SonicWall Partner Terms and Conditions

By submitting an application to SonicWall to participate in the SonicWall® SecureFirst Partner Program (“Program”), you agree to be bound by the terms and conditions herein (“Agreement”).  Performance of this Agreement within the United States, Canada, Mexica and Brazil are between Partner and SonicWall Inc. and all other transactions are between Partner and SonicWall International Ltd. (“SonicWall”). “You”, “your” and “Partner” refers to the company or entity applying for membership in the Program and resells and/or acts managed service provider for Offers. The individual who clicks “accept” represents and warrants that he/she has read this Agreement and is a duly authorized representative of the Partner.

1. Membership and Benefits Overview

1. THIS PROGRAM IS FOR PARTNERS (AS DEFINED HEREIN) ONLY, NOT DISTRIBUTORS. Partners must purchase Offers only from a distributor authorized by SonicWall as described in Section 3(c).  Partners are authorized to use, market, sell and distribute Offers to end users. 
2. Benefits. SonicWall may, but is not obligated to, offer or make various benefits such as discounts, tools, and training (“Benefits”) available to Partners from time to time.  These  Benefits and associated requirements, terms and conditions are described in the partner portal (“Partner Portal”) may by modified by SonicWall from time to time without notice.  SonicWall recommends Partner review these additional requirements, terms and conditions carefully.
3. Application to Participate in Program. Partner must apply using an application provided by SonicWall. Completion and/or submission of an application does not mean or imply that Partner has been accepted into the Program. If a Partner application is accepted by SonicWall, SonicWall’s acceptance is conditioned upon Partner’s acceptance and compliance with the provisions of this Agreement. Acceptance into the Program is in SonicWall’s sole discretion.  Partner will receive an email confirmation from SonicWall acknowledging its acceptance.
4. Benefit Levels, Participation. A Program and associated Benefits may be offered at a tiered basis. A Partner must qualify for a tier in order to receive the associated Benefits. SonicWall may change or move Partner to a different tier if it believes, in its sole discretion, that the Partner does not qualify for a tier. To receive Benefits, the Program and the Benefit must be in effect.  In addition, Partner:
   1. Must only use the Benefit for the purposes and intent for which the Benefit is specifically granted and for no other purpose.
   2. May not transfer or assign the Benefit directly or indirectly.
   3. Must comply with SonicWall’s Deal Registration Policy and Guidelines and such other policies, guidelines and other requirements as determined solely SonicWall.  All such policies, guidelines or other requirements may change or be discontinued without notice.
   4. Agrees that Benefits obtained in connection with specific registered deals, if any, must be utilized only for the registered end user within the time period prescribed and not for any other customer or purpose.
   5. Maintain a current registration profile with SonicWall, including providing prompt notification to SonicWall in writing of any change that may affect its participation in the Program.
   6. Must have the applicable SonicWall competency(ies), specialization(s) and/or certification(s) for the respective tier within the time period specified by SonicWall.
   7. Must maintain good credit and provide SonicWall such information as it may require from time to time including without limitation tax information and applications.
   8. Must comply with its agreement with the Authorized Distributor from which it has purchased Offers for the purposes of this Program.
   9. Must, at its own expense, vigorously and aggressively promote and market Offers.
5. Loss of Benefits, Reimbursement.  Without limiting any remedy to which SonicWall might otherwise be entitled to, SonicWall may immediately reduce, revoke, recover, claw back, invoice and/or offset Benefits or other amounts due and payable to Partner in whole or in part if, in SonicWall’s believes in its sole discretion, Partner has: (i)  breached this Agreement; (ii) made any false statement to SonicWall or other third party; (iii) provides  inaccurate information to SonicWall or other third party (including any inaccurate books or records); (iv) engages in any gray market, sideways selling, fraudulent, corrupt, unlawful or negligent activity; (v) damage or disparage SonicWall, SonicWall’s reputation or goodwill (or the reputation of Offers, personnel or business partners); or (vi) otherwise harm or cause a loss of business to SonicWall (each hereinafter referred to as a “Triggering Event”). If a Triggering Event has occurred and Partner has received Benefit(s), then, upon request, Partner will promptly, as be instructed by SonicWall, reimburse SonicWall for the Benefit including without limitation the amount received for any discounts extended by SonicWall directly or indirectly for the purchase of Offers. If you fail to promptly reimburse SonicWall as provided by this Agreement, then if permitted by law and without limiting any other rights or remedies available to SonicWall, SonicWall may direct the Authorized Distributor from which Partner purchases Offers to invoice  you for the amount due SonicWall and/or engage a collection agency to recover such amounts. You will, upon SonicWall’s request, certify in writing to SonicWall that you have not committed a Triggering Event. Benefits are valid only for the time period, limited quantities, end user, and geographic locations approved by SonicWall.
6. Non-exclusive. This Program is not exclusive. SonicWall may authorize any qualified third party to participate in the Program.
7. Administration. In SonicWall sole discretion, SonicWall’s records and systems shall be authoritative and conclusive for purposes of this Agreement.

