These Terms and Conditions of Sale ("Terms and Conditions") between Tech Data Corporation on behalf of itself and its
U.S. subsidiaries (together "TDC") and the entity purchasing products from TDC ("Buyer") govern the sale, license,
resale and distribution, as applicable, of third-party vendor ("Vendor") hardware, products, services and software
(including all open source licensed or distributed by Vendor, or incorporated into any Vendor software) and TDC
services, which consist of a variety of services sold and/or performed by TDC (as opposed to third-party vendor
services resold by TDC) ("TDC Services") (collectively "Products") by TDC to Buyer. Certain TDC Vendors require TDC
to pass-through terms for the Product to resellers and end users. By purchasing the Product from TDC, Buyer agrees
to these Vendor pass-through terms, which are located at
https://tdcontent.techdata.com/reseller/secure/commerce/promos/vendor-pass.aspx.
1. ACCEPTANCE OF PURCHASE ORDERS
Acceptance: Buyer accepts these Terms and Conditions through any of the following, whichever occurs
first: (a) Buyer submits a purchase order, whether electronically, by phone, or in writing ("Order") to TDC; (b)
Buyer provides written acknowledgment; (c) Buyer accepts any shipment of any Products; or (d) Buyer performs any
other act or expression of acceptance. All Orders are subject to TDC acceptance, which may occur in writing,
Electronic Data Interchange ("EDI") acknowledgment, or execution of the Order. Acceptance is expressly limited to
these Terms and Conditions in their entirety without addition, modification or exception. TDC rejects any term,
condition, or proposal submitted by Buyer (whether oral or in writing) which are inconsistent with or in addition to
these Terms and Conditions. TDC's silence or failure to respond to any subsequent or different term, condition, or
proposal shall not be deemed to be TDC's acceptance. Buyer may not change, cancel, or reschedule orders for Products
without TDC's prior written consent.
Quotations: Quotes from TDC are applicable for the period specified in the quote. TDC reserves the right
to allocate the sale of Products among its buyers. Unless otherwise agreed to in writing by TDC, quotes are invitations
to tender and are subject to change at any time without notice. All information relating to TDC pricing is proprietary
and confidential and Buyer will keep such information confidential.
2. DELIVERY
Shipping Policy:Unless otherwise agreed in writing, TDC will deliver or arrange to deliver the Products in accordance with TDC's shipping policy in effect on the date of shipment. The current TDC shipping policy is located at
http://www.techdata.com/
Domestic: For all domestic transactions, including drop shipments, title to the Products and all risk
of loss or damage with respect to the Products, except software or services, shall pass to Buyer upon delivery to
the carrier or Buyer's representative at the logistics center where the Products are located.
International: For all international transactions, including drop shipments, the Product will be
shipped FCA (Free Carrier) from the logistics center where the Products are located (Incoterms 2020). TDC assumes no
responsibility for Additional Fees as defined in Section 4(a) for the country designated for delivery by the Buyer.
Title and risk of loss, except for software or services, shall pass to the Buyer upon delivery to the Buyer or
Buyer's representative at TDC's logistics center or, for drop shipments, upon delivery of the Products to the first
common carrier.
Delivery Information:Delivery is subject to TDC's receipt of all necessary information and
documentation from Buyer including all import certificates, exemption or resale certificates, licenses, and other
documents required from Buyer for export of the Product. Buyer shall notify TDC of any claimed shortages or
rejections of delivery per the requirements stated in TDC's then current return policies located at http://www.techdata.com/
("Return Policies") and must meet all other TDC requirements as stated in the Return Policies. Buyer shall provide
such notice in writing and with reasonable detail, stating the grounds for any such rejection. Buyer's failure to
give such notice within the time specified is deemed an acceptance in full of any such delivery.
3. TDC SERVICES
Limited TDC Services Warranty:TDC warrants that TDC Services will be performed in a reasonable and
workmanlike manner. To the extent permitted by law, TDC makes no other warranty, express or implied, such as
warranty of merchantability, fitness for purpose or non-infringement. Buyer's sole remedies for breach of this
Limited TDC Services warranty are, at TDC's sole discretion, to: (i) re-perform the TDC Services, or (ii) refund the
portion of the fees paid by Buyer that relate to the non-conforming TDC Services.
