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    • DELL TECHNOLOGIES PARTNER PROGRAM TERMS AND CONDITIONS (MEXICO AND MCLA)

    • By participating in the Dell Technologies Partner Program (the "Program"), the company or entity that submits the channel Partner application or which is accepted into the Program (hereinafter referred to as "You" or "Partner") agrees to comply with the Dell Technologies Partner Program Terms and Conditions (the "Terms and Conditions"), which includes: (i) the General Terms and Conditions; ii) the Partner-specific Terms and Conditions, for any and all Partner registrations in respect of which You are authorized to participate in the Program; iii) the documents, terms and conditions (as amended) referred to in these Terms and Conditions; and (iv) any product resale agreement (the "Product Resale Agreement") that You have entered into with Dell Technologies.

       

      We ask that you print a copy of these Terms and Conditions for your records. Completing the Partner application does not imply or mean that You have been accepted into the Program, which will be subject to the successful completion of the vetting process, either directly by Dell Technologies or through an Authorized Reseller.

       

      For purposes of this Agreement, "Dell Technologies" means Dell America Latina Corp., Sucursal Argentina, Dell Computer de Chile Limitada, Dell Colombia Inc., Dell México S.A. de C.V., Dell Peru S.A.C., Dell World Trade L.P. and Dell Inc. and any of their affiliates and subsidiaries; "EMC" means EMC Computer Systems Argentina S.A., EMC Chile S.A., EMC Information Systems Colombia Ltda., EMC Computer Systems México S.A. de C.V., EMC Del Perú S.A., EMC Information Systems International Unlimited Company and EMC Corp. and any of their affiliates and subsidiaries, or any company that replaces them in the future as part of any corporate reorganization processes; "Dell Technologies" means Dell, EMC, or both; and "Dell Technologies Affiliate" means any direct or indirect subsidiary of Dell or EMC, as the case may be. This Agreement supersedes any prior Program terms in effect between You and Dell or EMC. If You have a Product Resale Agreement signed with Dell Technologies, it shall prevail over these T&Cs, in the event of a dispute, unless otherwise provided therein. 

       

      General Terms and Conditions

       

      1. Eligibility. During your participation in the Program, you must (a) maintain a good credit position with Dell Technologies; (b) meet the requirements of the Program, including completing, at your own expense, the necessary trainings; and (c) comply with these Terms and Conditions, and also with any product resale agreements (the "Product Resale Agreement") that You have entered into with Dell Technologies; in the event of a discrepancy, the latter shall prevail, unless otherwise provided. In addition, at all times You must: (d) maintain an updated company profile on the Partner Portal (as defined below), including your profile in the Find a Partner Tool, and provide relevant and up-to-date contact details of your staff; (e) manage Partner Portal permissions and access for your company's staff, and ensure that each user has appropriate access rights, including disabling in a timely manner the access of personnel who have been reassigned or who have been disassociated from the company; and (f) provide immediate written notice to Dell Technologies of any changes that may affect your participation in the Program. You shall designate an individual (the "Partner Account Manager") to perform the tasks referred to in subparts (d) and (f) and to receive all types of notices required by Dell Technologies pursuant to these Terms and Conditions. You authorize Dell Technologies to publish and include your Partner profile and company information in the Find a Partner Tool to help the public find a Dell Technologies Partner.

       

      2. Applicable documents

       

      2.1 Terms and Conditions. Unless noted in writing by Dell Technologies, these Terms and Conditions govern your participation in the Program, including marketing and incentive programs, and other subprograms available to You. These Terms and Conditions supersede all prior program terms and conditions (including but not limited to the EMC Reseller Marketing Support Terms, Dell Partner Direct Terms and Conditions, and Dell EMC Partner Program Terms and Conditions) between You and Dell Technologies. If a Product Resale Agreement has been entered into individually with Dell Technologies, or one is signed in the future, You must comply with both sets of terms and conditions, and in the event of a discrepancy, the Product Resale Agreement shall prevail, unless otherwise provided therein.

       

      2.2 Purchases. Purchases of hardware equipment and software licenses (the "Products") and support, maintenance, professional and other services (the "Services") provided directly by Dell Technologies are subject to the Product Resale Agreement you have entered into with Dell Technologies. In the event that a Product Resale Agreement has not been signed, You will purchase the Products and Services for resale only through an authorized Dell Technologies Partner Program reseller (the "Distributor"), unless You are expressly authorized in writing by Dell Technologies to purchase Products and Services directly from Dell Technologies.

       

      2.3 Subprograms’ Terms and Conditions. You agree that if you participate in or receive benefits from a sales or marketing initiative or program under the Dell Technologies Partner Program, you are subject to the terms and conditions (if any) that Dell Technologies imposes for the initiative or program (hereinafter, the "Subprograms’ Terms and Conditions"). All initiatives or programs that offer incentives, rebates, Marketing Development Funds or other economic benefits are subject to the Dell Technologies Partner Program Incentive Terms and Conditions included herein and the business rules (if any) of the initiative or program. Additionally, all Subprogram’s Terms and Conditions, even if expressly not provided for, shall be understood to contain these Terms and Conditions by reference.

