Standard Terms & Conditions
These Standard Terms and Conditions apply to any proposal and agreement and/or purchase order relating to all software and services (collectively the “Software”) sold by Unblink3D. (“Unblink3D”) to a customer (“Customer”). These terms and conditions, together with the related proposal and agreement and/or purchase order shall constitute the entire agreement (“Agreement”) between the parties.
- General Provisions
This Agreement shall apply and govern the sale of software license, support, services, equipment and materials by Unblink3D. Customer has selected the products, software and services based only on their specifications. If either party believes that other matters beyond those covered in this document are part of the Agreement, the parties will (a) describe and acknowledge them on the front of the Agreement or (b) staple a copy or description of them to the Agreement and initial them before signing; otherwise, they are not included as part of the Agreement.
- Software License
Customer acknowledges and agrees that the Software shall be licensed to Customer pursuant to terms and conditions contained in a license appearing on a computer screen during installation of the Software (commonly referred to as a “click through” license). Customer and Unblink3D agree that the terms and conditions of any click-through license contained in the Software are hereby incorporated by reference into the Agreement as if fully set forth herein. Customer agrees to be bound by the terms and conditions in any click-through license contained in the Software, regardless of whether the Software generating such click-through license is installed by Customer’s employee or by Unblink3D or an independent contractor installing the Software for Customer’s use. Unblink3D will provide a copy of such click through license to Customer upon request.
- Reinstallation Fees
If maintenance lapses, a reinstallation fee will apply. Users with an expired subscription will be charged all missed subscription fees (up to the cost of a new license) plus the current year charge to renew the expired license in order to obtain the current release and full support.
- Hardware Requirements
Customer must ensure that the hardware meets the requirements for the version of purchased/installed software.
- Professional Services
All service purchases are final and will be invoiced upon receipt of purchase order. Services must be completed within one (1) year of purchase date or payments will be forfeited. Fees are non-transferrable to other purchases.
- Warranty Disclaimer
Unblink3D DOES NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS, WILL OPERATE IN THE COMBINATIONS THAT YOU DESIRE, WILL OPERATE ERROR-FREE OR UNINTERRUPTED, OR THAT ALL SOFTWARE ERRORS WILL BE CORRECTED. UNBLINK3D EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, AND ANY WARRANTIES AND CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.
- Limitation of Liability
Unblink3D will not be responsible to Customer for consequential, exemplary or incidental damages (such as loss of profit or employee’s time) regardless of the reason. In no event shall the liability and/or obligations of Unblink3D under the Agreement or arising out of the purchase, lease, license and/or use of the Equipment by Customer or others exceed the purchase price of the Equipment. Limitations of liability regarding the Software are contained in the click-through license contained in the Software.
Shipping and handling charges will be added to the invoice where applicable.
All prices shown are in US dollars unless otherwise specified.
- Subscriptions and Auto-Renewal
The subscription will automatically renew at the end of each billing cycle unless auto-renewal cancelled by the Customer. The Customer credit card on file will be charged accordingly. Upon cancellation, the subscription will continue until the end of that billing cycle before terminating.
All terms are subject to credit approval. On overdue accounts, Customer shall pay interest at the lower of 12 percent per annum or the maximum rate allowed by applicable laws. The Customer shall provide Unblink3D with a copy of tax exemption certificate, direct pay certificate or resale certificate for the “Ship to” location if exemption from sales or use taxes is claimed.
All sales are final upon order and are not subject to cancellation, changes or reductions in amount, or suspension of deliveries except upon Unblink3D prior written consent.
- Export Compliance
Customer shall not export, re-export, or otherwise transmit, directly or indirectly, any Equipment or Software except in full compliance with all Canada and United States export control laws and regulations. These obligations shall survive the termination of the Agreement.
- Force Majeure
Neither party will be liable to the other for delays in performing any obligations under the Agreement due to circumstances beyond its reasonable control, including but not limited to revolts, insurrections, riots, wars, acts of enemies, national emergency, strikes, floods, earthquake, embargo, inability to secure materials or transportation and other events beyond the reasonable control of the parties caused by nature or governmental authorities.
- Copying and Reverse Engineering.
Customer will not: (a) copy, modify, create any derivative work of; or (b) reverse assemble, decompile, reverse engineer or otherwise attempt to derive source code (or the underlying ideas, algorithms, structure or organization); or (c) remove any copyright notices, identification or any other proprietary notices from any of the Unblink3D software.
If any provision of the Agreement is found to be invalid, illegal or unenforceable, then, notwithstanding such invalidity, illegality or unenforceability, the Agreement and the remaining provisions shall continue in full force and effect. In this event the parties will agree upon a valid, binding and enforceable substitute provision which shall be as close as possible to the commercial interests of the invalid or unenforceable provision.
- Dispute Resolution
Customer and Unblink3D shall endeavor to resolve any controversy, claim or dispute arising out of or relating to the Agreement, or the performance or breach thereof, by negotiation. Any claim that is not resolved by negotiation within thirty (30) days of notification shall be settled by arbitration in Ontario, Canada, in accordance with the rules of the ICC Canada Arbitration Committee.
This Agreement shall be governed by the laws of Ontario, Canada, without reference to conflict of laws principles.
Any and all disputes arising under or related to this Agreement shall be adjudicated exclusively in Ontario, Canada.
Both Unblink3D and Customer will comply with all laws applicable to the Agreement.
All notices given under the Agreement will be effective when received in writing. Notices to the Customer and Unblink3D will be sent to the address provided in the Agreement.
Changes to the Agreement must be in writing and must be signed by both parties.
- Complete Agreement
Customer acknowledges that it has read the Agreement, understands it, and agrees to be bound by its terms and conditions. Further, Customer represents and agrees that the Agreement and the click-through licenses contained in the Software set forth the complete and exclusive statement of the agreement including the governing terms and conditions between the parties, which shall prevail over and supersede all proposals, printed provisions on subordinate Customer documents including purchase orders, oral or written agreements, the Customer’s general terms and conditions and all other communications between the parties relating to the subject matter of the Agreement.