Exclusive Remedy:THIS SECTION STATES TDC'S ENTIRE LIABILITY FOR WARRANTY CLAIMS FOR TDC SERVICES. BUYER
MUST NOTIFY TDC IN WRITING OF ANY ALLEGED BREACH OF WARRANTY NO LATER THAN THIRTY (30) DAYS AFTER COMPLETION OF THE
APPLICABLE TDC SERVICES. TO THE EXTENT PERMITTED BY LAW, TDC MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, SUCH AS
WARRANTY OF MERCHANTABILITY, FITNESS OR PURPOSE OR NON-INFRINGEMENT. TDC DISCLAIMS ANY AND ALL OTHER EXPRESS OR
IMPLIED WARRANTIES, STATUTORY OR OTHERWISE. IN PARTICULAR, TDC DOES NOT WARRANT THAT SOFTWARE PROVIDED BY TDC IS
UNINTERRUPTED OR ERROR-FREE.
4. PRICE AND PAYMENT
Additional Fees:TDC's prices stated on invoices and quotations are for Products only and do not include
applicable federal, state, municipal and other government taxes (such as sales, use, value-added, and similar
taxes), as well as import or customs duties, license fees, freight (except as otherwise provided in TDC shipping
policy) and any other similar charges, however designated or levied on the sale or delivery of the Products or
measured by the purchase price paid for the Products ("Additional Fees"). Buyer is responsible for all Additional
Fees. TDC shall invoice Buyer for all taxes applicable to sales of the Products, itemized by type and jurisdiction,
which TDC is required by law to collect from Buyer. Exemption certificates must be presented to TDC prior to
shipment if they are to be honored. Upon Buyer's request, TDC will provide Buyer with sufficient documentation to
enable Buyer to complete any necessary tax filings or claim any applicable tax credits for amounts paid to TDC. If
applicable law requires Buyer to deduct any amount from the amounts to be paid to TDC due to withholding taxes or
any other taxes or levies of any kind, Buyer shall pay all such additional amounts so that the net amounts received
by TDC are the amounts specified on the invoice. To the extent that any withholding tax is payable, TDC and Buyer
shall mutually collaborate and provide any and all assistance reasonably requested to obtain the benefits of any
applicable tax treaty between the country where the TDC entity that accepted Buyer Order is located and the
applicable jurisdiction where the withholding tax applied.
Payment Terms: Payment is due as stated on TDC's invoice without offset or deduction for withholding
taxes or any other fees. TDC, at its discretion, may require reasonable advance assurances of payment through
irrevocable bank letters of credit or otherwise. All unpaid invoices will bear interest at an amount equal to 1-1/2%
of the outstanding balance per month (or the maximum rate of interest allowed to be contracted for by law, whichever
is less), starting on the date payment is due. Buyer's failure to make timely payment may result in such action as
commencement of proceedings for collection, revocation of credit, cancellation of Orders, stoppage of shipment,
delay or cessation of future deliveries, repossession of unpaid delivered goods, and termination of any one or more
sales agreements. At any time, TDC may change the terms of Buyer's credit. TDC may apply payments to any of Buyer's
accounts. Notwithstanding any "net" payment provisions specified on the invoice, TDC shall have no continuing
obligation to deliver Products on credit, and any credit approval may be withdrawn by TDC at any time and without
prior notice. Prior to accepting an Order, TDC may require Buyer to grant TDC a security interest in the Product,
plus all accounts resulting therefrom as a condition of accepting an Order. Buyer agrees to execute a Security
Agreement in a form acceptable to TDC, and Buyer authorizes TDC to file financing statements as TDC deems
appropriate to perfect and/or continue TDC's purchase money security interest therein.
Collections: If TDC engages an attorney or collection agency for the purpose of collection, or
enforcing TDC's security interest in the Products, with or without litigation, Buyer shall pay any and all
associated costs, including and without limitation, attorneys' fees and costs (whether incurred prior to, during, or
subsequent to trial), collection, bankruptcy, or other creditor's rights proceedings. TDC reserves the right to
effect a recoupment, to set off of any funds due at any time to Buyer from TDC, and to set off any amounts against
amounts owed by Buyer to TDC.
