Managed Service Provider program addendum

1. Purpose and scope

You would like to purchase and use CrashPlan’s Offerings as part of a managed service offering that you provide to your customers.  This Addendum reflects our agreement relating to your purchase and use of the Offerings and will control in the event of any conflict with the Agreement.

2. Definitions

2.1 “Customer” means an end user of your Managed Service Offering.

2.2 “Customer Claim” means a claim against CrashPlan by your Customer or related third party.

2.3 “Customer Information” means the Customer information identified in the Guide.

2.4 “Guide” means the CrashPlan Managed Service Provider Program Guide.

2.5 “Managed Service Offering” means your managed service offering that you provide to Customers using the Offerings under the terms of the Guide.

3. Managed Service Provider program

3.1 Program Participation.  Your participation in the Managed Service Provider Program is contingent on your compliance with this Addendum and the Guide.  CrashPlan can modify the Guide at any time on a non-discriminatory basis, and any modifications will take effect 60 days after CrashPlan notifies you of those changes by email to the email address associated with your account.  If you object to any changes, your sole remedy is to terminate this Addendum by providing written notice of termination to CrashPlan.

3.2 Program Branding.  CrashPlan grants you a non-exclusive right to use the CrashPlan trademarks listed in the Guide to promote your Managed Service Offering in accordance with CrashPlan’s then-current trademark usage guidelines.  You will not register an identical or virtually identical CrashPlan trademark as a second level domain name.  You will not use a domain name, corporate name, email address or social media profile that incorporates any CrashPlan trademark in a manner likely to create confusion as to CrashPlan’s affiliation with your company or Managed Service Offering.

4. Managed service offering requirements

4.1 Purchase and Use of Offerings.  You may purchase the Offerings listed in the Guide and use those Offerings in accordance with the terms of the Agreement, this Addendum and the Guide.  The process for ordering and paying for Offerings under this Addendum is described in the Guide, which will take precedence over any conflicting ordering and payment terms in the Agreement.

4.2 Customer Access and Use.  Notwithstanding anything to the contrary in the Agreement, during the term of this Addendum, you may allow your Customers to use the Offerings integrated into your Managed Service Offering for that Customer’s bona fide internal business purposes.  Your Customers’ use of the Offerings is deemed use by you for purposes of this Addendum and the Agreement.

4.3 Customer Relationship.  CrashPlan has no obligation to any Customer under this Addendum or the Agreement.  This includes any ancillary documents incorporated into the Agreement like the Support Policy, Data Processing Addendum or Service Level Agreement.  You must submit any requests for support or Service Credits (defined in the Service Level Agreement) directly to CrashPlan.  CrashPlan will provide any support or Service Credits directly to you and not to your Customer.  CrashPlan will also distribute any notices under the Agreement directly to you, and it is your responsibility to distribute any applicable notice to your Customers.

4.4 Customer Claims and Insurance.  Because CrashPlan has no obligation to your Customers, You will indemnify CrashPlan against any costs or damages incurred by CrashPlan relating to a Customer Claim (collectively, “Customer Claim Costs”).  The Customer Claim Costs are not subject to limitation on the type or amount of liability in the Agreement.  You will maintain adequate insurance and name CrashPlan as an additional insured on any insurance policy other than professional liability.  On CrashPlan’s request, you will provide CrashPlan with a certificate of insurance.

4.5 Customer Reporting.  You will report the Customer Information to CrashPlan in accordance with the Guide.  The Customer Information is your Confidential Information, and CrashPlan will use the data for the following purposes: (i) identification of the appropriate sales/market segment and sales representative, (ii) internal revenue accounting, and (iii) determination of associated CrashPlan sales compensation.