BORDERLAN, INC. TERMS AND CONDITIONS OF SALE

BORDERLAN, INC. TERMS AND CONDITIONS OF SALE

1. Reseller Only. BorderLAN, Inc. (“BorderLAN”) resells third-party products, subscriptions and services (the “Products”) that are provided solely by their manufacturer, publisher or service provider (the “Manufacturer”). Customer selected the Products based on its own evaluation. BorderLAN provides no installation, deployment, configuration, integration, technical support, maintenance, monitoring, threat detection, incident response, administration or security services for the Products unless a separate services agreement signed by a BorderLAN officer says otherwise. Any information BorderLAN personnel provide about a Product is derived from the Manufacturer and is not a representation or warranty by BorderLAN.
2. Manufacturer Terms. Customer’s access to and use of the Products are governed solely by the Manufacturer’s end user license, subscription, service level, privacy and other terms (the “Manufacturer Terms”), and Customer’s acceptance of them is a condition of delivery or activation. BorderLAN is not a party to, and has no authority to modify, the Manufacturer Terms. Customer’s sole and exclusive remedies for any defect, failure, interruption, non-performance or Security Incident relating to a Product are those provided by the Manufacturer under the Manufacturer Terms. BorderLAN is entitled to rely upon information, specifications, service descriptions and product documentation supplied by the Manufacturer and shall not be liable for inaccuracies or omissions therein.
3. Warranty Disclaimer. ALL WARRANTIES, SERVICE LEVELS AND SUPPORT FOR THE PRODUCTS, IF ANY, ARE PROVIDED SOLELY BY THE MANUFACTURER AND ARE PASSED THROUGH TO CUSTOMER TO THE EXTENT ASSIGNABLE. BORDERLAN RESELLS THE PRODUCTS “AS IS” AND DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND ANY WARRANTY THAT A PRODUCT WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE, OR WILL FILTER, BLOCK, DETECT OR PREVENT ANY CONTENT, THREAT, SECURITY INCIDENT OR RISK TO ANY PERSON’S HEALTH OR SAFETY. NO STATEMENT BY BORDERLAN PERSONNEL CREATES A WARRANTY.
4. Manufacturer Changes. If the Manufacturer modifies, suspends or discontinues a Product, changes the Manufacturer Terms, or ends its relationship with BorderLAN, Customer consents to receiving the Product from the Manufacturer directly or through another authorized reseller for the remainder of its term, and BorderLAN’s only obligation is to pass through any refund or credit it actually receives from the Manufacturer for the unused portion, less amounts Customer owes BorderLAN. This Section does not excuse a suspension caused by BorderLAN’s failure to pay the Manufacturer amounts Customer has paid to BorderLAN. If a Manufacturer increases pricing, changes licensing requirements or imposes additional charges during a subscription term, BorderLAN may adjust Customer’s fees solely to the extent necessary to reflect such changes.
5. Orders and Payment. Orders are binding upon BorderLAN’s acceptance and are non-cancellable once placed with the Manufacturer. Unless the quote states otherwise, subscriptions are invoiced annually in advance and invoices are due within 30 days. Fees are non-refundable except as provided in Section 4 and exclude taxes, duties and shipping, which Customer will pay. Undisputed overdue amounts accrue interest at the lesser of 1% per month or the maximum rate permitted by law, and BorderLAN may notify the Manufacturer, which may suspend the affected Products without liability to BorderLAN.
6. Confidentiality. Customer will not disclose or use any non-public business, pricing, product, supplier or other confidential information of BorderLAN except as necessary to evaluate, purchase or use the Products. This obligation does not apply to information that is publicly available, independently developed, lawfully obtained from a third party, or already known without restriction. For clarity, Customer Data maintained within a Product is not deemed confidential information received by BorderLAN solely because BorderLAN resells the Product. These obligations survive for five (5) years after termination of the applicable order, except for trade secrets, which remain protected for so long as they qualify as trade secrets under applicable law.
