BLACKBERRY ENTERPRISE PARTNER PROGRAM TERMS and CONDITIONS for RESELLERS

THESE BLACKBERRY ENTERPRISE PARTNER PROGRAM TERMS AND CONDITIONS FOR RESELLERS (“TERMS AND CONDITIONS”) FORM A LEGAL AGREEMENT BETWEEN YOU AND BLACKBERRY LIMITED, HAVING ITS REGISTERED OFFICE AT 2200 UNIVERSITY AVENUE EAST, WATERLOO, ONTARIO, CANADA N2K 0A7 (“BLACKBERRY”).

BY CLICKING ON THE “SUBMIT” BUTTON YOU INDICATE THAT: (A) YOU AGREE ON YOUR OWN BEHALF AND ON BEHALF OF EACH ENTITY FOR WHOSE BENEFIT YOU ACT (“YOU”, “YOUR” OR “RESELLER”) TO THESE TERMS AND CONDITIONS; (B) YOU MAY NOT USE THE BENEFITS (AS HEREINAFTER DEFINED) WITHOUT AGREEING TO THESE TERMS AND CONDITIONS; AND (C) IF YOU ARE RESIDENT IN A JURISDICTION OUTSIDE OF SOUTH AND CENTRAL AMERICA THAT YOU ARE NOT A CONSUMER AS DEFINED BY LEGISLATION IN YOUR JURISDICTION.  IF, PRIOR TO USING THE BENEFITS: (A) YOU DECIDE YOU ARE UNWILLING TO AGREE TO THESE TERMS AND CONDITIONS, DO NOT CLICK “SUBMIT”; OR (B) IF YOU HAVE ALREADY CLICKED “SUBMIT”, PLEASE CONTACT BLACKBERRY AT LEGAL@BLACKBERRY.COM TO INFORM BLACKBERRY THAT YOU WISH TO TERMINATE THESE TERMS AND CONDITIONS, AND WILL NOT BE USING THE BENEFITS.  BLACKBERRY AND YOU ARE EACH A “PARTY” AND COLLECTIVELY THE “PARTIES” TO THESE TERMS AND CONDITIONS.

1. Definitions.

    (a) “Agreement” means the agreement between Reseller and BlackBerry (or one of its affiliates) for the resale of the BlackBerry Solution.

    (b) “BlackBerry Enterprise Partner Program” or “BEPP” means BlackBerry’s program for carriers, distributors and resellers that mandates such carrier’s, distributor’s and/or reseller’s ability to become an authorised, accredited provider of BlackBerry enterprise products and support services.

    (c) “BEPP Program Description” means the terms and conditions, as well as description of benefits, related to the BlackBerry Enterprise Partner Program, currently located at http://global.blackberry.com/content/dam/blackberry-partners/pdf/BlackBerry-Solutions-Provider-Program.pdf and as may be updated by BlackBerry from time to time.

    (d) “Marks” means any trademarks, trade names, service marks, commercial symbols, icons, trade dress, logos or other indicia of origin.

2. BlackBerry Enterprise Partner Program.  Where Reseller wishes to partner with BlackBerry for the effective delivery of certain BlackBerry enterprise products and support services to enterprise customers, Reseller agrees to participate in the BlackBerry Enterprise Partner Program in compliance with the following:

    (a) Benefits.  For so long as Reseller is an active member of the BlackBerry Enterprise Partner Program and has achieved the necessary authorizations, BlackBerry agrees to provide Reseller with those benefits that Reseller has qualified for, in accordance with the then current BEPP Program Description (the “Benefits”). 

    (b) Membership.  Reseller’s membership under the BlackBerry Enterprise Partner Program shall at all times be subject to and conditional upon Reseller’s compliance with the terms of the Agreement, these Terms and Conditions, and the BEPP Program Description (collectively, the “BEPP Terms”).

    (c) Use of Marks.

        (i) Subject to Reseller’s compliance with the BEPP Terms, during the term of Reseller’s BEPP membership, BlackBerry authorizes Reseller to use, on a non-exclusive, non-sublicensable and non-transferable basis, BlackBerry’s Marks, at the tier level approved by BlackBerry, solely in connection with the BlackBerry Enterprise Partner Program, provided that such use of BlackBerry’s Marks shall, in all cases, be subject to compliance with the applicable BlackBerry branding guidelines provided to Reseller (as they may be updated from time-to-time).  Any right not expressly granted in this Section is reserved to BlackBerry.

