FullStory Partner Program
Technology Partner Addendum
This Technology Partner Addendum (this “Addendum”) contains terms and conditions that govern your participation in FullStory’s Technology Partner Program (the “Program”) and is a contract between FullStory, Inc., a Delaware (USA) corporation (“FullStory”), and you or the entity or organization that you represent. This Addendum is subject to FullStory’s standard Master Partner Program Agreement, currently available through the partner portal and on FullStory’s website at https://www.fullstory.com/legal/partner-terms-and-conditions/, unless otherwise agreed by the Parties in writing (“MPPA”). Capitalized terms not otherwise defined in this Addendum will have the respective meanings assigned to them in the MPPA or Section 12 of this Addendum below.
This Addendum, the MPPA, and the applicable Program Authorization (collectively, the “Agreement”), replaces and supersedes all previous agreements and other communications (oral or written) between Partner and FullStory relating to the Program, including any agreements governing Partner’s participation in past technology or integration development partner-type programs offered by FullStory.
This Addendum becomes binding and effective on Partner upon signature of a Program Authorization granting Partner the right to participate in the Program.
1. Background. FullStory provides access to the Services to existing and prospective End-Customers who may benefit from the availability of integrations of Partner’s software, mobile applications or other technology based resources (such the “Partner’s Platform”) with the Services (such integrations to be referred to herein as the “Technology Integrations”). Partner desires to create Technology Integration(s) and to offer such Technology Integration(s) to the existing and prospective End-Customers of FullStory. Partner shall provide no other services relevant to the Services to End-Customers, other than as expressly authorized by the Agreement, and solely in accordance with the terms of the Agreement, unless otherwise agreed in writing by the Parties.
2. Development of Technology Integration(s). The Parties shall work collaboratively to determine the exact features and functionalities of the Technology Integration(s). Partner shall consult with FullStory and is required to act on the advice of FullStory in Partner’s throughout the development of the Technology Integration(s) both in its use of the Services as may be required in the development of the Technology Integration(s) and throughout the development of the Technology Integration(s). Accordingly, each Party shall:
2.1 FullStory Obligations. In the case of FullStory, (i) provide reasonable technical documentation and support, to assist Partner in the successful completion and implementation of the Technology Integration(s); and (ii) monitor the availability of the Services and work with the Partner to resolve technical issues and errors relevant to the Services that may arise from time to time.
2.2 Partner Obligations. In the case of Partner, (i) ensure that the Technology Integration(s) comply with the standards and requirements described in FullStory’s User Guide, and any other technical documentation that FullStory may reasonably provide Partner, as of the date of the initial release of the Technology Integration(s) and on a go-forward basis; and (ii) provide a single point of contact to resolve technical issues that arise from the Technology Integration(s) in a timely manner, both in the initial development of the Technology Integration(s), and on a go-forward basis.
3. Maintenance of Technology Integration(s).
3.1 Publication of Technology Integration(s). Partner may only publish, release, or otherwise share or make available Technology Integration(s) with End-Customers, or other customers, that have received final approval in writing from FullStory, not to be unreasonably withheld (“Publication”). Partner shall collaborate with FullStory to assist FullStory in the incorporation of references to the Technology Integration(s) in its marketing materials as may be described in the Program Guide. Partner shall only publicize the Technology Integration(s)’s availability to its own websites and marketing efforts in accordance with FullStory’s Branding Guidelines.
3.2 Continuing Support. Partner shall (i) update the Technology Integration(s) as necessary to accommodate for FullStory’s updates and modifications to the Services; (ii) ensure the Technology Integration(s), once Publicized, remain active and functional in all respects throughout the period of its Publication; and (iii) provide reasonable support to End-Customers who are also customer’s of Partner and who utilize the Technology Integration(s).
4. Access and Use of the Services. Except as otherwise expressly provided in the Agreement, FullStory hereby grants to Partner the right to access and use the Services solely to assist in the Partner’s development and maintenance of the Technology Integration and such use shall be in accordance with the Service Terms and such right shall terminate through until this Addendum is terminated in accordance with the Agreement. Except as otherwise expressly provided in this Addendum or agreed to by the Parties in writing, Partner’s use of the Services, and rights and remedies with respect to its use of the Services, shall at all times be subject to the Service Terms. Partner is not itself granted a subscription or license to the Services for its own internal use, nor is it granted any right to resell or grant third parties the right to use the Services under this Addendum; any such rights would be subject to a separate agreement between the Parties.
