Terms and Conditions > Terms and Conditions of SOW Services Only

Terms and Conditions of SOW Services

No Products/Third Party Services

PLEASE READ THESE TERMS AND CONDITIONS VERY CAREFULLY.

THE TERMS AND CONDITIONS OF SERVICE PROJECTS ARE LIMITED TO THOSE CONTAINED HEREIN. ANY ADDITIONAL OR DIFFERENT DELIVERED BY YOU ("CUSTOMER") ARE HEREBY DEEMED TO BE MATERIAL ALTERATIONS AND NOTICE OF OBJECTION TO THEM AND REJECTION OF THEM IS HEREBY GIVEN.

BY ENGAGING THE CDW AFFILIATE IDENTIFED ON THE INVOICE, STATEMENT OF WORK OR OTHER CDW DOCUMENTATION ("SELLER") TO PERFORM OR PROCURE ANY SERVICES, CUSTOMER AGREES TO BE BOUND BY AND ACCEPTS THESE TERMS AND CONDITIONS UNLESS CUSTOMER AND SELLER HAVE SIGNED A SEPARATE AGREEMENT, IN WHICH CASE THE SEPARATE AGREEMENT WILL GOVERN.

ANY GENERAL DESCRIPTION OF THE TYPES OF SERVICES AND RESULTS THEREOF POSTED ON ANY SELLER WEBSITE OR MOBILE APPLICATION DO NOT CONSTITUTE PART OF THE AGREEMENT BETWEEN SELLER AND CUSTOMER.

Important Information About These Terms and Conditions

These Terms and Conditions constitute a binding contract between Customer and Seller and are referred to herein as either "Terms and Conditions" or this "Agreement".  Customer accepts these Terms and Conditions, which are firm as of the SOW Effective Date, through the Term of the applicable SOW, by making engaging Seller to perform or procure any Services (as this and all capitalized terms are defined herein).

Customer consents to receiving electronic records, which may be provided via a Web browser or e-mail application connected to the Internet; individual consumers may withdraw consent to receiving electronic records or have the record provided in non-electronic form by contacting Seller. In addition, Internet connectivity requires access services from an Internet access provider. Contact your local access provider for details.  Electronic signatures (or copies of signatures sent via electronic means) are the equivalent of written and signed documents.

Any purchase order from Customer is for administrative purposes only. Additional or different terms and conditions contained in any such purchase order will be null and void. No course of prior dealings between the parties and no usage of trade will be relevant to determine the meaning of these Terms and Conditions or any purchase order or invoice, or any document in electronic or written form that is signed and delivered by each of the parties for the performance of Services other than Third Party Services (each, a “Statement of Work”).  This Agreement contains the entire understanding of the parties with respect to the matters contained herein and supersedes and replaces in its entirety any and all prior communications and contemporaneous agreements and understandings, whether oral, written, electronic or implied, if any, between the parties with respect to the subject matter hereof.

Governing Law

THESE TERMS AND CONDITIONS, ANY STATEMENTS OF WORK, THE SERVICES HEREUNDER WILL BE GOVERNED BY THE LAWS OF THE STATE OF ILLINOIS, WITHOUT REGARD TO CONFLICTS OF LAWS RULES. Except in the case of nonpayment, neither party may institute any action in any form arising out of these Terms and Conditions more than one (1) year after the cause of action has arisen. The rights and remedies provided Seller under these Terms and Conditions are cumulative, are in addition to, and do not limit or prejudice any other right or remedy available at law or in equity.

Services

Customers may order services (collectively, "Services") from or through Seller from time to time.  

Where Services are ordered in a Statement of Work, each Statement of Work hereby incorporates these Terms and Conditions and constitutes a separate agreement with respect to the Services performed.  Seller, or any of its Affiliates on behalf of Seller, may execute a Statement of Work.  In the event of an addition to or a conflict between any term or condition of the Statement of Work and these Terms and Conditions, these Terms and Conditions will control, except as expressly amended in the applicable Statement of Work by specific reference to this Agreement. Each such amendment will be applicable only with respect to such Statement of Work and not to future Statements of Work.  Changes to the scope of the Services described in a Statement of Work will be made only in a writing executed by authorized representatives of both parties. Seller will have no obligation to commence work in connection with any such change, unless and until the change is agreed upon in that writing executed by both parties. All such changes to the scope of the Services will be governed by these Terms and Conditions and the applicable Statement of Work. Each Statement of Work may be signed in separate counterparts each of which shall be deemed an original and all of which together will be deemed to be one original. 

Cooperation

In addition to any specific Customer duties set forth in any applicable Statement of Work, Customer agrees to cooperate with Seller in connection with performance of the Services by providing: (i) timely responses to Seller's inquiries and requests for approvals and authorizations, (ii) access to any information or materials reasonably requested by Seller which are necessary or useful as determined by Seller in connection with providing the Services, including, but not limited to, physical and computer access to Customer's computer systems, and (iii) all Required Consents necessary for Seller to provide the Services. "Required Consents" means consents or approvals required to give Seller, its Affiliates, and its and their subcontractors the right or license to access, use and modify all data and third party products. Customer acknowledges and agrees that the Services are dependent upon the completeness and accuracy of information provided by Customer and the knowledge and cooperation of the agents, employees or subcontractors engaged or appointed by Customer who are selected by Customer to work with Seller.

Seller will follow all reasonable Customer security rules and procedures, as communicated in writing by Customer to Seller from time to time.

Access

Seller may perform the Services at Customer's place of business, at Seller's own facilities or such other locations as Seller and Customer deem appropriate. When the Services are performed at Customer's premises, Seller will attempt to perform such Services within Customer's normal business hours unless otherwise jointly agreed to by the parties. Customer will also provide Seller access to Customer's staff and any other Customer resources (and when the Services are provided at another location designated by Customer, the staff and resources at such location) that Seller determines are useful or necessary for Seller to provide the Services. Customer will provide in writing and in advance of the executed SOW, , all applicable Customer safety and security rules and procedures. Customer is responsible for security at any location Seller is performing Services on behalf of Customer; When the Services are provided on Customer's premises or at another location designated by Customer, Customer agrees to maintain adequate insurance coverage to protect Seller and Customer's premises and to indemnify and hold Seller and its Affiliates, and its and their agents and employees harmless from any loss, cost, damage or expense (including, but not limited to, attorneys' fees and expenses) arising out of any product liability, death, personal injury or property damage or destruction occurring at such location in connection with the performance of the Services, other than solely as a result of Seller's gross negligence or willful misconduct. Customer is responsible for providing all access that is reasonably necessary to assist and accommodate Seller’s performance of the Services.

Payment

Terms of payment are within Seller's sole discretion. In connection with Services being performed pursuant to a Statement of Work. Invoices are due and payable net 30 days from the date of invoice, subject to continuing credit approval by Seller. Seller, or any of its Affiliates on behalf of Seller may issue an invoice to Customer. Seller may invoice Customer for all of the Services described in a Statement of Work or any portion thereof. Customer agrees to pay interest on all past-due sums at the lower of one and one-half percent (1.5%) per month or the highest rate allowed by law. Customer will pay for, and will indemnify and hold Seller and its Affiliates harmless from, any applicable sales, use, transaction, excise or similar taxes and any federal, state or local fees or charges (including, but not limited to, environmental or similar fees), imposed on, in respect of or otherwise associated with any Statement of Work, or the Services. Customer must claim any exemption from such taxes, fees or charges at the time of purchase and provide Seller with the necessary supporting documentation. In the event of a payment default, Customer will be responsible for all of Seller’s costs of collection, including, but not limited to, court costs, filing fees and attorneys’ fees. In addition, if payments are not received as described above, Seller reserves the right to suspend Services until payment is received. Except as otherwise specified on an applicable Statement of Work, Customer will reimburse Seller for all reasonable out-of-pocket expenses incurred by Seller in connection with the performance of the Services, including, but not limited to, travel and living expenses.

Export Sales

If this transaction involves an export of items (including, but not limited to, commodities, software or technology) subject to the Export Administration Regulations, such items were exported from the United States by Seller in accordance with the Export Administration Regulations. Customer agrees that it will not divert, use, export or re-export such items contrary to United States law. Customer expressly acknowledges and agrees that it will not export, re-export, or provide such items to any entity or person within any country that is subject to United States economic sanctions imposing comprehensive embargoes without obtaining prior authorization from the United States Government. The list of such countries subject to United States economic sanctions or embargoes may change from time to time but currently includes Cuba, Iran, Sudan, and Syria. Customer also expressly acknowledges and agrees that it will not export, re-export, or provide such items to entities and persons that are ineligible under United States law to receive such items, including but not limited to, any person or entity on the United States Treasury Department’s list of Specially Designated Nationals or on the United States Commerce Department’s Denied Persons List, Entity List, or Unverified List. In addition, manufacturers' warranties for exported Products may vary or may be null and void for Products exported outside the United States.

Warranties

Seller warrants that the Services will be performed in a good and workmanlike manner. Customer's sole and exclusive remedy and Seller's entire liability with respect to this warranty will be, at the sole option of Seller, to either (a) use its reasonable commercial efforts to reperform or cause to be reperformed any Services not in substantial compliance with this warranty or (b) refund amounts paid by Customer related to the portion of the Services not in substantial compliance; provided, in each case, Customer notifies Seller in writing within five (5) business days after performance of the applicable Services. EXCEPT AS SET FORTH HEREIN OR IN ANY STATEMENT OF WORK THAT EXPRESSLY AMENDS SELLER'S WARRANTY, AND SUBJECT TO APPLICABLE LAW, SELLER MAKES NO OTHER, AND EXPRESSLY DISCLAIMS ALL OTHER, REPRESENTATIONS, WARRANTIES, CONDITIONS OR COVENANTS, EITHER EXPRESS OR IMPLIED (INCLUDING WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, DURABILITY, TITLE, ACCURACY OR NON-INFRINGEMENT) ARISING OUT OF OR RELATED TO THE PERFORMANCE OR NON-PERFORMANCE OF THE SERVICES, ANY WARRANTY WITH RESPECT TO THE PERFORMANCE OF ANY HARDWARE OR SOFTWARE USED IN PERFORMING SERVICES AND ANY WARRANTY CONCERNING THE RESULTS TO BE OBTAINED FROM THE SERVICES. THIS DISCLAIMER AND EXCLUSION SHALL APPLY EVEN IF THE EXPRESS WARRANTY AND LIMITED REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE. CUSTOMER ACKNOWLEDGES THAT NO REPRESENTATIVE OF SELLER OR OF ITS AFFILIATES IS AUTHORIZED TO MAKE ANY REPRESENTATION OR WARRANTY ON BEHALF OF SELLER OR ANY OF ITS AFFILIATES THAT IS NOT IN THIS AGREEMENT OR IN A STATEMENT OF WORK EXPRESSLY AMENDING SELLER'S WARRANTY.