        (ii) Reseller hereby grants to BlackBerry a non-exclusive, royalty-free license during the term of its BEPP membership to use, reproduce and display Reseller’s Marks and refer to Reseller and/or Reseller’s products or services for the purposes of: (i) marketing and promotion of the BlackBerry Enterprise Partner Program and/or Reseller’s products or services including but not limited to the distribution, directly and indirectly through third parties, of marketing and promotional materials displaying Reseller’s Marks; (ii) displaying Reseller’s Marks on BlackBerry's websites; and (iii) any other use to which Reseller provides its prior written consent to BlackBerry.

        (iii) The Parties agree that each Party retains the sole ownership of all rights, title and interests anywhere in the world to their Marks and the goodwill associated therewith.  Each Party agrees that it does not have any ownership or title in or to any of the other Party's Marks.  All goodwill associated with the use of the other Party's Marks pursuant to the BEPP Terms shall inure solely to the benefit of the owner of the Marks.

    (d) Language & Translation.  Benefits will be provided by BlackBerry in English except as otherwise specifically noted otherwise in the BEPP Terms.  If the BEPP Terms are translated into a language other than English, the English version will prevail to the extent that there is any conflict or discrepancy in meaning between the English version and any translation thereof.

    (e) Data Privacy & Protection. 

        (i) Reseller expressly consents to BlackBerry’s collection and use of certain Reseller personal information (including contact names, business addresses and email addresses), which information will be used to distribute communications and updates regarding the BlackBerry Enterprise Partner Program to Reseller.  All such personal information will be collected and maintained by BlackBerry in accordance with BlackBerry's Privacy Policy found at http://web.blackberry.com/legal/privacy-policy.  Reseller may withdraw its consent at any time through links available in BlackBerry’s Privacy Policy, or by writing to BlackBerry at: Privacy Office c/o BlackBerry Legal Department, 2200 University Avenue East, Waterloo, Ontario, Canada N2K 0A7.

        (ii) Where BlackBerry has provided Reseller with contact information for BlackBerry’s authorized distributors, which in certain jurisdictions may be deemed to be that distributor’s personal information, Reseller will comply with all applicable laws related to the use and disclosure of such information.

    (f) Term & Termination.  These Terms and Conditions shall remain in effect for the duration of Reseller’s BEPP membership, and may be terminated: (i) for convenience by a Party providing at least 30 days’ prior notice to the other Party; (ii) immediately by BlackBerry, in the event it reasonably believes Reseller is not in material compliance with the BEPP Terms; or (iii) immediately upon termination or expiry of the Agreement.

    (g) Effect of Termination.  Upon termination of BEPP Terms, Reseller’s membership under the BlackBerry Enterprise Partner Program shall be immediately revoked and Reseller shall no longer be entitled to receive any Benefits.  BlackBerry may take such additional measures as it deems reasonable, in its sole discretion, to protect the availability and continuity of the services for any customers and Reseller shall reasonably cooperate with BlackBerry to facilitate such continued availability and continuity

    (h) Relationship of the Parties.  Nothing contained in the BEPP Terms shall be construed to create or imply a joint venture, partnership, principal-agent, or employment relationship between the Parties. Without limiting the foregoing, and for the purposes of clarification, any use of the word “partner” in or in relation to the BlackBerry Enterprise Partner Program is intended to denote the relationship of the Parties in a marketing sense, and is not intended to convey legal meaning or to create a legal relationship.

    (i) EXCEPT TO THE EXTENT SPECIFICALLY PROHIBITED BY APPLICABLE LAW IN RESELLER’S COUNTRY OR JURISDICTION AND EXCEPT AS EXPRESSLY SET OUT IN THESE TERMS AND CONDITIONS, BLACKBERRY MAKES NO REPRESENTATIONS, WARRANTIES, ENDORSEMENT, GUARANTEES, ASSURANCES OR CONDITIONS WHATSOEVER, EITHER EXPRESS OR IMPLIED, ABOUT THE BENEFITS.

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