Fullstory Partner Program
Delivery Services Provider Addendum
This Delivery Services Provider Addendum (this “Addendum”) contains terms and conditions that govern your participation in Fullstory’s Delivery Services Provider 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 onboarding, delivery or subcontractor 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, unless otherwise agreed by the Parties in writing.
1. Background. Fullstory provides access to the Services to existing and prospective End-Customers who may require Delivery Services. Partner desires to provide Delivery Services to the existing and prospective End-Customers Fullstory assigns to Partner pursuant to Section 2 of this Addendum (“Assigned End-Customers”). Partner shall provide no other services relevant to the Services to the Assigned End-Customers, or to other End-Customers, other than as expressly authorized by this Addendum, and as specified in a Delivery Services Order(s), and as specified in a Delivery Services Order(s), and solely in accordance with the terms of this Addendum, unless otherwise agreed in writing by the Parties.
2. End-Customer Assignments.
2.1. Assignment. Fullstory may reach out to Partner from time-to-time requesting that Partner provide Delivery Services to an End-Customer via email or other means of communication, including via the Partner Portal (such notice an “Assignment”).
2.2. Performance. Unless Partner provides written notice to Fullstory indicating that it objects to the Assignment within ten (10) business days of an Assignment issuance, Partner shall perform the Delivery Services requested for the Assigned End-Customer in accordance with the applicable Delivery Services Order. Such Delivery Services shall be performed by Partner, in accordance with the terms of the Agreement. If the Delivery Services performed do not conform to the requirements set forth in the Agreement, the Delivery Services Order(s), or other guidelines or training provided by Fullstory, Fullstory may: (i) require Partner to re-perform the applicable Delivery Services in order to bring them into full conformity with such requirements, at Partner’s sole cost and expense; or (ii) reduce the Compensation (as defined in Section 6 of this Addendum) owed under the applicable Delivery Services Order(s) to reflect the reduced value of the Delivery Services performed by Partner. If Fullstory does not provide Partner with notice of non-conformity within thirty (30) days after completion of the Delivery Services reflected on a Delivery Services Order, the applicable Delivery Services shall be deemed accepted by Fullstory. For clarity, Fullstory has no obligation to award any work, or issue any Assignments under the terms of the Agreement.
3. Delivery Services Orders. For each Assigned End-Customer, the Parties will enter into a Delivery Services Order which shall provide, at minimum: (i) a basic description of the Delivery Services to be provided; (ii) the identity of the Assigned End-Customer for which the Delivery Services are to be performed; (iii) the start date for the performance of the Delivery Services (“Start Date”); (iv) the total Fees to be paid by Fullstory to Partner, if fixed, and/or the hourly rate to be paid to Partner by Fullstory, for performance of the Delivery Services for the Assigned End-Customer; and (v) a reference to the Agreement which shall govern the performance of the Delivery Services Order.
4. Partner Responsibilities and Restrictions.
4.1. Right to Access the Services. Except as otherwise expressly provided in the Agreement, Fullstory hereby grants to Partner the right to access, use, manage and support the Services solely for Assigned End-Customers and solely in furtherance of Partner’s provision of the Delivery Services to each Assigned End-Customer during the applicable Delivery Services Order Term. Partner shall work with the Assigned End-Customer to be provisioned a seat for the Services under the Assigned End-Customer’s order for the Services agreed to by the Assigned End-Customer and Fullstory, with login credentials unique to Partner and Partner shall under no circumstances impersonate the Assigned End-Customer or any of Customer Users in its access to the Services in the performance of its obligations under the applicable Delivery Services Order(s), or otherwise. Except as otherwise expressly provided in this Addendum or agreed to by the Parties in the Delivery Service Order(s), 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; provided, however, that notwithstanding 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 any Delivery Services Order or this Addendum; any such rights would be subject to a separate agreement between the Parties.
