Huawei Solution Partner Program Framework Agreement
User instruction: Huawei Technologies Co., Ltd. (hereinafter referred to as "Huawei") hereby reminds you (hereinafter referred to as the “Solution Partner") that, to register as a Solution Partner with Huawei, Solution Partner must accept the terms and conditions of this Huawei Solution Partner Framework Agreement (hereinafter referred to as the “Agreement") and all its attachments. The Solution Partner shall ensure that the person who click-accepts this Agreement on behalf of the Solution Partner has been fully authorized. This Agreement is effective as of the date when it is click-accepted by the Solution Partner (hereinafter referred to as the “Effective Date") and is binding upon both Huawei and the Solution Partner. Both parties shall comply with this Agreement. In addition, both Parties waive any defense against the validity and enforceability of this Agreement arising from the submission and acceptance of this Agreement in electronic form by the Solution Partner.
The Solution Partner agrees that if its representative accepts this Agreement electrically (details will be clarified in the Letter of Authorization), he/she shall ensure that he/she has been duly authorized to bind the Solution Partner to the terms and conditions of this Agreement. Should the said individual have not been authorized or the Solution Partner does not want to be bound by the terms and conditions of this Agreement, please do not click-accept this Agreement. The Solution Partner agrees that the email address provided in the Letter of Authorization corresponds to the Individual who is authorized to sign this Agreement on behalf of the Solution Partner.
The Solution Partner and Huawei are referred to as the "Party" separately and as "Parties" collectively.
Whereas, Huawei actively promotes the Huawei Solution Partner Program around the globe (the “Solution Partner Program" or the “Program") and the Solution Partner is willing to participate in the Program, both Parties enter into this Agreement concerning the aforesaid cooperation:
1. about the Program
1.1 Solution Partner Program. This Agreement allows the Solution Partner to participate in the Solution Partner Program. The Program offers multiple tiers of membership. The benefits available, expenses, and requirements vary by Program tier. The requirements for, expenses of, and benefits of each tier are set forth in the Huawei Solution Partner Program Guidelines (hereinafter referred to as the “Program Guidelines"), which are provided on the website of Huawei or otherwise made available by Huawei.
1.2 Program Guidelines. The Program Guidelines are an integral part of this Agreement. The Solution Partner shall comply with the Program Guidelines and acknowledge that Huawei can develop, release, modify, interpret, and rescind the Program Guidelines in its sole discretion. Huawei is entitled to revise the Program Guidelines at its own discretion from time to time. Huawei will notify the Solution Partner via its website after changes to the Program Guidelines are made. Changes to the Program Guidelines shall take effect as of the date when Huawei first posts notice of such changes or as of the date set forth in the notice.
1.3 Testing Requirement. The Solution Partner agrees to submit solutions or products to Huawei for testing and certification as required by the Program Guidelines.
1.4 Technical Support. The Solution Partner may obtain technical support from Huawei in accordance with the Program Guidelines.
1.5 Equipment Support. The Solution Partner may obtain equipment (the “Demo Equipment”) support from Huawei in accordance with the Program Guidelines, to design, develop, test, and/or demonstrate solutions in its own laboratories, customer's places, places of other third parties or other non- production and non-sales scenarios. Huawei shall have the right to periodically inspect and audit the use of such Demo Equipment by the Solution Partner. If Huawei discovers that the Solution Partner uses the Equipment in other scenarios other than the aforesaid ones without prior written consent of Huawei, Huawei is entitled to require the Solution Partner to return the discount granted and hold the Solution Partner liable for breach of this Agreement according to the stipulations of Section 8 hereof.
1.6 Marketing Support. Once the Solution Partner satisfies the conditions of the Program Guidelines and obtains approval from Huawei, the Partner may obtain marketing support from Huawei in accordance with the Program Guidelines.
1.7 Customer Support. The Solution Partner may provide support, training, and other related services in accordance with the Program Guidelines and/or other mutual agreement by both Parties.
1.8 Solution Incentive Plan. The Solution Partner may be eligible for the corresponding incentives according to the Program Guidelines.
2. Marketing and Publicity
2.1 Copyright License. The Solution Partner hereby grants to Huawei a non-exclusive right to copy, edit, display, and distribute any and all materials submitted to Huawei in electronic, web-based and/or printed form for exhibition on the websites of Huawei, either external or internal.
