Secureframe Partner Portal Terms

EFFECTIVE AS OF FEBRUARY 6, 2023

The Secureframe Partner Portal (the “Portal”), available at https://secureframe.com/partner-portal-terms, is provided to allow partners to access Secureframe resources, submit opportunity registrations, and review current opportunities with Secureframe. These Partner Portal Terms and Conditions (“Agreement”) constitute a contract between Secureframe, Inc. located at 548 Market St, Suite 30287, San Francisco, CA 94104 (“Secureframe”), and you (“Partner”). By accessing or using the Portal, Partner agrees to be bound by this Agreement and Secureframe’s privacy policy located at https://secureframe.com/privacy (the definition of “Services” in the privacy policy shall include use of and access to the Portal). If an individual is entering into this Agreement on behalf of a company, organization or other entity, that individual represents that he or she has authority to bind such entity and is agreeing to this Agreement on behalf of such entity. If an individual does not have authority to enter into this Agreement, is not of legal age to form a binding contract, or does not agree with this Agreement, he or she may not use or access the Portal. This Agreement may be updated by Secureframe at any time, and Partner hereby agrees to such updated terms by logging into the Portal.

1. PORTAL CONTENT
   
   1.1. All information, data, content, or materials that may be found and accessed in the Portal, including but not limited to, customer information, opportunity registration information, account information, and user information (collectively “Content”) are protected by privacy, confidentiality, trademark, service mark, trade dress, copyright or other intellectual property rights or licenses held by Secureframe or third parties who have licensed such Content to Secureframe.
   
   1.2. Subject to full compliance with the terms of this Agreement, Secureframe hereby grants Partner a non-commercial, non-exclusive, non-transferable limited right to access and use the Portal for Partner’s business purposes. Partner acknowledges that all Content is provided “AS IS.” Secureframe does not provide formal support via the Portal and makes no representations or warranties, express or implied, that the Content on the Portal is accurate, timely or complete. Use of any Content is at Partner’s own risk and Secureframe makes no promises, guarantees, representations or warranties regarding the Portal’s availability. Secureframe reserves the right to monitor, delete, move, or edit any Content on the Portal, but is not obligated to do so.
   
   1.3. Partner may display and print for its own use, and for the use of its customers, information received via the Portal that pertains to Partner or Partner’s customers and its business with Secureframe.  The license to use the Portal granted in this Agreement will terminate automatically in the event that Partner ceases to be a Partner of Secureframe, in Secureframe’s sole discretion. The license to access and use the Portal granted in this Agreement may be terminated at any time by Secureframe, without notice to Partner, in the event of a breach by Partner of this Agreement. Except as expressly provided in this Agreement, Partner may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any Portal Content.
   
   1.4. Partner agrees that it is solely responsible for any activity associated with Partner’s account and any Content Partner submits, posts, transmits, includes, links to or otherwise uploads to the Portal (“Upload(s)” and derivatives thereof). By Uploading any Content to the Portal, Partner hereby grants Secureframe an irrevocable, perpetual, non-exclusive, worldwide, fully-paid and royalty-free right and license to use, copy, modify, reproduce, translate and publish any such Content for Secureframe’s business purposes (including, but not limited to, providing the Portal). All Uploads submitted via the Portal are hosted by a third party service provider (e.g. Salesforce, Partnerstack), not Securefarme, and Secureframe shall have no liability whatsoever for the security or storage of such Uploads. Partner understands that the Portal is neither intended nor designed for the Uploading, collection, storage or protection of any personal data and Partner agrees not to Upload any personal data via the Portal.
   
   1.5. Notwithstanding the license granted in Section 1.4, to the extent that Partner’s Content includes any suggestions, idea, enhancement requests, feedback, recommendations or other information related to Secureframe’s products or services, Partner hereby assigns all intellectual property rights in such Content to Secureframe, without compensation to you or any third party. In addition, Partner agrees that Secureframe may use, copy, modify, reproduce, translate and publish such Content for any purpose and in any way, including implementation in its products or services. If you do not wish to grant Secureframe the rights set forth in this Agreement, do not Post any Content on the Portal or otherwise access the Portal.
   
