Atlas7 Sales Terms
Atlas7 Sales Terms
1. Scope.
Pursuant to the written offer (the “Quote”) to sell certain services, support, hardware and/or software products (the “Solutions”), which incorporates these Atlas7 Terms and Conditions and the Provider’s Terms and Conditions (collectively, the “Terms and Conditions”), Atlas7, LLC, a Delaware Limited Liability Company (“Atlas7”), hereby sells to the client named on the Quote (“Client”) such Solutions referenced therein. Atlas7 and Client shall be collectively referred to as the Parties.
2. Governing Documents and Quote Acknowledgment.
The following documents govern the relationship between the Parties with respect to any transaction, in descending order of precedence: (1) any separately executed written agreement signed by authorized representatives of both Parties (including any Master Sales Agreement, Professional Services Agreement, or Statement of Work); (2) any Change Order accepted in writing by Atlas7; (3) any Atlas7 Quote; and (4) these Terms and Conditions. In the event of a conflict between documents of different precedence, the higher-ranked document controls. Where a lower-ranked document expressly and specifically addresses a subject matter not addressed in a higher-ranked document, the more specific provision prevails.
Solution Provider terms and conditions govern the relationship between Client and the applicable Solution Provider with respect to their subject matter and prevail over all documents in this hierarchy as to that subject matter.
THESE TERMS AND CONDITIONS AND THE QUOTE CONSTITUTE THE FINAL, COMPLETE, AND EXCLUSIVE AGREEMENT BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER HEREOF, AND SUPERSEDE ALL PRIOR OR CONTEMPORANEOUS PROPOSALS, UNDERSTANDINGS, REPRESENTATIONS, WARRANTIES, PROMISES, AND OTHER COMMUNICATIONS, WHETHER ORAL OR WRITTEN. ANY TERM OR CONDITION IN ANY ORDER, CONFIRMATION, OR OTHER DOCUMENT FURNISHED BY CLIENT WHICH IS INCONSISTENT WITH OR IN ADDITION TO THESE TERMS AND CONDITIONS IS HEREBY EXPRESSLY REJECTED, AND SHALL HAVE NO EFFECT WHATSOEVER. CLIENT'S PURCHASE OF THE SOLUTIONS IS EXPRESSLY MADE IN RELIANCE ON CLIENT'S ASSENT TO THESE TERMS AND CONDITIONS.
Client acknowledges and agrees that: (a) any Purchase Order sent by Client to Atlas7 is made subject to these Terms and Conditions; (b) these Terms and Conditions govern and prevail notwithstanding any discrepancy or conflict with any terms contained in any Purchase Order, Statement of Work, or other document submitted by Client; (c) Atlas7 reserves the right to refuse or accept any Purchase Order in its sole discretion without penalty or liability; and (d) Atlas7's acceptance of any Purchase Order is conditioned on Client's acceptance of these Terms and Conditions. Acceptance is deemed made by Client's signature on a Quote and/or issuance of a Purchase Order referencing the applicable Atlas7 Quote.
3. Shipment and Delivery.
Atlas7 will accept Client’s Purchase Orders under these Terms and Conditions for requested delivery of Solutions pursuant to the Quote expiration date. Client is responsible for payment of all costs relating to the transportation and delivery of the Solutions. Atlas7 will make reasonable efforts, but will not be obligated, to deliver the Solutions in accordance with Client’s shipping instructions and choice of carrier. In the absence of written shipping instructions from Client, Atlas7 shall select the carrier. If Atlas7 selects the carrier, Atlas7 will schedule shipment subject to Atlas7’s shipping capacity at the time Client’s order is accepted or as soon as reasonably practical thereafter. All products will be shipped by Atlas7 F.O.B. origin to Atlas7’s point of shipment to Client. Client assumes all risk once shipped unless freight insurance through Atlas7 is purchased. Atlas7 may make partial shipments of Client’s orders, to be separately invoiced and paid for when due. Delay in delivery of any installment shall not relieve Client of its obligation to accept the remaining deliveries. Client agrees to pay a dock charge of 1% of the purchase price of the shipment per day if Client fails to pick up shipment on the date scheduled by Atlas7.
4. Prices, Taxes, Insurance, Freight.
Prices for Solutions will be shown on one or more invoices submitted by Atlas7 to Client (the “Invoices”) for payment. Direct Order prices are exclusive of all taxes, insurance, shipping and handling charges, and expenses related to Client’s special packing requests (which must be approved in advance by Atlas7) which are Client’s sole responsibility. For products identified as “sample,” “evaluation,” or “test” products (“Sample Products”) in each case as set forth on the cover page to this Acknowledgment, no resale rights are granted, and Client may not resale or transfer such products to a third party.