2. Online Portal

1. Use. In order to participate in a Program, Partner may be required to access and use an online portal (“Portal”).  Partner is authorized to access and use the Portal and content posted by SonicWall on the Portal (“Content”) internally only unless expressly provided otherwise by SonicWall. The Portal and Content may only be used to promote, market, sell and distribute Offers. Partner may not copy, distribute, transfer, alter, modify, or adapt the Portal and Content other than as may be reasonably necessary to use the Portal or Content for its intended purpose and subject to the provisions of this Agreement.
2. Security. Partner may be given a username and/or password to access the Portal.  Partner is responsible for maintaining the security and confidentiality of such user information and passwords. Partner must immediately notify SonicWall if it believes its user information, passwords or other account information has been compromised or is otherwise inaccurate or incorrect. Partner is responsible for all transactions under or registered to its account(s). Partner will not grant any third-party access to the Portal without the prior written approval of SonicWall.
3. Authorization to Use Marketing Materials. Some of the Content may be identified and intended for download, redistribution and/or public display as part of Partner’s marketing and advertising of Offers (“Marketing Materials”). Subject to the provisions of this Agreement and Partner’s compliance with this Agreement, SonicWall grants Partner a limited, non-exclusive, non-transferable, non-sublicensable, personal license to use, reproduce, distribute and display the Marketing Materials, solely for the purpose of marketing and promoting Offers that are a part of the Program in strict accordance with SonicWall’s guidelines, and for no other purpose.  Except as expressly authorized otherwise by SonicWall, no other license to or right in any Content or other materials of SonicWall is granted to, or conferred upon, Partner.  Additionally, if SonicWall posts legal notices on pages of the Portal, Content, and Marketing Materials, Partner shall not remove these notices.  SonicWall may also provide Partner with materials and content other than through the Portal to use as part of the Program.  Except as otherwise indicated by SonicWall, such other materials and content shall be considered Content (or if so designated, Marketing Materials) and subject to this Agreement.

