{"id":1136,"date":"2022-09-27T11:34:34","date_gmt":"2022-09-27T15:34:34","guid":{"rendered":"https:\/\/www.tdsynnex.com\/na\/us\/?page_id=1136"},"modified":"2022-09-28T14:19:59","modified_gmt":"2022-09-28T18:19:59","slug":"terms-conditions","status":"publish","type":"page","link":"https:\/\/www.tdsynnex.com\/na\/us\/terms-conditions\/","title":{"rendered":"Terms Conditions"},"content":{"rendered":"<div class=\"vce-row-container\"><div class=\"vce-row vce-element--has-background vce-row--col-gap-30 vce-row-equal-height vce-row-content--top\" data-vce-full-width=\"true\" id=\"el-b050951a\" data-vce-do-apply=\"all el-b050951a\"><div class=\"vce-content-background-container\"><div class=\"vce-asset-background-simple-container vce-visible-all-only vce-asset-background-simple--style-cover vce-asset-background-simple--position-center-bottom\"><div class=\"vce-asset-background-simple\">\n              <div class=\"vce-asset-background-simple-item vcv-lozad\" data-background-image=\"https:\/\/www.tdsynnex.com\/na\/us\/wp-content\/uploads\/sites\/2\/2022\/09\/terms-conditions-bg.jpg\"><\/div>\n              <noscript>\n                <div class=\"vce-asset-background-simple-item\" style=\"background-image: url(https:\/\/www.tdsynnex.com\/na\/us\/wp-content\/uploads\/sites\/2\/2022\/09\/terms-conditions-bg.jpg)\"><\/div>\n              <\/noscript>\n            <\/div><\/div><\/div><div class=\"vce-row-content\" data-vce-element-content=\"true\"><div class=\"vce-col vce-col--md-auto vce-col--xs-1 vce-col--xs-last vce-col--xs-first vce-col--sm-last vce-col--sm-first vce-col--md-last vce-col--lg-last vce-col--xl-last vce-col--md-first vce-col--lg-first vce-col--xl-first\" id=\"el-cc76874d\"><div class=\"vce-col-inner\" data-vce-do-apply=\"border margin background  el-cc76874d\"><div class=\"vce-content-background-container\"><\/div><div class=\"vce-col-content\" data-vce-element-content=\"true\" data-vce-do-apply=\"padding el-cc76874d\"><div class=\"vce-text-block\"><div class=\"vce-text-block-wrapper vce\" id=\"el-864369a5\" data-vce-do-apply=\"all el-864369a5\"><h1 style=\"color:#fff;\">Terms &amp; Conditions<\/h1><\/div><\/div><\/div><\/div><\/div><\/div><\/div><\/div><div class=\"vce-row-container\" data-vce-boxed-width=\"true\"><div class=\"vce-row vce-row--col-gap-30 vce-row-equal-height vce-row-content--top\" id=\"el-d32f0c65\" data-vce-do-apply=\"all el-d32f0c65\"><div class=\"vce-content-background-container\"><\/div><div class=\"vce-row-content\" data-vce-element-content=\"true\"><div class=\"vce-col vce-col--md-auto vce-col--xs-1 vce-col--xs-last vce-col--xs-first vce-col--sm-last vce-col--sm-first vce-col--md-last vce-col--lg-last vce-col--xl-last vce-col--md-first vce-col--lg-first vce-col--xl-first\" id=\"el-15d0eb43\"><div class=\"vce-col-inner\" data-vce-do-apply=\"border margin background  el-15d0eb43\"><div class=\"vce-col-content\" data-vce-element-content=\"true\" data-vce-do-apply=\"padding el-15d0eb43\"><div class=\"vce-tabs-with-slide\" id=\"el-7fa3ddd1\" data-vce-do-apply=\"all el-7fa3ddd1\" data-active-tab=\"1\" style=\"--alignment: center; --slideColor: rgb(52, 165, 137);\"><div class=\"vce-tabs-with-slide-inner\"><div class=\"vce-tabs-with-slide-container\"><div class=\"vce-tabs-with-slide-list\" role=\"tablist\" aria-label=\"Tabs with slide\"><span class=\"vce-tabs-with-slide-slider\"><\/span><div class=\"vce-tabs-with-slide-tab\" data-vce-target-model-id=\"728aab8a\" data-vce-tab=\"true\"><a class=\"vce-tabs-with-slide-tab-title\" data-vce-use-cache=\"false\" data-vce-tabs=\"true\" data-vce-target=\"[data-model-id=728aab8a]\" data-vce-container=\".vce-tabs-with-slide-inner\" href=\"#el-728aab8a\" role=\"tab\" aria-selected=\"true\" aria-controls=\"el-728aab8a\" id=\"tab-728aab8a\">TD SYNNEX Corporation Terms &amp; Conditions<\/a><\/div><div class=\"vce-tabs-with-slide-tab\" data-vce-target-model-id=\"2db11407\" data-vce-tab=\"true\"><a class=\"vce-tabs-with-slide-tab-title\" data-vce-use-cache=\"false\" data-vce-tabs=\"true\" data-vce-target=\"[data-model-id=2db11407]\" data-vce-container=\".vce-tabs-with-slide-inner\" href=\"#el-2db11407\" role=\"tab\" aria-selected=\"false\" aria-controls=\"el-2db11407\" id=\"tab-2db11407\">Terms &amp; Conditions of Sale<\/a><\/div><\/div><\/div><div class=\"vce-tabs-with-slide-panels-container\"><div class=\"vce-tabs-with-slide-panels\"><div class=\"vce-tabs-with-slide-panel\" id=\"el-728aab8a\" data-model-id=\"728aab8a\" data-vce-content=\".vce-tabs-with-slide-panel-body\"><div class=\"vce-tabs-with-slide-tab-inner\"><div class=\"vce-tabs-with-slide-panel-heading\"><a class=\"vce-tabs-with-slide-panel-title\" href=\"#el-728aab8a\" data-vce-target=\"[data-model-id=728aab8a]\" data-vce-use-cache=\"false\" data-vce-accordion=\"\" data-vce-container=\".vce-tabs-with-slide-inner\" role=\"tab\" aria-selected=\"true\" aria-controls=\"el-728aab8a\" id=\"accordion-728aab8a\"><span>TD SYNNEX Corporation Terms &amp; Conditions<\/span><\/a><\/div><div class=\"vce-tabs-with-slide-panel-body\" role=\"tabpanel\" aria-labelledby=\"tab-728aab8a accordion-728aab8a\" data-vce-do-apply=\"all el-728aab8a\"><div class=\"vce-tabs-with-slide-element-container\" data-js-panel-body=\"\"><div class=\"vce-raw-html\"><div class=\"vce-raw-html-wrapper\" id=\"el-a7869d92\" data-vce-do-apply=\"all el-a7869d92\"><div style=\"font-size:1rem;\">\n<h4 style=\"text-align:center;\">TD SYNNEX Corporation Terms &amp; Conditions<\/h4>\n      <p>By accessing any web sites of TD SYNNEX Corporation or its   subsidiaries (collectively \u201cTD SYNNEX Corporation\u201d or \u201cSeller\u201d) or   otherwise indicating acceptance as set forth below, you are agreeing to   the following terms and conditions (as modified from time to time), and   each time that you access TD SYNNEX Corporation you reassert your   agreement. If you do not agree with these terms and conditions, then you   may not access or use TDSYNNEX.com or any other TD SYNNEX Corporation   web site. Certain TD SYNNEX Vendors require TD SYNNEX to pass-through   terms for the Product to resellers and end users. By purchasing the   Product from TD SYNNEX, Buyer agrees to these Vendor pass-through terms,   which are located <a href=\"https:\/\/www.synnexcorp.com\/vendor-pass-through-terms\/\" target=\"_blank\" rel=\"noopener\">here<\/a>.<\/p>\n      <p><strong>1. Password <\/strong><br>\n        In order to access certain TD SYNNEX Corporation e-commerce websites,   you must present a valid password and user ID. Your password is your   sole responsibility, and you must take all necessary actions to   safeguard the security of your password and its use in accessing TD   SYNNEX Corporation and ordering product via TD SYNNEX Corporation. You   agree not to challenge the validity or enforceability of any order made   via TD SYNNEX Corporation with your password. You must not disclose your   password to any person who is not authorized to use the password on   your behalf. You will be solely responsible for all unauthorized use of   your password by your employees or third parties, except where caused   solely and directly by TD SYNNEX Corporation\u2019s negligence. TD SYNNEX   Corporation highly recommends that you change your password   periodically, and that you change your password immediately when you   have reason to believe that your password security has been compromised.<\/p>\n      <p><strong>2. Terms and Conditions of Sale <\/strong><br>\n        All sales of products and finished goods offered and supplied by Seller   to its customer (\u201cBuyer\u201d) for resale shall be pursuant to the following   standard terms and conditions. Products may include, but are not limited   to hardware products, software (including all open source licensed or   distributed by TD SYNNEX Corporation, or incorporated into any   software), and services (collectively \u201cProducts\u201d). Any conflicting terms   in your purchase order or elsewhere are without effect unless signed by   the applicable party(ies). All Buyer purchases from TD SYNNEX   Corporation are deemed to be purchases pursuant to a written agreement.<\/p>\n      <div>\n        <p><strong>a.<\/strong> ACCEPTANCE: Buyer\u2019s acceptance of these Terms and   Conditions shall be indicated by any of the following, whichever first   occurs: (a) Buyer\u2019s written acknowledgement hereof, (b) Buyer\u2019s   submission of an order to TD SYNNEX Corporation, regardless of whether   the Product(s) ordered is ever delivered or if the purchase order is   completely or partially fulfilled, rejected, modified or cancelled; (c)   Buyer\u2019s receipt of any part of the items specified for delivery in any   purchase order submitted to TD SYNNEX Corporation (c) Buyer\u2019s   application for credit submitted to TD SYNNEX Corporation, (d) accessing   any TD SYNNEX Corporation e-commerce web site, or (e) any other act or   expression of acceptance by Buyer. Buyer\u2019s acceptance is expressly   limited to the Terms and Conditions in their entirety without addition,   modification or exception and any term, condition, or proposal hereafter   submitted by Buyer (whether oral or in writing), which is inconsistent   with or in addition to the Terms and Conditions set forth hereon is   objected to and is hereby rejected by Seller. Seller\u2019s silence or   failure to respond to any such subsequent term, condition or proposal   shall not be deemed to be Seller\u2019s acceptance or approval thereof.<\/p>\n        <p><strong>b.<\/strong> ORDERS: TD SYNNEX Corporation reserves the right   to schedule and reschedule any order, with notice to Buyer, at TD SYNNEX   Corporation\u2019s reasonable discretion, and to decline any order for any   reason, or no reason, in TD SYNNEX Corporation\u2019s sole discretion.<\/p>\n        <p><strong>c.<\/strong> DELIVERY: Delivery shall be made in accordance   with Seller\u2019s shipping policy in effect on the date of shipment. Product   title and risk of loss will transfer to Buyer upon TD SYNNEX   Corporation tendering the Product for delivery to the carrier (F.O.B.   Origin). If Buyer requests special shipping or handling, including   expedited shipment, third-party billing, or freight collect, Buyer shall   be responsible filing claims with the carrier and all freight and   handling costs. Buyer shall pay for any special routing, packing,   handling or insurance requested by Buyer and agreed to by TD SYNNEX   Corporation. Orders shipped under special routing instructions must be   separately agreed upon and may be subject to additional charges. TD   SYNNEX Corporation will not be subject to requirements of non-compliance   programs of Buyer, including charges for product delays,   missing\/inaccurate shipping documents, labeling or product markings.