Agent Support Corporation

LIMITED PRODUCT WARRANTY

THIS LIMITED WARRANTY ("WARRANTY") APPLIES TO THE PRODUCTS OF AGENT SUPPORT CORPORATION AND ITS AFFILIATES (COLLECTIVELY, "ASC").  YOU ACCEPT AND AGREE TO BE BOUND BY THE TERMS OF THIS WARRANTY BY OPENING THE PACKAGE CONTAINING AND/OR USING THE PRODUCT.  IF YOU DO NOT AGREE TO THE TERMS OF THIS WARRANTY, DO NOT USE THE PRODUCT. INSTEAD, YOU MAY RETURN THE PRODUCT TO THE RESELLER WHERE YOU PURCHASED IT FOR A REFUND IN ACCORDANCE WITH THE RESELLER'S APPLICABLE RETURN POLICY.
 

Section 1.  Definitions.

(a) “New Product”, including: All QuikBox product models installed by ASC, except Refurbished Products
(b) "Refurbished Product" means all QuikBox products which have been refurbished and sold directly by ASC through Online Store, not including those sold by an authorized QuikBox distributor or reseller.
(c) "Customer" means the original person or entity purchasing the Product from ASC or an authorized QuikBox distributor or reseller.
(d) "Online Store" means an online shop operated by ASC or ASC’s affiliate.
(e) "Product" means a New Product or a Refurbished Product and any hardware incorporated into the Product by ASC and any accompanying documentation.
(f) "Software" means the ASC proprietary software that accompanies the Product when purchased by Customer, is downloaded by Customer at the Web Site, or is pre-installed on the Product by ASC, and includes any firmware, associated media, images, animations, video, audio, text and applets incorporated into the software or Product and any updates or upgrades to such software. 
(g) "Warranty Period" means the period commencing on the date the Product is purchased by Customer and ending (1) one year after such date; (2)  90 days after such date for Refurbished Products, except for those  sold as "as is" or with "no warranty" on Online Store.

(h) "Web Site" means the QuikBox web site located at www.quikbox.com.

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Section 2.  Limited Warranty and Remedies

2.1 Limited Warranty.  Subject to Section 2.6, ASC warrants to Customer that its Product

(excluding any software) (a) will be free from material defects in materials and workmanship under normal use; and (b) the software provided in connection with its products, including any software contained or embedded in such products will substantially conform to Agent Support Corporation published specifications in effect as of the date of manufacture. Except for the foregoing, the software is provided as is. In no event does Agent Support Corporation warrant that the software is error free or that Customer will be able to operate the software without problems or interruptions. In addition, due to the continual development of new techniques for intruding upon and attacking networks, Agent Support Corporation does not warrant that the software or any equipment, system or network on which the software is used will be free of vulnerability to intrusion or attack. 

2.2 Exclusive Remedy.  If Customer gives notice of noncompliance with any of the warranties set forth in Section 2.1 within the applicable Warranty Period in the manner set forth below, then, upon verification of the noncompliance by ASC, ASC will, at ASC's option: (a) use commercially reasonable efforts to repair the Product, (b) replace the noncomplying Product or part thereof upon return of the complete Product in accordance with Section 2.3, or (c) refund the purchase price of any products sold which do not comply with this warranty.  The foregoing sets forth ASC's entire liability and Customer's sole and exclusive remedy for any breach of warranty under Section 2.1 or any other defect or deficiency in the Product.  Customer will reasonably assist ASC to diagnose and validate any nonconformity with the Product.  

 

Hardware replaced under the terms of this limited warranty may be refurbished or new equipment substituted at ASC’s option. Agent Support Corporation obligations hereunder are conditioned upon the return of affected articles in accordance with Agent Support Corporation then-current Return Material Authorization ("RMA") procedures under Section 2.3. All parts will be new or refurbished, at Agent Support Corporation’s discretion, and shall be furnished on an exchange basis. All parts removed for replacement will become the property of Agent Support Corporation. In connection with warranty services hereunder, Agent Support Corporation may at its discretion modify the hardware of the product at no cost to you to improve its reliability or performance. The warranty period is not extended if Agent Support Corporation repairs or replaces a warranted product or any parts. Agent Support Corporation may change the availability of limited warranties, at its discretion, but any changes will not be retroactive. IN NO EVENT SHALL AGENT SUPPORT CORPORATION LIABILITY EXCEED THE PRICE PAID FOR THE PRODUCT FROM DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES RESULTING FROM THE USE OF THE PRODUCT, ITS ACCOMPANYING SOFTWARE, OR ITS DOCUMENTATION.

