LEGAL
Products and Services General Terms and Conditions
V1.1
Updated: July 2024
These General Terms and Conditions for Products and Services, as published on VeeMost Technologies Inc.'s website at "www.store.veemost.com" at the time of sale or procurement, unless otherwise agreed in writing and signed by an authorized representative of VeeMost Technologies Inc. Inc. or its applicable subsidiary, govern all purchases and provisioning of Products (as defined below) by the entity placing an order ("Customer") and VeeMost Technologies Inc. Inc., a New Jersey corporation, or its appropriate subsidiary(ies) with which Customer transacts (individually and collectively, "VeeMost Technologies Inc.").
“Products” as used herein includes the following:
“Hardware” – refers to all products offered by VeeMost Technologies Inc. other than Services or Software.
“Software”- refers to all software programs or other functionalities offered in any format, including installed copies of programs licensed by vendors, programs supplied by publishers, manufacturers, or other service providers of the products (collectively, " Vendors "), software offered as a subscription-access service, or in any other way, including any updates, modifications, or customizations made by the relevant vendors, as well as any third-party programs embedded in or included with the software products. Any references to "purchase" or "sale" herein should be interpreted to refer to the license and/or subscription and accompanying right to use when referring to Software; all Software is licensed or subscribed to as a service and is not sold; and
“Services” - services provided by a Vendor, VeeMost Technologies Inc. or VeeMost Technologies Inc.’s subcontractor which may be offered as a SKU or as separately described in a Statement of Work (SOW), and which may be subject to such additional terms as may be set forth therein or other written agreement between Customer and VeeMost Technologies Inc..
By ordering any Product, Customer accepts and agrees to be bound by and comply with these General Terms.
1. Credit.
VeeMost Technologies Inc. will specify Customer’s payment terms when Customer establishes its account. Customer’s credit line and payment terms are subject to change from time to time. VeeMost Technologies Inc. has the right to modify, increase, decrease or terminate Customer’s credit privileges and terms at any time.
2. Orders .
A. Resale. Regarding all of the products that the customer purchases from VeeMost Technologies Inc. with the intention of reselling, the following requirements must be met:
(i) the product must only be sold within the authorized territory;
(ii) the customer must provide VeeMost Technologies Inc. with information about the territories in which the customer intends to resell the products; and
(iii) the customer may not resell products outside the authorized territory without written consent from VeeMost Technologies Inc., as well as all applicable Vendor territory limitations.
B. End Use. For every product that the customer purchases from VeeMost Technologies Inc. for its own use, the following terms and conditions apply:
(i) Customer accepts all agreements, policies, and other terms and conditions of the relevant Vendor for the products it orders;
(ii) Customer agrees to refrain from doing any of the following at all times, either directly or indirectly, and to not allow any of its users or third parties to do so, unless VeeMost Technologies Inc. specifically agrees in writing: (1) copying, altering, or producing derivative works of the products, in whole or in part;
(2) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or provide the Products to any other third party in any other way; (3) attempt to obtain access to, or reverse engineer, any Product, in whole or in part; (4) remove any proprietary notices from the Products; or (5) use the Products in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law, including without limitation applicable export laws.
C. Software. Customer undertakes to abide by any applicable Vendor rules governing the use or resale of such Software and acknowledges and accepts that all Software is given directly to the end user by the Vendor thereof in accordance with the applicable agreement and other terms and conditions provided by the Vendor. VeeMost Technologies Inc. is the company that charges for the software; nevertheless, any claims pertaining to the software or its use must be made by the end
user directly with the vendor, and the customer agrees to keep VeeMost Technologies Inc. blameless from and against any such claims. VeeMost Technologies Inc. offers the software "as-is," meaning that it has all bugs. The vendor of the software is the only party that offers warranties for it, if any.
