Iomega® ioclub™ Partner Program Terms & Conditions
PLEASE READ THIS CAREFULLY. THESE TERMS GOVERN YOUR ACCESS TO AND USE OF THIS PROGRAM AND WEBSITE. IF YOU DO NOT AGREE WITH THESE TERMS, DO NOT COMPLETE THE REGISTRATION PROCESS OR USE THIS WEBSITE. BY COMPLETING THE REGISTRATION PROCESS YOU CERTIFY THAT (1) YOU ARE AN AUTHORIZED REPRESENTATIVE OF RESELLER AS DEFINED BELOW WITH THE RIGHT TO BIND RESELLER TO THESE TERMS; (2) ALL INFORMATION PROVIDED IN THE REGISTRATION PROCESS IS ACCURATE; AND (3) YOU HAVE READ AND ACCEPT THE TERMS AS PRESENTED.
THIS PROGRAM IS ENTERED INTO ONLY IN THE ENGLISH LANGUAGE, AND ANY OTHER LANGUAGE VERSION SHALL BE SOLELY FOR THE CONVENIENCE OF THE PARTIES AND SHALL HAVE NO BINDING EFFECT.
NOTE THAT THE TERMS CAN BE PRINTED BY USING THE FILE/PRINT FUNCTION ON YOUR COMPUTER.
The following are the terms and conditions ("Terms") of ioclub™, Iomega's channel partner program ("the Program"), and they explain how Iomega authorized distributors and reseller partners including their respective representatives that register for this Program (collectively "Resellers" or "You" or “Your”) may participate in the Program. In consideration of the mutual promises hereinafter set forth, the parties agree to the following Terms:
0. Introduction
As used in these Terms, “Iomega” refers to: (i) Lenovo (United States) Inc., 1009 Think Place, Morrisville, NC 27560, U.S.A., if You are located in the U.S.A. or Canada, and (ii) Lenovo PC HK Ltd, 23/F, Lincoln House, Taikoo Place, 979 King’s Road, Quarry Bay, Hong Kong, if You are located in other regions of the world. The location You list on the initial Program registration form determines which Iomega entity applies.
The purpose of this Program (“Purpose”) is to assist Resellers in the sale of Iomega products and services (“Products”) by making available to Resellers certain online tools and services, keeping them informed about new Iomega Products and solutions, giving them access to marketing and training materials, and more generally facilitating their business relationship with Iomega.
Once You are enrolled in the Program, and subject to these Terms (as amended from time to time) You will also have the opportunity to participate in nominated Iomega activities provided by Iomega or its authorized partners described at www.ioclub.net on the Iomega ioclub™ website ("Website") or on other linked websites run by participating service providers.
1. Becoming a Program Member
1.1 Eligibility. Eligible for memberships are all Resellers of computer, computer peripherals or IT products. Membership in the Program is not available to private individuals but only to companies and their authorized representatives. However, these Terms shall apply to both Resellers and each of their authorized representatives participating in the Program for the Reseller.
1.2 Registration. Completion of the registration process conclusively establishes that You read and accepted the Terms. It also means you are certifying that (i) You are an authorized representative of Reseller with the right to bind Reseller to these Terms and any additional terms necessary to access the Website, and (ii) all information provided in the registration process is accurate and correct. Any Member entitlement pursuant to the Terms begins only after the Registration Process has been completed, i.e., You become a member (“Member” or “Members”). Iomega reserves the right to amend these Terms at any time and without incurring any liability to Members, though such changes will not apply retroactively. Members shall be deemed to have received notice of any changes in the Terms and to have accepted them upon Iomega generating an email or other form of notice to Members announcing the changes, or upon the Member’s next visit to the Website – whichever happens soonest.
1.3 Proof of Eligibility. Iomega reserves the right at any time to seek further proof of any Member's eligibility for membership, which the Member agrees to provide on request at the Member's own expense. Failure to reply or provide sufficient information to satisfy Iomega in its discretion may result in Reseller and all its associated Members being terminated from the Program under section 5.
