eero LLC Professional Dealer Agreement for UK
eero LLC Professional Dealer Agreement for UK
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 Dealer, “you” (also referred to as “Pro Dealer” agree to the terms of this eero Professional Dealer Agreement (including all schedules and exhibits hereto, the “Agreement”), (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 professional dealers, installers/integrators, and other authorized resellers. If you do not agree to the terms of this Agreement, you may not represent yourself as, or act in any way as, a professional dealer, installer/integrator, or other authorized reseller of eero Products. This Agreement describes the rights and obligations of you and eero with respect to your appointment as an authorized dealer 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 www.eero.com/legal.
General Definitions.
“Affiliates”: With respect to a particular person, any entity that directly or indirectly controls, is controlled by, or is under common control with such person
“Applicable Law”: All applicable Territory or U.S. Federal and State laws and regulations applicable to each Party, Territory or U.S. export 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.
“Amazon”: Amazon.com, Inc, or Amazon EU S.a.r.l., as applicable.
“Authorized Distributor”: A person or entity authorized by eero to distribute Products to authorized eero professional dealers and installers (including Pro Dealer) for resale End-Users in the Territory.
“Authorized eero Price List”: the then-current list of prices for Pro Dealer’s purchase of any Products directly from Amazon, as published by or otherwise made available to Pro Dealer by eero or Amazon.
“Confidential Information”: Defined in the NDA or Section 16.B, as applicable.
“eero Data”: (i) all eero Confidential Information (as defined in this Agreement or if applicable, the NDA); and (ii) all other data, records, files, content or information received from eero or its Affiliates.
“eero Marks”: The eero trademarks, logos, trade names, service marks and other source identifiers, each in the approved form provided by eero, together with any goodwill connected with the use of the foregoing and any materials that incorporate the foregoing.
“eero Personal Data” Any Personal Data of End-Users or Connected Users that eero receives from or through any Product or eero Service.
“eero Services”: Any services provided or performed by eero, including if applicable, eero Insight, APIs, and technical support.
“eero Trademark Guidelines”: the eero Trademark & Branding Guidelines set forth in Schedule C.
“Eligibility Criteria”: means the Amazon sales policies that apply to authorized eero professional dealers and installers (including Pro Dealer) in respect of the sale of Products in the Territory, as published or otherwise made available by eero or Amazon to Pro Dealer from time to time. The initial Eligibility Criteria will be provided by email promptly upon this Agreement becoming effective, and may thereafter be updated periodically by eero at eero’s sole discretion upon prior written notice to Pro Dealer.
“End-User” or “Pro Dealer Customer”: Any purchaser of the Product(s) from Pro Dealer that is the ultimate person or entity for whom the Product is designed, and who, to Pro Dealer’s knowledge, does not intend to resell the Product to a third party.
“Feedback”: Defined in Section 3.D.
“Force Majeure”: Defined in Section 24.
“IP Claim”: Defined in Section 7.A.
“Indemnitee” and “Indemnitor”: Defined in Section 7.E.
“Installation”: Pro Dealer’s installation or setup of Products on behalf of or for an End-User in accordance with eero’s directions.
“Intellectual Property Rights” or “IPR”: All patents, copyrights, moral rights, trademarks, trade secrets, mask work rights and any other form of proprietary rights or rights to intellectual property recognized in any jurisdiction, including applications and registrations for any of the foregoing.
“Inventions”: Defined in Section 3.D.
“Mobile Application:” The current version of eero’s mobile application for Android and iOS, as periodically updated by eero.
“NDA”: If applicable, the nondisclosure agreement between Pro Dealer (or its Affiliate) and eero (or its Affiliate).
“Personal Data”: Any information relating to an identified or identifiable person, including any End-User or Connected User, where an identifiable person is one who can be identified, directly or indirectly, in particular by reference to their name, address, phone number, email address, an identification number or to one or more factors specific to their physical identity, geolocation or other personally identifiable characteristics.
“Personnel”: Pro Dealer’s or any Pro Dealer subcontractor’s employees, agents, subcontractors, agents, and other authorized users of Pro Dealer’s systems and network resources.
“Product(s)”: The eero or eero Affiliate products, services (including subscriptions) and related equipment and accessories that are (i) listed on or referred to by Schedule A and/or the Authorized eero Price List; or (ii) to which eero has otherwise given Pro Dealer access via eero Services.
“Term,” “Initial Term” and “Renewal Term”: Defined in Section 8.
“Territory”: Defined in Schedule A.
“URL”: A uniform resource locator.
Appointment. Subject to Pro Dealer meeting and continuing to meet the Eligibility Criteria, eero appoints Pro Dealer as a non-exclusive purchaser of the Products for the Term of this Agreement, where Pro Dealer is authorized to resell the Products to End-Users within the Territory on the terms set forth in Schedule A and solely in accordance with the resale model(s) specified therein.
Intellectual Property and Marketing.
Grant. eero hereby grants to Pro Dealer a limited, non-exclusive, non-transferable, revocable license to use the eero Marks during the Term for the sole purpose of advertising, promoting, and reselling Products within the Territory to End-Users; provided that, with respect to any use of the eero Marks on the Internet, Pro Dealer is only granted the right to use the eero Marks on its own website for the purposes of marketing and promoting the eero Products in accordance with the Eligibility Criteria.
Marketing Collateral. eero will deliver marketing collateral (such as print, photographs, graphics, video and display materials) for use by Pro Dealer in marketing eero Products. All such materials are for marketing purposes only and are not for resale by Pro Dealer. Pro Dealer may modify marketing collateral as reasonably necessary to promote eero Products, provided that Pro Dealer will not publish, display or distribute such modified materials, or otherwise market eero Products in any manner inconsistent with eero’s marketing collateral and other eero guidelines, including but not limited to the restrictions in Section 3.C and the eero Trademark Guidelines, without prior written approval by eero. eero reserves the right to survey Pro Dealer’s marketing of eero Products and require changes where reasonably necessary for Pro Dealer to comply with the previous sentence.
Restrictions and Limitations.
