DEALER PROGRAM TERMS OF SERVICE

This ButterflyMX Dealer Program Terms of Service (the “Agreement“) is entered into by and between ButterflyMX, Inc. (“ButterflyMX“) and the authorized dealer (“Dealer” or “You“). This Agreement governs your participation in the ButterflyMX Dealer Program (“Program“). By registering for the Program and accessing or using the services provided by ButterflyMX, you agree to be bound by the terms and conditions of this Agreement.

Background

ButterflyMX designs, manufactures, sells, licenses and distributes property access management products and solutions. ButterflyMX maintains a network of Dealers to sell and install its property access management products and solutions. Dealer desires to promote such products and solutions to any third-party (“End Users”) in accordance with the terms and conditions of this Agreement at the Fees set forth in the Dealer Price Sheet, which is made available to the Dealer at the end of their required Dealer Training Program, all in accordance with and subject to the terms and conditions of this Agreement.

The primary goals and purposes of the ButterflyMX Dealer Program are as follows:

Primary Goal and Purposes

To expand the distribution and reach of ButterflyMX’s access control and video intercom solutions by establishing a network of authorized dealers.
To offer Dealer an opportunity to enhance their product offerings and provide their customers with security and access control solutions.
To create a mutually beneficial partnership where Dealer can access ButterflyMX’s products, training, and support.
To establish a consistent and reliable distribution channel that can efficiently and effectively install ButterflyMX products and services and, therefore, meet the security and access control needs of customers in various geographic areas.

Eligibility Criteria

To be eligible to participate in the Dealer Program, Dealer must meet the following eligibility criteria:

Successfully complete the ButterflyMX Dealer Training program including, without limitation, any ongoing requirements set forth in the program.
Possess and maintain proper local, state, and federal licenses and certifications as required by applicable law in their areas of service.

Application and Approval Process

The procedure for applying to become a dealer is as follows: Register for a dealer account through the ButterflyMX website. The dealer application will be reviewed by the ButterflyMX team. Approval for participation will be granted at ButterflyMX’s sole discretion based on the evaluation of the application by the ButterflyMX team.

Rights and Responsibilities

Rights of Dealers

Right to Distribute Products: Dealers have the limited, non-exclusive right to market and sell ButterflyMX products and services to their customers within their designated geographic area.
Access to Marketing Resources: Dealer has access to ButterflyMX’s marketing materials and resources to promote and market the products.
Use of Trademarks: Dealer is granted a limited, non-exclusive license to use ButterflyMX trademarks and logos solely for the sole purpose of marketing and selling ButterflyMX products.

Responsibilities of Dealers

Customer Support: Dealer is responsible for providing excellent customer support to end-users of ButterflyMX products, including addressing inquiries and resolving issues promptly.
Legal Compliance: Dealer shall comply with all applicable local, state, and federal laws and regulations in the marketing and sale of ButterflyMX products. Dealer will obtain and maintain in full force and effect all applicable permits and/or licenses necessary to comply with all applicable requirements of law related to the conduct of its business and affairs and the purchase, receipt, sublicense and resale of the Products, as applicable, and the installation, use, operation, and support thereof. Dealer shall not misrepresent ButterflyMX, its products or services in connection with the marketing and sale of such products.
Data Protection: Dealer is responsible for complying with data protection laws and safeguarding customer data in accordance with applicable local, state, and federal laws and regulations.
Training: Dealer shall participate in reoccurring ButterflyMX training programs and stay updated on product knowledge.

Pricing and Payment Terms

Hardware Pricing: Dealer can find hardware prices by referring to the ButterflyMX Dealer Price Sheet, which provides details on the pricing of ButterflyMX products. The ButterflyMX Dealer Price Sheet is made available to Dealer upon completion of Dealer’s required training program.

Payment Terms: Hardware payment must be made in whole prior to ButterflyMX shipping any hardware to Dealer. Software payments must be made in whole prior to ButterflyMX turning on any service. In the event ButterflyMX elects to turn on any service prior to payment and payment is not timely received, ButterflyMX reserves the right to suspend performance or terminate service to any and all customer accounts and Dealer will indemnify ButterflyMX from any resulting damages.

