ioclub™ Partner Programme Terms & Conditions

The following are the terms and conditions ("Terms") of "ioclub™", Iomega's channel partner programme ("the Programme"), and they explain how authorised distributors and Reseller Partners ("Resellers" or "You") of Iomega International, S.A., 12, Avenue des Morgines, 1213 Petit-Lancy, Geneva, Switzerland ("Iomega") may participate in the Programme ("Members").

Once You have enrolled in the Programme, and subject to these Terms (as amended from time to time) You will have the opportunity to participate in nominated Iomega activities provided by Iomega or its authorised partners described at www.ioclub.net on the Iomega ioclub™ website ("Website") or on other linked websites run by participating service providers. Please read these Terms carefully.

Becoming a Programme Member

1.1 Eligible for memberships are all Resellers of computer, computer peripherals or IT products. Membership in the Programme is not available to individuals but only to companies. However, these Terms shall apply to both Resellers and each of their nominated representatives participating in the Programme for the Reseller. These Terms and Conditions can be printed by using the File/Print function on your computer.

1.2 Completion of the registration process conclusively establishes that the Reseller (and each Reseller nominated representative participating in any part of the Programme) has read and accepted the Terms. Any Member entitlement pursuant to the Terms begins only after the Registration Process has been completed. Iomega reserves the right to amend these Terms at any time and without incurring any liability to Members. Members shall be deemed to have received notice of any changes in the Terms and to have accepted them upon Iomega generating an email or other form of notice to Members announcing the changes, or upon the Member's next visit to the Website - whichever happens soonest. The new Terms can be printed by using the File/Print function on your computer.

1.3 Iomega reserves the right to seek further proof of any Reseller's eligibility for membership, which the Reseller agrees to provide on request at the Reseller's own expense.

1.4 The Programme is being offered to Resellers with principal places of business in the following markets only: those countries in Europe, Middle East, and Africa that are not embargoed countries or countries designated as supporting terrorist activities by the European Union or the US (including Cuba, Iran, Libya, North Korea, Sudan, and Syria; see, http://www.bis.doc.gov/licensing/exportingbasics.htm). Resellers who are also prohibited from participating in the Programme are those persons or entities that appear on the U.S. Commerce Department Denied Persons List (www.bis.doc.gov/DPL/Default.shtm), U.S. Commerce Department Entity List (www.bis.doc.gov/Entities) or U.S. Treasury Department list of Specially Designated Nationals (www.treas.gov/offices/enforcement/ofac/sdn/index.html).

Custom Marketing

2.1 Iomega may at times make available advertisement templates and related customizable advertisement forms ("Template") on its website for use by Members. Where a place for such information has been provided by Iomega, Members may elect to input their company name and contact information in the Template and upload and insert their logo into the Template for distribution to their customers.

2.2 The Members agree to insert or upload onto the Template only that information which is specifically requested and in the field(s) or location(s) where it is requested, e.g., inserting a telephone number only where asked for a telephone number.

The Members will not alter or attempt to alter the Templates nor use the Templates for any other purpose than those specified herein. Members will not include any additional information, representations, warranties or guarantees of any kind with the Templates.

Iomega grants to Members a non-exclusive, revocable license to use the Templates solely for the purpose of promoting Iomega's products and services within the territory defined under section 1.4. Iomega does not grant Members any right, title, interest, or license in or to any of Iomega Corporation's names, word marks, service marks, logos, logotypes, trade dress, designs, or other trademarks. Members shall not make any modifications to any trademarks, service marks or logos of Iomega included in the Templates as provided by Iomega. Neither shall Members use Iomega marks to sell any product or service that is not from Iomega.

Training Program

From time to time, Iomega will make available training materials via the Website for purposes of training Members on Iomega products and services.

Iomega grants to Members a non-exclusive, revocable license to use the training materials solely for the purpose of learning about Iomega's products and services. Iomega does not grant Members any right, title, interest, or license in or to any of Iomega Corporation's names, word marks, service marks, logos, logotypes, trade dress, designs, copyrights or other trademarks. Members shall not make any modifications to any copyright, trademarks, service marks or logos of Iomega included in the training material as provided by Iomega.