D. Other Terms. Additional terms and conditions may apply to the purchase and use of certain Products as specified with the description of the particular Product. Customer’s orders are offers to purchase Products subject to these General Terms. All orders are subject to VeeMost Technologies Inc.’s acceptance. VeeMost Technologies Inc. may decline or cancel any order for any reason at any time prior to acceptance, which occurs at time of shipment, or as otherwise specified in these General Terms. VeeMost Technologies Inc.’s acceptance of Customer’s order is limited to these General Terms without any modification or exception. Additional terms and conditions on any Customer document (e.g., order) will have no effect and will not change or add to these General Terms whether or not VeeMost Technologies Inc. specifically objects to those terms and conditions. Customer represents and warrants that all of Customer’s employees and agents placing orders on behalf of Customer are duly authorized to commit Customer. Customer acknowledges that by saving a credit card for future use, Customer agrees to store its card details for future payments. Customer is responsible for keeping its login information secure and safe. Anyone who has access to Customer’s account will be able to make purchases using Customer’s saved card. Customer will be liable for any transactions made on Customer’s account. Customer is responsible for monitoring its orders on a daily basis. All accepted orders are binding. Customer may not cancel or amend any accepted order without VeeMost Technologies Inc.’s written consent, except in the event of a material default by VeeMost Technologies Inc. with respect to such order which has not been cured by VeeMost Technologies Inc. within a reasonable period of time, but not less than 10 days, following receipt of written notice from Customer of such default. Any cancellation by Customer permitted under these General Terms must be in writing and specify in reasonable detail the nature of the default. Orders for non-standard Products, including Products configured to Customer’s specifications, are non-cancelable and non-returnable.
3. Price .
Customers may buy Products at the rates that VeeMost Technologies Inc. determines are in effect at the time of shipment. Quoted prices are not inclusive of taxes, handling, shipping, transportation, tariffs, or any other costs or fees, unless otherwise specified in an estimate or invoice. They are also subject to change without notice. Regarding the use, sale, import (or export), and delivery of the Products, the Customer shall pay all relevant fees, tariffs, and any federal, state, provincial, municipal, and other government taxes. Prior to shipment, the customer must provide VeeMost Technologies Inc. with exemption certifications that are valid in the delivery location.
In the event that a vendor provides VeeMost Technologies Inc. with special pricing for a particular order, the customer agrees to abide by the vendor's applicable terms and conditions regarding special pricing. In exchange for special pricing and other vendor-driven benefits, such as marketing funding, price protection, and individual rebates, the customer agrees to pay any service fees assessed by VeeMost Technologies Inc. Payment of these benefits is contingent upon VeeMost Technologies Inc. receiving benefits from the vendor.
Certain conditions may apply to the customer in order to comply with the special pricing terms. These conditions may include, but are not limited to: (a) selling the products only to customers who have been specifically identified; (b) disclosing customer information to VeeMost Technologies Inc. and the vendor in order to verify end users; (c) sending copies of customer invoices, purchase orders, or shipping documents to VeeMost Technologies Inc. and the vendor; and (d) selling the products into the authorized territory(ies) as designated by the product's vendor.
Breach of the special pricing terms and conditions may entitle VeeMost Technologies Inc. and/or the Vendor to reclaim and invoice Customer in full for all discounts, rebates, and other special price conditions granted to Customer under the special pricing terms and conditions or special price. This is subject to the special pricing terms and conditions applicable for the individual Vendor and Products. The customer acknowledges and accepts that VeeMost Technologies Inc. will only apply special discounts or promotions to products sold into the permitted territory or territories as designated by the vendor. Customer agrees to reimburse VeeMost Technologies Inc. for the value of any special discounts and promotions and to hold VeeMost Technologies Inc. harmless from and against any losses, claims, damages, penalties, costs, and expenses incurred by Customer as a result of Customer's failure to comply with this provision. This liability arises if Customer fails to sell the Products into the authorized territory(ies) as specified by the Vendor.
