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BlackBerry Value Added Reseller Locator - Terms and Conditions

Please read the terms and conditions of these BlackBerry Value Added Reseller Locator Terms and Conditions (the "Agreement") carefully. This Agreement is a legal agreement between you individually if you are agreeing to it in your own capacity, or if you are authorized to complete the registration on behalf of your company or another organization, between the entity for whose benefit you act ("You"), and Research In Motion Limited ("RIM Canada") (together the "Parties" and individually a "Party"). BY INDICATING YOUR ACCEPTANCE BY CLICKING ON THE APPROPRIATE BUTTON BELOW, OR BY SUBMITTING THE INFORMATION REQUESTED BELOW, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT.

  1. Definitions. The following terms shall be defined as follows when used in this Agreement:
    1. "Authorized Signatory" means either the CEO, CFO, CAO, COO or President of RIM Canada.
    2. "Partner Portal" means the http://spn.blackberry.com web site.
    3. "Program" means the BlackBerry Value Added Reseller Locator program.
    4. "Personal Information" means information that: (i) directly identifies an individual, or (ii) can be used together with other information to identify an individual.
    5. "RIM" means RIM Canada and its subsidiaries and affiliates.
    6. "Territory" means Canada and/or the United States of America.
    7. "Site" means that portion and those web pages of the blackberry.com web site relating to the Program.
  2. Program Period. This Agreement will commence as of the date You accept this Agreement (the "Effective Date") and will continue until terminated by RIM Canada (the "Term")
  3. Eligibility. To be eligible to participate in the Program, You must: (i) have agreed to the Ingram Micro BlackBerry Rider and/or Tech Data US for the Territory (to allow You to sell BlackBerry products and services in the Territory); (ii) be currently registered as a member in good standing with the Partner Portal; (iii) have recorded BlackBerry product sales since January 2008; (iv) have one individual from Your organization who has completed the SellSmart online training module through the Partner Portal; and (v) have agreed to this Agreement. You also acknowledge and agree that RIM Canada: (a) is not obligated to grant Your admission to the Program; and (b) can temporarily or permanently remove You from the Site if, at any time during the Term of this Agreement: (1) You fail to maintain eligibility requirements for the Program, (2) You contravene any term or condition of this Agreement, or (3) You are deemed, RIM’s sole discretion, to be misrepresenting RIM or any one of its subsidiaries or affiliates and/or the BlackBerry brand in any way.
  4. No Certification. You acknowledge and agree that, unless expressly agreed to in writing by an Authorized Signatory: (i) RIM does not certify You or Your employees whatsoever in relation to any RIM products or services and/or Your ability to sell, service or provide training in relation to any RIM products and services; and (ii) You will not represent to any person or entity, including, but not limited to, through the use of any RIM trademarks, as being certified by RIM in relation to any RIM products or services and/or Your ability to sell, service or provide training in relation to any RIM products and services.
  5. No Endorsement. You acknowledge and agree that nothing arising under or in relation to this Agreement shall constitute an endorsement by RIM of You or any of Your products or services and You will not represent otherwise to any individual or entity.
  6. License. You hereby grant to RIM a non-exclusive, irrevocable, royalty-free license during the Term to use, reproduce, display and/or link to Your trademarks and/or content, including any web site URLs You provide, for the purposes of: (i) including a reference to You, Your contact information, and/or Your web site on the Site; and (ii) any other use to which You provide Your consent to RIM.
  7. Information. You agree to provide true, accurate, current and complete information, as required by RIM Canada in connection with the Program. All information is subject to verification by RIM Canada. If You provide any untrue, inaccurate or incomplete information that is, or RIM Canada has reasonable ground to suspect that such information is, untrue, inaccurate, not current or incomplete, RIM Canada may terminate Your participation in the Program and/or terminate this Agreement. Should there be any changes to the information You have provided to RIM Canada, You will promptly inform RIM Canada in writing giving details of any such changes. All decisions of RIM Canada with respect to any aspect of the Program are final, without right of appeal.
  8. Marketing Restrictions. In Your dealings with any individual or entity, You shall: (i) not engage in deceptive, misleading, illegal, or unethical practices, or in any practice, promotion or advertising related to RIM products or services that may be detrimental to RIM, to RIM’s products or services, or which may be in injurious to the reputation or goodwill of RIM; (ii) ensure that any statements You make about RIM or RIM products or services are fair and accurate; (iii) not make any representations, warranties, or guarantees: (a) concerning RIM products or services; or (b) that RIM has approved or sanctioned any statement that You make regarding any RIM product or service; (iv) not represent, warrant or guarantee that any RIM product or service is designed or licensed for use in circumstances where the failure of the RIM product or service is likely to result in significant risks to health or safety, where fail-proof delivery of time-specific information is required, or in other mission critical environments requiring fail-safe controls, including operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, or life support or weapons systems; and (v) comply with all applicable federal, state, provincial, and local laws, regulations or orders in performing Your duties or in exercising Your rights hereunder and with respect to RIM products or services.
