Dealer Program Policies

III. Products and Services Policies

In the event a Dealer is authorized to sell the following brands, products, or services, the following obligations shall supplement the general terms found in the Dealer Agreement and together shall and supersede any prior understandings between Dealer and the Company with respect to such brands, products, or services:

  • F. Dealer Licensed Software and Services
    1. Dealer Licensed Software Introduction
      1. Company owns the licensed software and digital services including the following (collectively “Licensed Software”):
        1. Company’s Software Application Development Kits (“Company SDK(s)”), and related software materials necessary to develop applications that integrate into Company Products;
        2. Composer Pro executable utility
        3. Driver Works SDK
        4. Driver Editor
        5. Simple Device Discovery Protocol (SDDP) SDK
        6. SDDP Sample Code
        7. OvrC-branded executable utilities and web applications
        8. Other sample code, device integration protocols, and APIs provided by Company for system integration or programming purposes
        9. Any updates, upgrades, or related software that Company delivers or discloses from time to time to Dealer.
      2. Dealer wishes to license the Licensed Software for the purpose of integrating Products for its customers, and developing, testing, and distributing applications for use with the Products in the Territory.
      3. Company is under no obligation to provide any or all of the Licensed Software to the Dealer, shall only provide Licensed Software to the Dealer inasmuch as Dealer is authorized to sell the applicable Product that the Licensed Software supports, and may provide additional restrictions, obligations, and conditions in order to make the Licensed Software available to Dealer. Company may withdraw or modify Dealer’s access or right to the Licensed Software at any time.
    2. DEFINITIONS
      1. “API(s)” means any application program interface made available by Company to Dealer in the Licensed Software (as defined below) or otherwise.
      2. “Application(s)” means one or more software application programs and/or drivers that are developed by Dealer using the Licensed Software, or for use with Company Products (as defined below), and includes any user interfaces, bug fixes, updates, upgrades, new releases, and new versions of such approved software application programs.
      3. “Company IP” means Company’s proprietary intellectual property, including, without limitation, the Company Patent Rights and the Company Marks, and proprietary information that is not generally known, including, and whether or not patentable, all trade secrets, know-how, data, software code, designs, specifications, material lists, drawings, algorithms, formulas, patterns, compilations, programs, samples, devices, protocols, methods, techniques, processes, procedures, and results of experimentation and testing.
      4. “Company Core Code” means Company’s computer software and other code owned by, licensed to, or used in or with Company Products, excluding any Company Modifiable Code.
      5. “Company Marks” means Company’s current and future logos, trade names, and trademarks.
      6. “Company Modifiable Code” means any sample code and/or template that Company may provide as part of the Licensed Software that is expressly provided for and designated as code that Dealer can use and modify for the purposes of Dealer’s Application.
      7. “Company Patent Rights” means the patents and patent applications owned, licensed, or filed by Company anywhere in the world, and all continuations, continuations-in-part, divisions, reissues, re-examinations, substitutions, additions, and extensions thereof, and all supplementary protection certificates.
      8. “Company Products” means the collective reference to Company’s hardware products, firmware, and software sold or provided by or through Company.
      9. “Company SDK(s)” means one or more sets of software development tools created by Company that allows a third party to create software applications that interact with all or a portion of the Company Products.
      10. “Derivative Works” has the meaning set forth the United States Copyright Act, 17 USC §101.
      11. “Intellectual Property Rights” means all worldwide, current or future, copyright rights (including, without limitation, the exclusive right to use, reproduce, modify, create derivative works of, distribute, publicly display, publicly perform the copyrighted work, and to prevent or authorize others to do so), moral rights, trademark rights (including, without limitation, trade names, trademarks, service marks, trade dress, trademark application rights and registrations), goodwill, patent rights (including, without limitation, all inventions and the exclusive right to make, have made, use, sell and offer to sell, import and export, and to file any patent applications), trade secrets, rights of publicity, and all other intellectual property rights whatsoever as may exist now and/or hereafter come into existence, and all renewals, extensions, continuations, and continuations in part thereof, regardless of whether any such right arise under the laws of the United States or of any state, or other country or jurisdiction.
