CHANNEL PARTNER END USER TERMS(For use only in the United States & Canada)
These Channel Partner End User Terms (the “Agreement”) establishes the terms under which SUPPLIERS offers to makeavailable to an End User the license for Software and the warranty and Support Services for Equipment and Software. For
purposes of this Agreement, an “End User is a purchaser of Equipment or Software licenses and/or related Support Services
from an SUPPLIERS Channel Partner, for use by the End User within the US or Canada, for its internal productive use andnot for further resale or delivery of services to third parties. “SUPPLIERS” means EMC Corporation for Products purchased
and used within the US and means EMC Corporation of Canada for Products used within Canada.
1. DEFINITIONS.
A. “Affiliate” means a legal entity that is controlled by,controls, or is under common control with SUPPLIERS or
End User, respectively. “Control” means more than 50%of the voting power or ownership interests.
B. “Customer Support Tools” means any software orother tools made available by SUPPLIERS to End User toenable End User to perform various self-maintenanceactivities.
C. “SUPPLIERS Channel Partner” means a reseller,
distributor or system integrator that is authorized by
SUPPLIERS to sell Equipment, Software licenses andSupport Services. The term shall also refer to any third
party duly authorized by an SUPPLIERS Channel Partner
to do the same.
C. “Documentation” means the then-current, generally
available, written user manuals and online help andguides provided by SUPPLIERS for Products.
D. “Installation Site” means the ship-to address or otherlocation identified in writing by the SUPPLIERS Channel
Partner or End User as the site of installation and/or useof a Product, or a subsequent location approved by
SUPPLIERS.
E. “Maintenance Aids” mean any hardware, software orother tools, other than Customer Support Tools, used by
SUPPLIERS to perform diagnostic or remedial activities
on Products.
F. “Products” mean “Equipment” (which is the
hardware delivered to End User) and/or “Software”(which is any programming code made available by
SUPPLIERS to End User as a standard product, also
including microcode, firmware and operating system
software). Products do not include any non SUPPLIERS
branded third party products.
G. “Product Notice” means the Product and Services
related information posted at the applicable SUPPLIERS
website at the time that the SUPPLIERS Channel Partner
orders the Products from SUPPLIERS. The website iscurrently
locatedat
http://www.Suppliers.com/products/warranty_maintenance/index.jsp.
H. “Services” mean (i) services for the support andmaintenance of Products (“Support Services”) as set
forth in Attachment 1 to this Agreement; or (ii) consulting,installation, implementation, or other services that are not
Channel Partner End User Terms v10Dec19

Support Services (“Professional Services”) as set forthin Attachment 2 to this Agreement.
I. “Software Release” means any subsequent versionof Software provided by SUPPLIERS after the initial
version of Software has been made available to End User,
but does not mean a new Product.
J. “Service Brief” means a document agreed between
End User and SUPPLIERS containing specifications andother transaction-specific details of the Professional
Services to be provided by SUPPLIERS, and may take theform of a separately executed, long form services
specification; or a short form service description with anaccompanying SUPPLIERS model number identified on aquote provided by an SUPPLIERS Channel Partner.
K. “Supplier(s)” means an entity (other than End User)
whose components, subassemblies, software and/or
services have been incorporated into Products and/or
Services.
2. DELIVERY AND INSTALLATION.
A. Product Installation and Acceptance. All Products
will be deemed to be delivered and accepted (“Delivery”)
upon (i) delivery of the Equipment or physical media to acommoncarrier
selected
by
SUPPLIERSat
SUPPLIERS’s designated point of shipment; or(ii) transmission of a notice of availability for download(accompanied by the license key when required by
SUPPLIERS). Notwithstanding such acceptance, End
User retains all rights and remedies set forth in the Section
entitled “Product Warranty.”
3. LICENSE TERMS.
A. General License Grant. Subject to End User’s
compliance with this Agreement, SUPPLIERS grants to
End User a non-exclusive, non-transferable (except as
specified in this Agreement) license to use the Softwareand the Documentation during the period of the licensesolely for End User's internal business operations. Unlessotherwise indicated in this Agreement or the applicable
SUPPLIERS quote to the Channel Partner, licenses
granted to End User will be perpetual, will be for use ofobject code only, and will commence on Delivery. Use of
Software may require End User to complete
SUPPLIERS’s then current product registration process, ifany, to obtain and input an authorization key or license file.
B. Licensing Models. Software is licensed for use onlyin accordance with the commercial terms and restrictionsof the Software’s relevant licensing model, which are
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stated in the Product Notice and/or SUPPLIERS quote to
the Channel Partner. For example, the licensing model
may provide that Software is licensed for use solely (i) fora certain number of licensing units; (ii) on or in connection
with a certain piece equipment, CPU, network or otherhardware environment; and/or (iii) for a specified amountof storage capacity. Microcode, firmware or operating
system software needed by the Equipment with which it isshipped to perform its basic functions, is licensed for use
solely on such Equipment.
C. Copying Permitted. End User may copy the Softwareand Documentation as necessary to install and run thequantity of copies licensed, but otherwise for archival
purposes only.
D. License Restrictions. Without SUPPLIERS’s priorwritten consent, End User must not, and must not allow
any third party to: (i) use Software in an application
services provider, service bureau, or similar capacity forthe benefit of third parties; (ii) disclose to any third party
the results of any benchmarking testing or comparative orcompetitive analyses of SUPPLIERS’s Products done byor on behalf of End User; (iii) make available Software in
any form to anyone other than End User’s employees orcontractors reasonably acceptable to SUPPLIERS andwhich require access to use Software on behalf of End
User in a matter permitted by this Agreement; (iv) transfer
or sublicense Software or Documentation to an Affiliate or
any third party; (v) use Software in conflict with the terms
and restrictions of the Software’s licensing model andother requirements specified in the Product Notice and/or
SUPPLIERS quote; (vi) except to the extent permitted byapplicable law, modify, translate, enhance, or create
derivative works from the Software, or reverse assemble
or disassemble, reverse engineer, decompile, orotherwise attempt to derive source code from theSoftware; (vii) remove any copyright or other proprietary
notices on or in any copies of Software; or (viii) violate or
circumvent any technological restrictions within the
Software or specified in this Agreement.
E. Software Releases. Software Releases shall be
subject to the license terms applicable to Software.
F. Records and Audit. During the license term for
Software and for two (2) years after its expiration or
termination, End User will maintain accurate records of its
use of the Software sufficient to show compliance with theterms of this Agreement. During this period, SUPPLIERS
will have the right to audit End User’s use of the Software
to confirm compliance with the terms of this Agreement.
That audit is subject to reasonable notice by SUPPLIERS
and will not unreasonably interfere with End User’s
business activities. SUPPLIERS may conduct no morethan one (1) audit in any twelve (12) month period, andonly during normal business hours. End User willreasonably cooperate with SUPPLIERS and any third
party auditor and will, without prejudice to other rights of
SUPPLIERS, address any non-compliance identified by
the audit by promptly procuring additional licenses. End
User will promptly reimburse SUPPLIERS for all
reasonable costs of the audit if the audit reveals either
Channel Partner End User Terms v10Dec19

