CLOUD SERVICES RESELLER TERMS AND CONDITIONS

Last version: December, 2022

This instrument sets forth the Terms and Conditions (hereinafter referred to as “Terms and Conditions”) for legal entities to act as Cloud Services Reseller (hereinafter referred to as "CSR") of software solutions, applications and cloud computing services manufacturers (hereinafter referred to as "Services" or "Products"), which are offered by TD SYNNEX Contracting Party specified on the Exhibit A of this Terms and Conditions (hereinafter referred to as the "Distributor"), through its Platform and other sales channels.

Upon signing this Instrument herein or clicking the "I HAVE READ AND I ACCEPT THIS TERMS AND CONDITIONS" button, the consenting legal entity shall be deemed a Cloud Service Reseller (CSR) who acknowledges and agrees to comply, without exception, with its obligations, duties and conditions set forth below, which regulate the provision of cloud services developed by various manufacturers and distributed nationwide by Distributor. Any prior agreement or contract between the CSR and Distributor currently in effect shall remain in effect, only by revoking anything that contradicts the specific terms of these Terms and Conditions and exclusively regarding the operations regulated herein, especially the TD SYNNEX CLOUD SERVICES PLATFORM TERMS AND CONDITIONS OF USE. These Terms and Conditions do not replace or modify any document provided by the manufacturers in relation to the cloud services. These Terms and Conditions shall be deemed effective from the date the CSR executes them or clicks on the "I HAVE READ AND I ACCEPT THIS TERMS AND CONDITIONS" button below (hereinafter referred to as the "Effective Date"), governing any business relationship for any Service that takes place within the scope of the Cloud Services Platform (hereinafter referred to as “StreamOne” or “Platform”) and other Reseller sales channels.

The CSR and the Distributor hereby irrevocably agree as follows:

1. Description of the services to be provided. The software, services or applications operated by means of cloud computing, developed by the Manufacturers, are subject to provision to the End User by the CSR, hereinafter referred to as the Services, whose development, maintenance, support, updating and execution are the sole responsibility of the respective manufacturers, which are offered by the Distributor on their platforms and other sales channels. It is the Distributor's responsibility to quote, sell and send the activation codes of the acquired Services, through its Platforms and other sales channels. The Distributor is not in any way responsible for the Services, to the CSR or the End User, including their adequacy and efficiency, even in the context of a specific project. The need to contract services whose execution is in charge of the Distributor must be the object of a specific and separate contract. If in any case, as a result of the specification of the contracted Service, some kind of intervention by the Distributor on the End User's account with the Manufacturer is required; such intervention shall be carried out in accordance with the limits of the respective Manufacturer's policies and with the prior authorization of the interested party.

2. End User Requirements. For purposes of this instrument, "End User" means any legal entity (other than the CSR) within the Territory contracting for Services for its own use and not for further distribution. "Software License" means the manufacturer's agreement with the End User that is used to grant the End User rights to use the applicable Services. The CSR is aware and must inform its End Users that the Manufacturers may freely change the Software Licenses at any time. Each End User must accept the Software License in order to access the purchased Services and all related updates. By placing an order with Distributor, CSR represents and warrants that the End User has accepted the terms of the applicable Software License and agrees to pay Distributor, in the event of a straw sale, for all applications submitted for the provision of the Services. CSR is aware that manufacturers or even Distributor may freely accept or reject any proposed End User. If the End User does not accept the terms of the Software License, the CSR will be liable to the Distributor for the costs and damages suffered by the Distributor or the Manufacturer as a result.

3. CSR Agreements with the End User. CSR may not sell any Service to any End User, including performing the operations referred to in Section 6 of these Terms and Conditions, unless the End User enters into an agreement with CSR, which agreement shall, at a minimum, be binding on CSR to: (a) fully indemnify and hold harmless the Distributor in connection with all matters arising out of or relating to the Services and the conduct of the CSR and the respective Manufacturer; (b) require the End User to agree that any use of the Services must be lawful and in full compliance with the applicable terms of this instrument or any applicable Documentation, especially the Distributor's proposal; (c) prohibit the End User from reselling or distributing the Services (d) indemnify, defend, and hold harmless the Distributor and its Affiliates, their directors, officers, employees, and suppliers from and against any and all third party claims arising out of or relating to the use of the Services by the End User (or its authorized users); (e) protect the Manufacturer's proprietary rights in the Services to at least the same extent as the terms and conditions of this instrument or any Documentation; (f) not represent, nor assume any obligation or warranty on behalf of, the Distributor or Manufacturer; and (g) not grant any rights to the End User that are beyond the scope of this instrument

4. Territory. Means the Applicable Territory as specified on the Exhibit A of this Terms and Conditions. The CSR is authorized to offer the Services only to End Users located within the National Territory.

