Terms and Conditions

These Edge Threat Management Software Terms and Conditions (“Agreement”) provide the subscription terms for Arista Networks, Inc.’s proprietary Edge Threat Management Software (the “ETM Software”) and related services (the “Services”). By ordering a subscription to the ETM Software (a “Subscription”) and/or Services, you and any entity you represent agree to be bound by the terms of this Agreement.

IF YOU ARE ORDERING A SUBSCRIPTION TO THE ETM SOFTWARE AND/OR SERVICES ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY (THE “COMPANY”), YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND SUCH LEGAL ENTITY AND, IF APPLICABLE, ITS AFFILIATES, TO THIS AGREEMENT. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THE TERMS IN THIS AGREEMENT, YOU MUST SELECT THE “I DECLINE” OR “BACK” BUTTON, AND YOU MAY NOT PURCHASE, DOWNLOAD, INSTALL, ACCESS, OR USE THE ETM SOFTWARE. YOU, OR THE COMPANY ENTERING INTO THIS AGREEMENT, ARE REFERRED TO HEREIN AS THE “CUSTOMER”.

1. Formation of Binding Order, Confirmation Notice and EULA

An order for a subscription to the ETM Software and Services (an “Order”) made be made via the Arista e-commerce site (the “Website”) or by agreeing to a separate quote or order. The type of Subscription and permitted use of the ETM Software is expressly limited to the terms provided in the Order, the confirmation notice provided by Arista upon Arista’s acceptance of the Order (the “Confirmation Notice”) and Arista’s End User License Agreement which may be found at https://www.arista.com/assets/data/pdf/software-agreement/EndUserLicenseAgreement.pdf (as Arista may update at any time upon its sole discretion).

Customer’s subscription to the ETM Software and Services is solely for the Customer’s use and may not be transferred, assigned, or resold by Customer to competitors of Arista without prior written consent of Arista.

2. Additional Terms

Additional Terms governing ETM Software available on an early field trial basis (“ETM Beta Software”) are attached as Addendum A. If Customer elects to proceed with activating a Subscription to ETM Beta Software, such additional and supplementary terms will be deemed accepted by the Customer and are hereby incorporated herein by reference.

3. ETM Dashboard

Use of the ETM Software may be managed with use of the Arista ETM Dashboard (the “Dashboard”). Terms of use of the Dashboard can be found at https://www.arista.com/assets/data/pdf/Cloud_Services_Subscription_Agreement.pdf (the “Dashboard Terms”). By accessing or using the Dashboard you agree to be bound by the Dashboard Terms.

4. Support

Except for the Limited Warranty, this Agreement creates no obligation for Arista to provide any telephone, email, or technical support for the ETM Software unless the Confirmation Notice indicates Customer has purchased Arista’s live support for ETM Software (“Support”). A description of such Support can be found at: https://edge.arista.com/support.

5. Invoicing and Payment

Customer shall pay Arista in full for all Subscriptions and Services purchased under this Agreement. Payment terms shall be as provided in the Confirmation Notice and will vary depending on the type of Subscription you have purchased. Customer agrees to pay all Fees (including all applicable taxes) via a valid credit card, PayPal or other authorized payment method furnished by Customer to Arista via Arista’s billing system. Customer agrees to provide Arista with a valid credit card and accurate, complete, and updated information required by the payment information interface on the Website. Customer authorizes Arista to automatically charge the applicable Fees at the beginning of each month (or at such other billing interval as Customer may select using the account set function on the subscriptions page of the Website), until Customer elects to terminate the Subscription to the ETM Software in accordance with the terms for each individual Subscription. All payments are non-refundable. Arista may suspend any Subscription to the ETM Software and its provision of related updates and support if Customer fails to provide a valid means of payment for any amount due hereunder. Any sum not paid when due shall bear interest until paid at a rate of 1.5% per month (18% per annum), or the maximum rate permitted by law, whichever is less.

