Policies & Legal Resources

End User License Agreement

INTRODUCTION

By using the software downloaded from Snap One, LLC, a North Carolina limited liability company (“Company”), or that is embedded on any of Company’s products, regardless of brand, such as Control4 and OvrC products, any other Company software or application, including any updates or upgrades thereto (collectively the “Software”), or any services provided by Company including those related to the products or Software (collectively the “Product”), even if you are not asked to click, tick a box, or take some other step to accept them, you agree to the terms of this End User License Agreement (“EULA”) between you and Company. If you are entering into this agreement on behalf of an organization, you represent and warrant that you have the authority to enter into this EULA on behalf of the organization, and that the organization agrees to be bound by all of the terms of this EULA. IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, OR IF YOU DO NOT HAVE AUTHORITY TO ENTER INTO THIS EULA ON BEHALF OF THE ORGANIZATION OR ULTIMATE END USER OF THE PRODUCT, YOU MAY NOT USE THE PRODUCT SOFTWARE AND YOU MAY CHOOSE TO PROMPTLY RETURN THE PRODUCT. Your use of (a) the website(s) located at www.control4.com, www.snapav.com, and any other web pages owned or operated by Company or which link to this EULA (collectively the “Website”) or (b) services accessed through the Website or software or applications that may be downloaded to your Product, mobile device, tablet, personal computer or other device, including any online accounts that you have with us as an end user and any digital services that Company provides to enable you to better use your Product, is governed by the Terms of Use, available at www.snapone.com/legal. Any information that you provide to Company or is collected through the Product is governed by the terms of the Company’s Privacy Policy located at www.snapone.com/legal. Your purchase of the Product is governed by the limited warranty, the terms of which are provided with the Product. The terms and conditions of this EULA describe the permitted uses and user(s) of the Software.

LICENSE GRANT

Provided that you comply with all terms and conditions of this EULA and pay all applicable fees, Company grants you a non-exclusive, non-transferable, internal, limited license to use the applicable Software hereby licensed to you, in executable object code form only, solely for use on the applicable device that you own or control and solely for use in conjunction with the applicable Products. All rights of every kind that are not expressly granted to you in this EULA are entirely and exclusively reserved to and by Company. You may use the Products solely as expressly provided in this EULA. You may not rent, lease, loan, sublicense, modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Product, nor assist or permit anyone else to do so.

INTELLECTUAL PROPERTY AND COMPANY’s TRADEMARKS

The Software and associated documentation and all worldwide copyrights, trade secrets, and other intellectual property rights therein are the exclusive property of Company and its licensors. Company and its licensors reserve all rights in and to the Software not expressly granted to you in this EULA. The Software is licensed to you, not sold, under this EULA. There are no implied licenses in this EULA. All suggestions or feedback provided by you to Company with respect to the Software shall be Company’s property.

Company names, brand, and Product names and all related names, logos, designs, and slogans are Company’s trademarks. You may not use or display such marks, or any substantial similar marks, in whole or in part in any jurisdiction, without the prior written permission of Company. All other names, logos, product and service names, designs and slogans featured on Company’s Products are the trademarks of their respective owners.

OPEN SOURCE; THIRD PARTY LICENSES

Certain items of independent, third-party code may be included in the Software that are subject to a third-party license, including without limitation, an open source license such as the GNU General Public License (“GPL”) or other open source licenses (“Third-party Software”). The Third-party Software is licensed under the terms of the license that accompanies such Third-party Software. Nothing in this EULA limits your rights under, or grants you rights that supersede, the terms and conditions of any applicable end user license for such Third-party Software. In particular, nothing in this EULA restricts your right to copy, modify, and distribute such open source Software that is subject to the terms of the applicable license (available at www.control4.com/opensource and/or www.snapone.com/legal).

TERM AND TERMINATION

This EULA and the license granted hereunder are effective on the date you first use the Product and shall continue for as long as you own the Product, unless this EULA is terminated earlier as provided under this section. Company may terminate this EULA at any time if you fail to comply with any terms hereof or fail to pay any fees when due to Company. You may terminate this EULA effective immediately upon written notice to Company. In the event of any termination of this EULA or your rights hereunder, all provisions of this EULA except the License Grant above shall survive such termination and you agree to continue to be bound by these terms. Upon termination, you agree to immediately cease using and destroy all copies of the Software.

If you have purchased the Products in a jurisdiction in which you are entitled to a cooling-off period between purchase and download of any digital aspect of a Product, you hereby waive your rights to a cooling-off period in order to download the digital aspect of the Product within that cooling-off period.

DISCLAIMER OF WARRANTY

NOTWITHSTANDING ANYTHING TO THE CONTRARY AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY PROVIDES THE SOFTWARE “AS IS” WITHOUT WARRANTY OF ANY KIND UNLESS EXPRESSLY STATED OTHERWISE. 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, TIMELY, SECURE, OR ERROR-FREE.

LICENSE RIGHTS, USE RESTRICTIONS AND MAINTENANCE

Company reserves all rights not expressly granted to you in this EULA. Without limiting the generality of the foregoing, you shall not (except to the limited extent expressly permitted by applicable law): (a) copy, modify, rent, lease, sell, distribute, use as a service provider for third parties or other similar type of environment, sublicense, translate, or reprogram the Software or any portion thereof; (b) timeshare the Software, make the Software available to others on the Internet or any on-line service, or allow others to copy, access or use the Software; (c) reverse engineer, decompile, or disassemble the Software; (d) use any individual component of the Software in a standalone mode; (e) create derivative works based upon the Software; (f) use the Software to perform any activity that is or may be, directly or indirectly, unlawful, harmful, threatening, inhibiting, abusive, harassing, tortuous, or defamatory, nor to perform any activity that breaches the rights of any third party; (g) take any actions that would cause the Software to become subject to any open source or quasi-open source license agreement not otherwise applicable; or (h) transfer the Software or your license rights under this EULA, in whole or in part.

IN ADDITION, IN NO EVENT DOES COMPANY AUTHORIZE YOU OR ANYONE ELSE TO USE THE SOFTWARE WHERE THE SOFTWARE’S FAILURE TO PERFORM CAN REASONABLY BE EXPECTED TO RESULT IN SIGNIFICANT PHYSICAL INJURY, OR IN LOSS OR PROPERTY, OR IN LOSS OF LIFE. ANY SUCH USE IS ENTIRELY AT YOUR OWN RISK, AND YOU AGREE TO INDEMNIFY AND HOLD COMPANY HARMLESS FROM ANY AND ALL CLAIMS OR LOSSES RELATING TO SUCH UNAUTHORIZED USE.

Company may from time to time develop patches, bug fixes, updates, upgrades and other modifications to improve the performance of the Software (“Updates”). You acknowledge that you may be required to install Updates to use the Software and you agree to promptly install any Updates Company provides. In addition, you acknowledge that Company may update the Software without requiring any additional consent or action from you, and you consent to Company automatically updating the Software, as described above by connecting to the Company server. If you do not wish to receive such Updates, your remedy is to discontinue using the applicable Internet services in conjunction with the Software or discontinue using the Software.

LIMITATION OF LIABILITY

NOTWITHSTANDING ANYTHING TO THE CONTRARY BUT SUBJECT TO THE LAST SENTENCE OF THIS SECTION, (A) COMPANY WILL NOT BE LIABLE TO YOU, OR ANY THIRD PARTY, FOR ANY LOSS OF USE, LOST DATA, LOST PROFITS OR INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES RELATING TO THE PRODUCTS OR THIS EULA, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND (B) COMPANY’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THE PRODUCTS AND THIS EULA, WHETHER IN CONTRACT OR TORT OR OTHERWISE, SHALL NOT EXCEED IN THE AGGREGATE THE PORTION OF THE FEES PAID FOR THE PRODUCTS DURING THE SIX MONTHS IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY OR REPLACEMENT OF DEFECTIVE MEDIA OR PROVISION OF A REASONABLY SIMILAR PRODUCT, AS DETERMINED IN COMPANY’S SOLE DISCRETION. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. COMPANY DISCLAIMS ALL LIABILITY OF ANY KIND OF COMPANY’S SUPPLIERS, DISTRIBUTORS, DEALERS, THIRD PARTY SERVICE TECHNICIANS AND INSTALLERS. COMPANY IS NOT RESPONSIBLE FOR ANY LIABILITY ARISING OUT OF CONTENT PROVIDED BY YOU OR A THIRD PARTY THAT IS ACCESSED THROUGH THE PRODUCT AND/OR ANY MATERIAL LINKED THROUGH SUCH CONTENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, SO THIS EXCLUSION AND LIMITATION MAY NOT BE APPLICABLE IN SUCH JURSIDICTIONS.

YOUR INDEMNIFICATION OF COMPANY

You agree to defend, indemnify and hold harmless Company, and its officers, directors, employees, consultants, agents, and other representatives, from and against any and all suits, claims, actions, proceedings, damages, demands, injuries, liabilities, losses, costs and expenses (including reasonable attorneys’ fees), arising from or related to: (a) your negligence or willful misconduct; (b) your use of the Products; (c) your breach of any of your representations, warranties, obligations, or covenants in this Agreement; and (d) your use of Third-Party Content, defined below.

THIRD-PARTY CONTENT

The Software may give you the ability to access content, such as music or video services, television or other material, controlled or provided by third parties (“Third-Party Content”). Your right to use the Software is subject to the terms of any licenses relating to such technology and data, which are hereby incorporated in this EULA by this reference. You understand and acknowledge that: (a) Third-Party Content providers may restrict or revoke your access to their content at any time; (b) Company is not responsible for and has no editorial control over any Third-Party Content, and Company does not sponsor or endorse any such content; and (c) Company has no control over the distribution of Third-Party Content. You agree that Company will have no liability to you or to any third parties, including without limitation to anyone else who uses your Products or system into which such Products are integrated, with regard to any Third-Party Content. You also agree and declare that any and all Third-Party Content accessed or transferred by you or your guests using the Software, Services or the Products are for personal, non-commercial use and will not be used to illegally copy, display or otherwise make use of Third-Party Content without authorization from the appropriate rights holder. Unauthorized copying or distribution of copyrighted or trademarked work or marks may constitute an infringement of the copyright or trademark holders’ intellectual property rights. Company reserves the right to terminate your account if you infringe or may infringe (in Company’s reasonable discretion) upon the intellectual property rights of others. In addition, steps intended to defeat or bypass security measures designed to prevent infringement of the intellectual property rights of others may be illegal under U.S. law or comparable foreign laws. Company reserves the right to terminate your account if you develop or use any method to defeat or bypass such security measures and to take any other necessary or appropriate action to prevent infringement of the intellectual property rights of others.

USER CONTRIBUTIONS

You may, through use of the Website or Products, have access to message boards, chat rooms, bulletin boards and other interactive features Company hosts, that allow users to post content or materials (collectively, “User Contributions”) where other users can view them. You are responsible for any User Contributions that you submit and you have full responsibility for such content, including its legality, reliability, accuracy and appropriateness. Any User Contribution that you post will be considered non-confidential and non-proprietary and Company and other users may use, copy and distribute it. Your User Contributions must not contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, contrary to any relevant law, or otherwise objectionable.

DEALERS ARE INDEPENDENT CONTRACTORS, NOT AGENTS OF COMPANY

You are required to purchase your Products from an independent Company dealer or distributor (hereafter referred to simply as “dealer”) authorized to sell such Product and by purchasing such Product you acknowledge that your selection of such dealer or distributor is at your independent discretion and choice. You are responsible to select a competent dealer that meets your expectations. Such dealer may offer additional installation, configuration or ongoing maintenance services. You acknowledge that your dealer is an independent service provider and is not an employee, partner, joint venture, or agent of Company, and has no right to bind Company legally or otherwise make commitments on behalf of Company. While such dealers receive training regarding Company Products, Company has no control over the actions of its dealers and will have no responsibility or liability for the acts or omissions of your dealer, and Company hereby expressly disclaims any such responsibility or liability. Any disputes, which may arise between you and your dealer, are to be resolved between you and your dealer.

You agree to allow Company to share collected information and data about your network, system and associated products with your dealer in order to provide improved technical, product and software support through Company’s BakPak, OvrC and other similar remote monitoring services.

RESTRICTED RIGHTS

The Software is commercial in nature, and is a “Commercial Item,” as that term is defined in 48 C.F.R.§2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation,” as such terms are defined in 48 C.F.R. §252.227-7014(a)(5) and 48 C.F.R. §252.227-7014(a)(1), and used in 48 C.F.R. §12.212 and 48 C.F.R. 227.7202, as applicable. Pursuant to 48 C.F.R. §12.212, 48 C.F.R.§252.227-7015, 48 C.F.R. §227.7202 through 227.7202-4, 48 C.F.R. §52.227-19, and other relevant sections of the Code of Federal Regulations, as applicable, the Software and all related publications, commercial computer software, and commercial computer software documentation are distributed and licensed to United States Government end users, if at all, with only those rights as granted to all other end users, according to the terms and conditions contained in this EULA.

EXPORT CONTROLS

You agree to comply with all export and import laws and restrictions and regulations of any applicable United States or foreign agency or authority, and not to export, re-export or import the Software or any direct product thereof in violation of any such restrictions, laws or regulations, or without all necessary approvals. For example, you may not export or re-export any commodities, software, or technical data received from Company, or any direct product of such commodities, software or technical data, to any proscribed country, party, or entity listed in the applicable laws, regulations, and rules of the U.S. government, or any applicable foreign governmental authority, unless properly authorized. As applicable, you and Company each shall obtain and bear all expenses and responsibility relating to any necessary EULAs and/or exemptions with respect to its own export or re-export of the Software. The information regarding export laws set forth herein is not necessarily complete, and you should refer to the relevant governmental authority for more information.

MISCELLANEOUS

(a) This EULA constitutes the entire agreement between you and Company concerning the subject matter hereof, and may only be modified by a written amendment signed by you and an authorized executive (Vice President or higher) of Company. (b) Except to the extent that applicable law (if any) provides otherwise, this EULA shall be governed by the laws of the State of Utah, excluding its conflict of law provisions. (c) You expressly agree that jurisdiction for any claim or dispute arising from the use of the Products resides in the federal and state courts of the State of Utah and you consent to the personal jurisdiction thereof. (d) This EULA shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods. (e) YOU AND COMPANY EACH HEREBY UNCONDITIONALLY WAIVE YOUR AND ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION ARISING DIRECTLY OR INDIRECTLY OUT OF, RELATED TO, OR IN ANY WAY CONNECTED WITH THE PERFORMANCE OR BREACH OF THIS AGREEMENT, AND/OR THE RELATIONSHIP THAT IS BEING ESTABLISHED BETWEEN YOU AND COMPANY. The scope of this waiver is intended to be all encompassing of any and all disputes that may be filed in any court or other tribunal (including, without limitation, contract claims, tort claims, breach of duty claims, and all other common law and statutory claims). Any cause of action by you with respect to the Products (and/or any content, information, data, files, software, products or services related thereto) must be instituted within one (1) year after the cause of action arose or be forever waived and barred. All actions shall be subject to the limitations set forth in the Terms. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THE WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS, OR MODIFICATIONS TO THIS AGREEMENT, AND RELATED DOCUMENTS, OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THIS TRANSACTION OR ANY RELATED TRANSACTION. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS, THE PRODUCTS MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED. In the event of litigation, this Agreement may be filed as a written consent to a trial by the court. (f) If any part of this EULA is held invalid or unenforceable, that part shall be construed to reflect the parties’ original intent, and the remaining portions remain in full force and effect, or Company may at its option instead terminate this EULA. (g) The controlling language of this EULA is English. If you have received a translation into another language, it has been provided for your convenience only. (h) A waiver by either party of any term or condition of this EULA or any breach thereof, in any one instance, shall not waive such term or condition or any subsequent breach thereof. (i) You may not assign or otherwise transfer by operation of law or otherwise this EULA or any rights or obligations herein. Company may assign this EULA to any entity at its sole discretion. (j) This EULA shall be binding upon and shall inure to the benefit of the parties, their successors and permitted assigns. (k) Neither party shall be in default or be liable for any delay, failure in performance (excepting the obligation to pay) or interruption of service resulting directly or indirectly from any cause beyond its reasonable control.

AMENDMENTS TO THIS EULA

Company may revise and update this EULA from time to time at its sole discretion. If Company makes material changes to this EULA that will affect you, you may be notified through a notice on the homepage or landing page of any online account or app that these Terms cover, or via email (at the email address you provide). Notwithstanding the foregoing, all changes are effective immediately when Company posts them at www.snapone.com/legal. Your continued use of the Products following the posting of a revised EULA means that you accept and agree to the changes. If you do not agree to any changes to this EULA then you must stop using any Product covered by them.

Last updated: October 2021

Remote Monitoring Software License Agreement and Terms of Use For Authorized Dealers & Installers

1. About These Terms

This Remote Monitoring Software Licence Agreement and Terms of Use (the “Terms”) governs the relationship between us, Snap One, LLC and our group companies which include subsidiaries that are owned directly and indirectly by Snap One, LLC (“Company”, “we” or “us”), and you, an authorized dealer of our connected products and services (“Dealer“, “you“, “your“) related to our Software (as defined below).

As an authorized Dealer, you supply your customers (“End-Users“) with our Products (as defined below) and enable their use of the Products. Some of our Products come embedded with firmware that enables remote monitoring capabilities through the Software. You may provide services of your own in relation to the Products (see the definition of “Your Services”) that require you to have remote access to and make use of aspects of the Products. You may use our Software only in accordance with these Terms. In addition to these Terms, your status as an authorized Dealer may be governed by terms of a Dealer Agreement or other Terms of Use with the Company (the “Dealer Agreement”), and any use of our Software is subject to the applicable terms in that agreement as well, and nothing in this Agreement supersedes or negates any obligations in your Dealer Agreement. Any violation of these Terms or your Dealer Agreement may be cause for us to terminate you as an authorized dealer of the Company, in additional to pursuing any other remedies available to us.

We have a separate Privacy Policy that explains what personal data we collect and how we use it, you may have been provided with our Privacy Policy previously and it is also available here www.snapone.com/legal.

If you are an individual accepting these Terms on behalf of another person, a company or organization, you must have the authority to do so and to bind that person, company or organization to these Terms, both in relation to your own use, and that of all employees and contractors who will provide Your Services.

2. Defined Terms

When we use the defined terms below, they have the following meanings:

Applicable Law: any laws, legislation, regulation or legal provision (including binding case law), in force from time to time which apply to a party.

IP: patents, copyright and related rights, trademarks, business names and domain names, goodwill and the right to sue for unfair competition, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which exist or will exist now or in the future in any part of the world.

Personal Data: Information relating to an identified or identifiable individual, who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number (like a customer number or vehicle registration number), location data, an online identifier (like an IP address or e-mail address), or video/ surveillance feed.

Privacy Policy: A document that sets out how an organization uses Personal Data, including, among other things, details of what Personal Data is collected, how it is used, who can access it, and (in some states and countries) what the legal basis for handling the Personal Data is.

Processing (of Personal Data): Anything done with or to Personal Data, whether or not by automated means, including collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.

Products: Products produced by us, or sold to our Dealers and by our Dealers to End Users, including the connected features and firmware that are built into certain of the Products, enabling them to integrate to a household, business or wider network, to interact with other devices, as well as any websites and apps we operate and any online accounts that End Users may create with us.

Software: the software, including any downloadable software, software as a service, or related interfaces, that is provided to you by us, which enables collection of any data from any Product, and/or allows the remote monitoring or accessing of Products, including for the purpose of trouble shooting or improving networking or automation systems in which the Products are present. Software includes without limitation Bakpak, OvrC, Luma and Invision.

Your Services: any services performed by you for, or on behalf of or for, the ultimate benefit of an End User (whether or not for payment) with, upon, or in relation to, our Products or the systems in which our Products are installed, including but not limited to installation and set-up, ad hoc and regular trouble shooting and servicing, updates, maintenance, remote access, collection and transmission of data (including Personal Data).

