Hortonworks is an authorized reseller of the third party products referenced in this Order Form (the “Third Party Products”) which will be provided to Customer directly by the supplier of such Third Party Products (the “Supplier”). With the exception of the payment terms specified below, which are binding terms between Customer and Hortonworks, all terms and conditions governing Customer’s use of and access to the Third Party Products, including without limitation any warranties, obligations, rights and remedies associated therewith, are subject to and governed by the applicable supplier’s end user license agreement and/or other terms and conditions applicable to those third party products (each, a “Supplier License”). Each Supplier License represents a separate agreement between Customer and the Supplier, and Customer agrees to execute, in the manner specified by the Supplier (e.g., clickthrough, signature, etc.), any such Supplier License prior to use of the applicable Third Party Product. Hortonworks makes no representation or warranty with respect to, and shall have no responsibility or liability for, the delivery, performance or Customer’s use of, such Third Party Products or the enforcement of the Supplier License or any rights thereunder. To the fullest extent permitted by applicable law, Hortonworks expressly disclaims any and all implied warranties, including without limitation warranties of merchantibility, title, non-infringment, and fitness for a particular purpose.
Hortonworks will invoice Customer for the fees set forth above upon execution of this Order Form, and Customer agrees to pay within thirty (30) days of the date of invoice, without setoff, counterclaim, or deduction of any kind. Hortonworks reserves the right to charge late fees equal to 1% per month, or the maximum amount allowed by law, on any amounts not paid when due. All fees are exclusive of any taxes, duties, or similar charges imposed by any government, and Customer agrees to pay for any and all federal, state, or local sales, use, excise, privilege, or other taxes, duties or assessments, however designated or levied, relating to this Order Form, exclusive of taxes based on Hortonworks’ net income. If Customer is required to pay any withholding tax, charge, or levy in respect of any payments due hereunder, Customer agrees to gross up payments actually made to Hortonworks such that Hortonworks receives sums due hereunder in full and free of any deduction for any such withholding tax, charge, or levy.