Partner Authorization Agreement

This Agreement is between LogMeOnce, by and through (“COMPANY”) and the partner named above (“Partner, Sales Partner, MSP Partner”) and establishes the terms and conditions for Partner’s participation in the LogMeOnce Partner Program (the “Program”). Under the Program, LogMeOnce will provide marketing and promotional support to Partner as specified in this Agreement related to Partner’s purchase and license of LogMeOnce products for resale.

1. Partner Qualification

1.1 In order to ensure adequate technical and marketing support to end users, eligibility to resell LogMeOnce products is subject to meeting authorization requirements as described in the Program Materials. These Program Materials contain a detailed description of the benefits to a Partner of as well as the requirements of a Partner under this program. Partners shall provide post-sales support to their clients. Partners will not sell LogMeOnce products without arranging for adequate post-sales support. LogMeOnce will ONLY provide support and training to Partners. LogMeOnce will provide marketing advise and support to Partners.

2. Relationships
   
   
   
   • Partner is an independent contractor engaged in purchasing LogMeOnce products for resale to its customers. Partner is not an agent or legal representative of LogMeOnce for any purpose, and has no authority to act for, bind or commit LogMeOnce.
   
   
   
   

• Partner has no authority to make any commitment on behalf of LogMeOnce. with respect to quantities, delivery, modifications, interfacing capability, suitability of software or suitability in specific applications. Partner has no authority to modify the warranty offered with LogMeOnce products. Partner will indemnify LogMeOnce from liability for any modified warranty or other commitment by Partner not specifically authorized by LogMeOnce.


• Partner will not represent itself in any way that implies Partner is an agent or branch of LogMeOnce. Partner will immediately change or discontinue any representation or business practice found to be misleading or deceptive by LogMeOnce immediately upon notice from LogMeOnce.

3. Term, Limitations, Termination
   
   
   
   • The term of this Agreement is twelve (12) months from the date of acceptance by Partner and LogMeOnce. This Agreement shall automatically renew on each subsequent year for a one-year term, unless it is terminated earlier in accordance with this Agreement.
   
   
   
   

• LogMeOnce or Partner may terminate this Agreement without cause at any time upon thirty (30) days written notice or with cause at any time upon fifteen (15) days written notice, except that neither the expiration nor earlier termination of this Agreement shall release either party from any obligation which has accrued as of the date of termination.


• LogMeOnce may, from time to time, give Partner written notice of amendments to this Agreement. Any such amendment will automatically become a part of this Agreement thirty (30) days from the date of the notice, unless otherwise specified in the notice.


• Upon expiration, non-renewal or termination of this Agreement, all interests in accrued marketing funds (if any) will automatically lapse.

4. Partner Programs
   
   
   
   • The LogMeOnce Partner program will contain various participation levels. LogMeOnce will invite Partner from time to time to participate in the co-operative advertising, market development and promotional programs offered by LogMeOnce as defined in the Program Materials. Partner may, at its option, participate in such programs during the term of this Agreement. LogMeOnce reserves the right to terminate or modify such programs at any time at its sole discretion.
   
   
   
   

• Partner shall exert best efforts to market LogMeOnce products, and is able to use promotional materials supplied by LogMeOnce.


• As defined in the Program Materials, Partner shall have sufficient technical knowledge of the LogMeOnce products in general, and will have access to appropriate LogMeOnce sales and technical training.


• LogMeOnce Inc. does not represent that it will continue to manufacture any particular item or model of product indefinitely or even for any specific period. LogMeOnce specifically reserves the right to modify any of the specifications or characteristics of its products, to remove any product from the market, and/or to cease development or supporting it.


• Partner is expected and encouraged to advertise and promote the sales of LogMeOnce products through all appropriate media including trade show exhibits, catalogs and direct mailings, space advertising, educational meetings, sales aids, etc. LogMeOnce must approve all original materials that use LogMeOnce name or trademarks (aside from modifying existing LogMeOnce supplied template materials). LogMeOnce will assist Partner in advertising and promoting LogMeOnce products in accordance with LogMeOnce policy.

5. Limitation of Liability

UNDER NO CIRCUMSTANCES, INCLUDING ANY INFRINGEMENT CLAIMS, SHALL LogMeOnce BE LIABLE TO RESELLER OR ANY OTHER PARTY FOR ANY RE-PROCUREMENT COSTS, LOST REVENUE OR PROFITS OR FOR ANY OTHER SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, EVEN IF COMPANY HAS BEEN INFORMED OF SUCH POTENTIAL LOSS OR DAMAGE.

