Rhombus Systems, Inc.

Reseller Agreement

Updated February 2025

This Reseller Agreement (“Reseller Agreement”) is made by and between Rhombus Systems, Inc., a Delaware corporation, with its principal office located at 1610 R Street, Suite 350, Sacramento, CA 95811 (“Rhombus”), and Reseller (Rhombus and Reseller are each deemed a “Party”, and collectively, the “Parties”). This Reseller Agreement is effective as of the Effective Date.

By submitting an application to become an Authorized Rhombus Reseller or signing an Order, the signatory attests to being a duly authorized officer or appointed representative of the Reseller and is empowered to enter into a legally binding agreement with Rhombus. Each Order shall constitute a separate agreement and, except for the provisions herein that such Order expressly excludes or modifies, the Order hereby incorporates by reference therein all of the terms and conditions of this Reseller Agreement.

TERMS AND CONDITIONS

1.         Definitions

“Applicable Law” means all laws, rules, regulations, and standards, whether regional, national, and international, that are enforced by any relevant governmental or regulatory authority. These laws apply to the person or activity in question and may change over time depending on the circumstances involved.

“Affiliate,” means as to either Party, any individual or entity that directly or indirectly, through one or more intermediaries, Controls, is Controlled by or is under common Control with that Party, where “Control” means the ownership of more than fifty (50%) percent of the equity or other voting interests of such entity or the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise.

“Agreement Term” refers to the period of time commencing as of the Effective Date of this Reseller Agreement and ending upon termination of this Reseller Agreement, and includes the aggregate of the contiguous Initial Term and any Renewal Term(s), as further set forth in Section 6: Term and Termination of this Reseller Agreement.

“Authorized Rhombus Partner” refers to an entity that has executed a written reseller agreement or distribution agreement with Rhombus, has been approved by Rhombus, and remains in good standing with Rhombus to place Orders.

“Claim(s)” means any and all third party adverse assertions, demands, claims, suits, legal actions or proceedings brought against a Party.

“Confidential Information” means all data and/or information, in any form, disclosed or made accessible by a Party (the “Discloser”) to the other Party (the “Recipient”) before or after the Effective Date of this Reseller Agreement, which (i) relates to the Discloser’s business, including, without limitation, customer information, know-how, specifications, processes, ideas, inventions (whether patentable or not), information security practices, proprietary product information, pricing and costs information, schematics and other technical, business, financial, customer and product development plans, and plans relating to product and service maintenance and support, sales, forecasts, strategies, customers, partners and resellers, and other sales and marketing information, and all other information relating to the business of the Discloser which may be divulged or made available to the Recipient in connection with this Reseller Agreement; (ii) is identified as confidential at the time of disclosure, (iii) given the non-public or proprietary nature of the information disclosed or made available and the circumstances surrounding its disclosure, reasonably ought to be treated as Confidential Information, or (iv) by Applicable Law must be protected as Confidential Information. Confidential Information does not, however, include information that (A) at the time of disclosure is, or subsequently becomes, available to the public or the industry through no fault or breach of the Recipient’s or its Representatives’ (defined in Section 7: Non-Disclosure and Non-Use of Confidential Information) obligations under this Reseller Agreement; (B) Recipient or its Representatives can demonstrate to have had rightfully in its possession prior to disclosure by the Discloser; (C) is independently developed by Recipient or its Representatives without the use of any Confidential Information provided by Discloser; or (D) Recipient or its Representatives rightfully obtains from a third-party who has the right to transfer or disclose such information.

“Customer” refers to Reseller’s customer and the entity licensed under the Customer Terms of Service to use the Products for its own internal purposes and not for resale, lease, loan, or redistribution to, or use on behalf of, other third parties.

“Customer Agreement” means any agreement between Reseller and the Customer for the purchase of Products.

“Customer Data” means all data provided by a Customer to Rhombus by means of the Products, including recordings, event alerts, and other data made by the Products. Customer Data does not include System Data (as defined below).

“Customer Terms of Service” refers to Rhombus’s Product licensing terms located at https://legal.rhombus.com/end-user-tos/, that are applicable to the specific Products(s), including without limitation, the End User License Agreement, SLAs, DPA, Monitoring Services Agreement, Product Evaluation Agreement, Business Associate Agreement, or any other agreement made available at that URL.

“Data Processing Addendum” or “DPA” refers to Rhombus’s Data Processing Addendum for Customers that is accessible at legal.rhombus.com/end-user-tos/dpa, or as otherwise negotiated and reflected in a written agreement between Rhombus and a Customer.

“Distributor” refers to an Authorized Rhombus Partner that has executed a distribution agreement with Rhombus.

“Documentation” means documentation provided or made available by Rhombus to Reseller regarding the Products, their functionality, and their use, that is accessible through Rhombus’s website (rhombus.com), the Service, or through the Partner Portal.

“Effective Date” refers to the date the Reseller’s application to be an Authorized Rhombus Partner was approved (if Reseller is a new reseller), or the date Reseller places an Order (if Reseller was previously approved as a Reseller subject to a prior version of Rhombus’s Reseller Agreement).

“Feedback” refers to any communication from a Customer to Reseller, or Reseller to Rhombus, regarding any errors, difficulties or other problems with the Product, or relating to any suggestions as to changes or modifications to the Product, including beta or other in-development versions of the Product.

“Firmware” means the software developed and maintained by Rhombus that is stored on the Hardware and enables the basic functioning of the Hardware and its communication with the Service.

“Force Majeure” is any unavailability or failure to perform caused by circumstances beyond Rhombus’s reasonable control, including without limitation, acts of God, acts of government or governmental authorities, tariffs, embargos, floods, pandemics, fires, earthquakes, civil unrest, acts of terror, strikes, or other labor problems, war, riot, sabotage, failure of contractors and subcontractors to perform, internet service provider failures or delays, or denial of service attacks, electrical, internet, or telecommunication outages that are not caused by Rhombus.

“Hardware” means the Rhombus hardware products, including without limitation, security cameras and relays, access control units, environmental sensors, audio gateways and alarm devices.

“Indemnified Parties” means as applicable, Rhombus or Reseller, its Affiliates, and each of their officers, directors, employees, suppliers and contractors.

“Indemnifying Party” means, as applicable, either Rhombus or Reseller.

“Intellectual Property Rights” means all patents, copyrights, moral rights, trade names, trademarks, service marks, symbols, and logos, trade secrets and any other form of intellectual property rights recognized in any jurisdiction, including applications and registrations for any of the foregoing.

“Liability” or “Liabilities” means any and all damages, fees, liabilities, settlement or judgement amounts, expenses (including reasonable attorney’s fees) and costs, including expert witness fees, in connection with a Claim (whether incurred prior to, at trial or any other proceeding, and in any appeal or other post judgment proceedings).