3. Changes to these Terms

We may revise and update these Terms from time to time at our sole discretion. If we make material changes to these Terms or our Privacy Policy that will affect you, we will let you know either through a notice on the homepage or landing page of any online account or app that these Terms cover, or via e-mail (at the e-mail address you provide). All changes are effective immediately when we post them at www.snapone.com/legal. Your continued use of our Software and continued delivery of Your Services following the posting of revised Terms means that you accept and agree to the changes. If you do not agree to any changes to these Terms then you must stop your use of any Software, which you acknowledge may impact your ability to continue to provide certain features of Your Services.

4. Privacy Responsibilities

Both parties will comply with all applicable requirements of Applicable Law.

You may be asked to provide End Users with copies of our Privacy Policy and End User Terms of Use and/or End User License Agreement. It is essential that you provide such documentation (including updates to it), in the format we require, to End Users upon and in accordance with our instruction. Failure to do so may result in the loss of your authorized Dealer status and may cause a revocation of your license to use our Software.

Other than Personal Data that you collect on our behalf and transmit directly to us such as basic Product registration information, and the MAC Address and IP address, etc. that we collect directly from the Product without your involvement, you are the Data Controller of all End Users’ Personal Data that you handle in the course of your role as an authorized Dealer (including, but not limited to, the provision of Your Services).

Being Data Controller means that you are legally responsible for keeping Personal Data safe and secure and for ensuring that your collection, storage, sharing and use of Personal Data always takes place in accordance with Applicable Law. Note that we collect certain Personal Data directly from End Users and for the data that is transmitted directly to us without your involvement, such as a product’s MAC ID etc., we shall be the Data Controller. Without prejudice to the generality of this Section, you will ensure that you have all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to us for the duration and purposes of this agreement.

You should have your own privacy policy available to End Users explaining how you use their Personal Data.

If you use any third parties to collect, store or handle Personal Data for you, they will be a Data Processor, acting on your behalf. This includes any independent contractors that you use. In some states and countries, you must have a written agreement in place with Data Processors before allowing them access to Personal Data.

5. Data Management

As a Data Controller of End User Personal Data, you have specific obligations to End Users, relating to privacy and data handling, under Applicable Law. If a Dealer fails in its obligations to an End User, it is likely to have a negative impact upon our reputation and that of our Products. Accordingly, we require that you adhere to the terms of this Section in relation to your handling of End User, unless they conflict with Applicable Law. You must:

(a) Collect and process Personal Data only after obtaining written permission to do so and in line with your agreement with Customers or otherwise on their clear instructions, unless you are required by Applicable Law to process the Personal Data for other purposes;

(b) Ensure that you have in place appropriate technical and organizational measures, which can be reviewed and approved by us, upon request, to protect against unauthorized or unlawful processing of personal data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorized or unlawful access to such data, processing or accidental loss, destruction or damage and the nature of the data to be protected;

(c) Respond to any request relating to data privacy, from an End User made under Applicable Law, or provide such information or assistance as we may reasonably require to enable us to respond to any such requests received by us;

(d) Comply with your obligations under Applicable Law with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators and provide us with any information or assistance as we may reasonably require in order to enable us to meet any obligations to which we are subject;

(e) Notify us without undue delay and in any event within 24 hours on becoming aware of a Personal Data breach which impacts End Users;

(f) Ensure that you have entered into any agreements with third party data processors as are required by us or by Applicable Law, which incorporate terms that are substantially similar to those set out in this clause 5, remembering that you remain fully liable for all acts or omissions of any third-party data processor appointed by you.

Further, more detailed Guidance on privacy and customer care is provided in our Privacy Guidelines, which may be found at www.snapone.com/legal.

6. Access, Security, and Updates

Your ability to access our Products and Software in order to provide Your Services is very important to us. We will make all commercially reasonable efforts to ensure that all of our online services for use in connection with our Products and Software, remain available to authorized users and that our Products or Software remain functional. However, we cannot always control Internet access, and we will not be liable if for any reason all or any part of the Products or Software are unavailable at any time or for any period. You are responsible for making all arrangements necessary for you to have Internet access to make use of the Software to the extent necessary to enable you to deliver Your Services. We may at any time, in our absolute discretion decide to alter, amend, modify, terminate or change any functionality or aspect of the Products and Software, and we make no guarantee that any functionality or aspect of the Products and Software will continue to operate or be available for any particular period of time.

We may also in our absolute discretion make available upgrades, bug fixes, patches and other error corrections and/or new features (collectively, including related documentation, “Updates”) to our Products and Software. Updates may also modify or delete, in their entirety, certain features and functionality. You agree that we have no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. You shall promptly download and install all Updates that are made available to you and shall, if and where required to do so, make Updates available to End Users. You acknowledge and agree that our Products and Software may not properly operate and it may be impossible for you to deliver Your Services, should you fail to accept Updates or make them available to End Users. You acknowledge that we may update Products and Services without requiring any additional consent or action from you, and you consent to us doing so. If you do not want such Updates, your sole remedy is to stop using the Products and Software and to stop providing Your Services. We will not be liable for your inability to deliver Your Services, as a result of a change or reduction in availability, functionality or efficacy of the Products and Services or as a result of any Update.

All Updates will be deemed part of our Products and Software and be subject to all terms and conditions of these Terms.

To access the Software or connected aspects of the resources our Products offer, you may be asked to provide certain registration details or other information or to ask the End User to do so. When so asked, you must provide information that is correct, current and complete or require the End User to do so. You must, and must advise End Users to, treat any user-name, password and any other registration details needed to access the connected aspects of our Products as confidential, and not disclose them or permit their disclosure to any other person or entity, or allow any other person to use them to access the Products or obtain Your Services.

You must notify us immediately upon becoming aware of any unauthorized access to or use of such account or information provided by us to End Users.

7. License Grant

Provided that you comply with all terms and conditions of these Terms and pay all applicable fees, Company grants you a non-exclusive, non-transferable, internal, limited license to use the applicable Software including firmware included with the Products or Services in executable object code form only, solely for use on the applicable device that you own or control, or as instructed by us, and solely for use in conjunction with the sale or installation of applicable Products and Services or the lawful delivery of Your Services to End Users.

Our Products and Software, their IP, including features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof) are owned by the Company, its licensors or other providers of such material and are protected as such. The Company reserves all rights not expressly granted to you in these Terms or our Privacy Policy. You agree that you will not:

a) reproduce, distribute, modify, translate, reprogram, reverse engineer, decompile, disassemble, create derivative works of, publicly display, republish, download, store, transmit, copy or use any portion of our IP, Products and Software or any part of them, including their features or functionality, without our express, written consent;

b) use our IP, Products or Software to perform any activity that is or may be, directly or indirectly, unlawful, harmful, threatening, abusive, harassing, tortious, or defamatory, nor to perform any activity that breaches the rights of any third party;

c) use our IP, Products or Software to monitor or remotely access or modify a third party’s network unless and until you have explicit prior permission of that third-party to do so, and then only for the limited purpose of fulfilling the such third-party’s request for monitoring and (if applicable) remote trouble shooting of networking problems; take any actions that would cause our Products or Software to become subject to any open source or quasi-open source license agreement not otherwise applicable; or

d) transfer your license rights under these Terms, in whole or in part.

8. Third Party IP and Open Source IP

The Products and Software may contain or rely for use upon independent, third-party code that is subject to the GNU General Public License (“GPL”) or other open source licenses (“Open Source Software”). The Open Source Software is licensed under the terms of the license that accompanies such Open Source Software. Nothing in these Terms limits your rights under, or grants you rights that supersede, the terms and conditions of any applicable end user license for such Open Source Software. In particular, nothing in this agreement restricts your right to copy, modify, and distribute such Open Source Software that is subject to the terms of the applicable license.

9. Trademarks

Our Company names, brand, and Product names and all related names, logos, designs, and slogans are our trademarks. You may not use or display such marks, or any substantial similar marks, in whole or in part in any jurisdiction, other than through the use of authorized materials provided to you by the Company, without the prior written permission of the Company, and in accordance with any applicable Branding Guidelines, including as may be posted at www.snapone.com/legal. All other names, logos, product and service names, designs and slogans featured on our Products and Services are the trademarks of their respective owners.

10. Prohibited Uses

You agree not to use our Products or Software in any way, including in the delivery of Your Services, that violates any Applicable Law. You agree not to use our Products or Software or to deliver Your Services in a way that inhibits anyone’s use or enjoyment of the Products and Software, or in any way that may harm the Company or End Users, or may expose them to liability. Additionally, you agree not to use the Products or Software or deliver Your Services in any manner that could threaten the security of our IP or disable, overburden, damage, or impair the Products or Software.

11. Export Obligations

You agree to comply with all export and import laws and restrictions and regulations of any applicable United States or foreign agency or authority, and not to export, re-export or import the Software or any direct product thereof in violation of any such restrictions, laws or regulations, or without all necessary approvals. By using and/or downloading any such materials from us or via the Products and Services, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country to which such import, export, or re-export is prohibited or are not a person or entity to which such export is prohibited. These assurances and commitments shall survive any termination of these Terms and your use of the Products and Services.

12. Disclaimer of Warranties

We cannot and do not guarantee or warrant that files available for downloading from the Internet or via the Products or Services will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data.

WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER MATERIAL DUE TO YOUR USE OF THE PRODUCTS OR SOFTWARE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON ANY LINKED WEBSITE WHETHER SUFFERED BY YOU OR AN END USER. YOUR USE OF THE PRODUCTS, THE SOFTWARE, AND THEIR CONTENT AND ANY DATA OBTAINED THROUGH THE PRODUCTS OR SOFTWARE IS AT YOUR OWN RISK. THE PRODUCTS, THE SOFTWARE, AND THEIR CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE PRODUCTS OR THE SOFTWARE. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE PRODUCTS, THE SOFTWARE, THEIR CONTENT OR ANY DATA OBTAINED THROUGH THE PRODUCTS OR THE SOFTWARE WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR PRODUCTS, SOFTWARE OR THE SERVER THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE PRODUCTS, THE SOFTWARE OR ANY DATA OBTAINED THROUGH THE PRODUCTS, THE SOFTWARE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

13. Limitation on Liability

IN NO EVENT WILL COMPANY OR ANY OF ITS SUPPLIERS BE LIABLE TO YOU, ANY END USER, OR ANY THIRD-PARTY FOR ANY LOSS OF USE, LOST DATA, LOST PROFITS OR INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES RELATING TO THE PRODUCTS, SERVICES OR THESE TERMS, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ADDITION, COMPANY’S TOTAL, CUMULATIVE LIABILITY ARISING FROM OR RELATED TO YOUR USE OF THE PRODUCTS OR SOFTWARE, WHETHER IN CONTRACT OR TORT OR OTHERWISE, SHALL NOT EXCEED THE LESSER OF (I) THE FEES ACTUALLY PAID BY YOU TO COMPANY FOR THE SOFTWARE GIVING RISE TO LIABILITY IN THE SIX MONTHS IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO LIABILITY OR (II) $100. COMPANY DISCLAIMS ALL LIABILITY OF ANY KIND OF COMPANY’S SUPPLIERS, DISTRIBUTORS, DEALERS, THIRD-PARTY SERVICE TECHNICIANS AND INSTALLERS. COMPANY IS NOT RESPONSIBLE FOR ANY LIABILITY ARISING OUT OF CONTENT PROVIDED BY YOU OR A THIRD-PARTY THAT IS ACCESSED THROUGH THE PRODUCT AND/OR ANY MATERIAL LINKED THROUGH SUCH CONTENT. YOU ALSO AGREE THAT THE FOREGOING EXCLUSIONS AND LIMITATIONS OF LIABILITY ARE A REASONABLE ALLOCATION OF THE RISK BETWEEN THE PARTIES, FORM A MATERIAL PART OF THIS AGREEMENT, AND WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY LIMITED REMEDY PROVIDED TO YOU FAILS IN ITS ESSENTIAL PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

14. Indemnification

You agree to defend, indemnify and hold harmless the Company, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms or your use of the Products or the Software , including, but not limited to, the delivery of Your Services and any use of content available from or via the Products or the Software, other than as expressly authorized in these Terms or your use of any information obtained from or via your use of the Products or the Software.

15. Fees and Subscriptions, Termination

If the Products or Software that you are using are subject to a minimum or maximum term, or subject to an ongoing subscription for which fees are payable, either by you or an End User, you will have been informed of this at the time of purchase or subscription. These Terms are effective as of the date of your acceptance and may be terminated by us at any time for any or no reason with at least 30 days’ notice to you or immediately if you breach any of these Terms, including for non-payment of any fees owed to us by you. Upon termination, all rights granted to you under these Terms will also terminate and you must cease all use of the Products and Services, including the delivery of Your Services, unless otherwise agreed.

If you have purchased the Products and Software in a jurisdiction in which you are entitled to a cooling-off period between purchase and download of any digital aspect of a Product or Software, you hereby waive your rights to a cooling-off period in order to download the digital aspect of the Product or Software within that cooling-off period.

Company may terminate these terms and the right any license granted hereunder at any time. The obligations in Sections 4, 5, 10-15, and 16-17 shall survive termination.

16. Jurisdiction

The Products and the Software are not intended to submit the Company to the laws or jurisdiction of any state, country or territory other than those of the state of Utah in the United States The laws of the state of Utah (without regard to conflict of law principles) will govern the enforcement of these Terms and any disputes that may arise hereunder or result from your use of the Products or the Software, and you agree to submit to the exclusive personal jurisdiction and venue of any state or federal court located therein (except that we retain the right to bring any suit, action or proceeding against you for breach of these Terms in your country of residence or any other relevant country) and, to the extent possible, you waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts. Any cause of action by you with respect to the Products or the Services (and/or any content, information, data, files, software, products or services related thereto) must be instituted within one (1) year after the cause of action arose or be forever waived and barred. All actions shall be subject to the limitations set forth in the Terms. The language in the Terms shall be interpreted as to its fair meaning and not strictly for or against either party.

17. Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS, THE PRODUCTS OR THE SOFTWARE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

18. Force Majeure

The Company shall not be liable to you for any delay or failure to perform any obligation to you, if the delay or failure is due to unforeseen events which occur after the signing of this Agreement and which are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or telecommunications or data networks or services, or refusal of a license by a government agency.

19. No Waiver

No waiver by the Company of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.

20. No Partnership or Agency

Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorize any party to make or enter into any commitments for or on behalf of any other party.

21. Entire Agreement

These Terms, any Dealer Agreement and our Privacy Policy constitute the sole and entire agreement between you and us with respect to their subject matter and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Products or the Services.

Form last updated: February 25, 2020


We and our Partners aspire to meet the highest ethical and social standards at SnapAV. Click here to learn more about our Partner Code of Conduct.

Environmental, Social, and Governance Policy

Snap One continues to implement Environmental, Social and Governance (“ESG”) policies focused on protecting the environment, promoting social equity, and exemplifying good governance. We believe that such policies align with our mission to make lives more enjoyable, connected, and secure, and that continuously improving our ESG practices helps us attract new employees, customers, and investors.

Environmental

Snap One recognizes and embraces our role in protecting the environment in the communities where we, our Partners, and customers, live and work. By way of reaffirming our corporate ownership of environmental stewardship, we prioritize responsible waste management and energy conservation, including the following initiatives:

  • Reduce, Re-use, Recycle Initiative started in 2020 to reduce waste at distribution centers: The majority of our inbound ocean freight master pack boxes are re-used for outbound Boxes that cannot be re-used are consolidated and recycled.
  • Packing Material Re-Use (Hebron, KY): We began a project to re-use cardboard boxes as packing material by using a cardboard perforator to convert cardboard to paper mesh netting that replaces bubble wrap and airbags; also reducing the amount of cardboard Snap One pays other companies to
  • OvrC/4Sight platforms: Our use of these platforms conserves energy by reducing the need for Partner site visits to end customers and enabling end customers to manage their power consumption more easily.

Social

We are committed to attracting, developing, and retaining a highly qualified, diverse, and dedicated workforce that encourages and fosters safety, innovation, employee development, and open communication. We believe that fair and equitable pay is essential for any successful organization. We offer competitive pay to attract, motivate, and retain exceptional talent and a comprehensive benefits package to provide for our employees’ health, welfare, and retirement needs.

Diversity, Equity, and Inclusion

We promote a workplace culture of inclusiveness, dignity, and respect for all employees and a safe, appropriate, and productive work environment. Our policies and initiatives include:

  • Equal Employment Opportunity and Commitment to Diversity Policy: We commit to making all employment-related decisions, to recruit and hire individuals and to conduct all personnel actions without regard to race, color, national origin, genetic information, gender identity, religion, age, sex, sexual orientation, disability, veteran status or any other status or condition; and also prohibit unlawful harassment and discrimination at our work facilities, as well as off-site.
  • Diversity, Equity, and Inclusion (DEI) Council. We created an employee-sponsored DEI Council to promote our shared vision of equality and belonging that facilitates community outreach, development workshops, and team member inclusion We also created a Women in Tech group that focuses on education and awareness and hosts outside speakers, book clubs, and mentoring programs for employees and our Partners.
  • Community Involvement: Snap One participates, both directly and through its support of an employee-run non-profit organization, for various philanthropic initiatives, including supporting and raising funds for CMS foundation, AAPI LGBTQ youth, fighting homelessness, and providing scholarships for students of color interested in

Employee Engagement

Snap One recognizes that engaged and enabled employees are better at home, in their communities, and inside our Company. With this in mind, we strive to create a culture and environment in which our employees thrive. Additionally, we support our employees in meeting their career goals through a range of development tools, resources, and opportunities, including providing: a Company-wide employee recognition platform, open forums with executives through periodic Town Hall meetings, performance reviews, and feedback between employees and managers, and employee management surveys to hear employees’ perspectives and measure employee satisfaction and the impact of our human capital management initiatives and programs.

Governance

Business Ethics

Snap One is committed to high standards of ethical, moral, and legal business conduct, including the following policies and initiatives:

  • Partner Code of Conduct: We have high expectations of our vendors and require that they adhere to various standards of conduct concerning legal compliance, anti-corruption and bribery, fair competition, intellectual property, privacy and information security, anti-discrimination, and global trade laws and regulations, including the prohibition of slavery, child labor or human trafficking in any part of the supply
  • Employee Code of Business Conduct and Ethics: Employees’ business dealings are subject to high ethical standards for honesty, integrity, and appropriate care concerning conflicts of interest, fair competition, confidentiality, fair dealings with business partners and customers, political contributions, payments to government personnel, and insider All employees undergo training for insider trading and sign off on all Employee Handbook provisions regarding our ethical standards, including anti-retaliation and misconduct reporting.
  • Whistleblower Hotline. We believe that open and honest communications are the expectation, not the exception. To align with that goal, we employ an independent third-party dedicated Whistleblower Hotline to encourage employees and others to report suspected breaches of our Code of Conduct and any illegal or unethical activity, including fraud, abuse, and other misconduct in the workplace, while cultivating a positive work

Guidelines for Retail Partners

Privacy and Customer Care Whitepaper
Guidelines for Snap One Dealers and Installers

Who and what are these guidelines for?
These Guidelines have been produced by Snap One (referred to as we, us, and our in these Guidelines) for the use of our authorized dealer/installers around the World (referred to as our Retail Partners, you, or your).

The way that our connected Products and the Services work, means that we (and often you) will be collecting personal information from your Customers and End-Users. Some of this information is collected when they make a purchase or sign up for a subscription, some of it is collected as they use the Products and Services. Collecting this sort of information can pose privacy issues for you, us, and the End-users/Customers. We have produced these Guidelines to help all of our Retail Partners, across the globe to get to grips with the privacy implications and obligations that come from selling our Products and providing Services alongside them.

These Guidelines are not a substitute for legal advice, and it is very important that you seek legal support that enables you to meet the responsibilities you have to Customers and End-Users wherever you do business.

These guidelines do set out the minimum standards that we expect of all our Retail Partners but they are not specific to a particular country, state, or legal system and it is imperative that you meet all legal requirements that apply to you.

In these Guidelines we use a number of key terms and we have set out what they mean below:

Applicable Privacy Laws: All laws and regulations governing the use of Personal Data at international, national, state and local level to which any Retail Partner is subject.

