INTCOMEX CLOUD PLATFORM
General Terms of Use
Amended on June, 2019.

THESE GENERAL TERMS OF USE (the “Agreement”) are entered into effective as of the date on which You accept this Agreement (the “Effective Date”), by and between Intcomex, Inc., a Delaware corporation (“INTCOMEX”), and You and/or the entity You represent as signed below (“You”, “Your”). INTCOMEX and You may be individually referred to herein as a “Party” and collectively referred to as the “Parties.”
This Agreement includes the terms and conditions that will govern Your use of INTCOMEX´s subscription management platform called INTCOMEX Cloud Platform (“ICP” or the “Site”) including any use or ordering of INTCOMEX’s or a Third Party’s, as defined below, products, subscriptions and/or services that include but are not limited to ordering and reselling of such services, subscriptions or products offered through the ICP (the “Product(s)”).

BY USING THE ICP INCLUDING ORDERING OR RESELLING, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND INTEND TO BE BOUND BY ALL OF THE TERMS, CONDITIONS, AND NOTICES CONTAINED HEREIN, AS WELL AS THE TERMS, CONDITIONS, AND NOTICES CONTAINED IN THE POLICIES POSTED ON THE ICP (THE “INTCOMEX POLICIES”), JUST AS IF YOU HAD SIGNED THIS AGREEMENT. YOU ALSO REPRESENT THAT YOU HAVE THE AUTHORITY TO BE LEGALLY BOUND BY THIS AGREEMENT AND TO LEGALLY BIND YOUR COMPANY TO THIS AGREEMENT. The terms “Your” and “You” shall refer to Your company and to You in connection with Your use as a User, as herein defined, of the ICP on behalf of Your company. If You do not have such authority, or if you do not agree with these terms and conditions, neither you nor your company may use the ICP or any of the Products. By using the ICP you also acknowledge that you have read, understand, and intend to be bound by all the terms and conditions contained herein, just as if you had signed this agreement. If you do not accept this Agreement, you are not licensed or otherwise permitted to use the ICP or any of the Products, and YOU MAY NOT USE THE SITE. These terms are in addition to any terms and conditions that apply to particular Products, including any affiliate of INTCOMEX or third party that is not INTCOMEX (a “Third Party”) terms of service and use agreements and other policies such as any acceptable use policy that INTCOMEX or any Third Party may have, that are incorporated by reference in this Agreement or appear on the applicable Third Party Vendor site.

INTCOMEX reserves the right to modify the terms and conditions of this Agreement, or any part thereof, or may impose new conditions at any time. Any modification to this Agreement shall be effective immediately after it initially is posted on the ICP, except when otherwise is stated herein. Use of the Products after any such modification will be conclusively deemed acceptance of such modification. The Agreement may not otherwise be amended except in a writing signed by you and by a representative of INTCOMEX.

For clarity, in addition to the terms and conditions set forth in this Agreement, you agree that the terms of use for any Third Party Product shall be as set forth in the End User licensing agreement or any the license or agreement required by the applicable Third Party vendor in connection with the Particular Third Party Product. While INTCOMEX may facilitate resolution of disputes between you and Third Party vendors, you agree that INTCOMEX is not responsible for Products provided by a Third Party. INTCOMEX will not be a party to any End User licensing agreement entered between you and End User.

If INTCOMEX determines, in its sole and absolute discretion, that you may have violated this Agreement, INTCOMEX may, at its sole and absolute discretion, prevent, temporarily or permanently, to cancel your use of the ICP or the Products without refund and, if applicable, pursue legal action against you. Depending on the severity of the violation, you may also be subject to civil or criminal penalties and/or precautionary or injunctive measures.

1. About the ICP – INTCOMEX Cloud Platform

the ICP and all the software, data structures, designs, procedures, processes, and other components used to deliver its functionality, are the intellectual property of INTCOMEX. Since the ICP contains proprietary and confidential information of INTCOMEX and other Third Parties, it is protected by applicable intellectual property rights and other laws. As between you and INTCOMEX, all rights, title, and interest in and to all intellectual property rights in the ICP and all related documentation are owned exclusively by INTCOMEX. This agreement does not grant You any rights, express or implied, or ownership of the ICP and its documentation.

2. Use of the ICP

The ICP and the Products are only available to Users, as defined below who can form legally binding contracts under applicable laws in the jurisdictions in which the ICP and the Products are offered. INTCOMEX will provide the credentials to use the ICP once Your application is approved. INTCOMEX will specify the term of authorized use of the ICP and its Products(s), the fees and other charges for the Products(s), any special payment terms, the scope of use, types and identifiers of permitted users, applications, servers, devices, capacity and locations at or through which you are permitted to use the ICP and the Products. You may not use or otherwise access the ICP or the Products in a manner that exceeds your authorized use. If you exceed your permitted use of the ICP or Products, then, you will immediately notify INTCOMEX and: (i) disable or correct impermissible use; or (ii) purchase additional Products to correspond to actual use. You agree that INTCOMEX may review your use of the Products, and you will provide any reasonable assistance to verify your compliance with this Agreement. INTCOMEX may suspend or terminate your use of the ICP and the Products immediately upon written notice of non-compliance identified in such review, in addition to exercising any other rights or remedies INTCOMEX may have.

Submission of application means that You are aware of the following rules and conditions:

• Warranty Disclaimer. TO THE EXTENT PERMITTED BY LAW, THE ICP AND ALL PRODUCTS ARE PROVIDED TO YOU “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, OR NON-INFRINGEMENT.

EXCEPT FOR THE WARRANTIES EXPRESSLY STATED HEREIN, INTCOMEX DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THOSE REGARDING MERCHANTABILITY, NON-INFRINGEMENT, TITLE, AND FITNESS FOR A PARTICULAR PURPOSE. THIRD PARTY PRODUCTS ARE PROVIDED AS-IS, WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED; ANY WARRANTY FOR THIRD PARTY PRODUCTS IS PROVIDED, IF AT ALL, BY THE THIRD PARTY VENDOR FOR SUCH PRODUCTS. INTCOMEX MAKES NO OTHER REPRESENTATIONS, PROMISES, WARRANTIES OR UNDERSTANDINGS OF ANY KIND RELATING TO THE ICP, THE PRODUCTS, INCLUDING THIRD PARTY PRODUCTS, OR CONTENT UNDER THIS AGREEMENT. INTCOMEX SHALL NOT BE LIABLE TO YOU, YOUR CUSTOMERS OR ANY THIRD PARTY FOR ANY CLAIM OR LIABILITY ARISING FROM OR RELATING TO YOUR USE OF THE INTELLECTUAL PROPERTY, THE PRODUCTS, INCLUDING THIRD PARTY PRODUCTS, THE ICP, OR FROM THE MANUFACTURE, USE, IMPORTATION OR SALE OF THE PRODUCTS, OR FOR ANY CLAIM FOR LOSS OF PROFITS, LOSS OR INTERRUPTION OF BUSINESS, MALFUNCTION OR DOWNTIME OF THE PARTICULAR PRODUCT WHEN SAID MALFUNCTION OR DOWNTIME IS ATTRIBUTABLE TO A THIRD PARTY, OR FOR INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND. NO ORAL ADVICE OR WRITTEN INFORMATION GIVEN BY INTCOMEX AND ITS OFFICERS, DIRECTORS, OWNERS, REPRESENTATIVES, INDEPENDENT CONTRACTORS, EMPLOYEES, AGENTS, OR AFFILIATES OR BUSINESS PARTNERS, WILL CREATE A WARRANTY AND YOU MAY NOT RELY ON ANY SUCH INFORMATION OR ADVICE. INTCOMEX IS NOT RESPONSIBLE TO YOU FOR ANY CONTENT PROVIDED THROUGH THE ICP OR FOR ANY DOWNLOAD OR CONTENT YOU FIND OBJECTIONABLE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. TO THE EXTENT THAT IN A PARTICULAR CIRCUMSTANCE ANY DISCLAIMER OR LIMITATION ON DAMAGES OR LIABILITY SET FORTH HEREIN IS PROHIBITED BY APPLICABLE LAW, THEN, INSTEAD OF THE PROVISIONS HEREOF IN SUCH PARTICULAR CIRCUMSTANCE, INTCOMEX SHALL BE ENTITLED TO THE MAXIMUM DISCLAIMERS AND/OR LIMITATIONS ON DAMAGES AND LIABILITY AVAILABLE AT LAW OR IN EQUITY BY SUCH APPLICABLE LAW AND IN NO EVENT SHALL SUCH DAMAGES OR LIABILITY EXCEED USD $100.00.

