TERMS OF USE

XVANTAGE AND ANY LINKED WEBSITES AND ANY RELATED SERVICES, WEB PAGES, DATA, BLOGS, PRODUCTS, COMMUNITY PORTAL AND ANY APPLICATION PROGRAMMING INTERFACE (API) OR APPLICATIONS CONNECTING THERETO OR ACCESSIBLE THEREIN, INCLUDING APIs ACCESSIBLE THROUGH INGRAM MICRO’S DEVELOPER PORTAL (COLLECTIVELY, THE “PLATFORM”) ARE OWNED AND OPERATED BY INGRAM MICRO INC. AND/OR ITS AFFILIATES (“INGRAM MICRO”, “WE”, “OUR” AND “US”) UNLESS EXPRESSLY SET FORTH OTHERWISE HEREIN. ACCESS AND USE OF THIS PLATFORM IS PROVIDED BY INGRAM MICRO TO YOU OR THE ENTITY YOU REPRESENT (“YOU” OR “YOUR”) ON THE CONDITION THAT YOU ACCEPT THESE TERMS OF USE, AND BY ACCESSING OR USING THIS PLATFORM, YOU AGREE TO THESE TERMS OF USE. IF YOU DO NOT AGREE TO ACCEPT AND ABIDE BY THESE TERMS OF USE ON BEHALF OF THE ENTITY YOU REPRESENT YOU SHOULD NOT ACCESS OR USE THIS PLATFORM.

These Terms of Use, the Privacy Policy and all other documents referenced herein govern the relationship between you and Ingram Micro with respect to your use of the Platform. You agree that the agreement formed by these Terms of Use is binding like any written, negotiated agreement signed by you, and you agree to be bound by, and fully comply with, these terms. You represent and warrant that you have all necessary right, power and authority to enter into this agreement and to perform and otherwise discharge all of your obligations hereunder.

We reserve the right at any time to change: (i) these Terms of Use; (ii) the Platform, including terminating, eliminating, supplementing, modifying, adding or discontinuing any content or feature or data or service on or available through the Platform or the hours that they are available; (iii) any fees or charges, if any, related to the use of the Platform; and (iv) the equipment, hardware or software required to use and access the Platform.

Any changes we make to these Terms of Use will be effective immediately upon notice, which we may provide by any means including, without limitation, posting updated Terms of Use on the Platform. Your continued use of the Platform after such notice will be deemed acceptance of such changes. You should return to the Platform periodically to ensure you are familiar with the most current version of these Terms of Use.

You may not interfere with the security of, or otherwise abuse the Platform or any system resources, services or networks connected to or accessible through the Platform. You may only use the Platform for lawful purposes and agree to comply with all applicable laws in performance of your business relationship with Ingram Micro.

We may monitor your activity at any time. Additionally, we may temporarily or permanently prevent you from using the Platform, cancel services without a refund, without limitation of any other rights or remedies to which we might be entitled. We will not be liable for any claims that might arise from our suspension or termination of any services.

1. JURISDICTION

If you are residing in a jurisdiction that restricts the ability to enter into agreements such as set out in these Terms of Use, you may not enter into this agreement or use the Platform.

Furthermore, if you are residing in a jurisdiction where it is forbidden by law to participate in the activities or services offered by the Platform, you may not enter into these Terms of Use or use the Platform. By using the Platform, you are explicitly stating that you have verified in your own jurisdiction that your use of the Platform is allowed.

We make no representation or warranty that materials in the Platform are appropriate or available for use in all locations. Those who choose to access the Platform do so on their own initiative and at their own risk, and are responsible for compliance with local laws, if and to the extent local laws are applicable.

We reserve the right to limit the availability of the Platform, materials, or other products described or offered thereon to any person, geographic area, or jurisdiction we so desire, at any time and in our sole discretion, and to limit the quantities of any such services, materials, or other product provided.

