ARLO TECHNOLOGIES, Inc.
PARTNER REGISTRATION AGREEMENT
Read this Partner Registration Agreement (“Agreement”) before registering as a partner with ARLO TECHNOLOGIES, Inc. (“ARLO TECHNOLOGIES”).
By clicking ACCEPT or registering as a partner with ARLO TECHNOLOGIES, the individual clicking ACCEPT (“you”) and Partner (defined below) agree to make an offer to enter a contract based on the terms and conditions contained herein, and agree to be bound by this Agreement if ARLO TECHNOLOGIES accepts your and Partner’s offer. If you or Partner do not or cannot agree to the terms contained herein, then do not click ACCEPT or register as a partner with ARLO TECHNOLOGIES.
You and Partner acknowledge and agree that no contract with ARLO TECHNOLOGIES exists until ARLO TECHNOLOGIES provides Partner with written confirmation (which may be provided via email) that Partner has been approved to participate in the partner program, which will constitute ARLO TECHNOLOGIES acceptance of Partner’s offer. For the avoidance of doubt, neither you nor Partner may exercise any rights set forth below, including identifying as an Arlo Partner, until ARLO TECHNOLOGIES provides such written confirmation. ARLO TECHNOLOGIES is under no obligation to accept your and Partner’s offer.
1 Definitions.
Capitalized terms in this Agreement shall have the following meanings:
Added Value is the non-ARLO TECHNOLOGIES component or portion of the total solution which Partner provides to End Users in the form of Partner’s products or services, e.g. pre- and post-sales network design, configuration, troubleshooting, and support and the sale of complementary products and services that comprise a significant portion of the total revenues received by Partner from an End User of ARLO TECHNOLOGIES Products and Services. Providing financing options or sales over auction websites on the Internet does not constitute Added Value.
Affiliated Entities means, with respect to a Party, (a) the Party’s affiliates; (b) the Party and its affiliates’ respective shareholders, directors, officers, employees, affiliates, agents, representatives, licensors, suppliers and service providers; and (c) the respective successors and assigns of the foregoing. For clarity, neither you nor Partner is an Affiliated Entity of ARLO TECHNOLOGIES for purposes of this Agreement.
Confidential Information means all information disclosed by the other Party in (a) tangible form and which is designated “Confidential” or “Proprietary”; (b) disclosed orally, and summarized in writing and delivered to the other Party within 30 days of disclosure; or (c) which by the nature of the information and the circumstances of the disclosure, the receiving Party should reasonably infer to be confidential or proprietary. Confidential Information does not include information which: (i) is or becomes generally known through no fault of the receiving Party, (ii) is known to the receiving Party at the time of discloser, as evidenced by its records, (iii) is hereafter furnished to the receiving Party by a third party as a matter of right and without restriction on disclosure; (iv) is independently developed by the receiving Party without any breach of this Agreement; or (v) is disclosed in response to a valid order of a court or other governmental body or is otherwise required by law to be disclosed, provided the responding Party gives sufficient notice to the other Party to enable it to take protective measures. Notwithstanding the foregoing, the Parties agree that ARLO TECHNOLOGIES price lists, ARLO TECHNOLOGIES Programs, and product roadmaps are all deemed to be Confidential Information under this Agreement.
Distributor(s) means an entity authorized by ARLO TECHNOLOGIES to distribute and license Products and Services to resellers in the Territory.
Documentation means operating manuals, user instructions, technical literature and other written materials ordinarily provided by ARLO TECHNOLOGIES with Products or Services.
Effective Date means the later of (a) the date of Partner’s clicking ACCEPT, and (b) the date ARLO TECHNOLOGIES confirms in writing that Partner has been approved to participate in the partner program.
End User means a customer that purchases Product and Services from Partner for its own use and not for further distribution or sale.
Government Customers means government entities as well as businesses that are government-owned or government-controlled or subject to government procurement rules.
Hardware means physical components of equipment that is branded as ARLO TECHNOLOGIES equipment or that is part of a ARLO TECHNOLOGIES product line.
Laws means statutes, laws, regulations, ordinances, executive orders and the like.
Marks means trademarks, service marks, and logos owned by, ARLO TECHNOLOGIES, including without limitation Arlo and any Arlo Partner Program logos.
ARLO TECHNOLOGIES Programs means rebates, discounts, offers, promotions, or other special incentive programs provided by ARLO TECHNOLOGIES to the Distributors to be provided, in whole or in part, to Partner.
Parties means ARLO TECHNOLOGIES, you, and Partner, each a “Party.”
Partner means the company on behalf of which you are accepting this Agreement.
Product(s) means the Hardware, Software and Documentation, or any part thereof, authorized by ARLO TECHNOLOGIES for purchase and resale by Partner based on Partner’s certification and specialization levels under the partner program and this Agreement, excluding any Hardware, Software and Documentation that requires special authorization, as determined from time to time by ARLO TECHNOLOGIES.
Release means a new production version of the Software.
Services mean maintenance and support services provided by ARLO TECHNOLOGIES for Products.
Software means machine-readable object code, whether incorporated in the Hardware or delivered separately, and includes Releases.
Territory means the geographic location assigned by ARLO TECHNOLOGIES in an email notification to Partner after completion of the partner registration process.
2 Appointment of Partner; Scope of Appointment.
2.1 Appointment of Partner. Subject to the terms of this Agreement, ARLO TECHNOLOGIES hereby authorizes Partner to purchase and license Product and Services for resale to End Users located within the Territory. Partner may not resell Product or Services to another reseller, agent, broker or other intermediary in the chain of distribution, unless specifically granted the authority to do so by ARLO TECHNOLOGIES in writing. Unless otherwise authorized by ARLO TECHNOLOGIES in writing, Partner will not purchase Products or Services from any source other than ARLO TECHNOLOGIES or Distributors. Partner may distribute the Products only with all warranties, disclaimers and license agreements intact as shipped from ARLO TECHNOLOGIES. Partner will take all steps reasonably requested by ARLO TECHNOLOGIES or Distributor to inform End Users of any applicable restrictions and limitations regarding the use of the Products. This appointment is subject to any distribution channel and certification and specialization levels that may be specified by ARLO TECHNOLOGIES in email notifications to Partner after completion of the partner registration process. This paragraph does not restrict Partner’s ability to resell other companies’ products to End Users.
2.2 Scope of Appointment. In the exercise of Partner’s rights under this Agreement, Partner will always market and resell the Products in combination with substantial Added Value. Without limiting the foregoing, Partner will not make any commitments, warranties or representations, express or implied, with respect to ARLO TECHNOLOGIES, the Products or Services except as authorized in advance in writing by ARLO TECHNOLOGIES.
3 License Grants; Restrictions.
3.1 Trademark License Grant. During the term and subject to the terms of this Agreement, ARLO TECHNOLOGIES hereby grants to Partner, without charge, a nonexclusive, nontransferable, nonsublicensable right to use and display the Marks solely to indicate Partner is a reseller of Products and Services in the Territory. Partner agrees that all use of the Marks, and all goodwill arising out of such use, shall inure to the sole benefit of ARLO TECHNOLOGIES. Partner will market and distribute Product only under the Marks. Partner will use the Marks in accordance with ARLO TECHNOLOGIES trademark guidelines or style guide and if requested by ARLO TECHNOLOGIES, furnish to ARLO TECHNOLOGIES all promotional, advertising and other materials that refer to or display any Marks for ARLO TECHNOLOGIES review and approval. Use of the Marks does not create any right, title or interest of Partner in the Marks or in continuing rights to market or distribute Product. Partner agrees to cooperate with ARLO TECHNOLOGIES if ARLO TECHNOLOGIES seeks to proceed with any infringement action regarding such rights. Partner shall not register or contest ARLO TECHNOLOGIES’s ownership of any Marks or tolerate any act impairing or tending to impair any right, title or interest of ARLO TECHNOLOGIES in such Marks. ARLO TECHNOLOGIES shall, at any time, have the right to audit Partner’s use of the Marks and require Partner to modify such use as may be specified by ARLO TECHNOLOGIES.
3.2 License Grant. To the extent the Products contain or consist of Software or firmware, Partner’s appointment only grants to Partner a license to distribute to End Users in the Territory such Software or firmware and does not transfer any right, title or interest in any such Software or firmware to Partner or to any End User. The license of any such Software or firmware will be and is made pursuant to the terms and conditions of the license agreement included with each Product. Use of terms such as “sell,” “purchase,” and “price” will be interpreted in accordance with this Section 3.2.
3.3 Restrictions. Partner may not do, or authorize or assist any third party in doing, any of the following:
(a) make available any website, application, or other materials that could reasonably cause a likelihood of confusion that the website, application, or other materials are made available or endorsed by ARLO TECHNOLOGIES;
(b) make unauthorized copies, translate, reverse engineer, decompile, disassemble, otherwise attempt to derive source code or programming structure and function from or create derivative works based on the Software, or use the Software other than as part of the Product in which the Software has incorporated or for which it has been delivered; or
(c) remove or alter any proprietary notices, product identification, restrictive rights notices, copyright notices, labels, Marks, warranties, disclaimers, or license agreements on, in, or shipped with any copy of the Products or Documentation or packaging.
4 Reports.
Partner shall comply with any reasonable reporting requirements and report submission procedures established, from time to time, by ARLO TECHNOLOGIES or the applicable Distributor.
5 Pricing.
5.1 Partner Prices. The prices Partner pays for Products and Services will be set by the Distributors from which the Partner purchases such Products and Services. Subject to any limitations on ARLO TECHNOLOGIES’s right or ability to impose resale price limitations, Partner must adhere to ARLO TECHNOLOGIES’s Minimum Advertised Pricing (MAP) policy for all SKUs where ARLO TECHNOLOGIES has published a MAP price. Partner is under no obligation to advertise or display the prices suggested in the MAPP, and Partner will suffer no adverse consequences if it fails to do so.
5.2 Promotional Pricing. ARLO TECHNOLOGIES may provide the Distributors with ARLO TECHNOLOGIES Programs. Such ARLO TECHNOLOGIES Programs will apply only to resales made to one or more End Users. Any such ARLO TECHNOLOGIES Programs must be provided to the Distributors and to Partner in writing, which includes email notification from ARLO TECHNOLOGIES, and must specify a fixed time period during which such ARLO TECHNOLOGIES Program applies. If no time limit is specified in writing, the time period shall be ninety (90) days from the effective date of such ARLO TECHNOLOGIES Program. ARLO TECHNOLOGIES may condition any such ARLO TECHNOLOGIES Program on Partner’s agreement not to resell the Products and Services that are subject to the ARLO TECHNOLOGIES Program at or above particular prices determined by ARLO TECHNOLOGIES. No such condition will prohibit Partner from selling at any price below the prices established by ARLO TECHNOLOGIES.
6 Warranty.
6.1 Warranty to End User. The only warranties ARLO TECHNOLOGIES offers are those warranties provided in writing with the Product. In the event of any inconsistency between this Article 6 and any written warranties and disclaimers shipped with the Products the latter shall prevail.
6.2 Limitations on Warranty to End User. The warranty offered by ARLO TECHNOLOGIES will not apply to a Product that (a) has been sold by an unauthorized reseller; (b) has been sold through an unauthorized channel; (c) fails due to damage from shipment, handling, storage, accident, abuse or misuse; (d) has been used or maintained in a manner not conforming to product manual instructions; (e) has been modified in any way, including but not limited to the removal or alteration of any serial number; (f) is used with rechargeable batteries or inferior-quality batteries that cause damage to the Product; or (g) is repaired or modified by anyone other than ARLO TECHNOLOGIES or a ARLO TECHNOLOGIES approved agent. Without limiting the foregoing, Partner understands that any warranty ARLO TECHNOLOGIES offers will be void if Partner causes any of the foregoing conditions to be met. In addition, Products or Services are not designed or intended for use in (i) the design, construction, operation, or maintenance of any nuclear facility, (ii) navigating or operating aircraft; or (iii) operating life-support or life-critical medical equipment, and ARLO TECHNOLOGIES disclaims any express or implied warranty of fitness for such uses. ARLO TECHNOLOGIES is not responsible for backing up programs and data to protect against loss or corruption. ARLO TECHNOLOGIES warranty obligations do not include installation support.
6.3 Disclaimer. Except for the express warranties, if any, ARLO TECHNOLOGIES directly offers in writing with the Product, to the fullest extent permissible under applicable Law, all Products, Services, ARLO TECHNOLOGIES websites, and all other materials and information provided to Partner are provided on an “As Is,” “Where Is,” and “Where Available” basis, and ARLO TECHNOLOGIES expressly excludes and disclaims all warranties, whether express or implied, statutory or otherwise regarding Products, Services, ARLO TECHNOLOGIES websites, and all other materials and information provided, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose, absence of hidden defects, of non-infringement or any warranty that may arise by reason of usage or trade or course of dealing. For the avoidance of doubt, ARLO TECHNOLOGIES does not warrant that any information, links or other materials included in its websites are accurate, complete, or error-free, or that its Products or Services are error-free or will operate without problems or interruptions. All disclaimers of any kind (including in this Section and elsewhere in this Agreement) are made on behalf of both ARLO TECHNOLOGIES and its Affiliated Entities.
7 Partner Program Requirements.
7.1 Qualifications. Partner shall purchase Products and Services for resale only from Distributors, unless specifically allowed otherwise by ARLO TECHNOLOGIES. Partner shall, at all times, comply with the policies and criteria established by ARLO TECHNOLOGIES for the partner program. Partner shall maintain a sales organization, personnel with the necessary training and expertise (including engineers if applicable), facilities, and other resources sufficient to provide sales and technical service, support and assistance, and to otherwise carry out Partner’s obligations under this Agreement. A majority of Partner’s business shall be conducted through on-site, face-to-face, sales that include Added Value. For the avoidance of doubt, a company, person, or other entity that transacts the majority of its business online does not qualify to participate in this partner program. Unless otherwise authorized by ARLO TECHNOLOGIES in writing, Partner may not list Products or Services for sale on a third-party e-commerce platform, including Amazon Marketplace. Partner must maintain true and accurate records sufficient to show Partner is in compliance with this Agreement and meets the qualifications in this Section 7.1. ARLO TECHNOLOGIES reserves the right to audit such books and records or request additional information from Partner to ensure that Partner is complying with this Agreement and any ARLO TECHNOLOGIES Programs and continues to qualify for the partner program. At ARLO TECHNOLOGIES’s option, ARLO TECHNOLOGIES may disqualify Partner from the partner program or change Partner’s designated Territory, Distributors or certification and specialization levels, if ARLO TECHNOLOGIES determines Partner does not meet the then-current qualifications for any such designation.
7.2 Demonstration and Evaluation Equipment. If Partner purchases demonstration and internal evaluation units of the Products, Partner shall use these Products solely for demonstration, internal evaluation and testing purposes. Partner shall not distribute, sell or sublicense to any third party any of these demonstration or evaluation Products without the prior written consent of ARLO TECHNOLOGIES. Software licensed under any ARLO TECHNOLOGIES Evaluation Program is subject to the terms and conditions of the shrink-wrap/click-through agreement included with the Software.
7.3 Other Benefits. Partner will have access to a ARLO TECHNOLOGIES restricted-access website providing Partner with tools and resources to aid in Partner sales efforts.
7.4 Third Party Materials on Websites. For clarity, and without limiting Section 6.3 in any way, ARLO TECHNOLOGIES’s websites may contain materials subject to a third party’s rights, e.g. images for which a third party owns copyrights. Partner is solely responsible for determining that Partner’s use of materials from ARLO TECHNOLOGIES’s websites does not violate a third party’s rights, including but not limited to infringing a third party’s copyright.
8 Export Sales and Export Controls. Partner acknowledges that the Products and Services it may purchase and resell under this Agreement are subject to export controls under the laws and regulations of the Territory and the United States (U.S.). Partner shall comply with such laws and regulations governing use, export, re-export, and transfer of ARLO TECHNOLOGIES Products and Services and will obtain all required U.S. and local authorizations, permits, or licenses. ARLO TECHNOLOGIES and Partner each agree to provide the other such information and assistance as may reasonably be required by the other in connection with securing such authorizations and licenses, and to take timely action to obtain all required support documentation.