5. Partner Responsibilities and Restrictions; Suspension.
5.1 Partner Responsibilities. As between the Parties, Partner shall be solely responsible for: (i) obtaining authorizations from joint customers of FullStory and Partner as may be necessary to push and/or pull data of such joint customers through the Technology Integration(s); (ii) using commercially reasonable efforts to prevent the introduction of Harmful Code to: (a) any joint customers’ systems, platforms, services, software, devices, sites and/or networks; or (b) the Services; and (iii) compliance with Applicable Laws in the development, and maintenance, and use of the Technology Integration(s). Partner shall make no representations or warranties with respect to the Services or FullStory’s associated support offerings to its customers or prospects, and shall maintain adequate insurance coverage and minimum coverage limits for its business as required by any Applicable Law. Partner’s lack of or insufficiency of insurance coverage shall not limit any liability Partner may have under this Addendum..
5.2 Partner Restrictions. Partner shall not, shall not attempt, or assist or permit any third party to: (i) access any endpoints of the Services other than those endpoints that FullStory has agreed that Partner may access in writing, even if the Partner has technical access to additional endpoints; (ii) use or access the Services in a manner that exceeds any express request volume provided by FullStory (or otherwise, a reasonable request volume), and as may be adjusted from time to time; (iii) intentionally submit queries to the Services (whether demo or demo environment) which fail to contain all required parameters; (iv) use or access the Services beyond the minimum extent reasonably necessary to develop and manage the Technology Integration(s); (v) push or pull any data which it does not own into or from the Services that it has not been explicitly authorized by the data owner to share with FullStory; (vi) bypass the security or authentication protocols of the Services; (vii) intentionally interfere with or disrupt: (a) any features or functionalities that are embedded in or included with the Services, (b) FullStory’s monitoring of the Services, or (c) the servers or networks providing or hosting the Services; (viii) use the Services, any data obtained through the Services, or any Technology Integration(s): (a) in any manner or for any purpose that violates any Applicable Law or any right of any person or entity, including but not limited to Intellectual Property Rights, rights of privacy, and rights of personality, (b) in a false or misleading manner, or in any manner inconsistent with this Addendum or the Service Terms, or (c) in a way that may be offensive, profane, obscene, libelous to FullStory, FullStory’s End-Customers or prospects.
5.3 Developer Credentials. Solely to the extent FullStory issues Partner any developer credentials, (such as tokens or electronic keys) with respect to the Services (“Developer Credentials”), Partner shall: (i) use the Developer Credentials to access the Services; (ii) not misrepresent or mask its identity when utilizing the Services; and (iii) hold such Developer Credentials in confidence and not share with, or transfer the developer credentials to, any third party without FullStory’s prior written consent (which can be revoked at any time). FullStory hereby reserves the right to update Partner’s Developer Credentials from time to time and Partner shall be obligated to use the new Developer Credentials and shall no longer access the Services using any deprecated Developer Credentials.
5.4 Suspension and Revocation. FullStory reserves the right to suspend or discontinue the Partner’s access to all or any portion of the Services, and revoke the rights granted in Section 4 at any time, at FullStory’s sole discretion, provided that FullStory shall use reasonable efforts to provide the Partner with at least thirty (30) days’ notice prior to taking any such action. Notwithstanding the foregoing, in the event that FullStory reasonably determines that Partners access to the Services poses a security or privacy risk to FullStory or any other party and that risk cannot be cured by Partner in a reasonable amount of time, then FullStory may, at its sole discretion, immediately (a) suspend or discontinue the Partner’s access to all or any portion of the Services, or (b) revoke the rights grant in Section 4, with or without prior notice to the Partner.
6. Intellectual Property.
6.1 FullStory IP Rights. Partner acknowledges and agrees that as between FullStory and Partner, FullStory shall own all rights, titles and interests in and to the Intellectual Property Rights related to or arising out of the Services, including, without limitation general knowledge and techniques developed or used by the Services. Nothing in this Addendum shall be construed to grant the Technology Partner any ownership right in the Services, any derivative works of the Services, or the related Intellectual Property Rights. Additionally, while Partner is under no obligation to provide feedback, capability or feature suggestions, or bug reporting regarding the Services (“Feedback”), to the extent Partner does provide such Feedback, the Partner grants to FullStory a worldwide, perpetual, irrevocable, royalty-free license to exercise all rights in the Feedback.