5. Term, Conditions and Subscription Invoicing.

1. Purchase Orders. The CSR shall submit a request to Distributor under the terms of this agreement and according to the purchase form published on the respective Platform, which will be deemed a Purchase Order under this Terms and Conditions. Quotes from Distributor do not constitute an offer. No additional or alternative terms or conditions or any other modifications proposed by the CSR to these Terms and Conditions and the Distributor Authorship Documentation, including its standard proposal, shall be deemed applicable unless expressly accepted in writing by an Authorized Representative of the Distributor in connection with such purchase order. The CSR shall be solely responsible for the accuracy of any Purchase Order, including, without limitation, the specification, configuration or other details of the Services and their functionality, compatibility and interoperability with other products or services, and their suitability for any particular use.

2. Acceptance of Documentation. Submission by the CSR of any Purchase Order or Direct Purchase Order to the CSR for the Cloud Services under the terms of this Agreement shall be construed as an acknowledgement and acceptance by the CSR of any applicable Documentation for such Cloud Services. The CSR agrees that it shall send the End User any applicable Documentation.

3. Special Conditions of Sale. As set forth in the proposals or sales quotation, purchase order form or respective license or usage terms prepared by the Manufacturers, certain Services may be sold for a fixed, non-revocable subscription term, at a certain contracted consumption level or any other metering, consumption, duration or billing arrangement as set forth in the above instruments.

4. Payment. Payments must be transferred to the Distributor's identified account or as indicated on the invoice issued through an electronic billing platform and must occur on the date and in the currency indicated on the invoice. If the CSR or End User, depending on the billing method, does not receive the invoice or receipt within five (5) days of the agreed delivery date, they must immediately contact the Distributor, who will promptly send them a new invoice. The CSR must manage its own credit risk. Payment of the CSR to the Distributor is not contingent upon receiving payment from End Users, even in the event of insolvency. Payment of the CSR or End User to the Distributor may not be suspended, cancelled or repeated in the event of failure to meet obligations or service levels at the expense of the respective Manufacturer or even in the event of insufficiency of the contracted Service. If the CSR fails to make payments due on the due date, the Distributor may take the following actions, at its discretion and without notice to the CSR or the End User: (i) application of a monetary correction index, Interest Rate as specified on the Exhibit II-A of this Terms and Conditions and penalty for late payment.; and (ii) withhold of all pending orders, suspension of future deliveries or End User access to the Services covered by any agreement until Distributor receives all payments due. This includes any amount before or after a court decision. If Distributor decides to take any of these actions, Distributor will not waive any other rights or remedies it may have. The CSR may not withhold payments or make deductions from the amount of any invoice (for offset, consideration or otherwise) before the Distributor formally grants a credit and authorizes the withholding, deduction or offset. This includes returns, discounts, price adjustments, billing errors, and other charges. The CSR must keep your record, including your tax information, up to date, informing the Distributor of the tax collection regime to which you are subject, even if you use any tax benefits, under penalty of default, and indemnifying the Distributor for any loss experienced due to your failure to do so.

5. Direct Billing Authorization: The CSR agrees to assign to Distributor, in guarantee of any default in payment, the credits in its favor from the End User, received in relation to the resale of the goods acquired from Distributor. In this case, Distributor may notify or instruct the End User to make the payments due to CSR directly to Distributor. Such assignment must not be interpreted as a customary billing and payment method accepted by Distributor and does not imply a waiver of the CSR's duty to pay off its debts with its own resources and on the respective due dates, regardless of receipt by the CSR of any payment due by the End User. The CSR's debts with Distributor can always be freely collected, with all their charges and surcharges, from the date of their due date. Without prejudice to the above, in the event of default in payment when Distributor billing the CSR, Distributor may, in its sole discretion and upon written notification to the CSR, choose to perform the billing and collection directly to the End User as an temporary solution until all payment and billing issues are solved.

6. Subscription term. The Services will be sold by Distributor to the CSR or End Users for a fixed period ("Subscription Term"). Each Subscription Term will begin on the effective date set forth in the Purchase Order and will be valid during the period indicated therein, unless termination is possible, according with these Terms and Conditions or any applicable Documentation. Except as specified above, the CSR or End User shall not have the right to terminate any Purchase Order or Services during the Subscription Term.

7. Automatic Renewal. Monthly subscriptions shall automatically renew at the end of any Subscription Term, unless (i) there is a written provision to the contrary previously issued by the Distributor or the Manufacturer; (ii) such renewal is not possible due to the nature of the Service; or (iii) the CSR formally elects to exclude the End User from this automatic renewal system. Annual subscriptions will only be automatically renewed at the express option of the CSR, which must be executed in the respective Purchase Order. If the CSR or End User is interested in renewing the Service and the renewal has not been automatic, they must take prior action with the Distributor to obtain renewal or a new contract. In the specific case of contracting through a Reserved Instance, the Distributor will inform the plan's renewal date, which will only be renewed with prior express authorization, unless the policy of the respective Manufacturer changes.

