ACTELIS LIMITED PRODUCT WARRANTY
LIMITED HARDWARE WARRANTY
Subject to the limitations and disclaimers set forth in this Limited Product Warranty (“Limited Warranty”), Actelis warrants to the original purchaser ("Buyer") that the Actelis Hardware and component parts (excluding embedded software) ("Hardware") purchased by Buyer shall be free from defects in material and workmanship under normal use and service for a period of two (2) years from the date of shipment of the Hardware to Buyer. Actelis’s sole obligation and Buyer’s sole remedy under this Limited Hardware Warranty shall be to repair or replace any Hardware that Actelis determines to be so defective. Any claim by Buyer under this Limited Hardware Warranty must be presented to Actelis in writing promptly, but not later than two (2) year after the date of shipment of the Hardware to Buyer, as evidenced by Actelis’s packing slip or similar shipment documentation from an Actelis authorized reseller. Actelis reserves the right to substitute equivalent Hardware for defective Hardware, in its sole discretion. As long as Actelis either so repairs or replaces the Hardware, this Limited Hardware Warranty will not be found to have failed its essential purpose. This Limited Hardware Warranty will apply to replaced or repaired Hardware for whichever is longer: the 90-day period after the shipment of such replaced or repaired Hardware to Buyer or the remainder of the Limited Hardware Warranty period applicable to the Hardware originally delivered to Buyer.
LIMITED SOFTWARE WARRANTY
Subject to the limitations and disclaimers set forth in this Limited Warranty, Actelis warrants to the Buyer that the Actelis software embedded in the Hardware purchased by Buyer (the “Software”) shall comply substantially with the Software’s published specifications for a period of ninety (90) days from the date of shipment of the Hardware to Buyer. Actelis’s sole obligation and Buyer’s sole remedy under this Limited Software Warranty shall be to repair or replace any Software embedded in the Hardware that Actelis determines do not comply substantially with the Software’s specifications. Any claim by Buyer under this Limited Software Warranty must be presented to Actelis in writing promptly, but not later than ninety (90) days after the date of shipment of the Hardware to Buyer, as evidenced by Actelis’s packing slip or similar shipment documentation from an Actelis authorized reseller.
LIMITED WARRANTY CONDITIONS
Actelis’s sole obligation to Customer under this limited warranty shall be to repair or replace defective Product to Reseller, at Actelis’s option, provided the defects are those for which Actelis is responsible. The foregoing are Customer’s sole and exclusive remedies for breach of the foregoing Product warranty. This limited warranty shall not apply to Product that is defective due to Customer’s unauthorized or improper installation, alteration or repair, or the result of misuse, abuse, neglect, misapplication or excessive physical or electrical stress including but not limited to lightning damage. This Limited Warranty shall be void (i) with respect to any Hardware or Software that have been repaired or altered outside Actelis’s factory, unless Actelis specifically authorized such repairs or alterations in writing; (ii) in the event parts not made or recommended by Actelis are used by Buyer in the Hardware; or (iii) if the Hardware or Software are used by Buyer other than in the manner intended by Actelis or other than in conformance with operating instructions and specifications provided by Actelis
MODIFICATIONS BY ACTELIS
Mutually agreed-upon changes to the specifications, which do not materially affect performance of the Hardware or Software, shall not constitute a breach of this Limited Warranty. Actelis also reserves the right to discontinue Hardware or Software and change specifications for Hardware or Software without notice, provided such changes are not inconsistent with negotiated contract specifications between Actelis and the Buyer. Actelis also reserves the right to make product improvements without incurring any obligations or liability to make the same changes in Hardware or Software previously manufactured or purchased. Non-payment of any invoice rendered within the stated payment terms automatically suspends the application of, but not the running of, the Limited Warranty for the duration of the non-payment.
NON-ACTELIS NETWORKS PRODUCTS
Where a product not manufactured or created by Actelis is sold by Actelis hereunder to complete an order, the Buyer’s sole remedy shall be pursuant to the original manufacturer’s/licensor’s published warranty to the Buyer, to the extent permitted by the original manufacturer/licensor.
WARRANTY RETURN
All Products returned under this limited warranty shall be returned by Reseller to Actelis FOB Actelis’s shipping location, return shipping charges prepaid. No warranty returns shall be made without Reseller first obtaining a Return Material Authorization (RMA) number from Actelis. Products returned to Actelis without RMA numbers shall be returned to Reseller unopened, at Reseller’s risk and expense. When requesting an RMA from Actelis, Reseller should have the following information available: (i) model number and serial number for each unit of the Products to be returned, (ii) applicable Actelis invoice number and date; (iii) reason for return and symptoms of warranty problem, and (iv) contact information for Reseller. The RMA number shall be marked on the outside of the shipping package, and all returned Products shall be packaged by Reseller to the best commercial standard for electronic equipment. Actelis shall pay shipping charges for delivery of repaired or replaced Products, provided that if Actelis reasonably deems that the returned Products are not subject to this limited warranty, Reseller shall pay all return freight charges. Actelis shall have no obligation to accept warranty returns directly from Customers, unless authorized by Actelis in advance, or covered under an Actelis Support Agreement currently in effect between Actelis and the Customer.
AMENDMENT OF WARRANTY TERMS
Actelis may revise the terms and conditions of this Limited Warranty from time to time in its sole discretion. The terms and conditions of this Limited Warranty in effect at the time of purchase will apply to such Hardware and Software.
EXCLUSION OF IMPLIED WARRANTIES OR OTHER REPRESENTATION
THE HARDWARE AND SOFTWARE ARE SUPPLIED BY ACTELIS "AS IS" WITHOUT ANY WARRANTY OR GUARANTEE OF ANY KIND OTHER THAN THE RESPECTIVE LIMITED HARDWARE AND SOFTWARE WARRANTIES SET FORTH ABOVE, WHICH ARE MADE EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY. ACTELIS HEREBY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, AND ALL OTHER IMPLIED WARRANTIES ON THE PART OF ACTELIS. ACTELIS DOES NOT WARRANT THAT THE BUYER'S USE OF THE HARDWARE OR SOFTWARE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE.
Buyer agrees that no oral or written representation, advice, advertisement or other statement by Actelis, its reseller, agent, employee, or representative constitutes any warranty, guarantee or modification of the foregoing disclaimer and Limited Warranty, and Buyer acknowledges that no person, including resellers, agents, employees, or representatives of Actelis, is authorized to assume for Actelis any other liability on its behalf.
LIMITATION ON LIABILITY
IN NO EVENT SHALL ACTELIS, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR SUPPLIERS BE LIABLE FOR SPECIAL, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, DATA LOSS, DAMAGE TO EQUIPMENT, OR THE LIKE), REGARDLESS OF WHETHER THE CLAIM IS BASED ON BREACH OF WARRANTY, BREACH OF CONTRACT, STRICT LIABILITY, OR OTHER LEGAL THEORY, EVEN IF ACTELIS NETWORKS OR ITS AGENT WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL ACTELIS’S LIABILITY TO BUYER OR ANY SUCCESSOR TO BUYER EXCEED THE PRICE PAID FOR THE APPLICABLE HARDWARE.
GOVERNING LAW
The laws of the State of California, U.S.A., govern this Agreement. The Actelis Networks Software is licensed, not sold to Buyer, and Actelis owns all right, title and interest in and to the Software embedded in the Hardware.
DISCLAIMER
THE FOREGOING STATES ACTELIS’S ENTIRE OBLIGATION, AND CUSTOMERS’ AND RESELLER’S ENTIRE REMEDY, REGARDING BREACH OR ALLEGED BREACH OF WARRANTY. ACTELIS MAKES NO OTHER WARRANTIES TO RESELLER OR ITS CUSTOMERS, EXPRESS OR IMPLIED, BY STATUTE OR OTHERWISE, REGARDING THE PRODUCTS. ACTELIS SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
End User Software License Terms
CAREFULLY READ THESE SOFTWARE LICENSE TERMS (this “License”). BY INSTALLING AND USING ACTELIS SOFTWARE, YOU ARE AGREEING TO BE BOUND BY THIS LICENSE. IF YOU DO NOT AGREE TO THIS LICENSE, DO NOT USE THE ACTELIS SOFTWARE PRODUCTS.
SOFTWARE
The software covered by this License includes all Actelis proprietary software, whether provided on magnetic media, loaded on the product or embedded in the product (“Product”) as firmware, and any third party software licensed to Actelis included therein (jointly, the “Software”).
LICENSE
Subject to this License, Actelis grants to the original end user of the Product (“Licensee”) a personal, nonexclusive and nontransferable license to use the specific Actelis base program, supplement(s) or feature set(s) Software and related Product documentation (the “Documentation”) in object code form only, in accordance with the terms and conditions of this License . This license grant is subject to the Licensee’s payment in full of the required license fees. Licensee may use the Software solely in connection with the use of Actelis equipment, on a single hardware chassis, or on a single or dual central processing unit, as applicable, owned or leased by Licensee. If Licensee has purchased a multi-user license, then, subject to this License, Licensee is granted a nonexclusive and nontransferable license to allow the number of simultaneous users authorized under such license and for which Licensee has paid the required license fee to use the Software. In the event Licensee has purchased licenses for Software that include use restrictions as notified in writing by Actelis, Licensee agrees to be bound by such restrictions.
RESERVATION OF RIGHTS
Actelis reserves all rights not expressly granted to Licensee in this License. The Software is protected by copyright and other intellectual property laws and treaties. Actelis or its licensors own all right, title, copyright, and other intellectual property rights in the Software. The Software is licensed, not sold. This License does not grant Licensee any rights to trademarks or service marks of Actelis.
COPIES
Licensee agrees not to make any copies of the Software or the Documentation, in whole or in part, other than one copy for archival purposes only. Licensee agrees not to modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Software. Licensee agrees to use Licensee’s best efforts to safeguard copies of the Software and Documentation against disclosure, copying or use of unauthorized persons, and to ensure that the provisions of this License are not violated by Licensee’s employees or agents.
PROPRIETY INFORMATION
Licensee agrees that aspects of the Software and Documentation constitute trade secrets and/or copyrighted material of Actelis or its suppliers. Licensee shall not disclose, provide, or otherwise make available such trade secrets or copyrighted material to any third party without the written consent of Actelis.
LIMITED WARRANTY
Actelis warrants to Licensee only that the media on which the Software is recorded shall be free from defects in materials and workmanship under normal use for a period of 90 days from the date of shipment by Actelis. Licensee’s exclusive remedy, and Actelis’s exclusive liability, shall be replacement of the media in accordance with this limited warranty. Any replacement media will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer. For warranty service, contact Actelis at (866) 228-3547 or Intl_support@actelis.com for outside North and South America.
THE SOFTWARE IS PROVIDED ‘AS IS’. ACTELIS EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND ACTELIS SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR OTHER VIOLATION OF RIGHTS. Actelis does not warrant that the Software will meet Licensee’s requirements or that the operation of the Software will be uninterrupted or error free.
LIMITATION OF LIABILITY
IN NO EVENT WILL ACTELIS OR ITS LICENSORS BE LIABLE FOR ANY LOST REVENUE, PROFIT, OR DATA, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABIITY ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE EVEN IF ACTELIS OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBLITY OF SUCH DAMAGES.
In no event shall Actelis or its licensors’ liability to Licensee, whether in contract, tort (including negligence), or otherwise, exceed the license fees paid by Licensee.
TERMINATION
Without prejudice to any other rights, Actelis may terminate these Software License Terms if Licensee fails to comply with the terms and conditions of this License. In such event, Licensee shall promptly destroy or return to Actelis all copies of the Software and Documentation, including all original and archival copies. No refunds shall be given for such returned materials. Notwithstanding any termination of this License, the rights and obligations relating to title, warranty, termination and limitation of liability, as well as any other provisions which survive by their terms, shall survive termination.
EXPORT
The Software is subject to United States export laws and regulations. Licensee shall comply with all export laws and regulation of the United States to assure that the Software is not exported, directly or indirectly, in violation of U.S. law.
RESTRICTED RIGHTS
The Software and Documentation are provided with Restricted Rights. Use, duplication, or disclosure by the Government is subject to restrictions as set forth in subparagraph (c)(1) (ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c) (1) and (2) of the Commercial Computer Software-Restricted Rights at 48 CFR 52.227-19, as applicable. Manufacturer is Actelis Networks Inc., 47800 Westinghouse Drive, Fremont, California 94539.
MISCELLANEOUS
Licensee may not assign or transfer any of its rights or delegate any of its obligations under this License. No delay, failure or waiver by either party to exercise any right or remedy under this License shall operate to waive any exercise of such right or remedy or any other right or remedy. This License shall be governed by and constructed in accordance with the laws of the State of California without regard to conflict of laws principles and without regard to the 1980 U.N. Convention on Contracts for the International Sale of Goods. If any provision in this License shall be found or be held to be invalid or unenforceable, then the meaning of said provision shall be construed, to the extent feasible, so as to render the provision enforceable, and the remainder of this License shall remain in full force and effect. This License constitutes the entire agreement between Licensee and Actelis with respect to the subject matter of this License.
PROPRIETARY NOTICES
Licensee shall maintain and reproduce all copyright sand other proprietary notices on all copies of the Software in the same form and manner that such notices are included on the Software. Actelis is a registered trademark of Actelis Networks Inc. in the United States and certain other countries. All Actelis product and service names are trademarks and/or service marks of Actelis Networks Inc. The following (and other) third party Software may be included with Licensee’s Product and subject to this License: Wind River Systems, Inc.; TeamF1; IP Infusion; MindTerm; ClickSoftware.
Actelis Networks, Inc.
47800 Westinghouse Dr
Fremont, CA 94539
Email: info@actelis.com
