秀色短视频’ acceptance of Buyer’s order creates an obligation on behalf of each of Buyer to purchase, and 秀色短视频
to sell, the Systems at the Purchase Price and on the Delivery Date as described in the accepted order. Such
commitments shall be further subject to the terms set forth herein. ?A printable version of this page can be found here.
- Product Specification and Delivery Date
- Performance Specification
The System(s) being purchased by the Buyer from 秀色短视频 (the “Systems”) shall be supplied according to the Performance Specifications, as defined herein. “Performance Specifications” shall mean the most current published performance and process specification for a particular System, subject only to such modifications agreed to by the Buyer and 秀色短视频 in writing. - Changes
Buyer may request changes to an order, previously accepted by 秀色短视频, up to 10 months from planned System delivery date (as defined in 1.3 below). Changes must be submitted in writing and include: (a) requests to specifically manufacture items in accordance with Buyer’s drawings, designs or specifications; (b) request to use a method of shipment or packaging; and (c) a change in the place of delivery. No such change shall be binding upon 秀色短视频 unless and until agreed to in writing by 秀色短视频. If any such alteration causes an increase in the cost of or in the time required for the performance of any part of the work under the order, 秀色短视频’ agreement to such changes will be conditioned upon an equitable adjustment in the contract price or delivery date, or both, and the Purchase Order shall be modified in writing accordingly. - Delivery Date; Rescheduling of Delivery
For the purposes of these terms, “Delivery Date” shall mean the date of delivery of the System in question (per INCO Terms 2020), agreed to by the Buyer and 秀色短视频 in writing. In the event the Buyer requests a Delivery Date which is more than 11 months from the date of ?receipt of the purchase order, the purchase price for such System(s) may be increased by up to ten percent (10%) to reflect the long-term?commitment. The Buyer may, by written notice to 秀色短视频, request a delay in the scheduled Delivery Date. If such notice is received by?秀色短视频 on or later than the date 10 months prior to scheduled Delivery Date, the Buyer will pay 秀色短视频 an incremental charge equal to?10% multiplied by the purchase price of the delayed System(s) payable on the original scheduled shipment date. -
Purchase Cancellation
Buyer may cancel the delivery of a System by sending written notice of cancellation to 秀色短视频 and by paying 秀色短视频 a cancellation charge. The cancellation charge shall be payable on a date not later than the original scheduled Delivery Date, and shall be an amount equal to (1) the cost incurred by 秀色短视频 for any customer work in process or custom parts (as reasonably determined by 秀色短视频 in?accordance with 秀色短视频’ normal accounting practices), plus (2) a penalty in accordance with the following rules:Days between cancellation notice and original scheduled shipment date Cancellation Charge More than 300 days 0% 240-300 days 10% of the Price 150-239 days 20% of the Price 90-149 days 50% of the Price Less than 90 days 90% of the Price
- Performance Specification
- Delivery and Installation
- Shipment Terms
All System sales are made FCA 秀色短视频’ plant. Delivery shall occur and title and risk of loss shall pass to the Buyer upon delivery of the product to the carrier at the 秀色短视频’ plant. Transportation shall be at Buyer’s sole risk and expense, and any claim for loss or damage in transit shall be against the carrier only. 秀色短视频 may exercise the right, at its own discretion, to withhold loading goods onto a carrier that is deemed by 秀色短视频 to not meet specified safe transport criteria. 秀色短视频 cannot be held liable for penalties or shipment delays due to the Buyer’s freight forwarder’s non-compliance with 秀色短视频’ transport specifications. In the event that a non-conforming carrier causes a delay in 秀色短视频’ ability to recognize a system sale in the month of agreed Delivery Date, 秀色短视频 reserves the right to charge the Buyer a fee equal to $5,000 per day of delay. Unless 秀色短视频 agrees otherwise in writing, (i) USA & Canada shipments (from 秀色短视频 Beverly, MA Facility) and domestic Korean shipments (from 秀色短视频 Asia Operations Center) shall be shipped via air ride padded vans in original (factory) packaging; and (ii) all other shipments shall be shipped via air freight shipment to ensure proper handling. International sales are conditional upon grant of any required export licenses by the U.S. or Korean government (as applicable) and appropriate import permitting, if any. AXCELIS ASSUMES NO LIABILITY FOR LOSS, DAMAGE OR CONSEQUENTIAL DAMAGES DUE TO SHIPMENT DELAYS.
