UNLESS THE PARTNER HAS OR ENTERS INTO ANOTHER VALID PARTNER AGREEMENT EXECUTED BY CROWDSTRIKE AND PARTNER, BY SUBMITTING THE CROWDSTRIKE PARTNER APPLICATION OR PARTICIPATING IN THE CROWDSTRIKE PARTNER PROGRAM YOU AND ANY COMPANY OR ENTITY THAT YOU ARE ACTING FOR (“YOU” OR “PARTNER”) AGREE TO THESE CROWDSTRIKE PARTNER PROGRAM TERMS (THE “PARTNER TERMS”). YOU REPRESENT THAT YOU: (1) ARE LAWFULLY ABLE TO ENTER INTO THE PARTNER TERMS, AND (2) HAVE FULL AUTHORITY TO BIND THE PARTNER TO THE PARTNER TERMS. IF YOU DO NOT HAVE THIS AUTHORITY, OR YOU DO NOT AGREE TO, OR CANNOT COMPLY WITH, ALL THE PARTNER TERMS, THEN YOU MAY NOT SUBMIT AN APPLICATION OR PARTICIPATE IN THE CROWDSTRIKE PARTNER PROGRAM.
THE PARTNER TERMS ARE A BINDING CONTRACT BETWEEN PARTNER AND CROWDSTRIKE, INC., A DELAWARE CORPORATION, ON BEHALF OF ITSELF AND ANY AFFILIATES PERFORMING HEREUNDER (COLLECTIVELY, “CROWDSTRIKE”).
1.1. “Affiliate” means any majority-owned subsidiary or other entity which a party controls or is controlled by, or with which it is under common control with a party.
1.2. “API” means an application programming interface that allows access to certain functionality and/or data provided by a corresponding product or service (or components thereof).
1.3. “Controlled Affiliate” means Partner’s majority-owned subsidiary or other entity which Partner controls where control means a more than 50% ownership or voting control.
1.4. “CrowdStrike API” means (i) the API identified in CrowdStrike’s “welcome letter” to Partner and/or the Partner Portal, (ii) any Documentation, and (iii) any Updates (as applicable) thereto that may be made available by CrowdStrike to CrowdStrike Customers or Partner from time to time. In the event an API is not identified in the “welcome letter” or Partner Portal, the CrowdStrike API shall be those API’s made available to Partner by CrowdStrike and/or a CrowdStrike Customer.
1.5. “CrowdStrike Content” means the information and data, including the CrowdStrike Data, that is contained in or made available as part of or through the CrowdStrike API’s.
1.6. “CrowdStrike Data” shall mean the data generated by the Products, including but not limited to, correlative and/or contextual data, and/or detections. For the avoidance of doubt, CrowdStrike Data does not include Customer Data.
1.7. “Customer Data” means the data generated by the Customer’s Endpoint and collected and/or stored by the Products.
1.8. “Customer(s)” means the current or potential customers of Partner for the applicable Offerings, including MSP Customers and Joint Customers.
1.9. “Designated Distributor” means any distributor designated by CrowdStrike to distribute the Offerings.
1.10. “Documentation” means the end-user technical and support documentation supplied with the applicable Offering.
1.11. “Endpoint” means any physical or virtual device, such as, a computer, server, laptop, desktop computer, mobile, cellular, container or virtual machine image.
1.12. “End User Agreement(s)” means the end user agreement(s) entered into between CrowdStrike and a Customer that governs the Customer’s use of the Offerings. CrowdStrike’s end user terms and conditions can be found here: https://www.crowdstrike.com/terms-conditions/.
1.13. “Intellectual Property Rights” means copyrights (including, without limitation, the exclusive right to use, reproduce, modify, distribute, publicly display, and publicly perform the copyrighted work), trademark rights (including rights in, without limitation, trade names, trademarks, service marks, and trade dress), patent rights (including, without limitation, (i) all rights worldwide in patent applications, any patents issuing therefrom, and all provisional rights with respect to patent applications, (ii) all rights worldwide in any improvements, substitutions, divisionals, patents of addition, continuations, continuations-in-part, reissues, renewals, registrations, confirmations, re-examinations, extensions, supplementary protection certificates, term extensions (under applicable patent law or regulation or other law or regulation), and certificates of invention of any patents or patent applications, and (iii) all rights worldwide to exploit any of the foregoing), know-how, trade secrets, moral rights, right of publicity, authors’ rights, contract and licensing rights, all other intellectual property rights as may exist now and/or hereafter come into existence, and all renewals and extensions thereof, regardless of whether such rights arise under the law of the United States or any other state, country, region, or jurisdiction.
1.14. “MSP” means managed service provider. CrowdStrike has two MSP Partner designations: (i) MSP’s that do not own the Product license, and (ii) MSP’s that do own the Product license, otherwise known as “Packaged MSP’s”.
1.15. “Offerings” means, collectively, any Products and/or Services.
1.16. “Partner Portal” means the CrowdStrike web-based site located here: https://partner.crowdstrike.com/s/login/ that provides information and resources for CrowdStrike partners.
1.17. “Partner Program” or “Program” means the benefits and obligations that CrowdStrike makes available to qualified and CrowdStrike approved third parties related to the use, integration, resale and/or distribution of the Offerings through various programs.
1.18. “Partner Program Guide” or “Guide” means the then-current version of the CrowdStrike program terms that describe the partner types, levels, benefits and obligations applicable to CrowdStrike partners, including, where applicable, the list pricing, applicable discounts and lead registration. The Partner Program Guide can be found on the Partner Portal or by asking your CrowdStrike channel representative.
1.19 “Personal Data” means information used to distinguish or trace a natural person’s identity, either alone or when combined with other personal or identifying information that is linked or linkable by the user to a specific natural person. Personal Data also includes such other information about a specific natural person to the extent that the data protection laws applicable in the jurisdictions in which such person resides define such information as Personal Data.
1.20. “Program Terms” means these Partner Terms and the Guide.
1.21. “Product” means any of CrowdStrike’s cloud-based software or other products, the available accompanying API’s, the CrowdStrike Content, product related services, training, and related technical and customer support, any Documentation and any Updates thereto that may be made available from time to time by CrowdStrike.
1.22. “Reseller” means a Partner that has a valid agreement with CrowdStrike for the resale of the Offerings and is designated by CrowdStrike as a “Reseller”.
1.23 “Restrictions” means the restrictions or requirements set forth in the Sections: 14 Conduct and Compliance, 7.2 API Keys, 7.3 Product Use Requirements, 7.4 Restrictions.
1.24. “Services” means the professional services provided by CrowdStrike that may include, but are not limited to: incident response and investigation, compromise assessments, forensic services related to cyber security adversaries, tabletop exercises and next generation penetration tests related to cyber security and typically provided on a time and material basis and sometimes sold as a retainer or at a fixed price.
1.25“Subscription/Order Term” means the period of time set forth in the applicable Order during which Partner is authorized by CrowdStrike to access and use the Products.
1.26. “Territory” the country(ies) identified in the Partner Portal where the Partner is authorized to market and sell the Offerings. Under no circumstances shall the Territory include any region or country where the United States government prohibits sales by United States companies, and any region or country designated as such by the United States government after the Territory is determined shall automatically be removed without further action by the parties.
1.27. “Trademarks” means the words, names, symbols, designs, or any combination thereof, used in commerce to identify and distinguish the products, services, and company, of a party from those of others and to indicate the source of such products and services.
1.28. “Updates” means any correction, update, upgrade, patch, or other modification or addition made to a Product from time to time, on as available basis.
2. Application and Program Terms.
2.1. Partner Terms. Applicants must complete the partner application, agree to the Program Terms and meet the applicable partner qualifications. These Partner Terms are a master agreement that cover all CrowdStrike partner types; provisions regarding specific types of partners or rights apply only to the extent you have been approved by CrowdStrike in CrowdStrike’s sole discretion to participate in the applicable aspect of such Program. The Partner Program “welcome letter” and/or Partner Portal will specify your partner designation or type. Partner specific terms below and the CrowdStrike Partner Program Guide set forth the rights and obligations associated with each partner type.
2.2. Updating the Terms.CrowdStrike may revise the Program Terms (including partner type specific terms) from time to time in our sole discretion. CrowdStrike will post the new Partner Terms and/or Guide in the Partner Portal. Partner’s continued participation in the CrowdStrike Partner Program following the posting of revised Partner Terms and/or Guide means that Partner accepts and agrees to the changes. The revised Partner Terms and/or Guide automatically supersede the prior version of the Partner Terms and/or Guide. New Partner Terms and/or Guides apply prospectively only.
