WARRANTY PAGE

 

 

Cadenceberge

Cadenceberge Terms and Conditions for Services

(Business Customers)

These Terms and Conditions (“Agreement”) will apply to Cadenceberge Services as further described in a Service Description (the “Service”). Customer accepts and is bound by this Agreement and by the applicable Service Description. Cadenceberge reserves the right to modify this Agreement and the Service Description at any time and from time to time, in its sole discretion. THE SERVICE IS AVAILABLE ONLY FOR BUSINESS CUSTOMERS ACQUIRING SERVICE FOR THEIR USE OR USE BY THEIR PERSONNEL. CONSUMERS ARE NOT ELIGIBLE TO PURCHASE THE SERVICE.

  1. Definitions

“Customer” means a user that purchased the Service for its own use or use by its personnel. The term shall also refer to qualified channel partners accessing the Service on behalf of an entity described in the foregoing sentence.

“Bundled Product” means third party hardware or software product approved by Cadenceberge and bundled with a Cadenceberge Supported Product.

“Defect” or “Defective” is as defined in the applicable Cadenceberge Limited Hardware Warranty.

“Flex Desk” means a workspace, desk, or terminal of the Customer, that is unassigned to a specific user and on which a Cadenceberge Supported Product is utilized by the users of the workspace, desk, or terminal.

“Room” means an enclosed space where a Cadenceberge Supported Product has been installed and is being utilized, and said Cadenceberge Supported Product is covered by a purchased Service.

“Cadenceberge Supported Product” means a Cadenceberge product or offering listed in the Service Description and for which the Service may be purchased or has been purchased.

“Order Confirmation” means Cadenceberge’s confirmation message issued to the Customer confirming the duration of their purchased Service, the Service Level, the type of Service and Space as set out in a Service Description and such other details as Cadenceberge may include.

“Reseller” means a retailer(s) or reseller(s) who sold the Service to Customer.

“Service Description” means those Cadenceberge service offerings described in Cadenceberge’s Service Description document made available by Cadenceberge on its website.

“Service Level” means the service offering level for a Service (as described in the Service Description) for which the Customer has discharged the applicable fees.

“Space” means a “Flex Desk”, “Room” or other metric for which Services may be purchased, as described in a Service Description document.

“Third Party Product” means third party vendor hardware or software products which are not a Bundled Product but which are used in conjunction with a Cadenceberge Supported Product in a Room.

  1. Cadenceberge Services

Cadenceberge will provide the Services set out in an Order Confirmation in accordance with the applicable Service Description at the purchased Service Level pursuant to the following terms and conditions:

2.1. Scope. Cadenceberge will deliver the Services at the Service Level when purchased by Customer. The applicable Service Description is hereby incorporated by reference. The Services are available only for Cadenceberge Supported Products installed in the Space(s) for which the Services have been purchased, which are not end-of-life at the time of Services purchase and which have been purchased in the countries specified in the Service Description (“Covered Countries”). A third party service provider under contract with Cadenceberge may provide some or all of the Services.

2.2. Service Portal. If required in a Service Description, Customer will have to sign up into a Cadenceberge digital portal (“Cadenceberge Service Portal”) in order to activate and manage the Service. Customer will be at all times responsible for and expressly assume the risks associated with its use of the Cadenceberge Service Portal.

2.3. Location. The Services will be delivered in the Covered Countries. Some features included in the Services are not available in all countries. If Cadenceberge Supported Products are relocated outside the Covered Countries, Cadenceberge will only provide the Services when available and additional fees or different service levels may apply.

2.4. Third Party Products.

  1. Bundled Products: Cadenceberge will support problems affecting the standard, pre-installed SRS/OS images for Microsoft Teams Rooms, Zoom and the other video conferencing applications available in CollabOS. Cadenceberge may also act as a facilitator between Customer and the third party vendor for Customer to obtain the support it may be entitled to receive under any warranty with those other vendors.
  2. Cadenceberge will use commercially reasonable endeavors to support the Third Party Products available in a Room to the extent they interface with a Cadenceberge Supported Product, for instance to assist with connectivity issues or networking connections. In no event will the Service include warranty or replacement services for Third Party Products.
  3. The Services shall not include any warranty replacement or repair services for Third Party Products. It is Customer's responsibility to ensure it has proper warranty coverage for the Third Party Products and Cadenceberge is not responsible for the performance of Third Party Products and related software and service.