       

      3. Partner Portal

       

      3.1 Grant of License. Dell Technologies may provide you, or You may receive, (a) access to the "Partner Portal", which includes websites, platforms, applications (web or mobile), tools and other resources related to the Program; and (b) "Information", including Confidential Information (as defined below), "Customer Data" (as defined in the Customer Data Terms and Conditions included herein), and "Personal Information" (as defined below). Dell Technologies grants you a limited, non-exclusive, non-transferable, non-sublicensable license for as long as these Terms and Conditions are in effect, to access and use the Partner Portal and Information for your exclusive internal use and solely for the purposes of (a) marketing and delivery of Products and Services; (b) development of Partner value-added services for the sole purpose of enabling and supporting customers' use of the Products and Services; or (c) assistance provided to Dell Technologies in selling the Products and Services. You will use the Partner Portal and the Information only in accordance with (d) these Terms and Conditions, (e) all additional terms and conditions accompanying the Partner Portal or the Information, such as separately signed Reseller Terms and Conditions, an agreement accepted through 'clickwrap', or a notice indicating that additional terms and conditions govern the Partner Portal or the Information (referred to, collectively, as the "Accompanied Terms and Conditions") and (f) the Site Terms and Conditions of Use contained herein in the event that You access or use the Partner Portal or Information from Dell Technologies websites. Your use of the Find a Partner Tool is subject to the Terms and Conditions mentioned herein. You will use and manage Customer Data in accordance with and subject to the Customer Data Terms and Conditions mentioned in this section. In case of discrepancy between these terms and conditions, the order of precedence is: Accompanied Terms and Conditions, Customer Data Terms and Conditions, these Terms and Conditions, and the Terms and Conditions of Use of the Site. All information shall be the property of Dell Technologies. Rights not expressly granted to You are the reserved rights of Dell Technologies.

       

      3.2 Errors and Availability. Dell Technologies assumes no responsibility for errors or delays in the transmission of Partner information to Dell Technologies that may occur prior to our receipt of the transmission of such information. The security procedures used in the Partner Portal are limited exclusively to the purposes of authenticating a transmission. Dell Technologies is deemed to have received transmissions only when Dell Technologies has received them in a reliable manner. The Partner Portal may sometimes be unavailable and no notice may have been issued. Dell Technologies is not responsible for any damage or loss that occurs as a result of such unavailability.

       

      3.3 Other benefits for the Partner. Dell Technologies may decide to make certain information collected about your company available to other companies with which Dell Technologies has a strategic relationship, including companies that conduct market research for Dell Technologies or offer products or services for your benefit or that of your customers. The information will be provided under confidentiality agreements between Dell Technologies and such Partners, and may be used to notify You of products, services or programs that Dell Technologies believes may be of interest to You.

       

      4. Information

       

      4.1 Confidential Information. In connection with the Program, You may be exposed to or have access (through the Partner Portal or otherwise) to materials, data or information, whether written, oral, electronic, website-based or otherwise, that is generally not available to the public (collectively, the "Confidential Information"). You will keep all Confidential Information in strict confidence for a period of three (3) years following the termination of these Terms and Conditions, and you must apply, at a minimum, the same level of care you employ for your own Confidential Information, but no less than reasonable care. Notwithstanding anything to the contrary in these Terms and Conditions, your confidentiality obligations with respect to Personal Information and trade secrets (including technical information about current Products and Services, and information about unreleased Products and Services) of Dell Technologies or a Dell Affiliate will never expire. You may share Confidential Information only with those employees who have a need to know in order to advance the business relationship between You and Dell Technologies, who are subject to legally binding confidentiality obligations that are at least as restrictive as those imposed on You in these Terms and Conditions. You are absolutely responsible for your staff's failure to comply with this paragraph. These confidentiality obligations do not apply to Confidential Information that (a) You can demonstrate was already in your possession prior to receiving it from Dell Technologies; (b) is publicly available, or becomes public, and this is not your or your staff fault; or (c) You have received it, by operation of law, from a third party that has no confidentiality obligation. In the event that a government entity or a court of law requires You to disclose Confidential Information, to the extent permitted by law, You agree to inform Dell Technologies thereof in reasonable time so that Dell Technologies may refuse disclosure or seek an order of protection. You acknowledge that damages arising from the inappropriate disclosure of Confidential Information may be irreparable and that Dell Technologies shall be entitled to seek equitable relief, including an injunctive relief, in addition to any other available legal or equitable remedies. Beyond any individual confidentiality agreement You have entered into with Dell Technologies, You authorize and agree that Dell Technologies and Dell Affiliates, and its employees and contractors, may access and use information relating to your business with Dell Technologies and information, including Personal Information, that You provide to Dell Technologies in connection with the Program for sales and marketing purposes, and for any purpose relating to the Program or the relationship between You and Dell Technologies (collectively, the "Purpose"), and that the Purpose may be disclosed to distributors or resellers, governmental entities, or relevant customers or end users for the purpose of fulfilling the Purpose, or fulfilling the obligations Dell Technologies has assumed towards You and/or its customers or end users.

       

      4.2 Personal Information. In the event that You provide Dell Technologies with any Personal Information about your staff, customers or prospective customers, You declare that You have obtained the necessary permission to transfer such information to Dell Technologies and to use and disclose the Personal Information as authorized in these Terms and Conditions. As used in these Terms and Conditions, "Personal Information" means any type of data or information that, separately or in conjunction with other information, is related to an identified or identifiable natural person or legal entity, or data that is considered personal data as defined in applicable laws. You will hold Dell Technologies harmless from any third-party claims arising out of your violation to this section.

