TERMS AND CONDITIONS FOR EXINDA … · immixTechnology, Inc. Page 1 reformatted 3.11.2016 All references to Exinda in these Terms and Conditions should be read as “Contractor (immixTechnology,

immixTechnology, Inc. Page 1 reformatted 3.11.2016

All references to Exinda in these Terms and Conditions should be read as “Contractor (immixTechnology, Inc.),

acting by and through its supplier, Exinda.”

TERMS AND CONDITIONS FOR EXINDA PRODUCTS AND SERVICES

1. SCOPE AND DEFINITIONS

1.1. These Terms and Conditions (“Terms”) apply to all quotations made and sales agreements entered into by Exinda

Networks Pty Ltd. (“Seller”) with a Buyer for products (the “Products”).

1.2. Alterations to any Product which Seller deems necessary to comply with specifications, changed safety standards or

governmental regulations, to make a Product non-infringing with respect to any intellectual property right or other

proprietary interest, or to otherwise improve a Product may be made at any time by Seller without prior notice to or

consent of Buyer and such altered Products shall be deemed fully conforming.

2. RESERVED

3. RESERVED

4. RESERVED

5. RESERVED

6. INSPECTION/ACCEPTANCE

The Contractor (immixTechnology, Inc.) can only, and shall only tender for acceptance those items that substantially

conform to the software manufacturer’s (“Exinda”) published specifications. Therefore, items delivered shall be

considered accepted upon delivery. The Government reserves the right to inspect or test any supplies or services that

have been delivered. The Government may require repair or replacement of nonconforming supplies or re-

performance of nonconforming services at no increase in contract price. If repair/replacement or re-performance will

not correct the defects or is not possible, the Government may seek an equitable price reduction or adequate

consideration for acceptance of nonconforming supplies or services. The Government must exercise its post-

acceptance rights-

(1) Within the warranty period; and

(2) Before any substantial change occurs in the condition of the item, unless the change is due to the defect in the

item.

7. INDEMNIFICATION

7.1. Subject to the DOJ Jurisdictional Statute 28 U.S.C. § 516, Seller will defend any action brought against the Buyer,

to the extent that it is based on a claim that the Products supplied by Seller infringes an existing Canadian or U.S. patent

issued as at the date of the applicable order. Subject to the conditions herein, Seller will indemnify Buyer against the costs

and damages finally awarded in any action arising directly out of a claim of infringement of such Canadian or U.S. patent,

provided that (a) Seller shall be notified in writing by the Buyer within ten (10) days of the receipt by the Buyer of any

notice of such claim; (b) Seller shall have sole control of the defence of any action and all negotiations for its settlement

or compromise, and Buyer shall cooperate with Seller and take all required action to assist Seller in such defence; (c) the

claim relates directly to the use of the Products in a manner or for a purpose expressly specified by Seller; (d) the claim


does not arise from the alteration or modification of the Products or the use of the Products in combination with the

products or services of any party other than Seller; (e) the claim is not related to aspects of the Products that were made in

accordance with materials, designs or specifications furnished or designated by Buyer and (e) that the Buyer shall not

have made and shall not make any admissions in respect of such alleged infringement.

7.2. The sale of Products by Seller does not convey any license by implication, estoppel, or otherwise, under patent,

copyright, trade secret, trade mark or other intellectual property right covering combinations of said Products with other

devices or elements unless otherwise provided for by a separate agreement between the parties.

7.3. Reserved.

7.4. To the extent the Products or any part thereof become the subject of a claim for infringement or the use of the

Products or an part thereof is enjoined in an infringement suit, Seller may, at its sole option and expense, defend the claim,

procure for the Buyer the right to continue using said Products, replace or modify the Products so that they become non-

infringing, and/or remove said Products and refund the purchase price and the transportation costs thereof less a

reasonable amount for depreciation.

7.5. THE FOREGOING STATES THE ENTIRE LIABILITY OF SELLER WITH RESPECT TO ANY

INFRINGEMENT OR CLAIM OF INFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADE SECRET,

TRADEMARK, MASK WORK OR OTHER INDUSTRIAL OR INTELLECTUAL PROPERTY RIGHT. THE

FOREGOING INDEMNITY IS GRANTED TO BUYER SOLELY FOR ITS BENEFIT.