2. PRIVACY

Ingram Micro is committed to respecting the privacy of the Personal Data (as defined in our Privacy Policy) of the individuals with whom we interact. We have developed a Privacy Policy to describe our privacy practices and how we collect, use and disclose the Personal Data of those individuals who visit the Platform. Please see our Privacy Policy for further information. Ingram Micro does not knowingly or intentionally collect Personal Data from minors. The Platform is directed at and intended to be used solely by adults acting on behalf of the business they represent.

You represent and warrant to Ingram Micro that you have made all disclosures and received all consents from any third-parties, including without limitation, end-users and consumers, that may be legally required to provide their information to Ingram Micro. You hereby grant us a non-exclusive, non-transferable, royalty-free, worldwide right to use the electronic data specifically pertaining to you and/or your users that is processed through the Platform in accordance with our Privacy Policy.

3. ACCOUNTS

In order to access and use certain services available on the Platform, you must open and maintain an account (“Account”) with us. Your account access will be granted in the form of username and password or by APIs or other remote access. The access we provide is for your use solely within the applicable country for your account(s).

You are responsible for maintaining the security and confidentiality of this unique access authorization and all activity in your account at all times. The use of your credentials by third parties without our prior approval is strictly forbidden. You will remain primarily liable for any and all charges or fees incurred by or through the use of the credentials we provide to you. YOU AGREE THAT YOU REMAIN SOLELY LIABLE FOR ANY ACTIONS YOU OR YOUR EMPLOYEES OR AGENTS DIRECT INGRAM MICRO TO TAKE ON YOUR BEHALF IN OR WITH RESPECT TO THE PORTAL.

We reserve the right to charge a fee for any of our services or Platform, including applications available therein, at any time upon notice to you.

If you do not agree to these Terms of Use, you will not have the right to use such services.

During the registration process we will collect Personal Data that may include (but is not limited to) individual names, e-mail addresses, passwords, and physical addresses. Your information may be used by us:

• to verify your eligibility to create and to maintain your Account and to use features of the Platform limited only to registered users;
• to ensure that your Account, including your email, is unique;
• to enable us to provide certain security and privacy safeguards;
• to deal with security, debugging and technical support issues;
• to protect ourselves and others from abuse; and
• As permitted in our Privacy Policy.

All of the information you provide to us or that we collect from you in connection with your use of the Platform will be governed by these Terms of Use and our Privacy Policy. You agree at all times to: (i) provide accurate, current and complete information about yourself as prompted by our registration form or otherwise; and (ii) maintain and update your information (including your e-mail address) to keep it accurate, current and complete. You acknowledge that, if any information provided by you is untrue, inaccurate, not current or incomplete, we may terminate your Account and your ability to use the Platform and, in our sole discretion, to report you to the appropriate authorities.

You understand and agree that, in addition to the foregoing restrictions, we reserve the right to change, remove, alter or delete any username at any time and for any reason in our sole discretion. You will be responsible for the confidentiality and use of your username and password and agree not to transfer your right to use or access the Platform via your username or password to any third person.

You agree to notify us immediately of any unauthorized use, theft or misappropriation of your account, username, or password. We shall not be liable for any loss that you incur as a result of someone else using your username or password, either with or without your knowledge.

You acknowledge and agree that Ingram Micro is not responsible for the conduct of users in the interactive areas of Ingram Micro’s websites and Platform. INGRAM MICRO SPECIFICALLY DISCLAIMS ANY RESPONSIBILITY OR LIABILITY TO ANY PERSON OR ENTITY FOR ANY LOSS, LIABILITY, CLAIMS, SUITS, COSTS, EXPENSES, DAMAGES (WHETHER ACTUAL, CONSEQUENTIAL, PUNITIVE OR OTHERWISE), INJURY, OR OTHER CAUSE OF ANY KIND BASED UPON OR RESULTING FROM ANY MATERIAL OR CONTENT POSTED IN THE INTERACTIVE AREAS OF INGRAM MICRO’S WEBSITES AND PLATFORM.

