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Terms and Conditions for Apple Promotional Products Sales
NOTE: Please print or save these Terms and Conditions for future reference as they will not be available online after
completion of the registration process.
For completing the registration process, please proceed as follows:
(i) read carefully the following Terms and Conditions and Exhibit A (Third Party Promotional Guidelines);
(ii) complete all information requested in Exhibit B (Product and Promotion Specifications Form); and
(iii) submit your information and acceptance of these Terms and Conditions to Apple.
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In these Terms and Conditions (as defined below) “Apple” means Apple Distribution International, a company incorporated
under the laws of the Republic of Ireland, having its registered office at Hollyhill Industrial Estate, Hollyhill, Cork and “You” or
“Purchaser” means the business entity (as defined by Apple from time to time) which has been admitted to purchase Products
under these Terms and Conditions.
Once accepted by You, these Terms and Conditions, Exhibit A (Third Party Promotional Guidelines), Exhibit B (Product and
Promotion Specifications Form) and any documents or materials incorporated by reference thereto will apply to all
quotations made by Apple and all orders placed by You.
1. Definitions
When used in these Terms and Conditions, the following terms have the following meanings:
“Apple Marks” means trademarks, service marks, logos and product names owned by or licensed to Apple.
“Confidential Information” means any information in oral or written form that recipient knows or has reason to know is
confidential information and that is disclosed in connection with these Terms and Conditions or to which recipient may have
access in connection with these Terms and Conditions, including but not limited to the present terms and conditions, business
and marketing plans, financial information and data, personnel information, information regarding strategic alliances, costs or
pricing data, and the identities of customers and prospective customers. Confidential Information shall not include any
information that (i) was rightfully in the possession of recipient prior to disclosure; (ii) was independently developed by
recipient without the use of Confidential Information; or (iii) is now, or hereafter becomes, public knowledge except to the
extent made public in violation of these Terms and Conditions.
“End Users” means persons, such as Purchaser’s employees or customers, to whom Purchaser provides Products as promotional
items.
“Export Law” shall have the meaning provided in section 7.
“Products” means those products that Apple authorizes Purchaser to distribute to End Users in accordance with the Third Party
Promotional Guidelines included as Exhibit A to these Terms and Conditions.
“Product and Promotion Specifications Form” means the online form, included as Exhibit B to these Terms and Conditions, with
details of the promotional product and promotion specifications associated with Purchaser’s orders under these Terms and
Conditions. Such form has to be completed and submitted by Purchaser to Apple before Purchaser places any order under
these Terms and Conditions.
“Purchaser” means the business entity (as defined by Apple from time to time) which has been admitted to purchase Products
under these Terms and Conditions.
“Registration Number” means the registration number indicated in Apple’s quotation.
“Terms and Conditions” means these terms and conditions, Exhibit A (Third Party Promotional Guidelines), Exhibit B (Product
and Promotion Specifications Form) and any documents or materials incorporated by reference thereto.
“Third Party Promotional Guidelines” means the Apple’s promotional guidelines included as Exhibit A to these Terms and
Conditions.
2. Scope
Purchaser may purchase Products solely for provision to End Users without charge and will not purchase Products to resell to
End Users, another entity or individual.
3. Purchaser's Obligations
3.1 Purchaser will not modify the Products, the Product packaging, labels or in-box materials in any way.
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3.2 Purchaser will not make any representations, warranties, or guarantees to End Users or any other person with respect to
the specifications, features, or capabilities of any Products that are inconsistent with Apple’s literature, including all warranties
and disclaimers contained in such literature.
3.3 Purchaser will comply with the terms in the Third Party Promotional Guidelines, which are included as Exhibit A, and in
the Product and Promotion Specifications Form completed and submitted online to Apple, both of them incorporated by this
reference.
3.4 Purchaser must pay any and all applicable value added taxes, duties, levies and other imposts due on account of
purchases under these Terms and Conditions. Purchaser will be responsible for the collection of all applicable value added tax
and any other taxes whatsoever or howsoever associated with the purchase and distribution of Products.
