Dell will use that information according to the terms of its privacy policy located at Dell.com. Dells Indemnity for Infringement of Third Party Intellectual Property Rights. Any incentive which Dell Technologies has paid to you will be automatically terminated and cancelled, and you will promptly refund such incentive to Dell Technologies, if you violate the Anti-Corruption Laws with regard to any transaction for which the incentive was paid. Pallet 2 Pcs Decor, Hardware Customer Returns Signature Hardware, DAILY DEAL! Your failure to properly transfer the asset/service identification number of the Equipment will result in the End-Users inability to receive Support Services from Dell for such Equipment, and Dell will not be liable to you or to any End-User for any such failure. Dell shall have no obligation to provide any indemnity to your End Users. You hereby grant Dell, and Dell hereby retains, a purchase money security interest and lien on any and all of your rights, title and interest in Products, wherever located, and all replacements or proceeds of the Products, until the invoice for the applicable Products is paid in full, including any late charges and costs of collection. Records to be retained include, but are not limited to: names and contact information of your Resellers and End Users, copies of purchase orders, invoices, bills of lading or air waybills, packing lists, proof of delivery, receipt of payment from your Resellers and End Users, electronic export information filed in AES system if Products were exported and any correspondence between yourself and your Resellers or End Users relating to ultimate Product destination and end use. Services Software. All initiatives or programs that offer incentives, rebates, marketing development funds, or other financial benefits are subject to the Dell Technologies Partner Program Incentive Terms and Conditions located here and to the business rules (if any) for the initiative or program. Neither party is nor will claim to be a legal representative, partner, franchisee, agent or employee of the other party. The words include and including, and other variations thereof, will not be deemed to be terms of limitation, but rather will be deemed to be followed by the words without limitation. If you continue to use this site we will assume that you are happy with it. All provisions that by their nature are intended to survive the termination shall survive. You shall not market or resell Products or Services to any reseller that (1) is outside of the geographic territory specified in your Ordering Agreement or (2) you have reason to know intends to resell to End-Users outside of the geographic territory specified in your Ordering Agreement. A partys duty to defend and indemnify under this section is contingent upon the party seeking indemnity: (a) sending prompt written notice of the Indemnified Claim to the party providing indemnity and taking reasonable steps to mitigate damages, (b) granting to the party providing indemnity the sole right to control the defense and resolution of the Indemnified Claim; and (c) cooperating with the party providing indemnity in the defense and resolution of the Indemnified Claim and in mitigating any damages. Each accepted Order will be interpreted as a single agreement, independent of any other Orders. Failure to cooperate with an Audit or provide the information or records Dell requests is a material breach of this Agreement. You are responsible for accurately reporting and providing all applicable export license, Product classification information, End User and end use statements, and destination control statement required by applicable customs, export controls, and sanctions laws. Dell is not required to provide access to Software and may suspend Software usage if End-User has not agreed and accepted the applicable Dell EULA or Separate License Terms. You hereby grant Dell, and Dell hereby retains, a first priority security interest and lien on any and all of your rights, title, and interest in Products, wherever located, and all replacements or proceeds of the Products, until the invoice for the applicable Products is paid in full, including any late payment fees and costs of collection. the reseller agreement (i) cannot be inconsistent with or less protective of dell's proprietary and intellectual property rights than the terms of this agreement, (ii) cannot grant a reseller any rights that are inconsistent with the rights granted to you under this agreement, and (iii) must include a pass through of the restrictions and You agree not to sell to any reseller where you have reason to know that such reseller intends to resell to a Public End-User, and you shall require any reseller to which you sell to agree that that it has read, understands, and, except as expressly permitted herein, agrees to be bound by the then-current Reseller Terms of Sale located here (for sales to U.S. resellers) or here (for sales to Canadian resellers) and that it will resell Products and Services in accordance with the Reseller Terms of Sale. Additional Requirements. Prices for Products and Services will be as specified on Dells website, in a written quote to you, or as specified in the applicable Dell invoice, Dell order form, or Service Agreement. You understand and consent