“License Term” refers to that period of time that Customer has a license to use the specific Products with the Service, as listed in the Order, including any renewal or extension of such license. Unless otherwise specified in the Order, the License Term commences on the Service Activation Date and ends at the end of the license period referenced in the line-item description of such Product in the Order (e.g., 1-year License Terms, 3-year License Term, etc.). NOTE: The Service Activation Date can occur before the ’Contract Start’ date specified in the Order (see the definition of ‘Service Activation Date’ below). In those circumstances the License Term may end before the ‘Contract End’ date that is referenced in the Order, since the License Term is only for a set period that commences on the Service Activation Date.

“Monitoring Services” refers to the Product referenced in the EULA and addressed in the Monitoring Services Agreement made available at legal.rhombus.com/end-user-tos/monitoring-services-agreement.

“Order” means a written quote issued by Rhombus for the purchase of Products that has been signed and returned by Reseller; each Order incorporates and is subject to the terms and conditions set forth in this Reseller Agreement.

“Partner Portal” refers to the website portal maintained by Rhombus that provides various resources to resellers and other channel partners, including Product information, corresponding list prices, deal registration requirements, knowledge-based-articles, and marketing collateral, available at https://partners.rhombussystems.com/.

“Price Book” refers to Rhombus’s applicable Product price list that is accessible in the Partner Portal, as amended from time-to-time.

“Products” means, individually and collectively, the Hardware, Firmware, Monitoring Services and Service, and Documentation related thereto, and all modifications, updates, and upgrades thereto and derivative works thereof, that are made generally available to Customers by Rhombus, or that are made available to Customers for beta testing or evaluation by Rhombus.

“Purchase Order” refers to a purchase order or other purchasing document issued by a Purchaser to Rhombus that relates to the purchase of Products; the terms and conditions of such Purchase Order shall be subject to the terms and conditions set forth in this Reseller Agreement.

“Purchaser” refers to Reseller or the Distributor that is purchasing Products directly from Rhombus.

“Registered Opportunity” refers to a sales opportunity that has been successfully registered with Rhombus, which qualifies Reseller to purchase Products for a specific Customer sale at special discounted rates that are not otherwise available to Resellers.

“Reseller” means the party that is agreeing to the terms of this Reseller Agreement, as identified and listed on the original application submission to become an Authorized Rhombus Reseller; whereas “Authorized Rhombus Resellers” refers to all resellers that have executed an agreement with Rhombus addressing the same or similar terms and conditions as are addressed in this Reseller Agreement.

“Reseller-Sourced Opportunity” means an opportunity for the purchase of Products by a Customer that is initiated by Reseller (and not through a referral by Rhombus or any Distributor).

“Return Credit” means a credit or refund to Purchaser in an amount equal to the price paid by Purchaser for Products, plus any unrelated credits that may have applied to discount such purchase. 

“Rhombus Marks” means any Rhombus trade names, trademarks, service marks, symbols, and logos.

“Scope of Use” means a Customer’s authorized scope of use for the Products specified in an Order and the related Documentation, which may include: (i) the identity of the Reseller and Customer; (ii) the number and type of Products; (iii) the number of licenses or subscriptions; (iv) the term of the license or subscription; and/or (v) any special terms, conditions, or restrictions relating to the use of the Products.

“Service” means Rhombus’s Software-as-a-Service system, currently known as the ‘Console,’ the related Service APIs, mobile apps and infrastructure made available to Customers to access, manage and configure the Hardware, and all related support.

“Service Activation Date” refers to the following: (a) for the license to Service, the date that the Order is accepted; (b) for the licenses to use of any specific Hardware or Monitoring Services that are integrated with the Service, the earlier of: (i) the date set forth in the Order for the respective license to start (often referred to as the ‘Contract Start’ date in the Order), or (ii) the date that the Product is registered to the Console, and the related license is activated by the Customer or their Representative.

“Service APIs” means the application programming interfaces that Rhombus has made available to specific Customers that allow for integration with the Service Console. The Service APIs include related Documentation provided with or in relation to the Service (available at apidocs.rhombussystems.com/). 

“Service Level Agreements” or “SLAs” refers to the service level agreements made available to and for the benefit of Customers that are accessible at https://legal.rhombus.com/end-user-tos/sla, or as otherwise negotiated and reflected in a written agreement between Rhombus and a Customer.

“System Data” means configuration information, log and event data, Product performance data, and statistics regarding the Customer’s use of the Products.

“Taxes” means applicable duties, sales tax, value added tax or any equivalent tax and any applicable withholding taxes, customs, duties and other charges and fees related to the sale of the Products.

“Tier-1 Support” refers to serving as the initial point of contact for Customers requesting assistance with their Products, including, without limitation, (i) providing general information about the Products; (ii) configuration support; (iii) collection of relevant technical problem identification information; (iv) filtering dummy problems from real technical problems; and (v) troubleshooting common technical problems or questions, including problems or questions not directly related to the Products.

2.         Rhombus’s Reseller Program

2.1       Appointment; Scope of Authority. Subject to the terms of this Reseller Agreement, Rhombus hereby appoints Reseller, during the Agreement Term only, as a non-exclusive Authorized Rhombus Reseller that is authorized to market, resell and distribute certain Products from Rhombus or its Distributors (which channel is approved and determined in Rhombus’s sole discretion), and Reseller accepts such appointment. Reseller, at its own expense, is authorized to market, resell and distribute Products listed in the most current version of the Reseller Price Book, to Customers for the Customer’s own use: (i) within the applicable Scope of Use and Territory, and (ii) pursuant to the Customer Terms of Service (as further prescribed in Section 3.4(b): Rhombus’s Customer Terms of Service, below. Reseller’s rights under this Reseller Agreement are non-transferable and non-sublicensable. Reseller may not resell or distribute Products to Customers or third parties for further resale, redistribution, sharing or transfer.

2.2       Reservation of Rights. All sales are subject to the Purchaser placing an acceptable Order. Rhombus reserves the right to reject any Order submitted on behalf of Reseller, or amend and update any Order, but solely if: (i) required to comply with Applicable Laws; (ii) Rhombus lacks inventory to fulfill the Order for reasons beyond Rhombus’s reasonable control; (iii) Rhombus is unwilling to accept any terms or conditions in the applicable Order that materially alter or add to those contained in this Reseller Agreement, or Rhombus’s agreement with an applicable Distributor (as the case may be); or (iv) Purchaser’s Order of any particular Product violates the terms of this Reseller Agreement, including without limitation, if Purchaser or Reseller does not have, in Rhombus’s reasonable opinion, appropriate authority to procure, sell or distribute Product in jurisdictions where Products will be purchased, sold or distributed.