8. Suspension and Cancellation. The Manufacturer and/or Distributor may suspend or cancel an End User Service. Depending on the Service, the End User will have limited or no access to the Service. Distributor or the Manufacturer may suspend or cancel an End User Service for legal or  regulatory reasons, including but not limited to the provision established in 5.H (iv), or other reasons as permitted by this instrument, in Agreements celebrated with the Distributor or in the respective Licenses and/or given the Terms of Service. The Distributor shall not be liable in any way to the End User due to the suspension or cancellation of the End User Service by the End User or the Manufacturer under such conditions. The Suspension or Cancellation of access shall occur, without prejudice to other laws, regulations or as permitted in the respective Terms of License and/or Use of the Service, in the following circumstances: (i) in the event that payments, charges and fees owed by CSR and/or the End User to the Distributor, including excess charges, are 30 (thirty) days or more in arrears; (ii) if the Service’s  consumption  surpass the historical average of consumption in 150% without previous notice from the CSR or End User; (iii) the CSR and/or End User is in material breach of these Terms and Conditions or any other instrument executed with Distributor relating to the contracted Service; (iv) due to security reasons such as: a) suspected fraudulent transaction; b) unlawful appropriation of End User’s access to the Platform or Service; c) hacking or cyber-attack; or (v) in the event of non-use of subscription, accounts or tenants (whether they belong to CSR or End User) if such subscriptions, accounts or tenants are Inactive (“Inactive” shall mean no orders or activity occurring during a period of ninety (90) days).

9. Effect of Suspension and Cancellation. Distributor shall have the right to suspend or cancel the Service or request the Manufacturer to suspend or cancel the End User's access to the Service(s) associated with the late payment or non-compliance, as well as to elect, without any charge or penalty, not to send Purchase Orders/Orders to the Manufacturer to fulfill the End User's and/or CSR's orders. In the event of cancellation of access to the Service, the End User and/or CSR shall be subject to termination of the contract and payment of any outstanding amounts verified up to the date of cancellation, as well as any applicable fees and penalties for early cancellation ("Fees" Early Termination ") set forth in any Documentation applicable to the scenario. Notwithstanding the foregoing, if Distributor chooses, or requests, suspension of access to the Service, the CSR may be liable for all amounts and fees due, including, without limitation, monthly fees or additional fees due to overage, associated with late payments until the end of the current Subscription Term. CSR acknowledges that suspension of access or cancellation may result in liability on the part of Distributor and/or Manufacturer, and CSR therefore agrees to fully indemnify, defend and hold Distributor, its Affiliates and Manufacturer harmless from and against all claims, losses, liabilities, damages, costs and expenses (including reasonable legal fees), court costs or settlement amounts arising out of or in connection with any suspension or cancellation of access to which it has contributed in any way. Upon Suspension of the Services pursuant 5.H (iv), Manufacturer and/or Distributor will notify CSR (or contact End User directly should CSR be uncooperative or unreachable) of such a suspension as soon as commercially reasonable.

10. From direct collection from the End User in case of failure to comply with CSR. Notwithstanding anything in these Terms and Conditions to the contrary, in the event of direct billing to the CSR, where access is suspended, either the Distributor or the Manufacturer may, in its sole discretion and upon written notice to the CSR, elect to bill and collect from the End User the CSR as an interim solution until all fees are settled and billing and collection issues are resolved.

11. Cancellation by Exclusive Act of the Distributor. Distributor may, at its discretion and without charge, cancel the Service for an End User or CSR. No refunds will be allowed for periods already consumed unless indicated in writing. Upon cancellation, the End User or CSR will have the time and conditions determined by the respective Manufacturers to migrate their Data.

12. Service Level Agreement (SLA) Credits. The Manufacturers may assume, in accordance with their own instruments, certain service level commitments (SLAs) to End Users. In the event that an End User makes a claim with respect to the SLA eventually assumed by the Manufacturer, the CSR must forward such claim to the Manufacturer for review and notify the Distributor immediately. The Distributor's notification does not imply any responsibility on the part of the Distributor with respect to the Manufacturer's SLA.

13. Delivery of Services. The Manufacturer or Distributor shall invoice and provide the Services based on the End User information provided by the CSR, who shall be responsible for the reliability of such data. The Manufacturer may send communications directly to the End Users regarding the terms of the Software License or the operation or Provision of the Service. The CSR shall provide the Manufacturer and the Distributor with the correct contact information of the administrator of each End User domain. The CSR shall make every effort to provide correct and up-to-date information.