   1.6. Partner shall not, directly or indirectly:
   
   (i) alter or remove or permit a third party to alter or remove any Portal Content not Uploaded by Partner;
   
   (ii) use, remove or alter any Secureframe trademarks, service marks, logos, trade names, copyrights or other proprietary notices without Secureframe’s express written permission;
   
   (iii) distribute copies of Portal Content not Uploaded by Partner in any manner not explicitly permitted by this Agreement,
   
   (iv) Upload any infringing, offensive, fraudulent, harmful or illegal Content (including, but not limited to, viruses, disabling devices, trojan horses, or any code, files or programs that may modify, damage, interrupt, or compromise the functionality or security of Secureframe’s systems or the Portal itself); or
   
   (v) modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from any Secureframe software, service, product or documentation (including, but not limited to, this Portal), or create or attempt to create a substitute or similar service or product through use of or access to the Portal or any information, data or materials related thereto.
   
   1.7. There may be links on the Portal, or from communications Partner receives within the Portal, to third party services, websites or applications. Secureframe does not control, maintain or necessarily endorse any such third party services, websites or applications. Partner expressly acknowledges and agrees that Secureframe is not responsible or liable for any such third party services. Partner’s correspondence and business dealings with third-parties found through the Portal are solely between Partner and the third party. 
   
   
2. OPPORTUNITY REGISTRATION
   
   In order to register an opportunity, the opportunity must be a new Partner-originated opportunity for Secureframe that was obtained through the direct assistance of Partner. The opportunity registration is contingent upon written acceptance by Secureframe and the execution of an applicable partner agreement between Secureframe and Partner. The terms and conditions related to any successfully registered and closed opportunity will be governed solely by such separate partner agreement. All opportunities must be registered by an eligible partner located in the geographic territory as the end customer. Opportunity registration is valid for opportunities equal to or greater than $5,000 USD in first year annual contract value. Secureframe makes no promises, guarantees, representations or warranties that an opportunity registered by Partner will result in any payment or other benefit to Partner.
   
   
3. CONFIDENTIALITY
   
   3.1. The term “Confidential Information” means any information disclosed on the Portal, or otherwise from Secureframe, to Partner in any form (written, oral, etc.) that is marked as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of the disclosure.  Partner and Secureframe both understand that Secureframe has or may disclose Confidential Information in connection with this Agreement, but that Partner shall receive no rights in, or licenses to, such Confidential Information.
   
   3.2. Partner agrees to:
   
   (i) keep all Confidential Information, data or materials strictly confidential and not use or disclose any Confidential Information, data or materials to any third party, other than as explicitly permitted in this Agreement;
   
   (ii)  ensure that any third party to whom Partner discloses Confidential Information in accordance with this Agreement keeps such information strictly confidential and does not disclose or use any Confidential Information except as permitted herein;
   
   (iii) keep Partner’s login credentials that relate to the Portal strictly confidential; and
   
   (iv) not permit or allow any third party to use or access the Portal.  All Confidential Information contained in the Portal shall be used for the sole purpose of conducting business with Secureframe.
   
   3.3. Sections 3.1 and 3.2 shall not apply to any Confidential Information to the extent that it:
   
   (i) comes within the public domain, other than through breach of this Agreement;
   
   (ii) is required or requested to be divulged by any court, tribunal or governmental agency with competent jurisdiction (provided that Partner gives notice to Secureframe sufficient to allow Secureframe to contest any such disclosure and, in any event, only discloses that Confidential Information required to comply with such government order);
   
   (iii) Partner can document it knew prior to the date of this Agreement; or
   
   (iv) becomes known to Partner through methods outside any duty of confidence.
   
   3.4. At any time upon Secureframe’s request, and promptly upon any termination of this Agreement, Partner will return to Secureframe, or provide written certification of the destruction of, all Confidential Information, including all Confidential Information contained in internal documents, without retaining any copy, extract or summary of any part thereof.
   
   
4. INDEMNIFICATION
   
   To the extent permitted by law, Partner agrees to indemnify and hold Secureframe harmless, at Secureframe’s direction and request, from and against any claims, liabilities, damages, losses, and expenses, including without limitation, reasonable attorney’s fees and costs, arising out of or in any way connected with any of the following:
   
   (i) Partner’s access to or use of the Portal, including any Content Uploaded by Partner via the Portal;
   
   (ii) Partner’s breach or alleged breach of this Agreement;
   
   (iii) Partner’s violation of any third party rights, including without limitation, any intellectual property rights, publicity, confidentiality, property or privacy rights;
   
   (iv) Partner’s violation of any laws, rules, regulations, codes, statutes, ordinances or orders of any governmental and quasi-governmental authorities, including, without limitation, all regulatory, administrative and legislative authorities; or
   
   (v) any misrepresentations made by Partner. Partner will cooperate as requested by Secureframe in the defense of any claim. Secureframe reserves the right to assume the exclusive defense and control of any matter subject to indemnification by Partner, and Partner will not under any circumstances settle any claim without the prior written consent of Secureframe.
   