6. Taxes

The purchase prices of Subscriptions and Services do not include any foreign, federal, state, or local taxes, or sales, use, excise, ad valorem, value-add, withholding or other taxes, tariffs, or duties that may be applicable to the purchase of Subscriptions and/or Services. Payments to Arista pursuant to this Agreement may not be reduced to reflect any withholding tax or other tax or mandatory payment to government agencies unless such payment is required for the specific Subscription or Services under local tax laws. Upon mutual written agreement between Customer and Arista, Customer may withhold such tax provided it promptly sends Arista a copy of the withholding tax certificate or equivalent document that will be submitted to the local tax authority. When Arista has the legal obligation to collect taxes related to an Order, the appropriate amount shall be added to Customer’s invoice and paid by Customer unless Customer provides Arista with a valid tax exemption certificate prior to issuance of a purchase order. Such certificate must be in a form authorized by the appropriate taxing authority.

7. Warranty

The only warranty that Arista provides with respect to the ETM Software is the written limited warranty statement provided with the ETM Software as otherwise set forth at https://www.arista.com/assets/data/pdf/Warranty.pdf (the “Limited Warranty”). TO THE MAXIMUM EXTENT ALLOWED BY LAW, ARISTA EXPRESSLY DISCLAIMS ALL OTHER EXPRESS, IMPLIED, AND/OR STATUTORY WARRANTIES. Without limiting the generality of the foregoing, and except as otherwise identified in a PSA or SOW, Arista does not warrant that the Services or ETM Software will be uninterrupted, error free, or free of latency or delay, or that the Services or ETM Software will meet Customer’s requirements. Customer acknowledges and agrees that the Services and ETM Software are not fail-safe and are not designed or intended for use in situations requiring fail-safe performance. Customer’s sole and exclusive remedies are as expressly set forth in the Agreement. In those states where Customer’s remedies cannot be so limited, the liability of Arista is limited to the maximum extent permitted by law.

8. Disclaimer

CUSTOMER AGREES AND ACKNOWLEDGES THAT COMPUTER SECURITY THREATS ARE EVOLVING AND THAT NO TOOLS CAN GUARANTEE SECURITY BREACHES WILL NOT OCCUR. ARISTA PROVIDES NO ASSURANCE THAT THE SUBSCRIPTION SOFTWARE PRODUCTS WILL PROTECT AGAINST ALL COMPUTER VIRUS INFECTIONS, UNAUTHORIZED INTRUSIONS, IDENTITY THEFT, PRIVACY VIOLATIONS, SPYWARE OR OTHER FORM OF HARMFUL ACTIVITY. EXCEPT FOR THE LIMITED WARRANTY STATEMENT SPECIFIED IN THIS SECTION ABOVE, ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS OR WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE (EVEN IF KNOWN TO ARISTA), NONINFRINGEMENT, OR ARISING FROM A COURSE OF DEALING, LAW, USAGE, OR TRADE PRACTICE ARE HEREBY EXCLUDED TO THE GREATEST EXTENT ALLOWED BY APPLICABLE LAW. FURTHER, ARISTA DOES NOT WARRANT THAT THE ETM SOFTWARE IS ERROR FREE OR THAT CUSTOMER WILL BE ABLE TO OPERATE THE ETM SOFTWARE WITHOUT PROBLEMS OR INTERRUPTION. This disclaimer and exclusion shall apply even if the express warranty set forth above fails of its essential purpose.

9. Limitation of Liability

NOTWITHSTANDING ANYTHING ELSE HEREIN, ALL LIABILITY OF ARISTA AND ITS SUPPLIERS FOR CLAIMS ARISING UNDER
THIS AGREEMENT OR OTHERWISE SHALL BE LIMITED TO THE MONEY ACTUALLY PAID BY CUSTOMER TO ARISTA FOR ARISTA ETM SOFTWARE AND ARISTA SERVICES UNDER THIS AGREEMENT DURING THE THREE (3) MONTH PERIOD PRECEDING THE EVENT OR CIRCUMSTANCES GIVING RISE TO SUCH LIABILITY. THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT.