to the following: once a lead is linked to a registered deal or opportunity with a customer, (a) the lead information related to the customer will appear in the deal registration tool; (b) all Partner Lead Contact Data related to the customer will become visible to Partner, Distributor, and Dell Technologies channel and sales personnel through the deal registration tool; (c) the deal registrant can view a list of contacts at Partner and Distributor and engage one or more of them as a point of contact for the deal; and (d) each Partner and Distributor contact, and all Dell Technologies channel and sales personnel, can view the names and contact information for all of the contacts associated with the deal. As a unique founder-led vendor since 1984, Dell Technologies knows what it means to be driven. 3.3 Federal System Integrators. Different Ordering Agreement may apply to different Products and Services. B. By checking the box to the left, I acknowledge that I have read, that I understand, and that I accept the terms and conditions of the Global Dell Outlet Americas Distributor Agreement set forth above and that I have the authority to do so. Timely payment is of the essence.C. If you purchase a multi-year software license and related support or maintenance, and you and Dell agree to make installation payments of the purchase price over the term of the license, then you shall make all such installation payments in full and your purchase is non-cancellable over the term of the license. These Reseller Terms of Sale, including all applicable terms referenced herein, (collectively, this Agreement) apply to your purchase (whether from Dell or from an authorized Dell distributor) in the United States or Canada and resale of Products and Services, unless you have a separate written agreement with Dell that expressly applies to your purchase and resale of the applicable Products and Services. Neither this Agreement nor your participation in the Program shall be deemed to create a partnership, agency, joint venture, franchise, or other similar arrangement. We use cookies to ensure that we give you the best experience on our website. You must notify Dell within twenty-one (21) days from the Dell invoice date if you believe any part of your Order is missing, wrong, or damaged. You agree to provide Dell with five days prior written notice of any material change related to your business, including alterations of plans for remarketing the Products to approved accounts. You and Dell Technologies are independent contractors and shall have no authority to bind the other. If you advise Dell of a material error, (i) any amounts corrected or modified by Dell in writing must be paid within fourteen (14) days of the correction or modification, and (ii) you shall pay all other amounts by the invoice due date. You may not offset, defer or deduct any invoiced amounts that Dell determines are correct following the notification process described in this paragraph. Export Administration regulations, or foreign national thereof, unless properly authorized by the U.S. Government. Dell Technologies reserves the right to modify the Program, including, the eligibility requirements, Program benets (including any discounts, incentives, and pricing), and this Agreement (including all documents, terms and conditions referenced herein), at any time without prior notice. This Product Reseller Agreement (the "Agreement") is made and entered into as of the date that a separately executed Purchase Order indicating Reseller's acceptance of the terms of this Agreement (the "Effective Date") is entered by and between Skinny, Inc., a Delaware Corporation ("Supplier"), and Reseller, the entity on whose behalf this Agreement is . Your payment terms will be net 30 days from the date of the invoice, subject to continuing credit approval by Dell. Systems Management. In addition, Dell Technologies, in its sole discretion, may terminate the Agreement or Program in whole or in part, for all participants, or for you alone, without cause, upon ten (10) days notice to the Partner Account Administrator or other contact provided by you in connection with your participation in the Program. Software is licensed, not sold. You may share Condential Information with only your employees who have a need to know in furtherance of the business relationship between you and Dell Technologies and who are subject to legally binding obligations of condentiality at least as restrictive as those imposed on you in this Agreement. 