1.4 Ineligible for Membership. The Program is being offered to Resellers with principal places of business in the following markets only: those countries that are not embargoed countries or countries designated as supporting terrorist activities by the European Union or the US (including Cuba, Iran, North Korea, Sudan, and Syria; see, http://www.bis.doc.gov/licensing/exportingbasics.htm). Resellers who are also prohibited from participating in the Program are those persons or entities that appear on the U.S. Commerce Department Denied Persons List (www.bis.doc.gov/DPL/Default.shtm), U.S. Commerce Department Entity List (www.bis.doc.gov/Entities) or U.S. Treasury Department list of Specially Designated Nationals (www.treas.gov/offices/enforcement/ofac/sdn/index.html).
2. Custom Marketing
2.1 Templates. Iomega may at times make available advertisement templates, related customizable advertisement forms, and other marketing related material (“Template”) on its Website for use by Members. Where a place for such information has been provided by Iomega, Members may elect to input their company name and contact information in the Template and upload and insert their logo into the Template for distribution to their customers in accordance with the license in Section 2.4.
2.2 Limits on Uploading Content. The Members agree to insert or upload onto the Template only that information which is specifically requested and in the field(s) or location(s) where it is requested, e.g., inserting a telephone number only where asked for a telephone number.
2.3 Restrictions on Use. The Members will not alter or attempt to alter the Templates nor use the Templates for any other purpose than those specified herein. Members will not include any additional information, representations, warranties or guarantees of any kind with the Templates.
2.4 License. Subject to Your compliance with these Terms, Iomega grants to Members for the term of the Program a non-exclusive, revocable license without the right to sublicense, to use the Templates solely for the purpose of promoting Iomega's Products within the territory defined in any applicable sales agreement, or if none, then as defined in Iomega’s applicable PO terms and conditions posted on its website and subject to Section 1.4 (“Territory”). Members shall not make any modifications to any trademarks, service marks or logos (“Marks”) of Iomega included in the Templates as provided by Iomega. Neither shall Members use Iomega Marks to sell any product or service that is not from Iomega.
3. Training Program
From time to time, Iomega will make available training materials via the Website for purposes of training Members on Iomega Products. Subject to Your compliance with these Terms, Iomega grants to Members for the term of the Program a non-exclusive, revocable license without the right to sublicense, to use the training materials solely within the Territory and for the purpose of learning about Iomega's Products. Members shall not make any modifications to any copyright or Marks of Iomega included in the training material as provided by Iomega. Members agree that they shall not alter, distribute, or copy any Iomega training materials.
4. Reserved
5. Term and Termination
5.1 Term; Renewal. The term of this Program begins on the date the Reseller becomes a Member and continues through the end of the calendar year. Thereafter, the Term will renew automatically for another calendar year. Iomega reserves the right to terminate any Member's membership in the Program at any time by sending written notice to the Member by email, fax or letter three (3) months prior to the effective date of termination, and without incurring any liability to the Members. Iomega reserves the right to terminate a Member's membership in the Program immediately for serious cause.
5.2 Right to Terminate or Modify: Iomega. Iomega reserves the right to terminate or modify the Program at any time for important reasons (e.g. court order, administrative order, legal obligation, or similar) or otherwise, at its sole discretion and without incurring any liability to Members. No modifications to the Program shall apply retroactively.
5.3 Right to Terminate: Members. Members may terminate their membership by tendering to Iomega written notice thirty (30) days prior to the expiration of the then current term.
5.4 Survival. Members will continue to be bound by the following sections upon the termination or expiration of this Program: Sections 1.2-1.3, 3, 4 - 9.
6. Liability
6.1 Program Basis. The Program is offered without cost to Members and, by participating, all Members agree to accept as final and binding any and all decisions made by Iomega and its appointed agent(s) on all matters relating to the Program.