3.5 Purchaser, as importer of Products, shall be responsible for the payment of all copyright levies, recycling fees and other
similar duties imposed on the Products (or parts thereof) or their packaging by central or local authorities, collecting societies
or other institutions. Apple may communicate from time to time that, in relation to specific Products, it has elected to account
to the relevant body and/ or join a scheme, arrangement or collective agreement on Purchaser’s behalf. Where Apple does so,
it may charge these fees, levies or costs to Purchaser on the Product invoices. In addition to the payment of recycling fees or
similar duties, local law or recycling schemes may require importers or scheme members to comply with certain take-back,
collection or recycling requirements. Purchaser shall comply with such requirements and any additional requirements as may
be communicated by Apple from time to time.
3.6 Purchaser shall not promote or use the Products in any manner that suggests an endorsement of Purchaser by Apple, or
that is obscene, unlawful, used to encourage unlawful conduct, associated with oil, drugs, explosives, firearms, tobacco or
alcohol, or otherwise objectionable or in poor taste as determined solely by Apple.
3.7 Purchaser will notify Apple promptly if there is a material change in Purchaser’s ownership, management, or control; or
Purchaser acquires an ownership, managerial or controlling interest in a third party that distributes or services Products.
4. Terms of Purchase
4.1 Before placing any order under these Terms and Conditions, Purchaser must: (i) accept online these Terms and
Conditions by clicking the relevant button for acceptance; (ii) submit a complete Product and Promotion Specifications Form
included as Exhibit B below with details of the promotional product and promotion specifications associated with future
Purchaser’s orders; and (iii) receive a quotation from Apple including a Registration Number.
4.2 Information contained in a quotation or which are given to Purchaser by Apple’s agents or employees constitutes an
invitation to treat but does not constitute an offer by Apple to supply Products. By placing an order, Customer makes an offer
to Apple to purchase the Products.
4.3 Any order placed with Apple must be submitted against the relevant quotation delivered by Apple to Purchaser. Orders
submitted by Purchaser shall include the Registration Number indicated in Apple’s quotation. Orders without the relevant
Registration Number are not valid and will not be accepted by Apple. Purchaser will not challenge the validity or enforceability
of any purchase on the grounds that it was electronically transmitted and/or authorised.
4.4 Any order placed with Apple is subject to acceptance by Apple, and Apple may decline any order, in whole or in part, for
any reason. The taking or acknowledgment of orders by Apple does not, in any way, constitute automatic acceptance of such
orders by Apple. If Apple accepts Purchaser’s order, Apple will deliver an order confirmation and Purchaser will not be able to
change and/or cancel the order. Apple may cancel any accepted order prior to shipment. Orders for customized Products
according to Purchaser specifications may not be cancelled or changed by Purchaser after they have been placed with Apple.
4.5 After acceptance Apple may substitute ordered Products with alternative Products (at the same or different prices) if the
Products ordered cease to become available or Apple is unable to source the relevant components. Upon communicating the
substitution to the Purchaser, the Purchaser may cancel the relevant order in relation to the relevant substituted Product(s)
only, within seven (7) days of being advised of the substitution. If Purchaser cancels the order, Apple shall repay any money
that Purchaser may have paid to Apple in respect of the cancelled order within a reasonable time. Repayment of any monies
paid in advance shall be the extent of Apple’s liability and therefore sole remedy of Purchaser for Apple’s inability to supply and
deliver the ordered Products to Purchaser.
4.6 Delivery dates which might be specified in the order, order confirmation, or in any other communication from Apple
(whether oral or in writing) are estimates only. Unless Purchaser notifies Apple otherwise, Apple may make partial shipments of
Purchaser’s orders. Apple will not be liable for any failure to ship complete orders. Apple will make reasonable efforts to ship
Products according to Purchaser's requested delivery dates, but Purchaser acknowledges that Apple will allocate its available
inventory and make deliveries (including partial shipments) in its sole discretion and without liability to Purchaser. Purchaser
acknowledges that Apple may choose to allocate available inventory to or among Apple’s own retail and web-based stores,
education customers, sales territories, resellers, or otherwise, before Purchaser, and that there may be delays in Apple’s
fulfillment of Purchaser’s orders. Purchaser will be invoiced separately for each partial shipment and will pay each invoice when
due, without regard to subsequent deliveries.
4.7 The price for Products purchased from Apple will be the price indicated in Apple’s order confirmation. In the event of
pricing errors, whether or not these are known to Purchaser or to Apple, Apple may at its option either cancel an accepted
order or substitute the correct price for the incorrect price in relation to any order placed. Prices include standard freight and
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insurance using an Apple-selected carrier. Unless stated otherwise, prices are exclusive of all sales, use or other taxes, including
but not limited to value added tax. All invoiced sums shall be paid in full in the currency of the invoice without deduction or set
off (statutory or otherwise) and in cleared funds. Where no credit facility has been granted to Purchaser or where this has been
withdrawn (in Apple’s absolute discretion) payment will be required in full cleared funds prior to shipment. Where Purchaser is
qualified for credit from Apple, Purchaser will be invoiced upon shipment of Product and such invoice will be due no later than
thirty (30) days from the date of invoice. Purchaser expressly authorizes Apple to set off any amounts due to Purchaser against
any amounts due by Purchaser to Apple under these Terms and Conditions or otherwise. Amounts overdue shall attract an
additional interest charge at the rate of interest (computed daily for each day that payment is late) of the one month Inter Bank
Offer Rate prevailing in the country of payment plus 8% per annum.
4.8 At Apple’s option, shipments may be made on such credit terms as Apple elects to extend to Purchaser at the time the
order is accepted. Without prejudice to its right to terminate the agreement under these Terms and Conditions for breach
under Section 11, Apple reserves the right to withhold shipment and / or to declare all sums immediately due and payable in
the event of a breach by Purchaser of any of its obligations to Apple, including the failure to comply with any credit terms.
Apple reserves the right to vary, change, limit or cancel the amount or duration of credit (either generally or with respect to any
specific order by Purchaser) granted to Purchaser at any time.
4.9 Title and risk of loss to all Products will pass to Purchaser upon shipment from Apple’s shipping location. For Products
shipped pursuant to Apple’s standard practices during the term of these Terms and Conditions, Apple may at its sole discretion
decide to issue credits or refunds, or replace Products returned due to damage in transit or that are lost in transit on a case-by-
case basis. When not shipping Products pursuant to Apple’s standard practices but instead shipping via a carrier selected by
Purchaser, Apple will not issue credits or refunds, or replace Products returned due to damage in transit or that are lost in
transit. Purchaser shall maintain insurance for the Products after delivery to Purchaser’s selected carrier by Apple until the
Products are paid in full to the full replacement value of the Products and shall note Apple’s interest on the policy.
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4.10 Notwithstanding the foregoing, title and the right to retake possession of the Products shall remain with Apple until all
sums owing to it by Purchaser in respect of the Products shall have been paid in full. Purchaser may in the ordinary course of
its business distribute the Products to End Users but Purchaser shall without notice cease to distribute any Products in the
event that Purchaser is in breach of any of its payment obligations under these Terms and Conditions whereupon Apple may,
at Purchaser’s expense, retake possession of the Products and for that purpose Purchaser grants Apple an irrevocable license to
enter the premises where the Products then are, and, at Apple's option, in so doing act in the name of Purchaser.
4.11 Unless otherwise agreed in writing all shipments (which for the purposes of this Section shall be deemed to include the
contents of packaged Products as well as the packages themselves and the number of packages) shall be deemed correct and
undamaged unless at the time of delivery Purchaser specifies on Apple’s delivery documentation the precise shortfall or error
in delivery or informs Apple of such shortfall or error in writing within two (2) working days after the original delivery date of
the given shipment. Purchaser’s failure to inform Apple in this way shall constitute a waiver of any such claim. All
communications with Apple must include the order confirmation number, and the exact nature of the discrepancy between
the order and shipment in number or type of Products shipped. For under-shipments, Apple shall, at its discretion, issue a
replacement shipment, refund the Purchaser or credit to Purchaser’s account within thirty (30) days of receipt of Purchaser’s
written notice.
4.12 Except to the extent that Apple may issue refunds or credits for, or replace damaged Products as provided in this section
4, all sales are final. Purchaser may not return any Products purchased under these Terms and Conditions.
5. Confidentiality
Neither party will use the other’s Confidential Information or disclose such Confidential Information except to employees,
agents or contractors who have a need to know. Purchaser may disclose Apple’s Confidential Information if required to do so
by a regulatory authority, a relevant stock exchange or otherwise by law including any disclosure required by any applicable
freedom of information legislation or code of practice to governmental or environmental regulators provided that to the extent
permitted, Purchaser will (i) notify Apple as soon as practicable upon becoming aware of such obligations; and (ii) co-operate
fully with Apple in avoiding or limiting the disclosure and obtaining assurances as to confidentiality from the body to whom
the Confidential Information is to be disclosed.
