PartnerStack Affiliate Agreement
Partner Affiliate Agreement
This Partner Affiliate Agreement (this “Agreement”) contains the terms and conditions that govern the referral of CrowdStrike products and services through the PartnerStack Inc. (“PartnerStack”) platform (the “Program”) and is an agreement between CrowdStrike, Inc. (“CrowdStrike”) and the entity you represent. The Program is designed to offer incentives to businesses for referring prospective customers to CrowdStrike. By checking the appropriate box or participating in the Program, you and the company or entity that you are acting for (“Applicant”) agree to the Program terms and conditions set forth in this Agreement.
Upon CrowdStrike accepting Applicant into the Program, this Agreement will govern Applicant’s participation in the Program. CrowdStrike reserves the right, in its sole discretion, not to accept any particular Applicant at any time, for any or no reason, with or without notice or explanation, and without liability. An accepted Applicant is referred to herein as a “Program Participant”.
By checking the appropriate box and applying to the Program represent and warrant that you: (1) are lawfully able to apply to the Program, and (2) you have the full authority to bind the Applicant to this Agreement. If you do not have this authority, or you or Applicant does not agree to, or cannot comply with, this Agreement, then you may not accept this Agreement or participate in the Program.
CrowdStrike reserves the right to change this Agreement at any time without prior notice. Unless otherwise stated, any such changes will become effective immediately upon the sooner of CrowdStrike’s posting any such changes at this website, within the PartnerStack portal, or sending you a copy of such changes at the email address provided at registration. By continuing to participate in the Program after the effective date of any changes to this Agreement, you agree to agree to be bound by the modified terms.
If you do not want to accept any changes to this Agreement, you may simply stop participating in the Program.
1. Participation. CrowdStrike grants the Program Participant a limited, non-exclusive, non-transferable right and license to market and promote CrowdStrike, in accordance with this Agreement. All other rights and licenses not expressly granted to the Program Participant herein are reserved by CrowdStrike. By participating in the Program, Program Participant authorizes CrowdStrike and its affiliates to use its contact information to communicate about the Program and CrowdStrike products and services generally.
2. Lead Generation and Program Participant Conduct.
a. Compensation. Subject to this Agreement, CrowdStrike will compensate the Program Participant (through PartnerStack) for (i) actual sales of subscriptions or (ii) provisioned trials for the applicable CrowdStrike products (a “Product”) that are completed using the Program Participant’s applicable referral link provided by PartnerStack (the “Referral Link”).
b. Qualified Purchases. Program Participant shall be compensated, subject to this Agreement, only for Qualified Purchases. As used herein, “Qualified Purchases” means a third-party customer (1) that CrowdStrike accepts after determining that they are not an existing CrowdStrike customer and (2) who (i) completes a purchase via the designated CrowdStrike website using a credit card or, for campaigns involving trials, provisions the applicable Product (ii) accepts CrowdStrike’s End User Agreement (“EULA”) and online order and payment terms or other applicable trial agreement (for campaigns involving trials), (iii) successfully passes CrowdStrike’s risk review process, and (iv) does not cancel the subscription within the initial 30-day period. For the avoidance of doubt, Qualified Purchases are direct purchases (or provisioned trials to the extent applicable to the campaign) by customers from CrowdStrike through the applicable Referral Link and Program Participant is not authorized to re-sell or otherwise distribute the Products.
c. Payment Rates. In connection with a Qualified Purchase, CrowdStrike will pay PartnerStack the applicable referral fee for each Qualified Purchase using the Referral Link.
d. Payment Terms. No payments shall be owed or paid for sales or enrollments that are completed after the Term (as defined below). Sales or enrollment completion refers to a binding agreement between CrowdStrike and the customer for a specific product or service at a pre-established fee. Payments due to Program Participant for Qualified Purchases through the Referral Link shall be made to PartnerStack within 90 days after receipt of payment(s) from the customer (or provisioning of the applicable trial Product). In addition, statements may be adjusted by CrowdStrike from time to time to reflect overpayments, customer chargebacks and/or credits or underpayments to customers by CrowdStrike. In the event that CrowdStrike is required by applicable law to make deductions or withholdings from referral fee payments, then CrowdStrike may deduct such amounts as may be necessary to remit such withholding payment to the applicable taxing authority. Program Participant acknowledges that CrowdStrike is not responsible for PartnerStack’s payment to Program Participant or any fees charged by PartnerStack or any payment provider and any such payment terms are between Program Participant and PartnerStack (or the applicable payment provider).
e. Participant Conduct. Program Participant will conduct all referral activities under this Program in a manner that will reflect favorably on the good name and reputation of CrowdStrike and CrowdStrike products and, specifically, Program Participant agrees to: (1) comply with all applicable national, international, state and local laws, ordinances and regulations in its dealings with CrowdStrike and customers, including, without limitation, obtaining any required state certifications; and (2) make no false or misleading statements with respect to CrowdStrike products and services, and engage in no illegal, deceptive, misleading, unethical, or improper acts or practices in performing under this Program.
f. No Commission Sharing. Program Participant shall not be eligible for more than one commission from CrowdStrike, under any program, for any referral, sales lead, or sale, and shall not share commission with any other Program participant or any CrowdStrike sales representative.
