By clicking the “I Agree” button you agree that you have read and understand this Agreement and you accept and agree to be bound by the following terms and conditions.You represent to us that you are lawfully able to enter into contracts and if you are entering into this Reseller Agreement for an entity, such as the company you work for, you represent to us that you have legal authority to bind that entity.
TASER International, Inc. (TASER, we, us, or our) and you or the entity you represent (Reseller, you or your) agree to all terms of the Agreement effective on the date you first agreed to this Reseller Agreement or first placed an order with us as a Reseller, whichever is earlier (Effective Date).
1.1 Subject to the terms and conditions this Reseller Agreement (Agreement), we appoint you as a nonexclusive independent reseller for sales to consumers in the United States of the TASER branded line of consumer products and accessories (Products). We reserve the right to change or discontinue any of the Products at any time.
1.2 We reserve the right to sell directly to any distributor, reseller, or customer at any time and to appoint additional distributors, resellers, or agents at any time.
1.3 You are an independent purchaser and reseller of the Products. You are not an agent, employee, partner, franchisee, or legal representative of TASER for any purpose. You are not authorized by anything contained in the Agreement, to enter into any contract or to make any agreement or commitment, expressed or implied, with third parties that binds or obligates us. You are responsible for all of your own expenses and employees.
2. YOUR GENERAL DUTIES AND WARRANTIES.
2.1 You represent, warrant, and covenant to us that you, including any employee, agent, officer, director or owner, will:
2.1.1 Comply with all laws and legal obligations for the sale, delivery, and marketing of the Products;
2.1.2 Obtain, at your own expense, any necessary licenses or registrations for the sale of the Products;
2.1.3 Use your best efforts to market and sell Products at its own risk and its own expense, including marketing the Products on Reseller’s website(s);
2.1.4 Participate in and comply with all of our sales programs, pricing policies, reporting programs, customer service programs, and maintenance programs;
2.1.5 Record and track shipments and sales of the Products and provide that information to us, law enforcement, and regulatory agencies upon request; and
2.1.6 Protect our goodwill by: (a) conducting business in a manner that reflects favorably at all times on the Products and our reputation; (b) avoiding deceptive, misleading, or unethical practices detrimental to us, the Products, or the public; (c) making no false or misleading representations regarding us or the Products; (d) refraining from publishing or employing any misleading or deceptive Marketing and Sales Materials; and (e) complying with our Trademark Usage Guidelines.
2.2 You represent, warrant, and covenant to us that you, including your employees, agents, officers, directors or owners, will not:
2.2.1 Disparage the Products, our business or reputation by making false or misleading statements to another person or entity;
2.2.2 Sell or ship the Products to any person or entity outside of the United States;
2.2.3 Provide, without first obtaining our express written permission or entering into a training license with us, any instructor or end user training classes concerning the Products to any customer; or
2.2.4 Directly or indirectly cause any proprietary rights that we or our affiliates claim in the Products to be violated.
3. SERVICING OF PRODUCTS. All requests for warranty repair work must be made directly to us. You must: (a) not attempt to service or repair Products yourself; and (b) promptly deliver to us copies of any customer complaint related to the Products.
4. PRICE AND PAYMENT TERMS.
4.1 The advertising of the Products at or above the Suggested Retail Price (SRP) is a condition to be an authorized reseller. The SRPs for the Products are listed on the current reseller price list. You may participate in any authorized sale incentives. Noncompliance with the Minimum Advertised Price Program may result in the loss of your reseller rights.
4.2 The Products will be supplied to you at the prices set forth in reseller price list effective at the time each purchase is made by you from us. Prices are not necessarily valid for future sales. We are not responsible for pricing, typographical, or other errors in any offer or price list and reserves the right to cancel any orders resulting from such errors.
4.3 Prices are net, i.e. exclusive of taxes, nonstandard packaging, the costs of packaging, loading, transport, unloading, insurance, installation, assembly, and/or other services.
