Claude Partner Network Agreement

This Claude Partner Network Agreement (this “CPNA”) governs your participation in the Claude Partner Network Program (the “Program”) and is an agreement between Anthropic (as defined below, and also referred to herein as “we,” “us,” or “our”) and you or the entity you represent (“you” or “your”). This CPNA also incorporates by reference, and is deemed to include the terms and conditions contained in, our Partner Program Guide, the Anthropic Policies, and any exhibits or other documents or terms (including any Program Specific Terms) that are incorporated by reference in any of the foregoing, each of which forms an integral part of this CPNA. Please see Section J for definitions of certain capitalized terms used in this CPNA.

This CPNA takes effect on the day you electronically agree to these terms by any method made available by Anthropic for such purpose (the “Effective Date”). By doing so, you acknowledge that you have read and understand this CPNA and agree to be bound by its terms and conditions. You also hereby represent to us that you are lawfully able to enter into contracts (e.g., you are not a minor) and, if you are entering into this CPNA for an entity, such as the company you work for, you represent to us that you have legal authority to bind that entity.

A. Program.

1. Participation. To participate in the Program and utilize any of its benefits, you must (a) submit a complete Program application through the Claude Partner Hub portal, (b) receive written approval from Anthropic to join the Program, which shall be granted in Anthropic’s sole discretion (including, if accepted, as to your Program level or tier), and (c) enter into this CPNA (and this CPNA must not have been terminated).
2. Affiliate Participation. Your Affiliates may participate in the Program, subject to their compliance with this CPNA and separate execution of any applicable Program Specific Terms; provided, you remain fully liable to us for your Affiliates’ actions or omissions under, and their compliance with, this CPNA. Any breach of the CPNA by your Affiliates will be deemed a breach by you, and we reserve the right to terminate any Affiliate’s participation in the Program upon written notice.
3. Account. If you are accepted into the Program, you may register a Program account where you can manage your participation in the Program. Anthropic may use your Program Account Information to send you information about Anthropic, the Program or other relevant information. Program Account Information and any other personal information Anthropic or any of its Affiliates receive from you or otherwise collect to maintain and facilitate your participation in the Program will be processed in accordance with our Privacy Policy. You are solely responsible for all activity under your Program account. You will promptly notify Anthropic if you believe your account has been compromised or is subject to a denial of service or similar malicious attack.
4. Benefits. As part of the Program, we may invite you to participate in opportunities or provide you with funding or other benefits related to your activities that support usage, promotion, or knowledge of the Anthropic Services. Any benefits, or their continued availability to you, are not guaranteed and may be subject to change as further described in this CPNA. If you receive benefits for which we determine you are not eligible, you will return such benefits upon our request, or we may cancel such benefits or make corresponding reductions to any of your future benefits. You may not use any benefits for any purpose other than for their intended use as set forth in the Partner Program Guide or otherwise communicated to you by Anthropic. Benefits may not be used by your employees for their personal benefit. All Program benefits and details thereof are set forth in the Partner Program Guide and may be subject to additional Program Specific Terms.
5. Government Customer Projects. If you accept any benefits under this CPNA in support of a project relating to an existing or potential business relationship with a Governmental Entity (a “Government Customer Project”), you agree that:
   1. If the benefits are in the form of funding, the Governmental Entity must derive independent financial benefit from your consumption of the benefits (i.e., free or discounted products or services from you).
   2. You will comply with all procurement laws, rules, regulations, and contract provisions, including any that pertain to discounts and rebates, or that pertain to ethics and integrity (e.g., prohibitions against gratuities, bribery, corruption, kickbacks, conflicts of interest or false statements or claims). Your use of benefits under this CPNA must not create a conflict of interest (or the appearance of a conflict of interest) for you or Anthropic or give rise to any liability for Anthropic. Anthropic recommends you confirm with the applicable Governmental Entity’s contracting officer, ethics official, or other applicable Representative that your use of the benefits provided under this CPNA in connection with the applicable Government Customer Project is lawful, ethical, and permissible.
   3. You will disclose to the applicable Governmental Entity the details regarding your receipt of benefits under this CPNA to the extent required by Applicable Law, such Governmental Entity’s contracting requirements, or Anthropic. Anthropic is not responsible for confirming the accuracy of such disclosures prior to distributing the benefits under this CPNA. If you provide recommendations to a Governmental Entity regarding Anthropic’s services, your receipt of such benefits should not impact such recommendations, and you will not use such benefits for the Government Customer Project unless you first disclose in writing to the applicable Governmental Entity that Anthropic is providing you benefits for the Government Customer Project.