5. Payment Terms.
After approval by Atlas7, Client unconditionally commits to payments on the date of issuance of the Invoice by Atlas7 to Client. Atlas7’s invoices submitted to the Client shall be due and payable in U.S. Dollars upon acceptance and creation of the Purchase Order. Atlas7 may elect to extend credit terms. Atlas7 reserves the right to charge Client interest on any delinquent balance. Interest is accrued on a daily basis for each day of delinquency at the lesser of (a) 20% per year, or (b) the maximum rate permitted by law. Atlas7 reserves the right to refuse shipment of Solutions to Client and/or halt services if any delinquent Invoices are outstanding. Atlas7 reserves the right to invoice Client upon the shipment of Solutions to Client and the completion of services, including whole or partial orders and regardless of whether such Solutions are shipped to Client by Atlas7 or a Solution Provider, and payment will be due after the date of issuance of such Invoice. Atlas7 may refuse to ship Solutions or begin/continue service on credit for any reason or for no reason whatsoever. Neither payment by Client, nor payment receipt by Atlas7 of an amount lesser than the entire amount of an Invoice will be deemed to be other than on account of the earliest due amount. Neither any endorsement nor statement on any check or letter accompanying any check or payment shall be deemed an accord and satisfaction. Atlas7 may accept any check or payment from Client, or Client’s agent, without prejudice to Atlas7’s right to recover the balance of any amount due or pursue any other remedy provided for in these Terms and Conditions. In connection with the foregoing, Atlas7 will have the absolute right in its sole discretion to apply any payment received from Client to any account of Client then not current and due and delinquent. Unauthorized deductions by Client on payment of invoices to Atlas7 for any reason will not be accepted and Client agrees not to take such deductions without first receiving a credit memorandum from Atlas7.
6. Security Interest, Title, and Risk of Loss.
Client hereby grants to Atlas7 a security interest covering the shipment of Solutions made in the full amount of the Invoice for such shipment, until payment on such Invoice is received in full by Atlas7. Client agrees to sign and execute any and all documents as required by Atlas7 to protect such security interest in the purchased Solutions. Title and risk of loss or damage to hardware products shall pass to the Client upon delivery by Atlas7 to the carrier at Atlas7’s point of shipment, provided that title to software and intellectual property rights therein is not transferred or licensed to the Client. Title to software, documentation and all intellectual property rights embodied in the products are retained by Atlas7 and/or its Solution(s) Providers.
7. Standard Order Procedure.
Solutions may only be ordered by Client via e-mailed Purchase Orders, referencing an Atlas7 Quote which incorporates these Terms and Conditions, stating the specific Solution(s), and applicable price. Client may elect to sign an Atlas7 Quote to act as a Purchase Order. Purchase Orders will be subject to written acceptance by Atlas7, and delivery schedules will be established in accordance with Solutions availability and Client’s credit standing. Shipping instructions are at Atlas7’s discretion to the address shown on the applicable Purchase Order and agreed to by Atlas7 in writing. All Purchase Orders shall have a requested delivery date of As Soon As Possible unless otherwise specified on the Purchase Order. Client acknowledges that partial shipments may result in partial invoices. Client acknowledges that in the event any Purchase Order fails to reference these Terms and Conditions, these Terms and Conditions will nevertheless govern the relationship between Atlas7 and Client.
Client is responsible for verifying accurate payment methods. Atlas7’s phone number is (714) 615-2767 and mailing address is 1968 S. Coast Hwy #589, Laguna Beach, CA 92651. Banking information will be sent by email and should always be confirmed through a secondary non-email channel (generally a phone or video call with an Atlas7 employee).
8. Change Orders, Cancellation and Rescheduling.
Any changes to previously submitted Purchase Orders requested by Client must be provided by e-mail and are subject to approval by Atlas7. Requests to move the ship date forward or increase quantities of ordered Solutions will be granted subject to Atlas7's ability to satisfy such request. Upon Atlas7's approval prior to shipment or, with respect to services, prior to commencement of service delivery, Client may make a written request via e-mail for cancellation. Atlas7 exclusively maintains all rights to approve such a cancellation request in its sole discretion. No Solutions may be returned except in the event Client and Atlas7 have mutually agreed in writing to a trade-in for different Solutions. Atlas7 may, in its sole discretion and without liability or penalty, upon notice to Client, terminate and void any Purchase Order that has not yet shipped or for which service delivery has not yet begun, with or without cause.
