Sandisk Authorized Channel Partner Program Terms and Conditions

Sandisk Technologies, Inc. (“SDT,” “we,” “us”) may offer eligible resellers the opportunity to participate in various Sandisk Authorized Channel Partner Programs (each a “Program”) as described on the SDT website at www.sandisk.com (the “Site”) or otherwise provided by SDT, subject to the following terms and conditions (the “Terms”) that govern participation, membership, and benefits of each Program, use of the Site, and SDT’s relationship with members of the Program and users of the Site.

Eligible resellers that are accepted by SDT into a Program are each defined herein as a ”Member” and, collectively, ”Members”. For each Program, unless otherwise communicated by SDT, “Products” are as defined on each Program page on the Site (each a “Program Page”). Each Program does not include any other Products, unless otherwise modified in writing by SDT. SDT may add or remove Products from a Program, at its sole discretion. In the event of a conflict between these Terms and the applicable Program Details, the Program Details will control solely with respect to that Program, except to the extent prohibited by applicable law.

By clicking the box next to “Yes, I have read and accept the Sandisk Authorized Channel Partner Program Terms and Conditions”, participating in the Program, or using the Site you agree, warrant and represent that you are an authorized representative of the reseller seeking membership with authority to bind your organization, you certify that your organization meets the criteria set forth below, participation in the Program is consistent with your organization’s internal policies, and that you have read and agree to the Terms on behalf of your organization.

Eligibility Criteria and Conditions

To qualify and continue to be eligible for a Program, in addition to any criteria on a Program Page and any further rules, policies, or procedures SDT may, in its discretion, adopt, publish, provide, or communicate (“Program Details”), Member must comply with the eligibility criteria applicable to the relevant Program. Where applicable, a Program may include any or all of the following:

1. Member may need to: (i) demonstrate the capability to use, install, integrate, and/or configure applicable Products; OR (ii) otherwise demonstrate sufficient technical, sales, or commercial capability to support the sale and promotion of such products.
2. Member may need to meet minimum performance thresholds, which may be based on purchase volume, revenue, or sales of specified product categories or SKUs over a defined period (e.g., quarterly, semi-annual, or annual), as determined by SDT and communicated in the applicable Program Details.
3. Member may be required to achieve a minimum number of Program points or equivalent performance metrics during each measurement period. SDT may assign point values or other weighting criteria to specific products, product categories, or sales activities, as determined by SDT in its discretion and set forth in the Program Details.
4. Member may be required to: (i) maintain one or more physical retail locations through which Products are sold; and/or (ii) hold authorization to sell established, recognized consumer electronics brands compatible with Products (e.g., cameras), as determined by SDT in its discretion and set forth in the Program Details.
5. Programs may feature multiple membership categories and levels. Membership qualifying criteria generally differ for each category and level. Membership level eligibility shall be determined at the sole discretion of SDT and set forth in the Program Details.
6. Member may need to provide quality post-sale support for all end-users that purchase the Products from Member.

Where applicable, purchase capacities and point totals will be calculated by SDT using sales reports and the stated capacity of sold products. Only Products purchased in new condition from SDT-authorized distributors (see https://www.sandisk.com/company/distributors) will count toward eligibility. Initial and ongoing compliance with eligibility criteria will be determined by SDT in its sole discretion. SDT reserves the right to change these terms and other Program Details, determine a Member’s membership status, terminate a Member, and determine whether a Member is entitled to receive rewards. Meeting the eligibility criteria does not entitle any reseller seeking membership to admission; SDT may accept or reject any such reseller, and confer or deny membership, in its sole discretion, where permitted by law.