4. Payment .
The customer undertakes to settle all fees in accordance with the schedule of payments specified in every invoice for the products it purchases from VeeMost Technologies Inc. Customer gives up all rights to set-off or pursue a similar remedy against VeeMost Technologies Inc., in whole or in part, for any amount that VeeMost Technologies Inc. or any of its subsidiaries may owe Customer, whether at law, in equity, under contract, or otherwise. Payments may be applied by VeeMost Technologies Inc. to any account owned by the customer. VeeMost Technologies Inc. may delay, suspend, or cancel any outstanding delivery or order in the event that the customer defaults on any payment, and it may also declare all outstanding balances under all invoices to be immediately due and payable. The customer consents to pay interest according to the terms stated on each invoice until it is collected, at the rate of 1.5% per month, or the maximum rate allowed by law, whichever is lower, on any payment that is past late. Any credits offered by VeeMost Technologies Inc. will automatically expire after 12 months, unless otherwise specified by applicable legislation.
Customer hereby expressly acknowledges and agrees that these General conditions will apply to any purchases made by Customer from VeeMost Technologies Inc. through third-party marketplaces or platforms, regardless of any conditions to the contrary from third parties.
Customer shall not be released from any payment obligation(s) to VeeMost Technologies Inc. when due, in whole or in part, by reason of Customer's failure or inability to collect payment from any third party. Customer's payment obligations to VeeMost Technologies Inc. are not contingent upon Customer receiving payment from any end-user or other third-party.
5. Transportation.
Deliveries of products to locations outside of the United States shall be delivered Ex Works (Incoterms 2020), and all hardware deliveries to locations within the United States, excluding its territories and possessions, will be made FOB origin VeeMost Technologies Inc.'s specified location. When VeeMost Technologies Inc. tenders the Hardware to the transportation provider, the Customer will become the owner of the Hardware and assume all risk of loss, damage, or delay. Without prior consent from VeeMost Technologies Inc., the customer may not reroute a shipment of products from the company to a new consignee or destination after transportation has started.
If VeeMost Technologies Inc. arranges transport on VeeMost Technologies Inc.’s account, transportation will be arranged, and charges will be added to Customer’s invoice in accordance with VeeMost Technologies Inc.’s transportation policy at the time of shipment unless waived by an authorized representative of VeeMost Technologies Inc. in writing. VeeMost Technologies Inc. is not responsible for spotting, switching, demurrage or other transportation charges unless agreed in writing. VeeMost Technologies Inc. is not liable for any delays in delivery or for partial or early deliveries.
In the event that the customer instructs VeeMost Technologies Inc. to ship "freight collect" or charge transportation fees to a third-party account number, the customer is still in charge of all associated shipping and accessory costs as well as any claims for cargo loss or damage sustained during transit made with the transportation provider. Any needs from the customer that are not covered by these General Terms are not the responsibility of VeeMost Technologies Inc. All shipments, including those that are partially damaged or "short," must be accepted by the customer or the consignee receiving the delivery. The customer or consignee must check the products and obtain a written recognition from the transportation provider for any shortages, loss, damage, or nonconformance. Within three days of receiving a delivery, the customer must notify VeeMost Technologies Inc. in writing of any shortages or non-conforming products. The products shall be deemed approved if the customer does not inform VeeMost Technologies Inc. of any shortages or non-conforming products within the allotted three days.
The onus of submitting claims to the relevant transportation provider for cargo loss, damage, or delay (hereafter referred to as "Cargo Claims") will be entirely on the customer. VeeMost Technologies Inc. will help the customer file cargo claims with the transportation provider upon written request; this assistance will only include providing the customer with the data and records required to determine the amount and condition of the products at origin.
Customer will file Cargo Claims in writing with the appropriate transportation provider within nine months of delivery of the shipment or, in the case of delay or non-delivery, within nine months of the date the shipment should have been delivered. Lawsuits for cargo loss, damage or delay must be filed no later than two years from the date a claim is denied, in whole or in part, by the transportation provider.
