Partner Program Terms and Conditions
Effective 28 September 2026
CrashPlan Group LLC (“we”, “us” or “CrashPlan”) provides backup and recovery for data stored on endpoints, servers and SaaS applications, like Microsoft 365 and Google Workspace. By partcipating in our Partner Program, you and the organization you represent (“you”) agree to these Terms and Conditions (“Terms”). If you’re using the Offerings on behalf of an organization, you agree to these terms on behalf of that organization.
PLEASE READ THESE TERMS CAREFULLY. THEY AFFECT YOUR RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND DISCOVERY PROCEDURES AND APPELLATE RIGHTS ARE MORE LIMITED THAN IN COURT.
1. DEFINITIONS
1.1 “Affiliate” means, for a party at a given time, an entity that is directly controlled by, under common control with, or controls that party, where “control” means an ownership, voting or similar interest representing more than 50% of the total interests then outstanding of that entity.
1.2 “CrashPlan’s Property” means Intellectual Property Rights in CrashPlan’s technology, products, and services, including without limitation the Offerings and the Partner Services.
1.3 “Customer” means an individual or entity (including its Affiliates) that has purchased Offerings from Partner. A Customer may be a reseller or end user of the Offerings.
1.4 “Customer Data” means any of Customer’s data that CrashPlan receives through the Offerings.
1.5 “Documentation” means the information about using the Offerings that CrashPlan makes available at https://www.crashplan.com/r/support.
1.6 “Government Authority” means any federal, state, local, or foreign government or political subdivision thereof, or any agency or instrumentality of the government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that the rules, regulations or orders of this organization or authority have the force of law), or any arbitrator, court, or tribunal of competent jurisdiction.
1.7 “Intellectual Property Rights” means all worldwide intellectual property rights, including copyrights, trademarks, service marks, trade secrets, patents, patent applications and moral rights, whether registered or unregistered, and all derivatives, improvements and modifications thereof.
1.8 “Named Accounts” means the individuals or entities CrashPlan designates as named accounts in the Partner Portal.
1.9 “Non-CrashPlan Application” means a Web-based, mobile, offline, or other software application functionality that is provided by Customer, Partner or a third party and interoperates with an Offering.
1.10 “Offerings” means all products and services that CrashPlan provides to Partner under this Agreement as further described in the Documentation.
1.11 “Order Form” means ordering documents or online orders specifying the Offerings to be provided to a Customer and associated with a Customer’s purchase of Offerings from CrashPlan
1.12 “Partner Portal” means the website for the Program and made available to Partner in the Partner Program at http://partners.crashplan.com (as such URL may be updated from time to time) to facilitate Partner’s participation in the Partner Program, including the ability to access online training courses, log support cases, and collaborate with CrashPlan.
1.13 “Partner Program” means the rights and obligations of Partner and CrashPlan that are described in the Partner Policies.
1.14 “Partner Services” means a dedicated instance of the online, web-based Offerings, if and as provided by CrashPlan to Partner to facilitate Partner’s partner relationship with CrashPlan and available via www.crashplan.com and/or other designated websites, that are provided to Partner in accordance with this Agreement, including associated offline components, but excluding any Non-CrashPlan Applications. For clarity, Partner Portal constitutes a Partner Service under this Agreement.
1.15 “Partner User” shall mean an individual who is authorized by Partner to use the Partner Services that CrashPlan makes available to Partner, and to whom Partner (or, when applicable, CrashPlan at Partner’s request) has supplied a user identification and password. Partner Users may include, for example, employees, consultants, contractors, and agents of Partner, and third parties with which Partner transacts business.
1.16 “Program Policies” means the terms describing the Partner Program and other policies governing Partner’s participation in the Partner Program, as set forth in this Agreement and at http://partners.crashplan.com.
1.17 “Taxes” means any sales, VAT, GST (Goods and Services Tax), use, gross receipts, business and occupation, and other taxes (other than taxes on CrashPlan’s income), export and import fees, customs duties and similar charges imposed by any government or other authority.
1.18 “Terms” means the CrashPlan terms and conditions located here: https://www.crashplan.com/terms-conditions/.
2. NON-EXCLUSIVITY.
This Agreement does not create an exclusive agreement between Partner and CrashPlan. Both Partner and CrashPlan will have the right to recommend similar products and services of third parties and to work with other parties in connection with the design, sale, installation, implementation and use of similar services and products of third parties.
3. PARTNER PROGRAM.
3.1 Enrollment. To participate in the Partner Program, must (i) be accepted for the Partner Program by CrashPlan, and (ii) fulfill and continue to meet the requirements set forth in the Program Policies. Partner is a non-exclusive participant in the Partner Program, which may be modified or terminated by CrashPlan at its discretion. Partner agrees to comply with the guidelines and policies of the Partner Program as may be provided by CrashPlan to Partner from time to time. which is incorporated herein by reference. Modifications or terminations of the Partner Program will be effective as of the date such are posted to the Partner Portal.
