MANAGED RETAILER WEBSITE END USER TERMS AND CONDITIONS AGREEMENT
This MANAGED RETAILER WEBSITE END USER TERMS AND CONDITIONS AGREEMENT (“
Agreement”) is an agreement between you and Viasat, Inc., with its principal place of business at 6155 El Camino
Real, Carlsbad, California, 92009 (“
Viasat”). This Agreement governs your use of Viasat’s Managed Retailer Website application that provides you
with managed website services for use with soliciting orders for Viasat Internet service in accordance with your Dealer
Agreement between you and Viasat (“
Dealer Agreement”), and any and all related documentation, updates, and upgrades that replace or supplement
Viasat’s Managed Retailer Website application in any respect which are not distributed with a separate license agreement
Application”) and your use of the Application and related services (collectively the “
Service”). The Application, and your use of the Service, is licensed to you, not sold.
BY USING THE APPLICATION OR SERVICE, YOU AGREE TO THE TERMS OF THIS AGREEMENT AND AGREE TO BE BOUND BY THEM AND CONSENT TO
OUR DATA PRACTICES AS SET FORTH IN THE SERVICE’S
here. If you do not agree to the terms of this Agreement, including the Service’s Privacy Notice, then
you may not use the Application. This Agreement is enforceable against any person or entity that uses the Service or
any person or entity that uses the Service on another person’s or entity’s behalf. The terms of this Agreement may be
changed upon posting a new Agreement at
https://www.exede.com/documents/master/managed-retailer-website-eula.pdf, which will apply upon such posting to any
continued use of the Service; provided, however that material changes only apply prospectively to your continued use
and the terms in effect during prior use will continue to govern such prior use.
Grant. Through subscribing to the Service and using the Service, you are acquiring and Viasat
grants you a limited, non-exclusive, worldwide, non-transferable, nonsublicensable, revocable license
to use the Application, and to use the Service, for your use on a single, authorized device solely as
set forth in this Agreement (the “License”). Your acquired rights are subject to your compliance with
this License. You are expressly prohibited from sub-licensing, renting, leasing, transferring or otherwise
distributing the Application or rights to use the Application and Service. The term of your License shall
commence on the date that you first use or access the Service or Application, and shall end on the earlier
of the date that you permanently discontinue use of the Application, or Viasat terminates this Agreement.
Restrictions. Your right to use the Application and the Service is limited to the License grant
herein, and you may not otherwise copy, display, seek to disable, distribute, perform, publish, modify,
transfer, create works from, or use the Application or any component of the Service, except as expressly
authorized in writing by Viasat or as set forth in Section 1(d) below. Unless expressly authorized in
writing by Viasat, you are prohibited from making a copy of the Application available publically where
it can be used or downloaded by any other users. You may not remove or alter Viasat’s trademarks, logos
or legal notices in the Application or in Viasat’s related assets. Your right to use the Service is also
predicated on your compliance with any applicable terms of agreements you have with third parties when
using the Service. For instance, if use of the Service is in violation of your service agreement with
your current internet service provider, then you may not use this Service. Additionally, you may not
distribute, provide or otherwise make the Application, or any component of the Service, available to
any third party, in whole or in part, through any medium or process. Nothing in this License entitles
you to use the Application, or any component of the Service, to create software products or development
tools, or receive the source code to the Application, or any component of the Service, in whole or in
part, unless otherwise expressly agreed in writing by Viasat or as set forth in Section 1(d) below.
