eero Reseller Agreement
Authorized Reseller Agreement for Professional Installers in US and Canada
Last updated: August 30, 2023
Authorized Reseller Agreement Key Points
eero takes its brands and market position very seriously and invests significantly to protect and promote our valued and indispensable Authorized Dealers. We want to ensure that our End-Users purchase only from Authorized Dealers capable of delivering eero technology, performance and usability benefits. To successfully compete in the dynamic marketplace and to maintain our premium brand image, we are requiring all Authorized Dealers be authorized to sell eero Products.
Below you will find eero's Authorized Reseller Agreement terms. These are our standard terms and conditions for our Authorized Dealers (also referred to as Professional Installers or Authorized Resellers).
The intent of the agreement is to protect our Authorized Dealers and ensure the benefits conferred upon them.
Key points to the Agreement include:
1. Online sales of eero products by Authorized Dealer are strictly prohibited without the execution and approval of an Internet Addendum;
2. The sale of eero Products to any person or entity other than an End User is strictly prohibited;
3. You are responsible for providing training to your salespeople. There are training materials available through the Authorized Dealer portal;
4. Your territory is designated as the United States, or Canada (excluding Quebec) as you have indicated on the sign-up form. Sales outside of this authorized territory are strictly prohibited;
5. You will abide by the Reseller Obligations and Intellectual Property guidelines as detailed in the Agreement terms below; and
6. Improper internet sales, transshipping and selling eero products outside of your territory are subject to liquidated damages as defined in the Agreement.
Note: The above “Key Points” summary is intended to summarize key points and is not legally binding. In the event of a conflict between this "Key Points" section and the rest of the Agreement, the rest of the Agreement prevails.
eero LLC (“eero”, “we” or “our”) offers easy-to-use wifi and networking systems and services, including eero Devices and eero Software (the “Products”). By signing up as an eero Professional Installer, “you” (sometimes referred to as “Authorized Reseller” or “Authorized Dealer”) agree to the terms of this Authorized Reseller Agreement, as well as the Amazon Third Party Security Terms (together, this “Agreement”), on behalf of yourself (if you have completed the Sign-up Form as an individual) or the company you represent (if signing up as a business) – so we ask that you read it carefully. You and eero each acknowledge that the following terms and conditions are essential to maintaining the viability of eero's distribution network for the Products and ensuring the success of eero's authorized resellers, dealers, and professional installers. If you do not agree to the terms of this Agreement, you may not represent yourself as, or act in any way as, an Authorized Dealer, Authorized Reseller, or Professional Installer of eero Products. This Agreement describes the rights and obligations of you and eero with respect to your appointment as an authorized reseller of the Products. You and eero are each sometimes referred to as a "Party" and collectively as the "Parties." Use of eero Products is subject to the Legal policies available at
“Applicable Law”: All applicable Federal and State laws and regulations, U.S. export regulations, FTC consent orders, county and city ordinances and regulations and any other law, regulation or ordinance applicable to a Party’s actions or performance in connection with the subject matter of this Agreement. If the Territory is Canada (excluding Quebec), then this also means all applicable Canadian Federal, Provincial, and local laws and regulations.
“Authorized Distributor”: a person or entity authorized by eero to sell and distribute Products to authorized resellers for resale to End-Users in the Territory.
“End-User”: any purchaser of the Product(s) (e.g. from you) who is the ultimate consumer for whom the Product is designed and who does not intend to resell the Product to a third party.
"Licensed IP": the trademarks, tradenames, product images, and/or marketing banners provided by eero in writing in the approved image or form provided by eero.
"Portal": the eero Professional Installer sign-up and registration portal and its contents located at pro.eero.com (as amended or modified from time to time within the sole discretion of eero, and including any successor site designated by eero).
“Product(s)”: eero brand(s) products and related equipment, accessories, services and software.
