Barracuda Networks

This Agreement contains the terms and conditions that apply to your purchase from Barracuda Networks that will be provided to you ("Customer") on orders for Barracuda Networks products and/or services and support ("Products"). By accepting delivery of the Barracuda Networks products and/or services and support described on that invoice, Customer agrees to be bound by and accepts these terms and conditions. THESE TERMS AND CONDITIONS APPLY (i) UNLESS THE CUSTOMER HAS SIGNED A SEPARATE PURCHASE AGREEMENT WITH BARRACUDA NETWORKS, IN WHICH CASE THE SEPARATE AGREEMENT SHALL GOVERN; OR (ii) UNLESS OTHER BARRACUDA NETWORKS STANDARD TERMS APPLY TO THE TRANSACTION. These terms and conditions are subject to change without prior written notice at any time, at Barracuda Networks' sole discretion.

• Other Documents. These terms and conditions may NOT be altered, supplemented, or amended by the use of any other document(s), except as otherwise noted. Any attempt to alter, supplement or amend this document or to enter an order for product(s) or services and support that are subject to additional or altered terms and conditions will be null and void, unless otherwise agreed to in a written agreement signed by both Customer and Barracuda Networks.
• Governing Law. THIS AGREEMENT AND ANY SALES THEREUNDER SHALL BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA, USA WITHOUT REGARD TO CONFLICTS OF LAWS RULES.
• Purchase Price; Shipping Charges; Taxes. Customer shall pay the total purchase price plus shipping and handling, if any, as specified on the online or emailed invoice. Separate charges for shipping and handling will be shown on Barracuda Networks' invoices. Unless Customer provides Barracuda Networks with a valid and correct tax exemption certificate applicable to the product ship-to location prior to Barracuda Networks' acceptance of the order, Customer shall be responsible for all sales taxes and use taxes.  Customer shall be responsible for all withholding taxes, value added taxes, import and taxes and any other similar taxes imposed by any federal, state, provincial or local governmental entity or any other governmental entity on the purchase of Barracuda Networks' products and services, excluding taxes based on Barracuda Networks' net income.
• Payment Terms; Orders; Quotes; Interest. Terms of payment are within Barracuda Networks' sole discretion, and unless otherwise agreed to by Barracuda Networks, payment must be received by Barracuda Networks prior to Barracuda Networks' acceptance of an order. Payment for the products and services and support will be made by credit card, wire transfer, or some other prearranged payment method unless credit terms have been agreed to by Barracuda Networks. Payments are due net 30 days, measured from the date of the invoice. Barracuda Networks may invoice parts of an order separately. Orders are not binding upon Barracuda Networks until accepted by Barracuda Networks. Any quotations given by Barracuda Networks will be valid for the period stated on the quotation. Customer agrees to pay interest on all past-due sums at the highest rate allowed by law.
• Customers may upgrade the hardware model, energize updates or instant replacement service within 60 days of the purchase date and receive a full credit for the original purchase, provided the original unit is returned to Barracuda Networks within 30 days of the upgrade.
• Title; Risk of Loss. Title to products passes from Barracuda Networks to Customer on shipment from Barracuda Networks' facility. Loss or damage that occurs during shipping by a carrier selected by Barracuda Networks is Barracuda Networks' responsibility. Loss or damage that occurs during shipping by a carrier selected by Customer is Customer's responsibility. Title to software will remain with the applicable licensor(s).
• Collection of Customer Data. Customer agrees to allow Barracuda Networks to collect information ("Statistics") from their Barracuda Networks products in order to fight spam, virus, and other threats as well as optimize and monitor the product. Information will be collected electronically and automatically. "Statistics" include, but are not limited to, the number of messages processed, the number of messages that are categorized as spam, the number of virus and types, IP addresses of the largest spam senders, the number of emails classified for Bayesian analysis, and other statistics. Customer data will be kept private and will only be reported in aggregate by Barracuda Networks.
• Permission to Use Logo. Customer grants permission to Barracuda Networks to use Customer's logo on the Barracuda Networks Web Site, or any other marketing material when referring to Customer. Customer will retain all title and rights to such logos.
