ParnterAdvantage Program

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LINKSYS PARTNER ADVANTAGE PROGRAM

TERMS AND CONDITIONS

BY APPLYING TO REGISTER AS AN AUTHORIZED PARTNER WITH BELKIN INTERNATIONAL, INC ("LINKSYS"), YOU ("PARTNER") AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.

1. SCOPE AND INTERPRETATION

1.1. These Terms and Conditions, together with any Linksys policies sent to Partner from time to time, set forth the terms and conditions for Partner's authorization to purchase and resell Products from Linksys.

1.2. Words and expressions used in these Terms and Conditions will be interpreted in accordance with Annex 1.

2. APPOINTMENT

2.1. Subject to the terms of these Terms and Conditions, Linksys hereby authorizes Partner to purchase Products for resale to End Users located within the Territory (the "Authorization") from the date notified by Linksys to Partner (the "Effective Date").

2.2. The Authorization will be subject to any distribution channel and certification and specialization levels that may be required by Linksys.

2.3. These Terms and Conditions do not grant to Partner an exclusive right to purchase or sell Products, and will not prevent either party from developing or acquiring or selling competing products of other vendors or customers.

2.4. The Authorization may be revoked if there is a violation by Partner of these Terms and Conditions.

2.5. Linksys conducts quarterly and annual reviews of its partnership tiers. Partner may be moved up or down within tiers in accordance with Linksys's policies from time to time.

3. PARTNER OBLIGATIONS

3.1. Partner will:

(a) only purchase Products from Linksys or an Authorized Linksys Distributor;

(b) use demonstration and internal evaluation units of the Products solely for demonstration, internal evaluation and testing purposes;

(c) ensure that any Documentation provided by Linksys with any Product is not removed prior to resale to any End User, unless otherwise expressly directed by Linksys in writing;

(d) take all steps reasonably requested by Linksys to inform End Users of any applicable restrictions and limitations regarding the use of the Products;

(e) provide Linksys with all the reports reasonably required by Linksys from time to time;

(f) comply with all Linksys policies relating to the resale of Products, including (without limitation) any applicable advertising policies. For the avoidance of doubt, nothing in these Terms and Conditions will be construed in any sense to limit Partner's ability to freely determine its actual resale prices; and

(g) only resell Products within the channels specified by Linksys as part of Partner's Authorization, and in particular, Partner will only sell Products on those websites specified in Partner's registration application and approved by Linksys.

3.2. Partner will not:

(a) resell Products to another reseller, agent, broker or other intermediary;

(b) resell Products on any website not expressly authorized by Linksys in writing, including, without limitation, on any online marketplace platform;

(c) distribute, sell or sublicense to any third party any demonstration and internal evaluation units;

(d) represent itself as an agent of Linksys for any purpose;

(e) except as expressly permitted otherwise, give any condition or warranty, or make any representation, on Linksys's behalf;

(f) make any promises or guarantees about the Products beyond those contained in the promotional material supplied by Linksys; or

(g) incur any contractual or other liability on behalf of Linksys.

4. PROMOTIONS

4.1. Linksys may, from time to time, offer to enter into certain promotional, pricing or marketing activities or incentives ("Promotions") with Partner.

4.2. Promotions will be limited to resale made to End Users only. Except where expressly authorized by Linksys, Partner is only entitled to pass through the benefit of Promotions to one Product per household. Violation of this requirement will void Partner's entitlement to participate in any Promotion.

4.3. Unless otherwise expressly stated by Linksys, each Promotion will last no longer than one (1) Linksys fiscal quarter (as determined by Linksys in its sole discretion).

4.4. Linksys reserves the right to terminate any Promotion at its sole discretion immediately on written notice to Partner.

5. RISK AND TITLE

5.1. Risk in the Products will pass to Partner upon delivery to the carrier.

5.2. Title to the Products will not pass to Partner until Linksys has received and cleared funds for payment in full for the relevant Products.

