Partner Terms of Service
PLEASE READ THESE TERMS CAREFULLY BEFORE PROCEEDING
These Partner Terms of Service ("Partner Terms") set out the terms on which Pistachio AS ("Pistachio") makes the Partner Platform available to you and your organization ("Partner", "you") for the purpose of distributing and selling our Products. By clicking to accept, signing an order form (or similar type of Special Arrangement) referencing these Partner Terms, or by accessing the Partner Platform, you confirm you have read and understood these terms and are accepting them on behalf of your organization. If you have any questions before accepting, please reach out to us — we are happy to help.
1. PARTIES
These Partner Terms are entered into between Pistachio AS, a company registered in Norway (reg. no. 929 575 717), with its registered address at Sandakerveien 114A, 0484 Oslo, Norway ("Pistachio"), and the entity accepting these Partner Terms to distribute or resell Pistachio's Products ("Partner"), together with Pistachio referred to as the "Parties" and each a "Party".
2. DEFINITIONS
In these Partner Terms, the following capitalized terms have the meanings given below:
| Term | Definition |
|---|---|
| "Confidential Information" | Any information one Party shares with the other that is marked confidential or that a reasonable person would treat as confidential, including pricing, product roadmaps, customer lists, and platform content. It does not include information that: (i) is or becomes publicly available other than through a breach of these Partner Terms; (ii) was already known to the receiving Party at the time of disclosure; (iii) is lawfully received from a third party without restriction; (iv) is independently developed by the receiving Party without reliance on the disclosing Party's information; or (v) must be disclosed by applicable law or court order. |
| "Customer" | A company that purchases or obtains access to the Pistachio Platform through the Partner for the purpose of using Pistachio's Products for its own internal business purposes, and not for distribution or further resale. For the avoidance of doubt, if a Partner uses the Products for its own internal business purposes, such Partner is deemed to act in the capacity as Customer under these Partner Terms. |
| "Customer Terms" | Pistachio's general Customer terms for use of our Products, as updated from time to time and available at pistachioapp.com/terms-of-service, and which each Customer is required to accept prior to accessing the Pistachio Platform. If a Partner uses the Products in its own business operations, such Partner by its acceptance of these Partner Terms accepts the Customer Terms in capacity as Customer. |
| "Intellectual Property Rights" | All intellectual property rights worldwide, whether registered or unregistered, including patents, copyright, trademarks, service marks, trade secrets, database rights, design rights, and know-how. |
| "Partner" | The company or legal entity that has accepted these Partner Terms to participate in Pistachio's channel program in one or more of the following roles, as confirmed on the Partner Platform or in Special Arrangements: (i) Distributor: a Partner that purchases the Products directly from Pistachio to on-sell to Resellers and/or Customers; (ii) Reseller: a Partner appointed by Pistachio or a Distributor to sell the Products to Customers or sub-resellers; (iii) Sub-reseller: a Partner to which a reseller has granted the right to sell the Products to Customers or further sub-resellers. |
| "Partner Platform" | The online portal provided by Pistachio through which Partners manage Customers and Sub-Partners, administer licenses, and carry out their rights and responsibilities under these Partner Terms. |
| "Pistachio Platform" | Pistachio's cloud platform through which the Products are made available to Customers and their licensed users. |
| "Practice" | Pistachio's automated cybersecurity awareness training software. |
| "Presence" | Pistachio's AI-driven insider threat detection tool. |
| "Privacy Law" | All data protection and privacy laws applicable to the processing of personal data under or in connection with these Partner Terms, including: (i) Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to processing of personal data and on the free movement of such data ("GDPR"); (ii) the GDPR as retained in UK law under the European Union (Withdrawal) Act 2018 and supplemented by the Data Protection Act 2018 ("UK GDPR"); and (iii) any national or state-level data protection or privacy law applicable to the processing of personal data under or in connection with these Partner Terms, regardless of whether that obligation arises from the Partner's own jurisdiction, the location of its Customers or their licensed users. |
| "Products" | The Pistachio Platform, including Practice, Presence, and any other features and products made available through the Pistachio Platform from time to time. |
| "Signing Date" | The date on which the Partner signed an agreement or Special Arrangement with Pistachio referencing these Partner Terms. Where the Partner acts as a Sub-Partner, the Signing Date is the date on which the Sub-Partner signed or accepted the relevant agreement with the appointing Partner. |
| "Special Arrangements" | Any written addendum to the Order Form, or separate agreement signed with the Partner, supplementing or amending these Partner Terms. |
| "Sub-Partner" | Any reseller or sub-reseller with whom a Partner has entered into a downstream agreement for the distribution or resale of the Products, whether appointed directly by the Partner or through a chain of sub-appointment. |
3. PARTNER APPOINTMENT
3.1 Non-exclusive appointment. Subject to these Partner Terms, Pistachio appoints the Partner on a non-exclusive basis to market, distribute, and (where applicable) resell or sub-resell the Product(s) enabled for its account to Customers and other Partners. This appointment does not restrict Pistachio from appointing other Partners or selling directly to customers in any geography or market.
3.2 Partner type. A Partner may act as a direct contracting partner with Pistachio, as a Sub-Partner, or both. These Partner Terms apply in full regardless of which capacity the Partner operates in. Each Partner's type is confirmed on the Partner Platform or in any relevant Special Arrangements.
3.3 Independent contractor. The Partner is an independent contractor. It is not Pistachio's agent, employee, joint venture partner, or legal representative, and has no authority to make commitments, sign contracts, or incur liabilities on Pistachio's behalf without Pistachio's prior written consent. The Partner may not present itself as part of Pistachio or imply that it acts as Pistachio's representative, other than as expressly permitted under these Partner Terms.
3.4 Authority to accept. The Partner represents and warrants that it is a duly formed legal entity in good standing under the laws of its jurisdiction, with full power and authority to enter into and perform these Partner Terms. The individual accepting these Partner Terms on behalf of the Partner confirms they are personally authorized to do so, and that entering into these Partner Terms does not breach any other agreement or applicable law. Pistachio reserves the right to refuse or withdraw access to the Partner Platform where it cannot verify the Partner's identity, or where it has reasonable grounds to believe that granting or continuing access would create a legal, reputational, or security risk.
3.5 Products and service scope. The Products available to the Partner will depend on its type and any applicable Special Arrangements; the Partner may only market, distribute, or (re)sell those Products expressly enabled for its account on the Partner Platform or confirmed in Special Arrangements. Pistachio reserves the right to modify, add, or discontinue any Product at any time, and will provide reasonable notice of any change that materially affects the Partner's distribution rights, provided that no such change will diminish the service level, features, or performance already contracted with existing Customers for the duration of their active subscription.
4. SUB-PARTNERS
4.1 Sub-Partner engagement. A Partner may enter into agreement with one or more Sub-Partners to sell the Product(s) enabled for its account to new Customers. Any Sub-Partner so engaged is itself a Partner under these Partner Terms and accepts and is bound by these Partner Terms.
5.2 Partner liability. A Partner remains directly and fully responsible to Pistachio for: (a) its own compliance with these Partner Terms; and (b) the acts and omissions of any Sub-Partners it appoints, as if those acts and omissions were its own.
5. PARTNER PLATFORM ACCESS
5.1 License grant. Pistachio grants the Partner a limited, non-exclusive, non-transferable, revocable right to access and use the Partner Platform solely to manage Customers and Sub-Partners, administer licenses, and perform its obligations under these Partner Terms.
5.2 Availability. Pistachio takes reasonable steps to keep the Partner Platform available, secure, and free from harmful components, and to correct major defects in a timely manner. Pistachio may carry out planned or emergency maintenance at any time with endeavour to minimise disruption.
5.4 Prohibited conduct. The Partner must not, and must ensure no one acting under its account will:
- use the Partner Platform unlawfully or in a way that infringes any third party's rights;
- probe, test, or attempt to bypass any security mechanism or access control on the Partner Platform;
- reverse engineer, decompile, or attempt to derive source code from the Partner Platform;
- use the Partner Platform to build, train, or calibrate a competing product or AI model;
- remove or alter any branding, copyright notices, or proprietary labels on the Partner Platform; or
- upload or transmit any unlawful, false or misleading, or infringing content to the Partner Platform.
5.5 Account security. The Partner is solely responsible for the security of its account credentials and for all activity under its account. The Partner must notify Pistachio immediately upon becoming aware of any unauthorized access or suspected account breach.
5.6 Platform data use. Pistachio may use data processed through the Partner Platform and the Pistachio Platform: (i) to provide and administer the Services under these Partner Terms; (ii) for purposes closely related to service delivery, including analytics, troubleshooting, security monitoring, and service improvement; and (iii) in aggregated and anonymized form, for benchmarking and product development, provided such use cannot identify the Partner, any Customer or its individual licensed users. The Partner warrants that it has obtained all authorizations required under applicable law before sharing any personal data with Pistachio in connection with these Partner Terms.
6. FEES AND INVOICING
6.1 Fee responsibility. The Partner is responsible for all fees arising from licenses activated through its account at the rates shown on the Partner Platform or as agreed in Special Arrangements. Where Special Arrangements have been entered into, the commercial terms of such, including pricing, billing model, payment terms, and any agreed deviations from these Partner Terms, shall take precedence over the corresponding provisions of these Partner Terms.
6.2 License models. The following billing models apply, as specified on the Partner Platform or in Special Arrangements:
- Annual Bulk Model: The Partner pays upfront for a fixed pool of licenses for one or more contract years at an agreed price. Licenses in the pool are non-refundable. If usage exceeds the pool, additional seats are billed monthly at the rates shown on the Partner Platform.
- Monthly Per-Seat Model: The Partner is invoiced monthly in arrears for the higher of: (a) actual licenses in use on the last day of that month; or (b) a minimum of 500 licenses.
Absent Special Arrangements, the Monthly Per-Seat Model applies for any Partner.
6.3 Free ramp-up period. No license fees are charged during the ramp-up period following the Signing Date, being three (3) months unless otherwise agreed in the Order Form or Special Arrangements.
6.4 Invoicing. On the Monthly Per-Seat Model, Pistachio invoices monthly in arrears. On the Annual Bulk Model, Pistachio invoices upfront for the full pool, with overages invoiced monthly. Each invoice will state the number of licenses, unit price, and total due.
6.5 Payment terms. Payment is due within 14 days of the invoice date.
6.6 VAT and taxes. All amounts are exclusive of VAT or equivalent taxes. Norwegian VAT applies to Partners registered in Norway; Partners registered outside Norway are not charged VAT by Pistachio but are responsible for any applicable VAT or equivalent taxes in their own jurisdiction.
6.7 Late payment. If the Partner fails to pay any undisputed amount by the due date, Pistachio may: (i) charge interest on the overdue amount at a rate of 2% per month (or the maximum rate permitted by applicable law, whichever is lower) and (ii) suspend the Partner's access to the Partner Platform on written notice until all outstanding amounts are settled.
6.8 Price changes. Pistachio may update its pricing at any time on at least two (2) months' prior written notice. Updated pricing applies to renewals, new pools, and overage licenses from the effective date of such purchases. Price changes do not apply where the Order Form or Special Arrangements expressly fix or cap the applicable price for a given period, and do not affect any Annual Bulk Model pool already purchased.
6.9 Invoice disputes. If the Partner believes an invoice is incorrect, it must notify Pistachio in writing within 14 days of receipt. Where the invoice contains an obvious error, such as a wrong amount or duplicate charge, the Partner may raise this at any time regardless of the 14-day window. Undisputed amounts remain due by the original date.
6.10 Downstream risk and non-activated licenses. The Partner is free to set its own pricing and invoicing arrangements with its Customers and Sub-Partners, subject to clause 11.3 (minimum pricing). Regardless of any such downstream arrangements, the Partner remains fully liable to Pistachio for all fees arising under these Partner Terms, including where a Sub-Partner invoices Customers directly. Pistachio will not intervene in any commercial disputes or risks arising from downstream pricing, credit risk, or invoicing arrangements, and will invoice the Partner for all licenses provisioned under its account, whether activated or not, regardless of whether the Partner has collected payment from its Customers or Sub-Partners.
7. INTELLECTUAL PROPERTY
7.1 Ownership. Pistachio owns, or is duly licensed to use, all Intellectual Property Rights in the Pistachio Platform and the Partner Platform, including all trademarks, trade names, logos, and other brand identifiers associated with the Products, Pistachio, and its subsidiaries. The Partner acknowledges Pistachio's exclusive right, title, and interest in those rights and must not take any action that impairs or challenges them. Nothing in these Partner Terms transfers any ownership of intellectual property to the Partner. Any domain registrations that include or reference Pistachio's name or brand require Pistachio's prior written consent.
7.2 Brand assets. Pistachio will make marketing materials available through the Partner Platform. The Partner may use these solely to promote the Products and only in line with Pistachio's then-current brand guidelines. In addition to the general restrictions in this clause, the Partner must not use Pistachio's trademarks, trade names, or logos: (i) in a misleading, false, or disparaging manner; (ii) outside the scope of these Partner Terms; (iii) in a way that implies Pistachio endorses, sponsors, or approves of the Partner's own products or services beyond what is expressly described in these Partner Terms; or (iv) in connection with any unlawful, indecent, or otherwise harmful purpose.
7.3 Expiry of brand license. Upon termination or expiry of these Partner Terms, the Partner's right to use Pistachio's brand assets ceases immediately.
7.4 Infringement notification. The Partner must promptly notify Pistachio of any actual or threatened infringement of Pistachio's Intellectual Property Rights that comes to its attention.
8. CONFIDENTIALITY
8.1 Obligation of confidence. Each Party will hold the other Party's Confidential Information in strict confidence and will not disclose it to third parties without the disclosing Party's prior written consent unless required to do so by law or court order.
8.2 Permitted disclosure. The Partner may share Pistachio's Confidential Information with its employees, contractors, and professional advisers who need to know it to perform these Partner Terms, provided those individuals are bound by confidentiality obligations at least as protective as those in these Partner Terms. The Partner is responsible for any breach by such individuals.
8.3 Return or destruction. On termination, each Party must promptly return or securely destroy the other Party's Confidential Information and confirm in writing on request.
9. DATA PROTECTION
9.1 Pistachio as processor. Where Pistachio processes personal data on behalf of the Partner, for example where the Partner uses the Pistachio Platform itself as a Customer, or where data of the Customer and/or its licensed users flows through the Pistachio Platform as part of the Partner's Customer relationships, Pistachio acts as a data processor. In such cases, unless the Parties have entered into a separate Data Processing Agreement, Pistachio's standard Data Processing Agreement (DPA) applies, available at pistachioapp.com/data-processing-agreement.
9.2 Pistachio as controller. Pistachio processes personal data of the Partner's authorized contacts for its own business purposes as an independent data controller, including for billing, account management, security, analytics, and legal compliance.
9.3 Privacy Notice. Details of how Pistachio collects, uses, and protects personal data are set out in Pistachio's Privacy Notice, available at pistachioapp.com/privacy-notice.
9.4 Security Measures. Pistachio is ISO/IEC 27001 certified and strives to take appropriate and commercially reasonable technical and organizational measures to protect against unauthorized or unlawful processing of any personal data provided by the Partner, and against accidental loss, destruction, or damage of such data.
9.5 Partner's obligations. The Partner must not share more personal data with Pistachio than is necessary for the purposes of these Partner Terms, and is responsible for ensuring it has a valid lawful basis for doing so under Privacy Law.
9.6 Breach notification. If either Party becomes aware of a personal data breach affecting the other Party's data, it must notify the other Party promptly (and within the timeframe required by applicable law) and cooperate in responding to and mitigating the breach.
9.7 Partner security obligations. The Partner must implement and maintain appropriate technical and organizational measures to protect any personal data it processes in connection with these Partner Terms against unauthorized or unlawful access, use, disclosure, alteration, or destruction, and against accidental loss or damage. The Partner must not store personal data beyond the period necessary for the purposes for which it was collected or as required by Privacy Law.
10. CUSTOMER TERMS AND COMPLIANCE
10.1 Customer acceptance. Before any Customer is granted access to the Pistachio Platform, that Customer must accept the Customer Terms. The Partner is solely responsible for ensuring that each Customer accepts the Customer Terms before accessing the Pistachio Platform, and must reference those terms in its Customer agreements. Failure to do so constitutes a breach of these Partner Terms, and the Partner shall be liable to Pistachio for any losses arising from a Customer's non-acceptance.
10.2 Downstream contracts. Any agreement the Partner enters into with a Sub-Partner must restrict use of the Pistachio Platform to what is permitted under these Partner Terms, and must reference these Partner Terms.
10.3 Updates to Customer Terms. The Partner is responsible for notifying its Customers of any material changes to the Customer Terms and ensuring they accept updated terms as required.
10.4 Presence notification requirements. Presence is subject to data protection and employment laws that vary by jurisdiction. Where the Partner distributes or enables access to Presence, whether directly to a Customer or through a Sub-Partner, the Partner shall ensure the Customer is informed of the requirement to notify employees that monitoring is taking place and, as applicable, the potential requirement to consult employee representatives or works councils in some jurisdictions. Pistachio's customer success team is here to guide Customers on notification requirements and can assist the Customer with communication drafting. Where the Partner has failed to discharge its obligations under this clause, liability for any resulting claim rests with the Partner.
11. COMPLIANCE AND CONDUCT
11.1 Bundling. Where the Partner bundles the Products with other products or services, it must not present or position the Products as secondary, incidental, or subordinate.
11.2 No over-promising. The Partner must not misrepresent the features, functionality, or capabilities of the Products. Any statements to Customers or Sub-Partners beyond Pistachio's published documentation are made entirely at the Partner's own risk.
11.3 Minimum pricing. The Partner must not offer discounts or promotional pricing below any minimum pricing guidelines communicated by Pistachio from time to time.
11.4 Legal and ethical compliance. The Partner must comply with all applicable laws and regulations in carrying out its activities under these Partner Terms.
11.5 Export controls and sanctions. The Products are subject to export control and sanctions laws, including those of Norway, the EU, and the United States. The Partner must not use, export, re-export, transfer, or disclose any part of the Products in violation of those laws, and represents that it is not located in, and will not access the Products from, any sanctioned country or territory (including Cuba, Iran, North Korea, Russia, Syria, and sanctioned regions of Ukraine), and that it is not owned or controlled by anyone on any sanctions list. These restrictions extend to the Partner's Customers, Sub-Partners, and their licensed users.
11.6 Anti-bribery, anti-money laundering, and anti-corruption laws. The Partner maintains a zero-tolerance approach to bribery and corruption. Offering, giving, soliciting, or accepting any improper advantage (monetary or otherwise) to influence business decisions is strictly prohibited. Any gifts, hospitality, or entertainment provided or received in connection with Pistachio's business must be modest, transparent, and not intended to create undue influence.
11.7 Human rights and labor standards. The Partner rejects all forms of modern slavery, forced labor, human trafficking, child labor, and compulsory labor. Workers engaged by the Partner must be free to leave employment, retain their own identity documents, and receive fair and lawful wages without unlawful deductions.
11.8 Conduct and culture. Pistachio is committed to fair, inclusive, and respectful dealings with everyone it works with, and expects its Partners to uphold the same standard. In all activities connected to these Partner Terms, each Party undertakes to treat all people with dignity and respect, regardless of race, ethnicity, gender, gender identity, sexual orientation, age, disability, religion, socioeconomic background, or any other characteristic. Neither Party shall engage in, encourage, or tolerate harassment, bullying, intimidation, or discrimination in any form.
11.9 Good faith. Each Party undertakes to act honestly, transparently, and in good faith in all dealings related to the Products and these Partner Terms, including by having due regard to the other Party's legitimate interests and promptly raising any concerns or issues.
