| No | Customer Code | Subscription Contract ID | Serial Number | End User | Quantity | Unit Price | Billing Start Date | Billing End Date |
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1.1. This agreement is hereby entered into between Leader Computers and (“Reseller”) in accordance with Leader Computers PTY Ltd terms and conditions of sale, for the use of the WatchGuard Subscription Service, and Leader WatchGuard Online Portal. All Resellers wishing to offer the WatchGuard Subscription Service, must agree to all terms outlaid herein.
2.1. All Resellers wishing to make use of this system must have a valid WatchGuard partner ID, obtained directly from Watchguard.com partner signup/login.
2.2. All parties making use of the Leader/WatchGuard Subscription System understand that some or all products and services may be subject to automated and recurring billing without prior notice. Payment for any service or product may be undertaken via bank transfer, credit card or any other payment method Leader sees fit.
2.3. By using the Leader marketplace / subscription portal, customers agree that:
(a) Leader will not be held liable for any loss that may result from using any subscription service or product sold through the Leader marketplace / subscription portal.
(b) Leader has no obligation to either the end user or reseller with regards to the performance or delivery time of any subscription service or product.
(c) The reseller is solely responsible for any purchases or actions that incur costs which have been made through the Leader marketplace / subscription portal
(d) Credit card information may be stored in order to facilitate the automatic recurring purchase of any product or service unless cancelled, subject to the return or cancellation of goods specified in this document.
(e) Neither the reseller or end user may modify, change or deconstruct any part of either the subscription services, products or Leader marketplace.
(f) More than one charge attempt may be made where a credit card payment method has been selected but payment fails for any reason.
(g) Neither the reseller or end user will use any service or product offered through the Leader Marketplace / subscription portal for illegal activity.
(h) Any software or service purchased via the Leader Marketplace / subscription portal does not grant the client any property rights of any kind or permanent or usage rights beyond the term of the software contract and the intended use beyond the respective functionalities of the subscription service. All other rights to the subscription services and the underlying software applications in the original, copy or modified form remain with the respective manufacturers of the software application / hardware appliance.
(i) Any software service, subscription or product may be terminated at Leader’s discretion in the event of non-payment, automatic payment failure or any other reason Leader sees fit.
(j) All prices and descriptions may be subject to change without prior notice.
(k) Leader may at its own discretion cease to sell any service or product.
(l) The description of goods does not constitute sale by description unless otherwise agreed.
3.1. Leader is committed in protecting your privacy. This privacy statement applies to the data collected by Leader through the Leader WatchGuard Subscription Portal (the “Portal”) hosted and operated by Leader.
4.1. If you choose to make a purchase or sign up for a paid subscription service, we will ask for additional information, which may include without limitation your customer details, such as company name, email address, mobile phone number and/or delivery address.
5.1. The information collected on this Portal will be used to operate the Portal and to provide the service(s) or carry out the transaction(s) you have requested or authorized. Additionally, the information may be used by us for payment processing and ongoing security and fraud prevention activities (such as bank authorizations, charge-backs and for record retention policies) or in cases required under applicable law.
5.2. We may access or disclose information about you, including the content of your communications, in order to:
(a) comply with the law or respond to lawful requests or legal process;
(b) protect the rights or property of Leader or our customers, including the enforcement of our agreements or policies governing your use of the services; or
(c) act on a good faith belief that such access or disclosure is necessary to protect the personal safety of our employees, customers or the public. We may also disclose personal information as part of a corporate transaction such as a merger or sale of assets.
6.1. Except as otherwise described in this statement, personal information you provide on the Site will not be shared outside of Leader and its controlled subsidiaries and affiliates without your permission.
7.1. We may occasionally update this privacy statement and endeavour to inform all relevant parties upon doing so.
8.1. Through the Leader Marketplace, Leader provides access to a variety of resources, including software, software subscriptions, licenses, resource instances, usage-based services and other physical or software-based products. (collectively "Services" or “Products”). These Services may include any updates, enhancements or new features and are subject to Leader’s terms and conditions of sale.
9.1. Permission to use Documents (such as white papers, press releases, datasheets and FAQs) from the Marketplace and Services is granted, provided that:
(1) The below copyright notice appears in all copies and that both the copyright notice and this permission notice appear,
(2) Use of such Documents from the Leader Marketplace or Services is for informational and non-commercial or personal use only and will not be copied or posted on any network computer or broadcast in any media unless agreed upon by Leader,
(3) No modifications of any Documents are made.
10.1. All customers must complete the registration process by providing current, complete and accurate information as prompted by the applicable registration form. You are entirely responsible for maintaining the confidentiality of your password and account. Furthermore, you are entirely responsible for any and all activities that occur under your account. You agree to notify Leader immediately of any unauthorized use or access of your account or any other breach of security. Leader will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. However, you could be held liable for losses incurred by Leader or another party due to someone else using your account or password. You may not use anyone else's account at any time, without the permission of the account holder.
11.1. Any subscription products that are 1 Month term (Month-to-Month) may paused and/or cancelled at any time
11.2. Any subscription products that are 3 year / 36 month term are subject to this legally binding contract and cannot be cancelled until the term expires. As such, 3 year/36-month contract options are only available to Leader Resellers that have credit terms in place with Leader
12.1. Leader will offer Subscription Products as “Monthly Subscription Products” with 1 month recurring subscription terms and “Term Subscription Products” with 3 year terms. Monthly Subscription Product hardware is leased by Leader to Reseller, and Term Subscription Product hardware is sold by Leader to Reseller (on the terms of this Agreement), effective in either case as of the time Leader receives an order through the Portal for the Subscription Product unit, and provided that it is then available in inventory with Leader.
