© 2026 ADI Global - All Rights Reserved
These Master Services Agreement Terms ("Agreement")govern the purchase and use of Services provided by ADI Global Distribution LLC and its Affiliates ("Company").
This Agreement becomes effective when Customer: (a) purchases, orders, subscribes to, accesses, receives, or uses any Services; (b) accepts a quotation, proposal, order form, service description, or other ordering document referencing this Agreement; or (c) otherwise indicates acceptance of this Agreement electronically (the "Effective Date").
By purchasing, accessing, receiving, or using any Services, Customer agrees to be bound by this Agreement.
If the individual accepting this Agreement is acting on behalf of acompany, organization, or other legal entity, such individual represents and warrants that he or she has authority to bind that entity to this Agreement. In that case, "Customer" means the entity on whose behalf the Agreement is accepted.
This Agreement governs all Services provided by Company to Customer unless Company expressly agrees otherwise in a separate written agreement executed by authorized representatives of both parties.
Acceptance of Agreement
Customer accepts and agrees to be bound by this Agreement by ordering, purchasing, accessing, receiving, or using any Services, by accepting any quote, proposal, order form, service description, or other ordering document referencing this Agreement, or by otherwise indicating acceptance electronically.
Customer agrees that electronic records, electronic signatures, click-through acceptance, and other electronic means of acceptance are valid and enforceable and satisfy any legal requirement that an agreement be in writing or signed.
Terms with initial capital letters will have the meanings ascribed tothem in this Section 1 or elsewhere in this Agreement.
a. "Affiliate(s)" means any legal entity which controls, is controlled by, or is under common control with, another legal entity. An entity is deemed to "control" another if it owns directly or indirectly 50% or more of the voting interest and has the ability to elect a majority of directors or managing authority or otherwise direct the affairs or management of other entity.
b. "Anti-Corruption Laws" means all applicable laws against fraud, bribery, corruption, inaccurate books and records, inadequate internal controls, money-laundering, and illegal software, including the U.S. Foreign Corrupt Practices Act.
c. "Claim(s)" means any and all (a) third-party claims, actions, demands, lawsuits, or proceedings and (b) damages, costs (including reasonable fees of attorneys and other professionals), or liabilities of any kind (including any fine, penalty, judgement or order issued by a governmental, regulatory or judicial body), in each case arising out of that third party claim, action, demand, lawsuit, or proceeding.
d. "Company Materials" means tangible or intangible materials (including hardware, software, source code, documentation, methodologies, know how, processes, techniques, ideas, concepts, technologies, and data) provided or developed by Company under this Agreement. Company Materials include Deliverables, modifications to, or derivative works of, the foregoing materials, Trademarks, and any data entered into any Customer database as part of Services.
e. "Customer IP" means Customer’s pre-existing or independently developed IP and any modifications to or derivative works of such IP.
f. "Data Protection Laws" means all applicable laws, regulations and legally binding regulatory requirements relating to privacy, data protection, cybersecurity, data security, breach notification, or the processing of Personal Data, in each case as amended, replaced, supplemented or re-enacted from time to time.
g. "Delivarables" means all IP or other work product developed by Company (or a Subcontractor) for Customer under this Agreement.
h. "Intellectual Property" or "IP" means all intellectual property rights, existing under statute or at common law or equity, in force or recognized now or in the future in any jurisdiction, including copyrights (and any neighboring/ancillary right), trade secrets, trademarks, service marks, patents, inventions, designs, logos, trade dress, moral rights, mask works, publicity rights, privacy rights, and database rights, and any application or right to apply for any of the foregoing rights, and all renewals, extensions, and restorations.
i. "Order Document" means any quotation, proposal, order form, statement of work, services SKU, services webpage or other services description referenced therein, purchase confirmation, online ordering process, or other transaction document issued or accepted by Company identifying Services purchased by Customer. In the event of a conflict, the following order of precedence applies:
j. "Policies" means policies, programs, procedures, requirements, and guidelines identified in this Agreement or made available to Customer by Company, including the Dealer Program Policies available at [link: https://www.snapav.com/shop/en/snapav/dealer-program-policies]. Company may also identify service-specific terms, descriptions, eligibility requirements, specifications, policies, and pricing on applicable websites, service pages, quotations, order forms, or SOWs. Those materials are incorporated into this Agreement by reference.
