These Standard Terms and Conditions for Resale (“Terms”) govern the resale of third-party products and services to you and/or your company, collectively “Customer” (“you” “Customer”), by Consortium Networks, LLC, a limited liability company organized and existing under the laws of New Jersey, (“Reseller”) and your acceptance and agreement is effective, valid, and legally binding immediately upon acceptance of a quote and/or rendering of a purchase order (“Acceptance”) to Reseller, unless you have entered into a separate Customer Agreement with an effective date prior to your Acceptance. It is understood and agreed that Reseller is providing you with the quote and resale of products/services solely based upon your acceptance of and compliance with all the terms, definitions, and conditions of these Terms.

    1. DEFINITIONS
      1. “Confidential Information” means all non-public information provided to you by Reseller including without limitations: any business and financial information; technical information; marketing information; strategic information; vendor information; pricing and discount information; or employee, consultant, or other personnel information whether in oral, written or electronic form, or whether in photographic or machine readable form that is designated in writing to be confidential or that should be reasonably inferred to be confidential and/or proprietary by a reasonable person based on industry standards, prudent business judgment, the nature of the information being disclosed or the manner in which it is disclosed.  It is hereby stated for the avoidance of doubt that Confidential Information shall also include information that you know, or should know, is confidential or proprietary to Reseller, or that constitutes a trade secret (trade secrets shall be marked “Trade Secret”) of Reseller. 
      2. “Effective Date” means the date of Acceptance.
      3. “Products” means, collectively, the third-party products and/or services purchased by you from Reseller.
    2. ETHICAL CONSIDERATIONS
      1. You shall not engage in any activities that could be deemed illegal, criminal, unethical, corrupt, or fraudulent. In no event shall Confidential Information, Products, or other consideration received from Reseller be used to solicit, procure, perform, fund, sponsor, or otherwise support illegal, criminal, unethical, corrupt, or fraudulent activities.
    3. APPOINTMENT OF RESELLER
      1. Appointment.  Customer hereby accepts Reseller as a non-exclusive value-added reseller of third-party Products to Customer. 
    4. COMPENSATION
      1. Orders. All orders shall be placed by either acceptance of a quote as demonstrated by your authorized signature or by the rendering of a purchase order to Reseller. Orders may not be canceled or rescheduled once received by Reseller, except by prior written consent of Reseller. Each quote from Reseller may contain, in addition to these Terms, specific terms and conditions required by the third-party vendor and/or special terms or conditions specific to the Products (“Special Terms”). Such Special Terms shall be incorporated herein and shall supersede any inconsistent terms and conditions contained herein. 
      2. Fees.  Customer shall pay Reseller for the Products purchased from Reseller hereunder as specified in each applicable quote and/or purchase order and/or invoice. 
      3. Invoices. Customer shall remit payment to Reseller within thirty (30) calendar days following its receipt of an invoice from Reseller, in full and without offset or deduction unless otherwise agreed to in writing prior to the due date by Reseller. 
      4. Late Fees. Late fees may be assessed for all past due invoices at Reseller’s sole discretion.
      5. Third Party Obligations.  Upon payment of invoice by Customer, Reseller shall be solely responsible for all payments to the third-party product vendor or service provider identified in an invoice. 
      6. Delivery. Delivery of Products is the sole responsibility of the third-party Vendor and delivery dates are estimates only. Reseller is not liable for delays in delivery and the delayed delivery of any part of an order does not entitle Customer to cancel other deliveries.
      7. Shipping Costs. All costs of shipping physical Products shall be the assumed responsibility of the Customer. Customer understands and agrees that Reseller will endeavor to list all costs associated with shipment of physical Products on the original quote, but agrees that in the event that the third-party vendor fails to provide shipping costs until its invoice to Reseller, such costs shall be passed through to and promptly paid by Customer.
      8. Taxes. Should any sales, value added, use tax, and/or any other tax, except for taxes based upon Reseller’s income, (“Taxes”) be imposed on any part of the purchase of Products, said tax shall be Customer’s sole responsibility. Customer understands and agrees that Reseller will endeavor to list all Taxes on the original quote, but agrees that in the event that Taxes are calculated or demanded at a later date, such Taxes shall be separately invoiced and promptly paid by Customer.