Customer shall be solely responsible for daily back-up and other protection of its data and software against loss, damage or corruption. Customer shall be solely responsible for reconstructing data (including but not limited to data located on disk files and memories) and software that may be lost, damaged or corrupted during the performance of Services. SELLER, ITS AFFILIATES, AND ITS AND THEIR SUPPLIERS, SUBCONTRACTORS AND AGENTS ARE HEREBY RELEASED AND SHALL CONTINUE TO BE RELEASED FROM ALL LIABILITY IN CONNECTION WITH THE LOSS, DAMAGE OR CORRUPTION OF DATA AND SOFTWARE, AND CUSTOMER ASSUMES ALL RISK OF LOSS, DAMAGE OR CORRUPTION OF DATA AND SOFTWARE IN ANY WAY RELATED TO OR RESULTING FROM THE SERVICES.

Seller will not be responsible for and no liability shall result to Seller or any of its Affiliates for any delays in performance which result from any circumstances beyond Seller’s reasonable control, including, but not limited to, Product unavailability, carrier delays, delays due to fire, severe weather conditions, failure of power, labor problems, acts of war, terrorism, embargo, acts of God or acts or laws of any government or agency. Any shipping dates or completion dates provided by Seller or any purported deadlines contained in a Statement of Work or any other document are estimates only.

General Indemnification

Each party (“Indemnifying Party”) shall indemnify, defend and hold harmless the other party and its officers, directors and employees (“Indemnified Party”) for any damages, judgments, costs and expenses (including attorney’s fees) or losses to the Indemnified Party arising from Claim during the performance of this Agreement. “Claims” are defined as (i) claims brought by an unaffiliated third party for death or personal physical injury, or (ii) damage to tangible [real] or personal property suffered or incurred by the Indemnified Party, to the extent (i) and (ii) are proximately caused by the gross negligence or willful misconduct of the Indemnifying Party. Notwithstanding the foregoing, Seller will not be liable, through indemnification or otherwise, for any loss, damage, expense, liability, action, suit or proceeding allegedly caused, directly or indirectly, by the Products, or arising out of loss or damage to software or the data processed by such software or hardware, or any loss of use of products. Claims do not include any damages, judgments, costs, expenses or losses caused, directly or indirectly, by products or otherwise excluded in this Agreement.

The obligation of the Indemnifying Party to indemnify, defend and hold the Indemnified Party harmless is contingent upon the Indemnified Party providing the Indemnifying Party with (i) prompt written notice of and description of each Claim; [provided, however, that the Indemnified Party’s failure to provide prompt notice will relieve the Indemnifying Party of its obligations only if and to the extent that the Indemnifying Party is materially prejudiced by such delay], (ii) sole authority to defend or settle any such Claim; and (iii) all reasonable assistance, at the Indemnifying Party’s expense, in any such defense. In no event shall the Indemnifying Party settle any Claim that involves a remedy other than the payment of money without the prior consent of the Indemnified Party.

IP Indemnification

Seller shall indemnify, defend and hold Customer and its affiliates and their respective directors, officers, employees and agents harmless from all damages, judgements, settlements, losses and expense (including reasonably attorneys’ fees) arising out of or resulting from any third party claim, and part of a final judgment, brought against Customer alleging that any, Service infringes any presently existing United States patent, copyright or trade secret of any third party. Seller will pay reasonable attorneys’ fees and expenses on behalf of Customer, PROVIDED THAT Customer shall (i) notify Seller promptly in writing of any such claim; (ii) permit Seller to have sole control of the defense, compromise or settlement of such claim, including any appeals, provided that it is diligently pursuing such claim; (iii) not make any settlement offers without the prior written consent of Seller, which shall not be unreasonably withheld; (iv) co-operate with Seller, as reasonably requested by Seller, in the defense or settlement of such claim; and (v) the claim does not arise as a result of any breach by Customer of a term of any applicable license.

Seller shall have no obligation to indemnify Customer for any intellectual property right infringement claim to the extent that it is based on (i) the use or combination of the Services with software, hardware or other materials not owned, developed, recommended or approved (in a signed change order or SOW) provided by Seller; (ii) the use of the Services in a manner other than that for which it was designed or contemplated as evidenced by Seller's documentation; (iii) any unauthorized modification of the Services by Customer or any other party seeking indemnification; (iv) any compliance with designs, plans, instructions, directions, or specifications provided by Customer; (v) Customer’s distribution, marketing or use for the benefit of third parties of the Services; or (vi) Customer’s failure to use corrections or enhancements made available by Seller to Customer at no additional cost and such failure would have prevented such infringement. If any Service, is, or in Seller’s reasonable opinion, or if is likely to be, held to be infringing, Seller will at its expense and option and as Customer’s sole and exclusive remedy, promptly either (a) procure the right for Customer to continue using it, (b) replace it with a non-infringing equivalent, (c) modify it to make it non-infringing, or (d) direct the return of the Deliverable and refund to Customer the fees paid for such Services, based on a five (5) year amortization.

Pricing Information; Availability Disclaimer

All project scheduling is subject to the availability of Supplier personnel to perform the Services. If Services are being performed on a time and materials basis, any estimates provided by Seller are for planning purposes only.

Credits

All project scheduling is subject to the availability of Supplier personnel to perform the Services. If Services are being performed on a time and materials basis, any estimates provided by Seller are for planning purposes only.