2.2 Solution Partner Plan Marketing Support. Under the solution partner plan, without perjury to Huawei's brand image and benefits and without violation of confidentiality obligations, solution partners can use the marketing support provided by the solution plan based on Huawei's cooperation facts, objectively and authentically promoting both parties' cooperation relationship and results. Marketing resources include: a. partner level certificate and logo; b. marketing activities and a marketing platform provided by Huawei, c. online marketing platform (Marketplace). For details in using the above mentioned marketing resources, consult the required conditions in the plan guide. Partners can release solutions in Marketplace (Huawei's partner solution presentation platform), and use their own website, exhibition halls, and exhibitions for promotion.2.3 Publicity Limitations. Without Huawei's written permission, solution partners shall not publish any information regarding cooperation with Huawei in any way, through any media or any promotion channel outside of the Huawei enterprise service solution partner plan marketing support's license scope.
3.1 The Solution Partner warrants that it is a corporation duly established and existing effectively with full, legitimate, and valid rights and authorization to sign and perform this Agreement as well as to fulfill obligations hereunder without any barriers de jure and/or de facto, including but not limited to acquisition of relevant business licenses and governmental authorization. Solution Partner shall also ensure there is no conflict between fulfillment of this Agreement and observance of its articles of association and/or other agreements that have been signed by the Solution Partner. The Solution Partner shall be a corporation with corresponding operation qualifications and present Huawei a copy of the business license and valid certificates for the said qualifications. In case the Solution Partner fails to provide such qualification certificates, Huawei is entitled to terminate cooperation hereunder. The Solution Partner represents and warrants that its representative is fully authorized to sign this Agreement.
3.2 All technical information, hardware, software, trademarks, and confidential information are provided "As is" to the Solution Partner by Huawei, without any warranties, whether express, implied, statutory, or otherwise, including but not limited to warranties of ownership of rights, merchantability, fitness for a particular purpose, non-infringement, no latent or other defects, accuracy, or no errors.
3.3 The Solution Partner shall register for an account on Huawei's website and keep true and accurate records. The Solution Partner acknowledges that the said account provides important access to Huawei's official website and supporting platforms for performing this Agreement, as well as business management and inquiry. Therefore, the Solution Partner shall keep the account and the passwords properly and be responsible for their security.
4. Intellectual Property
4.1 Technologies, Patents, and Copyrights. Except for the trademark license as expressly stipulated in this Agreement, any provision or content in this Agreement and attachments hereto does not grant any right of transfer, license or sublicense of any intellectual property, any license or transfer of any products, services or technologies owned by any third party, or any intellectual property in connection therewith. Technologies, patents, and copyrights provided hereunder shall remain the intellectual property of the originating party. If there are any new technologies, patents, and/or copyrights generated from any joint development of the solution, the Parties shall conclude a separate development agreement that would describe such work and stipulate the ownership of intellectual property right arising thereunder.
4.2 License of Solution Partner's Logo. The Solution Partner grants Huawei a worldwide, nonexclusive, nontransferable, royalty-free, and individual right to use the Solution Partner's Logo, based on the fact of the cooperation between the Parties, to carry out marketing publicity activities in scenarios such as Huawei's website, Marketplace (a marketing platform), exhibition halls, Openlab, and trade shows.
4.3 License of Huawei's Solution Partner Program Logo.
4.3.1 Huawei uses the solution partner plan Logo according to the solution partner's authorization level. The solution partner accepts that the partner plan Logo belongs to Huawei's trademark and Huawei is entitled to change the solution partner plan Logo or add an extra Logo. If the solution partner is following the conditions specified in the plan guide, Huawei authorizes the solution partner to worldwide, non-exclusive, non-transferable, free, and exclusive rights to use the solution partner plan Logo. The solution partner must use the solution partner plan Logo respecting the specifications issued by Huawei.
4.3.2 The Solution Partner shall only use the Program Logos that are granted by Huawei and shall not use Huawei's company logos on a stand-alone basis without written permission of Huawei. The Solution Partner acknowledges and agrees that the Program Logos shall be used in accordance with the terms available at the following URL address: http://e.huawei.com/en/partner/partner-program/legal/sub-legal/trademark-policy, which is subject to Huawei unilateral change from time to time. Huawei shall be entitled to inspect the Solution Partner’s use of the Program Logos in order to confirm full compliance with the terms set forth in this Agreement.
4.3.3 Solution partners using the solution partner plan logo for marketing must have all content and formats reviewed and approved by Huawei. Solution partners should modify the logo according to Huawei's requirements.