6. Returns .
Products may only be returned by the customer in accordance with these general terms. Other than that, products cannot be returned, and fees and costs are not refundable. Items that get damaged after delivery cannot be exchanged. Customer must follow the most recent returns processing policies of VeeMost Technologies Inc. in order to be qualified for credit for returned products. Before returning any products, the customer must first get a valid return merchandise authorization number (or "RMA") from VeeMost Technologies Inc. RMAs are not required by VeeMost Technologies Inc.
Customer is responsible for ensuring that the RMA is clearly visible on the address label of the Product packaging and for complying with all other VeeMost Technologies Inc. requirements provided to Customer when the RMA is issued. Unless otherwise agreed in writing by VeeMost Technologies Inc., all Product returns from Customer are FOB destination VeeMost Technologies Inc.’s designated facility, and title and risk of loss will transfer to VeeMost Technologies Inc. upon receipt and acceptance of returned Products at VeeMost Technologies Inc.’s facility. VeeMost Technologies Inc. may refuse delivery of any package without a valid, clearly visible RMA. Except for defective or damaged Products, all Products must be returned with the original packaging intact (including manufacturer’s shrink wrap) and otherwise in unused, resalable condition. Credit will be provided for Product returned in accordance with VeeMost Technologies Inc.’s return policies at the time the RMA is issued.
If Customer returns any Products without VeeMost Technologies Inc.’s authorization or does not comply with VeeMost Technologies Inc.’s return requirements, those Products may be subject to return to the shipping location and, if refused, VeeMost Technologies Inc. may consider the Products abandoned and dispose of them, without crediting Customer’s account. VeeMost Technologies Inc. may charge a restocking fee for handling any Product that is not returned in accordance with these General Terms. VeeMost Technologies Inc.’s sole liability for any returned Products will be acceptance of their return and issuance of credits pursuant to VeeMost Technologies Inc.’s returns processing guidelines.
7. Warranties/Indemnities .
The customer understands that the products are not made by VeeMost Technologies Inc. Any applicable product warranties are given by the products' vendor. With regard to any product, VEEMOST Technologies Inc. DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, AND COVENANTS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE, AND FITNESS FOR A PARTICULAR PURPOSE. EVERY product AND INFORMATION IS SENT OR MADE AVAILABLE TO THE CUSTOMER "AS IS." UNLESS A VENDOR SPECIFICALLY AGREES OTHERWISE, THE CUSTOMER IS NOT PERMITTED TO USE OR RESELL THE PRODUCTS IN ANY WAY NOT EXPRESSLY AUTHORIZED BY THE VENDOR OF THE RELEVANT PRODUCT OR PRODUCTS, INCLUDING FOR ANY USE THAT IS INHERENTLY DANGEROUS. THE CUSTOMER SHALL NOT, WITHOUT LIMITING THE FOREGOING, USE THE PRODUCTS IN CONNECTION WITH ANY NUCLEAR, AVIATION, MASS TRANSIT, OR MEDICAL APPLICATION OPERATIONS.
When granted permission, VeeMost Technologies Inc. will, to the extent permitted, pass through to Customer any transferable product warranties, indemnities, and remedies that the Vendor has given VeeMost Technologies Inc., including those that relate to intellectual property infringement. The only and exclusive remedy available to Customer, its affiliates, and each of their customers with regard to the Products shall be the remedy provided to such parties by the applicable Vendor of such Products. The services rendered by VeeMost Technologies Inc. (and not by any Vendor or subcontractor) shall be completed in a workmanlike and professional manner in compliance with the relevant SOW or quotation.
