Legal Items

Authorized Professional Reseller Brand Features License Agreement

The following pages and agreement lay out the details of our professional reseller policy. For your benefit, we've also broken down the agreement into some key points that you should look out for while you read the full agreement. You will then be asked to accept and electronically sign the agreement. After you've signed, the executed agreement will be available for your records.

Authorized Professional Reseller Brand Features License Agreement key points

When you click continue, you will be presented with our full Authorized Reseller Brand Features License Agreement. It contains our standard terms and conditions for our installer community. This comprehensive agreement was written to help protect our professionals from unauthorized activities.

Below are some key points about the agreement:

    1. In order to qualify as an Authorized Reseller, you are required to enter into a brand license with Google.

    2. Google grants you a license to use Google Brand Features to promote and marketing the Products.

    3. When promoting and marketing the Products, you must comply with the Google Brand Guidelines.

    4. You must ensure your Installation Services are suitably qualified.

Please note: The above summary is not binding on Google, Nest or you and is in no way incorporated into the interpretation of the Authorized Reseller Brand Feature License Agreement. Your execution of the Authorized Reseller Brand Feature License Agreement will signify your acceptance and the commencement of the terms and conditions contained in the agreement.

This Authorized Professional Reseller Brand Feature License Agreement (the “Agreement”) is entered into by Google LLC whose principal place of business is at 1600 Amphitheatre Parkway, Mountain View, CA 94043 (“Google”) and you (“You”) and becomes effective on the Effective Date (as defined below).

INTRODUCTION

(A) Google operates an authorized reseller network for Google products.

(B) In order to qualify as an Authorized Reseller (as defined below), an entity is required to enter into a written agreement with Google expressly authorizing such entity as an Authorized Reseller.

(C) You wish to qualify as an Authorized Reseller and accordingly the parties are entering into this Agreement.

AGREED TERMS

1. Definitions.

1.1 In this Agreement unless expressly stated otherwise:

“Authorized Reseller” means an entity that Google expressly authorizes as an authorized reseller of Product(s);

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

"Confidential Information" means means information that one party (or an affiliate) discloses to the other party under this Agreement, and that is marked as confidential or would normally be considered confidential information under the circumstances. It does not include information that is independently developed by the recipient, is rightfully given to the recipient by a third party without confidentiality obligations, or becomes public through no fault of the recipient;

“Confirmation Communication” means a written communication from Google to You confirming that (a) Google has received Your application to become an Authorized Reseller and Your written acceptance of the terms of this Agreement; and (b) Google agrees to the terms of this Agreement as a legally binding contract between Google and You;

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

“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 You;

“Installation Services” means the installation of Products(s) in a home or building by or on behalf of You;

"Product" means any Google Nest products;

“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 the term of this Agreement as set forth in Section 7.1 (Term).

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 License.

2.1 Google grants to You a non-exclusive, non-transferable and non-sublicensable license during the Term to use Google Brand Features and Product Information solely to carry promote, market, and sell the Products in accordance with this Agreement and subject to Your compliance with the Google Branding Guidelines and You 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 authorized 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 Your compliance with this Section 2 (Brand Features License). You will provide samples of any such materials to Google within 2 days of Google’s written request, for the purpose of such review.

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

3. Representations, Warranties, and Obligations.

3.1 You represent and warrant to Google that:

(a) during the Term You will obtain and maintain, at Your own expense, all necessary licences and authorizations;

(b) You will comply with all applicable laws and regulations, including in connection with any promotion and marketing of, or Installation Services provided in connection with, the Products;

(c) You will, during the Term and at Your own expense, ensure that all of Your Installation Services providers are suitability qualified, and receive all training and other related communications provided by Google;

(d) You will not offer a product with a Google trademark that You obtained from a source other than Google or a Google authorized reseller or distributor; and

(e) You will not transship, resell, or advertise for resale the Products, online or otherwise, to any third party for resale.

3.2 Each party represents and warrants that it will use reasonable care and skill in complying with its obligations under this Agreement.

3.3 THE WARRANTIES AND CONDITIONS STATED IN THIS AGREEMENT ARE IN LIEU OF ALL OTHER WARRANTIES, CONDITIONS OR OTHER TERMS, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS AS TO MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, ALL OF WHICH ARE EXPRESSLY EXCLUDED.

4. Limitations of Liability.

4.1 Liability. IN THIS SECTION 4 (LIMITATIONS OF LIABILITY), “LIABILITY” MEANS ANY LIABILITY, WHETHER UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE (WHETHER OR NOT FORESEEABLE OR CONTEMPLATED BY THE PARTIES).

4.2 Limitations. SUBJECT TO SECTION 4.3 (EXCEPTIONS TO LIMITATIONS):

(a) NEITHER PARTY WILL HAVE ANY LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT FOR:

    (i) THE OTHER PARTY’S LOST REVENUES OR PROFITS;

    (ii) INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL LOSSES; OR

    (iii) EXEMPLARY OR PUNITIVE DAMAGES; AND

(b) GOOGLE’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED US$10,000.

