GENERAL TERMS AND CONDITIONS OF EO SECURITY
In these general terms and conditions ("Terms and Conditions") we would like to inform you about the rules that will be applied between you as a business buyer and us as a seller in contractual relations concluded through the E-shop on the website https://eshop.eo-security.com and through individual offers according to the information below.
All information about the processing of your personal data is contained in the principles of personal data processing, which can be found here: https://eshop.eo-security.com/privacy-policy/.
If any part of the Terms and Conditions contradicts what we have mutually agreed in writing as part of the process of Your purchase on Our E-Shop, that particular agreement will take precedence over the Terms.
1. CERTAIN DEFINITIONS
1.1 The Price is the sum of money you will pay for the Goods;
1.2 The Shipping Price is the sum of money you will pay for delivery of the Goods, including the cost of packing them;
1.3 The Total Price is the sum of the Price and the Shipping Price;
1.4 VAT is value added tax according to the applicable legislation;
1.5 The E-shop is an online shop operated by Us at https://eshop.eo-security.com where the purchase of Goods will take place;
1.6 The Invoice is a document issued in accordance with the Value Added Tax Act for the Total Price;
1.7 We are EO SECURITY s.r.o., with its registered office at Lidická 2006/26, Černá Pole, 602 00 Brno, ID No. 05182662, registered in the Commercial Register under Case Number C 93979 kept at the Regional Court in Brno, e-mail firstname.lastname@example.org, telephone number +420 774 429 006, legally referred to as the Seller;
1.8 The Order is Your proposal to enter into a Contract for the purchase of Goods with Us;
1.9 The Contract is a purchase contract negotiated on the basis of a duly completed Order sent via the E-shop or an Order made via e-mail communication, and is concluded at the moment when You receive an Order confirmation from Us;
1.10 The User Account is an account established on the basis of the data provided by you, which allows for the storage of the data provided and other functionalities described in these Terms and Conditions;
1.11 You are the person with whom we enter into the Contract, referred to in law as the Buyer;
1.12 Goods are everything that you can buy on the E-shop or everything that we offer you in the course of our communication.
2. CONCLUSION OF THE CONTRACT
2.1 The Contract is concluded remotely via the E-shop or via e-mail communication, whereby the costs of using remote means of communication are borne by you. We are not under no obligation to pay you anything in relation to the conclusion of the Contract or in relation to any communication regarding the conclusion of the Contract.
2.2 As stated above, the Contract can be concluded in two ways. We would like to give you an overview below of the point at which the Contract is concluded.
Order made via the E-shop
2.3 The conclusion of the Contract via the E-shop is done by selecting the Goods you wish to purchase on the E-shop and then we will request from you:
a) Information about the Goods you are purchasing (on the E-shop you mark the Goods you are interested in purchasing with the "ADD TO CART" button);
b) Information about the Price, the Shipping Price, the method of payment of the Total Price, the currency in which the Total Price will be paid, the country where the Goods will be delivered and the desired method of delivery of the Goods; this information will be entered when creating the Order proposal within the user environment of the E-shop, while the information about the Price, the Shipping Price and the Total Price will be given automatically on the basis of the Goods and the method of delivery chosen by you;
c) Your identification and billing information used to enable us to deliver the Goods, in particular your name, surname, company name, delivery address, telephone number and email address.
2.4 During the creation of the proposal of the Order you can change and check the data until its creation. After checking by pressing the "Submit Order" button, the Order will be created. We will confirm the Order as soon as possible and send you a summary, including an attachment, which will include these Terms and Conditions.
2.5 The Contract is only concluded when we confirm the Order to you. If We confirm the Order with a deviation, impose different terms from those set out in these Terms and Conditions, or otherwise amend the Order, You have the right to reject the Order as so amended within 7 days of the date of the deviation confirmation. If you reject the Order, the Contract will not be concluded in accordance with the preceding terms until we have confirmed the conclusion of the Contract in writing. In the event that You do not respond within 7 days, the Contract will be concluded on the basis of the new terms set by Us.
2.6 In the event that an obviously incorrect Price is stated within the E-shop or in the Order proposal, we are not obliged to deliver the Goods to you at that Price even if you have received confirmation of the Order and therefore the Contract has been concluded. In such a situation, we will contact you immediately and send you an offer to enter into a new Contract in an amended form compared to the Order. In such a case, the new Contract will be concluded at the moment You confirm Our offer and will replace the originally concluded Contract. In the event that You do not confirm Our offer even within 3 days of sending it, We shall be entitled to withdraw from the concluded Contract. An obvious error in the Price is considered to be, for example, a situation where the Price does not correspond to the usual price at other retailers or a number is missing or excessive.
2.7 If you have a User Account, you may place an Order through it. However, even in this case, you are obliged to check the accuracy, truthfulness and completeness of the pre-filled data. However, the method of creating an Order is the same as in the case of a buyer without a User Account, but the advantage is that it is not necessary to fill in your identification data repeatedly.
Order made via e-mail communication.
2.8 We may also conclude the Contract by means of a one-off Order made via email communication. In this case, the Contract is concluded when we accept your Order, which must include at least:
a) the definition of the Goods that are the subject of the Order;
b) the quantity of Goods you wish to order.
2.9 The provisions of Article 2.5 of the Terms and Conditions shall apply mutatis mutandis to Orders placed via e-mail.
2.10 The price of the Goods, terms of delivery or payment shall be governed by the rules set out in these Terms and Conditions or in the E-shop, unless otherwise agreed in email communication.
3. USER ACCOUNT
3.1 You can access your User Account on the basis of your registration in the E-shop.
3.2 When registering for your User Account, it is your responsibility to provide correct and truthful information and to update it if it should be changed.
3.3 Access to the User Account is secured by a username and password. It is your responsibility to maintain confidentiality regarding these access details and not to provide these details to anyone. In the event that they are misused, we shall not be liable for such misuse. Should We incur any damages as a result of such misuse, You shall be liable to pay for such damages in full.
3.4 The User Account is personal and you are not entitled to allow third parties to use it.
3.5 We may terminate your User Account, in particular if you breach your obligations under the Contract.
3.6 The user account may not be available continuously, especially with regard to the necessary maintenance of hardware and software. We do not guarantee any availability and functionality of the User Account. If you should suffer any damage due to the non-functionality of the User Account, we shall not be liable for it.
4. PRICE AND PAYMENT TERMS, RESERVATION OF OWNERSHIP
4.1 The Price of the Goods is stated in the E-shop, in the Order proposal and, of course, in the Contract. In the event of a discrepancy between the Price stated for the Goods in the E-shop and the Price stated in the Order Proposal, the Price stated in the Order Proposal shall apply and shall always be the same as the price in the Contract. Within the Order proposal, the Price for shipping is also indicated, or the circumstances under which shipping is free of charge.
4.2 The total price is inclusive of VAT and all statutory charges unless we specify otherwise.
4.3 Payment of the Total Price will be required from you after the conclusion of the Contract and before the Goods are dispatched. You must therefore pay the Total Price before We send the Goods to You. You may pay the Total Price in CZK, EUR or USD as follows:
a) By bank transfer. We will send you the information for making the payment in the Order confirmation or in the e-mail communication. In the case of payment by bank transfer, the Total Price is payable within 14 days from the date of sending the payment information.
b) Cashless via the online service. In this case, payment is made via PayPal, subject to the terms and conditions of this service, which are available at: https://www.paypal.com/us/webapps/mpp/ua/useragreement-full. The total price in this case is payable within 14 days from the date of sending the Order by you.
4.4 An invoice will be issued electronically upon payment of the Total Price and will be sent to your email address, whereby you acknowledge that the invoice will only be sent to you electronically by email.
4.5 Ownership of the Goods shall not pass to you until you have paid the Total Price and accepted the Goods. In the case of a cashless payment, the Total Price is paid by crediting Our account, otherwise it is paid at the time of payment.
4.6 We may also require you to pay an advance payment of up to 100% of the Total Price by the due date stated in the proforma invoice. We will require an advance payment in particular in cases where the Goods are to be customised to your requirements (e.g., a specific design, provision of specific labelling for the Goods etc.). We will only modify the Goods as required after payment of the deposit. If you subsequently decide that you do not want the Goods and do not take possession of them, even though we invite you to do so, we shall be entitled to retain the full amount of the deposit.