A service description or SOW will detail any applicable warranty duration for such services. Customer's exclusive remedy is to ask VeeMost Technologies Inc. to re-perform any defective services within the relevant warranty term. The customer guarantees and affirms that it will look into the legitimacy and correctness of any orders for products placed with VeeMost Technologies Inc., including orders for product delivery to non-customer destinations or third parties. The customer also agrees that VeeMost Technologies Inc. must rely entirely on the customer for the accuracy of all shipment and delivery instructions. In addition, VeeMost Technologies Inc. shall not be responsible for any error or omission in shipment instructions, consignee or destination information. Under no circumstances will VeeMost Technologies Inc. be required to investigate, validate, confirm, or reconfirm Customer's delivery orders, shipment or delivery instructions, or the identity of consignee/receiving personnel at destination.
ARISING FROM OR RELATING TO THE ACTUAL OR ALLEGED PRODUCT LIABILITY, BREACH OF SECURITY, LOSS OF DATA, OR INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS RELATED (DIRECTLY OR INDIRECTLY) TO THE MANUFACTURE, SALE, OR USE OF THE PRODUCTS, VEEMOST TECHNOLOGIES INC. IS NOT RESPONSIBLE FOR AND HAS NO DUTY TO DEFEND, INDEMNIFY, OR HOLD HARMLESS CUSTOMERS, ITS AFFILIATES, THEIR CUSTOMERS, OR ANY OTHER PARTY, FROM OR AGAINST ANY CLAIMS, DEMANDS, OR CAUSES OF ACTION, INCLUDING DAMAGES, COSTS OR EXPENSES INCURRED BY SUCH PARTIES. Customer warrants that it has all necessary legal rights to all intellectual property it provides to VeeMost Technologies Inc.. CUSTOMER WILL INDEMNIFY, DEFEND AND HOLD HARMLESS VEEMOST TECHNOLOGIES INC., ITS AFFILIATES, AND ITS VENDORS, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS FROM AND AGAINST ANY LIABILITIES, LOSSES, DAMAGES, COSTS OR EXPENSES OF ANY KIND (INCLUDING REASONABLE ATTORNEYS’ FEES AND
DISBURSEMENTS) ARISING OR RESULTING FROM CLAIMS, DEMANDS, ACTIONS OR PROCEEDINGS OF ANY KIND ARISING FROM OR RELATING TO: (i) CUSTOMER’S USE, MARKETING, DISTRIBUTION OR SALE OF PRODUCTS IN A MANNER OTHER THAN AS SPECIFIED IN PRODUCT DESCRIPTIONS OR SPECIFICATIONS; (ii) VEEMOST TECHNOLOGIES INC.’S OR ITS VENDOR’S COMPLIANCE WITH DESIGNS, SPECIFICATIONS, OR INSTRUCTIONS PROVIDED BY CUSTOMER; (iii) CUSTOMER’S BREACH OF THESE GENERAL TERMS OR OTHER AGREEMENT WITH VEEMOST TECHNOLOGIES INC. OR ACTS OR OMISSIONS OF CUSTOMER, ITS AFFILIATES, ITS AGENTS, OR THEIR RESPECTIVE EMPLOYEES, OFFICERS OR DIRECTORS; OR (iv) VIOLATION OR ALLEGED VIOLATION OF ANY APPLICABLE LAWS OR REGULATIONS BY CUSTOMER OR ITS AFFILIATES.
8. Limitation of Liability .
VeeMost Technologies Inc. shall not be liable for any of the following:
(i) failing to reserve or assign any Product to the Customer;
(ii) failing to deliver Products within a reasonable time frame;
(iii) Products' availability and/or delivery delays;
(iv) discontinuing any Product, product line, or portion thereof; (v) canceling any orders; or
(vi) shortages on shipments of Products shipped under seal where the transportation provider delivers them without the seal intact.
Regarding any defective or damaged products, VEEMOST Technologies Inc.'s only liability will be the return rights outlined below.