7. Data and Security. BorderLAN does not host, store, access, process, monitor or manage any data, content, records, telemetry, activity or alerts submitted to or collected by the Products (“Customer Data”), including personal information, health information, student records and student-generated content. BorderLAN shares with the Manufacturer only the contact, account and order information needed to provision and invoice the Products. The Manufacturer is solely responsible for the security of Customer Data and for any unauthorized access to, or loss, disclosure or alteration of, Customer Data or any compromise of the Manufacturer’s systems (a “Security Incident”), and BorderLAN has no liability for any Security Incident. BorderLAN is not a processor, service provider, business associate or school official with respect to Customer Data. Customer is solely responsible for entering into any data processing, business associate, student data privacy or similar agreement directly with the Manufacturer, and for determining whether the Products meet the laws and policies that apply to Customer. To the extent either party uses artificial intelligence, machine learning, or similar technologies in connection with this Agreement, that each party remains solely responsible for reviewing and validating any resulting outputs, recommendations, communications, content, or decisions. AI-generated outputs are not a substitute for human review, independent judgment, or compliance with applicable contractual and legal obligations.
8. Filtering, Monitoring and Safety Products. No Product that filters, blocks, monitors or flags content, user activity or risks to user safety (a “Safety Product”) blocks or detects everything, and any Safety Product may be bypassed, misconfigured, unavailable or fail. Safety Products are not a substitute for supervising users and are not the sole means of protecting any person’s health or safety. Customer and the Manufacturer are solely responsible for configuring filtering and monitoring policies, reviewing and responding to alerts, supervising users, and notifying parents, guardians, emergency services or other authorities. BorderLAN does not configure, operate, monitor, review alerts from or respond to any Safety Product. Education customers are solely responsible for compliance with student data and internet safety laws and with their own internet safety policies.
9. Indemnification. Any defense or indemnity against claims that a Product infringes third-party intellectual property rights is provided solely by the Manufacturer. To the fullest extent permitted by law, Customer will defend, indemnify and hold harmless BorderLAN and its officers, directors, employees and agents from third-party claims and resulting damages, losses, costs and expenses (including reasonable attorneys’ fees) arising from: (a) use, misuse, configuration or deployment of the Products by Customer or its users, including claims involving financial loss, property damage, personal injury, bodily harm or death; (b) Customer Data; (c) the failure of any Safety Product to filter, block, detect or alert on any content, activity or risk; or (d) Customer’s breach of these Terms or the Manufacturer Terms; except to the extent caused by BorderLAN’s gross negligence or willful misconduct.
10. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, BORDERLAN WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, LOST PROFITS, REVENUE OR DATA, BUSINESS INTERRUPTION, FINES OR PENALTIES, OR SECURITY INCIDENT INVESTIGATION, REMEDIATION OR NOTIFICATION COSTS, UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THEIR POSSIBILITY. BORDERLAN’S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS AND THE PRODUCTS WILL NOT EXCEED THE AMOUNTS CUSTOMER PAID BORDERLAN FOR THE SPECIFIC PRODUCT GIVING RISE TO THE CLAIM IN THE 12 MONTHS BEFORE THE CLAIM AROSE. THESE LIMITS DO NOT APPLY TO LIABILITY THAT CANNOT BE LIMITED BY LAW, INCLUDING LIABILITY FOR BORDERLAN’S FRAUD OR WILLFUL MISCONDUCT.
11. Entire Agreement. These Terms and the applicable BorderLAN quote are the entire agreement between BorderLAN and Customer for the Products. BorderLAN’s acceptance of any order is expressly conditioned on Customer’s assent to these Terms, and BorderLAN rejects any additional or different terms in any Customer purchase order, portal or other document, even if BorderLAN fulfills the order, unless a BorderLAN officer accepts them in a signed writing. The version of these Terms in effect on the quote date governs that order.
12. General. These Terms are governed by California law, without regard to conflict of laws principles; the UN Convention on Contracts for the International Sale of Goods does not apply. Exclusive venue is the state or federal courts in San Diego County, California. Any claim against BorderLAN must be brought within one year after it accrues. Customer is responsible for complying with export control and sanctions laws. BorderLAN is not liable for delays or failures beyond its reasonable control, including Manufacturer delays and outages. Customer may not assign any order without BorderLAN’s written consent. Any unenforceable provision will be enforced to the maximum extent permitted, and the remainder will stay in effect. Sections 2 through 12 survive completion of any order.