VERSION 1.0
March 2010
This document contains the terms and conditions covering sale and purchase of Zii™ Development Kit hardware and/or license of its hardware reference design and the license of Plaszma™ and Android Software.
Please note:
You may concurrently contract the ZMS Development License Agreement that is available at zii.com and download the Zii™ Development Kit or Software that is available at zii.com and/or ziilabs.com.
APPLICATION OF TERMS AND CONDITIONS OF SALE. The following terms and conditions shall govern the sale by the entity, named on the invoice ("us") that will be provided to you ("You") of product(s) and/or software provided by us ("Product(s)" and/or "Software") e.g. Plaszma™, Android and/or any other Software. By ordering Product(s) and/or Software using the Site or by any recipient at the designated address accepting delivery of the Product(s) and/or other Software described on the invoice, You agree to be bound by and accept these terms and conditions. The terms and conditions of this Zii™ Development Kit Sale & Purchase Agreement represent the entire agreement between us and You, superseding any prior agreements concerning the same subject matter. We, at our sole discretion, may amend, change, modify or otherwise update the terms and conditions ("Updates") at any time without prior notice to You. Such Updates shall be effective immediately upon posting onto the Site. We urge You to check for any Updates each time You visit the Site and review them.
You shall not acquire ownership of any hardware reference design or Software (including any portion of a Product that may constitute firmware or other software) of which You acquire possession pursuant to this Agreement. You acquire only the right to possess and to deal with the hardware reference design and Software acquired pursuant to this Agreement, in strict accordance with the terms of the license set forth in the ZMS Development License Agreement or software license agreement. With respect to hardware reference design and Software, any use of the terms "sale", "sold" or "purchase" in this Agreement are for convenience only, in place of the word "license", and do not supersede or change the meaning or effect of this paragraph.
VARIOUS POLICIES. BY ACCESSING THE SITE, YOU SIGNIFY YOUR AGREEMENT TO THE PRIVACY POLICY AND OTHER POLICIES FOUND ON THE SITE, WHICH ARE INCORPORATED HEREIN BY REFERENCE. PLEASE READ THESE POLICIES CAREFULLY. Certain policies below govern and are applicable to Your purchase(s) and/or other transaction(s) at the Site, including after-sale arrangements. They are hereby incorporated by reference:
You acknowledge, agree and understand that each of the above policies are subject to change from time to time and shall be deemed immediately effective when updated on the Site.
CONDITIONS OF WEB SITE USAGE. BY ACCESSING THE SITE, YOU SIGNIFY YOUR AGREEMENT TO THE CONDITIONS OF WEB SITE USAGE WHICH ARE INCORPORATED HEREIN BY REFERENCE. PLEASE READ THE CONDITIONS OF WEB SITE USAGE CAREFULLY. Your use of each component Service is subject to Your acceptance of, and compliance with, the respective Conditions of Web Site Usage for the Site and any other applicable terms and conditions.
MINIMUM AGE FOR INDIVIDUALS. Under the Agreement, any person who is 13 or older, or the applicable age for entering such contracts in the relevant jurisdiction (but in any event not younger than 13), may purchase Product(s) and/or Software from us and/or sign up for a Zii Account to access Service(s). By agreeing to purchase from us under the Agreement, You are representing to us that You are at least 13 years of age, which is also the minimum age required to access the Site, or the applicable allowable age (which shall be not less than 13). If You are 13 or older but under the age of 18, You should review the Agreement with Your parent or guardian to make sure that You and Your parent or guardian understand the Agreement.
ELECTRONIC SIGNATURES AND CONTRACT FORMATION. Your use of the Site or any of its Service(s) includes the ability to enter into agreements and/or to make transactions electronically. YOU ACKNOWLEDGE THAT YOUR ELECTRONIC SUBMISSIONS CONSTITUTE YOUR AGREEMENT TO BE BOUND BY SUCH AGREEMENTS AND, IF APPLICABLE, TO PAY FOR TRANSACTIONS. YOUR AGREEMENT TO BE BOUND BY ELECTRONIC SUBMISSIONS APPLIES TO ALL RECORDS RELATING TO ALL TRANSACTIONS YOU ENTER INTO ON THE SITE, INCLUDING NOTICES OF CANCELLATION, POLICIES, CONTRACTS AND APPLICATIONS.