8. WARRANTY

8.1. Seller warrants that the Products will be free from defects in material for a period of twelve (12) months commencing

on the date of shipment. Any description of the Products provided to Buyer is for illustrative purposes only and is not part

of the basis of the bargain nor does it constitute a warranty that the Products shall conform to the description. Seller shall

incur no liability under the foregoing warranty unless: (a) the allegedly defective Products are returned to Seller within

fifteen (15) days of the discovery of the alleged defect in accordance with Seller’s then current repair procedures; and (b)

Seller’s tests disclose that alleged defect is due solely to defects in material or workmanship. This warranty is personal to

Buyer only and shall not extend to any third party.

8.2. The liability of Seller under this warranty shall, in any event, be limited at Seller’s option to either repair, or

replacement of, the defective Products at its own expense or to reimburse the Buyer its price paid to Seller for the

defective Products. The provision of any warranty does not apply to any Products that have been used for a purpose for

which they were not designed, have been altered in any manner, used in any way as to adversely affect their performance

and reliability, or have been subject to misuse, abuse, neglect, alteration, accident, repair, operation outside the

environmental specifications for the Products, improper installation, improper handling after shipment, improper testing

or the like after shipment, or for any other cause not attributable to defects of material or workmanship on the part of

Seller.

8.3. TO THE GREATEST EXTENT PERMISSIBLE BY APPLICABLE LAW, THE LIMITED WARRANTIES

CONTAINED IN THIS SECTION ARE SELLER’S (INCLUDING ITS LICENSORS’) EXCLUSIVE WARRANTIES

AND ARE IN LIEU OF ALL OTHER WARRANTIES, CONDITIONS, REPRESENTATIONS, UNDERTAKINGS OR

TERMS OF ANY KIND, EXPRESS OR IMPLIED, WRITTEN OR ORAL, ARISING BY STATUTE, OPERATION OF

LAW, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE INCLUDING, BUT NOT LIMITED TO,

WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A

PARTICULAR PURPOSE, SATISFACTORY QUALITY, TITLE AND/OR LACK OF WORKMANLIKE EFFORT.

SELLER (INCLUDING ITS LICENSORS) DOES NOT WARRANT THAT THE PRODUCTS WILL BE ERROR


FREE OR THAT THEIR OPERATION WILL BE UNINTERRUPTED. NO SELLER AGENT, REPRESENTATIVE,

OR DEALER IS AUTHORIZED TO MODIFY, EXTEND OR ADD TO THIS WARRANTY ON BEHALF OF

SELLER. BUYER SHALL NOT MAKE ANY REPRESENTATIONS, CONDITIONS OR WARRANTIES OF ANY

KIND WHATSOEVER RELATING TO THE PRODUCTS OR TO SELLER.

8.4. TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, BUYER ACKNOWLEDGES AND

AGREES THAT THIRD PARTY PRODUCTS ARE MADE AVAILABLE TO BUYER BY SELLER STRICTLY “AS

IS”, WITHOUT WARRANTY, CONDITION OR TERM OF ANY KIND, EITHER EXPRESS OR IMPLIED, ARISING

BY STATUTE, OPERATION OF LAW, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE,

INCLUDING, WITHOUT LIMITATION, WARRANTIES OR CONDITIONS OF MERCHANTABILITY,

MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, TITLE

AND/OR LACK OF WORKMANLIKE EFFORT. BUYER SHALL BE ENTITLED TO ALL WARRANTIES

PROVIDED DIRECTLY BY THE MANUFACTURER OF SUCH THIRD PARTY PRODUCTS TO END USERS.

BUYER SHALL PURSUE ALL CLAIMS RELATED TO THIRD PARTY PRODUCTS WITH THE APPLICABLE

MANUFACTURER AND DOES HEREBY IRREVOCABLY RELEASE SELLER FROM ANY SUCH CLAIMS.

9. RETURNS

9.1. No Products are to be returned without written authorization from Seller (Return Merchandise Authorization) and

then only in accordance with Seller’s terms and instructions. Returns must be requested within thirty (30) days of

receiving the product. Buyer must obtain a Return Merchandise Authorization (RMA) number that is clearly marked on

the outside of the return package and all returns must be in the original packaging and include all items.

10. INTELLECTUAL PROPERTY RIGHTS

10.1. Buyer acknowledges the great value of the goodwill associated with the name and trademarks of Exinda. Buyer shall

not obscure, effect or permit the removal or alteration of any patent numbers, trade names or marks, copyright markings

or other proprietary rights markings, labels, serial numbers, or the like affixed to any Product or Product package.

10.2. All intellectual property rights, including, without limitation, all copyrights, patent rights, trade secrets and

trademarks in and to the Products shall, at all times, remain with Seller or its licensors. Buyer shall acquire no right

whatsoever to all or any part of the Products and/or Seller intellectual property except the right to use the Products and/or

Seller intellectual property in accordance with these Terms and Seller and its licensors reserve all rights not expressly

granted to Buyer.

10.3. Buyer disclaims any rights or interest in Seller’s intellectual property. Buyer acknowledges the great value of the

goodwill associated with the name and trademarks of Seller. Buyer shall not, either directly or indirectly, remove,

obscure, effect or permit the removal or alteration of any patent numbers, trade names or marks, copyright markings or

other proprietary rights markings, labels, serial numbers, or the like affixed to any Products or Product package or any

related documentation, software, advertising, displays, media or designations.

11. RESERVED

12. RESERVED

13. GENERAL PROVISIONS

13.1. Entire Agreement: These Terms and the applicable ordering document are the entire agreement between the parties

with respect to its subject matter and supersedes and replaces all prior oral or written agreements, representations,


negotiations or understandings between the parties relating to such subject matter. No change, modification, supplement

or amendment of these Terms shall be valid or binding unless (a) executed in writing by both parties and (b) such

document specifically references the changing, modifying, supplementing or amendment of these Terms.

13.2. Reserved.

13.3. Reserved.

13.4. Reserved.

13.5. Reserved.

13.6. Reserved.

13.7. Export / Import: Buyer represents and warrants that (a) no relevant agency has suspended, revoked or denied

Buyer’s export and/or import privileges; (b) Buyer is not located in or under the control of a national or resident of, a

jurisdiction where this transaction is prohibited; and (c) Buyer shall not, in any manner whatsoever, either remove,

convey, export, import or transmit the Products from or to Buyer’s jurisdiction in violation of the applicable laws and

regulations. Without limiting the generality of the foregoing, Reseller expressly warrants that the Products shall not

directly or indirectly be exported, re-exported, transferred, used, or imported in violation of any export laws, rules,

regulations, or orders of the United States of America or the Territory. Reseller agrees to comply with all export and

import laws and regulations of the US Treasury Department’s Office of Foreign Asset Control, the US Department of

Commerce’s Bureau of Industry and Security (“BIS”) or other United States or foreign agency or authority, and not to

export or import any goods in violation of any such laws or regulations, including the Export Administration Regulations,

15 C.F.R § 730, et seq. (“EAR”), the International Traffic in Arms Regulations, 22 C.F.R. § 120, et seq. (“ITAR”), the

Arms Export Control Act, 22 U.S.C. 2778 (“AECA”), the International Emergency Economic Powers Act, 50 U.S.C. §

1701 (“IEEPA”), and the sanctions and embargoes administered by the United States Department of Treasury’s Office of

Foreign Assets Control (“OFAC”).

13.8. Reserved.

13.9. Reserved.

13.10. Reserved.

13.11. Reserved.

Exinda Support Services Exinda Support Services is an on-demand support and services organization that provides post-sales technical

support and customer enablement. The goal of Exinda Support is to provide the system engineering assistance

and technical resources you need to efficiently install, service, and support Exinda products. Available

24/7/365, the Exinda Support team is designed to provide technical expertise to support your Exinda product

deployment, working to address and resolve product related issues.

To provide the best customer support, Exinda has developed a user’s guide (Exinda Support Quick Reference

Guide) to describe the various maintenance and service options available to our customer and partners in order

to enable them to better understand the support services available.

The contact methods provided allow our customers and partners to reach the Exinda TAC (Technical

Assistance Center) 24 hours a day (for Premium and Platinum customers). The Exinda TAC is the focal point


for post-sales technical support. We have a “follow-the-sun” support solution with Exinda Support, handling

trouble tickets 24/7/365 (for Premium and Platinum customers).

Terms and Conditions Overview This Service Agreement (“Service Agreement”) made between the Customer entity for the purchase of this

Service and Exinda Networks Pty Ltd (“Exinda”).

Customer acknowledges that some services will be performed by Dell pursuant to this Service Agreement and

are subject to Dell’s Customer Master Services Agreement (“CMSA”), which can be obtained at

www.Dell.com/ServiceContracts and is incorporated by reference in its entirety herein.

Services performed pursuant to this Service Agreement must be requested through the employees of Exinda. By

default, Dell shall only perform services at the site(s) authorized by and upon request by Exinda.

