ARISTA INDIRECT CHANNEL PARTNER AGREEMENT
To register as an Indirect Channel Partner with Arista Networks, your company
must accept the terms and conditions of this Indirect Channel Partner Agreement (the “Agreement”). By registering as a
Partner with Arista, you consent to be bound by this Agreement. If you do not or cannot agree to the terms and
conditions contained in this Agreement, then do not register as a Partner with Arista.
For USA and Americas International companies (Canada and Latin America):
This Agreement is entered into by and between
Arista Networks Inc., a Nevada corporation with its principle place of business at 5470 Great America Parkway, Santa Clara, CA 95054 (Arista) and the company you identified in the Partner Registration Application
For EMEA, Japan and Asia Pacific companies:
This Agreement is entered
into by and between Arista Networks Limited, a private limited company incorporated in Ireland with its registered
office at 70 Sir John Rogersons Quay, Dublin, Ireland (Arista) and the company you identified in the
Partner Registration Application (Partner).
"Added Value" is the non-Arista component or portion of the total
solution that Partner provides to End Users. Examples of Added Value are pre- and post-sales network design,
configuration, trouble-shooting, and support and the sale of complementary products and services that comprise a
significant portion of the total revenues received by Partner from an End User of Arista Products and Services. Partner
acknowledges that telesales, catalog sales, and sales over the Internet do not include Added Value if inbound
communications from the prospective End User purchaser were exclusively prompted by something other than a face-to-face
interaction between Partner's sales representative and such prospective End User. Notwithstanding the above, Partner
further expressly acknowledges that providing financing options or sales over auction websites on the Internet are not
considered Added Value.
"Arista TAC" means the Arista Technical Assistance Center.
"Arista Services" means any services performed by Arista for End Users, including without limitation,
Product maintenance and technical support.
"Distributor(s)" means an entity authorized by Arista to distribute and license Products and
Services to resellers in the Territory.
"Documentation" means operating manuals, user
instructions, technical literature and other written materials ordinarily provided by Arista with Product, whether
distributed in printed or electronic form.
"End User" is the final purchaser or licensee that
acquired Product and/or Services for its own internal Use and not for Resale, remarketing or further distribution.
"Hardware" means the physical components of Arista equipment delivered as part of the Products by
the Distributor that Partner has ordered from.
"Marks" means any of the trademarks, service marks or logos claimed by Arista, and any of the Arista
Certified Partner Marks for which the Partner qualifies.
"Non-Genuine Products" are any and all
products: (i) to which a Mark or other Arista Networks trademark or service mark has been affixed without Arista'
Network's consent; (ii) that have not been manufactured by Arista Networks, Inc. or by a licensed manufacturer of
Arista Networks in accordance with the applicable license; (iii) are produced with the intent to counterfeit or imitate
a genuine Arista Networks Product, or (iv) Products where any form of copyright notice, trademark, logo, confidentiality
notice, serial number or other product identifier have been removed, altered, or destroyed.
"Partner" means the company that is accepting this Agreement and registers with Arista to purchase Products
and/or Services from a Distributor for resale to an End User.
"Point of Sale Information" means information provided by Partner at the time of order placement to
Distributor containing information requested by Aristaand such Distributor, including but not limited to:
Partner's name and the identification number assigned to Partner by Arista; (b) End User's name and address; (c)
Ship-to name and address; (d) Serial numbers and Product code of Product shipped to each End User; and (e) Quantity of
the Product sold to each End User.
"Product(s)" means those Hardware products, Software and
related Documentation, which Arista makes available to a Distributor for Resale (in he case of Software, license grant
to use such Software) to Arista authorized Reseller Partners under the Arista Partner program and this Agreement.
"Resale" includes any of the following sales or dispositions of a Product or Service: (a) transfer
of title (or, for Software, a license conferring the right to use the Software, and, for Services, the entitlement to
receive such Services) to the End User of such Product or Service or (b) transfer of title (or, for Software, a license
conferring the right to use the Software, and, for Services, the entitlement to receive such Services) to a financial
intermediary such as a leasing company, even if such leasing company is affiliated with Reseller, where the Product or
Service is used by an unaffiliated End User. "Resale" as used herein does not include the purchase, license,
sublicense, distribution or use of a Product or Service for the provision, to a customer or the general public, of any
Network Services. The verb "Resell" means to engage in Resale.