PAYMENT TERMS. You shall make payment using a method accepted by us as indicated in this Section 6 (instead of Sections 1 and 5 of our Payment Policy), i.e. You may pay by credit card, by telegraphic transfer or by PayPal, unless the payment method is excluded or suspended by us. Your ability to pay must be verifiable by us prior to our acceptance of Your Order. You permit us to contact and verify Your details and credit status with Your credit card issuing institution at any time after You submit Your Order.
Payment by credit card. Only Visa or MasterCard credit cards are acceptable. Payment is subject to the approval of the bank issuing the credit card and we shall not be liable in any way if the bank refuses to approve the payment for any reason. Prior to the purchase of any Product(s), Software or Service(s) on the Site, You must provide us with a valid credit card number and associated payment information needed to charge the card including all of the following: (i) Your name as it appears on the card, (ii) Your credit card number, (iii) the credit card type, (iv) the date of expiration and (v) any activation numbers or CVV codes. By submitting such information to us, You hereby agree that You authorize us to charge Your card at our convenience within thirty (30) days of credit card authorization by You. Credit card transactions will be processed in Singapore. Certain credit card issuing banks may consider Your Order an overseas transaction and may impose an overseas transaction fee. You should check with Your credit card issuing bank for details prior to making payment. For more information, please refer to the Payment Policy. UNDER THE AGREEMENT, ALL SALE(S) OF Zii&trade DEVELOPMENT KIT(S), OTHER PRODUCT(S) AND/OR SOFTWARE ARE FINAL AND ALL PAYMENTS RECEIVED IN RESPECT OF SUCH SALE(S) ARE STRICTLY NONREFUNDABLE.
Telegraphic Transfer. We accept at our sole discretion payment by telegraphic transfer to the bank account that we designate. You shall pay both sender and recipient bank charges and, upon request, send to us documentary proof of the remittance. Notwithstanding the above, any telegraphic transfers will follow the requirements and procedures as specified in Section 4 of the Payment Policy.
Payment by PayPal. If You choose PayPal as the mode of payment, You will be directed to the official PayPal web site payment page. You will be required to log into Your PayPal account before proceeding to make payment by PayPal. Your Order will only be completed after the transfer of funds has been confirmed by PayPal. You will be informed via a real-time online message if Your payment has NOT been successfully processed.
Billing Disputes by You. You must notify us in writing within seven (7) calendar days of the invoice date if You dispute any charges in respect of payments to us, otherwise such dispute will be deemed waived by You. Your notification of any billing discrepancy or dispute must be sent to Zii Contact Center in writing.
PRICES. All prices quoted at the Site are in the currency as stated. The full price payable in respect of Your Order will be reflected in the cart summary and the invoice. If we are required by any authority to pay any tax, fee or charge in respect of Your Order, we may accordingly invoice You for the amount and You shall pay to us the said amount via a charge to Your credit card or other means that we accept at our sole discretion. We may change the prices and rates of our Products, Software and Services available at the Site(s) at any time without notice. New prices, fees, charges and rates will generally be set out at zii.com.
TAXES. You shall bear all applicable taxes and duties. If You are obliged to pay Singapore Goods and Services Tax, You will be invoiced this tax. Other taxes may be applicable depending on Your jurisdiction.
SHIPPING, HANDLING AND OTHER CHARGES. Shipping, handling and other applicable charges will be reflected separately in the cart summary and the invoice and are payable by You. These charges may vary depending on Your location. For any non-delivery of an Order that is not attributable to us (e.g. no one at the address You have designated), we may charge You for additional administrative, shipping (or other transport) and handling fees for any subsequent delivery attempt(s). We do not provide free shipping (or other transport) regardless of the value of the purchase. Choice of carriers for shipment and delivery remains at our sole discretion. Delivery is not available to all locations. Please refer to our Shipping Policy for more information.
ORDER CONFIRMATION. All Orders will require a valid e-mail address. We will e-mail an Order Confirmation as an acknowledgement of Your Order. The Order Confirmation time may vary due to, without limitation, factors such as product or software availability, warehouse or other logistical issues or the credit card approval process. We may, at any time and without notice, cancel or limit the quantity of any item(s) ordered. Where there is a limit to the quantity we supply, the new quantity will be stated on the Order Confirmation and we shall accordingly reduce the amount charged to You.
REFUSAL; CANCELLATION. We may refuse any Order from You without cause or explanation, and we shall not be held liable for the refusal of any Order. An Order may not be cancelled at Your request once it has been confirmed and is being processed. Order cancellation by You shall not be permitted unless we have provided You with written authorization. Whether or not we issue a written authorization for Order cancellation shall be decided at our sole discretion. Order cancellation may be subject to further terms and conditions that may include, but are not limited to, cancellation charges. If the Product(s) delivered is found to be defective, the proper return procedure has to be followed. Please read the Limited Hardware Warranty accompanying the Product(s) and our Warranty Return Policy.