Benefits and Incentives

1. Members may be eligible to receive a Program benefits, which may include a Program certificate, Program badge, sales support, regular product updates, marketing opportunities, training, and other benefits SDT may determine in its sole discretion. All benefits are subject to applicable and regional eligibility criteria, availability, compliance with these Terms and the applicable Program Details, and may be modified, suspended, or discontinued upon reasonable notice, except where immediate changes are required for legal, compliance, operational, or business reasons.
2. Member is granted a limited, revocable, non-sublicensable right to use the branded materials and files provided or made available by SDT (e.g., certificate or badge) solely for the purpose of promoting and selling the Products and subject to these Terms and any guidelines provided in the Program Details, as may be updated from time to time without notice.
3. SDT may offer and confer various pricing, testing, training, certification, support integration, marketing content, and market development funds (“MDF”) funds to Members as part of their membership or in exchange for certain activities. Such benefits and any conditions to earn them will be identified in writing or Program Details, are governed by the Terms, are subject to change, and are conferred at SDT’s sole discretion.
4. Rewards provided by the Program, if any, are intended to inure solely for the benefit of the Member reseller organization enrolled. Individuals enrolling in the Program on behalf of Member must ensure that all appropriate Member owners and/or representatives are notified of Member’s participation in, and receipt of any benefits from, the Program. Program participation is prohibited in any circumstance where such participation has not been authorized by and disclosed to an authorized Member owner and/or representative.

Use of Site

1. Member’s use of the site is subject to both this section and the Sandisk Terms of Use, incorporated herein by reference.
2. Members may be provided with the ability to use usernames, passwords, or other codes or devices to gain access to restricted portions (“Access Codes”) of the Site. The content contained in such restricted areas is confidential to SDT and is provided to the Member for its use only. Member agrees to (i) protect SDT’s information identified as confidential or that reasonably should be considered confidential (“Confidential Information”); (ii) use Confidential Information only to fulfill its obligations under the Terms; and (iii) promptly return Confidential Information to SDT upon written request by SDT or termination of the Program or membership, whichever occurs first. Member’s confidentiality obligations for Confidential Information shall survive five (5) years from the date of Member’s termination from the Program. SDT reserves the right to prohibit the use of such Access Codes by the Member or on its behalf by third parties, where SDT determines that such use interferes with the Site’s operation or results in commercial benefits for other entities to SDT’s detriment.
3. EXCEPT AS SPECIFICALLY PROVIDED OTHERWISE IN THE TERMS, THE PROGRAM DETAILS, REWARDS, SITE, AND MATERIALS, INFORMATION AND SERVICES AT THIS SITE ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS OTHERWISE STATED HEREIN, SDT DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF ANY THIRD-PARTY RIGHTS. SOME JURISDICTIONS MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU, THE MEMBER. YOU, THE MEMBER AND USER ARE RESPONSIBLE FOR CHECKING LOCAL LAWS FOR ANY RESTRICTIONS OR LIMITATIONS REGARDING THESE LIMITATIONS OR EXCLUSIONS. SDT does not warrant or make any representation regarding the quality, validity, accuracy, or completeness of the Program, the Program Details, the Materials or any services, or that a Member’s use of the Site will be uninterrupted or error-free, or that the Site is free from any viruses or other harmful mechanisms.

