General Terms and Conditions of Partner Registration

By participating in the Bosch Security Systems BV (“Bosch”) x2 Connect Video Partner Program (“Partner Program”), the company or legal entity that is submitting the registration to participate in the Partner Program (“you”, “your” or “Partner”) agrees to be bound by this Bosch x2 Connect Video Partner Program Agreement (“Agreement”), which includes the General Terms of this Agreement and the documents, terms and conditions (as each may be modified) that are referenced in this Agreement.

Please print a copy of this Agreement for your records. Completion of the Partner registration and acceptance of this Agreement does not mean or imply that you have been accepted by Bosch into the Partner Program.

For purposes of this Agreement, “Bosch” means Bosch Security Systems B.V.; “Bosch Affiliate” is defined as all entities which, directly or indirectly, control, are controlled by, or are under common control with Bosch.

General Terms

1. Eligibility. Throughout your participation in the Partner Program, you must (a) meet Partner Program Requirements (defined below); and (b) comply with this Agreement. Additionally, you will at all times (1) provide relevant, up-to-date contact details of your personnel; and (2) provide prompt, written notiﬁcation to Bosch of any changes that may affect your participation in the Partner Program. You will designate an individual (“Partner Program Account Administrator”) to perform the tasks in subparts (1) and (2) and to receive any notice that Bosch is required to give under this Agreement. In order to help the public search for a Bosch partner, you authorize Bosch to publish and include your partner profile and company information in the Where to Buy tool located at https://www.boschsecurity.com/gb/en/where-to-buy/

2. Governing Documents and Partner Program Requirements.

2.1 Agreement. Unless otherwise speciﬁed in writing by Bosch, this Agreement governs your participation in the Partner Program, including marketing and incentive programs and other subprograms that are available to you.

2.2 Partner Program Requirements.

2.2.1 Partner Program Overview. The complete list of potential Partner benefits, requirements and commitments based on your partner level are provided in the Partner Program overview listed at Partner Program Overview, which is hereby incorporated by reference. Through registering in the Partner Program, accepting the terms of this Agreement, including the Partner requirements and commitments listed in this Section 2.2 of the Agreement and the Partner requirements listed in the Partner Program Overview (collectively, the “Partner Requirements”) and being accepted by Bosch into the Partner Program, you become eligible to receive the benefits of the Partner Program. Bosch reserves the right to adjust the Partner Program Overview, including the Partner Requirements, at any time, in its sole discretion and without advance notice to you. End-Users (defined below) are not eligible to participate as a partner in the Partner Program unless written approval is granted by Bosch. For the purpose of this Agreement, “End User” is defined as any legal entity purchasing or otherwise obtaining Products and Services for its own internal end-use (and not for resell, distribution, or sub-licensing to others).

2.2.2 Products and Services. The list of video systems hardware equipment and software licenses (“Products”) and support, maintenance, professional and other services (“Services”) eligible for resale under the Partner Program shall be provided to you in writing by Bosch, either online through a Bosch portal or available upon request from your Bosch account manager. Bosch reserves the right to update the list of Products and Services that are available for sale under the Partner Program at any time and at its discretion.

2.2.3 Partner Level Assignment. Upon Bosch’s acceptance of you into the Partner Program, you will be assigned a specific Partner level as listed in the Partner Program Overview. The Partner level is based on the volume (quantity) of Products and Services purchased by the Partner within the immediate prior year. Subject to Section 2.2.2, only purchases of Products and Services through a Bosch Partner Program authorized distributor (“Distributor”) shall contribute towards the Partner level assignment. A list of authorized distributors shall be provided to you either online through a Bosch portal or available upon request to your Bosch account manager. The purchase of Products and Services directly from Bosch is only permitted and counted toward Program volumes if expressly authorized in writing by Bosch. If you exceed the purchase volume threshold at your Partner level in any given month and meet all of the other commitments for that level, you may move to a higher Partner level in the following month. If the purchase volume threshold is not achieved for your Partner level over the prior 12 month period, the Partner level may be adjusted to the level earned based on your actual purchase volume over that period, as determined by Bosch in its sole discretion.

