Matrix Networks' ShoreTel (Mitel) Support Terms & Conditions

The terms and conditions set forth herein govern Customers ordering and use of Services and Equipment (as defined below) provided by Matrix Networks (“Matrix”). This agreement sets forth the Terms and Conditions under which Seller agrees to provide supplemental support services for the ShoreTel (Mitel) IP Voice Communication System. By signing the associated proposal, Buyer agrees to be bound by and accept the Terms and Conditions herein.

 

Terms & Termination

Term: This agreement shall run for a terms outlined in your proposal, effective through the stated duration, at which time, a new agreement must be signed.

Termination: This agreement may not be terminated, transferred, or cancelled during the term of coverage as updated licenses, keys, and associated fees have been paid directly to Mitel. and coverage has commenced.

Additions to Current Support Agreement

Add-On Purchases: Support for all add-on purchases will be billed at the time of shipment of the addition products, and will be pro-rated for the remaining term of the agreement, at the same rate as the Support agreement in effect at the time of purchase.

Limited Warranty

Seller shall use its reasonable, best efforts to provide the support services defined in this Agreement and warrants that such services shall be performed in a professional manner. This warranty is contingent upon Buyer’s adherence to these supported configurations and following the proper installation and support practices and procedures in which the system was intended.

Except for the above expressed limited warranty, seller makes no warranties or conditions on the products, express, implied, statutory, or otherwise; and seller specifically disclaims any implied warranty or condition of merchantability, fitness for a particular purpose, or non-infringement.

Limitation of Liability

In no event shall seller’s liability under, arising out of or relating to this agreement exceed the amount paid to seller by buyer for the services giving rise to such liability. in no event will seller be liable for lost profits, loss of use, loss of data, cost of procurement of substitute goods or service, unauthorized calls that may be made using the system and charged to the customer, any telephone toll fraud, or any other special, incidental, indirect, or consequential damages, however caused, and on any theory of liability, whether for breach of contract, tort (including negligence and strict liability) or otherwise. The parties acknowledge that the support charges were determined based upon the foregoing limitation of liability.

Miscellaneous

a. Governing Law: The laws of the United States and the State of Oregon without reference to conflict of law principles govern this Agreement. Any dispute between the Buyer and Seller regarding this Agreement will be subject to the exclusive venue of the state and federal courts in the State of Oregon.

b. Entire Agreement; Severability: This Agreement is the entire agreement between Buyer and Seller with respect to support services provided by Seller and supersedes any other verbal or written communications or advertisement. If any provision of this Agreement is held invalid, the remainder of this Agreement will continue in full force and effect.

c. Force Majeure: Seller is not liable for any failure or delay in performance due to any cause beyond its control. In any event, if Seller’s ability to deliver services is impaired by Buyer or circumstances beyond Seller’s control, Seller may terminate this Agreement, in which event, Buyer will receive a refund for any unused portion of the service term for which it had paid.