We may ask you to provide personal information when you visit our Sites, use our products, register for a program or service, subscribe to a newsletter, respond to a survey, fill out a form, or in connection with other activities, services, features or resources we make available to you from time to time. We may ask you for: your name, title or position, email address, mailing address, phone number, financial information, and other personal information as appropriate. Additionally, we may request information about the SAVI Controls products you use, or third-party products connected to your SAVI Controls system, such as model or serial numbers. In the case of a technical issue, we may also collect information relating to a support or service incident. Please note that we do not intentionally collect any sensitive personal information relating to confidential medical facts, racial or ethnic origins, political or religious beliefs or sexuality; please do provide any of this type of information to us.
To measure and improve the performance of our Sites, we may collect information during your visit to the Sites through our automatic data collection tools, which may include Web beacons, cookies, embedded Web links, pixel tags and other commonly used information-gathering tools. These tools help us track how users are interacting with our Sites, and help us make your visit to our Sites easier and more efficient by providing you with a customized experience and recognizing you when you return. SAVI Controls maintains its own pages on many social networking sites, and we may also collect information from you when you interact with our social networking pages.
A "cookie" is a small piece of data stored on a user's device. When you visit the Sites, SAVI Controls may place a "cookie" on your device which allows us to compile information about Sites usage and to recognize you when you visit the Sites again. In addition, we use pixel tags "tiny graphic images " to tell us what parts of our Sites our users have visited or to measure the effectiveness of searches performed on our Sites. This information can be used to enhance the content of the Sites and make your experience more informative. Pixel tags also enable us to send email messages in a format that users can read and tell us whether emails have been opened to help assure that we're only sending messages that are of interest to our users. If you subsequently provide us with your personal information, such as your email address, we will associate our cookies and tags with that information and you will no longer be an anonymous visitor to the Sites.
In some of our email messages we use a "click-through URL" linked to content on the Sites. When a user clicks one of these URLs, they pass through our web server before arriving at the destination web page. We track this click-through data to help us determine interest in particular topics and measure the effectiveness of our communications. If you prefer not to be tracked this way, simply avoid clicking text or graphic links in our email messages.
Like many other companies, we use third party partners to analyze data collected about your browsing behavior when you visit our Sties. Our Sites may include technology from Flurry Analytics, Google Analytics, Quantcast, Elaqua, Hubspot and other similar technologies. These tools provide us with analytical information, reports and analysis about the use of our Sites, and may record the internet protocol (IP) address used to connect your device to the Internet, the type of device and operating system you are using, your general geographic information, as well as events that occur within our Site, such as the page that led you to our Sites, how often you visit pages within our Sites and other data related to the use of our Sites. We may also use these tools to help serve content that is relevant to you. For more information about these services and the related privacy policies and options available to you, please visit the websites of our analytics service providers listed above. If you wish to avoid SAVI Controls’ use of these analytics services on our Sites, you may use any opt-out mechanisms provided by our analytics providers and/or actively manage the settings on your browser or mobile device to delete and disable cookies and other tracking/recording tools.
Information Collected through our Products, which we receive information that you or your installer inputs into your configuration project file which may include: the model and serial numbers of the SAVI Controls products installed; the version and type of any software installed; the type of third-party devices you integrate,; the names of the rooms where you have connected devices; your zip code or time zone; and other information about your configuration. Some of our products also allow us to automatically receive data related to the functionality and use of the system, such as the time, frequency and type of use of the various components your system, a history of your device settings including any adjustments you make, data from any sensors built into the SAVI Controls system or the products you integrate into the system, the type of media player and media you are using, etc. This project--specific data may be stored along with any account information you provide when you set up an account with SAVI Controls including your email and other contact information. We use this information to help us customize our communications to you, troubleshoot problems with your system or account, and to improve the functionality of our products and help make your life more comfortable and secure.
SAVI Controls may collect and use your information for the following purposes:
We may also use information in the aggregate to understand how our visitors and customers as a group use the resources provided on our Sites and improve our products. We may also share aggregated, non-personally identifiable information publicly and with our partners. We take steps to keep this non-personal information from being associated with you and we require our partners to do the same.
At various locations on our Sites or social media pages, you have the option to opt-in to receiving general communications from SAVI Controls. If you opt-in, you may change your mind at any time and tell us that you do not wish to receive these general messages by (i) sending an email to firstname.lastname@example.org, (ii) by clearly following the "unsubscribe" instructions at the bottom of any email you receive, or (iii) by contacting our privacy department at the address below to unsubscribe from specific mailing lists.
Your personal information and data files are stored on SAVI Controls’ servers and the servers of companies we hire to provide data storage services to us. SAVI Controls takes precautions including industry standard administrative, technical, and physical measures that are designed to safeguard the personal information collected from visitors and customers against loss, theft, and misuse, as well as unauthorized access, disclosure, alteration and destruction. When you enter personal information on our forms, we encrypt this data using SSL or other technologies. These technologies are designed to protect the confidentiality of your personal information when it's transmitted over the Internet. Notwithstanding all of our efforts, no security controls are 100% effective and SAVI Controls cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. In the event that your personal information under our control is compromised as a result of a breach of security, we will take reasonable steps to investigate the situation and where appropriate, notify those individuals whose information may have been compromised and take other steps in accordance with any applicable laws and regulations.
SAVI Controls may transfer its database, including personal information contained therein, to a third party who acquires all or substantially all of the assets or stock of SAVI Controls whether by merger, acquisition, reorganization or otherwise. If this occurs, we will request that the purchaser continue to abide by the principles of the Privacy Statement, with respect to any data we’ve collected hereunder.
SAVI Controls may also disclose your personal information to a third party if required to do so by law or if, in good faith, SAVI Controls believes that such action is necessary to: (i) comply with the law or with legal process; (ii) protect and defend SAVI Controls’ rights and property or prevent fraud; (iii) protect SAVI Controls against abuse, misuse or unauthorized use of SAVI Controls’ products or services; or (iv) protect the personal safety or property of personnel, users or the public.
The privacy of the very young is especially important to SAVI Controls. For that reason, and in accordance with the Children's Online Privacy Protection Act, we never collect or maintain information at the Sites from those we actually know are under 13, and no part of the Sites is structured to attract anyone under 13.
If you are accessing our Sites from regions of the world with laws governing data collection and use that differ from U.S. law, then please note that your personal data will be transferred to the United States and by providing your personal data you consent to this transfer.