• Export Control Regulations. You warrant that the transactions performed in the ICP by you or any user of your company will not violate any regulation of the export control laws. You represent and warrant that you are a (i) party doing business, (ii) located in a jurisdiction, and (iii) engaged in activities, such that INTCOMEX is not required to obtain any export license, permit or other approval under applicable laws and regulations including but not limited to export control and/or sanctions regulations of any jurisdiction the laws of which may be implicated by this Agreement. Furthermore, you acknowledge and agree that INTCOMEX has the exclusive authority to monitor such status on a regular basis and, if it should be determined by INTCOMEX that you, at any point in time, are in violation of any of these representations and warranties, INTCOMEX has the exclusive authority to immediately terminate any and all Product(s) to you (and any accounts you have with INTCOMEX) without prior written notice, and you will forfeit any remaining balance on your account.
• User categories, roles, and the ICP has two types of users for clients (the “Users”): (i) INTCOMEX Reseller, as defined below, and (ii) final user (or “End Users”). An INTCOMEX Reseller, as defined below, may grant access to its clients which will be considered as End Users. An INTCOMEX Reseller, as defined below, has access to the accounts of all its clients but a End User only has access to its own account. Each User will have a role and permissions that will determine the extent of data access and actions allowed to perform within the ICP.
• The ICP allows the management of the Products and that includes ordering and canceling that generate financial obligations for the company that the User represents. There are obligations regarding this activity; they are described and explained in the corresponding section of this Agreement.

3. Grant of Use Rights. If the application is approved by INTCOMEX then:

1. INTCOMEX hereby grants to you, conditioned upon payment of applicable fees, a non-exclusive, non-assignable, non-transferable, right during the term of your subscription to access and use the ICP. The ICP will include any and all Third Party licenses in furtherance of the creation and maintenance of the
2. INTCOMEX hereby grants to you a non-exclusive, non-assignable, non-transferable, right during the term of your subscription to access and use, if any, User documentation relating to the operation and use of the ICP, as updated by INTCOMEX from time to time (the “Documentation”).
3. You hereby grant INTCOMEX and applicable Third Party vendors a non-exclusive, non-transferable, royalty-free, right to use the electronic data specifically pertaining to you and/or your users that is processed using the ICP or the Products strictly for the limited purpose of providing access to the ICP or to the Products to you or an End User.
4. You acknowledge and agree that the ICP and any and all related software used in connection with the Products contain proprietary and confidential information of INTCOMEX or Third Party vendors or other third parties that is protected by applicable intellectual property rights and other laws. As between INTCOMEX and you, all rights, title, and interest in and to all intellectual property rights in the ICP, the Products and Documentation are owned exclusively by INTCOMEX or a Third Party, as the case may be. Except as expressly provided herein, INTCOMEX does not grant you (and INTCOMEX expressly reserves for itself and any of the licensors) any rights, express or implied, or ownership in the ICP, the Products and Documentation. INTCOMEX shall have a royalty-free, non-exclusive, transferable, sub-licensable, irrevocable, perpetual right to make, use, sell, offer for sale, import, or otherwise incorporate into the ICP, the Products and Documentation, any suggestions, enhancements, recommendations or other feedback provided by you relating to the ICP, the Products and Documentation.
5. You agree that you are responsible for, without limitation, the following: (i) your implementation of the Products and the use of the ICP; (ii) protecting the names and passwords of the Users of the ICP and Products and preventing and notifying INTCOMEX of unauthorized use of the ICP or the Products; (iii) appointing key designated support contacts for purposes of contacting INTCOMEX with regard to support questions and/or technical issues and ensuring that such contact information is current with INTCOMEX; (iv) the lawfulness of each User’s acts and omissions; (v) using the ICP and Products encryption feature, if and when made available to You, for any of Your data containing sensitive information; (vi) using the ICP and the Products within the permitted scope and only in accordance with the numbers, types and identifiers of permitted Users, applications, servers, devices, capacity and locations at or through which You are permitted to use the ICP and the Products as set forth in this Agreement; and (vii) using the ICP and the Products only in accordance with applicable Documentation.
6. You shall not (and shall not permit others to):

