Partner Program Agreement
Your participation in the program, and agreement to these program terms, begins as soon as we activate
your account on our partner portal (the "Portal"). 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 our advertising
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 request.
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,
non-transferable, 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 end-customers 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
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).
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
http://www.arris.com/globalassets/resources/other/ruckus-networks-gdpr-details-2018.pdf for our current
General Data Protection Regulation (GDPR) statement and check our website, from time to time, to remain updated
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 governmental approval.
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 RE-PROCUREMENT 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, INDEMNITY AND
COMPLIANCE WITH LAWS.
You shall indemnify and hold harmless Ruckus, its officers, directors, employees, successors and assigns,
at your sole expense, from and against losses, damages, claims, demands, suits, and liabilities including
court costs and reasonable attorneys’ fees that arise out of or result from: (i) injuries or death to persons
or damage to property caused by your acts or omissions, or those of persons furnished by you, or in any way
arising out of your performance or failure of performance of your obligations under this agreement;
(ii) any improper or unauthorized use of the Mark(s) by you; (iii) any breach, failure to perform, or other
violation by you of any provision of this agreement or any negligent or willful act or omission by you;
(iv) assertions made by persons furnished by you under Workers’ Compensation or similar acts;
(v) your export or re-export activities in relation to any Product(s), technical information, and/or intellectual
property provided under this agreement; or (vi) claims from your customer(s) for warranty service, breach of
warranty, and representations made by you that are inconsistent with the applicable warranty issued by Ruckus
or that purport to grant any warranty or other rights greater than such Ruckus warranty; or (vii) otherwise
arising out of your transactions or other dealings with customer(s). At our request, you agree to defend us
against any such claims, demands, or suits at your expense, but we in such event shall have the right to be
represented in such action at our expense with advisory counsel of our choice. We agree to notify you in writing
within a reasonable time of any written claims or demands against us for which you are responsible under this
section and agree to cooperate, at your expense, with you in connection with the defense of such action.