These Terms of Service for Partner Sales (“Service Terms”) apply to your use of LastPass products, services, and associated software offerings (the “Services”) where purchased from one of our partners.
These Service Terms, along with all exhibits, policies, and addenda incorporated herein, are a legal agreement between you or the legal entity you represent (“Customer” or “you”) and the applicable LastPass contracting entity identified at https://www.lastpass.com/legal-center/contracting-entities (“LastPass,” “us,” or “we”), which governs your access to and use of the Services. By accepting the Service Terms and/or using the Services, you represent that you are of legal age and have the authority to bind the Customer to the Service Terms. If your affiliates use our Services, you represent and warrant that you have the authority to bind those affiliates and agree that you will be liable if your affiliates do not comply with these Service Terms
1. USE OF THE SERVICES
1.1. Use of the Services
You may use the Services in accordance with these Service Terms for business and professional purposes. You are responsible for the activities of all end users who access or use the Services through your account and you agree to ensure that any such end users will comply with applicable laws and these Service Terms.
1.2. Limitations on Use
You agree not to: (i) modify, prepare derivative works of, reverse engineer, or otherwise attempt to gain access to the source code of our Services; (ii) knowingly or negligently use our Services in a way that abuses or disrupts our networks, user accounts, or the Services; (iii) store within or transmit through the Services any harassing, indecent, obscene, or unlawful material; (iv) market, or resell the Services to any third party; (v) use the Services in violation of applicable laws or regulations; (vi) harvest, collect, or gather user data without lawful basis (e.g., consent); (vii) transmit through the Services any material that may infringe the intellectual property, privacy, or other rights of third parties; or (viii) use the Services to commit fraud or impersonate any person or entity. We reserve the right to suspend or terminate your access to the Services if: (a) you, your users, or your attendees use the Services in violation of these Service Terms or in a manner that is likely to cause harm to us; or (b) if we have reasonable grounds to suspect any illegal, fraudulent, or abusive activity on your part. You agree to immediately notify us of any unauthorized access to the Services and terminate such access to the extent within your control.
1.3. Changes to Services
We reserve the right to enhance, upgrade, improve, discontinue, or modify our Services as we deem appropriate and in our discretion. We may offer additional functionality to our standard Services or premium feature improvements for an additional cost. If we discontinue Services, your subscription to that Service will be terminated and we will provide you with a pro rata refund of any unapplied, prepaid fees.
1.4. Proprietary Rights and LastPass Marks
LastPass and its licensors retain all proprietary right, title and interest in the Services, including all modifications, enhancements and upgrades made thereto, as well as in all trade names, trademarks, logos and other marks (together, the “LastPass Marks”) that may be associated with or displayed within the Services. You agree that you will not use or register any trademark, service mark, business name, domain name or social media account name or handle which incorporates in whole or in part the LastPass Marks or is similar to any of these.
2. TERMINATION
2.1. Termination
We may, in our sole discretion, terminate the Service Terms and any Services subscription if: (i) you breach these Service Terms; (ii) you are found to have falsified any required registration information or we are otherwise unable to verify or authenticate information you provided to us upon registration; or (iii) we decide, in our sole discretion, to discontinue offering the Service to our users.
2.2. Effect of Termination
If these Service Terms or any Services are terminated, we may, in our discretion, convert any personal account that a user has linked to your account to a “free” version of the Service which may be used for such user’s personal use, subject to our standard terms for personal accounts available at https://www.lastpass.com/legal-center/terms-of-service/personal. Otherwise, you will immediately discontinue all use of the terminated Services, except that upon request, we will provide you with limited access to the Services for a period not to exceed thirty (30) days, solely to enable you to retrieve your Content from the Services. We have no obligation to maintain your Content after that period. To the extent permitted by applicable law, neither party will be liable for any damages resulting from termination of the Service Terms, and termination will not affect any claim arising prior to the effective termination date.
3. YOUR CONTENT
3.1. Your Content
You retain all rights to your data, files, and documents you or your end users may upload or input (e.g., manually or via optional functionality such as password save and fill) to your LastPass vault or account in connection with your use of the Services (“Content”). We do not own or license your Content, however we may use, modify, reproduce, and distribute your Content to provide and operate the Services. We will not view, access, or process any of your Content except as authorized or instructed by you or your users (if applicable) or as required to comply with applicable law or valid government request. You warrant that you have the right to upload or otherwise share your Content with us and that doing so does not infringe any rights of a third party. You are solely responsible for maintaining lawful basis for the collection, use, processing, and transfer of Content and to provide notice or obtain consent from data subjects as legally required. Both you and LastPass agree to apply reasonable technical, organizational, and administrative security measures to keep Content protected in accordance with industry standards. NOTE THAT, WHERE APPLICABLE, WE DO NOT STORE OR HAVE ACCESS TO YOUR MASTER PASSWORD, AND IF YOUR MASTER PASSWORD IS LOST, STOLEN, OR FORGOTTEN, WE CANNOT RETRIEVE YOUR MASTER PASSWORD AND YOU MAY BE UNABLE TO UNLOCK OR ACCESS YOUR ACCOUNT.
