Termos e Condições
TP-LINK SOLUTIONX PARTNER PROGRAM TERMS AND CONDITIONS
NOTICE: READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE PARTICIPATING IN THE PROGRAM. IT REQUIRES You TO RESOLVE DISPUTES THROUGH ARBITRATION. BY PARTICIPATING IN THE PROGRAM, YOU INDICATE THAT YOU ACCEPT THESE TERMS AND CONDITIONS AND THAT YOU AGREE TO BE BOUND BY AND ABIDE BY THEM. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MUST NOT PARTICIPATE IN THE PROGRAM.
By clicking the “I ACCEPT” button below and by accessing or using the PARTNER PORTAL, OR PROGRAM BENEFITS in any manner, you are indicating that you have read and agree with the Terms described below.
If You are granted membership into the TP-Link SolutionX Partner Program (“Program”), these terms and conditions including the appendices, guidelines and any additional documentation expressly referenced herein (collectively, the “Terms and Conditions”) form a legal agreementï (“Agreement”) between TP-Link Systems Inc. (“TP-Link”) and You governing Your participation in the Program and Your use of all items and associated materials that may be made available by TP-Link, which include, without limitation, (A) the Partner Portal and (B) the Program Benefits. “You” refers to you or your employer or other legal entity (including its subsidiaries) for whose benefit you act, as applicable. If You are agreeing to these Terms and Conditions on behalf of a company or other legal entity, You represent and warrant to TP-Link that You have the legal authority to bind that legal entity to these Terms and Conditions, in which case, “You” or “Your” will be in reference to such legal entity. Your acceptance of these Terms and Conditions does not obligate TP-Link to accept You into the Program. However, to be eligible for participation in the Program, You must complete a registration form, accept these Terms and Conditions and meet all applicable Membership Qualifications. If accepted into the Program, TP-Link will send You a notification informing You of such acceptance.
1. PROGRAM PURPOSE AND OVERVIEW
1.1 Purpose. The Program offers You certain Program Benefits subject to these Terms and Conditions.
1.2 Program Benefits. The Program offers several benefits to members (“Program Benefits”), which may include discounts, free trials and access to the TP-Link portal where members are able to access to those partner beneficial resources and tools, which is currently located at https://partner.tp-link.com/us (“Partner Portal”). For a full list of Program Benefits please visit the following site: https://partner.tp-link.com/us. Your Program Benefits are determined by Your qualifications for membership described at https://partner.tp-link.com/us (“Membership Qualifications”), and the Membership Qualifications, Program Benefits may be modified from time to time, at TP-Link’s sole discretion without advanced notice. Program Benefits are void where prohibited by federal, state, or local law. Except as expressly permitted by TP-Link, Program Benefits may not be sold, bartered or transferred (other than by TP-Link or its agents). Any attempted transfer, sale or barter will be void and will be forefeited. TP-Link may refuse to honor or recognize any Program Benefits which TP-Link believes may have been transferred, sold or bartered.
1.2.1 Discount Demo Applications. Depending on Your Program membership, You may be eligible for certain discounts for demo products available on the Partner Portal (the “Discount Demo Program”). Your participation in the Discount Demo Program is subject to the Discount Demo Program Terms and Conditions set forth in Appendix A. TP-Link may modify, update, or discontinue the Discount Demo Program Terms and Conditions (including the discount rate and available equipment) at any time without notice or liability to You or anyone else, at TP-Link’s sole discretion.
1.2.2 Bonus Points. Depending on Your membership within the Program, You may earn bonus point rewards (“Bonus Points”) that may be redeemed for purchases of eligible TP-Link hardware and software products (“Eligible Products”) from the TP-Link approved entities that distribute or otherwise sell TP-Link products, which may include TP-Link authorized distributors and TP-Link authorized channel resellers, as identified by TP-Link in writing or on the Program website (“Authorized Suppliers”) .You may also earn Bonus Points through the completion of non-purchase activities such as case studies, referrals, and certifications. Your use of Bonus Points is subject to the Bonus Points Program Terms and Conditions set forth in Appendix B. TP-Link may modify, update, discontinue, or terminate the Bonus Points Program Terms and Conditions (including the Bonus Points and Eligible Products) at any time without notice or liability to You or anyone else, at TP-Link’s sole discretion.
1.2.3 Trademarks. You grant to TP-Link a nonexclusive, nonsublicensable, royalty-free, worldwide license to reproduce and use your name, trademarks, service marks, trade names, logos, and other marks and descriptive materials to publicly refer to you on our website for the purpose of advertising and promoting TP-Link’s partner programs. Depending on membership within the Program, You may be eligible to use certain TP-Link trademarks, service marks, and trade names (whether or not registered) as identified by TP-Link from time to time (collectively, “Marks”) in mutually agreed co-branding activities. Your use of any Marks shall be in strict compliance with any Marks policy or standard of TP-Link that is provided or made available to You by TP-Link from time to time. You shall promptly discontinue the display or use of any Mark to change the manner in which a Mark is displayed or used when requested by TP-Link. In the event that TP-Link determines, in its sole discretion, that Your usage of the Marks violates these Terms and Conditions, TP-Link may demand that You cease such usage and You shall promptly comply with such request. Without limiting the foregoing:
1.2.3.1 You are only allowed to use Marks to promote the sale of TP-Link hardware and software products. You may not use or modify Marks in any other form or manner without the express written consent of TP-Link.
