SOTI Partner Portal Terms and Conditions
Last Updated: March 28, 2025
Welcome to the SOTI Partner Portal (“Partner Portal)”! By signing up to be a SOTI Partner and by registering a SOTI Partner Portal Account, SOTI Partner agrees to be bound by the following terms and conditions (“Portal Terms”), which govern the use of and access to all aspects of the Partner Portal.
As used in the Portal Terms, “SOTI” means SOTI Inc., “SOTI Partner” means the SOTI Partner business and any of its affiliates and “You” means any individuals of the SOTI Partner business that the SOTI Partner has authorized to be users of the Partner Portal (“Partner Users”). SOTI Partner is responsible for all Partner User activity within the Partner Portal.
The Partner Portal is provided as a resource to SOTI Partners which includes range of tools, features, content and information designed to enhance a SOTI Partner’s ability to actively market and sell SOTI products and services to end customers. Neither the content or use of the Partner Portal changes the terms of the underlying partner agreement between SOTI and the SOTI Partner.
1. Use of the Partner Portal
1.1. SOTI’s Limited License. SOTI grants SOTI Partner a limited, revocable, and non-transferable license to browse, access, and use the Partner Portal solely for non-commercial use. SOTI Partner shall not modify, copy, reproduce, republish, upload, post, transmit, translate, create derivative works of, incorporate into any information retrieval system, exploit, license, distribute, transfer, sell, or re-sell any Proprietary Content, information, or any services obtained from the Partner Portal.
1.2. License to SOTI. Some areas of the Partner Portal may be interactive and allow Partner Users to post information or material (“Submissions”). SOTI Partner grant SOTI an irrevocable, royalty-free, worldwide, perpetual license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, exploit, perform, and display worldwide any Submissions posted for any purpose without compensation to SOTI Partner. SOTI Partner is solely responsible and liable for any Submissions, and SOTI Partner will ensure that Submissions do not infringe the intellectual property rights of a third party. SOTI reserves the right to remove or modify any Submissions or restrict or suspend access to posting Submissions at any time.
1.3. Prohibited Use. SOTI Partner is prohibited from: (a) making any attempts to circumvent or violate the security of the Partner Portal; (b) interfering in any way with the proper working of the Partner Portal, and/or any other party’s use and enjoyment of the Partner Portal; (c) accessing or attempting to access areas of the Partner Portal or information not intended for SOTI Partner or for which SOTI Partner are not authorized; and/or (d) create inaccurate or deceptive account profiles.
2. Partner Users
2.1. Account Creation. When a Partner User registers for an account or Login Credentials on the SOTI Partner’s account, Partner User is doing so as an authorized representative on behalf of the SOTI Partner. Any account access granted will be solely for use on behalf of the SOTI Partner. You and the SOTI Partner are solely responsible for all activities conducted under the SOTI Partner’s account, including the protection of any SOTI confidential information and access to or transactions made under the SOTI Partner account.
2.2. Login Credential. You will have an assigned username and password to access the SOTI Partner account (“Login Credentials”). Your Login Credentials are unique to You and You are responsible for: (a) maintaining the confidentiality of Your username, password, or account; (b) ensuring that no third-party uses Your Login Credentials to access the Partner Portal; and (c) all activities that occur under the SOTI Partner account whether or not such uses are actually authorized by SOTI Partner.
2.3. Reporting. You and the SOTI Partner must immediately report to SOTI if there is an actual or suspected incident that Your Login Credentials have been compromised, lost, or stolen. SOTI is not responsible for any unauthorized access to or use of the SOTI Partner account because of Your failure to comply with this Section.
