B2B Partners Terms of Service

Partner Terms & Conditions

By using the Partner Platform, participating in any Partner Program activities, or clicking on “I agree” (or a similar box or button) when you sign up for a Partner Account, you agree to be bound by the applicable sections of the following Partner Program Agreement (the “Agreement”). The Agreement is between you, as Partner (as defined below in Section A.1.) and Proton AG. (“Proton”) and together. Each of Partner and Proton a “Party”, and together the “Parties”. You can review the current version of the Agreement at any time at proton.me/partners/referrals/terms. Proton reserves the right to update and change the Agreement by posting updates and changes here: proton.me/partners/referrals/terms. If a significant change is made, we will provide reasonable notice by email or by notice in the Partner Dashboard. You are advised to check the Agreement from time to time for any updates or changes that may impact you. Any reference to the Agreement includes any and all terms and documents incorporated by reference, including but not limited to:

Proton Trademark Usage Guidelines
Revenue Commission Plans (in appendices)
Proton Partner Program Privacy Policy

This Agreement addresses different types of Partner activities detailed in Section 1.

You must read, agree with and accept all of the terms and conditions contained in this Agreement, including Proton Partner Program Privacy Policy before you become a Partner. For the avoidance of doubt, those policies are part of this Agreement and are incorporated by reference.

Please read the entire Agreement for the complete picture of your legal requirements. This Agreement governs your activities as a Partner, including access to the Partner Dashboard and participation in the activities described on the Partner Program. Be sure to occasionally check back for updates.

1. Definitions

Unless defined elsewhere in the Agreement, capitalized terms set out in the Agreement are defined as follows:

“Customer” means an individual or business that uses the Services

“Customer Account” means any account opened by a Customer for the purpose of using the Services

“Customer Data” means information (including personal information) relating to a Customer, including but not limited to personal, business, financial and product information.

“Partner” or “You” means an individual or entity that has agreed to the terms of this Agreement and participates in the Proton Partner Program with their Partner Account and:

is approved by Proton;
promotes Services through activities specifically agreed with Proton, either through a unique link which allows to detect that a new subscription to the Services was made in connection with a Partner (a "Referral Link"), or on a case-by-case basis (e.g. co-marketing); and
distributes and/or resells Services in accordance with Proton policies.

Partners are broken down into the following categories based on their activities:

“Creator Partner” means a Partner that promotes Services through inclusion of promotional material in media content that they create and has been recognized by Proton as such in the Partner Program (including but not limited to influencers and video-makers)
“Reseller Partner” means a Partner that resells Services directly or through a distributor and has been recognized by Proton as such in the Partner Program (including but not limited to managed service provides and license wholesalers)
“Services Partner” means a Partner that provides services such as consulting, transformation, deployment, delivery, migration, project management and/or training to Customer of Services and has been recognized by Proton as such in the Partner Program (including but not limited to agencies, consultant, system integrators, and professional services providers)
“Technology Partner” means a Partner that develops integrated solutions and/or applications based on Services and has been recognized by Proton as such in the Partner Program (including but not limited to independent software vendors, independent hardware vendors, hyperscalers and cloud service providers)
“Affiliate Partner” means a Partner that promotes the Services in any other manner and has been recognized by Proton as such in the Partner Program.

“Partner Account” means a Proton Partner Program account.

“Partner Dashboard” means the internal administrative page available at: https://proton.me/partners that allows Partners to manage their Partner Account.

“Partner Directory” means Proton’s directory of Partners which allows Customers to browse and contact Partners. The listed Partners are available, among other things, to assist customers to implement the Services adequately.

“Partner ID” means the unique identifier given by Proton to Partner to track referred customers to Proton.

“Partner Manager” means the Proton employee designated by Proton from time to time as the Partner’s primary Proton contact.

“Payment Period” has the meaning set out in Section 3.2.

“Revenue Commission Plan” has the meaning as set out in Appendices 1 and 2.

“Partner Program” means the resources made available by Proton to Partners at: https://proton.me/partners

“Proton Creative” means any marketing or promotional materials relating to Proton or Proton brands, including but not limited to copyrighted content, hypertext links, domain names, icons, buttons, banners, graphic files, images, and the Proton Trademarks.

“Proton Related Entity/ies” means any entity that directly or indirectly controls, is controlled by, or is under common control with, Proton; where “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of another, whether through the ownership of voting securities, by contract, as trustee or executor, or otherwise.

“Proton Trademarks” means the trademarks, logos, service marks and trade names of Proton AG and any Proton Related Entities, whether registered or unregistered.

“Referred Customer” means any unique Customer that: (a) has registered for a paid Proton account; and (b) was introduced by a Partner that actively promoted the Service.

“Revenue Generating Activity” means a revenue generating activity carried out by Partner, as determined by Proton, including the following:

Introduction of a Referred Customer to Proton via Partner’s Referral Link
A Revenue Generating Activity will be attributed to Partner on the date the Customer makes the initial payment of subscription fees for the relevant Customer Account.

“Sanctions” means any applicable economic sanctions or anti-terrorism laws or measures decided by the competent Swiss authorities.

