Western Digital Pro Rewards Program Terms & Conditions

Last Modified: December 1, 2023

Western Digital Technologies, Inc. (“WD,” “we,” “us”) offers its reseller and system integrator customers who buy a select line-up of WD products the opportunity to participate in the Western Digital Pro Rewards Program (the “Program”) and earn rewards and incentives such as direct incentives, training, member-only promotions, exclusive access to marketing tools, and more while maintaining established purchasing and fulfillment relationships with our distributors and other specific vendors (as WD may identify within a Member account from time to time) (“Vendors”). These Program terms and conditions (“Terms & Conditions”) govern the Program and WD’s relationship with members of the Program (each a “Member” and, collectively, the “Members”) and users of the Program on the www.westerndigital.com website (“Site”). Membership in the Program (and/or use of the Site) is subject to these Terms & Conditions, and unless specifically indicated otherwise, these Terms & Conditions apply to all Members and users of the Site. By continuing to use this Site and/or becoming a Member of the Program, you, the Member and/or user accept and agree to comply with these Terms & Conditions. If you, the Member and/or user do not agree to these Terms & Conditions, you, the Member and/or user may not access, browse, or otherwise use the Site. These Terms & Conditions and the Program Details (as defined in Section I.1 below) contain the entire agreement with respect to the subject matter hereof and supersede all representations made, whether oral or written, and previous promotional rewards or loyalty program terms and conditions, rules, regulations, policies, and procedures that may have previously been in effect with respect to the subject matter herein.

By submitting a request to WD to become a Member, you, the representative of such business, organization, and/or institution (“you”) hereby confirm that you have read and agree to these Terms & Conditions and agree, warrant and represent that:

1. You have read, understood and accepted these Terms & Conditions on behalf of the business, organization, and/or institution you are enrolling and confirm that your completion of the electronic acceptance process for these Terms & Conditions is equivalent to your handwritten signature to accept these Terms & Conditions;
2. You are an authorized representative of the business, organization, and/or institution that you are enrolling, and have the right and authority to bind, and hereby do enroll and bind, the business, organization, and/or institution to these Terms & Conditions, any other rules, regulations, policies, procedures referenced herein, and any additional terms and conditions necessary for access to and use of any password-controlled content related to the Program;
3. The business, organization, and/or institution that you are enrolling: (i) is eligible for membership, (ii) will only activate one Member account (which may include sub-accounts, if permitted by WD, for individual users for each Member, however, any Program benefits earned via a sub-account will benefit the Member account only; sub-accounts are ineligible for Program benefits), and (iii) will be enrolled in only one promotional rewards, rebate program, discount program or loyalty program with WD;
4. Participation in the Program is consistent with the internal policies of the business, organization, and/or institution that you are enrolling;
5. Information provided by you in the enrollment process is accurate and complete;
6. The business, organization, and/or institution that you are enrolling owns all right, title, and interest in and to its trademarks that are licensed herein; and
7. You and the business, organization, and/or institution that you are enrolling are responsible for following and will comply with the most recent version of WD's Trademark and Logo Usage Guidelines and any and all applicable laws.

If you require clarification or further information with regard to any of these Terms & Conditions, you may contact WD via the Contact Us link at https://www.westerndigital.com/company/contact-us

1. Program membership and its benefits are offered at the sole discretion of WD, and participation in the Program is subject to these Terms & Conditions, and any other rules, regulations, policies, or procedures that WD may, in its discretion, adopt from time to time (collectively, the “Program Details”). WD has the sole discretion to interpret and apply these Terms & Conditions and any Program Details, and all related questions or disputes regarding same will be resolved by WD in its sole discretion.
2. WD may amend the Program Details at any time without notice. These Terms & Conditions may only be modified, superseded, or changed in writing by WD.
3. Program eligibility and membership shall be determined at the sole discretion of WD. WD reserves the right, in its sole discretion, to determine a Member’s membership status, including accepting a Member into the Program, terminating a Member from the Program, and determining whether a Member is entitled to receive rewards (or whether such Member is entitled to use the Program for informational and instructional purposes only).
4. Program membership is generally available to businesses, organizations, and/or institutions that meet the qualifying criteria for membership (“Customers”). Membership is limited to one (1) per business, organization, and/or institution. Individuals (and certain online resellers that have a direct promotional relationship with WD) are excluded from Program membership.
5. Qualifying criteria for membership and membership levels may differ from country to country.
6. Decisions made by WD regarding eligibility, membership, and termination of membership are final and are not subject to dispute.
7. The Program features multiple membership categories and levels. Membership qualifying criteria generally differ for each category and level. Membership level eligibility shall be determined at the sole discretion of WD. The criteria and time period for membership level classification is described in your Member account.
8. Certain Customers may not be eligible to participate in the Program due to (i) other arrangements or agreements in place for the benefit of those Customers; (ii) restrictions imposed by applicable local, state, federal, or foreign laws, rules, regulations, ordinances, codes, orders, or decrees (e.g., restrictions prohibiting governmental agencies from participating in programs offering rewards or benefits); or (iii) the failure to satisfy the qualifying criteria imposed by WD in its sole discretion.
9. WD’s authorized distributors and Vendors may enroll in the Program. However, WD’s authorized distributors and Vendors are not entitled to earn and redeem Points (as defined below) in connection with their Program membership. Such Members are only entitled to use the Program for (and such Members’ Program membership shall be limited to) informational and instructional purposes.
10. WD reserves the right, in its sole discretion, to create and execute ad hoc incentive or benefit programs that may deviate from, be in addition to, or be a permanent or temporary replacement for the Program or certain parts, Points or Rewards of the Program. Eligibility and any additional terms and conditions for such ad hoc incentive or benefit programs shall be determined at the sole discretion of WD.
11. Rewards provided by this Program are intended to inure solely for the benefit of the Customer enrolled in the Program. Individuals enrolling in the Program on behalf of Customer must ensure that all appropriate Customer owners and/or representatives are notified of Customer’s participation in, and receipt of any benefits from, the Program. Program participation is prohibited in any circumstance where such participation has not been authorized by and disclosed to an authorized Customer owner and/or representative. You warrant and represent that participation in the Program would not impair your duty of loyalty to Customer or otherwise create conflicts of interest between you and Customer. You must immediately notify WD and Customer in writing in the event participation in the Program creates a conflict of interest or impairs your duty of loyalty to Customer.

1. Membership benefits generally differ across membership categories and levels, and may vary by country/region. WD may cap the number of Points (as defined below) that certain Members may earn. Members may also be required to reach certain Point totals (and/or minimum Point averages) in order to be eligible for certain types of Rewards (as defined below).
2. Earning Program Points
   
   1. Members may earn Program points (“Points”) when they purchase certain eligible WD products in new condition (not recertified and/or refurbished) from WD’s authorized distributors and/or Vendors. The list of WD products eligible to earn Points in the Program will be set out in the Member account for the applicable country/region for the Member. WD may change the products and/or Points for such products set out in the Member account at any time without prior notice and at its sole discretion.
   2. WD will use point of sales reports provided to WD by WD’s authorized distributors and Vendors and/or Customer registration information submitted to WD as the primary basis for determining the number of Points earned by a Member. WD may also use such other reports and resources as it believes are appropriate to determine or audit a Member’s Points earnings, in its sole discretion.
   3. WD shall determine, in its sole discretion, the number of Points (if any) awarded to Members for eligible purchases, and WD shall be entitled to change the number of Points awarded for eligible purchases at any time. WD’s decisions as to whether a purchase is a purchase eligible for Points and how many Points such purchase may earn are final and are not subject to dispute for any reason by the Member concerned or by any third party, except at WD’s sole discretion. WD reserves the right to correct any Points posted in error.
   4. The list of WD products eligible for Points and the Point values assigned to eligible purchases may vary from country to country or by membership level, as determined by WD in its sole discretion.
   5. Points will be earned and accrued during each points earning period, as set forth in the Member account after logging into the Site (“Program Period”). POINTS EARNED DURING A PARTICULAR PROGRAM PERIOD WILL BE ATTRIBUTED ONLY TO THE PROGRAM PERIOD IN WHICH THEY WERE ACCRUED AND CANNOT BE CARRIED FORWARD TO THE NEXT PROGRAM PERIOD FOR EITHER EARNING OR REDEMPTION PURPOSES, UNLESS SPECIFIED OTHERWISE.
3. Redeeming Program Points
   
   1. In order to redeem Points for certain rewards identified by WD within a Member’s account (“Rewards”), a Member must have accumulated a minimum number of Points in a Program Period. The minimum number of Points required is set forth in the Member account after logging into the Site. A Member may redeem Points for Rewards if the Member has met or exceeded the minimum Points required for redemption, as imposed by WD for the specific Reward. A Member that fails to meet the applicable minimum Points requirement for a specific Program Period may not be eligible to redeem Points for any Reward for that Program Period, and all points earned by the Member for that Program Period will be forfeited at the beginning of a new Program Period, unless otherwise specified.
   2. Information about Rewards is available in your Member account after logging into the Site. WD may modify the Rewards available for redemption at any time during the Program without prior notice.
   3. Neither Points nor Rewards are transferable.
   4. A Member has no right to request or require substitution of a Reward. WD reserves the right to substitute a Reward of equal or greater value if a Reward is unavailable (or for any other reason) at its sole discretion.
   5. Program Rewards will not be available to Members that have not complied with all of these Terms & Conditions, as determined by WD in its sole discretion. WD may require proof of compliance and/or may audit and inspect, or have an independent third party auditor inspect and audit, a Member’s records from time to time to confirm the Member’s compliance with these Terms & Conditions.
4. Redeeming Program Points
   
   1. Information about any further benefits of membership in a category and/or level is available in your Member account after logging into the Site. Members in certain countries may be eligible to evaluate certain WD products at a discounted price (“Evaluation Program”). The Evaluation Program discount may not be combined with any other discount. Taxes, shipping, handling and other fees may apply to an Evaluation Program purchase. Limitations on the number of WD products available per eligible Member may also apply. Member understands and agrees that any WD products purchased through the Evaluation Program are for use only by the Member and may not be resold.
   2. WD may modify membership benefits and incentives at any time during the Program without prior notice.

1. The Program shall continue until such time as WD, in its sole discretion, elects to designate a Program termination date. WD has the right to terminate the Program at any time, for any reason, by providing notice on the Site. WD may terminate the Program without such notice, in whole or in part, in any jurisdiction(s), unless otherwise required to provide notice by applicable law.
2. WD reserves the right to discontinue, revoke, terminate, cancel, or suspend any membership, Reward, and/or any and all unredeemed Points, or take other action at its sole and unfettered discretion, in cases of: (1) Member violation of these Program Details; (2) Member fraud or abuse involving the Program, Point earning, Reward redemption, or the Evaluation Program; (3) misrepresentation of any information or any misuse of this Program; (4) violation of any national, state, or local law or regulation in connection with the use of membership privileges; (5) failure to pay any bills due to WD; (6) payment of a check to WD that is returned for insufficient funds or is invalid for any reason; (7) maintenance of more than one active account per Member; (8) physical, verbal, or written abuse of WD personnel; (9) action, in any other way, to the detriment of the Program or WD, including without limitation any infringement or violation of WD's intellectual property rights; or (10) WD’s termination of the Program; all as may be determined by WD in its sole discretion. In addition to discontinuance of Program membership, WD shall have the right to take appropriate administrative and/or legal action, including, without limitation, criminal prosecution, as it deems necessary in its sole discretion. Subject to applicable law, membership will terminate automatically upon a Member’s filing for bankruptcy or otherwise becoming subject to a bankruptcy proceeding.
3. Discontinued, revoked, terminated or cancelled membership will result in the loss of all accumulated Points and the closing of the Member’s account. If WD revokes a Member’s account for any reason, the Member may not reapply for membership and any account opened in the Member’s name and Points earned in that account shall be forfeited upon discovery.
4. If a Member cancels its membership, or if the Member’s account is closed due to inactivity, the Member may reapply for membership at a later date, but it will not recover any Points forfeited from the prior membership.

1. YOU, THE MEMBER AND USER EACH AGREE THAT WD AND ITS AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES, AND AGENTS (COLLECTIVELY, THE “RELEASED PARTIES”) WILL HAVE NO LIABILITY OR RESPONSIBILITY WHATSOEVER FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES OR ANY FINANCIAL LOSS (INCLUDING, BUT NOT LIMITED TO, LOST REVENUE, LOST PROFITS, EXPENSES OR BUSINESS INTERRUPTION) WHATSOEVER, WITH RESPECT TO ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THE USE OR INABILITY TO USE THE PROGRAM, THE SITE OR THE MATERIALS, INFORMATION, OR SERVICES CONTAINED IN OR ACCESSIBLE FROM THIS SITE OR ALLEGED TO HAVE RESULTED FROM AN ACT OR OMISSION OF ANY OF THE RELEASED PARTIES UNDER ANY THEORY OF LIABILITY, WHETHER BASED ON CONTRACT, TORT OR OTHERWISE, EVEN IF THE RELEASED PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL THE RELEASED PARTIES’ LIABILITY EXCEED THE AMOUNT PAID BY YOU, THE MEMBER OR USER, AS APPLICABLE, FOR THE PROGRAM. FURTHERMORE, YOU, THE MEMBER AND USER EACH AGREE TO HOLD THE RELEASED PARTIES HARMLESS FOR ANY LIABILITY FOR ANY INJURIES, LOSSES, OR DAMAGES OF ANY KIND, INCLUDING PERSONAL INJURY OR DEATH, OR PROPERTY DAMAGE, ARISING IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, FROM ANY ACTION TAKEN OR NEGLECTED TO BE TAKEN WITH REGARD TO THE PROGRAM, ANY REWARD, THE SITE OR ANY ACTION BY YOU, THE MEMBER OR USER, AS APPLICABLE, WHICH VIOLATES THESE TERMS & CONDITIONS, ANY LAW OR REGULATION. YOU, THE MEMBER AND USER EACH AGREE TO DEFEND THE RELEASED PARTIES FROM AND AGAINST ANY AND ALL ACTIONS, CAUSES OF ACTION, SUITS, CLAIMS, LIABILITIES AND JUDGMENTS (EACH A “CLAIM”) AND INDEMNIFY THE RELEASED PARTIES FOR ALL COSTS, EXPENSES (INCLUDING LEGAL FEES) AND DAMAGES THEY INCUR INSOFAR AS SUCH CLAIM IS BROUGHT BY A THIRD PARTY AND ARISES OUT OF OR IS RELATED TO ANY ALLEGATION THAT YOU, THE MEMBER AND/OR USER HAS VIOLATED ANY TERMS WITHIN THESE TERMS & CONDITIONS, ANY LAW OR REGULATION.
   
2. THE RELEASED PARTIES ARE NOT RESPONSIBLE FOR (A) LOSS OR MISDIRECTION OF, OR DELAY IN RECEIVING, ANY MEMBERSHIP CORRESPONDENCE OR REWARD; (B) THEFT OR UNAUTHORIHIZED REDEMPTION OF POINTS OR REWARDS OR USE OF REWARDS CAUSED BY CIRCUMSTANCES BEYOND THE REASONABLE CONTROL OF THE RELEASED PARTIES; (C) ANY ACTS OR OMISSIONS OF THIRD PARTIES; OR (D) ANY ERRORS PUBLISHED IN RELATION TO THE REWARDS OR THE PROGRAM, INCLUDING, WITHOUT LIMITATION, ANY TYPOGRAPHICAL ERRORS, ERRORS OF DESCRIPTION, AND ERRORS REGARDING ELIGIBLE PURCHASES OR ELIGIBLE REWARDS. WD RESERVES THE RIGHT TO CORRECT ANY ERRORS WITHOUT NOTICE.
3. IN NO EVENT SHALL THE RELEASED PARTIES BE LIABLE TO YOU, ANY MEMBER OR USER FOR ANY DELAY IN OR FAILURE TO PERFORM DUE TO CAUSES BEYOND ANY OF THE RELEASED PARTIES’ CONTROL, INCLUDING, WITHOUT LIMITATION, ANY ACT OF GOD, ACT OF WAR, NATURAL DISASTER, WEATHER, TERRORISM, OR ANY ACT OR OMISSION OF A THIRD PARTY.
4. THE SOLE REMEDY AVAILABLE TO THE MEMBER WITH RESPECT TO ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THE USE OR INABILITY TO USE THE PROGRAM, THE SITE OR THE MATERIALS, INFORMATION, OR SERVICES CONTAINED IN OR ACCESSIBLE FROM THIS SITE OR ALLEGED TO HAVE RESULTED FROM AN ACT OR OMISSION OF ANY OF THE RELEASED PARTIES (REGARDLESS OF WHETHER THE MEMBER’S CLAIM IS BASED IN LAW OR EQUITY) SHALL BE THE CREDITING OR RE-CREDITING TO THE MEMBER’S PROGRAM ACCOUNT OF POINTS IN AN AMOUNT NO GREATER THAN THE NUMBER OF POINTS AT ISSUE OR THE VALUE OF THE REWARD OR OTHER INCENTIVE AT ISSUE.
5. SOME JURISDICTIONS MAY NOT ALLOW SUCH EXCLUSIONS OR LIMITATIONS OF LIABILITY FOR DAMAGES AS PROVIDED IN THESE TERMS & CONDITIONS. IN SUCH JURISDICTIONS, LIABILITY IS LIMITED TO THE FULL EXTENT PERMITTED BY LAW.
6. THIS SECTION WILL SURVIVE TERMINATION OF A MEMBER’S PARTICIPATION IN THE PROGRAM.
7. THE MEMBER IS RESPONSIBLE FOR ALL APPLICABLE TAXES (FEDERAL, STATE, LOCAL, AND/OR FOREIGN) LEVIED UPON THE REWARDS REDEEMED BY THE MEMBER UNDER THE PROGRAM.