• create derivative works based on or otherwise modify the ICP, the Products or Documentation;
• disassemble, reverse engineer or decompile the ICP or the Products;
• access the ICP, Products or Documentation in order to develop a competing product or service;
• use the ICP or the Products to operate more or different type of applications than permitted by INTCOMEX;
• use or send viruses or other harmful computer code;
• interfere with the integrity of the ICP or the Products in any manner;
• remove or modify a copyright or other proprietary right notice on or in the Products or Documentation;
• You may not send unsolicited e-mail messages, including junk mail and chain letters, to any other User;
• use the ICP or the Products to reproduce, distribute, display, transmit or use material protected by copyright or other intellectual property right (including the rights of publicity or privacy) without first obtaining the permission of the owner;
• use a computer or computer network to cause physical injury to the property of another;
• violate any law or regulation of the United States or any state thereof or other government authority, including any applicable laws or regulations outside the United States based on use and access by you or your affiliate;
• disable, hack or otherwise interfere with any security, digital signing, digital rights management, verification or authentication mechanisms implemented in or by the ICP or the Products;
• include, send, store or run software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs from the ICP or the Products;
• disrupt the integrity of the ICP or the Products;
• temporarily or permanently remove, copy, add, modify, halt or disable any computer data, computer programs or computer software from a computer or computer network without authorization;
• cause a computer to malfunction, regardless of how long the malfunction persists;
• alter, disable, or erase any computer data, computer programs or computer software without authorization or use them to obtain unauthorized access to the ICP or the Products; or access the ICP or Products by any means other than through the interface provided by INTCOMEX to access the ICP or the Products.

4. Third Party Products.

If you order or buy any Third Party Product, you agree that your license to use any Third Party vendor Product is provided by the Third Party and not INTCOMEX, and is subject to any terms and conditions of as made available by the Third Party vendor, including, but not limited to, warranties (if any), ownership of intellectual property and permitted uses, the terms of use of that Products shall exclusively be as set forth by the Third Party vendor. You agree that INTCOMEX is not responsible nor liable for any Products provided by a Third Party.

5. Resellers obligations and responsibilities

If you are an authorized reseller of INTCOMEX or one of Intcomex’s affiliates (“INTCOMEX Reseller“), and unless otherwise agreed to in a separate written agreement between you and INTCOMEX in respect to the use of the ICP, you agree that INTCOMEX’s sales terms and conditions set forth at http://intcomex.com, as modified by this Agreement, govern your purchase of Products for resale to your customers as well as use of the ICP by you or your customers. As an INTCOMEX Reseller you are aware of the terms and conditions of sales set forth by INTCOMEX and you agree that those are the ones that govern your purchase of Products within the ICP.

When you perform a transaction in the ICP, the sale or cancelation is executed through INTCOMEX but charged or credited to your account. you may, under your responsibility, request the ICP credentials for some of your employees, associates or final clients but you acknowledge that you are responsible for the acts or omissions of all the Users under your account, employees, associates or final clients. You also confirm that all your customers (Users with credentials) are aware of their responsibilities and obligations under this Agreement. If you find that any of your customers or employees are violating its/her/his obligations under this Agreement, you will notify INTCOMEX immediately.

Also, you acknowledge that you are responsible for the payment to INTCOMEX of all the orders placed under your account when it is required, independently of whether your clients have paid you or not.