1.2.3.2 You agree to display Marks in good taste, in a manner that preserves their value as member’s Marks, and in accordance with any policies and standards provided by TP-Link for display.
1.2.3.3 You agree not to display TP-Link’s Marks in any written or media material without prior written consent of TP-Link.
1.2.3.4 Your use of Marks will never mean, or be implied to mean, that there is a transfer of ownership of the Marks between TP-Link and members. All goodwill arising from the use by You of the TP-Link’s Marks will belong to TP-Link.
1.2.4 Tools. As part of the Program, TP-Link may also provide members access to certain tools that are intended to improve members’ sale performance of TP-Link products. You will use and access these tools by the means required by TP-Link and as otherwise described in any relevant documentation, and Your use and access is subject to these Terms and Conditions and any other terms and conditions that may be accompanied with the tools.
1.2.5 Other Benefits. From time to time, TP-Link may, in its sole discretion, offer additional benefits and/or services as part of the Program. Such benefits and services are subject to these Terms and Conditions and may be governed by additional guidelines or supplemental terms and conditions.
1.2.6 Disclaimer. TP-Link is not responsible for typographical errors and/or omissions in any Program document. Without limiting the foregoing, TP-Link is not responsible for: (a) any loss or misdirection of, or delay in receiving, any application, correspondence, redemption requests, or Program Benefits; (b) theft or unauthorized redemption of Program Benefits, including without limitation Bonus Points or use of Bonus Points; (c) any acts or omissions of third parties; or (d) any errors published in relation to the Program, including, without limitation, any pricing or typographical errors, errors of description, and errors in the crediting or debiting of Bonus Points from accounts. TP-Link reserves the right to correct, without notice, any errors.
1.2.7 Ownership and Cancellation. The Program, Program Benefits, and other related benefits and services are the sole property of TP-Link, and are not Your property. On cancellation of membership in the Program for any reason, all unredeemed Bonus Points, awards and other related benefits and services will be forfeited and You will no longer be able to participate in the Program. Bonus Points, awards and other related benefits and services have no cash value and TP-Link will not compensate or pay cash for any forfeited or unused Program Benefits, including without limitation, Bonus Points.
2. OBLIGATIONS FOR PROGRAM MEMBERSHIP
2.1 Compliance with Terms and Conditions. You must at all times comply with these Terms and Conditions. Without limiting any of our other rights under these Terms and Conditions or otherwise, TP-Link reserves the right to deny or revoke any rebates or discounts, or remove You from the Program and has the right to disable any user identification code or password, whether chosen by You or allocated by TP-Link, at any time, if in TP-Link’s opinion, You have failed to comply with any of the provisions of these Terms and Conditions. TP-Link is not liable for any loss or damage arising from Your failure to comply with these requirements.
2.2 Membership Application and Account. You must complete a membership application before acceptance into the Program. By applying to our Program, you represent and warrant that you have a business address within the United States. You will be assigned a unique partner identification (“TP-Link Partner ID”) that is associated with your administrative account and any user accounts (each, a “TP-Link Partner Account”). You must create a unique username, password and online partner account profile to create a TP-Link Partner Account and to obtain and use the Program Benefits, and You are responsible for securing and maintaining the confidentiality of Your TP-Link Partner ID and usernames and passwords relating to Your TP-Link Partner Account. TP-Link may withhold approval of Your TP-Link Partner ID for any reason. You must keep Your account profile up to date with current account information (including, without limitation, current contact information) at all times. You are only allowed to register for and use one (1) TP-Link Partner ID, unless otherwise permitted by TP-Link in writing, including via email. You are responsible for all activity that occurs via Your TP-Link Partner ID, regardless of the TP-Link Partner Account, even if that activity is not by You or is without Your knowledge or consent. You must notify TP-Link customer support immediately if You become aware of any unauthorized use of Your account. You may not (A) share Your account information, whether intentionally or unintentionally; or (B) use another person’s account. Access to the Program (including, for clarity, the Program Portal) is permitted on a temporary basis, and TP-Link reserves the right to withdraw or amend the Program without notice. TP-Link will not be liable if for any reason the Program Portal is unavailable at any time or for any period. From time to time, TP-Link may restrict access to some parts of the Program Portal, or the entire Program Portal, to users who have registered with us, or close it indefinitely. TP-Link may update the Program Portal at any time, and TP-Link may change the content at any time. Any of the material on the Program Portal may become out of date at any time, and TP-Link is under no obligation to update such material.
2.3 Buy in Data. You will provide any data related to purchases of TP-Link products by Authorized Suppliers to TP-Link (“Buy-in Data”), as requested by TP-Link. Your eligibility for Program membership tiers, Program Benefits and related services will be determined in part based upon the Buy-in Data that You provide. If You select not to provide Buy-in Data as requested by TP-Link, You understand that Your Membership Qualifications may be impacted and that You may be ineligible for certain Program Benefits.