6. Product Warranty
6.1 Apple will extend its standard limited warranty to End Users who receive an unmodified Product from Purchaser. The
limited warranty will be effective from the date End User receives the Product from Purchaser, provided that Purchaser supplies
to End Users with a dated document registering the delivery of the Product(s). Apple will be solely responsible for defining its
end user warranty and how it fulfills its warranty obligations.
6.2 APPLE MAKES NO WARRANTY TO PURCHASER, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCTS. TO THE
FULLEST EXTENT PERMITTED BY LAW APPLE SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS ANY STATUTORY WARRANTIES FOR HIDDEN DEFECTS.
7. Export Control
Purchaser shall comply with all laws, regulations and orders of the United States and the member states of the European Union
and the European Free Trade Association applicable to the export, re-export, transfer or resale of Products and related technical
data (“Export Law”). Purchaser shall (i) not export any Product to any country in contravention of any Export Law, or any other
law, and (ii) not export any Product to any country for which an export license or other governmental approval is required
without first obtaining all necessary licenses or other approvals.
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8. Proprietary Rights
8.1 Purchaser agrees that Apple owns all rights in the Apple Marks. Purchaser agrees not to use any Apple trademark, service
mark, logo, trade dress, design, “look and feel” (e.g., the design and layout of Apple’s retail stores or websites, or the name
under which Purchaser does business), in any manner whatsoever, or act in any manner that implies an endorsement of
Purchaser by Apple. Purchaser will not remove, obfuscate or add any mark to any materials provided by Apple or packaging for
Products.
8.2 Purchaser will distribute software that is incorporated in or packaged with Products solely in connection with distribution
of such products, and will have no other rights with respect to such software. Purchaser will pass on to End Users any end-user
software licenses. Purchaser will not disassemble, de-compile, reverse engineer, copy, modify, create derivative works, or
otherwise change any software or its form.
9. Indemnity
9.1 Apple will indemnify Purchaser from damages finally awarded or amounts paid in settlement as a result of any claim or
threat of claim brought against Purchaser for any patent, trademark, copyright, trade secret infringement within the European
Union or the European Free Trade Association by reason of Purchaser's purchase or use of Apple-branded Products that
Purchaser has paid to acquire; provided Purchaser promptly notifies Apple in writing of such claim, and cooperates with Apple
in and grants Apple sole authority to control the defense and any related settlement. Apple is not liable for any claim of
infringement arising from any modification of the Products or use in a way not specified by Apple. This clause sets out Apple's
sole liability and Purchaser's exclusive remedy for any infringement or alleged infringement of a patent, copyright or other
proprietary right by a Product.
9.2 Purchaser will defend, hold harmless and indemnify Apple against any claim or threat of claim brought by an End User
against Apple arising out of the acts or omissions of Purchaser or its employees or agents.
10. Limitation of Liability and Remedies
DIRECT DAMAGES FOR ALL CLAIMS MADE BY PURCHASER ARISING WITH RESPECT TO ANY PRODUCT PURCHASER BUYS FROM
APPLE SHALL BE LIMITED TO ANY AMOUNTS PAID TO APPLE WITHIN THE PREVIOUS TWELVE (12) MONTHS, NOT TO EXCEED
ONE HUNDRED THOUSAND EUROS (€100,000) FOR ALL CLAIMS ARISING OUT OF THESE TERMS AND CONDITIONS. IN NO EVENT,
WHETHER AS A RESULT OF BREACH OF CONTRACT, WARRANTY, TORT, STRICT LIABILITY, STATUTE OR OTHERWISE, SHALL APPLE
BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING WITHOUT LIMITATION, FOR (i) LOSS
OF BUSINESS PROFITS OR REVENUE; (ii) LOSS OF DATA; (iii) INTERRUPTION IN USE; (iv) UNAVAILABILITY OF DATA, (v) THE COST
OF THE PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (vi) PUNITIVE OR EXEMPLARY DAMAGES; OR (vii) ANY OTHER
CONSEQUENTIAL OR INDIRECT LOSS OR DAMAGE WHATSOEVER OR HOWSOEVER ARISING. This limitation is a critical element of
the parties’ bargained-for consideration and will be effective even in the event Apple is informed in advance of the possibility
of such damages. The remedies set forth in these Terms and Conditions shall be Purchaser’s sole and exclusive remedies for
any claims against Apple under or related to these Terms and Conditions.