General Terms

1. Member must strictly adhere to SDT Trademark and Logo Usage Guidelines (https://www.sandisk.com/legal/trademarks), which are incorporated herein by reference.
2. Member agrees to comply with all applicable laws and regulations in connection with each Program.
3. Member acknowledges that Sandisk products, software, and technology are subject to export and import controls under the laws and regulations of the United States, the European Union and other countries, and Member will comply strictly with all such export control and import laws and regulations. Without limiting the generality of this Section, Member certifies that it will conduct appropriate screening and it will not: (i) export, re-export, transfer or divert any Sandisk Products, software or technology to any person, entity (e.g. Specially Designated Nationals, Denied Persons) or destination that is restricted or embargoed under any such export control laws and regulations; or (ii) export, re-export, transfer, or divert any Sandisk products, software or technology for activities, directly or indirectly, related to the proliferation of nuclear, chemical or biological weapons or missiles, or in any other military application, except as authorized under all applicable export control laws and regulations. Member further agrees that Sandisk products, software, and technology may include encryption functionality and are therefore subject to additional export and import restrictions and that Member is responsible for complying with any and all restrictions and regulatory requirements.
4. Member and its subsidiaries, directors, officers, employees, and other persons acting on its behalf shall at all times comply with the U.S. Foreign Corrupt Practices Act, as amended, the U.K. Bribery Act, and all applicable anti-corruption laws in the jurisdictions in which they operate (collectively, the “Anti-Corruption Laws”), and: (A) in connection with these Terms & Conditions or any transaction involving Sandisk, Member and its subsidiaries, directors, officers, employees, and other persons acting on its behalf shall not take any action, directly or indirectly, that may result in a violation of the Anti-Corruption Laws by Member or Sandisk, including, without limitation, making, offering, authorizing, or promising any payment, contribution, gift, business courtesy, bribe, rebate, kickback, or giving of any other thing of value, regardless of form or amount, to any (i) foreign or domestic government official or employee, (ii) employee of a foreign or domestic government-owned or government-controlled entity, (iii) foreign or domestic political party, political official, or candidate for political office, or (iv) any officer or employee of a public international organization, to receive favorable treatment in obtaining or retaining business, to pay for favorable treatment already secured, or to obtain a competitive advantage for any party; (B) in connection with any aspect of these Terms & Conditions or any transaction involving Sandisk, Member and its subsidiaries, directors, officers, employees, and other persons acting on its behalf shall not make, offer, authorize, or promise any payment, contribution, gift, business courtesy, bribe, rebate, kickback, or giving of any other thing of value, regardless of form or amount, to anyone to obtain or retain business or a business advantage; (C) if Member learns or has reason to know that conduct in violation of this Section has or may have occurred, then it shall immediately notify Sandisk of such conduct; (D) at Sandisk’s request, Member shall certify in writing that conduct in violation of this Section has not occurred; (E) Member agrees to maintain accurate accounting of all expenses incurred in connection with Sandisk business; (F) Member represents that in the ten (10) years preceding the acceptance of these Terms & Conditions, neither Member nor any of its subsidiaries has received notice from, made a voluntary disclosure to, or been assessed any fine or penalty by, the U.S. Department of Justice, the U.S. Securities and Exchange Commission, the U.K. Serious Fraud Office, or any other governmental entity regarding alleged, possible, or actual violations of the Anti-Corruption Laws; and (G) Sandisk or a third party of its choosing has the right to access, review, and audit the books, records, and accounts of the Member and any of its affiliates and subsidiaries, to the extent that they are relevant to these Terms & Conditions or any other transaction involving Sandisk in order to monitor and ensure Member's compliance with this Section. Such access, audit and review shall be reasonable as to scope, place, date, and time.
5. SDT may conduct regular reviews to confirm Member’s compliance with the Eligibility Criteria, the Terms, or Program Details. Member agrees to cooperate and provide SDT with documents, records and any other material or information reasonably necessary to monitor compliance. SDT may, at its sole discretion, terminate Member from the Program immediately for non-compliance with the Terms.
6. SDT reserves the right to amend the qualification and eligibility criteria for Members of the Program at any time, at its sole discretion. SDT has the right to cancel a Program at any time with seven (7) days’ notice to Members. Member’s participation in the Program may be terminated at any time by SDT, at SDT’s sole discretion.
7. Any licenses or benefits granted to Member under the Terms or Program Details (including use of a certificate or badge) are conditioned on Member’s compliance with these Terms and shall be immediately and automatically revoked upon termination or expiration of Member’s participation from a Program. Upon such termination or expiration, Member shall cease all use of the Materials immediately and shall remove, take down, or destroy all Materials in its possession or control within ten (10) days. At any time, SDT may require Member, upon notice and in SDT's sole discretion, to cease use of and remove or destroy all Materials within ten (10) days of such notice.
8. SDT’s failure to enforce any right or provision of the Terms does not constitute a waiver of that right or provision. SDT may revise the Terms at any time by posting the revised Terms (as applicable) on the Site. A Member’s continued use of the Site and/or participation in the Program after the posting of any changes to the Terms constitutes such Member’s acceptance of those changes. To view the most current version of the Terms at any time, click on the “Terms & Conditions” link available on a Program Page.
9. Member shall use reasonable efforts in the performance of its duties under the Terms to safeguard the property rights and proprietary interests of SDT, including, but not limited to, any intellectual property rights of SDT. Member shall not obscure, remove, tamper or alter in any fashion the serial number, product identifier, or security feature on any SDT product or its packaging. Additionally, Member shall only source SDT products directly from SDT or SDT-authorized distributors and shall maintain accurate and complete records of such sourcing upon request. Member agrees only to sell legitimate SDT products and will not sell or encourage others to sell counterfeit SDT products.
10. Member shall promptly notify SDT upon becoming aware of any suspected counterfeit, infringing, diverted, or unauthorized SDT products in the market and shall reasonably cooperate with SDT in any investigation, enforcement, or corrective actions.
11. Member shall ensure that any third parties to whom it resells SDT products comply with obligations no less restrictive than those set forth herein.
12. Failure to comply with this Section shall constitute a material breach of the Terms and may result in immediate termination of Member from the Program and revocation of any certificates, badges or recognition issued by SDT.
13. Where applicable, Member shall comply with all applicable data protection and privacy laws in connection with its marketing and sale of the Products. Member is solely responsible for its collection and use of personal data and shall ensure that any marketing communications comply with applicable consent requirements. Member shall not represent that it is acting on behalf of SDT when collecting or processing personal data.
14. LIMITATION OF LIABILITY. SDT's liability to Member or anyone claiming through or on behalf of Member with respect to any claim or loss arising out of or in connection with the Terms or Program or alleged to have resulted from an act or omission of SDT shall for no purpose exceed the purchase price of the product with respect to which such liability is claimed. SDT SHALL HAVE NO LIABILITY FOR INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES OR ANY FINANCIAL LOSS, INCLUDING BUT NOT LIMITED TO LOST PROFITS OR EXPENSES, ARISING OUT OF OR IN CONNECTION WITH THE PURCHASE, DELIVERY, USE OR PERFORMANCE OF THE PRODUCTS OR THE PERFORMANCE OR NONPERFORMANCE BY SDT OF THE TERMS SET FORTH HEREIN UNDER ANY THEORY OF LIABILITY, WHETHER BASED ON CONTRACT, TORT OR OTHERWISE, EVEN IF SDT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. The foregoing limitations on liability shall not apply to intentional breaches of contract, willful misconduct, fraud, death or personal injury resulting from a party’s negligence or, in the case of SDT, liabilities towards third parties under mandatory and applicable consumer protection statutes.
    
