These Duo Ready Partner Program Terms and Conditions (“Duo Ready Terms”) constitute an addendum to the terms and conditions for use of and access to the Duo Security services, located at https://duo.com/legal/terms (“Duo Service Terms”), and form a contract between Duo Security LLC with offices at 123 North Ashley Street, Suite #200, Ann Arbor, MI 48104 (“Duo Security”), and you. By accessing or using the Partner Portal, you agree to be bound by these Duo Ready Terms and the Duo Service Terms (collectively, the “Agreement”). In the event of any conflict between these Duo Ready Terms and the Duo Service Terms with respect to the Integration, these Duo Ready Terms shall control. If you are entering into this Agreement on behalf of a company, organization or other entity, you represent that you have authority to bind such entity and are agreeing to this Agreement on behalf of such entity. If you do not have such authority to enter into this Agreement or do not agree with these terms and conditions, you may not use the Partner Portal.
1.1 “Documentation” means, in addition to the definition set forth in the Duo Service Terms, the guides, instructions, policies and reference materials provided to Partner by Duo Security in connection with the Partner Portal, which may be amended from time to time.
1.2 “Integration” means an interface or configuration verified in writing by Duo Security that enables interoperability between Partner Software and Duo Software (including, but not limited to, any connection, interface or configuration with Duo Security’s WebSDK, AuthAPI, AuthProxy, or Duo Access Gateway).
1.3 “Partner” means the entity that is accessing and/or using the Partner Portal and has agreed to the terms of this Agreement.
1.4 “Partner Data” means any information or data of Partner’s received by Duo Security via the Integration, or which Duo Security is required to access, generate, process, store or transmit in order to support the Integration.
1.5 “Partner Portal” means the website that allows companies to sign up and manage their partnership status with Duo Security, currently located at https://duo.com/partners.
1.6 “Partner Software” means Partner’s products, software and services, and any upgrades, modifications, fixes or patches thereto, that integrate or communicate with Duo Software, or are otherwise made available to Duo Security, under this Agreement.
1.7 “Duo Software” means all Duo Security proprietary software, including mobile applications and open source software, and any updates, fixes or patches developed from time to time.
1.8 “Term” has the meaning set forth in Section 9.
2.1 Duo Security hereby grants to Partner a non-exclusive, non-transferable, revocable license for the Term, subject to all restrictions in this Agreement, to allow its employees access and use of the Duo Software for the following limited, non-production purposes: (i) development and internal testing of an Integration, and (ii) demonstration of the Integration to prospective and existing end users, provided that such demonstration is solely for demonstration of interoperability between Partner’s products and services and the Duo Software (and excluding demonstration rights of the Duo Software itself).
2.2 Partner hereby grants to Duo Security a non-exclusive, non-transferable, revocable license for the Term, subject to all restrictions in this Agreement, to allow Duo Security and its employees access and use of the Partner Software, the Integration and Partner Data for the following purposes: (i) development and internal testing of the Integration, and internal testing of the Partner Software; (ii) conducting training and demonstrations; and (iii) in order to provide reasonable assistance to Partner for the testing and verification of the Integration. Partner will provide Duo Security with all reasonable assistance in the testing of the Integration.
2.3 Partner further hereby grants to Duo Security a non-exclusive, non-transferable, royalty-free, perpetual right and license to sublicense and distribute Partner’s marketing and configuration guides for the Integration to Duo Security’s customers and partners for their use with the Integration.
2.4 Each party hereby grants the other party a non-exclusive, non-transferable, revocable limited license to reproduce the names, logos and trademarks provided by one party to the other (collectively, “Marks”) in accordance with the disclosing party’s then current name, logo and trademark use policies, in order to identify each party as a partner of the other with respect to the Integration. Notwithstanding the foregoing, neither party shall: (i) modify or remove any trademarks or other proprietary notices incorporated in, marked on, or affixed to the Duo Software or Partner Software, including any related documentation; (ii) challenge the other party’s ownership or rights to use its Marks or adopt, register or attempt to register any trademarks with may be confusingly similar to those used by the other party; or (iii) use any Marks in any manner deemed by the other party as damaging to its goodwill.