“Territory”: If you are located in the USA (as you have indicated when completing the sign-up form), the Territory means the United States of America (“USA”); if you are located in Canada (as you have indicated when completing the sign-up form), Territory means Canada with the exception of the Province of Quebec.
“Transship:” The sale of Product(s) to any entity other than an End-User.
For the term of this Agreement, eero appoints you as a non-exclusive authorized reseller of the Products to End-Users within the Territory.
3. Internet Advertising and Sales
Without separate execution of the Internet Sales Addendum, you are expressly prohibited from advertising for resale and/or selling the Products on the Internet.
You will not (a) Transship the Products, specifically; (b) sell or transfer any of the Products to any person or entity for resale other than an End-User; (c) sell or offer for sale any product bearing a trademark, copyright, patent, or name associated with eero that you purchased or obtained from a source other than directly from eero or from an Authorized Distributor; (d) obscure or alter in any fashion the serial number on any Product or its packaging. For the avoidance of doubt, eero’s sale of the Products shall be considered complete upon transfer of risk and title to the earlier of Authorized Distributor or you.
Liquidated Damages. For each occasion that you breach Sections 3 or 4 of this Agreement by engaging in the unauthorized sale of Products, in addition to all other remedies available to eero under this Agreement and at law, you agree to pay eero, as liquidated damages and not as a penalty, the greater of the following amounts: (i) the costs and fees associated with eero’s investigation and enforcement regarding your unauthorized sales; or (ii) five times (5X) the MSRP of the Product(s) per unit of Product. The Parties agree that these damages are not punitive, that eero’s damages due to the breach of Sections 3 or 4 of this Agreement are difficult to quantify, and that these liquidated damages are a reasonable approximation of eero’s damages in the event of a breach.
5. Geographic Sales Boundary
You may only sell and advertise for sale the Products within the Territory. eero hereby expressly prohibits you from soliciting or consummating sales outside the Territory.
Liquidated Damages. For each occasion that you breach Section 5 of this Agreement by engaging in the unauthorized sale of Products to any person or entity outside the Territory, in addition to all other remedies available to eero under this Agreement and at law, you agree to pay eero, as liquidated damages and not as a penalty, the greater of the following amounts: (i) the costs and fees associated with eero’s investigation and enforcement regarding your unauthorized sales; or (ii) five times (5X) the MSRP of the Product(s) per unit of Product. The Parties agree that these damages are not punitive, that eero’s damages due the breaches of Section 5 of this Agreement are difficult to quantify, and that these liquidated damages are a reasonable approximation of eero’s damages in the event of a breach.
6. Intellectual Property.
eero hereby grants you a limited, non-exclusive, non-transferable, revocable license during the Term to use the Licensed IP for the sole purpose of advertising and promoting the sale of Products within the Territory to End-Users.
B. Restrictions and Limitations
i. You will ensure that the Licensed IP is: (a) used in conjunction with the ® or TM designations as directed by eero; (b) not modified in any manner without the prior written consent of eero; (c) used alone without any other terms, marks, or designs which may detract from the Licensed IP; and (d) displayed according to specifications which eero may provide or amend from time to time.
ii. You will perform all acts requested by eero to ensure that the nature and quality of your use of the Licensed IP is consistent with and does not detract from the goodwill associated with the Licensed IP. You are specifically prohibited from registering or using any domain name containing any of eero’s trademarks.
iii. You have no right, title, or interest in the Licensed IP, except as expressly granted in this Agreement. All use of the Licensed IP and the goodwill associated therewith shall inure to the benefit of eero. You will not do anything inconsistent with eero’s ownership of the Licensed IP, including, but not limited to, using, causing or permitting another party to use the Licensed IP as any part of a uniform resource locator (“URL”), metadata tag, or as a keyword or search engine term. You will not, during the Term or thereafter, challenge the validity of the Licensed IP or eero’s title to or rights in the Licensed IP.