12. LIMITATION OF LIABILITY
12.1 Platform warranty disclaimer. Except as expressly stated in these Partner Terms, the Pistachio Platform is provided "as is" and "as available". To the fullest extent permitted by applicable law, Pistachio makes no warranties, express or implied, regarding the Pistachio Platform, including any warranty of merchantability, fitness for a particular purpose, non-infringement, or uninterrupted or error-free operation.
12.2 Exclusion of indirect loss. Neither Party will be liable to the other for any indirect, consequential, special, or punitive losses, including loss of profit, revenue, data, business, goodwill, or opportunity.
12.3 Aggregate cap. Subject to clauses 12.1 and 12.2, each Party's total aggregate liability under or in connection with these Partner Terms (whether in contract, tort including negligence, or otherwise) is capped at the total fees paid or payable by the Partner to Pistachio in the 12-month period immediately preceding the event giving rise to the claim.
13. INDEMNIFICATION
13.1 Partner indemnity. The Partner agrees to indemnify, defend, and hold harmless Pistachio and its directors, officers, employees, and agents from and against any third-party claims, losses, damages, costs, and reasonable legal fees arising from the Partner's breach of these Partner Terms, misrepresentations made by it to Customers or Sub-Partners about the Products, the Partner's negligence or willful misconduct or other claims arising from the Partner's acts or omissions.
13.2 Pistachio IP indemnity. Pistachio agrees to defend and indemnify the Partner against any third-party claim that the Pistachio Platform, when used in accordance with these Partner Terms, infringes a third party's Intellectual Property Rights, provided that the Partner gives Pistachio prompt written notice of the claim and grants Pistachio sole control of the defense and settlement. The IP indemnity does not apply where the alleged infringement results from modifications to the Pistachio Platform made by or on behalf of the Partner, combination of the Pistachio Platform with third-party products, services, or data not provided by Pistachio, or use of the Pistachio Platform in a manner not permitted by these Partner Terms.
14. TERM AND TERMINATION
14.1 Term. This Agreement commences on the Signing Date and continues indefinitely until terminated in accordance with this section.
14.2 Termination for convenience. Either Party may terminate these Partner Terms for any reason by giving written notice. Such notice must be given by email to any representative of the other Party and is effective upon receipt. For Partners on the Monthly Per-Seat Model, termination takes effect at the end of the current invoicing month in which notice is received; for all other Partners, termination takes effect immediately on receipt, unless a later date is stated in either case. Notwithstanding termination, where a Partner has purchased an Annual Bulk Model pool for one or more contracted years, termination does not release either Party from obligations arising in respect of that pool, including the Partner's obligation to pay for licenses already purchased and Pistachio's obligation to make the Products available to existing Customers under active subscriptions for said contracted period.
14.3 Suspension. Pistachio may suspend the Partner's access to the Partner Platform immediately on written notice if Pistachio reasonably believes: (i) the Partner is in material breach of these Partner Terms; (ii) continued access poses a risk to the security, integrity, or availability of the Pistachio Platform or the data of any Customer or any its licensed users; or (iii) the Partner is engaged in conduct that may expose Pistachio to legal liability. Pistachio will notify the Partner of the reasons for any suspension and will lift the suspension promptly once the relevant circumstances have been remedied or resolved to Pistachio's reasonable satisfaction. Suspension does not limit Pistachio's right to terminate under clause 14.4.
14.4 Termination for cause. Either Party may terminate these Partner Terms immediately by written notice if (i) the other Party materially breaches these Partner Terms and, where the breach is capable of remedy, fails to remedy it within 30 days of receiving written notice specifying the breach, (ii) the other Party becomes insolvent, makes an arrangement with creditors, is subject to a formal insolvency process, or ceases to carry on business, or (iii) the other Party engages in fraud, wilful misconduct, or conduct that brings the terminating Party's brand or reputation into serious disrepute.
14.5 Consequences. Upon the effective date of termination, the Partner's access to the Partner Platform ceases immediately and all Customers and Sub-Partners under the Partner's account also lose access (Partner is responsible for communicating this to them in advance where possible). Pistachio will issue a final invoice for any outstanding amounts.
14.6 Survival. Termination does not affect rights or liabilities that have accrued before the termination date. The following sections survive termination: 2 (Definitions), 7 (Intellectual Property), 8 (Confidentiality), 9 (Data Protection), 12 (Limitation of Liability), 14.5 (Consequences of termination), 14.6 (Survival), and 15 (General Provisions).
15. GENERAL PROVISIONS
15.1 Governing law. This Agreement is governed by the laws of Norway.
15.2 Dispute resolution. The Parties will attempt to resolve any dispute in good faith. If a dispute is not resolved within 30 days of written notice, either Party may refer it to the Norwegian courts, with Oslo District Court (Oslo tingrett) as the court of first instance. Any negotiations or proceedings will be conducted in English. Notwithstanding the foregoing, Pistachio reserves the right to bring proceedings to recover unpaid fees, invoices, or other amounts owed by the Partner before: (i) the Norwegian courts; (ii) the courts of the country or jurisdiction in which the Partner has its registered or principal place of business; or (iii) any jurisdiction in which the Partner operates or holds assets.
15.3 Assignment. The Partner may not assign, transfer, sub-contract, or novate these Partner Terms or any of its rights or obligations without Pistachio's prior written consent. Pistachio may assign these Partner Terms without consent in connection with a merger, acquisition, or sale of all or substantially all of its business.
15.4 Amendments. Pistachio may amend these Partner Terms on two (2) months' prior written notice. The Partner's continued use of the Partner Platform after the notice period constitutes acceptance of the changes. If the Partner does not accept the changes, it must stop using the Partner Platform before the end of the notice period and notify Pistachio in writing.
15.5 Waiver. A failure or delay to exercise a right or remedy does not constitute a waiver. A waiver of one breach does not waive subsequent breaches.
15.6 Severability. If any provision of these Partner Terms is found invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or removed if modification is impossible. The remaining provisions continue in full force.
15.7 No partnership or agency. This Agreement does not create a partnership, joint venture, franchise, or employment relationship. Neither Party may bind the other.
15.8 Notices. Notices under these Partner Terms must be sent by email to the address each Party has on record. The Parties agree that electronic notices and communications sent in connection with these Partner Terms are valid and legally effective. Pistachio may also provide notices through the Partner Platform, which will be deemed received at the time they are made available in the Partner's account.
15.9 Force majeure. Neither Party is liable for any delay or failure in performance caused by circumstances beyond its reasonable control, including acts of God, natural disasters, pandemic, war, terrorism, civil unrest, government action, or failure of third-party infrastructure. The affected Party must notify the other promptly and use reasonable efforts to minimize the disruption. Payment obligations are not excused.
15.10 Entire agreement. This Agreement, together with any applicable Special Arrangements, constitutes the entire agreement between the Parties on its subject matter and supersedes all prior discussions and agreements relating to the same subject matter. Where there is any conflict between these Partner Terms and any Special Arrangements, the Special Arrangements prevail.
PLEASE READ THESE TERMS CAREFULLY BEFORE PROCEEDING
These Partner Terms of Service ("Partner Terms") set out the terms on which Pistachio AS ("Pistachio") makes the Partner Platform available to you and your organization ("Partner", "you") for the purpose of distributing and selling our Products. By clicking to accept, signing an order form (or similar type of Special Arrangement) referencing these Partner Terms, or by accessing the Partner Platform, you confirm you have read and understood these terms and are accepting them on behalf of your organization. If you have any questions before accepting, please reach out to us — we are happy to help.
1. PARTIES
These Partner Terms are entered into between Pistachio AS, a company registered in Norway (reg. no. 929 575 717), with its registered address at Sandakerveien 114A, 0484 Oslo, Norway ("Pistachio"), and the entity accepting these Partner Terms to distribute or resell Pistachio's Products ("Partner"), together with Pistachio referred to as the "Parties" and each a "Party".
2. DEFINITIONS
In these Partner Terms, the following capitalized terms have the meanings given below:
| Term | Definition |
|---|---|
| "Confidential Information" | Any information one Party shares with the other that is marked confidential or that a reasonable person would treat as confidential, including pricing, product roadmaps, customer lists, and platform content. It does not include information that: (i) is or becomes publicly available other than through a breach of these Partner Terms; (ii) was already known to the receiving Party at the time of disclosure; (iii) is lawfully received from a third party without restriction; (iv) is independently developed by the receiving Party without reliance on the disclosing Party's information; or (v) must be disclosed by applicable law or court order. |
| "Customer" | A company that purchases or obtains access to the Pistachio Platform through the Partner for the purpose of using Pistachio's Products for its own internal business purposes, and not for distribution or further resale. For the avoidance of doubt, if a Partner uses the Products for its own internal business purposes, such Partner is deemed to act in the capacity as Customer under these Partner Terms. |
| "Customer Terms" | Pistachio's general Customer terms for use of our Products, as updated from time to time and available at pistachioapp.com/terms-of-service, and which each Customer is required to accept prior to accessing the Pistachio Platform. If a Partner uses the Products in its own business operations, such Partner by its acceptance of these Partner Terms accepts the Customer Terms in capacity as Customer. |
| "Intellectual Property Rights" | All intellectual property rights worldwide, whether registered or unregistered, including patents, copyright, trademarks, service marks, trade secrets, database rights, design rights, and know-how. |
| "Partner" | The company or legal entity that has accepted these Partner Terms to participate in Pistachio's channel program in one or more of the following roles, as confirmed on the Partner Platform or in Special Arrangements: (i) Distributor: a Partner that purchases the Products directly from Pistachio to on-sell to Resellers and/or Customers; (ii) Reseller: a Partner appointed by Pistachio or a Distributor to sell the Products to Customers or sub-resellers; (iii) Sub-reseller: a Partner to which a reseller has granted the right to sell the Products to Customers or further sub-resellers. |
| "Partner Platform" | The online portal provided by Pistachio through which Partners manage Customers and Sub-Partners, administer licenses, and carry out their rights and responsibilities under these Partner Terms. |
| "Pistachio Platform" | Pistachio's cloud platform through which the Products are made available to Customers and their licensed users. |
| "Practice" | Pistachio's automated cybersecurity awareness training software. |
| "Presence" | Pistachio's AI-driven insider threat detection tool. |
| "Privacy Law" | All data protection and privacy laws applicable to the processing of personal data under or in connection with these Partner Terms, including: (i) Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to processing of personal data and on the free movement of such data ("GDPR"); (ii) the GDPR as retained in UK law under the European Union (Withdrawal) Act 2018 and supplemented by the Data Protection Act 2018 ("UK GDPR"); and (iii) any national or state-level data protection or privacy law applicable to the processing of personal data under or in connection with these Partner Terms, regardless of whether that obligation arises from the Partner's own jurisdiction, the location of its Customers or their licensed users. |
| "Products" | The Pistachio Platform, including Practice, Presence, and any other features and products made available through the Pistachio Platform from time to time. |
| "Signing Date" | The date on which the Partner signed an agreement or Special Arrangement with Pistachio referencing these Partner Terms. Where the Partner acts as a Sub-Partner, the Signing Date is the date on which the Sub-Partner signed or accepted the relevant agreement with the appointing Partner. |
| "Special Arrangements" | Any written addendum to the Order Form, or separate agreement signed with the Partner, supplementing or amending these Partner Terms. |
| "Sub-Partner" | Any reseller or sub-reseller with whom a Partner has entered into a downstream agreement for the distribution or resale of the Products, whether appointed directly by the Partner or through a chain of sub-appointment. |
3. PARTNER APPOINTMENT
3.1 Non-exclusive appointment. Subject to these Partner Terms, Pistachio appoints the Partner on a non-exclusive basis to market, distribute, and (where applicable) resell or sub-resell the Product(s) enabled for its account to Customers and other Partners. This appointment does not restrict Pistachio from appointing other Partners or selling directly to customers in any geography or market.
3.2 Partner type. A Partner may act as a direct contracting partner with Pistachio, as a Sub-Partner, or both. These Partner Terms apply in full regardless of which capacity the Partner operates in. Each Partner's type is confirmed on the Partner Platform or in any relevant Special Arrangements.
3.3 Independent contractor. The Partner is an independent contractor. It is not Pistachio's agent, employee, joint venture partner, or legal representative, and has no authority to make commitments, sign contracts, or incur liabilities on Pistachio's behalf without Pistachio's prior written consent. The Partner may not present itself as part of Pistachio or imply that it acts as Pistachio's representative, other than as expressly permitted under these Partner Terms.
3.4 Authority to accept. The Partner represents and warrants that it is a duly formed legal entity in good standing under the laws of its jurisdiction, with full power and authority to enter into and perform these Partner Terms. The individual accepting these Partner Terms on behalf of the Partner confirms they are personally authorized to do so, and that entering into these Partner Terms does not breach any other agreement or applicable law. Pistachio reserves the right to refuse or withdraw access to the Partner Platform where it cannot verify the Partner's identity, or where it has reasonable grounds to believe that granting or continuing access would create a legal, reputational, or security risk.
3.5 Products and service scope. The Products available to the Partner will depend on its type and any applicable Special Arrangements; the Partner may only market, distribute, or (re)sell those Products expressly enabled for its account on the Partner Platform or confirmed in Special Arrangements. Pistachio reserves the right to modify, add, or discontinue any Product at any time, and will provide reasonable notice of any change that materially affects the Partner's distribution rights, provided that no such change will diminish the service level, features, or performance already contracted with existing Customers for the duration of their active subscription.
4. SUB-PARTNERS
4.1 Sub-Partner engagement. A Partner may enter into agreement with one or more Sub-Partners to sell the Product(s) enabled for its account to new Customers. Any Sub-Partner so engaged is itself a Partner under these Partner Terms and accepts and is bound by these Partner Terms.
5.2 Partner liability. A Partner remains directly and fully responsible to Pistachio for: (a) its own compliance with these Partner Terms; and (b) the acts and omissions of any Sub-Partners it appoints, as if those acts and omissions were its own.
5. PARTNER PLATFORM ACCESS
5.1 License grant. Pistachio grants the Partner a limited, non-exclusive, non-transferable, revocable right to access and use the Partner Platform solely to manage Customers and Sub-Partners, administer licenses, and perform its obligations under these Partner Terms.
5.2 Availability. Pistachio takes reasonable steps to keep the Partner Platform available, secure, and free from harmful components, and to correct major defects in a timely manner. Pistachio may carry out planned or emergency maintenance at any time with endeavour to minimise disruption.
5.4 Prohibited conduct. The Partner must not, and must ensure no one acting under its account will:
- use the Partner Platform unlawfully or in a way that infringes any third party's rights;
- probe, test, or attempt to bypass any security mechanism or access control on the Partner Platform;
- reverse engineer, decompile, or attempt to derive source code from the Partner Platform;
- use the Partner Platform to build, train, or calibrate a competing product or AI model;
- remove or alter any branding, copyright notices, or proprietary labels on the Partner Platform; or
- upload or transmit any unlawful, false or misleading, or infringing content to the Partner Platform.
5.5 Account security. The Partner is solely responsible for the security of its account credentials and for all activity under its account. The Partner must notify Pistachio immediately upon becoming aware of any unauthorized access or suspected account breach.
5.6 Platform data use. Pistachio may use data processed through the Partner Platform and the Pistachio Platform: (i) to provide and administer the Services under these Partner Terms; (ii) for purposes closely related to service delivery, including analytics, troubleshooting, security monitoring, and service improvement; and (iii) in aggregated and anonymized form, for benchmarking and product development, provided such use cannot identify the Partner, any Customer or its individual licensed users. The Partner warrants that it has obtained all authorizations required under applicable law before sharing any personal data with Pistachio in connection with these Partner Terms.
6. FEES AND INVOICING
6.1 Fee responsibility. The Partner is responsible for all fees arising from licenses activated through its account at the rates shown on the Partner Platform or as agreed in Special Arrangements. Where Special Arrangements have been entered into, the commercial terms of such, including pricing, billing model, payment terms, and any agreed deviations from these Partner Terms, shall take precedence over the corresponding provisions of these Partner Terms.
6.2 License models. The following billing models apply, as specified on the Partner Platform or in Special Arrangements:
- Annual Bulk Model: The Partner pays upfront for a fixed pool of licenses for one or more contract years at an agreed price. Licenses in the pool are non-refundable. If usage exceeds the pool, additional seats are billed monthly at the rates shown on the Partner Platform.
- Monthly Per-Seat Model: The Partner is invoiced monthly in arrears for the higher of: (a) actual licenses in use on the last day of that month; or (b) a minimum of 500 licenses.
Absent Special Arrangements, the Monthly Per-Seat Model applies for any Partner.
6.3 Free ramp-up period. No license fees are charged during the ramp-up period following the Signing Date, being three (3) months unless otherwise agreed in the Order Form or Special Arrangements.
6.4 Invoicing. On the Monthly Per-Seat Model, Pistachio invoices monthly in arrears. On the Annual Bulk Model, Pistachio invoices upfront for the full pool, with overages invoiced monthly. Each invoice will state the number of licenses, unit price, and total due.
6.5 Payment terms. Payment is due within 14 days of the invoice date.
6.6 VAT and taxes. All amounts are exclusive of VAT or equivalent taxes. Norwegian VAT applies to Partners registered in Norway; Partners registered outside Norway are not charged VAT by Pistachio but are responsible for any applicable VAT or equivalent taxes in their own jurisdiction.
6.7 Late payment. If the Partner fails to pay any undisputed amount by the due date, Pistachio may: (i) charge interest on the overdue amount at a rate of 2% per month (or the maximum rate permitted by applicable law, whichever is lower) and (ii) suspend the Partner's access to the Partner Platform on written notice until all outstanding amounts are settled.
6.8 Price changes. Pistachio may update its pricing at any time on at least two (2) months' prior written notice. Updated pricing applies to renewals, new pools, and overage licenses from the effective date of such purchases. Price changes do not apply where the Order Form or Special Arrangements expressly fix or cap the applicable price for a given period, and do not affect any Annual Bulk Model pool already purchased.
6.9 Invoice disputes. If the Partner believes an invoice is incorrect, it must notify Pistachio in writing within 14 days of receipt. Where the invoice contains an obvious error, such as a wrong amount or duplicate charge, the Partner may raise this at any time regardless of the 14-day window. Undisputed amounts remain due by the original date.
6.10 Downstream risk and non-activated licenses. The Partner is free to set its own pricing and invoicing arrangements with its Customers and Sub-Partners, subject to clause 11.3 (minimum pricing). Regardless of any such downstream arrangements, the Partner remains fully liable to Pistachio for all fees arising under these Partner Terms, including where a Sub-Partner invoices Customers directly. Pistachio will not intervene in any commercial disputes or risks arising from downstream pricing, credit risk, or invoicing arrangements, and will invoice the Partner for all licenses provisioned under its account, whether activated or not, regardless of whether the Partner has collected payment from its Customers or Sub-Partners.
7. INTELLECTUAL PROPERTY
7.1 Ownership. Pistachio owns, or is duly licensed to use, all Intellectual Property Rights in the Pistachio Platform and the Partner Platform, including all trademarks, trade names, logos, and other brand identifiers associated with the Products, Pistachio, and its subsidiaries. The Partner acknowledges Pistachio's exclusive right, title, and interest in those rights and must not take any action that impairs or challenges them. Nothing in these Partner Terms transfers any ownership of intellectual property to the Partner. Any domain registrations that include or reference Pistachio's name or brand require Pistachio's prior written consent.
