KOMSA Samsung KNOX Reseller Agreement

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Samsung KNOX Reseller Agreement

1. Resellers shall sell and distribute Commercial Licenses according to this agreement and only within
the limitations set forth in the applicable EULA available from https: www.samsungknox.com/en/eula
and Resellers must ensure that each End User has to agree with the terms and conditions prior to any
use of the KNOX Solution and MDM Application by each End User.

2. For the purpose of activation, Samsung will collect from Reseller and End Users the Customer
(Customer” means the final purchaser or subscriber of the KNOX Solutions) Data. Reseller gives his
consent and shall ensure that the End User has given explicit consent in writing to the processing of
the Customer Data as set out in, and for the purposes of, this Agreement. Reseller acknowledges that
activations will be tracked by Samsung.

3. Notice Regarding Annual Subscription. Access and use of the KNOX Solution is based on an annual
subscription basis or other applicable method as agreed.

4. Joint Promotion. Company will work with Samsung on an annual public relations plan that will detail
target press announcements material to the contractual relationship and that may include the
announcement of any Customer wins for the Samsung business portfolio. Samsung will not reference
the Customer name on websites; press releases, marketing collateral and at public events unless
Samsung has the written agreement from the Customer to do so. Reseller has to ensure that the
Customer has given explicit consent in writing.

5. License to Trademarks.

5.1. Ownership of Samsung Marks. Samsung owns the Samsung Marks and Reseller will not acquire
any rights in the Samsung Marks by way of this Agreement. Reseller agrees and acknowledges
that (i) each of the Samsung Marks, whether or not registered, are the sole property of Samsung
or its licensor and (ii) Reseller’s reproduction of the Samsung Marks inures to the sole benefit of
Samsung.

5.2. Samsung Marks. Samsung grants to Reseller a limited non-exclusive, non-transferable license to
use the Samsung Marks in connection with the promotion, sales and distribution of the KNOX
Solution. Unless otherwise agreed to in writing by Samsung, Reseller shall sell the KNOX Solution
only under the Samsung Marks affixed thereon, and Reseller shall not have the right to remove,
conceal or alter the Samsung Marks or add any other trademark, copyright or patent notice, or
trade name thereto. At expiry or termination of this Agreement, Reseller shall immediately
discontinue any use of all Samsung Marks, as well as any other combination of words, designs,
trademarks or trade names that would indicate that Reseller is or was an authorized reseller of
the KNOX Solution. Reseller shall not use any Samsung Mark in a manner that could disparage,
diminish or tarnish Samsung’s image or the reputation of Samsung or its products. Otherwise,
Company may terminate this Agreement immediately. Upon Samsung’s reasonable request,
Samsung may verify Reseller´s compliance with this Section by conducting an audit.

6. Intellectual Property Rights. Rights to the KNOX Solution. Reseller acknowledges and agrees that
Samsung or its licensors owns, without limitation, all right, title and interest to all patent, copyright,
trademark, trade name, trade secret and other intellectual property rights relating to the design,
manufacture, operation or service of the KNOX Solution. Reseller shall not, by virtue of its purchase
of the KNOX Solution or otherwise, obtain any right, title or interest in or to such intellectual property
rights other than as expressly authorized in this Agreement and only for the specific purposes set
forth herein. Reseller shall promptly notify Samsung if it becomes aware of any infringement of
Samsung’s proprietary rights.

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7. No Purchase Order shall be binding upon Samsung until accepted in full by Samsung in writing (such
acceptance may be provided via email to Company). Samsung reserves the right, for any reason or for
no reason whatsoever, to reject, by action or inaction, any Purchase Order.

8. Compliance with Laws. Reseller shall comply at all times, at its own expense, with the provisions of all
applicable federal, state, county and local laws, ordinances, regulations and codes, including
procurement of any required permits or certificates. Reseller acknowledges that any products,
software or technical information disclosed under this Agreement are subject to U.S. and non-U.S.
export laws and regulations including the International Traffic in Arms Regulations (ITAR) and any use
or transfer thereof must be made in compliance with such regulations. Reseller shall not transfer,
directly nor indirectly, any product, technical data or software furnished under this Agreement to any
country without first obtaining all required licenses or other governmental approvals and otherwise
complying with all applicable export control laws. In the event Reseller becomes aware of any KNOX
Solution that (i) poses a health or safety issue, which could reasonably be considered to create a
substantial risk of injury to the public; or (ii) violates any applicable law, Reseller shall immediately
notify Company/Samsung in writing, which writing shall include all information known by Company in
respect of such issue or violation.

