MSSP Terms
Effective March 19, 2024
If You are using the Stairwell Services as part of your offerings in your capacity a managed security services provider, then, in addition to the Stairwell Terms of Service available at https://stairwell.com/terms-of-service or any other agreement between You and Stairwell governing Your use of the Services (the applicable agreement is the “Stairwell Terms”), the provisions of these Stairwell MSSP Terms (“MSSP Terms”) apply to You. Any terms used but not defined in these MSSP Terms have the meaning given to them in the Stairwell Terms. To the extent of any conflicts between the provisions of these MSSP Terms and the Stairwell Terms, these MSSP Terms shall prevail. For purposes of these MSSP Terms, You are referred to as “MSSP.”
1. Grant of MSSP Rights. Subject to the terms of this Agreement, Stairwell grants MSSP a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to install (as applicable) and right to access and use the Services solely during the Subscription Term (a) as part of the managed services that MSSP provides to its end customers (“MSSP Customers”) for their own internal information security purposes, and (b) market and promote the Services. For the avoidance of doubt, these MSSP Terms do not grant MSSP the right to resell the Services to third parties either for their own use or for further resale or redistribution.
2. Conditions on MSSP Use. In addition to the applicable conditions set forth in the Stairwell Terms, MSSP must not permit any MSSP Customer to take any action or to refrain from taking any action that would result in a breach of any of the conditions of the Stairwell Terms. Prior to any use of the Services by MSSP for the benefit of MSSP Customers, MSSP shall enter into terms with the MSSP Customer that are substantially similar to the Stairwell Terms, so as to enable Stairwell and its sub-processors to process Services Data and are at least as protective of Stairwell and its rights existing under the Stairwell Terms. MSSP is jointly and severally liable to Stairwell for any breach of the Stairwell Terms resulting from the MSSP’s acts and omissions or the acts and omissions of its MSSP Customers and their respective Users.
3. Trademark License. Each Party (“Mark Licensor”) hereby grants to the other party (“Mark Licensee”) a non-exclusive, non-transferable, non-sublicensable, revocable license to use and reproduce its trademarks, service marks, trade dress, trade names, domain names, corporate names, brand names, product names, proprietary logos, and other indicia of origin (“Marks”) for the sole purpose of marketing and distributing the Services. Mark Licensor grants no rights in its Marks other than those expressly granted in this section. As between the Parties, Mark Licensor is the exclusive owner of its Marks. Mark Licensee (a) shall not take any action inconsistent with the Mark Licensor’s ownership of its Marks and (b) shall cooperate, at Mark Licensor’s request and expense, in any action that Mark Licensor deems necessary or desirable to establish or preserve its exclusive rights in and to its Marks. At Mark Licensor’s request, Mark Licensee will immediately modify or discontinue any use of the Mark Licensor’s Marks.
4. Marketing. MSSP will use the Marks provided to it by Stairwell to identify the Services in all materials used to market and promote the managed services incorporating the Services, subject to the limitations and requirements of these MSSP Terms and any guidelines provided to MSSP by Stairwell. MSSP will at all times conduct business in a manner that reflects favorably on the Services, the managed services, and the good name and reputation of Stairwell. MSSP will not make or publish any representations, warranties, or guarantees concerning the Services that are inconsistent with any warranties made by Stairwell in the Stairwell Terms.
5. Compliance with Laws. MSSP must at all times comply with all applicable laws and regulations in providing the managed services. MSSP shall not engage in any deceptive or unethical practices that may be detrimental to Stairwell. MSSP shall comply with the Foreign Corrupt Practices Act of the United States, the Bribery Act of the United Kingdom, and any applicable local laws or regulations (collectively, “Anti-Corruption Laws”) including with respect to the sale, licensing, and use of the Services. Stairwell shall have the right to immediately terminate this Agreement for material breach if Stairwell has reason to believe that MSSP has violated its obligations under this Section.
6. Privacy. MSSP acknowledges that in the course of providing managed services, MSSP may have access to MSSP Customers’ accounts and data, including personal data, and MSSP shall be responsible for ensuring it has the right to access such accounts and data. MSSP shall ensure it has a lawful basis, made all necessary disclosures, and has all necessary rights and permissions required for the processing of personal data by Stairwell in accordance with the Stairwell Terms.
7. Indemnification by MSSP. MSSP will defend Stairwell Indemnitees from any third party Claim against Stairwell Indemnitees related to (a) a breach by MSSP of any representation, warranty, covenant or other obligation of MSSP in sections 1 (Conditions on MSSP Use), 4 (Marketing), 5 (Compliance with Laws), or 6 (Privacy); (b) the managed services or any other services that MSSP distributes, markets, installs, licenses, or supports separately or in combination with the Services; (c) suspension or termination of MSSP’s and/or MSSP Customers’ access to the Services and deletion of any stored Services Data in accordance with the Stairwell Terms. MSSP will indemnify Stairwell for all costs, reasonable attorneys’ fees, damages or amounts finally awarded by a court of competent jurisdiction or paid to a third party in accordance with an agreement to settle such Claim(s).
8. Recordkeeping. MSSP shall create and maintain sufficient records necessary to document MSSP’s use and distribution of the Services and MSSP’s compliance with the terms of this Agreement. Stairwell shall have the right to inspect and verify MSSP’s records concerning MSSP’s use of the Services during normal business hours during the Subscription Term and for 3 years thereafter. MSSP shall provide reporting to Stairwell in accordance with Stairwell’s reasonable specifications.
9. Asset Credits. Stairwell may permit MSSP to purchase or commit to credits for the onboarding of assets in the future (“Asset Credits”) to be held for up to 12 months (or any other period of time identified in the Order) after the effective date of the Order (“Activation Period”). MSSP may use Asset Credits to onboard assets to the Services at any time prior to expiration of the Activation Period. When an Asset Credit is used by MSSP, the Subscription Term for ongoing monitoring of that asset begins as of the date the asset is onboarded to the Services. Any Asset Credits that are not used during the Activation Period will expire and will no longer be available for MSSP to use. MSSP will not receive any refund for unused Asset Credits and, if applicable, shall pay for any unused, committed Asset Credits upon expiration of the Activation Period. On or about the first business day of each calendar month, MSSP will provide a report of (i) all Asset Credits used in the prior month and the date of onboarding for each asset, (ii) the MSSP Customer for whom each asset was onboarded, and (iii) the number of Asset Credits remaining in MSSP’s account and their corresponding Activation Period expiration dates.