3. Partner Obligations

1. Accurate and Complete Information. As part of the application process for the Program, and with respect to eligibility to receive Benefits, Partner will be required to provide certain information to SonicWall.  Partner represents and warrants that such information shall be accurate and complete.
2. Business Conduct. Partner shall (i) conduct business in a manner that does not reflect unfavorably on SonicWall, Offers and/or the name, good will and reputation of SonicWall; (ii) avoid deceptive, misleading or unethical practices; (iii) not make false or misleading representations; (iv) make no representations, warranties or guarantees to end users nor potential customers or to the trade with respect to the specifications, features or capabilities of the Offers other than those that are included in the literature distributed by SonicWall or otherwise expressly authorized by SonicWall in writing; (v) will comply with all applicable laws and regulations in its dealings with respect to the Program, Benefits, and Offers, and; (vi) not engage in any unlawful or improper sales activities nor sales activities such as gray market or sideways sales.
3. Resale Obligations. Partner may only purchase Offers only from an authorized SonicWall distributor identified here (“Authorized Distributor(s)”) and not from another reseller partner or other third party. This list may be changed by SonicWall from time to time without notice. Authorized Distributors may only be authorized to sell Offers only in certain countries (“Territory”). It is Partner’s responsibility to ensure that its is located within the Territory of the Authorized Distributor from whom its purchases Offers. To the extent permitted by applicable law, you agree to (i) resell Offers only to end users located in the Territory (and which end user to your knowledge intends to install and use the Offers in that Territory) for their own internal end use and not to another party for further resale, shipment or use outside of the country of purchase, and (ii) resell the Offers with all packaging, warranties, disclaimers, license agreements and other materials as provided with the Offer(s) and without modification to any such materials.   Without limiting SonicWall’s right to terminate this Agreement for breach of this subsection or any other remedies, Offer(s) purchased from a party other than an Authorized Distributor or sold or distributed in breach of this Agreement are not eligible for any discounts nor included in calculations for Benefits.  This Agreement does not guarantee that any Authorized Distributor will be willing to sell Offers to Partner. SonicWall is not liable for any breach by an Authorized Distributor of its agreement(s) with Partner or the acts or omissions of an Authorized Distributor.
4. Anti-Corruption. “Anti-Corruption Laws” means the anti-corruption or anti-bribery laws in effect in jurisdictions where you market or sell SonicWall products or services, and specifically includes the Foreign Corrupt Practices Act of the United States, the UK Bribery Act 2010, and the applicable Anti-Corruption Laws in each jurisdiction in which you are doing business.
   1. You agree to comply with the Anti-Corruption Laws.
   2. You shall not, in connection with this Agreement, take or allow any third party to take, any action or engage in any practice that would violate the Anti-Corruption Laws.
   3. You agree that in the event that you subcontract the provision of any element of this Agreement to any person, or receive any services in connection with your performance of this Agreement from any person (each an “Associated Person”), you shall impose upon such Associated Person Anti-corruption obligations that are no less onerous than those imposed upon you in this Agreement.
   4. You represent and warrant that neither you nor any of your officers or employees has been convicted of any offense involving bribery, corruption, fraud or dishonesty or, to the best of your knowledge, have been or is the subject of any investigation, inquiry or enforcement proceeding by any governmental, administrative or regulatory body regarding any offence or alleged offence under the Anti-Corruption Laws.
   5. You shall (a) maintain, throughout the duration of dealings between you and SonicWall, your own anti-corruption policies and procedures, including adequate procedures designed to ensure that you and your Associated Persons comply with the Anti-Corruption Laws; (b) provide a copy of such policies and procedures to SonicWall on request; and (c) monitor and enforce such policies and procedures as appropriate. You shall provide information, documentation and reasonable assistance to SonicWall and its authorized representatives for purposes of ensuring your compliance with the Anti-Corruption Laws or to support an inquiry or investigation of a suspected violation of those laws.