4.7 In the event that you are in default in the payment of any amount, we shall be entitled to claim interest on the overdue amount at the rate of 0.05% of the amount due for each day of delay. We shall also be entitled to suspend delivery of any Goods until the amount due has been paid. All agreed dates for delivery of the Goods shall be extended by this period and we shall not be liable for any damage caused to you by such extension.
5. DELIVERY OF GOODS, TRANSFER OF RISK OF DAMAGE TO GOODS
5.1 The goods will be delivered to you in the manner of your choosing in the E-shop or as agreed in the Order via e-mail, whereby you can choose from the following options:
a) delivery within the EU via DPD, DHL;
b) delivery outside the EU by DHL Express and UPS.
5.2 The time for the delivery of the Goods always depends on their availability and the chosen method of delivery and payment. The estimated delivery time of the Goods will be communicated to you in the Order confirmation. The time stated on the E-shop is indicative only and may differ from the actual delivery time. None of the delivery dates (whether on the E-shop or in communication via email) are binding on Us and We may change them at any time without breach of Contract or default.
5.3 The risk of damage to the Goods shall pass to you at the moment when we hand over the Goods to the carrier you have chosen in accordance with Article 5.1 of these Terms and Conditions. The transfer of the risk of damage to the Goods means that from that moment you bear all consequences related to the loss, destruction, damage or any deterioration of the Goods.
5.4 Upon receipt of the Goods from the Carrier, it is Your obligation to inspect the Goods without undue delay, within 24 hours at the latest, and in the event of any defects immediately notify the Carrier and Us. If you fail to notify any defect within 24 hours, you will lose the right to any claim for defective performance. If you notify us of any defect within 24 hours, the choice of the method of rectification of the defect is ours. In the first instance, We will endeavour to repair the Goods, provide a reasonable discount or provide new Goods where appropriate.
5.5 As some of the Goods that we offer are fairly specific, you are obliged to familiarise yourself in advance with how the Goods work. It is not considered a defect if the Goods do not fully meet your expectations or do not have the characteristics you expected from the Goods, although you were explicitly warned on the E-shop or in communication that the Goods only work, for example, within a certain distance, in combination with other goods, etc. In these cases, it is also not a fundamental breach of contract and you are not entitled to withdraw from the contract.
5.6 If You breach Your obligation to accept the Goods, this will not result in a breach of Our obligation to deliver the Goods to You. At the same time, Your failure to accept the Goods shall not constitute a repudiation of the Contract between Us and You. However, in such a case We shall have the right to withdraw from the Contract on the grounds of Your material breach of the Contract. If We decide to exercise this right, the withdrawal shall be effective on the date We deliver the withdrawal to You. Withdrawal from the Contract shall not affect any claim for payment of the Shipping Price or for damages, if any.
5.7 If, for reasons arising on Your side, the Goods are delivered repeatedly or in a different manner than agreed in the Contract, it is Your obligation to reimburse Us for the costs of such repeated delivery. The payment details for payment of these costs will be sent to Your email address set out in the Contract and are payable 14 days after the email is sent.
5.8 In the event that the Goods are not listed as in stock in the E-shop and an approximate period of availability has been indicated, we will always inform you in the case of:
a) an exceptional disruption in the production of the Goods and we will always provide you with a new expected period of availability or information that the Goods cannot be delivered;
b) delay in delivery of the Goods from Our Supplier and We will always provide You with a new expected delivery time.
5.9 In the event that We are unable to deliver the Goods to You even within 30 days of the expiry of the delivery period specified in the Order Confirmation for any reason, We and You shall be entitled to withdraw from the Contract. However, in such event You will reimburse Us for all costs already incurred by Us in delivery and communication. The payment details for payment of these costs will be sent to Your email address specified in the Contract and are payable 14 days after the email is sent.