<\/p>\n        <p>Buyer shall promptly notify Seller, no later than 30 days from   invoice date, of any claimed shortages or rejection as to any delivery,   with the exception of deliveries that reveal external shipping damage,   which, in some instances, must be refused immediately upon delivery by   the carrier. Such notice shall be in writing and shall be reasonably   detailed stating the grounds for any such rejection. Failure to provide   any such notice within such time shall be deemed an acceptance in full   of any such delivery. Seller shall not be liable for any shipment delays   that affect Seller or any of Seller\u2019s suppliers, including but not   limited to delays caused by unavailability or shortages of Products from   Seller\u2019s suppliers, natural disasters, acts of war or terrorism, acts   or omissions of Buyer, fire, strike, riot, or governmental interference,   unavailability or shortage of materials, labor, fuel or power through   normal commercial channels at customary and reasonable rates, failure or   destruction of plant or equipment arising from any cause whatsoever, or   transportation failures.<\/p>\n        <p><strong>d.<\/strong> PRICES: Prices payable by Buyer for the Products   are specified on the invoice. Seller does not offer price protection.   Buyer shall bear all applicable federal, provincial, municipal and other   government taxes (such as sales, use and similar taxes), as well as   import or customs duties, license fees and similar charges, however   designated, levied on this sale or the Products (or the delivery   thereof) or measured by the purchase price hereunder. Seller\u2019s prices do   not include such taxes, fees and charges. Exemption certificates must   be presented prior to shipment if they are to be honored. To the extent   any sale is made without the prior receipt of a valid exemption   certificate, Seller expressly reserves the right to include on the   invoice for such sale, or to separately invoice Buyer for all applicable   taxes, fees and charges and Buyer agrees that these amounts shall be   immediately due and payable.<\/p>\n        <p><strong>e.<\/strong> PAYMENT TERMS: Buyer shall provide all financial   information reasonably requested by TD SYNNEX Corporation from time to   time for the purpose of establishing or continuing Buyer\u2019s credit limit.   Buyer agrees that TD SYNNEX Corporation shall have the right to decline   or extend credit to Buyer and to require that the applicable purchase   price be paid prior to shipment. TD SYNNEX Corporation shall have the   right from time to time, without notice, to change or revoke Buyer\u2019s   credit limit on the basis of changes in TD SYNNEX Corporation\u2019s credit   policies or Buyer\u2019s financial condition and\/or payment record.<\/p>\n        <p>Buyer shall not deduct any amounts from any TD SYNNEX Corporation   invoice without TD SYNNEX Corporation\u2019s express written approval, which   approval shall be contingent upon Buyer providing all supporting   documentation for such deduction as required by TD SYNNEX Corporation.   Any authorized deductions for returned Products must include Buyer\u2019s   customer tracking number and TD SYNNEX Corporation\u2019s Return Merchandise   Authorization (\u201cRMA\u201d) number. Deductions received by TD SYNNEX   Corporation without advance notice will be denied. No Program fees may   be deducted from invoices.<\/p>\n        <p>If Buyer fails to make timely payment of any amount invoiced by TD   SYNNEX Corporation, TD SYNNEX Corporation shall have the right, in   addition to any and all other rights and remedies available to TD SYNNEX   Corporation at law or in equity, to immediately revoke any or all   credit extended, to delay or cancel future deliveries and\/or to reduce   or cancel any or all quantity discounts extended to Buyer. Buyer shall   pay all costs of collection including reasonable attorneys\u2019 fees. A   service charge of the lesser or one and one-half percent (1 \u00bd%) per   month or the maximum amount allowed by law will be charged on all past   due balances commencing on the date payment is due.<\/p>\n        <p><strong>f.<\/strong> PRODUCT RETURNS: Return of Products purchased   from TD SYNNEX Corporation shall be governed by Seller\u2019s product return   policies in effect on the date of return. Seller reserves the right to   modify or eliminate such policies at any time. Although Seller\u2019s   policies may permit Buyer to return Products claimed to be defective   under certain circumstances, Seller makes no representations or   warranties of any kind with respect to the Products.<\/p>\n        <p><strong>g.<\/strong> POST AUDIT CLAIMS: TD SYNNEX Corporation requires   complete supporting documentation in advance for post audit deductions   by Buyer. In the event that required documentation is missing, it must   be provided allowing thirty (30) days from receipt date for   investigation and response. Post audit claims must be submitted within   six (6) months of the date of occurrence. Any claims outside this six   (6) month period will be declined.<\/p>\n        <p><strong>h.<\/strong> RESALE ONLY\/EXPORT: All Products delivered to   Buyer hereunder are for resale only and shall not be used for the   internal business purposes of Buyer, or any parent company, subsidiary,   or affiliate of Buyer. All Products delivered to Buyer hereunder, if   sold in the United States, are intended for use in the United States   only. Shipment of the Products outside the United States may require a   valid export license and the approval of the manufacturers of such   Products.<\/p>\n        <p><strong>i. <\/strong>WARRANTIES; INDEMNITY: Buyer acknowledges that TD   SYNNEX Corporation is not the manufacturer of the Products that will be   sold to it, and that TD SYNNEX Corporation therefore will have no   responsibility for, among other things, product warranties. Product   warranties, if any, are provided by the manufacturer or publisher of the   Products. TD SYNNEX Corporation\u2019s sole obligation (and Buyer\u2019s sole   remedy) in the event of breach of any warranty shall be to assist the   Buyer in its efforts to have the manufacturer repair or replace   defective Product(s).<\/p>\n        <p>THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES WHETHER STATUTORY,   EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF   MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE AND NON-INFRINGEMENT AND   FOR ALL OTHER OBLIGATIONS OR LIABILITIES ON TD SYNNEX CORPORATION\u2019S   PART.<\/p>\n        <p>TD SYNNEX CORPORATION NEITHER ASSUMES, NOR AUTHORIZES ANY OTHER   PERSON TO ASSUME FOR TD SYNNEX CORPORATION, ANY OTHER LIABILITY IN   CONNECTION WITH THE SALE OF PRODUCTS TO BUYER. THIS WARRANTY SHALL NOT   APPLY TO ANY UNITS OF PRODUCTS WHICH SHALL HAVE BEEN REPAIRED OR ALTERED   OTHER THAN BY TD SYNNEX CORPORATION OR WHICH SHALL HAVE BEEN SUBJECT TO   MISUSE, NEGLIGENCE, OR ACCIDENT. TD SYNNEX CORPORATION SHALL NOT BE   LIABLE FOR PERSONAL INJURY RESULTING DIRECTLY OR INDIRECTLY FROM THE   DESIGN, MATERIAL, OPERATION OR INSTALLATION OF ANY UNITS OF PRODUCTS.<\/p>\n        <p>Buyer further acknowledges that TD SYNNEX Corporation will have no   responsibility for any claims for infringement of intellectual property   rights pertaining to distribution, sale or use of the Products. TD   SYNNEX CORPORATION SHALL HAVE NO DUTY TO DEFEND, INDEMNIFY OR HOLD   HARMLESS BUYER FROM AND AGAINST ANY OR ALL DAMAGES AND COSTS INCURRED BY   BUYER ARISING FROM THE INFRINGEMENT OF PATENTS OR TRADEMARKS OR THE   VIOLATION OF COPYRIGHTS.<\/p>\n        <p><strong>j.<\/strong> LIMITATION OF LIABILITY: TD SYNNEX CORPORATION   SHALL NOT BE LIABLE TO BUYER, BUYER\u2019S CUSTOMERS, OR ANY OTHER PARTY FOR   ANY LOSS, DAMAGE, OR INJURY THAT RESULTS FROM THE USE OR APPLICATION BY   BUYER, BUYER\u2019S CUSTOMER, OR ANY OTHER PARTY, OF PRODUCTS DELIVERED TO   BUYER, UNLESS THE LOSS OR DAMAGE RESULTS DIRECTLY FROM THE INTENTIONALLY   TORTIOUS OR FRAUDULENT ACTS OR OMISSIONS OF TD SYNNEX CORPORATION. IN   NO EVENT SHALL TD SYNNEX CORPORATION BE LIABLE TO BUYER OR ANY OTHER   PARTY FOR LOSS, DAMAGE, OR INJURY OF ANY KIND OR NATURE ARISING OUT OF   OR IN CONNECTION WITH THESE TERMS AND CONDITIONS, OR ANY AGREEMENT INTO   WHICH THEY ARE INCORPORATED, OR ANY PERFORMANCE OR NONPERFORMANCE UNDER   THESE TERMS AND CONDITIONS BY TD SYNNEX CORPORATION, ITS EMPLOYEES,   AGENTS OR SUBCONTRACTORS, IN EXCESS OF THE NET PURCHASE PRICE OF THE   PRODUCTS OR SERVICES ACTUALLY DELIVERED TO AND PAID FOR BY BUYER   HEREUNDER. IN NO EVENT SHALL TD SYNNEX CORPORATION BE LIABLE TO BUYER OR   ANY OTHER PARTY FOR INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES,   INCLUDING, BUT NOT LIMITED TO LOSS OF GOOD WILL, LOSS OF ANTICIPATED   PROFITS, OR OTHER ECONOMIC LOSS ARISING OUT OF OR IN CONNECTION WITH TD   TD SYNNEX CORPORATION\u2019S BREACH OF, OR FAILURE TO PERFORM IN ACCORDANCE   WITH ANY OF THESE TERMS AND CONDITIONS, OR THE FURNISHING, INSTALLATION,   SERVICING, USE OF PERFORMANCE OF ANY PRODUCTS OR INFORMATION TD SYNNEX   CORPORATION SHALL PROVIDE HEREUNDER, EVEN IF NOTIFICATION HAS BEEN GIVEN   AS TO THE POSSIBILITY OF SUCH DAMAGES.<\/p>\n        <p><strong>k.<\/strong> Vendor Restrictions: Some Product purchases and   sales are limited to a specified territory, usage restrictions, or other   Vendor specific authorizations. Buyer agrees to comply with any sales   or usage restrictions imposed by the Vendor . Buyer shall comply with   any applicable third party rights pertaining to the Products, including   software or other intellectual property, such as patents, copyrights,   and user licenses.<\/p>\n        <p><strong>l.<\/strong> Software: For any software purchases, Buyer shall   not modify, reverse engineer, or disassemble any of the software in any   way, except as expressly permitted by the terms of the license   agreement for such software. All purchases or use of software are   subject to any end user license agreement which accompany the Product,   and Buyer acknowledges that these license agreements are provided by the   Vendor and not TD SYNNEX Corporation. Software bundled with hardware   must be used solely with the intended Product and shall not be   transferred for other use.<\/p>\n        <p><strong>m.<\/strong> Records and Audit: Buyer agrees to maintain   accurate records related the to these Terms and Conditions and to keep   records relating to purchases and sales made pursuant to these Terms and   Conditions for four (4) years from the date of the purchase. If   requested by TD SYNNEX Corporation or an applicable Vendor, Buyer agrees   to produce relevant records to TD SYNNEX Corporation for inspection and   audit purposes only.<\/p>\n        <p><strong>n.<\/strong> CONFIDENTIALITY: The receiving party shall   protect the confidentiality and secrecy of the disclosing party\u2019s   Confidential Information and shall prevent any improper disclosure or   use thereof by its employees, agents, contractors or consultants, in the   same manner and with the same degree of care (but in no event less than   a reasonable degree of care) as it uses in protecting its own   information of a confidential nature for a period of three (3) years   from the date of such disclosure. Each party must inform its employees   having access to the other\u2019s Confidential Information of restrictions   required to comply with this Section 2(k). Each party agrees to provide   notice to the other immediately after learning of or having reason to   suspect a breach of any of the restrictions of this Section 2(k).   