2.4 Purchase History Release Authorization. You hereby grant consent to disclose your TP-Link product Purchase History from TP-Link's Authorized Distributor to TP-Link throughout your participation in the Partner Program
2.5 Minimum Advertised Pricing and Distribution Policy. You shall comply with TP-Link's Minimum Advertised Pricing (MAP) and Distribution Policy, during your engagement in the Partner Program. To obtain the Minimum Advertised Pricing and Distribution Policy, please visit the following site: https://www.tp-link.com/br/map-policy/?type=smb.
2.6 Marketing Communications. You hereby consent to TP-Link's transmission of new product and feature announcements, marketing materials, and promotional offers to you via email, as part of your participation in the Partner Program.
3. CONFIDENTIALITY
3.1 Confidentiality Requirements. “Confidential Information” means, whether in written, verbal, graphic or electronic form, (A) any and all information furnished under or in performance under these Terms and Conditions that is marked with a restrictive notice or otherwise designated as proprietary, (B) that You know or should know is being disclosed on a confidential basis, (C) discussions of potential features, product changes, the existence of any business discussions, negotiations, or agreements in progress between You and TP-Link, (D) Feedback, and opinions stemming from the Feedback, and (E) any Program tools, Program Benefits and any other Program materials that are not publicly documented when You are given access to them. For clarity, Confidential Information includes (regardless of marking or designation), but is not limited to, the Terms and Conditions, trade secrets, and price and discount information. You agree to hold Confidential Information in strict confidence and not disclose it to any other party. Except as expressly allowed in these Terms and Conditions, You may not modify, create other works from, reverse engineer or disassemble any software programs provided or disclosed as Confidential Information without TP-Link’s prior written consent. You agree to treat Confidential Information with the same degree of care as You treat Your own confidential, non-public materials but in no event with less than reasonable care. You will stop use of and return or destroy all tangible Confidential Information promptly upon request, together with any copies, except as otherwise required by law. You may only disclose the Confidential Information to its employees or third-party contractors with a need to know the information for the implementation of the Program and who are subject to written terms of confidentiality no less restrictive than those contained herein.
3.2 Exceptions. You may disclose Confidential Information (A) as approved in a writing signed by TP-Link or (B) as necessary to respond to a valid order by a court or other governmental body, as required by law, or as necessary to establish the rights of either party, provided that You promptly notify TP-Link upon receipt of the disclosure order and requests confidential treatment of any affected Confidential Information. If there is any inconsistency between this section and any existing obligations of non-disclosure or confidentiality You already have to TP-Link, those existing obligations take precedence.
3.3 Feedback. You may provide ideas, bug or crash reports, suggestions, proposals and other information or materials provided by You to TP-Link relating to Your access to and use of and evaluation of the Program, along with all associated intellectual property rights (“Feedback”) to TP-Link. You hereby agree that TP-Link shall own all Feedback, and You hereby assign to TP-Link all of Your right, title and interest thereto. You represent and warrant that You have all rights necessary to provide the Feedback to TP-Link. TP-Link has no obligation to incorporate, use, or otherwise acknowledge any Feedback that You provide. You agree to cooperate fully with TP-Link with respect to signing further documents and doing such other acts as are reasonably requested by TP-Link to confirm that TP-Link owns the Feedback and to enable TP-Link to register and/or protect any associated intellectual property rights.
4. TERM, MODIFICATIONS, AND TERMINATION
4.1 Term. These Terms and Conditions will be effective from the date You access the Program and will continue unless terminated as set forth herein.
4.2 Modifications. These Terms and Conditions may not be modified by You except through a written agreement executed by authorized representatives of both parties. Notwithstanding the foregoing, TP-Link may, at its sole discretion, modify or cancel the Program and/or any Program Benefits and these Terms and Conditions at any time upon notice to the impacted parties. Any such modifications will be effective upon notification unless a different time is stated. Posting changes on the Program website and/or sending email notification will be deemed sufficient notice to You of such changes. It is Your responsibility to review these Terms and Conditions at least once a year or sooner if TP-Link notifies You of a change to the Terms and Conditions. You agree that Your continuing participation in, or access to, the Program after any changes or modifications constitutes Your acceptance of the Terms and Conditions as modified.
4.3 Termination and Changes of Membership. TP-Link may terminate Your membership in the Program at any time and for any reason by providing You notice of termination. TP-Link may determine, at its discretion, whether there has been a breach of these Terms and Conditions through Your participation in the Program. When a breach of these Terms and Conditions has occurred, TP-Link may take such action as TP-Link deems appropriate, including, without limitation, immediately terminating or suspending Your membership in the Program, denying access to the Program Portal, or changing Your membership level upon notice to You at any time and for any reason. Upon termination, You must immediately (A) stop using, the Program and the Marks; (B) stop accessing the Program Portal; (C) stop advertising in connection with the Program; and (D) stop use of and return or destroy all Confidential Information in Your possession. All clauses which by their nature should survive the termination of these Terms and Conditions will survive such termination. Conduct that may constitute cause for an immediate change or termination includes without limitation:
4.3.1 Submitting incorrect or falsified information in Your application for membership, including responses to Program profile questions;
4.3.2 Obtaining or attempting to obtain benefits or services through deceptive, fraudulent or other illegal means;
4.3.3 Engaging in the creation, sale or offer for sale, of any remarked, counterfeit, altered, tampered or repackaged TP-Link products or submitting any such product for replacement by TP-Link.
