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Agreement

1. Agreement between SYNNEX and the User

1.1 In this document:
(a) "We", "us", or "SYNNEX" means SYNNEX Corporation, whose principal place of business is at 44201 Nobel Drive, Fremont, California 94538; and
(b) "User" means a user of SYNNEX's PROMOCentral application, software, services, websites and other related services provided by us or any third party designated by us (collectively (and excluding any services provided to such user by us under a separate written agreement) the "Services").

1.2 The User's use of the Services is subject to the terms and conditions set out below and any other terms and conditions applicable to the User from time to time, including but not limited to, SYNNEX's privacy policy - http://www.synnex.com/copyright/privacy.html (all such terms and conditions collectively constituting the "Agreement").

1.3 The User should read the Agreement carefully. The Agreement is a legally binding agreement between SYNNEX and the User in relation to the Services and the User's use of the Services.

2. Acceptance of Agreement

2.1 The User must accept the terms of the Agreement in order to use the Services, and may not use the Services otherwise. It is important for the User to read and understand the terms of the Agreement before accepting them. The User should not click accept if there is any term that the User does not understand or agree to. Once the User accepts the terms of the Agreement, he or she will be bound by them.

2.2 Subject to Clause 2.3, the User will accept the terms of the Agreement by clicking to accept or agree to the Agreement via the user interface for the Services.

2.3 Any purported acceptance of the terms of the Agreement by any of the following persons will not be valid, and such persons may not use the Services:
(a) any person who is not of legal age to form a binding contract with SYNNEX, or
(b) any person who is barred from receiving the Services, in each case, under the laws of any country.

3. [THIS SECTION INTENTIONALLY OMITTED]

4. The Services

4.1 The Services are provided to the User by SYNNEX and in some cases, by SYNNEX's subsidiaries and affiliated legal entities worldwide (together, the "SYNNEX Affiliates") on behalf of SYNNEX. The User acknowledges and agrees that the SYNNEX Affiliates are each entitled to provide the Services to the User under the Agreement.

4.2 The User acknowledges and agrees that there may be non-material changes to the form and nature of the Services provided may change from time to time without prior notice to the User.

4.3 The User acknowledges and agrees that SYNNEX may (in its sole discretion) suspend or cease providing the Services (or any part of the Services) to a specific User or all Users without prior notice to the User.

4.4 The User acknowledges and agrees that SYNNEX may disable the User's access to the User's account for the Services, in which case, the User may be prevented from accessing the Services, the User's account details and any files or other content contained in the User's account.

4.5 The User acknowledges and agrees that SYNNEX may, at any time and in its sole discretion, set a limit on the number of transmissions the User may send or receive through the Services or on the amount of storage space used for the provision of the Services (or any part of them). Without limiting SYNNEX's rights under Clause 4.3 and Clause 4.4, SYNNEX may suspend the User's access to the Services if the User exceeds any such limit set from time to time.

5. Using the Services

5.1 The User agrees to use the Services subject to those purposes being permitted by
(a) the Agreement; and
(b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions.

5.2 The User must not access (or attempt to access) any of the Services other than through the interface for the Services made available by SYNNEX. Without limiting the foregoing, the User must not access (or attempt to access) any of the Services through any automated means (including scripts or web crawlers).

5.3 The User must comply with all instructions made available to the User in connection with the Services.

5.4 Certain Services may automatically download and install updates from time to time from SYNNEX. Such updates may be in various forms, including bug fixes, enhanced functions, new software modules and completely new versions. The User agrees to receive such updates (and permits SYNNEX to deliver such updates to the User) as part of the Services.

5.5 The User must not engage in any activity that causes interference with or disruption to the Services or any servers or networks that are connected to the Services.

5.6 The User must not reproduce, duplicate, copy, sell, trade or resell the Services (or any part of them).

5.7 The User is solely responsible for any breach of the User's obligations under the Agreement and for the consequences of any such breach, including any loss or damage which SYNNEX or any third party may suffer. SYNNEX will have no responsibility to the User or to any third party in respect of such breach.

5.8 To the extent permitted by law, for any Service that may require consent of the User before such Service is available to the User, the User, by consenting to it, shall be solely responsible for any loss or damage that may raise from using such Service and SYNNEX will have no responsibility and liability to the User or to any third party in respect of the use of such Service by the User.

5.9 Some Services may offer location-based services or functionality by collecting, storing, transmitting or processing User location data that the User may provide upon consenting to the use of such Services. The User recognizes that such location-based Services may be inaccurate or incomplete and shall not be used for emergency or life saving purposes. To the extent permitted by law, the User shall be solely responsible for any loss or damage that may raise from using such Services and SYNNEX will have no responsibility and liability to the User or to any third party in respect of the use of such Services by the User.