“Sanctioned Person” means any individual or entity listed or designated under Sanctions or located or resident in or organized under the laws of a country or territory that is the subject of comprehensive territorial Sanctions, or any entity directly or indirectly owned or controlled by one or more of the foregoing.

“Services” means one or more products or services offered by Proton available at proton.me, protonvpn.com and any associated websites, as well as on different app distribution platforms (including but not limited to Google Play Store and Apple App Store). The Services are including but not limited to the following:

Proton Mail, or Mail, the end-to-end encrypted email service offered by Proton at proton.me/mail
Proton Drive, or Drive, the end-to-end encrypted file storage service offered by Proton at proton.me/drive
Proton Calendar, or Calendar, the end-to-end encrypted calendar service offered by Proton at proton.me/calendar
Proton Pass, or Pass, the password manager service offered by Proton at proton.me/pass
Proton VPN, or VPN, the virtual private network service offered by Proton at protonvpn.com.

“Taxes” means all federal, provincial, state, local, or other governmental sales, value-added, goods and services, harmonized or other taxes, fees, or charges now in force or enacted in the future.

“Websites” means any websites that are owned, operated, or managed by a Partner and that relate to Partner’s activities pursuant to this Agreement.

2. Partner Responsibilities

2.1. Marketing Activities

Partner will bear all costs and expenses related to Partner’s marketing or promotion of Proton or any Proton Related Entity, and, as applicable, Partner’s Applications, Websites, or Partner’s other products or services associated with Partner’s participation in the Partner Program (collectively, “Partner Marketing Activities”) in any area, location, territory, or jurisdiction, unless otherwise determined by Proton in its sole discretion.
In no event will Partner engage in any Partner Marketing Activities except as expressly set forth in this Agreement. In the event that Partner has a list of emails where the individuals on the list have expressly elected to receive emails from Partner (“Opt-in List”), Partner may make a written request to Proton to send emails regarding the offering of Proton and Proton Related Entities to the individuals on the Opt-in List (and Proton may, in its sole discretion, allow Partner to send such emails). In conducting all Partner Marketing Activities, Partner will comply with all applicable laws, rules, regulations, and directives, including but not limited to those relating to email marketing and “spamming”. Unless Partner has secured the consent of the applicable Customer first, Partner will not email any Customer or Partner whose email address they have received via Proton.
Without limiting the generality of Section 2.1.2, Partner will (i) not send any email regarding Proton or Proton Related Entities to any individual or entity that has not requested such information; (ii) always include Partner’s contact information and “unsubscribe” information in any email regarding Proton, Proton Related Entities, the Service, or the Proton platform; and (iii) not imply that such emails are being sent on behalf of Proton or Proton Related Entities.
A Partner will not:
promote or advertise Proton or Proton Related Entities on coupon, deal, or discount sites or on GTP/Get Paid to Click or other incentivized sites, or display any offer code on a public-facing page or through the use of a “click to display” offer code;
use its Referral Link directly in any pay-per-click advertising;
purchase search engine or other pay-per-click keywords (such as Google Ads), trademarks or domain names that use the Proton Trademarks or the names or trademarks of any Proton Related Entities or any variations or misspellings thereof that may be deceptively or confusingly similar to the Proton Trademarks or the names or trademarks of any Proton Related Entity;
create or participate in any third party networks or sub-affiliate networks without the express written permission of Proton;
use or encourage any means of delivering fraudulent traffic, including but not limited to use of bots or toolbar traffic, cookie stuffing, or use of false or misleading links;
use direct linking to any page on any Proton website, without prior written permission from Proton; or
mask its referral sites or use deceptive redirecting links.
A Partner will not (i) engage in any marketing methods with respect to Proton or Proton Related Entities, including but not limited to online and offline methods such as fax, broadcast, telemarketing, SMS/text message, email communications, social media or video platforms; (ii) use malware, spyware or any other aggressive advertising or marketing methods in any of its dealings relating to Proton or Proton Related Entities; (iii) make any false, misleading or disparaging representations or statements with respect to Proton or Proton Related Entities; (iv) prior to the termination of this Agreement in accordance with its terms, target communications to Customer solely on the basis of the intended recipient being a Customer and with the intention of migrating Customer away from the Services; (v) copy, resemble or mirror the look and feel of Proton’s websites, Proton Trademarks or Services or otherwise misrepresent Partner’s affiliation with Proton or Protony Related Entities; or (vi) engage in any other practices which may adversely affect the credibility or reputation of Proton or Proton Related Entities, including but not limited to using any Website in any manner, or having any content on any Website, that (a) uses aggressive or low-quality marketing, including marketing services that are unrelated to Proton or the Partner’s services, (b) promotes sexually explicit materials, violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation or age, or any illegal or objectionable activities, or (c) violates any intellectual property or other proprietary rights of any third party.