Exinda Premium Maintenance Service Overview Exinda is pleased to provide Premium Maintenance Services (the “Service(s)”) for select Exinda Appliances

(“Supported Product(s)” as defined below) in accordance with this Service Agreement and the applicable

ordering document. In addition to the features below, this Service provides technical support options

(telephone, Internet, etc.) and service parts and related labor services to repair and/or replace defect(s) in

workmanship pursuant to and occurring within the limited warranty period applicable to Customer’s Supported

Product(s) (“Qualified Incidents(s)”). This service includes:

Software Upgrades – software releases that contain new features and functionality relevant to a new release version family, in addition to fixes

to address known issues (i.e. ExOS 6.4.0 to ExOS 6.4.x; ExOS 7.0.0 to 7.0.x)

Next Business Day on-site dispatch of technician and parts (for premium support agreements purchased or renewed after June 1, 2014); or next

day shipping of service parts (for premium support agreements purchased or renewed prior to June 1, 2014) to Customer’s business location

(as necessary and according to level of service purchased) for repairs and resolution necessary due to a defect in materials or workmanship on

a Supported Product.

Telephone support access twenty-four (24) hours each day, seven (7) days each week (including holidays) to Exinda’s global support center

staffed by senior-level analysts for troubleshooting assistance of hardware and software issues, with less than 30 min initial response time for Critical issues initiated via the web portal or telephone

Software-based remote troubleshooting assistance for common support issues, when available and with Customer’s consent, in which Exinda

Network Optimization Engineers connect directly to your system over a secure internet connection (GoToMeeting or equivalent service

provided by customer) to expedite troubleshooting.

Online Ticketing for case creation at http://www.exinda.com/support/log-a-case (preferred method of case creation)

http://www.exinda.com/support/log-a-case









Access to online support forums (support.exinda.com) twenty-four (24) hours each day, seven (7) days each week (including holidays).

Case management to help track resolution and escalation of Qualified Incidents.

Two (2) ECNA workshop seats per end user customer per year at our Corporate Training location in Waterloo, ON, Canada (minimum contract

value applies)

Access to Returns Merchandise Authorization Process – Cross Ship (Advanced replacement) for Premium and Platinum support.

Access to 90 day Dead on Arrival replacement. Devices that become defective within the first 90 days will be replaced by Exinda with new

devices.

Supported Products For Next Business Day (“NBD”) Onsite Premium Support Services (“PS”) customers must have a Premium

Maintenance Services contract which was entered into on or after June 1, 2014 for one of the following Exinda

products: 4061, 4761, 4861, 6062, 6762, 6862, 8062, 8762, 8862, 10062, 10762, 10862.

For contracts entered into prior to that date or for contracts entered into where NBD services are not offered,

cross-ship RMA processes will apply. Please contact Exinda Renewals ([email protected]) for a proposal

to upgrade your existing Exinda maintenance and support contract(s) to include on-site services for applicable

products.

Onsite PS does not cover complete device or Network Card replacements. The following components of the

respective supported devices can be replaced in this manner: motherboard, RAM, PSU, Hard drives (for models

with a RAID array).

Premium Maintenance Premium Maintenance is purchased at time of purchase of product on one year or three year basis on qualifying

products. This support is fully comprehensive extending to network integration or device configuration issues.

If Premium Maintenance lapses, it must be brought up-to-date commercially before the current year may be

purchased and access to support services resumed. Premium Maintenance includes: Software Upgrades –

software releases that contain new features and functionality relevant to a new release theme, in addition to

fixes to address known issues (i.e.

ExOS 6.1.x to ExOS 6.3.x); and training seats. Unlimited 7 days per week, 24 hours per day access to

Technical Assistance Centre (TAC) with less than 30-minute initial response time for critical issues;

Exinda Premium Maintenance will provide: 24x7 operational support to Customers during the Term of the Maintenance Agreement. Customers will submit

tickets requesting support by website, appliance, or phone.


Customers will indicate the severity of a ticket or case, based upon the table below. A ticket may change

severities due to business impact or change to environment at either Customer’s or Exinda’s reasonable

discretion. Please see “Case Severity Guidelines” for severity descriptions and “Case Escalation Matrix” for

response time expectations.

Case Severity Guidelines

Severity Impact to Business Description

Severity 1

(Critical)

Severe - Appliance is down Entire site down; business stopped; business process failed interrupting Production,

Distribution, other highly critical activities

Severity 2

(High)

High - Appliance is

performing in degraded

condition

Site severely impacted but functioning; large number of users impacted; work around

available for highly critical activities; resolve time sensitive before impact to highly

critical activities

Severity 3

(Medium)

Minor - Appliance tweaking

required Site impacted but functioning; multiple users impacted; little to no impact to critical

activities; request for new business processes; simple change to environment, system

Severity 4

(Low)

Low - Appliance is

functioning Single or few users impacted; single user request; work requests requiring more time.