Members agree that they shall not alter, distribute, or copy any Iomega training materials. Iomega shall retain ownership of all intellectual property associated with the training materials.

Special measures related to ioclub™ points holders

4.1 The conditions described in this section 4 do not apply to Resellers who have enrolled in the Programme after September 21, 2006. Such Resellers are ineligible to receive any points.

4.2 Effective October 1, 2006, Iomega will stop granting points to previously eligible Resellers. Therefore such Resellers will not receive points for the Iomega products they purchase after September 30, 2006. However, Resellers that accumulated points ("Point Holders") have until December 31, 2006 to redeem the points earned in their Programme Account ("Account") for Iomega products or other rewards ("Rewards").

4.3 Each point shall be valid only until December 31, 2006. Any points not redeemed by this date will be deemed to have expired and will be automatically removed from the Point Holder's Account.

4.4 Each Point Holder has previously appointed a Programme Champion ("PC"), who is authorized to represent their particular Reseller. Point Holder must notify Iomega in writing of any subsequent changes to the PC without delay.

4.5 The PC has sole responsibility and authority for redeeming points for Rewards on the Point Holder's behalf and for nominating Point Holder representatives for Programme participation. Iomega will only accept requests for point redemptions from the PC or nominated representative named in Iomega's records at the time that the request or nomination is made. Points become available for redemption once they have been transferred to the Point Holder's Account. The PC may only redeem those points which appear in the Account as of the date on which redemption is requested. After appearing in the Account, points may be redeemed at any time up to December 31, 2006.

4.6 Each Point Holder has access to its on-line point statement by clicking the "Redeem Your Points" link on the Website. Access to redemption requests is restricted to the PC who has been provided with an individual user name and password.

4.7 If products are returned from Point Holder to Distributors, Iomega shall deduct the points awarded to the Point Holder for those products or, if the points have been spent, obtain recompense from the Point Holder to the value of the spent points.

4.8 Rewards may only be obtained by the redemption of points accrued in the Point Holder's Account, and require redemption of the specified number of points at the time redemption is requested. You are not permitted to pay cash for or towards any Reward.

4.9 Iomega reserves the right to change the Rewards available for redemption at any time without prior notice and without incurring any liability to Point Holder or their representatives. Any Rewards claimed prior to any change but not yet delivered to the Point Holder shall be unaffected by the change.

4.10 Where points are redeemed for goods or services to be supplied by Iomega, such goods or services shall be supplied on Iomega's standard terms and conditions. Where points are redeemed for third party products or services, those products or services shall be supplied on the supplier's terms and conditions. Members and their representatives acknowledge that among the Rewards available on the Website may be products or services, made available by third party suppliers, involving individual hazard or risk, and that the Iomega Parties, i.e., Iomega, its agents, affiliates and subsidiaries, shall have no liability to Members or their representatives in connection with participation in any such programmes; and Members and their nominated representatives release the Iomega Parties from any such liability.

4.11 Point Holders shall maintain sufficient documents and other records relevant to participation in the Programme and points eligibility and redemption. Point Holders shall, on request by Iomega, make such documents and records available for inspection by Iomega or its agent(s), during normal business hours and on reasonable advance written notice.

4.12 The Rewards provided are for the use of the Point Holders only and cannot be sold or transferred to any third party. If Iomega or its agents become aware of any purported sale or transfer, or any other abuse of the Programme, Iomega reserves the right to terminate the membership of the Reseller responsible and to cancel all points which have accrued to that Point Holder's Account.

4.13 Each Point Holder (and each of its representatives) is responsible for payment of all taxes, and social security contributions, including any form of sales, purchase or value-added tax and customs duties, which may be levied by relevant governmental authorities in connection with the receipt or redemption of points or acceptance or delivery of rewards, whether in the form of activities or merchandise. Neither Iomega nor any of its affiliates, representatives or appointed agents shall be liable for any such taxes and duties at any time, and Point Holders shall indemnify Iomega against any such liability.

