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Panduit SmartZone™ Cloud Subscription Agreement

 

THE SMARTZONE CLOUD SUBSCRIPTION TERMS (THE “SUBSCRIPTION TERMS”) GOVERNS CUSTOMER’S USE OF THE SMARTZONE CLOUD SERVICES. CAPITALIZED WORDS HAVE THE DEFINITIONS SET FORTH HEREIN.

THE SUBSCRIPTION TERMS ARE EFFECTIVE WHEN CUSTOMER CLICKS TO ACCEPT THEM (THE “EFFECTIVE DATE”).. IF THE INDIVIDUAL ACCEPTING THE SUBSCRIPTION TERMS IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY WHO WILL BE USING THE SERVICES, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THE SUBSCRIPTION TERMS, IN WHICH CASE THE TERM “CUSTOMER” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF THE INDIVIDUAL ACCEPTING THE SUBSCRIPTION TERMS DOES NOT HAVE SUCH AUTHORITY OR DOES NOT AGREE WITH THE SUBSCRIPTION TERMS, SUCH INDIVIDUAL MUST NOT ACCEPT THE SUBSCRIPTION TERMS AND MAY NOT USE THE SERVICES. 


1.  Definitions.

(a)  “Aggregated Statistics” means data and information related to Customer's use of the Services that is used by Panduit in an aggregate manner, including to compile statistical and performance information related to the provision and operation of the Services.

(b)  “Authorized User” means Customer's employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to the Subscription Terms and (ii) for whom access to the Services has been purchased hereunder.

(c)  “Customer Data” means, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through the Services.

(d)  “Documentation” means Panduit's specification sheets, brochures, manuals, and guides relating to the Services available at https://pages.panduit.com/SmartZone_Cloud.html.  Documentation may be updated from time to time during the Term.

(e)  “Quote” means a document that is issued by Panduit or a Panduit Authorized Distributor to Customer that describes in detail the Services, Fees, and payment terms being offered to Customer.

(f)  “Panduit IP” means the Services, the Documentation, and any intellectual property provided to Customer or any Authorized User in connection with the foregoing. For the avoidance of doubt, Panduit IP includes Aggregated Statistics and any information, data, or other content derived from Panduit's monitoring of Customer's access to or use of the Services, but does not include Customer Data.

(g)  “Services” or “SmartZone Cloud Services” means the software-as-a-service ordered by Customer that is further described in the Quote and Documentation.

2.  Access and Use.

(a)  Provision of Access. Subject to Customer's payment of Fees and compliance with all other/the terms and conditions of the Subscription Terms and Documentation, Provider will make the Services available to Customer and its Authorized Users during the period set forth in the Quote. 

(b) Documentation License. Subject to the terms and conditions contained in the Subscription Terms, Panduit hereby grants to Customer a non-exclusive, non-sublicensable, non-transferable license to use the Documentation during the period set forth in the Quote solely for Customer's internal business purposes in connection with its use of the Services.

(c)  Use Restrictions. Customer shall only use the Services in accordance with the Documentation for its internal business purposes and up to the usage limits paid for by Customer or otherwise authorized in writing by Panduit.  Customer may not access or use the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes. Panduit’s direct competitors are prohibited from accessing the Services, except with Panduit’s prior written consent. Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Services or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from the Services or Documentation; or (v) use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.

(d)  Reservation of Rights. Panduit reserves all rights not expressly granted to Customer in the Subscription Terms. Except for the limited rights and licenses expressly granted under the Subscription Terms, nothing in the Subscription Terms grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the Panduit IP.

(e)  Suspension. Notwithstanding anything to the contrary in the Subscription Terms, Panduit may temporarily suspend Customer's and any Authorized User's access to any portion or all of the Services if: (i) Panduit reasonably determines that (A) there is a threat or attack on any of the Panduit IP, (B) Customer's or any Authorized User's use of the Services disrupts or poses a security risk to the Services or to any other customer or vendor of Panduit, (C) Customer, or any Authorized User, is using the Services for fraudulent or illegal activities, (E) Panduit's provision of the Services to Customer or any Authorized User is prohibited by applicable law, or (F) Customer’s or its Authorized Users’ use of the services is not in compliance with the terms and conditions of the Subscription Terms or the Documentation; (ii) any vendor of Panduit has suspended or terminated Panduit's access to or use of any third-party services or products required to enable Customer to access the Services; or (iii) in accordance with Section 5(a)(iii) for Customer’s failure to pay Fees (any such suspension described in this Section 2(e), a (“Service Suspension”). Panduit shall provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Services following any Service Suspension. Panduit shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Panduit will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized User may incur as a result of a Service Suspension.

