RUCKUS One Hosted Service Terms and Conditions
This agreement sets forth the terms and conditions under which Ruckus Wireless LLC (“RUCKUS”) is willing to grant the entity identified on the Order (“Customer”) access to the Services. In consideration of the covenants and conditions set forth herein, each of RUCKUS and the Customer agree as follows:
PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY. BY CLICKING ON THE “I ACCEPT” BUTTON, COMPLETING THE REGISTRATION PROCESS, AND/OR USING THE SERVICE, CUSTOMER ACKNOWLEDGES THAT (1) IT HAS READ THIS AGREEMENT AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS, (2) THE PERSON ACCEPTING THIS AGREEMENT IS OF A LEGAL AGE TO FORM A BINDING AGREEMENT WITH RUCKUS, AND (3) THE PERSON ACCEPTING THIS AGREEMENT HAS THE AUTHORITY TO ENTER INTO THIS AGREEMENT PERSONALLY OR ON BEHALF OF THE COMPANY HE/SHE HAS NAMED AS THE CUSTOMER, AND TO BIND THAT ENTITY TO THIS AGREEMENT. IF YOU ARE A RUCKUS CHANNEL PARTNER (AS DEFINED BELOW) READING THIS AT A CUSTOMER’S REQUEST, THE CUSTOMER MUST REVIEW AND ACCEPT THESE TERMS, YOU MAY NOT ACCEPT THESE TERMS ON THE CUSTOMER’S BEHALF. IF CUSTOMER DOES NOT AGREE TO THESE TERMS AND CONDITIONS, CUSTOMER MAY NOT USE THE SERVICE.
“Authorized Device Limit” means the maximum number of RUCKUS access points that the Service will support during the Service Term, as set forth in the applicable Order.
“RUCKUS One MSP” means a RUCKUS Channel Partner authorized by RUCKUS to onboard End Users on RUCKUS One platform, manage RUCKUS One Service and provide First Call (1st), and Onsite support to their End Users. RUCKUS will provide Level 2+ Support.
“Customer Data” means all data collected by the Service (other than authentication keys and related data used by RUCKUS to authorize Customer’s use of the Service), including but not limited to any data regarding the devices or users that connect to a network operated by Customer.
“Documentation” means the published technical or user instruction manuals, including any updates thereto, relating to the use of the Service made generally available by RUCKUS to its customers.
“Evaluation Term” means a limited period of time during which Customer is permitted to use the Service without placing an Order; provided, that the Evaluation Term is subject to early termination as provided in this agreement.
“End User” means entity that receive support directly from the Customer as part of the Program
“First (1st) Call Support” means providing support including the following:
- Receiving first call from End User
- Performing basic Level 1 troubleshooting of the product and issues. This includes validating that the configuration is appropriate for End User requirements, collecting support logs, traces, dumps and output of basic commands and researching RUCKUS technical forums for known solutions
- Determine if the issue is being caused by APs not able to connect to the cloud due to firewall mis-configuration
- Determining if the issue being faced is a known problem
- Providing evidence that debugging has been performed to isolate the issue to a RUCKUS product problem (i.e. documentation of commands and logs that indicate a problem with RUCKUS products)
- Escalate issues to RUCKUS Technical Assistance Center when necessary providing end username and IDs, detailed description of problem and priority level, on behalf of the End User
- Assisting End User with RMA process, which might include receiving replacement products and installing replacement products at End User’s site
“Level 2+ Support” means providing support including the following:
- Provide in-depth technical assistance for reported problems
- Analyze trace and dump information
- Determine if failure was caused by microcode defects or hardware defects
- If the problem was caused by a software defect, determine the software module and line of microcode and recommended corrective action to the microcode
- Perform detailed analysis of gathered traces and processor dumps to confirm defect
- Develop, test and release patches or work-around solutions
- Drive product defects into RUCKUS sustaining engineering for permanent fix for a future release
- Implement hardware, software and firmware fixes as directed by RUCKUS technical support
“Onsite Support” means the procedure to connect APs so that APs can connect to the cloud.
“Order” means the ordering or quote document, either physical or electronic, accepted by RUCKUS that sets forth Customer’s Scope of Use (as defined below) of the Service.
“RUCKUS Channel Partner” means an entity authorized by RUCKUS to sell subscription licenses to access the Service.
