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TD SYNNEX TERMS OF USE AGREEMENT
The TD SYNNEX Terms of Use Agreement (the “Agreement”) between You (either an individual or the authorized representative of a company or other entity) and TD SYNNEX Corporation, on behalf of its affiliates and subsidiaries (“TD SYNNEX”) regarding TD SYNNEX’s Web Portal (the “Service”) and related content of TD SYNNEX and its licensors (the “TD SYNNEX Content”), available through this site (the “Site”). The Service and the TD SYNNEX Content are collectively referred to as “TD SYNNEX” for purposes of this Agreement. If You are agreeing on behalf of a company or other entity to be bound by the terms and conditions of this Agreement, 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 this Agreement shall refer to You or to the company or other entity You represent, as applicable.
License. Conditioned upon Your acceptance of all of the terms and conditions in the Agreement, and otherwise provided to You, You are granted a limited, nonexclusive, nontransferable, non-assignable license to use TD SYNNEX 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 outside the limited scope of this license. Password and Security. A customer account is required to access certain portions of TD SYNNEX 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, 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 or seek updated information from You. When you register upon your initial log-in to TD SYNNEX, You may be asked to choose a personal, nontransferable password. At that time, You may also be asked to provide confidential information of Your choosing (such as mother’s maiden name, pet’s name, city of birth, etc.) to be used by TD SYNNEX to confirm Your identity in the event You make a request for Your lost or forgotten password. Such personal information is subject to TD SYNNEX’s then-current Privacy Policy. 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 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 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, 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 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 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, You may use and display the visuals, information, and documents contained in or made available through TD SYNNEX 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 (“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.
Restrictions. You agree not to: |
| a. 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; b. alter, remove, or falsify any attributions or other proprietary designations of origin or source of any other content appearing on TD SYNNEX; c. 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; d. attempt, through any means, to gain unauthorized access to TD SYNNEX, or another user’s account on TD SYNNEX; e. 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 without TD SYNNEX’s prior express written permission. Systematic retrieval of data or other content from the Site or TD SYNNEX to create or compile, directly or indirectly, a collection, compilation, database or directory without TD SYNNEX’s prior written permission is prohibited; f. take any action that imposes an unreasonable or disproportionately large load on the Site’s or TD SYNNEX’s infrastructure; or g. 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. h. use information obtained via TD SYNNEXto replace contractual obligations to provide Point of Sale (POS) reporting, nor is TD SYNNEX information to be used to calculate commissions. NO WARRANTIES. TD SYNNEX AND ALL RELATED CONTENT AND SERVICES ARE PROVIDED “AS-IS”. TD SYNNEX MAKES NO REPRESENTATIONS OR WARRANTIES THAT TD SYNNEX OR ANY CONTENT PROVIDED ON OR THROUGH TD SYNNEX WILL MEET YOUR REQUIREMENTS, BE ACCURATE, COMPLETE, OR TIMELY, OR THAT TD SYNNEX 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 OR ANY CONTENT CONTAINED ON OR THROUGH TD SYNNEX 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 OR THE SITE, OR ANY USE OF SAME BY YOU. TD SYNNEX AND ITS LICENSORS MAKE NO REPRESENTATION THAT, OR WARRANTIES THAT, TD SYNNEX OR ANY CONTENT ON OR THROUGH TD SYNNEX IS APPROPRIATE OR AVAILABLE FOR USE IN ALL GEOGRAPHIC LOCATIONS. IF YOU USE TD SYNNEX 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, MARKETING PARTNERS, 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 OR OTHERWISE REGARDING THIS AGREEMENT, 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, 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 this Agreement; or (b) Your use or misuse of TD SYNNEX. Failure to Abide by Agreement. 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 immediately, without notice to You, and refuse to provide TD SYNNEX to You if You breach the Use Agreement, 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 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, or any TD SYNNEX 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. Export. The sale, resale or other disposition of products and any related technology or documentation are subject to the export control laws, regulations and orders of the United States and may be subject to the export or import control laws and regulations of other countries. You agree to comply with all such laws, regulations and orders and acknowledge that You shall not directly or indirectly export any products to any country to which such export or transmission is restricted or prohibited. 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 this Agreement 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 Agreement will be binding on the parties and their respective, permitted successors and assigns. The waiver, breach, or default of any provision in the Agreement will not be deemed a waiver, breach, or default of any other provision of the Agreement. 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 Agreement in that jurisdiction or affecting the validity or enforceability of such provision in any other jurisdiction. THIS AGREEMENT IS 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 and conditions at any time without prior notice. Notice of modifications may be given by posting notice of such changes on TD SYNNEX, by electronic mail, by facsimile or by conventional mail. You agree that Your continued use of TD SYNNEX constitutes acceptance of all of the terms and conditions, as modified. Customer Service. Any questions or comments regarding TD SYNNEX or the terms and conditions of this Agreement may be submitted to your TD SYNNEX Account Manager. Privacy. https://tdcontent.techdata.com/content/visitor/abouttd/privacy.aspx Printing. You are encouraged to print a copy of the terms and conditions of this Agreement for Your records.
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