6. RIGHTS FROM DEFECTIVE PERFORMANCE
6.1 As we are entering into the Contract as a business, the consumer rules do not apply to our relationship. However, as We consider Our Goods to be of good quality, We provide You with a guarantee of quality for the Goods, the length of which is set out in the technical document that We will deliver to You together with the Goods, in which case the length of the guarantee will be that which We mutually agree on the basis of mutual communication or which is set out on the E-shop for the Goods. In the event of a conflict, the shorter period shall apply. The maximum length of the warranty is 36 months. If the Goods also include batteries, the batteries are only warranted for a period of 6 months from the date of the transfer of the risk of damage to the Goods. The warranty period shall be extended if the Manufacturer has repaired or replaced the Goods pursuant to the application of the quality guarantee, by the period between the exercise of the rights and the repair or replacement.
6.2 The quality guarantee covers defects arising from manufacture, including defects in the material used in manufacture.
6.3 Unfortunately, we are unable to guarantee the warranty at all times, therefore there are exceptions to the warranty in cases where the defect has been caused:
a) by installing the Goods in contravention of the installation instructions we have provided to you;
b) by using the Goods outside the recommended areas of use;
c) by handling the Goods contrary to the instructions for the Goods or contrary to the principles of ordinary skill or as a result of an accident or wilful misconduct by You or a third party other than Us;
d) by normal wear and tear resulting in the loss of the original characteristics of certain parts of the Goods or the Goods as a whole;
e) as a result of using spare parts or accessories that we have not marked as compatible or have been worn out;
f) by the transportation of the Goods or their improper storage;
g) by modifying the Goods if We have not approved it, including modifying or repairing the Goods by a person other than Us if We have not recommended or approved that person;
6.4 However, if your claim under the quality guarantee is justified, you have the following rights:
a) the right to have the Goods repaired, whereby the place of repair will be at Our choice either at Our premises or at Your premises, or We may send the Goods to a third party for repair;
b) the right to have replacement Goods delivered to You, with the Goods being, at Our option, ready for collection from Us or sent to You, against return of the defective Goods;
c) the right to have the part of the Goods that is defective delivered, if the nature of the part allows it, and the part of the Goods will be ready for collection from Us or sent to You at Our option, against the return of the defective part of the Goods if it is separable;
d) the right to a refund of the Price of the Goods against the return of the Goods;
e) the right to a discount on the Price of the Goods corresponding to the extent of the defect in the Goods.
6.5 We have the right to choose how to resolve a claim and We will always seek to ensure that the resolution is as appropriate as possible in relation to the defect. We shall also determine the time for the execution of the asserted claim. If you incur any damage during the course of the claim, we are not obliged to compensate you for it. We shall also not be liable for any damage arising in connection with Goods which have been defective within the meaning of this quality guarantee.
6.6 If at the time of claiming under the quality guarantee the Goods in question are no longer manufactured or are not available on the market, or are not manufactured or are not available in the same design (in particular in colour or in the same surface finish or technical specification), we shall be entitled, in the case of delivery of new Goods, to supply Goods which perform the same function as the original Goods. The delivery of new Goods is always subject to the return of the original Goods.
6.7 The rights under the quality guarantee pursuant to this article of the Terms and Conditions must be exercised with Us.
6.8 In the event of an assertion of warranty rights, such assertion must be made in writing to Our registered office address or via e-mail to email@example.com.
6.9 Rights under the quality guarantee must be exercised within the guarantee period, but always without undue delay after the defect covered by the quality guarantee has been discovered or can be discovered with ordinary care.
6.10 The assertion of rights under the quality guarantee must be accompanied by all documents proving the existence of these rights, in particular the proof of purchase or other acquisition of the Goods, the warranty certificate (if supplied with the Goods), proof of maintenance and, if possible, proof of the absence of exclusions from the quality guarantee.
6.11 If you do not provide proof of purchase or other acquisition of the Goods when exercising your right under the quality guarantee, we may grant the claim, but the guarantee period in this case will be calculated from the date of invoicing of the Goods by Us.