Any issues observed in non-production environments (staging, test, etc) are

considered Severity 4

Case Escalation Matrix

Level

Escalation Path

Sev 1 – Critical Sev 2 - High Sev 3 - Medium Sev 4 - Low

1

Network Optimization Engineer

30 Min. Response 2 Hour Response 4 Hour Response 8 Hour Response

2

Director of Customer Support

2 Hour Response 4 Hour Response 8 Hour Response 16 Hour Response


Severity Descriptions

SEVERITY 1:

Entire site down;

business stopped;

business process

failed interrupting

Production,

Distribution, other

highly critical

activities

SEVERITY 2:

Site severely

impacted but

functioning; large

number of users

impacted; work

around available

for highly critical

activities; resolve

time sensitive

before impact to

highly critical

activities

SEVERITY 3:

Site impacted but

functioning; multiple

users impacted; little

to no impact to critical activities;

request for new

business processes;

simple change to

environment,

systems

SEVERITY 4:

Single or few users

impacted; single user

request; work

requests requiring

more time

Exinda will escalate a ticket as follows:

Severity Level: Critical a. The case is assigned to an Exinda Network Optimization Engineer who makes initial contact with the

customer within the documented time frame (See Case Escalation Matrix)

b. The Customer is responsible to provide twenty-four (24) hours/day by seven (7)days/week allocations

of appropriate staff/resources in support. Site-based senior management must be informed and engaged.

c. In cases verified to be “Critical” priority, Exinda management will engage to help resolve the issue and

oversee customer communications and management.

d. The Network Optimization Engineer engages with the customer and troubleshoots the issue.

e. If the case cannot be resolved at this level or a product defect is found, the case is escalated to the

Engineering

Team

f. If a case is escalated to Engineering, the assigned Exinda Network Optimization Engineer will inform

the customer that the case has been escalated and remains the case owner and point of contact for the

customer, providing progress reports and solution delivery.

Severity Level: High, Medium, Low a. The case is assigned to an Exinda Network Optimization Engineer who makes initial contact with the

customer within the documented time frame (See Case Escalation Matrix)

b. The Customer will provide appropriate staff and resources to sustain continuous communication and

work efforts.

c. The Network Optimization Engineer liaises with the Customer and troubleshoots the issue.

d. If the case cannot be resolved at this level or a product defect is found, the case is escalated to the

Engineering Team.


e. If a case is escalated to Engineering, the assigned Exinda Network Optimization Engineer will inform

the customer that the case has been escalated and remains the case owner and point of contact for the

customer, providing progress reports and solution delivery.

Customer Responsibilities The following is information that should be ready before contacting Exinda

TAC: a. Contact name

b. Contact information – phone, email address

c. Device Serial number and Hardware Key/Host ID of the appliance

d. ExOS Firmware version installed on the appliance

e. Specific description of the issue and the symptoms

a) Is the issue affecting the network and traffic flowing to and from the WAN?

b) What locations are impacted?

c) What users are impacted? Are all users impacted?

d) What applications are impacted? Are all applications impacted?

e) Diagnostic snapshot (before & after if possible)

f) PDF report from the day the issue occurred and the weekly pdf report.

g) Local or UTC time/date matching incident

h) Details including application flows, network diagrams, and any associated packet captures covering

both functional and non-functional network situations

Service Parts Regardless of the service response level purchased, some component parts are specifically designed for easy

Customer removal and replacement: such parts are designated as Customer Self Replaceable (“CSR”). If during

the diagnosis, the Exinda NOE determines that a Qualified Incident can be accomplished with a CSR

designated part, Exinda will ship the CSR designated part directly to the Customer. CSR parts fall into two

categories:

• Optional CSR parts – These parts are designed to be replaced by the Customer. Depending on the type

of service that was purchased with the Supported Product, Exinda may provide an onsite technician to

replace the parts, subject to Customer’s applicable security requirements. Please contact a technical

support analyst for more details regarding, which Optional CSR parts and which service response levels

qualify for onsite installation at no additional fee.

• Mandatory CSR parts – Exinda does not automatically provide an onsite technician for the installation

of Mandatory CSR parts, however, Exinda Premium Maintenance customers who require assistance

with the installation of Mandatory CSR parts may request and receive onsite assistance at no additional

fee.

