Please read the following terms and conditions (“Terms”) carefully before purchasing from the Apple Store for Enterprise. These Terms will govern all purchases from the Apple Store for Enterprise and constitute a legal agreement between Apple Inc., a California corporation located at One Apple Park Way, Cupertino, CA 95014 (“Apple”) and you (“You”). By placing an order on the Apple Store for Enterprise, You agree to be subject to these Terms and be bound by and comply with these Terms.

Apple reserves the right, at its discretion, to modify, add or remove portions of these Terms, at any time. It is your responsibility to check periodically for changes. Your continued access and use of the Apple Store for Enterprise following the posting of changes will mean that You accept and agree to the changes.

1. Definitions

The following terms have the meanings specified below:

"Apple Product" or “Apple Products” means Services, CTO Products, hardware and software products manufactured, distributed or licensed under an Apple-owned or licensed brand name that You have paid to acquire or have properly licensed from Apple for your own use, but excluding any third party software and all other third party products.

“Apple Confidential Information” means any and all information in oral or written form that You know or have reason to know is confidential information and that is disclosed in connection with these Terms or to which You may have access in connection with these Terms, including but not limited to financial information and data, personnel information, information regarding strategic alliances, costs or pricing data, the identities of customers and prospective customers, and any information relating to new product launch, including the release dates and product specifications. Apple Confidential Information shall not include any information that: (i) was rightfully in your possession prior to disclosure without any obligation to maintain its confidentiality; (ii) was independently developed by You without the use of or reference to Apple Confidential Information; or (iii) is now, or hereafter becomes, publicly available other than through disclosure by You in breach of these Terms.

“Configure-To-Order Product” or “CTO Product” means Products that Apple modifies from its standard configurations and that are available to You only by special order.

“Your Confidential Information” means and is limited to information that is: (i) reduced to a tangible form; (ii) independently developed by You without the use of or reference to any Apple Confidential Information; and (iii) provided specifically at Apple’s request after You enter into these Terms and after execution of an acknowledgment signed by an Apple Sales Director that such information shall be treated as Your Confidential Information. Your Confidential Information shall not include any information that: (a) is communicated verbally; (b) was rightfully in Apple’s possession prior to disclosure without any obligation to maintain its confidentiality; (c) was independently developed by Apple without the use of Your Confidential Information; (d) is required to verify your compliance with any provisions of these Terms; or (e) is now, or hereafter becomes, publicly available other than through disclosure by Apple in breach of these Terms.

"Limited Warranty" means Apple's standard limited warranty that is set forth in the documentation that accompanies any Apple Products purchased under these Terms.

“Party” means either Apple or You and “Parties” means, collectively, both Apple and You.

"Products" mean, collectively, Services, Apple Products and other products that are sold or licensed by Apple to You for your own use.

"Services" mean, collectively, the standard, price-listed-services, support and/or training products sold under the Apple brand name.

2. Interpretation

In the event of any conflict or inconsistency between these Terms and any license terms or terms of use accompanying any Apple Product or otherwise made available by Apple, such license terms and/or terms of use shall control solely as to the use of the Apple Product covered by those terms.

3. Terms and Conditions of Purchase

3.1 Ordering

You are solely responsible for all purchase decisions, including but not limited to, ensuring the compatibility and appropriateness of all Products. All purchases of Products under these Terms shall be made solely for your end use and not for resale. Additionally, You agree to Apple’s Terms of Use and Privacy Policy.

3.2 Your subsidiaries and/or affiliates may not purchase Products from Apple under these Terms unless Apple has agreed in signed writing with You that such subsidiaries and/or affiliates are authorized to purchase Products from Apple pursuant these Terms.

3.3 Prices and Orders

You agree that Apple may change Product offerings, discounts and pricing at any time and without notice to You. Prices include standard freight and insurance using an Apple-selected carrier. Apple does not guarantee that Products will be available at all times. Apple reserves the right to accept or decline any order, in whole or in part. Apple may cancel any accepted order prior to shipment, if in its sole discretion, Apple determines that it has insufficient inventory to fulfill such order. Apple may make partial shipments of your orders and will not be liable for any failure to ship complete orders. You will be invoiced separately for each partial shipment and will pay each invoice when due, without regard to subsequent deliveries. Apple will allocate its available inventory and make deliveries (including partial shipments) in its sole discretion and without liability to You.

3.4 Delivery

  • 3.4.1 Except for U.S. federal government agencies, title and risk of loss to all Products will pass to You upon shipment from Apple's shipping location. For Products shipped pursuant to Apple's standard practices, Apple will issue credits or replace Products returned due to damage in transit or that are lost in transit. When Products are not shipped pursuant to Apple’s standard practices but instead via a carrier selected by You, Apple will not issue credits or replace Products returned due to damage in transit or that are lost in transit and your sole recourse for loss or damage shall be against your own insurer, your selected carrier, and your carrier’s insurer. For both government and non-government sales, shipping charges for orders shipped under your instructions will be added to Apple's invoice or shipped freight collect, at Apple's option.