2.3 Return.  Any Product returned by Customer under Section 2.2 must be assigned a Return Merchandise Authorization ("RMA") number by ASC before shipment and must be returned in accordance with ASC's then current RMA procedures.  Customer may contact ASC Support to obtain assistance in obtaining an RMA, and must provide proof of purchase and product serial number when asking for such assistance.  For warranty claims, Customer must return the complete Product to ASC in accordance with this Section 2.3 to be eligible for coverage under this Warranty.  Any Product returned without an RMA number, or any Product that has been disassembled (except under the direction of ASC) will be refused and returned to Customer at Customer's expense.  Any Product that has been assigned a RMA number must be returned in the same condition as it was received from ASC to the address designated by ASC, freight pre-paid, in packaging sufficient to protect the contents thereof and with the RMA number prominently displayed on the outside of the box.  Customer is responsible for insurance and risk of loss with respect to returned items until they are properly received by ASC.  A Product issued a RMA number must be returned within fifteen (15) days after issuance of the applicable RMA number.

2.4 Replacement by ASC. If ASC elects to replace any Product under this Warranty set forth in Section 2.1, then ASC will ship a replacement Product at ASC's expense via the shipping method selected by ASC after receipt of the nonconforming Product returned in accordance with Section 2.3 and validation by ASC that the Product does not conform to the warranty. In some countries, ASC may at its own discretion apply the ASC Replacement Service to certain Products, through which ASC will ship a replacement Product to Customer before its receipt of the nonconforming Product returned by Customer (“ASC Replacement Service”).

2.5 Support.  During the Warranty Period, ASC will make available to Customer the support services. Following the expiration of the applicable Warranty Period, support for Products may be available from ASC by purchasing an annual software maintenance agreement and hardware warranty renewal, via the www.quikbox.com website, or through an authorized QuikBox reseller.

2.6 Exclusions.  The foregoing warranties and warranty obligations do not apply to any Product that (a) has been installed or used in a manner not specified or described in the Product specifications; (b) has been repaired, modified or altered by anyone other than ASC or its agent or designee; (c) has been in any way misused, abused, or damaged; (d) has been used with items not provided by ASC other than the hardware or software for which the Product is designed; or (e) otherwise fails to conform to the Product specifications and such failure is attributable to causes not within or under ASC's control.  Further, the foregoing warranties will be void if (1) Customer disassembles the Product except as authorized by ASC; (2) Customer fails to implement any correction, modification, enhancement, improvement or other update made available to Customer by ASC; or (3) Customer implements, installs or uses any correction, modification, enhancement, improvement or other update made available by any third party.  The warranty set forth in Section 2.1 will terminate upon Customer's sale or transfer of the Product to a third party.

 

3. Exclusions and Restrictions. This limited warranty does not apply to QuikBox products that are or have been (a) marked or identified as "sample" or "beta," (b) loaned or provided to you at no cost, (c) sold "as is," (d) repaired, altered or modified except by Agent Support Corporation, (e) not installed, operated or maintained in accordance with instructions supplied by Agent Support Corporation, or (f) subjected to abnormal physical or electrical stress, excessive heat, misuse, negligence or to an accident (g) or not kept in a controlled, air conditioned office or server environment with surge protection and functional universal power supply.EXCEPT FOR THE ABOVE WARRANTY, AGENT SUPPORT CORPORATION MAKES NO OTHER WARRANTY, EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO QUIKBOX OFFICE APPLIANCE PRODUCTS, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF TITLE, AVAILABILITY, RELIABILITY, USEFULNESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR ARISING FROM COURSE OF PERFORMANCE, DEALING, USAGE OR TRADE. EXCEPT FOR THE ABOVE WARRANTY, ASC PRODUCTS AND THE SOFTWARE ARE PROVIDED "AS-IS" AND ASC DOES NOT WARRANT THAT ITS PRODUCTS WILL MEET YOUR REQUIREMENTS OR BE UNINTERRUPTED, TIMELY, AVAILABLE, SECURE OR ERROR FREE, OR THAT ANY ERRORS IN ITS PRODUCTS OR THE SOFTWARE WILL BE CORRECTED. FURTHERMORE, ASC DOES NOT WARRANT THAT QUIKBOX PRODUCTS, THE SOFTWARE OR ANY EQUIPMENT, SYSTEM OR NETWORK ON WHICH QUIKBOX PRODUCTS WILL BE USED WILL BE FREE OF VULNERABILITY TO INTRUSION OR ATTACK.