4.4 All payments must be made in U.S. Dollars and be made in advance of shipment. Past due accounts will be subject to the maximum legal rate of interest or 1.5% per month, whichever is less. If a delinquent account is sent to collections, you are responsible for all collection and attorney fees. If your account becomes past due or we have reasonable grounds to believe that you will fail to comply with the payment terms then we may, at our sole option, refuse shipments until the account is paid in full, postpone, or to refuse delivery of an order.
5. ORDERING AND TERMS OF SALE.
5.1 Our acceptance of any order from you is expressly limited to the terms and conditions in this Agreement and any different or additional terms set forth by you, whether in your order or other communication, are expressly objected to and are not binding on us. In the event of a conflict between the prices, terms and conditions of an order and this Agreement, this Agreement will control.
5.2 Orders from you are binding commitments.
5.3 We may accept or reject any order from you, in whole or in part, in our sole discretion. We will inform you of any rejection of an order, in whole or in part, within a reasonable time after the rejection.
5.4 All sales to you are final and no refunds are allowed.
6.1 In the event of interruption of any delivery due to causes beyond our reasonable control, including but not limited to force majeure, fire, labor disturbances, riots, accidents, or inability to obtain necessary materials or components, we have the right, in its sole discretion and upon oral or written notice to you, to delay or terminate the delivery.
6.2 WE HAVE NO LIABILITY OR RESPONSIBILITY TO YOU OR ANYONE CLAIMING THROUGH YOU FOR ANY LOSS OR DAMAGE (INCLUDING, GENERAL, DIRECT, INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL AND CONSEQUENTIAL DAMAGES) ARISING OUT OF ANY FAILURE OR DELAY IN DELIVERY, LATE DELIVERY, OR PARTIAL DELIVERY OF ANY ORDER.
6.3 We reserve the right to deliver all or a portion of any order, including partial orders. We are permitted to deliver as and when Products are or become available.
6.4 All orders are shipped E.X.W. via common carrier, unless otherwise specified, and title and risk of loss pass to you upon delivery to the common carrier by us. You are responsible for providing, upon our request and prior to shipment, proof of insurance for goods in transit.
7. EXPORT OUTSIDE OF THE UNITED STATES Shipping some of the conducted electrical weapons (CEW) Products out of the U.S. is restricted by U.S. federal law and neither the Product nor its technology can be exported out of the U.S. without a validated export license issued by the Department of Commerce. You will not sell, bid or export controlled products or their technology out of the United States.
8. PRODUCT WARRANTY. Products are sold subject only to our standard warranty in effect at the time of sale and that warranty is in lieu of all other warranties express or implied. The current Product warranty provisions available at www.TASER.com. You are not authorized to assume, on our behalf, any liabilities in connection with your sale of Product other than as set forth in our standard warranty. WE MAKE NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
9. MARKETING RIGHTS.
9.1 We grant you the limited right and license in the United States to advertise, market, and otherwise promote the sale of the Products during the Term and subject to the trademark and copyright licenses in this Agreement. All Marketing and Sales Materials not supplied by us require our prior written authorization and approval.
9.2 The limited right and license granted in Section does not include the right to reprocess or reverse engineer the Products or alter any software, mechanism, or mechanics of the Products. You may not: (a) remove or alter any labels, notices, serial numbers, trademarks, or other markings appearing on the Products, packaging, media, or written materials included with the Products; or (b) pass off or label the Products as being manufactured by anyone other than us.
9.3 We agree to provide you with copies of promotional and advertising materials, written in English and used by us in connection with the sale of the Products. You may download information and data from our branding website (www.taserbranding.com) subject to registration and to the user license agreement on that website. We will also provide available non-proprietary information on the Products and their manufacture which may be necessary or reasonably requested by you to assist it in the marketing and sale of the Products.
9.4 You grant us a nonexclusive, perpetual and royalty-free license to use your Marketing and Sales Materials. You warrant that you own all right and title to your Marketing and Sales Materials, with the exception of content provided by us, and that your Marketing and Sales Materials do not constitute any infringement to any third party’s intellectual property.
