processors of Client data in accordance with the Data Protection section of this Agreement.
• Client Removal: You may add or remove Clients from your Partner account at any time, subject to any applicable billing implications. Upon Client removal, the Client's data will be handled in accordance with our data retention policies.

6. Billing & Payment

The following terms govern billing and payment for the MSP Program:

• Subscription Fees: MSP Plans are offered on a monthly or annual subscription basis. Fees are based on the selected plan tier and the number of Client accounts or domains managed. Current pricing is available on the SpoofWard website or from your account manager.
• Auto-Renewal: Subscriptions automatically renew at the end of each billing cycle (monthly or annually) unless cancelled by the Partner before the renewal date. You may cancel auto-renewal through your account settings or by contacting support.
• Payment Processing: Payments are processed through our authorized payment processors, including LemonSqueezy and Stripe. By subscribing, you agree to the payment processor's terms of service. SpoofWard does not store your full payment card details.
• Late Payments: If a payment fails or is overdue, SpoofWard will attempt to process the payment again and notify you. If payment remains outstanding for more than 14 days, we reserve the right to suspend your account and all associated Client accounts until the balance is settled. Continued non-payment for more than 30 days may result in termination of this Agreement.
• Price Changes: SpoofWard reserves the right to modify subscription pricing. We will provide at least 30 days' written notice (via email to the address on file) before any price increase takes effect. Price changes will apply at the start of your next billing cycle following the notice period. If you do not agree with a price change, you may cancel your subscription before the new pricing takes effect.
• Taxes: All fees are exclusive of applicable taxes, duties, and levies. You are responsible for paying any taxes associated with your use of the Services, except for taxes based on SpoofWard's net income.
• Refunds: Refund requests are handled in accordance with the SpoofWard MSP Refund Policy, which is incorporated into this Agreement by reference.

7. Data Protection & Privacy

Both parties acknowledge the importance of data protection and commit to handling personal data in compliance with applicable data protection laws, including the EU General Data Protection Regulation (GDPR) where applicable.

• Data Processing Roles: In the context of the MSP Program, the Partner typically acts as a data controller (or processor on behalf of their Clients), and SpoofWard acts as a data processor (or sub-processor). The specific roles may vary depending on the nature of the data and the relationship between the Partner and their Clients.
• Data Processing Agreement: Where required by applicable law, SpoofWard and the Partner shall enter into a Data Processing Agreement ("DPA") that sets forth the terms and conditions governing the processing of personal data. The DPA is available upon request and forms part of this Agreement when executed.
• Client Data Ownership: Data generated by or relating to a Client's domains, email traffic, and DNS records is owned by the respective Client. The Partner and SpoofWard shall process such data only for the purposes of providing the Services and as otherwise permitted by the Client.
• SpoofWard as Processor: When processing personal data on behalf of the Partner or the Partner's Clients, SpoofWard shall process such data only in accordance with documented instructions, implement appropriate technical and organizational security measures, assist with data subject access requests, and notify the Partner without undue delay of any personal data breach.
• Data Transfers: If personal data is transferred outside the European Economic Area or other jurisdictions with data transfer restrictions, such transfers shall be conducted in compliance with applicable legal mechanisms (e.g., Standard Contractual Clauses).
• Data Retention: SpoofWard retains Client data for the duration of the active subscription and for a reasonable period thereafter as specified in our Privacy Policy. Upon termination of this Agreement, the Partner may request export of their data within 30 days, after which SpoofWard may delete the data in accordance with our retention policies.

8. Confidentiality

Each party agrees to maintain the confidentiality of Confidential Information received from the other party during the term of this Agreement and for a period of two (2) years following termination.

• Scope: Confidential Information includes, but is not limited to, pricing structures, discount schedules, partner commission rates, technical documentation, API specifications, product roadmaps, business strategies, and Client lists.
• Obligations: The receiving party shall: (a) use the Confidential Information solely for the purposes of performing its obligations under this Agreement; (b) not disclose the Confidential Information to any third party without the prior written consent of the disclosing party; and (c) protect the Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care.
• Exceptions: Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party prior to disclosure; (c) is independently developed by the receiving party without reference to the Confidential Information; or (d) is lawfully received from a third party without restriction on disclosure.
• Required Disclosure: Either party may disclose Confidential Information if required by law, regulation, or court order, provided that the disclosing party gives prompt notice to the other party (where legally permitted) and cooperates in any effort to obtain protective treatment of the information.

9. Intellectual Property

The following terms govern intellectual property rights between the parties:

• SpoofWard IP: SpoofWard owns and retains all right, title, and interest in and to the Platform, including all software, source code, object code, algorithms, databases, user interfaces, designs, documentation, trademarks (including the SpoofWard name and logo), trade secrets, patents, and all other intellectual property rights. Nothing in this Agreement grants the Partner any ownership interest in SpoofWard's intellectual property.
• Partner Logo License: The Partner grants SpoofWard a limited, non-exclusive, royalty-free license to use the Partner's name and logo for the purpose of identifying the Partner as a member of the SpoofWard MSP Program in marketing materials, partner directories, and case studies. This license may be revoked by the Partner upon written notice.
• SpoofWard Logo License: SpoofWard grants the Partner a limited, non-exclusive, revocable license to use the SpoofWard name and logo in the Partner's marketing materials, solely for the purpose of promoting the Partner's relationship with SpoofWard and the Services offered. Use of SpoofWard trademarks must comply with any brand guidelines provided by SpoofWard.
• Feedback: If the Partner provides SpoofWard with any suggestions, ideas, feedback, or improvements related to the Platform or Services, SpoofWard shall own all rights to such feedback and may use it without restriction or compensation to the Partner.

