Dell Partners Say New EMC Reseller Agreement Would Smooth Road To Acquisition Dell partners wonder whether Dell could begin reselling data storage giant EMC's products and solutions before. 9. You may not cancel Orders except with Dells written approval. 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. You and/or your Resellers may not resell outside of the United States unless Dell expressly authorizes such export pursuant to a written addendum to this Agreement expressly granting such right and setting forth any additional terms and conditions required to sell into such jurisdiction(s). ASI has signed an agreement to be a Value Added Reseller (VAR) of Dell computer hardware and related products including software to businesses and organizations. Third Party Products. As permitted by Dell, you may transfer the asset/service identification number (e.g., the Service Tag or Asset Number) to the End-User that is associated with the Equipment you have purchased for resale. Governing Law; Informal Dispute Resolution; Attorneys Fees. The Dell Member Purchase Program (MPP) is a cost-free employee discount program Dell offers for non-University owned (persona Dell reserves the right to cancel orders arising from pricing or other errors. In addition, certain activities require that you enter into a separate written agreement with Dell or Dell Affiliate, including: (i) use of Dell Software to provide services to and on behalf of End-Users, (ii) use and reproduction of Dell Software to combine with your software products or other products to create one unified product (Bundled Product) and marketing, distribution and sublicensing of Dell Software to End-Users as part of the Bundled Product, and (iii) selling renewals of certain Dell Software maintenance services.B. Notwithstanding any other provision of this Agreement, Dells, including Dells affiliates, officers, directors, employees or agents, liability is strictly limited to the total dollar amount of Products and Services purchased and paid for by you pursuant to this Agreement during the twelve months immediately preceding the date Dell is notified by you of any claim of liability. Start a Discussion. You and Dell are independent contractors. If any part of this Agreement is declared or found to be illegal, invalid or unenforceable, then that part will be stricken or modified to the extent necessary to make it legal, valid, and enforceable while preserving the parties original intent to the maximum extent possible. All sales are final. All references herein to Sections and Subsections will be deemed references to sections of this Agreement. Email: info@asiweb.com You have adequate policies and procedures in place to ensure that, and will ensure that, the Products and Services produced in connection with this Agreement will not be exported, re-exported, sold, leased or otherwise transferred to, or utilized by, an End User engaged in any of the following activities: (i) activities related to weapons of mass destruction, including any activities related to the design, development, production or use of: (A) nuclear weapons, materials or facilities; (B) missiles or the support of missile projects; or (C) chemical or biological weapons; (ii) terrorist activities (iii) military end uses in or connected with certain government owned or controlled corporations of such countries as identified by U.S. and other applicable government licensing authorities; (iv) exploration or productions of oil and gas in Arctic deepwater (greater than 500 feet), or shale formations in Russia or in, by, or with Russian companies, territories or any other entities as identified by BIS and/or OFAC. As long as these resellers, distributors, and partners are part of the Cloud Solution Partners (CSP) program, they too can register devices for the customer. You shall not claim or imply or create an impression that you and Dell are legal partners or that Dell or Dell Affiliate has sponsored, authorized, approved, or endorsed your business or any offer or marketing, advertising, or promotion thereof in any manner. YOU ACKNOWLEDGE THAT YOUR PARTICIPATION IN THE PROGRAM IS STRICTLY VOLUNTARY AND THAT YOUR PARTICIPATION HAS NOT BEEN REQUIRED BY DELL TECHNOLOGIES AS A CONDITION OF PURCHASING PRODUCTS OR SERVICES FROM DELL TECHNOLOGIES. the UK provider of business support solutions, has signed a definitive reseller agreement with Dell EMC establishing the company as an Authorised Solution Provider within Dell EMC's Select Partner . Nothing in this Agreement or otherwise will be deemed to grant to you an ownership interest in any of the intellectual property rights in or to any Dell Products or Services, in whole or in part. HIGH RISK APPLICATIONS. Trademarks and Copyrights. 