4.3.4 Maintaining or applying for multiple or duplicate membership accounts
5. OTHER TERMS, CONDITIONS, AND NOTICES
5.1 No License. Except as expressly set forth in these Terms and Conditions, no license or ownership of any kind to any intellectual property is deemed granted, provided or transferred herein and each party retains all rights, title and interest in and to any intellectual property rights owned or held by them respectively, including without limitation, any patents, trademarks and copyrights. The Program (including the Program Portal and any related materials) are TP-Link’s intellectual property and are protected by law, including, without limitation, United States copyright, trademark, trade secret, and patent law, international treaty provisions and applicable laws of the country in which they are being used. TP-Link retains title and ownership of these items, the media on which they are recorded, and all subsequent copies, regardless of the form or media in or on which the original and other copies may exist. TP-Link reserves all rights not expressly granted in these Terms and Conditions. You agree to retain and reproduce in full any TP-Link copyright notices or other proprietary notices or disclaimers in all copies of the Program materials, or any portions thereof, reproduced by You for any reason and in any form.
5.2 No Endorsement; Third Party Materials. You acknowledge that TP-Link makes no claims on Your behalf as to the quality of products or services You offer. You will make no claims that TP-Link endorses Your products or services. To the extent that any information, material, or functionality in the Program is provided by third party content providers (“Third Party Materials”), TP-Link has no editorial control or responsibility over such Third Party Materials. Therefore, any opinions, statements, products, services or other Third Party Materials are those of the applicable third party. TP-Link does not represent or endorse the accuracy or reliability of any opinion, statement or other information provided by any third party or represent or warrant that Your use of any Third Party Materials will not infringe rights of third parties not owned by or affiliated with TP-Link.
5.3 Privacy and Data Usage. Any personal data which You may provide when You participate in this Program will be used by TP-Link in accordance with its Privacy Policy, and if applicable, its subcontractors or service providers, for the purposes of this Program. In addition, TP-Link may collect aggregate usage data in connection with the Program; such data is associated with Your TP-Link Partner ID and online partner account profile and allows TP-Link to maintain security, monitor performance, and improve quality and features. In addition, TP-Link may monitor and collect data, including, without limitation, personal information, for TP-Link’s research, product development, and product improvement purposes. If You do not wish to have Your usage tracked, Your only option is to discontinue participation in the Program.
5.4 Indemnification. You will indemnify TP-Link, its subsidiaries and affiliates, and its respective officers, agents, employees, partners, licensors and customers from any claim, demand, cost, expense, loss or damage, including, without limitation, reasonable attorneys’ fees, arising out of or related to (A) any breach of these Terms and Conditions by You (B) Your use or misuse of the Program Portal; (C) any alleged or actual violation of Your obligations of privacy to any third party; (D) any end user claim related to Your services or actions, including without limitation any co-branding; and (E) any claim related to Your agreement or relationship with an end user. You shall not, without TP-Link’s prior written consent, settle, compromise, or consent to the entry of any judgment or order that could impose any liability or obligation upon TP-Link. If TP-Link is threatened with suit or are sued by a third party, TP-Link may seek written assurances from You concerning Your promise to indemnify TP-Link, and any failure to provide such assurances will be considered to be a material breach of these Terms and Conditions. TP-Link has the right to control the defense of any claim, action, or matter subject to indemnification by You with counsel of its own choosing, and You will fully cooperate with TP-Link in the defense of any such claim, action, or matter.
5.5 Disclaimers. THE PROGRAM, PROGRAM PORTAL, PROGRAM BENEFITS AND PROGRAM MATERIALS, INCLUDING WITHOUT LIMITATION, ANY LICENSED ASSETS OR MATERIALS, INFORMATION, TEXT, GRAPHICS, LINK OR OTHER ITEMS CONTAINED ON THE WEBSITE ARE PROVIDED “AS-IS” and to the maximum extent permitted by law, WITH NO WARRANTY WHATSOEVER FROM TP-LINK AND ITS SUPPLIERS. TP-LINK DISCLAIMS ANY AND ALL WARRANTIES EXPRESSED, IMPLIED, OR OTHERWISE, WITH RESPECT TO THE PROGRAM, PROGRAM PORTAL, PROGRAM BENEFITS AND PROGRAM MATERIALS, INCLUDING ANY WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTY OF NONINFRINGEMENT. IN ADDITION, TP-LINK DOES NOT WARRANT THE CONTINUOUS OR UNINTERRUPTED ACCESS TO THE PROGRAM PORTAL OR MATERIALS OR THE OPERATION, FUNCTIONALITY, OR AVAILABILITY OF THE PROGRAM PORTAL OR MATERIALS, OR THAT THE PROGRAM PORTAL OR MATERIALS WILL BE VIRUS FREE, OR THAT ANY DEFECTS IN THE PROGRAM PORTAL OR MATERIALS WILL BE CORRECTED. TP-LINK specifically disclaimS all liability for any actions resulting from your use of AND PARTICIPATION IN the PROGRAM AND DOES NOT GUARANTEE ANY SALES OR REVENUE ASSOCIATED WITH YOUR PARTICIPATION IN THE PROGRAM OR USE OF PROGRAM BENEFITS.