iv. You will not use the Licensed IP in a manner that disparages eero or the Products, blurs, dilutes or otherwise diminishes the Licensed IP, or portrays eero or the Products in a false, competitively adverse or poor light.
v. Except as otherwise stated in this Agreement, upon termination of this Agreement you will immediately discontinue and abandon use of the Licensed IP, shall cease to advertise or represent yourself as an authorized reseller, and shall cease to market, advertise, offer to sell, and/or sell the Products. You must promptly return to eero all Confidential Information (as defined in Section 19 below) including, but not limited to, all documents and information concerning prices, marketing, advertising and promotional activities.
vi. You will promptly inform eero of any action or conduct of any person which may infringe upon any of eero’s intellectual property rights. eero will have the sole discretion whether to take legal action against any such infringement and any damages or other monies recovered on account of such infringement, whether by judgment, settlement or otherwise, shall belong exclusively to eero. You will cooperate fully with eero in connection with any legal action taken by eero in connection with any such infringement.
vii. You will comply with all conditions regarding the use of eero intellectual property described in www.eero.com/legal/trademark. Your breach of any of the referenced restrictions, limitations or conditions constitute grounds for termination of the license granted in Section 6.A. and of this Agreement.
7. Your Obligations
A. During the term of this Agreement, you will: (a) use reasonable efforts to display, promote, demonstrate, market and sell the Products; (b) maintain and stock an adequate supply of Products sufficient to satisfy the demand of customers; (c) maintain qualified personnel with knowledge of the specifications, features and use of the Products; (d) provide quality post-sale support for all End-Users that purchase the Products; (e) preserve and enhance the reputation and goodwill of eero and the Products and avoid any illegal or unethical actions, including without limitation “bait and switch” practices; (f) maintain complete sales records which track the serial numbers and include the dates of transaction and name and addresses of the customer(s); (g) provide eero with a report of weekly inventory and sell-through as reasonably requested by eero; (h) conduct and maintain at all times your operation in compliance with Applicable Law; and if the Territory is Canada, you further agree that if you are aware of any Canadian laws or regulations that are applicable to the sale or delivery of Products or Services under this Agreement and that are not addressed herein, you will notify eero of the same; provided, however, that the foregoing shall not be construed to require Distributor to conduct a legal analysis or determine compliance with any Canadian laws or regulations specific to eero Products or Services. You agree not to engage in any unfair or deceptive trade practices or anticompetitive activities; (i) not engage in any unfair trade practices; (j) not make any representations or warranties concerning the Products except to faithfully repeat those that appear on eero’s own current website or marketing literature or otherwise as approved in writing by eero. You will indemnify and hold eero harmless from any cost or liability, including costs of litigation and attorney’s fees as may be incurred in defending any civil, criminal, or administrative action brought against eero, its affiliates, or its or their respective its officers, employees, or agents of eero that may result from a violation of Sections 7.A(h) and (i).
B. You represent, warrant and covenant that if you or your employees, subcontractors, or agents ("Personnel") perform installation/setup of the Products for an End-User (“Installation”) (i) you will register Installation Personnel with eero via a method specified by eero (e.g. the Portal) and will provide accurate information about Installation Personnel, including a work email address and mobile telephone number for each Installation Personnel; (ii) As part of completing the setup of Products for an End User, Installation Personnel shall use the eero mobile application to perform the installation and shall complete the "Transfer Network" process in the application to transfer administrative control for the Products to the End-User; and (iii) You will promptly update Personnel information with eero in the event that Installation Personnel no longer work for you or on your behalf; and (iv) you will take all necessary steps to cease administrative access by you and any of its Personnel for Products owned by the End-User, including but not limited to access to any Product data via the mobile application and/or any remote network management functionality, in the event that the End-User is no longer a your customer (e.g. any services agreement or arrangement between you and the End-User is terminated or expires) or you do not provide customer support for the Products to the End-User.