Collecting: Obtaining Personal Data from, or about, any living person (including Customers and End-Users), whether directly from them or from their use of Products and Services.

Controller: A person, company or other organization which, alone or jointly with others, decides how, when, why, to what extent and on what legal basis to Process Personal Data.

Customers: Purchasers of our Products and Services, whether on their own behalf, or on behalf or an organisation, or another person, or people, for their own personal use or for that of other End-Users.

Data Transfer: A movement of Personal Data from one organization to another. This includes transmission of Personal Data and making it accessible to view and download. Data Transfers may take place between group companies, across state lines, and across international borders.

End-Users: Individual Users of Products and/or Services, whether or not they were also Customers.

EU Law: means any law in force in the European Union or any law in force in a member state of the European Union including the Applicable Privacy Laws.

Personal Data: Information relating to an identified or identifiable individual, who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number (like a customer number or vehicle registration number), location data, an online identifier (like an IP address or email address).

Also including Special Category Personal Data, which is any information revealing something about an individual’s racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, genetics, biometrics health, sex life, or sexual orientation.

Personal Data Breach: A breach of security (online, physical or both) leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data, whether Transferred, stored, or otherwise Processed;

Privacy Policy/ Privacy Notice: A document (physical or online) that sets out how an organisation uses Personal Data, including, among other things, details of what Personal Data is Collected, how it is used, who can access it, and (where Applicable Privacy Law requires) what the legal basis for Processing the Data is.

Privacy Regulator: A public authority which is established by Applicable Privacy Laws, responsible for regulating the Processing of Personal Data in a country, or region.

Privacy Shield: The EU-U.S. Privacy Shield framework.

Processing: Anything done with or to Personal Data, whether or not by automated means, including collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.

Processor: Any person or organisation which Processes Personal data on behalf of a data Controller.

Products: Our products, including the connected features that are built into them, enabling End-Users to integrate them into a household or wider network, to interact with other devices and any downloadable software that is provided to End-Users by us or by our Retail Partners, to facilitate their use.

Services: Any digital services we or our Retail Partners provide to enable End-Users better to use our Products; any websites and apps (both public and private areas), to which End-Users can be granted access; and any online accounts that End-Users can create to facilitate their ongoing use of the Products.

If your business has already received other privacy advice, do you still need to read these guidelines?
Yes! We recognize that our Retail Partners come in different shapes and sizes. Some may have extensive privacy programs of their own, with different legal obligations depending upon the jurisdictions in which they operate. However, because you are ambassadors for our Products and Services, it is important to us that you meet certain minimum standards and treat the Personal Data of Customers and End-Users with respect, in addition to your compliance with all Applicable Privacy Laws.

The Basic Commitments

Although the requirements of Applicable Privacy Laws vary, we expect all of our Retail Partners to be able to make the following commitments:

  1. To Process the Personal Data of Customers and End-Users only at their request, in accordance with an agreement that we or you have with them (such as an End-User Licence Agreement or Terms of Purchase), or as required by law.
  2. To implement appropriate technical and organizational measures to ensure a level of security appropriate to the risks to Customers and End-Users that are presented by the Processing.
  3. To take all reasonable steps to ensure that only authorized personnel with suitable training and privacy obligations and restrictions have access to Customer and End-User Personal Data.
  4. Only to hire third parties to assist in the delivery of Products or the performance of the Services in accordance with Applicable Privacy Laws.
  5. To avoid doing anything that may place you, us or Customers in breach of applicable Privacy Laws and will tell us if our instructions to you run contrary to what the Applicable Data Privacy Laws permit.
  6. To assist us to fulfil any requests received by Customers or End-Users to exercise their rights under Applicable Privacy Laws, or to respond to any requests or queries from Privacy Regulators; including cooperating any request from a by a Customer or End-User to remove your access to any project, system or any other mechanism by which Person Data is collected, to delete any Personal Data in your possession that, and to cooperate with us in doing the same;
  7. To inform us immediately of any Data Breach or suspected Data Breach that might compromise Customer or End-User Personal Data or put it at risk;
  8. To ensure that Data transfers always take place subject to appropriate legal safeguards.

What information should Retail Partners provide to Customers and End-Users?
When a Customer purchases a Product from you it is essential that you provide them with a copy of any Privacy Policy/Notice that we have given to you to pass on; it will explain our responsibilities as a Data Controller to the Customer.

If you are Collecting and Processing any Personal Data from Customers or End-Users, other than to pass directly to us, you will be a Data Controller of that Personal Data and you should also have a Privacy Policy/Notice. The contents of your Privacy Policy/Notice will vary depending upon where you are based and the requirements of Applicable Privacy Law.

For example, we expect that any Privacy Policy/Notice would be compliant with Applicable Privacy Laws and should, at a minimum contain the following things:

  • Your identity and contact details, and, if you have one the details of your Data Protection Officer or head of privacy.
  • The purpose for the organization to process an individual’s Personal Data and its legal basis (see below under Where to go for more information).
  • Any recipient or categories of recipients of an individual’s Personal Data (this might be us in some cases).
  • The details regarding any Data Transfer and the safeguards taken for international transfers.
  • The retention period or criteria used to determine the retention period of Personal Data.
  • The existence of each Individual’s legal rights under Applicable Privacy Law.
  • The right to lodge a complaint with you and/or a Privacy Regulator.

Rights of Customers and End-Users
The rights of Customers and End-Users will vary significantly depending upon which Applicable Privacy Laws you are bound by and you should find out what these are.

In the EU all Customers and End-Users, whose Personal Data you Collect and Process, will have the following rights, and many other jurisdictions, have similar rights, so we expect our Retail Partners to meet these high standards even if not currently selling in the EU:

  • The right to be informed that you are Processing their Personal Data;
  • The right of access to certain information about your Processing and in some cases to a copy of the Personal Data in your possession or control;
  • The right to insist that you rectify any inaccurate Personal Data about them in your possession or control;
  • The right to request the erasure of out of date or superfluous Personal Data in your possession or control;
  • The right to restrict Processing in some circumstances;
  • The right to data portability (to move data to an alternative supplier of a service);
  • The right to object to direct marketing (e.g. email, phone, and text marketing); and
  • Certain other rights in relation to automated decision-making and profiling.

If they apply to you under Applicable Privacy Laws, you must implement processes for dealing with the right to access, the right to object and the right to erasure.

Security and Legal Safeguards

Security Standards and expectations vary across the world but we expect our Retail Partners to meet high standards when it comes to protecting Personal Data and, as a minimum, you must comply with any standards set down by Applicable Privacy Law. This means that:

  • Access to the personal data is restricted to those on a need-to-know basis.
  • Access to Personal Data is monitored and recorded (e.g. by keeping an access log).
  • Up to date and adequate technical measures are taken to protect Personal Data including, by example only, password protected systems and equipment, firewall use and virus scanning.

Robust physical measures are in place to protect Personal Data including, by example only, locked doors, alarms, appropriate security surveillance, enforced ID and access policies.

Data requests from Customers and End-Users
You may receive queries from Customers and End-Users about how you or we use their Personal Data. How you reply will depend upon the Applicable Privacy Law you are bound by. You should always provide a response within at least 30 days. This is required by EU law, and is good practice elsewhere.

If you receive a query from a Customer or End-User that relates to how we (Snap One) use their Personal Data, you must forward the query to us immediately by email legal@snapone.com.

Managing Data Breach Situations
If you become aware of a Data Breach or suspected Data Breach involving Customer or End-User Personal Data you must inform us immediately so that we can determine whether we need to take steps to safeguard Personal Data and/or take other steps. You can report a Data Breach or suspected Data Breach to us via this email address: dpo@snapone.com.

We also recommend that you take immediate independent legal advice and, where necessary, technical advice, to manage the situation. You may need to notify the Customers and End-Users of the situation and may have to make a report to your Privacy Regulator.

Where to go for more information
Your local counsel or Privacy Regulator will be able to provide you with information about your obligations under Applicable Privacy Law.

Who to contact at Snap One
If you have any questions about these Guidelines then please get in touch with us at dpo@snapone.com.

All regulatory documentation can be found here: https://www.control4.com/docs/regulatory

All patent documentation can be found here: https://www.control4.com/legal/patents

Surge Protector Equipment and Connected Equipment Replacement Policy

This Surge Protection Equipment and Connected Equipment Replacement Policy (“Policy”) provides additional protection to owners of certain Snap One, LLC (the “Company”) surge protection products that reference this Policy on their respective product pages (“Covered Surge Protection Products”). Note that these Covered Surge Protection Products are still subject to the Company’s Standard Limited Hardware Warranty located at https://www.snapone.com/legal (the “Limited Hardware Warranty”) for damage or malfunction of the Covered Surge Protection Products themselves, but we offer addition coverage for damage to products connected to a Covered Surge Protection Product if such Covered Surge Protection Product fails, subject to the terms and conditions outlined in this Policy.

Surge Damage Replacement Policy
Valid only in the United States and Canada. If your Covered Surge Protection Product sacrifices itself while protecting your connected equipment during its Warranty Period, you may request a replacement product, which may be satisfied, at the Company’s discretion, by providing you with a product that is substantially functionally equivalent to the damaged Covered Surge Protection Product. The Warranty Period for your Covered Surge Protection Product can be found on the specific product page on the Company’s website, https://www.snapav.com/shop/en/snapav/home. In order to make such a request, you must follow the procedures for obtaining warranty service outlined in Section 3 below [NOTIFICATION].

Connected Equipment Replacement Policy
Valid only in the United States and Canada. It is the policy of Company that it will, in its sole discretion, replace, pay to replace at fair market value, or pay to repair equipment that is damaged by an AC power, cable, telephone, or lightning surge while connected to a properly installed Covered Surge Protection Product during its Warranty Period. COMPANY’S RESPONSIBILITY AND LIABILITY IS LIMITED TO A MAXIMUM DOLLAR AMOUNT THAT IS LISTED ON THE COVERED SURGE PROTECTION PRODUCT PAGE ON THE COMPANY’S WEBSITE UNDER THE CONNECTED EQUIPMENT GUARANTEE (https://www.snapav.com/shop/en/snapav/power), OR, IF NONE, THEN $25,000. Company must determine that the Covered Surge Protection Product shows signs of surge damage or is performing below its design specifications, relative to its surge protection capability, and under all the circumstances failed to protect the connected equipment.

THIS POLICY IS SUBJECT TO THE ADDITIONAL CONDITIONS AND LIMITATIONS BELOW:

1. PROOF OF PURCHASE REQUIRED: This Policy extends to the original purchaser of the Covered Surge Protection Product only and is non-transferable. Original purchase receipts must accompany any product return or claim for connected equipment damage. Covered Surge Protection Products purchased outside of Company’s internet website do not carry valid Connected Equipment Protection Policy protection unless purchased from an Authorized Company Dealer.

2. PROPER INSTALLATION: Company AC surge protectors must be directly plugged into a properly grounded 3-wire AC outlet. Extension cords, non-grounded two prong adapters, or other non-Covered Surge Protection Products must not be used. Building wiring and other connections to protected equipment must conform to applicable codes (NEC or CEC). No other ground wires or ground connections may be used. All wires (including, e.g., AC power lines, telephone lines, signal/data lines, coaxial cable, etc.) leading into the protected equipment must first pass through a single Covered Surge Protection Product, and may not exceed the number of products or include products not of a type for which the particular Covered Surge Protection Product was designed as specified in the applicable technical Spec Sheets furnished by Company, available with the Covered Surge Protection Product or on the Company’s websites (“Documentation”). The Covered Surge Protection Product and the equipment to be protected must be indoors in a dry location, and in the same building. Company installation instructions and diagrams must be followed.

CAUTION: Audio/Video, computer and/or telephone system installations can be very complex systems, which consist of many interconnected components. Due to the nature of electricity and surges, a single protector may not be able to completely protect complex installations. In those cases, a systemic approach using multiple protectors must be employed. Systemic protection requires professional design. AC power, satellite cables, CATV cables, or telephone/network lines entering the system that do not pass through this Covered Surge Protection Product will render this Policy null and void. For additional information on how to protect your system, please contact Company before connecting your equipment to the Covered Surge Protection Product.

3. NOTIFICATION: You must notify Company within 14 days of any event precipitating a request for product replacement or payment for connected equipment damage. A product incident report (PIR) must be obtained from the Company Customer Relations Department at www.snapav.com/support, completed and returned to the Company within 14 days of the event that damaged you believe damaged your equipment. At the time that you make a PIR with Company, you must notify Company if you believe you have a claim for damaged connected equipment.

Once you obtain a Return Merchandise Authorization (“RMA”) number from the Company, please mark the number on the bottom of the Covered Surge Protection Product and pack it in a shipping carton/box with enough packing material to protect it during transit. The RMA number must also be clearly marked on the outside of the carton. Ship the Covered Surge Protection Product to Company at address provided. Please note that you are responsible for any and all charges related to shipping the Covered Surge Protection Product to Company.

If connected equipment damage was indicated on your RMA request, Company will request the make and model of all connected equipment, a connection diagram of your system, as well as other information and documentation based on the extent of the request for product replacement or payment for connected equipment damage. All requests by Company are to be completed and returned within 30 days of the request. Be sure to note its configuration before disconnecting your equipment.

4. DETERMINATION OF FAILURE: Company will evaluate the Covered Surge Protection Product for surge damage. The Covered Surge Protection Product must show signs of surge damage or must be performing below the product’s specifications relative to its surge protection capability. Opening the enclosure, tampering with, or modifying the Covered Surge Protection Product in any way shall be grounds for an automatic denial of your request for payment. Company, after evaluating all information provided, shall, in its sole discretion, determine whether or not the request is eligible for payment.

If the Covered Surge Protection Product shows no signs of AC power or signal line surge damage and is working within design specifications, Company will return the Covered Surge Protection Product to you explaining the test results and notifying you of the rejection of your claim. Company reserves the right to inspect the damaged connected equipment, parts, or circuit boards. Please note that you are responsible for any and all charges related to shipping the damaged equipment to Company. Company also reserves the right to inspect the customer’s facility. Damaged equipment deemed uneconomical to repair must remain available for inspection by Company until the claim is finalized.

5. REQUEST PAYMENTS: Once Company has determined that you are entitled to compensation, Company will, at its sole discretion, pay you the present fair market value of the damaged equipment, pay for the cost of the repair, send you replacement equipment, or pay the equivalence of replacement equipment, up to an aggregate maximum dollar amount that is listed on the Covered Surge Protection Product Page on Company’s website under the Connected Equipment Guarantee (https://www.snapav.com/shop/en/snapav/power) or, if none, $25,000.

6. OTHER INSURANCE/WARRANTIES: The coverage provided pursuant to this Policy is secondary to any existing manufacturer’s warranty, implied or expressed, or any insurance and/or service contract that may cover the loss.

7. EXCLUSIONS: This Policy does not apply to and does not provide coverage for service charges, installation costs, reinstallation costs; setup costs; diagnostic charges; periodic checkups; routine maintenance; loss of use of the product; costs or expenses arising out of reprogramming or loss of programming and/or data; shipping charges or fees; service calls; loss or damage occasioned by fire, theft, flood, wind, accident, abuse or misuse, and products subject to manufacturer’s recall or similar event. All other limitations of liability and limitations of remedies contained in the Limited Hardware Warranty and not explicitly modified herein continue to apply to these Policy terms.

DISPUTE RESOLUTION: Will be in accordance with the Legal Procedures outlined in the Limited Hardware Warranty.

8. GENERAL: If you have any questions regarding this Policy, please contact the Company Customer Relations Department at support@snapone.com.

Standard Purchase Order Terms and Conditions

Standard Purchase Order Terms and Conditions

The following Standard Purchase Order Terms and Conditions (“Terms”) apply only to transactions where there is not a signed, written agreement (a “Supply Agreement”), duly executed between Snap One (the “Company”) and Supplier. If there is such a Supply Agreement, then the terms of that Supply Agreement shall govern the transaction and relationship of the parties. Absent such a written agreement, these Terms shall govern the transaction and relationship between the Supplier and Company. Snap One explicitly rejects and disregards any other terms and conditions offered by Supplier that add to or differ from Snap One’s Terms.

Definitions

  • Confidential Information. “Confidential Information” means any information disclosed by a Party to the other Party whether furnished before, on, or after the date of this Purchase Order, either directly or indirectly in writing, orally, or by inspection of tangible objects (including, without limitation, research, product plans, products, services, customers, markets, software, inventions, processes, designs, drawings, engineering, hardware configuration information, or marketing or financial documents) either marked or identified as confidential or, if a reasonable person would recognize such information as confidential or proprietary considering the nature and circumstances of disclosure. Confidential Information will also include (a) the Purchase Order; (b) technical matters concerning each Party’s trade secrets, know-how, data, formulas, inventions (whether or not patentable or copyrighted), specifications and characteristics of products or services planned or being developed, and research subjects, methods and results; (c) each Party’s pricing, policies, markets, and sales strategies; (d) matters relating to each Party’s project initiatives and designs; or (e) other information of a similar nature not generally disclosed to the public.
  • Documentation. “Documentation” means the written instructions, user guides, and user manuals for the Products, whether in electronic or paper form, provided by Supplier upon delivery of Products and any such materials provided by Supplier in connection with any updates, modifications, and improvements to any software provided hereunder.
  • End Customer. “End Customer” means the ultimate purchaser and end-user of the Products.
  • Epidemic Failure. “Epidemic Failure” means the occurrence of one or more material failures in the Products supplied by Supplier during the Product Warranty period (as set forth herein), due to a single root cause, discovered either in testing or in the field at a failure rate over any rolling 90-day period exceeding 5% of such Products delivered during such period.
  • Firmware. “Firmware” means Licensed Software that is embedded in a Product.
  • Hardware. “Hardware” means all tangible devices and tangible system components, including any embedded Firmware that Supplier makes available to Company or an End Customer under this Purchase Order
  • Intellectual Property. “Intellectual Property” means the applicable Party’s proprietary intellectual property, including, without limitation, the patents and patent applications owned, licensed, or filed and related materials and the Marks, and proprietary information that is not generally known, including (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.
  • Licensed Software. “Licensed Software” means the machine-readable, object-code version of Supplier’s software (whether or not embedded in a Product as Firmware), including all related Documentation, and including any modified, updated, or enhanced versions of the software or Documentation, that Supplier makes available to Company or an End Customer under the Purchase Order.
  • Marks. “Marks” means the applicable Party’s current and future logos, trade names, and other trademarks.
  • Party. “Party” means Company or Supplier individually as the context requires. “Parties” means both Company and Supplier.
  • Product. “Product” means any Hardware, Firmware, Licensed Software, and/or materials supplied by Supplier as specified in the Purchase Order.
  • Purchase Order. “Purchase Order” means a written order issued by Company to Supplier containing a description of the Product(s) to be purchased, the purchase quantity, the purchase delivery schedule, the nominated carrier, the routing instructions, the destination, and confirmation of the price.
  • Specifications. “Specifications” means the physical, technical, functional, and/or performance requirements for the Products as set forth more specifically in the Purchase Order.

Delivery

  • General. All Products will be delivered to Company (or its designated location) FCA at the named shipping point (Incoterms 2020) or as specified in the Purchase Order, using Company’s specified standard shipping. The Product will be packed and marked for shipment appropriately, and packing slips must accompany all shipments. In the event that Supplier is unable to meet the delivery date at the specified location as set forth in the Purchase Order, Supplier is responsible for any incremental fees or costs associated with expedited shipping for the fastest available freight and delivery to Company for any such delayed Products.
  • Time of the Essence. Each Party acknowledges that the timely delivery of ordered Products is of the essence and vital to the success of this business arrangement. Supplier will pay any additional freight expenses incurred in connection with an expedited shipment arising from a shipment delay or other cause attributable to Supplier, and Company may cancel all or part of any order not shipped within the timeframe specified in the Purchase Order.

