Terms of Use

Samsung Partner Portal Terms of Use

The person or entity accessing this website (the “Site”) shall be referred to as “You” and any possessive reference herein to You shall be referred to as “Your” or “Yours”.  Accessing this Samsung Partner Portal means that You and Your Employer (defined below) agree to these terms, and that You have the authority to bind Your Employer to such terms.

1.        Terms of Use

1.1        The terms set forth below (the “Terms”) issued by Samsung Electronics America, Inc. (“Samsung”) govern Your use of the Site and constitute a legally binding agreement between Samsung and You and Your employer, who is the company or legal entity whose information You have provided as being Your employer and who is also bound by these Terms (“Employer”).  Samsung, You and Employer are described herein individually as a “Party” and collectively as the “Parties”. You shall not use this Site for any purpose other than the purpose as permitted by Samsung pursuant to these Terms and in the course of performing Your duty for Employer. You must discontinue using the Site in the event that You are no longer employed by Employer, or Your use of this Site becomes unnecessary due to change of Your role or for any other reason. Your Employer shall be held liable for the breach of the Terms by You or any of its employees.

 1.2        Employer shall designate and authorize at least one of its employees as an administrator (“Admin”) who will represent and manage Employer’s account in the Ascend Partner Program (the “Program”) and the Site.  The Admin shall have access to additional information, including but not limited to sales and/or incentive data of Employer and shall monitor and participate in various incentive opportunities and have administrative obligations to manage activities of employees who use the Site on behalf of Employer (“User”). The Admin shall have all of the same obligations of other Users, in addition to those obligations of an Admin. If Employer should change the Admin at any time, Employer shall be obligated to promptly notify Samsung of such change in writing and provide Samsung with all necessary information about the new Admin. Each User must inform the Admin of any and all changes to User’s account details and the Admin shall use his/her best efforts to monitor whether Users are at all times complying with their obligations as set forth in these Terms and to keep all User data up to date and current.

1.3        By continuing to use the Site, You agree that:

(a)        You have the necessary authority to bind Employer to these Terms; and

(b)        You acknowledge and accept these Terms on behalf of You and Your Employer.

1.4        If You do not agree with any part of the Terms, You must not access or otherwise use the Site or any information contained on the Site.

1.5        Samsung reserves the right to change the Terms at any time at its sole discretion. You can review the most current version of the Terms by clicking on the Site's "Terms & Conditions" link. If You continue to use this Site after changes are made to the Terms, You are signifying and confirming Your and Employer’s acceptance of the new terms.  If You and/or Employer do not agree to the new terms, You and Employer must immediately discontinue using the Site. You and Employer are responsible for checking these Terms periodically for any changes. Samsung is under no obligation to contact You or Employer or otherwise advise You of any changes to the Terms.

1.6        Through Your use of the Samsung Partner Portal, You will be able to participate in the Program.  The terms and conditions associated with the Program, including but not limited to the requirements for Your participation in the Program and the benefits of Your participation in the Program, are subject to change at any time in Samsung’s sole discretion.  

2.        Registration

2.1        Admin and Employer should register on this Site for Employer to be eligible to sign up for the Program. Employer must be registered to the Program for You to be eligible to use this Site.

 

2.2        During registration, You will be required to provide Your contact information and Your Employer’s contact and business information, including total annual revenue, as well as, an email address to be used as a Site user ID and password. Samsung reserves the right to reject or remove any user ID in its sole discretion.

(a)        Certain areas of the Site are password restricted to authorized users (“Restricted Areas”). If You are an authorized user of the Restricted Areas, You acknowledge and agree that You are entirely responsible for the confidentiality of Your password and account information, and agree to notify Samsung immediately if Your password is lost, stolen, disclosed to an unauthorized third party, or otherwise may have been compromised.

(b)        You agree that You and Employer are entirely responsible for any and all activities which occur under Your account. You and Employer agree to immediately notify Samsung of any unauthorized use of Your and/or Employer’s account or any other breach of security in relation thereof known to You.

2.3         You confirm that the information You have provided in the Site is truthful, accurate and up to date.

 

2.4         You agree to receive information on the Program and Site by various means including but not limited to emails or phone calls. Samsung may also contact You and/or Employer to provide various marketing information including but not limited to Samsung promotions, offers, and news related to the Program. You may choose to opt out from the marketing communications by selecting the opt out option within such emails or by submitting a request to the contact person specified by Samsung at. By registering with the Program, You and Employer acknowledge and agree that Samsung may use Your and Employer’s information and that any and all information may be used by Samsung and transferred between Samsung servers and/or to any third party agencies for such marketing activities. The preceding sentence shall take precedence should any subscription conflicts occur.

