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  • DIY
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Terms and Conditions for Sale and Use 
 
WARNING:
 
Please
 
read
 
these
 
Terms
 
and
 
Conditions
 
for
 
Sale 
and
 
Use
 
(“Terms”)
 
carefully.
 
Failure
 
to
 
follow
 
all
 
of
 
the
 
safety 
and
  
usage
  
instructions
  
in
  
these
  
Terms
  
may
  
result
  
in
  
electric 
shock,
 
fire
 
and/or
 
serious
 
injury.
 
SAVE
 
THESE
 
TERMS.
 
 
These
 
Terms
 
are
 
the
 
terms
 
and
 
conditions
 
upon
 
which
 
Vayyar 
Imaging
 
Ltd.
 
and
 
its
 
affiliates
 
(collectively,
 
the
 
“Seller”)
 
makes 
all
  
sales
  
of
  
the
  
Seller’s
  
3D
  
imaging
  
sensor
  
board
  
known
  
as 
Walabot
     
sensor
     
(“Hardware”),
     
its
     
related
     
software
 
(“Software”)
 
and
 
any
 
and
 
all
 
ancillary
 
products
 
(collectively, the
 
“Product”)
 
and
 
constitute
 
an
 
agreement
 
between
 
the
 
Seller and
   
the
   
entity
   
purchasing
   
the
   
Product
   
(the
   
“Buyer”). 
Acceptance
 
of
 
all
 
purchase
 
orders
 
is
 
expressly
 
made
 
conditional 
upon
 
these
 
Terms,
 
without
 
modification
 
or
 
addition.
 
The
 
Seller 
expressly
  
disclaims
  
any
  
other
  
terms
  
and
  
conditions
  
of
  
sale. 
Notwithstanding
 
anything
 
herein
 
to
 
the
 
contrary,
 
any
 
download, 
acceptance
 
or
 
use
 
by
 
the
 
buyer
 
of
 
any
 
Product
 
and/or
 
Software 
shall
 
constitute
 
an
 
irrevocable
 
acceptance
 
of
 
these
 
Terms.
 
The 
Seller
 
hereby
 
reserves
 
the
 
right
 
to
 
modify
 
these
 
Terms
 
at
 
any 
time.
 
If
 
the
 
Buyer
  
disagrees
 
to
  
be
 
bound
  
by
 
these
 
Terms
  
the 
Buyer
 
will
 
cease
 
any
 
use
 
of
 
the
 
Product.
 
 
1.
   
ORDERING
 
 
The
  
Buyer
  
shall
  
order
  
the
  
Product
  
by
  
issuing
  
an
  
irrevocable 
purchase
 
order
 
in
 
a
 
form
 
acceptable
 
to
 
the
 
Seller
 
which
 
may
 
be 
accepted
 
or
 
rejected
 
by
 
the
 
Seller,
 
subject
 
to
 
availability
 
or
 
other 
reasonable
 
reasons.
 
The
 
Seller
 
will
 
use
 
reasonable
 
commercial 
efforts
 
to
 
approve
 
or
 
reject
 
purchase
 
orders
 
within
 
10
 
business 
days
 
and
 
in
 
case
 
of
 
no
 
response
 
it
 
shall
 
be
 
deemed
 
as
 
rejection. 
The
  
Seller
  
shall
  
have
  
no
  
liability
  
to
  
the
  
Buyer
  
as
  
a
  
result
  
of refusal
 
of
 
any
 
such
 
orders
 
submitted.
 
No
 
order
 
shall
 
bind
 
the 
Seller
 
until
 
accepted
 
by
 
its
 
authorized
 
representative.
 
Following 
acceptance,
    
this
    
purchase
    
order
    
may
   
be
    
cancelled
    
or 
rescheduled
  
by
  
the
  
Seller
  
for
  
reasonable
  
reason
  
at
  
any
  
stage 
before
  
receiving
  
shipment
  
notification.
  
Each
  
purchase
  
order 
shall
  
include
  
a
  
description
  
of
  
the
  
ordered
  
Product,
  
quantity 
(which
 
shall
 
not
 
exceed
 
10
 
Product
 
units
 
per
 
buyer),
 
total
 
cost in
 
accordance
 
with
 
the
 
Seller’s
 
applicable
 
quotation,
 
shipping 
location
 
and
 
method
 
of
 
payment.
 
If
 
the
 
terms
 
and
 
conditions
 
of 
the
 
Buyer
 
purchase
 
order
 
conflict,
 
in
 
whole
 
or
 
in
 
part,
 
with
 
the 
provisions
 
of
 
these
 
Terms,
 
such
 
terms
 
and
 
conditions
 
set
 
forth in
  
the
  
Buyer
  
purchase
  
orders
  
shall
  
be
  
of
  
no
  
force
  
or
  
effect 
whatsoever.
 
In
 
the
 
event
 
that
 
the
 
Buyer
 
is
 
interested
 
in
 
ordering 
more
 
than
 
10
 
Product
 
units,
 
the
 
Buyer
 
may
 
contact
 
the
 
Seller
 
at 
support@walabot.com.
 