Pro Dealer will ensure that the eero Marks are: (a) not modified in any manner without the prior written consent of eero; (b) used alone without any other terms, marks, or designs which may detract from the eero Marks; and (c) displayed according to specifications which eero may provide or amend from time to time.
Pro Dealer will perform all acts requested by eero and its Affiliates to ensure that the nature and quality of Pro Dealer’s use of the eero Marks is consistent with and does not detract from the goodwill associated with the eero Marks. Pro Dealer is specifically prohibited from registering or using any domain name containing any eero Mark.
Pro Dealer will have no right, title, or interest in the eero Marks. All use of the eero Marks and the goodwill associated therewith will inure to the benefit of eero and its Affiliates. Pro Dealer will not do anything inconsistent with eero’s (or eero’s Affiliates’) ownership of the eero Marks, including, but not limited to, using, causing or permitting another party to use the eero Marks as any part of a URL, metadata tag, or as a keyword or search engine term, or selling, renting or offering for sale or rent any product bearing a trademark, copyright, patent, or name associated with or confusingly similar to any eero Mark that Pro Dealer purchased or obtained from a source other than eero directly or from an Authorized Distributor. Pro Dealer will not, during the Term or thereafter, challenge the validity of the eero Marks or eero’s (or eero’s Affiliates’) title to or rights in the eero Marks.
Pro Dealer will not use the eero Marks in a manner that disparages eero, the Products or eero Services, or blurs, dilutes or otherwise diminishes the eero Marks, or portrays eero, the Products, or eero Services in a false, competitively adverse or poor light.
Except as otherwise stated in this Agreement (including but not limited to Section 10.B), upon termination of this Agreement Pro Dealer will immediately discontinue and abandon its use of the eero Marks, will cease to advertise or represent itself as a distributor or Pro Dealer of eero Products, and will cease to market, advertise, offer to resell, and/or distribute the Products.
Promptly after Pro Dealer’s knowledge of the same, Pro Dealer 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, will belong exclusively to eero. Pro Dealer will cooperate fully with eero, at eero’s expense, in connection with any legal action taken by eero in connection with any such infringement.
Pro Dealer will comply with the additional conditions regarding the use of eero Marks described in the eero Trademark Guidelines.
Pro Dealer will not without eero’s prior written approval (a) add any of its own logos or trademarks to any Product or eero Service, including physical hardware or packaging; or (b) obscure or alter in any fashion the serial number on any hardware Product or its packaging.
Intellectual Property Rights. Pro Dealer acknowledges that as between eero and Pro Dealer, eero and its Affiliates will own all right, title and interest in any and all Intellectual Property Rights developed, invented or reduced to practice by eero or its Affiliates in the course of or in connection with providing any eero Services or Products (“Inventions”). eero and its Affiliates will be free to exercise all rights in any suggestions, ideas, or other feedback Pro Dealer provides to eero or its Affiliates about eero Product(s), eero Service(s) or any eero material(s), or any other eero or eero Affiliates’ product, technology, or service (collectively “Feedback”), without restriction and without compensating Pro Dealer, including if applicable, Feedback provided under the terms of an NDA.
Pro Dealer’s Marks. eero acknowledges that the name of Pro Dealer and any of its parent company, Affiliates, and subsidiaries, and each of their respective logos, trademarks, service marks, and other intellectual property (collectively, “Pro Dealer’s Marks”) are the exclusive property of Pro Dealer (or such Pro Dealer-affiliated entity). eero has not and will not acquire any proprietary rights in any of Pro Dealer’s Marks by reason of this Agreement or the marketing, promotion, or sale of the Products. Pro Dealer hereby grants to eero a limited, non-exclusive, non-transferable, revocable license to use Pro Dealer’s Marks during the Term for the purposes of stating on eero’s public website and other public materials that Pro Dealer is authorized to resell eero Products. As a condition to any further right to use Pro Dealer’s Marks, eero will obtain the prior written consent of Pro Dealer.
Pro Dealer Obligations.
Pro Dealer will use reasonable efforts to display, promote, demonstrate, market and resell the Products during the Term.
Pro Dealer will ensure at all times that all promotional and marketing information published by Pro Dealer about the Products (i) complies with the eero Trademark Guidelines; and (ii) is in all material respects consistent with information and specifications about the Products provided to Pro Dealer or published by eero, and that Pro Dealer does not, and does not allow any of its representatives, agents or Affiliates to, misrepresent the features, attributes or capabilities of the Products in any communication or publication.
Pro Dealer will maintain and stock an adequate supply of Products sufficient to satisfy the demand of End-Users during the Term.
Pro Dealer will comply with the General Terms as set forth in Schedule B.
Pro Dealer will maintain qualified Personnel with knowledge of the specifications, features and use of the Products during the Term.
Pro Dealer will preserve and enhance the reputation and goodwill of eero and the Products.
Pro Dealer will conduct and maintain at all times its operations in compliance with Applicable Law and applicable privacy policies. Without limiting the foregoing:
Pro Dealer will not engage in any unfair trade practices in connection with its performance as a Pro Dealer under this Agreement, or in the marketing or distribution of Products, including without limitation “bait and switch” practices;
Pro Dealer agrees that any Personal Data that it collects independently from End-Users (i.e. in connection with a Pro Dealer Service and not through an eero Product or eero Service) (“Pro Dealer Personal Data”) will be collected and used in compliance with Applicable Law, including any Pro Dealer privacy policies if applicable;
Pro Dealer agrees to the following regarding any eero Personal Data:
eero Personal Data will be governed by eero’s applicable privacy policy (www.eero.com/legal/privacy); and
Each party will independently respond to data subject access requests and/or data deletion requests it receives from End-Users or Connected Users concerning eero Personal Data and/or Pro Dealer Personal Data.
Pro Dealer will provide each End-User with Product information (e.g. safety & compliance sheets or in-box booklets) that eero specifies in its reasonable discretion, either directly by Installation Personnel or with or in packages containing Products that Pro Dealer delivers to End-Users; and
Pro Dealer will comply with all applicable environmental, e-waste, and consumer products recycling laws and regulations in the Territory.
Pro Dealer will take appropriate steps to protect and secure Personal Data and eero Data from unauthorized disclosure.
