CDW Installation and Custom Engraving Indemnity Agreement

Customer may request from time to time that a CDW entity ("CDW") install (the "Installation") certain software images and data desired by Customer, (collectively, the "Software") on to computer equipment,  or  laser engrave (the "Engraving") certain copyrights, trademarks, service marks, trade names, logos, statements, portraits, graphics, artwork, photographs, pictures or illustrations desired by Customer on to computer equipment to be used by Customer (the "Equipment").  CDW is willing to do so subject to the terms and conditions contained in this Installation and Custom Engraving Indemnity Agreement (“Agreement”).

CDW'S INSTALLATION SERVICES PROVIDED IN CONNECTION WITH THE SOFTWARE SHALL BE SUBJECT TO THE TERMS AND CONDITIONS ON THE WEBSITE.

For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Customer hereby agrees as follows:

Customer hereby represents and warrants to CDW for Imaging: (a) Customer has full authority, right and power to cause the Software to be installed on the Equipment it is being installed on (including, if applicable, to cause it to be transferred from existing hardware) and to use the Software on the Equipment, either as owner, through valid and existing license agreements or otherwise; and (b) the installation and the use of the Software in the Equipment will not violate any copyright, license agreement, intellectual property right or other right affecting the Software,  

If Customer is procuring any Services from CDW and Customer has requested direct access to use CDW’s internet connection to download Software (“Direct Access”), Customer additionally acknowledges, warrants and represents that it understands that (a) Direct Access can potentially expose Customer’s devices and CDW’s other customers, and their devices, to malware; (b) while CDW maintains and manages industry standard information security protocols for its own environment, these standards may differ from Customer’s, and be exposed to additional potential threats and malware, arising out of Customer’s use of CDW’s internet; (c)  it is using CDW’s internet AS-IS, without warranty of any kind, (d) it will exercise due care and follow no less than its own information security policies and practices in utilizing CDW’s internet connection, and (e) it is aware of the potential for malware arising from access to CDW’s internet connection.

Customer hereby represents and warrants to CDW for Engraving: (a) Customer has full authority, right and power to cause the Customer Image to be engraved on the Product, that the Engraving of the Customer Image on the Product will not violate any copyright, license agreement, intellectual property right or other right relating to the Customer  Image; and (b) the Engraving of the Customer Image on the Product will otherwise be lawful. Customer shall be solely responsible for the Customer Image provided to CDW to engrave on the Product. CDW may, at any time, (i) request such further assurances and security as CDW may determine regarding Customer’s representations, and warranties, or (ii) if CDW reasonably believes that any Customer representation or warranty is inaccurate or may be subject to a claim by a third party, terminate the Engraving of the Customer Image in whole or in part. Termination by CDW will not release Customer of its  obligation to pay for services rendered and to be rendered under its agreements with CDW.  CDW will engrave a “First Article” to be sent to Customer for review and approval. FIRST ARTICLES ARE NON-RETURNABLE. Once Customer’s approval is received by CDW, the order will be processed in its entirety. ONCE APPROVED BY CUSTOMER AND ENGRAVED BY CDW, ITEMS ARE NON- RETURNABLE.

Customer acknowledges and agrees that:

CDW EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESSED OR IMPLIED, CONCERNING THE SOFTWARE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY OR OTHERWISE.  IN NO CASE SHALL CDW, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS OR SUPPLIERS BE LIABLE FOR ANY CLAIM, LOSS OR DAMAGE OF ANY KIND, INCLUDING DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, ARISING FROM THE SOFTWARE OR RELATED IN ANY WAY TO YOUR USE OF THE SOFTWARE.

Customer shall be solely responsible for reconstructing data stored on disk files, tapes, memories or otherwise lost during the Engraving, or installation of the Software.  If, at any time, in the sole discretion of CDW, CDW determines that any representation or warranty is inaccurate, in whole or in part, CDW may, at its option, terminate the installation of the Software or request such further assurances and security as CDW may determine.  Termination by CDW will not release Customer of its obligation to pay for services rendered and to be rendered under its agreements with CDW.

Customer agrees to at all times indemnify, defend and hold harmless CDW, its affiliates and their respective directors, officers, employees and agents and suppliers, from and against any and all liabilities, debts, obligations, claims, penalties, fines, demands, judgments, actions, causes of action, losses, damages, costs or expenses (including attorney fees and any other costs or expenses imposed upon or incurred in the defense, investigation or settlement of any matter which is subject to this Agreement), of any amount and nature whatsoever, incurred by or imposed upon CDW as a result of, related to or in any way connected with or arising out of: (a) any claim made by any party that the Engraving or installation of the Software violates any copyright, license or other right; and (b) the inaccuracy of or breach of any representation or warranty of Customer.

Any failure by CDW to assert any right hereunder shall not constitute a waiver of any other right or remedy under this Agreement.  This Agreement shall be binding upon and inure to the benefit of Customer and CDW and their respective successors and assigns.  This Agreement and the representations, warranties and covenants of Customer contained herein shall survive the completion of any and all services rendered by CDW and the payment therefor.  This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to its conflicts of law rules.  Any action arising out of a dispute between the Customer and CDW shall be brought exclusively in the courts located in Cook County, Illinois and Customer consents to the jurisdiction of the federal and state courts located in Cook County, Illinois and submits to the jurisdiction thereof and waives the right to change venue.  In the event of the invalidity or unenforceability of any provision of this Agreement under applicable law, such invalidity or unenforceability shall not affect the validity or enforceability of the remaining portions of this Agreement.

CDW's Configuration Center requires the information in the accompanying form in order to expedite every order covered by this Agreement: