SAMSUNG EARLY ADOPTER PROGRAM
TERMS AND CONDITIONS

IMPORTANT- PLEASE READ BEFORE CLICKING “I ACCEPT”

Thank you for agreeing to participate in the Samsung Early Adopter Program. Please review the following terms carefully before accepting. These Early Adopter Program Terms and Conditions (the "Agreement") constitute a legal agreement between you: individually if you are agreeing to it in your own capacity; or if you are authorized to agree to these terms on behalf of your company or another entity, between the entity for whose benefit you act (in either case, "you"), and Samsung Electronics America, Inc. (“Samsung”). By clicking “accept” you represent and warrant that you have authority to agree to the terms and conditions of this Agreement and that your internal company policies permit you to participate in this program and retain the Products in accordance with the Retain and Return section below.

Program Overview. From time to time, Samsung may invite you to test and provide feedback (either written or verbal) on the features and functionality (“Evaluation”) of a Samsung product (the “Product”). You acknowledge that Samsung is under no obligation to request your participation in an Evaluation, and Samsung acknowledges that your participation in each Evaluation is voluntary. By clicking “accept”, you agree that in the event you agree to participate in an Evaluation, the terms of this Agreement will govern your participation. After your participation in an Evaluation is confirmed, a Samsung representative will contact you to discuss the arrangement for delivery of the Product(s) to you. Samsung will also provide you with additional information about the program (for example, how to submit feedback on the Products to Samsung).

Evaluation Period. Samsung will provide the Products to you during the ninety (90) day period commencing upon Samsung's delivery of the Products to you (each, an “Evaluation Period"). Upon mutual written agreement, you and Samsung may extend the Evaluation Period. Samsung may, in its sole discretion, provide you with Products which are refurbished, reconditioned, used or new.

License. Samsung grants you a limited, non-exclusive, non-sublicenseable, non-transferable, non-assignable right and license (the "License") to use the Products during the Evaluation Period solely for the purpose of the Evaluation in accordance with this Agreement. In addition to the License, you will also be presented with end user license agreements during Product set up and upon the installation or initial use of any applications loaded on the Product. If you do not agree to the terms of such licenses, please return the Products to your Samsung representative.

Title. You acknowledge and agree that Samsung owns all copyright and other intellectual or proprietary rights, in and to the Products. You shall not, by virtue of this Agreement or by virtue of your access or use of the Products, obtain any intellectual property right, title or interest in or to the Products.

Feedback. Samsung may request feedback from you from time to time during the Evaluation Period. In addition Samsung may request that you complete a survey related to the features and functionality of a Product and you agree to complete such survey. You agree that you will not receive any compensation or reimbursement of any kind from Samsung for your feedback. Samsung shall have unrestricted rights to use your feedback to improve or modify the Products. Upon the later of: 1) completion of your internal testing; or 2) thirty (30) days after the start of the Evaluation Period, Samsung requests that you provide us with confirmation whether or not the Product will be placed on your approved devices list.

Restrictions on Use. You agree not to decompile or reverse-engineer any portion of the Products.

Evaluation; Retain or Return. At the end of the Evaluation Period, you may: 1) return the Products; or 2) retain the Products without charge. If you keep the Products, you will continue to be bound by all end user agreements and accompanying documents found in the Product packaging.

Confidentiality. “Confidential Information” means all technical and business information provided by one Party to the other under this Agreement that is identified as confidential or that by its nature would be reasonably understood to be confidential, but excludes (a) information made generally available without restriction by the disclosing Party or by an authorized third party; (b) information known to the receiving Party independent of disclosures by the disclosing Party; (c) information independently developed by the receiving Party without access to or use of the disclosing Party’s Confidential Information and (d) information made available from a third-party having the right to disclose the information. The Parties will keep each other’s Confidential Information confidential and will use the Confidential Information only to fulfill their rights and obligations under this Agreement. The Parties will have the right of injunctive relief to maintain compliance with this section and prevent unauthorized disclosure, use or export of the Confidential Information.

Business Contact Information. The parties agree that each party may store, access and otherwise process business contact information (including the names, titles, roles, postal and e-mail addresses, telephone and facsimile numbers and other, similar contact information) of the personnel and contractors of the parties, their Affiliates and subcontractors anywhere they do business, for purposes related to the Evaluation. Each party may share business contact information relating to personnel and contractors of the other party with its Affiliates and third parties acting on such party’s behalf, for their use with respect to such party’s business operations. Samsung may use such business contact information and other data and information generated in connection with the Evaluation to manage Customer’s account and to provide Evaluation related notifications.

