Authorised Retailer/Reseller Brand Features Licence

This Agreement (the “Agreement”) is entered into by Google Commerce Limited whose principal place of business is at Gordon House, Barrow Street, Dublin 4, Ireland (“Google”) and [INSERT PARTNER'S FULL LEGAL NAME] whose registered office or principal place of business is at [INSERT PARTNER'S ADDRESS] ("Partner") and becomes effective on the Effective Date at as defined below.

INTRODUCTION

(A) Google has entered into agreements with certain distributors (each a “Google Distributor”), pursuant to which Google sells certain products to the Google Distributor and the Google Distributor resells those products to third parties (each a “Google Distribution Agreement”).

(B) In order to qualify as an Authorised Retailer/Reseller (as defined below) under the Google Distribution Agreement, an entity is required to enter into a brand features licence with Google.

(C) Partner wishes to qualify as an Authorised Retailer/Reseller pursuant to the Google Distribution Agreement and accordingly the parties are entering into this Agreement.

AGREED TERMS

1. Definitions

1.1 In this Agreement unless expressly stated otherwise:

"Affiliate" means in relation to each of the parties: (a) any parent company of that party; and (b) any corporate body of which that party directly or indirectly has control or which is directly or indirectly controlled by the same person or group of persons as that party;

“Authorised Retailer/Reseller” means an entity fulfilling Google’s objective selection criteria for becoming an authorised retailer or reseller of the Product;

“Brand Features” means trade names, trademarks, logos and other distinctive brand features of the applicable party;

"Confidential Information" means any information disclosed by (or on behalf of) one party to the other party in connection with or in anticipation of this Agreement that is marked as confidential or, from its nature, content or the circumstances in which it is disclosed, might reasonably be supposed to be confidential (but not information that the recipient already knew, that becomes public through no fault of the recipient, that was independently developed by the recipient or that was rightfully given to the recipient by a third party without confidentiality obligations);

“Effective Date” means the date on which Google sends the Confirmation Communication to Partner;

“Google Branding Guidelines” means Google’s then-current guidelines for third party use of Google’s brand features (available at https://www.google.com/permissions/trademark/rules.html and https://madebytoolkit.withgoogle.com/overview/17xA3-Zm3spn3hxfWp-zIX6BqQoO-Aj30s1Q1xtPaXfo/introduction-to-hardware/ as such URLs and their content may be updated by Google from time to time), plus any additional usage guidelines applicable to the Product or to other brand features included in the Product Information, as notified by Google to Partner;

“Installation Services” means the provision of the services of installing the Products(s) in a home or building;

"Product" means any Google products which are both: a) purchased by Partner pursuant to the Google Distribution Agreement; and b) agreed between the parties in writing;

“Product Information” means in relation to a Product any product specifications, images and/or any other content provided by Google for the purposes of preparing advertising and promotional material for that Product;

“Term” means a period of twelve months commencing from the Effective Date plus any renewal periods pursuant to clause 6.1.

1.2 The words "include" and "including" will not limit the generality of any words preceding them.

1.3 A “person” includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

2. Brand Features Licence and Reporting

2.1 Google grants to Partner a non-exclusive, non-transferable and non-sublicensable licence during the Term to use Google Brand Features and Product Information solely to carry out any promotion and marketing activities for the Product agreed between the parties, in each case subject to Partner’s compliance with the Google Branding Guidelines and Partner obtaining Google’s prior written approval for any materials bearing or incorporating the Google Brand Features and/or Product Information.

2.2 Google or its authorised representatives will have the right at any time during the Term to review any materials bearing or incorporating the Google Brand Features and/or Product Information, as Google reasonably considers necessary to confirm Partner’s compliance with this clause 2. Partner will provide samples of any such materials to Google within two (2) days of Google’s written request, for the purpose of such review.

2.3 All goodwill arising from the use by Partner of Google Brand Features shall belong to Google (or its licensors). If Google notifies Partner that Partner is using Google Brand Features or Product Information in a manner not in compliance with this clause 2 then without prejudice to Google’s other rights and remedies, Partner shall promptly and in any case within 5 days, remedy or suspend such non-compliant use.

3. Warranties and Obligations

3.1 Partner warrants to Google that it shall during the Term obtain and maintain, at its own expense, all necessary licences and authorisations and shall comply with all applicable laws and regulations, in connection with any promotion and marketing carried out by it in relation to the Products.

3.2 Each party warrants that it will use reasonable care and skill in complying with its obligations under this Agreement. 3.3 Subject to clause 4.1(b), all implied conditions, warranties or other terms (including any implied terms as to satisfactory quality, fitness for purpose or conformance with description) are excluded.

3.4 Partner will, during the Term and at its own expense, ensure that all of its Installation Services providers are suitability qualified, and receive all training and other related communications provided by Google.

