SD-WAN Terms and Conditions

Last updated: June 10, 2021

These SD-WAN Terms and Conditions (“Terms”) are between the purchaser identified on the Sales Order (“you”) and CoreDial, LLC (“we”, “us”). These terms are hereby incorporated into the Agreement and all other documentation by reference. All capitalized terms that are used but not defined in these Terms shall have the respective meanings given to them in the Agreement and all other documentation, as well as rules and orders of the Federal Communications Commission as appropriate.

DEFINITIONS
1. “Delivery” of the Device(s) occurs when we or our suppliers load the Device(s) on the carrier’s vehicle at the designated point of shipment.
2. “Device(s)” means the device or networking equipment, including components, options and spare parts that you purchase or rent from us or our Vendors.
3. “Documentation” means the documentation that is generally provided to customers with the Device(s), as revised from time to time, and which may include end user manuals, operation instructions, installation guides, release notes, and on-line help files regarding use of the Device(s).
4. “Infringement Claim” means any claim by a third party that any Device infringes any patent, trademark, or copyright of the third party, or misappropriates a trade secret (but only to the extent that the misappropriation is not a result of your actions).
5. “Rental Period” means the period of time specified in the applicable Sales Quote, for which you have paid the applicable rental fees, commencing on Delivery or the start date of the applicable Subscription Term of the Device(s), whichever is earlier.
6. “Subscription Term” means the initial term of your authorized use of the Device(s), as set forth in the applicable Sales Quote, together with any renewal terms (if applicable). The initial term begins upon Delivery.
7. “Territory” means the country or countries where your Device(s) has been originally delivered and activated.
8. “Vendor” means any third-party that we may work with to provide the Devices and services.
EQUIPMENT; GENERALLY
1. Devices: You may use the Devices specified in a Sales Quote accepted by us, subject to these Terms. If your order is for the purchase of Devices, Section 3 applies to You. If your Order is for the rental of Devices, Section 4 applies to You.
2. Territory: You may only use and install Device(s) in the Territory.
3. Installation: You are responsible for installation of the Device(s).
4. Software: Any software included with the Device(s) may be governed by separate terms. See Section 8 (Vendor Terms and Conditions) below for any additional software terms. You may only use the software in accordance with those terms and only in connection with your use of Device(s).
DEVICE PURCHASES
1. If you are purchasing Device(s): (i) title passes to you on Delivery of each Device; (ii) the Equipment Warranty in Section 6(a) (Equipment Warranty) applies for 12 months from Delivery; (iii) risk of loss for Devices transfers from us to you upon Delivery; and (iv) you are solely responsible for your data and bear all risk of data loss as a result of your use of Devices.
DEVICE RENTALS
1. General: This Section applies if you rent the Device for a Rental Period as specified in an Sales Order.
2. Risk of Loss: Risk of loss for Devices transfers from us to you upon Delivery. Risk of loss for an Device remains with you until it is returned after expiry of the Rental Period or disposed of pursuant to these Terms.
3. Return of Devices: Upon expiration or any earlier termination of the Rental Period, you must either: (i) return the Device(s), at your own cost, within 30 days of the expiration date of the Rental Period if returning from within the United States or 45 days of the expiration date of the Rental Period if returning from outside the United States, or (ii) if the aggregate Rental Period is for 36 months or more, you may elect not to return the Device(s), in which case you must dispose of the Device(s), in accordance with all applicable laws. If you return the Device(s), it must be returned in the same condition as it was delivered to you, reasonable wear and tear excepted. If you do not return the Device(s) as directed in this Section, you will be responsible for paying the purchase price of the Device(s). You must not use, or authorize the use by others of, the Device(s) beyond the expiration of the Rental Period. Before returning or disposing of the Device(s), you are responsible, at your own cost, for de-installing any data storage devices placed into the Device(s) and erasing any data stored in the Device(s).
4. Substitution: During the Rental Period, you may be required to accept substitute Device(s), which will be at least functionally equivalent to the original Device(s) delivered. If replacement Device(s) are delivered to you, you must return the original Device(s) (at our cost) following the instructions provided. These Terms will apply to any replacement Device(s).
5. Title: We or our Vendors retain title to Device(s) at all times.
6. Protection of Devices: For the Rental Period, you must keep adequate insurance to protect the parties’ respective interests in the Device(s) in full force and effect. You are responsible for any damage to or loss or destruction of the Device(s) during the Rental Period, and if you return the Device(s) on expiration of the Rental Period, during shipment of the Device(s).
7. Warranty: Section 6(a) (Equipment Warranty) applies for the Rental Period.
RESTRICTIONS ON USE
1. You must not use the Device(s):
  1. in any way prohibited by law, regulation, or governmental order or decree
  2. to violate any rights of others
  3. to try to gain unauthorized access to, test the vulnerability of, or disrupt the Device(s) or any other service, device, data, account, or network;
  4. to distribute spam or malware
  5. in a way that could harm the Device(s) or impair anyone else’s use of it
  6. in any way intended to work around the Device(s)’s technical limitations
  7. to disable or defeat any capacity-limiting feature of the Device(s), or otherwise use Device(s) or associated software or service offerings at a greater capacity rate than the rate for which you have subscribed; or
  8. with any unsupported hardware or software (as described in the applicable Documentation)
2. From time to time we may request that you provide information to confirm your compliance with these Terms. You must comply with any requests for such information within a reasonable time, but in any event within 10 business days of receipt of the request.
LIMITED WARRANTY
1. Equipment Warranty: We will pass through to you all warranties that we are expressly authorized by the Vendor to pass through. Please see Section 8 (Vendor Terms and Conditions) for additional terms, which will include any applicable warranties.
2. Exclusions: The Equipment Warranty in Section 6(a) does not apply in relation to problems that arise from: (i) any third-party items or services with which the Device(s) is used or other causes beyond our control; (ii) installation, operation, or use not in accordance with the instructions or applicable Documentation; (iii) use in an environment, in a manner, or for a purpose for which the Device(s) were not designed; (iv) any modification, alteration, or repair by anyone other than us or Vendor; (v) causes attributable to normal wear and tear; (vi) use directly or indirectly in supporting activities prohibited by U.S. or other export regulations; (vii) use appearing on the most current U.S. export exclusion list; (viii) relocation to countries subject to U.S. trade embargo or restrictions; or (iv) installation, operation or use of the Device(s) after expiration of the applicable warranty period. No warranty will apply for Device(s) purchased from any entity other than us or for Device(s) used outside the Territory. Device(s) are not fault-tolerant and are not designed or intended for use in hazardous environments requiring fail-safe performance, such as any applications in which the failure of the Device(s) could lead directly to death, personal injury, or physical or property damage (collectively, “High-Risk Activities”). We expressly disclaim any express or implied warranty of fitness for use for or in relation to High-Risk Activities.
3. Remedies: If you notify us of a warranty claim during the applicable warranty period, then we will work with Vendor to either remedy the non-compliance or replace the affected Device(s) (with new or refurbished parts), pursuant to the warranty terms offered by Vendor. If instructed, you must return the applicable defective Device(s). If you receive a replacement but do not return the defective item, then you must pay the full cost for that item. This Section states our and our Vendor’s entire liability and your exclusive remedy for any warranty claims.
4. DISCLAIMER OF WARRANTIES: OTHER THAN THE LIMITED WARRANTY SET FORTH IN SECTION 6(a) ABOVE, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE, FOR OURSELVES AND OUR VENDORS, DISCLAIM ALL WARRANTIES RELATING TO THE DEVICE(S) OR TO ANY MATERIALS OR SERVICES PROVIDED TO YOU UNDER THESE TERMS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. WE DO NOT WARRANT THAT DEVICE(S) WILL OPERATE UNINTERRUPTED OR WILL BE FREE FROM DEFECTS OR ERRORS, OR THAT ANY DEVICE(S) WILL MEET (OR ARE DESIGNED TO MEET) YOUR BUSINESS REQUIREMENTS.
TERM & TERMINATION
1. Term: These Terms are effective on Delivery. These Terms continue until they are terminated in accordance with this Section.
2. Termination for Cause: Either Party may terminate these Terms effective immediately upon written notice to the other Party if that Party: (a) commits a breach of these Terms and fails to cure within thirty (30) days of notice of the breach; or (b) commits a material breach of these Terms that cannot be cured.
3. Termination for Insolvency: Either Party may terminate these Terms effective immediately upon written notice to the other Party if the other Party: (a) becomes insolvent, admits in writing its inability to pay its debts as they mature, makes an assignment for the benefit of creditors, or becomes subject to control of a trustee, receiver or similar authority; or (b) becomes subject to any bankruptcy or insolvency proceedings.
4. Effect of Termination: Upon the effective date of termination of these Terms: (i) all rights to the Device(s) granted to you pursuant to these Terms will immediately cease; and (ii) you must cease all use of the Device(s). If these Terms are terminated for any reason other than as a result of a material breach by us, you must, to the extent permitted by applicable law and without limiting any of our other rights or remedies, pay within 10 calendar days of such termination all amounts that have accrued prior to such termination, as well as all sums remaining unpaid for the Device(s) (including the full purchase cost for any Device(s)) for the remainder of the then-current Subscription Term.
5. Survival: Any provision that, by its nature and context, is intended to survive termination or expiration of these Terms, will survive.
VENDOR TERMS AND CONDITIONS
1. General: The Device(s) are provided by third-party Vendors and, as such, may be governed by additional terms and conditions. You agree to be bound by all such additional terms and conditions.
2. VMWare Terms and Conditions
  1. Equipment: VMWare Equipment Terms for Devices
  2. Software: VMWare End User License Agreement
Entire Agreement: These Terms constitute the Parties’ entire understanding, and supersedes any prior written or oral agreements or understandings, related to the subject matter hereof. This Agreement is not enforceable unless properly executed. Your signature on the Sales Order or use of the Device(s) shall constitute execution of these Terms. These Terms or any Sales Order may be modified only by a mutually executed amendment, except that we may change the terms and conditions of these Terms at any time by posting the terms to our website and making you aware of the change in terms. If you do not accept the changes to these Terms, you will have the opportunity to terminate these Terms. If you do not elect to terminate these Terms, such changes will become binding on you. Such amended Terms will supersede all previously agreed to electronic and written terms of service.