Introduction
SIPCOM is a registered trading name of ADVANIA CORPORATION, dba SIPCOM (“SIPCOM” or “We”) respect your privacy and are committed to protecting it through our compliance with this policy.
This policy describes the types of information we may collect from you or that you may provide when you visit the website www.SIPCOM.com (“Website”) and our practices for collecting, using, maintaining, protecting, and disclosing that information.
This policy applies to information we collect:
It does not apply to information collected by:
Please read this policy carefully to understand our policies and practices regarding your information and how we will treat it. If you do not agree with our policies and practices, your choice is not to use our Website. By accessing or using this Website, you agree to this privacy policy. This policy may change from time to time (see Changes to Our Privacy Policy below). Your continued use of this Website after we make changes is deemed to be acceptance of those changes, so please check the policy periodically for updates.
Children Under the Age of 18
Our Website is not intended for children under 18 years of age. No one under age 18 may provide any information to or on the Website. We do not knowingly collect personal information from children under 18. If you are under 18, do not use or provide any information on this Website or through any of its features, register on the Website, use any of the interactive or public comment features of this Website, or provide any information about yourself to us, including your name, address, telephone number, email address, or any screen name or user name you may use. If we learn we have collected or received personal information from a child under 18 without verification of parental consent, we will delete that information. If you believe we might have any information from or about a child under 18, please contact us at support@SIPCOM.com.
California residents under 18 years of age may have additional rights regarding the collection and sale of their personal information. Please see Your California Privacy Rights for more information.
Information We Collect About You and How We Collect It
We may collect several types of information from and about users of our Website, including information:
We collect this information:
Information You Provide to Us
The information we collect on or through our Website may include:
You also may provide information to be published or displayed (hereinafter, “posted”) on public areas of the Website or transmitted to other users of the Website or third parties (collectively, “User Contributions”). Your User Contributions are posted on and transmitted to others at your own risk. Although please be aware that no security measures are perfect or impenetrable. Additionally, we cannot control the actions of other users of the Website with whom you may choose to share your User Contributions. Therefore, we cannot and do not guarantee that your User Contributions will not be viewed by unauthorized persons.
Information We Collect Through Automatic Data Collection Technologies
As you navigate through and interact with our Website, we may use automatic data collection technologies to collect certain information about your equipment, browsing actions, and patterns, including:
The information we collect automatically is only statistical data and does not include personal information, but we may maintain it or associate it with personal information we collect in other ways or receive from third parties. It helps us to improve our Website and to deliver a better and more personalized service, including by enabling us to:
The technologies we use for this automatic data collection may include:
Third-Party Use of Cookies and Other Tracking Technologies
Some content or applications, including advertisements, on the Website are served by third-parties, including advertisers, ad networks and servers, content providers, and application providers. These third parties may use cookies alone or in conjunction with web beacons or other tracking technologies to collect information about you when you use our website. The information they collect may be associated with your personal information or they may collect information, including personal information, about your online activities over time and across different websites and other online services. They may use this information to provide you with interest-based (behavioral) advertising or other targeted content.
We do not control these third parties’ tracking technologies or how they may be used. If you have any questions about an advertisement or other targeted content, you should contact the responsible provider directly. For information about how you can opt out of receiving targeted advertising from many providers, see Choices About How We Use and Disclose Your Information.
How We Use Your Information
We use information that we collect about you or that you provide to us, including any personal information:
We may also use your information to contact you about our own and third-parties’ goods and services that may be of interest to you. If you do not want us to use your information in this way, please contact us at support@SIPCOM.com. For more information, see Choices About How We Use and Disclose Your Information below.
We may use the information we have collected from you to enable us to display advertisements to our advertisers’ target audiences. Even though we do not disclose your personal information for these purposes without your consent, if you click on or otherwise interact with an advertisement, the advertiser may assume that you meet its target criteria.
Disclosure of Your Information
We may disclose aggregated information about our users, and information that does not identify any individual, without restriction.
We may disclose personal information that we collect or you provide as described in this privacy policy:
We may also disclose your personal information:
Choices About How We Use and Disclose Your Information
We strive to provide you with choices regarding the personal information you provide to us. We have created mechanisms to provide you with the following control over your information:
We do not control third parties’ collection or use of your information to serve interest-based advertising. However, these third parties may provide you with ways to choose not to have your information collected or used in this way. You can opt out of receiving targeted ads from members of the Network Advertising Initiative (“NAI”) on the NAI’s website.
California residents may have additional personal information rights and choices. Please see Your California Privacy Rights for more information.
Nevada residents who wish to exercise their sale opt-out rights under Nevada Revised Statutes Chapter 603A may submit a request to support@SIPCOM.com. However, please know we do not currently sell data triggering that statute’s opt-out requirements.
Accessing and Correcting Your Information
You may send us an email at support@SIPCOM.com to request access to, correct or delete any personal information that you have provided to us. We may not accommodate a request to change information if we believe the change would violate any law or legal requirement or cause the information to be incorrect.
If you delete your User Contributions from the Website, copies of your User Contributions may remain viewable in cached and archived pages, or might have been copied or stored by other Website users.
California residents may have additional personal information rights and choices. Please see Your California Privacy Rights for more information.
Data Security
We have implemented measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration, and disclosure.
The safety and security of your information also depends on you. Where we have given you (or where you have chosen) a password for access to certain parts of our Website, you are responsible for keeping this password confidential. We ask you not to share your password with anyone.
Unfortunately, the transmission of information via the internet is not completely secure. Although we do our best to protect your personal information, we cannot guarantee the security of your personal information transmitted to our Website. Any transmission of personal information is at your own risk. We are not responsible for circumvention of any privacy settings or security measures contained on the Website.
Changes to Our Privacy Policy
It is our policy to post any changes we make to our privacy policy on this. If we make material changes to how we treat our users’ personal information, we will notify you by email to the email address specified in your account or through a notice on the Website home page. The date the privacy policy was last revised is identified at the bottom of the page. You are responsible for ensuring we have an up-to-date active and deliverable email address for you, and for periodically visiting our Website and this privacy policy to check for any changes.