       

      5. Lead Management Tools. Dell Technologies may provide you with Lead Management tools (the "Lead Management Tools") to access and manage information related to your potential opportunities. The term "Partner Potential Opportunity Contact Data" means the first and last name, email address and telephone number of the contact that (i) Dell Technologies has not provided and (ii) You choose to register with the Lead Management Tools. Dell Technologies will not use Partner's Potential Opportunity Contact Data for its direct sales or marketing efforts, except if it has your prior approval or where Dell Technologies has independently obtained such data from other sources. You understand that potential opportunity records from the Partner Portal may automatically link to potential opportunities in the Lead Management Tool. You understand and consent to the following: once an opportunity is registered with a potential client, (a) information about the potential opportunity related to the client will be displayed in the Opportunity Registration Tool; (b) all contact details of potential Partner opportunities will be displayed to Partners and distributors, and to Dell Technologies' channel and sales staff through the Potential Opportunity Registration Tool; (c) the agreement registration officer may view a list of contacts at the Partner and Distributor level, and obtain the participation of one or more of them as a point of contact for the agreement; and (d) all Partner and Distributor contacts, and all Dell Technologies sales and channel staff can see the names and contact information of all contacts associated with the agreement.

       

      6. Administration.

       

      6.1 During the term of these Terms and Conditions, and for a period of five (5) years thereafter, You will maintain legible, accurate and complete books, records and documents in relation to these Terms and Conditions, and the activities You have performed under them. After the retention period is over, you will need to discard these records in a proper way. As requested by Dell Technologies, You shall cooperate with and assist Dell Technologies in connection with audits, reviews or investigations (the "Audit") related to (a) these Terms and Conditions, or your compliance with laws; (b) the marketing, sale, distribution, licensing or offering of Products and Services, whether obtained from Dell Technologies or other third parties; (c) refunds, incentives, concessions or other amounts paid or payable by Dell Technologies; (d) compliance with the brand's guidelines in relation to the logo; or (e) amounts due to Dell Technologies. In connection with an Audit, You will provide all records, information and documents reasonably requested by Dell Technologies. Dell Technologies has the right to perform Site Audits. You shall grant Dell Technologies and its employees and representatives reasonable access to information, records, personnel and customers (including customer agreements to verify your compliance with these Terms and Conditions), and provide entry to and access to your establishment or other locations (during normal business hours) in which such records and information are located. Failure to cooperate with an Audit or to provide the information or records requested by Dell Technologies is considered a breach of these Terms and Conditions, and will result in Dell Technologies initiating actions, such as withholding MDF, refunds or any other incentives, or terminating your participation in this Program or the Product Resale Agreement You may have with Dell Technologies. Dell Technologies will bear the costs of the Audit, except in those cases where a difference of five (5) percent or more is detected in the information You have disclosed, in which case You agree to assume responsibility for reasonable costs. Prior to accepting certain high-volume purchase orders, Dell Technologies may request You, and You agree to provide, evidence (not including confidential terms and prices) that a final and binding purchase order has been executed by the end user customer for the Dell Technologies products and/or services being ordered (notably, the necessary testing will be subject to approval by Dell Technologies and will not include letters of intent, purchases subject to a future event, internal documentation from distributors or participation in bidding processes before public or private entities).

       

      6.2 Dell Technologies may reject any claim that it considers, in its sole discretion, to be in non-compliance with these Terms and Conditions, the Program, the Product Resale Agreement or the Subprogramme Terms and Conditions. Without notice, Dell Technologies may immediately suspend or terminate a quote, purchase order, registration, your participation in the Program or your Product Resale Agreement, if you provide Dell Technologies or its customers with claims or information that are inaccurate, incomplete or fraudulent, or if you engage in activities that may cause harm, embarrassing situations or negative publicity to Dell Technologies or any of its officers, directors or employees. Dell Technologies records and systems will be final and conclusive for the purpose of determining your eligibility and the benefits of the Program and the subprogram, and for executing any type of calculation under the Program or subprograms. Dell Technologies reserves the right to interpret the Program and subprogram rules in its sole discretion. All decisions made by Dell Technologies will be final.

       

      7. Partner Conduct. The terms referred to in section 6 (Administration) and 7 (Partner Conduct) are collectively referred to as the "Terms and Conditions of Compliance".

       

      7.1 Business Conduct. At all times, You will conduct business in such a way as to reflect favorably the Products, Services, good faith and reputation of Dell Technologies. In your purchases, marketing and sales of Products and Services, you will apply your best efforts to conduct the business ethically and avoid any kind of business practice that may be considered misleading, confusing or otherwise inappropriate. You will not make false or misleading statements in your marketing or sales materials. In connection with activities related to these Terms and Conditions, the Program, or the purchase, marketing, sale, or distribution of Products and Services, You shall comply with your obligations under the Dell Technologies Partner Code of Conduct, which is included herein, and shall be governed by the Terms and Conditions of Compliance.

