Last Updated: Nov 2, 2023
These Verkada Retail Security Program Terms (“Agreement”), between Verkada Inc. (“Verkada”) and the company (“Company”) listed on the application form at https://www.verkada.com/upgrade-your-store-security-with-verkada/ (“Program Website”), governs Company’s participation in Verkada’s Retail Security Program (the “Program”). By submitting the application form on the Program Website, you represent and warrant that: (i) you have full legal authority to enter into this Agreement on behalf of Company; and (ii) you agree to the Agreement on behalf of Company. If you do not have legal authority to enter into this Agreement or do not agree to the terms of this Agreement, please do not submit the application form.
This Agreement is effective as of the date (“Effective Date”) Company submits the application form on the Program Website.
Eligibility; Approval Process.
To be considered for the Program, Company must, as of the Effective Date, meet all of the eligibility criteria listed on the Program Website.
Company must complete and submit an application form on the Program Website to be considered for the Program. Verkada will review Company’s submission and approve or reject Company for participation in the Program. Availability of Program Benefits (defined below) is limited, and meeting the eligibility criteria does not guarantee approval. Approval is solely in Verkada’s discretion.
Customer Testimonials. As a condition of participating in the Program, Company agrees to consider in good faith any request from Verkada to cooperate in the creation of promotional content (e.g., case studies, white papers, articles, tutorials, and videos) (“PR Content”) in connection with Company’s participation in the Program and/or Company’s use of Program Benefits. Verkada will separately obtain Company’s prior written consent for the creation and use of any PR Content.
Program Overview. Subject to the terms of this Agreement and upon approval of Company by Verkada for participation in the Program, Company may receive access to certain benefits as described on the Program Website (“Program Benefits”). Company’s access to and use of such Program Benefits are subject to this Agreement and any separate terms that may apply to the particular Program Benefit. Where the Program Website does not specify a fixed quantity or cap in value of a particular Program Benefit to be provided (or specifies a range), Verkada may in its sole discretion determine the quantity of items or cap in value of Program Benefits to be provided to Company. Company’s use of Program Benefits that are Products (as that term is defined in the Verkada End User Agreement at https://www.verkada.com/support/end-user-agreement/ or other negotiated agreement between Verkada and Company (such agreement, the “EUA”)) is subject to the EUA. Company will be responsible for all fees or charges for Products not covered by, or in excess of, the Program Benefits. Verkada makes no commitment on the pricing of transactions between Company and Verkada for Products or items not included as Program Benefits, or after the Program Benefits are exhausted or expire.
Updates. Verkada may at any time and in its discretion: (i) modify or update the terms of the Program, this Agreement, and/or the Program Benefits, and will make such modifications or updates available in writing on the Program Website or use other reasonable means to communicate the changes to Company, or (ii) terminate the Program or Company’s participation in the Program.
Conditions; Compliance with Law. Program Benefits may not be transferred, sold, shared, sublicensed, assigned, lent, or bartered. Program Benefits that are not monetary payments are not refundable or exchangeable for cash or any substitute item. The Program Benefits are void if Verkada in its discretion determines there is abuse or fraud (including, for example, where Company provides false information in connection with Company’s submission, impersonates another organization, or creates multiple submissions to obtain Program Benefits), misuse, or violation of any terms applicable to Company’s use of the Program Benefits or the Products. Program Benefit(s) that is/are void will be cancelled/revoked and, in addition to any other rights or remedies available to Verkada, Verkada may invoice Company for Product fees incurred (based on then-current list price) as if the Program Benefit(s) were not provided. Verkada may establish processes and procedures that Company must follow to claim or use particular Program Benefits (e.g., Company must produce substantiating documentation that it has incurred the applicable expenses or costs to obtain any reimbursement benefit). Verkada does not make this offer to any person prohibited from receiving the applicable Program Benefits under applicable law, regulation, or organizational policy. By submitting the application form on the Program Website and/or accepting any Program Benefits related to this Program, Company represents and warrants that it is allowed to do so under applicable laws and regulations. In its sole discretion, Verkada may require that Company certify and sign a statement affirming that it is allowed to receive the applicable Program Benefits under applicable laws and regulations, before providing them to Company. Company must comply with all applicable export laws and regulations that apply to the Program Benefits, including U.S. export control laws, which include (a) restrictions on destinations, end users, and end use, and (b) all applicable laws against fraud, bribery, corruption, inaccurate books and records, inadequate internal controls, money-laundering, and illegal software, including the U.S. Foreign Corrupt Practices Act.