This Agreement shall begin on the date you sign-up as an eero Professional Installer at eero.com/pro-installers#pro-installer-contact-form, and, unless sooner terminated as provided herein, continue in full force and effect for one year from the Effective Date (the “Initial Term”).This Agreement will automatically renew for consecutive one year terms (“Renewal Term(s)”, and together with the Initial Term, the "Term").
This Agreement may be terminated as follows: (a) by eero immediately upon written notice to you in the event of your breach of Sections 3, 4, 5, 6 or 7 of this Agreement; (b) by eero or you, without cause or liability, upon thirty (30) days’ prior written notice to the other Party; (c) immediately upon a change in ownership or prohibited assignment as set forth in Section 20 below; or (d) by either Party upon a continuing force majeure as set forth in Section 30 below.
10. Liability & Obligations Upon Expiration/Termination
Neither eero nor you shall be liable to the other by reason of the expiration or termination of this Agreement, including, without limitation, liability based on tort or contract, at law or in equity, compensation, reimbursement, or damages for present or prospective profits, or on account of investments, expenditures or commitments made by you, or as a result of the establishment, development or maintenance of the goodwill of eero, you or the Products. Any termination or expiration of this Agreement shall not relieve either Party of any outstanding obligation or liability for Products sold or for any other matter or reason that accrued prior to the termination or expiration. Upon expiration or termination of this Agreement, you must immediately cease to represent itself yourself as an authorized reseller / dealer / professional installer of eero Products, cease all use of Licensed IP and other eero Intellectual Property, and return to eero all advertising, promotional, display and other materials that have been furnished to you by eero. The acceptance by eero of a purchase order after the expiration or termination of this Agreement shall not be deemed a renewal or extension of this Agreement, or a waiver of its termination or expiration or a waiver of any prior breach. However, eero shall be under no obligation to accept any orders placed after termination.
11. Amendments & Waivers.
A. Except as otherwise set forth in Section 11.B below, this Agreement may be amended, waived, or modified only by a written instrument signed by an authorized officer of both Parties stating specifically that it is an amendment, waiver, or modification. No waiver of any provision at any particular time shall be deemed a permanent waiver of such provision, or a waiver of any other provision of this Agreement. Failure to enforce a provision shall not be deemed a waiver.
B. eero may amend or modify any Schedule in this Agreement by providing notice to you, and any such amendment or modification shall become effective immediately upon delivery of such notice.
Prior to your acceptance of this Agreement, this Agreement is subject to change by us at any time. When we make changes, we will make a new copy of this Agreement available on an eero.com domain or eero.com sub-domain. We will also update the “Last Updated” date at the top of this Agreement. We may also send you an email to the last address you provide to us. Any changes to this Agreement will be effective immediately or on the effective date indicated.
12. Product Recall
A. In the event that any Product is found by eero, you, or any governmental agency or court having jurisdiction over such Product to contain a safety hazard or other defect or condition that requires or would make advisable a rework or recall of such Product, such Party shall promptly communicate all relevant facts to the other Party. eero shall promptly undertake all corrective actions, including those required to meet all obligations imposed by Applicable Law, and shall file all necessary papers, corrective action programs, and other related documents required under Applicable Law. eero shall perform all necessary repairs or modifications to the Product at its sole expense. You will reasonably cooperate with and assist eero in any such filing and corrective actions, and to the extent that you incur direct hourly labor costs as a result of you providing such reasonable assistance to eero, you will document and invoice such costs (without markup) to eero for its review and reimbursement to you. Nothing in this Section 12 shall preclude you from taking such action as may be required of you under Applicable Law.
B. The Parties recognize that it is possible that other eero-manufactured products might contain the same safety hazard, defect, or other condition described in the preceding paragraph. You and eero agree that any recall involving any Product purchased by you will be treated separately and distinctly from similar recalls of other eero products, provided that such separate and distinct treatment is lawful and that eero shall in no event fail to provide at least the same protection to you with regard to such Product as eero provides to its other customers in connection with a recall of such Product or other eero Products. Each Party shall consult the other prior to making any statements to the public or a governmental agency concerning issues relating to any recall of a Product, except where such consultation would prevent timely notification required to be given under Applicable Law.