       

       

       

      7.2 Anti-Corruption Laws. "Anti-Corruption Laws" means anti-corruption or anti-bribery laws in force in those jurisdictions in which You act or buy, market, sell, distribute or offer Products or Services. Specifically, the Anti-Corruption Laws include the U.S. Foreign Corrupt Practices Act of 1999. Anti-Corruption Laws regulate your purchase, marketing, sales, and distribution of Products and Services. You agree to comply with Anti-Corruption Laws. In connection with these Terms and Conditions or Order Terms (as defined in the Partner-Specific Terms and Conditions below), You will not initiate or engage in practices that violate anti-corruption Laws, nor will You allow any third-party to do so. You declare and guarantee that You and your directors, officers or employees – who have decision-making authority in relation to these Terms and Conditions, or Terms of Orders – are not government officials and have not been convicted of offences relating to acts of bribery, corruption, fraud or dishonesty, or that, to the best of your knowledge, have not been or are the subject of investigation, inquiries or enforcement proceedings by a governmental, administrative or regulatory body in relation to any type of offence or alleged offence under the Anti-Corruption Laws. You (a) will retain, for as long as the agreements between You and Dell Technologies govern, its own anti-corruption procedures and policies, including appropriate processes designed to ensure that You and the third-parties with whom You interact in connection with the Products, Services, these Terms and Conditions, the Product Resale Agreement or the Program comply with Anti-Corruption Laws; (b) provide a copy of such policies and procedures to Dell Technologies upon request; and (c) monitor and enforce such policies and procedures as appropriate. Dell Technologies may, without any liability to You, immediately terminate these Terms and Conditions, the Product Resale Agreement or the Order Terms, or suspend their performance hereunder (including withholding of incentive payments) in the event that (1) Dell Technologies has reason to believe that You have breached this paragraph or the Dell Technologies Partner Code of Conduct, or that a breach could occur; or (2) You refuse to provide the information requested by Dell Technologies to substantiate your compliance with this paragraph. Any incentive paid to you by Dell Technologies will automatically terminate and be terminated, and You must immediately refund such incentive to Dell Technologies, in the event of a breach of the Anti-Corruption Laws with respect to a transaction for which the incentive was paid.

       

       

      7.3 Customs, export controls and compliance with penalties

       

      A. Dell Technologies' acceptance of an order for Products or Services depends on your compliance with the provisions of this clause. If you sell Products and Services to end users, you must require your end users to agree to terms and conditions that are no less restrictive than those included in this subsection 7.3. If you sell Products and Services to other resellers, you must require them to require their own end users to agree to terms and conditions that are no less restrictive than those included in this subsection 7.3.

       

      B. You agree to submit to and assume full responsibility for obtaining and complying with the licensing requirements necessary for export, re-export, in-country transfers and import, registrations and other government authorizations related to the Products and Services offered under the Terms of Orders or these Terms and Conditions.

       

      C. You agree that, in connection with the Products and Services that Dell Technologies provides to you, and the products or services that You provide to Dell Technologies, you will not enter into contracts or otherwise do business with individuals, companies, organizations or other entities that are located in or related to certain countries or territories (including, but not limited to, North Korea, Cuba, Iran, Syria and Crimea), which are subject to U.S. sanctions or other government sanctions or are otherwise identified on a list of denied, prohibited, sanctioned, or rejected parties, including, but not limited to, that the U.S. government imposes, administer or enforce them from time to time through the Office of Foreign Assets Control ("OFAC"), the Bureau of Industry and Security ("BIS"), the U.S. Department of Commerce, the U.S. Department of State, the European Union, Her Majesty's Treasury of the United Kingdom (collectively, the "Penalties") without first obtaining the necessary government licence or other authorization, or which could otherwise result in a breach of the Penalties on your part or Dell Technologies.

       

      D. Neither You nor any of your subsidiaries, nor the directors, directors, officers, boards of directors (supervisory and administration), members or employees should be subject to or subject to any type of Penalties.

       

      E. You must have appropriate controls and systems in place to ensure that sales to customers meet the requirements of this clause. You also assume full responsibility for controlling the transactions of all customers and other external parties who may assist you, from which You may benefit, or to whom You provide products or services, or from whom You receive products or services, and for ensuring compliance with applicable laws in connection with the Penalties.

       

      F. You declare that you have relevant procedures in place to comply with the requirements of the anti-boycott laws and regulations of the United States and other jurisdictions in which Dell Technologies does business (and to ensure timely reporting).

       

      G. You declare that you have appropriate policies and procedures in place to ensure that – and guarantee that – the Products and Services offered in connection with these Terms and Conditions, or the Order Terms, will not be exported, re-exported, sold, rented or otherwise transferred to an end user – nor will the end user – nor will the end user – who participates in any of the following activities: (i) activities related to weapons of mass destruction, including activities related to the design, development, production or use of: (A) nuclear weapons, materials or facilities; (B) missiles or missile project support; or (C) chemical or biological weapons; (ii) terrorist activities, (iii) military end-use in or related to certain government-owned or government-controlled corporations in such countries as identified by U.S. government licensing authorities or other relevant authorities; (iv) exploration or production of oil and gas in the Arctic, deep waters (more than 150 meters) or shale formations in Russia, or in, or by, or with Russian companies, territories or other entities, as identified in BIS and/or OFAC.

       

      H. Except as prohibited by law or any mandatory governmental process, You agree to inform Dell Technologies in a commercially reasonable manner of any action or communication you receive, or become aware of, in connection with the Penalties or commercial compliance related to the Products and/or Services provided by You, or provided to You, or provided by Dell Technologies or provided to Dell Technologies.

       

      I. The products, software, technology or source or object code that You provide and that are installed on, exported with or used as part of the Products or Services are authorized for export, re-export or transfer pursuant to an export license that You must obtain or that, otherwise, is covered by a license exception.

       

      J. You are fully responsible for generating accurate reports and providing the corresponding export licenses, product classification information end-use declarations, and destination control declarations that are necessary for customs, export controls, and applicable penalties laws.

