​SES PLATFORM ADDENDUM FOR RESELLERS

​

This StreamOne Enterprise Solutions (SES) Platform Addendum for Resellers (or “Addendum”) is a document with power of attorney and  link between TD SOLUÇÕES AVANÇADAS DE TECNOLOGIA BRASIL LTDA. (“TD”) or Reseller (“Reseller”), in addition to the reseller agreement entered into between the parties, on a regular basis or use of Marketplace StreamOne Enterprise Solutions (“SES” or “Marketplace em Nuvem”), through the portal gives TD to the internet (or “Site”).  The individual (being a physical person or authorized representative of a company, being another legal person) who is executing this Addendum in the name of a company or another legal person declares and guarantor to have competence to act in the name of said company or legal person and binds it years terms and conditions of this Addendum. In all the aforementioned circumstances, references to the term “Reseller” and related terms, in this Addendum or on the Site, will allude to the Reseller.

BEFORE CLICKING, DO NOT BUTTON “ACCEPT” AT THE END OF THIS DOCUMENT, OR THE USER MUST CAREFULLY READ THE TERMS AND CONDITIONS OF THIS ADDENDUM. DO NOT CLICK BUTTON “ACCEPT”, OR USER WILL CONSENT TO CONTRACT AND BECOME PART OF THIS ADDENDUM. CASE OR USER DOES NOT AGREE WITH QUAISQUER TWO THERMOS OF THIS ADDENDUM,  YOU SHOULD CLICK NO BUTTON “RECUSE” AND, IN THIS WAY, THE RESELLER WILL NOT BE AUTHORIZED TO PURCHASE THE SERVICES.

one.     SCOPE

By accepting the terms of this Addendum, the Reseller may participate in Resale Programs of Serviços em Nuvem da TD (the “Programs” or “Programas em Nuvem”). The SES allows the Reseller to associate with one or more Providers of Service in Cloud (or “Provider of Service in Cloud”), and the Reseller is also allowed to choose to create a storefront in its own name, not in the environment of the Marketplace in Cloud (or “Marketplace”). 

The terms and conditions applicable to the SES and the Nuvem Programs are established in this Addendum and, in addition, no Reseller Agreement or Nuvem Service Reseller Agreement, as entered into between the Reseller and TD (individually or jointly, or "Agreement"). Reseller"). In the event of a conflict between the terms of the Reseller Agreement and those contained in this Addendum, the terms of the Addendum will prevail in relation to the provisions of the Reseller Agreement, exclusively for the purposes of this instrument. 

If the Reseller decides to associate with Providers of Serviço em Nuvem or separate Programs in Nuvem, including through the Marketplace in Nuvem, or Reseller may be urged to execute various complementary documents to this Addendum containing specific terms for each Provider of Serviço em Nuvem. The terms two documents or Additives in questão, will be presented, complemented and constitute an integral part of this Addendum.

two.     CONTACT INFORMATION

The Reseller is responsible for keeping the Site up-to-date with the contact information associated with its account, or that includes the identity of the contact persons. If you happen to miss notices, announcements or other important information associated with your account because you have not updated your contact information, or Reseller agrees that you will be waiving any questions based on lack of notice.

3.     PERIOD OF VALIDITY AND RESCISSION

A.     Prazo de Vigência. This Addendum will enter into force as soon as it is accepted by the TD (“Validity Date”), as well as remaining to be terminated as specified in this clause. As of the Effective Date, and subject to validation that the Reseller is authorized by Cloud Service Providers to resell Services through the Cloud Program, if this validation is necessary, TD will initiate or perform the activities indicated in the clause “ Escopo de Trabalho” or “SOW” of this Addendum.

b.     Termination.

    i.     Termination without Just Cause. This Addendum may be terminated by any of the parties, without just cause, through written notice 30 (thirty) days in advance. TD may rescind this Addendum, or make any other notification to the Reseller not within the scope of this instrument, or the address for notification shall be that indicated in the Reseller Account information. The Reseller may send to TD the notifications required in the terms of this Addendum to the address of the TD indicated in the Reseller Agreement. Upon termination of this Addendum without just cause, we will not advise or automatically cancel any Active Orders. I empower the Reseller to close Customer Accounts and cancel Orders at any time, without just cause. Orders for a certain term may be subject to cancellation tax charges.

    ii.     Termination for Just Cause. TD may suspend (interrupt or right of access to or use of SES or the Nuvem Marketplace) or terminate access rights to the Nuvem Marketplace if: (a) or Reseller violates the Acceptable Use Policy (a “AUP”); or (b) the Reseller violates the terms and conditions of quaisquer of their contracts with TD and does not remedy such violation within 5 (five) days from the notification of violation.

    iii.     Efeito da Rescisão. The Reseller is responsible for the remuneration related to Orders formalized by him or by his Clients up to and including the termination date. Except if otherwise canceled as provided in this instrument, all active Reseller Orders will be automatically canceled within 90 (ninety) days from the termination of this Addendum.

