February 21, 2019
The terms and conditions detailed herein (this “Agreement”) apply to your (“Customer”) purchase from Epiq Solutions (“Epiq”) of a limited extended warranty (the “Extended Warranty”) for purchased Epiq product(s) (the “Covered Equipment”). If a conflict occurs between this Agreement and another signed agreement between Customer and Epiq, the terms and conditions of the signed agreement shall prevail and the remaining portions of this Agreement shall remain. In addition, where no conflict exists, Epiq's Standard Terms and Conditions of Sale at the time of purchase shall apply to all orders.
Prices and Orders. Pricing for the Extended Warranty is set forth in the formal quote issued to Customer. Prices are valid for sixty (60) days unless otherwise stated in the quote. Purchase of the Extended Warranty (the “Purchase Order”) shall come in the form of a purchase order from the Customer and should reference the Epiq quote number. The Purchase Order is subject to acceptance at Epiq's sole discretion and, unless otherwise stated in writing by Epiq, shall be issued by Customer at the time of purchase of the Covered Equipment or within sixty (60) days of the Invoice Date for the Covered Equipment.
Invoices and Payments. Payment terms are set forth in the formal quote. If Customer is approved for credit, Epiq shall invoice at the time of shipment of the Covered Equipment, and the date on the invoice (the “Invoice Date”) shall be used to determine when the payment is due. Late payments are subject to interest at a monthly rate of the lesser of 1.0% or the highest rate permissible by law. All payments shall be made by Customer to Epiq in U.S. dollars.
Software. Any purchased software product(s) (the “Software”) is licensed pursuant to software license agreements provided with the Software or posted on-line where Customer downloads the Software. In the absence of such license agreements, in consideration of and conditioned upon Customer payment of any and all applicable fees to Epiq, Customer is granted a limited, revocable, non-exclusive and non-transferable right and license to use the Software only as intended and solely in conjunction with the Covered Equipment, with no rights to sublicense, disclose, disassemble, decompile, reverse engineer, or otherwise modify the Software. For the avoidance of doubt, all of the Software is licensed, not sold, and title to the Software remains with its licensor(s). The Software is expressly excluded from the Covered Equipment except as it pertains to the Covered Equipment performing in accordance with the applicable Epiq published specifications. However, Epiq may, from time to time and at its sole discretion, provide bug fixes or feature enhancements to the Software and make these releases available to Customer during the Warranty Period (see paragraph 5).
Limited Warranty. Upon purchase of the Extended Warranty and for a period of time from the Invoice Date as defined in the Purchase Order (the “Warranty Period”), Epiq warrants that the Covered Equipment will be free of defects in materials and workmanship that cause the Covered Equipment to fail to substantially conform to the applicable Epiq published specifications. If Customer notifies Epiq of a defect or non- conformance during the Warranty Period, Epiq will, in its sole discretion and within thirty (30) days of receiving the affected Covered Equipment, (i) repair or replace the Covered Equipment; or (ii) refund the fees paid for the Covered Equipment. Repaired or replaced Covered Equipment will be warranted for the remainder of the Warranty Period or ninety (90) days, whichever is longer. Repaired or replaced Covered Equipment may contain new or refurbished parts that are equivalent to new in performance and reliability and are at least functionally equivalent to the original parts. Customer shall obtain an RMA number from Epiq prior to returning any Covered Equipment to Epiq. For the avoidance of doubt, Epiq is under no obligation to repair or replace any Covered Equipment that is not first returned to Epiq for analysis at Epiq's facilities. Customer is responsible for shipping expenses to send the affected Covered Equipment to Epiq, and Epiq is responsible for the return shipping expenses. The Extended Warranty does not cover and the Customer is solely responsible for installation or removal costs. Epiq reserves the right to charge a fee for examining and testing any Covered Equipment outside of the Warranty Period or for any Covered Equipment returned without an RMA number. Expressly excluded from the Extended Warranty are any Covered Equipment that were (a) physically damaged due to abuse, accident, neglect, or misuse (b) modified in an unauthorized way; (c) subjected to improper environment or operated outside of the published specification; (d) damaged due to inadequate maintenance, installation, repair, or calibration; or (e) damaged due to a hazard such as lightning, flood, or other act of nature, and as such, Epiq reserves the right to charge a fee for examining and testing such returned Covered Equipment that have been expressly excluded from this Limited Warranty. THE REMEDIES SET FORTH ABOVE ARE EXCLUSIVE AND THE CUSTOMER'S SOLE REMEDIES, AND SHALL APPLY EVEN IF SUCH REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE.