  9. Standards for Your Products or Services. You agree that any of Your products or services used in connection with the RIM products or services, or likely to be associated with the RIM products or services, or with RIM, shall meet or exceed high standards of quality, service, reliability and availability and Your own published standards, specifications and documentation related thereto and shall be fit for the purposes for which they are intended. Without limiting the foregoing, Your services will be provided with reasonable skill, care and diligence and Your products will be of merchantable quality and fit for their intended purposes.
  10. Indemnity. You agree to indemnify, defend and save harmless RIM and each of their respective directors, officers, employees and agents from any and all third party claims, suits, actions, demands, and liabilities to the extent that these arise as a result of Your participation in the Program.
  11. Exclusion of Liability. You agree to release and hold RIM, and each of their respective directors, officers, employees and agents, harmless for any damages or other losses of any type in relation to this Agreement whatsoever, including consequential, exemplary, incidental, indirect, special, punitive or aggravated damages, loss of profits or revenues, failure to realize any expected savings, business interruption, loss of business information, loss of business opportunity, damage to reputation or goodwill, corruption or loss of data, failures to transmit or receive any data, problems associated with the Site, downtime costs, loss of use of the Site or any portion thereof or other pecuniary losses arising out of or related to this Agreement and, including without limitation, damages or losses resulting from: (i) any RIM product (including any software) or service, or the manufacture or sale or supply, or failure or delay in supply, of such products (including any software) or services by RIM or on the part of RIM’s employees or agents; (ii) any breach by RIM of any of the express or implied terms of this Agreement; (iii) any use made or resale by You of any RIM product (including any software) or service, or of any product incorporating any RIM product (including any software) or services; or (iv) any statement made or not made, or advice given or not given, by or on behalf of RIM.
  12. Modification/Termination. RIM Canada reserves the right to modify, cancel, terminate or suspend the Program, in its sole discretion, at any time. RIM Canada encourages You to periodically review the Site or the Partner Portal to determine if any changes have been made to this Agreement. If You continue to participate in the Program more than thirty (30) days after notification of a modification to the Program posted on the Site or the Partner Portal and which may also be emailed to You from RIM, You shall be deemed to have accepted the change to the Program and the revised terms of this Agreement.
  13. Data Protection and Privacy Policy. By submitting the information, which may include Personal Information, requested by RIM Canada to apply and/or participate in the Program, You consent to the collection, use, and/or disclosure of such information by RIM Canada for the purposes of: (i) RIM’s internal use; (ii) Your application to the Program and/or participate in the Program; (iii) any purposes permitted or required by any applicable law; and/or (iv) any of the other purposes which are set out in RIM's then current privacy policy, which may be viewed at
    http://www.blackberry.com/legal/privacy.shtml.
  14. No Additional Services. You agree that RIM has no obligation to provide any services to You other than as set out in this Agreement.
  15. Prior Obligations. Nothing in this Agreement or the Program releases You from any obligations You have to RIM or to any other Party regarding the promotion, marketing and/or distribution of RIM products and services.
  16. Survival. Any provision of this Agreement which expressly states it is to continue in effect after termination or expiration of this Agreement, or which by its nature would survive the termination or expiration of this Agreement, shall do so.
  17. Assignment. You may not assign or subcontract any of its rights or obligations under this Agreement without first obtaining the express written consent of an Authorized Signatory.
  18. Waiver: No waiver of a breach or omission by a Party under this Agreement shall be binding unless it is expressly made in writing and signed by the Party.
  19. No Agency. Nothing in this Agreement creates a relationship of agency, partnership, joint venture, or the like between You and RIM Canada and You shall not be entitled to, or purport to, bind or represent the other Party. You shall not do or allow any act which would imply apparent authority to act for RIM Canada.
  20. Whole Agreement. This Agreement supersedes all previous dealings, communications, understandings and expectations of the Parties and constitutes the whole agreement with respect to the transactions contemplated hereby, and there are no representations, warranties, conditions, or collateral agreements between the Parties with respect to such transactions except as expressly set out herein and in the instrument(s), if any, executed and delivered pursuant hereto.
  21. Governing Law. This Agreement shall be governed by and construed under the laws of Province of Ontario, Canada (exclusive of conflicts of laws rules). Each Party hereto irrevocably waives any objection on the grounds of venue, forum non-conveniens or any similar grounds and irrevocably consents to service of process by mail or in any other manner permitted by applicable law and consents to the jurisdiction of the courts of the Province of Ontario. The Parties further hereby waive any right to a trial by jury with respect to any lawsuit or judicial proceeding arising or relating to this Agreement.