CHANNEL PARTNER PROGRAM PARTICIPATION TERMS

1. DEFINITIONS 

Channel Partner or Partner: A legal entity who is authorized by TeamViewer or its Distributor to distributor/resell TeamViewer products and registered with TeamViewer to join this Program.

Channel Partner Agreement: A contract on the non-exclusive channel partner relationship with TeamViewer, e. g. Distribution Agreement, Reseller Agreement, System Integrator Agreement.

Customer: A legal entity or an entrepreneur who acquires the TeamViewer products for its own use (end customer).

Distributor: A Partner that has entered into a Channel Partner Agreement for Distributor with TeamViewer. Distributor is authorized by TeamViewer to promote and distribute TeamViewer products within a defined Territory, for which it may appoint sub-dealers as its own Resellers (Tier 2 Reseller) to assist its distribution activities.

Guide: The Partner Program Guide containing details of Program, e. g. requirements and benefits, in its then current version as revised by TeamViewer from time to time, posted on the Portal or communicated to Partner by email.

Portal: The digital Partner Portal provided by TeamViewer, housing the information and tools for Partners. 

Program: TeamUp Partner Program, or any other global or regional channel partner program(s) of TeamViewer, including all (sub-)programs that might be offered by TeamViewer to the Channel Partners from time to time.

Reseller: A Partner that purchases TeamViewer products either from TeamViewer or Distributor and resells such to the end customers, whereby a Tier 1 Reseller is a Partner that has an existing Channel Partner Agreement for Reseller with TeamViewer (provided in exceptional cases) and purchases TeamViewer products for resale directly from TeamViewer; and a Tier 2 Reseller is a Partner that has been authorized by Distributor to assist with sales of TeamViewer products and purchases TeamViewer products for resale from an authorized Distributor of TeamViewer.

System Integrator: A Partner that has entered into a Channel Partner Agreement for System Integrator with TeamViewer to resell TeamViewer products with its own value-added partner services to the end customers.

2. SUBJECT MATTER

2.1 Governing Terms for Partner Program. These Terms shall serve as the framework conditions that govern your participation in TeamUp Partner Program, or any other global or regional channel partner program(s) of TeamViewer, including all (sub-) programs that might be offered by TeamViewer from time to time, (jointly as “Program”), and regulate your use of the digital Partner Portal ("Portal") as well as other tools or services provided by TeamViewer in connection with the Program. 

Details of the Program, in particular regarding the Partner requirements and benefits, are provided in the Partner program guide(s) (“Guide”). The Guide will be posted on the Portal or communicated to you by email, along with the terms on, and subject to update by TeamViewer from time to time.

2.2 Relation to Channel Partner Agreement. If you have an existing Channel Partner Agreement with TeamViewer, these Terms shall apply in addition thereto and, in case of contradiction: With respect to the participation in the Program, these Terms shall prevail; apart from that, the terms of the Channel Partner Agreement shall remain unaffected and apply accordingly to the Parties in addition to these Terms.

2.3 Independent Contractors. You and TeamViewer are independent contractors and shall have no authority to bind the other. Neither these Terms nor your participation in the Program shall be deemed to create a partnership, agency, joint venture, franchise, or other similar arrangement, and the employees, agents, or representatives of one party shall not be deemed to be employees, agents, or representatives of the other party.

3. PROGRAM PARTICIPATION

3.1 Eligibility. Scope of the persons eligible for participation in the Program includes the Distributors, Tier 1 and Tier 2 Resellers, as well as System Integrators, and does not include any sub-dealers, agents or subcontractors that are engaged by a Reseller to assist the resale and/or that purchases from a Reseller.

3.2 Participation Form; Acceptance. Once we receive the Participation Form signed by you, we will review your eligibility and may reach out to you (or your contact person registered with us) for more information and/or require that you complete certain requirements or certification(s) before we accept your participation.  Once your participation has been accepted by us, we will notify you by email and your participation starts with the notification.