2.3       Changes to Purchasing Terms. Rhombus, at any time and in its sole discretion, may update Reseller’s direct purchase terms set forth in Section 4: ORDERING; SUPPLY AND PAYMENT TERMS; RETURNS, BELOW. Rhombus may add Products and remove any discontinued Products from the Price Book at any time and for any reason. Nothing in this Reseller Agreement prevents either Party from developing or acquiring other suppliers, customers, resellers, distributors or competing products. The updated terms shall take effect immediately for any Order placed as of the date of the notice, but for all other Orders such terms shall be effective no earlier than thirty (30) days after posting.

2.4       Independence. Reseller shall not represent or imply that Reseller is an Affiliate, subsidiary or representative of Rhombus, or is in any other way a legal agent of Rhombus. Reseller is an independent contractor in the performance of each and every part of this Reseller Agreement, is solely responsible for all of its employees and agents and its labor costs and expenses arising in connection therewith. Rhombus is in no manner associated with or otherwise connected with the actual performance of this Reseller Agreement on the part of Reseller, nor with Reseller's employment of other persons or incurring of other expenses. Except as expressly provided herein, Rhombus shall have no right to exercise any control whatsoever over the activities or operations of Reseller.

2.5       Intellectual Property Rights.

(a)       Ownership. As between Rhombus and Reseller, and subject to any rights conferred in this Reseller Agreement, Rhombus will own all right, title and interest in and to the Rhombus Marks and the Intellectual Property Rights associated with the Products. Rhombus reserves all rights not expressly granted in this Reseller Agreement, and except as expressly set forth herein, no licenses are granted by Rhombus to Reseller under this Reseller Agreement, whether by implication, estoppel or otherwise. Further, all references in this Reseller Agreement to the “purchase” or “sale” of the Products means, with respect to each of the Products which are covered by Intellectual Property Rights owned by Rhombus (or Rhombus’s suppliers), the acquiring or granting, respectively, of a license to use such Products, and to exercise any other rights pertaining to such parts which are expressly set forth herein. Any software incorporated into or provided for use in or with a Product (whether initially, as part of maintenance or support or otherwise) is not sold, but rather is licensed solely for the Customer’s internal use only as installed in such Product and strictly in accordance with the Documentation and any other use restrictions applicable for that Product. Reseller and its Customers are not entitled to receive any source code or source documentation relating to such software.

(b)       License to Rhombus Marks. Subject to the terms and conditions of this Reseller Agreement, Rhombus grants Reseller a non-exclusive, limited license to use Rhombus Marks solely to fulfill Reseller’s obligations as set forth in this Reseller Agreement. Each type of use of Rhombus Marks must be pre-approved in writing by Rhombus (approval by email is sufficient) and must be consistent with Rhombus’s branding guidelines provided to Reseller in writing (including as such branding guidelines are updated or changed from time-to-time). Except as set forth in this Section, nothing in this Reseller Agreement will grant to Reseller any right, title or interest in or to Rhombus Marks. All use of Rhombus Marks will inure solely to the benefit of Rhombus. Reseller will promptly notify Rhombus of any use by any third party of Rhombus Marks, or any use by any third party of similar trade names, trademarks, service marks, symbols, and/or logos, which may constitute an infringement or “passing off” of Rhombus Marks. If Reseller (including any Reseller employee) chooses to participate in a Rhombus partner program promotion, Reseller’s participation in such promotion will be governed by the rules set forth in a separate agreement or as otherwise stated through appropriate documentation in the Partner Portal.

(c)       Use of Reseller Marks and Materials. For the Agreement Term, Reseller grants Rhombus a non-exclusive, royalty free, limited license to use Reseller’s business name, logo, address, phone number and web site addresses, to list and advertise Reseller as an Authorized Rhombus Reseller and/or Authorized Rhombus Partner in Rhombus’s advertising and promotional materials, including Product literature and related web sites. Reseller reserves the right to revoke this license at any time, upon reasonable written notice.

3.         RESELLER OBLIGATIONS

3.1       Promotion and Marketing. Reseller will use its best efforts to promote, market, distribute, and support the Products, which will include without limitation: (i) conducting itself in a professional and diligent manner representing the Products; (ii) using only marketing materials relating to the Products that have been approved in writing by Rhombus (approval by email is sufficient); and (iii) meeting standards set by Rhombus for promoting, displaying, demonstrating, and explaining the Products to Customers. Reseller may not use the promotional materials provided by Rhombus for any purpose other than advertising and promoting the Products to prospective Customers. Reseller will conduct business in a manner that does not reflect unfavorably on the Products and the good name, goodwill and reputation of Rhombus, and avoid deceptive, misleading, or unethical practices, and will not knowingly solicit orders from any Customer that engages in such practices.

3.2       Installation; Training. If Reseller is engaged by a Customer to install Product or provide Product training, Reseller shall sell, distribute and support the deployment of the Products on a continuing basis throughout the Agreement Term and the term of the Customer Agreement, and comply with good business practices, including, without limitation, properly installing Products in compliance with all local building codes and regulations, product specifications, and in accordance with Customer’s stated needs and demands, educating and training Customers on the proper use and functionality of the Products, and timely and appropriately responding to Customer inquiries relating to the Products.

3.3       Customer Support. Unless otherwise agreed in writing by Rhombus, email being sufficient, Reseller shall provide, at a minimum, Tier-1 Support for all Products sold to Customers by Reseller. Reseller may contact Rhombus for advanced support if Reseller is unable to resolve the Customer support issues after reasonable diligence and effort. If a Customer requires advanced support (in excess of Tier-1 Support), Reseller shall coordinate with Rhombus to address the Customer’s issue; provided, however, Reseller shall remain the primary contact for the Customer unless otherwise agreed by Rhombus and the Customer.

3.4       Agreements with Customers.

(a)       Reseller’s Customer Agreements. Reseller shall execute Customer Agreements that reference the types and quantities of Products being ordered, as well as delivery, installation and activation dates that are consistent with the Order placed with Rhombus and consistent with information required for Rhombus to discharge its duties under this Reseller Agreement. Such agreements shall not have terms that conflict with or are inconsistent with the terms of this Reseller Agreement or the Customer Terms of Service (as referenced below in Section 3.4(b): Rhombus’s Customer Terms of Service.

(b)       Rhombus’s Customer Terms of Service. Reseller acknowledges that the Customer’s use of the Products is subject to the terms and conditions set forth in the Customer Terms of Service, as may be applicable and which may be updated by Rhombus from time-to-time. Reseller shall direct the Customer to Rhombus if the Customer wishes to negotiate any part of the Customer Terms of Service; provided, however, Rhombus is under no obligation to agree to any terms that are different from the Customer Terms of Service that are generally available. Reseller will ensure that a prominent link to the Customer Terms of Service is included on all Customer AGREEMENTS.