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  • 3.4.2 For orders picked up by You at the Apple Retail Store, risk of loss or damage to Products will pass to You upon pick up of the Products from the Apple Retail Store. Title to the Products will pass to You when Apple provides notice that the Products are available for pick up from the Apple Retail Store. You shall contact the Apple Retail Store for any issues regarding pick up of the Products.

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  • 3.4.3 For U.S. federal government agencies only, title and risk of loss to all Products will pass to You upon delivery to You.

3.5 Payment

  • 3.5.1 You shall pre-pay for all orders placed.

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  • 3.5.2 All applicable local sales or use taxes, duties and other imposts, if any, due on account of purchases hereunder shall be paid by You. Proof of tax-exempt status must be on file at Apple’s Support Center for any order to be treated as a tax-exempt transaction. Apple will also charge for any fees due from You by regulation or statute, including, if applicable, fees due under the California Electronic Waste Recycling Act or similar laws in other states.

3.6 Product Returns

Products purchased from the Apple Store for Enterprise shall be subject to Apple’s enterprise return policy.

3.7 Support

Apple will provide post-sales support for Apple Products as described in the documentation accompanying such Apple Products. Apple will not provide support for any Products other than unmodified Apple Products.

4. Confidentiality

4.1 During the Term and for five (5) years thereafter, You will not use Apple Confidential Information except as required to achieve the objectives of these Terms, or disclose such Apple Confidential Information except to employees or contractors who have a need to know. You will not make any disclosure or statement of Apple Confidential Information in connection with these Terms or its subject matter without Apple’s prior, specific written consent. You shall not make any public statement regarding any item of Apple Confidential Information, including but not limited to any matter of business between You and Apple, or the nature of any contractual relations between Apple and You or any third party. You may disclose Apple Confidential Information to the extent required by law, provided that You first make reasonable efforts to give Apple notice of such requirement prior to any such disclosure and take reasonable steps to obtain protective treatment of the Apple Confidential Information.

4.2 Apple will not use Your Confidential Information except as required to achieve the objectives of these Terms, or disclose Your Confidential Information except to employees, agents or contractors who have a need to know or as required by law. Except as otherwise stated herein, Apple will not make any disclosure or statement of such information without your prior written consent or as required by law.

5. Representations and Warranties

5.1 You represent and warrant that: (i) You have the right to access and use the Apple Store for Enterprise ; (ii) You have read and agree to these Terms; (iii) You have the right to enter into these Terms and perform all obligations hereunder; (iv) these Terms do not violate and will not cause a breach of the terms of any other agreement to which You are a party or by which You are bound; and (v) all Products purchased will be for your own use in your facilities in the United States and will not be purchased for resale to any other entity or individual.

5.2 Apple Limited Warranty

The sole warranty for an Apple Product purchased hereunder shall be the Limited Warranty. Except for the Limited Warranty, all Apple Products are sold "as is" and without additional warranty or support from Apple. All Products, other than Apple Products, are sold "as is" and without warranty or support from Apple, but may be accompanied by a manufacturer's warranty, as more particularly provided in the warranty documentation that accompanies such Products. Upon your request, Apple will provide a copy of the manufacturer's warranty accompanying Products offered by Apple on the Phoenix Store for Enterprise. Nothing in these Terms shall be construed as obligating Apple to provide any warranty-related fulfillment or support for any Products, other than Apple Products.

5.3 Disclaimer

  • 5.3.1 EXCEPT FOR THE LIMITED WARRANTY, APPLE MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCTS OR SERVICES, AND TO THE MAXIMUM EXTENT PROVIDED BY LAW, APPLE HEREBY DISCLAIMS SUCH WARRANTIES, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

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  • 5.3.2 Apple Products are not intended or suitable for use in situations or environments where the failure of such Apple Products, or the failure, time delays of, or errors or inaccuracies in, the content, data or information provided by Apple Products could lead to death, personal injury, or severe physical or environmental damage, including without limitation the operation of nuclear facilities, aircraft navigation or communications systems, air traffic control, life support or weapons systems.

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  • 5.3.3. You must communicate any license terms, terms of use or safety information accompanying any Apple Product or otherwise made available by Apple, to any of your employees, agents or contractors using the Apple Product, and as required by law.

6. Indemnity

6.1 Provided that You promptly notify Apple in writing, give Apple sole control over the defense and all related settlement negotiations, and do not compromise or settle any claims then, subject to the terms of this paragraph and the exceptions and limitations set forth below, including but not limited to Section 7.1 and 7.2, Apple will defend any proceeding or action brought by a third party against You to the extent based on a claim that: (i) an Apple Product that You have paid to acquire from Apple infringes a U.S. patent, copyright, trademark or misappropriates a U.S. trade secret; or (ii) personal injury or tangible property damage suffered by such third party was caused by Apple's gross negligence or willful misconduct during the performance of Services.