underpayment of more than five (5%) percent of the
Software fees payable by End User for the period audited,or that End User has materially failed to maintain accurate
records of Software use.
G. Termination of License. SUPPLIERS may terminate
licenses for cause if End User breaches the terms
governing use of Software and fails to cure within thirty(30) days after receipt of SUPPLIERS’s written notice
thereof. Upon termination of a license, End User shallcease all use and return or certify destruction of applicable
Software (including copies) to SUPPLIERS.
H. Reserved Rights. SUPPLIERS reserves all rights not
expressly granted to End User and does not transfer any
ownership rights in any Software.
I. Other License Terms. If a particular Product orcomponent is provided with its own license terms(“Separate License Terms”), typically in the form of a(i) "click-to-accept" agreement included as part of theinstallation and/or download process, or (ii) "shrink-wrap"
agreement included in the packaging for the Product, or(iii) notice indicating that by installation and/or use thereof
the related license terms apply, then, in case of conflictwith the terms of this Agreement, such Separate License
Terms shall (a) prevail with regard to Products orcomponents for which SUPPLIERS is not the licensor; and(b) not prevail with regard to a Product or component for
which SUPPLIERS is the licensor.
4. PRODUCT WARRANTY.
A. Equipment and Software Media.
SUPPLIERS
warrants that (i) Equipment, and Equipment upgrades
installed into Equipment, when purchased from an
SUPPLIERS Channel Partner and operated with normal
usage and regular recommended service; and (ii) thephysical media, if any, on which Software is provided by
SUPPLIERS or via an SUPPLIERS Channel Partner, shallbe free from material defects in materials andworkmanship, and perform substantially in accordancewith Documentation provided for Equipment or thephysical media until the expiration of the warranty period.
Unless otherwise noted on the Product Notice, thewarranty coverage for the microcode, firmware oroperating system software that enables Equipment toperform as described in its Documentation shall be no lessthan that which applies to such Equipment. To the extent
specified in the Product Notice, Support Services in theform of the Support Option noted on the Product Notice
are included free of charge during the Equipment warranty
period. In some cases, a Support Option upgrade during
the Equipment warranty period may be available byseparate purchase.
B. Equipment and Software Media Warranty Duration.
The warranty period from SUPPLIERS for Products shallbe as set forth at the Product Notice. Equipment warranty
commences upon Delivery (as defined in Section 2.A
above). Equipment upgrades and replacement parts are
warranted in the same manner as the Equipment in whichsuch are installed from Delivery thereof until the end of thewarranty period for the Equipment into which such are
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installed. The warranty for physical media for Software, ifany, is ninety (90) days and commences upon Delivery.
C. Equipment and Software Media Warranty
Remedies. SUPPLIERS’s entire liability and End User’s
exclusive remedies under the Equipment and physicalmedia for Software warranties described in this Section 5
shall be for SUPPLIERS, at its option, to remedy the noncompliance or to replace the affected Product, and if
SUPPLIERS is unable to effect such within a reasonable
time, then SUPPLIERS shall refund the amount paid by
End User for the affected Product as depreciated on astraight line basis over a five (5) year period, upon returnof such Product to SUPPLIERS. All replaced Products or
portions thereof shall be returned to and become theproperty of SUPPLIERS. If such replacement is not so
returned, End User shall pay SUPPLIERS’s then current
spare parts price therefore. SUPPLIERS shall have noliability hereunder after expiration of the applicablewarranty period.
D. Software Warranty, Duration and Remedy.
SUPPLIERS warrants to End User that the Software will,
for a period of ninety (90) days following Delivery(“Software Warranty Period”), substantially conform to
the applicable Documentation, provided that the Software:(i) has been properly installed and used at all times inaccordance with the applicable Documentation; and(ii) has not been modified or added to by persons otherthan SUPPLIERS or its authorized representative.
SUPPLIERS will, at its own expense and as its soleobligation and End User’s exclusive remedy for any
breach of this warranty, either replace that Software or
correct any reproducible error in that Software reported to
SUPPLIERS by End User in writing during the Software
Warranty Period. If SUPPLIERS determines that it isunable to correct the error or replace the Software,
SUPPLIERS will refund to End User the amount paid by
End User for that Software, in which case the license forthat Software will terminate.
E. Exclusions. Warranty does not cover problems thatarise from (i) accident or neglect by End User or any third
party; (ii) any third party items or services with which theProduct is used or other causes beyond SUPPLIERS’s
control; (iii) installation, operation or use not in accordancewith SUPPLIERS’s instructions or the applicable
Documentation; (iv) use in an environment, in a manner orfor a purpose for which the Product was not designed;(v) modification, alteration or repair by anyone other than
SUPPLIERS or its authorized representatives; or (vi) incase of Equipment only, causes not attributable to normal
wear and tear. SUPPLIERS has no obligation whatsoever
for Software installed or used beyond the licensed use, for
Equipment which was moved from the Installation Site
without SUPPLIERS’s consent or whose originalidentification marks have been altered or removed.
F.
Service Enabled Channel Partners.
Certain
SUPPLIERS Channel Partners may provide their own
warranty services, which may include remote service
and/or onsite repair. Where End User orders SUPPLIERS
Products from such a service enabled SUPPLIERS
Channel Partner End User Terms v10Dec19