3. Relationship of Parties.
Neither CrowdStrike nor Program Participant shall have the authority to bind the other by contract or otherwise or to make representations as to the policies or procedures of the other except as specifically authorized by this Agreement. CrowdStrike and Program Participant acknowledge and agree that their relationship arising from the Program does not constitute or create a general agency, joint venture, partnership, employee relationship, or franchise between them and that Program Participant is an independent contractor with respect to the services provided by it under the Program. Program Participant assumes full responsibility for the acts of its employees and for their supervision, daily direction, and control.
4. Lead Acceptance.
a. Acceptance. Program Participant expressly acknowledges that any customer referrals will be subject to acceptance by CrowdStrike, in its sole discretion. Program Participant agrees that CrowdStrike will have sole discretion determining whether to enter into a EULA or trial agreement with any customer referred by Program Participant. Furthermore, CrowdStrike will have no responsibility or liability whatsoever to Program Participant with respect to the continued availability or operation of CrowdStrike products or services or the acceptance of, failure to accept or sell to any potential customers referred by Program Participant.
b. Disclaimer. CrowdStrike warranties (if any) are provided directly to the customer in the EULA or trial agreement. EXCEPT FOR ANY LIMITED EXPRESS WARRANTIES MADE BY CROWDSTRIKE FOR THE OFFERINGS IN ITS END USER AGREEMENT(S) WITH A CUSTOMER, CROWDSTRIKE MAKES NO OTHER WARRANTIES RELATING TO THE OFFERINGS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS, FITNESS FOR A PARTICULAR PURPOSE, OR MERCHANTABILITY.
c. Conflicts. Program Participant acknowledges and agrees that CrowdStrike directly or indirectly (or through other Program participants) may offer CrowdStrike products and services and that Program Participant will be entitled to no compensation for sales or trials that are not completed using the Referral Link.
5. Tradenames and Trademarks.
a. No Representations or Warranties. Neither Program Participant nor its employees shall make any representations or warranties relating to CrowdStrike products and services nor to any affiliation with CrowdStrike. Further, this Agreement shall not grant Program Participant any right to use the CrowdStrike trademark(s) without the prior express written permission of CrowdStrike.
b. Non-exclusive Agreement. Program Participant agrees, understands and acknowledges that CrowdStrike may enter into agreements of this type with third parties to promote CrowdStrike’s products and services and nothing herein shall be construed as an exclusive relationship or agreement. Program Participant has not paid consideration for the use of the trademarks, logos, copyrights, trade names, or designations belonging to CrowdStrike, and nothing contained in this Agreement shall give the Program Participant any right, title or interest in or to any of them. Program Participant acknowledges that CrowdStrike owns and retains all copyrights and other proprietary rights, as well as any software supplied by CrowdStrike, in all of the foregoing. Program Participant shall not assert any claim or interest in or to any trademark, trade name, copyright, service mark or logo belonging or licensed to CrowdStrike, or do anything to adversely affect their validity or enforceability. This includes any act or assistance to any act that may infringe, or lead to the infringement of, any software copyright.
6. Confidentiality and Communications.
a. Confidential Information. Any confidential CrowdStrike specifications, drawings, sketches, data or technical or business information, and any other confidential CrowdStrike material furnished by or disclosed by CrowdStrike in connection with the Program will be deemed the exclusive property of CrowdStrike, and are to be used by Program Participant solely in the performance of its obligations and duties hereunder and are to be returned to CrowdStrike immediately at the end of the Term (as defined below). Program Participant shall keep all such information confidential during the Term and for a period of three (3) years thereafter. Program Participant agrees that monetary damages for breach of its obligations under this Section may not be adequate and that CrowdStrike will be entitled to injunctive relief with respect to any breach or default of Program Participant’s obligations under this Section.
b. Promotional Materials. Program Participant may issue press releases or public announcements, distribute any marketing or promotional materials or otherwise make public communications regarding this Agreement or its participation in the Program only with CrowdStrike’s prior written consent. Program Participant may not criticize, disparage or in any way reflect an adverse opinion of CrowdStrike or CrowdStrike’s products and services.