SAVI Controls participates in the U.S.–E.U. Safe Harbor program and the U.S.–Swiss Safe Harbor program which was developed by the U.S. Department of Commerce regarding the collection, use, and retention of personal information collected from the European Union. To view SAVI Controls’ Safe Harbor certification status, visit https://safeharbor.export.gov/list.aspx. To learn more about the U.S. Department of Commerce Safe Harbor principles, visit www.export.gov/safeharbor. If you have any complaints regarding our compliance with the Safe Harbor program, you should first contact us at email@example.com. If the complaint cannot be resolved through an internal dispute resolution process, we may submit your complaint to JAMS for mediation under the JAMS International Mediation Rules, which are accessible on the JAMS website at http://www.jamsadr.com.
SAVI Controls, LLC. Attention: Privacy Request 2420 Tarpley Rd. Suite 202 Carrollton, Texas 75006
E-mail us: firstname.lastname@example.org
If you have any questions or concerns about this policy or your information, please email us at email@example.com.
SAVI Controls, LLC. ("SAVI Controls") sells hardware products (the "Hardware") and software, either embedded in the Hardware or distributed separately (the "Software" and together with the Hardware, the "SAVI Server"). SAVI Controls also owns and operates the websites located at www.savicontrols.com and other related SAVI Controls web pages (the "Website"), and provides access to certain internet and software application services related to the use and operation of SAVI Server.
For the avoidance of doubt, the SAVI Controls End User License Agreement between you and SAVI Controls (the "EULA") sets forth the terms and conditions that apply to your use of any Software, and the SAVI Controls Limited Warranty provided with your Hardware (the "Warranty") sets forth the terms of the limited warranty that applies to the Hardware. A copy of the Warranty is available at www.savicontrols.com/legal/warranty, and a copy of the EULA is available at www.savicontrols.com/legal/eula.
SAVI Controls may, in its sole discretion and without prior notice to you, add, delete or otherwise change the provisions of these Terms by posting on the Website a version of these Terms containing such changes. You should periodically check the Website for the most current version of these Terms. If you are dissatisfied with any such changes to these Terms, your sole recourse will be to cease use of the Software and the Services or any portion thereof, in accordance with Section 9 below.
The features and functions of the Software and Services are described in more detail in the applicable SAVI Controls user documentation and guidelines available elsewhere on the Website. The Services include any additional features and functionality that SAVI Controls may, in its sole discretion and from time to time, offer to you. SAVI Controls may, in its sole discretion and without notice to you, add, delete or otherwise change features and functions of the Software and Services at any time. If you are dissatisfied with any such changes to the Software and Services, you may immediately cancel your use of such Services as provided in Section 9 below.
(a) Access and Use. Subject to the terms and conditions of this Agreement, any applicable limitations on the number of devices and payment of any applicable fees, SAVI Controls grants you a non-transferable, non-exclusive, right (without the right to sublicense) to access and use the Services as provided to you by Control4 and solely for the purpose of controlling and monitoring your SAVI Server (the "Permitted Purpose").
(b) Certain Restrictions. Your use of the Software and Services is subject to the following restrictions: you agree (i) not to license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Software and Services; (ii) not to modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the Software and Services; (iii) not to access the Software and Services in order to build a similar or competitive service, (iv) not to use the Software and Services for any unlawful purpose, or for any purpose other than the Permitted Purpose; (v) that no part of the Software and Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted, or transmitted in any form or by any means; (vi) not to upload, transmit, or distribute any computer viruses, worms, or any software intended to damage or alter a computer or communication network, computer, handheld mobile device, data, the Website, the Services, the Hardware, the Software, or any other system, device or property; (vii) not to interfere with, disrupt, or attempt to gain unauthorized access to, the servers or networks connected to the Website or the Services, or violate the regulations, policies, or procedures of such networks; (viii) not to access (or attempt to access) any of the Services by means other than through the interface that is provided by SAVI Controls; and (ix) not to remove, obscure or alter any proprietary rights notices (including copyrights and trademark notices) which may be contained in or displayed in connection with the Website or the Software and Services.
(c) IN ADDITION, IN NO EVENT DOES SAVI CONTROLS AUTHORIZE YOU OR ANYONE ELSE TO USE THE SOFTWARE AND SERVICES WHERE THE FAILURE OF THE SOFTWARE AND SERVICES TO PERFORM CAN REASONABLY BE EXPECTED TO RESULT IN SIGNIFICANT PHYSICAL INJURY, OR IN LOSS OR PROPERTY, OR IN LOSS OF LIFE. ANY SUCH USE IS ENTIRELY AT YOUR OWN RISK, AND YOU AGREE TO INDEMNIFY AND HOLD SAVI CONTROLS HARMLESS FROM ANY AND ALL CLAIMS OR LOSSES RELATING TO SUCH UNAUTHORIZED USE.
(d) Modification. SAVI Controls reserves the right, at any time, to modify, suspend, or discontinue the Software and Services or any part thereof, with or without notice. You agree that SAVI Controls will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Software and Services or any part thereof.
The Software and Services may give you the ability to access content, such as music or video services, television or other material, controlled or provided by third parties ("Third-Party Content"). You understand and acknowledge that: (a) Third-Party Content remains the property of the applicable third parties, who have the sole right to determine your rights to use such content; (b) SAVI Controls is not responsible for, and has no editorial control over, any Third-Party Content, and SAVI Controls does not sponsor or endorse any such content; and (c) SAVI Controls has no control over the distribution of Third-Party Content. You agree that SAVI Controls will have no liability to you or to any third parties, including without limitation to anyone else who uses your SAVI Server, related to or arising out of to any Third-Party Content. You also agree that neither the Software and Services will not be used to illegally copy, display or otherwise make use of Third-Party Content without authorization from the appropriate rights holder or in violation of applicable law. Unauthorized copying or distribution of copyrighted or trademarks may constitute an infringement of the copyright or trademark holders' intellectual property rights. In addition, steps intended to defeat or bypass security measures designed to prevent infringement of the intellectual property rights of others may be illegal under U.S. law or comparable foreign laws. SAVI Controls reserves the right to terminate your right to access and use the Software and Services and delete your account if SAVI Controls believes in good faith that you have used the Software and Services or your SAVI Server to infringe upon the intellectual property rights of others.
Access to and use of the Software and Services requires the use of, and you are responsible for, an always-on broadband Internet connection. SAVI Controls is not responsible for and does not make any assurances about the availability or functionality of any broadband Internet connection. Network protection for your Internet connection is strongly advised to protect your SAVI Server against viruses and other types of harm. You are responsible for any service charges for your Internet connection incurred as a result of using or accessing the Website and/or the Software and Services and acknowledge and agree that you shall be solely responsible for all disputes with any Internet service provider related to the same.
