StorMagic Partner Program Terms & Conditions

1. Definitions. “StorMagic Channel Partner” means a company that resells StorMagic products in combination with additional services and solutions marketed by the partner as a single offering; “StorMagic Cloud Partner” means a company that licenses StorMagic products to provide cloud hosting and/or managed services, defined as a Service Provider; “StorMagic Partner” refers to any approved Channel or Cloud Partner; “Distributor” means an entity which engages in the distribution of StorMagic products and services to a StorMagic authorized partner; “StorMagic Trained Professional” (STP) means an individual who has completed a StorMagic authorized training course and passed a certification test; “Territory” means the territory approved by StorMagic; “Products” means the object code versions of the software products authorized by StorMagic to be resold or licensed (refer to terms of EULA: https://stormagic.com/licensing/) by StorMagic Partners; “Confidential Information” means all information that is marked or otherwise identified as confidential or proprietary at the time of disclosure or reasonably should be known by the receiving party to be proprietary or confidential; “End User” means a licensee of software products who acquires such products for use rather than distribution or sublicensing.


2. Grant of License. Subject to StorMagic’s final approval, StorMagic Channel Partnersare hereby granted a non-exclusive, non-transferable license to resell Products to End Users in the Territory pursuant to the end user license agreements included with such Products. StorMagic Cloud Partners are hereby granted a non-exclusive, non-transferable license to purchase StorMagic Subscription Products for the use of cloud hosting and/or managed services installed on the StorMagic Cloud Partner's own infrastructure/s.


3. Subscription License Reporting. StorMagic Cloud Partners are required to report monthly on the total monthly peak capacity usage of all Pay-as-you-go subscription licenses issued as defined in the Partner Program Guide.


4. Restrictions. Except to the extent expressly permitted by applicable law, and to the extent StorMagic is not permitted by that applicable law to exclude or limit the following rights, StorMagic Partners agree not to translate into another computer language, modify, adapt, disassemble, reverse engineer or decompile the Products. StorMagic Partners shall have no rights to the Products other than the rights expressly granted herein.


5. Not For Resale (NFR) Products. A StorMagic Partner’s use of the NFR Product shall be for demonstration purposes only in accordance with the terms of the license agreement accompanying such product. NFR products cannot be sold or used for production environments.


6. StorMagic Trained Professional (STP). During the term of this Agreement, StorMagic Partners shall maintain the required STP training as defined within the Partner Program Guide.


7. Product Line Authorization. StorMagic Channel Partners are authorized to resell and support the licensed products published to them by StorMagic or a StorMagicdistributor.


8. Trademarks. During the term of this Agreement, StorMagic grants StorMagic Partners a non-exclusive, non-transferable license to use the StorMagic trademarks, logos, service marks and trade names relating to the Products (“Trademarks”) in their unaltered form and solely in conjunction with the StorMagic Partner’s marketing and sale of the Products. Nothing herein shall grant StorMagic Partners any right, title or interest in the Trademarks, and StorMagic Partners shall acquire no rights in any Trademark by virtue of this Agreement or StorMagic Partners' use of the Trademarks. The StorMagic Partner agrees that all uses of the Trademarks will inure to the benefit of StorMagic. StorMagic Partners shall not incorporate any Trademark, in whole or in part, into the StorMagic Partner’s company name or trade name. StorMagic Partners' use of the Trademarks shall at all times comply with the Trademark and Logo usage guidelines on the StorMagic website, as may be modified from time to time.


9. Use of StorMagic Partner Logo or Title. During the term of this Agreement, StorMagic Partners shall have the right to identify their organization as a ‘StorMagic Channel Partner and/or StorMagic Cloud Partner’. This designation may be used only in compliance with current StorMagic Trademark and Logo usage guidelines.


