Beambox Partner Program Agreement
By participating in the Beambox Partner Channel (“Program”), the company or entity that is submitting the channel partner application or accepted into the Program (“you”, “your” or “Partner”) agrees to be bound by this Beambox Partner Program Agreement (“Agreement”), which includes the General Terms; the Partner Speciﬁc Terms for all partner tracks which you are authorized to participate in the Program; and the documents, terms, and conditions (as each may be modified) that are referenced in this Agreement.
For purposes of this Agreement, “Beambox” (in Internationally) or Beambox LLC (in the U.S.); and “Beambox Partners” means any direct or indirect subsidiary of Beambox.
“Beambox Partners” means any direct or indirect subsidiary of Beambox.
1.Eligibility. Throughout your participation in the Program, you must (a) maintain good standing with Beambox; (b) meet Program requirements, including the completion of all required training; and (c) comply with this Agreement. Additionally, you will at all times (d) maintain a current company proﬁle in Partner Portal (as defined below), including your profile in the Partner Dashboard, and provide relevant, up-to-date contact details of your personnel; (e) manage permission and access to Partner Portal for your company personnel, ensuring each user has proper access rights, including promptly deactivating access for reassigned or terminated personnel; and (f) provide prompt, written notiﬁcation to Beambox of any changes that may affect your participation in the Program. You will designate an individual (“Partner Account Dashboard”) to perform the tasks in subparts (d) through (f) and to receive any notice that Beambox is required to give under this Agreement. You authorize Beambox to publish and include your partner profile and company information in the Find a Partner tool to help the public search for a Beambox partner.
2. Governing Documents
2.1 Agreement. Unless otherwise speciﬁed in writing by Beambox, this Agreement governs your participation in the Program, including marketing and incentive programs and other subprograms that are available to you. This Agreement supersedes any previous program terms.
2.2 Purchases. Your purchases of hardware equipment and software licenses (“Products”) and support, maintenance, professional, and other services (“Services”) directly from Beambox are subject to agreements, terms, and conditions referenced in the applicable Partner Specific Terms. You will purchase Products and Services for resale only through a Beambox Partner Program authorized distributor (“Distributor”) unless you are expressly authorized in writing by Beambox to purchase Products and Services directly from Beambox.
2.3 Subprogram Terms. You agree that if you participate in any sales or marketing initiative or program under the Beambox Partner Program, or receive benefits from it, you are subject to the terms and conditions (if any) that Beambox sets forth for the program. All initiatives or programs that offer incentives, rebates, marketing development funds, or other financial benefits are subject to the Beambox Partner Program Incentive Terms and Conditions located here and to the business rules (if any) for the initiative or program.
3. Partner Portal
3.2 Errors and Availability. Beambox is not responsible for any errors or delays in transmission that may occur prior to our receipt of the transmission. Security procedures used in the Partner Portal are solely for the purposes of authentication of a transmission. All transmissions are considered received by Beambox only when actually received by Beambox. Access to the Partner Portal may be unavailable without notice at certain times, and Beambox will not be liable for any damages or losses that may result from such unavailability.
3.3 Other Partner Benefits. Beambox may choose to make certain information it collects about your business available to companies with whom Beambox has a strategic relationship, including companies who conduct market research on behalf of Beambox or offer products or services intended to be a beneﬁt to you or your customers. The information will be provided under conﬁdentiality agreements between Beambox and such partners and may be used in connection with notifying you of products, services, or programs that Beambox believes may be of interest to you.