2.2. Compliance with Laws

In addition to, and without limiting the provisions of this Agreement, Partner will perform its obligations under this Agreement in accordance with the highest applicable industry standards and in compliance with all applicable laws, rules and regulations, including obtaining any licenses required in order for Partner to operate and to offer the products or services associated with Partner’s participation in the Partner Program.
Partner represents and warrants that (i) none of the Partner, its subsidiaries, its directors, officers, or employees engaged with Proton is a Sanctioned Person or is owned or controlled by one or more Sanctioned Persons. In the event that the Partner becomes aware or suspects that the foregoing representation and warranty may no longer be accurate, it will immediately notify Proton in writing.
Without limiting the foregoing, in performing its obligations and using the Services under this Agreement, the Partner agrees that Partner (i) will not engage directly or indirectly in any activities or transactions that involve, relate to, or benefit a Sanctioned Person, and (ii) it will immediately notify Proton in writing if it becomes aware of or suspects any violation of Sanctions or the related provisions of this Agreement.
For the avoidance of doubt and without limiting Proton’s general termination rights, by entering into this Agreement, Partner acknowledges that Proton reserves the unilateral right to terminate this Agreement with Partner with immediate effect via written notice in the event that Proton, in its sole discretion, determines that Partner (i) is or becomes a Sanctioned Person and/or (ii) is or becomes in breach of any of its representations, warranties, and/or covenants in this Section 2.2.

2.3. Partner Duty to Inform

Partner will promptly inform Proton of any information known to Partner that could reasonably lead to a claim, demand, or liability of or against Proton or the Proton Related Entities by any third party.

2.4. Other Partner Terms

To access and use the Services, you must first register for a Partner Account.
If the Partner is an individual, you must be the older of (i) 18 years, or (ii) at least the age of majority in the jurisdiction where you reside and from where you carry out Partner activities.
You confirm that you are becoming a Partner for the purposes of carrying on a business activity and not for any personal, household or family purpose.
To become a Partner, Partner must create a Partner Account by providing all information indicated as required. Proton may reject an application for a Partner Account for any reason, in its sole discretion. Each Partner Account must include a full legal name and a valid email address. Partner acknowledges that Proton will use the email address provided by Partner as the primary method for communication.
Partner is responsible for keeping its Partner Account password secure. Proton cannot and will not be liable for any loss or damage arising from Partner’s failure to maintain the security of the Partner Account and password. Proton may request additional security measures at any time and reserves the right to adjust these requirements at its discretion.
If you sign up for a Partner Account on behalf of your employer, your employer will be deemed to be the Partner for the purpose of this Agreement, and you represent and warrant that you have the authority to bind your employer to this Agreement. Each Partner is responsible for: (a) ensuring that its employees, agents and subcontractors comply with this Agreement and (b) any breach of this Agreement by Partner’s employees, agents or subcontractors.
Partner acknowledges and agrees that Partner will be responsible for the performance of all of its obligations under the Agreement, regardless of whether it sublicenses or subcontracts any such obligations to any third party, including but not limited to any affiliates or subsidiaries of Partner.
Partner acknowledges and agrees that Partner’s participation in the Proton Partner Program, including information transmitted to or stored by Proton, is governed by the Proton Privacy Policy found at https://partners.proton.me/terms/privacy.
The Partner shall acknowledge and promptly respond to reasonable requests for information from Proton. From time to time, the Partner shall take such action and execute and deliver such documents as Proton reasonably requests. In addition and without limiting the foregoing, in the event that Proton contacts the Partner in connection with its Partner Account and requests acknowledgment or response to such communication, the Partner shall respond to Proton promptly.

3. Fees and Payments

3.1. Revenue Sharing Plans

Subject to: (i) Partner’s compliance with this Agreement, and (ii) the revenue sharing and fee plan associated with a Partner’s activities pursuant to the Partner Program, Partner will be entitled to receive certain fees from Proton and Proton will be entitled to receive certain fees from Partner (the “Fees”).
The “Revenue Commission Plans” are revenue sharing plans applicable to Partners that introduce Proton to a Referred Customer through the Partner’s Partner Dashboard (see Appendices 1 and 2). Under the plans, a Partner is entitled to a percentage of certain revenue received from such Referred Customer, to be determined by Proton in its sole discretion, with Proton being entitled to the remaining percentage. In order to continue receiving revenue share for the Customers referred under the plan, Partner must carry out at least one Revenue Generating Activity in each consecutive 36-month period. A description of the current revenue share percentages applicable to Partners, amounts eligible to be included in the Partner’s revenue share, and a description of current Revenue Generating Activities can be found in Appendices 1 and 2. Proton reserves the right to revise the revenue share applicable to the Revenue Commission Planss, and any ongoing obligations to receive revenue share (including required Revenue Generating Activities) from time to time, at its sole discretion, upon reasonable prior notice to Partner. Such notice will be provided by email, posting a notice on the Proton blog, or in the Partner Dashboard.
Proton and the Partner can agree on a different mode of remuneration on a case-by-case basis, in which case the Revenue Commission Plans are modified only to the extent provided for by such different mode of remuneration. The provisions of the Revenue Commission Plans that are not directly modified remain applicable.
Proton reserves the right to (i) demand and receive information from Partners about any Referred Customer, including but not limited to information with respect to traffic sources and methods used to acquire the Referred Customer, and (ii) assess the legitimacy and qualification of such Referred Customer for the purposes of determining whether a Fee is payable for such Referred Customer. Proton will not be responsible to pay any Fees for a Referred Customer owned in whole or in part by a Partner or Partner’s employer (whether full-time, part-time, term or any other employment type relationship).