11. Term, Termination and Variation
11.1 Unless terminated earlier as provided in these Terms and Conditions, these Terms and Conditions are valid only for one
promotion as specified in the Product and Promotion Specifications Form and will automatically expire three months after the
End Date indicated by Purchaser in the Product and Promotion Specifications Form. If Purchaser decides to undertake a
different promotion, Purchaser must complete a new registration process including the submission of a new Product and
Promotion Specifications Form.
11.2 Either party may terminate the contract between Apple and Purchaser under these Terms and Conditions without cause
upon thirty (30) days prior written notice. Apple may terminate the contract between Apple and Purchaser under these Terms
and Conditions at any time without the requirement to give any notice if: (i) Purchaser defaults in any payment due to Apple
and such default continues unremedied for a period of fourteen (14) days after written notice thereof; (ii) Purchaser fails to
perform any material obligation or responsibility contained in these Terms and Conditions; (iii) Purchaser is in breach of any
non-material term or condition under these Terms and Conditions and such failure or default continues unremedied for a
period of thirty (30) days after written notice thereof; (iv) Purchaser is merged, consolidated, sells all or substantially all of its
assets, or implements or suffers any significant change in management or control whether or not Apple is informed thereof; or
(v) Purchaser engages in any unlawful or unfair business practice. Purchaser may terminate the contract between Apple and
Purchaser under these Terms and Conditions at any time if Apple fails to perform any material obligation or responsibility and
such failure continues unremedied for a period of thirty (30) days after written notice thereof.
11.3 If a receiver, administrator, administrative receiver, insolvency practitioner or similar official is appointed in respect of
either party or its property, or if either party makes an assignment of substantially all of its assets for the benefit of its creditors,
or if any bankruptcy or insolvency proceedings are commenced by or against either party, or if either party is liquidated,
dissolved, has a petition presented or an order made for its winding up or ceases or threatens to cease to trade then the
contract between Apple and Purchaser under these Terms and Conditions may be terminated upon seven (7) days written
notice by the other party.
11.4 In the event notice is given terminating the contract between Apple and Purchaser under these Terms and Conditions: (i)
all Apple invoices shall become due and payable as of the date of notice of termination; (ii) Apple may refuse all or part of
Purchaser's orders received by Apple after the date of notice of termination; and (iii) Purchaser will cease placing new orders.
11.5 Apple shall be entitled in its absolute discretion to make variations and amendments to these Terms and Conditions
upon 60 day’s written notice to Purchaser which notice may be given by e-mail.
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11.6 Those sections that by their nature survive expiration or termination of these Terms and Conditions will survive expiration
or termination.
12. General Terms
12.1 These Terms and Conditions shall be governed by and construed in accordance with the laws of the Republic of Ireland
and the parties submit to the jurisdiction of the courts of the Republic of Ireland. Apple reserves the right to institute
proceedings against Purchaser in the courts having jurisdiction in the place where Purchaser has its seat or in any jurisdiction
where a harm to Apple is occurring.
12.2 Any notice under these Terms and Conditions must be in writing to the other party at the following addresses:
Apple Distribution International
Hollyhill Industrial Estate,
Hollyhill, Cork
Ireland
Purchaser: to the address provided by Purchaser upon registration and acceptation of these Terms and Conditions online.
Notices will be deemed given upon the actual receipt. Notices may be sent via ground service, air service, email or facsimile.
Either party may give notice of its change of address for receipt of notices by giving notice in accordance with this clause.
12.3 If a court of competent jurisdiction holds that any provision of these Terms and Conditions is invalid or unenforceable,
the remaining portions of these Terms and Conditions will remain in full force and effect, and the parties will replace the invalid
or unenforceable provision with a valid and enforceable provision that achieves the original intent of the parties and economic
effect of the Terms and Conditions save to the extent that such change affects the fundamental intention of these Terms and
Conditions whereby these Terms and Conditions will be deemed to be void.
12.4 Neither party will be liable for delay or failure to fulfil its obligations under these Terms and Conditions, other than
payment obligations, due to unforeseen circumstances or causes beyond the parties’ reasonable control, including, but not
limited to, acts of God, war, riot, embargoes, acts of civil or military authorities, acts of terrorism or sabotage, electronic viruses
or corrupting microcode, fire, flood, accident, strikes, inability to secure transportation, failure of communications networks, or
shortage of supply or failure to deliver by Apple’s vendors, provided such party promptly notifies the other party and uses
reasonable efforts to correct such failure or delay in its performance.