      12. “Open Source Software” means any software or software component, module or package that contains, or is derived in any manner (in whole or in part) from, any software that is distributed as free software, open source software or similar licensing or distribution models, including, without limitation, software licensed or distributed under any of the following licenses or distribution models, or licenses or distribution models similar to any of the following: (a) the GNU General Public License (GPL), Lesser/Library GPL (LGPL), or any license from or through GNU; (b) the Artistic License (e.g., PERL); (c) the Mozilla Public License; (d) the Netscape Public License; (e) the Sun Community Source License (SCSL); (f) the Sun Industry Standards License (SISL); (g) the BSD License; and (h) the Apache License.
    3. LICENSE
      1. License to Licensed Software.
        1. Grant. As of the Effective Date, Company hereby grants to Dealer, and Dealer accepts a personal, non-transferable, indivisible, revocable and non-exclusive license in and to the Licensed Software solely for Dealer’s use in developing, selling, and distributing Applications in the Territory.
        2. Development Use. EXCEPT AS EXPRESSLY PERMITTED IN THIS SECTION (iii), DEALER MAY NOT SUBLICENSE OR REDISTRIBUTE ANY PORTION OF THE LICENSED SOFTWARE TO ANY THIRD PARTY. Dealer may share the Licensed Software with its employees, contractors or third-party Dealers doing work for the Dealer (together, “Contractors”), provided that such Contractors have a need to know the information to facilitate Dealer’s development of Applications using the Licensed Software, and provided that Dealer shall be liable to Company for the acts and/or omissions of any Contractors; and Contractors are made aware of and agree to comply with the terms of this Agreement.
        3. Company Core Code. Notwithstanding anything in this Agreement, Dealer MAY NOT COPY, USE, REPRODUCE, OR DISTRIBUTE any Company Core Code.
        4. Attribution. Dealer agrees that any Derivative Work created pursuant to this Agreement shall include, within Dealer's source code and in the location of Dealer's own copyright notice, the following copyright notice: “Portions copyright Snap One, LLC or its licensors. All rights reserved.”
      2. Open Source Software. Dealer acknowledges that the Licensed Software may contain Open Source Software. Dealer agrees to review any documentation that accompanies the Licensed Software or is identified in a link provided in the interface on which the Licensed Software is provided to Dealer to determine which portions of the Licensed Software are Open Source Software and are licensed under an Open Source Software license. To the extent any such license requires Company to provide Dealer the rights to copy, modify, distribute, or otherwise use any Open Source Software that is inconsistent with the limited rights granted to Dealer by this Agreement, then such rights in the applicable Open Source Software license shall take precedence over the rights and restrictions granted in this Agreement, but solely with respect to such Open Source Software. Dealer acknowledges that the Open Source Software license is solely between Dealer and the applicable licensor of the Open Source Software. Dealer shall comply with the terms of all applicable Open Source Software licenses, if any.
      3. Company Software. Dealer shall not: (i) distribute any Licensed Software as Open Source Software; (ii) subject any Licensed Software to any open source or quasi-open source license agreement not otherwise applicable; or (iii) use the Licensed Software to breach the rights of any third party.
      4. License of Company Marks. Company hereby grants Dealer a limited license to use, exhibit and display, reproduce, and publish the Company Marks to promote, distribute, and sell any Application for the term of this Agreement. Dealer shall comply with Company’s Branding Guidelines, the current version of which is available upon request from Company, and as such terms may be amended from time to time.
      5. No Endorsement; Co-Branding. Dealer will not market any Application developed using the Licensed Software that in any way states or implies that Company, its suppliers, authorized dealers, or distributors endorse the Application or any other product without obtaining Company’s prior written consent, which consent may be withheld in Company’s sole discretion. Dealer will submit to Company for its approval, all templates of any proposed co-branding, endorsement, or other marketing collateral for any Application. The Parties agree to work together in good faith to agree on any proposed co-branding of any Application.
      6. Third-Party APIs and Content. This Agreement does not convey a license to any third-party technology. Dealer must secure its own licenses with the applicable licensors (if any) before commercial release of any Application.