6. Fees. To the extent applicable, any Program fees payable by you to participate in the Program, and the terms and conditions associated with the payment thereof, will be set forth in the Partner Program Guide (including, if applicable, in the relevant Program Specific Terms).
7. Conduct.
   1. You will at all times (i) conduct your activities in connection with the Program in a professional and competent manner and in accordance with the Anthropic Policies, and (ii) not engage in any harmful, false, or deceptive acts or practices (including making any unauthorized, false, misleading or illegal statements in connection with this CPNA, or regarding the Program). You are solely responsible for ensuring you are eligible to receive, and that you are using, any benefits under the Program in accordance with Applicable Law. You will be responsible for your Representatives’ compliance with the terms and conditions of this CPNA as if their acts and omissions were your acts and omissions.
   2. You will not, directly or indirectly, offer, promise, give or authorize the giving of anything of value to any government official or other person for the purpose of (i) influencing any act or decision in connection with this CPNA, (ii) inducing any person to act in violation of their lawful duty or (iii) securing any improper business advantage. You will immediately notify Anthropic if you become aware of (A) any investigation, enforcement action, complaint, litigation, or other proceedings against you or your Representatives related to the Program or your activities in connection with the Program, (B) any government investigation, enforcement action, or formal allegation involving Partner or its personnel, including any matter under Anti-Bribery Laws (as defined below), sanctions, export controls, or the AI Diffusion Rule or (C) any fact or circumstance that would render any representation or warranty you made under this CPNA— including representations when accepting this CPNA, in the Program application, or in any subsequent recertification—materially inaccurate.
   3. While you are a participant in the Program, you will comply with all Applicable Laws (and you will not attempt to cause or knowingly support any violation of any Applicable Law), including all applicable export control and sanctions laws and regulations, including (i) those maintained by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”), the U.S. Bureau of Industry and Security (including the Export Administration Regulations and the AI Diffusion Rule), the U.S. Department of Defense Trade Controls, the European Union, the United Kingdom and any other applicable jurisdiction and (ii) the International Traffic in Arms Regulations ("ITAR") maintained by the U.S. Department of State. Without limiting the generality of the foregoing, in performing your obligations under this CPNA, you will comply with all applicable commercial and public anti-bribery laws (“Anti-Bribery Laws”), including the U.S. Foreign Corrupt Practices Act of 1977, the UK Bribery Act of 2010 and any local equivalents in any jurisdictions where you operate or transact, which prohibit corrupt offers of anything of value, either directly or indirectly to anyone, including government officials, to obtain or keep business or to secure any other improper commercial advantage. You will (A) comply with Anthropic’s anti-bribery due diligence process, including providing complete and accurate information in response to Anthropic's requests and completing any periodic compliance certifications or recertifications Anthropic may reasonably require, in each case within the timeframe reasonably specified by Anthropic and (B) not make any facilitation payments, which are payments to induce officials to perform routine functions they are otherwise obligated to perform. For the purposes of Section A.7, “government official” includes any government employee; candidate for public office; and employee of government-owned or government-controlled companies, public international organizations, and political parties.
   4. You will not make any representations or warranties concerning the Program on behalf of Anthropic. Anthropic will not be responsible for any representations or warranties made by you concerning the Program.
   5. You agree that you will only disclose customer contact details to Anthropic in connection with your participation in the Program if you have obtained any appropriate consents, as applicable, from such customer to allow Anthropic or an Anthropic-authorized partner to use such details to communicate directly with the customer for purposes related to Anthropic (or Anthropic-authorized partners) soliciting a direct or indirect sales or service provider relationship with such customer. For the avoidance of doubt, neither you nor Anthropic will be acting as the other party’s processor (as defined under the EU General Data Protection Regulation, or its equivalent under other applicable data protection laws) in connection with your acceptance into the Program, and each party is an independent controller of personal information received. Any disclosure of personal information under a particular Program initiative may be subject to additional terms set forth in the Partner Program Guide or applicable Program Specific Terms. If we provide any personal information to you, you will handle, use, process, and delete such personal information (a) in accordance with applicable data protection laws, (b) only for the purpose for which it is provided, and (c) in accordance with your privacy policy.

