This is a legal agreement between you (meaning you as an individual if you are acting on your own behalf, or the company that you represent if you are acting on behalf of such company) and BIOX ApS (“BIOX”). By using a product made and/or distributed by BIOX (a “BIOX Product”), you agree to the general product terms (“Product Terms”) set out below. These Product Terms may be updated by BIOX from time to time, and it is your responsibility to ensure your use of a BIOX Product is in compliance with the current version of these Product Terms.
BY USING A BIOX PRODUCT, YOU ARE CONSENTING TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS SET FORTH BELOW. IF YOU DO NOT AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS SET FORTH BELOW, DO NOT USE A BIOX PRODUCT.
1. TITLE, INTELLECTUAL PROPERTY AND USE RESTRICTIONS
1. If purchased directly from BIOX, title to any hardware component of a BIOX Product bought by you shall pass to you upon your full payment for such BIOX Product.
2. Notwithstanding the foregoing, title to any software component of a BIOX Product shall not pass to you, and you are hereby put on notice that your use of any BIOX software supplied to you under this agreement is governed by and subject to the software license terms as may be provided to you with the BIOX software. Such license terms may be included as a file with the software that you download from BIOX for use with BIOX hardware, such as with an SDK. Use of any third party software under these Product Terms shall be governed by and subject to your agreeing to the terms of all applicable third party agreements and licenses respecting such third party software.
3. You do not acquire any intellectual property or other proprietary rights under these Product Terms, including without limitation any right, title or interest in and to patents, copyrights, trade-marks, industrial designs, confidential information, or trade secrets, whether registered or unregistered, relating to BIOX Products, software or any part thereof. Your only rights to BIOX Products, software, or any part thereof shall be those rights expressly licensed or granted to you under these Product Terms or in a separate, mutually agreed upon, written agreement between you and BIOX. Any rights not expressly granted under these Product Terms are reserved.
4. Except to the extent expressly agreed upon in writing by you and BIOX, you shall not, and you shall not permit any third party to, copy, reproduce, distribute, modify, decompile, disassemble or reverse engineer the BIOX Products and/or any software provided to you by BIOX as part of the BIOX Products, nor shall you use the BIOX Products except to facilitate your internal business functions or for personal, non-business-related use.
5. You are responsible for the selection, implementation, and performance of any and all third party equipment used in connection with the BIOX Products, and for compliance with any licenses, conditions, laws, rules and/or regulations respecting the use of the BIOX Products and any equipment, services or software used in conjunction with the BIOX Products. This includes all applicable laws, regulations and orders applicable to the export, re-export, transfer or resale of BIOX Products. You also acknowledge that BIOX will not take, and will not be required to take, any action contrary to such applicable laws.
1. BIOX reserves the right to make changes in the design of its BIOX Products without the obligation to make equivalent changes to BIOX Products that have previously been supplied to you.
2. A BIOX Product may include embedded software (firmware). BIOX reserves the right, but has no obligation, to download updates to your BIOX Product upon your BIOX Product being connected to a computer with Internet capability, in order to maintain compatibility with BIOX software associated with such BIOX Product, such as an SDK.
1. BIOX warrants that, for a period of one (1) year from the date that the BIOX Products are delivered to you by BIOX or its authorized distributor: (a) the BIOX Products will comply with BIOX’s specifications for such BIOX Products, and (b) the BIOX Products will be free from material defects in material, design and workmanship. This warranty is valid only for the original purchaser of a new BIOX Product obtained from BIOX or its authorized distributor, and shall not survive any transfer of ownership of the BIOX Product.
2. You must obtain a valid, written Return Materials Authorization (RMA) from BIOX as part of the warranty return process. BIOX reserves the right to refuse or return any BIOX Products sent back without an RMA.
3. If you notify BIOX of any such material defects or non-conformance within such one (1) year period and obtain the applicable RMA, BIOX will, at its option, repair or replace the BIOX Products. If BIOX is unable to repair or replace such BIOX Products within a reasonable timeframe, BIOX will refund you the amounts paid for such defective or non-conforming BIOX Products. All shipment of such BIOX Products is at your expense, unless BIOX otherwise agrees in writing.
4. BIOX may, at its option, use new or refurbished or used parts in good working condition to repair or replace any BIOX Product. Any replacement BIOX Product will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer, or for such minimum time period as required by the jurisdiction in which you reside.
5. The above warranty shall not apply to defects or non-conformities resulting from: (a) use of the BIOX Product in a manner contrary to, or not in accordance with, the documentation (including these Product Terms), guidelines or instructions provided by BIOX, (b) any modification, maintenance or repair of the BIOX Products by anyone other than BIOX, (c) normal wear and tear, (d) external causes such as, but not limited to, power failure or electrical power surges, or (e) your breach of these Product Terms. This warranty additionally does not cover BIOX Products marked as “sample” or sold “AS IS”.
6. BIOX does not warrant that the operation of the BIOX Product will be uninterrupted or errorfree. Additionally, the foregoing warranty does not apply to any software provided to you, except to the extent that the BIOX Product does not comply with this warranty solely due to firmware issues that are not excluded under this section. All BIOX software is provided “AS IS”, and subject only to the license terms applicable to such software.