10. Confidentiality. The StorMagic Partner expressly undertakes to retain in confidence, except as required by government or judicial order, the terms and conditions of this Agreement and all StorMagic Confidential Information that is received, and StorMagic agrees to the same with regard to StorMagic Partner Confidential Information. In the event either party is required to disclose otherwise confidential information pursuant to a governmental or judicial order, such party agrees to provide the other party with prompt written notice prior to such disclosure and to comply with any protective order (or equivalent) imposed on such disclosure. Neither party shall be required to maintain the confidentiality of information of the other party that (i) receiving party received rightfully from a third party prior to its receipt from disclosing party; (ii) disclosing party has disclosed to a third party without any obligation to maintain such information in confidence; or (iii) is independently developed by receiving party without reference to the Confidential Information. Each party’s obligation under this Section shall survive the expiration or earlier termination of this Agreement and shall extend to the earlier of such time as the information protected hereby falls into the public domain through no fault of receiving party, or five (5) years following termination or expiration of this Agreement. The StorMagic Partner shall not, and shall not authorize others to, export, re-export, or transship, directly or indirectly, any StorMagic Products or any technical data disclosed or provided under this Agreement, or the direct product of such technical data, to any country as to which the U.S. Government has placed an embargo against the shipment of products which is in effect during the term of this Agreement or in violation of any applicable U.S. export regulation.


11. Term and Termination. This Agreement shall become effective upon the StorMagic Partner submitting the “Join StorMagic Channel Program” online form (“Effective Date”), and shall automatically renew for a 12-month period on the anniversary of the Effective Date unless either party notifies the other of their intention to not renew the agreement. This Agreement shall terminate prior to such expiration in the event the StorMagic Partner ceases to comply with its terms. This Agreement may also be terminated by either party at any time, without cause, on giving thirty (30) days prior written notice to the other party. Upon expiration or termination of this Agreement, the StorMagic Partner shall immediately cease use of the Trademarks and the StorMagic Partner logos, and shall cease to represent StorMagic as a StorMagic Channel Partner and/or StorMagic Cloud Partner. Neither party shall be responsible to the other for any costs or damages resulting from termination of this Agreement.


12. New Products. Notwithstanding any other provisions of this Agreement, StorMagic may elect at any time during the term of this Agreement to announce new StorMagic products to which the terms and conditions of this Agreement may not apply.


13. Relationship of the Parties. Neither this Agreement, nor any terms and conditions contained herein, shall be construed as creating a partnership, joint venture, employer-employee, franchise or agency relationship between StorMagic and the StorMagic Partner.


14. Warranties/Limited Warranties. StorMagic warrants the Products to End Users on the terms set out in the end user license agreement accompanying each such Product. THESE LIMITED WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND AGAINST INFRINGEMENT AND OF ALL OTHER OBLIGATIONS, CONDITIONS, OR LIABILITIES ON STORMAGIC’S PART EXCEPT AS OTHERWISE PROVIDED BY APPLICABLE LAW.


15. Limitations of Liability. Subject to applicable law, neither StorMagic nor anyone else who has been involved in the creation, production, or delivery of the products or services that are the subject of this Agreement shall be liable for any direct, indirect, consequential or incidental damages (including damages for loss of business profits, business interruption, loss of business information, and the like) arising out of the use of or inability to use the Products, or provision of, or failure to provide, support, even if StorMagic has been advised of the possibility of such damages. Because some jurisdictions do not allow the exclusion or limitations of consequential or other damages, the above limitation may not apply. In any event, except as otherwise provided by law, the liability of StorMagic or its suppliers, whether for negligence, breach of contract, breach of warranty, or otherwise, shall, in the aggregate, not exceed the amount paid to StorMagic by the StorMagic Partner for the Products for the twelve (12) month period immediately preceding the date of any such claim.


16. Governing Law. The location of the StorMagic Partner determines the laws in which this Agreement will be governed by and construed in accordance with, as identified at https://stormagic.com/licensing/entities. For purposes of all claims brought under this agreement, each of the parties hereby irrevocably submits to the exclusive jurisdiction of the country.


17. General. Except as expressly granted herein, no license regarding the use of StorMagic’s copyrights, patent, trademarks or trade names is granted or will be implied. The StorMagic Partner is an independent business and agrees that the StorMagic Partner shall not make any representation that might indicate to any third party that the StorMagic Partner has authority to act on StorMagic’s behalf or to bind StorMagic to any representation, warranty, or agreement. The StorMagic Partner shall defend, indemnify, and hold harmless StorMagic from and against all liabilities, claims, costs, fines, and damages of any type (including attorneys’ fees) arising out of or in any way related to the StorMagic Partner’s delivery of products or services and/or representations made by the StorMagic Partner to the StorMagic Partner’s End Users. In performing this Agreement, the StorMagic Partner agrees to comply with all applicable laws, rules, regulations and policies and will render StorMagic harmless and indemnify StorMagic from the failure of the StorMagic Partner to do so.