The following additional terms and conditions apply to Your purchase of LastPass MSP (“Vendor”) subscriptions and to the use of such Services by You and Your customers.
Services start once provisioned through the marketplace. You may cancel the Services through the marketplace so long as no Service commitments are active hereunder (i.e. You or one or more of Your customers are employing any active Services). You may only terminate the Service if there are no existing term commitments for Services. If You or Your customer terminates its use of a Service prior to the expiration of the term commitment for the selected service, You will remain responsible to Ingram Micro for all remaining and accrued charges for such Service pursuant to the selected term commitment.
Services are available for minimum commitment of one month. Services will auto renew for an additional month, unless You cancel the Services one (1) business days prior to the expiration of the term commitment for the selected Service.
You agree to pay the fees and charges for the Services as outlined in the registration process and that appear on the Site, as may be amended from time to time. If You or Your customer exceeds the usage limits applicable to the Service subscription, You agree to pay for the fees and charges for such over usage. For any extension of a subscription term or the provisioning of a Service upgrade, the then-current price will apply, unless otherwise mutually agreed in writing by You and Ingram Micro. Ingram Micro, may, from time to time in its sole discretion, change the fees it charges for the Service. Any increase in the fees will take effect at the beginning of the new subscription term. Ingram Micro will notify You of any such changes by updating the Site or sending notice by e-mail or regular mail.
You may only resell and/or market the Services in Canada.
All purchases are subject to the sales terms set forth at https://ca.cloud.im/legal/ and service setup information, including but not limited to pricing, (where applicable) set forth in the marketplace. For the avoidance of doubt, notwithstanding the presence or acceptance by Ingram Micro of Your order, such shall be for administrative purposes only and the parties agree that the governing terms and conditions shall be those set forth de https://ca.cloud.im/legal/ unless otherwise agreed to in writing by Ingram Micro and You.
The Services are provided by the Vendor. All terms of use and/or service as established by the Vendor and as set forth at https://www.logmein.com/legal/terms-and-conditions shall apply, as applicable, to Your resale activity and to You and Your customers’ use of the Services (“Terms of Use”). You covenant, represent and warrant that You will present the Terms of Use to each of Your customers and obtain their enforceable agreement to the Terms of Use before permitting them to access or use the Service. You covenant, represent and warrant that no subscription for the Services shall be activated for or used by Your customers before the customer agrees to the Terms of Use. You will track and record acceptance by Your customers of the Terms of Use and will provide such information to Ingram Micro upon request.
Ingram Micro may at any time modify these terms and conditions. You and Your customers must regularly monitor the Site for any such modifications. The modified terms and conditions will be effective immediately after it is posted on the Site. Your purchase and resale of the Services and You and Your customers’ use of the Services after any such modification will be deemed acceptance of such modification.
This LastPass Managed Services Provider Agreement (this “Agreement”) is entered into as of this day by and between the applicable contracting entities at https://www.logmeininc.com/legal/contracting-entities (“LogMeIn”), and you, a company with its principal place of business at your place of business(“MSP”). LogMeIn and MSP may be referred to collectively as the “Parties” and each individually as a “Party.”
NOW, THEREFORE, in consideration of the mutual promises, covenants and obligations contained herein, the Parties agree as follows: AGREEMENT
1.1. “Affiliates” means, with respect to a Party, any entity which directly or indirectly Controls, is Controlled by, or is under common Control with such Party, where “Control” means the power, directly or indirectly, to direct, or to cause the direction of, the management and policies of an entity, whether through ownership of voting securities or equity interests or by contract.
1.2. “Authorized Subscriptions” means the total number of Subscriptions provided to MSP at any point in time that are available for use by MSP’s Customers.
1.3. “Confidential Information” may include, but is not be limited to, marketing materials, sales data and plans, products, services, pricing information, roadmaps and Reseller requirements or preferences, whether disclosed in writing, visually, or orally, and whether or not marked as confidential at the time of disclosure, including any disclosures that, due to the circumstances of disclosure or the nature of the information disclosed, should reasonably be considered confidential.
1.4. “Customer” means an MSP’s end user customer that may access the Service for its internal use only.
1.5. “Customer Account” means the unique Customer account established by an Order.