3. SOTI Partner Responsibilities
3.1. Responsibility. SOTI Partner is entirely responsible for any Partner User profiles created under SOTI Partner’s account, including any access permissions and authorizations set for such Partner User profiles. If a Partner User or SOTI Partner requests SOTI to set up a Partner User profile on behalf of the SOTI Partner, the SOTI Partner represent and warrant that: (a) any Partner User making such request has the authority from the SOTI Partner to make such request; and (b) all information provided to SOTI to set up such user profile is true, accurate, current and complete. SOTI reserves the right at any time to disable, suspend, or terminate any username, password, or account for any reason in SOTI’s sole discretion. SOTI assumes no liability for any loss or damage from any unauthorized use of any Login Credentials or account.
3.2. Representations and Warranties. SOTI Partner represents and warrant that:
(a) any use of the Partner Portal and/or any Portal Content made available within the Partner Portal, is only for lawful business purposes and in accordance with the Portal Terms and applicable law;
(b) use of the Partner Portal, including information/Portal Content accessed/retrieved, is solely for SOTI Partner’s own internal business use and not to duplicate, publish, modify, distribute, resell, commercialize or otherwise use or transmit SOTI Property outside of the SOTI Partner’s organization;
(c) SOTI Partner and any Partner User will not make any unauthorized use of the Partner Portal, including (without limitation) unauthorized marketing, sales, use or disclosure of Confidential Information (as described below), unauthorized framing of (or linking to) the Partner Portal;
(d) any information provided or transmitted to the Partner Portal (including account details, billing information, and orders) is accurate, complete, and up to date; and
(e) regarding any Portal Transactions, or communications with SOTI regarding any Portal Transactions, the applicable Partner User has the authority to bind the SOTI Partner.
3.3. Unauthorized use of the Partner Portal, including (without limitation) unauthorized entry or attempted entry, misuse of passwords, misuse of any information available in or through the Partner Portal, or illegal conduct, is strictly prohibited.
4. Privacy
4.1. By using or accessing the Partner Portal, SOTI Partner and all Partner Users understand and consent to SOTI’s collection, use and/or disclosure of any personal information supplied or transmitted through the SOTI Partner’s account in accordance with SOTI’s Privacy Policy, as it may be updated on occasion. SOTI Partner represents and warrants that it has obtained all necessary consents and/or authorizations for any personal information submitted or transmitted through the SOTI Partner’s account.
5. Proprietary Rights and Ownership
5.1. Portal Content. The Portal contains media, materials and other content including copyrighted works, trademarks, confidential information, videos, infographics, documentation and other intellectual property all of which are owned by SOTI or licensed to SOTI (“Portal Content”). SOTI may make certain Portal Content available for non-commercial use in accordance with these Portal Terms.
5.2. Ownership. Nothing in these Portal Terms should be construed or deemed as granting any rights, title, or interest in or to any: (a) portion of the Partner Portal or Portal Content, (b) of SOTI proprietary products and services, or (c) of SOTI’s intellectual property (“SOTI Property”). SOTI and its Affiliates retain all rights, title, and ownership in and to all intellectual property rights in the SOTI Property. SOTI Partner shall not copy, modify, alter, publish, broadcast, distribute, sell or transfer any material on the Partner Portal, including any Portal Content. SOTI reserves the right to pursue the full legal protections, remedies, and enforcement measures against violations of this Section.
5.3. Downloads. Some Portal Content may be available for download (such as data sheets, knowledge base articles, and similar materials). If SOTI Partner performs a download from the Partner Portal, SOTI Partner shall not: (a) remove any proprietary notice language in Portal Content; (b) make any representations or warranties relating to the Portal Content; and (c) share the Portal Content with any third party without SOTI’s prior written approval.
5.4. Feedback. Should SOTI Partner provide any feedback or other information via the Partner Portal, such as questions, comments, suggestions or similar (collectively “Feedback”), such Feedback will be deemed to be non-confidential and SOTI will have no obligation of any kind with respect to such Feedback and will be free to reproduce, use, disclose and distribute the Feedback to others without limitation or payment to You or the SOTI Partner. SOTI will be free to use any aspect of the Feedback for any purpose whatsoever including to develop, manufacture and market products incorporating such Feedback.
