These Terms of Service for Partner Sales (“Service Terms”) apply to your use of LastPass products, services, and associated software offerings (the “Services”) when 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 users who access or use the Services through your account as well as their compliance with these Service Terms. Individual user accounts may not be shared amongst multiple individuals.
1.2. Limitations on Use
You agree not to: (i) modify, prepare derivative works of, reverse engineer, decompile, 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, upload, 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 may suspend your access to the Services if you or your users are found to be using the Services in a manner that is likely to cause harm to us or other LastPass users, or 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 for no additional cost or premium feature improvements for an additional cost. If we discontinue Services, your access to that Service will be terminated and we will provide you with a pro rata refund of any unapplied, prepaid fees.
1.4. Proprietary, Marks, and Services Information
LastPass and our 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. You agree that we own any feedback about the Services that you share with us. Additionally, we may, from time-to-time, disclose certain non-public information regarding the Services and our business, such as marketing materials, sales data and plans, pricing, and product roadmap information, security and audit reports (including third party SOC reports), and specifications and requirements for Services configuration (“Services Information”). You agree to keep such Services Information confidential, not disclose it to any third party, and only share it with your employees (and those of your affiliates), subcontractors, and consultants who have a need to know such Services Information. You are responsible for ensuring that any such persons are aware of the confidential nature of such information and for any breach of these terms by such persons. You agree to tell us if you are requested to disclose Services Information as part of any legal, regulatory, or other similar request.
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 your account may be converted to a “free” or “basic” version of the Service, if available, at our discretion. 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 or delete your data from the Services. We have no obligation to maintain your data after that period.
3. YOUR CONTENT
3.1. Your Content
You retain all rights to the content, including usernames, passwords, secure notes , files, documents, or similar data, that you or your users may upload or input (e.g., manually or via optional functionality such as password save and fill) to your LastPass vault in connection with your use of the Services (“Content”). You represent and warrant that: (i) you have the right to upload or otherwise share Content with us; and (ii) your uploading or processing of Content in the context of our Services does not infringe on the rights of any third party or violate any applicable laws pertaining to the Content. We may use Content in order to provide and operate the Services and only (x) as authorized or instructed by you or your users in accordance with these Service Terms or in any other agreement between the parties; or (y) as required to comply with our policies, applicable law or governmental request. 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. You agree to apply reasonable technical, organizational, and administrative security measures to keep Content protected in accordance with industry standards. DUE TO OUR ZERO KNOWLEDGE ARCHITECTURE, WE DO NOT HAVE ACCESS TO YOUR MASTER PASSWORD. 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
We agree agrees to maintain appropriate technical, organizational, and administrative safeguards designed to secure the Services and protect Content against any unauthorized access, loss, misuse, or disclosure, in accordance with industry standards. Additional information about our technical and organizational security measures (“TOMs”), including, but not limited to, encryption use and standards, retention periods, and other helpful information can be found on the Resources page of our Trust & Privacy Center (https://www.lastpass.com/trust-center/resources), along with information regarding our independent third-party security audits and certifications.
3.2.2. Data Privacy
While providing the Services to you, we will handle 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) to review additional information about our comprehensive privacy program, including third-party privacy frameworks, privacy policies, 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, we act as a data processor, service provider, or the equivalent construct. To review and execute our Data Processing Addendum (“DPA”), please visit https://www.lastpass.com/legal-center/data-processing-addendum.
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 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 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 users will not access or use the Services, or export, re-export, divert, or transfer the Services, in or to such restricted 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 reasonable requests from 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, SECURE, 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, 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 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, 1.4, OR 3.1 AND YOUR INDEMNIFICATION OBLIGATIONS, THE TOTAL CUMULATIVE LIABILITY OF EITHER PARTY ARISING OUT OF THESE SERVICE TERMS OR THE SERVICES IS LIMITED TO THE SUM OF THE AMOUNTS YOU PAID FOR THE APPLICABLE SERVICE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE INCIDENT GIVING RISE TO THE LIABILITY. THIS LIMITATION WILL APPLY TO THE GREATEST EXTENT PERMITTED BY LAW.
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
We may offer you access to 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 we 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. 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 the conflict.
8.4. No Class Actions
You agree not to bring or participate in any class, consolidated, or representative action against LastPass or any of our employees or affiliates. You agree that any claim you may have against LastPass arising out of these Service Terms or use of the Services may only be brought on an individual basis.
8.5. Security Emergencies
If we have reason to believe 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 resolve any security issues and promptly 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, which must not be unreasonably withheld, and any attempted assignment without consent will be considered null and void. However, either party may, upon notice to the other party assign these Service Terms, in whole or in part, 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. These Service Terms will bind and inure to the benefit of each party’s successors or assigns.
8.8. Survival
Sections 1.4 (Proprietary Rights, Marks, and Services Information), 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 these Service Terms.
8.9. Entire Agreement; Order of Precedence
These Service Terms, including any applicable DPA, set forth the entire agreement between the parties relating to the Services and supersede all prior and contemporaneous oral and written agreements. 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, which will be identified by the last updated date, and may be reviewed at https://www.lastpass.com/legal-center/terms-of-service. We will make a reasonable effort to provide you advance notice of any material changes to these Service Terms, and your continued access to and use of the Services constitutes your acceptance of the then-current 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. Both parties are independent contractors and nothing in these Service Terms creates a partnership, agency, fiduciary, or employment relationship between the parties, and does not confer any rights to a third party beneficiary. The parties accept electronic signatures or other electronic means of agreement. No party will be responsible for any delay or failure to perform under these 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 depend upon your location, and are as set forth at https://www.lastpass.com/legal-center/contracting-entities. We may provide notice to you at your physical address, email address, or via electronic message within the Services or on our websites.
