RMM Platform MSP Addendum
The terms set forth in this RMM Platform MSP Addendum (the “Addendum”) apply only if Customer: (a) has registered for or purchased a Secure Endpoint Product that Absolute makes available through integration with an RMM Platform (as defined below); (b) is a managed service provider that is using the Secure Endpoint Product as part of Customer’s managed service offerings to MSP End Users; and (c) is accessing the Secure Endpoint Product through Customer’s account on an RMM Platform. For greater certainty, this Addendum does not apply to any other customers of Secure Endpoint Products (whether managed service providers or otherwise), or to any other Subscriptions for Secure Endpoint Products that Customer may purchase or access outside of an RMM Platform.
Capitalized terms used but not defined in this Addendum have the meanings given to them in the Master Subscription Agreement between Customer and Absolute governing Absolute’s provision of Secure Endpoint Products to Customer (the “Agreement”) or the Secure Endpoint Products Addendum incorporated by reference into the Agreement (available at https://www.absolute.com/company/legal/agreements/absolute/absolute-products-addendum/), as applicable. The provisions of this Addendum are supplemental to the provisions of the Agreement (including the Secure Endpoint Products Addendum), including, without limitation, section 3.8 of the Agreement (Managed Service Providers).
1. Definitions
“Billable Devices” means any Device that was in an enrolled state within Absolute’s Hosted Service at any point during the applicable calendar month, including (i) Devices where the Agent has not contacted Absolute’s Hosted Service during the applicable month, and (ii) Devices that were flagged for unenrollment from Absolute’s Hosted Service during the applicable month, but not including (iii) Devices that were flagged for unenrollment from Absolute’s Hosted Service prior to the start of the applicable month.
“Deployment Account” means the single unsegmented account created by Absolute within Absolute’s Hosted Service, through which Customer manages its use of the applicable Secure Endpoint Product for one or more MSP End Users.
“RMM Platform” means the following third-party software platform(s) (which may be updated from time to time by Absolute) that provide remote monitoring and management solutions to managed service providers, through which Absolute’s Hosted Service has been integrated via API for the purposes of managing Customer’s use of the applicable Secure Endpoint Product:
☑ ConnectWise Asio
2. Deployment and Enrollment. Once Customer has registered for a Secure Endpoint Product that Absolute makes available through integration with an RMM Platform, Absolute will provide Customer with access to a Deployment Account within Absolute’s Hosted Service, and the relevant Software (including the Agent). Customer must link its Deployment Account within Absolute’s Hosted Service to its account on the applicable RMM Platform. Customer may then install the Agent on multiple Devices and enroll them in the Deployment Account, each of which will constitute a Subscription having a month-to-month Subscription Term commencing on the first day of each calendar month and ending on the last day of each calendar month. Customer is solely responsible for installing and uninstalling the Agent on Devices, and for enrolling and unenrolling Devices with Absolute’s Hosted Service. If the applicable Secure Endpoint Product includes optional modules or features that may be enabled and disabled for Customer’s Deployment Account, Customer is solely responsible for enabling and disabling such modules and features within Absolute’s Hosted Service.
3. Free Trial. In the event that Customer is offered a free trial of the applicable Secure Endpoint Product at the time of initial registration, this Section will apply. Customer may use the applicable Secure Endpoint Product for evaluation purposes, at no cost, during the period of time specified in the free trial offer, and on such terms as may be specified in the free trial offer. During the free trial period, the applicable Secure Endpoint Product will be considered an Evaluation Product as contemplated by Section 3.5 of the Agreement. Customer may only register for or use a free trial once, and may not register for multiple Deployment Accounts in order to receive additional free trial benefits. Absolute reserves the right in its sole discretion to reject any registration, and to cancel or modify the free trial at any time during any such trial period, without notice or liability. Following the free trial period, Customer will be invoiced for all Billable Devices in accordance with Section 4 below. For greater certainty, if Customer does not wish to continue using the applicable Secure Endpoint Product as paid Subscriptions after the free trial period, Customer must uninstall the Agent from all of its Devices and unenroll all of its Devices from the Deployment Account before the end of the free trial period. Customer will not receive a reminder from Absolute or the RMM Platform provider prior to the end of the free trial period, and Customer acknowledges that Customer is solely responsible for uninstalling the Agent from and unenrolling Devices prior to the end of the free trial period if Customer does not wish to pay for Subscriptions once the free trial period ends. If Customer has any Devices in an enrolled state in its Deployment Account on the first day of the calendar month following the end of the trial period, Customer will be invoiced in accordance with Section 4 below.
