1Password Partner Program Agreement
THIS VERSION OF THE PARTNER PROGRAM AGREEMENT IS EFFECTIVE AS OF NOVEMBER 19, 2024. ALL PARTNERS THAT SIGNED UP TO THE 1PASSWORD PARTNER PROGRAM PRIOR TO THAT DATE WILL CONTINUE TO BE SUBJECT TO THE PREVIOUS VERSION OF THE 1PASSWORD PARTNER PROGRAM AGREEMENT LAST UPDATED ON JULY 24, 2023 AND AVAILABLE AT: HTTPS://1PASSWORD.COM/LEGAL/PARTNERSHIP-AGREEMENT-072023 UNTIL FURTHER NOTICE.
Last updated: November 19, 2024
BY SUBMITTING AN APPLICATION TO JOIN THE 1PASSWORD PARTNER PROGRAM, PARTICIPATING IN THE 1PASSWORD PARTNER PROGRAM, PLACING AN ORDER FOR THE SERVICES, OR CLICKING “I AGREE” OR A SIMILAR PHRASE WHEN YOU SIGN UP FOR A PARTNER ACCOUNT, YOU AGREE TO BE BOUND BY THE APPLICABLE SECTIONS OF THE FOLLOWING PARTNER PROGRAM AGREEMENT (THE “PARTNER AGREEMENT”).
THE PARTNER AGREEMENT IS BETWEEN YOU, AS PARTNER (AS DEFINED BELOW IN SECTION A.1.), AND AGILEBITS INC. (DBA 1PASSWORD), A CORPORATION INCORPORATED UNDER THE LAWS OF THE PROVINCE OF ONTARIO, CANADA, AND HAVING ITS PRINCIPAL PLACE OF BUSINESS AT 4711 YONGE ST, 10TH FLOOR, TORONTO, ONTARIO, M2N 6K8, CANADA (“1PASSWORD”). EACH OF PARTNER AND 1PASSWORD IS A “PARTY” AND TOGETHER THE “PARTIES”.
YOU CAN REVIEW THE CURRENT VERSION OF THE PARTNER AGREEMENT AT ANY TIME AT HTTPS://1PASSWORD.COM/LEGAL/PARTNERSHIP-AGREEMENT. IF A SIGNIFICANT CHANGE IS MADE, 1PASSWORD WILL PROVIDE REASONABLE NOTICE EITHER BY EMAIL, OR IN YOUR PARTNER DASHBOARD. YOU ARE ADVISED TO CHECK THE PARTNER AGREEMENT FROM TIME TO TIME FOR ANY UPDATES OR CHANGES THAT MAY IMPACT YOU. ANY REFERENCE TO THE PARTNER AGREEMENT INCLUDES ANY AND ALL TERMS AND DOCUMENTS INCORPORATED BY REFERENCE.
YOU REPRESENT THAT YOU PARTNER HAS GIVEN YOU FULL AUTHORITY TO BIND THE PARTNER TO THE PARTNER AGREEMENT. IF YOU DO NOT HAVE THIS AUTHORITY, OR YOU OR PARTNER DO NOT AGREE TO, OR CANNOT COMPLY WITH, THE PARTNER AGREEMENT, THEN YOU OR PARTNER MAY NOT SUBMIT AN APPLICATION, PARTICIPATE IN THE 1PASSWORD PARTNER PROGRAM, REQUEST A QUOTE OR PLACE AN ORDER WITH 1PASSWORD.
THIS PARTNER AGREEMENT ADDRESSES DIFFERENT TYPES OF PARTNER ACTIVITIES: PART A APPLIES TO ALL PARTNERS; PART B APPLIES TO RESELLERS; PART C MANAGED SERVICE PROVIDERS. IF YOU DO NOT PARTICIPATE IN PARTNER ACTIVITIES DESCRIBED IN PARTS B, OR C, THEN THESE PARTS OF THE PARTNER AGREEMENT DO NOT APPLY TO YOU.
PART A – APPLIES TO ALL PARTNERS
1. Definitions
Unless defined elsewhere in the Partner Agreement, capitalized terms set out in the Partner Agreement are defined as follows:
1.1 “1Password Terms” refers to the terms and conditions governing Customer’s access to and use of the Services, as detailed at https://1password.com/legal/terms-of-service. This includes, where applicable, the Data Processing Agreement and any related policies, all of which may be updated, amended, or revised from time to time by 1Password at its sole discretion. These Terms of Service outline the rights, responsibilities, and obligations of both 1Password and the Customer in relation to the Services.
1.2 “Affiliate” means any majority-owned subsidiary or other entity which a party controls or is controlled by, or with which it is under common control with a party.
1.3 “Authorized Users” means those individuals associated with a Customer and who have been authorized by the Customer to access and use the Services.
1.4 “Brand Guidelines” means the 1Password brand guidelines available at https://1password.com/files/1password-media-kit-102024.zip.
1.5 “Confidential Information” has the meaning given to that term in Section 13.1.
1.6 “Customer” means any legal entity with which the Partner has entered into a commercial relationship for the use of the Services. Customers are bound by either: (i) the 1Password Terms; or (ii) a negotiated agreement between the Customer and 1Password.
1.7 “Documentation” means any materials, resources, guides, manuals, specifications, or related content made available by 1Password to the Partner. This documentation is intended to provide detailed information, guidance, or instructions regarding the use, integration, promotion, or support of the Services or Partner Program.
1.8 “Effective Date” means the date that the Partner accepts this Partner Agreement.
1.9 “Intellectual Property” means any and all tangible and intangible rights associated with and now known or hereafter existing: (i) works of authorship throughout the universe including, but not limited to, copyrights, moral rights, and mask works; (ii) trademarks, service marks and trade name rights and similar rights; (iii) trade secrets; (iv) patents, designs, algorithms and other industrial property rights; (v) all other intellectual and industrial property and proprietary rights of every kind and nature throughout the universe and however designated, whether arising by operation of law, contract, license or otherwise; and (vii) all registrations, applications, renewals, extensions, continuations, divisions or reissues thereof now or hereafter in force globally.