Pro Dealer will notify eero as soon as commercially practicable (and in no event longer than five (5) business days) after learning of the loss or theft of any eero Products from Pro Dealer’s or an End-User’ possession.
eero Obligations. During the Term, eero will:
use reasonable efforts to produce, maintain, and deliver an adequate supply of Products sufficient to satisfy Pro Dealer’s reasonable demand therefor;
comply with the General Terms as set forth in Schedule B;
maintain qualified personnel with knowledge of the specifications, features and use of the Products; and
if applicable, maintain records that track the sale of Products purchased by Pro Dealer hereunder.
eero is a wholly owned subsidiary of Amazon and may engage an Amazon Affiliate to receive purchase orders, fulfill Product shipments, engage in RMA/reverse logistics activities, and receive payments from Pro Dealer. The use of such Affiliates by eero will in no way relieve eero of its obligations hereunder.
Limited Warranty and Disclaimer. Product warranties and returns are governed by the terms specified in Schedule B.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EERO AND ITS AFFILIATES HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, LOSS OF DATA, TITLE AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT THE PRODUCTS AND EERO SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OR CONDITION OF ANY KIND. EERO AND ITS AFFILIATES DO NOT WARRANT THAT EERO SERVICES OR ANY ASPECT OF THE PRODUCTS WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE. SOME JURISDICTIONS MAY PROHIBIT A DISCLAIMER OF WARRANTIES AND A PARTY MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION. NOTHING IN THIS SECTION AFFECTS A PARTY’S STATUTORY RIGHTS.Indemnity.
eero will (i) defend, or at its option, settle, any third party claim brought against Pro Dealer alleging that the Products infringe or misappropriate any third party Intellectual Property Rights (“IP Claim”); and (ii) indemnify Pro Dealer against any and all damages, losses, liabilities, costs and expenses that are finally awarded, or settled for, in connection with any such IP Claim. eero will have no obligation to Pro Dealer or to any other party with respect to any IP Claim based upon or arising out of the use of any Product, or any part thereof (1) if the Product has been used: (a) in a manner for which it was not intended or in breach of this Agreement; (b) in a modified form without the express written permission of eero; or (c) in combination with any other system, equipment or devices not contemplated by the applicable model specifications; or (2) if the Products have been refurbished (other than by eero). eero will further have no obligation to the Pro Dealer or to any other party with respect to any IP Claim based upon or arising out of the use of any part, component or other device furnished or supplied by Pro Dealer. If any Product, or any part thereof, supplied by eero hereunder, becomes, or in eero’s opinion is likely to become, the subject of an IP Claim, Pro Dealer will permit eero, in eero’s sole discretion and at eero’s sole expense to either (y) procure for Pro Dealer the right to continue distributing the Product upon terms and conditions satisfactory to eero and the third party claimant, or (z) to replace or modify the Product so that it becomes non-infringing. The remedies in this Section 7.A set forth eero’s sole and exclusive obligation, and Pro Dealer’s sole and exclusive remedy, for any and all claims of infringement or misappropriation of third party Intellectual Property Rights.
eero (i) will defend, or at its option, settle, any third party claim brought against Pro Dealer, its officers, employees, agents and Affiliates alleging death, personal injury or tangible property damage directly caused by a defective Product, except to the extent based on Pro Dealer’s negligence, unauthorized actions or alterations with respect to the Product that gave rise to such claim; and (ii) will indemnify Pro Dealer, its officers, employees, agents and Affiliates against any and all damages, losses, liabilities, costs and expenses that are finally awarded, or settled for, in connection with any such claim.
Pro Dealer (i) will defend, or at its option, settle, any third party claim brought against eero, its officers, employees, agents and Affiliates arising out of or in connection with Pro Dealer’s (a) failure to comply with Applicable Law in its performance of its obligations and exercise of its rights under this Agreement, or (b) breach of Sections 4.G, 4.H or 4.I above, including but not limited to accessing, using or distributing Personal Data in violation of this Agreement; and (ii) will indemnify eero, its officers, employees, agents and Affiliates against any and all damages, losses, liabilities, costs and expenses that are finally awarded, or settled for, in connection with any such claim.
Pro Dealer (i) will defend, or at its option, settle, any third party claim brought against eero, its officers, employees, agents and Affiliates arising out of or in connection with any (a) representation by Pro Dealer of the features or capabilities of a Product in any way that is inconsistent with eero’s own marketing and Product literature, (b) death, personal injury or tangible property damage to any End-User through the actions of its Personnel, or (c) infringement of any copyright or trademark rights of any third party by any promotional or marketing materials developed or created by or on behalf of Pro Dealer; and (ii) will indemnify eero, its officers, employees, agents and Affiliates against any and all damages, losses, liabilities, costs and expenses that are finally awarded, or settled for, in connection with any such claim.
Each Party to whom an indemnification obligation may be owed hereunder (the “Indemnitee”) will not be entitled to indemnification by the Party owing an indemnification obligation (the “Indemnitor”) unless the Indemnitee: (i) 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 will 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); (ii) allows the Indemnitor to maintain the sole control of the defense of the action and all negotiations for its settlement or compromise; and (iii) 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 will not settle or resolve any such claim without the Indemnitee’s prior written consent, which will 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).
Term. This Agreement will begin on the Effective Date and, unless sooner terminated as provided herein, continue in full force and effect for two (2) years from the Effective Date (the “Initial Term”). This Agreement will automatically renew for additional one (1) year terms (“Renewal Term(s)”, and together with the Initial Term, the “Term”), unless sooner terminated as provided herein.
Termination. This Agreement may be terminated as follows:
upon written notice by either Party if the other Party has materially breached any provision of this Agreement, the non-breaching Party has provided written notice thereof, and such breach is not remedied within thirty (30) days of receipt the written notice of breach;
by either Party for convenience and without cause upon the terms specified in Schedule A, or if none are specified in Schedule A, by providing at least thirty (30) days’ prior written notice to the other Party;
by Pro Dealer in accordance with Section 11.A;
by eero in accordance with Section 17;
by either Party immediately upon notice if the other Party files a petition in bankruptcy (which is not discharged within fifteen (15) days), undergoes a reorganization pursuant to a petition in bankruptcy, is adjudicated a bankrupt or insolvent, or becomes dissolved or liquidated, files a petition for dissolution or liquidation, makes an assignment for benefit of creditors, or has a receiver appointed for its business, or is subject to property attachment or court injunction or court order that has a substantial negative effect on its ability to fulfill its obligations under this Agreement; or
by either Party upon a continuing Force Majeure as set forth in Section 24 below.