2.7 Disclaimer of Warranties.  THE WARRANTIES, OBLIGATIONS, AND LIABILITIES OF ASC AND THE REMEDIES OF CUSTOMER SET FORTH IN THIS WARRANTY ARE EXCLUSIVE AND IN SUBSTITUTION FOR, AND CUSTOMER HEREBY WAIVES, RELEASES AND DISCLAIMS, ALL OTHER WARRANTIES, OBLIGATIONS AND LIABILITIES OF ASC AND ALL OTHER RIGHTS, CLAIMS AND REMEDIES OF CUSTOMER AGAINST ASC EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, WITH RESPECT TO THE PRODUCT, ACCOMPANYING DOCUMENTATION OR SOFTWARE AND ANY OTHER GOODS OR SERVICES DELIVERED UNDER THIS WARRANTY, INCLUDING, BUT NOT LIMITED TO ANY:  (A) IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE; (B) IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE; (C) CLAIM OF INFRINGEMENT OR MISAPPROPRIATION; OR (D) CLAIM IN TORT (WHETHER BASED ON NEGLIGENCE, STRICT LIABILITY, PRODUCT LIABILITY OR OTHER THEORY).  ASC MAKES NO GUARANTEE AND SPECIFICALLY DISCLAIMS ANY WARRANTY THAT THE DATA OR INFORMATION STORED ON ANY QUIKBOX PRODUCT WILL BE SECURE AND WITHOUT RISK OF DATA LOSS.  ASC RECOMMENDS THAT CUSTOMER TAKES APPROPRIATE MEASURES TO BACK UP THE DATA STORED ON THE PRODUCT. SOME STATES/JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE LIMITATION MAY NOT APPLY TO CUSTOMER. 

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Section 3.  Limitations of Liability

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3.1 Force Majeure.  ASC will not be liable for, or be considered to be in breach of or default under this Warranty on account of, any delay or failure to perform as required by this Warranty as a result of any cause or condition beyond its reasonable control (including, without limitation, any act or failure to act by Customer).

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3.2 Disclaimer of Certain Damages.  IN NO EVENT WILL ASC OR ITS SUPPLIERS BE LIABLE FOR THE COST OF COVER OR FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR SIMILAR DAMAGES OR LIABILITIES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO LOSS OF DATA, INFORMATION, REVENUE, PROFIT OR BUSINESS) ARISING OUT OF OR RELATING TO THE USE OR INABILITY TO USE THE PRODUCT, ANY ACCOMPANYING DOCUMENTATION OR SOFTWARE AND ANY OTHER GOODS OR SERVICES PROVIDED UNDER THIS WARRANTY, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER THEORY EVEN IF ASC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

 

3.3 Limitation of Liability.  ASC'S AND ITS SUPPLIERS' LIABILITY ARISING OUT OF OR RELATING TO THE USE OR INABILITY TO USE THE PRODUCT, ANY ACCOMPANYING DOCUMENTATION OR SOFTWARE AND ANY OTHER GOODS OR SERVICES PROVIDED UNDER THIS WARRANTY IS LIMITED TO THE AMOUNT ACTUALLY PAID BY CUSTOMER FOR THE PRODUCT REGARDLESS OF THE AMOUNT OF DAMAGES CUSTOMER MAY INCUR AND WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER THEORY.  The foregoing disclaimer of certain damages and limitation of liability will apply to the maximum extent permitted by applicable law.  The laws of some states/jurisdictions do not allow exclusion or limitation of certain damages.  To the extent that those laws apply to the Product, the exclusions and limitations set forth above may not apply to Customer.