2.3. Partner Affiliates. You may include Controlled Affiliates in your partner application by having the Controlled Affiliate sign a participation agreement. By executing a participation agreement, Controlled Affiliates shall be subject to, and are bound by, the Program Terms. Partner shall be responsible for any Controlled Affiliate’s acts and omissions in connection with the Partner Program, including any use of the Offerings or for any purchases hereunder. Alternatively, each Partner Affiliate that desires to be included as a member in the Partner Program may separately apply and agree to the Program Terms and each applicant shall bear responsibility for its own acts and omissions.
2.4. Nonexclusive Appointment. Provided that (i) CrowdStrike accepts Partner into the CrowdStrike Partner Program, and (ii) Partner complies at all times with the Program Terms, CrowdStrike appoints Partner and Partner accepts appointment as a nonexclusive Partner. CrowdStrike reserves the right at any time, in its sole discretion, to have Offerings that are not eligible for use, resale, or distribution under the Program Terms. The rights and licenses granted to Partner under the Program Terms are personal to Partner and Partner may not transfer or sublicense the appointment set forth in the Program Terms.
3. Partner Personnel
3.1. Qualified Staff. All Partners shall maintain a staff of employees with a good working knowledge of the Offerings, including their use, applications, limitations, installation, maintenance and related subjects. Partner’s employees shall also be knowledgeable in the use of complementary products and services. Partner shall appoint employees of appropriate experience and skill to participate in training programs offered by CrowdStrike from time to time as mutually agreed by the parties. Partner shall appoint one primary point of contact to coordinate the collaborative relationship with CrowdStrike’s designated point of contact.
3.2 Training and Certification. CrowdStrike may require Partner’s completion of minimum training or certification programs established by CrowdStrike or the payment of fees related to certain testing or certifications. If Partner does not agree to participate in such programs and pay any associated fees, then in CrowdStrike’s sole discretion, Partner may not obtain certain certifications or be elevated within the Partner Program.
4. Partner Program Marketing
The following marketing related rights and obligations apply to the extent allowed under the partner type designated in the Guide.
4.1. Go To Market. The parties will create a mutually agreed upon plan for taking the Offerings to market (“Go-To-Market Plan”) which may include, but not be limited to: quarterly business reviews, pipeline review, joint marketing activities, press releases, and joint sales training.
4.2. Publicity. Subject to the terms of this Section 4, each party will have the right to refer to the fact that Partner is in a collaborative relationship with CrowdStrike on its website and in marketing collateral with respect to the Partner’s r Program designation. Otherwise, neither party will make any public statement or issue any press release with respect to this relationship without the prior written consent of the other party.
4.3. Trademark Use. Each party (the “Trademark Party”) grants the other party a worldwide, non-exclusive, non-transferable royalty free limited license (with no right of sublicense) during the term of the Program Terms to use the Trademark Party’s Trademarks solely for the purpose of carrying out the terms of the Go To Market Plan and as otherwise contemplated by the Program Terms, including but not limited to, the promotion of the Offerings, the parties’ joint efforts and channel programs; provided, that, such Trademarks are used solely in accordance with the Trademark Party’s specifications as to style, color, and typeface, as such specifications may be modified by such party from time to time and communicated to the other party. Partner agrees not to attach any other trademarks, logos or trade designations to the Offerings, nor to remove or modify any of CrowdStrike’s Trademarks or proprietary notices affixed to the Offerings or Service deliverables. Partner shall not affix any CrowdStrike Trademarks to products or services other than the genuine Offerings. Upon notice from the Trademark Party of its objection to any improper or incorrect use of the Trademark Party’s Trademarks, the other party shall correct or stop such usage as soon as reasonably practicable.
4.4. Ownership of Trademarks. Each Trademark Party claims ownership of all right, title, and interest in and to its Trademarks, together with any new or revised trademarks, trade names, and logos that such Trademark Party may adopt to identify it or any of its products or services. Neither party shall claim any rights in the other party’s Trademarks or take any action that threatens or challenges the Trademark Party’s proprietary rights therein. All use by a party of the Trademark Party’s Trademarks and all goodwill associated therewith shall inure exclusively to the benefit of the Trademark Party and its Affiliates. Partner is prohibited from using or registering any of CrowdStrike Trademarks or domain names, including without limitation any terms containing the terms “crowd”, “strike”, or “falcon” as part of Partner’s company name, service name, trade names or domain names. CrowdStrike does not authorize Partner’s use of any of the CrowdStrike Trademarks to promote or use for search engine ranking or ad word purchase or as part of a trade name, business name or Internet domain name in any manner that could be detrimental to the interests of CrowdStrike. If Partner registers or otherwise obtains rights to marks (as trademarks, service marks, URLs, company names or otherwise) in violation of the Program Terms, Partner will, at its own expense, transfer and assign such rights to CrowdStrike, and execute all documents reasonably requested by CrowdStrike to facilitate such assignment or transfer.
5. Resale and Distribution.
5.1.Indirect Resellers. Partners designated by CrowdStrike as Indirect Resellers may purchase Offerings from a CrowdStrike Designated Distributor in the Territory and market and sell the Offerings to Customers only in the Territory.
5.2. Direct Resellers. Partners designated by CrowdStrike as Direct Resellers may purchase Offerings from CrowdStrike and market and sell the Offerings to Customers only in the Territory, or (ii) to another Partner in the Territory who is not reselling to Customers for example, a Packaged MSP Partner (see Section 7.9).
5.3. Distribution. Partners designated as Distributors may purchase Offerings from CrowdStrike and market and sell the Offerings (i) directly to Customers in the Territory, (ii) indirectly to Customers in the Territory by selling to one Reseller in the Territory in which case more than one Reseller in between Partner and the Customer is prohibited, (iii) indirectly to Customers in the Territory by selling to another Distributor in the Territory who may then sell to one Reseller in the Territory, or (iv) to another Partner in the Territory who is not reselling to Customers, for example, a Packaged MSP Partner (see Section 7.9).
5.4. Future Offerings. Future Offerings are deemed added to the Program at such time as CrowdStrike designates them for resale by Partner. Partner has the option not to resell any new Offering added in this manner. CrowdStrike reserves the right to have Offerings that are not eligible for resale.
5.5. Sales and Marketing Efforts. Partner shall market, promote and resell the Offerings in accordance with the Program Terms. Partner’s marketing and advertising efforts will be of no less quality than CrowdStrike’s marketing and consistent with marketing materials made available by CrowdStrike and the Go To Market Plan (if any). Partner shall include in all such advertising all applicable copyright and trademark notices as they appear on or in the Products or Service deliverables, or as otherwise reasonably directed by CrowdStrike.
5.6. End User Agreement. Partner shall resell, use, or provide for use (as applicable) the Offerings subject to CrowdStrike’s End User Agreement(s) and any additional Customer specific terms provided on the CrowdStrike quotation to the Partner. CrowdStrike includes a link to its customary terms and conditions (found here), and on occasion includes Customer deal specific terms, in the CrowdStrike quote to Partner. Only CrowdStrike can agree to changes to the End User Agreement which must be in a document signed by an authorized signatory of CrowdStrike. Unless otherwise mutually agreed upon by the parties, Partner shall re-sell the Services subject to a mutually agreed upon statement of work (SOW) between, and fully executed by, Customer and CrowdStrike. Partner must ensure that any terms between Customer and Partner are no less protective of CrowdStrike’s rights under the End User Agreement. Partner shall quote to Customer and obtain Customer’s agreement to any Customer specific terms provided in the CrowdStrike quote to Partner. CrowdStrike reserves the right to suspend or terminate the Offerings to any Customer that does not agree to the End User Agreement.
6. Purchase Terms
6.1. Indirect Reseller’s Orders. If Reseller is designated as an Indirect Reseller, it must purchase and place purchase orders for the Offerings with a Designated Distributor. All pricing and payment terms shall be determined between Reseller and its Designated Distributor. Reseller is free to determine and set its resale pricing of Products and Services to Customers. CrowdStrike shall have no liability for Reseller’s purchase orders (including any obligations or terms therein) placed with Designated Distributors. CrowdStrike’s obligation to provide Products and/or Services shall be in accordance with CrowdStrike’s agreement with the Designated Distributor and the Designated Distributor’s corresponding Order that has been accepted by CrowdStrike. CrowdStrike may suspend performance under these Partner Terms and the End User Agreement at any time if: (i) the Reseller fails to pay the Designated Distributor for the Offerings, or (ii) the Designated Distributor fails to pay CrowdStrike for any Offering. CrowdStrike shall have no obligation to cease to provide the Offerings to any Customer. Collection of amounts owed from Customer is Reseller’s sole responsibility.