PROCESSING AND DELIVERY. Orders placed on a weekend or on a public holiday will not be processed until the next Business Day, subject to product availability. The Zii™ Development Kit(s) and/or other Product(s) that You have ordered from us will be shipped (or otherwise transported) by our appointed delivery agent. We will only deliver to the address designated by You. We will only ship or deliver to certain locations. We will use reasonable efforts to arrange to dispatch the Product(s) to You within five (5) Business Days after the day of Order Confirmation. We do not guarantee delivery within any time frame. All deliveries are subject to alternative arrangements at our sole discretion. We will not be liable for any delayed delivery or failed delivery (e.g. detained by customs, an incorrect or incomplete address was provided or there is no willing recipient at the designated address to sign for the delivery). We do not accept delivery re-scheduling requests. Please click here for the Shipping Policy for more information.
USE OF SOFTWARE. We may offer certain Software to enable You to evaluate the Zii™ Development Kit or to use with or as part of the Zii™ Development Kit. We may automatically check Your version of the Software after You have installed it on Your computer without notification. We may automatically download such Software upgrades to Your computer to update, enhance and further develop the Service. You will not disassemble, decompile, or reverse engineer, any Software made available, except and only to the extent that such activity is expressly permitted by us in writing. The Software and its use are subject to all applicable laws and regulations. You must comply with all domestic and international export laws and regulations that apply to the Software. These laws include restrictions on destination, end-users and end use.
DOWNLOADING SOFTWARE. For SDK or other Software ordered, upon successful transaction including making any required payment at zii.com, You will be able to download the SDK or Software from either zii.com and/or ziilabs.com after accepting the relevant license agreement. Should You encounter problems with downloading of the SDK or other Software and require assistance, please contact Zii Contact Center.
SOFTWARE LICENSING. All Software is provided subject to the license agreement that is displayed during the installation process. You agree to be bound by such license agreement when the Software is installed or upon clicking to indicate acceptance of the license terms whichever is earlier. We reserve all other rights to the Software that are not expressed in the terms of the license. We, our affiliated companies or our licensors own the title, copyright and other intellectual property rights in such Software. We do not provide any warranty for the Software. Any risks involved in downloading, installing and the use of the Software will be borne solely by You. Warranties, if any, for Software may be contained in the license agreement from the software licensor.
DATA TRANSMISSION. You acknowledge that data, including e-mail, electronic communications and personal financial data, may be accessed by unauthorized third parties when communicated between You and us, using the Internet, other network communications facilities, telephone or any other electronic means. You agree to use software produced by third parties, including, but not limited to, a browser application that supports a data security protocol compatible with the protocol used by us. We are not responsible for notifying You of any upgrades, fixes or enhancements to any such software or for any compromise of data transmitted across computer networks or telecommunications facilities, including, but not limited to, the Internet.
AVAILABILITY. Product availability may at times be limited. Product(s) may temporarily not be available or may be discontinued. We may, without liability or notice, revise or cease to make available any or all Product(s) or to cancel any Order. If there is any revision or cessation, we may notify You and offer an alternative Product. If an alternative Product is not accepted by You, the Order shall be deemed cancelled.
The Product models, Software and Services displayed on the Site may not be available in Your particular country or location. The reference to such Products, Software and Services on the Site does not imply or warrant that these Products, Software or Services will be available to You at Your particular location. You should check with Zii Contact Center for the availability of specific Product(s), Software or Service(s) in Your area.
Our policy is to introduce new Product models, Software, Services and features from time-to-time. For this or other reasons, we may discontinue Product models, Software, Services and features at any time without notice.
PROMOTIONS. Any offer, promotion or discount is only valid in accordancewith its written terms and cannot be combined with any other offer, promotion or discount.
DEPICTIONS. Actual Products may differ slightly from those depicted on the Site, box packaging or elsewhere. These depictions are intended merely for illustrative purposes.
TITLE AND RISK. Risk of loss or damage to any Product ordered and delivered under the Agreement, including the media on which any Software is reproduced (but not any copyright, trademark, patent or trade secret, or other intellectual property or proprietary rights with respect to such Software), shall pass to You upon delivery of the Product to You. Title in the Product shall not pass to You until receipt by us the full and final payment for the Product and delivery of the Product to You.