9.5 You grant us a nonexclusive and royalty-free license during the Term of this Agreement to use your logos and trademarks in reference to describing your reseller status with us. You warrant that you own all right and title to your logos and trademarks and that your logos and trademarks do not constitute any infringement to any third party’s intellectual property.
10. TASER TRADEMARKS.
10.1 We grant you a nonexclusive, non-assignable, royalty-free license to use the TASER Trademarks in your Marketing and Sales Materials within the United States during the Term of this Agreement. Licensed use is subject to our quality control requirements on use of TASER Trademarks. Upon termination of this Agreement by either party for any reason, you must immediately remove all TASER Trademarks and trade names from your Marketing and Sales Materials and cease and desist from any further use of any TASER Trademark or trade name. Your use of all TASER Trademarks must comply with the Trademark Guidelines (see http://www.taser.com/trademark-notice). We reserve the right to modify and change the terms of the Trademark Guidelines at any time and in our sole discretion. Our failure to respond to your request for approval will not waive our right to object to any use of a TASER Trademark or trade name that does not comply with the Trademark Guidelines.
10.2 We represent and warrant that we are the licensee or owner of all patents, trademarks and copyrights under which the Products are marketed in the United States and that using them in the United States does not constitute any infringement to any third party’s intellectual property.
10.3 No ownership or authorization to register TASER’s Trademarks or trade names as belonging to you is implied or granted by this Agreement. You agree, at no additional expense to us, to sign within 3 business days any document required by us to transfer ownership to us or our designee and/or that would assist in perfecting all rights in TASER to ownership of trade names, trademarks, domain names, and any other identifier whose value derives from the good will in TASER. Furthermore, you acknowledge the value of the goodwill associated with the TASER Trademarks and trade names and agree that any goodwill from your use of the TASER Trademarks and trade names exclusively inures to the benefit of and belongs to us.
10.4 You must not:
10.4.1 use any TASER Trademark as part of your company or business name;
10.4.2 use any TASER Trademark or trade name in connection with the manufacture or marketing of any products other than the Products;
10.4.3 register any compound trademark that includes the TASER Trademark in conjunction with your company name or any other word or phrase;
10.4.4 use any trademark or trade name that is similar in identity to a TASER Trademark or trade name including but not limited to “tazer” and the like;
10.4.5 register any trademark or trade name that is identical to or that is similar in appearance, sound, or meaning to a TASER Trademark or trade name including but not limited to “tazer” or the like;
10.4.6 use any TASER Trademark in your URL(s) or website domain name(s);
10.4.7 use any trademark or trade name that is similar in identity to a TASER Trademark in your URL or website domain including but not limited to “tazer” or the like;
10.4.8 use any TASER Trademark in connection with any business activity or product unrelated to a Product without prior written permission from us (e.g., the Products cannot be categorized as “stun guns” or listed on a product page with stun guns);
10.4.9 use descriptive names or phrases in Product descriptions that are conflicting to those used by us in our marketing materials (a list of the required descriptive phrases that must be used with each TASER Trademark when describing Products is located at http://www.taser.com/trademark-notice);
10.4.10 use or register any trademark to use as a replacement or substitute mark on a Product that is made by us; and
10.4.11 license to others to use any of the TASER Trademarks in any capacity, including as part of a sponsorship agreement, without our prior written approval.
11. WEBSITES, DOMAIN NAMES AND SOCIAL MEDIA OUTLETS.
11.1 Your website content relating to the Products is subject to our approval in advance. If we object to any website content or appearance that in our sole opinion detracts from our brand or Product, then you must remove any offending content within 3 business days of written notice from us.
11.2 You may hot link to a TASER Official Website (e.g., www.TASER.com). You may not copy from our Official Website and may not utilize web links to other websites that violate the Trademark Guidelines.