6. Third Party tools and sites
(a) Third Party Products. The Portal may include reference to third-party products and/or services (“Third-Party Products”) from third-party providers (“Third-Party Merchants”). SOTI does not operate, control, endorse, or make any representations about any Third-Party Products referenced on the Portal. SOTI Partner’s decision to engage Third-Party Merchants is entirely SOTI Partner’s responsibility and SOTI Partner understands that Third-Party Merchants are entirely responsible for all aspects of the sale of Third-Party Products. SOTI is not a party to any transactions between You and Third-Party Merchants.
(b) Third Party Websites. The Portal may contain as a convenience links to websites that are owned and operated by other third parties not under SOTI’s control (“Third-Party Sites”). SOTI Partner understand that SOTI Partner will leave the Portal when SOTI Partner access those third-party links, and agree that SOTI Partner’s use of Third-Party Sites is at SOTI Partner’s own risk. The Portal Terms do not cover SOTI Partner’s interaction with Third-Party Sites, and SOTI Partner are encouraged to review the applicable terms governing SOTI Partner’s use of Third-Party Sites.
(c) Disclaimer. Use or purchase of third-party products and/or other third-party sites, products and services is at SOTI Partner’s sole risk, and SOTI expressly disclaims all warranties of any kind, express, implied or otherwise including warranties of title, fitness for purpose, merchantability or non-infringement, concerning merchant and third-party websites. SOTI expressly disclaims any responsibility for the content, materials, accuracy or quality of products or services on Third-Party Sites.
7. Portal Transactions
7.1. SOTI may make available feature(s) on the Partner Portal which provides SOTI Partner with the ability to self-generate quotes (“Portal Quote”) and/or submit Orders for SOTI products and/or services through the Partner Portal (“Portal Order”) (collectively, “SOTI Transaction Features”). SOTI reserves the right to grant, restrict, revoke or suspend any access to any portion of the Portal Transactions Features available to SOTI Partner at any time. Any Portal Transaction is subject to the following:
(a) A Portal Order is subject to the ordering and payment terms in the SOTI Partner’s signed partner agreement with SOTI. Any Portal Order submitted constitutes an official purchase order by the SOTI Partner under the partner agreement, and any purchase order document uploaded to the Partner Portal or provided to SOTI thereafter does not apply. For clarity, the submission of additional purchase order documentation is optional and not required, and SOTI is not bound by such purchase order documents, including any pre-printed terms or information therein;
(b) SOTI Partner represents and warrants that: (i) any Portal Transaction is initiated by an authorized personnel of the SOTI Partner; (ii) prior to submitting any Portal Order, the SOTI Partner has received and reviewed the applicable Portal Quote;
(c) The Portal Transaction Features are provided and administered “AS IS” without any additional representations or warranties of any kind, and SOTI disclaims all responsibility and/or liability related to SOTI Partner’s use of the Portal Transaction Features. SOTI expressly disclaims: (i) any implied representations or warranties, including the accuracy of any information displayed or provided within any Portal Quote and/or Portal Order, or that any Portal Transaction Features are intended to be fit for a particular purpose, be satisfactory, and/or achieve the intended outcome the SOTI Partner expects; and (ii) any representations or warranties concerning the processing of any Portal Transactions.
(d) SOTI reserves the right to reject, review and modify any Portal Quote and/or Portal Order, including adjusting any information and/or pricing that is offered for SOTI products and services. For clarity, there is no guarantee that SOTI will process a Portal Order, and such Portal Order is subject to the normal order processing steps SOTI administers;
(e) By submitting a Portal Order SOTI Partner agrees to the Portal Quote and creates a binding obligation on the SOTI Partner to fulfill the Portal Order upon receipt of a SOTI invoice.
(f) SOTI reserves the right to provide, restrict, block and/or suspend access to the Portal Transaction Features at its discretion, including in the event that SOTI Partner fails to make timely payment for any Portal Order; and
(g) Prices and/or discounts SOTI provides through the Partner Portal are subject to change.