"Reseller" is a Registered Partner that purchases and/or licenses Arista Products and Services from
a Distributor and Resells them directly to End Users.
"Services" means one or more of the Arista
branded services that Arista offers for sale on its price lists.
"Software" means the
machine-readable object code, whether incorporated in the Hardware or delivered separately, for which Arista grants
licenses for use. No "sale" of any Software is conveyed.
"Territory" means the geographic location assigned by Arista in an email notification to Partner
after completion of the Partner enrollment process.
"Unauthorized Arista Product" means any
genuine Arista Product or Arista Service that Reseller purchases or acquires from, either directly or indirectly, any
party other than Arista and/ or a Distributor or sells to any party other than an End User. Unauthorized Arista Products
do not include Non-Genuine Products.
"Websites" means any public or private network website
operated by or on behalf of Arista.
2. Reseller Terms and Conditions.
2.1 Authorization. During the terms of this Agreement, Arista hereby authorizes Reseller to purchase and/or
license Product and Services from a Distributor, and for resale to End Users located within the Territory. Partner may
not resell Product or Services to another reseller, agent, broker or other intermediary in the chain of distribution.
Unless otherwise authorized by Arista in writing, Partner will not purchase Products or Services from any source other
than Distributors. Partner may distribute the Products only with all warranties, disclaimers and license agreements
intact as shipped from Arista. Partner will take all steps reasonably requested by Arista or Distributor to inform End
Users of any applicable restrictions and limitations regarding the use of the Products. Partner will not make any
commitments, warranties or representations with respect to Arista, the Products or Services except as authorized in
advance in writing by Arista or derived from and consistent in all respects with materials provided to Partner by
Distributor or Arista.
2.2 Added Value Requirement. Each time a Reseller resells Arista Services or
Products to an End User, Reseller will include its Added Value. Reseller must be able to demonstrate Products to
prospective End Users at the End User's location and make Professional Services available for each Product Resold by
2.3 Public Sector Sales. Partner may not sell Product to the United States federal, state, or
local government or education sector either directly or indirectly through a contractor or subcontractor, unless Partner
has been approved by Arista as a Federal or Public Sector Reseller under terms of Arista's then-current Federal or
Public Sector Reseller Program and in accordance with any additional terms set by Arista. Arista reserves the right to
modify the terms of its Federal or Public Sector Reseller Program and related terms at any time.
Non-Genuine Products or Unauthorized Arista Products. Reseller acknowledges that purchase and Resale of Non-Genuine
Products or Unauthorized Arista Products, or for the Resale of Services associated with any such Non-Genuine Products or
Unauthorized Arista Products, are not within the scope of this Agreement and Reseller is not entitled to the rights
granted herein with respect to the resale of such Unauthorized Arista Products. Arista reserves the right to deny or
withhold any Arista Services on all Unauthorized Arista Products. Reseller further acknowledges that destroyed, stolen
or damaged Products are not entitled to Arista Services.
If Arista determines that Reseller has Resold
and/or redistributed Unauthorized Arista Products purchased from non-Distributors, then Arista may, at Arista's sole
discretion: (a) audit Reseller's purchase and Resale records of Arista Product and relevant records pursuant to
section 12.8 below and/or (b) invoice Reseller for all reasonable costs incurred by Arista in its performance of the
Audit and/or (c) suspend shipments to Reseller; and/or (d) terminate this Agreement pursuant to Section 11.3 below.
Partner shall not acquire, use, promote or Resell Non Genuine Products. Additionally, Partner shall notify
Arista promptly of the existence, or suspected existence, of Non-Genuine Products in possession of third parties.
Partner will not remove, alter, or destroy any form of copyright notice, trademark, logo, confidentiality notice, serial
number or other product identifier provided with any Product.