6.2 Notwithstanding the foregoing, Apple shall not be liable or responsible for, or obligated to defend any claims or damages arising out of or related to: (i) modification of any Apple Product; (ii) combination, operation or use of the Apple Product with any other equipment, data, documentation, items or products; (iii) use of Apple Product in a manner or for a purpose, or in a location, for which it was not intended; (iv) import or export of any Apple Product in violation of applicable export control requirements, regulations or laws; (v) use or exportation of any Product(s) into any countries identified on any U.S. Government embargoed countries list; (vi) use of any Apple Product in a manner or for a purpose not authorized under the applicable license terms; (vii) any other products; or (viii) Your, your employees, agents, affiliates, subsidiaries or subcontractor’s negligent acts or omissions.

6.3 You shall promptly notify Apple, in writing, of any claim, demand, proceeding or suit of which You become aware which may give rise to a right of defense under Section 6.1 ("Claim"). Notice of any Claim that is a legal proceeding, by suit or otherwise, must be provided to Apple within thirty (30) days of You first learning of such proceeding. Notice must be in writing and include an offer to tender the defense of the Claim to Apple. Apple, if it accepts such tender, may take over sole control of the defense of the Claim. That control includes the right to take any and all actions deemed appropriate by Apple in its sole discretion to resolve the Claim by settlement or compromise. Upon Apple's acceptance of tender, You will cooperate with Apple with respect to such defense and settlement. If a Claim is settled and to the extent permitted by law, neither Party will publicize the settlement and will make every effort to ensure the settlement agreement contains a non-disclosure provision.

6.4 In the event of a Claim, Apple may at its sole option (but shall not be obligated to): (i) procure for You the right to continue use of the applicable Apple Product(s); (ii) replace the applicable Apple Product(s); (iii) modify the applicable Apple Product(s); or (iv) refund the amount paid by You to Apple for the applicable Apple Product, less depreciation. THE FOREGOING CONSTITUTES YOUR SOLE AND EXCLUSIVE REMEDY AND APPLE'S ENTIRE LIABILITY FOR ANY CLAIMS ARISING OUT OF THIS SECTION 6.

7. Limitation of Liability

7.1 Apple's maximum aggregate liability (including any liability for the acts or omissions of Apple’s employees, agents and sub-contractors) for any and all claims of any kind arising out of or in connection with these Terms, whether in contract, warranty, tort (including negligence), misrepresentation, strict liability, statute, or otherwise, shall not exceed three hundred thousand dollars ($300,000).

7.2 IN NO EVENT, WHETHER AS A RESULT OF BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), MISREPRESENTATION, STRICT LIABILITY, STATUTE OR OTHERWISE, SHALL APPLE BE LIABLE FOR ANY LOSS OF PROFIT OR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, INDIRECT LOSSES (INCLUDING LOSS OF DATA, INTERRUPTION IN USE, UNAVAILABILITY OF DATA, UNAVAILABILITY OR INTERRUPTION IN AVAILABILITY OF APPLE PRODUCTS, OR OTHER ECONOMIC ADVANTAGE) OR FOR PUNITIVE OR EXEMPLARY DAMAGES.

7.3 THE PARTIES AGREE THAT THESE TERMS, INCLUDING THOSE CONCERNING WARRANTIES, INDEMNITY AND LIMITATIONS OF LIABILITY, REPRESENT A FAIR ALLOCATION OF RISK BETWEEN THE PARTIES WITHOUT WHICH THEY WOULD NOT HAVE AGREED TO THESE TERMS. LIABILITY FOR DAMAGES WILL BE LIMITED AND EXCLUDED, EVEN IF ANY EXCLUSIVE REMEDY PROVIDED FOR IN THESE TERMS FAILS OF ITS ESSENTIAL PURPOSE. THE REMEDIES SET FORTH IN THESE TERMS WILL BE YOUR SOLE AND EXCLUSIVE REMEDIES FOR ANY CLAIM MADE AGAINST APPLE.

8. Ownership

8.1 Use of Name

Neither Party shall use the other's name, logo, trademarks or service marks in any advertising, communications or publications without the other Party's prior written consent.

8.2 Software

You acknowledge that Products often contain not only hardware but also software, including but not limited to, operating systems and applications. Such software may be included in ROMs or other semiconductor chips embedded in hardware, or it may be contained separately on disks or on other media. Such software is proprietary, is copyrighted, and may also contain valuable trade secrets and is protected by patents. You, as an end user, are licensed to use any software contained in such Products, subject to: (i) the terms of the license accompanying the Products, if any; (ii) the associated patent, trademark, copyright, and other intellectual property; and (iii) compliance with federal and state laws of the United States.

