Terms of Service
1. Provision of License
1.1. End Users
OneTrust Pro grants to the Reseller the non-exclusive license to access and use onetrustpro.com for purposes of facilitating and marketing the sale and selling OneTrust Pro Service subscriptions to end users (“End Users”).
All Resellers and the End Users must at all times access and make use of OneTrust Pro Service in conformity with the OneTrust Pro general business terms in force at any given time (the “Terms and Conditions”) which must be specifically agreed to when accessing onetrustpro.com. The Terms and Conditions are available at https://www.onetrust.com/terms/OneTrustTermsConditionsUSCloudOneTrustStore.pdf and expressly incorporated herein by reference.
Any license granted by OneTrust Pro in this Agreement is non-exclusive, and OneTrust Pro is under no obligation to refrain from any direct or indirect sale of OneTrust Pro Service.
Any entity that develops any software, product, or service that is competitive with the OneTrust Pro Service (“Competitor”) is not eligible to be a reseller or receive any Commission Fee from OneTrust Pro.
1.2. License Restrictions
The Reseller may not, nor may it permit or assist others to, (i) modify or fraudulently use OneTrust Pro Service to process or permit processing of the data of any third party not expressly authorized herein to access and use OneTrust Pro Service; (ii) access, alter or destroy any information of any End User of OneTrust Pro Service by any fraudulent means or device or attempt to do so; or (iii) access, alter or manage any data of End User without End User’s consent.
1.3. Reservation of Rights
All rights not expressly granted to the Reseller herein are expressly reserved by OneTrust Pro.
2. Affiliate Model
The Affiliate model applies for all End Users that OneTrust Pro invoices directly without any involvement from the Reseller.
2.1. Commission Fee
The Reseller will receive a commission fee as set out below:
For the first year of each End User’s subscription for one or more of the OneTrust Pro products:, the Reseller will receive an commission fee as set forth in the chart below based on subscription fees actually paid by End Users referred by the Reseller, attributable to the first year of the End User’s subscription, less applicable credit card processing fees for each End User’s account or, at OneTrust Pro’s election, a three and a half percent (3.5%) transaction fee for each End User’s Account. For the avoidance of doubt, the one-year period during which Reseller may receive a commission fee begins on the date that End User first subscribes for the OneTrust Pro Service, regardless of whether such subscription is paid or unpaid.
The commission fee will only be payable to the Reseller if the subscriptions have been paid by the End Users at the time of the settlement of the account as set out in Section 2.1.2.
|Subscription fees for End Users who are not existing OneTrust customers
|Subscription fees for End Users who are existing OneTrust customers purchasing add-on subscriptions (Renewals of existing subscriptions are ineligible)
2.2. Settlement of Accounts
Every three (3) months, in arrears, OneTrust Pro will settle the Reseller’s account in regard to the End Users under the Affiliate Model as set out in Section 2.1.1.
If the Reseller’s account shows a balance of less than $200, the transfer of the balance may be postponed until the Reseller’s account shows a balance of $200 or more. The transfer will not, however, be postponed for more than one (1) year. If OneTrust Pro or the Reseller terminates the Agreement, the Reseller’s account will be settled immediately after the termination of the Agreement.
Any fees in relation to the bank transfer from OneTrust Pro’s bank account to the Reseller’s bank account or any credit card processing fees will be at the Reseller’s own expense. OneTrust Pro may elect to charge a standard three and a half percent (3.5%) transaction fee to Reseller for each End User’s account in lieu of such bank transfer or credit card processing fees.
3. Contracting Procedures
3.1. Registering as a Reseller
Resellers register to become resellers of OneTrust Pro Service by accepting this Agreement through onetrustpro.com.
3.2. Affiliate Model
Reseller must ensure that End Users purchasing subscriptions to OneTrust Pro Service utilize Reseller’s unique reseller code at sign up. This code enables OneTrust Pro to attribute the subscription to Reseller for account settlement purposes.
