Terms of Service

Partners

 

 

Partner Program

The parties agree that the terms and conditions set out under https://biarrinetworks.com/-biarri-terms-services-v2.0-0?hsLang=en (the “Master Terms”) shall be incorporated into and form an integral part of the Agreement. The term Client in the "Master Terms" means Partner for the purposes of the Agreement.

Definitions

End User(s) means third parties who acquire the right to use the Software.

End User License Agreement or License Agreement means a written agreement with an End User that sets forth terms and conditions for the End User’s internal use of the Software.

Deal Scoping means a deal that Biarri Networks sales team has recognized the lead as a Sales Qualified Lead. This means the sales team is aware of the customer's stated objectives for the project and those projects align with the scope of deliverables of the Biarri Networks project team. Budgetary pricing, terms and conditions, and estimated project scope and timeline are all required to be initially reviewed or accepted to progress past the Deal Scoping stage.

Lead Form means an opportunity registration form that is published by Biarri from time to time and available to Partner on Biarri partner portal or on request.

Marketing Co-Funding means funds allocated by Biarri or jointly by both parties that may be used solely to offset future joint marketing initiatives or training services that Partner would otherwise owe to Biarri.

Marks means trademarks, service marks, trade names, logos and other similar proprietary rights, whether registered or unregistered, and all applications and registrations therefore.

Qualified Lead means a sales opportunity that satisfies all of the following: 

  • Information regarding the lead is submitted by Partner to Biarri via the applicable Lead Form; 
  • the lead progresses through Biarri’s sales cycle beyond Deal Scoping; and 
  • the lead is given solely and exclusively to Biarri (and specifically not to any other competitor or similar software vendor).

Website means ____________ which links to the applicable partner program and requirements. 

