LogMeIn Partner Network Terms And Conditions

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.

      1. Authorization. By agreeing to these Partner Terms and registering for the one or more Programs, we authorize you to resell the Services, refer Leads for our Services, and/or operate as a managed services provider (“MSP”) per the terms of the Agreement, which may be updated at any time upon notice.
      2. Marketing; Non-Exclusivity. During the Term, you may market and promote the Services, subject to the limitations set forth in the Agreement and other documentation, as applicable. Each party’s participation in any Program(s) are non-exclusive in nature. Either party may enter into agreements with third parties for services similar to those contemplated under these Partner Terms.
      3. Representations. You must accurately represent the Services and your relationship with us. You may only offer our Services to businesses and must sell on our standard service terms as set forth at https://www.logmein.com/legal/terms-and-conditions (“Terms of Service”) unless otherwise set forth in the Program Overview. We may change our products, prices, or terms upon notice to you and at our discretion.
      4. Customer Support.
        • i. Support Activities. Except as stated in the applicable Program Overview or as otherwise agreed upon between the parties in writing, you are not permitted to provide technical support for the Services. Any Customer support requests should be directed to LogMeIn through its standard support processes.
        • ii. Demonstration Account(s). We may, in our discretion, provide you with a limited number of subscriptions to one or more of our Services for your internal use, including for demonstration purposes. In that event, the Terms of Service will apply to such use.

    4. Invoicing and Payment; Commissions; Taxes.

      1. Invoicing and Payment. If you are reselling the Services to Customers, you must invoice Customers directly for their use of the Services. You are obligated to pay us even if Customers do not pay you. We will invoice you for all accepted Orders you submit and you must pay invoices within 30 days from the invoice date in the currency listed on the invoice. If you fail to pay us, we may take actions to mitigate any losses, including suspending the Services to Customers, after giving you notice. If your failure to pay is based on Customers’ failure to pay you, we will attempt in good faith to limit Service suspensions to the non-paying Customers based on your input. However, we reserve the right to suspend Services for any Customers based on your failure to pay us.
      2. Discounts, Commissions, and Referral Fees. The applicable discounts, Commissions, and Referral Fees for a specific Program are set forth in the Program Overview.
      3. Taxes and Withholding. All advertised or negotiated Services pricing is exclusive of applicable taxes. You are responsible for all applicable sales, services, value-added, goods and services, withholding, tariffs, Universal Service Fund (where applicable) fees or any other similar fees or taxes as may be applicable in the location in which the Services are being purchased (collectively, “Taxes and Fees”) imposed by any government entity or collecting agency based on the Services, except those Taxes and Fees based on our net income, or Taxes and Fees for which you have provided an exemption certificate. Where we charge Taxes and Fees, we shall do so on the basis of the total subscription costs of our regulated telecommunications offering before applying any applicable discounts.

    5. Term; Termination.

      1. Term and Termination. The Agreement begins on the date Effective Date as set forth in the Agreement and will continue until either party gives the other party at least 30 days advance written notice of its intent to terminate (the “Term”). Termination will not relieve either party of any obligation arising from any Order accepted or Lead validated prior to the date of termination, including but not limited to providing the Services to Customers pursuant to the then-current subscription term set forth in the Order, as applicable.
      2. Effect of Termination. Upon termination of the Agreement, each party will promptly discontinue: (i) any marketing or promotion of the other party or the Services; and (ii) any reference to the other party as a partner or vendor, as applicable. Neither party shall be liable for any damages resulting from the valid termination of the Agreement or these Partner Terms; however, termination does not affect any claim arising prior to such 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.

    1. Authorizations and Licenses. Where applicable and necessary to resell, offer, or provide the Services as part of the applicable Program, it shall be your obligation to: (a) obtain and maintain all requisite licenses or authorizations you may require to resell our products and services; and (b) take any such actions to keep any such licenses or authorizations in good standing, which may including filings and fees as may otherwise be required to resell applicable to reselling our products and services.
    2. Regulatory and Law Enforcement Support. You agree to cooperate with and provide support to us as we or any law enforcement, regulatory entity, or other legal and governmental agency or party authorized under applicable law may reasonably request.

    13. Data Protection.

    1. Customer Data. We will maintain any Customer information to which we have access (“Customer Data”) in accordance with our standard Terms of Service, Data Processing Addendum, and Privacy Policy found at: https://www.logmein.com/legal, in each case, as applicable (“Legal Terms”). We reserve the right, where permitted by applicable law, to modify the Legal Terms in our reasonable discretion from time to time. Where relevant to the applicable Program, you will ensure that where you process, access, or store Customer Data, personal or identifiable information of a Customer or Customer’s household, or communications data (including, but not limited to, where applicable Customer Proprietary Network Information or “CPNI”) that you do so: (a) under a lawful basis; (b) in compliance with all applicable laws, rules, regulations, and codes of practice; and (c) by employing appropriate technical and organizational measures to protect any such data to which you have access against unauthorized or unlawful processing, and against accidental loss, destruction, or damage, which measures will be at least as protective as those set forth in the applicable Security and Privacy Operational Controls documentation for the service in question, available at https://www.logmein.com/trust/resource-center. You agree to notify Customers that the services are provided by a third party that may need access to the Customer Data for purposes of providing, maintaining, and renewing the Services.

      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.

    1. “CCPA” means the California Consumer Privacy Act, as codified at Section 1798.100 et seq. of the California Civil Code.
    2. “Controller” means the entity which determines the purposes and means of the processing of Personal Data, including, as applicable, any “Business” as the term is defined by the CCPA or an equivalent construct under applicable data protection law.
    3. “Personal Data” means any information relating to: (i) an identified or identifiable natural person (e.g., a data subject under GDPR or a Consumer under CCPA); and/or (ii) an identified or identifiable legal entity (e.g., a household under CCPA), in each case, where such information is maintained on behalf of the Controller by the Processor and is protected similarly as personal data, personal information, and/or personally identifiable information under applicable law.
    4. “Processing” means any operation or set of operations which is performed on Personal Data, whether or not by automatic means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.
    5. “Processor” means any entity which Processes Personal Data on behalf of the Controller, including, as applicable, any “Service Provider” as the term is defined by the CCPA or an equivalent construct under applicable data protection law.

    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)