Blancco Global Partner Program: Terms Acceptance

BY CLICKING THE “I ACCEPT” CHECKBOX AND SUBMITTING THE FORM BELOW, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF ANOTHER PERSON OR COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL AUTHORITY TO BIND THAT PERSON, COMPANY, OR LEGAL ENTITY TO THESE TERMS.

IF YOU DO NOT AGREE TO THESE TERMS: DO NOT CLICK “I ACCEPT” OR COMPLETE THE FORM.

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The Blancco Global Partner Program (the “Program”) is sponsored and administered by Blancco Technology Group (“Blancco” or “we”), located at Suite 1, Chapel House Thremhall Park, Start Hill, Bishop’s Stortford, Hertfordshire, CM22 7WE, UK. The Program is governed by these terms (“Official Rules”), which form an agreement by and between Blancco and you (“You”) when you voluntarily click the button presented with these terms (the “Effective Date”). By participating in the Program, you accept and agree to comply with these Official Rules. Acceptance of the Official Rules in its entirety is required to participate in the Program. To the extent permitted by applicable law, Blancco reserves the right in its sole discretion to modify, suspend, terminate, or cancel the Program at any time by amending these Official Rules and publishing the amended Official Rules on its website.  Following any modification to the Official Rules, your continued participation in the Program constitutes acceptance of the amended Official Rules and the Program as is in full force at the time of said change(s).

PROGRAM GUIDE: The Blancco Global Partner Program benefits and requirements are outlined in the Blancco Partner Program Guide. We may from time to time update the Program Guide and the updated Program Guide shall automatically apply to You. Blancco will communicate all changes to You.

OUR RELATIONSHIP: Nothing in this Agreement shall be taken to constitute a partnership, agency, joint venture or the relationship of employer and employee between You and Blancco. You expressly acknowledge that You are neither an agent or representative of Blancco, nor shall you do anything to bind Blancco to any contract, to pledge the credit of Blancco, to bind it to any obligation, commitment or liability nor represent itself as able to do so, except as explicitly provided in this Agreement.

SOFTWARE LICENSE: As a Blancco Partner, Blancco grants You a limited right to: (i) Resell; (ii) use Blancco Software as a part of managed services for your end-customers subject to the applicable terms stated in Annex 1 and Annex 2 respectively.

PROFESSIONAL SERVICES: Blancco may provide its professional services upon mutually agreed terms. Any additional services (including but not limited to development or customisation services) shall be agreed upon under a separate statement of work.

MODIFICATIONS: Blancco shall have the right to update, to provide new functionality or otherwise change the design of the Product or to discontinue the manufacture or sale of any Product in its absolute discretion without any liability to You or the end customer.

MAINTENANCE AND SUPPORT:  Blancco shall provide support and maintenance of the Blancco Product in accordance with its support terms available at https://blancco.com/support-options/ and support option purchased by You, or the end customer. Blancco may amend its support services policy available at https://support.blancco.com/, in its sole and absolute discretion from time to time.

Payment Terms: Unless agreed otherwise, the payment term is set at thirty (30) days from the date of invoice in case of a direct purchase from Blancco.
All indirect purchases shall be governed by the payment terms set by Blancco Distributor.

INTELLECTUAL PROPERTY RIGHTS AND PROTECTION: You acknowledge that all intellectual property rights in the Product and any related services belong and shall belong to Blancco or the relevant third-party owners (as the case may be), and You shall have no rights in the Product other than the right to use it in accordance with the terms of this AGREEMENT (and/or any related third-party licenses).

If a claim for infringement of any third party’s patent, trademark or copyright is brought against You in relation to any Blancco Products and Services that You have resold, distributed, or are using, You will allow Blancco to defend or settle any such claim as Blancco thinks appropriate. Blancco will pay any settlement amounts, or any damages and costs awarded by a court against You to the extent such damages and costs are specifically attributable to the infringement claim but only if You: (a) promptly notify Blancco in writing of any infringement claim; (b) provide information and assistance to Blancco to enable Blancco to defend such infringement claim; and (c) provide Blancco with sole control of the defense or settlement negotiations. This is the extent of Blancco’s liability to You in relation to any infringement claim. 