4.1 Conﬁdential Information. In connection with the Program, you may have access to or be exposed to (through the Partner Portal or other means) any materials, data, or information, whether in written, oral, electronic, website-based, or other forms, that is not generally known to the public (collectively, "Conﬁdential Information"). You will keep all confidential Information strictly conﬁdential until three (3) years after the termination of this Agreement, using at least the same degree of care as you use to protect your conﬁdential information, but no less than reasonable care. Notwithstanding anything to the contrary in this Agreement, your conﬁdentiality obligations with respect to Personal Information and trade secrets (including technical information about current Products and Services and all information about unreleased products and services) of Beambox or Beambox Afﬁliate shall never expire. You may share confidential Information with only your employees who have a need to know in furtherance of the business relationship between you and Beambox and who are subject to legally binding obligations of conﬁdentiality at least as restrictive as those imposed on you in this Agreement. You are fully liable for any breach of this paragraph by your personnel. These conﬁdentiality obligations do not apply to any Conﬁdential Information that (a) you can demonstrate was already in your possession before your receipt from Beambox; (b) is or becomes publicly available through no fault by you or your personnel; or (c) you rightfully received from a third party who has no duty of conﬁdentiality. If you are required by a government body or court of law to disclose any Conﬁdential Information, to the extent permitted by law, you agree to give Beambox reasonable advance notice so that Beambox may contest the disclosure or seek a protective order. You acknowledge that damages for improper disclosure of Conﬁdential Information may be irreparable and that Beambox shall be entitled to seek equitable relief, including injunction and preliminary injunction, in addition to all other remedies available at law or in equity. Notwithstanding any separate conﬁdentiality agreement you may have with Beambox, you authorize and agree that information regarding your business with Beambox and information, including Personal Information, you provide to Beambox in connection with the Program may be accessed and used by Beambox and Beambox Afﬁliates and their employees and contractors for sales and marketing purpose and for any purpose related to the Program or the relationship between you and Beambox (collectively, “Purpose”) and may be disclosed to relevant Distributors or resellers, governing body, or your customers or end-users for the Purpose or to fulwﬁll Beambox obligations to you and/or your customers or end-users.
4.2 Personal Information. If you provide to Beambox any Personal Information about your personnel, customers, or prospects, you represent that you have obtained permission for Beambox to receive the Personal Information and to use and disclose the Personal Information as authorized in this Agreement. As used in this Agreement, “Personal Information” means any information or data that alone or together with any other information relates to an identiﬁed or identiﬁable natural person, or data considered to be personal data as deﬁned under applicable laws.
5. Lead Management Tools. Beambox may provide you with lead management tools (“Lead Management Tools”) to access and manage information regarding your leads. The term “Your Customers” shall mean any contact’s ﬁrst and last name, e-mail address, and phone number that (i) were not provided by Beambox and (ii) you choose to record in the Lead Management Tools. Partner Lead Contact Data will not be used by Beambox for its direct sales or marketing efforts except with your prior approval or except if such data is obtained by Beambox independently from other sources. You understand that deal registrations in the Partner Portal can be automatically linked to leads in the Lead Management Tool. You understand and consent to the following: once a lead is linked to a registered deal or opportunity with a customer, (a) the lead information related to the customer will appear in the deal registration tool; (b) all Partner Lead Contact Data related to the customer will become visible to Partner, Distributor, and Beambox channel and sales personnel through the deal registration tool; (c) the deal registrant can view a list of contacts at Partner and Distributor and engage one or more of them as a point of contact for the deal; and (d) each Partner and Distributor contact, and all Beambox channel and sales personnel, can view the names and contact information for all of the contacts associated with the deal.
6.1 During the term of this Agreement and a period of ﬁve (5) years thereafter you will maintain legible, accurate, and complete books, records, and documents concerning this Agreement and your activities hereunder. At the end of this retention period, you will appropriately dispose of all records. Upon Beambox's request, you will cooperate with and assist Beambox with any audit, review, or investigation ("Audit") that relates to (a) this Agreement or your compliance with laws; (b) your marketing, sale, distribution, licensing, or delivery of Products and Services, whether sourced from Beambox or a third party; (c) any rebates, incentives, concessions, or other amounts paid or payable by Beambox; (d) compliance with logo brand guidelines, or (e) any amounts due to Beambox. In connection with an Audit, you will deliver all records, information, and documents reasonably requested by Beambox. Beambox has the right to conduct onsite Audits, and you will grant Beambox and its employees and representatives with reasonable access to information, records, personnel, and customers (including customer agreements to verify your compliance with this Agreement) and provide entry and access to your premises or other locations (during normal business hours) where such information and records are located. Failure to cooperate with an Audit or provide the information or records requested by Beambox is a material breach of this Agreement. Beambox will pay the costs of an Audit except where a discrepancy of ﬁve (5) percent or more is discovered in the information disclosed by you, in which case you agree to be responsible for all reasonable costs. Before accepting certain large purchase orders, Beambox may request, and you agree to provide, evidence (excluding confidential terms and pricing) that a final binding purchase order has been placed by the end-user customer for the Beambox products and/or services being ordered (please note required evidence will be subject to Beambox approval and will not include letters of intent, purchases conditional on a future event, internal distributor documentation, or awards of public tender offers).
6.2 Beambox may deny any claim that it believes, in its sole discretion, does not conform to this Agreement, the Program. Beambox may, without prior notice, immediately suspend or terminate any quote, purchase order, registration or your participation in the Program if you provide to Beambox or customers any inaccurate, incomplete, or fraudulent claims or information or if you engage in activities that may cause damage, embarrassment or adverse publicity to Beambox, or any of its ofﬁcers, directors or employees. Beambox records and systems shall be authoritative and conclusive for purposes of determining your eligibility and Program and subprogram beneﬁts and for performing any computation under the Program or subprograms. Beambox reserves the right to interpret the rules of the Program and subprograms in its sole discretion. All decisions made by Beambox are ﬁnal.
7. Beambox Partner Code of Conduct (Business Conduct). At all times you will conduct business in a manner which reflects favorably on the Products, Services, and goodwill and reputation of Beambox. In your purchases, marketing and sales of Products and Services, you will use best efforts to conduct your business in an ethical manner and to avoid any business practices that may be perceived as deceptive, misleading or otherwise improper. You will not make any false or misleading statement in your marketing or sales materials. In connection with activities related to this Agreement, the Program, or your purchasing, marketing, sale or distribution of Products and Services, you will comply with your obligations under the Beambox Partner Code of Conduct, which is currently located here and comply with these terms.
7.1 Anti-Corruption Laws. “Anti-Corruption Laws” means the anti-corruption or anti-bribery laws in effect in jurisdictions where you act or purchase, market, sell, distribute, or deliver Products or Services, and Anti-Corruption Laws specifically include the Foreign Corrupt Practices Act of the United States and Canada’s Corruption of Foreign Public Officials Act of 1999. The Anti-Corruption Laws apply to your purchase, marketing, sale, and distribution of Products and Services. You agree to comply with the Anti-Corruption Laws. You will not, in connection with this Agreement or Ordering Agreement (defined in applicable Partner Specific Terms below), take or allow any third party to take, any action or engage in any practice that would violate the Anti-Corruption Laws. You represent and warrant that neither you nor any of your directors, ofﬁcers or employees, who have decision-making authority with respect to this Agreement or Ordering Agreement, are government official or have been convicted of any offense involving bribery, corruption, fraud or dishonesty, or to the best of your knowledge, have been or are the subject of any investigation, inquiry or enforcement proceeding by any governmental, administrative or regulatory body regarding any offense or alleged offense under the Anti-Corruption Laws. You will (a) maintain, throughout the duration of dealings between you and Beambox, your own anti-corruption policies and procedures, including adequate procedures designed to ensure that you and any third party you engage in connection with Products, Services, this Agreement or Program comply with the Anti-Corruption Laws; (b) provide a copy of such policies and procedures to Beambox on request; and (c) monitor and enforce such policies and procedures as appropriate. Beambox may, without any liability to you, immediately terminate this Agreement or Ordering Agreement or suspend its performance hereunder (including withholding incentive payments) if (1) Beambox has reason to believe that you have breached this paragraph or the Beambox Partner Code of Conduct, or that a breach may occur, or (2) you refuse to provide information requested by Beambox to confirm your compliance with this paragraph. Any incentive which Beambox has paid to you will be automatically terminated and cancelled, and you will promptly refund such incentive to Beambox, if you violate the Anti-Corruption Laws with regard to any transaction for which the incentive was paid.