2.5 The rights granted hereunder are non-exclusive and nothing in this Agreement will prohibit Duo Security or Partner from entering into any similar type of agreement with any other party.
RESPONSIBILITIES OF THE PARTIES
3.1 Notwithstanding anything in this Agreement to the contrary, Partner may only hold itself out as integrating or partnering with Duo Security upon written approval from Duo Security. Partner may only use the Duo Software in accordance with the Documentation and as explicitly set forth in this Agreement.
3.2 The Duo Software is subject to modification from time to time at Duo Security’s sole discretion. Upon notice of any available upgrades, modifications, changes or enhancements (collectively, “Upgrades”) to the Duo Software, Partner shall promptly implement such Upgrades without undue delay. Failure to promptly implement any such Upgrades may result in degradation of the Integration or improper functionality, and Duo Security takes no responsibility and shall have no liability in any form whatsoever for Partner’s failure to timely implement Upgrades.
3.3 Each party will provide the other with reasonable technical support regarding their respective software and services, however neither party shall have an obligation to directly support the customers of the other party.
3.4 In addition to the rights granted under Section 2.4 above, the parties will work together in good faith on the development of mutually agreeable joint marketing programs relating to the Integration, Duo Software and Partner Software to prospective customers. Each party will reasonably cooperate with the other in creating mutually agreed upon joint marketing, sales promotion and advertising opportunities which may include, without limitation: (i) press releases; (ii) marketing collateral (including web site descriptions of the parties’ relationship); (iii) discussions with analysts; and (iv) discussions with media.
3.5 Both parties agree: (i) to avoid deceptive, misleading or unethical practices (including but not limited to marketing) that are or might be detrimental to the other party of the public, including but not limited to disparagement of Duo Security, Partner, the Duo Software or Partner Software; (ii) to make no representations, warranties or guarantees to prospective customers or the public with respect to the specifications, features or capabilities of the Duo Software, Partner Software or the Integration that are inconsistent with any applicable documentation (including the Documentation); and (iii) not to engage in any acts prohibited by state or federal law, including antitrust or unfair trade practice laws, which prohibit various forms of predatory, discriminatory or below cost pricing.
3.6 Partner will not transmit, re-transmit or store on or through the Duo Software, Partner Software or the Integration any malicious or illegal software, code, content, data, files, documents, messages, programs, worms, viruses or Trojan horses.
3.7 To the extent the Integration requires Duo Security to share any personal data of its customers or users with Partner, Partner acknowledges and agrees that it shall process all such personal data in accordance with all applicable Data Protection Laws and its agreements with such customers or users. Duo Security and Partner agree that they are not subprocessors of each other.
Neither party will, nor will either party enable, encourage or otherwise permit any third party to: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the other party’s software (Duo Software or Partner Software, respectively), or any data related to such software (except to the extent such prohibition is contrary to applicable law that cannot be excluded by the agreement of the parties); modify, translate, or create derivative works based on the other party’s software, except as expressly permitted for each party to perform their obligations under this Agreement; share, rent, lease, loan, resell, sublicense, distribute, use or otherwise transfer the other party’s software for timesharing or service bureau purposes or for any purpose other than its own use; remove, replace, modify or obscure any of the other party’s (or any third party’s) trademarks, trade names, copyright notices or other proprietary marks or notices within the other party’s software or the Documentation; or use the other party’s software other than in accordance with this Agreement and in compliance with all applicable laws and regulations (including but not limited to any European privacy laws and intellectual property laws).
RECORDS MAINTENANCE, INSPECTION AND AUDIT
Partner will maintain true and accurate records relating to the use of the Duo Software for at least three (3) years following termination of these Duo Ready Terms. Upon ten (10) days advance written notice, Partner will permit Duo Security or its representatives to review such records and any other books and records which relate directly to its use of the Duo Software under these Duo Ready Terms during Partner’s normal business hours and in a manner that does not unreasonably interfere with Partner’s business activities.