      7. General Restrictions. Except as expressly provided in this Agreement, Dealer shall not directly or indirectly (and shall not allow or enable any Contractor or other third party, including any end user of its Application(s) to):
        1. copy, modify, create a Derivative Work of, sublicense, rent, sell, lease, time share, or otherwise transfer or distribute the Licensed Software (or any portion thereof) to any person or entity, except as expressly provided in this Agreement;
        2. decompile, disassemble, or otherwise reverse engineer or attempt to reconstruct or discover any source code or underlying ideas or algorithms of Licensed Software by any means whatsoever;
        3. remove any product identification, legal, copyright, trademark, or other proprietary rights notices contained in the Licensed Software;
        4. engage in any activity with respect to the Licensed Software, including development and distribution of an Application, that interferes with, disrupts, damages, or accesses in an unauthorized manner any Company Products or the servers, networks, APIs, or other properties or services of Company or any third party including, but not limited to, any mobile communications carrier. For the avoidance of doubt, Applications that interoperate with the Licensed Software or are installed into the Company’s products and services that directly or indirectly interoperate with Company’s servers and web services that support its products and services (including but not limited to Company’s web services that enable installation and authentication of Applications, update, security, and backup services, use of the Applications through Company’s remote access, configuration, and system control and monitoring applications and services) shall be each be considered “access” for purposes of 18 U.S. Code § 1030 and similar cybertresspass regulations;
        5. use Licensed Software for any fraudulent, unlawful, or illegal activity, including developing an Application that would commit or facilitate the commission of a crime in any jurisdiction where the Application may be sold or used, or any tortious, unlawful, or illegal act;
        6. use Licensed Software to defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights (such as Intellectual Property Rights or rights of privacy and publicity) of Company and others, including developing an Application that would facilitate any such activity, or enabling Company’s products and services to interoperate or be installed into a site together with a product or service that Dealer has reason to believe may violate their Intellectual Property Rights (including notice from Company).
        7. use any Application to control the engine or movement of any vehicle or boat, or to impermissibly monitor the activity of any person.
      8. Changes in Licensed Software. Dealer acknowledges and agrees that the form and nature of the Licensed Software that Company provides may change without prior notice to Dealer, and that future versions of the Licensed Software may be incompatible with any Application developed on previous versions of the Licensed Software. Provided that Company gives thirty (30) days’ notice, Dealer acknowledges and agrees that Company may stop (either permanently or temporarily) providing the Licensed Software or Company Products (or any features within the Licensed Software, or any functionality that is enabled by the APIs included in the Licensed Software) to Dealer or end users of any Application, at Company's sole discretion.
      9. No Self-Help Code or Unauthorized Code. Dealer represents and warrants to Company that any Application developed by Dealer or a Contractor under this Agreement or anything developed using the Licensed Software, shall not contain or be accompanied by any Self-Help Code or Unauthorized Code (as defined below).
        1. “Self-Help Code” means any back door, time bomb, drop dead device, or other routine, code, algorithm, or hardware component designed or used: (i) to disable, erase, alter, or harm the Company Products or any Company or third-party computer system, program, database, data, hardware, or communications software, automatically with the passage of time, or under the control of, or through some affirmative action, or allow Dealer to do so; or (ii) to access any Company Products, computer system, program, database, data, hardware, network, or communications system of Company. For the sake of clarity, Self-Help Code does not include any code in an Application or any accompanying hardware component designed and used to permit Dealer to obtain access to its own Application solely for purposes of providing authorized maintenance or technical support to the end user.
        2. “Unauthorized Code” means any virus, Trojan horse, worm, or other routine, code, algorithm, or hardware component designed or used to disable, erase, alter, or otherwise harm any computer system, program, database, data, hardware, or communications system, or to consume, use, allocate, or disrupt any computer resources. The term Unauthorized Code does not include Self-Help Code.
    4. PRIVACY AND SERVICES
      1. Use of Personally Identifiable Information. As used in this Section, “Personally Identifiable Information” means information that can be used to distinguish or trace an individual's identity, such as their name, social security number, biometric, medical, dental, or DNA records, etc. alone, or when combined with other personal or identifying information that is linked or linkable to a specific individual, such as date and place of birth, parents’ names, or other information specific to such individual. If an Application accesses, uses, associates, or collects information that constitutes Personally Identifiable Information from end users, then Dealer must fully comply with all applicable laws relative to such Personally Identifiable Information, including laws specific to each country where the Application may be sold or used, and disclose such activities and functionality to each end user and specifically, explicitly, and consciously obtain each end user's consent before allowing the Application to perform such activities for the end user. Dealer agrees to indemnify, defend, and hold Company harmless from any breach by Dealer of this provision.