       

      K. Nothing in this subsection 7.3 should be construed as authorizing Dell Technologies to market or resell Products or Services in violation of the provisions of these Terms and Conditions.

       

      L. With respect to the extension of this clause, You are not authorized to import or export outside the Territory pursuant to Ex Works' terms and conditions, except that You have received written approval from Dell Technologies (at the level of Vice President of Sales or higher) and have signed an Ex Works Addendum with Dell Technologies and comply with such Addendum. "Territory" means the territorial circumscription in which Partner may resell Dell Technologies products and services.

       

      7.4 Offer-specific Terms and Conditions. You agree and agree that the Products and Services, including third-party brand offerings, identified in www.dell.com/offeringspecificterms You purchase for resale are subject to specific Additional Terms and Conditions, set forth in www.dell.com/offeringspecificterms. These Terms and Conditions shall apply as available in each country (hereinafter referred to as the "Offer-Specific Terms and Conditions"). In selling or providing such offers, You shall inform and require the end user (and require its resellers, if any, to inform and require the end user to do so) to accept the Specific Terms and Conditions of the offer. You will also provide written evidence of your failure to do so upon receipt of the request from Dell Technologies.

       

      8. Logos and Trademarks

       

      8.1 You agree that the trademarks, service marks, trade or company names, service and product IDs, Internet domains and Internet addresses, logos, artwork and other symbols and devices associated with Dell Inc., Dell Affiliates or the Products and Services (hereinafter, the "Dell Trademarks") are and shall remain the property of Dell Inc. You may not register or use any domain name, trade name, email address, social media management or other identity or origin designation that contains any of the Dell Trademarks – or that is confusingly similar to them – without the prior written permission of Dell Inc. You must also assign such designations to Dell Inc. at your own expense and at Dell Inc.'s request. You will not incorporate Trademarks into product names, service names or other similar designations. You will not use Dell Trademarks in search engine advertisements, either as keywords or in advertisements appearing on search engines without the prior written permission of Dell Inc. However, such restriction of use shall not apply in those places where it is prohibited by applicable law. If you request that Dell Technologies funds keyword offering activities, Dell Technologies may require additional terms and conditions related to such financing. Your use of the Dell Trademarks will inure to the exclusive benefit of Dell Inc. You agree that the images and graphic material that Dell Technologies provides to you in connection with the Products or Services are copyrighted or licensed by Dell Inc. or a Dell Affiliate. Therefore, You may not modify these images or artwork, or use them outside the context for which they were provided to You.

       

      8.2 Program Logos. Your use of the Program logos is governed by, and must comply with, the terms and conditions of the Dell Technologies Partner Logo and the Trademark Terms and Conditions of Use found herein.

       

      9. WARRANTY DISCLAIMER. DELL TECHNOLOGIES MAKES NO WARRANTIES OF ANY KIND AND SPECIFICALLY EXCLUDES ALL WARRANTIES AND CONDITIONS RELATING TO THE PROGRAM (INCLUDING ALL INFORMATION, TOOLS AND OTHER MATERIALS RELATING TO THE PROGRAM OR PROVIDED UNDER THE PROGRAM), WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND ANY OTHER TYPE OF GUARANTEE THAT TAKES PLACE BY REGULATION, ACCORDING TO LAW, OR COMMERCIAL USE. YOU UNDERSTAND THAT THE PROGRAM DOES NOT GUARANTEE THAT YOU WILL MAKE SALES OR EARN REVENUE. 

       

      10. Indemnification. To the fullest extent permitted by law, You will indemnify, defend and hold harmless Dell Technologies, Dell Affiliates and their respective successors and assigns from all claims, demands, causes of action, debt or liabilities (including reasonable attorneys' fees, legal fees, expenses and court costs) arising out of your failure to comply with applicable laws, the Compliance Terms and Conditions, Section 4 ("Information") or the Dell Technologies Partner Code of Conduct.

       

      11. Limitation of Liability. YOU ACKNOWLEDGE THAT YOUR PARTICIPATION IN THE PROGRAM IS STRICTLY VOLUNTARY AND THAT IT WAS NOT REQUIRED BY DELL TECHNOLOGIES AS A NECESSARY CONDITION TO PURCHASE PRODUCTS OR SERVICES FROM DELL TECHNOLOGIES.

       

      11.1 DELL TECHNOLOGIES SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY INDIRECT DAMAGES, LOSS OR DAMAGE, OR LOSS OF BUSINESS, REVENUE OR PROFITS, OR FOR CORRUPTED OR LOST DATA OR SOFTWARE.

       

      11.2 UNDER NO CIRCUMSTANCES SHALL DELL TECHNOLOGIES BE LIABLE FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THE PROGRAM OR THIS AGREEMENT, EXCEEDING USD 500 (U.S. DOLLARS) OR ITS EQUIVALENT IN LOCAL CURRENCY, OR RELATED TO THEM.

       

      11.3 THESE LIMITATIONS OF LIABILITY APPLY TO ALL CLAIMS RELATED TO DAMAGES, WHETHER IN CONTRACT OR TORT, AND WHETHER DELL TECHNOLOGIES KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES WITHOUT PREJUDICE TO THIS AGREEMENT, THE LEGAL REMEDIES SET FORTH HEREIN SHALL GOVERN EVEN IF THEY FAIL TO SATISFY THEIR ESSENTIAL PURPOSE.