Inspection and Acceptance

  • Testing and Inspection. Company may inspect and perform tests of the Products at any reasonable time and place. If such inspection is made on Supplier’s premises, Company will provide Supplier with 10 business days advance notice and Supplier will provide reasonable facilities for such inspection and testing.
  • Acceptance. Final inspection and acceptance by Company will be conducted withing 20 days of the receipt of the applicable Products at Company’s specified receiving destination (except as otherwise agreed in a writing signed by both Parties). Any Products not rejected, as defined below, within such 20 day period will be deemed to be accepted by Company.
  • Rejection. Company may, within 20 days of receipt of any Products at Company’s receiving destination, reject Products that fail to conform to the Specifications and defined functional test metrics loaded into Company’s designated PLM platform. In the event of a rejection, Supplier will pay all costs and expenses to return, repair, or replace such nonconforming Product. If Supplier is unable to cure any defect within 15 days of notice from Company of a rejection, Company may at its discretion terminate the applicable Purchase Order and Supplier will be liable for any resulting damages.

Warranty

  • Product Warranty. Supplier warrants to Company and its End Customers that for a period of 48 months from the date of sale by Company, or its dealer or distributor, to the End Customer (excluding prototype or qualification units not intended for delivery to End Customers) that the Products will conform to the Specifications and will be free from manufacturing defects in materials and workmanship under normal use and service. As set forth below, Company (or Company’s agent) may return directly to Supplier any defective Product that does not conform to the Specifications. Any repaired or replaced Product must be warranted as set forth in this Section for a period equal to the greater of (i) the balance of the applicable warranty period relating to such Product or (ii) 90 days after it is received by Company.
  • Exclusions. The warranty above does not include Products that have defects or failures resulting from alterations, modifications, or repairs by Company or third parties. For any out-of-warranty Products, Company may request that Supplier perform repairs, in which event Company agrees to pay the specified repair fees. Supplier warrants such repairs for 90 days (workmanship only).
  • Software or Firmware Warranty; Enhancement. Where applicable and as part of the Product Warranty set forth above, Supplier will fix, without charge, any reproducible software or Firmware defect that is documented by Company.
  • EPIDEMIC FAILURE. IN THE EVENT THAT THERE IS AN EPIDEMIC FAILURE WITH ANY PRODUCT PROVIDED BY SUPPLIER TO COMPANY THAT REQUIRES A FIELD RECALL, AND IT IS DETERMINED THAT SUCH FAILURE ARISES FROM OR IS RELATED TO A BREACH IN THE WARRANTY AS DEFINED IN THIS SECTION, SUPPLIER WILL BE RESPONSIBLE FOR ALL COSTS RELATED TO THE RECALL, REPAIR, AND REPLACEMENT OF SUCH PRODUCT IN THE FIELD.
  • Additional Warranties. Supplier hereby represents and warrants to Company that:
  • Supplier has and will convey to Company, upon payment in full, good title to the Products, free and clear of all liens and other security interests;
  • The Products and any accompanying Documentation and the use, distribution, and resale thereof by Company do not and will not infringe upon, misappropriate, or violate any patent, copyright, trade secret, trade name, trademark, or any other proprietary right of any third party; and
  • The Products and Documentation are compliant will all applicable government or administrative electrical, environmental, and emissions standards in the U.S., Australia, Canada, China, and the EU, and any other countries for which they are designed for use.
  • NO OTHER WARRANTIES. EXCEPT AS SPECIFIED HEREIN, COMPANY AND SUPPLIER EACH HEREBY DISCLAIM ALL EXPRESSED OR IMPLIED REPRESENTATIONS AND WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, EXCEPT TO THE EXTENT THAT SUCH DISCLAIMERS ARE HELD TO BE LEGALLY INVALID.

Return-to-Vendor Process

  • General. If Products returned to Supplier under a warranty claim requires a Return to Vendor (RTV) number, Supplier will issue the RTV number upon request. Supplier will pay all transportation costs for valid returns of the Products to Supplier’s facility and for the shipment of the repaired or replaced Products to Company, and Supplier will assume title of and bear all risk of loss or damage to such Products while in transit. For invalid or “no defect found” returns, Company will pay these charges. Upon receipt of the defective unit(s), Supplier will issue a credit to Company for purchase price paid for the defective unit(s).

LIMITATION OF LIABILITY

  • EXCEPT AS OTHERWISE PROVIDED FOR IN THE PURCHASE ORDER, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, EXEMPLARY, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES IN ANY ACTION ARISING FROM OR RELATED TO THE PURCHASE ORDER OR THESE TERMS, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), INTENTIONAL CONDUCT, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, DAMAGES RELATING TO THE LOSS OF PROFITS, INCOME, OR GOODWILL, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW; PROVIDED, HOWEVER, THAT THIS SECTION IS NOT INTENDED TO LIMIT AND MAY NOT BE CONSTRUED TO LIMIT A PARTY’S RESPONSIBILITY FOR ITS INDEMNIFICATION OBLIGATIONS OR CONFIDENTIALITY OBLIGATIONS SET FORTH IN THE PURCHASE ORDER OR THESE TERMS.
  • COMPANY’S AGGREGATE LIABILITY ARISING FROM OR RELATING TO THIS ORDER IS LIMITED TO THE LESSER OF (I) THE AMOUNT PAID BY COMPANY FOR THE GOODS AND/OR SERVICES PROVIDED BY SUPPLIER, AND (II) $500. Payment and Invoice
  • Payment Terms. Unless otherwise agreed in a writing signed by the Parties, payment for any Purchase Orders will be due 60 days from Acceptance of the Products by Company. All transactions must be valued and paid in United States currency. Invoices must have the same prices and quantities specified in the Purchase Order, unless changes have been authorized in writing by Snap One prior to shipment.
  • Partial Shipments. When partial shipments are made, Supplier will invoice Company in accordance with the Purchase Order for the quantity of conforming Products shipped at the agreed upon Price for such Products. Force Majeure
  • Neither Party to this Purchase Order will be liable to the other for non-performance due to causes not reasonably within its control; including, but not limited to, fire, flood, war, embargo, riot, terrorist act, pandemic, or intervention of any governmental authority provided, however, that the Party suffering such delay immediately notifies the other Party in writing of the reasons for the delay and, if possible, the duration of such delay.

Confidentiality

  • Confidentiality Obligations. Each Party hereto agrees to hold the other Party’s Confidential Information in strict confidence and must not permit the use or disclosure of any such Confidential Information by or to any person or entity (excluding the receiving Party’s employees, attorneys, and subcontractors who may have access to Confidential Information on a need-to-know basis) unless such use or disclosure is specifically authorized in writing by the Party providing the Confidential Information. The Confidential Information may be used by each Party solely in the course of performing its obligations hereunder.
  • Treatment of Confidential Information. Each Party will take appropriate action and utilize the same effort to safeguard the Confidential Information of the other Party as it utilizes to protect its own trade secrets or Confidential Information, but at a minimum, each Party will undertake reasonable precautions to protect the Confidential Information. Without limitation on the foregoing, each Party will (i) advise its own employees who have access to the Confidential Information and others for whom the other Party has given written consent to disclose the Confidential Information, of the confidential nature of the Confidential Information; (ii) ensure by agreement or otherwise that the Confidential Information is prohibited from being disclosed to any additional third parties except to the extent required to carry out obligations under the Purchase Order or these Terms; and (iii) require that such Confidential Information be kept in a reasonably secure location. A Party that receives Confidential Information from the other Party remains responsible for its employees’, attorneys’, and subcontractors’ use of the disclosing Party’s Confidential Information.
  • Compliance with Law. In the event that a Party hereto is required by law or by any legal process, including interrogatories, requests for information or documents, subpoena, civil investigative demand, deposition, or similar legal process to disclose any Confidential Information, such Party must provide the other Party with reasonably prompt, written notice of such request or requirement so that the other Party may seek, at its own cost, an appropriate protective order if it deems it appropriate to do so. If, in the absence of a protective order or the receipt of a waiver hereunder, the compelled Party is nonetheless, based on the advice of the Party’s legal counsel, required by law to disclose Confidential Information, such Party may disclose only that portion of the Confidential Information which such Party’s counsel reasonably believes the Party is legally required to disclose and will undertake reasonable efforts to obtain assurance that the Confidential Information will receive confidential treatment.
  • Return of Confidential Information. Upon written request of the disclosing Party, the receiving Party will return to the other Party or destroy (and certify to the disclosing Party that such destruction has taken place) all Confidential Information in written form provided by the disclosing Party, including any copies, upon termination of this Purchase Order. Notwithstanding the foregoing, neither Party will be required to destroy any of the other Party’s Confidential Information that is stored electronically as part of such Party’s disaster recovery program (provided that such Party maintains the confidentiality of any such electronically retained Confidential Information).
  • Limitations. The obligations set forth in this Section do not apply if and to the extent that the Party receiving Confidential Information establishes that: (i) the information disclosed to it was already known to it without obligation to keep it confidential; (ii) it received the information in good faith from a third party lawfully in possession thereof without obligation to keep such information confidential; (iii) the information was publicly known at the time of its receipt by it or has become publicly known other than by a breach of these Terms; (iv) the information is independently developed by the Party without use of the other Party’s Confidential Information; or (v) it was disclosed under operation of law, provided that the receiving Party has promptly notified the disclosing Party of any legal process requiring production of Confidential Information prior to compliance and has taken all reasonable precautions, including a protective order if so requested by the disclosing Party, to ensure confidential treatment of such information. A Party’s obligations under this Section will survive fulfillment or termination of the Purchase Order.

Indemnification

  • By Supplier. Supplier will indemnify, defend, and hold Company, its agents, and employees harmless from and against any and all claims, actions, liabilities, losses, costs, and expenses (“Claims”) arising from (i) any Product recall initiated by Supplier; (ii) an Epidemic Failure or other damages, liabilities, or claims arising from Section 4.4 of these Terms; (iii) any third-party claim brought against Company alleging that its sale of the Products in accordance with the Terms infringes a third party’s copyright, patent, trade secret, or other intellectual property rights except to the extent that such infringement exists as a result of the use by Supplier of Company’s materials, designs, or specifications; or (iv) any third-party claim brought against Company based upon personal injury or death or injury to property arising from the negligent acts or omission of the Supplier.
  • By Company. Company will indemnify, defend, and hold Supplier, its parent, affiliates, agents, and employees harmless from and against any and all Claims brought against Supplier alleging that Supplier’s use, in accordance with the Terms and where applicable, of materials provided to Supplier by Company in connection with Company’s purchase of the Products, infringes a third person’s copyright, trade secret, or patent.
  • General. The Party entitled to the indemnity under this Section (“Indemnified Party”) will give the other Party (“Indemnifying Party”) prompt written notice of any claims resulting in an obligation of indemnification under this Section. The Indemnified Party will provide reasonable assistance in the defense and the settlement of a claim at the Indemnifying Party’s expense. The Indemnifying Party will obtain the prior written approval, which approval will not be unreasonably delayed or withheld, of the Indemnified Party in respect to any non-cash aspects of a proposed settlement of such claim from the Indemnified Party before entering into any settlement of such claim or ceasing to defend against such claim.

Notices

  • General. All notices permitted or required pursuant to these Terms will be written in the English language and will be either (i) hand-delivered; (ii) deposited with a nationally recognized overnight delivery service; (iii) deposited with the United States Post Office certified mail, return receipt request, and postage prepaid. All notices will be deemed to have been served the earlier of (i) when actually received; (ii) upon refusal of delivery; or (iii) upon three (3) business days after the date mailed by certified or registered mail. All notices must be addressed to the parties to whom such notices are intended as set on the face of the Purchase Order.
  • Change of Address. Either Party may change its address by giving notice to the other Party in accordance with this Section.
  • Exceptions. Regular business communications such as Purchase Orders, corrective action request, and the like may be sent via mail or electronic means to appropriate individuals within either Party. Any regular business communication that will be relied upon as a material legal document must be delivered via one of the means noted in Section 11.1 above.

Insurance

  • Comprehensive/Commercial General Liability. Supplier will procure and maintain a policy of comprehensive general or commercial general liability insurance with a combined single limit of not less than one million dollars ($1,000,000) for each occurrence and two million dollars ($2,000,000) general aggregate. Supplier will also procure and maintain umbrella coverage of not less than five million dollars ($5,000,000). Supplier will supply Company with a Certificate of Insurance evidencing coverage, including Ocean Cargo (if applicable), that names Snap One, LLC as an Additional Insured by endorsement, and which also provides that such insurance will not be canceled or changed unless at least thirty (30) days prior written notice has been given to Company. The insurance required hereunder will be issued by an insurance company or companies authorized to do business in the United States. Supplier’s insurance will be primary and required to respond to and pay claims prior to other coverage.

General

  • Independent Contractors. In performing their respective obligations hereunder, each of the Parties will operate as and have the status of an independent contractor and will not act as an agent or employee of the other Party. Neither Party will have any right or authority to assume or create any obligations of any kind or to make any representations or warranties on behalf of the other Party whether express or implied, or to bind the other Party in any respect whatsoever.
  • Amendments. Any mutually agreed terms which may be specified after the acceptance of the Purchase Order shall be incorporated into these Terms in the form of an addendum signed by both Parties and attached hereto.
  • No Waiver. No failure or delay by either Party in exercising any right, power, or remedy under these Terms may operate as a waiver of any such right, power, or remedy. No waiver of any term or condition of these Terms will be effective unless it is in writing and signed by the Party against whom such waiver or modification is sought to be enforced. The express waiver of any right or default hereunder will be effective only in the instance given and may not operate as or imply a waiver of any similar right or default on any subsequent occasion.
  • Severability. Should any provision of these Terms be determined to be void, invalid, or otherwise unenforceable by any court or tribunal of competent jurisdiction, such determination will not affect the remaining provisions hereof which shall remain in full force and effect.
  • Choice of Law; Jurisdiction. These Terms, and all claims or causes of action that may be based upon, arise out of, or relate to these Terms (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 these Terms (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 these Terms and to transactions processed under these Terms. All legal fees, including, but not limited to, attorney fees will be paid by the non-prevailing Party in any legal dispute.
  • Entire Terms and Conditions. The headings are for the convenience of the Parties only and have no legal effects. These Terms along with the associated Purchase Order(s) constitute the entire agreement between the Parties and may only be amended by an express, written document signed by the authorized representatives of both Parties.
  • Injunctive Relief. Supplier recognizes that any breach by Supplier of any obligations under these Terms may result in irreparable injury to Company for which damages and other legal remedies may be inadequate. In seeking enforcement of any of these obligations, Company will be entitled (in addition to other remedies) to seek preliminary and permanent injunctive and other equitable relief to prevent, discontinue, and/or restrain the breach of these Terms.
  • Compliance with Law. Supplier agrees to comply with all applicable federal, state, and local laws at all times, including, without limitation, all applicable import and export regulations of the United States and any other countries as applicable.
  • Conflict Minerals. Without limiting the obligations in Section 13.8 above, Supplier represents and warrants that it is in full compliance with conflict minerals laws, including, without limitation, Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 as it may be amended from time to time and any regulations, rules, decisions, or order relating thereto adopted by the Securities and Exchange Commission or successor governmental agency responsible for adopting regulations relating thereto (collectively, “Dodd-Frank Section 1502”). Supplier must cooperate with Company to make available to Company and/or its agents, full material declarations that identify the sources of and amount of all substances contained in the Products. Unless Company specifically agrees in writing that a particular Product may contain a particular material, Supplier will also provide a statement that the Products do not contain various materials at issue in applicable laws and regulations. Without any further consideration, Supplier will provide such further cooperation as Company may reasonably require in order to meet any obligations it may have under conflict minerals laws, including, without limitation, under Dodd-Frank Section 1502.

Updates to Terms

  • These Terms may be updated by Company from time to time. Company will maintain archived copies of previous versions of these Terms.

Last Updated: July 20, 2022

Snap One APAC Pty Ltd Sales Terms

This Snap One APAC Pty Ltd Sales Terms Agreement (The “Terms” or “Agreement”) is for the sale of certain Snap One products and services is between Snap One APAC Pty Ltd (“Supplier” or “Snap One”), an Australian company with an ACN of 104 199 439 and owner of the Snap One brands identified below in the Products section and the dealer identified above (the “Dealer”) and incorporates herein by reference the terms set forth below. Supplier and Dealer may be referred to herein individually as a “Party” and collectively as the “Parties”. These Terms are provided in lieu of a definitive agreement between the Parties and shall govern any purchase orders place between the Parties prior to the execution of a definitive Authorized Dealer Agreement (the “Definitive Agreement”). In the event that the parties enter into a Definitive Agreement, the Definitive Agreement between the parties shall supersede the terms of this Agreement.

  1. Dealer Appointment

1.1.      Appointment as Authorised Dealer.  Supplier appoints Dealer as a non-exclusive Snap One authorised dealer within the channels for the custom integrator sales channel for commercial and residential applications (“Sales Channel”), and only within the Commonweath of Australia (“Territory”). The Supplier is authorized to sell all “Access Networks,” “Araknis,” “Autonomic,” “Binary,” “Clare Controls,” “Dragonfly,” “Episode,” “Luma,” “Nearus,” “OvrC,” “Pakedge,” “Parasol,” “Sense,” “Strong,” “SunBrite,” “Triad” speakers (but not other Triad electronics products), “Visualint,” “WattBox,” and “Wirepath” branded products and services on then-current Snap One Price List sold by Supplier to dealers in the Territory, as well as other brands of products authorized by Snap One in the future (“Products”). For the avoidance of doubt, these Terms do not authorize the Dealer to sell Control4-branded products and services. The foregoing appointment is subject to the terms and conditions set forth herein and in Section 14 incorporated herein by this reference.  Upon thirty (30) days written or electronic notice from Supplier to Dealer, the terms and conditions of Section 14 may be modified by Supplier from time to time in connection with changes to its Dealer Program as set forth in Section 14.  Any such changes to the Dealer Program shall apply equally to all Supplier authorised Dealers in the applicable program in the Territory.  Upon such notice of the change in the terms of Section 14, Dealer may terminate the Agreement immediately, subject to the rights and obligations of Terminated Status in Section 14.  If Dealer does not give written or electronic notice of termination within such thirty (30) day period, Dealer agrees to be bound by the terms and conditions of the amended Section 14.

1.2.        Sale Locations.  Dealer may distribute the Products within the Territory from one or more pre-approved Dealer locations, provided, however, that each location must individually meet the Dealer Obligations listed in Section 14.

1.3.        Reserved Rights.  Supplier reserves the right to do any of the following, at its sole discretion: (i) authorise other Dealers in the same or other Sales Channels; (ii) change or discontinue the offering of any Products; (iii) change or terminate the level of support offered by Supplier; (iv) add or exclude any product from the list of Products available to be sold by Dealer hereunder; and (v) market, sell and distribute Supplier’s products, including the Products, directly to end users and other customers in the same or other Sales Channels.

1.4.        Active Status.  Dealer shall use its best commercial efforts to maintain “Active Status” (as defined in Section 14).  If Dealer fails to comply with the conditions for Active Status or breaches any term of this Agreement upon notice from Supplier, Dealer may be changed to “Inactive Status” (as defined in Section 14), or may be subject to termination of the Agreement as provided in Section 11.

  1. Pricing and Taxes

2.1.        Prices.  Supplier will sell the Products to Dealer at the prices in effect (on the date of each applicable Dealer Purchase Order as defined below) on Supplier’s then current applicable price list, as it may be changed from time to time with or without notice, or as otherwise agreed between the Parties in writing.  Any new or revised price list will automatically supersede all prior inconsistent price lists.  Supplier’s prices do not include sales, use, excise, VAT, GST, or similar taxes, or cost of shipping, which shall be the responsibility of Dealer.

2.2.        Taxes.  The amount of any valid present or future sales, use, excise, VAT, GST, duties or other similar tax that is attributable to Dealer shall be paid by Dealer; or in lieu thereof, Dealer shall provide Supplier with a tax exemption certificate acceptable to the relevant taxing authorities.