8.3 Restrictions

Unless You have obtained Apple's prior written consent, You, in addition to any obligations or restrictions set forth in any license, which may accompany a Product, shall not copy the software. You shall not disassemble, decompile, reverse engineer, copy, modify, create derivative works thereof or otherwise change any of the software in any form.

9. HIPAA

You shall not use the Apple Products, iCloud Storage APIs and iCloud service, or any component or function thereof: (i) in any way that would involve Apple creating, receiving, maintaining or transmitting protected health information (as defined at 45 C.F.R § 160.103); or (ii) in any manner that would make Apple or any other third-party distributor, supplier or provider of those technologies a business associate, as defined under the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations (“HIPAA”) at 45 C.F.R. § 160.103, of yours or of any third party. For the avoidance of doubt, the Parties agree that nothing in this Section shall prohibit You from using Apple hardware products; provided, however, that You ensure that any such use of Apple hardware products does not involve Apple creating, receiving, maintaining or transmitting protected health information. You agree to be solely responsible for complying with any reporting requirements under law or contract arising from your breach of this Section and to reimburse Apple for any losses incurred by Apple relating to those reporting obligations.

10. Export Compliance

These Terms are subject to all laws, regulations, orders or other limitations on the export and re¬-export of commodities, technical data and software. You agree that You will not export, re-export, resell or transfer any export-controlled commodity, technical data or software: (i) in violation of such limitations imposed by the United States or any other appropriate national government authority; (ii) to any country for which an export license or other governmental approval is required at the time of export, without first obtaining all necessary licenses and approvals, at your sole cost and expense; (iii) to any country or national or resident of a country to which trade is embargoed by the United States, or any other relevant national authority; (iv) to any person or firm on any relevant government agency restricted party lists, (examples: United Nations Sanctions list, United States Denial Lists, Office of Foreign Assets Control Specially Designated Nationals List, etc.); or (v) for use in, or to an entity that might engage in, any sensitive nuclear, chemical or biological weapons, or missile technology end-uses unless authorized by the United States Government, and any other relevant government agency by regulation or specific license.

11. General Terms

11.1 Governing Law

If You are a public agency or institution, these Terms will be governed by the laws of the state where You are located. If You are a federal government agency, these Terms will be governed and interpreted in accordance with applicable federal law. If You are a private or corporate entity, these Terms will be governed by the laws of the State of Delaware, without regard to its conflict of laws provisions, and in the event of any action between the Parties, venue shall be in either the United States District Court for the Northern District of California or the Superior Court of California, County of Santa Clara, as applicable.

11.2 Assignment by Apple

You may not assign these Terms or any of its rights or duties without Apple's prior written consent. Any non-compliant assignment by You shall be null and void. Apple may assign these Terms, in whole or in part, in Apple's sole and absolute discretion, to any affiliate of or successor in interest to Apple, without your consent.

11.3 No Reliance

The Parties acknowledge and agree that by entering into these Terms they have not relied on and will not be liable for any agreements, warranties, understandings, conditions, covenants, representations or promises other than those expressly stated or referenced in these Terms. The Parties acknowledge and understand that these Terms are enforceable as written, and that the Parties intend to enforce and comply with all of these Terms. You hereby acknowledge and agree that You will be bound by all these Terms, notwithstanding any prior or subsequent agreement, warranty, understanding, condition, covenant, representation or promise suggesting otherwise.

11.4 Severability

If a court of competent jurisdiction holds that any provision of these Terms is invalid or unenforceable, the remaining portions of these Terms will remain in full force and effect, and these Terms will be adjusted if possible so as to give maximum effect to the original intent and economic effect of the Parties.

11.5 Waivers

A Party’s waiver of any breach by the other Party or failure to enforce a remedy will not be considered a waiver of subsequent breaches of the same or of a different kind.

11.6 Force Majeure

Neither Party will be liable for delay or failure to fulfill its obligations under these Terms, other than payment obligations, to the extent such delay or failure is due to unforeseen circumstances or causes beyond the Party's reasonable control, including, but not limited to, acts of God, war, riot, pandemic, embargoes, acts of civil or military authorities, acts of terrorism or sabotage, fire, flood, accident, strikes, inability to secure transportation, failure of communications networks, (a "Force Majeure"), provided such Party promptly notifies the other Party and uses reasonable efforts to correct such failure or delay in its performance. You may cancel any order delayed by more than thirty (30) days from the scheduled ship date due to a Force Majeure.

11.7 Headings and Construction

Paragraph headings are for reference only and will not affect the meaning or interpretation of these Terms. Wherever the singular is used, it includes the plural, and wherever the plural is used, it includes the singular.