6. Use of LogMeOnce Inc. Trademarks
   
   
   
   • Partner acknowledges the following:
     
     
     
     • LogMeOnce owns all right, title and interest in the LogMeOnce names and logotypes.
     
     
     • LogMeOnce is the owner of certain other trademarks and trade names used in connection with certain product lines and software.
     
     
     • Partner will acquire no interest in any such trademarks or trade names by virtue of this Agreement, its activities under it, or any relationship with LogMeOnce.
     
     
     
     
   
   
   
   

• During the term of this Agreement, Partner may indicate to the trade and to the public that it is an Authorized Partner of the LogMeOnce products. Partner may also use the LogMeOnce trademarks and trade names to promote and solicit sales or licensing of LogMeOnce products if done so in strict accordance with LogMeOnce guidelines. Partner will not adopt or use such trademarks or trade names, or any confusingly word or symbol, as part of its company name or allow such marks or names to be used by others.


• At the expiration or termination of this Agreement, Partner shall immediately discontinue any use of the LogMeOnce and LogMeOnce names or trademarks or any other combination of words, designs, trademarks or trade names that would indicate that it is or was a partner of the LogMeOnce products.

7. Product Warranty
   
   
   
   • The warranty terms and conditions will be as specified in the LogMeOnce Standard Terms and Conditions of Sale.
   
   
   
   

• LogMeOnce’S WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES WHETHER EXPRESS, IMPLIED OR STATUTORY INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

8. Software

8.1 The software license terms will be specified in LogMeOnce Standard Terms and Conditions of Sale and any Software Maintenance Agreement entered into by the parties.

9. Proprietary Information

9.1 LogMeOnce and Partner shall each exercise due diligence to maintain in confidence and not disclose to any third party any proprietary information furnished by the other to it on a confidential basis and identified as such when furnished. Except in accordance with this Agreement, neither party shall use such information without permission of the party that furnished it. As used in this paragraph, “due diligence” means the same precaution and standard of care which that party uses to safeguard its own proprietary data, but in no event less than reasonable care. The provisions of this Section shall survive for five (5) years beyond the expiration, non-renewal or termination of this Agreement.

9.2 This Agreement does not grant any license under any patents or other intellectual property rights owned or controlled by or licensed to LogMeOnce. Partner shall not have any right to manufacture LogMeOnce products.

10. Export Controls

Regardless of any disclosure made by Partner to LogMeOnce or Distributor of an ultimate destination of LogMeOnce products, Partner shall not export, either directly or indirectly, any documentation, LogMeOnce products, or system incorporating such LogMeOnce products.

11. Compliance with Laws

Partner agrees to comply with all laws and regulations that are applicable to the business that Partner transacts. Partner agrees to indemnify and hold LogMeOnce harmless for all liability or damages caused by Partner’s failure to comply with the terms of this provision.

12. Government Contract Conditions

In the event that Partner elects to sell LogMeOnce products or services to the U.S. Government, Partner does so solely at its own option and risk, and agrees not to obligate LogMeOnce as a subcontractor or otherwise to the U.S. Government. Partner remains solely and exclusively responsible for compliance with all statutes and regulations governing sales to the U.S. Government. LogMeOnce makes no representations, certifications or warranties whatsoever with respect to the ability of its goods, services or prices to satisfy any such statutes and regulations. Similarly, international / global Partners remain solely and exclusively responsible for compliance with all statutes and regulations governing sales to other Governments, where the U.S. Government and U.S. Department of Commerce permit conducting business with those governments and/or in those countries.

13. Miscellaneous

Notices under this Agreement must be sent by email or registered or certified mail to the appropriate party at its address stated on the first page of this Agreement (or to a new address if the other has been properly notified of the change). A notice will not be effective until the addressee actually receives it.

This Agreement and its schedules represent the entire agreement between the parties regarding this subject. This Agreement supersedes all previous oral or written communications between the parties regarding the subject, and it may not be modified or waived except in writing and signed by an officer or other authorized representative of each party. Neither party will be liable to the other for any delay or failure to perform if that delay or failure results from a cause beyond its reasonable control. If any provision is held invalid, all other provisions shall remain valid, unless such invalidity would frustrate the purpose of this Agreement. Commonwealth of Virginias’ law governs this Agreement without consideration to that body of law referred to as “conflicts of laws”. LogMeOnce and Partner will attempt to settle any claim or controversy arising out of it through consultation and negotiation in good faith and a spirit of mutual cooperation. Any dispute which cannot be resolved through negotiation or mediation may be submitted to the courts of appropriate jurisdiction.