3.5 Partner will indemnify Google and its Affiliates against any: (i) settlement amounts approved by the Partner; and (ii) damages and costs in a final judgment awarded against Google by a competent court, in any third party legal proceedings brought against Google or its Affiliates to the extent arising from Installation Services for the Product provided by the Partner.

4. Limitation of Liability

4.1 Nothing in this Agreement shall exclude or limit either party’s liability for:

(a) death or personal injury resulting from the negligence of either party or their servants, agents or employees;

(b) fraud or fraudulent misrepresentation;

(c) breach of any implied condition as to title or quiet enjoyment; or

(d) misuse of Confidential Information.

4.3 Subject to clause 4.1, each party's total liability under or in connection with this Agreement (whether in contract, tort (including negligence) or otherwise) is limited to £150,000.

5. Confidentiality

5.1 The recipient of Confidential Information will not disclose that Confidential Information, except to its Affiliates, employees and/or professional advisors who need to know it and who have agreed in writing (or in the case of professional advisors are otherwise bound) to keep it confidential. The recipient will ensure that those people and entities: (a) use such Confidential Information only to exercise rights and fulfil obligations under this Agreement; and (b) keep such Confidential Information confidential.

5.2 The recipient may also disclose Confidential Information when required by law after giving reasonable notice to the discloser, such notice to be sufficient to give the discloser the opportunity to seek confidential treatment, a protective order or similar remedies or relief prior to disclosure.

5.3 Neither party will issue any press release regarding or in connection with this Agreement without the other’s prior written approval.

6. Term and Termination

6.1 This Agreement shall commence on the Effective Date and shall continue for a period of one year unless terminated earlier in accordance with its terms. At the end of such year, this Agreement shall automatically renew for further periods of one year, unless either party gives written notice to the other at least 30 days prior to the end of the then-current term.

6.2 Google may terminate this Agreement for convenience at any time by giving thirty (30) days’ written notice to Partner.

6.3 This Agreement shall automatically terminate if Partner ceases at any time to be an Authorised Retailer/Reseller pursuant to the relevant Google Distribution Agreement.

6.4 A party may suspend performance and/or terminate this Agreement with immediate effect, if the other party: (a) is in material breach of this Agreement where the breach is incapable of remedy; or (b) is in material breach of this Agreement where the breach is capable of remedy and fails to remedy that breach within thirty days after receiving written notice of such breach.

6.5 A party may suspend performance and/or terminate this Agreement with immediate effect, if in respect of the other party any of the following events occur:

(a) it is, or is deemed for the purposes of any applicable law to be, unable to pay its debts as they fall due for payment;

(b) a petition is presented or documents filed with a court or any registrar or any resolution is passed for its winding-up, administration or dissolution or for the seeking of relief under any applicable bankruptcy, insolvency, company or similar law;

(c) any liquidator, trustee in bankruptcy, judicial custodian, compulsory manager, receiver, supervisor, administrative receiver, administrator or similar officer is appointed in respect of it or any of its assets;

(d) any event analogous to the events listed in (a) to (c) above takes place in respect of it in any jurisdiction.

7. General

7.1 Neither party may assign any part of this Agreement without the written consent of the other, except to an Affiliate where: (a) the assignee has agreed in writing to be bound by the terms of this Agreement; (b) the assigning party remains liable for obligations under this Agreement if the assignee defaults on them; and (c) the assigning party has notified the other party of the assignment. Any other attempt to assign is void.

7.2 Either party may subcontract any of its obligations under this Agreement, but will remain liable for all subcontracted obligations and all acts or omissions of its subcontractors.

7.3 All notices of termination or breach must be in English, in writing, and addressed to the other party’s Legal Department. The address for notices to Google’s Legal Department is legal-notices@google.com. All other notices must be in English, in writing and addressed to the other party’s primary contact. Emails are written notices. Notice will be treated as given on receipt, as verified by written or automated receipt or by electronic log (as applicable).

7.4 The parties are independent contractors. This Agreement does not create any agency, partnership, joint venture, or employment relationship.

7.5 This Agreement does not confer any benefits on any third party unless it expressly states that it does.

7.6 Any amendment must be in writing, signed by both parties, and expressly state that it is amending this Agreement.

7.7 Subject to clause 4.1(b): (a) this Agreement states all terms agreed between the parties and supersedes all other agreements between the parties relating to its subject matter (whether oral or in writing); (b) in entering into this Agreement neither party has relied on, and neither party will have any right or remedy based on, any statement, representation or warranty (whether made negligently or innocently), except those expressly set out in this Agreement.

7.8 If any part of this Agreement is invalid, illegal or unenforceable, the rest of the Agreement will remain in effect.

7.9 This Agreement is governed by English law and the parties submit to the exclusive jurisdiction of the English courts in relation to any dispute (contractual or non-contractual) concerning this Agreement, but either party may apply to any court for an injunction or other relief to protect its intellectual property rights.