3.3. End Users
When End Users subscribe to OneTrust Pro Service, the End Users will specifically agree to the Terms and Conditions provided at OneTrustPro.com.
For End Users managed under the affiliate model (Section 2), the contractual relationship concerning the license for OneTrust Pro Service and the End User’s payment obligation for the use of OneTrust Pro Service and for services will be directly between OneTrust Pro and the End User.
4. OneTrust Pro’s Obligations
4.1. Technical Support
If the Reseller experiences that OneTrust Pro Service is not in conformity with all of the requirements in this Agreement, the Reseller must notify OneTrust Pro without delay through OneTrust Pro’s help desk at community.OneTrustPro.com. OneTrust Pro will use commercially reasonable efforts to answer questions and correct reported errors that can be reproduced by OneTrust Pro (or to provide suitable temporary solutions or workarounds for errors) during the initial response. If the Reseller states that the reported error is substantial and material for the use of OneTrust Pro Service or that the reported error causes OneTrust Pro Service to be inoperable, OneTrust Pro will use its best efforts to correct the error within a commercially reasonable time after OneTrust Pro’s initial response.
The technical support services provided herein will be provided without charge unless otherwise stated.
Under the affiliate model, OneTrust Pro bears the sole responsibility for providing First-Line Technical Support to End Users using OneTrust Pro Service.
4.2.1. OneTrust Pro will provide to the Reseller information about all significant updates of OneTrust Pro Service’s functionality that OneTrust Pro generally releases to other Resellers.
4.2.2. Upon notice to Reseller (by e-mail, updated click through terms at log-in, and/or a notice posted in the Back-End), OneTrust Pro may change the terms of this Agreement including commission fees or managed service provider discount set forth herein provided that such updated fees or discount shall apply only to End Users that sign up for the OneTrust Pro Service after the effective date of such change.
OneTrust Pro must not use the name of the Reseller in publicity releases, advertising or similar activity without the prior written consent of the Reseller, which must not be unreasonably withheld or delayed. Notwithstanding the aforementioned, the Reseller allows OneTrust Pro, at its election, to include the Reseller’s name, company profile and contact information in its public reseller lists and to make a routine public announcement of the execution of this Agreement.
5. Reseller’s Obligations
5.1. Observance of National Law
When advertising OneTrust Pro Service, the Reseller is obligated to observe all relevant requirements in national law. The Reseller must expressly inform all End Users that they bear the sole responsibility for being compliant with European Union and national legislation, including but not limited to legislation concerning information and consent requirements in regard to cookies. If the Reseller becomes aware of developments in this regard, including but not limited to changes in national law and/or enforcement, the Reseller must inform OneTrust Pro of these developments without undue delay. All actions in this regard are at the Reseller’s own cost.
5.2. Data Protection
The Reseller may not use, sell, trade or otherwise transfer any End User data to third parties.
5.4. Branding Requirements
OneTrust Pro Service will be branded with trade names, service marks, trademarks, logos and indicia of origin and other distinctive branding features (“OneTrust Pro Branding Features”). All non-exclusive distribution rights and licenses granted herein for OneTrust Pro Service are subject to the following branding requirements. All use of OneTrust Pro Branding Features must solely be for the benefit of OneTrust Pro. The Reseller may not (i) apply for registration of the OneTrust Pro Branding Features (or any marks or features confusingly similar thereto) anywhere in the world, (ii) alter, modify or change the OneTrust Pro Branding Features in any manner, or (iii) use any of the OneTrust Pro Branding Features except as expressly authorized herein or by prior written approval from OneTrust Pro.
6. Monitoring of Reseller’s Use
OneTrust Pro reserves the right to internally monitor the Reseller’s usage of OneTrust Pro Service.
7. Minimum Technical Requirements for OneTrust Pro Service
7.1. Scalability and System Requirements
OneTrust Pro may, at any time during the term of the Agreement, set out and amend such minimum system requirements and/or recommendations that will provide the End User with the optimal functionality of OneTrust Pro Service.
7.2. Protection of End User Data
OneTrust Pro Service must be operated in an environment that protects the security and privacy of End User data.