12.2. Any Hardware appliance associated with a “Monthly Subscription Product” remains the property or Leader and is leased to reseller. Should cancellation of this service occur, hardware must be immediately returned to Leader so as to avoid any handling fees. The Reseller must ensure that the WatchGuard hardware appliance remains in good condition, and is kept in an appropriate environment so as to ensure optimal lifespan longevity of the product.
12.3. Any hardware returned from cancelled subscriptions, that are in a poor state or damaged in any way, will be charged to the reseller account, allowing Leader to recoup any costs involved with refurbishing or replacing the hardware.
13.1. Reseller is responsible for all credit risk regarding, and for collecting payment for, all Subscription Products distributed by Reseller to each End User, whether or not Reseller receives full payment from the End User. The inability of Reseller to collect the purchase price or any subscription payment from any End User for any Subscription Products will not affect Reseller’s obligation to pay Leader for any Subscription Products.
14.1. Monthly and Term Subscriptions. Monthly Subscription Product hardware is leased by Leader to Reseller on a month to month basis. Term Subscription Product hardware is sold by Leader to Reseller on the terms of this Agreement. At the end of the 3 year term of a Term Subscription Product subscription, the subscription will continue by default, and convert to a monthly subscription with the same monthly billing fee that applied during the 3 year term. Leader may cancel the subscription for a Subscription Product at any time, effective upon notice to Reseller.
14.2. Suspensions; Cancellations.
(a) Reseller may suspend any subscription for a Subscription Product, with requests made to Leader through the Leader Portal. Subscription billing for the associated Subscription Product will be suspended promptly, generally within 1 business day after the day the request is received. Services will stop approximately 7 days after the next invoicing date, provided that Leader receives the request at least 1 business day before the invoicing date; otherwise Services will stop approximately 7 days after the invoicing date in the following month.
(b) The subscription for a particular Subscription Product unit may be suspended any number of times, for up to 6 months per suspension. The duration of a suspension is measured from the date Services are suspended. When Services are suspended or terminated, a Product returns to its default state in effect before Product activation, such that it will connect to only a single IP address on a network. Products in the default state are essentially non functioning and cannot provide network security or other services. Reseller will ensure that its customers are informed in writing of the circumstances under which Products will cease functioning.
(c) Reseller may restart a suspended subscription, such that Services to the Product resume, generally within 1 business day after the day the request is received through the Leader Portal. If no such request is received by Leader within 6 months after the suspension began, the associated subscription will be cancelled. Cancelled subscriptions cannot be reinstated. When a subscription is cancelled, the associated Subscription Product will return to its default, non functioning state.
(d) As between the parties, title to Term Subscription Product units, whether under an active subscription or as to which the subscription has been suspended or cancelled, will remain with Reseller, and Reseller will have no obligation to return units to Leader. Title to Monthly Subscription Products will remain with Leader, and Reseller agrees to make all efforts to recover Monthly Subscription Product units from end customers, for return to Leader, if requested by Leader. Returns of Monthly Subscription Products to Leader can be made by way of direct delivery from end user to closest Leader office. In the event a Monthly Subscription Product is lost, stolen or otherwise not returned to Leader at all or returned to Leader in a damaged condition, Section 12.3 shall remain unaffected. Reseller agrees not to commercially exploit a Subscription Product, whether by resale, lease, demonstration, internal use, or otherwise, except under an active subscription in accordance with this Agreement.
(e) With suspension of a Monthly Subscription Product, or a Term Subscription Product that has run its course and become a monthly subscription, Leader will suspend the associated monthly billing such that no subscription fees will be payable by Reseller with respect to the suspension period. However, suspension of fees will take effect with the period following the one in which the suspension request is made, and no refunds will accrue or be paid. Further, when a Monthly Subscription Product is ordered, in all cases at least one month of billing will accrue and be payable before any suspension of billing can take effect. The request must be made at least 1 business day before the issue date of the next invoice; otherwise, that invoice will issue and be payable regardless of the effective date of the Services suspension.
(f) Services for Term Subscription Products can be suspended, but billing for the Product will in all cases continue uninterrupted until at least the end of the 3 year term, at which point billing will continue if the subscription remains active, and will cease if the subscription has a suspended or cancelled status at that time.
15.1. Leader will issue invoices for Subscription Products on the 1st and 15th day of each month. Any Subscription Products ordered (or restarted from a suspension, in the case of month to month subscriptions) between the 1st and 15th day of a month will be invoiced on the 15th day of the following month, and any Subscription Products ordered (or restarted from a suspension) between the 15th and the last day of a month will be invoiced on the 1st day of the second month following the month in which the order was placed. Invoicing is not contingent on activation of a Subscription Product and will begin on the schedule set out in this section and continue regardless of when or whether a Product is activated. Fees accrue as of the date of the first invoice, on the 1st or 15th of the month. As such, there is a “grace period” between the order date and the date of the first invoice. Fees for Subscription Products are invoiced in advance, and invoices are payable as otherwise set out in the Agreement.
16.1. In relation to each Subscription Product, the warranty shall last from the start until the end of the term of the subscription for the relevant Subscription Product (whether Monthly Subscription Product or Term Subscription Product), provided, however, that any warranty claims shall be excluded during any time period for which a subscription is suspended according to Section 14.2 of this Contract. For the avoidance of doubt, Reseller has no warranty claims against Leader or WatchGuard in the event a Subscription Product is damaged or otherwise becomes defective as a result of Reseller’s, or an end customer’s fault. In case of Term Subscription Products, Reseller can in such a case buy from Leader and sell to Edn User another Term Subscription Product as replacement for a defective Term Subscription Product and relate such replacement Term Subscription Product to the existing subscription for the replaced Term Subscription Product.
| No. | Invoice Number | Invoice Date | Due Date | PO Number | Payment Terms | Total |
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