6.1 In addition to the definition of Confidential Information set forth in the Duo Service Terms, Confidential Information also includes, but is not limited to, any information that Partner receives or accesses via the Integration or the Partner Portal.
6.2 Partner shall not provide Duo Security with any personal information, as defined under applicable Data Protection Laws, of any kind in connection with these Duo Ready Terms. Moreover, any information provided by Partner via the Integration that is not necessary to develop, maintain or support the Integration will not be considered Confidential Information unless marked as “Confidential.”
6.3 Immediately upon any termination or expiration of these Duo Ready Terms, Partner shall return, or delete and destroy, at Duo Security’s sole discretion, any and all Confidential Information of Duo Security, including all Confidential Information contained in internal documents, without retaining any copy, extract or summary of any part thereof, and provide written certification of such actions to Duo Security.
INTELLECTUAL PROPERTY RIGHTS; OWNERSHIP
7.1 Except as expressly set forth herein, Duo Security alone (and its licensors, where applicable) will retain all Intellectual Property Rights relating to the Duo Software (and all modifications to and derivative works based upon the Duo Software) or any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Partner or any third party relating to the Duo Software, which are hereby assigned to Duo Security. Partner will not copy, distribute, reproduce or use any of the foregoing except as expressly permitted under this Agreement. This Agreement is not a sale and does not convey to Partner any rights of ownership in or related to the Duo Software, or any other Intellectual Property Rights of Duo Security.
7.2 Except as expressly set forth herein, Partner alone (and its licensors, where applicable) will retain all Intellectual Property Rights relating to the Partner Software. Duo Security will not copy, distribute, reproduce or use any of the foregoing except as expressly permitted under these Duo Ready Terms. These Duo Ready Terms are not a sale and do not convey to Duo Security any rights of ownership in or related to the Partner Software, or any other Intellectual Property Rights of Partner.
7.3 Title to any third party software included in the Duo Software, Partner Software or otherwise provided by one party to the other party (“Third Party Software”), and all Intellectual Property Rights therein, are and will remain the exclusive property of the licensor of such Third Party Software. Nothing in this Agreement grants or confers, or will be construed to grant or confer, any rights in or to any Third Party Software, expressly or by implication, except for the rights expressly set forth in Section 2 of this Agreement. Neither party will use any Third Party Software contained in the other party’s software, or otherwise provided by the other party, separately or apart from the other party’s software.
Partner will indemnify and defend Duo Security against any and all third party claims, liabilities, losses, costs and expenses (including court costs and reasonable attorneys’ fees) arising from or related to (i) infringement by the Partner Software or the Integration developed by Partner under this Agreement of any patent, copyright, trademark or other Intellectual Property Right, or (ii) a breach by Partner of Sections 3.1 or 3.2; provided that Duo Security provides Partner with (a) prompt written notice of a claim (but in any event notice in sufficient time for Partner to respond without material prejudice), (b) the right to control and direct the investigation, defense, and/or settlement of any such claim (provided that Duo Security may retain control of any aspect of the defense and settlement at its sole cost), and (c) reasonably necessary cooperation (at Partner’s expense) in connection with such investigation, defense and/or settlement.
9.1 These Duo Ready Terms are effective as of the date it is executed by Partner and will continue for a period of two (2) years (“Initial Term”), unless otherwise terminated as provided herein. These Duo Ready Terms will renew for successive one-year renewal periods (each a “Renewal Term”) after the Initial Term or any Renewal Term unless either party provides the other with at least 45 days’ notice prior to such automatic renewal of their intention to not renew. The “Term” of these Duo Ready Terms will include the Initial Term and any applicable Renewal Terms. Either party may terminate these Duo Ready Terms, without notice, (i) upon the institution or if a petition is filed, notice is given, a resolution is passed or an order is made, in each case by or against the other party under any applicable laws relating to insolvency, administration, liquidation, receivership, bankruptcy or any other winding up proceedings, (ii) upon the other party’s making an assignment for the benefit of creditors or making a voluntary arrangement with its creditors, (iii) upon the other party’s dissolution or ceasing, or threatening to cease to do business or (iv) if any event occurs, or proceeding is instituted, with respect to the other party that has the equivalent or similar effect to any of the events mentioned in this Section 9.1(i) through (iii). Notwithstanding the notice and cure provisions in this Agreement, in the event of a breach by Partner of Sections 2, 3, 4 or 6, Duo Security may immediately terminate these Duo Ready Terms upon written notice. Either party may terminate these Duo Ready Terms for convenience at any time upon thirty (30) days prior written notice to the other party.