Notwithstanding the foregoing, each party may disclose the other party\u2019s   Confidential Information if and to the extent that such disclosure is   required by applicable law, provided that the receiving party uses   reasonable efforts to limit the disclosure and provides the disclosing   party a reasonable opportunity to review the disclosure before it is   made and to interpose its own objection to the disclosure.<\/p>\n        <p>Each party retains for itself all proprietary rights it possesses in   and to all of its own Confidential Information. Accordingly,   Confidential Information which the disclosing party may furnish to the   receiving party shall be in the receiving party\u2019s possession pursuant   only to a restrictive, nontransferable, nonexclusive license under which   the receiving party may use such Confidential Information under the   terms of this Agreement, solely for the purposes of satisfying its   obligations hereunder. Each party understands that the party receiving   Confidential Information may now or in the future be developing   proprietary information internally, or receiving proprietary information   from third parties in confidence that may be similar to disclosed   Confidential Information. Nothing in this Agreement shall be construed   as a representation or inference that the receiving party will not   develop products, for itself or others, that compete with the products,   processes, systems or methods contemplated by disclosed Confidential   Information.<\/p>\n        <p>Each party acknowledges that any material violation of the rights and   obligations provided in this Section 2(k) may result in immediate and   irreparable injury to the other party, and hereby agrees that the   aggrieved party shall be entitled to immediate temporary, preliminary,   and permanent injunctive relief against any such continued violations   upon adequate proof, as required by applicable law. Notwithstanding   Section 2(m), each party hereby submits itself to the personal   jurisdiction of the courts of competent subject matter jurisdiction for   purposes of entry of such injunctive relief.<\/p>\n        <p><strong>o.<\/strong> ECExpress\/EDI\/ELECTRONIC COMMUNICATIONS   DISCLAIMER: Seller is not liable for any failure of the ECExpress   service, EDI service, or any other form of electronic communication   (collectively, \u201cElectronic Communication\u201d) to transmit, receive, store   or handle documents or perform related activities. TD SYNNEX Corporation   does not represent or warrant that the information accessible via the   TD SYNNEX Corporation web site is accurate, complete or current. Price   and availability information is subject to change without notice.<\/p>\n        <p>Buyers must properly use security procedures, which are reasonably   sufficient to ensure that all electronic transmissions of documents to   Seller are authorized and shall be responsible for any such unauthorized   transmissions. Buyer\u2019s ECExpress identification code is Buyer\u2019s   signature and use of the code is sufficient to verify that Buyer   originated an order, when purchasing via ECExpress.<\/p>\n        <p>Any order properly transmitted in accordance with these terms and   conditions is considered to be \u201cin writing\u201d; and any order containing a   code is deemed (a) to have been \u201csigned\u201d and (b) to constitute an   \u201coriginal\u201d when printed from electronic files or records established and   maintained in the normal course of business. Buyer and Seller agree not   to contest the validity or enforceability of orders as to whether   certain agreements are to be in writing or signed.<\/p>\n        <p><strong>p.<\/strong> <a href=\"https:\/\/www.synnexcorp.com\/terms-credit-data\/\" target=\"_blank\" rel=\"noopener\">CREDIT CARD TOKENIZATION<\/a><\/p>\n        <p>q. Independent Contractor: TD SYNNEX Corporation and Buyer are and   shall be independent contractors to one another, and nothing herein   shall be deemed to cause this Agreement to create an agency,   partnership, or joint venture between the parties.<\/p>\n        <p><strong>r.<\/strong> Force Majeure: Neither party shall be liable to   the other for any delay in performance or failure to perform, in whole   or in part, due to labor dispute, strike, war or act of war (whether an   actual declaration is made or not), insurrection, riot, civil commotion,   act of public enemy, accident, fire, flood, earthquake, pandemic or   other act of God, act of any governmental authority, judicial action,   computer virus or worm, or similar causes beyond the reasonable control   of such party. If any event of force majeure occurs, the party affected   by such event shall promptly notify the other party of such event and   take all reasonable actions to avoid the effect of such event. This   subsection shall not apply to a party\u2019s payment obligations.<\/p>\n        <p><strong>s.<\/strong> Notice: All written notices required by this   Agreement must be delivered in person or by means evidenced by a   delivery receipt and will be effective upon receipt.<\/p>\n      <\/div>\n      <p><strong>3. Disclaimer <\/strong><br>\n        USE OF TD SYNNEX CORPORATION\u2019S E-COMMERCE WEB SITE IS ON AN \u201cAS IS\u201d   BASIS AND TD SYNNEX CORPORATION MAKES NO REPRESENTATIONS OR WARRANTIES   OF ANY KIND WITH RESPECT TO THE WEB SITE OR RELATED PRODUCTS. TD SYNNEX   CORPORATION DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, INCLUDING   WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A   PARTICULAR PURPOSE. IN ADDITION, TD SYNNEX CORPORATION DOES NOT   REPRESENT OR WARRANT THAT THE INFORMATION ACCESSIBLE VIA THE TD SYNNEX   CORPORATION WEB SITE IS ACCURATE, COMPLETE OR CURRENT. PRICE AND   AVAILABILITY INFORMATION IS SUBJECT TO CHANGE WITHOUT NOTICE.<\/p>\n      <p><strong>4. Limitation on Use <\/strong><br>\n        Buyer hereby acknowledges that Products are not intended for use in life   support systems, critical care applications, human implantation,   commercial aviation, nuclear facilities or systems or any other   applications where product failure could lead to injury to persons or   loss of life or catastrophic property damage. TD SYNNEX Corporation   hereby disclaims any liability or responsibility for risk of loss,   expenses, cost, liability, litigation and\/or potential adverse verdict   or judgment in relation to any such use of the products.<\/p>\n      <p><strong>5. Limited License <\/strong><br>\n        The information and databases provided to you via certain TD SYNNEX   Corporation e-commerce web sites is licensed to you by TD SYNNEX   Corporation for your use only in the ordinary course of your business   for your review, selection and purchase of products from TD SYNNEX   Corporation. This license is non-exclusive, non-transferable, and may be   terminated by TD SYNNEX Corporation with or without cause at any time.<\/p>\n      <p><strong>6. Limitation of Liability <\/strong><br>\n        Except as specifically stated herein, neither TD SYNNEX Corporation nor   any of its directors, employees or other representatives will be liable   for damages arising out of or in connection with your use of any TD   SYNNEX Corporation web site. This is a comprehensive limitation of   liability that applies to all damages of any kind, including (without   limitation) compensatory, direct, indirect or consequential damages,   loss of data, income or profit, loss of or damage to property and claims   of third parties. Except as specifically stated herein, neither TD   SYNNEX Corporation nor any of its directors, employees or other   representatives will be liable for damages arising out of or in   connection with your use of any TD SYNNEX Corporation web site. This is a   comprehensive limitation of liability that applies to all damages of   any kind, including (without limitation) compensatory, direct, indirect   or consequential damages, loss of data, income or profit, loss of or   damage to property and claims of third parties.<\/p>\n      <p>IN NO EVENT SHALL TD SYNNEX CORPORATION BE LIABLE FOR ANY   CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, SPECIAL OR   OTHER DAMAGES WHATSOEVER RESULTING FROM OR RELATED TO BUYER\u2019S USE OF ANY   TD SYNNEX CORPORATION WEB SITE OR TD SYNNEX CORPORATION\u2019S PERFORMANCE   OR FAILURE TO PERFORM UNDER THIS AGREEMENT OR THE FURNISHING,   PERFORMANCE OR USE OF ANY PRODUCT(S) SOLD PURSUANT HERETO, WHETHER DUE   TO BREACH OF CONTRACT, BREACH OF WARRANTY, STRICT LIABILITY, PRODUCT   LIABILITY, PERSONAL INJURY, THE NEGLIGENCE OF TD SYNNEX CORPORATION OR   OTHERWISE. TD SYNNEX CORPORATION\u2019S LIABILITY SHALL BE LIMITED SOLELY TO   THE REPAIR, REPLACEMENT OR CREDIT OF THE PRODUCT(S), AT TD SYNNEX   CORPORATION\u2019S OPTION.<\/p>\n      <p><strong>7. Indemnity <\/strong><br>\n        You agree to defend, indemnify and hold TD SYNNEX Corporation and its   affiliates, and their respective directors, officers, employees and   agents, harmless from and against any and all liabilities, costs and   expenses, including reasonable attorneys\u2019 fees, arising from or in any   way relating to your use of any TD SYNNEX Corporation web site or any   Product acquired from TD SYNNEX Corporation.<\/p>\n      <p><strong>8. Modification <\/strong><br>\n        These Terms and Conditions, along with (a) the terms and conditions on   any TD SYNNEX Corporation invoice, (b) the terms and conditions of the   TD SYNNEX Corporation credit application, and (c) the terms and   conditions of any other agreement signed by authorized representatives   of both Buyer and Seller, sets forth the entire agreement and   understanding of the parties relating to the subject matter herein. In   the event of a conflict between these various terms and conditions, they   will take effect in the following order of precedence: (1) any signed   agreement between the parties; (2) the terms and conditions on any TD   SYNNEX Corporation Invoice, (3) these Terms and Conditions, and (4) the   terms and conditions in Buyer\u2019s credit application to TD SYNNEX   Corporation. Any terms and conditions on Buyer\u2019s purchase order or any   other document not signed by TD SYNNEX Corporation shall have no force   and effect.<\/p>\n      <p>Notwithstanding the foregoing, if Buyer and Seller have executed an   agreement that specifically supersedes and replaces or modifies any or   all of the Terms and Conditions, the terms of such Agreement shall   control. No additional or different terms of conditions, whether   material or immaterial, shall become a part of these Terms and   Conditions unless expressly accepted in writing by an authorized officer   of Seller. Any waiver by Seller of one or more of these Terms and   Conditions or any defaults hereunder shall not constitute a waiver of   the remaining Terms and Conditions or any future defaults hereunder. It   is the intention of the parties that these Terms and Conditions shall be   enforceable to the fullest possible extent, regardless of any partial   invalidity or unenforceability, and that 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 rights   hereunder. The rights and obligations of Buyer under the Terms and   Conditions may not be assigned by Buyer without the prior written   consent of Seller (which shall not be unreasonably withheld).