4.3.4 The Solution Partner expressly acknowledges that Huawei, by permitting the Solution Partner to use the Program Logos in the manner specified hereunder, is not in any manner certifying the use, operation or functionality of the Solution Partner's products. In no event shall Huawei be liable for the quality of the Solution Partner's products and/or any product liability in connection therewith. The Solution Partner shall be solely liable for its product quality and any product liability.
4.4 The Solution Partner acknowledges that Huawei (or its affiliated companies) retains the absolute ownership of all of Huawei's trademarks or has the right to use such trademarks. Huawei acknowledges that the Solution Partner (or its affiliated companies) retains absolute ownership of all of the Solution Partner's trademarks or has the right to use such trademarks. Nothing herein is intended to grant any right in the general use of trademarks by either party to the other party unless expressly granted in this Agreement.
4.5 Trademark Protection. The Solution Partner shall not (1) use any of Huawei's trademarks in any manner that may damage or weaken the distinctiveness, effectiveness, or reputation of Huawei's trademarks; (2) register or use, or give assistance or instructions to others to register or use any names, marks, or domain names that are the same with, are similar to, or contain Huawei's trademarks unless otherwise provided herein; (3) challenge or give assistance or instructions to others to challenge any of Huawei's trademarks, including but not limited to protest against Huawei's trademarks or proposal to revoke Huawei's trademarks, during the term of this Agreement and after the termination or expiration of it. When the Solution Partner uses Huawei's trademarks, the Partner shall post proper notice(s) indicating that Huawei is the owner of the trademarks and comply with Huawei's trademark policies. Without prior written consent of Huawei, the Solution Partner shall not use or employ any names and trademarks which contain, resemble, or may be mistaken for any Huawei's trademarks, trading style, or commercial designation during the term of this Agreement or after expiration or termination hereof.
4.6 The Solution Partner acknowledges that Huawei (or its affiliated companies) retains the absolute ownership of all of Huawei's intellectual property or has the right to use it. The Solution Partner shall only use related intellectual property within the licensed scope of Huawei and shall not obtain any rights or interest in any of Huawei's intellectual property. The Solution Partner shall not raise or assist in raising any requirements or queries against any of Huawei's intellectual property to the disadvantage of Huawei; shall not permit any actions that may directly or indirectly infringe the intellectual property rights of Huawei; and shall not carry out, cooperate with others to carry out, or give assistance or permissions to others to carry out any activities that may infringe the intellectual property or other property rights of Huawei.
5.1 In the process of discussing, concluding, and performing this Agreement, technical and commercial information provided by one Party ("the Disclosing Party") to the other Party ("the Receiving Party"), this Agreement, and content of contracts related hereto shall be deemed as the Confidential Information. Such Confidential Information can be either patentable or non-patentable, including but not limited to price lists, special offers, discounts, incentive
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policies, orders, trade secrets, know-how, software, source codes, techniques, plans for future products, sales plans, training materials, manuals, customers, inventions, findings, improvements, research and development data, testing procedures, quality control methods, and advertising information.5.2 The Receiving Party shall always keep all Confidential Information confidential, shall not disclose such Confidential Information to any third parties and unrelated personnel, permit them to use the Confidential Information, exchange the Confidential Information with them, or present the Confidential Information as a gift to them, and shall not copy, transfer, or directly or indirectly use such Confidential Information for purposes other than performance of the obligation hereof. The Receiving Party further agrees to use necessary preventive methods to protect the Confidential Information against leakage and obtains signed agreements with or gives instructions or notices to its employees to enable them to take proper actions to keep the Confidential Information in its confidential and proprietary state. The Receiving Party shall always protect the Confidential Information with at least the same standards as which it adopts for its most sensitive and confidential information, but in no event less than reasonable care.
6. Compliance with Professional Ethics and Laws
6.1 The Solution Partner shall not violate any applicable laws (including anti-corruption laws and export control laws), regulations, rules, and commercial ethics and shall ensure that its businesses are run in an equal, fair, transparent, and honest manner. The Solution Partner shall not offer improper things of value such as commission and brokerage to Huawei's employees in any manner in exchange for improper support from such employees by misusing their positions.
6.2 The Solution Partner shall comply with the Huawei Enterprise BG Partner Commitment Letter pertaining to integrity and honesty.
6.3 The Solution Partner shall comply with the Code of Conduct for Partners of Huawei's Enterprise BG.
7. Export Control and Trade Compliance
7.1 Compliance with Import/Export Laws. The Solution Partner acknowledges that all products, components and parts, software, documents, technical data, any other materials provided hereunder, and products that contain the preceding content are subject to all related import/export laws, regulations, and rules, especially the Export Administration Regulations of the United States to the extent that the laws of the United States, laws of the People's Republic of China, resolutions of the United Nations, and/or laws of local countries are applicable. Both Parties shall jointly comply with all related export and/or import laws, regulations, and rules. Prior to obtaining necessary approval or licenses from governments, both Parties shall not violate the said applicable export control laws, regulations, and rules, directly or indirectly sell the products and services to the entities or individuals subject to the sanctions of the said export control laws and regulations, and use the products and services for purposes restricted by such laws and regulations. Under no circumstances shall either Party allow such products and services to be used for nuclear weapons, chemical and biological weapons, missiles, terrorist activities, violations of human rights, and so on. Besides, both Parties agree to comply with all related local export and/or import laws and regulations of the countries where the products are obtained or produced or the countries of destination. Both Parties understand that the said obligations are required by the laws and regulations, and agree to observe such obligations during the term of this Agreement and after the expiration or termination hereof.
7.2 Encryption. Both Parties acknowledge that the products that are encrypted may require obtaining license(s) from the government of the People's Republic of China, government of the United States, and/or local governments prior to export and re-export and both Parties agree to comply with related laws. To the extent that the laws of the United States, the People's Republic of China, and/or local governments are applicable, the Solution Partner further agrees to cooperate with Huawei in offering the information and documentations related to the end users which are necessary for export, re-export, sales, or transfer of the products that are encrypted.
8. Cyber security and privacy protection
8.1 Solution partners shall strictly comply with applicable laws and regulations of cyber security and privacy protection, and shall not infringe on the communication freedom and privacy of end users.
8.2 Solution partners shall be responsible for cyber security and privacy protection of their products/solutions.
8.3 Huawei is entitled to assess technology about the cyber security and privacy protection capabilities of solution partners' products/solutions. Partners shall provide necessary assistance.
8.4 If a cyber-security vulnerability exists in the product/solution of a solution partner, Huawei shall be informed of the vulnerability in a timely manner and partner shall comply with the laws and regulations on cyber security vulnerability disclosure and rectification.
9.1.1 The Solution Partner shall respond to lawsuits and defend Huawei or cooperate with Huawei in defense as requested to hold Huawei harmless from and against any third party's claims and damages incurred, arising out of the Solution Partner's breach of this Agreement or the Program Guidelines. Besides, the Solution Partner shall compensate Huawei for all fees and expenses that are incurred by the same, including but not limited to litigation fees, lawyer fees, settlement fees, and indemnity fees.
9.1.2 Provided that Huawei has the proper reason to believe that the Solution Partner violates this Agreement or policies issued by Huawei, Huawei is entitled to take measures, including but not limited to verbal or written warnings, reduction or cancellation of incentives pertaining to irregular projects or behaviors, disqualification of the Solution Partner and/or requiring the Solution Partner to pay liquidated damages, or holding the Solution Partner liable according to laws.
9.2 Neither Party shall be liable for : (a) any accidental, incidental, indirect, special or punitive damages of any other kind; (b) loss of revenue, loss of profits, loss of anticipated savings, loss of the use of money or products, loss of business, loss of data; (c) other financial losses arising out of sales, installation, use, performance, faults or interruption, and technical faults of products, as well as violation of logical security, no matter such responsibilities are based on contract, tort (including negligence, strict liability, or intellectual property right violation), or other situations (even if the party and/or its affiliated companies are informed of the possibility of such losses or damages).
9.3 Under this Agreement, the maximum, aggregate, and total liability of Huawei is limited to the greatest of: (a) the amount paid by the Solution Partner to Huawei under this Agreement during the twelve (12) month period prior to the event that first gave rise to such liability;
(b) the amount paid by the Solution Partner to Huawei for specific products, technologies, parts, or services of Huawei which gave rise to such liability; or (c) fifteen thousand USD (US$15,000).
9.4 Violation of Publicity Sections. If the Solution Partner breaches stipulations in Section 2 (Marketing and Publicity) and Section 4 (Intellectual Property),
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in addition to any other remedies that may be available at law, in equity or otherwise, Huawei is entitled to:
(1) Obtain injunctive relief against any anticipatory or actual violations without providing any proofs of actual damages, including but not limited to requiring the Solution Partner to stop breaching this Agreement and adopt remedial measures. The Solution Partner shall spare no efforts in eliminating adverse impacts on Huawei caused by the violations as soon as possible or cooperate with Huawei in preventing damages as it requests. If the Solution Partner overstates or publicizes in an improper manner the information about cooperation between the Parties, the Solution Partner shall make clarifications and rectifications promptly.