11.3 TASER Trademarks cannot be used on a page where other products not sold by us are also featured unless the Products that are displayed with a TASER Trademark are clearly separated on the page from products that are not sold by us.
11.4 On each website page on which a TASER Trademark appears, you must place an appropriate rights acknowledgement statement designating us as the trademark owner.
11.5 You may create your own user accounts and profiles on Social Media Platforms including, but not limited to, Facebook, Twitter, and YouTube to promote the Products. Each account, profile, and/or page created by you on any Social Media Platform must conform to the same guidelines concerning the use of TASER Trademarks and copyrighted materials as are applied to your Marketing and Sales Materials. You may not use any TASER Trademark or any confusingly similar derivative of a TASER Trademark including “TASER of [state]” as the title of any of your Social Media Platforms without our prior written permission.
11.6 We recognize that Social Media Platforms may contain a variety of user generated content. You are responsible for affirmatively monitoring user generated content on your Social Media Platforms.
11.7 You must abide by acceptable standards for search engine optimization when developing your website(s) and Social Media Platforms. You must not use black-hat optimization methods including, but not limited to, keyword stuffing or use of invisible text on websites, inappropriate use of outbound links to pages unrelated to the Products, or improper use of blogs and customer testimonials to drive users to your website(s) or Social Media Platforms.
11.8 Upon our request you agree to provide a list of all the domain names that you own or use for the promotion or sale of the Products.
12. TASER COPYRIGHTS. We grant you a nonexclusive, non-assignable, royalty-free license to use our copyrighted materials in your own written Marketing and Sales Materials within the United States during the Term of this Agreement. Licensed use includes making and distributing copies, but does not include making Derivative Works. You may not use any of our copyrighted materials from an Official Website or our audio or visual materials without our prior written permission. You may download photographs, information, and data from our branding website (www.taserbranding.com) for use in your own written Marketing and Sales Materials subject to registration and to the user license agreement on that website.
13. INSURANCE. During the Term of this Agreement, we will: (a) name you as an additional insured under our General Liability, Products Liability, Excess Liability and Professional Liability Insurance Policies, subject to the terms of these insurance policies; and (c) provide you with an additional insured certificate.
14.1 Indemnification by Reseller.
14.1.1 You will indemnify, defend and hold us, our affiliates, and our officers, directors, employees, agents, and shareholders, and our assigns, heirs, legal representatives and successors (collectively the TASER Group) harmless from and against any and all costs, losses, liabilities, damages, lawsuits, judgments, claims, actions, penalties, fines and expenses (including, without limitation, interest, penalties, reasonable attorney fees and all monies paid in the investigation, defense or settlement of any or all of the foregoing) (Claims) arising out of, or incurred in connection with: (a) the breach or default of any of your representations, warranties, covenants, duties or obligations under this Agreement; (b) any negligence, misrepresentation, other tort, or breach of contract (including breach of warranty) or statutory duty by, you or any of your agents or resellers; (c) your failure to comply with, or any violation of, this Agreement or any applicable law, statute, ordinance, governmental administrative order, rule or regulation, including without limitation the violation of any country’s import or export laws or regulations; (d) any representation you make beyond those in our standard warranty; (e) your terminating or cancelling agreements with our competitors in order to become an authorized reseller for us; and (f) claims of any of your employees or agents for compensation and/or damages arising out of the termination of this Agreement for any reason whatsoever.
14.1.2 In the event the TASER Group is entitled to indemnification under this Section, the TASER Group is entitled to representation by counsel of its own choosing, at your sole cost and expense. The TASER Group has the right to conduct and control all negotiations, litigation and other proceedings arising from any such Claim; provided, (a) that the TASER Group will not be authorized to settle any such Claims in a manner that obligates you to pay money or otherwise contribute to the settlement without your prior written consent, and (b) upon your request, the TASER Group will inform you with respect to the status of any Claim.