14. Guidelines for Granting Credit and Invoicing. The Distributor shall be free to decide whether or not to grant credit to the CSR. Failure by End Users to comply with the CSR does not relieve the CSR of its payment obligations to Distributor. Distributor shall invoice for the Services in accordance with these Terms and Conditions, its addendums, quotes, and applicable law, regardless of any internal processes of the CSR and/or the End User, which in no event shall alter the billing process. The CSR and/or the End User agree to receive and accept all invoices issued by the Distributor. Regardless of the billing method used, the CSR and/or End User may not return or reject invoices for any reason. Any objection to the invoice must be made to Distributor, through the electronic platform, within five (5) days of receipt of the invoice. Thereafter, the Distributor shall validate the request, and if necessary, make the adjustment to the invoice, applying pro rata to the invoice for the month in which the Manufacturer applies such method of adjustment, or apply such method of correction as it deems appropriate. This adjustment procedure will not affect the payment terms set forth by Distributor.

15. Reserved instance. The Reseller may offer the Services under the "Reserved Instance" mode of Cloud Services through plans with a fixed term and differentiated pricing, as defined in the respective proposal and applicable policies of the Manufacturer. The payment and invoicing method in such cases shall follow the rules defined in the Reseller's proposal and the Manufacturer's conditions set forth in the instruments shall govern it, and the CSR must be aware of them and convey their content to the End Users captured by it. If the reserved instance is not fully used within the time and manner contracted or by the option to terminate the contract, it shall not be entitled to a refund, restitution, discount, indemnification or any kind of deduction in the payment of the adjusted amount, which shall be payable in full according to the period contracted, fines may be applied as appropriate. Discontinuance of access by the End User due to breach of law, contract, EULA, or any other similar instrument signed by the End User shall not give rise to a right of return, refund, discount, indemnification, or any deduction in the payment of the adjusted amount, which shall be payable in full.

16. Specific payment and invoicing conditions. There may be specific payment and invoicing conditions, according to the policies of each Manufacturer and each contracted Service, whose rules may be established in any Documentation, of the Manufacturer and/or the Distributor, applicable to the scenario.

17. Consumption management and control tools. The CSR will, among other means, use the tools available on the Distributor's electronic platform to measure or manage the consumption of the Services by End Users it has acquired, in order to assist in the fulfillment of the obligations assumed by it.

18. Administrative Rights. CSR or End User  shall not restrict or terminate Distributor’s administrative access to its accounts.

1. Regarding the sale (invoicing) directly to the End User. According to the business captured by the CSR, the Distributor may, as long as it is approved, sell (invoice) the Services directly to the respective End User, whether it is a legal entity, remunerating the CSR by paying the sales commission charged. If applicable, all rules provided for in the other clauses of these Terms and Conditions shall apply, provided that they are compatible with the respective transaction, as well as the following specific rules:

1. Commissions. The commission will be due only after the Distributor has actually received the adjusted amounts for the brokered benefit, without any rights or claims by the CSR prior to such settlement. In the event of partial payments, the commission will be paid on a pro-rata basis as payments are received. Unless otherwise expressly agreed, payment of the commission shall be made to the CSR, within a maximum period of (15) fifteen calendar days after the amounts due from the End User are actually received by the Distributor. The CSR will issue the relevant invoices for the provision of the service or brokerage services after confirmation that the Distributor has actually received the adjusted amounts for such sale. The scheduling of the respective payment shall be in accordance with the Distributor's internal rules. The calculation of the commissions will always be made according to the calculation formula determined by the Distributor and in accordance with the same exchange rate used by the Distributor in its invoicing, regardless of the exchange rate finally used by the CSR in its business. The CSR is required to reimburse commissions for sales improperly paid to the Distributor prior to actual receipt of the adjusted amounts for such sales. The CSR expressly authorizes the withholding and offsetting of commissions owed to you in the event you have an outstanding debt to the Distributor, including your economic group, regardless of your prior or specific consent or communication. Due to Distributor's operating circumstances, the CSR accepts and agrees that: (i) it must send invoices for service to Distributor within a maximum period of 120 (one hundred and twenty) days after payments are made to Distributor by the respective End Users, with a warning of loss of the respective service; and (ii) if there is a delay of more than 180 (one hundred and eighty) days in relation to the total payment due to Distributor by the respective End Users, the respective commission will be lost, even if the End Users pay the debit after such term. In case there is, through the electronic platform, the option to choose a percentage of commission, by the CSR, to be applied in a certain operation, the CSR will be the only responsible for such choice, being aware that this option will impact on the final price used by the Distributor.