       

      12. Termination

       

      12.1 Termination. You may withdraw from the Program at any time by sending written notice to Dell Technologies. Dell Technologies may suspend or terminate your participation in the Program, either in whole or in part, without prior written notice: (a) due to your failure to comply with these Terms and Conditions, or any other agreement related to your participation in the Program; or (b) for any attempt to violate the integrity of the Program as determined by Dell Technologies. In addition, Dell Technologies, in its sole discretion, may terminate the Terms and Conditions or the Program, either in whole or in part, for all participants, or for You alone, without cause, by sending ten (10) days' notice to the Partner Account Manager or other contact You have provided in connection with your participation in the Program.

       

      12.2 Effect of Termination. Upon termination of the Terms, the license and rights conferred on you under these Terms and Conditions will terminate in full and You will cease to use the Information and the Partner Portal, and You must promptly return to Dell Technologies all tangible copies of the Information in Your possession or possession of personnel at your own expense. Nothing in this Section 12 (Termination) shall limit Dell Technologies' rights to seek other legal remedies, including immediate judicial relief. All provisions which, due to their nature, must survive termination of this agreement shall survive.

       

      12.3 Termination of access to the Partner Portal. Dell Technologies has the right to terminate or discontinue access to the Information or Partner Portal by You or your staff at its sole discretion.

       

      13. Miscellaneous

       

      13.1 Assignment. You may not assign or renew these Terms and Conditions, or any of your rights under the Program or the Terms and Conditions, or delegate any of your obligations to a third-party, voluntarily, or involuntarily, whether by merger, consolidation, dissolution, at law, or otherwise without the express prior written consent of Dell Technologies. Dell Technologies may void any type of assignment, novation or delegation alleged to be in breach of the preceding sentence. To the extent Dell Technologies consents to an assignment, novation or delegation, these Terms and Conditions (including rights and obligations) shall be for the benefit of, and binding on, your successors, by merger, acquisition or otherwise, and their authorized assigns. Sale of Products Online: Subject to the prior written permission of Dell Technologies, which will detail other conditions, the Partner may resell certain Products through the Internet, but only through its own websites; sales through third-party websites (Amazon, EBay, among others) are not allowed. Notwithstanding the foregoing, the Partner undertakes to comply with the obligations arising from these Terms and the others that are enforceable by being a member of the Channel Program, for this type of sales to the extent that they are applicable.

       

      13.2 Sale of Products Online: The Partner may resell certain Products over the Internet, but only through its own websites; sales through third-party websites (Amazon, EBay, among others) are not allowed, unless previously authorized in writing by Dell Technologies, which will detail other conditions. Notwithstanding the foregoing, the Partner undertakes to comply with the obligations arising from these Terms and Conditions and the others that are enforceable by being a member of the Channel Program, for this type of sales to the extent that they are applicable.

       

      13.3 Independent Contractors. You and Dell Technologies are independent contractors and will not have any authority to bind the other. Nothing in these Terms and Conditions or your participation in the Program shall be construed as creating a partnership, agency, joint venture, franchise or other similar provision. Neither party shall make representations or warranties on behalf of the other party. Neither party is, nor shall it claim to be, the legal representative, franchisee, employee, agent or representative of the other party.

       

      13.4 Dispute Resolution. As a condition of filing a lawsuit, You and Dell Technologies will attempt to resolve any and all claims, controversies or disputes arising out of or related to this Program or these Terms and Conditions (the "Dispute") against Dell Technologies or a Dell Affiliate by negotiating with persons duly authorized to resolve the Dispute, or, through a mediation in which a mediator agreed by both parties must participate, instead of reaching a dispute. The existence or results of negotiations or mediations shall be confidential. While the factual and legal considerations of the underlying Dispute shall be resolved in accordance with this Section 13 (Other), either party has the right to obtain from a court of competent jurisdiction a temporary restraining order, injunctive or other equitable relief to preserve the status quo, avoid irreparable damage, avoid the expiration of applicable limitation periods or preserve a superior position with respect to other creditors. In the event that the parties are unable to resolve the Dispute within thirty (30) days (or such other mutually agreed period) after notification of the Dispute to the other party, the parties shall be free to resort to all remedies available at law. In the event of recourse to justice, You agree to submit the claim to the ordinary commercial judges of the jurisdiction where the Dell Technologies entity responsible for the sale of Products or Services resides.

       

      13.5 Force Majeure. Dell Technologies shall not assume any liability whatsoever for delay in performing its obligations, or for failure to perform its obligations, for any period if performance is delayed or deemed impracticable or impossible due to circumstances beyond its reasonable control.

       

      13.6 Applicable Laws. You agree that any Dispute arising out of, arising out of, or related to the Program or these Terms and Conditions, shall be governed by the laws of the country where the Dell Technologies entity responsible for the sale of Products or Services resides, either directly or through an Authorized Distributor without regard to conflict of law rules or the United Nations Convention on the Contracts for the International Sale of Goods. Neither Dell Technologies nor You have the right to join or consolidate claims of or against other Partners or customers or to bring a claim in a representative capacity or as a class action, or in the general capacity of a private counsel.

       

      13.7 Modifications. Dell Technologies reserves the right to modify the Program, including eligibility requirements, Program benefits (including discounts, incentives and pricing) and these Terms and Conditions (including all documents, terms and conditions referenced therein) at any time without notice. Your continued participation in the Program will be indicative of your binding acceptance of the changes and your consideration in support of the modifications, without it being necessary to grant any additional acceptance.

