Effective Date: September 29, 2023
PLEASE READ THESE CHANNEL SALES TERMS AND CONDITIONS CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS.
BY PLACING AN ORDER ON THE LATCH CHANNEL PARTNER PORTAL, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS AND CONDITIONS; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THE ENTITY FOR WHICH YOU ARE ACTING (“CHANNEL PARTNER”); AND (C) TOGETHER WITH CHANNEL PARTNER, AGREE TO BE LEGALLY BOUND BY THESE TERMS AND CONDITIONS WITHOUT MODIFICATION.
IF CHANNEL PARTNER DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, CHANNEL PARTNER SHOULD NOT PURCHASE LATCH PRODUCTS FOR RESALE OR ANY PURPOSE.
These Channel Sales Terms and Conditions (these “Terms”) set forth the terms and conditions that govern the distribution and resale by Channel Partners selected by Latch Systems, Inc. (“Latch”) of Latch Products to Customers (the “Latch Channel Program”). Acknowledgment and acceptance of these Terms is required for participation in the Latch Channel Program.
Definitions
“Certified Technician” means an individual directly employed or contracted by a Channel Partner who has completed technical training requirements in accordance with these Terms or as otherwise communicated by Latch to such Channel Partner from time-to-time.
“Latch Personnel” means a Latch employee or service provider who is assigned to support a Channel Partner.
“Channel Partner” means a company that has been authorized in writing by Latch to resell or facilitate the sale of Latch Products to Customers in accordance with these Terms.
“Channel Partner Agreement” means these Terms, as may be amended from time to time, together with any orders placed on the Channel Partner Portal.
“Channel Partner Portal” is a resource dedicated to Latch’s valued network of Channel Partners that enables Channel Partners to, among other things, register projects, obtain quotes and pricing information, place orders for Latch Products, acquire assets, and access self-paced technical training.
“Customer” or “Client” means the end purchaser of Latch Products for use within such end purchaser’s building(s) or property(ies), or such end purchaser’s contracted service provider, including, but not limited to, a general contractor, architect.
“Inoperable Upon First Use” means any Product with symptoms of a hardware failure that prevents installation or basic operability upon its first use.
“Manufacturer’s Suggested List Price” or “MSLP” means Latch’s published and available pricing that is charged to Customers for Latch Products.
“Product(s)” or “Latch Products” means any products, services or solutions, such as hardware goods, software and related services, support, or training materials, that are manufactured, developed, distributed, licensed, sold or otherwise made available by Latch (or its designees) under the Latch brand name.
“Third-party Products” means any hardware, software, services, products, support, or materials that are manufactured, developed, distributed, licensed or sold by or on behalf of companies other than Latch.
Terms Overview
Terms Compliance By placing an order on the Channel Partner Portal, Channel Partner agrees to work with Latch in accordance with these Terms. Channel Partner will ensure that its affiliates and its and their respective personnel (including their employees, contractors and other agents) understand and comply with these Terms. Channel Partner further agrees to be fully and directly responsible to Latch for any act or omission of such affiliates and personnel. Channel Partner acknowledges that failure to comply with any provision or requirement herein may result in Latch taking remedial action, including, without limitation, the immediate termination of all of Channel Partner’s rights under these Terms.
Code of Conduct Channel Partner will commit to promote, demonstrate, service, and provide Latch Products, Services and Solutions in compliance with these Terms and all applicable laws, rules, regulations and industry standards, and with the utmost integrity and ethical representation of the Latch brand. Any concerns or questions as to this requirement should be communicated to Latch Channel Program Support at channel@latch.com.