3.2 Appointment & Changes. CrashPlan appoints Partner as a non-exclusive reseller of Offerings to Customers, subject to the Agreement and applicable Program Policies. Partner is free to respond to unsolicited requests from Customers, but Partner is prohibited from actively marketing and reselling Offerings to Named Accounts. If CrashPlan decides independently in a particular case that it does not wish to pursue a specific opportunity for a Named Account, CrashPlan may pass on such opportunity to Partner. CrashPlan reserve the right to (i) revise the list of Offerings at any time during the term of this Agreement upon 30 days prior written notice to Partner and this Agreement will be amended accordingly, (ii) sell Offerings directly, and (iii) appoint additional channel partners to resell Offerings. Notwithstanding the foregoing, Partner in any and all contact between Partner and Customer, Partner must identify to the Customer Partner’s full legal name, trade name, or both.
3.3 CrashPlan Property. Partner’s right to promote and resell Offerings does not include the right to reproduce, publish, or license Offerings to others, except as expressly provided herein. CrashPlan expressly reserves the entire right and title in CrashPlan Property and CrashPlan has the exclusive right to protect, by copyright or otherwise, to reproduce, publish, sell, and distribute the CrashPlan Property.
3.4 Government Transactions. Partner shall not resell Offerings to any Government Authority or its respective agencies without express written approval from CrashPlan. Unless otherwise separately agreed to in writing between Partner and CrashPlan, no provisions required in any US government contract or subcontract related thereto shall be a part of the Agreement, imposed on or binding on CrashPlan, and this Agreement is not deemed an acceptance of any government provisions that may be included or referenced in Partner’s request for quotation, Order Form, or any other document.
3.5 Partner Affiliates. Partner Affiliates may hold themselves out as Partners of CrashPlan solely as expressly permitted pursuant to the Program Policies, and only for the purposes of the Partner Program, subject to Partner’s obligations with respect to the disclosure of third parties in Section 11.5 (Disclosure of Third Parties). Unless otherwise agreed by the Parties in writing, Partner is responsible for ensuring any Partner Affiliate holding itself out as a Partner of CrashPlan complies with the terms of this Agreement. Alternatively, each Partner Affiliate that desires to be a member of the Partner Program must separately agree to this Agreement and take such other steps, if any, as are specified in the Program Policies.
3.6 Partner Portal. The Partner Portal may be accessed and used by Partner Users; provided that, (i)Partner remains responsible for compliance with this Agreement by each Partner User, and (ii) any use of the Partner Portal by a Partner User is solely for Partner’s benefit. CrashPlan may update, modify, and/or stop (permanently or temporarily) providing the Partner Portal (or any part thereof) from time to time without prior notice to Partner, to include the right to create limits on use and storage. For clarity, the Partner Portal and any content contained therein are provided to Partner on an “as-is” and “as-available” basis.
3.7 Partner Services. CrashPlan makes the Partner Services available to Partner solely for Partner’s own education, demonstration, and evaluation purposes. Partner is not permitted to: (i) lease, distribute, license, sell, or otherwise commercially exploit the Partner Services; (ii) use any Customer Data; (iii) store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (iv) use the Partner Services to send or store any code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses; (v) modify or make derivative works based upon the Partner Services; (vi) create Internet “links” to the Partner Services, or “frame” or “mirror” them; (vii) permit direct or indirect access to or use of any Partner Services in a way that circumvents a contractual usage limit, or use any of the Partner Services to access or use any of our intellectual property except as permitted under this Agreement; (ix) interfere with or disrupt the integrity of performance of the Partner Services or the data contained therein; (x) access Partner Services in order to build a competitive product or service or to benchmark with a non-CrashPlan product or service; (xi) reverse engineer the Partner Services; (xii) share content or other data from the Partner Services with CrashPlan competitors; or (xiii) attempt to gain unauthorized access to any Partner Services or related systems or networks. The Terms also apply to Partner’s use of the Partner Services, and in the event of a conflict between the terms that apply to the Partner Services as specified in this Agreement and the Terms, the terms of this Agreement shall control.
3.8 Additional Restrictions. Partner may not: (i) remove or modify any notices of CrashPlan’s or CrashPlan’s licensors’ proprietary rights; (ii) make the Offerings, any materials delivered hereunder, or any materials resulting from the Offerings available in any manner to any third party for use in the third party’s business operations, other than as expressly permitted herein or in the Program Policies; (iii) use CrashPlan’s Property in a manner that misrepresents Partner’s relationship with CrashPlan or is otherwise misleading or that reflects negatively on CrashPlan or may harm CrashPlan’s rights therein; (iv) modify in any way any of CrashPlan’s trademarks and/or associated logos; (v) use or duplicate CrashPlan’s Property provided to Partner for any purpose other than as specified in this Agreement or make CrashPlan’s Property available to unauthorized third parties; (vi) use CrashPlan’s Property for Partner’s own internal business operations, or use or make CrashPlan’s Property available in any manner to any third party for use in the third party’s business operations or for any other commercial or production use, other than as expressly permitted in this Agreement; or (vii) allow Partner User access credentials for the Partner Portal or Partner Services to be shared or used by more than one individual Partner User; however, such access credentials may be reassigned from time to time to new Partner Users who are replacing former Partner Users who have terminated employment or otherwise changed job status or function and no longer need to use the Partner Portal or Partner Services (or Partner Portal) under this Agreement.