1. General
   
   1. Members may be provided with the ability to use usernames, passwords, or other codes or devices to gain access to restricted portions (“Access Codes”) of the Site. The content contained in such restricted areas is confidential to WD, and is provided to the Member for its personal use only. Member agrees to (i) protect WD’s information identified as confidential or that reasonably should be considered confidential (“Confidential Information”); (ii) use Confidential Information only to fulfill its obligations under these Terms & Conditions; and (iii) promptly return Confidential Information to WD upon written request by WD or termination of these Terms & Conditions, whichever occurs first. Member’s confidentiality obligations for Confidential Information shall survive five (5) years from the date of Member’s termination from the Program. WD reserves the right to prohibit the use of such Access Codes by the Member or on its behalf by third parties, where WD determines that such use interferes with the Site’s operation or results in commercial benefits for other entities to WD’s detriment.
   2. WD authorizes Members and users of the Site to view and download materials (“Materials”) available on the Site only for such Members’ or users’ (as applicable) personal and commercial use; provided, however, that Members and users (as applicable) refrain from removing any copyright and other proprietary notices contained in the original Materials or in any copies of the Materials. The copyright in the Materials is held by WD, its subsidiaries or affiliates, or third parties. Members and users of the Site may not modify the Materials available on the Site in any way or in any form or by any means, including, without limitation, electronic, mechanical, photocopying, recording, or otherwise, without the prior written permission of WD or other copyright owner.
   3. Links to third party websites from the Site are provided solely as a convenience to Members and users of the Site. If a Member or user of the Site uses these links, such Member or user (as applicable) will leave the Site. WD has not reviewed all of these sites or their content. WD does not endorse or make any representations about them, or any information, software, or other products or materials found there, or any results that may be obtained from using them. If a Member or user of the Site decides to access any of the third party websites linked to or from the Site, such Member or user (as applicable) does so entirely at their own risk.
2. Disclaimer
   
   1. EXCEPT AS SPECIFICALLY PROVIDED OTHERWISE IN THESE TERMS & CONDITIONS, THE PROGRAM, REWARDS, SITE, AND MATERIALS, INFORMATION AND SERVICES AT THIS SITE ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS OTHERWISE STATED HEREIN, WD DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF ANY THIRD PARTY RIGHTS. SOME JURISDICTIONS MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU, THE MEMBER AND/OR USER. YOU, THE MEMBER AND USER ARE RESPONSIBLE FOR CHECKING LOCAL LAWS FOR ANY RESTRICTIONS OR LIMITATIONS REGARDING THESE LIMITATIONS OR EXCLUSIONS.
   2. WD does not warrant or make any representation regarding the quality, validity, accuracy, or completeness of the Program, the Program Details, the Materials or any services, or that your, a Member’s and/or a user’s use of the Site will be uninterrupted or error-free, or that the Site is free from any viruses or other harmful mechanisms.
   3. WD may make changes to this Program, the Site, the Materials or any services related thereto, or to the products, specifications, or information described in them, at any time without notice. This Site and/or the Materials may refer to products, programs, or services that are not available in a particular country or region. Members should consult with their local WD authorized distributor and/or Vendor for information concerning the products, programs, and services that may be available to such Members.

1. General
   
   1. WD’s failure to enforce any right or provision of these Terms & Conditions does not constitute a waiver of that right or provision. WD may revise the Terms & Conditions at any time by posting the revised Terms & Conditions (as applicable) on this Site. A Member’s continued use of the Site and/or the Program after the posting of any changes to these Terms & Conditions constitutes such Member’s acceptance of those changes. To view the most current version of these Terms & Conditions at any time, click on the “Terms & Conditions” link available on the Site.
   2. All questions or disputes regarding these Terms & Conditions will be resolved by WD in its sole discretion.
   3. WD reserves the right to verify that Members have at all times complied with eligibility conditions and the right at all times to monitor Members’ participation in the Program to ensure compliance with these Terms & Conditions. WD also reserves the right to review, retain, and/or disclose any information that it collects from Members through the Program as necessary to satisfy any applicable law, regulation, legal process, or governmental request. Calls to and from WD’s Customer Service Teams may be monitored and/or recorded for training and security purposes.
   4. If WD, its affiliates, or agents determine, in their sole discretion, that they suspect the presence of electronic forgery in the Program or if in fact this has been the case, or if technical difficulties compromise the Program’s integrity, WD may cancel or modify the Program and/or cancel memberships under suspicion. Any attempt by a Member or any other individual to deliberately harm the Site or sabotage the Program’s legitimate operation is a violation of penal and civil laws and WD reserves the right to seek redress against the responsible party or parties to the maximum extent allowed by law.
   5. WD will not be held responsible for Members entering incomplete or wrong information, or for the technical malfunction of the Internet, phone networks or the software (or the combination of either), or for data lost, delayed, or spoiled. WD is not responsible for typographical or printing errors in any materials related to the Program. WD will not accept responsibility for damaged, lost, or misdirected email, mail, or faxes. Proof of emailing/posting/faxing is not proof of receipt.
   6. Member will for all purposes remain as an independent contractor and no partnership, agency, distribution, joint venture or employee/employer relationship is intended or shall be implied. Member will for no purpose act as or represent itself to be an employee or agent of WD or authorized to act for or on WD's behalf. Member shall not have any right, power, or authority to act or create any obligation, express or implied, on behalf of WD. Without limiting the foregoing, Member acknowledges that use of the term “partner” in the Program materials does not constitute or imply a legal partnership or fiduciary relationship between the parties. Member will defend and hold WD harmless from all claims arising out of Member’s conduct.
   7. Member shall use reasonable efforts in the performance of its duties under this Agreement to safeguard the property rights and proprietary interests of WD, including, but not limited to, any intellectual property rights of WD. Member shall not obscure or alter in any fashion the serial number on any WD product or its packaging. Member shall only sell WD products for their intended use. Additionally, Member agrees only to sell legitimate WD products and will not sell or encourage others to sell counterfeit WD products. Breach of the obligations in this paragraph shall entitle WD to terminate this Agreement and/or demand surrender of anything which is obtained by way of such infringement and/or to claim indemnification of such loss as has been suffered by WD.
   8. The English language version of these Terms & Conditions shall prevail over any translations of them. These Terms & Conditions are not assignable in whole or in part by Member, by operation of law, change of control or otherwise. Any attempt by Member to assign these Terms & Conditions will be null and void and may result in Member being terminated from the Program, at WD’s sole discretion. WD may assign all, or part of its right, title and interest under these Terms & Conditions to any of its subsidiaries or to a third party in its sole discretion.
   9. Member acknowledges that WD products, software, and technology are subject to export and import controls under the laws and regulations of the United States, the European Union and other countries, and Member will comply strictly with all such export control and import laws and regulations. Without limiting the generality of this Section VI.9., Member certifies that it will conduct appropriate screening and it will not: (i) export, re-export, transfer or divert any WD Products, software or technology to any person, entity (e.g. Specially Designated Nationals, Denied Persons) or destination that is restricted or embargoed under any such export control laws and regulations; or (ii) export, re-export, transfer, or divert any WD products, software or technology for activities, directly or indirectly, related to the proliferation of nuclear, chemical or biological weapons or missiles, or in any other military application, except as authorized under all applicable export control laws and regulations. Member further agrees that WD products, software, and technology may include encryption functionality and are therefore subject to additional export and import restrictions and that Member is responsible for complying with any and all restrictions and regulatory requirements.
   10. Member and its subsidiaries, directors, officers, employees, and other persons acting on its behalf shall at all times comply with the U.S. Foreign Corrupt Practices Act, as amended, the U.K. Bribery Act, and all applicable anti-corruption laws in the jurisdictions in which they operate (collectively, the “Anti-Corruption Laws”), and: (A) in connection with these Terms & Conditions or any transaction involving WD, Member and its subsidiaries, directors, officers, employees, and other persons acting on its behalf shall not take any action, directly or indirectly, that may result in a violation of the Anti-Corruption Laws by Member or WD, including, without limitation, making, offering, authorizing, or promising any payment, contribution, gift, business courtesy, bribe, rebate, kickback, or giving of any other thing of value, regardless of form or amount, to any (i) foreign or domestic government official or employee, (ii) employee of a foreign or domestic government-owned or government-controlled entity, (iii) foreign or domestic political party, political official, or candidate for political office, or (iv) any officer or employee of a public international organization, to receive favorable treatment in obtaining or retaining business, to pay for favorable treatment already secured, or to obtain a competitive advantage for any party; (B) in connection with any aspect of these Terms & Conditions or any transaction involving WD, Member and its subsidiaries, directors, officers, employees, and other persons acting on its behalf shall not make, offer, authorize, or promise any payment, contribution, gift, business courtesy, bribe, rebate, kickback, or giving of any other thing of value, regardless of form or amount, to anyone to obtain or retain business or a business advantage; (C) if Member learns or has reason to know that conduct in violation of this Section VI.9. has or may have occurred, then it shall immediately notify WD of such conduct; (D) at WD’s request, Member shall certify in writing that conduct in violation of this Section VI.9. has not occurred; (E) Member agrees to maintain accurate accounting of all expenses incurred in connection with WD business; (F) Member represents that in the ten (10) years preceding the acceptance of these Terms & Conditions, neither Member nor any of its subsidiaries has received notice from, made a voluntary disclosure to, or been assessed any fine or penalty by, the U.S. Department of Justice, the U.S. Securities and Exchange Commission, the U.K. Serious Fraud Office, or any other governmental entity regarding alleged, possible, or actual violations of the Anti-Corruption Laws; and (G) WD or a third party of its choosing has the right to access, review, and audit the books, records, and accounts of the Member and any of its affiliates and subsidiaries, to the extent that they are relevant to these Terms & Conditions or any other transaction involving WD in order to monitor and ensure Member's compliance with this Section VI.10. Such access, audit and review shall be reasonable as to scope, place, date, and time.
2. Communications
   
   1. By enrolling in the Program, Members authorize WD to communicate with them via various communication channels (including, without limitation, e-mail, post mail, telephone communication, and any other means of communication utilized by the Program).
   2. Members agree to allow WD, its affiliates, program administrator, and any rewards providers to store and use Members’ contact information, including names, phone numbers, e-mail addresses, and other information provided to WD through the Program (collectively, “Member Information”), anywhere they do business, in accordance with WD’s Privacy Statement (https://www.westerndigital.com/legal/privacy-statement).
   3. Members consent to such Member Information being used for the purpose of furthering Members’ commercial relationship with WD and with the Program only, and may be provided to contractors acting on WD’s behalf, WD distributors and Vendors who promote, market, and support certain WD products and services, and assignees of WD and its subsidiaries for uses consistent with that purpose. Members may at any time and with future effect withdraw their consent to (or opt-out from) receiving marketing telephone calls and/or electronic communications from WD by informing WD here.
3. Security Measures
   
   1. Access to some content accessible from the Site is password controlled. Members are solely responsible for maintaining the confidentiality of their user IDs and passwords and access to their accounts, and they are solely responsible for all activities that occur under their user IDs and passwords.
   2. A Member shall immediately notify WD of any unauthorized use of its ID, passwords, or accounts. WD will not be liable for any loss that a Member may incur as a result of someone else using that Member’s user ID and passwords, or their accounts.
4. Governing Law
   
   1. The Program, the Site, and these Terms & Conditions are governed by the laws of the State of California, U.S.A., without regard to conflict of laws provisions. Any legal proceeding whether on the basis of contract, tort, or on any other basis arising out of the use of, or in connection with, the Program, the Program Details, the Materials, the Site, or these Terms & Conditions must be brought exclusively in a court of competent jurisdiction in Orange County, California, U.S.A.
   2. Membership, membership benefits, and awards are offered in good faith; however, they may not be available if prohibited or restricted by applicable law or regulation in the U.S.A. or any Member’s country of residence. If, for any reason, a court of competent jurisdiction finds any provision of these Terms & Conditions to be unenforceable, that provision will be enforced to the maximum extent permissible so as to affect the intent of these Terms & Conditions, and the remainder of these Terms & Conditions will continue in full force and effect. All disputes which cannot be resolved between the parties, and causes of action arising out of or connected with the Program, shall be resolved individually, without resort to any form of class action.
   3. The awarding of Points, the redemption of Rewards, and participation in the Program are void where prohibited by law (including, for the avoidance of doubt, domestic and/or international anti-bribery laws).
5. Intellectual Property
   
   1. Member acknowledges that the WD brand and trademarks represent the prestige and goodwill that WD has earned for itself and are well recognized in the minds of the public, and that it is of great importance to each party that, in the sale of WD products, the high standards, reputation and image established by WD be maintained at all times. Accordingly, Member agrees that it shall strictly adhere to the WD Trademark and Logo Usage Guidelines (https://www.westerndigital.com/legal/trademarks) (“Guidelines”), which are incorporated herein by reference. Subject to the terms and conditions of these Terms & Conditions and the Guidelines, WD grants to Member, a non-exclusive, non-transferable, limited, fully-revocable, royalty-free license to use WD’s copyrighted material, trademarks, logos, slogans and trade dress for the sole purpose of selling WD products during the term of Member’s membership in the Program (“Member License”). Other brand and product names are the property of their respective companies and you, the Member and/or user are required to respect the intellectual property rights of those companies by complying with any restrictions and/or guidelines on use of such brand and product names.
   2. WD shall retain all ownership rights, title and interest in WD’s copyrighted material, trademarks, logos, slogans, trade dress and brand. Any and all rights under trademark or copyright law or otherwise relating to the WD’s or its affiliates’ respective intellectual property (e.g., goodwill) shall inure exclusively to the benefit of the respective owners. Any suggested modifications or improvements to WD products or advertising material submitted to WD by Member shall become WD’s exclusive property to exploit or to not exploit as WD solely deems appropriate without necessity for remuneration or attribution to Member. WD shall have the sole and exclusive right to defend its trademarks, copyrights, patents, trade secrets and other proprietary information and rights. Upon request of WD, Member shall provide WD with all reasonable assistance and cooperation in relation to such actions taken by WD. Member shall have no right to undertake the defense of or bring any action with respect to any of the above matters and issues without WD’s prior written approval, which may be granted or withheld in WD’s sole and absolute discretion. Member acknowledges and agrees that it shall not take any action that might jeopardize the status of any trademarks, copyrights, service marks or tradenames of WD. Upon discontinuance, revocation, termination or cancellation of Member’s membership in the Program, the Member License is hereby immediately terminated and Member shall immediately cease any and all use of any trademark, service mark, tradename or copyright for which consent to use had been granted by WD.
   3. Subject to the terms of these Terms & Conditions, Member hereby grants to WD, and WD hereby accepts, a worldwide, non-exclusive, non-transferable, sub-licensable, royalty-free right and license to use, reproduce and display Member’s trademark(s) and copyrights during the term of the Program on any website or promotional, advertising, flyers, documentation, photos, movies, videos, film, collateral or other material used by WD in connection with the marketing, sale, promotion and distribution of WD products (e.g. select Member listing (based on tier level and/or purchases) in Where to Buy section of WD website). WD’s use of Member’s trademarks and copyrights, as authorized pursuant to these Terms & Conditions: (a) shall not create any ownership right in WD to the Member’s trademarks or copyrights and (b) shall inure to the benefit of Member.

THESE TERMS & CONDITIONS SUPERSEDE ANY PRIOR TERMS & CONDITIONS.

Last Modified: December 1, 2023

Western Digital Technologies, Inc. (“WD,” “we,” “us”) offers its reseller and system integrator customers who buy a select line-up of WD products the opportunity to participate in the Western Digital Pro Rewards Program (the “Program”) and earn rewards and incentives such as direct incentives, training, member-only promotions, exclusive access to marketing tools, and more while maintaining established purchasing and fulfillment relationships with our distributors and other specific vendors (as WD may identify within a Member account from time to time) (“Vendors”). These Program terms and conditions (“Terms & Conditions”) govern the Program and WD’s relationship with members of the Program (each a “Member” and, collectively, the “Members”) and users of the Program on the www.westerndigital.com website (“Site”). Membership in the Program (and/or use of the Site) is subject to these Terms & Conditions, and unless specifically indicated otherwise, these Terms & Conditions apply to all Members and users of the Site. By continuing to use this Site and/or becoming a Member of the Program, you, the Member and/or user accept and agree to comply with these Terms & Conditions. If you, the Member and/or user do not agree to these Terms & Conditions, you, the Member and/or user may not access, browse, or otherwise use the Site. These Terms & Conditions and the Program Details (as defined in Section I.1 below) contain the entire agreement with respect to the subject matter hereof and supersede all representations made, whether oral or written, and previous promotional rewards or loyalty program terms and conditions, rules, regulations, policies, and procedures that may have previously been in effect with respect to the subject matter herein.

By submitting a request to WD to become a Member, you, the representative of such business, organization, and/or institution (“you”) hereby confirm that you have read and agree to these Terms & Conditions and agree, warrant and represent that:

1. You have read, understood and accepted these Terms & Conditions on behalf of the business, organization, and/or institution you are enrolling and confirm that your completion of the electronic acceptance process for these Terms & Conditions is equivalent to your handwritten signature to accept these Terms & Conditions;
2. You are an authorized representative of the business, organization, and/or institution that you are enrolling, and have the right and authority to bind, and hereby do enroll and bind, the business, organization, and/or institution to these Terms & Conditions, any other rules, regulations, policies, procedures referenced herein, and any additional terms and conditions necessary for access to and use of any password-controlled content related to the Program;
3. The business, organization, and/or institution that you are enrolling: (i) is eligible for membership, (ii) will only activate one Member account (which may include sub-accounts, if permitted by WD, for individual users for each Member, however, any Program benefits earned via a sub-account will benefit the Member account only; sub-accounts are ineligible for Program benefits), and (iii) will be enrolled in only one promotional rewards, rebate program, discount program or loyalty program with WD;
4. Participation in the Program is consistent with the internal policies of the business, organization, and/or institution that you are enrolling;
5. Information provided by you in the enrollment process is accurate and complete;
6. The business, organization, and/or institution that you are enrolling owns all right, title, and interest in and to its trademarks that are licensed herein; and
7. You and the business, organization, and/or institution that you are enrolling are responsible for following and will comply with the most recent version of WD's Trademark and Logo Usage Guidelines and any and all applicable laws.

If you require clarification or further information with regard to any of these Terms & Conditions, you may contact WD via the Contact Us link at https://www.westerndigital.com/company/contact-us

1. Program membership and its benefits are offered at the sole discretion of WD, and participation in the Program is subject to these Terms & Conditions, and any other rules, regulations, policies, or procedures that WD may, in its discretion, adopt from time to time (collectively, the “Program Details”). WD has the sole discretion to interpret and apply these Terms & Conditions and any Program Details, and all related questions or disputes regarding same will be resolved by WD in its sole discretion.
2. WD may amend the Program Details at any time without notice. These Terms & Conditions may only be modified, superseded, or changed in writing by WD.
3. Program eligibility and membership shall be determined at the sole discretion of WD. WD reserves the right, in its sole discretion, to determine a Member’s membership status, including accepting a Member into the Program, terminating a Member from the Program, and determining whether a Member is entitled to receive rewards (or whether such Member is entitled to use the Program for informational and instructional purposes only).
4. Program membership is generally available to businesses, organizations, and/or institutions that meet the qualifying criteria for membership (“Customers”). Membership is limited to one (1) per business, organization, and/or institution. Individuals (and certain online resellers that have a direct promotional relationship with WD) are excluded from Program membership.
5. Qualifying criteria for membership and membership levels may differ from country to country.
6. Decisions made by WD regarding eligibility, membership, and termination of membership are final and are not subject to dispute.
7. The Program features multiple membership categories and levels. Membership qualifying criteria generally differ for each category and level. Membership level eligibility shall be determined at the sole discretion of WD. The criteria and time period for membership level classification is described in your Member account.
8. Certain Customers may not be eligible to participate in the Program due to (i) other arrangements or agreements in place for the benefit of those Customers; (ii) restrictions imposed by applicable local, state, federal, or foreign laws, rules, regulations, ordinances, codes, orders, or decrees (e.g., restrictions prohibiting governmental agencies from participating in programs offering rewards or benefits); or (iii) the failure to satisfy the qualifying criteria imposed by WD in its sole discretion.
9. WD’s authorized distributors and Vendors may enroll in the Program. However, WD’s authorized distributors and Vendors are not entitled to earn and redeem Points (as defined below) in connection with their Program membership. Such Members are only entitled to use the Program for (and such Members’ Program membership shall be limited to) informational and instructional purposes.
10. WD reserves the right, in its sole discretion, to create and execute ad hoc incentive or benefit programs that may deviate from, be in addition to, or be a permanent or temporary replacement for the Program or certain parts, Points or Rewards of the Program. Eligibility and any additional terms and conditions for such ad hoc incentive or benefit programs shall be determined at the sole discretion of WD.
11. Rewards provided by this Program are intended to inure solely for the benefit of the Customer enrolled in the Program. Individuals enrolling in the Program on behalf of Customer must ensure that all appropriate Customer owners and/or representatives are notified of Customer’s participation in, and receipt of any benefits from, the Program. Program participation is prohibited in any circumstance where such participation has not been authorized by and disclosed to an authorized Customer owner and/or representative. You warrant and represent that participation in the Program would not impair your duty of loyalty to Customer or otherwise create conflicts of interest between you and Customer. You must immediately notify WD and Customer in writing in the event participation in the Program creates a conflict of interest or impairs your duty of loyalty to Customer.