4.3 Exceptions to Limitations. NOTHING IN THIS AGREEMENT EXCLUDES OR LIMITS EITHER PARTY’S LIABILITY FOR:

(a) DEATH OR PERSONAL INJURY RESULTING FROM ITS NEGLIGENCE OR THE NEGLIGENCE OF ITS PERSONNEL;

(b) FRAUD OR FRAUDULENT MISREPRESENTATION;

(c) YOUR BREACH OF SECTION 2 (BRAND FEATURES LICENSE AND REPORTING);

(d) BREACH OF SECTION 3 (REPRESENTATIONS, WARRANTIES, AND OBLIGATIONS);

(e) BREACH OF SECTION 6 (CONFIDENTIALITY);

(f) YOUR OBLIGATIONS UNDER SECTION 5 (DEFENSE AND INDEMNITY); OR

4.4 MATTERS FOR WHICH LIABILITY CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

5. Defense and Indemnity.

5.1 Obligations. You will defend and indemnify Google, its affiliates, and their respective directors, officers, and employees against all settlement amounts approved by You and any liabilities, damages, losses, costs, fees (including legal fees), and expenses in connection with any third-party claim or legal proceeding (including action by a government authority) to the extent arising from:

(a) Your breach of warranty, negligence, willful misconduct, fraud, misrepresentation, or violation of applicable laws;

(b) any property damage, personal injury, or death related to Your performance of Installation Services; and

(c) any breach of this Agreement or applicable laws and regulations.

5.2 Control of Defense. Google will tender sole control of the indemnified portion of the legal proceeding to You; provided that:

(a) Google has the right to approve controlling counsel, such approval not to be unreasonably withheld (and which approval may be withheld or withdrawn if there is a conflict of interest);

(b) Google may appoint its own non-controlling counsel; and

(c) any settlement requiring Google to admit liability, pay money, or take (or refrain from taking) any action, will require Google’s prior written consent.

6. Confidentiality

6.1 Confidentiality Obligations. The recipient will not disclose the discloser’s Confidential Information, except to employees, affiliates, agents, professional advisors, or other third-party contractors (“Delegates”) who need to know it and who have a legal obligation to keep it confidential. The recipient will use the Confidential Information only to exercise rights and fulfill obligations under this Agreement. The recipient may disclose Confidential Information when legally compelled by a court or other government authority. To the extent permitted by law, recipient will promptly provide the discloser with sufficient notice of all available details of the legal requirement and reasonably cooperate with the discloser’s efforts to challenge the disclosure, seek an appropriate protective order, or pursue such other legal action, as the discloser may deem appropriate. The recipient will ensure that its Delegates are also subject to the same non-disclosure and use obligations.

6.2 No Rights. Except for the limited rights under this Agreement, neither party acquires any right, title, or interest in the other party's Confidential Information.

6.3 No Publicity. Neither party may make any public statement regarding this Agreement without the other party’s written approval.

7. Term and Termination.

7.1 Term. This Agreement shall commence on the Effective Date and shall continue for a period of 12 months unless terminated earlier in accordance with its terms. Thereafter, this Agreement will automatically renew for additional 12 month periods unless a party gives written notice to the other at least 30 days prior to the end of the then-current term

7.2 Termination for Convenience. Google may terminate this Agreement for convenience at any time on written notice to You.

7.3 Termination for Breach. Either party may terminate this Agreement with immediate effect, if the other party:(a)

(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 30 days after receiving written notice of such breach.

7.4 Termination for Legal Cause. Either party may immediately suspend performance or terminate this Agreement if an applicable law or an applicable government or court order prohibits such performance.

7.5 Survival. Upon the expiration or termination of this Agreement for any reason all rights and licenses granted by each party shall cease immediately; and if requested, each party will promptly return to the other party, or destroy and confirm in writing the destruction of, all Confidential Information disclosed to it by the other party. Sections 1 (Definitions), 4 (Limitations of Liability), 5 (Defense and Indemnity), 6 (Confidentiality), 7.5 (Survival), and 8 (General) will survive any expiration or termination of this Agreement.

8. General.

8.1 Insurance. You will maintain insurance policies in accordance with Attachment A (Insurance).

8.2 Notices. All notices of termination or breach will 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 will be in English, in writing, and addressed to the other party’s primary contact. Notice can be by email and will be treated as given on receipt, as verified by written or automated receipt or by electronic log (as applicable).

8.3 Assignment. You may not assign or transfer Your rights or obligations under this Agreement, and any attempt to do so is void. Google may assign or transfer any of its rights or obligations under this Agreement to an affiliate.

8.4 Change of Control. During the Term, if You experience a change of control (for example, through a stock purchase or sale, merger, or other form of corporate transaction), then You will give written notice to Google within 30 days after the change of control.

8.5 Subcontracting. You may not delegate or subcontract any of Your obligations under this Agreement without Google’s written consent. You will remain liable for all subcontracted obligations and all acts or omissions of Your subcontractors.

8.6 No Waiver. Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this Agreement.

8.7 No Agency. This Agreement does not create any agency, partnership, or joint venture between the parties.

8.8 No Third-Party Beneficiaries. This Agreement does not confer any benefits on any third party unless it expressly states that it does.