Four.     SCOPE OF WORK, TEAM AND ATTRIBUTIONS

A.     Service Management. Through the approval of this Addendum by TD, it will designate a Project Manager or Reseller. It is the responsibility of the TD Project Manager: (1) to contact the Reseller for initial evaluation, planning and training, as necessary, (2) to manage the expectations and degree of satisfaction of the Reseller throughout the entire availability project, (3 ) schedule and coordinate the necessary resources to support the installation and continuity of SES operations under this Addendum, and (4) identify, direct superiors and document eventual problems or questions, if necessary.

b.     Availability Stages. Availability is not immediate, requiring on the contrary the adoption of various stages during which the involvement and participation of the Reseller will be crucial.  

    i.     Installation. The initial stage of configuration of the availability process began when TD approved this Addendum. TD will contact the Reseller to analyze the availability process and grant the Reseller the necessary permissions to use SES.  

    ii.     promptness of  Environment. After the installation stage, TD will act as a Reseller in an initial onboarding session. To do so, the Reseller will receive access to SES and its associated Programs.  

    iii.     Operational readiness. The use of SES and the Marketplace in Nuvem da TD as a Reseller, if they have chosen to participate in this Program, may require a high level of customization. The Reseller will use the Operational Promptness stage to define the operational process that will be used in the management of Customer Accounts within the SES and the Marketplace and, furthermore, to install the End User Portal in the staggered sub-marketplace under the Reseller brand. , as it comes to be applicable.  

    IV.     Operational availability. This occurs when the Reseller has completed the customization process to allow the Reseller an online experience for its final users. 

5.     MANAGEMENT OF ALTERATIONS

TD will be able to make alterations in SES, in Cloud Programs or in Marketplace, at any time, without prior notification in any sense. The alterations to the terms that affect this Addendum, the Programs in Nuvem or Marketplace will be geridas not in the scope of SES and may require the Reseller, to access or portal of SES, to indicate their acceptance of the altered terms as well.

6.     SUPPORT SERVICES

You will need support as SES, or Reseller will have uninterrupted access (24 hours a day, seven days a week) to the SES Knowledge Center, through the SES Portal, with answers to the most frequent questions and doubts. The service for the Project Manager of the TD allocated to the Reseller will be made during the business hours, from second to sixth, from 9:00 a.m. to 6:00 p.m. Outside of business hours, the service will be provided in a 24/7 system and the Reseller may request support through the following means: (a) by email ContactUs.TsBr@techdata.com; (b) by phone, no number 0800 724 1115; or (c) by the SES Portal, which will generate a Service Protocol. The requests for support by the telephone number indicated above and the Service Protocols generated by the SES Portal will allow the registration of the request sent by the Reseller and his accompaniment until the end of the service. Requests for support received outside the TD file schedule will be answered during or after business hours.

7.     SERVICE LEVEL CONTRACT

A.     General Aspects of Hiring. The Service Level Agreement (“SLA”) applies to the SES and the Marketplace. The objective of the SLA is to guarantee the existence of appropriate elements and commitments so that the Reseller and its Clients may have access to satisfactory assistance and services.

b.     Service Provision Agreement. TD will provide the following support: (i) support by phone, from second to sixth, from 9:00 a.m. to 6:00 p.m.; (ii) support phone calls will be directed to a cell phone, and TD will make commercially reasonable efforts to provide a response or take any necessary action; and (iii) a support email will be monitored 24 (twenty four) hours per day. The Reseller's representative must be available, if necessary, when TD attempts to resolve your support request.

c.     Service Requests. When the Reseller requests support services, TD will forward your request to the respective Service Provider, assigning a priority level to your request.

    i.     High Priority. When the Reseller's access to the SES is “inoperative” or there is a critical impact on its business operations due to an apparent problem such as SES, a high priority level may be attributed to the corresponding service request. High priority incidents include security vulnerabilities, business continuity quests and service continuity quests. In order to resolve high priority incidents, both the Reseller and TD must devote all commercially reasonable efforts to resolve the situation.

    ii.     Medium Priority. When the performance of a certain service is prejudiced, compromised or reduced, but most of the commercial operations remain in operation, a medium priority level may be attributed to the service request sent by the Reseller. Incidents with medium priority include those that impact functionality, if no contour solution has been presented. For the resolution of incidents with medium priority, the Reseller and TD must dedicate full-time efforts, during business hours, to resolve the situation.