4. In Arrears Billing Terms. Notwithstanding any provision to the contrary in the Agreement, Customer will be invoiced in arrears at the beginning of each calendar month, based on: (a) the number of Billable Devices in Customer’s Deployment Account during the previous month; and (b) the module(s) or feature(s) of the applicable Secure Endpoint Product that are enabled for such Billable Devices during the previous month, if applicable. Applicable fees will be as set forth on Absolute’s website for the applicable Secure Endpoint Product, or as otherwise communicated to Customer. Billing is not pro-rated. Any Device that is a Billable Device during a calendar month will be charged the full amount for that month, and any enabled module(s) or feature(s) on such Billable Devices during a calendar month (if applicable) will be charged the full amount for that month. Customer will be obligated to pay for all Billable Devices and for all enabled module(s) or feature(s) (if applicable), regardless of whether or not Customer has collected the applicable fees from MSP End Users. Absolute reserves the right to increase or decrease the applicable fees from time to time, without prior notice to Customer. All invoices issued by Absolute are due and payable by Customer in United States dollars within thirty (30) days after the invoice date, without deduction or setoff.
5. Uninstalling Software, Unenrolling Devices, Moving and Deactivating Deployment Account.
(a) Customer will uninstall the Software (including the Agent) from a Device and unenroll such Device from Absolute’s Hosted Service in the following circumstances: (i) prior to the sale or transfer of ownership of the Device to a third party, (ii) if Customer ceases to use the Software and Absolute’s Hosted Service in connection with the Device for an MSP End User (including upon termination of Customer’s managed services to an MSP End User), or (iii) subject to paragraph (b) below, if Customer ceases to be a customer of the applicable RMM Platform provider or ceases to use the applicable RMM Platform. Customer agrees to defend Absolute against any third-party claims arising from or related to Customer’s failure to comply with this paragraph, and Customer agrees to indemnify and hold harmless Absolute from and pay all related damages, costs, and expenses (including, but not limited to, reasonable attorney’s fees). Absolute or a third party authorized by Absolute may (but will be under no obligation to) unenroll Devices in the event Absolute reasonably believes that Customer has failed to do so in accordance with this paragraph.
(b) Absolute does not guarantee that Customer’s Deployment Account may be moved between RMM Platforms in the event that Customer wishes to change RMM Platforms. In the event that Absolute permits Customer’s Deployment Account to be moved between RMM Platforms, Customer acknowledges that additional fees may apply, and/or Customer may be required to purchase additional Subscriptions for a different Secure Endpoint Product, and/or Customer may be required to unenroll and re-enroll Devices.
(c) Notwithstanding any provision to the contrary in the Agreement, and without limiting any other termination rights that Absolute may have under the Agreement, Absolute may immediately terminate and deactivate Customer’s Deployment Account, and terminate Customer’s access to the applicable Secure Endpoint Product, without prior notice or liability to Customer, in the following circumstances: (i) if Customer does not pay all amounts in full when due, (ii) if there are no enrolled Devices in Customer’s Deployment Account, (iii) if Absolute becomes aware that Customer has ceased to be a customer of the applicable RMM Platform, or (iv) if the applicable Secure Endpoint Product is no longer available through the applicable RMM Platform. Absolute or a third party authorized by Absolute may unenroll any remaining Devices in Customer’s Deployment Account (if applicable), and Absolute may delete or anonymize all Customer Data in its systems, without notice or liability to Customer.