4.14 In the event of Iomega being required by any authorities to furnish annual returns of any of the Rewards redeemed by Point Holders or their representatives, Iomega will always comply to the fullest extent with any such requirement and shall not incur liability to any Point Holders or their representatives by doing so. In this connection, Point Holders and their representatives are obliged to extend their fullest co-operation to Iomega, or its appointed agent, in order for Iomega to fulfil its obligations to the said authorities.

4.15 Iomega or its appointed agent(s) reserve the right to reject any redemption request if, in Iomega's or its agents' sole discretion, the request is incomplete, unclear or violates any or all of these Terms, without incurring any liability to the Point Holder or its representatives.

4.16 Any complaints or requests for clarification must be submitted by email to Iomega in the first instance at the following address: ioclub@iomega.com.

4.17 Points may only be exchanged for goods and services as posted on the Website. Iomega reserves the right to change the number of points required for redemption of any Reward at any time, without prior notice and without incurring any liability to Point Holders or their employees. Any Rewards claimed prior to any change but not yet delivered shall be unaffected by the change.

4.18 While Iomega will make reasonable efforts to ensure that the Rewards shown on the Website are available for points redemption, Iomega reserves the right to offer a substitute reward of equivalent market value in the event that an original Reward is or becomes unavailable at the time redemption is requested. Iomega shall not deduct any points from the Point Holder's Account until the substitute reward has been accepted by the Point Holder or its representative. Iomega shall not be liable to any Point Holder or its employees if any Reward becomes unavailable for any reason at any time.

4.19 If the Point Holder or the PC redeems a marketing campaign for the points earned, the Iomega parties have no responsibility for the legal admissibility of the marketing campaign. The reseller is obliged to examine the campaign for its admissibility under applicable laws.

4.20 The points collected cannot be transferred, sold or combined with the account of another Reseller or with another account that may be owned by Point Holder, for any reason whatsoever without the prior written approval of Iomega.

Term and Termination

5.1 The term of this Programme begins on the date the Reseller becomes a Member and continues through the end of the calendar year. Thereafter, the Term will renew automatically for another calendar year. Iomega reserves the right to terminate any Member's membership in the Programme at any time by sending written notice to the Member by email, fax or letter three (3) months prior to the effective date of termination, and without incurring any liability to the Member or its employees. Iomega reserves the right to terminate a Member's membership in the Programme immediately for serious cause.

5.2 Iomega reserves the right to terminate or modify the Programme at any time for important reasons (e.g. court order, administrative order, legal obligation, or similar), at its sole discretion and without incurring any liability to Resellers or their employees.

Members may terminate their membership by tendering to Iomega written notice thirty (30) days prior to the expiration of the then current term. Members will continue to be bound by the following sections upon the termination or expiration of this Programme: Sections 1.2, 3.2, 3.3, 4, 5, 6, 7, 8 and 9. Liability

6.1 The Programme is offered on an entirely gratuitous basis by Iomega and, by participating, all Members (and all Member representatives) agree to accept as final and binding any and all decisions made by Iomega and its appointed agent(s) on all matters relating to the Programme.

6.2 Iomega and its respective affiliates, subsidiaries, and appointed agents including its internet access providers ("Iomega Parties") shall not be held liable for any direct or indirect loss or any injury, loss or damage of any kind suffered by a Member or its representatives as a result of participation in the Programme; however, these limitations on liability shall not apply to any liability the exclusion or limitation of which is expressly prohibited by statute.

6.3 Iomega disclaims all warranties or conditions, expressed or implied, including without limitation the warranties or conditions of satisfactory quality or fitness for purpose and those that may arise from a course of dealing or usage of trade in connection with the operation of the Programme or Website. under no circumstances shall IOMEGA be liable for any consequential, special, incidental or other damages arising out of or in any way related to the obligations and relationships established by this PROGRAMME; however, these limitations on liability shall not apply to any liability the exclusion or limitation of which is expressly prohibited by statute.

Indemnity

Members shall indemnify and hold Iomega harmless from and against any and all claims, damages, losses, liabilities and expenses, including reasonable attorney fees and expenses, arising from or related to any breach by Members of any of its obligations mentioned in the present Terms.