3.         Privacy Policy

3.1        Your use of this Site signifies Your and Employer’s continuing consent to the Samsung Privacy

Policy, which is available any time on the "Privacy" link on the Site or at https://www.samsung.com/us/account/privacy-policy/.

3.2         Personal information that You provide to Samsung, and any information about Your use of the

Site that Samsung obtains will be subject to Privacy Policy on this Site.

4.         Use of Samsung Materials

4.1        All information, documents, products and services, trademarks, logos, graphics, drivers, technical manuals and images (“Samsung Materials”) provided on the Site are copyrighted or trademarked and are the property of Samsung and/or its related corporate entities. Any unauthorized use of any material contained on the Site may violate relevant laws and regulations including without limitation copyright, trademark, patent, trade secret, other intellectual property rights, privacy rights, any legal or moral rights of any third party, or communications laws. Any unauthorized use of the Materials contained on the Site may violate Samsung’s or a third party’s intellectual property rights, and may result in damages to Samsung or such other third party, including but not limited to irreparable harm for which Samsung or a third party may seek damages at law and including, but not limited to equitable relief.

4.2         This Site and its contents are for Your and Employer’s own non-commercial use only. No other use of the information is permitted. Any copy of Samsung Materials made by You or Employer make shall contain all notices including but not limited to copyrights which were in the original Samsung Materials. Unless noted otherwise, nothing set forth herein shall be construed to grant You and/or Employer any license, rights, title or interest rights in or to any trademark or copyrights of Samsung or any third party.

 

4.3         Unless authorized in writing by Samsung, You and Employer agree not to:

(a)         reproduce, re-distribute, sell, publish, reprint, broadcast, circulate or otherwise disclose the

Samsung Materials to any person or entity, including any other person in Employer.

(b)         post content from the Site to third party websites; or

(c)         modify, edit, alter or enhance any of the Samsung Materials without any prior written approval from Samsung, which approval Samsung may grant or withhold/deny in its sole discretion, without liability hereunder.

4.4        The limited license granted hereunder automatically terminates, without notice to You and/or to Employer, if You and/or Employer breach any of these Terms, or upon termination of these Terms by Samsung pursuant to Section 14. Upon termination of these Terms You and/or Employer agree to immediately return or destroy any printed or downloaded Samsung Materials and immediately cease use of the Site.

4.5         You and Employer agree not to "frame" or "mirror" any parts of the Site or third-party content contained on the Site on any other server or internet based device without the express prior written consent of Samsung or its licensors, respectively which consent such part may grant or deny/withhold in its sole discretion, without liability hereunder. The Site may be linked to other sites on the internet which are not under the control of or maintained by Samsung. Such links do not constitute an endorsement by Samsung. You and Employer acknowledge that Samsung is providing these links to You only as a convenience. You and Employer hereby acknowledge and agree that Samsung shall not be responsible or liable for the content of such sites, in any way whatsoever.

4.6         Samsung respects the intellectual property rights of others. If You believe that any of Samsung Materials available on this Site infringes Your copyrights or any third party intellectual property rights, including any trade secret or obligation of confidentiality, please provide us with written notice of possible infringement with relevant evidences to PRMAdmin@sea.samsung.com.

5.         Disclaimers

5.1         You and Employer acknowledge that the Site may include inaccuracies or typographical errors which may affect the quality of the Samsung Materials and third-party content. Therefore, You and Employer acknowledge and agree that Samsung makes no representation or warranty, express or implied, as to the accuracy or completeness of any Samsung Materials provided on the Site unless otherwise specified in writing by Samsung.

5.2         The Site (including access to the Site) and the Samsung Materials are provided by Samsung on an "as is" basis. Samsung expressly disclaims any and all warranties of any kind, whether express or implied with respect to or in relation to the Site and the Samsung Material, including without limitation, any implied or statutory warranties of merchantability, fitness for a particular use or purpose, title, access availability and non-infringement of intellectual property rights.