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Section 4.  Miscellaneous

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4.1 Proprietary Rights.  The Product and any accompanying Software and documentation provided with the Product include proprietary and intellectual property rights of ASC and its third party suppliers and licensors.  ASC retains and reserves all right, title, and interest in the intellectual property rights of the Product, and no title to or ownership of any intellectual property rights in or to the Product, any accompanying Software or documentation and any other goods provided under this Warranty is transferred to Customer under this Warranty.  Customer will (a) comply with the terms and conditions of the ASC end user license agreement accompanying any Software furnished by ASC or an authorized ASC distributor or reseller; and (b) not attempt to reverse engineer any Product or component thereof or accompanying Software or otherwise misappropriate, circumvent or violate any of ASC's intellectual property rights.  

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4.2 Assignment.  Customer will not assign any of its rights under this Warranty directly, by operation of law or otherwise, without the prior written consent of ASC.

4.3 No Additional Terms.  Except as expressly permitted by this Warranty, neither party will be bound by, and each party specifically objects to, any term, condition or other provision that conflicts with the provisions of this Warranty that is made by the other party in any purchase order, receipt, acceptance, confirmation, correspondence or otherwise, unless each party specifically agrees to such provision in writing.  Further, if this Warranty conflicts with any terms or conditions of any other agreement entered into by the parties with respect to the Product, this Warranty will prevail unless the other agreement specifically references the sections of this Warranty that it supersedes.

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4.4 Applicable Law.  Unless expressly prohibited by local law, this Warranty is governed by the laws of the State of Texas, U.S.A. without regard to any conflict of law principles to the contrary.  The 1980 U.N. Convention on Contracts for the International Sale of Goods or any successor thereto does not apply. 

 

4.5 Dispute Resolution.  Any dispute, controversy or claim arising out of or relating to this Warranty, the Product or services provided by ASC with respect to the Product or the relationship between Customers residing within the United States and ASC will be resolved exclusively and finally by arbitration under the current commercial rules of the American Arbitration Association, except as otherwise provided below. The arbitration will be conducted before a single arbitrator, and will be limited solely to the dispute between Customer and ASC. The arbitration, or any portion of it, will not be consolidated with any other arbitration and will not be conducted on a class-wide or class action basis. The arbitration shall be held in Harris County, Texas, U.S.A. by submission of documents, by telephone, online or in person as determined by the arbitrator at the request of the parties. The prevailing party in any arbitration or legal action occurring within the United States or otherwise shall receive all costs and reasonable attorneys’ fees, including any arbitration fee paid by the prevailing party. Any decision rendered in such arbitration proceedings will be final and binding on the parties, and judgment may be entered thereon in any court of competent jurisdiction. Customer understands that, in the absence of this provision, Customer would have had a right to litigate any such dispute, controversy or claim in a court, including the right to litigate claims on a class-wide or class-action basis, and Customer expressly and knowingly waives those rights and agrees to resolve any disputes through binding arbitration in accordance with the provisions of this Section 4.5.  The arbitration award shall be final and binding on the parties and may be enforced in any court having jurisdiction.  Nothing in this Section shall be deemed to prohibit or restrict ASC from seeking injunctive relief or seeking such other rights and remedies as it may have at law or equity for any actual or threatened breach of any provision of this Warranty relating to ASC's intellectual property rights. 

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4.6 Attorneys' Fees. In any arbitration, mediation, or other legal action or proceeding to enforce rights or remedies under this Warranty, the prevailing party will be entitled to recover, in addition to any other relief to which it may be entitled, costs and reasonable attorneys' fees.  

 

4.7 Export Restrictions.  You acknowledge that the Product may be subject to U.S. export restrictions.  You will comply with all applicable laws and regulations that apply to the Product, including without limitation the U.S. Export Administration Regulations. 

 

4.8 Severability.  If any provision of this Warranty is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remainder of this Warranty will remain in full force and effect.
 

4.9 Entire Agreement.  This Warranty constitutes the entire agreement, and supersedes any and all prior agreements, between ASC and Customer related to the subject matter hereof.  No amendment, modification or waiver of any of the provisions of this Warranty will be valid unless set forth in a written instrument signed by the party to be bound thereby.