Terms & Conditions
TP-LINK SOLUTIONX PARTNER PROGRAM TERMS AND CONDITIONS
NOTE: READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE PARTICIPATING IN THE PROGRAM . YOU MUST RESOLVE DISPUTES THROUGH ARBITRATION. BY PARTICIPATING IN THE PROGRAM, YOU ARE INDICING THAT YOU ACCEPT THESE TERMS AND CONDITIONS AND YOU AGREE TO BE BOUND BY AND COMPLY WITH THEM. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MAY NOT PARTICIPATE IN THE PROGRAM.
BY CLICKING THE “I ACCEPT” BUTTON BELOW AND BY ACCESSING OR USING THE PARTNER PORTAL, PARTNER STORE OR PROGRAM BENEFITS IN ANY WAY, YOU ARE INDICATING THAT YOU HAVE READ AND AGREE TO 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 agreement（”Agreement”）between CÔNG TY TNHH TP-LINK TECHNOLOGIES VIỆT NAM (“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, (B) the Partner Shop (subject to Your registration and compliance with the terms currently available at https://partnershop.tp-link.com/register), and (C) 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. CONFIDENTIALITY
1.1 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.
1.2 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.
1.3 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.
2. TERM, MODIFICATIONS, AND TERMINATION
2.1 Term. These Terms and Conditions will be effective from the date You access the Program and will continue unless terminated as set forth herein.
2.2 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.
2.3 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:
2.3.1 Submitting incorrect or falsified information in Your application for membership, including responses to Program profile questions;
2.3.2 Obtaining or attempting to obtain benefits or services through deceptive, fraudulent or other illegal means;
2.3.3 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.
2.3.4 Maintaining or applying for multiple or duplicate membership accounts
3. OTHER TERMS, CONDITIONS, AND NOTICES
3.1 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.
3.2 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.
3.3 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.
3.4 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.
3.5 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.
3.6 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.
4. ARBITRATION AGREEMENT
4.1 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 1 (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 4 shall be valid, enforceable and irrevocable.
4.2 The arbitrator (“Arbitrator”) shall be selected in accordance with the Rules.
4.3 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.
4.4 To the fullest extent permitted by applicable law:
4.4.1 Any controversy concerning whether a Dispute is an arbitrable matter or as to the interpretation or enforceability of this Section 4 shall be determined by the Arbitrator; and
4.4.2 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.
4.5 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 4 shall not relieve either party from the performance of its obligations under the Agreement. Nothing in this Section 4 shall preclude a party from instituting legal action in accordance with Section 4.1 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 4.
5. GENERAL PROVISIONS
5.1 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.
5.2 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.
5.3 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.
5.4 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.
5.5 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.
5.6 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 4, 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.
5.7 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.
5.8 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.
5.9 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.
5.10 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.
5.11 No Reliance. Neither party shall rely on any statement or representation made by the other party in connection with these Terms and Conditions, which is not set out in these Terms and Conditions. Any contrary or conflicting provisions are hereby disclaimed.
5.12 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 law.
5.13 Modifications . TP-Link may modify these Terms and Conditions at any time by amending this page. You are required 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 terms contained in these Terms and Conditions may also be superseded by terms or notices published elsewhere on the Program Portal.
5.14 Entire Agreement. These Terms and Conditions and the other terms expressly set forth in these Terms and Conditions contain the entire understanding between You and TP-Link relating to the Program and incorporate and supersede all prior and contemporaneous proposals, agreements, understandings, negotiations, representations, warranties, conditions and communications, whether 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 any party under any other agreement existing between You and TP-Link for so long as such agreement is in full force and effect.
5.15 Violation . If You discover that any part of these Terms and Conditions has been breached, You must take immediate action to remedy such breach, including notifying TP-Link of such breach at the address set out below.
5.16 Contact . If You have any questions about the Program or have questions, comments and requests related to these Terms and Conditions, please contact: partner.vn @tp-link.com.
Last modified: March 28, 2024