Terms & Conditions
To register and become a TP-Link Partner of TP-Link USA Corporation (“TP-Link”), Reseller must accept the terms and conditions set forth below (the "Agreement").
1. By clicking and accepting this Agreement, you ("Reseller") confirm that you are a Partner and an authorized representative of the company identified in the TP-Link Partner Program. Resellers must be formally classified as a Value Added Reseller (VAR) or Integrator to qualify as a valid TP-Link Partner.
2. Reseller must comply with all current Partner requirements as set forth on this website and this Agreement.
3. Reseller must comply with the current TP-Link Unilateral Advertised Price (UAP) Policy (in the United States only).
4. Partners are qualified to receive the current Partner benefits as set forth on this website under the following terms and conditions:
a. Partner Benefits may include, but are not limited to, special pricing, rebates, or discount programs.
b. Discount programs are only applicable to TP-Link products purchased from authorized TP-Link distributors (see TP-Link website for a full list of TP-Link authorized distributors). Any applicable discount programs must be in writing (which may include TP-Link postings on our TP-Link USA official website and/or e-mail notifications from TP-Link) and will specify a fixed time period and duration within which this discount program will be provided.
i. If no time limits or dates are specified by TP-Link in writing, the duration will default to a thirty (30) day period from when the publication was issued.
c. TP-Link may condition Reseller’s eligibility to participate in any such discount programs on Reseller's agreement to provide TP-Link with TP-Link point of sales reports, inventory reports, and any formal receipt of proof of sale or purchase.
1. TP-Link reserves the right to deny or revoke any rebates or discounts if terms and conditions are not met.
2. TP-Link reserves the right to audit Reseller’s compliance with this Agreement (either directly or through a third-party auditor).
3. Marketplace or third-party accounts created to sell TP-Link products are not permitted and will result in revoking of any discount levels or rebates and removal of the TP-Link Partner Program.
1. This Agreement and Reseller’s membership in the TP-Link Partner Program may be terminated, with or without reason, by either party by giving the other party a thirty (30) days prior written notice (including e-mail notification). This Agreement may be terminated immediately by TP-Link for cause upon Reseller’s breach of the Agreement or TP-Link's reasonable belief of such breach, including, without limitation, failure to comply with the TP-Link Unilateral Price Policy (UPP), (in the United States only). In the event this Agreement is terminated for cause, any of the Reseller’s accrued VAR Membership Benefits will be forfeited.
2. TP-Link reserves the right at any time without prior notice and in its sole and absolute discretion to: (a) add to, remove, or modify the TP-Link Partner requirements; (b) modify the TP-Link Partner Program; and/or (c) cancel the TP-Link Partner Program without further obligation to the Reseller.
D. LIMITATION OF LIABILITY:
1. ALL LIABILITY OF TP-Link FOR CLAIMS ARISING UNDER THIS AGREEMENT OR OTHERWISE SHALL BE LIMITED TO THE MONEY PAID BY RESELLER TO ITS AUTHORIZED DISTRIBUTOR FOR TP-Link PRODUCTS AND SERVICES IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT OR CIRCUMSTANCES GIVING RISE TO SUCH LIABILITY. THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER-INCIDENT. IN NO EVENT SHALL TP-Link BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT, STATUTORY, EQUITABLE, PUNITIVE, OR CONSEQUENTIAL DAMAGES, LOST REVENUE, LOST PROFITS, OR LOST OR DAMAGED DATA, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF TP-Link HAS BEEN INFORMED OF THE POSSIBILITY THEREOF.
2. The validity, interpretation, and enforcement of this Agreement shall be governed by the laws of the State of California, United States of America, without giving effect to principles of conflicts of laws. The State and Federal courts of California in the County of Los Angeles shall have exclusive jurisdiction over any claim arising under this Agreement.
1. TP-Link information within the TP-Link Partner Program is strictly confidential and strictly restricted to valid TP-Link Partners. TP-Link Partners shall protect such information using the same degree of care as they use to protect their own sensitive business information, but not less than a reasonable degree of care, and shall not disclose such information to any third party without TP-Link’s prior written consent. Reseller shall only use such information in connection with the promotion and resale of TP-Link products and services. Upon the termination of this Agreement or cancellation of the TP-Link Partner Program, Reseller will promptly return to TP-Link any such confidential information provided to Reseller by TP-Link.
2. Neither this Agreement, nor any rights under this Agreement, may be assigned by Reseller without the express prior written consent of TP-Link. Any attempted assignment in violation of the preceding sentence shall immediately terminate the Agreement and be without legal effect.
F. INDEPENDENT CONTRACTORS:
1. The parties to this Agreement between TP-Link and Reseller are that of "seller" and "buyer." This Agreement does not create any agency, partnership, employment, joint venture, or franchise relationship. Notwithstanding any use of the term "Partner" in the TP-Link Partner Program, the parties do not intend to create any legal relationship of partnership between them, and neither will assert to any third-party or otherwise claim that such a legal relationship exists between them.
2. Reseller agrees to defend, indemnify, and hold harmless TP-Link, including TP-Link's selection of counsel and payment of its attorneys’ fees and costs, from and against loss, suit, damage, or claim arising out of, or connecting with, the marketing, advertising, sale, sublicense, or use of any of TP-Link products that have been modified by Reseller or any of Reseller's agents, employees, partners, assignments, licensees, and representatives.
1. In the event that part, or one or more terms, of this Agreement becomes or is declared to be illegal or otherwise unenforceable by any court of competent jurisdiction, each such part or term shall be null and void and shall be deemed deleted from this Agreement. All remaining terms of this Agreement shall remain in full force and effect.
2. Reseller and TP-Link each waive any defense to the validity or enforceability of this Agreement arising from the electronic submission of this Agreement by Reseller.
This Agreement is the complete agreement between the parties concerning the subject matter of this Agreement and replaces any prior or contemporaneous oral or written communications between the parties. There are no other conditions, understandings, agreements, representations, or warranties, expressed or implied, which are not specified in this Agreement. This Agreement may only be modified by a written document expressly stated for such purpose executed both by TP-Link and Reseller.
By clicking on the Submit button, you are acknowledging that you have read the Agreement in its entirety, and are committing your company to this Agreement.