3.2. Your Privacy and Security
3.2.1. Information Security and Certifications
LastPass agrees to maintain appropriate organizational, administrative, and technical safeguards designed to protect your Content against any unauthorized access, loss, misuse, or disclosure, in accordance with industry standards. Additional information about LastPass’ technical and organizational security measures (“TOMs”), including, but not limited to, encryption use and standards, retention periods, and other helpful information can be found in our Trust & Privacy Center (https://www.lastpass.com/trust-center), along with information regarding our independent third-party security audits and certifications.
3.2.2. Data Privacy
While providing the Services to you, LastPass will handle your Content and any associated personal data we may collect and/or process on your behalf in a responsible manner. You can visit our Trust & Privacy Center (https://www.lastpass.com/trust-center/privacy) to review additional information about LastPass’ comprehensive privacy program, third-party privacy frameworks, privacy policies, and applicable data processing locations and Sub-Processor Disclosures. You understand that when using our Services or interacting with our websites your personal data may be processed via equipment and resources located in the United States and other locations throughout the world. When providing our Services, LastPass acts as a data processor, service provider, or the equivalent construct. To review and execute LastPass’ Data Processing Addendum (“DPA”), please visit https://www.lastpass.com/legal-center.
4. COMPLIANCE WITH LAWS
When using the Services, you agree to comply with all applicable laws, rules and regulations including, but not limited to, export, privacy, and data protection laws and regulations. You acknowledge that the Services are subject to export control and trade sanctions laws in the United States and other countries. You and your end users may not access, use, export, or disclose any portion of the Services in violation of applicable export control and sanctions laws. Specifically, you represent and warrant that you and your end users: (a) are not citizens of, or located within, a country or territory that is subject to U.S. trade sanctions or other significant trade restrictions (including without limitation Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk and Luhansk regions of Ukraine) and that you and your end users will not access or use the Services, or export, re-export, divert, or transfer the Services, in or to such countries or territories; and (b) are not identified, and are not owned or controlled by any persons identified, on any U.S. government lists which would prohibit you from receiving the Services. Where required to fulfill our legal obligations under applicable law, we will cooperate with local, state, federal and international government authorities with respect to the Services. Notwithstanding any other provision in the Service Terms, we may immediately terminate the Service Terms if we have reason to believe that you have failed to comply with applicable law.
5. WARRANTIES
WE WARRANT THAT THE SERVICES WILL MATERIALLY CONFORM TO THE DOCUMENTATION WE MAKE UNIFORMLY AVAILABLE TO ALL VISITORS TO OUR WEBSITE AND APPLICABLE TO ALL LASTPASS USERS, RELATING TO THE OPERATION AND USE OF THE SERVICES. WE DO NOT REPRESENT OR WARRANT THAT: (i) THE USE OF OUR SERVICES WILL BE TIMELY, UNINTERRUPTED OR ERROR FREE, OR OPERATE IN COMBINATION WITH ANY SPECIFIC HARDWARE, SOFTWARE, SYSTEM OR DATA; (ii) OUR SERVICES WILL MEET YOUR REQUIREMENTS; OR (iii) ALL ERRORS OR DEFECTS WILL BE CORRECTED. USE OF THE SERVICES IS AT YOUR SOLE RISK. TO THE EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES AND CONDITIONS, THEREFORE SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO CUSTOMERS IN THOSE JURISDICTIONS.
6. INDEMNIFICATION
You will indemnify and defend us against any third party claim resulting from a breach of Section 1.2 or 3.1 or any claims alleging that any of your Content infringes upon any patent, trademark or copyright, or violates a trade secret of any party, and you agree to pay reasonable attorney’s fees, court costs, damages finally awarded, or reasonable settlement costs with respect to any such claim. We will promptly notify you of any claim and cooperate with you in defending the claim. You will reimburse us for reasonable expenses incurred in providing any cooperation or assistance. You will have full control and authority over the defense and settlement of any claim, except that: (i) any settlement requiring us to admit liability requires prior written consent, not to be unreasonably withheld or delayed, and (ii) we may join in the defense with our own counsel at our own expense.
7. LIMITATION ON LIABILITY
7.1. LIMITATION ON INDIRECT LIABILITY
NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY OR TO ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR OTHER SUCH DAMAGES OR LOSSES, INCLUDING, WITHOUT LIMITATION, DAMAGES ARISING OUT OF OR RELATING TO: (i) LOSS OR CORRUPTION OF FILES OR DATA, (ii) LOSS OF INCOME, (iii) LOSS OF OPPORTUNITY, (iv) LOST PROFITS, OR (v) COSTS OF RECOVERY, HOWEVER CAUSED AND BASED ON ANY THEORY OF LIABILITY, INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR VIOLATION OF STATUTE, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW LIMITATION OR EXCLUSION OF LIABILITY FOR SUCH DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO CUSTOMERS IN THOSE JURISDICTIONS.