2.2.4 Pricing

All authorized distributor pricing and discounts are negotiated and determined solely between the authorized distributor and Partner. Bosch does not guarantee or keep track of any pricing or discounting decisions between the authorized distributors and Partners. No provisions of this Agreement shall give Bosch the right to obtain review influence or have any dealings with any authorized distributors pricing and discounts.

2.2.5 Direct services

In case the Partner orders services directly with Bosch including but not limited to training, technical support and repairs, the invoice for these services will be provided to the Partner by the local Bosch entities in the country where the service has been delivered. Bosch Security Systems BV acts therefore as an intermediary on behalf of the local Bosch entity. The Partner’s company data including the invoicing address will be exchanged between Bosch Security Systems BV and the respective local Bosch entity on basis of the Joint Controllership Arrangement, x2 Connect Video Partner Program.

2.2.6 Logos, Trademarks and Copyrights.

Partners are provided access to Partner Program logos and Bosch Marks as follows:

A. Bosch Marks. Bosch hereby grants to you a limited, non-transferable, non-sublicensable, revocable, royalty free license to use the trademarks, service marks, trade or company names, product and service identiﬁcations, internet domains/internet addresses, logos, artwork and other symbols and devices associated with Bosch, Bosch Affiliates, or the Products or Services (the “Bosch Marks”) solely for marketing and advertising purposes related to the Products and Services under this Agreement and in strict accordance with all instructions provided by Bosch. You agree that all right, title and interest in the Bosch Marks is and shall remain Bosch’s property. You may not register or use any domain name, business name, email address, social media handle, or other designation of identity or origin containing or confusingly similar to any Bosch Marks without Bosch’s prior written permission, and you shall assign any such designations to Bosch at your expense upon Bosch’s demand. You will not incorporate Bosch Marks into your product names, service names, or any other similar designations. You will not use the Bosch Marks in search engine advertising, either as a keyword or in advertisements appearing on search engines without Bosch’s prior written permission – however, such use restriction will not apply where prohibited by applicable law. Your use of the Bosch Marks inures to the sole benefit of Bosch.
B. Partner Program Logos. Your use of Partner Program logos is determined by, and must be in strict compliance with, the terms and conditions in Section 2.2.5 A of this Agreement. Use of Partner Program logos not related to the assigned partner level at the time of use is strictly prohibited.
C. Bosch Copyrights. You agree that Bosch shall retain all right, title and interest to any copyrighted or copyrightable content provided under this Agreement, including without limitation any imagery, product descriptions or other content related to the Products and Services and all associated intellectual property rights therein (“Content”). Such Content is provided “as is” by Bosch and Bosch hereby grants you a limited, non-transferable, non-sublicensable, revocable, royalty free license to use the Content provided by Bosch to you solely for marketing and advertising purposes related to the Products and Services under this Agreement and in strict accordance with all instructions provided by Bosch. You agree that you will not alter, modify or use such Content for any other purpose or outside of this Agreement.
D. Complete Grant. The license grants set forth above are the complete grant of rights and no further rights shall be granted by implication, estoppel, equity or otherwise.

2.3 Bosch may deny any claim that it believes, in its sole discretion, does not conform to this Agreement, the Partner Program, or subprogram terms. Bosch may, without prior notice, immediately suspend or terminate any quote, purchase order, registration or your participation in the Partner Program if you provide to Bosch or customers or End Users any inaccurate, incomplete, or fraudulent claims or information or if you engage in activities that may cause damage, embarrassment or adverse publicity to Bosch, or any of its ofﬁcers, directors or employees. Bosch records and systems shall be authoritative and conclusive for purposes of determining your eligibility and Partner Program and subprogram beneﬁts and for performing any computation under the Partner Program or subprograms. Bosch reserves the right to interpret the rules of the Partner Program and subprograms in its sole discretion. All decisions made by Bosch are ﬁnal.

