The following terms will have the meanings set forth in this Section 1 when used in this Agreement.
1.1. “Order” means Appspace’s ordering documentation or purchase flow that will specify your authorized scope of use for the Hardware.
1.2. “Hardware” means hardware that an Order calls on Appspace to provide to you for your internal business purposes.
2.1. Fees. You will pay Appspace the fees and charges set forth in, and in accordance with, the Order.
Limited Right. During the term of the Order, Appspace grants you a limited, non-exclusive, non-transferable right to use the Hardware solely for your internal business purposes. Except for the limited right provided in this Section 4, Appspace retains all right, title and interest in the Hardware.
Risk of Loss. Risk of loss shall pass to you upon collection of the Hardware by a carrier at Appspace’s premises, plants or warehouses.
Installation. You are solely responsible for the installation of the Hardware.
Substitutions. Appspace may furnish suitable substitutes for Hardware that is unobtainable because of priorities or regulations established by governmental authority or non-availability of materials from suppliers, provided such substitutions do not adversely affect the technical soundness of the Hardware. Appspace assumes no liability for deviation from published dimensions and descriptive information not essential to proper performance of the Hardware.
Complete Care. If you are actively subscribed to the Complete Care support solution, when there is a defect with Appspace-supplied Hardware, that in Appspace’s sole discretion cannot be cured remotely by Appspace, then Appspace shall provide you with replacement Hardware at no cost.
Software. Software, hosted and/or cloud-based solutions provided by Appspace to you in connection with the Hardware is subject to Appspace’s End User Agreement available .
Representations and Warranties
11.1. Hardware Warranty. Appspace represents and warrants to you that all Hardware supplied to you by Appspace under an Order will be covered only by the Hardware manufacturer’s warranty which will be passed on to you to the fullest extent allowed, if any.
11.3. Compliance with Laws. Each Party’s business and performance is and will be in compliance with all applicable international, federal, state, and local laws and government rules and regulations.
11.4. Disclaimer. EXCEPT AS SPECIFICALLY SET FORTH IN THIS SECTION 10, APPSPACE DOES NOT MAKE ANY OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, AND APPSPACE EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
Indemnification. Hardware conveyed to you under an Order is not designed or intended for any application in which the failure of the Hardware could result in personal injury or death. You will indemnify, defend and hold harmless Appspace, its directors, officers, employees, suppliers, subcontractors, successors and assigns from and against all claims, costs, damages and expenses (including reasonable attorneys’ fees and costs) arising, directly or indirectly, out of any third party claim of product liability, personal injury or death when associated with such unintended use of any Hardware, notwithstanding any third party claim that Appspace, or its suppliers or subcontractors were negligent regarding the design or manufacture of the Hardware or any part of the Hardware.
Export Controls. The Hardware is subject to export restrictions by the United States government and import restrictions by certain foreign governments, and you agree to comply with all applicable export and import laws and regulations in your use of the Hardware. You shall not (and shall not allow any third-party to) remove or export from the United States or allow the export or re-export of any part of the Hardware or any direct product thereof: (a) into (or to a national or resident of) any embargoed or terrorist-supporting country; (b) to anyone on the U.S. Commerce Department’s Table of Denial Orders or U.S. Treasury Department’s list of Specially Designated Nationals; (c) to any country to which such export or re-export is restricted or prohibited, or as to which the United States government or any agency thereof requires an export license or other governmental approval at the time of export or re-export without first obtaining such license or approval; or (d) otherwise in violation of any export or import restrictions, Laws or regulations of any United States or foreign agency or authority. You represent and warrant that you are not located in, under the control of, or a national or resident of any such prohibited country or on any such prohibited party list.