TERMS AND CONDITIONS
ALL PRODUCT SALES MADE BY KIOT WIRELESS SOLUTIONS LTD. (“KUBE IOT”) OR ANY AUTHORIZED DISTRIBUTOR (EITHER KUBE IOT OR SUCH DISTRIBUTOR, THE “SELLER”) TO THE PURCHASER (“BUYER”), ARE SUBJECT TO THE FOLLOWING TERMS AND CONDITIONS (“TERMS AND CONDITIONS”):
1. AGREEMENT
The following Terms and Conditions includes the entire agreement between Seller and Buyer regarding the purchase of Seller’s hardware, firmware, and/or software solutions (“Products”). By issuing a purchase order, or paying for, or accepting delivery of Products, Buyer acknowledges its unconditional acceptance of these Terms and Conditions. Seller hereby objects to and rejects any and all additional or contrary terms and conditions in Buyer’s purchase order and/or in any other document issued by Buyer, none of which shall be part of any contract between Seller and Buyer or otherwise binding on Seller unless otherwise agreed in writing by an authorized representative of Seller.
2. ORDERS
All offers to purchase Products (“Orders”) are subject to acceptance by KUBE IOT. Once Orders are accepted by Seller, they are non-cancelable or non-refundable.
3. DELIVERY
Seller will not be liable for any delay in performance due to causes beyond Seller’s control including, but not limited to, embargoes, blockages, delays or refusals to grant export or import licenses or the suspension or revocation thereof, or any other acts or omissions of government, fires, floods, severe weather, or any other acts of God, quarantines, labor strikes, riots, insurrection, acts of criminals or terrorists, war, material, shortages or delays in delivery by third parties. In the event of such delay the delivery date shall be extended for a period of time as may be reasonably necessary to compensate for such delay. Seller will not be liable for lost profits, loss of business or other incidental, consequential, indirect or punitive damages arising out of any delay. Regardless of the manner of shipment, title to any Products and risk of loss or damage thereto shall pass to Buyer upon tender by Seller to the carrier.
4. NO LICENSE
Products are offered for sale and are sold by Seller subject in every case to the condition that such sale does not convey any license, expressly or by implication, estoppel or otherwise, under any patent, copyright, or other intellectual property right with respect to which Seller can grant licenses covering complete equipment, or any assembly, circuit combination, method or process in which any such Products are used as components.
5. INTELLECTUAL PROPERTY INFRINGEMENT
Seller shall have no obligation or liability to Buyer for any claim of infringement of any patent, copyright, trademark, or design or for any claim that Seller has misappropriated or unlawfully disclosed or copied or used any data or trade secrets. With regard to Seller’s Products sold to Buyer under this Agreement, Buyer shall indemnify Seller and hold Seller harmless for and Buyer shall be responsible for and pay any and all awards or damages assessed against Seller and any expenses incurred by Seller to defend against any claim arising out of (i) modifications or improper use made by any person or entity other than Seller, (ii) conformance by Seller with specifications, designs or instructions provided by Buyer, or (iii) the combination or incorporation of any Product, or of the elements of any Product, with any other circuitry, subassembly, products, equipment or materials not supplied by Seller.
6. PROPRIETARY INFORMATION
Seller may provide proprietary information to Buyer in connection with Products. Such information shall remain the exclusive property of Seller, and Buyer shall protect such information using the same measures that Buyer uses to protect its own information of a similar nature, but not less than with a reasonable standard of care. Buyer agrees that its obligation to protect Seller’s proprietary information shall be ongoing and shall survive termination of these Terms and Conditions.
7. USE OF PRODUCTS
Buyer shall indemnify Seller against all claims, losses, damage, or injury arising out of or related to the use of Products, whether sold separately or incorporated into any of Buyer’s products or services. Buyer understands and agrees that Products are neither designed nor warranted for use in medical devices with life support functions, safety equipment (or similar applications where component failure would result in loss of life or physical harm), and military or space applications or environments. Any use of Products in these applications or environments is at Buyer’s sole and exclusive risk.
8. DESIGN MODIFICATION
Seller reserves the right to make changes in Product design or specifications at any time without providing prior notice to Buyer, provided such Products substantially conform to the form, fit and function of the original product.
9. REVERSE ENGINEERING
Buyer must not reverse assemble or reverse compile or directly or indirectly allow or cause a third party to reverse assemble or reverse compile the whole or any part of Products.
10. LIMITED HARDWARE WARRANTY
For a period of ninety (90) days after the Delivery Date (the “Warranty Period”), Seller warrants that IoT sensors and gateways (“Hardware’’), when used in accordance with the instructions in the applicable documentations, will operate as described in the documentation. Seller does not warrant that Buyer’s use of Products will be error-free or uninterrupted.
11. LIMITATION OF LIABILITY
SELLER’S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS AND CONDITIONS AND/OR SALE OF PRODUCTS, WHETHER FOR BREACH OF CONTRACT OR WARRANTY, NEGLIGENCE, OR OTHERWISE, SHALL BE LIMITED TO THE AMOUNT RECEIVED BY SELLER FROM BUYER FOR THE PRODUCTS WHICH GIVE RISE TO SUCH LIABILITY OR CLAIMS. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY COSTS OF PROCUREMENT OF SUBSTITUTE GOODS BY BUYER, OR FOR ANY LOST PROFITS, LOSS OF DATA OR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR OTHER DAMAGES, WHETHER OR NOT SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES, HOWEVER CAUSED, AND REGARDLESS OF THE THEORY ON WHICH SUCH CLAIM IS BASED. THE EXCLUSIONS AND LIMITATIONS OF THIS SECTION 10 ALSO APPLY TO ANY LIABILITY THAT MAY ARISE OUT OF THIRD-PARTY CLAIMS AGAINST BUYER. THE ESSENTIAL PURPOSE OF THIS PROVISION IS TO LIMIT THE POTENTIAL LIABILITY OF SELLER ARISING OUT OF THIS CONTRACT AND/OR SALE OF PRODUCTS. THE LIABILITY LIMITATIONS HEREIN SHALL CONTINUE TO APPLY EVEN IF AN EXCLUSIVE REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SELLER DISCLAIMS ALL LIABILITY OF ANY KIND ON BEHALF OF SELLER’S LICENSORS AND SUPPLIERS. NOTHING IN THESE TERMS AND CONDITIONS SHALL IN ANY WAY LIMIT ANY APPLICABLE CONSUMER RIGHTS UNDER LOCAL LAW.