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The TD SYNNEX Coaches Terms of Use (the “Terms of Use”) between You (either an individual or the authorized representative of a company or other entity) and TD SYNNEX (“TD SYNNEX”) regarding the TD SYNNEX Coaches Web Portal (the “Service”) and related content of TD SYNNEX and its licensors (the “TD SYNNEX Content”), available through this site (the “Site”). The Site, Service and the TD SYNNEX Content are collectively referred to as “TD SYNNEX Coaches” for purposes of these Terms of Use. If You are agreeing on behalf of a company or other entity to be bound by the terms and conditions of these Terms of Use, You are representing and warranting that You have the authority to act on behalf of, and otherwise bind, the company or other entity. In all such cases, each reference to “You” or “Your” in these Terms of Use shall refer to You or to the company or other entity You represent, as applicable. Persons under the age of 18 are prohibited from using TD SYNNEX Coaches. By Your use of TD SYNNEX Coaches, You represent that You are at least 18 years old. TD SYNNEX reserves the right in its sole discretion to change the Terms of Use at any time.

TERMS AND CONDITIONS FOR USE

TD SYNNEX Coaches Users. Users of the Website, the Content, and the Services consist primarily of “Coaches” and “Partners”. Partners and Coaches will register for use of the Website in order to find information advice, and guidance relating to hardware, software, services, and IT solutions. Coaches and Partners are collectively TD SYNNEX Coaches “Users”, and the Terms of Use will apply equally to all Users.

TD SYNNEX’s Role. TD SYNNEX provides a platform for Coaches and Partners to connect and focus on Partner questions. TD SYNNEX is not responsible for the performance or non-performance, delivery or non-delivery, of any Coach. Each Partner is solely responsible for the Partner’s acts and for the acts of the Partner’s employees and agents. Each Coach is solely responsible for the Coach’s acts and for the acts of the Coach’s employees and agents.

Partner Terms. Partners are current or prospective customers, resellers, or vendors registered with TD SYNNEX Coaches.  Partners should login to the Website at least once every three months or more to keep User accounts active. Partners agree to attend meetings they have scheduled. If Partners fail to attend more than two meetings without 24-hour notice, the Partner account may be suspended. Partners are only allowed to request one meeting per coach at a time and recommended to only schedule up to three meetings with different coaches at any one time. Scheduling meetings with coaches in excess (more than 3) and not showing up to meetings may result in account suspension or termination.

License. Conditioned upon Your acceptance of all of the terms and conditions in these Terms of Use, and otherwise provided to You, You are granted a limited, nonexclusive, nontransferable, non-assignable license to use TD SYNNEX Coaches via the Site for Your internal business purposes only. You may not provide the Service or TD SYNNEX Content to any third party or otherwise make use of the TD SYNNEX Coaches outside the limited scope of this license.

Password and Security. A User or customer account is required to access certain portions of TD SYNNEX Coaches and may be accessed and used only by those authorized individuals who are registered with TD SYNNEX to open a User account, You must complete the registration process by providing TD SYNNEX with current, complete, and accurate information as prompted by the applicable registration form. In registering for TD SYNNEX Coaches, You agree to submit accurate, current, and complete information about You and Your organization and promptly update such information, if applicable, or when requested by TD SYNNEX. Should TD SYNNEX suspect that such information is untrue, inaccurate, not current, or incomplete, TD SYNNEX reserves the right, but does not undertake any obligation, to suspend or terminate Your access to TD SYNNEX Coaches or seek updated information from You.

When you register upon your initial log-in to TD SYNNEX Coaches, You may be asked to choose a personal, nontransferable password. Any such personal information is subject to the TD SYNNEX Coaches Privacy Policy located at: https://tdcontent.techdata.com/content/visitor/abouttd/privacy.aspx.

You are solely responsible for any and all activities that occur under Your account and for ensuring that You exit or log-off from Your account at the end of each session of use. If You are conducting this session on a public computer or are otherwise using a computer to which multiple people have potential access, be sure to follow all relevant instructions to ensure You are sufficiently disconnected and logged off TD SYNNEX Coaches and the computer system to prevent unauthorized access to Your account with TD SYNNEX. You agree to notify TD SYNNEX immediately of any unauthorized use of Your password or account or any other breach of security that is known or suspected by You.

Proprietary Rights. TD SYNNEX Coaches is proprietary and is protected via various domestic and international laws, including, without limitation, United States Copyright Law and International Treaty provisions.

a. All material on TD SYNNEX Coaches, including, without limitation, all informational text, design and “look and feel,” layout, photographs, graphics, audio, video, messages, interactive and instant messaging design and functions, files, documents, images or other materials (collectively, the “Materials”), whether publicly posted or privately transmitted, as well as all derivative works, are owned by TD SYNNEX  or other parties that have licensed their material to TD SYNNEX, and are protected by copyright, trademark, trade dress and other foreign and domestic intellectual property laws. TD SYNNEX disclaims any proprietary interest in copyrights, trademarks, trade dress, service marks, logos, slogans, domain names and trade names other than its own. Trademarks, logos, images, graphics, audio, and service marks displayed on TD SYNNEX Coaches are the property of either TD SYNNEX or other third parties; You agree not to display or use such property without TD SYNNEX’s prior written permission.

b. The Materials on TD SYNNEX Coaches may not be copied, reproduced, republished, uploaded, posted, transmitted, or distributed in any way, including by e-mail or other electronic means, without the prior written consent of TD SYNNEX. Any modification of the Materials, use of the Materials on any networked computer environment, or use of the Materials for any purpose other than non-commercial use for Your internal business purposes, without the prior consent of TD SYNNEX, may be a violation of the copyright, trademark, and other proprietary rights in the Materials and is expressly prohibited.

c. If You have properly accessed TD SYNNEX Coaches, You may use and display the visuals, information, and documents contained in or made available through TD SYNNEX Coaches solely for Your internal business purposes. All rights not expressly granted by TD SYNNEX to You are reserved by TD SYNNEX or its licensors.

Submissions. TD SYNNEX does not accept suggestions, ideas, feedback, recommendations, concepts, posting, techniques for new services or products, or other information provided by You through TD SYNNEX Coaches (“Submissions”). If such Submissions are received, You acknowledge that (a)they will not be considered confidential or proprietary, (b)TD SYNNEX and its affiliates are under no obligation to keep such information confidential, and (c)TD SYNNEX alone shall own all right, title, and interest, including all related intellectual property rights, to any Submissions, and You agree to assign such Submissions to TD SYNNEX free of charge. TD SYNNEX may use or not use such Submissions as it deems appropriate in its sole discretion. TD SYNNEX reserves the right, but not the obligation, to remove any Submissions, suspend or terminate a User, or restrict access to any information or content posted or made available on TD SYNNEX Coaches.

Restrictions. You agree not to:

a. use TD SYNNEX Coaches for any purpose that is prohibited by any laws, rules, or regulations;

b. upload, transmit, post, e-mail or otherwise make available to the Site, or the Service, any content or other material in any format that: (i)is false, inaccurate, misleading, fraudulent, unlawful (including, but not limited to, laws governing consumer protection, unfair competition, antidiscrimination, or false advertising), harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, invasive of another’s privacy, libelous or otherwise objectionable; (ii)infringes any third party’s intellectual property, whether a copyright, patent, trademark, trade secret, or other proprietary right or rights of publicity or privacy; or (iii)contains viruses, worms, Trojan horses, time bombs, cancelbots, Easter eggs, corrupted files, or any other similar software or programs designed to interrupt, interfere, intercept, expropriate, destroy or limit the functionality of any data, personal information, computer software or hardware or telecommunications equipment;

c. alter, remove, or falsify any attributions or other proprietary designations of origin or source of any other content appearing on TD SYNNEX Coaches;

d. impersonate any person or entity, including, but not limited to, any TD SYNNEX official, or falsely state or otherwise misrepresent your affiliation with a person or entity;

e. attempt, through any means, to gain unauthorized access to TD SYNNEX Coaches, or another user’s account on TD SYNNEX Coaches;

f. use any robot, scraper, spider, other automatic device, or manual process to monitor or copy any information or content contained in or through TD SYNNEX Coaches without TD SYNNEX’s prior express written permission. Systematic retrieval of data or other content from the TD SYNNEX Coaches Site or Service to create or compile, directly or indirectly, a collection, compilation, database or directory without TD SYNNEX’s prior written permission is prohibited;

g. take any action that imposes an unreasonable or disproportionately large load on the Site’s or TD SYNNEX Coaches’ infrastructure; or

h. create liability for TD SYNNEX or cause TD SYNNEX to lose (in whole or in part) the services of its information technology partners or other suppliers.

NO WARRANTIES. TD SYNNEX COACHES AND ALL RELATED CONTENT AND SERVICES ARE PROVIDED “AS-IS”. TD SYNNEX MAKES NO REPRESENTATIONS OR WARRANTIES THAT TD SYNNEX COACHES OR ANY CONTENT PROVIDED ON OR THROUGH TD SYNNEX COACHES WILL MEET YOUR REQUIREMENTS, BE ACCURATE, COMPLETE, OR TIMELY, OR THAT TD SYNNEX COACHES OR THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE.

YOU UNDERSTAND AND AGREE THAT ANY MATERIAL OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF TD SYNNEX COACHES OR ANY CONTENT CONTAINED ON OR THROUGH TD SYNNEX COACHES IS AT YOUR OWN DISCRETION AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL OR DATA.

TD SYNNEX SHALL NOT BE RESPONSIBLE FOR ANY LOSS OR DAMAGE CAUSED, OR ALLEGED TO HAVE BEEN CAUSED, DIRECTLY OR INDIRECTLY, BY THE INFORMATION OR IDEAS CONTAINED, SUGGESTED OR REFERENCED AT TD SYNNEX COACHES OR THE SITE, OR ANY USE OF SAME BY YOU.

TD SYNNEX AND ITS LICENSORS MAKE NO REPRESENTATION THAT, OR WARRANTIES THAT, TD SYNNEX COACHES OR ANY CONTENT ON OR THROUGH TD SYNNEX COACHES IS APPROPRIATE OR AVAILABLE FOR USE IN ALL GEOGRAPHIC LOCATIONS. IF YOU USE TD SYNNEX COACHES FROM OUTSIDE THE UNITED STATES OF AMERICA, YOU ARE SOLELY RESPONSIBLE FOR COMPLIANCE WITH ALL APPLICABLE LAWS, INCLUDING, WITHOUT LIMITATION, EXPORT AND IMPORT REGULATIONS OF OTHER COUNTRIES.

NEITHER TD SYNNEX, NOR ITS LICENSORS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, DISTRIBUTORS, AFFILIATES OR SUBSIDIARIES MAKE ANY EXPRESS OR IMPLIED WARRANTIES, CONDITIONS, OR REPRESENTATIONS TO YOU, YOUR COMPANY, OR ANY OTHER PARTY WITH RESPECT TO TD SYNNEX COACHES OR OTHERWISE REGARDING THESE TERMS OF USE, WHETHER ORAL OR WRITTEN, EXPRESS, IMPLIED, OR STATUTORY. WITHOUT LIMITING THE FOREGOING, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE IS EXPRESSLY EXCLUDED AND DISCLAIMED.

LIMITATION OF LIABILITY. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT WILL TD SYNNEX OR ITS LICENSORS BE LIABLE FOR ANY LOST REVENUE, PROFIT OR DATA, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY, ARISING OUT OF OR RELATED TO THE USE OF OR INABILITY TO USE TD SYNNEX COACHES, EVEN IF TD SYNNEX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Some jurisdictions do not allow the exclusion of incidental or consequential damages, so some of the terms above may not be applicable to You.

Indemnification. You hereby acknowledge and agree to indemnify and hold harmless TD SYNNEX, its licensors, and their respective affiliates, subsidiaries, assigns, officers, directors and employees from all costs and expenses (including reasonable attorneys’ fees) in the event of any third-party claim relating to Your: (a)breach of any term or condition of these Terms of Use; or (b)Your use or misuse of TD SYNNEX Coaches.

Failure to Abide by Terms of Use. TD SYNNEX may, in its sole discretion, remove Your information from its database, warn TD SYNNEX’s community of Your actions, issue a warning, suspend or terminate Your access to and any current activities relating to TD SYNNEX Coaches immediately, without notice to You, and refuse to provide TD SYNNEX Coaches to You if You breach the Terms of Use, or if TD SYNNEX is unable to verify or authenticate any information that You provide, or if TD SYNNEX believes Your actions may cause financial loss or legal liability for You, TD SYNNEX’s other Coaches, customers, affiliates, or Partners, or TD SYNNEX. TD SYNNEX reserves the right, in its sole discretion, to refuse access to any user at any time to TD SYNNEX Coaches, or any TD SYNNEX Coaches portion. You agree that TD SYNNEX will not be liable to You or any third party for any termination of Your access to TD SYNNEX Coaches.

General. As used herein, terms appearing in the singular shall include the plural and terms appearing in the plural shall include the singular. Where there is a conflict between the Terms of Use and any written contract between You and TD SYNNEX, the terms of Your written contract with TD SYNNEX will govern. No rights, duties, agreements or obligations hereunder may be assigned or transferred by You, by operation of law, merger or otherwise, without the prior written consent of TD SYNNEX. The obligations, rights, terms and conditions in the Terms of Use will be binding on the parties and their respective, permitted successors and assigns. The waiver, breach, or default of any provision in the Terms of Use will not be deemed a waiver, breach, or default of any other provision of the Terms of Use. Any provision which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions in the Terms of Use in that jurisdiction or affecting the validity or enforceability of such provision in any other jurisdiction. THE TERMS OF USE ARE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF FLORIDA EXCLUDING ANY LAW OR PRINCIPLE WHICH WOULD APPLY THE LAW OF ANY OTHER JURISDICTION.

Modifications. TD SYNNEX reserves the right to modify these Terms of Use at any time without prior notice. Notice of modifications may be given by posting notice of such changes on TD SYNNEX Coaches, by electronic mail, by facsimile or by conventional mail. You agree that Your continued use of TD SYNNEX Coaches constitutes acceptance of all of the terms and conditions, as modified.

Customer Service. Any questions or comments regarding TD SYNNEX Coaches or the Terms of Use may be submitted to Coaches@tdsynnex.com.

Printing. You are encouraged to print a copy of the terms and conditions of the Terms of Use for Your records.