7.2 Brand assets. Pistachio will make marketing materials available through the Partner Platform. The Partner may use these solely to promote the Products and only in line with Pistachio's then-current brand guidelines. In addition to the general restrictions in this clause, the Partner must not use Pistachio's trademarks, trade names, or logos: (i) in a misleading, false, or disparaging manner; (ii) outside the scope of these Partner Terms; (iii) in a way that implies Pistachio endorses, sponsors, or approves of the Partner's own products or services beyond what is expressly described in these Partner Terms; or (iv) in connection with any unlawful, indecent, or otherwise harmful purpose.
7.3 Expiry of brand license. Upon termination or expiry of these Partner Terms, the Partner's right to use Pistachio's brand assets ceases immediately.
7.4 Infringement notification. The Partner must promptly notify Pistachio of any actual or threatened infringement of Pistachio's Intellectual Property Rights that comes to its attention.
8. CONFIDENTIALITY
8.1 Obligation of confidence. Each Party will hold the other Party's Confidential Information in strict confidence and will not disclose it to third parties without the disclosing Party's prior written consent unless required to do so by law or court order.
8.2 Permitted disclosure. The Partner may share Pistachio's Confidential Information with its employees, contractors, and professional advisers who need to know it to perform these Partner Terms, provided those individuals are bound by confidentiality obligations at least as protective as those in these Partner Terms. The Partner is responsible for any breach by such individuals.
8.3 Return or destruction. On termination, each Party must promptly return or securely destroy the other Party's Confidential Information and confirm in writing on request.
9. DATA PROTECTION
9.1 Pistachio as processor. Where Pistachio processes personal data on behalf of the Partner, for example where the Partner uses the Pistachio Platform itself as a Customer, or where data of the Customer and/or its licensed users flows through the Pistachio Platform as part of the Partner's Customer relationships, Pistachio acts as a data processor. In such cases, unless the Parties have entered into a separate Data Processing Agreement, Pistachio's standard Data Processing Agreement (DPA) applies, available at pistachioapp.com/data-processing-agreement.
9.2 Pistachio as controller. Pistachio processes personal data of the Partner's authorized contacts for its own business purposes as an independent data controller, including for billing, account management, security, analytics, and legal compliance.
9.3 Privacy Notice. Details of how Pistachio collects, uses, and protects personal data are set out in Pistachio's Privacy Notice, available at pistachioapp.com/privacy-notice.
9.4 Security Measures. Pistachio is ISO/IEC 27001 certified and strives to take appropriate and commercially reasonable technical and organizational measures to protect against unauthorized or unlawful processing of any personal data provided by the Partner, and against accidental loss, destruction, or damage of such data.
9.5 Partner's obligations. The Partner must not share more personal data with Pistachio than is necessary for the purposes of these Partner Terms, and is responsible for ensuring it has a valid lawful basis for doing so under Privacy Law.
9.6 Breach notification. If either Party becomes aware of a personal data breach affecting the other Party's data, it must notify the other Party promptly (and within the timeframe required by applicable law) and cooperate in responding to and mitigating the breach.
9.7 Partner security obligations. The Partner must implement and maintain appropriate technical and organizational measures to protect any personal data it processes in connection with these Partner Terms against unauthorized or unlawful access, use, disclosure, alteration, or destruction, and against accidental loss or damage. The Partner must not store personal data beyond the period necessary for the purposes for which it was collected or as required by Privacy Law.
10. CUSTOMER TERMS AND COMPLIANCE
10.1 Customer acceptance. Before any Customer is granted access to the Pistachio Platform, that Customer must accept the Customer Terms. The Partner is solely responsible for ensuring that each Customer accepts the Customer Terms before accessing the Pistachio Platform, and must reference those terms in its Customer agreements. Failure to do so constitutes a breach of these Partner Terms, and the Partner shall be liable to Pistachio for any losses arising from a Customer's non-acceptance.
10.2 Downstream contracts. Any agreement the Partner enters into with a Sub-Partner must restrict use of the Pistachio Platform to what is permitted under these Partner Terms, and must reference these Partner Terms.
10.3 Updates to Customer Terms. The Partner is responsible for notifying its Customers of any material changes to the Customer Terms and ensuring they accept updated terms as required.
10.4 Presence notification requirements. Presence is subject to data protection and employment laws that vary by jurisdiction. Where the Partner distributes or enables access to Presence, whether directly to a Customer or through a Sub-Partner, the Partner shall ensure the Customer is informed of the requirement to notify employees that monitoring is taking place and, as applicable, the potential requirement to consult employee representatives or works councils in some jurisdictions. Pistachio's customer success team is here to guide Customers on notification requirements and can assist the Customer with communication drafting. Where the Partner has failed to discharge its obligations under this clause, liability for any resulting claim rests with the Partner.
11. COMPLIANCE AND CONDUCT
11.1 Bundling. Where the Partner bundles the Products with other products or services, it must not present or position the Products as secondary, incidental, or subordinate.
11.2 No over-promising. The Partner must not misrepresent the features, functionality, or capabilities of the Products. Any statements to Customers or Sub-Partners beyond Pistachio's published documentation are made entirely at the Partner's own risk.
11.3 Minimum pricing. The Partner must not offer discounts or promotional pricing below any minimum pricing guidelines communicated by Pistachio from time to time.
11.4 Legal and ethical compliance. The Partner must comply with all applicable laws and regulations in carrying out its activities under these Partner Terms.
11.5 Export controls and sanctions. The Products are subject to export control and sanctions laws, including those of Norway, the EU, and the United States. The Partner must not use, export, re-export, transfer, or disclose any part of the Products in violation of those laws, and represents that it is not located in, and will not access the Products from, any sanctioned country or territory (including Cuba, Iran, North Korea, Russia, Syria, and sanctioned regions of Ukraine), and that it is not owned or controlled by anyone on any sanctions list. These restrictions extend to the Partner's Customers, Sub-Partners, and their licensed users.
11.6 Anti-bribery, anti-money laundering, and anti-corruption laws. The Partner maintains a zero-tolerance approach to bribery and corruption. Offering, giving, soliciting, or accepting any improper advantage (monetary or otherwise) to influence business decisions is strictly prohibited. Any gifts, hospitality, or entertainment provided or received in connection with Pistachio's business must be modest, transparent, and not intended to create undue influence.
11.7 Human rights and labor standards. The Partner rejects all forms of modern slavery, forced labor, human trafficking, child labor, and compulsory labor. Workers engaged by the Partner must be free to leave employment, retain their own identity documents, and receive fair and lawful wages without unlawful deductions.
11.8 Conduct and culture. Pistachio is committed to fair, inclusive, and respectful dealings with everyone it works with, and expects its Partners to uphold the same standard. In all activities connected to these Partner Terms, each Party undertakes to treat all people with dignity and respect, regardless of race, ethnicity, gender, gender identity, sexual orientation, age, disability, religion, socioeconomic background, or any other characteristic. Neither Party shall engage in, encourage, or tolerate harassment, bullying, intimidation, or discrimination in any form.
11.9 Good faith. Each Party undertakes to act honestly, transparently, and in good faith in all dealings related to the Products and these Partner Terms, including by having due regard to the other Party's legitimate interests and promptly raising any concerns or issues.
12. LIMITATION OF LIABILITY
12.1 Platform warranty disclaimer. Except as expressly stated in these Partner Terms, the Pistachio Platform is provided "as is" and "as available". To the fullest extent permitted by applicable law, Pistachio makes no warranties, express or implied, regarding the Pistachio Platform, including any warranty of merchantability, fitness for a particular purpose, non-infringement, or uninterrupted or error-free operation.
12.2 Exclusion of indirect loss. Neither Party will be liable to the other for any indirect, consequential, special, or punitive losses, including loss of profit, revenue, data, business, goodwill, or opportunity.
12.3 Aggregate cap. Subject to clauses 12.1 and 12.2, each Party's total aggregate liability under or in connection with these Partner Terms (whether in contract, tort including negligence, or otherwise) is capped at the total fees paid or payable by the Partner to Pistachio in the 12-month period immediately preceding the event giving rise to the claim.
13. INDEMNIFICATION
13.1 Partner indemnity. The Partner agrees to indemnify, defend, and hold harmless Pistachio and its directors, officers, employees, and agents from and against any third-party claims, losses, damages, costs, and reasonable legal fees arising from the Partner's breach of these Partner Terms, misrepresentations made by it to Customers or Sub-Partners about the Products, the Partner's negligence or willful misconduct or other claims arising from the Partner's acts or omissions.
13.2 Pistachio IP indemnity. Pistachio agrees to defend and indemnify the Partner against any third-party claim that the Pistachio Platform, when used in accordance with these Partner Terms, infringes a third party's Intellectual Property Rights, provided that the Partner gives Pistachio prompt written notice of the claim and grants Pistachio sole control of the defense and settlement. The IP indemnity does not apply where the alleged infringement results from modifications to the Pistachio Platform made by or on behalf of the Partner, combination of the Pistachio Platform with third-party products, services, or data not provided by Pistachio, or use of the Pistachio Platform in a manner not permitted by these Partner Terms.
14. TERM AND TERMINATION
14.1 Term. This Agreement commences on the Signing Date and continues indefinitely until terminated in accordance with this section.
14.2 Termination for convenience. Either Party may terminate these Partner Terms for any reason by giving written notice. Such notice must be given by email to any representative of the other Party and is effective upon receipt. For Partners on the Monthly Per-Seat Model, termination takes effect at the end of the current invoicing month in which notice is received; for all other Partners, termination takes effect immediately on receipt, unless a later date is stated in either case. Notwithstanding termination, where a Partner has purchased an Annual Bulk Model pool for one or more contracted years, termination does not release either Party from obligations arising in respect of that pool, including the Partner's obligation to pay for licenses already purchased and Pistachio's obligation to make the Products available to existing Customers under active subscriptions for said contracted period.
14.3 Suspension. Pistachio may suspend the Partner's access to the Partner Platform immediately on written notice if Pistachio reasonably believes: (i) the Partner is in material breach of these Partner Terms; (ii) continued access poses a risk to the security, integrity, or availability of the Pistachio Platform or the data of any Customer or any its licensed users; or (iii) the Partner is engaged in conduct that may expose Pistachio to legal liability. Pistachio will notify the Partner of the reasons for any suspension and will lift the suspension promptly once the relevant circumstances have been remedied or resolved to Pistachio's reasonable satisfaction. Suspension does not limit Pistachio's right to terminate under clause 14.4.
14.4 Termination for cause. Either Party may terminate these Partner Terms immediately by written notice if (i) the other Party materially breaches these Partner Terms and, where the breach is capable of remedy, fails to remedy it within 30 days of receiving written notice specifying the breach, (ii) the other Party becomes insolvent, makes an arrangement with creditors, is subject to a formal insolvency process, or ceases to carry on business, or (iii) the other Party engages in fraud, wilful misconduct, or conduct that brings the terminating Party's brand or reputation into serious disrepute.
14.5 Consequences. Upon the effective date of termination, the Partner's access to the Partner Platform ceases immediately and all Customers and Sub-Partners under the Partner's account also lose access (Partner is responsible for communicating this to them in advance where possible). Pistachio will issue a final invoice for any outstanding amounts.
14.6 Survival. Termination does not affect rights or liabilities that have accrued before the termination date. The following sections survive termination: 2 (Definitions), 7 (Intellectual Property), 8 (Confidentiality), 9 (Data Protection), 12 (Limitation of Liability), 14.5 (Consequences of termination), 14.6 (Survival), and 15 (General Provisions).
15. GENERAL PROVISIONS
15.1 Governing law. This Agreement is governed by the laws of Norway.
15.2 Dispute resolution. The Parties will attempt to resolve any dispute in good faith. If a dispute is not resolved within 30 days of written notice, either Party may refer it to the Norwegian courts, with Oslo District Court (Oslo tingrett) as the court of first instance. Any negotiations or proceedings will be conducted in English. Notwithstanding the foregoing, Pistachio reserves the right to bring proceedings to recover unpaid fees, invoices, or other amounts owed by the Partner before: (i) the Norwegian courts; (ii) the courts of the country or jurisdiction in which the Partner has its registered or principal place of business; or (iii) any jurisdiction in which the Partner operates or holds assets.
15.3 Assignment. The Partner may not assign, transfer, sub-contract, or novate these Partner Terms or any of its rights or obligations without Pistachio's prior written consent. Pistachio may assign these Partner Terms without consent in connection with a merger, acquisition, or sale of all or substantially all of its business.
15.4 Amendments. Pistachio may amend these Partner Terms on two (2) months' prior written notice. The Partner's continued use of the Partner Platform after the notice period constitutes acceptance of the changes. If the Partner does not accept the changes, it must stop using the Partner Platform before the end of the notice period and notify Pistachio in writing.
15.5 Waiver. A failure or delay to exercise a right or remedy does not constitute a waiver. A waiver of one breach does not waive subsequent breaches.
15.6 Severability. If any provision of these Partner Terms is found invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or removed if modification is impossible. The remaining provisions continue in full force.
15.7 No partnership or agency. This Agreement does not create a partnership, joint venture, franchise, or employment relationship. Neither Party may bind the other.
15.8 Notices. Notices under these Partner Terms must be sent by email to the address each Party has on record. The Parties agree that electronic notices and communications sent in connection with these Partner Terms are valid and legally effective. Pistachio may also provide notices through the Partner Platform, which will be deemed received at the time they are made available in the Partner's account.
15.9 Force majeure. Neither Party is liable for any delay or failure in performance caused by circumstances beyond its reasonable control, including acts of God, natural disasters, pandemic, war, terrorism, civil unrest, government action, or failure of third-party infrastructure. The affected Party must notify the other promptly and use reasonable efforts to minimize the disruption. Payment obligations are not excused.
15.10 Entire agreement. This Agreement, together with any applicable Special Arrangements, constitutes the entire agreement between the Parties on its subject matter and supersedes all prior discussions and agreements relating to the same subject matter. Where there is any conflict between these Partner Terms and any Special Arrangements, the Special Arrangements prevail.
PLEASE READ THESE TERMS CAREFULLY BEFORE PROCEEDING
These Partner Terms of Service ("Partner Terms") set out the terms on which Pistachio AS ("Pistachio") makes the Partner Platform available to you and your organization ("Partner", "you") for the purpose of distributing and selling our Products. By clicking to accept, signing an order form (or similar type of Special Arrangement) referencing these Partner Terms, or by accessing the Partner Platform, you confirm you have read and understood these terms and are accepting them on behalf of your organization. If you have any questions before accepting, please reach out to us — we are happy to help.
1. PARTIES
These Partner Terms are entered into between Pistachio AS, a company registered in Norway (reg. no. 929 575 717), with its registered address at Sandakerveien 114A, 0484 Oslo, Norway ("Pistachio"), and the entity accepting these Partner Terms to distribute or resell Pistachio's Products ("Partner"), together with Pistachio referred to as the "Parties" and each a "Party".
2. DEFINITIONS
In these Partner Terms, the following capitalized terms have the meanings given below:
| Term | Definition |
|---|---|
| "Confidential Information" | Any information one Party shares with the other that is marked confidential or that a reasonable person would treat as confidential, including pricing, product roadmaps, customer lists, and platform content. It does not include information that: (i) is or becomes publicly available other than through a breach of these Partner Terms; (ii) was already known to the receiving Party at the time of disclosure; (iii) is lawfully received from a third party without restriction; (iv) is independently developed by the receiving Party without reliance on the disclosing Party's information; or (v) must be disclosed by applicable law or court order. |
| "Customer" | A company that purchases or obtains access to the Pistachio Platform through the Partner for the purpose of using Pistachio's Products for its own internal business purposes, and not for distribution or further resale. For the avoidance of doubt, if a Partner uses the Products for its own internal business purposes, such Partner is deemed to act in the capacity as Customer under these Partner Terms. |
| "Customer Terms" | Pistachio's general Customer terms for use of our Products, as updated from time to time and available at pistachioapp.com/terms-of-service, and which each Customer is required to accept prior to accessing the Pistachio Platform. If a Partner uses the Products in its own business operations, such Partner by its acceptance of these Partner Terms accepts the Customer Terms in capacity as Customer. |
| "Intellectual Property Rights" | All intellectual property rights worldwide, whether registered or unregistered, including patents, copyright, trademarks, service marks, trade secrets, database rights, design rights, and know-how. |
| "Partner" | The company or legal entity that has accepted these Partner Terms to participate in Pistachio's channel program in one or more of the following roles, as confirmed on the Partner Platform or in Special Arrangements: (i) Distributor: a Partner that purchases the Products directly from Pistachio to on-sell to Resellers and/or Customers; (ii) Reseller: a Partner appointed by Pistachio or a Distributor to sell the Products to Customers or sub-resellers; (iii) Sub-reseller: a Partner to which a reseller has granted the right to sell the Products to Customers or further sub-resellers. |
| "Partner Platform" | The online portal provided by Pistachio through which Partners manage Customers and Sub-Partners, administer licenses, and carry out their rights and responsibilities under these Partner Terms. |
| "Pistachio Platform" | Pistachio's cloud platform through which the Products are made available to Customers and their licensed users. |
| "Practice" | Pistachio's automated cybersecurity awareness training software. |
| "Presence" | Pistachio's AI-driven insider threat detection tool. |
| "Privacy Law" | All data protection and privacy laws applicable to the processing of personal data under or in connection with these Partner Terms, including: (i) Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to processing of personal data and on the free movement of such data ("GDPR"); (ii) the GDPR as retained in UK law under the European Union (Withdrawal) Act 2018 and supplemented by the Data Protection Act 2018 ("UK GDPR"); and (iii) any national or state-level data protection or privacy law applicable to the processing of personal data under or in connection with these Partner Terms, regardless of whether that obligation arises from the Partner's own jurisdiction, the location of its Customers or their licensed users. |
| "Products" | The Pistachio Platform, including Practice, Presence, and any other features and products made available through the Pistachio Platform from time to time. |
| "Signing Date" | The date on which the Partner signed an agreement or Special Arrangement with Pistachio referencing these Partner Terms. Where the Partner acts as a Sub-Partner, the Signing Date is the date on which the Sub-Partner signed or accepted the relevant agreement with the appointing Partner. |
| "Special Arrangements" | Any written addendum to the Order Form, or separate agreement signed with the Partner, supplementing or amending these Partner Terms. |
| "Sub-Partner" | Any reseller or sub-reseller with whom a Partner has entered into a downstream agreement for the distribution or resale of the Products, whether appointed directly by the Partner or through a chain of sub-appointment. |
3. PARTNER APPOINTMENT
3.1 Non-exclusive appointment. Subject to these Partner Terms, Pistachio appoints the Partner on a non-exclusive basis to market, distribute, and (where applicable) resell or sub-resell the Product(s) enabled for its account to Customers and other Partners. This appointment does not restrict Pistachio from appointing other Partners or selling directly to customers in any geography or market.
3.2 Partner type. A Partner may act as a direct contracting partner with Pistachio, as a Sub-Partner, or both. These Partner Terms apply in full regardless of which capacity the Partner operates in. Each Partner's type is confirmed on the Partner Platform or in any relevant Special Arrangements.
3.3 Independent contractor. The Partner is an independent contractor. It is not Pistachio's agent, employee, joint venture partner, or legal representative, and has no authority to make commitments, sign contracts, or incur liabilities on Pistachio's behalf without Pistachio's prior written consent. The Partner may not present itself as part of Pistachio or imply that it acts as Pistachio's representative, other than as expressly permitted under these Partner Terms.
