Twingate Marketplace Addendum
Version Date: April 22, 2024
This Marketplace Addendum (“Addendum”) forms a part of the Customer Agreement or, if Customer has entered into a separate agreement with Twingate that incorporates this Addendum by reference, then it forms a part of such written agreement (in either case, the “Agreement”).
This Addendum sets forth the terms applicable to your access to, and use of Services you have subscribed to through a Marketplace. This Addendum does not apply with respect to any Services that you have not subscribed to through a Marketplace. If you have accepted an Order Form (as defined in this Addendum), the Services ordered under that Order Form are considered to be subscribed to through a Marketplace.
1. Definitions
1.1. Definitions. In this Addendum:
“Marketplace” means any of the following software or software-as-a-service marketplaces operated by an independent third party authorized by Twingate to market Twingate products and services for trial or purchase under the terms of this Addendum:
AWS Marketplace (https://aws.amazon.com/marketplace)
Azure Marketplace (https://azuremarketplace.microsoft.com)
Datadog Marketplace (https://app.datadoghq.com/marketplace)
Google Cloud Marketplace (https://cloud.google.com/marketplace)
“Marketplace Offer” means an offer by Twingate to Customer, as set forth on a Marketplace listing page that presents Twingate’s services for trial or purchase, to subscribe to such services. A Marketplace Offer includes any Twingate policies, procedures, and additional terms referenced or incorporated on such listing page.
“Order Form” means: (a) the Marketplace Offer that Customer has accepted; or (b) any order form that Customer enters into with Twingate that is expressly identified as a Marketplace order and is issued under and made subject to the terms of this Addendum.
1.2. Interpretation. Capitalized terms used but not otherwise defined in this Addendum have the meanings given to them in the Agreement.
1.3. Order Form Redefinition. The definition of “Order Form” under the Customer Agreement is amended to match the definition of such term under Section 1.1 of this Addendum.
1.4. Precedence. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (a) any written amendment agreed by the parties; (b) any Order Form (other than a Marketplace Offer); (c) any Marketplace Offer; (d) this Addendum; and (e) the Agreement.
2. Applicability
2.1. Marketplace Offer. The offer of the Services through a Marketplace, and Customer’s use and purchase of the corresponding Services through the Marketplace, constitutes each party’s respective acceptance of this Addendum and their entry into this Agreement.
3. Subscriptions, Fees & Payment Terms
3.1. Fees. Notwithstanding anything to the contrary in the Agreement, Fees, Overages, and any applicable taxes will be billed to Customer by the Marketplace provider (and not directly by Twingate).
3.2. Invoices. Customer and a Marketplace provider may have agreed to apply different payment terms to the purchase of Services through that provider’s Marketplace. In such a case, those payment terms may apply instead of the payment terms specified in the Customer Agreement.
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ADDITIONAL MARKETPLACE TERMS
The terms below only apply if Customer is purchasing the Services through the applicable Marketplace.
AWS Marketplace
A1. Additional Definitions. “AWS Marketplace” means the software marketplace operated by Amazon Web Services, Inc. “AWS Services” means the cloud computing services offered by Amazon Web Services, Inc. as they may be updated from time to time. “Standard Contract Listing” means an offer by Twingate, as set forth in the detail page on the AWS Marketplace, to subscribe to the Services for a specific use capacity, including any Twingate policies, procedures, and additional terms referenced or incorporated in the detail page.
A2. Taxes. Notwithstanding anything to the contrary in Section 3 of the Agreement, where required by local legislation, Amazon Web Services, Inc. may charge for Taxes in its own name for purchases of Services made by Customer on the AWS Marketplace, and Customer will pay such Taxes.
A3. Separate Agreements. Each subscription to the Services is a separate agreement between Twingate and Customer.
A4. Termination for Convenience. Customer may terminate a subscription at any time using the termination or cancellation functionality available through the AWS Services. However, Customer will not be entitled to a refund of Fees nor relieved of any future payment obligations for any unused portion of the subscription.
A5. AWS. Neither Amazon Web Services, Inc. nor any of its Affiliates are a party to this Agreement and none of them will have any liability or obligations hereunder.
A6. Divestiture. If Customer divests a portion of its business to one or more organizations that are not Affiliates of Customer, or if an entity ceases to be an Affiliate of Customer (such divested business unit or such entity, a “Divested Affiliate”), Twingate will allow such Divested Affiliate to continue to use the Services, and Customer may elect that: (a) such Divested Affiliate continue, as if it were a Customer Affiliate to use the Services under Customer’s account with Twingate for the remainder of the subscription; or (b) such Divested Affiliate may obtain its own subscription to the Services for a period of 90 days after the effective date of such divestiture under the same terms as this Agreement and the same pricing as set forth in the Standard Contract Listing. Use by a Divested Affiliate after the conclusion of the subscription or 90 day period, as applicable, will require a separately purchased subscription from Twingate through an AWS Marketplace account of that Divested Affiliate or its then-current Affiliates.
