IONOS Partner Program Terms of Service
Preamble
The IONOS Cloud Partner Program offers certain customers (“Partners”) the opportunity to contract for and use IONOS Cloud’s flexible, virtualized infrastructure (Infrastructure-as-a-service) and to offer those Services to third parties under Partner’s own name, in each case in accordance with the IONOS Cloud General Terms and Conditions of Service (the “GT&C”). The GT&C can be found at https://www.ionos.com/terms-gtc/general-terms-and-conditions/.
Partner can apply for the program by accepting these terms of service („Terms“) online via the IONOS website. These program terms of service come into effect once accepted by IONOS.
1. Definitions
1.1 „End Customer“ means the end customer to whom Partner provides services pursuant to these Term.
1.2 “End Customer Contract” means a contract between the Partner and an End Customer, pursuant to which the Partner Products set forth in the Subcontracts are offered, along with any other products or services, under Partner’s name and at Partner’s sole cost.
1.3 The IONOS Cloud Partner Program (the „Partner Program“) allows Partner to offer its products and services to Partner’s customers and prospective customers using the IONOS Cloud platform and Services, for the benefit of IONOS and Partner, and to enter into and manage Customer Subcontracts.
1.4 „Partner Services“ means the Services which are made available by IONOS from time to time for use with the Partner Program. The Partner Services are intended for commercial use, and sales to consumers are not permitted under these Terms.
1.5 “Subcontract” means a contract for Partner Services which Partner enters into with IONOS Cloud on behalf of a particular End Customer, in each case subject to the provisions of the GT&C.
1.6 „Territory“ means the United States [and Canada/Canada, and Mexico].
1.7 “Partner Portal” means the online portal which is provided by IONOS Cloud to Partner for the purpose of allowing Partner to enter into and manage the Subcontracts and any related services.
2. Subject Matter of the Contract
2.1 IONOS Cloud grants Partner in the Territory non-exclusive, free participation in the IONOS Cloud Partner Program, subject to the Partner Program description set forth at the landing page corresponding to the Partner Program. IONOS Cloud may change the Partner Portal any time by updating the Partner Portal or IONOS Cloud website.
2.2 The Partner may offer the Partner Services to End Customers as stand-alone services and/or in combination with additional service offerings (e.g. managed services); in doing so, Partner must indicate that the Partner Services are IONOS Cloud services or that its individual solution includes IONOS Cloud services or uses the IONOS Cloud platform. Partner acquires and sells the Partner Services in Partner’s own name and for Partner’s own account. There is no contractual relationship between IONOS Cloud and the End Customer. Partner shall be solely responsible for the actions or omissions of its End Customers, and for providing support to such End Customers.
2.3 Upon entering into a Subcontract, or promptly thereafter, Partner agrees to provide all information relating to the End Customer as may be reasonably required by IONOS Cloud, including but not limited to the company name and contact information. Partner warrants that the End Customer information will be accurate in all respects and that Partner has any consents or authorization necessary to provide such End Customer information to IONOS Cloud and its Affiliates and for IONOS Cloud and its Affiliates to process such information pursuant to these Terms. Upon request, Partner agrees to provide any documentation reasonably necessary to allow IONOS Cloud to verify such authorization.
2.4 Each Party grants to the other Party, for the term of this Partner Contract, and for approved actions, a royalty-free, limited, non-exclusive, non-transferrable, non-sublicensable license limited to the Territory to reproduce, use, and publish the other Parties’ logos, trademarks, domain name, and trade names and such other materials as may be transmitted by such Party upon request (collectively, “Materials”) solely for the purpose of providing the Partner Products and any related Services and with the marketing, advertisement, and sale of the Services in the Territory. Such license shall immediately terminate upon the expiration or termination of these Terms. Each Party acknowledges and agrees that the Marks, Materials, and other intellectual property provided by the other Party, if any, are the sole and exclusive property of the providing Party. Neither shall not acquire any right, title, or interest under these Terms or otherwise in any patent, copyright, Marks, or other intellectual property right of any kind of the other Party.