Contact Information
To ask questions or comment about this privacy policy and our privacy practices, contact us at:
support@SIPCOM.com or via our number: +1 (718) 766 7960
Last modified: April, 2024
This Privacy Notice for California Residents (“Your California Privacy Rights”) supplements the information contained in Advania’s Privacy Policy and applies solely to all visitors, users, and others who reside in the State of California (“consumers” or “you”). ADVANIA CORPORATION, dba SIPCOM (“SIPCOM” or “We”) adopt this notice to comply with the California Consumer Privacy Act of 2018 (CCPA) and any terms defined in the CCPA have the same meaning when used in this Notice.
Information We Collect
We may collect information that identifies, relates to, describes, references, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular consumer, household, or device (“personal information“). Personal information does not include:
In particular, we may collect the following categories of personal information from consumers:
Category | Examples | Collected |
A. Identifiers. | A real name, alias, postal address, unique personal identifier, online identifier, Internet Protocol address, email address, account name, Social Security number, driver’s license number, passport number, or other similar identifiers. | YES |
B. Personal information categories listed in the California Customer Records statute (Cal. Civ. Code § 1798.80(e)). | A name, signature, Social Security number, physical characteristics or description, address, telephone number, passport number, driver’s license or state identification card number, insurance policy number, education, employment, employment history, bank account number, credit card number, debit card number, or any other financial information, medical information, or health insurance information. Some personal information included in this category may overlap with other categories. | YES |
C. Protected classification characteristics under California or federal law. | Age (40 years or older), race, color, ancestry, national origin, citizenship, religion or creed, marital status, medical condition, physical or mental disability, sex (including gender, gender identity, gender expression, pregnancy or childbirth and related medical conditions), sexual orientation, veteran or military status, genetic information (including familial genetic information). | NO |
D. Commercial information. | Records of personal property, products or services purchased, obtained, or considered, or other purchasing or consuming histories or tendencies. | YES |
E. Biometric information. | Genetic, physiological, behavioral, and biological characteristics, or activity patterns used to extract a template or other identifier or identifying information, such as, fingerprints, faceprints, and voiceprints, iris or retina scans, keystroke, gait, or other physical patterns, and sleep, health, or exercise data. | NO |
F. Internet or other similar network activity. | Browsing history, search history, information on a consumer’s interaction with a website, application, or advertisement. | YES |
G. Geolocation data. | Physical location or movements. | NO |
H. Sensory data. | Audio, electronic, visual, thermal, olfactory, or similar information. | YES |
I. Professional or employment-related information. | Current or past job history or performance evaluations. | NO |
J. Non-public education information (per the Family Educational Rights and Privacy Act (20 U.S.C. Section 1232g, 34 C.F.R. Part 99)). | Education records directly related to a student maintained by an educational institution or party acting on its behalf, such as grades, transcripts, class lists, student schedules, student identification codes, student financial information, or student disciplinary records. | NO |
K. Inferences drawn from other personal information. | Profile reflecting a person’s preferences, characteristics, psychological trends, predispositions, behavior, attitudes, intelligence, abilities, and aptitudes. | NO |
We obtain the categories of personal information listed above from the following categories of sources:
Use of Personal Information
We may use or disclose the personal information we collect for one or more of the following purposes:
We will not collect additional categories of personal information or use the personal information we collected for materially different, unrelated, or incompatible purposes without providing you notice.
Sharing Personal Information
We may disclose your personal information to a third-party for a business purpose. When we disclose personal information for a business purpose, we enter a contract that describes the purpose and requires the recipient to both keep that personal information confidential and not use it for any purpose except performing the contract.
We may share your personal information with the following categories of third parties:
Disclosures of Personal Information for a Business Purpose
In the preceding twelve (12) months, SIPCOM has disclosed personal information to a third-party for a business purpose:
Category A: Identifiers.
Category B: California Customer Records personal information categories.
Category C: Protected classification characteristics under California or federal law.
Category D: Commercial information.
Category E: Biometric information.
Category F: Internet or other similar network activity.
Category G: Geolocation data.
Category H: Sensory data.
Category I: Professional or employment-related information.
Category J: Non-public education information.
Category K: Inferences drawn from other personal information.
We disclose your personal information for a business purpose to the following categories of third parties:
Sales of Personal Information
In the preceding twelve (12) months, SIPCOM has not sold personal information in the following categories of personal information:
SIPCOM does not sell your personal information to third-parties.
Your Rights and Choices
The CCPA provides consumers (California residents) with specific rights regarding their personal information. This section describes your CCPA rights and explains how to exercise those rights.
Access to Specific Information and Data Portability Rights
You have the right to request that we disclose certain information to you about our collection and use of your personal information over the past 12 months. Once we receive and confirm your verifiable consumer request (see Exercising Access, Data Portability, and Deletion Rights below), we will disclose to you:
We do not provide these access and data portability rights for B2B personal information.
Deletion Request Rights
You have the right to request that we delete any of your personal information that we collected from you and retained, subject to certain exceptions. Once we receive and confirm your verifiable consumer request (see Exercising Access, Data Portability, and Deletion Rights below), we will delete (and direct our service providers to delete) your personal information from our records, unless an exception applies.
We may deny your deletion request if retaining the information is necessary for us or our service provider(s) to:
We do not provide these deletion rights for B2B personal information.
Exercising Access, Data Portability, and Deletion Rights
To exercise the access, data portability, and deletion rights described above, please submit a verifiable consumer request to us by either submitting a support request via www.SIPCOM.com/support or emailing us at support@SIPCOM.com or calling +1 718 766 7960.
Only you, or someone legally authorized to act on your behalf, may make a verifiable consumer request related to your personal information. You may also make a verifiable consumer request on behalf of your minor child.
You may only make a verifiable consumer request for access or data portability twice within a 12-month period. The verifiable consumer request must:
We cannot respond to your request or provide you with personal information if we cannot verify your identity or authority to make the request and confirm the personal information relates to you.