UNLESS OTHERWISE AGREED IN WRITING BY AN AUTHORIZED OFFICER OF INGRAM MICRO, ANY PROJECTIONS OR RECOMMENDATIONS PROVIDED BY INGRAM MICRO THROUGH THE PLATFORM ARE FOR INFORMATIONAL PURPOSES ONLY AND IN NO EVENT WILL INGRAM MICRO BE LIABLE FOR ANY LOSS OR DAMAGE RESULTING FROM YOUR USE OF SUCH INFORMATION.

You acknowledge and agree that you may be exposed to content that you may find offensive, indecent or objectionable and, that in such respect, you use Ingram Micro’s websites and Platform at your own risk.

4. CODE OF CONDUCT

You are solely responsible for the content of any communications by you with third parties, including any communications about, concerning or through the Platform.

You agree that you will not attempt to, nor permit any third party to, enter restricted areas of Ingram Micro’s computer systems or perform functions that you are not authorized to perform pursuant to these Terms of Use. Ingram Micro may, without notice, temporarily suspend your, or any other party’s access to the Platform (including, without limitation, any specific areas hosted within the Platform), by deactivating any password(s) or links to the Internet if we reasonably suspect that you, or any other parties, are obtaining unauthorized access to our other systems or information, or are using otherwise valid user identifications or passwords in any other unauthorized manner. These suspensions will be for such periods of time as Ingram Micro may in its sole discretion determine is necessary to permit the thorough investigation of such suspended activity.

While using the Platform you agree to comply with all applicable laws, rules and regulations (including, but not limited to, export/import laws and laws relating to privacy, obscenity, copyright, trademark, confidential information, trade secret, libel, slander or defamation). We reserve the right, in our sole discretion, to take any actions we deem necessary and appropriate to preserve the integrity of the Platform.

WE CANNOT AND DO NOT ASSURE THAT OTHER USERS ARE OR WILL BE COMPLYING WITH THE FOREGOING CODE OF CONDUCT OR ANY OTHER PROVISIONS OF THESE TERMS OF USE, AND, AS BETWEEN YOU AND US, YOU HEREBY ASSUME ALL RISK OF HARM OR INJURY RESULTING FROM ANY SUCH LACK OF COMPLIANCE.

5. AVAILABILITY

While we endeavor to keep downtime to a minimum, we do not guarantee that the Platform will be uninterrupted, secure or error-free. We reserve the right to interrupt/suspend the Platform, or any part thereof, with or without prior notice for any reason and you shall not be entitled to any refunds of fees for interruption of the Platform.

6. CURRENCY OF PLATFORM

Ingram Micro updates the information on the Platform periodically. However, Ingram Micro cannot guarantee or accept any responsibility or liability for the accuracy, currency or completeness of the information on the Platform. Ingram Micro may revise, supplement or delete information, services and/or the resources contained in the Platform and reserves the right to make such changes without prior notification to past, current or prospective visitors. Contact your Ingram Micro sales representative for verification of prices, specials and dates of promotions.

7. LINKED WEBSITES

The Platform may provide links to third party websites for your convenience only, including, without limitation, links to third parties that sell our products and social media sites such as Facebook, X (f/k/a Twitter), LinkedIn, and YouTube. The inclusion of these links does not imply that Ingram Micro monitors or endorses these websites or their respective practices. Ingram Micro does not accept any responsibility for such websites. Ingram Micro shall not be responsible or liable, directly or indirectly, for any damage or loss, caused or alleged to be caused by or in connection with the use of or the reliance upon any information, content, goods or services available on or through any third-party websites or linked resources. These Terms of Use and our Privacy Policy do not apply to your use of any third-party websites, so be sure to review any applicable terms and policies of third-party sites.

8. INTERNET SOFTWARE

Due to technical difficulties with the Internet, Internet software or transmission problems could produce inaccurate or incomplete copies of information contained on the Platform. Due to the ability to share certain content and materials, computer viruses or other destructive programs may also be inadvertently downloaded from the Platform.

Ingram Micro will not be responsible or liable for any software, computer viruses or other destructive, harmful or disruptive files or programs that may infect or otherwise impact your use of your computer equipment or other property on account of your access to, use of, or browsing on the Platform or your downloading of any of User Materials or other content from the Platform. Ingram Micro recommends that you install appropriate anti-virus or other protective software.