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Installation and Final Acceptance Testing
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Bolt-Up and Installation
秀色短视频 representatives will be at Buyer’s site on the day the System arrives and will be responsible for the installation, beginning with the “bolt-up” of the System, provided that Buyer will provide a licensed forklift operator and a professional rigging crew (4-6 people) to move the modules to the installation site, assist with module placement and alignment, and assist with trusses and the outer enclosure assembly. 秀色短视频 may use new or refurbished parts during installation. In connection with the bolt-up, the Buyer is responsible for the connection of all facilities and remote equipment to the System (PDs, Chillers, Compressors, etc.). This includes power, water, exhaust, CDA, vacuum, nitrogen, external source gases, and all sub-fab connections to remote equipment (harnessing, plumbing, wiring, Helium lines, etc.). Buyer is responsible for all connections associated with drop ship pump installation. Buyer will provide all additional equipment not purchased from 秀色短视频 but necessary for installation and bolt-up, as set forth in the Customer Site Preparation Guide provided to the Buyer. The Buyer is responsible for the safe handling, storage, and installation of all toxic chemicals and/or gases associated with the tool.
- Final Test Completion
秀色短视频’ obligation to complete the installation of the System will end when the System achieves “Final Test” completion. Final Test?completion will occur on the earlier of the following: (a) a completed Final Test document is provided by 秀色短视频 to the Buyer; or (b)?the Buyer commences usage of the System in production. 秀色短视频’ obligation to complete the installation and perform Final Test?will also terminate if the System has not been installed by the date (90) days after shipment of the System due to no fault of 秀色短视频 and without agreement from 秀色短视频, as described below. “Final Test” means the series of tests of the System conducted per 秀色短视频’ normal procedures that demonstrate the System meets or exceeds the Performance Specification. The Buyer acknowledges that 秀色短视频’ ability to deliver, install, and achieve Final Test completion of the System depends upon the condition of the Buyer’s site, and the overall cooperation of the Buyer.
- Scheduling of Installation and Testing
The schedule for bolt-up, installation and Final Test must be mutually agreed by the Buyer and 秀色短视频. 秀色短视频’ obligations?regarding bolt-up, installation and Final Test completion shall end ninety (90) days after shipment of the System, unless 秀色短视频 agrees to a delayed installation schedule, or such delay is caused by 秀色短视频. If Buyer requests a change to the agreed schedule for bolt-up, installation, or Final Test less than 21 days prior to the agreed event, 秀色短视频 may, in its discretion, condition its acceptance to such schedule change on Buyer’s payment of a rescheduling fee of $25,000 and payment of any incremental travel costs, or a daily or hourly charge for 秀色短视频 personnel delayed by the Buyer.
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- Shipment Terms
- Price and Payment Terms/Taxes
- ?Purchase Price
Unless otherwise agreed to by 秀色短视频 in writing, the “Purchase Price” for each System shall be the price stated on the face of 秀色短视频’ quotation, provided the Buyer submits and 秀色短视频 accepts a purchase order incorporating such price within the quote validity period as stated on the front side of the quotation. Notwithstanding the foregoing, 秀色短视频 reserves the right to decline to accept the quoted price at any time and without notification.? -
Payment Terms
Payment for each System purchased by the Buyer is due as follows, unless specifically quoted and agreed otherwise: (1) 90% of the Purchase Price is due on delivery of the System and (2) the remaining 10% of the Purchase Price is due on the earlier of Final Test completion or the date 60 days after the delivery of the System. -
Overdue Payments
Late payments are subject to accrual of daily interest at the prevailing U.S. prime rate plus one percent (1%), after the expiration of a fourteen (14) day grace period. Any default by Buyer in any payment due hereunder or any other breach hereof, or any other agreements related to the purchase of a System, may, at 秀色短视频’ option, render 秀色短视频’ warranty null and void.? -
Taxes
All present or future tax obligations, including but not limited to use, sales, value added, ad valorem or similar taxes, import duties, or other charges applicable to or levied upon the manufacture or sale of the product or service ordered hereunder, are the Buyer’s responsibility.? -
Security Interest
Upon request, Buyer agrees to execute all documents and do all other acts necessary to enable 秀色短视频 to perfect a purchase money security interest in the Systems delivered hereunder.