3.5 Authority to accept. The Partner represents and warrants that it is a duly formed legal entity in good standing under the laws of its jurisdiction, with full power and authority to enter into and perform these Partner Terms. The individual accepting these Partner Terms on behalf of the Partner confirms they are personally authorized to do so, and that entering into these Partner Terms does not breach any other agreement or applicable law. Pistachio reserves the right to refuse or withdraw access to the Partner Platform where it cannot verify the Partner's identity, or where it has reasonable grounds to believe that granting or continuing access would create a legal, reputational, or security risk.
3.6 Products and service scope. The Products available to the Partner will depend on its type and any applicable Special Arrangements; the Partner may only market, distribute, or (re)sell those Products expressly enabled for its account on the Partner Platform or confirmed in Special Arrangements. Pistachio reserves the right to modify, add, or discontinue any Product at any time, and will provide reasonable notice of any change that materially affects the Partner's distribution rights, provided that no such change will diminish the service level, features, or performance already contracted with existing Customers for the duration of their active subscription.
4. SUB-PARTNERS
4.1 Sub-Partner engagement. A Partner may enter into agreement with one or more Sub-Partners to sell the Product(s) enabled for its account to new Customers. Any Sub-Partner so engaged is itself a Partner under these Partner Terms and accepts and is bound by these Partner Terms.
5.2 Partner liability. A Partner remains directly and fully responsible to Pistachio for: (a) its own compliance with these Partner Terms; and (b) the acts and omissions of any Sub-Partners it appoints, as if those acts and omissions were its own.
5. PARTNER PLATFORM ACCESS
5.1 License grant. Pistachio grants the Partner a limited, non-exclusive, non-transferable, revocable right to access and use the Partner Platform solely to manage Customers and Sub-Partners, administer licenses, and perform its obligations under these Partner Terms.
5.2 Availability. Pistachio takes reasonable steps to keep the Partner Platform available, secure, and free from harmful components, and to correct major defects in a timely manner. Pistachio may carry out planned or emergency maintenance at any time with endeavour to minimise disruption.
5.4 Prohibited conduct. The Partner must not, and must ensure no one acting under its account will:
- use the Partner Platform unlawfully or in a way that infringes any third party's rights;
- probe, test, or attempt to bypass any security mechanism or access control on the Partner Platform;
- reverse engineer, decompile, or attempt to derive source code from the Partner Platform;
- use the Partner Platform to build, train, or calibrate a competing product or AI model;
- remove or alter any branding, copyright notices, or proprietary labels on the Partner Platform; or
- upload or transmit any unlawful, false or misleading, or infringing content to the Partner Platform.
5.5 Account security. The Partner is solely responsible for the security of its account credentials and for all activity under its account. The Partner must notify Pistachio immediately upon becoming aware of any unauthorized access or suspected account breach.
5.6 Platform data use. Pistachio may use data processed through the Partner Platform and the Pistachio Platform: (i) to provide and administer the Services under these Partner Terms; (ii) for purposes closely related to service delivery, including analytics, troubleshooting, security monitoring, and service improvement; and (iii) in aggregated and anonymized form, for benchmarking and product development, provided such use cannot identify the Partner, any Customer or its individual licensed users. The Partner warrants that it has obtained all authorizations required under applicable law before sharing any personal data with Pistachio in connection with these Partner Terms.
6. FEES AND INVOICING
6.1 Fee responsibility. The Partner is responsible for all fees arising from licenses activated through its account at the rates shown on the Partner Platform or as agreed in Special Arrangements. Where Special Arrangements have been entered into, the commercial terms of such, including pricing, billing model, payment terms, and any agreed deviations from these Partner Terms, shall take precedence over the corresponding provisions of these Partner Terms.
6.2 License models. The following billing models apply, as specified on the Partner Platform or in Special Arrangements:
- Annual Bulk Model: The Partner pays upfront for a fixed pool of licenses for one or more contract years at an agreed price. Licenses in the pool are non-refundable. If usage exceeds the pool, additional seats are billed monthly at the rates shown on the Partner Platform.
- Monthly Per-Seat Model: The Partner is invoiced monthly in arrears for the higher of: (a) actual licenses in use on the last day of that month; or (b) a minimum of 500 licenses.
Absent Special Arrangements, the Monthly Per-Seat Model applies for any Partner.
6.3 Free ramp-up period. No license fees are charged during the ramp-up period following the Signing Date, being three (3) months unless otherwise agreed in the Order Form or Special Arrangements.
6.4 Invoicing. On the Monthly Per-Seat Model, Pistachio invoices monthly in arrears. On the Annual Bulk Model, Pistachio invoices upfront for the full pool, with overages invoiced monthly. Each invoice will state the number of licenses, unit price, and total due.
6.5 Payment terms. Payment is due within 14 days of the invoice date.
6.6 VAT and taxes. All amounts are exclusive of VAT or equivalent taxes. Norwegian VAT applies to Partners registered in Norway; Partners registered outside Norway are not charged VAT by Pistachio but are responsible for any applicable VAT or equivalent taxes in their own jurisdiction.
6.7 Late payment. If the Partner fails to pay any undisputed amount by the due date, Pistachio may: (i) charge interest on the overdue amount at a rate of 2% per month (or the maximum rate permitted by applicable law, whichever is lower) and (ii) suspend the Partner's access to the Partner Platform on written notice until all outstanding amounts are settled.
6.8 Price changes. Pistachio may update its pricing at any time on at least two (2) months' prior written notice. Updated pricing applies to renewals, new pools, and overage licenses from the effective date of such purchases. Price changes do not apply where the Order Form or Special Arrangements expressly fix or cap the applicable price for a given period, and do not affect any Annual Bulk Model pool already purchased.
6.9 Invoice disputes. If the Partner believes an invoice is incorrect, it must notify Pistachio in writing within 14 days of receipt. Where the invoice contains an obvious error, such as a wrong amount or duplicate charge, the Partner may raise this at any time regardless of the 14-day window. Undisputed amounts remain due by the original date.
6.10 Downstream risk and non-activated licenses. The Partner is free to set its own pricing and invoicing arrangements with its Customers and Sub-Partners, subject to clause 11.3 (minimum pricing). Regardless of any such downstream arrangements, the Partner remains fully liable to Pistachio for all fees arising under these Partner Terms, including where a Sub-Partner invoices Customers directly. Pistachio will not intervene in any commercial disputes or risks arising from downstream pricing, credit risk, or invoicing arrangements, and will invoice the Partner for all licenses provisioned under its account, whether activated or not, regardless of whether the Partner has collected payment from its Customers or Sub-Partners.
7. INTELLECTUAL PROPERTY
7.1 Ownership. Pistachio owns, or is duly licensed to use, all Intellectual Property Rights in the Pistachio Platform and the Partner Platform, including all trademarks, trade names, logos, and other brand identifiers associated with the Products, Pistachio, and its subsidiaries. The Partner acknowledges Pistachio's exclusive right, title, and interest in those rights and must not take any action that impairs or challenges them. Nothing in these Partner Terms transfers any ownership of intellectual property to the Partner. Any domain registrations that include or reference Pistachio's name or brand require Pistachio's prior written consent.
7.2 Brand assets. Pistachio will make marketing materials available through the Partner Platform. The Partner may use these solely to promote the Products and only in line with Pistachio's then-current brand guidelines. In addition to the general restrictions in this clause, the Partner must not use Pistachio's trademarks, trade names, or logos: (i) in a misleading, false, or disparaging manner; (ii) outside the scope of these Partner Terms; (iii) in a way that implies Pistachio endorses, sponsors, or approves of the Partner's own products or services beyond what is expressly described in these Partner Terms; or (iv) in connection with any unlawful, indecent, or otherwise harmful purpose.
7.3 Expiry of brand license. Upon termination or expiry of these Partner Terms, the Partner's right to use Pistachio's brand assets ceases immediately.
7.4 Infringement notification. The Partner must promptly notify Pistachio of any actual or threatened infringement of Pistachio's Intellectual Property Rights that comes to its attention.
8. CONFIDENTIALITY
8.1 Obligation of confidence. Each Party will hold the other Party's Confidential Information in strict confidence and will not disclose it to third parties without the disclosing Party's prior written consent unless required to do so by law or court order.
8.2 Permitted disclosure. The Partner may share Pistachio's Confidential Information with its employees, contractors, and professional advisers who need to know it to perform these Partner Terms, provided those individuals are bound by confidentiality obligations at least as protective as those in these Partner Terms. The Partner is responsible for any breach by such individuals.
8.3 Return or destruction. On termination, each Party must promptly return or securely destroy the other Party's Confidential Information and confirm in writing on request.
9. DATA PROTECTION
9.1 Pistachio as processor. Where Pistachio processes personal data on behalf of the Partner, for example where the Partner uses the Pistachio Platform itself as a Customer, or where data of the Customer and/or its licensed users flows through the Pistachio Platform as part of the Partner's Customer relationships, Pistachio acts as a data processor. In such cases, unless the Parties have entered into a separate Data Processing Agreement, Pistachio's standard Data Processing Agreement (DPA) applies, available at pistachioapp.com/data-processing-agreement.
9.2 Pistachio as controller. Pistachio processes personal data of the Partner's authorized contacts for its own business purposes as an independent data controller, including for billing, account management, security, analytics, and legal compliance.
9.3 Privacy Notice. Details of how Pistachio collects, uses, and protects personal data are set out in Pistachio's Privacy Notice, available at pistachioapp.com/privacy-notice.
9.4 Security Measures. Pistachio is ISO/IEC 27001 certified and strives to take appropriate and commercially reasonable technical and organizational measures to protect against unauthorized or unlawful processing of any personal data provided by the Partner, and against accidental loss, destruction, or damage of such data.
9.5 Partner's obligations. The Partner must not share more personal data with Pistachio than is necessary for the purposes of these Partner Terms, and is responsible for ensuring it has a valid lawful basis for doing so under Privacy Law.
9.6 Breach notification. If either Party becomes aware of a personal data breach affecting the other Party's data, it must notify the other Party promptly (and within the timeframe required by applicable law) and cooperate in responding to and mitigating the breach.
9.7 Partner security obligations. The Partner must implement and maintain appropriate technical and organizational measures to protect any personal data it processes in connection with these Partner Terms against unauthorized or unlawful access, use, disclosure, alteration, or destruction, and against accidental loss or damage. The Partner must not store personal data beyond the period necessary for the purposes for which it was collected or as required by Privacy Law.
10. CUSTOMER TERMS AND COMPLIANCE
10.1 Customer acceptance. Before any Customer is granted access to the Pistachio Platform, that Customer must accept the Customer Terms. The Partner is solely responsible for ensuring that each Customer accepts the Customer Terms before accessing the Pistachio Platform, and must reference those terms in its Customer agreements. Failure to do so constitutes a breach of these Partner Terms, and the Partner shall be liable to Pistachio for any losses arising from a Customer's non-acceptance.
10.2 Downstream contracts. Any agreement the Partner enters into with a Sub-Partner must restrict use of the Pistachio Platform to what is permitted under these Partner Terms, and must reference these Partner Terms.
10.3 Updates to Customer Terms. The Partner is responsible for notifying its Customers of any material changes to the Customer Terms and ensuring they accept updated terms as required.
10.4 Presence notification requirements. Presence is subject to data protection and employment laws that vary by jurisdiction. Where the Partner distributes or enables access to Presence, whether directly to a Customer or through a Sub-Partner, the Partner shall ensure the Customer is informed of the requirement to notify employees that monitoring is taking place and, as applicable, the potential requirement to consult employee representatives or works councils in some jurisdictions. Pistachio's customer success team is here to guide Customers on notification requirements and can assist the Customer with communication drafting. Where the Partner has failed to discharge its obligations under this clause, liability for any resulting claim rests with the Partner.
11. COMPLIANCE AND CONDUCT
11.1 Bundling. Where the Partner bundles the Products with other products or services, it must not present or position the Products as secondary, incidental, or subordinate.
11.2 No over-promising. The Partner must not misrepresent the features, functionality, or capabilities of the Products. Any statements to Customers or Sub-Partners beyond Pistachio's published documentation are made entirely at the Partner's own risk.
11.3 Minimum pricing. The Partner must not offer discounts or promotional pricing below any minimum pricing guidelines communicated by Pistachio from time to time.
11.4 Legal and ethical compliance. The Partner must comply with all applicable laws and regulations in carrying out its activities under these Partner Terms.
11.5 Export controls and sanctions. The Products are subject to export control and sanctions laws, including those of Norway, the EU, and the United States. The Partner must not use, export, re-export, transfer, or disclose any part of the Products in violation of those laws, and represents that it is not located in, and will not access the Products from, any sanctioned country or territory (including Cuba, Iran, North Korea, Russia, Syria, and sanctioned regions of Ukraine), and that it is not owned or controlled by anyone on any sanctions list. These restrictions extend to the Partner's Customers, Sub-Partners, and their licensed users.
11.6 Anti-bribery, anti-money laundering, and anti-corruption laws. The Partner maintains a zero-tolerance approach to bribery and corruption. Offering, giving, soliciting, or accepting any improper advantage (monetary or otherwise) to influence business decisions is strictly prohibited. Any gifts, hospitality, or entertainment provided or received in connection with Pistachio's business must be modest, transparent, and not intended to create undue influence.
11.7 Human rights and labor standards. The Partner rejects all forms of modern slavery, forced labor, human trafficking, child labor, and compulsory labor. Workers engaged by the Partner must be free to leave employment, retain their own identity documents, and receive fair and lawful wages without unlawful deductions.
11.8 Conduct and culture. Pistachio is committed to fair, inclusive, and respectful dealings with everyone it works with, and expects its Partners to uphold the same standard. In all activities connected to these Partner Terms, each Party undertakes to treat all people with dignity and respect, regardless of race, ethnicity, gender, gender identity, sexual orientation, age, disability, religion, socioeconomic background, or any other characteristic. Neither Party shall engage in, encourage, or tolerate harassment, bullying, intimidation, or discrimination in any form.
11.9 Good faith. Each Party undertakes to act honestly, transparently, and in good faith in all dealings related to the Products and these Partner Terms, including by having due regard to the other Party's legitimate interests and promptly raising any concerns or issues.
12. LIMITATION OF LIABILITY
12.1 Platform warranty disclaimer. Except as expressly stated in these Partner Terms, the Pistachio Platform is provided "as is" and "as available". To the fullest extent permitted by applicable law, Pistachio makes no warranties, express or implied, regarding the Pistachio Platform, including any warranty of merchantability, fitness for a particular purpose, non-infringement, or uninterrupted or error-free operation.
12.2 Exclusion of indirect loss. Neither Party will be liable to the other for any indirect, consequential, special, or punitive losses, including loss of profit, revenue, data, business, goodwill, or opportunity.
12.3 Aggregate cap. Subject to clauses 12.1 and 12.2, each Party's total aggregate liability under or in connection with these Partner Terms (whether in contract, tort including negligence, or otherwise) is capped at the total fees paid or payable by the Partner to Pistachio in the 12-month period immediately preceding the event giving rise to the claim.
13. INDEMNIFICATION
13.1 Partner indemnity. The Partner agrees to indemnify, defend, and hold harmless Pistachio and its directors, officers, employees, and agents from and against any third-party claims, losses, damages, costs, and reasonable legal fees arising from the Partner's breach of these Partner Terms, misrepresentations made by it to Customers or Sub-Partners about the Products, the Partner's negligence or willful misconduct or other claims arising from the Partner's acts or omissions.
13.2 Pistachio IP indemnity. Pistachio agrees to defend and indemnify the Partner against any third-party claim that the Pistachio Platform, when used in accordance with these Partner Terms, infringes a third party's Intellectual Property Rights, provided that the Partner gives Pistachio prompt written notice of the claim and grants Pistachio sole control of the defense and settlement. The IP indemnity does not apply where the alleged infringement results from modifications to the Pistachio Platform made by or on behalf of the Partner, combination of the Pistachio Platform with third-party products, services, or data not provided by Pistachio, or use of the Pistachio Platform in a manner not permitted by these Partner Terms.
14. TERM AND TERMINATION
14.1 Term. This Agreement commences on the Signing Date and continues indefinitely until terminated in accordance with this section.
14.2 Termination for convenience. Either Party may terminate these Partner Terms for any reason by giving written notice. Such notice must be given by email to any representative of the other Party and is effective upon receipt. For Partners on the Monthly Per-Seat Model, termination takes effect at the end of the current invoicing month in which notice is received; for all other Partners, termination takes effect immediately on receipt, unless a later date is stated in either case. Notwithstanding termination, where a Partner has purchased an Annual Bulk Model pool for a contracted year, termination does not release either Party from obligations arising in respect of that pool, including the Partner's obligation to pay for licenses already purchased and Pistachio's obligation to make the Products available to existing Customers under active subscriptions for said contracted year.
14.3 Suspension. Pistachio may suspend the Partner's access to the Partner Platform immediately on written notice if Pistachio reasonably believes: (i) the Partner is in material breach of these Partner Terms; (ii) continued access poses a risk to the security, integrity, or availability of the Pistachio Platform or the data of any Customer or any its licensed users; or (iii) the Partner is engaged in conduct that may expose Pistachio to legal liability. Pistachio will notify the Partner of the reasons for any suspension and will lift the suspension promptly once the relevant circumstances have been remedied or resolved to Pistachio's reasonable satisfaction. Suspension does not limit Pistachio's right to terminate under clause 14.4.
14.4 Termination for cause. Either Party may terminate these Partner Terms immediately by written notice if (i) the other Party materially breaches these Partner Terms and, where the breach is capable of remedy, fails to remedy it within 30 days of receiving written notice specifying the breach, (ii) the other Party becomes insolvent, makes an arrangement with creditors, is subject to a formal insolvency process, or ceases to carry on business, or (iii) the other Party engages in fraud, wilful misconduct, or conduct that brings the terminating Party's brand or reputation into serious disrepute.
14.5 Consequences. Upon the effective date of termination, the Partner's access to the Partner Platform ceases immediately and all Customers and Sub-Partners under the Partner's account also lose access (Partner is responsible for communicating this to them in advance where possible). Pistachio will issue a final invoice for any outstanding amounts.
14.6 Survival. Termination does not affect rights or liabilities that have accrued before the termination date. The following sections survive termination: 2 (Definitions), 7 (Intellectual Property), 8 (Confidentiality), 9 (Data Protection), 12 (Limitation of Liability), 14.5 (Consequences of termination), 14.6 (Survival), and 15 (General Provisions).
15. GENERAL PROVISIONS
15.1 Governing law. This Agreement is governed by the laws of Norway.
15.2 Dispute resolution. The Parties will attempt to resolve any dispute in good faith. If a dispute is not resolved within 30 days of written notice, either Party may refer it to the Norwegian courts, with Oslo District Court (Oslo tingrett) as the court of first instance. Any negotiations or proceedings will be conducted in English. Notwithstanding the foregoing, Pistachio reserves the right to bring proceedings to recover unpaid fees, invoices, or other amounts owed by the Partner before: (i) the Norwegian courts; (ii) the courts of the country or jurisdiction in which the Partner has its registered or principal place of business; or (iii) any jurisdiction in which the Partner operates or holds assets.
15.3 Assignment. The Partner may not assign, transfer, sub-contract, or novate these Partner Terms or any of its rights or obligations without Pistachio's prior written consent. Pistachio may assign these Partner Terms without consent in connection with a merger, acquisition, or sale of all or substantially all of its business.
15.4 Amendments. Pistachio may amend these Partner Terms on two (2) months' prior written notice. The Partner's continued use of the Partner Platform after the notice period constitutes acceptance of the changes. If the Partner does not accept the changes, it must stop using the Partner Platform before the end of the notice period and notify Pistachio in writing.