(2) Require the Solution Partner to pay liquidated damages that are equal to the total transaction amount for the cooperation. Huawei has the right to directly deduct the liquidated damages from any payables. If the said liquidated damages are not enough to compensate for all of Huawei’s losses, the Solution Partner shall compensate for the difference, including but not limited to attorney's fees, litigation costs, expenses on use of information without authorization, and other corresponding damages.
(3) Terminate the cooperation projects with the Solution Partner, rescind all cooperative agreements between both Parties, and require the Solution Partner to compensate Huawei for all losses arising out of its breach of this Agreement.
9.5 Huawei reserves the right to audit the compliance with this Agreement by the Solution Partner from time to time. If Huawei finds that the Solution Partner fails to comply with obligations under this Agreement, Huawei has the right to take measures at once to stop the Solution Partner’s violation. If Huawei suffers any losses resulting from such violation, Huawei is entitled to require the Solution Partner to compensate for the losses.
10. Effect and Termination of the Agreement
10.1 This Agreement takes effect from the date when the Solution Partner click-accepts it and shall have an initial term ("Initial Term") ending one (1) year thereafter. Following the Initial Term, the Agreement shall automatically renew for additional one (1) year terms each time unless either Party provides a written non-renewal notice to the other party at least thirty (30) days prior to the end of the Initial Term or any Renewal Term.
10.2 This Agreement shall be terminated under any of the following circumstances:
10.2.1 Huawei terminates the Solution Partner Program. The Solution Partner acknowledges that Huawei's Solution Partner Program is not permanent. Huawei may terminate the Solution Partner Program by releasing a thirty (30) day notice on its website or sending a notice by email thirty (30) days in advance. Such termination takes effect as of the termination date on the notice.
10.2.2 Either party decides not to renew this Agreement in accordance with Section 9.1.
10.2.3 Both parties terminate this Agreement through negotiation in writing.
10.2.4 During the performance of this Agreement, if either party considers it necessary to terminate this Agreement early, the party shall send a thirty (30) day written notice to the other party. Then this Agreement will be terminated thirty (30) days upon receipt of the written notice.
10.2.5 If one party breaches or fails to perform this Agreement and fails to take remedial measures within fifteen (15) days after receiving correction notice from the other party, rendering the other party unable to fulfill intended purpose under this Agreement or considers it unnecessary to continue performing this Agreement, the other party has the right to terminate this Agreement immediately.
10.2.6 If one party, clearly or by action, expresses that it will not perform its obligations hereunder, the other party may terminate this Agreement immediately.
10.2.7 If either party is declared bankrupt or is in any proceeding of liquidation or dissolution, the other party has the right to terminate this Agreement.10.2.8 If it is impossible or unnecessary to continue performing this Agreement due to force majeure events or accidents, either Party may require early termination of the Agreement.
10.2.9 Other situations for termination occur as stipulated in the Program Guidelines.
10.3 When this Agreement is terminated or expires, the Solution Partner shall stop using all materials, Confidential Information, and intellectual property provided by Huawei (including but not limited to all product and price catalogs, technical information, drawings, project photos, samples, demonstration equipment, other promotional materials, as well as product and service records). Besides, the Solution Partner shall return all of the aforementioned articles to the locations designated by Huawei. The Solution Partner shall stop using any of Huawei's Logos and/or name for promotional activities within thirty (30) days after this Agreement is terminated or expires, provided that if this Agreement is terminated due to the Solution Partner’s breach of the Agreement, the Solution Partner shall stop using any of Huawei’s Logos and/or name immediately.
11. Applicable Laws and Dispute Resolution
11.1 This Agreement shall be governed by and construed in accordance with the laws of Hong Kong Special Administrative Region (“Hong Kong”).
11.2 In case of any disputes arising from performance of or in connection with this Agreement, both parties shall first resolve it in an amicable manner. In case no agreement can be reached through consultation, the disputes shall be submitted to the courts of Hong Kong for resolution through litigation.
12.1 The Solution Partner shall not transfer all or part of its rights and obligations hereunder without written consent of Huawei, unless expressly stipulated otherwise in this Agreement. Huawei has the right to transfer its rights and obligations hereunder to its current or future affiliated companies or third parties.12.2 Some provisions hereunder shall remain binding upon both parties after this Agreement is terminated or expires, including but not limited to provisions on intellectual property rights, confidentiality, export control and trade compliance.