6.12 After the Goods have been delivered to Us, We will inspect the Goods and store the Goods in Our own warehouse. If We judge that the defect You allege is not covered by the warranty and We nevertheless decide to grant Your claim, We shall be entitled to charge You an amount equal to 25% of the Price for the storage and inspection if any right under clause 6.4 of these Terms and Conditions is exercised, and You agree that We may deduct this amount from any discount or refund of the Price of the Goods provided, or We may charge You for this amount on the basis of an invoice sent to You.
6.13 We are also entitled to claim compensation for all costs incurred by Us in the event of an unjustified, invalid, late or unreasonable assertion of rights under the quality guarantee.
7. WITHDRAWAL FROM THE CONTRACT
7.1 Withdrawal from the Contract, i.e., the termination of the contractual relationship between Us and You from its inception, may occur for the reasons and in the ways specified in this Article or in other provisions of the Terms and Conditions in which the possibility of withdrawal is expressly stated.
7.2 We may withdraw from the Contract at any time, even without giving any reason, but we will do so in particular if you breach the Contract in a material way. A material breach of the Contract shall be deemed to be:
a) if you are in default in the payment of any amount for more than 30 days;
b) if you are bankrupt or threatened with bankruptcy;
c) if insolvency proceedings have been initiated against you or liquidation has been ordered at your request;
d) if You fail to make a deposit to Us in accordance with clause 4.6 of these Terms.
7.3 In the event of withdrawal from the Contract, the Price will be refunded to You within 14 days of the effective date of withdrawal to the account from which it was credited or to the account selected in the withdrawal. However, the amount will not be refunded until You have returned the Goods to Us. The Goods must be returned clean and in their original packaging, otherwise We may charge an amount equal to the cost of cleaning and returning them to their original packaging.
7.4 In the event that You withdraw from the Contract (due to a material breach of the Contract), You are obliged to return the Goods to Us within 14 days of withdrawal and You shall bear the costs of returning the Goods to Us. You shall be liable for damages in the case that the Goods are damaged as a result of Your handling of them in a manner other than that which is necessary in view of their nature and characteristics. In such a case, We will charge You for the damage caused after the Goods have been returned to Us and the amount charged is payable within 14 days. If We have not yet returned the Price to You, We shall be entitled to set off the claim for costs against Your claim for reimbursement of the Price.
7.5 If the Goods have been specifically modified for you, you are not entitled to a refund of the Price in the event of withdrawal from the Contract. If We incur any damage in connection with Your withdrawal, You are obliged to reimburse Us. This obligation arises after We have notified You of the existence of such damage.
8.1 In the course of our cooperation, we will exchange a variety of information, including information that may be important for Us or for You to protect, known as confidential information. If We have entered into a separate confidentiality agreement or similar agreement with You, the confidentiality provisions shall be governed by that agreement or agreement. Otherwise, the rules set out in these Terms and Conditions will apply.
8.2 Confidential information are trade secrets within the meaning of Section 504 of the Civil Code, i.e. competitively significant, identifiable, valued and not normally available in the relevant business circles, which are related to the plant and whose owner ensures their confidentiality in his interest. For the purposes of these Terms and Conditions, information about the processes, methods, software and hardware used and the names of the personnel and employees involved in the sale of the Goods shall also be considered confidential information.
8.3 We and You are obliged to keep all such information confidential, not to disclose it anywhere and to protect it from misuse. We may only use it in accordance with these Terms and Conditions and for the purpose of our mutual cooperation. Should it be necessary to disclose any confidential information to a third party (e.g., authorities or court), we shall inform each other of this, unless prevented by law. If You wish to disclose anything highly confidential to Us, please do not do so by unsecured email communication, but arrange with Us for an alternative method of sharing such information.
8.4 To make sure that you keep the confidentiality, we agree a penalty for breach of confidentiality. Therefore, in whatever way You violate anything We have agreed in this clause, You shall pay Us a contractual penalty of EUR 50,000. The contractual penalty shall be payable separately for each individual case of violation and shall be payable at the time of the violation. The payment of the contractual penalty shall not affect the right to compensation for damages in full.