14.2 Indemnification by TASER. We will defend, indemnify, and hold harmless you and your officers, directors, shareholders, employees, agents, successors, assigns, and affiliated business entities, (collectively the Reseller Group), from any and all claims, actions, lawsuits, judgments, losses, liabilities, demands of litigation, costs and expenses, based on: (1) a defect in the manufacture or design of any Product existing when the Product shipped from our warehouse, the Product materials, or training provided directly by a TASER employee; (2) our negligence or intentional tort or breach of contract or statutory duty; or (3) any claim that any Product, TASER Trademark or our copyrighted materials infringe a U.S. patent, trademark, copyright, or other intellectual property right. This obligation to indemnify, defend, and hold harmless does not apply to any claim, damages, liability, or litigation based on: (a) misuse or alteration of the Product; (b) improper or illegal use of the Product by the user; (c) your failure to market the Products in accordance with this Agreement and the Trademark Guidelines; or (d) any negligence, willful misconduct, or intentional tort by the Reseller Group, customer, or user of the Product. As a condition precedent to indemnification under this Agreement, not later than 30 days after receipt by Reseller Group of notice of any claim or the commencement of any litigation, Reseller Group must notify us in writing of the claim or litigation. With respect to any such claim or litigation as to which Reseller Group notifies us:
14.2.1 We will assume the defense of any such claim or litigation with in-house counsel and/or legal counsel selected by us. In the event that we are also named as a party in any litigation, we will use the same legal counsel to represent both us and Reseller Group provided that there is no conflict of interest between us and Reseller Group in the litigation. In the event that there reasonably exists a conflict of interest between Reseller Group and us in the litigation, we will retain separate legal counsel selected by us and reasonably satisfactory to Reseller Group to defend Reseller Group and we will pay all attorneys’ fees and expenses for the separate legal counsel. Reseller Group will have the right to retain additional legal counsel, including the use of Reseller Group’s in-house legal counsel in any litigation, but we are not liable to Reseller Group under this Agreement for the fees and expenses of the additional legal counsel.
14.2.2 We have the right to settle any claim or litigation filed against Reseller Group for which there is indemnification under this Agreement and for which we are obligated to defend and we will pay all costs of the settlement, except that we will not settle any action or claim in any manner that would impose any cost, penalty, limitation, disqualification, or disenfranchisement on Reseller Group without Reseller Group’s written consent.
14.2.3 In the event of any payment by us under this Agreement, we will be subrogated to the extent of such payment to all of the rights of recovery of Reseller Group. Reseller Group agrees to execute all documents required and will do all acts that may be necessary to secure such rights and to enable us to effectively bring suit to enforce such rights.
15. CONFIDENTIALITY AND COVENANT NOT TO COMPETE.
15.1 In the course of selling the Products, you may be provided certain information that we or our affiliates regard as proprietary, including, but not limited to, technology, products, results of unpublished studies and tests, equipment, marketing and product plans, components, sales forecasts, sales and customer information, and processes or procedures (the Confidential Information). Confidential Information may be furnished in any tangible or intangible form, including but not limited to writings, drawings, electronic media, samples, observation, and verbal communications. No right, license or authorization to use is granted. In addition, we make no warranty as to the accuracy of any Confidential Information.
15.2 You agree to keep in strict confidence and not disclose to any other person, entity, or party any Confidential Information. You must not: (a) make any copies of any Confidential Information received from us without first obtaining our written authorization; or (b) permit any person, company, or entity within its control to duplicate, copy, or disseminate the Confidential Information.
15.3 The obligations of confidentiality and limitation to use continue beyond the termination of this Agreement; provided, however, you will not be liable for any disclosure of Confidential Information or further restriction on use where the same information:
15.3.1 was in the public domain at the time it was disclosed or later comes within the public domain, except through your acts or omissions and proof that the information was in the public domain is supported by sufficient independent documentary evidence;
15.3.2 was known to you at the time of its disclosure and supported by sufficient independent documentary evidence dated prior to receipt;
15.3.3 is approved for release by our written authorization;
15.3.4 becomes known to you from a source other than us or any of our employees or affiliates, without your breach of this Agreement and that knowledge is supported by sufficient independent documentary evidence dated prior to receipt; or
15.3.5 we disclose it to third parties without restriction.