7.2 Customs, Export Controls, and Sanctions Compliance
A. Beambox acceptance of any order for any Products or Services is contingent upon your compliance with the provisions of this clause. If you sell Products and Services to end-users, you shall require your end-users to agree to terms no less restrictive than those contained in this Subsection 7.3.
B. You agree to abide by, and to assume sole responsibility for obtaining, and complying with the requirements of, all required export, re-export, in-country transfer, and import licenses, registrations, and other government authorizations relating to the Products and Services provided under an Ordering Agreement or this Agreement.
C. You agree that, in connection with the Products and Services supplied to you by Beambox and any goods or services that you provide to Beambox, you will not contract with or otherwise do business with any individual, company, organization or other entity, or with, in or involving any country or territory (including without limitation, North Korea, Cuba, Iran, Syria, and Crimea), that is the subject or target of any U.S. or other government sanctions or trade embargoes or otherwise identified on a list of prohibited, sanctioned, debarred, or denied parties, including but not limited to those imposed, administered or enforced from time to time by the U.S. government through the Office of Foreign Assets Control (“OFAC”) of the U.S. Department of the Treasury, the Bureau of Industry and Security (“BIS”) of the U.S. Department of Commerce, or the U.S. Department of State, the European Union, or Her Majesty’s Treasury of the United Kingdom (collectively, “Sanctions”), without having first obtained any required license or other government authorization or in any manner which would result in a violation of Sanctions by you or Beambox.
D. Neither you nor or any of your subsidiaries nor any of your or your subsidiaries' directors, administrators, officers, board of directors (supervisory and management), members or employees is the subject or target of any Sanctions.
E. You have adequate controls and systems in place to screen, and are fully responsible for screening, transactions of all customers and other third parties who may assist, benefit from, or provide goods or services to, or receive goods or services from, you and to ensure compliance with applicable laws pertaining to Sanctions.
F. You have appropriate procedures in place to comply with (and to ensure timely reporting under) the requirements of the anti-boycott laws and regulations of the United States and other jurisdictions in which Beambox does business.
G. You have adequate policies and procedures in place to ensure that, and will ensure that, the Products and Services provided in connection with this Agreement or an Ordering Agreement will not be exported, re-exported, sold, leased or otherwise transferred to, or utilized by, an end-user engaged in any of the following activities: (i) activities related to weapons of mass destruction, including any activities related to the design, development, production or use of: (A) nuclear weapons, materials or facilities; (B) missiles or the support of missile projects; or (C) chemical or biological weapons; (ii) terrorist activities (iii) military end uses in or connected with certain government owned or controlled corporations of such countries as identified by U.S. and other applicable government licensing authorities; (iv) exploration or production of oil and gas in Arctic, deep water (greater than 500 feet), or shale formations in Russia or in, by, or with Russian companies, territories, or any other entities as identified by BIS and/or OFAC.
H. Unless prohibited by law or compulsory governmental process, you agree to provide notice to Beambox in a commercially reasonable manner of any government action or communication that you receive or become aware of concerning Sanctions or trade compliance relating to the Products and/or Services provided by or to you and to or by Beambox.
I. Any goods, software, technology, or source or object code provided by you and installed on, exported with, or used as part of the Products or Services are authorized for export, re-export, or transfer pursuant to an export license obtained by you or is otherwise covered by a license exception.
J. You are responsible for accurately reporting and providing all applicable export license, product classification information, end-user and end use statements, and destination control statements required by applicable customs, export controls, and sanctions laws.
K. Nothing in this Subsection 7.3 is to be construed as authorization by Beambox for you to market or resell Products and Services in violation of the provisions of this Agreement.
L. To the extent this clause applies, you are not authorized to import to or export out of the Territory under Ex Works terms unless you have received written approval from Beambox (at a Sales Vice President level or higher) and you have signed an Ex Works addendum with Beambox and comply with such addendum.