15.5 Waiver. A failure or delay to exercise a right or remedy does not constitute a waiver. A waiver of one breach does not waive subsequent breaches.
15.6 Severability. If any provision of these Partner Terms is found invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or removed if modification is impossible. The remaining provisions continue in full force.
15.7 No partnership or agency. This Agreement does not create a partnership, joint venture, franchise, or employment relationship. Neither Party may bind the other.
15.8 Notices. Notices under these Partner Terms must be sent by email to the address each Party has on record. The Parties agree that electronic notices and communications sent in connection with these Partner Terms are valid and legally effective. Pistachio may also provide notices through the Partner Platform, which will be deemed received at the time they are made available in the Partner's account.
15.9 Force majeure. Neither Party is liable for any delay or failure in performance caused by circumstances beyond its reasonable control, including acts of God, natural disasters, pandemic, war, terrorism, civil unrest, government action, or failure of third-party infrastructure. The affected Party must notify the other promptly and use reasonable efforts to minimize the disruption. Payment obligations are not excused.
15.10 Entire agreement. This Agreement, together with any applicable Special Arrangements, constitutes the entire agreement between the Parties on its subject matter and supersedes all prior discussions and agreements relating to the same subject matter. Where there is any conflict between these Partner Terms and any Special Arrangements, the Special Arrangements prevail.
PLEASE READ THESE TERMS CAREFULLY BEFORE PROCEEDING
These Partner Terms of Service ("Partner Terms") set out the terms on which Pistachio AS ("Pistachio") makes the Partner Platform available to you and your organization ("Partner", "you") for the purpose of distributing and selling our Products. By clicking to accept, signing an order form (or similar type of Special Arrangement) referencing these Partner Terms, or by accessing the Partner Platform, you confirm you have read and understood these terms and are accepting them on behalf of your organization. If you have any questions before accepting, please reach out to us — we are happy to help.
1. PARTIES
These Partner Terms are entered into between Pistachio AS, a company registered in Norway (reg. no. 929 575 717), with its registered address at Sandakerveien 114A, 0484 Oslo, Norway ("Pistachio"), and the entity accepting these Partner Terms to distribute or resell Pistachio's Products ("Partner"), together with Pistachio referred to as the "Parties" and each a "Party".
2. DEFINITIONS
In these Partner Terms, the following capitalized terms have the meanings given below:
| Term | Definition |
|---|---|
| "Confidential Information" | Any information one Party shares with the other that is marked confidential or that a reasonable person would treat as confidential, including pricing, product roadmaps, customer lists, and platform content. It does not include information that: (i) is or becomes publicly available other than through a breach of these Partner Terms; (ii) was already known to the receiving Party at the time of disclosure; (iii) is lawfully received from a third party without restriction; (iv) is independently developed by the receiving Party without reliance on the disclosing Party's information; or (v) must be disclosed by applicable law or court order. |
| "Customer" | A company that purchases or obtains access to the Pistachio Platform through the Partner for the purpose of using Pistachio's Products for its own internal business purposes, and not for distribution or further resale. For the avoidance of doubt, if a Partner uses the Products for its own internal business purposes, such Partner is deemed to act in the capacity as Customer under these Partner Terms. |
| "Customer Terms" | Pistachio's general Customer terms for use of our Products, as updated from time to time and available at pistachioapp.com/terms-of-service, and which each Customer is required to accept prior to accessing the Pistachio Platform. If a Partner uses the Products in its own business operations, such Partner by its acceptance of these Partner Terms accepts the Customer Terms in capacity as Customer. |
| "Intellectual Property Rights" | All intellectual property rights worldwide, whether registered or unregistered, including patents, copyright, trademarks, service marks, trade secrets, database rights, design rights, and know-how. |
| "Partner" | The company or legal entity that has accepted these Partner Terms to participate in Pistachio's channel program in one or more of the following roles, as confirmed on the Partner Platform or in Special Arrangements: (i) Distributor: a Partner that purchases the Products directly from Pistachio to on-sell to Resellers and/or Customers; (ii) Reseller: a Partner appointed by Pistachio or a Distributor to sell the Products to Customers or sub-resellers; (iii) Sub-reseller: a Partner to which a reseller has granted the right to sell the Products to Customers or further sub-resellers. |
| "Partner Platform" | The online portal provided by Pistachio through which Partners manage Customers and Sub-Partners, administer licenses, and carry out their rights and responsibilities under these Partner Terms. |
| "Pistachio Platform" | Pistachio's cloud platform through which the Products are made available to Customers and their licensed users. |
| "Practice" | Pistachio's automated cybersecurity awareness training software. |
| "Presence" | Pistachio's AI-driven insider threat detection tool. |
| "Privacy Law" | All data protection and privacy laws applicable to the processing of personal data under or in connection with these Partner Terms, including: (i) Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to processing of personal data and on the free movement of such data ("GDPR"); (ii) the GDPR as retained in UK law under the European Union (Withdrawal) Act 2018 and supplemented by the Data Protection Act 2018 ("UK GDPR"); and (iii) any national or state-level data protection or privacy law applicable to the processing of personal data under or in connection with these Partner Terms, regardless of whether that obligation arises from the Partner's own jurisdiction, the location of its Customers or their licensed users. |
| "Products" | The Pistachio Platform, including Practice, Presence, and any other features and products made available through the Pistachio Platform from time to time. |
| "Signing Date" | The date on which the Partner signed an agreement or Special Arrangement with Pistachio referencing these Partner Terms. Where the Partner acts as a Sub-Partner, the Signing Date is the date on which the Sub-Partner signed or accepted the relevant agreement with the appointing Partner. |
| "Special Arrangements" | Any written addendum to the Order Form, or separate agreement signed with the Partner, supplementing or amending these Partner Terms. |
| "Sub-Partner" | Any reseller or sub-reseller with whom a Partner has entered into a downstream agreement for the distribution or resale of the Products, whether appointed directly by the Partner or through a chain of sub-appointment. |
3. PARTNER APPOINTMENT
3.1 Non-exclusive appointment. Subject to these Partner Terms, Pistachio appoints the Partner on a non-exclusive basis to market, distribute, and (where applicable) resell or sub-resell the Product(s) enabled for its account to Customers and other Partners. This appointment does not restrict Pistachio from appointing other Partners or selling directly to customers in any geography or market.
3.2 Partner type. A Partner may act as a direct contracting partner with Pistachio, as a Sub-Partner, or both. These Partner Terms apply in full regardless of which capacity the Partner operates in. Each Partner's type is confirmed on the Partner Platform or in any relevant Special Arrangements.
3.3 Independent contractor. The Partner is an independent contractor. It is not Pistachio's agent, employee, joint venture partner, or legal representative, and has no authority to make commitments, sign contracts, or incur liabilities on Pistachio's behalf without Pistachio's prior written consent. The Partner may not present itself as part of Pistachio or imply that it acts as Pistachio's representative, other than as expressly permitted under these Partner Terms.
3.5 Authority to accept. The Partner represents and warrants that it is a duly formed legal entity in good standing under the laws of its jurisdiction, with full power and authority to enter into and perform these Partner Terms. The individual accepting these Partner Terms on behalf of the Partner confirms they are personally authorized to do so, and that entering into these Partner Terms does not breach any other agreement or applicable law. Pistachio reserves the right to refuse or withdraw access to the Partner Platform where it cannot verify the Partner's identity, or where it has reasonable grounds to believe that granting or continuing access would create a legal, reputational, or security risk.
3.6 Products and service scope. The Products available to the Partner will depend on its type and any applicable Special Arrangements; the Partner may only market, distribute, or (re)sell those Products expressly enabled for its account on the Partner Platform or confirmed in Special Arrangements. Pistachio reserves the right to modify, add, or discontinue any Product at any time, and will provide reasonable notice of any change that materially affects the Partner's distribution rights, provided that no such change will diminish the service level, features, or performance already contracted with existing Customers for the duration of their active subscription.
4. SUB-PARTNERS
4.1 Sub-Partner engagement. A Partner may enter into agreement with one or more Sub-Partners to sell the Product(s) enabled for its account to new Customers. Any Sub-Partner so engaged is itself a Partner under these Partner Terms and accepts and is bound by these Partner Terms.
5.2 Partner liability. A Partner remains directly and fully responsible to Pistachio for: (a) its own compliance with these Partner Terms; and (b) the acts and omissions of any Sub-Partners it appoints, as if those acts and omissions were its own.
5. PARTNER PLATFORM ACCESS
5.1 License grant. Pistachio grants the Partner a limited, non-exclusive, non-transferable, revocable right to access and use the Partner Platform solely to manage Customers and Sub-Partners, administer licenses, and perform its obligations under these Partner Terms.
5.2 Availability. Pistachio takes reasonable steps to keep the Partner Platform available, secure, and free from harmful components, and to correct major defects in a timely manner. Pistachio may carry out planned or emergency maintenance at any time with endeavour to minimise disruption.
5.4 Prohibited conduct. The Partner must not, and must ensure no one acting under its account will:
- use the Partner Platform unlawfully or in a way that infringes any third party's rights;
- probe, test, or attempt to bypass any security mechanism or access control on the Partner Platform;
- reverse engineer, decompile, or attempt to derive source code from the Partner Platform;
- use the Partner Platform to build, train, or calibrate a competing product or AI model;
- remove or alter any branding, copyright notices, or proprietary labels on the Partner Platform; or
- upload or transmit any unlawful, false or misleading, or infringing content to the Partner Platform.
5.5 Account security. The Partner is solely responsible for the security of its account credentials and for all activity under its account. The Partner must notify Pistachio immediately upon becoming aware of any unauthorized access or suspected account breach.
5.6 Platform data use. Pistachio may use data processed through the Partner Platform and the Pistachio Platform: (i) to provide and administer the Services under these Partner Terms; (ii) for purposes closely related to service delivery, including analytics, troubleshooting, security monitoring, and service improvement; and (iii) in aggregated and anonymized form, for benchmarking and product development, provided such use cannot identify the Partner, any Customer or its individual licensed users. The Partner warrants that it has obtained all authorizations required under applicable law before sharing any personal data with Pistachio in connection with these Partner Terms.
6. FEES AND INVOICING
6.1 Fee responsibility. The Partner is responsible for all fees arising from licenses activated through its account at the rates shown on the Partner Platform or as agreed in Special Arrangements. Where Special Arrangements have been entered into, the commercial terms of such, including pricing, billing model, payment terms, and any agreed deviations from these Partner Terms, shall take precedence over the corresponding provisions of these Partner Terms.
6.2 License models. The following billing models apply, as specified on the Partner Platform or in Special Arrangements:
- Annual Bulk Model: The Partner pays upfront for a fixed pool of licenses for one or more contract years at an agreed price. Licenses in the pool are non-refundable. If usage exceeds the pool, additional seats are billed monthly at the rates shown on the Partner Platform.
- Monthly Per-Seat Model: The Partner is invoiced monthly in arrears for the higher of: (a) actual licenses in use on the last day of that month; or (b) a minimum of 500 licenses.
Absent Special Arrangements, the Monthly Per-Seat Model applies for any Partner.
6.3 Free ramp-up period. No license fees are charged during the ramp-up period following the Signing Date, being three (3) months unless otherwise agreed in the Order Form or Special Arrangements.
6.4 Invoicing. On the Monthly Per-Seat Model, Pistachio invoices monthly in arrears. On the Annual Bulk Model, Pistachio invoices upfront for the full pool, with overages invoiced monthly. Each invoice will state the number of licenses, unit price, and total due.
6.5 Payment terms. Payment is due within 14 days of the invoice date.
6.6 VAT and taxes. All amounts are exclusive of VAT or equivalent taxes. Norwegian VAT applies to Partners registered in Norway; Partners registered outside Norway are not charged VAT by Pistachio but are responsible for any applicable VAT or equivalent taxes in their own jurisdiction.
6.7 Late payment. If the Partner fails to pay any undisputed amount by the due date, Pistachio may: (i) charge interest on the overdue amount at a rate of 2% per month (or the maximum rate permitted by applicable law, whichever is lower) and (ii) suspend the Partner's access to the Partner Platform on written notice until all outstanding amounts are settled.
6.8 Price changes. Pistachio may update its pricing at any time on at least two (2) months' prior written notice. Updated pricing applies to renewals, new pools, and overage licenses from the effective date of such purchases. Price changes do not apply where the Order Form or Special Arrangements expressly fix or cap the applicable price for a given period, and do not affect any Annual Bulk Model pool already purchased.
6.9 Invoice disputes. If the Partner believes an invoice is incorrect, it must notify Pistachio in writing within 14 days of receipt. Where the invoice contains an obvious error, such as a wrong amount or duplicate charge, the Partner may raise this at any time regardless of the 14-day window. Undisputed amounts remain due by the original date.
6.10 Downstream risk and non-activated licenses. The Partner is free to set its own pricing and invoicing arrangements with its Customers and Sub-Partners, subject to clause 11.3 (minimum pricing). Regardless of any such downstream arrangements, the Partner remains fully liable to Pistachio for all fees arising under these Partner Terms, including where a Sub-Partner invoices Customers directly. Pistachio will not intervene in any commercial disputes or risks arising from downstream pricing, credit risk, or invoicing arrangements, and will invoice the Partner for all licenses provisioned under its account, whether activated or not, regardless of whether the Partner has collected payment from its Customers or Sub-Partners.
7. INTELLECTUAL PROPERTY
7.1 Ownership. Pistachio owns, or is duly licensed to use, all Intellectual Property Rights in the Pistachio Platform and the Partner Platform, including all trademarks, trade names, logos, and other brand identifiers associated with the Products, Pistachio, and its subsidiaries. The Partner acknowledges Pistachio's exclusive right, title, and interest in those rights and must not take any action that impairs or challenges them. Nothing in these Partner Terms transfers any ownership of intellectual property to the Partner. Any domain registrations that include or reference Pistachio's name or brand require Pistachio's prior written consent.
7.2 Brand assets. Pistachio will make marketing materials available through the Partner Platform. The Partner may use these solely to promote the Products and only in line with Pistachio's then-current brand guidelines. In addition to the general restrictions in this clause, the Partner must not use Pistachio's trademarks, trade names, or logos: (i) in a misleading, false, or disparaging manner; (ii) outside the scope of these Partner Terms; (iii) in a way that implies Pistachio endorses, sponsors, or approves of the Partner's own products or services beyond what is expressly described in these Partner Terms; or (iv) in connection with any unlawful, indecent, or otherwise harmful purpose.
7.3 Expiry of brand license. Upon termination or expiry of these Partner Terms, the Partner's right to use Pistachio's brand assets ceases immediately.
7.4 Infringement notification. The Partner must promptly notify Pistachio of any actual or threatened infringement of Pistachio's Intellectual Property Rights that comes to its attention.
8. CONFIDENTIALITY
8.1 Obligation of confidence. Each Party will hold the other Party's Confidential Information in strict confidence and will not disclose it to third parties without the disclosing Party's prior written consent unless required to do so by law or court order.
8.2 Permitted disclosure. The Partner may share Pistachio's Confidential Information with its employees, contractors, and professional advisers who need to know it to perform these Partner Terms, provided those individuals are bound by confidentiality obligations at least as protective as those in these Partner Terms. The Partner is responsible for any breach by such individuals.
8.3 Return or destruction. On termination, each Party must promptly return or securely destroy the other Party's Confidential Information and confirm in writing on request.
9. DATA PROTECTION
9.1 Pistachio as processor. Where Pistachio processes personal data on behalf of the Partner, for example where the Partner uses the Pistachio Platform itself as a Customer, or where data of the Customer and/or its licensed users flows through the Pistachio Platform as part of the Partner's Customer relationships, Pistachio acts as a data processor. In such cases, unless the Parties have entered into a separate Data Processing Agreement, Pistachio's standard Data Processing Agreement (DPA) applies, available at pistachioapp.com/data-processing-agreement.
9.2 Pistachio as controller. Pistachio processes personal data of the Partner's authorized contacts for its own business purposes as an independent data controller, including for billing, account management, security, analytics, and legal compliance.
9.3 Privacy Notice. Details of how Pistachio collects, uses, and protects personal data are set out in Pistachio's Privacy Notice, available at pistachioapp.com/privacy-notice.
9.4 Security Measures. Pistachio is ISO/IEC 27001 certified and strives to take appropriate and commercially reasonable technical and organizational measures to protect against unauthorized or unlawful processing of any personal data provided by the Partner, and against accidental loss, destruction, or damage of such data.
9.5 Partner's obligations. The Partner must not share more personal data with Pistachio than is necessary for the purposes of these Partner Terms, and is responsible for ensuring it has a valid lawful basis for doing so under Privacy Law.
9.6 Breach notification. If either Party becomes aware of a personal data breach affecting the other Party's data, it must notify the other Party promptly (and within the timeframe required by applicable law) and cooperate in responding to and mitigating the breach.
9.7 Partner security obligations. The Partner must implement and maintain appropriate technical and organizational measures to protect any personal data it processes in connection with these Partner Terms against unauthorized or unlawful access, use, disclosure, alteration, or destruction, and against accidental loss or damage. The Partner must not store personal data beyond the period necessary for the purposes for which it was collected or as required by Privacy Law.
10. CUSTOMER TERMS AND COMPLIANCE
10.1 Customer acceptance. Before any Customer is granted access to the Pistachio Platform, that Customer must accept the Customer Terms. The Partner is solely responsible for ensuring that each Customer accepts the Customer Terms before accessing the Pistachio Platform, and must reference those terms in its Customer agreements. Failure to do so constitutes a breach of these Partner Terms, and the Partner shall be liable to Pistachio for any losses arising from a Customer's non-acceptance.
10.2 Downstream contracts. Any agreement the Partner enters into with a Sub-Partner must restrict use of the Pistachio Platform to what is permitted under these Partner Terms, and must reference these Partner Terms.
10.3 Updates to Customer Terms. The Partner is responsible for notifying its Customers of any material changes to the Customer Terms and ensuring they accept updated terms as required.
10.4 Presence notification requirements. Presence is subject to data protection and employment laws that vary by jurisdiction. Where the Partner distributes or enables access to Presence, whether directly to a Customer or through a Sub-Partner, the Partner shall ensure the Customer is informed of the requirement to notify employees that monitoring is taking place and, as applicable, the potential requirement to consult employee representatives or works councils in some jurisdictions. Pistachio's customer success team is here to guide Customers on notification requirements and can assist the Customer with communication drafting. Where the Partner has failed to discharge its obligations under this clause, liability for any resulting claim rests with the Partner.
11. COMPLIANCE AND CONDUCT
11.1 Bundling. Where the Partner bundles the Products with other products or services, it must not present or position the Products as secondary, incidental, or subordinate.
11.2 No over-promising. The Partner must not misrepresent the features, functionality, or capabilities of the Products. Any statements to Customers or Sub-Partners beyond Pistachio's published documentation are made entirely at the Partner's own risk.
11.3 Minimum pricing. The Partner must not offer discounts or promotional pricing below any minimum pricing guidelines communicated by Pistachio from time to time.
11.4 Legal and ethical compliance. The Partner must comply with all applicable laws and regulations in carrying out its activities under these Partner Terms.
11.5 Export controls and sanctions. The Products are subject to export control and sanctions laws, including those of Norway, the EU, and the United States. The Partner must not use, export, re-export, transfer, or disclose any part of the Products in violation of those laws, and represents that it is not located in, and will not access the Products from, any sanctioned country or territory (including Cuba, Iran, North Korea, Russia, Syria, and sanctioned regions of Ukraine), and that it is not owned or controlled by anyone on any sanctions list. These restrictions extend to the Partner's Customers, Sub-Partners, and their licensed users.