10. Term & Termination

This Agreement takes effect upon the acceptance of your MSP Partner application and continues for the duration of your active MSP subscription.

• Subscription Term: MSP Plans are available on monthly or annual terms. Monthly plans run on a calendar-month basis. Annual plans run for twelve (12) consecutive months from the subscription start date.
• Voluntary Termination: Either party may terminate this Agreement by providing at least thirty (30) days' written notice to the other party. Notice may be provided via email to the contact address on file. For Partners, termination may also be initiated through the account settings in the Platform.
• Termination for Breach: Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any term of this Agreement and fails to cure such breach within fourteen (14) days of receiving written notice of the breach. SpoofWard may terminate immediately without a cure period in cases of fraud, illegal activity, or violations of the Acceptable Use Policy that pose an immediate risk to the Platform or other users.
• Effect on Clients: Upon termination of this Agreement, all Client accounts managed under the Partner's account will be affected as follows: (a) Clients will be notified of the impending change; (b) Clients will have the option to transition to a direct SpoofWard subscription or to another Partner; (c) if no action is taken within 30 days, Client accounts will be suspended. SpoofWard will make reasonable efforts to facilitate a smooth transition for affected Clients.
• Survival: Sections relating to Confidentiality, Intellectual Property, Limitation of Liability, Indemnification, and Governing Law shall survive the termination of this Agreement.

11. Limitation of Liability

To the maximum extent permitted by applicable law:

• No Consequential Damages: In no event shall either party be liable to the other for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of data, loss of business opportunities, or cost of procurement of substitute services, arising out of or related to this Agreement, regardless of the cause of action or the theory of liability (contract, tort, strict liability, or otherwise), even if the party has been advised of the possibility of such damages.
• Maximum Liability: The total aggregate liability of SpoofWard arising out of or in connection with this Agreement shall not exceed the total fees actually paid by the Partner to SpoofWard during the twelve (12) month period immediately preceding the event giving rise to the claim.
• Service Availability: SpoofWard provides the Platform on an "as is" and "as available" basis. While we strive for high availability as set forth in our Service Level Agreement, we do not warrant that the Platform will be uninterrupted, error-free, or free from vulnerabilities. Our liability for service disruptions is limited to the service credits described in the MSP Service Level Agreement.
• Essential Purpose: The limitations and exclusions in this section apply even if any remedy provided under this Agreement fails of its essential purpose.

12. Indemnification

Each party agrees to indemnify, defend, and hold harmless the other party from and against any third-party claims, damages, losses, liabilities, and expenses (including reasonable legal fees) as follows:

• Partner Indemnification: The Partner shall indemnify SpoofWard against any claims arising from: (a) the Partner's breach of this Agreement; (b) the Partner's negligence or willful misconduct; (c) the Partner's violation of applicable laws or regulations; (d) claims by the Partner's Clients related to the Partner's marketing, pricing, support, or service delivery; and (e) the Partner's misuse of the Platform or Services.
• SpoofWard Indemnification: SpoofWard shall indemnify the Partner against any claims arising from: (a) infringement of any third-party intellectual property rights by the Platform or Services as provided by SpoofWard; and (b) SpoofWard's gross negligence or willful misconduct in the operation of the Platform.
• Procedure: The indemnified party shall: (a) promptly notify the indemnifying party in writing of any claim; (b) grant the indemnifying party sole control of the defense and settlement of the claim; and (c) provide reasonable cooperation and assistance in the defense of the claim at the indemnifying party's expense.

13. Modifications to This Agreement

SpoofWard reserves the right to modify, update, or amend this Agreement at any time. We will provide at least thirty (30) days' written notice to Partners via email to the address on file before any material changes take effect.

The updated Agreement will be posted on the SpoofWard website with a revised "Last Updated" date. It is your responsibility to review the Agreement periodically.

Your continued use of the Platform and participation in the MSP Program after the effective date of any modifications constitutes your acceptance of the updated terms. If you do not agree to the modified terms, you must terminate your participation in the MSP Program before the changes take effect.

Non-material changes, such as corrections of typographical errors or clarifications that do not affect the substance of the Agreement, may be made without prior notice.

14. Governing Law & Jurisdiction

This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Israel, without regard to its conflict of laws principles.

Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, shall be submitted to the exclusive jurisdiction of the competent courts located in Tel Aviv-Jaffa, Israel. Both parties consent to the personal jurisdiction of such courts and waive any objection to venue.

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights or Confidential Information.

15. Contact Information