1. Membership benefits generally differ across membership categories and levels, and may vary by country/region. WD may cap the number of Points (as defined below) that certain Members may earn. Members may also be required to reach certain Point totals (and/or minimum Point averages) in order to be eligible for certain types of Rewards (as defined below).
2. Earning Program Points
   
   1. Members may earn Program points (“Points”) when they purchase certain eligible WD products in new condition (not recertified and/or refurbished) from WD’s authorized distributors and/or Vendors. The list of WD products eligible to earn Points in the Program will be set out in the Member account for the applicable country/region for the Member. WD may change the products and/or Points for such products set out in the Member account at any time without prior notice and at its sole discretion.
   2. WD will use point of sales reports provided to WD by WD’s authorized distributors and Vendors and/or Customer registration information submitted to WD as the primary basis for determining the number of Points earned by a Member. WD may also use such other reports and resources as it believes are appropriate to determine or audit a Member’s Points earnings, in its sole discretion.
   3. WD shall determine, in its sole discretion, the number of Points (if any) awarded to Members for eligible purchases, and WD shall be entitled to change the number of Points awarded for eligible purchases at any time. WD’s decisions as to whether a purchase is a purchase eligible for Points and how many Points such purchase may earn are final and are not subject to dispute for any reason by the Member concerned or by any third party, except at WD’s sole discretion. WD reserves the right to correct any Points posted in error.
   4. The list of WD products eligible for Points and the Point values assigned to eligible purchases may vary from country to country or by membership level, as determined by WD in its sole discretion.
   5. Points will be earned and accrued during each points earning period, as set forth in the Member account after logging into the Site (“Program Period”). POINTS EARNED DURING A PARTICULAR PROGRAM PERIOD WILL BE ATTRIBUTED ONLY TO THE PROGRAM PERIOD IN WHICH THEY WERE ACCRUED AND CANNOT BE CARRIED FORWARD TO THE NEXT PROGRAM PERIOD FOR EITHER EARNING OR REDEMPTION PURPOSES, UNLESS SPECIFIED OTHERWISE.
3. Redeeming Program Points
   
   1. In order to redeem Points for certain rewards identified by WD within a Member’s account (“Rewards”), a Member must have accumulated a minimum number of Points in a Program Period. The minimum number of Points required is set forth in the Member account after logging into the Site. A Member may redeem Points for Rewards if the Member has met or exceeded the minimum Points required for redemption, as imposed by WD for the specific Reward. A Member that fails to meet the applicable minimum Points requirement for a specific Program Period may not be eligible to redeem Points for any Reward for that Program Period, and all points earned by the Member for that Program Period will be forfeited at the beginning of a new Program Period, unless otherwise specified.
   2. Information about Rewards is available in your Member account after logging into the Site. WD may modify the Rewards available for redemption at any time during the Program without prior notice.
   3. Neither Points nor Rewards are transferable.
   4. A Member has no right to request or require substitution of a Reward. WD reserves the right to substitute a Reward of equal or greater value if a Reward is unavailable (or for any other reason) at its sole discretion.
   5. Program Rewards will not be available to Members that have not complied with all of these Terms & Conditions, as determined by WD in its sole discretion. WD may require proof of compliance and/or may audit and inspect, or have an independent third party auditor inspect and audit, a Member’s records from time to time to confirm the Member’s compliance with these Terms & Conditions.
4. Redeeming Program Points
   
   1. Information about any further benefits of membership in a category and/or level is available in your Member account after logging into the Site. Members in certain countries may be eligible to evaluate certain WD products at a discounted price (“Evaluation Program”). The Evaluation Program discount may not be combined with any other discount. Taxes, shipping, handling and other fees may apply to an Evaluation Program purchase. Limitations on the number of WD products available per eligible Member may also apply. Member understands and agrees that any WD products purchased through the Evaluation Program are for use only by the Member and may not be resold.
   2. WD may modify membership benefits and incentives at any time during the Program without prior notice.

1. The Program shall continue until such time as WD, in its sole discretion, elects to designate a Program termination date. WD has the right to terminate the Program at any time, for any reason, by providing notice on the Site. WD may terminate the Program without such notice, in whole or in part, in any jurisdiction(s), unless otherwise required to provide notice by applicable law.
2. WD reserves the right to discontinue, revoke, terminate, cancel, or suspend any membership, Reward, and/or any and all unredeemed Points, or take other action at its sole and unfettered discretion, in cases of: (1) Member violation of these Program Details; (2) Member fraud or abuse involving the Program, Point earning, Reward redemption, or the Evaluation Program; (3) misrepresentation of any information or any misuse of this Program; (4) violation of any national, state, or local law or regulation in connection with the use of membership privileges; (5) failure to pay any bills due to WD; (6) payment of a check to WD that is returned for insufficient funds or is invalid for any reason; (7) maintenance of more than one active account per Member; (8) physical, verbal, or written abuse of WD personnel; (9) action, in any other way, to the detriment of the Program or WD, including without limitation any infringement or violation of WD's intellectual property rights; or (10) WD’s termination of the Program; all as may be determined by WD in its sole discretion. In addition to discontinuance of Program membership, WD shall have the right to take appropriate administrative and/or legal action, including, without limitation, criminal prosecution, as it deems necessary in its sole discretion. Subject to applicable law, membership will terminate automatically upon a Member’s filing for bankruptcy or otherwise becoming subject to a bankruptcy proceeding.
3. Discontinued, revoked, terminated or cancelled membership will result in the loss of all accumulated Points and the closing of the Member’s account. If WD revokes a Member’s account for any reason, the Member may not reapply for membership and any account opened in the Member’s name and Points earned in that account shall be forfeited upon discovery.
4. If a Member cancels its membership, or if the Member’s account is closed due to inactivity, the Member may reapply for membership at a later date, but it will not recover any Points forfeited from the prior membership.

1. YOU, THE MEMBER AND USER EACH AGREE THAT WD AND ITS AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES, AND AGENTS (COLLECTIVELY, THE “RELEASED PARTIES”) WILL HAVE NO LIABILITY OR RESPONSIBILITY WHATSOEVER FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES OR ANY FINANCIAL LOSS (INCLUDING, BUT NOT LIMITED TO, LOST REVENUE, LOST PROFITS, EXPENSES OR BUSINESS INTERRUPTION) WHATSOEVER, WITH RESPECT TO ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THE USE OR INABILITY TO USE THE PROGRAM, THE SITE OR THE MATERIALS, INFORMATION, OR SERVICES CONTAINED IN OR ACCESSIBLE FROM THIS SITE OR ALLEGED TO HAVE RESULTED FROM AN ACT OR OMISSION OF ANY OF THE RELEASED PARTIES UNDER ANY THEORY OF LIABILITY, WHETHER BASED ON CONTRACT, TORT OR OTHERWISE, EVEN IF THE RELEASED PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL THE RELEASED PARTIES’ LIABILITY EXCEED THE AMOUNT PAID BY YOU, THE MEMBER OR USER, AS APPLICABLE, FOR THE PROGRAM. FURTHERMORE, YOU, THE MEMBER AND USER EACH AGREE TO HOLD THE RELEASED PARTIES HARMLESS FOR ANY LIABILITY FOR ANY INJURIES, LOSSES, OR DAMAGES OF ANY KIND, INCLUDING PERSONAL INJURY OR DEATH, OR PROPERTY DAMAGE, ARISING IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, FROM ANY ACTION TAKEN OR NEGLECTED TO BE TAKEN WITH REGARD TO THE PROGRAM, ANY REWARD, THE SITE OR ANY ACTION BY YOU, THE MEMBER OR USER, AS APPLICABLE, WHICH VIOLATES THESE TERMS & CONDITIONS, ANY LAW OR REGULATION. YOU, THE MEMBER AND USER EACH AGREE TO DEFEND THE RELEASED PARTIES FROM AND AGAINST ANY AND ALL ACTIONS, CAUSES OF ACTION, SUITS, CLAIMS, LIABILITIES AND JUDGMENTS (EACH A “CLAIM”) AND INDEMNIFY THE RELEASED PARTIES FOR ALL COSTS, EXPENSES (INCLUDING LEGAL FEES) AND DAMAGES THEY INCUR INSOFAR AS SUCH CLAIM IS BROUGHT BY A THIRD PARTY AND ARISES OUT OF OR IS RELATED TO ANY ALLEGATION THAT YOU, THE MEMBER AND/OR USER HAS VIOLATED ANY TERMS WITHIN THESE TERMS & CONDITIONS, ANY LAW OR REGULATION.
   
2. THE RELEASED PARTIES ARE NOT RESPONSIBLE FOR (A) LOSS OR MISDIRECTION OF, OR DELAY IN RECEIVING, ANY MEMBERSHIP CORRESPONDENCE OR REWARD; (B) THEFT OR UNAUTHORIHIZED REDEMPTION OF POINTS OR REWARDS OR USE OF REWARDS CAUSED BY CIRCUMSTANCES BEYOND THE REASONABLE CONTROL OF THE RELEASED PARTIES; (C) ANY ACTS OR OMISSIONS OF THIRD PARTIES; OR (D) ANY ERRORS PUBLISHED IN RELATION TO THE REWARDS OR THE PROGRAM, INCLUDING, WITHOUT LIMITATION, ANY TYPOGRAPHICAL ERRORS, ERRORS OF DESCRIPTION, AND ERRORS REGARDING ELIGIBLE PURCHASES OR ELIGIBLE REWARDS. WD RESERVES THE RIGHT TO CORRECT ANY ERRORS WITHOUT NOTICE.
3. IN NO EVENT SHALL THE RELEASED PARTIES BE LIABLE TO YOU, ANY MEMBER OR USER FOR ANY DELAY IN OR FAILURE TO PERFORM DUE TO CAUSES BEYOND ANY OF THE RELEASED PARTIES’ CONTROL, INCLUDING, WITHOUT LIMITATION, ANY ACT OF GOD, ACT OF WAR, NATURAL DISASTER, WEATHER, TERRORISM, OR ANY ACT OR OMISSION OF A THIRD PARTY.
4. THE SOLE REMEDY AVAILABLE TO THE MEMBER WITH RESPECT TO ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THE USE OR INABILITY TO USE THE PROGRAM, THE SITE OR THE MATERIALS, INFORMATION, OR SERVICES CONTAINED IN OR ACCESSIBLE FROM THIS SITE OR ALLEGED TO HAVE RESULTED FROM AN ACT OR OMISSION OF ANY OF THE RELEASED PARTIES (REGARDLESS OF WHETHER THE MEMBER’S CLAIM IS BASED IN LAW OR EQUITY) SHALL BE THE CREDITING OR RE-CREDITING TO THE MEMBER’S PROGRAM ACCOUNT OF POINTS IN AN AMOUNT NO GREATER THAN THE NUMBER OF POINTS AT ISSUE OR THE VALUE OF THE REWARD OR OTHER INCENTIVE AT ISSUE.
5. SOME JURISDICTIONS MAY NOT ALLOW SUCH EXCLUSIONS OR LIMITATIONS OF LIABILITY FOR DAMAGES AS PROVIDED IN THESE TERMS & CONDITIONS. IN SUCH JURISDICTIONS, LIABILITY IS LIMITED TO THE FULL EXTENT PERMITTED BY LAW.
6. THIS SECTION WILL SURVIVE TERMINATION OF A MEMBER’S PARTICIPATION IN THE PROGRAM.
7. THE MEMBER IS RESPONSIBLE FOR ALL APPLICABLE TAXES (FEDERAL, STATE, LOCAL, AND/OR FOREIGN) LEVIED UPON THE REWARDS REDEEMED BY THE MEMBER UNDER THE PROGRAM.

1. General
   
   1. Members may be provided with the ability to use usernames, passwords, or other codes or devices to gain access to restricted portions (“Access Codes”) of the Site. The content contained in such restricted areas is confidential to WD, and is provided to the Member for its personal use only. Member agrees to (i) protect WD’s information identified as confidential or that reasonably should be considered confidential (“Confidential Information”); (ii) use Confidential Information only to fulfill its obligations under these Terms & Conditions; and (iii) promptly return Confidential Information to WD upon written request by WD or termination of these Terms & Conditions, whichever occurs first. Member’s confidentiality obligations for Confidential Information shall survive five (5) years from the date of Member’s termination from the Program. WD reserves the right to prohibit the use of such Access Codes by the Member or on its behalf by third parties, where WD determines that such use interferes with the Site’s operation or results in commercial benefits for other entities to WD’s detriment.
   2. WD authorizes Members and users of the Site to view and download materials (“Materials”) available on the Site only for such Members’ or users’ (as applicable) personal and commercial use; provided, however, that Members and users (as applicable) refrain from removing any copyright and other proprietary notices contained in the original Materials or in any copies of the Materials. The copyright in the Materials is held by WD, its subsidiaries or affiliates, or third parties. Members and users of the Site may not modify the Materials available on the Site in any way or in any form or by any means, including, without limitation, electronic, mechanical, photocopying, recording, or otherwise, without the prior written permission of WD or other copyright owner.
   3. Links to third party websites from the Site are provided solely as a convenience to Members and users of the Site. If a Member or user of the Site uses these links, such Member or user (as applicable) will leave the Site. WD has not reviewed all of these sites or their content. WD does not endorse or make any representations about them, or any information, software, or other products or materials found there, or any results that may be obtained from using them. If a Member or user of the Site decides to access any of the third party websites linked to or from the Site, such Member or user (as applicable) does so entirely at their own risk.
2. Disclaimer
   
   1. EXCEPT AS SPECIFICALLY PROVIDED OTHERWISE IN THESE TERMS & CONDITIONS, THE PROGRAM, REWARDS, SITE, AND MATERIALS, INFORMATION AND SERVICES AT THIS SITE ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS OTHERWISE STATED HEREIN, WD DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF ANY THIRD PARTY RIGHTS. SOME JURISDICTIONS MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU, THE MEMBER AND/OR USER. YOU, THE MEMBER AND USER ARE RESPONSIBLE FOR CHECKING LOCAL LAWS FOR ANY RESTRICTIONS OR LIMITATIONS REGARDING THESE LIMITATIONS OR EXCLUSIONS.
   2. WD does not warrant or make any representation regarding the quality, validity, accuracy, or completeness of the Program, the Program Details, the Materials or any services, or that your, a Member’s and/or a user’s use of the Site will be uninterrupted or error-free, or that the Site is free from any viruses or other harmful mechanisms.
   3. WD may make changes to this Program, the Site, the Materials or any services related thereto, or to the products, specifications, or information described in them, at any time without notice. This Site and/or the Materials may refer to products, programs, or services that are not available in a particular country or region. Members should consult with their local WD authorized distributor and/or Vendor for information concerning the products, programs, and services that may be available to such Members.

1. General
   
   1. WD’s failure to enforce any right or provision of these Terms & Conditions does not constitute a waiver of that right or provision. WD may revise the Terms & Conditions at any time by posting the revised Terms & Conditions (as applicable) on this Site. A Member’s continued use of the Site and/or the Program after the posting of any changes to these Terms & Conditions constitutes such Member’s acceptance of those changes. To view the most current version of these Terms & Conditions at any time, click on the “Terms & Conditions” link available on the Site.
   2. All questions or disputes regarding these Terms & Conditions will be resolved by WD in its sole discretion.
   3. WD reserves the right to verify that Members have at all times complied with eligibility conditions and the right at all times to monitor Members’ participation in the Program to ensure compliance with these Terms & Conditions. WD also reserves the right to review, retain, and/or disclose any information that it collects from Members through the Program as necessary to satisfy any applicable law, regulation, legal process, or governmental request. Calls to and from WD’s Customer Service Teams may be monitored and/or recorded for training and security purposes.
   4. If WD, its affiliates, or agents determine, in their sole discretion, that they suspect the presence of electronic forgery in the Program or if in fact this has been the case, or if technical difficulties compromise the Program’s integrity, WD may cancel or modify the Program and/or cancel memberships under suspicion. Any attempt by a Member or any other individual to deliberately harm the Site or sabotage the Program’s legitimate operation is a violation of penal and civil laws and WD reserves the right to seek redress against the responsible party or parties to the maximum extent allowed by law.
   5. WD will not be held responsible for Members entering incomplete or wrong information, or for the technical malfunction of the Internet, phone networks or the software (or the combination of either), or for data lost, delayed, or spoiled. WD is not responsible for typographical or printing errors in any materials related to the Program. WD will not accept responsibility for damaged, lost, or misdirected email, mail, or faxes. Proof of emailing/posting/faxing is not proof of receipt.
   6. Member will for all purposes remain as an independent contractor and no partnership, agency, distribution, joint venture or employee/employer relationship is intended or shall be implied. Member will for no purpose act as or represent itself to be an employee or agent of WD or authorized to act for or on WD's behalf. Member shall not have any right, power, or authority to act or create any obligation, express or implied, on behalf of WD. Without limiting the foregoing, Member acknowledges that use of the term “partner” in the Program materials does not constitute or imply a legal partnership or fiduciary relationship between the parties. Member will defend and hold WD harmless from all claims arising out of Member’s conduct.
   7. Member shall use reasonable efforts in the performance of its duties under this Agreement to safeguard the property rights and proprietary interests of WD, including, but not limited to, any intellectual property rights of WD. Member shall not obscure or alter in any fashion the serial number on any WD product or its packaging. Member shall only sell WD products for their intended use. Additionally, Member agrees only to sell legitimate WD products and will not sell or encourage others to sell counterfeit WD products. Breach of the obligations in this paragraph shall entitle WD to terminate this Agreement and/or demand surrender of anything which is obtained by way of such infringement and/or to claim indemnification of such loss as has been suffered by WD.
   8. The English language version of these Terms & Conditions shall prevail over any translations of them. These Terms & Conditions are not assignable in whole or in part by Member, by operation of law, change of control or otherwise. Any attempt by Member to assign these Terms & Conditions will be null and void and may result in Member being terminated from the Program, at WD’s sole discretion. WD may assign all, or part of its right, title and interest under these Terms & Conditions to any of its subsidiaries or to a third party in its sole discretion.
   9. Member acknowledges that WD products, software, and technology are subject to export and import controls under the laws and regulations of the United States, the European Union and other countries, and Member will comply strictly with all such export control and import laws and regulations. Without limiting the generality of this Section VI.9., Member certifies that it will conduct appropriate screening and it will not: (i) export, re-export, transfer or divert any WD Products, software or technology to any person, entity (e.g. Specially Designated Nationals, Denied Persons) or destination that is restricted or embargoed under any such export control laws and regulations; or (ii) export, re-export, transfer, or divert any WD products, software or technology for activities, directly or indirectly, related to the proliferation of nuclear, chemical or biological weapons or missiles, or in any other military application, except as authorized under all applicable export control laws and regulations. Member further agrees that WD products, software, and technology may include encryption functionality and are therefore subject to additional export and import restrictions and that Member is responsible for complying with any and all restrictions and regulatory requirements.
   10. Member and its subsidiaries, directors, officers, employees, and other persons acting on its behalf shall at all times comply with the U.S. Foreign Corrupt Practices Act, as amended, the U.K. Bribery Act, and all applicable anti-corruption laws in the jurisdictions in which they operate (collectively, the “Anti-Corruption Laws”), and: (A) in connection with these Terms & Conditions or any transaction involving WD, Member and its subsidiaries, directors, officers, employees, and other persons acting on its behalf shall not take any action, directly or indirectly, that may result in a violation of the Anti-Corruption Laws by Member or WD, including, without limitation, making, offering, authorizing, or promising any payment, contribution, gift, business courtesy, bribe, rebate, kickback, or giving of any other thing of value, regardless of form or amount, to any (i) foreign or domestic government official or employee, (ii) employee of a foreign or domestic government-owned or government-controlled entity, (iii) foreign or domestic political party, political official, or candidate for political office, or (iv) any officer or employee of a public international organization, to receive favorable treatment in obtaining or retaining business, to pay for favorable treatment already secured, or to obtain a competitive advantage for any party; (B) in connection with any aspect of these Terms & Conditions or any transaction involving WD, Member and its subsidiaries, directors, officers, employees, and other persons acting on its behalf shall not make, offer, authorize, or promise any payment, contribution, gift, business courtesy, bribe, rebate, kickback, or giving of any other thing of value, regardless of form or amount, to anyone to obtain or retain business or a business advantage; (C) if Member learns or has reason to know that conduct in violation of this Section VI.9. has or may have occurred, then it shall immediately notify WD of such conduct; (D) at WD’s request, Member shall certify in writing that conduct in violation of this Section VI.9. has not occurred; (E) Member agrees to maintain accurate accounting of all expenses incurred in connection with WD business; (F) Member represents that in the ten (10) years preceding the acceptance of these Terms & Conditions, neither Member nor any of its subsidiaries has received notice from, made a voluntary disclosure to, or been assessed any fine or penalty by, the U.S. Department of Justice, the U.S. Securities and Exchange Commission, the U.K. Serious Fraud Office, or any other governmental entity regarding alleged, possible, or actual violations of the Anti-Corruption Laws; and (G) WD or a third party of its choosing has the right to access, review, and audit the books, records, and accounts of the Member and any of its affiliates and subsidiaries, to the extent that they are relevant to these Terms & Conditions or any other transaction involving WD in order to monitor and ensure Member's compliance with this Section VI.10. Such access, audit and review shall be reasonable as to scope, place, date, and time.
2. Communications
   
