Lenovo (Australia & New Zealand) Pty Ltd (“Lenovo”) owns and operates certain websites that implement memberships, reward programs and other loyalty programs, including the Lenovo Pro Program (collectively, “Program”), each of which is accessed from a Program-specific website that is affiliated with Lenovo. Each Program, together with the content, incentives and rewards, information sharing and other services available at that Program, are collectively referred to herein as the “Service.” The following are the current terms and conditions for use of the Lenovo Pro Program, including without limitation all tiers such as Lenovo Pro, Lenovo Pro PLUS and Lenovo Pro ELITE (the “Lenovo Pro Program”). Except for certain aspects of the Lenovo Pro Program that may be available to the public, the Lenovo Pro Program is provided only to users who become Members (as that term is defined below). The Lenovo Pro Program is offered subject to acceptance without modification of all the terms and conditions contained herein (“Terms and Conditions”). The Terms and Conditions shall be deemed to include all other operating rules, policies and procedures that are referred to herein or that may otherwise be published by Lenovo from time to time, including without limitation the Lenovo Terms of Use at https://www.lenovo.com/au, the provisions of which may be amended by Lenovo from time to time and are incorporated into these Terms and Conditions by reference and include provisions related to disclaimers of warranties, limitation of liability, dispute resolution, and other general provisions.

PLEASE READ CAREFULLY THESE TERMS AND CONDITIONS (AND THEIR INCLUDED LINKED INFORMATION, SUCH AS OUR PRIVACY STATEMENT WHICH IS HEREBY INCORPORATED BY REFERENCE). BY ACCESSING, BROWSING OR USING THE SERVICE, YOU ACKNOWLEDGE AND REPRESENT THAT YOU (i) HAVE READ THESE TERMS AND CONDITIONS AND THE PRIVACY POLICY, (ii) UNDERSTAND THEM, (iii) ACCEPT AND AGREE TO BE BOUND BY THEM, (iv) ARE ABLE TO FORM LEGALLY BINDING CONTRACTS, AND (v) AGREE TO COMPLY WITH ALL LAWS AND REGULATIONS APPLICABLE TO YOU, TO THE USE OF THE SERVICE, AND/OR THE INTERNET. IF YOU ARE USING THE SERVICE ON BEHALF OF AN ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL AUTHORITY TO BIND THAT ENTITY TO THESE TERMS AND CONDITIONS.

IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS, OR IF YOU ARE NOT ELIGIBLE OR AUTHORIZED TO ENTER INTO THIS AGREEMENT, THEN DO NOT ACCESS, REGISTER, ACTIVATE OR USE THE PROGRAM OR SERVICE. COMPLETING THE REGISTRATION PROCESS OR OTHERWISE ACCESSING OR USING ALL OR ANY PART OF THE PROGRAM OR SERVICE WILL CONSTITUTE ACCEPTANCE AND CREATE A LEGALLY ENFORCEABLE CONTRACT UNDER WHICH YOU AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS, WITHOUT MODIFICATION.

Lenovo reserves the right, at its sole discretion, to modify or replace these Terms and Conditions (including any policy), in whole or in part, at any time. Lenovo will use reasonable efforts to notify Members of any material change at least 30 days in advance of the effective date of any change. Change notices may be communicated by postings in the Lenovo Pro Program or, in the case of Members, electronic mail. In any case, Members should periodically check the Terms and Conditions for changes. Continued use of the Service following any change to the Terms and Conditions constitutes Member's acceptance of those changes. The Terms and Conditions may not otherwise be amended, except by a written agreement executed by Member and Lenovo. Lenovo may suspend or terminate the Services, in whole or in part, at any, with or without notice.

LENOVO PRO PROGRAM RESERVATION OF RIGHTS

Lenovo may, in its discretion, change or terminate the Lenovo Pro Program rules, regulations, awards and special offers at any time with or without notice, including without limitation: (i) withdraw, limit, modify, or cancel Lenovo Pro Program benefits, tier levels, participant affiliations, conditions of participation, rules for earning, redeeming, retaining or forfeiting tier benefits, or rules for the use of tier (ii) rename or redefine Lenovo Pro Program elements or benefits; (iii) restrict the continued availability of awards or special offers; or (iv) end any of its tier level statuses within the Lenovo Pro Program.