“Service” means the online network management service identified in the applicable Order that is made available by RUCKUS to its customers (using equipment hosted by RUCKUS or a third party data center for use and access by customers), including support services made available through the Service Portal, and excluding any RUCKUS access points or other hardware products. “Service” does not include professional services purchased as a separate line item in a purchase order, including but not limited to remote deployment assistance services.
“Service Portal” means the online administrative site for the Service located at the URL set forth in the Order.
“Service Term” means the period of time for which access to the Service is authorized, as set forth in the applicable Order.
a) Trial Evaluation and License. Upon Customer’s request for a trial period to evaluate the Service, RUCKUS may make the Service available to Customer via the Service Portal solely for evaluation and demonstration purposes upon Customer’s acceptance of these terms. Upon Customer initially accessing the Service, the Evaluation Term shall commence. Customer understands and accepts that during the Evaluation Term, the Service may have limited functionality as well as features that are restricted.
b) Activation and Delivery. Upon acceptance of an Order or Customer’s request for a trial period, RUCKUS or a RUCKUS Channel Partner will provide Customer with instructions to activate the Service. During activation, Customer must confirm the terms of this agreement prior to being provided access to the Service. Once Customer completes activation, RUCKUS will make the Service available to Customer and provide Customer with credentials allowing access to and use of the Service.
c) Service License. During the applicable Evaluation Term or Service Term, subject to Customer’s compliance with the terms and conditions of this agreement, including the payment of any applicable subscription license fees, RUCKUS grants Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Service via an internet connection in accordance with the Documentation and any limitations or restrictions set forth in the applicable Orders or trial request, including but not limited to any Authorized Device Limit and/or Service Term (the “Scope of Use”). Only the employees, contractors and agents of Customer acting on Customer’s behalf may exercise the licenses granted to Customer in this section. Customer is solely responsible for acquiring, separately from this agreement, any wireless client endpoints or other devices for use in conjunction with its use of the Service.
d) Scope of Use. Customer may use the Service only in accordance with the Scope of Use. If Customer desires to exceed the Scope of Use, Customer may place an Order to increase the Scope of Use. Upon written acceptance by RUCKUS or its RUCKUS Channel Partner, Customer may use the Service in accordance with the new Scope of Use.
e) Service Operations. Generally, the Service is installed and runs in third party data centers contracted by RUCKUS to make the Service available for access to Customer via an internet connection. However, RUCKUS may choose to operate such a data center at any time. While RUCKUS endeavors to contract with reputable third parties that provide global hosting services, RUCKUS bears no responsibility or liability with respect to the actions or malfeasance of such third parties. Licenses to access and use the Service are personal to Customer, and Customer shall be ultimately responsible for the interaction with any instance of the Service made available to Customer, including but not limited to, (1) the management of all Customer Data stored by or accessed through the Service and (2) the use of or access to the Service by RUCKUS support or a third party (including but not limited to a RUCKUS Channel Partner) where such use or access is enabled or authorized by Customer. Customer is solely responsible for acquiring, separately from this agreement, any wireless client endpoints or other devices for use in conjunction with its use of the Service.
f) Restrictions. Customer will not, and will not permit any third party to: (1) modify, copy, or otherwise reproduce the Service in whole or in part; (2) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code form or structure of the code used in the Service; (3) provide, lease or lend the Service to any third party except as expressly authorized hereunder; (4) remove any proprietary notices or labels displayed on the Service; (5) modify or create a derivative work of any part of the Service; (6) use the Service for any unlawful purpose; (7) interfere with or disrupt the integrity or performance of the Service or third-party data contained therein; (8) attempt to gain unauthorized access to or breach the security mechanisms of the Service or its related systems or networks; (9) permit direct or indirect access to or use of any Service in a way that circumvents the Scope of Use; (10) access any Service or Content in order to build a competitive product or service or (11) disclose the results of any benchmarking of the Service (whether or not the results were obtained with assistance from RUCKUS) to any third party. The Service is not designed, intended, authorized or warranted to be suitable for use in connection with any high risk, mission critical or strict liability activity (including, without limitation, air or space travel, aircraft navigation systems, aircraft communication systems, air traffic control, weapons systems, operation of nuclear facilities and other power plants, military or space equipment requiring radiation hardened components, life support applications, devices or systems or other medical operations, and Enhanced 911 or the E911 emergency calling system). Any such use by Customer is solely at Customer’s risk. TO THE MAXIMUM EXTENT ALLOWED BY LAW, CUSTOMER SHALL INDEMNIFY RUCKUS FROM ANY LIABILITY ARISING OUT OF OR RELATED TO CUSTOMER DATA, OR CUSTOMER’S USE OF THE SERVICE IN CONTRAVENTION OF THE TERMS OF THIS AGREEMENT.
g) Proprietary Rights. As between RUCKUS and Customer, RUCKUS, and its suppliers, own all rights, title and interests in and to the Service and Documentation, including all improvements to the foregoing. If the Service includes software provided by a third party, that software is governed by the applicable third party license. All rights not expressly granted to Customer are reserved by RUCKUS.