3.2. Payment

Any Fees payable by one Party to another Party that arise as the result of any activity under this Agreement shall be exclusive of Taxes. Such Taxes are in addition to any Fees. If you are exempt from payment of such Taxes, you must provide us with an original certificate that satisfies applicable legal requirements attesting to tax-exempt status. Tax exemption will only apply from and after the date we receive such certificate. Partners are responsible for all applicable Taxes that arise from or as a result of any activities under this Agreement or with respect to Partners dealings with a Customers. If Taxes are not collected by Proton in respect of Fees or a Partner transaction with a Customer, Partner is responsible for determining if Taxes are payable on such transaction, and, if so, paying Taxes to the appropriate tax authorities.
Proton will issue you an invoice for any Fees Proton is charging you. Proton will prepare an invoice, on Your behalf, to Proton for any Fees that Proton pays to you for referral activities. Invoices are generated when a payout is processed. You can't view invoices for pending transactions.

3.3. Additional Payment Information

Proton may withhold payment if Partner fails to provide Proton with information that is required to make payment.
Notwithstanding anything to the contrary in this Agreement, Proton will not be responsible to pay any Fees:
related to amounts that have been refunded to Customers by Proton;
for a Referred Customer created or owned in whole or in part by a Partner;
related to fraudulent sales;
related to revenues that have been subject to chargebacks;
to Partners who are employed by the Customer to whom the Fees relate (whether full-time, part-time, term or any other employment-type relationship).
If any Fees paid by Proton are subsequently discovered to be subject to one or more of the exclusions set out in Section 3.3.2, or to have been paid in error, Proton will have the right, at its sole discretion, to: (a) reclaim any Fees paid to Partner in error; or (b) set off the amounts described in Section 3.3 from payments due to Partner in future Payment Periods. If the Agreement is terminated before such amounts are fully repaid by Partner to Proton, Partner will pay to Proton the remaining balance within thirty (30) days of the effective date of termination of the Agreement.
Proton reserves the right to modify the Fees or the payment terms at any time upon reasonable advance notice to Partner. Such notice will be provided by email or in the Partner Dashboard. In the event of any disputes over Fees, Proton’s determination will be final and binding.

4. Termination

4.1. Termination

Unless otherwise specified in the Agreement, any Party may terminate this Agreement at any time, with or without cause, effective immediately upon notice to another Party.
Fraudulent or other unacceptable behavior by Partner in violation of Section 2.4 as determined by Proton in its sole discretion, may result in one or more of the following actions being taken by Proton: (a) termination of Partner’s affiliation with Customer(s) within the Partner Account; (b) suspension of some or all Partner privileges under the Partner Program; and (c) termination of the Partner Account entirely without notice to, or recourse for, Partner.

4.2. Consequences of Termination

Upon termination of this Agreement: (a) each Party will return to the other Party, or destroy (and provide certification of such destruction), all property of the other Party in its possession or control (including all Proton Creative and all Confidential Information (as defined below)); (b) Partner will immediately cease displaying any Proton Creative or any Proton Trademarks on any Website or otherwise; and (c) all rights granted to Partner under this Agreement will immediately cease, including but not limited to the right of Partner to access the Partner Account and Partner Dashboard or to receive any payments of Fees under this Agreement, unless otherwise determined by Proton in its sole discretion.
This Section 4.2 and the following Sections will survive any termination or expiration of this Agreement:
Part A: Section 1 (Definitions), Section 5.4 (Proprietary Rights of Proton), Section 6 (Confidentiality), Section 7 (Disclaimer of Warranty), Section 8 (Limitation of Liability and Indemnification), and Section 9 (General Provisions)
In addition, any provisions of this Agreement that, by their nature, are intended to survive, will survive termination.

5. Intellectual Property Rights

5.1. Proton Creative

All Proton Creative will be solely created and provided by Proton unless otherwise agreed to by Proton in writing in advance. Proton will provide Partner with copies of or access to Proton Creative. The Proton Creative may also be accessible from the Partner Program website and the Proton brand guidelines (“Proton Trademark Usage Guidelines”). By using the Proton Creative, you indicate your acceptance of our Proton Trademark Usage Guidelines and you understand that a violation of these guidelines or this Agreement will result in the termination of your license or permission to use the Proton Creative. The Proton Creative is provided “as is” and without warranty of any kind.
Partner may display Proton Creative on the Websites solely for the purpose of marketing and promoting the Services and any Proton brands permitted by Proton and by Proton Related Entities during the term of this Agreement, or until such time as Proton may, upon reasonable prior notice, instruct Partner to cease displaying the Proton Creative. Partner may not alter, amend, adapt or translate the Proton Creative without Proton’s prior written consent. Nothing contained in any Proton Creative will in any way be deemed a representation or warranty of Proton or of any Proton Related Entity. The Proton Creative will at all times be the sole and exclusive property of Proton, and no rights of ownership will at any time vest with Partner, even in such instances where Partner has been authorized by Proton to make changes or modifications to the Proton Creative.