   1. By enrolling in the Program, Members authorize WD to communicate with them via various communication channels (including, without limitation, e-mail, post mail, telephone communication, and any other means of communication utilized by the Program).
   2. Members agree to allow WD, its affiliates, program administrator, and any rewards providers to store and use Members’ contact information, including names, phone numbers, e-mail addresses, and other information provided to WD through the Program (collectively, “Member Information”), anywhere they do business, in accordance with WD’s Privacy Statement (https://www.westerndigital.com/legal/privacy-statement).
   3. Members consent to such Member Information being used for the purpose of furthering Members’ commercial relationship with WD and with the Program only, and may be provided to contractors acting on WD’s behalf, WD distributors and Vendors who promote, market, and support certain WD products and services, and assignees of WD and its subsidiaries for uses consistent with that purpose. Members may at any time and with future effect withdraw their consent to (or opt-out from) receiving marketing telephone calls and/or electronic communications from WD by informing WD here.
3. Security Measures
   
   1. Access to some content accessible from the Site is password controlled. Members are solely responsible for maintaining the confidentiality of their user IDs and passwords and access to their accounts, and they are solely responsible for all activities that occur under their user IDs and passwords.
   2. A Member shall immediately notify WD of any unauthorized use of its ID, passwords, or accounts. WD will not be liable for any loss that a Member may incur as a result of someone else using that Member’s user ID and passwords, or their accounts.
4. Governing Law
   
   1. The Program, the Site, and these Terms & Conditions are governed by the laws of the State of California, U.S.A., without regard to conflict of laws provisions. Any legal proceeding whether on the basis of contract, tort, or on any other basis arising out of the use of, or in connection with, the Program, the Program Details, the Materials, the Site, or these Terms & Conditions must be brought exclusively in a court of competent jurisdiction in Orange County, California, U.S.A.
   2. Membership, membership benefits, and awards are offered in good faith; however, they may not be available if prohibited or restricted by applicable law or regulation in the U.S.A. or any Member’s country of residence. If, for any reason, a court of competent jurisdiction finds any provision of these Terms & Conditions to be unenforceable, that provision will be enforced to the maximum extent permissible so as to affect the intent of these Terms & Conditions, and the remainder of these Terms & Conditions will continue in full force and effect. All disputes which cannot be resolved between the parties, and causes of action arising out of or connected with the Program, shall be resolved individually, without resort to any form of class action.
   3. The awarding of Points, the redemption of Rewards, and participation in the Program are void where prohibited by law (including, for the avoidance of doubt, domestic and/or international anti-bribery laws).
5. Intellectual Property
   
   1. Member acknowledges that the WD brand and trademarks represent the prestige and goodwill that WD has earned for itself and are well recognized in the minds of the public, and that it is of great importance to each party that, in the sale of WD products, the high standards, reputation and image established by WD be maintained at all times. Accordingly, Member agrees that it shall strictly adhere to the WD Trademark and Logo Usage Guidelines (https://www.westerndigital.com/legal/trademarks) (“Guidelines”), which are incorporated herein by reference. Subject to the terms and conditions of these Terms & Conditions and the Guidelines, WD grants to Member, a non-exclusive, non-transferable, limited, fully-revocable, royalty-free license to use WD’s copyrighted material, trademarks, logos, slogans and trade dress for the sole purpose of selling WD products during the term of Member’s membership in the Program (“Member License”). Other brand and product names are the property of their respective companies and you, the Member and/or user are required to respect the intellectual property rights of those companies by complying with any restrictions and/or guidelines on use of such brand and product names.
   2. WD shall retain all ownership rights, title and interest in WD’s copyrighted material, trademarks, logos, slogans, trade dress and brand. Any and all rights under trademark or copyright law or otherwise relating to the WD’s or its affiliates’ respective intellectual property (e.g., goodwill) shall inure exclusively to the benefit of the respective owners. Any suggested modifications or improvements to WD products or advertising material submitted to WD by Member shall become WD’s exclusive property to exploit or to not exploit as WD solely deems appropriate without necessity for remuneration or attribution to Member. WD shall have the sole and exclusive right to defend its trademarks, copyrights, patents, trade secrets and other proprietary information and rights. Upon request of WD, Member shall provide WD with all reasonable assistance and cooperation in relation to such actions taken by WD. Member shall have no right to undertake the defense of or bring any action with respect to any of the above matters and issues without WD’s prior written approval, which may be granted or withheld in WD’s sole and absolute discretion. Member acknowledges and agrees that it shall not take any action that might jeopardize the status of any trademarks, copyrights, service marks or tradenames of WD. Upon discontinuance, revocation, termination or cancellation of Member’s membership in the Program, the Member License is hereby immediately terminated and Member shall immediately cease any and all use of any trademark, service mark, tradename or copyright for which consent to use had been granted by WD.
   3. Subject to the terms of these Terms & Conditions, Member hereby grants to WD, and WD hereby accepts, a worldwide, non-exclusive, non-transferable, sub-licensable, royalty-free right and license to use, reproduce and display Member’s trademark(s) and copyrights during the term of the Program on any website or promotional, advertising, flyers, documentation, photos, movies, videos, film, collateral or other material used by WD in connection with the marketing, sale, promotion and distribution of WD products (e.g. select Member listing (based on tier level and/or purchases) in Where to Buy section of WD website). WD’s use of Member’s trademarks and copyrights, as authorized pursuant to these Terms & Conditions: (a) shall not create any ownership right in WD to the Member’s trademarks or copyrights and (b) shall inure to the benefit of Member.

THESE TERMS & CONDITIONS SUPERSEDE ANY PRIOR TERMS & CONDITIONS.

Last Modified: December 1, 2023

Western Digital Technologies, Inc. (“WD,” “we,” “us”) offers its reseller and system integrator customers who buy a select line-up of WD products the opportunity to participate in the Western Digital Pro Rewards Program (the “Program”) and earn rewards and incentives such as direct incentives, training, member-only promotions, exclusive access to marketing tools, and more while maintaining established purchasing and fulfillment relationships with our distributors and other specific vendors (as WD may identify within a Member account from time to time) (“Vendors”). These Program terms and conditions (“Terms & Conditions”) govern the Program and WD’s relationship with members of the Program (each a “Member” and, collectively, the “Members”) and users of the Program on the www.westerndigital.com website (“Site”). Membership in the Program (and/or use of the Site) is subject to these Terms & Conditions, and unless specifically indicated otherwise, these Terms & Conditions apply to all Members and users of the Site. By continuing to use this Site and/or becoming a Member of the Program, you, the Member and/or user accept and agree to comply with these Terms & Conditions. If you, the Member and/or user do not agree to these Terms & Conditions, you, the Member and/or user may not access, browse, or otherwise use the Site. These Terms & Conditions and the Program Details (as defined in Section I.1 below) contain the entire agreement with respect to the subject matter hereof and supersede all representations made, whether oral or written, and previous promotional rewards or loyalty program terms and conditions, rules, regulations, policies, and procedures that may have previously been in effect with respect to the subject matter herein.

By submitting a request to WD to become a Member, you, the representative of such business, organization, and/or institution (“you”) hereby confirm that you have read and agree to these Terms & Conditions and agree, warrant and represent that:

1. You have read, understood and accepted these Terms & Conditions on behalf of the business, organization, and/or institution you are enrolling and confirm that your completion of the electronic acceptance process for these Terms & Conditions is equivalent to your handwritten signature to accept these Terms & Conditions;
2. You are an authorized representative of the business, organization, and/or institution that you are enrolling, and have the right and authority to bind, and hereby do enroll and bind, the business, organization, and/or institution to these Terms & Conditions, any other rules, regulations, policies, procedures referenced herein, and any additional terms and conditions necessary for access to and use of any password-controlled content related to the Program;
3. The business, organization, and/or institution that you are enrolling: (i) is eligible for membership, (ii) will only activate one Member account (which may include sub-accounts, if permitted by WD, for individual users for each Member, however, any Program benefits earned via a sub-account will benefit the Member account only; sub-accounts are ineligible for Program benefits), and (iii) will be enrolled in only one promotional rewards, rebate program, discount program or loyalty program with WD;
4. Participation in the Program is consistent with the internal policies of the business, organization, and/or institution that you are enrolling;
5. Information provided by you in the enrollment process is accurate and complete;
6. The business, organization, and/or institution that you are enrolling owns all right, title, and interest in and to its trademarks that are licensed herein; and
7. You and the business, organization, and/or institution that you are enrolling are responsible for following and will comply with the most recent version of WD's Trademark and Logo Usage Guidelines and any and all applicable laws.

If you require clarification or further information with regard to any of these Terms & Conditions, you may contact WD via the Contact Us link at https://www.westerndigital.com/company/contact-us

1. Program membership and its benefits are offered at the sole discretion of WD, and participation in the Program is subject to these Terms & Conditions, and any other rules, regulations, policies, or procedures that WD may, in its discretion, adopt from time to time (collectively, the “Program Details”). WD has the sole discretion to interpret and apply these Terms & Conditions and any Program Details, and all related questions or disputes regarding same will be resolved by WD in its sole discretion.
2. WD may amend the Program Details at any time without notice. These Terms & Conditions may only be modified, superseded, or changed in writing by WD.
3. Program eligibility and membership shall be determined at the sole discretion of WD. WD reserves the right, in its sole discretion, to determine a Member’s membership status, including accepting a Member into the Program, terminating a Member from the Program, and determining whether a Member is entitled to receive rewards (or whether such Member is entitled to use the Program for informational and instructional purposes only).
4. Program membership is generally available to businesses, organizations, and/or institutions that meet the qualifying criteria for membership (“Customers”). Membership is limited to one (1) per business, organization, and/or institution. Individuals (and certain online resellers that have a direct promotional relationship with WD) are excluded from Program membership.
5. Qualifying criteria for membership and membership levels may differ from country to country.
6. Decisions made by WD regarding eligibility, membership, and termination of membership are final and are not subject to dispute.
7. The Program features multiple membership categories and levels. Membership qualifying criteria generally differ for each category and level. Membership level eligibility shall be determined at the sole discretion of WD. The criteria and time period for membership level classification is described in your Member account.
8. Certain Customers may not be eligible to participate in the Program due to (i) other arrangements or agreements in place for the benefit of those Customers; (ii) restrictions imposed by applicable local, state, federal, or foreign laws, rules, regulations, ordinances, codes, orders, or decrees (e.g., restrictions prohibiting governmental agencies from participating in programs offering rewards or benefits); or (iii) the failure to satisfy the qualifying criteria imposed by WD in its sole discretion.
9. WD’s authorized distributors and Vendors may enroll in the Program. However, WD’s authorized distributors and Vendors are not entitled to earn and redeem Points (as defined below) in connection with their Program membership. Such Members are only entitled to use the Program for (and such Members’ Program membership shall be limited to) informational and instructional purposes.
10. WD reserves the right, in its sole discretion, to create and execute ad hoc incentive or benefit programs that may deviate from, be in addition to, or be a permanent or temporary replacement for the Program or certain parts, Points or Rewards of the Program. Eligibility and any additional terms and conditions for such ad hoc incentive or benefit programs shall be determined at the sole discretion of WD.
11. Rewards provided by this Program are intended to inure solely for the benefit of the Customer enrolled in the Program. Individuals enrolling in the Program on behalf of Customer must ensure that all appropriate Customer owners and/or representatives are notified of Customer’s participation in, and receipt of any benefits from, the Program. Program participation is prohibited in any circumstance where such participation has not been authorized by and disclosed to an authorized Customer owner and/or representative. You warrant and represent that participation in the Program would not impair your duty of loyalty to Customer or otherwise create conflicts of interest between you and Customer. You must immediately notify WD and Customer in writing in the event participation in the Program creates a conflict of interest or impairs your duty of loyalty to Customer.

1. Membership benefits generally differ across membership categories and levels, and may vary by country/region. WD may cap the number of Points (as defined below) that certain Members may earn. Members may also be required to reach certain Point totals (and/or minimum Point averages) in order to be eligible for certain types of Rewards (as defined below).
2. Earning Program Points
   
   1. Members may earn Program points (“Points”) when they purchase certain eligible WD products in new condition (not recertified and/or refurbished) from WD’s authorized distributors and/or Vendors. The list of WD products eligible to earn Points in the Program will be set out in the Member account for the applicable country/region for the Member. WD may change the products and/or Points for such products set out in the Member account at any time without prior notice and at its sole discretion.
   2. WD will use point of sales reports provided to WD by WD’s authorized distributors and Vendors and/or Customer registration information submitted to WD as the primary basis for determining the number of Points earned by a Member. WD may also use such other reports and resources as it believes are appropriate to determine or audit a Member’s Points earnings, in its sole discretion.
   3. WD shall determine, in its sole discretion, the number of Points (if any) awarded to Members for eligible purchases, and WD shall be entitled to change the number of Points awarded for eligible purchases at any time. WD’s decisions as to whether a purchase is a purchase eligible for Points and how many Points such purchase may earn are final and are not subject to dispute for any reason by the Member concerned or by any third party, except at WD’s sole discretion. WD reserves the right to correct any Points posted in error.
   4. The list of WD products eligible for Points and the Point values assigned to eligible purchases may vary from country to country or by membership level, as determined by WD in its sole discretion.
   5. Points will be earned and accrued during each points earning period, as set forth in the Member account after logging into the Site (“Program Period”). POINTS EARNED DURING A PARTICULAR PROGRAM PERIOD WILL BE ATTRIBUTED ONLY TO THE PROGRAM PERIOD IN WHICH THEY WERE ACCRUED AND CANNOT BE CARRIED FORWARD TO THE NEXT PROGRAM PERIOD FOR EITHER EARNING OR REDEMPTION PURPOSES, UNLESS SPECIFIED OTHERWISE.
3. Redeeming Program Points
   
   1. In order to redeem Points for certain rewards identified by WD within a Member’s account (“Rewards”), a Member must have accumulated a minimum number of Points in a Program Period. The minimum number of Points required is set forth in the Member account after logging into the Site. A Member may redeem Points for Rewards if the Member has met or exceeded the minimum Points required for redemption, as imposed by WD for the specific Reward. A Member that fails to meet the applicable minimum Points requirement for a specific Program Period may not be eligible to redeem Points for any Reward for that Program Period, and all points earned by the Member for that Program Period will be forfeited at the beginning of a new Program Period, unless otherwise specified.
   2. Information about Rewards is available in your Member account after logging into the Site. WD may modify the Rewards available for redemption at any time during the Program without prior notice.
   3. Neither Points nor Rewards are transferable.
   4. A Member has no right to request or require substitution of a Reward. WD reserves the right to substitute a Reward of equal or greater value if a Reward is unavailable (or for any other reason) at its sole discretion.
   5. Program Rewards will not be available to Members that have not complied with all of these Terms & Conditions, as determined by WD in its sole discretion. WD may require proof of compliance and/or may audit and inspect, or have an independent third party auditor inspect and audit, a Member’s records from time to time to confirm the Member’s compliance with these Terms & Conditions.
4. Redeeming Program Points
   
   1. Information about any further benefits of membership in a category and/or level is available in your Member account after logging into the Site. Members in certain countries may be eligible to evaluate certain WD products at a discounted price (“Evaluation Program”). The Evaluation Program discount may not be combined with any other discount. Taxes, shipping, handling and other fees may apply to an Evaluation Program purchase. Limitations on the number of WD products available per eligible Member may also apply. Member understands and agrees that any WD products purchased through the Evaluation Program are for use only by the Member and may not be resold.
   2. WD may modify membership benefits and incentives at any time during the Program without prior notice.

1. The Program shall continue until such time as WD, in its sole discretion, elects to designate a Program termination date. WD has the right to terminate the Program at any time, for any reason, by providing notice on the Site. WD may terminate the Program without such notice, in whole or in part, in any jurisdiction(s), unless otherwise required to provide notice by applicable law.
2. WD reserves the right to discontinue, revoke, terminate, cancel, or suspend any membership, Reward, and/or any and all unredeemed Points, or take other action at its sole and unfettered discretion, in cases of: (1) Member violation of these Program Details; (2) Member fraud or abuse involving the Program, Point earning, Reward redemption, or the Evaluation Program; (3) misrepresentation of any information or any misuse of this Program; (4) violation of any national, state, or local law or regulation in connection with the use of membership privileges; (5) failure to pay any bills due to WD; (6) payment of a check to WD that is returned for insufficient funds or is invalid for any reason; (7) maintenance of more than one active account per Member; (8) physical, verbal, or written abuse of WD personnel; (9) action, in any other way, to the detriment of the Program or WD, including without limitation any infringement or violation of WD's intellectual property rights; or (10) WD’s termination of the Program; all as may be determined by WD in its sole discretion. In addition to discontinuance of Program membership, WD shall have the right to take appropriate administrative and/or legal action, including, without limitation, criminal prosecution, as it deems necessary in its sole discretion. Subject to applicable law, membership will terminate automatically upon a Member’s filing for bankruptcy or otherwise becoming subject to a bankruptcy proceeding.
3. Discontinued, revoked, terminated or cancelled membership will result in the loss of all accumulated Points and the closing of the Member’s account. If WD revokes a Member’s account for any reason, the Member may not reapply for membership and any account opened in the Member’s name and Points earned in that account shall be forfeited upon discovery.
4. If a Member cancels its membership, or if the Member’s account is closed due to inactivity, the Member may reapply for membership at a later date, but it will not recover any Points forfeited from the prior membership.

1. YOU, THE MEMBER AND USER EACH AGREE THAT WD AND ITS AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES, AND AGENTS (COLLECTIVELY, THE “RELEASED PARTIES”) WILL HAVE NO LIABILITY OR RESPONSIBILITY WHATSOEVER FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES OR ANY FINANCIAL LOSS (INCLUDING, BUT NOT LIMITED TO, LOST REVENUE, LOST PROFITS, EXPENSES OR BUSINESS INTERRUPTION) WHATSOEVER, WITH RESPECT TO ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THE USE OR INABILITY TO USE THE PROGRAM, THE SITE OR THE MATERIALS, INFORMATION, OR SERVICES CONTAINED IN OR ACCESSIBLE FROM THIS SITE OR ALLEGED TO HAVE RESULTED FROM AN ACT OR OMISSION OF ANY OF THE RELEASED PARTIES UNDER ANY THEORY OF LIABILITY, WHETHER BASED ON CONTRACT, TORT OR OTHERWISE, EVEN IF THE RELEASED PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL THE RELEASED PARTIES’ LIABILITY EXCEED THE AMOUNT PAID BY YOU, THE MEMBER OR USER, AS APPLICABLE, FOR THE PROGRAM. FURTHERMORE, YOU, THE MEMBER AND USER EACH AGREE TO HOLD THE RELEASED PARTIES HARMLESS FOR ANY LIABILITY FOR ANY INJURIES, LOSSES, OR DAMAGES OF ANY KIND, INCLUDING PERSONAL INJURY OR DEATH, OR PROPERTY DAMAGE, ARISING IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, FROM ANY ACTION TAKEN OR NEGLECTED TO BE TAKEN WITH REGARD TO THE PROGRAM, ANY REWARD, THE SITE OR ANY ACTION BY YOU, THE MEMBER OR USER, AS APPLICABLE, WHICH VIOLATES THESE TERMS & CONDITIONS, ANY LAW OR REGULATION. YOU, THE MEMBER AND USER EACH AGREE TO DEFEND THE RELEASED PARTIES FROM AND AGAINST ANY AND ALL ACTIONS, CAUSES OF ACTION, SUITS, CLAIMS, LIABILITIES AND JUDGMENTS (EACH A “CLAIM”) AND INDEMNIFY THE RELEASED PARTIES FOR ALL COSTS, EXPENSES (INCLUDING LEGAL FEES) AND DAMAGES THEY INCUR INSOFAR AS SUCH CLAIM IS BROUGHT BY A THIRD PARTY AND ARISES OUT OF OR IS RELATED TO ANY ALLEGATION THAT YOU, THE MEMBER AND/OR USER HAS VIOLATED ANY TERMS WITHIN THESE TERMS & CONDITIONS, ANY LAW OR REGULATION.
   
2. THE RELEASED PARTIES ARE NOT RESPONSIBLE FOR (A) LOSS OR MISDIRECTION OF, OR DELAY IN RECEIVING, ANY MEMBERSHIP CORRESPONDENCE OR REWARD; (B) THEFT OR UNAUTHORIHIZED REDEMPTION OF POINTS OR REWARDS OR USE OF REWARDS CAUSED BY CIRCUMSTANCES BEYOND THE REASONABLE CONTROL OF THE RELEASED PARTIES; (C) ANY ACTS OR OMISSIONS OF THIRD PARTIES; OR (D) ANY ERRORS PUBLISHED IN RELATION TO THE REWARDS OR THE PROGRAM, INCLUDING, WITHOUT LIMITATION, ANY TYPOGRAPHICAL ERRORS, ERRORS OF DESCRIPTION, AND ERRORS REGARDING ELIGIBLE PURCHASES OR ELIGIBLE REWARDS. WD RESERVES THE RIGHT TO CORRECT ANY ERRORS WITHOUT NOTICE.
3. IN NO EVENT SHALL THE RELEASED PARTIES BE LIABLE TO YOU, ANY MEMBER OR USER FOR ANY DELAY IN OR FAILURE TO PERFORM DUE TO CAUSES BEYOND ANY OF THE RELEASED PARTIES’ CONTROL, INCLUDING, WITHOUT LIMITATION, ANY ACT OF GOD, ACT OF WAR, NATURAL DISASTER, WEATHER, TERRORISM, OR ANY ACT OR OMISSION OF A THIRD PARTY.
4. THE SOLE REMEDY AVAILABLE TO THE MEMBER WITH RESPECT TO ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THE USE OR INABILITY TO USE THE PROGRAM, THE SITE OR THE MATERIALS, INFORMATION, OR SERVICES CONTAINED IN OR ACCESSIBLE FROM THIS SITE OR ALLEGED TO HAVE RESULTED FROM AN ACT OR OMISSION OF ANY OF THE RELEASED PARTIES (REGARDLESS OF WHETHER THE MEMBER’S CLAIM IS BASED IN LAW OR EQUITY) SHALL BE THE CREDITING OR RE-CREDITING TO THE MEMBER’S PROGRAM ACCOUNT OF POINTS IN AN AMOUNT NO GREATER THAN THE NUMBER OF POINTS AT ISSUE OR THE VALUE OF THE REWARD OR OTHER INCENTIVE AT ISSUE.
5. SOME JURISDICTIONS MAY NOT ALLOW SUCH EXCLUSIONS OR LIMITATIONS OF LIABILITY FOR DAMAGES AS PROVIDED IN THESE TERMS & CONDITIONS. IN SUCH JURISDICTIONS, LIABILITY IS LIMITED TO THE FULL EXTENT PERMITTED BY LAW.
6. THIS SECTION WILL SURVIVE TERMINATION OF A MEMBER’S PARTICIPATION IN THE PROGRAM.
7. THE MEMBER IS RESPONSIBLE FOR ALL APPLICABLE TAXES (FEDERAL, STATE, LOCAL, AND/OR FOREIGN) LEVIED UPON THE REWARDS REDEEMED BY THE MEMBER UNDER THE PROGRAM.

1. General
   
   1. Members may be provided with the ability to use usernames, passwords, or other codes or devices to gain access to restricted portions (“Access Codes”) of the Site. The content contained in such restricted areas is confidential to WD, and is provided to the Member for its personal use only. Member agrees to (i) protect WD’s information identified as confidential or that reasonably should be considered confidential (“Confidential Information”); (ii) use Confidential Information only to fulfill its obligations under these Terms & Conditions; and (iii) promptly return Confidential Information to WD upon written request by WD or termination of these Terms & Conditions, whichever occurs first. Member’s confidentiality obligations for Confidential Information shall survive five (5) years from the date of Member’s termination from the Program. WD reserves the right to prohibit the use of such Access Codes by the Member or on its behalf by third parties, where WD determines that such use interferes with the Site’s operation or results in commercial benefits for other entities to WD’s detriment.
   2. WD authorizes Members and users of the Site to view and download materials (“Materials”) available on the Site only for such Members’ or users’ (as applicable) personal and commercial use; provided, however, that Members and users (as applicable) refrain from removing any copyright and other proprietary notices contained in the original Materials or in any copies of the Materials. The copyright in the Materials is held by WD, its subsidiaries or affiliates, or third parties. Members and users of the Site may not modify the Materials available on the Site in any way or in any form or by any means, including, without limitation, electronic, mechanical, photocopying, recording, or otherwise, without the prior written permission of WD or other copyright owner.
   3. Links to third party websites from the Site are provided solely as a convenience to Members and users of the Site. If a Member or user of the Site uses these links, such Member or user (as applicable) will leave the Site. WD has not reviewed all of these sites or their content. WD does not endorse or make any representations about them, or any information, software, or other products or materials found there, or any results that may be obtained from using them. If a Member or user of the Site decides to access any of the third party websites linked to or from the Site, such Member or user (as applicable) does so entirely at their own risk.
2. Disclaimer
   
   1. EXCEPT AS SPECIFICALLY PROVIDED OTHERWISE IN THESE TERMS & CONDITIONS, THE PROGRAM, REWARDS, SITE, AND MATERIALS, INFORMATION AND SERVICES AT THIS SITE ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS OTHERWISE STATED HEREIN, WD DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF ANY THIRD PARTY RIGHTS. SOME JURISDICTIONS MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU, THE MEMBER AND/OR USER. YOU, THE MEMBER AND USER ARE RESPONSIBLE FOR CHECKING LOCAL LAWS FOR ANY RESTRICTIONS OR LIMITATIONS REGARDING THESE LIMITATIONS OR EXCLUSIONS.
   2. WD does not warrant or make any representation regarding the quality, validity, accuracy, or completeness of the Program, the Program Details, the Materials or any services, or that your, a Member’s and/or a user’s use of the Site will be uninterrupted or error-free, or that the Site is free from any viruses or other harmful mechanisms.
   3. WD may make changes to this Program, the Site, the Materials or any services related thereto, or to the products, specifications, or information described in them, at any time without notice. This Site and/or the Materials may refer to products, programs, or services that are not available in a particular country or region. Members should consult with their local WD authorized distributor and/or Vendor for information concerning the products, programs, and services that may be available to such Members.

1. General
   
   1. WD’s failure to enforce any right or provision of these Terms & Conditions does not constitute a waiver of that right or provision. WD may revise the Terms & Conditions at any time by posting the revised Terms & Conditions (as applicable) on this Site. A Member’s continued use of the Site and/or the Program after the posting of any changes to these Terms & Conditions constitutes such Member’s acceptance of those changes. To view the most current version of these Terms & Conditions at any time, click on the “Terms & Conditions” link available on the Site.
   2. All questions or disputes regarding these Terms & Conditions will be resolved by WD in its sole discretion.
   3. WD reserves the right to verify that Members have at all times complied with eligibility conditions and the right at all times to monitor Members’ participation in the Program to ensure compliance with these Terms & Conditions. WD also reserves the right to review, retain, and/or disclose any information that it collects from Members through the Program as necessary to satisfy any applicable law, regulation, legal process, or governmental request. Calls to and from WD’s Customer Service Teams may be monitored and/or recorded for training and security purposes.
   4. If WD, its affiliates, or agents determine, in their sole discretion, that they suspect the presence of electronic forgery in the Program or if in fact this has been the case, or if technical difficulties compromise the Program’s integrity, WD may cancel or modify the Program and/or cancel memberships under suspicion. Any attempt by a Member or any other individual to deliberately harm the Site or sabotage the Program’s legitimate operation is a violation of penal and civil laws and WD reserves the right to seek redress against the responsible party or parties to the maximum extent allowed by law.
   5. WD will not be held responsible for Members entering incomplete or wrong information, or for the technical malfunction of the Internet, phone networks or the software (or the combination of either), or for data lost, delayed, or spoiled. WD is not responsible for typographical or printing errors in any materials related to the Program. WD will not accept responsibility for damaged, lost, or misdirected email, mail, or faxes. Proof of emailing/posting/faxing is not proof of receipt.
   6. Member will for all purposes remain as an independent contractor and no partnership, agency, distribution, joint venture or employee/employer relationship is intended or shall be implied. Member will for no purpose act as or represent itself to be an employee or agent of WD or authorized to act for or on WD's behalf. Member shall not have any right, power, or authority to act or create any obligation, express or implied, on behalf of WD. Without limiting the foregoing, Member acknowledges that use of the term “partner” in the Program materials does not constitute or imply a legal partnership or fiduciary relationship between the parties. Member will defend and hold WD harmless from all claims arising out of Member’s conduct.
   7. Member shall use reasonable efforts in the performance of its duties under this Agreement to safeguard the property rights and proprietary interests of WD, including, but not limited to, any intellectual property rights of WD. Member shall not obscure or alter in any fashion the serial number on any WD product or its packaging. Member shall only sell WD products for their intended use. Additionally, Member agrees only to sell legitimate WD products and will not sell or encourage others to sell counterfeit WD products. Breach of the obligations in this paragraph shall entitle WD to terminate this Agreement and/or demand surrender of anything which is obtained by way of such infringement and/or to claim indemnification of such loss as has been suffered by WD.
   8. The English language version of these Terms & Conditions shall prevail over any translations of them. These Terms & Conditions are not assignable in whole or in part by Member, by operation of law, change of control or otherwise. Any attempt by Member to assign these Terms & Conditions will be null and void and may result in Member being terminated from the Program, at WD’s sole discretion. WD may assign all, or part of its right, title and interest under these Terms & Conditions to any of its subsidiaries or to a third party in its sole discretion.
   9. Member acknowledges that WD products, software, and technology are subject to export and import controls under the laws and regulations of the United States, the European Union and other countries, and Member will comply strictly with all such export control and import laws and regulations. Without limiting the generality of this Section VI.9., Member certifies that it will conduct appropriate screening and it will not: (i) export, re-export, transfer or divert any WD Products, software or technology to any person, entity (e.g. Specially Designated Nationals, Denied Persons) or destination that is restricted or embargoed under any such export control laws and regulations; or (ii) export, re-export, transfer, or divert any WD products, software or technology for activities, directly or indirectly, related to the proliferation of nuclear, chemical or biological weapons or missiles, or in any other military application, except as authorized under all applicable export control laws and regulations. Member further agrees that WD products, software, and technology may include encryption functionality and are therefore subject to additional export and import restrictions and that Member is responsible for complying with any and all restrictions and regulatory requirements.
   10. Member and its subsidiaries, directors, officers, employees, and other persons acting on its behalf shall at all times comply with the U.S. Foreign Corrupt Practices Act, as amended, the U.K. Bribery Act, and all applicable anti-corruption laws in the jurisdictions in which they operate (collectively, the “Anti-Corruption Laws”), and: (A) in connection with these Terms & Conditions or any transaction involving WD, Member and its subsidiaries, directors, officers, employees, and other persons acting on its behalf shall not take any action, directly or indirectly, that may result in a violation of the Anti-Corruption Laws by Member or WD, including, without limitation, making, offering, authorizing, or promising any payment, contribution, gift, business courtesy, bribe, rebate, kickback, or giving of any other thing of value, regardless of form or amount, to any (i) foreign or domestic government official or employee, (ii) employee of a foreign or domestic government-owned or government-controlled entity, (iii) foreign or domestic political party, political official, or candidate for political office, or (iv) any officer or employee of a public international organization, to receive favorable treatment in obtaining or retaining business, to pay for favorable treatment already secured, or to obtain a competitive advantage for any party; (B) in connection with any aspect of these Terms & Conditions or any transaction involving WD, Member and its subsidiaries, directors, officers, employees, and other persons acting on its behalf shall not make, offer, authorize, or promise any payment, contribution, gift, business courtesy, bribe, rebate, kickback, or giving of any other thing of value, regardless of form or amount, to anyone to obtain or retain business or a business advantage; (C) if Member learns or has reason to know that conduct in violation of this Section VI.9. has or may have occurred, then it shall immediately notify WD of such conduct; (D) at WD’s request, Member shall certify in writing that conduct in violation of this Section VI.9. has not occurred; (E) Member agrees to maintain accurate accounting of all expenses incurred in connection with WD business; (F) Member represents that in the ten (10) years preceding the acceptance of these Terms & Conditions, neither Member nor any of its subsidiaries has received notice from, made a voluntary disclosure to, or been assessed any fine or penalty by, the U.S. Department of Justice, the U.S. Securities and Exchange Commission, the U.K. Serious Fraud Office, or any other governmental entity regarding alleged, possible, or actual violations of the Anti-Corruption Laws; and (G) WD or a third party of its choosing has the right to access, review, and audit the books, records, and accounts of the Member and any of its affiliates and subsidiaries, to the extent that they are relevant to these Terms & Conditions or any other transaction involving WD in order to monitor and ensure Member's compliance with this Section VI.10. Such access, audit and review shall be reasonable as to scope, place, date, and time.
2. Communications
   
   1. By enrolling in the Program, Members authorize WD to communicate with them via various communication channels (including, without limitation, e-mail, post mail, telephone communication, and any other means of communication utilized by the Program).
   2. Members agree to allow WD, its affiliates, program administrator, and any rewards providers to store and use Members’ contact information, including names, phone numbers, e-mail addresses, and other information provided to WD through the Program (collectively, “Member Information”), anywhere they do business, in accordance with WD’s Privacy Statement (https://www.westerndigital.com/legal/privacy-statement).
   3. Members consent to such Member Information being used for the purpose of furthering Members’ commercial relationship with WD and with the Program only, and may be provided to contractors acting on WD’s behalf, WD distributors and Vendors who promote, market, and support certain WD products and services, and assignees of WD and its subsidiaries for uses consistent with that purpose. Members may at any time and with future effect withdraw their consent to (or opt-out from) receiving marketing telephone calls and/or electronic communications from WD by informing WD here.
3. Security Measures
   
   1. Access to some content accessible from the Site is password controlled. Members are solely responsible for maintaining the confidentiality of their user IDs and passwords and access to their accounts, and they are solely responsible for all activities that occur under their user IDs and passwords.
   2. A Member shall immediately notify WD of any unauthorized use of its ID, passwords, or accounts. WD will not be liable for any loss that a Member may incur as a result of someone else using that Member’s user ID and passwords, or their accounts.
4. Governing Law
   
   1. The Program, the Site, and these Terms & Conditions are governed by the laws of the State of California, U.S.A., without regard to conflict of laws provisions. Any legal proceeding whether on the basis of contract, tort, or on any other basis arising out of the use of, or in connection with, the Program, the Program Details, the Materials, the Site, or these Terms & Conditions must be brought exclusively in a court of competent jurisdiction in Orange County, California, U.S.A.
   2. Membership, membership benefits, and awards are offered in good faith; however, they may not be available if prohibited or restricted by applicable law or regulation in the U.S.A. or any Member’s country of residence. If, for any reason, a court of competent jurisdiction finds any provision of these Terms & Conditions to be unenforceable, that provision will be enforced to the maximum extent permissible so as to affect the intent of these Terms & Conditions, and the remainder of these Terms & Conditions will continue in full force and effect. All disputes which cannot be resolved between the parties, and causes of action arising out of or connected with the Program, shall be resolved individually, without resort to any form of class action.
   3. The awarding of Points, the redemption of Rewards, and participation in the Program are void where prohibited by law (including, for the avoidance of doubt, domestic and/or international anti-bribery laws).
5. Intellectual Property
   