2.5 Each Party agrees to indemnify the other Party (including its Affiliates and its and their respective officers, directors, employees, agents, successors and permitted assigns thereof) from all third party actions, claims, losses, liabilities, and damages, including without limitation reasonable attorneys fees and costs, arising from or relating to a Party’s approved use of the other Party’s Materials. Each Party shall inform the other Party about any third party claim without any prior recognition of the alleged infringement of rights towards the third party.
3. Term
3.1 This Partner Contract shall be effective as of the Effective Date, subject to receipt of the fully executed Partner Contract no later than 30 days after the Effective Date.
3.2 Either Party may terminate this Agreement at any time, with or without cause, upon written notice. Following the termination or cancellation of this Partner Agreement, IONOS Cloud may delete all data and other information provided by Partner or otherwise relating to Partner‘s participation in the Partner Program (“Service Information“). Service Information cannot be recovered once deleted.
3.3 Partner may terminate via the Partner Portal or via confirmed e-mail to product@cloud.ionos.com is sufficient) to be effective. A notice of termination from IONOS Cloud shall be sent by e-mail to the contact details provided by the Partner.
3.4 Termination of the Partner Contract shall have no effect on the term and existence of the GT&C or any Subcontracts concluded for the Services pursuant to the GT&C.
6. Confidentiality
Each Party will protect each other’s Confidential Information (defined below) from unauthorized use, access or disclosure in the same manner as each protects its own Confidential Information, but with no less than reasonable care. Except as otherwise expressly permitted pursuant to this Partner Contract, each Party may use each other’s Confidential Information solely to exercise its respective rights and perform its respective obligations under this Partner Contract and shall disclose such Confidential Information: (i) solely to employees and/or non-employee service providers and contractors who have a need to know such Confidential Information and who are bound by written terms of confidentiality intended to prevent the misuse of such Confidential Information; (ii) as necessary to comply with an order or subpoena of any administrative agency or court of competent jurisdiction; or (iii) as reasonably necessary to comply with any applicable law or regulation. The provisions of this Section 6 shall supersede any non-disclosure agreement by and between the Parties and such agreement shall have no further force or effect, with the exception of any IONOS Cloud non-disclosure agreement signed between the Parties for the purpose of protecting IONOS Cloud confidential security information, which will remain applicable in respect to such information. „Confidential Information“ means all information disclosed by a Party to the other Party which is in tangible form and labeled “confidential” (or with a similar legend) or is information, regardless of form, which a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure, including, but not limited to potential end customers or information relating to IONOS Cloud’s security policies and procedures. For purposes of this Partner Contract, this Partner Contract (including all Exhibits) and Leads shall be deemed Confidential Information. Notwithstanding the foregoing, Confidential Information shall not include information that: (iv) was already known to the receiving party at the time of disclosure by the disclosing party; (v) was or is obtained by the receiving party by a third party not known by the receiving party to be under an obligation of confidentiality with respect to such information; (vi) is or becomes generally available to the public other than by violation of this Partner Contract or another valid agreement between the Parties; or (vii) was or is independently developed by the receiving party without use of the disclosing party’s Confidential Information.
7. Final Provisions
Partner expressly agrees and acknowledges that, except as modified by this Partner Agreement, Partner’s use of the Services is subject to the entirety of the GT&C, including but not limited to those sections governing confidentiality, IONOS Cloud's limitation of liability for the Services, your indemnification obligations, applicable law, and the provisions requiring mandatory arbitration of any disputes relating to the Service. The GT&C may change from time to time, and Partner agrees to be bound by any such modifications if Partner continues to use the Services. This Partner Contract may not be assigned by either Party without the prior written consent of the other, in such Party‘s sole discretion. Notwithstanding the foregoing, IONOS Cloud may assign this Partner Contract without prior written consent as part of a sale of IONOS Cloud’s business (partial or whole), or as part of a corporate reorganization, or an initial public offering.