Limitation of Liability

UNDER NO CIRCUMSTANCES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY SET FORTH HEREIN, WILL SELLER, ITS AFFILIATES OR ITS OR THEIR SUPPLIERS, SUBCONTRACTORS OR AGENTS BE LIABLE FOR: (A) ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, BUSINESS, REVENUES OR SAVINGS, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITIES OF SUCH DAMAGES OR IF SUCH DAMAGES ARE OTHERWISE FORESEEABLE, IN EACH CASE, WHETHER A CLAIM FOR ANY SUCH LIABILITY IS PREMISED UPON BREACH OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY OF LIABILITY; (B) ANY CLAIMS, DEMANDS OR ACTIONS AGAINST CUSTOMER BY ANY THIRD PARTY; (C) ANY LOSS OR CLAIM ARISING OUT OF OR IN CONNECTION WITH CUSTOMER'S IMPLEMENTATION OF ANY CONCLUSIONS OR RECOMMENDATIONS BY SELLER OR ITS AFFILIATES BASED ON, RESULTING FROM, ARISING OUT OF OR OTHERWISE RELATED TO THE PRODUCTS OR SERVICES; OR (D) ANY UNAVAILABILITY OF THE PRODUCT FOR USE OR ANY LOST, DAMAGED OR CORRUPTED DATA OR SOFTWARE. OTHER THAN CLAIMS ARISING SOLELY FROM FROM GROSS NEGLIGENCE, WILLFULL MISCONDUCT OR FRAUD, IN THE EVENT OF ANY LIABILITY INCURRED BY SELLER OR ANY OF ITS AFFILIATES, THE ENTIRE LIABILITY OF SELLER AND ITS AFFILIATES FOR DAMAGES FROM ANY CAUSE WHATSOEVER WILL NOT EXCEED THE LESSER OF: (A) THE DOLLAR AMOUNT PAID BY CUSTOMER FOR THE PRODUCT(S) GIVING RISE TO THE CLAIM OR THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM; OR (B) $50,000.00.

Limited License

Customer's sole rights to the work product, materials and other deliverables to be provided or created (individually or jointly) in connection with the Services, including but not limited to, all inventions, discoveries, methods, processes, formulae, ideas, concepts, techniques, know-how, data, designs, models, prototypes, works of authorship, computer programs, proprietary tools, methods of analysis and other information (whether or not capable of protection by patent, copyright, trade secret, confidentiality, or other proprietary rights) or discovered in the course of performance of this Agreement that are embodied in such work or materials ("Work Product") will be, upon payment in full, a non-transferable, non-exclusive, royalty-free license to use such Work Products solely for Customer's internal use. Customer will have no ownership or other property rights thereto and Customer shall have no right to use any such Work Product for any other purpose whatsoever. Customer acknowledges that Sellers may incorporate intellectual property created by third parties into the Work Product (“Third Party Intellectual Property”). Customer agrees that its right to use the Work Product containing Third Party Intellectual Property may be subject to the rights of third parties and limited by agreements with such third parties.

Confidential Information

Each party anticipates that it may be necessary to provide access to information of a confidential nature of such party, the Affiliates or a third party (hereinafter referred to as "Confidential Information") to the other party in the performance of this Agreement and any Statement of Work. "Confidential Information" means any information or data in oral, electronic or written form which the receiving party knows or has reason to know is proprietary or confidential and which is disclosed by a party in connection with this Agreement or which the receiving party may have access to in connection with this Agreement, including but not limited to the terms and conditions of each Statement of Work Confidential Information will not include information which: (a) becomes known to the public through no act of the receiving party; (b) was known to the receiving party, or becomes known to the receiving party from a third party having the right to disclose it and having no obligation of confidentiality to the disclosing party with respect to the applicable information; or (c) is independently developed by agents, employees or subcontractors of the receiving party who have not had access to such information. To the extent practicable, Confidential Information should be clearly identified or labeled as such by the disclosing party at the time of disclosure or as promptly thereafter as possible, however, failure to so identify or label such Confidential Information will not be evidence that such information is not confidential or protectable. Confidential Information does not include Personal Data.

Each party agrees to hold the other party's Confidential Information confidential for a period of three (3) years following the date of disclosure and to do so in a manner at least as protective as it holds its own Confidential Information of like kind but to use no less than a reasonable degree of care. Disclosures of the other party's Confidential Information will be restricted (i) to those individuals who are participating in the performance of this Agreement or the applicable Statement of Work and need to know such Confidential Information for purposes of providing or receiving the Products or Services or otherwise in connection with this Agreement or the applicable Statement of Work, or (ii) to its business, legal and financial advisors, each on a confidential basis. Each party agrees not to use any Confidential Information of the other party for any purpose other than the business purposes contemplated by this Agreement and the applicable Statement of Work. Upon the written request of a party, the other party will either return or certify the destruction of the Confidential Information of the other party.

If a receiving party is required by law, rule or regulation, or requested in any judicial or administrative proceeding or by any governmental or regulatory authority, to disclose Confidential Information of the other party, the receiving party will give the disclosing party prompt notice of such request so that the disclosing party may seek an appropriate protective order or similar protective measure and will use reasonable efforts to obtain confidential treatment of the Confidential Information so disclosed.

Personal Data

This section shall apply to the extent Seller performs any operation or set of operations, including collecting, recording, storing, retaining, using, disclosing or otherwise accessing, (collectively, "Process," "Processed," or "Processing") on any information that identifies, relates to, describes, is capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular individual or household in connection with the Services ("Personal Data"), including without limitation any information that qualifies as “personal information” under the California Consumer Privacy Act, Cal. Civ. Code §§ 1798.100 et seq. (“CCPA”). Seller shall only Process Personal Data in accordance with the instructions of Customer as detailed in the applicable SOW and applicable data privacy law, including, if applicable, the CCPA ("Privacy Laws"). For the avoidance of doubt, it is the intention of the Parties that Seller be a “service provider” of Customer pursuant to the CCPA. Notwithstanding the foregoing, to the extent expressly set forth in the Agreement, Seller (1) shall have the right to retain, use or disclose de-identified or aggregated data derived from Personal Data (“Seller Data”), provided that Seller Data shall not include any Personal Data, and (2) if Seller Processes any “personal information” as such term is defined in the CCPA in connection with the Services, Seller shall have the right to Process such “personal information” for any purpose permitted by the CCPA. Where applicable law requires Seller to Process Personal Data under terms other than those of the Agreement, Seller shall promptly notify Customer of such legal requirement before Processing, unless applicable law prohibits such disclosure. Where required by applicable law, Seller shall also notify Customer if Seller determines any of Customer's instructions infringes applicable Privacy Laws.

The Parties agree that Customer is responsible for obtaining any consents required by applicable Privacy Laws, as well as providing and ensuring the accuracy of any notices required to disclose Personal Data to Seller, Seller's Affiliates, or any Seller subcontractor providing Services for use in accordance with the Agreement. Furthermore, Customer warrants that all Personal Data provided to Seller has been obtained, Processed, and provided to Seller in accordance with all applicable laws and ensured that there are legitimate grounds for Processing any and all Personal Data by Seller, Seller's Affiliates, or any Seller subcontractor providing Services for use in accordance with the Agreement.

Seller shall promptly notify Customer of any request, complaint, claim, or other communication received by Seller or a subcontractor regarding its Processing of Personal Data. Seller shall cooperate with and provide any necessary assistance to Customer in responding to any such inquiries, in so far as possible and taking into account the nature of Seller's Processing and the Personal Data available to Seller. Seller shall be obliged to provide such assistance only in so far that the Customer cannot respond to such request on its own. Notwithstanding anything to the contrary in the Agreement, Customer is obliged to reimburse Seller for out of pocket expenses in connection with such requests. Such expenses will be invoiced to Customer in accordance with the Agreement.

Customer acknowledges that Seller is reliant on Customer for instruction as to the extent to which Seller is entitled to use and Process Personal Data, and that Seller is not liable for any claim brought by a data subject to the extent that such claim arises from the Customer's instructions.

Upon request, Seller shall provide reasonable cooperation and assistance to Customer with its obligations under applicable Privacy Laws, in so far as possible in connection with the Services, taking into account the nature of Seller's Processing and the Personal Data available to Seller. Seller shall be obliged to provide such assistance only in so far that Customer's obligations cannot be met by Customer through other means. Notwithstanding anything to the contrary in the Agreement, Customer is obliged to reimburse Seller for out of pocket expenses in connection with such assistance. Such expenses will be invoiced to Customer in accordance with the Agreement.

To the extent that Personal Data includes information about individuals who are located in the European Economic Area ("EEA") and/or Switzerland, and Seller stores or otherwise obtains access to such Personal Data outside of the EEA and/or Switzerland, Seller agrees it has implemented appropriate measures to address the cross-border transfer of Personal Data.

Seller shall implement and maintain an information security program that includes appropriate technical and procedural safeguards to protect Personal Data, taking into account the nature of Seller's Processing and the Personal Data available to Seller. To the extent required by applicable Privacy Laws, upon request, Seller shall make available to Customer information reasonably necessary to demonstrate compliance with this obligation.

The parties agree that Seller may subcontract its obligations to subcontractors as necessary to perform the Services under the Agreement. Seller shall remain responsible for subcontractors' performance under the Agreement, and shall enter into an agreement with subcontractors that impose materially the same obligations as set forth in this Exhibit. Seller also agrees that any subcontractors who have access to Personal Data are bound to Process Personal Data in accordance with Seller's instructions and are subject to obligations to maintain confidentiality.

Notwithstanding any provisions in the Agreement to the contrary, Seller shall promptly notify Customer in the event Seller discovers or is notified of a known breach of security leading to unauthorized disclosure of or access to Personal Data as a result of its Processing of Personal Data ("Security Breach"). Seller shall reasonably cooperate in the investigation of the Security Breach.

The parties agree that to the extent required by applicable Privacy Laws, and upon thirty (30) days written notice to Seller, and no more than once per calendar year, Customer may request reasonable access to Seller's facilities, systems, and supporting documentation used to provide the Services, to the extent necessary to assess Seller's compliance with its obligations under this Section. Such assessments shall be subject to Seller's security and confidentiality policies, and shall be conducted in a manner that minimizes any disruption of Seller's performance of services and other normal operations. Such expenses will be invoiced to Customer in accordance with the Agreement.

Notwithstanding any other provision of the Agreement to the contrary, upon termination of the Agreement or otherwise at Customer’s request, Seller shall, at the choice of Customer, either return or delete Personal Data from its systems unless required by law, rule or regulation, or requested in any judicial or administrative proceeding or by any governmental or regulatory authority.

Customer shall reimburse Seller and its managers, officers, directors, employees, agents, affiliates, successors and permitted assigns (collectively, “Reimbursed Party”) against any and all losses costs, or expenses of whatever kind, including professional fees and attorney’s fees, that are incurred by any Reimbursed Party for any investigation or any preparation for any investigation by any governmental or regulatory authority arising out of Customer’s violation of any Privacy Laws in connection with this Agreement.