3) Fees & Payment.
In the event that Customer is purchasing the Service licenses from a RUCKUS Channel Partner, then the payment terms shall be exclusively as defined between such RUCKUS Channel Partner and Customer. In the event that Customer is purchasing access to the Service directly from RUCKUS, then Customer shall pay the fees stated in the Order within thirty (30) days of the date of the applicable RUCKUS invoice. All payment obligations, including for the length of a Service Term or volume-based fees relating to Scope of Use, are non-cancelable and nonrefundable. Customer acknowledges that a failure to pay the applicable fees (either to RUCKUS directly or to a RUCKUS Channel Partner) may result in RUCKUS suspending Customer’s access to the Service, without prejudicing the rights of any party for remedies of a breach of contractual obligations. Delinquent invoices are also subject to interest of 1.0% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. All fees owed by Customer in connection with this agreement are exclusive of, and Customer shall pay, all sales, use, excise and other taxes that may be levied upon Customer in connection with this agreement, except for employment taxes and taxes based on RUCKUS’ net income.
4) Support and Services.
a) Technical support services for access points during the Service Term are included in the subscription fees for the Service (as set forth in an Order) and shall be provided in accordance with the technical support information set forth on the Service Portal. Technical support services for switch products must be purchased separately.
b) RUCKUS One MSPs are required to deliver onsite support and First (1st) call support. RUCKUS will provide Level 2+ support to the RUCKUS One MSPs only on those products sold by RUCKUS One MSP in the territory and only for the term of this Agreement.
However, if the RUCKUS One MSP uses spares or components which have not been purchased through a RUCKUS authorized distributor, support offered on that unit will no longer be valid.
c) Any additional services, including consulting or training, shall be provided on an as-quoted basis and subject to a separate Order.
d) Technical support services are available to RUCKUS Customers and not the End Users without prior approval from RUCKUS Technical Assistance Center
e) RUCKUS One MSP acknowledges that RUCKUS One MSP End Users do not have the right to contact RUCKUS support directly. Person acknowledging this terms and conditions understands this.
RUCKUS One MSP shall undertake, at its own cost and expense, all training and certification necessary to meet the compliance requirements for RUCKUS One specialization. RUCKUS One MSP will designate the required number of personnel for initial and ongoing training.
6) Term & Termination
a) Term. This agreement commences as of the date the parties execute the initial Order and continues until the end of the Evaluation Term or Service Term as applicable, unless otherwise terminated earlier as provided for in this agreement. To ensure uninterrupted use of the Service, you should place an Order to renew the Service Term no less than ninety (90) days prior to the expiration of the then current Service Term. Any Service Term renewal shall be subject to the then current terms applicable to the Service, including pricing, which terms will be provided to you by RUCKUS or the applicable RUCKUS Channel Partner at the time of your Order.
b) Termination for Cause. Either party may terminate this agreement and any licenses granted hereunder (1) for cause upon thirty (30) days written notice to the other party of a material breach of this agreement if such breach remains uncured at the expiration of such period; (2) either party ceases to do business as an operating concern; or (3) Customer is finally adjudged as financially insolvent, makes an assignment for the benefit of creditors, or files for bankruptcy which is not dismissed within sixty (60) days following the filing. Except as provided herein, Customer hereby waives its right to unilaterally terminate this Agreement pursuant to Article 2125 of the Civil Code of Quebec.
c) Effect of Termination. Termination will not relieve Customer of the obligation to pay any fees due or payable to RUCKUS (or a RUCKUS Channel Partner, as applicable) prior to the effective date of termination, including any other fees or payments that Customer has committed to under this agreement. Upon termination of this agreement, all rights and licenses granted by RUCKUS hereunder shall immediately terminate. The provisions of this agreement that by their nature extend beyond the expiration or other termination of this agreement will survive and remain in effect until all obligations are satisfied. RUCKUS will make a file of the Customer Data (as it exists on the effective date of termination) available within 30 days of termination if Customer so requests in writing at the time of termination; provided, that Customer acknowledges RUCKUS has no obligation to retain any Customer Data more than 30 days beyond termination, and may delete such Customer Data thereafter. Customer is solely responsible for any data retention requirements under applicable law.