k. "Services" means, all services that Company may offer through one or more websites, service descriptions, service SKUs, quotations, order forms, proposals, statements of work, or other ordering mechanisms. The scope, pricing, schedule, deliverables, limitations, and any service-specific requirements will be identified in the applicable Order Document. This Agreement governs all Services purchased or received by Customer unless Company expressly agrees otherwise in writing.
l. "Subcontractor(s)" means a third party to whom Company delegates its obligations under this Agreement or a Company's Affiliate not contracting directly with Customer.
m. "Term" means the term of this Agreement as defined in Section 5 of this Agreement.
n. "Trademarks" means trademarks, service marks, and logos identified and provided by either of the parties under an Order Document.
a. Customer Responsabilities. Customer will, at its own expense, obtain and maintain approvals, licenses, filings, or registrations required to allow Company to perform the Services, and comply with all applicable laws, including those specified in this Agreement.
b. Acceptance of Deliverables. Deliverables shall be deemed accepted upon delivery.
c. Customer to comply with Company Policies. Customer will comply with all Policies or training requirements provided by Company during the Term. Company may change or promulgate new Policies. Changes and new Policies will be effective immediately after Company makes them available to Customer, unless otherwise agreed in writing. If new or changes to Policies cause a material impact to the delivery schedule, Fees or other costs for Services, or Company’s ability to meet the quality or performance standards of service level agreements, Company will promptly notify Customer. The parties will discuss how to mitigate the impact to enable Company to comply.
d. Company's personnel and subcontracting.
e. Equipment and technology. Unless otherwise agreed in an applicable Order Document, Customer will provide, at its expense, the equipment, technology, and infrastructure necessary to perform Services.
a. Ownership of pre-existing IP. Each party will own and retain all rights to its pre-existing IP and any IP developed outside of Services performed under this Agreement.
b. Customer's use of Company Materials
c. Customer's use of non-Company IP
d. Ownership of Deliverables
a. Payment of Fees. Customer will pay fees stated in each Order Document (“Fees”). Payment is due 30 days after the issuance of an invoice. In the event the Customer does not pay any fees timely, the Company may, in addition to any other available remedies, suspend the performance of Services until payment is made.
b. Taxes. Fees and other charges described in the Agreement do not include Taxes. If Company is required to pay Taxes, Customer shall reimburse Company for such amounts.
Except as otherwise provided below, the amounts to be paid by Customer to Company do not include taxes. Company is not liable for any taxefs Customer is legally obligated to pay, including net income or gross receipts taxes, franchise taxes, and property taxes. Customer will pay Company sales, use, or value added taxes it owes due to this Agreement that the law requires Company to collect from Customer. If Company provides Customer a valid exemption certificate, Customer will not collect the taxes covered by such certificate. Company will indemnify and hold Customer harmless from any claims, costs (including reasonable attorneys’ fees) and liabilities that relate to Company's taxes.
If the law requires Customer to withhold taxes from payments to Company, Customer may withhold those taxes and pay them to the appropriate taxing authority. Customer will deliver to Company an official receipt for such taxes. Customer will use reasonable efforts to minimize taxes withheld to the extent allowed by law. Despite any other provision of this Agreement, this section governs the treatment of all taxes related to this Agreement.
This Agreement will remain in effect unless terminated. Company may terminate this Agreement, any license subject to this Agreement, and any SOW at any time if the Customer breaches this Agreement. In the event Customer’s dealer, distributor, or other purchasing agreement or account with Company is terminated, this Agreement shall automatically terminate. Without prejudice to any other remedies, Company may terminate this Agreement, any license form subject to this Agreement, and any SOW at any time without cause giving 30 days written notice. The Term of the Order Document shall be the shorter of: a) termination of this Agreement, or b) termination of the Services described in the Order Document.
This Agreement may be modified by Company from time to time. Upon such change to the terms, Customer may terminate the Agreement through written notice to Company, subject to the rights and obligations referenced herein, including those provided for in the Order Document. If Customer does not provide notice of termination as described in this Section, Customer agrees to be bound by the amended terms and conditions.
The provisions of this Agreement which by their terms require performance after the termination or expiration of this Agreement, or have application to events that may occur after the termination or expiration of this Agreement, will survive such termination or expiration. All indemnity obligations and indemnification procedures will survive the termination or expiration of this Agreement.