5.2. Proton Trademarks

During the term of this Agreement, Proton hereby grants to Partner a limited, revocable, non-exclusive, non-sublicensable, and non-transferable license to display the Proton Trademarks solely as necessary to perform Partner’s obligations under this Agreement. Partner acknowledges and agrees that: (a) it will use Proton’s Trademarks only as permitted under this Agreement; (b) it will use the Proton Trademarks in a lawful manner and in strict compliance with all format(s), guidelines, standards and other requirements prescribed by Proton in writing from time to time, including but not limited to the Proton Trademark Usage Guidelines; (c) the Proton Trademarks are and will remain the sole property of Proton; (d) nothing in this Agreement will confer in Partner any right of ownership in the Proton Trademarks and all use thereof by Partner will inure to the benefit of Proton; (e) Partner will not, now or in the future, apply for or contest the validity of any Proton Trademarks; and (f) Partner will not, now or in the future, apply for or use any term or mark confusingly similar to any Proton Trademarks.

5.3. Restrictions on Partner’s Use of the Proton Trademarks

Notwithstanding Section 5.2, Partners will not:

use the Proton Trademarks or variations or misspellings thereof in Partner’s business name, logo, branding, advertising, social media, or domain name (including without limitation top-level domains, sub-domains, and page URLs), products, or services (including without limitation, in the name or design of any Application or Theme), unless granted express written permission by Proton in advance of each use; or
purchase or register search engine or other pay-per-click keywords (such as Google Ads), trademarks, email addresses, or domain names that use the Proton Trademarks or any variations or misspellings thereof that may be deceptively or confusingly similar to the Proton Trademarks. Partner is strongly encouraged to add the Proton Trademarks as negative keywords to help prevent violation of this Section.

5.4. Proprietary Rights of Proton

As between Partner and Proton, the Proton Creative, Proton Trademarks, all demographic and other information relating to Customers including Referred Customers, prospective Partners and Partners, the Services, Customer Data, and all software, documentation, hardware, equipment, devices, templates, tools, documents, processes, methodologies, know-how, websites, and any additional intellectual or other property used by or on behalf of Proton or Proton Related Entities or otherwise related to the Service, Proton Partner Program, Proton or Proton Related Entities, together with all copyrights, trademarks, patents, trade secrets and any other proprietary rights inherent therein and appurtenant thereto (collectively, “Proton Property”) will be and remain the sole and exclusive property of Proton. To the extent, if any, that ownership of any Proton Property does not automatically vest in Proton by virtue of this Agreement, or otherwise, and vests in Partner, Partner hereby transfers and assigns to Proton, upon the creation thereof, all rights, title and interest Partner may have in and to such Proton Property (and waives any and all moral rights, as applicable), including the right to sue and recover for past, present, and future violations thereof.

5.5. Proton’s Use of Partner’s Intellectual Property

Partner grants to Proton a worldwide, non-exclusive, royalty-free, transferable, and sub-licensable right and license to use and display in any manner the Partner's trademarks, service marks, logos, trade names, copyrighted content, graphic files, images, and other intellectual property, in connection with and for the purpose of performing its obligations and exercising its rights under this Agreement. In addition, at Proton's discretion, Proton may use any such intellectual property for the purposes of promoting or marketing Partner, Partner's products or services, or as otherwise agreed to with Partner.

6. Confidentiality

“Confidential Information” will include, but will not be limited to, any and all information associated with a Party’s business and not publicly known, including specific business information, technical processes and formulas, software, customer lists, prospective customer lists, names, addresses, and other information regarding customers and prospective customers, product designs, sales, costs (including any relevant processing fees), price lists, and other unpublished financial information, business plans and marketing data, and any other confidential and proprietary information, whether or not marked as confidential or proprietary. For the avoidance of doubt, as between Proton and Partner and Customer Data is the Confidential Information of Proton.
Each Party agrees to use the other Party’s/ies’ Confidential Information solely as necessary for performing its obligations under this Agreement and in accordance with any other obligations in this Agreement including this Section 6. Each Party agrees that it will take all reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, to prevent the duplication, disclosure or use of any such Confidential Information, other than (i) by or to its employees, agents and subcontractors who must have access to such Confidential Information to perform such Party’s obligations under this Agreement, who each will treat such Confidential Information as provided in this Agreement, and who are each subject to obligations of confidentiality to such Party that are at least as stringent as those contained in this Agreement; or (ii) as required by any law, regulation, or order of any court of proper jurisdiction over the Parties and the subject matter contained in this Agreement, provided that, if legally permitted, the receiving Party will give the disclosing Party prompt written notice and use commercially reasonable efforts to ensure that such disclosure is accorded confidential treatment. Confidential Information will not include any information that the receiving Party can prove: (A) was already in the public domain, or was already known by or in the possession of the receiving Party, at the time of disclosure of such information; (B) is independently developed by the receiving Party without use of or reference to the other Party’s/ies’ Confidential Information, and without breaching any provisions of this Agreement; or (C) is thereafter rightly obtained by the receiving Party from a source other than the disclosing Party without breaching any provision of this Agreement.