10. Waiver of Certain Damages

IN NO EVENT SHALL ARISTA OR ITS SUPPLIERS, MANUFACTURERS, DISTRIBUTORS OR RESELLERS BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES, LOST REVENUE, LOST PROFITS, LOST OR DAMAGED DATA, INTERRUPTION OF BUSINESS, LOST OPPORTUNITY, LOSS OF GOODWILL OR LOSS OF REPUTATION WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ARISTA OR ITS SUPPLIERS, MANUFACTURERS, DISTRIBUTORS OR RESELLERS HAVE BEEN ADVISED OF THE POSSIBILITY THEREOF. THESE LIMITATIONS SHALL APPLY UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM THE USE OF ANY ARISTA ETM SOFTWARE AND/OR ARISTA SERVICES PURCHASED, OR THE FAILURE OF SUCH ARISTA ETM SOFTWARE OR ARISTA SERVICES TO PERFORM, OR FOR ANY OTHER REASON, AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. In no event shall Arista be liable for any loss, damage, or claim arising out of or related to: (1) content or data received or distributed by Customer or its users through the Services or ETM Software; (2) any act or omission of Customer, its users, or third parties not under the control of Arista; (3) interoperability, interaction, or interconnection of the Services with applications, equipment, services, or networks provided by Customer or third parties not under the control of Arista; or (4) loss or destruction of any Customer hardware, software, files, or data resulting from any virus or other harmful feature or from any attempt to remove it. Customer’s sole and exclusive remedies are as expressly set forth in the Agreement. In those states where Customer’s remedies cannot be so limited, the liability of Arista is limited to the maximum extent permitted by law.

11. Export Sales and Export Controls

Customer acknowledges that the ETM Software, Arista Services, and technology, or direct products thereof (collectively, “Arista Technology”) are subject to export controls and sanctions under the laws and regulations of the Territory, the United States (U.S.), the European Union and other relevant territories (“Export Regulations”) and Arista reserves the right to terminate an Order it believes would violate applicable Export Regulations. Customer shall comply with Export Regulations governing use, export, re-export, and transfer of Arista Technology, and will obtain all required authorizations, permits, or licenses. Customer represents that it is not subject to a comprehensive export prohibition, blocking sanction, or asset freeze administered by the U.S. or European Union. Arista and Customer each agree to provide the other such information and assistance as may reasonably be required by the other in connection with securing such authorizations and licenses, and to take timely action to obtain all required supporting documentation.

12. Force Majeure

Arista will be excused from any obligation to the extent performance thereof is affected by acts of God, fire, flood, riots, material shortages, strikes, governmental acts, disasters, earthquakes, inability to obtain labor or materials through its regular sources, or any other reason beyond the reasonable control of Arista.

13. Notices

All notices under this Agreement shall be provided by email to the email address indicated in the Confirmation Notice. Notices shall be deemed received one business day after being sent by e-mail.

14. Term/Termination

The term of this Agreement (the “Term”) shall be effective from the date the Order is placed and shall continue until one party delivers thirty (30) days prior written notice to the other Party of termination of this Agreement. Termination of this Agreement shall not terminate Customer’s obligations under any outstanding Orders nor constitute a waiver of any amounts due. The provisions of this Agreement which by their nature are intended to survive termination shall survive.

15. Governing Law; Consent to Jurisdiction; Venue

(a) If this Agreement is executed by Arista Networks, Inc., the validity, interpretation, and performance of this Agreement, and any Orders delivered in connection herewith, shall be controlled by and construed under the laws of the State of California, United States of America, as if performed wholly within the state and without giving effect to the principles of conflicts of laws and the parties consent to the exclusive jurisdiction of the state and federal courts located in Santa Clara County, California. (b) If this Agreement is executed by any other Arista entity, the validity, interpretation, and enforcement of this Agreement, and any Orders delivered in connection herewith, shall be governed by the domestic laws of the Republic of Ireland and the courts of Ireland shall have exclusive jurisdiction over any claim arising hereunder, and the parties consent to the exclusive jurisdiction of the courts located in Ireland for all purposes related to this Agreement. (c) Service of any process, summons, notice or document by written means pursuant to this Agreement shall be effective service of process for any action, suit or proceeding brought against any party hereunder in any such courts. (d) Notwithstanding the foregoing, either party may seek interim injunctive relief in any court of appropriate jurisdiction with respect to any alleged breach of such party’s proprietary rights. (e) The parties specifically disclaim the application of the UN Convention on Contracts for the International Sale of Goods to the interpretation or enforcement of this Agreement.

Addendum A

ADDITIONAL TERMS FOR ETM BETA SOFTWARE

These Additional Terms are in addition to the ETM Software Terms and Conditions and provide the additional terms for access and use to Arista’s pre-release/beta ETM Software (“ETM Beta Software”).

