Terms and Conditions

CHANNEL PARTNER AGREEMENT

This Channel Partner Agreement (the “Agreement”), effective on the date set forth below, is by and between Turing AI, with offices at 1730 S El Camino Real #350, San Mateo, CA 94402 (“Company”), and the entity assenting to these terms by either: written agreement, clicking “I AGREE” or placing an order for Products (“Partner”).

RECITALS

Company provides solutions incorporating hardware, software, and services to monitor and secure workplaces (“Products”)

Partner wishes to buy Products from Company through third party Distributors for further resale to end users

Agreement

The parties agree as follows:

• ELIGIBILITYNotwithstanding any agreement between Partner and a Distributor, Partner’s eligibility for marketing and reselling Products is subject to the terms of this Agreement, and Company’s discretion. Company may, at its discretion, reject an order placed by Distributor for Partner. Company and its Distributors shall have no liability to Partner for rejected orders. Company may resolve channel conflicts in its sole discretion.
• PURCHASESPartner may only purchase Products through a Distributor. “Distributor” means a third-party channel supplier that Company has authorized to distribute the Products.
• PARTNER PORTALShould Company establish a Partner Portal and provide Partner access to it, Company grants Partner a limited, non-exclusive, nontransferable, non-sublicensable right and license, while this Agreement is in effect, to use the Partner Portal and the information within it solely in accordance with this Section 3 (Service Provider Portal Access) and Section 5 (Confidentiality). All information within the Partner Portal shall, as between the parties, be the sole property of Company. Partner shall use such information only for the purpose of marketing and delivery of Products. Partner is solely responsible for ensuring that only its authorized employees have access to the Partner Portal. Partner shall be solely responsible for any unauthorized access by personnel formerly associated with Partner. “Partner Portal” means Company’s website that may include Products information, Distributor lists, incentives, training information, and marketing collateral. Any discounts or other monetary incentives listed provided on the Partner Portal are notional and shall not bind Company, as any such benefits must be agreed upon by and obtained from the applicable Distributor. Partner shall comply with all terms and requirements provided within the Partner Portal.
• TRAININGPartner shall review all training and Products information provided to it by Company such that it is able to competently market the Products.
• CONFIDENTIALITY
  • 5.1. Partner may have access to or be exposed to information or other materials, data or information that is not generally known to the public, whether such information is in written, oral, electronic, web site-based, or other forms (collectively, “Confidential Information”). Partner will keep all Confidential Information strictly confidential for a period of five (5) years (and indefinitely with respect to personal information and trade secrets of Company) after the termination of this Agreement, using at least the same degree of care as Partner uses to protect its own confidential information, but no less than reasonable care. Partner may share Confidential Information with only its employees who have a need to know and who are subject to legally binding obligations of confidentiality no less restrictive than those imposed by this Agreement. These confidentiality obligations do not apply to any Confidential Information that (a) Partner can demonstrate was in your possession, without obligation of confidentiality, before Partner received it from Company; (b) is or becomes publicly available through no fault by Partner; or (c) You rightfully received from a third party without a duty of confidentiality. If Partner is required by a government body or court of law to disclose any Confidential Information, Partner agrees to give Company reasonable advance notice and assistance so that Company may contest the disclosure or seek a protective order.
  • 5.2. Personal Information. Partner represents that it has permission from all of the applicable individuals to use and disclose Personal Information for the purposes of this Agreement, and Partner hereby grants Company permission to use and disclose such Personal Information for the purposes of this Agreement and providing the Products. As used in this Agreement, the term “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, including but not limited to your customers’ and employees’ names and contact information.
  • 5.3. Company will use the information provided by You in accordance with its privacy policy located at https://turing.ai/legal/privacy-policy.
• DEAL REGISTRATIONPartner through the Partner Portal, shall register opportunities for sales of Products with Company. Registration may enable Partner to obtain incentives it would not otherwise be eligible for.
• PARTNER CONDUCTWhen performing under this Agreement and offering Products in the market, Partner will 1) not engage in any deceptive, misleading, illegal, or unethical practices; 2) not make any representations or warranties concerning the Products, except as provided by Company in writing and applicable to the Products; 3) comply with all applicable federal, state, and local laws and regulations.
• USE OF MARKSCompany Marks are and shall remain Company’s property. “Company Marks” means all names, trademarks, service marks, logos, designs, internet domains, and other symbols associated with Company or its products and services. Partner may use the Company Marks solely for the purpose of marketing the Products. Partner shall not use the Company Marks in connection with any activity that is unlawful, libelous, defamatory, obscene, disparages Company’s products or services, or that in any way infringes the intellectual property or other rights of any person or entity. Additionally, Partner may not register or use any domain name or business name containing or confusingly similar to any Company Marks. Company may use and Partner consents to the listing of Partner’s business name and information in Company’s advertising and promotional materials and Company’s websites.