You represent and warrant to SAVI Controls that: (a) you have provided or will provide SAVI Controls with User Information that is correct and complete; (b) you will not use the Software and Services in violation of any applicable laws, regulations, or ordinances or for any illegal or unauthorized activities; (c) you take full responsibility for the actions of anyone to whom you disclose your password or login ID or whom you otherwise allow to access your account; and (d) you will never circumvent, compromise, nor attempt to circumvent or compromise any SAVI Controls security measures in connection with the Software and Services.
You are required to purchase your SAVI Server System from an authorized SAVI Controls dealer ("Dealer") in your area of your choice. While such Dealers receive training regarding SAVI Server, Dealers are independent contractors and service providers, and not employees or agents of SAVI Controls. Accordingly, (i) SAVI Controls makes no representations or warranties with respect to Dealers or their services and is in no way responsible for their acts or omissions, and (ii) Dealers have no right to bind SAVI Controls legally or otherwise make commitments on behalf of SAVI Controls. You are solely responsible to select a competent Dealer that meets your expectations. Such Dealer may offer additional installation, configuration or ongoing maintenance services. Any disputes, which may arise between you and your Dealer, are to be resolved between you and your Dealer.
These Terms will remain in full force and effect so long as you continue to use or access the Software, Website and/or the Services, or until terminated in accordance with the provisions of this section. You may terminate your account and your right to use the Software and Services for any reason, at any time. Your access to the Software and Services and your account will be terminated upon your written or emailed request and any unused Subscription Fees that you have paid are nonrefundable. At any time SAVI Controls may suspend or terminate your rights to use the Software and Services, if SAVI Controls in good faith believes that you have used the Software and Services in violation of this Agreement. If you transfer or assign your SAVI Server or any portion thereof to a new owner, your right to use the Software and Services with respect to such products automatically terminates, and the new owner will have no right to use the Software and Services under your account (as described below), and will be required to register for a separate account with SAVI Controls. In addition, SAVI Controls reserves the right to terminate your Software and Services account and this Agreement for any reason or no reason, if SAVI Controls gives you at least thirty (30) days advance notice of such termination. Upon any such termination of your account by SAVI Controls, you will remain obligated to pay all outstanding fees and charges relating to your use of the Software and Services prior to termination, but SAVI Controls will return any unused Subscription Fees that you have paid if Your account is terminated for any reason other than Your breach of this Agreement.
You acknowledge that all right title and interest in and to the Software and Services, including all intellectual property rights therein and thereto, remain the exclusive property of SAVI Controls and its licensors, and this Agreement grants to you no right or interest therein other than the limited rights expressly set forth herein, and SAVI Controls and its licensors and suppliers reserve all rights not granted in this Agreement.
You agree to defend, indemnify and hold harmless SAVI Controls, and its officers, directors, employees, consultants, agents, and other representatives, from and against any and all suits, claims, actions, proceedings, damages, demands, injuries, liabilities, losses, costs and expenses (including reasonable attorneys fees), arising from or related to: (a) your negligence or willful misconduct; (b) your use of the Software and Services; (c) your breach of any of your representations, warranties, obligations, or covenants in this Agreement; and (d) your use of Third-Party Content.
(a) THE WEBSITE AND THE SOFTWARE AND SERVICES ARE PROVIDED FOR YOUR CONVENIENCE, ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTY OF ANY KIND, AND SAVI CONTROLS AND ITS LICENSORS AND SUPPLIERS EXPRESSLY DISCLAIM, TO THE GREATEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT.
(b) WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SAVI CONTROLS AND ITS LICENSORS AND SUPPLIERS MAKE NO WARRANTY THAT DEFECTS WILL BE CORRECTED OR THAT THE WEBSITE OR THE SOFTWARE AND SERVICES: (I) WILL MEET YOUR REQUIREMENTS; (II) WILL BE COMPATIBLE WITH YOUR COMPUTER OR MOBILE DEVICE; (III) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (IV) WILL BE ACCURATE OR RELIABLE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SAVI CONTROLS, ANY DEALER OR THROUGH THE WEBSITE OR THE SOFTWARE AND SERVICES SHALL CREATE ANY WARRANTY WITH RESPECT TO THE WEBSITE OR THE SOFTWARE AND SERVICES. FURTHER, SAVI CONTROLS DOES NOT WARRANT THAT THE WEBSITE OR THE SOFTWARE AND SERVICES OR THE CONTROL4 SERVERS THAT PROVIDE YOU WITH DATA AND CONTENT ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ASSUME THE ENTIRE RISK WITH RESPECT TO YOUR USE OF THE SOFTWARE AND SERVICES. FURTHERMORE,
SAVI CONTROLS MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO ANY PROFESSIONAL SERVICES PERFORMED BY ANY SAVI CONTROLS DEALERS.
IN NO EVENT WILL SAVI CONTROLS OR ANY OF ITS SUPPLIERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY: (A) SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR ANY COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ARISING FROM OR RELATED TO SAVI CONTROL'S PERFORMANCE OR FAILURE TO PERFORM IN ACCORDANCE WITH THIS AGREEMENT, OR YOUR USE OF THE WEBSITE AND/OR THE SOFTWARE AND SERVICES, OR THE OPERATION OR USE OF THE SOFTWARE AND SERVICES OR YOUR SAVI SERVER THROUGH YOUR ACCOUNT BY ANYONE ELSE, INCLUDING WITHOUT LIMITATION DAMAGES ARISING FROM LOSS OF DATA, PROGRAMMING OR THIRD PARTY CONTENT, LOSS OF REVENUE OR PROFITS, OR FOR BUSINESS INTERRUPTION; (B) FAILURE TO REALIZE SAVINGS OR OTHER BENEFITS, DAMAGE TO EQUIPMENT, AND CLAIMS AGAINST YOU BY ANY THIRD PERSON; (C) DAMAGES (REGARDLESS OF THEIR NATURE) FOR ANY DELAY OR FAILURE BY SAVI CONTROLS TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT DUE TO ANY CAUSE BEYOND SAVI CONTROL'S REASONABLE CONTROL; OR (D) CLAIMS MADE A SUBJECT OF A LEGAL PROCEEDING AGAINST SAVI CONTROLS MORE THAN ONE YEAR AFTER ANY SUCH CAUSE OF ACTION FIRST AROSE. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, SAVI CONTROLS' AND ITS SUPPLIERS' TOTAL, CUMULATIVE LIABILITY ARISING FROM OR RELATED TO YOUR USE OF THE WEBSITE AND/OR THE SOFTWARE AND SERVICES, WHETHER IN CONTRACT OR TORT OR OTHERWISE, SHALL NOT EXCEED THE FEES ACTUALLY PAID BY YOU TO SAVI CONTROLS OR SAVO CONTROLS’ AUTHORIZED RESELLER FOR THE SOFTWARE AND SERVICES GIVING RISE TO LIABILITY IN THE SIX (6) MONTHS IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO LIABILITY. YOU AGREE THAT THE EXCLUSIONS AND LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 14 APPLY WHETHER A CLAIM IS ALLEGED AS A BREACH OF CONTRACT OR TORTIOUS CONDUCT, INCLUDING NEGLIGENCE, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
YOU ALSO AGREE THAT THE FOREGOING EXCLUSIONS AND LIMITATIONS OF LIABILITY ARE A REASONABLE ALLOCATION OF THE RISK BETWEEN THE PARTIES, FORM A MATERIAL PART OF THIS AGREEMENT, AND WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY LIMITED REMEDY PROVIDED TO YOU FAILS IN ITS ESSENTIAL PURPOSE.