6.2. All Other Partners’ Orders.
6.2.1. Form of Order. If Partner purchases from CrowdStrike, it must purchase and place orders for Offerings with CrowdStrike by providing CrowdStrike with: (i) an executed CrowdStrike quote/order form, or (ii) Partner’s purchase order referencing the CrowdStrike quote, (either, an “Order”). The terms and conditions of these Partner Terms shall apply to all Orders submitted to CrowdStrike and supersede any different or additional terms on Partner’s purchase orders or other documents. Orders issued by Partner to CrowdStrike are solely for the purpose of specifying the Offerings, requesting delivery dates and/or performance periods, identifying the end customer (name, address, email and phone numbers) and quantities, if applicable. All Orders placed with CrowdStrike shall be subject to acceptance by CrowdStrike. Once accepted by CrowdStrike, Partner’s Order(s) are non-cancellable by Partner (including in the event of termination at will provided for in these Partner Terms), all payments are non-refundable and delivery/performance dates may be changed only upon CrowdStrike’s written consent.
6.2.2. Price and Invoicing. Partner shall pay CrowdStrike, for all Offerings at the price set forth in the Order. As between CrowdStrike and Partner, prices are determined by the CrowdStrike list price minus the applicable discount unless otherwise provided in CrowdStrike’s quote to Partner. Partner is free to determine and set its resale pricing of Offerings to Customers. At any time, CrowdStrike may change its prices and/or discounts effective at least 30 days after CrowdStrike’s written notice of such. CrowdStrike may invoice Partner for Products upon receipt of an Order. CrowdStrike may invoice Partner for Services either: (i) at the time the Order is placed for Services that are procured on a flat fee or retainer basis with fees payable in advance; or (ii) at the time Services are provided and/or fees and expenses are incurred. If Services are provided on a time and materials basis, Partner shall pay: (i) all fees provided for in the Statement of Work, including but not limited to hourly fees (minimums and overages), travel time fees, tools fees, and storage fees, and (ii) expenses, including but not limited to for travel. Travel expenses, travel time fees, storage and tools fees shall be charged to the Partner at CrowdStrike’s customary rates without discount.
6.2.3. Payment. Unless otherwise provided for in CrowdStrike’s quote to Partner: (i) Partner shall pay CrowdStrike within 30 calendar days of CrowdStrike’s invoice date, regardless of whether Partner has been paid by the Customer, and (ii) all payments shall be made in U.S. Dollars. Any amounts due and payable by Partner but unpaid shall bear interest at the maximum annual rate permitted by applicable law until paid in full, which amount, including accrued and unpaid interest, shall be payable upon demand. CrowdStrike may suspend performance under these Partner Terms and the applicable corresponding End User Agreement at any time if Partner fails to pay invoices when due. Nothing herein limits CrowdStrike’s remedies in the event Partner fails to pay CrowdStrike. CrowdStrike shall have no obligation to cease to provide the Offerings to any Customer. Collection of amounts owed from Customer is Partner’s sole responsibility.
6.2.4. Taxes and Duties. In addition to any payments due to CrowdStrike under the Program Terms, Partner shall pay amounts equal to any taxes, shipping, insurance, duties or other amounts, including without limitation state sales taxes, however designated, which are levied or based on such payments or arise under the Program Terms, provided, however, that Partner shall not be liable for taxes based on CrowdStrike’s net income. Partner agrees to provide CrowdStrike with a resale certificate, if required. In the event that Partner is required by applicable law to make deductions or withholdings from payments to CrowdStrike, then Partner shall pay such additional amounts to CrowdStrike as may be necessary to assure that the actual amount received by CrowdStrike after deduction or withholding (and after payment of any additional taxes due as a consequence of such additional amount) shall equal the amount that would have been received if such deduction or withholding were not required.
6.3. Discontinued Products. At any time, CrowdStrike may discontinue Offerings but shall provide Partner written notice (which may be in the form of a posted notice on a web page accessible by Partner or by email) of such discontinuance. The notice period prior to the Offering being discontinued shall be in CrowdStrike’s sole discretion. CrowdStrike shall fulfill Order(s) for discontinued Offerings if such Order was accepted by CrowdStrike prior to the notice of discontinuance or the expiration of the notice period. CrowdStrike and Partner shall work together to address Partner’s quotations based on CrowdStrike quotations for recently announced discontinued Offerings.
6.4. Refunds. In the event CrowdStrike is obligated to refund fees under the terms of the End User Agreement, CrowdStrike shall refund the applicable amount to Partner and Partner shall promptly refund to Customer the corresponding applicable proportionate amount based on the fees Customer paid to Partner. In such event, the Customer’s right to use the refunded Offerings shall terminate.
7. License Grants
7.1. License Grant Definitions.
7.1.1. “Approved MSP End User Agreement” means an agreement between Partner and an MSP Customer substantially similar to the terms of a license agreement approved by CrowdStrike in writing, but in no event with terms less beneficial to CrowdStrike than the terms set forth at crowdstrike.com/terms-conditions/.
7.1.2. “Authorization Form” means a current express written authorization in a from reasonably acceptable to CrowdStrike that is executed by the applicable Joint Customer.
7.1.3. “Joint Customer” means a CrowdStrike Customer who also has a then-current valid evaluation or production use license to Partner Product(s).
7.1.4. “MSP Customer” means a Customer of a Packaged Offering that has executed an Approved MSP End User Agreement.
7.1.5. “Non-Production Integration Purpose” means solely in a non-production environment: (i) developing, testing, and evaluating the integration between the CrowdStrike Product(s) and the Partner Product(s); and/or (ii) demonstrating the Products and/or Partner Integration to bona fide prospective Joint Customers at no cost to such prospective customers.
7.1.6. “Packaged Offering” means the Partner Products that when marketed, distributed and/or sold include the Products specified in the section entitled Production License for MSP’s with Packaged Offerings.
7.1.7. “Partner Integration” means the Partner created integration using: (i) CrowdStrike’s API(s) and/or the CrowdStrike Content, and (ii) the Partner Products.
7.1.8. “Partner Product” means the Partner: (i) cloud-based or on-premise software (or components thereof), API, software development kits “SDK(s)”, any functionality and/or data provided by such software, APIs or SDKs, and any documentation and any Partner Updates thereto, and/or (ii) services.
7.1.9. “Partner Updates” means any correction, update, upgrade, patch, or other modification or addition made to a Partner Product from time to time, on as available basis.
7.1.10. “Requesting Customer” is a Joint Customer or MSP Customer that provides Partner, or requests CrowdStrike on behalf of such Customer through the execution of an Authorization Form to provide Partner, with access to, or use of one or more of the following: the Customer’s instance of the Products, a CrowdStrike API specific to such Customer (e.g., through issuance of an API key), and/or the CrowdStrike Content specific to such Customer.
7.2. Not For Resale License. Provided that Partner complies at all times with the Partner Terms, CrowdStrike grants Partner a non-exclusive, non-transferable license to use the Products in a non-production environment for: (i) internal training, and (ii) demonstrating and marketing the Products to Customers. Except as otherwise expressly permitted under the Partner Terms, Partner’s use of the Products shall be subject to the end user agreement accompanying such Product, or as otherwise provided by CrowdStrike.
7.3. Non-Production Development License for Development Partners and MSP’s.
7.3.1. CrowdStrike Product Development License. If CrowdStrike designates Partner as a “Development Partner” and provides Partner with access to a CrowdStrike Product, CrowdStrike hereby grants Partner, during the term hereof, a limited, non-exclusive, non-transferable, non-sublicensable license for Partner to access and use the CrowdStrike Products in Partner’s environment in compliance with the Program Terms (including Section 7.3.2 below) solely in accordance with CrowdStrike’s Documentation and solely for the Non-Production Integration Purpose. Except as otherwise expressly permitted or restricted under these Partner Terms, Partner’s use of the CrowdStrike Products shall be subject to the end-user agreement accompanying such CrowdStrike Products, or as otherwise provided by CrowdStrike. CrowdStrike may terminate Partner’s license and access to a CrowdStrike Product at any time.
7.3.2. CrowdStrike API Access & Use Rights. CrowdStrike authorizes Partner to incorporate one or more CrowdStrike API call processes and the corresponding CrowdStrike Content into the Partner Product(s) solely for the direct use of, and benefit of, the applicable Requesting Customer, solely in accordance with CrowdStrike’s Documentation and solely for the Non-Production Integration Purpose.