- ?Purchase Price
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Warranties and Indemnifications
- System Warranty
Subject to the conditions set forth in this Section 4, 秀色短视频 warrants to Buyer that the System(s) will, when delivered to Buyer and during the term of the Warranty Period, be free from defects in material and workmanship and will conform to the Performance Specifications, as defined in Section 1. Minor deviations from Performance Specifications which do not affect the performance of the System shall not be deemed to constitute a failure to conform to the Performance Specifications or a defect in material or workmanship. All parts included in the sale of the System shall remain under warranty only for the remainder of the Warranty Period on the original System. 秀色短视频’ System warranty covers all parts originally incorporated into the System or shipped with the System, other than Pumps and consumable parts as defined in 秀色短视频 document 8800455. To the extent permitted by 秀色短视频’ agreements with the manufacturer of any Pumps included in a System, 秀色短视频 will assign to Buyer any remaining warranty rights against such manufacturer.? - Warranty Period
Unless otherwise agreed to by 秀色短视频 in writing, the Warranty Period for each System shall be the period stated on the face of 秀色短视频’ quotation, provided the Buyer submits and 秀色短视频 accepts a purchase order according to the quote validity period as stated on the front side of the quotation. A new Warranty Period shall not be established from a repaired or replaced System or part thereof. -
Hours of Standard Warranty Labor Coverage
秀色短视频’ standard warranty labor coverage is from 8:00 a.m. to 5:00 p.m., Monday through Friday local time, excluding local holidays. Additional warranty and support packages are available and will be quoted upon request. -
Warranty Obligations
If any defect in material and workmanship or any failure to conform to Performance Specifications appears within the Warranty Period,?秀色短视频 will, at its option (i) repair the defective product at a location of its choice, (ii) replace the defective product or (iii) agree to an?appropriate price adjustment not to exceed the original selling price of the product; provided, however, that (1) 秀色短视频 must be promptly notified in writing by Buyer upon discovery of the alleged defect, (2) if requested, Buyer will return the allegedly defective product to?秀色短视频 with the transportation charges prepaid by Buyer, and (3) 秀色短视频’ examination of said product must disclose to its satisfaction that none of the warranty exceptions in Section 4.6 are applicable, and that said product was defective when originally delivered to Buyer. Buyer agrees to give 秀色短视频 reasonable access to Buyer’s premises and to the Systems in the event that 秀色短视频 elects to repair the product on Buyer’s premises. Replacement parts may be new or refurbished, as determined by 秀色短视频 in its discretion. -
Warranty Exceptions
秀色短视频’ warranty hereunder does not extend to any 秀色短视频 products, including software, that have been subjected to: (a) improper installation or maintenance as described in the 秀色短视频 Performance Specifications and installation drawings (including without limitation?maintenance or repairs performed by Buyer’s personnel who have not completed 秀色短视频’ recommended training and certification); (b)?accident, damage, negligence, abuse or misuse; (c) abnormal operating conditions; (d) use of the product for a purpose or application,?including without limitation operation of any part, subsystem, or software, in any way different or inconsistent from that for which it was?designed; or (e) shipment by any method other than that provided in Section 2.1 hereof. The use of any replacement parts (including?consumables) other than those approved by 秀色短视频 shall void all warranties hereunder. Relocation of the System from the original site of delivery of the System shall void all warranties hereunder except as expressly agreed in writing by duly authorized representatives of 秀色短视频. -
Returned Parts
No parts may be returned to 秀色短视频 without 秀色短视频’ prior written approval. Buyer must obtain a Returned Goods Authorization and?shipping instructions from 秀色短视频 prior to the return of any parts. Parts returned to 秀色短视频 for warranty replacement under the warranty provided hereunder shall become the property of 秀色短视频. Buyer shall be responsible for any transportation charges arising from warranty repair or replacement. Returned material may be subject to a 20% restocking fee. - Patent Infringement Indemnification