Intellectual Property

Ownership: All patents and inventions, trademarks, service marks, trade names, trade dress and logos, copyrights, trade secrets, moral rights, and all other intellectual and industrial property or proprietary rights, in each case, whether now existing or created or arising hereafter, in any jurisdiction world-wide (“collectively, “Intellectual Property Rights”) and other rights relating to ButterflyMX’s products and services and any modifications thereof or derivative works based in whole or in part thereon (whether or not authorized) will at all times be the exclusive property of ButterflyMX or its licensors, and all use of such rights will accrue to the benefit of ButterflyMX. Dealer will not challenge ButterflyMX’s title to such intellectual property. Nothing contained in this Agreement will constitute or be construed as a transfer of ownership of any of the Intellectual Property Rights of ButterflyMX or its licensors or to otherwise give Dealer any proprietary rights to any of the Intellectual Property Rights of ButterflyMX or its licensors.

Use of Trademarks and Logos: Dealer is granted a limited, non-exclusive license to use ButterflyMX trademarks and logos solely for the purpose of marketing and selling ButterflyMX products.

Product Support, Training, and Availability

Training Resources: Dealer will have access to online training covering various aspects of ButterflyMX’s products and services, including hardware, installation, sales, and marketing. This training is designed to equip Dealer with the knowledge and skills necessary to promote, sell, install, and service ButterflyMX products.

Technical Support: Dealer will have access to ongoing technical support through ButterflyMX’s support team. In addition to technical support, Dealer may also utilize other internal ButterflyMX teams for assistance, including sales support, marketing support, or additional training, as needed.

Availability: ButterflyMX may, in its sole discretion, discontinue the sale, license and/or support of any of its products or services and any hardware therefor and make any changes affecting their form, fit or function as it determines. ButterflyMX makes no guarantees that all products and services currently available will continue to be available in the future.

Terms of Agreement

Duration: The Agreement between ButterflyMX and Dealer will be in effect until terminated by either party upon written notice (including electronic notice). ButterflyMX retains the right to terminate the Agreement, with or without cause, at any time for any reason, and will provide electronic notice of the termination.

Training Updates: ButterflyMX retains the right to update any required training program, and Dealer may be required to complete the updated training to continue receiving the benefits of this Program.

Effects of Termination: If this Agreement expires or is terminated for any reason, then upon termination Dealer will cease to act as a promoter and/or reseller of ButterflyMX and/or its Products.

Confidentiality and Data Privacy

Confidential Information: During the term of the Agreement and thereafter, Dealer is required to maintain the confidentiality of all non-public information shared by ButterflyMX, including, without limitation, the products and services, trade secrets, product roadmaps, and pricing details.

Data Privacy Obligations: Dealer shall comply with all applicable local, state, and federal data protection laws. They are responsible for safeguarding any customer data and ensuring it is handled in compliance with applicable data privacy laws.

Data Sharing Policy: Without limiting Dealer’s obligations under applicable laws, Dealer shall comply with ButterflyMX’s privacy policy located at https://butterflymx.com/privacy-policy/ and any other restrictions and/or guidelines communicated by ButterflyMX to Dealer from time to time. Dealers are prohibited from using customer data for purposes other than the intended scope of the program.

Notice of Breach: Dealer shall promptly notify ButterflyMX in writing of any and all material breaches of any of its obligations under the Agreement and Dealer shall assist ButterflyMX in all steps reasonably necessary to mitigate any damages resulting therefrom.

Compliance and Legal Requirements

Legal Compliance: Dealer is expected to fully comply with all relevant local, state, and federal laws and regulations governing the marketing and sale of products and services. This includes, but is not limited to, adherence to local, state, and federal laws related to consumer protection, advertising, and sales tax, among others.

Industry-Specific Standards: Dealers may also be required to adhere to industry-specific standards or certifications, especially if the products they distribute have specific regulatory requirements. These standards may encompass product safety, security, or environmental compliance.

Contractual Obligations: Dealers are bound by the terms and conditions outlined in the Agreement. In connection therewith, Dealer shall keep proper records, which are sufficient to enable ButterflyMX to verify Dealer’s compliance with the Agreement. During the term of the Agreement and for the three-year period immediately following expiration of the term, ButterflyMX reserves the right, upon reasonable notice and during normal business hours, to audit Dealer’s records for purposes of determining or otherwise verifying Dealer’s compliance with the Agreement.