7.3. Internet Data Centers
OneTrust Pro Service will be provided through Internet Data Centers that are configured consistently with reasonable and appropriate safeguards for fireproofing, power and backup generation, structural integrity, seismic resistance and resistance to other natural and man-made disruptions. OneTrust Pro may outsource its Internet Data Center operations to third parties.
7.4. OneTrustPro.com Operations
OneTrust Pro must undertake commercially reasonable efforts to operate and maintain its web servers that provide sufficient access to OneTrust Pro Service twenty-four (24) hours per day, seven (7) days per week, except when routine or emergency maintenance is required. OneTrust Pro must monitor such servers and undertake commercially reasonable efforts to restore promptly all failures of service at OneTrust Pro’s own expense.
Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, we will implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk (as specified in Article 32 of the EU General Data Protection Regulation) in order to protect the Reseller’s End Users’ customer data from unauthorized access by physical and electronic intrusion. Unless OneTrust Pro fails to perform the aforementioned obligations, the parties agree that OneTrust Pro must not, under any circumstances, be held responsible or liable for situations (i) where data or transmissions are accessed by third parties through illegal or illicit means or (ii) where the data or transmissions are accessed through the exploitation of security gaps, weaknesses or flaws unknown to OneTrust Pro at the time. OneTrust Pro will promptly report to the Reseller any unauthorized access to customer data upon discovery by OneTrust Pro, and OneTrust Pro will use diligent efforts to promptly remedy any breach of security that permitted such unauthorized access. In the event notification to persons included in such customer data is required, the Reseller bears the sole responsibility for passing on any and all such information at its own expense.
9. Patent/Intellectual Property Rights and Copyright
OneTrust Pro holds full copyright, title and any and all other intellectual proprietary rights to the OneTrust Pro Service (or such rights are properly licensed from third parties as applicable) and any derivatives thereto and nothing in this Agreement operates to assign or transfer any intellectual property rights (“IPR”) from OneTrust Pro to the Reseller or End Users.
The terms and conditions set out in clause 11 of the Terms and Conditions also apply in this Agreement.
10. Representations and Warranties; Reseller’s Obligations
10.1. OneTrust Pro’s Representations and Warranties
OneTrust Pro represents and warrants that (i) it has full legal right, power and authority to enter into and perform this Agreement; (ii) all intellectual property rights in the OneTrust Pro Service as set out in Section 9 are either owned by OneTrust Pro or are properly licensed from third parties granting OneTrust Pro the right to use same as contemplated hereunder.
10.2. Reseller’s Obligations
Reseller represents and warrants that (i) it has full legal right, power and authority to enter into and perform this Agreement; (ii) Reseller shall not, and any data input by Reseller and Reseller’s use of the OneTrust Pro Service does not, infringe or misappropriate any proprietary right of OneTrust Pro or a third party; (iii) regarding the collection and use of End-User data, Reseller will not violate any rights of any person or entity; (iv) any and all sublicenses granted by the Reseller in connection with OneTrust Pro Service must be in compliance with the Terms and Conditions provided at OneTrust Pro.com.
Reseller shall defend, indemnify and hold harmless OneTrust Pro, its affiliates, successors, assigns, officers and employees from and against any and all claims, costs, damages, losses, liabilities, actions, recoveries, judgments and expenses (including actual attorneys’ fees and expenses regardless of whether litigation was commenced) (a “Claim“) arising out of or in connection with a breach/untruth of the representations and warranties set out in this Section 10.2. With respect to such Claim: (i) OneTrust Pro will notify the Reseller in writing of the Claim promptly upon becoming aware of such Claim; (ii) the Reseller will have control of the settlement or defense of any action to which the Claim relates; and (iii) OneTrust Pro will reasonably cooperate with the Reseller to facilitate such defense or settlement.