Liability & Obligations Upon Expiration/Termination.
Expiration or Termination for Convenience. Neither eero nor Pro Dealer will be liable to the other solely by reason of the expiration or termination of this Agreement in accordance with Section 9.B, including, without limitation, liability based in law or in equity, compensation, reimbursement, or damages for present or prospective profits, or on account of investments, expenditures or commitments made by either Party, or as a result of the establishment, development or maintenance of the goodwill of eero, Pro Dealer or the Products. Notwithstanding the foregoing, any termination or expiration of this Agreement will 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 of this Agreement.
Obligations. Upon any expiration or termination of this Agreement, except as otherwise provided for herein: will immediately cease to: (i) represent itself as a distributor or reseller of eero Products, and (ii) use any eero’s Intellectual Property Rights (including but not limited to eero Marks); (iii) Pro Dealer will return to eero all (a) eero Data, including all documents and information concerning prices, marketing, advertising and promotional activities, and (b) advertising, promotional, display and other materials that have been furnished to Pro Dealer by eero; and (iv) the acceptance by eero of a Pro Dealer purchase order after the expiration or termination of this Agreement will 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. eero will be under no obligation to fulfill any orders placed by Pro Dealer after the effective date of expiration or termination of this Agreement.
Run-Off Sale. Any entitlement to continue reselling Products after expiration or termination of this Agreement will be in accordance with the provisions (if any) of Schedule B.
Repurchase Option. Any entitlement to repurchase the Products from Pro Dealer after termination or expiration of this Agreement will be in accordance with the repurchase provisions (if any) of Schedule B.
Amendments, Waivers & Changes.
This Agreement may be amended or modified by eero at any time by posting revised terms to eero’s website. The modified Agreement will become effective upon posting and Pro Dealer’s continued participation in eero’s professional dealer program after the effective date will constitute acceptance of such amendment or modification, provided that if any amendment or modification to this Agreement results in a material adverse effect to Pro Dealer’s rights and obligations hereunder, Pro Dealer may terminate this Agreement for convenience by providing a notice of termination to eero pursuant to Section 9.B within fifteen (15) days of the notice of the modification.
No waiver of any provision at any particular time will be deemed a permanent waiver of such provision, or a waiver of any other provision of this Agreement. Failure to enforce a provision will not be deemed a waiver.
eero reserves the right at any time to discontinue the production, sale or distribution of any of its Products or eero Services, to change the design of its Products and eero Services and any parts thereof, and to change its service, warranty, or other policies. Pro Dealer agrees that it will 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.
Product Recall.
In the event that any Product is found or reasonably believed by a Party or any governmental agency or court having jurisdiction over such Product to contain a safety hazard or other defect or condition that requires or makes advisable a recall of such Product, such Party will promptly communicate all relevant facts to the other Party. If eero confirms the existence of the safety hazard or other defect or condition, eero will, in its reasonable discretion, promptly undertake reasonable corrective actions, including those required to meet all obligations imposed by Applicable Law, and will file all necessary papers, corrective action programs, and other related documents required under Applicable Law. eero will either: (i) perform all necessary repairs or modifications to the Product; or (ii) replace the Products with repaired or modified Products of a like kind and quality, each at its sole expense. Pro Dealer will reasonably cooperate with and assist eero in any such filing and corrective actions, and to the extent that Pro Dealer incurs direct hourly labor costs as a result of Pro Dealer providing such reasonable assistance to eero, Pro Dealer will document and invoice such costs (without markup) to eero for its review and reimbursement to Pro Dealer. Nothing in this Section 12 will preclude Pro Dealer from taking such action as may be required of it under Applicable Law.
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. Pro Dealer and eero agree that any recall involving any Product purchased by Pro Dealer 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 will in no event fail to provide at least the same protection to Pro Dealer 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 will 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.
Records and Audit. Pro Dealer agrees to maintain complete, clear and accurate records of all orders, customers and transactions completed with respect to this Agreement, including if applicable, copies of all signed agreements with End-Users to whom Pro Dealer resells Products. Pro Dealer will maintain all records required under this Agreement for at least two (2) years following expiration or termination of the Agreement.
Law and Forum. Schedule A specifies the governing law and forum for adjudication of controversies, disputes and claims.
Limitation of Liability.
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT OR OF ANY OTHER CONTRACT, THIS SECTION 15 WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW REGARDLESS OF FAULT.
EXCLUDING CLAIMS FOR BREACH OF CONFIDENTIALITY, MISUSE OF PERSONAL DATA, MISAPPROPRIATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY, GROSS NEGLIGENCE, WILLFUL MISCONDUCT, FRAUD, BODILY INJURY TO THE EXTENT CAUSED BY A PARTY OR A DEFECTIVE PRODUCT RESOLD HEREUNDER, OR INDEMNIFICATION CLAIMS UNDER SECTION 7, EACH PARTY’S TOTAL LIABILITY IN CONTRACT, TORT OR OTHERWISE WILL BE LIMITED TO THE LESSER OF (X) THE PURCHASE PRICE OF THE PRODUCTS PAID BY PRO DEALER TO AMAZON OR AN AUTHORIZED DISTRIBUTOR IN AGGREGATE DURING THE TWELVE (12) MONTHS PRIOR TO THE EVENT CAUSING THE LIABILITY OR (Y) ONE MILLION U.S. DOLLARS ($1,000,000).