6. Passwords and Account Security

6.1 The User is responsible for maintaining the confidentiality of the User's passwords for all accounts used by the User to access the Services. The User acknowledges and agrees that the User is solely responsible to SYNNEX for all activities that occur under all such accounts.

6.2 The User must notify SYNNEX by email to legal@synnex.com immediately upon becoming aware of any unauthorized use of any of the User's passwords or accounts.

7. Registration Data

7.1 The User may be required to provide information about himself or herself in order to access the Services (for example, when registering to use the Service or any part of them), or in the course of using the Services.

7.2 The User agrees to provide accurate, current, and complete information required to register to use the Services and at other points as may be required in the course of using the Services ("Registration Data"). The User further agrees to maintain and update the User's Registration Data as required to keep it accurate, current, and complete. SYNNEX may terminate the User's rights to any or all of the Services if any information provided by the User is false, inaccurate or incomplete.

7.3 The User agrees to the use of the User's Registration Data in accordance with SYNNEX's privacy policy. SYNNEX's privacy policy sets out SYNNEX's data protection practices and describes how SYNNEX will treat the Registration Data and will protect the User's privacy when using the Services.

7.4 Upon obtaining consent from the User, SYNNEX may disclose the User's Registration Data to a third party.

8. Content Rights

8.1 The User acknowledges that all content that is accessible as part of or via the use of the Services (including data files, images, and written text) ("Content") is the sole responsibility of the originator of such Content. Such Content may include content in the form of advertisements or other sponsored Content.

8.2 The User acknowledges and agrees that the Content may be protected by proprietary or intellectual property rights of third parties (such as advertisers and sponsors or their agents who provide such Content to SYNNEX). The User must not modify, rent, lease, loan, sell, distribute or create derivative works based on any Content (either in whole or in part).

8.3 SYNNEX may (but is not obliged to) pre-screen, review, flag, filter, modify, refuse or remove any or all Content from the Services.

8.4 The User acknowledges that he or she uses the Services understanding the risk that he or she may find some Content to be offensive, indecent or objectionable.

9. SYNNEX's Proprietary Rights

9.1 The User acknowledges and agrees that SYNNEX (or SYNNEX's licensors) owns all legal right, title and interest in and to the Services, including all intellectual property rights (existing anywhere in the world and whether registered or not) which subsist in the Services.

9.2 The User acknowledges that the Services may contain information which is confidential to SYNNEX and agrees not disclose such information without SYNNEX's prior written consent.

9.3 Nothing in the Agreement gives the User any right to use any of SYNNEX's trade names, trademarks, service marks, logos, domain names, or other distinctive brand features. To the extent that the User is entitled to such use under a separate written agreement with SYNNEX, such use must be in compliance with that agreement, any applicable provisions of the Agreement, and SYNNEX's brand feature use guidelines as updated from time to time.

9.4 The User must not remove, obscure, or alter any proprietary rights notices (including copyright and trade mark notices) which affixed to or contained within the Services.

9.5 The User must not use any trade mark, service mark, trade name, logo of any person in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names or logos.

10. SYNNEX Services License

10.1 SYNNEX grants to the User a personal, revocable, worldwide, royalty-free, non-assignable and non-exclusive license to use the Services as provided by SYNNEX to the User ("License"). The License is granted for the sole purpose of enabling the User to use and enjoy the benefit of the Services as provided by SYNNEX, in the manner permitted by the Agreement. The User may not allow any other person to use the Services and may not use the Services to provide services to any other person.

10.2 The User may not (and may not permit any other person to) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of SYNNEX Services (or any part of it), unless this is expressly permitted or required by law, or expressly permitted by SYNNEX in writing.

10.3 The User may not assign, grant a sub-license of, or grant a security interest in or over, the License or any rights under it, loan or lease the Services, or otherwise transfer the License or any rights under it, to any person.

10.4 Except for the User's limited right to use the Services under the License, SYNNEX retains all rights in and to the Services.

11. User Content

11.1 The User will retain copyright and any other rights that the User already holds in any content created, submitted, posted, transmitted or displayed on or through the Services ("User Content"). By creating, submitting, posting, transmitting or displaying the User Content on or through the Services, the User grants SYNNEX a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, digitize, publish, publicly perform, publicly display and distribute the User Content ("User Content License"). The User Content License is granted for the sole purpose of enabling SYNNEX to display, distribute and promote the Services and may be revoked in accordance with any additional terms expressly agreed by the User and SYNNEX.

11.2 The User agrees that the User Content License includes a right for SYNNEX to make User Content available to third parties for the provision of syndicated services, and to use User Content in connection with the provision of such services.

11.3 The User acknowledges and agrees that the User Content License includes a right for SYNNEX, in performing the technical steps necessary to provide the Services to users, to
(a) transmit or distribute User Content over various public networks and in various media; and
(b) make modifications to User Content as necessary to conform and adapt the User Content to the technical requirements of connecting networks, devices, services or media.

