Product and Resale Terms

These Product and Resale Terms (the "Resale Terms") govern Client's purchase of hardware, software licenses, cloud subscriptions, maintenance, and third-party services (each a "Product") that Z7 Solutions LLC resells, provisions, or procures on Client's behalf under a quote, order form, or Statement of Work that references these Resale Terms. By issuing a purchase order against a Z7 quote, accepting a Z7 quote, or paying a Z7 invoice for a Product, Client accepts these Resale Terms, and acceptance forms a binding contract. Services that Z7 performs are governed by the Statement of Work Terms of Business at z7solutions.com/statement-of-work-terms/ (the "SOW Terms"), not by these Resale Terms. Capitalized terms not defined here have the meanings given in the SOW Terms.

1.1 A Z7 quote is valid for 28 days unless stated otherwise. Z7 may amend prices before acceptance due to manufacturer, publisher, currency, or supply factors.

1.2 An order is accepted when Z7 confirms it or fulfills it. Z7 may decline or cancel an order, in whole or part, for credit, availability, pricing error, or compliance reasons, and Z7's sole liability for a declined order is a refund of amounts prepaid for the undelivered Product.

1.3 Pre-printed or conflicting terms on a Client purchase order or portal are rejected unless accepted in writing by an authorized officer of Z7.

1.4 Pricing and product descriptions are subject to correction. Z7 may correct an obvious or manifest error in a quote, price, or product description at any time before delivery, even after an order is otherwise accepted, and may cancel the affected order if Client does not accept the corrected price. Z7's sole liability for a corrected or cancelled order is a refund of amounts prepaid for the affected, undelivered Product.

2.1 Prices are in US dollars and exclude shipping, handling, insurance, and taxes. Client is responsible for all sales, use, excise, and similar taxes other than taxes on Z7's net income, and will provide a valid exemption certificate where tax-exempt.

2.2 Payment terms are net 15 from invoice date unless the order states otherwise. Past-due amounts are subject to a late-payment charge at the lesser of 1.5 percent per month or the maximum rate permitted by law.

2.3 Manufacturer, publisher, or vendor price increases and currency adjustments on Products are passed through, at cost plus Z7's then-current administrative margin, with reasonable notice.

3.1 Each Product is governed by the manufacturer's or publisher's own license, subscription, support, warranty, and acceptable-use terms (the "Vendor Terms"). Client agrees to the applicable Vendor Terms by ordering the Product.

3.2 Z7 is an authorized reseller and provisioning partner, not the manufacturer or publisher. Z7 passes through manufacturer and publisher warranties and remedies to the extent permitted and assigns to Client any pass-through rights Z7 is able to assign.

3.3 Z7 is not the agent of any manufacturer or publisher, cannot bind one, and makes no representation or commitment about a Product beyond these Resale Terms and the Vendor Terms. Statements in a manufacturer's or publisher's materials are that party's statements, not Z7's.

4.1 Software licenses and cloud subscriptions are licensed, not sold, and are subject to the publisher's license and subscription terms. For Microsoft cloud subscriptions that Z7 provides under the Microsoft Cloud Solution Provider program, Client must accept the Microsoft Customer Agreement, in the version Microsoft designates for Client's customer type, before Z7 can place an order, either directly in the Microsoft 365 admin center or by authorizing Z7 in writing to confirm Client's acceptance to Microsoft; Z7 will not confirm acceptance on Client's behalf without that authorization. Microsoft, not Z7, provides the Microsoft services under that agreement, including Microsoft's own service level agreements and data protection terms, and Z7 will help Client submit service-credit claims to Microsoft as the program allows. Google Workspace and other publishers' subscriptions are subject to the publisher's terms, which Client must accept as the publisher requires.

4.2 Subscription commitments, term lengths, billing frequency, auto-renewal, seat true-up, and cancellation or reduction windows follow the publisher's then-current program rules and are not set by Z7. For subscriptions under the Microsoft New Commerce Experience, Client may cancel a subscription or reduce seat count only within the publisher's cancellation window, which is currently 168 hours (7 calendar days) after the purchase or renewal date, after which the committed term and seat count are locked and the full subscription charge for the committed term remains payable whether or not the subscription is used, cancelled, or reduced. Other publishers, including Google, apply their own commitment and cancellation rules. Client is solely responsible for requesting cancellations, seat reductions, and plan changes far enough in advance for Z7 to act within the publisher's window, and Z7 is not liable for a cancellation or reduction the publisher refuses or that is requested after the window closes.

4.3 Client is responsible for using licenses and subscriptions only within their entitlements and for license compliance. Client will cooperate with any publisher or manufacturer license audit and will promptly true up any shortfall. Client is responsible for, and will reimburse Z7 for, any audit findings, true-up charges, penalties, or back-licensing fees a publisher or manufacturer assesses that arise from Client's use, and Z7 may pass these through at cost plus Z7's then-current administrative margin.

4.4 Unless the publisher's program or the order states otherwise, software and cloud subscriptions automatically renew at the end of each committed term for a successive term of equal length at the publisher's then-current rates, and the publisher's cancellation window resets on each renewal. To prevent renewal, Client must submit a non-renewal request to Z7 with enough lead time for Z7 to process it before the publisher's renewal cutoff, and in no event fewer than 10 days before the end of the then-current term. Z7 is not responsible for renewals that lock because Client did not provide timely non-renewal instructions. Section 10.3 governs renewals for a Government Client.