13. Repurchase Option
Within ten (10) days of termination of this Agreement for any reason, you agree to provide eero with a list of your inventory of the Products. eero, at its option, will have the right to repurchase from you any or all saleable Products in your inventory by sending written notice of the exercise of such option within thirty (30) days from the effective date of expiration or termination or the date eero receives the foregoing list, whichever last occurs. The purchase price of such Products will be at the net invoice prices at which the Products were originally purchased by you, less any discounts or allowances that eero may have given you on account of such Products. If such option to repurchase is exercised by eero, you agree, at your expense to deliver to eero your inventory of the Products in their original packages within thirty (30) days of receipt of eero’s notice of exercise.
14. Reseller Locator
You request that, subject to consent by eero in its sole discretion, your business location, contact information, store hours and other identifying information be available to be posted on eero’s website and displayed in response to an actual or prospective purchaser’s (“Customer”) request for information about sellers of eero products in the Customer’s geographic area.
You grant to eero a non-exclusive, worldwide, perpetual, revocable, royalty-free and fully paid-up right and license to copy and display your identifying information on eero’s website, including without limitation name, address, phone, e-mail and website information, and trademark. The information may be displayed in eero’s reseller locator portal on its website (“Locator Portal”) in response to inquiries by Customers of eero products about the names and locations of eero’s authorized resellers. You further authorize eero, at its own discretion, to include a link to your site. You are responsible for ensuring that the information displayed on the Locator Portal is current and accurate, and hereby undertake to monitor and update the information posted as necessary. eero shall have no obligation to ensure that the information is current or correct, and shall not be liable under any circumstances for any consequences of erroneous or outdated information being posted on the Locator Portal. The permission and license granted in this Section 14 are not exclusive; you understand and agree that more than one authorized reseller may be displayed in response to a Customer’s request. eero will not recommend or endorse any reseller over any other reseller.
You agree to sell eero Products to Customers only as requested and ordered by Customers, and in accordance with and subject to the terms of the Agreement in effect between eero and you.
15. Product Changes by eero.
eero reserves the right at any time to discontinue the production, sale or distribution of any of its Products, to change the design of its Products and any parts thereof, and to change its service, warranty, price, or other policies, without advance notice or obligation to you of any kind whatsoever. You agree that you shall have no claim against eero or any of its agents or affiliates for failure to furnish such Products, whether or not such Products are of a model, design or type previously sold.
16. Minimum Advertised Price Policy (MAP)
If applicable, eero’s Minimum Advertised Price Policy (“Policy”) will be available to you on the Portal. You acknowledge you have read and understood this Policy as it applies to the advertisement for sale of eero Products from resellers to End-Users in the Territory. There is no agreement, express or implied, between eero and you with respect to the advertised or resale pricing of Products. If any director, officer, employee, representative, or other agent of eero tries to coerce you to agree to the price at which Reseller advertises or resells eero Products, such action shall be considered void, unauthorized, and without effect and you shall promptly notify eero’s Policy Coordinator at email@example.com.
17. Law and Forum
This Agreement shall be deemed to have been entered into and fully performed in the State of California and shall be governed by and construed in accordance with the laws of the State of California without regard for the conflicts of laws rules thereof. You agree that all controversies, disputes and claims arising out of this Agreement shall be adjudicated exclusively by a court of competent jurisdiction within San Francisco County, State of California or the United States District Court for the Northern District of California, except that any judgment in any such action may be enforced in other jurisdictions by suit or in any other permitted manner. You irrevocably consents to the jurisdiction and venue of the state and federal courts of California and waives any rights to seek a transfer of venue for any reason or to claim that the forum is inconvenient.