Termination

Either party may terminate performance of a Service or a Statement of Work for cause if the other party fails to cure a material default in the time period specified herein. Any material default must be specifically identified in a written notice of termination. After written notice, the notified party will, subject to the provision of warranties herein, have thirty (30) days to remedy its performance except that it will only have ten (10) days to remedy any monetary default. Failure to remedy any material default within the applicable time period provided for herein will give cause for immediate termination, unless such default is incapable of being cured within the time period in which case the defaulting party will not be in breach (except for Customer’s payment obligations) if it used its reasonable efforts to cure the default. In the event of any termination of the Services or a Statement of Work, Customer will pay Seller for all Services performed and expenses incurred up to and including the date of termination plus any termination fee if one is set forth in the applicable Statement of Work. In such event Customer will also pay Seller for any out-of-pocket demobilization or other direct costs resulting from termination. Upon termination, all rights and obligations of the parties under this Agreement will automatically terminate except for any right of action occurring prior to termination, payment obligations and obligations that expressly or by implication are intended to survive termination (including, but not limited to, limitation of liability, indemnity, confidentiality, or licensing of Work Product and this survival provision).

Unless otherwise stated in a Statement of Work, either party may terminate performance of a Service or a Statement of Work without cause upon fourteen (14) days advance-written notice.

Provisions Related to Custom Imaging

If in connection with the provision of Products or Services, Customer desires to have Seller provide installation of custom software images, Customer will be required to execute an Installation Indemnity Agreement, a form of which is provided at http://www.cdw.com/forms/indemnity/app.asp

Miscellaneous

Seller may assign or subcontract all or any portion of its rights or obligations with respect to the performance of Services or assign the right to receive payments, without Customer's consent. Customer may not assign these Terms and Conditions, or any of its rights or obligations herein without the prior written consent of Seller. Subject to the restrictions in assignment contained herein, these Terms and Conditions will be binding on and inure to the benefit of the parties hereto and their successors and assigns. No provision of this Agreement or any Statement of Work will be deemed waived, amended or modified by either party unless such waiver, amendment or modification is in writing and signed by both parties. The relationship between Seller and Customer is that of independent contractors and not that of employer/employee, partnership or joint venture. If any term or condition of this Agreement or a Statement of Work is found by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable, the same shall not affect the other terms or conditions hereof or thereof or the whole of this Agreement or the applicable Statement of Work. Notices provided under this Agreement will be given in writing and deemed received upon the earlier of actual receipt or three (3) days after mailing if mailed postage prepaid by regular mail or airmail or one (1) day after such notice is sent by courier or facsimile transmission. Any delay or failure by either party to exercise any right or remedy will not constitute a waiver of that party to thereafter enforce such rights.


Version Date: 2019-12-27



Additional Notice

California Privacy Disclosures 

These Additional California Privacy Disclosures supplement the information contained in this CDW Privacy Notice. These Disclosures apply solely to our processing of personal information of individual residents of the State of California within the scope of the California Consumer Privacy Act of 2018 (CCPA). 

 

Additional Notice

European Economic Area Privacy Disclosures

These Additional European Economic Area (EEA) Privacy Disclosures supplement the information contained in this CDW Privacy Notice. These Disclosures apply only to our processing of your personal data if you are based in the EEA or Switzerland.


 

Additional Notice

CDW Cookie Notice 

The Cookie Notice supplements the information contained in this Privacy Notice, explaining how we and our business partners and services providers use cookies and related technologies in the course of managing and providing our online services and our communications to you. It explains what these technologies are and why we use them, as well as your rights to control our use of them.


CDW: CDW is a leading integrated technology solutions provider primarily serving business and governmental entities. CDW is headquartered in the United States, with operations in Canada, the United Kingdom, and other locations around the world. When we use the terms “CDW”, “we”, “us”, or “our” in this Notice, we are referring to CDW LLC and its subsidiaries and affiliated companies worldwide.

Our Services: When we use the term “services”, we are referring to all the services that we offer on our own behalf, including our product offerings and the websites and mobile applications that post or link to this Notice.  We are not referring to services that we provide solely on behalf of a third party, such as outsourced IT services we may provide to another company. Please refer to the privacy notice of the third party with which you have a relationship for information on how they engage service providers, like us, to process personal information on their behalf. 


What is Personal Information?

When we use the term “personal information” in this Notice, we mean information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, to you. It does not include aggregated or deidentified information that is maintained in a form that is not capable of being associated with or reasonably linked to you.


Our Collection of Personal Information

From the first moment you interact with us, we are collecting personal information about you. Sometimes we collect personal information automatically when you interact with our services and sometimes we collect the personal information directly from you. At times, we may collect personal information about you from other sources and third parties, even before our first direct interaction. 

