Partner Program Agreement
Your participation in the program begins as soon as we activate your account on our partner portal (the "Portal") you agree to these terms. Currently, we host the Portal at https://partners.ruckuswireless.com. We will send your account credentials to you via email.
By "you," “your” or similar references we 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 these terms. By "we," "us,"
“our” or "Ruckus," we mean Ruckus Wireless, Inc., together with its affiliates.
The Program Guide
The program brochure on the Portal (the “Program Guide”) describes the various levels of the
program. Read it carefully, as it describes the rewards corresponding performance criteria at each
participation level of the program. Resellers join the program at the basic level. You may advance
to higher levels by achieving and maintaining the criteria for the higher level.
We may change the Program Guide, related program requirements (including but not limited to
levels, performance criteria and benefits. We will notify you when we make any changes. If you
do not agree to any change we make, you may terminate your participation in the program by
giving us written notice within 30 days from when we notified you of the change. Otherwise,
your continued participation in the program means you consent to the changes.
Ruckus Products and Services
The program applies only to the marketing, sale and support by you of Ruckus products and
services purchased by you from our authorized distributors (collectively "Products") and resold
by you directly to end-customers. End-customers are purchasers of Products for their own use
and not for resale. We will provide you with a list of authorized distributors for you at your
In addition to any benefits described in the Program Guide for your level, during your
participation in the program, you agree to abide by the following:
Access to the Portal. You may use the materials and the information you access through the
Portal only in furtherance of the sale, marketing or support of Products. You may provide such
materials or information to current or prospective end-customers only when explicitly permitted
on the Portal or with our specific written permission (which may be by email). You may not use
any such material or information for any purposes competitive with our business.
Right to Use Our Logos and Other Trademarks. We grant you a non-exclusive, nontransferable,
non-sublicensable, revocable, limited license to use the name, logo, trademarks,
service marks, trade names, product names and other marks of Ruckus ("Marks") solely to market
and promote the sale of Products in compliance with our advertising policy. The form and
manner in which you use the Marks must comply with our brand usage requirements. Both of
these documents are available on the Portal. As with other elements of the program, we may
change these documents from time to time. Notice of such changes will be posted on the Portal.
Any use of the Marks by you must identify our ownership of the Marks. You may not use the
Marks in a manner that might lead someone to believe that you are one of the Ruckus group of
companies. For example, you may not use the Marks in any website or URL address. All use of
the Marks by you and all related goodwill will accrue solely to the benefit of Ruckus. We reserve
all rights in the Marks not specifically granted to you.
You must not (a) challenge the validity of the Marks or Ruckus’ ownership of them; (b) attempt
to register any Mark, or any word, combination of words, logo or other design similar to a Mark;
(c) use any Marks in combination with any products or services other than Products; (d) remove
or change any Mark on any Product, Product packaging or any other materials we provide to
you; (e) use any Mark with respect to any alterations of Product not performed by us; or (f)
incorporate any Marks into your trademarks, service marks, product names, company names,
domain names, or any other similar designations.
If you would like to use any Marks in a form other than as provided to you on the Portal and in
accordance with this agreement, you must submit a sample for approval by us no less than five
business (5) days prior to making the material available. You may contact us for approval in the
manner indicated on the Portal.
Ongoing Compliance. You must continuously meet the requirements defined in the Program
Guide for your level and these program terms throughout your participation in the program.
You must tell us promptly when you know or suspect that you cease to meet the requirements
of your level or have not complied with this agreement.
Requirements for Reselling. You must exert reasonable efforts to market and sell Products,
including any applicable support services for any sale of hardware or software Products. We may
ask you to provide reasonable evidence of these efforts. You will only procure Products for resale
from authorized distributors and sell those Products to end-customers in the region specified by
the authorized distributor. You will 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. You will market and promote your sale of
Products in accordance with our advertising policy, which will be made available on the Portal.
You will 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 (EULA). To the
extent you sell Products to U.S. Government end users, the Government shall only be bound by
the obligations under any applicable EULA to the extent that the provisions of the EULA are
consistent with federal procurement laws and regulations. You will not make, nor appear to
make, any representations or warranties on our behalf.
Support. An end-customer may receive the benefit of support services only to the extent that
such services have been purchased for that specific end-customer. For example, you may not
distribute any fixes, updates, or other enhancements to Product software unless the applicable
end-customer and Product is under an active support services Product offering. For endcustomers
that have purchased a support services Product offering whereby you are required to
provide support services (we generally refer to this as “reseller support”), you must adequately
provide such support services to those end-customers, including prompt and responsive first
and second level support, as defined in the applicable support services Product offering
Confidential Information. You must not disclose to any third party any information furnished
by us that is 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. Any other use or disclosure requires our
prior written consent (which may be by email). The terms of any non-disclosure agreement
between you and us, regardless of whether entered into prior or subsequently to your account
activation, are not effected by your participation in the program and both parties shall comply
with the confidentiality terms of such separate non-disclosure agreement (if any).
