ACCEPTANCE OF TERMS
By entering into this CPI ToU, You represent that You have the authority to bind the entity on whose behalf You are acting to this CPI ToU, and the terms “You” and “Your” will refer to You and that entity. If You do not have that authority, or if You do not agree with any terms of the CPI ToU: (a) You must leave the CPI Website; (b) You may not use any tools, services, features, or materials made available on or through the CPI Website; and (c) You must delete any and all tools and materials that You may have downloaded from the CPI Website.
To the extent that CPI is not the manufacturer of any hardware or software products that You may purchase as a result of or relating to CPI’s services, CPI does not provide any warranty on such products, whether or with respect to their design, performance, functionality or compatibility with Your existing system. Any warranty with respect to a product must come from the manufacturer of the product and CPI will pass through to You any applicable warranties of the manufacturer to the extent permissible. All warranties are void, however, for damages or defects due to negligence, abuse, modifications not executed by CPI, improper operation, natural disasters, or other events beyond CPI’s control.
EXCEPT AS EXPRESSLY WARRANTED IN THIS CPI ToU, ALL SERVICES ARE PROVIDED “AS IS” AND CPI HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE SERVICES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. EXCEPT AS OTHERWISE EXPRESSLY STATED, IN NO EVENT SHALL CPI OR ITS RESPECTIVE SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE SERVICES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF USE, DATA OR PROFITS OR DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES. THIS DISCLAIMER OF LIABILITY APPLIES TO ALL CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE AND REGARDLESS OF WHETHER ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
This CPI ToU will be governed by the laws of the State of Indiana, without regard to or application of conflicts of law rules or principles, and You hereby consent to the exclusive jurisdiction of the federal and state courts located in Indianapolis, Indiana with regard to any dispute arising out of or related to this CPI ToU. If any provision of this CPI ToU or part thereof is held to be unenforceable, that provision or part thereof will be removed, a substitute provision implied that meets as closely as possible the intent of the severed provision and the remaining provisions will remain in full force. The waiver by CPI of any default or breach of this CPI ToU shall not constitute a waiver of any other or subsequent default or breach. You may not assign, transfer, or encumber this CPI ToU, by contract or by law, in any way without CPI’s prior written consent; any attempted assignment, transfer, or encumbrance in violation of the foregoing shall be null and void and of no effect. No person that is not a party to this CPI ToU shall have or acquire any rights by reason of this CPI ToU, nor shall CPI have any obligation or liability whatsoever to any such person except as otherwise expressly set forth herein. This CPI ToU constitutes the complete and exclusive understanding and agreement of CPI and You relating to the subject matter hereof, and supersedes all prior or contemporaneous understandings, agreements, and communications, and or advertising with respect thereto.
Title to all products procured from CPI shall remain with CPI until You fulfill the agreed upon payment terms. While title is in the possession of CPI, You agree to protect and maintain all products and insure them against theft, loss, and/or damage. If for any reason You are in default, CPI shall have full rights to completely remove any or all products until balance owed is brought current. NOTE: There may be a reinstallation fee charged at CPI’s regular hourly rate. CPI has the option to liquidate any and all products in order to recover any balance due, and You shall be responsible for the amount not collected due to the sale of said product.
You understand and agree that in connection with the CPI Website, You may have had or have access to or may have been or be exposed to, directly or indirectly, private or confidential information of CPI, including, but not limited to, trade secrets, contractual terms, service records, marketing and business plans and technical information, and any other information that You reasonably should know is confidential (“Confidential Information”). You agree to hold and treat all Confidential Information in confidence, shall use such Confidential Information only in connection with Your exercise rights and performance of its obligations hereunder and shall not, without the prior written consent of CPI, disclose any Confidential Information except (a) disclosure by You to directors, officers, employees, agents and representatives, if any, on a need-to-know basis; (b) to the extent such Confidential Information becomes publicly available without breach of the CPI ToU; (c) to the extent such Confidential Information becomes known to You from a source other than CPI, other than by breach of a confidentiality obligation; and (d) as may be required by law, applicable regulation or judicial process, provided, however, that if You are required to disclose such Confidential Information by applicable law, regulation or legal process, You shall promptly notify CPI of such pending disclosure and consult with CPI prior to such disclosure as to the advisability of seeking a protective order or other means of preserving the confidentiality of the Confidential Information.
Unless otherwise agreed in writing, upon final completion of the services, You shall have fifteen (15) business days in which to notify CPI in writing of any problems with the services provided during the term of this Agreement. If CPI is not notified within this time period, the services performed shall be deemed accepted. If for any reason You refuse to abide by or cancel any order with CPI, any restock charges, shipping and/or labor charges may, at the discretion of CPI, be imposed upon You as well as any/all other remedies/damages CPI may be entitled to.
If You purchase Avaya products or services, You agree to comply with the terms of the Avaya End User License and Warranty, found at http://support.avaya.com/helpcenter/ and incorporated herein by this reference.