Operating RequirementsChannel Partner will (i) market the Products in good faith and comply with good business practices and all laws and regulations relevant to these Terms; (ii) keep Latch informed as to any problems with the Products encountered by a Customer or other user (of which Channel Partner is aware); (iii) communicate promptly to Latch any and all feedback, modifications, design changes or improvements of the Products suggested by any Customer, employee, contractor or agent (collectively “Feedback”); and (iv) comply with and obtain any necessary registrations, consents and approvals required in the jurisdictions and areas in which it operates. Channel Partner will not (i) disassemble, decompile or otherwise reverse engineer the Products (or any associated software), or otherwise attempt to learn the source code, structure, algorithms or ideas underlying the Products (or any associated software); (ii) rent, lease or otherwise provide temporary access to a Product or the Services (or any associated software); (iii) copy or modify the Products or the Services (or any associated software); (iv) remove any names, designations or notices from any Product or the Services (or any associated software); (v) use the Products in any way or for any purpose that infringes, misappropriates, or otherwise violates Latch IP or any intellectual property rights of third parties, or that can harm or violates any rights of Customers or residents, or any applicable laws; or (vi) allow others to do any of the foregoing. Channel Partner further agrees to take all necessary steps to protect against unauthorized use of the Products, including without limitation by maintaining the security of Customers’ accounts and passwords.Channel Partner shall not, in whole or in part, subcontract, transfer, license, assign, or delegate any of its rights or obligations under these Terms without the prior written consent of Latch, which may be withheld in its sole discretion. Channel Partner hereby grants Latch a non-exclusive, transferable, worldwide, perpetual, irrevocable, fully paid, royalty-free license, with the right to sublicense through multiple tiers, under any and all intellectual property rights that it owns or controls to use, copy, modify, distribute, create derivative works based upon and otherwise exploit the Feedback for any purpose.
Training
Channel Partners agree to remain current with Latch training (sales, product & feature, technical, program, pricing, etc.) by attending instructor-led training and online training modules via the Latch Channel Partner Portal on an ongoing basis.
Marketing
Channel Partner will actively promote Latch products. Latch will work with Channel Partners to ensure that Marketing Guidelines are met.
Financial
Channel Partners agree to remain in good financial standing with accounts payable and accounts receivable as outlined in these Terms. Failure to remain in good financial standing may result in, among other things, the inability for Channel Partners to purchase Latch Products from Latch or any authorized distributors of Latch.
Customer Support Channel Partners must maintain a required level of support to provide a quality of service that Customers can trust and rely on. The minimal requirements for such support terms are: design/build services, low voltage integrator capabilities, locksmith capabilities, and 24/7 Support. Channel Partners must, at a minimum, offer to support Latch Products post-installation and be willing and able to provide repair or replacement coverage of Latch Products, per the warranty terms outlined in these Terms.
Technician Requirements
Channel Partners are required to use Certified Technicians when conducting a deployment (installation, activation & training) and providing post-installation service of Latch Products. This includes but is not limited to troubleshooting, configuration, diagnostics, covered repair/replacement, modifications or alterations approved in writing by Latch, as well as upgrades to Latch Products. Certified Technicians are individuals who have completed Latch technician certification training available via instructor-led learning and online training modules in the Latch Channel Partner Portal, or as otherwise provided by Latch.
In order to maintain its participant status in the Channel Partner Program,Channel Partner must engage a minimum of two (2) Certified Technicians as employees or full time independent contractors, directly representing Channel Partner in each geographic market where Channel Partner intends to do business under the Latch Channel Program. Channel Partner must employ a Certified Technician that is trained in advance of all Latch Product installations. Failure to obtain required training may result in Product release being withheld until compliance with this requirement.
From time to time, Latch, in its sole discretion, may require Certified Technicians to complete continued education and recertification courses, to maintain their certification(s) and ensure that the applicable Channel Partner remains in good standing within the Latch Channel Partner Program.
Channel Partners are required to meet Latch’s standards at all times with regard to service levels outlined in the approved partner application, certification of technicians and availability of service to Customers. Latch may conduct a review of Latch Channel Partners from time to time to ensure compliance with these standards.
Changes to Participation Status, Term and Termination
The Channel Partner Agreement will begin on the date an order is placed by Channel Partner on the Channel Partner Portal and accepted by Latch ("Channel Partner Acceptance") and will be in effect from the date of Channel Partner Acceptance and automatically terminate upon (i) delivery of the Products at the ship-to address provided by Channel Partner in the order and (ii) payment for the Products by Channel Partner, provided however Latch may terminate this Agreement effective immediately upon notice to Channel Partner for a material breach of the Channel Partner Agreement or Channel Partner's insolvency.
Upon termination of these Terms, (a) all licenses and rights granted hereunder to Channel Partner will immediately terminate; (b) Channel Partner will surrender all copies of Confidential Information, documentation, and other Latch materials in its possession or control, or at Latch’s option, destroy such materials, and certify the completion of such destruction or return in writing to Latch promptly thereafter; (c) all outstanding payment obligations to Latch shall become due. All other provisions in any applicable Channel Partner Agreements that by their nature would be expected to survive will survive any termination or expiration.
