Dell Partner Portal

1. ELIGIBILITY. Throughout your participation in the Program, you (a) must be a current Dell customer and in compliance with any applicable agreement with Dell currently in place, such as a signed written Reseller Agreement, Dell’s Terms and Conditions of Sale for Persons or Entities Purchasing to Resell at www.Dell.com/Terms/#reseller, or other service-provider agreement or written service-description document; (b) maintain good credit standing with Dell; (c) maintain a current registration profile including yearly updates and prompt notification to Dell in writing of any change that may affect your membership or membership level; and (d) meet other criteria required by Dell. This Program is not exclusive, and Dell may authorize any qualified third party to participate in the Program.

2. APPOINTMENT. You may not resell to Consumer, Federal, Provincial customers, or to distributors or third-party sales agents, and you may not remarket or resell through retail storefronts or auction-type web sites. Additionally, in the states of California, Florida, Massachusetts, New York, Ohio or Texas, you may not resell to State or Local Government Agencies, Public Education Institutions or State or Local Government Healthcare entities unless authorized by a Dell Vice President of Public Sales or their designee. For any other sales to Public-sector customers, you must have an approved deal registration or approval from Dell.

3. PARTNER PORTAL ACCESS. Your use of the Partner Portal is subject to this Agreement, Dell’s Site Terms at www.dell.com, and any additional terms within the Partner Portal. You will create an online password that will allow you to access the Partner Portal. You are responsible for keeping your password confidential. Dell recommends that you change your password regularly. You will be responsible for all transactions registered to your account. If you believe an unauthorized transaction has occurred in your account, please notify your Dell sales representative. You will not grant any third-party access to the Partner Portal without prior written approval by Dell.

4. PARTNER LISTING. Dell may have a partner-locator tool to help the public search for a Dell partner. Unless you advise Dell in writing that it may not do so, Dell may include you in the partner-locator tool, which may include basic information such as your company name, address, telephone number, web address, partnership level, certified practice areas, and individual contact names.

5. ERRORS & AVAILABILITY. Dell is not responsible for any errors in transmission that may occur prior to our receipt of the transmission. You acknowledge that the security procedures used in the Partner Portal are for the purposes of authentication of a transmission, and not to detect error. In addition, there may be a delay between the time you send a transmission to Dell and the time Dell receives it. All transmissions are considered received by Dell only when actually received by Dell. Dell is not responsible for any delays between the time you send a transmission and the time Dell receives it. Access to the Partner Portal may be unavailable without notice at certain times, including when systems require maintenance or upgrades, or in the case of unforeseen circumstances such as earthquakes, fires, floods, terrorism, war, riot, computer virus or bugs, computer failures, interruptions in telephone service, or electrical outages. Dell will not be liable for the unavailability of service or for any damages that may result from such unavailability.

6. CONFIDENTIALITY. The term “Dell Confidential Information” means any information related to the Program, including the Partner Portal and all non-public data contained in the Partner Portal, deal registration, and partner training. You will keep all Dell Confidential Information strictly confidential for a period of three years after the termination of this Agreement or any related agreement with Dell. You may not disclose Dell Confidential Information to any third party without Dell’s prior written consent. You may share Dell Confidential Information with only your employees who have a need to know and who are subject to legally binding obligations to keep such information confidential. These confidentiality obligations do not apply to any Dell Confidential Information that (a) you can demonstrate was in your possession before receipt from Dell; (b) is or becomes publicly available through no fault by you; or (c) you rightfully received from a third party without a duty of confidentiality. If you are required by a government body or court of law to disclose any Dell Confidential Information, you agree to give Dell reasonable advance notice so that Dell may contest the disclosure or seek a protective order.

7. ADMINISTRATION. At any time Dell may audit your compliance with the Program or verify any reports or claims you submitted. Dell may deny any claim that it believes, in its sole discretion, does not conform to Program rules, which include this Agreement. Dell may, without prior notice, immediately suspend or terminate your participation in the Program if you submit inaccurate, incomplete, or fraudulent claims or information or if you engage in activities that may cause damage, embarrassment or adverse publicity to Dell. Dell’s records and systems shall be authoritative and conclusive for purposes of determining your eligibility and Program benefits and for performing any computation under the Program. Dell reserves the right to interpret the rules of the Program in its sole discretion. All decisions made by Dell are final.

8. COMPLIANCE. You agree you will comply with all applicable federal, state, provincial and local laws and regulations governing your participation in the Program. In addition, you agree to comply with all terms posted to the Partner Portal, including:

• Deal registration terms here
• Dell logo license terms here
• Dell PartnerDirect community forum terms here

Without limiting the foregoing, you represent and warrant that, for each commercial email delivered to a U.S. resident that promotes a Dell product or service (a “Partner Email”), you will fully comply with the federal Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 (the “CAN SPAM Act”), all rules and official guidance promulgated by the Federal Trade Commission pursuant to the CAN SPAM Act, the Federal Communications Commission’s rules and orders regulating the transmission of commercial email to wireless devices, and all other applicable federal, state and local laws and regulations. In addition, without limiting the foregoing, you agree to comply with the following requirements with respect to each Partner Email:

• Prior to transmission, you will scrub the mailing list against your own internal do-not-email list;
• You will include a “from” line that accurately identifies you as the sender of the message;
• You will not identify Dell in the “from” line as a sender of the message;
• You will include accurate header and transmission information;
• The subject line will accurately reflect the content of the message;
• The message will clearly and conspicuously disclose that it is an advertisement;
• The message will clearly and conspicuously disclose your true name and valid postal address;
• You will include in each message a clear and conspicuous explanation of how the recipient may opt out of receiving future commercial emails from you, including a valid email address or a hyperlink that the recipient may use to do so. If you use an email address, it must allow the recipient to opt out by replying. If you use a hyperlink, it must allow the recipient to opt out by clicking to a single web page and providing nothing more than his/her email address. The email address or hyperlink must remain capable of receiving opt-out requests for at least thirty (30) days after the email is sent;
• You will not send a Partner Email to any person who has opted out of such receipt;
• You will not alter or revise any message creative supplied to you by Dell without Dell’s prior written consent;
• You will include your own advertising content in the message. Such content will consist of more than a link to your website or your contact information, although it may include such a link and/or contact information. You represent and warrant that any content or other creative that you contribute to the message (including, without limitation, the subject line) will fully comply with all applicable laws (including laws regulating advertising and marketing) and will not infringe upon or violate any copyrights, trademarks or any rights of privacy or publicity or other proprietary rights of, and will not cause injury to, any third party;
• You agree that Dell may, in its discretion, monitor your emailing activities under these Terms and Conditions. Without limitation, Dell may do so through the use of a third-party monitoring service; and
• You will notify Dell immediately in writing of any investigation, litigation, arbitrated matter or other dispute relating to your email marketing operations.

You agree that Dell’s trademarks, service marks, trade or company names, product and service identifications, logos, artwork and other symbols and devices associated with Dell’s products and services (the “Dell Marks”) are and shall remain Dell’s property. You acknowledge that any provided images and artwork of Dell products are copyrighted by Dell and you will not alter these images or use them outside of the context in which they were provided to you

9. INDEPENDENT CONTRACTORS. You and Dell are independent contractors and shall have no authority to bind the other. Neither this Agreement nor your participation in the Program shall be deemed to create a partnership, agency, joint venture, or other similar arrangement, and the employees, agents, or representatives of one party shall not be deemed to be employees, agents, or representatives of the other party. You acknowledge that use of the term “partner” in the Program name, materials, and administration does not constitute or imply a partnership or any other fiduciary relationship.

10. WARRANTY DISCLAIMER. DELL 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 BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. YOU UNDERSTAND THAT THE PROGRAM DOES NOT GUARANTEE THAT YOU WILL MAKE ANY SALES OR PROFITS.

11. INDEMNIFICATION. To the fullest extent permitted by law, you shall indemnify, defend, and hold harmless Dell and its subsidiaries, affiliates, parents, successors, and assigns, from any claim, demand, cause of action, debt, or liability (including reasonable attorney or legal fees, expenses, and court costs) arising from (i) your breach of this Agreement or (ii) your conduct related to the Program.

12. LIMITATION OF LIABILITY.

YOU ACKNOWLEDGE THAT YOUR PARTICIPATION IN THE PROGRAM IS STRICTLY VOLUNTARY AND THAT YOUR PARTICIPATION HAS NOT BEEN REQUIRED BY DELL AS A CONDITION OF PURCHASING PRODUCTS OR SERVICES FROM DELL. YOU AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY, IN LAW, IN EQUITY, OR OTHERWISE, WITH RESPECT THE PROGRAM OR ANY BREACH OF THESE TERMS AND CONDITIONS BY DELL IS WITHDRAWAL FROM PARTICIPATION IN THE PROGRAM.

IN NO EVENT SHALL DELL BE LIABLE FOR ANY LOST PROFITS OR LOSS OF BUSINESS, OR FOR LOST OR CORRUPTED DATA OR SOFTWARE. IN ADDITION, DELL SHALL HAVE NO LIABILITY FOR ANY CONSEQUENTIAL, SPECIAL, PUNITIVE, RELIANCE, EXEMPLARY, INCIDENTAL, OR INDIRECT LOSS OR DAMAGES, WHETHER ANY CLAIM FOR SUCH DAMAGES IS BASED ON TORT, CONTRACT, OR OTHER THEORIES, AND WHETHER DELL KNEW OR SHOULD HAVE KNOWN THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING IN THESE TERMS AND CONDITIONS, THE REMEDIES SET FORTH IN THESE TERMS AND CONDITIONS SHALL APPLY EVEN IF SUCH REMEDIES FAIL THEIR ESSENTIAL PURPOSE.