6.2 Partner IP Rights. FullStory acknowledges and agrees that as between FullStory and Partner, the Partner owns all right, title and interest in and to the Intellectual Property Rights in and to the Partner’s Platform and, except as expressly stated otherwise in this Addendum, the Technology Integration(s), and any associated services, documentation, prototypes, models, computer source code, source files, and any other computer files and materials (regardless of form or format) which the Partner creates in connection with the Technology Integration(s), including, without limitation, general knowledge and techniques developed by the Partner. For clarity, nothing in this Addendum, or the Agreement shall be construed to grant FullStory any ownership right in the Partner Platform or its related Intellectual Property Rights. Notwithstanding the foregoing, upon final approval of the Technology Integration(s) by FullStory, Partner hereby authorizes FullStory to market, promote, and subject to Publication, the Technology Integration(s) as FullStory deems appropriate.
6.3 No Jointly Developed or Held Intellectual Property. The Parties understand that they do not anticipate to jointly develop any intellectual property under this Addendum, and to the extent they do, the Parties will handle ownership and licensing of such intellectual property in good faith and as mutually agreed upon in a separate written agreement. Additionally, as of the Effective Date of the Agreement, no intellectual property is held between the Parties.
7. Applicability of MPPA. This Addendum is subject to the terms and conditions of the MPPA. Without limiting the foregoing, and for clarity of the Parties: (i) Partner’s obligations under the MPPA with respect to its conduct and its compliance with Applicable Laws, including those relating to Personal Data, anti-bribery and anti-corruption, and export controls and trade sanctions, extend to this Addendum; (ii) except as otherwise expressly provided in this Addendum, Partner’s remedies with respect to its participation in the Program, and use of the Services, shall be solely as provided in the MPPA; and (iii) the terms of the MPPA relevant to Partner’s use of FullStory’s Marks and Content, Confidentiality, Prospect Information, Assignment, Relationship, Third-Party Beneficiaries, Force Majeure, Notices, Governing Law and Venue, and any language provided in a “Miscellaneous” provision, shall, in addition to the remainder of the MPPA, apply to this Addendum. For clarity, no Assigned End-Customer or Customer User shall be deemed a third-party beneficiary of this Addendum, or the Agreement.
8. Term and Termination.
8.1 Notwithstanding any contrary provision in the MPPA, the term of this Addendum will continue through the expiration or earlier termination of the MPPA, or the end of the Publication of the Technology Integration(s), whichever is earlier.
8.2 In addition to the termination rights of the Parties expressly provided in the MPPA, either Party may terminate this Addendum and the availability of any Technology Integration(s), effective on written notice to the other Party, if the other Party materially breaches this Addendum, and such breach (if capable of cure) remains uncured 30 days after the non-breaching Party provides the breaching Party with written notice of such breach. Additionally, FullStory may terminate this Addendum and the Publication of any Technology Integration(s) for convenience upon ninety (90) days prior written notice to the other Party.
8.3 Upon expiration or earlier termination of this Addendum: (a) all rights granted to Partner with respect to the Services will terminate effective as of the effective date of termination; and (b) in the event of FullStory’s termination pursuant to the last sentence of Section 9.2 of this Addendum, Partner shall continue to comply with Section 3 of this Addendum through the term of this Addendum.
8.4 The provisions set forth in the following Sections, and any other right or obligation of the Parties in the Agreement that, by its nature, should survive termination or expiration of the Agreement, will survive any expiration or termination of the Agreement: Sections 9 through 13.
9. Indemnification. In addition to the obligations of the Parties in the MPPA, and subject to the indemnification procedures described in the MPPA:
9.1 Partner agrees to defend, indemnify and hold harmless FullStory and FullStory Indemnitees, from and against any and all Losses arising out of or related to any Action by a third party alleging: (i) Partner’s violation of Section 5.2 of this Addendum; or (ii) Partner’s, Partner’s Technology Integration(s), or Partner’s Platform’s infringe such third party’s Intellectual Property Rights.
9.2 Subject to Sections 9.3 below, FullStory agrees to defend, indemnify and hold harmless Partner and Partner Indemnitees, from and against any and all Losses arising out of or related to any Action by a third party alleging that the Services or Partner’s use thereof infringes or violates such third party’s Intellectual Property Rights (each, a “Partner Infringement Claim”). FullStory will pay all Losses incurred by and damages against the Partner Indemnitees but will not be responsible for any compromise or settlement made without its express prior written consent.
