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Last updated: December 1, 2025

ATTENTION! THIS CUICK TRAC RESELLER AGREEMENT PROVIDES THE TERMS APPLICABLE TO CUICK TRAC’S RESELLER PROGRAM. UPON CLICKING THE “I AGREE” BUTTON BELOW, YOU AGREE THAT UPON NOTIFICATION TO YOU OF BERYLLIUM’S ACCEPTANCE OF YOUR APPLICATION FOR PARTICIPATION IN THE CUICK TRAC RESELLER PROGRAM (AS OUTLINED IN SECTION 1), THIS AGREEMENT WILL BE LEGALLY BINDING. YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF YOURSELF, IF YOU ARE ENTERING INTO THIS AGREEMENT ON YOUR OWN BEHALF, OR ON BEHALF OF THE COMPANY OR OTHER LEGAL ENTITY FOR WHICH YOU ARE ACTING (HEREINAFTER “YOU” OR “YOUR”). CAREFULLY READ THIS AGREEMENT BEFORE CLICKING “I AGREE”.
CUICK TRAC RESELLER AGREEMENT
This Cuick Trac Reseller Agreement (“Agreement”) is entered into between You and Beryllium InfoSec, Inc. (“Beryllium”), headquartered at 5910 North Central Expy, Ste 1665 Dallas, TX 75206 and takes effect as set forth in Section 1 below.
  1. AGREEMENT SUBJECT TO APPROVAL. This Agreement is effective upon notification in writing (via e-mail) of Beryllium’s acceptance of Your application for participation in the Cuick Trac Reseller Program (“Approval”). The effective date of this Agreement shall be the date of such Approval notification (“Effective Date”). Beryllium may reject or decline to accept Your application for any or no reason at its sole discretion. Beryllium may conduct background checks and other screening measures in connection with Your application. If Beryllium approves Your application, You may resell Cuick Trac products and related services (“Products”) during the term and in accordance with all terms and conditions of this Agreement.
  2. LIMITATIONS ON ACTIVITIES. 2.1 Limitations on Activities. Your activities under this Reseller Agreement shall be limited as follows: 2.1.1 You shall conduct all business in Your own name and in accordance with the highest business standards, acting dutifully, in good faith, and in compliance with all applicable laws and the terms of this Agreement, and not perform any act which would or might reflect adversely upon the Products or the business, integrity, or goodwill of Beryllium. 2.1.2 You shall not purport to be authorized to legally represent Beryllium or conduct negotiations on its behalf. You shall not have the authority to make any commitments, agreements, or incur any liabilities whatsoever on behalf of Beryllium, nor shall Beryllium be liable for any acts, omissions to act, contracts, commitments, promises, or representations made by You. 2.1.3 You shall not use any trademarks, names, or other identifiers owned or used by Beryllium (“Marks”), except that You may refer to Beryllium and the Products in conversations and written correspondence with potential customers in the same manner as Beryllium does in its own marketing materials and website. Any use of the Beryllium Marks shall be subject to Beryllium’s right to review and approve or reject in advance each proposed use, and shall conform with any trademark usage guidelines, policies, or requirements provided by Beryllium. Beryllium is the sole and exclusive owner of the Beryllium Marks. Upon termination or expiration of this Agreement, You shall immediately cease all use of the Beryllium Marks. 2.1.4 You shall not make any representations or statements about Products, prices, or business practices, except that You shall forward to potential customers (i) unmodified marketing materials provided by Beryllium and (ii) references to Beryllium’s standard conditions of sale, as published by Beryllium on its website or otherwise. 2.2 No License. No license is granted under this Agreement to use or access any Products, any of Beryllium’s proprietary technologies embodied therein, or any data, information, or other content provided thereby. 2.3 IP Rights. All rights, title, and interest in and to the Products, Marks, and other Beryllium intellectual property are owned exclusively by Beryllium or its licensors. Except for the limited rights expressly granted in this Agreement, You do not acquire any rights in the Products, Marks, or other Beryllium intellectual property. Any rights not expressly granted herein by Beryllium are reserved by Beryllium. You shall immediately advise Beryllium if You have knowledge of any potential infringement of any of Beryllium’s patents, trademarks, copyrights, or other IP Rights. 2.4 Nonexclusive Reseller Agreement. Each party acknowledges that this Agreement does not create an exclusive agreement between the parties. Each party shall have the right to recommend similar products and services of third parties and to work with other parties in connection with the design, sale, installation, implementation, and use of similar services and products. Notwithstanding the foregoing, once You establish a Commissionable Lead (as defined in Section 4), You will not refer such Commissionable Lead to a competitor of Beryllium that offers a product or service similar to any current or publicly announced Cuick Trac offering.
  3. RESELLER OBLIGATIONS. 3.1 Sale of Products. You shall actively market and sell the Products in accordance with the terms of this Agreement and any guidance provided by Beryllium. 3.2 Reporting and Compliance. You shall provide Beryllium with sales reports as requested and shall ensure compliance with all applicable laws in connection with the resale of the Products. 3.3 Training. You agree to participate in training programs provided by Beryllium to effectively sell the Products.