    5. DEALER’S POTENTIAL LICENSE TO COMPANY
      1. License to Application. If Dealer chooses to submit any Application to Company for any type of review, analysis, or assistance, by so doing, Dealer grants to Company a worldwide, non-exclusive, perpetual royalty-free license to use, reproduce, display, perform, and distribute the Application in executable object code form, solely in order to evaluate, test, and analyze the Application, including, but not limited to, providing the Application to Company personnel, and, unless specifically prohibited by Dealer in writing, to use and display any Application at trade shows, or distribute, market, or promote the Application through the Company distribution platform.
      2. License to Dealer Data. Dealer acknowledges and agrees that certain Applications may access APIs that require Company to store or transmit information generated by Dealer's Application (the “Dealer Data”) to third-party partners of Company to enable the functionality of the APIs. Dealer hereby grants Company a worldwide, non-exclusive, royalty-free license to use, reproduce, display, perform, and distribute the Dealer Data (including providing Dealer Data to third-party partners of Company that require such data) solely for the purposes of (i) enabling an Application or any service used by an Application; (ii) monitoring the performance, quality, and security of the APIs and any Application; or (iii) improving the Licensed Software, or Company's Products or services, provided that no Personally Identifiable Information of end users is used in connection therewith.
      3. License to Dealer Marks. Dealer grants to Company a limited, non-exclusive, royalty-free license to use the Dealer trademarks during the Term of this Agreement, solely in connection with marketing and promotional materials of the Dealer Products, Applications, Licensed Software or relationship between the Parties. In connection with such use, Company agrees to comply with any logo and brand usage guidelines provided by Dealer in writing.
    6. TERM; RENEWAL; TERMINATION
      1. Term; Termination. The term of this Agreement shall commence upon the Effective Date and shall continue for one year (1) thereafter (“Initial Term”), or until terminated before then: (a) by either Party upon written notice to the other Party if the other Party fails to comply with any provision of this Agreement; (b) in whole or in part by Company if any third party providing materials (such as APIs) contained in the Licensed Software, terminates its relationship with Company or ceases to offer such materials through Company; or (c) by either Party at any time without cause upon one hundred eighty (180) days prior written notice to the other Party.
      2. Renewal Term. Unless terminated as provided herein, this Agreement will automatically renew for successive periods of one (1) year (each, a “Renewal Term”) unless terminated at the end of the Initial Term or any Renewal Term by either Party by delivering written notice of the intent to terminate not less than (or a minimum of) thirty (30) days prior to the end of the Initial Term or Renewal Term, as applicable. The Initial Term and all Renewal Terms shall be referred to collectively as the “Term.”
      3. Effect of Termination. Upon any expiration or termination of this Agreement or upon Company's written notice or request, any license granted herein shall terminate immediately and Dealer shall have no further rights to distribute Applications, and Dealer shall immediately cease any and all use of the Licensed Software. Furthermore, Dealer shall return any Confidential Information (as defined below) and the Licensed Software (excluding any Open Source Software therein), or have an officer of Dealer certify to Company in writing the complete and permanent destruction of the Confidential Information and all copies of the Licensed Software in Dealer’s possession, use, or control, and identify any copy of the Licensed Software that is no longer in Dealer’s control.
    7. CONFIDENTIALITY
      1. Definition. “Confidential Information” means any and all technical and non-technical information not generally known to the public which is disclosed by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) under this Agreement and related to the past, present, or future business or technology or business of the Disclosing Party, including, without limitation, information constituting or concerning functionality, processes, or methodologies; product architecture, designs, or specifications; software (whether human-readable or machine-readable) products; source code, marketing, sales, and business development plans and strategies; competitive analyses; financial analyses and forecasts; customers and prospects; licensing and distribution arrangements; the identity, skills, and compensation of employees, contractors, and consultants; and third-party information that the Disclosing Party is obligated to maintain in confidence. Notwithstanding anything to the contrary herein, the Licensed Software is and shall remain Confidential Information.
      2. Obligation of Confidentiality. Each Party hereby acknowledges the confidential nature and competitive value of the Confidential Information disclosed or to be disclosed to it as a Receiving Party hereunder in connection with this Agreement. The Receiving Party further covenants and agrees: (i) that the Confidential Information shall not be used by, for its own purposes, or any other purpose except to conduct or promote this Agreement, except as otherwise expressly stated herein, without the express written permission of the Disclosing Party; (ii) that it will exercise reasonable care (or, if higher, the same degree of care as it exercises with respect to its own confidential and/or proprietary information) to protect the confidential nature of the Confidential Information received by it as a Receiving Party; and (iii) that it will not disclose, nor permit any other party to disclose, any of the Confidential Information received by it as a Receiving Party to any third party, but rather only to its employees and agents who have a legitimate need to know such Confidential Information and are bound by confidentiality obligations no less restrictive than those in this Agreement.