THE ONLY RECOURSE AVAILABLE TO VEEMOST TECHNOLOGIES INC. IN RELATION TO ANY DEFECTIVE OR DAMAGED PRODUCTS WILL BE THE RETURN RIGHTS MENTIONED BELOW. THE CUSTOMER UNDERSTANDS AND AGREES THAT VEEMOST TECHNOLOGIES INC.'S LIABILITY FOR DAMAGES ARISING UNDER THESE GENERAL TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, WILL BE LIMITED TO ACTUAL, PROVEN, DIRECT DAMAGES AND WILL NOT EXCEED THE NET AMOUNT THAT THE CUSTOMER PAID FOR THE PRODUCT THAT IS THE SUBJECT OF THE CLAIM IN QUESTION.
TO THE FULLEST EXTENT PERMITTED BY LAW, CUSTOMER WAIVES ANY CLAIMS, DEMANDS, CAUSES OF ACTION, OR RECOVERIES FOR INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES ARISING UNDER THIS AGREEMENT OR OTHERWISE WITH RESPECT TO THE SALE OF THE PRODUCTS, FAILURE TO PERFORM IN ACCORDANCE WITH THE GENERAL TERMS, OR ANY PRODUCTS OR INFORMATION, INCLUDING, WITHOUT LIMITATION, LOST REVENUES OR PROFITS, CONSEQUENTIAL OR INCIDENTAL DAMAGES, INJURY TO PERSONS OR PROPERTY, BUSINESS INTERRUPTION OR DAMAGE TO BUSINESS REPUTATION OR LOSS OF GOODWILL, LOSS OF DATA, OR SECURITY BREACH, REGARDLESS OF THE THEORY UPON WHICH
ANY CLAIM MAY BE BASED, INCLUDING ANY TORT OR STATUTORY CAUSES OF ACTION, AND EVEN IF VEEMOST TECHNOLOGIES INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BUYER SPECIFICALLY WAIVES ALL CLAIMS RELATING TO SUCH DAMAGES. IF THESE GENERAL TERMS ARE TERMINATED, THIS PROVISION WILL REMAIN IN EFFECT. NONE HEREIN WILL CREATE ANY JOINT AND SEVERAL LIABILITY BETWEEN OR AMONG VEEMOST TECHNOLOGIES INC. AND ANY OF ITS SUBSIDIARIES. THE OBLIGATIONS OF VEEMOST TECHNOLOGIES INC. AND ANY OF ITS SUBSIDIARIES UNDER THESE GENERAL TERMS ARE THE SEVERAL OBLIGATIONS OF EACH SUCH ENTITY.
9. Publicity .
All media releases, public announcements, or public disclosures by either party or its employees or agents relating to these General Terms, the relationship between VeeMost Technologies Inc. and Customer, or including the marks of the other party or any affiliate of that party, must be approved in writing by the other party prior to release, with the exception of any announcement meant solely for internal distribution by either party or any disclosure required by legal, accounting, or regulatory requirements.
10. Public Sector .
Customer agrees to provide VeeMost Technologies Inc. with all applicable public sector customer requirements at the time that Customer requests a quote or places an order when purchasing Products for resale to or in support of public sector customers, including those in the federal, state, and local governments and education markets. These terms, the order or request for quote, the procuring or receiving government agency, and, if available, the relevant prime contract number, must all be sent to VeeMost Technologies Inc. by the customer. VeeMost Technologies Inc.’s receipt of those terms does not constitute acceptance of said terms or acceptance of an order.
Please contact VeeMost Technologies Inc. at "[email protected]" with any questions about accepting the flow-down terms and conditions. In accordance with Federal Acquisition Regulation ("FAR") 2.101, VeeMost Technologies Inc. is a distributor of "Commercial Items," as the customer acknowledges and agrees. Furthermore, the customer acknowledges that in the case of federal contracts, the customer will only flow-down to VeeMost Technologies Inc. the terms that, according to FAR 52.244-6(c)(1) or an equivalent agency FAR supplement, must be included in a subcontract for commercial items. If the customer feels that additional FAR and/or agency FAR supplemental clauses are applicable because they are required flow-downs that the customer has agreed to with its federal government customer, the customer will include a list of those clauses in the email to VeeMost Technologies Inc. along with the reasoning behind their inclusion. Only the permissions granted by the vendors in the technical data will be received by the customer.
