1. Partner shall sell products manufactured by Lorex (“Lorex Products”) to its customers and in no case to any party that intends to resell the Lorex Products in the grey market or to a party that manufacturers or sells similar products to Lorex Products without prior written consent.
  2. Partner may appoint Subpartners provided that they agree to the terms and conditions of this Agreement and provided that Partner shall be fully liable for the acts, errors and omissions of the Subpartners.
  3. Partner shall not promote, market, advertise, offer to sell or sell any Lorex Products on or through any online marketplaces or auctions including but not limited to Amazon, eBay, Target, Walmart, Best Buy, Craigslist, Newegg, or Overstock without Lorex’s prior written consent.
  4. Partner shall comply with all applicable federal, provincial, state or local government laws and regulations including but not limited to knowingly selling the Lorex Products directly or indirectly to any US federal, state or local government, federally funded project or federal government contractor contrary to US laws.
  5. Partner shall not engage in any action, business or activity that tends to disparage, dilute the value of or reflect negatively on the Lorex Products or any Lorex trademark.
  6. Partner shall ensure that customer inquiries, questions and complaints about the Partner and its products and services are directed to
  7. Partner shall fully cooperate and comply with Lorex’s reasonable instructions regarding any Lorex Product recall event or necessary safety information dissemination effort.
  8. Partner shall exercise due care in handling the Lorex Products and shall store the Lorex Products in accordance with any directions on Lorex Product labels or other storage guidelines specified by Lorex from time to time.
  9. Upon receipt of the Lorex Products, Partner shall inspect the Lorex Products or their packaging for damage, defect, evidence of tampering, or other non-conformance (“Defect”). If any Defect is identified, Partner must promptly report any concerns to Lorex.
  10. Lorex grants to Partner a non-exclusive, non-transferable and royalty-free license to use the Lorex trademarks solely for the limited purpose of reselling and performing services for Lorex Products. Other than the express license granted by this Agreement, Lorex grants no right or license to Partner, by implication, estoppel or otherwise, to any intellectual property rights of Lorex or its licensors.  Partner grants to Lorex a non-exclusive, non-transferable and royalty-free license to use Partner’s trademark, name and logo in any medium worldwide during the term of this Agreement.
  11. Partner shall not distribute marketing materials regarding Lorex Products unless and until Lorex has approved the content in writing or by email.
  12. During the term of this Agreement, Lorex may publicly refer to Partner as an authorized Partner of Lorex and Partner may publicly refer to itself as an authorized Lorex Partner. Partner may not refer to the relationship between the parties as a partnership, joint venture, affiliation or any other term that suggests Lorex is responsible for the resales of Lorex Products and services performed by Partner.
  13. Partner will submit orders for Lorex Products via email, text, Lorex portal or any other means as may be mutually agreed to between the parties. Orders are non-cancellable and non-refundable after shipment by Lorex.   Once Lorex Products are shipped, they are eligible for a refund in accordance with Lorex’s refund policy.
  14. All fees are exclusive of taxes, charges, duties, insurance, shipping expenses, special packing expenses and other applicable expenses. Acceptable payment methods include Visa, MasterCard, American Express or Discover credit cards, PayPal, Amazon Pay, Apple Pay, ACH, wire transfer and bank money order.
  15. Lorex offers free shipping for all orders by Partners and free returns within sixty (60) days of purchase in accordance with Lorex’s return policy, as amended from time to time.
  16. Risk of loss and title with respect to Lorex Products purchased hereunder shall pass to Partner at the time that the Lorex Products are delivered to the stated street address in accordance Partner’s instructions. To the extent practicable, Lorex shall cooperate with Partner in tracking lost shipments and shall file claims with the appropriate carrier in the event of lost shipments.
  17. Lorex shall provide a two (2) year limited warranty regarding Lorex Products (“Limited Hardware Warranty”) solely to and for the benefit of Partner’s customers, as set out in Lorex's Partner Program and such warranty shall commence when the Lorex Product is delivered and installed by Partner for its customer.  No warranty is extended to Partner under this section of this Agreement. Partner shall not provide any warranty on behalf of Lorex other than the Limited Hardware Warranty described in this section.  THIS SECTION SETS FORTH LOREX'S ENTIRE LIABILITY FOR ANY BREACH OF ANY WARRANTY RELATING TO THE LOREX PRODUCTS.
  18. All information made available to Partner is confidential or proprietary information. All such information shall be used by Partner solely for the purposes of this Agreement and shall not be disclosed to any third party without the prior consent of Lorex.  Partner shall notify Lorex without delay, but in any event no later than 72 hours, after Partner becomes aware of an actual or reasonably suspected access, use, disclosure, tampering, destruction, breach or loss of any Lorex information.  Upon termination of this Agreement, if required by Partner, all information shall be securely destroyed in accordance with the standards directed by Lorex.
  19. Partner consents to the collection, use and disclosure of its personal information. For the avoidance of doubt, business contact information (including name, title, business address, business telephone number and business email address) is not by itself be deemed to be personal information.  For more information, see Lorex’s Privacy Policy, as amended from time to time and located at lorex.com.