Currency: If a sale is to occur (or the Product is to be shipped) outside of the United States, Buyer
acknowledges and agrees that the amount due TDC shall be paid in U.S. Dollars. Any payment by Buyer in local
currency or the receipt by TDC of local currency as a consequence of enforcement procedures against Buyer will be
deemed (a) an authorization for TDC to use that local currency to purchase U.S. Dollars or, (b) if such purchase is
prohibited by local law, an authorization to purchase appropriate bonds or other instruments and export them from
the Buyer's country in order to convert the currency into U.S. Dollars and apply the proceeds to the payment of any
amounts owed to TDC by Buyer. Buyer is responsible for any deficiency as a result of conversion of payment into U.S.
Dollars.
5. RETURN
Returns:All Product returns are subject to TDC's Return Policies. All Orders that are identified by TDC as non-standard or
"NCNR" are non-cancelable and non-returnable. If TDC issues a return authorization to Buyer allowing Buyer to return
Product to TDC, Buyer will deliver the Product to TDC's specified address in the United States and Buyer shall bear
Additional Fees designated or levied, on any replacement Product to be shipped by TDC to Buyer. If TDC determines such
Products are not eligible for return, TDC will, at its sole discretion, send such Products back to Buyer on freight
collect basis, or hold such Products (at Buyer's expense) for Buyer's collection and on Buyer's account. The right to
return defective Products as set forth herein shall constitute TDC's sole liability and Buyer's exclusive remedy in
connection with any claim of any kind relating to the quality, condition, or performance of any Product, whether such
claim is based upon breach of contract, warranty, negligence or other tort, breach of any statutory duty, indemnity or
contribution, the failure of any limited or exclusive remedy to achieve its essential purpose, or otherwise.
Hazardous Materials
Lithium Batteries: Recalled Lithium batteries or lithium batteries that are known or suspected to be defective or damaged present a high safety risk to personnel and property and are not permitted to be returned to Tech Data facilities under any circumstances. Packaging and Labeling of Dangerous Goods: Items identified as dangerous goods for transport need to be packaged, marked and labeled according to local and global regulations for the transport of Dangerous Goods including, but not limited to, IATA, IMDG, DOT, ADR, as referenced in Tech Data's Product Return policies. These items may include but are not limited to: Lithium Batteries, Magnetic Materials, Aerosols or Pressurized Gas, and other materials that can pose a risk to property and life.
6. DISCLAIMER OF WARRANTIES
Disclaimer of Warranties:
Notwithstanding any right to return defective products under TDC's Return Policy as specified in Section 5 or the
limited TDC Services Warranty as specified in Section 3, TDC makes no representations or warranties of any kind with
respect to the Products, including but not limited to Product information. TDC HEREBY DISCLAIMS ALL REPRESENTATIONS AND
WARRANTIES, EXPRESS OR IMPLIED, AS TO THE PRODUCTS OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF
MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. TDC WILL NOT BE LIABLE FOR ANY DAMAGE, LOSS,
COST, OR EXPENSE FOR BREACH OF WARRANTY. Except for the limited TDC Services Warranty as specified in Section 3, any
product warranties applicable to the Products shall be provided by the Vendor. Buyer shall not make any representations
and warranties on behalf of TDC or the Vendor.
7. LIMITATION OF LIABILITY
Limitation of Liability:
SUBJECT TO THE LIMITATIONS OF SECTIONS 5 AND 6, TDC'S LIABILITY FOR DAMAGES ARISING UNDER THESE TERMS AND CONDITIONS, OR
WHETHER IN CONTRACT, TORT, OR OTHERWISE, WILL: (1) BE LIMITED TO ACTUAL, PROVEN, DIRECT DAMAGES; AND (2) WILL NOT EXCEED
THE NET AMOUNT PAID TO TDC BY BUYER FOR THE PRODUCT THAT IS THE SUBJECT OF THE CLAIM. TDC SHALL NOT BE LIABLE UNDER ANY
CIRCUMSTANCES FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY WAY
CONNECTED WITH THESE TERMS AND CONDITIONS OR THE PRODUCT, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOST PROFITS, LOSS
OF USE, LOST DATA, COSTS OF COVER, OR FOR ANY DAMAGES OR SUMS PAID BY BUYER TO THIRD PARTIES, EVEN IF TDC HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY APPLIES WHETHER ANY CLAIM IS BASED
UPON BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE OR OTHER TORT, BREACH OF ANY STATUTORY DUTY, INDEMNITY OR
CONTRIBUTION, THE FAILURE OF ANY LIMITED OR EXCLUSIVE REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE, OR OTHERWISE.