a) Warranty. During the Service Term, RUCKUS warrants that the Service when used in accordance with the Documentation, will operate in all material respects substantially as set forth in the Documentation. If Customer notifies RUCKUS of any breach of the foregoing warranty, RUCKUS’ sole obligation and Customer’s exclusive remedy shall be for RUCKUS to, at its option, (a) provide an error correction or update to the Service to remedy the failure; or (b) terminate the applicable Service license and provide a prorated refund of fees paid by Customer for the Service. This warranty and the remedies offered are applicable only if: (i) the failure is reasonably reproducible by RUCKUS; (ii) Customer reports the failure with reasonable specificity in writing within thirty (30) days from its occurrence; and (iii) Customer provides RUCKUS with reasonable assistance in the diagnosis and remedy of the failure.
b) DISCLAIMER OF ALL OTHER WARRANTIES. EXCEPT AS EXPRESSLY PROVIDED IN SECTIONS 4 AND 7(a), AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE AND DOCUMENTATION ARE PROVIDED “AS IS” AND “AS AVAILABLE”, AND RUCKUS AND ITS SUPPLIERS MAKE NO OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. RUCKUS DOES NOT WARRANT THAT THE SERVICE MEETS CUSTOMER’S REQUIREMENTS OR THAT USE OF THE SERVICE WILL BE SECURE, UNINTERRUPTED OR ERROR-FREE. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO CUSTOMER. THESE WARRANTIES GIVE CUSTOMER SPECIFIC LEGAL RIGHTS AND CUSTOMER MAY HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE OR JURISDICTION TO JURISDICTION.
8) Intellectual Property Infringement
RUCKUS agrees to defend Customer and pay any damages finally awarded or, at its option settle and pay any settlement agreed to by RUCKUS, with respect to any claim made or brought against Customer by an entity unaffiliated with Customer alleging that Customer’s use of the unaltered Service infringes or misappropriates any U.S. patent, copyright or trademark of such entity, provided that Customer (a) provides prompt written notice of such claim to RUCKUS, (b) grants RUCKUS the sole right to control and defend such claim, and (c) provides RUCKUS, at RUCKUS’ expense, with all information and assistance reasonably requested by RUCKUS in the defense of such claim. In the event of such a claim or threatened claim, RUCKUS may, at its option, (i) provide Customer with revised Service that is substantially equivalent to the accused Service in functionality in material respects but is non-infringing, (ii) obtain the right for Customer to continue using the Service, or (iii) terminate this agreement upon 30 days’ notice and refund any license fees previously paid for the Service that is the subject of a claim on a pro-rata basis for the remaining portion of the Service Term. Notwithstanding the foregoing, RUCKUS shall have no obligation or liability with respect to (a) use of the Service in combination with any materials not provided by RUCKUS, if the infringement would be avoided by use of the Service without such combination, (b) any alleged patent infringement related to the implementation of a standard; (c) any modification of the Service by any party other than RUCKUS, (d) any open source code contained within the Service, (e) damages based on the value of product, services or business methods not provided by or performed by RUCKUS, (f) any use of the Service outside the scope of the license or (g) any use of the Service after RUCKUS has terminated access to the Service. THIS PARAGRAPH REPRESENTS THE SOLE AND EXCLUSIVE LIABILITY OF RUCKUS AND THE EXCLUSIVE REMEDY OF CUSTOMER FOR INFRINGEMENT OR MISAPPROPRIATION OF THIRD PARTY RIGHTS.
9) Limitation of Liability.
RUCKUS AND ITS SUPPLIERS SHALL NOT UNDER ANY CIRCUMSTANCES BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, ANY LOSS OF PROFITS, BUSINESS, DATA OR REVENUES, OR THE COSTS OF REPLACEMENT OR SUBSTITUTE PRODUCTS, ARISING FROM THE PURCHASE, USE OR INABILITY TO USE THE SERVICE, WHETHER IN CONTRACT OR TORT (INCLUDING NEGLIGENCE), EVEN IF RUCKUS HAS BEEN INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. RUCKUS’S TOTAL AGGREGATE LIABILITY FOR DAMAGES OF ANY NATURE, REGARDLESS OF THE FORM OF ACTION, IS LIMITED TO AN AMOUNT EQUAL TO THE FEES PAID BY THE CUSTOMER DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT(S) GIVING RISE TO LIABILITY HEREUNDER. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN LIABILITY, SO THE ABOVE LIMITATION OF LIABILITY MAY NOT APPLY TO CUSTOMER.
