YUNZI BEACON from Sensoro Co., Ltd. ("Sensoro") are sold in quantities of three (3). The 3- YUNZI Beacon Pack come bundled with the Sensoro Software Development Kit ("SDK"). The YUNZI Beacons, SDK and 3- YUNZI Beacon Pack are referred to individually and collectively as a "Product" or as "Products" and may include repair or other professional services referred to individually and collectively as a "Service" or as "Services".
Customer may place an order for a Sensoro YUNZI Beacon Pack ("Order") through Sensoro’s http://www.sensoro.com website ("Website"). Each Order is complete when Sensoro ships the Products. CUSTOMER AGREES THAT ANY TERMS AND CONDITIONS INCONSISTENT WITH OR IN ADDITION TO THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY PURCHASE ORDER TERMS AND CONDITIONS PURPORTED TO BE IMPOSED BY CUSTOMER, ARE REJECTED AND NULL AND OF NO EFFECT, EVEN IF SENSORO ACCEPTS, ACKNOWLEDGES OR SHIPS PRODUCTS IN RESPONSE TO A CUSTOMER PURCHASE ORDER.
Customer may pay for an Order either by ways of online payment (alipay, paypal or online bank etc.) or wire transfer (account number being provided by Sensoro). If Customer elects to pay by online payment, (i) Customer will submit online payment details at the time an Order is placed through the Website and (ii) Customer’s account will be charged for the YUNZI Beacon Pack. If Customer elects to pay by wire transfer, (i) Customer will provide invoice instructions to Sensoro at the time an Order is placed through the Website, (ii) Sensoro will invoice Customer for the YUNZI Beacon Pack upon receipt of the Order, and (iii) Customer will pay Sensoro by wire transfer within fifteen (15) days of receipt of the invoice for such Order unless other payment terms are agreed upon in writing by Sensoro and Customer prior to shipment.
Sensoro will ship an Order upon either (i) successful processing of an online payment for such Order or (ii) receipt of a wire transfer payment for such Order. Sensoro may, however, at its sole discretion, ship an Order prior to receipt of payment for an Order. Title to the YUNZI Beacons and risk of loss will pass to Customer upon delivery to the carrier at the point of origin. For shipments outside the Peoples’ Republic of China, Customer is responsible for clearing the goods for import and paying all formalities, duties, taxes, and other charges upon import. Scheduled shipment dates, if any, are estimates only and may vary depending on different countries. Sensoro is not liable for any loss or damage or penalty resulting from failure to import by Customer or any delay of shipment.
Please make sure that you have left us with the CORRECT contact number and email address when placing an order. If we or the express delivery company are unable to contact you by phone or email before the duration of time that the express company holds the product for expires, Sensoro has the right to decide how to deal with the shipment with the Express company. Any refund application will NOT be accepted under these circumstances.
Import taxes may be charged at your local customs authority. It is the BUYER's responsibility to pay the import taxes. Please note that refund application or return of goods will NOT be accepted if the reason given is the customer's refusal to pay import taxes.
If the Products shipped by Sensoro do not function to Customer’s satisfaction, Customer may contact Sensoro via e-mail at email@example.com within fifteen (15) days of delivery of an Order to arrange for either (i) replacement of the Product by Sensoro within a commercially reasonable time period or (ii) a refund of the YUNZI Beacon Pack purchase price, less shipping costs. If Customer requests a refund, Sensoro may send Customer a prepaid return shipping label in which case Customer agrees to return the Products in order to receive the refund. If Customer does not contact Sensoro within fifteen (15) days of delivery of an Order, the Products delivered shall be deemed accepted by Customer.
Subject to the terms and conditions of this Agreement, Sensoro grants to Customer a personal, limited, nonexclusive, nontransferable license to use the SDK and modify the sample code included with the SDK ("Sample Code") only for the purpose of development of Applications designed to function only with the YUNZI Beacons (the "Purpose").
Customer shall not, and shall not permit others to:
i. use the SDK for any purpose other than for the Purpose set forth in Sub-section 5(1) of this Agreement.
ii. reproduce, in whole or in part, the Software Development Kit; except as expressly provided in Sub-section 5(1) with respect to the Sample Code, modify, translate, reverse engineer, decompile, disassemble or otherwise attempt (y) to defeat, avoid, bypass, remove, deactivate or otherwise circumvent any software protection mechanisms in the Software Development Kit or the YUNZI Beacons or components thereof, including without limitation any such mechanism used to restrict or control the functionality of the SDK or the YUNZI Beacons, or (z) to derive the source code or the underlying ideas, algorithms, structure or organization from the SDK or the YUNZI Beacons or components thereof;
iii. except as expressly provided in Sub-section 5(1) with respect to the Sample Code, alter, adapt, modify or translate the SDK in any way for any purpose, including without limitation error correction; and
iv. distribute, rent, loan, lease, transfer, use in a service bureau or grant any rights in the SDK or modifications thereof in any form to any person except to the extent expressly permitted under this Agreement or with the prior written consent of Sensoro.
Customer is not entitled to Services unless Customer has ordered and paid for Services as provided in an Order.
All intellectual property rights in and to the Products, including all patent rights, copyrights, trademarks, trade secrets or other proprietary rights therein shall be and remain the sole property of Sensoro.
SENSORO DOES NOT MAKE, AND HEREBY EXPRESSLY DISCLAIMS, ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE PRODUCTS OR SERVICES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, ACCURACY, RELIABILITY, AND NON‐INFRINGEMENT.SENSORO DOES NOT WARRANT THAT THE OPERATION OF THE PRODUCTS WILL BE UNINTERRUPTED OR ERROR FREE OR THAT THE PRODUCTS WILL MEET CUSTOMER’S OR ANY THIRD PARTY’S EXPECTATIONS.
WHETHER UNDER ANY WARRANTY, CONTRACT, TORT, NEGLIGENCE, THE FOLLOWING WILL APPLY TO SENSORO AND ITS AFFILIATES AND ALL PRODUCTS, INCLUDING SOFTWARE, AND SERVICES OF SENSORO IN ALL CIRCUMSTANCES (EXCEPT WITH RESPECT TO BODILY INJURY OR DEATH OF A PERSON): (1) SENSORO WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUES, LOSS OF PROFITS OR INACCURACY OF DATA; AND (2) SENSORO’S CUMULATIVE LIABILITY FOR ANY AND ALL DAMAGES IS LIMITED TO AMOUNTS PAID TO SENSORO BY CUSTOMER FOR THE PARTICULAR PRODUCTS AND/OR SERVICES WITH RESPECT TO WHICH A CLAIM IS MADE. SENSORO HAS AGREED WITH CUSTOMER THAT THESE LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSION MAY NOT APPLY TO CUSTOMER.
The execution, performance, interpretation and disputes settlement of this Agreement will be governed by the PRC laws.
Any dispute arising from this Agreement should be settled by the both parties through friendly negotiation. In case no settlement can be reached through negotiations, the case should then be submitted for arbitration to the China International Economic and Trade Arbitration Commission in accordance with its rules and procedure. The arbitration shall take place in Beijing and the decision rendered by the said commission shall be final and binding upon both parties, neither party shall seek recourse to a court or other authorities for revising the decision. The arbitration fees shall be borne by the losing party.
Customer may not assign any rights or delegate any duties under this Agreement and any attempt to do so is void and without effect. This Agreement is the parties’ entire agreement relating to the subject matter hereof and supersedes all prior or contemporaneous oral or written communications, proposals, representations and warranties, and prevails over any conflicting or additional terms of any communication between the parties relating to its subject matter. No modification to this Agreement will be binding unless in writing and signed by an authorized representative of each party. Any express waiver or failure to exercise promptly any right under this Agreement will not create a continuing waiver or any expectation of non‐enforcement. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. To the extent that any and all provisions of this Agreement shall exclude or limit any statutory liability which, according to mandatory provisions of Applicable Law cannot be contractually excluded or limited by mutual agreement of the parties, then such provision shall be given only such effect, if any, as is permitted by the Applicable Law. Neither Customer nor Sensoro will be responsible for any failure or delay in its performance under this Agreement, excluding Customer’s payment obligations, due to causes beyond its reasonable control, including, but not limited to, labor disputes, strikes, lockouts, shortages of or inability to obtain energy, raw materials or supplies, war, terrorism, riot, or natural disasters.