    SOME JURISDICTIONS MAY NOT ALLOW SUCH EXCLUSIONS OR LIMITATIONS OF LIABILITY FOR DAMAGES AS PROVIDED IN THE TERMS. IN SUCH JURISDICTIONS, LIABILITY IS LIMITED TO THE FULL EXTENT PERMITTED BY LAW. THIS SECTION WILL SURVIVE TERMINATION OR EXPIRATION OF A MEMBER’S PARTICIPATION IN A PROGRAM OR OF THE PROGRAM ITSELF.
15. Member is responsible for all applicable taxes (federal, state, local, and/or foreign) levied upon rewards or benefits provided to Member as part of the Program.
16. Nothing in the Terms creates any agency, joint venture, partnership or other form of joint enterprise, employment or fiduciary relationship between the parties. Member is an independent contractor. Neither SDT or Member has any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other party or to bind the other party to any contract, agreement or undertaking with any third party. Member may not claim to be a SDT employee or otherwise misrepresent its limited role in promoting and selling SDT’s products, however, Member may accurately and honestly describe its status as a Member. Member shall indemnify SDT for any liability resulting from its breach under the Terms, including any misrepresentations or attempt to bind SDT without SDT’s written approval.
17. These Terms and each Program shall be governed, construed, and interpreted in accordance with the laws of the State of California without giving effect to its conflicts of law provisions. You hereby submit to the exclusive jurisdiction of the state and federal courts located in Santa Clara County, California, for the resolution of any and all disputes arising from or relating to these Terms or any Program.