Reservation of Rights. Except as expressly licensed to you herein, Viasat reserves all right,
title and interest in the Application and other aspects of the Service (including, but not limited to,
all images, photographs, animations, video, text, and content), and all associated copyrights (including,
but not limited, copyrights, copyright registration and copy rights with respect to computer software,
software design, software code, software architecture, firmware, programming tools, graphic user interfaces,
reports, dashboards, business rules, use cases, screens, alerts, notifications, drawings, specifications
and databases), moral rights, trade secrets and other rights with respect to confidential or proprietary
information, know-how, other rights with respect to inventions, discoveries, ideas, improvements, techniques,
formulae, algorithms, processes, schematics, testing procedures, technical information and other technology,
trademarks, and other intellectual and industrial property rights therein. Notwithstanding the foregoing,
Viasat does not assert any intellectual property rights or copyrights over the content posted by you
through your use of the Application. Except as expressly stated in this License, Viasat does not grant
you any intellectual property rights in the Application, or any other component of the Service, and all
right, title, and interest in and to all copies of the License not expressly granted herein remain with
Viasat, its suppliers and/or its licensors. Except to the extent permitted under this License or applicable
law, you may not decompile, disassemble, or reverse engineer the Application, or any component of the
Service, by any means whatsoever. The Application is copyrighted and protected by the laws of the United
States and other countries, and international treaty provisions. You may not remove, alter, or obscure
any product identification, copyright, or other intellectual property notices in the Application. All
rights not expressly granted herein are reserved by Viasat, its suppliers and/or its licensors.
Open Source Software Notice. This Application contains open source software released under various
open source licenses. The terms of each open source license used by this Application are available at
the “OSS Licenses”), and such OSS Licenses are hereby incorporated into this License. The OSS Licenses
only apply to the specific open source software specified in such OSS License and shall not affect the
interpretation, validity or enforceability of this License.
Consent to Use Data. A condition of this License is your consent to our Service data practices
set forth in the Service’s Privacy Notice, which describes how the Service collects and how we process,
use, share and secure Service data. For instance, when using this Application, the Application sends
data to Viasat. The specific Application information provided to Viasat, or its third-party service providers,
includes any information you provide directly to Viasat through the Application, all content you post
on the Application, your legal business name, physical business address, your Viasat issued retailer
identification number, and your e-mail address.
Compliance. You may only use the Application or Service if you have a valid Dealer Agreement
with Viasat and you are in compliance with all terms and conditions of your Dealer Agreement, including,
but not limited to, compliance with Viasat’s marketing policies, rules and guidelines published on the
dealer portal (the “
Marketing Guidelines”). Your right to use the Service is also predicated on your compliance
with all laws, rules and regulations. You represent and warrant that for any content you post on the
Application or Service that you have a lawful right to reproduce and post such content on the Application
and use it as the Service. You further represent and warrant that any content you post is lawful content.
You are solely responsible for the content you post. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE
LAW, YOU AGREE TO INDEMNIFY VIASAT AND ITS SUBSIDIARIES, AFFILIATES, LICENSORS AND SUPPLIERS FROM ANY
AND ALL CLAIMS, INCLUDING INTELLECTUAL PROPERTY AND COPYRIGHT CLAIMS, ARISING OUT OF, OR RELATED TO,
ANY CONTENT YOU POST. Viasat reserves the right to remove any content from the Application and Service,
immediately, in its absolute discretion, without notice to you, for any reason or no reason.
Access. You must provide at your own expense the equipment, internet connections or devices
and/or service plans to access and use the Service. Viasat does not guarantee that the Application or
other aspects of the Service can be accessed or used on all devices or all operating systems. Viasat
does not guarantee that this Service will be available in all geographic locations. You acknowledge that
when you use the Service, your internet service provider or wireless carrier may charge you fees for
data, messaging and/or other internet access. Check with your internet service provider or wireless carrier
to determine if there are any such fees that apply to you. YOU ARE SOLELY RESPONSIBLE FOR ANY COSTS YOU
INCUR TO ACCESS OR USE THE APPLICATION OR SERVICE FROM YOUR DEVICE.
Consent to Receive Push Notifications. You consent to Viasat sending you push notifications
or other types of messages sent directly to you through this Application (collectively, “
Push Notifications”). Push Notifications are a way for the Application to provide you information
and alerts associated with your use of the Application. You may discontinue Push Notifications by discontinuing
use of the Application.