13. DISPUTE RESOLUTION-ARBITRATION. ANY CLAIM, DISPUTE, OR CONTROVERSY (WHETHER IN CONTRACT, TORT, OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT, OR FUTURE, AND INCLUDING STATUTORY, COMMON LAW, INTENTIONAL TORT AND EQUITABLE CLAIMS) BETWEEN YOU AND DELL, ITS AGENTS, EMPLOYEES, SUCCESSORS, ASSIGNS OR AFFILIATES ARISING FROM, OUT OF, OR RELATING TO THE PROGRAM, THIS AGREEMENT OR THE INTERPRETATION, BREACH, TERMINATION OR VALIDITY THEREOF, SHALL BE RESOLVED BY BINDING INDIVIDUAL ARBITRATION IN ACCORDANCE WITH THE DISPUTE RESOLUTION PROVISION OF DELL’S TERMS AND CONDITIONS OF SALE FOR PERSONS OR ENTITIES PURCHASING TO RESELL FOUND AT www.Dell.com/Terms/#reseller.

14. GOVERNING LAW. . THE PARTIES AGREE THAT THIS AGREEMENT, ANY SALES THERE UNDER, OR ANY CLAIM, DISPUTE, OR CONTROVERSY (WHETHER IN CONTRACT, TORT, OR OTHERWISE, WHETHER PREEXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, COMMON LAW, AND EQUITABLE CLAIMS) BETWEEN YOU AND DELL ARISING FROM OR RELATING TO THIS AGREEMENT, ITS INTERPRETATION, OR THE BREACH, TERMINATION OR VALIDITY THEREOF, THE RELATIONSHIPS THAT RESULT FROM THIS AGREEMENT, DELL'S ADVERTISING, OR ANY RELATED PURCHASE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF TEXAS (OR FOR CANADIAN ENTITIES, THE PROVINCE OF ONTARIO), WITHOUT REGARD TO CONFLICTS OF LAWS RULES.

15. MODIFICATIONS. Dell reserves the right to modify the Program, including the eligibility requirements and benefits and this Agreement, at any time without prior notice. When changes are made, Dell may notify you of the changes via the Partner Portal. If any modification is unacceptable to you, your sole recourse is to terminate your participation in the Program. If you continue to participate in the Program, such participation will constitute your binding acceptance of the changes and your consideration supporting any such modification. Any disputes arising before a modification is made shall be governed by the Dispute Resolution-Arbitration Clause applicable at the time the dispute arose. No oral modifications are permitted under this Agreement and you agree not to rely upon any oral representations made at any time.

16. TERMINATION. You may withdraw from the Program at any time by notifying Dell in writing. Dell may suspend or terminate your participation in the Program, in whole or in part, without prior written notice, for any breach of this Agreement or for any attempt to impair the integrity of the Program as determined by Dell – in such event, Dell is not obligated to provide any benefits related to or arising from the cause of such suspension or termination. In addition, Dell, in its sole discretion, may at any time terminate the Program in whole or in part, for all participants, or for you alone, with or without cause, without prior written notice. All provisions that by their nature are intended to survive the termination shall survive. Each party accepts the risk of termination by the other. On termination, neither party will have any claim against the other for the investment it may have made in the relationship established under this Agreement or in anticipation of the sales and other revenue to be gained because of it.

17. OTHER PARTNER BENEFITS. Dell may choose to make certain information we collect about your business available to companies with whom Dell has a strategic relationship, including companies who offer products or services intended to be a benefit to you or your customers. The information will be provided under confidentiality agreements between Dell and such partners and be used in connection with notifying you of products, services or programs that Dell believes may be of interest to you.

18. PRECEDENCE. If you and Dell have a pre-existing signed written Reseller Agreement, Value Added Reseller Agreement, or any substantially similar agreement that authorizes you to purchase products or offer services from Dell and resell or provide such products or services to end users, that is in effect as of the day you click “I AGREE” to this Agreement, then any conflicting provisions in such pre-existing agreements shall take precedence over such provisions in this Agreement. If no such pre-existing agreement exists, or is subsequently terminated, then the Dell Terms and Conditions of Sale for Persons or Entities Purchasing to Resell found at www.Dell.com/Terms/#reseller, or the applicable standard service description or agreement shall apply to your purchases of products or services from Dell that you resell or intend to resell or provide to others. In the event of a conflict between provisions of this Agreement and those of any such applicable standard agreement, then the provisions in this Agreement shall take precedence.

19. MISCELLANEOUS. You may not assign this Agreement, or any benefits due to you under the Program, to any third party without the express written consent of Dell. If any provision herein is void or unenforceable, you and Dell agree to delete such provision and agree that the remainder of the Agreement will continue to be in effect. Dell’s failure to enforce your strict performance of any term herein will not constitute a waiver of Dell’s right to subsequently enforce such term or any other term of this Agreement. The entire relationship between you and Dell is defined in this Agreement and any other applicable agreement as described in paragraph 18. Both parties expressly disclaim any reliance on any oral statements, representations, or courses of conduct, including any right to continue to participate in the Program other than as provided in paragraph 15. The parties confirm that it is their wish that this Agreement, as well as other documents relating to this Agreement, including all notices, have been and will be drawn up in the English language only. Les parties aux présentes confirment leur volonté que cette convention, de même que tous les documents, y compris tout avis, qui s’y rattachent, soient rédiges en langue anglaise.