11.4 Other than as set out in this Clause 11, SYNNEX acknowledges and agrees that it obtains no right, title or interest from the User (or the User's licensors) in or to the User Content, including any intellectual property rights which subsist in the User Content (existing anywhere in the world and whether registered or not).

11.5 The User confirms and warrants to SYNNEX that:
(a) the User has all the rights, power and authority necessary to grant the User Content License:
(b) the User Content will not infringe any third party intellectual property or other third party rights;
(c) the User Content will not contain any material which is harmful, inaccurate, pornographic, abusive, obscene, threatening, defamatory, or which is otherwise illegal or which does not comply with SYNNEX's content guidelines;
(d) the User Content will not contain any viruses or other harmful code or devices which could damage any device accessing such User Content,and the User shall indemnify SYNNEX (and the SYNNEX Affiliates) against any cost, loss, damage, liability or expense incurred by SYNNEX (and the SYNNEX Affiliates) as a result of any breach of these warranties.

11.6 SYNNEX may respond to notices of alleged copyright infringement in accordance with applicable international intellectual property law and may terminate the accounts of repeat infringers.

11.7 The User agrees that the he or she is solely responsible for his or her User Content and for any consequences arising in connection with that User Content (including any loss or damage suffered or incurred by SYNNEX). SYNNEX has no responsibility to the User or to any third party in respect of the User Content or such consequences. Without limiting the foregoing, the User agrees that the User is responsible for protecting and enforcing any intellectual property rights which subsist in the User Content and that SYNNEX is not obliged to do so on the User's behalf.

12. Advertisements

12.1 The Services (or any part of them) may display advertisements and promotions and may otherwise be supported by advertising revenue. Such advertisements and promotions may be targeted to information such as the content of information stored on the Services and queries made through the Services. In consideration for SYNNEX granting the User access to and use of the Services, the User agrees that SYNNEX may place such advertising on the Services.

12.2 SYNNEX may change the manner, mode and extent of advertising on the Services without providing notice to the User.

13. Third Party Content

13.1 The Services may include links to other websites, content and resources. SYNNEX may have no control over such websites, content or resources which are provided by third parties ("Third Party Content").

13.2 The User acknowledges and agrees that SYNNEX is not responsible for the availability of any Third Party Content, and does not endorse any advertising, products or other materials on or available via Third Party Content.

13.3 The User acknowledges and agrees that SYNNEX is not liable for any loss or damage that may be incurred by the User as a result of the availability of any Third Party Content, or as a result of any reliance placed by the User on the completeness, accuracy or existence of Third Party Content, including any advertising, products or other materials on or available via Third Party Content.

13.4 As a result of, or through using the Services, the User may from time to time use a service, purchase goods, or download a piece of software, which is provided by a third party. The User's use of such other services, goods or software may be subject to separate terms between the User and the relevant third party. In such case, the Agreement does not affect the User's legal relationship with that third party.

14. Changes to the Agreement

14.1 SYNNEX may make changes to the terms of the Agreement from time to time for security, commercial or legal reasons. When these changes are made, the User will be notified separately and will be prompted to consent to or decline the newly revised terms of the Agreement. The User may end this Agreement at any time if he or she does not agree to the amended terms of the Agreement.

15. Termination of the Agreement

15.1 Either party may terminate this Agreement at any time upon thirty (30) days prior written notice. The Agreement will remain in force until terminated by either the User or SYNNEX in accordance with this Clause 15.

15.2 Nothing in this Clause 15 affects SYNNEX's rights in relation to the provision of Services under Clause 4.

15.3 Upon termination of the Agreement, all of the legal rights, obligations and liabilities that the User and SYNNEX have benefited from, been subject to, or which have accrued during the term of the Agreement or are expressed to continue indefinitely, will be unaffected by such termination.

16. EXCLUSION OF WARRANTIES

16.1 NOTHING IN THESE TERMS, INCLUDING THIS CLAUSE 16 AND CLAUSE 17, EXCLUDES OR LIMIT SYNNEX'S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW. IF THE LAWS IN THE USER'S JURISDICTION DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, TERMS OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, ONLY THE LIMITATIONS WHICH ARE LAWFUL IN THAT JURISDICTION WILL APPLY TO THE USER AND SYNNEX'S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

16.2 SYNNEX will use commercially reasonable endeavors to ensure that the Services are available to the User without undue disruption, interruption or delay. If there is a disruption, interruption or delay, SYNNEX will use commercially reasonable endeavors to ensure that it is kept to a minimum.

16.3 IN PARTICULAR, SYNNEX, THE SYNNEX AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO THE USER THAT:
(a) THE USER'S USE OF THE SERVICES WILL MEET THE USER'S REQUIREMENTS;
(b) ANY INFORMATION OBTAINED BY THE USER AS A RESULT OF THE USER'S USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE; OR
(c) THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO THE USER AS PART OF THE SERVICES WILL BE CORRECTED.