Customer will never be granted unrestricted access to any software, data, or intellectual property that is supplied by the vendors or any other third party.
11. Support, Site Access, and Security Requirements .
When purchasing Products for resale, Customer agrees to provide written guidance of any security requirements for access to facilities, systems, and networks that are necessary for Customer's performance of an order. This is done to ensure proper implementation, warranty, service, and support of the customer environment. The guidelines must to include all personnel requirements as well as security requirements related to information, networks, and systems that are supported and accessed. The same written guidance regarding any security requirements as mentioned above, along with all applicable security forms and contract flow down clauses, must be provided by customers in the public sector, which includes any Federal, State, or Local Government agency, Prime Contractor, or Subcontractor. All contracts and orders for Federal Government customers must provide security guidance in accordance with Federal Acquisition Regulations, including but not limited to FAR clause 52.204-2, Security Requirements and FAR Subpart 4.4 - Safeguarding Classified Information within Industry, by providing a Form DD-254 when applicable. The security guidance provided will be coordinated through VeeMost Technologies Inc.’s Security Office and all applicable requirements will be communicated to the Vendor. It is expected that all security requirements and guidelines will be specified to include issuance of a Form DD-254 where needed. The requirements will be provided to and extend to all subcontractors and will cover the entire period of performance including the full warranty support period for the solution provided.
12. Data Privacy .
Customer hereby grants VeeMost Technologies Inc. and the relevant Vendors the non-exclusive, non-transferable, royalty-free, worldwide right to use the electronic data that is processed about them, specifically about the customer and/or their users and customers (collectively, " Data "), only for the limited purpose of supplying the Products to the customer and/or their customers. In the event that Customer is a reseller, Customer certifies that either Customer complies with an alternate legal basis for providing VeeMost Technologies Inc. with Customer's information, or Customer has obtained appropriate consent from Customer's customers to provide VeeMost Technologies Inc. and Vendors for use in connection with Products. By using the Products, Customer grants VeeMost Technologies Inc. permission to process Data in line with our Privacy Statement, which can be found at (Privacy Statement). The privacy rules of the Vendor may also apply to the use of the Products by the Customer or the Customer's customers.
13. Intellectual Property.
With the exception of the restricted rights specifically outlined below, nothing in this agreement gives each party any ownership rights over the other's intellectual property. Everything created by you with the help of VeeMost Technologies Inc.'s services is property of VeeMost Technologies Inc.; this includes any software developed for interacting with the services, such as service connectors, which are software mechanisms that process requests linking the services to the environment of the customer or a third party.
14. Inspection of Records .
Customer agrees to allow authorized agents or representatives of VeeMost Technologies Inc. to inspect all records pertaining to the company's business relationship and to audit and verify any charges and reimbursements made in accordance with these General Terms. VeeMost Technologies Inc. consents to provide Customer with at least 10 days' notice when requesting access to its records.
15. Restrictions.
Customer consents to abide by all applicable terms and conditions of the vendor, channel regulations, and program requirements; these may include, but are not limited to, limits placed by the vendor on the use, distribution, and resale of the product, as well as on who may use it and where. Customer is the only one who can make sure that any and all of these restrictions are followed. The Products may not be altered, modified, or combined with any other product or material without permission from VeeMost Technologies Inc. and/or the Vendor, as applicable.
16. General.
Due to force majeure, which includes, but is not limited to, fire, flood, tornado, earthquake, war, riot, insurrection, strike, lockout, slowdown, epidemic, quarantine restriction, transportation delay, labor shortage or strikes, shortage of materials or manufacturing facilities, accidents, boycott, embargo, or any act or regulation of government or governmental authority, neither party will be held liable for any delays in performance.