5.6 Limitation of Liability. EXCEPT WHERE PROHIBITED BY LAW, IN NO EVENT WILL TP-LINK HAVE ANY LIABILITY TO YOU FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, LOST PROFITS, LOSS OF DATA, INTERRUPTION OF BUSINESS, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, WHETHER UNDER THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE ARISING FROM OR ASSOCIATED IN ANY WAY WITH THE PROGRAM, PROGRAM PORTAL, PROGRAM BENEFITS AND PROGRAM MATERIALS OR USE OF THE PROGRAM MATERIALS TO PURCHASE COMPONENTS, SOFTWARE AND/OR SERVICES FROM PARTICIPATING SELLERS ON OR THROUGH THE PROGRAM, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHERMORE, TP-LINK’S TOTAL CUMULATIVE LIABILITY TO YOU IN CONNECTION WITH THESE TERMS AND CONDITIONS IS LIMITED TO US $100. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, AND AS A CONSEQUENCE SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
6. Arbitration Agreement
6.1 Except for matters where injunctive or other form of equitable relief is sought in connection with Your use of Marks or other violation of TP-Link’s intellectual property rights or Section 3 (Confidentiality), to the fullest extent permitted by applicable law, if any dispute or claim should arise concerning the interpretation, performance or breach of the Agreement (a “Dispute”), such Dispute shall be determined by arbitration conducted in the County of Los Angeles, California and in accordance with the procedures provided for under the Commercial Arbitration Rules including the Expedited Procedures (together the “Rules”) of the American Arbitration Association (“AAA”) as in effect on the date that the party wishing to have the Dispute submitted to arbitration (the “Claimant”) gives written notice to the other party (the “Respondent”) specifying the particulars of the Dispute and requesting such arbitration (the “Arbitration Notice”). You and TP-Link agree that this Section 6 shall be valid, enforceable and irrevocable.
6.2 The arbitrator (“Arbitrator”) shall be selected in accordance with the Rules.
6.3 The Arbitrator shall conduct the arbitration proceedings in relation to the Dispute within ninety (90) calendar days of the filing by the Claimant of the Arbitration Notice on the Respondent and, within thirty (30) calendar days following the conclusion of such arbitration, the Arbitrator shall set forth the decision in writing (which decision shall enumerate in reasonable detail the basis therefor). If a party fails to appear at any duly noticed and initiated arbitration proceeding, an award may be entered against such party by the Arbitrator notwithstanding such party’s failure to appear. The Arbitrator shall have authority to grant injunctive relief, award specific performance, and other forms of equitable relief, and impose sanctions upon any party to any such arbitration. All fees and costs of any such arbitration shall be allocated among the parties thereto in such manner as the Arbitrator shall determine, acting reasonably and having regard to the relative successes of each of the parties to such arbitration. For avoidance of doubt, if one of the parties prevails entirely with respect to the matters brought before the Arbitrator, it is the intent of the Parties that the Arbitrator is directed by the prior sentence to apportion the costs of arbitration, including the reasonable attorneys’ fees of the prevailing party, solely to the non-prevailing party.
6.4 To the fullest extent permitted by applicable law:
6.4.1 Any controversy concerning whether a Dispute is an arbitrable matter or as to the interpretation or enforceability of this Section 6 shall be determined by the Arbitrator; and
6.4.2 Any decision or award rendered by the Arbitrator shall be final, conclusive and binding (clerical errors and omissions and fraud only excepted) and judgment may be entered on any such arbitration award by any court of competent jurisdiction which shall be deemed to include any court in the Federal and state system of the State of California.
6.5 The parties agree that all arbitration proceedings, as well as the fact of their occurrence, shall be kept confidential by the parties and may only be disclosed to their representatives and legal and other professional advisors or as required by applicable law and insofar as is necessary to prosecute or defend the arbitration, and to obtain, confirm, correct, vacate or enforce the decision or award. In the event of a breach of the preceding sentence, the Arbitrator shall be authorized to assess damages and each of the parties hereto consents to the expansion of the scope of arbitration for such purpose. The pendency of any arbitration under this Section 6 shall not relieve either party from the performance of its obligations under the Agreement. Nothing in this Section 6 shall preclude a party from instituting legal action in accordance with Section 6.1 seeking relief in the nature of a restraining order, an injunction, the enforcement of any encumbrances or the like in order to protect its rights pending the outcome of an arbitration hereunder and, if any party shall resort to legal action for such types of relief, such party shall not be deemed to have waived its rights to cause such matter or any other matter to be referred to arbitration pursuant to this Section 6.