Your customers may need support at any time and you are responsible for providing it. If your support team is not able to resolve the issue, then you can escalate to INTCOMEX support team following the procedures set for this service by INTCOMEX. If any of the Users in your account request support to INTCOMEX, he/she will be instructed to call your support team; INTCOMEX will only accept tickets requesting support from your support team.

You acknowledge that INTCOMEX may review how you and your customers are using the ICP and verify if you comply with the terms of this Agreement. If INTCOMEX finds lack of compliance, you will be notified immediately, and you agree that INTCOMEX may suspend or terminate any or all of the User accounts under your name. You acknowledge that you will provide all the cooperation you can to INTCOMEX in order to remediate the lack of compliance in such a review. INTCOMEX, in addition, may exercise any other rights or remedies it may have regarding this Agreement.

6. Support to End Users

If You are an INTCOMEX Reseller, the conditions under which you may get support from INTCOMEX are already described in the previous section. If you are an End User of the ICP, you acknowledge and agree that you must first contact your INTCOMEX Reseller or their designated representative with regard to the use of the ICP or any Product issues, including any issues with support or payment. INTCOMEX will not accept any payment directly from End Users. Rather End Users must communicate directly to their INTCOMEX Reseller or designated representative.

7. Payments, fees, and taxes

You agree that, as an INTCOMEX Reseller using the ICP, You will be able to place orders, but You will have a limit on the total amount of orders pending of payment. The amount of each order will be deducted from the limit set for you, reducing the amount you have available when placing orders; in the same way, every payment will increase the mentioned amount to place orders without exceeding your limit. In the event that an order is placed, and Your limit is exceeded, you will: (i) notify INTCOMEX immediately; (ii) pay an amount equal or greater to the amount in excess of your limit, and/or (iii) revert the transaction that caused the excess. You may request an increase in the limit set for you; it will be evaluated by INTCOMEX who, in its sole discretion, will approve or deny it. You agree to pay using any of the allowed payment options set by INTCOMEX, although the preferred method will be the one specified in your registration. Additionally, the limit of your line of credit, credit card or another payment instrument used may determine your purchase capacity when ordering. You acknowledge that INTCOMEX is not responsible for the update of the expiration date of the credit cards registered; update of any information related to payment methods must be done by you. If this data is not updated on time, you may not be able to order.

INTCOMEX will invoice you and you agree to pay between the date of the invoice and the term indicated in it or in any other the agreement signed with INTCOMEX on such matter. In the case of late payments, you acknowledge that INTCOMEX may, at its sole discretion, charge you with an additional fee of [____1.5%_____] per month. Intcomex may require You to provide credit card information as backup for payment in case you do not pay within the time indicated on the invoice and in such case, Intcomex may automatically charge your account such outstanding amounts and may charge you a one-time processing fee of [3.5%]. We may, in its sole discretion, charge amounts payable by you in USD or in in your local currency. The continuous practice of late payments may cause, if deemed appropriate to INTCOMEX, the suspension or even termination of your ICP accounts, in addition to other actions covered by this Agreement and the applicable laws aimed to cover the debt or reduce it to the minimum. If your payments fall late over the maximum period allowed by INTCOMEX defined as 30 days, You acknowledge that INTCOMEX has the right to terminate Your customer’s accounts and get the ownership of them without any compensation to you as an INTCOMEX Reseller.

Additionally, if at any time your outstanding payments are more than ninety (90) days in arrears, Intcomex may deem that you have abandoned your customers and Intcomex reserves the right to terminate your customer account with cause and assume ownership of your customers directly, without any financial consideration or relief whatsoever to the Reseller. Intcomex may assume the billing and support relationship with Resellers’ customers directly and may also establish a direct relationship with your customers in the event you or we terminate your Reseller account.

An End User that purchases Products from an INTCOMEX Reseller shall pay the invoice issued by the INTCOMEX Reseller directly to the INTCOMEX Reseller. If the End User purchased directly from INTCOMEX, then the End User shall pay the invoice issued by INTCOMEX directly to INTCOMEX.

You agree to pay the fees and charges for the Products as they appear on the ICP, as may be amended from time to time. Fees and charges for Products are non-refundable. INTCOMEX will notify you of any such changes by updating them on the ICP or sending notice by e-mail.