Making a verifiable consumer request does not require you to create an account with us.
We will only use personal information provided in a verifiable consumer request to verify the requestor’s identity or authority to make the request.
Response Timing and Format
We endeavor to respond to a verifiable consumer request within forty-five (45) days of its receipt. If we require more time (up to 90 days), we will inform you of the reason and extension period in writing.
We will deliver our written response by mail or electronically, at your option.
Any disclosures we provide will only cover the 12-month period preceding the verifiable consumer request’s receipt. The response we provide will also explain the reasons we cannot comply with a request, if applicable. For data portability requests, we will select a format to provide your personal information that is readily useable and should allow you to transmit the information from one entity to another entity without hindrance.
We do not charge a fee to process or respond to your verifiable consumer request unless it is excessive, repetitive, or manifestly unfounded. If we determine that the request warrants a fee, we will tell you why we made that decision and provide you with a cost estimate before completing your request.
Non-Discrimination
We will not discriminate against you for exercising any of your CCPA rights. Unless permitted by the CCPA, we will not:
However, we may offer you certain financial incentives permitted by the CCPA that can result in different prices, rates, or quality levels. Any CCPA-permitted financial incentive we offer will reasonably relate to your personal information’s value and contain written terms that describe the program’s material aspects. Participation in a financial incentive program requires your prior opt in consent, which you may revoke at any time.
Changes to Our Privacy Notice
We reserve the right to amend this privacy notice at our discretion and at any time. When we make changes to this privacy notice, we will post the updated notice on the Website and update the notice’s effective date. Your continued use of our Website following the posting of changes constitutes your acceptance of such changes.
Contact Information
If you have any questions or comments about this notice, the ways in which SIPCOM collects and uses your information described here, your choices and rights regarding such use, or wish to exercise your rights under California law, please do not hesitate to contact us at:
Effective Date: Jan 01, 2020
Last Reviewed on: April, 2024
Acceptance of the Terms of Use
These terms of use are entered into by and between You and Advania Corporation, a Delaware corporation d/b/a Sipcom (“Sipcom”, “we“, or “us“). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, these “Terms of Use“), govern your access to and use of www.Sipcom.com, including any content, functionality, and services offered on or through it (“Website“).
Please read these Terms of Use carefully before you start to use the Website. By using the Website you accept and agree to be bound and abide by these Terms of Use and our Privacy Policy or California Privacy Policy (as applicable), found at www.Sipcom.com/legal, incorporated herein by reference. If you do not want to agree to these Terms of Use or the Privacy Policy, you must not access or use the Website.
This Website is offered and available to users who are 18 years of age or older and reside in the United States or any of its territories or possessions. By using this Website, you represent and warrant that you are of legal age to form a binding contract with Sipcom and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Website.
Changes to the Terms of Use
We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Website thereafter. However, any changes to the dispute resolution provisions set out in Governing Law and Jurisdiction will not apply to any disputes for which the parties have actual notice before the date the change is posted on the Website.
Your continued use of the Website following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.
Accessing the Website and Account Security
We reserve the right to withdraw or amend this Website, and any service or material we provide on the Website, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website, or the entire Website, to users, including registered users.
You are responsible for:
To access the Website or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Website that all the information you provide on the Website is correct, current, and complete. You agree that all information you provide to register with this Website or otherwise, including but not limited to through the use of any interactive features on the Website, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.
If you choose, or are provided with, a user name, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Website or portions of it using your user name, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.
We have the right to disable any user name, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.
Intellectual Property Rights
The Website and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by Sipcom, its affiliates, licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.
These Terms of Use permit you to use the Website for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Website, except as follows:
You must not:
You must not access or use for any commercial purposes any part of the Website or any services or materials available through the Website.
If you wish to make any use of material on the Website other than that set out in this section, please address your request to:legal@Sipcom.com.
If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Website in breach of the Terms of Use, your right to use the Website will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Website or any content on the Website is transferred to you, and all rights not expressly granted are reserved by Sipcom. Any use of the Website not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws.
Trademarks
The Sipcom name, logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Sipcom or its affiliates or licensors. You must not use such marks without the prior written permission of Sipcom. All other names, logos, product and service names, designs, and slogans on this Website are the trademarks of their respective owners.
Prohibited Uses
You may use the Website only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Website:
Additionally, you agree not to:
Monitoring and Enforcement; Termination
For the purposes of these Terms of Use, the term “User Contributions” means all text, information, data, software, executable code, images, audio or video material in whatever medium or form provided by you, or any other user of the Website, to Sipcom for incorporation in the Website.
We have the right to:
Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Website. YOU WAIVE AND HOLD HARMLESS SIPCOM AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
However, we do not undertake to review material before it is posted on the Website, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding User Contributions provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.
Content Standards
These “Content Standards” apply to any and all User Contributions and use of any interactive services. User Contributions must in their entirety comply with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, User Contributions must not:
Copyright Infringement
If you believe that any User Contributions violate your copyright, please contact legal@Sipcom.com.
Reliance on Information Posted
The information presented on or through the Website is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents.
This Website may include content provided by third parties, including materials provided by other users, bloggers, and third-party licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by Sipcom are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of Sipcom. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.
Changes to the Website
We may update the content on this Website from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Website may be out of date at any given time, and we are under no obligation to update such material.
Information About You and Your Visits to the Website
All information we collect on this Website is subject to our Privacy Policy. By using the Website, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.
Linking to the Website and Social Media Features
You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part without our express written consent.
This Website may provide certain social media features that enable you to:
You may use these features solely as they are provided by us solely with respect to the content they are displayed with and otherwise in accordance with any additional terms and conditions we provide with respect to such features. Subject to the foregoing, you must not:
The website from which you are linking, or on which you make certain content accessible, must comply in all respects with the Content Standards set out in these Terms of Use.
You agree to cooperate with us in causing any unauthorized framing or linking immediately to stop. We reserve the right to withdraw linking permission without notice.