2.5 Renewal of Arista Services. At least
sixty (60) days prior to the expiration date of an Arista Service contract, Arista, or its authorized agents, may send
Arista Service contract renewal reminder notices to Reseller and/or the identified End User, and Reseller will either:
(i) initiate the Service contract renewal process with the End User and forward to Arista the completed service contract
renewal with a valid purchase order; or (ii) notify Arista in writing of Reseller' s intent to not renew the Arista
Services. If, upon the expiration date of the Arista Service contract, Reseller has not renewed the Arista Services,
Arista or its authorized agents may contact the End User to arrange for the renewal of such Arista Services with Arista
directly or via another Arista-authorized Reseller.
2.6 Unsupported Products. If Reseller elects not to
Resell Arista Services at the time of Product purchase or if Product becomes unsupported due for whatever reason at some
point subsequent to initial deployment, Reseller shall refer End User information, including but not limited to End User
name, address and phone number to Arista within ninety (90) days of Product becoming unsupported and authorizes Arista
to contact the End User for the express purpose of contracting directly for support services for the unsupported Product
identified by Reseller.
2.7 Demonstration and Evaluation Equipment. If Partner purchases demonstration and
internal evaluation units of the Products, Partner shall use these Products solely for demonstration, internal
evaluation and testing purposes. Partner shall not distribute, sell or sublicense to any third party any of these
demonstration or evaluation Products without the prior written consent of Arista.
3.1. Point of Sale Reports. Partner shall provide Point of Sale Information to Distributor at the time of
order placement to Distributor. If Partner is unable to provide Point of Sale Information at the time of purchase to
Distributor, Partner must notify its Distributor and Arista in writing and get written approval from such Distributor
and Arista on how Point of Sale Information will be provided. Partner shall comply with any other reporting requirements
and report submission procedures established by Arista or the applicable Distributor. Reseller acknowledges that
providing Arista with adequate End User information is critical in order for Arista to provide any applicable warranty
and/or support, and to verify End User's entitlement to same. Reseller's material failure to timely provide such
End User information may be grounds for Arista's termination of this Agreement prior to its expiration.
Additionally, Reseller must comply with any other point of sale reporting requirements published by Arista and/or
3.2 Agreements with a Distributor. This Agreement shall not constitute a sale, purchase or
distribution agreement with Arista. Any arrangements between the Reseller and a Distributor with respect to the resale
or distribution of Arista Products and/or Services will need to be defined in separate, specific agreements between
Reseller and each Distributor selected by Reseller. Therefore, such agreement/s will be considered executed only between
Reseller and each Distributor with which Reseller has entered into such agreements, except to the extent that such
agreements specifically identify Arista as a third party beneficiary of such agreements. Partner acknowledges and
accepts that each Distributor is an independent party who is not empowered to act on behalf of Arista or bind or
represent Arista in any manner.
3.3 Confidentiality. In the event that Partner receives from Arista
information that is marked as confidential, Partner shall protect that information using the same degree of care as it
uses to protect its own sensitive business information, but not less than a reasonable degree of care, and shall not
disclose such information to any third party without Arista's prior written consent. Partner shall only use such
information in connection with the promotion and Resale of Arista Products and Services. Upon the termination or
expiration of this Agreement, Partner will promptly return any confidential information provided by Arista to Partner.
No rights or licenses to Arista intellectual property or Confidential Information is granted under this Agreement,
whether express or implied. The obligations imposed on the Partner shall survive until such time as the Confidential
Information becomes publicly available and/or is made generally known through no action of the receiving party.
3.4 Arista Web Access. Partner shall have partner-level access to restricted information on the Arista web site,
provided Partner's use of such information is subject to the terms and conditions of Arista and the Confidentiality
obligations of this Agreement set forth in Section 3.3 above.