      3. Labelling Requirement. The Disclosing Party will mark all Confidential Information in tangible form as “confidential” or “proprietary” or with words of similar import, and will identify as confidential at the time of disclosure any Confidential Information disclosed orally or in another intangible form. Regardless of whether so marked or identified, any information that the Receiving Party knew or should have known was considered confidential or proprietary by the Disclosing Party, including, without limitation, information learned by the Receiving Party upon visual or other inspection of the Disclosing Party's premises or materials, will be considered Confidential Information of the Disclosing Party under this Agreement.
      4. Exclusions. Neither Party shall have any obligation under Section (vii).b. with respect to any information that it can prove by documentary evidence is: (a) now or hereafter, through no unauthorized act or failure to act on the Receiving Party's part, in the public domain; (b) known to the Receiving Party without an obligation of confidentiality effective at the time the Receiving Party received the same from the Disclosing Party, as evidenced by written records; (c) hereafter furnished to the Receiving Party by a third party as a matter of right and without restriction on disclosure; or (d) independently developed by the Receiving Party without reference to the Confidential Information of the Disclosing Party. Nothing in this Agreement shall prevent the Receiving Party from disclosing information to the extent the Receiving Party is legally compelled to do so by any governmental investigative or judicial agency pursuant to proceedings over which such agency has jurisdiction; provided, however, that prior to any such disclosure, the Receiving Party shall: (i) promptly assert the confidential nature of the information to the agency; (ii) immediately notify the Disclosing Party in writing of the agency's order or request to disclose; and (iii) cooperate fully with the Disclosing Party in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of the compelled disclosure and protecting its confidentiality.
    8. INTELLECTUAL PROPERTY RIGHTS AND OWNERSHIP
      1. Ownership of Licensed Software. This Agreement only grants Dealer a limited license and is not a sale of the Licensed Software or any portion or copy thereof, except as expressly provided herein. As between the Parties, Company owns all right, title and interest in and to the Licensed Software. Company reserves all right, title, and interest in and to the Licensed Software not expressly granted to Dealer under this Agreement, and except for the license granted by Company to Dealer under this Agreement, no right, title, ownership, interest, or license in or to the Licensed Software, whether by implication, estoppel or otherwise, is granted, assigned or transferred to Dealer under or in connection with this Agreement.
      2. Company’s Trademarks. Dealer acknowledges that Company or its affiliates are the sole owners of all Company Marks. Dealer agrees to do nothing inconsistent with or detrimental to such ownership and exclusive usage rights. Dealer acknowledges that this Agreement does not grant any rights to use any such Company Marks, even if such marks are included in or on any Licensed Software, except as provided in Section (iii).d.
      3. No Conflict; Notice of Infringement; Protection of Company IP. Dealer agrees that it shall not adopt or seek to register in any jurisdiction any trademark, trade name product designation, or trade address confusingly similar to any Intellectual Property Right of Company. Dealer will not oppose, contest, or challenge in any manner Company’s ownership and use of its name, trademarks, and Intellectual Property Rights. Dealer will not adopt or use any product or Application designation that is identical or confusingly similar to any product name or designation of Company without first obtaining Company’s written permission, which may be withheld in Company’s sole discretion. If Dealer receives any notice or allegation that a third party claims an Intellectual Property Right in particular functionality or code contained in the Licensed Software (or their utilization under this Agreement), Dealer must promptly notify Company of the same in writing in reasonable detail. Dealer shall use its best commercial efforts (but in no event less efforts than it uses in protecting its own intellectual property) to protect the Company IP contained within any Application. Without limiting the foregoing, Dealer shall use its best commercial efforts to assist Company in identifying and eliminating any attempts to circumvent, bypass, or breach the Company IP.