1.6. “Customer Agreement” is defined in Section 2.5 below.
1.7. “Customer Data” means all data relating to Customers and its users, including, without limitation, data entered by Customer and/or users into any information fields in the Service and/or any personally identifiable information of Customers and/or user delivered by MSP to LogMeIn or LogMeIn to MSP in any reports provided hereunder.
1.8. “Documentation” means the standard Customer help guides, manuals, release notes, and other materials delivered by LogMeIn with the Service, if any.
1.9. “Intellectual Property Rights” means all proprietary rights in whatever material or media whether or not registered including, without limitation, database and compilation rights, patents, trademarks, service marks, trade names, registered designs and other design rights, rights in animation and moving images, models, scores and algorithms, computer software rights, topography rights, rights in know-how, all other industrial commercial or property rights and any applications for the protection or registration of those rights and all renewals and extensions existing in any jurisdiction.
1.10. “Liabilities” means any and all claims, demands, actions, awards, compensation costs (including reasonable legal costs and disbursements), expenses, damages, losses, fines and other liabilities of whatsoever nature.
1.11. “LogMeIn Branding Guidelines” means graphic standards, depiction requirements and trademark guidelines of LogMeIn, as may be amended from time to time.
1.12. “LogMeIn Brand Features” means the trademarks, trade names, service marks, service names and logos proprietary to LogMeIn that MSP may use or display in connection with offering the Service to Customers pursuant to this Agreement.
1.13. “LogMeIn Materials” means the sales training, support training and marketing materials, as well as any Documentation provided by LogMeIn pursuant to this Agreement, if any.
1.14. “LogMeIn Service(s)” or “Services” means the generally available LogMeIn proprietary service(s) that MSP is authorized to make available to its Customers under the terms of this Agreement, as set forth on Exhibit A.
1.15. “Order” means an order for the Service submitted by MSP to LogMeIn for a number of Subscriptions set forth in the Order in accordance with LogMeIn’s then-current processes.
1.16. “Subscription” means a right for a Customer to use the LogMeIn Service for a specified period of time at the applicable Use Levels.
1.17. “Term” means the term of this Agreement as set forth in Section 7.1 of this Agreement.
1.18. “Terms of Service” means the terms of service for the Service located at https://secure.logmein.com/home/en/policies/terms-and-conditions and as updated from time to time by LogMeIn.
1.19. “Use Level” means the model by which LogMeIn measures, prices and offers the LogMeIn Service in effect at the time of the Order as set forth on the then-current price list or applicable Service Description.
2.1. Scope of Rights. LogMeIn hereby grants to MSP a non-exclusive, non-transferable, limited right to market, demonstrate and provide the Service to Customers pursuant to this Agreement. MSP shall purchase Subscriptions from LogMeIn and MSP shall have the right to provide access to the Services by its Customers under the Subscriptions purchased by MSP. The number of Subscriptions in use by MSP to provide the Services to its Customers shall not exceed the total number of Authorized Subscriptions.
2.2. Restrictions. Without limitation, MSP shall not: (i) use or duplicate the Service and/or any LogMeIn Materials for any purpose other than as specified in this Agreement, or make the Service and/or any LogMeIn Materials available to unauthorized third parties; (ii) cause or permit any party procuring the Service from MSP to timeshare, rent or lease the Service or otherwise use the Service beyond the applicable Use Levels; (iii) cause or permit the reverse engineering, disassembly, decompilation or otherwise attempt (a) to defeat, avoid, bypass, remove, deactivate or otherwise circumvent any software protection mechanism in the Service, or (b) to derive the source code of the underlying ideas, algorithms, structure or organization from Service, except to the extent expressly permitted by law; (iv) access and/or engage in any use of the Services (A) in a manner that abuses or materially disrupts the networks, security systems, Services and/or websites of LogMeIn, and/or (B) to communicate any message or material that is deemed harassing, threatening, indecent, obscene, slanderous, or otherwise unlawful; (v) use the Services for fraudulent or illegal purposes or use the Services to record phone communications without notifying the concerned persons and/or participants that such recording is taking place; or (vi) distribute the Service to individuals or entities other than the applicable Customer for which such items were purchased. Unless otherwise agreed in writing, MSP shall have no right to use the Service for its internal use, except to the extent it purchases Limited Use Subscriptions, as defined in Exhibit A.