• WARRANTY DISCLAIMER
  • 9.1. COMPANY MAKES NO WARRANTIES AND SPECIFICALLY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE PARTNER PORTAL AND ANY INFORMATION PROVIDED UNDER THIS AGREEMENT, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. YOU UNDERSTAND THAT THIS AGREEMENT NOR ANY INFORMATION PROVIDED TO YOU DOES NOT GUARANTEE THAT YOU WILL MAKE ANY SALES OR PROFITS. ALL COMPANY INFORMATION IS PROVIDED “AS IS”.
  • 9.2. Warranties for Products are applicable to end users only, and do not apply to Partner. Such warranties are either included on the Products or provided on Company’s website. THERE ARE NO OTHER EXPRESS OR IMPLIED WARRANTIES, PARTNER WAIVES ALL OTHER IMPLIED WARRANTIES INCLUDING BUT NOT LIMITED TO THE WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE ND THE IMPLIED WARRANTY OF MERCHANTABILITY. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY COMPANY, ITS AGENTS OR EMPLOYEES SHALL IN ANY WAY INCREASE THE SCOPE OF THESE WARRANTIES.
• INDEMNIFICATIONTo the fullest extent permitted by law, Partner shall indemnify, defend, and hold harmless Company and its affiliates, and their respective successors and assigns from any claim, demand, cause of action, debt, or liability (including reasonable attorney or legal fees, expenses, and court costs) arising from your breach of Sections 5 and 7 above.
• LIMITATION OF LIABILITY
  • 11.1. Disclaimer of Liability. IN NO EVENT SHALL EITHER PARTY OR COMPANY’S SUPPLIERS BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, OR INDIRECT DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF DATA, OR LOST REVENUE, ARISING OUT OF OR RELATING TO THIS AGREEMENT EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR THE REMEDIES SET FORTH HEREIN FAIL OF THEIR ESSENTIAL PURPOSE. THESE LIMITATIONS APPLY TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION AND OTHER TORTS.
  • 11.2. Limitation of Liability. COMPANY’S TOTAL CUMULATIVE LIABILITY TO PARTNER SHALL IN NO CIRCUMSTANCES EXCEED $500.00. THESE LIMITATIONS APPLY TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION AND OTHER TORTS.
• TERMINATIONEither party may terminate this Agreement, with or without cause, upon ten (10) days’ written notice. Upon termination of the Agreement: the license and rights granted to Partner hereunder shall terminate completely, Partner may not place any new orders for Products, Company may reject any orders not yet delivered, and Partner shall cease to use of all information provided by Company. However, Partner may continue to market and resell any remaining inventory in its possession that was obtained prior to termination. Sections 9, 10, 11 and 13 shall survive termination. In addition, all of Company’s rights, and Partner’s obligations under this agreement shall survive termination.
• GENERAL
  • 13.1. Dispute Resolution. Any controversy or claim arising out of or relating to this Agreement shall be determined by a single arbitrator through binding arbitration in San Jose, California through JAMS under its expedited rules. The prevailing party in an action arising out of or relating to this Agreement shall be entitled to its reasonable attorneys’ fees and costs incurred in bringing such claim. The arbitration award may be confirmed in any court of competent jurisdiction and Partner agrees that such an award will be binding and enforceable in the Territory.
  • 13.2. Governing Law. Any action arising from or related to this Agreement will be governed by California Law.
  • 13.3. Assignment. Company may freely assign this Agreement. Partner must obtain Company’s written consent for an assignment, except that it may assign by way of merger or sale of all or substantially all its assets with no less than 15 days’ notice to Company.
  • 13.4. Notices. Any notices required or permitted to be given to either party hereunder shall be deemed properly given when delivered by mail, fax, email, hand delivery or overnight courier and directed to such party at the location where they do business as specified on their website, or any address for that party’s agent listed on the applicable secretary of state’s website.
  • 13.5. Relationship of the Parties. The parties understand and agree that their relationship hereunder is one of contract, and that they are not and shall not be construed as partners, joint ventures, or agent and principal. In no event shall either party be authorized to act for or on behalf of the other party.
  • 13.6. Record Keeping. Partner shall keep adequate books and records detailing its sales of Products including the end users to whom the Products were resold. Partner shall keep these records for a period of five (5) years after the termination of this Agreement.
  • 13.7. Audits. Company may audit the books and records of Partner to verify the nature of the sales and end users.
  • 13.8. Amendment. This Agreement, and any information provided by Company may be amended at any time without prior notice. Partner acknowledges and agrees that is it responsible for ensuring it keeps up to date with any changes provided by Company. Partner’s continued marketing and resale of Products shall constitute binding acceptance of any changes to this Agreement and/or information provided under it.
  • 13.9. Entire Agreement. This Agreement is the parties’ entire agreement relating to the subject matter hereof. Between the parties, this Agreement supersedes all prior or contemporaneous oral or written communications, proposals, conditions, representations, and warranties and prevails over any conflicting or additional terms of any quote, order, acknowledgement, or other communication relating to its subject matter during the term of this Agreement.