• Export. Software, including technical data, may be subject to U.S. export control laws, including the U.S. Export Administration Act and its associated regulations, and may be subject to export or import regulations in other countries. Customer agrees to comply strictly with all such regulations and acknowledges that it has the responsibility to obtain licenses to export, re-export, or import Software. Barracuda Networks provides multiple versions of the Barracuda Spam Firewall targeted for specific geographic regions. The North American version is designed to operate only in North America and may not include all of the features or regulatory approvals for providing protection in other regions. The Energize Update service may not function properly if a North America version is exported and Barracuda Networks will be unable to support such exported versions.   Any upgrade to an International version will be at Barracuda Networks discretion and subject to incremental fees.
• Warranties. BARRACUDA NETWORKS MAKES NO EXPRESS WARRANTIES EXCEPT THOSE STATED IN THIS SECTION AND IN BARRACUDA NETWORKS' APPLICABLE WARRANTY STATEMENT IN EFFECT ON THE DATE OF THE INVOICE. ANY SUCH WARRANTIES WILL BE EFFECTIVE, AND BARRACUDA NETWORKS WILL BE OBLIGATED TO HONOR ANY SUCH WARRANTIES, ONLY UPON BARRACUDA NETWORKS' RECEIPT OF PAYMENT IN FULL FOR THE ITEM TO BE WARRANTED. BARRACUDA NETWORKS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF' MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. BARRACUDA NETWORK'S RESPONSIBILITY FOR WARRANTY CLAIMS IS LIMITED TO REPAIR AND REPLACEMENT AS SET FORTH IN BARRACUDA NETWORKS' APPLICABLE WARRANTY STATEMENT IN EFFECT ON THE DATE OF THE INVOICE. Barracuda Networks reserves the right to modify its warranty retroactively at any time, at its sole discretion. All software is provided subject to license agreement that is available on Barracuda Networks website and included in the product. Customer agrees that it will be bound by the license agreement.
• Return Policies. Barracuda Networks systems and parts are not returnable.
• Exchanges. From time to time, Barracuda Networks may, in its sole discretion, exchange products or portions of a product. Any exchanges will be made in accordance with Barracuda Networks' exchange policies in effect on the date of the exchange.
• Products. Barracuda Networks' policy is one of on-going product update and revision. Barracuda Networks may revise and discontinue products at any time. Barracuda Networks will ship products that have the functionality and performance of the products ordered, but changes between what is shipped and what is described in a specification sheet are possible. Parts may be new or refurbished.  Spare parts may be new or refurbished.
• Auto Renewals.  If the purchase includes a time based license, software maintenance, or a subscription component, Customer hereby agree to an automatic renewal of this purchase when it expires unless Customer notifies Barracuda Networks 15 days before the renewal date.  Barracuda will automatically bill Customer or charge Customer unless notified 15 days before the renewal date.
• Limitation of Liability. BARRACUDA NETWORKS DOES NOT ACCEPT LIABILITY BEYOND THE REMEDIES SET FORTH HEREIN, INCLUDING ANY LIABILITY FOR PRODUCTS NOT BEING AVAILABLE FOR USE OR FOR LOST OR CORRUPTED DATA OR SOFTWARE, OR THE PROVISION OF SERVICES AND SUPPORT. BARRACUDA NETWORKS WILL NOT BE LIABLE FOR LOST PROFITS, LOSS OF BUSINESS OR OTHER CONSEQUENTIAL, SPECIAL, INDIRECT OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY EXCEPT AS EXPRESSLY PROVIDED HEREIN. THIS LIMITATION OF LIABILITY APPLIES BOTH TO PRODUCTS AND SERVICES AND SUPPORT CUSTOMER PURCHASES UNDER THIS AGREEMENT. CUSTOMER AGREES THAT FOR ANY LIABILITY RELATED TO THE PURCHASE OF PRODUCTS OR SERVICES BUNDLED WITH THE PRODUCTS, BARRACUDA NETWORKS IS NOT LIABLE OR RESPONSIBLE FOR ANY AMOUNT OF DAMAGES ABOVE THE AGGREGATE DOLLAR AMOUNT PAID BY CUSTOMER FOR THE PURCHASE OF PRODUCTS UNDER THIS AGREEMENT. CUSTOMER AGREES THAT FOR ANY LIABILITY RELATED TO THE PURCHASE OF SERVICES NOT BUNDLED WITH PRODUCTS UNDER THIS AGREEMENT, BARRACUDA NETWORKS IS NOT LIABLE OR RESPONSIBLE FOR ANY AMOUNT OF DAMAGES ABOVE THE AGGREGATE DOLLAR AMOUNT PAID BY CUSTOMER FOR THE PURCHASE OF SERVICES UNDER THIS AGREEMENT.  CUSTOMER AGREES TO PROVIDE TO BARRACUDA NETWORKS, AT NO CHARGE, AN UNLIMITED LICENSE TO USE ANY PATENTS OR INTELLECTUAL PROPERTY THAT ARE UTILIZED IN ANY BARRACUDA NETWORKS PRODUCTS.  BARRACUDA NETWORKS DOES NOT WARRANT THAT THE PRODUCTS OR ANY NETWORKS OR SYSTEMS PROTECTED BY THE PRODUCT WILL BE FREE FROM VULNERABILITY, INTRUSION, ATTACK, OR OTHER DAMAGE.