1.10 “International Trade Control Authority” means (i) the United States, (ii) Canada, (iii) the United Nations Security Council, (iv) the European Union, (v) any Member State of the EU, (vi) the United Kingdom, (vii) the respective governmental institutions of any of the foregoing including, without limitation, or (viii) any other relevant authority.
1.11 “International Trade Control Laws” means laws and regulations governing the export, re-export, transfer, or re-transfer of goods, software, technology, technical data, and technical services, and economic or financial sanctions (such as restrictive measures, asset freezes, etc.) or trade embargoes, decisions, executive orders, notices, or other comprehensive or non-comprehensive prohibitions against transaction activity, imposed, implemented, enacted, administered, or enforced by any International Trade Control Authority.
1.12 “Managed Customers” means those Customers purchasing the Managed Service Services through the MSP pursuant to an agreement with the MSP.
1.13 “Managed Services” means MSP’s managed service offering in which MSP provides a Managed Customer with access to the Services along with implementation, billing and support services.
1.14 “MSP Data” means any information, data, or content provided or uploaded by the MSP, a Managed Customer or its Authorized Users within the Services.
1.15 “Partner” means an entity that has agreed to the terms of this Partner Agreement and participates in the 1Password Partner Program. The different types of Partners are listed below and Partner may qualify as more than one type of Partner concurrently for the purpose of this Partner Agreement, depending on the circumstances:
1.15.1 “Reseller” is a Partner authorized to market, promote, and sell the 1Password Services to Customers. The Reseller acts as an intermediary between 1Password and Customers and facilitates sales without altering the 1Password’s Services.
1.15.2 “Managed Service Provider” or “MSP” means Partners that sell and provide Managed Services to Managed Customers.
1.16 “Partner Program” means the resources made available by 1Password to Partners from time to time.
1.17 “Purchase Order” shall mean a purchase order document, in tangible or intangible form (e.g. .rtf, .pdf, formats, etc.), issued by Partner, indicating acceptance of the referenced Quotation, without regards to any conflicting terms and conditions presented therein, except with respect to price, quantity, and location.
1.18 "Order Form" means a document that outlines the specific terms and conditions for the purchase of Services by Partner on behalf of Customer, including but not limited to descriptions, quantities, pricing, payment terms, and other relevant details.
1.19 “Quotation” means a written quotation issued by 1Password to the Partner for certain Services required by the Partner for resale to the Customers.
1.20 “Resale License” means the rights, licenses and subscriptions granted by 1Password to Partner pursuant to Section 3 of this Partner Agreement.
1.21 “Restricted Party” means a person, whether or not having a legal personality, (or persons in aggregate) who (a) is (or are) listed on any Sanctions List, (b) or is (or are) “owned” directly or indirectly, individually or in the aggregate, 50% or greater, or “controlled” (as such terms are defined and construed in International Trade Control Laws in any related official guidance), directly or indirectly, by a person (or persons in aggregate) who is (or are) listed on any Sanctions List, or (c) is or has been acting on behalf or at the direction of a person (or persons in aggregate) who is identified in (a) or (b) above or is otherwise targeted by International Trade Control Laws.
1.22 “Sanctions List” means all sanctions lists maintained by any of the competent International Trade Control Authorities as amended, supplemented, or substituted, including but not limited to the U.S. Department of the Treasury’s Office of Foreign Assets Control’s (OFAC) Specially Designated Nationals List, Sectoral Sanctions Identification List, and the Foreign Sanctions Evaders List; the U.S. Department of Commerce’s Entity List, Unverified List Denied Persons List, or Military End User List; the Consolidated Canadian Autonomous Sanctions List; the Consolidated List of Financial Sanctions Targets issued by His Majesty's Treasury and the UK Sanctions List; and the EU Consolidated list of persons, groups and entities subject to EU financial sanctions and entities subject to EU financial sanctions listed in Annex XIX of Council Regulation (EU) No 833/2014.
1.23 “Services” means 1Password’s subscription service(s), including any and all related or underlying technology, code, know-how, logos, and templates, anything delivered as part of support or other services, and any updates, modifications or derivative works of any of the foregoing.
1.24“Taxes” means all federal, provincial, state, local or other governmental sales, value added, goods and services, harmonized or other taxes, fees or charges now in force or enacted in the future.
1.25 “Territory” means any territory established by 1Password with the Partner.
2. Purpose
2.1 This Partner Agreement sets forth the terms and conditions under which the 1Password authorizes Partners to promote, market, and resell the 1Password's Services. The purpose of this Partner Agreement is to establish a collaborative partnership that enables Partners to distribute the 1Password Services to Customers, either directly or through authorized channels, in a manner that benefits all parties.
3. Grant of License
3.1 Grant of Resale License. 1Password hereby grants to Partner a non-transferable, non-exclusive, non-exclusive license to promote, market, distribute, and resell the Services to Customers in the Territory during the term of this Partner Agreement (the “Resale License”), subject at all times to the terms and conditions of this Partner Agreement, as it may be updated and amended by 1Password from time to time in its sole discretion. 1Password acknowledges that Partner retains the right to market services on behalf of other service providers which are the same or substantially similar to the 1Password Services described herein.. Partner will have no right, power, or authority to bind or obligate 1Password in any manner whatsoever except as specifically provided herein. 1Password retains all ownership rights, title, and interest in and to the Services and any technology therein, including all intellectual property rights therein and thereto.
3.2 Customer Termination. Partner agrees that, for the duration of this Partner Agreement, Partner will not directly or indirectly solicit or encourage any Customer to terminate 1Password Services. However, Partners may facilitate termination of Services at the Customer's request or in accordance with the Terms.
3.3 Evaluation Agreements. If the applicable Purchase Order indicates that the licenses granted are for evaluation purposes, 1Password hereby grants Partner a temporary, non-exclusive, non-transferable, and revocable license to resell the Services solely for internal testing, evaluation, proof-of-concept, or demonstration purposes during the specified evaluation period.
4. Intellectual Property
4.1 Marks. 1Password retain all rights, title, and interest in and to our Services, including any modifications or derivative works thereof, except for those rights expressly granted to you in this Partner Agreement. Neither Party shall use or register any marks, trade names, domain names, or other identifiers (collectively, "Marks") of the other party, or any marks that are confusingly similar to those of the other Party. 1Password reserves the right to use Partner Marks solely to reference Partner as an authorized Partner. Partner may utilize 1Password Marks in relation to the Services, but only in accordance with the Brand Guidelines, along with any additional partner style guidelines we may provide through written communication. Should 1Password provide written notice that Partner’s use of 1Password Marks does not comply with the Brand Guidelines, Partner will immediately cease or suspend such use in any marketing materials.
4.2 Partner Marks. 1Password may use Partner’s name, logo, and marks (“Partner Marks”) to identify Partner as a 1Password Partner on 1Password’s website and other marketing materials. 1Password may identify the Partner during communications with 1Password’s partners, customers, or prospects without Partner’s consent. All use of Partner Marks will be in accordance with any marketing and usage guidelines provided by Partner, as they may be reasonably amended from time to time.
4.3 Restrictions. Partner shall not, and shall not cause, encourage or assist any third party to: (a) access or use the Services in excess of what is allowed in this Partner Agreement, or pursuant to any other limitations described in a Quote or Purchase Order; (b) alter, translate, create derivative works of or otherwise modify the Services; (c) reverse engineer, decompile, disassemble or otherwise attempt to derive the detection methodology or data, source code, algorithms, or machine learning methods for a Service (except to the extent that such prohibition is expressly precluded by applicable law), circumvent its functions, or attempt to gain unauthorized access to a Service or its related systems or networks; (d) remove or alter any notice of proprietary right appearing in the Services, or affix or place any labels or markings in the Services that might be interpreted as a claim of ownership by Partner or any third party; (e) conduct any benchmark, stress tests or other review or analysis for the purpose of competing with 1Password, or (f) perform an analysis of the Offerings versus competitor products or publish a review or the results of any evaluation of the Services unless approved by 1Password in writing.
4.4 Feedback. Partner may provide 1Password with suggestions, comments and feedback regarding the Services, including but not limited to usability, bug reports and test results, with respect to the foregoing (collectively, “Feedback”). Partner grants 1Password a worldwide, non-exclusive, perpetual, irrevocable, royalty free, fully paid up right without any attribution of any kind (and without publicly identifying Partner): (i) to make, use, copy, modify, sell, distribute, sub-license, and create derivative works of, the Feedback as part of any Service or related technology, specification or other documentation; (ii) to publicly perform or display, import, broadcast, transmit, distribute, license, offer to sell, and sell, rent, lease or lend copies of the Feedback (and derivative works thereof) as part of any Service or related technology, specification or other documentation; (iii) solely with respect to Partner’s copyright and trade secret rights, to sublicense to third parties the foregoing rights, including the right to sublicense to further third parties; and (iv) to sublicense to third parties any claims of any patents owned or licensable by Partner that are necessarily infringed by a third party product, technology or service that uses, interfaces, interoperates or communicates with the Feedback or portion thereof incorporated into an Offering or related technology, specification or other documentation. Further, Partner warrants that its Feedback is not subject to any license terms that would purport to require 1Password to comply with any additional obligations with respect to any Service or related technology, specification or other documentation that incorporate any Feedback.
5. Partner Responsibilities
5.1 1Password Terms. The Partner is responsible for ensuring that each Customer is made aware of, and agrees to, the 1Password Terms or a separate agreement between Customer and 1Password. The Partner shall provide the 1Password Terms to each Customer at the point of sale. Any questions or concerns regarding the 1Password Terms shall be promptly referred to 1Password. 1Password reserves the right to update the 1Password Terms from time to time at its reasonable discretion.
5.2 Insurance. Partner agrees to maintain, at its own expense, appropriate insurance coverage throughout the term of this Partner Agreement to safeguard both parties' interests. Such insurance shall include, but is not limited to, general liability, cyber liability, professional liability, and any other coverage necessary to fulfill the obligations under this Partner Agreement. All policies must be issued by insurers with a minimum rating of A- by A.M. Best or a comparable rating from another reputable rating agency. Upon request, the Partner shall promptly provide certificates of insurance as evidence of such coverage. Additionally, the Partner agrees to notify the 1Password immediately of any cancellation, non-renewal, or material changes to the insurance policies.
5.3 Data Processing Agreement. Partner agrees to notify Customers that the Services are provided by 1Password and that we may process and transfer, use, modify, reproduce, and distribute Customer Data in order to provide and operate the Services.
The Partner acknowledges and agrees that any processing of personally identifying information shall be in accordance with Customer instructions and governed by the terms of the 1Password Data Processing Addendum (“DPA”), available at https://1passwordstatic.com/files/legal-center/1Password-Online-MSP-DPA.pdf. The DPA is hereby incorporated into and forms an integral part of this Partner Agreement.
5.4 Sales and Marketing Efforts. Partner shall promote and distribute the Service in accordance with the following terms: (a) Partner shall represent the Services accurately and fairly, refraining from all misleading or unethical business practices; (b) Partner shall maintain marketing and customer service standards that are appropriate to maintain high-quality Services and to reflect favorably on both the Partner and 1Password’s reputation; (c) Partner shall comply with all applicable local, state, provincial, federal, and foreign laws in respect to the marketing communications, promotion and resale of the Services; and (d) Partner shall include in all advertising all applicable copyright and trademark notices as they appear on or in the Services, or as otherwise reasonably directed by 1Password. Partner shall not make any representations as to the functionality or performance of the Services or any related documentation or marketing materials, except as permitted under the Partner Program or as specifically approved in writing by 1Password. Neither Party will issue any press release, public announcement, or public statement about this Partner Agreement or the subject matters related to this Partner Agreement without the other Party’s prior written approval (email sufficient).
5.5 Training Requirements. Partner will: (a) meet any standards mutually agreed upon by the Parties for displaying, demonstrating, and explaining the use and operation of the Services to customers and potential customers; and (b) maintain an adequate staff of trained sales and support personnel, meeting the minimum requirements agreed to by the parties in writing.
6. Fees and Payment
6.1 Payment. Partner shall pay 1Password within thirty (30) calendar days of invoice date, regardless of whether Partner has been paid by Customer. Partner is solely responsible for the collection of amounts owed to Partner by Customer for the Services and the failure to collect money owed by Customer does not excuse Partner’s performance to pay 1Password. 1Password shall have no obligation to cease to provide or suspend the Services to any Customer.
6.2 Pricing. 1Password will periodically provide Partner with an updated price list for the Services, which may be revised at 1Password's sole discretion. Partner shall collaborate with 1Password to set pricing for the Services sold by Partner. Under no circumstances shall Partner sell any Services below any minimum price established by 1Password.
6.3 Partner Margin. Partners are responsible for setting their pricing for Services. 1Password has no responsibility to Partner for, and makes no promises or commitments to Partner regarding, Partner’s success in the Partner Program, Partner’s profits or margins, or its ability to continue to participate in the Partner Program or sell to any Customers in the future.
6.4 Taxes. Any amounts payable by Partner to 1Password under this Partner Agreement that arise as the result of any activity under this Agreement shall be exclusive of Taxes. Such Taxes are in addition to any other amounts owing. If Partner is exempt from payment of such Taxes, Partner must provide 1Password with an original certificate (or other equivalent documentation) that satisfies applicable legal requirements attesting to tax-exempt status. Tax exemption will only apply from and after the date 1Password receives such certificate. Partners are responsible for all applicable Taxes that arise from or as a result of any activities under this Partner Agreement or with respect to Partners dealings with Customers. If Taxes are not collected by 1Password in respect of amounts paid by Partner to 1Password for Customer transactions, Partner is responsible for determining if Taxes are payable on such transactions, and if so, paying Taxes to the appropriate tax authorities. Any amounts owing to 1Password by Partner under this Partner Agreement will be free and clear of, and without deduction or withholding for, any withholding taxes of any taxing jurisdictions. If withholding taxes must be withheld from amounts owing to 1Password, such payable will be increased such that the amount received by 1Password is the same as it would have been if no withholding taxes were withheld.
6.5 Bundling. The Partner may sell the Services either as a standalone offering or bundled with other Partner products or services.
7. Request for Information and Audits
7.1 Audits. Partner shall maintain complete and accurate accounting records, in accordance with generally accepted accounting principles, to document the resale of Services to Customers. 1Password reserves the right to audit these records periodically. Such audits will generally be limited to once per year, and only in cases where there is reasonable doubt concerning the Partner’s accounting. Audits will be conducted during Partner’s regular business hours, at 1Password's expense, with a minimum of two weeks' written notice provided.
8. Beta Products
8.1 Pre-Released Services. If the applicable Purchase Order indicates that the licenses granted are for services that are not yet commercially available ("Pre-Released Services"), 1Password grants the Partner a temporary, non-exclusive, non-transferable, and revocable license to resell the Pre-Released Services and to the associated documentation, as provided by 1Password, solely for internal evaluation purposes. 1Password may terminate the Partner’s or Customer’s right to use the Pre-Released Services at any time, at its sole discretion. The Partner’s or Customer’s use of the Pre-Released Services is limited to thirty (30) calendar days unless otherwise specified in the Purchase Order.
8.2 No Guarantee of Continuity. The Partner acknowledges and agrees that (i) 1Password has not promised or guaranteed that the Pre-Released Services will be announced or made generally available in the future; (ii) 1Password has no obligation, express or implied, to announce or introduce the Pre-Released Services; and (iii) any use of the Pre-Released Services is entirely at the Customer’s own risk.
9. Term and Termination
9.1 Term. This Partner Agreement shall commence on the Effective Date and continue until terminated in accordance with the terms of this Partner Agreement (the “Term”).
9.2 Termination without Cause. Either Party may terminate this Partner Agreement at any time without cause, which termination shall become effective upon thirty (30) days’ prior written notice to the other Party.
9.3 Termination for Cause. Either Party may terminate this Partner Agreement immediately upon written notice to the other party in the event of a material breach of any provision of this Partner Agreement by the other party, provided that such breach is not cured within thirty (30) days following receipt of written notice specifying the breach in detail. If the breach is not capable of being cured, the non-breaching party may terminate this Partner Agreement immediately upon notice.
9.4 Effects of Termination. Upon termination of this Partner Agreement, the Partner shall immediately cease all marketing and promotional activities related to the Services. Neither Party shall be held liable for any damages resulting from the valid termination of this Partner Agreement. Any such termination shall not affect any claims arising prior to the effective date of termination. Upon termination of this Partner Agreement, all sales, transactions, or obligations made or incurred by Reseller prior to the effective date of termination shall continue to be honored and performed in accordance with their respective terms. Termination of this Partner Agreement shall not relieve either Party of any rights or obligations accrued before such termination, including but not limited to the fulfillment of pending orders, payments due, and compliance with applicable terms and conditions of any sales or commitments made.