THIRD PARTY SOFTWARE: The Product may contain freely available and distributable and/or open-source software and other copyrighted material by third parties (“Third Party Software”). The Third-Party Software shall be governed by their respective license terms and conditions. Blancco shall have no warranty or indemnification obligations with respect to any Third-Party Software and Your warranty and indemnification rights, if any, with respect to Third Party Software shall be according to such third party’s applicable terms and conditions. THIRD PARTY SOFTWARE IS PROVIDED WITHOUT ANY CONDITION OR WARRANTY WHATSOEVER UNLESS OTHERWISE SPECIFIED IN THE RESPECTIVE THIRD-PARTY SOFTWARE LICENSE TERMS AND CONDITIONS. BLANCCO EXPRESSLY DISCLAIMS ANY CONDITION, WARRANTY OR LIABILITY IN RESPECT OF THE SOFTWARE WHICH IS CAUSED BY OR RELATE TO THIRD PARTY SOFTWARE.

WARRANTIES: Blancco warrants for a period of ninety (90) days from the date of delivery that each unmodified copy of Product will perform in all material respects in accordance with the accompanied documentation. You agree that such documentation may be supplied only in the English language unless the local law requirement says otherwise. Any updates provided by Blancco shall be covered by this limited warranty for the remainder of the warranty period or for thirty (30) days from the date of delivery, whichever is longer. For any breach of the warranty, Your exclusive remedy, and Blancco’s entire liability, shall be the correction of the Product errors that cause breach of the warranty. THE WARRANTY ABOVE IS UNIQUE AND IS INSTEAD OF ALL OTHER WARRANTIES, TERMS OR CONDITIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES, TERMS OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. THE PRODUCT IS PROVIDED “AS IS” AND BLANCCO DOES NOT WARRANT OR GUARANTEE THAT THE OPERATION OF THE PRODUCT WILL BE FAIL SAFE, UNINTERRUPTED OR FREE FROM ERRORS OR DEFECTS OR THAT THE PRODUCT WILL PROTECT AGAINST ALL POSSIBLE THREATS.

INDEMNITY: Blancco warrants that, except for Third Party Software, any part of the Product shall not, when used by the end user or You (when you are using the Product to provide managed services) in accordance with this Agreement, infringe any intellectual property rights of a third party in the country of delivery. Blancco may, at its option, either defend or settle any claim made against You by a third party alleging that the Product, except Third Party Software, infringes a right of a third party, or Blancco may pay the costs and damages finally awarded against You  by a competent court or an out-of-court settlement; But only upon these conditions that (i) You will notify Blancco within thirty (30) days of receipt of any third party claim; (ii) Blancco will be granted the exclusive right to arrange any defense or settlement; and (iii) You will not make any statement contradictory to the interests of Blancco in connection with such claim.

LIMITATION OF LIABILITY: To the extent that limitation of liability is permitted by law:

• In no event will either party be liable to the other party for special, incidental, indirect, or consequential damages regardless of the basis of claim; and
• Each party’s liability is limited to direct damages in an amount not to exceed the license fees paid in preceding twelve (12) months from the Date of any claim for the software which gave cause to the claim on a cumulative basis.

These limitations do not apply to liability for claims arising from any other liability which cannot be excluded or limited under applicable laws.

CONFIDENTIAL INFORMATION: Both Parties agree in relation to the Confidential Information belonging to the other Party that during this AGREEMENT and for five (5) years afterwards they shall:

• keep such information confidential and shall not disclose it to any third party; and
• use such information only in so far as is necessary to perform this Agreement.

Either party may share information with the other in relation to Your role as a Blancco Partner and Blancco Products and Services that is of a sensitive and confidential nature. Both parties shall keep such information safe and not share it with others unless expressly agreed to by the other party.

