ShopRocket, LLC d/b/a OktoRocket
1. Scope and Applicability
These OktoRocket Hardware Sales Terms and Conditions (“Hardware Terms”) govern the sale of telephones, adapters, headsets, gateways, and other physical equipment (“Hardware”) by ShopRocket, LLC, a Tennessee limited liability company doing business as OktoRocket (“OktoRocket,” “we,” or “us”) to customers (“Customer”, “you” or “your”). These Hardware Terms apply in addition to, and do not replace, OktoRocket’s online Terms and Conditions, Fulfillment Policy or signed Master Services Agreement governing the underlying SaaS and VoIP services you receive from OktoRocket. Where Customer has signed a Master Services Agreement, the order of precedence set forth in that agreement applies. In all other cases, in the event of a conflict specific to Hardware purchases, these Hardware Terms control. Capitalized terms used but not defined in these Hardware Terms have the meanings given to them in Customer’s governing agreement.
2. Orders, Pricing, and Payment
All Hardware orders are subject to acceptance by OktoRocket. OktoRocket may accept, reject, or partially fulfill any order at its discretion, including due to inventory availability or pricing errors. No order is binding on OktoRocket until accepted, and acceptance occurs on shipment or on written confirmation, whichever occurs first.
Prices are as quoted at the time of order and are exclusive of applicable sales, use, or excise taxes, which are Customer’s responsibility unless a valid exemption certificate is provided before the order is placed. Exemptions are applied prospectively only.
Unless the quote or invoice states otherwise, prices are exclusive of shipping, handling, insurance and any duties, and those amounts will be added to Customer’s invoice. Customer is responsible for confirming the accuracy of the shipping address it provides, and for any additional charges resulting from an incorrect address or a failed or refused delivery.
Payment is due at time of order unless otherwise agreed in writing. Hardware is billed on a full-order basis, and no partial payment or proration applies to Hardware purchases.
3. Shipping, Risk of Loss, and Title
Shipping timelines provided are estimates only. OktoRocket is not liable for delay in or failure of delivery caused by a carrier, a supplier, or any other cause beyond its reasonable control. OktoRocket may ship partial orders and may substitute a model of equivalent or better specification where the ordered model is unavailable or discontinued, subject to Customer’s right to return the substituted unit under Section 5 below.
Risk of loss and damage passes to Customer upon delivery at the shipping address Customer provides, unless otherwise required by applicable law.
Title to Hardware passes to Customer upon full payment. OktoRocket represents that title to all Hardware shall be free from any security interests, liens, and encumbrances at the time of delivery to Customer.
Hardware may be new or, where identified at the time of order, factory-refurbished. Refurbished Hardware is covered by the applicable original equipment manufacturer’s (“Manufacturer”) warranty for refurbished equipment.
4. Manufacturer Warranty; Disclaimer of OktoRocket Warranty
Hardware is covered solely by the Manufacturer warranty, the terms of which are provided by the Manufacturer and incorporated by reference. OktoRocket passes through, but does not itself provide or extend, any Manufacturer warranty, in each case to the extent such warranty is transferable. OktoRocket makes no representation as to the scope, duration or continued availability of any Manufacturer warranty, and has no obligation if the Manufacturer fails to honor such warranty.
EXCEPT FOR THE MANUFACTURER’S WARRANTY PASSED THROUGH ABOVE, OKTOROCKET SUPPLIES HARDWARE “AS IS” AND DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW. OKTOROCKET DOES NOT WARRANT THAT HARDWARE WILL BE COMPATIBLE WITH ANY NETWORK, SERVICE OR EQUIPMENT NOT SUPPLIED BY OKTOROCKET, OR THAT IT WILL OPERATE WITHOUT INTERRUPTION OR ERROR.
Customer’s exclusive remedy for a defective unit during the Manufacturer’s warranty period is repair or replacement as provided under the Manufacturer’s warranty terms, processed through OktoRocket’s RMA process described below.