6. SOFTWARE LICENCE

6.1. Subject to these Terms and Conditions, Linksys grants Partner a non-exclusive, non-transferable licence to distribute Software, in object code form only, as an integrated component of the Product, solely to End Users for the duration of the Authorization.

6.2. Except as permitted under any applicable open source software licence terms, Partner will not copy or duplicate any Software without the prior written consent of Linksys. Partner represents and warrants that any Updates made available to Partner for End Users will be distributed subject to the same terms and conditions as the original Software.

6.3. Linksys and/or its suppliers retain all title to, and, except as expressly licensed herein, all rights in the Software, all copies thereof and all related Documentation and materials. Any invoices of Linksys purporting to sell or transfer such items do not convey title to, or patent rights, copyrights or any other proprietary interest in such items to Partner.

7. TRADEMARKS

7.1. Partner acknowledges that Linksys and its affiliates hold all right, title and interest to the trademarks, service marks, or trade names owned, used or claimed now or in the future by Linksys (the "Marks").

7.2. Partner is permitted to use such Marks as are designated by Linksys from time to time in writing for all proper purposes in the resale of Products and the performance of Partner 's obligations hereunder only for the duration of the Authorization. Partner's use of any such Marks will be in accordance with Linksys's policies in effect from time to time, including, but not limited to, trademark usage and advertising policies.

7.3. Partner agrees not to attach any other trademarks, trade names, logos or labels to the Product other than an aesthetically proper label, identifying Partner, its location and its relationship to Linksys. Partner further agrees not to affix any Marks to any products other than those Products covered by these Terms and Conditions.

7.4. Partner agrees that upon notice from Linksys it will immediately terminate its use of a particular Mark.

8. PATENT AND COPYRIGHT INDEMNITY

8.1. Partner will have the obligation and right to defend any claim, suit or proceeding brought against Partner so far as it is based on a claim that any Product supplied under these Terms and Conditions infringes a copyright or an existing patent, issued within the Territory for the duration of the Authorization.

8.2. Linksys's obligation under Section 12.1 will be conditioned on Partner:

(a) notifying Linksys promptly in writing of the claim; and

(b) giving Linksys full authority, information and assistance for the defence and settlement of the claim.

8.3. If such claim has occurred, or is in Linksys's opinion likely to occur, Partner agrees to permit Linksys, at its option and expense:

(a) to procure for Partner the right to continue using the Product;

(b) to replace or modify the Product so that it becomes non-infringing; or

(c) if neither of the options under sub-Sections (a) or (b) is reasonably available, to immediately terminate Linksys's obligations (and Partner's rights) under the Terms and Conditions with regard to the Product, and, if Partner returns the Product to Linksys, refund to Partner the price originally paid by Partner to Linksys for the Product, less applicable credits paid to Partner, as depreciated or amortized by an equal annual amount over the lifetime of the Product, as established by Linksys.

8.4. Notwithstanding the provisions of Sections 8.1 to 8.3, Linksys has no liability for, and Partner will indemnify Linksys against, any claim based upon:

(a) the combination, operation, or use of any Product supplied hereunder with, equipment, devices, or software not supplied by Linksys;

(b) services offered or used through operation of the Products by Partner, or End User to which Partner transfers Products, or the revenue received by Partner or End User; or

(c) alteration or modification of any Product supplied hereunder.

8.5. Notwithstanding any provisions to the contrary, Linksys will not be liable for any claim based on Partner's use of the Product as shipped after Linksys has informed Partner of modifications or changes in the Product required to avoid such claims and offered to implement those modifications or changes, if such claim would have been avoided by implementation of Linksys's suggestions.

8.6. The provisions of this Section 8 state the entire obligation of Linksys and its suppliers, and the exclusive remedy of Partner, with respect to infringement of proprietary rights. The provisions are given to the Partner solely for its benefit and in lieu of, and Linksys disclaims, all warranties of non-infringement with respect to Products.