5.3         You and Employer acknowledge that to the extent otherwise stated by Samsung, any third- party content on the Site has not been verified or authenticated in whole or in part by Samsung and that Samsung does not warrant the accuracy, completeness or timeliness of the Samsung Materials or the third-party content.

6.         Submissions and Your Materials

6.1         Samsung is pleased to hear from its users and welcomes Your comments regarding the Site, and may from time to time request certain feedback or material from You.

6.2         Your Materials

(a)         From time to time You may upload or provide any content, feedback, text, data (including submissions and other material or information) to or via the Site (“Your Materials”). By submitting, uploading or providing Your Materials to Samsung via the Site, You and Employer represent and warrant that:

(i)         You own all rights in Your Materials and Your Materials are accurate and up to date, and You and/or Your Employer have obtained all necessary rights and complied with all necessary procedures (including without limitation in relation to intellectual property rights and any authorizations, consents or notifications required under any applicable privacy laws) in order to:

(A)         upload Your Materials to the Site or otherwise provide Your Materials to

Samsung via the Site;

(B)         grant Samsung the license to use Your Materials under Section 6.2(b); and

 

(ii)         the use of Your Materials by Samsung, its related corporate entities, including but not limited to, its parent, subsidiaries and affiliates, and their respective officers, directors, employees and personnel will not violate or infringe the copyright, trademark, patent, trade secret, or other intellectual property rights, privacy rights, or any other legal or moral rights of any third party. If You and/or Employer learn any of Your Materials possibly infringe any third party rights, You shall notify Samsung immediately;

 

(iii)         You have paid and will pay in full all license fees, clearance fees, and other financial obligations, of any kind whatsoever, arising out of or from any use or commercial exploitation of Your Materials;

(iv)         You agree to waive any “moral rights” that You may have in Your Material; and

 

(v)         Your Materials do not contain any viruses, Trojan horses, worms, time bombs, system disabling devices, time out device, spyware, adware, or other potentially damaging programs of files.

(b)         By uploading Your Materials to the Site, You and Employer grant to Samsung, its related corporate entities and their respective personnel an irrevocable, non-exclusive, worldwide, royalty free, fully-paid, transferable, perpetual, sub-licensable license to use, distribute, modify, adapt, reproduce, communicate, translate, perform, and display Your Materials, in whole or in part, in any format to the extent required by Samsung and/or its related bodies corporate in connection with their business.

(c)         You and Employer agree that Samsung is not liable for content that is provided by others.

Samsung has no obligation to screen content that is supplied or posted by its users, but Samsung has the sole and absolute right to refuse to post or to edit submitted content. Samsung, at its sole discretion, reserves the right to remove any content for any reason at any time without prior notice.

7.         Confidential Information

7.1         Confidentiality

(a)         All information pertaining to these Terms issued with reference hereto shall be kept confidential by You and Employer in perpetuity, or in the event the rule against perpetuities is deemed to apply, for a period of three (3) years. Additionally, You and Employer agree to maintain in trust and protect the confidentiality of all of Samsung’s business, financial, contractual, marketing and/or technical information, in whatever form embodied, including but not limited to physical products or prototypes, which comes into Your and/or Employer’s possession or is observed by You during the course of using this Site pursuant to these Terms, which is of a confidential or proprietary nature or which You and/or Employer have reason to believe should be treated as such, or any information which by its nature should be deemed or is acknowledged by law to be confidential information ("Confidential Information"). The Confidential Information shall also include without limitation, information relating to Samsung’s product plans, designs, costs, prices and names, finances, business opportunities, development, know-how, financial data, processes, trade secrets, policies and procedures, business plans, marketing plans or analyses, pricing, customer data and surveys, all information furnished by Samsung pursuant to these Terms, the existence and the terms and conditions of these Terms, and all deliverables, information, documents and materials developed in connection with the performance of Your and/or Employer’s obligations pursuant to these Terms, which shall include without limitation any copyrightable and/or patentable works in whatever form such information is embodied (including, but not limited to, oral, visual, written or machine readable form).

