Alvand Solutions LLC dba Accutive (“Accutive”) is an authorized reseller of the software, hardware, products, subscriptions, and solutions identified in the quote to which these Terms apply (the “Products”). Customer’s purchase of the Products shall be subject to the following terms and conditions (the “Terms”) and Customer hereby agrees to the Terms set forth below.
Certain of the Products resold by Accutive require that Customer execute an End User License Agreement in a form required by the third party provider of the Products. Customer agrees to execute or otherwise accept such End User License Agreement. Use of the Products shall be deemed acceptance of the End User License Agreement.
ACCUTIVE’S ROLE WITH RESEPCT TO THE PRODUCTS IS THAT OF A RESELLER. AS SUCH, ANY AND ALL CLAIMS RELATED TO THE PRODUCTS, INCLUDING BUT NOT LIMITED TO ISSUES RELATING TO WARRANTY CLAIMS AND FUNCTIONALITY, SHALL BE EXCLUSIVELY BETWEEN CUSTOMER AND THE THIRD-PARTY PROVIDER OF THE PRODUCTS. CUSTOMER IS ADVISED TO REVIEW THE END USER LICENSE AGREEMENT OR COMPARABLE DOCUMENT, IF ANY, WITH THE THIRD PARTY PROVIDER AS IT WILL SET FORTH CUSTOMER’S RECOURSE, IF ANY, AGAINST THE THIRD PARTY PROVIDER. TO THE EXTENT AN END USER LICENSE AGREEMENT OR COMPARABLE DOCUMENT HAS NOT BEEN PROVIDED TO CUSTOMER, ACCUTIVE WILL PROVIDE SUCH DOCUMENT UPON REQUEST.
Customer’s purchase of the Products shall be subject to approval of the third party provider.
EXCEPT AS OTHERWISE STATED HEREIN, ACCUTIVE MAKES NO WARRANTIES, CONDITIONS, UNDERTAKINGS OR REPRESENTATIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE IN RELATION TO THE PRODUCTS OR SERVICES MADE AVAILABLE OR PROVIDED TO CUSTOMER HEREUNDER, INCLUDING, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR ANY IMPLIED WARRANTY ARISING FROM THE COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE. WITHOUT LIMITATION TO THE FOREGOING, ACCUTIVE DOES NOT WARRANT THAT PRODUCTS OR SERVICES WILL MEET CUSTOMER’S REQUIREMENTS OR NEEDS, OR THAT THE OPERATION OF THE PRODUCTS WILL BE ERROR FREE OR UNINTERRUPTED, OR THAT DEFECTS OR ERRORS CAN OR WILL BE CORRECTED.
TO THE MAXIUMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ACCUTIVE BE LIABLE TO CUSTOMER FOR ANY INDIRECT, CONSEQUENTIAL, PUNITIVE, INCIDENTAL OR SPECIAL DAMAGES OR LOSS OF ANY KIND INCLUDING LOSS OF PROFITS, LOSS OF CONTRACTS, BUSINESS INTERRUPTIONS, OR LOSS OF OR CORRUPTION OF DATA, HOWEVER CAUSED, AND WHETHER ARISING UNDER CONTRACT OR TORT OR OTHERWISE, INCLUDING NEGLIGENCE, (INCLUDING ANY LOSS OR DAMAGE RELATED TO ANY THIRD PARTY SOFTWARE), EVEN IF ACCUTIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. ACCUTIVE’S MAXMIUM LIABILITY TO CUSTOMER ARISING OUT OF OR IN CONNECTION WITH CUSTOMER’S PURCHASE OF THE PRODUCTS SHALL NOT EXCEED THE PURCHASE PRICE OF THE PRODUCTS PURCHASED BY CUSTOMER FROM ACCUTIVE DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE DATE THE CLAIM IS FIRST MADE, LIMITED TO A MAXIMUM AMOUNT OF $100,000.
Notwithstanding the foregoing, Accutive agrees to the following with respect to the Products resold on behalf of the following third party providers (the “Provider Specific Terms”). The Terms set forth above shall apply to all of the third party providers below, except to the extent the Provider Specific Terms conflict with the Terms set forth above, in which case, the Provider Specific Terms shall control:
UNDER NO CIRCUMSTANCES SHALL ACCUTIVE’S TOTAL LIABILITY EXCEED THE PAYMENTS ACTUALLY RECEIVED FROM CUSTOMER DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE APPLICABLE CLAIM.
Customer’s purchase, use of and access to security products offered by Cylance Inc. (“Cylance”) is subject to the Customer’s acceptance of Cylance’s EULA. Prior to the security products being installed on any Customer device or network, Customer must sign or accept the EULA, which Cylance may modify from time to time.
Thales e-Security, Inc. (“Thales”) requires that Customer accept the End User License Agreement provided by the company. Customer agrees to accept the terms of the End User License Agreement prior to use of the Products.
Accutive warrants to Customer that Thales provided hardware equipment will function substantially as detailed in the respective hardware equipment specification for a period of twelve (12) months. Accutive further warrants that Thales provided software or software that is embedded in or provided with any Thales provided hardware equipment shall function substantially as detailed in the respective software specification for a period of ninety (90) days. The warranty periods shall commence either upon delivery of the product to Customer or sixty (60) days after delivery to Accutive from Thales, whichever occurs first. In the event that a product’s functionality is materially impaired by virtue of defects in workmanship, Accutive will repair or replace the affected product, provided that Accutive receives written notification of claim under this warranty within the warranty periods herein described. For the avoidance of doubt, Accutive neither warrants, nor can be expected to warrant that any product is fit for any Customer purpose or that the product is wholly free from defect, or that any particular defect can be remedied. The foregoing warranty shall not apply if the tamper-evident seal on the product is broken, or the product nonconformity issue is caused by the product being subjected to unusual physical, electrical, electromagnetic or electronic stress after delivery, fire or other acts of god, rough handling during transportation, product modification or repairs performed by anyone other than Accutive, or to any associated or complementary equipment or software not furnished by Accutive, or any product misuse, or neglect.
THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED OR ARISING BY CUSTOM OR TRADE USAGE, WITH RESPECT TO THE PRODUCTS, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, NON-INFRINGEMENT, QUALITY AND FITNESS FOR A PARTICULAR PURPOSE. ACCUTIVE’S EXPRESS WARRANTY SHALL NOT BE ENLARGED, DIMINISHED OR AFFECTED BY, AND NO OBLIGATION OR LIABILITY SHALL ARISE OUT OF ACCUTIVE RENDERING TECHNICAL OR OTHER ADVICE OR SERVICE IN CONNECTION WITH THE PRODUCTS. ACCUTIVE MAKES NO WARRANTY AS TO THE SECURITY PROVIDED BY ANY PRODUCT.