      4. Licensed Material Fixes. If, in the course of developing any Application, Dealer discovers a bug or error in the Licensed Software and develops or creates any intellectual property that is designed to correct such bug or error or develops any intellectual property, the principal purpose of which is to increase the efficiency of any Licensed Software (collectively, “Licensed Material Fixes”), Dealer shall promptly disclose such Licensed Material Fixes to Company (any such disclosure to be deemed “Confidential Information” covered by Section (vii) of this Agreement), and Company shall have the right, at its sole option, to file and prosecute copyright or patent applications thereon at Company’s expense, and such applications and any copyrights or patents issuing thereon shall be included in the Company IP hereunder. Without limiting the foregoing, Company shall have an irrevocable, non-exclusive, royalty-free, world-wide license, together with the right to grant sub-licenses to other licensees and Dealers of Company, with respect to each such Licensed Material Fix, including any patent or copyright application for such Licensed Material Fix and any patents or copyrights issuing thereon.
      5. Dealer’s Ownership Of and Restricted Right to Distribute Its Applications. Company obtains no right, title, or interest from Dealer under this Agreement in or to any Application that Dealer and/or its Contractors may develop, with the exception of Licensed Material Fixes (as defined in Section (viii).d.) and the rights reserved to Company in Sections (viii).a. and (viii).b., and Dealer shall retain all rights, title, and interest in and to any Application developed by Dealer and/or its Contractors using the Licensed Software and all Intellectual Property Rights therein. Notwithstanding the foregoing, Dealer expressly understands, acknowledges, and agrees that Company may at any time now or in the future independently develop, license, or otherwise acquire the rights to distribute products that compete with any Application or their functionality. This Section (viii).e. shall survive termination of this Agreement for any reason.
    9. SUPPORT AND MAINTENANCE
      1. Development Support and Compatibility. Company shall have no obligation under this Agreement to provide Dealer or any customer or third party with any support regarding the Licensed Software. Notwithstanding any other provisions of this Agreement, Company shall have no obligation to provide Dealer with any updates to the Licensed Software. Company shall have no obligation to provide any maintenance or support for any Application under this Agreement, or to develop Company’s software to retain or optimize any compatibility with any Application. For the avoidance of doubt, Company reserves the right to suspend or terminate compatibility between the Licensed Software and its products and services and any Application for any reason, including in cases where an Application has already been installed on, or interoperates with, Company’s products and services. Company shall endeavor to provide prior notice of any changes in compatibility between its products and services and an Application, but is under no obligation to do so.
      2. End User Support. Dealer shall be solely responsible for providing support to end users of its Applications.
    10. WARRANTIES AND DISCLAIMERS
      1. General Warranties. Each Party represents and warrants to the other Party that it has all right, power, and authority to enter into this Agreement and to grant any license from the Party hereunder. Dealer further represents and warrants that, in its performance hereunder, both Dealer and any Application developed hereunder shall comply with all applicable laws, regulations, and rules of any government body or agency or other competent authority, including all applicable privacy, privacy-related, data security, and data or information security-related laws and regulations (including, in each case, any applicable foreign laws and regulations where any Application may be sold or used).
      2. Licensed Software. DEALER EXPRESSLY ACKNOWLEDGES AND AGREES THAT NOTWITHSTANDING ANYTHING TO THE CONTRARY AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY PROVIDES THE LICENSED SOFTWARE "AS IS" WITHOUT WARRANTY OF ANY KIND UNLESS EXPRESSLY STATED OTHERWISE IN THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY FURTHER DISCLAIMS ALL OTHER WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY COMPANY OR A COMPANY AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. COMPANY MAKES NO WARRANTY THAT THE SOFTWARE WILL BE UNINTERRUPTED, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPATIBLE WITH ANY DEVICES, TIMELY, SECURE, OR ERROR-FREE.
    11. INDEMNIFICATION
      1. By Company. Company will indemnify, defend, and hold Dealer, and its agents, and employees, harmless from and against any and all claims, actions, liabilities, losses, costs and expenses (a “Claim”) arising from any third-party infringement claim that any Licensed Software alone directly infringes any intellectual property right of such third party (excluding claims described in Section (xi).b.). Dealer agrees to give Company prompt written notice of any Claim, to tender the defense to Company, and to grant Company the right to control settlement and resolution. Company agrees to pay all costs of liability, settlement, and defense, including reasonable attorney fees and costs of any such Claim. If it deems appropriate to limit or reduce its potential liability arising from a Claim, Company may cause Dealer to limit, suspend, or terminate distribution of any Company Product or Application, in one or more territories or countries, pending resolution of the Claim.