<\/p>\n      <p>TD SYNNEX Corporation may modify the information and functionality of   any TD SYNNEX Corporation web site at any time. TD SYNNEX Corporation   reserves the right, in its sole discretion, to modify, alter or   otherwise update these Terms and Conditions at any time, and you agree   to be bound by such modifications, alterations or updates. Any   modifications, alterations or updates to these Terms and Conditions will   be available to you on TD SYNNEX Corporation\u2019s website, and you agree   to regularly check TD SYNNEX Corporation\u2019s website for new versions of   these Terms and Conditions.<\/p>\n      <p><strong>9. Governing Law\/Venue <\/strong><br>\n        This Agreement shall be governed by and construed under the laws of the   State of South Carolina, without regard to its principles regarding   conflicts of law. The parties disclaim the United Nations Convention on   Contracts for the International Sale of Goods in its entirety. The   parties will attempt in good faith to promptly resolve any controversy,   dispute or claim arising out of or relating to this Agreement through   negotiations between the parties before resorting to other remedies   available to them. If attempts to resolve the dispute amicably have   failed or if negotiation to resolve the dispute is impossible (notably   in case of urgent procedure to obtain a protective order), any action or   proceeding between the parties relating to this Agreement shall take   place in Greenville County, South Carolina and the parties hereby waive   any objection to personal jurisdiction or venue in any forum located in   that county. If any part of this Agreement is found void and   unenforceable, it will not affect the validity of the balance of the   Agreement, which shall remain valid and enforceable according to its   terms. Buyer agrees to pay court costs and reasonable legal fees   incurred in the collection of any unpaid balances whether or not suit is   filed. In the event of any litigation arising out of this Agreement or   its enforcement by either party, the prevailing party shall be entitled   to recover as part of any judgement, reasonable attorneys\u2019 fees and   court costs.<\/p>\n      <p><strong>10. Compliance<\/strong><br>\n        Buyer agrees to comply with all applicable laws, statutes, and   regulations with respect to the Buyer\u2019s performance and obligations   under these terms and conditions, including the sale or resale of   Products. 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 and 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 \u201cEntity List\u201d or \u201cDenied Persons List\u201d maintained   by the U.S. Department of Commerce or the list of \u201cSpecifically   Designated Nationals and Blocked Persons\u201d 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. In accordance with the US Foreign   Corrupt Practices Act (the \u201cFCPA\u201d), Buyer agrees it has not made, and   will not make, any direct or indirect payment, or offer or authorization   to pay, any money, gift, or anything of value to any government   official, including the immediate family of any such official, for the   purpose of influencing an act or decision of the government or such   individual in order to assist, directly or indirectly, Buyer or TD   SYNNEX Corporation in obtaining or retaining business, or otherwise   securing an improper advantage. At all times during the term of this   Agreement, Buyer (including its affiliates), and its personnel shall   comply with the requirements of the TD <a href=\"https:\/\/www.synnexcorp.com\/wp-content\/uploads\/sites\/1\/2021\/03\/SYNNEX-Reseller-Code-of-Conduct.pdf\" target=\"_blank\" rel=\"noopener\">SYNNEX Corporation Reseller Code of Conduct<\/a>, which may be modified from time-to-time.<\/p>\n      <p><strong>BY ACCESSING ANY TD SYNNEX CORPORATION WEB SITE, YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT.<\/strong><\/p>\n\n\n      <h4>VENDOR TERMS AND CONDITIONS<\/h4>\n      <p>Unless otherwise agreed in writing, these Vendor Terms and Conditions   (\u201cVendor Terms\u201d), as published herein, govern all purchases of products   and services by TD SYNNEX Corporation (\u201cTD SYNNEX CORPORATION\u201d) from   the manufacturer or vendor of such products or services (\u201cVendor\u201d).<\/p>\n      <p>Vendor hereby appoints TD SYNNEX Corporation as distributor of   Vendor\u2019s products (\u201cProducts\u201d) in the United States, Canada and Mexico   and grants to TD SYNNEX Corporation a license to distribute the same.<\/p>\n      <ol>\n        <li><u>Terms<\/u>. TD SYNNEX Corporation reserves the right to change the   Vendor Terms from time to time and at its sole discretion. Please check   this page periodically for updates. This page was last updated on   01\/25\/2018.<\/li>\n        <li><u>Order<\/u>. To order the Products, TD SYNNEX Corporation shall   place a purchase order with Vendor and each such purchase order shall be   governed by this Agreement. Each purchase order for the Products shall   be subject to Vendor\u2019s acceptance and, upon acceptance, Vendor shall   confirm the purchase order and the shipping date with TD SYNNEX   Corporation.<\/li>\n        <li><u>Delivery<\/u>. The Products shall be delivered DDP (Incoterms   2010), freight charges paid by Vendor for all Products shipped to TD   SYNNEX Corporation or its customers\u2019 location(s). Title and risk of loss   shall pass from Vendor to TD SYNNEX Corporation upon acceptance by TD   SYNNEX&nbsp; Corporation or its customer, as applicable. Vendor shall be   importer of record.<\/li>\n        <li><u>Packaging<\/u>. Vendor shall package the Products in Vendor\u2019s   customary manner but shall use commercially reasonable efforts to   provide special packaging at TD SYNNEX Corporation\u2019s written request and   expense. Notwithstanding the foregoing, each Product shall be marked   with a UPC bar code. If any Product is not marked with a UPC bar code,   then TD SYNNEX Corporation will, at its option, either return the   Product to Vendor at Vendor\u2019s expense, or charge vendor a dollar ($1.00)   per Product unit. If serialized, the serial numbers shall be   conspicuously labeled on the outside of the box in both readable and bar   code format.<\/li>\n        <li><u>Reseller Returns<\/u>. Any reseller may return to Vendor, any   Product that is nonconforming, or that allegedly contains any defect or   inadequate warnings or instructions, or allegedly violates any law,   regulations or court or administrative order, or allegedly infringes any   patent, copyright, service mark, trade name, trade dress, trademark, or   other right (collectively \u201cIntellectual Property\u201d), or that is returned   for any other reason including buyer\u2019s remorse.<\/li>\n        <li><u>Open Returns<\/u>. Vendor shall allow TD SYNNEX Corporation to   return any Products that have been opened by TD SYNNEX Corporation or   its distribution channel.<\/li>\n        <li><u>Price Protection<\/u>. In the event Vendor decreases the price of   any Product, Vendor shall promptly grant TD SYNNEX Corporation a   corresponding price decrease and issue a credit memo for (a) any   affected Products ordered or purchased by TD SYNNEX Corporation, which   either have not been shipped or delivered to TD SYNNEX Corporation, and   (b) all Products held in inventory by TD SYNNEX Corporation on the date   of such price reduction.<\/li>\n        <li>All payments shall be in United States dollars and shall be due   within 30 days of the date of Vendor\u2019s invoice with a 2% discount for   all payments made within 15 days.<\/li>\n        <li><u>Credit<\/u>. In the event that a net credit balance exists, Vendor   will pay such amount to TD SYNNEX Corporation within 10 days of a debit   amount date, as request by TD SYNNEX Corporation.<\/li>\n        <li><u>Confidentiality<\/u>. The receiving party shall protect the   confidentiality of the disclosing party\u2019s Confidential Information.   Notwithstanding the foregoing, each party may disclose the other party\u2019s   Confidential Information if and to the extent that such disclosure is   required by law, provided that the receiving party uses reasonable   efforts to limit the disclosure and provides the disclosing party a   reasonable opportunity to preview and to object to the disclosure.   \u201cConfidential Information\u201d shall mean the information of a party, which   information is conspicuously marked with \u201cConfidential,\u201d or   \u201cProprietary\u201d or other similar legend. If Confidential Information is   orally disclosed it shall be identified as such at the time of   disclosure and a brief written non-confidential description of the   information and confirmation of the confidential nature of the   information shall be sent to the recipient within 30 days after the   disclosure. Quantities, schedules, pricing, sales reports and inventory   reports shall be considered Confidential Information whether disclosed   orally or in writing, or whether or not marked \u201cConfidential\u201d or   \u201cProprietary.\u201d Confidential Information does not include information   that: (a) was in the possession of, or was known by, the receiving party   prior to its receipt from the disclosing party, without an obligation   to maintain its confidentiality; (b) is or becomes generally known to   the public without violation of this Agreement; (c) is obtained by the   receiving party from a third party, without an obligation to keep such   information confidential; or (d) is independently developed by the   receiving party without use of Confidential Information.<\/li>\n        <li>Each of the parties agrees not to solicit, hire or engage any   employees of the other party that are directly involved in the   activities of the other party in connection with this Agreement during   the period such employees are employed by the other party and for a   period of 180 days after the date of such employee\u2019s termination of   employment from the other party.<\/li>\n        <li><u>Equitable Relief<\/u>. Each party acknowledges that any material violation of the rights and obligations provided in this <strong>Section 3<\/strong> may result in immediate and irreparable injury to the other party, and   hereby agrees that the aggrieved party shall be entitled to seek   immediate temporary, preliminary, and permanent injunctive relief   against any such continued violations.<\/li>\n        <li><u>Product Warranty<\/u>. Vendor warrants to TD SYNNEX Corporation   that for a period of 180 days from the date of receipt by TD SYNNEX   Corporation, the Products shall be free of defects in materials and   workmanship and in compliance with all applicable federal, state,   provincial and local government standards and regulations. Vendor   further warrants to TD SYNNEX Corporation that the Products shall   perform in accordance with the published specifications in their user   manuals and related documentation provided by Vendor to TD SYNNEX   Corporation, and shall achieve all functions described therein. At the   option of TD SYNNEX Corporation, Vendor\u2019s obligations under this product   warranty include: (a) replacing the Products on cross-ship terms or (b)   returning the Products for credit.