3.3 Subprograms. The acceptance and participation of Partner in the Program does not mean that Partner will be accepted into any of the subprograms. For your participation in specific sub-programs, e. g. Back-End Rebate Program (BER), Marketing Development Funds (MDF), etc., either a written invitation by TeamViewer along with the governing terms or a formal agreement is required. TeamViewer retains the right to select the partners eligible for the participation in any subprograms at its sole option. For the purpose of clarity, the invitation of and participation by the Partner in a specific subprogram, or for a specific period of time, does not grant the Partner a claim for participation in the future. 

4. PARTNER PORTAL 

4.1 Portal Access. TeamViewer grants Partner a limited, non-exclusive, nontransferable, non-sublicensable right to access and use the Partner Portal solely in accordance with these Terms for and during your participation in the Program. 

4.2 Acceptable and Prohibited Use. You must not use the Portal in any way that causes, or may cause, damage to the Portal or impairment of the availability or accessibility of the Portal; or in any way which is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity. You must not use the Portal to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit, or other malicious computer software. You must not conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction, and data harvesting) on or in relation to the Portal without our express written consent.

4.3 Confidential Materials. Any information, materials and tools pertaining to TeamViewer products and services, related to TeamViewer’s customers, including prospective customers, whether provided through Partner Portal or by newsletters to Partner, or otherwise disclosed to Partner in connection to the Program, is considered TeamViewer’ Confidential Information and subject to the confidentiality obligation as set out herein below (ref. sec. 8). Partner shall use the Information only for the purposes of (i) marketing and delivery of products or services obtained by Partner from TeamViewer or a Distributor; (ii) development of Partner services to support the purpose of the Program; and/or (iii) assisting TeamViewer to sell and/or license products or services. 

4.4 Credentials. Partner shall manage and keep its credentials to access to Partner Portal (e. g. user ID and password) confidential and protected from any unauthorized use. Partner shall promptly notify TeamViewer of the termination or reassignment of any its personnel who have been granted access hereunder. TeamViewer reserves the right to restrict access to areas of the Portal at its sole discretion and may disable your user ID and password without notice.

4.5 Partner Content. In case Partner uploads any personal information, data, and other content (collectively the “Partner Content”) to, or transmits such through, the Partner Portal, Partner shall ensure that: (i) it is authorized and handles in compliance with the applicable data protection law, and grants TeamViewer and its service providers the non-exclusive right to collect, use and analyze the Partner Content, including any data and other information derived from there, in frame of the Partner Program; (ii) the Partner Content shall be true and complete to the best knowledge of Partner, in particular without limitation in the cases that the Partner Content is submitted for the participation of sub-programs, the deal reg or in connection with the Partner benefits.

4.6 NO WARRANTIES. THE PARTNER PORTAL IS PROVIDED “AS IS” WITHOUT ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED. Access to the Partner Portal may be unavailable without notice at certain times, and TeamViewer will not be liable for any damages that may result from such lack of availability. Without prejudice to the generality of the foregoing paragraph, TeamViewer does not warrant that the Portal will be constantly available, or available at all; or the information on the Portal is complete, true, accurate or non-misleading. Nothing on the Portal constitutes or is meant to constitute, advice of any kind.

5. PARTNER REQUIREMENTS

5.1 Partner Level. Partner may be granted a specific partner status (“Partner Level”), provided that Partner meets the revenue threshold as well as the professional and organizational requirements set forth in the Guide. 

5.2 Review and Change of Partner Level. Unless otherwise expressly determined by TeamViewer, the Partner Level granted to the Partner shall be effective for the current calendar year and shall be subject to annual review and renewal for a period of one (1) year. In the event of suspected non-compliance or disqualification, TeamViewer is entitled to request improvement and evidence of compliance. Should TeamViewer make any changes to the qualification and/or Partner Level requirements, such changes will not affect the current Partner Level of Partner, but shall apply to its status review in the following year, provided that the revised version of the Program is made available to Partner at least thirty (30) days before the status review.