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.F. H. If you receive activation or registration codes or license keys (Activation Codes), you shall distribute the Activation Codes as directed by Dell and to activate (i) only the particular Software copy for which the Activation Codes are intended by Dell to be used and (ii) only as many copies of the Software as licenses you have purchased and resold to an End-User. Our goal is to enable the partner community to resell Azure Government and help them grow their business while providing customers with cloud services they need. 13.5 Governing Law. Dell may ship parts of an Order separately. Dell does not have authority to determine or set your resale Product pricing. You agree to provide Dell with information and reports pertinent to your relationship with Dell as may reasonably be requested by Dell.2. Neither Distributor nor Dell are entitled to join or consolidate claims by or against other resellers, or pursue any claim as a representative or class action, or in private attorney general capacity. 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. Dell may immediately terminate this Agreement or suspend its performance hereunder if: (a) Dell has reason to believe that you have breached this Section 12, or that a breach may occur; or (b) you refuse to provide information Dell requests to confirm your compliance with this Section 12. You may not disclose Dell Confidential Information to any third party without Dells prior written consent. All Services will be performed by Dell or its subcontractors. Dells limited warranty for Dell Products and Services are for End-User only. Notwithstanding anything contrary in this Agreement, all Public End-User terms and flowdown provisions are specifically rejected by Dell and shall not apply to or bind Dell.You shall not market or sell Products or Services to anyone outside the United States or Canada, wherever you purchased such Products and Services. In any Dispute (other than Dell Technologies efforts to collect overdue amounts from you) each party will bear its own attorneys fees and costs and expressly waives any statutory right to attorneys fees under 38.001 of the Texas Civil Practices and Remedies Code. 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. Some of the products which ASI is permitted to resell include the Optiplex, Latitude, Precision, PowerEdge, Dimension, and Inspiron product lines. A(ii) Server, Networking, or Client Products. You shall not reuse Activation Codes for multiple End-Users or for multiple Software copies for the same End-User.I. You acknowledge and will inform End-User that Products and Services are not designed to process, store, or be used in connection with Excluded Data. B. Indemnification Process. This Agreement does not guarantee that you will receive any Products from Dell or that you will make any sales of the Products. Partner Specific Terms for Solution Provider Track. Ultrabook, Celeron, Celeron Inside, Core Inside, Intel, Intel Logo, Intel Atom, Intel Atom Inside, Intel Core, Intel Inside, Intel Inside Logo, Intel vPro, Itanium, Itanium Inside, Pentium, Pentium Inside, vPro Inside, Xeon, Xeon Phi, Xeon Inside, and Intel Optane are trademarks of Intel Corporation or its subsidiaries in the U.S. and/or other countries. Dells limited warranty for Dell Products and Services are for End-User only. Dell will not be responsible or liable to you or the End-User for any delays caused by incorrect information in an Order. 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. Any updates to the Dell EULA shall be posted here.B. 4.2 Personal Information. You shall not market, resell, or use Products or Services other than as expressly permitted in the Ordering Agreement or this Agreement and, with regarding to software, in the license agreement governing the software. You shall not make any warranty on Dells behalf. You may withdraw from the Program at any time by notifying Dell Technologies in writing. If Partner purchases Products or Services from Dell Technologies for resale, then such purchases are subject to and governed by either (a) the then-current Reseller Terms of Sale located here (for U.S. purchases) or here (for Canadian purchases) or (b) your existing Reseller Agreement, Value Added Reseller Agreement, Alliance Agreement or any substantially similar agreement that you have with Dell Technologies that authorizes you to purchase those Products and Services for resale (subparts (a) and (b) are the Resell Ordering Agreement). 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. Nothing in this Agreement or otherwise will be deemed to grant to you an ownership interest in any of the intellectual property rights in or to any Dell Products or Services, in whole or in part. EXCEPT FOR WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, DELL (INCLUDING DELL AFFILIATES, CONTRACTORS, AND AGENTS, AND EACH OF THEIR RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS, SUCCESSORS AND ASSIGNS), ON BEHALF OF ITSELF AND ITS LICENSORS AND SUPPLIERS (COLLECTIVELY AND TOGETHER WITH DELL, THE DELL PARTIES), MAKES NO OTHER EXPRESS WARRANTIES OR CONDITIONS, WRITTEN OR ORAL, AND DISCLAIMS ALL IMPLIED WARRANTIES AND CONDITIONS. This agreement is intended to supersede any previous reseller agreements between Dell and CommVault. Indirect Purchase. 