6. Support. The Support Services Policy setting out the support service levels for Secure Endpoint Products accessed through Customer’s account on an RMM Platform can be found at https://www.absolute.com/customers/support/. For greater certainty: (a) Absolute will provide support to Customer solely in connection with the use of the features and functionality of the applicable Secure Endpoint Product that Customer accesses through Customer’s account on the applicable RMM Platform; (b) Absolute will not be responsible for providing support to Customer in connection with the applicable RMM Platform or the integration of Absolute’s Hosted Service with the applicable RMM Platform; and (c) Absolute will provide support to Customer only, and will not be responsible for providing support to any MSP End Users.
7. Restrictions. Customer will not sell or resell any Secure Endpoint Product to MSP End Users except as a component of Customer’s managed service offering. Customer agrees to be bound by and observe proprietary nature of and Absolute’s ownership and intellectual property rights in and to the Secure Endpoint Products, together with Absolute’s name, trademarks, trade names and logos, all of which will remain vested at all times in Absolute. Any use by Customer of Absolute’s name, trademarks, trade names or logos will be subject to and in accordance with Absolute’s logo usage guidelines, brand guidelines and graphics standards as published from time to time at https://www.absolute.com/company/logos/ or as otherwise made available to Customer from time to time. In addition, Customer will not (a) rebrand any Secure Endpoint Products, or attach any additional trademarks, service marks or trade names to any Secure Endpoint Products; (b) use Absolute’s name, trademarks, trade names or logos as part of Customer’s name, trademarks, logos or trade names or in any other manner that would tend to imply that Customer has an affiliation with Absolute other than as set forth in the Agreement; or (c) purchase domain names incorporating or suggestive of Absolute’s name, trademarks, trade names or logos or any other Absolute IP.
8. Relationship with MSP End Users. In addition to the provisions of Section 3.8 of the Agreement, Customer agrees that it will be solely responsible for all direct contact with MSP End Users (including any technical support that may be required by MSP End Users) and for all Deployment Account administration. Customer acknowledges that it is Customer’s responsibility to manage multiple MSP End Users within the Deployment Account (e.g. via grouping) and to track and manage Customer’s own billing of MSP End Users, and that Absolute will not provide Customer with any breakdown for billing purposes. Customer has no authority, and will not represent that it has the authority, to legally bind Absolute to any agreement with any MSP End User. Absolute will have no obligation to pay Customer for any amounts that Customer may be obligated to refund or otherwise pay to any MSP End User as a result of any suspension, termination or deactivation of the Deployment Account, Customer’s access to the applicable Secure Endpoint Product or the Agreement, and Customer agrees to indemnify, defend and save harmless Absolute and its Affiliates from any claims, actions, liabilities or proceedings brought by any MSP End User against Absolute or its Affiliates arising from or in connection with any such Absolute’s suspension, termination or deactivation.
9. Relationship With RMM Platform Provider. Customer acknowledges that Absolute is not a party to any agreement between Customer and any RMM Platform provider, whether relating to the RMM Platform or otherwise, and Absolute will have no liability to Customer in connection with any such agreement or in connection with Customer’s use of any RMM Platform or any other products or services purchased from or accessed through any RMM Platform or any RMM Platform provider. In addition, Customer will not bring any claim, action or proceeding against any RMM Platform provider for any losses or damages that may arise out of or in connection with Customer’s use of the applicable Secure Endpoint Product. For greater certainty, Customer acknowledges that its use of and Absolute’s provision of the applicable Secure Endpoint Product will be governed solely by the terms of the Agreement (including this Addendum and the Secure Endpoint Products Addendum). Absolute makes no representation or guarantee to Customer that any Secure Endpoint Products, or any modules or features of any Secure Endpoint Product, will remain available through any RMM Platform, and Absolute reserves the right at any time to modify or remove any Secure Endpoint Products, or any modules or features of any Secure Endpoint Product, from any RMM Platform at any time without notice or liability.
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