5.3 Training Obligation; Certifications. Partner shall use good faith and reasonable efforts to conform to any training obligations located at the Partner Portal and achieve certifications required by TeamViewer for its qualification as Partner as well as for the respective Partner Level, within ninety (90) days after Partner´s enrollment in the training, or such earlier date as specified by TeamViewer. 

5.4 Code of Conduct. Partner shall comply with TeamViewer’s Supplier and Business Partner Code of Conduct accessible on https://www.teamviewer.com/en/company/sustainability-csr/

5.5 Compliance. Partner shall comply with all applicable laws and regulations, including anti-bribery, export control, trade, data protection and privacy, antitrust and competition laws and regulations (“Laws and Regulations”), and may not take or allow any third party to take any action or engage in any practice that would violate Laws and Regulations. In particular, Partner acknowledges that TeamViewer software and related technical data and services (collectively Controlled Technology) are subject to the import and export control and economic sanctions laws of Germany, the European Union and the United States, specifically the U.S. Export Administration Regulations (EAR) and the laws of any country where Controlled Technology is imported or re-exported, and commits to comply with the export control clause as set out in the TeamViewer EULA.

6. PROGRAM BENEFITS

6.1 Availability. TeamViewer may offer discount rates upon achievement of the Partner Level, as well as rebates, incentives, fundings and other benefits (jointly “Program Benefits”) to the Partners. Details of such benefits and eligibility therefore are provided in the partner program guide(s) as well as participation terms for specific subprograms as issued by TeamViewer from time to time.

6.2 Claims for Program Benefits. Partner may only claim the Program Benefits in so far as regulated in and in accordance with, in case of contradiction in the following descending order: i) an individual agreement concluded between TeamViewer and the Partner on the participation in a specific sub-program; ii) an invitation letter by TeamViewer including the participation terms for a specific sub-program or project, to be accepted by Partner by signing an enrollment or participation form; iii) in a written agreement between TeamViewer and Partner in which the applicable partner program guide or participation terms is referenced. In any other cases, TeamViewer is not obligated to provide any Program Benefits and retains the right to grant such at its sole option.

7. NFR AND DEMO LICENSE

7.1 Provision of Software. In frame of the Program, TeamViewer may provide Partner with limited license(s) to access and use specific TeamViewer software solutions and products, irrespective of its form (e. g. a TeamViewer product, test version, beta version, prototype, etc., for the purpose of this section also including any modification, customization or development of such as defined below, collectively referred to as “Software”), as set out herein below. The provision and use of Software shall be governed by TeamViewer End User Agreement (“EULA”, including the applicable Data Processing Agreement, in the then current version available at www.teamviewer.com/en/eula/); all capitalized terms in this section have the same meaning as defined in the EULA, unless explicitly otherwise provided.

7.2 NFR License. Subject to the approval by TeamViewer, Partner may acquire a not-for-resale License for its own use of specific Software (“NFR License”) at the discounted price as set out in the Program and/or granted by TeamViewer in individual cases. The NFR License is granted as Subscription License pursuant to EULA and limited to the internal use by Partner, i. e. to get familiar with the features and functions of the TeamViewer products, train its staff, as well as provide TeamViewer with feedbacks on use experience. Partner shall make the NFR License available exclusively to its own current employees, agents or representatives as its Authorized Users. NFR License must not be resold or made available to any third parties. 

7.3 Demo License. TeamViewer may, at its sole option and estimation, provide Partner with a free-of-charge License for demonstration for specific Software (“Demo License”). The Demo License is granted as Free License pursuant to the EULA and exclusively for the purpose of demonstrating the features and functionalities of TeamViewer Software to the potential customers.  By using the Demo License, Partner accepts the terms and conditions of EULA as a Customer of Free License in the meaning of the EULA. TeamViewer is entitled to revoke any Demo Licenses at any time at its sole option and request Partner to cease the use of such forthwith. The Demo License expires, at latest and without notification, upon the end of Partner´s participation in the Program. Partner shall, upon request of TeamViewer or upon expiry of the Demo License, whichever the first, immediately delete the respective Software from all devices and refrain from any further use of the Software.