4. PARTNER REQUIREMENTS & RESPONSIBILITIES.
4.1 Marketing and Distribution. Partner will use reasonable efforts to (i) demonstrate, actively market, promote and resell the Offerings; (ii) make periodic and regular demonstrations that showcase the features of the Offerings; (iii) establish and maintain appropriate marketing and distribution facilities and personnel to create and meet the demand for Offerings and related support among Customers; and (iv) carry out the promotional and other tasks set forth and agreed in writing. Partner will represent the Offerings accurately and fairly and, at all times, avoid misleading, illegal, or unethical business practices. Partner will not make any claim or representation relating to the performance or functionality of the Offerings other than as expressly set forth by CrashPlan in the Documentation. Partner agrees to confer periodically with CrashPlan, at CrashPlan’s request, on matters relating to market conditions, sales forecasting, product planning and promotional marketing strategies. From time to time, CrashPlan and Partner may agree to engage in coordinated co-marketing activities wherein each of Partner and CrashPlan bear their own costs and Partner will not seek reimbursement from CrashPlan. The obligations of each Party with respect to such co-marketing activities shall be set out in a co-marketing campaign participation form as provided by CrashPlan. Partner will observe all reasonable directions and instructions given to it by CrashPlan in relation to the marketing, advertisement, and promotion of the Offerings, including CrashPlan’s sales, marketing, and merchandising policies as they currently exist or as they may hereafter be changed by CrashPlan, to the extent that these marketing materials, advertisements, or promotions refer to the Offerings or otherwise use CrashPlan’s trademarks. If Partner distributes Offerings directly to Customers, Partner will distribute Offerings unmodified and with all packaging and license agreements, limited warranty statements and proprietary rights statements intact as received CrashPlan.
4.2 Terms. Partner will require each Customer to assent in an enforceable manner to the Terms, as updated by CrashPlan from time to time, as a condition to the resale of the Offerings to such Customer. Partner will not amend or grant any waiver under the Terms. If Partner becomes aware of any violation of a Terms, Partner will notify CrashPlan immediately and will reasonably assist CrashPlan in its efforts to enforce the terms of the Terms.
4.3 Preservation of Goodwill. Partner will at all times comply with the terms of the Agreement and Program Policies and conduct business in its own name and in such a manner that will be reasonably expected to reflect favorably at all times on the Offerings and the good name, goodwill and reputation of CrashPlan.
4.4 Reporting. Partner will submit to Distributor or CrashPlan, as applicable, sufficient information regarding the Customers engaged by Partner for CrashPlan to entitle Customer’s use of the Offerings.
4.5 Authority to Perform Under this Agreement. Partner shall, at Partner’s own expense, obtain and maintain required certifications, credentials, licenses, and permits necessary to conduct business in accordance with this Agreement.
4.6 Record Keeping. During the term of the Agreement and for the two (2) year period following expiration or early termination, Partner (i) will maintain complete, clear, and accurate records regarding any activity related to the Offerings, including, where applicable, records of the Offerings distributed, by type, Customer and Customer location, and (ii) will permit CrashPlan or its designate to review those records to verify compliance with this Agreement, and shall provide Partner’s full cooperation in the review. CrashPlan will provide Partner with reasonable notice of intent to review the records, and any review will occur during normal business hours and be conducted in a manner that uses commercially reasonable efforts to minimize disruption to Partner’s business. CrashPlan will not have physical or logical access to Partner’s computing devices in connection with any review. Partner will promptly pay to CrashPlan any underpayments revealed by the review, including interest for late payments calculated from the date that payments should have been made.
5. PURCHASE AND PAYMENT.
5.1 Purchases. Partner will issue to CrashPlan purchase orders subject to such Order Form and at the prices agreed with by the parties. Partner shall identify the intended Customer(s) relating to such purchase order. All purchase orders are non-refundable and non-cancelable except that CrashPlan shall have the right to reject any purchase order at our sole discretion. For clarity, the terms of this Agreement prevail over any terms or conditions contained in any purchase order or other documentation submitted by Partner to CrashPlan. Once CrashPlan accept a purchase order, CrashPlan will make the Offerings available for the applicable Customer to access and use.
5.2 Payment. Fees for Offerings will be billed by CrashPlan as provided in the applicable Order Form. CrashPlan will issue periodic (but no less than quarterly) invoices for all Offerings ordered in the previous period. Within 30 days of the date provided in the invoice, Partner will pay all invoiced amounts in U.S. dollars in accordance with the payment instructions in the invoice.