   1. Member acknowledges that the WD brand and trademarks represent the prestige and goodwill that WD has earned for itself and are well recognized in the minds of the public, and that it is of great importance to each party that, in the sale of WD products, the high standards, reputation and image established by WD be maintained at all times. Accordingly, Member agrees that it shall strictly adhere to the WD Trademark and Logo Usage Guidelines (https://www.westerndigital.com/legal/trademarks) (“Guidelines”), which are incorporated herein by reference. Subject to the terms and conditions of these Terms & Conditions and the Guidelines, WD grants to Member, a non-exclusive, non-transferable, limited, fully-revocable, royalty-free license to use WD’s copyrighted material, trademarks, logos, slogans and trade dress for the sole purpose of selling WD products during the term of Member’s membership in the Program (“Member License”). Other brand and product names are the property of their respective companies and you, the Member and/or user are required to respect the intellectual property rights of those companies by complying with any restrictions and/or guidelines on use of such brand and product names.
   2. WD shall retain all ownership rights, title and interest in WD’s copyrighted material, trademarks, logos, slogans, trade dress and brand. Any and all rights under trademark or copyright law or otherwise relating to the WD’s or its affiliates’ respective intellectual property (e.g., goodwill) shall inure exclusively to the benefit of the respective owners. Any suggested modifications or improvements to WD products or advertising material submitted to WD by Member shall become WD’s exclusive property to exploit or to not exploit as WD solely deems appropriate without necessity for remuneration or attribution to Member. WD shall have the sole and exclusive right to defend its trademarks, copyrights, patents, trade secrets and other proprietary information and rights. Upon request of WD, Member shall provide WD with all reasonable assistance and cooperation in relation to such actions taken by WD. Member shall have no right to undertake the defense of or bring any action with respect to any of the above matters and issues without WD’s prior written approval, which may be granted or withheld in WD’s sole and absolute discretion. Member acknowledges and agrees that it shall not take any action that might jeopardize the status of any trademarks, copyrights, service marks or tradenames of WD. Upon discontinuance, revocation, termination or cancellation of Member’s membership in the Program, the Member License is hereby immediately terminated and Member shall immediately cease any and all use of any trademark, service mark, tradename or copyright for which consent to use had been granted by WD.
   3. Subject to the terms of these Terms & Conditions, Member hereby grants to WD, and WD hereby accepts, a worldwide, non-exclusive, non-transferable, sub-licensable, royalty-free right and license to use, reproduce and display Member’s trademark(s) and copyrights during the term of the Program on any website or promotional, advertising, flyers, documentation, photos, movies, videos, film, collateral or other material used by WD in connection with the marketing, sale, promotion and distribution of WD products (e.g. select Member listing (based on tier level and/or purchases) in Where to Buy section of WD website). WD’s use of Member’s trademarks and copyrights, as authorized pursuant to these Terms & Conditions: (a) shall not create any ownership right in WD to the Member’s trademarks or copyrights and (b) shall inure to the benefit of Member.

THESE TERMS & CONDITIONS SUPERSEDE ANY PRIOR TERMS & CONDITIONS.

Last Modified: December 1, 2023

Western Digital Technologies, Inc. (“WD,” “we,” “us”) offers its reseller and system integrator customers who buy a select line-up of WD products the opportunity to participate in the Western Digital Pro Rewards Program (the “Program”) and earn rewards and incentives such as direct incentives, training, member-only promotions, exclusive access to marketing tools, and more while maintaining established purchasing and fulfillment relationships with our distributors and other specific vendors (as WD may identify within a Member account from time to time) (“Vendors”). These Program terms and conditions (“Terms & Conditions”) govern the Program and WD’s relationship with members of the Program (each a “Member” and, collectively, the “Members”) and users of the Program on the www.westerndigital.com website (“Site”). Membership in the Program (and/or use of the Site) is subject to these Terms & Conditions, and unless specifically indicated otherwise, these Terms & Conditions apply to all Members and users of the Site. By continuing to use this Site and/or becoming a Member of the Program, you, the Member and/or user accept and agree to comply with these Terms & Conditions. If you, the Member and/or user do not agree to these Terms & Conditions, you, the Member and/or user may not access, browse, or otherwise use the Site. These Terms & Conditions and the Program Details (as defined in Section I.1 below) contain the entire agreement with respect to the subject matter hereof and supersede all representations made, whether oral or written, and previous promotional rewards or loyalty program terms and conditions, rules, regulations, policies, and procedures that may have previously been in effect with respect to the subject matter herein.

By submitting a request to WD to become a Member, you, the representative of such business, organization, and/or institution (“you”) hereby confirm that you have read and agree to these Terms & Conditions and agree, warrant and represent that:

1. You have read, understood and accepted these Terms & Conditions on behalf of the business, organization, and/or institution you are enrolling and confirm that your completion of the electronic acceptance process for these Terms & Conditions is equivalent to your handwritten signature to accept these Terms & Conditions;
2. You are an authorized representative of the business, organization, and/or institution that you are enrolling, and have the right and authority to bind, and hereby do enroll and bind, the business, organization, and/or institution to these Terms & Conditions, any other rules, regulations, policies, procedures referenced herein, and any additional terms and conditions necessary for access to and use of any password-controlled content related to the Program;
3. The business, organization, and/or institution that you are enrolling: (i) is eligible for membership, (ii) will only activate one Member account (which may include sub-accounts, if permitted by WD, for individual users for each Member, however, any Program benefits earned via a sub-account will benefit the Member account only; sub-accounts are ineligible for Program benefits), and (iii) will be enrolled in only one promotional rewards, rebate program, discount program or loyalty program with WD;
4. Participation in the Program is consistent with the internal policies of the business, organization, and/or institution that you are enrolling;
5. Information provided by you in the enrollment process is accurate and complete;
6. The business, organization, and/or institution that you are enrolling owns all right, title, and interest in and to its trademarks that are licensed herein; and
7. You and the business, organization, and/or institution that you are enrolling are responsible for following and will comply with the most recent version of WD's Trademark and Logo Usage Guidelines and any and all applicable laws.

If you require clarification or further information with regard to any of these Terms & Conditions, you may contact WD via the Contact Us link at https://www.westerndigital.com/company/contact-us

1. Program membership and its benefits are offered at the sole discretion of WD, and participation in the Program is subject to these Terms & Conditions, and any other rules, regulations, policies, or procedures that WD may, in its discretion, adopt from time to time (collectively, the “Program Details”). WD has the sole discretion to interpret and apply these Terms & Conditions and any Program Details, and all related questions or disputes regarding same will be resolved by WD in its sole discretion.
2. WD may amend the Program Details at any time without notice. These Terms & Conditions may only be modified, superseded, or changed in writing by WD.
3. Program eligibility and membership shall be determined at the sole discretion of WD. WD reserves the right, in its sole discretion, to determine a Member’s membership status, including accepting a Member into the Program, terminating a Member from the Program, and determining whether a Member is entitled to receive rewards (or whether such Member is entitled to use the Program for informational and instructional purposes only).
4. Program membership is generally available to businesses, organizations, and/or institutions that meet the qualifying criteria for membership (“Customers”). Membership is limited to one (1) per business, organization, and/or institution. Individuals (and certain online resellers that have a direct promotional relationship with WD) are excluded from Program membership.
5. Qualifying criteria for membership and membership levels may differ from country to country.
6. Decisions made by WD regarding eligibility, membership, and termination of membership are final and are not subject to dispute.
7. The Program features multiple membership categories and levels. Membership qualifying criteria generally differ for each category and level. Membership level eligibility shall be determined at the sole discretion of WD. The criteria and time period for membership level classification is described in your Member account.
8. Certain Customers may not be eligible to participate in the Program due to (i) other arrangements or agreements in place for the benefit of those Customers; (ii) restrictions imposed by applicable local, state, federal, or foreign laws, rules, regulations, ordinances, codes, orders, or decrees (e.g., restrictions prohibiting governmental agencies from participating in programs offering rewards or benefits); or (iii) the failure to satisfy the qualifying criteria imposed by WD in its sole discretion.
9. WD’s authorized distributors and Vendors may enroll in the Program. However, WD’s authorized distributors and Vendors are not entitled to earn and redeem Points (as defined below) in connection with their Program membership. Such Members are only entitled to use the Program for (and such Members’ Program membership shall be limited to) informational and instructional purposes.
10. WD reserves the right, in its sole discretion, to create and execute ad hoc incentive or benefit programs that may deviate from, be in addition to, or be a permanent or temporary replacement for the Program or certain parts, Points or Rewards of the Program. Eligibility and any additional terms and conditions for such ad hoc incentive or benefit programs shall be determined at the sole discretion of WD.
11. Rewards provided by this Program are intended to inure solely for the benefit of the Customer enrolled in the Program. Individuals enrolling in the Program on behalf of Customer must ensure that all appropriate Customer owners and/or representatives are notified of Customer’s participation in, and receipt of any benefits from, the Program. Program participation is prohibited in any circumstance where such participation has not been authorized by and disclosed to an authorized Customer owner and/or representative. You warrant and represent that participation in the Program would not impair your duty of loyalty to Customer or otherwise create conflicts of interest between you and Customer. You must immediately notify WD and Customer in writing in the event participation in the Program creates a conflict of interest or impairs your duty of loyalty to Customer.

1. Membership benefits generally differ across membership categories and levels, and may vary by country/region. WD may cap the number of Points (as defined below) that certain Members may earn. Members may also be required to reach certain Point totals (and/or minimum Point averages) in order to be eligible for certain types of Rewards (as defined below).
2. Earning Program Points
   
   1. Members may earn Program points (“Points”) when they purchase certain eligible WD products in new condition (not recertified and/or refurbished) from WD’s authorized distributors and/or Vendors. The list of WD products eligible to earn Points in the Program will be set out in the Member account for the applicable country/region for the Member. WD may change the products and/or Points for such products set out in the Member account at any time without prior notice and at its sole discretion.
   2. WD will use point of sales reports provided to WD by WD’s authorized distributors and Vendors and/or Customer registration information submitted to WD as the primary basis for determining the number of Points earned by a Member. WD may also use such other reports and resources as it believes are appropriate to determine or audit a Member’s Points earnings, in its sole discretion.
   3. WD shall determine, in its sole discretion, the number of Points (if any) awarded to Members for eligible purchases, and WD shall be entitled to change the number of Points awarded for eligible purchases at any time. WD’s decisions as to whether a purchase is a purchase eligible for Points and how many Points such purchase may earn are final and are not subject to dispute for any reason by the Member concerned or by any third party, except at WD’s sole discretion. WD reserves the right to correct any Points posted in error.
   4. The list of WD products eligible for Points and the Point values assigned to eligible purchases may vary from country to country or by membership level, as determined by WD in its sole discretion.
   5. Points will be earned and accrued during each points earning period, as set forth in the Member account after logging into the Site (“Program Period”). POINTS EARNED DURING A PARTICULAR PROGRAM PERIOD WILL BE ATTRIBUTED ONLY TO THE PROGRAM PERIOD IN WHICH THEY WERE ACCRUED AND CANNOT BE CARRIED FORWARD TO THE NEXT PROGRAM PERIOD FOR EITHER EARNING OR REDEMPTION PURPOSES, UNLESS SPECIFIED OTHERWISE.
3. Redeeming Program Points
   
   1. In order to redeem Points for certain rewards identified by WD within a Member’s account (“Rewards”), a Member must have accumulated a minimum number of Points in a Program Period. The minimum number of Points required is set forth in the Member account after logging into the Site. A Member may redeem Points for Rewards if the Member has met or exceeded the minimum Points required for redemption, as imposed by WD for the specific Reward. A Member that fails to meet the applicable minimum Points requirement for a specific Program Period may not be eligible to redeem Points for any Reward for that Program Period, and all points earned by the Member for that Program Period will be forfeited at the beginning of a new Program Period, unless otherwise specified.
   2. Information about Rewards is available in your Member account after logging into the Site. WD may modify the Rewards available for redemption at any time during the Program without prior notice.
   3. Neither Points nor Rewards are transferable.
   4. A Member has no right to request or require substitution of a Reward. WD reserves the right to substitute a Reward of equal or greater value if a Reward is unavailable (or for any other reason) at its sole discretion.
   5. Program Rewards will not be available to Members that have not complied with all of these Terms & Conditions, as determined by WD in its sole discretion. WD may require proof of compliance and/or may audit and inspect, or have an independent third party auditor inspect and audit, a Member’s records from time to time to confirm the Member’s compliance with these Terms & Conditions.
4. Redeeming Program Points
   
   1. Information about any further benefits of membership in a category and/or level is available in your Member account after logging into the Site. Members in certain countries may be eligible to evaluate certain WD products at a discounted price (“Evaluation Program”). The Evaluation Program discount may not be combined with any other discount. Taxes, shipping, handling and other fees may apply to an Evaluation Program purchase. Limitations on the number of WD products available per eligible Member may also apply. Member understands and agrees that any WD products purchased through the Evaluation Program are for use only by the Member and may not be resold.
   2. WD may modify membership benefits and incentives at any time during the Program without prior notice.

1. The Program shall continue until such time as WD, in its sole discretion, elects to designate a Program termination date. WD has the right to terminate the Program at any time, for any reason, by providing notice on the Site. WD may terminate the Program without such notice, in whole or in part, in any jurisdiction(s), unless otherwise required to provide notice by applicable law.
2. WD reserves the right to discontinue, revoke, terminate, cancel, or suspend any membership, Reward, and/or any and all unredeemed Points, or take other action at its sole and unfettered discretion, in cases of: (1) Member violation of these Program Details; (2) Member fraud or abuse involving the Program, Point earning, Reward redemption, or the Evaluation Program; (3) misrepresentation of any information or any misuse of this Program; (4) violation of any national, state, or local law or regulation in connection with the use of membership privileges; (5) failure to pay any bills due to WD; (6) payment of a check to WD that is returned for insufficient funds or is invalid for any reason; (7) maintenance of more than one active account per Member; (8) physical, verbal, or written abuse of WD personnel; (9) action, in any other way, to the detriment of the Program or WD, including without limitation any infringement or violation of WD's intellectual property rights; or (10) WD’s termination of the Program; all as may be determined by WD in its sole discretion. In addition to discontinuance of Program membership, WD shall have the right to take appropriate administrative and/or legal action, including, without limitation, criminal prosecution, as it deems necessary in its sole discretion. Subject to applicable law, membership will terminate automatically upon a Member’s filing for bankruptcy or otherwise becoming subject to a bankruptcy proceeding.
3. Discontinued, revoked, terminated or cancelled membership will result in the loss of all accumulated Points and the closing of the Member’s account. If WD revokes a Member’s account for any reason, the Member may not reapply for membership and any account opened in the Member’s name and Points earned in that account shall be forfeited upon discovery.
4. If a Member cancels its membership, or if the Member’s account is closed due to inactivity, the Member may reapply for membership at a later date, but it will not recover any Points forfeited from the prior membership.

1. YOU, THE MEMBER AND USER EACH AGREE THAT WD AND ITS AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES, AND AGENTS (COLLECTIVELY, THE “RELEASED PARTIES”) WILL HAVE NO LIABILITY OR RESPONSIBILITY WHATSOEVER FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES OR ANY FINANCIAL LOSS (INCLUDING, BUT NOT LIMITED TO, LOST REVENUE, LOST PROFITS, EXPENSES OR BUSINESS INTERRUPTION) WHATSOEVER, WITH RESPECT TO ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THE USE OR INABILITY TO USE THE PROGRAM, THE SITE OR THE MATERIALS, INFORMATION, OR SERVICES CONTAINED IN OR ACCESSIBLE FROM THIS SITE OR ALLEGED TO HAVE RESULTED FROM AN ACT OR OMISSION OF ANY OF THE RELEASED PARTIES UNDER ANY THEORY OF LIABILITY, WHETHER BASED ON CONTRACT, TORT OR OTHERWISE, EVEN IF THE RELEASED PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL THE RELEASED PARTIES’ LIABILITY EXCEED THE AMOUNT PAID BY YOU, THE MEMBER OR USER, AS APPLICABLE, FOR THE PROGRAM. FURTHERMORE, YOU, THE MEMBER AND USER EACH AGREE TO HOLD THE RELEASED PARTIES HARMLESS FOR ANY LIABILITY FOR ANY INJURIES, LOSSES, OR DAMAGES OF ANY KIND, INCLUDING PERSONAL INJURY OR DEATH, OR PROPERTY DAMAGE, ARISING IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, FROM ANY ACTION TAKEN OR NEGLECTED TO BE TAKEN WITH REGARD TO THE PROGRAM, ANY REWARD, THE SITE OR ANY ACTION BY YOU, THE MEMBER OR USER, AS APPLICABLE, WHICH VIOLATES THESE TERMS & CONDITIONS, ANY LAW OR REGULATION. YOU, THE MEMBER AND USER EACH AGREE TO DEFEND THE RELEASED PARTIES FROM AND AGAINST ANY AND ALL ACTIONS, CAUSES OF ACTION, SUITS, CLAIMS, LIABILITIES AND JUDGMENTS (EACH A “CLAIM”) AND INDEMNIFY THE RELEASED PARTIES FOR ALL COSTS, EXPENSES (INCLUDING LEGAL FEES) AND DAMAGES THEY INCUR INSOFAR AS SUCH CLAIM IS BROUGHT BY A THIRD PARTY AND ARISES OUT OF OR IS RELATED TO ANY ALLEGATION THAT YOU, THE MEMBER AND/OR USER HAS VIOLATED ANY TERMS WITHIN THESE TERMS & CONDITIONS, ANY LAW OR REGULATION.
   