9. WARRANTIES

9.1. Partner will ensure that Linksys's standard limited warranty and other terms included with each Product are passed on to End Users. This warranty will commence on the date the End User purchases the applicable Product.

9.2. Except for the written warranty provided by Linksys with its Products, Partner will not make any representation or warranty commitment, whether written or oral, relating to that Product on Linksys's behalf. Partner will indemnify Linksys and hold Linksys harmless against any claims, losses, costs, fines, damages or losses arising in relation to any representations or warranties made in addition to Linksys's standard warranty and for any misrepresentation (whether negligent or not) of Linksys's reputation or the specifications, functionality, or compatibility of any Product.

9.3. Linksys makes no other warranties with respect to the Product and, to the extent permitted by applicable law, disclaims all other warranties and conditions, whether express or implied, including those of merchantability, satisfactory quality, non-infringement, and fitness for a particular purpose (even if that purpose is known to Linksys), or arising from a course of dealing, usage or trade practice.

10. COMPLIANCE WITH LAWS

10.1. Partner will comply with all applicable laws for the duration of the Authorization. Partner will indemnify and hold harmless Linksys for any violation by Partner of any applicable laws.

10.2. Partner acknowledges that the Products (including Product technology) it may purchase and Resell under these Terms and Conditions may be subject to export controls under the laws and regulations of the Territory and the United States. Partner shall comply with such laws and regulations governing use, export, re-export, and transfer of Linksys Products, and will obtain all required U.S. and local authorizations, permits, or licenses. Linksys 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. Partner agrees to maintain full, true, and accurate records of exports, re-exports, and transfers of the Products purchased and deployed or distributed, according to U.S. and local laws for at least six (6) years following the date or any such export, re-export, or transfer. Partner's obligation under this Section shall survive the expiration or termination of the Authorization.

10.3. Partner's record keeping will equally apply to Partner's representations and warranties in this section and to Partner's compliance with applicable laws.

10.4. Notwithstanding any other provision in these Terms and Conditions, Linksys may terminate the Authorization immediately upon written notice if Partner breaches this Section 10.

11. INSPECTION AND AUDIT

11.1. Partner will, for the duration of the Authorization, and for a further period of six (6) years following its termination:

(a) keep complete books and records containing all data reasonably required for verification of all amounts payable hereunder and as otherwise required by law; and

(b) permit Linksys and its duly authorised representatives at all reasonable times by prior notice to inspect, audit and take copies of such books and records, and will give any written explanation which may reasonably be required by Linksys in relation to them.

11.2. If any audit shows any shortfall in payments made by Partner, Partner will:

(a) reimburse Linksys for the reasonable costs of the audit; and

(b) promptly pay to Linksys any amounts shown to be owing to Linksys under the audit, together with all interest due thereon as calculated in accordance with these Terms and Conditions.

12. TERM AND TERMINATION

12.1. Partner's Authorization will commence on the Effective Date and continue until terminated in accordance with the provisions of this Section 12.

12.2. Without limiting any other rights or remedies to which it may be entitled, Linksys may terminate the Authorization by written notice, with effect from the date specified under this notice, if Partner:

(a) commits a material breach of any term of these Terms and Conditions and (if that breach is remediable) fails to remedy that breach within 30 days of being required in writing to do so;

(b) repeatedly breaches any of the terms of these Terms and Conditions in a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of these Terms and Conditions;

(c) is subject to an insolvency event; or

(d) purports to assign or otherwise transfer its rights or obligations under these Terms and Conditions in breach of Section 19.

12.3. Linksys may terminate the Authorization immediately upon written notice if Partner:

(a) breaches Section 6 (Software Licence), Section 10 (Compliance with Laws), Section 15 (Confidentiality);

(b) fails to obtain or maintain any authorisation consent, permit or approval, necessary to fulfil its obligations under these Terms and Conditions;

(c) comes under the direct or indirect ownership or control of any person, firm, company or entity which manufactures or markets products which Linksys considers competitive with the Products; or

(d) challenges or takes any step inconsistent with the intellectual property rights of Linksys.