3.5 Publicity. Except as expressly provided in this Agreement, neither Arista nor Partner will issue press
releases or make other public announcements that identify Partner as an authorized or registered Partner without the
express written consent of the other party. In addition, Partner shall at no time (nor cause any third party to) take
any action, publish or otherwise communicate anything that is or may be detrimental to the business reputation of
4. Reseller's Distribution Rights.
4.1 Grant of Rights. During the term of
this Agreement, Arista grants to Reseller a limited, nonexclusive, revocable license to receive from a Distributor and
distribute to End Users located in the Territory all proprietary rights embodied in or contained in any Product. Any
distribution of Products containing Arista proprietary rights (including, without limitation, all Software) outside the
scope permitted by Section 4.1 of this Agreement is prohibited. Arista Products are subject to license terms that impose
additional restrictions on the use, copying, or distribution of Software.
4.2 Rights Reserved by Arista.
Except for the limited license provided to Reseller in the preceding Section 4.1, Arista reserves all right, title, and
interest in and to each proprietary right embedded in or contained in any Product. Reseller acknowledges that, except as
provided in Section 4.1 above, it shall not copy Software for the benefit of, or distribute, any Software to, any other
person or entity, including, without limitation, other Resellers or Partners.
4.3 License Restrictions and
Conditions. Reseller will not remove, alter, or destroy any form of copyright notice, trademark, logo, or
confidentiality notice provided with any Product. Reseller will not copy or redistribute any item of Software except as
specifically permitted in this Section 4. Reseller agrees that it will not redistribute Software (including Software
received as part of a Product) received from any source other than Arista or a Distributor. Reseller will not translate,
reverse compile or disassemble the Software, and will transfer to each End User to which Reseller resells Products all
end-user license terms and end-user documentation provided by Arista. Reseller agrees to the terms of the then current
Arista End User License, as reflected on Arista’s website, in the transfer of a sale to an end user, evaluation or demo
equipment owned by Arista, or demo equipment owned by the reseller.
4.4 Use of Marks. Arista grants to Partner, during the term of this Agreement, the right to use the Marks in the
Territory, solely to promote the Resale of Arista Products and Services to End Users, provided that such Resales are
pursuant to all the terms and conditions of this Agreement. Partner shall not affix any Arista trademarks or service
marks to any non-Arista products. Partner's usage of the Marks must conform to the Trademark Usage policy and
guidelines published on the Arista web site.
4.5 License to Information. Information made available from
Arista to Partner is copyrighted by Arista and is made available subject to the terms contained in this Agreement and
any additional terms as Arista may provide and notify Partner of through its Websites. Information provided by Arista
may be used only in connection with Partner's promotion and Resale of Arista Products and Services.
5.1 Partner Prices. The prices Partner pays for Arista Products and Services will be set
by the Distributor from which Partner purchases such Products and Services or from Arista. Subject to Arista's
ability to impose maximum resale price limitations, Partner is free to determine its resale prices unilaterally.
5.2 Special Pricing. Arista may provide Reseller's Distributor of choice with special pricing for such
Distributor to provide to Reseller. Such special pricing will be limited to Resales made to one or more specific End
Users. Any such agreement between Arista and Reseller's Distributor must be in writing, including email notification
from Arista, and must specify a fixed time period during which such special pricing shall be provided. If no time limit
is specified in the written agreement, the time period shall be ninety (90) days from the effective date of the written
agreement regarding special pricing. If Arista offers special pricing and Reseller submits a purchase order to the
Reseller' s Distributor based on such special pricing, Reseller accepts that Arista may condition such special
pricing on Reseller' s agreement to Resell the Products to specific End Users and at a price that shall not exceed
particular prices determined by Arista. No such condition will prohibit Reseller from selling at any price below the
prices established by Arista.
If Arista determines that Reseller has resold Arista Services or Products purchased with special pricing
provided pursuant to Section 5.2 to any person or entity other than the End User(s) identified by Arista, then Arista
may, at Arista's sole discretion: (a) invoice Reseller for the difference between such additional discount and
Reseller's then-current resale discount, and/or (b) audit Reseller' s purchases and relevant records pursuant to
Section 12.6, invoice Reseller for all reasonable costs incurred by Arista in its performance of the Audit and/or (c)
suspend Reseller' s access to price deviations and other Arista sales and marketing programs; and/or (d) suspend
shipments to reseller and/or (e) terminate this agreement as per Section 11.3 below.