(i)        Service Level Commitments. Rhombus’s Customer commitments regarding service levels are set forth in the Customer Terms of Service. Reseller is fully responsible for satisfaction of any Customer concerns or demands beyond those set forth in the Rhombus SLAs; Reseller shall draft and negotiate its Customer Agreements accordingly. Notwithstanding the foregoing, nothing in this Reseller Agreement shall prohibit Reseller from entering into a separate service level agreement with any Customer, provided such agreement does not apply to Rhombus.

(ii)       Service Credits. Customers may qualify for Service Credits pursuant to the SLAs. Reseller agrees to honor such Service Credits and extend them to Customer, at no additional cost to Customer. Rhombus will notify Reseller if Customer is entitled to such Service Credits. Rhombus makes no representation or warranty to Reseller regarding the SLAs, and hereby disclaims any and all Liabilities to Reseller for any Claim relating thereto.

(iii)      Data Processing Commitments. Rhombus’s Customer commitments regarding data processing are set forth in the Customer Terms of Service (see the Data Processing Addendum). Reseller hereby agrees to comply with all obligations under the DPA that apply to Rhombus. Notwithstanding the foregoing, nothing in this Reseller Agreement shall prohibit Reseller from entering into a separate data processing agreement with any Customer, provided such agreement does not apply to Rhombus. Rhombus makes no representation or warranty to Reseller regarding the DPA, and hereby disclaims any and all Liabilities to Reseller for any Claims relating thereto.

3.5       Product Feedback. Reseller shall keep Rhombus informed as to any Feedback, including without limitation, any problems encountered with the Products and any resolutions arrived at for those problems, and shall communicate promptly to Rhombus any and all modifications, design changes or improvements of the Products suggested by any Customer. If Reseller or any Customer provides any Feedback then, as between Rhombus and Reseller, Rhombus shall own all right, title and interest in and to that Feedback, without the payment of any additional consideration either to Reseller, or its employees, agents or Customers. Reseller hereby irrevocably assigns and agrees to assign all of its right, title and interest in and to the Feedback to Rhombus. To the extent Reseller is unable to assign any of its rights in the Feedback to Rhombus, Reseller hereby grants to Rhombus a perpetual, irrevocable, worldwide, fully paid up license to sell, offer to sell, make, have made, import, use, disclose, copy, distribute, publicly perform, publicly display, modify, create derivative works of and otherwise fully exploit the Feedback for any purpose. The Feedback shall be treated as Rhombus's Confidential Information and Rhombus shall have the unrestricted right to disclose the Feedback for any purpose.

3.6       Reseller Restrictions. Except as expressly authorized by this Reseller Agreement, Reseller will not: (i) modify, copy, disclose, alter or create derivative works of any of the Products, the Documentation, or Rhombus Marks; (ii) disassemble, decompile or otherwise reverse engineer the Products, or otherwise attempt to learn the source code, structure, algorithms or ideas underlying the Products, provided that clause (ii) shall not apply to the extent it is expressly prohibited by Applicable Law; (iii) license, sublicense, resell, distribute, lease or otherwise dispose of any of the Products, the Documentation, or Rhombus Marks; (iv) use any of the Products or the Documentation, or allow the transfer, transmission, export or re-export any of the Products, in violation of the export control laws or regulations of the United States or any other country; (v) cause or permit any other party to do any of the foregoing; (vi) add the Products to any governmental (i.e., local, state, or federal) contract or purchasing consortium unless authorized by Rhombus in writing; (vii) adopt, use or register any words, phrases or symbols that are identical to or confusingly similar to any of the Rhombus Marks, or any Intellectual Property Rights relating to the Products, within any territory (regardless of whether or not such intellectual property is registered in that territory); (viii) challenge or assist others to challenge the Rhombus Marks or other intellectual property of Rhombus, the registration thereof or attempt to register any trademarks confusingly similar to the Rhombus Marks; or (ix) remove, alter or obscure any proprietary notices or any of the Rhombus Marks in or on the Products including copyright notices.

3.7       Compliance. Reseller represents and warrants that it will sell the Products and discharge its obligations under this Reseller Agreement only in accordance with the Documentation and in compliance with all Applicable Laws, including procurement and maintenance of any applicable licenses, registrations, permits, authorizations or approvals. If Reseller is selling Product in a regulated industry or jurisdiction, Reseller represents that it has obtained all necessary licenses, registrations, permits, authorizations or approvals necessary to operate its business as contemplated by this Reseller Agreement and is in compliance (and will use its best efforts to remain in compliance) with all Applicable Laws regarding the conduct of its business. Reseller shall not engage in, or acquiesce in, any extortion, kickbacks, or other unlawful or improper means of obtaining business or promoting the Products. Reseller shall promptly inform Rhombus of any Claim, whether threatened or pending, that comes to Reseller’s attention and involves Rhombus or the Products, and immediately notify Rhombus of any known or suspected breach of the Customer Terms of Service or other unauthorized use of the Products by any Customer.

3.8       Insurance. During the Agreement Term, Reseller shall maintain at Reseller’s sole cost and expense, the following insurance from companies with A. M. Best Ratings of A+ VII ratings or better:

(a)       Workers’ Compensation insurance with statutory limits and employer’s liability coverage of not less than $1,000,000; 

(b)       Commercial General Liability insurance with a minimum limit of $1,000,000 per occurrence, and $2,000,000 in the aggregate, which insurance shall cover the following: Premises Operations, and Products-Completed Operations. Coverage must: (i) include broad form Property Damage, broad form Contractual Liability, Personal Injury and Independent Licensee’s Liability; and (ii) include a Waiver of Subrogation;

(c)       Umbrella liability insurance with a limit of $1,000,000 per occurrence and a general aggregate of $1,000,000; and

(d)       To the extent selling Monitoring Services or installing alarm systems, Alarm Installer Errors & Omissions with a limit of $1,000,000 per occurrence.

Upon reasonable request, Reseller shall, by specific endorsements to its Primary and Umbrella/Excess liability policy, cause Rhombus to be named as additional insureds on a primary and non-contributory basis. Reseller shall, by specific endorsement to its primary liability policy, cause the coverage afforded to the additional insureds thereunder to be primary to and not concurrent with other valid and collectible insurance available to Rhombus. Reseller shall, by specific endorsement to its umbrella/excess liability policy, cause the coverage afforded to Rhombus thereunder to be first tier umbrella/excess coverage above the primary coverage afforded to Rhombus and not concurrent with or excess to other valid and collectible insurance available to Rhombus. Within thirty (30) days of receiving a written request, Reseller must submit a Certificate of Insurance to Rhombus with respect to each policy identified above.