11.6 Anti-bribery, anti-money laundering, and anti-corruption laws. The Partner maintains a zero-tolerance approach to bribery and corruption. Offering, giving, soliciting, or accepting any improper advantage (monetary or otherwise) to influence business decisions is strictly prohibited. Any gifts, hospitality, or entertainment provided or received in connection with Pistachio's business must be modest, transparent, and not intended to create undue influence.
11.7 Human rights and labor standards. The Partner rejects all forms of modern slavery, forced labor, human trafficking, child labor, and compulsory labor. Workers engaged by the Partner must be free to leave employment, retain their own identity documents, and receive fair and lawful wages without unlawful deductions.
11.8 Conduct and culture. Pistachio is committed to fair, inclusive, and respectful dealings with everyone it works with, and expects its Partners to uphold the same standard. In all activities connected to these Partner Terms, each Party undertakes to treat all people with dignity and respect, regardless of race, ethnicity, gender, gender identity, sexual orientation, age, disability, religion, socioeconomic background, or any other characteristic. Neither Party shall engage in, encourage, or tolerate harassment, bullying, intimidation, or discrimination in any form.
11.9 Good faith. Each Party undertakes to act honestly, transparently, and in good faith in all dealings related to the Products and these Partner Terms, including by having due regard to the other Party's legitimate interests and promptly raising any concerns or issues.
12. LIMITATION OF LIABILITY
12.1 Platform warranty disclaimer. Except as expressly stated in these Partner Terms, the Pistachio Platform is provided "as is" and "as available". To the fullest extent permitted by applicable law, Pistachio makes no warranties, express or implied, regarding the Pistachio Platform, including any warranty of merchantability, fitness for a particular purpose, non-infringement, or uninterrupted or error-free operation.
12.2 Exclusion of indirect loss. Neither Party will be liable to the other for any indirect, consequential, special, or punitive losses, including loss of profit, revenue, data, business, goodwill, or opportunity.
12.3 Aggregate cap. Subject to clauses 12.1 and 12.2, each Party's total aggregate liability under or in connection with these Partner Terms (whether in contract, tort including negligence, or otherwise) is capped at the total fees paid or payable by the Partner to Pistachio in the 12-month period immediately preceding the event giving rise to the claim.
13. INDEMNIFICATION
13.1 Partner indemnity. The Partner agrees to indemnify, defend, and hold harmless Pistachio and its directors, officers, employees, and agents from and against any third-party claims, losses, damages, costs, and reasonable legal fees arising from the Partner's breach of these Partner Terms, misrepresentations made by it to Customers or Sub-Partners about the Products, the Partner's negligence or willful misconduct or other claims arising from the Partner's acts or omissions.
13.2 Pistachio IP indemnity. Pistachio agrees to defend and indemnify the Partner against any third-party claim that the Pistachio Platform, when used in accordance with these Partner Terms, infringes a third party's Intellectual Property Rights, provided that the Partner gives Pistachio prompt written notice of the claim and grants Pistachio sole control of the defense and settlement. The IP indemnity does not apply where the alleged infringement results from modifications to the Pistachio Platform made by or on behalf of the Partner, combination of the Pistachio Platform with third-party products, services, or data not provided by Pistachio, or use of the Pistachio Platform in a manner not permitted by these Partner Terms.
14. TERM AND TERMINATION
14.1 Term. This Agreement commences on the Signing Date and continues indefinitely until terminated in accordance with this section.
14.2 Termination for convenience. Either Party may terminate these Partner Terms for any reason by giving written notice. For Partners on the Monthly Per-Seat Model, termination takes effect at the end of the current invoicing month in which notice is received; for all other Partners, termination takes effect immediately on receipt, unless a later date is stated in either case. Notwithstanding termination, where a Partner has purchased an Annual Bulk Model pool for a contracted year, termination does not release either Party from obligations arising in respect of that pool, including the Partner's obligation to pay for licenses already purchased and Pistachio's obligation to make the Products available to existing Customers under active subscriptions for said contracted year.
14.3 Suspension. Pistachio may suspend the Partner's access to the Partner Platform immediately on written notice if Pistachio reasonably believes: (i) the Partner is in material breach of these Partner Terms; (ii) continued access poses a risk to the security, integrity, or availability of the Pistachio Platform or the data of any Customer or any its licensed users; or (iii) the Partner is engaged in conduct that may expose Pistachio to legal liability. Pistachio will notify the Partner of the reasons for any suspension and will lift the suspension promptly once the relevant circumstances have been remedied or resolved to Pistachio's reasonable satisfaction. Suspension does not limit Pistachio's right to terminate under clause 14.4.
14.4 Termination for cause. Either Party may terminate these Partner Terms immediately by written notice if (i) the other Party materially breaches these Partner Terms and, where the breach is capable of remedy, fails to remedy it within 30 days of receiving written notice specifying the breach, (ii) the other Party becomes insolvent, makes an arrangement with creditors, is subject to a formal insolvency process, or ceases to carry on business, or (iii) the other Party engages in fraud, wilful misconduct, or conduct that brings the terminating Party's brand or reputation into serious disrepute.
14.5 Consequences. Upon the effective date of termination, the Partner's access to the Partner Platform ceases immediately and all Customers and Sub-Partners under the Partner's account also lose access (Partner is responsible for communicating this to them in advance where possible). Pistachio will issue a final invoice for any outstanding amounts.
14.6 Survival. Termination does not affect rights or liabilities that have accrued before the termination date. The following sections survive termination: 2 (Definitions), 7 (Intellectual Property), 8 (Confidentiality), 9 (Data Protection), 12 (Limitation of Liability), 14.5 (Consequences of termination), 14.6 (Survival), and 15 (General Provisions).
15. GENERAL PROVISIONS
15.1 Governing law. This Agreement is governed by the laws of Norway.
15.2 Dispute resolution. The Parties will attempt to resolve any dispute in good faith. If a dispute is not resolved within 30 days of written notice, either Party may refer it to the Norwegian courts, with Oslo District Court (Oslo tingrett) as the court of first instance. Any negotiations or proceedings will be conducted in English. Notwithstanding the foregoing, Pistachio reserves the right to bring proceedings to recover unpaid fees, invoices, or other amounts owed by the Partner before: (i) the Norwegian courts; (ii) the courts of the country or jurisdiction in which the Partner has its registered or principal place of business; or (iii) any jurisdiction in which the Partner operates or holds assets.
15.3 Assignment. The Partner may not assign, transfer, sub-contract, or novate these Partner Terms or any of its rights or obligations without Pistachio's prior written consent. Pistachio may assign these Partner Terms without consent in connection with a merger, acquisition, or sale of all or substantially all of its business.
15.4 Amendments. Pistachio may amend these Partner Terms on two (2) months' prior written notice. The Partner's continued use of the Partner Platform after the notice period constitutes acceptance of the changes. If the Partner does not accept the changes, it must stop using the Partner Platform before the end of the notice period and notify Pistachio in writing.
15.5 Waiver. A failure or delay to exercise a right or remedy does not constitute a waiver. A waiver of one breach does not waive subsequent breaches.
15.6 Severability. If any provision of these Partner Terms is found invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or removed if modification is impossible. The remaining provisions continue in full force.
15.7 No partnership or agency. This Agreement does not create a partnership, joint venture, franchise, or employment relationship. Neither Party may bind the other.
15.8 Notices. Notices under these Partner Terms must be sent by email to the address each Party has on record. The Parties agree that electronic notices and communications sent in connection with these Partner Terms are valid and legally effective. Pistachio may also provide notices through the Partner Platform, which will be deemed received at the time they are made available in the Partner's account.
15.9 Force majeure. Neither Party is liable for any delay or failure in performance caused by circumstances beyond its reasonable control, including acts of God, natural disasters, pandemic, war, terrorism, civil unrest, government action, or failure of third-party infrastructure. The affected Party must notify the other promptly and use reasonable efforts to minimize the disruption. Payment obligations are not excused.
15.10 Entire agreement. This Agreement, together with any applicable Special Arrangements, constitutes the entire agreement between the Parties on its subject matter and supersedes all prior discussions and agreements relating to the same subject matter. Where there is any conflict between these Partner Terms and any Special Arrangements, the Special Arrangements prevail.
THIS TERMS OF SERVICE AGREEMENT ("Terms") is made between:
Pistachio AS, a company registered in Norway, under company number 929 575 717, whose registered office is at Karvesvingen 7, 0579 Oslo ("Pistachio"); and
The person or entity that intends to resell or otherwise provide access to the services of Pistachio (“Reseller”).
(Pistachio and Reseller may each be referred to as a "Party" and collectively the "Parties".)
WHEREAS:
Pistachio offers an online platform ("Pistachio Platform") that facilitates (i) a range of cybersecurity awareness training and attack simulation services ("Pistachio Practice") and (ii) an insider threat detection tool ("Pistachio Presence");
Pistachio provides an online platform ("Pistachio Partner Platform") that facilitates Reseller in performing activities related to managing, selling, and distributing the Pistachio Platform;
Pistachio grants Reseller access to the Pistachio Partner Platform (including any new versions of the Pistachio Partner Platform, which are made available by Pistachio from time to time) in accordance with the terms and conditions set out in this Agreement, and which access is granted either to Pistachio Practice and/or Pistachio Presence depending on what product(s) the Customer subscribes for from time to time.
THEREFORE, in consideration of the premises and the mutual covenants contained in these Terms, the parties agree as follows:
1. INTERPRETATION
1.1 In addition to other terms that may be defined elsewhere in these Terms, the following expressions shall have the meanings set forth in the tables below:
“Confidential Information” means any information that is clearly labelled or identified as confidential or ought to reasonably be treated as being confidential. Confidential Information includes this Agreement, any materials and content made available in the Pistachio Platform and any Third Party Content (other than anonymised or aggregated derivatives of Third Party Content), excluding any information which (i) is or becomes publicly known other than through a breach of this Agreement or other obligation of confidentiality; (ii) was in the receiving Party’s lawful possession before the disclosure; (iii) is lawfully disclosed to the receiving Party by a third party without restriction on disclosure; (iv) is independently developed by the receiving Party and that independent development can be shown by written evidence; or (v) is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
"Intellectual Property Rights" means all copyright and related rights, patents, rights to inventions, utility models, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection.
"Customer" means the entity or entities purchasing or otherwise acquiring the right to access and use the Pistachio Platform from Reseller.
"Effective Date" means the date when the Reseller accepted these Terms.
"Third Party Content" means any data, information, content including trademarks, logos, software or other Intellectual Property Rights of a third party, including any of which is accessed by Customer’s use of the Pistachio Platform or Reseller's user of the Pistachio Partner Platform.
2. USE OF THE PISTACHIO PARTNER PLATFORM
2.1 Pistachio hereby grants Reseller a non-exclusive, non-transferable, non-sublicensable right to access and use the Pistachio Partner Platform in accordance with these Terms and the information made available within the Pistachio Partner Platform.
2.2 Pistachio shall use its best efforts to ensure (i) that the Pistachio Partner Platform shall be uninterrupted and error-free; (ii) that major defects will be corrected; (iii) that there are no viruses or other harmful components; and (iv) that the security methods employed shall be sufficient.
2.3 Reseller acknowledges and agrees that Pistachio without liability may (i) modify, suspend or discontinue any part or whole of the Pistachio Partner Platform; and (ii) collect and use Reseller's user data from which any natural person cannot, directly or indirectly, be identified, for benchmarking, commercial, statistical, analytical and/or marketing purposes.
2.4 Reseller acknowledges and agrees to use the Pistachio Partner Platform for the sole purpose of selling or distributing the Pistachio Platform to potential Customers and managing the relationship with said Customers as it relates to the Pistachio Platform and Pistachio Partner Platform.
2.5 Reseller shall not attempt, permit, or enable others to: (i) sell, lease, rent, copy, and/or provide access to the Pistachio Partner Platform to any third party; (ii) violate any applicable laws or regulations while using the Pistachio Partner Platform or upload, make available and/or share any information which violates the rights of third parties, including but not limited to, any Intellectual Property Rights or the privacy rights of third parties, or contains any false, fraudulent, illegal, harmful and/or defamatory material; (iii) scan and/or test the vulnerability of the Pistachio Partner Platform or breach, disable, circumvent, remove or damage any authentication or security measures or any other technical restrictions on the Pistachio Partner Platform; (iv) reverse engineer or otherwise use the Pistachio Partner Platform in any way to develop, test, enhance or calibrate any models, system, or software that are similar to any features of the Pistachio Partner Platform or Pistachio Platform; or (v) remove any proprietary notices attached to the Pistachio Partner Platform and any associated materials and content.
3. FEES
3.1 The Parties hereby acknowledge and agree that the rights granted and the obligations made under this Agreement are provided without any financial consideration.
4. INTELLECTUAL PROPERTY RIGHTS AND THIRD PARTY CONTENT
4.1 Reseller acknowledges and agrees that all Intellectual Property Rights related to the Pistachio Platform or Pistachio Partner Platform are under the sole and exclusive ownership of Pistachio and its licensors, and that nothing in these Terms transfer or grant any rights in any Intellectual Property Rights related to the Pistachio Platform or Pistachio Partner Platform, other than the limited right to access and use the Pistachio Partner Platform or any associated materials and content in accordance with these Terms.
4.2 Pistachio may host Third Party Content that is accessed by Reseller's use of the Pistachio Partner Platform. Any Intellectual Property Rights in the Third Party Content shall remain with its owners or licensors.
4.3 Pistachio makes various brand assets and sales materials available for Reseller on the Pistachio Partner Platform. Reseller agrees to follow all restrictions and guidelines listed on the Pistachio Partner Platform for the use of those assets and materials. Upon termination of this Agreement, Reseller shall destroy all copies of such assets and materials.
5. CONFIDENTIALITY
5.1 Each Party shall hold the other’s Confidential Information in confidence and not make such Confidential Information available to any third party, unless agreed in writing by the disclosing Party. Neither Party shall use the other’s Confidential Information for any purpose other than the implementation of these Terms.
5.2 Each party shall take all reasonable steps to ensure that Confidential Information is not disclosed or distributed by its employees, agents or independent contractors in breach of the terms of these Terms.
5.3 This section 5 shall survive termination of these Terms for a period of five (5) years.
6. DATA PROTECTION
6.1 Save for in relation to section 6.2 (as applicable), the Parties intend that Pistachio only processes personal data under these Terms as a processor acting on behalf of Reseller as the controller in accordance with Pistachio’s privacy policy.
6.2 Pistachio shall act as a controller and shall collect and otherwise process personal data for purposes related to the delivery of the Pistachio Partner Platform, including but not limited to billing, statistics, security and legal claims and obligations. For further detail on rights and how Pistachio processes personal data as a controller, please refer to Pistachio’s privacy policy.
6.3 Pistachio shall take appropriate and commercially reasonable technical and organisational measures to protect against unauthorised or unlawful processing of any personal data provided by Reseller, or any accidental loss, destruction or damage of such data.
7. CUSTOMER TERMS
7.1 Customer is required to accept Pistachio's Terms of Service for Customers Purchasing via a Reseller prior to redeeming an access code in exchange for licenses on the Pistachio Platform. Pistachio advises Reseller to refer to the abovementioned terms when entering into an agreement with Customer.
7.2 Reseller is not entitled to a refund or any other form of compensation for an access code that is not redeemed due to a Customer's failure to accept the terms mentioned in section 7.1 above.
8. RESTRICTIONS ON OFFERS
8.1 Reseller shall not offer, either as a part of a bundle of services or as a part of a separate agreement, services related to the administration or management of the Pistachio Platform.
9. COMPETITION
9.1 Nothing in these Terms creates an obligation for Pistachio to avoid selling directly to any geographical area, industry, or set of potential customers.
9.2 Pistachio agrees it will avoid contacting potential customers directly for the duration of the free trial, with the exception of automated outreach enticing potential customers to sign up online. If Reseller intends to sign a potential customer after the free trial has ended, Reseller must contact Pistachio to request that Pistachio avoid direct sales outreach to that potential customer. Pistachio is not required to comply with such requests.
10. TERM AND TERMINATION
10.1 The duration of these Terms shall commence on the Effective Date and shall remain in effect indefinitely, unless terminated in accordance with the provisions of this section 10.
10.2 Either Party may terminate this Agreement at any time and for any reason by providing the other Party with written notice. The termination shall be effective immediately.
10.3 Upon termination, Pistachio will issue a final invoice to Reseller for any outstanding amount due. Reseller and all of Reseller's Customers will immediately lose access to the Pistachio Partner Platform.
11. GENERAL PROVISIONS
11.1 Pistachio may transfer its rights and obligations under this Agreement to another company provided that such a transfer is done in connection with a reorganization, merger, or sale of all or substantially all of such Pistachio's assets. This will not affect Reseller's rights or Pistachio's obligations under this Agreement. Reseller may only transfer its rights and obligations under this Agreement to another person, company or legal entity if Pistachio agrees in writing.
11.2 If any provision (or part of a provision) of these Terms are found to be invalid, unenforceable or illegal, the other provisions (or parts of any provisions) shall remain in force.
11.3 These Terms may be modified by Reseller Addendum entered into by the parties.
11.4 These Terms shall be governed by, and construed in accordance with, the laws of Norway and the parties irrevocably submit to the exclusive jurisdiction of the Norwegian Courts.
THIS TERMS OF SERVICE AGREEMENT ("Terms") is made between:
Pistachio AS, a company registered in Norway, under company number 929 575 717, whose registered office is at Karvesvingen 7, 0579 Oslo ("Pistachio"); and
The person or entity that intends to resell or otherwise provide access to the services of Pistachio (“Reseller”).
(Pistachio and Reseller may each be referred to as a "Party" and collectively the "Parties".)
WHEREAS:
Pistachio offers an online platform that facilitates a range of cybersecurity awareness training and attack simulation services ("Pistachio Platform");
Pistachio provides an online platform ("Pistachio Partner Platform") that facilitates Reseller in performing activities related to managing, selling, and distributing the Pistachio Platform;
Pistachio grants Reseller access to the Pistachio Partner Platform (including any new versions of the Pistachio Partner Platform, which are made available by Pistachio from time to time) in accordance with the terms and conditions set out in this Agreement.
THEREFORE, in consideration of the premises and the mutual covenants contained in these Terms, the parties agree as follows:
1. INTERPRETATION
1.1 In addition to other terms that may be defined elsewhere in these Terms, the following expressions shall have the meanings set forth in the tables below:
“Confidential Information” means any information that is clearly labelled or identified as confidential or ought to reasonably be treated as being confidential. Confidential Information includes this Agreement, any materials and content made available in the Pistachio Platform and any Third Party Content (other than anonymised or aggregated derivatives of Third Party Content), excluding any information which (i) is or becomes publicly known other than through a breach of this Agreement or other obligation of confidentiality; (ii) was in the receiving Party’s lawful possession before the disclosure; (iii) is lawfully disclosed to the receiving Party by a third party without restriction on disclosure; (iv) is independently developed by the receiving Party and that independent development can be shown by written evidence; or (v) is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
"Intellectual Property Rights" means all copyright and related rights, patents, rights to inventions, utility models, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection.
"Customer" means the entity or entities purchasing or otherwise acquiring the right to access and use the Pistachio Platform from Reseller.
"Effective Date" means the date when the Reseller accepted these Terms.
"Third Party Content" means any data, information, content including trademarks, logos, software or other Intellectual Property Rights of a third party, including any of which is accessed by Customer’s use of the Pistachio Platform or Reseller's user of the Pistachio Partner Platform.