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. 1 Pallet 150 Pcs TV Stands, Wall Mounts & Entertainment Centers, Home Health Care, Hardware, Camping & Hiking Untested Customer Returns Taylor, Hyper Tough, SANUS, Ozark Trail, DAILY DEAL! Dell Technologies grants you a limited, non-exclusive, non-transferable, non-sublicenseable license, while this Agreement is in effect, to access and use the Partner Portal and Information solely for your internal use and only for the purposes of (a) marketing and delivery of the Products and Services; (b) development of Partners value-added services for the sole purpose of enabling and supporting customers use of the Products and Services; or (c) assisting Dell Technologies to sell the Products and Services. Furthermore, should any Officially Refurbished Products be further modified or refurbished by any party outside of Dell or Dells officially and specifically authorized agent, such product shall not be considered as an Officially Refurbished Product. Subject to this Agreement and the Ordering Agreement, and your compliance therewith, you may resell certain Products and Services to resellers for such resellers to sell to End-Users. Your use of the Dell Marks inures to the sole benefit of Dell Inc. You acknowledge that images and artwork provided to you by Dell Technologies, of the Products or Services, are copyrighted or licensed by Dell Inc. or a Dell Affiliate, and you will not alter these images or artwork or use them outside of the context in which they were provided to you. 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). If you are purchasing Products and Services for internal use of resale, directly or indirectly to a Federal End User (defined in Subsection 1.3 above), , and you have a Federal Integrator Purchase Agreement, Federal Customer Sales Agreement, or substantially similar agreement (Federal Ordering Agreement) with Dell Technologies that applies specifically to those Products and Services, then your purchase of those items and any related activities are subject to the Federal Ordering Agreement. 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 . 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. You and your End Users are bound by and agree to abide by the license terms distributed with the software. If you withhold payment because you believe an invoiced amount is incorrect, and Dell concludes that the amount is accurate, then you shall pay a late payment fee as described in Section 4.C (Late Payment) below, from the due date, for the invoiced amount, until Dell's receipt of the invoiced amount. C. You agree that, in connection with the Products and Services supplied to you by Dell Technologies and any goods or services that you provide to Dell Technologies, 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 Control (OFAC) of the U.S. Department of the 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 Dell Technologies. If you breach this Agreement, Dell may charge or re-debit your account or credit card the full list price for your purchase (in lieu of a discounted or special price included in the offer or concession). All sales are final. D. Reseller Pricing. With the sale or distribution of Dell Software licenses, you will notify End-User in your End-User Agreement that Dell Software is subject to and governed by the applicable Dell EULA and you will ensure the End-User agrees and accepts the Dell EULA. If you provide to Dell Technologies any Personal Information about your personnel, customers or prospects, you represent that you have obtained permission for Dell Technologies to receive the Personal Information and to use and disclose the Personal Information as authorized in this Agreement. Dell will not be responsible for any visible shipping damages not noted on the delivery receipt. Dell, along with rival Hewlett Packard Enterprises, have traditionally been the biggest resellers VMware virtualization, cloud, and hyperconverged infrastructure technology through their vast . Eligibility. You will include in all agreements provisions similar to the above disclaiming as to Dell liability for all damages identified herein. DELL TECHNOLOGIES MAKES NO WARRANTIES AND SPECIFICALLY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE PROGRAM (INCLUDING ALL INFORMATION, TOOLS, AND OTHER MATERIALS RELATED TO OR PROVIDED UNDER THE PROGRAM), EITHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AND ANY WARRANTY ARISING BY STATUTE, OPERATION OF LAW, COURSE OF DEALING OR PERFORMANCE, OR USAGE OF TRADE. No product-specific authorizations are required. There may be additional fees associated with warranties that are applicable to that region which will be charged to you. C. Warranty Disclaimer. 