4.2. Partner Responsibilities. As between the Parties, Partner will be solely responsible for: (i) the delivery and results of all Delivery Services; (ii) enabling Partner Users’ and Assigned End-Customer, Customer Users’ access to and use of the Services; (iii) any Customer Data (as defined in the Service Terms) submitted to the Services by Partner’s Users, subject to Fullstory’s Processing obligations under the Agreement; and (d) ensuring use of the Services is only for the Assigned End-Customer’s environment and in accordance with the Service Terms. Additionally, Partner represents and warrants: (a) the Delivery Services performed do not infringe upon any third-party’s Intellectual Property Rights; (b) it will perform the Delivery Services in a professional and workmanlike manner and in compliance with all reasonable instructions and/or training provided by Fullstory; (c) a successful criminal background check has been performed on each employee or contractor assigned to perform the Delivery Services, solely to the extent permitted by Applicable Law, prior to performing the Delivery Services; and (d) it will use commercially reasonable efforts to prevent the introduction of Harmful Code to the Assigned End-Customers’ systems, platforms, services, software, devices, sites and/or networks that the Assigned End-Customer owns while providing the Delivery Services. Partner shall make no representations or warranties with respect to the Services or Fullstory’s associated support offerings to its Assigned End-Customers.
4.3. Insurance. Partner shall maintain adequate insurance coverage and minimum coverage limits for its business as required by any Applicable Law, including workers’ compensation insurance as required by Applicable Law. Partner’s lack of or insufficiency of insurance coverage shall not limit any liability Partner may have under this Addendum or any Delivery Services Order(s).
5. Security and Privacy.
5.1. Customer Data. Through Partner’s and the Assigned End-Customer’s configuration and use of the Services, Partner and its Customer have control over the types and amounts of Customer Data that are submitted for Processing by the Services. By submitting Customer Data to the Services, Partner, on behalf of itself and its Assigned End-Customer, hereby grants to Fullstory the right, and is expressly instructing Fullstory to, Process Customer Data during the Delivery Services Order Term in order to provide and support the Services and as otherwise provided in the Service Terms.
5.2. Customer Credentials. Partner and Customer are responsible for properly configuring the Services in accordance with the User Guide, enabling single sign-on for Partner’s and its Customer’s accounts (if Customer requests), and securing access passwords, keys, tokens or other credentials used by Partner in connection with the Services (collectively, “Customer Credentials”). During the applicable Delivery Services Order Term, Partner agrees, and agrees to cause its Assigned End-Customers, to use reasonable efforts to prevent unauthorized access or use of the Services and to promptly notify Fullstory if any of them believes (a) any Customer Credentials have been lost, stolen or made available to an unauthorized third party or (b) an unauthorized third party has accessed the Services or Customer Data.
5.3. Sensitive Data. In accordance with the Service Terms, with regard to Customer Data, Partner shall not use the Services to Process any Sensitive Data (as defined in the Service Terms) on behalf of its Assigned End-Customers and shall use reasonable efforts to restrict the inclusion of other Personal Data in Customer Data on behalf of its Assigned End-Customers. The User Guide provides further information on both filtering Personal Data from, and masking Personal Data in, data before they are submitted to the Services.
6. Payment.
6.1. Compensation. Fullstory shall compensate Partner for its provision of the Delivery Services solely in accordance with the applicable Delivery Services Order(s) (such amounts, the “Compensation”). Unless otherwise expressly provided in an applicable Delivery Service Order(s), Compensation shall be delivered to Partner by Fullstory in the calendar month following sixty (60) days from the Start Date, provided, however, that Fullstory shall issue the Compensation to Partner solely on a monthly basis. Unless otherwise expressly provided in an applicable Delivery Service Order, all Delivery Services will be provided on a fixed price basis. Travel is not anticipated under this Addendum or the associated Delivery Services Order(s). Should travel be necessary for any Delivery Services, all travel and associated expenses must be pre-approved in writing by Fullstory. Fullstory will not be obligated to reimburse any expenses submitted by Partner that are not pre-approved by Fullstory in writing.
6.2. Taxes. Notwithstanding anything else herein to the contrary, Fullstory may withhold (or cause there to be withheld, as the case may be) from the Compensation due or payable under or pursuant to this Addendum such national, provincial, local or any other income, employment, or other taxes as may be required to be withheld pursuant to any Applicable Law.