7. Term and Termination.
a. Term. This Agreement shall commence as of the date CrowdStrike accepts Program Participant into the Program and shall continue until Program Participant’s participation in the Program is terminated by either party (the “Term”).
b. Termination. Participation in the Program may be terminated by either party immediately upon notice by either party. Such notice may be via email to the email address registered with PartnerStack or through any automated process within the PartnerStack platform. Termination from the Program will not limit any of CrowdStrike’s other rights or remedies under this Agreement or otherwise.
c. Post-Termination. Upon termination from the Program, Program Participant shall immediately remove any hyperlinks and materials, over which CrowdStrike has a proprietary right, from the Program Participant's web site and/or the web sites of the Program Participant's agents. The Sections entitled Tradenames and Trademarks, Confidentiality and Communications, Post-Termination, Indemnity and Limitation of Liability and Miscellaneous Provisions shall survive any termination of this Agreement. Unless this Agreement terminates due to Program Participant’s breach of this Agreement, CrowdStrike’s obligation to pay the referral fee shall survive the end of the Term for all Qualified Purchases completed during the Term so long as all other requirements of this Agreement have been met by Program Participant.
8. Indemnity and Limitation of Liability.
a. Program Participant Indemnification. Program Participant agrees to indemnify and defend CrowdStrike and its affiliates, and their officers, directors, employees, and agents from any claim, loss, damage, settlement (inclusive of attorney’s fees, experts’ fees, and mediation/arbitration/court costs) or cost, including attorney’s fees, that CrowdStrike becomes liable for by reason of: (i) Program Participant’s breach of this Agreement or any agreement with a third party; (ii) Program Participant making a representation, warranty, or other statement on behalf of CrowdStrike that is not specifically authorized in writing; (iii) Program Participant’s or its representative’s gross negligence, fraud, or willful misconduct; or (iv) Program Participant making any warranty of any kind, including any express or implied warranty regarding the Products. Program Participant shall immediately notify CrowdStrike in writing of any claim, threatened claim, suit or other action related to Program Participant’s performance in the Program.
b. Limitation of Liability. CrowdStrike will have no liability to Program Participant other than for commissions earned and payable in accordance with this Agreement. IN NO EVENT SHALL CROWDSTRIKE BE LIABLE UNDER THEORY OF CONTRACT, TORT, OR OTHERWISE, FOR SPECIAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING ANY DAMAGES TO BUSINESS REPUTATION OR LOST PROFITS), WHETHER OR NOT FORESEEABLE.
9. Miscellaneous Provisions.
a. Compliance. At all times and particularly during participation in the Program, Program Participant shall comply with this Agreement, the Business Partner Standards (located at https://www.crowdstrike.com/en-us/legal/partner-standards/), and all applicable laws. Any concerns or violations of the Agreement, Business Partner Standards, or applicable laws should be reported immediately to ethics@crowdstrike.com or via CrowdStrike’s online reporting channel crowdstrike.ethicspoints.com. Program Participant represents through its participation in the Program, that participation in the Program does not create an incentive or preference which may constitute a breach of applicable law or of Program Participant’s obligations to any customer or other third-party. Notwithstanding any other provisions of this Agreement or any Program terms, Program Participant will not be entitled to any referral fee or other compensation if such compensation is disallowed or limited by (i) applicable federal, state or local law or regulation; or (ii) an applicable customer or partner, whether by agreement, policy, or otherwise.
b. Notices. All notices to be given to CrowdStrike pursuant to this Agreement will be in writing sent to 150 Mathilda Place, Sunnyvale, CA 94068 (attention: Legal Dept) with an electronic copy to legal@crowdstrike.com. Notices will be effective: (i) when personally delivered, (ii) on the reported delivery date if sent by a recognized international or overnight courier, or (iii) five business days after being sent by registered or certified mail (or ten days for international mail) or email. Notices regarding updates to the Agreement or Program changes may be provided through email or web interface. All notices to be given to Program Participant pursuant to this Agreement will be sent through the PartnerStack portal or to the email address provided at registration. All such notices are effective on the day posted or emailed to Program Participant.
c. Governing Law. This Agreement shall be governed by the laws of the State of California and Program Participant consents to the jurisdiction of the federal and state courts of the State of California.
d. No Assignment. Program Participant may not assign or otherwise transfer this Agreement without the prior written consent of CrowdStrike. Any attempted assignment or delegation in violation of this Section shall be void. Subject to the foregoing, all rights and obligations of the parties under this Agreement shall be binding upon and inure to the benefit of and be enforceable by and against the successors and permitted assigns.
e. Entire Agreement. This Agreement constitutes the entire agreement between Program Participant and CrowdStrike with respect to the Program, and supersedes all prior agreements and representations, written or oral, concerning the Program.
f. Arbitration. Any actions, controversies, claims, disputes and other factual or legal matters in question arising out of or relating to the Program, this Agreement or the alleged breach of this Agreement, will be settled by binding arbitration conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, as then in effect. The arbitration shall be held in Orange County, California.