The freight method used to ship the CSR part is based on the level of service purchased by the Customer.

• Service parts for customers with “Next Business Day” response times will be shipped within 36 hours

for standard parts and appliances and three business days for appliances that need customization.


• Service parts for customers with “Return for Repair” service options will be shipped to our repair hub in

the US. Exinda shall repair the unit and ship it back via ground freight service in the US and

International economy elsewhere.

• Once the Exinda NOE has determined whether it is necessary to replace a part or return the system, you

will be informed of the next steps to take. Depending on the service level that was purchased, the

following On-Site or Return for Repair procedures shall apply.

On-Site Hardware Replacement Services On-site replacement response options vary depending on the type of service purchased and whether “Platinum”

enhanced service was purchased from Exinda. If you purchased “Platinum” support with a 4 hour on-site

support service response level, provided all applicable terms and conditions set forth in this Service Agreement

have been fulfilled, Exinda will dispatch a service technician to the Customer’s business location for a

Qualified Incident.

If Customer or Customer’s authorized representative is not at the location when the service technician arrives,

the service technician cannot service the Supported Product. The technician will leave a card to let Customer

know he or she was there or attempt to contact Customer by telephone or email.

Type of On-Site Response

On-site Response Time

Restrictions/Special Terms

4-Hour On-Site

Service *

Technician should arrive on-site

within 4 hours after completion of

telephone- based troubleshooting.

● Available seven (7) days each week, twenty-four (24) hours each day - including holidays.

● Available within defined four (4) hour response locations.

● *Available only on select models of Supported

Products and supported components.

Next Business

Day On-Site

Response

Service

Following telephone-based

troubleshooting and diagnosis, a

technician can be dispatched to

arrive on- site the next business day.

● Available five (5) days each week, ten (10) hours each day - excluding holidays.

● Limited to defined locations.

● Calls received by Exinda TAC after 5:00 PM** local Customer time (Monday - Friday) and/or dispatches submitted by Exinda to DELL after that time may require an additional business day for service technician to arrive at Customer’s location.

● *Available only on select models of Supported

Products.


Return Merchandise Authorization Process (RMA) – Cross-Ship Customer will open a support case with Exinda Technical Assistance Center (TAC) after they have identified

that a product failure has occurred. Once a product is determined to be experiencing a hardware failure by the

TAC, a replacement device request will be processed. Exinda is responsible for the shipping costs of the

replacement device. Once the replacement device is received, an RMA number and shipping address will be

provided to the customer.

Exinda currently ships replacement devices the next business day after the RMA is confirmed by the Exinda

Technical Assistance Centre provided that the RMA is recorded before 2PM EST. Premium Maintenance

customers are entitled to a cross-ship process whereby a replacement device is shipped to the customer before

Exinda has received the defective device.

The process outlined below, ensures the successful analysis, transaction, shipment and receipt of a RMA. It is

applicable to all Premium Maintenance RMA requests received by the Exinda TAC.

RMA Prerequisites

A support case must be opened in prior to issuing an RMA. The Exinda Technical Assistance Center (TAC)

determines (in its sole discretion) if/when a hardware component is determined defective through thorough

troubleshooting and diagnostics.

Responsibility Details

Customer:

● Active cooperation with Exinda TAC to help to confirm a hardware defect

● Provide RMA shipping information for replacement shipping

● Return defective hardware within 10 days of receipt of replacement device ● Provide return

shipment tracking information

Exinda Support:

● Confirmation of a hardware defect

● Provide replacement shipment tracking information

● Provide RMA shipping information for defective unit return shipping

Dead on Arrival (DOA)

When a New Product purchase is determined to have failed within 30 days of shipment from Exinda, the

Product will be replaced with another like (or better) new device/component.

Out of Contract Repair

Products that are out of maintenance requiring repair should be returned under the normal RMA process. There

are no discounts provided on repair price.

Products that have been repaired will be returned to Customer with a 90 day limited hardware warranty.