7.4 No warranty. All Software provided hereunder is provided as-is. TeamViewer assumes no maintenance obligations and no warranty in relation to Partner, and shall not be held liable for any losses due to a defect in the Software or arising elsewise from the use of such Software except in the case that such losses are caused by TeamViewer with intent or fraudulency.

8. MARKET DEVELOPMENT FUNDS

8.1 MDF. TeamViewer may make available Market Development Funds ("MDF") for use by the Partner to promote the marketing activities and drive sale of TeamViewer products. The MDF are provided by TeamViewer in its sole and absolute discretion and are subject to the rules and procedures as set out herein below.

8.2 Marketing Plan. The eligible marketing activities and events, as well as the requirements for the MDF will be announced by TeamViewer in the Guide and/or on the Portal. Application shall be submitted on the Portal, before the end of a calendar quarter for the marketing activities planned in the next quarter, and at least 6 weeks prior to the planned activities, along with a detailed description of the planned activities (“Marketing Plan”) as required by TeamViewer, including without limitation: time, region, customer focus, participated parties, targeted outcome/ROI results, total costs and the parts respectively to be borne by TeamViewer and Partner. For the marketing activities planned over a longer term, TeamViewer may request Partner to submit a series of Marketing Plans on a 3- or 6-monthly basis.

8.3 Audit. TeamViewer will approve the Marketing Plan and decide on the amount of MDF contribution at its sole discretion. Upon the approval, TeamViewer will audit and determine Partner’s compliance with the Marketing Plan, for which Partner shall provide proof of execution and documentation of the fees paid by Partner for the Marketing Plan (“POE”) and report on the achieved results for TeamViewer´s review and approval. Incomplete or inaccurate POE documentation or result report will cause delays in processing or rejection of MDF payout. The MDF payout will be granted after the TeamViewer´s acceptance of POE documentation and the final result report. Partner shall then issue an invoice per request of TeamViewer. 

Partner shall keep the relevant POE documentation, receipts and financial records, for at least one (1) year after the end of the Marketing Plan. TeamViewer may conduct random reviews and audits, itself or through an independent auditor, for which Partner agrees to provide access to the documentation, receipts and financial records and acceptable proof of performance on any requested activity. 

8.4 Commitment. Partner commits and ensures: i) it will use the approved MDF exclusively for the approved Marketing Plan to promote the sale of TeamViewer products; ii) its performance of the Marketing Plan will not breach any agreements with a third party and will strictly comply with the instructions of TeamViewer; iii) Its marketing activities will not infringe or misappropriate any copyright, patent, trade secret, trademark or other proprietary right held by TeamViewer or another party; and iv) its marketing activities will be performed in a professional, lawful and ethical manner and will not include any libelous, deceptive, materially false, or misleading statements or practices.

8.5 Repayment. TeamViewer reserves the right to request repayment of all or part of any MDF funds paid to Partner not in compliance with these Terms. Claims for damages remain unaffected.

9. CONFIDENTIALITY

9.1 Confidentiality obligations. In connection with these Terms, you may have access to or be exposed to TeamViewer Information that is not generally known to the public, whether such information is in written, oral, electronic, web site-based, or other forms (collectively, "Confidential Information"). Among others, this Program contains Confidential Information of TeamViewer and shall not be copied, transmitted, or supplied to any third party. 

You shall take reasonable measures to keep all TeamViewer Confidential Information strictly confidential during your participation and for a period of three (3) years afterwards, using at least the same degree of care as you use to protect your own confidential information, but no less than reasonable due care of a prudent businessman. 

You will share Confidential Information only with your employees who have a need to know and who are subject to legally binding obligations to keep such information confidential. 

These confidentiality obligations do not apply to any Confidential Information that (a) you can demonstrate was in your possession before your receipt from TeamViewer; (b) is or becomes publicly available through no fault by you; or (c) you rightfully received from a third party without a duty of confidentiality. 