7. Disclaimer of Warranty

The Proton Partner Program, the Services, the Proton Trademarks, the Proton Creative, Ads (including delivery and related reporting) are provided “as-is”. Proton makes no warranties under this Agreement, and Proton expressly disclaims all warranties, express or implied, including, but not limited to, warranties of Customerability, non-infringement or fitness for a particular purpose. Without limiting the foregoing, Proton further disclaims all representations and warranties, express or implied, that the Services, the Proton Trademarks, the Proton Creative satisfy all of Partner’s or Customers’s requirements and/or will be uninterrupted, error-free or free from harmful components.

8. Limitation of Liability and Indemnification

8.1. Limitation of Liability

Proton, and the Proton Related Entities, will have no liability with respect to the Proton Partner Program, the Services, the Proton Trademarks, the Proton Creative or Proton’s obligations under this Agreement or otherwise for any direct, indirect, incidental, special, consequential, or exemplary damages, including but not limited to, damages for losses of profits, goodwill, use, data or other intangible losses resulting in any way from the Services, the Proton Trademarks, the Proton Creative, or Partner’s participation or inability to participate in the Proton Partner Program, even if Proton has been advised of the possibility of such damages. In any event, Proton’s, and the Proton Related Entities’, liability to Partner under this Agreement for any reason will be limited to the Fees paid to Partner by Proton during the six (6) month period immediately preceding the event giving rise to the claim for damages. This limitation applies to all causes of action in the aggregate, including, but not limited to, breach of contract, breach of warranty, negligence, strict liability, misrepresentations, and other torts. Under no circumstances will Proton, or the Proton Related Entities, be liable for any direct, indirect, incidental, special, consequential, punitive, extraordinary, exemplary, or other damages whatsoever, that result from or relate to the Partner’s relationship with any Customer. These limitations will apply even if Proton or the Proton Related Entities have been advised of the possibility of such damages. The foregoing limitations will apply to the fullest extent permitted by applicable law.

8.2. Partner Indemnification

Partner agrees to indemnify, defend and hold harmless Proton and any Proton Related Entities and the directors, officers, employees, subcontractors and agents thereof (each, an “Indemnified Party”, and collectively, the “Indemnified Parties”), with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys’ fees (collectively, “claims”), to the extent that such claim is based upon or arises out of: (a) Partner’s breach of any representation, warranty, obligation or covenant under this Agreement; (b) Partner’s gross negligence or wilful misconduct; (c) any warranty, condition, representation, indemnity or guarantee relating to Proton and Proton Related Entities granted by Partner to any Customer, prospective Partner or other third party; (d) Partner’s breach of any term of this Agreement (including any documents it incorporates by reference); (e) any third party claim that Partner’s products or services infringe the intellectual property or other rights of a third party; (f) Partner Taxes, including any audits or penalties related thereto; (g) the performance, non-performance or improper performance of the Partner’s products or services; (h) Partner’s relationship with any Customer; and (i) any breach of applicable law by the Partner.

8.3. Notice of Indemnification

In claiming any indemnification under this Agreement, the Indemnified Party will promptly provide Partner with written notice of any claim that the Indemnified Party believes falls within the scope of the indemnifications provided under this Agreement. The Indemnified Party may, at its own expense, assist in the defense if it so chooses, provided that Partner will control such defense and all negotiations relative to the settlement of any such claim and further provided that in settling any claim the Partner will not make any admission on behalf of the Indemnified Party or agree to any terms or conditions that do or reasonably could result in any admission by, or the imposition of any liability upon, the Indemnified Party without the prior written approval of the Indemnified Party.

8.4. Non-exclusive remedies

In the event of any breach or threatened breach by Partner of any provision of Sections 2, 3.2.5, 5 or 6 above, in addition to all other rights and remedies available to Proton under this Agreement and under applicable law, Proton will have the right to (a) immediately enjoin all such activity, without the necessity of showing damages or posting bond or other security, (b) immediately terminate this Agreement and Partner’s access to the Partner Program, (c) receive a prompt refund of all amounts paid to Partner under this Agreement, and (d) be indemnified for any losses, damages or liability incurred by Proton in connection with such violation, in accordance with the provisions of this Section 8.

9. General Provisions

9.1. Force Majeure

If the performance of any part of this Agreement by either Party is prevented, hindered, delayed, or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action (including, but not limited to, any law, regulation, or embargo prohibiting the performance contemplated under this Agreement or the failure or refusal of a government agency to issue a license required for any performance pursuant to this Agreement), labour disputes, acts of God, or any cause beyond the reasonable control of that Party, the Party will be excused from such performance to the extent that it is prevented, hindered, or delayed by such cause. Notwithstanding anything in this Agreement to the contrary, the Party prevented from performing under this Agreement by a force majeure event will nevertheless use its best efforts to recommence its performance under this Agreement as soon as reasonably practicable and to mitigate any damages resulting from its non-performance under this Agreement.

