Terms and Conditions for Partner Access to and Use of the Dell Technology Solutions Training Portal
These Terms and Conditions for Access to and Use of the Dell Technology Solutions Training Portal (the “Training Portal”) once accepted by you, shall govern your access to and use of the Training Portal as appropriate and shall form part of the Dell Channel Partner Agreement, to which all Partners are subject. Please print a copy of this Agreement for your records. Unless otherwise specified, terms and definitions used herein shall have the meanings ascribed to them in the Dell Channel Partner Agreement.
1. License Grant. Dell hereby grants you (“Partner”) a non-exclusive, non-assignable, non-transferable, limited, and revocable license to:-
i) use advertising materials / creative assets, including but not limited to print, point-of-sale, signage, online creative, links and e-mail marketing materials created and provided via or in connection with the Training Portal (the “Materials”) to advertise and promote the Training Portal and thereby the Dell products and services and Partner’s provision of those products and services, to its customers.
ii) to access, use, promote and provide online links to the Training Portal for the purposes of generating sales leads, using the functionality built into the platform.
Dell grants Partner no other rights except for those expressly set forth herein.
2. Availability. Access to the Training Portal may be unavailable without notice at certain times, including when systems require maintenance or upgrades, or in the case of unforeseen circumstances. Dell will not be liable for the lack of availability of the Training Portal or for any damages that may result from such lack of availability.
3. Term. Subject to the termination provisions contained in Section 5 of this Agreement, this Agreement will commence once the Partner accepts this Agreement.
4. Ownership of Intellectual Property
4.1. Dell shall remain the sole and exclusive owner of any trademark, trade name, service mark, or trade designations that Dell uses in connection with its business (“Dell Marks”) and all copyright, trademark, and other proprietary rights in and to the Materials and the Training modules available via the Training Portal. For the avoidance of doubt, Dell Intellectual Property includes, without limitation, the Dell Marks. Dell reserves all rights to Dell Intellectual Property not expressly granted to Partner herein.
5.1. Termination. This Agreement, and Partner’s access to the Training Portal may be terminated by Dell in its sole discretion, with or without cause, and without prior written notice. All provisions of this Agreement that by their nature are intended to survive the termination shall survive.
5.2. Obligations upon Termination. Upon termination of this Agreement for any reason, Partner shall immediately cease using the Training Portal.
6. Representations and Warranties
6.1. Partner represents and warrants that it is authorized, empowered, and able to enter into and fully perform its obligations under this Agreement. Neither this Agreement nor the fulfilment thereof by Partner infringes upon the rights of any third party.
6.2. Partner represents and warrants that it shall only use the Materials as expressly permitted by this Agreement.
6.3. Partner warrants that it shall only use the Training Portal and the Materials in compliance with all laws including, but not limited to all laws and regulations concerning data protection and/or privacy, commercial advertising messages, defamation, and intellectual property rights. Furthermore, Partner shall only use the Training Portal and Materials in conformance with best accepted industry standards and practices and shall not use them in any manner that suggests or implies that advertisements or promotions released by the Partner come directly from or are placed by Dell.
6.4. Partner warrants that, in relation to any information (including personal data) obtained from its use of the Training Portal resources, it shall (i) use such information only for the purpose of making outbound calls to individuals that have specifically requested to be contacted in connection with training, (ii) implement appropriate technical and organizational measures to protect such information against accidental or unlawful destruction, loss, disclosure, access and/or unlawful processing and (iii) not disclose such information to any third party unless permitted by this Agreement or required by applicable law.
6.5. The Training Portal resources are provided to Partners without any representations or warranties regarding the unauthorized use of name or likeness or persona of any person, libel, slander, defamation, disparagement, piracy, plagiarism, idea misappropriation, infringement of copyright title, slogan, or other property right including trademarks, and any invasion of the right of privacy.
7. Use of the Training Portal. In addition to the other restrictions set forth herein, Partner’s use of the Training Portal and Materials is subject to the following terms and conditions:
a. Partner shall not modify or alter the Materials or make adaptations thereto or creative derivative works thereof.
b. Partner may only use the Materials and the Training Portal in connection with its business and to promote Dell products and services and Partner’s resale thereof.
c. Partner shall not use the Training Portal or Materials in connection with any activity that is unlawful, libellous, defamatory, obscene, disparages Dell or Dell’s products or services, or that in any way infringes the intellectual property or other rights of any person or entity.
d. Partner shall not use the Training Portal or Materials in any manner that is likely to create the impression that Partner is in a legal partnership or that Partner is an affiliate or a franchisee of Dell or is otherwise related to Dell. Partner will clearly identify itself in Partner’s customer communication materials and shall not seek to contractually bind Dell or otherwise make warranties or representations on Dell’s behalf.
e. Partner acknowledges that Dell owns all rights in and to the Training Portal and agrees that it will not contest the validity of Dell’s rights either during the term of this Agreement or following the termination thereof.
f. Dell may suspend or terminate Partner’s right to use the Training Portal resources for violation of any of the terms and conditions of this Agreement or any of the terms and conditions governing Partner’s provision of Dell products or services, or for any other reason that Dell deems appropriate. Upon such suspension or termination, Partner shall immediately cease its access and use of and linking to the Training Portal.
8. Indemnification and Remedy. Partner shall defend, indemnify and hold Dell and its subsidiaries, affiliates, parents, successors, and assignees harmless from and against any loss, damage, liability, claim, demand, suit, and expense (including reasonable legal fees and costs) which may be incurred by Dell as the result of any claim, suit, or proceeding made or brought against Dell by a third party based upon (a) any breach of Partner’s representations or warranties under this Agreement; (b) Partner’s alleged infringement of a third party’s intellectual property rights. Partner further recognizes and acknowledges that Partner’s breach of these terms and conditions may cause Dell irreparable harm for which monetary damages may be inadequate. Partner agrees that Dell shall be entitled to seek an injunction to restrain Partner from such breach or threatened breach. Nothing contained herein shall be construed as preventing Dell from pursuing any remedy at law or in equity for any breach or threatened breach of this Agreement.
9. Limitation of Liability. In no event will Dell be liable for special, indirect, incidental, consequential, punitive or exemplary damages, or damages for lost profits, lost revenue, lost business, or loss of data, even if it has been advised of the possibility of such loss or damages. The maximum total liability of Dell in connection with this Agreement or arising from use of the Training Portal will be equal to the amount paid by Partner to Dell for access to the materials. The foregoing limitations, exclusions and disclaimers shall apply, regardless of whether the claim for such damages is based in contract, warranty, strict liability, negligence, tort or otherwise.
10. Governing Law. This Agreement shall be governed by and construed in accordance with the governing law of the Dell Channel Partner Agreement entered into between the Partner and Dell and to which the Partner has signed up via the Dell PartnerDirect Program Portal.