6.2 No Warranty. The Program as described herein and all related content is provided on an “AS-IS” basis, without any warranty. Iomega and its respective affiliates, subsidiaries, parent companies, suppliers, licensors, and appointed agents including by way of example, its internet access providers (collectively "Iomega Parties") disclaim all warranties or conditions, expressed or implied, including without limitation the warranties or conditions of non-infringement, satisfactory quality or fitness for purpose and those that may arise from a course of dealing or usage of trade in connection with the operation of the Program, the Website or any content provided in connection with the Program; however, these limitations on liability shall not apply to any liability the exclusion or limitation of which is expressly prohibited by applicable law.
6.3 Limitation on Damages. under no circumstances shall IOMEGA OR IOMEGA Parties be liable for any consequential, special, incidental or other damages arising out of or in any way related to the obligations and relationships established by this PROGRAM; however, these limitations on liability shall not apply to any liability the exclusion or limitation of which is expressly prohibited by applicable law.
6.4 Limited Liability. EXCEPT FOR WILLFUL MISCONDUCT, OR TO THE EXTENT PROHIBTED BY LAW, IOMEGA’S ENTIRE LIABILITY (INCLUDING THE ENTIRE LIABILITY, IF ANY, OF IOMEGA PARTIES) FOR DAMAGES CONCERNING PERFORMANCE OR NONPERFORMANCE OR IN ANY WAY RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT, AND REGARDLESS OF WHETHER THE CLAIM FOR SUCH DAMAGES IS BASED IN CONTRACT OR IN TORT, SHALL NOT EXCEED ONE HUNDRED THOUSAND EUROS (100,000 EUROS).
7. Indemnity
Members shall indemnify and hold Iomega and Iomega Parties harmless from and against any and all claims, damages, losses, liabilities and expenses, including reasonable attorney fees and expenses, arising from or related to any breach by Members of any of its obligations mentioned in the Terms.
8. Confidentiality
8.1 Password. Each individual user name and password whether selected by You or issued by Iomega shall be protected as confidential information of Iomega and shall not be divulged by the Member to any other party without prior permission from Iomega. If any user name and password is disclosed to any unauthorized third party, Iomega reserves the right to cancel the Member's membership outright. Members agree to comply with any other security procedures identified on the Website in connection with their use of the Website or other participation in the Program.
8.2 Confidential Information. In addition, Members and their representatives acknowledge that these Terms, the Website, any training materials, and all related documents or information are confidential information of Iomega, which Members and their employees shall not disclose to any third party (without the prior written consent of Iomega).
8.3 Collection of Data; Consented Uses; Opt-Out. Members acknowledge that Iomega and its agents shall collect their personal information to operate the Program pursuant to the applicable data privacy laws and regulations, and Iomega’s privacy policy as published on www.iomega.com. By participating in the Program, Members consent to the collection and use of their personal information by Iomega and its agents and to the transfer of such information outside their respective state, nation, country and region for purposes of processing related to the management of the Program by Iomega and its agents. Iomega and its agents shall only use such personal information in accordance with its privacy policy as posted on the Website. Consistent with the Purpose of this Program, personal information may also be used by Iomega to occasionally notify Members of Iomega Products and Program announcements. Members are entitled to access and rectify their personal information by clicking the "Manage Profile" link on the Website. Members may "opt out" in the Program registration process from receiving any such communications.
9. General Provisions
9.1 Intellectual Property Rights. Members acknowledge that all names, word marks, domain names, service marks, logos, logotypes, trade dress, designs, patent, trademark and copyright and all other intellectual property rights (collectively “Intellectual Property”) associated with the Program, Iomega Parties, the Website and its content, Iomega Products, Templates, and training materials, are and shall remain the property of Iomega and/or Iomega Parties. Except as specifically stated herein, no license or other rights are granted or transferred to Members. Members shall not take any action to jeopardize, limit or interfere in any manner with Iomega's and Iomega Parties’ Intellectual Property rights. Members shall use such Intellectual Property only in a manner that inures to the benefit of Iomega.