If the Channel Partner has breached any term of these Terms or its participation status in the Latch Channel Partner Program is otherwise not in good standing as determined by Latch in its discretion, then eligibility and accrual for all Program benefits including, but not limited to, dealer pricing, promotional incentives, and any unreleased Product orders will be subject to immediate suspension per written notice from Latch, until the participation status has been returned to good standing. Latch may communicate directly with any Customer at any time with or without notice to Channel Partner. Latch may engage any Customer for partnership, service work, or any other commercial or non-commercial offering as Latch sees fit.
Latch Channel Partner Portal
Project Registration Submission
The Channel Project Registration is an online resource accessible to all Latch Channel Partners via the Latch Channel Partner Portal that enables the submission of projects and prospective opportunities for registration with Latch. Channel Partners are required to register projects via the Latch Channel Partner Portal to become an authorized purchaser of Latch Products for a property, obtain quotes, capture Customer-specific requirements and other project details, and become eligible to receive Affiliate Incentives. Once project details are registered, Latch’s Channel team will verify the submission’s eligibility and confirm pricing to Channel Pricing. Channel Partners with approved Project Registrations will, upon execution of the applicable (a) software subscription agreement and (b) order, receive Latch sales support for their project(s).
Access and Use
Channel Partners must sign a Latch Program Authorization Agreement and agree to these Terms prior to accessing the Latch Channel Partner Portal or placing a product order.
Latch Channel Partner Portal access and its use is limited to Channel Partners and their direct employees. Channel Partners are not permitted to distribute or share access to any individual outside of their employment, including but not limited to contractors, vendors, and agents, and will remain liable for unauthorized use of the Channel Portal Portal via the Channel Partner’s approved credentials.
Any employee acting on behalf of a Channel Partner and accessing the Latch Channel Partner Portal will, by so doing, be deemed to have agreed on behalf of him or herself and the Channel Partner to these Terms (and, to the extent applicable, any Channel Partner Agreement), and the Channel Partner will be legally bound, thereby.
Continued acceptance of and compliance with these Terms (and, to the extent applicable, any Channel Partner Agreement) is a condition of continued Latch Channel Partner Portal access. To request access to the Latch Channel Partner Portal for yourself or your team, please reach out to channel@latch.com.
order Form; Terms of Sale
All orders between Latch and Channel Partner must be submitted via the Latch Channel Partner Portal eCommerce platform. Such orders shall be governed by these Terms. Pricing assets or rate cards published in the Latch Channel Partner Portal will remain the source of truth for current Latch hardware pricing. Latch reserves the right to refuse any order in part or in whole, especially those orders not submitted in accordance with these Terms.
Following a Channel Partner sale to a Customer, Latch reserves the right to contact the Customer and schedule customer service meetings, as Latch sees fit. The terms of the applicable Channel Partner Agreement, including the pricing and other terms provided by Latch are the only terms that apply to any orders and any terms in purchase orders or quotes submitted by Channel Partner to Latch shall not apply and be null and void.
Pricing, Marketing, and Promotion
Pricing
Channel Partners shall not, without Latch’s prior written consent, advertise, sell or quote any Product in excess of the MSLP or software bundle pricing as set by Latch. Latch reserves the right to change its MSLP at any time and will provide notice of any such change to Channel Partners. Any MSLP changes will only apply on a go-forward basis and will not affect existing orders or project-specific quotes made available to Channel Partner or Customer prior to the MSLP change. Notwithstanding the foregoing, Latch reserves the right to increase pricing on project-specific quotes if installation is scheduled for a date beyond 12 months from the purchase date. Such increase shall not exceed 4% of the originally quoted price. All prices are exclusive of federal, state or province, and local taxes.
Channel Partners may only order Latch Products from Latch or Latch-authorized distributors. All applicable Channel Partner pricing and published MSLP will be available by accessing the Latch Channel Partner Portal.
Marketing; Pre-sales Activities
Any materials, whether physical or digital, furnished by Latch, for use by Channel Partners to conduct pre-sales activity or training may not be modified without prior written consent by Latch. Any materials, whether physical or digital, created by or on behalf of the Channel Partner for use in Latch pre-sales activity or training (“Channel Partner Materials”) must comply with Latch marketing guidelines located at https://latch.frontify.com/ (“Marketing Guidelines”) and be submitted for approval to channel@latch.com prior to distribution. Latch may periodically review Channel Partner Materials to ensure compliance with the Marketing Guidelines.