(b)         You and Employer shall:

(i)        protect, safeguard and maintain the confidentiality of the Confidential Information; not disclose, or allow to be disclosed, the Confidential Information to any other party except as, and to the extent, necessary for furtherance of these Terms and the purposes hereunder in the manner prescribed in these Terms;

(ii)         not use, disclose, reproduce or dispose of the Confidential Information for any purpose other than to perform Your and/or Employer’s obligations pursuant to these Terms for Samsung, holding and maintaining the Confidential Information in the strictest of confidence and trust for the sole and exclusive benefit of Samsung;

(iii)         use the Samsung’s Confidential Information only for the purpose of fulfilling Your and/or Employer’s obligations as contemplated under these Terms;

(iv)         not disclose to any parties except Employer’s employees and contractors who need to know it for the purposes set forth in these Terms; provided that (1) such employees, subsidiaries, affiliates, and contractors may only use the Confidential Information to the same extent as You and/or Employer; and (2) You and Employer warrant that these companies and people will abide and be bound by the Terms, and You and Employer shall remain liable for any breach of Samsung’s confidentiality by any such employees or those of any such subsidiary, affiliate, parent, and/or contractor;

(v)         take all necessary precautions to restrict access to the Confidential Information, in each instance using at least the same degree of care as Employer accord to Employer’s own confidential information, but in no case less than the degree of care otherwise prescribed herein; and

(vi)         return all Confidential Information to Samsung upon expiry or termination of these Terms.

(c)         You and Employer acknowledge and agree that unauthorized disclosure, use or misappropriation of the Confidential Information in violation of these Terms would cause Samsung irreparable harm for which there may be no adequate remedy at law. Accordingly, and notwithstanding anything to the contrary, You and Employer agree that Samsung shall be entitled to obtain injunctive relief and specific performance, in addition, and without prejudice, to such other remedies which may be available to it at law or in equity, including termination of these Terms, as it deems appropriate.

 

(d)         Furthermore, You and Employer agree to indemnify Samsung against any and all losses, damages, claims and expenses, including without limitation reasonable attorneys’ and witness’ fees, incurred or suffered by Samsung as a result of Your and/or Employer’s or any such Employer subsidiary, affiliate, parent, and/or contractor; disclosure of, or failure to protect and maintain the confidentiality of the Confidential Information.

(e)         You and Employer covenant and warrant that You and Employer shall not disclose to Samsung any confidential information or trade secrets of any third party and shall not convey any information in violation of any confidentiality agreement with such party. Samsung shall be free to use all information disclosed by You and/or Employer without liability of any kind. You and Employer shall be liable for any failure of such persons to whom You and/or Employer provide access to any Confidential Information to abide by the provisions of these Terms as if such failure was the act or omission of You and/or Employer.

(f)         You and Employer further covenant that You and/or Employer shall (1) advise each of the persons to whom You and/or Employer provide access to any Confidential Information that such persons are strictly prohibited from making any use, benefit, publication, disclosure, or permitting others to use for their benefit or to the detriment of Samsung, any of the Confidential Information; and (2) require each such person to execute appropriate agreements, including but not limited to confidentiality and non-disclosure agreements to ensure that Your and/or Employer’s obligations to Samsung hereunder will be satisfied.

(g)         If You and/or Employer are required by law to disclose Confidential Information in response to a valid order by a court or governmental body, to the extent permissible under such court order, You and/or Employer shall provide prompt prior written notice thereof to Samsung and assist Samsung in seeking measures to maintain the confidentiality of the Confidential Information, including assisting in obtaining an order protecting the Confidential Information from public disclosure or such other measures as Samsung determines is prudent and/or necessary to maintain the confidentiality of, or minimize disclosure of, such Confidential Information.

(h)         Your and Employer’s confidentiality obligation shall continue in full force and effect subsequent to the expiration and/or termination of these Terms and shall survive the early termination, cancellation, repudiation or rescission of the Terms and any work order or other similar agreements issued hereunder.

7.2         Exceptions

The obligation of confidentiality and restriction against disclosure shall not apply to Confidential Information which You and/or Employer can show by written records:

 

(a)         was in the public domain at the time of disclosure thereof to Employer;

(b)         entered the public domain through no act or omission of Employer; and

(c)         was known to Employer free of any obligation of confidentiality at the time of disclosure.

8.         Indemnification

You and Employer agree to indemnify, defend, and hold harmless Samsung and Samsung Electronics Co. Ltd., Samsung’s subsidiaries and affiliates (“Samsung Indemnified Parties”) from and against any and all claims, liabilities, damages, losses, penalties, costs, expenses, or fees (including reasonable attorneys' fees) that such Samsung Indemnified Parties may incur as a result of, in connection with or arising from Your and/or Employer’s (or anyone using Your account) violation of these Terms. Samsung reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by You and Employer and, in such case, You and Employer agree to cooperate with Samsung's defense of such claim. Notwithstanding the foregoing, this clause shall survive the expiration or termination of the Terms regardless of the reason therefor.