9. Confidentiality.

9.1. Confidential Information. Reseller shall keep in strict confidence and not disclose the terms and
conditions of this Agreement as well as all commercial and technical information acquired in
connection with the purpose hereof (hereinafter jointly referred to as “Confidential
Information”) to third parties and not to use the Confidential Information for any other purpose
other than the purpose of this Agreement. Reseller undertake that his employees and any other
persons authorized by them shall observe the same degree of confidentiality as he would himself
and shall implement necessary internal rules in order to ensure confidentiality. Upon termination
or expiration of this Agreement, the restriction of use and the obligation for the recipient to keep
the Confidential Information confidential shall survive such termination or expiration and
continue to be in full force and effect for a period of three (3) years. Confidential Information
does not include information which:

9.1.1. is already known to, or independently developed by, the Party to whom it is disclosed;

9.1.2. at the time of disclosure is published or becomes otherwise available to the general public as
part of the public domain through no act, failure or negligence of the recipient and without
any breach of this Agreement; and/or

9.1.3. is rightfully received from a third party without any obligation of confidentiality.

Notwithstanding the foregoing, Samsung always has the right to disclose Confidential Information
to any of its Affiliates subject to appropriate confidentiality measures being in place safeguarding
Company’s Confidential Information against disclosure to other third parties.

9.2. Mandatory Disclosure: If a receiving party (“Recipient”) becomes legally compelled to disclose
any of the Confidential Information of the disclosing party (“Discloser”), Recipient shall promptly
notify Discloser of such disclosing obligation before any disclosure is made so that Discloser may
seek a protective order or other appropriate remedy limiting the disclosure or the use of the
Confidential Information.

9.3. Notice of Violations. Reseller agrees to promptly notify Company/Samsung of any actual or
suspected infringement of some or all of the rights licensed or any unauthorized use or copying of
any KNOX Solution by any third party.

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9.4. Return of Confidential Information. Upon the written request of Discloser, all of the Discloser’s
Confidential Information in tangible form shall be, at Discloser’s sole discretion, either promptly
returned to Discloser or promptly destroyed by the Recipient. Notwithstanding anything to the
contrary contained herein, Recipient may retain an archival copy of all or any portion of
Discloser’s Confidential Information to the extent required by applicable law or regulation or for
the purpose of defending or prosecuting claims relating to this Agreement. The rights and
obligations of the Parties regarding the non-disclosure and use of Confidential Information
exchanged under this Agreement will survive any return, retention or destruction of any
Confidential Information.

10. Warranty; Limitation of Liability.

10.1. Warranties. Compny/Samsung will provide a warranty for the KNOX Solution in accordance
with the specifications in the applicable EULA. In case of defects of the KNOX Solution, Samsung
may at its own discretion either remedy the defect or make substitute delivery. In the event
Samsung is unable to remedy the defect or provide substitute delivery or such measures are
delayed for an unreasonable period of time due to reasons for which Samsung is not responsible,
or the effort to remedy the defect or provide substitute delivery fails for any other reason,
Reseller may at its own discretion rescind the respective Purchase Order or demand a reduction
of the Subscription Fee. Multiple substitute deliveries are allowed. Remedying the defect is
deemed to have failed after the second attempt failed. However, the right to claim rescission of
the respective Purchase Order is excluded for only minor breaches of contract, specifically in
case of insignificant defects. In case Reseller opts for rescission of the respective Purchase
Order after performance finally fails, Reseller is not entitled to any additional claims for damages
due to the lodging of complaint, except in case of intentional behavior or breach of an express
guarantee by Samsung. Any warranty claims shall become time-barred one (1) year after
delivery of the Commercial Licenses for the KNOX Solution.