12.5 A party’s waiver of any breach by the other party or failure to enforce a remedy will not be considered a waiver of
subsequent breaches of the same or of a different kind.
12.6 These Terms and Conditions will be binding upon and inure to the benefit of the successors and representatives of the
parties. Purchaser may not assign, in whole or in part, the contract between Apple and Purchaser under these Terms and
Conditions without Apple’s prior written approval.
12.7 Purchaser is an independent contractor, has no power or authority to bind Apple, and is contracting for certain goods.
Nothing in these Terms and Conditions will be construed as creating any relationship such as employer-employee, principal-
agent or franchisor-franchisee. Purchaser acknowledges that Apple can sell or distribute Products directly to any person,
including End Users.
12.8 Apple and Purchaser acknowledge that these Terms and Conditions supersedes and extinguishes all previous agreements
and representations of, between or on behalf of the parties with respect to its subject matter. These Terms and Conditions
contains all of Apple’s and Purchaser’s agreements, warranties, understandings, conditions, covenants, and representations
with respect to its subject matter. Neither Apple nor Purchaser will be liable for any agreements, warranties, understandings,
conditions, covenants, or representations not expressly set forth or referenced in these Terms and Conditions. Apple is deemed
to have refused any different or additional provisions in purchase orders, invoices, Product and Promotion Specifications Forms
or similar documents, unless Apple affirmatively accepts such provision in writing, and such refused provisions will be
unenforceable. The individual executing either these Terms and Conditions or submitting a Product and Promotion
Specifications Form on behalf of Purchaser certifies that he or she has authority to contractually bind Purchaser to these Terms
and Conditions.
12.9 Except as otherwise provided in these Terms and Conditions, no modification to these Terms and Conditions will be
binding unless in writing and signed by an authorized representative of each party.
12.10 A person who is not a party to these Terms and Conditions has no rights under any law to enforce any term of these
Terms and Conditions.
12.11 By placing an order, Purchaser agrees and understands that Apple may store, process and use data collected from
Purchaser’s order form or phone/fax/email order for the purposes of processing the order. Apple may also share such data
globally within the Apple group of companies. All Apple companies shall protect Purchaser’s information in accordance with
the Apple Customer Privacy Policy available at the URL http://www.apple.com/uk/legal/privacy/. Apple works with other
companies that help Apple provide Products to Purchaser. For example Apple may provide Purchaser’s information to these
companies for the shipment of Products to Purchaser. For more detailed information on how Apple protects Purchaser’s
information please refer to Apple Customer Privacy Policy available at the URL www.apple.com/uk/legal/privacy.
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12.12 Purchaser will provide to Apple any information pertaining to Purchaser's performance under these Terms and
Conditions that Apple may reasonably request, in formats prescribed by Apple. During the term of validity of these Terms and
Conditions and for five (5) years after its expiration or termination, Apple will have the right to inspect Purchaser’s facilities at
any time during regular business hours for purposes of verifying Purchaser’s compliance with the terms of these Terms and
Conditions. Purchaser will maintain its records, contracts and accounts relating to the distribution of Products for at least five
(5) years including the identity of End Users (to the extent permitted by law), the date of distribution of such Products to End
Users, the serial numbers of the Products and make such information available to Apple upon reasonable request, during the
term of validity of these Terms and Conditions and for five (5) years after its expiration or termination. In the event that Apple
decides to communicate safety notices or implement safety changes on Products, upon Apple’s request, and at no cost to
Apple, Purchaser will (i) communicate promptly to End Users all Apple safety notices, (ii) reasonably assist with the proactive
implementation of safety changes/recalls of Products in relation to End Users and (iii) report to Apple promptly the progress of
such actions.
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Exhibit A
Apple’s Third Party Promotion Guidelines
1. Apple for Promotions.
If you choose to give Apple Products away in any form of promotion or use Apple Products in promotional materials such as
advertising, you must follow these guidelines. Strict adherence is essential because Apple may hold your company or you
responsible if your use of Apple Products for promotional purposes does not conform to the following guidelines. In any event,
we reserve the right to revoke our consent to your use of Apple Products in your promotion at any time and for any reason.