Participation in Latch Promotions
Latch hereby reserves the right in its sole discretion to offer promotional pricing on any of its Products. These promotions may be offered in specific markets, limited to projects that meet certain criteria determined by Latch, and/or offered only for a limited time. Latch will provide notice of any such promotions to Channel Partners in writing via email or via the Latch Channel Partner Portal, with details of the promotion, including applicable markets, Products, promotional pricing, payment terms, time periods, and any other relevant information.
Channel Partner may opt-out of promotion participation, at any time by notifying Latch by email to channel@latch.com.
Accounts Payable
Payment Terms
Channel Partner agrees to pay Latch invoices within forty five (45) days of receipt. Channel Partner is required to establish a credit account with Latch. Credit accounts are established by submitting a credit application as part of the Channel Partner application process.
Latch will not release product order shipments to any Channel Partner that has a credit account that is past due. This includes any orders that have been prepaid by the Channel Partner.
All Product prices are exclusive of all taxes, duties, tariffs, levies, withholdings and similar assessments (including without limitation, sales taxes, use taxes and value added taxes), and Channel Partner shall be responsible for the payment of all such taxes and other charges, excluding taxes based upon Latch’s income. For clarity, Channel Partner will be responsible for paying any and all such taxes and other charges listed on any invoices issued in accordance with these Terms or any associated orders. Payments can and should be made electronically, as facilitated by Latch Finance. Other payments should be remitted to Latch Systems, Inc., 508 W 26th Street, Suite G, New York, NY 10001 or the check mailing address of PO Box 208155, Dallas, TX 75320-8155, unless otherwise specified by Latch in writing.
Billing and Invoicing
Upon shipment of the Latch hardware, Latch will invoice the Channel Partner for Latch Products and Services according to the quantity and contract specifications in the order package. Channel Partner must comply with the payment terms indicated on the invoice and will pay Latch in full by the indicated date.
Questions or problems with invoicing should be directed to the Channel Account Executive or your designated Latch finance contact for resolution.
Back Charges
Latch shall not be held responsible for any charges for the cost of any labor or material or any associated expenses incurred by anyone other than Latch for any installation, repair, service, or replacement incurred by or on behalf of a Channel Partner or Customer unless Latch has previously authorized the expense of such charge or expense in writing.
Product Terms
Fulfillment; Product Delivery
Delivery of Products shall be FOB point of shipment, from Latch’s facility or from another location designated by Latch, pursuant to INCOTERMS 2020. All risk of loss of or damage to the Products shall be assumed by Channel Partner at point of shipment in accordance with the Latch Overages, Shortages and Damages Policy, as communicated in writing to Channel Partner.
Delays; Force Majeure
Latch will use commercially reasonable efforts to deliver Products within a reasonable margin of error of the agreed upon estimated delivery date and within the parameters set forth herein, except for delays due to events outside of Latch’s reasonable control. Latch shall be excused for a delay in performance caused by acts of god, war, terrorism, illegal or malicious third-party conduct, accidents, power outages, communications failure, strikes, riots, labor stoppage, car shortage, climate conditions, unavoidable casualties, pandemic, epidemic, or other national health crises, or other causes interfering, obstructing, or blocking the usual routes of transportation, whether similar or dissimilar to those mentioned above, and no claim for loss or damages shall be allowed for Channel Partner in consequence thereof.
Transfer of Ownership
The Channel Partner must facilitate sales of Latch hardware Products using per-project shipped inventory, on a per-order basis. As such, Product ownership transfers from Latch directly to Customer upon shipment to the ship-to location provided on the order.
order Cancellation and Exchanges
Once an order has been placed by a Channel Partner and accepted by Latch, it cannot be changed or canceled by Channel Partner without Latch’s written approval. If approved, orders canceled will be subject to the following fees: (a) a cancellation fee of 10% of the total value of the order if canceled prior to shipping or (b) a restocking fee of 50% of the total value of the order if canceled after shipping. Returns may only be accepted for orders in their original, unopened packaging. Latch may, in its sole discretion, accept requests for Latch hardware exchanges, provided such exchanges are for an amount equal to or greater than the applicable order amount. Exchanges, if approved, may be subject to an exchange fee of up to 50% of the value of the exchanged order. Latch reserves the right to reject an exchange or return upon inspection if the returned Latch hardware or its packaging is damaged or otherwise no longer in its original condition.