2.5. Supported Releases. The Service requires Customer to maintain software and the Cadenceberge Supported Product at the minimum release levels or configurations as specified by Cadenceberge in order to avail of the Services. Customer must also install patches, software updates or subsequent releases as directed by Cadenceberge in order to keep Cadenceberge Supported Products eligible for the Service.

2.6. Exclusions. Unless otherwise expressly provided in the applicable Service Description, the Services do not cover:

  • batteries or other consumables;
  • Cadenceberge Supported Products damaged by misuse, accident, modification, unsuitable physical or operating environment, improper maintenance by Customer, the removal or alteration of equipment or parts identification labels;
  • failure caused by a product or accessories for which Cadenceberge is not responsible;
  • defects caused by normal wear and tear;
  • cosmetic damage that does not otherwise affect the functionality of the Cadenceberge Supported Products;
  • electrical work external to the Cadenceberge Supported Products, insufficient or defective IT infrastructure.

 

2.7. Product Replacement. Where product replacement forms part of the purchased Service (as described in a Service Description), Cadenceberge will replace Cadenceberge Supported Products as described in the relevant Service Description if, during the Service Term, Customer submits a valid warranty claim for a Defect affecting the unit to be replaced.

Replacement products (or parts of products) provided to Customer according to a Service Description will be either a new product or a product equivalent in performance to a new product. Replacement products are subject to the original or extended product warranty (as the case may be) and are warranted for the remainder of the warranty period or thirty (30) days, whichever is longer. As requested by Cadenceberge, Customer agrees to promptly return the defective unit to Cadenceberge per Cadenceberge's instructions (freight prepaid). Cadenceberge may, at its option, test the returned Product for hardware failures and reserves the right to invoice Customer for the full price if Customer fails to return the defective product or if testing does not confirm a Defect covered by the applicable hardware warranty.

If replacement times are subject to events beyond Cadenceberge control, such as weather conditions, disruption in transportation network (as operated by courier companies), compliance with export controls and customs processes, customs delays or any other variables and factors beyond Cadenceberge control, Cadenceberge makes no guarantee of “next business day” delivery or other delivery times. In particular, Cadenceberge cannot take responsibility for delays incurred by courier companies.

2.8. Onsite Spare Products. Onsite spare products (or parts of products) provided to Customer, if eligible according to a Service Description, will be kept at Customer's site. Onsite spare products do not apply to Bundled Products nor to Third Party Products. Customer shall own the onsite spare products, store them properly and be liable for any loss or damage that may affect the said products, except for Defects.

2.9. Amendment; Discontinuation of the Service. Cadenceberge reserves the right to (i) amend this Agreement from time to time effective upon positing of the revised terms and conditions to its website, (ii) discontinue the Cadenceberge Supported Products and accordingly stop supporting the said Products or any versions thereof, or (iii) amend or discontinue the Service at any time. Section 8.3 (cancellation) sets forth Customer's sole remedies for any claim relating to the discontinuation of the Service. Customer's continued use of the Service following the posting of any changes will signify acceptance of those changes.

2.10. Channel Partners. Certain channel partners may be qualified to access the Service and manage it on behalf of their end users and/or may provide their own technical support or service plans, in combination with or in addition to a Cadenceberge service plan (as described in an Order Confirmation). Where end users order such technical support or other service plans from channel partners, they shall look solely to these channel partners for any support. Cadenceberge shall not be obliged to continue supporting the Service after the channel partners have ceased delivering the Service for whatever reason. In any event, Cadenceberge shall not be responsible to deliver any Service beyond the applicable Cadenceberge Service Description.