<\/li>\n        <li><u>Limitation of Liability<\/u>. EXCEPT FOR A BREACH OF <strong>SECTION 3<\/strong>,   IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY   CONSEQUENTIAL, EXEMPLARY, PUNITIVE, INCIDENTAL, INDIRECT OR SPECIAL   DAMAGES OR COSTS HOWSOEVER ARISING OUT OF OR RELATED TO THIS AGREEMENT,   WHETHER OR NOT EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH   DAMAGES OR COSTS.<\/li>\n        <li><u>Indemnification.<\/u> With respect to any and all Products, Vendor   agrees to defend, indemnify and hold harmless TD SYNNEX Corporation and   each reseller (including their subsidiaries and affiliates, their   successor and assigns) at Vendor\u2019s expense from and against any claim,   charge, demand, proceeding, suit, liability, cost, expense, order,   decree, attorneys\u2019 fees, court costs, trial or appeal and judgment   including damages of any kind resulting from, arising out of or in   connection with any actual or claimed: (a) personal injury, property   damage or loss of any nature whatsoever alleged to have occurred as a   result of the Products; (b) any defect in material, workmanship, or   design; (c) Vendor\u2019s failure to comply with any applicable federal,   state, local or foreign statute, law, regulation, ruling or ordinance;   (d) Intellectual Property infringement; or (e) any breach of any   representation or warranty or agreement of Vendor. Vendor agrees to   reimburse TD SYNNEX Corporation for any and all costs and expenses   (including attorneys\u2019 fees) incurred in responding to any subpoena or   other compulsory process relating to the Products.<\/li>\n        <li>Upon termination of this Agreement, TD SYNNEX Corporation shall have   the right to return any and all Products which remain unsold in TD   SYNNEX Corporation\u2019s inventory to Vendor and Vendor shall repurchase the   same at the invoice price paid by TD SYNNEX Corporation for such   Products. The provisions of <strong>Sections 3<\/strong> through <strong>6 <\/strong>shall survive any termination of this Agreement.<\/li>\n        <li><u>Entire Agreement and Modification<\/u>. This Agreement shall   constitute the entire agreement between the parties and supersedes all   prior agreements and understandings between the parties relating to the   transactions contemplated hereby. No modification of this Agreement   shall be binding, unless in writing and signed by an authorized   representative of each party.<\/li>\n        <li><u>Assignment<\/u>. This Agreement shall be binding upon and inure to   the benefit of the parties and their respective successors and   permitted assigns. Neither party hereto shall in any way sell, transfer,   assign, or otherwise dispose of any of the rights, privileges, duties   and obligations granted or imposed upon it under this Agreement.<\/li>\n        <li><u>Severability<\/u>. In case any one or more of the provisions   contained in this Agreement shall for any reason be held to be invalid,   illegal or unenforceable in any respect, such invalidity, illegality or   unenforceability shall be severed and shall not affect any other   provision hereof. Furthermore, the severed provision shall be replaced   by a provision which comes closest to such severed provision, or part   thereof, in language and intent, without being invalid, illegal or   unenforceable.<\/li>\n        <li><u>Disputes<\/u>. Excluding disputes relating to <strong>Section 3<\/strong>,   any and all other disputes of every kind and nature between the parties   arising out of or in connection with the existence, construction,   validity, interpretation, or meaning, performance, non-performance,   enforcement, operation, breach, continuance, or termination of this   Agreement shall be submitted to binding arbitration, pursuant to the   Rules of the American Arbitration Association, before a single   arbitrator in Alameda County, California. In the event of any litigation   arising out of this Agreement or its enforcement by either party, the   prevailing party shall be entitled to recover as part of any judgment,   reasonable attorneys\u2019 fees and court costs.<\/li>\n        <li><u>Jurisprudence<\/u>. This Agreement shall be governed by and   construed in accordance with the laws of California and the United   Nations Convention on Contracts for the International Sale of Goods   shall not apply.<\/li>\n        <li><u>Compliance with Laws<\/u>. Vendor shall be solely responsible for   complying with all applicable laws, statutes, rules, regulations and   ordinances with respect to the manufacturing of the Products and   Vendor\u2019s performance under this Agreement and shall obtain all necessary   approvals and permits. Vendor represents and warrants that the Products   comply in all respects with all applicable laws, statutes ordinances   and regulations. Vendor shall provide information as requested by TD   SYNNEX Corporation regarding the source of any \u201cconflict minerals,\u201d as   defined in Section 1502 of the U.S. Dodd-Frank Wall Street Reform and   Consumer Protection Act, in the Products.<\/li>\n        <li><u>Notice<\/u>. All written notices required by this Agreement must   be delivered in person or by means evidenced by a delivery receipt and   will be effective upon receipt.<\/li>\n        <li><u>Supplier Code of Conduct<\/u>. \u201cCode\u201d means the current version of   TD SYNNEX Corporation\u2019s Supplier Code of Conduct, as modified by TD   SYNNEX Corporation from time-to-time and which as of the Effective Date   is posted at   https:\/\/www.synnexcorp.com\/about-synnex\/guiding-principles\/. At all   times during the term of this Agreement, Vendor shall comply with, and   shall ensure that all Vendor contractors, subcontractors (including any   affiliates) and its and their personnel comply with, the requirements of   the Code. Subject to Vendor\u2019s site safety and security requirements, TD   SYNNEX Corporation or an external monitor, who has signed TD SYNNEX   Corporation\u2019s standard confidentiality or non-disclosure agreement,   shall have the right to visit Vendor\u2019s facilities to assess compliance   with the Code, and to audit Vendor\u2019s wage, hour, payroll, and other   worker records and practices. Such audits will be conducted in an   efficient manner and with minimal disruption of Vendor\u2019s operations.   Vendor shall promptly implement corrective action to remedy any material   non-conformance identified by TD SYNNEX Corporation. Vendor shall   periodically assess its contractors\u2019 and subcontractors\u2019 compliance with   the Code and require prompt corrective action to remedy any material   non-conformance identified.<\/li>\n        <li><u>Order of Precedence<\/u>. In the event of a conflict or   inconsistency between a term or provision of any Vendor document   (including any pre-printed terms contained therein) and a term or   provision of these Vendor Terms, these Vendor Terms will control.   Without limiting the foregoing, the order of precedence language in this   paragraph specifically supersedes any conflicting language in any   Vendor invoice.<\/li>\n      <\/ol>\n<\/div><\/div><\/div><\/div><\/div><\/div><\/div><div class=\"vce-tabs-with-slide-panel\" id=\"el-2db11407\" data-model-id=\"2db11407\" data-vce-content=\".vce-tabs-with-slide-panel-body\"><div class=\"vce-tabs-with-slide-tab-inner\"><div class=\"vce-tabs-with-slide-panel-heading\"><a class=\"vce-tabs-with-slide-panel-title\" href=\"#el-2db11407\" data-vce-target=\"[data-model-id=2db11407]\" data-vce-use-cache=\"false\" data-vce-accordion=\"\" data-vce-container=\".vce-tabs-with-slide-inner\" role=\"tab\" aria-selected=\"false\" aria-controls=\"el-2db11407\" id=\"accordion-2db11407\"><span>Terms &amp; Conditions of Sale<\/span><\/a><\/div><div class=\"vce-tabs-with-slide-panel-body\" role=\"tabpanel\" aria-labelledby=\"tab-2db11407 accordion-2db11407\" data-vce-do-apply=\"all el-2db11407\" hidden=\"hidden\"><div class=\"vce-tabs-with-slide-element-container\" data-js-panel-body=\"\"><div class=\"vce-raw-html\"><div class=\"vce-raw-html-wrapper\" id=\"el-d02d92af\" data-vce-do-apply=\"all el-d02d92af\"><div style=\"font-size:1rem;\">\n\t<h4 style=\"text-align:center;\">Terms &amp; Conditions of Sale<\/h4>\n<p>These Terms and Conditions of Sale (\"<strong>Terms and Conditions<\/strong>\") between Tech Data Corporation on behalf of itself and its  \t\t\t\t\t\t\t\t\tU.S. subsidiaries (together \"<strong>TDC<\/strong>\") and the entity purchasing products from TDC (\"<strong>Buyer<\/strong>\") govern the sale, license,  \t\t\t\t\t\t\t\t\tresale and distribution, as applicable, of third-party vendor (\"<strong>Vendor<\/strong>\") hardware, products, services and software  \t\t\t\t\t\t\t\t\t(including all open source licensed or distributed by Vendor, or incorporated into any Vendor software) and TDC  \t\t\t\t\t\t\t\t\tservices, which consist of a variety of services sold and\/or performed by TDC (as opposed to third-party vendor  \t\t\t\t\t\t\t\t\tservices resold by TDC) (\"<strong>TDC Services<\/strong>\") (collectively \"<strong>Products<\/strong>\") by TDC to Buyer. Certain TDC Vendors require TDC  \t\t\t\t\t\t\t\t\tto pass-through terms for the Product to resellers and end users. By purchasing the Product from TDC, Buyer agrees  \t\t\t\t\t\t\t\t\tto these Vendor pass-through terms, which are located at <a href=\"https:\/\/tdcontent.techdata.com\/reseller\/secure\/commerce\/promos\/vendor-pass.aspx\">https:\/\/tdcontent.techdata.com\/reseller\/secure\/commerce\/promos\/vendor-pass.aspx.<\/a><\/p>\n<p><strong>1. ACCEPTANCE OF PURCHASE ORDERS<\/strong><\/p>\n<p><strong><u>Acceptance:<\/u><\/strong> Buyer accepts these Terms and Conditions through any of the following, whichever occurs  \t\t\t\t\t\t\t\t\t\tfirst: (a) Buyer submits a purchase order, whether electronically, by phone, or in writing (\"Order\") to TDC; (b)  \t\t\t\t\t\t\t\t\t\tBuyer provides written acknowledgment; (c) Buyer accepts any shipment of any Products; or (d) Buyer performs any  \t\t\t\t\t\t\t\t\t\tother act or expression of acceptance. All Orders are subject to TDC acceptance, which may occur in writing,  \t\t\t\t\t\t\t\t\t\tElectronic Data Interchange (\"<strong>EDI<\/strong>\") acknowledgment, or execution of the Order. Acceptance is expressly limited to  \t\t\t\t\t\t\t\t\t\tthese Terms and Conditions in their entirety without addition, modification or exception. TDC rejects any term,  \t\t\t\t\t\t\t\t\t\tcondition, or proposal submitted by Buyer (whether oral or in writing) which are inconsistent with or in addition to  \t\t\t\t\t\t\t\t\t\tthese Terms and Conditions. TDC's silence or failure to respond to any subsequent or different term, condition, or  \t\t\t\t\t\t\t\t\t\tproposal shall not be deemed to be TDC's acceptance. Buyer may not change, cancel, or reschedule orders for Products  \t\t\t\t\t\t\t\t\t\twithout TDC's prior written consent.