    iii.     Low Priority. When the operational performance of the Reseller's services is compromised, most of the business operations continue to function, or the Reseller requires information or assistance related to resources, installation or basic configuration of products/services, with little or no impact on their commercial operations, a low priority level may be attributed to the corresponding service request. Incidents with low priority include small user interface problems, problems in which the functionality is not compromised, as well as problems for which an outline solution has been presented. For the resolution of incidents with low priority, the Reseller and TD must dedicate efforts, during business hours, to assess the service request presented by the Reseller. 

d     In relation to the service requests described in the SLA, TD will present its response to the incidents and/or service requests sent to the Reseller within two following periods: (i) incidents with high priority, within zero to two hours; (ii) medium priority incidents, within 48 hours; or (iii) incidents with low priority, within five working days. A response in questão may include remote assistance.

8.     ACEITÁVEL USE POLICY

A.     The Reseller agrees not to modify, migrate, adapt, translate, perform or frame or reproduce the Cloud Marketplace or any related software (together, or “Software”) or, still, reverse engineer, decompile, disassemble or attempt to identify or source code of such Software. Reseller is prohibited from sublicensing, assigning or transferring the Software or any rights to it related to or, further, authorizing or permitting or accessing any non-public portion of the Software by any other physical or legal person, with the exception of employees and contracted physical persons ( For example, temporary employees) of the Reseller and who have been authorized by the latter to have access to the non-public Software parcels.

b.     Reseller may make or download and extract copies of the Software documentation for its internal use, only as many copies as are reasonably necessary. Reseller shall preserve all copyright and other proprietary notices on all copies of such documentation.

c.     Reseller will make commercially reasonable efforts to prevent or access or improper use of the Software through its systems or Accounts, obligating itself to promptly notify TD if logo takes notice of access or improper use. The Reseller agrees not to use the Software illegally or to facilitate the practice of illegal acts.

d     O Software and licensed copies constitute the intellectual property of TD and its licensors. The structure, organization and code of the Software constitute valuable trade secrets and confidential information of TD and its licensors. The Software is protected by copyright, including, among others, by the Copyright Law of the United States, by provisions of international treaties and by the laws applicable in the country where it is being used. Except as otherwise expressly provided herein, access to the Software does not grant Reseller any intellectual property rights over it.

9.     GREAT SOFTWARE
 
The Reseller grants TD and its licensors a worldwide, non-exclusive, indefinite-term, irrevocable, totally withdrawn license, free of charge and subject to sub-licensing, to use and incorporate into the Software any suggestions, enhancement requests, recommendations or other form of feedback not concerning the characteristics of the Software's functionalities made available by the Reseller in relation to the Software.

10.     PRICE, WARRANTY AND LIMITATION OF LIABILITY

A.     The price of the Reseller's access to SES may vary according to time. . I prefer to use SES as a Reseller to manage and make available your Accounts, place Orders and, in another way, contract with your Customers and with Cloud Service Providers, and it is unique for each Cloud Program in which the Reseller participates. The terms related to the prices will consist of separate Additives of this Contract.

b.     THE RESELLER ACKNOWLEDGES AND AGREES THAT O SES, O MARKETPLACE EM NUVEM E OUTRAS LHE OFFERS AVAILABLE PELA TD “NO STATE EM FOUND”, WITHOUT WARRANTIES OF ANY NATURE, EXPRESS OR IMPLIED, OR INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF NEGOTIABILITY, FITNESS FOR A SPECIFIC PURPOSE, OWNERSHIP, NOT VIOLATED OR AINDED, NO OFFER DEFECTS.

c.     Under no circumstances, it is hypothesized that TD will be held liable for indirect, special, incidental or consequential damages resulting from any use or inability to use the offers made available by TD under this Agreement, or including, among others, compensation for lost profits, loss of business, work stoppage, computer failure or malfunction, as well as all other losses or damages of a commercial nature, even though the Reseller has informed TD of the possibility of such damage occurring. To the extent permitted by the terms of the applicable legislation, the value that the Reseller recovers from TD as direct damages will not exceed the price of the respective offer. There is a limitation of liability above established for reputedly invalid under the terms of the applicable legislation, in no circumstance to total liability of TD  will exceed USD 50,000.00 (fifty thousand US dollars) or equivalent value. THE RESELLER WILL BE ENTIRELY RESPONSIBLE FOR ANY CONTENT, APPLICATION OR SOFTWARE THAT THE RESELLER OR ITS CUSTOMERS WILL INCORPORATE OR DEVELOP WITHOUT THE SCOPE OF ANY SERVICE OR OFFER. OR RESELLER AGREES, AT ITS EXCLUSIVE EXPENSE, TO INDEMNIFY, DEFEND AND HOLD TD AGAINST QUAISQUER CLAIMS, DAMAGES, LIABILITIES, COSTS AND PAYMENTS OR AGREEMENTS, DIRECTLY OR INDIRECTLY ARISING: (i) THE REFERRED CONTENT, APPLICATION OR SOFTWARE, OR EVENTUAL LOSE OR CORRUPÇÃO TWO MESMOS; (ii) OF ANY ACCESS TO SES OR MARKETPLACE BY NON-AUTHORIZED PERSON; OR (iii) USE OF ANY OFFER IN CONJUNCTION WITH OTHER OFFERS OR PRODUCTS, WHICH IS IN VIOLATION OF THE PROVISION OF CLAUSE 10(D) BELOW.