Lenovo may take any one or more of these actions at any time regardless of the impact on your ability to use the benefits within a tier.

Definitions

•    A “Member” is an individual who can form legally binding contracts under applicable laws; who is at least 18 years of age; who is not barred from using the Lenovo Pro Program under applicable laws; and who is an employee at a small or medium-sized business with an employee count between one (1) and nine hundred and ninety-nine (999) (“SMB”); and who successfully completes the Lenovo Pro Program registration process.

•    A “Company” is an SMB with one (1) or more employees registered as Members.

•    A "calendar year" is understood to mean January 1st through - December 31st of each year.

•    “Spend” is based on the amount of purchases made through a Lenovo Pro account, be it product(s) and/or service(s). The Spend is calculated based on all purchases made by Members within a Company account. Spend can also be attributed to a Member's account when a purchase is made through the Lenovo Pro telesales team as the telesales agent will update the Member's account with their Spend. Members with the same Company will be automatically linked to one Company account. If help is needed combining individuals with a Company account, the Member will need to contact the Lenovo Pro telesales team.

•    An “Administrator” is either the first person/Member to obtain a Lenovo Pro account on behalf of a Company, or whomever the Company later assigns to that role. The Administrator will have access to certain information about the Company's Members including what products they purchase through the Lenovo Pro Program, order invoice data, and, if the Member manually enters them, device serial numbers. If a Member does not know their Administrator, the Member must call the Lenovo Pro telesales team, which is hereby authorized to provide to the Member the name and contact details of their Administrator.

CONDITIONS OF PARTICIPATION

Membership

Member Eligibility and Qualification Criteria

•    The Lenovo Pro Program may be accessed and used only by Members. If you do not qualify, you are prohibited from accessing, using and registering for the Lenovo Pro Program. Persons that do not complete the registration process, or whose registration is not accepted, shall not be considered Members. Lenovo may refuse to offer or continue offering the Lenovo Pro Program to any Company, Member, person, or entity and may change its eligibility criteria from time to time, in its sole discretion. Member may not sell, gift or transfer its membership to any other person or entity. A Member's benefits are linked to the Company who employs Member. If a Member is no longer employed by that company, the Member's benefits will remain with the Company and will not transfer to the Member or the Member's new employer. Members who move to a new Company will need to complete a new registration process with their Company, if applicable and eligible. Lenovo competitors and consumer memberships will not be accepted. This Lenovo Pro Program is not open to the general public or to any companies that are not accepted into the Lenovo Pro Program.

Becoming a Member

•    To become a Member, a person must complete the registration process by providing Lenovo with current, complete and accurate information, as more specifically required by the then current registration procedures and will be required to create a username and password. Additional information may be requested (for example, preferred contact method and products and services of interest); in order to best tailor Lenovo Pro benefits to the Member.

•    Upon acceptance,Lenovo will provide access credentials to the Member's email address. Member must then activate their membership to become a Member.

Member Rules and Conduct

•    Members are responsible for reading these Terms and Conditions and account summaries in order to understand their rights, responsibilities, and status under the Lenovo Pro program.

•    Members are responsible for complying with these Terms and Conditions.

•    Members shall maintain and update their registration data to ensure that it is always current, complete and accurate. Members may update their information by logging into their Lenovo Pro account.

•    Though Lenovo aims to automatically promote Member tier levels based on their spend and the rules defined in these Terms and Conditions, Member is responsible for monitoring their Lenovo Pro Program account and Tier level status (Tiers are defined below) and should contact your Lenovo account manager with any questions.

•    Member agrees that, to the extent permitted by law, Lenovo does not represent, warrant or guarantee that Lenovo Pro or any such other products and services will be uninterrupted, without omissions or error free, or that defects will be corrected, or changes implemented. Without limitation to the former, nothing in these Terms and Conditions limits or excludes any rights available to its customers under the Australian Consumer Law.

