(a) Minimum Advertised Price Policy (effective in the U.S. and Canada only). SonicWall has a Minimum Advertised Price policy as described in the Partner Portal (“MAP Policy”). The MAP Policy is a unilateral policy from SonicWall and is not part of this Agreement or any agreement between you and SonicWall. Failure to adhere to the MAP Policy may result in the loss of Benefits.
(b) Change in Terms or Termination of Program. SonicWall may, in its sole discretion, change the terms of the Program or terminate the Program at any time, in whole or in part, for all participants, or for you alone, with or without cause, and without prior written notice. Changes will be provided by posting them, or the Agreement with the changes incorporated, on the Partner Portal. You agree to check the Partner Portal periodically for changes. If any change in terms is unacceptable to you, your sole recourse is to terminate your participation in the Program. If you continue to participate in the Program, such participation will constitute your binding acceptance of the change. Additional or different terms in any written communication from you are void and any use of forms, such as purchase orders, invoices, etc., are for convenience only, and any terms set forth therein that are in addition to, inconsistent or in conflict with the terms of this Agreement shall be given no force and effect.
(c) Entire Agreement, Interpretation. This Agreement, including the terms in the Partner Portal, all Program guides, policies, requirements, special instructions, and conditions published on the Partner Portal or other SonicWALL websites or communicated to you from time to time constitutes the entire agreement between you and SonicWALL regarding the Program. Both parties expressly disclaim any reliance on any oral statements, representations, or courses of conduct, including any right to continue to participate in the Program other than as provided herein. The language in this Agreement shall be construed in accordance to its plain meaning and not strictly for or against any one or more of the parties hereto. In the event of any conflict between this Agreement and any other terms referenced herein or posted on the SonicWall Partner Portal web site, the terms of this Agreement shall prevail. “Including” means “including but not limited to”. Section headings are for convenience only.
(d) Independent Contractors. You and SonicWall are independent contractors and shall have no authority to bind the other. Neither this Agreement nor your participation in the Program shall be deemed to create a partnership, agency, joint venture, franchise, or other similar arrangement, and the employees, agents, or representatives of one party shall not be deemed to be employees, agents, or representatives of the other party. You acknowledge that use of the term “partner” in the Program name, materials, and administration does not constitute or imply a partnership or any other fiduciary relationship.
(e) Notices. All notices must be in English. Notices to SonicWall must be sent to firstname.lastname@example.org. Notices to you will be sent to your email address on record with SonicWall.
(f) Choice of Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to conflicts-of-laws principles or to the United Nations Convention on Contracts for the International Sale of Goods. You hereby agree that the exclusive jurisdiction for any and all disputes regarding this Agreement and the Program shall be Santa Clara County, California.
(g) Severability. If any provision of this Agreement is held to be unlawful, void, or unenforceable by a court of competent jurisdiction, that provision shall be severed from this Agreement and not affect the validity and enforceability of the remaining provisions.
( h ) Waiver. If SonicWall waives or fails to act with respect to your breach or anyone else’s breach on any occasion, SonicWall is not waiving its right to act with respect to future or similar breaches by you or anyone else.
(i) Assignment. You may not assign this Agreement, or any Benefits under the Program, to any third party without the express prior written consent of SonicWall. SonicWall may assign this Agreement.
(j) English Language Controls. The parties confirm that it is their wish that this Agreement, as well as other documents relating to this Agreement, including all notices, have been and will be drawn up in the English language only. Les parties aux présentes confirment leur volonté que cette convention, de même que tous les documents, y compris tout avis, qui s’y rattachent, soient rédiges en langue anglaise. The English language version of this Agreement shall control even if it is translated into another language.
By accepting this Agreement, I confirm that (i) I am the person named below, (ii) the email address below is accurate and belongs to the Partner I am representing, (iii) I have authority to accept this Agreement on behalf of the Partner applying to become a member of the Program, (iv) I have read this Agreement in its entirety, and (v) I agree to its terms on behalf of Partner.
Effective 1 November 2016