To notify Epiq of a defect and request an RMA number, please contact your sales representative or email: email@example.com.
Support and Maintenance. During the Warranty Period, Customer may optionally register for one (1) user account on Epiq's support web-site (“Support Site”). Epiq reserves the right to charge additional fees for Support Site user accounts that are (a) not associated with an applicable Covered Equipment purchase; (b) associated with a Covered Equipment purchase that already has a user account associated with it; or (c) requested after the expiration of the Warranty Period for the applicable Covered Equipment. Depending on the Covered Equipment purchased, Epiq shall grant the applicable level of Support Site access and support. Epiq reserves the right to revoke access to the Support Site upon termination or expiration of the Warranty Period. While bug fixes or enhancements to the Software may not be covered under the Extended Warranty (see paragraph 3), from time to time Epiq may post releases and updates to the Software through the Support Site, and Customer will be permitted to download such releases and updates to the Software during the Warranty Period.
NO OTHER WARRANTIES. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, EPIQ PRODUCTS, INCLUDING BUT NOT LIMITED TO THE COVERED EQUIPMENT, ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND AND EPIQ EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, WITH RESPECT TO EPIQ PRODUCTS, INCLUDING ANY IMPLIED WARRANTIES THAT MAY ARISE FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT, AND ANY WARRANTIES THAT MAY ARISE FROM USAGE OF TRADE OR COURSE OF DEALING. EPIQ DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE USE OF OR THE RESULTS OF THE USE OF EPIQ PRODUCTS IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. EPIQ DOES NOT WARRANT THAT THE OPERATION OF EPIQ PRODUCTS WILL BE UNINTERRUPTED OR ERROR FREE.
LIMITATION OF LIABILITY. EPIQ SHALL NOT BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE COVERED EQUIPMENT. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL LIABILITY OF EPIQ ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE COVERED EQUIPMENT SHALL NOT EXCEED THE AMOUNT OF THE FEES PAID BY CUSTOMER FOR THE COVERED EQUIPMENT GIVING RISE TO SUCH CLAIM, REGARDLESS OF WHETHER SUCH DAMAGES ARE (A) FOUNDED IN WHOLE ARE IN PART UPON ALLEGED OR ACTUAL NEGLIGENCE; AND (B) BASED IN CONTRACT, WARRANTY, STRICT LIABILITY, NEGLIGENCE, TORT, OR OTHERWISE.
Force Majeure. Epiq shall not be responsible for any delay or failure to perform due to any cause beyond its reasonable control, including but not limited to acts of nature or governments; interruptions of telecommunications, power or transportation; failure of contractors or suppliers; or inability to obtain necessary labor or materials. In such cases of force majeure, Epiq reserves the right to cancel the applicable order without any liability to Customer.
Governing Law. The provisions of this Agreement shall be construed in accordance with the laws of the State of Illinois, U.S.A., without regard to principles of conflicts of laws. Any legal action or proceeding with respect to this Agreement or the Covered Equipment shall be brought in the Circuit Court of Cook County, State of Illinois or the federal court of the United States of America for the Northern District of Illinois and each party hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of such Courts. The parties irrevocably waive any objection to the laying of jurisdiction or venue (including, but not limited to, any objection based on lack of personal jurisdiction or forum non-conveniens) which any of them may now or hereafter have to the bringing of any such action or proceeding in such respective jurisdictions.
General Terms. This Agreement, and any terms incorporated herein by reference, constitutes the entire Agreement between the parties with respect to the subject matter hereof and supersedes all prior understandings or agreements, whether written or oral, with respect to the subject matter. Customer acknowledges reading this Agreement, understands these terms, and agrees to be bound by them. This Agreement may not be altered, supplemented, or amended by the use of any other document unless otherwise agreed to in writing by Epiq. No delay or failure by Epiq to exercise any right it has under this Agreement shall impair or be construed as a waiver of such right. A waiver of provision of this Agreement must be in writing and shall not be construed as a waiver or modification of any other term hereof, or as a continuing waiver of any provision. If any part, term, or provision of this Agreement is held illegal, unenforceable, or in conflict with any applicable and enforceable law, the validity of the remaining portions or provisions of this Agreement shall not be affected. The doctrine that any ambiguity contained in a contract shall be construed against the party whose counsel has drafted the contract is expressly waived by each of the parties with respect to this Agreement.