12.3 No Purchase Right. Nothing herein is intended to grant any right to the Solution Partner to purchase Huawei's products except as provided herein.12.4 Each party to this Agreement shall act as an independent contractor. The Solution Partner shall not act as legal agent, representative, or partner of Huawei due to any provisions of this Agreement. This Agreement does not constitute or create a joint venture, employment relationship, or formal business entity of any kind between the Parties hereof. Nothing in this Agreement shall be construed that the Solution Partner shall have any rights to impose constraints on Huawei or cause Huawei to be bound in any manner except as are expressly stipulated in this Agreement.
12.5 URLs. The Solution Partner hereby confirms that it has read and agrees to the information made available by Huawei on all of the websites/URLs throughout this Agreement. The Solution Partner acknowledges that Huawei has the rights to modify, add, and delete information on such websites/URLs at any time.
12.6 Entire Agreement. This Agreement replaces any prior oral or written agreements or other letters concerning the subject matter hereof between the parties, except for any confidentiality agreements. This Agreement, Program Guidelines as well as policies, management systems, regulations, and operation guides released by Huawei constitute the entire Agreement on the subject matter between the parties.
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Attachment 1: Huawei Solution Partner Program GuidelinesAttachment 2: Huawei Enterprise BG Partner Commitment LetterAttachment 3: Code of Conduct for Partners of Huawei's Enterprise BG
Company Name : BUYCOM STORE LOGISTIC DI HABA VASILE Agreement Signatory : haba buycomstorelogistic
Contractor Mail : email@example.com
Sign Date : 2018-11-20
Terms and Conditions of Use of Huawei Partner Portal
The following Terms and Conditions govern your (hereinafter called "User" ) use of Huawei Partner Portal. Please read them carefully before entering Huawei Partner Portal, and refer to them as necessary as you explore it. Your use of Huawei Partner Portal means that you accept and comply with these Terms and Conditions. If you do not agree with these Terms and Conditions, please do not visit or use Huawei Partner Portal.
Except as otherwise provided, the following words and expressions shall have the meaning defined hereinafter.
Account shall mean Administrator Account and Associated Account collectively.
Administrator Account shall mean the account and password granted by Huawei to User ́s authorized administrator, which is the identifier to access and use Huawei Partner Portal.
Associated Account shall mean the account and password allocated by User ́s authorized administrator to its internal staff, through which staff can log onto Huawei Partner Portal to process applicable and permitted activities to meet daily business requirements.
Letter of Authorization shall mean the form indicating that Huawei grant corresponding authorization to User ́s authorized administrator, and User shall fill in with its information and sign on it by User ́s authorized representative in writing during Huawei partner certification stage, particularly for Tier 1 partner and Huawei Authorized Information and Network Academy (HAINA), etc. where applicable.
Business Day(s) shall mean week days excluding Saturdays, Sundays and any public holidays in the Territory.
Huawei Partner Portal shall mean Huawei computer software system, including all content posted thereto, including but not limited to eChannel, ePartner, and/or other platform as identified by Huawei, where applicable. It is developed for User to log onto to process applicable and permitted activities to meet daily business requirements. Any reference to Huawei Partner Portal refers to the then-current content made available to User. User is aware and acknowledges that the information generated from Huawei Partner Portal is authentic and valid.
Territory shall mean the geographic location(s) where User is located and/or the geographic location(s) where such User is authorized to provide Huawei products and/or services.
User shall mean Huawei partner who is authorized to access and use Huawei Partner Portal through the Account, to purchase and sell Huawei products and/or provide services, including but not limited to Huawei Distributor, VAP, Indirect Channel Partner, Huawei Authorized Learning Partner (HALP), and HAINA, etc.
2. User ́s Rights and Obligations
2.1 User shall at all times comply with these Terms and Conditions and Huawei ́s then-current policies applicable to Huawei Partner Portal. Huawei will deem User ́s use of Huawei Partner Portal as User ́s acceptance of these Terms and Conditions.
2.2 Subject to Huawei partner certification procedure, User shall be granted an Administrator Account at the registration stage. The authorized administrator, as specified in the Letter of Authorization and/or other form as communicated between you and Huawei, shall manage and grant the internal staff of User with Associated Account upon internal staff́s application based on daily business requirements. User shall only access Huawei Partner Portal by the Account and shall not access it in any unauthorized manner.
2.3 User shall be solely responsible for establishing its own internal security procedures and controls in order to prevent any unauthorized access to and/or use of Huawei Partner Portal. Furthermore, User shall be solely responsible for the implementation and maintenance of its equipment and network over which it runs Huawei Partner Portal.