We may disable all or any social media features and any links at any time without notice in our discretion.
Links from the Website
If the Website contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to this Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.
Geographic Restrictions
The owner of the Website is based in the state of New York in the United States. We provide this Website for use only by persons located in the United States or any of its territories or possessions. We make no claims that the Website or any of its content is accessible or appropriate outside of the United States or any of its territories or possessions. Access to the Website may not be legal by certain persons or in certain countries. If you access the Website from outside the United States or any of its territories or possessions, you do so on your own initiative and are responsible for compliance with local laws.
Disclaimer of Warranties
You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.
YOUR USE OF THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER SIPCOM NOR ANY PERSON ASSOCIATED WITH SIPCOM MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER SIPCOM NOR ANYONE ASSOCIATED WITH SIPCOM REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
TO THE FULLEST EXTENT PROVIDED BY LAW, SIPCOM HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Limitation on Liability
TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL SIPCOM, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.
THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Indemnification
You agree to defend, indemnify, and hold harmless Sipcom, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Use or your use of the Website, including, but not limited to, your User Contributions, any use of the Website’s content, services, and products other than as expressly authorized in these Terms of Use or your use of any information obtained from the Website.
Governing Law and Jurisdiction
All matters relating to the Website and these Terms of Use and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction).
Any legal suit, action, or proceeding arising out of, or related to, these Terms of Use or the Website shall be instituted exclusively in the federal courts of the United States or the courts of the State of New York in each case located in the City of New York although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms of Use in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
Arbitration
At Company’s sole discretion, it may require You to submit any disputes arising from the use of these Terms of Use or the Website, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying New York law.
Limitation on Time to File Claims
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
Waiver and Severability
No waiver by Sipcom of any term or condition set out in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Sipcom to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.
If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.
Entire Agreement
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Last Modified: April, 2024
1. Application
The Buyer hereby orders and the Seller, by accepting the purchase order, agrees that it will supply the Goods specified overleaf upon and subject to these conditions which shall govern the Contract to the exclusion of any other terms and conditions. Any reference overleaf to the Seller’s quotation, specification, price list or like document shall be solely for the purpose of describing the Goods to be supplied and no terms and conditions endorsed upon, delivered with or referred to in such apply to the Contract.
2. Interpretation
2.1 In these Conditions: –
“Business Day” means all days, excluding the following days: Saturdays, Sundays and all days observed by either the State of New York or the Federal Government;
“the Buyer” means Advania Corporation (dba SIPCOM) a Delaware corporation whose office is at 99 Wall Street #280, New York NY 10005;
“these Conditions” means the standard terms and conditions of purchase set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Buyer and the Seller;
“the Contract” means the contract for the sale and purchase of the Goods constituted by the Seller’s acceptance of the Order in accordance with these Conditions (also known as the “Agreement”);
“the Delivery Address” means the address stated on the Order for delivery of the Goods;
“the Goods” means the goods (including any installment of the goods or any part of them) and/or any services described in the Order;
“the Order” means the Buyer’s purchase order to which these Conditions are annexed;
“the Price” means the price of the Goods;
“the Seller” means the person so described in the Order;
“Specification” includes any plans, drawings, data or other information relating to the Goods; and
“Writing” includes post transmission, electronic mail and comparable means of communication.
2.1 Any reference in these Conditions to a statute or a provision of a statute shall be construed as a reference to that statue or provision as amended, re-enacted or extended at the relevant time.
2.3 The headings in these Conditions are for convenience only and shall not affect their interpretation.
3. Basis of Purchase
3.1 The Order constitutes an offer by the Buyer to purchase the Goods subject to these Conditions.
3.2 The Supplier shall accept the Order placed by the Buyer and a binding contract for the supply of the Goods subject to these conditions, shall exist by whichever is the earlier of: –
a) the Supplier’s acceptance of the Order, in writing or orally, subject to these conditions; or
b)Delivery of Goods
3.3 Any typographical clerical or other accidental error or omission in the Order placed by the Buyer or in any drawing’s specifications, instructions, tools or other material supplied by the Buyer, shall be subject to correction without any liability on the part of the Buyer.
3.4 No variation to the Contract shall be binding unless agreed in writing between the authorised representatives of the Buyer and the Seller.
3.5 The Agreement represents the entire agreement of the parties with respect to the subject matter hereof; and no agreement or understanding in any way modifying this Agreement (including change orders) shall be binding upon Buyer or Seller unless made in a writing that both (i) states that it amends the Agreement, and (ii) is signed by an authorized representative of each of party. All other agreements or alleged agreements and any proposals made prior to the Agreement are hereby superseded. Any reference whatsoever to, or any incorporation of, any bid, proposal, offer or quote of Seller in this Agreement shall mean and include no more than the price, schedule, quantity and/or quality terms of Seller’s bid, proposal, offer or quote, as applicable, and shall expressly exclude any of Seller’s general terms and conditions of sale. Any reference to Seller’s general terms and conditions of purchase, sale or performance in any Purchase Order or any communication or document issued or delivered by Seller (including, not limited to acknowledgements or invoices) shall not be operative, binding or effective.
3.6 No Minimum Quantities. Buyer is not obligated to purchase any minimum quantities from Seller under this Agreement.
4. Specification
4.1 The quantity, quality and description of the Goods shall, subject as provided in these Conditions, be as specified in the Order and/or in any applicable Specification supplied by the Buyer to the Seller or agreed in writing by the Buyer.
4.2Any Specification supplied by the Buyer to the Seller, or specifically produced by the Seller for the Buyer, in connection with the Contract, together with the copyright, design rights or any other intellectual property rights in the Specification, shall be the exclusive property of the Buyer. The Seller shall not disclose to any third party or use any such Specification except to the extent that it is or becomes public knowledge through no fault of the Seller, or as required for the purpose of the Contract.
4.3 The Goods shall be marked in accordance with the Buyer’s instructions (if any) and any applicable regulations or requirements of the carrier, and properly packed and secured so as to reach their destination in an undamaged condition in the ordinary course.
