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Participation
By participating in the BEC Partner Program (“Program”), the company or entity submitting the partner application (“Partner”) agrees to be bound by the terms and conditions herein (“Agreement”). Your participation in the program begins as soon as we approve your application and activate your account on our partner portal (the “Portal”). This Agreement shall apply to all marketing and incentive programs that are offered to you as a participant in the Program.
By “you,” “your” or similar references mean the legal entity enrolling in the program. Therefore, the person completing this enrollment represents that he or she is an employee of that entity and has the power and authority to bind that entity to this agreement.
By submitting your application you acknowledge that, on behalf of your company or entity, you have read and agree to the terms and conditions of this Agreement and you agree that you shall continue to comply with them throughout your participation in the Program.
Products and Services
This program authorizes you to resales, market, and support BEC Products and Services. You may purchase BEC products and services only from BEC authorized distributors, unless expressly authorized by BEC, subject to the applicable Purchase terms and agreement to purchase BEC products and services directly from BEC.
Program Benefits
You are granted the access to BEC’s Partner Portal and you may use the materials and the information you learn through the Portal only within your company to facilitate the sale, marketing or support of Products & Services. You may also provide such materials or information to current or prospective end-customers upon our written permission.
We grant you a non-exclusive, non-transferable, revocable, limited license to use the name, logo, trademarks, service marks, trade names, product names and other marks of BEC solely to market and promote the sale of Products in compliance with our advertising policy. You must not attempt to register any Mark, or any word, combination of words, logo or other design similar to Mark, nor incorporate any Marks into your trademarks, service marks, product names, company names, domain names, or any other similar designations.
Partner Obligations
You must be in compliance with the terms and conditions of this Agreement during your participation in the program, including the applicable partner benefit policies, requirements, and all other guides and conditions published on the Partner Portal or BEC websites or communicated to you from time to time. You must inform BEC promptly when you know or suspect that you may not be able to meet the requirements of this agreement or havefailed to comply with this agreement.
You must exert reasonable efforts to market and promote Products & Services in accordance with BEC’sadvertising policy. You will, i) only procure Products for resale from authorized BEC distributors and, if applicable, sell those Products to end-customers in the region specified by the authorized distributor, ii) provide point-of-sale information reasonably requested by the authorized distributor and agree that the authorized distributor may provide that information to us for our internal business purposes, iii) ensure that all end-customers to which you sell Products are aware of, and accept, any terms associated with those Products, including any end user license agreement, iv) make no representations, warranties or guarantees to potential customers or to the trade with respect to the specifications, features or capabilities of the Products and Services other than those that are included in the literature distributed by BEC; v) make no false or misleading representations with regard to BEC, the Products or Services; vi) will comply with all applicable laws and regulations in any of your dealings with respect to the Program and the Products and Services. vii) shall be responsible for all End Customer support, including prompt and responsive first level support; viii) comply with the BEC Opportunity Registration Policy and Guidelines.
Term
Once accepted into the Program, this Agreement between BEC and You shall remain in force for one year (12 months), or until canceled by either party; Either party may cancel the Agreement at any time for any reason with thirty (30) days written notice. If you breach in any material term of this Agreement and fails to cure the breach within 30 days of notice, BEC may terminate without liability. Upon termination, you shall lose all rights granted under this Agreement. Upon termination of your participation in the program, all rights and benefits granted to you shall immediately terminate, but termination does not eliminate any benefits you have earned unless termination was a result of your breach of the terms of this agreement or the program.
Compliance with Laws
You must comply with all laws applicable to your business, including the marketing and sale of the Products. You must comply with the U.S. Foreign Corrupt Practices Act and similar laws in other jurisdictions with respect to the Products. You must agree not to export or re-export, directly or indirectly, any technology, products incorporating technology or related information to any country embargoed by any agency of the United States of America, or to any specially denied national (SDN) or denied entity identified by the U.S. in the U.S unless properly authorized by the U.S. Government. You shall indemnify us from any claims made against us arising out of or related to your failure to comply with any law or breach the terms under this Partner agreement.