7.4. Partner Product License. If Partner provides CrowdStrike with access to a Partner Product and unless the parties have executed a separate written agreement governing CrowdStrike’s use of the Partner Products, Partner grants CrowdStrike a limited, non-exclusive, non-transferable license to access and use such Partner Products, in compliance with the terms and conditions of these Partner Terms for the Non-Production Integration Purpose. This license grant does not transfer ownership of the Partner Product or the Intellectual Property Rights related thereto, which shall at all times remain, relative to CrowdStrike, the property of Partner. CrowdStrike shall not: (a) alter, publicly display, translate, create derivative works of or otherwise modify the Partner Product; (b) reverse engineer, decompile, or disassemble the Partner Product (except to the extent that such prohibition is expressly precluded by applicable law), or attempt to gain unauthorized access to the Partner Product or Partner’s related systems or networks; or (c) remove or alter any Partner trademark or notice of proprietary right appearing on the Partner Product, or affix or place any labels or markings on the Partner Product that might be interpreted as a claim of ownership by CrowdStrike.
7.5. Product Interoperability Testing. During the development and evaluation of the Partner Integration, each party shall appoint a technical point of contact. Upon completion of the Partner Integration, Partner shall notify CrowdStrike in writing (an email to the designated technical contact or firstname.lastname@example.org shall suffice). Each party shall, in its sole and reasonable discretion, determine the success or failure of the interoperability. Partner shall not make the Partner Integration available to customers or other third parties until after review and written approval by CrowdStrike. Prior to making the Partner Integration available to customers or other third parties, Partner shall create technical and user documentation describing how: (a) the Products interoperate, and (b) to use the integrated Products. Such documentation may be used by both parties and be made available to each party’s respective customers. Once the integration is completed and approved by CrowdStrike in writing, the parties shall, as long both parties desire an integration, develop a process to ensure continuing integration compatibility, including, using commercially reasonable efforts to dedicate engineering resources to maintain integration. Each party shall be responsible for its costs of development and testing.
7.6. Customer Agreements; Support. Each party shall require that Joint Customers enter into separate contracts with each of Partner or CrowdStrike for each party’s respective products. Each party shall be exclusively responsible for negotiating the terms of, executing and performing under its own contracts with Joint Customers. Each party shall use commercially reasonable efforts to answer questions from the other party or Joint Customers about its own product(s). Neither party shall be obligated under these Partner Terms to provide support or other similar services: (i) for the other party’s products, or (ii) for its own product(s) to the other party.
7.7. Production License for Technology Alliance Partners. If CrowdStrike designates Partner as a “Technology Alliance Partner” and subject to Partner’s compliance with the Program Terms and CrowdStrike’s written approval of the Partner Integration: CrowdStrike grants Partner a limited, non-exclusive, non-transferable authorization to, in a production environment, incorporate one or more CrowdStrike API call processes and the corresponding CrowdStrike Content into the Partner Product(s) solely for the direct use of, and benefit of, the applicable Requesting Customer, solely in accordance with CrowdStrike’s Documentation.
7.8. Production License for Managed Service Providers. If CrowdStrike designates Partner as an “MSP Partner” and provides Partner with access to a CrowdStrike Product and subject to Partner’s compliance with the Program Terms, CrowdStrike grants Partner a limited, non-exclusive, non-transferable license to: access and use the Requesting Customer’s instance of the Products solely on behalf of such Requesting Customer(s). Such access and use may occur through an integration approved pursuant to these Program Terms or through the applicable CrowdStrike Customer granting Partner access to that CrowdStrike Customer’s Product(s) account with unique login credentials for Partner. Partner agrees to notify CrowdStrike in writing immediately if a CrowdStrike Customer revokes an Authorization Form or otherwise terminates its relationship with Partner in relation to the CrowdStrike Products. Except as otherwise expressly permitted or restricted under these Partner Terms, Partner’s use of the CrowdStrike Products shall be subject to the end user agreement accompanying such Offering.
7.9. Production License for MSP’s with Packaged Offerings.
7.9.1. Eligible Products. Only the following Products are eligible for the Packaged Offering: (a) the Falcon Platform (also known as the Threat Graph), Falcon Insight, and Falcon Prevent, and (b) Products that CrowdStrike may in its sole discretion, from time to time, designate in the Guide or a Partner Order as Products for Packaged Offerings; provided, however, that Falcon X Premium or any future named Product including Falcon intelligence reports shall require additional terms between Partner and CrowdStrike. For purposes of this Section 7.9 only the foregoing are deemed to be the “Products”.
7.9.2. Packaged MSP License. If CrowdStrike designates Partner as a “Packaged MSP Partner” and Partner complies at all times with the Program Terms, CrowdStrike grants Partner a limited, non-exclusive, non-transferable license to access and use the Products (including the applicable CrowdStrike Content) in the Territory during the applicable Subscription/Order Term in accordance with the Documentation solely as part of the Packaged Offering on behalf of each MSP Customer for such MSP Customer’s own internal information security purposes. Partner’s access and use is limited to (i) the quantity in the applicable Order, and (ii) access and use by Partner’s employees, except that if Partner purchases a subscription to a Product with a downloadable object-code component (“Software Component”), Partner may, during the Subscription/Order Term install and run multiple copies of the Software Components on MSP Customers’ Endpoints solely for MSP Customers’ internal information security purposes up to the quantity in the applicable Order. Partner shall not distribute the Products, CrowdStrike API(s), or the CrowdStrike Content on a stand-alone basis unless otherwise authorized by CrowdStrike to do so under a separate Partner designation or agreement and in such case, only under those terms. CrowdStrike reserves the right to suspend or terminate any MSP Customer that does not agree to an Approved MSP End User Agreement.
7.9.3. Packaged MSP Customer Information. Reasonably in advance of any party becoming an MSP Customer, Partner will provide to CrowdStrike in writing the proposed customer name and address and any other information reasonably requested by CrowdStrike. Partner is responsible for ensuring that each MSP Customer that receives the benefit of the Packaged Offering has executed an Approved MSP End User Agreement. Upon request, Partner shall promptly provide all reasonable information requested by CrowdStrike to verify MSP Customer has agreed to an Approved MSP End User Agreement. Partner agrees to notify CrowdStrike in writing immediately if an MSP Customer terminates or ends its relationship with Partner in relation to the CS Products. Partner acknowledges and agrees that all MSP Customers are subject to acceptance by CrowdStrike, such acceptance not to be unreasonably withheld. Partner understands and agrees that relative to CrowdStrike, Partner is solely responsible for all obligations to the MSP Customer, including, any warranties, representations, guarantees or obligations to MSP Customers, including regarding the Products. CrowdStrike’s only obligations are to Partner as set forth herein.
7.9.4. Packaged MSP Support. Partner will be responsible for providing support to MSP Customers with respect to the such Customers’ use of the Partner Products. Partner is solely responsible for providing all support and activation of the MSP Customers for the use of the functionality of the Products as incorporated into the Packaged Offering. Provided that Partner is current in the payment of all fees due to CrowdStrike, CrowdStrike will provide technical support to Partner in accordance with CrowdStrike’s then-current support terms and conditions. The parties will use commercially reasonable efforts to resolve any issues that relate to the interoperation of the Partner Products with the Product(s). The Products are provided to Partner on an “as is, as available” basis.
7.10. Installation and User Accounts. CrowdStrike is not responsible for installing the Software Components unless Partner purchases installation services (if available) from CrowdStrike. For those Products requiring user accounts, only the single individual user assigned to a user account may access or use the Products via such user account. Partner is liable and responsible for all actions and omissions occurring under Partner’s user accounts for the Products. Partner shall notify CrowdStrike if it learns of any unauthorized access or use of its user accounts or passwords for a Product.
8. Intellectual Property and Restrictions.
8.1. Ownership. Except for the limited license(s) expressly granted to Partner in the Partner Terms, all right, title and interest in and to the Offerings, including the concepts and technology inherent in the Offerings and deliverables, all Intellectual Property Rights related thereto, shall at all times remain relative to Partner, the sole and exclusive property of CrowdStrike. No other licenses, immunity or rights, express or implied are granted by CrowdStrike, by implication, estoppel, or otherwise. Except for the limited license(s) expressly granted to CrowdStrike in the Partner Terms, all right, title and interest in and to the Partner Product, including the concepts and technology inherent in the Partner Products, and all Intellectual Property Rights related thereto, shall at all times remain relative to CrowdStrike, the sole and exclusive property of Partner.
8.2. API Keys. CrowdStrike API keys are CrowdStrike’s Confidential Information. CrowdStrike, the Joint Customer or MSP Customer may revoke CrowdStrike API keys at any time. Neither Partner nor the Partner Products will: (i) modify the CrowdStrike Content in a manner that adversely affects the integrity of the CrowdStrike Content; (ii) use the CrowdStrike Content directly or indirectly for the benefit of, or use by, any Partner customer (other than the applicable Requesting Customer); (iii) use the CrowdStrike Content directly or indirectly for general purposes in the Partner Product or for improving the Partner Product; or (iv) store or use the CrowdStrike Content for longer than necessary to provide services to the corresponding Requesting Customer.