9.3 If the Services become, or in FullStory’s opinion are likely to become, the subject of a Partner Infringement Claim, FullStory may, but is not obligated to, (i) modify or replace the Services to make them non-infringing; (ii) procure any rights from a third party necessary to provide the Services; or (iii) replace the Services with work product that is materially equal in capabilities, capacity, performance, and ease of use but is non-infringing. If none of the foregoing remedies is available to FullStory on commercially reasonable terms, FullStory may terminate the Agreement. FullStory will have no obligation to indemnify Partner for a Partner Infringement Claim to the extent it arises from any of the following: (a) unauthorized alteration of the Services; (b) use of the Services in combination with apparatus, hardware, software, or services not provided or authorized by FullStory; (c) any use of the Services by Partner or a Customer that violates any Applicable Law; (d) use of the Services in a manner that violates any Applicable Law or breaches the Agreement, including this Addendum; (e) Partner’s Platform; or (f) the Technology Integration(s) (including activities conducted with Partner’s access credentials to the Services), subject to FullStory’s security and processing obligations under the Agreement. SECTIONS 9.2 and 9.3 OF THIS ADDENDUM STATE FULLSTORY’S ENTIRE LIABILITY AND PARTNER’S EXCLUSIVE REMEDIES FOR ANY CLAIM OF INTELLECTUAL PROPERTY RIGHTS INFRINGEMENT OR MISAPPROPRIATION BY A THIRD PARTY RELEVANT TO THE SERVICES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, PARTNER (ON ITS OWN BEHALF AND ON BEHALF OF ANY PERSON OR ENTITY AUTHORIZED TO USE THE SERVICES BY PARTNER) COVENANTS NOT TO SUE OR MAKE OR ASSERT AGAINST FULLSTORY ANY CLAIM OF INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHT WITH RESPECT TO THE SERVICES PROVIDED TO PARTNER UNDER THE AGREEMENT.
10. Limitations of Liability. SOLELY WITH RESPECT TO THE PARTIES OBLIGATIONS UNDER THIS ADDENDUM, AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS SECTION 10, IN NO EVENT SHALL: (a) EITHER PARTY, ITS AFFILIATES OR THEIR EMPLOYEES, AGENTS, CONTRACTORS, OFFICERS OR DIRECTORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR BUSINESS INTERRUPTION, LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES ARISING OUT OF OR RELATING TO THIS ADDENDUM; OR (b) FULLSTORY’S CUMULATIVE AND AGGREGATE LIABILITY UNDER THIS ADDENDUM EXCEED USD $ 500.00 (USD FIVE HUNDRED DOLLARS). THE FOREGOING LIABILITY CAP SHALL NOT APPLY TO LIABILITIES ARISING UNDER THIS AGREEMENT DUE TO EITHER PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUDULENT MISREPRESENTATION OR INDEMNIFICATION OBLIGATIONS.
11. Miscellaneous. The MPPA and this Addendum, together with any Delivery Services Order(s) is the complete and exclusive statement of the agreement between the Parties with respect to Delivery Services. Any terms and conditions of any other instrument issued by Partner or any End-Customer in connection with the Delivery Services which are in addition to, inconsistent with or different from the terms and conditions of the MPPA and this Addendum, together with any Delivery Services Order(s) shall be of no force or effect. In the event any provision of this Addendum is deemed to conflict with a provision of the MPPA, the applicable provision of this Addendum shall control. Except as otherwise provided in the MPPA, this Addendum may be modified only by a written instrument duly executed by authorized representatives of the Parties.
12. Definitions. Capitalized terms not otherwise defined in this Addendum shall have the respective meanings assigned to them in the MPPA or this Section 12.
“Customer User” means an individual employee, agent or contractor of an End-Customer for whom access to the Services have been granted by FullStory pursuant to a contract signed by FullStory and the End-Customer.
“Harmful Code” means any code containing viruses, Trojan horses, worms or like destructive code, code that self-replicates or code that contains a “timeout” feature to prevent access and use at some future date
“Partner User” means an individual employee, agent or contractor of Partner who have been supplied user credentials for the Services by Partner or an Assigned End-Customer (or by FullStory at Partner’s request).
13. Counterparts. Any written Delivery Services Order may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. Delivery of an executed counterpart of a signature page to a Delivery Services Order by fax or by email of a scanned copy, or execution and delivery through an electronic signature service (such as DocuSign), shall be effective as delivery of an original executed counterpart of the Delivery Services Order.
14. Changes to the Agreement. FullStory may modify this Addendum at any time by posting a revised version on the Partner Site or in the Partner Portal, which modifications will become effective as of the first day of the calendar month following the month in which they were first posted; provided, however, that if an MSP Partner Order specifies a fixed term of 12 months or longer, the modifications will instead be effective immediately upon the start of the next renewal of the Renewal MSP Partner Order Term, if any. In any case, if Partner objects to the updated Addendum, as its sole and exclusive remedy, Partner may choose not to renew, including canceling any terms set to auto-renew. For the avoidance of doubt, each Program Authorization and MSP Partner Order is subject to the version of this Addendum in effect at the time of the Program Authorization or MSP Partner Order, as applicable.