For purposes of these Terms and Conditions, “Products" presently includes, iPod shuffle, iPod nano, iPod touch and iPod classic,
but not iPhone, iTunes Gift Cards and Apple TV, which may not be used in third-party promotions. However, Apple reserves the
right to add or remove products from the list of products that may be used in third-party promotions at any time. Before
undertaking any promotion using Apple Products, you should contact Apple or your Authorized Apple Purchaser to be certain
that the products you wish to order can be used in third-party promotions.
2. "Free" as a Modifier in Apple Product References.
The use of "free" as a modifier in any Apple Product reference in a prominent manner (headlines, call-outs, etc.) is prohibited.
Additionally, "free" as a modifier of Apple Products in a less prominent context is strongly discouraged unless it is clear to the
end consumer that the third party, not Apple, is gifting the product in return for some transaction. (Ex. "Sign up for a checking
account and we'll give you an iPod shuffle." or "Win an iPod nano when you refer a 10 friends to [INSERT COMPANY NAME]").
3. All Promotional Materials Require Apple's Review.
You must submit all marketing materials related to the promotion of Apple Products to Apple for review. Please submit
materials to your Corporate Gifting and Rewards Account Executive with sufficient leadtime to enable Apple to complete its
review before you begin use of the materials.
4. Use of Apple Products In Promotions—General.
You may NOT use Apple Products or photographs thereof in any manner that falsely suggests an association with Apple or is
likely to reduce, diminish or damage the goodwill, value or reputation associated with Apple products or Apple, itself.
5. Use of Photography.
If you wish to use photography of an Apple Product in your campaign, you will need to shoot your own photography. Apple
will not and cannot give you permission to use corporate photography found on the Apple website or elsewhere. If you shoot
your own photographs of Apple Products to use in your promotional materials, the following guidelines must be strictly
adhered to:
• Only the most current Apple Products may be featured.
• Do not alter or distort Apple Product photos in any way.
• Always feature Product "as is" (do not place within decorative cases, etc.).
• Do not omit portions or use a partial photograph of Apple Products.
• Never animate Apple Products.
• Never feature Apple Products larger than actual size.
• Always show products on a plain background.
• Do not clutter Apple Product photos with props, models or marketing messages.
• Do not use album artwork, video content or any material if you do not have the usage rights to do so.
• Do not add customized images or messages on the display screen of Apple Products.
• Images may not be used on disposable packaging.
• Never unlawfully use or copy trademarks or copyrighted materials of Apple.
6. Using Apple Intellectual Property.
You may use Apple's intellectual property only in accordance with Apple's published guidelines, which are available at the
following websites:
• Current Apple Trademark List:
www.apple.com/legal/trademark/appletmlist.html
• Guidelines for Using Apple Trademarks and Copyrights:
www.apple.com/legal/guidelinesfor3rdparties.html
The applicable Guidelines are subject to change at Apple's sole discretion and without notice to you.
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7. Use of Myriad Set Font.
You may NOT use the Myriad Set font on or in connection with web sites, products, packaging, manuals, or
promotional/advertising materials.
8. Required disclaimer.
Please also include the following statement at the end of Apple legal language: “Apple is not a participant in or sponsor of this
promotion.”
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Exhibit B
Product and Promotion Specifications Form
Please insert below the product and promotion specifications associated with your future order(s) under these Terms and
Conditions. This Product and Promotion Specifications Form is subject to the Terms and Conditions above.
A. Promotion Details
1. Purchaser’s promotion program:
2. Purchaser's customer(s):
3. Period of promotion shall be from:
Start Date:
End Date:
B. Product Details
Products to be purchased:
· Part Number:
Qty:
· Part Number:
Qty:
· Part Number:
Qty:
[ ] I understand that by clicking this box I confirm that: (i) I have read, understood and accepted the Terms and Conditions
for Apple Promotional Products Sales and Exhibit A (Apple’s Third Party Promotion Guidelines) stated above without
reserve; (ii) all information provided in Exhibit B - Product and Promotion Specifications Form - is complete and accurate
and that such information is subject to the Terms and Conditions for Apple Promotional Products Sales; (iii) I accept that
such Terms and Conditions (including Exhibit A - Apple’s Third Party Promotion Guidelines – and Exhibit B – Product and
Promotion Specifications Form) will govern any future order placed by the company ("Purchaser") on behalf of which I am
making this registration with Apple; and (iv) I am fully entitled to act on behalf of and bind the Purchaser.