3. Confidential Information.

3.1 Confidential Information. In connection with the Partner Program, you may have access to or be exposed to materials, data, or information, whether in written, oral, electronic, website-based, or other forms, that are not generally known to the public (collectively, "Conﬁdential Information"). You will keep all Conﬁdential Information strictly conﬁdential until three (3) years after the termination of this Agreement, using at least the same degree of care as you use to protect your own conﬁdential information, but no less than reasonable care. Notwithstanding anything to the contrary in this Agreement, your conﬁdentiality obligations with respect to Personal Information and trade secrets (including technical information about current Product and Services and all information about unreleased products and services) of Bosch or Bosch Afﬁliate shall never expire. You may share Conﬁdential Information with only your employees who have a need to know in furtherance of the business relationship between you and Bosch and who are subject to legally binding obligations of conﬁdentiality at least as restrictive as those imposed on you in this Agreement. You are fully liable for any breach of this paragraph by your personnel. These conﬁdentiality obligations do not apply to any Conﬁdential Information that (a) you can demonstrate was already in your possession before your receipt from Bosch; (b) is or becomes publicly available through no fault by you or your personnel; or (c) you rightfully received from a third party who has no duty of conﬁdentiality. If you are required by a government body or court of law to disclose any Conﬁdential Information, to the extent permitted by law, you agree to give Bosch reasonable advance notice so that Bosch may contest the disclosure. You acknowledge that damages for improper disclosure of Conﬁdential Information may be irreparable and that Bosch shall be entitled to seek equitable relief, including injunction and preliminary injunction, in addition to all other remedies available at law or in equity. You authorize and agree that information regarding your business with Bosch and information, including Personal Information, you provide to Bosch in connection with the Partner Program may be accessed and used by Bosch and Bosch Afﬁliates and their employees and contractors for sales and marketing purpose and for any purpose related to the Partner Program or the relationship between you and Bosch (collectively, “Purpose”) and may be disclosed to relevant distributors or resellers, governing body, or your customers or End-Users for the Purpose or to fulfill Bosch obligations to you and/or your customers or End-Users.

You authorize and agree that information on the quantities of products that were purchased by you as Partner from a Distributor are exchanged between the Distributor and Bosch for the purpose and for any purpose related to the Partner Program.

Any individual agreement between Bosch and the Partner supersedes this agreement.

3.2 Personal Information. If you provide to Bosch any Personal Information about your personnel, customers or prospects, you represent that you have obtained permission for Bosch to receive the Personal Information and to use and disclose the Personal Information as authorized in this Agreement. As used in this Agreement, “Personal Information” means any information or data that alone or together with any other information relates to an identiﬁed or identiﬁable natural person, or data considered to be personal data as deﬁned under applicable laws.

4. Code of Conduct and Bosch Policies.

4.1 Bosch CoBC and Gratuity Rules. Partner confirms that it acknowledges the content of the Bosch Code of Business Conduct ("Bosch CoBC"), a copy of which is available at https://assets.bosch.com/media/en/global/sustainability/strategy/vision_and_goals/bosch-code-of-business-conduct.pdf, and that it will make best efforts to observe these provisions. Partner shall provide its representatives rendering services in connection with Partner’s duties under this Agreement with a copy of the Bosch CoBC and take reasonable steps to ensure that its affiliates, agents, employees and representatives comply with the principles set out in these documents.

4.2 UN Global Compact Initiative. Partner shall comply with the principles of the “UN Global Compact Initiative” relating broadly to the protection of international human rights, the right to collective bargaining, the abolition of forced labor and child labor, the elimination of discrimination when personnel is engaged and employed, the responsibility for the environment and the prevention of corruption (www.unglobalcompact.org).