Some Products may have additional fees and charges that You agree to pay by accepting this Agreement; if you are a foreign customer, you acknowledge that the charges and fees of your purchases may be adjusted due to foreign currency exchange fluctuations, even in the case of purchases in advance for a fixed term. These fees and charges are non-refundable.

You acknowledge that INTCOMEX is not responsible for billing and collecting payments from your customers: it is your responsibility. To simplify the billing under the ICP, the billing period will be the calendar month (from the first day of the month or the starting day a subscription was activated to the last day of the month). It is your responsibility to let your customers know about the payment frequency. To the extent Intcomex provides you with payment frequency options, you agree that you will extend the payment frequency option that you choose to your customers.

TAXES: You acknowledge that all taxes imposed on transactions by any government of any city, province, state, federal or country, with the exception of taxes upon INTCOMEX’s net income, are going to be paid by you and that no deduction shall be made to the total of the invoice submitted by INTCOMEX. If you have an exemption of any tax imposed to transactions as mentioned before in this paragraph, then you have to provide a Certificate of Exemption to INTCOMEX in order to not be charged such tax; if you do not provide the certificate before the invoice is issued, you will be charged normally and INTCOMEX will not reimburse any amount if the certificate is provided after the invoice issuance, but the exemption will be applied in the next invoice.

8. Non-disclosure agreement and confidentiality terms

Under this Agreement, You acknowledge that the ICP and its content includes intellectual property and rights and other confidential information that belong to INTCOMEX or Third-Party vendors or End Users or You; therefore You shall protect this content from being disclosed, sold, leased, modified or distributed by other than the owners in the same way that INTCOMEX and Third-Party vendors protect this information. In addition to this, You acknowledge that You or any of Your customers will not try to develop a competing product of the ICP and violate the ICP and INTCOMEX copyrights or Third-Party copyrights. INTCOMEX will act upon the rights granted by law.

You agree to grant INTCOMEX and Third-Party vendors to use Your data with the exclusive purpose of providing the Products You order for Your own use or for Your customers. No charge will be charged, or any fee will be applied for the use of this data. You will be responsible to protect the credentials, including identification and passwords given to all the Users in Your account. Any charge generated by any violation caused by the failure of protecting these credentials shall be paid by You and You acknowledge that INTCOMEX is not responsible for the actions and consequences derived of this event.

9. Intellectual property terms.

By submitting media and/or information such as text, photos, audio or videos, or any other content into the ICP (collectively, “Content“), You represent and warrant that such Content does not infringe upon any Third Party intellectual property right or personal rights, including, but not limited to, patent, copyright, trademark, trade secret, privacy or other intellectual or proprietary right.

If INTCOMEX becomes aware of any Content posted by You in the ICP that could be infringing on a Third Party’s intellectual property rights, INTCOMEX may initiate an investigation. If INTCOMEX receives a claim from a Third Party complainant with the applicable copyright or trademark registration number, a copy of the underlying copyrighted work along with Your materials and/or a good faith declaration, signed under penalty of perjury, that (i) the material is the property of the complainant, or (ii) the work has been copied and that use of the material is not defensible, then INTCOMEX, in its sole and absolute discretion, may, at any time, restrict Your access to the ICP and/or to the challenged material.

INTCOMEX will notify You of the copyright infringement allegation and will allow You to respond to the allegation(s). You agree that INTCOMEX shall have no liability, directly or indirectly, to third parties for any of Your infringing materials.

INTCOMEX will respond to this kind of claims in accordance with the U.S. Digital Millennium Copyright Act (DMCA).

You will not use the name, trademarks or logos of INTCOMEX, its affiliates or any Third Party without the prior written approval of INTCOMEX. All content included on the ICP and in the Products, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software, is the property of INTCOMEX or its content suppliers and protected by United States and international copyright laws. The compilation of all content on the ICS is the exclusive property of INTCOMEX and protected by U.S. and international copyright laws. All software used on the ICP is the property of INTCOMEX or its software suppliers and protected by United States and international copyright laws.