       

      13.8 Severability. In the event that any part of these Terms and Conditions is declared illegal, invalid or unenforceable, or is found to be illegal, invalid or unenforceable, that part will be deleted or modified as necessary to make it legal, valid and enforceable, and, at the same time, preserve the original intentionality of the parties to the greatest extent possible. The other parts of these Terms and Conditions shall remain in full force and effect and shall not be affected.

       

      13.9 Waiver. Dell Technologies' failure to enforce any of the provisions of these Terms and Conditions shall not constitute a waiver of any future performance in relation to that provision or other provisions of these Terms and Conditions. Waivers will be ineffective with Dell Technologies unless they are made in writing and signed by an authorized representative of Dell Technologies.

       

      13.10 References. You will not issue or release, either directly or indirectly, any advertising, marketing material, press release or other public written announcement that is in any way related to these Terms and Conditions, or your participation in the Program, or your relationship with Dell Technologies, without the prior written approval of Dell Technologies. For the sake of clarity, your use of the Program’s logo as permitted and in compliance with the terms set forth in subsection 8.2 (Program Logos) does not require prior written approval by Dell Technologies.

       

      13.11 Total Terms and Conditions. These Terms and Conditions (including the General Terms and Conditions, the applicable Partner-Specific Terms and Conditions, and all documents, terms and conditions (as amended from time to time) referenced herein) and the Reseller Terms and Conditions in effect with Dell Technologies represent the entire agreement between Partner and Dell Technologies with respect to the Program, including subprogrammes, rebates, incentives and marketing programmes. Partner expressly disclaims all reliance on any representations or representations made by Dell Technologies that are not included in these Terms and Conditions, or in Dell Technologies' prior course of conduct.

       

      13.12 Headings, interpretation and English language. In this document headings and subsections are used for practical reasons and for reference only and should not be taken into account for the interpretation of these Terms and Conditions. All references herein to the "Sections" and "Subsections" shall be deemed to be references to the sections of these Terms. The words "included" and "including", and other variations thereof, should not be considered as terms meaning limitation, but should be interpreted as being followed by the words "without limitation" or "without being limited to them". The parties confirm that it is their wish that these Terms and Conditions, as well as other documents relating to these Terms and Conditions, including notices, be drafted in the English language only.

       

       

      PARTNER-SPECIFIC TERMS

       

      Solution Provider

       

      The terms and conditions in this section ("Partner Specific Terms") apply to you depending on the authorization Dell Technologies has given you in connection with your path to purchase.

       

      These Partner-Specific Terms shall supplement the terms of the Product Resale Agreement you have entered into with Dell Technologies, in the event of a conflict between the two, the terms of the latter agreement shall prevail, unless otherwise provided by dell Technologies. Terms in capital letters shall be defined in the same way as in the General Terms.

       

      The Partner-Specific Terms apply to You if You are a Solution Provider in accordance with the rules of the Dell Technologies program authorized to purchase Dell Technologies products directly from Dell Technologies or through a Reseller.

       

      1. LEVEL. Additional requirements related to your Partner level can be found here. Failure to comply with these terms may result in termination of these Customer-Specific Terms.

       

      2. ORDER AGREEMENTS. If You are authorized to purchase products or services from Dell Technologies for resale, You will order them from your applicable Dell Technologies entity in your assigned territory and such purchases are subject to and governed by the terms hereof and/or the Product Resale Agreement you have signed with Dell Technologies.

       

      3. REGISTRATION OF AGREEMENTS AND TERMS OF INCENTIVES AND DISCOUNTS. You will comply with all terms posted on the Partner Portal with respect to any of the subprograms, including, but not limited to:

      a. The Dell Technologies Opportunity Register and Official Standards for Registering Lines of Business are published here.

       

      b. Dell Technologies Discount and Incentive Terms are posted here.

       

      4. PRIORITY. In the event of any conflicts between the General Terms and the Partner Specific Terms, the Partner Specific Terms shall prevail. In the event that You have a separate Product Resale Agreement and there is a conflict with the terms hereof, the terms of the Product Resale Agreement shall prevail, unless the latter provides otherwise.

       

      By accepting these DELL TECHNOLOGIES PARTNER PROGRAM terms set forth above, you declare that you are legally authorized to represent your company, and that you have understood and agree to all provisions of the document.

       

      Service Provider

       

      The following terms shall apply exclusively to You, provided that You have been previously and expressly authorized by Dell Technologies to act as a Service Provider (as defined below). To the extent there is a conflict, between the General Terms and these terms for Service Providers, the latter shall prevail.

       

      It will be considered Service Provider anyone who buys Products and Services to provide with these, services to third parties, having already identified various end users who require and who will buy services instead of Products. You may also sell Hardware and Software to customers or end users as Services to third parties with the equipment purchased.

       

      Notwithstanding the foregoing, these terms do not entitle You on their own to be part of the Dell Technologies Service Provider track and accordingly eligible to receive incentives on such track. If you wish to be part of the Service Provider track and be eligible to receive incentives on that track, you must apply to Dell Technologies for the respective onboarding on said track.

       

      1. DESIGNATION

       

      Dell Technologies authorizes You to resell the Products and Services directly to end users or purchase the equipment to provide Managed Services to end users only within the Territory. Managed Services means: software-as-a-service ("SaaS"), infrastructure-as-a-service ("IaaS"), organized, requested, office services or the like.