B. Confidentiality.

1. Confidential Information. The parties may share Confidential Information in connection with the Program. The receiving party (“Recipient”) may only use Confidential Information of the disclosing party (the “Discloser”) to exercise its rights and perform its obligations under this CPNA and will use reasonable care to protect against any unauthorized disclosure of Discloser’s Confidential Information. Recipient may only share Discloser’s Confidential Information with Recipient’s Representatives that have a need to know such Confidential Information and who are bound to obligations of confidentiality at least as protective as those provided in this CPNA. Recipient is responsible for all acts and omissions of its Representatives relating to this CPNA or the activities contemplated hereby.
2. Exclusions. Confidential Information excludes information that: (a) becomes publicly available through no fault of Recipient or its Representatives, (b) is obtained by Recipient from a third party without a breach of the third party’s obligations of confidentiality, or (c) is independently developed by Recipient without use of the Discloser’s Confidential Information. Recipient may disclose Discloser’s Confidential Information to the extent it is required by Applicable Law and will, except where expressly prohibited, notify Discloser of the required disclosure promptly and cooperate with Discloser’s efforts to prevent or narrow the scope of disclosure.
3. Destruction Request. Recipient will destroy Discloser’s Confidential Information promptly upon request, except where retained to comply with Applicable Law or as copies in Recipient’s automated back-up systems, which will remain subject to these obligations of confidentiality while maintained.
4. Security Incidents. You will notify Anthropic in writing within the seventy-two (72) hours upon becoming aware of any confirmed security incident affecting Anthropic’s Confidential Information (including any personal information).

C. Intellectual Property.

1. Rights Granted by Anthropic. Solely in connection with your participation in the Program, and only while you remain a participant in good standing, Anthropic hereby grants you a worldwide, royalty-free, non-exclusive, non-sublicensable and non-transferable license to display Anthropic Trademarks, subject to, in accordance with, and to the extent permitted by, this CPNA (including the Partner Program Guide) and the Anthropic Brand & Trademark Guidelines. All goodwill arising from your use of the Anthropic Trademarks shall inure to the benefit of Anthropic.
2. Rights granted by You. For so long as you are a participant in the Program, (a) Anthropic may disclose your name, website, and other general contact information as a Program participant, and (b) you hereby grant Anthropic and its Affiliates a worldwide, royalty-free, non-exclusive, non-sublicensable and non-transferable license to use, reproduce, display, distribute, and translate all or any part of Partner Materials in connection with your participation in the Program. In connection with Anthropic’s exercise of such rights, Anthropic may make reasonable, minor changes to Partner Materials, such as resizing or reformatting Partner Materials. As between the parties, you own and reserve all right, title, and interest in and to the Partner Materials. All goodwill arising from Anthropic’s or its Affiliates’ use of the Partner Trademarks shall inure to your benefit.
3. Restricted Use. Each party may use the other party’s Trademarks only as expressly permitted in this CPNA. Each party may revoke the other party’s right to use its Trademarks under this CPNA with written notice to the other party; provided that a reasonable period of time is provided to cease use of the Trademarks.
4. Reservation of Rights. Except as expressly stated in this CPNA, this CPNA does not grant either party any rights to the other’s intellectual property, by implication, estoppel or otherwise. For the avoidance of doubt, acceptance into the Program does not authorize you to access, use, resell or sublicense Anthropic Services, and nothing in this CPNA grants you any such rights. Any use of the Anthropic Services shall be governed by your relevant Customer Agreement(s).
5. Contacts. By registering a Program account, you hereby consent to Anthropic contacting you (e.g., by email) for any of the following purposes: (a) regarding Program updates; (b) with relevant Program promotional materials, and/or (c) to reasonably request information from you about your business and customers as it relates to your participation in the Program. You represent and warrant that you have obtained the consents necessary for Anthropic to send these communications to your Representatives who are also registered in your Program account.
6. Feedback. If you provide (in your sole discretion) Anthropic with any suggestions for, contributions to or feedback on the Program (“Feedback”), you hereby grant Anthropic and its Affiliates an irrevocable, perpetual, transferable, sublicensable, worldwide, paid-up, royalty-free license to use such Feedback.