8. Disclaimer
8.1. SOTI provides the Partner Portal, including all information, contents and Portal Content, to eligible SOTI Partners on an “AS IS” and “AS AVAILABLE” basis. SOTI disclaims all warranties (either express or implied) regarding all components of the Partner Portal and/or any Portal Content, including the implied warranties of merchantability, fitness for a particular purpose, or non-infringement. SOTI expressly disclaims that the Partner Portal and/or any Portal Content will be free of defects, omissions or inaccuracies, viruses or destructive features, will perform uninterrupted, or that Your use of which will provide specific results.
8.2. Use of the Partner Portal is solely at SOTI Partner’s own risk. SOTI disclaims any responsibility or liability for any loss or damage in connected with SOTI Partner’s reliance or use of the Partner Portal. SOTI Partner’s sole remedy against SOTI for dissatisfaction with the Partner Portal or any of its information or Proprietary Material is to stop using the Partner Portal or any such information or Proprietary Material.
9. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES SHALL SOTI AND/OR ITS AFFILIATES BE LIABLE FOR DAMAGES, PERSONAL INJURY, DEATH, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS, FAILURE TO REALIZE EXPECTED SAVINGS, LOSS AND/OR HARM OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES) ARISING FROM OR IN CONNECTION WITH THE PARTNER PORTAL (INCLUDING PORTAL CONTENT OR ANY OTHER PARTNER PORTAL MATERIALS), REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF SOTI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10. Confidentiality
10.1. The Partner Portal may contain confidential information or content of SOTI (including the Portal Content) displayed and/or made available on the Partner Portal. SOTI Partner agrees to use a reasonable degree of care to protect and keep secret any such confidential information and, not disclose or distribute such confidential information to any third party. The confidentiality obligations in the Portal Terms are in addition to the confidentiality obligations in the SOTI Partners underlying partner agreement with SOTI.
11. Termination
11.1. SOTI reserves the exclusive right to discontinue the Partner Portal and/or suspend and/or terminate SOTI Partner’s (or any authorized representative of SOTI Partner) use of or access to the Partner Portal, Portal Content, Login Credentials or any other portion of the Partner Portal for any reason at any time without notice to SOTI Partner. The remedies available to SOTI under this Section are not exclusive, and SOTI reserves the right to pursue other legal remedies and actions as it considers appropriate.
12. General
12.1. Applicable Law. The Portal Terms are governed and construed in accordance with the laws of the Province of Ontario, without regard to its conflicts of law provisions, and are subject to the exclusive jurisdiction of the courts located in the Province of Ontario, Canada.
12.2. Availability. Access to the Partner Portal (or certain portions of the Partner Portal) may be restricted or unavailable without notice at certain times, including (without limitation) when systems require maintenance or upgrades, in the case of unforeseen circumstances, as a result to any suspension or termination of access, or modification to the Partner Portal. SOTI will not be responsible for the lack of availability of the Partner Portal or for any damages that may result from such lack of availability.
12.3. Modification. SOTI may terminate, change, suspend or discontinue any aspect of the Partner Portal, including (without limitation) content, features or hours of availability. SOTI may also impose limits on certain features of the Partner Portal or systems, or restrict access Partner Portal (in whole or in part) without notice.
12.4. Portal Terms and Entire Agreement. The current version of the Portal Terms are available here. Any changes to the Portal Terms will be effective immediately upon posting. SOTI encourages SOTI Partner to regularly familiarize itself with the Portal Terms. Continued access or use of the Partner Portal constitutes acceptance of the then-current Portal Terms. If SOTI Partner does not agree to any changes to the Portal Terms, SOTI Partner must stop accessing and using the Partner Portal. The Portal Terms constitutes the entire terms of use between SOTI Partner and SOTI with respect to the Partner Portal, provided that if any conflict or discrepancy should arise between the terms of these Portal Terms and any written agreement between the SOTI Partner and SOTI, the terms in the written agreement will control.