5.3 Invoice Disputes. Partner shall notify CrashPlan in writing of any dispute with any invoice (along with substantiating documentation) within 5 business days from the Partner’s receipt of the invoice. Partner will be deemed to have accepted all invoices for which CrashPlan does not receive timely notice of disputes, and Partner shall pay all undisputed amounts due under these invoices within the period set out in Section 5.2. The Parties shall seek to resolve all disputes expeditiously and in good faith. Notwithstanding anything to the contrary, Partner shall continue performing its obligations under the Agreement during any dispute, including, without limitation, Partner’s obligation to pay all due and undisputed invoice amounts in accordance with the terms and conditions of the Agreement.
5.4 Late Payments. Except for invoiced payments that Partner has successfully disputed, Partner shall pay interest on all late payments, calculated daily and compounded monthly, at the lesser of the rate of 1.5% per month or the highest rate permissible under applicable Law. Partner shall also reimburse CrashPlan for all costs reasonably incurred in collecting any late payments, including, without limitation, attorneys’ fees. In addition to all other remedies available under the Agreement or at applicable law (which CrashPlan do not waive by the exercise of any rights under the Agreement), CrashPlan may (i) suspend the delivery of any Offerings if Partner fail to pay any undisputed amounts when due under the Agreement and (ii) terminate the Agreement.
5.5 Taxes. All fees for Offerings are exclusive of any Taxes. Partner will pay or reimburse CrashPlan for all Taxes arising out of the transactions occurring under this Agreement. If Partner is required to pay or withhold any Tax for payments due under this Agreement, Partner will gross up Partner’s payments to CrashPlan so that CrashPlan receives all sums due in full and free from any deductions. CrashPlan can rely on the name and address Partner provide to CrashPlan as being the place of supply for sales tax, income tax, and VAT purposes.
5.6 Credit Risk on Resale to Customers. Partner are responsible for all credit risks regarding, and for collecting payment for, all Offerings sold to Customers, whether or not Partner have made full payment to CrashPlan for the Offerings. The inability of Partner to collect the purchase price for any Offerings does not affect Partner’s obligation to pay the fees for Offerings to CrashPlan.
5.7 Resale Prices. Partner shall establish Partner’s own resale prices regarding the Offerings.
6. PARTNER SERVICES.
CrashPlan may, in our reasonable discretion, provide Partner with access to the Partner Services. Partner may use the Partner Services solely to (i) demonstrate the Offerings to prospective Customers, (ii) provide pre-sales support for a Customer transaction, (iii) provide first line post-sales support to Customers (if required by this Agreement or an Order Form), and (iv) provide training to Partner personnel. No other use of Partner Services is permitted. Partner may have to agree to any additional terms and conditions specified by CrashPlan before receiving or using Partner Services.
7. TERMINATION.
7.1 Termination. In addition to the termination rights set forth elsewhere in the Agreement, with 30 days written notice, CrashPlan may suspend or terminate Partner’s rights with respect to the Offerings that Partner is authorized to resell. Partial suspension or termination will not affect the continued applicability of this Agreement to any unaffected portion of the authorized Offerings, or any other separate agreement with CrashPlan.
7.2 Effect of Notice of Termination & Termination. Upon termination, Partner will cease to represent itself as an authorized reseller or distributor of the Offerings and will discontinue all activities that might lead the public to believe that Partner is so authorized. During the termination notice period, CrashPlan will terminate Partner’s access to the Partner Portal, Partner Services, and any associated CrashPlan sales and marketing systems. During the termination notice period, the Parties will work together to ensure a smooth transition of accounts and Partner will provide a full accounting of all existing and pending accounts to CrashPlan, including, but not limited to lists of (i) the names and locations of all Customers, (ii) the locations of all valid subscriptions to the Offerings, (iii) all pending transactions, and (iv) all amounts due to CrashPlan.
8. RESELLER PARTNER INSURANCE OBLIGATIONS.
During the term of this Agreement, Partner shall, at its own expense, maintain, and carry in full force and effect, subject to appropriate levels of self-insurance, commercial general liability (including product and advertising liability) in a sum no less than $1,000,000 with financially sound and reputable insurers. On CrashPlan’s request, Partner shall provide CrashPlan with a certificate of insurance from Partner’s insurer evidencing the insurance coverage specified in this Section. The certificate of insurance shall name CrashPlan as an additional insured. Except where prohibited by applicable law, Partner shall require its insurer to waive all rights of subrogation against CrashPlan and its insurers.
9. INTELLECTUAL PROPERTY OWNERSHIP.
9.1 Technology. Subject to the limited licenses and rights set forth in this Agreement, nothing in this Agreement transfers or assigns to either Party any of the other Party’s intellectual property or other proprietary rights in the other Party’s technology, products, or services.