 
2.
   
PRICE AND PAYMENT
 
 
Prices
 
for
 
the
 
Product
 
are
 
set
 
forth
 
in
 
the
 
Seller’s
 
website,
 
at 
www.walabot.com.
 
All
 
prices
 
are
 
exclusive
 
of
 
insurance,
 
duties 
and
 
other
 
charges
 
related
 
thereto.
 
All
 
prices
 
are
 
also
 
exclusive of
 
shipping
 
costs
 
unless
 
otherwise
 
noted
 
on
 
the
 
Seller’s
 
website. 
Such
 
charges
 
when
 
applicable
 
will
 
appear
 
as
 
separate
 
additional 
items
 
on
 
the
 
quotation
 
and
 
invoice.
 
Unless
 
otherwise
 
specified 
by
  
the
  
Seller
  
in
  
writing,
  
payment
  
terms
  
are
  
in
  
United
  
States 
Dollars,
  
upon
  
the
  
purchase
  
of
  
the
  
Product.
  
The
  
Seller,
  
at
  
its discretion,
   
may
   
require
   
reasonable
   
advance
   
assurances
   
of  payment
 
through
 
irrevocable
 
bank
 
letters
 
of
 
credit
 
or
 
otherwise. Even
  
after
  
the
  
Seller’s
  
acceptance
  
of
  
an
  
order,
  
shipments
  
or deliveries
 
will,
 
at
 
all
 
times,
 
be
 
subject
 
to
 
the
 
Seller’s
 
approval and
 
the
 
Seller
 
may
 
at
 
any
 
time
 
decline
 
to
 
make
 
any
 
shipments or
 
deliveries
 
until
 
receipt
 
of
 
payment
 
or
 
upon
 
additional
 
terms and
  
conditions
  
or
  
security
  
are
  
satisfactory
  
to
  
the
  
Seller.
  
The buyer
 
shall
 
not
 
have
 
the
 
right
 
to
 
any
 
set-off
 
with
 
respect
 
to
 
any due
 
payment.
 
The
 
Seller
 
reserves
 
the
 
right
 
to
 
declare
 
all
 
sums immediately
 
due
 
and
 
payable
 
hereunder
 
for
 
any
 
breach
 
of
 
these
 
 
Terms
  
including,
  
without
  
limitation,
  
failure
  
to
  
comply
  
with 
credit
 
terms.
 
 
3.
   
TAXES
 
 
All
 
amounts
 
paid
 
hereunder
 
are
 
net
 
and
 
exclusive
 
of
 
any
 
taxes, 
including
 
value
 
added
 
tax,
 
sales
 
tax
 
or
 
withholding
 
tax,
 
all
 
of 
which
 
shall
 
be
 
the
 
responsibility
 
of
 
the
 
Buyer.
 
 
4.
   
TITLE AND DELIVERY
 
 
Title
 
and
 
the
 
risk
 
of
 
loss
 
or
 
damage
 
to
 
the
 
Product
 
shall
 
pass
 
to 
the
 
Buyer
 
upon
 
delivery
 
of
 
Product
 
to
 
a
 
common
 
carrier
 
at
 
the 
Seller’s
 
shipment
 
facility,
 
carrier
 
acting
 
as
 
the
 
Buyer
 
agent.
 
The 
Seller
 
may
 
choose
 
the
 
method
 
of
 
shipment
 
in
 
its
 
discretion.
 
If the
  
Buyer
  
delays
  
shipment,
  
any
  
Products
  
held
  
for
  
the
  
Buyer 
during
 
any
 
such
 
delay
 
shall
 
be
 
at
 
the
 
Buyer’s
 
risk
 
and
 
expense. 
The
 
Seller
 
shall
 
make
 
commercially
 
reasonable
 
efforts
 
to
 
meet 
the
  
date(s)
   
quoted
  
or
   
acknowledged;
  
however,
   
the
  
Buyer 
understands
 
that
 
delivery
 
is
 
dependent
 
on
 
third
 
parties
 
which are
 
outside
 
the
 
Seller’s
 
control
 
and
 
thus,
 
in
 
no
 
event
 
will
 
the Seller
 
be
 
liable
 
for
 
any
 
delays.
 
In
 
the
 
event
 
of
 
any
 
such
 
delay, the
 
date
 
of
 
delivery
 
shall
 
automatically
 
be
 
extended
 
for
 
a
 
period equal
 
to
 
the
 
time
 
lost
 
by
 
reason
 
of
 
the
 
delay.
 
