GoPro Authorized Reseller Agreement

This Authorized Reseller Agreement (this “Agreement”) is made as of today, by and between GoPro, Inc. with offices at 3000 Clearview Way, Bldg. E, San Mateo, CA 94402 (“GoPro”), and “Reseller” or “You", and sets forth the terms and conditions governing Reseller’s purchase, marketing and resale of GoPro products and participation in the GoPro Authorized Reseller Program.

Ordering Process.
1. All orders are subject to GoPro's then-current Standard Terms and Conditions of Sale, and no contrary or additional terms or conditions contained in Reseller's purchase order will apply. No order will be binding by GoPro until accepted in writing via fax or email. Unless otherwise agreed in writing, prices will be based on GoPro's then-current reseller price list. Any GoPro programs that may become available to Reseller, including special discounts, rebates, or promotional allowances, will be subject to compliance with this Agreement as well as all requirements of such program. Reseller permits its authorized third-party representatives to submit Reseller’s purchase orders to GoPro on Reseller’s behalf.
2. All shipments will be FOB Origin (GoPro Warehouse) and Reseller is responsible for all shipping costs, duties, taxes and fees. GoPro may refuse, cancel, or delay shipment in the event GoPro reasonably believes i) Reseller's credit is impaired, ii) Reseller is delinquent in payments, or iii) Reseller is in breach of any other obligations under this Agreement.
Obligations of Reseller.
1. Reseller must comply with the terms of the GoPro Authorized Reseller Policy (“GARP”) http://gopro.com/legal/authorized-reseller-program-us-program-requirements, which may be amended from time to time. Reseller confirms it has read the GARP terms.
2. Reseller agrees to only purchase GoPro products directly from GoPro or a GoPro authorized Distributor (as confirmed in writing by GoPro). Reseller must sign and comply with GoPro’s Standard Terms and Conditions of Sale (see below) prior to GoPro’s approval of any purchase order.
3. Reseller may only sell GoPro® products to End-User Consumers in their authorized geographic region as set forth in Section 10 below. For purposes of this Agreement, “End-User Consumer” shall be defined as the true consumer who buys and uses the product for his or her personal benefit and not for business purposes. In addition, Reseller will not advertise, sell or fulfill orders for GoPro® products through any Internet auction site (such as eBay), Internet storefront (such as Amazon Marketplace, eBay Stores, or Yahoo! Shopping storefronts), or any other third party marketplace without the prior written approval of GoPro.
4. All advertising and other use of GoPro trademarks, logos and trade names ("GoPro Marks") must comply with GoPro's then-current Trademark & Brand policy http://gopro.com/legal/authorized-reseller-program-us-trademark-policy/. Reseller agrees that GoPro is the exclusive owner of all right, title and interest in and to the GoPro Marks, and nothing contained herein grants any right in or to the GoPro Marks to Reseller. Reseller will not challenge the ownership of the GoPro Marks or make an application for any similar or derivative marks. Additionally, Reseller will not directly or indirectly use or own any business name, storefront name, website domain name, website sub-domain, avatar, website member or username, or any online identity incorporating any GoPro Marks, and will transfer ownership of any of the same to GoPro.
5. Reseller will comply with all applicable laws, rules, regulations and requirements regarding the advertising, marketing, promotion or sale of GoPro® products and Reseller’s performance of its obligations hereunder. Reseller shall (a) at its own expense, maintain all certifications, credentials, licenses and permits necessary to conduct its business relating to the purchase or use of the GoPro products and (b) not engage in any activity or transaction involving the GoPro products, by way of shipment, use or otherwise, that violates any Law. Without limiting the generality of the foregoing, Reseller acknowledges that GoPro products are subject to U.S export control laws and that Reseller is in compliance with the International Emergency Economic Powers Act (50 U.S.C. § 1701) and all other Laws administered by OFAC or any other governmental authority imposing economic sanctions and trade embargoes (“Economic Sanctions Laws”) against countries (“Embargoed Countries”) and Persons designated in such Laws (collectively, “Embargoed Targets”). Reseller is not an Embargoed Target or otherwise subject to any Economic Sanctions Law. Reseller shall not, and shall not allow any third party to, export from the U.S. or allow the re-export or re-transfer of any part of the GoPro products: (i) to any Embargoed Targets; or (ii) to any known end-user or for any known end-use related to the proliferation of nuclear, chemical or biological weapons or missiles, without first obtaining any export license or other approval that may be required by the appropriate U.S. Government agency having jurisdiction. Reseller shall indemnify, defend and hold harmless GoPro from and against any claims, penalties, loss or damage arising out of a breach by Reseller of its obligations under this Section.