10. Representations and Warranties
10.1 Binding Obligation. Each Party represents and warrants to the other Party that it has the right to enter into this Partner Agreement, and that this Partner Agreement constitutes a valid binding obligation of such party, enforceable against such party in accordance with its terms and does not conflict with or violate any agreements such party has with any third party.
10.2 Not Binding on Other Party. Each Party shall not make a representation, warranty, or other statement that purports to be on behalf of the other Party that is not specifically authorized in writing by a person authorized to bind the other Party.
11. Indemnification
11.1 1Password Indemnity. 1Password will defend, indemnify and hold Partner against any claim, demand, suit or proceeding made or brought against Partner by a third party alleging that the Services infringes or misappropriates the intellectual property rights of such third party (an “Infringement Claim”), 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 1Password in writing of, an Infringement Claim, provided Partner (a) promptly gives 1Password written notice of the Infringement Claim, (b) gives 1Password sole control of the defense and settlement of the Infringement Claim (except that 1Password may not settle any Infringement Claim unless it unconditionally releases Partner of all liability), and (c) gives 1Password all reasonable assistance, at 1Password’s expense. If 1Password receives information about an infringement or misappropriation claim related to the Services, 1Password may in its discretion and at no cost to Partner (i) modify the Services so that they are no longer claimed to infringe or misappropriate, (ii) obtain a license for Partner’s or Customer’s (as applicable) continued use of that Service in accordance with this Partner Agreement; or (iii) terminate any of Partner’s or Customer’s (as applicable) rights for that Service 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 Services. The above defense and indemnification obligations do not apply to the extent a Claim Against Partner arises from (i) Partner’s breach of this Partner Agreement, the Documentation or applicable Purchase Orders or Order Forms; or (ii) the use or combination of the Services, or any part thereof with software, hardware, data, or processes not provided by 1Password, if the Services, or use thereof, would not infringe without such combination.
11.2 Partner Indemnity. Partner shall defend, indemnify and hold 1Password and its subsidiaries and its directors, officers, shareholders, employees, consultants, affiliates and agents harmless against any and all damages, liability, costs and expenses (including legal fees and expenses) arising out of any third party (including from any Customer or Authorized User) claim, suit, action, damages, costs, losses, expenses and other liabilities arising from or in connection with: (a) any representations or warranties made by Partner in respect to the Services or any portions thereof beyond those authorized in this Partner Agreement; (b) any violation of International Trade Control Laws by Partner, its employees, or agents acting on its behalf. Partner’s obligations in this Section 11.2 include, without limitation settlement at Partner’s expense and payment of judgments finally awarded by a court of competent jurisdiction, as well as payment of court costs and other reasonable expenses.
11.3 Conditions. The indemnitor’s obligations in Sections 11.1 and 11.2 are conditioned on the indemnitee: (a) promptly giving written notice of the claim to the indemnitor (although a delay of notice will not relieve the indemnitors of its obligations under this clause except to the extent that the indemnity is prejudiced by such delay); (b) giving the indemnitor sole control of the defence and settlement of the claim (although indemnitor may not settle any claim unless it unconditionally releases indemnitee of all liability); and (c) providing to the indemnitor, at the indemnitor’s cost, all reasonable assistance. This Section 11 states each indemnitee’s exclusive remedies and the indemnitor’s sole obligations for all third-party Claims related to the subject matter of this Section.
12. Limitation of Liability
12.1 CONSEQUENTIAL DAMAGES WAIVER. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND INCLUDING, WITHOUT LIMITATION, LOSS OF USE, LOSS OF DATA, LOSS OF SALES OR PROFIT, FAILURE TO REALIZE EXPECTED SAVINGS, BUSINESS INTERRUPTION, LOSS OF BUSINESS, PERSONAL INJURY, PROPERTY DAMAGE, ANY LOSS ASSOCIATED WITH OR ARISING IN RELATION TO ANY 1PASSWORD SERVICES OR DELIVERABLES; OR ANY LOSS OR FAILURE RESULTING FROM THE USE OF OR INABILITY TO USE ANY 1PASSWORD SERVICES OR DELIVERABLES, OR THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT: (A) WHETHER OR NOT SUCH LOSSES OR FAILURES ARE CONSIDERED DIRECT OR INDIRECT, ARE REASONABLY FORESEEABLE, OR SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR FAILURE TO REALIZE; AND (B) HOWEVER CAUSED, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM 1PASSWORD’S SERVICES OR DELIVERABLES, AND (C) REGARDLESS OF THE THEORY OF LIABILITY INCLUDING, WITHOUT LIMITATION, WHETHER THE ACTION AROSE IN CONTRACT (INCLUDING, WITHOUT LIMITATION, FROM A FUNDAMENTAL BREACH, OR BREACH OF A CONDITION, FUNDAMENTAL TERM OR WARRANTY); OR IN TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE); OR OTHERWISE.
12.2 LIABILITY CAP. EXCEPT AS SET OUT IN SECTION 12.2, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS PARTNER AGREEMENT (INCLUDING, BUT NOT LIMITED TO, CLAIMS FOR NEGLIGENCE, STRICT LIABILITY, BREACH OF CONTRACT, MISREPRESENTATION, OR TORT CLAIMS) WILL NOT EXCEED THE GREATER OF (A) WITH RESPECT TO ANY CLAIM OR SET OF CLAIMS RELATING TO THE SAME EVENTS, THE AMOUNT ACTUALLY PAID OR PAYABLE BY PARTNER TO 1PASSWORD FOR THE APPLICABLE SERVICES IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) $100,000 USD.