<\/p>\n<p> <strong><u>Quotations:<\/u><\/strong> Quotes from TDC are applicable for the period specified in the quote. TDC reserves the right  \t\t\t\t\t\t\t\t\tto allocate the sale of Products among its buyers. Unless otherwise agreed to in writing by TDC, quotes are invitations  \t\t\t\t\t\t\t\t\tto tender and are subject to change at any time without notice. All information relating to TDC pricing is proprietary  \t\t\t\t\t\t\t\t\tand confidential and Buyer will keep such information confidential. <\/p>\n<p><strong>2. DELIVERY<\/strong><\/p>\n<p><strong><u>Shipping Policy<\/u>:<\/strong>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 <a href=\"http:\/\/www.techdata.com\/\">http:\/\/www.techdata.com\/<\/a><\/p>\n<p><strong><u>Domestic<\/u>:<\/strong> For all domestic transactions, including drop shipments, title to the Products and all risk  \t\t\t\t\t\t\t\t\t\tof loss or damage with respect to the Products, except software or services, shall pass to Buyer upon delivery to  \t\t\t\t\t\t\t\t\t\tthe carrier or Buyer's representative at the logistics center where the Products are located. <\/p>\n<p><strong><u>International<\/u>:<\/strong> For all international transactions, including drop shipments, the Product will be  \t\t\t\t\t\t\t\t\t\tshipped FCA (Free Carrier) from the logistics center where the Products are located (Incoterms 2020). TDC assumes no  \t\t\t\t\t\t\t\t\t\tresponsibility for Additional Fees as defined in Section 4(a) for the country designated for delivery by the Buyer.  \t\t\t\t\t\t\t\t\t\tTitle and risk of loss, except for software or services, shall pass to the Buyer upon delivery to the Buyer or  \t\t\t\t\t\t\t\t\t\tBuyer's representative at TDC's logistics center or, for drop shipments, upon delivery of the Products to the first  \t\t\t\t\t\t\t\t\t\tcommon carrier. <\/p>\n<p><strong><u>Delivery Information<\/u>:<\/strong>Delivery is subject to TDC's receipt of all necessary information and  \t\t\t\t\t\t\t\t\t\tdocumentation from Buyer including all import certificates, exemption or resale certificates, licenses, and other  \t\t\t\t\t\t\t\t\t\tdocuments required from Buyer for export of the Product. Buyer shall notify TDC of any claimed shortages or  \t\t\t\t\t\t\t\t\t\trejections of delivery per the requirements stated in TDC's then current return policies located at <a href=\"http:\/\/www.techdata.com\/\">http:\/\/www.techdata.com\/<\/a> (\"<strong>Return Policies<\/strong>\") and must meet all other TDC requirements as stated in the Return Policies. Buyer shall provide  \t\t\t\t\t\t\t\t\t\tsuch notice in writing and with reasonable detail, stating the grounds for any such rejection. Buyer's failure to  \t\t\t\t\t\t\t\t\t\tgive such notice within the time specified is deemed an acceptance in full of any such delivery. <\/p>\n<p><strong>3. TDC SERVICES<\/strong><\/p>\n<p><strong><u>Limited TDC Services Warranty<\/u>:<\/strong>TDC warrants that TDC Services will be performed in a reasonable and  \t\t\t\t\t\t\t\t\t\tworkmanlike manner. To the extent permitted by law, TDC makes no other warranty, express or implied, such as  \t\t\t\t\t\t\t\t\t\twarranty of merchantability, fitness for purpose or non-infringement. Buyer's sole remedies for breach of this  \t\t\t\t\t\t\t\t\t\tLimited TDC Services warranty are, at TDC's sole discretion, to: (i) re-perform the TDC Services, or (ii) refund the  \t\t\t\t\t\t\t\t\t\tportion of the fees paid by Buyer that relate to the non-conforming TDC Services. <\/p>\n<p><strong><u>Exclusive Remedy<\/u>:<\/strong>THIS SECTION STATES TDC'S ENTIRE LIABILITY FOR WARRANTY CLAIMS FOR TDC SERVICES. BUYER  \t\t\t\t\t\t\t\t\t\tMUST NOTIFY TDC IN WRITING OF ANY ALLEGED BREACH OF WARRANTY NO LATER THAN THIRTY (30) DAYS AFTER COMPLETION OF THE  \t\t\t\t\t\t\t\t\t\tAPPLICABLE TDC SERVICES. TO THE EXTENT PERMITTED BY LAW, TDC MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, SUCH AS  \t\t\t\t\t\t\t\t\t\tWARRANTY OF MERCHANTABILITY, FITNESS OR PURPOSE OR NON-INFRINGEMENT. TDC DISCLAIMS ANY AND ALL OTHER EXPRESS OR  \t\t\t\t\t\t\t\t\t\tIMPLIED WARRANTIES, STATUTORY OR OTHERWISE. IN PARTICULAR, TDC DOES NOT WARRANT THAT SOFTWARE PROVIDED BY TDC IS  \t\t\t\t\t\t\t\t\t\tUNINTERRUPTED OR ERROR-FREE. <\/p>\n<p><strong>4. PRICE AND PAYMENT<\/strong><\/p>\n<p><strong><u>Additional Fees<\/u>:<\/strong>TDC's prices stated on invoices and quotations are for Products only and do not include  \t\t\t\t\t\t\t\t\t\tapplicable federal, state, municipal and other government taxes (such as sales, use, value-added, and similar  \t\t\t\t\t\t\t\t\t\ttaxes), as well as import or customs duties, license fees, freight (except as otherwise provided in TDC shipping  \t\t\t\t\t\t\t\t\t\tpolicy) and any other similar charges, however designated or levied on the sale or delivery of the Products or  \t\t\t\t\t\t\t\t\t\tmeasured by the purchase price paid for the Products (\"<strong>Additional Fees<\/strong>\"). Buyer is responsible for all Additional  \t\t\t\t\t\t\t\t\t\tFees. TDC shall invoice Buyer for all taxes applicable to sales of the Products, itemized by type and jurisdiction,  \t\t\t\t\t\t\t\t\t\twhich TDC is required by law to collect from Buyer. Exemption certificates must be presented to TDC prior to  \t\t\t\t\t\t\t\t\t\tshipment if they are to be honored. Upon Buyer's request, TDC will provide Buyer with sufficient documentation to  \t\t\t\t\t\t\t\t\t\tenable Buyer to complete any necessary tax filings or claim any applicable tax credits for amounts paid to TDC. If  \t\t\t\t\t\t\t\t\t\tapplicable law requires Buyer to deduct any amount from the amounts to be paid to TDC due to withholding taxes or  \t\t\t\t\t\t\t\t\t\tany other taxes or levies of any kind, Buyer shall pay all such additional amounts so that the net amounts received  \t\t\t\t\t\t\t\t\t\tby TDC are the amounts specified on the invoice. To the extent that any withholding tax is payable, TDC and Buyer  \t\t\t\t\t\t\t\t\t\tshall mutually collaborate and provide any and all assistance reasonably requested to obtain the benefits of any  \t\t\t\t\t\t\t\t\t\tapplicable tax treaty between the country where the TDC entity that accepted Buyer Order is located and the  \t\t\t\t\t\t\t\t\t\tapplicable jurisdiction where the withholding tax applied. <\/p>\n<p><strong><u>Payment Terms<\/u>:<\/strong> Payment is due as stated on TDC's invoice without offset or deduction for withholding  \t\t\t\t\t\t\t\t\t\ttaxes or any other fees. TDC, at its discretion, may require reasonable advance assurances of payment through  \t\t\t\t\t\t\t\t\t\tirrevocable bank letters of credit or otherwise. All unpaid invoices will bear interest at an amount equal to 1-1\/2%  \t\t\t\t\t\t\t\t\t\tof the outstanding balance per month (or the maximum rate of interest allowed to be contracted for by law, whichever  \t\t\t\t\t\t\t\t\t\tis less), starting on the date payment is due. Buyer's failure to make timely payment may result in such action as  \t\t\t\t\t\t\t\t\t\tcommencement of proceedings for collection, revocation of credit, cancellation of Orders, stoppage of shipment,  \t\t\t\t\t\t\t\t\t\tdelay or cessation of future deliveries, repossession of unpaid delivered goods, and termination of any one or more  \t\t\t\t\t\t\t\t\t\tsales agreements. At any time, TDC may change the terms of Buyer's credit. TDC may apply payments to any of Buyer's  \t\t\t\t\t\t\t\t\t\taccounts. Notwithstanding any \"net\" payment provisions specified on the invoice, TDC shall have no continuing  \t\t\t\t\t\t\t\t\t\tobligation to deliver Products on credit, and any credit approval may be withdrawn by TDC at any time and without  \t\t\t\t\t\t\t\t\t\tprior notice. Prior to accepting an Order, TDC may require Buyer to grant TDC a security interest in the Product,  \t\t\t\t\t\t\t\t\t\tplus all accounts resulting therefrom as a condition of accepting an Order. Buyer agrees to execute a Security  \t\t\t\t\t\t\t\t\t\tAgreement in a form acceptable to TDC, and Buyer authorizes TDC to file financing statements as TDC deems  \t\t\t\t\t\t\t\t\t\tappropriate to perfect and\/or continue TDC's purchase money security interest therein. <\/p>\n<p><strong><u>Collections<\/u>:<\/strong> If TDC engages an attorney or collection agency for the purpose of collection, or  \t\t\t\t\t\t\t\t\t\tenforcing TDC's security interest in the Products, with or without litigation, Buyer shall pay any and all  \t\t\t\t\t\t\t\t\t\tassociated costs, including and without limitation, attorneys' fees and costs (whether incurred prior to, during, or  \t\t\t\t\t\t\t\t\t\tsubsequent to trial), collection, bankruptcy, or other creditor's rights proceedings. TDC reserves the right to  \t\t\t\t\t\t\t\t\t\teffect a recoupment, to set off of any funds due at any time to Buyer from TDC, and to set off any amounts against  \t\t\t\t\t\t\t\t\t\tamounts owed by Buyer to TDC. <\/p>\n<p><strong><u>Currency<\/u>:<\/strong> If a sale is to occur (or the Product is to be shipped) outside of the United States, Buyer  \t\t\t\t\t\t\t\t\t\tacknowledges and agrees that the amount due TDC shall be paid in U.S. Dollars. Any payment by Buyer in local  \t\t\t\t\t\t\t\t\t\tcurrency or the receipt by TDC of local currency as a consequence of enforcement procedures against Buyer will be  \t\t\t\t\t\t\t\t\t\tdeemed (a) an authorization for TDC to use that local currency to purchase U.S. Dollars or, (b) if such purchase is  \t\t\t\t\t\t\t\t\t\tprohibited by local law, an authorization to purchase appropriate bonds or other instruments and export them from  \t\t\t\t\t\t\t\t\t\tthe Buyer's country in order to convert the currency into U.S. Dollars and apply the proceeds to the payment of any  \t\t\t\t\t\t\t\t\t\tamounts owed to TDC by Buyer. Buyer is responsible for any deficiency as a result of conversion of payment into U.S.  \t\t\t\t\t\t\t\t\t\tDollars. <\/p>\n<p><strong>5. RETURN<\/strong><\/p>\n<p> <strong><u>Returns<\/u>:<\/strong>All Product returns are subject to TDC's Return Policies. All Orders that are identified by TDC as non-standard or  \t\t\t\t\t\t\t\t\t\t\"NCNR\" are non-cancelable and non-returnable. If TDC issues a return authorization to Buyer allowing Buyer to return  \t\t\t\t\t\t\t\t\t\tProduct to TDC, Buyer will deliver the Product to TDC's specified address in the United States and Buyer shall bear  \t\t\t\t\t\t\t\t\t\tAdditional Fees designated or levied, on any replacement Product to be shipped by TDC to Buyer. If TDC determines such  \t\t\t\t\t\t\t\t\t\tProducts are not eligible for return, TDC will, at its sole discretion, send such Products back to Buyer on freight  \t\t\t\t\t\t\t\t\t\tcollect basis, or hold such Products (at Buyer's expense) for Buyer's collection and on Buyer's account. The right to  \t\t\t\t\t\t\t\t\t\treturn defective Products as set forth herein shall constitute TDC's sole liability and Buyer's exclusive remedy in  \t\t\t\t\t\t\t\t\t\tconnection with any claim of any kind relating to the quality, condition, or performance of any Product, whether such  \t\t\t\t\t\t\t\t\t\tclaim is based upon breach of contract, warranty, negligence or other tort, breach of any statutory duty, indemnity or  \t\t\t\t\t\t\t\t\t\tcontribution, the failure of any limited or exclusive remedy to achieve its essential purpose, or otherwise.