   
5. NO WARRANTY
   
   THE PORTAL AND SECUREFRAME CONTENT, AND ANYTHING PROVIDED IN CONNECTION THEREWITH, ARE PROVIDED “AS IS,” WITHOUT ANY WARRANTIES OF ANY KIND. SECUREFRAME HEREBY DISCLAIMS FOR ITSELF AND ITS SUPPLIERS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES, TERMS OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, TITLE, AND NON-INFRINGEMENT. IN ADDITION, SECUREFRAME AND ITS SUPPLIERS DO NOT WARRANT THAT THE PORTAL OR SECUREFRAME CONTENT WILL OPERATE WITHOUT ERRORS OR ARE FREE FROM VIRUSES, BUGS, WORMS OR ANY OTHER HARMFUL COMPONENTS, AND SECUREFRAME SHALL HAVE NO LIABILITY DUE TO ANY DAMAGES CAUSED BY THE SAME.
   
   
   
6. LIMITATION OF LIABILITY
   
   6.1. NOTWITHSTANDING ANYTHING TO THE CONTRARY (EXCEPT TO THE EXTENT  PROHIBITED BY APPLICABLE LAW), IN NO EVENT WILL SECUREFRAME OR ITS SUPPLIERS BE LIABLE TO PARTNER (OR ANY PERSON CLAIMING UNDER OR THROUGH PARTNER) FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE OPERATION, USE OF OR ACCESS TO THE PORTAL, OR ANY CONTENT THEREON, THE DELAY OR INABILITY TO USE THE PORTAL OR ANYTHING PROVIDED IN CONNECTION WITH THIS AGREEMENT OR OTHERWISE ARISING FROM THIS AGREEMENT, INCLUDING WITHOUT LIMITATION
   
   (I) LOSS OF REVENUE OR ANTICIPATED PROFITS (WHETHER DIRECT OR INDIRECT) OR
   
   (II) LOST BUSINESS OR
   
   (III) LOST SALES, WHETHER BASED IN CONTRACT, TORT (INCLUDING ACTIVE AND PASSIVE NEGLIGENCE AND STRICT LIABILITY) BREACH OF STATUTORY DUTY OR OTHERWISE, EVEN IF SECUREFRAME HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.
   
   6.2. NOTWITHSTANDING ANYTHING TO THE CONTRARY, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE MAXIMUM LIABILITY OF SECUREFRAME AND ITS SUPPLIERS TO PARTNER FOR ANY CLAIM(S), WHETHER BASED IN CONTRACT, TORT (INCLUDING ACTIVE AND PASSIVE NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE, RELATING TO OR ARISING OUT OF THE OPERATION, USE OF OR ACCESS TO THE PORTAL, OR ANY CONTENT THEREON, AND REGARDLESS OF THE FORM OF THE ACTION, WILL BE LIMITED, IN THE AGGREGATE, TO FIVE HUNDRED DOLLARS (USD $500.00). THE FOREGOING LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
   
   
7. SEVERABILITY AND ENTIRE AGREEMENT
   
   If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers, amendments and modifications must be in a writing signed by both parties and specifically reference the provision of this Agreement being waived, amended or modified, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Partner does not have any authority of any kind to bind Secureframe in any respect whatsoever.
   
   
8. GOVERNING LAW; JURISDICTION; VENUE
   
   8.1. This Agreement will be governed by the laws of the State of California, U.S.A. without regard to its conflict of laws provisions. Any dispute arising from or relating to the subject matter of this Agreement shall be finally settled by arbitration in San Francisco County, California, in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Streamlined Arbitration Rules and Procedures of JAMS. Judgment upon the award so rendered may be entered in a court having jurisdiction, or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be.
   
   8.2. The federal and state courts serving San Francisco, California U.S.A. will have proper and exclusive jurisdiction and venue with respect to any disputes arising from or related to the subject matter of this Agreement. In any arbitration, action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. Notwithstanding anything contained in this Section 8, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator.