TERMS AND CONDITIONS OF SERVICE

 

THIS IS AN AGREEMENT BETWEEN YOU OR THE ENTITY THAT YOU REPRESENT (hereinafter “You” or “Your”) AND Getac, Inc. and Getac Technology Corporation (hereinafter “Getac”) GOVERNING USE OF THE GETAC PARTNER PORTAL.  The GETAC PARTNER PORTAL is maintained and provided under Getac’s subscription with Relayware, Inc. (“Relayware”).  The Getac Partner Portal provides the following services:  content sharing, new partners registration, deal registration, lead sharing to partners, MDF management, salesforce integration, online training, multi-region support and co-branded template (“Services”).  (Services is more fully defined in Section 3 and 21.11 below.) 

 

  1. Parts of this Agreement 

This Agreement consists of the following terms and conditions (hereinafter the “General Terms”) and terms and conditions, if any, specific to use of individual Services set forth in the operating contract between You and Getac (hereinafter the “Service Specific Terms”), and the terms and conditions of the subscription agreement between Getac and Relayware (“Relayware Terms”).

The General Terms and Service Specific Terms are collectively referred to as the “Terms.”  In the event of a conflict between the General Terms, Service Specific Terms, and Relayware Terms, the General Terms shall prevail as to use of the Getac Partner Portal.

 

  1. Acceptance of the Terms 

If You do not agree to the General Terms, do not use any of our Services.  If You agree to the General Terms and do not agree to any Service Specific Terms, do not use the corresponding Service. You can accept the Terms by checking a checkbox or clicking on a button indicating Your acceptance of the terms or by actually using the Services.

 

  1. Description of Service 

We provide an array of services for online collaboration and management including content sharing, new partners registration, deal registration, lead sharing with partners, MDF management, salesforce integration, online training, multi-region support and co-branded template, customer relationship management Application and project management Application ("Service" or "Services").  You may use the Services for Your business use or for internal business purpose in the organization that You represent.  You may connect to the Services using any Internet browser supported by the Services.  You are responsible for obtaining access to the Internet and the equipment necessary to use the Services.  You can create and edit content with Your user Account. 

Getac will provide:  information including but not limited to pricing for individual partners, new products messages, comparison with competitors’ products, Getac revenue and employees number, advertisements and promotional materials and analysis.  

You will provide:  Your company name and/or statutory representative, contact information, revenue, territory of distribution/resale, information regarding sale of Getac competitors’ products, and number of sales personnel and business plans.  Getac will have records of Your logging, downloading, printing and filling of any Services. 

 

  1. Modification of Terms of Services

We may modify the Terms upon notice to You at any time through a service announcement or by sending an email to Your primary email address.  If we make significant changes to the Terms that affect Your rights, You will be provided with at least 30 days advance notice of the changes by email to Your primary email address.  You may terminate Your use of the Services by providing Getac notice by email within 30 days of being notified of the availability of the modified Terms if the Terms are modified in a manner that substantially affects Your rights in connection with use of the Services.  In the event of such termination, You will be entitled to prorated refund of the unused portion of any prepaid fees.  Your continued use of the Service after the effective date of any change to the Terms will be deemed to be Your agreement to the modified Terms.

 

  1. User Sign up Obligations 

You need to sign up for an user Account by providing all required information in order to access or use the Services.  If You represent an organization and wish to use the Services for corporate internal use, we recommend that You, and all other users from Your organization, sign up for user accounts by providing Your corporate contact information.  In particular, we recommend that You use Your corporate email address.  You agree to: a) provide true, accurate, current and complete information about Yourself as prompted by the sign up process; and b) maintain and promptly update the information provided during sign up to keep it true, accurate, current, and complete.  If You provide any information that is untrue, inaccurate, outdated, or incomplete, or if Getac has reasonable grounds to suspect that such information is untrue, inaccurate, outdated, or incomplete, Getac may terminate Your user Account and refuse current or future use of any or all of the Services.

After YOU complete the sign up process described above, You or Your personnel can log in the platform simply by filling in the tax code and agreeing with these Terms before access to the Services.   

 

  1. Privacy 

Information You provide and store in the Getac Partner Portal is governed by the attached Privacy Policy.  Your election to use the Service indicates Your acceptance of the terms of the Privacy Policy.  You are responsible for maintaining confidentiality of Your Account, password and other sensitive information.  You are responsible for all activities that occur in Your user Account and You agree to inform us immediately of any unauthorized use of Your user Account by email to globalmarketing@getac.com or by calling us on any of the numbers +886 (0)2 2785 7888.  We are not responsible for any loss or damage to You or to any third party incurred as a result of any unauthorized access and/or use of Your user Account, or otherwise.

 You are specifically advised to verify the privacy practices of Relayware.  We are not responsible for the manner of use or misuse of information made available by you to Relayware. By using the Services, You also consent to the privacy policy of Relayware, if any. 

 

  1. Communications from Getac 

The Service may include certain communications from Getac, such as service and new product announcements, administrative messages, and newsletters.  You understand that these communications shall be considered part of using the Services.  You will be able to opt-out from receiving service announcements and administrative messages by sending an email to globalmarketing@getac.com. Your request shall be processed within 14 days.

 

  1. Complaints 

If we receive a complaint from any person against You with respect to Your activities as part of use of the Services, we will forward the complaint to the primary email address of Your user Account.  You must respond to the complainant directly within 10 days of receiving the complaint forwarded by us and copy Getac in the communication.  If You do not respond to the complainant within 10 days from the date of our email to You, we may disclose Your name and contact information to the complainant for enabling the complainant to take legal action against You.  You understand that Your failure to respond to the forwarded complaint within the 10 days’ time limit will be construed as Your consent to disclosure of Your name and contact information by Getac to the complainant.

 

  1. Fees and Payments 

The Services are available under subscription plans of various durations.  Payments for subscription plans of duration of less than a year can be made only by credit card.  Your subscription will be automatically renewed at the end of each subscription period unless You downgrade Your paid subscription plan to a free plan or inform us that You do not wish to renew the subscription.  At the time of automatic renewal, the subscription fee will be charged to the credit card last used by You.  We provide You the option of changing the details if You would like the payment for the renewal to be made through a different credit card.  If You do not wish to renew the subscription, You must inform us at least seven days prior to the renewal date.  If You have not downgraded to a free plan and if You have not informed us that You do not wish to renew the subscription, You will be presumed to have authorized Getac to charge the subscription fee to the Credit Card last used by You.

From time to time, Getac may change the price of any Service or charge for use of Services that are currently available free of charge.  Any increase in charges will not apply until the expiration of Your then current billing cycle.  You will not be charged for using any Service unless You have opted for a paid subscription plan.

 

  1. Restrictions on Use 

In addition to all other terms and conditions of this Agreement, You shall not:

  • transfer the Services or otherwise make it available to any third party;
  • provide any service based on the Services without prior written permission;
  • use the third party links to sites without agreeing to their website terms & conditions;
  • post links to third party sites or use their logo, company name, etc. without their prior written permission;
  • publish any personal or confidential information belonging to any person or entity without obtaining consent from such person or entity;
  • use the Services in any manner that could damage, disable, overburden, impair or harm any server, network, computer system, resource of Getac;
  • violate any applicable local, state, national or international law;
  • create a false identity to mislead any person as to the identity or origin of any communication;
  • use the Services for any unlawful, invasive, infringing, defamatory or fraudulent purpose (for example, this may include phishing, creating a pyramid scheme or mirroring a website);
  • intentionally distribute viruses, worms, Trojan horses, corrupted files, hoaxes, or other items of a destructive or deceptive nature;
  • interfere with the use of the Services, or the equipment used to provide the Services, by customers, authorized resellers, or other authorized users;
  • disable, interfere with or circumvent any aspect of the Services;
  • generate, distribute, publish or facilitate unsolicited mass email, promotions, advertisings or other solicitations (“spam”); and
  • use the Services for illegal purposes or for the transmission of material that is unlawful, defamatory, harassing, libelous, invasive of another's privacy, abusive, threatening, harmful, vulgar, pornographic, obscene, or is otherwise objectionable, offends religious sentiments, promotes racism, contains viruses or malicious code, or that which infringes or may infringe intellectual property or other rights of another.

 

  1. Inactive User Accounts Policy 

We reserve the right to terminate user accounts that are inactive for a continuous period of 120 days.  In the event of such termination, all data associated with such user account will be deleted.  We will provide You prior notice of such termination and option to back-up Your data. The data deletion policy may be implemented with respect to any or all of the Services.  Each Service will be considered an independent and separate service for the purpose of calculating the period of inactivity.  In other words, activity in one of the Services is not sufficient to keep Your user Account in another Service active.  In case of accounts with more than one user, if at least one of the users is active, the account will not be considered inactive.

 

  1. Data Ownership 

We respect Your right to ownership of content created or stored by You.  Unless otherwise provided by the subscription agreement between Getac and Relyware, You own the content created or stored by You.  Your use of the Services, however, grants Getac the license to use, reproduce, adapt, modify, publish or distribute the content created by You or stored in Your user Account for Getac’s commercial, marketing or any similar purpose.  You also grant Getac permission to access, copy, distribute, store, transmit, reformat, publicly display and publicly perform the content of Your user Account solely as required for the purpose of providing the Services to You.

 

  1. User Generated Content 

You may transmit or publish content created by You using any of the Services or otherwise. However, You shall be solely responsible for such content and the consequences of its transmission or publication.  Any content made public will be publicly accessible through the internet and may be crawled and indexed by search engines.  You are responsible for ensuring that You do not accidentally make any private content publicly available.  Any content that You may receive from other users of the Services, is provided to You AS IS for Your information and personal use only and You agree not to use, copy, reproduce, distribute, transmit, broadcast, display, sell, license or otherwise exploit such content for any purpose, without the express written consent of the person who owns the rights to such content.  In the course of using any of the Services, if You come across any content with copyright notice(s) or any copy protection feature(s), You agree not to remove such copyright notice(s) or disable such copy protection feature(s) as the case may be.  By making any copyrighted/copyrightable content available on any of the Services You affirm that You have the consent, authorization or permission, as the case may be from every person who may claim any rights in such content to make such content available in such manner.  Further, by making any content available in the manner aforementioned, You expressly agree that Getac will have the right to block access to or remove such content made available by You if Getac receives complaints concerning any illegality or infringement of third party rights in such content.  By using any of the Services and transmitting or publishing any content using such Service, You expressly consent to determination of questions of illegality or infringement of third party rights in such content by the agent designated by Getac for this purpose.

 

  1. Sample files and Applications 

Getac may provide sample files and Applications for the purpose of demonstrating the possibility of using the Services effectively for specific purposes.  The information contained in any such sample files and Applications consists of random data.  Getac makes no warranty, either express or implied, as to the accuracy, usefulness, completeness or reliability of the information or the sample files and applications.

 

  1. Trademark 

Getac, Getac logo, the names of individual Services and their logos are trademarks of Getac. You agree not to display or use, in any manner, the Getac trademarks, without Getac’s prior permission.

 

  1. Disclaimer of Warranties 

 

You agree that Getac shall, in no event, be liable for any consequential, incidental, indirect, special, punitive, or other loss or damage whatsoever or for loss of business profits, business interruption, computer failure, loss of business information, or other loss arising out of or caused by your use of or inability to use the service, even if Getac has been advised of the possibility of such damage or even if Getac knew or should have known that such damages were possible and even if direct damages do not satisfy a remedy.

 

In no event shall Getac’s entire liability to you in respect of any service, whether direct or indirect, exceed the fees paid by you towards such service. During the twelve months prior to the event giving rise to liability. 

You expressly understand and agree that the use of the services is at your sole risk.  The services are provided on an as-is-and-as-available basis.  Getac expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose.  Getac makes no warranty that the services will be uninterrupted, timely, secure, or error free. Use of any material downloaded or obtained through the use of the services shall be at your own discretion and risk and you will be solely responsible for any damage to your computer system, mobile telephone, wireless device or data that results from the use of the services or the download of any such material.  No advice or information, whether written or oral, obtained by you from Getac, its employees or representatives shall create any warranty not expressly stated in the terms.

 

  1. Limitation of Liability 

You agree that Getac shall, in no event, be liable for any consequential, incidental, indirect, special, punitive, or other loss or damage whatsoever or for loss of business profits, business interruption, computer failure, loss of business information, or other loss arising out of or caused by your use of or inability to use the service, even if Getac has been advised of the possibility of such damage or even if Getac knew or should have known that such damages were possible and even if direct damages do not satisfy a remedy.

 

In no event shall Getac’s entire liability to you in respect of any service, whether direct or indirect, exceed the fees paid by you towards such service. During the twelve months prior to the event giving rise to liability. 

  

  1. Indemnification 

You agree to indemnify and hold harmless Getac, its officers, directors, employees, agents, suppliers, and Affiliates, from and against any losses, damages, fines and expenses (including attorney's fees and costs) arising out of or relating to any claims that You have used the Services in violation of another party's rights, in violation of any law, in violations of any provisions of the Terms, or any other claim related to Your use of the Services, except where Getac was provided with written notice of such use and where Getac subsequently provided its written authorization for such use.