11. Warranty Disclaimers
EXCEPT AS EXPRESSLY SET FORTH IN SECTION 10 AND TO THE EXTENT ALLOWED BY LAW, ONETRUST PRO ON BEHALF OF ITSELF AND ITS SUPPLIERS HEREBY DISCLAIMS ALL WARRANTIES, BOTH EXPRESS AND IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SYSTEM INTEGRATION AND DATA ACCURACY. NEITHER PARTY WARRANTS OR GUARANTEES THAT THE OPERATION OF ONETRUST PRO SERVICE OR THE PERFORMANCE OF THEIR RESPECTIVE ONLINE FUNCTIONS AND WEB SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. NEITHER PARTY GUARANTEES THAT DATA SUBMITTED OR HELD IN STORAGE ON OR THROUGH ITS SYSTEMS ASSOCIATED WITH THE INTERNET WILL BE SECURE FROM UNAUTHORIZED ACCESS.
Each party acknowledges that it has not relied on any representation that is not expressly set out herein.
12. Limitation of Liability
EXCEPT FOR OBLIGATIONS REGARDING INDEMNIFICATION AND CONFIDENTIAL INFORMATION EXPRESSLY PROVIDED HEREIN, NEITHER PARTY WILL IN ANY EVENT BE LIABLE TO THE OTHER, UNDER ANY THEORY, INCLUDING CONTRACT AND TORT (INCLUDING NEGLIGENCE AND STRICT PRODUCT LIABILITY) FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, EVEN IF THE PARTY CAUSING SUCH DAMAGES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN CONJUNCTION WITH THE DISCLAIMER OF WARRANTY AS EXPLAINED ABOVE, RESELLER EXPRESSLY UNDERSTANDS AND AGREES THAT ANY CLAIM AGAINST ONETRUST PRO WILL BE LIMITED TO THE AMOUNT PAID BY RESELLER’S END USERS IN THE PREVIOUS 12 MONTHS, IF ANY, FOR USE OF ONETRUST PRO PRODUCTS AND/OR SERVICES, LESS ANY MANAGED SERVICE PROVIDER DISCOUNT OR COMMISSION FEES PAID TO RESELLER AND ANY APPLICABLE CREDIT CARD PROCESSING FEES OR TRANSACTION FEES FOR RESELLER’S END USERS.
13. Reciprocal Disclosure of Confidential Information
The parties anticipate that each party may disclose confidential information to the other. Accordingly, in this Section, the parties desire to establish the terms governing the use and protection of certain information one party (“Owner“) may disclose to the other party (“Recipient“). For purposes hereof, “Confidential Information” means the terms and conditions in this Agreement and business and technical information regarding the OneTrust Pro Service. The Recipient may use Confidential Information of the Owner only for the purposes of this Agreement and must protect such Confidential Information from disclosure to other using at least a reasonable degree of care. The Recipient may only disclose the Confidential Information if reasonably required to perform the Recipient’s obligations under this Agreement and remains responsible for the confidentiality of such information. The restrictions of use and disclosure of the Confidential Information do not apply to information that (i) is in the possession or control of the Recipient at the time of its disclosure; (ii) is or becomes publicly known through no wrongful act of the Recipient; (iii) is received by the Recipient from a third party who is free to disclose the Confidential Information without any obligation towards the Owner; or (iv) is independently developed by the Recipient without reference to the Confidential Information. Upon termination of this Agreement, Recipient will destroy Owner’s confidential information. This section shall apply for the term of the Agreement and for two years following its termination or expiry.
14. Injunctive Relief
The parties hereby agree that any breach of any provision of this Agreement regarding confidentiality or protection of proprietary rights hereunder and OneTrust Pro’s IPR as set out in Section 9, would constitute irreparable harm, and that the aggrieved party will be entitled to specific performance and/or injunctive relief in addition to other remedies at law.
15. Term of Agreement
15.1. Initial Term
The initial term of this Agreement will commence as of the Effective Date hereof and continues for a period of one (1) year. The initial term hereof will automatically renew for a successive one (1) year term unless one party notifies the other in writing no less than thirty (30) days prior to the expiration of the current term of its intention not to renew. Both the initial term and any renewal term are subject to earlier termination as otherwise provided herein.