9.2. Independent Contractors

The Parties to this Agreement are independent contractors. Except as otherwise expressly stated in this Agreement, neither Proton nor any Proton Related Entity is an agent, representative, or related entity of the Partner. Neither Proton nor the Partner will have any right, power, or authority to enter into any agreement for, or on behalf of, or incur any obligation or liability of, or otherwise bind, the other Party, except where the Partner expressly authorizes Proton to act on its behalf in this Agreement. This Agreement will not be interpreted or construed to create an association, agency, joint venture, or partnership between the Parties or to impose any liability attributable to such a relationship upon either Party.

9.3. Non-Exclusivity

Nothing in this Agreement is intended to create, nor will it be construed as creating, any exclusive arrangement between the Parties to this Agreement. This Agreement will not restrict either Party from entering into similar arrangements with others, provided it does not breach its obligations under this Agreement by doing so, including, without limitation, any confidentiality obligations.

9.4. Notice

Any notice, approval, request, authorization, direction, or other communication under this Agreement will be given in writing and will be deemed to have been delivered and given for all purposes (a) on the delivery date if delivered personally, or by email to Partner’s email address listed in the Partner Account, and to legal@proton.me; (b) two (2) business days after deposit with an internationally recognized commercial overnight courier service, with written verification of receipt; or (c) five (5) business days after deposit in certified or registered mail, return receipt requested, postage, and charges prepaid. Notice will be sent to the Partner at the address provided in the Partner Account, and to Proton at Route de la Galaise 32, 1228 Plan-les-Ouates, Switzerland, Attention: Legal Department.

9.5. No Waiver

The failure of any Party to insist upon or enforce strict performance by another Party of any provision of this Agreement or to exercise any right under this Agreement will not be construed as a waiver or relinquishment to any extent of such Party’s right to assert or rely upon any such provision or right in that or any other instance; rather, the same will be and remain in full force and effect. Each waiver will be set forth in a written instrument signed by the waiving Party.

9.6. Entire Agreement

This Agreement, including any completed application form and all guidelines and other documents linked or otherwise incorporated or referenced in this Agreement, sets forth the entire agreement and supersedes any and all prior agreements, written or oral, of the Parties with respect to the subject matter hereof (including, but not limited to, any prior version of this Agreement). Neither Proton nor the Partner will be bound by, and each Party specifically objects to, any term, condition, or other provision that is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement) and which is proffered by another Party in any correspondence or other document, unless the Party to be bound thereby specifically agrees to such provision in writing.

This Agreement may be available in languages other than English. To the extent of any inconsistencies or conflicts between this English Agreement and the Agreements available in another language, the most current English version of the Agreement will prevail.

9.7. Assignment

All the terms and provisions of this Agreement will be binding upon and inure to the benefit of the Parties to this Agreement and to their respective heirs, successors, permitted assigns, and legal representatives. Proton will be permitted to assign this agreement without notice to or consent from Partner. Partner will have no right to assign or otherwise transfer this Agreement, or any of its rights or obligations under this Agreement, to any third party without Proton’s prior written consent, to be given or withheld in Proton’s sole discretion. Transfer can include acquisition, merger, change of control, or other forms of transfer. To submit a request for Proton’s consent to assignment or transfer, contact Proton Partner Support in the Partner Dashboard.

9.8. Applicable Laws

This Agreement will be governed by and interpreted in accordance with the laws of Switzerland applicable therein, without regard to principles of conflicts of laws. The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of the Canton of Geneva with respect to any dispute or claim arising out of or in connection with this Agreement.

9.9. Competitive or Similar Materials

Proton is not precluded from discussing, reviewing, developing for itself, having developed, acquiring, licensing, or developing for or by third parties, as well as marketing and distributing materials, products, or services that are competitive with Partner’s products or services, including without limitation any Application or Theme, regardless of their similarity to Partner’s products or services, provided that Proton does not use Partner’s Confidential Information in so doing.

9.10. Feedback

If Partner provides any feedback (including identifying potential errors and improvements) to Proton concerning the Partner Program, the Proton Creative or any aspects of the Services (“Feedback”), Partner hereby assigns to Proton all right, title, and interest (if any) in and to the Feedback, and Proton is free to use, reproduce, disclose, and otherwise exploit the Feedback without attribution, payment, or restriction, including to improve the Partner Program, the Proton Creative, or the Service and to create other products and services. Proton will treat any Feedback as non-confidential and non-proprietary. Partner will not submit any Feedback that it considers confidential or proprietary.

9.11. Service Providers

Partner may work with service providers as necessary to facilitate Partner’s performance under this Agreement. Partner acknowledges and agrees that Partner is responsible for all of its service providers’ acts or omissions in relation to Partner’s performance of the Agreement, and any act or omission by Partner’s service provider amounting to a breach of this Agreement will be deemed to be a breach by Partner.