D. Publicity.

You will not issue any press release or make any other public communication regarding your participation in the Program without Anthropic’s prior written consent; provided, you may repeat any public statement that is consistent with and substantially similar to one Anthropic previously approved.

E. Term and Termination.

1. Term. This CPNA starts on the Effective Date and continues until terminated in accordance with the terms of this Section E.
2. Termination.
   1. Unless otherwise specified in any Program Specific Terms, either party may terminate this CPNA at any time for convenience with 30 days’ prior Notice.
   2. Either party may terminate this CPNA for the other party’s material breach by providing 10 business days’ prior Notice detailing the nature of the breach unless cured within that time.
   3. Either party may terminate this CPNA immediately with Notice if the other party (i) ceases or suspends its business operations or (ii) becomes the subject of any proceeding relating to bankruptcy, insolvency, liquidation, receivership or assignment for the benefit of creditors, or any comparable legal proceeding.
   4. Anthropic may suspend or terminate this CPNA immediately with Notice if (i) Anthropic reasonably believes that your participation in the Program is prohibited by Applicable Law or creates a material security or reputational risk for Anthropic; (ii) Anthropic determines, in its sole discretion, to cease operating the Program (provided that Anthropic will use commercially reasonable efforts to give you advance notice of such cessation); (iii) Anthropic believes, in good faith, that you have violated or caused Anthropic to violate any Anti-Bribery Laws or that such a violation is reasonably likely to occur; (iv) you or any of your Affiliates become a Restricted Party or becomes subject to any trade or economic sanctions maintained by OFAC or export control or AI Diffusion Rule enforcement action; (v) you willfully misrepresent your involvement in the Program (including with respect to your level or tier) or any representation or warranty you made—including representations made when accepting this CPNA, in the Program application, or in subsequent recertification—was materially false or misleading when made or subsequently becomes materially inaccurate and you fail to disclose the change in accordance with Section A.7.b; (vi) you materially breach the Anthropic Brand & Trademark Guidelines; or (vii) you breach the Usage Policy in a manner that Anthropic reasonably determines creates a safety, security, intellectual property, or other material risk.
   5. You may terminate this CPNA immediately with Notice to Anthropic if Anthropic modifies this CPNA, in accordance with Section I.2, in a manner that materially and adversely (i) reduces your rights or (ii) increases your obligations or liability under this CPNA in any material respect (excluding any change to, or discontinuation of, benefits under the Partner Program Guide that does not involve changes to any Program Specific Terms).
3. Effect of Termination. Upon termination of this CPNA, you must (a) cease all participation in, and activities relating to, the Program, (b) immediately return, cease use of, and remove from your website, or if instructed by Anthropic, destroy, any materials provided to you by Anthropic in connection with the Program in your possession (including any and all materials containing Anthropic Trademarks or Confidential Information to the extent provided to you in connection with the Program) and (c) immediately cease to identify yourself or hold yourself out as a Program participant or Program partner. The following provisions will survive termination or expiration of this CPNA: (i) Sections B (Confidentiality), C.4 (Reservation of Rights) and C.6 (Feedback), D (Publicity), E (Term and Termination), F (Disputes), G (Indemnification), H.1 (Warranties), H.2 (Disclaimer of Warranties), H.3 (Limits on Liability), and I (Miscellaneous), and (ii) any provision or condition that must survive to fulfill its essential purpose.

F. Disputes.

1. Disputes. In the event of a Dispute, the parties will first attempt in good faith to informally resolve the matter. The party raising the Dispute must provide Notice to the other party. The other party will respond to the Dispute Notice in a timely manner. If the parties have not resolved the Dispute within 45 days of delivery of the Dispute Notice, either party may seek to resolve the Dispute through arbitration as stated in Section F.2 (Arbitration).
2. Arbitration. Any Dispute will be determined in English by final, binding arbitration. Judgment on any award issued through the arbitration process in this Section F.2 (Arbitration) may be entered in any court having jurisdiction. EACH PARTY AGREES THEY ARE WAIVING THE RIGHT TO A TRIAL BY JURY, AND THE RIGHT TO JOIN AND PARTICIPATE IN A CLASS ACTION, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW IN CONNECTION WITH THIS CPNA. Disputes will be determined by a sole arbitrator in San Francisco, CA pursuant to the Comprehensive Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. For participants residing in the EEA, Switzerland or UK: Disputes will be determined by a sole arbitrator in Dublin, Ireland pursuant the UNCITRAL Arbitration Rules as at present in force. The appointing authority will be the President for the time being of the Law Society of Ireland.
3. Equitable Relief. Nothing in this CPNA (including anything in this Section F (Disputes)) limits either party from seeking equitable relief.