Shipment Problems
Channel Partner should immediately notify Latch of any problems with a shipment such as damaged Products, short shipments, receipt of incorrect Products, and other shipment related issues. An order number will be required for Latch to process such reports. All claims to Latch, which include claims for defective merchandise, shortages, and billing errors, must be made within twenty-five (25) days of the date the shipment, otherwise such claims will be deemed waived.
Third-Party Product Substitutions
With respect to any Product, Channel Partners may not substitute Latch parts with third-party parts without express prior written consent from Latch, except as it relates to the cylinder solely as set forth in this paragraph. At the request of the Customer, Channel Partners may order a Latch Product less the Latch cylinder and, at its sole cost and expense, furnish a substitute cylinder (a “Third-Party Cylinder”) that meets the mechanical requirements of such Latch Product from another vendor. In the event that a Channel Partner makes use of any Third-Party Cylinder in connection with any Latch Product, Channel Partner assumes full responsibility for the aesthetic and functional performance of the combined Product together with the Third-Party Cylinder and must ensure that all specifications of the Third-Party Cylinder are compliant with the mechanical requirements of the Latch Product. Notwithstanding anything to the contrary, Latch shall not be held responsible for warranty claims on any Product caused in whole or in part by the Third-Party Cylinder or the installation, integration and/or configuration thereof in connection with the Product.
Inventory Allowance and Management
Channel Partner must facilitate sales of Latch Products using per-project shipped inventory and is not permitted to maintain a managed-level of Product inventory without prior written consent from Latch. Except as specified in the following paragraph,all purchased Product must be, in equal quantity, specified and ordered by the Client for use, as evidenced in the order for Latch Product. Detailed ordering procedures may be found in this document.
Channel Partner is permitted to hold no more than ten (10) units of any eligible Latch Product, as service parts inventory needed for the purpose of troubleshooting, diagnostics, or Product replacement by a Certified Technician, in accordance with Latch technician training and certification. This inventory is known as attic stock. Latch recommends holding a certain level of attic stock, based on the number of devices deployed, to ensure Channel Partners can immediately assist Customers if the need to troubleshoot a device arises. These finished good units must be used as full replacement of non-functioning or inoperative devices and cannot be resold, disassembled, dismantled, used for parts, nor altered or modified in any way without prior written consent from Latch. The service parts inventory may be replenished in accordance with the then-current Latch RMA (as defined below) policy and ordering procedures as provided by Latch to Channel Partners from time to time. For clarity, all sales of attic stock are final, non-refundable and cannot be recalled by Latch in the event of termination. Channel Partner must store the attic stock in a dry, temperature-controlled environment and unexposed to conditions that may damage the devices. Latch will not replace attic stock that, upon inspection by Latch, is found to be damaged due to Channel Partner’s failure to stock it in adequate conditions.
Transshipping
Channel Partners are permitted to facilitate sales of Latch Products to Customers’ projects located within their authorized geographic market(s). Transshipping, which is the transfer of Latch Products from Channel Partner to any location other than the Channel Partner’s business location or Customer’s intended project or building location, as specified in the applicable order, is expressly prohibited, with the following limited exceptions: (i) Channel Partners that have multiple authorized locations may be permitted to transfer Latch Products to those authorized locations prior to the Customer’s intended project or building location, or (ii) with Latch’s prior written approval.
Each Channel Partner’s management is strongly encouraged to educate its personnel (including its employees, contractors and other agents) regarding Latch’s Transshipping policy and will ensure Channel Partner compliance, therewith.
Installation and Deployment
Latch Products must be deployed by Certified Technician(s) that have undergone technical training, including instructor-led training and online learning courses completed through the Latch Channel Partner Portal. Deployment consists of Latch hardware installation, Latch software activation, and education of Customer and its staff, which consists of a review of the Latch hardware and Latch Manager (Web & App) and Latch App.
Channel Partner shall not be authorized, and shall not permit any of its employees, contractors, representatives, agents or Customers, to install or deploy any Latch Products until the installing party has completed technical training in accordance with Latch’s then-current technical certification program as may be updated from time to time in Latch’s sole discretion. Latch reserves the right to certify an individual as a Latch Certified Technician authorized to install and deploy Latch Products and may delegate this right, in writing, to a Channel Partner or its representatives at Latch’s sole discretion. Channel Partner acknowledges that it is fully and solely responsible to Customer for the adequate installation and deployment of Latch Products.