8.1 Export-Related Books and Records. Partner agrees to maintain full, true, and accurate records of exports, re-exports, and transfers of the Products or Services purchased and deployed or distributed, according to U.S. and local laws for at least five (5) years following the date of any such export, re-export, or transfer.
9 Confidentiality and Compliance.
9.1 Confidential Information. Each Party will use a reasonable degree of care to maintain all Confidential Information of the other in confidence and neither will disclose to any third party nor use Confidential Information of the other for any unauthorized purpose. Each Party may only disclose Confidential Information to those of recipients, employees and representatives as my have a need to know to accomplish the purposes of this Agreement. No rights or licenses to intellectual property in Confidential Information are granted by either Party under this Agreement, whether express, implied or otherwise. The obligations imposed on the receiving Party shall survive until such time as the Confidential Information of the other Party becomes publicly available or made generally known through no fault of the receiving Party. Partner will return all of ARLO TECHNOLOGIES’s Confidential Information immediately after Partner’s need for it has expired or upon request of ARLO TECHNOLOGIES or termination of this Agreement. Each Party agrees that the violation of the confidentiality provisions will cause irreparable injury to the other entitling the other Party to injunctive relief. Any Confidential Information disclosed prior to the Effective Date, but in anticipation of the Parties entering into this Agreement, will be treated as if it were disclosed under this Agreement (and as if this Agreement were in effect at the time of disclosure).
9.2 Compliance with Laws. Partner will comply fully with all Laws of any country, state, municipality, or the like in which Partner resells or offers to resell, or which is otherwise applicable to, the Products or Services, or ARLO TECHNOLOGIES or Partner’s business activities, including but not limited to export Laws, environmental laws, insider-trading laws, antitrust laws, labor laws and anti-bribery laws.
9.2.1 Anti-bribery Laws. Partner must comply with all applicable federal, state and local anti-bribery laws, including but not limited to United States Foreign Corrupt Practices Act. Partner must not, directly or indirectly, make, offer or issue authorization to pay any money, gift, bribes, kickbacks or anything of value to anyone, including government officials, employees or representatives of any government, company or public or international organization, or to any other third party, that is or could be perceived as intended, directly or indirectly, to improperly influence or obtain any unfair competitive advantage to obtain or retain business related in any way to ARLO TECHNOLOGIES products or services. Partner must fully comply with any rules regarding tender and bid processes. Partner may not offer employment to government employees or officials if doing so would violate applicable Laws.
9.2.2 Government Customers. Activities that may be appropriate when dealing with non-government customers may be improper and even illegal when dealing with Government Customers. If Partner sells to Government Customers, Partner must observe all laws, rules, procurement regulations and contract clauses that relate to the acquisition goods and services by such Government Customers, whether such sale is direct or indirect and including marketing or recommendation of ARLO TECHNOLOGIES products or services. If Partner sells to the U.S. Federal Government, Partner will comply with the U.S. Federal Procurement Integrity Act. There may be special prohibitions or requirements arising from statutes, regulations, and government contracts or Government Customers. In all government transactions Partner must ensure that payment is permitted before requesting fees or other compensation. Partner may be required to disclose the potential fee in writing to the customer. It is the Partner’s responsibility to determine in each instance whether a potential fee is permitted and whether disclosure is required.
9.2.3 Business Courtesies. Partner must ensure that expenditures related to Partner’s customers (such as gifts, meals or entertainment) could not be construed to be bribes or improper inducement to influence the judgment of a customer to obtain an improper advantage as related to selling or servicing of ARLO TECHNOLOGIES products or services. In addition, Partner must comply with all applicable Laws governing such expenditures.
9.2.4 Insider Trading Laws. Partner must comply fully with applicable insider trading and securities Laws governing transactions in ARLO TECHNOLOGIES securities. If Partner possesses or has access to material, nonpublic information about ARLO TECHNOLOGIES, Partner must use that information solely for the purpose for which it was provided to Partner. Partner may not use that information to trade in ARLO TECHNOLOGIES securities and Partner may not provide the information to others so they can trade in ARLO TECHNOLOGIES securities.
9.2.5 Export Laws. Partner will not export, either directly or indirectly, any Product or Services or technical information relating to such Product or Service without first obtaining any and all necessary approvals from all applicable Canadian and U.S. departments or agencies.
9.2.6 Code of Conduct. Partner will comply with the ARLO TECHNOLOGIES Partner Code of Conduct.
10 Personal Information. Partner acknowledges and agrees that ARLO TECHNOLOGIES may collect personal information about Partner’s personnel, agents, and End Users in connection with the partner program, including without limitation name, contact information, and details of purchase or partner program participation (such as completion of quizzes and certifications). ARLO TECHNOLOGIES will treat such personal information in accordance with its Privacy Policy, which is currently available at http://www.Arlo Technologies.com/about/privacy-policy/. Partner will provide any necessary notice to and obtain any legally-required consent from its personnel, agents, and End Users to permit this collection, use, transfer, and processing of personal information about them.
11 Indemnification. Partner will indemnify, defend, and hold harmless ARLO TECHNOLOGIES and its Affiliated Entities from and against any and all claims, demands, actions, litigation, investigations, damages, judgments, proceeds liens, liabilities, costs and expenses (including reasonable attorneys’ fees) in connection with or arising from (i) any breach by Partner or you of this Agreement; (ii) the use, marketing, performance, distribution, or sale (or activities in connection with any of the foregoing) of the Products, Services, Added Value, or other products or services by or on behalf of Partner; (iii) any negligent acts, errors or omissions, or misrepresentations of Partner or third parties acting on behalf of Partner while in the course of performing under this Agreement. ARLO TECHNOLOGIES and its Affiliated Entities, as applicable, may, at their option, join in the defense or settlement of any such claim with counsel of their choice, at their own expense.
12 Term; Termination.
12.1 Term. This Agreement is effective as of the Effective Date and continues for one (1) year thereafter, unless terminated earlier in accordance with this Agreement. After the initial term of this Agreement, the Agreement shall automatically renew for additional one-year periods unless notice of non-renewal is provided by one Party to the other at least thirty (30) days prior to such renewal.
12.2 Termination without Cause. Either Party may terminate this Agreement without cause upon at least thirty (30) days’ prior written notice to the other Party; provided, however, that ARLO TECHNOLOGIES may terminate this Agreement immediately upon notice to Partner within the first thirty (30) days of the Effective Date.
12.3 Termination with Cause. Either Party may terminate this Agreement for material breach which is not cured within thirty (30) days after written notice by the other Party or immediately upon notice of termination in the event of a material breach that by its nature cannot be remedied within thirty (30) days, including but not limited to a breach of Section 9.2. ARLO TECHNOLOGIES may terminate this Agreement immediately if Partner terminates its business operations; becomes insolvent; suffers the appointment of a receiver or makes an assignment for the benefit of the creditor; enters into voluntary or involuntary bankruptcy; or if there is a material change in ownership or control of Partner or a sale or transfer of substantially all of Partner’s assets; or if ARLO TECHNOLOGIES discovers any misrepresentation or omission made by Partner in connection with Partner’s participation in the partner program.
12.4 Obligations upon Termination or Expiration. Upon termination or expiration of this Agreement, all authorizations and licenses granted by ARLO TECHNOLOGIES will terminate and all rights shall revert to ARLO TECHNOLOGIES. Partner will immediately return to ARLO TECHNOLOGIES all materials, documentation, information, including Confidential Information, of ARLO TECHNOLOGIES, including all related materials that were derived from such materials, documentation, and information. Notwithstanding the foregoing, subject to the obligations and restrictions on Partner in this Agreement that would have been in effect prior to termination or expiration, with respect to any permitted ongoing activities:
(a) Licenses granted in this Agreement will survive as to all Products and Services for which purchase orders have been accepted by a Distributor on or before the termination or expiration date, except where termination is for nonpayment.
(b) Partner may sell only Products in its inventory and any additional Products for which purchase orders have been accepted by a Distributor on or before termination or expiration date, except where termination is for nonpayment.
(c) The Parties shall cooperate with each other to complete all outstanding obligations to End Users and to each other.
12.5 No Harm Upon Termination. Except as otherwise expressly provided herein, upon any termination of this Agreement, Partner shall not be entitled to, and to the fullest extent permitted by law waives, any statutorily prescribed or other compensation, reimbursement or damages for loss of goodwill, clientele, prospective profits, investments or anticipated sales, commitments or business opportunities of any kind.