Some jurisdictions do not allow the exclusion of implied warranties or the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you. This Agreement gives you specific legal rights, and you may also have other rights, which vary from jurisdiction to jurisdiction. The disclaimers, exclusions, and limitations of liability under this Agreement will not apply to the extent prohibited by applicable law.
This website contains express or implied forward-looking statements, which are based on current expectations of management. These statements relate to, among other things, our expectations regarding management's plans, objectives, and strategies. These statements are neither promises nor guarantees, but are subject to a variety of risks and uncertainties, many of which are beyond our control, and which could cause actual results to differ materially from those contemplated in these forward-looking statements. In particular, the risks and uncertainties include, among other things: changing market conditions, the introduction of new competitive products, challenges related to changing technologies, supply chain disruptions, unanticipated defects or deficiencies in the hardware, software or related services or changes in governmental regulations or requirements. SAVI Controls assumes no obligation to update any forward-looking statements contained on the Website in the event of changing circumstances or otherwise, and such statements are current only as of the date they are made.
SAVI Controls may make improvements and/or changes to the Software and Services at any time. We also attempt to periodically make updates to the Website; however, the information, materials and services provided on or through the Website may occasionally be inaccurate, incomplete or out of date. SAVI Controls does not have a duty to update information contained in this Website, and SAVI Controls will not be liable for any failure to update such information. We make no representation as to the completeness, accuracy or timeliness of any information on this Website, and we undertake no obligation to update or revise the information contained on this Website, whether as a result of new information, future events or circumstances or otherwise. It is your responsibility to verify any information contained in this Website before relying upon it.
This Agreement and any claims arising hereunder will be governed by the laws of the State of Texas, excluding principles of conflict or choice of law. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms. To the extent permitted by applicable law, you and SAVI Controls hereby irrevocably submit to the jurisdiction of any Texas state court or United States federal court, in either case sitting in Texas over any suit, action or other proceeding brought by you, a third party, or SAVI Controls arising out of or relating to these Terms, and you and SAVI Controls hereby irrevocably agree that all claims with respect to any such suit, action or other proceeding shall be heard and determined in such courts. THE PARTIES HEREBY UNCONDITIONALLY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION ARISING DIRECTLY OR INDIRECTLY OUT OF, RELATED TO, OR IN ANY WAY CONNECTED WITH THE PERFORMANCE OR BREACH OF THIS AGREEMENT, AND/OR THE RELATIONSHIP THAT IS BEING ESTABLISHED AMONG THEM. The scope of this waiver is intended to be all encompassing of any and all disputes that may be filed in any court or other tribunal \(including, without limitation, contract claims, tort claims, breach of duty claims, and all other common law and statutory claims). THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THE WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS, OR MODIFICATIONS TO THIS AGREEMENT, AND RELATED DOCUMENTS, OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THIS TRANSACTION OR ANY RELATED TRANSACTION. In the event of litigation, this Agreement may be filed as a written consent to a trial by the court.
This Agreement represents the entire agreement between you and SAVI Controls with respect to your use, and SAVI Controls’ provision, of the Website and the Software and Services, and its terms supersede and replace any prior or contemporaneous written or oral statements by SAVI Controls or its representatives, dealers, or resellers. If any provision of this Agreement is held by a court to be invalid or unenforceable under applicable law, such provision will be deemed modified to the extent necessary to render such provision valid and enforceable, and the other provisions of this Agreement will remain in full force and effect. The official text of this Agreement or notice submitted hereunder shall be in English. In the event of any dispute concerning the construction or meaning of this Agreement, reference shall be made only to this Agreement as written in English and not to any translation into another language, and this Agreement will not be construed against the drafting party. You may not amend this Agreement except in a writing signed by SAVI Controls. You may not assign, sublicense or transfer any of your rights and obligations under this Agreement to a third party without SAVI Controls’ prior written consent. Any attempted assignment, sublicense, or transfer without the prior written consent of SAVI Controls shall be null and void. SAVI Controls’ failure to enforce any of the terms of the terms and conditions of this Agreement shall not constitute a waiver or relinquishment of SAVI Controls’ right to do so at any time. Sections 4(b), 5, 9, and 11 - 16 shall survive any termination or expiration of this Agreement.
The following Authorized Dealer Agreement, the "AGREEMENT," is made by and between SAVI Controls, LLC, under the laws of the State of Texas and having its principal office at 2420 Tarpley Rd, Suite 210, Carrollton, TX 75006, hereinafter referred to as "SAVI" and our newest SAVI Authorized Dealer with its principle offices noted in their SAVI Dealer Application hereinafter referred to as "DEALER".
SAVI appoints DEALER as a non-exclusive, unless otherwise noted in Section 2.c.), Authorized DEALER for all SAVI PRODUCTS listed under the SCHEDULE A hereto (the "PRODUCT").
Appointment is subject to the license AGREEMENT and other terms and conditions as set forth herein. Such terms and conditions may be modified by SAVI from time to time, without prior notice, as pertaining to DEALER programs, promotions and PRODUCT. SAVI makes no representation of warranty regarding PRODUCT availability. DEALER accepts the appointment and agrees to use its best efforts to sell and promote the sale of PRODUCTS.
a.) Technical Proficiency: DEALER agrees to maintain on staff a minimum of one SAVI Certified Technician with prior audio/video and control systems integration experience. Failure to maintain such staff may result in suspension or loss of license and authorized DEALER status with SAVI. SAVI Certified Technician requires: Tech I Control4 Certification and SAVI Technical Certification.
b.) License: SAVI grants DEALER a limited license for the purpose of promoting and distributing the PRODUCTS to commercial buyers and end-users in the United States (and its territories) and other territories if agreed to by both parties from time to time through DEALER sales channels, in accordance with DEALER obligations as set forth in the SCHEDULE A included below.
