ONLY AN AUTHORIZED REPRESENTATIVE CAN CLICK ‘ACCEPT’ ON BEHALF OF THE PARTNER.
BY CLICKING THE ‘ACCEPT’ OPTION IN THE REGISTRATION PROCESS, THE PARTNER WARRANTS THAT IT HAS FULL CORPORATE POWER AND AUTHORITY TO ENTER INTO THIS ADDENDUM AND DO ALL THINGS NECESSARY IN THE PERFORMANCE OF THIS ADDENDUM.
IF YOU DO NOT AGREE WITH ANY OF THE TERMS OR CONDITIONS OF THIS ADDENDUM, YOU WILL NOT HAVE THE STATUS OF A SOPHOS CLOUD SECURITY PROVIDER AND WILL NOT BE ELIGIBLE TO RECEIVE THE REFERRAL FEE DESCRIBED BELOW.
This Addendum (the “Addendum”) adds to the Sophos Partner Agreement available at https://www.sophos.com/en-us/partners/sophos-partner-program/partner-application-terms-and-conditions.aspx and any amendments thereto (the “Agreement”) between the Partner and the Sophos corporate entity with which the Partner has contracted as indicated in the Commercial Terms for Resellers (“Sophos”).
Partner has requested to participate in Sophos’s Cloud Security Provider Program (“Program”), which is designed to incentivize and support Partner’s sales of licenses for Sophos Products to manage and protect third-party hybrid cloud environments. Sophos agrees to Partner’s participation in the Program, subject to the terms of this Addendum. In consideration of the terms and conditions herein, Sophos and Partner agree as follows:
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Unless separately defined herein, all capitalized terms shall have the meanings given to them in the Agreement. Except as modified herein, all terms of the Agreement, including but not limited to the Commercial Terms, remain unchanged and in full force and effect. In the event of any conflict between the Agreement and this Addendum, this Addendum will control and take precedence.
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Definitions.
“CSP Guide” means the Cloud Security Provider Program Guide available at https://www.sophos.com/en-us/partners/cloud-security-provider.aspx.“Eligible Products” means the Sophos Products identified in the CSP Guide.
“Marketplaces” mean the third-party cloud marketplace platforms identified in the CSP Guide.
“Referral Fee” means the percentage, payable on Total Billings, as stated in the CSP Guide.
“Registration Period” means the period, approved by Sophos, during which a deal is registered to a specific Partner in accordance with the Sophos deal registration guidelines.
“Reseller” means a Sophos Partner that is not acting as a Managed Service Provider (MSP).
“Total Billings” means the fees actually received by Sophos for sales of Eligible Products made through a Marketplace (a) for which Reseller is the partner of record for the relevant End User, and (b) registered to Reseller during the “Registration Period” (after all end user discounts, partner discounts off list, deal registration discounts and any other special discounts given), excluding all taxes, duties, delivery/insurance costs and after deduction of any mounts refunded or credited by Sophos (whether to Partner, the end customer or otherwise).
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Eligibility criteria. To maintain Partner’s status as a Program participant in good standing, Partner must satisfy the program requirements as defined in the CSP Guide. Program compliance checks may be performed to assess whether partner has maintained qualification to keep status as a program participant. ¬Sophos will determine, in its sole discretion, if the certification requirements have been satisfied. Sophos’s decision as to Partner’s compliance with initial and ongoing certification requirements will be final.
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Benefit Claims Process for Resellers.
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Reseller must have a deal registration for customer’s Marketplace opportunity approved by Sophos in accordance with the Sophos Partner Program.
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Reseller must complete and submit to Sophos a claim form (as updated from time to time by Sophos in its sole discretion) with required information and a request to be recognized as the Partner of record for Marketplace opportunities for a specific End User. Sophos, in its sole discretion, may accept or reject such a request. Sophos will notify Partner (including by email) of its acceptance or rejection. Reseller warrants that it has obtained all necessary consents to provide End User Information to Sophos for the purpose of this Addendum.
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If Sophos accepts the request:
(i) Total Billings from Marketplace transactions will be counted towards Partner’s annual revenue targets associated with Partner’s status within the Partner Program;
(ii) Reseller will earn a Referral Fee on the registered Marketplace Total Billings.
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Payment of Referral Fee:
(i) Any Referral Fee payable under this Addendum is in consideration for Reseller’s efforts to generate sales of licenses to Sophos Products on the Marketplaces.
(ii) Any payment of a Referral Fee to Reseller will occur on a quarterly basis in arrears, after Sophos issued a purchase order to Partner and Sophos received a corresponding tax/VAT/sales tax invoice from Partner.
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Training and Technical Support. Sophos will make available to Partner training and technical support specific to Sophos Products available within a Marketplace.
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Term and Termination. This Addendum shall be effective upon the date that Sophos accepts Partner’s offer to operate under this Addendum, and will continue in effect unless and until: (i) Partner fails to maintain the required certification described above, and Sophos elects to terminate Partner’s participation in the Program with thirty (30) days prior written notice; (ii) the Agreement expires or terminates for any reason whatsoever; or (iii) either party terminates this Addendum for convenience with thirty (30) days prior written notice.
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Miscellaneous.
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SOPHOS MAY UNILATERALLY CHANGE THE TERMS AND CONDITIONS OF THE PROGRAM AND THIS ADDENDUM AT ANY TIME BY NOTICE TO PARTNER (INCLUDING WITHOUT LIMITATION BY EMAIL OR BY POSTING REVISED TERMS AND CONDITIONS ON THE PARTNER PORTAL OR ITS PUBLIC WEBSITE). Partner may terminate this Addendum within thirty (30) days of receiving such notice if Partner objects to the notified changes. Failure to terminate within such period shall mean that Partner expressly and unreservedly accepts all the amendments contained in the notice, which shall take effect upon expiration of such thirty (30) day period. This Addendum may not be modified by Partner unless agreed to in writing by an authorized representative of Sophos.
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TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF SOPHOS OR ANY SOPHOS GROUP COMPANY UNDER OR IN RELATION TO THE PROGRAM OR THIS ADDENDUM HOWSOEVER ARISING, INCLUDING WITHOUT LIMITATION NEGLIGENCE, SHALL BE LIMITED TO USD $100 OR ITS LOCAL CURRENCY EQUIVALENT. SOPHOS DOES NOT LIMIT OR EXCLUDE ITS LIABILITY FOR (I) FRAUD OR (II) DEATH OR PERSONAL INJURY.
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