•    The Lenovo Pro Program is provided to Members only for use in connection with Company business purposes. Any unauthorized use of the Lenovo Pro Program (including without limitation, accessing the Lenovo Pro Program or any aspect of the Lenovo Pro Program for which the Member is not authorized, or any use not expressly permitted in these Terms and Conditions such as, for example, reselling any content or information to third parties) is expressly prohibited. Each Member is responsible for all acts or omissions that occur under the Member's account, username or password, including without limitation content posted to or transmitted via the Lenovo Pro Program.

•    Member agrees that purchases are not valid unless earned strictly in compliance with the requirements as established and intended by Lenovo, and Member shall not attempt to make purchases by any unauthorized means (including without limitation, by using any script, bot or other automated means). Members shall perform all their obligations regarding any Lenovo Pro Program transaction entered into in connection with using the Lenovo Pro Program. Lenovo may, at its sole discretion, immediately suspend or terminate any Member's access to the Lenovo Pro Program should their conduct fail (or appear to fail) to strictly conform to any provision of these Terms and Conditions.

•    Lenovo may permit Members to access the Lenovo Pro Program from and to link from the Lenovo Pro Program to other websites on the Internet, including without limitation, websites affiliated with Lenovo and their partners. These other websites may not be under Lenovo's control, and Member acknowledges and agrees that Lenovo is not responsible for the accuracy, legality, appropriateness or any other aspect of the content or function of such websites. The inclusion of any such link does not imply endorsement of the website by Lenovo or any association with its operators. Additional or different terms and conditions may apply when Members are accessing and using such other websites.

•    Members shall not deliberately damage or undermine the legitimate operation of the Lenovo Pro Program.

•    Member agrees to indemnify, defend and hold Lenovo, subsidiaries, affiliates, representatives, divisions, suppliers and advertising and promotion agencies; and all of their respective officers, directors, employees, shareholders, contractors, representatives, and agents (collectively, “Released Parties”) harmless from and against any and all claims, liabilities, damages, losses, costs, expenses, fees (including reasonable attorney fees) attributable to Member's use of the Service, or violation of these Terms and Conditions. This provision shall survive the termination of this agreement and will remain in full force and effect.

•    Any dealings by Members with advertisers, vendors and other third parties (collectively, “Lenovo Pro Program Affiliates”) via the Lenovo Pro Program, or participation in promotions, including the delivery of and the payment for goods and services, and any other terms, conditions, warranties, or representations associated with such dealings or promotions, are solely between the Member and Lenovo Pro Program Affiliate or other third party. Lenovo is not responsible or liable for any part of any such dealings or promotions.

Lenovo Pro Tiers

Lenovo currently offers three standard Lenovo Pro tiers to members: PRO, PLUS and ELITE.

Earning Tier Status

•    Members initially receive a PRO tier status once they register and activate their Lenovo Pro account. They will remain in the PRO tier for as long as they make purchases through the Lenovo Pro website between $0 - $14999 in a calendar year.

Moving to a Higher Tier

•    Tier members may move to a higher tier status when the Member makes qualifying purchases, as set forth in more detail below.

PRO	PLUS	ELITE
Annual calendar year Spend $0 - $14999	Annual calendar year Spend $15,000 - $49,999	Annual calendar year Spend $50,000+

•    To maintain your PLUS tier status, Members must purchase between $15,000 - $49,999 during a calendar year.

•    To maintain your ELITE tier status, Members must purchase more than $50,000 during a calendar year.

•    Members will automatically be moved to a higher tier once they meet that tier's requirements and shall remain at that tier for the duration of the then current calendar year unless they qualify to move to a higher tier as set forth in these Terms and Conditions.

•    Member will remain in the tier it is in as of the end of Member's first calendar year to the subsequent calendar year.

•    If a Member cancels a purchase or returns a product, any such cancellation or return will be used to re-calculate the Member's tier level and may result in the Member being moved to a lower tier.