18. Limitation on Liability, Warranty Disclaimer, Indemnity
A. EXCLUDING THIRD PARTY INTELLECTUAL PROPERTY INDEMNIFICATION CLAIMS, EERO’S TOTAL LIABILITY IN CONTRACT, TORT OR OTHERWISE SHALL BE LIMITED TO THE PURCHASE PRICE OF THE PRODUCTS PAID BY YOU IN AGGREGATE DURING THE TWELVE (12) MONTHS PRIOR TO THE EVENT CAUSING THE LIABILITY. IN NO EVENT SHALL EERO BE LIABLE TO YOU IN CONTRACT, TORT OR OTHERWISE (INCLUDING NEGLIGENCE) FOR ANY INDIRECT, INCIDENTAL, COLLATERAL, CONSEQUENTIAL, EXEMPLARY PUNITIVE OR SPECIAL DAMAGES, INCLUDING LOSS OF PRODUCTION, LOSS OF PROFITS OR SAVINGS, LOSS OF REVENUE, LOSS OF USE OF REVENUE, LOSS OF USE OF THE PRODUCTS, LOSS OF TIME, DAMAGE TO PROPERTY CAUSED BY THE PRODUCTS, INCONVENIENCE, AND OTHER CONSEQUENTIAL ECONOMIC LOSS EVEN IF EERO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT OR OF ANY OTHER CONTRACT, THIS PROVISION SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW REGARDLESS OF FAULT.
B. EERO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH REGARD TO EERO PRODUCTS SOLD TO YOU, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
C. eero shall defend, indemnify and hold you harmless from and against any and all third party claims and liabilities, arising out of or in connection with a claim that any Product, when used within the scope intended, infringes, violates or misappropriates a valid third party patent or copyright existing on the date of this Agreement. eero shall have no obligation to you or to any other party with respect to any action or claim of infringement based upon or arising out of the use of any Product, or any part thereof if the Product has been used: (i) in a manner for which it was not intended; (ii) in a modified form without the express written permission of eero; or (iii) in combination with any other system, equipment or devices not contemplated by the applicable model specifications; or if the Products have been refurbished. The foregoing indemnification shall not apply to any claim of patent or copyright infringement based upon the use of any part, component or other device furnished or supplied by you. If any Product, or any part thereof, supplied by eero hereunder, becomes, or in eero’s opinion is likely to become, the subject of a claim of infringement of a United States or foreign patent, trademark or copyright, you shall permit eero, in eero’s sole discretion and at eero’s sole expense (i) to procure for you the right to continue using and selling the Product upon terms and conditions satisfactory to eero and the third party claimant, or (ii) to replace or modify the Product so that it becomes non-infringing.
D. You will defend, indemnify and hold harmless eero from and against any and all third-party claims and liabilities arising out of or in connection with any claim by an End-User that you (i) represented the features or capabilities of a Product in any way that is inconsistent with eero’s own marketing and Product literature, (ii) failed to comply with Applicable Law, or (iii) accessed, used or distributed End-User personal information or Product data in violation of this Agreement.
E. Each Party to whom an indemnification obligation may be owed hereunder (the “Indemnitee”) shall not be entitled to indemnification by the Party owing an indemnification obligation (the “Indemnitor”) unless the Indemnitee: (A) gives the Indemnitor prompt written notice of any action or threat of action, the ground for such action and all prior claims relating to any actual or threatened action (provided that the Indemnitor shall be relieved of its indemnification obligations hereunder only the extent prejudiced by the Indemnitee’s failure to provide prompt written notice of any such action); (B) allows the Indemnitor to maintain the sole control of the defense of the action and all negotiations for its settlement or compromise; and (C) fully and completely cooperates with the Indemnitor in all reasonable respects (and at the Indemnitor’s cost and expense) in its defense of the action and all negotiations for its settlement or compromise to third parties. Notwithstanding the foregoing, the Indemnitor shall not settle or resolve any such claim without the Indemnitee’s prior written consent, which shall not be unreasonably withheld, unless such settlement or resolution provides for the full and unconditional release of Indemnitee from performing any obligation, or taking any action or forbearance (including, without limitation, any obligation to make any payment in exchange for settlement).