15.4 Upon termination of this Agreement and upon our request, all items containing Confidential Information must be immediately returned to us.
15.5 In consideration of this Agreement, you, including any of your employees, agents, officers, directors, or owners, covenant and agree that within the United States you will not develop, order, stock, provide, market or sell, or cause to be developed, ordered, stocked, provided, marketed or sold, directly or indirectly, any weapon or stun gun which fires one or more probes and is designed to incapacitate an individual through muscle stimulation, other than the Products, during the Term of this Agreement. You warrant and represent that the restrictions contained in this Section are reasonable and provide you with an adequate number and variety of reseller and employment alternatives during the period of restriction and that because you possess varied skills and abilities, you do not need to compete with us or our products or services in order to make a living.
16. TERM AND TERMINATION.
16.1 The initial term of the Agreement is one year at which time it will automatically be renewed for successive one-year periods until terminated as provided in this Section or by mutual consent.
16.2 This Agreement may be terminated prior to expiration of the initial or any renewal term by written notice to the other party as follows:
16.2.1 by either party, for any reason, upon 30 days prior written notice;
16.2.2 by us, effective immediately, in the event:
18.104.22.168 you fail to perform or breach any of the terms of this Agreement;
22.214.171.124 you fail to comply with any laws or regulations for the possession, sale, distribution, purchase or transfer of the Products;
126.96.36.199 you engage in any conduct or activity that is detrimental to our image, brands, or the Products, including any criminal or fraudulent acts;
188.8.131.52 You become subject to involuntary bankruptcy, receivership, or other involuntary proceedings, make an assignment for the benefit of its creditors, are dissolved, liquidated, or acquired, merged, or sell substantially all of your assets; or
184.108.40.206 if in our opinion, there has occurred any material change in your ownership, management, sales and marketing capability or financial condition.
16.3 In the event of a breach by you, we may, in addition to the termination rights, bring an action for damages and/or seek any other available legal or equitable remedy.
16.4 The rights of termination provided in this Agreement are absolute and that both parties have considered the making of expenditures in preparing for performance of this Agreement and possible losses and damages incident and resulting to them may result in the event of its termination. Therefore, in agreeing to terms of termination provided in this Section, it is with full knowledge of these possibilities, and except as provided in this Agreement neither party will be responsible to the other for compensation, damages, or otherwise by reason of the termination of this Agreement at any time.
17. CONSEQUENCES OF TERMINATION. Upon the expiration or termination of this Agreement for any reason whatsoever:
17.1 No member of the TASER Group will have any liability to you. You have no right to: require that we continue with you as a reseller of any Products, any payment for lost business, future profits, loss of goodwill, reimbursement for expenditures or investments made or commitments entered into, creation of clientele, advertising costs, warehousing costs, termination of employees or employees’ salaries, overhead or facilities incurred or acquired based upon the business derived or anticipated under this Agreement, or for any other damages, including but not limited to exemplary, special or consequential damages, whether foreseeable or not, or for claims under reseller or distributor termination, protection, non-renewal or similar laws, for any cause whatsoever, whether or not caused by our negligence. You agree that in the event of termination of this Agreement for any reason whatsoever, no amounts spent in its fulfillment will be recoverable from us by you or any other party claiming through you.
17.2 You may continue to sell through the Product you purchased from us. TASER however has no obligation to repurchase your Product inventory, but is entitled at our election to repurchase all or any portion of the new and unused Product inventory at the original invoice price paid by you minus a 15% restocking fee. For purposes of the sale of inventory or any part thereof to us, you will permit inspection of the inventory to verify its condition.