2.3        GST.  Any words capitalised in this clause have the meaning given to those words in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).  If a Supply made under or in connection with this Agreement is a Taxable Supply, then at or before the time the consideration for the Supply is payable; (i) the Recipient must pay the Supplier an amount equal to the GST for the Supply (in addition to the consideration otherwise payable under this Agreement); and (ii) the Supplier must give the Recipient a Tax Invoice for the Supply.  For clarity, the GST payable under this clause is correspondingly increased or decreased by any subsequent adjustment to the amount of GST for the Supply for which the Supplier is liable, however caused.

2.4.       Dealer’s Prices.  Dealer is free to determine its own prices for sales to its customers.

2.5.       Related Matters.  Dealer shall not make deductions of any kind from amounts due to Supplier unless Supplier has issued a credit memo or otherwise consented to such deduction in writing.  Any unauthorised deduction shall be grounds for termination of this Agreement at Supplier’s option, without any further liability to Dealer. Dealer hereby grants to Supplier a security interest.

2.6        Retention of title and Personal Property Securities Act.  Supplier retains ownership and title in all Products sold by Supplier to Dealer until payment in full for such Products is received by Supplier in accordance with this Agreement.  Dealer acknowledges that this Agreement creates a security interest under the Personal Property Securities Act (2009) (Cth) (the ‘PPSA’) in the Products and any other products to be supplied in the future and agrees that Supplier may file such financing statements as Supplier deems necessary to perfect such security interest and register the security interest on the PPSA register.  Dealer must not charge the Products in any way or grant or otherwise give any interest in the Products while they remain the property of Supplier, nor will it allow a third party to acquire any interest in the Products.  If Dealer fails to comply with any obligation under this Agreement, then, without limiting the remedies available to Supplier, Dealer must, on request from Supplier return the Products on which there are outstanding amounts owing and Dealer authorises Supplier and any person authorised by Supplier to enter premises where the Products may be located to take possession of the Products and Supplier may retain, sell or otherwise dispose of the Products.  Dealer agrees that to the extent permitted under the PPSA, Dealer has no right (i) to receive notice of removal of an accession under the PPSA; (ii) under Chapter 4 of the PPSA; or (iii) under the PPSA to receive a copy of any verification statement or financing charge statement under the PPSA.  Dealer must unconditionally ratify any actions taken by Control 4 under this clause.  In this clause 2.6, words defined in the PPSA have the same meaning when used in this clause.

  1. Purchase Orders

3.1.        Form of Purchase Order.  Orders for Supplier’s Products may be initiated by purchase orders in the format designated by Supplier from time to time, which may include electronic purchase orders (each a “Purchase Order”).  All electronic Purchase Orders shall be sent to the email address as designated by Supplier in writing from time to time.  Supplier shall have the right to accept or reject, in its sole discretion for any or no reason, any Purchase Order.  Each Purchase Order submitted by Dealer will be binding upon the Parties only upon written or electronic acceptance by Supplier, or upon shipment (but if accepted by shipment, then only to the extent of the Products actually shipped).  The terms and conditions of this Agreement will apply to all Purchase Orders and will supersede all terms or conditions set forth on any Purchase Order submitted by Dealer, notwithstanding Supplier’s acceptance or fulfillment thereof.

3.2.       Forecasts.  From time to time, Supplier may request that Dealer provide Supplier with a written or electronic forecast of anticipated future orders for a particular calendar quarter within a specific time limit upon written or electronic notice to Dealer.  Dealer agrees to use commercially reasonable efforts to provide such forecast to Supplier in a timely manner.

3.3.       Cancellation of Purchase Orders.  Supplier reserves the right to cancel any pending Purchase Order(s) if Dealer fails to pay any amount owed to Supplier when due, or if Dealer breaches or otherwise fails to comply with this Agreement, or if Dealer fails to meet credit requirements or limitations reasonably established by Supplier from time to time.

3.4.       Shipments; Expedited Delivery.  Supplier will ship the Products Ex Works (Incoterms 2020), with reasonably appropriate packaging, by reputable carrier, to the address or location designated by Dealer in the Purchase Order.  Title to the Products, including risk of loss, will pass to Dealer upon delivery of the Products by Supplier to the carrier at Supplier’s point of shipment. Supplier shall have no responsibility to insure any shipment. Supplier will use commercially reasonable efforts to fulfill any request by Dealer for expedited shipment. Additional charges will apply to account for the increased cost of any such expedited delivery.  Shipping terms, including cost, shall be as set forth in the applicable Supplier price list or in the online store hosted by Supplier.

  1. Payment

4.1.        General Payment Terms.  Payment for any Purchase Orders shall be due prior to Product shipment, unless otherwise agreed in writing by Supplier or set forth in a dealer program or promotion in which Dealer is an authorised participant.  Interest shall accrue on overdue accounts at the rate of 1.0% per month or, if lower, the maximum rate allowed by law.  Supplier will charge a fee of $25.00 for each payment made to Supplier that is returned due to insufficient funds.

4.2.       Credit Terms.  At Supplier’s option, Supplier may extend certain credit terms to Dealer, and shipments may be sent pursuant to such credit terms.  Such terms may be set forth in the written materials of a dealer program or promotion in which Dealer is an authorised participant, or, if not, will be established in writing according to Supplier’s standard credit application and agreement.  If Dealer defaults in its obligations respecting any such credit terms, Supplier may declare all amounts immediately due and owing, as well as any other remedies pursuant to the credit agreement or at law or equity.  Moreover, Supplier reserves the right to limit, with respect to any Purchase Order or shipment, the amount and extent of credit available to Dealer.

4.3.       Taxes.  Dealer shall pay when due all taxes, fees, levies, duties and other payments required in connection with the importation, distribution and sale of Products, including without limitation any income tax liability arising therefrom.

4.4.       Rights.  Supplier may suspend or discontinue performance, or suspend, withhold or discontinue any benefit or discount arising under this Agreement, in Supplier’s sole discretion, if Dealer fails to pay any sum when due, or if Dealer fails to perform its obligations under this Agreement and has not cured such failure within ten (10) days of receiving written notice thereof from Supplier. In addition, Supplier may, in its sole discretion, remove, redistribute or re-assign any current or future sales opportunities or leads during any period that Dealer is in breach of this Agreement.

  1. Returns

5.1.        General Terms.  Supplier extends a limited, express product warranty to end-users of the Products. The warranty for the Products is set forth at www.snapone.com/legal/. If a Product is returned to the Dealer from an end-user within the warranty period, Dealer agrees to work with Supplier to process the return and otherwise assist Customers with the limited repair or replacement services as set forth in the product warranty. Dealer shall also have the right to return, subject to terms hereof, for a full credit or refund, any Product that: (i) is shipped in error or was not ordered pursuant to Dealer’s Purchase Order; or (ii) is damaged or defective (but not including damage incurred during shipment). In any of the foregoing events, in order to qualify for a return, credit or refund as to such Product, Dealer shall notify Supplier, including a reasonable explanation of the reason for return and supporting evidence for such explanation, within five (5) days of the receipt of the subject Products, or in the case of non-conformity with the limited warranty, within five (5) days of discovering the non-conformity.  Supplier reserves the right to deny any return for which notice is not given within the applicable notification period, or in the case of subsection (ii) above, if the damage is caused by the negligence or willful misconduct of the shipper, Dealer or its representative or agents.

5.2.       Return Merchandise Authorization.  If Dealer is eligible to return the Products, Supplier will provide Dealer with a Return Merchandise Authorization (“RMA”) number and related return instructions; failure to obtain an RMA number and to comply with the return instructions may result in denial of the return, or a reduction of the credit or refund amount. In addition, Dealer must mail the defective Product to Supplier (i) within sixty (60) days from the date the RMA was issued (RMA numbers are cancelled if the Product is not received within the sixty (60) day period), (ii) with the RMA number clearly marked on the outside of each box being sent to Supplier. Any shipment that does not meet all of the valid claim requirements will be refused by Supplier or assessed a restocking fee at Supplier’s sole discretion. Supplier is not responsible for any refused shipments or any damage caused due to shipping, whether or not it was a valid claim. If upon examination, Supplier determines that any returned Products were improperly returned or were not eligible for return, then Supplier will send the Products back to Dealer and the cost for sending the Products back to Dealer shall be paid to Supplier by Dealer.  Upon written or electronic notice to Dealer by Supplier, the foregoing return policy is subject to change or modification from time to time in Supplier’s sole discretion, provided that such change or modification applies equally to Supplier’s other Dealers in the Sales Channel.  For purposes of this Section 5.2, the term “defective” shall mean any Product that is visually or operationally not performing in accordance with the limited end-user warranty associated with such Product upon inspection by Dealer. Compliance with these requirements is a condition to coverage and Supplier’s acceptance of any returns.

5.3.       No Unauthorised Returns.  Dealer shall not return any Product except as expressly permitted under Sections 5.1 and 5.2, and Supplier shall have no obligation to accept any other returns.  All returns not in compliance with Sections 5.1 and 5.2 may be accepted or rejected at Supplier’s sole option and shall, at Supplier’s option and in addition to the right of return and other remedies set forth in Sections 5.1 and 5.2, be subject to a handling charge due to Supplier from Dealer of fifteen percent (15%) of the price for unopened Product and thirty percent (30%) of the price for opened Product for the returned Product(s) on the Purchase Order, plus any freight, insurance or similar charges previously paid or incurred by Supplier in connection with the original shipment of such Product(s) to Dealer, and any restocking or other fees Supplier may choose to assess, which shall be paid by Dealer to Supplier within five (5) days upon written or electronic notice of such payment to Dealer from Supplier.

  1. IP; Trademarks; Content Provided by Supplier

6.1.        Supplier IP Rights.  The license granted herein shall not be deemed to constitute a transfer, sale or conveyance of any ownership interest in any of Supplier’s intellectual property or other proprietary rights, including, without limitation, any patents, copyrights, trade secrets, or other rights (collectively the “Supplier IP”), all of which are owned by Supplier.  Any rights not subject to the license herein are expressly reserved by Supplier.  Dealer shall promptly advise Supplier of any improvements, developments or inventions relating to the Products, the Supplier IP or Supplier’s business made by Dealer.  All such improvements, developments and/or inventions are the property of Supplier.  Dealer assigns all intellectual property or other proprietary rights (including future rights) in any improvements, developments or inventions to Supplier on their creation and waives all moral rights in such.  Dealer must do any act, matter or thing necessary to give effect to the assignment including the procurement of any assignments or waivers by any employee or third party contractor.  Dealer agrees to execute any and all documentation requested by Supplier and otherwise assist Supplier to perfect Supplier’s rights and interests in such improvements, developments or inventions.

6.2.       Restrictions on Use.  Except as provided by this Agreement, Dealer shall not use, copy, modify, have modified, license, sublicense, distribute, rent, sell, decompile or reverse engineer any of the Supplier IP, nor shall Dealer create or develop, or attempt to create or develop, any derivative work based in whole or in part on the Supplier IP, or facilitate or assist any third party in doing so. Dealer acknowledges that any license of Supplier IP does not include any license to reverse engineer any Supplier IP or to design or develop or to assist in designing or developing any other product either for itself or for any third party. Dealer shall use commercially reasonable efforts to prevent any unauthorised copying or distribution of the Supplier IP by Dealer, any third party, or their agents.

6.3.       Enforcement.  Dealer shall promptly notify Supplier if Dealer becomes aware of any person or entity that may be infringing or using unlawfully any Supplier IP. Dealer shall fully cooperate with all efforts of Supplier to protect Supplier IP. Supplier has the sole right to determine whether to take action with respect to any infringement of Supplier IP.

6.4.       Trademark Use.  Supplier hereby grants Dealer a limited license to use, exhibit and display, reproduce and publish Supplier’s trade names, trademarks and service marks associated with the Products within the Sales Channel, in order to promote and sell the Products within such Sales Channel.  Dealer shall comply with Supplier’s trademark usage guidelines as provided from time to time to dealer.  Dealer shall not use Supplier’s names, trademarks or service marks, including without limitation the Supplier Marks (as defined in Section 6.5 below) in Dealer’s company name (or in the company name of any subsidiary or affiliate of Dealer), or in any telephone number, Internet domain name or URL.  If notwithstanding the foregoing, Dealer has used or does use any of Supplier’s names, trademarks or service marks, including without limitation the Supplier Marks, in Dealer’s company name (or in the company name of Dealer’s subsidiary or affiliate), or in a telephone number, Internet domain name or URL, then upon written or electronic notice by Supplier, Dealer shall promptly do the following: (i) if the use is in Dealer’s company name (or in the company name of a subsidiary or affiliate of Dealer), then Dealer shall cause such company name to be changed so as to remove and discontinue any such use and/or reference; and (ii) if the use is in a telephone number, an Internet domain name or URL owned or controlled by Dealer, or Dealer’s subsidiary or affiliate, then Dealer shall cause such telephone number, Internet domain or URL to be either, at Supplier’s option, transferred to Supplier or otherwise discontinued or modified so as to remove and discontinue any such use and/or reference. If Dealer fails to comply with any of the foregoing requirements within thirty (30) days of written or electronic notice by Supplier, Supplier may terminate this Agreement immediately upon written or electronic notice to Dealer (and without further opportunity to cure as otherwise set forth in Section 11.2 hereof).

6.5.       Trademark Ownership.  Supplier has and shall retain exclusive ownership of all trademarks, trade names and Product names relating to Supplier or the Products, whether listed in catalog or marketing materials or otherwise (the “Supplier Marks”).  Dealer shall not directly or indirectly contest or challenge, or do anything inconsistent with, Supplier’s exclusive ownership of the Supplier Marks.  Dealer shall not alter, deface, remove, cover, mutilate or add to the Supplier Marks, except that Dealer may attach labels in the local language, and/or inserts or information in Product containers, as required by relevant regulations, if any.

6.6.       Supplier Content.  Supplier may provide to Dealer, without limitation, Product advertising and promotional materials, as well as specifications, images, and other textual, graphical and/or multimedia content regarding the Products within the applicable Sales Channel for use in preparing advertising and promotional material (“Supplier Content”).  Subject to any limitations which Supplier places on the use of Supplier Content by written or electronic notification to Dealer, Supplier hereby grants Dealer a licence to use, exhibit and display, reproduce and publish (but not to modify, alter or amend) such Supplier Content for the sole purpose of advertising and promoting the Products in the Territory.

  1. Confidentiality

Any information marked or identified by Supplier or Dealer as confidential, or regardless of form or marking, is of the nature that a reasonable person would understand its owner would not want it disclosed to the public, will be considered to be “Confidential Information.”  Confidential Information shall also include (a) this Agreement and its terms; (b) technical matters concerning Supplier’s trade secret processes or devices, know-how, data, formulas, inventions (whether or not patentable or copyrighted), specifications and characteristics of products or services planned or being developed, and research subjects, methods and results, (c) Supplier’s pricing, policies, markets and sales strategies, (d) matters relating to Supplier’s project initiatives and designs, and (e) other information of a similar nature not generally disclosed to the public.  Each Party agrees not to disclose the Confidential Information of the other Party except to its own employees or agents who are bound by confidentiality obligations that are no less protective than this Section 7, who have a need to know such Confidential Information in order to perform their responsibilities.  Each Party agrees to take at least the same precautions to protect the other Party’s Confidential Information as such Party would utilise to ensure the protection, confidentiality and security of its own confidential information. Confidential Information shall not include any information which (a) is or becomes generally known or available through no act or failure to act by the receiving Party; (b) is already known by the receiving Party at the time of disclosure as evidenced by its written records; (c) is rightfully furnished to the receiving Party by a third party without restriction on disclosure; or (d) is disclosed in response to a valid order by a court or other governmental body, or pursuant to the rules and regulations of any stock exchange or stock association in which the securities of the receiving Party may be traded from time to time, provided that (i) the receiving Party provides the disclosing Party with prior written notice of such disclosure as soon as reasonably possible in order to permit the disclosing Party to seek confidential treatment of such information; and (ii) the disclosure is only made to the extent necessary to comply with the order, law or rules and regulations of the relevant stock exchange or stock association. A Party may, in writing, request either the prompt return or destruction, and a written certification of such destruction, of any Confidential Information provided to the other Party. Each Party further agrees that monetary damages may not alone be a sufficient remedy for unauthorised disclosure of Confidential Information and that the non-disclosing Party shall be entitled to seek all remedies and damages available in law and equity, including but not limited to such injunctive relief as may be deemed proper by a court of competent jurisdiction.

  1. Additional Obligations of Supplier

8.1.        Product Materials.  In its sole discretion, Supplier may provide to Dealer, at no charge, a reasonable number of copies (or links to electronic versions) of any marketing and technical information prepared by Supplier relating to the Products, service manuals, Product specifications, end-user warranties and other Product data and materials within the applicable Sales Channel(s) (collectively the “Product Materials”).  Supplier shall provide such Product Materials in English, and may provide them in other languages, in its sole discretion.  If Supplier does not produce the Product Materials, or any part of them, in a language required by Dealer, then Dealer may, at its own expense and in good faith consultation with Supplier, translate or obtain the translation of such Product Materials into such other language; provided that Dealer shall be required: (a) to obtain Supplier’s approval, which shall not be unreasonably withheld, of any translation and adaptation of the Product Materials prior to distribution; and (b) to provide Supplier with a worldwide, fully paid up license (with right of sublicense) to each such translation.  Dealer shall indemnify and hold harmless Supplier from and against any and all damages, claims, losses or other expenses resulting from any mistake or omission in any translation or adaptation prepared by or on behalf of Dealer.

8.2.       Training.  Subject to reservation scheduling to ensure space availability, Dealer will be eligible to attend training programs at Supplier’s training facilities at Supplier’s then-current prices.  Dealer agrees to make available a reasonable number of its personnel for such training, and agrees that travel and related costs (if any) are Dealer’s responsibility.

  1. Representations and Warranties

9.1.        Dealer’s Representations and Warranties.  Dealer represents and warrants to Supplier that: (i) Dealer  has the authority to enter into this Agreement, and that the persons signing this Agreement on behalf of Dealer are authorised to sign; (ii) Dealer  will comply with all applicable federal, state, and local laws at all times, including, obtaining and maintaining all certifications, credentials, authorizations, licenses, permits, safety testing and all regulatory compliance markings at Dealer’s own expense, necessary to perform its obligations under this Agreement; (iii) Dealer  will not export or ship any Products outside of the Territory except in strict compliance with any export-related laws and regulations and upon prior written approval of Supplier; (iv) Dealer  will exert commercially reasonable efforts to promote and sell the Products within the applicable Sales Channel(s) consistent with Dealer’s sales, marketing and merchandising plans; (v) Dealer  will not make false or misleading representations, or otherwise make any disparaging statement, about Supplier or any Product and shall make no representation with respect to the specifications or features of the Products except for those representations that were previously approved in writing or published by Supplier; (vi) Dealer will promptly advise Supplier concerning any information that may come to Dealer’s attention as to charges, complaints, or claims about Supplier or the Products by customers of other persons (vii) Dealer shall abide by the credit policies and credit standards established by Supplier from time to time in Supplier’s sole discretion. (viii) Dealer is in a good and substantial financial condition and is able to pay all its bills when due, and agrees to furnish to Supplier from time to time, as Supplier may reasonably request, financial statements of Dealer and other financial information relevant to the creditworthiness of Dealer; and (ix) Dealer  will comply with the Dealer Obligations then in effect (a copy of the Dealer Obligations in effect as of the Effective Date is appended as Section 14 and may be amended according to Section 1.1).

9.2.       Insurance.  Dealer shall obtain and maintain at all times during this Agreement, and shall deliver to Supplier certificates serving as evidence of, adequate commercial general liability insurance, commercial property insurance, and employer’s liability insurance in amounts specified by Supplier that name Supplier as an additional insured and provide at least thirty (30) days written notice to Supplier prior to any cancellation.

  1. Limitation of Liability

Neither Party makes any representations or warranties, express or implied, regarding the business results that the other Party may obtain as a consequence of this Agreement or the transactions contemplated hereby.  Except as set forth in, and only to the extent of, the end user limited warranty, pursuant to which Supplier extends certain limited warranty protection to the end user, the Products are being sold “AS IS,” and Supplier makes no warranty to Dealer, express or implied, including any warranty of merchantability or fitness for a particular purpose.  Except with regard to the provisions of this Agreement relating to Confidential Information and indemnification, in no event shall either Party be liable under this Agreement to the other Party for lost profits or lost savings, incidental, indirect, consequential, special, exemplary or punitive damages, regardless of whether such liability is based on breach of contract, tort, strict liability or otherwise.  Moreover, Supplier’s liability to Dealer shall not exceed in the aggregate the amount paid or owed to Supplier during the prior twelve (12) months from the date such liability arose.