2. The Distributor's relationship with the End User and with the CSR. The Distributor is not responsible in any way for the relationships and obligations assumed by the CSR to third parties and End Users. Distributor is not responsible for any contract, obligation, duty, installation, service level, warranty, performance, service, promise or project under the responsibility of the CSR, the Manufacturer or any third party. The CSR is not a partner, affiliate, representative or agent of the Distributor, and is not authorized to act on its behalf or in its interest under any circumstances, much less to use any industrial property of the Distributor, and the relationship between the parties is merely civil partnership, each responding to its legal obligations to third parties, the Government and the Tax Authorities.

3. The obligations of the CSR in case of direct sale (invoicing) to the End User. The obligations of the CSR in the case of direct sale (invoicing) to the End User are as follows (i) to submit all information and data relating to the service and the End User, which he may provide to the Distributor, directly, without error. Any irregularities in the submitted performance data as well as losses and damages resulting from such events shall be the sole responsibility of the CSR, who shall indemnify Distributor for any damages or loss of profits caused as a result of such event; (ii) maintain the registration with Distributor of the End Users captured by him duly completed and updated, in order to provide the respective billing and collection. Any irregularity or failure to update the registration and damages resulting from such facts shall be the sole responsibility of the CSR, who shall indemnify the Distributor; (iii) send purchase orders to Distributor only after the corresponding irrevocable orders have been placed by End Users under penalty of being liable to Distributor for End User's failure to demonstrate compliance with this obligation (iv) inform and obtain the express acceptance of the respective End Users with respect to the contents of Distributor's standard sales proposal and the fact that billing is performed by Distributor, under penalty of being jointly and severally liable to Distributor for End User's failure to demonstrate compliance with this obligation; (v) assist, when requested, in the collection of the End User captured by him/her; and (vi) advise that late payment will result in the deactivation of the Service. Failure to comply with any of the obligations set forth in this Section "C" shall entitle Distributor, regardless of prior acceptance, to make good the amount of the verified damage or loss of profit, including with respect to charges (monetary correction index, Interest Rate, and penalty) not received due to End User's delay in paying the commissions to which the CSR is entitled because of any business acquired by End User.

1. Hardware and infrastructure purchases. The CSR agrees that any and all additional hardware infrastructure products associated with the delivery and performance of the Services that may be provided by the Distributor within a reasonable time will be purchased through the Distributor, subject to the Distributor's standard terms and conditions of sale and pricing for such associative hardware infrastructure products.

2. Certification Program. If the Manufacturer requires compliance with a formal certification program or any other condition, then the CSR may be required to demonstrate certification in relation to that program or satisfaction of the required condition prior to submitting Service Purchase Orders to the Distributor.

3. Distributor Obligations. Within the scope of the indemnities provided for in Section 3 of this instrument, Distributor shall: (i) immediately notify the CSR of any claim that is the subject of the CSR's indemnification obligations under this instrument, provided, however, that failure by Distributor to immediately notify the CSR shall not relieve the CSR of its obligation to indemnify Distributor; (ii) cooperate reasonably with CSR in the performance of its obligations, provided that any related costs or expenses incurred by Distributor shall be borne in full by the CSR; and (iii) grant the CSR the right to control the defense and resolution of any claim subject to indemnification, provided that the CSR pays in full any monetary component of such settlement, and that this settlement provides a complete and unconditional release of the Distributor and no admission of liability by the Distributor. Notwithstanding the foregoing, (a) Distributor is entitled to use separate legal services and to participate in the defense of such action, at Distributor's expense, and (b) if (1) the CSR does not immediately assume the defense of such claim after notice of its appointment to do so, or (2) Distributor reasonably concludes, that it may have a defense different from or additional to those available to the CSR, and that this could result in a conflict of interest or loss to the Distributor if both Parties are represented by the same attorney, then the Distributor is entitled to assume the defense of such claim with the attorney(s) of its choice, with the CSR assuming the costs thereof.

4. Documentation. "Documentation" means any and all documents, policies, procedures, addendums, programs, requirements, criteria and/or additional information related to the sale and use of the Services to be purchased, including, without limitation, the Authorized Use Policy and the SLAs (Service Level Agreements), which may be updated or modified from time to time without notice from the respective Manufacturers, and the Software License ("EULA"), which may be updated or modified from time to time without notice. The CSR must accept and comply with the terms of the Documentation and must notify its End Users to accept and comply with the terms of the Documentation. The CSR must immediately notify Distributor of an End User's refusal to accept any of the terms of the Documentation as soon as it becomes aware of it.

5. Failure to Comply with Documentation. In the event of any violation of the Documentation by any End User, the CSR shall immediately notify the Distributor and the Manufacturer of any breach of such terms by an End User of which it becomes aware. In this event, the CSR may be requested to enforce the Documentation against the End User. The Distributor shall have the right to terminate or require the CSR to terminate the respective Software License for such cause, if the End User is in breach and such breach has given rise to such right in accordance with the applicable Documentation.