15.2. Automatic Termination and Inactive Accounts
15.2.1. This Agreement will terminate immediately without notice in the case of the Reseller’s insolvency, bankruptcy or similar proceedings by or against the Reseller, any attempted assignment by the Reseller for the benefit of creditors or any appointment or application for such appointment of a receiver for Reseller unless the Reseller promptly informs OneTrust Pro of the contrary in writing in which case the Agreement may be terminated at OneTrust Pro’s election.
15.2.2. If Reseller does not have any active End User subscriptions under its account for thirty (30) days or more, OneTrust Pro may elect to terminate and/or deactivate Reseller’s reseller account (along with access to any reseller portals and/or support tools and deletion of associated data) immediately without notice or liability for such deactivation.
15.3. Termination for Cause
If any breach is not cured within ten (10) days from receipt of a written notice describing the nature of the breach, either party may terminate this Agreement and all rights granted herein. Both parties acknowledge that any uncured failure to pay the other party timely constitutes a material breach of this Agreement.
15.4. Effect of Expiration or Termination
Upon the expiration or termination of this Agreement, the Reseller must immediately cease to sell OneTrust Pro Service. The expiration or termination of this Agreement will not terminate the rights of existing End Users and OneTrust Pro will assume responsibility for delivery of OneTrust Pro Service to such End Users under the Terms and Conditions provided on OneTrustPro.com. The Reseller has no right to claim compensation for lost goodwill, lost business opportunities or similar compensation as a consequence of the termination, regardless of the reason for termination.
16. Jurisdiction and Venue
This Agreement must be construed under the laws of the State of Georgia, U.S.A., excluding choice of law rules. The courts of Atlanta, Georgia, U.S.A. have the exclusive jurisdiction and will be the venue for all legal proceedings.
OneTrust Pro is free to assign this Agreement or any right or interest under this Agreement to a third party, including but not limited to a company owned or partly owned by OneTrust Pro.
The Reseller must not assign this Agreement or any right or interest under this Agreement nor delegate any work or obligation to be performed under this Agreement without OneTrust Pro ’s prior written consent. Any attempted assignment or delegation in violation of this Section will be void and ineffective. The Reseller is, however, allowed to appoint other resellers to perform sales on behalf of the Reseller.
18. Continuing Obligations
The following obligations will survive the expiration or termination of this Agreement: (i) any and all warranty disclaimers, limitations of liability and indemnities granted by either party herein; (ii) any provisions relating to intellectual property or Confidential Information; and (iii) the payment of taxes, duties or any money to OneTrust Pro as set out in this Agreement.
19. Independent Contractors
The relationship between the parties is that of an independent contractor, and nothing herein should be construed to create a partnership, joint venture, franchise, employment or agency relationship between the parties. The Reseller has no authority to enter into agreements of any kind on behalf of OneTrust Pro and does not have the power or authority to bind or obligate OneTrust Pro in any manner to any third party.
20. Force Majeure
Neither party is liable for any damage, delay or failure of delivery arising out of causes beyond their reasonable control and without their fault or negligence, including but not limited to, Acts of God, acts of civil or military authority, fires, riots, wars, embargoes, internet disruptions, hacker attacks or communications failures.
This Agreement constitutes the entire understanding of the parties with respect to the subject matter of this Agreement and replaces all prior communications, understandings and agreements. This Agreement may be modified only by a written agreement signed by the parties. Any waiver of any provision of this Agreement must be in writing and will not be deemed a waiver of any other provision. The failure of either party to enforce at any time any of the provisions of this Agreement will not be a waiver of such provision or any other provision nor of the right of such party thereafter to enforce any provision in this Agreement. OneTrust Pro is a trademark of OneTrust LLC which is the party in interest herein. This Agreement does not confer any right or benefit on any person who is not a party to it and no one other than a party to this Agreement, their successors and permitted assignees shall have any right to enforce any of the terms of this Agreement.