A7. Applicability of Standard Contract Listing. The Standard Contract Listing forms a part of this Agreement. Notwithstanding Section 1.4 (Precedence) of this Addendum or Section 14.9 (Precedence) of the Agreement, in the event of any conflict or inconsistency among the various components of this Agreement, the order of precedence shall be: (a) any order form that Customer enters into with Twingate that is expressly identified as a Marketplace order and is issued under and made subject to the terms of this Addendum; (b) the Standard Contract Listing; (c) this Addendum; and (d) the Agreement.
Azure Marketplace
AZ1. Marketplace Provider. The Microsoft Azure Marketplace is provided by Microsoft Corporation and its affiliates (“Microsoft”).
AZ2. Non-Renewal. Customer may have the ability to cancel renewal of an automatically renewing subscription by using the termination or cancellation functionality available through the Microsoft Azure Marketplace.
Datadog Marketplace
DD1. Marketplace Provider. The Datadog Marketplace is provided by Datadog, Inc. (“Datadog”).
DD2. Non-Renewal. Customer may cancel renewal of an automatically renewing subscription by using the termination or cancellation functionality available through the Datadog Marketplace.
DD3. Acknowledgements. Customer acknowledges that: (a) Twingate and not Datadog is the seller of record and provider of the Services; (b) nothing in this Agreement affects Customer’s obligations under its agreements with Datadog; (c) Datadog does not assume, and expressly disclaims, any and all liability for the acts and obligations of Twingate relating to the Services and this Agreement; and (d) Twingate may use information submitted to Twingate via the Datadog Marketplace for the purposes of marketing products and services to Customer, subject to applicable law and compliance with opt out requests.
Google Cloud Marketplace
GC1. Marketplace Provider. The Google Cloud Marketplace is provided by a Google entity (see https://cloud.google.com/terms/google-entity) (“Google”). The Google Cloud Marketplace includes any Google Cloud Platform online marketplace operated by Google that allows procurement or deployment by customers of software or services.
GC2. Payment. The parties agree that Customer’s payment obligations for the Services are contained in the GCP Marketplace Agreement. Customer may not use or access the Services if Customer does not comply with all of its payment obligations specified in the GCP Marketplace Agreement. “GCP Marketplace Agreement” means the terms between Google (as Google is defined under such agreement) and Customer that govern Customer’s use of the Google Cloud Marketplace, including the terms described at https://console.developers.google.com/tos?id=launcher.
GC3. Non-Renewal. Customer may cancel renewal of an automatically renewing subscription by using the termination or cancellation functionality available through the Google Cloud Marketplace.
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Archived Versions
Twingate Marketplace Addendum
Version Date: April 22, 2024
This Marketplace Addendum (“Addendum”) forms a part of the Customer Agreement or, if Customer has entered into a separate agreement with Twingate that incorporates this Addendum by reference, then it forms a part of such written agreement (in either case, the “Agreement”).
This Addendum sets forth the terms applicable to your access to, and use of Services you have subscribed to through a Marketplace. This Addendum does not apply with respect to any Services that you have not subscribed to through a Marketplace. If you have accepted an Order Form (as defined in this Addendum), the Services ordered under that Order Form are considered to be subscribed to through a Marketplace.
1. Definitions
1.1. Definitions. In this Addendum:
“Marketplace” means any of the following software or software-as-a-service marketplaces operated by an independent third party authorized by Twingate to market Twingate products and services for trial or purchase under the terms of this Addendum:
AWS Marketplace (https://aws.amazon.com/marketplace)
Azure Marketplace (https://azuremarketplace.microsoft.com)
Datadog Marketplace (https://app.datadoghq.com/marketplace)
Google Cloud Marketplace (https://cloud.google.com/marketplace)
“Marketplace Offer” means an offer by Twingate to Customer, as set forth on a Marketplace listing page that presents Twingate’s services for trial or purchase, to subscribe to such services. A Marketplace Offer includes any Twingate policies, procedures, and additional terms referenced or incorporated on such listing page.
“Order Form” means: (a) the Marketplace Offer that Customer has accepted; or (b) any order form that Customer enters into with Twingate that is expressly identified as a Marketplace order and is issued under and made subject to the terms of this Addendum.