秀色短视频 agrees that it will, at its own expense, defend all suits or proceedings instituted against Buyer and pay any award of damages assessed against Buyer in such suits or proceedings, insofar as the same are based on any claim that an 秀色短视频 product or any part?thereof infringes any patent, provided the Buyer gives 秀色短视频 immediate notice in writing of the institution of the suit or proceedings and?permits 秀色短视频, through its counsel, to defend the same and gives 秀色短视频 all needed information, assistance, and authority to enable 秀色短视频 to do so. It is expressly understood and agreed, however, that 秀色短视频 shall not be held responsible for infringements of patents or process patents resulting from the use of an 秀色短视频 product in combination with other products or other materials not furnished by 秀色短视频. In case the product furnished by 秀色短视频 is held in and of itself to constitute infringement and its use enjoined, 秀色短视频 will, within a reasonable period of time, at its option, either secure for the Buyer the right to continue using said product by suspension of the injunction, by procuring for the Buyer a license or otherwise, or 秀色短视频 will, at its own expense, replace such product with a non-infringing product, or will remove the enjoined product and refund the sum paid therefor. The provisions of this Section 4.7, however, shall not apply to any third-party manufactured product, device, or part provided by 秀色短视频 at the specific request of the Buyer. -
Hazardous Materials
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Gasses and/or Toxic Chemicals
Buyer will be responsible for the safe handling and storage of all toxic chemicals and/or gases associated with the System. 秀色短视频 disclaims all liability whatsoever for any claim or action of any kind arising out of, in connection with or resulting from any damage arising out of the use of such gases or toxic chemicals in the System as furnished or as a result of any modification, misuse, abuse, improper maintenance or similar action or omission by Buyer or a third person.
- Radiation
Buyer shall be responsible for maintaining and using the System(s) in compliance with all applicable federal, state or local laws, rules, regulations or ordinances, including any recommendations and/or standards established by the National Council on Radiation Protection and Measurements, American National Standards Institute, Occupational Safety and Health Administration or other such agency or organization. 秀色短视频 disclaims all liability whatsoever for any claim or action of any kind arising out of, in connection with, or resulting from damages from high voltage or radiation from the System as furnished or as a result of any modification, misuse, abuse, maintenance or similar action or omission by Buyer or a third person.
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- Disclaimer of Other Warranties THERE ARE NO OTHER WARRANTIES WHICH EXTEND BEYOND THOSE EXPRESSLY SET FORTH HEREIN, AND AXCELIS’ OBLIGATIONS AND LIABILITIES HEREUNDER ARE IN LIEU OF, AND AXCELIS DISCLAIMS ALL OTHER WARRANTIES AND GUARANTEES AND ALL OTHER LIABILITIES, EXPRESS OR IMPLIED ARISING BY LAW OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
- Limitation of Liability
Notwithstanding anything contrary herein, 秀色短视频’ liability to Buyer for any breach of its obligations hereunder, whether by nonperformance, partial performance, defective performance, or otherwise, is limited to 秀色短视频’ obligations (i) to deliver the Systems on the Delivery Date or, at 秀色短视频’ option, to refund any monies received for any such System(s) not so delivered and (ii) to perform the limited warranties and indemnification set forth in Section 4. IN NO EVENT WILL AXCELIS BE LIABLE FOR ANY OTHER DAMAGES, EITHER DIRECT, INCIDENTAL, CONSEQUENTIAL OR OTHERWISE. In no event shall 秀色短视频 be liable for special, incidental, consequential, exemplary, or other indirect or economic damages for any breach of the Agreement, including but not limited to property damage or loss of profits arising out of such breach, even if 秀色短视频 has been advised of the possibility of such damages or losses. Buyer shall indemnify and hold 秀色短视频 harmless against any and all liabilities, penalties, fines, demands, claims, causes of action, suits and costs and expenses incidental thereto, or arising out of the use, possession or maintenance of the System which, while under the Buyer’s control, has been subject to: (a) improper maintenance or storage; (b) accident, damage, abuse or misuse; (c) abnormal operating conditions or applications; or (d) operating conditions or applications other than as specified by 秀色短视频.