Channel Partner (confirm status with your SUPPLIERS
Channel Partner), the terms of this Section 5, subparts AE shall not apply to such Products, and End User shalllook solely to the service-enabled SUPPLIERS Channel
Partner for warranty claims.
G. Disclaimer of Warranty.
OTHER THAN THE
WARRANTIES SET FORTH IN THIS AGREEMENT, AND
TO THE MAXIMUM EXTENT PERMITTED BYAPPLICABLE LAW, SUPPLIERS AND ITS SUPPLIERS
MAKE NO OTHER EXPRESS WARRANTIES UNDER
THIS AGREEMENT, AND DISCLAIM ALL IMPLIEDWARRANTIES OF MERCHANTABILITY, FITNESS FOR
A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT, AND ANY WARRANTY ARISING BYSTATUTE, OPERATION OF LAW, COURSE OF
DEALING OR PERFORMANCE, OR USAGE OF TRADE.
SUPPLIERS AND ITS SUPPLIERS DO NOT WARRANT
THATTHE
SOFTWAREWILL
OPERATEUNINTERRUPTED OR THAT IT WILL BE FREE FROM
DEFECTS OR THAT IT WILL MEET END USER’SREQUIREMENTS.
5. INDEMNITY. SUPPLIERS shall (i) at its own expense,
defend End User against any third party claim that a
Product as provided by SUPPLIERS to End User infringes
a patent or copyright enforceable in a country that is asignatory to the Berne Convention; and (ii) pay the
resulting costs and damages finally awarded against End
User by a court of competent jurisdiction to the extent thatsuch are the result of the third party claim, or pay theamounts stated in a written settlement negotiated andapproved by SUPPLIERS. The foregoing obligations are
subject to the following: End User (a) notifies SUPPLIERS
promptly in writing of such claim; (b) grants SUPPLIERS
sole control over the defense and settlement thereof;(c) reasonably cooperates in response to an SUPPLIERS
request for assistance and information; and (d) is not inmaterial breach of this Agreement. Should any such
Product become, or in SUPPLIERS’s opinion be likely to
become, the subject of such a claim, SUPPLIERS may, at
its option and expense, (1) procure for End User the rightto make continued use thereof; (2) replace or modify such
so that it becomes non-infringing; or (3) if, in
SUPPLIERS’s opinion, neither of the foregoing arereasonably available, SUPPLIERS shall notify End User
to return the Product and, upon receipt thereof,
SUPPLIERS shall refund the price paid by End User, lessstraight-line depreciation based on a five (5) year usefullife for Products. SUPPLIERS shall have no obligation or
liability to the extent that the alleged infringement arises
out of or relates to: (A) combination, operation or use of a
Product as Delivered by SUPPLIERS with any products,
services, items, or technology that (i) were not provided by
SUPPLIERS; or (ii) were provided by SUPPLIERS but
were obtained by SUPPLIERS from a third party (such as
an SUPPLIERS Select Product, Brokerage Product or any
other technology, item or service not developed,
performed or manufactured by SUPPLIERS), except if
provided by SUPPLIERS as an embedded component of
an SUPPLIERS Product; (B) use for a purpose or in a
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manner for which the Product was not designed or use
after SUPPLIERS notifies End User to cease such use
due to a possible or pending claim of infringement; (C) any
modification made by any person other than SUPPLIERS
or its authorized representatives; (D) any modifications to
a Product made by SUPPLIERS pursuant to instructions,designs, specifications or any other information provided
to SUPPLIERS by or on behalf of End User; (E) use of any
version of a Product when an upgrade or newer iterationof the Product made available by SUPPLIERS would haveavoided the infringement; (F) services provided by End
User and/or any revenue End User derives therefrom; or(G) any data or information which End User or a third party
records on or utilizes in connection with Products. THISSECTION STATES END USER’S SOLE AND
EXCLUSIVE REMEDY AND SUPPLIERS’S ENTIRE
LIABILITY FOR INFRINGEMENT CLAIMS PERTAINING
TO PRODUCTS.
6. LIMITATION OF LIABILITY.
A. Limitation on Direct Damages. EXCEPT WITHRESPECT TO CLAIMS PURSUANT TO SECTION 5
ABOVE, SUPPLIERS’S TOTAL LIABILITY AND END
USER’S SOLE AND EXCLUSIVE REMEDY FOR ANY
CLAIM OF ANY TYPE WHATSOEVER, ARISING OUTOF PRODUCT OR SERVICE PROVIDED HEREUNDER,SHALL BE LIMITED TO PROVEN DIRECT DAMAGESCAUSED BY SUPPLIERS’S SOLE NEGLIGENCE IN AN
AMOUNT NOT TO EXCEED (i) US$1,000,000, FOR
DAMAGE TO REAL OR TANGIBLE PERSONALPROPERTY; AND (ii) THE PRICE PAID TO SUPPLIERS
FOR THE SPECIFIC SERVICE (CALCULATED ON AN
ANNUAL BASIS, WHEN APPLICABLE) OR PRODUCTFROM WHICH SUCH CLAIM ARISES, FOR DAMAGE
OF ANY TYPE NOT IDENTIFIED IN (i) ABOVE OR
OTHERWISE EXCLUDED HEREUNDER.
B. No Indirect Damages. EXCEPT WITH RESPECT TO
CLAIMS REGARDING VIOLATION OF SUPPLIERS’SINTELLECTUAL PROPERTY RIGHTS, NEITHER END
USER NOR SUPPLIERS SHALL HAVE LIABILITY TO
THE OTHER FOR ANY SPECIAL, CONSEQUENTIAL,
EXEMPLARY, INCIDENTAL, OR INDIRECT DAMAGES(INCLUDING, BUT NOT LIMITED TO, LOSS OF
PROFITS, REVENUES, DATA AND/OR USE), EVEN IF
ADVISED OF THE POSSIBILITY THEREOF.
C. Regular Back-ups. As part of its obligation to mitigate
damages, End User shall take reasonable data back-up
measures. In particular, End User shall provide for a daily
back-up process and back-up the relevant data before
SUPPLIERS performs any remedial, upgrade or otherworks on End User’s production systems. To the extent
SUPPLIERS’s liability for loss of data is not anyway
excluded under this Agreement, SUPPLIERS shall in caseof data losses only be liable for the typical effort to recover
the data which would have accrued if End User had
appropriately backed up its data.
D. Limitation Period. All claims must be made within(i) the time period specified by applicable law; or(ii) eighteen (18) months after the cause of action accrues
if (a) no such period is specified at law; or (b) the
Channel Partner End User Terms v10Dec19