Product Returns
Products Eligible for Return and RMA Policy
All returns must first be authorized by Latch with the issuance of a return merchandise authorization (“RMA”) number. Latch will accept Product returns only in cases where such products are under warranty and Latch is responsible for an error or defect in the Product that is attributable solely to Latch and was not a result of actions taken by the Channel Partner or any third party. Unauthorized returns will be refused and sent back to the sender at the sender’s expense. This paragraph is Channel Partner’s sole remedy and Latch’s sole obligation with respect to defective or damaged Products.
RMAs for devices experiencing an error or defect must be initiated by contacting Latch Technical Support at support@latch.com or (917) 563-4488. For all other returns please contact your Channel Account Executive to initiate the return process. Channel Partners who return devices through Technical Support RMA process will be supplied a return shipping label to return the defective RMA devices to Latch. Channel Partner will be invoiced for the value of the replacement devices if the defective RMA devices are not returned to Latch within 60 days from Channel Partner’s receipt of the return shipping label. All defective RMA devices must be deactivated prior to returning them to Latch.
Return of Products Inoperable Upon First Use
Product ownership transfers from Latch to the Channel Partner upon shipment to the Channel Partner or ship-to Location. Products found inoperable upon first use or during initial installation should be returned per the RMA policy outlined above, and exchanged under the respective purchase order.
Claim
Except for warranty claims for defective merchandise, all claims to Latch, including for shortages, damage during shipment, return requests and billing errors, must be made within twenty five (25) days of the date of shipment. Latch reserves the right to refuse, or return at Channel Partner’s expense, any Products shipped in violation of this Product Return Policy. This Product Return Policy may be updated at any time by Latch.
Warranty; Warranty Disclaimer
Latch provides Customers with the warranties set forth at https://www.latch.com/legal. Latch reserves the right to offer extended warranties for specific jobs and projects on a case-by-case basis. Any Latch Product where a Third-Party Cylinder or any other component is provided by another manufacturer, and the performance of that Product, will not be warranted by Latch. Channel Partners shall not make any warranties to any third party (including, without limitation, Customers or end users) on behalf of, or that otherwise may bind, Latch, without Latch’s prior written consent. Therefore, Latch will not be bound by any warranties that Channel Partners make in the absence of Latch’s explicit, specific, and written permission. Latch will provide Channel Partners with warranty documentation to provide to Customers. Channel Partners must not modify or remove any such documentation provided by Latch, and must use the most updated version of such documentation at all times. Current versions of the Customer warranty may be found at www.latch.com/legal or by requesting a copy from Channel Program support at channel@latch.com.
Channel Partner hereby acknowledges and agrees that over time the finishes on the levers in Latch Products might rub off in certain places due to frequency of use. Latch does not consider this to be a Product defect but rather a normal process that cannot be avoided and which enhances the natural aging appearance of the metal. Hence, Latch cannot guarantee or make any warranty with respect to such lever finishes and will not replace lever finishes under its Product warranty. It is the responsibility of the Channel Partner to ensure the levers sold to Customers meet all required local and state compliance requirements and codes.
All warranties with respect to the Products, if any, shall be made by Latch to the Customers directly as part of Latch’s end user license agreement or software agreement or limited warranty agreement, as applicable. Latch makes no representations or warranties to Channel Partners with respect to any Third-Party Products (including, without limitation, any third party cylinder) or the Products and hereby specifically disclaims all warranties, express or implied, with respect to any of the foregoing or the subject matter of these Terms, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose, title and non-infringement. Channel Partners shall not make any representations or warranties to any Third Party (including, without limitation, Customers or end users) on behalf of, or that otherwise may bind, Latch.
General
Nothing in these Terms or any Channel Partner Agreement will (i) create any joint venture, partnership, agency, employment, fiduciary, franchise, affiliate or other similar relationship between or among Channel Partner or any of its affiliates, on the one hand, and Latch or any of its affiliates on the other hand; or (ii) authorize Channel Partner to waive any right, conduct any activity, or assume or enter into any contract or obligation (including, without limitation, the commitment to any order with any Customer) of any kind in the name of, or on behalf of, Latch. Channel Partner acknowledges that Channel Partner and Latch do not intend to create any such relationship, and will not represent or suggest to any other person or entity that any such relationship has been created or that it has such authority.