9. Client Covenants.
If deemed necessary by Atlas7, Client shall provide a Point of Contact person to whom all Atlas7 communications shall be addressed. The Point of Contact will provide information and resources in a timely manner as needed by Atlas7 to enable Atlas7 to complete the Solution delivery. The Point of Contact will be readily available to Atlas7 when requested by Atlas7 for the duration of the Solution delivery. Client’s Point of Contact person will be responsible for receiving any delivered Solutions and shall have full authority to provide any needed approvals for Client. Client will provide the appropriate technical staff to participate in the engagement activities as reasonably required by Atlas7.
Client shall comply with all applicable law and agrees not to remove or destroy any copyright notices, trademarks or other proprietary markings on the products, software, documentation, or other materials related to the products. Client shall not, and shall not knowingly permit any third party to, directly or indirectly: (a) remove, alter, cover or obfuscate any copyright notices or other proprietary rights notices placed on or embedded in the products; (b) reverse engineer, decompile, or otherwise attempt to derive source code from the products for any purpose; (c) create derivative works of the products; or (d) otherwise use the products in any manner other than as expressly authorized by Atlas7 or the Solution Provider.
Client will: (i) conduct business in a manner that reflects favorably at all times on Solutions and the good name, goodwill and reputation of Atlas7; (ii) avoid deceptive, misleading or unethical practices that are or might be detrimental to Atlas7 or Atlas7’s Solutions; (iii) make no false or misleading representations with regard to Atlas7 or Atlas7’s Solutions; (iv) not publish or employ, or cooperate in the publication or employment of, any misleading or deceptive advertising material with regard to Atlas7 or Atlas7’s Solutions; and (v) make no representations, warranties or guarantees to customers or to the trade with respect to the specifications, features or capabilities of Atlas7 Solutions that are inconsistent with any literature distributed by Atlas7.
On orders for shipments outside the United States of America, all required import duties, licenses and fees will be payable by Client in addition to the stated prices for the Solutions.
10. Export Law Compliance
Neither Atlas7 nor Client will export, directly or indirectly, any information acquired under these Terms and Conditions or any Solutions utilizing any such information to any country for which the government of the United States of America or any agency at the time of export requires an export license or other governmental approval, without first obtaining such license or approval. With respect to any transactions under these Terms and Conditions, both Parties will cooperate, in any reasonable manner, to effect compliance with foreign sales corporation rules as set forth in the Internal Revenue Code of 1986, as amended.
11. Solution Provider and Warranty Pass-Through.
Client understands and agrees Solution(s) is/are subject to Solution(s) Provider’s own terms and/or conditions when applicable. All standard warranties offered by Solution(s) Provider shall pass from Solution(s) Provider to Client in all cases where the Client is the end user of the Solution(s). Atlas7 hereby sells to Client the Solution(s) subject to Solution(s) Provider’s end user agreement(s), the terms of which Client will agree to abide pursuant to Client’s signature on the Purchase Order. If there is any conflict between the Atlas7 Terms and Conditions and the Solution(s) Provider’s Terms and Conditions, or any applicable end user agreement, then The Solution(s) Provider’s Terms and Conditions and /or end user agreement shall control. Client may be required to execute a customer agreement with the Solution(s) Provider, and Client understands it may not have access or full use of Solution(s) until the execution of such agreement. In the event Atlas7, or its Solution(s) Provider, must be on-site, Client agrees to not require waivers of liability as a requirement for site access.
Client agrees and understands that Atlas7’s will not be responsible, legally or otherwise, to Client for any Solution(s) Provider’s product or service warranty, including any limited warranty (“Warranty”). Client and Atlas7 agree that any Solution Warranty shall benefit Client as the Solution(s) end user. Any Solution(s) Warranty provided by said Solution(s) Provider may not cover (a) any Solution(s) which have been altered or modified by Client, including, without limitation, any change, addition or improvement, and (b) any damage, defects, malfunctions or service failures caused by: (i) Client’s failure to follow the original Solution(s) Provider’s environmental, installation, operation or maintenance specifications or instructions; (ii) modifications, alterations or repairs made other than by Atlas7 or the original Solution(s) Provider; (iii) Client’s mishandling, abuse, misuse, negligence or improper storage, servicing or operation of the Solution(s) (including, without limitation, use of Solution(s) that is not designed or suitable for use in conjunction with the Solution(s) purchased from Atlas7); and (iv) power failures, surges, fire, flood, accident, or other events outside Atlas7’s control. Repairs necessitated during the Warranty period by any of the foregoing causes specified in this Section 11 may be made by Atlas7, at its sole discretion, and Client will pay Atlas7 standard charges for time and materials, together with all shipping and handling charges arising from such repairs.