applicable law allows the parties to agree to a shorter
period than that specified therein.
E. Suppliers. The foregoing limitations shall also apply
in favor of SUPPLIERS’s Suppliers.
7. LEASING TRANSACTIONS.
A. General. From time to time, End User may obtain“Leased Products” (meaning Products made available
by SUPPLIERS through an SUPPLIERS Channel Partner
to End User which may be subsequently leased to End
User pursuant to a separate lease or financing agreement
consisting of a “Master Lease Agreement” and related
product specific lease supplements). However, the termsof this Agreement shall govern End User’s use of Leased
Products and any Services identified in the applicable
lease supplement subject to the exceptions set forth
immediately below.
B. Exceptions. For Leased Products: (i) no title shallpass to End User, but shall remain with SUPPLIERS or its
designee; (ii) in lieu of a refund, if any, due from
SUPPLIERS to End User pursuant to a claim underwarranty or of indemnification for patent or copyright
infringement, SUPPLIERS shall assume all of End User’s
remaining lease obligations for the affected Leased
Products. Notwithstanding the termination terms of thisAgreement or any applicable Service Brief, if Support
Services fees and/or Professional Services fees arefinanced with SUPPLIERS under a Master Lease
Agreement, payment of such fees shall be made inaccordance with the terms of the Master Lease
Agreement and applicable lease supplement and shallcontinue unabated in accordance with the terms andconditions thereof.
8. CONFIDENTIALITY.
“Confidential Information”
means any information that is marked “confidential” or“proprietary” or any other similar term or in relation towhich its confidentiality should by its nature be inferred or,if disclosed orally, is identified as being confidential at thetime of disclosure and, within two (2) weeks thereafter, issummarized, appropriately labeled and provided intangible form. Confidential Information does not include
information that is (i) rightfully in the receiving party’s
possession without prior obligation of confidentiality fromthe disclosing party; (ii) a matter of public knowledge;(iii) rightfully furnished to the receiving party by a third
party
without
confidentiality
restriction;or(iv) independently developed by the receiving party
without reference to the disclosing party's Confidential
Information. Each party shall (a) use Confidential
Information of the other party only for the purposes of
exercising rights or performing obligations in connection
with this Agreement; and (b) protect from disclosure to any
third parties, by use of a standard of care equivalent tothat as used by recipient to protect its own information ofa similar nature and importance, and, no less than the useof reasonable care, any Confidential Information disclosedby the other party. The obligation of confidentiality will
apply for a period commencing upon the date of disclosure
until three (3) years thereafter, except with respect to(1) End User data to which SUPPLIERS may have access
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in connection with the provision of Services, which shallremain Confidential Information until one of the exceptions
stated in the above definition of Confidential Information
applies; and (2) Confidential Information that constitutes,
contains or reveals, in whole or in part, SUPPLIERS
proprietary rights, which shall not be disclosed by thereceiving party at any time. Notwithstanding the foregoing,
the receiving party may disclose Confidential Information(A) to its Affiliate for the purpose of fulfilling its obligations
or exercising its rights hereunder as long as such Affiliatecomplies with the foregoing; and (B) to the extent requiredby law (provided the receiving party has given the disclosing
party prompt notice).
9. TRADE COMPLIANCE. All content, Services and thetechnology included therein (collectively the “Materials”)
provided under this Agreement are subject togovernmental restrictions on exports and imports
including without limitation (i) exports from the U.S and theEuropean Union as well as re-export from third countries
in the form received; (ii) exports from other countries inwhich the Materials may be produced or located; (iii)
disclosures of technology to non-U.S persons; (iv) exports
from other countries of the same or products derivative ofMaterials; and (v) the importation and/or use the Materials
outside of the U.S. or other countries (collectively, “Trade
Laws”). End User must comply with all Trade Laws.
Diversion contrary to U.S. law or other Trade Laws is
expressly prohibited. In addition, End User shall not sendor deliver to SUPPLIERS any data controlled by theInternational Traffic in Arms Regulations (“ITAR”), andshall not request Materials or Service from SUPPLIERS
where an ITAR license is required in order for
SUPPLIERS to provide such Materials or Service, unless
the SUPPLIERS Global Trade Compliance Group Officehas signed a specific agreement consenting to provide
ITAR controlled Materials or Service to End User. End
User represents and warrants that it is not (a) listed on anyof the lists of restricted parties found at
http://www.bis.doc.gov/index.php/policy-guidance/lists-ofparties-of-concern; (b) located in any country subject toembargo by the U.S. (identified as an E:1 country in
Supplement 1 to Part 740 of the United States Export
Administration Regulations (“EAR”), as shown here andupdated from time to time: http://www.ecfr.gov/cgibin/textidx?SID=7f51b38428b0614519eea4b4fdc8640e&node=1
5:2.1.3.4.25.0.1.21.28&rgn=div9; or (c) engaged in the
proliferation of weapons of mass destruction (i.e., nuclear,chemical or biological weapons or missiles). End User will
not participate or ask SUPPLIERS to participate in any
illegal boycott.
10. TERM AND TERMINATION.
A. Term of Agreement. The term of the Agreement
begins on the Effective Date and continues until theAgreement is terminated (i) in accordance with thisSection 10, or (ii) or until End User ceases to use orpossess the Products or receive the Services (“Term”).