  20. LOREX MAKES NO EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER, INCLUDING ANY WARRANTIES OF: (i) MERCHANTABILITY; (ii) FITNESS FOR A PARTICULAR PURPOSE; (iii) NON-INFRINGEMENT; (iv) PERFORMANCE OF LOREX PRODUCTS TO STANDARDS SPECIFIC TO THE COUNTRY OF IMPORT, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE; OR (v) THAT THE LOREX PRODUCTS ARE FREE OF VIRUSES, HARMFUL CODE, TROJAN HORSES, BACKDOORS, OTHER PROGRAMS, HACKING OR SECURITY INTRUSION, ALL OF WHICH ARE EXPRESSLY DISCLAIMED AND PARTNER AGREES IT HAS NOT RELIED ON ANY REPRESENTATION OR WARRANTY MADE BY LOREX EXCEPT AS SPECIFICALLY DESCRIBED IN SECTION 17 OF THIS AGREEMENT.
  21. Lorex shall defend Partner from and against all Losses awarded against Partner in a judgment arising out of any claim of a third party alleging that the Lorex Products infringe the intellectual property right of a third party. Lorex may, at its sole option and expense, notify Partner in writing to cease selling and performing services in relation to Lorex Product(s).   Lorex shall not be obligated to defend Partner against any claim if the claim arises out of or results from, in whole or in part:  (a) use of a Lorex Product in combination with any products, materials, or equipment supplied to the customer by Partner, if the infringement would have been avoided by the use of the products not so combined; or (b) any modifications or changes made to the product for customer, if the infringement would have been avoided without the modification or change. Lorex is not responsible for installation issues including but not limited to product failure, installation of a combination of products not intended to be combined, intellectual property infringement of a third party or any other issue that arises from the installation of a product not purchased through the Lorex Partner Program.
  22. Partner shall indemnify, hold harmless and defend Lorex and their shareholders, officers, directors, employees, agents, successors and assigns (“Lorex Indemnified Parties”) against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, and fees and cost of pursuing any insurance providers, incurred by Lorex Indemnified Parties (collectively, "Losses"), against any and all loss, theft, destruction, damage to property, bodily injury, death, infringement of a third party’s intellectual property rights or any other act, error or omission caused by the Partner for its resale of Lorex Products and performance of services for its customers.  Partner shall also indemnify, hold harmless and defend the Lorex  ndemnified Parties against any and all Losses rising out of or relating to a  reach of any representation, warranty, or covenant provided in this  agreement, violation of applicable laws or regulations by Partner or use of copying or compliance by Lorex with Partner’s specifications, instructions or requirements.
  23. IN NO EVENT IS LOREX LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO ANY BREACH OF THIS AGREEMENT, REGARDLESS OF: (A) WHETHER THE DAMAGES WERE FORESEEABLE; (B) WHETHER OR NOT THE BREACHING PARTY WAS ADVISED OF THE POSSIBILITY OF THE DAMAGES; AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) ON WHICH THE CLAIM IS BASED AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE
  24. LOREX'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL NOT EXCEED THE TOTAL OF THE AMOUNTS PAID AND AMOUNTS ACCRUED BUT NOT YET PAID TO LOREX UNDER THIS AGREEMENT IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
  25. Partner shall maintain appropriate insurance such as worker’s compensation insurance, errors and omissions, general liability and automobile liability or the equivalent insurance policies.
  26. Partner shall obtain and maintain all licenses and permits necessary to operate its business.
  27. Lorex may terminate this Agreement without notice: a) for convenience at any time; or b) if the Partner breaches this Agreement or any Lorex policy and either the breach cannot be cured or, if the breach can be cured, it is not cured by the other party within thirty (30) days after the other party’s receipt of notice of breach.
  28. Upon termination of this Agreement, Partner shall immediately pay all unpaid invoices to Lorex. Partner shall immediately cease to operate as a “Lorex Partner” and shall not thereafter, directly or indirectly, represent itself to the public as a “Lorex Partner” except for the purpose of reselling any Lorex Products remaining in its inventory.
  29. THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE APPLICABLE LAWS OF THE PROVINCE OF ONTARIO AND CANADA, WITHOUT REFERENCE TO THE CONFLICTS OF LAWS PROVISIONS. THE PARTIES AGREE THAT THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS SHALL NOT APPLY IN ANY RESPECT TO THIS AGREEMENT. ANY DISPUTE ARISING OUT, RELATING TO OR IN CONNECTION WITH THIS AGREEMENT OR ANY BREACH THEREOF, INCLUDING ANY QUESTION REGARDING ITS EXISTENCE, VALIDITY OR TERMINATION, SHALL BE FINALLY AND CONCLUSIVELY RESOLVED BY ARBITRATION BEFORE A SINGLE ARBITRATOR IN THE JURISDICTION OF THE PRINCIPAL OFFICES OF THE PARTNER OR ANOTHER LOCATION MUTUALLY AGREEABLE TO THE PARTIES.  THE PARTIES SHALL MUTUALLY AGREE TO SELECT THE ARBITRAL TRIBUNAL.  THE PREVAILING PARTY SHALL PAY FOR ALL FEES AND EXPENSES OF THE ARBITRATION.
  30. This Agreement, including all orders, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and either signed or accepted electronically by both parties. However, to the extent of any conflict or inconsistency between the provisions in this Agreement and any order, the terms of such order shall prevail. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Partner’s purchase order or other order documentation shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void.
  31. Any notices necessary or required to be made regarding this Agreement shall be given by Partner via email to the email address provided by Lorex’s business development representative or designate from time to time and by Lorex to Partner via email to the email address provided by Partner or designate from to time.
  32. The parties have requested that this Agreement and all related documents be drawn up in English only.