8. Logos and Trademarks
8.1 You agree that trademarks, service marks, trade or company names, product and service identiﬁcations, internet domains/internet addresses, logos, artwork and other symbols and devices associated with BEAMBOX LLC., Beambox Afﬁliates, or the Products or Services (the “Beambox Marks”) are and shall remain BEAMBOX LLC.’s property. You may not register or use any domain name, business name, email address, social media handle, or other designation of identity or origin containing or confusingly similar to any Beambox Marks without Beambox’s prior written permission, and you shall assign any such designations to BEAMBOX LLC. at your expense upon BEAMBOX LLC.’s demand. You will not incorporate Beambox Marks into your product names, service names, or any other similar designations. You will not use the Beambox Marks in search engine advertising, either as a keyword or in advertisements appearing on search engines without Beambox’s prior written permission. You acknowledge that images and artwork provided to you by Beambox, of the Products or Services, are copyrighted or licensed by BEAMBOX LLC. or a Beambox Affiliate, and you will not alter these images or artwork or use them outside of the context in which they were provided to you.
9. WARRANTY DISCLAIMER. BEAMBOX LLC MAKES NO WARRANTIES AND SPECIFICALLY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE PROGRAM (INCLUDING ALL INFORMATION, TOOLS, AND OTHER MATERIALS RELATED TO OR PROVIDED UNDER THE PROGRAM), EITHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AND ANY WARRANTY ARISING BY STATUTE, OPERATION OF LAW, COURSE OF DEALING OR PERFORMANCE, OR USAGE OF TRADE. YOU UNDERSTAND THAT THE PROGRAM DOES NOT GUARANTEE THAT YOU WILL MAKE ANY SALES OR PROFITS. ALL BEAMBOX LLC INFORMATION IS PROVIDED “AS IS”.
10. Indemnification. To the fullest extent permitted by law, you shall indemnify, defend, and hold harmless Beambox, Beambox Afﬁliates, and their respective successors and assigns from any claim, demand, cause of action, debt, or liability (including reasonable attorney and legal fees, expenses, and court costs) arising from your violation of applicable laws, Compliance Terms, Section 4 (“Information”) or the Beambox Partner Code of Conduct.
11. Limitation of Liability. YOU ACKNOWLEDGE THAT YOUR PARTICIPATION IN THE PROGRAM IS STRICTLY VOLUNTARY AND THAT YOUR PARTICIPATION HAS NOT BEEN REQUIRED BY BEAMBOX LLC AS A CONDITION OF PURCHASING PRODUCTS OR SERVICES FROM BEAMBOX LLC.
11.1 BEAMBOX LLC SHALL HAVE NO LIABILITY FOR ANY CONSEQUENTIAL, SPECIAL, PUNITIVE, RELIANCE, EXEMPLARY, INCIDENTAL, OR INDIRECT LOSS OR DAMAGES, FOR ANY LOSS OF BUSINESS, INCOME, OR PROFITS, OR FOR LOST OR CORRUPTED DATA OR SOFTWARE.
11.2 IN NO EVENT SHALL BEAMBOX LLC AGGREGATE LIABILITY FOR ALL CLAIMS ARISING FROM, OUT OF, OR RELATING TO THE PROGRAM OR THIS AGREEMENT OR TERMINATION.
11.3 THESE LIMITATIONS OF LIABILITY SHALL APPLY TO ALL CLAIMS FOR DAMAGES, WHETHER BASED IN TORT, CONTRACT, OR OTHER THEORIES, AND WHETHER BEAMBOX LLC KNEW OR SHOULD HAVE KNOWN THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT, THE REMEDIES SET FORTH HEREIN SHALL APPLY EVEN IF SUCH REMEDIES FAIL THEIR ESSENTIAL PURPOSE.
12.1 Termination. You may withdraw from the Program at any time by notifying Beambox in writing. Beambox may suspend or terminate your participation in the Program, in whole or in part, without prior written notice: (a) for any breach of this Agreement or any other agreement related to your participation in the Program, or (b) for any attempt to impair the integrity of the Program as determined by Beambox. In addition, Beambox, in its sole discretion, may terminate the Agreement or Program in whole or in part, for all participants, or for you alone, without cause, upon ten (10) days’ notice to the Partner Account Administrator or other contact provided by you in connection with your participation in the Program.