c.) Locations and Territory: DEALER may distribute PRODUCTS from one or more locations, provided that SAVI separately approves each location, electronically or in writing, beyond the primary location listed in the Dealer Application.
d.) Reserved Rights: SAVI reserves the right, at its discretion, to: (i) change PRODUCT offerings, (ii) authorize other DEALER, (iii) market and sell SAVI PRODUCTS through other DEALER channels and other means.
e.) Intellectual Property: The license and dealership granted herein to DEALER does not constitute a sale or transfer of ownership of any intellectual property of SAVI, including but not limited to patents, copyrights, trade secrets, or other rights (the "SAVI intellectual property") all of which are owned by SAVI. DEALER shall not decompile or reverse engineer any SAVI intellectual property ("SAVI IP"), nor shall DEALER develop or attempt to develop any derivative work based in whole or in part on SAVI IP.
a.) PRICING: SAVI will sell PRODUCTS to DEALER at prices according to current published price list when orders are placed, or as otherwise agreed upon by both parties. Any new or revised price list will immediately and automatically supersede all prior price lists. Prices do not include sales, use, excise or other similar taxes.
b.) Taxes: The amount of any valid present or future tax that is attributable to DEALER, shall be paid by DEALER, or in lieu thereof, DEALER shall provide SAVI with a tax exemption certificate acceptable to all relevant authorities.
c.) Dealer Retail Pricing: DEALER determines its own price for sales to its customers. SAVI provides a Manufacturer's Suggested Retail Price (MSRP) for reference purposes, and SAVI shall not interfere with retail pricing established by DEALER.
d.) Related Matters: DEALER shall not make any deductions from amounts due to SAVI unless SAVI has issued a credit memo or other such authorization in writing. Any unauthorized deduction shall be grounds for potential termination of this AGREEMENT, without any liability to DEALER. DEALER hereby grants SAVI a security interest in all PRODUCTS sold by SAVI to DEALER until such time that payment is received in full for such PRODUCTS, and agrees that SAVI may file such financing statements as SAVI deems necessary to perfect such security interests.
a.) Form: Orders for SAVI PRODUCTS are to be initiated by "Purchase Order" (PO) from DEALER in the format designated by SAVI, including electronic PO's. Each PO submitted by DEALER shall be binding upon the parties upon written acceptance by SAVI or upon shipment of PRODUCT by SAVI. The terms and conditions of this AGREEMENT shall apply to all PO's and will supersede any other terms or conditions set forth on any PO submitted by DEALER, notwithstanding SAVI's acceptance and fulfillment thereof.
b.) Forecasts: DEALER shall provide SAVI with a written quarterly forecast of expected orders for the upcoming calendar quarter. DEALER too agrees that quarterly forecast constitute a reasonable good faith anticipation of orders to be placed. SAVI may also request of DEALER from time to time expected orders to be placed in a given calendar month.
c.) Cancellation of Purchase Orders: SAVI reserves the right to cancel any pending PO in the event that DEALER fails to pay amount owed, past due, or if DEALER breaches or fails to comply with the terms of this AGREEMENT, or if DEALER fails to meet the credit requirements established by SAVI.
d.) Shipments and Expedited Delivery: SAVI will ship PRODUCTS, with appropriate packaging, by reputable carrier, to the address or location designated by DEALER in the PO. SAVI will process any "rush" orders for product placed by DEALER in earnest. Expedited delivery dates may incur added shipping charges.
a.) General Payment Terms: Payment for orders shall be due prior to PRODUCT shipment unless otherwise agreed by SAVI, or set forth as part of a DEALER program or promotion in which an authorized DEALER participates. All transactions are valued and paid in United States currency. Interest shall accrue on overdue accounts at the rate of 18% per annum or, if lower, the maximum rate allowed by law.
b.) Credit Terms: SAVI may extend, at its discretion, certain credit terms to DEALER, and shipments may be sent pursuant to such credit terms. Such terms may be established in writing according to SAVI's standard credit application and agreement, or set forth as part of a DEALER program or promotion in which an authorized DEALER participates. If DEALER defaults on its obligations pertaining to any such credit terms, SAVI may declare all amounts immediately due, as well as any other remedies pursuant to the credit agreement or at law or equity. SAVI also reserves the right to limit, with respect to any PO, shipment, or the credit available to DEALER.
c.) Title: Title to the PRODUCTS, including risk of loss, will pass to DEALER upon delivery of the PRODUCTS by SAVI to the carrier at SAVI's point of shipment. SAVI shall have no responsibility to insure shipments.
d.) Taxes: DEALER shall pay when due all taxes, fees, levies, duties and other payments required in connection with the importation, distribution and sales of PRODUCTS, including without limitation any related income tax liability.
a.) General Terms: DEALER shall have the right to return, subject to terms hereof and at SAVI's expense, for a full credit or refund, any PRODUCTS that (i) are shipped in error or were not ordered pursuant to DEALER Purchase Order; or (ii) are damaged or defective (but not including damage incurred during shipment). In any of the foregoing events, DEALER shall notify SAVI within five (5) days of the receipt of the subject PRODUCTS, including a reasonable explanation for the return. SAVI reserves the right to deny any return for which notice is not given within the applicable notification period, or in the case of subsection (ii) above, if the damage is caused by the negligence or willful misconduct of DEALER or its representative or agents. If DEALER is eligible to return the PRODUCTS, SAVI will provide DEALER with a Return Merchandise Authorization ("RMA") number and related return instructions. Failure to obtain an RMA number, and/or to comply with the return instructions may result in denial of the return, or of some or all of the credit or refund amount. If upon examination, SAVI determines that any returned PRODUCTS were improperly returned or are not eligible for return, then SAVI reserves the right to send PRODUCT back to DEALER. This return policy is subject to change or modification from time to time consistent with SAVI's standard return policies, which are incorporated herein by reference.
b.) Definition of "Defective": For purposes of Section 6.a.) the term "defective" shall mean any PRODUCT that is not performing in accordance with the limited warranty associated with such upon inspection by DEALER.
c.) No Unauthorized Returns: DEALER shall not return any PRODUCTS except as expressly permitted under Section 6.a.), and SAVI shall have no obligation to accept any other returns. All returns not in compliance with Section 6.a.) shall at SAVI's option, in addition to the right of return and other remedies set forth in Section 6.a.), be subject to a handling charge due to SAVI from DEALER equal to twenty percent 20% of the price for the returned PRODUCTS on SAVI's then-current price list plus any freight, insurance or similar charges previously paid or incurred by SAVI in connection with the original shipment of such PRODUCTS to DEALER.