10. Indemnification.

You agree to defend, indemnify, and hold harmless INTCOMEX, its affiliates, and their respective directors, officers, shareholders, employees, agents, licensors and advisors (“Indemnified Parties“), from and against any claim, demand, liability, damage, losses, judgments, suit, action, or cause of action, costs and expenses (including, without limitation, legal fees, court filing fees and costs, document production, depositions and interrogatories) (collectively the “Claims”) arising directly or indirectly out of Your use of the Products or the ICP, including, but not limited to (a) Your breach or violation of any provision of this Agreement, (b) Your use of any Product or the ICP, including Your publication or use of Content that infringes the intellectual property rights of any Third Party, including, but not limited to, patent, copyright, and trade secret rights, (c) any action taken by INTCOMEX in investigating a suspected violation of this Agreement or as result or finding that a violation has occurred and/or (d) any misuse of information, including email addresses and email content arising out of or relating to Your use of the ICP or Products. For purposes of this indemnity provision, if You are an INTCOMEX Reseller, references to “Your” includes You and Your customer(s).

11. Limitation of liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT IN NO EVENT SHALL THE INDEMNIFIED PARTIES BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR INCOME, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THE INDEMNIFIED PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES UNDER CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER THEORY), RESULTING FROM: (I) THE DISRUPTION, USE OR THE INABILITY TO USE THE PRODUCT(S), THE ICP OR ANY CONTENT FOR ANY REASON; (II) ANY THIRD PARTY CLAIMS THAT THE USE BY YOU OF THE ICP, PRODUCTS OR THE CONTENT VIOLATES ANY INTELLECTUAL PROPERTY RIGHT; (III) ANY ACTION TAKEN BY THE INDEMNIFIED PARTIES AS PART OF AN INVESTIGATION INTO A SUSPECTED VIOLATION OF THE TERMS OR AS A RESULT OF ITS CONCLUSION THAT YOU HAVE VIOLATED, OR (IV) ANY OTHER MATTERS RELATING TO THE PRODUCT(S), THE ICP OR THE CONTENT.

YOU SPECIFICALLY ACKNOWLEDGE THAT THE INDEMNIFIED PARTIES ARE NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF THIRD PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU. FURTHER, THE INDEMNIFIED PARTIES SHALL HAVE NO LIABILITY TO YOU FOR ANY CONTENT DOWNLOADED FROM THE ICP OR ITS PRODUCTS. YOU AGREE THAT THE AGGREGATE LIABILITY OF THE INDEMNIFIED PARTIES TO YOU FOR ANY AND ALL CLAIMS UNDER CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR OTHER THEORY ARISING UNDER THESE TERMS OR FROM ANY OF INTCOMEX OR AFFILIATE POLICIES OR THE USE OF THE ICP, THE CONTENT, OR THE PRODUCTS IS LIMITED TO USD $100.

12. General Provisions

The acceptance of this Agreement includes the following:

a) ASSIGNMENT. You may not assign this Agreement or Your rights or obligations hereunder, whether by operation of law or otherwise without INTCOMEX’s prior written consent, and any such act by You will be void.

(b) NOTICE. Except as otherwise provided herein, all notices shall be in writing and deemed given upon: (i) personal delivery; (ii) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (iii) the second business day after mailing; or (iv) the first business day after sending by email, except that email shall not be sufficient for notices of termination or regarding a claim. Notices to You will be sent to Your email address that INTCOMEX has on file. It is important that Your address is up to date. Notices to INTCOMEX must be sent to:

Email: [email protected]

Address: Intcomex Legal Department

3505 NW 107^th Avenue

Doral, Florida 33178

U.S.A.

(c) FORCE MAJEURE. INTCOMEX will not be liable or responsible to You, nor be deemed to have defaulted under or breached this Agreement, and will be excused from performance in the event of any failure or delay in fulfilling or performing any term of this Agreement or the performance of the Products, when and to the extent such failure or delay is caused by or results from acts beyond INTCOMEX’s reasonable control, including without limitation: domain name server or instant messaging issues, strikes, lock-outs or other industrial disputes (whether involving its own workforce or a Third Party’s), trespassing, sabotage, theft or other criminal acts, by requirement of law, regulation, order or other governmental action, failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, explosions, collapse of building structures, fires, floods, storms, earthquakes, epidemics or similar events, natural disasters or extreme adverse weather conditions.