4.3 Anti-Corruption Training. Partner may be required to undertake any such anti-corruption training as Bosch may reasonably require. Bosch will be responsible for the costs of any such training.

4.4 Partner Books and Records. During the term of and to the extent relevant to this Agreement, Partner shall (i) keep its books and records in accordance with generally applicable and internationally recognized accounting principles and practices and (ii) accurately record all transactions which relate to this Agreement or to services provided by Partner under it.

4.5 Partner Breach and Investigation. In the event Bosch considers that there may have been a breach of the above listed provisions, Bosch may notify Partner of the suspected breach and investigate the suspected breach ("Investigation"). Partner shall provide any information and assistance reasonably requested by Bosch in connection with such Investigation. Partner may provide evidence that the allegations are not justified. Where Bosch is not permitted by law to investigate the matter, Bosch may terminate this Agreement forthwith. In the event that Partner violates the law and/or the above listed provisions during the term of this Agreement, and fails to provide evidence that the violation has been remedied and that appropriate precautions have been taken to avoid violations in future, Bosch reserves the right to terminate this Agreement. In case of severe violations, Bosch has the right to terminate this Agreement without notice. Where Bosch reasonably considers the results of the Investigation to provide evidence of a breach of the above listed provisions or the breach is incapable of remedy or has not been remedied without undue delay, Bosch has the right to terminate this Agreement forthwith.

5. Warranty Disclaimer. Bosch makes no warranties and specifically disclaims all warranties and conditions with respect to the partner program (including all information, tools, and other materials related to or provided under the partner program), either express or implied, including any implied warranty of merchantability, fitness for a particular purpose, or non-infringement, and any warranty arising by statute, operation of law, course of dealing or performance, or usage of trade. You understand that the partner program does not guarantee that you will make any sales or profits. All Bosch information is provided “as is”.

6. Indemnification. To the fullest extent permitted by law, you shall indemnify, defend, and hold harmless Bosch, Bosch Afﬁliates, and their respective successors and assigns from any claim, demand, cause of action, debt, or liability (including reasonable attorney and legal fees, expenses, and court costs) arising from your breach of this Agreement, negligence or willful misconduct.

7. Limitation of Liability. You acknowledge that your participation in the partner program is strictly voluntary and that your participation has not been required by Bosch as a condition of purchasing products or services from Bosch.

7.1 Bosch shall have no liability for any consequential, special, punitive, reliance, exemplary, incidental, or indirect loss or damages, for any loss of business, income, or profits, or for lost or corrupted data or software.

7.2 In no event shall Bosch and Bosch affiliates aggregate liability for claims arising from, out of or relating to the partner program.

7.3 These limitations of liability shall apply to all claims for damages, whether based in tort, contract, or other theories, and whether Bosch knew or should have known the possibility of such damages. Notwithstanding anything in this agreement, the remedies set forth herein shall apply even if such remedies fail their essential purpose.

8. Termination

8.1 Termination. You may withdraw from the Partner Program at any time by notifying Bosch in writing. Bosch may suspend or terminate your participation in the Partner Program, in whole or in part, without prior written notice: (a) for any breach of this Agreement or any other agreement related to your participation in the Partner Program, or (b) for any attempt to impair the integrity of the Partner Program as determined by Bosch. In addition, Bosch, in its sole discretion, may terminate the Agreement or Partner Program in whole or in part, for all participants, or for you alone, without cause, upon ten (10) days’ notice to the Partner Program Account Administrator or other contact provided by you in connection with your participation in the Partner Program.

8.2 Effect of Termination. Upon termination of the Agreement, the license and rights granted to you in this Agreement shall terminate completely and you shall cease to use Information, and shall promptly return to Bosch all tangible copies of the Information in your or your personnel’s possession at your own cost. Nothing in this Section 8 (Termination) shall limit Bosch’ rights to pursue other legal remedies, including immediate court or judicial relief. All provisions that by their nature are intended to survive the termination shall survive.

