|To register as an Asus Advantage partner with Asus, your company must accept the terms and conditions of this Asus Advantage Agreement. This agreement applies to registered partners that are qualified to be Asus “resellers, as those terms are defined in part A below:|
Part A. Asus Authorization and Resale Rules.
|1.1 Asus Authorization.
During the term of this Agreement, Asus hereby authorizes Reseller to purchase and/or license Asus Services and Products only from an Authorized Source, and to resell and/or redistribute such Asus Services and Products directly to End Users who deploy Products and receive Asus Services within the Territory.
|1.2 No Resale Outside the Territory.
Reseller agrees not to solicit Product or Service orders, engage salespersons, Resell, or establish warehouses or other distribution centers outside of the Territory.
1.3 Sales to End Users.
|1.4 . Pricing and Authorized Source .
The prices Reseller pays for Asus Services and Products will be set by the Authorized Source from which Reseller purchases such Asus Services and Products. Subject to Asus's ability to impose maximum resale price limitations, Reseller is free to determine its Resale prices unilaterally.
|Part B General Terms and Conditions|
|1. Partner Benefits. During the term of this Agreement the following benefits shall apply:|
|1.1 Asus Advantage Access. Partner shall have partner-level access to the information and tools on the Asus Advantage web site, provided Partner's use of such information is subject to the terms and conditions of Asus Advantage and the Confidentiality obligations of this Agreement.|
|1.2 “Where to Buy” Listing. Unless Partner tells Asus in writing that it may not do so, Asus may include Partner in the Asus Advantage within the Asus USA official web site: http://us.asus.com|
|1.3 Registered Partner Logo. Partner shall have the right to use the Registered Partner Logo to promote the sale of Asus Products, Asus Services and Professional Services to End Users within the Territory.|
|2. Term and Termination.|
|2.1 Term. This Agreement will expire upon the later of (a) one (1) year after the date it is accepted by Asus, unless extended by written agreement of both parties or sooner terminated pursuant to this Agreement, or (b) the date that the Partner's most recent certification or specialization expires.|
|2.2 Termination. This Agreement may be terminated for convenience, for any reason or no reason, by either party upon no less than thirty (30) days prior written notice to the other. This Agreement may be terminated by Asus for cause upon Partner's material breach of the Agreement, on ten (10) days notice|
|2.3 Effect of Termination. Upon the termination or expiration of this Agreement, Partner's rights to purchase Asus Services and Products from any Authorized Source shall immediately terminate, Asus shall discontinue all Partner benefits listed above, and Partner shall immediately (a) cease to represent itself as a Asus Registered Partner, and (b) cease its use of any of the Marks.|
|3. Use of the Registered Partner Logo and other Marks.|
|3.1 Asus grants to Partner, during the term of this Agreement, the right to use the Marks, including the Registered Partner Logo, in the Territory, solely to promote the Resale of Asus Products and Asus Services to End Users, provided that such Resales are pursuant to all the terms and conditions of this Agreement. Partner shall not affix any Asus trademarks or service marks to any products. Partner's usage of the Marks must conform to the Guidelines provided by Asus.|
|3.2 Partner shall not acquire, use, promote or Resell Non Genuine Products. Additionally, Partner shall notify Asus promptly of the existence, or suspected existence, of Non-Genuine Products in possession of third parties, and further agrees that it will, at Asus's request, assist Asus to diligently pursue an action against any third party in possession of Non Genuine Products.|
|3.3 If Partner acquires, uses, promotes or Resells Non-Genuine Products, Asus may take one or more of the following actions, at Asus's discretion: (i) require Partner, within ten days of Asus's request, to recall and destroy all Non-Genuine Products that Partner has sold to End Users and replace such products with legitimate, equivalent Products, (ii) require Partner, within five days of receiving Asus's written request, to provide Asus with all details related to Partner's acquisition of all Non-Genuine Products, including without limitation, its suppliers, shipping details and all buyers to whom Partner resold Non-Genuine Products, and/or (iii) immediately terminate this Agreement pursuant to Section Above.|
|4. Confidentiality and Publicity.
In the event that Partner receives from Asus information that is marked as confidential, Partner shall protect that information using the same degree of care as it uses to protect its own sensitive business information, but not less than a reasonable degree of care, and shall not disclose such information to any third party without Asus's prior written consent. Partner shall only use such information in connection with the promotion and Resale of Asus Products and Services. Upon the termination or expiration of this Agreement, Partner will promptly return any confidential information provided by Asus to Partner. Except as expressly provided in this Agreement, neither Asus nor Partner will issue press releases or make other public announcements that identify Partner as an authorized or registered Partner without the express written consent of the other party. In addition, Partner shall at no time (nor cause any third party to) take any action, publish or otherwise communicate anything which is or may be detrimental to the business reputation of Asus.
|5. License to Information.
Information made available to Partner through Asus Advantage is made available subject to the terms contained in the Asus Advantage "Important Notices" and any additional terms as Asus may notify Partner of through Asus Advantage Information provided through Asus Advantage may be used only in connection with Partner's promotion and Resale of Asus Products and Services.
|6. Limitation of Liability .
NOTWITHSTANDING ANYTHING ELSE HEREIN, ALL LIABILITY OF ASUS AND ITS SUPPLIERS FOR CLAIMS ARISING UNDER THIS AGREEMENT OR OTHERWISE SHALL BE LIMITED TO THE MONEY PAID BY PARTNER TO ITS AUTHORIZED SOURCE FOR ASUS SERVICES AND PRODUCTS IN THE THREE (3) MONTHS PRECEDING THE EVENT OR CIRCUMSTANCES GIVING RISE TO SUCH LIABILITY. THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER-INCIDENT.
|7. Waiver of Consequential Damages.
IN NO EVENT SHALL ASUS OR ITS SUPPLIERS BE LIABILE FOR ANY INCIDENTAL, SPECIAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES, LOST REVENUE, LOST PROFITS, OR LOST OR DAMAGED DATA, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF ASUS OR ITS SUPPLIERS HAVE BEEN INFORMED OF THE POSSIBILITY THEREOF.
|8. Obligation to Maintain Contacts.|
8.1 Requirement to Maintain. Beginning January 1ST, 2006, and at all times thereafter, Partners are required to have at least one valid contact associated to their company at all times in the Asus Advantage Database.
|8.2 Reservation of Rights. Asus reserves the right to remove any Partner without sufficient valid contacts at such time, and using such means, as Asus may determine in its sole discretion. Whereas Asus may choose, at its option, to provide certain forms of notification regarding the removal of a Partner's status as a result of insufficient or invalid contacts in the Asus Advantage, Asus is not under any obligation to provide notification of any kind regarding any such removal.|
|8.3 Effect of Partner Removal. If Asus removes the Partner from the Asus Advantage in accordance with the foregoing, or Partner's status as a Partner is otherwise removed from the Asus Advantage, this Agreement shall terminate concurrently.|