If you are required by a government body or court of law to disclose any TeamViewer Confidential Information, you agree to give TeamViewer reasonable advance notice so that TeamViewer may contest the disclosure or seek a protective order. 

9.2 Use by TeamViewer. Notwithstanding any separate confidentiality agreement you may have with TeamViewer, and subject to the parties’ compliance with this Section 9, you agree that information regarding your business with TeamViewer and information you provide to TeamViewer in connection with the Program, including end user information, may be accessed and used by TeamViewer and TeamViewer Affiliates and their employees and contractors for sales and marketing purposes and for any purpose related to the Program or the relationship between you and TeamViewer, and may be disclosed to relevant TeamViewer Distributors, resellers, governing body or end-users for the purposes of fulfilling TeamViewer’ obligations to you and your end-user. To the extent necessary in provision of products and services, you agree that TeamViewer may communicate directly with Channel Partner’s end users. 

9.3 Equitable relief. The parties acknowledge that damages for improper disclosure of Confidential Information may be irreparable. TeamViewer shall be entitled to equitable relief, including injunction and preliminary injunction, in addition to all other remedies available at law or in equity.

10. COMMUNICATIONS

10.1 Partner Communications. In connection with participation in the Program, TeamViewer may contact Partner and/or any of its personnel (by email, SMS, mail, telephone or other means) regarding news or information related to the Program, e. g. sub-programs, product information, marketing activities ("Partner Communications"). It is a condition of participation in the Program and access and use of the Portal that Partner and its personnel receive such Partner Communications. 

10.2 Marketing Communications. TeamViewer may also contact Partner or any of its personnel (by email, mail, SMS, telephone or other means) regarding TeamViewer offers and promotions (“Marketing Communications”). Recipients of Marketing Communications from TeamViewer may unsubscribe at any time.

11. INTELLECTUAL PROPERTY RIGHTS

11.1 TeamViewer Trademarks. Partner agrees and acknowledges that: i) trademarks, logos, trade or company names, product and service identifications, internet domains/internet addresses, logos, artwork and other symbols and devices associated with TeamViewer, TeamViewer Affiliates, and products and services (the “TeamViewer Trademarks”) are and shall remain TeamViewer’ property; ii) any provided images and artwork of Products are subject to TeamViewer copyright, and Partner shall not alter these images or use them outside of the context in which they were provided; iii).

11.2 Reference by Partner. To the extent Partner is engaged by TeamViewer or TeamViewer´s Distributor in the resale of TeamViewer Products, Partner may refer to the respective Product by the associated TeamViewer Trademarks, provided that such reference is not misleading and complies with guidelines and instructions issued by TeamViewer. Partner acknowledges and agrees that any use of the TeamViewer Trademarks by Partner will inure to the sole benefit of TeamViewer. If Partner acquires any rights in any TeamViewer Trademarks under the applicable law or otherwise, it will immediately, at no cost or expense to TeamViewer assign such rights to TeamViewer along with all associated goodwill. Partner shall not use the TeamViewer Trademarks in search engine advertising, either as a keyword or in advertisements appearing on search engines or in email addresses, without TeamViewer’ prior written permission

11.3 No license. Except for the limited right of use granted with respect to TeamViewer Trademarks as described herein above, nothing herein is intended to grant Partner or any third party, any license or other rights in the Intellectual Property Rights of TeamViewer. 

11.4 Partner logo and name. Partner grants TeamViewer the non-exclusive, revocable right to use the logo and name of Partner for the purpose of and during the term of the Program and list Partner on TeamViewer´s website and Portal. 

11.5 Notification of third party infringement. Partner shall immediately notify TeamViewer upon becoming aware of any claimed or actual infringement of any Intellectual Property Right with respect to the Software or TeamViewer and cooperate, at TeamViewer’s reasonable expense, with TeamViewer in the investigation of any such claim.