- Technical Assistance
Except for the warranty provisions of this Section 4 or in a separate written service agreement, 秀色短视频 is under no obligation to?provide Buyer with technical advice or assistance with respect to the use of the System(s).
- System Warranty
- Training
- Training
During the Warranty Period, 秀色短视频 will provide (without additional charge) a remote training course, with unlimited attendance for the Buyer’s personnel, entitled “Level 1 Training: Implanter Overview” which is part of 秀色短视频’ On Tool Training for Safety, Operations, and Basic Preventative Maintenance. The remote classes are scheduled quarterly. The Buyer may purchase from 秀色短视频 remote training programs (including the Level 1 Training after the Warranty Period) and in person training. Buyer is responsible for travel, accommodations, and other miscellaneous expenses for Buyer’s personnel attending any in person 秀色短视频 training. Training courses purchased by the Buyer are non-transferable and cannot be substituted for different courses. Training Credits cannot be deducted from the System price. Unused Training courses will expire 12 months after System delivery, unless 秀色短视频 is unable to schedule a course during that time frame. - Enrollment in In Person Courses
All in person courses purchased by the Buyer will be taught at 秀色短视频’ facility unless otherwise agreed. Student enrollment is guaranteed once the Buyer receives a confirmation notice from the 秀色短视频 training registrar. Students will not be permitted to attend upper-level courses without proof of attending prerequisite classes or passing a “test out” exam. “Test out” exams can be obtained by contacting the 秀色短视频 training registrar. Students may take only two “test out” exams per course. In the event that an 秀色短视频 instructor deems a registered student unqualified to take the intended course, 秀色短视频 shall either re-assign the student to another course (if classroom space is available) or remove the student from the enrolled course. In either case, 秀色短视频 will charge the full price of course attendance or apply the full credit. In the event that a student cancels attendance within four (4) weeks of the scheduled course date, the Buyer shall not receive a refund of the cost of the purchased training.
- Training
- Confidentiality and Ownership of Intellectual Property
- Confidential Information
All information furnished or made available by 秀色短视频 to Buyer in connection with the purchase of a System(s), including without limitation, all user manuals, training manuals, safety manuals, schematics, product support bulletins, engineering procedures, designs, drawings, processes, compositions of material, specifications, technical information, mask works and computer software user interfaces and formats, shall be treated as confidential and proprietary business information and trade secrets belonging to 秀色短视频, and Buyer agrees to keep all such information confidential, to use such information only to operate and maintain the Systems, other products, and services purchased from 秀色短视频, and to take all necessary steps to protect all such information against any disclosure to or use by any third party without 秀色短视频’ prior written consent. The obligation of Buyer under this paragraph extends to all information provided by 秀色短视频, whether written or oral, and whether in paper or electronic format. 秀色短视频 will endeavor to mark written information furnished to Buyer “AXCELIS CONFIDENTIAL”, however, the failure by 秀色短视频 to so mark written information shall not affect Buyer’s obligations to protect such information against disclosure to or use by any third party without 秀色短视频’ prior written consent. The obligations set forth in this paragraph shall survive termination of the Agreement. - ?Ownership of Intellectual Property
Buyer agrees that the intellectual property rights (including without limitation patent, trademark and copyrights) to all designs, drawings, processes, compositions of material, specifications, computer user interfaces and formats, mask works, other technical information and any patented, trademarked or copyrighted items made and/or furnished by 秀色短视频 to Buyer in connection with the System(s), other products, or services purchased by Buyer, including all rights thereto, shall be the sole and exclusive property of 秀色短视频, free from any restriction or license, except to the extent of any license expressly provided in these terms. In furtherance of the foregoing all right, title and interest in and to, any software subject to 秀色短视频’ copyright, and any improvements, upgrades, or later-released versions of such software (“秀色短视频 Software”), shall at all times belong to 秀色短视频. All right, title and interest in any software which is subject to a third party’s copyright (“Third-party Software”) belongs to the third party.