EERO’S TOTAL LIABILITY FOR IP CLAIMS UNDER SECTION 7.A SHALL BE LIMITED TO THE LESSER OF (X) THE PURCHASE PRICE OF THE ACCUSED PRODUCTS SUBJECT TO THE IP CLAIM PAID BY PRO DEALER TO AMAZON OR AN AUTHORIZED DISTRIBUTOR IN AGGREGATE DURING THE TWELVE (12) MONTHS PRIOR TO THE EVENT CAUSING THE LIABILITY OR (Y) TEN MILLION U.S. DOLLARS ($10,000,000). ABSENT AN INDEMNITOR’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUD, EACH PARTY’S TOTAL LIABILITY FOR OTHER INDEMNIFICATION CLAIMS UNDER SECTION 7 WILL BE LIMITED TO TEN MILLION U.S. DOLLARS ($10,000,000).
EXCLUDING CLAIMS FOR BREACH OF CONFIDENTIALITY, MISUSE OF PERSONAL DATA, MISAPPROPRIATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY, WILLFUL MISCONDUCT, OR ALL COURT-ORDERED AMOUNTS FINALLY AWARDED OR ALL AMOUNTS FINALLY SETTLED FOR THAT ARE PAID BY A PARTY PURSUANT TO SECTION 7, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER 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 THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Confidentiality.
The Parties’ confidentiality obligations under this Agreement are governed by (i) the terms of the NDA which are incorporated into this Agreement by reference, or if the Parties have not entered into an NDA, (ii) the terms set forth in Section 16.B. eero Data is eero’s Confidential Information within the meaning set forth in the NDA or Section 16.B, as applicable.
In connection with the business relationship contemplated by this Agreement, each Party may receive or have access to confidential or proprietary information of the other Party (“Confidential Information”). Confidential Information includes without limitation, all non-public information in any form relating to the other Party’s technology, products, services, processes, pricing, data, customers, business plans and methods, promotional and marketing activities, finances and other business affairs, Personal Data, and any logins and passwords provided by eero. Each Party acknowledges and agrees that the other Party’s Confidential Information will remain the sole and exclusive property of the other Party. The receiving Party will use the other Party’s Confidential Information only as required or contemplated under this Agreement and will only share Confidential Information with its Personnel that need to know it for such purpose and are bound by confidentiality obligations that are at least as protective of the Confidential Information as those contained in this Agreement. Each Party will prohibit the unauthorized use and access of such Confidential Information with at least the same degree of care as it exercises to protect its own proprietary information of a similar nature, but in no event less than a reasonable standard of care. Notwithstanding the foregoing, a Party may disclose the other Party’s Confidential Information to the extent required by Applicable Law, provided that it 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, any information received by the receiving Party under this Agreement if the information: (i) is or becomes generally available to or known to the public through no wrongful act of the receiving Party; (ii) was previously known by the receiving Party through no wrongful act of the receiving Party; (iii) was independently developed by the receiving Party without use of or reference to the other Party’s Confidential Information; or (iv) was lawfully disclosed to the receiving Party by a third party under no obligation of confidentiality to the other Party.
Assignment. This Agreement will not be transferred or assigned by Pro Dealer, in whole or in part, nor will Pro Dealer delegate or sublicense any of its rights or obligations hereunder, including assignment to any Affiliate or to any entity that succeeds to all or substantially all of Pro Dealer’s assets or equity by merger, reorganization or Change of Control, without eero’s prior written consent. A “Change of Control” means: (a) the date a "person" or "group" is or becomes the beneficial owner, directly or indirectly, of voting securities or rights representing more than 50% of Pro Dealer's outstanding voting securities or rights to acquire such securities; or (b) any direct or indirect sale, lease or other transfer of all or substantially all of the assets of Pro Dealer. If eero receives notice through any means of a Change of Control of Pro Dealer during the Term, eero will have the right to terminate this Agreement upon written notice to Pro Dealer, effective as of the date of the Change of Control or other time specified by eero in its notice. Subject to these requirements and limitations, permitted successors and assigns will be bound by the terms and conditions of this Agreement.
Contract Interpretation; Ineffectiveness. This Agreement will be read and interpreted according to its plain meaning and any ambiguity will 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 will not apply to any provision of this Agreement. If any provision (or part thereof) of this Agreement or any change thereto, is found invalid, void or for any reason unenforceable, such provision or change: (a) will still be enforced to the full extent permissible under Applicable Law; (b) if such provision or change is wholly void or unenforceable, such provision or change will be of no force and effect and will be severed from this Agreement; and (c) in the case of either (a) or (b), the remainder of the Agreement will continue in full force and effect. Should a provision in this Agreement be or become ineffective, the effectiveness of all other terms will not thereby be affected. Ineffective terms will be replaced by legally valid provisions, which best reflect the requisite commercial intent of the Parties. Notwithstanding anything to the contrary herein, nothing in this Agreement will be interpreted or construed to induce or require any party hereto to act in any manner (including taking or failing to take any actions in connection with a transaction) which is penalized under any laws, regulations, rules or requirements that apply to any party to this Agreement in the Territory.
Remedies. Because the damages associated with any breach of this Agreement may be difficult to ascertain, eero will have the right, without having to provide notice to Pro Dealer or to post a bond, to seek immediate injunctive relief (including but not limited to a temporary restraining order, preliminary and/or permanent injunctive relief) against Pro Dealer for any such breach where, in eero's reasonable opinion, Pro Dealer is unlikely to rectify such breach in a reasonable time period and such breach is likely to cause immediate harm to eero. eero’s right to seek injunctive relief will be in addition to and not in lieu of its right to obtain any other damages. Pro Dealer hereby waives its right to an injunction to allow it to continue marketing, advertising, offering for sale, and/or reselling Products or to use the eero Marks once this Agreement has been terminated for any reason. Except for breaches of payment obligations, confidentiality, Applicable Law, or obligations concerning the use and protection of Personal Data, a party must notify the other party in writing of any alleged breach and give such party the opportunity to cure such breach within no more than thirty (30) days of receipt of such notice; otherwise, the uncured breach will not be deemed material regardless of its scope or subject. Notwithstanding any statutory provision to the contrary, Pro Dealer 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 will be waived.
Captions. 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.