Any information marked or identified by Company or Customer as confidential, or regardless of form or marking, is of the nature that a reasonable person would understand its owner would not want it disclosed to the public, will be considered to be “Confidential Information.” Confidential Information shall also include (a) this Agreement and its terms; (b) technical matters concerning Company’s trade secret processes or devices, know-how, data, formulas, inventions (whether or not patentable or copyrighted), specifications and characteristics of products or services planned or being developed, and research subjects, methods and results; (c) Company’s pricing, policies, markets and sales strategies; (d) matters relating to Company’s project initiatives and designs; and (e) other information of a similar nature not generally disclosed to the public. Each Party agrees not to disclose the Confidential Information of the other Party except to its own employees or agents who are bound by confidentiality obligations that are no less protective than this Section 6, who have a need to know such Confidential Information in order to perform their responsibilities. Each Party agrees to take at least the same precautions to protect the other Party’s Confidential Information as such Party would utilize to ensure the protection, confidentiality and security of its own confidential information. Confidential Information shall not include any information which (a) is or becomes generally known or available through no act or failure to act by the receiving Party; (b) is already known by the receiving Party at the time of disclosure as evidenced by its written records; (c) is rightfully furnished to the receiving Party by a third party without restriction on disclosure; or (d) is disclosed in response to a valid order by a court or other governmental body, or pursuant to the rules and regulations of any stock exchange or stock association in which the securities of the receiving Party may be traded from time to time, provided that the receiving Party provides the disclosing Party with prior written notice of such disclosure as soon as reasonably possible in order to permit the disclosing Party to seek confidential treatment of such information. A Party may, in writing, request either the prompt return or destruction, and a written certification of such destruction, of any Confidential Information provided to the other Party. Each Party further agrees that monetary damages may not alone be a sufficient remedy for unauthorized disclosure of Confidential Information and that the non-disclosing Party shall be entitled to seek all remedies and damages available in law and equity, including but not limited to such injunctive relief as may be deemed proper by a court of competent jurisdiction.
Customer will not issue press releases or other publicity related to Customer’s relationship with Company or this Agreement without prior written approval from the Company representative executing this Agreement.
Customer agrees to comply with all applicable international, national, federal, state and local laws at all times, including, without limitation, all applicable import and export regulations of the United States and any other countries as applicable, including obtaining and maintaining all certifications, credentials, authorizations, licenses, permits, safety testing, and all regulatory compliance markings, at Customer’s own expense, and as applicable, Anti-Corruption Laws, Data Protection Laws, and privacy laws and regulations related to the services delivered by Company and the safeguarding, use or storage of any personal information, laws governing workplace safety and health, and any other laws necessary for the provision of the Services in the locations where Customer operates.
The parties continuously represent and warrant that they have full rights and authority to enter into, perform under, and grant the rights in, this Agreement.
EXCEPT AS SET FORTH IN THIS SECTION 9 (REPRESENTATIONS AND WARRANTIES), SERVICES ARE PROVIDED AS-IS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, WHETHER ARISING BY A COURSE OF DEALING, USAGE OR TRADE PRACTICE OR COURSE OF PERFORMANCE.
a. Each party (the “Indemnifying Party”) will defend, indemnify, and hold the other party, its Affiliates, and their respective successors, directors, officers, employees, and agents (each an “Indemnified Party”) harmless from and against all Claims to the extent such Claims arise out of or relate to:
b. The indemnifying party will not be liable under this Section 10(a) to the comparative extent that Claims result from
c. Indemnification procedures. The indemnified party will:
An indemnified party may employ separate counsel and participate in the defense of a Claim at its own expense.
d. Acknowledgment of fault and settling Claims. Neither party will stipulate, admit, or acknowledge fault or liability by the other without their prior written consent. The indemnifying party will not settle any Claim or publicize any settlement without the other party’s prior written
e. Other remedies.
a. AS PERMITTED BY APPLICABLE LAW AND SUBJECT TO SECTION 11(b) BELOW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF DATA, REVENUE, OR PROFITS), WHETHER FORESEEABLE OR UNFORESEEABLE, ARISING OUT OF THIS AGREEMENT REGARDLESS OF WHETHER THE LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY, BREACH OF WARRANTIES, OR OTHERWISE, AND EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES.