G. Indemnification.

1. Claims Against You. Anthropic will defend you and your personnel, successors, and assigns from and against any third-party claim, suit, or proceeding alleging that your use of the Anthropic Trademarks in accordance with this CPNA violates any third-party intellectual property right (a “Partner Claim”) and indemnify them for any judgment or award that a court of competent jurisdiction or arbitrator grants a third party on such Partner Claim or any amount payable to a third party under any Anthropic-approved settlement of such Partner Claim.
2. Claims Against Anthropic. You will defend Anthropic and its personnel, successors, and assigns from and against any third-party claim, suit or proceeding (a) arising from your participation in the Program (or any project thereunder), except to the extent directly caused by Anthropic’s acts or omissions, (b) arising from any breach by you of this CPNA or (c) alleging that Anthropic’s use of the Partner Materials in accordance with this CPNA violates any third-party intellectual property right (an “Anthropic Claim” and together with any Partner Claim, a “Claim”) and indemnify them for any judgment or award that a court of competent jurisdiction or arbitrator grants a third party on such Anthropic Claim or any amount payable to a third party under any settlement of such Anthropic Claim approved by you.
3. Exclusions. Neither party’s defense or indemnification obligations will apply to the extent the underlying allegation arises from the indemnified party’s fraud, willful misconduct, violations of Applicable Law, or breach of this CPNA.
4. Process. The indemnified party must promptly notify the indemnifying party of the relevant Claim and reasonably cooperate in the defense. The indemnifying party will retain the right to control the defense of any such Claim, including the selection of counsel, the strategy and course of any litigation or appeals, and any negotiations or settlement or compromise, except that the indemnified party will have the right, not to be exercised unreasonably, to reject any settlement or compromise that requires that it admit wrongdoing or liability or subjects it to an ongoing affirmative obligation. The indemnifying party’s obligations will be excused if either of the following materially prejudices the defense: (a) failure of the indemnified party to provide prompt Notice of the Claim, or (b) failure to reasonably cooperate in the defense.
5. Sole Remedy. To the extent covered under this Section G (Indemnification), indemnification is each party’s sole and exclusive remedy under this CPNA for any such Claims.