(d) NO WAIVER AND AMENDMENT. INTCOMEX will not be considered to have waived any of its rights or remedies described in this Agreement unless such waiver is in writing and signed by an authorized representative of INTCOMEX. No delay or omission by INTCOMEX in exercising INTCOMEX rights or remedies will impair or be construed as a waiver. Any single or partial exercise of a right or remedy by INTCOMEX will not preclude further exercise of any other right or remedy. INTCOMEX failure to enforce the strict performance of any provision of the terms and conditions in this Agreement will not constitute a waiver of INTCOMEX right to subsequently enforce such terms and conditions.

(e) RELATIONSHIP OF THE PARTIES. You and INTCOMEX are independent contractors to each other. Nothing in the Agreement will be interpreted to create a partnership, joint venture, agency, fiduciary or trustee relationship. You will not have any right or authority to assume or create any obligation of any kind expressed or implied in the name of or on behalf of INTCOMEX. INTCOMEX may at any time subcontract any or all of INTCOMEX obligations hereunder to any Third Party.

(f) GOVERNING LAW; VENUE; TIME FOR BRINGING ACTION. This Agreement will be governed by, subject to, and interpreted in accordance with the laws of the State of Florida, without regard to conflict of laws principles. You hereby irrevocably consent to the nonexclusive jurisdiction of, and venue in, any federal or state court of competent jurisdiction located in Florida, for the purposes of adjudicating any action or proceeding to enforce the Agreement. To the extent permitted by law, choice of law rules and the United Nations Convention on Contracts for the International Sale of Goods will not apply.

(g) CONSTRUCTION. The headings used in this document are for convenience only and will have no effect on the interpretation or legal enforceability of the terms herein.

(h) ENTIRETY. This Agreement, together with any referenced terms, conditions and policies, are the final and entire agreement between You and INTCOMEX and supersede all prior or contemporaneous oral or written agreements, representations, understandings, undertakings and negotiations. In the event of any conflict between this Agreement and any referenced and/or attached documents these terms and conditions shall govern unless such referenced and/or attached document is signed or electronically agreed to by both authorized representatives of each Party and manifests a clear intent to override this Agreement.

13. Termination of the Agreement

You agree that this Agreement will remain valid until the expiration of all Your Products subscriptions. The term of any Product subscription will be the one specified during the registration process and it will be renewed automatically for the same period unless You specify a different period or request a cancellation. You agree that, upon termination, You must pay all the amounts owed to INTCOMEX and You acknowledge that any prepaid fees are not refundable and that You will be responsible for all contracted obligations until the end of the term of the subscription. You acknowledge that INTCOMEX has the right to terminate this Agreement at any time, without notifying You in advance, whenever deemed convenient to its own interests. You may terminate the subscription by providing INTCOMEX notice of such termination at least thirty (30) days prior to the end of the then-current term for such Products.

EFFECT OF TERMINATION OF THE PRODUCTS. Upon expiration or other termination of the Products for any reason as permitted in this Agreement, You must stop using, and INTCOMEX will stop providing access to the ICP and to any of the Products. In the event of such termination, INTCOMEX will not refund any prepaid fees and You will be responsible for all subscription fees until the end of the subscribed term.

SURVIVAL. Any provision required by its construction or required for rights and obligations enforcement, shall survive termination, including, but not limited to, the indemnity provisions, limitations of liability and the survival terms and this Section 13 (Termination of the Agreement) and Section 14 (Privacy and Confidentiality).

14. Privacy and Confidentiality.

By using the ICP, You agree that INTCOMEX may use such data in accordance with INTCOMEX’s Privacy Policy as set forth in http://www/intcomex.com. Your use of Third-Party vendor Products may also be subject to the privacy policies of the particular Third Party. If You are an INTCOMEX Reseller, You agree that You have received proper consent from Your customers to provide their information to INTCOMEX for use in connection with the ICP.