6. Termination. These Terms and Conditions may be terminated by the Distributor, according to one or more of the following provisions:

1. without notice, (a) in the event of a breach of this terms and conditions; (b) in the event of non-use of subscriptions, accounts or tenants pursuant to Section 5H; (c)  in the event that CSR seeks an order for relief under the bankruptcy or insolvency laws of the applicable jurisdiction, violates applicable law, or commits acts that would bring it into commercial dispute, including protests. In the event of such an event, either Distributor or Manufacturer shall have the right to notify End Users about termination of the CSR and will provide instructions on how End Users may continue to receive the contracted Services, including with respect to any Renewal of the Subscription Term;

2. with prior notice, for Distributor's convenience and convenience, even in the event of expiration of the contracts signed with the Manufacturers. The prior notice referred to in this item may be given by any means, including communications generated on the respective sales platforms used by Distributor;

1. Data Privacy and Security.

1. Privacy. The CSR shall (i) comply with all applicable legal requirements in terms of privacy and data protection; and (ii) give sufficient prior notice and obtain the express consent and authorization of the End Users and any other party providing personal data to the CSR, Distributor or Manufacturers for the processing of the data by the CSR, Distributor, Manufacturers and their respective Affiliates, subsidiaries and service providers contemplated in these Terms and Conditions. The CSR undertakes to comply with local data protection laws. The Manufacturer may collect, use, transfer, disclose or process the data of any End User, including personal data, as described in the applicable Software License.

2. End User Data. Unless otherwise agreed between the CSR and the End User, the CSR will use the End User's data only for the purpose of providing the End User with the Services to be contracted for under this instrument and will assist the End User in the management of the Services. In addition, the CSR must only access and disclose to public officials or other government officials data relating to the End User, including the content of communications (or provide public officials or other government authorities with access to such data) to the extent that such conduct is required by law. If the CSR receives a request for End User data directly from public officials and a governmental authority, the CSR must inform the End User or the respective Manufacturer, as the case may be, that such data is requested directly from the End User. If the End User Data is required to be disclosed to comply with the law, the CSR must immediately notify the End User and provide a copy of the requirement, unless legally prohibited to do so. The CSR will require in its agreements with the End User that, to the extent required by law, the End User is mindful of, and notifies individual users of the Services, that their data may be processed for the purpose of disclosure to public officials or other governmental authorities pursuant to law, by obtaining the consent of the users for such purpose.

3. Non-access to personal data by the Distributor. The CSR is aware that the Distributor does not have access to the End User's data and information that are not related to Services.

4. Security. CSR and End User are responsible for implementing the necessary mechanisms to (i) guarantee the security of any information in their systems, which includes, but not limited to, the security of their confidential and proprietary information and (ii) maintain a procedure external to the Services to rebuild lost or altered files, data or programs of the End User. In this sense, CSR and End User will be responsible for (i) misuse of, including any hacking/fraudulent activities conducted through, any of its Partner Portal accounts; and (ii) any vulnerability or violation affecting the security of their systems. The CSR and End User will be liable for any and all the damages to the CSR, its End User or third parties.

5. Compensation for damages. The Distributor must be safe from any administrative, judicial, or arbitral proceedings relating to the irregular processing of personal data by the CSR or the End User, safeguarding the Distributor's right to be compensated for any damages.

6. Other Security Obligations. CSR shall be solely responsible for any and all activity under the Platform or any partner portal provided Manufacturer, and related accounts. CSR will ensure that (i) only its representatives that are authorized to use the Platform or partner portal are given access to the End User’s accounts; and (ii) its authorized representatives access and use the Platform responsibly; and (iii) all access credentials are responsibly managed and secured. CSR must implement and enable all security tools available, as like a Multifactor Authentication (“MFA”) solution, to access any Manufacturer cloud portals and must ensure that its End User’s (including inter alia any and all Manufacturer tenants and related accounts) implement and use such MFA solution in accessing (i) any Distributor cloud service or Platform, and (ii) any Manufacturer commercial cloud portal, partner portal or any underlying service. Distributor may audit and verify CSR’s or End User’s activation and continued use of MFA via API (“Application Programming Interface”) or other access verification technology (e.g. - bots) by accessing the CSR’s or End User’s environment, tenants and accounts without prior notice. CSR hereby consents (and shall ensure that End User consents) to the Distributor’s right to audit CSR’s and End User’s compliance with MFA activation and continued use.  CSR will defend, indemnify and hold harmless Distributor for any claims arising out of or related to CSR’s breach of its obligations in this section.