4.4The Seller shall not unreasonably refuse to take any steps necessary to comply with any request by the Buyer to inspect or test the Goods during manufacture, processing or storage at the premises of the Seller or any third party prior to despatch, and to provide the Buyer with any facilities reasonably required by the Buyer for inspection or testing.
4.5If as a result of inspection or testing the Buyer is not satisfied that the goods will comply in all respects with the Contract, and the Buyer so informs the Seller within seven days of inspection or testing, the Seller shall take such steps as are necessary to ensure compliance.
4.6The Seller shall comply with all applicable regulations or other legal requirements concerning the manufacture, packaging, packing and delivery of the Goods.
5. Price
5.1 The Price of the Goods shall be as stated in the Order and, unless otherwise so stated, shall be: –
a)exclusive of any applicable sales and/or use tax; and
b) inclusive of all charges for packaging, packing, shipping, carriage, insurance and delivery of the Goods to the Delivery Address and any duties, imposts or levies other than value added tax.
c) No increase in the Price may be made (whether on account of increased material, labour or transport costs, fluctuation in rates of exchange or otherwise) without the prior consent of the Buyer in writing.
5.2 The Buyer shall be entitled to any discount for prompt payment, bulk purchase or volume of purchase customarily granted by the Seller, whether or not shown on its own terms and conditions of sale.
6. Payment
6.1 The Seller shall be entitled to invoice the Buyer on or at any time after delivery of the Goods, as the case may be, and each invoice shall quote the number of the Order.
6.2 Unless otherwise stated in the Order and unless disputed in good-faith, the Buyer shall pay the Price of the Goods within 45 days after the end of the month of receipt by the Buyer of a proper invoice or, if later, after acceptance of the Goods in question by the Buyer, but time for payment shall not be of the essence of the contract.
6.3 The Buyer shall be entitled to set off against the Price any sums owed to the Buyer by the Seller.
7. Delivery
7.1 The Goods shall be delivered to the Delivery Address on the date or within the period stated in the Order, in either case during the Buyer’s usual business hours.
7.2 Where it is agreed in writing that the date of delivery of the Goods is to be specified by the Seller after the placing of the Order, the Seller shall give the Buyer reasonable notice in writing of the specified date.
7.3 The time of delivery of the Goods is of the essence of the Contract.
7.4 A packing note clearly quoting the number of the Order must accompany each delivery or consignment of the goods. In the event the Goods are despatched electronically or undertaken as a service then the Seller must communicate this in writing for the approval of the Buyer.
7.5 If the goods are to be delivered by installments, the Contract will be treated as a single contract and not severable.
7.6 The Buyer shall be entitled to reject any Goods delivered which are not in accordance with the Contract and shall not be deemed to have accepted any Goods until the Buyer has had a reasonable time to inspect them following delivery.
7.7 The Seller shall supply the Buyer in good time with any instructions or other information to enable the Buyer to accept delivery of the Goods.
7.8 The Buyer shall not be obliged to return to the Seller any packaging or packing materials for the Goods, whether or not any Goods are accepted by the Buyer.
7.9 The Seller acknowledges that the Buyer has a legitimate commercial interest in the Goods being delivered on the specified delivery date and that the Buyer should have an appropriate remedy if they are not so delivered. Accordingly, if the Goods are not delivered on the due date then, without prejudice to any other remedy, the Buyer shall be entitled to i) deduct from the Price or (if the Buyer has agreed to pay any part of the price in advance of delivery) to claim from the Seller by way of liquidated damages for delay 5 per cent of the Price for every week’s delay, up to a maximum of 50 per cent of the price, without prejudice to claim any other remedy for any further delay in delivery once that maximum amount of liquidated damages has been reached and/or ii)source goods of a similar description from a third party and Seller shall reimburse the Buyer for the excess cost and expenses.
7.10 The Buyer shall not be deemed to have accepted the Goods until it has had 7 days to inspect them following delivery or collection as the case may be. The Buyer shall also have the right to reject the Goods as though they had not been accepted for 7 days after any latent defect in the Goods has become apparent.
8. Quality and Warranty
8.1 Where the Seller is not the manufacturer of the Goods, the Seller shall endeavor to transfer to the Buyer the benefit of any warranty or guarantee given to the Seller.
8.2 The Seller warrants that (subject to the other provisions of these conditions) upon delivery, and for a period of 12 months from the date of delivery, the Goods shall:
b) for a period of 2 years from the date of shipment of the Goods (the “Warranty Period“), such Goods are fit and safe for use consistent with and will materially conform to the Specifications and will be free from significant defects in material and workmanship;
c) Goods are free of defects in design (except for written designs provided by Buyer, unless the defects in Buyer’s designs are based on Seller’s specifications);
d) no claim, lien, or action exists or is threatened against Seller that would interfere with Buyer’s use or sale of the Goods;
e) the Goods do not infringe any third-party Intellectual Property Rights;
f) Buyer will receive good and valid title to the Goods, free and clear of all encumbrances and liens of any kind;
g) the Goods are new and do not contain used or reconditioned parts, unless otherwise specified in the Order;
h) all Goods and all parts of Goods, including, but not limited to parts that may be identified as replacement units or spare parts, shall not experience data integrity, undetected data loss, or related issues, and shall conform with any other related requirements specified;
i) to the extent the Goods include software code, the Goods contain no harmful code;
j) it has disclosed to Buyer in writing the existence of any third-party code, including open source code, that is included in or is provided in connection with the Goods and that Seller and the Goods are in compliance with all licensing agreements applicable to such third-party code;
k) all authors have agreed not to assert their moral rights (personal rights associated with authorship of a work under applicable Law) in the Goods, to the extent permitted by law; and
l) be reasonably fit for any particular purpose for which the Goods are being bought if the Buyer had made known that purpose to the Seller in writing and the Seller has confirmed in writing that it is reasonable for the Buyer to rely on the skill and judgment of the Seller.