<br>\n  <strong><u>Hazardous Materials<\/u><\/strong><br>\n  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 <a href=\"https:\/\/tdcontent.techdata.com\/content\/service\/custrelat\/cs_retrn.aspx\">Tech Data's Product Return<\/a> 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. <\/p>\n<p><strong>6. DISCLAIMER OF WARRANTIES<\/strong><\/p>\n<p><strong><u>Disclaimer of Warranties<\/u>:<\/strong> Notwithstanding any right to return defective products under TDC's Return Policy as specified in Section 5 or the  \t\t\t\t\t\t\t\t\tlimited TDC Services Warranty as specified in Section 3, TDC makes no representations or warranties of any kind with  \t\t\t\t\t\t\t\t\trespect to the Products, including but not limited to Product information. TDC HEREBY DISCLAIMS ALL REPRESENTATIONS AND  \t\t\t\t\t\t\t\t\tWARRANTIES, EXPRESS OR IMPLIED, AS TO THE PRODUCTS OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF  \t\t\t\t\t\t\t\t\tMERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. TDC WILL NOT BE LIABLE FOR ANY DAMAGE, LOSS,  \t\t\t\t\t\t\t\t\tCOST, OR EXPENSE FOR BREACH OF WARRANTY. Except for the limited TDC Services Warranty as specified in Section 3, any  \t\t\t\t\t\t\t\t\tproduct warranties applicable to the Products shall be provided by the Vendor. Buyer shall not make any representations  \t\t\t\t\t\t\t\t\tand warranties on behalf of TDC or the Vendor. <\/p>\n<p><strong>7. LIMITATION OF LIABILITY<\/strong><\/p>\n<p> <strong><u>Limitation of Liability<\/u>:<\/strong> SUBJECT TO THE LIMITATIONS OF SECTIONS 5 AND 6, TDC'S   LIABILITY FOR DAMAGES ARISING UNDER THESE TERMS AND CONDITIONS, OR  \t\t\t\t\t\t\t\t\t\tWHETHER IN CONTRACT, TORT, OR OTHERWISE, WILL: (1) BE LIMITED   TO ACTUAL, PROVEN, DIRECT DAMAGES; AND (2) WILL NOT EXCEED  \t\t\t\t\t\t\t\t\t\tTHE NET AMOUNT PAID TO TDC BY BUYER FOR THE PRODUCT THAT IS   THE SUBJECT OF THE CLAIM. TDC SHALL NOT BE LIABLE UNDER ANY  \t\t\t\t\t\t\t\t\t\tCIRCUMSTANCES FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL,   PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY WAY  \t\t\t\t\t\t\t\t\t\tCONNECTED WITH THESE TERMS AND CONDITIONS OR THE PRODUCT,   INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOST PROFITS, LOSS  \t\t\t\t\t\t\t\t\t\tOF USE, LOST DATA, COSTS OF COVER, OR FOR ANY DAMAGES OR SUMS   PAID BY BUYER TO THIRD PARTIES, EVEN IF TDC HAS BEEN  \t\t\t\t\t\t\t\t\t\tADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING   LIMITATION OF LIABILITY APPLIES WHETHER ANY CLAIM IS BASED  \t\t\t\t\t\t\t\t\t\tUPON BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE OR   OTHER TORT, BREACH OF ANY STATUTORY DUTY, INDEMNITY OR  \t\t\t\t\t\t\t\t\t\tCONTRIBUTION, THE FAILURE OF ANY LIMITED OR EXCLUSIVE REMEDY   TO ACHIEVE ITS ESSENTIAL PURPOSE, OR OTHERWISE. <\/p>\n<p><strong>8. STREAMONETM<\/strong><\/p>\n<p><strong><u>StreamOneTM<\/u>:<\/strong> StreamOneTM is an online platform  \t\t\t\t\t\t\t\t\t\toffered by TDC. If Buyer chooses to use StreamOneTM, Buyer's use is subject to these Terms and Conditions, and any  \t\t\t\t\t\t\t\t\t\tadditional StreamOneTM platform agreements, which will be communicated to Buyer at the time of purchase. The  \t\t\t\t\t\t\t\t\t\tadditional terms found in this Section 8 will specifically apply to all sales by TDC through StreamOneTM. All data  \t\t\t\t\t\t\t\t\t\tand other information available on StreamOneTM are proprietary, confidential and the sole property of TDC or third  \t\t\t\t\t\t\t\t\t\tparties licensing such information to TDC. <\/p>\n<p> <strong><u>Electronic Delivery \/ Access:<\/u><\/strong> Unless otherwise agreed in writing, the Products made available through  \t\t\t\t\t\t\t\t\tStreamOneTM will be made available for use by software download or the transmission of (or access to) enabling  \t\t\t\t\t\t\t\t\tinformation electronically. <\/p>\n<p> <strong><u>Credit Card Authorization:<\/u><\/strong> If Buyer pays by credit card, Buyer represents that it is the owner of or is  \t\t\t\t\t\t\t\t\tauthorized to use the credit card and Buyer authorizes TDC to charge the credit card for all transactions through the  \t\t\t\t\t\t\t\t\tStreamOneTM platform, unless otherwise specified. If TDC extends credit to Buyer, Buyer will be invoiced on the agreed  \t\t\t\t\t\t\t\t\tupon terms. <\/p>\n<p><strong>9. AUTOMATIC RENEWALS AND RECURRING SERVICES<\/strong><\/p>\n<p> <strong><u>Automatic Renewals and Recurring Services: <\/u><\/strong> For Products made available on a subscription or recurring  \t\t\t\t\t\t\t\t\tterm basis (\"<strong>Subscriptions<\/strong>\"), Buyer agrees that TDC may invoice Buyer for automatic renewals and Subscriptions, using  \t\t\t\t\t\t\t\t\tBuyers initial purchase order number as authorization for subsequent invoices until Buyer properly cancels the  \t\t\t\t\t\t\t\t\tapplicable Subscription. Buyer further agrees to notify end users of the applicable renewal Subscriptions and payments  \t\t\t\t\t\t\t\t\tdue and acknowledges that Buyer's obligation to pay is not conditioned on: (a) TDC's invoice for Products, (b) Buyer's  \t\t\t\t\t\t\t\t\tplacement of a renewal purchase order, or (c) Buyer's receipt of a renewal order from its customer. <\/p>\n<p> <strong><u>Consent to Move End Users for Default: <\/u><\/strong> 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. <\/p>\n<p><strong>10. BUYER'S OBLIGATIONS<\/strong><\/p>\n<p> <strong><u>Compliance with Laws:<\/u><\/strong> Buyer represents and   warrants that it will comply with all applicable laws, codes,  \t\t\t\t\t\t\t\t\tdirectives, ordinances, and regulations. Buyer further   acknowledges and agrees that the Products are subject to the  \t\t\t\t\t\t\t\t\texport control laws and regulations of the United States,   including, but not limited to, the Export Administration  \t\t\t\t\t\t\t\t\tRegulations, and sanctions regimes of the U.S. Department of   Treasury, Office of Foreign Asset Controls. Buyer shall  \t\t\t\t\t\t\t\t\tnot, without prior U.S. government authorization, export,   reexport, or transfer any Products, either directly or  \t\t\t\t\t\t\t\t\tindirectly, to any country subject to a U.S. trade embargo, or   to any resident or national of any such country, or to  \t\t\t\t\t\t\t\t\tany person or entity listed on the \"Entity List\" or \"Denied   Persons List\" maintained by the U.S. Department of Commerce  \t\t\t\t\t\t\t\t\tor the list of \"Specifically Designated Nationals and Blocked   Persons\" maintained by the U.S. Department of Treasury. In  \t\t\t\t\t\t\t\t\taddition, Buyer may not export, re-export, or transfer Products   to an end-user engaged in activities related to weapons  \t\t\t\t\t\t\t\t\tof mass destruction. Such activities include, but are not   necessarily limited to, activities related to the design,  \t\t\t\t\t\t\t\t\tdevelopment, production, or use of: (1) nuclear materials,   nuclear facilities, or nuclear weapons; (2) missiles or  \t\t\t\t\t\t\t\t\tsupport of missiles projects; (3) chemical or biological   weapons; and 4) life support systems, human implantation, or  \t\t\t\t\t\t\t\t\tany other application where Product failure could lead to loss   of life or property damage. <\/p>\n<p> <strong><u>Vendor Restrictions:<\/u><\/strong> Buyer acknowledges and agrees that some Product sales are limited to a specified  \t\t\t\t\t\t\t\t\tterritory and shall not sell Products outside that territory. Such sales may constitute copyright or trademark  \t\t\t\t\t\t\t\t\tinfringement. Products purchased by Buyer may also be subject to additional usage restrictions or authorizations or  \t\t\t\t\t\t\t\t\tterms and conditions imposed by the Vendor. Buyer is responsible for ensuring compliance with any such restrictions,  \t\t\t\t\t\t\t\t\tauthorizations or terms and conditions. Buyer shall comply with any applicable rights of third parties regarding  \t\t\t\t\t\t\t\t\tProducts, including software or other intellectual property, such as patents, copyrights, and user licenses. <\/p>\n<p> <strong><u>Anti-Bribery Anti-Corruption:<\/u><\/strong> Buyer agrees it has not and will not in the future directly or indirectly  \t\t\t\t\t\t\t\t\toffer or pay, or authorize the offer or payment of, any money or anything of value in an effort to influence any  \t\t\t\t\t\t\t\t\tgovernment official or any other person in order to improperly obtain or retain business or gain an improper business  \t\t\t\t\t\t\t\t\tadvantage, and has not accepted, and will not accept in the future, any such payment. <\/p>\n<p> <strong><u>Software:<\/u><\/strong> Software is the machine-readable   (object code) version of computer programs (\"Software\"). Buyer  \t\t\t\t\t\t\t\t\tshall not, directly or indirectly, modify the features or   functionality of, copy or create derivative works using all or  \t\t\t\t\t\t\t\t\tany portion of, decompile, or otherwise reverse engineer or   attempt to reverse engineer or derive source code,  \t\t\t\t\t\t\t\t\ttechniques, algorithms or processes from the Software or permit   or encourage any third-party to do so. Buyer's use of  \t\t\t\t\t\t\t\t\tSoftware and any related documentation is governed by the   Software's applicable license agreements. Software embedded in  \t\t\t\t\t\t\t\t\tor bundled with hardware must be used solely with the device   for which it was intended and may not be transferred  \t\t\t\t\t\t\t\t\tseparately. Buyer authorizes TDC to accept, on Buyer's behalf,   any end-user license agreement, or similar agreement for  \t\t\t\t\t\t\t\t\tProducts. Buyer shall secure this same authority from its end   user. TDC has no obligation to accept any end-user license  \t\t\t\t\t\t\t\t\tagreements but may use its sole discretion to exercise its   authority. Buyer acknowledges that Vendor or Vendor's  \t\t\t\t\t\t\t\t\tthird-party licensors will provide any license required to use   the Product and not TDC. <\/p>\n<p> <strong><u>Records and Audit:<\/u><\/strong>Buyer shall keep complete and accurate books and records for seven (7) years from the date of the purchase or longer if  \t\t\t\t\t\t\t\t\t\trequired by applicable law. Buyer will allow TDC to audit records related to transactions under these Terms and  \t\t\t\t\t\t\t\t\t\tConditions. <\/p>\n<p> <strong><u>Refunds:<\/u><\/strong> Buyer will reimburse to TDC any funds TDC has provided to Buyer as a pass-through from the Vendor  \t\t\t\t\t\t\t\t\t(\"<strong>Pass-Through Funds<\/strong>\") in the following instances: (1) TDC is obligated to return the Pass-Through Funds to the Vendor,  \t\t\t\t\t\t\t\t\tor (2) TDC provided the Pass-Through Funds to Buyer but did not receive the Pass-Through Funds from the Vendor. These  \t\t\t\t\t\t\t\t\tPass-Through Funds include but are not limited to discounts, fees, and marketing funds. TDC may also recover such  \t\t\t\t\t\t\t\t\tPass-Through Funds by offsetting any amounts due to Buyer from TDC. <\/p>\n<p> <strong><u>Notices and Communications:<\/u><\/strong> Buyer consents to receive all communications from TDC or Vendor regarding  \t\t\t\t\t\t\t\t\tProducts and shall promptly notify TDC in writing of all changes to Buyer's