12.6 Survival. The following sections shall survive termination or expiration of this Agreement: Preamble, Articles 1, 6, 11, and 13, and Sections 8.1, 9.1, 12.4, 12.5, and 12.6.
13 Miscellaneous.
13.1 Severability. If any part of this Agreement is found to be unenforceable, the remainder shall continue in full force and effect and the unenforceable provision shall be reformed so as to give maximum legal effect to the intentions of the Parties as expressed herein.
13.2 Waiver. The failure of any Party to enforce any of the terms and conditions of the Agreement shall not constitute a waiver of that Party’s right thereafter to enforce each and every term and condition of this Agreement.
13.3 Governing Law and Venue. This Agreement shall be governed by and interpreted in accordance with the law of the State of California USA except for its choice of law rules and without application of the United Nations Convention on the International Sale of Goods. For any disputes arising out of this Agreement, Partner consents to the personal and exclusive jurisdiction of, and venue in, the state and federal courts within Santa Clara County, California.
13.4 Assignment. Partner may not assign or delegate its rights and obligations under this Agreement without the prior written consent of ARLO TECHNOLOGIES.
13.5 Notices. Any notice required or permitted to be given hereunder to ARLO TECHNOLOGIES shall be in writing and shall be sent by certified mail return receipt requested, delivered by a recognized international express courier service (such as DHL or Federal Express) or delivered by hand to Legal Department, ARLO TECHNOLOGIES, Inc. 350 East Plumeria Drive, San Jose, CA 95134, USA. Any such notice shall be deemed effective when received.
13.6 Force Majeure. Except for Partner’s payment obligations, neither Party will be responsible for any failure to perform due to causes beyond its reasonable control.
13.7 Independent Contractors. The relationship established by this Agreement is that of independent contractors and nothing contained in this Agreement shall be construed to: (i) give either Party the power to direct and control the business activities of the other, (ii) constitute the Parties in a legal relationship of partnership, joint venture, franchise or otherwise as participants in a joint or common undertaking, or (iii) allow either Party to create or assume any obligation on behalf of the other Party for any purpose whatsoever.
13.8 Limitation of Liability. Notwithstanding anything else in this Agreement, the cumulative and aggregate liability of ARLO TECHNOLOGIES, arising out of this Agreement or sale of the Products or Services shall be limited to the amount paid by Partner to its Distributor for Products or Services in the three months immediately preceding the event or situation giving rise to such liability. In no event shall ARLO TECHNOLOGIES have any liability for any lost profits, loss of data or costs of procurement of substitute goods or services, or any special, indirect or consequential damages arising out of this Agreement, under any theory of liability, including, without limitation, those resulting from the use of Products or Services, or the failure of Products or Services to perform, or for any other reason. These limitations shall apply notwithstanding the failure of the essential purpose of any limited remedy. All limitations of liability of any kind (including in this Section and elsewhere in this Agreement) are made on behalf of both ARLO TECHNOLOGIES and its Affiliated Entities.
13.9 Entire Agreement. This Agreement supersedes all prior agreements, commitments or representations between the Parties, whether oral or written, that govern partner registration with ARLO TECHNOLOGIES as well as any downloaded or translated version of the Agreement, whether or not such downloaded or translated version is signed by either Party.
13.10 Updates and Amendments. This Agreement, along with other materials on the ARLO TECHNOLOGIES websites, may be updated from time to time. ARLO TECHNOLOGIES reserves the right to change elements of the partner program at its discretion. Partner is solely responsible for checking ARLO TECHNOLOGIES websites for updates and for continued compliance with all applicable partner program requirements. Partner’s continuing participation in the partner program constitutes acceptance of ARLO TECHNOLOGIES then-current terms and conditions. Any changes to this Agreement will not apply to any dispute between you or Partner and ARLO TECHNOLOGIES arising prior to the date on which ARLO TECHNOLOGIES posted the revised Agreement incorporating such changes, or otherwise notified you and Partner of such changes.
13.11 Authority. You and Partner represent and warrant that you have the authority to enter into this Agreement on behalf of Partner.