(f) Aggregated Statistics. Notwithstanding anything to the contrary in the Subscription Terms, Panduit may monitor Customer's use of the Services and collect and compile Aggregated Statistics. As between Panduit and Customer, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Panduit. Customer acknowledges that Panduit may compile Aggregated Statistics based on Customer Data input into the Services. Customer agrees that Panduit may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law; provided that such Aggregated Statistics do not identify Customer or Customer's Confidential Information.  

3.  Customer Responsibilities.

(a)  General. Customer will (a) be responsible for Authorized Users’ compliance with the Subscription Terms and Documentation, (b) be responsible for the accuracy, quality and legality of Customer Data, the means by which Customer acquired Customer Data, Customer’s use of Customer Data with the Services, and the interoperation of any third-party applications with which Customer uses the Services, (c) use commercially reasonable efforts to prevent unauthorized access to or use of Services, and notify Panduit promptly of any such unauthorized access or use, and (d) use Services only in accordance with these Terms and Documentation and applicable laws and government regulations. Any use of the Services in breach of the foregoing by Customer or Authorized Users that in Panduit’s reasonable judgment threatens the security, integrity or availability of the Services, may result in the immediate suspension of the Services.

4.  Support. The access rights to the Services granted hereunder entitle Customer to the support services described in the Documentation.

5.  Fees and Payment.

(a) Fees. Customer shall pay the fees (“Fees”) as set forth in the Quote without offset or deduction. Customer shall make all payments on or before the due date set forth in the applicable Quote. If Customer fails to make any payment to Panduit when due, without limiting Panduit's other rights and remedies: (i) Panduit may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) Customer shall reimburse Panduit for all reasonable costs incurred by Panduit in collecting any late payments or interest, including attorneys' fees, court costs, and collection agency fees.  If Customer continues to fail to make a payment due for ten (10) days or more, Panduit may suspend Customer's and its Authorized Users' access to any portion or all of the Services until such amounts are paid in full.  If Customer exceeds the usage limits of Services ordered or authorized in writing by Panduit during a free trial period, then Customer must promptly pay Fees for the additional usage.

(b) Taxes. All Fees and other amounts payable by Customer to Panduit under the Subscription Terms are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer to Panduit hereunder, other than any taxes imposed on Panduit's income.

(c) Auditing Rights and Required Records. Panduit may audit Customer’s use of the Services to ensure Customer’s use of the Services is in compliance with the terms the Quote, the Subscription Terms, and Documentation. Any such audit shall not unreasonably interfere with Customer’s normal business operations. Customer agrees to cooperate with Panduit’s audit and to provide reasonable assistance and access to information reasonably requested by Panduit. The performance of the audit and non-public data obtained during the audit (including findings or reports that result from the audit) shall be subject to the provisions of Section 6 (Confidential Information) of the Subscription Terms. If the audit identifies non-compliance, Customer agree to remedy (which may include, without limitation, the payment of any Fees for Services) such non-compliance within thirty (30) days of written notification of that non-compliance. Customer agrees that Panduit shall not be responsible for any of Customer’s costs incurred in cooperating with the audit.

6.  Confidential Information. From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media that is marked, designated, or otherwise identified as “confidential” or a  given the nature of information and the circumstances of a Party’s receipt or exposure to such information, would lead a reasonable person to conclude that such information is confidential (collectively, “Confidential Information”).  Panduit IP is Panduit’s Confidential Information. Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party without reference to the other Party’s Confidential Information. The receiving Party shall not disclose the disclosing Party's Confidential Information to any person or entity, except to the receiving Party's employees and contractors who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party's rights under the Subscription Terms, including to make required court filings. On the expiration or termination of the Subscription Terms, the receiving Party shall promptly destroy all copies, whether in written, electronic, or other form or media, of the disclosing Party's Confidential Information and certify in writing to the disclosing Party that such Confidential Information has been destroyed, or, upon prior written request, return to the disclosing Party all such copies. Each Party's obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five years from the termination or expiration of the Subscription Terms; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of the Subscription Terms for as long as such Confidential Information remains subject to trade secret protection under applicable law.