8. STREAMONETM
StreamOneTM: StreamOneTM is an online platform
offered by TDC. If Buyer chooses to use StreamOneTM, Buyer's use is subject to these Terms and Conditions, and any
additional StreamOneTM platform agreements, which will be communicated to Buyer at the time of purchase. The
additional terms found in this Section 8 will specifically apply to all sales by TDC through StreamOneTM. All data
and other information available on StreamOneTM are proprietary, confidential and the sole property of TDC or third
parties licensing such information to TDC.
Electronic Delivery / Access: Unless otherwise agreed in writing, the Products made available through
StreamOneTM will be made available for use by software download or the transmission of (or access to) enabling
information electronically.
Credit Card Authorization: If Buyer pays by credit card, Buyer represents that it is the owner of or is
authorized to use the credit card and Buyer authorizes TDC to charge the credit card for all transactions through the
StreamOneTM platform, unless otherwise specified. If TDC extends credit to Buyer, Buyer will be invoiced on the agreed
upon terms.
9. AUTOMATIC RENEWALS AND RECURRING SERVICES
Automatic Renewals and Recurring Services: For Products made available on a subscription or recurring
term basis ("Subscriptions"), Buyer agrees that TDC may invoice Buyer for automatic renewals and Subscriptions, using
Buyers initial purchase order number as authorization for subsequent invoices until Buyer properly cancels the
applicable Subscription. Buyer further agrees to notify end users of the applicable renewal Subscriptions and payments
due and acknowledges that Buyer's obligation to pay is not conditioned on: (a) TDC's invoice for Products, (b) Buyer's
placement of a renewal purchase order, or (c) Buyer's receipt of a renewal order from its customer.
Consent to Move End Users for Default:
If Buyer defaults on these Terms and Conditions, TDC reserves the right to move Buyer's end users to another reseller or other provider to avoid interruption of access by the end user.
10. BUYER'S OBLIGATIONS
Compliance with Laws: Buyer represents and warrants that it will comply with all applicable laws, codes,
directives, ordinances, and regulations. Buyer further acknowledges and agrees that the Products are subject to the
export control laws and regulations of the United States, including, but not limited to, the Export Administration
Regulations, and sanctions regimes of the U.S. Department of Treasury, Office of Foreign Asset Controls. Buyer shall
not, without prior U.S. government authorization, export, reexport, or transfer any Products, either directly or
indirectly, to any country subject to a U.S. trade embargo, or to any resident or national of any such country, or to
any person or entity listed on the "Entity List" or "Denied Persons List" maintained by the U.S. Department of Commerce
or the list of "Specifically Designated Nationals and Blocked Persons" maintained by the U.S. Department of Treasury. In
addition, Buyer may not export, re-export, or transfer Products to an end-user engaged in activities related to weapons
of mass destruction. Such activities include, but are not necessarily limited to, activities related to the design,
development, production, or use of: (1) nuclear materials, nuclear facilities, or nuclear weapons; (2) missiles or
support of missiles projects; (3) chemical or biological weapons; and 4) life support systems, human implantation, or
any other application where Product failure could lead to loss of life or property damage.
Vendor Restrictions: Buyer acknowledges and agrees that some Product sales are limited to a specified
territory and shall not sell Products outside that territory. Such sales may constitute copyright or trademark
infringement. Products purchased by Buyer may also be subject to additional usage restrictions or authorizations or
terms and conditions imposed by the Vendor. Buyer is responsible for ensuring compliance with any such restrictions,
authorizations or terms and conditions. Buyer shall comply with any applicable rights of third parties regarding
Products, including software or other intellectual property, such as patents, copyrights, and user licenses.
Anti-Bribery Anti-Corruption: Buyer agrees it has not and will not in the future directly or indirectly
offer or pay, or authorize the offer or payment of, any money or anything of value in an effort to influence any
government official or any other person in order to improperly obtain or retain business or gain an improper business
advantage, and has not accepted, and will not accept in the future, any such payment.