8.3 Remedies for Breach of Warranties. During the Warranty Period, if Goods do not comply with the warranties in this Agreement, in addition to other remedies available at Law or in this Agreement, Seller shall, at Buyer’s discretion:
(a) repair or replace such defective Goods; or
(b) credit or refund the Price of such defective Goods plus any inspection, test and transportation charges paid by Buyer, less any applicable discounts, rebates, or credits.
8.4 For such Goods, Buyer shall ship, at Seller’s expense and risk of loss, such allegedly defective Goods to the nearest authorized Seller location and Seller will, at Seller’s expense and risk of loss, return any repaired or replaced Good to the Delivery Location in a timely manner.
8.5 If Seller fails to repair or replace Goods in a timely manner, Buyer may do so and Seller shall reimburse Buyer for actual and reasonable expenses. Buyer may return defective Goods from any Buyer location to the nearest authorized Seller location at Seller’s cost.
8.6 Recalls. If Buyer, any of Buyer’s customers, Seller or any governmental authority determines that any Goods sold to Buyer are defective and a recall campaign is necessary, either party may implement such recall campaign. Buyer must return defective Goods to Seller or destroy such Goods, as determined by Buyer, at Seller’s sole cost and risk. Without prejudice to Buyer’s other rights under this Clause 8, if a recall campaign is implemented, at Buyer’s option and Seller’s sole cost, Seller shall promptly either repair or replace, or credit or refund Prices for, all such returned Goods under the terms of Clause 8.3.
8.7 The foregoing will apply even if the product warranties under Clause 8.2 or any other product warranty applicable to the Goods have expired. Seller is liable for all of Buyer’s costs associated with any recall campaign if such recall campaign is based on a reasonable determination that either:
(a) the Goods fail to conform to either the warranties under this Agreement or applicable law; or
(b) the basis for the recall arose from Seller’s negligence or wilful misconduct.
8.8 Where applicable, Seller shall pay all reasonable costs and expenses associated with determining whether a recall campaign is necessary.
8.9 The Seller shall not be liable for a breach of any of the warranties in Clause 8.2 unless:
b) the Buyer gives written notice of the defect to the Seller, and, if the defect is as a result of damage in transit to the carrier, within 7 days of the time when the Buyer discovers the defect; and
c) the Seller is given a reasonable opportunity after receiving the notice of examining such Goods and the Buyer (if asked to do so by the Seller) returns such Goods to the Seller’s place of business at the Seller’s cost for the examination to take place there.
8.10 The Company shall not be liable for a breach of any of the warranties in condition 8.2 if:
b) the Buyer makes any further use of such Goods after giving such notice; or
c) the defect arises because the Buyer failed to follow the Seller’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice.
9. Risk and Property
9.1 Risk of damage to or loss of the Goods shall pass to the Buyer upon delivery to the Buyer in accordance with the Contract.
9.2 The property in the Goods shall pass to the Buyer upon delivery, unless payment for the Goods has been agreed to be made prior to delivery, when it shall pass to the Buyer once payment has been made and the Goods have been appropriated to the Contract.
9.3 Insurance. Without limiting Seller’s indemnification obligations under this Agreement, during the Term and for a period of 3 years thereafter, Seller shall, at its own expense, maintain and carry in full force and effect, at least the following types and amounts of insurance coverage, subject to the requirements set forth in below:
a) Commercial general liability with limits no less than $1,000,000 for each occurrence and $2,000,000 in the aggregate, including bodily injury and property damage and products and completed operations and advertising liability, which policy will include contractual liability coverage insuring the activities of Seller under this Agreement;
b) Worker’s compensation with limits no less than the greater of $1,000,000; or the minimum amount required by applicable law
9.4 Insurance Contract Requirements. Seller shall ensure that all insurance policies required pursuant to Section 9.3:
a) are issued by insurance companies reasonably acceptable to Buyer or with a Best’s Rating of no less than A-VII;
b) provide that such insurance carriers give Buyer at least 30 days’ prior notice of cancellation or non-renewal of policy coverage, provided that, prior to such cancellation, Seller has new insurance policies in place that meet the requirements of this Clause 9;
c) provide that such insurance be primary insurance and any similar insurance in the name of and/or for the benefit of Seller shall be excess and non-contributory;
d) name Buyer and Buyer’s Affiliates, including, in each case, all successors and permitted assigns, as additional insureds; and
e) waive any right of subrogation of the insurers against Buyer.
9.5 Insurance Certificates. On Buyer’s written request, Seller shall provide Buyer with copies of the certificates of insurance and policy endorsements for all insurance coverage required by this Clause 9 and shall not do anything to invalidate such insurance. This shall not be construed in any manner as waiving, restricting, or limiting the liability of either party for any obligations imposed under this Agreement (including but not limited to, any provisions requiring a party hereto to indemnify, defend, and hold the other harmless under this Agreement).
10) Assignment
10.1 The Buyer may assign the Contract or any part of it to any person, firm or company.
10.2 The Seller shall not be entitled to assign the Contract or any part of it without the prior written consent of the Buyer.
11. Indemnity
11.1 The Seller shall indemnify the Buyer and its officers, directors, employees, agents, affiliates, successors, and permitted assigns (collectively, “Indemnified Party“) in full against all against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, (including including attorneys’ fees, fees, and the costs of enforcing any right to indemnification under this Agreement and the cost of pursuing any insurance providers) awarded against or incurred or paid by the Indemnified Party as a result of or in connection with:-
b) breach of any warranty given by the Seller in relation to the Goods;
c) any claim that the Goods infringe, or that their importation, use or resale, infringes, the patent, copyright trade mark or other intellectual property rights of any other person, except to the extent that the claim arises from compliance with any Specification supplied by the Buyer;
d) any act or omission of the Seller or its employees, agents or sub-contractors in supplying, delivering or installing the Goods;
e) any failure by Seller or its Personnel to comply with any applicable laws.
f) bodily injury, death of any person, or damage to real or tangible personal property caused by the acts or omissions of Seller or its personnel; and
g) all claims by the customers of the Buyer (and their sub-buyers) arising out of any breach whatever by the Seller of this contract for sale.