8.3. Product Use Requirements. Partner’s integration, if any, with the Products and use of the Products (including the CrowdStrike API(s)) shall not interfere with the delivery or functionality of the CS Products or the CrowdStrike API(s), or the equipment used to operate the CS Products in any manner or by any means, including but not limited to excessive use, robots, spiders, site search or retrieval of content. Partner shall provide attribution to CrowdStrike for the interoperability of the Partner Products with the Products in a manner mutually agreed upon by the parties. Partner shall not (i) scrape, build databases, or otherwise create permanent copies of the CrowdStrike Content, or (ii) store or use the CrowdStrike Content for longer than necessary to provide services to the corresponding Joint Customer or MSP Customer. Partner shall not use or access the Products directly or indirectly for (i) general internal Partner security purposes (unless otherwise separately licensed to do so) or (ii) developing general improvements to the Partner Products.
8.4. Restrictions. Partner shall not, and shall not cause, encourage or assist any third party to: (a) access or use the Offerings: (i) in excess of, or beyond the term of, the Partner Terms and/or other restrictions/limitations described in an Order or the Guide, (b) alter, publicly display, translate, create derivative works of or otherwise modify the Products; (d) create public Internet “links” to the Product or “frame” or “mirror” any Product on any other server or wireless or Internet-based device or disclose screen shots or text versions of the CrowdStrike Content to third parties (other than the applicable MSP Customer or Joint Customer and strictly as necessary to provide Partner services to such Customer); (c) reverse engineer, decompile, disassemble or otherwise attempt to derive the detection methodology or data, source code, algorithms, or machine learning methods for a Product (except to the extent that such prohibition is expressly precluded by applicable law), circumvent its functions, or attempt to gain unauthorized access to a Product or its related systems or networks; (d) remove or alter any notice of proprietary right appearing on a Product or Services deliverable, or affix or place any labels or markings on a Product or Services deliverable that might be interpreted as a claim of ownership by Partner or any third party; (e) conduct any benchmark, stress tests or other review or analysis for the purpose of competing with CrowdStrike, or (f) without CrowdStrike’s prior written consent (an email(s) from the Chief Product Officer and Chief Marketing Officer shall suffice), perform an analysis of the Offerings versus competitor products or publish a review or the results of any internal evaluation of the Offerings. Partner agrees to use the Products in accordance with laws, rules and regulations directly applicable to Partner and acknowledges that Partner is solely responsible for determining whether a particular use of a Product is compliant with such laws.
8.5. Monitoring. PARTNER AGREES THAT CROWDSTRIKE MAY MONITOR USE OF THE CROWDSTRIKE OFFERINGS, CROWDSTRIKE API’S AND CROWDSTRIKE CONTENT TO ENSURE QUALITY, IMPROVE CROWDSTRIKE OFFERINGS, AND VERIFY PARTNER’S COMPLIANCE WITH THE PROGRAM TERMS.
8.6. Reservation of Rights. Subject to the restrictions herein and the section entitled Confidentiality, each party expressly reserves the right to: (i) develop or have developed its own products, services, functions, and techniques that are similar to or compete with the products, services, functions, and techniques developed or contemplated by other party, and/or (ii) work with or assist third parties who may offer products or services which compete with the other party’s products or services.
8.7. Feedback. It is expressly understood, acknowledged and agreed that Partner may, regardless of whether or not formally requested, provide to CrowdStrike suggestions, comments and feedback regarding the Offerings, including but not limited to usability, bug reports and test results, with respect to the foregoing (collectively, “Feedback”). Partner grants CrowdStrike, under all of its intellectual property and proprietary rights, the following worldwide, non-exclusive, perpetual, irrevocable, royalty free, fully paid up rights without any attribution of any kind: (i) to make, use, copy, modify, sell, distribute, sub-license, and create derivative works of, the Feedback as part of any CrowdStrike Offering or related technology, specification or other documentation; (ii) to publicly perform or display, import, broadcast, transmit, distribute, license, offer to sell, and sell, rent, lease or lend copies of the Feedback (and derivative works thereof) as part of any CrowdStrike Offering or related technology, specification or other documentation; (iii) solely with respect to Partner’s copyright and trade secret rights, to sublicense to third parties the foregoing rights, including the right to sublicense to further third parties; and (iv) to sublicense to third parties any claims of any patents owned or licensable by Partner that are necessarily infringed by a third party product, technology or service that uses, interfaces, interoperates or communicates with the Feedback or portion thereof incorporated into a CrowdStrike Offering or related technology, specification or other documentation. Further, Partner warrants that its Feedback is not subject to any license terms that would purport to require CrowdStrike to comply with any additional obligations with respect to any CrowdStrike Offering or related technology, specification or other documentation that incorporate any Feedback.
8.8. Open Source. CrowdStrike uses certain third party software in the CS Products, including what is commonly referred to as open source software. Under some of these third party licenses, CrowdStrike is required to provide notice of the license terms and attribution to the third party. See the licensing terms and attributions for such third party software that CrowdStrike uses at: https://falcon.crowdstrike.com/opensource. Partner will pass along any required notice of such license terms and attribution to MSP Customers by using the URL https://falcon.crowdstrike.com/opensource.
9.1. Definitions. In connection with the Program, each party (“Recipient”) may be exposed to or acquire Confidential Information of the other party (“Discloser”) or third parties to whom Discloser has a duty of confidentiality. “Confidential Information” means non-public information in any form and regardless of the method of acquisition that the Discloser designates as confidential to Recipient or which, due to the nature of such information and/or under the circumstances surrounding disclosure ought to be treated as confidential by the Recipient. Confidential Information shall not include information that is: (i) in or becomes part of the public domain (other than by disclosure by Recipient in violation of the Program Terms); (ii) previously known to Recipient (which must be demonstrable) without an obligation of confidentiality; (iii) independently developed by Recipient without use of Discloser’s Confidential Information; or (iv) rightfully obtained by Recipient from third parties without an obligation of confidentiality.
9.2. Restrictions on Use. Recipient shall hold Discloser’s Confidential Information in strict confidence and shall not disclose any such Confidential Information to any third party, other than to its employees, agents and consultants, including without limitation, counsel, accountants and advisors (collectively, “Representatives”) and its Affiliates and their Representatives who need to know such information and who are bound by restrictions regarding disclosure and use of such information comparable to and no less restrictive than those set forth herein. Recipient shall not use Discloser’s Confidential Information for any purpose other than to carry out the Program Terms and further the parties’ business relationship as contemplated by the Program. Recipient shall take the same degree of care that it uses to protect its own confidential information of similar nature and importance (but in no event less than reasonable care) to protect the confidentiality and avoid the unauthorized use, disclosure, publication or dissemination of the Discloser’s Confidential Information. Recipient shall promptly notify Discloser of any breach of the Program Terms that it becomes aware, and in any event, shall be responsible for any breach of the Program Terms by any of its Affiliates, Representatives or Affiliates’ Representatives.
9.3. Exceptions. Recipient may disclose Discloser’s Confidential Information: (i) to the extent required by applicable law or regulation, or (ii) pursuant to a subpoena or order of a court or regulatory, self-regulatory or legislative body of competent jurisdiction, or (iii) in connection with any regulatory report, audit or inquiry, or (iv) where requested by a regulator with jurisdiction over Recipient. In the event of such a requirement or request, Recipient shall give the Discloser prompt written notice of such requirement or request prior to such disclosure and reasonable assistance (at Discloser’s expense) in obtaining an order protecting the information from public disclosure.
9.4. Return or Destruction. Upon Discloser’s written request, Recipient shall use commercially reasonable efforts to either return or destroy the Confidential Information and any copies or extracts thereof. However, Recipient, its Affiliates and their Representatives may retain any Confidential Information that: (i) they are required to keep for compliance purposes under a document retention policy or as required by applicable law, professional standards, a court or regulatory agency; or (ii) have been created electronically pursuant to automatic or ordinary course archiving, back-up, security or disaster recovery systems or procedures; provided, however, that any such retained information shall remain subject to the Program Terms. If Recipient elects to destroy Discloser’s Confidential Information (subject to any retention rights provided in the Program Terms), Discloser may request that Recipient provide it with written confirmation of destruction in compliance with this provision.
9.5 Equitable Relief. Each party acknowledges that a breach of this Section (Confidentiality) shall cause the other party irreparable injury and damage. Therefore, each party agrees that those breaches may be stopped through injunctive proceedings in addition to any other rights and remedies which may be available to the injured party at law or in equity without the posting of a bond.