  1. Term and Termination

11.1.        Term.  Unless terminated as provided herein, this Agreement will be effective from the date of the Dealer’s first purchase order with Supplier and shall continue for one year.  Upon the expiration of the Initial Term, this Agreement will automatically renew for successive periods of one (1) calendar year (each, a “Renewal Term”) unless terminated at the end of the Initial Term or any Renewal Term by either Party by delivering written or electronic 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.

11.2.       Termination.  Either Party may terminate this Agreement at any time without cause upon thirty (30) days written or electronic notice to the other Party.  In the event a Party is in material breach of this Agreement, this Agreement may be terminated immediately by the non-breaching Party, provided that notice describing the breach has been provided to the breaching Party and the breaching Party has failed to cure such breach within ten (10) days of its receipt thereof. In the event the Parties enter into a Definitive Agreement, the Definitive Agreement shall apply to future orders, but these terms shall not terminate unless terminated pursuant to this Section 11.

11.3.       Accrued Obligations. Termination of this Agreement shall not release the Parties from any liability which, at the time of termination, has already accrued or which thereafter may accrue with respect to any act or omission before termination, or from any obligation which is intended to survive termination pursuant to the terms of this Agreement.

11.4.       Effect of Termination.  Upon termination of the Agreement, with or without cause, Dealer shall be subject to the rights and obligations of Terminated Status as set forth in Section 14.

  1. Indemnification

Dealer will indemnify, defend and hold Supplier, its parent, affiliates, agents and employees harmless from and against any and all Claims arising from Dealer’s negligence or willful misconduct, and from Dealer’s breach of this Agreement, including, but not limited to, making any false or misleading statements about Supplier’s Product or uses not intended or approved of by Supplier which may or may not result in a claim of infringement.  Supplier agrees to give Dealer prompt written notice of any such Claims, to tender the defense to Dealer, to 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 finally awarded by a court of competent jurisdiction or agreed in a settlement of any such Claim, including reasonable attorney fees and costs.

  1. General Provisions

13.1.       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, conditioned or delayed; provided, however, that Supplier may assign this Agreement, without obtaining Dealer’s express written consent: (i) to a successor corporation resulting from a merger or consolidation or to a purchaser of all or substantially all of Supplier’s assets or a majority, or controlling interest in Supplier’s voting stock; and (ii) to a present or future subsidiary or affiliate.  Any attempted assignment in violation of this Agreement shall be null and void.

13.2.      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, failure of subcontracted manufacturer to deliver or, 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 of any Force Majeure event within five (5) business days after such Party became aware, or reasonably should have become aware, of its occurrence.

13.3.      Notices.  Unless otherwise specified, all notices and other communications which are required or permitted under this Agreement shall be in writing or electronic forms and shall be deemed to have been duly given if hand-delivered or mailed by either registered or certified mail, return receipt requested or by a nationally recognized overnight courier service, receipt confirmed. In the case of notices via first-class mail or courier service, notices shall be deemed effective upon the date of receipt.  All written notices shall be addressed to the Parties as set forth on the signature page of this Agreement, unless either Party notifies the other of a change of address in accordance with this Section 13, in which case the latest noticed address shall be used. All electronic notices to Dealer from Supplier shall be sent to the email address as set forth on the signature page of this Agreement. All electronic notices to Supplier from Dealer shall be sent to the email address as designated by Supplier in writing from time to time.

13.4.      Relationship of the Parties.  The relationship between the Parties shall be that of independent contractors.  Nothing herein shall be construed as creating or constituting any agency or employment relationship, partnership, or joint venture between the Parties.

13.5.      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, United States without regard to its conflict of laws principles. Furthermore, Supplier and Dealer expressly submit themselves to the exclusive jurisdiction of the state and federal courts in Salt Lake City, Utah, United States to resolve any dispute based upon, arising out of, or relating to this Agreement (and any transaction and relation contemplated therein). 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. The Parties acknowledge and agree that this Agreement expressly excludes the provisions of the Contracts (Rights of Third Parties) Act 1999 and any amendment thereto.

13.6.      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 Agreement shall not fail on account thereof and the balance of the Agreement shall continue in full force and effect.

13.7.      Compliance with Law.  Dealer agrees to comply with all applicable federal, state and local laws at all times, including, without limitation, all applicable import and export regulations of the United States and any other countries as applicable, including obtaining and maintaining all certifications, credentials, authorizations, licenses, permits, safety testing, and all regulatory compliance markings, at Dealer’s own expense, for any export or import requirements resulting from Dealer’s marketing, sale or use of the Products and all applicable data security and privacy laws and regulations related to the sale of the Products by Dealer and the safeguarding, use, or storage of any personal information.

13.8.      FCPA and Export Control.   Without limiting the obligations of Section 13.7 above: (i) Dealer shall comply with Supplier’s Code of Business Conduct & Ethics, which will be distributed to dealers in digital form periodically, and promptly report to Supplier any request or demand that, if complied with, would amount to a breach of either this Agreement or Supplier’s Partner Code of Conduct available at www.snapone.com/legal/, and (ii) Dealer shall not (a) act in any fashion or take any action that will violate the U.S. Foreign Corrupt Practice Act (“FCPA”), which prohibits the offering, giving or promising to offer or give, directly or indirectly, money or anything of value to any official of a government, political party or instrumentality to assist Dealer or Supplier in obtaining or retaining business or in carrying out Dealer’s duties and activities under this Agreement, and not engage in any activity, practice or conduct that would constitute an offense under the FCPA if such activity, practice or conduct had been carried out in the United States; (b) act in any fashion or take any action that will violate the Australian Criminal Code and the Anti-Money Laundering and Counter-Terrorism Financing Act (Cth.); (c) export, re-export or disclose (directly or indirectly) any of the Supplier’s Products, any product or technical information provided by Supplier, or any portion thereof, to entities on the current U.S. export exclusion lists, to any embargoed countries as specified in the U.S. export laws or in violation of any other applicable law, regulation or government order, regardless of any disclosure made by Dealer to Supplier of an ultimate destination of the Supplier’s Products or any product or technical information; and (d) use deliverables for prohibited nuclear, missile or chemical biological weaponry end-uses. Supplier’s Products may contain encryption technology subject to U.S. and/or other countries’ laws and regulations including the U.S. Department of Commerce Encryption Regulations.  Intra-country restrictions may also be applicable regarding use of software containing encryption technology.

13.9.      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.

13.10.     Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original instrument and all of which together shall constitute a single instrument. Execution and delivery of this Agreement by electronic exchange bearing the copies of a party’s signature shall constitute a valid and binding execution and delivery of this Agreement by such party. Such electronic copies shall constitute enforceable original documents.

13.11.      Entire Terms; Amendments. This Agreement contains the entire agreement between the Parties with respect to the subject matter hereof, and supersedes and replaces all prior agreements, negotiations and oral understandings, if any.  This Agreement may not be amended, supplemented or modified in any way, except by an amendment in writing and signed by authorised representatives of the Parties.  No amendment shall be effected by the acknowledgement or acceptance of a purchase order, invoice, or other forms stipulating additional or different terms.  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.

13.12.     Equitable Relief.  The Parties agree that a breach of Section 7 (Confidentiality) of this Agreement, or of any provision affecting the ownership of the Supplier IP or Supplier’s intellectual property, shall result in immediate and irreparable harm for which ordinary damages may not be a sufficient remedy.  Therefore, the Parties agree that in the event of any such breach, the non-breaching Party may seek equitable relief, including without limitation an injunction or other restraint, in any court of competent jurisdiction, without the necessity of posting any bond, in addition to any other relief to which such non-breaching Party may be entitled at law or in equity.

13.13.     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 the agreement in any way and upon identification by either Party, both Parties agree to amend or correct the Agreement in writing to represent the original intent.

13.14.     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 which by their nature are intended to survive expiration or termination, including but not limited to provisions relating to confidentiality, indemnification, warranties, and proprietary rights.

Section 14. Dealer Program Obligations

A.  To maintain “Active Status”, Dealer must meet the following requirements on an on-going basis:

  1. Actively engage in the promotion and sale of the Products;
  2. Purchase a minimum initial order of $1,000 of Products (at dealer cost) within the first three months of this Agreement and a minimum $10,000 of Products per calendar year, from Supplier. Such minimums shall not apply to the extent that Dealer participates in a Supplier Dealer program which explicitly defines different or superseding purchase requirements applicable to participation in such program;
  3. Complete all required onboarding training designated by Supplier and complete all required additional training as required by Supplier from time to time or complete any Product-specific training required by Supplier to sell specific Products; and
  4. Comply fully with all Supplier Dealer Policies, including without limitation licensing requirements trademark usage, maintaining of Minimum Technical Competency, non-disparagement of Supplier, refraining from sub-distribution and maintaining credit with Supplier in good standing.

B.  Upon failure to meet any requirement(s) for Active Status and on receipt of written or electronic notice from Supplier and in Supplier’s sole discretion, a Dealer may be placed on “Inactive Status” or this Agreement may be terminated. Upon regaining full compliance with the requirements for Active Status, a dealer may return to Active Status upon written or electronic request to and written or electronic approval from Supplier.  While on Inactive Status Dealer:

  1. May continue to order Products as provided in the Authorised Dealer Agreement;
  2. May continue to have access to Supplier technical support on a limited basis;
  3. May not participate in the Supplier’s Premier Dealer Program; and
  4. Will not be represented on the Supplier Dealer Locator.

C.  Upon termination of the Agreement (“Terminated Status”), Dealer:

  1. May submit a final Purchase Order to complete pending installations subject to written approval from Supplier’s credit department and Regional Sales Manager or Regional Representative (as applicable);
  2. Shall, at Supplier’s sole discretion, either: (i) be permitted to complete sell-through of its remaining Product inventory; or (ii) return its remaining Product inventory to Supplier immediately upon request, with the return freight expenses to be borne by the terminated Dealer.
  3. Shall not be entitled to further technical support;
  4. Shall return all existing collateral to Supplier and may not receive or purchase further collateral materials;
  5. Must immediately cease using the Supplier IP, trademarks, logos, or any confusing similar marks;
  6. May not represent themselves to any third party as a Supplier dealer;
  7. Shall immediately be removed from the Supplier’s list of authorised dealers, website and dealer locator system and Supplier may reach out to existing end users of the Products to notify them of such changes and make them aware of an alternative authorized dealer;
  8. May not reapply to become a dealer of the Products for six (6) months from the effective date of Termination; and
  9. Remains responsible to fulfill all financial and payment obligations to Supplier as described herein and/or incurred throughout the relationship.

D.  In performance under the Agreement, Dealer shall:

  1. Unless Dealer has obtained Supplier’s express, prior written or electronic approval, not market, sell or distribute the Products to wholesalers, sub-dealers, or any end-users who the Dealer knows, or has good reason to believe, will take the Products outside the Territory;
  2. Unless Dealer has obtained Supplier’s express, prior written or electronic approval, not install or provide services for the Products outside the Territory;
  3. Unless Dealer has obtained Supplier’s express, prior written or electronic approval, not sell or distribute the Products by means of telephone, the Internet or any Internet web site, or other commercial online service;
  4. Perform required installation and final configuration services at each end-user residence for all Products purchased;
  5. Not purchase any Supplier-branded products from any source other than Supplier. Nothing herein shall be deemed to authorise or grant Dealer the right to state or imply in any manner that Dealer is authorised to promote or sell any Supplier’s products other than the Products, which Dealer is authorised to purchase and resell pursuant to this Agreement, and Dealer further agrees that it will not state or imply in any medium anything to the contrary;
  6. Refrain from engaging in any unfair competitive practices, including but not limited to product disparagement and bait and switch practices and comply with all applicable present and future laws, ordinances and regulations of all duly constituted authorities;
  7. Comply with all applicable laws and regulations relating to Dealer’s performance under this Agreement, including, without limitation, any requirements of any applicable governmental authority in the Territory concerning the registration of this Agreement;
  8. Conduct all activities relating to its business with Supplier in accordance with the highest standards of ethics and fairness, and in a manner that reflects favorably on the goodwill and reputation of Supplier and Supplier’s Products;
  9. Except for accurately representing Dealer’s status as an independent Authorised Dealer, and the requirements Dealer has met to achieve such status, make no claims on behalf of Supplier or imply that Supplier endorses Dealer’s products or services;
  10. Not make any representations, warranties, or guarantees to any third party (including but not limited to any end user) regarding Supplier’s Products;
  11. Maintain its business establishment in an attractive, clean, orderly and sanitary condition and maintain all its fixtures and furnishings in good condition and repair;
  12. Display the Products and all promotional material pertaining thereto and maintain adequate stocks and facilities therefor;
  13. Obtain training from Supplier for Dealer’s personnel, and directly provide ongoing training of its sales personnel in connection with the demonstration, use and sale of the Products;
  14. Immediately forward to Supplier information concerning all charges, complaints, or claims of damage relating to any of the Products that may come to Dealer’s attention;
  15. Purchase from Supplier the minimum quantity, if any, of Products as may be required during the term of the Agreement under any applicable independent dealer program, or otherwise set forth in writing prior to execution of the Agreement, as may be adjusted by Supplier from time to time as permitted under such dealer program or upon thirty (30) days prior written notice to Dealer. In addition, certain additional minimum purchase obligations may be required to become eligible for price discounts or credit terms, if any, that may be offered by Supplier under any dealer program from time to time; provided that no such program shall apply to Dealer unless set forth in writing and expressly extended to Dealer by Supplier;
  16. (i) Not separate any software sold or bundled/packaged with any Product(s) from such Product(s) or sell, license or distribute such software on a standalone basis; (ii) only distribute such software on those terms and conditions as Supplier may, from time to time, require; and (iii) not remove, translate or modify the contents of documentation of or related to such software, including, without limitation, any end user license agreements or warranty statements;
  17. Ensure that each end-user customer accepts or has accepted the online terms and conditions required to register to the Product, if any, before activating any Product for such customer;
  18. Not under any circumstance register an end user, accept any terms on an end user’s behalf, including any terms and conditions of third-party products, misrepresent any such terms and conditions or otherwise bypass this precondition to Product activation;
  19. Use its best efforts to sell and install Products within twelve (12) months of the date of purchase from Supplier, and Dealer agrees that any Products not sold within such twelve (12) month period will not be sold as “new” as it relates to the warranty term. For such Products, the Supplier Limited Warranty period begins as of the date twelve (12) months from the purchase date of such Product by Dealer from Supplier. For such Products Dealer agrees to either (i) explicitly inform the end user purchaser of the new limited warranty termination date in writing; or (ii) indemnify Supplier for any warranty claims and expenses related to such Product;
  20. Obtain Supplier’s prior written approval of all material marketing and sales information, literature and labels relating to the Product, which Dealer shall ensure comply with all relevant governmental requirements; and
  21. Not under any circumstance directly or indirectly remotely access, control, modify or disable Products after installation at end user’s property without the prior written permission from such end user, including, but not limited to, disabling Products installed in an end user’s home in order to collect payment from such end user.

Dealer acknowledges and agrees that any data or information related to the end users’ registration of the Products, or the use of the Products will be considered Supplier’s Confidential Information hereunder.  Such information may only be used by Dealer for the sole purpose of selling or servicing the Products as set forth hereunder, and Dealer will abide by any applicable laws or regulations related to the transfer, processing or use of any personal information it provides to Supplier or receives from Supplier, and will assist Supplier in its compliance with any such applicable laws or regulations.

Without in any manner prejudicing the right of Supplier to claim that any other breach or default of this Agreement on the part of Dealer constitutes a material breach or default, it is understood and agreed that the failure of Dealer to comply with the provisions of the foregoing subdivisions of this Section 14 shall constitute a material breach and default of this Agreement on the part of Dealer. Upon at least fifteen (15) days prior notice, Supplier may conduct (or have conducted) an audit of Dealer’s compliance with this Agreement.  Such audits will not generally occur more than once in any annual period and the right to conduct such audits shall continue for one (1) year following termination of this Agreement.

All privacy documentation can be found here.

Limited Hardware Warranty

1. HARDWARE PRODUCT LIMITED WARRANTY.

Snap One, LLC, a North Carolina limited liability company (“Company”) warrants to the original end user purchaser (“Customer”) of each new product manufactured by the Company (“Company Product”) that such Company Product hardware and components (“Product Hardware”), when used in accordance with the technical Spec Sheets furnished by Company, available with the Company Product or on the Company’s websites (“Documentation”), will be free, in all material respects, of defects in materials and workmanship under normal use (“Limited Warranty”). This Limited Warranty is non-transferable and sets forth the Company’s sole and exclusive liability, and the sole and exclusive remedies available in relation to any non-conformity, defect or similar claim.

2. 3rd PARTY PRODUCTS DISTRIBUTED BY COMPANY.

THIS WARRANTY APPLIES TO PRODUCTS MANUFACTURED BY THE COMPANY. 3RD PARTY PRODUCTS DISTRIBUTED BY THE COMPANY ARE NOT SUBJECT TO THIS WARRANTY, BUT MAY BE ELIGIBLE FOR WARRANTY COVERAGE BY THE ORIGINAL EQUIPMENT MANUFACTURER. WARRANTY INFORMATION FOR THE 3RD PARTY PRODUCTS THAT THE COMPANY SELLS, IF ANY, MAY BE PROVIDED ON THE RELEVANT PRODUCT PAGES AND IS SUBJECT TO CHANGE BY THE 3RD PARTY MANUFACTURER. Notwithstanding that the Company doesn’t provide a separate warranty for 3rd party products, for the convenience of the Customer, the Company may assist the Customer in the return process, provided the process outlined in Section 8 (Obtaining Warranty Service) is followed.

3. LIMITED WARRANTY TERM.

The term of this Limited Warranty runs from the date that the Customer purchases the Company Product from an authorized Company dealer (“Dealer”) as shown by an invoice or sales receipt for the Product Hardware for a period as follows: (the “Hardware Warranty Period”)

  • Control4 branded products, for a period of two years, but for:
  • ~ Control4 Vibrant Linear Lighting LED tape, extrusions and connectors, for a period of five years
  • Pakedge branded products, for a period of three years
  • Clare branded products, for a period of two years
  • Triad branded products, for a period of two years, but for:
  • ~ Indoor speakers, for a period of ten years
  • ~ Powered subwoofers, subwoofer amplifiers and outdoor speakers, for a period of three years
  • ~ Distributed Audio Series 1, Series 2, or Series 3 branded speakers have a limited lifetime warranty, except for the grill, which is warranted for five years
  • For Wirepath branded bulk wire products, for the life of the products
  • For all other Company brands, the term of the Limited Warranty be shall one year, unless a longer warranty period is specified on the specific product page on the Company’s website, https://www.snapav.com/shop/en/snapav/home.

Customer must retain the appropriate documentation as proof of the purchase date.