7.2. LIMITATION ON AMOUNT OF LIABILITY
EXCEPT FOR YOUR BREACH OF SECTIONS 1.2 OR 3.1 AND YOUR INDEMNIFICATION OBLIGATIONS, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL LIABILITY OF EITHER PARTY AND THEIR RESPECTIVE LICENSORS AND SUPPLIERS ARISING OUT OF THESE SERVICE TERMS IS LIMITED TO THE SUM OF THE AMOUNT YOU PAID FOR THE APPLICABLE SERVICE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE INCIDENT GIVING RISE TO THE LIABILITY.
8. ADDITIONAL TERMS
8.1. Free Services and Trials
If you are using the Services on a trial or promotional basis, we provide the Services “AS IS” and without warranty or indemnity, and all other terms apply. We may modify or discontinue any trials at any time without notice.
8.2. Third Party Services
Our Services may provide the capability for you to link to or integrate with third-party sites or applications separately accessed by you. We are not responsible for and do not endorse such services. You have sole discretion whether to purchase or connect to any third-party services and your use is governed solely by the terms for those services.
8.3. Beta Services
You may be offered access to features or services before their general release (“Beta Services”). We do not make any guarantee that any Beta Services will be made generally available. You understand and agree that Beta Services may contain bugs, errors, and other defects, and use of the Beta Services is at your sole risk. You acknowledge that your use of Beta Services is voluntary, and we have no obligation to provide technical support for Beta Services and may discontinue them at any time in our sole discretion and without prior notice to you. Beta Services are offered “AS-IS”, and to the extent permitted by applicable law, we disclaim any liability, warranties, indemnities, and conditions, whether express, implied, statutory, or otherwise. If you are using Beta Services, you agree and acknowledge that, as a condition of your participation, you will receive related correspondence and updates from us. If you provide feedback about the Beta Service, you agree that we own that feedback. For the Beta Services only, the terms in this Section 8.3 supersede any conflicting terms and conditions in these Service Terms, but only to the extent necessary to resolve conflict.
8.4. No Class Actions
You may only resolve disputes with us on an individual basis and you agree not to bring or participate in any class, consolidated, or representative action against us or any of our employees or affiliates.
8.5. Security Emergencies
If we reasonably determine that the security of our Services or infrastructure may be compromised due to hacking attempts, denial of service attacks, or other malicious activities, we may temporarily suspend the Services. If we do so, we will, to the extent practicable, provide you notice, and take actions designed to promptly resolve any security issues and restore the Services.
8.6. High-Risk Use
You understand that the Services are not designed or intended for use during high-risk activities, which include but are not limited to use in hazardous environments requiring fail-safe controls, weapons systems, aircraft navigation, control, or communications systems, and/or life support systems.
8.7. Assignment
Neither party may assign its rights or delegate its duties under the Service Terms either in whole or in part without the other party’s prior written consent. Notwithstanding the preceding sentence, we may assign these Service Terms to an affiliated entity, or as part of a corporate reorganization, consolidation, merger, acquisition, divestiture or sale of all or substantially all of our business or assets to which these Service Terms relate.
8.8. Survival
The provisions of Sections 3.1 (Your Content), 6 (Indemnification), 7 (Limitation on Liability), 8.4 (No Class Actions), and 8.11 (Choice of Law; Location for Resolving Disputes; Notices) survive any termination of the Service Terms.
8.9. Entire Agreement
Order of Precedence. The Service Terms, including any applicable DPA, set forth the entire agreement between you and LastPass relating your use of the Services. No third party may modify these Service Terms. If there is a conflict among these Service Terms or any DPA, the conflict will be resolved in that order. We may update the Service Terms from time to time and will notify you by publishing such updated dated terms at https://www.lastpass.com/legal-center/end-user-terms. To the extent allowed by applicable law, your continued access to and use of the Services constitutes your acceptance of any update to these Service Terms.
8.10. General Terms
If any part of these Service Terms is deemed to be unenforceable, it will not affect any other terms. Failure to enforce any right under the Service Terms will not waive that right. These Service Terms create no partnership, agency, fiduciary, or employment relationship between the parties and no beneficiary rights for a third party. The parties accept electronic signatures or other electronic means of agreement. No party will be responsible for any delay or failure to perform under the Service Terms due to any events or circumstances that are outside the impacted party’s control or that the parties could not have reasonably anticipated (e.g., natural disasters; terrorist activities, activities of third party service providers, labor disputes; acts of government, etc.), but only for so long as those conditions persist and the party suffering from any such conditions uses reasonable efforts to mitigate against the effects of such conditions.
8.11. Choice of Law; Location for Resolving Disputes; Notices
The governing law, location for resolving any disputes related to these Service Terms, and address for notices to us are as set forth at https://www.lastpass.com/legal-center/contracting-entities. Notices to us must also include a copy to our Legal Department, 333 Summer Street, Boston, Massachusetts 02210 USA. We may provide notice to you at your physical address, email address, or via electronic message within the Services or on our websites.