10. WARRANTY DISCLAIMER
EXCEPT FOR ANY LIMITED EXPRESS WARRANTIES MADE BY CROWDSTRIKE FOR THE OFFERINGS IN ITS END USER AGREEMENT(S) (WHICH SHALL BE APPLICABLE ONLY IF PARTNER OR CUSTOMER IS AN END USER OF THE APPLICABLE OFFERINGS UNDER SUCH AN AGREEMENT), CROWDSTRIKE MAKES NO OTHER WARRANTIES RELATING TO THE OFFERINGS OR THE PROGRAM, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS, FITNESS FOR A PARTICULAR PURPOSE, OR MERCHANTABILITY.
PARTNER ACKNOWLEDGES, UNDERSTANDS AND AGREES THAT CROWDSTRIKE DOES NOT GUARANTEE OR WARRANT THAT USE OF THE OFFERINGS WILL FIND, LOCATE OR DISCOVER ALL SYSTEM THREATS, VULNERABILITIES, MALWARE, AND MALICIOUS SOFTWARE, AND WILL NOT HOLD CROWDSTRIKE RESPONSIBLE THEREFOR. PARTNER AGREES NOT TO REPRESENT TO CUSTOMER OR ANY THIRD PARTY THAT CROWDSTRIKE HAS PROVIDED SUCH GUARANTEE OR WARRANTY.
THE OFERINGS ARE NOT FAULT-TOLERANT AND ARE NOT DESIGNED OR INTENDED FOR USE IN ANY HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE OR OPERATION. THE OFFERINGS ARE NOT FOR USE IN THE OPERATION OF AIRCRAFT NAVIGATION, NUCLEAR FACILITIES, OR COMMUNICATION SYSTEMS, WEAPONS SYSTEMS, DIRECT OR INDIRECT LIFE-SUPPORT SYSTEMS, AIR TRAFFIC CONTROL, OR ANY APPLICATION OR INSTALLATION WHERE FAILURE COULD RESULT IN DEATH, SEVERE PHYSICAL INJURY OR PROPERTY DAMAGE.
No individual is authorized by CrowdStrike to make any warranty or representation concerning the performance of the Offerings. Partner shall make no warranty, express or implied, on behalf of CrowdStrike.
11. Privacy and Personal Data.
11.1. DPA. CrowdStrike and Partner agree that to the extent CrowdStrike is processing in connection with providing the Offerings: (i) Partner’s Personal Data, or (ii) Customer’s Personal Data where CrowdStrike is a subprocessor to Partner, the following Data Protection Agreement (https://www.crowdstrike.com/data-protection-agreement/) (the “DPA”) shall apply.
11.3. Security Measures. Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, Partner shall in relation to the Customer Data implement appropriate technical and organizational measures designed to ensure a level of security appropriate to that risk, including, as appropriate, the measures required under applicable law.
11.4. Privacy Notice. Partner has reviewed and understands CrowdStrike’s Privacy Notice located at http://www.crowdstrike.com/privacy-notice/. Partner shall not, directly or indirectly, through action or inaction, cause CrowdStrike to be in violation of its Privacy Notice.
11.5. Representations. When Partner is a user of the Offerings on behalf of a Customer, Partner represents and warrants that: (i) Partner or Customer, owns or has a right of use from a third party, and controls, directly or indirectly, all of the software, hardware and computer systems (collectively, “Systems”) where the Offerings will be installed, (ii) to the extent required under any federal, state, or local U.S. or non-US laws (e.g., Computer Fraud and Abuse Act, 18 U.S.C. § 1030 et seq., Title III, 18 U.S.C. 2510 et seq., and the Electronic Communications Privacy Act, 18 U.S.C. § 2701 et seq.) it has authorized CrowdStrike to access the Systems and process and transmit data through the Offerings to the extent necessary to provide the Offerings, (iii) it has a lawful basis in having CrowdStrike perform the Offerings, process the Customer Data and any Personal Data provided by Partner or Customer; (iv) it is and will at all relevant times remain duly and effectively authorized to instruct CrowdStrike to carry out the applicable agreement and provide the Offerings, and (v) it has made all necessary disclosures and obtained all necessary consents and government authorizations required under applicable law to permit the processing and international transfer of Customer Data, including Personal Data to CrowdStrike, including onward transfers to its subprocessors.
12.1. CrowdStrike Indemnity
12.1.1. Infringement. CrowdStrike will defend, at its own expense, a third-party claim, suit or proceeding brought against Partner insofar as it is based on a claim that a Product or a Service deliverable when used by Partner in accordance with the terms of these Partner Terms, constitutes an infringement of a valid patent or a valid copyright. CrowdStrike shall pay all damages, costs and expenses finally awarded to third parties as a result of a final judgment against Partner or settlement of such claim negotiated by CrowdStrike, but shall not be responsible for any compromise made without its consent. Upon notice of an alleged infringement, or if, in CrowdStrike’s opinion, such a claim is likely, CrowdStrike shall have the right, at its option, to obtain the right to continue the distribution of Products or Service deliverable, substitute other products or services with similar operating capabilities and/or performance, or modify the Product or Service deliverable so that it is no longer infringing or subject to a third party claim. In the event that none of the above options are reasonably available in CrowdStrike’s sole discretion, CrowdStrike may terminate these Program Terms and all accompanying licenses. In the event CrowdStrike terminates the license of an Offering that is in use by Partner, Partner may as its sole and exclusive remedy obtain a refund from CrowdStrike of: (i) the fees paid to CrowdStrike for Product subscriptions prorated for the remainder of any pre-paid subscription term unused by the Partner, or (ii) the portion of the fees attributable to the Service deliverable, as applicable. In the event CrowdStrike terminates the license of an Offering that is in use by Customer, Partner may as its sole and exclusive remedy either obtain a refund from CrowdStrike of: (i) the fees paid to CrowdStrike for Product subscriptions prorated for the remainder of any pre-paid subscription term unused by the Customer, or (ii) the portion of the fees attributable to the Service deliverable, as applicable; provided, however, that Partner provides the same remedy to the Customer. This Section (CrowdStrike Indemnity – Infringement) states CrowdStrike’s entire liability under these Program Terms for all claims of intellectual property infringement. CrowdStrike shall not be responsible for any claim of infringement that arises from (i) modifications to a Product or Service deliverable not made by CrowdStrike, (ii) use of a Product or Service deliverable in a manner or in combination with products or services not provided by CrowdStrike to the extent such claim would not have occurred except for such modifications, use or combination; (iii) use of other than the latest available version of the Products or Service deliverable made available to Partner or the Customer; or (iv) any use of the Products or Service deliverable not in accordance with these Program Terms or the applicable end user terms, documentation or specifications.
12.1.2. Breach. CrowdStrike shall defend and indemnify Partner from any third party claims and the associated costs, damages or settlement (inclusive of attorney’s fees and court costs) that a Partner may incur as a result of: (i) CrowdStrike’s breach of the End User Agreement; or (ii) CrowdStrike’s or its representative’s negligent acts or negligent omissions, fraud or willful misconduct.
12.1.3. Conditions. To qualify for the defense and indemnification obligations set forth above, Partner must: (i) give CrowdStrike prompt written notice of any such claim, and (ii) allow CrowdStrike to control, and fully cooperate with CrowdStrike in, the defense and all related settlement negotiations.
12.2. Partner Indemnity.
12.2.1. Infringement. Partner shall indemnify and defend (which shall include cooperating with CrowdStrike as set forth below in the defense of) CrowdStrike and its Affiliates, and their officers, directors, employees, and agents (collectively, “CrowdStrike Indemnitees”) from any third party claims and the associated costs, damages or settlement (inclusive of attorney’s fees and court costs) that a CrowdStrike Indemnitee may incur as a result of, or arising from any allegation or claim of infringement or misappropriation of any third party rights regarding the development, maintenance, implementation, or sale of the Partner Products including when a part of the Packaged Offering or the Partner Integration.
12.2.2. Combination Claims. Insofar as Partner’s obligations under Subsection 12.2.1 result from, arise out of, or relate to a combination of the Partner Products with CrowdStrike Products (a “Combination Claim”), Partner shall be liable to pay only its Proportionate Share of the costs, fees, damages and losses (collectively, “Costs”) associated with such Combination Claim. The “Proportionate Share” payable by Partner shall be a portion of the Costs determined by CrowdStrike on an objectively fair and equitable basis to be attributable to Partner based on the relative materiality of the role played by the applicable Partner Products or Partner methods or actions in the Combination Claim. If Partner believes CrowdStrike’s assessment of Partner’s Proportionate Share is not fair and equitable, then Partner’s Proportionate Share shall be determined, insofar as possible, through good faith negotiation between the parties; provided, however, that a failure of the parties to agree on Partner’s Proportionate Share shall not relieve Partner of its obligations to pay its Proportionate Share under this Section. Partner shall make payments in satisfaction of its Proportionate Share obligation whenever such payments become due.
