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age and sent prepaid and packaged appropriately for safe shipment.
ARRIS will use commercially reasonable efforts to ship any repaired or
replaced Product to You, at ARRIS’ expense, not later than thirty (30)
days after ARRIS receives the defective Product. ARRIS warrants the
repaired or replaced Hardware or Software for the longer of the re-
mainder of the unexpired applicable Warranty Period or 90 days. Not-
withstanding the above, if any return is due to errors or defects for
which ARRIS is not responsible or not otherwise covered by the War-
ranty, You shall be liable for and reimburse ARRIS for shipping and re-
lated expenses.
14. DISCLAIMER OF WARRANTY
EXCEPT AS AGREED TO IN A SEPARATE WRITING BETWEEN THE PAR-
TIES, THESE WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES
WITH RESPECT TO THE SOFTWARE AND/OR SYSTEM DELIVERED TO
YOU HEREUNDER, WHETHER STATUTORY, BY OPERATION OF LAW, EX-
PRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED
WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PUR-
POSE, NON-INFRINGEMENT, TITLE AND ANY WARRANTIES ARISING
OUT OF USAGE OR TRADE. THIS WARRANTY IS APPLICABLE SOLELY
TO YOU AND NOT TO ANY SUCCESSOR IN INTEREST OR ANY OTHER
THIRD PARTY. NO WAIVER, ALTERATION, OR MODIFICATION OF THIS
WARRANTY SHALL BE BINDING AGAINST ARRIS UNLESS IN WRITING
AS A SEPARATE AMENDMENT HERETO AND SIGNED BY AN ARRIS AU-
THORIZED EXECUTIVE.
15. WARRANTY LIMITATIONS
ARRIS shall be relieved of all obligations and liability under the War-
ranty provisions set forth herein, if:
a. The Hardware or Software is operated with, or the error or defect is
due to, any accessory, equipment, software or part not approved or
sold by ARRIS; or
b. The Hardware or Software was not installed, operated and main-
tained in accordance with ARRIS’ instructions and Documentation; or
c. The Hardware or Software has been repaired, altered or modified by
someone other than ARRIS; or
d. You do not notify ARRIS in writing of the error or defect within the
applicable Warranty Period with sufficient information for ARRIS to
identify and reproduce such error or defect, or fail to return the defec-
tive Hardware or Software according to the terms of this Agreement;
or
e. ARRIS demonstrates that the alleged error or defect in the Software
or Hardware does not exist or was caused by Your or any third party’s
misuse, neglect, improper installation or testing, or negligent repair or
any other cause beyond the range of the intended use, or by accident,
fire, lightening or other hazard or act of God.
16. MISCELLANEOUS
16.1 If any term, condition, or provision in this Agreement is found to
be invalid, unlawful or unenforceable to any extent, the remaining
terms, conditions and provisions will continue to be valid and enforce-
able to the fullest extent permitted by law.
16.2 You may not assign or transfer this Agreement nor any rights
hereunder, in whole or in part, whether voluntary or by operation of
law without ARRIS’ prior written consent. Subject to the foregoing, this
Agreement will be binding upon and will inure to the benefit of the par-
ties and their respective successors and assigns.
16.3 This Agreement (including any addenda hereto signed by both
parties) represents the entire agreement of the parties with respect to
the subject matter of this Agreement and supersedes all previous com-
munications, representations, understandings and agreements, either
oral or written, between the parties with respect to said subject matter.
16.4 This Agreement may not be amended, except in writing, signed
by both parties. No terms, provisions or conditions of any purchase or-
der, acknowledgment or other business form that You may use in con-
nection with the acquisition or licensing of the Software will have any
effect on the rights, duties or obligations of the parties under, or oth-
7


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