FOR DEVELOPMENT & EVALUATION PURPOSES ONLY. The Zii™ Development Kit is at an initial development stage and for DEVELOPMENT AND/OR EVALUATION PURPOSES ONLY by those trained/skilled in engineering. It is not a consumer-ready product. Anyone handling it must be experienced in electronics. It is not intended to be complete in respect of any required design-related, manufacturing-related and/or consumer-related protective considerations, including product safety and environmental protection measures. The Zii™ Development Kit is not FCC certified. It has not been tested for compliance with FCC rules on unlicensed radio frequency interference, European or other standards and regulations on radio emissions, electromagnetic compatibility, hazardous substances, waste electrical and electronic equipment, European conformance (CE) or UL Standards. It is provided "AS IS" and may not meet the technical requirements of these and other directives, regulations and standards. It generates, uses and radiates radio frequency energy. It must be used within a special setting or facility that shields radio frequency emissions. It must not be operated in a residential area, flight path or any area where radio-type devices might cause interference. Any user is required to take whatever appropriate measures at user’s sole expense to prevent or correct any such interference. It is for the user to determine any local limitations prior to testing and manufacturing and comply with them.
USER HAS SOLE RESPONSIBILITY & TO TAKE PRECAUTIONS. In view of the "open" construction of the product(s) designed for easy access, all appropriate precautions with regard to electrostatic discharge must be taken. The user has sole responsibility and liability for proper and safe handling of the product(s). Further, the user shall indemnify us and our affiliated companies from all claims (including all legal expenses) arising from the handling or use of the product(s) and any other product(s) the user (or any third party) develops as a result.
NO LIABILITY FOR YOUR USE OF HARDWARE REFERENCE DESIGN AND OTHER MATERIALS. In view of the "open" construction of the product(s) designed for easy access, all appropriate precautions with regard to electrostatic discharge must be taken. The user has sole responsibility and liability for proper and safe handling of the product(s). Further, the user shall indemnify us and our affiliated companies from all claims (including all legal expenses) arising from the handling or use of the product(s) and any other product(s) the user (or any third party) develops as a result.
NO LICENSE OF I.P. RIGHTS. No license is granted under any intellectual property right that belongs to us, our affiliated companies or any third party covering or relating to any invention, machine, process, software or combination in which such products, services or software might be or are used.
USER GUIDE. Please refer to the User Guide. Important safety information, voltage and pin information can be found there.
SERVICE AND SUPPORT. We will endeavor to provide You with customer and technical support. When contacted, our support personnel at the Zii Contact Center will attempt to address problems You have with Your Zii-branded product or Zii-branded software via e-mail. You may initiate the communication at the Zii Support Web Page. Any defect or problem encountered with any third party-branded product(s) or software including those purchased or downloaded at the Site(s) must be referred by You directly to the product manufacturer or software publisher since the Zii Contact Center will only assist You with Zii-branded products or Zii-branded software. We may, at our sole discretion, revise our service and support programs and the terms and conditions that govern them without notice.
LIMITED HARDWARE WARRANTY FOR ZII-BRANDED PRODUCTS. THE LIMITED HARDWARE WARRANTY, IF ANY, APPLICABLE TO ANY ZII-BRANDED PRODUCT OFFERED FOR SALE ON THIS SITE IS INCLUDED IN THE DOCUMENTATION ACCOMPANYING THE PRODUCT. WE AND OUR AFFILIATED COMPANIES DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE FOR ALL PRODUCTS AND SOFTWARE.
WARRANTY RETURN. Any Product purchased from us that You find to be defective may only be returned by the warranty holder in accordance with the Limited Hardware Warranty accompanying the Product and the online Limited Hardware Warranty Policy and Warranty Return Policy containing the required procedure for warranty returns. The Limited Hardware Warranty and the policies are incorporated herein by reference. Any warranty return shall be sent to our authorized service center in accordance with the Warranty Return Policy, with a warranty return ticket (other than for a return of a component). You may request for the warranty return ticket online at the Zii Support Web Page. The warranty provider or the service center may, require proof of original purchase (i.e. copy of dated and itemized invoice from us), which must then be produced. The warranty return ticket number should be clearly indicated on the shipping label that You place on the outside of the box or package that You send to the authorized service center. All shipping/transport charges and costs incurred to send a defective Product to the authorized service center, including any insurance, duties or other fees, must be pre-paid and borne solely by You.
