OFFER TERMS AND CONDITIONS
These Offer terms and conditions (”Terms”) will prevail in the event of a conflict between this Offer confirmation and another agreement between you, the recipient of this Commitment Letter, and Logitech. If you are a Logitech Distributor who is issued this Offer Commitment Letter, for the benefit of or payment to a Logitech reseller (“Reseller”), you will pass through these Terms to the Reseller.
Pre-Approval: All Activities associated with this Offer must be pre-approved in writing by Logitech. If an Offer is made to fund an Activity, all such funds must be applied toward the specific Activity pre-approved in writing by Logitech. You or Reseller will submit a written description of the Activity for Logitech’s approval, prior to the commencement of the Activity.
Request for Payment: Requests for payment must be received no later than 60 days from the Activity completion date,and each request must be accompanied by a proof-of-performance documentation in accordance with Logitech’s requirements.
Trademark Guidelines: You shall use Logitech's name, logo, and trademarks only as permitted in the Logitech Trademark Guidelines published at: www.logitech.com.
Confidentiality: You will treat all data furnished by Logitech as confidential information.
Compliance: You represent and warrant your compliance with all applicable laws, including but not limited to import, export, environmental, anti- bribery, or anti-corruption laws. You represent and warrant that no employee, officer, director, or direct or indirect owner of your organization, is a government official, political party official or candidate or, if an immediate family member of such an official or candidate, were not hired to influence the official or candidate. In the event that, during the term of the Activity, there is a change in the information contained in this paragraph, Reseller agrees to make immediate disclosure to Logitech.
Indemnity: At Logitech's option, you will, at your own expense, defend, indemnify and hold harmless Logitech against any and all claims, actions, lawsuits, demands and liabilities arising from (i) Your breach of these Terms, or (ii) a claim that the conduct of the Activity infringes, misappropriates or contributes to infringement of any patent, copyright, trademark or trade secret of any third party.
Limitation of Logitech’s Liability: IN NO EVENT WILL LOGITECH BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT AND/OR CONSEQUENTIAL DAMAGES INCLUDING LOST PROFITS, RELATING TO THIS OFFER OR ITS TERMINATION, WHETHER OR NOT IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. Logitech’s liability, regardless of the form of action, may not exceed the amount Logitech has paid in relation to the Activity which has given rise to the liability.
Taxes: You will be responsible for the payment of all taxes levied by any local, state or federal taxing authorities in connection with the receipt of payment for an Activity.
Audit Rights: Logitech shall have the right to perform, or have an independent auditor perform, an audit of your business records related to the Activity.
Applicable Law and Jurisdiction: This Commitment Letter is governed by and construed in accordance with the laws of the country of the registered address of Logitech, without regard to its conflicts of law principles. The United Nations Convention on Contracts for the International Sale of Goods will not apply. Any action arising out of or relating to the Commitment Letter or the Activity will be brought before the Courts of the registered address of Logitech, or alternatively at Logitech's entire discretion, before the Courts of your registered address, and you hereby agree and submit to the personal jurisdiction and venue thereof.
Miscellaneous: Logitech reserves the right to cancel or modify the Offer at its sole discretion and without notice at any time. The waiver by Logitech of any default will not waive any other or subsequent defaults. You shall not assign or delegate any of its rights or duties under this Activity without Logitech’s prior written consent. Logitech may assign this Activity upon written notice to you.