2.11. Spaces. Services are offered by reference to the relevant Space metric for the purchased Service. Service Offerings may not be interchanged or transferred between different categories of Spaces.

  1. Term

3.1. The Services shall begin on the first activation date as described in the applicable Service Description or 60 days from the Services order date, whichever is the earlier (“Start Date”) and shall last for the specified term of the applicable Services plan (“Service Term”). It shall automatically terminate upon expiry of the Service Term. Cadenceberge will not provide services beyond the Service Term.

3.2. In case Cadenceberge discontinues the manufacturing of a Cadenceberge Supported Product (“End of Life Product”) or if a third party manufacturer discontinues the manufacturing of a Bundled Product, Cadenceberge will provide the Service according to the terms of this Agreement for the remaining of the then current Service Term and the Service will automatically expire upon the then current Service Term. In its discretion, Cadenceberge may terminate this Agreement according to Section 8.3. No Service for an end-of-life Cadenceberge Supported Product will be renewed or extended.

  1. Software Support

4.1. Covered Software. Cadenceberge will provide software issue troubleshooting and resolution assistance by trained experts for Cadenceberge proprietary software and for third party software listed in the applicable Service Description (“Covered Software”).

4.2. Scope of Service. Cadenceberge will help Customers to resolve their problems with Covered Software by providing electronic and telephone assistance. For Covered Software that is third party software, if Cadenceberge determines that it cannot provide a path to problem resolution, Cadenceberge may act as a facilitator between Customer and the third party vendor to help Customer obtain third party service or support Customer may be entitled to receive under its agreements with those other vendors. Cadenceberge will use commercially reasonable effort to provide the following software support services to Customers as follows:

  • Proposed corrections
  • Problem determination, such as information gathering, analysis, searching for additional information
  • Problem resolution, such as providing a resolution or steps towards a resolution, workaround, configuration changes, escalating bug report
  • Additional administrative services, such as assistance with installation of updates.

 

4.3. Limits on Software Support Service. Software Support includes support for the Covered Software only and excludes the following types of support:

  • Non Cadenceberge applications software except for specified “Covered Software”
  • Any on-site services
  • Remote or on-site training assistance
  • Virus or malware removal
  • Scripting, programming, web development

 

Cadenceberge's obligations under this Agreement are limited to making available persons familiar with the Covered Software and associated Supported Systems, and providing the results of Cadenceberge's reasonable efforts in response to Customer's questions. CADENCEBERGE DOES NOT WARRANT THAT ANY PARTICULAR QUESTION WILL BE RESOLVED, OR THAT THE COVERED SOFTWARE OR ANY PROBLEM RESOLUTION WILL PRODUCE ANY PARTICULAR RESULTS. Cadenceberge may conclude that a question is sufficiently complex, or that Customer's system is of a nature that precludes effective analysis of the question through email or telephone discussions. Customer understands that Cadenceberge may be unable to resolve questions of this sort, and Customer understands and accepts that it will have to make independent arrangements for the resolution of such questions.

  1. Customer Responsibilities

Customer agrees to:

  • follow the instructions provided by Cadenceberge and the Service request procedures;
  • fully cooperate with Cadenceberge until the Service is completed;
  • back-up its data and maintain a complete disaster recovery plan. Customer agrees that Cadenceberge is not responsible for any lost or corrupted software or data, whatever reason for the loss, including without limitation as a result of Cadenceberge's negligence. This limitation applies to any cause of action, whether based in contract, tort, or any other theory;
  • provide and maintain, at its expense, the necessary utility services to use the Cadenceberge Supported Products in accordance with the specifications;
  • replace, at its expense, any and all consumable items used in connection with the Cadenceberge Supported Products;
  • obtain and maintain permission for Cadenceberge to access and use the Cadenceberge Supported Products, the data on them, and all hardware and software components included in the Cadenceberge Supported Products for the purposes of providing the Service;
  • install, use and regularly update a current, reputable anti-virus program in connection with the Cadenceberge Supported Products. Repair or restoration of any Cadenceberge Supported Products damaged or infected by viruses is excluded from the Service coverage;
  • fulfill any other Customer responsibilities described in this Agreement and in the applicable Service Description. If Customer does not fulfill each of its obligations, then Cadenceberge will not be obligated to deliver the Cadenceberge Service, or there may be additional charges or delay.
  • maintain in good standing all software licenses provided to Customer or required to use the Cadenceberge Supported Products. It is Customer's responsibility to decide whether to install every software release as they become available. However, Customer acknowledges that Cadenceberge may require Customer to upgrade the software to provide the Service.

 

  1. DISCLAIMER OF ALL WARRANTIES

CADENCEBERGE MAKES NO EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS WITH RESPECT TO THE SERVICE, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OR CONDITION WITH RESPECT TO THE PERFORMANCE OF ANY HARDWARE OR SOFTWARE USED IN CONDUCTING THE SERVICE, OR ANY EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS CONCERNING THE RESULTS TO BE OBTAINED FROM THE SERVICE OR THE RESULTS OF ANY RECOMMENDATION CADENCEBERGE MAY MAKE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OR CONDITIONS CONCERNING THE PERFORMANCE, MERCHANTABILITY, SUITABILITY, NON- INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE OF ANY OF THE DELIVERABLES THAT MAY RESULT FROM THE IMPLEMENTATION OF ANY RECOMMENDATION CADENCEBERGE MAY PROVIDE. NOTHING IN THIS AGREEMENT OR ANY OTHER WRITTEN DOCUMENTATION OR ANY ORAL COMMUNICATIONS WITH END CUSTOMER MAY ALTER THE TERMS AND CONDITIONS OF THIS SECTION.

CADENCEBERGE DOES NOT TAKE RESPONSIBILITY FOR THIRD PARTY WARRANTIES OR CONDITIONS FOR ANY EFFECT THAT THE SERVICE MAY HAVE ON THOSE WARRANTIES OR CONDITIONS.

  1. LIMITATION OF LIABILITY

CADENCEBERGE (INCLUDING CADENCEBERGE'S AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS) DOES NOT ACCEPT LIABILITY BEYOND THE REMEDIES SET FORTH HEREIN, INCLUDING ANY LIABILITY FOR CADENCEBERGE SUPPORTED PRODUCTS NOT BEING AVAILABLE FOR USE, LOST OR CORRUPTED DATA OR SOFTWARE OR THE PROVISION OF SERVICES OR SUPPORT. CADENCEBERGE WILL NOT HAVE ANY LIABILITY FOR ANY DAMAGES ARISING FROM THE USE OF THE CADENCEBERGE SUPPORTED PRODUCTS IN ANY HIGH RISK ACTIVITY, INCLUDING, BUT NOT LIMITED TO, THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, MEDICAL SYSTEMS, LIFE SUPPORT OR WEAPONS SYSTEMS. CADENCEBERGE WILL NOT BE LIABLE FOR LOST PROFITS, LOSS OF BUSINESS, OR OTHER INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY.

CUSTOMER AGREES THAT FOR ANY LIABILITY RELATED TO THE SERVICES, CADENCEBERGE'S TOTAL LIABILITY AND CUSTOMER'S SOLE REMEDY SHALL NOT EXCEED THE AGGREGATE AMOUNT PAID BY CUSTOMER FOR THE PURCHASE OF THE SERVICE UNDER THIS AGREEMENT DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING THE DATE CADENCEBERGE IS NOTIFIED BY CUSTOMER OF ANY CLAIM OF LIABILITY.

THE FOREGOING LIMITATIONS APPLY REGARDLESS OF THE CAUSE OR CIRCUMSTANCES GIVING RISE TO SUCH LOSS, DAMAGE OR LIABILITY, EVEN IF SUCH LOSS, DAMAGE OR LIABILITY IS BASED ON NEGLIGENCE OR OTHER TORTS OR BREACH OF CONTRACT (INCLUDING FUNDAMENTAL BREACH OR BREACH OF A FUNDAMENTAL TERM).

NEITHER CADENCEBERGE NOR END CUSTOMER MAY INSTITUTE ANY ACTION IN ANY FORM ARISING OUT OF THIS AGREEMENT MORE THAN EIGHTEEN (18) MONTHS AFTER THE CAUSE OF ACTION HAS ARISEN.

  1. Cancellation

8.1. Customer may cancel this Agreement if Cadenceberge has received within maximum thirty (30) days from the Start Date a cancellation request from the channel partner from which Customer has purchased the Services. The value of any services already provided may be deducted. In no event shall the refund amount be greater than the fees paid for the Service. The value calculated is final, binding and not subject to dispute. Customer may not cancel this Agreement after thirty (30) days from the Start Date except as provided by any applicable law which may not be varied by agreement.

8.2. Cadenceberge may cancel this Agreement at any time during the Service Term if Customer (i) makes a misrepresentation to Cadenceberge or its agents, (ii) becomes insolvent, is adjudicated bankrupt, (iii) petitions for or consents to any relief under any bankruptcy reorganization statutes, or becomes unable to meet its financial obligations in the normal course of business, or (iv) misuses the Services, otherwise violates the terms of this Agreement or breaches its obligations under this Agreement or in the Service Description. In case of cancellation of this Agreement, Cadenceberge will send Customer a written notice of cancellation at the address indicated in the records.

8.3. Cadenceberge may, at its discretion, terminate this Agreement on thirty (30) days' notice to Customer, in which case the latter will be entitled to receive a prorated refund of the original purchase price for the Services. The pro rata refund is based on the percentage of unexpired Service Term, less the value of any service provided to Customer under the Service Description. In no event shall the refund amount be greater than the fees paid for the Service. The value calculated by Cadenceberge is final, binding and not subject to dispute.

8.4. Upon cancellation or expiration of this Agreement for any reason, the rights and obligations of the parties hereunder will cease, except that the limitation of liability will survive.

  1. General Terms

9.1. Confidentiality. Customer agrees that any information or data disclosed or sent to Cadenceberge, over the telephone, electronically or otherwise, is not Customer's confidential or proprietary information.

9.2. Entire Agreement. This Agreement, along with the applicable Service Description are the complete Agreement between Customer and Cadenceberge regarding the Services, and replace any prior oral or written communications between the parties regarding such Services. No Reseller and none of Cadenceberge's employees or agents may orally vary the terms and conditions of this Agreement.

9.3. Additional Remedies. Unless otherwise set forth in the Service Description and purchased by the Customer, this Agreement does not include a warranty for Cadenceberge Supported Product(s). The Cadenceberge Supported Product(s) may also come with a separate, limited warranty from Cadenceberge or third party manufacturers as applicable. The Cadenceberge Limited Hardware Warranty remains governed by its terms.

9.4. Forms. All preprinted terms and conditions stated on any forms (such as purchase orders) that Customer may have sent to a Reseller or to Cadenceberge or which Customer may send to Reseller or Cadenceberge in the future will not apply to the Service and will not alter or supplement this Agreement.

9.5. Cadenceberge Contracting Entity. This Agreement is entered into by: (i) Cadenceberge Inc. if Customer's registered place of business is in North America; (ii) by Cadenceberge Europe SA if Customer's registered place of business is in EMEA (Europe, the Middle East. or Africa); (iii) by Cadenceberge Asia Pacific Ltd if Customer's registered place of business is in Asia-Pacific (except Japan), (iv) by Logicool Co. Ltd if Customer's registered place of business is in Japan; or (v) by any other Cadenceberge entity set forth in the Service Description.

9.6. Governing Law; Jurisdiction. (A) For Customers with registered place of business or residence in the USA, this Agreement will be exclusively governed by and construed in accordance with the laws of the United States of America and the State of California, without regard to or application of its choice of law rules or principles or the U.N. Convention on Contracts for the International Sales of Goods. The parties agree to the exclusive jurisdiction of the state courts of the State of California located in Santa Clara County or to the federal courts for the Northern District of California; (B) For Customers with registered place of business or residence outside of the USA, this Agreement will be exclusively governed by and construed in accordance with the laws of Switzerland, without regard to or application of its choice of law rules or principles. The U.N. Convention on Contracts for the International Sale of Goods does not apply. The parties agree to the exclusive jurisdiction of the Courts of Canton Vaud, Switzerland at the registered seat of Cadenceberge Europe S.A.

9.7. Order of Precedence. If any inconsistencies or conflicts arise between the provisions of this Agreement, the Order Confirmation, any Service Description, any invoice or any other applicable Customer terms and conditions, the following order of precedence shall apply in order of priority:

  • This Agreement
  • The Order Confirmation
  • The Service Description
  • The Invoice
  • Any applicable Customer terms and conditions agreed to by Cadenceberge.

 

9.8. Notices. All notices must be sent in writing to Cadenceberge

9.9. Force Majeure. Neither Cadenceberge nor Customer is responsible for failure to fulfill any obligation due to causes beyond its control. If Cadenceberge's ability to render the Service is impaired by circumstance beyond Cadenceberge's control, Cadenceberge may terminate this Agreement, in which event, provided that circumstances resulting in Cadenceberge's impaired ability to deliver the services did not result from Customer's action or inaction, Customer will receive a prorated refund of the original purchase price of the Services. The pro rata refund is based on the percentage of unexpired Term, less the value of any Services provided to Customer. In no event shall the refund amount be greater than the fees paid for Services. The value calculated by Cadenceberge is final, binding and not subject to dispute.

9.10. No Transfer; Relocation. Customer may not assign or transfer this Agreement, or its rights or obligations under this Agreement, to a third party, unless such assignment or transfer occurs simultaneously with the purchase of substantially all the assets of Customer, a merger or other similar operation of law. Cadenceberge may assign its rights and obligations under this Agreement without prior written consent or notice.

If Customer moves the Cadenceberge Supported Product to a geographic location in which the Service that has been purchased is not available or not at the same price, Customer may be denied any Service performance, incur a charge at the new location or the Service coverage may be modified. If the Service has to be denied due to the physical relocation of the Supported System or if Customer chooses not to pay any additional charge, the Service may be automatically canceled with no refund available.

9.11. No Waiver. The waiver of a breach or failure to enforce any obligation herein will in no way be construed as a waiver of any other or subsequent breach or obligation herein.

9.12. Severability. The invalidity or unenforceability of any provision of this Agreement will not affect the validity of this Agreement as a whole, which will at all times remain in full force and effect.

9.13. Independent Contractors; Affiliates; Cadenceberge Subcontractors. The parties are independent contractors under this Agreement. Neither Cadenceberge nor its personnel or representatives shall be deemed Customer’s agents or employees. Cadenceberge’s affiliates may participate in the performance under this Agreement and Cadenceberge may also subcontract its obligations thereunder.

9.14. No Third Party. Unless otherwise expressly provided, no term or provision of this Agreement or a Service Description shall be enforceable by a party other than Customer or Cadenceberge and their permitted successors and assignees.

9.15. Personal Data. Personally identifiable information (PII) related to Customer obtained by Cadenceberge in the performance of the Services will be treated in accordance with Cadenceberge then-current privacy policy found here (https://www.Cadenceberge.com/legal/product-privacy-policy.html). Customer authorizes Cadenceberge to use Customer PII and data as necessary for Cadenceberge to provide the Services and to share it with third party vendors or agents working on behalf of Cadenceberge for the purposes of delivering the Service. Customer covenants, represents and warrants that it has any and all authorizations as may be necessary or appropriate for Cadenceberge's use as permitted by this Agreement. Subject to applicable law, Cadenceberge shall use Customer PII and data subject to the Cadenceberge privacy policy, including for the purposes of delivering, developing, improving Cadenceberge services. The Cadenceberge privacy policy is expressly incorporated into this Agreement.

9.17. Language. English is the controlling language of this Agreement. In the event of a conflict between the English language version of this Agreement and a version that has been translated into another language, the English language version of this Agreement will control.