2.3. LogMeIn Brand Features. Subject to the terms and conditions of this Agreement, LogMeIn hereby grants MSP a non-exclusive, non-transferable, royalty-free right to use, exhibit, reproduce, communicate, publicly perform and transmit the LogMeIn Brand Features in connection with the Service. MSP shall ensure that all uses of the LogMeIn Brand Features will be in accordance with the then-current LogMeIn Branding Guidelines. MSP will have no rights in the LogMeIn Brand Features except as expressly set forth herein and as specified in writing from time-to-time. MSP agrees not to modify or create derivative works of the LogMeIn Brand Features or otherwise use the LogMeIn Brand Features or any other mark likely to cause confusion with the LogMeIn Brand Features as any portion of MSP’s trade name or trademark for its business, services or other products. MSP shall cease or suspend use of LogMeIn Brand Features in any marketing material if LogMeIn notifies MSP in writing that the use of the LogMeIn Brand Features does not reasonably comply with the LogMeIn Branding Guidelines or this Agreement. MSP will have five (5) days to cease or suspend use of the non-confirming LogMeIn Brand Features.
2.4. Personal Rights. The rights granted by LogMeIn to MSP are personal to MSP and MSP shall not appoint any downstream resellers, distributors, or agents under this Agreement. LogMeIn shall have the right to terminate this Agreement immediately for any material breach of this Section.
2.5. Customer Agreements. MSP shall ensure Customers agree to and abide by terms and conditions that include the Terms of Service prior to using the LogMeIn Service (the “Customer Agreement”) provided, however, that the terms may be modified as reasonably necessary to accommodate MSP’s role in the sales transaction with Customer, including specifying that MSP is the entity responsible for invoicing and collecting payments due from Customer. The Customer Agreement shall include limitations on use, limitations on liability, warranties, indemnity and intellectual property ownership provisions no less protective of LogMeIn than those included in the Terms of Service. MSP shall ensure that the Service is used by Customers in accordance with the applicable Use Levels for the Services and shall immediately terminate any Customer Agreement where the Customer is exceeding the applicable Use Levels. LogMeIn reserves the right to review and approve the Customer Agreements and may terminate this Agreement immediately if the Service is used without a Customer Agreement.
2.6. Ownership of Proprietary Rights. LogMeIn owns all worldwide right, title and interest in and to the Service, the LogMeIn Materials and any other LogMeIn products and services and all derivative works and improvements thereto and translations thereof, including all worldwide Intellectual Property Rights therein, whether the same are separate or combined with MSP products or services, or whether the same are developed by LogMeIn alone or jointly with MSP.
2.7. No Exclusivity. Nothing in this Agreement shall be construed as limiting, in any manner, LogMeIn’s own marketing, sales, resale, development or distribution activities with respect to the Service or any LogMeIn Materials, or its appointment of other OEMs, resellers, MSPs, licensees or agents. MSP’s rights to the Service will be limited to those expressly granted in this Agreement and LogMeIn reserves all rights and licenses not expressly granted to MSP under this Agreement.
3.1. Marketing Obligations. MSP shall use commercially reasonable efforts to promote, market and sell access to the Service in accordance with this Agreement and to share such plans with LogMeIn at LogMeIn’s request. LogMeIn may support marketing activities by sharing marketing content, which content may be reused and translated by MSP for product promotion and demand generation purposes. Each party shall be responsible for its costs and incentives relating to the promotion of the Service.
3.2. Branding. The Service shall be branded with LogMeIn Brand Features. MSP shall display LogMeIn Brand Features prominently to indicate LogMeIn branding of the Service in compliance with LogMeIn’s Co-Branding Guidelines available at https://logmeincdn.azureedge.net/legal/20180605/Co-Branding_with_LogMeIn.pdf. In the event LogMeIn believes that MSP’s use of the LogMeIn Brand Features is in any way harmful to LogMeIn or the Service, MSP shall cease its use of the LogMeIn Brand Features immediately. the manner and format mutually agreed between the Parties.