- Confidential Information
- Software License Terms
- Grant
Effective with the sale of any System or other product incorporating 秀色短视频 Software or Third-party Software, 秀色短视频 grants to Buyer (i) a non-exclusive, non-transferable license to use the 秀色短视频 Software provided therein, subject to the limitations stated herein (the “Base License”) and (ii) a non-?exclusive, non-transferable sublicense of 秀色短视频’ license to any Third-party Software provided therein, subject to the limitations stated herein (the “Sublicense”). - Limited Use
Buyer shall take every reasonable precaution to prevent theft, disclosure, and/or unauthorized copying, reproduction, or distribution, by electronic means or otherwise, of the 秀色短视频 Software and the Third-party Software. Specifically, and without limitation, Buyer shall not provide, disclose, transfer, or otherwise make available 秀色短视频 Software or Third-party Software, or any copies thereof, in any form, to any person other than Buyer’s Licensed Employees (as defined below). Buyer’s Base License and Sublicense extend only to:- the originally purchased or designated product which necessitated the provision of the 秀色短视频 Software or Third-party Software (the “Licensed Product”) and such elements of the 秀色短视频 Software as 秀色短视频 authorizes Buyer to utilize (the “Licensed Functions”);
- the originally designated location of such Licensed Product, or such other Buyer location to which Buyer moves the Licensed Product, but only if Buyer provides advance written notice to 秀色短视频 of the move (the “Licensed Location”); and
- the employees or agents of the Buyer who have agreed to abide by the terms of the Base License, including the confidentiality provisions set forth herein (the “Licensed Employees”).
Buyer agrees not to edit, revise, delete, reverse engineer, decompile, disassemble, or otherwise alter the 秀色短视频 Software for any purpose, including without limitation either of the following purposes:
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?to enable remote accessibility of the 秀色短视频 Software by a network or remote host (“Additional Locations”); or
- to access, bypass, or disable software management keys to enable optional software (“Optional Functions”) that is not included within the Licensed Functions.
Buyer understands that licenses for use of 秀色短视频 Software at locations other than the Licensed Location and licenses for use of Optional Functions are not included in the Base License, and such licenses must be separately negotiated with 秀色短视频.? Buyer’s use of the Third-party Software is subject to all limitations imposed by the third party in 秀色短视频’ license of the Third-party Software.
- No Copying
The Base License grants Buyer the right to access the 秀色短视频 Software on the Licensed Product corresponding to that 秀色短视频 Software only, for purposes of execution of the Licensed Functions only. Buyer agrees not to copy the 秀色短视频 Software for use on any equipment other than the Licensed Product corresponding to that 秀色短视频 Software, by electronic means or otherwise, and Buyer further agrees not to copy for, transfer to, or otherwise use the 秀色短视频 Software on any system of networked equipment or on the Internet. The Base License does not permit the use of the 秀色短视频 Software with any equipment other than the Licensed Product corresponding to that 秀色短视频 Software. -
License Termination
秀色短视频 shall retain the right to terminate the Base License and the Sublicense if 秀色短视频 reasonably believes that Buyer has breached the terms of the Base License, and upon written notice from 秀色短视频 to Buyer of such termination, Buyer agrees to immediately stop using the 秀色短视频 Software and the Third-party Software and to return to 秀色短视频 the 秀色短视频 Software and the Third-party Software and to return, destroy or permanently delete all copies of the 秀色短视频 Software and the Third-party Software. -
Non-Transferability of Base License and the Sublicense
Buyer understands that the Base License and the Sublicense are not transferable by the Buyer, whether or not in conjunction with a transfer of the System or other product in which such software was purchased by the Buyer.? Any transferee of the System will need to acquire licenses from 秀色短视频 in order to access and use the 秀色短视频 Software and the Third-party Software.