Channel Partner End User Terms v10Dec19

B. Termination of Agreement. The Agreement may beterminated by either party at any time, effective sixty (60)days after delivery of written notice to the other party. Any
provision will survive any termination or expiration if by its
nature and context it is intended to survive, including
provisions relating to records and audit, confidentiality andliability.
11. MISCELLANEOUS.
A. References. SUPPLIERS may identify End User as auser of SUPPLIERS’s Products and/or Services. Eachparty shall not, and shall not authorize or assist anotherto, originate, produce, issue or release any written
publicity, news release, marketing collateral or otherpublication or public announcement, relating in any way tothis Agreement, without the prior written approval of theother, which approval shall not be unreasonably withheld.
B. Notices. Any notices hereunder shall be in writing.
C. Entire Agreement. This Agreement, the Exhibits
identified in subsection J below and each purchase order(i) comprise the complete statement of the agreement of
the parties with regard to the subject matter thereof; and(ii) may be modified only in a writing with evidence of
acceptance by both parties.
D. Force Majeure. Neither party will be liable for failure
to perform its obligations during any period if performanceis delayed or rendered impracticable or impossible due tocircumstances beyond that party’s reasonable control.
E. Assignment. End User will not assign this Agreement
or a purchase order or any right or obligation herein ordelegate any performance without SUPPLIERS’s priorwritten consent, which consent will not be unreasonably
withheld. Any other attempted assignment or transfer by
End User will be void. SUPPLIERS may use its Affiliates
or other sufficiently qualified subcontractors to provide
Services to End User, provided that SUPPLIERS remains
responsible to End User for the Services’ performance.
F. Governing Law. This Agreement is governed by thelaws of the State of Texas (excluding its conflict of law
rules) and the federal laws of the United States. The U.N.
Convention on Contracts for the International Sale ofGoods does not apply. To the extent permitted by law, thestate and federal courts located in Texas will haveexclusive jurisdiction for any Disputes. Customer and
Suppliers agree to submit to the personal jurisdiction of
the state and federal courts located within Travis or
Williamson County, Texas, and agree to waive any and all
objections to the exercise of jurisdiction over the parties
by those courts and to venue in those courts..
G. Waiver.
Failure to enforce a provision of thisAgreement will not constitute a waiver.
H. Independent Contractors. The parties shall act as
independent contractors for all purposes under thisAgreement. Nothing contained herein shall be deemed toconstitute either party as an agent or representative of theother party, or both parties as joint venturers or partners
for any purpose. Neither party shall be responsible for theacts or omissions of the other party, and neither party shallhave authority to speak for, represent or obligate the other
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party in any way without the prior written approval of theother party.
I. Severability. If any part of this Agreement, purchaseorder, quote or Statement of Work is held unenforceable,
the validity of all remaining parts will not be affected.
J. Exhibits. The following Exhibits form part of thisAgreement, and in the event of a conflict between an
Exhibit and the main terms of this Agreement, the termsof the Exhibit shall prevail.
Attachment 1 – Support Services Exhibit
Attachment 2 – Professional Services Exhibit
Attachment 3 – Pivotal™ Products Exhibit
12. COUNTRY SPECIFIC TERMS.
A. CANADA. The terms in this subsection A apply only
when SUPPLIERS means SUPPLIERS Corporation of
Canada.
1. Section 2.A (Delivery). The first sentence isdeleted in its entirety and replaced with: “All Products
will be deemed to be delivered and accepted(“Delivery”) upon the following (as applicable) (i) title
and risk of loss to Equipment or physical media, if any,transfers to End User at the time and place that theEquipment or media, if any, clears Canadian Customs;

Channel Partner End User Terms v10Dec19

or (ii) transmission of a notice of availability for
download (accompanied by the license key whenrequired by SUPPLIERS)”
2.
Section 12 (MISCELLANEOUS).
(a) Section 12.F Governing Law. The first andsecond sentences are deleted in their entirety andreplaced with: “This Agreement is governed by thelaws of the Province of Ontario, Canada, excluding its
conflict of laws rules. To the extent permitted by law,the courts located in the Province of Ontario will be theexclusive jurisdiction for disputes arising out of or inconnection with this Agreement.
(b) Add the following as new subsection K:
K. Language. The parties have required that thisAgreement be drawn up in English and have also
agreed that all notices or other documents requiredby or contemplated in this Agreement be written in
English.
Les parties ont requis que cette convention soit
rédigée en anglais et ont également convenu que
tout avis ou autre document exigé aux termes desprésentes ou découlant de l'une quelconque de ses
dispositions sera préparé en anglais.

Page 6 of 12

Attachment 1 to End User License and Support Services Agreement
Support Services Exhibit
This Support Services Exhibit (“Exhibit”) sets forth the terms governing the provision of Support Services ordered by End
User from an SUPPLIERS Channel Partner who provides that the Agreement shall govern orders for Support Services
performed by SUPPLIERS during or after the applicable warranty period.
1. DEFINITIONS.
A. All definitions set forth in the main body of the Agreement
shall also apply to this Exhibit.
B. “SUPPLIERS Service Area” means the area that iswithin (i) one hundred (100) drivable miles of an
SUPPLIERS service location; and (ii) the same country as
the SUPPLIERS service location.
C. “Time and Materials Service” means any maintenanceor support service that is provided by SUPPLIERS but notpart of fixed-fee Support Services or other generally
available service related offering from SUPPLIERS using a
pre-established fee, but which will be separately charged to
End User on a time and materials basis and may be madeavailable under a separate set of Time and Materials
Services terms and conditions.
2. SUPPORT SERVICES.
A. Scope. The contents of Support Services for each
Product (the “Support Option”) are set forth in the ProductNotice, and unless otherwise indicated in the ProductNotice, consist of (i) using commercially reasonable efforts
to remedy failures of Products to perform substantially inaccordance with SUPPLIERS’s applicable Documentation;(ii) providing English-language (or, where available, local
language) help line service (via telephone or otherelectronic media); and (iii) providing, or enabling End User
to download Software Releases and Documentation
updates made generally available by SUPPLIERS at no
additional charge to other purchasers of Support Services
for the applicable Product. SUPPLIERS reserves the rightto change the scope of Support Services on sixty (60) days’
prior written notice to End User.
B. Additional Support. SUPPLIERS reserves the right tocharge for Support Services performed outside the timeframes of the applicable Support Option as a Time andMaterials Service. Time and Materials Service will becharged and invoiced by SUPPLIERS in accordance withterms governing each such Time and Materials Service
engagement. Except to the extent that Support Services are
independent of the Equipment’s location, SUPPLIERS will
have no obligation to provide Support Services with respect
to Equipment that is outside the SUPPLIERS Service Area.
Support Services do not apply to any Software other thanthe current and the immediately prior Software Release.
Support Services are subject to SUPPLIERS’s then-current
end-of-service-life policy for the respective Product.
SUPPLIERS shall have no obligation to provide Support
Services for Software problems that cannot be reproduced
at SUPPLIERS’s facility or via remote access to End User’s
facility. Support Services do not include the supply of
Equipment upgrades, if any, needed to utilize new features
or functionality in a Software Release.
Channel Partner End User Terms v10Dec19