17.3 You must promptly and without charge to us: (a) stop advertising the Products, remove all TASER Trademarks and our copyrighted content from your Marketing and Sales Materials, and cease and desist from any further use of the our copyrighted materials; and (b) forward all repair and warranty inquiries to us or our designee.
18. ARBITRATION AND APPLICABLE LAW.
18.1 Scope. This Section governs the resolution of all disputes that arise under this Agreement, is binding on the parties, and will be the sole and exclusive method of handling any and all disputes, claims and controversies arising out of or related to this Agreement.
18.2 Arbitration. In the event of any controversy or claim arising out of or relating to this Agreement or a breach thereof, the parties must consult and negotiate with each other and, recognizing their mutual interests, attempt to reach a satisfactory solution. If they do not reach settlement within a period of 60 days, then, upon notice by any party to the other, any unresolved controversy or claim will be settled by arbitration administered by the American Arbitration Association in accordance with the provisions of its Commercial Arbitration Rules. The arbitration will use 3 arbitrators, will be conducted in English, and the place of arbitration will be in Phoenix, Arizona U.S.A. It is the intent of the parties that, barring extraordinary circumstances, arbitration proceedings will be concluded within 180 days from the date the arbitrator is appointed. The arbitral tribunal may extend this time limit in the interests of justice. Failure to adhere to this time limit will not constitute a basis for challenging the award. And, consistent with the expedited nature of arbitration, pre-hearing information exchange will be limited to the reasonable production of relevant, non-privileged documents explicitly referred to by a party for the purpose of supporting relevant facts presented in its case, carried out expeditiously.
18.3 Arbitration Confidentiality. Except as may be required by law or to enforce an order or award, neither a party nor its representatives may disclose the existence, content, or results of any arbitration without the prior written consent of the other party.
18.4 Equitable Relief. You agree that it would be impossible or inadequate to measure and calculate the damages from any breach of the covenants set forth in Sections 9–12 and 14–15 of this Agreement. Accordingly, you agree that if you breach any of these Sections, we will have available, in addition to any other right or remedy, the right to obtain an injunction from a court of competent jurisdiction restraining the breach or threatened breach and to specific performance. You further agree that no bond or other security will be required in obtaining equitable relief and you consent to the issuance of an injunction and to the ordering of specific performance. Nothing contained in this Section prohibits us from pursuing any other remedies available to it in law or equity for a breach, anticipatory breach, or threatened breach, including but not limited to, the recovery of damages from you.
18.5 Choice of Law. The validity, construction, interpretation, and administration of this Agreement will be governed by and must be interpreted under the laws of the State of Arizona, U.S.A., without regard to its choice-of-law provisions.
18.6 Costs. In the event of any action to enforce the provisions of this Agreement, the successful party in enforcing any provision of this Agreement will be awarded that party’s reasonable attorneys’ fees and taxable costs.
19. GENERAL PROVISIONS.
19.1 Definitions. In addition to the terms defined in the text of this Agreement, the following capitalized terms have the following meanings for purposes of this Agreement:
19.1.1 “Derivative Work” means any modification of copyrighted materials owned by us including but not limited to: Product brochures, Product images, Product videos, sound clips, animations, illustrations and models, charts. “Modification” includes any change or adjustment to copyrighted content whether the change is made for sizing, formatting, layout, or compatibility purposes.
19.1.2 “Marketing and Sales Materials” means information in printed or electronic form prepared, copied, stored, distributed, and/or presented solely for the purpose of attracting interest in your business or product offerings as they specifically relate to the Products.
19.1.3 “Official Website” means our company websites which are owned, directed, and built by us.
19.1.4 “Product” includes any of our products or services that you are authorized to market and or sell.
19.1.5 “TASER Trademark” means any trademark or service mark or Product name owned by us and/or used by or on behalf of us in connection with Products, whether or not registered in the United States.
19.1.6 “Social Media Platform” includes any and all interactive platforms distributed over the internet which allow an individual or community to collaborate in order to share a variety of content with other users.