9.2 CrashPlan Trademarks. CrashPlan’s marks and those of its Affiliates, including those identified by CrashPlan to Partner or otherwise used on CrashPlan’s websites, are CrashPlan’s trademarks or service marks and may not be used in any manner except as expressly permitted in this Agreement or the applicable Program Policies, or with CrashPlan’s prior written consent. Consistent with CrashPlan’s trademark rights and usage policies, Partner shall not incorporate any CrashPlan mark or brand in any trade name, brand name, domain name, or other source identifying term. Partner shall not bid on or purchase any keyword which is CrashPlan’s trademark, including without limitation CRASHPLAN® in any keyword advertising service (such as, for example, Google AdWords) except with CrashPlan’s prior written consent. Partner may not publish any advertisement that includes any CrashPlan trademarks without prior review and approval of Partner’s proposed ad and/or related website by CrashPlan. Partner may forward requests for review and approval to legal@crashplan.com.
9.3 Partner Trademark License. Partner grants CrashPlan a nonexclusive, nontransferable, non-sublicensable, royalty-free license to use, for the purpose of identifying and promoting Partner’s participation in CrashPlan’s Partner Program and in connection with CrashPlan’s rights, duties and obligations under this Agreement, Partner’s marks including Partner’s company name (“Partner’s Marks”). Partner may withdraw its approval of any use of the Partner’s Marks at any time in its sole discretion upon written notice to CrashPlan, which withdrawal shall be effective promptly but in no case more than thirty (30) days from the date of Partner’s notice sent in accordance with Section 16.3 (Notice) below, provided that no such withdrawal will require the recall of any previously published or distributed materials.
9.4 Competitive Applications. Subject to CrashPlan’s and Partner’s respective rights and obligations under this Agreement, CrashPlan acknowledges that Partner and/or other parties may develop and publish applications that are similar to or otherwise compete with the Offerings or other CrashPlan applications, products and services, and Partner acknowledges that CrashPlan and/or other parties may develop and publish applications that are similar to or otherwise compete with Partner’s Applications, products or services.
9.5 Feedback. Partner grants CrashPlan a worldwide, perpetual, irrevocable, royalty-free, transferable, sublicensable, license to use and incorporate into its services any suggestion, enhancement request, recommendation, correction, or other feedback provided by Partner or Customers regarding the Offerings.
10. CONFIDENTIALITY.
10.1 Definition of Confidential Information. As used herein, “Confidential Information” means all confidential information disclosed by a Party (“Disclosing Party”) to the other Party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. CrashPlan’s Confidential Information includes, but is not limited to, CrashPlan’s and third-party applications; any non-public information Partner has access to through the Partner Portal; the Offerings; Customer Data to which Partner has access through CrashPlan’s systems by virtue of participating in the Partner Program; and the terms and conditions of this Agreement. Partner’s Confidential Information includes but is not limited to Partner Applications and Partner’s business and marketing plans, technology and technical information; products designs; and business processes. Confidential Information of each Party includes the discussions regarding the partner relationship. However, Confidential Information shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party without breach of any obligations owed to the Disclosing Party. Notwithstanding the foregoing, the protections set forth in this Agreement for Customer Data remain in full force and effect even where such Customer Data meets the criteria in (i) – (iv) above.
10.2 Protection of Confidential Information. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those herein. Neither party will disclose the terms of this Agreement or any Order Form to any third party other than its Affiliates, legal counsel and accountants without the other party’s prior written consent, provided that a party that makes any such disclosure to its Affiliate, legal counsel or accountants will remain responsible for such Affiliate’s, legal counsel’s or accountant’s compliance with this Section 10.
10.3 Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.
11. COMPLIANCE.
11.1 Compliance with Laws.
- 11.1.1 Compliance with Applicable Laws. In connection with this Agreement, Partner shall comply, and shall ensure Partner’s employees, officers, directors, and any third parties performing activities on Partner’s behalf comply, with all applicable laws and regulations, including, without limitation, anti-spam laws, trademark and copyright laws and ICANN policies and procedures governing domain names (“Applicable Laws”) and shall not engage in any deceptive, misleading, illegal or unethical marketing activities, or activities that otherwise may be detrimental to CrashPlan, Customers, the Offerings, or to the public. CrashPlan shall comply with Applicable Laws that are applicable to CrashPlan generally (e., without regard to Partner’s and/or any Customer’s particular use of the Offerings or Partner Services) in our performance of our obligations hereunder.
- 11.1.2 Compliance with Anti-Corruption Laws. Without limiting Section 11.1.1 above, in connection with the Agreement, Partner, and all employees, officers, and directors, and any third parties working for Partner or performing activities on Partner’s behalf, (i) will comply with applicable anti-corruption laws and regulations (g., the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, each to the extent applicable) (collectively, the “Anti-Corruption Laws”); and (ii) shall keep accurate books, accounts, and records. It is the intent of the Parties that no payments or transfers of anything of value shall be made in connection with this Agreement that have the purpose or effect of public, commercial, or other bribery, or acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any improper advantage.