6. Limited Warranty
and Warranty Disclaimer
6.1 Warranty. The only warranty Arista provides with respect to any Product is
the written limited warranty statement provided with that Product or outlined at
http://www.aristanetworks.com/en/Services. In the event that no warranty statement is provided with a Product, a 90-day
limited warranty shall apply. Arista's obligation under this 90-day limited warranty shall be limited to using
commercially reasonable efforts to repair or ship a replacement part within ten working days after receipt of an RMA
request. Arista reserves the right to refund the purchase price as its exclusive warranty remedy. If there is any
inconsistency between this Section 6.1 and the warranties and disclaimers shipped with the Products or outlined at
http://www.aristanetworks.com/en/Services, the latter shall prevail.
6.2 Disclaimer. EXCEPT FOR THE LIMITED WARRANTY STATEMENT SPECIFIED IN SECTION 6.1 ABOVE, ALL EXPRESS OR IMPLIED
CONDITIONS, REPRESENTATIONS OR WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OR CONDITION OF
MERCHANTIBILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE (EVEN IF KNOWN TO ARISTA), NONINFRINGEMENT, OR
ARISING FROM A COURSE OF DEALING, LAW, USAGE, OR TRADE PRACTICE ARE HEREBY EXCLUDED TO THE GREATEST EXTENT ALLOWED BY
APPLICABLE LAW. TO THE EXTENT AN IMPLIED WARRANTY CANNOT BE EXCLUDED, SUCH WARRANTY IS LIMITED TO THE 90-DAY PERIOD
PROVIDED IN THE LIMITED WARRANTY STATEMENT SPECIFIED IN SECTION 6.1 ABOVE. This disclaimer and exclusion shall apply
even if the express warranty set forth above fails of its essential purpose.
6.3 Indemnification by
Partner. PARTNER SHALL NOT MAKE ANY WARRANTY COMMITMENT BEYOND THE LIMITED WARRANTY REFERENCED IN SECTION 6.1 ON
ARISTA'S BEHALF. Partner agrees to indemnify Arista and hold Arista harmless from any kind of warranty made by
Partner beyond the limited warranty referenced in Section 6.1.
6.4 Limitations. No warranty will apply if
the Hardware or Software (i) has been altered in any way, including but not limited to the removal or alteration of the
original identification marks, except when such alterations are made by Arista; (ii) has not been installed, operated,
repaired, or maintained in accordance with the Documentation; (iii) has been serviced by parties not trained by or on
behalf of Arista; or (iv) has been subjected to unreasonable physical, thermal or electrical stress, misuse, negligence,
or accident. In addition, Arista has not authorized the use of its Hardware or Software Products in (A) the design,
construction, operation or maintenance of any nuclear facility, (B) navigating or operating aircraft; or (C) operating
life-support or life-critical medical equipment, and Arista disclaims any express or implied warranty of fitness for
such uses. Arista is not responsible for backing up programs and data to protect against loss or corruption. Arista
warranty obligations do not include installation support.
6.5 Websites. All Material provided on
AristaWebsites are provided "AS IS." Arista does not provide any warranty regarding the accuracy or
completeness of any information, links, or other materials included in its Web Sites or that its Websites are error free
or will operate without problems or interruptions. Partner acknowledges that Arista may modify any URL address or
terminate the availability of any information at any address without notice to Partner.
7. Limitation of
NOTWITHSTANDING ANYTHING ELSE HEREIN, ALL LIABILITY OF ARISTA AND ITS SUPPLIERS FOR CLAIMS ARISING UNDER THIS
AGREEMENT OR OTHERWISE SHALL BE LIMITED TO THE MONEY PAID BY PARTNER TO ITS DISTRIBUTOR FOR ARISTA PRODUCTS AND SERVICES
IN THE THREE (3) MONTHS PRECEDING THE EVENT OR CIRCUMSTANCES GIVING RISE TO SUCH LIABILITY. THIS LIMITATION OF LIABILITY
IS CUMULATIVE AND NOT PER-INCIDENT.
