These TD SYNNEX PartnerLINK Platform Terms of Use (the “Terms of Use“) between you as a reseller/partner (“Partner”) and TD SYNNEX Corporation and its subsidiary TD SYNNEX Canada ULC (together, “TD SYNNEX “) govern Partner’s use of the TD SYNNEX PartnerLINK 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. TD SYNNEX may provide notices via email to Partner’s registered administrator or via Platform notices. Changes become effective immediately upon publishing. Continued use of the Platform is deemed acceptance of the updated Terms of Use.

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.

1. PartnerLINK Platform. The Platform provides the following functions:

a. Events Calendar: Details about upcoming events and the ability to download an ICS calendar hold.

b. Resource Center: Download one-pagers, line cards, etc.

c. Benefits Guild: Listing of all benefits and who to contact or how to get more information.

d. Discussion Board: Chat board for members to start discussions.

e. Partner Directory: An online forum for Partners to connect with each other for the purposes of sharing industry insights.

f. Video Hub: Recordings of past events hosted on a Vidyard page.

2. Partner Requirements.

a. Partner must be a member in good standing of TD SYNNEX’s PartnerLINK program.

b. All Partners wishing to access the Platform are required to register. 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.

c. Partner shall comply with TD SYNNEX’s Code of Conduct. A copy of which can be found here: Code-of-Conduct_English.pdf.

3. Partner Profile. Partner shall create a Partner profile for publication to the Platform. 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.

4. TD SYNNEX’s Role. TD SYNNEX provides the Platform as an online forum for offering improved market intelligence, lead generation, and other tools and directories aimed at helping Partners better engage with each other to share industry insights. TD SYNNEX has no duty to monitor, review, or police Partner content or interactions and undertakes no obligation to do so; however, TD SYNNEX may, in its discretion, moderate, remove, or restrict access to content or suspend access to the Platform for any reason or no reason, including to address security, legal, or compliance concerns, without assuming any duty or liability for having done so or for failing to do so. The Platform and any information accessible through it (including Partner-provided content) is provided for general informational purposes only and does not constitute professional, legal, financial, technical, or other advice. For clarity, the Platform 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 Platform.

5. 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 Platform for Partner’s internal business purposes only. Partner may not provide the information obtained from the Platform to any third party or otherwise make use of the information outside the limited scope of this license.

6. Password and Security. A Partner account is required to access the Platform 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.

7. 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.

8. Proprietary Rights.

a. The Platform 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.

b. 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. Partner agrees not to display or use such property without TD SYNNEX’s prior written permission.

c. 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.

c. Feedback. Partner may choose to, or TD SYNNEX may invite Partner to, submit comments or ideas about the Platform, including without limitation about how to improve the Platform (“Ideas”). By submitting any Idea, Partner agrees that Partner’s disclosure is gratuitous, unsolicited and without restriction and will not place TD SYNNEX under any fiduciary or other obligation, and that TD SYNNEX is free to use the Idea without any additional compensation to Partner, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. Partner further acknowledges that, by acceptance of your submission, TD SYNNEX does not waive any rights to use similar or related ideas previously known to TD SYNNEX, or developed by its employees, or obtained from sources other than Partner.

10. Confidentiality. Partner acknowledges that in the course of performance of its obligations pursuant to these Terms of Use, it may obtain certain data and information that TD SYNNEX or its representatives designates as confidential, internal and/or proprietary at the time of disclosure or should reasonably be understood to be confidential at the time of disclosure given the nature of the information and the circumstances surrounding its disclosure. Partner hereby agrees that all such information communicated to it shall be received in strict confidence, shall be used only for purposes of these Terms of Use, and shall not be disclosed without the prior written consent of TD SYNNEX.

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

12. Compliance with Laws. Partner will comply with all applicable laws and regulations (including but not limited to in its use of the Platform).

13. Restrictions. Partner agrees not to:

a. use the Platform for any purpose that is prohibited by any laws, rules, or regulations (including but not limited to using the Platform to exchange competitively sensitive information or to engage in any conduct that may restrain trade);

b. upload, transmit, post, e-mail or otherwise make available to the Platform, 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 another Partner’s account in the Platform;

f. reverse engineer, decompile, disassemble, or derive source code, underlying ideas, algorithms, structure, or organizational form of the Platform;

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

h. take any action that imposes an unreasonable or disproportionately large load on the Platform’s infrastructure; or

i. 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.

14. Non‑Solicitation. To the extent allowed under applicable law, Partner will not, directly or indirectly, use the Platform to: (i) solicit, divert, or attempt to solicit or divert business from any other reseller/partner, or (ii) solicit or market to any prospective reseller/partner in a manner that competes with or would reasonably be expected to circumvent or disintermediate TD SYNNEX’s relationship with such reseller/partner.

15. 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 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 PLATFORM 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 PLATFORM 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.

16. 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 PLATFORM, EVEN IF TD SYNNEX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TD SYNNEX’S AGGREGATE LIABILITY FOR DIRECT DAMAGES ARISING FROM OR RELATING TO THESE TERMS OF USE OR THE PLATFORM SHALL NOT EXCEED $500.00 USD.

17. 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 Platform.

18. Failure to Abide by Terms of Use. TD SYNNEX reserves the right, in its sole discretion, to refuse access to the Platform 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 Platform. 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 Platform and to remove or modify any materials in its sole discretion.

19. Governing Law; Jurisdiction.

a. United States Partners: If Partner is located in the United States, these Terms of Use shall be governed by the laws of the State of Florida, without reference to choice of laws. The parties agree to venue in the applicable federal and state courts for Pinellas County, Florida. THESE TERMS OF USE EXCLUDES THE APPLICATION OF THE 1980 UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS (CISG).

b. Canadian Partners: If Partner is located in Canada, these Terms of Use shall be governed by the laws of the Province of Ontario, without reference to choice of laws. The parties agree to venue in the applicable federal and province courts for Toronto, Ontario. THESE TERMS OF USE EXCLUDES THE APPLICATION OF THE 1980 UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS (CISG).

20. 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.