4. EXCLUSIONS NOT COVERED BY THIS LIMITED WARRANTY.

This Limited Warranty does not cover, and the Company and its suppliers are not responsible for, any of the following:

  • Damage, malfunction, or inoperability of the Company Product caused by:
  • Shippers or delivery services, or due to Customer improperly opening the Company Product packaging;
  • Operation, storage, or application of the Company Product outside of the environmental, temperature, and other specifications provided in the Documentation;
  • Acts of God, including, but not limited to, flood, fire, earthquake, lightning, pandemic, electrical surges, or any other external cause;
  • Any act beyond the Company’s direct control, including, but not limited to, unauthorized repair or installation by Customer or 3rd party, accident, abuse, misuse, neglect, use of incompatible devices and accessories, improper installation, operating the Company Product outside the permitted or intended uses provided in the Documentation, or any other reason besides a defect in material or workmanship;
  • Use of incorrect voltage lines, fuses, circuit breakers, or incompatible load types as set forth in the Documentation, or failure to provide adequate, continuous, and compatible power to the Company Product, if applicable;
  • Interference from radio frequencies, infrared sources, or obstacles;
  • Normal wear and tear, or failure to install, maintain, or repair the Company Product in accordance with the Documentation and the applicable provisions of law for the jurisdiction where the Company Product is being installed;
  • Any product, part or software that has been modified to alter functionality or capability without the express written permission of Company; and
  • Batteries and consumable parts (if any), unless damage occurred due to a defect in materials or workmanship in the Company Product.
  • cosmetic damage, including, but not limited to, scratches, dents and normal wear and tear;
  • Any Company Product in which the serial number has been altered, removed, or defaced;
  • ANY DAMAGE, MALFUNCTION, OR INOPERABILITY ARISING FROM INSTALLATION, MAINTENANCE, OR PROGRAMMING PERFORMED BY AN INDEPENDENT CONTRACTOR, INCLUDING, WITHOUT LIMITATION, ANY DEALER RECOMMENDED OR CERTIFIED BY COMPANY;
  • any on-site labor costs incurred by Customer for the diagnosis, removal, repair, reinstallation, and/or reprograming of the Company Product;
  • any non-Company hardware, including the functionality of 3rd party products controlled or automated by Company Products or Software; and
  • the cost of repairing or replacing, or compensation for, any property that is damaged when a Company Product does not work properly, even if the damage was caused by a Company Product (see Section 11(B) (Limitation of Company’s Liability) for additional details about this exclusion.)
  • Notwithstanding this limitation to our standard Limited Warranty, we note that our surge protection products may qualify for additional protection for surge related damage pursuant to our Surge Protector Equipment and Connected Equipment Replacement Policy, which can be found at https://www.snapone.com/legal. Please check the relevant product page to see if the particular surge protection products is subject to this additional Policy.

5. ADDITIONAL WARRANTY LIMITATIONS.

THE COMPANY DOES NOT WARRANT THAT OPERATION OF THE COMPANY PRODUCTS WILL BE ERROR-FREE OR UNINTERRUPTED OR THAT THE COMPANY PRODUCTS WILL IN EVERY CASE PROCESS ALL DATA CORRECTLY. CUSTOMER ACKNOWLEDGES THAT THE COMPANY DOES NOT CONTROL CUSTOMER’S EQUIPMENT OR THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET. THE COMPANY, ITS AFFILIATES, SUPPLIERS AND OTHER PROVIDERS ARE NOT RESPONSIBLE FOR ANY LIMITATION, INTERRUPTIONS, DELAYS, CANCELLATIONS, DELIVERY FAILURES, DATA LOSS, CONTENT CORRUPTION, PACKET LOSS, OR OTHER DAMAGE INHERENT IN THE USE OF COMMUNICATIONS EQUIPMENT. THE COMPANY DOES NOT WARRANT THE COMPANY PRODUCT TO BE IMMUNE FROM VIRUSES, INTRUSION OR ATTACK. The Company does not represent or warrant that product information will be available, accurate, or reliable. Customer uses all applicable product information, services, and the Company Product at Customer’s discretion and risk. Customer will be solely responsible for any and all loss, liability, or damages, including Customer’s appliances, plumbing, electrical wiring, wired or wireless networks, home, computers, mobile devices, and all other items in Customer’s residence or commercial property, resulting from Customer’s use of the Company Products, product information, or services, even if the damage was caused by Company Product (see Section 10 for additional details about these limitations).

6. 3rd PARTY CONTENT.

From time to time, the Company may make available various 3rd party software services or other content (“3rd Party Content”). To the maximum extent permitted by law, the Company expressly disclaims any and all warranties with respect to 3rd Party Content. Company makes no warranty that:

  • The 3rd Party Content will meet your requirements;
  • The 3rd Party Content will be uninterrupted, timely, secure, or error free;
  • The results from the use of the 3rd Party Content will be effective, accurate, or reliable; or
  • The quality of the 3rd Party Content will meet Customer’s expectations.

7. UNINTENDED USE DISCLAIMER.

COMPANY PRODUCTS ARE NOT INTENDED OR LICENSED FOR, AND COMPANY SPECIFICALLY DISCLAIMS LIABILITY FOR USE OF THE COMPANY PRODUCTS IN, CRITICAL CONTROL, ONLINE CONTROL EQUIPMENT, HAZARDOUS, HIGH RISK OR FAIL-SAFE ACTIVITY, SUCH AS IN THE OPERATION OF DIRECT LIFE-SUPPORT MACHINES, MEDICAL EQUIPMENT, WEAPONS SYSTEMS, OR OTHER USES IN WHICH FAILURE OF THE COMPANY SYSTEM COULD LEAD DIRECTLY TO DEATH, PERSONAL INJURY, OR SIGNIFICANT PHYSICAL OR ENVIRONMENTAL DAMAGE.

8. OBTAINING WARRANTY SERVICE.

In order to obtain warranty service, Customer must submit a valid claim to the Company. To submit a valid claim, a Customer must complete the following requirements (all together, a “Valid Claim”):

  • Provide written notice to an authorized Dealer (or, if you purchased the product directly from the Company, to Company’s Customer Service Department) that describes the location of the Company Product and nature of the non-conformity, and includes proof of the Customer’s purchase date (“Notice”);
  • Provide such Notice
  • Within the Hardware Warranty Period, and
  • Within thirty (30) days of discovery of the non-conformity;
  • Obtain a Return Merchandise Authorization (“RMA”) number from the authorized Dealer; and
  • Securely pack and ship the defective Company Product to the authorized Dealer that provided the RMA (with Customer assuming all costs and risks associated with transportation)
  • Within thirty (30) days from the date the RMA was issued (RMA numbers may be cancelled if the Company Product is not received by the authorized Dealer within the thirty (30) day period), and
  • With the RMA number clearly marked on the outside of each box being returned.

Any shipment that does not meet all of the Valid Claim requirements may be refused by the Company. The Company is not responsible for any refused shipments or any damage caused due to shipping, whether or not it was a Valid Claim. Customer shall be responsible for return shipment charges for the Company Product returned where Company determines there is no defect with the Company Product, or that Company Product is not eligible for warranty service under this Limited Warranty. Compliance with these requirements is a condition to coverage under this Limited Warranty.

Upon receipt of a Valid Claim, the Company will, at its sole discretion and to the extent permitted by law, either

  • Repair the Product Hardware defect, at no charge, using new or refurbished replacement parts;
  • Exchange the applicable Company Product with a product that is new or which has been manufactured from new or serviceable used parts and is at least functionally equivalent to the Company Product, or;
  • Refund the Company Product purchase price paid by Customer.

A replacement product or part that has been provided by the Company assumes the remaining Hardware Warranty Period (plus the period from the date the Company Product is shipped for warranty service until the return date when the Company Product is received by the Customer after undergoing warranty service) of the original Product Hardware or 90 days from the date of replacement or repair, whichever provides longer coverage to Customer. When a product or part is exchanged, any replacement item becomes Customer’s property, and the replaced item becomes the Company’s property. When a refund is given, the Company Product for which the refund is provided must be returned to the Company, and it becomes the Company’s property.

9. BACKUP.

Before Customer delivers the Company Product for warranty service, it is Customer’s responsibility to keep a separate backup copy of the contents and disable security passwords (if any). THE CONTENTS OF CUSTOMER’S PRODUCT MAY BE DELETED AND THE STORAGE MEDIA REFORMATTED IN THE COURSE OF WARRANTY SERVICE. The Company Product will be returned to Customer configured as originally purchased, subject to applicable updates. Recovery and reinstallation of software programs and user data are not covered under this Limited Warranty.

10. WARRANTY DISCLAIMER.

ANY IMPLIED WARRANTY FOR A COMPANY PRODUCT THAT EXISTS BY OPERATION OF THE LAW AND CANNOT BE DISCLAIMED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT OF THIRD-PARTY RIGHTS, QUIET ENJOYMENT, QUALITY OF SERVICE OR RESULTS, AVAILABILITY, SATISFACTORY QUALITY, AND ACCURACY, IS LIMITED IN DURATION TO THE TERM OF THE HARDWARE WARRANTY PERIOD FOR THAT COMPANY PRODUCT. UPON EXPIRATION OF THIS LIMITED WARRANTY, THE COMPANY DISCLAIMS AND WILL NOT BE RESPONSIBLE FOR ANY OTHER WARRANTY, INCLUDING EXPRESS AND IMPLIED WARRANTIES. THIS MEANS THAT TO THE EXTENT ALLOWED BY LAW, COMMENCING ON THE APPLICABLE COMPANY LIMITED WARRANTY EXPIRATION DATE, ALL COMPANY PRODUCTS ARE PROVIDED ON AN “AS IS” BASIS, AND COMPANY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE COMPANY PRODUCTS, WHETHER IMPLIED, EXPRESS, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT OF THIRD-PARTY RIGHTS, QUIET ENJOYMENT, QUALITY OF SERVICE OR RESULTS, AVAILABILITY, SATISFACTORY QUALITY, ACCURACY AND ANY WARRANTIES ARISING FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE IN CONNECTION WITH SUCH PRODUCTS AND SERVICES. Some states do not allow limitations on how long an implied warranty lasts, so the above limitation may not apply to you.

11. (A) LIMITATION OF CUSTOMER REMEDIES.

IN NO EVENT WILL THE COMPANY OR ANY OF ITS SUPPLIERS BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY:

  • SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING FROM OR RELATED TO A BREACH OF THIS LIMITED WARRANTY, OR CUSTOMER OPERATION OR USE OF THE COMPANY PRODUCTS THROUGH CUSTOMER’S ACCOUNT OR BY ANYONE ELSE, INCLUDING, WITHOUT LIMITATION, DAMAGES ARISING FROM LOSS OF DATA, CONTENT OR PROGRAMMING, COSTS OF REPLACEMENT OR SUBSTITUTE PRODUCTS, LOSS OF REVENUE OR PROFITS, BUSINESS INTERRUPTION, FAILURE TO REALIZE SAVINGS OR OTHER BENEFITS, DAMAGE TO GOODWILL OR REPUTATION, DAMAGE TO EQUIPMENT, AND CLAIMS AGAINST CUSTOMER BY ANY THIRD PERSON, EVEN IF SNAP ONE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES;
  • DAMAGES (REGARDLESS OF THEIR NATURE) FOR ANY DELAY OR FAILURE BY THE COMPANY TO PERFORM ITS OBLIGATIONS UNDER THIS LIMITED WARRANTY DUE TO ANY CAUSE BEYOND THE COMPANY’S REASONABLE CONTROL;
  • ANY CLAIMS OF IP INFRINGMENT WHERE CUSTOMER PERSISTS IN USING A VERSION OF THE PRODUCT OTHER THAN THE MOST CURRENT VERSION, OR WHERE PRODUCTS ARE MODIFIED, COMBINED, OR SOLD WITHOUT THE COMPANY’S EXPRESS PERMISSION; OR
  • CLAIMS MADE A SUBJECT OF A LEGAL PROCEEDING AGAINST THE COMPANY MORE THAN ONE YEAR AFTER ANY SUCH CAUSE OF ACTION FIRST AROSE.

(B) LIMITATION OF COMPANY’S LIABILITY. NOTWITHSTANDING ANY OTHER PROVISION OF THIS LIMITED WARRANTY, THE COMPANY’S AND ITS SUPPLIERS’ LIABILITIES UNDER THIS LIMITED WARRANTY TO CUSTOMER OR TO THIRD PARTIES, WHETHER UNDER CONTRACT LAW, TORT LAW, WARRANTY, OR OTHERWISE, SHALL BE LIMITED TO DIRECT DAMAGES NOT TO EXCEED THE AMOUNTS ACTUALLY RECEIVED BY THE COMPANY FOR THE APPLICABLE COMPANY PRODUCTS GIVING RISE TO THE CLAIM.

AS STATED ABOVE, COMPANY IS NOT LIABLE FOR ANY PRODUCT WARRANTIES FOR GOODS MANUFACTURED BY THIRD PARTIES, EVEN THOSE SOLD OR DISTRIBUTED BY COMPANY. THIRD PARTY WARRANTY CLAIMS SHOULD BE ADDRESSED TO AND COVERED BY THE ORIGINAL MANUFACTURER. THE COMPANY WAIVES AND DISCLAIMS ALL RESPONSIBILITY FOR WARRANTIES ISSUED BY THIRD PARTY MANUFACTURERS AND CLAIMS MADE TO THIRD PARTY MANUFACTURERS.

CUSTOMER UNDERSTAND THAT THESE LIMITATIONS OF THE COMPANY’S AND ITS SUPPLIERS’ LIABILITY ARE A FUNDAMENTAL PART OF THIS LIMITED WARRANTY. Additionally, this provision is not intended to limit the Company’s liability in the event of Company’s willful or intentional misconduct. Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to every Customer.

12. LEGAL PROCEDURES.

To the extent permitted by law, this Limited Warranty will be interpreted, construed and enforced in all respects in accordance with the laws of the State of Utah, without reference to its conflict of laws rules. CUSTOMER AND THE COMPANY AGREE THAT ANY DISPUTES BETWEEN THEM MAY BE HEARD ONLY IN THE STATE OR FEDERAL COURTS IN THE STATE OF UTAH, AND CUSTOMER CONSENTS TO THE EXCLUSIVE GENERAL JURISDICTION OF THE STATE AND FEDERAL COURTS OF UTAH, AND HEREBY WAIVES ANY OBJECTION TO SUCH VENUES. The U.N. Convention on Contracts for the International Sale of Goods will not apply to this Limited Warranty. If any provision of this Limited Warranty is found to be invalid or unenforceable, then the remainder shall have full force and effect, and the invalid provision shall be enforced to the maximum extent permitted by law to effectuate the purposes of this Limited Warranty. Any of the provisions of this Limited Warranty may be waived by the party entitled to the benefit thereof.

13. MODIFICATIONS TO THIS LIMITED WARRANTY.

NO RESELLER, VENDOR, DISTRIBUTOR, DEALER, RETAILER, SALES PERSON IS AUTHORIZED BY THE COMPANY TO MODIFY THIS LIMITED WARRANTY OR TO MAKE ANY WARRANTY, REPRESENTATION OR PROMISE ON BEHALF OF THE COMPANY WHICH IS IN ADDITION TO, DIFFERENT FROM, OR INCONSISTENT WITH THE WARRANTIES, REPRESENTATIONS OR PROMISES EXPRESSLY SET FORTH IN THIS LIMITED WARRANTY. A current version of this Limited Warranty can be found by visiting https://www.snapone.com/legal.

14. SPECIFIC JURISDICTIONAL EXCEPTIONS.

This Limited Warranty gives you specific legal rights, and you may also have other specific legal rights which vary from state to state and in countries other than the United States.

15. HARD COPY.

For a hard copy of this Limited Warranty and any materials referenced here in, please contact Product Support at (866) 838-5052.


Website Terms of Use

THESE TERMS OF USE (“TERMS”, “TERMS OF USE” OR “AGREEMENT”) CONSTITUTE A BINDING LEGAL AGREEMENT BETWEEN YOU AND SNAP ONE, LLC AND ITS SUBSIDIARIES (“COMPANY”), AND GOVERN YOUR USE OF THIS WEBSITE AND/OR APPLICATION OWNED BY SNAP ONE, INCLUDING BUT NOT LIMITED TO THE CONTROL4 AND OVRC MOBILE APPS (THE “WEBSITE OR APPLICATION”) AS WELL AS ANY SERVICES PROVIDED TO YOU THAT ARE ACCESSED THROUGH THE WEBSITE OR APPLICATION.

PLEASE READ THESE TERMS CAREFULLY. BY USING THE WEBSITE OR APPLICATION OR ANY SERVICES ACCESSED THROUGH THE WEBSITE OR APPLICATION, YOU ACCEPT AND AGREE TO THESE TERMS ON BEHALF OF YOURSELF OR THE ENTITY YOU REPRESENT, AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO DO SO ON BEHALF OF YOURSELF OR THE ENTITY YOU REPRESENT. IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS OF USE, YOU MAY NOT ACCESS OR USE THE WEBSITE OR APPLICATION OR REGISTER FOR ANY SERVICES ACCESSED THROUGH THE WEBSITE OR APPLICATION. IN THE CASE OF A CONFLICT BETWEEN ANY PROVISION OF THESE TERMS OF USE AND ANY OTHER PRODUCT-SPECIFIC EULA OR OTHER AGREEMENT THAT YOU HAVE ENTERED INTO WITH COMPANY, THE OTHER EULA OR AGREEMENT WILL GOVERN.

1. Introduction and Scope

Company sells hardware products (“Hardware” or “Products”) and licenses software, either embedded in the Hardware or distributed separately (“Software”, and together with the Hardware, the “System”). Company owns and operates this Website or Application, and provides access to certain internet and software application services related to the use of Company Systems and Company-owned brands (“Services”).

For the avoidance of doubt, the Company End User License Agreement between you and Company (the “EULA”), located at https://www.snapone.com/legal/end-user-license-agreement, sets forth the terms and conditions that apply to the Software. The Company Limited Warranty provided with your Hardware (the “Warranty”), which can be found at https://www.snapone.com/legal/limited-hardware-warranty, sets forth the terms of the limited warranty that apply to the Hardware.

Company may at any time, in its sole discretion, update or modify the Terms, and such modifications will be effective immediately upon being posted on the Website or Application. It is your responsibility to check the Website or Application periodically for changes to these Terms. If you do not accept the changes to these Terms, your sole recourse will be to cease the use of this Website or Application and the Services or any portion thereof, in accordance with Section 12 below.

2. Use of Communication Services

Company’s Website or Applications may contain bulletin board services, chat areas, news groups, forums, communities, personal web pages, calendars, and/or other message or communication facilities designed to enable you to communicate with the public at large or with a group (collectively, “Communication Services”). You agree to use the Communication Services only to post, send, and receive messages and material that are proper and related to the particular Communication Service. By way of example, and not as a limitation, you agree that when using a Communication Service, you will not:

  • Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others.
  • Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information.
  • Advertise any goods or services for any business purpose, unless such Communication Service specifically allows such messages.
  • Conduct or forward surveys, contests, pyramid schemes or chain letters.
  • Violate any code of conduct or other guidelines which may be applicable for any particular Communication Service.
  • Harvest or otherwise collect information about others, including e-mail addresses, without their consent.
  • Violate any applicable laws or regulations.

Company reserves the right to review materials posted to a Communication Service, to evaluate and respond to any request to remove potentially infringing or otherwise objectionable material, and to remove any materials in its sole discretion. Company reserves the right to terminate your access to any or all of the Communication Services at any time without notice for any reason whatsoever.

Company reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post, or to remove any information or materials, in whole or in part, in its sole discretion.

Always use caution when giving out any personally identifying information about yourself in any Communication Service. Company does not control or endorse the content, messages or information found in any Communication Service and, therefore, Company specifically disclaims any liability with regard to the Communication Services and any actions resulting from your participation in any Communication Service. Managers and hosts are not authorized Company spokespersons, and their views do not necessarily reflect those of the Company.

Materials uploaded to a Communication Service may be subject to posted limitations on usage, reproduction and/or dissemination. You are responsible for adhering to such limitations if you download the materials.

3. Submissions

Company does not claim ownership of the materials you provide to Company (including feedback and suggestions) or post, upload, input or submit to any Company Website or Application or its associated services (collectively, “Submissions”). However, by posting, uploading, inputting, providing, or submitting your Submission, you are granting the Company, its affiliated companies and necessary sublicensees permission to use your Submission in connection with the operation of their Internet businesses including, without limitation, the rights to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat your Submission, and to publish your name in connection with your Submission. No compensation will be paid with respect to the use of your Submission.

By posting, uploading, inputting, providing or submitting your Submission, you warrant and represent that you own or otherwise control all of the rights to your Submission as described in this section including, without limitation, all the rights necessary for you to post, such Submission.

In addition, your submission of personal information through the Website or Application is governed by our Privacy Policy, located at https://www.snapone.com/privacy (“Privacy Policy”).