Partner Program

  1. Biarri appoints Partner, and Partner accepts a non-exclusive appointment, as a Biarri Partner in the tier(s) and type(s) for the level described at the Website and set forth in an Order Form or partner registration form, with all of the rights granted to a Partner under the Agreement.
  2. Partner hereby agrees that it shall abide by the terms of the applicable program requirements in effect and as published on the Website for the term of the Agreement. Partner agrees to achieve and maintain compliance with the minimum standards set forth on the Website and agrees to participate in periodic reviews by Biarri to ensure compliance. In the event the Agreement is renewed for a subsequent term, the then current program requirements in effect on the Website shall apply. 
  3. Scope
    1. Partner shall not (directly or indirectly, in whole or in part), nor contractually permit any End User to: 
      1. use production versions of third party products embedded in Software, if any, for any use other than the intended use of the Software; 
      2. transfer or assign possession or allow use of any copy of Software to another party other than as specifically permitted under the Agreement; 
      3. use or access any embedded or bundled component of Software on a stand-alone basis where such embedded or bundled component is provided to Partner for the sole purpose of enabling the functionality of such Software; 
      4. modify, translate, reverse engineer, decrypt, decompile, disassemble, create derivative works based on, or otherwise attempt to discover the Software source code or underlying ideas, techniques or algorithms, including the review of data structures or similar materials produced by the Software. Partner may engage in such conduct as is necessary to ensure the interoperability of the Software as required by law, provided that prior to commencing any decompilation or reverse engineering of any Software, Partner agrees it shall observe strict obligations of confidentiality and provide Biarri reasonable advance written notice and the opportunity to assist with and/or conduct such activity on Partner’s behalf and at Partner’s expense. If proprietary source code is included as part of the standard delivery of the Software and is not subject to open source license terms, use of such source code shall be governed by the terms of the Agreement.
  4. Usage of Marks
    1. Biarri Marks: Biarri may grant to Partner a non-transferable, non-exclusive, worldwide, limited annual term license to use and display Biarri’s Marks, solely for purposes related to the performance of this Agreement. Partner may use authorized copies of the Biarri logo during the term of this Agreement. Partner shall at all times use the Biarri Marks in accordance with Biarri’s Trademark Usage Guidelines, to be provided upon request. Partner shall not modify, stylize, translate or combine any Biarri Mark with other trademarks, service marks, domain names, logos or source indicators without the prior written approval of a duly authorized officer of Biarri, which may be withheld in its sole discretion. 
    2. Partner Marks: Biarri may, in its discretion, refer to Partner in advertising and promotional materials in connection with the sales and promotion of Biarri products and services. Permitted uses of the name or logo of Partner and/or the name or logo of Partner’s products include: (i) lists of Biarri Partners, (ii) general marketing materials listing all Biarri partners, (iii) framing and displaying at Biarri offices, (iv) reproducing in a professionally prepared graphic for display at sales and promotional events, and (v) display as a link to Partner's website on Biarri's public website. Partner hereby consents to Biarri's display of Partner’s logo on Biarri's website portals and/or Biarri internal presentations, and as otherwise set forth in this section. Partner shall provide Biarri with digital files and artwork of Partners logo for purposes set forth in this section. 
    3. Each party agrees that in no event shall a Mark be used in any disparaging, unlawful, or derogatory material or in a manner that may diminish or otherwise damage the goodwill or jeopardize or render less valuable a party’s Marks or any associated goodwill. Nothing contained in the Agreement shall be deemed to grant either party any right of ownership, goodwill, title or interest in the other party’s Marks.
  5. Lead Programs
    1. Following Biarri’s receipt of a Lead Form, Biarri will accept or reject the Qualified Lead within a reasonable timeframe. 
  6. Partner Warranties and Indemnity
    1. Partner represents and warrants that it shall (i) employ reasonable professional standards in performance of its right and obligations under the Agreement and the Order Form or Partner Registration Form, and (ii) avoid deceptive, misleading or unethical practices that may be detrimental to Biarri or the Software. PARTNER FOR ITSELF AND ON BEHALF OF ITS EMPLOYEES AND AGENTS REPRESENTS AND WARRANTS THAT IT SHALL COMPLY WITH THE U.S. FOREIGN CORRUPT PRACTICES ACT OF 1977 (AS AMENDED) AND ANY SIMILAR LAWS IN THE COUNTRIES WHERE PARTNER IS PERFORMING UNDER AN ORDER FORM OR PARTNER REGISTRATION FORM, AND ALL APPLICABLE LOCAL ANTI-BRIBERY LAWS AND SHALL NOT PARTICIPATE IN, OR PROVIDE INFORMATION THAT COULD BE CONSTRUED TO FURTHER, ANY ECONOMIC OR OTHER TYPE OF BOYCOTT NOT SANCTIONED BY THE UNITED STATES GOVERNMENT AND APPLICABLE LOCAL LAWS.
    2. Partner represents and warrants it has the corporate power and authority to enter into the Agreement.
    3. Partner shall defend and indemnify Biarri against all cost and damages (including reasonable attorney’s fees) with respect to any suit, matter, claim, allegation or proceeding relating to: 
      1. any action brought against Biarri by End Users of Partner or other persons relating in any way to Partner's activity hereunder, or
      2. the Software which has been altered, modified or otherwise changed by Partner, or
      3. any representations or warranties made by Partner to a third-party regarding the Software, other than as provided in the Documentation or approved by Biarri in advance in writing.
  7. Term and Termination
    1. The Agreement starts on the Effective Date as set forth in the initial Order Form or partner registration form and remains in effect for a period of one (1) year, unless such license or the Agreement is terminated as provided in the Agreement. Subject to Biarri’s review of Partner’s participation in the partner program in the preceding year Biarri may decide to renew the Agreement for additional one (1) year periods, including changing the partnership category for the subsequent Term (such determination(s) shall be at Biarri’s sole discretion).
    2. Upon termination of the Agreement or a license granted under the Agreement, Partner shall (i) cease using the applicable Software, Biarri Mark and related Confidential Information of Biarri, and (ii) return or deliver to Biarri a written certification signed by a corporate officer of Partner within thirty (30) days after termination that Partner has destroyed, the Software, Documentation, related Confidential Information of Biarri, and all copies thereof, whether or not modified or merged into other materials.
    3. Termination of the Agreement does not (i) terminate an End User license grant or (ii) relieve the parties from their prior and continuing obligations under an Order Form or Partner Registration Form or the Agreement. 
  8. General
    1. Partner shall not make any representations or warranties regarding the Software other than as provided in the Documentation.
    2. Partner shall appoint an employee who will be a single contact and shall be responsible for managing the relationship contemplated herein. This contact shall coordinate communication with Biarri and promote the success of Partner in the marketplace.
    3. Partner shall have no authority, express or implied, to assume or create any obligation on behalf of Biarri and shall have no authority to represent Biarri in any other capacity than as expressly herein provided. The Agreement shall not be interpreted to create an agency or consignment relationship, and neither party is a partner, employee, agent or joint venture partner of, or with, the other. The rights and obligations of Partner under the Agreement are personal to Partner. Unless specifically agreed to in writing by Biarri, Partner shall not be entitled to use any agents or third parties for any obligations hereunder.