      2. By Dealer. Dealer will indemnify, defend, and hold Company, its parent, affiliates, agents, and employees harmless from and against any and all Claims arising from (a) any third-party infringement claim that any Application or Dealer intellectual property or product directly infringes any intellectual property right of such third party; or (b) Dealer’s impermissible use of the Licensed Software or any other breach of this Agreement. Company agrees to give Dealer prompt written notice of any such Claims, to tender the defense to Dealer, cooperate fully with any investigative or other requests, and to grant Dealer the right to control settlement and resolution. Dealer agrees to pay all costs of liability, settlement, and defense of any such Claim, including reasonable attorney fees and costs.
    12. LIMITATION OF LIABILITY; DAMAGES

      13. EXCEPT FOR LIABILITIES ARISING IN CONNECTION WITH EITHER PARTY’S INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT, ANY LIABILITY ARISING IN CONNECTION WITH EITHER PARTY’S BREACH OF THE CONFIDENTIALITY OBLIGATIONS UNDER THIS AGREEMENT AND A BREACH OF THE TERMS OF ANY LICENSE GRANTED TO LICENSEE IN THIS AGREEMENT OR RELATED LICENSE RESTRICTIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR USE, INCURRED BY EITHER PARTY OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT OR BASED ON A WARRANTY, EVEN IF THE OTHER PARTY OR ANY OTHER PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL COMPANY’S TOTAL AGGREGATE LIABILITY TO DEALER EXCEED THE AMOUNT OF ONE THOUSAND DOLLARS (US$1,000). SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, SO THIS EXCLUSION AND LIMITATION MAY NOT BE APPLICABLE BUT ONLY TO THE EXTENT EXPRESSLY PROHIBITED BY APPLICABLE LAW.

    13. U.S. GOVERNMENT LEGEND

      14. The Licensed Software licensed under this Agreement is “commercial computer software” as the term is described in 48 C.F.R. 252.227-7014(a)(1). If acquired by or on behalf of a civilian agency, the U.S. Government acquires this commercial computer software and/or commercial computer software documentation subject to the terms of this Agreement as specified in 48 C.F.R. 12.212 (Computer Software) and 48 C.F.R. 12.211 (Technical Data) of the Federal Acquisition Regulations (“FAR”) and its successors. If acquired by or on behalf of any agency within the Department of Defense (“DOD”), the U.S. Government acquires this commercial computer software and/or commercial computer software documentation subject to the terms of this Agreement as specified in 48 C.F.R. 227.7202-3 of the DOD FAR Supplement (“DFAR”) and its successors.

    14. MISCELLANEOUS PROVISIONS
      1. Publicity. Either Party may make public announcements, including, but not limited to, press releases and media announcements, regarding the existence of this Agreement and the relationship between the Parties. All public announcements by either Party concerning this Agreement are subject to prior written approval by the other Party, which approval shall not be unreasonably withheld. Notwithstanding anything to the contrary in this Agreement, Dealer agrees to allow Company to use Dealer’s name in Dealer lists and other promotional materials describing Dealer as a Dealer of Company applications.
      2. Export Control. Each Party hereby agrees that it will not export or re-export directly or indirectly any part of the Company IP, Licensed Software, documentation, or Confidential Information to any country to which a license is required under any laws, administrative regulations, and executive orders of any applicable jurisdiction relating to the control of imports and exports of commodities and technical data without first obtaining a license.
      3. Assignment. This Agreement and any rights or obligations hereunder may not be assigned by either Party without first obtaining the other Party's express written consent, which consent shall not be unreasonably withheld; provided, however, that Company may assign this Agreement, without obtaining Dealer’s express written consent, to (a) a successor corporation resulting from a merger or consolidation or to a purchaser of all or substantially all of Company’s assets or a majority, or controlling interest, in Company’s voting stock; and (b) a present or future subsidiary or affiliate. Any attempted assignment in violation of this Agreement shall be null and void.
      4. Force Majeure. Neither Party shall be in breach of this Agreement solely due to causes beyond the control and without the fault or negligence of such Party. Such causes may include, but are not restricted to, acts of God or of a public enemy, acts of the government in either its sovereign or contractual capacity, fires, floods, epidemics, earthquakes, quarantine restrictions, strikes, freight embargoes, power failure, or failure of subcontracted manufacturer to deliver, failure of the customary delivery systems; but in every case, the failure to perform must be beyond the control and without fault or negligence of the Party failing to perform. Each Party must inform the other Party of any Force Majeure event within five (5) business days after such Party became aware, or reasonable should have become aware, of its occurrence.