10) RUCKUS AND ITS SUPPLIERS SHALL NOT UNDER ANY CIRCUMSTANCES BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, ANY LOSS OF PROFITS, BUSINESS, DATA OR REVENUES, OR THE COSTS OF REPLACEMENT OR SUBSTITUTE PRODUCTS, ARISING FROM THE PURCHASE, USE OR INABILITY TO USE THE SERVICE, WHETHER IN CONTRACT OR TORT (INCLUDING NEGLIGENCE), EVEN IF RUCKUS HAS BEEN INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. RUCKUS’S TOTAL AGGREGATE LIABILITY FOR DAMAGES OF ANY NATURE, REGARDLESS OF THE FORM OF ACTION, IS LIMITED TO AN AMOUNT EQUAL TO THE FEES PAID BY THE CUSTOMER DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT(S) GIVING RISE TO LIABILITY HEREUNDER. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN LIABILITY, SO THE ABOVE LIMITATION OF LIABILITY MAY NOT APPLY TO CUSTOMER.
11) General Provisions
a) Governing Law; Venue. The laws of the State of California, excluding its conflict of laws provisions, will govern the validity, construction and interpretation of this agreement. The parties consent to the exclusive jurisdiction and venue of the state courts located in Santa Clara County, California, and the federal courts for the Northern District of California, for any action arising hereunder.
b) Export Requirements. Customer agrees that the Service and Documentation are subject to the Export Administration Regulations of the United States. Customer agrees not to export, re-export or transfer, directly or indirectly, the Service, Documentation or any technical data acquired from RUCKUS, or any products utilizing such data, in violation of the United States export laws, regulations and controls.
c) Force Majeure. Notwithstanding any provision contained in this agreement, neither party will be liable to the other to the extent the fulfillment or performance of any terms or provisions of this agreement are delayed or prevented by revolution or other civil disorders; wars; strikes; labor disputes; electrical supply or availability failure; fires; floods; acts of God; government action; or, without limiting the foregoing, any other causes not within its control and which, by the exercise of reasonable diligence, it is unable to prevent. This section will not apply to the payment of any sums due under the agreement by either party to the other.
d) Miscellaneous. Notices will be deemed given on the day actually received by the party to whom the notice is addressed. The relationship of RUCKUS and Customer is that of independent contractors. Neither party has any authority to act on behalf of the other party or to bind it, and in no event will the parties be construed to be partners, employer-employee or agents of each other. Headings in this agreement are for reference purposes only and will not affect the interpretation or meaning of this agreement. If any provision of this agreement is held by an arbitrator or a court of competent jurisdiction to be contrary to law, then the remaining provisions of this agreement will remain in full force and effect. No delay or omission by either party to exercise any right or power it has under this agreement will be construed as a waiver of such right or power. A waiver by either party of any breach by the other party will not be construed to be a waiver of any succeeding breach or any other covenant by the other party. All waivers must be in writing and signed by the party waiving its rights. This agreement may not be assigned by Customer by operation of law or otherwise, without the prior written consent of RUCKUS, which consent will not be unreasonably withheld. This agreement may be executed simultaneously in any number of counterparts, each of which will be deemed an original, but all of which together constitute one and the same agreement. The parties agree that electronic signatures are valid signatures for enforcement of this agreement. This agreement constitutes the entire agreement between RUCKUS and Customer with respect to the subject matter hereof. This agreement supersedes all prior negotiations, agreements and undertakings between the parties with respect to such subject matter. No modification of this agreement will be effective unless contained in writing and signed by an authorized representative of each party. Notwithstanding applicable law, electronic communications will not be deemed signed writings. Any additional orders for Service hereunder shall be governed by the terms of this agreement. No term or condition contained in Customer’s purchase order or similar document will apply unless specifically agreed to by RUCKUS in writing, even if RUCKUS has accepted the order set forth in such purchase order, and all such terms or conditions are otherwise hereby expressly rejected by RUCKUS. In the event of a conflict between this agreement and any other applicable agreement, this agreement shall govern, unless otherwise expressly stated.
e) Language. It is the express wish of the Parties that this agreement and any related documents be drawn up in English. Il est la volonté expresse des Parties que cette convention et tous les documents s’y rattachant soient rédigés en anglais.