       

      2. LICENSES

       

      A. Authorization and Licensing. Dell Technologies authorizes You to acquire Hardware and Software for the purpose of providing Services to third parties with the equipment purchased. This is provided that Dell Technologies is informed by You that such equipment will be sold and/or used by Dell Technologies or third parties to provide Services and the End User has a valid and current contract with Dell Technologies for the provision of a Service offer to third parties. Dell Technologies shall notify You of those end users who are authorized and have a valid agreement in effect with Dell Technologies. For the purposes of these terms, Dell Technologies grants You a non-exclusive, non-transferable license to use (i) the Software solely for your business purposes and/or in connection with the delivery to You of the Customer Service Offerings, in the form of a service bureau, SaaS, IaaS or PaaS offerings, business process outsourcing or similar methods offering hosted service; and (ii) Documentation relating to the Software solely to support the use of the Software used by end user. Dell Technologies authorizes You to grant End User remote and limited access and limited right to use the Software solely to use, process or manipulate End User information or documents stored or controlled through the Products as part of the service offering, during the period in which You are providing the service offering to End User. You will not use, and will require the End User not to use, the Software for any purpose other than those set forth in these terms. You shall be jointly and severally liable for any access to or use of the Products by end users. Licenses granted to You may, in accordance with Dell Technologies' proposal or this Agreement and its Addendum, be perpetual or temporary and shall commence at the time of Delivery of the physical media or on the date on which You have been notified of the electronic availability of the Products, as the case may be. You will indemnify Dell Technologies for any damages that may be caused by breach of this clause, in the amount to which you have been definitively sentenced by a court with territorial jurisdiction; and release Dell Technologies, as well as its directors, employees and staff, harmless from any suit, complaint, action or proceeding against Dell Technologies for your breach of this clause.

       

      B. Types of Licenses. Any License to the Software shall be solely for use of the Software in accordance with the commercial terms and restrictions on use of the license type, as set forth in the Product Notice and/or Dell Technologies' proposal, which applies to the Software to which it relates. For example, the license type may set the Software to be licensed only (i) for a certain number of units; (ii) solely for use with or on certain equipment, or a CPU, network, or other equipment environment; and/or (iii) up to a specific amount of storage capacity. The microcode, firmware and operating system software included in the Products, which enable the Products to perform their basic functions, are supplied under license only for use in the Products with which they have been shipped.

       

      C. License Restrictions. Any Software license granted under these terms is granted solely for use of the Software in object code. You may copy, install and use the Software in accordance with the terms of the license and may make other copies for backup purposes only. You may copy the Documentation to the extent reasonably necessary for your authorized internal use of the Software. Customer, without the prior written consent of Dell Technologies, may not (i) use the Software in a service office, in the provision of application services or similar capacity; or (ii) communicate to third parties the results of comparative or capacity, or competitive, tests or analyses of Dell Technologies Products, performed by or for the customer; or (iii) transfer, copy, supply, disclose or make available the Software to anyone other than its employees or freelancers or end users, these terms, or (iv) transfer Software to third parties. You will indemnify Dell Technologies for any damages that may be caused by breach of this clause, in the amount to which you have been definitively sentenced by a court with territorial jurisdiction; and release Dell Technologies, as well as its directors, employees and staff, harmless from any suit, complaint, action or proceeding against Dell Technologies for your breach of this clause.

       

      D. New Software Versions. New versions of the Software are governed by the license terms applicable to the Software.

       

      E. Audit Rights. At all times Dell Technologies shall have the right to audit your use of the Software to confirm compliance with these terms, on business days and hours to be combined. Such audit shall be subject to prior written notice from Dell Technologies to You at least thirty (30) calendar days in advance and shall be conducted in such a manner as not to interfere with your business activities. You will provide Dell Technologies with the assistance required to perform such audit and shall, without prejudice to any other rights of Dell Technologies, rectify any non-compliance identified during the audit at your own expense, including, but not limited to, the purchase of any additional licenses that may be applicable.

       

      F. Termination. Dell Technologies may terminate licenses in the event that You breach the terms governing your use of the Software and fail to correct such licenses within thirty (30) business days of receipt of written notice from Dell Technologies thereof. Upon termination of the license, You will not use the Software immediately and will return it to Dell Technologies or warrant and prove its proper destruction (including any copies contained in electronic or physical media).

       

      G. All Rights Reserved. All rights not expressly granted to You remain reserved. In particular, neither title nor ownership of the Software is transferred to You. You shall reproduce and include copyright and other proprietary notices on and on any copies of the Software. Except as expressly required by applicable law or public order, You will not modify, enhance, supplement, disassemble/reverse engineer/decompile or convert the Software to a human-readable form, without the prior written permission of Dell Technologies, nor will You permit such acts to be performed by any third party.

       

      H. Other License Terms. For Products supplied with a "clickwrap" contract included as part of the installation and/or electronic shipping process, or with a "shrinkwrap" contract included in the packaging of the Product, the terms and conditions set forth in such clickwrap or shrinkwrap contract shall prevail in the event of a conflict between such agreements and these terms.

       

      I. Reports. In order for Dell Technologies to provide the benefits available, You must provide Dell Technologies with a point of sale report identifying customers, locations, duration of contracts and capacity used during the period or provide such information to Dell Technologies at the time the foregoing is generated or at the request of Dell Technologies. This includes all contracts that are Dell Technologies Powered (on EMC, DELL or Dell Technologies equipment).

       

      Rev. 03FEB2022