C. Exclusions. Support Services do not cover a problem
that would have been excluded from coverage pursuant to
Section 5 E in the main body of the Agreement had the
problem arisen during the warranty period of the affected
Product.
D. Re-Instatement of Support. If End User wishes to reinstate Support Services for a Product that is not thencurrently covered thereby, such re-instatement shall be
subject to a certification at SUPPLIERS’s then current Timeand Materials Service rates and conditions. Once socertified, Support Services shall commence upon payment
to SUPPLIERS of (i) the charge for the above describedTime and Materials Service; (ii) the amount SUPPLIERS
would have normally charged had Support Services been in
effect during the period of the lapse or discontinuation; and(iii) the charge for the next twelve (12) months of the newly
commenced Support Services.
E. Channel Partner Provided Support. Certain
SUPPLIERS Channel Partners may provide technicalsupport, which may include remote service and/or onsite
repair. Where End User orders SUPPLIERS Products fromsuch an SUPPLIERS Channel Partner (confirm status withyour SUPPLIERS Channel Partner), the terms of thisExhibit shall not apply to such Products, and End User shalllook solely to that SUPPLIERS Channel Partner for any
support on the Products.
3. END USER RESPONSIBILITIES.
A. Cooperation.
End User shall (i) promptly notify
SUPPLIERS when a Products fails and provide
SUPPLIERS with sufficient details so that the failure can be
reproduced by SUPPLIERS; (ii) allow SUPPLIERS remoteand on-site (when deemed necessary by SUPPLIERS)
access to the Product to provide Support Services; and(iii) furnish necessary facilities (which for on-site accessmeans suitable work space, computers, power, light, phone,internet network availability, software and equipment
reasonably required by SUPPLIERS), information andassistance required to provide Support Services.
B. Support Contacts. Unless a specific number ofauthorized contacts are indicated on the Product Notice,
End User shall designate in writing a reasonable number ofauthorized contacts, as determined by End User and
SUPPLIERS, who shall initially report problems and receive
Support Services from SUPPLIERS. Each End User
representative shall be familiar with End User's
requirements and shall have the expertise and capabilities
necessary to permit SUPPLIERS to fulfill its obligations. Achange to the authorized support contacts by End User
shall be submitted to SUPPLIERS in writing.
4. ADDITIONAL TERMS.
A. Maintenance Aids and Spare Parts for Equipment.
End User authorizes SUPPLIERS to store Maintenance
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Aids and spare parts at the Installation Site and agrees thatsuch are for use only by SUPPLIERS authorized personnel.
End User shall not, and shall not authorize any third party
to, make any use thereof. SUPPLIERS is authorized, upon
the conclusion of the Support Services or at any other time,upon reasonable notice to End User, to enter the Installation
Site, or to use remote means, to remove and/or disable
Maintenance Aids and spare parts. End User shallreasonably cooperate in this effort.
B. Customer Support Tools. SUPPLIERS may choose to
make End User Support Tools available to assist End Userin performing various maintenance or support related tasks.
End User shall use End User Support Tools only inaccordance with terms under which SUPPLIERS makes
such available.
C. Equipment Replacements. All replaced Equipment (orportions thereof) shall become the property of SUPPLIERS
upon End User’s receipt of the corresponding replacement,
and shall be returned promptly upon SUPPLIERS's request.
If such replaced Equipment is not so returned within fifteen(15) days after SUPPLIERS’s request, End User shall pay
SUPPLIERS’s then current spare parts list price therefore.
D. Data Security Options. End User is, at its own
expense, fully responsible for the permanent erasure of all
information, including without limitation all personallyidentifiable and other protected information placed on, andby use of a method that does not cause damage to, any
replaced parts or any other items that End User provides to
SUPPLIERS for repair, trade-in, or disposal, before suchitems are returned to SUPPLIERS. Descriptions andcharges associated with SUPPLIERS's then currently
offered data erasure services are available on request.
SUPPLIERS is not responsible for any information
contained on such items notwithstanding anything to thecontrary herein.
E. Proactive Product Changes. SUPPLIERS may, at its
expense, implement changes to the Products upon
reasonable notice to End User (i) when such changes do
not adversely affect interchangeability or performance of the
Products; (ii) when SUPPLIERS reasonably believes suchchanges are required for purposes of safety or reliability; or(iii) when SUPPLIERS is required by law to do so. End User
shall give SUPPLIERS reasonable access to the Products
for such purpose.
F. Software Releases. Upon use of a Software Release,
End User shall remove and make no further use of all prior
Software Releases, and protect such prior Software
Releases from disclosure or use by any third party. End
User is authorized to retain a copy of each Software
Release properly obtained by End User for End User’s
archive purposes and use as a temporary back-up if thecurrent Software Release becomes inoperable. End User
shall use and deploy Software Releases strictly inaccordance with terms of the original license for Software.
G. Change of Equipment Location or Configuration.
End User may change the Installation Site or configurationof a Product under Support Services by SUPPLIERS only
after written notice to SUPPLIERS. If the new location is ina different country, such move is subject to SUPPLIERS’s
Channel Partner End User Terms v10Dec19