12.3 SUPERCAP. EACH PARTY’S TOTAL AGGREGATE LIABILITY WILL NOT EXCEED THE GREATER OF FIVE (5) TIMES FEES PAID TO 1PASSWORD BY PARTNER IN THE PREVIOUS TWELVE (12) MONTHS FOR (I) A PARTY’S BREACH OF THE CONFIDENTIALITY OBLIGATIONS UNDER SECTION 13 OR (II) INDEMNIFICATION OBLIGATIONS RELATED TO AN INFRINGEMENT CLAIM UNDER SECTION 11.
13. Confidentiality
13.1 Confidential Information. The Parties acknowledge that a Party (the “Receiving Party”) may receive Confidential information relating to the other Party (the “Disclosing Party”). A Receiving Party will use the same or greater degree of care in safeguarding Confidential Information as it uses for its own Confidential Information of like importance, but no less than reasonable care. A Receiving Party is permitted to disclose Confidential Information to its Affiliates, employees, subcontractors, and agents who, in each case, have a need to know to perform the Receiving Party’s obligations or exercise its rights under this Partner Agreement, and who are subject to confidentiality obligations at least as protective of the Disclosing Party’s Confidential Information as those contained in this Partner Agreement. The Receiving Party is liable for its Affiliates’, employees’, subcontractors’, and agents’ compliance with the terms of this Section 13. Upon request, all copies and excerpts of Confidential Information will be promptly returned to the Disclosing Party, or securely erased or destroyed, excepting any archived copies, which will remain subject to these confidentiality provisions
13.2 Exclusions. A Receiving Party’s obligation of confidentiality and restriction on use will not apply to Confidential Information if, and only to the extent that it can demonstrate, the Confidential Information: (a) was known to the Receiving Party before receipt from the Disclosing Party; (b) was generally available to the public (or becomes so) without the fault or negligence of the Receiving Party; (c) was rightfully received by the Receiving Party from a third Party without a duty of confidentiality; or (d) was independently developed by the Receiving Party without any use of or reference to the Disclosing Party's Confidential Information
13.3 Compelled Disclosure. If the Receiving Party is served with a subpoena or order issued by a court of competent jurisdiction that requires the disclosure of Confidential Information, the Receiving Party shall, except as prohibited by applicable law, promptly notify the Disclosing Party thereof in writing, in any event before disclosure is made, so that the Disclosing Party may seek an appropriate protective order. To the extent legally permitted, the Receiving Party will consult and cooperate with the Disclosing Party to obtain a protective order or other reliable assurance that confidential treatment will be accorded to the Confidential Information and will otherwise only disclose that portion of the Confidential Information that is required to be disclosed.
13.4 Irreparable Harm. The Parties acknowledge and agree that any breach of the terms of Section 13. will cause irreparable harm and damage to the aggrieved Party. The Parties further agree that each Party shall be entitled to pursue injunctive relief to prevent breaches of this Section 13 and to specifically enforce the terms and provisions of this Section 13, in addition to any other remedy to which such Party may be entitled, at law or in equity
13.5 Executed Non-Disclosure Agreement. To the extent that Customer has entered into a non-disclosure agreement with 1Password in contemplation of this Partner Agreement (a “NDA”): (i) all Confidential Information disclosed under that NDA is deemed to have been disclosed under this Partner Agreement; (ii) this Partner Agreement is deemed to replace and supersede the NDA; and (iii) the NDA is hereby terminated.
14. Compliance with Laws
14.1 Compliance with Law. Each Party will comply with all Applicable Laws and regulations relating to the performance of its obligations under this Partner Agreement.
14.2 Compliance with International Trade Control Laws. Partner certifies that it is eligible to sell Services under applicable International Trade Control Laws and will not use the Services in breach of or contrary to International Trade Control Laws. Partner further certifies that Partner is not, and any of its Affiliates, subsidiaries, directors, or officers: (i) a Restricted Party; (ii) resident in or a national of a Restricted Region, or (iii) part of the Government of Venezuela. Partner will not (a) access, use, deal with, sell, supply, transfer, export, re-export, or otherwise make available, (b) broker the access, use, dealing with, sale, supply, transfer, export, or re-export of, or (c) permit an agent or end-user or any other Party to access, use, deal with, sell, supply, transfer, export, or re-export any part of the Services or 1Password’s other technology in violation of International Trade Control Laws, or in a manner that would cause 1Password (or any other Party) to violate International Trade Control Laws. Partner further acknowledges that breach of this Section 14.2 is a material breach of the Partner, which may cause a risk of harm or loss to 1Password or to 1Password’s other customers. If at any time Partner is unable to comply with this Section 14.2 during the Term of this Partner Agreement, Partner must notify 1Password in writing immediately. 1Password is not obliged to perform any obligation under this Partner Agreement to the extent the performance of such obligation would breach International Trade Control Laws or expose 1Password to any risk of enforcement action, liability on its part, or punitive or restrictive measures under International Trade Control Laws.
15. General Provisions
15.1 Relationship of the Parties. The Parties are independent contractors. This Partner Agreement does not create nor is it intended to create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties. There are no third-party beneficiaries to the Partner Agreement.
15.2 Disputes. Any dispute, controversy, or claim arising out of or relating to this Partner Agreement, or the breach hereof, must be referred to senior management of the Parties for good faith discussion and resolution. If any dispute, controversy, or claim cannot be resolved by such good faith discussion between the Parties, then each has all remedies available to them at law and in equity.
15.3 Governing Law and Jurisdiction. The Uniform Commercial Code (UCC), the United Nations Convention on Contracts for the International Sale of Goods, and the Uniform Computer Information Transactions Act (UCITA) do not apply to this Partner. This Partner Agreement and all relations, disputes, claims, and other matters arising hereunder (including non-contractual disputes and claims) shall be governed exclusively by, and construed procedurally and substantively, as follows:
WHERE PARTNER IS LOCATED:
Canada
GOVERNING LAW - Ontario
VENUE FOR DISPUTE - Toronto, Ontario
United States
GOVERNING LAW - Delaware
VENUE FOR DISPUTE - Wilmington, Delaware
Asia
GOVERNING LAW - Singapore
VENUE FOR DISPUTE - Singapore
European Union, United Kingdom, and any region not otherwise set out in this table
GOVERNING LAW - Ireland
VENUE FOR DISPUTE - Dublin, Ireland
15.4 Non-Exclusive Relationship. Nothing in this Partner Agreement shall preclude 1Password from marketing, selling, licensing, leasing or maintaining the Services or any other 1Password products, to or for any other party. Partner recognizes that 1Password may appoint other parties to represent any 1Password’s Services, including other parties who may compete with Partner.