H. Warranties and Limits on Liability.

1. Warranties.
   1. Each party represents and warrants that (i) it has the full right and legal authority to enter into this CPNA, (ii) this CPNA is a legal, valid and binding obligation of such party, enforceable against it in accordance with its terms, (iii) the execution and delivery of this CPNA have been duly authorized by such party and (iv) entering into and performing this CPNA will not violate any of its corporate rules, if applicable.
   2. You represent and warrant that (i) to the best of your knowledge and after due inquiry, neither you nor any of your directors, officers or other Representatives acting on your behalf in connection with this CPNA is or has been convicted of, or is currently the subject of a pending investigation or enforcement action involving, bribery, corruption, fraud, or money laundering; (ii) neither you nor any of your directors, officers, or other Representatives performing under this CPNA (A) is a Restricted Party, (B) is located, organized, or ordinarily resident in a country or territory subject to comprehensive sanctions, or (C) is otherwise the target of any sanctions, export controls, or trade restrictions that would prohibit your participation in this CPNA; and (iii) neither you nor any of your Affiliates is owned or controlled, in whole or in part, by a Governmental Entity, and no government official (as defined in Section A.7.c) or member of their immediate family (A) holds a direct or indirect ownership or other financial interest in you or any of your Affiliates, or (B) serves as a director, officer, or Representative of you or any of your Affiliates with responsibility for activities under this CPNA, in each case except as you have disclosed to Anthropic in writing prior to the Effective Date or in your Program application. You will promptly notify Anthropic if you become aware of any sanctions designation or export-control enforcement action.
2. Disclaimer of Warranties. EXCEPT TO THE EXTENT EXPRESSLY PROVIDED FOR IN THIS CPNA, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW (A) THE PROGRAM, PROGRAM CONTENT AND ANY OTHER MATERIALS OR BENEFITS ANTHROPIC MAY OFFER THROUGH THE PROGRAM ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, AND (B) ANTHROPIC MAKES NO WARRANTIES, EXPRESS OR IMPLIED, RELATING TO THE PROGRAM. ANTHROPIC EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS ANY IMPLIED WARRANTY ARISING FROM STATUTE, COURSE OF DEALING OR PERFORMANCE, OR TRADE USE.
3. Limits on Liability.
   1. The liability of each party and its Affiliates for any damages arising out of or related to this CPNA (i) excludes damages that are consequential, incidental, special, indirect, exemplary or punitive damages, including loss of profits, business, contracts, revenue, goodwill, production, anticipated savings, or data, and costs of procurement of substitute goods or services and (ii) in the aggregate, is limited to $50,000. Notwithstanding the foregoing, the limitations in this Section H.3 do not apply to: (A) either party’s indemnification obligations under this CPNA; (B) your breach of Section B (Confidentiality); (C) either party’s fraud or willful misconduct; or (D) any liability that cannot be excluded or limited under applicable law.
   2. THE LIMITATIONS OF LIABILITY IN THIS SECTION H.3 (LIMITS ON LIABILITY) APPLY: (I) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, (II) TO LIABILITY IN TORT, INCLUDING FOR NEGLIGENCE, (III) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT PRODUCT LIABILITY, OR OTHERWISE, (IV) EVEN IF THE BREACHING PARTY IS ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE, AND (V) EVEN IF THE INJURED PARTY’S REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE.
   3. The parties agree that they have entered into this CPNA in reliance on the terms of this Section H.3 (Limits on Liability) and those terms form an essential basis of the bargain between the parties.