6. Reseller will permit, upon reasonable notice, authorized representatives of GoPro to inspect Reseller's applicable media and facilities and audit the financial records that pertain to sales of GoPro products to confirm Reseller's compliance with the requirements and this Agreement.
7. To protect the investment of our resellers as well as GoPro's reputation and brand, we have unilaterally adopted a MINIMUM ADVERTISED PRICE POLICY ("MAP Policy") http://gopro.com/legal/authorized-reseller-program-us-minimum-advertised-price-policy/. GoPro, in its sole discretion, will discontinue business with any reseller, as to the products covered by GoPro's MAP Policy, if that reseller intentionally advertises any MAP Product below its MAP price. Reseller agrees to review and abide by GoPro's then-current MAP policy.
8. In the event an inspection or audit reveals non-compliance with the terms of this Agreement, Reseller acknowledges that such non-compliance constitutes a breach of this Agreement and GoPro may, in addition to any other remedies available in equity or at law, require repayment of such inspection or audit fees, as well as any sums to which GoPro would be entitled as liquidated damages, as a pre-condition to remaining a GoPro Authorized Reseller. Any such repayment is not a waiver of any of GoPro’s right to terminate under Section 3 below, unless otherwise expressed in a written agreement between the parties.
9. GoPro may provide to Reseller certain point-of-purchase display fixtures and/or materials (“POP Materials”). Reseller acknowledges and agrees:
  1. All POP Materials remain the property of GoPro and must be returned to GoPro upon GoPro’s request and GoPro retains the right to remove any and all fixtures at any time.
  2. Only GoPro branded products will be used in conjunction with POP Materials. Reseller agrees that any time a GoPro Representative observes non-GoPro products (including but not limited to video recordings, graphics, and electronic displays) or materials placed in a manner, whether on or in POP Materials, that compete with, detract from, imply association with, or otherwise dilute the GoPro brand, Reseller shall immediately remove or relocate such non-GoPro material.
  3. GoPro’s authorized representatives will have reasonable access to POP Materials to merchandise product, maintain the display, and refresh or replenish POP Materials.
  4. POP Materials will be placed in a prominent location within the store location(s) as agreed upon between the Parties. Reseller agrees that any time a GoPro representative observes POP Materials placed in a non-prominent location, the GoPro representative may request that the POP Materials be moved to a more prominent location or removed and returned to GoPro.
  5. Reseller will notify GoPro in the event POP Materials are moved from the store sales floor or removed from the store location(s) below GoPro.
  6. GoPro agrees to pay freight charges to ship fixtures from GoPro to an agreed distribution point or store location.
  7. Any time Reseller ceases operation of any retail store in which POP Materials have been provided, Reseller will immediately notify GoPro and arrange for, at GoPro’s option, the return shipment or disposal of POP Materials.
  8. Reseller will report any significant damage, malfunction, or wear-and-tear in the POP Materials to your local sales representative as soon as reasonably practical, via email at popsupport@gopro.com, or by telephone at (855) 554-6776.
Termination.
1. Either party may terminate this Agreement at any time, with or without cause, upon thirty (30) days' written notice.
2. Reseller may terminate this Agreement and any outstanding purchase orders immediately if GoPro breaches any of the terms or conditions of this Agreement. Reseller acknowledges that this Agreement has no minimum term, and GoPro will not be liable to Reseller because of termination as provided above for compensation, reimbursement, or damages of any kind resulting from such termination.
3. GoPro may terminate this Agreement and any outstanding purchase orders immediately if Reseller breaches any of the terms or conditions of this Agreement. In the case of such breach, GoPro may seek damages or reimbursement of costs, including but not limited to: reasonable attorney’s fees, investigator’s costs, and costs to repurchase diverted or “grey market” products.