8. Waiver of Consequential Damages.
IN NO EVENT SHALL
ARISTA OR ITS SUPPLIERS BE LIABILE FOR ANY INCIDENTAL, SPECIAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES, LOST
REVENUE, LOST PROFITS, OR LOST OR DAMAGED DATA, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE,
EVEN IF ARISTA OR ITS SUPPLIERS HAVE BEEN INFORMED OF THE POSSIBILITY THEREOF. THESE LIMITATIONS SHALL APPLY UNDER ANY
THEORY OF LIABILITY, INLCUDING, WITHOUT LIMITATION, THOSE RESULTING FROM THE USE OF PRODUCT AND SERVICES PURCHASED, OR
THE FAILURE OF PRODUCTS OR SERVICES TO PERFORM, OR FOR ANY OTHER REASON, AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF
THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
9. Export Sales and Export Controls.
the express prior written consent of Arista, Partner will not distribute products outside of the Territory. Partner
acknowledges that the Products, Services, and technology or direct products thereof ("Products, Services and
Technology") it may purchase and Resell under this Agreement are subject to export controls under the laws and
regulations of the Territory and the United States (U.S.). Partner shall comply with such laws and regulations governing
use, export, re-export, and transfer of Arista Products, Services and Technology and will obtain all required U.S. and
local authorizations, permits, or licenses. Arista and Partner each agree to provide the other such information and
assistance as may reasonably be required by the other in connection with securing such authorizations and licenses, and
to take timely action to obtain all required support documentation. Partner agrees to maintain full, true, and accurate
records of exports, re-exports, and transfers of the Products, Services and Technology, purchased and deployed or
distributed, according to U.S. and local laws for at least five (5) years following the date of any such export,
re-export, or transfer. Partner's obligation under this clause shall survive the expiration or termination of this
10. Compliance with Laws, including the Foreign Corrupt Practices Act (FCPA).
with the Resale or distribution of Arista Products or Services, or otherwise in carrying out its obligations under this
Agreement, Partner represents and warrants the following:
a) Partner will comply with all country,
federal, state and local laws, ordinances, codes, regulations, rules, policies, licensing requirements, regulations and
procedures, including, without limitation, such laws and regulations related to recycling or take-back programs for pack
aging, Resale or u se of Products, the u se of Products under telecommunications laws/ regulations, or anti-bribery
laws, including the U.S. Foreign Corrupt Practices Act (collectively, the " Applicable Laws");
b) Partner shall not take any action or permit or authorize any action which may render Arista liable for a violation
of the U.S. Foreign Corrupt Practices Act(FCPA), and will not violate or cause Arista to violate, the FCPA in connection
with the sale, performance, support or distribution of Arista Products or Services;
c) Partner will not
use money or other consideration paid by Arista for any unlawful purposes, including any purposes violating the FCPA or
other applicable ant-bribery laws, such as direct or indirect payments, for the purpose of assisting Arista in obtaining
or retaining business, to any of the following:
a. Government officials (including any person holding an executive, legislative, judicial or administrative office,
whether elected or appointed, or of any public international organization, such as the United Nations or World Bank, or
any person acting in any official capacity for or on behalf of such government, public enterprise or state-owned
business); b. Political parties or party officials; c. Candidates for political office; or d. Any person, while knowing
that all or a portion of such money or thing of value will be offered, given or promised, directly or indirectly, to any
of the above-identified persons or organizations.
d) Upon request by Arista, Partner will require that
its own subcontractors, consultants, agents or representatives execute a written FCPA Compliance Statement containing
substantially similar representations as are contained in this section.
e) Partner's record keeping
obligations, set forth in the "Audit" provision herein, shall equally apply to Partner's representations
and warranties in this section, and Arista's audit rights, as set forth herein, apply to Partner's compliance
with the FCPA and other anti-corruption laws.
f) Notwithstanding any other provision in this Agreement,
Arista may terminate this Agreement immediately upon written notice if Partner breaches any of the representations and
warranties set forth in this section. Partner will indemnify and hold harmless Arista for any violation by Partner of
any Applicable Laws.
g) Arista strives to maintain the highest standards of business integrity. Any cause for concern regarding any
business practice should be reported to Arista at firstname.lastname@example.org
11. Term and
11.1 Term. This Agreement will expire one year from the Effective Date, unless extended by
written agreement of both parties or sooner terminated pursuant to this Agreement.
without Cause. Either party may terminate this Agreement without cause upon at least 30 days prior written notice to the
other party; provided, however, that Arista may terminate this Agreement immediately upon notice to Partner within the
first 30 days of the Effective Date.