Disclaimer of Warranties. SAMSUNG MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AS TO THE PRODUCTS PROVIDED OR THE INFORMATION DISCLOSED HEREUNDER, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. FURTHER, SAMSUNG DOES NOT WARRANT THAT THE PRODUCTS WILL SATISFY YOUR OR ANY THIRD PARTY'S REQUIREMENTS, OR THAT THE OPERATION OF THE PRODUCTS WILL BE UNINTERRUPTED OR ERROR-FREE. ALL PRODUCTS ARE PROVIDED ON AN "AS IS" "WHERE IS" BASIS. YOUR SOLE REMEDY FOR ANY CLAIM RELATING TO THE PRODUCTS, INCLUDING NEGLIGENCE, IS TO RETURN THE PRODUCTS TO SAMSUNG.

Limitation of Liability. IN NO EVENT SHALL SAMSUNG (OR ITS SUPPLIERS OR AFFILIATES) BE LIABLE TO YOU OR ANY THIRD PARTY CLAIMING THROUGH YOU FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DIRECT, PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY LOST PROFIT OR OTHER SIMILAR DAMAGES) ARISING OUT OF, OR IN CONNECTION WITH, THIS AGREEMENT OR THE USE OR OPERATION OF THE PRODUCTS, EVEN IF SAMSUNG HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

SAMSUNG SHALL NOT BE RESPONSIBLE OR HAVE ANY LIABILITY FOR ANY DATA LOSS, CORRUPTION, OR INABILITY TO READ OR RECOVER ANY DATA, OR FOR ANY CONFIDENTIAL OR PERSONALLY IDENTIFIABLE INFORMATION OF ANY KIND STORED ON ANY PRODUCT.

Term. This Agreement shall remain in effect until the last of the Evaluation Periods expires (the “Term”). Samsung may terminate this Agreement immediately upon your breach of any term of this Agreement. Following termination for breach of this Agreement, the License shall immediately terminate, you agree to immediately cease use of the Products and promptly ship the Products to Samsung at your own cost

Survival. Any provision of this Agreement that contemplates performance or observance subsequent to any termination or expiration of this Agreement (including your obligations of confidentiality) shall survive any termination or expiration of this Agreement and continue in full force and effect.

Assignment. Samsung may assign this Agreement without your prior consent. You may not assign this Agreement without the prior consent of Samsung.

Governing Law. This agreement will be governed by, and construed and enforced in accordance with, the laws of the State of New York, excluding the principles of conflict of laws thereof that would cause the laws of another jurisdiction to apply.

Compliance with Laws. You agree to comply, at its own expense, with (i) the provisions of all applicable federal, state, county and local laws, ordinances, regulations and codes, including procurement of any required permits or certificates, as well as all non-U.S. laws, applicable to you in connection with this Agreement; and (ii) the Foreign Corrupt Practices Act, and you shall at all times refrain from engaging in any illegal, unfair, unethical or deceptive business practices. In connection with this Agreement, you agree not to make any illegal offer or make, or commit to the making of, a transfer of anything of value (in the form of compensation, a gift, contribution or otherwise) to any employee, representative, person or organization that is in any way connected with Samsung; provided, however, that this restriction shall not prevent reasonable and ordinary business entertainment or gifts of an unsubstantial value, that is customary in local business relationships and is permitted by applicable law.

Export Control. You acknowledge that any products, software or technical information provided under this Agreement are subject to U.S. and non-U.S. export laws and regulations and any use or transfer thereof must be made in compliance with such regulations. You agree not to transfer, directly nor indirectly, any Product, technical data or software furnished under this Agreement to any country without first obtaining all required licenses or other governmental approvals and otherwise complying with all applicable export control laws.

Entire Agreement; Amendment; Severability. This Agreement constitutes our entire agreement with respect to the subject matter hereof and supersedes all prior verbal or written agreements. No waiver or modification of this Agreement will be binding upon either of us unless made in writing and signed by duly authorized representatives such Party, and no failure or delay in enforcing any right will be deemed a waiver of such right. If any term or provision of this Agreement shall be found to be illegal or unenforceable, such illegal or unenforceable provision will be deemed modified to the limited extent required to permit its enforcement in a manner most closely approximating the intention of the Parties expressed herein.

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Samsung Early Adopter Program Terms
Revision Date 01 12 17