If You fail to send Your Product to our authorized service center in accordance with the Limited Hardware Warranty Policy and Warranty Return Policy and the required procedure including, but not limited to, returning the Product (i) later than the lead time allowed in the warranty ticket, (ii) without a valid warranty return ticket, (iii) with a warranty return ticket with details that do not match the Product‘s details (iv) returning Product(s) without a warranty return ticket number written on the shipping label or outer packaging, or (v) returning Product(s) without proper packaging, we may elect one or more of the following: (a) refuse to accept delivery of such return, (b) charge You an administrative fee to cover processing and handling costs, (c) charge You for returning the delivery and/or other expenses incurred by us due to failure to return the Product in accordance with our Warranty Return Policy, and/or (d) if payment is not made within three (3) months, we may dispose of Your Product as we deem fit. In all cases, any payment of money by us to You subsequent to Your return of Your Product will not include the reimbursement of shipping/transport charges You incur. Under no circumstances shall we refund shipping/transport charges to You.
NO WARRANTY. The Zii™ Development Kit, including the Software, is provided "AS IS" and to the maximum extent permitted by applicable law, we disclaim all representations and warranties, express or implied regarding the Product and the Software, including, without limitation, its fitness for a particular purpose, its quality, merchantability, performance, non-infringement of third party rights, accuracy, completeness or other characteristics, or the results obtained by using the Product and the Software. We do not warrant that the Zii™ Development Kit is free from bugs, viruses, errors, or other program limitations. Some states and countries do not allow the exclusion of implied warranties, so the above exclusions may not apply to You depending on the relevant jurisdiction. In that event, any implied warranties are limited in scope to the extent permitted by applicable law.
LIMITATION OF LIABILITY. YOU AGREE THAT YOUR SOLE REMEDY FOR OUR BREACH OF THESE TERMS AND CONDITIONS, OUR SOLE AND EXCLUSIVE MAXIMUM LIABILITY SHALL NOT IN ANY EVENT EXCEED THE TOTAL PRICE ON OUR INVOICE(S) FOR THE AFFECTED PRODUCT(S), SOFTWARE AND/OR SERVICE(S) THAT HAS BEEN PAID BY YOU. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE LIMITATION OF INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, OR EXCLUSION OR LIMITATION OF LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE, SO SOME OF THE LIMITATIONS HEREIN MAY NOT APPLY TO YOU. IN THAT EVENT, RECOVERABLE DAMAGES BY YOU OR ANY OTHER CLAIMANT AGAINST US AND OUR AFFILIATED COMPANIES WILL BE LIMITED IN SCOPE AND AMOUNT TO THE LEAST ALLOWABLE BY APPLICABLE LAW.
EXCLUSION OF LIABILITY. IN NO EVENT WILL WE OR ANY OF OUR DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES OR AFFILIATED COMPANIES OR THE DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES OF OUR AFFILIATED COMPANIES BE LIABLE TO YOU OR ANYONE ELSE FOR ANY CLAIM OR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE LOSS OR DAMAGE FOR ANY BREACH OF THESE TERMS AND CONDITIONS, INCLUDING BUT NOT LIMITED TO ANY LOSS OF PROFITS OR POTENTIAL PROFITS, LOSS OF SAVINGS OR ANTICIPATED SAVINGS, LOSS OF BUSINESS OR GOODWILL, LOSS OF DATA, LOSS OF OPPORTUNITIES, OR LOSS OF USE OF THE PRODUCT OR ANY EQUIPMENT, COST OF CAPITAL, COST OF SUBSTITUTE OR REPLACEMENT PRODUCT, EQUIPMENT, FACILITIES OR SERVICES, DOWN TIME, YOUR TIME, ANY DAMAGE TO PROPERTY OR BODILY INJURY (INCLUDING DEATH) TO ANY PERSON, ARISING FROM OR RELATING TO THE USE OF OR THE INABILITY TO USE THE PRODUCT OR ARISING FROM BREACH OF THE WARRANTY, REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, WHETHER OR NOT SUCH LOSS OR DAMAGE WAS FORESEEABLE, EVEN IFTHE POSSIBILITY OF SUCH LOSS OR DAMAGE WAS BROUGHT TO OUR OR OUR AFFILIATED COMPANIES’ ATTENTION. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, OR EXCLUSION OR LIMITATION OF LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE, SO SOME OF THE LIMITATIONS HEREIN MAY NOT APPLY TO YOU. IN THAT EVENT, RECOVERABLE DAMAGES BY YOU OR ANY OTHER CLAIMANT AGAINST US AND OUR AFFILIATED COMPANIES WILL BE LIMITED IN SCOPE AND AMOUNT TO THE LEAST ALLOWABLE BY APPLICABLE LAW.