11.3 Termination with Cause. Arista may terminate this Agreement
immediately for cause at any time upon Partner's material breach of the Agreement; if Partner terminates its
business operations; becomes insolvent; suffers the appointment of a receiver or makes an assignment for the benefit of
creditor; enters into voluntary or involuntary bankruptcy; there is a material change in ownership of Partner or a sale
or transfer of substantially all of Partner's assets; or if Arista discovers any misrepresentation or omission made
by Partner in connection with Partner's participation in the Partner program.
11.4 Effect of Termination. Upon the termination or expiration of this Agreement, Partner's rights to
purchase Arista Products and Services shall immediately terminate. Partner shall immediately cease to represent itself
as an Arista Partner, and cease its use any of the Marks.
(a) All authorizations and licenses granted by
Arista will terminate and all rights shall revert to Arista. Licenses granted in this Agreement will extend to all
Product and Services for which purchase orders have been accepted and for which Product and Services will be delivered
post-termination and for all Services which Partner is in process of performing, except where termination is for
(b) Partner may sell only Product in its inventory and any additional Product for which
purchase orders have been accepted on or before termination date.
(c) If Partner was providing Services
directly to End Users, Arista will provide such services to End Users in accordance with Arista standard support
policies or reassign Services to another authorized reseller in the region, provided that Partner pays Arista or the
other authorized reseller all Services fees paid by End User to Partner for the remainder of the Services term.
(d) The parties will immediately return to the other all of the other's materials, documentation, data and
Confidential Information, including all related materials that were derived there from.
(e) Neither party will be liable to the other party for any claims or damages of any kind arising out of
termination of this Agreement, including any incidental or consequential damages, including without limitation any
compensation, reimbursement for the loss of prospective profits, anticipated sales or goodwill. However, termination
will not extinguish any liability of either party arising before termination of this Agreement, including without
limitation for payments due. PARTNER WAIVES ANY RIGHT IT MAY HAVE TO RECEIVE ANY COMPENSATION OR REPARATIONS UPON
TERMINATION OF THIS AGREEMENT BY OPERATION OF LAW OR OTHERWISE FOR SUCH TERMINATION.
(f) The parties shall
cooperate to complete all outstanding obligations to End Users and to each other.
12.1 Choice of Law. The validity, interpretation, and enforcement of this Agreement shall be governed by the
domestic laws of the State of California, United States of America, as if performed wholly within the State and without
giving effect to principles of conflicts of laws, and the State and Federal courts of California shall have exclusive
jurisdiction over any claim arising hereunder, except as expressly provided below. Notwithstanding the foregoing, either
party may seek interim injunctive relief in any court of appropriate jurisdiction with respect to any alleged breach of
such party's proprietary rights. The parties specifically disclaim the application of the UN Convention on Contracts
for the International Sale of Goods to the interpretation or enforcement of this Agreement.
Assignment. Neither this Agreement, nor any rights under this Agreement, may be assigned by Partner without the express
prior written consent of Arista. Any attempted assignment in violation of the preceding sentence shall immediately
terminate the Agreement and be without legal effect.
12.3 Relationship of the Parties. Each party to this Agreement is an independent contractor. This Agreement does not
create any agency, partnership, joint venture, employment or franchise relationship. Furthermore, no labor relationship
between Arista and Partner employees is created hereby. Partner shall indemnify and hold Arista harmless of any claim or
judicial action whatsoever from any Partner employee. Neither party has the right or authority to, and shall not, assume
or create any obligation of any nature whatsoever on behalf of the other party or bind the other party in any respect
whatsoever. Notwithstanding the use of the term "Partner" in this Agreement, the parties do not intend to
create any legal relationship of partnership between them, and neither will assert to any third party or otherwise claim
that such a legal relationship exists between them.