 

  1. Arbitration 

Any controversy or claim arising out of or relating to the Terms shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association.  Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party.  The decision of the arbitrator shall be final and unappealable.  The arbitration shall be conducted in California and judgment on the arbitration award may be entered into any court having jurisdiction thereof.  Notwithstanding anything to the contrary, Getac may at any time seek injunctions or other forms of equitable relief from any court of competent jurisdiction.

 

  1. Suspension and Termination 

Getac may suspend Your user Account or temporarily disable access to whole or part of any Service in the event of any suspected illegal activity, extended periods of inactivity or requests by law enforcement or other government agencies.  Objections to suspension or disabling of user accounts should be made to alvis.t.lin@getac.com.tw within thirty days of being notified about the suspension.  Getac may terminate a suspended or disabled user account after thirty days.  Getac will also terminate Your user Account on Your request.

In addition, Getac reserves the right to terminate Your user Account and deny the Services upon reasonable belief that You have violated the Terms.  You have the right to terminate Your user Account if Getac breaches its obligations under these Terms and in such event, You will be entitled to prorated refund of any prepaid fees.  Termination of user Account will include denial of access to all Services, deletion of information in Your user Account such as Your email address and password and deletion of all data in Your user account.

If the Services is terminated, then: (i) the rights granted by one party to the other will immediately cease; (ii) all Fees owed by You to Getac are immediately due upon receipt of the final electronic bill; (iii) You will delete the Software, any Application, Instance, Project, and any Customer Data; and (iv) upon request, each party will use commercially reasonable efforts to return or destroy all private information of the other party.

 

  1. MICELLANEOUS 

21.1 Notices. All notices must be in writing and addressed to the other party’s legal department and primary point of contact.  The email address for notices being sent to Getac’s Legal Department is GETAC EMAIL ADDRESS.  Notice will be treated as given on receipt as verified by written or automated receipt or by electronic log (as applicable).

 

21.2 Change of Control. If a party experiences a change of Control (for example, through a stock purchase or sale, merger, or other form of corporate transaction): (a) that party will give written notice to the other party within thirty days after the change of Control; and (b) the other party may immediately terminate Services any time between the change of Control and thirty days after it receives that written notice.

 

21.3 Force Majeure. Neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control.

 

21.4 No Agency. The Terms do not create any agency, partnership or joint venture between the parties.

 

21.5 No Waiver. Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any under the Terms.

 

21.6 Severability. If any term (or part of a term) contained herein is invalid, illegal, or unenforceable, the rest of the Terms will remain in effect.

 

21.7 No Third-Party Beneficiaries. This does not confer any benefits on any third party unless it expressly states that it does.

 

21.8 Equitable Relief. Nothing in the Terms will limit either party’s ability to seek equitable relief.

 

21.9 Governing Law.  ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES WILL BE GOVERNED BY CALIFORNIA LAW, EXCLUDING THAT STATE’S CONFLICT OF LAWS RULES

 

21.10 Survival. The Privacy Policy will survive expiration or termination of Services by either party.

 

21.11 Definitions.

  • "Account" means Your Getac Partner Platform account.
  • "Affiliate" means any entity that directly or indirectly Controls, is controlled by, or is under common Control with a party.
  • "Application(s)" means any web or other application You create using the Services, including any source code written by You to be used with the Services, or hosted in an Instance.
  • "Control" means control of greater than fifty percent of the voting rights or equity interests of a party.
  • "Customer Data" means content provided to Getac by You (or at its direction) via the Services under the Account.
  • "Fees" means the applicable fees for each Service and any applicable Taxes. The Fees for each Service are set forth in Master Services Agreement Contract Number 270 between Getac and other party.
  • "Instance" means a virtual machine instance, configured and managed by Customer, which runs on the Services.
  • "Services" means the services including content sharing, new partners registration, deal registration, lead sharing to partners, MDF management, salesforce integration, online training, multi-region support and co-branded template. Services also include all services as set forth in Master Services Agreement Contract Number 270 between Getac and other party.
  • "Taxes" means any duties, customs fees, or taxes (other than Getac’s income tax) associated with the purchase of the Services, including any related penalties or interest.

  

  1. END OF TERMS OF SERVICE

If You have any questions or concerns regarding this Agreement, please contact us at alvis.t.lin@getac.com.tw.