4.         ORDERING; SUPPLY AND PAYMENT TERMS; RETURNS

4.1       Orders. Rhombus is not obligated to sell or provide any Products except as specifically set forth in a written Order or Purchase Order accepted by Rhombus. Reseller shall not place or attempt to place any Order, directly or indirectly, unless Reseller is an Authorized Rhombus Partner.

(a)       Ordering from Distributors. For Orders placed through a Distributor, all fees payable for the Products, and applicable shipping and delivery terms, will be as agreed upon separately between Reseller and Distributor.

(b)       Ordering from Rhombus Directly; Payment Terms.

(i)        Pricing. For Orders placed directly with Rhombus, Reseller will be entitled to purchase the Products at the various discounted prices set forth on the then-current Price Book (which may be unilaterally amended by Rhombus from time-to-time, upon no shorter than thirty (30) days’ notice), depending on whether it is a Reseller-Sourced Opportunity or an opportunity initiated by Rhombus or a Distributor. Prices are on a net basis and exclusive of any taxes or shipping charges, which shall be borne by Reseller. Except where prohibited by Applicable Law, Reseller will advertise the Products, including in both print and online materials, only at the list prices set forth in the applicable Price Book. However, Reseller may sell the Products at any price agreed upon between Reseller and the Customer.

(ii)       Invoices. For new Product Orders, Rhombus will invoice Reseller no earlier than the shipping date for the Products covered by such invoice. For Product licenses and subscriptions that auto renew, Rhombus will invoice Reseller no sooner than thirty (30) days before the expiration of the current License Term. Notwithstanding any pre-printed terms or conditions on Rhombus's invoices, this Reseller Agreement shall apply to and govern all invoices issued by Rhombus hereunder.

(iii)      Payments. Any undisputed sum due to Rhombus pursuant to this Reseller Agreement shall be payable as follows: net thirty (30) days after the invoice receipt. Late Payments may be subject to a finance charge of 1.5% per month on all outstanding balances owed to Rhombus by Reseller. Reseller will notify Rhombus of any disputed portion of an invoice, will timely pay the undisputed amounts and the Parties shall work in good faith to resolve any related dispute within fifteen (15) days after Rhombus’s receipt of Reseller’s notice of dispute (the “Resolution Period”). During the Resolution Period, Reseller will not be required to pay any disputed amounts under an invoice and its withholding of such disputed payment will not constitute a breach of this Reseller Agreement or be grounds for Rhombus to suspend its obligations under this Reseller Agreement. However, notwithstanding the terms set forth in Section 6.2(a)(iii), should the Parties fail to resolve the dispute during the Resolution Period, Rhombus shall be permitted to terminate this Reseller Agreement and any pending Orders effective upon notice to Reseller.

(iv)      Taxes. Product prices and fees do not include any federal, state, foreign, provincial, regional, county, or local sales, use, excise, or other taxes. Reseller agrees to provide Rhombus with valid and appropriate resale tax exemption certificates, acceptable to both Parties and the applicable taxing authority, whereby upon receipt no taxes of any kind shall be invoiced, including, but not limited to sales and use, VAT, or GST tax, without prior written approval of Reseller.

(c)       Resolving Conflicting Terms in Orders and Purchase Orders. In the event the terms and conditions expressly set forth in any Order or Purchase Order conflict with the terms and conditions of this Reseller Agreement, the Order’s or Purchase Order’s conflicting terms and conditions shall only supersede the conflicting terms and conditions in this Reseller Agreement for purposes of that specific Order if the Order or Purchase Order expressly references the provision(s) of this Reseller Agreement which it intends to modify, and such Order or Purchase Order is signed by an authorized representative of each Party; otherwise the terms and conditions of this Reseller Agreement shall govern and control and any conflicting terms shall be deemed stricken and not accepted. Reseller shall ensure that no conflicting terms are incorporated with Orders placed through Distributors unless Reseller first executes an agreement with Rhombus addressing such terms.

(d)       License and Product Ownership. Hardware and License and ownership and the designated account administrator of records for any actions requested of Rhombus will initially be based on information provided to Rhombus in the initial Order submitted by the Purchaser, or entered into the Console when first configuring the Console and/or registering the Products. Licenses are generally non-transferrable. However, any requested transfer of the ownership of Hardware, and/or requested changes to the designation of the account administrator of records, must first be authorized by the existing account administrator of record. The designated account administrator of records shall be empowered to make all decisions regarding the Products assigned to the account of the Customer. Rhombus reserves the right to prohibit transfers that lack appropriate authorization.

4.2       Order Alterations or Cancellations. At any time prior to the shipment of the physical Products, Rhombus will accept Purchaser’s request for alterations to an Order in order to: (a) change a delivery location; (b) modify the quantity or type of Products to be delivered; or (c) correct typographical or clerical errors. The Purchaser may likewise cancel an Order without charge or penalty up to twenty-four (24) hours prior to the shipment date of the Products. All Orders are otherwise non-cancellable once the physical Products are delivered to the Purchaser’s carrier, as described in Section 4.6: Delivery, below. Notwithstanding the terms above in this Section that address changes to or cancellation of physical Products, Rhombus will accept Purchaser’s request for alterations to Orders for Services at any time prior to the Service Activation Date.

4.3       Order Risk Mitigation. Reseller will use commercially reasonable efforts not to combine Products intended for resale to multiple Customers within a single Order but rather will use a separate Order for each Customer. If Reseller ships Product ordered by one Customer to a different Customer, or installs (or contracts with a third-party to install) Products intended for one Customer at another Customer’s location, then Reseller will ensure: (a) such Product is claimed and registered correctly by the receiving Customer prior to installation; (b) the original Customer is informed of the change, and provided an updated list of device serial numbers for the Products that are installed at their location; and, (c) in connection with any installation services, will otherwise comply with the instructions set forth in the Documentation.

4.4       No Inventory Stocking. Reseller may not issue “stocking” orders, meaning Product orders intended to be held as inventory for future resale, without written approval from a vice president at Rhombus (approval by email is sufficient).

4.5       Deal Registration. Purchasers may individually register new sales opportunities with Rhombus by submitting the opportunity to Rhombus via the registration form provided in Rhombus's Partner Portal. Successfully registered deals may secure additional discounts. The registration of a Reseller-Sourced Opportunity (or any opportunity) must be approved by Rhombus, in its sole discretion, following an initial contact with the Customer to qualify the opportunity. If such approval is granted, then the Reseller-Sourced Opportunity will be considered a Registered Opportunity and will be subject to the Deal Registration Program terms that are available at that time, as set forth in the Partner Portal. For Registered Opportunities granted to Reseller, Rhombus shall not directly pursue such opportunity, circumventing Reseller, without Reseller’s prior written approval (approval by email is sufficient); provided however, nothing in this Reseller Agreement shall prevent Rhombus from selling and/or servicing Customers if Customers elect to purchase Products through other AUTHORIZED RHOMBUS PARTNERS. For any Registered Opportunity of Reseller, should Rhombus sell Product to such Customer through other Authorized Rhombus Partners, Rhombus shall not provide a deal registration pricing discount to such other Authorized Rhombus Partner.