In the event of a conflict between these Additional Terms and the ETM Software Terms and Conditions or EULA referenced therein, these Additional Terms shall prevail.
BY ORDERING A SUBSCRIPTION TO THE ETM BETA SOFTWARE AND/OR BY DOWNLOADING, INSTALLING, ACCESSING OR USING THE ETM BETA SOFTWARE CUSTOMER AGREES TO BE BOUND BY THE FOLLOWING ADDITIONAL TERMS:

  1. Customer acknowledges and agrees that Customer may only use the ETM Beta Software solely for the purpose of evaluating the ETM Beta Software’s functionality and performance in Customer’s internal network (an “Evaluation”).
  2. Arista may terminate any license to the ETM Beta Software immediately without prior notice and may disable Customer’s access to the ETM Beta Software at any time.
  3. To the extent that Customer provide any comments, feedback, or other input with respect to the ETM Beta Software, Customer grant to Arista a worldwide, perpetual, irrevocable, transferable, royalty-free right to use and exploit such feedback for its business purposes, including for purposes of improving Arista’s current and future products.
  4. Arista reserves the right not to release a commercial version of the ETM Beta Software, or, if it chooses to proceed with a commercial release, to incorporate features, specifications, capabilities, functions, license terms, pricing, or other characteristics that differ from the ETM Beta Software. Arista has the right unilaterally to abandon development of the ETM Beta Software, at any time and without any obligation or liability to Customer.
  5. Customer agrees and acknowledge that the ETM Beta Software has not been commercially released by Arista, is not for production use and may contain errors or design flaws adversely affecting its proper operation. Customer acknowledges and agrees that Customer should not rely on the ETM Beta Software for any reason. Customer is solely responsible for maintaining and protecting all data and information that is retrieved, extracted, transformed, loaded, stored or otherwise processed by the ETM Beta Software.
  6. The design and features of the ETM Beta Software and any functionality, quality, or performance results, including, without limitation, performance issues and errors, that may arise from the inspection or operation of the ETM Beta Software shall constitute Arista “Confidential Information”. Customer agrees to: (i) to hold and maintain in strict confidence all Arista Confidential Information and (ii) not to use any Arista Confidential Information except as necessary to perform its Evaluation of the ETM Beta Software. Customer further agree that Customer will only provide Confidential Information to those employees and consultants who (i) have a need to know for the purposes of conducting the Evaluation of the ETM Beta Software (ii) are bound by this Section 6 of these Additional Terms. Without limiting the foregoing, Customer agree that Customer shall not provide any benchmarking information or test results about the ETM Beta Software, or output generated by the ETM Beta Software, to third parties.
  7. Arista shall be under no obligation to replace, repair or provide support in connection with the ETM Beta Software.
  8. These Additional Terms do not constitute a sale of the ETM Beta Software. Arista retains all right, title, and interest in and to the ETM Beta Software and all associated intellectual property rights, including any modifications, enhancements, or improvements thereto.
  9. THE ETM BETA SOFTWARE MAY CONTAIN DESIGN DEFECTS THAT IMPACT PERFORMANCE. ARISTA DOES NOT WARRANT THE ETM BETA SOFTWARE OR THAT ITS USE WILL BE UNINTERRUPTED OR ERROR-FREE. ON THE CONTRARY, THE PURPOSE OF THESE ADDITIONAL TERMS IS TO PROVIDE AN OPPORTUNITY TO EVALUATE SOFTWARE NOT YET RELEASED FOR COMMERCIAL USE. AS A RESULT, CUSTOMER WAIVES ANY AND ALL LEGAL CLAIMS THAT IT MAY HAVE AGAINST ARISTA ARISING OUT OF THE PERFORMANCE OR NON-PERFORMANCE OF THE ETM BETA SOFTWARE. THE ETM BETA SOFTWARE IS PROVIDED “AS IS.” ARISTA HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO THE PRODUCT, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.
  10. EXCEPT FOR CUSTOMER’S BREACH OF CUSTOMER’S CONFIDENTIALITY OR INTELLECTUAL PROPERTY OBLIGATIONS NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES OF ANY KIND OR NATURE, INCLUDING LOST PROFITS, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, EVEN IF THE OTHER PARTY HAS BEEN WARNED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE IN ADVANCE. EXCEPT FOR CUSTOMER’S BREACH OF THE CONFIDENTIALITY OBLIGATIONS OR BREACH OF ARISTA’S INTELLECTUAL PROPERTY RIGHTS, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY AMOUNT IN EXCESS OF THE AMOUNT PAID FOR THE ETM BETA SOFTWARE.