7. GENERAL PROVISIONS
7.1 Partner and Agency Disclaimer. You acknowledge that the use of the word “Partner” is a commonly used term in the technology industry to designate a marketing relationship between otherwise unaffiliated companies and is used herein in accordance with this common usage. These Terms and Conditions, and the use of the word “Partner” herein, will not be deemed to nor is it intended to create a partnership, agency, distribution, joint venture or other similar arrangement between the parties, and the employees, agents, and representatives of one party will not be deemed to be employees, agents, or representatives of the other. Each party will be deemed to be an independent contractor and will have no authority to bind the other party.
7.2 Assignment. Your membership in the Program and any rights or benefits provided under the Program are not transferable or assignable whether in conjunction with a change in ownership, merger, acquisition, the sale or transfer of all, or substantially all or any part of Your business or assets or otherwise, either voluntarily, by operation of law, or otherwise, without the prior written consent of TP-Link, which TP-Link may give or withhold at its sole discretion. Any such purported assignment or transfer will be deemed a material breach of these Terms and Conditions and will be null and void. TP-Link may assign or delegate its rights and/or obligations, in part or in whole, under these Terms and Conditions to any of its affiliates or any third-party.
7.3 Waiver. TP-Link’s failure to enforce any of these Terms and Conditions will not constitute a waiver of such terms, nor affect their enforceability. A waiver with reference to a particular event shall not be construed as a continuing waiver of any right or remedy as to a subsequent event.
7.4 Compliance with Laws. You will comply, at Your own expense, with all statutes, regulations, rules, ordinances, and orders of any governmental body, department, or agency, applicable to the performance of Your obligations under the Program and these Terms and Conditions.
7.5 Enforcement. You consent and agree that TP-Link may monitor or audit Your use of the Program Portal. You agree to cooperate with any monitoring or audit, and You will not interfere with or otherwise attempt to block any monitoring or audit. TP-Link reserves the right to investigate and take appropriate action, including, without limitation, legal action, in our sole discretion, against anyone who violates these Terms and Conditions.
7.6 Remedies. Notwithstanding any other provisions of these Terms and Conditions, breach of these Terms and Conditions by You may cause TP-Link irreparable damage for which recovery of money damages will be inadequate, and, subject to Section 6, TP-Link will be entitled to seek timely injunctive relief to protect its rights under these Terms and Conditions in addition to seeking any and all remedies available at law.
7.7 Anti-Corruption. You represent and warrant that You will comply with all applicable anti-corruption laws including but not limited to the United States Foreign Corrupt Practices Act and local anti-corruption laws in Your jurisdiction. Without limiting the foregoing, You represent and warrant that You, and Your employees, agents, and representatives have not and will not, directly or indirectly, offer, pay, give promise, or authorize the payment of any money, gift or anything of value to: (i) any officer, employee or person acting in an official capacity for any government department, agency or instrumentality, including state-owned or -controlled companies, and public international organizations, as well as a political party or official thereof or candidate for political office (“Government Official”), or (ii) any person You know or have reason to know that all or a portion of such money, gift, or thing of value, will be offered, paid or given, directly or indirectly, to any Government Official, for the purpose of: (1) improperly influencing an act or decision of the Government Official in his or her official capacity; (2) improperly inducing the Government Official to do or to omit to do any act in violation of the lawful duty of such official; (3) securing an improper advantage; or (4) improperly inducing the Government Official to use his influence to affect or influence any act or decision of a government or instrumentality, in order to assist TP-Link or any of its affiliates in obtaining or retaining business. TP-Link will terminate this agreement immediately for cause if it reasonably believes that You have violated the FCPA or other similar laws and regulations in Your jurisdiction.
7.8 No Exclusivity. No benefits or services offered under the Program are conditioned on any exclusivity or market share commitment. Furthermore, nothing in these Terms and Conditions will prevent either party from entering into similar arrangements with third parties.
7.9 Tax. The determination and payment of any tax liability triggered by any financial incentive provided by TP-Link to You under the Program will be Your sole responsibility.
7.10 Severability. If any provision of these Terms and Conditions is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable, the parties agree for the court to sever and delete such provision from these Terms and Conditions. Any change or deletion of a provision of these Terms and Conditions will not affect the validity or enforceability of the remainder of these Terms and Conditions which will continue in full force and effect.
7.11 Non-reliance. Neither party has relied on any statements or representations made by the other in connection with these Terms and Conditions, which are not set out in these Terms and Conditions. Any contrary or conflicting term is hereby rejected.
7.12 Governing Law. 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.
7.13 Amendment. TP-Link may revise these Terms and Conditions at any time by amending this page. You are expected to check this page from time to time to take notice of any changes TP-Link has made, as they are binding on You. Some of the provisions contained in these Terms and Conditions may also be superseded by provisions or notices published elsewhere on the Program Portal.