In connection with the business relationship contemplated by this Agreement, each Party may receive or have access to commercially valuable technical and non-technical confidential or proprietary information of the other Party, including information in whatever form, relating to the business of such Party that is not generally known or available to others, including new product styles and designs, trade secrets, pricing strategies, marketing, business plans, and any logins and passwords provided by eero (the “Confidential Information”).Each Party acknowledges and agrees that any Confidential Information received or obtained from the other Party will be the sole and exclusive property of the other Party and may not be used, disseminated or disclosed except as may be necessary to perform the obligations required under this Agreement or as may be required by Applicable Law.If disclosure is required by Applicable Law, the Party required to disclose Confidential Information shall reasonably cooperate with the other Party (at the other Party’s request and expense) so that the other Party may preserve the confidentiality of the Confidential Information. Notwithstanding the foregoing, Confidential Information shall not include, and neither Party will be liable for disclosure of, any information received by the receiving Party under this Agreement if the information: (a) is or becomes generally available to or known to the public through no wrongful act of the receiving Party; (b) was previously known by the receiving Party through no wrongful act of the receiving Party; (c) was independently developed by the receiving Party without reference to the Confidential Information; or (d) was lawfully disclosed to the receiving Party by a third party under no obligation of confidentiality to the other Party.
You will not transfer or assign this Agreement, in whole or in part, nor will you delegate or sublicense any of your rights or obligations hereunder without the prior written consent of eero. If you are a business (rather than an individual or sole proprietor), then any change in ownership of your business whether through the sale of stock, a merger, reorganization, or sale of assets, in a single transaction or a series of related transactions, shall be deemed a transfer entitling eero to terminate this Agreement without notice.
21. Contract Interpretation
Each Party hereto acknowledges that it has had ample opportunity to review and comment on this Agreement. This Agreement shall be read and interpreted according to its plain meaning and any ambiguity shall not be construed against either Party. It is expressly agreed by the Parties that the judicial rule of construction that a document should be more strictly construed against the draftsperson thereof shall not apply to any provision of this Agreement. If any provision (or part thereof) of this Agreement shall be deemed invalid or unenforceable, the remainder of the provisions of this Agreement shall continue in full force and effect to the maximum extent consistent with the intent of the Parties.
Because the damages associated with any breach of this Agreement would be difficult, if not impossible to ascertain, eero shall have the right to seek immediate injunctive relief (including but not limited to a temporary restraining order, preliminary and/or permanent injunctive relief) against you for any such breach without having to provide notice to you or to post a bond. eero’s right to injunctive relief shall be in addition to and not in lieu of its right to obtain any other damages. You waive any right to an injunction to allow you to continue marketing, advertising, offering for sale, and/or selling Products or to use the Licensed IP once this Agreement has been terminated for any reason. In the event of non-payment by you, you will be responsible for eero’s attorneys’ fees and costs associated with any lawsuit or other action necessary to obtain full payment. Notwithstanding any statutory provision to the contrary, you must bring any alleged claims against eero arising under this Agreement or its termination within one hundred eighty (180) days of the claim arising or any such claim shall be waived.
23. Ineffectiveness Clause
Should a provision in this Agreement be or become ineffective, the effectiveness of all other terms shall not thereby be affected. Ineffective terms shall be replaced by legally valid provisions, which best reflect the requisite commercial intent of the Parties.
Titles or captions contained in this Agreement are inserted only for convenient reference, and in no way define, limit or describe the scope or intent of this Agreement or any provision hereof.