Software: Software is the machine-readable (object code) version of computer programs ("Software"). Buyer
shall not, directly or indirectly, modify the features or functionality of, copy or create derivative works using all or
any portion of, decompile, or otherwise reverse engineer or attempt to reverse engineer or derive source code,
techniques, algorithms or processes from the Software or permit or encourage any third-party to do so. Buyer's use of
Software and any related documentation is governed by the Software's applicable license agreements. Software embedded in
or bundled with hardware must be used solely with the device for which it was intended and may not be transferred
separately. Buyer authorizes TDC to accept, on Buyer's behalf, any end-user license agreement, or similar agreement for
Products. Buyer shall secure this same authority from its end user. TDC has no obligation to accept any end-user license
agreements but may use its sole discretion to exercise its authority. Buyer acknowledges that Vendor or Vendor's
third-party licensors will provide any license required to use the Product and not TDC.
Records and Audit:Buyer shall keep complete and accurate books and records for seven (7) years from the date of the purchase or longer if
required by applicable law. Buyer will allow TDC to audit records related to transactions under these Terms and
Conditions.
Refunds: Buyer will reimburse to TDC any funds TDC has provided to Buyer as a pass-through from the Vendor
("Pass-Through Funds") in the following instances: (1) TDC is obligated to return the Pass-Through Funds to the Vendor,
or (2) TDC provided the Pass-Through Funds to Buyer but did not receive the Pass-Through Funds from the Vendor. These
Pass-Through Funds include but are not limited to discounts, fees, and marketing funds. TDC may also recover such
Pass-Through Funds by offsetting any amounts due to Buyer from TDC.
Notices and Communications: Buyer consents to receive all communications from TDC or Vendor regarding
Products and shall promptly notify TDC in writing of all changes to Buyer's name, address, and control/ownership of its
assets. Additionally, Buyer consents to allow TDC to contact Buyer's end users regarding Products.
Indemnification: Buyer will indemnify, defend, and hold TDC harmless from and against any and all
liabilities, losses, and damages (including but not limited to, reasonable attorney's fees, and costs of establishing
rights to indemnification) for any claim including: (i) breach by Buyer of any warranty, representation, or covenant
under these Terms and Conditions; (ii) breach or violation by Buyer of any agreement with a Vendor or the rights of a
Vendor, respectively; (iii) non-compliance with requirements of these Terms and Conditions; or (iv) claims arising from
Buyer's negligence or willful misconduct; or (v) claims arising from (1) TDC's compliance with Buyer's designs,
specifications or instructions; (2) modifications of any Product by anyone other than TDC; or (3) use or sale of
Products in combination with other products or in violation of the Vendor's applicable specifications and/or
documentation.
Code of Conduct:Buyer shall comply with the requirements of TDC's then current Code of Conduct. The current TDC Code of Conduct is located at
https://www.techdata.com/code-of-conduct.html.
11. GOVERNMENT SALES
Product Sourcing Restrictions:
Buyer has an affirmative duty to notify TDC in writing during the quotation, request, and order process of any product
sourcing restrictions, including the Trade Agreement Act ("TAA"), Buy American Act, or other sourcing restrictions that
apply to the Products.
Commercial Items:
TDC is a distributor of "Commercial Items" as defined in FAR 2.101. TDC does not intend to sell Products, whether to the
U.S. Government or a higher-tier contractor, that fail to meet the "commercial item" definition in FAR 2.101.
Accordingly, TDC agrees only to the clauses in the Federal Acquisition Regulation ("FAR") and agency FAR supplements (as
applicable based on the U.S. Government customer) that are explicitly required to be inserted in a subcontract for
commercial items, as set forth in FAR 52.244-6(c)(1) or an agency FAR supplement. In accordance with FAR 12.211, Buyer
will receive only those rights in technical data customarily provided to TDC by the manufacturers. This will not be
interpreted as providing Buyer unlimited rights in data, software, or intellectual property rights provided by the
manufacturers or any other third party. If Buyer is not an authorized GSA Buyer, TDC specifically rejects the
requirements of the: (i) Trade Agreements Act, FAR 52.225-5 or DFARS 252.225-7021; and (ii) the Buy American Act, FAR
52.225-1 or DFARS 252.225-7001. TDC does not accept any Preference for Domestic Specialty Metals regulations unless the
Vendor expressly represents and warrants that the Products provided through TDC are compliant.