12.4 Survival. Section 1, 3, and sections 6 through 12
shall survive the expiration or termination of this Agreement.
12.5 Notices. All notices under this
Agreement shall be provided by email (a) by Partner, to email@example.com, and (b) by Arista, to the
electronic mail address provided by Partner with its Partner Registration application. Notices shall be deemed received
one business day after being sent by e-mail.
12.6 Audit. Partner shall keep full, true, and accurate
records and accounts, in accordance with generally-accepted accounting principles, of each Arista Service and Product
purchased and Resold, including information regarding compliance with Arista marketing and sales programs, Software
usage and transfer, end user names and locations, and Arista Product exportation. Partner shall make these records
available for audit by Arista upon fifteen (15) days prior written notice, during regular business hours, at those
locations where Partner may maintain relevant records. Partner shall bear all costs incurred by Arista in the
performance of any audit that discloses any material breach of this Agreement. Partner additionally acknowledges that
from time to time Arista or its independent auditors may conduct additional specific audits with the purpose of
monitoring and ensuring compliance by Partner and its Authorized Source with Arista's policies and applicable laws.
Said audits may include, without limitation, investigations in order to prevent the acquisition, use, promotion or
Resale of Non-Genuine Products and/or Unauthorized Arista Products. When requested, Partner shall collaborate with
Arista's auditors and provide accurate and truthful information. In all cases, Partner agrees to bear, and/or
promptly repay to Arista, all costs, fees and expenses, incurred by Arista in the performance of any such audit and/or
investigation that discloses any material breach of this Agreement by Partner, including without limitation sub-sections
2.1, 5.2, 3, and 10. Partner acknowledges and accepts that, in addition to the above audit rights, Arista may directly
contact any End User at anytime in order to verify and/or inform End Users about Partner's compliance or
non-compliance with this Agreement, including but not limited Sections 2, 5, 3 and 10, and Arista's policies.
12.7 Enforceability. Partner agrees that the electronic mail address it has provided corresponds to a person
that has the capacity and authority to execute this Agreement and any amendments on behalf of Partner. Partner and
Arista each waive any defense to the validity or enforceability of this Agreement arising from the electronic submission
and electronic acceptance of this Agreement by Partner. If Partner requires a physical document evidencing the
Agreement, Partner may print the accepted Agreement.
12.8 URLs. Partner hereby confirms that it has the
ability to access, and has read and agreed to the information made available by Arista on its Websites referred to
anywhere throughput this Agreement. Partner acknowledges that Arista may modify any URL address or the availability of
any information at any address without notice.
12.9 Entitlement. Partner acknowledges that Arista has the
right to verify an End User's entitlement to receipt of Services, and that End User is entitled to receive support
services only on Product for which Arista has been paid the applicable license and support fees.
Force Majeure. Except for Partner's payment obligations, neither party will be responsible for any failure to
perform due to causes beyond its reasonable control.
12.11 Severability. If any part of this Agreement is
found to be unenforceable, the remainder shall continue in full force and effect and the unenforceable provision shall
be reformed so as to give maximum legal effect to the intentions of the parties as expressed herein.
12.12 Waiver. The failure of any party to enforce any of the terms and conditions of the Agreement shall not
constitute a waiver of that party's right thereafter to enforce each and every term and condition of this
12.13 Other Remedies. All Arista remedies specified in this Agreement shall be in addition to,
and shall in no way limit, any other rights and remedies that might be available to Arista all of which Arista hereby
12.14 Governing Language. The parties agree that this Agreement is written and
accepted in English. Any translation of this Agreement from its English version is provided for convenience only.
12.15 Click-to-accept English Version of Agreement Governs. The click-to accept, English language version of
this Agreement, which appears during the Arista Partner registration process and must be accepted by Partner in order to
complete the registration process, supersedes all prior agreements, commitments or representations between the parties,
whether oral or written, as well as any downloaded or translated version of the Agreement, whether or not such
downloaded or translated version is signed by either party.
By clicking Accept, you are binding your company to this agreement.