- 11.1.3 Consequences of Violation. Partner hereby acknowledges and agrees, CrashPlan may terminate or suspend this Agreement immediately by written notice without any liability to Partner: (i) upon any violation by Partner of this Section 11; or (ii) circumstances causing CrashPlan to believe, in good faith, that Partner, or any of Partner’s owners, directors, employees, or third parties (including sub-contractors, sub-distributors, integrators, or other third parties), has engaged in illegal conduct or unethical business practices, including any potential violations of the Anti-Corruption Laws. Termination or suspension by CrashPlan under this Section 11 shall be in addition to, and not in lieu of, CrashPlan’s other legal rights and remedies. CrashPlan will not be liable for any claims, losses, or damages arising from or related to failure of Partner to comply with this Section 11 or this Agreement or related to the termination or suspension of this Agreement under this Section 11, and Partner will indemnify and hold CrashPlan harmless against any such claims, losses, or damages.
11.2 Training. Partner agrees that Partner have provided or will provide training and information to Partner’s officers, directors, employees, and any third parties utilized by Partner in connection with performance of this Agreement as necessary to ensure full compliance with the Anti-Corruption Laws and any other applicable laws and any obligations set forth in this Section 11.
11.3 Reporting Potential Violations. Partner agrees that it shall promptly inform CrashPlan (legal@crashplan.com) in writing should Partner or any of Partner’s officers, directors, or employees learn of, or suspect, any act or circumstance that may violate Applicable Laws, Anti-Corruption Laws, or other laws in connection with this Agreement.
11.4 No Affiliation with Government Officials – Disclosure Obligation. Partner affirms that (i) none of its owners, directors, employees and, to its knowledge, third parties involved in the performance of this Agreement is a Government Official or a Close Family Member of a Government Official with the ability, or appearance of ability, to influence the performance of this Agreement; or that (ii) it has fully described any such relationship in writing to CrashPlan at legal@crashplan.com. For purposes of this Agreement (A) “Government Official” means an officer or employee of any government; officer or employee of any public international organization; officer or employee of any department, agency, or instrumentality of any government or of any public international organization; officer or employee of any government-owned or government-controlled company; political party; political party official; or anyone, whether a private person or otherwise, acting in an official capacity on behalf of any of the above or of any government entity and (B) “Close Family Member of a Government Officials” means the Government Official’s spouse, the Government Official’s or the spouse’s grandparents, parents, siblings, children, nieces, nephews, aunts, uncles, and first cousins; the spouse of any of the above; or any other person who shares the same household with the Government Official. If during the term of the Agreement there is a change in the information described in this paragraph, Partner shall promptly disclose such change to CrashPlan in writing at legal@crashplan.com.
11.5 Disclosure of Third Parties. Partner shall not utilize or employ any Affiliate, third-party subcontractor, consultant, agent, or other intermediary in connection with the performance of lead generation and referral activities hereunder or in connection with the resale of Offerings to government entities (pursuant to a separate agreement between CrashPlan and Partner) without prior review and approval by CrashPlan. To request CrashPlan’s review and approval, include details of the foregoing in the due diligence documentation requested by CrashPlan at the time of Partner onboarding or by logging a case via the Partner Portal. CrashPlan will have the authority to accept or reject any proposed third party.
11.6 Inspection Rights. CrashPlan shall be allowed reasonable access to inspect, audit, and make copies of Partner’s relevant books, records, and accounts, and may use third parties, such as external audit firms, to assist in any such activities. Such an inspection and audit may include interviews of relevant Partner personnel. Such an audit may be conducted during regular business hours at Partner’s offices and shall not unreasonably interfere with Partner’s business activities. Partner agrees that it will fully cooperate with CrashPlan’s reasonable requests in any such audit.
11.7 Export Compliance. CrashPlan and Partner each represents that it is not named on any U.S. government denied-parties list. Partner will not access, distribute, or use any Partner Services or Confidential Information provided to it hereunder in a U.S.-embargoed country or region (currently the Crimea region, Cuba, Iran, North Korea, Syria, Luhansk and Donetsk regions, or as may be updated from time to time by applicable government programs or regulations (g., U.S. Export Administration Regulations (15 CFR Part 730, et seq.).
11.8 Data Privacy Compliance. Each Party will comply with applicable data privacy laws governing the protection of personal data in relation to their respective obligations under this Agreement.
12. WARRANTIES; DISCLAIMERS AND REMEDIES.
12.1 Warranties. The Terms describe the Offerings warranties. Partner may not provide any representations, warranties, or other guarantees regarding the Offerings. Partner agree to indemnify, defend, and hold CrashPlan harmless against any and all claims by Customers or third parties arising out of or related to any such additional representations, warranties, or commitments made by Partner.
