IONOS Partner Portals Terms of Use

This IONOS Partner Portals Terms of Use Agreement (“Agreement”) is made by and between IONOS Inc., a Delaware corporation, with offices at Two Logan Square, 100 N 18th St, Ste 400, Philadelphia, PA 19103 (“IONOS”) and you (“you,” “your,” or “IONOS Partner”). This Agreement contains the terms and conditions that govern your use of the IONOS Inc. Services and the IONOS Partner Portal as defined below.

BY CLICKING THE “I AGREE” BUTTON OR BY ACCESSING THE IONOS SERVICES, YOU AGREE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, DO NOT ACCESS THE IONOS SERVICES, IONOS PARTNER PORTALS, OR IONOS PARTNER NETWORK.

IONOS RESERVES THE RIGHT, FROM TIME TO TIME, WITH OR WITHOUT NOTICE TO YOU, TO MAKE CHANGES TO THIS AGREEMENT IN IONOS’S SOLE DISCRETION. CONTINUED USE OF THE IONOS SERVICES CONSTITUTES YOUR ACCEPTANCE OF SUCH CHANGES. THE MOST CURRENT VERSION OF THIS AGREEMENT, WHICH SUPERSEDES ALL PREVIOUS VERSIONS, CAN BE REVIEWED BY CLICKING ON THE “TERMS AND CONDITIONS” HYPER-LINK LOCATED AT THE BOTTOM OF EVERY PAGE ON THE IONOS WEBSITE.

1. Definitions

a. The term "End Customer" refers to persons who have purchased one or more IONOS products and are interested in using services associated with those products.

b. The term "GT&C" shall mean IONOS's then current General Terms and Conditions of Service, as amended from time to time, accessible at https://www.ionos.ca/terms-gtc/general-terms-and-conditions

c. The term "IONOS Services" means the services provided by IONOS to IONOS Partner, or any End Customers.

d. The term "IONOS Partner" means companies or individuals that have registered with IONOS to provide and perform services to End Customers.

e. The term "IONOS Partner Content" means content, remarks, suggestions, ideas, graphics, or other information communicated to IONOS via the IONOS Services, whether provided by the IONOS Partner, an End Customer or third parties.

f. The term "IONOS Partner Portals" means the user name and password protected area of the Agency Partner Program, ISV Partner Program and Consulting Partner Program of IONOS, in which IONOS Partner can store their contact data and manage End Customer accounts, depending on the type of the partnership.

g. The term "IONOS Partner Networks" means the online directories accessible at https://partnernetwork.ionos.ca in which an IONOS Partner can offer the IONOS Partner Services to End Customers. The publication of list entries is at the complete discretion of IONOS.

h. The term "IONOS Partner Services" means the services performed by an IONOS Partner on behalf of an End Customer utilizing IONOS Services.

2. Overview and Access

a. Using the IONOS Partner Portals, IONOS Partner can provide IONOS Partner Services on behalf of an End Customer and access such End Customer's accounts. In addition, an IONOS Partner can publish their contact information in the IONOS Partner Networks.

b. To access the IONOS Partner Portals or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the IONOS Partner Portals that all the information you provide on this site be correct, current, and complete. If IONOS believes the information you provide is not correct, current, or complete, IONOS has the right to refuse you access to the IONOS Partner Portals or any IONOS Services, and to terminate or suspend your access at any time. You may use the IONOS Partner Portals only for purposes expressly permitted by this Agreement. As a condition of your use of the IONOS Partner Portals, you warrant to IONOS that you will not use the IONOS Partner Portals for any purpose that is unlawful or prohibited by this Agreement.

c. Access Request:

Once the IONOS Partner and End Customer have established contact, the IONOS Partner may request access to the End Customer's account in order to directly access the Products and perform the IONOS Partner Services.
The IONOS Partner enters the e-mail address of the End Customer in the form provided for this purpose, whereupon IONOS automatically sends an e-mail to the End Customer.
In this e-mail, the End Customer has the option of accessing a website via a link, which is located in the protected customer area of IONOS. This website explains which rights and obligations the IONOS Partner acquires by granting access.
As soon as the End Customer grants access, the account of the End Customer is activated in the IONOS Partner Portals of the IONOS Partner concerned and the IONOS Partner can access it immediately. Access may be revoked at any time by either the End Customer, the IONOS Partner or IONOS.

3. Rights and Duties of the IONOS Partner

a. By requesting access to an End Customer account, the IONOS Partner acknowledges and agrees to:

use the access exclusively in the best interest of the End Customer.
behave in such a way that the good reputation of, or the business activity of, the End Customer is not impaired;
prevent access by or otherwise refrain from allowing access to any third party and, should IONOS Partner become aware of any unauthorized access, promptly notify the End Customer and IONOS.
perform all of the IONOS Partner Services in compliance with this Agreement, the GT&C, including but not limited to Section 8 thereof, as well as any other terms and conditions, license agreements, or other policies and procedures applicable to the End Customer's IONOS Services;
comply with all laws and regulations relating to the IONOS Partner Services or the IONOS Services, including but not limited to laws pertaining to data privacy and intellectual property;
act only to the extent authorized by End Customer;
immediately, upon request, provide IONOS with information about access to End Customer data, including the date and time of access and all actions performed;
make commercially reasonable efforts to ensure the security and confidentiality of the End Customer's account, including but not limited to ensuring that IONOS Partner's access to the IONOS Partner Portals is protected by a strong password;
make purchases on behalf of the End Customer only if and to the extent authorized by the End Customer after full disclosure the cost and limitations of any IONOS Services purchased;
refrain from distributing or otherwise retaining any End Customer account information or transferring control of the End Customer account to yourself or any third party; and
follow any and all laws relating to the privacy and security of End Customer data and account information and maintain any and all licenses or permits required for you to provide the IONOS Partner Services.

