Terms and Conditions

PLEASE READ THESE CDW API SERVICES TERMS AND CONDITIONS

BY CHECKING THE “I agree to the Terms and Conditions” BOX AND CLICKING THE “Create Account” BUTTON, YOU AGREE TO BE BOUND BY AND ACCEPT THESE CDW API TERMS AND CONDITIONS ON YOUR BEHALF AND ON BEHALF OF THE COMPANY (“YOU”, “YOUR”, “COMPANY”) CONTRACTING WITH CDW LLC (“CDW”) TO UTILIZE THE CDW API SERVICES.

Important Information About These Terms and Conditions

These Terms and Conditions govern your use of CDW’s application programming interfaces (“API(s)”) and related services (collectively with the APIs, “API Services”) and constitute a binding contract between Company and CDW and are referred to herein as either "Terms and Conditions" or this "Agreement". Company accepts these Terms and Conditions by checking the “I agree to the Terms and Conditions” box and clicking the “Create Button” on the create an account page on CDW’s API Integration platform. These Terms and Conditions are subject to change by CDW without prior notice.

Company consents to receiving electronic records, which may be provided via a Web browser or e-mail application connected to the Internet. In addition, Internet connectivity requires access services from an Internet access provider for which CDW is not responsible. Electronic signatures (or copies of signatures sent via electronic means) are the equivalent of written and signed documents.

Purpose

Company will utilize the API Services solely for transmitting to and receiving data from CDW. During the term of this Agreement, Company intends to implement and deploy communication methodologies utilizing the APIs (the "Communication Methods"), giving due consideration to authentication, security, confidentiality and testing. The Communication Methods may be modified, expanded or narrowed by written agreement of the Parties at any time during the term of this Agreement. Company shall review mailboxes and other electronic receptacles of data and information, maintain such logs and files and send such control confirmations and other notifications at such times, with such frequency and under such circumstances as they may determine as they develop the Communications Methods. Company, at its own expense, shall provide and maintain the equipment, software, services and testing necessary to effectively and reliably meet the foregoing requirements. To the extent that Company utilizes the services of a third party, Company will be responsible for any acts, failures or omissions by that third party.

Release and Company Data Loss Indemnity

Company agrees to forever release and indemnify, defend and hold CDW and its affiliates harmless from and against any loss, liability, debt, obligation, claim, judgment, action, cause of action, cost, expense or effect, of any amount and nature whatsoever, including reasonable attorneys’ fees, incurred by or imposed on CDW or its affiliates as a result of, related to or in any way in connection with or arising out of the transfer, loss, destruction, alteration, interception or inaccuracy of transmitted data or information.

Governing Law

THESE TERMS AND CONDITIONS ARE GOVERNED BY THE LAWS OF THE STATE OF ILLINOIS, WITHOUT REGARD TO CONFLICTS OF LAWS RULES. ANY LITIGATION WILL BE BROUGHT EXCLUSIVELY IN COOK COUNTY, ILLINOIS, AND COMPANY CONSENTS TO THE JURISDICTION OF THE FEDERAL AND STATE COURTS LOCATED THEREIN, SUBMITS TO THE JURISDICTION THEREOF AND WAIVES THE RIGHT TO CHANGE VENUE. COMPANY FURTHER CONSENTS TO THE EXERCISE OF PERSONAL JURISDICTION BY ANY SUCH COURT WITH RESPECT TO ANY SUCH PROCEEDING. Neither party may institute any action in any form arising out of these Terms and Conditions more than one (1) year after the cause of action has arisen. The rights and remedies provided CDW under these Terms and Conditions are cumulative, are in addition to, and do not limit or prejudice any other right or remedy available at law or in equity.

Warranties

Company expressly waives any claim that it may have against CDW or its Affiliates based on any product liability or infringement or alleged infringement of any patent, copyright, trade secret or other intellectual property rights (each a "Claim") with respect to the API Services and also waives any right to indemnification from CDW or its Affiliates against any such Claim made against Company by a third party. Company acknowledges that no employee of CDW or its affiliates is authorized to make any representation or warranty on behalf of CDW or any of its Affiliates that is not in this Agreement.

