MANAGED SERVICES PROVIDER (“MSP”)
PARTNER PROGRAM OVERVIEW
This MSP Partner Program Overview (“Program Overview”) is between the person or organization agreeing to the terms herein (“MSP Partner” or “you”) and the applicable GoTo entity set forth in the contracting entities table at https://www.goto.com/company/legal/contracting-entities (“GoTo,” “us,” or “we”), and is governed by the GoTo Partner Network Terms and Conditions at https://www.goto.com/company/legal/partner-network-terms (the “Partner Terms”). This Program Overview together with the Partner Terms, shall be considered the “Agreement.” The “Effective Date” of this Agreement is the date you agree to its terms.
- Scope; Purpose. Under these MSP Partner Program terms we authorize you to: (i) use the Services in your capacity as an MSP Partner in connection with your delivery of IT management or other support services on behalf of your external customers (“Client(s)”); (ii) sublicense the Services to your Clients in connection with the services that you are delivering to such Client; and (iii) provide Technical Support services as set forth below (items (i) and (ii) together to be referred to as “MSP Licenses”). Your use of the Services for your own internal business purposes is subject to our Terms of Service as set forth at https://www.goto.com/company/legal/terms-and-conditions. You are fully responsible for: (a) your Clients' use of the Service in compliance with this Agreement and the Terms of Service; and (b) providing Clients with access to the Services using your administrative privileges for the Services in accordance with these terms.
- Applicable Services. The following Services are available to you under the MSP Partner Program (“Services”): (i) LastPass MSP; and (ii) LastPass MFA. All other LastPass offerings we may list for sale online or elsewhere are excluded from the MSP Partner Program.
- Pricing The applicable pricing for any Services you purchase under this MSP Partner Program is as set forth online when you enroll in the MSP Partner Program or as the parties may otherwise agree in a given Order. We may revise our pricing at our discretion, and such change will apply to all orders submitted as of the effective date of any such pricing changes.
- Ordering and Billing. You may purchase, provision, and manage subscriptions for the Services in the Portal or through the administrative interface in the Services, as applicable. Unless otherwise specified in an order, payment is due on a monthly basis for the base subscription and any consumption-based charges incurred in the prior month.
- Licensing and Deployment. You must use your own sales and implementation resources to deploy and/or sublicense the Services to Clients. You will set the Client price and contract with Clients using your own order paperwork, provided such paperwork must include our current End-User Terms of Service located at https://www.goto.com/company/legal/end-user-terms (“End-User Terms”). You will set your own terms related to payment terms and location, process for placing orders, process and address for legal notice, contracting party, and choice of law, however such terms will not impact your obligations under the Agreement.
- Partner Enablement. As applicable, we will deliver basic training and other enablement resources to you related to the Services, which may include sales, marketing, configuration, and support topics in accordance with our standard training processes. You are required to complete all applicable certifications and trainings within 60 days of signing up for the MSP Partner Program. In connection with the foregoing, we may make certain training materials available to you for your internal use in connection with your provision of the Services to your Clients. You agree to complete all required training as communicated by us from time to time, including annual recertification, as applicable. Further, you are responsible for ensuring any and all employees or contractors that will be using, selling, marketing the Services, or delivering ancillary services related to the Services have completed all required training before enabling them to use, sell, market, or perform such services.
- Internal Use Licenses. During an initial activation period not to exceed six months from the date on which you join the program (“Activation Period”), we will provide you a reasonable quantity of LastPass licenses for your internal use to support your employees as part of your internal business operations (“Internal Use License” or “IUL”). IULs cannot be used to support (or otherwise be sold and/or sublicensed to) Clients. After the Activation Period, you must maintain a greater number of MSP Licenses deployed to Clients than IULs associated with your account. If you do not, we reserve the right to charge you the then-current license fee for the number of IULs that exceed the number of MSP Licenses deployed to Clients.
- Technical Support. The roles and responsibilities of the parties related to Technical Support (as defined below) for the Services are set forth in detail in the applicable support documentation available on the Portal (“Support Overview”). As applicable, you shall support questions about standard setup, use, and configuration of the Services, respond to billing issues and other basic incident troubleshooting as set forth in our standard support documentation, including FAQs we may provide you or make available in our online knowledge base, and resolve intermediate-level incidents relating to the Services, performing more advanced technical troubleshooting and seeking known solutions to reported technical issues and incidents (often referred to as Tier 1 and Tier 2 support) (“Technical Support”) as more fully described in the Support Overview. Your Technical Support obligations are subject to the following: (i) you shall be solely responsible for the provision of Technical Support in connection with your Client deployments (and any internal use licenses you are using, as applicable) (ii) you have completed all required training and certification, inclusive of re-certification throughout the Term, as directed by us, (iii) you shall ensure that all Technical Support is provided in accordance with our standard procedures, specifications, and parameters as provided by us during the training and onboarding process; and (iv) we shall have no liability for any damages resulting from or relating to your delivery of the Technical Support provided by you or on your behalf or any modifications to the Services resulting therefrom and we expressly disclaim any warranties or indemnities relating thereto.
Revised: April 20, 2022