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These Brocade Additional Terms for Resellers (“Reseller Terms”) apply to your orders for Brocade Products, Support Plans or Services that are for purposes of resale and not solely for use as part of your internal business operations. These Reseller Terms do not apply to your sale or distribution of Brocade Products under your brand name. If you wish to sell or distribute Brocade Products under your brand name, you must enter into a different agreement with Brocade.
The Reseller Terms are in addition to, and your orders are subject to, the applicable Brocade Master Terms & Conditions (“Brocade Terms”) posted on Brocade.com at http://www.brocade.com/content/brocade/en/legal/purchase.html. These Reseller Terms supplement, and where expressly stated, modify, the Brocade Terms otherwise applicable to your orders.
The Brocade Terms include the applicable Hardware Terms, Software Terms, Support Terms, and Services Terms referenced below, and any document incorporated by reference in any of them.
In the event of a conflict between the documents that comprise the agreement they will take precedence in the following order: (1) the applicable Hardware Terms, Software Terms, Support Terms, or Service Terms; (2) these Reseller Terms, (3) the Brocade Terms, and (4) the quote or order.
2.1 Distribution. Unless you have been approved as a Brocade distributor, you may only market and sell Brocade Products directly to End Users, and not through sub-resellers. If you are authorized as a distributor, you must ensure that each of your sub-resellers complies with each section of these Reseller Terms and the Brocade Terms to the same extent as if directly applicable to each sub-reseller and you are responsible for any breach of these Reseller Terms and Brocade Terms by your sub-resellers to the same extent as for your own breach.
2.2 Marketing. You may not use any materials or information to market the Brocade Products except material provided by Brocade or approved by Brocade for your use. You may not make any oral or written statements that deviate from the approved marketing materials. You must obtain Brocade’s advance written consent before using Brocade’s name in any email campaign or other campaign that could subject Brocade to claims of spam or abuse. You may not use Brocade’s name, logo, or other trade or service marks except as specifically stated in a written authorization. You may not make any press release or other publicity regarding your relationship with Brocade unless approved in advance in writing by Brocade.
2.3 Non-Disparagement. You may not make any negative comments, orally or in writing, about Brocade or the Products to any End User or prospective End User, or in any public forum.
3.1 Demo License. If Brocade has provided you with Product on a “not for resale,” “NFR,” “demonstration,” “lab,” or similar basis, then you may use the Product solely for the purpose of demonstrating the Product to prospective End Users.
3.2 Evaluation License. You may not provide your prospective End User with Product on an evaluation basis except as otherwise agreed, and on the terms required, by Brocade. 3.2 Orders and Fulfillment.
3.2.1 Additional Terms for Reseller Orders. As a condition to filling or performing your order, Brocade may require the prospective End User to accept Brocade’s legal terms and conditions via a Brocade-managed process, or require you to produce evidence that the prospective End User has accepted the Brocade approved legal terms and conditions using a process you manage.
3.2.2 Shipment, Delivery of Hardware. As between you and Brocade, you are responsible for all costs of shipment and delivery of Hardware to the End User.
3.2.3 Delivery of Software. You must comply with Brocade’s process for Software delivery to End Users that is communicated to you. All Software is subject to separate license agreement(s) accompanying the Software (or if no such license is provided, the license agreement posted at www.Brocade.com), along with any product guides, operating manuals, specifications or other Documentation distributed or made available for use with the Software or otherwise presented during the installation or use of the Software. You acknowledge that Brocade’s process may require your End User to download the Software from a Brocade-branded download site. You acknowledge that Brocade may from time to time modify its Software delivery process.
3.3.1 End User Fees. You are free to set your fees for the Products to your End Users in your sole discretion. Any pricing provided to you by Brocade is a suggested price and not a requirement.
3.3.2 Obligation to Pay Brocade Fees. Your obligation to pay Brocade for an order is not conditional on your receipt of payment from your customer or End User, nor will any amounts be refunded or credited in the event your customer or End User fails to pay you.
Last updated on September 30, 2015