Term; Termination. This Agreement will begin on the Effective Date and will continue until the Program Benefits are exhausted, canceled, or expired, unless terminated earlier pursuant to this section (such duration, the “Term”). Either party may terminate this Agreement at any time, without cause by providing written notice to the other party. Verkada may terminate this Agreement, Company’s participation in the Program and/or access to Program Benefits, with or without notice to Company, in the event of a material violation of the Agreement or the EUA. In all events of termination, Company’s access to Program Benefits will end. Company agrees to immediately stop using Program Benefits, unless Verkada in its sole discretion permits Company’s continued use of the Program Benefits.
Confidentiality. Company may not disclose the terms, conditions or existence of any non-public aspect of the Program to any third party, except to its professional advisors under a strict duty of confidentiality or as necessary to comply with law.
Personal Information. Personal information collected through this Program will be used in accordance with Verkada’s Privacy Policy (https://www.verkada.com/privacy/privacy-policy). Verkada may use the collected personal information for Program administration and communications, sales and marketing outreach, and other purposes consistent with Verkada’s Privacy Policy.
Disclaimers; Limitation of Liability. EACH PARTY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION FOR NON-INFRINGEMENT, SATISFACTORY QUALITY, MERCHANT-ABILITY, SATISFACTORY QUALITY, AND FITNESS FOR ANY PURPOSE. TO THE FULLEST EXTENT PERMITTED BY LAW, THE PROGRAM IS PROVIDED "AS IS" AND AT COMPANY’S OPTION AND RISK AND VERKADA DOES NOT GUARANTEE ANY RESULTS. EXCEPT FOR SECTION 10 (INDEMNIFICATION), TO THE FULL EXTENT PERMITTED BY LAW REGARDLESS OF THE THEORY OR TYPE OF CLAIM: (A) NO PARTY MAY BE HELD LIABLE UNDER THIS AGREEMENT OR ARISING OUT OF PERFORMANCE OF THIS AGREEMENT FOR ANY DAMAGES OTHER THAN DIRECT DAMAGES, EVEN IF THE PARTY IS AWARE OR SHOULD KNOW THAT SUCH DAMAGES ARE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY, AND (B) VERKADA’S LIABILITY FROM CLAIMS RELATED TO THIS AGREEMENT IS LIMITED TO DIRECT DAMAGES FINALLY AWARDED UP TO US$5.00.
Indemnification. Company will defend and indemnify Verkada, its affiliates, directors, officers and employees against all liabilities, damages, losses, costs, fees (including legal fees), and expenses relating to any allegation or third-party legal proceeding to the extent arising out of Company’s participation in the Program.
Governing Law. All claims arising out or relating to this Agreement (including any dispute regarding the interpretation or performance of the Agreement) ("dispute") will be governed by the laws of the State of California, USA, excluding all conflicts of laws rules. If any disputes arise, the parties will first attempt to resolve the dispute informally via good faith negotiation. If the dispute has not been resolved after 30 days, the parties will resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief) by binding arbitration before a single arbitrator administered by JAMS, its successors and assigns, in San Mateo County, California, unless otherwise agreed by the parties in writing, and pursuant to its arbitration rules. Each party will be responsible for paying any arbitration fees in accordance with the foregoing rules, and the award rendered by the arbitrator may include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall be deemed to prevent either party from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of its data security, intellectual property rights or other proprietary rights.
Miscellaneous. Any notice provided by one party to the other under this Agreement will be in writing and sent either (i) by overnight courier or certified mail (receipt requested), in the case of Company to Company’s address on record in Verkada’s account information and in the case of Verkada, to 406 E. 3rd Ave., San Mateo, CA 94401, or (ii) by electronic mail to Company’s email address on record in Verkada’s account information or to Verkada at [email protected]. Company will not assign or otherwise transfer its rights or delegate its obligations under the Agreement, in whole or in part, and any attempt to do so will be null and void. The Agreement is not intended to benefit, nor shall it be deemed to give rise to, any rights in any third party. The parties are independent contractors and the Agreement does not create any agency, partnership, or joint venture. No party is liable for inadequate performance to the extent caused by a condition that was beyond its reasonable control. Failure to enforce any provision will not constitute a waiver. If any provision is found unenforceable, the balance of the provisions will remain in full force and effect. In the event of any termination or expiration of the Agreement, Sections 2, 6, 7, 8, 9, 10, 11, and 12 will survive. This Agreement is the parties’ entire agreement relating to its subject and supersedes any prior or contemporaneous agreements on that subject. Any amendments must be in writing and executed by both parties (electronic form acceptable).