8.9 Entire Agreement. This Agreement states all the terms agreed between the parties and supersedes all other agreements between the parties as of the Effective Date relating to its subject matter. 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 stated in this Agreement. Any terms or conditions on a quote, invoice, or other similar document from You related to this Agreement, including any online terms, are void.

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

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

8.12 Governing Law. ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL BE GOVERNED BY CALIFORNIA LAW, EXCLUDING CALIFORNIA’S CONFLICT OF LAWS RULES, AND WILL BE LITIGATED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS OF SANTA CLARA COUNTY, CALIFORNIA, USA; THE PARTIES CONSENT TO PERSONAL JURISDICTION IN THOSE COURTS. THIS SECTION 8.19 (GOVERNING LAW) IS NOT INTENDED TO CREATE ANY CALIFORNIA STATUTORY OR COMMON LAW RIGHTS FOR ANY PERSONNEL WORKING OUTSIDE OF CALIFORNIA.

ATTACHMENT A

INSURANCE

During the Term and at Your own expense, You will maintain the following insurance coverage in connection with this Agreement, with insurance carriers rated A- or better by A.M. Best Company:

1. Standard Coverages. You may use any combination of the following insurance to meet the total limit requirements of this Section.

1.1 Commercial General Liability insurance, including contractual liability coverage on an occurrence basis for bodily injury, death, “broad form” property damage, products and completed operations, and personal and advertising injury, with coverage limits of not less than US$1,000,000 per occurrence.

1.2 Workers’ Compensation insurance as required by law in the state where the Services will be provided, including employer’s liability coverage for injury, disease and death, with coverage limits of not less than US$1,000,000 per accident and employee.

1.3 Umbrella (Excess) Liability insurance on an occurrence form, with coverage limits of not less than US$1,000,000 per occurrence.

2. Specific Coverages.

2.1 Auto Liability. If Your provision of Services includes Personnel driving, then You will additionally maintain auto liability insurance coverage for all owned, non-owned and hired vehicles with coverage limits of not less than US$1,000,000 per occurrence for bodily injury and property damage.

2.2 Professional Liability. If Your provision of Services includes consultative, design, or development services, then You will additionally maintain professional liability insurance, with coverage limits of not less than US$1,000,000 per claim.

2.3 Commercial Crime. If Your provision of Services includes access to financial information, funds, payments, or other financial records, then You will additionally maintain commercial crime insurance on an occurrence form with coverage limits of not less than US$1,000,000 annual aggregate.

2.4 Network Security and Privacy Liability. If You will collect, store, process or otherwise access any data related to Google, its customers, or its employees, then You will additionally maintain network security and privacy liability insurance with coverage limits of not less than US$1,000,000 per claim, that includes coverage for: (A) Your unauthorized disclosure of, or failure to properly handle, personal or other confidential data; and (B) financial loss, including any related defense expense, resulting from Your wrongful acts in rendering Services. If Your professional liability policy includes coverage for network security and privacy liability, then any combined single limit for the policy must be the sum of the limits required for each (i.e., US$2,000,000).

3. Coverage Requirements.

3.1 Primary Coverage. Your policies will be considered primary without right of contribution from Google’s insurance policies.

3.2 Policy Limits. Your policies will apply to the full extent provided by the policies. The coverage requirements in Sections 1 (Standard Coverages) and 2 (Specific Coverages) above will not lower the coverage limits of Your policies, and will not limit Your obligations or liability under this Agreement (including indemnities).

3.3 Additional Insured. You will name Google and its affiliates and their officers, directors, shareholders, employees, agents and assignees as additional insureds in each of the policies required above except for:

(A) workers’ compensation,

(B) professional liability, and

(C) network security and privacy liability policies.

3.4 Waiver of Subrogation. You will include a severability of interests and waiver of subrogation clause in favor of Google in each of the policies required above except for:

(A) professional liability, and

(B) network security and privacy liability policies.

3.5 Cancellation Notice. You will provide Google with notice of cancellation of any policy required above in accordance with policy provisions.

4. You Are Responsible for Your Own Insurance Coverage.

4.1 Your Activities at Own Risk. All of Your activities under this Agreement will be at Your own risk.

4.2 No Benefit of Google Insurance Policies. Personnel will not be entitled to any benefits under Google’s insurance policies.

4.3 You Are Responsible for Subcontractor’s Insurance Coverage. You is solely responsible for ensuring that Your subcontractors maintain insurance coverage that is usual, reasonable and customary for the services provided by such subcontractors to ensure that You can meet Your requirements and obligations under this Agreement.

5. Certificates of Insurance.

5.1 Evidence of Insurance Coverage. Upon Google’s request, You will provide evidence of required insurance coverage to Google or Google’s third-party vendor.

5.2 Google Not Obligated to Review Insurance Coverage. Google’s failure to request, review, or object to the terms of Your certificates of insurance will not:

(A) waive any of Your obligations under this Agreement;

(B) waive any of Google’s rights under this Agreement; or

(C) limit or diminish Your liability under this Agreement.