12.4. The following provisions will survive termination of the Authorization: Section 3 (Partner Obligations); Section 5 (Risk and Title); Sections 6.2 to 6.3 (Software Licence); Section 7 (Trade Marks); Section 8 (Patent and Copyright Indemnity); Section 9 (Warranties); Section 10 (Compliance with Laws); Section 11 (Inspection and Audit); Section 15 (Confidentiality); Section 16 (Limitation of Liability); and Sections 17 to 26 (General Provisions).

12.5. Partner agrees that, in the event of any termination of the Authorization, it will have no rights to damages or indemnification of any nature, specifically including commercial severance pay, whether by way of loss of future profits, expenditures for promotion of any product, or other commitments in connection with the business and/ good will of Partner. Partner expressly waives and renounces any claim to compensation or indemnities for any termination of a business relationship.

13. EFFECT OF TERMINATION

13.1. Upon termination of the Authorization:

(a) all rights and licenses of Partner hereunder will terminate;

(b) Partner will immediately discontinue all representations that it is a Linksys partner;

(c) all monies due become payable on the effective date of termination;

(d) Partner will immediately return to Linksys all Proprietary Information and data (including all copies thereof) in Partner's possession or custody or control (retaining only sufficient material to fulfil remaining orders and to service the installed base of End Users as mutually agreed upon by Linksys and Partner) including, without limitation:

(1) all technical materials and business plans supplied by Linksys to Partner;

(2) all manuals covering the Product; and

(3) any End User or prospect lists provided by Linksys.

13.2. Upon termination of the Authorization, Linksys may, at its option, repurchase from Partner all Product in inventory (excluding Third-Party Sourced Product), which is in new and unused condition and in factory sealed boxes. Such repurchase will be at the original price paid less any deduction for price protection, other credits, discounts, promotional funds or any other benefits.

13.3. If Linksys does opt to repurchase Product, Partner will submit to Linksys within fifteen (15) business says after the effective date of termination a list of all Product owned by Partner (excluding Third-Party Sourced Product) at the effective date of the termination. Upon receipt of such list by Linksys and receipt of notice from Linksys of its exercise of this option, Partner may commence returning Product under Linksys's then-current RMA process. Partner will have up to forty-five (45) days from the effective date of termination to return Product under this section.

13.4. After receipt of any Linksys Product from Partner repurchased under this Section 13, Linksys will issue a credit to Partner's account. If the credit exceeds amounts due from Partner, Linksys will issue a cheque to Partner for the excess within thirty (30) business days from end of month in which the Product was received by Linksys.

14. FORCE MAJEURE

14.1. A party whose performance (excluding obligations to pay monies due and owing to Linksys by Partner) is prevented, restricted or interfered with by a Force Majeure Event will not be in breach of these Terms and Conditions provided that the affected party:

(a) provides the other party with prompt written notice describing the Force Majeure Event; and

(b) resumes performance of its obligations as soon as reasonably possible.

14.2. If the scheduled time of delivery of performance by a party subject to a Force Majeure Event is or will be delayed for more than thirty (30) days after the scheduled date, the other party may terminate, without liability, any purchase order or portion of a purchase order covering the delayed Products. This termination will not affect the rights of the parties in respect of any breach of these Terms and Conditions occurring before termination

15. CONFIDENTIALITY

15.1. Partner acknowledges that, in the course of selling Products and performing its duties under these Terms and Conditions, Partner, and End Users to which Partner provides access to Linksys technical data, may obtain Proprietary Information. Linksys owns and intends to maintain its ownership of all such Proprietary Information.

15.2. Partner will at all times:

(a) maintain in the strictest confidence and trust all such Proprietary Information and, subject to Section 15.3, not disclose it to any party without the prior written consent of Linksys;

(b) ensure that any employees, officers, representatives or advisers to whom it discloses Proprietary Information comply with this Section 15; and

(c) use such Proprietary Information only as required to perform its duties under these Terms and Conditions.