12. Remedies
12.1 Without prejudice to any other right or remedy which the Buyer may have, if any Goods are not supplied in accordance with, or the Seller fails to comply with, any of the terms of the Contract the Buyer shall be entitled to avail itself of any one or more of the following remedies at its discretion, whether or not any part of the Goods have been accepted by the Buyer:
b) to rescind the Order;
c) to reject the Goods (in whole or in part) and return them to the Seller at the risk and cost of the Seller on the basis that a full refund for the Goods so returned shall be paid forthwith by the Seller;
d) at the Buyer’s option to give the Seller the opportunity at the Seller’s expense either to remedy any defect in the Goods or to supply replacement Goods and carry out any other necessary work to ensure that the terms of the Contract are fulfilled;
e) to refuse to accept any further deliveries of the Goods but without any liability to the Seller;
f) to carry out at the Seller’s expense any work necessary to make the Goods comply with the Contract; and
g) to claim such damages as may have been sustained in consequence of the Seller’s breach or breaches of the Contract.
13. Termination
13.1 The Buyer shall be entitled to cancel the Contract in respect of all or part only of the Goods, without liability, by giving notice in writing to the Seller at any time prior to delivery or performance.
13.2 The Buyer shall be entitled to terminate the Contract without liability to the Seller by giving notice to the Seller at any time if: –
a) if Seller repudiates, or threatens to repudiate, any of its obligations under this Agreement;
b) except as otherwise specifically provided under this Clause 13.2, if Seller is in breach of, or threatens to breach, any representation, warranty, or covenant of Seller under this Agreement and either the breach cannot be cured or, if the breach can be cured, it is not cured by Seller within a commercially reasonable period of time under the circumstances, in no case exceeding 10 Business Days following Seller’s receipt of notice of such breach;
c) notwithstanding the generality of Clause 13.2 b), if Seller fails to, or threatens to fail to, timely deliver Goods conforming to the requirements of, and otherwise in accordance with, the terms and conditions of this Agreement;
c) if Seller becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due;
d) if Seller files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law;
e) seeks reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition, or other relief with respect to it or its debts;
f) makes or seeks to make a general assignment for the benefit of its creditors;
g) applies for or has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business;
h) if Seller fails to provide Buyer, within a commercial reasonable time after Buyer’s request (but in no case exceeding 10 Business Days after such request) with adequate and reasonable assurance of Seller’s financial and operational capability to timely perform Seller’s obligations under this Agreement;
i) in the event of a Force Majeure Event affecting the Seller’s performance of this Agreement for more than 14 Business Days;
j) if, without obtaining Buyer’s prior written consent, (i) Seller sells, leases, or exchanges a material portion of Seller’s assets, (ii) Seller merges or consolidates with or into another person, or (iii) a change in Control of Seller occurs; or
k) at its option, at any time and for any reason.
Any termination under this Clause 13.2 is effective on Seller’ s receipt of Buyer’s notice of termination or any later date set out in the notice.
14. Force Majeure
14.1 In the event that either party is prevented from fulfilling its obligations under this Agreement by reason of any supervening event beyond its control including but not limited to war, national emergency, flood, earthquake, strike or lockout (“Force Majeure Event”) (subject to Sub-clause 14.2) the party shall not be deemed to be in breach of its obligations under this Agreement. The party shall immediately give notice of this to the other party and must take all reasonable steps to resume performance of its obligations.
14.2 Sub-clause 14.1 shall not apply with respect to strikes and lockouts where such action has been induced by the party so incapacitated.
14.3 Each party shall be liable to pay to the other damages for any breach of this Agreement and all expenses and costs incurred by that party in enforcing its rights under this Agreement.
14.4 If and when the period of such incapacity exceeds 3 months, then this Agreement shall automatically terminate unless the parties first agree otherwise in writing.
15. Intellectual Property Ownership Rights
15.1 All pre-existing intellectual property rights, including the right to patent, copyright, trademarks, mask works and design rights in the Goods (“Pre-Existing IPRs”) shall remain vested absolutely in the Seller and/or its licensors, as the case may be.
15.2 The Seller hereby grants, including by way of a present licence of future rights (or shall procure that any relevant third party shall grant) a perpetual non-exclusive, irrevocable, royalty-free licence (with the right to grant sub-licences) for the Buyer to use the Pre-Existing IPRs and to use, copy and publish (electronically and in hard copy formats) the descriptions of the Goods where such is required by its customers solely to the extent necessary to utilise the services as contemplated by this Order for the benefit of its customers. This licence shall include the right to make any and all documentation available at any time to the Buyer. All Pre-Existing IPRs in the Goods descriptions shall remain vested absolutely in the Seller (or its consultants, Sellers or sub-contractors, in which case the Seller shall ensure that it has the right to license such descriptions.
15.3 All intellectual property rights, including copyright in documents and data and any specially written software, created by the Seller specifically for the purposes of this Order (and paid for by the Buyer) shall vest in the Buyer (“Designated IPRs”) and the Seller shall, it its own cost and expense, promptly take any action and do anything and execute any document necessary to effect this purpose and shall, upon request from the Buyer, assist the Buyer to promptly apply for Designated IPR protection.
15.4 In the event of any delay in the vesting of any Designated IPRs in the Buyer under this Order, the Seller shall hold such rights in trust for the Buyer.
15.5 The Seller hereby assigns to the Buyer, for no additional payment, with full title guarantee all right, title and interest to or in the Designated IPRs referred to here of any and all encumbrances and third-party rights.
15.6 The Seller shall from time to time at the Buyer’s request deliver up to the Buyer all source code, or other materials, embodying or embedded within Designated IPRs and specially written software and any adaptations and modifications to the same.
15.7 The assignment under this clause shall be a present assignment of future rights that shall take effect immediately on the coming into existence of the relevant Designated IPRs. The Seller shall ensure that any author of the Designated IPRs the title in which is to pass to the Buyer hereunder unconditionally and irrevocably waives all moral rights which may exist now or in the future in respect of the aforementioned Designated IPRs.