2. 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. Dell is not obligated to offer you credit or credit terms. You may not use Dells trade name, logos, trademarks or service marks. Dell Product warranties do not cover problems that arise from (1) accident or neglect by you or any third party; (2) any third party items or services with which the Dell Product is used or other causes beyond Dells control; (3) installation, operation or use not in accordance with Dells instructions or the applicable Documentation; (4) use in an environment, in a manner or for a purpose for which the Dell Product was not designed; (5) modification, alteration or repair by anyone other than Dell or its authorized representatives; or (6) in case of Equipment only, causes attributable to normal wear and tear. Neither party is or will claim to be a legal representative, franchisee, employee, agent, or representative of the other party. For Independent Software, the warranties are stated in Section 17 (Supplemental Terms for Infrastructure Products) and for other Dell Software the warranties (if any) are stated in the applicable Dell EULA.A(iv) Dell Services. If your applicable Service Description is not shown below, please contact your local Dell Services Sales Representative to confirm the availability of this service in your country. Dell reserves the right to change, alter or amend pricing at any time, but such price changes do not apply to previously accepted Purchase Orders. Reseller Agreements Dell's sale and performance of PXC, PSPM and other administrative or operations support services are governed by the Service Descriptions below. Third Party Software may come with its own license terms (Separate License Terms). Orders. Pricing. This Agreement, and any Dispute arising from, out of, or relating to the Program or this Agreement are governed by the laws of the State of Texas and the federal laws of the United States (or the laws of the Province of Ontario and the federals laws of Canada, if you are a Canadian entity), without regard to its conflict-of-laws rules. This APEX Reseller Agreement (the "Agreement") applies to the Dell Technologies APEX" branded service " ("APEX Service") ordered on the Dell Technologies Console ("APEX APEX Console") by you on behalf of your company , ("Purchaser", "You") from the Dell Technologies entity which . Please submit your POS Report to EMCServiceProviderPOSReport@dell.com (or such other email specified by Dell Technologies) by the 15th of every month. I. In any Dispute (other than Dells efforts to collect overdue amounts from Distributor) each party will bear its own attorneys fees and costs and expressly waives any statutory right to attorneys fees under 38.001 of the. Distributor and Dell agree to submit to the personal jurisdiction of the state and federal courts located within Travis or Williamson County, Texas, and agree to waive any and all objections to the exercise of jurisdiction over the parties by those courts and to venue in those courts. You are responsible for inspecting the package(s) upon delivery and must note any visible damage on the proof of delivery (POD) or other delivery receipt you may be requested to sign. In addition, if Dell determines that an invoice balance is overdue, Dell may (a) refuse to accept additional orders under this Agreement, (b) terminate this Agreement, (c) refuse to ship ordered Products and (d) seek collection of overdue balance from you, including all legal fees and other collection costs. 1.3 Direct Purchases. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT, THE REMEDIES SET FORTH HEREIN SHALL APPLY EVEN IF SUCH REMEDIES FAIL THEIR ESSENTIAL PURPOSE. You shall immediately notify Dell if you become aware of any End-Users violation of any of the Services Flowdown Terms. If you or your Resellers wish to export Products outside of the United States, you shall be required to obtain Dells permission through its export waiver process, as defined solely by Dell. You agree to adhere to all applicable United States, Canadian and foreign export control laws and regulations and will not export or re-export any technical data or products, to any proscribed country listed in the U.S. Reseller Agreements. 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. 4.4 Purchases for Resale to Federal End User. You may not offset, defer or deduct any invoiced amounts that Dell determines are correct following the notification process described in this paragraph. B. The parties agree to waive, to the maximum extent permitted by law, any right to a jury trial with respect to any Dispute. If the parties are unable to resolve the Dispute within 30 days (or other mutually agreed time) of notice of the Dispute to the other party, the parties will be free to pursue all remedies available at law or in equity. Dell makes no warranties as to the accuracy or completeness of the Dell Confidential Information. 