Governing Law and Dispute Resolution

Governing Law: The Agreement will be governed by the laws of the State of New York (excluding the United Nations Convention on Contracts for the International Sale of Goods), without regard to any conflicts of law principles which may result in the application of the laws of another jurisdiction.

Reporting Disputes: In the event of a dispute or conflict between ButterflyMX and Dealer, the Dealer shall report the dispute electronically to partners@butterflymx.com. Disputes will be reviewed and decided upon by the ButterflyMX team. Notwithstanding the foregoing, any suit, action or proceeding arising in connection with the Agreement will be brought only in the state or federal courts sitting in the State of New York and the parties hereby expressly submit to the exclusive jurisdiction of such courts for the purpose of any such suit, action, or proceeding. Dealer irrevocably waives any objections which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to the Agreement if brought in New York, and hereby further irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. The parties expressly waive any right to a jury trial regarding disputes related to the Agreement.

Limitations of Liabilities and Indemnifications

Limitations of Liability: UNDER NO CIRCUMSTANCES WILL BUTTERFLYMX BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, INDIRECT, OR OTHER DAMAGES, OR LOSS OF PROFITS HOWSOEVER ARISING, IN CONNECTION WITH THE AGREEMENT OR THE USE, OR INABILITY TO USE, ANY PRODUCT OR SERVICE, EVEN IF BUTTERFLYMX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. BUTTERFLYMX’S AGGREGATE CUMULATIVE LIABILITY FOR DAMAGES (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE) WILL IN NO EVENT EXCEED TWENTY-FIVE DOLLARS ($25.00). THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SET FORTH IN THIS AGREEMENT WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

Indemnification: Dealer agrees to defend, indemnify, and hold harmless ButterflyMX, its affiliates, and their respective directors, officers, employees and agents (the “ButterflyMX Entities”) from all damages, liabilities, costs and expenses (including, without limitation, reasonable attorneys’ fees) suffered or incurred by the ButterflyMX Entities in connection with any third party suit, action, claim or proceeding arising out of or in connection with:

Dealer’s failure to comply with applicable laws, rules, or regulations;
Dealer’s breach of the Agreement or Dealer’s breach or alleged breach of any agreement between Dealer and its customer(s);
the negligence or intentional misconduct of Dealer or its employees, contractors and agents, including, without limitation, faulty installation of ButterflyMX products or service; any dispute between Dealer and its customer(s) relating to Dealer’s access to or use, suspension or termination of the customer(s)’ account.

Marketing and Promotion

Marketing Materials: ButterflyMX may provide Partner with marketing materials and tools to promote ButterflyMX products and services. Partner agrees to use these materials in a manner consistent with ButterflyMX’s branding guidelines and all applicable laws, regulations, and other guidelines.

Prohibited Activities: Partner shall not engage in any of the following activities:

1. Use of misleading or deceptive marketing practices.
2. Bidding on trademarked terms in pay-per-click advertising campaigns, including but not limited to the term BUTTERFLYMX.
3. Promotion of ButterflyMX products on adult, illegal, or offensive websites.
4. Spamming or unsolicited email marketing.
5. Marketing or other practices that are violative of applicable laws, regulations, and other guidelines.

Amendments and Updates

ButterflyMX reserves the right to amend or update the Agreement in its sole discretion. Changes will be electronically sent to the affected parties, and Dealer shall be responsible for complying with any and all such updates and/or amendments unless and until such time as it provides written notice of termination to ButterflyMX.

Miscellaneous Provisions

If any provision contained in this Agreement is held by a court to be invalid or unenforceable, that provision will be enforced to the maximum extent permissible so as to reflect, as nearly as possible, the original intentions of the parties, and the remaining provisions of this Agreement will not be affected thereby.
This Agreement and the licenses granted hereunder may be freely assigned by ButterflyMX but may not be assigned by Dealer without the prior express written consent of ButterflyMX.
No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.
[Except as otherwise expressly set forth, ] the Agreement and the other documents expressly referenced herein constitute the entire arrangement and understanding between the parties with respect to the Program and supersede all prior agreements, negotiations and discussions relating to the Program, whether written or verbal.
The section headings used herein are for reference only and shall not be read to have any legal effect.

How to Contact Us: You may contact us regarding the Services or these Terms by email at partners@butterflymx.com or by mail at 44 West 28th Street, 4th Floor, New York, NY 10001, attention Partner Team.