These Terms and the rights and obligations of Channel Partners hereunder are not transferable or assignable without the prior written consent of Latch. Latch may freely assign, delegate, or transfer these Terms and the rights and obligations hereunder. Any purported assignment or transfer in contravention of the foregoing will be null and void.
The failure of Channel Partner or Latch to enforce its rights under these Terms at any time and for any period shall not be construed as a waiver of such rights. These Terms supersede all proposals, oral or written, all negotiations, conversations, or discussions between or among parties relating to the subject matter of these Terms. Except with respect to these Terms and as otherwise set forth herein, no changes or modifications or waivers are to be made to any Channel Partner Agreement unless evidenced in writing and signed for and on behalf of both parties. If any provision of these Terms or any Channel Partner Agreement shall be determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect and enforceable.
Confidentiality and Intellectual Property
Channel Partner hereby agrees that all software (including object and source code), inventions, specifications, documentation, drawings, algorithms, designs, know-how, materials, ideas, and all business, technical, personal and financial information (including customer and supplier lists) it obtains from Latch in connection with the Channel Partner Agreement that (i) is marked as “Confidential” or “Proprietary” at the time of disclosure or (ii) would be reasonably understood to be confidential or proprietary given the nature of the information or the circumstances surrounding its disclosure are the confidential property of Latch (“Confidential Information”). Channel Partner acknowledges and agrees that all Confidential Information is provided on an “AS IS” basis, without express or implied representations or warranties from Latch of any kind. Except as expressly and unambiguously allowed herein, the Channel Partner will hold in confidence and not use, transfer or disclose any Confidential Information of Latch. Channel Partner will use no less than industry standard and reasonable security measures to safeguard the confidentiality of such Confidential Information.
As between the parties, Latch shall solely own and retain all right, title, and interest in, and to, the Latch Products and Latch’s Confidential Information, including in, and to, all patents, patent applications, copyrights, trade secrets, know-how, design rights, and any other intellectual property rights relating to any of the foregoing, and all copies, improvements, modifications and derivative works thereof, regardless of inventorship (collectively, “Latch IP”). In furtherance of the foregoing, Channel Partner hereby irrevocably assigns (and will cause its affiliates and personnel to assign) to Latch any and all of its right, title and interest in any Latch IP, and will take all actions and execute all documents necessary or reasonably requested by Latch to confirm and perfect Latch’s sole ownership of the Latch IP.
Channel Partner may only use Latch’s then-current and designated names, marks, logos, and other identifiers for the Products, Services and Solutions (“Trademarks”) on a non-exclusive, non-sublicensable and non-transferable basis to the extent necessary to facilitate the sales of Latch Products, Services and Solutions to Customers, and will include all Latch-designated intellectual property related notices on or in the packaging for the Products and Channel Partner’s advertising and promotional materials for such Products, provided that Channel Partner: (i) only uses Trademarks in the form and manner, and in accordance with the quality standards and usage guidelines, that Latch specifically prescribes and may update from time-to-time, including standards and guidelines relative to the quality, design, identity, size, position, appearance, marking and color of the Trademarks, and the manner, disposition and use of the Trademarks and accompanying designations, on any Products (or associated packaging) or any document or other media including, any advertising or promotional materials; (ii) promptly (and in any event within five (5) days) ceases and discontinues any use of Trademarks to which Latch objects in writing; and (iii) upon termination of these Terms for any reason, immediately cease and discontinue all use of the Trademarks and any and all Latch certification marks.
Channel Partner will not, directly or indirectly, (i) challenge the validity or ownership of the Trademark or any other marks of Latch or claim adversely or assist in any claim adverse to Latch concerning any right, title or interest in the Trademarks or such other marks, (ii) do or permit any act which may directly or indirectly contest, conflict with, impair or prejudice Latch’s title to the Trademarks or other marks owned by Latch or be detrimental to the reputation and goodwill of Latch, including any act which might assist or give rise to any application to remove or de-register any of the Trademarks or other marks of Latch, or (iii) register or use or attempt to register or to use any trademark, design, company name, trade name, URL or domain name which may be similar to or comprise or include any of the Trademarks or other marks of Latch. All goodwill arising from any use of the Trademarks shall inure solely to the benefit of Latch.