CDW AND ITS AFFILIATES MAKE NO, AND EXPRESSLY DISCLAIMS ALL OTHER, REPRESENTATIONS, WARRANTIES, CONDITIONS OR COVENANTS, EITHER EXPRESS OR IMPLIED (INCLUDING WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, DURABILITY, TITLE, ACCURACY OR NON-INFRINGEMENT) ARISING OUT OF OR RELATED TO THE PERFORMANCE, NON-PERFORMANCE OF OR OTHERWISE RELATED TO THE API SERVICES, ANY WARRANTY WITH RESPECT TO THE PERFORMANCE OF ANY HARDWARE OR SOFTWARE USED IN PERFORMING THE API SERVICES AND ANY WARRANTY CONCERNING THE RESULTS TO BE OBTAINED FROM THE API SERVICES. THIS DISCLAIMER AND EXCLUSION SHALL APPLY EVEN IF THE EXPRESS WARRANTY AND LIMITED REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE. COMPANY ACKNOWLEDGES THAT NO REPRESENTATIVE OF CDW OR OF ITS AFFILIATES IS AUTHORIZED TO MAKE ANY REPRESENTATION OR WARRANTY ON BEHALF OF CDW OR ANY OF ITS AFFILIATES THAT IS NOT IN THIS AGREEMENT EXPRESSLY AMENDING CDW'S WARRANTY.

Company shall be solely responsible for daily back-up and other protection of its data and software against loss, damage or corruption. Company shall be solely responsible for reconstructing data (including but not limited to data located on disk files and memories) and software that may be lost, damaged or corrupted during the performance of API Services. CDW, ITS AFFILIATES, AND ITS AND THEIR SUPPLIERS, SUBCONTRACTORS AND AGENTS ARE HEREBY RELEASED AND SHALL CONTINUE TO BE RELEASED FROM ALL LIABILITY IN CONNECTION WITH THE LOSS, DAMAGE OR CORRUPTION OF DATA AND SOFTWARE, AND COMPANY ASSUMES ALL RISK OF LOSS, DAMAGE OR CORRUPTION OF DATA AND SOFTWARE IN ANY WAY RELATED TO OR RESULTING FROM THE API SERVICES.

CDW will not be responsible for and no liability shall result to CDW or any of its affiliates for any delays in delivery or in performance which result from any circumstances beyond CDW’s reasonable control, including, but not limited to, API Services unavailability, carrier delays, delays due to fire, severe weather conditions, failure of power, labor problems, acts of war, terrorism, embargo, acts of God or acts or laws of any government or agency.

Limitation of Liability

UNDER NO CIRCUMSTANCES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY SET FORTH HEREIN, WILL CDW, ITS AFFILIATES OR ITS OR THEIR SUPPLIERS (INCLUDING, BUT NOT LIMIED TO Microsoft), SUBCONTRACTORS OR AGENTS BE LIABLE FOR: (A) ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, BUSINESS, REVENUES OR SAVINGS, EVEN IF CDW HAS BEEN ADVISED OF THE POSSIBILITIES OF SUCH DAMAGES OR IF SUCH DAMAGES ARE OTHERWISE FORESEEABLE, IN EACH CASE, WHETHER A CLAIM FOR ANY SUCH LIABILITY IS PREMISED UPON BREACH OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY OF LIABILITY; (B) ANY CLAIMS, DEMANDS OR ACTIONS AGAINST COMPANY BY ANY THIRD PARTY; (C) ANY LOSS OR CLAIM ARISING OUT OF OR IN CONNECTION WITH COMPANY'S IMPLEMENTATION OF ANY CONCLUSIONS OR RECOMMENDATIONS BY CDW OR ITS AFFILIATES BASED ON, RESULTING FROM, ARISING OUT OF OR OTHERWISE RELATED TO THE API SERVICES; OR (D) ANY UNAVAILABILITY OF THE API SERVICES FOR USE OR ANY LOST, DAMAGED OR CORRUPTED DATA OR SOFTWARE. IN THE EVENT OF ANY LIABILITY INCURRED BY CDW, Microsoft, OR ANY OF THEIR RESPECTIVE AFFILIATES, THE ENTIRE LIABILITY OF CDW, Microsoft AND ANY OF THEIR RESPECTIVE AFFILIATES FOR DAMAGES FROM ANY CAUSE WHATSOEVER WILL NOT EXCEED THE LESSER OF: (A) THE DOLLAR AMOUNT PAID BY COMPANY FOR THE PRODUCT(S) GIVING RISE TO THE CLAIM OR THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM; OR (B) $10,000.00.

