General AIS terms and conditions

Terms and Conditions – Automated Inspection Service (AIS)

These General Terms and Conditions, together with any other agreements or terms incorporated by reference, including the Privacy Policy https://inspekto.wpengine.com/privacy-policy/ (the “Terms“) govern any proposal, quote, estimate or other ordering document incorporating these Terms by reference (each, a “Proposal”), between the Inspekto entity providing the Proposal (the “Company”) and the customer whose details are set forth in such Proposal (the “Customer”). These Terms constitute a binding and enforceable legal contract between the Company and the Customer. By accepting the Proposal, issuing an order or estimate under the Proposal or by accepting or using the Products and/or Services specified thereunder, Customer agrees to these Terms. By accepting these Terms, you represent that you have the authority to bind the Customer on behalf of which you are accepting these Terms. If the entity that you represent does not agree with these Terms, you must not accept these Terms or use the Products.

  1. Pricing and Payment
    • Any prices quoted by the Company in the Proposal, regarding the products to be leased, under the Automated Inspection Service (AIS) including but not limited to the S70 SYSTEM, by the Company (“Products”) or Services to be provided by the Company (“Services”) under the Proposal, are valid for 60 days, unless otherwise noted in the Proposal. Unless explicitly provided otherwise in the applicable Proposal, any quoted prices are exclusive of VAT and all other taxes, licenses, permits, fees and custom duties, which shall be borne by the Customer.
    • Unless otherwise agreed in writing between the Customer and the Company, Customer shall pay the fees applicable to the Services under the Proposal on a quarterly basis, within fourteen (14) days of invoice delivery. Customer shall pay the fees applicable to the Products and Services in accordance with the payment terms set forth in the Proposal. Any applicable additional expenses shall be borne by the Customer.
    • Any payment owed by the Customer to the Company and not made within fourteen (14) days of the date due for such payment, shall bear a monthly interest of 2.5% or the maximum rate permitted by applicable law (whichever is lower), until such payment is received by the Company.
  2. Delivery, Shipping and Installation; Return
    • Except as otherwise provided herein or in the Proposal, the Products are leased and delivered DAP the Company’s facility address set forth in the Proposal, in accordance with the schedule specified in the Proposal, subject to prompt receipt of all necessary information and reasonable cooperation from the Customer.
    • The Products shall be installed at the Customer’s facility only by Customer personnel who have been trained by the Company to perform such installation and certified as required by applicable law. Customer shall use the Products only in accordance with applicable documentation provided by the Company (the “Documentation“).
    • The Company shall not be liable for delays in its performance under the Terms or the Proposal, due to force majeure or causes beyond its reasonable control. In the event of any such delay, date of delivery shall be extended for a period of time equal to that lost by reason of the delay.
    • Prices quoted in the Proposal are exclusive of any and all taxes, freight and delivery charges (unless mentioned specifically in the Proposal) and/or other charges applied by any governmental or other body and paid by the Company in connection with the delivery of the Products to the Customer.
    • The Customer is responsible to notify the Company in writing within five business days of the receipt of any shipment of any missing or damaged items in such shipment.
    • The Customer is responsible for compliance with any applicable import legislation and/or regulations which may apply to the import of the Products to the country of destination.
  3. Intellectual Property
    • All intellectual property rights in the Products, Software, Services and Documentation (the “Company Materials“) and any part thereof, including any and all derivatives, changes and improvements thereof lie exclusively with Company.