Tier Reset

•    During each calendar year of the Lenovo Pro Program, Lenovo reserves the right to calculate which tier a Member is eligible for as of January 1 at 12:00 am ET based on purchases made during the prior calendar year. Based on such calculation Lenovo reserves the right to reset a Member's tier and move a Member to the corresponding tier that Member is eligible for, which may be a lower tier.

Tier Expiration

•    If the account has no qualifying activity in the following calendar year, all tier credits in the account will automatically expire once the calendar year ends.
      o    Qualifying activity is defined as accruing Spend within Lenovo Pro.

Transferring Tier Benefits

•    At no time may Lenovo Pro credit be purchased, sold, advertised for sale or bartered (including but not limited to transferring, gifting, or promising credit or award in exchange for support of a certain business, product or charity and/or participation in an auction, sweepstakes, raffle or contest). Any such credit is void if transferred for cash or other consideration. Violators may be liable for damages and litigation costs, including Lenovo attorneys' fees incurred in enforcing this rule.

Lenovo Pro Communications

Lenovo will send to Members email messages such as tier status notifications, Terms and Conditions updates, and other communications about new Lenovo Pro Program features or benefits (collectively “Transactional Communications”). If the Member has to opt in receiving Marketing Communications, they can opt-out of Lenovo Pro marketing communications, at: https://optout.wd.lenovo.com/Lenovo_GenericOptouts/Optout.

Audits and Use of Products

Lenovo reserves the right to audit accounts at any time and without notice to the Member to ensure compliance with Lenovo Pro Program rules and these Terms and Conditions. In the event that an audit reveals discrepancies or violations, the processing of Lenovo Pro awards, discounts and summaries may be delayed until such discrepancies or violations are resolved in a manner satisfactory to Lenovo. Pending such resolution, Members and/or Companies may be prohibited from utilizing Member benefits. In the event such discrepancies or violations are not resolved in a manner satisfactory to Lenovo, Member's account may be terminated.

Products and services purchased on Lenovo's website, including through the Lenovo Pro Program, are subject to the US Export Administration Regulations. They are for Member's own use within the territory in which they are purchased and may not be resold, exported or reexported to other territories, without written authorization by Lenovo. Lenovo reserves the right to refuse or cancel any order in which Lenovo suspects the Member is purchasing products or services for the purpose of reselling or exporting them. By moving forward with an order, you confirm that you agree you will not resell, export or reexport all products and services in violation of these Terms and Conditions.

Termination

•   Lenovo reserves the right to terminate a Member's account due to violation of these Terms and Conditions.

•   Lenovo reserves the right to terminate a Member's account for inactivity. The account may be deemed inactive and terminated without notice if: (a) a Member has not had any account activity or spend for at least five years; or (b) if Member is not in good standing with the Lenovo Pro Program account.

•   The Lenovo Pro Program account terminates upon dissolution of the Company. Program benefits are not considered and shall not be deemed an asset of the Company.

•   A Member may voluntarily terminate their Lenovo Pro Program account by providing written notice to the Lenovo Pro telesales team.

•   All requests must include the following information: your full name, your Company name, email address on your Lenovo Pro account and your country of residence.

•   Lenovo Pro Program services and benefits available through participating partners in connection with the Lenovo Pro Program are subject to change without notice.

•   Lenovo reserves the right to end the Lenovo Pro Program upon reasonable notice.

•   TO THE EXTENT PERMITTED BY LAW, MEMBERS AGREE THAT LENOVO WILL NOT BE LIABLE TO ANY MEMBER OR ANY OTHER PARTY FOR ANY TERMINATION OF MEMBER'S ACCESS TO THE LENOVO PRO PROGRAM OR TERMINATION OF MEMBER'S ACCOUNT.

How Lenovo Uses Your Data

•   Lenovo will use personal information of Members for the purpose of providing the Lenovo Pro Program (as described herein) to Company and as permitted under Lenovo's Privacy Statements available at www.lenovo.com/privacy. These statements also articulate how Members can exercise their data privacy rights.