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 last Delivery Services Order to be in effect.
8.2. In addition to the termination rights of the Parties expressly provided in the MPPA, if an Assigned End-Customer does not pay Fullstory for the Delivery Services associated with Partner’s Delivery Services Order in a timely manner, Fullstory may terminate the applicable Delivery Services Order. Additionally, Fullstory may terminate a Delivery Services Order(s) for convenience, upon written notice to Partner. In the event Partner terminates this Addendum for convenience in accordance with the MPPA, Partner shall remain obligated to provide the Delivery Services pursuant to any then active Delivery Services Order(s), unless otherwise agreed in writing by the Parties.
8.3. Either Party may terminate all Delivery Services Order(s) and this Addendum, effective on written notice to the other Party, if the other Party materially breaches Delivery Services Order(s) or 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.
8.4. Upon expiration or earlier termination of a Delivery Services Order: (a) all rights granted to Partner with respect to Services under such Delivery Services Order will terminate effective as of the effective date of termination; (b) as between the Parties, Fullstory will have no obligation to provide Delivery Services to the Assigned End-Customer, after the effective date of the termination; and (c) Fullstory will, except as otherwise expressly provided in this Section, pay to Partner any Compensation payable for Partner’s provision of Delivery Services through the effective date of the termination, which may only be a pro-rated amount of the Compensation due under the Delivery Services Order for the Services performed through the effective date of such termination. Notwithstanding the foregoing, if a Delivery Services Order is terminated early by Partner pursuant to Section 8.3 above, Fullstory will pay Partner the total Compensation owed under the applicable Delivery Services Order(s).
8.5. The provisions set forth in the following Sections of this Addendum, 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.
9.1. In addition to the obligations of the Parties in the MPPA, and subject to the indemnification procedures described in the MPPA, Partner agrees to defend, indemnify and hold harmless Fullstory Indemnitees, from and against any and all Losses arising out of or related to any Action by an Assigned End-Customer or other third party arising out of or relating to: (i) Partner’s provision of the Delivery Services; or (ii) Partner’s or a Partner User’s use of the Services, in a manner that breaches a Delivery Services Order, this Addendum, or the Service Terms. Any indemnification obligations Fullstory may have to End-Customers (including Assigned End-Customers) and such other parties are as specified in the written agreement between Fullstory and such End-Customers.
10. Limitations of Liability.
10.1. 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) FULLSTORY, ITS AFFILIATES OR THEIR EMPLOYEES, AGENTS, CONTRACTORS, OFFICERS OR DIRECTORS HAVE ANY LIABILITY TO PARTNER FOR ANY LOSSES ARISING OUT OF OR RELATING TO ANY DELIVERY SERVICES ORDER, ASSIGNED END-CUSTOMERS’ OR THE CUSTOMERS’ USERS’ ACCESS OR USE OF THE SERVICES, OR PARTNER’S PROCESSING OF PROSPECT INFORMATION OR CUSTOMER CREDENTIALS; (b) 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 (c) FULLSTORY’S CUMULATIVE AND AGGREGATE LIABILITY UNDER THIS ADDENDUM EXCEED THE COMPENSATION PAID TO PARTNER BY FULLSTORY UNDER APPLICABLE DELIVERY SERVICES ORDER(S) IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.
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 Section 14 of this Addendum, 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
“Delivery Services” means, and at times in collaboration with Fullstory, additional assistance, training, and support, in order to assist End-Customers to be familiarized with, to be fully set up for successful use of, and to extract the most value from, the Services, as further described at https://www.fullstory.com/legal/description-of-services-for-onboarding-service-providers/.
“Delivery Services Order” means a separate order for Delivery Services pursuant to this Addendum specifying that it is for Partner’s provision of Delivery Services to an Assigned End-Customer that is: (a) submitted by Fullstory through the Partner Portal, and accepted by Partner or (b) executed by Fullstory and Partner.
“Delivery Services Order Term” means, with respect to each Delivery Services Order, the term specified in the applicable Delivery Services Order.
“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.