INDEMNIFICATION. You agree to indemnify, defend and hold us and all of our agents, directors, officers, shareholders, employees, contractors, content/information providers, licensors and licensees and our affiliated companies as well as the agents, directors, officers, shareholders, employees, contractors, content/information providers, licensors and licensees of our affiliated companies, (collectively "Indemnified Parties") harmless from and against any and all liability and costs (including, without limitation, attorneys‘ fees and costs), incurred by the Indemnified Parties in connection with any claim arising out of any breach by You of these terms and conditions or Your representations and covenants. You will cooperate as fully as reasonably required in the defense of any claim. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You and You shall not in any event settle any matter without our written consent.
SET-OFFS. You shall not be entitled to set-off any claim(s) or amount(s) unless a relevant claim or amount has been approved by us in writing or such relevant claim or amount has already been fully adjudicated (without the possibility of further appeal) or certified by a court of law in Singapore.
FORCE MAJEURE. WE SHALL NOT BE LIABLE IF WE ARE UNABLE TO PERFORM ANY OF OUR OBLIGATIONS CONTAINED IN THESE TERMS AND CONDITIONS OR ANY ORDER, TRANSACTION OR RELATED DOCUMENTS OR ANY DELAY IN PERFORMANCE, DUE TO, DIRECTLY OR INDIRECTLY, THE FAILURE OF ANY EQUIPMENT, MACHINERY, SYSTEM OF AUTHORIZATION, DATA PROCESSING OR COMMUNICATION SYSTEM OR TRANSMISSION LINK OR ANY INDUSTRIAL DISPUTE, STRIKES, LABOR DIFFICULTIES, RIOT, WAR, GOVERNMENT INTERVENTION, EMBARGOES, FLOOD, FIRE, EXPLOSION, EPIDEMICS, ACTS OF GOD, LATE DELIVERIES BY SUPPLIERS OR ANY OTHER EVENTS OR OTHER DIFFICULTIES WHICH ARE BEYOND OUR CONTROL, OR THE CESSATION OF OUR BUSINESS. QUANTITIES ARE SUBJECT TO AVAILABILITY. IN THE EVENT OF PRODUCTION DIFFICULTIES OR PRODUCT SHORTAGES, WE MAY ARRANGE SALES AND DELIVERIES AT OUR SOLE DISCRETION.
NO LIABILITY FOR LICENSEES‘ PRODUCTS OR SOFTWARE. You agree that we and our affiliated companies are not in any manner responsible or liable to You or to any third party with respect to (i) products or software made or designed with the Zii™ Development Kit or Zii-branded software or any derivative work supplied by our licensees or the licensees of our affiliated companies; and/or (ii) the actions or omissions of our licensees or the licensees of our affiliated companies, including but not limited to their negligence or any of their statements regarding any of their products or software.
DISCLAIMER OF LIABILITY RELATING TO ZII-BRANDED SOFTWARE AND DERIVATIVE WORK. IN NO EVENT SHALL WE, ANY OF OUR AFFILIATED COMPANIES OR ANY PERSON WHO HAS MODIFIED AND/OR DISTRIBUTED THE WHOLE OR ANY PART OF ANY ZII-BRANDED SOFTWARE OR ANY DERIVATIVE WORK (INCLUDING ANY OF YOURS) BE LIABLE TO YOU FOR ANY LOSS OR DAMAGE WHATSOEVER ARISING OUT OF YOUR USE, MODIFICATION OR DISTRIBUTION OR YOUR INABILITY TO USE, MODIFY OR DISTRIBUTE ANY ZII-BRANDED SOFTWARE OR ANY DERIVATIVE WORK OR YOUR EXERCISE OF ANY OF THE RIGHTS GRANTED UNDER ANY LICENSE FROM ZIILABS PTE. LTD. TO YOU OR FROM YOU TO US OR ANY OF OUR AFFILATED COMPANIES (INCLUDING BUT NOT LIMITED TO LOSS OF OR DAMAGE TO YOUR OR ANY THIRD PARTY‘S DATA CAUSED BY ANY DEFECT IN ANY ZII-BRANDED SOFTWARE OR ANY DERIVATIVE WORK OR ANY INCOMPATIBILITY BETWEEN ANY ZII-BRANDED SOFTWARE OR ANY DERIVATIVE WORK AND ANY OTHER PRODUCT OR SOFTWARE). ALL SUCH LIABILITIES ARE EXCLUDED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
INDEMNITY WHERE YOU DISTRIBUTE. If You, whether on Your own or with others, distribute Zii-branded software or any derivative work with programs You develop and/or any other software or product, You agree to fully indemnify, defend and hold harmless us, our affiliated companies and all contributors from any claims, including attorney fees, costs and other expenses related to the use and/or distribution of the programs. For the avoidance of doubt, You are not liable for indemnification obligations to us and our affiliated companies for any claims to the extent based solely on the unmodified Zii-branded software. You also are not liable for indemnification obligations to a contributor for any claims to the extent based solely on the unmodified contributions of that contributor.