25. Independent Entities; No Franchise Relationship.
Nothing contained herein shall affect, modify or change the fact that eero and you are separate legal entities and are not representatives or agents of each other. You specifically acknowledge that this Agreement does not create any agency or franchise relationship and that you have not paid a direct or indirect fee in connection with the establishment of this buyer/seller relationship. This Agreement does not create a joint venture, partnership and/or agency relationship. eero shall bear no responsibility, directly or indirectly, for the Reseller Locations or for the transactions made through said Reseller Locations.
26. Release and Limitations on Future Claims
In consideration of the mutual execution of this Agreement, you agree to hereby release eero from all manner of action and actions, cause and causes of action, suits, contracts, controversies, damages, claims and demands whatsoever, known or unknown, in law or in equity, whether under laws and regulations of federal, state or municipal governments, under the common law or otherwise, which you or your respective successors or assigns ever had, now have or which they or any of them hereafter can, shall or may have against eero by reason of any matter, cause or thing whatsoever from the beginning of time until the Effective Date hereof.
In addition to any sections that by their nature are designed to survive expiration or termination, or which expressly state that they shall do so, the following sections of this Agreement shall also survive the expiration or termination of this Agreement: 10, 12, 13, 14, 17, 18, 19, 20, 22, 26, and 28.
Notices under this Agreement shall be in writing and shall be deemed given on the day of any email transmission with acknowledged receipt, on the day of receipt in the event of delivery by a reputable national overnight delivery service, or three (3) days after mailing by USPS First Class mail. Notices to you will be sent to you at the address you listed on the sign-up form, or to eero will be sent to the respective addresses first listed on the first page of this Agreement or the Portal; or to eero at Attn: General Counsel, 660 3rd St Floor 4, San Francisco CA 94107 or by email to firstname.lastname@example.org unless a subsequent address is designated in writing by Distributor or eero. All notices to eero shall be sent to the attention of its Group Vice President, with a copy to eero's General Counsel at the same address.
This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. This Agreement may be executed and delivered by facsimile signature, PDF or any electronic signature complying with the U.S. federal ESIGN Act of 2000 (e.g., www.docusign.com).
30. Force Majeure
Neither eero nor you will be held liable or in default for failure of performance for any cause beyond their reasonable control such as, for example, acts of God, declared or undeclared war, fire, flood, interruption of transportation, embargo, insurrections, accident, explosion, governmental orders, regulations, restrictions, priorities or rationing, any strike, lockout or other labour troubles interfering with the production or transportation of the Products or interference with the supply of raw materials for production of the Products. If the force majeure in question prevails for a continuous period in excess of three (3) months, either Party shall be entitled to give notice in writing to the other Party to terminate this Agreement, specifying the termination date, which must not be less than fifteen (15) days after the date on which the notice to terminate is given. Once a notice to terminate has been validly given, this Agreement shall terminate on the termination date set out in such notice.
31. Entire Agreement
This Agreement, any attached Schedules, any additional terms and conditions mutually agreed upon in writing by the Parties, the information you have submitted as part of the sign-up process, eero’s written invoices, and any and all personal guarantees or assurances of payment entered by you in favor of eero set forth the entire understanding and agreement of the Parties, and supersede any and all oral or written agreements or understandings between the Parties as to the subject matter of this Agreement. The Parties hereby acknowledge and represent, by execution hereof, that said Parties have not relied on any representation, assertion, guarantee, warranty, collateral contract or other assurance, except those set out in this Agreement, made by or on behalf of any other Party or any other person or entity whatsoever, prior to the execution of this Agreement.The Parties hereby waive all rights and remedies, at law or in equity, arising or which may arise as the result of a Party’s reliance on such representation, assertion, guarantee, warranty, collateral contract or other assurance, provided that nothing herein contained shall be construed as a restriction or limitation of said Party’s right to remedies associated with the gross negligence, willful misconduct or fraud of any person or Party taking place prior to, or contemporaneously with, the execution of this Agreement.