2. THE RELEASED PARTIES ARE NOT RESPONSIBLE FOR (A) LOSS OR MISDIRECTION OF, OR DELAY IN RECEIVING, ANY MEMBERSHIP CORRESPONDENCE OR REWARD; (B) THEFT OR UNAUTHORIHIZED REDEMPTION OF POINTS OR REWARDS OR USE OF REWARDS CAUSED BY CIRCUMSTANCES BEYOND THE REASONABLE CONTROL OF THE RELEASED PARTIES; (C) ANY ACTS OR OMISSIONS OF THIRD PARTIES; OR (D) ANY ERRORS PUBLISHED IN RELATION TO THE REWARDS OR THE PROGRAM, INCLUDING, WITHOUT LIMITATION, ANY TYPOGRAPHICAL ERRORS, ERRORS OF DESCRIPTION, AND ERRORS REGARDING ELIGIBLE PURCHASES OR ELIGIBLE REWARDS. WD RESERVES THE RIGHT TO CORRECT ANY ERRORS WITHOUT NOTICE.
3. IN NO EVENT SHALL THE RELEASED PARTIES BE LIABLE TO YOU, ANY MEMBER OR USER FOR ANY DELAY IN OR FAILURE TO PERFORM DUE TO CAUSES BEYOND ANY OF THE RELEASED PARTIES’ CONTROL, INCLUDING, WITHOUT LIMITATION, ANY ACT OF GOD, ACT OF WAR, NATURAL DISASTER, WEATHER, TERRORISM, OR ANY ACT OR OMISSION OF A THIRD PARTY.
4. THE SOLE REMEDY AVAILABLE TO THE MEMBER WITH RESPECT TO ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THE USE OR INABILITY TO USE THE PROGRAM, THE SITE OR THE MATERIALS, INFORMATION, OR SERVICES CONTAINED IN OR ACCESSIBLE FROM THIS SITE OR ALLEGED TO HAVE RESULTED FROM AN ACT OR OMISSION OF ANY OF THE RELEASED PARTIES (REGARDLESS OF WHETHER THE MEMBER’S CLAIM IS BASED IN LAW OR EQUITY) SHALL BE THE CREDITING OR RE-CREDITING TO THE MEMBER’S PROGRAM ACCOUNT OF POINTS IN AN AMOUNT NO GREATER THAN THE NUMBER OF POINTS AT ISSUE OR THE VALUE OF THE REWARD OR OTHER INCENTIVE AT ISSUE.
5. SOME JURISDICTIONS MAY NOT ALLOW SUCH EXCLUSIONS OR LIMITATIONS OF LIABILITY FOR DAMAGES AS PROVIDED IN THESE TERMS & CONDITIONS. IN SUCH JURISDICTIONS, LIABILITY IS LIMITED TO THE FULL EXTENT PERMITTED BY LAW.
6. THIS SECTION WILL SURVIVE TERMINATION OF A MEMBER’S PARTICIPATION IN THE PROGRAM.
7. THE MEMBER IS RESPONSIBLE FOR ALL APPLICABLE TAXES (FEDERAL, STATE, LOCAL, AND/OR FOREIGN) LEVIED UPON THE REWARDS REDEEMED BY THE MEMBER UNDER THE PROGRAM.

1. General
   
   1. Members may be provided with the ability to use usernames, passwords, or other codes or devices to gain access to restricted portions (“Access Codes”) of the Site. The content contained in such restricted areas is confidential to WD, and is provided to the Member for its personal use only. Member agrees to (i) protect WD’s information identified as confidential or that reasonably should be considered confidential (“Confidential Information”); (ii) use Confidential Information only to fulfill its obligations under these Terms & Conditions; and (iii) promptly return Confidential Information to WD upon written request by WD or termination of these Terms & Conditions, whichever occurs first. Member’s confidentiality obligations for Confidential Information shall survive five (5) years from the date of Member’s termination from the Program. WD reserves the right to prohibit the use of such Access Codes by the Member or on its behalf by third parties, where WD determines that such use interferes with the Site’s operation or results in commercial benefits for other entities to WD’s detriment.
   2. WD authorizes Members and users of the Site to view and download materials (“Materials”) available on the Site only for such Members’ or users’ (as applicable) personal and commercial use; provided, however, that Members and users (as applicable) refrain from removing any copyright and other proprietary notices contained in the original Materials or in any copies of the Materials. The copyright in the Materials is held by WD, its subsidiaries or affiliates, or third parties. Members and users of the Site may not modify the Materials available on the Site in any way or in any form or by any means, including, without limitation, electronic, mechanical, photocopying, recording, or otherwise, without the prior written permission of WD or other copyright owner.
   3. Links to third party websites from the Site are provided solely as a convenience to Members and users of the Site. If a Member or user of the Site uses these links, such Member or user (as applicable) will leave the Site. WD has not reviewed all of these sites or their content. WD does not endorse or make any representations about them, or any information, software, or other products or materials found there, or any results that may be obtained from using them. If a Member or user of the Site decides to access any of the third party websites linked to or from the Site, such Member or user (as applicable) does so entirely at their own risk.
2. Disclaimer
   
   1. EXCEPT AS SPECIFICALLY PROVIDED OTHERWISE IN THESE TERMS & CONDITIONS, THE PROGRAM, REWARDS, SITE, AND MATERIALS, INFORMATION AND SERVICES AT THIS SITE ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS OTHERWISE STATED HEREIN, WD DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF ANY THIRD PARTY RIGHTS. SOME JURISDICTIONS MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU, THE MEMBER AND/OR USER. YOU, THE MEMBER AND USER ARE RESPONSIBLE FOR CHECKING LOCAL LAWS FOR ANY RESTRICTIONS OR LIMITATIONS REGARDING THESE LIMITATIONS OR EXCLUSIONS.
   2. WD does not warrant or make any representation regarding the quality, validity, accuracy, or completeness of the Program, the Program Details, the Materials or any services, or that your, a Member’s and/or a user’s use of the Site will be uninterrupted or error-free, or that the Site is free from any viruses or other harmful mechanisms.
   3. WD may make changes to this Program, the Site, the Materials or any services related thereto, or to the products, specifications, or information described in them, at any time without notice. This Site and/or the Materials may refer to products, programs, or services that are not available in a particular country or region. Members should consult with their local WD authorized distributor and/or Vendor for information concerning the products, programs, and services that may be available to such Members.

1. General
   
   1. WD’s failure to enforce any right or provision of these Terms & Conditions does not constitute a waiver of that right or provision. WD may revise the Terms & Conditions at any time by posting the revised Terms & Conditions (as applicable) on this Site. A Member’s continued use of the Site and/or the Program after the posting of any changes to these Terms & Conditions constitutes such Member’s acceptance of those changes. To view the most current version of these Terms & Conditions at any time, click on the “Terms & Conditions” link available on the Site.
   2. All questions or disputes regarding these Terms & Conditions will be resolved by WD in its sole discretion.
   3. WD reserves the right to verify that Members have at all times complied with eligibility conditions and the right at all times to monitor Members’ participation in the Program to ensure compliance with these Terms & Conditions. WD also reserves the right to review, retain, and/or disclose any information that it collects from Members through the Program as necessary to satisfy any applicable law, regulation, legal process, or governmental request. Calls to and from WD’s Customer Service Teams may be monitored and/or recorded for training and security purposes.
   4. If WD, its affiliates, or agents determine, in their sole discretion, that they suspect the presence of electronic forgery in the Program or if in fact this has been the case, or if technical difficulties compromise the Program’s integrity, WD may cancel or modify the Program and/or cancel memberships under suspicion. Any attempt by a Member or any other individual to deliberately harm the Site or sabotage the Program’s legitimate operation is a violation of penal and civil laws and WD reserves the right to seek redress against the responsible party or parties to the maximum extent allowed by law.
   5. WD will not be held responsible for Members entering incomplete or wrong information, or for the technical malfunction of the Internet, phone networks or the software (or the combination of either), or for data lost, delayed, or spoiled. WD is not responsible for typographical or printing errors in any materials related to the Program. WD will not accept responsibility for damaged, lost, or misdirected email, mail, or faxes. Proof of emailing/posting/faxing is not proof of receipt.
   6. Member will for all purposes remain as an independent contractor and no partnership, agency, distribution, joint venture or employee/employer relationship is intended or shall be implied. Member will for no purpose act as or represent itself to be an employee or agent of WD or authorized to act for or on WD's behalf. Member shall not have any right, power, or authority to act or create any obligation, express or implied, on behalf of WD. Without limiting the foregoing, Member acknowledges that use of the term “partner” in the Program materials does not constitute or imply a legal partnership or fiduciary relationship between the parties. Member will defend and hold WD harmless from all claims arising out of Member’s conduct.
   7. Member shall use reasonable efforts in the performance of its duties under this Agreement to safeguard the property rights and proprietary interests of WD, including, but not limited to, any intellectual property rights of WD. Member shall not obscure or alter in any fashion the serial number on any WD product or its packaging. Member shall only sell WD products for their intended use. Additionally, Member agrees only to sell legitimate WD products and will not sell or encourage others to sell counterfeit WD products. Breach of the obligations in this paragraph shall entitle WD to terminate this Agreement and/or demand surrender of anything which is obtained by way of such infringement and/or to claim indemnification of such loss as has been suffered by WD.
   8. The English language version of these Terms & Conditions shall prevail over any translations of them. These Terms & Conditions are not assignable in whole or in part by Member, by operation of law, change of control or otherwise. Any attempt by Member to assign these Terms & Conditions will be null and void and may result in Member being terminated from the Program, at WD’s sole discretion. WD may assign all, or part of its right, title and interest under these Terms & Conditions to any of its subsidiaries or to a third party in its sole discretion.
   9. Member acknowledges that WD products, software, and technology are subject to export and import controls under the laws and regulations of the United States, the European Union and other countries, and Member will comply strictly with all such export control and import laws and regulations. Without limiting the generality of this Section VI.9., Member certifies that it will conduct appropriate screening and it will not: (i) export, re-export, transfer or divert any WD Products, software or technology to any person, entity (e.g. Specially Designated Nationals, Denied Persons) or destination that is restricted or embargoed under any such export control laws and regulations; or (ii) export, re-export, transfer, or divert any WD products, software or technology for activities, directly or indirectly, related to the proliferation of nuclear, chemical or biological weapons or missiles, or in any other military application, except as authorized under all applicable export control laws and regulations. Member further agrees that WD products, software, and technology may include encryption functionality and are therefore subject to additional export and import restrictions and that Member is responsible for complying with any and all restrictions and regulatory requirements.
   10. Member and its subsidiaries, directors, officers, employees, and other persons acting on its behalf shall at all times comply with the U.S. Foreign Corrupt Practices Act, as amended, the U.K. Bribery Act, and all applicable anti-corruption laws in the jurisdictions in which they operate (collectively, the “Anti-Corruption Laws”), and: (A) in connection with these Terms & Conditions or any transaction involving WD, Member and its subsidiaries, directors, officers, employees, and other persons acting on its behalf shall not take any action, directly or indirectly, that may result in a violation of the Anti-Corruption Laws by Member or WD, including, without limitation, making, offering, authorizing, or promising any payment, contribution, gift, business courtesy, bribe, rebate, kickback, or giving of any other thing of value, regardless of form or amount, to any (i) foreign or domestic government official or employee, (ii) employee of a foreign or domestic government-owned or government-controlled entity, (iii) foreign or domestic political party, political official, or candidate for political office, or (iv) any officer or employee of a public international organization, to receive favorable treatment in obtaining or retaining business, to pay for favorable treatment already secured, or to obtain a competitive advantage for any party; (B) in connection with any aspect of these Terms & Conditions or any transaction involving WD, Member and its subsidiaries, directors, officers, employees, and other persons acting on its behalf shall not make, offer, authorize, or promise any payment, contribution, gift, business courtesy, bribe, rebate, kickback, or giving of any other thing of value, regardless of form or amount, to anyone to obtain or retain business or a business advantage; (C) if Member learns or has reason to know that conduct in violation of this Section VI.9. has or may have occurred, then it shall immediately notify WD of such conduct; (D) at WD’s request, Member shall certify in writing that conduct in violation of this Section VI.9. has not occurred; (E) Member agrees to maintain accurate accounting of all expenses incurred in connection with WD business; (F) Member represents that in the ten (10) years preceding the acceptance of these Terms & Conditions, neither Member nor any of its subsidiaries has received notice from, made a voluntary disclosure to, or been assessed any fine or penalty by, the U.S. Department of Justice, the U.S. Securities and Exchange Commission, the U.K. Serious Fraud Office, or any other governmental entity regarding alleged, possible, or actual violations of the Anti-Corruption Laws; and (G) WD or a third party of its choosing has the right to access, review, and audit the books, records, and accounts of the Member and any of its affiliates and subsidiaries, to the extent that they are relevant to these Terms & Conditions or any other transaction involving WD in order to monitor and ensure Member's compliance with this Section VI.10. Such access, audit and review shall be reasonable as to scope, place, date, and time.
2. Communications
   
   1. By enrolling in the Program, Members authorize WD to communicate with them via various communication channels (including, without limitation, e-mail, post mail, telephone communication, and any other means of communication utilized by the Program).
   2. Members agree to allow WD, its affiliates, program administrator, and any rewards providers to store and use Members’ contact information, including names, phone numbers, e-mail addresses, and other information provided to WD through the Program (collectively, “Member Information”), anywhere they do business, in accordance with WD’s Privacy Statement (https://www.westerndigital.com/legal/privacy-statement).
   3. Members consent to such Member Information being used for the purpose of furthering Members’ commercial relationship with WD and with the Program only, and may be provided to contractors acting on WD’s behalf, WD distributors and Vendors who promote, market, and support certain WD products and services, and assignees of WD and its subsidiaries for uses consistent with that purpose. Members may at any time and with future effect withdraw their consent to (or opt-out from) receiving marketing telephone calls and/or electronic communications from WD by informing WD here.
3. Security Measures
   
   1. Access to some content accessible from the Site is password controlled. Members are solely responsible for maintaining the confidentiality of their user IDs and passwords and access to their accounts, and they are solely responsible for all activities that occur under their user IDs and passwords.
   2. A Member shall immediately notify WD of any unauthorized use of its ID, passwords, or accounts. WD will not be liable for any loss that a Member may incur as a result of someone else using that Member’s user ID and passwords, or their accounts.
4. Governing Law
   
   1. The Program, the Site, and these Terms & Conditions are governed by the laws of the State of California, U.S.A., without regard to conflict of laws provisions. Any legal proceeding whether on the basis of contract, tort, or on any other basis arising out of the use of, or in connection with, the Program, the Program Details, the Materials, the Site, or these Terms & Conditions must be brought exclusively in a court of competent jurisdiction in Orange County, California, U.S.A.
   2. Membership, membership benefits, and awards are offered in good faith; however, they may not be available if prohibited or restricted by applicable law or regulation in the U.S.A. or any Member’s country of residence. If, for any reason, a court of competent jurisdiction finds any provision of these Terms & Conditions to be unenforceable, that provision will be enforced to the maximum extent permissible so as to affect the intent of these Terms & Conditions, and the remainder of these Terms & Conditions will continue in full force and effect. All disputes which cannot be resolved between the parties, and causes of action arising out of or connected with the Program, shall be resolved individually, without resort to any form of class action.
   3. The awarding of Points, the redemption of Rewards, and participation in the Program are void where prohibited by law (including, for the avoidance of doubt, domestic and/or international anti-bribery laws).
5. Intellectual Property
   
   1. Member acknowledges that the WD brand and trademarks represent the prestige and goodwill that WD has earned for itself and are well recognized in the minds of the public, and that it is of great importance to each party that, in the sale of WD products, the high standards, reputation and image established by WD be maintained at all times. Accordingly, Member agrees that it shall strictly adhere to the WD Trademark and Logo Usage Guidelines (https://www.westerndigital.com/legal/trademarks) (“Guidelines”), which are incorporated herein by reference. Subject to the terms and conditions of these Terms & Conditions and the Guidelines, WD grants to Member, a non-exclusive, non-transferable, limited, fully-revocable, royalty-free license to use WD’s copyrighted material, trademarks, logos, slogans and trade dress for the sole purpose of selling WD products during the term of Member’s membership in the Program (“Member License”). Other brand and product names are the property of their respective companies and you, the Member and/or user are required to respect the intellectual property rights of those companies by complying with any restrictions and/or guidelines on use of such brand and product names.
   2. WD shall retain all ownership rights, title and interest in WD’s copyrighted material, trademarks, logos, slogans, trade dress and brand. Any and all rights under trademark or copyright law or otherwise relating to the WD’s or its affiliates’ respective intellectual property (e.g., goodwill) shall inure exclusively to the benefit of the respective owners. Any suggested modifications or improvements to WD products or advertising material submitted to WD by Member shall become WD’s exclusive property to exploit or to not exploit as WD solely deems appropriate without necessity for remuneration or attribution to Member. WD shall have the sole and exclusive right to defend its trademarks, copyrights, patents, trade secrets and other proprietary information and rights. Upon request of WD, Member shall provide WD with all reasonable assistance and cooperation in relation to such actions taken by WD. Member shall have no right to undertake the defense of or bring any action with respect to any of the above matters and issues without WD’s prior written approval, which may be granted or withheld in WD’s sole and absolute discretion. Member acknowledges and agrees that it shall not take any action that might jeopardize the status of any trademarks, copyrights, service marks or tradenames of WD. Upon discontinuance, revocation, termination or cancellation of Member’s membership in the Program, the Member License is hereby immediately terminated and Member shall immediately cease any and all use of any trademark, service mark, tradename or copyright for which consent to use had been granted by WD.
   3. Subject to the terms of these Terms & Conditions, Member hereby grants to WD, and WD hereby accepts, a worldwide, non-exclusive, non-transferable, sub-licensable, royalty-free right and license to use, reproduce and display Member’s trademark(s) and copyrights during the term of the Program on any website or promotional, advertising, flyers, documentation, photos, movies, videos, film, collateral or other material used by WD in connection with the marketing, sale, promotion and distribution of WD products (e.g. select Member listing (based on tier level and/or purchases) in Where to Buy section of WD website). WD’s use of Member’s trademarks and copyrights, as authorized pursuant to these Terms & Conditions: (a) shall not create any ownership right in WD to the Member’s trademarks or copyrights and (b) shall inure to the benefit of Member.

THESE TERMS & CONDITIONS SUPERSEDE ANY PRIOR TERMS & CONDITIONS.

Last Modified: December 1, 2023

Western Digital Technologies, Inc. (“WD,” “we,” “us”) offers its reseller and system integrator customers who buy a select line-up of WD products the opportunity to participate in the Western Digital Pro Rewards Program (the “Program”) and earn rewards and incentives such as direct incentives, training, member-only promotions, exclusive access to marketing tools, and more while maintaining established purchasing and fulfillment relationships with our distributors and other specific vendors (as WD may identify within a Member account from time to time) (“Vendors”). These Program terms and conditions (“Terms & Conditions”) govern the Program and WD’s relationship with members of the Program (each a “Member” and, collectively, the “Members”) and users of the Program on the www.westerndigital.com website (“Site”). Membership in the Program (and/or use of the Site) is subject to these Terms & Conditions, and unless specifically indicated otherwise, these Terms & Conditions apply to all Members and users of the Site. By continuing to use this Site and/or becoming a Member of the Program, you, the Member and/or user accept and agree to comply with these Terms & Conditions. If you, the Member and/or user do not agree to these Terms & Conditions, you, the Member and/or user may not access, browse, or otherwise use the Site. These Terms & Conditions and the Program Details (as defined in Section I.1 below) contain the entire agreement with respect to the subject matter hereof and supersede all representations made, whether oral or written, and previous promotional rewards or loyalty program terms and conditions, rules, regulations, policies, and procedures that may have previously been in effect with respect to the subject matter herein.