4.6       Delivery. All Products will be delivered Ex Works at Rhombus’s designated facility (as per Incoterms 2020), and title to Products and risk of loss shall pass to Purchaser at that time. Delivery terms may be separately negotiated by Purchaser, subject to written approval of a vice president at Rhombus (approval by email is sufficient). Purchaser shall have the right to select the common carrier and procure appropriate insurance, and all charges for transportation of the Products shall be paid by Purchaser. If Purchaser does not select a common carrier, Rhombus may arrange for delivery at Purchaser’s sole cost and expense. However, Rhombus shall have no obligation to procure shipping insurance, including any insurance to protect Products against mis-delivery, or damage, theft, or loss of Products while in transit. Purchaser must ensure the proper delivery location is designated on the Order or Purchase Order. Rhombus will make commercially reasonable efforts to deliver Products to the address on the Order or Purchase Order on the date specified. If, after acceptance of the Order, Rhombus determines that it cannot meet a specified delivery date, Purchaser may then, at its sole discretion, either: (a) request a new delivery date; (b) request delivery of any Products that are available; or (c) cancel all or any part of the Order without any penalty or liability. Rhombus will, at no additional cost to Purchaser, employ accelerated measures such as expedite fees, premium transportation costs, or overtime required to meet the specified delivery schedule in the Order. Purchaser’s rights under this Section are Purchaser’s exclusive remedy for Rhombus’s failure to timely provide any Products.

4.7       Returns.

(a)       Purchaser Returns. The Purchaser shall have the right to return Products to Rhombus for Return Credit as follows:

If a Distributor is the Purchaser, Reseller acknowledges that the Return Credit will be applied to the Distributor’s account and not paid to Reseller or the Customer, and Reseller’s sole and exclusive recourse for obtaining such credits will be subject to their agreement with the Distributor; Reseller agrees to hold Rhombus harmless for recovery of any such Return Credits if Rhombus has provided such Return Credits to the Distributor.

(b)       Customer Returns. Reseller shall refer Customers to follow the terms set forth in the Customer Terms of Service to process any unsatisfied Customer returns, or any Hardware warranty claims. If Reseller is engaged to assist a Customer with such requests, prior to returning the Products Reseller will comply with the terms of the Customer Terms of Service that are applicable to the Customer. If Customer submits a claim pursuant to the terms of the unsatisfied Customer Return, Rhombus will refund the Purchaser the amount originally received for all returned Hardware and corresponding Service licenses. Reseller agrees to hold Rhombus harmless for recovery of any such Return Credits if Rhombus has provided such Return Credits to the Distributor. To the extent Reseller receives the value of such Return Credit, Reseller agrees to refund to the Customer the amount Reseller originally received for all returned Hardware and corresponding Service licenses.

5.         Limited Warranty; Indemnity; LIMITATION OF LIABILITY

5.1       Limited Warranty. Rhombus makes all warranties regarding the Products directly to Customers via the Customer Terms of Service (the “Limited Warranty”). Rhombus will not be liable for any different or additional warranties or other commitments Reseller makes to Customers. EXCEPT AS EXPRESSLY STATED IN THIS SECTION 5.1, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RHOMBUS DISCLAIMS ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES AND CONDITIONS WITH RESPECT TO THE PRODUCTS, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. This Limited Warranty conveys specific legal rights. Reseller may also have other legal rights that vary by state, province or jurisdiction. The disclaimers and exclusions under this Limited Warranty will not apply to the extent prohibited by Applicable Law. Reseller’s sole and exclusive remedy with respect to any Limited Warranty or defect is set forth in this Section. Reseller is fully responsible for the satisfaction of its Customers and will be responsible for all Liabilities incurred by Rhombus with respect to any Claims asserted by Reseller's Customers beyond Rhombus' above Limited Warranty obligation.

5.2       Indemnity.

(a)       Rhombus Indemnity. Reseller, as an Indemnifying Party, will indemnify, defend and hold the Rhombus Indemnified Parties from and against any Liabilities, which may be suffered by, accrued against, charged to, or recoverable from the Rhombus Indemnified Parties arising out of or relating to any Claims based upon: (i) Reseller's activities, or those of its employees or agents, including without limitation, providing representations or warranties not expressly authorized in this Reseller Agreement or the Customer Terms of Service (or failing to disclose all limitations on warranties and liabilities set forth or referenced herein or therein on behalf of Rhombus) to Customers; (ii) any improper use or disposition of the Products by Reseller, or any modification, installation, service or repair of the Product not performed by Rhombus (including the proscribed activity listed in Section 5.2(b): Reseller Indemnity), and including any breach by Reseller of Section 4.3: Order Risk Mitigation; (iii) any violation of the license rights granted or restrictions imposed by Rhombus pursuant to this Reseller Agreement; (iv) breach of any representation or warranty under this Reseller Agreement, including any breach of Reseller’s obligations under this Reseller Agreement; (v) any violation of Applicable Laws by Reseller or Reseller’s Affiliates, directors, agents, representatives, employees, or subcontractors, including any jurisdiction-specific laws that apply to the Reseller’s activities; or (vi) any act, error or omission, and/or any negligent or willful misconduct, of Reseller or any of its Affiliates, directors, agents, representatives, employees, or subcontractors, provided that such act, error, omission, or misconduct directly relates to the Reseller's obligations under this Reseller Agreement.

(b)       Reseller Indemnity. Rhombus, as an Indemnifying Party, will indemnify, defend and hold harmless the Reseller Indemnified Parties from and against any and all Liabilities incurred by the Reseller Indemnified Parties to the extent arising out of any Claims alleging infringement, violation or misappropriation of any valid third party Intellectual Property Right by the Products sold to Reseller pursuant to this Reseller Agreement, unless the third party Claim arises out of: (1) the combination or use of the Products with any product, service or process not provided by Rhombus; (2) Rhombus’s compliance with any requirements or specifications provided by Reseller or the Customer; (3) any modification made to a Product by any person or entity other than Rhombus; or (4) where Reseller or Customer continues any allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement; provided, however, that the indemnity provided under this Section 5.2(b) shall not exceed in the aggregate two times (2x) the fees paid or payable in the contract calendar year in which the Claim arose. This Section 5.2(b) sets forth Rhombus’s sole and exclusive liability, and Reseller’s exclusive remedies, for any Claim of infringement or misappropriation of Intellectual Property Rights, except where prohibited by Applicable Law. THE FOREGOING IS IN LIEU OF ANY WARRANTIES OF NONINFRINGEMENT, WHICH ARE HEREBY DISCLAIMED.