Client acknowledges and agrees that Atlas7’s managed support solutions may be purchased under a separate agreement or master addendum executed by the Parties. This Agreement does not include maintenance, support, or similar services. Any Solution Provider maintenance, support, and related third-party services purchased from Atlas7 as a reseller (and not pursuant to an Atlas7 Statement of Work) shall be subject to the terms of this Agreement applicable to Solutions. While Atlas7, at its sole discretion, may assist Clients in escalating support issues with the Solution Provider, such assistance is provided as a courtesy and does not alter or affect the obligations and responsibilities between the Client and the Solution Provider.
CLIENT ACKNOWLEDGES AND AGREES THAT ATLAS7 DOES NOT PROVIDE ANY WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SOLUTIONS, INCLUDING, WITHOUT LIMITATION, THE WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
12. Limitation of Liability.
IN NO EVENT, WHETHER BASED IN CONTRACT OR TORT (INCLUDING NEGLIGENCE, BREACH OF WARRANTY, OR STRICT LIABILITY) WILL ATLAS7 BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND, OR FOR LOSS OF REVENUE OR PROFIT, LOSS OF BUSINESS, DELAY, FORCE MAJEURE, OR OTHER FINANCIAL LOSS ARISING OUT OF OR IN CONNECTION WITH THE SALE, SOLUTION PROVIDER TERMS AND CONDITIONS (INCLUDING INACCESSIBILITY OF OR MODIFICATIONS TO SUCH TERMS AND CONDITIONS), INSTALLATION, MAINTENANCE, USE, PERFORMANCE, FAILURE OR INTERRUPTION OF SOLUTIONS SOLD UNDER THESE TERMS AND CONDITIONS.
NOTWITHSTANDING ANY OTHER PROVISION OF THESE TERMS AND CONDITIONS, ATLAS7'S MAXIMUM LIABILITY FOR ACTUAL DAMAGES HEREUNDER WILL NOT EXCEED THE AGGREGATE FEES PAID BY CLIENT TO ATLAS7 IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM GIVING RISE TO LIABILITY, OR TEN THOUSAND DOLLARS ($10,000.00) IF NO SUCH FEES HAVE BEEN PAID DURING THAT PERIOD. THIS DISCLAIMER OF LIABILITY FOR DAMAGES WILL NOT BE AFFECTED IF ANY REMEDY PROVIDED HEREUNDER WILL FAIL. CLIENT HAS ACCEPTED THIS DISCLAIMER OF LIABILITY FOR DAMAGES AS PART OF A BARGAIN TO LOWER THE PRICE OF THE SOLUTIONS AND UNDERSTANDS THAT THE PRICE OF THE SOLUTIONS WOULD BE HIGHER IF ATLAS7 WERE REQUIRED TO BEAR ADDITIONAL LIABILITY FOR DAMAGES.
13. Solutions Changes.
Atlas7 reserves the right to change, improve, or add Solutions or discontinue any Solutions at any time.
14. Indemnity.
Client agrees to indemnify, defend, and hold harmless Atlas7 and its officers, directors, employees, agents, affiliates, successors, and permitted assigns from any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind (inclusive of reasonable attorney’s fees), including claims of infringement, made against Atlas7 as a result of any act, alleged negligence, breach, injury, violation of applicable law, misrepresentation, error or omission on the part of Client or its affiliates, directors, officers, employees, agents or representatives.
15. Publicity.
Each Party may publicly reference the other Party's name and logo to identify the business relationship (e.g., website, marketing materials, case studies), subject to the other Party's reasonable trademark usage guidelines. Either Party may revoke this permission at any time upon written notice, after which the other Party will remove such use within a reasonable time.
16. Force Majeure.
Atlas7 will not be liable to Client for any alleged loss or damages resulting from the delivery of the Solutions being delayed by unforeseeable and unavoidable events including but not limited to acts of Client, acts of civil or military authority, governmental priorities or sanctions, acts of god, fire, floods, earthquakes, hurricanes, tornadoes, epidemics, pandemics, quarantine, energy crises, strikes, labor trouble, war, riots, accidents, shortages, delays in transportation, or any other causes beyond the reasonable control of Atlas7.
17. Waiver.
A waiver of any default, or of any of these Terms and Conditions, will not be deemed to be a waiver of any other default or of any other term or condition, but will apply solely to the instance to which such waiver is directed. The exercise of any right or remedy provided in these Terms and Conditions will be without prejudice to the right to exercise any other right or remedy provided by law or equity.