Terms of use – Partner Portal
a. License. Subject to these Terms of Use, BEC agrees to provide Partner access to Partner’s account information with BEC Technologies through the Portal. BEC grants to Partner a limited, nontransferable, nonexclusive license for the term of this Agreement to access and use the Portal and Portal software solely to access Partner’s account information. Partner may display and print for its own use, and for the use of its clients, information received via the Portal that pertains to Partner or Partner’s clients and its business with BEC. The license to use the Portal and Portal software granted in these Terms of Use will terminate automatically in the event that Partner ceases to be a Partner of BEC as determined by BEC. The license to access and use the Portal granted in these Terms of Use may be terminated at any time by BEC, without notice to Partner, in the event of a breach by Partner of the Partner Portal Terms of Use.
b. Restrictions on Use. Partner shall not, directly or indirectly, (i) license, sell, lease, assign or otherwise transfer any information, data or materials on the Portal or Portal software, (ii) alter or permit a third party to alter any part of the information, data or materials on the Portal or Portal software; (iii) access or use any information, data or materials of any third party available at the Portal; (iv) use or permit the use of the Portal, information, data or materials or Portal software except for the Partner’s access to its own customer information; (v) distribute copies of information, data or materials found on the Portal in any form (including by e-mail or other electronic means), without the prior written permission of BEC, or (vi) modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from any BEC software, service, product or documentation, or create or attempt to create a substitute or similar service or product through use of or access to the Partner Portal or any information, data or materials related thereto.
c. Partner Data. Partner agrees that it is solely responsible for the accuracy of any and all information input by Partner or provided to BEC for use in conjunction with the Portal (the “Partner Data”). Partner Data shall not include anything that actually or potentially infringes or misappropriates the copyright, trade secret, trademark or other intellectual property rights of any third party, violates the privacy rights of any third party, or contains anything that is obscene, defamatory, harassing, offensive or malicious.
Passwords. Partner is responsible for all use of its account and maintaining the confidentiality of all passwords and information. Sharing of passwords and account numbers and information is at Partner’s own risk. Partner is responsible for the security of all Partner Data saved to the Portal.
Confidentiality
You must not disclose to any third party any technical and business information furnished by us that are designated as confidential or which you reasonably should know is confidential given the circumstances surrounding disclosure. You may only use this information internally for purposes of promoting, selling and supporting Product.
You must agree to maintain the confidentiality of BEC Partner Portal and all information, data or materials contained therein. Partner agrees to not permit or allow any third party to use or access the Partner Portal and or its username(s) and password(s), which it further agrees to keep confidential and secure. You shall not use any proprietary or confidential information contained on the Partner Portal for any purpose other than to conduct Partner’s business with us.
Limitation of Liability
YOU ACKNOWLEDGE THAT YOUR PARTICIPATION IN THE PROGRAM IS STRICTLY VOLUNTARY. IN NO EVENT WILL BEC BE LIABLE TO YOU OR ANY THIRD PARTY (INCLUDING WITHOUT LIMITATION, ANY END USER) FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS, OR PROFITS) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR PERFORMANCE OF THE PRODUCTS, DOCUMENTATION, THE PARTNER PORTAL, OR SERVICES, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, BUT OTHER THAN A PARTY’S GROSS NEGLIGENCE, INTENTIONAL OR WILLFUL MISCONDUCT), PRODUCT LIABILITY, OR OTHERWISE, EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
Trademarks and Intellectual Property Rights
Any trademarks, logos and service marks (“Marks”) displayed on the Partner Portal are the property of BEC or other third parties. You may not use these Marks without the prior written consent of BEC or such third party which may own the Mark.
You hereby acknowledge all rights, titles and interests, including but not limited to, rights covered by the Intellectual Property Rights, in and to the Partner Portal, and that you will not acquire any right, title, or interest in or to the Partner Portal or any of its content.
At any given time, BEC may have patents, patent applications, trademarks, copyrights or other intellectual property rights covering subject matter in this document. Unless expressly provided in any written license agreement from BEC, the furnishing of this Partner Portal or documents contained on this Partner Portal do not give you any license to any patents, trademarks, copyrights or other intellectual property.
Governing Laws and Disputes
This Agreement shall be governed by the laws of the State of Texas. If any provision is found to be non-binding then the remaining provisions shall remain in force. Any actions brought under this Agreement shall be brought before the United States District Court, Eastern District Texas.
Assignment
You may not transfer or assign any rights or obligations you have under this Agreement without BEC’s prior approval. BEC reserves the right to transfer or assign this Agreement or any right or obligation under this Agreement by providing you with notice of such transfer or assignment.
Entire Agreement
This Agreement constitutes the entire Agreement and understanding between the parties. This entire Agreement between the Parties with respect to the subject matter hereof and supersedes all other previous statements, communications or agreements, whether oral or written, including press releases, advertising and sales material. In the event of a conflict between the terms of this Agreement and its Annex(es), the terms and conditions of this Agreement shall prevail. No term or provisions of this Agreement may be changed, waived, discharged without written approval of BEC.
BEC Technologies Partner Program Agreement 2019.1
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