(c)       Notification and Settlement. Upon the threat of any Claim the Indemnified Party shall: (i) give the Indemnifying Party prompt written notice of any Claim for which any Indemnified Party is seeking indemnity; provided however, the failure to give timely notice shall not relieve the Indemnifying Party of its obligations under this Section 5.2, except to the extent that the Indemnifying Party has been prejudiced by the Indemnified Party’s failure to provide timely notice; (ii) grant complete control of the defense and settlement to the Indemnifying Party; provided, however, if the Indemnifying Party selects counsel that is not acceptable to the other Party, the Indemnified Parties may participate with counsel of their (collective) choosing at their own expense; and (iii) reasonably cooperate with the Indemnifying Party, at the Indemnifying Party’s expense, in the defense and settlement of such Claim. The Indemnifying Party shall not, without the prior written consent of the other Party, affect any settlement of a Claim unless such settlement either: (A) includes an unconditional release of the Indemnified Parties from all Liabilities arising from such Claim against the Indemnified Parties, or (B) is consented to in writing by the other Party, which consent shall not be unreasonably withheld, conditioned or delayed.

5.3       Limitation of Liability.

(a)       Limitations. SUBJECT TO SECTION 5.3(B): EXCEPTIONS, BELOW, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR: (1) ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES OR LOSSES, INCLUDING LOSS OF USE, LOSS OF OR DAMAGE TO RECORDS OR DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, LOST REVENUES AND/OR PROFITS, SUSTAINED OR INCURRED REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, ANY OTHER LEGAL OR EQUITABLE THEORY OR OTHERWISE, INCLUDING NEGLIGENCE, STRICT LIABILITY, INDEMNITY (EXCEPT AS EXPRESSLY PROVIDED IN THIS RESELLER AGREEMENT) OR OTHERWISE, AND WHETHER OR NOT SUCH DAMAGES WERE FORESEEN OR UNFORESEEN AND REGARDLESS OF WHETHER SUCH PARTY HAD RECEIVED NOTICE OR HAD BEEN ADVISED, OR KNEW OR SHOULD HAVE KNOWN, OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES; OR (2) DIRECT DAMAGES THAT, IN THE AGGREGATE ARE IN EXCESS OF THE GREATER OF AMOUNTS PAID OR PAYABLE TO RHOMBUS BY RESELLER DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE DATE THE CAUSE OF ACTION AROSE; PROVIDED HOWEVER, THE LIABILITY UNDER THIS SECTION 5.3(a)(2) SHALL NOT EXCEED ONE MILLION ($1,000,000) US DOLLARS.

(b)       Exceptions. THE LIMITATIONS IN SECTION 5.3(a): LIMITATIONS, ABOVE, SHALL NOT APPLY TO: (1) DAMAGES OR LOSSES RESULTING FROM OR IN CONNECTION WITH THE BREACH BY EITHER PARTY, INCLUDING BY THEIR REPRESENTATIVES, OF ITS OBLIGATIONS OF CONFIDENTIALITY UNDER SECTION 7: CONFIDENTIALITY, BELOW; (2) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS PURSUANT TO SECTIONS 5.2: INDEMNITY; OR (3) ANY BREACH BY RESELLER OF SECTION 3: RESELLER OBLIGATIONS, OR THE LICENSE RIGHTS OR RESTRICTIONS GRANTED BY RHOMBUS PURSUANT TO THIS RESELLER AGREEMENT.

6.         TERM AND TERMINATION.

6.1       Agreement Term. This Reseller Agreement will continue in force for one (1) year after the Effective Date unless terminated earlier pursuant to this Section 6 (the “Initial Term”). After the Initial Term, the Reseller Agreement will automatically renew for consecutive one (1) year periods (each a “Renewal Term”), unless either Party provides the other Party with written notice of non-renewal at least sixty (60) days prior to the end of the then-current Initial Term or Renewal Term, as applicable.

6.2       Termination.

(a)       Termination For Cause. This Reseller Agreement may be terminated by a Party for cause immediately by written notice upon the occurrence of any of the following events:

(i)        If the other Party ceases to do business or otherwise terminates its business operations without a successor; or

(ii)       If the other Party fails to promptly secure or renew any license, registration, permit, authorization or approval for the conduct of its business in the manner contemplated by this Reseller Agreement or if any such license, registration, permit, authorization or approval is revoked or suspended and not reinstated within five (5) days; or

(iii)      If the other Party breaches any material provision of this Reseller Agreement and fails to cure such breach within thirty (30) days (ten (10) days in the case of a failure to pay) of written notice describing the breach; or

(iv)      If the other Party becomes insolvent or seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or if any such proceeding is instituted against the other Party (and not dismissed within ninety (90) days).

(b)       Termination Without Cause. Either Party may terminate this Reseller Agreement at any time for its convenience upon sixty (60) days' prior written notice to the other Party.

(c)       Changes in Control. Rhombus may terminate this Reseller Agreement upon written notice to Reseller if Reseller is acquired by or merges with a third party or there is a Change in Control of Reseller. A “Change in Control” shall mean any transaction or series of related transactions in which a person or entity acquires, directly or indirectly, more than fifty (50%) percent of the voting stock or ownership interests of the Reseller.

6.3       No Guarantee of Continued Reseller Status. Each Party understands that the rights of termination hereunder are absolute and that it has no rights to a continued relationship with the other after termination except as expressly stated herein. Neither Party shall incur any liability whatsoever for any damage, loss or expenses of any kind suffered or incurred by the other Party (or for any compensation to the other Party) to the extent arising from or incident to any termination of this Reseller Agreement by such Party that complies with the terms of the Reseller Agreement whether or not such Party is aware of any such damage, loss or expenses.

6.4       Effect of Termination. Upon termination of this Reseller Agreement for any reason:

(a)       Rhombus may elect to continue or terminate any Order then pending;

(b)       All licenses and other rights granted to Reseller under this Reseller Agreement will become null and void; provided however, Reseller may continue to distribute Products in its inventory on the date of termination under the terms and conditions of this Reseller Agreement for sixty (60) days after such termination (but if termination is for Reseller’s breach of any terms and conditions of this Reseller Agreement, such continued activity will only be with approval of a vice president at Rhombus - email is sufficient; this sixty day period may be referred to as the “Wind Down” period);

(c)       Reseller will surrender all copies of Confidential Information, catalogs, literature and other Rhombus materials in its possession or control, or at Rhombus’s option, destroy such materials, and certify their destruction in writing to Rhombus;

(d)       All outstanding obligations or commitments of either Party to pay amounts to the other Party, if any, will become immediately due and payable; and

(e)       Reseller shall reasonably cooperate with Rhombus and the Customer to transition the continued support of the Customer to an Authorized Rhombus Partner.