name, address, and control\/ownership of its  \t\t\t\t\t\t\t\t\tassets. Additionally, Buyer consents to allow TDC to contact Buyer's end users regarding Products. <\/p>\n<p> <strong><u>Indemnification:<\/u><\/strong> Buyer will indemnify, defend, and hold TDC harmless from and against any and all  \t\t\t\t\t\t\t\t\tliabilities, losses, and damages (including but not limited to, reasonable attorney's fees, and costs of establishing  \t\t\t\t\t\t\t\t\trights to indemnification) for any claim including: (i) breach by Buyer of any warranty, representation, or covenant  \t\t\t\t\t\t\t\t\tunder these Terms and Conditions; (ii) breach or violation by Buyer of any agreement with a Vendor or the rights of a  \t\t\t\t\t\t\t\t\tVendor, respectively; (iii) non-compliance with requirements of these Terms and Conditions; or (iv) claims arising from  \t\t\t\t\t\t\t\t\tBuyer's negligence or willful misconduct; or (v) claims arising from (1) TDC's compliance with Buyer's designs,  \t\t\t\t\t\t\t\t\tspecifications or instructions; (2) modifications of any Product by anyone other than TDC; or (3) use or sale of  \t\t\t\t\t\t\t\t\tProducts in combination with other products or in violation of the Vendor's applicable specifications and\/or  \t\t\t\t\t\t\t\t\tdocumentation. <\/p>\n<p> <strong><u>Code of Conduct:<\/u><\/strong>Buyer shall comply with the requirements of TDC's then current Code of Conduct. The current TDC Code of Conduct is located at <a href=\"https:\/\/www.techdata.com\/code-of-conduct.html\">https:\/\/www.techdata.com\/code-of-conduct.html<\/a>. <\/p>\n<p><strong>11. GOVERNMENT SALES<\/strong><\/p>\n<p> <strong><u>Product Sourcing Restrictions:<\/u><\/strong> Buyer has an affirmative duty to notify TDC in writing during the quotation, request, and order process of any product  \t\t\t\t\t\t\t\t\tsourcing restrictions, including the Trade Agreement Act (\"TAA\"), Buy American Act, or other sourcing restrictions that  \t\t\t\t\t\t\t\t\tapply to the Products. <\/p>\n<p> <strong><u>Commercial Items:<\/u><\/strong> TDC is a distributor of \"Commercial Items\" as defined in FAR   2.101. TDC does not intend to sell Products, whether to the  \t\t\t\t\t\t\t\t\t\tU.S. Government or a higher-tier contractor, that fail to meet   the \"commercial item\" definition in FAR 2.101.  \t\t\t\t\t\t\t\t\t\tAccordingly, TDC agrees only to the clauses in the Federal   Acquisition Regulation (\"FAR\") and agency FAR supplements (as  \t\t\t\t\t\t\t\t\t\tapplicable based on the U.S. Government customer) that are   explicitly required to be inserted in a subcontract for  \t\t\t\t\t\t\t\t\t\tcommercial items, as set forth in FAR 52.244-6(c)(1) or an   agency FAR supplement. In accordance with FAR 12.211, Buyer  \t\t\t\t\t\t\t\t\t\twill receive only those rights in technical data customarily   provided to TDC by the manufacturers. This will not be  \t\t\t\t\t\t\t\t\t\tinterpreted as providing Buyer unlimited rights in data,   software, or intellectual property rights provided by the  \t\t\t\t\t\t\t\t\t\tmanufacturers or any other third party. If Buyer is not an   authorized GSA Buyer, TDC specifically rejects the  \t\t\t\t\t\t\t\t\t\trequirements of the: (i) Trade Agreements Act, FAR 52.225-5 or   DFARS 252.225-7021; and (ii) the Buy American Act, FAR  \t\t\t\t\t\t\t\t\t\t52.225-1 or DFARS 252.225-7001. TDC does not accept any   Preference for Domestic Specialty Metals regulations unless the  \t\t\t\t\t\t\t\t\t\tVendor expressly represents and warrants that the Products   provided through TDC are compliant. <\/p>\n<p><strong>12. GENERAL<\/strong><\/p>\n<p> <strong><u>Entire Agreement:<\/u><\/strong> These Terms and Conditions constitute the entire agreement of the parties with respect  \t\t\t\t\t\t\t\t\tto all sales by TDC to Buyer, and supersedes any and all prior negotiations, representations and agreements, whether  \t\t\t\t\t\t\t\t\twritten or oral, between the parties. Each party acknowledges that no representations, inducements, promises or  \t\t\t\t\t\t\t\t\tagreements, orally or otherwise have been made by any party. No other agreement, statement or promise modifies these  \t\t\t\t\t\t\t\t\tTerms and Conditions unless it is in writing and signed by both parties. Any TDC waiver or default of one or more of  \t\t\t\t\t\t\t\t\tthese Terms and Conditions is not a waiver of the remaining Terms and Conditions or of any future defaults. No failure  \t\t\t\t\t\t\t\t\tor delay by either party in exercising or enforcing any right hereunder shall operate as a waiver thereof or preclude  \t\t\t\t\t\t\t\t\tany other exercise or enforcement of its rights. <\/p>\n<p> <strong><u>Governing Law and Venue:<\/u><\/strong> Any provision of these   Terms and Conditions that is prohibited or unenforceable  \t\t\t\t\t\t\t\t\tunder the laws of the State of Florida shall be ineffective to   the extent of such prohibition or unenforceability,  \t\t\t\t\t\t\t\t\twithout impairing or invalidating the remaining provisions of   these Terms and Conditions. These Terms and Conditions are  \t\t\t\t\t\t\t\t\tgoverned by the laws of the State of Florida notwithstanding   any choice of law provisions. The venue for any disputes  \t\t\t\t\t\t\t\t\tarising out of these Terms and Conditions shall be, at TDC's   sole and exclusive option, Pinellas County, Florida or the  \t\t\t\t\t\t\t\t\tcourts with proper jurisdiction at Buyer's location. ALL SALES   TRANSACTIONS EXCLUDE THE APPLICATION OF THE 1980 UNITED  \t\t\t\t\t\t\t\t\tNATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF   GOODS, IF OTHERWISE APPLICABLE. <\/p>\n<p> <strong><u>Force Majeure:<\/u><\/strong> TDC is not liable for failures to perform (including, without limitation, delays in  \t\t\t\t\t\t\t\t\tdelivery) due to causes beyond its reasonable control (for example, acts of nature, acts or omissions of Buyer,  \t\t\t\t\t\t\t\t\toperational disruptions, man-made or natural disasters, acts of war, government interference, epidemic medical crises,  \t\t\t\t\t\t\t\t\tmaterials or Product shortages, strikes, criminal acts, delays in delivery or transportation, or inability to obtain  \t\t\t\t\t\t\t\t\tlabor, materials or Products through regular sources). <\/p>\n<p> <strong><u>Data Protection and Personal Information:<\/u><\/strong> Buyer acknowledges that end user personal information is  \t\t\t\t\t\t\t\t\tnecessary for end users to access or use certain Products. Buyer agrees to provide such personal information as  \t\t\t\t\t\t\t\t\trequested by the Vendor to both TDC and the Vendor. Buyer represents and warrants that Buyer, will comply with  \t\t\t\t\t\t\t\t\tapplicable data protections laws, including providing notice and properly obtaining the consent of the end user to  \t\t\t\t\t\t\t\t\tprovide said personal information to TDC and the Vendor for the purpose of fulfilling the transaction. <\/p>\n<p> <strong><u>Trademarks:<\/u><\/strong> Buyer will not use TDC's name, logos, trademarks, or other intellectual property rights  \t\t\t\t\t\t\t\t\twithout TDC's written consent. Buyer grants TDC the limited right to use its logos and trademarks in any marketing and  \t\t\t\t\t\t\t\t\tpromotional materials associated with these Terms and Conditions. <\/p>\n<p> <strong><u>Accurate Information:<\/u><\/strong> Buyer represents and warrants that the information provided in any documents to TDC  \t\t\t\t\t\t\t\t\twill be true and correct in all material respects and contains all information necessary so that the information is not  \t\t\t\t\t\t\t\t\tmaterially misleading. Buyer acknowledges that TDC is relying on the accuracy of the information provided by Buyer. <\/p>\n<p> <strong><u>Assignment and Survival of Obligations:<\/u><\/strong> Buyer may not assign these Terms and Conditions without TDC's  \t\t\t\t\t\t\t\t\tprior written consent. TDC may, without Buyer's consent, assign these Terms and Conditions, including all its  \t\t\t\t\t\t\t\t\tamendments, attachments and addenda, and its rights and obligations to its successors, assigns or a purchaser of all or  \t\t\t\t\t\t\t\t\tsubstantially all of its assets. All benefits of the contract will enure to the benefit of the assignee. Buyer may  \t\t\t\t\t\t\t\t\tpurchase from any Tech Data Corporation U.S. subsidiaries pursuant to these Terms and Conditions. All obligations under  \t\t\t\t\t\t\t\t\tthese Terms and Conditions that by their nature extend beyond termination, including without limitation all monetary  \t\t\t\t\t\t\t\t\tobligations of either party to the other under these Terms and Conditions, will survive termination, remain in effect  \t\t\t\t\t\t\t\t\tand bind all successors and assigns. <\/p>\n<p> <strong><u>Independent Contractors.<\/u><\/strong> 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. <\/p>\n<p> <strong><u>Confidentiality<\/u><\/strong> Each party acknowledges that   during performance of its obligations pursuant to these Terms  \t\t\t\t\t\t\t\t\tand Conditions, it may obtain certain information specifically   marked as confidential or proprietary. Each party hereby  \t\t\t\t\t\t\t\t\tagrees that all such information disclosed to it by the other   party, its parent, affiliates, subsidiaries, whether  \t\t\t\t\t\t\t\t\tbefore or after the effective date, shall be and was received   in strict confidence, shall be used only for purposes of  \t\t\t\t\t\t\t\t\tthese Terms and Conditions, and shall not be disclosed without   the prior written consent of the other party, except as  \t\t\t\t\t\t\t\t\tmay be necessary by reason of legal, accounting or regulatory   requirements beyond either party's reasonable control. The  \t\t\t\t\t\t\t\t\tprovisions of this Section 12(i) shall survive for a period of   one (1) year after the date of such disclosure. <\/p>\n<\/div><\/div><\/div><\/div><\/div><\/div><\/div><\/div><\/div><\/div><\/div><\/div><\/div><\/div><\/div><\/div><\/div>","protected":false},"excerpt":{"rendered":"Terms &amp; ConditionsTD SYNNEX Corporation Terms &amp; ConditionsTerms &amp; Conditions of SaleTD SYNNEX Corporation Terms &amp; Conditions TD SYNNEX Corporation Terms &amp; Conditions By accessing any web sites of TD SYNNEX Corporation or its subsidiaries (collectively \u201cTD SYNNEX Corporation\u201d or \u201cSeller\u201d) or otherwise indicating acceptance as set forth below, you are agreeing to the following [&hellip;]","protected":false},"author":4,"featured_media":0,"parent":0,"menu_order":0,"comment_status":"closed","ping_status":"closed","template":"","meta":{"footnotes":""},"class_list":["post-1136","page","type-page","status-publish","hentry"],"yoast_head":"<!-- This site is optimized with the Yoast SEO plugin v26.1.1 - https:\/\/yoast.com\/wordpress\/plugins\/seo\/ -->\n<title>Terms Conditions - TD SYNNEX USA<\/title>\n<meta name=\"robots\" content=\"index, follow, max-snippet:-1, max-image-preview:large, max-video-preview:-1\" \/>\n<link rel=\"canonical\" href=\"https:\/\/www.tdsynnex.com\/na\/us\/terms-conditions\/\" \/>\n<meta property=\"og:locale\" content=\"en_US\" \/>\n<meta property=\"og:type\" content=\"article\" \/>\n<meta property=\"og:title\" content=\"Terms Conditions - TD SYNNEX USA\" \/>\n<meta property=\"og:description\" content=\"Terms &amp; 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