15.3. Partner may disclose Proprietary Information:

(a) subject to Section 15.2(b) above, to those of its employees, officers, representatives or advisers who need to know that information for the purpose of carrying out Partner's obligations under these Terms and Conditions; and

(b) as may be required by law, court order or any governmental or regulatory authority.

15.4. Partner will indemnify Linksys against all damages suffered by Linksys in the event of a breach of this Section 15.

15.5. The provisions of this Section 15 will continue to apply after termination of these Terms and Conditions.

16. LIMITATION OF LIABILITY

16.1. Nothing in these Terms and Conditions will limit or exclude Linksys's liability for:

(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);

(b) fraud or fraudulent misrepresentation; and

(c) any matter in respect of which it would be unlawful for Linksys to exclude or restrict liability.

16.2. Subject to Section 16.1:

(a) Linksys will under no circumstances whatever be liable to Partner, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for:

(1) loss of use or interruption of business;

(2) loss of actual or anticipated profits (including, without limitation, loss of profit on contracts), loss of revenue, loss of the use of money, loss of anticipated savings, loss of opportunity;

(3) loss of goodwill of loss of reputation,

(4) loss of, damage to or corruption of data; or

(5) any indirect, special, incidental, secondary or consequential loss or damage of any kind (including, without limitation, the categories expressly specified in sub-Sections (1) to (4) above) regardless of the form of act or omission, whether in contract, tort (including, without limitation, negligence), strict liability or otherwise; and

16.3. Linksys's total aggregate liability to Partner in respect of all loss or damage arising under or in connection with the Authorization, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will in no circumstances exceed USD 1,000.00

17. ENTIRE AGREEMENT

17.1. These Terms and Conditions, together with any Linksys policies sent to Partner from time to time, constitute the entire agreement between the parties and supersedes and extinguishes all previous agreements, arrangements and understandings between them, whether written or oral, relating to its subject matter.

17.2. Each party acknowledges that, in agreeing these Terms and Conditions, it has not relied on, and will have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in these Terms and Conditions.

17.3. Nothing in this Section will limit or exclude any liability for fraud.

18. AMENDMENTS

18.1. Linksys may update these Terms and Conditions from time to time by publishing updates to the Partner portal.

19. ASSIGNMENT

19.1. These Terms and Conditions will be binding on the parties and their respective successors and assigns. Except as otherwise provided in these Terms and Conditions, no party may assign, sub-contract or deal in any way with, any of its rights or obligations under these Terms and Conditions or any document referred to in it, save that Linksys may assign its rights under these Terms and Conditions to any entity in its Group.

20. WAIVER

20.1. A failure or delay by a party to exercise any right or remedy provided under these Terms and Conditions or by law will not constitute a waiver of that or any other right or remedy, nor will it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy will preclude or restrict the further exercise of that or any other right or remedy.

20.2. A party that waives a right or remedy provided under these Terms and Conditions or by law in relation to another party, or takes or fails to take any action against that party, does not affect its rights in relation to any other party.

21. SEVERANCE

21.1. If any provision of these Terms and Conditions (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part provision will, to the extent required, be deemed not to form part of these Terms and Conditions, and the validity and enforceability of the other provisions of these Terms and Conditions will not be affected.

21.2. If a provision of these Terms and Conditions (or part of any provision) is found to be illegal, invalid or unenforceable, the provision will apply with the minimum modification necessary to make it legal, valid and enforceable.

22. NOTICES

22.1. Wherever one party is required or permitted to give notice to the other pursuant to these Terms and Conditions, such notice will, unless otherwise explicitly stated in these Terms and Conditions, be deemed given when delivered via email to the email address listed below, in hand, by facsimile, overnight courier, or when mailed by registered or certified mail, return receipt requested, postage prepaid, and addressed as follows:

Notices to Linksys:
Belkin International, Inc.
12045 East Waterfront Drive
Playa Vista, California 90094, USA
Attention: General Counsel


Notices to Partner:

To the address provided at registration


22.2. Either party may from time to time change its address for notification purposes by giving the other party written notice of the new address and the date upon which it will become effective.