1. Compliance with anti-corruption laws and policy. The CSR declares that it will not tolerate any act contrary to the "Anti-Corruption Law" applicable in the country where Distributor is located, and also understands that the legislation is applicable to persons who act in collusion, with the purpose of propagating, protecting and/or promoting corruption. Non-exhaustive examples are: providing and/or accepting false invoices; approving the payment of bribes; transmitting instructions to pay bribes; covering up, facilitating, sponsoring, or cooperating in any way with the payment of bribes, regardless of the intended purpose, among other acts. The CSR agrees that it shall not, and shall not undertake to, guarantee that any of its associated parties and/or employees, directly or indirectly, whether in private business relationships or with the public sector, will offer, give or agree to offer or give (either directly or through a third party) any payment, gift, benefit or other advantage related to the object or supply to be contracted, that (i) may violate Anti-Corruption Law applicable where Distributor is located; (ii) which in fact or with the intention of, facilitate, induce, influence decisions or benefit any person by acting in violation of an expectation of good faith, impartiality or trust, or for which the receipt is inappropriate for the recipient; (iii) are made available to public authorities with the intention of influencing them and obtaining or maintaining an advantage in the conduct of business; or (iv) which the average person may consider unethical, illegal or inappropriate (acts of corruption). The CSR declares and guarantees, irreversibly and irrevocably, that he and his associated parties/collaborators are not involved in any act of corruption. The CSR further declares in this act that they and/or any of their associated parties/collaborators at no time: (i) have been convicted by any court or jurisdiction of being involved in an act of corruption (or similar conduct); (ii) have admitted to being involved in any act of corruption (or similar conduct); or (iii) have been investigated or suspected in any jurisdiction of being involved in an act of corruption (or similar conduct). In addition, the CSR will comply with all applicable laws against bribery, corruption, improper books and records, inadequate internal controls, and money laundering, including the U.S. Foreign Corrupt Practices Act. ("Anti-Corruption Laws"). The CSR states that it has reviewed and will comply with the Anti-Corruption Policy for Representatives of the respective Manufacturer, including Microsoft Partner Code of Conduct as applicable. During the term of these Terms and Conditions and until five years after (i) the termination of this instrument, or (ii) the date of issuance of the final payment between the CSR and Distributor, whichever is later, Distributor shall have access to, and the CSR shall maintain, any books, documents, records, files or other materials relating to these Terms and Conditions (the "Material Records"). The CSR shall establish and maintain a reasonable accounting system that allows Distributor and its audit-related agents to identify assets, expenses, expenditures, cost of goods, margins, discounts, reimbursements from the CSR or other payments and indemnities received, and the use of funds related to this instrument. The CSR must maintain a system of internal controls to prevent the payment of bribes and provide reasonable assurance that the financial statements and reports are accurate. The CSR should not have unrecorded or undisclosed accounts for any purpose. False, misleading, incomplete, inaccurate or artificial entries and disclosures in books and records are prohibited.

2.  No warranty. Distributor makes no other representations, conditions or warranties of any nature. Distributor excludes all implied warranties and conditions, such as the implied warranties of merchantability, non-infringement and fitness for a particular purpose.

3. Warranty. The warranty and support, if any, for the Services are the sole responsibility of the respective Manufacturers, and must be procured by them, and it is the responsibility of the CSR to inform the respective End User accordingly. The term, conditions and warranty and support processing are, if applicable, those stipulated in the policies, manuals and agreements governing each of the contracted Services, which the CSR declares to know, accept and is obliged to make known their content to the respective End Users.

4. Reseller as End User. If the CSR purchased Services for its own use, acting as an End User, all terms and conditions set forth in these Terms and Conditions, as well as other terms and conditions set forth in the Reseller's standard offering, which do not conflict with these Terms and Conditions, shall apply to it. The Distributor's standard proposal is available on the Distributor's website.

5. Data Maintenance. After the cancellation, suspension or lack of reactivation of the Services for a period of 90 days, a loss of data or information will occur, in accordance with the policies of the Manufacturers.

6. Use of Trademarks. These Terms and Conditions do not grant either party any right, title, interest or license in any of the other party's Trademarks. CSR may use the corporate name, technology names and trademarks of any Manufacturer in plain text (but not logos, trade dress, designs or word marks in stylized form) to accurately identify and refer to the Services to be provided, their technology and applications according to usage guidelines.

7. Modification of the Terms and Conditions. The Terms and Conditions established under this agreement may be modified without prior notice and its updated version will be published on the Distributor’s Platform, being considered current and enforceable against the CSR as of its publication on the Platform. It is the duty of the CSR to access to the current and updated version of this agreement periodically and prior entering the Platform and / or establishing any commercial relationship with Distributor. If you do not agree with any modification to be made to this agreement, the CSR must send written notification requesting its termination, notwithstanding the survival of the agreement to govern any situation and relationships established under and in connection with this agreement.