18. Severability.
In the event any provision of these Terms and Conditions is found to be invalid, illegal, or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions will remain in full force and effect in such jurisdiction and will not in any way affect or impair the validity, legality or enforceability of any other provision in these Terms and Conditions.
19. Assignment.
Assignment of these Terms and Conditions by either Client or Atlas7 will be prohibited without the express written consent of the other party; provided, that (a) Atlas7 reserves the right to subcontract any support or maintenance obligation in connection with the sale of such Solutions, and (b) either party may assign these Terms and Conditions and its rights and obligations hereunder upon written notice to the other party in connection with a merger, sale of substantially all of its assets or capital stock, or other change in control. Any other attempted assignment in violation of this provision will be null and void.
20. Governing Law; Venue.
These Terms and Conditions will be construed in accordance with, and all disputes hereunder will be governed by, the laws of the State of California. Both Parties agree that any action, suit or proceeding arising out of or relating to these Terms and Conditions will be initiated and prosecuted in a state court or United States District Court located in Orange County, California, and the Parties irrevocably submit to the jurisdiction of any such court.
21. Modifications.
Atlas7 retains the right to modify these Terms and Conditions at any time. Atlas7 will provide Client with notice of changes through its webpage. Client is responsible for regularly reviewing these Terms and Conditions, including in connection with each new Purchase Order. Client's continuing participation in, and performance under, these Terms and Conditions following any modification shall be deemed Client's acceptance of such changes as of the effective date of modification. Notwithstanding the foregoing, any modification to these Terms and Conditions shall not apply to any Quote already accepted by Client or any Purchase Order already issued and accepted by Atlas7 prior to the effective date of such modification; such transactions shall continue to be governed by the version of these Terms and Conditions in effect at the time of acceptance.
22. Attorney’s Fees.
In any action to enforce these Terms and Conditions, the Client and Atlas7 shall each bear their own attorney fees and costs.
23. Confidentiality.
Both parties agree to take all reasonable measures to keep in confidence the execution of these Terms and Conditions, pricing information, and any confidential data and information of the other party that a party may know or access during its course of dealings ("Confidential Information"), and shall not disclose or make available such Confidential Information to any third party without the prior written consent of the disclosing party.
The obligations of confidentiality set forth herein shall not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was independently developed by the receiving party without reference to or use of the Confidential Information; (c) was lawfully received from a third party without restriction on disclosure; or (d) is required to be disclosed by applicable law, regulation, or court order, provided that the receiving party gives the disclosing party prompt prior written notice of such requirement and reasonably cooperates with the disclosing party's efforts to seek a protective order or other appropriate relief.
The obligations of this section shall survive the completion, termination, or expiration of any transaction or agreement between the Parties for a period of three (3) years.
24. Work Product and Intellectual Property.
Unless otherwise expressly agreed in a separately executed written agreement signed by authorized representatives of both Parties, Atlas7 retains all right, title, and interest in and to any deliverables, tools, methodologies, configurations, frameworks, documentation, or other work product created or developed by Atlas7 in connection with the provision of Solutions (collectively, "Work Product"). Nothing in these Terms and Conditions shall be construed as an assignment or license of any intellectual property rights in Work Product to Client. Client is granted a limited, non-exclusive, non-transferable license to use any Work Product solely for Client's internal business purposes in connection with the Solutions for which it was created. Atlas7's pre-existing intellectual property, proprietary tools, and methodologies are not transferred or licensed to Client under any circumstances.
25. Client-Provided Information.
Client acknowledges that Atlas7's ability to deliver Solutions accurately and effectively depends on the completeness, accuracy, and timeliness of information, data, access, and approvals provided by Client. Client shall provide Atlas7 with all reasonably requested information, materials, and cooperation necessary to enable Atlas7 to perform its obligations hereunder. Atlas7 shall not be liable for any errors, delays, failures, deficiencies, or costs arising from or attributable to inaccurate, incomplete, outdated, or untimely information, data, specifications, or access provided by Client or Client's representatives, agents, or third-party vendors. Any rework, remediation, or additional costs arising from such deficiencies shall be billable to Client at Atlas7's then-current rates.
26. Survival.
The following provisions shall survive the termination or expiration of any transaction or relationship governed by these Terms and Conditions: §6 (Security Interest, Title, and Risk of Loss), §9 (Client Covenants), §10 (Export Law Compliance), §12 (Limitation of Liability), §14 (Indemnity), §19 (Governing Law; Venue), §22 (Confidentiality), §23 (Work Product and Intellectual Property), and §24 (Client-Provided Information). Survival of any provision shall not create or imply any ongoing obligation on Atlas7's part beyond what is expressly stated in the surviving provision.
Last Modified 07/14/2026