TD SYNNEX PARTNER DIRECTORY™

TERMS OF USE

These TD SYNNEX Terms of Use (the “Terms of Use”) between you as a reseller/partner (“Partner”) and TD SYNNEX Corporation (“TD SYNNEX “) govern use of the TD SYNNEX Partner Directory (“Partner Directory”) available through the TD SYNNEX directory platform (the “Platform”). Use of the Platform indicates acceptance of the Terms of Use, as they exist at that time. TD SYNNEX reserves the right to change the Terms of Use at any time. Changes become effective immediately upon publishing.

By agreeing to the Terms of Use, you represent and warrant that you have the authority to act on behalf of, and otherwise bind, Partner to the terms and conditions contained herein.

TERMS AND CONDITIONS FOR USE

Partner Registration. All Partners wishing to access the Partner Directory are required to register for use of the Platform. Partner must complete the registration process by providing TD SYNNEX with information as prompted by the applicable registration form. In registering for the Platform, Partner agrees to submit accurate, current, and complete information about Partner’s 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 Partner’s access to the Platform or require that updated information be submitted.

Partner Profile. Partner shall create a Partner profile for publication to the Partner Directory. TD SYNNEX has no obligation to verify the information presented in the Partner profile, including but not limited to any information pertaining to Partner’s business activity, financial standing, qualifications, certifications, or accreditations.

TD SYNNEX’s Role. TD SYNNEX provides the Partner Directory as an online forum for Partners to connect with each other for the purposes of sharing industry insights. Partners who opt-in to the Partner Directory are able to search and browse information authorized for publication to the Partner Directory by directory participants. For clarity, the Platform and/or the Partner Directory is NOT a brokerage or referral network. TD SYNNEX is not responsible for any information provided by a Partner to another Partner, or for the acts or omissions of any Partner. Each Partner is solely responsible for its acts and for the acts of its employees and agents, and for any activity directly or indirectly resulting from use of the Partner Directory.

License. Conditioned upon Partner’s acceptance of all of the terms and conditions in these Terms of Use, and otherwise provided by TD SYNNEX, Partner is granted a limited, nonexclusive, nontransferable, non- assignable license to use the Partner Directory via the Platform for Partner’s internal business purposes only. Partner may not provide the information obtained from the Partner Directory to any third party or otherwise make use of the information outside the limited scope of this license.

Password and Security. A Partner account is required to access the Partner Directory and may be accessed and used only by those individuals who are authorized to access their Partner account. Upon registration, Partner may be asked to assign a profile administrator and choose a unique password.

Data Protection. Company will not sell, share, retain, use or disclose the information collected except for the specific business purpose specified in this Agreement or as permitted by applicable privacy regulations. Participants agree to use the information provided by the Partners for the sole purpose of participation in this program. Personal information collected under this program is subject to the TD SYNNEX Privacy Policy located at: Privacy – TD SYNNEX USA

Partner is solely responsible for any and all activities that occur under Partner’s account and for ensuring that only authorized users can access the account. Partner agrees to notify TD SYNNEX immediately of any unauthorized use of Partner’s password or account or any other breach of security.

Proprietary Rights. The TD SYNNEX Platform and Partner Directory is proprietary and is protected via various domestic and international laws, including, without limitation, United States Copyright Law, Canadian Copyright Law, and applicable International Treaty provisions.

1. a) All material on the Platform, 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 the Platform are the property of TD SYNNEX. You agree not to display or use such property without TD SYNNEX’s prior written permission.
2. b) The Materials on the Platform 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 Partner’s 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.

Submissions. Partner acknowledges that (a) any information provided for publication to the Partner Directory will not be considered confidential or proprietary, and (b) TD SYNNEX and its affiliates are under no obligation to keep such information confidential.

Restrictions. Partner agrees not to:

a) use the Partner Directory for any purpose that is prohibited by any laws, rules, or regulations;

b) upload, transmit, post, e-mail or otherwise make available to the Platform or the Partner Directory, 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, 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 the Platform;

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 the Platform or Partner Directory, or another Partner’s account in the Partner Directory;

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

g) take any action that imposes an unreasonable or disproportionately large load on the Platform’s 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. THE TD SYNNEX PLATFORM AND ALL RELATED CONTENT IS PROVIDED “AS-IS”. TD SYNNEX MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE PLATFORM OR ANY CONTENT PROVIDED ON OR THROUGH THE PLATFORM OR PARTNER DIRECTORY WILL BE ACCURATE, COMPLETE, OR TIMELY, OR THAT THE PARTNER DIRECTORY OR THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE.

PARTNER ACKNOWLEDGES AND AGREES THAT PARTNER’S USE OF ANY MATERIAL, INFORMATION, LEAD, OFFER, OR OPPORTUNITY OBTAINED FROM CONNECTIONS MADE THROUGH THE PARTNER DIRECTORY OR ANY CONTENT CONTAINED ON OR THROUGH THE PLATFORM IS AT PARTNER’S OWN DISCRETION AND RISK. PARTNER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE OR LOSS CAUSED OR ALLEGED TO HAVE BEEN CAUSED, DIRECTLY OR INDIRECTLY, FROM SUCH USE.

NEITHER TD SYNNEX, NOR ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AFFILIATES OR SUBSIDIARIES MAKE ANY EXPRESS OR IMPLIED WARRANTIES, CONDITIONS, OR REPRESENTATIONS TO PARTNER OR ANY OTHER PARTY WITH RESPECT TO THE PARTNER DIRECTORY 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 BE LIABLE FOR ANY LOST REVENUE, PROFIT OR DATA, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY, ARISING OUT OF OR RELATED TO THE USE OF OR INABILITY TO USE THE PARTNER DIRECTORY OR THE PLATFORM, EVEN IF TD SYNNEX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Indemnification. Partner hereby acknowledges and agrees to indemnify and hold harmless TD SYNNEX and its 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 Partner’s: (a) breach of any term or condition of these Terms of Use; or (b) Partner’s use or misuse of the Partner Directory.

Failure to Abide by Terms of Use. TD SYNNEX reserves the right, in its sole discretion, to refuse access to the Partner Directory to any user at any time for failure to abide by these Terms of Use. Partner agrees that TD SYNNEX will not be liable to Partner or any third party for any termination of Partner’s access to the Partner Directory. The opinions expressed are the views of the author alone and should not be attributed to any other individual or entity and shall not constitute a legal opinion. TD SYNNEX also reserves the right to review materials and content posted or added to the Partner Directory site and Discussion Board and to remove or modify any materials in its sole discretion.

General.

a) As used herein, terms appearing in the singular shall include the plural and terms appearing in the plural shall include the singular.

b) Where there is a conflict between the Terms of Use and any written contract between Partner and TD SYNNEX, the terms of the written contract will govern.

c) No rights, duties, agreements or obligations hereunder may be assigned or transferred by Partner, by operation of law, merger or otherwise, without the prior written consent of TD SYNNEX.

d) The obligations, rights, terms and conditions in the Terms of Use will be binding on the parties and their respective, permitted successors and assigns.

e) 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.

f) 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.

g) 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.