3.3. Sales Training. LogMeIn will provide basic sales readiness materials in English to provide reasonable support for the sales enablement of MSP’s sales teams (“Sales Training”). The Sales Training may include product overview presentation PowerPoint decks, product demonstration documents, and/or virtual product training sessions. MSP shall only use such materials as provided by LogMeIn and solely in connection with its selling access to the Service. Notwithstanding the foregoing, MSP shall have the right to develop its own sales materials, provided such sales materials are not inconsistent with the sales materials provided by LogMeIn and the terms and conditions of this Agreement. LogMeIn shall own all worldwide right, title and interest in and to any such sales materials developed by MSP, and MSP shall cease using such sales materials upon termination of this Agreement.
3.4. Publicity. Neither Party shall make any press release with respect to this Agreement or the arrangements contemplated hereunder without the prior written consent of the other Party; provided, however, that LogMeIn may use MSP’s name and trademarks for customer reference purposes and in its general marketing and sales activities.
3.5. Marketing/Resale Practices. In marketing and selling access to the Service, MSP shall not (i) engage in any deceptive, misleading, illegal, or unethical practices; (ii) make any warranty or representation, express or implied, on behalf of LogMeIn; and/or (iii) make any representations, warranties, or guarantees concerning the Service that are inconsistent with, or in addition to, those made by LogMeIn.
3.6. Referrals. MSP may refer Customers to LogMeIn for purposes of purchasing Service that MSP is not otherwise authorized to sell directly from LogMeIn (“Referrals”). LogMeIn will pay MSP LogMeIn’s standard fee for such Referral, provided that MSP is a then-current member of the standard LogMeIn referral program, subject to the applicable terms.
4.1. Technical Support.
4.1.1. Initial Period. For the first ninety (90) days following the Effective Date (the “Initial Period”), LogMeIn will provide Level 1, Level 2 and Level 3 support to Customers during the Initial Period.
4.1.2. Subsequent Period. Following the Initial Period, MSP will be responsible for providing all Level 1 and Level 2 technical support for the Service to Customers, unless otherwise agreed between the parties. The technical support shall be as described on Exhibit B attached hereto and Level 1 and Level 2 is defined therein. To the extent MSP or a Customer requires additional technical support, MSP shall inform LogMeIn using the process set forth in Exhibit B, and LogMeIn will provide such support to MSP only and only in the English language.
4.2. Support Readiness Training. MSP will complete any technical support training offered and/or required by LogMeIn to enable MSP to meet its support obligations hereunder.
5.1. Orders. MSP will submit Orders to LogMeIn for a set number of Authorized Subscriptions, from which MSP shall provide licenses to the Service to Customers. In the event MSP is approaching or provides all Authorized Subscriptions under an Order, it shall inform its account manager/key contact, who may provision an agreed-upon amount of additional Authorized Subscriptions to MSP.
5.2. Provisioning. MSP shall be responsible for the provisioning of a Customer’s use of the Service. MSP will be responsible for providing Customers access to use the Service using MSP’s administration privileges, provided in the user interface, to the Service.
6.1. Subscription Fees for the Service. MSP will pay to LogMeIn the monthly fees, as specified on Exhibit A (“Subscription Fees”), which may be updated by LogMeIn in its sole and reasonable discretion. Notwithstanding anything herein to the contrary, however, MSP shall have the sole discretion to determine the pricing for the Service offered to Customers pursuant to this Agreement.
6.2. Invoicing. LogMeIn shall provide MSP with a written invoice (an “Invoice”) on a monthly basis detailing the Subscription Fees payable by MSP under this Agreement for all new Subscriptions Ordered, as specified on Exhibit A.
