Please read the following Terms and Conditions (“Terms”) carefully before using this partner center, (the “Partner Center”) so that you are aware of your legal rights and obligations with respect to your use of the Partner Center, powered by Armis Inc. and its affiliates (“Armis“, “we“, “our” or “us“). By submitting the application form, you are applying to become Armis partner for the purpose of reselling and/or distributing Armis’ products, and hereby agree to be bound by these Terms, which constitute a binding agreement between you and Armis.
By submitting your application, you represent and warrant that: (a) you are at least eighteen (18) years old; and (b) you have obtained all permissions and consents necessary from your employer (if any) to be bound by these Terms.
- Partner Center. The Partner Center is intended to serve as a centralized location for information to Armis existing resellers, distributors or other partners and will include information regarding the deal registrations, Armis’ standard regional price list, Armis’ service level agreement and other information that may be applicable to you, all as may be updated by Armis from time to time.
- Restrictions. You shall not: (i) copy, distribute or modify any part of the Partner Center without our prior written authorization; (ii) use, modify, create derivative works of, transfer (by sale, resale, license, sublicense, download or otherwise), reproduce, distribute, display or disclose Content (defined below), except as expressly authorized herein; (iii) disrupt servers or networks connected to the Partner Center; (iv) use or launch any automated system (including without limitation, “robots” and “spiders”) to access the Partner Center; and/or (v) circumvent, disable or otherwise interfere with security-related features of the Partner Center.
- Account. In order to use the services available on Partner Center, you will have to register to the Partner Center and create an account (“Account“). You agree not to create an Account on behalf of any third party or use any third party’s Account without their permission. When creating your Account, you must provide accurate and complete information. As between you and Armis, you are solely responsible and liable for the activity that occurs in your Account. You must keep your Account password secure and notify Armis immediately of any breach of security or unauthorized use of your Account.
- Intellectual Property Rights.
- The (i) content on the Partner Center, including without limitation, the text, documents, articles, brochures, descriptions, products, software, graphics, photos, sounds, videos, interactive features, and services (collectively, the “Content“), and (ii) the trademarks, service marks and logos contained therein (“Marks“), are the property of Armis and/or its licensors and may be protected by applicable copyright or other intellectual property laws and treaties. We reserve all rights not expressly granted in and to the Partner Center and the Content.
- You hereby acknowledge that Content on the Partner Center is provided to you for your information and personal use only.
- Deal Registration. You may participate in Armis deal registration program which is available on the Partner Center. Under such registration program, you may receive certain discounts and/or exclusivity benefits. Armis does not undertake to accept any deal registration request. You represent and warrant that you own or have the necessary rights and permissions to submit any deal registration request (including any content specified therein) and that the content in your request is accurate.
- Warranty Disclaimers.
THE PARTNER CENTER AND CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. ARMIS HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND THOSE ARISING BY STATUTE OR FROM A COURSE OF DEALING OR USAGE OF TRADE. ARMIS DOES NOT GUARANTEE THAT THE PARTNER CENTER AND CONTENT WILL BE FREE OF BUGS, SECURITY BREACHES, OR VIRUS ATTACKS. THE PARTNER CENTER MAY OCCASIONALLY BE UNAVAILABLE FOR ROUTINE MAINTENANCE, UPGRADING, OR OTHER REASONS. Some jurisdictions do not allow the exclusion of certain warranties, so to that extent the above limitations may not apply to you.
- Limitation of Liability.
- TO THE FULLEST EXTENT PERMISSIBLE BY LAW, ARMIS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES OF ANY KIND, OR FOR ANY LOSS OF DATA, REVENUE, PROFITS OR REPUTATION, ARISING UNDER THESE TERMS OR OUT OF YOUR USE OF, OR INABILITY TO USE, THE PARTNER CENTER AND/OR THE CONTENT, EVEN IF ARMIS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitations may not apply to you.
- IN NO EVENT SHALL THE AGGREGATE LIABILITY OF ARMIS FOR ANY DAMAGES ARISING UNDER THESE TERMS OR OUT OF YOUR USE OF, OR INABILITY TO USE, THE PARTNER CENTER EXCEED THE TOTAL AMOUNT OF FEES, IF ANY, PAID BY YOU TO ARMIS FOR USING THE PARTNER CENTER DURING THE THREE (3) MONTHS PRIOR TO BRINGING THE CLAIM.
- Indemnity. You agree to defend, indemnify and hold harmless Armis and our affiliates, and our respective officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses (including but not limited to attorney’s fees) arising from: (i) your use of, or inability to use, the Partner Center; or (ii) your violation of these Terms.
- Term and Termination. Armis, in its sole discretion, has the right to terminate these Terms and/or your access to the Partner Center, or any part thereof, immediately at any time and with or without cause (including, without any limitation, for a breach of these Terms). This Section 11 and Sections 5 (Intellectual Property Rights), 8 (Warranty Disclaimers), 9 (Limitation of Liability), 10 (Indemnity), and 12 (General) shall survive termination of these Terms.
- Entire Agreement. These Terms shall constitute the entire agreement between you and Armis concerning the Partner Center. If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect.
- Independent Contractors. You and Armis are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between you and Armis. You must not under any circumstances make, any warranties, representations or commitments on behalf of Armis.
- Governing Law; Jurisdiction. These Terms shall be governed by, and construed in accordance with, the laws of California, without regard to any conflicts of laws rules or principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms. Any claim, dispute or controversy under, or otherwise in connection with, these Terms shall be subject to the exclusive jurisdiction and venue of the courts located in the competent courts of Santa Clara County
- Modifications to these Terms. Armis may, from time to time and in its sole discretion, modify these Terms. Armis will endeavor to (but does not guarantee that it will) notify you of the updated Terms (the “Updated Terms“). The Updated Terms will take effect upon the date specified in the notice given to you (or, if no notice is given, or no date is specified, then ten (10) days after the date such Updated Terms are posted online). If you objects to the modifications, then, as your sole remedy, and Armis’ sole liability, you may stop using the Partner Center.
- Assignment. Armis may assign these Terms without your consent, and without notice or obligation to you. You may not assign these Terms without Armis prior express written consent. Any prohibited assignment shall be null and void.
- Remedies. Except as may be expressly stated otherwise in these Terms, no right or remedy conferred upon or reserved by any party under these Terms is intended to be, or shall be deemed, exclusive of any other right or remedy under these Terms, at law or in equity, but shall be cumulative of such other rights and remedies.
- Waiver. No failure or delay on the part of any party in exercising any right or remedy under these Terms shall operate as a waiver thereof preclude any other or further exercise thereof or the exercise of any other right or remedy. Any waiver granted hereunder must be in writing, and shall be valid only in the specific instance in which given.
Last updated: May 2020