I. Miscellaneous.

1. Notices. All Notices must be in writing. Except for Notices related to demands to arbitrate or where equitable relief is sought, any Notices provided under this CPNA may be delivered electronically to the address provided to Anthropic if to you; and to notices@anthropic.com if to Anthropic. Notice is effective only: (a) upon receipt by the receiving party, and (b) if the party giving the Notice has complied with all requirements of this Section I.1 (Notices).
2. Modification. Except as expressly set forth in any Program Specific Terms, Anthropic may, in its sole discretion, at any time (a) change or discontinue all or any part of the Program or any benefits thereunder, or (b) modify this CPNA (or any portion hereof, including the Partner Program Guide, any Program Specific Terms, and the Anthropic Policies) by posting a revised version or notice to the Claude Partner Hub or by otherwise notifying you in accordance with Section I.1 (“Modified Terms”). Any such Modified Terms shall become effective immediately upon posting or, if we notify in accordance with Section I.1, as stated in the relevant Notice. In the event the changes reflected in any Modified Terms are materially adverse to you, you may, as your sole remedy, terminate this CPNA in accordance with Section E.2.e. By continuing to participate in the Program after the effective date of any changes, discontinuations or modifications to this CPNA, you agree to be bound by the applicable terms. It is your responsibility to check the Program website regularly for any Modified Terms. We last modified this CPNA on the date listed at the beginning of this CPNA.
3. No Waiver. Failure to exercise or delay in exercising any rights or remedies arising from this CPNA does not and will not be construed as a waiver, and no single or partial exercise of any right or remedy will preclude future exercise of such right or remedy.
4. Assignment and Delegation. Neither party may assign its rights or delegate its obligations under this CPNA without the other party’s prior written consent, except that Anthropic may assign its rights and delegate its obligations to an Affiliate or as part of a sale of all or substantially all of its business. Any purported assignment or delegation is null and void except as permitted above. No permitted assignment or delegation will relieve the contracting party or assignees of their obligations under this CPNA. This CPNA will bind and inure to the benefit of the parties and their respective permitted successors and assigns.
5. Change of Control. If you experience a Change of Control: (a) you will give written notice to Anthropic within 30 days after the Change of Control; and (b) Anthropic may immediately terminate this CPNA any time between the Change of Control and 30 days after Anthropic receives such written notice. If Anthropic has not exercised its right of termination under this Section within 30 days of receipt of notice of the Change of Control, that right of termination will expire (without prejudice to any other termination rights under Section E.2).
6. Severability. If a provision of this CPNA is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will neither affect any other term or provision of this CPNA nor invalidate or render unenforceable such term or provision in any other jurisdiction. Any invalid, illegal or unenforceable provisions will be interpreted to give effect to the intent of the original provision. If such construction is not possible, the invalid, illegal or unenforceable portion will be severed from this CPNA, but the rest of this CPNA will remain in full force and effect.
7. Interpretation. This CPNA will be construed mutually, with neither party considered the drafter. Document and section titles are provided for convenience and will not be interpreted. The phrases “for example,” or “including,” or “or” are not limiting.
8. Order of Precedence. In the event of any conflict or inconsistency between the following documents, the order of precedence shall be: (a) the Program Specific Terms, including any exhibits, (b) the Partner Program Guide, and (c) the terms of this CPNA.
9. Governing Law; Venue. This CPNA is governed by and construed in accordance with the laws of the State of California, without giving effect to any choice of law provision. Any suits, actions, or proceedings related to this CPNA that are not required to be resolved via arbitration pursuant to Section F (Disputes) will be instituted exclusively in the federal or state courts located in California, and each party irrevocably submits to their exclusive jurisdiction.
10. Records and Audit. You will keep and maintain complete and accurate books, records and accounts relating to this CPNA. During the term of this CPNA, and for a period of one year thereafter, if you receive reasonable prior notice from Anthropic, you will give Anthropic or an accountant(s) or auditor(s) appointed by Anthropic access during normal business hours or otherwise provide to your relevant books and records to the extent reasonably necessary to verify, at Anthropic’s cost, your continuing full compliance with this CPNA and all Applicable Laws and cooperate in good faith with any requests relating to any such review within ten (10) business days.
11. Integration. This CPNA constitutes the parties’ entire understanding as to the Program and supersedes any prior agreements or understandings between the parties relating to the Program. For the avoidance of doubt, nothing in this CPNA modifies or supersedes your Customer Agreement(s). If you and Anthropic enter into a separate written agreement that is negotiated and executed by both parties and that explicitly governs your participation in the Program, that agreement will control over this CPNA to the extent of any conflict.
12. Force Majeure. Neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control.
13. Independent Contractors. Anthropic and you are independent contractors, and this CPNA does not create a partnership, joint venture, agency, fiduciary or employment relationship. The use of the term “Anthropic Partner” or “Partner of Anthropic” refers solely to membership in the Program. You will not make any representations, warranties, or guarantees to any third party on behalf of Anthropic. Neither party, nor any of its respective Affiliates, is an agent of the other for any purpose or has the authority to bind the other. This CPNA is non-exclusive, and nothing in it precludes either party from entering into similar arrangements with third parties. Nothing in this CPNA is a revenue, lead, or volume guarantee, and neither party is obligated to purchase the other party’s products or services
14. Language. All communications and Notices made or given pursuant to this CPNA must be in the English language. The English language version of this CPNA will control in the event of a conflict with any translated versions of this CPNA Anthropic may provide.
15. No Third-Party Beneficiaries. This CPNA does not create any third-party beneficiary rights in any individual or entity that is not a party to this CPNA.