Trademarks

•   Member acknowledges and agrees that the Lenovo Pro Program, Service and all content and materials created by or for Lenovo and made available on the Lenovo Pro Program are protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws, and Lenovo (and its licensors) shall own and retain all rights, title and interests (including all intellectual property and proprietary rights) therein and thereto. Unless and only to the extent expressly authorized by Lenovo, each Member agrees not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works of the Lenovo Pro Program, Service or such content and materials. Reproducing, copying or distributing any content, materials or design elements from the Lenovo Pro Program is strictly prohibited. Attempting to access or use the Lenovo Pro Program, Service, content or materials for any purpose not expressly permitted in these Terms and Conditions is prohibited.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, Member agrees that Lenovo shall not be responsible or liable for any unauthorized access to, alteration or use of Member's account, transmissions or data, any material or data sent or received or not sent or received through the Service.

IN NO EVENT SHALL Lenovo BE LIABLE CONCERNING ANY SUBJECT MATTER RELATED TO THE PROGRAM OR SERVICE, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), FOR ANY (A) MATTER BEYOND ITS REASONABLE CONTROL, (B) LOSS OR INACCURACY OF DATA, LOSS OR INTERRUPTION OF USE, OR COST OF PROCURING SUBSTITUTE TECHNOLOGY, GOODS OR SERVICES, OR (C) DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS, REVENUES, PROFITS OR GOODWILL, EVEN IF LENOVO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS ARE INDEPENDENT FROM ALL OTHER PROVISIONS OF THESE TERMS AND CONDITIONS AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF ANY REMEDY PROVIDED HEREIN.

Lenovo is not responsible for purchases that have been submitted through illicit means or by any means which subvert the process or that do not conform with or satisfy any or all of the conditions set out in these Terms and Conditions.

Lenovo is not responsible for any condition that might cause the Lenovo Pro Program to be disrupted or corrupted, including an act of God, hurricane, war, fire, riot, terrorism, act of public enemies, actions of governmental authorities, or tampering, unauthorized intervention, fraud, or any other causes.

General Provisions.

(1) Member is responsible for compliance with all applicable laws. These Terms and Conditions and the relationship between Member and Lenovo are governed by the Laws of New South Wales, Australia., without giving effect to any choice of laws principles that would require the application of the laws of a different country or state. Each party hereby waives its right to a jury trial in any action arising under or related to these Terms and Conditions. These Terms and Conditions are personal to each Member, and a Member may not transfer, assign or delegate their right and/or duties to anyone else and any attempted assignment or delegation is void. Lenovo may assign, transfer or delegate any of its rights and obligations hereunder without consent. Member acknowledges that Lenovo has the right hereunder to seek an injunction without the requirement to post a bond, if necessary, to stop or prevent a breach of any obligation hereunder. The paragraph headings in these Terms and Conditions, shown in boldface type, are included only to help make it easier to read and have no binding effect. Any delay or failure by Lenovo to exercise or enforce any right or provision of these Terms and Conditions will not constitute a waiver of such right or provision. No waiver by Lenovo shall have effect unless such waiver is set forth in writing, signed by Lenovo; nor shall any such waiver of any breach or default constitute a waiver of any subsequent breach or default. No agency, partnership, joint venture, or employment relationship is created as a result of the Service or these Terms and Conditions, and neither party has any authority of any kind to bind the other in any respect. These Terms and Conditions constitute the complete and exclusive agreement between Member and Lenovo with respect to its subject matter, and supersede all prior oral or written understandings, communications or agreements. If for any reason a court of competent jurisdiction finds any provision of these Terms and Conditions, or portion thereof, to be unenforceable, that provision of the Terms and Conditions will be enforced to the maximum extent permissible so as to affect the intent of the parties, and the remainder of these Terms and Conditions will continue in full force and effect. In the event of any discrepancy or inconsistency between these Terms and Conditions and disclosures or other statements contained in any Lenovo Pro Program-related materials or made by any representative of Lenovo, the terms of these Terms and Conditions shall prevail, govern, and control.