      5. Notices. Notices sent to Company shall be sent to its then-current corporate headquarters address to the attention of Company's General Counsel. Such address is available at www.snapav.com. Notices sent to Dealer shall be sent by e-mail or U.S. postal service (or a U.S. notational carrier service) to the e-mail or physical address provided by Dealer at the top of this Agreement, or as provided by Dealer in writing from time to time. All notices to Company shall be deemed received upon actual receipt, and all notices to Dealer shall be deemed received two (2) days after sending by email or five (5) days after deposited in the U.S. mail, postage prepaid.
      6. Relationship of the Parties. Each of the Parties shall at all times during the term of this Agreement act as, and shall represent itself to be, an independent contractor, and not an agent or employee of the other. Nothing stated in this Agreement will be construed as creating the relationships of joint venturers, partners, employer and employee, franchisor and franchisee, master and servant, or principal and agent. Dealer will be solely responsible for all costs, expenses, and losses associated with its use of the Licensed Software and development of any Application.
      7. Governing Law; Jurisdiction. This Agreement, and all claims or causes of action that may be based upon, arise out of, or relate to this Agreement (and any transaction or relation contemplated therein) shall be governed and interpreted under the laws of Utah, without regard to its conflict of laws principles. Furthermore, the Parties expressly submit themselves to the exclusive jurisdiction of the state and federal courts in Salt Lake City, Utah to resolve any dispute based upon, arising out of, or relating to this Agreement (and any transaction or relation contemplated therein). Both Parties waive forever any objection to the abovementioned venue and forum and agree not to plead or claim that the venue or forum is inconvenient. The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement and to transactions processed under this Agreement.
      8. Enforceability. If any provision of this Agreement is held to be unenforceable by a court of competent jurisdiction, such provision shall be more narrowly and equitably construed so that it becomes legal and enforceable, or if such construction is not possible, then the provision shall be deemed removed, and, in either case, the entire terms shall not fail on account thereof and the balance of the terms shall continue in full force and effect.
      9. No Waiver. Any of the provisions of this Agreement may be waived by the Party entitled to the benefit thereof. Neither Party will be deemed, by any act or omission, to have waived any of its right or remedies hereunder unless such waiver is in writing and signed by the waiving Party, and then only to the extent specifically set forth in such writing. A waiver with reference to one event will not be construed as continuing or as a bar to or waiver of any other right or remedy, or as to a subsequent event.
      10. Counterparts; Signature. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. The Parties agree that a signed facsimile of this Agreement (or copy thereof) and other forms of verifiable electronic signatures shall be deemed to be of the same force and effect as an original executed document.
      11. Entire Terms; Amendments. This Agreement may not be amended, supplemented, or modified in any way, except by an amendment in writing and signed by authorized representatives of the Parties. This Agreement shall inure to the benefit of and be binding upon each of the Parties and their respective successors, assigns, heirs, executors, administrators, and trustees.
      12. Injunctive Relief. Dealer acknowledges and agrees that the copying, disclosure, or use of the Licensed Software or Confidential Information, or distribution of any Application in a manner inconsistent with this Agreement may cause irreparable injury to Company for which Company will not have an adequate remedy at law. Accordingly, Company shall be entitled to seek equitable relief in court, including, but not limited to, temporary restraining orders, preliminary injunctions, and permanent injunctions. The exercise of any right or remedy provided in this Agreement shall be without prejudice to the right to exercise any other right or remedies, relief, or damages provided by law or equity, except as expressly limited by this Agreement.
      13. Headings. Section headings used in this Agreement are for the purposes of convenience only and shall not affect the legal interpretation of this Agreement. Any typos, spelling errors, incorrect or missing words, or the like in the Agreement do not limit or alter the intent of this Agreement in any way, and, upon identification by either Party, both Parties agree to amend or correct this Agreement in writing to represent the original intent.
      14. Survival. The expiration or termination of this Agreement shall not terminate vested rights of either Party from any liabilities or obligations incurred under this Agreement prior to or that, by their nature, are intended to survive expiration or termination, including, but not limited to, provisions relating to confidentiality, indemnification, and proprietary rights.

Version: March 25, 2024