    5. DISCLAIMERS AND LIMITATIONS OF LIABILITY
      1. EXCEPT FOR THE EXPRESS WARRANTIES CONTAINED IN THESE TERMS, RESELLER DOES NOT MAKE ANY WARRANTIES, EXPRESS, OR IMPLIED, ARISING OUT OF OR RELATING TO ITS PERFORMANCE OR NON-PERFORMANCE UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ALL SUCH OTHER WARRANTIES ARE HEREBY DISCLAIMED.
      2. RESELLER’S LIABILITY TO THE CUSTOMER FOR ANY DIRECT DAMAGES ARISING OUT OF OR RELATING TO ITS PERFORMANCE OR NON-PERFORMANCE UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID AND PAYABLE HEREUNDER DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE APPLICABLE CLAIM FOR DAMAGES [OR, FOR A CLAIM ARISING BEFORE THE FIRST ANNIVERSARY OF THE EFFECTIVE DATE, THE AVERAGE MONTHLY FEE PAYABLE BY CUSTOMER SINCE THE EFFECTIVE DATE MULTIPLIED BY SIX (6)].
      3. RESELLER SHALL NOT BE LIABLE TO CUSTOMER FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING UNDER OR IN CONNECTION WITH A BREACH OR ALLEGED BREACH OF THIS AGREEMENT, EVEN IF RESELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
    6. CONFIDENTIAL INFORMATION
      1. Reservation of Rights. All right, title, and interest in and to any of the Confidential Information is expressly reserved by Reseller. 
      2. Responsibility. Customer shall not disclose or disseminate the Confidential Information to any person or entity other than to permit the Customer to exercise its rights under this Agreement. Customer agrees that it shall be responsible for any breach of this Section 6, Confidential Information by its employees or contractors and that it shall use the same degree of care as it uses to protect its own confidential information of a similar nature (however in all cases the standard shall not be less than reasonable care) to prevent any unauthorized disclosure, use, copying, reproduction, sale, license or transfer of the Confidential Information. In the event of an inadvertent disclosure or use, Customer shall notify Reseller immediately in writing and shall endeavor to prevent any further unauthorized use or disclosure. Any inadvertent disclosure will not relieve the Customer from its obligations or rights under this Agreement.
      3. Exclusions.  The provisions of this Section 6 respecting Confidential Information shall not apply to the extent, but only to the extent, that such Confidential Information: (i) is not “nonpublic personal information” (as defined in the Gramm-Leach-Bliley Act); and (ii) (a) is already known to Customer free of any restriction at the time it is obtained from Reseller and reasonable written documentation exists to demonstrate such prior knowledge; (b) is subsequently learned from an independent third party free of any restriction and without breach of these Terms; (c) is or becomes publicly available through no wrongful act of Customer or any third party; (d) is independently developed by or for Customer without reference to or use of any Confidential Information and reasonable written documentation exists to demonstrate such development; or (e) is required to be disclosed pursuant to an applicable law or regulation, order from a court of competent jurisdiction, or the rules of any stock exchange provided, however, that Customer shall promptly notify Reseller of such required disclosure promptly upon learning thereof in order to afford Reseller a reasonable opportunity to contest, limit and/or assist Customer in crafting such disclosure.
      4. Confidential Information shall remain under the obligation of confidentiality for a period of not less than five (5) years from the Effective Date. Upon the expiration of such obligation, all copies of Confidential Information shall be returned to Reseller or destroyed (and if requested a written confirmation of destruction attesting to this shall be provided by Customer), such information shall be destroyed or otherwise disposed of as mutually agreed in writing and any and all use of such information by Customer shall immediately cease. 
      5. No Warranty or Liability.  ANY CONFIDENTIAL INFORMATION DISCLOSED BY RESELLER IS PROVIDED ON AN “AS IS” BASIS. NO REPRESENTATIONS OR WARRANTIES ARE MADE WITH RESPECT TO IT. IN NO EVENT SHALL RESELLER BE LIABLE FOR ANY RELIANCE ON THE CONFIDENTIAL INFORMATION FOR PURPOSES BEYOND THE SCOPE OF THESE TERMS OR FOR ANY MISUSE OF SUCH INFORMATION.
      6. Remedies. Customer acknowledges that if Customer fails to comply with any of its confidentiality obligations hereunder, Reseller may suffer immediate, irreparable harm for which monetary damages may not be adequate. Therefore, Customer agrees that, in the event Customer breaches or threatens to breach said provisions or covenants, Reseller shall have the right to seek, in any court of competent jurisdiction, an injunction to restrain said breach or threatened breach, without posting any bond or other security.