1.2. Interpretation. Capitalized terms used but not otherwise defined in this Addendum have the meanings given to them in the Agreement.
1.3. Order Form Redefinition. The definition of “Order Form” under the Customer Agreement is amended to match the definition of such term under Section 1.1 of this Addendum.
1.4. Precedence. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (a) any written amendment agreed by the parties; (b) any Order Form (other than a Marketplace Offer); (c) any Marketplace Offer; (d) this Addendum; and (e) the Agreement.
2. Applicability
2.1. Marketplace Offer. The offer of the Services through a Marketplace, and Customer’s use and purchase of the corresponding Services through the Marketplace, constitutes each party’s respective acceptance of this Addendum and their entry into this Agreement.
3. Subscriptions, Fees & Payment Terms
3.1. Fees. Notwithstanding anything to the contrary in the Agreement, Fees, Overages, and any applicable taxes will be billed to Customer by the Marketplace provider (and not directly by Twingate).
3.2. Invoices. Customer and a Marketplace provider may have agreed to apply different payment terms to the purchase of Services through that provider’s Marketplace. In such a case, those payment terms may apply instead of the payment terms specified in the Customer Agreement.
* * *
ADDITIONAL MARKETPLACE TERMS
The terms below only apply if Customer is purchasing the Services through the applicable Marketplace.
AWS Marketplace
A1. Additional Definitions. “AWS Marketplace” means the software marketplace operated by Amazon Web Services, Inc. “AWS Services” means the cloud computing services offered by Amazon Web Services, Inc. as they may be updated from time to time. “Standard Contract Listing” means an offer by Twingate, as set forth in the detail page on the AWS Marketplace, to subscribe to the Services for a specific use capacity, including any Twingate policies, procedures, and additional terms referenced or incorporated in the detail page.
A2. Taxes. Notwithstanding anything to the contrary in Section 3 of the Agreement, where required by local legislation, Amazon Web Services, Inc. may charge for Taxes in its own name for purchases of Services made by Customer on the AWS Marketplace, and Customer will pay such Taxes.
A3. Separate Agreements. Each subscription to the Services is a separate agreement between Twingate and Customer.
A4. Termination for Convenience. Customer may terminate a subscription at any time using the termination or cancellation functionality available through the AWS Services. However, Customer will not be entitled to a refund of Fees nor relieved of any future payment obligations for any unused portion of the subscription.
A5. AWS. Neither Amazon Web Services, Inc. nor any of its Affiliates are a party to this Agreement and none of them will have any liability or obligations hereunder.
A6. Divestiture. If Customer divests a portion of its business to one or more organizations that are not Affiliates of Customer, or if an entity ceases to be an Affiliate of Customer (such divested business unit or such entity, a “Divested Affiliate”), Twingate will allow such Divested Affiliate to continue to use the Services, and Customer may elect that: (a) such Divested Affiliate continue, as if it were a Customer Affiliate to use the Services under Customer’s account with Twingate for the remainder of the subscription; or (b) such Divested Affiliate may obtain its own subscription to the Services for a period of 90 days after the effective date of such divestiture under the same terms as this Agreement and the same pricing as set forth in the Standard Contract Listing. Use by a Divested Affiliate after the conclusion of the subscription or 90 day period, as applicable, will require a separately purchased subscription from Twingate through an AWS Marketplace account of that Divested Affiliate or its then-current Affiliates.
A7. Applicability of Standard Contract Listing. The Standard Contract Listing forms a part of this Agreement. Notwithstanding Section 1.4 (Precedence) of this Addendum or Section 14.9 (Precedence) of the Agreement, in the event of any conflict or inconsistency among the various components of this Agreement, the order of precedence shall be: (a) any order form that Customer enters into with Twingate that is expressly identified as a Marketplace order and is issued under and made subject to the terms of this Addendum; (b) the Standard Contract Listing; (c) this Addendum; and (d) the Agreement.
Azure Marketplace
AZ1. Marketplace Provider. The Microsoft Azure Marketplace is provided by Microsoft Corporation and its affiliates (“Microsoft”).
AZ2. Non-Renewal. Customer may have the ability to cancel renewal of an automatically renewing subscription by using the termination or cancellation functionality available through the Microsoft Azure Marketplace.
Datadog Marketplace
DD1. Marketplace Provider. The Datadog Marketplace is provided by Datadog, Inc. (“Datadog”).
DD2. Non-Renewal. Customer may cancel renewal of an automatically renewing subscription by using the termination or cancellation functionality available through the Datadog Marketplace.