prior written approval. End User shall promptly notify
SUPPLIERS of any changes to the configuration, or
movement of Equipment by anyone other than
SUPPLIERS. SUPPLIERS reserves the right to inspect andevaluate the changes in configuration or location of affected
Equipment at SUPPLIERS’s then current Time andMaterials Service terms, conditions and rates. Additionalcharges, if any, related to changes in configuration or
location of Equipment shall apply from the date the change
took place.
H. Movement of Software. If End User is current in thepayment of the applicable Support Services fee, End Usermay, to the extent technologically compatible, discontinue
all use of the Software on the hardware or network
environment for which it was originally licensed and begin
the corresponding use thereof on a different End User
owned or controlled hardware or network environment
provided that End User (i) gives SUPPLIERS advance,
written notice of such move; and (ii) pays the applicabletransfer and/or upgrade fee assessed by SUPPLIERS forsuch a move (if any).
I. Remote Support Capability. As part of Support
Services, SUPPLIERS makes various remote support
capabilities available for certain Products in accordancewith its then current policies and procedures. SUPPLIERS’s
warranty and Support Services fees are based on theavailability and use of such remote support capabilities. End
User has the option to not activate or to disable remotesupport capabilities, but it shall notify SUPPLIERS thereof
without undue delay. If End User chooses to disable or to
not activate the remote support capabilities, then, withregard to all Products affected by such disablement(i) SUPPLIERS may assess End User a surcharge inaccordance with SUPPLIERS’s then current standard rates;and (ii) agreed response times or other agreed service
levels (if any) shall no longer apply.
J. Alterations and Attachments to Equipment.
SUPPLIERS does not restrict End User from making
alterations to, or installing other products in or with, theEquipment at End User's expense; provided End User is
responsible for any inspection fees and/or additionalcharges resulting from such activities. If the alterations or
attachments prevent or hinder SUPPLIERS's performanceof Support Services, End User shall, upon SUPPLIERS's
request, take corrective action. End User’s failure to takeappropriate corrective action shall be deemed a breachhereof.
K. Transfer of Equipment to Secondary Purchasers. If
End User decides to sell, assign or otherwise transfer theuse and/or ownership of Equipment to a Secondary
Purchaser (meaning a bona fide end user that (i) is notconsidered, in SUPPLIERS’s reasonable discretion, to be acompetitor of SUPPLIERS; and/or (ii) has not had priordisputes with SUPPLIERS), to the extent SUPPLIERS
resources reasonably permit, SUPPLIERS shall makeavailable to End User, as a Time and Materials Service, deinstallation services. In addition, and to the extent
SUPPLIERS resources reasonably permit, SUPPLIERS
shall make available to the Secondary Purchaser,
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(a) Equipment installation and re-certification services as aTime and Materials Service; and (b) Support Services for
Equipment meeting the certification criteria.
L. Software Support Services affected by Change inEquipment Status. For Software used on or operated inconnection with Equipment that ceases to be covered by
Support Services or the SUPPLIERS Equipment warranty,
SUPPLIERS reserves the right to send End User written
notice that SUPPLIERS has either chosen to discontinue orchange the price for Support Services for such Software(with such price change effective as of the date theapplicable Equipment ceases to be so covered). If
SUPPLIERS sends a discontinuation notice, or if End User
rejects or does not respond to the notice of a proposed pricechange within thirty (30) days after receipt, End User will bedeemed to have terminated the Software Support Services
for its convenience and the terms of Section 6 C 2 below
shall apply.
5. WARRANTY ON SUPPORT SERVICES.
A. Support Services. SUPPLIERS shall perform the labor
portion of Support Services in a workmanlike manner inaccordance with generally accepted industry standards.
End User shall notify SUPPLIERS of any failure to so
perform as soon as reasonably possible, and in no event
more than ten (10) days after the date on which such failure
first occurs. A replacement part provided in connection with
Support Services receives the remainder of the Productwarranty or Support Services coverage applicable to the
Product containing the replacement part.
B. End User Remedies. End User’s exclusive remedy and
SUPPLIERS’s entire liability under the foregoing warranties
shall be for SUPPLIERS to, at its option, (i) use reasonable
efforts to (a) re-perform the deficient labor services within areasonable time, or (b) replace any replacement parts
which become defective during the remainder of thewarranty or Support Services coverage applicable to the
Product containing the replacement part, or sixty (60) days
after installation thereof, whichever occurs later; and (ii) if,
after reasonable efforts, SUPPLIERS is not able correctsuch deficiencies, then End User has the right to terminate
for breach in accordance with Section 6 D below.
C. No Further Warranties. EXCEPT AS EXPRESSLYSTATED HEREIN, AND TO THE MAXIMUM EXTENTPERMITTED BY APPLICABLE LAW, WITH REGARD TO
REPLACEMENT PARTS, SERVICES OR ANY OTHERITEMS
ORMATTERSARISINGHEREUNDER,
SUPPLIERS (INCLUDING ITS SUPPLIERS) MAKES NO
OTHER EXPRESS WARRANTIES, WRITTEN OR ORAL,
AND DISCLAIMS ALL IMPLIED WARRANTIES. INSOFAR
AS PERMITTED UNDER APPLICABLE LAW, ALL OTHERWARRANTIESARESPECIFICALLYEXCLUDED,
INCLUDING, BUT NOT LIMITED TO, THE IMPLIEDWARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULARPURPOSE,TITLE
AND
NONINFRINGEMENT, AND ANY WARRANTY ARISING BYSTATUTE, OPERATION OF LAW, COURSE OF DEALING
OR PERFORMANCE, OR USAGE OF TRADE.
Channel Partner End User Terms v10Dec19

6. TERM AND TERMINATION.
A. Software Support Services Term. Software related
Support Services that are ordered at the same time as thelicense for such Software shall commence on the date ofshipment of the physical media or electronic availability of
the Software and continue for the period specified on the
SUPPLIERS quote. Renewals of Software related Support
Services shall commence and expire in accordance with thedates on the applicable SUPPLIERS quote.
B. Equipment Support Services Term. Support Services(including Support Option upgrades, if applicable) for
Equipment are provided during the warranty period.
Renewals of Equipment related Support Services shallcommence and expire in accordance with the dates on theapplicable quote. Support Services for hardware upgrades
installed into Equipment are coterminous with the Support
Services that are then in effect for the Equipment into whichsuch upgrades are installed.
C. Termination for Convenience. In addition to the term
and termination provisions set forth in the main body of theAgreement, the following apply to Support Services:
1. By SUPPLIERS. If SUPPLIERS terminates for its
convenience, End User’s sole and exclusive remedy and
SUPPLIERS’s sole and exclusive obligation shall be torefund to End User the portion of any pre-paid Support
Services fee that corresponds to the period between theeffective date of the termination for convenience and theend of the then current Support Services period.
2. By End User. If End User terminates Support
Services for its convenience, End User’s sole and exclusive
remedy and SUPPLIERS’s sole and exclusive obligation
shall be to grant End User a credit that corresponds to theperiod between the effective date of the termination forconvenience and the end of the then current Support
Services period. Such credit may only be used against
future purchases of Products or Support Services from
SUPPLIERS and may be reduced to recapture unearned
discounts (meaning discounts to a Support Services fee thatwere based on an End User obligation that can no longer
be fulfilled due to the termination).
D. Termination for Breach. In addition to the term andtermination provisions set forth in the Agreement, either
party may terminate the Support Services for a specific
Product for cause due to a material failure of the other party
to comply with the terms of this Support Exhibit with regard
to such Product, provided that the terminating party has
given thirty (30) days’ written notice specifying the failure
and the other party has not remedied such failure withinsuch time. If SUPPLIERS terminates the Support Services
for any Product(s) affected by such a failure by End User,
such termination shall be without further liability for
SUPPLIERS and without any obligation to refund any fees
already paid therefore. If End User terminates for
SUPPLIERS’s breach, End User’s sole and exclusive
remedy and SUPPLIERS’s sole and exclusive obligation
shall be to either issue a credit for use against current or
future purchases of Products or Support Services or granta refund (as selected by End User) for that portion of any
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pre-paid Support Service fee that corresponds to the period
between the effective date of the termination for breach andthe end of the then current Support Services period.