HEADINGS; INTERPRETATION. Unless the context requires otherwise:
INTELLECTUAL PROPERTY. You acknowledge that we, our affiliated companies, our suppliers and/or licensors are the owner(s) of all right, title and interest in and to the intellectual property or other proprietary rights to the Product(s), Software and Service(s), including any copyright, trademark, trade secret and patent rights therein. You shall not decompile, disassemble or otherwise reverse engineer any Product(s) or Software. You should refer to the ZMS Development License Agreement or applicable Software license agreement(s) regarding any rights (e.g. software development rights) licensed to You. If You develop new software in accordance with the license agreement, You may only use and/or distribute it under a new name that shall not contain or refer to "ZMS", "Zii", "LABS", "Plaszma", "StemCell Computing" or any part of the name of the Software. The new name shall also not be in any way deceptively similar. No trademark license is granted to You. However, Your reasonable use of the phrase "Zii™-compatible" or "Compatible with [Zii™ Products / Plaszma™ / name of Software]" or other approved wording as a tagline may be permitted. You need to obtain prior consent in writing by contacting Zii Contact Center for the Zii™ Development Kit or Zii-branded software or directly to third party software licensor for third party-branded Software. In addition, You will clearly identify the new software as Your own.
LINKS TO THIRD PARTY WEB SITES. Links to third party web sites from the Site are provided solely for Your convenience. You are advised to check the privacy policies and terms of use of those third party web sites before providing Your personal information to them. We have not reviewed these third party web sites, do not control and are not responsible for any of these web sites, their content, their privacy policies or their terms of use. We do not endorse or make any representations for these web sites, or any information, products, services or materials found therein. Access to and use of such other web sites is solely at the user‘s own risk and subject to any terms and conditions applicable to such access and use.
TERMINATION. We shall have the right to terminate any or all business transactions with You if You are in breach of any of the terms and conditions, and in addition, we shall have the right to cancel any outstanding Orders made by You, as well as exercise any other right or remedy available at law or in equity. All remedies are cumulative.
GOVERNING LAW; FORUM; LEGAL COSTS. The terms and conditions of this Agreement shall be construed and governed by the laws of Singapore, excluding any choice of law principles. You agree that any action at law or in equity arising out of or relating to this Agreement shall be filed only or filed first in the courts located in Singapore and You hereby irrevocably consent and submit to the non-exclusive jurisdiction of such courts for the purposes of litigating any such action. Process may be served on either party in the manner authorized by applicable law or court rule. Any court proceedings shall be conducted entirely in English. Parties shall pay their own translation costs. In any action or suit to enforce any right or remedy under the Agreement or to interpret any provision of the Agreement, the prevailing party shall be entitled to recover, in addition to other relief granted, reasonable attorneys‘ fees, costs and other expenses of litigation. Notwithstanding any other provision of the Agreement, we have the right to seek the remedy of specific performance of any term contained in the Agreement, or a preliminary or permanent injunction against the breach of any such term or in aid of the exercise of any power granted in the Agreement, or any combination thereof, in any court having jurisdiction thereof.
SEVERABILITY; NO WAIVER. If any provision of the Agreement, or their application to any person, place, or circumstance, is held by a court of competent jurisdiction to be invalid, unenforceable or void, its remaining provisions and such provisions as applied to other persons, places and circumstances shall remain in full force and effect. Neither our failure nor our delay in exercising, enforcing or taking action against You with respect to any of our rights or powers shall operate as a waiver of such powers or rights. No single or partial exercise by us of any of our powers or rights will preclude us from exercising such powers and rights in the future or from exercising other powers and rights.
NO THIRD PARTY RIGHTS. Nothing in this Agreement shall grant to any third party any right to enforce any term of this Agreement or to confer on any third party (except our affiliated companies) any benefits under this Agreement for the purposes of the Contract (Rights of Third Parties) Act (Cap 53B) the application of which legislation is hereby expressly excluded
NO ASSIGNMENT. You may not assign Your rights or obligations under the Agreement without our prior written consent. We may assign our rights and obligations herein to any of our affiliated companies without any notice to You.