EXPORT CONTROL: You acknowledge that the Software may be subject to applicable U.S., E.U. and international import and export restrictions, including restrictions imposed by the U.S. Export Administration Regulations as well as any end-user, end-use and destination restrictions issued by the U.S. government and the governments of other nations. You agree to comply with all applicable national and international laws that apply to the transport of the Software across national borders or to its use in any such jurisdiction. By using the Software and/or Application, you represent and warrant that (a) you are not located in a country that is subject to a U.S. and E.U government embargo, or that has been designated by the U.S. or the E.U. government as a “terrorist supporting” country; and (b) you are not on any U.S. or E.U government list of prohibited or restricted parties.

GOVERNING LAW: Both parties agree to the application of the laws of the country where Blancco is incorporated, to govern, interpret, and enforce all of Your and Blancco’s respective rights, duties, and obligations arising from, or relating in any manner to, the subject matter of this AGREEMENT, without regard to conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
All rights, duties, and obligations are subject to the courts of such country where Blancco is incorporated, and You and Blancco hereby submit to the exclusive jurisdiction of such courts.

Compliance WITH LAWS: You agree to comply with all applicable laws in transactions involving Blancco, including anti-bribery and anti-corruption laws. This means that nothing of value may be given to a third party, such as an actual or prospective customer, in connection with a Blancco transaction in order to get or maintain business or to encourage an official to perform his or her official duties.

PERSONAL DATA AND PRIVACY. Any data You communicate to Blancco hereunder may only be used by Blancco or transferred to third parties pursuant to Blancco’s https://blancco.com/privacy-policy/.

MARKETING AND TRADEMARKS: During the Term, Blancco may include Your details on any website, as a Blancco Partner, it maintains for Blancco’s customers.  You may only market Blancco Products under the name specified by Blancco. Blancco does not, and will not, endorse, warrant, or guarantee the performance of any of Your product(s). You shall not represent to any third party that Blancco: (i) has endorsed, warranted, or guaranteed the performance of Your product(s); (ii) implied the merchantability or fitness for a particular purpose of Your product(s); or (iii) intends to do either (i) or (ii).

Blancco Trademarks.  Subject to the terms of the Agreement, and only during the Term of the Agreement, Blancco grants You a nonexclusive, non-transferable, non-assignable, non-sub licensable, revocable, limited license to use Blancco trademarks, and any marks or specific logos  in accordance with (i) Blancco’s trademark usage guidelines, including those currently located at the “Permissions and Trademark Guidelines” pages of Blancco’s official website at https://blancco.com/partner-program-trademark-usage/ (or a successor site thereto) as amended by Blancco from time to time in Blancco’s sole discretion. Blancco may revoke Your license to Blancco Trademarks at any time in its sole discretion. 

You shall not issue any press releases, publicity, marketing or sales materials, or other materials developed that refer to the Agreement or the relationship between You and Blancco, or otherwise use the name or trademark of Blancco without prior review and written approval by Blancco.  Notwithstanding the foregoing, You may include factual descriptions of the relationship between Blancco and You in presentations.

AUDIT: You agree to grant Blancco and its independent accountants the right to audit and verify Your compliance with these Terms and Your role and obligations as a Blancco Partner, upon reasonable advance notice and only during regular business hours. Such audit may require You (a) giving access to Your records in relation to Your appointment as a Blancco Partner; (b) providing copies of documents or other evidence to verify Your compliance with Your obligations hereunder; (c) responding to requested assessments; and (d) providing periodic certifications. In addition, Blancco will periodically conduct check-ins with regard to Your performance as a Blancco Partner, which may result in Your appointment as a Blancco Partner being revoked if You fail to perform as expected.

TERMINATION: Unless otherwise agreed, either party may terminate this Agreement by giving the other party 30 days’ notice in writing that they wish to terminate. Upon termination You will no longer be permitted to call Yourself or act as a Blancco Partner and any right to use Blancco’s name or trademarks, or right to resell or distribute Blancco Products and Services will automatically cease.

Annex 1

Resell Terms

In the event You Resell Blancco Products the following terms shall apply in addition to the above general terms:

Your Right to Resell: Blancco authorizes You as an independent, non-exclusive, authorized reseller of Blancco Products and Services to resell the Products to the End Users.  Reselling to a third party that is not an End User, or an authorized Blancco Partner is strictly forbidden.