Channel Partner End User Terms v10Dec19

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Attachment 2 to End User License and Support Services Agreement
Professional Services Exhibit
This Professional Services Exhibit (“Exhibit”) sets forth the terms governing Professional Services ordered by End Userfrom an SUPPLIERS Channel Partner who provides that the Agreement shall govern orders for Professional Services
performed by SUPPLIERS.
1. DEFINITIONS.
A. All definitions set forth in the main body of the Agreement
shall also apply to this Exhibit.
B. “Deliverables” means any reports, analyses, scripts,
code or other work results which have been delivered by
SUPPLIERS to End User within the framework of fulfilling
obligations under the Service Brief.
C. “Proprietary Rights” mean all patents, copyrights,
trade secrets or other intellectual property rights of a party.
2. PROFESSIONAL SERVICES.
A. Scope. Each project for Professional Services shall begoverned by a separate Service Brief. Professional
Services are provided as a separate and independent
service to End User even if offered together with the sale orlicensing of Products by an SUPPLIERS Channel Partner inthe same quote or End User purchase order.
B. Placement of SUPPLIERS Personnel. SUPPLIERS
shall have the sole responsibility for personnel placement
as well as for all other human resources issues (e.g.
vacation). SUPPLIERS will only utilize employees orcontractors that are sufficiently qualified. If specific
SUPPLIERS personnel cease to perform due to illness,
resignation or any other reason, SUPPLIERS shall without
undue delay use reasonable efforts to provide asubstantially equivalent replacement. SUPPLIERS’s
contact person responsible for liaising with End User will
exclusively be the person identified by SUPPLIERS as
being responsible for the project. No employee/employer
relationship is intended or shall be established by any
Service Brief.
C. Standard Work Day. The standard work day is any
eight (8) hour period of work, between 8:00 AM and 6:00
PM, Monday through Friday, excluding public holidays at
the SUPPLIERS location providing Professional Services.
D. End User Responsibilities. End User shall provide
SUPPLIERS personnel with timely access to appropriate
facilities, space, power, documentation, networks (includinginternet and telephone), files, information, additional
software (if needed), and skilled and authorized End User
personnel to assist in the performance and who will
cooperate with SUPPLIERS. End User shall also perform
its specific obligations as described in the relevant Service
Brief, and, if necessary, assist and support SUPPLIERS in
the provision of the Professional Services as reasonably
requested by SUPPLIERS, and shall provide all conditionsin its business necessary for due performance ofProfessional Services by SUPPLIERS.
3. PROPRIETARY RIGHTS.
A. Grant of Copyright Rights in Deliverables. Subject to
SUPPLIERS’s receipt of payment of the applicable amounts
due SUPPLIERS and to SUPPLIERS’s Proprietary Rights
Channel Partner End User Terms v10Dec19

in the Deliverables or other materials used by SUPPLIERS
to perform Professional Services, End User shall own all
copyright rights to the portion of Deliverables that consists
solely of written reports, analyses and other working papers
prepared and delivered by SUPPLIERS to End User in theperformance of SUPPLIERS’s obligations under the Service
Brief.
B. Grant of License Rights in Deliverables. For the
portion of Deliverables that consists of scripts and code andsubject to End User’s compliance with the Agreement,
SUPPLIERS grants End User a non-exclusive, nontransferable, perpetual right to use, copy and create
derivative works from such (without the right to sublicense)
for End User’s internal business operations, as
contemplated by the applicable Service Brief. The license
granted in this section does not apply to (i) End User
furnished materials, and (ii) any other Products or items
licensed, or otherwise provided, under a separate
agreement.
C. End User Furnished Materials. End User retains
ownership any of its rights in materials it furnishes for use
by SUPPLIERS in connection with the performance ofProfessional Services. Pursuant to End User’s Proprietary
Rights therein, End User grants SUPPLIERS a nonexclusive, non-transferable right to use such solely for the
benefit of End User in fulfillment of SUPPLIERS’s
obligations under the Service Brief.
D. Reservation of Proprietary Rights.
Each party
reserves for itself all Proprietary Rights that it has not
expressly granted to the other. SUPPLIERS shall not belimited in developing, using or marketing services or
products which are similar to the Deliverables orProfessional Services provided hereunder, or, subject to
SUPPLIERS’s confidentiality obligations to End User, inusing the Deliverables or performing similar Professional
Services for any other projects.
4. TRAINING SERVICES.
A. Courses. SUPPLIERS’s standard training Services areavailable through the applicable catalogue or website.
SUPPLIERS customized training Services are available
pursuant to an Service Brief.
B. Cancellation and Refunds. If End User prepays andsubsequently cancels standard training Services,
SUPPLIERS shall provide (i) a full refund, if SUPPLIERS
receives written notice of cancellation two (2) or more
weeks before the scheduled start date; or (ii) a 50% refund,
if SUPPLIERS receives written notice of cancellation lessthan two (2) weeks before, but prior to, the scheduled startdate. Cancellation charges for customized training Services
shall be as mutually agreed between the parties in theapplicable Service Brief.
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5. WARRANTY.
A. Professional Services. SUPPLIERS shall perform
Professional Services in a workmanlike manner inaccordance with generally accepted industry standards.
End User must notify SUPPLIERS of any failure to so
perform within ten (10) days after the performance of theapplicable portion of Professional Services.
B. End User Remedies. SUPPLIERS’s entire liability and
End User’s sole remedy for SUPPLIERS’s failure to so
perform shall be for SUPPLIERS to, at its option, (i) correctsuch failure; and/or (ii) terminate the applicable Service
Brief and refund that portion of any fees received that
correspond to such failure to perform.
C. No Further Warranties. EXCEPT AS EXPRESSLYSTATED HEREIN, AND TO THE MAXIMUM EXTENTPERMITTED BY APPLICABLE LAW, WITH REGARD TOSERVICES OR ANY OTHER ITEMS OR MATTERS
ARISING HEREUNDER, SUPPLIERS (INCLUDING ITSSUPPLIERS)
MAKES
NO
OTHER
EXPRESSWARRANTIES, WRITTEN OR ORAL, AND DISCLAIMSALL IMPLIED WARRANTIES. INSOFAR AS PERMITTEDUNDER APPLICABLE LAW, ALL OTHER WARRANTIESARE SPECIFICALLY EXCLUDED, INCLUDING, BUT NOT
LIMITED TO, THE IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULARPURPOSE, TITLE AND NON-INFRINGEMENT, AND ANY
WARRANTY ARISING BY STATUTE, OPERATION OF
LAW, COURSE OF DEALING OR PERFORMANCE, OR
USAGE OF TRADE.
6. TERM OF PROFESSIONAL SERVICES.
A.
Termination for Breach of Service Brief. Either
party may notify the other in writing in case of the other's
alleged breach of a material provision of the applicable
Service Brief. The recipient shall have thirty (30) days fromthe date of receipt of such notice to effect a cure (the “CurePeriod”). If the recipient of the notice fails to effect a curewithin the Cure Period, then the sender of the notice shallhave the option of sending a written notice of termination of
the applicable Service Brief(s), which notice shall take effectupon receipt.

Channel Partner End User Terms v10Dec19

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