Exinda Premium Maintenance Services DOES NOT INCLUDE the

following: a) Activities such as, installation, de-installation, upgrades, relocation, preventative maintenance, training

assistance, remote administration or any activities or services not expressly described in this Service

Agreement.


b) Accessories, supply items, media replacement, operating supplies, peripherals or parts such as batteries,

frames, and covers or support thereon.

c) Software trouble shooting and support of any kind, unless it is explicitly specified above or addressed in

a separate service contract purchased from Exinda.

d) Third party hardware and software product support, unless it is covered by a separate service contract

purchased.

e) Support to the hardware or/and software pre-installed or post-installed by Customer, unless it is covered

by a separate service contract purchased from Exinda.

f) Support for equipment damaged by act of nature (such as but not limited to, lightening, flooding,

tornado, earthquakes and hurricanes), misuse, accident, abuse of Supported Product or components

(such as, but not limited to, use of incorrect line voltages, use of incorrect fuses, use of incompatible

devices or accessories, improper or insufficient ventilation, or failure to follow operating instructions),

modification, unsuitable physical or operating environment, improper maintenance by Customer (or

Customer’s agent), moving the Supported Product, removal or alteration of equipment or parts

identification labels, or failure caused by a product for which Exinda is not responsible.

g) Advanced wireless, networking or remote installation, set-up, optimization and configuration of

applications beyond those described in this Service Agreement.

h) Scripting, programming, database design/implementation, Web development or recompiled kernels.

Hardware Coverage Limitations ● SATA hard drives carry the lesser of either a 1- year limited hardware warranty or the length of the

limited hardware warranty for the system with which the SATA hard drive is shipped.

● PERC5 or PERC 6 battery may provide up to 72 hours of controller cache memory backup power when

new. Under the 1-year limited hardware warranty, Dell warrants that the battery will provide at least 24

hours of backup coverage during the 1-year limited hardware warranty period.

● Other add-on hardware carries the longer of either a 1-year limited hardware warranty for new parts and

a 90day limited hardware warranty for reconditioned parts or, for both new and reconditioned parts, the

remainder of the warranty for the Exinda Appliance on which such parts are installed. Additional

hardware coverage limitations may apply and service offerings may be available to extend these

hardware limitations for an additional fee. Please contact an Exinda technical support analyst for more

details.

Customer Responsibilities a) First-Level Telephone Trouble Shooting. It is Partner’s responsibility to provide first level troubleshooting

to the End User. An appropriate best-effort initial diagnosis should be performed by Partner before the call

goes to Exinda. This responsibility stays with Partner even when its End-User becomes Service Requestor.


b) Authority to Grant Access. Customer represents and warrants that it has obtained permission for Customer,

Exinda and Dell to access and use the Supported Product, the data on it, and all hardware and software

components included in it, subject to applicable security requirements, for the purpose of providing these

Services. If Customer does not already have that permission, it is Customer’s responsibility to obtain it

before Customer asks Exinda or Dell to perform these Services.

c) Cooperate with Telephone Network Optimization Engineer (NOE) and On-site Technician. Customer

agrees to cooperate with and follow the instructions given by Exinda NOE and DELL’s on-site technicians.

Experience shows that most system problems and errors can be corrected over the telephone as a result of

close cooperation between our Customers and the assisting NOE or technician. This includes providing

remote access, subject to Customer’s applicable security requirements, to the Exinda NOE for the Exinda

appliance to allow effective troubleshooting.

d) Supported Releases. Customer must maintain software and Supported Product(s) at Exinda-specified

minimum release levels or configurations as specified on support.exinda.com for Supported Products.

Customer must also ensure installation of remedial replacement parts, patches, software updates or

subsequent releases as directed by Exinda in order to keep the Support System(s) eligible for this Service.

e) On-Site Obligations. Where Services require on-site performance, Customer must provide free, safe and

sufficient access to Customer’s facilities and the Supported Product(s) in accordance with Customer’s

applicable security requirements. Sufficient access includes ample working space, electricity, and a local

telephone line. A monitor or display, a mouse (or pointing device), and keyboard must also be provided (at

NO cost to Exinda or Dell), if the system does not already include these items.

Customer Data Backup Responsibilities Complete a backup of all existing data and configurations on all affected systems prior to the delivery of this

Service.

EXINDA OR DELL WILL HAVE NO LIABILITY FOR LOSS OR RECOVERY OF DATA OR

PROGRAMS or loss of use of system(s) arising out of this Service or related support activities or any act or

omission, including negligence, by Exinda, Dell or a third-party service provider.

IMPORTANT ADDITIONAL INFORMATION A. Reserved.

B. Whole Unit Replacement. If the TAC determines that the component of the defective Supported Product is

one that is easily disconnected and reconnected, or if the NOE determines that the Supported Product is one

that should be replaced as a whole unit, Exinda reserves the right to send Customer a whole replacement

unit. If Customer does not relinquish the defective unit to the Exinda as required above, or if (in the event

the replacement unit was not delivered in person by a technician) the defective unit is not returned within

ten (10) days, Customer agrees to pay Exinda for the replacement unit.