a.) Trademark Use: SAVI hereby grants DEALER a limited license to use, exhibit, display, reproduce and publish SAVI's trade names, trademarks and service marks associated with the PRODUCTS in order to promote and sell the PRODUCTS. DEALER shall comply with SAVI's trademark usage guidelines, as may be modified from time to time, which are available upon request.
b.) Trademark Ownership: SAVI has and shall retain exclusive ownership of all trademarks, trade names and PRODUCT names relating to SAVI or PRODUCTS whether listed in catalog or marketing materials or otherwise ("SAVI marks"). Neither DEALER nor its affiliates shall directly or indirectly contest or challenge, or do anything inconsistent with SAVI's exclusive ownership of the SAVI marks. DEALER shall not alter, deface, remove, cover, mutilate or add to the SAVI marks, except that if required by relevant regulations DEALER may attach labels in the local language, and/or inserts or information in PRODUCT containers.
c.) SAVI Content: SAVI may provide to DEALER, without limitation, PRODUCT advertising and promotional materials, as well as specifications, images, and other textual, graphical and/or multimedia content regarding the PRODUCTS for use in preparing advertising and promotional material ("SAVI content"). Subject to any limitations which SAVI places on the use of SAVI Content by notification to DEALER, SAVI hereby grants DEALER a license to use, exhibit and display, reproduce and publish (but not to modify, alter or amend) such SAVI Content for the purpose of advertising and promoting the PRODUCTS.
d.) Use After Termination: Upon expiration or termination of this AGREEMENT, unless otherwise notified by SAVI, DEALER shall be permitted to continue to advertise and promote the PRODUCTS, using the SAVI Marks and SAVI Content, all in accordance with Section 7.a.), 7.b.), and 7.c.), only until DEALER has depleted its inventory of the PRODUCTS. Thereafter, any license granted hereunder shall terminate and any use by DEALER of the SAVI marks and/or SAVI content shall be immediately discontinued without demand or judicial resolution.
These terms and any information marked or identified as confidential, or regardless of form or markings is of the nature that a reasonable person would understand its owner would not want it disclosed to the public will be considered to be "confidential information." Further, confidential information shall also include (a) this AGREEMENT and its terms; (b) technical matters concerning SAVI's trade secret processes or devices, knowhow, data, formulas, inventions (whether or not patentable or copyrighted), specifications and characteristics of PRODUCTS or services planned or being developed, and research subjects, methods and results, (c) SAVI's pricing, policies, markets and sales strategies, (d) matters relating to SAVI's project initiatives and designs, or (e) other information of a similar nature not generally disclosed to the public. Each party agrees not to disclose confidential information except to its own employees, or a third party bound by similar confidentiality obligations that are no less protective than this Section 8, and that have a need to know to perform their responsibilities. Each party agrees to take at least the same precautions to protect confidential information as such party would utilize to ensure the protection, confidentiality and security of its own confidential information. Confidential information shall not include any information which (a) is or becomes generally known or available through no act or failure to act by the receiving party; (b) is already known by the receiving party as evidenced by its written records; (c) is hereafter rightfully furnished to the receiving party by a third party without restriction on disclosure; or (d) is disclosed in response to a valid order by a court or other governmental body, or pursuant to the rules and regulations of any stock exchange or stock association in which the securities of the receiving party may be traded from time to time, provided that the receiving party provides the disclosing party with prior written notice of such disclosure as soon as reasonably possible in order to permit the disclosing party to seek confidential treatment of such information. Upon the expiration or earlier termination of this AGREEMENT, a party may, in writing, request either the prompt return or destruction, and a written certification of such destruction, of any confidential information provided to the other party. Each party further agrees that monetary damages may not alone be a sufficient remedy for unauthorized disclosure of confidential information and that the non-disclosing party shall be entitled to seek all remedies and damages available in law and equity, including but not limited to such injunctive relief as may be deemed proper by a court of competent jurisdiction.
a.) PRODUCT Materials: SAVI shall provide to DEALER access to marketing and technical information prepared by SAVI relating to the PRODUCTS, service, manuals, PRODUCT specifications, end-user warranties and other PRODUCT data and materials online through www.savicontrols.com/dealer. SAVI shall provide such PRODUCT Materials in English, and may provide them in other languages. If SAVI does not produce the PRODUCT Materials, or any part of them, in a language required by DEALER, then DEALER may, at its own expense and in good faith consult with SAVI, translate or obtain the translation of such PRODUCT Materials into such other language; provided that DEALER shall be required to obtain SAVI's approval, which shall not be unreasonably withheld, of any translation and adaptation of the PRODUCT Materials prior to distribution. DEALER shall indemnify and hold harmless SAVI from and against any and all damages, claims, losses or other expenses resulting from any mistake or omission in any translation or adaptation prepared by or on behalf of DEALER.
b.) Training: Subject to reservation scheduling to ensure space availability, DEALER will be eligible to attend training programs at SAVI's training facilities at charges agreed upon by both parties. DEALER agrees to make available a reasonable number of its personnel for such training, and agrees that travel and related costs (if any) are DEALER responsibility.
c.) Compliance: SAVI shall manufacture its PRODUCTS in compliance with applicable laws and will in accordance with applicable UL (Underwriter's Laboratory) listing standards. SAVI will make commercially reasonable efforts to notify DEALER as soon as practicable following the discovery by SAVI of any material non-compliance with applicable laws, or SAVI's receipt of a notice of a claim from a consumer, (which individually or in the aggregate in SAVI's reasonable expectation may result in material liability to DEALER) that a PRODUCT is defective or does not comply with all applicable laws.
a.) SAVI Representation and Warranties: SAVI represents and warrants to DEALER that (i) it has the authority to enter into this AGREEMENT and to sell the PRODUCTS to DEALER, free and clear of all liens, charges, encumbrances, or other restrictions, and that the persons signing this AGREEMENT on behalf of SAVI are authorized to sign; (ii) it will provide a manufacturer's warranty to end-users of the PRODUCTS that is generally consistent with industry standards, which will constitute SAVI's only warranty regarding the PRODUCTS; (iii) it will comply with all applicable federal, state, and local laws and regulations in performing its obligations under this AGREEMENT, including but not limited to laws and regulations pertaining to PRODUCT design, manufacture, packaging and labeling and, if applicable, importation and the Foreign Corrupt Practices Act; and (iv) the PRODUCTS are not trans-shipped for the purpose of mislabeling, evading quota or country of origin restrictions or for the purpose of avoiding compliance with law.
b.) DEALER Representation and Warranties: DEALER represents and warrants to SAVI that (i) it has the authority to enter into this AGREEMENT, and that the persons signing this AGREEMENT on behalf of DEALER are authorized to sign; (ii) it will comply with all applicable federal, state, and local laws, and that it will not export or ship any PRODUCTS outside of the United States except in strict compliance with any export-related laws and regulations; (iii) it will exert commercially reasonable efforts to promote and sell the PRODUCTS consistent with DEALER sales, marketing and merchandising plans, and (iv) it will not make false or misleading representations, or otherwise make any disparaging statement, about SAVI or any PRODUCT.