    • Customer shall (i) not attempt to infiltrate, hack, reverse engineer, decompile, or disassemble the Company Materials or any part thereof for any purpose; (ii) not represent that it possesses any proprietary interest in Company Materials or any part or derivative thereof; (iii) not directly or indirectly, take any action to contest Company’s intellectual property rights or infringe them in any way; (iv) except as specifically permitted in writing by Company, or as reasonably necessary to utilize the Products not use the name, trademarks, trade-names, and logos of Company; (v) except as specifically permitted herein, not copy any part or content of the Company Materials, reports or documentation other than for Customer’s own internal business purposes; (vi) not copy any features, functions or graphics of the Company Materials or use it to build a competitive product or service; and (vii) not remove the copyright, trademark and other proprietary notices contained on or in Company Materials. Customer shall take no action, directly or indirectly, to register Company trademarks (or their variation), domain names, or copyrights in its own name and shall provide commercially reasonable assistance to Company at Company’s expense to prevent the occurrence of such activity by any third parties.
    • If Customer provides any input or feedback regarding Company Materials Customer acknowledges that the Company may freely use such feedback and Customer shall have no right or claim towards the Company in connection with any use of such feedback, or any intellectual property rights developed based on the feedback.
  4. Software
    • Subject to the terms and conditions of these Terms and the applicable purchase order, the Company hereby grants the Customer solely during the Term (as defined in the applicable Proposal) a non-transferable, non-sublicensable, nonexclusive, royalty free, limited license, to use the Company’s software as supplied by the Company (the “Software”), for use on or in conjunction with a single unit of the Company’s Products.
    • Except as expressly provided for in these Terms, the Customer is prohibited from: (a) using the Software with any other product, other than the Product; (b) removing or altering any copyright, trademark or proprietary notice in or on the Software or the Product; (c) copying, adapting, modifying or enhancing any portion of the Product, or creating any derivative works based on the Product, nor permitting any person or entity under the Customer’s control to do so; (d) studying the Product for the purposes of developing a product which is similar to or competitive with the Product; (e) reverse engineering the Product, or decompiling, disassembling, or otherwise attempting to reconstruct the source code of the Software; (f) taking any action designed to defeat the operation of any security measure incorporated in the Product; (g) publishing, distributing, selling, disclosing, marketing, sublicensing, renting, leasing, displaying, providing, transferring or making available the Product, or any portion thereof, to any third party; (h) using the Product in any manner not authorized by these Terms.
    • Any rights in or to any feedback or suggestion relating to the Software and/or any Products or any software or service owned or offered by the Company shall vest in the Company and the Company shall have full rights to exploit, use, copy, modify and distribute, including by incorporating into any of the Company’s software, product or service, any suggestions, enhancements, recommendations or other feedback provided by the Customer. The Customer undertakes not to knowingly provide the Company with feedback or suggestion that infringes upon third parties’ intellectual property rights. Company retains full and exclusive ownership and entitlement in any and all copy rights and other intellectual property rights associated or related to the Products, the Software and/or any derivatives thereof.
    • The software license granted hereunder is effective until terminated. The Customer’s right under this license will terminate automatically without notice if the Customer fails to comply with any term herein. Upon the termination of this license, the Customer shall cease all use of the Software. Upgrades, modifications and additional features to the Software may apply from time to time, all in accordance with Company’s policy and sole discretion and as coordinated with the Customer in advance.
  5. Product
    • Throughout the Term, Customer shall be liable to Company for any loss, or theft of the Products. If the Products, or any part thereof are stolen or lost whilst in the possession of Customer, Customer shall pay Company all costs and expenses associated with the replacement of the Products or the full current replacement cost of such Products. If the Products are lost, stolen or damaged, Customer agrees to promptly notify Company.
    • The Products shall be kept in the Customer’s possession as set out in the Proposal, Customer shall not transfer or change such location without Company’s prior written approval, and no third party has or shall have rights of any kind therein. Customer warrants and undertakes that the Products are, and shall remain during the full Term, free and clear from any right or interest of any third party, including any mortgage, charge, pledge, lien, attachment, assignment or any other encumbrance or security interest or arrangement of whatsoever nature over or in the relevant Products.