12.2.3. Breach. Partner shall defend and indemnify the CrowdStrike Indemnitees from any third party claims and the associated costs, damages or settlement (inclusive of attorney’s fees and court costs) that a CrowdStrike Indemnitee may incur as a result of: (i) Partner’s breach of the Program Terms or any agreement with the Customer; (ii) Partner making a representation, warranty, or other statement on behalf of CrowdStrike that is not explicitly authorized in writing by CrowdStrike; or (iii) Partner’s or its representative’s negligent act, negligent omission, fraud or willful misconduct.
12.2.4. Conditions. To qualify for such defense and indemnification, CrowdStrike must: (i) give Partner prompt written notice of any such claim and (ii) fully cooperate with the Indemnitor in the foregoing. CrowdStrike shall have sole control over the defense of any Combination Claim. Partner shall cooperate in every reasonable way with CrowdStrike to facilitate the defense and may, at its option and at its own expense, participate with CrowdStrike in the defense with counsel of its own choosing. Where CrowdStrike controls the defense under this Subsection 12.2, CrowdStrike shall make good faith efforts to enter into a reasonable joint defense or common interest agreement with Partner. Insofar as Partner’s obligations under Subsection 12.2 result from a claim other than a Combination Claim, Partner may control the defense of the claim provided that, promptly upon any of the CrowdStrike Indemnitees giving Partner written notice of the claim, Partner delivers to CrowdStrike written confirmation that it has retained counsel that has significant experience in litigating claims of the type at issue. The CrowdStrike Indemnitees may, at their option and expense, participate with Partner in the defense of any such claim including by employing separate counsel to provide advice regarding, assistance with, and participation in the defense of such claim.
13. Limitation of Liability
Each party’s sole remedy and the other party’s sole obligation shall be governed by the Program Terms.
EXCEPT IN THE CASE OF: (I) EACH PARTY’S DEFENSE AND INDEMNIFICATION OBLIGATIONS UNDER SECTION 12, (II) A PARTY’S FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR (III) PARTNER’S BREACH OF THE RESTRICTIONS, IN NO EVENT SHALL:
(A) A PARTY BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING FROM BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, OR ANY OTHER LEGAL THEORY, WHETHER IN TORT OR CONTRACT, EVEN IF SUCH PARTY IS AWARE OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING. ANY CROWDSTRIKE PROFIT FROM SALES OF PRODUCTS OR SERVICES SHALL BE DEEMED NOT TO BE SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES; AND
(B) A PARTY’S AGGREGATE LIABILITY FOR DAMAGES TO THE OTHER PARTY EXCEED THE GREATER OF: (A) THE AGGREGATE AMOUNTS PAID OR OWED BY PARTNER TO CROWDSTRIKE UNDER THE PROGRAM TERMS IN THE 12 MONTHS PRECEDING THE CLAIM, OR (B) $250,000.
CROWDSTRIKE SHALL NOT BE RESPONSIBLE FOR ANY DAMAGES OR EXPENSES RESULTING FROM ALTERATION OR UNAUTHORIZED USE OF THE OFFERINGS, OR FROM THE UNINTENDED AND UNFORESEEN RESULTS OBTAINED BY PARTNER OR ANY CUSTOMERS RESULTING FROM SUCH USE.
14. Conduct and Compliance
14.1. Partner Conduct. Partner shall: (i) conduct business in a manner that reflects favorably at all times on the Offerings, goodwill and reputation of CrowdStrike; (ii) avoid deceptive, misleading or unethical practices that are or might be detrimental to CrowdStrike; and (iii) refrain from making any false or misleading representations or warranties with regard to CrowdStrike or the Offerings.
14.2. Applicable Laws. Partner shall at all times conduct its efforts hereunder with the highest commercial standards and in strict accordance with all applicable laws, rules, directives and regulations (“Laws”). Partner shall be responsible for current and ongoing familiarity and compliance with all Laws applicable to the importation, distribution, marketing, sale, operation, use or support of the Offerings.
14.3. Export Compliance
14.3.1. Each party shall comply with all applicable United States and foreign laws and regulations, including without limitation: (i) all laws relating to the advertising, packaging, sale, and distribution of the Offerings, (ii) all United States export laws and regulations governing the export or re-export of all Offerings and any products or services provided in connection with the Offerings, including without limitation the U.S. Export Administration Regulations, the International Traffic in Arms Regulations, and any regulations administered by the Department of the Treasury’s Office of Foreign Assets Control, and (iii) all applicable laws and regulations of countries other than the United States that govern such party’s importation, use, or re-export of the Offerings.
14.3.2. Partner has not and will not export, re-export, release, transfer or sell any Offering: (i) into Cuba, Iran, Democratic Republic of Korea (aka North Korea), Sudan, Syria, or the Crimea Region of Ukraine, or any other territory as to which the United States and/or the European Union maintains an embargo (collectively, “Embargoed Countries”), (ii) any person or entity that is a national or resident of an Embargoed Country or that is on the U.S. Department of Treasury’s List of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Persons and Entity Lists, or (iii) to any individual or entity not eligible to receive the Offerings as communicated to Partner by CrowdStrike in writing from time to time. Partner further agrees to comply with any reasonable conditions that CrowdStrike notifies Partner are contained in any applicable export licenses pertaining to the Offerings. Partner shall comply with any reporting requirements that may apply to the export or re-export of the Offerings and shall provide to CrowdStrike and the appropriate governmental authority any periodic reports containing such information as may be required under applicable law. Partner further agrees to pay any taxes or tariffs that may apply to the export, or re-export of the Offerings.
14.3.3. Partner represents and warrants that it has adequate policies and procedures in place to comply with this Section 14.3
14.4. Anti-Corruption. Partner shall comply with all applicable global anti-corruption and anti-bribery laws, including the United States Foreign Corrupt Practices Act (collectively, the “Anti-Corruption Laws”) and with CrowdStrike’s Business Partner Standards. Partner represents, warrants and covenants that: (i) it has not and will not directly or indirectly make, offer, promise, give, or authorize a payment, gift, or anything of value for the purpose of influencing an act or decision of an employee or official of any government or government-controlled entity (including a decision not to act) or inducing such a person to use such person’s influence to affect any such governmental act or decision in order to assist Partner or CrowdStrike in obtaining, retaining, or directing business, and (ii) none of Partner’s directors, ofﬁcers or employees, who have decision-making authority with respect to the Program Terms are government officials or have been convicted of any offense involving bribery, corruption, fraud or dishonesty, or to the best of Partner’s knowledge, have been or are the subject of any investigation, inquiry or enforcement proceeding by any governmental, administrative or regulatory body regarding any offense or alleged offense under any Anti-Corruption Laws.
14.5. Unfair Competition. Partner shall comply with all applicable global antitrust or competition laws. Partner represents, warrants and covenants that it has not and will not engage in any action to unlawfully fix or set prices for the Offerings, or engage in conduct prohibited by an applicable global antitrust or competition laws.
14.6. Policies, Training and Reporting. Partner shall:
14.6.1. To the extent not already completed, accurately, honestly, and promptly complete the CrowdStrike compliance due diligence questionnaire via the CrowdStrike compliance portal and promptly report to CrowdStrike any changes to such questionnaire;
14.6.2. Review and comply with CrowdStrike’s Business Partner Standards found here;
14.6.3. Complete CrowdStrike’s Training for Partners within 30 days of acceptance into the Partner Program;
14.6.4. (i) Maintain, throughout the duration of dealings with CrowdStrike, procedures to ensure that Partner and any third party that Partner engages in connection with the Offerings, the Program Terms or the Partner Program comply with the Program Terms and CrowdStrike’s Business Partner Standards; and (ii) monitor and enforce the Program Terms and CrowdStrike’s Business Partner Standards as appropriate; and
14.6.5. Promptly notify CrowdStrike using the CrowdStrike Ethics Hotline (http://crowdstrike.ethicspoint.com) if any circumstances change such that the representations in the Program Terms are no longer accurate or complete or Partner is not in compliance with the Program Terms or Business Partner Standards.
14.7. Compliance Breach. CrowdStrike may, without any liability to Partner, immediately terminate the Partner Terms (or any Partner order) or suspend CrowdStrike’s performance hereunder if: (a) CrowdStrike has reason to believe that Partner has breached this Section 14 (Conduct and Compliance) or the Business Partner Standards, or that a breach may occur, or (2) Partner refuses to provide information requested by CrowdStrike to confirm Partner’s compliance with this Section 14 (Conduct and Compliance) or the Business Partner Standards. Partner shall promptly refund or return any incentive provided by CrowdStrike to Partner if Partner violates this Section 14 (Conduct and Compliance) with regard to any transaction for which the incentive was paid.