Latch will have the right to inspect and review any designation, document or other media, including any promotional or advertising materials, and any facilities or other items, used or maintained by Channel Partner in connection with the performance of these Terms or any other Channel Partner Agreement. Upon Latch’s written request, Channel Partner will furnish Latch with representative samples of materials bearing the Trademarks (including any and all related advertising and promotional materials) so that Latch may ascertain whether such materials conform to the quality standards required pursuant to these Terms. If Latch reasonably determines that any sample does not meet such standards, Channel Partner will, after notification by Latch, immediately take down and/or suspend all distributions of materials represented by such non-conforming sample.
Neither these Terms or any Channel Partner Agreement nor their performance confer on Channel Partner any right, title or interest in, to or under the Trademarks, Latch IP or any other intellectual property rights owned or controlled by Latch or its affiliates, whether express, implied, by estoppel or otherwise, other than those rights expressly granted pursuant to these Terms. Latch hereby reserves unto itself all right, title and interest in, to and under the Trademarks, Latch IP or any other intellectual property rights owned or controlled by Latch or its affiliates not expressly granted to Channel Partner under these Terms.
Exclusions; Restrictions
Latch shall have no obligations to Channel Partner or any Customer with respect to Products for errors that (a) result from alteration, modification or damage to the Products not performed by Latch; (b) result from any combination of the Products with any components, products, hardware or software not provided by Latch; (c) result from use of the Products or Services other than in accordance with Latch’s documentation and these Terms; (d) result from use of other than the most-current released version of any software associated with the Products or Services; I result from the installation of the Products or Services on any hardware that is not supported by Latch; or (f) are not reproducible by Latch in standalone form.
Indemnity
Channel Partner is solely responsible for all of its employees, contractors and agents and its and their respective labor costs and expenses arising in connection with its performance under these Terms. Channel Partner is responsible for and will indemnify, defend and hold harmless Latch and its affiliates, and their respective contractors, agents, employees, directors and shareholders from any and all claims, liabilities, damages, debts, settlements, costs, attorneys' fees, expenses, and liabilities of any type whatsoever that may arise on account of Channel Partner’s acts or omissions, or those of its employees, contractors, or agents, in connection with Channel Partner’s obligations, performance, or nonperformance under these Terms or any other applicable Channel Program Agreement or otherwise related to the Products, including without limitation, providing unauthorized representations or warranties (or failing to disclose all limitations on warranties and liabilities set forth herein on behalf of the other party) to its customers or breaching any term, representation, or warranty of these Terms, any other applicable Channel Program Agreement, or any agreement with any Customer.
Limited Liability
Neither Latch, nor its suppliers or licensors, will be liable to Channel Partner with respect to any subject matter of these Terms or any Channel Partner Agreement under any contract, negligence, strict liability, or other legal or equitable theory for (i) any incidental, indirect, consequential, special or punitive damages, lost profits or lost data; (ii) cost of procurement of substitute goods, technology, or services; or (iii) for loss or corruption of data or interruption of use. amounts in the aggregate that are in excess of the amounts paid to Latch under the order giving rise to the claim. Except as prohibited by law, in no event shall Latch be liable for any amounts hereunder that in the aggregate are in excess of the amounts paid by Channel Partner to Latch for the order giving rise to the claim. These limitations form an essential basis of the bargain between the parties with respect to these Terms and shall apply notwithstanding the failure of the essential purpose of any limited remedy.
Governing Law; Dispute Resolution
These Terms and any applicable Channel Partner Agreements shall be governed by and construed in accordance with the laws of the State of New York (without regard to the conflicts of laws provisions thereof or the UN Convention on the International Sale of Goods). Except for claims for injunctive or equitable relief, which may be at any time brought before any court of competent jurisdiction, all disputes arising under these Terms (or any applicable Channel Partner Agreements) shall be finally settled in accordance with the Comprehensive Arbitration Rules of JAMS by one (1) arbitrator appointed in accordance with such rules. The arbitration shall take place in New York, NY, in the English language and the arbitral decision may be enforced in any court. In any action or proceeding to enforce rights under these Terms or any applicable Channel Partner Agreements, the prevailing party will be entitled to recover costs and attorneys’ fees. Each party hereby irrevocably waives any and all rights to trial by jury in any legal proceeding arising out of or related to these Terms, any Channel Partner Agreement or the transactions contemplated any of the foregoing.