9. SALE OF GOODS IN SPECIAL MODE
9.1 In the E-shop, or on the basis of our mutual e-mail communication, you can also buy products that are marked with the notice "Sale in special mode". Goods marked in this way are not intended for use in the civilian sector. It is intended for use by entities with appropriate exemptions such as the Police of the Czech Republic, the Army of the Czech Republic, the Prison Service and other branches of the state administration. They may also be used by private entities that have received the appropriate exemption and permission. They can also be exported to countries outside the EU, provided that the operation of these devices complies with local regulations.
9.2 The Goods are in particular active devices - transmitters using frequency bands on which these products cannot be used in the Czech Republic or other countries of the European Union without the permission of the Czech Telecommunications Office or the competent authority of another country.
9.3 By ordering and purchasing the Goods, you acknowledge fully the nature of the Goods. You also declare that you are purchasing the Goods for export outside the European Union or for the purposes set out in clause 9.1 of the Conditions or that you are a person referred to in clause 9.1 of the Conditions. Under no circumstances will you resell or use the Goods in the EU without proper authorisation.
9.4 If you breach these terms and conditions, you are fully responsible for the operation of such equipment and are the person responsible for placing the Goods on the market in the EU. This means that you will be liable for any penalties associated with the sale and use in the EU. If, as a result of Your use of the Goods in accordance with this clause of the Conditions in breach of the foregoing, We are imposed any administrative sanction, fined by a court or other authority or are required to pay any damages, You are obliged to reimburse Us in full for such costs incurred within 14 days of Us notifying You of the existence of the claim or obligation to pay.
9.5 The information about the products marked as such, examples of their use and instructions for the products that are listed on the E-shop are for illustrative purposes only and are for study and orientation purposes only.
10. LIMITATION OF LIABILITY
10.1 In no case shall We be liable for consequential, indirect, incidental, special or other damages or lost profits arising out of or in connection with a breach of the Contract, regardless of (a) whether such damages were foreseeable, (b) whether We have been advised of the possibility of such damages, and (c) what We have agreed in the email communication on which the claim is based, and regardless of whether any agreed or other remedy has failed of its essential purpose.
10.2 In the case that We are still required to compensate You for any damage or loss of profit (whether by order of a court or other public authority), you hereby agree that the maximum amount of such damage and loss of profit shall be an amount equal to the Price for the Goods.
10.3 You also assume all risk and liability in connection with the use of the Goods and we are not responsible for any given piece of advice we give you in connection with the use of the Goods.
10.4 We explicitly state that we are not liable for any defect that is caused by non-compliance with the rules in the area of product legislation, in particular in relation to conformity assessment, the issued EU declaration of conformity and other regulations related to the safety of the Goods and use. It is your obligation to evaluate that the Goods are safe and meet all of your required legal obligations.
11.1 All communication between Us and You will be by electronic mail via the email address You provide to Us when You place an Order in the E-Shop, or to which We communicate when You order via email, or to the email address provided in Your User Account.
12. FINAL PROVISIONS
12.1 If our legal relationship with you has an international element (e.g., we will ship goods outside the Czech Republic), the relationship will always be governed by the law of the Czech Republic. You also acknowledge that any disputes arising out of the Contract will be resolved in Czech courts.
12.2 The Contract may only be amended by written agreement between us. However, we are entitled to amend these Terms and Conditions, but such amendment will not affect any Contract already entered into, but only any Contract entered into after the amendment takes effect. However, we will only notify you of the change if you have created a User Account or we are to supply you with Goods on a regular and recurring basis under the Contract. We will provide you with information about the change to your email address at least 14 days before the change takes effect. If we do not receive notice from you within 14 days of sending you information about the change, the new terms will become part of our Contract and will apply to the next delivery of Goods after the change takes effect. The termination notice period in the event that you give termination notice is 2 months.
12.3 In the event of force majeure or unforeseeable events (natural disaster, pandemic, operational failures, subcontractor outages, employee strike, legal or governmental changes, etc.), We shall not be liable for damages caused as a result of or in connection with the force majeure or unforeseeable events, and if such condition persists for more than 10 days, We and You shall have the right to withdraw from the Contract.
12.4 We mutually exclude the application of commercial practices pursuant to Section 558(2) of Act No. 89/2012 Coll., the Civil Code, as amended.