15.5 Assignment. Neither Party may assign this Partner Agreement without the advance written consent of the other Party, except that each Party may assign this Partner Agreement without consent in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all of its assets or voting securities. Any attempt to transfer or assign this Partner Agreement except as expressly authorized under this section will be void. This Partner Agreement will bind and enure to the benefit of each Party’s permitted successors and assigns.
15.6 Disputes. Any dispute, controversy, or claim arising out of or relating to this Partner Agreement, or the breach hereof, must be referred to senior management of the Parties for good faith discussion and resolution. If any dispute, controversy, or claim cannot be resolved by such good faith discussion between the Parties, then each has all remedies available to them at law and in equity.
15.7 Notices. Any notice or communication under this Partner Agreement must be in writing and sent electronically. Notices are deemed given the first business day after sending by email. Partner must send any notices under this Agreement (including breach notices and warranty and indemnity claims) to 1Password at legal@agilebits.com, Attn: Chief Legal Officer. Notices to Customers will be sent to the email address on file. 1Password may also provide operational notices regarding the Service or other business-related notices through conspicuous posting of notices
15.8 Survival. The following provisions will survive the termination of this Partner Agreement: Sections 4.4, 6, 7, 9.4, 11-5 and all defined terms in this Partner Agreement.
PART B – APPLIES TO ALL RESELLERS
1.1 Purchases. Reseller may request a Quote from 1Password for any prospect opportunity. To purchase Services for a Customer, Reseller may either submit a Purchase Order to 1Password, or agree to an Order Form with 1Password. Purchase Orders may be submitted, or Order Forms may be signed by Partner, any time during the Term. Subject to the foregoing, the Purchase Order will contain, at a minimum, the following additional information: (i) description and identification of Services purchased; (ii) Customer information; (iii) quantity of each Authorized User to be purchased; (iv) confirmation of purchase price; and (v) Quote number identifying the applicable Quote. Each Purchase Order will make specific reference to this Partner Agreement, and thereby incorporate the terms of this Partner Agreement. The terms of this Partner Agreement prevail over any terms or conditions contained in any other documentation related to the subject matter of this Partner Agreement and expressly exclude any of Reseller’s general terms and conditions contained in any Purchase Order or other document issued by Reseller.
1.2 Order Acceptance. 1Password will use commercially reasonable efforts to respond to each Purchase Order within seven (7) business days from receipt thereof, with such acceptance or rejection to be in 1Password’s sole discretion. No Purchase Order will be binding on 1Password until accepted (in whole or in part) by 1Password. 1Password may condition acceptance of a Purchase Order or subscription start date after acceptance of a Purchase Order on Reseller’s creditworthiness or upfront payment. If 1Password accepts a Purchase Order, 1Password will notify the Reseller promptly in writing.
1.3 True Up. In the event that 1Password determines that Reseller’s Customer has over deployed the Services such that it is utilizing more Authorized Users then licensed under the Purchase Order, 1Password will notify Reseller in writing of any alleged discrepancy and Reseller agrees to pay such amounts within thirty (30) calendar days from receipt of such notification.
1.4 Channel Conflict. 1Password reserves the right, at its sole discretion, to make the final determination, on a good-faith basis, on compensation due, if any, to Reseller related to any particular commercial transaction with a Customer in the event that there exists a conflict between Reseller and any other value-added reseller, distributor, managed service provider, sales agent, or other authorized agent of 1Password.
1.5 Pricing, Incentives, Rebates. All pricing, discounts, rebates, and related information for the Services shall be provided to Reseller either through the Partner Portal or separately in writing. Reseller acknowledges and agrees to access and adhere to such information as specified by 1Password, and any updates or modifications to such terms shall be communicated via these channels.
1.6 Reseller Data Responsibilities. Each Reseller is responsible for managing the personally identifying information it submits in connection with a Purchase Order or Order Form. Reseller represents and warrants that it has: (i) complied with all applicable laws and contractual obligations in its collection, processing and transfer to 1Password in connection with a Purchase Order or Order Form; (ii) obtained all rights necessary to transfer such Purchase Order or Order Form to 1Password (including any contractual rights owed to third parties); and (iii) obtained valid consent of all individuals whose personal data is contained in such Purchase Order or Order Form and that such individuals have also consented to the intended use of such personal data, including the subsequent transfers to and processing by 1Password. Reseller acknowledges that 1Password may be required to provide personal data to third parties to comply with legally mandated reporting, disclosure, or other legal process requirements. Personally identifying information that 1Password receives in connection with a Purchase Order or Order Form submitted by Reseller will be handled in accordance with Customer instructions or as described in the 1Password Data Protection Addendum (currently available at https://1password.com/legal-center/DPA).
PART C - APPLIES TO ALL MANAGED SERVICE PROVIDERS
1.1 License for Managed Services. Subject to the terms of this Partner Agreement, including the payment of applicable fees, 1Password grants Partner the limited, non-exclusive, nontransferable license during the Term to (a) market and demonstrate the Services to potential Managed Customers for use as part of the Managed Services, and (b) open Managed Customer accounts to allow such Managed Customers to access and use the Services, and to permit the Managed Customer to access such Services only as part of the Managed Services. Any demonstrations to Managed Customers will be subject to 1Password’s guidelines and restrictions provided from time to time. MSP may only provide the Managed Services and corresponding Services access to Managed Customers directly and not through sub-distributors, other partners, OEM's, or any other third party. MSP is responsible for adding, maintaining and removing the user accounts of its Managed Customers.
1.2 Internal Not-For-Resale License. Subject to the terms of the this Partner Agreement, including the payment of fees, 1Password grants each MSP up to five (5) non-exclusive, nontransferable, revocable subscription licenses for MSP Users (“NFR License”), solely for internal evaluation, demonstration, and training purposes and not for resale, distribution, or commercial use. The MSP may request, and 1Password may grant additional NFR Licenses to MSP at 1Password’s sole discretion. All use by MSP of the NFR Licenses are subject to the 1Password Terms. 1Password reserves the right to limit the number of NFR Licenses available to MSP in the future upon advance notice to the MSP.
1.3 MSP Provided Support. MSP will provide its own maintenance and support services to each of its Managed Customers. MSP shall use all reasonable endeavors to attend to Support tickets without reliance on 1Password Maintenance. Notwithstanding the foregoing, 1Password will respond to all reasonable requests for Maintenance from MSP, provided such requests are submitted to 1Password in accordance with the Documentation. For the avoidance of doubt, 1Password will not be obligated to provide Maintenance directly to any Managed Customer.
1.4 No Fees or Billing as of Addendum Effective Date. 1Password will charge a Partner a monthly Net Seat Fee in accordance with the pricing disclosed by 1Password to Partner in writing. 1Password may amend the per Net Seat pricing at any time upon 30 days advance notice to the MSP. Any such Net Seat pricing will be applicable solely to Services purchased under Managed Services, and MSP may not apply such price list to any of its other resale activities.
1.5 Invoice and Billing. MSPs will be billed monthly in arrears and 1Password will deliver invoices to MSP following the Billing Period.
1.6 Aggregated Data. MSP acknowledges that 1Password may collect aggregated and de-identified statistics about MSP and Managed Customer’s use of the Services (“Aggregated Data”) to improve the Services. Such Aggregated Data may be derived from MSP Data, but will not contain any MSP Data, Customer Confidential Information, personal data (or personally identifiable information), or any data that can be used to identify MSP or any individuals (including Managed Customer and Authorized Users). 1Password may create, reproduce, publicize, or otherwise use such Aggregated Data for internal business purposes (including developing and improving the Services) and will not sell such Aggregated Data.
1.7 Implementation and Security Requirements. MSP shall deploy and use the Managed Services strictly in accordance with the Documentation and 1Password’s reasonable security standards as provided to MSP from time to time in writing and prevailing best industry practice for a managed services solution and related systems (such as ISO 27001, SOC 2, SSAE or relevant replacement or successor standards then in force). In the event that MSP wishes to deviate from any of the requirements stated therein, it will provide 1Password with a written request describing the proposed change, including a risk analysis of the desired implementation model. 1Password will, in its sole discretion, determine if the deviation is approved or rejected and notify MSP of its decision within ten (10) business days of MSP’s complete request. MSP agrees that all licenses and rights granted under this Partner Agreement shall be operated and maintained exclusively by MSP’s duly qualified personnel, in a safe and reasonable manner and in accordance with the Documentation.
1.14 Data Protection. Where required, when 1Password processes personal data (or personally identifiable information) as part of the Services, 1Password’s Partner Data Protection Addendum (currently available at https://1passwordstatic.com/files/legal-center/1Password-Online-MSP-DPA.pdf) (the "Partner DPA”) applies and is part of this Partner Agreement. 1Password may update or modify the Partner DPA from time to time upon written notice to MSP. The Parties further agree that the Partner DPA may be amended to comply with changes in Applicable Privacy and Data Protection Laws. Any such updates or modifications will become effective within 10 days after such notice is provided to MSP, unless MSP provides 1Password with written notice of its objection to such updates, in which case the current Partner DPA will remain in effect and 1Password may terminate the Partner Agreement.
1.8 Managed Customer Agreements. The MSP will ensure that each of its Managed Customers has agreed to the 1Password Terms prior to gaining access to the Managed Services. In addition to the Managed Customer agreeing to the 1Password Terms, prior to providing Managed Services access to any Managed Customer, Managed Customer and MSP must first enter into a written agreement that permits Managed Customer to access the Services as part of the Managed Services and meets the following criteria (“Customer Agreement”):
1.8.1 the Customer Agreement may not impose any obligations or liabilities on 1Password;
1.8.2 the Customer Agreement must be consistent with this Partner Agreement; and
1.8.3 MSP shall enforce the terms of its Customer Agreements with Managed Customers.
If either Party becomes aware of a Managed Customer being in breach of the 1Password Terms or the Customer Agreement, it will promptly notify the other Party and the Parties will work together to remediate any risks that such breach may present, including terminating Managed Customer’s access to the Managed Services.
1.9 Transition Assistance. The MSP agrees to cooperate fully with 1Password to facilitate the seamless transition of any Managed Customer who elects to discontinue procuring Managed Services from MSP. This transition may involve migrating the Managed Customer to another Partner or to a direct account with 1Password. The MSP's obligation to cooperate with such transitions shall also apply in the event that the MSP ceases to offer Managed Services to Managed Customers pursuant to an agreement with 1Password. Such cooperation shall include, but is not limited to, providing necessary information, access to systems, and support to ensure a smooth and efficient transition, minimizing any disruption to the Services used by the Managed Customer.
1.10 Certification. Password may, at its discretion, establish and offer a certification program for MSPs. The criteria for eligibility, as well as the scope of benefits and obligations associated with the certification, will be defined and administered by 1Password. 1Password reserves the right to modify, suspend, or revoke any certification granted under this program at any time and for any reason, at its sole discretion.