2. USE OF THE PISTACHIO PARTNER PLATFORM
2.1 Pistachio hereby grants Reseller a non-exclusive, non-transferable, non-sublicensable right to access and use the Pistachio Partner Platform in accordance with these Terms and the information made available within the Pistachio Partner Platform.
2.2 Pistachio shall use its best efforts to ensure (i) that the Pistachio Partner Platform shall be uninterrupted and error-free; (ii) that major defects will be corrected; (iii) that there are no viruses or other harmful components; and (iv) that the security methods employed shall be sufficient.
2.3 Reseller acknowledges and agrees that Pistachio without liability may (i) modify, suspend or discontinue any part or whole of the Pistachio Partner Platform; and (ii) collect and use Reseller's user data from which any natural person cannot, directly or indirectly, be identified, for benchmarking, commercial, statistical, analytical and/or marketing purposes.
2.4 Reseller acknowledges and agrees to use the Pistachio Partner Platform for the sole purpose of selling or distributing the Pisachio Platform to potential Customers and managing the relationship with said Customers as it relates to the Pistachio Platform and Pistachio Partner Platform.
2.5 Reseller shall not attempt, permit, or enable others to: (i) sell, lease, rent, copy, and/or provide access to the Pistachio Partner Platform to any third party; (ii) violate any applicable laws or regulations while using the Pistachio Partner Platform or upload, make available and/or share any information which violates the rights of third parties, including but not limited to, any Intellectual Property Rights or the privacy rights of third parties, or contains any false, fraudulent, illegal, harmful and/or defamatory material; (iii) scan and/or test the vulnerability of the Pistachio Partner Platform or breach, disable, circumvent, remove or damage any authentication or security measures or any other technical restrictions on the Pistachio Partner Platform; (iv) reverse engineer or otherwise use the Pistachio Partner Platform in any way to develop, test, enhance or calibrate any models, system, or software that are similar to any features of the Pistachio Partner Platform or Pistachio Platform; or (v) remove any proprietary notices attached to the Pistachio Partner Platform and any associated materials and content.
3. FEES
3.1 The Parties hereby acknowledge and agree that the rights granted and the obligations made under this Agreement are provided without any financial consideration.
4. INTELLECTUAL PROPERTY RIGHTS AND THIRD PARTY CONTENT
4.1 Reseller acknowledges and agrees that all Intellectual Property Rights related to the Pistachio Platform or Pistachio Partner Platform are under the sole and exclusive ownership of Pistachio and its licensors, and that nothing in these Terms transfer or grant any rights in any Intellectual Property Rights related to the Pistachio Platform or Pistachio Partner Platform, other than the limited right to access and use the Pistachio Partner Platform or any associated materials and content in accordance with these Terms.
4.2 Pistachio may host Third Party Content that is accessed by Reseller's use of the Pistachio Partner Platform. Any Intellectual Property Rights in the Third Party Content shall remain with its owners or licensors.
4.3 Pistachio makes various brand assets and sales materials available for Reseller on the Pistachio Partner Platform. Reseller agrees to follow all restrictions and guidelines listed on the Pistachio Partner Platform for the use of those assets and materials. Upon termination of this Agreement, Reseller shall destroy all copies of such assets and materials.
5. CONFIDENTIALITY
5.1 Each Party shall hold the other’s Confidential Information in confidence and not make such Confidential Information available to any third party, unless agreed in writing by the disclosing Party. Neither Party shall use the other’s Confidential Information for any purpose other than the implementation of these Terms.
5.2 Each party shall take all reasonable steps to ensure that Confidential Information is not disclosed or distributed by its employees, agents or independent contractors in breach of the terms of these Terms.
5.3 This section 5 shall survive termination of these Terms for a period of five (5) years.
6. DATA PROTECTION
6.1 Save for in relation to section 6.2 (as applicable), the Parties intend that Pistachio only processes personal data under these Terms as a processor acting on behalf of Reseller as the controller in accordance with Pistachio’s privacy policy.
6.2 Pistachio shall act as a controller and shall collect and otherwise process personal data for purposes related to the delivery of the Pistachio Partner Platform, including but not limited to billing, statistics, security and legal claims and obligations. For further detail on rights and how Pistachio processes personal data as a controller, please refer to Pistachio’s privacy policy.
6.3 Pistachio shall take appropriate and commercially reasonable technical and organisational measures to protect against unauthorised or unlawful processing of any personal data provided by Reseller, or any accidental loss, destruction or damage of such data.
7. CUSTOMER TERMS
7.1 Customer is required to accept Pistachio's Terms of Service for Customers Purchasing via a Reseller prior to redeeming an access code in exchange for licenses on the Pistachio Platform. Pistachio advises Reseller to refer to the abovementioned terms when entering into an agreement with Customer.
7.2 Reseller is not entitled to a refund or any other form of compensation for an access code that is not redeemed due to a Customer's failure to accept the terms mentioned in section 7.1 above.
8. RESTRICTIONS ON OFFERS
8.1 Reseller shall not offer, either as a part of a bundle of services or as a part of a separate agreement, services related to the administration or management of the Pistachio Platform.
9. COMPETITION
9.1 Nothing in these Terms creates an obligation for Pistachio to avoid selling directly to any geographical area, industry, or set of potential customers.
9.2 Pistachio agrees it will avoid contacting potential customers directly for the duration of the free trial, with the exception of automated outreach enticing potential customers to sign up online. If Reseller intends to sign a potential customer after the free trial has ended, Reseller must contact Pistachio to request that Pistachio avoid direct sales outreach to that potential customer. Pistachio is not required to comply with such requests.
10. TERM AND TERMINATION
10.1 The duration of these Terms shall commence on the Effective Date and shall remain in effect indefinitely, unless terminated in accordance with the provisions of this section 10.
10.2 Either Party may terminate this Agreement at any time and for any reason by providing the other Party with written notice. The termination shall be effective immediately.
10.3 Upon termination, Pistachio will issue a final invoice to Reseller for any outstanding amount due. Reseller and all of Reseller's Customers will immediately lose access to the Pistachio Partner Platform.
11. GENERAL PROVISIONS
11.1 Pistachio may transfer its rights and obligations under this Agreement to another company provided that such a transfer is done in connection with a reorganization, merger, or sale of all or substantially all of such Pistachio's assets. This will not affect Reseller's rights or Pistachio's obligations under this Agreement. Reseller may only transfer its rights and obligations under this Agreement to another person, company or legal entity if Pistachio agrees in writing.
11.2 If any provision (or part of a provision) of these Terms are found to be invalid, unenforceable or illegal, the other provisions (or parts of any provisions) shall remain in force.
11.3 These Terms may be modified by Reseller Addendum entered into by the parties.
11.4 These Terms shall be governed by, and construed in accordance with, the laws of Norway and the parties irrevocably submit to the exclusive jurisdiction of the Norwegian Courts.
THIS TERMS OF SERVICE AGREEMENT ("Terms") is made between:
Pistachio AS, a company registered in Norway, under company number 929 575 717, whose registered office is at Karvesvingen 7, 0579 Oslo ("Pistachio"); and
The person or entity that intends to resell or otherwise provide access to the services of Pistachio (“Reseller”).
(Pistachio and Reseller may each be referred to as a "Party" and collectively the "Parties".)
WHEREAS:
Pistachio offers an online platform that facilitates a range of cybersecurity awareness training and attack simulation services ("Pistachio Platform");
Pistachio provides an online platform that facilitates Reseller in performing activities related to managing, selling, and distributing the Pistachio Platform ("Pistachio Partner Platform");
Pistachio grants Reseller access to the Pistachio Partner Platform (including any new versions of the Pistachio Partner Platform, which are made available by Pistachio from time to time) in accordance with the terms and conditions set out in this Agreement.
THEREFORE, in consideration of the premises and the mutual covenants contained in these Terms, the parties agree as follows:
1. INTERPRETATION
1.1 In addition to other terms that may be defined elsewhere in these Terms, the following expressions shall have the meanings set forth in the tables below:
“Confidential Information” means any information that is clearly labelled or identified as confidential or ought to reasonably be treated as being confidential. Confidential Information includes this Agreement, any materials and content made available in the Pistachio Platform and any Third Party Content (other than anonymised or aggregated derivatives of Third Party Content), excluding any information which (i) is or becomes publicly known other than through a breach of this Agreement or other obligation of confidentiality; (ii) was in the receiving Party’s lawful possession before the disclosure; (iii) is lawfully disclosed to the receiving Party by a third party without restriction on disclosure; (iv) is independently developed by the receiving Party and that independent development can be shown by written evidence; or (v) is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
"Intellectual Property Rights" means all copyright and related rights, patents, rights to inventions, utility models, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection.
"Customer" or "Customers" means the entity or entities purchasing or otherwise acquiring the right to access and use the Pistachio Platform from Reseller.
"Effective Date" means the date when the Reseller accepted these Terms.
"Reseller Addendum" means a separate agreement between Pistachio and Reseller, whether signed before or after the Effective Date, setting out special terms for Reseller's use of the Pistachio Partner Platform and modifying the terms of this Agreement.
"Third Party Content" means any data, information, content including trademarks, logos, software or other Intellectual Property Rights of a third party, including any of which is accessed by Customer’s use of the Pistachio Platform or Reseller's user of the Pistachio Partner Platform.
2. USE OF THE PISTACHIO PARTNER PLATFORM
2.1 Pistachio hereby grants Reseller a non-exclusive, non-transferable, non-sublicensable right to access and use the Pistachio Partner Platform in accordance with these Terms and the information made available within the Pistachio Partner Platform.
2.2 Pistachio shall use its best efforts to ensure (i) that the Pistachio Partner Platform shall be uninterrupted and error-free; (ii) that major defects will be corrected; (iii) that there are no viruses or other harmful components; and (iv) that the security methods employed shall be sufficient.
2.3 Reseller acknowledges and agrees that Pistachio without liability may (i) modify, suspend or discontinue any part or whole of the Pistachio Partner Platform; and (ii) collect and use Reseller's user data from which any natural person cannot, directly or indirectly, be identified, for benchmarking, commercial, statistical, analytical and/or marketing purposes.
2.4 Reseller acknowledges and agrees to use the Pistachio Partner Platform for the sole purpose of selling or distributing the Pisachio Platform to potential Customers and managing the relationship with said Customers as it relates to the Pistachio Platform.
2.5 Reseller shall not attempt, permit, or enable others to: (i) sell, lease, rent, copy, and/or provide access to the Pistachio Partner Platform to any third party; (ii) violate any applicable laws or regulations while using the Pistachio Partner Platform or upload, make available and/or share any information which violates the rights of third parties, including but not limited to, any Intellectual Property Rights or the privacy rights of third parties, or contains any false, fraudulent, illegal, harmful and/or defamatory material; (iii) scan and/or test the vulnerability of the Pistachio Partner Platform or breach, disable, circumvent, remove or damage any authentication or security measures or any other technical restrictions on the Pistachio Partner Platform; (iv) reverse engineer or otherwise use the Pistachio Partner Platform in any way to develop, test, enhance or calibrate any models, system, or software that are similar to any features of the Pistachio Partner Platform or Pistachio Platform; or (v) remove any proprietary notices attached to the Pistachio Partner Platform and any associated materials and content.
3. FEES
3.1 Reseller is able to create access codes that grant licenses to the Pistachio Platform via the Pistachio Partner Platform. Generating an access code is treated as a binding agreement between Reseller and Pistachio for Reseller to pay Pistachio the price listed on the website in exchange for an access code redeemable for the amount of licenses listed. Payment shall be made within fourteen (14) calendar days of the invoice date.
3.2 Licenses on the Pistachio Platform shall be valid for one (1) year ("Initial Term"), and thereafter on a continuing basis be automatically renewed for a period equal to the Initial Term, unless terminated by either Party upon three (3) months' written notice prior to the end of the Initial Term or, if automatically renewed, the end of the last renewal period during which the licenses were automatically renewed (collectively, the "Duration").
3.3 Access codes generated through the Pistachio Partner Platform become invalid after 180 days, and can no longer be redeemed after that time for licenses. Reseller is not entitled to a refund or any other form of compensation for invalidated access codes, and a new access code will not be issued to replace the invalid code.
3.4 If Reseller fails to make payment by the agreed time, Pistachio is entitled to claim interest on any overdue amount, pursuant to the Act No. 100 of 17 December 1976 relating to Interest on Overdue Payments, etc. (Late Payment Interest Act).
3.5 Pistachio may change the prices listed on the Pistachio Partner Platform by providing thirty (30) days' written notice to Reseller. Price changes only affect the price Reseller must pay for new access codes.
4. INTELLECTUAL PROPERTY RIGHTS AND THIRD PARTY CONTENT
4.1 Reseller acknowledges and agrees that all Intellectual Property Rights related to the Pistachio Platform or Pistachio Partner Platform are under the sole and exclusive ownership of Pistachio and its licensors, and that nothing in these Terms transfer or grant any rights in any Intellectual Property Rights related to the Pistachio Platform or Pistachio Partner Platform, other than the limited right to access and use the Pistachio Partner Platform or any associated materials and content in accordance with these Terms.
4.2 Pistachio may host Third Party Content that is accessed by Reseller's use of the Pistachio Partner Platform. Any Intellectual Property Rights in the Third Party Content shall remain with its owners or licensors.
4.3 Pistachio makes various brand assets and sales materials available for Reseller on the Pistachio Partner Platform. Reseller agrees to follow all restrictions and guidelines listed on the Pistachio Partner Platform for the use of those assets and materials. Upon termination of this Agreement, Reseller shall destroy all copies of such assets and materials.
5. CONFIDENTIALITY
5.1 Each Party shall hold the other’s Confidential Information in confidence and not make such Confidential Information available to any third party, unless agreed in writing by the disclosing Party. Neither Party shall use the other’s Confidential Information for any purpose other than the implementation of these Terms.
5.2 Each party shall take all reasonable steps to ensure that Confidential Information is not disclosed or distributed by its employees, agents or independent contractors in breach of the terms of these Terms.
5.3 This section 5 shall survive termination of these Terms for a period of five (5) years.
6. DATA PROTECTION
6.1 Save for in relation to section 6.2 (as applicable), the Parties intend that Pistachio only processes personal data under these Terms as a processor acting on behalf of Reseller as the controller in accordance with Pistachio’s privacy policy.
6.2 Pistachio shall act as a controller and shall collect and otherwise process personal data for purposes related to the delivery of the Pistachio Partner Platform, including but not limited to billing, statistics, security and legal claims and obligations. For further detail on rights and how Pistachio processes personal data as a controller, please refer to Pistachio’s privacy policy.
6.3 Pistachio shall take appropriate and commercially reasonable technical and organisational measures to protect against unauthorised or unlawful processing of any personal data provided by Reseller, or any accidental loss, destruction or damage of such data.
7. CUSTOMER TERMS
7.1 Customer is required to accept Pistachio's Terms of Service for Customers Purchasing via a Reseller prior to redeeming an access code in exchange for licenses on the Pistachio Platform. Pistachio advises Reseller to refer to the abovementioned terms when entering into an agreement with Customer.
7.2 Reseller is not entitled to a refund or any other form of compensation for an access code that is not redeemed due to a Customer's failure to accept the terms mentioned in section 7.1 above.
8. RESTRICTIONS ON OFFERS
8.1 The Pistachio Partner Platform provides guidance as to the minimum and maximum price that Reseller is allowed to offer to a Customer for a given number of licenses ("Allowed Price Range"). Save for in relation to section 8.2, Reseller shall not offer a price to a Customer that is outside of Allowed Price Range.
8.2 In the event that Reseller offers Pistachio to Customers as a part of a bundle of goods and services, or an add-on to existing goods and services, the total price of the bundle paid by Customer to Reseller must be more than double the maximum of the Allowed Price Range.
8.3 Reseller shall not offer, either as a part of a bundle referred to in section 8.2 above or as a part of a separate agreement, services related to the administration or management of the Pistachio Platform.
9. COMPETITION
9.1 Nothing in these Terms creates an obligation for Pistachio to avoid selling directly to any geographical area, industry, or set of potential customers.
9.2 Pistachio agrees it will avoid contacting potential customers directly for the duration of the free trial, with the exception of automated outreach enticing potential customers to sign up online. If Reseller intends to sign a potential customer after the free trial has ended, Reseller must contact Pistachio to request that Pistachio avoid direct sales outreach to that potential customer. Pistachio is not required to comply with such requests.
10. TERM AND TERMINATION
10.1 The duration of these Terms shall commence on the Effective Date and shall remain in effect indefinitely, unless terminated in accordance with the provisions of this section 9.
10.2 Either Party may terminate this Agreement at any time and for any reason by providing the other Party with written notice. The termination shall be effective immediately.
10.3 Upon termination, Pistachio will issue a final invoice to Reseller for any outstanding amount due. Reseller will immediately lose access to the Pistachio Partner Platform, but Customers will retain access to the Pistachio Platform in accordance with section 3.2 above.
11. GENERAL PROVISIONS
11.1 Pistachio may transfer its rights and obligations under this Agreement to another company provided that such a transfer is done in connection with a reorganization, merger, or sale of all or substantially all of such Pistachio's assets. This will not affect Reseller's rights or Pistachio's obligations under this Agreement. Reseller may only transfer its rights and obligations under this Agreement to another person, company or legal entity if Pistachio agrees in writing.
11.2 If any provision (or part of a provision) of these Terms are found to be invalid, unenforceable or illegal, the other provisions (or parts of any provisions) shall remain in force.
11.3 These Terms may be modified by Reseller Addendum entered into by the parties.
11.4 These Terms shall be governed by, and construed in accordance with, the laws of Norway and the parties irrevocably submit to the exclusive jurisdiction of the Norwegian Courts.
THIS TERMS OF SERVICE AGREEMENT ("Terms") is made between:
Pistachio AS, a company registered in Norway, under company number 929 575 717, whose registered office is at Karvesvingen 7, 0579 Oslo ("Pistachio"); and
The person or entity that intends to resell the services of Pistachio AS as set out in the Order Form (“Reseller”).
(Pistachio and Reseller may each be referred to as a "Party" and collectively the "Parties".)
WHEREAS:
Pistachio AS offers an online platform that facilitates a range of cybersecurity awareness training and attack simulation services ("Pistachio Platform");
Pistachio AS provides an online platform that facilitates Reseller in performing activities related to managing and selling the Pistachio Platform ("Pistachio Partner Platform");
Pistachio grants Reseller access to the Pistachio Partner Platform (including any new versions of the Pistachio Partner Platform, which are made available by Pistachio from time to time) in accordance with the terms and conditions set out in this Agreement.
THEREFORE, in consideration of the premises and the mutual covenants contained in these Terms, the parties agree as follows:
1. INTERPRETATION
1.1 In addition to other terms that may be defined elsewhere in these Terms, the following expressions shall have the meanings set forth in the tables below:
“Confidential Information” means any information that is clearly labelled or identified as confidential or ought to reasonably be treated as being confidential. Confidential Information includes this Agreement, any materials and content made available in the Pistachio Platform and any Third Party Content (other than anonymised or aggregated derivatives of Third Party Content), excluding any information which (i) is or becomes publicly known other than through a breach of this Agreement or other obligation of confidentiality; (ii) was in the receiving Party’s lawful possession before the disclosure; (iii) is lawfully disclosed to the receiving Party by a third party without restriction on disclosure; (iv) is independently developed by the receiving Party and that independent development can be shown by written evidence; or (v) is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
"Intellectual Property Rights" means all copyright and related rights, patents, rights to inventions, utility models, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection.
"Customer" or "Customers" means the entity or entities purchasing the right to access and use the Pistachio Platform from Reseller.