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. DELL AND ITS LICENSORS AND SUPPLIERS DO NOT WARRANT THAT SOFTWARE WILL OPERATE UNINTERRUPTED, BE FREE FROM DEFECTS, OR MEET END-USERS REQUIREMENTS. You will keep all Condential Information strictly condential until three (3) years after the termination of this Agreement, using at least the same degree of care as you use to protect your own condential information, but no less than reasonable care. If you are permitted to participate in the deal registration program, your registrations are subject to the Deal Registration Terms and Guidelines North America located here. You may purchase Services, if any, for certain Products in accordance with the terms and conditions applicable at the time of your purchase located at Dell.com. Security procedures used in the Partner Portal are solely for the purposes of authentication of a transmission. Truckload General Merchandise (Walmart) Customer Returns. 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. To the extent there are any conflicting provisions regarding Program, Information, incentives, rebates, pricing (each provided in connection with the Program) or interpretation of this Agreement, the order of precedence will be: (1) Compliance Terms, (2) Distributor Funding Letter, (3) Partner Specific Terms for Distributor Track, (4) General Terms (other than Compliance Terms), and (5) Ordering Agreement. You may not publicly release any information relating to this Agreement, including the existence of this Agreement, without first receiving Dells prior express written approval. I further understand that if I do not agree to these terms and conditions, or if I do not have the authority to accept these terms and conditions, I should not check this box and my application to access the Dell Marketplace will be declined. Dell reserves the right to restrict or prohibit your participation in certain promotions, and to add, modify or discontinue pricing, Products and/or parts. Dell reserves the right to withhold the fee from any amounts due to you from Dell. (A)Exclusions from Indemnity. To the fullest extent provided by law, you will indemnify and defend Dell, including Dells partners, officers, directors, agents, employees, subsidiaries, affiliates, parents, successors and assigns, from any claim, demand, cause of action, debt or liability (including reasonable attorneys fees and court costs) arising from: (A)your or your Resellers modification(s) of and/or addition(s) to Officially Refurbished Product(s); (B)the relationship or transactions between you and your customers, whether Resellers or End Users, other than an Indemnified Claim; (C)your or your Resellers breach of this Agreement; (D)your or your Resellers omission, misrepresentation or negligence; (E)any false or inaccurate representation by you, your customers, your Resellers or your agent regarding the existence of an export license or the applicability or inapplicability of a license requirement or exception; (F)your or your Resellers violation of Dells proprietary rights; (G)any violation or alleged violation of any applicable customs, export control or sanctions laws or regulation (except to the extent that such violation or alleged violation is a direct result of Dells violation of applicable export control laws or regulations); and. E. 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. 1.3 This Agreement and the other documents explicitly referred to in this Agreement form your contractual relationship with Dell and record the basis upon which you may purchase Dell Offerings from us and resell those Dell Offerings. 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. In order for Dell Technologies to provide the available benets, you shall provide to Dell Technologies, a Point of Sale Report (POS) identifying the clients, locations, contract duration, and capacity utilized during the period or provide such information to Dell Technologies at the time the applicable quote is generated. Dell Technologies is not responsible for any errors or delays in transmission that may occur prior to our receipt of the transmission. You agree that, and you will notify End-User in your End-User Agreement that, End-User shall (i) only use the Services Software in connection with the Services, (ii) use any Services Software hosted by Dell in a lawful manner, without interfering with other Dell customers use of the Services Software, and without attempting to disrupt the security or operation of the network or systems used to provide the Services Software; and (iii) not misappropriate, disclose, or otherwise violate Dells or Dells licensors or suppliers intellectual property rights in the Services Software.
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