4.5 To provision and support Microsoft and other cloud subscriptions, Client authorizes Z7 to hold the delegated administrative roles that the publisher's program uses (for Microsoft, granular delegated admin privileges), limited to the roles and duration the Services need. Client may remove those roles at any time, but Z7 is then not responsible for Services that depend on them.

4.6 Client may move a subscription to another partner or directly to the publisher as the publisher's program allows. A move does not end Client's obligation to pay Z7 for a committed term or seat count already locked under Section 4.2, unless the publisher transfers the remaining commitment and Z7 is released from it.

5.1 Physical Products are delivered FOB origin. Risk of loss passes to Client on delivery to the carrier. Title to hardware passes on Z7's receipt of full payment. Software and subscriptions are delivered electronically and title to media, where any, follows the hardware rule.

5.2 Delivery dates are estimates. Z7 is not liable for delivery delays caused by manufacturers, carriers, or supply conditions beyond Z7's reasonable control.

6.1 Returns, cancellations, and warranty claims for Products follow the applicable manufacturer or publisher policy. Software licenses and cloud subscriptions are generally non-returnable and non-refundable once provisioned, except as the publisher permits.

6.2 Hardware returns require a return authorization and may be subject to manufacturer restocking fees. Dead-on-arrival and defective hardware is handled under the manufacturer's warranty and RMA process, which Z7 will facilitate.

7.1 Z7's sole warranty for Products is to pass through the manufacturer's or publisher's warranty to the extent permitted. EXCEPT FOR THAT PASS-THROUGH, PRODUCTS ARE PROVIDED BY Z7 AS IS, AND Z7 DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, FOR THE PRODUCTS THEMSELVES.

7.2 Z7 does not warrant that any Product will be uninterrupted, error-free, or secure. Manufacturer and publisher hardware, software, and cloud failures are the responsibility of that manufacturer or publisher. Security Products reduce risk and do not guarantee that any threat will be prevented or detected, and Section 11.3 of the SOW Terms applies to them.

8.1 Except for the Excluded Claims in Section 8.2, Z7's total cumulative liability arising from or related to a Product is capped at the amount Client paid Z7 for that Product, and Z7 is not liable for indirect, incidental, special, consequential, or punitive damages, including lost profits, lost revenue, loss of data, or loss of business, even if advised of the possibility. This cap applies regardless of the theory of liability and notwithstanding the failure of essential purpose of any limited remedy.

8.2 The cap in Section 8.1 does not limit: (a) Client's obligation to pay for Products ordered, including amounts that remain payable for a committed publisher term under Section 4; (b) a party's gross negligence, willful misconduct, or fraud; (c) Client's indemnification obligations and breach of the Vendor Terms or any third-party EULA; (d) Client's breach of the export, sanctions, and compliance obligations in Section 9; or (e) liabilities that cannot be limited under applicable law.

8.3 Where Client claims a refund or credit for a Product, Z7's liability is limited to the amount Z7 is actually able to recover from the manufacturer, publisher, or upstream distributor for that Product. For Products, the per-Product cap in this Section controls over the general and security caps in the SOW Terms; those caps apply to Services, not to Products. This Section is supplemented by the limitation of liability in the SOW Terms.

8.4 Client will defend Z7 against, and pay amounts finally awarded or agreed in settlement for, a third-party claim, including a claim or audit by a manufacturer or publisher, arising from Client's breach of the Vendor Terms, use of a Product beyond its license or entitlements, or violation of Section 9, under the procedure in Section 13.3 of the SOW Terms. This Section is modified for Government Clients under Section 10.3.

8.5 Z7 gives no intellectual-property indemnity of its own for Products. Any infringement indemnity a manufacturer or publisher offers passes through to Client to the extent Z7 is able to pass it through, and that pass-through is Client's sole remedy against Z7 for infringement by a Product.

Products and any related technical data are subject to US export-control and economic-sanctions laws, including the Export Administration Regulations and rules administered by the Office of Foreign Assets Control. Client will not export, re-export, or transfer a Product in violation of those laws or to a sanctioned party or destination.

10.1 Products and licenses are offered as commercial products and commercial services. Manufacturer and publisher commercial terms and any government-specific terms pass through to a government Client.

10.2 Consistent with Section 889 of the FY2019 NDAA and related supply-chain rules, Z7 will not knowingly provide covered telecommunications equipment or services as a substantial or essential component of any Product furnished to a government Client, and will provide supply-chain information reasonably requested to support the government Client's compliance. Payment obligations of a government Client are subject to the availability and appropriation of funds, and a government Client may terminate or suspend an order for non-appropriation, in which case it is liable only for Products delivered and accepted through the effective date of termination.

10.3 Schedule A of the SOW Terms applies to Products ordered by a Government Client, including Section A.14 for orders under Z7's GSA Multiple Award Schedule contract and other federal contract vehicles. For a Government Client, a subscription renews only on a new order or the Client's express written consent, the late-payment charge in Section 2.2 is replaced by the prompt-payment law that applies to the Client, and Section 8.4 applies only to the extent the Client's governing law permits.

These Resale Terms govern Products. The SOW Terms govern Services. The Data Processing Addendum governs Z7's processing of personal data. A separately negotiated and signed master agreement, if one exists between the parties, controls over these Resale Terms. The general provisions of the SOW Terms, including order of precedence, confidentiality, governing law (Florida), dispute resolution, force majeure, assignment, notices, updates, and entire agreement, and Schedules A and D of the SOW Terms where they apply, apply to these Resale Terms and are incorporated by reference.

Z7 Solutions LLC · 7380 W Sand Lake Rd, Suite 500-110, Orlando, FL 32819 · (844) 974-8669 · z7solutions.com