19.2 Entire Agreement; Modification. This Agreement, along with any exhibits, schedules and the Product warranty, contains all the terms and conditions agreed on by the parties and it supersedes, cancels, and replaces all previous understandings or agreements, written, oral, or implied, relevant to the distribution of the Products made or existing before the date of this Agreement. We reserve the right to modify and/or update this Agreement consistent with the modification and/or updating of all agreements we have with other similar resellers, and replace or substitute such modified or updated agreement for this Agreement and such replacement or substitution will not constitute termination of this Agreement. Failure of you to execute the replacement or substitution agreement within 30 days of it being offered will constitute automatic termination of this Agreement.
19.3 Severability. This Agreement is contractual and not a mere recital. Sections, 12, 14, 15, 17, 18, and 19 will continue in force and effect after termination of this Agreement. If any part of this Agreement is held indefinite, invalid, or otherwise unenforceable, the rest of the Agreement will continue in full force and effect. Should any tribunal or court determine that for any agreement or covenant to be effective that it must be modified to limit its duration, geographic area, or scope, the parties will consider that agreement or covenant to be amended or modified with respect to duration and scope so as to comply with the orders of the tribunal/court.
19.4 Voluntary Agreement. This Agreement was negotiated and executed voluntarily and is not the result of duress, fraud, undue influence or any threat of any kind. All parties had the opportunity to read and consider this Agreement, to consult with counsel, and fully understand the Agreement.
19.5 Waiver. No failure or delay by either party in exercising any right, power, or remedy under this Agreement, except as specifically provided, operates as a waiver of any right, power, or remedy. No waiver of any term of this Agreement, or delay by a party in enforcing any term, will be deemed to be a continuing waiver of the term or of any other term of this Agreement. No delay or failure of by us to terminate this Agreement for breach or default will be deemed to be a waiver of the right to do so for that or any subsequent breach or default or for the persistence in a breach or default of a continuing nature.
19.6 Notices. All notices must be in writing in English.
19.6.1 Notices to Reseller. We may provide notice to you by sending a message to the email address(es) then associated with your account. Notices we provide by email will be effective when we send the email. You will be deemed to have received any email sent to the email address then associated with your account when we send the email, whether or not you actually receive the email.
19.6.2 Notices to TASER. Notices to us must be delivered in person, sent by certified mail, or overnight courier service (all postage and charges prepaid), to: TASER International, Inc., ATTN: Legal Department, 17800 N. 85th Street, Scottsdale, AZ 85255. Notice sent by U.S. mail is deemed delivered 3 days after deposit with the U.S. Postal Service. Notice sent by overnight courier is deemed received on the day receipted for by the party or its agent.
19.7 Assignment. You must not, by operation of law or otherwise, assign any of your rights or delegate any of your obligations under this Agreement without our prior express written consent. We may assign this Agreement without your consent.
19.8 Force Majeure. We are entitled to invoke force majeure if the implementation of the Agreement is, in whole or in part, temporarily or not, prevented or impeded by circumstances out of our control, including site or building blockades, strikes, war, embargoes, specific work interruptions or slowdowns or lockouts, delay in the provision to us or our affiliates of parts, goods or services ordered from third parties, accidents, interruptions of business operations, and acts of God. In the case of force majeure, our obligations will be suspended. The Force Majeure provisions are not applicable to the payment of any amounts owed when due.
19.9 Headings. All headings are for reference purposes only and must not affect the interpretation of this Agreement.
19.10 Time is of the Essence. Time is of the essence in connection with all matters and obligations pertaining to this Agreement.
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‘Protect Life’ is a trademark of TASER International, Inc. TASER is a trademark of TASER International, Inc., registered in AU, CA, the EU, HK, IL, IN, MY, NZ, the OAPI, SG, ZA, and the US. © is a trademark of TASER International, Inc., registered in AU, the EU, IN, MY, and the US. All rights reserved. © 2015 TASER International, Inc.