6.3. Payments. MSP shall make payment to LogMeIn of any amounts owed for Subscription Fees for the previous month as set forth in the Invoice. MSP acknowledges and agrees that it will pay by credit card, unless and until its monthly Subscription Fees exceed five thousand USD ($5000). MSP is responsible for providing accurate and current billing, contact and payment information to LogMeIn. MSP agrees that LogMeIn may take steps to verify whether MSP’s payment method is valid, charge MSP’s payment card, and automatically update MSP’s payment card information using software designed to do so in the event MSP’s payment card on file is no longer valid. MSP agrees that its credit card information and related personal data may be provided to third parties for payment processing and fraud prevention purposes. LogMeIn may suspend or terminate the Service if at any time it determines that MSP’s payment information is inaccurate or not current, and MSP is responsible for fees and overdraft charges that LogMeIn may incur when LogMeIn charges MSP’s card for payment. In the event MSP’s monthly Subscription Fees exceed five thousand USD ($5000), (i) payment shall be made by bank wire transfer to the accounts designated by the Parties, and will be treated as received when credited to the receiving Party’s account by its bank , and (ii) Subscription Fees payable by MSP shall be due and payable within thirty (30) days from the date of the Invoice, and shall be due and payable regardless of whether MSP has received payment from Customer. Payments made pursuant to this Agreement may be paid in USD, AUD, EUR, GBP, or CAD. This payment obligation is non-cancelable and any sums will be non-refundable when paid. Fees due from the MSP shall not be subject to set off for any claims against LogMeIn.
6.4. Taxes and Withholding. The Subscription Fees are exclusive of Taxes (as defined below). MSP shall bear, report and pay all applicable taxes (including but not limited to withholding tax, value-added tax (VAT), business tax, consumption tax and stamp duty), duties, fees and surcharges imposed by any government entity or collecting agency (collectively, “Taxes”) on the Service and Subscription Fees. If a deduction or withholding of Taxes from the Subscription Fees is required, MSP shall pay to LogMeIn such additional amount as will ensure that the net amount LogMeIn receives equals the full amount which it would have received had the deduction or withholding of Taxes not been required. In the event that LogMeIn is required to pay any Taxes on behalf of MSP, LogMeIn shall invoice MSP for any Taxes as required to comply with any applicable local, state, national and foreign laws, rules and regulations pertaining to Taxes and MSP shall pay such invoice in accordance with the Agreement.
6.5. Late Payments. Except otherwise set forth in this Agreement, failure to pay Subscription Fees or other amounts owed by MSP to LogMeIn which are due hereunder will accrue interest from such due date through the date paid at the lesser of (i) one and one-half percent (1.5%) per month or (ii) the highest rate permissible under applicable law. In addition, if the MSP is overdue on any payments to LogMeIn hereunder, LogMeIn reserves the right upon thirty (30) days prior notice to suspend the provision of any services (including support) and/or to terminate this Agreement or any part thereof immediately upon written notice to MSP.
6.6. Customer Billing. As between LogMeIn and MSP, MSP shall be solely responsible for billing Customers in connection with the Service.
6.7. Records. MSP shall maintain complete and accurate books and records consistent with sound business and accounting practices and in such form and detail as to establish MSP’s compliance with the terms of this Agreement.
6.8. Audits. During the term of this Agreement and for a period of two (2) years thereafter, LogMeIn may audit MSP’s records and controls with respect to the LogMeIn Service to confirm MSP’s compliance with the terms of this Agreement. Such audit shall be subject to MSP’s prior written consent as to the date, time and place, which consent shall not be unreasonably withheld. Each such audit shall be at LogMeIn’s expense, unless an audit reveals an underpayment of five percent (5%) or more of the amount that should have been paid to LogMeIn for the period audited, in which case MSP shall bear the expense of such audit. In the event of any underpayment of Subscription Fees or other amounts due, MSP shall promptly remit to LogMeIn all such amounts due.
7.1. Term. The term of this Agreement will commence as of the Effective Date and will continue for a period of one (1) year, unless terminated earlier pursuant to the provisions of Section 7.2 below (the “Initial Term”). Following expiration of the Initial Term, unless a written notice is delivered by one Party to the other Party at least thirty (30) days prior to expiration of the then-current term, the Agreement shall be automatically renewed for additional one (1) year periods (each a “Renewal Term”) (collectively, the Initial Term and any Renewal Term referred to as the “Term”).
7.2. Termination. The Agreement may be terminated as follows:
7.2.1. Material Breach. If either Party breaches, or is in default of any material term or condition of this Agreement, then, in addition to all other rights and remedies at law or in equity or otherwise, the non-breaching Party may terminate this Agreement for cause (i) upon thirty (30) days’ written notice, in the event the breach remains uncured during such thirty (30) day period; (ii) immediately upon written notice to the breaching Party, in the event of any material, incurable breach; or (iii) immediately upon written notice if MSP is more than ninety.