12.2 EXCEPT AS EXPRESSLY SET FORTH HEREIN, CRASHPLAN MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND REGARDING THE PARTNER SERVICES OR PARTNER PROGRAM, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PARTNER SERVICES AND PARTNER PROGRAM ARE PROVIDED “AS IS,” AND AS AVAILABLE. IN NO EVENT WILL CRASHPLAN BE LIABLE TO PARTNER (OR TO ANY INDIVIDUAL OR ENTITY AFFILIATED WITH PARTNER) FOR ANY CLAIM, LOSS OR DAMAGE ARISING OUT OF THE OPERATION OR AVAILABILITY OF THE PARTNER SERVICES, OFFERINGS, OR ANY OTHER CRASHPLAN PRODUCT OR SERVICE, MADE AVAILABLE, ACCESSED OR USED AS PART OF PARTNER’S PARTICIPATION IN THE PARTNER PROGRAM.
13. LIMITATION OF LIABILITY.
13.1 LIMITATION OF LIABILITY. IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF CRASHPLAN TOGETHER WITH ALL OF ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE FEES PAID BY PARTNER IN THE 12 MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY. NOTWITHSTANDING THE FOREGOING, THE ABOVE LIMITATIONS ON LIABILITY SHALL NOT APPLY TO CRASHPLAN’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 15.2 (INDEMNIFICATION BY CRASHPLAN).
13.2 EXCLUSION OF CONSEQUENTIAL AND RELATED DAMAGES. IN NO EVENT WILL CRASHPLAN OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF CRASHPLAN OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF CRASHPLAN OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
14. TERM, TERMINATION & RENEWAL.
14.1 Term. This Agreement starts on the Effective Date and shall remain in effect unless terminated as set forth herein, provided that if Partner joins a Partner Program(s) and its participation in all such Partner Programs terminates, this Agreement shall automatically terminate as of the end date of its participation in the last Partner Program.
14.2 Termination for Cause. Either Party may immediately terminate this Agreement upon written notice to the other Party if (i) the other Party becomes the subject of a petition in bankruptcy or other proceeding relating to insolvency, or makes an assignment for the benefit of creditors, (ii) the other Party publicly announces (including by reporting it in SEC filings) that it has reached agreement to acquire or be acquired by the terminating Party’s competitor, (iii) the other Party breaches its confidentiality obligations under this Agreement or infringes or misappropriates the terminating Party’s intellectual property rights, (iv) the other Party has committed fraud or misrepresentation with respect to entering into and/or the performance of this Agreement, (v) a Party learns of circumstances that give it reason to believe that the other Party has engaged in illegal conduct or unethical business practices in connection with performance of this Agreement, (vi) the other Party, or any of its owners or employees responsible for providing Offerings under this Agreement have become the target of an investigation or prosecution by any governmental authority for alleged corruption or other violation of laws, or (viii) the other Party has violated Section 11 (Compliance) above including, in the case of CrashPlan, Partner’s violating CrashPlan’s rights under trademark and copyright laws and/or ICANN policies and procedures governing domain names. CrashPlan may suspend Partner’s participation in the Partner Program during any period in which Partner is in breach of this Agreement, including its payment obligations. Termination of this Agreement for cause shall be in addition to, and not in lieu of either Party’s other legal rights and remedies.
14.3 Termination for Convenience. Subject to Section 14.4 (Effect of Termination) below, CrashPlan may terminate this Agreement for convenience upon thirty (30) days’ written notice to Partner.
14.4 Effect of Termination. Upon termination or expiration of this Agreement, Partner shall cease to be a participant in the Partner Program and all of Partner’s rights to access and use Partner Services shall cease. Notwithstanding the foregoing, if Partner for any reason accesses Partner Services, the terms of this Agreement will apply to Partner. Provisions that survive termination or expiration include those relating to limitation of liability, payment, and others which by their nature are intended to survive.
15. INDEMNIFICATION.
15.1 Indemnification by Partner. Partner will defend CrashPlan against any claim, demand, suit or proceeding made or brought against CrashPlan by a third party (i) alleging that Partner’s products or services, or any data that Partner enters into the Offerings or the Partner Portal, infringe the intellectual property rights of, or have otherwise harmed, such third party; (ii) based upon a representation made by Partner to such third party; or (iii) based upon a Partner’s breach of this Agreement (each a “Claim Against CrashPlan”), and will indemnify CrashPlan from any damages, attorney fees and costs finally awarded against CrashPlan as a result of, or for any amounts paid by CrashPlan under a settlement approved by Partner in writing of, a Claim Against CrashPlan, provided CrashPlan (A) promptly gives Partner written notice of the Claim Against CrashPlan, (B) gives Partner sole control of the defense and settlement of the Claim Against CrashPlan (except that Partner may not settle any Claim Against CrashPlan unless it unconditionally releases CrashPlan of all liability), and (C) gives Partner all reasonable assistance, at Partner’s expense.