Independent Entities; No Franchise Relationship. Nothing contained herein will affect, modify or change the fact that eero and Pro Dealer are separate legal entities and are not representatives or agents of each other. Pro Dealer specifically acknowledges that this Agreement does not create any agency or franchise relationship and that no direct or indirect fee has been paid by Pro Dealer in connection with the establishment of this relationship. This Agreement does not create a joint venture, partnership and/or agency relationship. eero will bear no responsibility, directly or indirectly, for any Pro Dealer locations or for transactions with End-Users made through said Pro Dealer locations.
Survival. In addition to any sections that by their nature are designed to survive expiration or termination, or which expressly state that they will do so, the following sections of this Agreement will also survive the expiration or termination of this Agreement: 2, 3.B, 3.C, 6, 7, 10, 14-16, 18-25 (and the sections and Schedules incorporated therein by reference).
Notices. All notices, demands, requests or other communications given under this Agreement will be in writing and will be given by electronic mail with acknowledged receipt. Where eero requires Pro Dealer to provide an email address, Pro Dealer is responsible for providing eero its current email address. In the event that the last email address provided to eero is not valid, or for any reason is not capable of delivering notices required/permitted by this Agreement, eero’s dispatch of the email containing that notice will nonetheless constitute effective notice. eero is not responsible for any automatic filtering to Pro Dealer’s network provider may apply to email notifications. Pro Dealer may provide notices to eero by emailing legal@eero.com.
Force Majeure. Except for non-payment by Pro Dealer despite eero’s performance of its obligations under this Agreement, neither eero nor Pro Dealer will be held liable or in default for failure of performance for any cause beyond its reasonable control such as, for example, acts of God, declared or undeclared war, fire, flood, pandemic, interruption of transportation, embargo, insurrections, accident, explosion, governmental orders, regulations, restrictions, priorities or rationing, any strike, lockout or other labor troubles interfering with the production or transportation of the Products or interference with the supply of raw materials for production of the Products (all incidents of “Force Majeure”). If the Force Majeure in question prevails for a continuous period in excess of sixty (60) days, either Party will 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, or more than thirty (30) days, after the date on which the notice to terminate is given. Once a notice to terminate has been validly given, this Agreement will terminate on the termination date set out in such notice.
Entire Agreement. This Agreement, the attached Schedules and any additional terms and conditions mutually agreed upon in writing by the Parties set forth the entire understanding and agreement of the Parties and supersede any and all oral and/or written agreements or understandings between the Parties as to the subject matter of this Agreement. Unless specifically stated in such term or otherwise agreed between the Parties in writing, any conflict between the terms of this Agreement will be resolved in the following order of precedence: Schedule A, any other Schedule, and any other term of this Agreement. The Parties hereby acknowledge and represent 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 Effective Date 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 any such representation, assertion, guarantee, warranty, collateral contract or other assurance, provided that nothing herein contained will 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 Effective Date of this Agreement.
LIST OF SCHEDULES
Schedule A: eero Products and Services and Territory Terms
Schedule B: General Terms
Schedule C: eero Trademark & Branding Guidelines
SCHEDULE A: eero Products and Services and Territory Terms
A.1 KEY TERMS
A.1(a) Products: Notwithstanding any conflicting term in the Agreement, “Products” available to Pro Dealer are limited to the following:
(i) eero wifi system hardware: Any eero mesh wifi routers, devices, or systems and related accessories specified on the applicable Authorized eero Price List. Pro Dealer will resell hardware Products in accordance with any applicable Product requirements specified in an Authorized eero Price List or applicable Schedule for different categories of End-Users.
(ii) Subscription services: None.
A.1(b) eero Services: Pro Dealer is not authorized to purchase or resell, and will not access or use any eero Services unless Pro Dealer is expressly provided such right pursuant to an amendment to this Agreement or a separate agreement with eero.
A.1(c) Territory: “Territory” means the United Kingdom.
A.2 RESALE TERMS
A.2(a) Appointment: Subject to Pro Dealer meeting and continuing to meet the Eligibility Criteria, for the Term of this Agreement, eero appoints Pro Dealer as a non-exclusive purchaser of the Products from Authorized Distributors or Amazon, where Pro Dealer is authorized to resell Products to End-Users within the Territory. Pro Dealer hereby accepts this appointment. Pro Dealer may resell the Products to End-Users through Pro Dealer’s physical branded stores, call centers, field Personnel, and branded websites pursuant to the Eligibility Criteria. Pro Dealer will resell Products in accordance with any applicable Product requirements specified in an Authorized eero Price List or applicable Schedule for different categories of End-Users.
A.2(b) Pro Dealer Orders: Pro Dealer will place and receive all orders for eero Products through an Authorized Distributor or through Amazon. Pro Dealer is not entitled to place purchase orders for Products or any eero Services directly with eero unless Pro Dealer is expressly provided such right pursuant to an amendment to this Agreement or a separate agreement with eero. Pro Dealer will negotiate its own purchase pricing for eero hardware Products with the relevant Authorized Distributor or Amazon. eero cannot mandate the price at which the Authorized Distributor or Amazon sells hardware Products to Pro Dealer. eero may determine, in its sole discretion, which Products Pro Dealer is authorized to resell.
A.2(c) Restrictions:
(i) Resale to End-Users in Territory Only: Pro Dealer will resell the Products only to End-Users in the Territory. Pro Dealer will not sell, rent or otherwise distribute Products to any person or entity whether for their own use or for resale except to the extent permitted by the liquidation terms of Schedule B. Pro Dealer’s appointment under this Section A.2 of this Schedule A is limited to the Territory, and Pro Dealer may only take or perform the actions authorized in such section within the Territory. eero hereby expressly prohibits Pro Dealer from taking any action authorized by Section A.2(a) of this Schedule A, including consummating Product sales or providing Pro Dealer Services for such Products, outside the Territory.
(ii) Other Restrictions. Pro Dealer will not resell Products (a) for export outside the Territory; (b) for use by public or private nonprofit educational institutions; or (c) in response to a public advertisement or notice issued by a public body or authority, including pursuant to a public procurement procedure. Pro Dealer will not resell Products that are no longer eligible to receive software security updates from eero. Pro Dealer will not sell, rent or offer for sale or rent any product bearing a trademark, copyright, patent, or name associated with or confusingly similar to eero that Pro Dealer purchased or obtained from a source other than eero directly. Pro Dealer will not obscure or alter in any fashion the serial number on any Product or its packaging.
(iii) Pro Dealer may only sell Products online pursuant to an eero online sales agreement or addendum to this Agreement and only if Pro Dealer meets Amazon’s eligibility criteria for online sales.
A.3 EERO SERVICES AND INSTALLATION
A.3(a) eero Services: Pro Dealer will not be provided and may not access or use eero Insight or any other eero Services unless Pro Dealer is expressly provided such right pursuant to an amendment to this Agreement or a separate agreement with eero.
A.3(b) Installation: Pro Dealer and its Personnel are not authorized to Install Products unless expressly granted such right pursuant to an amendment to this Agreement or separate agreement with eero. Pro Dealer will not, and will ensure that its Personnel do not, Install Products under this Agreement independently or on behalf of End-Users. Notwithstanding the foregoing, Pro Dealer and its Personnel may provide reasonable assistance to End-Users that use the End-User version of the Mobile Application to install Products purchased from Pro Dealer, provided that in no event will Pro Dealer or its Personnel directly use or access any data from the End-User Mobile Application, and will not accept any terms on behalf of the End-User in the mobile application that are to be accepted or declined by the End-User.
A.4 INTELLECTUAL PROPERTY; MARKETING; PUBLICITY.
A.4(a) Pro Dealer’s Marks: Notwithstanding any conflicting term in the Agreement, “Pro Dealer’s Marks” include Pro Dealer’s identifying information (including without limitation Pro Dealer’s name, address, phone, e-mail and website information). Pro Dealer understands and agrees that more than one Pro Dealer may be identified on eero’s website, and eero will not recommend or endorse any Pro Dealer over any other Pro Dealer.
A.4(b) Marketing Collateral: eero may deliver Product marketing collateral to Pro Dealer through Authorized Distributors or by any other method reasonably specified in its discretion.
A.4(c) Product Information: Unless otherwise agreed between the Parties in writing, Pro Dealer will obtain Product information (e.g. safety & compliance sheets) from the Authorized Distributor or Amazon, which may be included in the packaging for Products that Pro Dealer resells to the End-User.
A.5 LAW AND FORUM
This Agreement will be deemed to have been entered into and fully performed in the State of Washington and will be governed by and construed in accordance with the laws of the State of Washington without regard for the conflicts of laws rules thereof. Each party agrees that all controversies, disputes and claims arising out of this Agreement will be adjudicated exclusively by a state or federal court of competent jurisdiction within Seattle, Washington, except that any judgment in any such action may be enforced in other jurisdictions by suit or in any other permitted manner. Each party irrevocably consents to the jurisdiction and venue of such state and federal courts of Washington and waives any rights to seek a transfer of venue for any reason, including that the forum is inconvenient.
SCHEDULE B: General Terms
B.1 SCOPE
All sales of eero Products to Pro Dealer from Amazon or Authorized Distributors are subject to these General Terms.
B.2 PURCHASING ONLY FROM AMAZON OR AUTHORIZED DISTRIBUTORS
Pro Dealer will place and receive all orders for Products through Amazon or an Authorized Distributor. Pro Dealer will not be entitled to place purchase orders for Products or eero Services through eero without a written amendment to this Agreement.
B.3 FORECAST
No later than fourteen (14) days prior to the commencement of each calendar quarter during the Term, the Parties will mutually agree upon a rolling twelve (12) month forecast of order quantities for the Products by quarter. Each forecast will be non-binding on Pro Dealer.
B.4 WARRANTY AND; RETURNS:
B.4(a) Warranty. Warranties will be governed by Pro Dealer's agreement with the Authorized Distributor or Amazon. eero will provide its standard 12 month Product warranty directly to End-Users.
B.4(b) Returns. Unless otherwise agreed between the Parties, eero will not accept returns directly from Pro Dealer. For Products purchased from Amazon, Amazon’s applicable return policy will apply. For Products purchased from an Authorized Distributor, Pro Dealer must contact the Authorized Distributor from which Pro Dealer purchased an allegedly defective Product and coordinate all Product returns and replacements through the Authorized Distributor.
B.4(c) Restrictions. Pro Dealer will not make any warranties (whether express or implied) to any third party, including but not limited to End-Users, related to the Products other than communicating eero’s customer warranty, if any, for the applicable Products sold to End-Users and available at http://www.eero.com/legal/warranty, without eero’s prior written consent. Pro Dealer will not offer to service the Products (other than facilitating returns and replacements) or provide extended warranties for Products sold to End-Users.
B.5 REMAINING INVENTORY AT END OF TERM; REPURCHASE OPTION:
B.5(a) Inventory List Upon Termination. Within ten (10) days of expiration or termination of this Agreement for any reason, Pro Dealer will provide eero with a written list of its inventory of Products still owned or otherwise possessed by Pro Dealer, detailing the status of the inventory, including, but not limited to, whether the Products are: (i) new and unopened Products that have been previously used in any way (including the manner of use); (ii) in its possession and not previously resold; (iii) previously resold and functional, cosmetically damaged, severely damaged, nonfunctional, etc. as well as serial numbers, part numbers and quantities of the Products (the “Inventory List”).
B.5(b) Repurchase Notice. eero, at its option, will have the right to repurchase from Pro Dealer, any or all Products on the Inventory List and in Pro Dealer’s possession (“Remaining Inventory”) by sending written reasonably detailed notice (“Repurchase Notice”) of the inventory that eero elects to repurchase (the “Repurchased Inventory”) within thirty (30) days from the date eero receives the Inventory List, provided that eero will reasonably consider and respond to Pro Dealer’s request to retain Replacement Units.
B.5(c) Delivery. Pro Dealer will deliver the Repurchased Inventory within thirty (30) days of receipt of the Repurchase Notice to a location reasonably specified by eero and at Pro Dealer’s expense. Pro Dealer is responsible for ensuring that Repurchased Inventory is suitably packaged to protect against damage in transit, and will be responsible for damage that occurs in transit. Title and risk of loss to all Repurchased Inventory will pass to eero upon delivery at eero’s designated location.