9.12. Industry Standards

Partner’s networks, operating system, and software of its web servers, routers, databases, and computer systems (collectively, “Partner System”) must be properly configured to Internet industry standards so as to securely operate Partner’s Website, Applications and Themes, as applicable. If Partner does not completely control some aspect of the Partner System, Partner will use all influence that Partner has over the Partner System to do so. Partner must diligently correct any security deficiency and disconnect immediately any known or suspected intrusions or intruders.
In addition, if Partner has access to Customer Data, Partner: (i) will only use or store such information for the purpose of providing the Partner’s services to the Customer to whom the Customer Data relates, and will not share, sell, disclose, or otherwise provide such information to any third party, except as provided for in this Agreement; (ii) will not communicate with Customers directly or indirectly, provided however that Partner may contact Customers if the information is obtained from another source, such as from the Customers themselves; (iii) will only store such information for as long as reasonably necessary to provide the Partner’s services to the Customer to whom the Customer Data relates; (iv) will use industry standard measures to protect against unauthorized access to, disclosure or use of such information; (v) will comply with all applicable laws and regulations relating to the protection and privacy of personally identifiable information in Partner’s provision of the Partner’s services; and (vi) will notify Proton of any actual or suspected breach or compromise of Customer Data (a “Data Breach”) immediately upon, but no later than twenty-four (24) hours of, becoming aware of such occurrence, by reporting an issue to Proton Partner Support via email at partners@proton.me. Upon learning of the Data Breach, at its own cost, Partner will: (A) promptly remedy the Data Breach to prevent any further loss of Customer Data; (B) investigate the incident; (C) take reasonable actions to mitigate any future anticipated harm to Proton, the Proton Related Entities, Customers or Customers; and (D) regularly communicate the progress of its investigation to Proton and cooperate to provide Proton with any additional requested information in a timely manner.

9.13. Severability

If any provision of this Agreement is, for any reason, held to be invalid, illegal, or unenforceable in any respect, then such invalidity, illegality, or unenforceability will not affect any other provision of the Agreement, and the Agreement will be construed as if such invalid, illegal, or unenforceable provision had never been contained within the Agreement.

Appendix 1 - Revenue Commission for Creator and Affiliate Partners

This Revenue Commission Plan for Creator and Affiliate Partners (the "Revenue Commission Plan") is an integral part of the Proton Partner Program Agreement (the "Agreement"). All capitalized terms herein shall have the same meaning as presented in the Agreement. In order to participate in the Partner Program and use the Partner Platform, Creator and Affiliate Partners must agree to the conditions of the Agreement, including this Revenue Commission Plan (unless other payment terms are decided and agreed by Proton and the Creator or Affiliate Partner, in which case the specific agreement on the matter shall prevail over the Revenue Commission Plan).

1. Fees Calculation

As a Creator or Affiliate Partner, you can earn Fees based on your contribution to the promotion of the Proton ecosystem and Services. Under this Revenue Commission Plan, you, as a Creator or Affiliate Partner, are entitled to a Fee corresponding to a defined percentage of Net Revenue (total subscription cost exclusive of any and all taxes and refunds) received from Referred Customer(s) for Qualifying Purchases (the "Revenue Commission Percentage"). The Revenue Commission Percentage is based on the nature of the Service promoted according to the table below.

The following purchases made by Referred Customers shall be considered Qualifying Purchases:

New Paid Account: A new Customer Account created through Creator or Affiliate Partner's Referral Link or Partner ID with simultaneous subscription to a paid plan of any of Proton's Services:

Proton Mail for Business, Proton Pass for Business, Proton Drive for Business, Proton VPN for Business, Proton Business Suite => 25%

New Paid Account Renewal: A Customer Account that qualified as a New Paid Account on a 1 or 12-month subscription basis consecutively renewing their subscription (identical plan) for a duration of 1 or 12-month:

Proton Mail for Business, Proton Pass for Business, Proton Drive for Business, Proton VPN for Business, Proton Business Suite => 25%

A Creator or Affiliate Partner can only receive a Revenue Commission Percentage for a Qualifying Purchase a maximum number of times, corresponding to the "Payout event limit per Customer Account" column above. A single purchase/renewal can not qualify as more than one Qualified Purchase.

When a Referred Customer cancels a Qualified Purchase leading to a refund by Proton, the Reseller, Service, or Technology Partner shall receive no Fees related to that Qualified Purchase. If the refund takes place over a different Payment Period than the Payment Period during which the Qualified Purchase for which the refund is issued took place, the Fees for the Payment Period during which the refund took place shall be diminished by an amount equivalent to the Fees for the refunded Qualifying Purchase.

All Fees are calculated in USD. In the event of a Qualifying Purchase being made in a currency other than USD, the Fee shall be calculated on the equivalent USD value at the applicable exchange rate.

2. Payouts

Proton distributes Fees owing to Creator and Affiliate Partners for a month 60 days after the end of the month.

All Fees are paid in USD. Invoices are generated automatically 30 days after the end of the month.

3. General Provisions

Proton reserves the right to modify the Fees or the payment terms at any time upon reasonable advance notice to Creator or Affiliate Partner. Such notice will be provided by email or in the Partner Dashboard. In the event of any disputes over Fees, Proton’s determination will be final and binding.