1 Pallet 575 Pcs Other, Power Adapters & Chargers, Over Ear Headphones, Cases Untested Customer Returns Onn, onn., Speck, Logitech, DAILY DEAL! Each Order must reference Dells quote (if any), the requested Products and Services, the End-Users name and address, and any other information requested by Dell. Partner Conduct. Dell may appoint third parties (including those who may compete with you) to sell or market Products and Services to anyone. Dell may revise or discontinue any Product or Service offering at any time without notice, including after you place an Order but prior to Dells shipment or performance or before the end of the Service subscription. B. 5. If you are a current member in good standing in the Dell EMC Partner Program, then (a) subsection (iii) shall not apply if you have an approved deal registration or prior written approval from the Vice President of Dell Federal Sales or their designee, (b) subsection (iv) shall not apply if you are not selling under a Dell award, standing offer, vendor of record or contract with the Canadian federal government (such sales under a Dell award require a specific addendum be executed by you) and you the have an approved deal registration or prior written approval from the applicable Vice President in Canada or their designee, and (c) subsection (v) shall not apply to you. Dell may sell or market (whether directly or indirectly through a third party) Products and Services at any price Dell chooses without any obligation or liability to you. Nothing in this clause is to be construed as authorization by us for you to market or resell Products and Services in violation of the provisions of the Section 13. You consent to Dells use of this Agreement, as well as Product invoices, as financing statements for protecting this security interest and appoint Dell as your agent for service of process. If the law allows the parties to specify a shorter period for bringing claims, or the law does not provide a time at all, then claims must be made within 18 months after the cause of action accrues. You acknowledge that damages for improper disclosure of Dell Confidential Information may be irreparable and that Dell shall be entitled to seek equitable relief, including injunction and preliminary injunction, in addition to all other remedies available at law or in equity. You must work with your designated carrier for reimbursement. Dell reserves the right to cancel orders arising from pricing or other errors. Internal Use - Confidential APEX Reseller Agreement . You shall provide information, documentation and reasonable assistance to Dell and its authorized representatives for purposes of ensuring your compliance with the Anti-Corruption Laws or to support an inquiry or investigation of a suspected violation of those laws. You may not disclose Dell Confidential Information to any third party without Dells prior written consent. 5.6 Precedence. Upon Dells written request, you will promptly return all Dell Confidential Information, together with all copies, or certify in writing that all such Dell Confidential Information and copies thereof have been destroyed. Configuration & Image Management Services. PRICING & TAXA. 4.4 Purchases for Resale to Federal End User. 13.7 Severability. If Partner purchases Products and Services from Dell Technologies, then such purchases are subject to and governed by either (a) your existing Service Provider Ordering Agreement, Master Ordering Agreement, Alliance Agreement, Strategic Alliance Framework Agreement or other purchasing agreement explicitly governing the type of Products and Services being purchased or, in the absence of such agreement, (b) the then-current U.S. Commercial Terms of Sale, which are currently found at www.dell.com/cts, if your order is placed in the U.S.; or the then-current Canadian Commercial Terms of Sale, which are currently found at www.dell.ca/terms, if your order is placed in Canada (subparts (a) and (b) are collectively the Ordering Agreement). 7.4 Offer-Specific Terms. Dell reserves the right to change the method of delivery of all documentation. This Agreement (including the General Terms, applicable Partner Specific Terms, and all documents, terms and conditions (as each may be modified) that are referenced herein) constitutes the entire agreement between Partner and Dell Technologies regarding the Program, including subprograms, rebates, incentives, and marketing programs. Failure by Dell Technologies to enforce any provision of this Agreement will not constitute a waiver of any future enforcement of that or any other provision of this Agreement. You will immediately notify Dell if you become aware of any End-Users violation of a Dell EULA or Separate License Terms. High-Risk Activities include the operation of nuclear facilities, aircraft navigation, air traffic control, emergency communications systems, life support machines, and weapons systems. Microsoft Forms automatically provides charts to visualize your data as you collect responses in real time. All Sales and other agreements between Reseller and its Customers are Reseller's exclusive responsibility. If you do not receive an invoice or acknowledgement in the mail or with your Products and/or Services, information about your purchase may be obtained here (or in Canada here) or by contacting your Dell sales representative. You agree that, in connection with the Products and Services supplied to you by us and any goods or services that you provide to us, you will not contract with or otherwise do business with any individual, company, organization or other entity, or with, in or involving any country or territory (including without limitation, North Korea, Cuba, Iran, Syria, and Crimea), that is the subject or target of any U.S. or other government sanctions or trade embargoes or otherwise identified on a list of prohibited, sanctioned, debarred, or denied parties, including but not limited to those imposed, administered or enforced from time to time by the U.S. government through the Office of Foreign Assets Controls (OFAC) of the U.S. Department of Treasury, the