 

  • The exclusive ownership in the Products shall remain with Company throughout the Term, and the Customer shall not be given any right of ownership in the Products, other than the right to hold the Products and use it for its internal business purposes.
  • Prior to return of the Products to the Company at the end of the Term, Customer shall download any information or data stored on the Product which Customer wishes to retain. The Company may delete any data or information stored on the Products upon receipt thereof. Upon the termination or expiration of the Term, Customer shall return the respective Products to Company, at its sole cost and expense.
  • If the Customer fails to effect payment pursuant to Section ‎1, Company may seize the Products and take all the required measures for that purpose, including entering the Customer’s premises and seizing the Products, and all the expenses involved therewith shall be borne by the Customer.

 

  1. Limited Warranty and Liability
    • The Company warrants Products leased to the Customer hereunder to be free from defects in materials and workmanship and to operate in accordance with any Product’s applicable documentation as provided by the Company (the “Warranty“) for the Term (as defined in the applicable Proposal) (the “Warranty Period“).
    • The Company shall handle Warranty claims in accordance with the Service Level Agreement attached as Exhibit A.
    • The Company makes no warranty whatsoever and shall have no liability whatsoever with respect to defects, failures or deficiencies of any Products leased hereunder, which result, directly or indirectly, from: (i) improper use or operation, improper handling, installation or maintenance, improper storage, unnecessary or improper alterations, modifications, adjustments or repairs; or (ii) any reason external to the goods furnished by the Company, including without limitation, mechanical or otherwise any physical impact on the Customer’s manufacturing line or plant, accident, fire, flood and extreme weather conditions.
    • THE COMPANY MAKES NO REPRESENTATION AND GRANTS NO WARRANTY REGARDING THE PERFORMANCE, RESULTS OR SUITABILITY OF ANY PRODUCT TO THE CUSTOMER’S INTENDED USE; THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE PRODUCT IS ASSUMED BY THE CUSTOMER.
    • IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL OR INDIRECT DAMAGES, OR FOR LOSS OF USE, LOSS OR CORRUPTION OF DATA, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN CONNECTION WITH OR ARISING FROM THE USE OF ANY PRODUCTS OR THE PROVISION OF ANY SERVICES, OR THE CUSTOMER’S USE OF OR INABILITY TO USE THE SOFTWARE OR THE PRODUCTS, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, AND REGARDLESS OF WHETHER THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO CASE SHALL THE COMPANY’S AGGREGATE LIABILITY UNDER THESE TERMS OR ARISING OUT OF THE CUSTOMER USE OF THE SOFTWARE OR ANY PRODUCT OR THE PROVISION OF SERVICES EXCEED THE AMOUNT PAID BY THE CUSTOMER FOR THE PARTICULAR PRODUCT OR SERVICES INVOLVED.
    • THE SOFTWARE LICENSED HEREUNDER IS LICENSED ON AN “AS-IS” BASIS WITHOUT WARRANTY OF ANY KIND. THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND AND DISCLAIMS ALL WARRANTIES, EXPRESSED, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, PERFORMANCE, RESULTS, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. COMPANY AND ITS AFFILIATES DO NOT WARRANT THAT THE PRODUCT AND/OR SOFTWARE WILL MEET THE CUSTOMER’S REQUIREMENTS, THAT PRODUCT AND/OR SOFTWARE AND/OR THE PRODUCT THEREOF WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ALL ERRORS WILL BE RECTIFIED. THE CUSTOMER EXPRESSLY ACKNOWLEDGES AND AGREES THAT USE OF THE SOFTWARE IS AT THE CUSTOMER’S SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS SOLELY WITH THE CUSTOMER. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THESE TERMS.
  2. Insurance.

During the Term, Except for actual physical damage to the S70 System, Customer shall be responsible for all risks of physical damage to, loss, theft, fire, or destruction of, or diminution in value of the Products, as well as third party and reflected damage risks.  Customer shall also be responsible for the proper use and deployment of the Products. Customer will insure the Products insurance of property and contents, including but not limited to, insurance against risks of theft, fire, or other loss, damage or diminution of value in an amount not less than the price of new Products.  The Products shall be returned to Company in as good a condition as when received by the Customer, except for reasonable wear and tear.

  1. Miscellaneous
    • The Customer may not assign any Proposal made in accordance with these Terms or any right the Customer may have pursuant to these Terms without the Company’s prior written permission.
    • The Customer is solely responsible for compliance with any applicable law (including, without limitation data protection and privacy laws) and regulations in connection with the use of the Products. The Company shall take any necessary measure in order to comply with any applicable data protection and privacy laws and regulations with respect to any personal data the Customer may provide in the course of the Customer’s engagement with the Company. The Customer acknowledges and confirms that Company may: (i) use the data produced by the system and Products during its operation in order to improve and enhance performance, and (ii) collect aggregate, anonymous or unidentifiable usage data from users of the Products.
    • These Terms shall be governed by and interpreted in accordance with the laws of the country in which the Company is incorporated without reference to its conflicts of law provisions. Notwithstanding the foregoing, the Company may, without limiting its other rights and remedies, be entitled to seek equitable relief, including but not limited to injunctive relief, in any court of competent jurisdiction.
    • In the event that it is determined by a court of competent jurisdiction that any provision of these Terms is invalid, illegal, or otherwise unenforceable, such determination shall not affect the validity and enforceability of any other legal enforceable provisions hereof unless such illegality, invalidity or unenforceability destroyed the underlying business purpose of the affected transaction.
    • No delay or omission by the Company in exercising any of its rights hereunder shall operate as a waiver of such rights.
    • Without derogating from any right or remedy available to Company under any law or agreement, the Customer will defend, indemnify, and hold Company and/or any affiliate thereof harmless from any and all claims, losses, damages, debts, settlements, costs, attorneys’ fees, expenses and liabilities of any type whatsoever (collectively referred to as “Claims”) arising from or related to any death or injury to employees or contractors of the Customer and/or any affiliate thereof caused in connection with the installation, use or implementation of a Product by or for the Customer. Company will have the right to participate in or conduct the defense of such Claim with counsel of its own choice. Company will use reasonable effort to promptly notify the Customer of any such Claim. No settlement of a Claim will be binding on Company without its prior written consent.
    • Export Restrictions. The Services may be subject to export laws and regulations of the United States and other jurisdictions. Customer will not permit the access to or the use of the Services in any country which is subject to an embargo by the United States and shall not use the Services in violation of any other export restriction. In addition, Customer shall not provide the Services to persons on the United States Table of Denial Orders, the Entity List, or the List of Specially Designated Nationals.

HFNDOCS# 6946527v7 – Inspekto AIS Terms and Conditions

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