Confidential Information Each party anticipates that it may be necessary to provide access to information of a confidential nature of such party, the affiliates or a third party (hereinafter referred to as "Confidential Information") to the other party in the performance of this Agreement. "Confidential Information" means any information or data in oral, electronic or written form which the receiving party knows or has reason to know is proprietary or confidential and which is disclosed by a party in connection with this Agreement or which the receiving party may have access to in connection with this Agreement. Confidential Information will not include information which: (a) becomes known to the public through no act of the receiving party; (b) was known to the receiving party, or becomes known to the receiving party from a third party having the right to disclose it and having no obligation of confidentiality to the disclosing party with respect to the applicable information; or (c) is independently developed by agents, employees or subcontractors of the receiving party who have not had access to such information. To the extent practicable, Confidential Information should be clearly identified or labeled as such by the disclosing party at the time of disclosure or as promptly thereafter as possible, however, failure to so identify or label such Confidential Information will not be evidence that such information is not confidential or protectable.

Each party agrees to hold the other party's Confidential Information confidential for a period of three (3) years following the date of disclosure and to do so in a manner at least as protective as it holds its own Confidential Information of like kind but to use no less than a reasonable degree of care. Disclosures of the other party's Confidential Information will be restricted (i) to those individuals who are participating in the performance of the relationship between the parties and need to know such Confidential Information for purposes in connection with this Agreement, or (ii) to its business, legal and financial advisors, each on a confidential basis. Each party agrees not to use any Confidential Information of the other party for any purpose other than the business purposes contemplated by this Agreement. Upon the written request of a party, the other party will either return or certify the destruction of the Confidential Information of the other party.

If a receiving party is required by law, rule or regulation, or requested in any judicial or administrative proceeding or by any governmental or regulatory authority, to disclose Confidential Information of the other party, the receiving party will give the disclosing party prompt notice of such request so that the disclosing party may seek an appropriate protective order or similar protective measure and will use reasonable efforts to obtain confidential treatment of the Confidential Information so disclosed.

Termination and Survival

This Agreement shall remain in effect until terminated by either party. Either party may terminate this Agreement at any time upon written notice, which notice shall specify the effective date of termination. All notices shall be delivered in writing and either sent electronically, faxed or mailed to the other party. The termination of this Agreement shall not affect the enforceability of, or the respective obligations or rights of the parties arising in connection with, any communication under this Agreement prior to the effective date of termination.

Upon termination, all rights and obligations of the parties under this Agreement will automatically terminate except for any right of action occurring prior to termination, and obligations that expressly or by implication are intended to survive termination (including, but not limited to, limitation of liability, indemnity, confidentiality, and this survival provision).

Miscellaneous

CDW may assign all or any portion of its rights or obligations with respect to the performance of the API Services without Company's consent. Company may not assign these Terms and Conditions, or any of its rights or obligations herein without the prior written consent of CDW. Subject to the restrictions in assignment contained herein, these Terms and Conditions will be binding on and inure to the benefit of the parties hereto and their successors and assigns. This Agreement constitutes the complete agreement of the parties with respect to the subject matter hereof and supersedes all prior representations or agreements, whether oral or written. No provision of this Agreement will be deemed waived, amended or modified by either party unless such waiver, amendment or modification is in writing and signed by both parties. The relationship between CDW and Company is that of independent contractors and not that of employer/employee, partnership or joint venture. If any term or condition of this Agreement is found by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable, the same shall not affect the other terms or conditions hereof or thereof or the whole of this Agreement. Notices provided under this Agreement will be given in writing and deemed received upon the earlier of actual receipt or three (3) days after mailing if mailed postage prepaid by regular mail or airmail or one (1) day after such notice is sent by courier or facsimile transmission. Any delay or failure by either party to exercise any right or remedy will not constitute a waiver of that party to thereafter enforce such rights.