BY CLICKING THE BUTTON "I HAVE READ AND I ACCEPT THE TERMS AND CONDITIONS", PRESENTED BELOW, ON BEHALF OF YOUR COMPANY OR ANY OTHER LEGAL ENTITY REPRESENTED HEREIN, YOU ATTEST TO HOLD THE NECESSARY & SUFFICIENT POWER OF ATTORNEY TO ENTER INTO THIS AGREEMENT. IF YOU DO NOT HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT OR IF YOU DO NOT AGREE WITH THIS TERMS, DO NOT CLICK THE "I HAVE READ AND ACCEPT THE TERMS AND CONDITIONS OF USE" BUTTON AND DO NOT PURCHASE, SELL THROUGH OR USE THE PLATFORM GOVERNED BY THE AGREEMENT HEREIN.

[Signature block down below]

_____________________________________

TD SYNNEX

Distributor

□ I HAVE READ AND ACCEPTED THE TERMS AND CONDITIONS

Date: __________________________

CSR

Reseller

Signature: _______________________________________________      

Full Name and Tittle of Legal Representative: _____________________________________________________

Company Name: ____________________________________________

Address: ____________________________________________

End User (If Applicable)

Signature:                                                                                              

Full Name and Title of Legal Representative:                                       

Company:                                                                                       ­

Address:______________________________________________

Exhibit I : Contracting Party, Registered Address y Applicable Territory

“TD SYNNEX Contracting Party” means the identified party selected with an (X) in the schedule down below, based on the Applicable Territory. In the event of multiple Applicable Territories, corresponding country should be selected with an (X).

TD SYNNEX  Contracting Party

Offices Location

Applicable Territory

[   ]

Afina, S.R.L.

Argentina

Argentina [   ]

Paraguay [   ]

Uruguay [   ]

[   ]

Tech Data Argentina, S.A.

[   ]

TD SYNNEX Brasil Ltda.

Brazil

Brazil

[   ]

TD Solucões Avancadas de Tecnologia Brasil Ltda.

[   ]

Afina Sistemas Informaticos Limitada

Chile

Chile

[   ]

TD Advanced Technology Solutions Chile Limitada

[   ]

TD SYNNEX Colombia Limitada

Colombia

Colombia

[   ]

Tech Data AS Colombia SAS

[   ]

TD SYNNEX Costa Rica S.A.

Costa Rica

Costa Rica

[   ]

Westcon Corporation Ecuador WCE Cia. Ltda.

Ecuador

Ecuador

[   ]

TDAS Tech Data Ecuador, CIA LTDA.

[   ]

Westcon Mexico, S.A. de C.V.

Mexico

México

[   ]

Tech Data México, S. de R.L. de C.V.

[   ]

TD SYNNEX Panama S.A.

Panama

Panamá

[   ]

Westcon Group Paraguay S.R.L.

Paraguay

Paraguay

[   ]

TD SYNNEX Peru, S.A.C.

Peru

Perú [   ]

Bolivia [   ]

[   ]

Tech Data Peru S.R.L.

[   ]

TD SYNNEX CALA, Inc.

United States

South America, Central America y Caribbean; indicate country:

________

[   ]

Westcon Group Uruguay S.R.L.

Uruguay

Uruguay

Exhibit II- A : Interest Rates

“Interest Rates” means, in connection with each TD SYNNEX Contracting Party and the respective Office Location, monthly interest rate percentage to be applied to unpaid fees, as shown down below.

Offices Location

Interest Rate

Peru

2% (two percent)

Chile

2% (two percent)

Argentina

3.5% (three and half percent)

United States

1.5% (one and half percent)

Ecuador

1% (one percent)

Colombia

1.5% (one and half percent)

Costa Rica

1.5% (one and half percent)

Panama

1.5% (one and half percent)

Uruguay

3.5% (three and half percent)

Mexico.

1.5% (one and half percent)

Paraguay

3.5% (three and half percent)

Central America y Caribbean

1.5% (one and half percent)

Exhibit II- B: Applicable Law and Jurisdiction

“Applicable Law” y “Jurisdiction” means, in connection with each TD SYNNEX Contracting Party’s offices location, the laws of the country and jurisdiction of the city specified in the schedule down below.

Offices Location

Applicable Law y Jurisdiction

Peru

Lima, Peru

Chile

Santiago de Chile, Chile

Argentina

Buenos Aires, Argentina

USA

Florida, USA

Ecuador

Quito, Ecuador

Colombia

Bogotá, Colombia

Costa Rica

San José, Costa Rica

Panama

Panama City, Panama

Uruguay

Montevideo, Uruguay

Mexico

Mexico City, Mexico

Paraguay

Asunción, Paraguay