4. Reseller acknowledges that any breach of Reseller’s obligations set forth in section 2 above may result in harm to GoPro’s brand and channel partner programs. Reseller agrees that such harm may be difficult to calculate and, in lieu of proving actual damages for such harm, agrees to an assessment of an additional 20% of any applicable investigation, audit, purchase, or enforcement costs as liquidated damages and not as a penalty.
Effect of Termination.
1. Upon termination of this Agreement, GoPro may at its option, reacquire any or all products then in Reseller's inventory at the original purchase price, net of any credits, allowances, or rebates, and Reseller will return all such products to us within thirty (30) days of our request. Notwithstanding the foregoing, termination will not relieve Reseller of any obligations under this Agreement or otherwise relating to the products.
Returns; Disclaimer.
1. All sales are final. GoPro will honor the return of defective GoPro® products; warranty returns are governed by GoPro's then-current return policy located at http://gopro.com/reseller-warranty-return-policy. GOPRO MAKES NO OTHER WARRANTIES TO RESELLER, EXPRESS OR IMPLIED, AND SPECIFICALLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE.
Limitations of Liability.
1. GOPRO WILL NOT BE LIABLE FOR ANY LOST PROFITS, COST OF COVER, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, REGARDLESS OF THE TYPE OF CLAIM (INCLUDING NEGLIGENCE), ARISING OUT OF OR RELATING TO THIS AGREEMENT OR RESELLER'S PURCHASE AND RESALE OF GOPRO PRODUCTS. GOPRO'S AGGREGATE LIABILITY IS IN ALL EVENTS LIMITED TO THE AMOUNTS PAID BY RESELLER IN THE SIX MONTH PERIOD IMMEDIATELY PRIOR TO THE DATE THE CLAIM AROSE, WHETHER THE CLAIM ARISES UNDER CONTRACT, STATUTE, OR COMMON LAW.
Confidentiality.
1. During and for a period of three (3) years following the expiration or termination of this Agreement, Reseller will treat as confidential and not reveal to any third party any GoPro Confidential Information. "Confidential Information" means any and all confidential and proprietary information of GoPro's current or proposed business, past, present or future products or services, marketing and business plans and strategies, supplier and client lists, employee information, computer software and database technologies, whether such information is in oral, written, graphic, or electronic form, and regardless of whether such information is labeled as confidential by GoPro. Information will not be considered Confidential Information if (i) it becomes publicly known other than by a breach of this Agreement; (ii) Reseller rightfully receives such information from a third party that is not in breach of any obligation of confidentiality; or (iii) the information was rightfully known to Reseller recipient at the time of disclosure as verified by its written records. Upon termination or expiration of this Agreement and upon request, Reseller will return all copies of GoPro's Confidential Information.
Governing Law & Jurisdiction; Disputes.
1. This Agreement will be governed by California law without reference to conflict of laws principles. Each party agrees to bring any action with respect to any dispute or claim arising out of or relating to this Agreement exclusively in the state or federal courts located in Santa Clara County, California, and hereby irrevocably submits to the exclusive personal jurisdiction of such courts for the purposes of any action. The prevailing party in any suit or proceeding will have the right to recover its costs and reasonable fees of attorneys and other professionals incurred in connection with the action and any appeal.
General Provisions.
1. Reseller may not assign any rights or subcontract or delegate any obligations under this Agreement without GoPro's prior written consent, and any attempt to do so will be void. No delay or failure to exercise or enforce any right or provision of this Agreement will be considered a waiver thereof or of any right thereafter to exercise and enforce that or any other right or provision. This Agreement may be amended, and rights under this Agreement may be waived, only in a writing signed by an authorized representative of each party, and any waiver will not be deemed a waiver of any subsequent breach. If any provision of this Agreement is held to be invalid or unenforceable, the validity and enforceability of the remaining provisions will not be affected in any way, and the parties will use their best efforts to substitute a valid and enforceable provision that most nearly affects the purposes of the provision. This agreement constitutes the complete and entire understanding and agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, understandings, or representations with respect to its subject matter.
Reseller’s Authorized Geographic Region(s).
1. Reseller’s authorized geographic region(s) is/are indicated on this application.
  No change of the Reseller’s authorized geographic region(s) is/are permitted unless such modification is granted by GoPro in an amendment to this Agreement or by a separate agreement which incorporates this Agreement by reference.