15.2 Indemnification by CrashPlan. CrashPlan will defend Partner against any claim, demand, suit or proceeding made or brought against Partner by a third party alleging that the Offerings, or the Partner Portal, infringes or misappropriates the intellectual property rights of such third party (a “Claim Against Partner”), and will indemnify Partner from any damages, attorney fees and costs finally awarded against Partner as a result of, or for amounts paid by Partner under a settlement approved by CrashPlan in writing of, a Claim Against Partner, provided Partner (i) promptly gives CrashPlan written notice of the Claim Against Partner, (ii) gives CrashPlan sole control of the defense and settlement of the Claim Against Partner (except that CrashPlan may not settle any Claim Against Partner unless it unconditionally releases Partner of all liability), and (iii) gives CrashPlan all reasonable assistance, at CrashPlan’s expense. If CrashPlan receives information about an infringement or misappropriation claim related to the Offerings or Partner Portal CrashPlan may in its discretion and at no cost to Partner (iv) modify the Offerings or Partner Portal so that they are no longer claimed to infringe or misappropriate, (v) obtain a license for Partner’s or Customer’s (as applicable) continued use of that Offering in accordance with this Agreement; or (vi) terminate any of Partner’s or Customer’s (as applicable) rights for that Offering upon thirty (30) days’ written notice and refund Partner or Customer (as applicable) any prepaid fees covering the remainder of the term of the terminated Offerings. The above defense and indemnification obligations do not apply to the extent a Claim Against Partner arises from (vii) Content, a Non-CrashPlan Application or Partner’s breach of this Agreement, the Documentation or applicable Order Forms; or (viii) the use or combination of the Offerings, the Partner Portal, or any part thereof with software, hardware, data, or processes not provided by CrashPlan, if the Offerings or Partner Portal, or use thereof, would not infringe without such combination.
15.3 Exclusive Remedy. This “Indemnification” section states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of claim described in this section.
16. MISCELLANEOUS.
16.1 Assignment. Neither party may assign its rights or obligations under this Agreement or any Order, by operation of law or otherwise, without the prior written consent of the other party. But either party may assign this Agreement without consent to its Affiliates or to any successor or assign that has acquired substantially all of its business relating to this Agreement. This Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns. Any purported assignment in violation of this Section is void.
16.2 Governing Law and Venue. This Agreement is governed by the laws of the State of Minnesota without regard to its principles of conflicts of law, and any dispute arising out of this Agreement will be exclusively resolved in the State or Federal courts located in Hennepin County, Minnesota.
16.3 Notice. All notices will be in writing and deemed given the second business day after mailing if sent by a recognized overnight courier (receipt requested). CrashPlan will send notices to you at the address in your Order. You will send notices to CrashPlan Group LLC at: 400 South 4th Street, Suite 410, PMB 31083, Minneapolis, Minnesota, United States of America, Attention: Legal Department. Except for notices of termination or indemnification, notices may also be delivered by email and are effective the business day after sending. CrashPlan will email Offering-related notices to the system administrator that you designate. You will email all notices to CrashPlan at legal@crashplan.com.
16.4 Force Majeure. Neither party will be liable for any delay or failure to perform any obligations under this Agreement or any Order (except for payment obligations), due to any cause beyond its reasonable control including acts of God, labor disputes or other industrial disturbances, systemic electrical, telecommunications or other utility failures, supply failures by third party service providers (including internet service provider failures or delays, or denial of service attacks), earthquakes, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism or war.
16.5 Entire Agreement. The Agreement as it may be modified from time to time is the entire agreement of the parties regarding your purchase and use of the Offerings. The Agreement supersedes all prior or contemporaneous communications, understandings and agreements, whether written or oral, between the parties regarding its subject matter. In the event of a conflict, the descending order of precedence is: (A) the Order, (B) the body of this Agreement, and (C) the applicable Ancillary Document.
16.6 Counterparts. Each party may sign this agreement using an electronic or handwritten signature, which are of equal effect, whether on original or electronic copies.
16.7 Waiver and Amendment. No waiver of any provisions of these Terms shall be a further or continuing waiver of that term. CrashPlan’s failure to assert any right or provision under these Terms does not constitute a waiver of that right or provision. Any modification of this Agreement must be in writing and signed by the party against whom the modification will be enforced.
16.8 Relationship of the Parties. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture or agency relationship. Neither party has any authority to assume or create any obligation of any kind in the name of or on behalf of the other party.
16.9 Third Party Rights. Other than as expressly provided in the Agreement, the Agreement does not create any rights for any person who is not a party to it, and no person who is not a party to the Agreement may enforce any of its terms or rely on any exclusion or limitation contained in it.
16.10 Severability. If any provision of the Agreement is held to be invalid or unenforceable, the remaining provisions of the Agreement will remain in force to the maximum extent feasible or permitted by law.
16.11 Construction. The Offerings will be provided in the English language. The words “include” and “including” mean “including but not limited to.” Section headings are for convenience only and are not to be used in interpreting this Agreement.