C. Reserved.


D. Relocation. This Service will be delivered to the site(s) indicated on the applicable ordering document.

This Service is not available at all locations. Exinda’s obligation to supply the Services to relocated

Supported Products is subject to local service availability and may be subject to inspection and

recertification of the relocated Supported Products at Exinda’s then current time and materials consulting

rates. Customer will provide Exinda with sufficient and safe access to Customer’s facilities, in accordance

with applicable security requirements, at no cost to Exinda for Exinda to fulfill its obligations.

E. Parts Stocked. Exinda currently stocks parts in various locations throughout the world. Selected parts may

not be stocked in the location closest to a customer’s site. If a part that is needed to repair the Exinda

system is not available from a facility near the customer’s location and must be transferred from another

facility, it will be shipped using overnight delivery. Four (4) hour parts locations stock “mission critical”

components of the system, as determined by Exinda TAC. A mission critical component is one, which upon

failure, may prevent the system from performing its basic functions. Parts deemed non-critical include, but

are not limited to: software, media drives, modems, speakers, sound cards, zip drives, monitors, keyboards,

and mice. In order to receive four (4) hour parts, Customer must be located within the defined coverage

area.

F. Support Limitations. Exinda is not liable for any failure or delay in performance due to any cause beyond

their control. Service extends only to uses for which the Supported Product was designed.

G. Service Parts Ownership. All service parts removed from the Supported Product and returned to the on-

site technician become the property of Exinda

H. Customer must pay Exinda at the current retail price(s) for any service parts removed from the System and

retained by Customer if Customer has received replacement parts from the on-site technician. Exinda uses

new and reconditioned parts made by various manufacturers in performing repairs.

I. Optional/Point of Need Services. Optional services (including point-of–need support, installation,

consulting, managed, and professional, support or training services) may be available for purchase from

Exinda and will vary by Customer location. Optional services may require a separate ordering document

issued by Customer. In the absence of such agreement, optional services are provided pursuant to this

Service Agreement and the Exinda Customer Master Services Agreement.

J. Reserved.

K. Transfer of Service. Subject to the limitations set forth in this Service Agreement, Customer may transfer

this Service to a third party who purchases Customer’s entire Supported Product before the expiration of the

then current service term, provided Customer is the original purchaser of the Supported Product and this

Service, or Customer purchased the Supported Product and this Service from its original owner (or a

previous transferee) and complied with all the transfer procedures. A transfer fee may apply. Additional

terms, conditions and fees may apply to any such transfer, and Exinda may, in its sole discretion, refuse to

allow any such transfer for any reason or no reason. Please note that if Customer or Customer’s transferee

moves the Supported Product to a geographic location in which this Service is not available or not available


at the same price as Customer paid for this Service, Customer may not have coverage or may incur an

additional charge to maintain the same categories of support coverage at the new location. If Customer

chooses not to pay such additional charges, Customer’s Service may be automatically changed to categories

of support that are available at such price or a lesser price in such new location with no refund available.

* Availability may vary by region/location – please contact your sales or support representative for additional

details.

** For a technician to arrive Next Business Day, service calls must be received the Exinda Technical

Assistance Center before local dispatch cut off times. Dispatch cut off times can vary by country and range

between 3:30 and 5:00 pm local Customer time (Monday through Friday) and/or dispatches made after local

cut-off time may require an additional business day for service technician to arrive at Customer’s location.

Exinda Customer Support Services How to log a case with Exinda Customer Support using the web: http://www.exinda.com/support/log-a-case

How to Contact Exinda Customer Support by Phone North America

1-877-439-4632 (1-877-4-EXINDA)

Australia

1-800-394-632 (1-800-EXINDA)

United Kingdom 0-808-120-

1996

Malaysia

1-800-814-480

Philippines

1-800-1-116-0907

Indonesia

001-803-017-7707

Global (United States Local) +1-617-

500-0007

Global (Australia Local) +61-3-

9415-8332

Global (United Kingdom Local)

+44 (0) 203-318-1996

For other support resources, visit Our Support Forum http://support.exinda.com/ (for informational purposes only)







Documents

TERMS AND CONDITIONS FOR EXINDA … · immixTechnology, Inc. Page 1 reformatted 3.11.2016 All references to Exinda in these Terms and Conditions should be read as “Contractor (immixTechnology,