• Not For Resale. Customer agrees and represents that it is buying for its own internal use only and not for resale unless Customer is a legal and authorized reseller of Barracuda Products as demonstrable by a contract executed by both parties stating Customer is a Reseller or Partner.   Customer agrees and understands that the License for the software included in the Products is non-transferable and may not be sold or transferred in any way except by an authorized reseller or partner.
• Service and Support. Barracuda Networks will provide general service and support, to Customer in accordance with the then-current service and support policies and conditions in effect. For end-user Customers, Barracuda Networks or any third-party support provider hired by Barracuda Networks, will attempt to handle any problem involving Barracuda Networks Products over the telephone or email. However, Barracuda Networks' support personnel/providers may not be able to understand or resolve any given problem. Service offerings may vary from product to product. If Customer purchased optional services and support, Barracuda Networks will provide the optional service and support to Customer in accordance with the then-current terms and conditions. Barracuda Networks may, at its discretion, revise its general and optional service and support programs and the terms and conditions that govern them. The services and support programs and their terms and conditions in place at the time of purchase will apply to Customer's purchase, however, these may be amended at anytime at Barracuda Networks sole discretion. Barracuda Networks has no obligation to provide service or support until Barracuda Networks has received full payment for the Products that Customer purchased.
• Dispute Resolution. The parties will attempt to resolve any claim, or dispute or controversy (whether in contract, tort or otherwise) against Barracuda Networks, its agents, employees, successors, assigns or affiliates (collectively for purposes of this paragraph, "Barracuda Networks" ) arising out of or relating to this Agreement, Barracuda Networks advertising, or any related purchase (a "Dispute" ) through face to face negotiation with persons fully authorized to resolve the Dispute or through mediation utilizing a mutually agreeable mediator, rather than through litigation. If the parties are unable to resolve the Dispute through negotiation or mediation within a reasonable time after written notice from one party to the other that a Dispute exists, the Dispute will be settled by binding arbitration in accordance with the then current CPR Rules for Non-Administered Arbitration. The Arbitration will be conducted before three (3) independent and impartial arbitrators. Barracuda Networks will appoint one (1) arbitrator and the other party or parties will appoint one (1) arbitrator. The two (2) appointed arbitrators will then select a third arbitrator, who shall be the presiding arbitrator. The arbitration hearing shall take place in Cupertino, California and will be governed by the United States Federal Arbitration Act to the exclusion of any inconsistent state laws. The arbitrators shall base their award on the terms of this Agreement, and will follow the law and judicial precedents that a United States District Judge sitting in the county of Santa Clara would apply to the Dispute. The arbitrators shall render their award in writing and will include the findings of fact and conclusion of law upon which their award is based. Judgment upon the arbitration award may be entered by any court of competent jurisdiction. The existence or results of any negotiation, mediation or arbitration will be treated as confidential. Notwithstanding the foregoing, either party will have the right to obtain from a court of competent jurisdiction a temporary restraining order, preliminary injunction or other equitable relief to preserve the status quo or prevent irreparable harm, although the merits of the underlying Dispute will be resolved in accordance with this paragraph.
• Headings. The section headings used herein are for convenience of reference only and do not form a part of these terms and conditions, and no construction or inference shall be derived therefrom.
• Waiver. The failure of either party to enforce at any time or for any period of time the terms of this document shall not be construed as a waiver of such terms or the rights of such party there- after to enforce each term contained herein.
• Severability. If any term or condition of this agreement is held void or unenforceable, it shall be severed, and every other provision shall be enforced as if the void or unenforceable term or condition had never been a part hereof.