Contact Information. By providing Viasat with your e-mail address, you consent to Viasat or
its agents sending e-mails (including, but not limited to, automated emails via the Application) to such
email address for: (a) any Application-related issues and (b) leads submitted by potential Viasat Internet
customers through the Application. If you do not wish to receive emails, you must discontinue your use
of the Application by contacting
email@example.com and requesting to terminate your Application account.
Approval and Review of Your Content. All content (including, but not limited to, all text, images,
graphics, photographs, animations, and videos) you contribute to the Application (“
Your Content”) is subject to Viasat’s approval. During your initial setup of your website using
the Application, you must obtain approval from Viasat of Your Content prior to Viasat posting your website
to the public. Thereafter, you must contact Viasat for approval of any changes to Your Content that are
associated in any way with any Viasat services or products, or any Viasat trademarks or service marks.
To obtain approval of Your Content, email
firstname.lastname@example.org. From time-to-time, Viasat will review Your Content for compliance with this
Agreement and your Dealer Agreement, including, but not limited to, the Marketing Guidelines. If Viasat
requests any revisions to Your Content, you must make such revisions within two business days of receiving
such request. Viasat may suspend your use of the Application immediately, at any time, with or without
notice, if you are in violation of this Agreement or your Dealer Agreement, including, but not limited
to, the Marketing Guidelines.
Fees. The fee to use the Service and Application is $60.00, excluding taxes and surcharges, each calendar
Payment Terms. All funds to be collected or withheld from you may be handled either by Viasat directly
or by Viasat’s designated agent, or other third party payment processor, to be determined in Viasat’s sole discretion.
Viasat, or its designated agent, shall invoice you for amounts payable hereunder on a quarterly basis. You shall
pay to Viasat all amounts set forth in each invoice within thirty days following the date thereof. The Application
Fee may be eligible for partial or full reimbursement by Viasat issued co-operative marketing funds at Viasat’s
sole discretion. Notwithstanding anything to the contrary set forth herein, Viasat reserves the right, in Viasat’s
sole discretion and from time to time, to require pre-payment of any or all amounts payable to Viasat by you
under, or in connection with, this Agreement. Your failure to timely remit payments to Viasat shall constitute
a material breach of this Agreement.
Offsets. Viasat shall have the right, but not the obligation, to offset the Application Fee from any
other amounts Viasat owes you.
Your Contributions. In exchange for use of the Service, and to the extent that your contributions through
modifying, altering, adding onto or generally using the Application, or any other component of the Service, give
rise to any intellectual property right interest, including copyright interest, you hereby grant Viasat an exclusive,
perpetual, irrevocable, fully transferable and sub-licensable worldwide right and license to use your contributions
in any way and for any purpose, including the rights to reproduce, copy, adapt, modify, perform, display, publish,
broadcast, transmit, or otherwise communicate your contributions to the public by any means, whether now known
or unknown, and distribute your contributions without any further notice or compensation to you of any kind for
the whole duration of protection granted to intellectual property rights by applicable laws and international
Termination. The Agreement is effective until terminated. You may terminate this Agreement at any time
email@example.com and requesting to terminate your Application account. Viasat may terminate this Agreement
(and your License rights) at any time, in its sole and absolute discretion, with or without notice. Your rights
under this Agreement will terminate immediately and automatically without any notice from Viasat if you fail
to comply with any of the terms and conditions of this Agreement or your Dealer Agreement (including, but not
limited to, the Marketing Guidelines). Promptly upon termination, you must cease all use of the Application and
the Service and destroy all copies of the Application in your possession or control. Termination will not limit
any of Viasat’s other rights or remedies at law or in equity. Sections 1(a), 1(b), 1(c), 2(a), 2(b), 2(e), 3,
4, 5, 6, 7, 8, 9, 10, 11, 12, 13, and 14 of this Agreement shall survive termination or expiration of this Agreement
for any reason.