- Grant
- Miscellaneous
- Force Majeure
The date on which the obligations set forth herein are to be fulfilled shall be extended for a period equal to the time lost by reason of any delay arising directly or indirectly from, (i) acts of God, unforeseeable circumstances, acts (including delay or failure to act) of any government authority, war, civil unrest, terrorism, riot, fires, strikes or labor disputes; (ii) inability due to causes beyond a party’s reasonable control to timely obtain instructions or information from the other party, necessary and proper labor, materials, components. facilities and transportation; or (iii) any other cause beyond such party’s reasonable control. If any delay resulting from any of the foregoing causes extends for more than ninety (90) days and the parties have not agreed upon a revised basis for continuing the work at the end of the delay, including adjustment of the price, then either party may terminate its affected obligations to the other upon thirty (30) days written notice to the other, with appropriate refunds, if applicable. -
Export Controls
Buyer understands that 秀色短视频 and its products are subject to laws regarding export controls, national security and any and all other laws and regulations of the United States of America, South Korea and other countries and regions (collectively the “Regulations”) which Regulations are enforced, inter alia, by governmental agencies. The Regulations, in part, presently prohibit export or diversion or support, directly or indirectly, of 秀色短视频 products to certain countries and certain end users without the express prior written approval of the applicable government. Buyer agrees to abide by all Regulations, including those concerning the resale, disposition, and support of 秀色短视频’ products. Buyer will not sell, transfer, or support or assist in any sale, transfer, or support of any 秀色短视频 products to any parties or countries not approved under applicable Regulations. Buyer shall defend, hold harmless and indemnify 秀色短视频 for any damages resulting to 秀色短视频 from a breach of this paragraph by Buyer. -
Compliance with Law
Without limiting the foregoing, each of 秀色短视频 and Buyer hereby represents that in its performance of its obligations hereunder, it will not violate any applicable laws, including without limitation, any laws or regulations of the United States of America, or any other country or countries, including (a) any export controls laws or regulations, (b) any currency laws or regulations, (c) the United States Foreign Corrupt Practices Act, (d) any tax laws or regulations, (e) any customs laws and regulations, and (f) any other laws or regulations of the United States of America or any other country or countries. Each of 秀色短视频 and Buyer hereby agrees to do all acts, make all applications, or do any other review, function, or thing necessary to assure that its performance complies with all laws and regulations of the United States of America, and the country or countries in which such performance occurs. Each party further agrees to defend and indemnify the other from and against any loss, claim, penalty, or liability that may arise from any violation of any such applicable laws or regulations by the indemnifying party. - Assignment
Neither 秀色短视频’ obligations to the Buyer nor any interest therein, including but not limited to the warranty obligations, indemnifications or licenses set forth herein may be assigned or transferred by Buyer except with the prior written consent of 秀色短视频. Specifically, and without limitation, Buyer may not transfer such legal obligations to a third party to which the corresponding System is sold or transferred by the Buyer. Buyer may request 秀色短视频’ consent to such a transfer by providing 秀色短视频 with the identity and location of any such third-party buyer or transferee of a System. 秀色短视频 will consider, on a case-by-case basis, in compliance with Export Controls, and in 秀色短视频’ sole discretion, may grant permission for the transfer of such legal obligations to that third-party buyer or transferee. Any such approved transferee will need to acquire software licenses from 秀色短视频 as described above. -
Severability
Each term or condition herein is intended to be severable. If any term or condition is determined to be illegal, invalid, or unenforceable for any reason whatsoever, such illegality, invalidity or unenforceability shall not affect the validity, legality or enforceability of any other term or condition. -
Complete Agreement
These terms and conditions and any other terms included in a written agreement signed by a duly authorized representative of the party to be bound (or in the case of 秀色短视频, terms in a System quotation that has been duly incorporated in the Buyer’s purchase order) constitute the sole and entire agreement between the parties hereto with respect to the subject matter hereof. There are no other promises, conditions, representations, or warranties. No modification or amendment to these terms shall be binding upon the?parties except to the extent set forth in writing and signed by a duly authorized representative of the party to be bound. -
?Waiver
Waiver by either party of a breach of any of the terms and conditions set forth herein, shall not constitute a waiver of any other breach hereof. -
?Choice of Law
These terms shall be governed, construed, interpreted, and enforced according to the laws of the Commonwealth of Massachusetts, U.S.A., without application of Massachusetts conflicts of laws principles and without application of the United Nations Convention on the International Sale of Goods.
- Force Majeure