11.6 Partner warranties. Partner warrants that it shall not:

• Do, whether by actions or omissions, anything that could adversely affect the validity or the right or authority of TeamViewer in the Intellectual Property Rights;
  
• Modify, adapt, develop, create any derivative work, reverse engineer, decompile, disassemble the Software or otherwise violate any copyright law or other intellectual property rights regulations;
• Use, register or apply to register any trademark, business name or domain name that is containing or confusingly similar to any TeamViewer Trademarks, or combines any domain name or Trademark of TeamViewer with any other domain name, trade name or trademark in a way that would likely cause confusion in the market as to the ownership or origin of the same, whether in its own name or through any of its staff and the relatives thereof, any company invested or owned by it, or any other company or individual who acts in its/his/her own name but actually in the interest of the Partner.

In case of breach, Partner is obliged to transfer such trademark or domain to TeamViewer without consideration.

12. LIABILITY

12.1 Indemnification by Partner. Partner shall indemnify, defend, and hold harmless TeamViewer, TeamViewer Affiliates, and their respective successors and assigns from any claim, demand, cause of action, debt, or liability (including reasonable attorney or legal fees, expenses, and court costs) arising from its violation of these Terms.

12.2 Liability of TeamViewer. TeamViewer shall be liable for damages in accordance with the statutory provisions, if and to the extent such damages (i) have been caused by TeamViewer intentionally or grossly negligently, or (ii) have been caused by TeamViewer by slight negligence and are due to breaches of cardinal contractual obligations, the fulfilment of which is essential for the proper performance of the Contract and the compliance with which can be typically expected in the case of a contract of this type (material obligations). Any further liability of TeamViewer shall be excluded irrespective of the legal basis, unless TeamViewer is mandatorily liable in accordance with applicable law, in particular due to injury to life, body or health of an individual, due to the provision of an express guarantee, fraudulent concealment of a defect or due to the provisions of the German Product Liability Act. 

12.3 LIMITATION OF LIABILITY. IN NO EVENT WILL TEAMVIEWER BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, PUNITIVE, RELIANCE, EXEMPLARY, INCIDENTAL, OR INDIRECT LOSSES OR DAMAGES. IN NO EVENT SHALL TEAMVIEWER BE LIABLE FOR ANY LOSS OF BUSINESS, INCOME, OR PROFITS, OR FOR LOST OR CORRUPTED DATA OR SOFTWARE. TEAMVIEWER’S AGGREGATE LIABILITY FOR ALL CLAIMS IN CONNECTION WITH THESE TERMS SHALL BE LIMITED TO EUR 500 (FIVE HUNDRED EUROS) OR THE EQUIVALENT AMOUNT IN THE CURRENCY OF THE COUNTRY IN WHICH YOUR COMPANY HEADQUARTERS IS LOCATED. THE AFOREMENTIONED LIMITATIONS SHALL NOT APPLY TO LIMIT LIABILITY FOR FRAUD AND ANY OTHER LIABILITY THAT CANNOT BE EXCLUDED BY LAW.

13. TERM AND TERMINATION

13.1 Termination. These Terms shall become effective between the parties upon enrollment of Partner in the Program and stay valid until terminated in the manner set forth below:

13.1.1 Partner is entitled to cancel its participation in the Program at any time by sending a notice in text form to TeamViewer. 

13.1.2 TeamViewer may suspend or terminate the participation in the Program, in whole or in part, at any time by sending a notice in text form to Partner, in case of any breach of these Terms or any other agreement related to your participation in the Program. In addition, TeamViewer, in its sole discretion, may terminate these Terms or the Program, in whole or in part, for all participants, or for you alone, with or without cause, upon ten (10) days’ notice.

13.2 Termination consequences. Upon termination of these Terms or the Program, the license and rights granted hereunder shall terminate forthwith and Partner shall cease to use Information and shall promptly return to TeamViewer all tangible copies of the Information in its possession at Channel Partner’s own cost. All provisions that by their nature are intended to survive the termination shall survive.