7. The warranty set forth in this section is the exclusive warranty made by BIOX to you. BIOX disclaims all other representations, warranties and conditions, whether express or implied, including but not limited to any express or implied representations, warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, noninfringement, or any other warranty or condition arising by statute, custom or usage of trade related to the BIOX Products provided hereunder. Some jurisdictions may not allow the exclusion or limitation of implied warranties and conditions. To the extent permitted by law, any implied warranties or conditions relating to the BIOX Products and services to the extent that they cannot be excluded as set out above are limited to one (1) year from the date that the BIOX Products are delivered to you.
1. You shall defend, indemnify and hold BIOX, its successors, assigns, officers, directors, employees and agents harmless from any and all claims, damages, judgments, settlements, losses or expenses, including but not limited to attorney’s fees and charges, and court and arbitration costs, arising out of or relating to these Product Terms (including without limitation (a) a claim of infringement of any intellectual property or proprietary right arising from your combination or use of the BIOX Products with software, interfaces, or other materials that are not supplied or specifically authorized by BIOX, (b) a claim respecting any injury, death or property damage in connection with your use or misuse of the BIOX Products, (c) any third party claim arising from your unauthorized or improper use or modification of the BIOX Products, and (d) any third party claim arising out of your material breach of these Product Terms). This indemnity obligation excludes any direct damages to the extent arising from the gross negligence or willful misconduct of BIOX.
5. LIMITATIONS OF LIABILITY
1. In no event will BIOX be liable under these Product Terms for any damages other than your direct damages to the extent arising from BIOX’s gross negligence or willful misconduct, and in no event shall BIOX’s aggregate liability exceed $200.00.
2. No claim may be brought against BIOX, whether in contract, tort or otherwise, more than two years after the BIOX Products were delivered.
3. The BIOX Product is not intended for control of, or use with (whether direct or indirect), industrial, commercial, military or medical equipment, and is not intended for any use where failure or fault of the BIOX Product could directly or indirectly cause risk or damage to life or property, or in any mission-critical application. Any such use is entirely at your discretion and risk, and shall void the warranty contained in these Product Terms. You will be solely responsible for (and BIOX disclaims) any and all loss, liability, or damages resulting from such use.
4. EXCEPT FOR THE LIMITED DIRECT DAMAGES SPECIFIED IN THIS SECTION, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL BIOX BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, DATA, USE OR OPPORTUNITY, WHETHER OR NOT SUCH DAMAGES WERE FORESEEN OR UNFORESEEN, AND WHETHER OR NOT BIOX WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
1. BIOX shall not be obligated to provide any support or maintenance services for the BIOX Products unless otherwise expressly agreed upon in writing by you and BIOX. However, this provision does not relieve BIOX of its warranty obligations described in the Warranty section of these Product Terms.
7. CANCELLATION AND TERMINATION
1. BIOX may terminate these Product Terms upon written notice to you, and may also (if applicable) stop any BIOX Products in transit to you and suspend the delivery of BIOX Products to you without penalty, if: (a) you commit a material breach of these Product Terms and fail to remedy such breach within thirty (30) days of receiving notice of such breach, or (b) you become involved in any legal proceeding concerning your solvency, have a receiver or administrator appointed of any of your assets, cease or threaten to cease operations, or otherwise have a serious and reasonable doubt arise respecting your solvency.
2. Upon termination of these Product Terms for your breach or insolvency: (a) all of BIOX’s performance obligations hereunder shall immediately cease, (b) your license to use any softwareprovided to you hereunder shall immediately cease, and you shall either return all such software to BIOX or have an officer of your company certify that such software has been destroyed, and (c) any payments then due to BIOX become immediately payable in full. The foregoing shall be in addition to, not in lieu of, any other rights and remedies that BIOX may have in relation to your breach or insolvency.
3. Except as otherwise specified herein, neither party shall be entitled to terminate or cancel these Product Terms except with the prior written consent of the other party.
2. You agree that BIOX shall own all feedback, including without limitation: ideas, concepts, or changes to the BIOX Product developed or identified in the course of these Product Terms or as the result of your use of the BIOX Product, and all associated intellectual property rights therein (collectively the “Results”), and hereby assign to BIOX all of your right, title and interest thereto. However, the foregoing shall not be deemed to transfer any ownership of applications or other materials that you develop to be compatible with the BIOX Product, provided that such developments are independently developed by you without breaching these Product Terms.
1. These Product Terms constitute the entire agreement between the parties and supersede all previous agreements relating to your usage of the BIOX Product. These Product Terms may not be altered, amended, or modified except by a written instrument signed by the duly authorized representatives of both parties. If any one or more of the provisions of these Product Terms is for any reason held to be invalid, illegal, or unenforceable in any respect, any such provision shall be severable from theseProduct Terms. No waiver by either party of a breach or omission by the other party under these Product Terms shall be binding on the waiving party unless it is expressly made in writing and signed by the waiving party. These Product Terms, and all BIOX Product requirements, shall be governed by, and construed in accordance with, the laws of the Province of Ontario. It is the express will of the parties that these Product Terms and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.
1. If you have any questions or inquiries regarding these Product Terms or any order or purchase, please contact the BIOX support team through the contact details at firstname.lastname@example.org. Please note that e-mail communications will not necessarily be secure, so please do not include credit card information or other sensitive information in your e-mail correspondence with us.