9. Governing Law, Venue and Arbitration.

9.1 Governing Law. The Agreement and all disputes between the Parties arising out of or related thereto shall be governed by Dutch law except for its choice of law rules; the United Nations Convention on the International Sale of Goods shall not apply.

9.2 Arbitration. Any disputes and differences of opinion that may arise in connection herewith must be settled by negotiation between the Parties. If the Parties fail to reach a mutual understanding in the course of negotiation, then the points at issue shall be referred to the Arbitration Court of the Netherlands. The term for complaint letter consideration is 10 (ten) working days.

10. Miscellaneous

10.1 Assignment. You may not assign or novate this Agreement or any of your rights under the Partner Program or Agreement, nor delegate any of your obligations, to any third party, voluntarily or involuntarily, whether by merger, consolidation, dissolution, operation of law or any other manner, without the express written consent of Bosch. Bosch may void any purported assignment, novation or delegation that violates the preceding sentence. To the extent Bosch consents to an assignment, novation or delegation, this Agreement (including rights and obligations) inures to the beneﬁt of and is binding upon your successors in interest by way of merger, acquisition, or otherwise, and your permitted assigns.

10.2 Independent Contractors. You and Bosch are independent contractors and shall have no authority to bind the other. Neither this Agreement nor your participation in the Partner Program shall be deemed to create a partnership, agency, joint venture, franchise, or other similar arrangement. Neither party will make any representations or warranties on the other party’s behalf. Neither party is or will claim to be a legal representative, franchisee, employee, agent, or representative of the other party.

10.3 Force Majeure. Bosch will not be liable for any delay or failure to perform its obligations during any period if performance is delayed or rendered impracticable or impossible due to circumstances beyond its reasonable control.

10.4 Modifications. Bosch reserves the right to modify the Partner Program, including, the eligibility requirements, Partner Program beneﬁts (including any discounts, incentives, and pricing), Partner Requirements and this Agreement (including all documents, terms and conditions referenced herein), at any time with a 30 day notice period. Your continued participation in the Partner Program will constitute your binding acceptance of the changes and your consideration supporting the modiﬁcations.

10.5 Severability. If any part of this Agreement is declared or found to be illegal, invalid or unenforceable, then that part will be stricken or modified to the extent necessary to make it legal, valid, and enforceable while preserving the parties’ original intent to the maximum extent possible. The remaining parts of this Agreement will remain in full force and will not be affected.

10.6 Waiver. Failure by Bosch to enforce any provision of this Agreement will not constitute a waiver of any future enforcement of that or any other provision of this Agreement. No waiver will be effective against Bosch unless in writing and signed by an authorized representative of Bosch.

10.7 References. You shall not directly or indirectly issue or release any written publicity, marketing collateral, press release or other public announcement, relating in any way to this Agreement or your participation in the Partner Program, or your relationship with Bosch, without the prior written approval of Bosch. For clarity, your use of Partner Program logo as permitted by and in compliance with the terms of Subsection 2.2.5 B (Partner Program logos) does not require prior written approval of Bosch.

10.8 Entire Agreement. This Agreement (including the General Terms and all documents, terms and conditions (as each may be modified) that are referenced herein) constitutes the entire agreement between Partner and Bosch regarding the Partner Program, including subprograms, rebates, incentives, and marketing programs. Partner expressly disclaims any reliance on statements or representations made by Bosch that are not embodied in this Agreement or on Bosch’ prior course of conduct.

10.9 Headings, Interpretation, and English Language. The section and subsection headings used herein are for convenience and reference only and are not to be considered in construing or interpreting this Agreement. All references herein to “Sections” and “Subsections” will be deemed references to sections of this Agreement. The words “include” and “including”, and other variations thereof, will not be deemed to be terms of limitation, but rather will be deemed to be followed by the words “without limitation”. The parties conﬁrm that it is their wish that this Agreement, as well as other documents relating to this Agreement, including all notices, have been and will be drawn up in the English language only.