12.2 Effect of Termination. Upon termination of the Agreement, the license and rights granted to you in this Agreement shall terminate completely and you shall cease to use Information and Partner Portal, and shall promptly return to Beambox all tangible copies of the Information in your or your personnel’s possession at your own cost. Nothing in this Section 12 (Termination) shall limit Beambox’ rights to pursue other legal remedies, including immediate court or judicial relief. All provisions that by their nature are intended to survive the termination shall survive.
12.3 Termination of Partner Portal Access. Beambox has the right to terminate or discontinue your or any of your personnel’s access to the Information or Partner Portal, at its convenience.
13.1 Assignment. You may not assign or novate this Agreement or any of your rights under the Program or Agreement, nor delegate any of your obligations, to any third party, voluntarily or involuntarily, whether by merger, consolidation, dissolution, operation of law or any other manner, without the express written consent of Beambox. Beambox may void any purported assignment, novation or delegation that violates the preceding sentence. To the extent Beambox consents to an assignment, novation or delegation, this Agreement (including rights and obligations) inures to the beneﬁt of and is binding upon your successors in interest by way of merger, acquisition, or otherwise, and your permitted assigns.
13.2 Independent Contractors. You and Beambox are independent contractors and shall have no authority to bind the other. Neither this Agreement nor your participation in the Program shall be deemed to create a partnership, agency, joint venture, franchise, or other similar arrangement. Neither party will make any representations or warranties on the other party’s behalf. Neither party is or will claim to be a legal representative, franchisee, employee, agent, or representative of the other party.
13.3 Dispute Resolution. As a condition precedent to filing any lawsuit, You and Beambox will attempt to resolve any claim, controversy or dispute arising from, out of, or relating to the Program or this Agreement (“Dispute”) against Beambox or Beambox Affiliate through negotiation with persons fully authorized to resolve the Dispute, or through mediation utilizing a mutually agreeable mediator, rather than through litigation. The existence or results of any negotiation or mediation will be treated as confidential. Although the merits of the underlying Dispute will be resolved in accordance with this Section13 (Miscellaneous), any party has the right to obtain from a court of competent jurisdiction a temporary restraining order, preliminary injunction, or other equitable relief to preserve the status quo, prevent irreparable harm, avoid the expiration of any applicable limitation periods, or preserve a superior position with respect to other creditors.
13.4 Force Majeure. Beambox will not be liable for any delay or failure to perform its obligations during any period if performance is delayed or rendered impracticable or impossible due to circumstances beyond its reasonable control.
13.5 Modiﬁcations. Beambox reserves the right to modify the Program, including, the eligibility requirements, Program beneﬁts (including any discounts, incentives, and pricing), and this Agreement (including all documents, terms and conditions referenced herein), at any time without prior notice. Your continued participation in the Program will constitute your binding acceptance of the changes and your consideration supporting the modiﬁcations.
13.6 Severability. If any part of this Agreement is declared or found to be illegal, invalid or unenforceable, then that part will be stricken or modified to the extent necessary to make it legal, valid, and enforceable while preserving the parties’ original intent to the maximum extent possible. The remaining parts of this Agreement will remain in full force and will not be affected.
13.7 Waiver. Failure by Beambox to enforce any provision of this Agreement will not constitute a waiver of any future enforcement of that or any other provision of this Agreement. No waiver will be effective against Beambox unless in writing and signed by an authorized representative of Beambox.
13.8 References. You shall not directly or indirectly issue or release any written publicity, marketing collateral, press release or other public announcement, relating in any way to this Agreement or your participation in the Program, or your relationship with Beambox, without the prior written approval of Beambox.
13.9 Commissions. All earned commissions and payouts associated with the Beambox Partner Program must be claimed within 30 days from the date they become available. Failure to initiate the process of claiming these commissions and payouts within this stipulated period will result in the forfeiture of the individual's entitlement to these funds. Exceptions to this policy can be evaluated on a per account basis. If you believe that your situation warrants special consideration, we encourage you to reach out to our dedicated support team to review.
(Rev April 25th, 2023)