9. THIRD-PARTY OFFERINGS

Ingram Micro provides you with the ability to purchase or access a variety of product and service offerings made available by third-party providers, including third-party developed connector applications (“Third-Party Offerings”). EACH THIRD-PARTY OFFERING MAY BE SUBJECT TO SPECIFIC TERMS OF USE AND/OR PRIVACY POLICIES, WHICH MAY SUPERCEDE THE TERMS OF THESE TERMS OF USE. INGRAM MICRO ENCOURAGES YOU TO CAREFULLY READ THE TERMS OF USE AND/OR PRIVACY POLICY OF ANY THIRD-PARTY OFFERING BEFORE ACCESSING OR USING THAT THIRD-PARTY OFFERING.

Any questions, concerns or disputes that arise based on your use of a Third-Party Offering should be addressed with the developer of such Third-Party Offering and not with Ingram Micro. Ingram Micro does not warrant or support any Third-Party Offering. Ingram Micro is not responsible for any disclosure, use, modification or deletion of your data resulting from access or use of any such Third-Party Offering.

10. SWEEPSTAKES, CONTESTS AND GAMES

Any sweepstakes, contests, and games that are accessible through this Platform are governed by separate rules and terms and conditions, which are available on the Platform or upon request. By participating in any sweepstakes, contest, or game, you agree to abide by such rules and terms and conditions.

11. PROPRIETARY RIGHTS

The Platform, including all content, information, data, text, graphics, images, photographs, videos, audio, software, scripts, source code, object code, features, functionality, design, layout, and the selection, coordination, arrangement, and “look and feel” of the Platform (collectively, “Materials”) are owned by Ingram Micro or its licensors, and are protected by copyright, trademark, trade secret, and other intellectual property laws of the United States and other countries. All rights, titles, and interests in and to the Materials are and will remain the exclusive property of Ingram Micro and its licensors. Nothing in these Terms of Use will be deemed to convey to you any right, title, or interest in or to the Materials, or any copyrights, trademarks, service marks, or trade secrets, or any other intellectual property rights in or to the Materials, other than the limited license granted herein.

You may not modify, copy, distribute, frame, reproduce, republish, download, scrape, display, post, transmit, or sell in any form or media all or part of the Materials, the Platform, or any content or information accessed or available through the Platform, or any derivative works based on the foregoing, without Ingram Micro’s express prior written consent.

12. USER MATERIALS

You are responsible for any content you post or transmit to or through the Platform (“User Materials”). You represent and warrant that you own or have the necessary rights to use, reproduce, modify, and distribute the User Materials, and that your User Materials do not infringe or violate the rights of any third party. You agree to indemnify Ingram Micro for any claims arising from your User Materials.

13. PROHIBITED CONDUCT

You agree not to engage in any of the following prohibited activities: (i) copying, distributing, or disclosing any part of the Platform in any medium; (ii) reverse engineering or attempting to derive the source code of any software or other aspect of the Platform; (iii) selling, sublicensing, renting, leasing, or commercially using any part of the Platform; (iv) removing, obscuring, or altering any copyright or other proprietary rights notices; (v) using the Platform to transmit any viruses, worms, or other harmful code; or (vi) interfering with or disrupting the Platform or servers.

14. DISCLAIMER OF WARRANTIES

THE PLATFORM, MATERIALS, AND ALL SERVICES PROVIDED THROUGH THE PLATFORM ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. INGRAM MICRO DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ANY DEFECTS WILL BE CORRECTED.

15. LIMITATION OF LIABILITY

IN NO EVENT SHALL INGRAM MICRO OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (I) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE PLATFORM; (II) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE PLATFORM; OR (III) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT.

IN ANY EVENT, OUR TOTAL MAXIMUM AGGREGATE LIABILITY UNDER THESE TERMS OF USE OR THE USE OR EXPLOITATION OF ANY OR ALL PART OF THE PLATFORM OR THE MATERIALS IN ANY MANNER WHATSOEVER IS LIMITED TO FIVE ($5.00) US DOLLARS.

THE CONSIDERATION BEING PAID HEREUNDER DOES NOT INCLUDE ANY CONSIDERATION FOR US TO ASSUME ANY RISKS BEYOND THOSE EXPRESSLY ASSUMED HEREIN AND IF ANY SUCH RISKS WERE TO BE ASSUMED BY US, WE WOULD NOT HAVE ENTERED INTO THIS AGREEMENT WITHOUT CHARGING SUBSTANTIALLY HIGHER FEES.

SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

16. INDEMNIFICATION

You agree to, upon request, defend, indemnify and hold harmless Ingram Micro, its affiliates, and their respective directors, officers, employees, shareholders, partners, or agents from any and all liabilities, claims, demands, losses and expenses, including attorneys’ fees, which arise directly or indirectly from, or relate to: (1) any breach of these Terms of Use for which you are responsible; (2) any User Materials submitted by you or through your Account; or (3) your use of the Platform or transmission of any materials or other content through the Platform. We reserve the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you shall not in any event settle any such matter without our prior written consent. This indemnification section will survive any termination or expiration of these Terms of Use.

17. CONTACTING INGRAM MICRO

If you need to contact us regarding the Platform or these Terms of Use, please e-mail us at legaldept@ingrammicro.com. You can also contact us via mail addressed to Ingram Micro Inc., 3351 Michelson Drive, Suite #100, Irvine, CA 92612.

18. YOUR COMMENTS

Feel free to email your comments, suggestions and feedback (“Comments”) to Ingram Micro at the e-mail addresses provided in the Platform. You agree with respect to any Comments you provide, via e-mail or otherwise, that: (i) we have no obligation concerning such Comments; (ii) such Comments are non-confidential; (iii) we may use, disclose, distribute or copy such Comments and may use any ideas, concepts or know-how contained in such Comments for any purpose and without restriction or obligation to you and without payment of any royalties to you; and (iv) such Comments are truthful and do not violate the legal rights of others.

19. ACCESS RELATED TO ALLEGED VIOLATIONS

To ensure that we provide a high quality experience for you and for other users of the Platform, you agree that we may access your Account and all information and any records related thereto on a case-by-case basis to investigate complaints or allegations of abuse, infringement of third party rights, or other unauthorized uses of the Platform, and you agree to give us full access to your Account and all information and records related thereto without the need for additional authorization and without any claim to privacy or other rights to such Account and related information and records.

We do not intend to disclose the existence or occurrence of such an investigation unless required by law or if requested by law enforcement officials, but Ingram Micro reserves the right to terminate your Account or your access to the Platform immediately, with or without notice to you, and without liability to you, if we believe you have violated any of these Terms of Use, furnished false or misleading information, or interfered with use of the Platform by others.

20. MISCELLANEOUS

These Terms of Use are governed by and construed in accordance with the laws of the State of California and the United States of America, without regard to their respective principles of conflicts of law. You agree to the exclusive personal jurisdiction by the federal and state courts located in Orange County, California, United States of America, in any matter arising from or related to these Terms of Use and your use of the Platform and you waive any jurisdictional, venue, or inconvenient forum objections to such courts. The parties agree that all notices hereunder will be in the English language only. If any provision of these Terms of Use is found to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Use and shall not affect the validity and enforceability of any remaining provisions. These Terms of Use set out the entire agreement between us relating to the subject matter herein and supersede any and all prior or contemporaneous written or oral agreements between us; however, you acknowledge and agree that your purchase, procurement and/or use of any products or services from Ingram Micro may be subject to additional terms and conditions as set forth in a separate agreement between you and Ingram Micro and that these Terms of Use are in addition to any terms and conditions therein. These Terms of Use are not assignable, transferable or sub-licensable by you except with our prior written consent. These Terms of Use provide only for the use of the Platform. These Terms of Use shall not be construed as a teaming, joint venture, or other such arrangement, unless the parties expressly and explicitly execute an agreement to that effect. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained in these Terms of Use is inserted only as a matter of convenience and in no way defines or explains any section or provision hereof.

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