Confidentiality

8.1 Each individual user name and password issued by Iomega shall be protected as confidential information of Iomega and shall not be divulged by the Member to any other party without prior permission from Iomega. If any user name and password is disclosed to any unauthorised third party, Iomega reserves the right to cancel the Member's membership outright. Members agree to comply with any other security procedures identified on the Website in connection with their use of the Website or other participation in the Programme.

8.2 In addition, Members and their representatives acknowledge that these Terms, the Website, any training materials, and all related documents or information are confidential information of Iomega, which Members and their employees shall not disclose to any third party (without the prior written consent of Iomega).

8.3 Members and their representatives acknowledge that Iomega and its agents shall collect their personal information to operate the Programme pursuant to the Loi Informatique et Libertés for French Resellers, to the Italian Data Protection Law of December 31 1996 n. 675 (legge per la tutella delle persone e di altri soggeti rispetto al trattamento dei dati personali) for Italian Resellers, to the Belgian Privacy Law of December 8 1992, the Dutch Personal Data Protection Act (Wet bescherming persoonsgegevens), to the Spanish Data Protection Act (Ley Orgánica 15/1999, de 13 diciembre, de Protección de Datos de Carácter Personal) for Spanish Resellers, the Swedish Personal Data Act for Swedish Resellers, the Data Protection Act 1988 and the European Communities (Data Protection) Regulations 2001, SI No. 626 of 2001 for Irish Resellers, and to the applicable data privacy laws and regulations for other Resellers. By participating in the Programme, Resellers and their representatives consent to the collection and use of their personal information by Iomega and its agents and to the transfer of such information outside the European Economic Area for purposes of processing related to the management of the Programme by Iomega and its agents. Iomega and its agents shall only use such personal information in accordance with its privacy policies as posted on the Website. Personal information may also be used by Iomega to occasionally notify Resellers and their representatives of Iomega product and Programme announcements. Resellers and their representatives are entitled to access and rectify their personal information by clicking the "Manage Profile" link on the Website. Resellers and their representatives may "opt out" in the Program registration process from receiving any such communications.

General Provisions

9.1 Members and their representatives acknowledge that trademark and copyright and all other intellectual property rights to specifically identify the Programme, the Website or found in the Templates are the property of Iomega and/or its licensors. No license or other rights in the site or the content thereof is granted or transferred to Members or their representatives.

9.2 Iomega reserves all of its legal rights and remedies, provided under these Terms or otherwise, in the event that it discovers any unauthorised access to the Website or other Iomega sites, or any abuse or impropriety related to the Programme.

9.3 By providing links to third party websites, Iomega is not endorsing the material on or the operator of such sites, and Iomega accepts no liability for the quality of the services provided or the material on such sites. The legal compliance of such sites, and all product or service related obligations or liabilities, shall be the sole responsibility of the third party site operator.

9.4 Your use of this Website is at your sole risk. The Website, and its content, are delivered on an "as is" and "as available" basis. Iomega expressly disclaims all warranties of any kind, whether express or implied. Iomega makes no warranty that the Website or any related services, offered on the Website will be error free and uninterrupted.

9.5 Nothing in these Terms shall constitute or be deemed to constitute a partnership between Iomega and any Member.

9.6 In the event of any conflict between these Terms, the ioclub registration form or the conditions of this Programme on the Website, these Terms shall prevail.

9.7 These Terms shall be governed in accordance with Swiss Law. Nevertheless, where the Reseller is established in Spain, these Terms are also governed by Spanish Law 7/1998 on General Terms (Ley 7/1998, de 13 abril, sobre Condiciones Generales de la Contración). IN THE EVENT OF AN AMICABLE SOLUTION CANNOT BE REACHED BETWEEN IOMEGA AND RESELLER, EXPRESS COMPETENCE IS GRANTED TO THE COURTS OF THE CANTON OF GENEVA, SWITZERLAND, REGARDLESS THE PLURALITY OF THE DEFENDANTS OR THIRD PARTIES, INCLUDING EMERGENCY PROCEDURES OR PROTECTIVE ORDERS, SUMMARY PROCEEDINGS OR BY PETITION. ALL SUCH PROCEEDINGS AND RELATED COMMUNICATIONS WILL BE CONDUCTED IN ENGLISH.