Nuki Professional Partner Agreement.

General Terms and Conditions of the Nuki Pro partner program.

We, the Nuki Home Solutions Inc (Nuki), a Delaware corporation, are a mobile service provider of digital door lock systems and mobile applications (Apps) which are based on them. Our innovative access solutions are suitable for single-family and multiple-occupancy homes, flats and offices, private households and companies. These General Terms and Conditions of the Pro Partner program govern the purchase of the hardware products by Pro Partners offered by Nuki.

Thank you for registering as a Nuki Pro partner. By submitting your registration, you accept this agreement for the Nuki Pro partner program.

The Nuki Pro partner program is primarily aimed at small and medium-sized companies in the smart home equip- ment, electrical installation and locksmith services, wholesale, carpentry, and door manufacturing industries. The Pro partner must operate strictly under its own corporate name. The Partner’s online and offline presence must not create the impression, or imply to the public, that the Partner is Nuki itself, a branch of Nuki, or an exclusive agent thereof.

General inquiries are accepted exclusively via the contact address pro-us@nuki.io

Requirements for acceptance as a Nuki Pro partner.

• A business premise and/or a focus on personal customer service (pure online trading is excluded).
• Affiliation with one of the above-mentioned industries or a business model that corresponds to Nuki’s business philosophy.

Nuki reserves the right to reject registrations without giving reasons or to forward the contact to the Nuki Sales Department in order to offer cooperation via another sales channel (e.g. as a key account).

Process for ordering through the Nuki Pro partner program.

The Pro partner business will send an email order to pro-us@nuki.io or the Nuki US Country Manager.

S/he will respond with an Offer Document. Once the Offer is confirmed paid (via Credit Card link, Bank Transfer, or check), only then will the Order be processed and shipment released.

Conditions for participation in the Nuki Pro partner program.

In addition to brick-and-mortar retail, Nuki Pro partners may advertise and resell all Nuki Pro products via their own website (excluding online marketplaces).

Marketing support is provided upon request and by individual agreement. Nuki provides logos, graphics, product images, etc. free of charge. Integration of all videos from our YouTube channels is permitted. Re-uploading the videos to your own YouTube channel is prohibited. Nuki prohibits the promotion of the Nuki brand, including modifications, in search engine advertising (SEA) using text, images, or shopping ads. A complete list of all keywords that must be added to the advertising account as negative keywords can be found here.

The materials provided may without exception only be used for the advertisement of Nuki products and may not be edited.

Exchanging items.

Please note that as part of your obligation to report defects, you must inspect the goods you have received immediately and report any defects as soon as possible. Only devices that are proven to be defective may be exchanged. Nuki Pro partners are not eligible to exchange or return goods that are in working order. Products accepted by Nuki Pro partners from end customers as a gesture of goodwill (where the product is not defective), a factory reset can be performed to prepare them for resale or reuse.

Returns must be announced in writing to prosupport-us@nuki.io in order to receive a Return Number (RMA). We will exchange the goods upon receipt of the notified return shipment. All returned goods that arrive at our logistics partner unannounced (without an RMA number) cannot be assigned and will subsequently not be processed further.

US Pro Partner Customer Support can also be reached at: (606) 506-0686

Contract term/exclusivity.

This cooperation can be terminated by either party without giving reasons.

Nuki is unable to grant its Pro Partners regional exclusivity rights.

LIMITATION OF LIABILITY.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL NUKI BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFITS, DATA, OR REVENUE), ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. NUKI’S TOTAL LIABILITY FOR ANY CLAIMS SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY PARTNER TO NUKI IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

Governing Law and Jurisdiction.

This Agreement shall be governed by and construed in accordance with the laws of the State of New York, with- out regard to its conflict of laws principles. The parties agree that any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in New York County, State of New York, and each party hereby irrevocably submits to the jurisdiction of such courts and waives any objection to venue therein.