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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 IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY, ARE REFERRED TO HEREIN AS THE “CUSTOMER”.
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.
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.
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.
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.
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.
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”).
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.
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.
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.
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.
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.
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.
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.
(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.
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:
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