9.         Choice of Law

Your access to this Site is governed by the laws of the State of New York excluding conflict of laws provisions which may direct the application of another jurisdiction’s laws. All information provided on the Site is subject to U.S. export control laws and/or other export laws, regulations and rules.

10.         Binding Arbitration

Except in instances set forth in Section 7 (i) (c), all disputes, controversies or claims arising out of or in connection with these Terms (including its existence, validity or termination) shall be finally resolved by arbitration to be held in New York City, borough of Manhattan, and conducted in the English language under the Rules of Arbitration of the International Chamber of Commerce; provided, however, that each Party may enforce its or its affiliates’ intellectual property rights in any court of competent jurisdiction, including but not limited to equitable relief. The arbitral award shall be final and binding on the Parties. Except to the extent entry of judgment and any subsequent enforcement may require disclosure, all matters relating to the arbitration, including the award, shall be held in confidence.

11.         Severability and Integration

These Terms and any supplemental terms, policies, rules and guidelines posted on this Site constitute the entire agreement between You, Employer and Samsung and supersede all previous written or oral agreements. If any part of the Terms is held invalid or unenforceable, that provision shall be enforced to the maximum extent possible in accordance with applicable law to reflect the original intentions of the Parties, and the remaining portions shall remain in full force and effect.

12.         Cookies

A cookie is a small piece of data that a website sends to Your browser when You visit. A cookie within the Site is used to track and redirect You to the local page of the Site You have last visited, and to improve Your user experience within the Site by showing the user ID You entered during the last log-in. Samsung does not share this information with any third party nor use this information to collect data about each user.

13.         Limitation of liability

To the extent permitted by law, Samsung excludes all liability (whether under statute, in contract, tort or otherwise), arising out of or in connection with any losses sustained by You and/or Employer in connection with these Terms (including without limitation, Your and/or Employer’s use of the Site). Such excluded losses include without limitation, punitive, exemplary, special, indirect, incidental and consequential loss (including loss of profits, loss of savings, loss of revenue, loss of goodwill, loss of opportunity or any other loss that does not arise naturally from the relevant breach or acts or omissions) in connection with the performance of Your and/or Employer’s obligations under these Terms (whether under statute, in contract or in tort, including for negligence, or otherwise).

14.         Termination

14.1         Samsung may terminate these Terms and Your and/or Employer’s right to access the Site at its sole and exclusive discretion by providing written notice to You and/or Employer at any time.

14.2         If You or Employer breach these Terms, Samsung reserves the right to immediately terminate these Terms and Your and/or Employer ’s access to the Site at its sole and exclusive discretion, in which case Samsung will notify You and/or Employer of such termination as soon as practicable.

15.         Trademarks

The trademarks, logos and service marks displayed on this Site (“Marks”) are the property of Samsung Electronics Co., Ltd., Samsung or other third parties. Except as otherwise provided herein, You and Employer shall not use these Marks without the prior written consent of Samsung or such third party that owns the Marks.

16.         General

16.1         You and Employer agree that Samsung or third parties may make improvements and/or changes in the Samsung Materials and the Site at any time without notice.

16.2         Any failure or delay of Samsung in enforcing any part of these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Samsung in writing. Your and/or Employer’s use of the Site may be subject to any additional disclaimers and caveats that may appear throughout the Site.

16.3         Each Party is acting in the capacity of independent contractor. These Terms do not constitute any partnership, trust, agency, joint venture or employment relationship between the Parties. Neither Party has the authority to act, contract nor to incur any obligation or responsibility on behalf of the other Party except as provided in these Terms.

16.4         Each company within the Samsung corporate group is an independent legal entity. No company within the Samsung corporate group is legally liable for another unless the company specifically agrees in writing to assume such liabilities. You and Employer hereby express acknowledge and agree that this Site does not establish any relationship between any of the Samsung corporate group companies, other than Samsung Electronics America, Inc.

16.5         Notwithstanding anything to the contrary in the Terms, Sections 4, 5, 6, 7, 8, 9, 10, 11, 13 and 15 shall survive any termination of Your use of the Site.