DD3. Acknowledgements. Customer acknowledges that: (a) Twingate and not Datadog is the seller of record and provider of the Services; (b) nothing in this Agreement affects Customer’s obligations under its agreements with Datadog; (c) Datadog does not assume, and expressly disclaims, any and all liability for the acts and obligations of Twingate relating to the Services and this Agreement; and (d) Twingate may use information submitted to Twingate via the Datadog Marketplace for the purposes of marketing products and services to Customer, subject to applicable law and compliance with opt out requests.
Google Cloud Marketplace
GC1. Marketplace Provider. The Google Cloud Marketplace is provided by a Google entity (see https://cloud.google.com/terms/google-entity) (“Google”). The Google Cloud Marketplace includes any Google Cloud Platform online marketplace operated by Google that allows procurement or deployment by customers of software or services.
GC2. Payment. The parties agree that Customer’s payment obligations for the Services are contained in the GCP Marketplace Agreement. Customer may not use or access the Services if Customer does not comply with all of its payment obligations specified in the GCP Marketplace Agreement. “GCP Marketplace Agreement” means the terms between Google (as Google is defined under such agreement) and Customer that govern Customer’s use of the Google Cloud Marketplace, including the terms described at https://console.developers.google.com/tos?id=launcher.
GC3. Non-Renewal. Customer may cancel renewal of an automatically renewing subscription by using the termination or cancellation functionality available through the Google Cloud Marketplace.
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Archived Versions
The VPN replacement your workforce will love.
Twingate Marketplace Addendum
Version Date: April 22, 2024
This Marketplace Addendum (“Addendum”) forms a part of the Customer Agreement or, if Customer has entered into a separate agreement with Twingate that incorporates this Addendum by reference, then it forms a part of such written agreement (in either case, the “Agreement”).
This Addendum sets forth the terms applicable to your access to, and use of Services you have subscribed to through a Marketplace. This Addendum does not apply with respect to any Services that you have not subscribed to through a Marketplace. If you have accepted an Order Form (as defined in this Addendum), the Services ordered under that Order Form are considered to be subscribed to through a Marketplace.
1. Definitions
1.1. Definitions. In this Addendum:
“Marketplace” means any of the following software or software-as-a-service marketplaces operated by an independent third party authorized by Twingate to market Twingate products and services for trial or purchase under the terms of this Addendum:
AWS Marketplace (https://aws.amazon.com/marketplace)
Azure Marketplace (https://azuremarketplace.microsoft.com)
Datadog Marketplace (https://app.datadoghq.com/marketplace)
Google Cloud Marketplace (https://cloud.google.com/marketplace)
“Marketplace Offer” means an offer by Twingate to Customer, as set forth on a Marketplace listing page that presents Twingate’s services for trial or purchase, to subscribe to such services. A Marketplace Offer includes any Twingate policies, procedures, and additional terms referenced or incorporated on such listing page.
“Order Form” means: (a) the Marketplace Offer that Customer has accepted; or (b) any order form that Customer enters into with Twingate that is expressly identified as a Marketplace order and is issued under and made subject to the terms of this Addendum.
1.2. Interpretation. Capitalized terms used but not otherwise defined in this Addendum have the meanings given to them in the Agreement.
1.3. Order Form Redefinition. The definition of “Order Form” under the Customer Agreement is amended to match the definition of such term under Section 1.1 of this Addendum.
1.4. Precedence. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (a) any written amendment agreed by the parties; (b) any Order Form (other than a Marketplace Offer); (c) any Marketplace Offer; (d) this Addendum; and (e) the Agreement.
2. Applicability
2.1. Marketplace Offer. The offer of the Services through a Marketplace, and Customer’s use and purchase of the corresponding Services through the Marketplace, constitutes each party’s respective acceptance of this Addendum and their entry into this Agreement.
3. Subscriptions, Fees & Payment Terms
3.1. Fees. Notwithstanding anything to the contrary in the Agreement, Fees, Overages, and any applicable taxes will be billed to Customer by the Marketplace provider (and not directly by Twingate).
3.2. Invoices. Customer and a Marketplace provider may have agreed to apply different payment terms to the purchase of Services through that provider’s Marketplace. In such a case, those payment terms may apply instead of the payment terms specified in the Customer Agreement.
* * *
ADDITIONAL MARKETPLACE TERMS
The terms below only apply if Customer is purchasing the Services through the applicable Marketplace.