d     The Reseller will have to comply with the specifications of the Cloud Service Provider in relation to quaisquer Serviços. The Services cannot be used in critical security applications or other applications in which a fault could reasonably cause personal injury, loss of life or serious material damage. Under the assumption that the Reseller will use or market the Services for use in these applications or fail to comply with the Cloud Service Provider's specifications, or if a Reseller's Client will use the Services in these applications or fail to comply with the aforementioned specifications, the Reseller acknowledges that the use , commercialization or discovery in questão will run by its own account and risk.

eleven.     DIRECTS RESERVED TO TD, NEW PROGRAMS AND FERRAMENTAS AND DISCONTINUED

A.     Observing the provisions on notifications established hereinafter, TD reserves the right to modify or discontinue its Cloud Programs and Cloud Program Tools (“Tools”). TD may, at its sole discretion, discontinue one or more Programs or Hardware at any time, upon prior notice of 90 (ninety) days regarding such interruption. Discontinuation will not affect Orders accepted prior to the date of discontinuation, newer Orders will not be accepted after the date of discontinuation of both Programs or Hardware.

b.     TD may, in its sole discretion, periodically modify one or more Programs or Hardware, such as, for example, working with new products and services from third parties and implementing updates in accordance with the modifications made by parents. TD will inform the Reseller, in writing, 30 (thirty) days in advance, about changes, significant or not, in the description of a Program or Hardware. These modifications may have an impact on new or existing Orders. Within 60 (sixty) days counted from receipt of notification regarding changes in a Program or Hardware, the Reseller may cancel his Order for that Program, sem ônus.

12.     DEFINITIONS

The terms defined below shall have the meanings attributed in this Addendum and in the documents shared between the parties. Unless otherwise expressly defined in this Addendum, terms beginning with capital letters shall have the same meaning attributed to them.

“Conta” shall mean the formal commercial agreement between TD and a reseller or a client, as established in the SES. 

“Marketplace em Nuvem” is the main catalog of products available for resale and purchase of products for direct customers.

“TD Products or TD Packages” shall mean offers of service packages with the TD brand, identified by TD at www.gestionatunube.com and related to non-SES under the Products module.

“Client or End User” shall mean a physical or legal person who sells a Service through SES as a Reseller. 

“Client Account(s)” shall mean an Account established not by SES under the Client module. A Customer Account will be able to have one or more Orders of Services from one or more Service Providers in Cloud.

“Final User Portal” shall mean an internet portal, separate and specific, developed so that Reseller Clients can access the SES portal.

“Product(s)” shall mean a cloud-based solution, which may be a combination of software, services, and infrastructure.

“Service(s)” shall mean a product, or that includes a TD Product or a TD Package, made available from a Cloud Service Provider, through SES or the TD Cloud Marketplace.

“Order(s) for a Specific Term” shall mean a specific term agreed upon between the parties for the use of a specific product or service.

“Order of Service or Request” shall mean an order of Services to be attributed or linked to an SES Customer Account.

“Service Provider(s)” shall mean the original manufacturer of any software, cloud infrastructure, service offerings and products made available to the Reseller and their Clients, as defined in this Addendum.

13.     THERMO OF OIL

Once we accept this document, the parties agree that they are bound by the terms of this Addendum, and the Reseller acknowledges and accepts the following:

one.     This Addendum is associated with the terms of the TD Reseller Agreement.

two.     All the Orders will be incorporated by reference to this Addendum, being likewise subject to the terms set forth herein.

14.     NOTICE OF PROPERTY 

The data and information contained in this Addendum constitute the commercial secret of TD, or have a commercial or financial nature, and are also protected by secrecy and confidentiality. These data and information are made available to the Reseller in confidence, it being understood that the Reseller, except with the written consent of TD, will not disclose or disclose this Addendum, except as otherwise required by law. This limitation does not restrict the Reseller's right to use or disclose this data and information, obtained together with other sources and without such restrictions. 

EITHER CLICK NOT TO BUTTON “OIL” BELOW, OR RESELLER STATES THAT I READ THE TERMS OF THIS ADDENDUM, THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY ITS CONDITIONS.