12. GENERAL
Entire Agreement: These Terms and Conditions constitute the entire agreement of the parties with respect
to all sales by TDC to Buyer, and supersedes any and all prior negotiations, representations and agreements, whether
written or oral, between the parties. Each party acknowledges that no representations, inducements, promises or
agreements, orally or otherwise have been made by any party. No other agreement, statement or promise modifies these
Terms and Conditions unless it is in writing and signed by both parties. Any TDC waiver or default of one or more of
these Terms and Conditions is not a waiver of the remaining Terms and Conditions or of any future defaults. No failure
or delay by either party in exercising or enforcing any right hereunder shall operate as a waiver thereof or preclude
any other exercise or enforcement of its rights.
Governing Law and Venue: Any provision of these Terms and Conditions that is prohibited or unenforceable
under the laws of the State of Florida shall be ineffective to the extent of such prohibition or unenforceability,
without impairing or invalidating the remaining provisions of these Terms and Conditions. These Terms and Conditions are
governed by the laws of the State of Florida notwithstanding any choice of law provisions. The venue for any disputes
arising out of these Terms and Conditions shall be, at TDC's sole and exclusive option, Pinellas County, Florida or the
courts with proper jurisdiction at Buyer's location. ALL SALES TRANSACTIONS EXCLUDE THE APPLICATION OF THE 1980 UNITED
NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS, IF OTHERWISE APPLICABLE.
Force Majeure: TDC is not liable for failures to perform (including, without limitation, delays in
delivery) due to causes beyond its reasonable control (for example, acts of nature, acts or omissions of Buyer,
operational disruptions, man-made or natural disasters, acts of war, government interference, epidemic medical crises,
materials or Product shortages, strikes, criminal acts, delays in delivery or transportation, or inability to obtain
labor, materials or Products through regular sources).
Data Protection and Personal Information: Buyer acknowledges that end user personal information is
necessary for end users to access or use certain Products. Buyer agrees to provide such personal information as
requested by the Vendor to both TDC and the Vendor. Buyer represents and warrants that Buyer, will comply with
applicable data protections laws, including providing notice and properly obtaining the consent of the end user to
provide said personal information to TDC and the Vendor for the purpose of fulfilling the transaction.
Trademarks: Buyer will not use TDC's name, logos, trademarks, or other intellectual property rights
without TDC's written consent. Buyer grants TDC the limited right to use its logos and trademarks in any marketing and
promotional materials associated with these Terms and Conditions.
Accurate Information: Buyer represents and warrants that the information provided in any documents to TDC
will be true and correct in all material respects and contains all information necessary so that the information is not
materially misleading. Buyer acknowledges that TDC is relying on the accuracy of the information provided by Buyer.
Assignment and Survival of Obligations: Buyer may not assign these Terms and Conditions without TDC's
prior written consent. TDC may, without Buyer's consent, assign these Terms and Conditions, including all its
amendments, attachments and addenda, and its rights and obligations to its successors, assigns or a purchaser of all or
substantially all of its assets. All benefits of the contract will enure to the benefit of the assignee. Buyer may
purchase from any Tech Data Corporation U.S. subsidiaries pursuant to these Terms and Conditions. All obligations under
these Terms and Conditions that by their nature extend beyond termination, including without limitation all monetary
obligations of either party to the other under these Terms and Conditions, will survive termination, remain in effect
and bind all successors and assigns.
Independent Contractors. The Parties will act as independent contractors in the performance of these Terms and Conditions and neither Party shall act as agent for or partner of the other Party.
Confidentiality Each party acknowledges that during performance of its obligations pursuant to these Terms
and Conditions, it may obtain certain information specifically marked as confidential or proprietary. Each party hereby
agrees that all such information disclosed to it by the other party, its parent, affiliates, subsidiaries, whether
before or after the effective date, shall be and was received in strict confidence, shall be used only for purposes of
these Terms and Conditions, and shall not be disclosed without the prior written consent of the other party, except as
may be necessary by reason of legal, accounting or regulatory requirements beyond either party's reasonable control. The
provisions of this Section 12(i) shall survive for a period of one (1) year after the date of such disclosure.