(f)        Sections 2.5, 3.2-5, 3.7-8, 4.1, 4.6-7, 5, 6.4, 7 and 8 of this Reseller Agreement, and each other provision of this Reseller Agreement that provides for rights or remedies that by their terms or reasonable implication are to be performed, in whole or in part, after the termination of this Reseller Agreement, will survive termination and continue in full force and effect.

Termination is not an exclusive remedy under this Reseller Agreement, and all other remedies at law and in equity will be available whether or not termination occurs.

7.       CONFIDENTIAL INFORMATION

7.1       Non-Disclosure and Non-Use of Confidential Information.  Recipient shall not, directly or indirectly, without clear, express and unequivocal prior written approval (email being sufficient) of Discloser in each instance, or unless otherwise expressly permitted herein, use for its own benefit, publish or otherwise disclose to others, or authorize the use by others for their benefit, or to the detriment of Discloser, any of Discloser's Confidential Information. Recipient shall carefully restrict access to Discloser's Confidential Information to only those of its and its Affiliates' officers, directors, employees, agents, contractors, and representatives (collectively, "Representatives") who: (i) clearly require such access in order to participate on behalf of Recipient, in the analysis and negotiation of any Order, or the evaluation or discharge of any duties or obligations under this Reseller Agreement; (ii) who are bound by confidentiality obligations that protect third party information which are at least as restrictive and protective as those contained in this Reseller Agreement; and (iii) who are not (or do not work for) direct competitors of Discloser. Recipient shall not, without the prior consent of Discloser (email being sufficient): (A) use, copy, distribute and/or remove any of Discloser's Confidential Information from Recipient's premises except to the extent necessary or appropriate to carry out the purposes of this Reseller Agreement or any Order, and/or (B) retain, use or disclose Confidential Information for any purpose other than for the specific purpose of performing its obligations under this Reseller Agreement.  Recipient and its Representatives will employ all security measures used for their own proprietary information of similar nature.  Recipient shall be liable for any acts and omissions of its Representatives related hereto.

7.2       Injunctive Relief. The Parties understand and acknowledge that any disclosure or misappropriation of any of Confidential Information in violation of this Reseller Agreement may cause irreparable harm, for which monetary damages alone may not be an adequate remedy and, therefore, agrees that Discloser shall have the right to apply to a court of competent jurisdiction for an order immediately restraining any such further disclosure or misappropriation and for other equitable relief, without objection and without the requirement of posting a bond or other form of security.  Such right of each Party is in addition to the remedies otherwise available under this Reseller Agreement or otherwise at law or equity.

8.         GENERAL TERMS

8.1       General Representations and Warranties. Each Party represents, warrants and covenants to the other that:  (i) it shall at all times during the Agreement Term be duly organized and existing in good standing under the laws of the jurisdiction of its organization and qualified and licensed to do business in any other jurisdiction in which it is required to be so qualified and/or licensed in order to perform its obligations under this Reseller Agreement, including providing Products to Customers (as applicable); (ii) it has taken all necessary action to authorize the execution and delivery of this Reseller Agreement and its performance hereunder, and such actions will not violate any agreement, order or Applicable Law, and there are no required third party consents; (iii) there is no litigation, proceeding or claim, threatened or pending, which could adversely affect its performance under this Reseller Agreement; and (iv) it has no knowledge of any fact or circumstance which would adversely affect its ability to perform its obligation under this Reseller Agreement.

8.2       Assignment. This Reseller Agreement and any Orders, and the rights and obligations hereunder and thereunder, are not transferable or assignable by Reseller, in whole or in part, including by operation of law, without the prior written consent of Rhombus. Rhombus may freely assign or transfer this Reseller Agreement and/or any Orders, the rights and obligations hereunder and thereunder. Any other assignment will be void and of no force and effect. This Reseller Agreement shall be binding upon and shall inure to the benefit of either Party and its permitted successors and assigns.

8.3       Notices. All notices under this Reseller Agreement shall be in writing, and shall be delivered personally or sent by certified mail (postage prepaid, return receipt requested), by a nationally recognized overnight courier (receipt requested), or by email to the email address set forth below. Each notice will be deemed to have been received by the Party to whom it was addressed: (i) when delivered if delivered personally, (ii) when received if sent by overnight courier, (iii) on the fifth business day after the date of mailing if sent by certified mail, or (iv) in the case of email, on the date sent by email if sent during normal business hours (9a.m. to 5p.m. PST), and on the next business day if sent after normal business hours.  Each Party may change its address for purposes of this Reseller Agreement by giving written notice to the other Party.

If to Rhombus:                             If to Reseller:

Rhombus Channel Sales               To the administrator of the Console

1610 R Street, Suite 350

Sacramento, CA 95811

partners@rhombus.com

With a copy to:

Rhombus Systems, Inc.

Office of the General Counsel

1610 R Street, Suite 350

Sacramento, CA 95811

legal-notices@rhombus.com

8.4       Governing Law; Attorneys’ Fees. This Reseller Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws provisions. No provision of the United Nations Convention on Contracts for the International Sale of Goods shall apply to this Reseller Agreement. In the event any litigation, arbitration, mediation, or other proceeding ("Proceeding") is initiated by either Party against the other Party to enforce, interpret or otherwise obtain judicial or quasi-judicial relief in connection with this Reseller Agreement, the Prevailing Party in such Proceeding shall be entitled to recover from the unsuccessful Party all costs, expenses, and reasonable attorneys’ fees relating to or arising out of such Proceeding (whether or not such Proceeding proceeds to judgment). As used herein, the term “Prevailing Party” will mean and refer to the Party who most nearly obtains the result it is seeking in such Proceeding.

8.5       Severability. In the event that any provision of this Reseller Agreement shall be determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Reseller Agreement shall otherwise remain in full force and effect and enforceable.

8.6       Waiver. All waivers must be in writing and signed by the waiving Party.  The failure of either Party to enforce its rights under this Reseller Agreement at any time for any period shall not be construed as a waiver of such rights.

8.7       Entire Agreement. This Reseller Agreement supersedes all proposals, oral or written, all negotiations, conversations, or discussions between or among the Parties relating to the subject matter of this Reseller Agreement and all past dealing or industry custom. No changes or modifications are to be made to this Reseller Agreement unless evidenced in writing, specifically referencing this Reseller Agreement and the respective Sections that are to be amended, and signed for and on behalf of both Parties.