b. THE LIMITATIONS ON LIABILITY IN SECTION 11(a) DO NOT APPLY TO LIABILITY ARISING FROM
a. Relationship of the Parties. This Agreement does not establish a franchise, joint venture or partnership, or create any relationship of employer and employee, master and servant, or principal and agent between the parties. Neither Party hereto will be deemed to be the agent nor legal representative of the other Party for any purpose whatsoever, and each Party will act as an independent contractor with regard to the other Party in its performance under this Agreement. The Agreement shall not authorize either Party to create any obligation or responsibility whatsoever, express or implied, on behalf of the other Party, or to bind the other Party in any manner, or to make any representation, commitment or warranty on behalf of the other Party. Customer acknowledges that unless it has entered into applicable distribution or dealer agreements and is operating within the scope of its agreements with Company, the Customer is not a Company distributor, dealer, or other sales partner.
b. Construction. Neither party has entered this Agreement in reliance on any promise, representation, or warranty not contained herein. This Agreement will be interpreted according to its plain meaning without presuming that it should favor either party. Lists of examples following “including,” “e.g.,” “for example,” or the like are interpreted to include “without limitation,” unless qualified by words such as “only” or “solely.”
c. Choice of Law; Jurisdiction. This Agreement, and all claims or causes of action that may be based upon, arise out of, or relate to this Agreement (and any transaction or relation contemplated therein) shall be governed and interpreted under the laws of Utah, without regard to its conflict of laws principles. Furthermore, the Parties expressly submit themselves to the exclusive jurisdiction of the state and federal courts in Salt Lake City, Utah to resolve any dispute based upon, arising out of, or relating to this Agreement (and any transaction or relation contemplated therein). Both parties waive forever any objection to the abovementioned venue and forum and agree not to plead or claim that the venue or forum is inconvenient. The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement and to transactions processed under this Agreement.
d. Assignment. This Agreement and any rights or obligations hereunder may not be assigned by either Party without first obtaining the other Party's express written consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that Company may assign this Agreement, without obtaining Customer’s express written consent: (a) to a successor corporation resulting from a merger or consolidation or to a purchaser of all or substantially all of Company’s assets or a majority, or controlling interest in Company’s voting stock; and (b) to a present or future subsidiary or affiliate. Any attempted assignment in violation of this Agreement shall be null and void.
e. Force Majeure. Neither Party shall be in breach of this Agreement solely due to causes beyond the control and without the fault or negligence of such Party. Such causes may include, but are not restricted to, acts of God or of a public enemy, acts of the government in either its sovereign or contractual capacity, fires, floods, epidemics, earthquakes, pandemics, quarantine restrictions, strikes, freight embargoes, power failure, failure of subcontracted manufacturer to deliver or failure of the customary delivery systems, but in every case, the failure to perform must be beyond the control and without fault or negligence of the Party failing to perform. Each Party must inform the other of any Force Majeure event within five (5) business days after such Party became aware, or reasonably should have become aware, of its occurrence. If Company does not complete Services due to a Force Majeure Event, the time for completion of Service will be extended for a period equal to the duration of the conditions preventing completion.
f. Severability. If a court of competent jurisdiction determines that any Agreement provision is illegal, invalid, or unenforceable, the remaining provisions will remain in full force and effect.
g. No Waiver. Any of the provisions of this Agreement may be waived by the Party entitled to the benefit thereof. Neither Party will be deemed, by any act or omission, to have waived any of its right or remedies hereunder unless such waiver is in writing and signed by the waiving Party, and then only to the extent specifically set forth in such writing. A waiver with reference to one event will not be construed as continuing or as a bar to or waiver of any other right or remedy, or as to a subsequent event.
h. Insolvency, loss of profits, damages. The insolvency or adjudication of bankruptcy, the filing of a voluntary petition in bankruptcy, or the making of an assignment for the benefit of creditors by either party will be a material breach of this Agreement. “Insolvency” means either (1) the party’s liabilities exceed its assets, each fairly stated, or (2) the party’s failure to timely pay its business obligations in the regular course of business.
i. Final Agreement. This Agreement, together with any applicable Order Document constitutes the complete agreement concerning the Services and supersedes prior discussions relating to those Services. Any terms contained in Customer purchase orders or other Customer documents are rejected and have no effect unless expressly accepted by Company in writing.
© 2026 ADI Global - All Rights Reserved