These LogMeIn Partner Network Terms and Conditions (“Partner Terms”) are agreed to between the applicable LogMeIn entity set forth in its contracting entities table at https://www.logmein.com/legal/contracting-entities (“LogMeIn,” “us,” or “we”) and the person or organization agreeing to these Partner Terms (“Partner” or “you”). By accepting these Partner Terms, you are agreeing to the terms set forth herein and the applicable partner overview(s) made available in the Portal (as defined below) (“Program Overview(s)”) and any policies or supplemental documentation referenced therein (together, these Partner Terms and Program Overview(s) are referred to herein as the “Agreement”) and you represent that you are of legal age and have the authority to bind the Customer to the Agreement.
1. Scope; Purpose. These Partner Terms support your use of the referral, resale, or managed services provider models or programs we may make available to you for our Services (each, a “Program”), as described in further detail in each Program Overview set forth in our Partner Exchange Portal found at https://partnerexchange.logmeininc.com/English/ or similar Partner access portal or system (“Portal”).
2. Order and Lead Submission. Any Orders or Leads you submit to us (each, as applicable) must be made through the Portal unless otherwise specified by LogMeIn, which may include submission of required end user information to facilitate processing and setup. More details about the specific ordering process or system for a specific Program may be found in the Program Overview. We may update the process by which we accept or process Orders or Leads at any time upon reasonable notice to you. We will notify you when we have accepted an Order or Lead and we may reject them in our reasonable discretion. You will receive no credit, discount, or payments in connection with an Order or Lead you submit to us that we have rejected or for any order that a Customer opts to place directly with us. An “Order” means a purchase of Services by you from us via our standard order process for the purpose of acting as a partner under this Agreement. A “Lead” means an identified opportunity for us to sell our Services to a potential Customer. A “Customer” is the person or entity ultimately using the Services, whether submitted as a Lead or identified by you in an Order.
3. Partner Rights and Obligations.
4. Invoicing and Payment; Commissions; Taxes.
5. Term; Termination.
6. Intellectual Property; Marks. We and our licensors reserve all rights related to our Services and materials that we have not expressly granted in the Agreement, including any modifications or derivatives thereof. Neither party will use or register any mark, trade name, domain name, or other identifier (collectively “Marks”) of the other party or that is confusingly similar to the other party’s Marks. We may use your Marks to reference you as a partner for referral or resale of our Services, as applicable. You may use our Marks in reference to our Services, but only as allowed in our Co-Branding Guidelines available at https://www.com/legal/trademark and the Partner Style Guide available in the Portal. You shall cease or suspend use of the LogMeIn Marks in any marketing material immediately upon receipt of written notice that your use does not comply with the LogMeIn Branding Guidelines. Each party agrees not to modify, prepare derivative works of, or reverse engineer, the products or services of the other party.
7. Confidentiality. The parties may exchange Confidential Information under the Agreement. During the term of the Agreement and for 3 years after, each party will keep the Confidential Information it receives confidential and will not share or use it for any purpose other than to perform its obligations under the Agreement or as otherwise allowed in the Agreement. Either party may disclose Confidential Information to its own employees, representatives, or agents if they have a need to know and are bound by similar nondisclosure restrictions. “Confidential Information” includes sales data and plans, product roadmaps, non-public pricing information, security reports, and any other business information that should be understood to be confidential and proprietary. Money damages may be insufficient if there is a breach or threatened breach of a party’s Confidential Information. If this happens, the disclosing party may seek injunctive relief or other equitable remedies.
8. Warranty; Disclaimer. Each party warrants that: (i) it has the authority to enter into and perform the Agreement and these Partner Terms without breaching any third party obligations; (ii) it will use personnel with the necessary skill and experience to meet the obligations set forth in the Agreement. TO THE EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES AND CONDITIONS, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY.
9. LIMITATION OF LIABILITY. EXCEPT FOR A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD, NEITHER PARTY IS LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL LOSS, EXEMPLARY OR OTHER DAMAGES, HOWEVER CAUSED AND BASED ON ANY THEORY OF LIABILITY, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR TOTAL CUMULATIVE LIABILITY UNDER THE AGREEMENT AND THESE PARTNER TERMS IS LIMITED TO THE GREATER OF THE AMOUNT YOU PAID US OR THE AMOUNT WE PAID YOU (DEPENDING ON THE APPLICABLE PROGRAM) IN THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. ADDITIONALLY, WE HAVE NO LIABILITY FOR YOUR: (i) RESALE OR REFERRAL OF THE SERVICES AFTER ANY NOTICE THAT YOU SHOULD CEASE SUCH ACTIVITY DUE TO A THIRD PARTY CLAIM RELATED TO SUCH SERVICES; (ii) MODIFICATION OF THE SERVICES OTHER THAN AS REQUIRED BY US; OR (iii) CLAIMS ARISING FROM YOUR COMBINATION OF OUR SERVICES WITH ANY NON-LOGMEIN PROGRAMS, SERVICES, DATA, HARDWARE, OR OTHER MATERIALS, IF SUCH CLAIM WOULD HAVE BEEN AVOIDED BY USE OF OUR STANDALONE SERVICES.
10. Audit. You must maintain complete and accurate books and records consistent with your standard business practices in such form and detail as to establish your compliance with the terms of the Agreement and these Partner Terms. During the term of the Agreement and for a period of two (2) years thereafter, we may audit your records and controls with respect to your compliance with the Agreement and these Partner Terms. Any audit is subject to mutual agreement as to the date, time, and place.
11. Notices; Governing Law; Disputes. We will send notices to you at an email address you have provided us, at the location of your headquarters, or for updates to the Services subject to a Program, by posting such change in the Portal. The LogMeIn entity you work with, the address to which you must send notices to us, and the governing law and venue for any dispute between you and us depend on your location, as stated at https://www.logmein.com/legal/contracting-entities.
12. Compliance with Laws. In performing the Agreement, each party will adhere to industry standards and comply with applicable laws, including anti-bribery regulations and any applicable export regulations and will not engage in any deceptive, misleading, illegal, or unethical practices.
13. Data Protection.
b. Breach Notification. You agree to notify us without undue delay, but in any event within seventy-two (72) hours after becoming aware, of any accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Customer Data or Confidential Information.
c. Data Protection Definitions.
14. General. Neither party may assign the Agreement or these Partner Terms without the other party’s prior written consent, not to be unreasonably withheld, except that either party may assign the Agreement and these Partner Terms to its parent company, subsidiary company, or a company under common ownership with it or as part of a corporate reorganization, consolidation, merger, or sale of substantially all of its business or assets. If any term of the Agreement is not enforceable, it will be removed and will not affect any other terms. Both parties are independent contractors and nothing in the Agreement creates a partnership, agency, fiduciary, or employment relationship between the parties. Failure to enforce any right under the Agreement will not waive that right. Unless otherwise specified, remedies are cumulative. No party is responsible for any delay or failure to perform under the Agreement due to events beyond its reasonable control (e.g. natural disasters, terrorist activities, activities of third-party service providers, labor disputes, and acts of government), but only while those conditions persist.
15. Entire Agreement; Signature. The Agreement replaces any prior agreements or discussions on the subjects they address. The parties have no other agreement on these subjects. The parties accept electronic (including online) signatures as valid and binding. We may update the Agreement from time to time after giving you notice, which may include posting the updated terms online, and we will consider your continued participation in the Program agreement to the updated terms. If we update the commission terms of any commissionable Program, we will give you 60 days’ notice, after which the updated commission terms will take effect, as may be set forth in more detail in the Agreement.
Last Updated: July, 2021 (2021.v1)