7.   Customer Data.

(a)  Panduit will maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data. Those safeguards will include, but will not be limited to, measures designed to prevent unauthorized access to or disclosure of Customer Data.  The terms of the Panduit SmartZone Cloud Data Processing Addendum at www.panduit.com/emea/en/legal-information/panduit-smartzone-cloud-data-processing-addendum.html (“DPA”) are hereby incorporated by reference and shall apply to the extent Customer Data includes Personal Data, as defined in the DPA.    

(b) Upon request by Customer made within ten (10) days after the effective date of termination or expiration of the Subscription Terms, Panduit will make Customer Data available to Customer. After such 10-day period, Panduit will have no obligation to maintain or provide any Customer Data, and will thereafter delete or destroy all copies of Customer Data in its systems or otherwise in its possession or control, unless legally prohibited.

8. Intellectual Property Ownership.

(a)  Panduit IP. Customer acknowledges that, as between Customer and Panduit, Panduit and its subcontractors owns all right, title, and interest, including all intellectual property rights, in and to the Panduit IP.

(b) Customer Data. Panduit acknowledges that, as between Panduit and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data. Customer hereby grants to Panduit a non-exclusive, royalty-free, worldwide sublicensable license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for Panduit to provide the Services to Customer..

(c) Feedback. If Customer, Authorized Users, or any of their employees or contractors sends or transmits any communications or materials to Panduit by mail, email, telephone, or otherwise, suggesting or recommending changes to the Panduit IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), Panduit is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Customer hereby assigns to Panduit on Customer's behalf, and on behalf of its Authorized Users, employees, contractors and/or agents, all right, title, and interest in, and Panduit is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback.

9. Limited Warranty and Warranty Disclaimer.

(a) Panduit warrants that the Services will conform in all material respects to the Documentation when accessed and used in accordance with the Documentation. Panduit does not make any representations or guarantees regarding uptime or availability of the Services. The customer support set forth in the Documentation is Customer's sole remedy and Panduit's sole liability under the limited warranty set forth in this Section 9(a).

(b) EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 9(a), THE PANDUIT IP IS PROVIDED “AS IS” AND PANDUIT HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. PANDUIT SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 9(a), PANDUIT MAKES NO WARRANTY OF ANY KIND THAT THE PANDUIT IP, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.

10. Indemnification.

(a) Panduit Indemnification.

(i) Panduit shall indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, costs (including reasonable attorneys' fees) (“Losses”) incurred by Customer resulting from any third-party claim, suit, action, or proceeding (“Third-Party Claim”) that the Services, or any use of the Services in accordance with the Subscription Terms, infringes or misappropriates such third party's valid United States patent, provided that Customer promptly notifies Panduit in writing of the claim, cooperates with Panduit, and allows Panduit sole authority to control the defense and settlement of such claim.  

(ii) If such a claim is made or appears possible, Customer agrees to permit Panduit, at Panduit's sole discretion, to (A) modify or replace the Services, or component or part thereof, to make it non-infringing or (B) obtain the right for Customer to continue use. If Panduit determines that neither alternative is reasonably available, Panduit may terminate the Services, in their entirety or with respect to the affected component or part, effective immediately on written notice to Customer and refund any prepaid Fees that are unearned as of the date of termination.

(iii) This Section 10(a) will not apply to the extent that the alleged infringement arises from: (A) use of the Services in combination with data, software, hardware, equipment, or technology not authorized by Panduit in the Documentation; (B) modifications to the Services not made by Panduit; (C) Customer Data; or (D) third-party products.

(b) Customer Indemnification. Customer shall indemnify, hold harmless, and, at Panduit's option, defend Panduit from and against any Losses resulting from (A) any Third-Party Claim that the Customer Data, or any use of the Customer Data in accordance with the Subscription Terms, infringes or misappropriates such third party's valid United States patent, trademark, copyright, or trade secret and any Third-Party Claims based on Customer's or any Authorized User's (i) use of the Services in a manner not authorized by the Subscription Terms or Documentation, (ii) use of the Services in combination with data, software, hardware, equipment, or technology not authorized by Panduit in writing, or (iii) modifications to the Services not made by Panduit; or (B) Customer’s failure to obtain appropriate permissions for Panduit to use Customer Data. Customer may not settle any Third-Party Claim against Panduit unless Panduit consents to such settlement, and further provided that Panduit will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.  

(c)  Sole Remedy. THIS SECTION 10 SETS FORTH CUSTOMER'S SOLE REMEDIES AND PANDUIT'S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.