2.4 User shall only access Huawei Partner Portal through the web address as provided by Huawei with the Account. User shall not access Huawei Partner Portal in any unauthorized manner.
2.5 User shall access its Huawei Partner Portal Account through the unique identifier for User. User shall keep confidential, and not disclose, transfer and/or sell the Account to any third party. If User ́s Account is used by a third party to access Huawei Partner Portal system, Huawei is entitled to suspend the Account by giving notice to the email address provided by User in the Letter of Authorization and/or other form, as applicable.
2.6 User is fully responsible for using the Account to access Huawei Partner Portal. All activities processed on Huawei Partner Portal through the Account shall be deemed to be conducted by User, including but not limited to clicking on the "I Accept" button of Indirect Channel Partner Agreement, Code of Conduct for Partners of Huawei, Business Partnership Commitment to Huawei, etc. User shall be responsible for any damages or losses incurred by Huawei or itself due to use of the Account by any unauthorized individual or other improper/unauthorized uses. And User shall notify Huawei immediately of any such unauthorized use of Huawei Partner Portal.
2.7 User acknowledges and agrees that it shall bear the risks that the use of Huawei Partner Portal may be affected by the intrusion of various security issues, including, but not limited to, computer viruses, hacker attacks, system instability, communication line failure, technical problems, computer failure, which may result in service interruption.
2.8 User shall ensure that any and all information and data provided to Huawei through Huawei Partner Portal are true, complete and correct in all material respects and are not misleading. User shall make timely updates to relevant data and/or information in case of any changes.
2.9 User shall not log onto Huawei Partner Portal in any of the following ways or do anything that may damage or adversely affect Huawei Partner Portal and its services:
a. to reverse engineering, decompile, or disassemble Huawei Partner Portal;
b. to duplicate, modify, link the Huawei Partner Portal or to develop derivative items;
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c. to publish, deliver, transmit, or store content on Huawei Partner Portal that violate the applicable laws and regulations;
d. to publish, deliver, transmit, or store content on Huawei Partner Portal that infringes any third party ́s legal rights such as intellectual property rights and trade secrets;
e. to mislead or deceive Huawei or a third party by a false identity through Huawei Partner Portal;
f. to publish, deliver and transmit information that is irrelevant for the use of Huawei Partner Portal;
g. any action that may threaten the network security, including but not limited to i) using unauthorized data or entering unauthorized account details; ii) deleting, modifying, or adding storage information of Huawei Partner Portal using its own Account without permission of Huawei; iii) detecting, scanning, testing the weaknesses of Huawei Partner Portal and its network without permission of Huawei; iv) other actions that may undermine network security, including but not limited to attempting to interfere and undermine the normal operation of Huawei Partner Portal or the website; v) knowingly transmitting malicious programs or viruses and other actions that interfere and undermine network information services; or vi) falsely creating a TCP/IP package name or part of its name.
3. Huawei ́s Rights and Obligations
3.1 Huawei grants User access to the Account. Huawei reserves the right, at its sole discretion, to terminate the Account of User or restrict access to Huawei Partner Portal at any time, by giving 5 (five) Business Days prior notice. Upon termination, User shall cease to use Huawei Partner Portal in its entirety. Huawei may terminate the Account without any obligation or other liability if User fails to comply with any of these Terms and Conditions. Huawei reserves the ownership of the Account. Upon such termination, Huawei is entitled but not obligated to maintain User ́s related information, including, but not limited to, User ́s registration information.
3.2 Huawei is entitled to examine and verify the authenticity and validity of the data that User submits through Huawei Partner Portal. Huawei will use commercially reasonable efforts to manage and protect the security of the data stored on or transmitted over Huawei Partner Portal.
3.3 Huawei will use reasonable commercial efforts to resolve any technical failure of Huawei Partner Portal suffered by User, provided that User promptly notifies Huawei of the existence of any such failure. Huawei Partner Portal is deemed to have a failure if the service it delivers to User deviates from compliance with the system specification for a specified period of time. Huawei shall not have any liability to User as a result of such failure to correctly process any applications or activities initiated by User.
3.4 Huawei is entitled to modify, revise, upgrade and/or replace Huawei Partner Portal, then-current policies applicable to Huawei Partner Portal and these Terms and Conditions at its sole discretion at any time by giving notice on Huawei Partner Portal. User shall review Huawei Partner Portal from time to time to ensure compliance. Should User have any objection to such modification, revision, upgrade and/or replacement, User shall stop using Huawei Partner Portal immediately. User ́s continued use of Huawei Partner Portal will be deemed as User ́s acknowledgement, acceptance and recognition of such modification, revision, upgrade and/or replacement.