    7. TERM & SURVIVAL
      1. These Terms take effect upon Acceptance and shall remain in effect during the entirety of the Customer’s use or ownership of the Products.
      2. The provisions of Sections 3, 4, 6, 7 and 8, as well as any other provisions of these Terms necessary to interpret the respective rights and obligations of the parties hereunder, shall survive any termination of these terms. 
    8. MISCELLANEOUS PROVISIONS
      1. In making and performing under this Agreement, the parties are deemed to be acting as independent contractors of each other and neither shall be deemed an agent, legal representative, joint-venturer or partner of the other.  Neither party is authorized to bind the other to any obligation, affirmation, or commitment with respect to any other person or entity.
      2. Reseller may assign these Terms with prior written notice to Customer. Customer may not assign, delegate or transfer, by operation of law or otherwise, these Terms (in whole or in part), or any of its rights and obligations hereunder, without the prior written consent of Reseller, whose consent shall not be unreasonably withheld or delayed.  Subject to the foregoing, all of the terms, conditions and provisions of this Agreement shall be binding upon and shall inure to the benefit of each Party’s successors and permitted assignees.  Any assignment, delegation, or transfer in violation of this provision shall be void and without legal effect. 
      3. Except as expressly stated herein, nothing in this Agreement shall confer any rights upon any person other than the Parties hereto and their respective successors and permitted assigns.
      4. Customer shall not use the trademarks or logos of Reseller in any sales, marketing or promotional materials or presentations, except as expressly agreed for each instance in advance and in writing.
      5. These Terms, and all disputes between the parties concerning its subject matter, shall be governed by and interpreted in accordance with the laws of New Jersey, without giving effect to its principles governing conflicts of law.  Customer, by its Acceptance hereof, (i) hereby irrevocably submits to the nonexclusive jurisdiction of the state courts of New Jersey or the United States District Courts for the District of New Jersey for the purpose of any action between the parties arising in whole or in part under or in connection with this Agreement, and (ii) hereby waives to the extent not prohibited by applicable law, and agrees not to assert, by way of motion, as a defense or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any such action brought in one of the above-named courts should be dismissed on grounds of forum non conveniens, should be transferred or removed to any court other than one of the above-named courts, or should be stayed by reason of the pendency of some other proceeding in any other court other than one of the above-named courts, or that this Agreement or the subject matter hereof may not be enforced in or by such court.
      6. EXPRESS REJECTION OF ADDED TERMS.  These Terms are the full and final agreement between Customer and Reseller unless a Customer Agreement is in effect prior to the Effective Date. No additional terms may be added by Customer. No changes may be made to these Terms by Customer’s purchase order. All additional terms and conditions, except Special Terms are hereby expressly rejected.
      7. Any provision of these Terms that is determined to be invalid or unenforceable in any jurisdiction shall be ineffective to the extent of such invalidity or unenforceability in such jurisdiction, without rendering invalid or unenforceable the remaining provisions of these Terms or affecting the validity or enforceability of such provision in any other jurisdiction. If a court of competent jurisdiction declares any provision of these Terms to be invalid or unenforceable, the parties agree that the court making such determination shall have the power to reduce the scope, duration, or area of the provision, to delete specific words or phrases, or to replace the provision with a provision that is valid and enforceable and that comes closest to expressing the original intention of these Terms, and these Terms shall be enforceable as so modified.
      8. No term or provision of this Agreement will be considered waived by either party, and no breach consented to by either party, unless such waiver or consent is in writing and signed on behalf of the party against whom it is asserted. No consent to or waiver of a breach of these terms by either party, whether express or implied, will constitute a consent to, waiver of, or excuse for any other, different, or subsequent breach of this Agreement by such party.
      9. It is affirmed by Customer that it has hereby been informed that Reseller offers a negotiable Customer Agreement and that by Acceptance without negotiating such Customer Agreement, it has expressly agreed to these Terms. In the event that Customer wishes to negotiate a Customer Agreement, you shall contact your Account Manager and notify him/her of your decision.
      10. These Terms may be modified or changed at any time in Reseller’s sole discretion and the updated version will be available at https://consortium.net/standard_tc_resale
      11. Reseller, Customer and any of their respective subcontractors shall abide by the requirements of 41 CFR 60-300.5(a); 41 CFR 741.5(a); 41 CFR 60-1.4; and 29 CFR part 471, Appendix A to Subpart A, as applicable.  These regulations prohibit discrimination against qualified individuals based on protected veteran status and disability and require affirmative action to employ and advance in employment qualified individuals with disabilities.