7.14 Entire Agreement. These Terms and Conditions and the other terms expressly identified in these Terms and Conditions contain the entire understanding between You and TP-Link with respect to the Program and merge and supersede all prior and contemporaneous proposals, agreements, understandings, negotiations, representations, warranties, conditions, and communications, oral or written, between the parties relating to the same subject matter. Nothing in these Terms and Conditions shall affect the rights and obligations of either party under any other agreement existing between You and TP-Link so long as such agreement is in force.
7.15 Violations. If You become aware of a breach of any part of these Terms and Conditions, You shall take immediate action to remedy such violation, including notifying TP-Link of such violation at the address set forth below.
7.16 Contact. If You have any concerns about the Program or have questions, comments and requests regarding these Terms and Conditions, please contact: corp.br@tp-link.com.
Last Revised: September 2nd, 2024
Appendix A: TP-Link Partner Discount Demo Program Terms and Conditions
These Discount Demo Program additional terms and conditions (“Discount Demo Terms and Conditions”) form a part of and are governed by the Terms and Conditions. Capitalized terms not otherwise defined in these Discount Demo Terms and Conditions will have the meaning ascribed to them in the Terms and Conditions. In the event of a conflict between the Terms and Conditions and these Discount Demo Terms and Conditions regarding the subject matter of these Discount Demo Term and Conditions, these Discount Demo Terms and Conditions will supersede and govern to the extent of such conflict.
1. Rules of Eligibility.
1.1 Participants. You must be an active member of the Program and have an account on the Partner Portal to be eligible for the Discount Demo Program. You are not obligated to participate in Discount Demo Program to remain a member of the Program. TP-Link reserves the right to disqualify You from participation in the Program and invalidate Your access to the Discount Demo Program for abuse, fraud, or any violation of the Terms and Conditions. TP-Link may make such a determination in its sole discretion.
1.2 Products. TP-Link, in its sole discretion, designates specific TP-Link hardware and software products as eligible for the Discount Demo Program (“Select SKUs”). A complete list of Select SKUs is available for reference on Partner Portal, which can be modified by TP-Link from time to time.
2. Discount Rate
TP-Link provides discount to You as part of the Discount Demo Program, applicable for all three tiers of partner memberships. For the specific discount percentage, please login to the partner portal.
3. Demo Equipment Requirements
3.1 You may purchase one (1) unit of each Select SKU per TP-Link Partner ID. The Discount Demo Program does not apply to any products that exceed these quantitative restrictions, and any such application will be rejected.
3.2 Resale of demo units is strictly prohibited.
4. Applications and Fulfillment
4.1 Applications. You may place a discount demo purchase order on the Partner Portal’s “Demo Application” page.
4.2 Fulfillment. Demo equipment may be fulfilled via Authorized Suppliers or the TP-Link 2C Store.
4.2.1 Via Authorized Suppliers. You should designate an Authorized Supplier when You submit Your Discount Demo Program purchase order. Once You have successfully submitted an eligible Discount Demo Program purchase order, a Discount Demo Promo Code will be provided to You. You must contact the designated Authorized Supplier to place Your order and the purchased Discount Demo Program equipment will be delivered to You by the designated Authorized Supplier.
4.2.2 Via TP-Link 2C Store. You will use the TP-Link 2C Storeto complete Your Discount Demo Program purchase order. The Discount Demo Program equipment will be delivered to You by TP-Link.
5. Other terms, conditions, and notices
5.1 TP-Link reserves the right to audit or request additional information from members to ensure that members is complying with the terms and conditions of this Program.
5.2 TP-Link reserves the right to amend, modify, suspend, cancel or terminate the Discount Demo Program at any time without notice. The decisions of TP-Link are final and binding in all matters relating to the Discount Demo Program.
5.3 TP-Link reserves the right to terminate Your participation in the Discount Demo Program should You (i) breach these terms and conditions, (ii) breach the Terms and Conditions, (iii) failure to satisfy the eligibility requirements for the Discount Demo Program.
Appendix B: TP-Link Bonus Points Program Terms and Conditions
1. Eligibility.
1.1 You must be an active member of the Program and have an account on the Partner Portal to be eligible for Bonus Points. You are not obligated to participate in Bonus Points to remain a member of the Program. TP-Link reserves the right to disqualify You from participation in the Program and invalidate all Bonus Points for abuse, fraud, or any violation of the Terms and Conditions. TP-Link may make such a determination in its sole discretion. Distributors, DMRs or ISPs are not eligible for Bonus Points.
2. Points Earning.
2.1 Purchasing TP-Link Eligible Products from Authorized Suppliers.
2.1.1 In the event You purchase Eligible Products from Authorized Supplier, once the Authorized Supplier or You complete the necessary submission steps, Bonus Points will be issued to You according to Your Membership Qualifications, which may include the purchasing record reported by the Authorized Suppliers. If You return any Eligible Products, Bonus Points may be deducted accordingly.
2.1.2 TP-Link may use Buy-in Data as reported by Authorized Suppliers to calculate Bonus Points. For clarity, any products (including without limitation Eligible Products) that are purchased from sources other than an Authorized Supplier will not qualify for Bonus Points.
2.1.3 In case of any conflict or discrepancy between Special Promotions Event and this Agreement, Special Promotions Event shall prevail.