10.2. Limitation of Liabilities. Nothing in this Agreement excludes the Parties liability to the other
Party for personal injury or death, fraud, intentional acts or gross negligence, a breach of major
contractual obligations, or any other matter which would be illegal to exclude liability for,
including but not limited to the German Product Liability Act. If a Party violates major
contractual obligations by slight negligence, that Party shall be liable only to the extent of the
contractually-typical and foreseeable damage; such breach of major contractual obligations shall
exist if the breach of obligations relates to an obligation the performance of which the other
Party relied upon and indeed was entitled to rely upon. All further liability is excluded. For
clarity, a Party shall not be liable to the other Party for any lost profits or any incidental, indirect
or consequential damages, including (without limitation) lost profits, Samsung shall not be liable
to Company for any unauthorized (1) use, (2) distribution (3) production of the (i) Commercial
Licenses, (ii) the KNOX Solution and (iii) the MDM Applications (iv), the Confidential Information
or (v) Samsung Marks.

11. End of Product Life.

11.1. Communication. In case Samsung, in its sole discretion, determines to cease the sales of the
Commercial Licenses, in part or in whole.

11.2. Notification to Customers. Upon receipt of a Termination Notice from Samsung, Company will
notify its Resellers of the details of such notice from Samsung and Samsung will inform any and
all Customers.

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11.3. End of Service. Samsung will continue to provide and Customer (who purchased the Commercial
License before the termination of this Agreement) shall be entitled to place Purchase Orders for
support services regarding the KNOX Solution for a period of eighteen (18) months after the
lapse of the Termination Notice period. Thereafter, Samsung shall not be responsible for any
and all support services regarding the KNOX Solution.

12. Indemnification for Third Party Claims.

12.1. Indemnification by Reseller. Reseller agrees to indemnify, defend and hold harmless Company/
Samsung and Samsung’s officers, directors, employees and agents from and against any and all
losses, costs, liabilities or expenses (including but not limited to reasonable attorneys’ fees)
arising, directly or indirectly, out of or in connection with (i) the willful or negligent acts or
omissions of Reseller or any of its subcontractors; or (ii) Reseller`s use of or combination of
Samsung Marks licensed to it under this Agreement in a manner that infringes upon any third
party’s intellectual property rights, to the extent that the infringement would not have arisen
absent such use or combination by Reseller, provided Reseller is promptly notified of such claim,
is given reasonable assistance from Samsung and is permitted the exclusive control of the
defense. Reseller shall have no liability for settlements or loss incurred without its consent.

12.2. Indemnification by Company. Compny shall indemnify, defend and hold Reseller harmless from
and against any and all losses, costs, liabilities or expenses (including but not limited to
reasonable attorneys’ fees) suffered by a third party arising from a third party claim that a KNOX
Solution infringes a patent, copyright or other intellectual property rights, provided that
Reseller (i) promptly notifies Reseller in writing of such claim; (ii) grants Samsung sole control
over the defense and settlement thereof; and (iii) cooperates with any request by Samsung for
assistance in defending such claim. Should any KNOX Solution become, or in Samsung’s opinion
be likely to become, the subject of such a claim, Samsung may, at its option and expense, use its
reasonable efforts to (A) procure for Reseller the right to make continued use thereof; (B)
replace or modify such KNOX Solution so that it becomes non-infringing; or (C) request return of
the KNOX Solution by Reseller and refund amounts Reseller paid Samsung under this
Agreement for the KNOX Solution which is the subject of the claim. Company/Samsung shall
have no liability under this Section for any alleged infringement based, in whole or in part, on (1)
any combination of the KNOX Solution with Reseller´s or third party products by Company; (2)
the use of the KNOX Solution by Reseller for a purpose or in a manner for which the KNOX
Solution was not designed; (3) any modification made to the KNOX Solution not made by
Samsung. THE FOREGOING CONSTITUTES SAMSUNG’S ENTIRE LIABILITY AND RESELLER´S
SOLE AND EXCLUSIVE REMEDY FOR ANY INFRINGEMENT CLAIM ARISING UNDER THIS
SECTION. Notwithstanding the limitation of liability in Clause 10., the indemnification obligation
of Samsung for infringement of intellectual property rights as per this Clause 12.2 will cover all
damages and payments awarded by court and Reseller’s direct damages, but not Company’s
indirect and consequential damages nor Reseller’s loss of profit.

13. Samsung is an intended third party beneficiary of this agreement with the right to enforce each
Reseller Agreement directly against each Reseller. Where the acts or omissions of a Reseller
constitute a breach of this Agreement, Samsung may require Company to terminate the involvement
of the specific Reseller involved.

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