End-User License Agreement

This End-User License Agreement (the "Agreement") sets forth the terms applicable to the use of the Staples- Partners Portal (the "Portal"). The license granted hereunder is conditioned upon your acceptance of the terms set forth herein. By using the Portal, you agree to be bound by the following terms.

  1. DEFINITIONS

    "Authorized End User" means an individual who is authorized by Supplier to the access the Portal.

    "Data" means any and all information made available or accessible on or through the Portal.

    "Staples" or "Licensor" means Staples, Inc. and its affiliates and subsidiaries.

    "Supplier" or "Licensee" means an entity participating in Staples’ Vendor Partnership Program and seeking to use the Portal.

  2. AUTHORIZATION

    You represent that you are an Authorized End User.

  3. GRANT OF LICENSE

    Staples hereby grants Supplier a limited, revocable, non-transferable license to use the Portal and the Data solely for Supplier’s legitimate business purposes related to the Vendor Partnership Program and solely in accordance with the terms contained herein.

  4. TERMS OF USE
    1. Staples will provide Supplier with a username for each individual Authorized End User. A separate username is needed for each individual Authorized End User. The sharing of usernames and/or passwords is strictly and expressly prohibited.

    2. A valid corporate email is needed to establish a username. No personal email addresses will be allowed.

    3. Supplier must notify Staples immediately if an Authorized End User leaves the Supplier’s employ or is no longer authorized by Supplier to have access to the Portal.

    4. This license is granted solely to Supplier for its internal business use in connection with the Staples’ Vendor Partnership Program. Supplier shall not disclose the Data to any third parties.

  5. CONFIDENTIALITY

    Supplier acknowledges that the Data constitutes Staples’ confidential information and is subject to any confidentiality terms contained in the VPA (as defined below). Under no circumstances may the Data be disclosed to third parties without Staples’ prior written consent.

  6. OWNERSHIP OF DATA

    Supplier acknowledges and agrees that all right, title, and interest in and to the Data and any derivative works is exclusively owned by Staples, including, without limitation, Data that is downloaded by Supplier.

  7. SECURITY

    Supplier is responsible for the security of the Data and agrees to maintain reasonable security protections to safeguard the Data and prevent the unauthorized use or disclosure of the same.

  8. DISCLAIMER OF WARRANTIES

    The Data is provided "as-is" and Staples makes no representations or warranties regarding its accuracy. STAPLES EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR PARTICULAR PURPOSE.

  9. INDEMNIFICATION

    Supplier shall defend, indemnify and hold harmless at its own expense Staples and its affiliates, and their respective directors, officers, employees and agents, from and against any and all third party claims relating to (i) Supplier’s (including its employees and anyone acting on its behalf) alleged or actual acts or omissions or breach in connection with this Agreement; or (ii) any alleged or actual unauthorized use, disclosure, or loss of the Data. Staples shall provide prompt written notice of any claim. Supplier shall control the defense of any claim with counsel of its choosing (provided that any settlement by Supplier must be approved by the Staples), and Staples shall reasonably cooperate at Supplier’s expense.

  10. INCORPORATION BY REFERENCE

    The Global Vendor Program Agreement currently in effect between Supplier and Staples (or the equivalent agreement by which Staples purchases products for resale from Supplier, as the case may be) (the "VPA") is hereby incorporated by reference into this Agreement. If there is a conflict between the terms of the VPA and this Agreement, then, with respect to the subject matter hereof, this Agreement shall govern.