Blancco End User License Terms: When reselling Blancco Products and Services to End Users, You must ensure that the End User are fully aware of the terms that apply to their purchase and use of Blancco Products and Services. The Blancco End User License Terms, Support Services Terms, Professional Services Terms and Cloud Data Services Terms, all of which can be found on Blancco’s website https://blancco.com/. You must either forward a copy of the Blancco End User License Terms as part of their order or provide them with the following link https://blancco.com/en/eula/. Blancco’s liability in relation to its Products and Services is limited to those set out in the Blancco End User License. Terms, Support Services Terms, Professional Services Terms or Cloud Data Services Terms. If You choose to offer different or better terms to any End User, this is solely at Your risk, and You cannot look to Blancco to cover such risk or terms.

Obligations of Resell

You undertake to:

• Ensure that the sale of the Products is conducted in accordance with this Agreement and with applicable domestic legislation.
• Use all reasonable commercial efforts to protect copyrights, trademarks, and other intellectual property rights of Blancco in the Products in the Territory.
• Retain the records relating to all matters for which it is responsible under the terms of this Agreement.
• Be responsible for the acts of Your Subcontractors as if such acts were the acts of the Reseller.
• Comply with the Deal Registration policy as outlined:  on the Blancco Partrner Portal

Annex 2

Service Provider Terms

In the event You provide services to the End Users using Blancco Products the following terms shall apply in addition to the above general terms:

Your Right as Service Provider (“SP”)

Subject to the terms and conditions of Blancco standard end user license agreement (“EULA”) available at https://blancco.com/en/eula/, Blancco hereby grants You a non-exclusive, non-transferable right to use the Product to provide services to your customers (for the purpose of this Agreement, use of the Product means to access, install, download, copy or otherwise benefit from using the Product) during the license term solely for performing managed services for Your customers. The Product is owned by Blancco and/or its licensors and are copyrighted and licensed, NOT SOLD. The Product is never licensed in perpetuity. The licenses are not intended for resale purposes and shall not be a) shared, loaned, assigned, or delivered outside of Your service locations; or b) used by anyone else other than Your employees; or c) used outside the designated Territory. Blancco may provide support and maintenance of the Blancco Product in accordance with its support terms available at https://blancco.com/support-options/ and support option purchased by You. Blancco’s policy for providing support in relation to any old version of the Product or the discontinued Product shall be available at https://support.blancco.com/ or such other website address as may be notified to You from time to time (“Support Lifecycle Policy”). Blancco may amend the Support Lifecycle Policy in its sole and absolute discretion from time to time.

Obligations of SP

You undertake to:

• comply with all laws and regulations and with all and any conditions binding upon it in any relevant licenses, registrations, permits and approvals, in relation to matters relating to this Agreement; and
• keep Blancco up-to-date (through regular dialogue) in respect of any changes to Your business or other changes of which You may become aware that may impact on the matters governed by this Agreement (including required service standards and costs), and where possible, matters should be communicated in sufficient time for an assessment of the impact to be jointly carried out.
• not either during nor after the end of the engagement under this Agreement create any product all or part of which relies directly or indirectly on any idea, style, production method, gimmick, character or other information relating to Blancco Product or services, of which You may become aware as a result of the engagement under this Agreement, regardless of whether such material is confidential or not;
• provide Blancco with access to its sites and facilities during Your normal business hours as reasonably required by Blancco to perform the Services. You shall also make available to Blancco any data, information and any other materials reasonably required by Blancco to perform the Services, including, but not limited to, any data, information or materials specifically identified and reasonably requested (collectively, “SP Materials”);
• provide appropriate training facilities, including without limitation Internet connectivity, access to a demo product, projector, student computers and other reasonable classroom amenities for on-site delivery;
• comply with all applicable policies, laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption; and
• ensure that its employees and other independent contractors become certified and co-operate reasonably with Blancco and its employees in carrying out the Services.

A copy of the terms can also be downloaded and saved for your reference.