The following terms and conditions, including any terms at the URL links herein, apply to the respective CPE devices of the CPE Providers listed, and are incorporated by reference in your services agreement with IntelePeer.
Edgewater Networks, Inc.
- Customer agrees to indemnify IntelePeer and Edgewater, consistent with the Indemnification section of the Agreement, for any failure to comply with the terms of this Agreement or any other acts or omissions of Customer, its employees, or agents, or the owner of the Customer Designated Location(s). Customer also agrees to comply with all terms set forth at www.intelepeer.com/terms/CPE-professional-services/Edgewater, which are incorporated by reference, and to notify IntelePeer promptly of any breach of such terms, and assist Edgewater with the enforcement of such terms.
- Customer will notify IntelePeer of any Customer Designated Location(s), which require CPE, for IntelePeer to place an order with Edgewater. Customer may not return any CPE to IntelePeer, whether for refund, exchange or credit, except as expressly permitted under Section 1.4 of this Attachment. Unless otherwise agreed to in writing in advance by Edgewater, lead-times for delivery of all CPE is a minimum of sixty (60) days after acceptance of the order from IntelePeer. Neither Edgewater or IntelePeer will be bound, under any circumstances, to a specific lead time or delivery date, unless Customer agrees to pay (i) any expedited freight costs for expedited materials requested by Customer, and (ii) all for all CPE delivered, regardless of date. Upon shipment to Customer, risk of loss for CPE will pass to Customer, delivery is deemed to have occurred, and all CPE is deemed accepted. Customer will be responsible for paying all transportation charges and insuring all CPE in transit, as well as filing appropriate loss or damage claims with its insurance carrier.
- Customer will not, and will not allow any of its End Users to: (i) decompile, disassemble, or otherwise reverse engineer the CPE or associated software or attempt to reconstruct or discover any source code, underlying ideas, algorithms, file formats or programming interfaces of the CPE or associated software by any means whatsoever; (ii) use the CPE or associated software (or any portion thereof) for time sharing, hosting or like purposes (except for evaluation and proof-of-concept to potential End Users for up to ninety (90) days); (iii) distribute, or otherwise make available for use, the CPE or associated software, except as expressly authorized hereunder; (iv) remove any product identification, proprietary, copyright or other notices contained in the CPE or associated software; (v) modify any part of the CPE or associated software, create a derivative work of any part of the CPE or associated software, or embed the CPE or associated software into or with other software, services or products, except to the extent expressly authorized in writing by Edgewater; or (vi) publicly disseminate performance information or analysis (including, without limitation, benchmarks) from any source relating to the CPE or associated software. The restriction in subsection (i) above will not apply to the extent that applicable law prohibits or restricts reverse engineering restrictions, provided that Customer notifies IntelePeer in writing in advance of any such activity.
- Standard Limited Warranty and Warranty Disclaimer. For a period of five (5) years (with respect to hardware) and one (1) year (with respect to Software) after shipment of the CPE, Edgewater warrants that such CPE will be free from material defects in material and workmanship and will substantially conform to Edgewater’s published specifications for such CPE on the date of order if properly used in accordance with procedures described in the documentation supplied by Edgewater. If a Customer reports a warranty issue to IntelePeer, IntelePeer will notify Edgewater of such nonconformance during the warranty period, obtain a return materials authorization (“RMA”) for the nonconforming CPE from Edgewater, and return the nonconforming CPE to Edgewater’s designated repair facility, freight prepaid, with a statement describing the nonconformity. Edgewater’s sole and exclusive liability and Customer’s sole remedy with respect to any confirmed defects with a CPE shall be, at Edgewater’s option, to repair such CPE, to replace such CPE, or to refund the purchase price paid for the CPE if it is determined to be defective. CUSTOMER MAY HAVE OTHER STATUTORY RIGHTS. HOWEVER, TO THE FULL EXTENT PERMITTED BY LAW, THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, WILL BE LIMITED TO THE LIMITED WARRANTY PERIOD. NOTWITHSTANDING THE GENERAL LIMITATIONS OF LIABILITY SET FORTH IN THE AGREEMENT, THE ENTIRE LIABILITY OF EITHER PARTY RELATED TO THE CPE DEVICE UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID BY CUSTOMER FOR THE CPE.