"Order Form" means the agreement between Reseller and Customer setting out the terms for Customer to access and use the Pistachio Platform.
"Third Party Content" means any data, information, content including trademarks, logos, software or other Intellectual Property Rights of a third party, including any of which is accessed by Customer’s use of the Pistachio Platform or Reseller's user of the Pistachio Partner Platform.
"Effective Date" means the date when the Reseller accepted these Terms.
2. USE OF THE PISTACHIO PARTNER PLATFORM
2.1 Pistachio hereby grants Reseller a non-exclusive, non-transferable, non-sublicensable right to access and use the Pistachio Partner Platform in accordance with these Terms and the information made available within the Pistachio Partner Platform.
2.2 Pistachio shall use its best efforts to ensure (i) that the Pistachio Partner Platform shall be uninterrupted and error-free; (ii) that major defects will be corrected; (iii) that there are no viruses or other harmful components; and (iv) that the security methods employed shall be sufficient.
2.3 Reseller acknowledges and agrees that Pistachio without liability may (i) modify, suspend or discontinue any part or whole of the Pistachio Partner Platform; and (ii) collect and use Reseller's user data from which any natural person cannot, directly or indirectly, be identified, for benchmarking, commercial, statistical, analytical and/or marketing purposes.
2.4 Reseller acknowledges and agrees to use the Pistachio Partner Platform for the sole purpose of selling the Pisachio Platform to potential Customers and managing the relationship with said Customers as it relates to the Pistachio Platform.
2.5 Reseller shall not attempt, permit, or enable others to: (i) sell, lease, rent, copy, and/or provide access to the Pistachio Partner Platform to any third party; (ii) violate any applicable laws or regulations while using the Pistachio Partner Platform or upload, make available and/or share any information which violates the rights of third parties, including but not limited to, any Intellectual Property Rights or the privacy rights of third parties, or contains any false, fraudulent, illegal, harmful and/or defamatory material; (iii) scan and/or test the vulnerability of the Pistachio Partner Platform or breach, disable, circumvent, remove or damage any authentication or security measures or any other technical restrictions on the Pistachio Partner Platform; (iv) reverse engineer or otherwise use the Pistachio Partner Platform in any way to develop, test, enhance or calibrate any models, system, or software that are similar to any features of the Pistachio Partner Platform or Pistachio Platform; or (v) remove any proprietary notices attached to the Pistachio Partner Platform and any associated materials and content.
3. FEES
3.1 Reseller is able to create access codes that grant licenses to the Pistachio Platform via the Pistachio Partner Platform. Generating an access code is treated as a binding agreement between Reseller and Pistachio for Reseller to pay Pistachio the price listed on the website in exchange for an access code redeemable for the amount of licenses listed. Payment shall be made within fourteen (14) calendar days of the invoice date.
3.2 Licenses on the Pistachio Platform shall be valid for one (1) year ("Initial Term"), and thereafter on a continuing basis be automatically renewed for a period equal to the Initial Term, unless terminated by either Party upon three (3) months' written notice prior to the end of the Initial Term or, if automatically renewed, the end of the last renewal period during which the licenses were automatically renewed (collectively, the "Duration").
3.3 Access codes generated through the Pistachio Partner Platform become invalid after 180 days, and can no longer be redeemed after that time for licenses. Reseller is not entitled to a refund or any other form of compensation for invalidated access codes, and a new access code will not be issued to replace the invalid code.
3.4 If Reseller fails to make payment by the agreed time, Pistachio is entitled to claim interest on any overdue amount, pursuant to the Act No. 100 of 17 December 1976 relating to Interest on Overdue Payments, etc. (Late Payment Interest Act).
3.5 Pistachio may change the prices listed on the Pistachio Partner Platform by providing thirty (30) days' written notice to Reseller. Price changes only affect the price Reseller must pay for new access codes.
4. INTELLECTUAL PROPERTY RIGHTS AND THIRD PARTY CONTENT
4.1 Reseller acknowledges and agrees that all Intellectual Property Rights related to the Pistachio Platform or Pistachio Partner Platform are under the sole and exclusive ownership of Pistachio AS and its licensors, and that nothing in these Terms transfer or grant any rights in any Intellectual Property Rights related to the Pistachio Platform or Pistachio Partner Platform, other than the limited right to access and use the Pistachio Partner Platform or any associated materials and content in accordance with these Terms.
4.2 Pistachio may host Third Party Content that is accessed by Reseller's use of the Pistachio Partner Platform. Any Intellectual Property Rights in the Third Party Content shall remain with its owners or licensors.
4.3 Pistachio makes various brand assets and sales materials available for Reseller on the Pistachio Partner Platform. Reseller agrees to follow all restrictions and guidelines listed on the Pistachio Partner Platform for the use of those assets and materials. Upon termination of this Agreement, Reseller shall destroy all copies of such assets and materials.
5. CONFIDENTIALITY
5.1 Each Party shall hold the other’s Confidential Information in confidence and not make such Confidential Information available to any third party, unless agreed in writing by the disclosing Party. Neither Party shall use the other’s Confidential Information for any purpose other than the implementation of these Terms.
5.2 Each party shall take all reasonable steps to ensure that Confidential Information is not disclosed or distributed by its employees, agents or independent contractors in breach of the terms of these Terms.
5.3 This section 5 shall survive termination of these Terms for a period of five (5) years.
6. DATA PROTECTION
6.1 Save for in relation to section 6.2 (as applicable), the Parties intend that Pistachio only processes personal data under these Terms as a processor acting on behalf of Reseller as the controller in accordance with Pistachio’s privacy policy.
6.2 Pistachio shall act as a controller and shall collect and otherwise process personal data for purposes related to the delivery of the Pistachio Partner Platform, including but not limited to billing, statistics, security and legal claims and obligations. For further detail on rights and how Pistachio processes personal data as a controller, please refer to Pistachio’s privacy policy.
6.3 Pistachio shall take appropriate and commercially reasonable technical and organisational measures to protect against unauthorised or unlawful processing of any personal data provided by Reseller, or any accidental loss, destruction or damage of such data.
7. CUSTOMER TERMS
7.1 Customer is required to accept Pistachio's Terms of Service for Customers Purchasing via a Reseller prior to redeeming an access code in exchange for licenses on the Pistachio Platform. Pistachio advises Reseller to refer to the abovementioned terms when entering into an agreement with Customer.
7.2 Reseller is not entitled to a refund or any other form of compensation for an access code that is not redeemed due to a Customer's failure to accept the terms mentioned in section 7.1 above.
8. RESTRICTIONS ON OFFERS
8.1 The Pistachio Partner Platform provides guidance as to the minimum and maximum price that Reseller is allowed to offer to a Customer for a given number of licenses ("Allowed Price Range"). Save for in relation to section 8.2, Reseller shall not offer a price to a Customer that is outside of Allowed Price Range.
8.2 In the event that Reseller offers Pistachio to Customers as a part of a bundle of goods and services, or an add-on to existing goods and services, the total price of the bundle paid by Customer to Reseller must be more than double the maximum of the Allowed Price Range.
8.3 Reseller shall not offer, either as a part of a bundle referred to in section 8.2 above or as a part of a separate agreement, services related to the administration or management of the Pistachio Platform.
9. COMPETITION
9.1 Nothing in these Terms creates an obligation for Pistachio to avoid selling directly to any geographical area, industry, or set of potential customers.
9.2 Pistachio agrees it will avoid contacting potential customers directly for the duration of the free trial, with the exception of automated outreach enticing potential customers to sign up online. If Reseller intends to sign a potential customer after the free trial has ended, Reseller must contact Pistachio to request that Pistachio avoid direct sales outreach to that potential customer. Pistachio is not required to comply with such requests.
10. TERM AND TERMINATION
10.1 The duration of these Terms shall commence on the Effective Date and shall remain in effect indefinitely, unless terminated in accordance with the provisions of this section 9.
10.2 Either Party may terminate this Agreement at any time and for any reason by providing the other Party with written notice. The termination shall be effective immediately.
10.3 Upon termination, Pistachio will issue a final invoice to Reseller for any outstanding amount due. Reseller will immediately lose access to the Pistachio Partner Platform, but Customers will retain access to the Pistachio Platform in accordance with section 3.2 above.
11. GENERAL PROVISIONS
11.1 Pistachio may transfer its rights and obligations under this Agreement to another company provided that such a transfer is done in connection with a reorganization, merger, or sale of all or substantially all of such Pistachio's assets. This will not affect Reseller's rights or Pistachio's obligations under this Agreement. Reseller may only transfer its rights and obligations under this Agreement to another person, company or legal entity if Pistachio agrees in writing.
11.2 If any provision (or part of a provision) of these Terms are found to be invalid, unenforceable or illegal, the other provisions (or parts of any provisions) shall remain in force.
11.3 These Terms shall be governed by, and construed in accordance with, the laws of Norway and the parties irrevocably submit to the exclusive jurisdiction of the Norwegian Courts.
THIS TERMS OF SERVICE AGREEMENT ("Terms") is made between:
Pistachio AS, a company registered in Norway, under company number 929 575 717, whose registered office is at Møllergata 23, 0179, Oslo ("Pistachio"); and
The person or entity that intends to resell the services of Pistachio AS as set out in the Order Form (“Reseller”).
(Pistachio and Reseller may each be referred to as a "Party" and collectively the "Parties".)
WHEREAS:
Pistachio AS offers an online platform that facilitates a range of cybersecurity awareness training and attack simulation services ("Pistachio Platform");
Pistachio AS provides an online platform that facilitates Reseller in performing activities related to managing and selling the Pistachio Platform ("Pistachio Partner Platform");
Pistachio grants Reseller access to the Pistachio Partner Platform (including any new versions of the Pistachio Partner Platform, which are made available by Pistachio from time to time) in accordance with the terms and conditions set out in this Agreement.
THEREFORE, in consideration of the premises and the mutual covenants contained in these Terms, the parties agree as follows:
1. INTERPRETATION
1.1 In addition to other terms that may be defined elsewhere in these Terms, the following expressions shall have the meanings set forth in the tables below:
“Confidential Information” means any information that is clearly labelled or identified as confidential or ought to reasonably be treated as being confidential. Confidential Information includes this Agreement, any materials and content made available in the Pistachio Platform and any Third Party Content (other than anonymised or aggregated derivatives of Third Party Content), excluding any information which (i) is or becomes publicly known other than through a breach of this Agreement or other obligation of confidentiality; (ii) was in the receiving Party’s lawful possession before the disclosure; (iii) is lawfully disclosed to the receiving Party by a third party without restriction on disclosure; (iv) is independently developed by the receiving Party and that independent development can be shown by written evidence; or (v) is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
"Intellectual Property Rights" means all copyright and related rights, patents, rights to inventions, utility models, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection.
"Customer" or "Customers" means the entity or entities purchasing the right to access and use the Pistachio Platform from Reseller.
"Order Form" means the agreement between Reseller and Customer setting out the terms for Customer to access and use the Pistachio Platform.
"Third Party Content" means any data, information, content including trademarks, logos, software or other Intellectual Property Rights of a third party, including any of which is accessed by Customer’s use of the Pistachio Platform or Reseller's user of the Pistachio Partner Platform.
"Effective Date" means the date when the Reseller accepted these Terms.
2. USE OF THE PISTACHIO PARTNER PLATFORM
2.1 Pistachio hereby grants Reseller a non-exclusive, non-transferable, non-sublicensable right to access and use the Pistachio Partner Platform in accordance with these Terms and the information made available within the Pistachio Partner Platform.
2.2 Pistachio shall use its best efforts to ensure (i) that the Pistachio Partner Platform shall be uninterrupted and error-free; (ii) that major defects will be corrected; (iii) that there are no viruses or other harmful components; and (iv) that the security methods employed shall be sufficient.
2.3 Reseller acknowledges and agrees that Pistachio without liability may (i) modify, suspend or discontinue any part or whole of the Pistachio Partner Platform; and (ii) collect and use Reseller's user data from which any natural person cannot, directly or indirectly, be identified, for benchmarking, commercial, statistical, analytical and/or marketing purposes.
2.4 Reseller acknowledges and agrees to use the Pistachio Partner Platform for the sole purpose of selling the Pisachio Platform to potential Customers and managing the relationship with said Customers as it relates to the Pistachio Platform.
2.5 Reseller shall not attempt, permit, or enable others to: (i) sell, lease, rent, copy, and/or provide access to the Pistachio Partner Platform to any third party; (ii) violate any applicable laws or regulations while using the Pistachio Partner Platform or upload, make available and/or share any information which violates the rights of third parties, including but not limited to, any Intellectual Property Rights or the privacy rights of third parties, or contains any false, fraudulent, illegal, harmful and/or defamatory material; (iii) scan and/or test the vulnerability of the Pistachio Partner Platform or breach, disable, circumvent, remove or damage any authentication or security measures or any other technical restrictions on the Pistachio Partner Platform; (iv) reverse engineer or otherwise use the Pistachio Partner Platform in any way to develop, test, enhance or calibrate any models, system, or software that are similar to any features of the Pistachio Partner Platform or Pistachio Platform; or (v) remove any proprietary notices attached to the Pistachio Partner Platform and any associated materials and content.
3. FEES
3.1 Reseller is able to create access codes that grant licenses to the Pistachio Platform via the Pistachio Partner Platform. Generating an access code is treated as a binding agreement between Reseller and Pistachio for Reseller to pay Pistachio the price listed on the website in exchange for an access code redeemable for the amount of licenses listed. Payment shall be made within fourteen (14) calendar days of the invoice date.
3.2 Licenses on the Pistachio Platform shall be valid for one (1) year ("Initial Term"), and thereafter on a continuing basis be automatically renewed for a period equal to the Initial Term, unless terminated by either Party upon three (3) months' written notice prior to the end of the Initial Term or, if automatically renewed, the end of the last renewal period during which the licenses were automatically renewed (collectively, the "Duration").
3.3 Access codes generated through the Pistachio Partner Platform become invalid after 180 days, and can no longer be redeemed after that time for licenses. Reseller is not entitled to a refund or any other form of compensation for invalidated access codes, and a new access code will not be issued to replace the invalid code.
3.4 If Reseller fails to make payment by the agreed time, Pistachio is entitled to claim interest on any overdue amount, pursuant to the Act No. 100 of 17 December 1976 relating to Interest on Overdue Payments, etc. (Late Payment Interest Act).
3.5 Pistachio may change the prices listed on the Pistachio Partner Platform by providing thirty (30) days' written notice to Reseller. Price changes only affect the price Reseller must pay for new access codes.
4. INTELLECTUAL PROPERTY RIGHTS AND THIRD PARTY CONTENT
4.1 Reseller acknowledges and agrees that all Intellectual Property Rights related to the Pistachio Platform or Pistachio Partner Platform are under the sole and exclusive ownership of Pistachio AS and its licensors, and that nothing in these Terms transfer or grant any rights in any Intellectual Property Rights related to the Pistachio Platform or Pistachio Partner Platform, other than the limited right to access and use the Pistachio Partner Platform or any associated materials and content in accordance with these Terms.
4.2 Pistachio may host Third Party Content that is accessed by Reseller's use of the Pistachio Partner Platform. Any Intellectual Property Rights in the Third Party Content shall remain with its owners or licensors.
4.3 Pistachio makes various brand assets and sales materials available for Reseller on the Pistachio Partner Platform. Reseller agrees to follow all restrictions and guidelines listed on the Pistachio Partner Platform for the use of those assets and materials. Upon termination of this Agreement, Reseller shall destroy all copies of such assets and materials.
5. CONFIDENTIALITY
5.1 Each Party shall hold the other’s Confidential Information in confidence and not make such Confidential Information available to any third party, unless agreed in writing by the disclosing Party. Neither Party shall use the other’s Confidential Information for any purpose other than the implementation of these Terms.
5.2 Each party shall take all reasonable steps to ensure that Confidential Information is not disclosed or distributed by its employees, agents or independent contractors in breach of the terms of these Terms.
5.3 This section 5 shall survive termination of these Terms for a period of five (5) years.
6. DATA PROTECTION
6.1 Save for in relation to section 6.2 (as applicable), the Parties intend that Pistachio only processes personal data under these Terms as a processor acting on behalf of Reseller as the controller in accordance with Pistachio’s privacy policy.
6.2 Pistachio shall act as a controller and shall collect and otherwise process personal data for purposes related to the delivery of the Pistachio Partner Platform, including but not limited to billing, statistics, security and legal claims and obligations. For further detail on rights and how Pistachio processes personal data as a controller, please refer to Pistachio’s privacy policy.
6.3 Pistachio shall take appropriate and commercially reasonable technical and organisational measures to protect against unauthorised or unlawful processing of any personal data provided by Reseller, or any accidental loss, destruction or damage of such data.
7. CUSTOMER TERMS
7.1 Customer is required to accept Pistachio's Terms of Service for Customers Purchasing via a Reseller prior to redeeming an access code in exchange for licenses on the Pistachio Platform. Pistachio advises Reseller to refer to the abovementioned terms when entering into an agreement with Customer.
7.2 Reseller is not entitled to a refund or any other form of compensation for an access code that is not redeemed due to a Customer's failure to accept the terms mentioned in section 7.1 above.
8. RESTRICTIONS ON OFFERS
8.1 The Pistachio Partner Platform provides guidance as to the minimum and maximum price that Reseller is allowed to offer to a Customer for a given number of licenses ("Allowed Price Range"). Save for in relation to section 8.2, Reseller shall not offer a price to a Customer that is outside of Allowed Price Range.
8.2 In the event that Reseller offers Pistachio to Customers as a part of a bundle of goods and services, or an add-on to existing goods and services, the total price of the bundle paid by Customer to Reseller must be more than double the maximum of the Allowed Price Range.
8.3 Reseller shall not offer, either as a part of a bundle referred to in section 8.2 above or as a part of a separate agreement, services related to the administration or management of the Pistachio Platform.
9. COMPETITION
9.1 Nothing in these Terms creates an obligation for Pistachio to avoid selling directly to any geographical area, industry, or set of potential customers.
9.2 Pistachio agrees it will avoid contacting potential customers directly for the duration of the free trial, with the exception of automated outreach enticing potential customers to sign up online. If Reseller intends to sign a potential customer after the free trial has ended, Reseller must contact Pistachio to request that Pistachio avoid direct sales outreach to that potential customer. Pistachio is not required to comply with such requests.
10. TERM AND TERMINATION
10.1 The duration of these Terms shall commence on the Effective Date and shall remain in effect indefinitely, unless terminated in accordance with the provisions of this section 9.
10.2 Either Party may terminate this Agreement at any time and for any reason by providing the other Party with written notice. The termination shall be effective immediately.
10.3 Upon termination, Pistachio will issue a final invoice to Reseller for any outstanding amount due. Reseller will immediately lose access to the Pistachio Partner Platform, but Customers will retain access to the Pistachio Platform in accordance with section 3.2 above.
11. GENERAL PROVISIONS
11.1 Pistachio may transfer its rights and obligations under this Agreement to another company provided that such a transfer is done in connection with a reorganization, merger, or sale of all or substantially all of such Pistachio's assets. This will not affect Reseller's rights or Pistachio's obligations under this Agreement. Reseller may only transfer its rights and obligations under this Agreement to another person, company or legal entity if Pistachio agrees in writing.
11.2 If any provision (or part of a provision) of these Terms are found to be invalid, unenforceable or illegal, the other provisions (or parts of any provisions) shall remain in force.
11.3 These Terms shall be governed by, and construed in accordance with, the laws of Norway and the parties irrevocably submit to the exclusive jurisdiction of the Norwegian Courts.
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