16.4 THE USER ACKNOWLEDGES AND AGREES THAT ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT THE USER'S OWN DISCRETION AND RISK AND THE USER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO THE USER'S COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

16.5 NO ADVICE OR INFORMATION (WHETHER ORAL OR WRITTEN) OBTAINED BY THE USER FROM SYNNEX ON OR VIA THE SERVICES WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THE AGREEMENT.

17. LIMITATION OF LIABILITY

17.1 NOTHING IN THESE TERMS SHALL EXCLUDE OR LIMIT SYNNEX'S LIABILITY FOR
(I) DEATH OR PERSONAL INJURY;
(II) FRAUD; OR
(III) ANY THING WHICH CANNOT BE LIMITED OR EXCLUDED BY APPLICABLE LAW.

17.2 SUBJECT TO PARAGRAPH 16.1 ABOVE, SYNNEX SHALL NOT BE LIABLE TO THE USER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY THEORY OF LIABILITY, AND WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGE OR LOSSES HAS BEEN NOTIFIED TO SYNNEX, FOR:
(a) ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; OR
(b) ANY LOSS OF INCOME, BUSINESS, ACTUAL OR ANTICIPATED PROFITS, OPPORTUNITY, GOODWILL OR REPUTATION (WHETHER DIRECT OR INDIRECT); OR:
(c) ANY DAMAGE TO OR CORRUPTION OF DATA (WHETHER DIRECT OR INDIRECT); OR
(d) ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY THE USER, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF:
(i) ANY RELIANCE PLACED BY THE USER ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN THE USER AND ANY ADVERTISER OR SPONSOR WHOSE ADVERTISING IS MADE AVAILABLE ON OR VIA THE SERVICES;
(ii) ANY CHANGES TO THE SERVICES, OR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES (OR ANY PART OF THEM);
(iii) THE USER'S FAILURE TO PROVIDE SYNNEX WITH ACCURATE ACCOUNT INFORMATION; OR
(iv) THE USER'S FAILURE TO KEEP THE USER'S PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL.

18. General

18.1 SYNNEX intends to rely upon only the written terms set out in the terms of this Agreement and not any representations made elsewhere, in advertising or directly to the User by any of our employees. The User must read the terms of this Agreement carefully and should contact SYNNEX and must not use the Services if the terms include things that the User does not wish to agree to. In that way any confusion about what the User and SYNNEX are expected to do can be avoided.

18.2 The User agrees that SYNNEX may provide the User with notices (including notices relating to changes to the Agreement), by email, ordinary mail, or postings on or via the Services.

18.3 The User agrees that if SYNNEX does not exercise or enforce any legal right or remedy which is set out in the Agreement, or which SYNNEX has the benefit of under any applicable law, this will not be construed as a formal waiver of SYNNEX's rights or remedies and those such rights or remedies remain available to SYNNEX.

18.4 If any provision of this Agreement is invalid, as determined by a court of law having the jurisdiction to decide on this matter, then that provision will be removed from the Agreement without affecting the remaining provisions of the Agreement, which will continue to be valid and enforceable.

18.5 The User acknowledges and agrees that each SYNNEX affiliated company shall be a third party beneficiary to the Agreement and shall be entitled to directly enforce, and rely upon, any provision of the Agreement which confers a benefit on (or rights in favor of) them. Subject to the foregoing, no other person shall be a third party beneficiary to the Agreement. For the purposes of the Agreement, an affiliated company of SYNNEX is any company, corporation, firm, partnership or other entity that controls SYNNEX, is controlled by SYNNEX or is under common control with SYNNEX; the term "controls" and "controlled" meaning the ability to direct the management of the relevant entity.

18.6 The User may not transfer, assign, charge or otherwise dispose of the Agreement which is personal to the User, or any of the User's rights or obligations arising under it, without our prior written consent. We will not refuse to give consent without good reason.

18.7 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this Agreement that is caused by events outside our reasonable control ("Force Majeure Event"). A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular (without limitation) strikes, lock-outs or other industrial action, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport, impossibility of the use of public or private telecommunications networks, the acts, decrees, legislation, regulations or restrictions of any government. Our performance under the Agreement is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable endeavors to bring the Force Majeure Event to a close or to find a solution by which our obligations under the Agreement may be performed despite the Force Majeure Event.

18.8 The Agreement and the User's relationship with SYNNEX under the Agreement shall be governed by the laws of the state of California without regard to its conflict of law provisions. The User and SYNNEX agree to submit to the non-exclusive jurisdiction of the competent courts in the state of California to resolve any legal matter arising in relation to the Agreement. Notwithstanding the foregoing, the User agrees that SYNNEX may apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

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