Privacy. We will make reasonable efforts to take appropriate preventive measures to ensure that
your information is adequately protected and if it is transferred to the United States, is done so
in accordance with applicable data privacy laws. Reference our website at
our current General Data Protection Regulation (GDPR) statement and check our website, from
Term and Termination
Participation in the program is for a twelve-month period beginning on the date we notify you
of your account activation. If enrolled at the end of any term, your participation will renew
automatically for an additional twelve-month period. Either you or we can terminate your
participation without cause or liability at any time upon 30 days advance written notice to the
other. Any obligation that has accrued prior to termination, such as confidentiality obligations,
shall continue following termination. At our election, we may suspend your participation in the
program immediately upon notice of any breach by you until such breach is corrected or
terminate your participation in the program upon 5 days written notice if we believe such breach
to be un-curable or a repeat instance of a previous violation. 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 understand that certain Products may be subject to export control laws or regulation. You
hereby agree that you shall comply with all applicable laws and regulations of the United States,
the UK, the European Union and of the Territory, relating to the export, export licenses or the
control or regulation of exportation or re-exportation of Products or technical data sold,
transferred, distributed or supplied to you. In addition, you agree that, without obtaining the
necessary license or approval from the United States government, the European Union and/or
any other applicable countries, or check the recipient against all officially posted restricted party
lists, you shall not knowingly: (i) export, directly or indirectly, any technical data or software
acquired from Ruckus, or any direct product of that technical data, to any country for which the
United States government, UK Government, European Union and/or any other applicable
countries or any agency thereof at the time of export requires an export license or other
governmental approval: or (ii) disclose any technical data or software acquired from Ruckus to
any national of any country for which the United States government, European Union and/or any
other applicable countries or any agency thereof requires an export license or other
You must comply with all applicable import and customs laws, regulations and administrative
determinations of the importing country. You must comply with the security criteria of any
supply chain security government program of the importing country. For products to be
delivered to and/or services to support delivery to the U.S., you must comply with the security
criteria of the U.S. Customs and Border Protection's Customs-Trade Partnership against
Terrorism (C-TPAT) Program. For products to be delivered to and/or services to support delivery
to the European Union (EU), you must comply with the security criteria of the EU's Authorized
Economic Operator (AEO) Program.
Governing Language and Law
Our resellers are all over the globe, but in order to administer this program we need a common
set of rules. Therefore, although we may provide translations in other languages, the English
language version controls and the agreement shall be governed by the laws of the State of
California without regard to its conflict of law principles. You must bring any action or proceeding
arising out of or relating to this agreement in the U.S. federal courts for the Northern District of
California or in California state court in Santa Clara County, California. You irrevocably submit to
the jurisdiction of and venue in any such court for any action we bring, although you agree that
any judgment from any such court may be enforced in your local jurisdiction. The United Nations
Convention on Contracts for the International Sale of Goods shall not apply to this agreement.
Both parties are independent contractors. In no event shall you be deemed an agent or
representative of Ruckus and you shall not hold yourself out as such. You have no authority to
make any commitment or agreement on our behalf. If we reasonably believe that any
representation made by you, or any business practice of yours, is misleading or deceptive, you
will promptly address it following notice from us. Each party will be solely responsible for its own
costs and expenses related to the program.
You may not assign or transfer, by operation of law or otherwise, this agreement to any third
party, and any attempt to do so shall be void and of no effect. This agreement and the other
terms referenced in this agreement, as well as any non-disclosure agreement between you and
us, represent the entire agreement between you and us regarding the program and supersede
all previous oral or written communications between you and us regarding this subject matter.
This agreement may not be modified except in a writing signed by an authorized representative
of each party.
Limitation of Liability
YOU UNDERSTAND AND EXPRESSLY AGREE THAT YOU ARE NOT PURCHASING PRODUCTS
FROM US UNDER THIS AGREEMENT. THEREFORE, WE ARE NOT LIABLE TO YOU FOR CLAIMS
ARISING OUT OF OR RELATED TO THIS AGREEMENT REGARDING PRODUCTS, INCLUDING FOR
WARRANTY, PRODUCT LIABILITY OR INTELLECTUAL PROPERTY INFRINGEMENT RELATED TO
YOUR MARKETING, SALE OR USE OF PRODUCTS. UNDER NO CIRCUMSTANCES WILL EITHER
PARTY BE LIABLE TO THE OTHER PARTY ARISING OUT OF THIS AGREEMENT FOR ANY REPROCUREMENT
COSTS, LOST REVENUE OR PROFITS OR FOR ANY OTHER SPECIAL, INCIDENTAL
OR CONSEQUENTIAL DAMAGES, EVEN IF THE PARTIES HAVE BEEN INFORMED OF THE
POTENTIAL OF SUCH LOSS OR DAMAGE. THE TERMS OF THIS PARAGRAPH DO NOT APPLY TO
YOUR OBLIGATIONS REGARDING THE MARKS, CONFIDENTIALITY AND COMPLIANCE WITH