J. Definitions.

1. “Affiliate” means, with respect to any party at any given time, any other entity directly or indirectly controlling, controlled by or under common control with such party at such time. For the purposes of this definition, the term “control” (including its correlative meanings, the terms “controlling”, “controlled by” and “under common control with”) shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such party, whether through the ownership of voting securities, by contract or otherwise.
2. “Anthropic” means Anthropic Ireland, Limited if you are domiciled in the European Economic Area, Switzerland, or the United Kingdom, and Anthropic, PBC for all others.
3. “Anthropic Brand & Trademark Guidelines” means the Anthropic Brand & Trademark Guidelines available at https://claudestatic.freeaiapi.xyz/legal/trademark-guidelines, as may be updated from time to time in accordance with Section I.2.
4. “Anthropic Policies” means the Usage Policy, Supported Regions Policy and Anthropic Brand & Trademark Guidelines.
5. “Anthropic Services” means the Claude Developer Platform, Team and Enterprise services, as well as all related Anthropic tools, documentation and services provided by Anthropic under your Customer Agreement.
6. “Anthropic Trademarks” means any Trademarks owned by Anthropic or any of its Affiliates.
7. “Applicable Law” means, with respect to any party hereto, any federal, state or local law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order or other similar requirement enacted, adopted, promulgated or applied by a governmental authority that is binding upon or applicable to such party.
8. “Change of Control” means any transaction or series of transactions following which (a) a third party acquires, directly or indirectly, more than fifty percent (50%) of the voting rights or issued share capital of you; (b) you consolidate with or merge into another entity, or another entity merges into you, in each case such that the existing shareholders hold less than fifty per cent (50%) of the voting rights or share capital of the surviving entity following such transaction; or (c) you sell or transfer all or substantially all of your assets to one or more third parties in a single transaction or series of transactions.
9. “Claude Partner Hub” means the online portal located at https://www.partnerhub.anthropic.com or another URL designated by Anthropic.
10. “Confidential Information” means information that is identified as confidential, proprietary, or similar, or that a party would reasonably understand to be confidential or proprietary. Confidential Information includes (a) nonpublic information relating to the Discloser’s technology, products, services, processes, data, customers, business plans and methods, promotional and marketing activities, finances and other business affairs and (b) the nature, content and existence of discussions or negotiations between the parties.
11. “Customer Agreement” means the Enterprise Services Agreement, the terms at https://claudestatic.freeaiapi.xyz/legal/commercial-terms, or other agreement that you may have entered into with us, in your capacity as a customer, for your use of Anthropic Services.
12. “Dispute” means dispute, claim or controversy relating to this CPNA.
13. “Governmental Entity” means any national, state, provincial, municipal, or other government, or any ministry, department, agency, or instrumentality of one; any public international organization; any political party, party official, or candidate for political office; and any enterprise, fund (including any sovereign wealth fund), or other body in which any of the foregoing, or any member of a royal or ruling family, directly or indirectly holds thirty percent (30%) or more of the equity or voting interest, or which any of them otherwise controls.
14. “Notice” means notices, demands, waivers, and other communications under this CPNA.
15. “Partner Materials” means any Partner Trademarks or other text, images, audio, video, or other content provided by you to Anthropic or its Affiliates in connection with the Program.
16. “Partner Program Guide” means the Partner Program Guide available at Claude Partner Hub, as may be updated from time to time in accordance with Section I.2, including to add new Program Specific Terms when new benefits, levels, tiers, sub-programs or projects are added to or under the Program.
17. “Partner Trademarks” means any Trademarks owned by you or any of your Affiliates.
18. “Privacy Policy” means the Privacy Policy available at https://claudestatic.freeaiapi.xyz/legal/privacy, as may be updated from time to time in accordance with Section I.2.
19. “Program Account Information” means information about you that you provide to Anthropic or its Affiliates in connection with the creation or administration of your Program account, including names, usernames, phone numbers, email addresses, and billing information associated with your Program account.
20. “Program Specific Terms” means addenda containing certain additional terms and conditions, as incorporated by reference in the Partner Program Guide, that are applicable to certain specific benefits, levels, tiers or sub-programs of, or projects under, the Program, as such Program Specific Terms may be updated from time to time in accordance with Section I.2.
21. “Representative” means employees, agents, and advisors of a party.
22. “Restricted Party” means a person or entity with whom United States persons or entities are restricted or prohibited from doing business under regulations of OFAC, the BIS Entity List, the EU Consolidated List, or the UK HMT list.
23. “Supported Regions Policy” means the Supported Regions Policy available at https://claudestatic.freeaiapi.xyz/supported-countries, as may be updated from time to time in accordance with Section I.2.
24. “Trademarks” means any and all trademarks, service marks, trade names, service names, brand names, trade dress, logos, and any and all other indications of origin (whether or not registered), including all goodwill associated therewith.
25. “Usage Policy” means the Usage Policy available at https://claudestatic.freeaiapi.xyz/legal/aup, as may be updated from time to time in accordance with Section I.2.