Disclaimer of Warranties. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW:
Limitation of Liability. TO THE FULLEST EXTENT PERMISSIBLE BY
APPLICABLE LAW, IN NO EVENT SHALL VIASAT BE LIABLE TO YOU FOR
ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR
PUNITIVE DAMAGES (INCLUDING LOSS OF USE, DATA, OR PROFITS OR
BUSINESS INTERRUPTION) ARISING OUT OF OR RELATED TO THIS
AGREEMENT OR THE USE OR PERFORMANCE OF THE SERVICE OR
APPLICATION, WHETHER SUCH LIABILITY ARISES FROM CONTRACT,
WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR
OTHERWISE, AND WHETHER OR NOT VIASAT HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH LOSS OR DAMAGE. THE PARTIES HAVE AGREED
THAT THESE LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY
REMEDY IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
WITHOUT LIMITING THE FOREGOING, AS PERMITTED BY APPLICABLE
LAW, VIASAT SHALL HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY
BUSINESS INTERRUPTION OR LOSS OF DATA ARISING FROM THE
TERMINATION OF THIS AGREEMENT OR THE LICENSE RIGHTS GRANTED
HEREIN AND ANY ASSOCIATED CESSATION OF THE FUNCTIONS OF THE
SERVICE. VIASAT IS ACTING ON BEHALF OF ITS SUBSIDIARIES,
AFFILIATES, LICENSORS AND SUPPLIERS FOR THE PURPOSE OF
DISCLAIMING, EXCLUDING AND LIMITING OBLIGATIONS, WARRANTIES
AND LIABILITY, BUT IN NO OTHER RESPECTS AND FOR NO OTHER
PURPOSES. AS PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL
VIASAT’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES (EXCEPT AS
REQUIRED BY APPLICABLE LAW) EXCEED $60.00.
Limitation of Liability and Disclaimer of Warranties are Material Terms of this Agreement. You agree
that the provisions of this Agreement that limit liability and disclaim warranties, as permitted by applicable
law, are essential terms of this Agreement.
Severability and Survival. If any provision of this Agreement is illegal or unenforceable under applicable
law, the remainder of such provision shall be amended to achieve as closely as possible the effect of the original
term and all other provisions of this Agreement shall continue in full force and effect.
Export. You will comply fully with all relevant export laws and regulations of the United States and
any other country (“
Export Laws”) where you use the Service. You certify that you are not on any of the U.S. Government
lists of prohibited persons, including but not limited to the Treasury Department’s List of Specially Designated
Nationals, and the Commerce Department’s List of Denied Persons or Entity List. You further certify that you
shall not export, re-export, ship, transfer or otherwise use the Application, or any other component of the Service,
in any country subject to an embargo or other sanction by the United States, including but not limited to, Iran,
Syria, Cuba, Sudan and North Korea, and that you shall not use the Service for any purpose prohibited by the
Export Laws, including, but not limited to, nuclear, chemical, missile or biological weapons related end uses.
Injunctive Relief. You agree that your breach of this Agreement will cause irreparable injury to Viasat
for which monetary damages would not be an adequate remedy and Viasat shall be entitled to seek equitable relief
in addition to any remedies it may have hereunder or at law without a bond, other security or proof of damages.
Applicable Law. This Agreement is made in the State of Colorado. This Agreement and all of the parties’
respective rights and duties, including, without limitation, any claims for breach of this Agreement, shall be
governed by and construed in accordance with the laws of the State of Colorado, in the United States, without
giving effect to any conflicts of law provisions.
Entire Agreement. This Agreement, including the Privacy Notice, constitutes the entire and only agreement
with respect to its subject matter between you and Viasat, and is applicable to all users of the Service. This
Agreement supersedes all representations, proposals, inducements, assurances, promises, agreements and other
communications with respect to its subject matter except as expressly set forth in this Agreement.
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