Any warranties, conditions, or terms implied by common law, statute, or otherwise in connection with these Hardware Terms are expressly excluded to the fullest extent permitted by law. Some jurisdictions do not allow the exclusion of implied warranties; in those jurisdictions, the exclusions above apply only to the extent permitted by law.
Hardware may contain embedded software or firmware. Any such software is licensed, not sold, and is subject to the Manufacturer’s license terms. Customer acquires no right in any such software other than the right to use it as embedded in the Hardware, and may not copy, modify, reverse engineer or extract it except as permitted by the Manufacturer or by applicable law.
Installation, configuration, provisioning and network setup are not included in the purchase price unless expressly stated in the applicable quote, order or subscription agreement, and are provided, if at all, as professional services under Customer’s governing agreement.
5. Return Merchandise Authorization (“RMA”) Process
Customer must open a support ticket with OktoRocket prior to returning any Hardware; unauthorized returns may be refused or subject to delay. Customer’s support ticket will initiate the RMA process for any Hardware return, and OktoRocket will coordinate the applicable RMA process with Customer.
Hardware may be returned within thirty (30) days after delivery only if it is damaged, defective, not the Hardware ordered or ordered by Customer in error. Customer must notify OktoRocket at support@oktorocket.com of any such issue within that thirty (30)-day period. All returned Hardware must be in its original packaging with all accessories, unless being returned because of a missing accessory. Hardware ordered by Customer in error must also be unopened, unused and undamaged, with no broken seals.
- Hardware that is (i) damaged, defective or not the Hardware ordered and (ii) accepted for return during the first thirty (30) days will be repaired or replaced, or the purchase price will be credited or refunded, in accordance with the applicable vendor’s RMA process.
- After that thirty (30)-day period, defective Hardware will be handled under the applicable Manufacturer warranty and processed through OktoRocket’s RMA process. Hardware confirmed defective under a Manufacturer warranty will be repaired or replaced in accordance with the Manufacturer’s terms. OktoRocket does not issue cash refunds for warranty claims after the thirty (30)-day period unless required by law.
If accepted for return, Hardware ordered by Customer in error, or returned as damaged or defective but determined to be in working order, will be credited or refunded at the purchase price paid, less a restocking fee equal to twenty percent (20%) of that purchase price and all associated return shipping costs. If OktoRocket does not accept the return of any such Hardware, including because Hardware ordered in error does not satisfy the return conditions above, OktoRocket may return the Hardware to Customer at Customer’s expense. Return shipping costs for Hardware confirmed to be damaged, defective or not the Hardware ordered will be handled in accordance with the applicable vendor or Manufacturer policy.
Customer is solely responsible for removing all data, credentials, configurations and account information from any Hardware before returning it, and for restoring such Hardware to factory settings. OktoRocket is not responsible for any such data, credentials, configurations or account information remaining on returned Hardware.
Custom, special-order and non-stock Hardware is non-returnable except as otherwise provided in this Section.
6. Regulatory Compliance Specific to VoIP Hardware
Certain Hardware (e.g., IP phones, ATAs) is intended for use with OktoRocket’s VoIP services and is subject to FCC E911 obligations described in OktoRocket’s 911/E911 Notice. Customer is responsible for ensuring Registered Location information is accurate for any location where Hardware is installed.
Customer acknowledges that Hardware used with VoIP service depends on electrical power and internet connectivity, and that 911 and E911 calling will not function during a power outage, an internet outage, or a service suspension. Customer is responsible for maintaining an alternative means of contacting emergency services.
Hardware is provided subject to FCC equipment authorization requirements (47 CFR Part 15/68, as applicable). Customer may not modify Hardware in a manner that voids its FCC equipment authorization.
Customer is responsible for disposing of Hardware at end of life in accordance with applicable electronic waste and recycling laws.
7. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, (I) OKTOROCKET’S TOTAL LIABILITY ARISING FROM OR RELATED TO THE SALE OF HARDWARE SHALL NOT EXCEED THE AMOUNT PAID BY CUSTOMER FOR THE SPECIFIC UNIT(S) OF HARDWARE GIVING RISE TO THE CLAIM; AND (II) IN NO EVENT SHALL OKTOROCKET BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS, REVENUE, DATA, BUSINESS OR GOODWILL, ARISING FROM OR RELATED TO THE SALE OF HARDWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATIONS IN THIS SECTION REFLECT THE ALLOCATION OF RISK BETWEEN THE PARTIES, FORM AN ESSENTIAL BASIS OF THE BARGAIN, AND APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
8. Indemnification
Customer shall indemnify, defend and hold harmless OktoRocket, and its officers, directors, employees, agents and affiliates, from and against all third party claims, losses, damages, liabilities and expenses, including reasonable attorneys’ fees, arising out of or relating to Customer’s misuse, unauthorized modification, improper installation or negligent handling of Hardware, Customer’s use of Hardware in violation of applicable law or these Hardware Terms, or Customer’s failure to maintain accurate Registered Location information, except to the extent caused by a defect in the Hardware as manufactured.
9. Export Compliance
Hardware may be subject to U.S. export control laws. Customer agrees not to export or re-export Hardware in violation of such laws and represents it is not located in, or a national of, any country subject to U.S. embargo, and is not on any U.S. government restricted party list, including any list administered by the Office of Foreign Assets Control.
Hardware is sold for use in the United States. Customer is responsible for compliance with the laws of any other jurisdiction in which it elects to use Hardware, including any local type approval or equipment authorization requirement.
10. Force Majeure
Except for payment obligations under these Hardware Terms, neither party shall be liable for failing or delaying performance of its obligations hereunder to the extent that such failure or delay is due, in whole or in part, to any condition beyond its reasonable control, including without limitation governmental action, supply chain disruption, pandemics or epidemics, acts of terrorism, war, earthquake, fire, flood or other acts of God, labor conditions, failure of communication equipment, power failures, Internet disturbances, and any act, omission, outage or failure of any upstream carrier, telecommunications provider, hosting provider or other third-party service provider.
11. Cancellation
Orders for Hardware may be canceled prior to shipment without penalty. However, custom, special-order and non-stock Hardware may not be canceled once the order has been placed with the supplier. Orders for Hardware may not be canceled after shipment, and Hardware may be returned only as permitted under Section 5 above.
12. Governing Law
These Hardware Terms are governed by the laws of the State of Tennessee, without regard to conflict of laws principles, and any dispute will be brought exclusively in the state or federal courts located in Williamson County, Tennessee, and the parties consent to the personal jurisdiction of such courts. The United Nations Convention on Contracts for the International Sale of Goods does not apply. EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THESE HARDWARE TERMS.
13. General
OktoRocket may modify these Hardware Terms at any time by posting a revised version with an updated “Last Updated” date. The version in effect at the time an order for Hardware is accepted governs that order. These Hardware Terms, together with OktoRocket’s online Terms and Conditions, Fulfillment Policy and/or signed Master Services Agreement (as applicable) and any Manufacturer warranty documentation, constitute the entire agreement between the parties regarding Hardware purchases, and supersede any prior or contemporaneous understandings on that subject. Any purchase order, acknowledgement or other Customer document containing terms additional to or different from these Hardware Terms is rejected and has no effect, notwithstanding OktoRocket’s acceptance of an order or payment. If any provision of these Hardware Terms is held invalid, illegal or unenforceable, the remaining provisions remain in full force and effect. No failure or delay in exercising any right operates as a waiver of that right. Notices to Customer will be sent to the billing or account contact on file, by email or through Customer’s account portal. Notices to OktoRocket must be sent to ShopRocket, LLC d/b/a OktoRocket, 660 Bakers Bridge Avenue, Suite 200, Franklin, Tennessee 37067, Attention: Legal, or to legal@oktorocket.com. Customer may not assign these Hardware Terms or any order for Hardware without OktoRocket’s prior written consent. These Hardware Terms confer no rights on any person other than the parties and their permitted successors and assigns. All provisions of these Hardware Terms that by their nature are intended to survive termination shall survive.