2.2 Completing tasks. Bonus Points will be issued to You after You complete the required tasks as further described on the Partner Portal, including without limitation: inviting companies, submitting case studies, and obtaining TP-Link certifications.
2.3 Participating in specific activities. In addition, You may be able to obtain Bonus Points by participating in promotions or activities launched by TP-Link from time to time, as determined by TP-Link in its sole discretion.
3. Point Values
3.1 TP-Link, in its sole discretion, determines the Bonus Point allocation amount for each eligible purchase, activity, or promotion. TP-Link may vary the amount of a point value or discontinue any Eligible Products, activity, or promotion at any time upon notice. TP-Link reserves the right to set a minimum threshold for Bonus Points payouts and/or a cap on Bonus Points earnings. TP-Link’s decision on whether a purchase or other activity qualifies for Bonus Points earnings will be final.
3.2 TP-Link may also award Bonus Points for special promotions, offers, or campaigns. The terms for special promotions will be communicated to You by any method customarily used for communicating with Program members including, but not limited to, electronic mail and/or posting the promotional terms to the Program Portal.
3.3 You agree that the rules for obtaining Bonus Points and the effective period of the Bonus Points shall be subject to the specific rules of the tasks or activities. You agree to comply with the terms and conditions determined by TP-Link from time to time.
4. Points Spending
4.1 Bonus Points can only be redeemed by the admin account of an authenticated organization or company by TP-Link.
4.2 Bonus Points can be redeemed for TP-Link marketing materials through the SolutionX partner portal.
4.3 Certain redemption options may be subject to additional terms, conditions, and/or rules which will be communicated in the redemption description.
4.4 TP-Link reserves the right to modify or terminate redemption options at any time without prior notice and without incurring any liability.
4.5 Except as expressly authorized by TP-Link in writing, you may not apply Bonus Points against any outstanding charges or debts that You may have with an Authorized Supplier.
4.6 You are responsible for determining any tax liability arising from using Bonus Points. Consult a tax advisor concerning tax consequences.
5. Points Effective Term and Expiration Date
5.1 Bonus Points become redeemable once the Bonus Points are credited to Your account. Bonus Points earned from purchasing Eligible Products will be posted once TP-Link processes the Buy-in Data.
5.2 Bonus Points expire 24 calendar months after the date they become redeemable, unless a different period is communicated on the Partner Portal for a specific earning opportunity. You must remain active in the Program to retain Bonus Points that You accumulate.
5.3 If Your account is inactive for twenty-four (24) consecutive months, You will forfeit all accumulated Bonus Points. Once Bonus Points are forfeited, the Bonus Points cannot be reinstated, but You can earn new Bonus Points, unless Your account has been deactivated.
6. Confirmation of Your Points
6.1 Subject to these Terms and Conditions, for each qualifying purchase You make, TP-Link will grant Bonus Points in accordance with the stated amount for the purchased Eligible Product.
6.2 Bonus Points promotions may be subject to additional terms and conditions which will be communicated in the promotion description.
6.3 TP-Link will process Your Bonus Points earnings based on the Buy-in Data as reported by Authorized Suppliers or as otherwise set forth in the terms and conditions for the applicable promotion and will post them to Your account. You are responsible for regularly reviewing Your Bonus Points balance to ensure accuracy. You will be able to view Bonus Point balance via the Bonus Points Pages on the Partner Portal, which detail current Bonus Points balance and transactions for Your account. The Bonus Points statement will record credit and debit transactions for Your account. If there is any discrepancy with Your Bonus Point balance, please contact TP-Link by email partnersupport.usa@tp-link.com. At any time and in TP-Link’s sole discretion (including, without limitation, where You were not eligible to earn a specific benefit pursuant to the Terms and Conditions), TP-Link may correct the Bonus Points credited to Your account.
6.4 Except as otherwise set forth in the applicable promotion terms and conditions, the relevant date used for establishing the Bonus Points earned for a purchase is the invoice date for the purchase.
7. Default behaviors
Without limiting the Terms and Conditions, in cases of unlawful or fraudulent activity, breach of the Terms and Conditions, or other agreements or rules, etc. or any other cases indicating inappropriate use of the Bonus Points (including but not limited to cheating, maliciously brushing points, disrupting/destroying the Partner Portal or related systems, maliciously exploiting system or rule loopholes), TP-Link may cancel, suspend or invalidate Your Bonus Points or restrict Your using of Bonus Points (including but not limited to disabling the Bonus Point functionality and disabling Your account, etc.). All or part of the Bonus Points in the Your account may be deducted by TP-Link at any time. For Bonus Points that have been redeemed, TP-Link may require You to return or pay for the redeemed benefits.
8. Terminations
TP-Link may terminate the Bonus Points benefit at any time upon notice. In such case, Bonus Points earnings will cease from the date of termination and Bonus Points already earned will expire as indicated in the notice provided by TP-Link. No Bonus Points will be honored after the conclusion of the notice period. You have the right to opt out of the Bonus Points benefit at any time upon notice to TP-Link.