12.5 We each assume the risk of a change of circumstances within the meaning of Section 1765(2) of the Civil Code.
12.6 You are not allowed to set off any claim, right or demand against Us under the Contract without Our prior written consent.
12.7 You may not assign any of Your rights or delegate any of Your obligations under the Contract without Our prior written consent. We may assign any of Our rights or delegate any of Our obligations to any person. Any purported assignment in breach of this clause shall be void.
12.8 The failure or omission of either of us to enforce any of our rights under the Contract shall not be deemed a waiver of such rights in the future and shall not constitute an established practice between us.
12.9 In the case of any doubt as to the interpretation of any provision of these Terms and Conditions, the interpretation which is in favour of Us shall apply.
12.10 These Terms and Conditions shall take effect on 01.10.2021.
Attachment No. 1 - License terms and conditions of Use of Software or Other Third-Party Works
The following Goods [Safemove, Bittium Secure Suite, Bittium Secure Call] use Bittium software. This manufacturer requires that you read and agree to the following terms and conditions of use of the Bittium software before placing an order and before using the Goods. You agree to Bittium's terms and conditions by agreeing to the Terms and Conditions.
1. The Reseller hereby grants to Customer a non-exclusive, non-transferable, limited license to use the Software solely when embedded as part of and within the Product supplied by the Reseller to the Customer. Except for the express grants, no other rights or licenses are granted or conveyed to the Customer whether by implication, estoppel, or otherwise.
2. Customer shall not copy, modify, amend, adapt, translate, reverse engineer, decompile, disassemble (except to the extent that this restriction is expressly prohibited or limited by applicable law) the Software nor create or attempt to create derivative works based on the Software.
3. This agreement does not provide for or include any right for the Customer to use the Software in any manner that would cause the Software to become subject to any license terms for software that, as a condition of use, copying, modification or distribution, require such software and/or derivative works thereof to be disclosed or distributed in source code form, to be licensed for the purpose of making derivative works, or to be distributed free of charge, including without limitation software distributed under the GPL (GNU General Public License) or LGPL (GNU Lesser General Public License).
4. Some portions of the Software may include open source software. Such portions are typically marked in the source code, in the documentation and/or as part of the installation. The said portions are delivered and licensed solely in accordance with and ruled by the relevant terms and conditions of the open source licenses and nothing in this agreement will be deemed to be a variation or amendment or waiver to the terms and conditions of those licenses. In case of a conflict between such terms and conditions and this agreement, the terms and conditions of the open source licenses shall prevail. Customer may obtain the complete corresponding source code of the portions of the Software licensed under LGPL and GPL (if any) for a period of three (3) years after delivery by sending an e-mail to opensource@Bittium.com.
5. All right, title and interest in the intellectual property rights, including but not limited to copyrights, patents, trademarks, trade secrets, whether registered or not, subsisting anywhere in the world in or relating to the Software are retained by the Reseller or its licensors, as applicable.
6. Any Software delivered by the Reseller is supplied “AS IS”. ALL WARRANTIES ARE DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EITHER EXPRESS OR IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH REGARD TO THE SOFTWARE, THE MEDIA ON WHICH SUCH SOFTWARE IS CONTAINED, AND THE ACCOMPANYING WRITTEN MATERIALS.
7. In no event will the Reseller be liable for any damages resulting from loss of data, loss of use, loss of revenue or any other pecuniary loss or for indirect, incidental, special, consequential or other similar damages even if the Reseller has been advised of the possibility of such damages. In any case, the Reseller’s entire liability under any provision of these terms and conditions shall be limited to the amount actually paid by Customer for the Software, less applicable depreciation.
8. Customer shall maintain the confidentiality of the Software, by taking those precautions in protecting the Software it employs to protect its own confidential information but no less than a reasonable amount of care.
9. Without prejudice to any other rights, the Reseller may terminate these terms with no prior notice if Customer fails to comply with the terms and conditions as stated herein. In such event, Customer must immediately cease using the Software.
10. The Customer agrees to comply with all export and re-export restrictions and regulations of US, EU and other governments. Customer shall not export Software for military end-uses, as defined in part 744.21 of the EAR, to the People’s Republic of China.