4. Services

The features and functions of the Services are described in more detail in the applicable Company user documentation and guidelines available elsewhere on the Website or Application. The Services include any additional features and functionality that Company may, in its sole discretion and from time to time, offer to you. Company may, in its sole discretion and without notice or liability, modify features and functions of the Services, or discontinue Services, at any time. If you do not accept such changes to the Services, you may immediately cancel your use of such Services as provided in Section 12 below.

5. Eligibility and Registration

You may subscribe to the Services only if you have the legal capacity to form a binding contract with the Company. In particular, if you are under eighteen (18) years of age, you may not register to use the Services, and must have someone in your household who is at least eighteen (18) years of age register to use the Services. You may not use the Services if Company has previously prohibited you from using the Website or Application and/or the Services.

You may be required to register your System in order to use the Services. During the registration process, you may be asked to provide certain information (“User Information”) to Company including but not limited to: (i) your full name; (ii) your mailing address; and (iii) your e-mail address. You agree to provide accurate and complete User Information during the registration process. User Information shall also include any data collected by the Company from time to time on the installation, settings, and use of your System, including information obtained for use in data analytics or software development and maintenance services.

User Information is governed by our Privacy Policy. You have the right to update your User Information, or if you would like to withdraw your consent to the collection, storage, and use of your User Information, you may immediately cancel your use of the Services at any time as provided in Section 12 below or email your request to dpo@snapone.com. Please note that if you choose to withdraw your consent to the collection, storage, or use of your User Information, the functionality of the Products and Systems may be impaired, all to the extent that your information is necessary to such functionality.

6. Use Restrictions

(a) Permitted Purpose. Subject to the terms and conditions of this Agreement and any applicable limitations on the number of devices and payment of any applicable fees, Company grants you a non-transferable and non-exclusive right (without the right to sublicense) to access and use the Services solely for the purpose of controlling and monitoring your System or as otherwise explicitly stated in the documentation for Services (the “Permitted Purpose”).

(b) Certain Restrictions. Your use of the Services is subject to the following restrictions: you agree (i) not to license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Services; (ii) not to modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the Services; (iii) not to access the Services in order to build a similar or competitive service, (iv) not to use the Services for any unlawful purpose, or for any purpose other than the Permitted Purpose; (v) that no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted, or transmitted in any form or by any means; (vi) not to upload, transmit, or distribute any computer viruses, worms, or any software intended to damage or alter a computer or communication network, computer, handheld mobile device, data, the Website or Application, the Services, the System, or any other device or property; (vii) not to interfere with, disrupt, or attempt to gain unauthorized access to, the servers or networks connected to the Website or Application or the Services, or violate the regulations, policies, or procedures of such networks; (viii) not to access or attempt to access any of the Services by means other than through the interface that is provided by Company; (ix) not to remove, obscure or alter any proprietary rights notices (including copyrights and trademark notices) which may be contained in or displayed in connection with the Website or Application or the Services, and (x) not to upload files that contain material protected by privacy or intellectual property laws unless you own or control the rights thereto or have received all necessary consents.

(c) IN ADDITION, IN NO EVENT DOES THE COMPANY AUTHORIZE ANYONE TO USE THE SERVICES WHERE THE FAILURE OF THE SERVICES TO PERFORM CAN REASONABLY BE EXPECTED TO RESULT IN SIGNIFICANT PHYSICAL INJURY, LOSS OF PROPERTY, OR LOSS OF LIFE. ANY SUCH USE IS ENTIRELY AT YOUR OWN RISK, AND YOU AGREE TO INDEMNIFY AND HOLD COMPANY HARMLESS FROM ANY AND ALL CLAIMS OR LOSSES RELATING TO SUCH UNAUTHORIZED USE.

7. Third-Party Content

The Services may give you the ability to access content controlled or provided by third parties (“Third-Party Content”).

You understand and acknowledge that: (i) Third-Party Content remains the property of the applicable third parties, who have the sole right to determine your rights to use such content; (ii) Company is not responsible for, and has no editorial control over, any Third-Party Content, and Company does not sponsor or endorse any such content; and (iii) Company has no control over the distribution of Third-Party Content.

You agree that the Company will have no liability to you or to any third parties, including without limitation to anyone else who uses your System, related to or arising out of to any Third-Party Content. You also agree that the Services shall not be used to illegally copy, display or otherwise make use of Third-Party Content without authorization from the appropriate rights holder. Unauthorized copying or distribution of copyrighted or trademarks may constitute an infringement of the copyright or trademark holders’ intellectual property rights. In addition, steps intended to defeat or bypass security measures designed to prevent infringement of the intellectual property rights of others may be illegal under U.S. law or comparable foreign laws. Company reserves the right to terminate your right to access and use the Services and delete your account if the Company believes in good faith that you have used the Services or your System to infringe upon the intellectual property rights of others.

8. Subscription Fees and Payment; Taxes

(a) Subscription Fees. Access to some Services is provided on a subscription basis and requires the payment of a subscription fee (“Subscription Fee”). Your subscription may require renewal and payment of subsequent Subscription Fee upon expiration of the subscription term. You agree to pay any applicable Subscription Fee charged by Company in advance. If for any reason you need to reactivate a subscription, you may be charged a reactivation fee. If you register for the Services under a promotional Subscription Fee, some additional restrictions and limitations may apply.

(b) Payment. Access to your account will not be permitted until Company has verified that the credit card information is accurate and that your credit card account is in good standing, or payment has been made by other acceptable method. If you choose a subscription option with recurring payments, you agree that Company may automatically charge the subscription fee to your credit card at the beginning of each billing period. Company reserves the right to suspend or terminate your access to the Services without notices upon rejection of any credit card charges or your card issuer (or its agent or affiliate) seeking a return of payments previously made to Company for the Services. Such rights are in addition to and not in lieu of any other legal right or remedies available to Company. Company reserves the right to refer your account to a third party for collection in the event of an ongoing default, and you agree to reimburse Company for any costs incurred by Company in the collection of amounts that are past due, including for any reasonable attorneys’ fees and court costs.

(c) Changes in Subscription Fees. Company may, in its sole discretion, change fees from time to time and charge additional fees for any features and functionalities that are not a part of the initial Services covered by a Subscription Fee. Company will use commercially reasonable efforts to notify you (by email or such other method reasonably selected by Company) thirty (30) days in advance of any fee changes or new fees.

(d) Taxes. The amounts payable by you to Company hereunder are exclusive of any applicable sales, use, value added, excise or similar taxes that may apply to the transactions contemplated hereunder. You agree to pay to Company any such taxes that Company is required to collect under applicable law.

9. Internet Service Provider Charges

Access to and use of the Services may require the use of, and you are responsible for, an always-on broadband Internet connection. Company is not responsible for and does not make any assurances about the availability or functionality of any broadband Internet connection. Network protection for your Internet connection is strongly advised to protect your Company System against viruses and other types of harm. You are responsible for any service charges for your Internet connection incurred as a result of using or accessing the Website or Application and/or the Services, and you agree that you shall be solely responsible for all disputes with any Internet service provider.

10. Certain of Your Representations and Warranties to Company

You represent and warrant to Company that: (i) you are at least eighteen (18) years of age and are competent, and have the authority, to enter into this Agreement; (ii) you have provided or will provide Company with User Information that is correct and complete; (iii) you will not use the Services in violation of any applicable laws, regulations, or ordinances or for any illegal or unauthorized activities; (iv) you take full responsibility for the actions of anyone to whom you disclose your password or login ID or whom you otherwise allow to access your account, including your agents or employees; and (v) you will never circumvent, compromise, nor attempt to circumvent or compromise any Company security measures in connection with the Services.

11. Dealers Are Independent Contractors, Not Agents of Company

You may be required to purchase your Company System or Products from an authorized Company dealer or distributor (“Dealer”) in your area of your choice. Dealers are independent contractors and service providers, and not employees or agents of Company. Accordingly, (i) Company makes no representations or warranties with respect to Dealers or their services and shall not be responsible for their acts or omissions, and (ii) Dealers have no right to bind Company legally or otherwise make commitments on behalf of Company.

You are solely responsible to select a competent Dealer that meets your expectations. Such Dealer may offer additional installation, configuration or ongoing maintenance services. Any disputes, which may arise between you and your Dealer, are to be resolved between you and your Dealer.

12. Term and Termination

These Terms will remain in full force and effect so long as you continue to use or access the Website or Application and/or the Services, or until terminated in accordance with this section 12. You may terminate your account and your right to use the Services for any reason, at any time. Your access to the Services and your account will be terminated upon your written or emailed request, and any unused Subscription Fees that you have paid are nonrefundable. At any time, the Company may suspend or terminate your rights to use the Services, if Company in good faith believes that you have used the Services in violation of this Agreement. If you transfer or assign your Company System or any portion thereof to a new owner, your right to use the Services with respect to such Products automatically terminates, and the new owner will have no right to use the Services under your account (as described below)and will be required to register for a separate account with Company. In addition, Company reserves the right to terminate your Services account and this Agreement with or without cause, if Company gives you at least thirty (30) days advance notice of such termination, except in cases where you have materially breached these Terms or violated applicable law. Upon any such termination of your account by Company, you will remain obligated to pay all outstanding fees and charges relating to your use of the Services prior to termination, but Company will return any unused Subscription Fees that you have paid if your account is terminated for any reason other than your breach of this Agreement or violation of applicable law.

13. Ownership

You acknowledge that all right title and interest in and to the Services, including all intellectual property rights therein and thereto, remain the exclusive property of Company and its licensors, and this Agreement grants to you no right or interest therein other than the limited rights expressly set forth herein, and Company and its licensors and suppliers reserve all rights not granted in this Agreement.

14. Indemnification

You agree to indemnify, defend, and hold harmless Company and its officers, directors, employees, consultants, agents, and other representatives, from and against any and all suits, claims, actions, proceedings, damages, demands, injuries, liabilities, losses, costs and expenses (including reasonable attorneys’ fees), arising from or related to: (i) your negligence or willful misconduct; (ii) your use of the Website, Application, or Services; (iii) your breach of any of your representations, warranties, obligations, or covenants in this Agreement; and (iv) your use of Third-Party Content.

15. Warranty Disclaimers

(a) THE WEBSITE, APPLICATION AND/OR THE SERVICES ARE PROVIDED FOR YOUR CONVENIENCE, ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND SNAP ONE, LLC AND ITS LICENSORS AND SUPPLIERS EXPRESSLY DISCLAIM, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WARRANTIES OF ACCURACY, AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY.

(b) WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, COMPANY AND ITS LICENSORS AND SUPPLIERS MAKE NO WARRANTY THAT DEFECTS WILL BE CORRECTED OR THAT THE WEBSITE, APPLICATION AND/OR THE SERVICES WILL: (I) MEET YOUR REQUIREMENTS; (II) BE COMPATIBLE WITH YOUR COMPUTER OR MOBILE DEVICE; (III) BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (IV) BE ACCURATE OR RELIABLE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM COMPANY, ANY DEALER OR THROUGH THE WEBSITE, APPLICATION AND/OR THE SERVICES SHALL CREATE ANY WARRANTY WITH RESPECT TO THE WEBSITE, APPLICATION AND/OR THE SERVICES. FURTHER, COMPANY DOES NOT WARRANT THAT THE WEBSITE, THE APPLICATION, THE SERVICES, OR THE COMPANY SERVERS THAT PROVIDE YOU WITH DATA AND CONTENT ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ASSUME THE ENTIRE RISK WITH RESPECT TO YOUR USE OF THE SERVICES. FURTHERMORE, COMPANY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO ANY PROFESSIONAL SERVICES PERFORMED BY ANY COMPANY DEALERS.

16. LIMITATION OF LIABILITY

IN NO EVENT WILL COMPANY OR ANY OF ITS SUPPLIERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY:

(I) SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ARISING FROM THE COMPANY’S PERFORMANCE OR FAILURE TO PERFORM IN ACCORDANCE WITH THIS AGREEMENT, YOUR USE OF THE WEBSITE, APPLICATION AND/OR THE SERVICES, INCLUDING ANY RELATED HARDWARE, OR THE USE OF THE SERVICES OR YOUR COMPANY SYSTEM THROUGH YOUR ACCOUNT BY ANYONE ELSE, INCLUDING WITHOUT LIMITATION, DAMAGES ARISING FROM LOST DATA, PROGRAMMING OR THIRD PARTY CONTENT, LOST REVENUE OR PROFITS, OR BUSINESS INTERRUPTION;

(II) FAILURE TO REALIZE SAVINGS OR OTHER BENEFITS, DAMAGE TO EQUIPMENT, AND CLAIMS AGAINST YOU BY ANY THIRD PERSON;

(III) DAMAGES (REGARDLESS OF THEIR NATURE) FOR ANY DELAY OR FAILURE BY COMPANY TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT DUE TO ANY CAUSE BEYOND COMPANY’S REASONABLE CONTROL; OR

(IV) CLAIMS MADE A SUBJECT OF A LEGAL PROCEEDING AGAINST COMPANY MORE THAN ONE YEAR AFTER ANY SUCH CAUSE OF ACTION FIRST AROSE.

NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, COMPANY’S AND ITS SUPPLIERS’ TOTAL, CUMULATIVE LIABILITY ARISING FROM OR RELATED TO YOUR USE OF THE WEBSITE AND/OR THE SERVICES, INCLUDING ANY RELATED HARDWARE, WHETHER IN CONTRACT OR TORT OR OTHERWISE, SHALL NOT EXCEED THE FEES ACTUALLY PAID BY YOU TO COMPANY OR COMPANY’S AUTHORIZED RESELLER FOR THE SERVICES GIVING RISE TO LIABILITY IN THE SIX (6) MONTHS IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO LIABILITY. YOU AGREE THAT THE EXCLUSIONS AND LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 16 WILL APPLY WHETHER A CLAIM IS ALLEGED AS A BREACH OF CONTRACT OR TORTIOUS CONDUCT, INCLUDING NEGLIGENCE, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU ALSO AGREE THAT THE FOREGOING EXCLUSIONS AND LIMITATIONS OF LIABILITY ARE A REASONABLE ALLOCATION OF THE RISK BETWEEN THE PARTIES, FORM A MATERIAL PART OF THIS AGREEMENT, AND WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY LIMITED REMEDY PROVIDED TO YOU FAILS IN ITS ESSENTIAL PURPOSE.

17. Exclusions

Because some jurisdictions do not allow the exclusion of implied warranties or the exclusion or limitation of incidental or consequential damages, in such jurisdictions, our liability shall be limited to the maximum extent permitted by law. This Agreement gives you specific legal rights, and you may also have other rights, which vary from jurisdiction to jurisdiction. The disclaimers, exclusions, and limitations of liability under this Agreement will not apply to the extent prohibited by applicable law.

18. Updates

Company reserves the right to alter Product and Services offerings, specifications, and pricing at any time without notice, and is not responsible for typographical or graphical errors that may appear in this or in related documents Company may make improvements and/or changes to this Website or Application at any time. Although we attempt to periodically update information on this Website or Application, the information, materials and services provided on or through this Website or Application may occasionally be inaccurate, incomplete or out of date. This Website or Application contains express or implied forward-looking statements, which are based on current expectations of management. These statements are neither promises nor guarantees but are subject to a variety of risks and uncertainties, many of which are beyond our control, and which could cause actual results to differ materially from those contemplated in any forward-looking statement. Company does not have a duty to update information contained in this Website or Application, and Company will not be liable for any failure to update such information. We make no representation as to the completeness, accuracy or currentness of any information on this Website or Application, and we undertake no obligation to update or revise the information contained on this Website or Application, whether as a result of new information, future events or circumstances or otherwise. It is your responsibility to verify any information contained in this Website or Application before relying upon it.  Company explicitly disclaims any duty to ensure that  the updated Services will interoperate, or continue to interoperate with any external services, software or devices.

19. Governing Law and Jurisdiction; Waiver of Jury Trial

This Agreement and any claims arising hereunder will be governed by the laws of the State of Utah, excluding principles of conflict or choice of law. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms. To the extent permitted by applicable law, you and Company hereby irrevocably submit to the jurisdiction of any Utah state court or United States federal court, in either case sitting in Utah over any suit, action or other proceeding brought by you, a third party, or Company arising out of or relating to these Terms, and you and Company hereby irrevocably agree that all claims with respect to any such suit, action or other proceeding shall be heard and determined in such courts. THE PARTIES HEREBY UNCONDITIONALLY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION ARISING DIRECTLY OR INDIRECTLY OUT OF, RELATED TO, OR IN ANY WAY CONNECTED WITH THE PERFORMANCE OR BREACH OF THIS AGREEMENT, AND/OR THE RELATIONSHIP THAT IS BEING ESTABLISHED AMONG THEM. The scope of this waiver is intended to be all encompassing of any and all disputes that may be filed in any court or other tribunal (including, without limitation, contract claims, tort claims, breach of duty claims, and all other common law and statutory claims). THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THE WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS, OR MODIFICATIONS TO THIS AGREEMENT, AND RELATED DOCUMENTS, OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THIS TRANSACTION OR ANY RELATED TRANSACTION. In the event of litigation, this Agreement may be filed as a written consent to a trial by the court.

20. Miscellaneous

Trademark Ownership. All trademarks, logos, trade names and service marks (“Marks”) displayed on the Website or Application or the Services are the property of Company or of their respective holders. You are not permitted to use any of the Marks without the applicable prior written consent of Company or such respective holders.

Content. The official text of this Agreement or notice submitted hereunder shall be in English. In the event of any dispute concerning the construction or meaning of this Agreement, reference shall be made only to this Agreement as written in English and not to any translation into another language, and this Agreement will not be construed against the drafting party.

Assignment. You may not assign, sublicense or transfer any of your rights and obligations under this Agreement to a third party without Company‘s prior written consent. Any attempted assignment, sublicense, or transfer without the prior written consent of Company shall be null and void.

Enforceability. If any provision of this Agreement is held by a court to be invalid or unenforceable under applicable law, such provision will be deemed modified to the extent necessary to render such provision valid and enforceable, and the other provisions of this Agreement will remain in full force and effect.

Waiver. Company’s failure to enforce any of the terms of the terms and conditions of this Agreement shall not constitute a waiver or relinquishment of Company ‘s right to do so at any time.

Survival. Sections 6(b) and (c), 8, 12, and 14 – 20, shall survive any termination or expiration of this Agreement.

Last updated: November 18, 2022


Conflict Minerals Policy

Economic activities often have a global effect, and as a player in the international economy, Snap One is committed to maintaining high ethical and moral standards, including the responsible sourcing of our products.

Several minerals, including tin, tantalum, tungsten, and gold (3TG), mined from the Democratic Republic of the Congo (DRC) and adjoining countries, have been found to fund and promote human rights violations and acts of violence and are referred to as “conflict minerals.” Snap One is opposed to such atrocities and is committed to work to discourage the use of any of these conflict minerals in our products.

Snap One does not directly purchase or source the raw metals used in our products. For this reason, tracing the minerals in our supply chain is a complex process. We do not have complete visibility into the sources of all component minerals; however, we have implemented and continue to refine due diligence processes to determine whether the materials provided by our suppliers contain conflict minerals, and we engage with our suppliers to promote responsible sourcing practices and to promote the use of conflict-free minerals in our supply chain.

To accomplish this goal, Snap One will:

  • Comply with the conflict minerals reporting rules adopted under the Dodd-Frank Act.
  • Include provisions in our supplier agreements requiring that each supplier comply with all applicable conflict mineral laws.
  • Annually request that all suppliers of Snap One products provide to Snap One a report on the Conflict Minerals Reporting Template developed by the Responsible Minerals Initiative (RMI).
  • If a supplier is found to be using conflict minerals, Snap One will work to encourage them to find new sources for the minerals and make deliberate progress towards sourcing only conflict-free minerals.
  • Snap One may determine it is in the best interest of the Company and its stakeholders to restrict or terminate our business with any company that refuses to provide requested information or help Snap One in its efforts to comply with the Dodd-Frank Act.

As a leading provider of smart living products, services and software, Snap One will continue to strive to promote the protection of fundamental human rights in the sourcing of raw materials for its products.