23. THIRD-PARTY RIGHTS

23.1. No person other than a party to these Terms and Conditions will have any rights to enforce any term of them.

24. NO PARTNERSHIP OR AGENCY

24.1. Except as expressly provided, nothing in these Terms and Conditions is intended to, or will be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, nor authorise a party to make or enter into any commitments for or on behalf of the other party. Both Linksys and Partner specifically disclaim any intent to create through these Terms and Conditions the relationship of franchisor and franchisee. Neither party will act or represent itself, directly or by implication, as an agent of the other party.

25. GOVERNING LAW AND JURISDICTION

25.1. These Terms and Conditions, and the Authorization, shall be governed by and interpreted in accordance with the law of the State of California, 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 these Terms and Conditions, Partner consents to the personal and exclusive jurisdiction of, and venue in, the state and federal courts within Los Angeles County, California.

ANNEX 1

DEFINITIONS AND INTERPRETATION

1. DEFINITIONS

1.1. The definitions set out in this Section apply in these Terms and Conditions:

Authorization

has the meaning set out in Section 2.1;

Authorized Linksys Distributor

a distributor who is currently authorized by Linksys to sell Products;

Documentation

means, as applicable to each Product, user manuals, training materials, Product descriptions and specifications, technical manuals, license agreements, the terms of any limited warranty, supporting materials and other printed information provided by Linksys relating to or supplied with the Product, whether distributed in print, electronic, CD-ROM or video format;

Effective Date

has the meaning set out in Section 2.1;

End User

means the final purchaser or licensee who has acquired Products for its own internal use and not for resale, remarketing or redistribution. An entity that performs stocking, sparing or warehousing activities for third parties or procures Linksys services for delivery to third parties is not an End User;

Force Majeure

means:

(a) Acts of God, including fire, flood, earthquake, windstorm or other natural disaster;

(b) war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, breaking off of diplomatic relations or similar actions;

(c) terrorist attack, civil war, civil commotion or riots;

(d) nuclear, chemical or biological contamination or sonic boom;

(e) fire, explosion or accidental damage;

(f) loss at sea;

(g) adverse weather conditions;

(h) collapse of building structures, failure of plant machinery, machinery, computers or vehicles;

(i) any labour dispute, including strikes, industrial action or lockouts;

(j) non-performance by suppliers or subcontractors; and

(k) interruption or failure of utility service, including but not limited to electric power, gas or water;

Marks

has the meaning given in Section 11.1;

Product

means, individually or collectively as appropriate, hardware, licensed software, Documentation, developed products, supplies, accessories, and goods to the foregoing authorized by Linksys for purchase and resale by Partner based on Partner's certification and specialization levels under the Partner program and these Terms and Conditions, excluding any product that requires special authorization, as determined from time to time by Linksys;

Proprietary Information

means all information (however recorded or preserved) disclosed or made available, directly or indirectly, by Linksys or its employees, officers, representatives or advisers to Partner, including (without limitation):

(a) the existence and terms of these Terms and Conditions;

(b) any information that would be regarded as confidential by a reasonable business person relating to:

(1) the business, affairs, customers, clients, suppliers, plans, intentions, or market opportunities of Linksys or of Linksys's group companies; and

(2) the operations, processes, product information, know-how, designs, trade secrets or software of Linksys or of Linksys's group companies; and

(c) any information or analysis derived from the Proprietary Information,

but excludes any information that:

(d) is or becomes generally available to the public (other than as a result of its disclosure by Partner or its representatives in breach of these Terms and Conditions), (except that any compilation of otherwise public information in a form not publicly known will nevertheless be treated as Proprietary Information); or

(e) was lawfully in the possession of Partner before the information was disclosed to it by Linksys as evidenced by written records; and

Territory

means the territory specified in the Authorization.