3.5 Huawei is entitled to delete the following information or programs or process them with restrictions, without prior notification:
a. Fraudulent, threatening or false information;
b. Information irrelevant to Huawei Partner Portal or for purposes other than the intended activities under these Terms and Conditions; c. Information intended to disrupt the normal system operation;
d. Information that damages or is likely to damage the legal interests of Huawei and other users of Huawei Partner Portal;
e. Information containing content that violates applicable laws and regulations;
f. Information or programs that threaten or are likely to threaten the security of Huawei Partner Portal.
4. Intellectual Property Rights and Scope of Authority
4.1 Huawei owns all copyright and other intellectual property rights of Huawei Partner Portal, and any information related to Huawei Partner Portal, including, but not limited to, written expression and combinations thereof, icons, decorative map, chart, color, interface design, layout framework, relevant data, printed materials, electronic documents, software source code, software communication protocols, technical information, technical solutions and trademarks. They are protected by copyright laws, international copyright treaties and other intellectual property protection laws and regulations.
4.2 Scope of authorization of Huawei Partner Portal:
a. User has the right to use, display and run Huawei Partner Portal on his/her computer system;
b. Reserved rights: Huawei reserves all other rights which are unauthorized to User. User must obtain prior formal consent from Huawei to use any other rights.
5.1. Huawei Partner Portal contains Huawei Confidential Information, as defined below, which User may access when using the Account. Huawei ́s proprietary and confidential information includes, but is not limited to, engineering documents, manuals, software, program listings, data file printouts, and other technical and marketing information ("Huawei Confidential Information"). By accessing Huawei Confidential Information, User agrees to keep them confidential and to use the information solely for the purpose of promoting Huawei ́s products and/or services.
6.1. Without prejudice to Huawei ́s other rights and remedies, User agrees to indemnify, defend, hold harmless and to compensate Huawei for any and all disruptions, damages, losses, claims, liabilities, costs (including legal costs) and expenses incurred or suffered by Huawei as a result of User ́s use of Huawei Partner Portal and in particular as a result of User ́s breach of Huawei ́s Confidential Information, any incorrect, unauthorized or wrongful operations on Huawei Partner Portal by User or any other person under User ́s control, or any information provided on Huawei Partner Portal by User or any other person authorized by User, or person who can reasonably be deemed to be authorized by User.
User acknowledges that, for the purpose of enabling Huawei to perform the function of Huawei Partner Portal (including but not limited to transaction and partner management) and provide User with the related service, Huawei will collect information (including personal information) from User (the personal
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information including but not limited to the name, gender, enterprise name, job position, phone number, email address, fax number, contact address of User ́s managers, contact person and other related person and the third party ́s related person)(hereinafter "User Data").
HUAWEI PARTNER PORTAL IS PROVIDED ON AN "AS IS" BASIS, WITHOUT ANY WARRANTIES OR REPRESENTATIONS EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF QUALITY, PERFORMANCE, SATISFACTION OF QUALITY, NONINFRINGEMENT, MERCHANTABILITY, RIGHT TO TITLE, OR FITNESS FOR A PARTICULAR PURPOSE. HUAWEI DOES NOT WARRANT THAT HUAWEI PARTNER PORTAL WILL RUN ERROR-FREE OR BE FREE OF NON-TECHNICAL DEFECTS, WILL RUN WITHOUT INTERRUPTION, BE VIRUS FREE, OR THAT HUAWEI WILL CORRECT ANY ERRORS OR NON-TECHNICAL DEFECTS.
9. Force Majeure
Neither Huawei nor User shall be held responsible if the performance of these Terms and Conditions is made impossible, unnecessary, or meaningless due to a force majeure event. An event of force majeure as specified in these Terms and Conditions refers to objective circumstances that are unpredictable, unavoidable, and insurmountable, including but not limited to wars, terrorist attacks, typhoons, floods, fires, lightning, earthquakes, strikes, insurrections, diseases, hacking, network viruses, regulations by telecom authorities, government actions and any other natural or human-caused disasters.
10. Limitations on Use
If Huawei requests User to cease using Huawei Partner Portal, and/or to promptly return or destroy any copies of the information provided on Huawei Partner Portal, User will comply immediately with this request and will confirm in writing to Huawei within five (5) Business Days that User has done so.
Company Name : BUYCOM STORE LOGISTIC DI HABA VASILE Agreement Signatory : haba buycomstorelogistic
Contractor Mail : firstname.lastname@example.org
Sign Date : 2018-11-14