I have read and agree to comply with the terms of this Agreement and the GoPro policies referenced herein.

GoPro Standard Terms and Conditions of Sale

TERMS

All orders are subject to credit approval. Once the Reseller’s credit has been approved, payment terms will be determined.

REMIT PAYMENTS: Please include the invoice numbers you are paying down. Electronic Payments: JP Morgan Chase Bank NA, 1 Chase Manhattan Plaza, New York, NY 10005 Beneficiary: GoPro, Inc. Account: 496560470 ABA: 021-000-021 SWIFT BIC:CHASUS33 Mailed payments: GoPro, Inc. 26740 Network Place, Chicago, IL 60673-1267

SHIPMENTS Shipments are FOB GoPro's warehouse; shipping charges will be listed separately on invoices. Payment terms will be assigned on approval. The Reseller agrees to comply on a continuing basis with all of GoPro's credit terms as, from time to time, may be implemented by GoPro. Any language in any document submitted by the Reseller to GoPro will not supersede this agreement.

FINANCE The GoPro Authorized Reseller agrees to pay all invoices according to the terms and conditions stated on such invoice(s). The failure to pay such invoices on a timely basis entitles GoPro to a one and one-half percent (1 1/2%) per month late charge on the unpaid and delinquent balance, or the maximum interest allowable by law in the state of California shall apply, if different. This is an administrative charge calculated to compensate GoPro for the time and expense of collecting, actual costs are difficult and impractical to establish in advance.

REFUSED SHIPMENTS Shipments are the sole responsibility of the Reseller and liability rests with the Reseller if the shipment is refused. Freight plus a 10% repackaging/restocking charge will be assessed on refused shipments. This includes refused back orders. It is the Reseller's responsibility to cancel backorders.

MISCELLANEOUS Reseller may not chargeback or deduct from invoice at anytime without prior GoPro approval. A claim, action, or demand may not be brought by the Reseller for any items not subject to these Standard Terms & Conditions of Sale or more than 60 days after date of invoice. The Reseller will pay all costs, including reasonable attorney fees and costs and court costs, incurred in any collection proceeding that was initiated as a result of the Reseller's default on a payment to GoPro, or in connection with the enforcement of any other term of this Agreement whether or not suit is filed.

The GoPro Authorized Reseller Agreement, along with these Standard Terms and Conditions of Sale, becomes binding only when accepted and executed by an authorized agent of GoPro.

Reseller's signature attests to financial responsibility, ability and willingness to pay all invoices in accordance to their terms and to update financial information when requested. Reseller further agrees that GoPro will be paid in full before Reseller undergoes any management, ownership or organizational changes. No assignment of these Standard Terms & Conditions of Sale or the GoPro Authorized Reseller Agreement shall be valid without the prior written approval of GoPro.

I hereby authorize the person or firm to whom this application is made, any credit bureau, or other investigative agency employed by such a person or entity, to investigate the references herein listed or statements or other data obtained from me or from any other person pertaining to my credit and financial responsibility.

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