  4. COMMISSIONS. 4.1 Commissionable Leads. A Proposed Lead qualifies as commissionable (“Commissionable Lead”) only if: 4.1.1 You have submitted a lead registration for the Proposed Lead in accordance with the guidelines provided by Beryllium; and 4.1.2 Beryllium has accepted the Proposed Lead as a Commissionable Lead. 4.2 Commissions and Payment. Subject to Your compliance with all terms and conditions of this Agreement, Beryllium will pay You commissions based on the sales of the Products, as outlined in the compensation structure provided in the Appendix. 4.3 Modifications. Beryllium may modify the commission structure upon thirty (30) calendar days written notice. Such changes will only affect sales made after such thirty (30) day period. 4.4 Commissions After Termination. Except in the event of termination for breach by You, Beryllium will continue to pay You commissions for the duration of the applicable payment period on sales made prior to termination of the Agreement. 4.5 No Other Payments. Except as expressly provided in this Section, You are not entitled to any fees, reimbursements, or other payments related to the Products.
  5. TERM AND TERMINATION. 5.1 Term. This Agreement shall commence on the Effective Date and shall continue in full force and effect unless terminated as provided herein. 5.2 Termination for Convenience. Either party may terminate this Agreement for any or no reason upon giving thirty (30) days written notice to the other party. 5.3 Termination for Breach or Insolvency. Either party may terminate this Agreement if the other party breaches any material term and does not cure it within five (5) business days of written notice, or if the other party becomes insolvent or subject to bankruptcy proceedings. 5.4 Effect of Termination. Upon termination of this Agreement, You shall immediately cease the use of all Beryllium materials and shall return such materials to Beryllium within ten (10) business days.
  6. INDEMNIFICATION. You will defend and indemnify Beryllium from any claims, demands, liabilities, costs, losses, or damages arising out of any act, default, or misrepresentation on Your part relating to this Agreement.
  7. LIMITATION OF LIABILITY. BERYLLIUM WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES. BERYLLIUM’S AGGREGATE LIABILITY SHALL BE LIMITED TO THE AMOUNT PAID TO YOU UNDER THIS AGREEMENT.
  8. GOVERNING LAW. This Agreement is governed by the laws of the State of Texas, and each party agrees to submit to the exclusive jurisdiction of the courts in Dallas County.
  9. GENERAL PROVISIONS. 9.1 Relationship of Parties. The parties are independent contractors and no other relationship is intended. 9.2 No Waiver. The failure by either party to enforce any provision will not constitute a waiver of future enforcement. 9.3 Severability. If any provision is held to be contrary to law, such provision shall be limited or eliminated. 9.4 Notices. Any notice required under this Agreement shall be provided in writing to the addresses listed above. 9.5 Assignment. This Agreement may not be assigned without prior written consent from Beryllium. 9.6 Force Majeure. Neither party shall be liable for loss or delay resulting from any force majeure event. 9.7 Compliance. You represent that You will conduct Your business activities in a legal and ethical manner and comply with all applicable laws, regulations, and policies. This includes, but is not limited to, laws related to privacy, anti-spam, advertising, copyright, trademark, and other intellectual property laws. You agree that You will not engage in any form of bribery or corruption and will not take any actions that would cause Beryllium to violate any laws or regulations. 9.8 Survival. Upon termination of this Agreement for any reason, the parties’ rights and obligations under Sections 4 (Commissions), 5.4 (Effect of Termination), 6 (Indemnification), 7 (Limitation of Liability), and 9.7 (Compliance) shall survive.
  10. ENTIRE AGREEMENT. This Agreement, including all exhibits hereto, constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior or contemporaneous representations, discussions, negotiations, and agreements, whether written or oral. Any amendments or renewals to this Agreement shall be invalid unless made in writing and signed by duly authorized representatives of both parties. In the event of any additional or inconsistent terms contained in lead registrations or other communications, the terms and conditions in this Agreement shall prevail unless Beryllium specifically identifies the section(s) of this Agreement that it intends to override in a writing signed by Beryllium.
  11. DEFINITIONS. “Commissionable Period” means, in respect of a Commissionable Lead, a period of one (1) year from Your submission of the lead registration for such Commissionable Lead. “Excluded Countries” means any country to which United States law prohibits the sale of goods and services, as such list may be updated from time to time. “Commissionable Product(s)” means the current or publicly announced Cuick Trac offerings and related services as of the Effective Date, or as updated from time to time in Beryllium’s sole discretion. “IP Rights” means, on a worldwide basis, all intellectual property rights, including but not limited to copyrights, trademark rights, service marks, logos, patents, and trade secrets. “Lead Referral Revenue” means any payments received by Beryllium from a Commissionable Lead for the first year’s fees under a subscription agreement entered into during the Commissionable Period, minus any applicable taxes or refunds. “Public Sector Entity” means any government agency or similar entity as defined previously.

    BY CLICKING “I AGREE,” YOU REPRESENT THAT (1) YOU HAVE SUBMITTED TRUE AND COMPLETE INFORMATION IN CONNECTION WITH YOUR APPLICATION, AND (2) YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON YOUR OWN BEHALF OR ON BEHALF OF YOUR COMPANY OR OTHER LEGAL ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY OR DO NOT WISH TO ENTER INTO THIS AGREEMENT, OR IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS CONTAINED HEREIN, YOU MUST CLICK “I DECLINE” AND YOU WILL NOT BE ELIGIBLE FOR PARTICIPATION IN THE CUICK TRAC RESELLER PROGRAM.

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