16. Confidentiality
16.1 For the purposes of this Agreement “Restricted Information” means, in relation to either party, information which is disclosed to that party by the other party pursuant to or in connection with this Agreement (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such).
16.2 Each party undertakes that, except as provided by Clause 16.8 or as authorised in writing by the other party, it shall, at all times during the continuance of this Agreement and for 2 years after its termination: –
a) use its best endeavors to keep confidential all Restricted Information;
b) not disclose any Restricted Information to any other person;
c) not use any Restricted Information for any purpose other than as contemplated by and subject to the terms of this Agreement;
d) not make any copies of, record in any way or part with possession of any Restricted Information; and
e) ensure that none of its directors, officers, employees, agents or advisers does any act which, if done by that party, would be a breach of the provisions of (a), (b), (c) or (d) above.
16.3 Either party may: –
a) disclose any Restricted Information to: –
b) any sub-contractor or supplier of that party;
c) any governmental or other authority or regulatory body; or
d) any employee or officer of that party or of any of the aforementioned persons;
to such extent only as is necessary for the purposes contemplated by this Agreement, or as required by law, and in each case subject to that party first informing the person in question that the Restricted Information is confidential and (except where the disclosure is to any such body as is mentioned above or any employee or officer of any such body) obtaining and submitting to the other party a written undertaking from the person in question, as nearly as practicable in the terms of this Clause, to keep the Restricted Information confidential and to use it only for the purposes for which the disclosure is made and
1.2 use any Restricted Information for any purpose, or disclosure it to any other person, to the extent only that it is at the date of this Agreement, or at any time after that date becomes, public knowledge through no fault of that party, provided that in doing so that party does not disclose any part of that Restricted Information which is not public knowledge.
1.3 The provisions of this Clause shall continue in force in accordance with their terms, notwithstanding the termination of this Agreement for any reason.
2. Notices
17.1 All notices, requests, consents, claims, demands, waivers, and other communications under this Agreement (each, a “Notice”, and with the correlative meaning “Notify”) must be in writing and addressed to the other Party at its address set out in any document which forms part of the Contract or such other address as shall be notified. Unless otherwise agreed herein, all Notices must be delivered by personal delivery, nationally recognized overnight courier or certified or registered mail (in each case, return receipt requested, postage prepaid). Notice given by email (with confirmation of transmission), will satisfy the requirements of this Section 17.1. Except as otherwise provided in this Agreement, a Notice is effective only (a) on receipt by the receiving Party, and (b) if the Party giving the Notice has complied with the requirements of this Section.
17.2 Communications addressed to the Buyer shall be marked for the attention of Financial Controller.
18. Waiver
No waiver by the Buyer of any breach of the Contract by the Seller shall be considered as a waiver of any subsequent breach of the same or any other provision.
19. Equitable Remedies.
Seller acknowledges and agrees that (a) a breach or threatened breach by Seller of any of its obligations under this Agreement would give rise to irreparable harm to the Buyer for which monetary damages would not be an adequate remedy and (b) in the event of a breach or a threatened breach by Seller of any such obligations, Buyer shall, in addition to any and all other rights and remedies that may be available to Buyer at law, at equity, or otherwise in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance, and any other relief that may be available from a court of competent jurisdiction, without any requirement to post a bond or other security, and without any requirement to prove actual damages or that monetary damages will not afford an adequate remedy. Seller agrees that Seller will not oppose or otherwise challenge the appropriateness of equitable relief or the entry by a court of competent jurisdiction of an order granting equitable relief, in either case, consistent with the terms of this Clause 19.
20. Severance
If any provisions of these Conditions are held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provisions in question shall not be affected thereby.
21. Third Party Rights
This Agreement benefits solely the parties to this Agreement and their respective permitted successors and assigns and nothing in this Agreement, express or implied, confers on any other person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
22. Ethics
The Seller accepts that the Buyer has an Ethics Policy and should adopt the same or similar standards. Also the Seller is committed to ensuring that there is no slavery or human trafficking in its own business or its supply chains.
23. Dispute Resolution
Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity hereof (each, a “Dispute”), shall be submitted for negotiation and resolution to an officer of Seller (or to such other person of equivalent or superior position designated by Seller in a written Notice to Buyer) and an officer of Buyer (or to such other person of equivalent or superior position designated by Buyer in a written Notice to Seller), by delivery of written Notice (each, a “Dispute Notice”) from either of the parties to the other party. Such persons shall negotiate in good faith to resolve the Dispute. If the Parties cannot resolve any Dispute within 30 Business Days after delivery of the applicable Dispute Notice, either party may file suit in a court of competent jurisdiction in accordance with the provisions of Clause 24 and Clause 25 hereunder.
24. Choice of Law.
This Agreement, and all matters arising out of or relating to this Agreement, are governed by, and construed in accordance with, the Laws of the State of New York, United States of America, without regard to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of New York. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
25. Choice of Forum.
Each party irrevocably and unconditionally agrees that it will not commence any action, litigation, or proceeding of any kind whatsoever against the other party in any way arising from or relating to this Agreement, in any forum other than the courts of the State of New York sitting in New York City, and any appellate court from any thereof. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees to bring any such action, litigation, or proceeding only in New York City. Each party agrees that a final judgment in any such action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
26. Waiver of Jury Trial.
Each party acknowledges and agrees that any controversy that may arise under this Agreement, is likely to involve complicated and difficult issues and, therefore, each such party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement. Each party certifies and acknowledges that (a) no representative of the other party has represented, expressly or otherwise, that such other party would not seek to enforce the foregoing waiver in the event of a legal action, (b) such party has considered the implications of this waiver, (c) such party makes this waiver voluntarily, and (d) such party has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in this Clause 26.
27. Counterparts.
This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. Notwithstanding anything to the contrary in Section 18.04, a signed copy of this Agreement delivered by facsimile, email, or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
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