By submitting a request to WD to become a Member, you, the representative of such business, organization, and/or institution (“you”) hereby confirm that you have read and agree to these Terms & Conditions and agree, warrant and represent that:

1. You have read, understood and accepted these Terms & Conditions on behalf of the business, organization, and/or institution you are enrolling and confirm that your completion of the electronic acceptance process for these Terms & Conditions is equivalent to your handwritten signature to accept these Terms & Conditions;
2. You are an authorized representative of the business, organization, and/or institution that you are enrolling, and have the right and authority to bind, and hereby do enroll and bind, the business, organization, and/or institution to these Terms & Conditions, any other rules, regulations, policies, procedures referenced herein, and any additional terms and conditions necessary for access to and use of any password-controlled content related to the Program;
3. The business, organization, and/or institution that you are enrolling: (i) is eligible for membership, (ii) will only activate one Member account (which may include sub-accounts, if permitted by WD, for individual users for each Member, however, any Program benefits earned via a sub-account will benefit the Member account only; sub-accounts are ineligible for Program benefits), and (iii) will be enrolled in only one promotional rewards, rebate program, discount program or loyalty program with WD;
4. Participation in the Program is consistent with the internal policies of the business, organization, and/or institution that you are enrolling;
5. Information provided by you in the enrollment process is accurate and complete;
6. The business, organization, and/or institution that you are enrolling owns all right, title, and interest in and to its trademarks that are licensed herein; and
7. You and the business, organization, and/or institution that you are enrolling are responsible for following and will comply with the most recent version of WD's Trademark and Logo Usage Guidelines and any and all applicable laws.

If you require clarification or further information with regard to any of these Terms & Conditions, you may contact WD via the Contact Us link at https://www.westerndigital.com/company/contact-us

1. Program membership and its benefits are offered at the sole discretion of WD, and participation in the Program is subject to these Terms & Conditions, and any other rules, regulations, policies, or procedures that WD may, in its discretion, adopt from time to time (collectively, the “Program Details”). WD has the sole discretion to interpret and apply these Terms & Conditions and any Program Details, and all related questions or disputes regarding same will be resolved by WD in its sole discretion.
2. WD may amend the Program Details at any time without notice. These Terms & Conditions may only be modified, superseded, or changed in writing by WD.
3. Program eligibility and membership shall be determined at the sole discretion of WD. WD reserves the right, in its sole discretion, to determine a Member’s membership status, including accepting a Member into the Program, terminating a Member from the Program, and determining whether a Member is entitled to receive rewards (or whether such Member is entitled to use the Program for informational and instructional purposes only).
4. Program membership is generally available to businesses, organizations, and/or institutions that meet the qualifying criteria for membership (“Customers”). Membership is limited to one (1) per business, organization, and/or institution. Individuals (and certain online resellers that have a direct promotional relationship with WD) are excluded from Program membership.
5. Qualifying criteria for membership and membership levels may differ from country to country.
6. Decisions made by WD regarding eligibility, membership, and termination of membership are final and are not subject to dispute.
7. The Program features multiple membership categories and levels. Membership qualifying criteria generally differ for each category and level. Membership level eligibility shall be determined at the sole discretion of WD. The criteria and time period for membership level classification is described in your Member account.
8. Certain Customers may not be eligible to participate in the Program due to (i) other arrangements or agreements in place for the benefit of those Customers; (ii) restrictions imposed by applicable local, state, federal, or foreign laws, rules, regulations, ordinances, codes, orders, or decrees (e.g., restrictions prohibiting governmental agencies from participating in programs offering rewards or benefits); or (iii) the failure to satisfy the qualifying criteria imposed by WD in its sole discretion.
9. WD’s authorized distributors and Vendors may enroll in the Program. However, WD’s authorized distributors and Vendors are not entitled to earn and redeem Points (as defined below) in connection with their Program membership. Such Members are only entitled to use the Program for (and such Members’ Program membership shall be limited to) informational and instructional purposes.
10. WD reserves the right, in its sole discretion, to create and execute ad hoc incentive or benefit programs that may deviate from, be in addition to, or be a permanent or temporary replacement for the Program or certain parts, Points or Rewards of the Program. Eligibility and any additional terms and conditions for such ad hoc incentive or benefit programs shall be determined at the sole discretion of WD.
11. Rewards provided by this Program are intended to inure solely for the benefit of the Customer enrolled in the Program. Individuals enrolling in the Program on behalf of Customer must ensure that all appropriate Customer owners and/or representatives are notified of Customer’s participation in, and receipt of any benefits from, the Program. Program participation is prohibited in any circumstance where such participation has not been authorized by and disclosed to an authorized Customer owner and/or representative. You warrant and represent that participation in the Program would not impair your duty of loyalty to Customer or otherwise create conflicts of interest between you and Customer. You must immediately notify WD and Customer in writing in the event participation in the Program creates a conflict of interest or impairs your duty of loyalty to Customer.

1. Membership benefits generally differ across membership categories and levels, and may vary by country/region. WD may cap the number of Points (as defined below) that certain Members may earn. Members may also be required to reach certain Point totals (and/or minimum Point averages) in order to be eligible for certain types of Rewards (as defined below).
2. Earning Program Points
   
   1. Members may earn Program points (“Points”) when they purchase certain eligible WD products in new condition (not recertified and/or refurbished) from WD’s authorized distributors and/or Vendors. The list of WD products eligible to earn Points in the Program will be set out in the Member account for the applicable country/region for the Member. WD may change the products and/or Points for such products set out in the Member account at any time without prior notice and at its sole discretion.
   2. WD will use point of sales reports provided to WD by WD’s authorized distributors and Vendors and/or Customer registration information submitted to WD as the primary basis for determining the number of Points earned by a Member. WD may also use such other reports and resources as it believes are appropriate to determine or audit a Member’s Points earnings, in its sole discretion.
   3. WD shall determine, in its sole discretion, the number of Points (if any) awarded to Members for eligible purchases, and WD shall be entitled to change the number of Points awarded for eligible purchases at any time. WD’s decisions as to whether a purchase is a purchase eligible for Points and how many Points such purchase may earn are final and are not subject to dispute for any reason by the Member concerned or by any third party, except at WD’s sole discretion. WD reserves the right to correct any Points posted in error.
   4. The list of WD products eligible for Points and the Point values assigned to eligible purchases may vary from country to country or by membership level, as determined by WD in its sole discretion.
   5. Points will be earned and accrued during each points earning period, as set forth in the Member account after logging into the Site (“Program Period”). POINTS EARNED DURING A PARTICULAR PROGRAM PERIOD WILL BE ATTRIBUTED ONLY TO THE PROGRAM PERIOD IN WHICH THEY WERE ACCRUED AND CANNOT BE CARRIED FORWARD TO THE NEXT PROGRAM PERIOD FOR EITHER EARNING OR REDEMPTION PURPOSES, UNLESS SPECIFIED OTHERWISE.
3. Redeeming Program Points
   
   1. In order to redeem Points for certain rewards identified by WD within a Member’s account (“Rewards”), a Member must have accumulated a minimum number of Points in a Program Period. The minimum number of Points required is set forth in the Member account after logging into the Site. A Member may redeem Points for Rewards if the Member has met or exceeded the minimum Points required for redemption, as imposed by WD for the specific Reward. A Member that fails to meet the applicable minimum Points requirement for a specific Program Period may not be eligible to redeem Points for any Reward for that Program Period, and all points earned by the Member for that Program Period will be forfeited at the beginning of a new Program Period, unless otherwise specified.
   2. Information about Rewards is available in your Member account after logging into the Site. WD may modify the Rewards available for redemption at any time during the Program without prior notice.
   3. Neither Points nor Rewards are transferable.
   4. A Member has no right to request or require substitution of a Reward. WD reserves the right to substitute a Reward of equal or greater value if a Reward is unavailable (or for any other reason) at its sole discretion.
   5. Program Rewards will not be available to Members that have not complied with all of these Terms & Conditions, as determined by WD in its sole discretion. WD may require proof of compliance and/or may audit and inspect, or have an independent third party auditor inspect and audit, a Member’s records from time to time to confirm the Member’s compliance with these Terms & Conditions.
4. Redeeming Program Points
   
   1. Information about any further benefits of membership in a category and/or level is available in your Member account after logging into the Site. Members in certain countries may be eligible to evaluate certain WD products at a discounted price (“Evaluation Program”). The Evaluation Program discount may not be combined with any other discount. Taxes, shipping, handling and other fees may apply to an Evaluation Program purchase. Limitations on the number of WD products available per eligible Member may also apply. Member understands and agrees that any WD products purchased through the Evaluation Program are for use only by the Member and may not be resold.
   2. WD may modify membership benefits and incentives at any time during the Program without prior notice.

1. The Program shall continue until such time as WD, in its sole discretion, elects to designate a Program termination date. WD has the right to terminate the Program at any time, for any reason, by providing notice on the Site. WD may terminate the Program without such notice, in whole or in part, in any jurisdiction(s), unless otherwise required to provide notice by applicable law.
2. WD reserves the right to discontinue, revoke, terminate, cancel, or suspend any membership, Reward, and/or any and all unredeemed Points, or take other action at its sole and unfettered discretion, in cases of: (1) Member violation of these Program Details; (2) Member fraud or abuse involving the Program, Point earning, Reward redemption, or the Evaluation Program; (3) misrepresentation of any information or any misuse of this Program; (4) violation of any national, state, or local law or regulation in connection with the use of membership privileges; (5) failure to pay any bills due to WD; (6) payment of a check to WD that is returned for insufficient funds or is invalid for any reason; (7) maintenance of more than one active account per Member; (8) physical, verbal, or written abuse of WD personnel; (9) action, in any other way, to the detriment of the Program or WD, including without limitation any infringement or violation of WD's intellectual property rights; or (10) WD’s termination of the Program; all as may be determined by WD in its sole discretion. In addition to discontinuance of Program membership, WD shall have the right to take appropriate administrative and/or legal action, including, without limitation, criminal prosecution, as it deems necessary in its sole discretion. Subject to applicable law, membership will terminate automatically upon a Member’s filing for bankruptcy or otherwise becoming subject to a bankruptcy proceeding.
3. Discontinued, revoked, terminated or cancelled membership will result in the loss of all accumulated Points and the closing of the Member’s account. If WD revokes a Member’s account for any reason, the Member may not reapply for membership and any account opened in the Member’s name and Points earned in that account shall be forfeited upon discovery.
4. If a Member cancels its membership, or if the Member’s account is closed due to inactivity, the Member may reapply for membership at a later date, but it will not recover any Points forfeited from the prior membership.

1. YOU, THE MEMBER AND USER EACH AGREE THAT WD AND ITS AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES, AND AGENTS (COLLECTIVELY, THE “RELEASED PARTIES”) WILL HAVE NO LIABILITY OR RESPONSIBILITY WHATSOEVER FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES OR ANY FINANCIAL LOSS (INCLUDING, BUT NOT LIMITED TO, LOST REVENUE, LOST PROFITS, EXPENSES OR BUSINESS INTERRUPTION) WHATSOEVER, WITH RESPECT TO ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THE USE OR INABILITY TO USE THE PROGRAM, THE SITE OR THE MATERIALS, INFORMATION, OR SERVICES CONTAINED IN OR ACCESSIBLE FROM THIS SITE OR ALLEGED TO HAVE RESULTED FROM AN ACT OR OMISSION OF ANY OF THE RELEASED PARTIES UNDER ANY THEORY OF LIABILITY, WHETHER BASED ON CONTRACT, TORT OR OTHERWISE, EVEN IF THE RELEASED PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL THE RELEASED PARTIES’ LIABILITY EXCEED THE AMOUNT PAID BY YOU, THE MEMBER OR USER, AS APPLICABLE, FOR THE PROGRAM. FURTHERMORE, YOU, THE MEMBER AND USER EACH AGREE TO HOLD THE RELEASED PARTIES HARMLESS FOR ANY LIABILITY FOR ANY INJURIES, LOSSES, OR DAMAGES OF ANY KIND, INCLUDING PERSONAL INJURY OR DEATH, OR PROPERTY DAMAGE, ARISING IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, FROM ANY ACTION TAKEN OR NEGLECTED TO BE TAKEN WITH REGARD TO THE PROGRAM, ANY REWARD, THE SITE OR ANY ACTION BY YOU, THE MEMBER OR USER, AS APPLICABLE, WHICH VIOLATES THESE TERMS & CONDITIONS, ANY LAW OR REGULATION. YOU, THE MEMBER AND USER EACH AGREE TO DEFEND THE RELEASED PARTIES FROM AND AGAINST ANY AND ALL ACTIONS, CAUSES OF ACTION, SUITS, CLAIMS, LIABILITIES AND JUDGMENTS (EACH A “CLAIM”) AND INDEMNIFY THE RELEASED PARTIES FOR ALL COSTS, EXPENSES (INCLUDING LEGAL FEES) AND DAMAGES THEY INCUR INSOFAR AS SUCH CLAIM IS BROUGHT BY A THIRD PARTY AND ARISES OUT OF OR IS RELATED TO ANY ALLEGATION THAT YOU, THE MEMBER AND/OR USER HAS VIOLATED ANY TERMS WITHIN THESE TERMS & CONDITIONS, ANY LAW OR REGULATION.
   
2. THE RELEASED PARTIES ARE NOT RESPONSIBLE FOR (A) LOSS OR MISDIRECTION OF, OR DELAY IN RECEIVING, ANY MEMBERSHIP CORRESPONDENCE OR REWARD; (B) THEFT OR UNAUTHORIHIZED REDEMPTION OF POINTS OR REWARDS OR USE OF REWARDS CAUSED BY CIRCUMSTANCES BEYOND THE REASONABLE CONTROL OF THE RELEASED PARTIES; (C) ANY ACTS OR OMISSIONS OF THIRD PARTIES; OR (D) ANY ERRORS PUBLISHED IN RELATION TO THE REWARDS OR THE PROGRAM, INCLUDING, WITHOUT LIMITATION, ANY TYPOGRAPHICAL ERRORS, ERRORS OF DESCRIPTION, AND ERRORS REGARDING ELIGIBLE PURCHASES OR ELIGIBLE REWARDS. WD RESERVES THE RIGHT TO CORRECT ANY ERRORS WITHOUT NOTICE.
3. IN NO EVENT SHALL THE RELEASED PARTIES BE LIABLE TO YOU, ANY MEMBER OR USER FOR ANY DELAY IN OR FAILURE TO PERFORM DUE TO CAUSES BEYOND ANY OF THE RELEASED PARTIES’ CONTROL, INCLUDING, WITHOUT LIMITATION, ANY ACT OF GOD, ACT OF WAR, NATURAL DISASTER, WEATHER, TERRORISM, OR ANY ACT OR OMISSION OF A THIRD PARTY.
4. THE SOLE REMEDY AVAILABLE TO THE MEMBER WITH RESPECT TO ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THE USE OR INABILITY TO USE THE PROGRAM, THE SITE OR THE MATERIALS, INFORMATION, OR SERVICES CONTAINED IN OR ACCESSIBLE FROM THIS SITE OR ALLEGED TO HAVE RESULTED FROM AN ACT OR OMISSION OF ANY OF THE RELEASED PARTIES (REGARDLESS OF WHETHER THE MEMBER’S CLAIM IS BASED IN LAW OR EQUITY) SHALL BE THE CREDITING OR RE-CREDITING TO THE MEMBER’S PROGRAM ACCOUNT OF POINTS IN AN AMOUNT NO GREATER THAN THE NUMBER OF POINTS AT ISSUE OR THE VALUE OF THE REWARD OR OTHER INCENTIVE AT ISSUE.
5. SOME JURISDICTIONS MAY NOT ALLOW SUCH EXCLUSIONS OR LIMITATIONS OF LIABILITY FOR DAMAGES AS PROVIDED IN THESE TERMS & CONDITIONS. IN SUCH JURISDICTIONS, LIABILITY IS LIMITED TO THE FULL EXTENT PERMITTED BY LAW.
6. THIS SECTION WILL SURVIVE TERMINATION OF A MEMBER’S PARTICIPATION IN THE PROGRAM.
7. THE MEMBER IS RESPONSIBLE FOR ALL APPLICABLE TAXES (FEDERAL, STATE, LOCAL, AND/OR FOREIGN) LEVIED UPON THE REWARDS REDEEMED BY THE MEMBER UNDER THE PROGRAM.

1. General
   
   1. Members may be provided with the ability to use usernames, passwords, or other codes or devices to gain access to restricted portions (“Access Codes”) of the Site. The content contained in such restricted areas is confidential to WD, and is provided to the Member for its personal use only. Member agrees to (i) protect WD’s information identified as confidential or that reasonably should be considered confidential (“Confidential Information”); (ii) use Confidential Information only to fulfill its obligations under these Terms & Conditions; and (iii) promptly return Confidential Information to WD upon written request by WD or termination of these Terms & Conditions, whichever occurs first. Member’s confidentiality obligations for Confidential Information shall survive five (5) years from the date of Member’s termination from the Program. WD reserves the right to prohibit the use of such Access Codes by the Member or on its behalf by third parties, where WD determines that such use interferes with the Site’s operation or results in commercial benefits for other entities to WD’s detriment.
   2. WD authorizes Members and users of the Site to view and download materials (“Materials”) available on the Site only for such Members’ or users’ (as applicable) personal and commercial use; provided, however, that Members and users (as applicable) refrain from removing any copyright and other proprietary notices contained in the original Materials or in any copies of the Materials. The copyright in the Materials is held by WD, its subsidiaries or affiliates, or third parties. Members and users of the Site may not modify the Materials available on the Site in any way or in any form or by any means, including, without limitation, electronic, mechanical, photocopying, recording, or otherwise, without the prior written permission of WD or other copyright owner.
   3. Links to third party websites from the Site are provided solely as a convenience to Members and users of the Site. If a Member or user of the Site uses these links, such Member or user (as applicable) will leave the Site. WD has not reviewed all of these sites or their content. WD does not endorse or make any representations about them, or any information, software, or other products or materials found there, or any results that may be obtained from using them. If a Member or user of the Site decides to access any of the third party websites linked to or from the Site, such Member or user (as applicable) does so entirely at their own risk.
2. Disclaimer
   
   1. EXCEPT AS SPECIFICALLY PROVIDED OTHERWISE IN THESE TERMS & CONDITIONS, THE PROGRAM, REWARDS, SITE, AND MATERIALS, INFORMATION AND SERVICES AT THIS SITE ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS OTHERWISE STATED HEREIN, WD DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF ANY THIRD PARTY RIGHTS. SOME JURISDICTIONS MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU, THE MEMBER AND/OR USER. YOU, THE MEMBER AND USER ARE RESPONSIBLE FOR CHECKING LOCAL LAWS FOR ANY RESTRICTIONS OR LIMITATIONS REGARDING THESE LIMITATIONS OR EXCLUSIONS.
   2. WD does not warrant or make any representation regarding the quality, validity, accuracy, or completeness of the Program, the Program Details, the Materials or any services, or that your, a Member’s and/or a user’s use of the Site will be uninterrupted or error-free, or that the Site is free from any viruses or other harmful mechanisms.
   3. WD may make changes to this Program, the Site, the Materials or any services related thereto, or to the products, specifications, or information described in them, at any time without notice. This Site and/or the Materials may refer to products, programs, or services that are not available in a particular country or region. Members should consult with their local WD authorized distributor and/or Vendor for information concerning the products, programs, and services that may be available to such Members.

1. General
   
   1. WD’s failure to enforce any right or provision of these Terms & Conditions does not constitute a waiver of that right or provision. WD may revise the Terms & Conditions at any time by posting the revised Terms & Conditions (as applicable) on this Site. A Member’s continued use of the Site and/or the Program after the posting of any changes to these Terms & Conditions constitutes such Member’s acceptance of those changes. To view the most current version of these Terms & Conditions at any time, click on the “Terms & Conditions” link available on the Site.
   2. All questions or disputes regarding these Terms & Conditions