   6. SonicWall may immediately terminate this Agreement or suspend its performance hereunder if: (i) SonicWall has reason to believe that you have breached this section, or that a breach may occur; or (ii) you refuse to provide information requested by SonicWall to confirm your compliance with this section. SonicWall shall not be liable to you for any claims or damages related to its decision to withhold payments under this paragraph. if you violate the Anti-Corruption Laws with regard to any transaction for which the incentive was paid, any incentive which SonicWall has paid to you shall be automatically terminated and cancelled, and such incentive shall be promptly refunded to SonicWall.
5. Export Control. By accepting this Agreement, you agree to comply with all applicable export control laws and regulations in the United States and in other countries where you market or sell SonicWall Products or Services. You also agree that you will not export or re-export any technical data or products to any country embargoed by the U.S. or to any specially denied national (SDN) or denied entity identified by the U.S. in the U.S. Export Administration regulations as found at: https://www.export.gov/csl-search or as otherwise included in any official list of U.S. embargoed countries, persons or entities, unless properly authorized by the U.S. Government. You confirm that you and your employees and agents who may have access to and/or resell the Products and Services, and any party to whom you may distribute and/or resell the Products and Services to, are not listed on any governmental export exclusion lists.
6. No Refurbishments. Partner shall not refurbish SonicWall hardware offers for resale or marketing. Partner shall not market or sell refurbished, returned or previously owned or used SonicWall hardware offers, including used products that it has obtained from an end user or any other third party without prior written approval from SonicWall.
7. EULAs.  SonicWall’s offers are sold with and subject to an End User License Agreement (“EULA”). Partner agrees it is responsible for passing through the EULA to the end user in a manner that will allow SonicWall to enforce the EULA. If the end user does not accept the terms and conditions of the EULA, the EULA may provide the end user a limited right to return the Offer to its place of purchase for a full refund (if the end user returns it prior to using or installing it) or SonicWall may extend this limited right of return to an end user.  Accordingly, Partner agrees to provide a refund to an end user who returns an Offer to Partner prior to use or installation for a refund as allowed under an applicable EULA.  If Partner purchases Offers to use in a role as a managed service provider, Partner agrees to comply with all of the terms and conditions of the EULA and any other applicable guidelines, polices, or other requirements relating to its role as a managed service provider.
8. Monthly Hardware License: All hardware that is intended to be licensed via a monthly subscription plan must have an active subscription for a minimum of twelve (12) of the first twenty-four (24) months after the initial purchase (“Minimum Activation Requirement”). At SonicWall’s request, Partner agrees to follow SonicWall’s instructions to return any hardware that does not meet the Minimum Activation Requirement.
9. Prompt Cashing of Checks and Claim of Awards or Refunds. Partner may be eligible to receive certain Benefits under the Program which may be paid by a check issued by SonicWall.  Partner agrees that, with respect to any checks issued by SonicWall (“Financial Benefit”), the Financial Benefit and Partner’s right to the Financial Benefit shall expire and be deemed void if Partner does not cash the check within ninety (90) days from the date of the check and SonicWall may cancel the check where permitted by applicable law.  In addition, any refunds, rebates, sales incentives or other awards granted or issued by SonicWall to Partner directly or indirectly that remain unclaimed for more than 90 days may be cancelled, nullified and/or reclaimed by SonicWall.
10. Critical Updates. In the event SonicWall identifies one or more critical security vulnerabilities in any of its Products, SonicWall may develop an update to remediate such critical security vulnerabilities (“Critical Update”). Partner agrees: (1) to promptly assist SonicWall to apply the Critical Update to the Products of any of Partner’s end users who are using impacted Products; and (2) that SonicWall may, in its sole discretion, apply the Critical Update to any such impacted Products without Partner’s consent. Where practicable, SonicWall will provide advance notification of any Critical Update to Partner such that Partner can first can apply the Critical Update to end user Products within a commercially reasonable timeframe.

4. Ownership and Retention of Intellectual Property Rights.

SonicWall and its suppliers retain all rights, title and interest in and to all intellectual property rights existing now or in the future, registered or unregistered related to Offers as well as any software, technology, trade secrets, patents, patent applications, trademarks, logos, copyrights, moral rights and/or any other intellectual property rights (“Intellectual Property”). Unless expressly provided for in this Agreement, no right, title or interest in or to any Intellectual Property is granted under this Agreement, whether express or implied. Partner agrees not to (i) disassemble, decompile or otherwise reverse engineer any Offer or otherwise attempt to learn the source code, structure, algorithms or ideas underlying the Offer except, and solely to the extent, such restriction is unenforceable under applicable law and then, only after having provided SonicWall with prior written notice, (ii) take any action contrary to any EULA, (iii) create derivative works or otherwise copy, reproduce or modify the Offer, or except as expressly authorized by SonicWall, or (iv) authorize others to do any of the foregoing. No provision of this Agreement shall be deemed to restrict SonicWall’s right to exploit the Intellectual Property.  Partner is not entitled to receive any source code, algorithms, designs, or similar source materials related to the Intellectual Property.

5. Trademarks and Domain Names.

1. Limited License. Subject to the provisions of this Agreement, SonicWall grants Partner a non-exclusive, non-transferrable, non-assignable license to use SonicWall’s logos and trademarks associated with the Program to promote and market the Offers that are a part of the Program, provided that its use of SonicWall’s logos and trademarks is in accordance with SonicWall’s then-current usage guidelines.
2. Restrictions. Partner acknowledges and agrees that SonicWall owns all rights title and interest in and to SonicWall’s trademarks and logos and any and all goodwill derived from use of the trademarks and logos. Use of such trademarks and logo must inure solely to the benefit of SonicWall, its successors and assignees.  Partner agrees not to register a domain name that incorporates any trademark, logo, or Offer name, or any name that is confusingly similar to any trademark, logo, or Offer name. Partner also agrees it shall not use the SonicWall’s trademarks in search engine advertising, either as a keyword or in advertisements appearing on search engines or in email addresses, without SonicWall’s prior written permission.

6.  Confidential Information

In connection with this Agreement, you may have access to information of SonicWall and its suppliers that is not generally known to the public including technology, customers, pricing, incentives, sales and marketing plans, research and development, or product plans, customer and supplier data, financial and technical information and other business information relating to the Program or on or in use of the Portal (“Confidential Information”).  Confidential Information includes any information SonicWall designates or otherwise identifies as confidential, and any other information that would reasonably be considered confidential based on the type of information or the circumstances of disclosure. Partner shall keep all Confidential Information strictly confidential for a period of five years after the termination of this Agreement, using at least the same degree of care as you use to protect your own confidential information, but no less than reasonable care.  Partner may only use the Confidential Information for the purpose of, and in connection with, its business relationship with SonicWall. Partner may not disclose Confidential Information to any third party without SonicWall’s prior written consent. Partner may share Confidential Information with only its employees who have a need to know and who are subject to legally binding obligations of confidentiality no less restrictive than those imposed by this Agreement. These confidentiality obligations do not apply to any Confidential Information that (a) Partner can demonstrate was in its possession before receipt from SonicWall; (b) is or becomes publicly available through no fault by Partner; or (c) Partner rightfully received from a third party without a duty of confidentiality. If Partner is required by a government body or court of law to disclose any Confidential Information, Partner agrees to give SonicWall reasonable advance notice so that SonicWall may contest the disclosure or seek a protective order. Upon SonicWall’s written request, Partner shall promptly return all Confidential Information, together with all copies, or certify in writing that all such Confidential Information and copies thereof have been destroyed.  Partner acknowledges that damages for improper disclosure of Confidential Information may be irreparable and that SonicWall shall be entitled to seek equitable relief, including injunction and preliminary injunction, in addition to all other remedies available at law or in equity.

7. Records, Audit.

Partner shall maintain legible, accurate and complete books and records concerning this Agreement, its purchases and its activities in the sales of Offers and this Agreement (“Records”) for the longer of seven (7) years or any minimum period of time set by local statutory or regulatory authorities. At the end of this retention period, Partner shall appropriately dispose of all Records. Upon SonicWall’s request, Partner shall cooperate with and assist SonicWall with any audit, review, or investigation (“Audit“) that relates to (i) this Agreement or its compliance with law; (ii) its marketing, sale, distribution, licensing, or delivery of Offers, whether sourced from SonicWall or a third-party; and (iii) any rebates, incentives, concessions, or other amounts paid or payable by SonicWall under the Program or otherwise. In connection with an Audit, Partner shall deliver all Records, information, and documents reasonably requested by SonicWall. SonicWall has the right to conduct remote or onsite Audits, and Partner grants SonicWall and its employees and representatives reasonable access to Records, information, personnel, and customers (including customer agreements) to verify its compliance with this Agreement and will provide entry and access to its premises or other locations during normal business hours where such information and Records are located. Failure to cooperate with an Audit or provide the information or Records requested by SonicWall is a material breach of this Agreement. SonicWall will pay the costs of an Audit except where a breach of this Agreement or the Program is detected by the Audit, in which case Partner agrees to be responsible for all costs plus interest and penalties. SonicWall may deny any claim or benefit that it believes, in its sole discretion, does not conform to this Agreement or Program.

8. Privacy and Data Protection

1. Partner agrees that it will comply with all applicable privacy laws, including any law, statute, directive, or regulation, all legislative and/or regulatory amendments or successors thereto regarding privacy, data protection, information security obligations and/or the processing of personal data.
2. Partner acknowledges and agrees that SonicWall’s performance of this Agreement may require SonicWall to process or store personal data and to transmit such data within SonicWall or to SonicWall affiliates, partners and/or agents, and that Partner has obtained all necessary authorizations for lawful processing prior to passing any personal data to SonicWall. Such processing, storage, and transmission may be used for the purpose of enabling SonicWall to perform its obligations under the Program and this Agreement, and as described in SonicWall’s Privacy Policy ( “Privacy Policy”) and may take place in any of the countries in which SonicWall and its affiliates conduct business or offer Program or Benefits.  SonicWall reserves the right to change the Privacy Policy from time to time as described in the Privacy Policy. SonicWall shall not be liable for any claim brought by you or a data subject arising from any action or omission by SonicWall to the extent that such action or omission resulted from compliance by SonicWall with Partner’s instructions.
3. If Partner receives information regarding marketing or sales opportunities from SonicWall, it may contain personally identifiable or other protected information. Partner agrees to use such information solely in connection with its sales efforts related to Offers and for the explicit purposes provided by SonicWall. Partner confirms that it has reviewed SonicWall’s Privacy Policy, and it agrees that its practices and policies with regard to the use of personally identifiable and other protected or related information supplied by SonicWall shall be consistent with the Privacy Policy and shall comply with any applicable law. Partner agrees that the acquisition of information regarding marketing or sales opportunities from SonicWall will be in accordance with policies established by SonicWall and that as between you and SonicWall, SonicWall shall be the owner of all such information.
4. SonicWall may make certain information SonicWall collects about Partner’s business available to companies with whom SonicWall has a relationship, including companies who conduct market research on behalf of SonicWall or offer products or services intended to be a benefit SonicWall.

9. Indemnity

Partner agrees to defend, indemnify, and hold SonicWall, its affiliates, and their respective directors, officers, employees, agents, suppliers, contractors, successors and assignees harmless from any and all liability, claims, demands, suits, actions, and proceedings, damages, penalties, settlements, attorneys’ fees, expenses, and costs of investigation and litigation related to or arising from Partner’s acts and omissions.

10. Warranty Disclaimer

ALL INFORMATION (INCLUDING CONFIDENTIAL INFORMATION), CONTENT, MATERIALS AND SERVICES PROVIDED BY SONICWALL UNDER THIS AGREEMENT, THE PROGRAM AND ANY SONICWALL OFER INCLUDING WITHOUT LIMITATION ANY PORTAL CONTENT AND ANY TRAINING, ARE PROVIDED BY SONICWALL ON AN “AS IS” BASIS. SONICWALL EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

11. Limitation of Liability

1. PARTNER ACKNOWLEDGES THAT ITS PARTICIPATION IN THE PROGRAM AND PURCHASES OF OFFERS IS STRICTLY VOLUNTARY AND THAT ITS PARTICIPATION HAS NOT BEEN REQUIRED BY SONICWALL AS A CONDITION OF PURCHASING PRODUCTS, SERVICES, OR OTHER OFFERS FROM SONICWALL.
2. NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT OR OTHERWISE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SONICWALL, ITS AFFILIATES OR THEIR RESPECTIVE SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES. IN NO EVENT WILL SONICWALL OR ITS SUPPLIER BE LIABLE FOR LOST OR CORRUPTED DATA, LOST PROFITS OR SAVINGS, LOSS OF BUSINESS OR OTHER ECONOMIC LOSS OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE PROGRAM, OR OFFERS, WHETHER OR NOT BASED ON TORT, CONTRACT, STRICT LIABILITY OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT SONICWALL HAS BEEN ADVISED OR KNEW OF THE POSSIBILITY OF SUCH DAMAGES.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SONICWALL’S MAXIMUM LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT, OFFERS AND THE PROGRAM SHALL BE LIMITED TO FIVE HUNDRED U.S. DOLLARS (US$500.00).