9.2 Remedies Not Limited. Iomega reserves all of its legal rights and remedies, provided under these Terms or otherwise, in the event that it discovers any unauthorized access to the Website or other Iomega sites, or any abuse or impropriety related to the Program or related Intellectual Property.
9.3 Third Party Links. By providing links to third party websites, Iomega is not endorsing the material on or the operator of such sites, and Iomega accepts no liability for the quality of the services provided or the material on such sites. The legal compliance of such sites, and all product or service related obligations or liabilities, shall be the sole responsibility of the third party site operator.
9.4 Website Use. Subject to Your compliance with these Terms, Iomega grants Members a limited, non-exclusive, nontransferable, non-sub-licensable right and license, for the term of the Program, to access the Website and to use the information solely in accordance with the provisions of these Terms. All Information shall remain the property of Iomega. Your use of this Website is at your sole risk. The Website, and its content (including downloadable content), are delivered on an "as is" and "as available" basis. Iomega expressly disclaims all warranties of any kind, whether express or implied. Iomega makes no warranty that the Website or any related services or content, offered on the Website will be error free and uninterrupted.
9.5 Independent Contractors. Each party acknowledges that the parties to these Terms are independent contractors and that it will not represent itself as an agent or legal representative of the other. Nothing in these Terms will be construed to create a partnership, joint venture or agency relationship.
9.6 Precedence. In the event of any conflict between these Terms, the ioclub registration form or the conditions of this Program on the Website, these Terms shall prevail.
9.7 Dispute Resolution. With respect to: (a) Lenovo (United States) Inc., these Terms will be governed by the laws of the State of New York in the U.S.A., without regard to the principles of conflict of laws or the United Nations Convention on Contracts for the International Sale of Goods; and, any dispute, controversy or claim arising out of or in connection with these Terms, including the validity, invalidity, breach or termination thereof, shall be finally resolved by the competent Courts of New York City, New York, (b) Lenovo PC HK Ltd, these Terms will be governed by the laws of Switzerland, without regard to the principles of conflict of laws or the United Nations Convention on Contracts for the International Sale of Goods; and, any dispute, controversy or claim arising out of or in connection with these Terms, including the validity, invalidity, breach or termination thereof, shall be finally resolved by the competent Courts of Geneva, Switzerland.
9.8 Use of Courts. Notwithstanding the above, Iomega reserves the right to invoke the jurisdiction of any competent court to remedy or to prevent violation of any provision in the Agreement relating to Iomega confidential information or Iomega intellectual property rights.
9.9 Legal Notices. Any notices with regard to a dispute must be in English, in writing and will be effective (a) upon personal delivery, (b) 24 hours after sending by overnight delivery or electronic means, or (c) 72 hours after being sent certified mail return receipt requested. All notices to Iomega should be sent to the respective address listed above or to another address as designated by Iomega.
9.10 Assignment. You may not assign or transfer any of the rights under these Terms to any third party without the prior written consent of Iomega. Any attempted transfer in violation of the foregoing will be null and void.
9.11 Controlling Language Version. This Program is entered into only in the English language, and any other language version shall be solely for the convenience of the parties and shall have no binding effect.
9.12 Entire Agreement. These Terms constitutes the entire agreement between the parties with respect to its subject matter and as of the Effective Date, these Terms supersede all previous agreements.
9.13 Severability; Waiver. If any provision of this Program is found to be invalid by law, the remainder of this Program shall remain in full force and effect. Iomega reserves the right to modify or discontinue this Program if the Program or any aspect of the Program is found to be invalid under applicable law. The failure by a party to exercise any rights provided for in this Program shall not be deemed a waiver of any rights.