11.  Limitations of Liability. IN NO EVENT WILL PANDUIT BE LIABLE UNDER OR IN CONNECTION WITH THE SUBSCRIPTION TERMS OR SERVICES UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER PANDUIT WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL PANDUIT'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE SUBSCRIPTION TERMS OR SERVICES UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), INDEMNITY, STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO PANDUIT FOR SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

12. Term and Termination.

(a) Term. The term of the Subscription Terms begins on the Effective Date and, unless terminated earlier pursuant to the Subscription Terms’ express provisions, will continue during the period Services are provided to Customer and until Customer Data has been returned to Customer or deleted by Panduit (“Term“).

(b) Termination. In addition to any other express termination right set forth in these Terms:

(i) Panduit may terminate the Services, effective on written notice to Customer, if Customer breaches any of its obligations under Section 2(c) or Section 6;

(ii) either Party may terminate the Services, effective on written notice to the other Party, if the other Party materially breaches the Subscription Terms, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured thirty (30) days after the non-breaching Party provides the breaching Party with written notice of such breach; or

(iii) either Party may terminate the Services, effective immediately upon written notice to the other Party, if the other Party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

(c) Effect of Expiration or Termination. Upon expiration or earlier termination of the Services, Customer shall immediately discontinue use of the Services and, without limiting Customer's obligations under Section 6, Customer shall delete, destroy, or return all copies of the Documentation. No expiration or termination will affect Customer's obligation to pay all Fees that may have become due before such expiration or termination or entitle Customer to any refund.  If Customer terminates the Services per Sections 12(b)(ii) or 12(b)(iii), then Panduit will refund any prepaid Fees that are unearned as of the date of termination.

(d) Survival. Sections 1, 5, 6, 7, 8, 9, 10, 11, 12 and 13 survive any termination or expiration of the Subscription Terms.

13.            Miscellaneous.

(a) Entire Agreement. The Subscription Terms, together with any other documents incorporated herein by reference and all related Quotes, constitutes the sole and entire agreement of the Parties with respect to the subject matter of the Services and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of the Subscription Terms, any other documents incorporated herein by reference, and the related Quotes., the following order of precedence governs: (i) first, the Subscription Terms, excluding any other documents incorporated by reference; and (ii) second, any other documents incorporated by reference in the Subscription Terms; and (iii) third, the applicable Quote.

(b) Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) must be in writing and addressed to the Parties at the addresses set forth on the applicable Quote (or to such other address that may be designated by the Party giving Notice from time to time in accordance with this Section). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile or email (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided in the Subscription Terms, a Notice is effective only: (i) upon receipt by the receiving Party; and (ii) if the Party giving the Notice has complied with the requirements of this Section.

(c) Force Majeure. In no event shall either Party be liable to the other Party, or be deemed to have breached the Subscription Terms, for any failure or delay in performing its obligations under the Subscription Terms (except for any obligations to make payments), if and to the extent such failure or delay is caused by any circumstances beyond such Party's reasonable control, including but not limited to acts of God, flood, fire, earthquake, pandemics, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.  In the event of such delays, a Party’s performance date(s) will be extended for such length of time as may be reasonably necessary to compensate for the delay.

(d) Amendment and Modification; Waiver. No amendment to or modification of the Subscription Terms is effective unless it is in writing and signed by an authorized representative of each Party. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving.

(e) Severability. If any provision of the Subscription Terms is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of the Subscription Terms or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify the Subscription Terms so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

(f) Governing Law; Submission to Jurisdiction. The Subscription Terms and the rights and obligations of the parties under these Terms shall not be governed by the provisions of the United Nations Convention on Contracts for the International Sale of Goods (CISG) or the United Nations Convention on the Limitation Period in the International Sale of Goods, as amended, rather, the rights and obligations of the parties under the Subscription Terms shall be governed by the law of the State of Illinois, including its provisions of the Uniform Commercial Code, without regard to conflict of law rules or provisions thereof.  Any dispute or claim arising out of the Subscription Terms shall be heard in the Circuit Court of Cook County, Illinois, or the Federal District Court for the Northern District of Illinois.  English shall be the official language of the Subscription Terms.

(g) Assignment. Customer may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Panduit, which consent shall not be unreasonably withheld, conditioned, or delayed. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. the Subscription Terms is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.


(h) Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 6 or, in the case of Customer, Section 2(c), would cause the non-breaching Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the non-breaching Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.