15. Suspension and Termination.
15.1. Suspension. CrowdStrike may immediately suspend Partner’s access to, or use of, the Offerings if: (i) CrowdStrike believes that there is a significant threat to the security, integrity, functionality, or availability of the Offerings or any content, data, or applications in the Offerings; (ii) Partner or Customers are in breach of the Restrictions; or (iii) CrowdStrike determines, in its sole discretion, that Partner or any Customer has become a competitor of CrowdStrike; provided, however, CrowdStrike will use commercially reasonable efforts under the circumstances to provide Partner with notice and, if applicable, an opportunity to remedy such violation prior to any such suspension.
15.2. Term. The term of these Partner Terms shall commence as of the date Partner clicks “I agree” or similar language and continue until terminated by either party as provided herein.
15.3. Termination Without Cause. Either party may terminate these Partner Terms at any time without cause, which termination shall become effective upon 90 days prior written notice to the other party.
15.4. Termination By CrowdStrike. CrowdStrike will have the right to terminate these Partner Terms immediately upon written notice to Partner if CrowdStrike determines, in its sole discretion, that Partner has become a competitor of CrowdStrike.
15.5. Termination With Cause. Either party may terminate these Partner Terms upon 30 days written notice for a material breach of these Partner Terms if such breach is not cured within such 30-day period.
15.6. Rights Upon Termination. Upon any termination of these Partner Terms: (i) any addendum(s) or amendment(s) to these Partner Terms shall automatically terminate, (ii) Partner is no longer authorized to conduct any activities under these Partner Terms; (iii) Partner shall immediately cease using the Trademarks of CrowdStrike and discontinue all representations that it has a relationship with CrowdStrike; and (iv) Partner shall promptly return to CrowdStrike any tangible sales literature, brochures, technical information, price lists, samples, evaluation units, and other materials received from CrowdStrike or if intangible, destroy such items in a secure manner.
15.7. Survival. The Sections entitled, Ownership of Trademarks, Intellectual Property and Restrictions Confidentiality, Warranty Disclaimer, Indemnification, Limitation of Liability, Rights Upon Termination, Survival and Miscellaneous shall survive expiration or termination of these Partner Terms for any reason.
16.1. Assignment. Partner may not assign these Partner Terms, by merger, operation of law or otherwise, without the prior written approval of CrowdStrike. For the purposes of this section, a change in the persons or entities that control 50% or more of the equity securities or voting interest of Partner shall be considered an assignment of Partner’s rights. CrowdStrike may assign these Partner Terms at any time and may delegate aspects of its performance under these Partner Terms to any of its Affiliates.
16.2. Audit Rights. Upon reasonable notice and during Partner’s normal business hours, CrowdStrike shall have the right to audit (either directly or indirectly through an independent third party) Partner’s books of account and business records as necessary to verify Partner’s compliance with these Partner Terms, including but not limited to, the accuracy of the amounts paid pursuant to these Partner Terms. Partner shall promptly pay the difference (plus interest) if such audit reveals an underpayment. If such audit reveals an underpayment of more than 5%, Partner shall also reimburse CrowdStrike for the reasonable costs and expenses of such audit.
16.3. Notices. All legal notices will be given in writing to: (i) CrowdStrike 150 Mathilda Place Third Floor, Sunnyvale, California, USA 94086, and (ii) Partner at the address Partner provides in the Partner Portal. 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). For clarity, orders, purchase orders, confirmations, invoices, and other documents relating to order processing and payment are not legal notices and may be delivered electronically in accordance with each party’s standard ordering procedures.
16.4. The waiver by either party of a breach of any provision contained herein shall be in writing and shall in no way be construed as a waiver of any succeeding breach of such provision or the waiver of the provision itself.
16.5. Severability. In the event that any provision of these Partner Terms shall be unenforceable or invalid under any applicable law or be so held by applicable court decision, such unenforceability or invalidity shall not render these Partner Terms unenforceable or invalid as a whole. In such event, such provision shall be changed and interpreted so as to best accomplish the objectives of such provision within the limits of applicable law or applicable court decisions, or if necessary to maintain the validity of the remaining terms, removed from the Partner Terms.
16.6. Controlling Law. The Partner Terms shall be governed in all respects by the “Governing Law”, without regard to its choice of law rules. Application of the U.N. Convention of Contracts for the International Sale of Goods is expressly excluded. “Governing Law” means one of the following as applicable:
|Partner Headquarter Location||Governing Law|
|North America||the State of California, USA|
|Within the Americas, other than North America||the State of New York, USA|
|Europe, Middle East, or Africa||a) if Customer brings an action against CrowdStrike, then the governing law is the State of New York, USA, (b) if CrowdStrike brings an action against Customer, then the governing law is the laws of England and Wales.|
|Asia Pacific (including India)||(a) if Customer brings an action against CrowdStrike, then the governing law is the State of New York, USA, (b) if CrowdStrike brings an action against Customer, then the governing law is: the laws of England and Wales|
|Australia & New Zealand||(a) if Customer brings an action against CrowdStrike, then the governing law is the State of New York, USA, (b) if CrowdStrike brings an action against Customer, then the governing law is the laws of the State of New South Wales, Australia|
16.7. Dispute Resolution and Attorneys’ Fees. Except for claims for breach of confidentiality obligations, the parties agree that as a condition precedent to the institution of any action regarding disputes arising under or in connection with these Partner Terms all such disputes shall first be submitted to mediation before a professional mediator selected by the parties. Such mediation shall be conducted at a mutually agreed time and place, shall not be less than two days in length, and the costs and expenses of the mediation, including but not limited to the mediator’s fees, shall be split equally between the parties. The parties agree that they will participate in the mediation in good faith. The parties further agree that any and all disputes, claims or controversies arising out of or relating to these Partner Terms that are not resolved by mutual agreement in mediation within thirty days of the request of a party for such a mediation, shall be submitted to binding arbitration to be held in the “Arbitration Venue”, in accordance with the “Arbitration Rules” then in effect. One arbitrator shall be selected in accordance with the Arbitration Rules; provided, any arbitrator shall be independent, impartial and be an attorney or retired judge with at least ten years of experience in the area of dispute. If a mediation process is not established or one party fails to agree on a mediation process or fails to participate in the mediation as agreed herein, the other party can commence arbitration prior to the expiration of the thirty day period. The decision of the arbitrator shall be final, conclusive and binding on the parties to the arbitration. Judgment may be entered on the arbitrator’s decision in any court of competent jurisdiction. The parties shall share equally in the costs of the arbitration. In any suit or arbitration to enforce any right or remedy under these Partner Terms or to interpret any provision of these Partner Terms, the prevailing party will be entitled to recover its costs, including reasonable attorneys’ fees, including without limitation, costs and fees incurred on appeal or in a bankruptcy or similar action; provided, however, that prior to the initiation of such suit or arbitration the prevailing party participated in good faith in mediation as set forth above or offered in good faith to participate in mediation and the other party refused or failed to participate in such mediation proceedings. “Arbitration Venue” means one of the following, as applicable:
|Partner Headquarter Location||Arbitration Venue|
|North America||San Francisco, California, USA|
|Within the Americas, other than North America||New York, New York, USA|
|Europe, Middle East, or Africa||London, England|
|Asia Pacific (including India)||Singapore|
|Australia & New Zealand||Singapore|
16.8. No Agency. The use of the term “Partner” is for convenience and does not reflect an intention of the parties to form a legal partnership. The parties are independent contractors under these Partner Terms, and nothing contained herein shall be construed as creating any agency, partnership, employment, or other form of joint enterprise between the parties and nothing contained in these Partner Terms (including use of the term “Partner”) will be construed to (i) give either Party the power to direct and control the day-to-day activities of the other, (ii) create a principal-agent or employer-employee relationship, or (iii) give either Party the authority to bind the other Party to any contract with a third party.
16.9. Force Majeure. CrowdStrike, CrowdStrike’s agents and Affiliates, Partner and Partner’s agents shall not be liable for any delay or failure to perform for any cause beyond their reasonable control, except for the payment of money, to the extent that performance is rendered impossible by strike, fire, flood, wars, sabotage, civil unrest, governmental acts, or any other reason where failure to perform is beyond the reasonable control of and is not caused by the negligence of the nonperforming party.
16.10.Entire Agreement; Order of Precedence. The Program Terms completely and exclusively state the agreement of the parties regarding its subject matter. The Program Terms supersede all prior proposals, agreements or other communications between the parties, oral or written, regarding such subject matter. The Program Terms shall not be modified except by a subsequently dated written amendment or appendix signed on behalf of CrowdStrike and Partner by their duly authorized representatives. Any provision of Partner’s purchase order or other document purporting to vary or add to the provisions hereof shall be void.