Personal Information You Provide

Personal Information You Provide

Contact Information

Such as your name, email address, social media handle, mailing address and phone number    

Employment Information

Such as your job title, department, employer or business, and if you perform work on our behalf, information obtained from your resume and your drug or background check (if any)    

Account Information

Such as your account ID, customer ID, username and password    

Investment Information

Such as your CDW share purchasing history, number of shares held, value of the shares, eligible dividends and the holder of record's name and address 

Transaction Information

Such as payment information, credit information, order details, and order/product preferences    

Event Information

Such as your attendance at a CDW event    

Survey Information

Such as your responses to survey questions about your business and your satisfaction with CDW

Contest Entry Information

Such as your statements and submissions for entry in a contest

User Generated Content

To the extent it is personal information, such as product reviews connected to you    

Inquiry Information

Such as the content of your email, text, or chat with us and, where applicable, your voice from calls with us    

Personal Information Automatically Collected

Personal Information Automatically Collected

Log File Data

Including your IP address, device operating system, application software, browser type, peripheral devices, language, user log and clickstream data, access times, Active Directory information and the websites you visited before/after ours    

Cookies and Related Technology Data

Including your usage and activity on our online services, such as information relating to your orders, purchases and cart activity, using essential and non-essential cookies, web beacons and related data collection technologies 

Location Data

Including your general geographic location based on your IP address or more precise location when accessing our online services through a mobile device    

The Cookies, Related Technologies & Online Ads section below provides additional information relating to our use of cookies and related technology, as well your choices about these technologies and the online ads for which they are used. 

Personal Information from Other Sources and Third Parties

Personal Information from Other Sources and Third Parties

We also obtain personal information from other sources, which we often combine with personal information we collect either automatically or directly from you.

We receive the same categories of personal information as described above from the following sources and third parties: 

We Collect Personal Information from Our Business Partners

Our business partners, such as product and software providers, collect personal information and often share some or all of this information with us. For example, we receive contact information from our product providers when we engage in co-marketing campaigns for purposes of contacting prospective customers who may be interested in their products.

We Collect Personal Information from Our Service Providers

Our service providers, such as payment processors and analytics providers, collect personal information and often share some or all of this information with us. For example, we receive Personal Information from vendors to coordinate events, facilitate survey activities, identify prospective customers and conduct marketing and analytics.

We Collect Personal Information from Information Providers

We often purchase, lease or otherwise obtain lists or information from third-party list or information providers to correct or supplement personal information we collect. For example, we may obtain updated contact information from third-party information providers to reconnect with you.
 

We Collect Personal Information from Publicly Available Sources

We often collect personal information that we do not otherwise have (including contact information, employment information and product preferences) from websites and other publicly available sources for our business operations, including identifying prospective customers or correcting outdated contact information.

We Collect Personal Information from Social Media Partners

Some of our online services allow you to sign in and associate your social media accounts with us, including, but not limited to, Twitter, LinkedIn, and Facebook accounts. By using this functionality, you give us permission to access all the elements of your social media profile, including personal information, that you have made available to be shared and to use it in accordance with the social media partner’s terms of use and this Notice. Please refer to the privacy notices and privacy settings for your social media account for information about what personal information is shared with us and other connected applications and to manage the information that is shared through your social media account, including information about your activities in connection with our services.


Our Use of Personal Information

We use your personal information to administer your account with us, provide and improve our and our business partners’ services and products, provide you with information and advertisements based on your interests and interactions with us, contact you about our and our business partners’ services and products, coordinate with our business partners to allow them to participate in limited co-marketing opportunities with us, respond to your inquiries and requests, prevent and investigate fraud, protect legal and contractual rights and comply with legal obligations. 

We use personal information we collect to:

  • Create and administer your account with us;
  • Process your order and credit requests;
  • Deliver products and services you request;
  • Send you transaction information, including confirmations, invoices, technical notices, product and services information, updates, security alerts, support and administrative messages, and information about your credit with us;
  • Communicate with you about and facilitate new contests, promotions and rewards, and upcoming events;
  • Process and deliver contest entries and rewards;
  • Provide you with news about products and services offered by us and our business partners;
  • Provide you with advertisements based on your interests, order history and interactions with us;
  • Coordinate with our business partners to allow them to participate in limited co-marketing opportunities with us;
  • Provide you with an interactive social media experience that allows you to connect your social networking account with our online services;
  • Respond to your comments and questions and provide customer service;
  • Link or combine with other information we get from third parties, to help understand your needs, customize our offerings to those needs, and provide you with better service;
  • Conduct research and surveys used to measure our performance and improve our and our business partners’ products, services and customer experience;
  • Operate and improve our and our business partners’ services and products;
  • Facilitate the provision of software updates, product support, and other services related to our and our business partners’ mobile applications and other products;
  • Manage investor relations and investments in our company, including by providign you information about our company and related investments, processing investment transactions and paying dividends, preparing tax returns and other investor-related documents, and managing our cap table;
  • Prevent, investigate or provide notice of fraud or unlawful or criminal activity;
  • Enforce and carry out contracts and agreements; 
  • And Comply with legal obligations.

Cookies, Related Technologies & Online Ads

As described in the Our Collection of Personal Information  section of this Notice, we and our third-party partners and providers automatically collect certain types of information about your online activities over time and across websites, including our online services and other websites you may visit. We collect this information through our or our third-party partners' and providers’ use of a variety of technologies, including cookies, web beacons, pixels, embedded scripts, location-identifying technologies, and logging technologies. Many of these technologies are used to run our online services, assess the performance of our online services, allow you to use certain non-essential features of our online services or conduct analytics on the traffic and usage trends of our online services, including statistics about our customer base. However, some of these technologies are used to make advertisements and marketing materials more relevant to you and your interests, including through the use of advertising tracking technologies. You have certain choices that may limit or affect our and our third-party partners' and providers’ ability to use cookies and related technologies for these purposes.

If you are a resident of Canada, or the EEA or Switzerland, please visit our Canada Cookie Policy or our EEA Cookie Policy to review additional disclosures applicable to you. 