12. Term &Termination

1. SonicWall may change, terminate or discontinue the Program, this Agreement and/or Benefit(s) at any time, in whole or in part, without notice. SonicWall may terminate this Agreement or your participation in the Program at any time, with or without cause, with immediate effect upon providing written notice to Partner. Partner may terminate this Agreement or its participation in the Program at any time.
2. Either party may terminate for breach of this Agreement by the other party provided that the breaching party fails to cure the breach to the non-breaching party’s reasonable satisfaction within thirty (30) days following its receipt of notice of the breach.
3. Upon any termination expiration of this Agreement, (i) Partner will cease participating in the Program and all of Partner’s rights to receive any Benefits of the Program shall immediately terminate, (ii) SonicWall will not obligated to provide any Benefits, and (iii) partner will immediately cease using, and shall return or destroy, all copies of the applicable SonicWall property, Confidential Information, information regarding marketing or sales opportunities provided by SonicWall.
4. All provisions that by their nature are intended to survive the termination or expiration of this Agreement shall.

13. Miscellaneous.

1. Minimum Advertised Price Policy (effective in the U.S. and Canada only). SonicWall has a Minimum Advertised Price policy as described in the Portal (“MAP Policy”).  The MAP Policy is a unilateral policy from SonicWall and is not part of this Agreement or any agreement between you and SonicWall. Failure to adhere to the MAP Policy may result in the loss of Benefits.
2. Entire Agreement, Interpretation.  This Agreement, including the additional policies and provisions made available in the Portal or other websites owned or controlled by SonicWall or otherwise communicated to Partner from time to time by SonicWall constitutes the entire agreement between Partner and SonicWALL regarding the Program. Both parties expressly disclaim any reliance on any oral statements, representations, or courses of conduct, including any right to continue to participate in the Program other than as provided herein. The language in this Agreement shall be construed in accordance to its plain meaning and not strictly for or against any one or more of the parties hereto. In the event of any conflict between this Agreement and any other terms referenced herein or posted on the Portal, the provisions of this Agreement shall prevail. Section headings are for convenience only.
3. Independent Contractors. Partner and SonicWall are independent contractors and shall have no authority to bind the other. Neither this Agreement nor your participation in the Program shall be deemed to create a partnership, agency, joint venture, franchise, or other similar arrangement, and the employees, agents, or representatives of one party shall not be deemed to be employees, agents, or representatives of the other party. You acknowledge that use of the term “partner” in the Program name, materials, and administration does not constitute or imply a partnership or any other fiduciary relationship.
4. Notices. All notices must be in English. Notices to SonicWall must be sent to securefirst@sonicwall.com with a copy to legal@sonicwall.com. Notices to you will be sent to your email address on record with SonicWall.
5. Choice of Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of California, United States of America, without regard to conflicts-of-laws principles or to the United Nations Convention on Contracts for the International Sale of Goods. Partner hereby agree that the exclusive jurisdiction for any and all disputes regarding this Agreement and the Program shall be Santa Clara County, California.
6. Severability. If any provision of this Agreement is held to be unlawful, void, or unenforceable by a court of competent jurisdiction, that provision shall be severed from this Agreement and not affect the validity and enforceability of the remaining provisions.
7. Waiver. If SonicWall waives or fails to act with respect to your breach or anyone else’s breach on any occasion, SonicWall is not waiving its right to act with respect to future or similar breaches by you or anyone else.
8. Assignment. You may not assign this Agreement, or any Benefits under the Program, to any third party without the express prior written consent of SonicWall. SonicWall may assign this Agreement.
9. English Language Controls. The parties confirm that it is their wish that this Agreement, as well as other documents relating to this Agreement, including all notices, have been and will be drawn up in the English language only. Les parties aux présentes confirment leur volonté que cette convention, de même que tous les documents, y compris tout avis, qui s’y rattachent, soient rédiges en langue anglaise. The English language version of this Agreement shall control even if it is translated into another language.

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