AWS Marketplace
A1. Additional Definitions. “AWS Marketplace” means the software marketplace operated by Amazon Web Services, Inc. “AWS Services” means the cloud computing services offered by Amazon Web Services, Inc. as they may be updated from time to time. “Standard Contract Listing” means an offer by Twingate, as set forth in the detail page on the AWS Marketplace, to subscribe to the Services for a specific use capacity, including any Twingate policies, procedures, and additional terms referenced or incorporated in the detail page.
A2. Taxes. Notwithstanding anything to the contrary in Section 3 of the Agreement, where required by local legislation, Amazon Web Services, Inc. may charge for Taxes in its own name for purchases of Services made by Customer on the AWS Marketplace, and Customer will pay such Taxes.
A3. Separate Agreements. Each subscription to the Services is a separate agreement between Twingate and Customer.
A4. Termination for Convenience. Customer may terminate a subscription at any time using the termination or cancellation functionality available through the AWS Services. However, Customer will not be entitled to a refund of Fees nor relieved of any future payment obligations for any unused portion of the subscription.
A5. AWS. Neither Amazon Web Services, Inc. nor any of its Affiliates are a party to this Agreement and none of them will have any liability or obligations hereunder.
A6. Divestiture. If Customer divests a portion of its business to one or more organizations that are not Affiliates of Customer, or if an entity ceases to be an Affiliate of Customer (such divested business unit or such entity, a “Divested Affiliate”), Twingate will allow such Divested Affiliate to continue to use the Services, and Customer may elect that: (a) such Divested Affiliate continue, as if it were a Customer Affiliate to use the Services under Customer’s account with Twingate for the remainder of the subscription; or (b) such Divested Affiliate may obtain its own subscription to the Services for a period of 90 days after the effective date of such divestiture under the same terms as this Agreement and the same pricing as set forth in the Standard Contract Listing. Use by a Divested Affiliate after the conclusion of the subscription or 90 day period, as applicable, will require a separately purchased subscription from Twingate through an AWS Marketplace account of that Divested Affiliate or its then-current Affiliates.
A7. Applicability of Standard Contract Listing. The Standard Contract Listing forms a part of this Agreement. Notwithstanding Section 1.4 (Precedence) of this Addendum or Section 14.9 (Precedence) of the Agreement, in the event of any conflict or inconsistency among the various components of this Agreement, the order of precedence shall be: (a) any order form that Customer enters into with Twingate that is expressly identified as a Marketplace order and is issued under and made subject to the terms of this Addendum; (b) the Standard Contract Listing; (c) this Addendum; and (d) the Agreement.
Azure Marketplace
AZ1. Marketplace Provider. The Microsoft Azure Marketplace is provided by Microsoft Corporation and its affiliates (“Microsoft”).
AZ2. Non-Renewal. Customer may have the ability to cancel renewal of an automatically renewing subscription by using the termination or cancellation functionality available through the Microsoft Azure Marketplace.
Datadog Marketplace
DD1. Marketplace Provider. The Datadog Marketplace is provided by Datadog, Inc. (“Datadog”).
DD2. Non-Renewal. Customer may cancel renewal of an automatically renewing subscription by using the termination or cancellation functionality available through the Datadog Marketplace.
DD3. Acknowledgements. Customer acknowledges that: (a) Twingate and not Datadog is the seller of record and provider of the Services; (b) nothing in this Agreement affects Customer’s obligations under its agreements with Datadog; (c) Datadog does not assume, and expressly disclaims, any and all liability for the acts and obligations of Twingate relating to the Services and this Agreement; and (d) Twingate may use information submitted to Twingate via the Datadog Marketplace for the purposes of marketing products and services to Customer, subject to applicable law and compliance with opt out requests.
Google Cloud Marketplace
GC1. Marketplace Provider. The Google Cloud Marketplace is provided by a Google entity (see https://cloud.google.com/terms/google-entity) (“Google”). The Google Cloud Marketplace includes any Google Cloud Platform online marketplace operated by Google that allows procurement or deployment by customers of software or services.
GC2. Payment. The parties agree that Customer’s payment obligations for the Services are contained in the GCP Marketplace Agreement. Customer may not use or access the Services if Customer does not comply with all of its payment obligations specified in the GCP Marketplace Agreement. “GCP Marketplace Agreement” means the terms between Google (as Google is defined under such agreement) and Customer that govern Customer’s use of the Google Cloud Marketplace, including the terms described at https://console.developers.google.com/tos?id=launcher.
GC3. Non-Renewal. Customer may cancel renewal of an automatically renewing subscription by using the termination or cancellation functionality available through the Google Cloud Marketplace.
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