B.5(d) Purchase Price. The purchase price of such Repurchased Inventory will be at the lower of (i) the price for the specific SKU units then listed on eero’s current Authorized eero Price List; or (ii) the original purchase price paid by Pro Dealer for the inventory, in either case net of (x) any discounts or allowances that eero or an Authorized Distributor may have given Pro Dealer for such Products; and (y) remanufacturing or repackaging costs and reduced resale prices that eero reasonably expects to incur to sell the Repurchased Inventory as new or remanufactured.
B.5(e) Inspection and Payment. eero will have sixty (60) days from the receipt of all units of Repurchased Inventory on a specific Inventory List to inspect the Repurchased Inventory, accept or reject it, identify any discrepancies in the count or condition of delivered Repurchased Inventory compared to as described in the Inventory List, calculate any purchase price adjustments based on the count and condition of the delivered Repurchased Inventory, and pay Pro Dealer the applicable purchase price for accepted Repurchased Inventory. Pro Dealer may charge and eero will pay applicable Transaction Taxes, net of required withholding, provided that such Transaction Taxes are stated on the original invoice that Pro Dealer provides to eero and Pro Dealer’s invoice states such Transaction Taxes separately and meet the requirements for a valid tax invoice. eero may provide Pro Dealer with an exemption certificate or equivalent information acceptable to the relevant taxing authority, in which case, Pro Dealer will not charge and/or collect the Transaction Taxes covered by such certificate. Pro Dealer will issue any invoices or documents that are required by eero to support the repurchase of the Products.
B.6 LIQUIDATION AND RUN-OFF SALE AFTER THE END OF THE TERM
B.6(a) Disposal and Resale Rights. To the extent that eero declines to exercise its right to repurchase specific units of Remaining Inventory pursuant to Section B.5, for those Product units to which Pro Dealer has title, Pro Dealer may take any of the following actions after factory resetting each such unit:
(i) Limited Continued Resale. “New Resale Run-off Period” means the period that starts upon the expiration or termination of the Agreement for any reason other than termination by eero under Section 9.A or 9.E of the Agreement, and ends one hundred and twenty (120) days later. Solely during the New Resale Run-Off Period, Pro Dealer may resell any new Products in the Remaining Inventory that are still eligible for software security updates from eero to current or prospective End-Users; or
(ii) Limited Resale. To the extent that Remaining Inventory units are still eligible for software security updates from eero after the New Resale Run-Off Period, Pro Dealer may resell such Remaining Inventory units through any channels in the Territory, provided that any Remaining Inventory must be sold only with eero power adapters and not any third party power adapters.
B.6(b) Other Rights and Restrictions. After the Term, Pro Dealer may continue to use the eero Marks and other materials pursuant to the terms of the Agreement solely in support of resale under Sections B.6(a)(i) and (ii) 6 above. Pro Dealer will not dispose of the Products in a manner that does not comply with Applicable Law.
SCHEDULE C
eero Trademark & Branding Guidelines
C.1 INTRODUCTION
These eero Trademark Guidelines apply to your use of the eero Marks in materials that have been approved in advance by eero. Strict compliance with these eero Trademark Guidelines is required at all times, and any use of the eero Marks in violation of these eero Trademark Guidelines will automatically terminate any license related to your use of the eero Marks.
C.2 AUTHORIZED PURPOSE
You may use the eero Marks solely for the purpose expressly authorized by eero and your use must: (i) comply with the most up-to-date version of all agreement(s) with eero regarding your use of the eero Marks (collectively “Agreements”); (ii) comply with the most up-to-date version of these eero Trademark Guidelines; and (iii) comply with any other terms, conditions, or policies that eero may issue from time to time that apply to the use of the eero Marks, including but not limited to the eero Brand Blueprint.
C.3 EERO MARKS
We will supply an image or images of the eero Marks for you to use. You may not alter the images of the eero Marks in any manner, including but not limited to, changing the proportion, color, or font of the eero Marks, or adding or removing any element(s) from the eero Marks.
C.4 NO CHANGES
Never abbreviate an eero Mark or create an acronym from them. When using an eero Mark, never vary the spelling, add or delete hyphens, make two words one, or make one word two. Do not combine eero Marks with your or any third-party names or trademarks. Do not use an eero Mark as a verb, and never make an eero Mark possessive or plural. eero Marks may not be used as part of the product name for any third-party product.
C.5 NO IMPLIED ENDORSEMENT
You may not use the eero Marks in any manner that implies sponsorship or endorsement by eero other than by using the eero Marks as specifically authorized under the Agreements.
C.6 NO DISPARAGING USE
You may not use the eero Marks to disparage eero, its products or services, or in a manner which, in eero’s sole discretion, may diminish or otherwise damage or tarnish eero’s goodwill in the eero Marks.
C.7 SPACING AND BACKGROUND
The eero Marks must appear by themselves, with reasonable spacing between each side of a eero Mark and other visual, graphic or textual elements. Under no circumstance should the eero Marks be placed on any background which interferes with the readability or display of the eero Marks. Do not use a trademark symbol with the eero Marks.
C.8 NO ADDITIONS
Do not add any logos, stickers, or other additional content to any eero Product or Product packaging without eero’s prior review and written consent.
C.9 ATTRIBUTION STATEMENT
Unless otherwise instructed by eero, you must include the following statement in materials that display the eero Marks: “eero” and all related marks are trademarks of Amazon.com Inc., eero LLC or its affiliates.
C.10 EERO PROPERTY; GOODWILL
You acknowledge that all rights to the eero Marks are the exclusive property of eero, and all goodwill generated through your use of the eero Marks will inure solely to the benefit of eero. You will not take any action that is in conflict with eero’s rights in, or ownership of, the eero Marks.
C.11 RESERVATION OF RIGHTS
eero reserves the right, exercisable at its sole discretion, to modify these eero Trademark Guidelines (in accordance with Section 11.B of the Agreement) and/or the approved eero Marks at any time and to take appropriate action against any use without permission or any use that does not conform to these eero Trademark Guidelines.
eero LLC | 660 3rd Street 4th Floor San Francisco CA 94107 | www.eero.com
Last Revised: 2023-12-04