Our Disclosure of Personal Information

We disclose personal information in the following ways:

We Disclose Personal Information Within CDW

We are able to offer you the products and services we make available because of the hard work of our team members across all CDW entities. CDW entities disclose personal information to other CDW entities for purposes and uses consistent with this Notice. For example, we may disclose your contact information and transaction information to process and fulfill your order or to facilitate communication between you and a local CDW representative. 

We Disclose Personal Information to Our Business Partners

We coordinate with a number of third parties with whom we do business to make our and their products and services available to you. We disclose personal information to these business partners for such purposes as facilitating your purchase of a product manufactured by our business partners, or for our business partners’ participation in limited co-marketing opportunities with us. 

We Disclose Personal Information to Our Service Providers

We engage a number of service providers to perform functions and services on our behalf and under our instruction to make our products and services available to you. For example, we may disclose transaction information to our payment processors and/or invoicing partners to facilitate your transaction and we may disclose additional personal information to service providers for auditing, compliance, investment management and corporate governance functions. 

We Disclose Personal Information to Our Suppliers and Distributors

We coordinate with and disclose personal information to a team of suppliers and distributors for purposes of developing and executing proposed and completed transactions facilitated by us, as well to improve our performance, products and services. Our suppliers and distributors also use personal information for their own internal purposes (including administrative purposes).

We Disclose Personal Information to Our Advertising Partners

We coordinate with and disclose personal information to advertising partners, such as search engines and social media advertising providers, for purposes of serving personalized and targeted advertisements to you on third-party platforms. For more information, including how to opt out of interest-based advertising, please refer to our Cookies, Related Technologies & Online Ads section. 

We Disclose Personal Information for Corporate Business Transactions

We may take part in or be involved with a corporate business transaction, such as a merger, acquisition, joint venture, or financing or sale of company assets. We may disclose personal information to a third party during negotiation of, in connection with or as an asset in such a corporate business transaction. Personal information may also be disclosed in the event of insolvency, bankruptcy or receivership.

We Disclose Personal Information in Accordance with Our Legal Obligations and Rights

We may disclose personal information to third parties, such as legal advisors and law enforcement:

  • in connection with the establishment, exercise, or defense of legal claims;
  • to comply with laws or to respond to lawful requests and legal process;
  • to protect the rights and property of us, our agents, customers, and others, including to enforce our agreements, policies, and terms of use;
  • to detect, suppress, or prevent fraud;
  • to reduce credit risk and collect debts owed to us;
  • to protect the health and safety of us, our customers, or any person; or
  • as otherwise required by applicable law.

We Disclose Personal Information to Our Service Providers

We may disclose personal information about you to certain other third parties not described in this Notice with your consent.  


Communication Preferences

If you have opted in to our marketing communications (or where permitted by law, if you have provided us or we have obtained your contact information), we may send you email messages, direct mail offers, push notifications or other communications regarding products or services depending on the method of communication selected. You may ask us not to do so by:

  • following the opt-out instructions in promotional communications;
  • for email marketing, by visiting your account settings here (US) or here (Canada); and
  • for Catalog subscription, by clicking here (US) or here (Canada). 

To manage any email or Catalog subscriptions in the UK, please contact us at marketing@uk.cdw.com. You may also make requests about your contact preferences and changes to your information by contacting your account manager, or by contacting Customer Relations (US or Canada). If you opt out of promotional emails, we may still send you non-promotional emails, such as emails about your accounts or our ongoing business relations. 


Region-Specific Disclosures

We may choose or be required by law to provide different or additional disclosures relating to the processing of personal information about residents of certain countries and regions. Please click below to review additional disclosures applicable to you:

  • If you are a resident of the State of California in the United States, click here for additional California privacy disclosures.  
  • If you are a resident of the State of Nevada in the United States, Chapter 603A of the Nevada Revised Statutes permits a Nevada resident to opt out of future sales of certain covered information that a website operator has collected or will collect about the resident. To submit such a request, please contact us at personaldatainquiry@cdw.com or fill out our Rights Request Form.
  • If you are a resident of Canada, click here for our Canada Cookie Notice.
  • If you are based in the European Economic Area (EEA) or Switzerland, click here for additional EEA privacy disclosures.

 


Children’s Privacy

Our online services are general audience sites intended for corporate and governmental purchasers. Our services are not directed to, and we do not intend to, or knowingly, collect or solicit personal information from children under the age of 13. If you are under the age of 13, do not use our services or provide us with any personal information either directly or by other means. If a child under 13 has provided personal information to us, we encourage the child’s parent or guardian to contact us to request that we remove the personal information from our systems. If we learn that any personal information we collect has been provided by a child under the age of 13, we will promptly delete that personal information.


Third Party Websites

Except where we post, link to or expressly adopt or refer to this Notice, this Notice does not apply to, and we are not responsible for, any personal information practices of third-party websites and online services or the practices of other third parties. To learn about the personal information practices of third parties, please visit their respective privacy notices. 


Changes to This Notice

We may update this Notice from time to time. When we make changes to this Notice, we will change the date at the beginning of this Notice to include the "Last Updated" date. If we make material changes to this Notice, we will notify you by email to your registered email address, by prominent posting on our services, or through other appropriate communication channels. All changes shall be effective from the date of publication unless otherwise provided in the notification.


How to Contact Us

If you have any questions or requests in connection with this Notice or other privacy-related matters, please send an email to personaldatainquiry@cdw.com.

 
Alternatively, inquiries may be addressed to:

Global Compliance & Ethics
CDW LLC
75 Tri-State International
Lincolnshire, IL 60069
USA