9.2 The Sections of these Duo Ready Terms which by their nature should survive termination or expiration, including but not limited to Sections 3 through 11, will survive termination or expiration of these Duo Ready Terms. Upon any expiration or termination of this these Duo Ready Terms, each party will (i) cease to be an authorized partner of the other and will have no right to access or use the other’s software, (ii) cease use of and destroy all copies of the other party’s software and the other party’s Confidential Information in its possession or control related to the Integration; and (ii) discontinue use of the other party’s Marks.
THE DUO SOFTWARE AND DUO SECURITY CONFIDENTIAL INFORMATION AND ANYTHING PROVIDED IN CONNECTION WITH THESE DUO READY TERMS ARE PROVIDED “AS-IS,” WITHOUT ANY WARRANTIES OF ANY KIND. DUO SECURITY HEREBY DISCLAIMS FOR ITSELF AND ITS SUPPLIERS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES, TERMS OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, TITLE, AND NON-INFRINGEMENT. PARTNER ASSUMES ALL RISK ASSOCIATED WITH ACCESS, CONFIGURATION AND USE OF THE DUO SOFTWARE AND THE PERFORMANCE OF THE INTEGRATION.
LIMITATION OF LIABILITY
11.1 NOTHING IN THESE DUO READY TERMS SHALL LIMIT OR EXCLUDE EITHER PARTY’S LIABILITY FOR (I) DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE, OR THE NEGLIGENCE OF ITS EMPLOYEES, AGENTS OR SUBCONTRACTORS; (II) FRAUD OR FRAUDULENT MISREPRESENTATION; (III) ITS INDEMNIFICATION OBLIGATIONS HEREUNDER; (IV) A BREACH BY PARTNER OF SECTION 4 “RESTRICTIONS,” SECTION 6 “CONFIDENTIALITY,” OR SECTION 7 “INTELLECTUAL PROPERTY RIGHTS; OWNERSHIP;” OR (V) ANY OTHER LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED BY LAW.
11.2 SUBJECT TO SECTION 11.1, IN NO EVENT WILL EITHER PARTY OR THEIR SUPPLIERS BE LIABLE TO THE OTHER PARTY (OR ANY PERSON CLAIMING THROUGH SUCH PARTY) FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SOFTWARE OR ANYTHING PROVIDED IN CONNECTION WITH THESE DUO READY TERMS, THE DELAY OR INABILITY TO USE THE SOFTWARE OR OTHERWISE ARISING FROM THE DUO READY TERMS, INCLUDING WITHOUT LIMITATION, (I) LOSS OF REVENUE OR ANTICIPATED PROFITS (WHETHER DIRECT OR INDIRECT) OR (II) LOST BUSINESS OR (III) LOST SALES, WHETHER BASED IN CONTRACT, TORT (INCLUDING ACTIVE AND PASSIVE NEGLIGENCE AND STRICT LIABILITY) BREACH OF STATUTORY DUTY OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.
11.3 SUBJECT TO SECTION 11.1, THE MAXIMUM LIABILITY OF EITHER PARTY OR THEIR SUPPLIERS FOR ALL CLAIMS UNDER THESE DUO READY TERMS, WHETHER BASED IN CONTRACT, TORT (INCLUDING ACTIVE AND PASSIVE NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE, WILL NOT EXCEED, IN THE AGGREGATE, $1,000.00 USD. THE FOREGOING LIMITATION WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.