Bureau of Industry and Security (BIS) of the U.S. Department of Commerce, or the U.S. Department of State, the European Union or Her Majestys Treasury of the United Kingdom (collectively, Sanctions), without having first obtained any required license or other government authorization or in any manner which would result in a violation of Sanctions by you or us. Cancellation. You agree to abide by, and to assume sole responsibility for obtaining, and complying with the requirements of, all required export, re-export, in-country transfer, and import licenses, registrations, and other government authorizations relating to the Products and Services provided under an Ordering Agreement or this Agreement. You shall notify End-User in your End-User Agreement that the provision and performance of Services are subject to and will be governed by, as applicable, the U.S. CTS, Canada CTS, Service Agreements, and Services Software terms (collectively, Services Flowdown Terms). At all times you will conduct business in a manner which reflects favorably on the Products, Services, and goodwill and reputation of Dell Technologies. The law mandated that nearly every resident of Massachusetts obtain a minimum level of insurance coverage, provided free . You must work with your designated carrier for reimbursement.C. All decisions made by Dell Technologies are nal. To the extent there are conflicting provisions regarding your purchases from Dell Technologies or your sales of Products or Services, the order of precedence will be: (a) Federal Supplemental Terms (if applicable), (b) Compliance Terms, (c) Ordering Agreement, (d) Partner Specific Terms for Solution Partner Track, and (e) General Terms (other than Compliance Terms). Such computer systems and related products and services (collectively referred to as Officially Refurbished Products or Products) shall include refurbished Dell-branded computer systems, imaging products, monitors and third party software that may be installed on the foregoing, and related services (Services), as defined in Section 3 below. Late Payment. Dell, along with rival Hewlett Packard Enterprises, have traditionally been the biggest resellers VMware virtualization, cloud, and hyperconverged infrastructure technology through their vast . The charges stated in any Dell quote or invoice will include all duties, levies or any similar charges and will exclude VAT, sales, use, or equivalent taxes. 7.3 Customs, Export Controls, and Sanctions Compliance. this Agreement or the Dell EMC Partner Program Agreement. electronically accepting this Agreement via DigiCert's online services, or by reselling Services, Reseller hereby accepts this Agreement. PURCHASE ORDERSA. Third Party Products. General. To transfer service, contact Dells customer service. YOU AGREE, AND YOU WILL ENSURE END-USER AGREES, THAT (1) THE OPERATION AND AVAILABILITY OF THE SYSTEMS USED FOR ACCESSING AND INTERACTING WITH THE SERVICES SOFTWARE, INCLUDING TELEPHONE, COMPUTER NETWORKS, AND THE INTERNET, OR TO TRANSMIT INFORMATION, CAN BE UNPREDICTABLE AND MAY, FROM TIME TO TIME, INTERFERE WITH OR PREVENT ACCESS TO OR USE OR OPERATION OF SUCH SERVICES SOFTWARE AND (2) DELL PARTIES SHALL NOT BE LIABLE FOR ANY SUCH INTERFERENCE WITH OR PREVENTION OF YOUR OR END-USERS ACCESS TO OR USE OF THE SERVICES SOFTWARE.7. . You must pay Dells invoices in full within the time period noted on Dells invoice, or if not noted, then within thirty (30) days measured from the date of the invoice, subject to continuing credit approval by Dell (such approval may be revoked without notice from Dell). The Product Addendum located here applies to your purchase and resale of Dell Products that are integrated with Google Chrome OS. Access to the Partner Portal may be unavailable without notice at certain times, and Dell Technologies will not be liable for any damages or losses that may result from such unavailability. D. Neither you nor or any of your subsidiaries nor any of your or your subsidiaries' directors, administrators, officers, board of directors (supervisory and management), members or employees is the subject or target of any Sanctions. To the extent permitted by law, Dell disclaims all express, implied and statutory warranties and conditions, and assumes no liability to you for any damages of any kind in connection with the Dell Confidential Information or any intellectual property in them. You may not use promotional gift cards, promos or coupons to purchase from Outlet website. Risk of loss for hardware Products and licensed Software transfers to you upon Delivery. These terms and conditions (Agreement) will apply to the order and purchase of computer systems, related products and/or services by you (you or Distributor) from Dell Marketing LP (Dell) on DirectLiquidation.com (Marketplace) hosted by The Recon Group LLP (Host) for resale directly or indirectly through channel partners (Resellers) to consumers and small and medium businesses in the United States (End Users). F. You have appropriate procedures in place to comply with (and to ensure timely reporting under) the requirements of the anti-boycott laws and regulations of the United States and other jurisdictions in which Dell Technologies does business. Dell Technologies reserves the right to interpret the rules of the Program and