NO MODIFICATION BY YOU. The Agreement may not be supplemented, altered or modified by the use of any statement(s), document(s), or material submitted by You.Any attempt to modify, supplement or amend the Agreement will be null and void unless agreed to in writing by us.
ADDITIONAL TERMS AND CONDITIONS. From time to time we may incorporate additional terms and conditions applicable to Product(s), Software or Service(s) or to specific portions or features of the Site, which may include contests, promotions or other marketing. These additional terms shall form part of the Agreement by reference. By using the Site, You agree to abide by such other terms and conditions, including (where applicable) representing to us that You are of legal age and capacity to use or participate in such Services or utilize such features. In the event of any conflict between the Agreement and the additional terms and conditions, the latter terms shall prevail with respect to Your use of that portion of the Site or the specific Service or feature
The extent of our obligations with regard to the Product(s), Software and Service(s) (where applicable), are governed solely by the agreements pursuant to which they are provided, and nothing on the Site shall be construed to alter, amend or modify such agreements.
The Product(s), Software and Service(s) available at the Site, may at the Site proprietor’s discretion, be changed from time to time without notice. At any time, the information and materials on the Site may be out- of-date. We and our affiliated companies make no warranty or representation that the information and materials detailing the Products(s), Software and Service(s) are up-to-date.
COPY OF Zii™ DEVELOPMENT KIT SALE & PURCHASE AGREEMENT. A copy of this document may be printed by using Your browser‘s print function.
COMMENTS AND QUESTIONS. Comments and questions should be directed to us HERE. Please provide Your full name and contact details. If You prefer, You may write to:
Zii Pte. Ltd.
31 International Business Park
Creative Resource
SINGAPORE 609921
(Attn: Zii Contact Center - Sale & Purchase Questions)
As used in the Agreement, the following terms and phrases shall have the following meanings:
"Agreement" shall mean these terms and conditions of this Zii™ Development Kit Sale & Purchase Agreement together with Zii‘s Privacy Policy and any and all related agreements, schedules, policies and/or amendments.
"Business Day" shall mean Monday through Friday, excluding Saturdays, Sundays or public holidays in Singapore.
"Electronic Submission" shall mean anything that You agree to provide to us while visiting the Site, including, but not limited to, the Order submitted by You to us.
"E-mail address" shall mean the e-mail address that is used for registration by a User when setting up a Zii Account.
"Invoice" shall mean the invoice issued by us to You indicating the price of the Product(s), Software and/or Service(s) and which is Your proof of the transaction.
"Limited Hardware Warranty" shall mean the limited hardware warranty accompanying certain Zii-branded products whose terms will take precedence over the terms in the online Limited Hardware Warranty Policy.
"Order" shall mean an electronic order placed on zii.com by You in accordance with the Agreement.
"Order Confirmation" shall mean the order confirmation issued by us to You, indicating receipt of Your Order.
"Product" shall mean any product or accessory listed at the Site that we agree to supply to You under these terms and conditions.
"Service" shall mean any service available at the Site or relating to Product(s) (including without limitation warranty and telephone support services) that we agree to supply to You based on these terms and conditions and/or any additional terms and conditions.
"Site", "Site(s)", "Sites" shall mean any of our web sites at zii.com, ziilabs.com and/or our and our affiliated companies‘ other Zii web sites but not the other web sites of our affiliated companies or web sites of third parties.
"Software" shall mean any software product including, without limitation, operating systems, applications, bundled software as well as standalone software. Please note that software purchased at zii.com may be downloaded at zii.com and ziilabs.com.
"User" shall mean any individual or a group of users with a registered Zii Account, or one who has purchased Product(s) or Software from the Site or a visitor to the Site(s).
"Warranty Return Policy" shall mean the warranty return policy posted on zii.com.
"Zii Account" shall mean an account created at the Site(s) to: (i) purchase Product(s) and/or Software and/or (ii) access Service(s) at the Site(s).
"Zii-branded product" shall mean any product or accessory which carries the Zii trademark that is available at the Site(s).
"Zii-branded software" shall mean any software which carries the Zii trademark that is available at the Site(s).
"Zii™ Development Kit" shall mean the Zii-branded development kit comprising hardware (a baseboard and other hardware), reference designs and Software that may be purchased at zii.com. It is subject to a ZMS Development License Agreement with ZiiLABS Pte. Ltd.