ZEBRA ‘SELL-THROUGH’ TERMS AND CONDITIONS INCLUDING BREAK/FIX AND PROFESSIONAL SERVICES TERMSFor purposes hereof the following terms will have the meaning assigned thereto herein:
“Break/Fix Services” means services that:
i. Are performed or delivered on a device that has failed or been damaged to restore it to the defined specifications, either at a Zebra authorized repair center or at the End User location.
ii. Provide preventive maintenance on a device before component or other failure, and/or
iii. Provide full access to technical support resources and the right to use and copy entitled software releases, if any, for the products covered by a service agreement or warranty. Examples include, without limitation: Service from the Start, Service Center Bronze, Advance Exchange, Software Support, Flat Rate Repair and Time & Material (as described in the applicable SDDs).
“Indirect Model” shall mean when you procure the Sell Through Services from Authorized Distributor(s) for further resale to End Users, only on the Zebra Services Contract terms.
“Zebra Services Contract” means:
a.Those Zebra’s terms and conditions provided herein under the title Break/Fix Services, and when Other Services are purchased the terms and conditions provided herein under the title Professional Services Terms; and
b. Zebra’s standard service description documents (“SDDs”) which define the scope of the Sell Through Services and the Subcontracted Services. Zebra may at its option amend the terms posted on the Site and the SDDs at any time without notice.
“Other Services” means any Services other than Break/Fix Services.
“Sell Through Services”shall mean the provision of Services by Zebra (or its outsourced resources) to End Users.
“Subcontracted Services” shall mean when you are subcontracting Zebra to perform the Services while maintaining the sole point of contact with the End Users.
4. Sell Through Services
4.1 The Master Terms and Conditions and the Reseller Community Addendum establish the terms under which you may procure Services from an Authorized Distributor for further resale to End Users.
4.2 (a) You agree that you will procure and offer the Sell Through Services only on the basis of the Indirect Model.
(b) You acknowledge and agree that:
(i)the Zebra Services Contract shall be the operative contract between you and End Users for the procurement and the supply (as applicable) of the Sell Through Services;
(ii) any agreement(s) it enters into with End User(s) for the provision of Sell Through Services will be on the basis of the Zebra Services Contract and Zebra will be an intended third party beneficiary to such agreement(s); and
(iii)in any order acknowledgment issued by you to indicate its acceptance of an End User’s purchase order for Sell Through Services, you will state: “All purchases of these services are subject to Zebra terms and conditions posted at https://www.zebra.com/us/en/partners/partnerempower-partners/partnerempower-terms-and-conditions.html, or attached.”
(c) In the event you do not comply with the terms of sub section 2.2.2(b) above, and a claim is asserted or brought by an End User against Zebra which arises out of or is in any way connected to:
(i) End User’s assertion that the Zebra Services Contract does not regulate the supply of the Sell Through Services from Zebra to End User; or
(ii) End User’s exertion of its contractual rights against Zebra where End User has not entered into the Zebra Services Contract with you and instead is relying upon different contractual terms (the “Services Claim”), you agree to defend Zebra in the Services Claim (at Zebra’s request) and to indemnify and hold Zebra harmless from and against: any costs, settlement, service credits or similar losses due and/or payable as a result of the Services Claim; and/or any judgment awarding damages or other remedy against Zebra in the Services Claim.
5.Subcontracted Services. You agree that in the event Zebra provides Subcontracted Services the terms of the Zebra Services Contract will apply.