subprograms in its sole discretion. Dell may, without waiving any other rights or remedies and without liability to you or End-User, suspend or terminate the provision of any one or more of the Software to End-User in response to End-Users violation or suspected violation. Page 1 <PAGE> (Continued from Page 1, CommVault Systems Reseller Agreement) By signing below, the Reseller acknowledges that it has read, understands, and agrees, to be bound by all terms and conditions of this Reseller Agreement, including . For Products classified as Dell Scratch and Dent or Dell Certified Refurbished Product, you may distribute to any legal party within the United States subject to the conditions of this Agreement. Reseller is an independent contractor of Highfive under this Agreement. The parties agree to waive, to the maximum extent permitted by law, any right to a jury trial with respect to any Dispute. EXCLUDED DATA. You represent that you have, and you agree to maintain, adequate controls and systems in place to screen, and are fully responsible for screening, transactions of all third parties who may assist, benefit from, or provide goods or services to, or receive goods or services from, you and to ensure compliance with applicable laws and the Compliance Terms. You are prohibited from referring to yourself as a Dell authorized distributor or reseller, implying that you and Dell are partners or creating the impression that Dell is affiliated with you or has sponsored, authorized, approved or endorsed your business, or any offer or any marketing, advertising or promotion thereof, except that you may use, if available, the current Dell Global Outlet logo (Logo) in marketing or on your website next to Product offerings you acquire directly from the Dell Global Outlet. Dell Technologies may notify you in writing of any reseller to whom Dell Technologies does not want you to sell Products or Services (Reserved Reseller) and you shall not sell, or shall cease to sell, Products or Services to such Reserved Reseller thereafter, and Dell Technologies shall have the right to modify the list at its discretion. The warranties for Networking Products, Server Products, and Client Products can be found at www.dell.com/warrantyterms (or in Canada at www.dell.ca/warranty) or in the applicable Documentation. You are prohibited from using Dells or Dell Affiliates logos, referring to yourself as an authorized reseller of Dell, or creating the impression that Dell or Dell Affiliate is affiliated with you, other than as expressly permitted by the terms of the Dell EMC Partner Program. A reseller agreement is an arrangement between the supplier and the reseller of goods or services that is ultimately sold to the end customer. Dell reserves the right to charge you a late payment fee of 1.5% per month (18% per annum) applied against undisputed overdue amounts, or the maximum rate permitted by law, whichever is less. Third Party Products. You agree that if you participate in any sales or marketing initiative or program under the Dell Technologies Partner Program, or receive benefits from it, you are subject to the terms and conditions (if any) that Dell Technologies sets forth for the initiative or program (Subprogram Terms). You shall comply with all laws and regulations applicable to your activities in connection with this Agreement, including your marketing and sale of Products and Services. Subsection 4.3 will not apply to quotes or orders of Products or Services that are intended for resale directly or indirectly to Federal End Users. In addition, you agree to comply with all terms and conditions set forth in Dell Technologies distributor funding letter agreement as provided in writing to you via the Partner Portal or other means. 13.5 Governing Law. Except for any Software license expressly granted to you in this Agreement, no rights are granted and none shall be implied. Excused Performance. Partner Specific Terms for Distributor Track. If you do not receive an invoice or acknowledgement in the mail or with your Products and/or Services, information about your purchase may be obtained here (or in Canada here) or by contacting your Dell sales representative.B. A(iv) Dell Services. Throughout your participation in the Program, you must (a) maintain good credit standing with Dell Technologies; (b) meet Program requirements, including the completion of all required training at your own expense; and (c) comply with this Agreement. You may not use, deliver, or perform any Services, including in your capacity as a managed services provider, absent a separate written agreement with Dell expressly authorizing the same. These condentiality obligations do not apply to any Condential Information that (a) you can demonstrate was already in your possession before your receipt from Dell Technologies; (b) is or becomes publicly available through no fault by you or your personnel; or (c) you rightfully received from a third party who has no duty of condentiality. Except for warranty purposes, Dells return policies (including but not limited to Dells 21-day Hardware Return Period) are not available to you. You may not use, install or download Dell Software for your internal use. All Product sales agreements must be in writing.
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