Neither party makes any representations nor warranties, express or implied, regarding the business results that the other may obtain as a consequence of this AGREEMENT or the transactions contemplated hereby. Except as set forth in, and only to the extent of, the end-user warranty pursuant to which SAVI extends certain warranty protection to the end-user. The PRODUCTS are being sold "AS IS," and SAVI makes no warranty to DEALER, express or implied, including any warranty of merchantability or fitness for a particular purpose. Except with regard to the provisions of this AGREEMENT relating to confidential information and intellectual property rights. Neither party will be liable for lost profits or lost savings, incidental, indirect, consequential, special, exemplary or punitive damages, except with regard to the provisions of this AGREEMENT relating to confidential information and intellectual property rights, neither party's liability shall exceed in the aggregate amount paid or owed to SAVI during the prior (12) months from the date such liability arise or $5,000.00, whichever is more.
a.) Term: This AGREEMENT will be effective for an initial term commencing on the date that this AGREEMENT is executed by SAVI and continuing thereafter until December 31 of the same year (the "Initial Term"). Unless sooner terminated as provided herein, upon the expiration of the Initial Term, this AGREEMENT will automatically renew for successive periods of one (1) year each (each, a "renewal term") unless terminated at the end of the initial term or any renewal term by either party by delivering written notice of the intent to terminate at least sixty (30) days prior to the end of the initial term or renewal term, as applicable.
b.) Termination: Either party may terminate this AGREEMENT at any time without cause upon delivering sixty (60) days written notice to the other party. In the event either party is in material breach of this AGREEMENT, this AGREEMENT may be terminated immediately by the non-breaching party, provided that notice describing the breach is presented to the breaching party. Rectifying the conditions of the breach within fifteen days (15) after receiving notice, and reporting that the breech has been rectified will in effect nullify the termination notice.
c.)Termination Events: (1) Without cause. Upon expiration or termination of this AGREEMENT without cause by either party, DEALER shall either, at SAVI's option:(i) be permitted to complete sell-through of its remaining PRODUCT inventory; or (ii) return its remaining PRODUCT inventory to SAVI, with the return freight expenses to be borne by the terminating party. (2) For Cause. Upon termination of this AGREEMENT by either party for cause due to the other party's breach, DEALER shall either, at SAVI's option:(i) be permitted to complete sellthrough of its remaining PRODUCT inventory; or (ii) return its remaining PRODUCT inventory to SAVI at the breaching party's expense.
a.) By SAVI: SAVI will indemnify, defend, and hold DEALER, and its agents and employees, harmless from and against any and all claims, actions, liabilities, losses, costs and expenses (a "claim") arising from (i) a PRODUCT recall, whether initiated by SAVI or a valid order by a court or other governmental body; (ii) claims that the PRODUCTS or any SAVI Content infringe, misappropriate or injure a third party's intellectual property or proprietary rights; and (iii) false or misleading PRODUCT specifications provided to DEALER to promote and sell the PRODUCTS. DEALER agrees to give SAVI prompt written notice of any claim, to tender the defense to SAVI, and to grant SAVI the right to control settlement and resolution. SAVI agrees to pay all costs of liability, settlement and defense, including its attorney fees and costs. If it deems appropriate to limit or reduce its potential liability arising from a claim, SAVI may cause DEALER to limit, suspend or terminate distribution of any PRODUCT or PRODUCTS, in one or more territories or countries, pending resolution of the claim provided; however that in the event of a suspension or termination of distribution pursuant to the foregoing, SAVI will accept a return of, and will reimburse DEALER at the price paid for DEALER existing inventory of suspended or terminated PRODUCT. Furthermore, if SAVI receives written notice of an alleged infringement or believes that a claim of infringement is likely, SAVI may at its sole option and expense: (1) procure for DEALER the right to continue to use PRODUCT at SAVI's sole expense; (2) modify SAVI's PRODUCT so that it no longer infringes; (3) replace the infringing portion of PRODUCT with material(s) that do not infringe, or (4) terminate this AGREEMENT.
b.) By DEALER: DEALER will indemnify, defend, and hold SAVI, its parent, affiliates, agents and employees harmless from and against any and all claims arising from DEALER negligence or willful misconduct, and from DEALER breach of this AGREEMENT including making any false or misleading statements about PRODUCT. SAVI agrees to give DEALER prompt written notice of any such claims, to tender the defense to DEALER, cooperate fully with any investigative or other requests, and to grant DEALER the right to control settlement and resolution. DEALER agrees to pay all costs finally awarded by a court of competent jurisdiction or agreed in a settlement of any such claim, including reasonable attorney fees and costs.
This AGREEMENT and any rights or obligations hereunder may not be assigned by either party without first obtaining the other party's express written consent, which consent shall not be unreasonably withheld; provided, however, that SAVI may assign this AGREEMENT, without obtaining express written consent by DEALER to (a) a successor corporation resulting from a merger or consolidation or to a purchaser of all or substantially all of SAVI's assets or a majority, or controlling interest in SAVI's voting stock; and (b) a present or future subsidiary or affiliate. Any attempted assignment in violation of this AGREEMENT shall be null and void.
Neither party shall be in breach of this AGREEMENT solely due to causes beyond the control and without the fault or negligence of such party. Such causes may include, but are not restricted to, acts of God or of a public enemy, acts of the government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, power failure, or failure of the customary delivery systems, but in every case the failure to perform must be beyond the control and without fault or negligence of the party failing to perform. Each party must inform the other of any force majeure event within five (5) business days after such party became aware of its occurrence, and within reason.
All notices and other communications which are required or permitted under this AGREEMENT shall be in writing and shall be deemed to have been duly given if hand-delivered or mailed by either registered or certified mail, return receipt requested, or by a nationally recognized overnight courier service, receipt confirmed.