Each party agrees to abide by all laws and regulations applicable to its performance of its obligations under these General Terms.
Neither party has made, and will not make, any direct or indirect payment, offer to pay, or authorization to pay, any money, gift, promise to give, or authorization of the giving, of anything of
value to any government official, or the immediate family of any such official, for the purpose of influencing an act or decision of the government or such individual in order to assist, directly or indirectly, Customer or VeeMost Technologies Inc. in obtaining or retaining business, or securing an improper advantage. If Customer delivers the Products to its customer who may use the Products outside the United States, Customer will advise its customer that the Products are controlled for export by the U.S. Department of Commerce and that the Products may require authorization prior to export from the United States or re-export. Customer and VeeMost Technologies Inc. are independent contractors. Nothing stated in these General Terms will be construed as creating the relationship of employer/employee, franchisor/franchisee, partners, or principal/agent between the parties. Neither party will make any warranty, guarantee or representation, whether written or oral, on the other party’s behalf.
These General Terms will be construed and enforced in accordance with the laws of the State of California, excluding its conflicts of law rules, and the parties agree to and submit to personal jurisdiction and exclusive venue in the state and federal courts situated in Orange County, California. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these General Terms. Customer must pay to VeeMost Technologies Inc. all costs and expenses, including without limitation, reasonable attorney’s fees and the fees of any collection agency and court costs, incurred by VeeMost Technologies Inc. in exercising any of its rights or remedies under, or enforcing or defending any of the terms, conditions, or provisions of, these General Terms.
All notices, requests, demands, and other communications must be in writing and may be given by: (i) personal delivery; (ii) registered or certified mail, return receipt requested; or (iii) nationally recognized courier services to the party at its official corporate address. Notices to VeeMost Technologies Inc. must be sent to: VeeMost Technologies Inc. Inc., 3351 Michelson Drive, Suite 100, Irvine, CA 92612-0697, Attention: Legal Department.
Customer may not assign or delegate its rights or duties under these General Terms, by operation of law or otherwise, in whole or in part, without the prior written consent of VeeMost Technologies Inc.. Any direct or indirect change of control of Customer will be deemed an assignment. Any attempted assignment by Customer without that consent will be null and void without any force or effect. VeeMost Technologies Inc.’s affiliates may perform its obligations arising under these General Terms.
These General Terms will be binding upon and, except as otherwise provided herein, will inure to the benefit of the parties hereto and their respective successors and assigns.
If any provision of these General Terms is held to be unenforceable, the enforceability of the remaining provisions will not in any way be affected.
Failure or delay of either party to exercise a right under these General Terms will not operate as a waiver, nor will any single or partial exercise of a right preclude any other future exercise of that right.
The parties agree to use electronic signatures and that their respective electronic signatures will be legally enforceable.
No termination of these General Terms will affect any rights or obligations of either party which: (i) are vested pursuant to these General Terms as of the effective date of such termination; or (ii) by their sense and context are intended to survive completion of performance or termination of these General Terms, including, without limitation, Confidentiality, Warranties / Indemnities, and Limitation of Liability, all of which will survive.
These General Terms are intended to be the sole and complete statement of the obligations and rights of the parties as to all matters covered in these General Terms, and supersede all previous understandings, agreements, negotiations, and proposals; however, the purchase, sale, resale, and marketing of any Services we make available is additionally governed by separate written agreement(s) between us and is supplemented by these General Terms.
These General Terms may be modified by VeeMost Technologies Inc. from time to time in its sole discretion. It is Customer’s responsibility to check these General Terms regularly. Any modification to these General Terms will be effective once posted on the Site. Further orders of Products after any such modification will signify Customer’s acceptance of such updated General Terms.