b. You hereby grant to IONOS the royalty-free, perpetual, irrevocable, worldwide, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display all IONOS Partner Content. You represent and warrant that you have all rights necessary to post or otherwise utilize the IONOS Partner Content, and that all IONOS Partner Content will be in accordance with the GT&C. As set forth in Section 7 hereto, you agree to indemnify and hold harmless IONOS from any liability related to such IONOS Partner Content.

4. Exemption from liability

a. Any breach of this Agreement, determined in our sole and absolute discretion, may result in immediate suspension or termination of access to the Services, and/or legal action. If the IONOS Inc. Services are cancelled for any reason, any IONOS Partner Content will be lost and cannot be recovered.

b. YOUR USE OF THE IONOS SITE, INCLUDING BUT NOT LIMITED TO THE IONOS PARTNER PORTALS, IS AT YOUR OWN RISK. THE SITE IS PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED. IONOS DISCLAIMS ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. IONOS DOES NOT WARRANT THAT THE SITE OR THE IONOS SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. IONOS DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING USE, OR THE RESULT OF USE, OF THE IONOS SERVICES IN TERMS OF ACCURACY, RELIABILITY, OR OTHERWISE. IONOS MAKES NO WARRANTIES THAT YOUR USE OF THE IONOS SERVICES WILL NOT INFRINGE THE RIGHTS OF OTHERS AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ERRORS OR OMISSIONS IN SUCH IONOS SERVICES.

c. IONOS, ITS SUBSIDIARIES, AFFILIATES, LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS WILL NOT BE LIABLE FOR ANY INCIDENTAL, DIRECT, INDIRECT, PUNITIVE, ACTUAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR OTHER DAMAGES, INCLUDING LOSS OF REVENUE OR INCOME, PAIN AND SUFFERING, EMOTIONAL DISTRESS, OR SIMILAR DAMAGES, EVEN IF IONOS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL THE COLLECTIVE LIABILITY OF IONOS AND ITS SUBSIDIARIES, AFFILIATES, LICENSORS, SERVICE PROVIDERS, CONTENT PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS TO ANY PARTY (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE) EXCEED $5,000.

d. You agree to indemnify, hold harmless and defend IONOS and its customers, contractors, agents, employees, officers, directors, shareholders and affiliates (the "Indemnified Parties") from and against any and all liabilities, claims, damages, losses, claims, proceedings, liabilities, costs and expenses, including reasonable attorneys' fees and costs, arising out of your breach of this Agreement, including any use of an End Customer account other than as expressly authorized by the End Customer or this Agreement. You agree that the Indemnified Parties will have no liability in connection with any such breach or unauthorized use, and you agree to indemnify any and all resulting loss, damages, judgments, awards, costs, expenses, and attorney's fees of the Indemnified Parties in connection therewith. You will also indemnify and hold the Indemnified Parties harmless from and against any claims brought by third parties arising out of your use of the IONOS Services.

5. Miscellaneous

a. These Terms of Use will be governed and interpreted pursuant to the laws of Pennsylvania, United States of America, notwithstanding any principles of conflicts of law. You specifically consent to personal jurisdiction in the Commonwealth of Pennsylvania in connection with any dispute between you and IONOS arising out of these Terms of Use or pertaining to the subject matter hereof. The parties to these Terms of Use each agree that the exclusive venue for any dispute between the parties arising out of these Terms of Use will be in the state and federal courts in Philadelphia, Pennsylvania.

b. THE PARTIES EXPRESSLY AND KNOWINGLY WAIVE ANY RIGHT TO A JURY TRIAL IN THE EVENT ANY ACTION ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT IS LITIGATED OR HEARD IN ANY COURT.

c. If any part of these Terms of Use is unlawful, void, or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of any remaining provisions.

d. You agree that no joint venture, partnership, employment, or agency relationship exists between you and IONOS as a result of this agreement or use of IONOS’s Web sites.

e. These Terms of Use constitute the entire agreement among the parties relating to this subject matter and supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written between the user and IONOS with respect to IONOS’s Web sites.

f. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

g. IONOS reserves the right to make changes to the IONOS Partner Portals at any time without notice or to discontinue the IONOS Partner Portals temporarily or permanently.

h. IONOS makes no guarantees or assurances as to the quality of the IONOS Partner Services, including but not limited to any work product produced by IONOS Partner. Any disputes relating thereto are to be resolved between End Customer and IONOS Partner, at their sole cost, without the involvement of IONOS.

version:21.07.2023