Uhopestar Elite Partner Program – Terms & Conditions
This Agreement sets forth the rights and obligations of the Partner under the Uhopestar Elite Partner Program (the “Program”), covering but not limited to the sales, distribution, promotion, technical support, and cross-border business cooperation of Uhopestar’s commercial display and Android tablet products.
This Agreement serves as the foundational document for cooperation between the parties. The Partner must accept and sign this Agreement to be admitted into the Program.
1. Definitions
a. Added Value: Services or integrations provided by the Partner that enhance the end-user value of the products, including but not limited to: commercial display system integration, Android OS customization, installation and commissioning, pre-sales consulting, after-sales technical support, industry-specific solution design, content management software deployment, and related hardware supply. Pure passive e-commerce sales, catalog sales, or non-interactive wholesale activities shall not qualify as “Added Value.”
b. Affiliate: Any entity that controls, is controlled by, or is under common control with a party. “Control” means direct or indirect ownership of more than 50% of the voting power or equity interest.
c. Authorized Source: A distributor, reseller, or master distributor expressly authorized in writing by Uhopestar to distribute products in a specified region.
d. Confidential Information: Non-public information of commercial value provided by Uhopestar, including but not limited to pricing policies, customer data, technical documents, firmware source code, marketing plans, and product roadmaps.
e. Uhopestar Website: www.uhopestar.com and associated online resource platforms.
f. End User: A customer who purchases Uhopestar products for internal business use only, and not for resale, redistribution, or rental.
g. Go-to-Market Strategy: A Partner’s sales strategy approved by Uhopestar, which may include added value services, system integration, on-site services, and sales/technical support.
h. Internal Use: Use of products by an End User for its own business operations and not for resale, redistribution, or rental.
i. MSRP: Uhopestar’s official Manufacturer’s Suggested Retail Price, published on its website or Partner platform.
j. MAP: The Minimum Advertised Price published by Uhopestar, typically a defined percentage below MSRP, which sets the lowest price that can be publicly advertised by the Partner.
k. Non-Genuine Products: Counterfeit or unauthorized products not manufactured or authorized by Uhopestar, including those with altered or removed serial numbers, trademarks, firmware, or physical design.
l. Participant (Partner): A value-added reseller, solution provider, cross-border B2B partner, or OEM/ODM partner that has joined the Program, procures products from Authorized Sources, and sells them in accordance with the approved Go-to-Market Strategy.
m. Products: Commercial display products (e.g., conference panels, signage displays, interactive touchscreens), Android tablets, and related accessories or software produced or authorized by Uhopestar.
n. Professional Services: Services offered by the Partner that enhance product value for End Users, including solution design, system configuration, installation, training, firmware updates, and after-sales technical support.
o. Qualifying Opportunities: Sales projects or customer opportunities registered and approved by Uhopestar that are eligible for margin protection and deal protection.
p. Qualifying Products: Specific product models and series designated by Uhopestar as eligible under this Program.
q. Resale: The sale or distribution of products to End Users.
r. Software: Operating systems, applications, firmware, and related documentation pre-installed or bundled with the Products.
s. Term: The validity period of this Agreement, including provisions for automatic renewal.
t. Terms of Sale: Uhopestar’s published and updated terms of sale, available on its website or Partner portal.
u. Territory: The geographic area approved by Uhopestar for the Partner’s product sales and services.
v. Unauthorized Product: Uhopestar products procured through non-Authorized Sources, or products sold to non-End Users in violation of this Agreement.
2. Partner Benefits
Provided that the Partner complies with its obligations under this Agreement, Uhopestar will grant the following benefits:
a. Partner Portal Access: Access to exclusive pricing tools, product documentation, technical manuals, marketing materials, and training resources.
b. Sales Support: Uhopestar sales teams may provide product recommendations, industry-specific solution guidance, and direct support in End User negotiations when appropriate.
c. Branding & Marketing Support: Partners may use the “Uhopestar Elite Partner” logo in accordance with brand usage guidelines, including on websites, promotional materials, and trade shows (subject to approval).
d. Training & Certification: Online and offline product training, system integration workshops, and sales enablement sessions. Certified Partners may qualify for enhanced benefits.
e. Demo & Evaluation Units: Partners may purchase demo units at discounted prices annually or request short-term demo loans (subject to loan agreement).
f. Product Roadmap & Early Access: Early access to product roadmap information and priority eligibility for testing key new products.
g. Lead Referrals: Uhopestar may refer qualified sales leads to the Partner, with reporting obligations on follow-up and outcomes.
h. Promotions & Rebates: Access to exclusive promotions, rebate programs, and international sales incentives.
i. Cross-Border Business Support: Assistance with international customer engagement, logistics, customs clearance, certification documents, and multi-currency settlement.
3. Authorization & Sales Rules
a. Authorization Scope: During the Term, Uhopestar authorizes the Partner to procure Products from Authorized Sources and resell them within the approved Territory.
b. Online Sales Limitation: Unless otherwise agreed in writing, online sales shall not exceed 20% of the Partner’s quarterly sales volume.
c. Territory Restriction: Partners may not sell or operate distribution centers outside their approved Territory.
d. Terms of Sale Compliance: All sales must adhere to Uhopestar’s Terms of Sale.
4. Partner Obligations
a. Value-Added Requirement: Each sale must include the Partner’s added value or professional services.
b. Prohibition of Counterfeit/Unauthorized Products: Any sale of counterfeit or unauthorized products may result in immediate termination and recall or destruction of such products at the Partner’s expense.
c. Legal & Regulatory Compliance: Including export control, anti-corruption, environmental, and product recycling regulations.
d. Trademark & Copyright Protection: Partners may not remove, alter, or obscure trademarks, copyrights, or serial numbers on Products.
e. Software Restrictions: Partners may not copy, decompile, or reverse-engineer Product software without authorization.
5. Pricing & Promotion Policy
a. Purchase Price: Determined between the Partner and its Authorized Source.
b. MAP Compliance: Public advertising must comply with Uhopestar’s MAP policy.
c. Special Pricing: Must be pre-approved by Uhopestar and is limited to designated projects.
d. Violation Consequences: Misuse of special pricing may result in retroactive charges, suspension of supply, or termination.
6. Term & Termination
a. Term: This Agreement is valid for one (1) year and will automatically renew for successive one-year periods unless terminated with thirty (30) days’ prior written notice.
b. Termination for Cause: Uhopestar may terminate this Agreement with ten (10) days’ written notice in case of material breach.
c. Post-Termination Obligations: Upon termination, the Partner shall immediately cease use of the Uhopestar brand, stop selling Products, and cooperate in handling inventory and after-sales obligations.
7. Public Relations & Branding
Any use of the Uhopestar brand in public media, advertising, or trade shows requires prior written approval from Uhopestar.
8. Confidentiality
The Partner shall maintain the confidentiality of Confidential Information and may not disclose it to third parties without authorization. Upon termination, such information must be returned or destroyed.
9. Intellectual Property
All Products, software, trademarks, designs, and related intellectual property remain the property of Uhopestar or its licensors.
10. Relationship of the Parties
The parties are independent contractors. Nothing in this Agreement shall create an agency, joint venture, employment, or franchise relationship.