In the case of notices via first-class mail or courier service, notices shall be deemed effective upon the date of receipt. Notices shall be addressed to the parties as set forth on the signature page of this AGREEMENT, unless either party notifies the other of a change of address in accordance with this Section 16, in which case the latest noticed address shall be used.
a.) Relationship of the Parties: The relationship between the parties shall be that of independent contractors. Nothing herein shall be construed as creating or constituting any agency or employment relationship, partnership, or joint venture between the parties.
b.) Governing Law, Jurisdiction: This AGREEMENT shall be governed by and interpreted under the laws of the State of Texas. SAVI and DEALER expressly consent and submit to the exclusive jurisdiction of the state and federal district courts located in Dallas, TX.
c.) Enforceability: If any provision of this AGREEMENT is held to be unenforceable by a court of competent jurisdiction, such provision shall be more narrowly and equitably construed so that it becomes legal and enforceable or if such construction is not possible, then the provision shall be deemed removed, and in either case the entire Terms shall not fail on account thereof and the balance of the Terms shall continue in full force and effect.
d.) No Waiver: Any of the provisions of this AGREEMENT may be waived by the party entitled to the benefit thereof. Neither party will be deemed, by any act or omission, to have waived any of its right or remedies hereunder unless such waiver is in writing and signed by the waiving party, and then only to the extent specifically set forth in such writing. A waiver with reference to one event will not be construed as continuing or as a bar to or waiver of any other right or remedy, or as to a subsequent event.
e.) Counterparts and Electronic Signature: This AGREEMENT may be executed in one or more counterparts, each of which shall be deemed an original but all of which together will constitute, and have the same force and effect as, one and the same instrument or an original executed document.
f.) Entire Terms, Amendments: This AGREEMENT contains the entire AGREEMENT between the parties with respect to the subject matter hereof, and supersedes and replaces all prior agreements, negotiations and oral understandings, if any. This AGREEMENT may not be amended, supplemented, or modified in any way, except by an amendment in writing and signed by authorized representatives of the parties. No amendment shall be effected by the acknowledgment or acceptance of a purchase order, invoice, or other forms stipulating additional or different terms. This AGREEMENT shall inure to the benefit of and be binding upon each of the parties and their respective successors, assigns, heirs, executors, administrators, and trustees. g.) Equitable Relief: The parties agree that a breach of Section 8 CONFIDENTIALITY of this AGREEMENT, or of any provision affecting the ownership of the SAVI IP (intellectual property) shall result in immediate and irreparable harm for which ordinary damages may not be a sufficient remedy. Therefore, the parties agree that in the event of any such breach, the non-breaching party may seek equitable relief, including without limitation an injunction or other restraint, in any court of competent jurisdiction, without the necessity of posting any bond, in addition to any other relief to which such non-breaching party may be entitled at law or in equity.
h.) Headings: Section headings used in this AGREEMENT are for the purposes of convenience only and shall not affect the legal interpretation of this AGREEMENT.
i.) Survival: The expiration or termination of this AGREEMENT shall not terminate vested rights of either party from any liabilities or obligations incurred under this AGREEMENT prior to or which by their nature are intended to survive expiration or termination, including but not limited to provisions relating to confidentiality, indemnification, and proprietary rights.
Certain Conditions and DEALER Obligations:
A. the SAVI PRODUCTS covered by this AGREEMENT are:
Audio/Video, Automation and Control: SAVI Software, SAVI Hardware, Custom SAVI Software, Custom SAVI Hardware, Software Licensing, Audio/Video Components, Networking, Accessories and Services.
B. the approved primary location:
As provided as the primary place of business documented in the SAVI Dealer Application.
C. In performance under the AGREEMENT, DEALER shall do the following:
1.) Sell and distribute PRODUCT only to bona fide end users; not market, sell or distribute PRODUCT to wholesalers or sub-dealers, and also not market or sell PRODUCT by means of the Internet or any web site, or other commercial on-line service, unless DEALER has obtained SAVI's express, prior written approval.
2.) Sell the Products only at approved locations unless DEALER has a separate written agreement with SAVI authorizing the sale of the Products by other means.
3.) Not purchase PRODUCT offered by SAVI from any source other than SAVI, or an authorized distribution agent. Nothing herein shall be deemed to authorize or grant DEALER the right to state or imply in any manner that DEALER is authorized to promote or sell any SAVI products other than the PRODUCT which a DEALER is authorized to purchase and resell pursuant to this AGREEMENT and DEALER further agrees that it will not state or imply in any medium anything to the contrary.
4.) Refrain from engaging in any unfair competitive practices, including but not limited to product disparagement and bait and switch practices, and comply with all applicable present and future federal, state, county and local laws, ordinances and regulations of all duly constituted authorities.
5.) Maintain its business establishment in an attractive, clean, orderly and sanitary condition and maintain all its fixtures and furnishings in good condition and repair.
6.) Display the PRODUCT and all promotional material pertaining thereto and maintain adequate stocks and facilities thereof, as applicable.
7.) Obtain training from SAVI for DEALER personnel, and directly provide ongoing training of its sales personnel in connection with the demonstration, use and sale of the PRODUCT.
8.) Make prompt payment of all invoices in accordance with the terms thereof (all terms commence on date of invoice) rendered by SAVI to DEALER in connection with such PRODUCT as may, from time to time, be sold by SAVI to DEALER.
9.) Immediately forward to SAVI information concerning all charges, complaints, or claims of damage relating to any of the PRODUCT that may come to DEALER's attention.
10.) Purchase from SAVI the minimum quantity, if any, of Products as may be required during the term of the AGREEMENT under any applicable independent DEALER program, or otherwise set forth in writing prior to execution of the AGREEMENT, as may be adjusted by SAVI from time to time as permitted under such DEALER program or upon thirty (30) days prior written notice to DEALER. In addition, certain additional minimum purchase obligations may be required to become eligible for price discounts or credit terms, if any, that may be offered by SAVI under any DEALER program from time to time; provided that no such program shall apply to DEALER unless set forth in writing and expressly extended to DEALER by SAVI.
11. (a) Not separate any software sold or bundled/packaged with any PRODUCT from such PRODUCT or sell, license or distribute such software on a standalone basis, (b) only distribute such software on those terms and conditions as SAVI may, from time to time require, and (c) not remove, translate or modify the contents of documentation of or related to such software, including, without limitation, any end user license agreements or warranty statements.
Without in any manner prejudicing the right of SAVI to claim that any other breach or default of this AGREEMENT on the part of DEALER constitutes a material breach or default, it is understood and agreed that the failure of DEALER to comply with the provisions of the foregoing subdivisions of this SCHEDULE A shall constitute a material breach and default of this AGREEMENT on the part of DEALER.
For the purpose of verifying compliance by DEALER with the provisions of the foregoing subdivisions of this SCHEDULE A, DEALER agrees that SAVI and its representatives will be permitted full access to and will be permitted to make copies of or abstracts from the books and records relating to PRODUCTS sold by SAVI to DEALER and will be permitted to audit such books and records at reasonable intervals.
Pending the completion of any such audit, SAVI shall have the right to delay shipments of PRODUCT to DEALER.
CONSTRUCTION OF AGREEMENT: This AGREEMENT shall be construed according to the laws of the State of Texas.