In
 
the
 
event
 
that the
 
Seller
 
for
 
any
 
reason,
 
has
 
insufficient
 
supplies
 
of
 
Product
 
to meet
 
future
 
demand
 
or
 
accepted
 
offers,
 
the
 
Seller
 
shall
 
contact the
 
Buyer
 
within
 
a
 
reasonable
 
time
 
and
 
offer
 
the
 
Buyer
 
to
 
either: (i)
  
cancel
  
the
  
order
  
in
  
which
  
case
  
the
  
Seller
  
shall
  
refund
  
the Buyer
  
all
  
amounts
  
paid;
  
or
  
(ii)
  
wait
  
until
  
the
  
Seller
  
has
  
the Product
  
in
  
stock
  
in
  
which
  
case
  
the
  
Buyer
  
shall
  
deliver
  
the Product
  
to
  
the
  
Buyer
  
once
  
in
  
stock
  
(and
  
hold
  
the
  
Buyer’s payment).
 
 
5.
   
RESTRICTIONS
 
 
Except
  
as
  
explicitly
  
provided
  
in
  
these
  
Terms
  
or
  
expressly 
permitted
  
by
  
applicable
  
law,
  
the
  
Seller
  
does
  
not
  
permit
  
or 
authorize
 
distributors,
 
end
 
users
 
or
 
any
 
other
 
third
 
party
 
to:
 
(a) 
disassemble
  
or
  
reverse
  
engineer
  
the
  
Product,
  
including
  
the 
Software;
   
(b)
   
copy,
   
modify,
   
enhance
   
or
   
otherwise
   
create 
derivative
 
works
 
of
 
the
 
Product;
 
(c)
 
tamper
 
with
 
any
 
security 
features
 
of
 
the
 
Product;
 
or
 
(d)
 
remove
 
any
 
notices
 
(including 
copyright
  
or
  
patent
  
notices)
  
from
  
the
  
Product.
  
The
  
Buyer 
represents
  
and
  
warrants
  
that
  
no
  
Product
  
will
  
be
  
used,
  
made 
available
 
for
 
use,
 
or
 
diverted
 
to
 
use
 
in
 
any
 
activities
 
relating
 
to 
the
      
construction,
      
design,
      
development,
      
fabrication, 
maintenance,
   
operation,
   
stockpiling,
   
testing
  
or
   
use
  
of:
  
(i) 
nuclear
 
weapons
 
or
 
nuclear
 
explosive
 
devices,
 
or
 
facilities
 
or 
components
 
of
 
facilities
 
for
 
chemical
 
processing
 
of
 
irradiated 
special
  
nuclear
  
or
  
source
  
material,
  
heavy
  
water
  
production, 
separation
 
of
 
isotopes
 
of
 
source
 
and
 
special
 
nuclear
 
material,
 
or 
fabrication
  
of
  
nuclear
  
reactor
  
fuel
  
containing
  
plutonium,
  
or 
safeguarded
  
or
 
unsafeguarded
  
nuclear
  
facilities;
 
(ii)
  
maritime 
nuclear
 
propulsion
 
projects
 
including
 
any
 
machinery,
 
devices, 
components
 
or
 
equipment
  
specifically
 
developed
  
or
 
designed 
for
 
use
 
in
 
such
 
plants
 
or
 
facilities;
 
(iii)
 
chemical
 
or
 
biological 
----------------Page (0) Break----------------
 
 
weapons,
 
or
   
their
 
precursors,
 
or
 
any
 
other
  
weapons
 
of
  
mass 
destruction;
 
(iv)
 
rocket
 
systems
 
or
 
ballistic
 
missile
 
systems
 
or 
any
 
other
 
weapon
 
whatsoever;
 
or
 
(v)
 
any
 
other
 
activities
 
or
 
uses 
which
 
do
 
not
 
comply
 
with
 
applicable
 
laws.
 
The
 
Buyer
 
further 
represents
  
and
  
warrants
  
that
  
the
  
Product
  
will
  
be
  
used,
  
made 
available
  
for
  
use,
  
or
  
diverted
  
only
  
to
  
territories
  
which
  
are 
covered
 
by
 
the
 
regulatory
 
approval
 
of
 
the
 
country
 
of
 
shipment. 
The
  
Buyer
  
represents
  
and
  
warrants
  
that
  
the
  
Product
  
or
  
the 
underlying
   
intellectual
   
property
   
rights
   
will
   
not
   
be
   
made 
available:
  
(1)
  
to
  
persons
  
or
  
entities
  
that
  
commit,
  
threaten
  
to 
commit
 
or
 
support
 
terrorism;
 
or
 
(2)
 
to
 
the
 
following
 
countries: 
North
 
Korea,
 
Iran,
 
Syria,
 
Lebanon,
 
Cuba,
 
Iraq,
 
Libya
 
and
 
the 
Palestinian
 
Authority
 
without
 
the
 
prior
 
written
 
consent
 
of
 
the 
Seller.
 
 
6.
   
PRODUCT INSPECTION AND PRODUCT RETURN
 
 
The
 
Buyer
 
will
 
inspect
 
the
 
Product
 
at
 
its
 
destination
 
promptly 
upon
 
arrival.
 
The
 
Buyer
 
has
 
up
 
to
 
14
 
days
 
following
 
arrival
 
to 
inspect
 
the
 
Product,
 
subject
 
to
 
applicable
 
law.
 
If
 
a
 
Product
 
is 
believed
 
to
 
be
 
defective,
 
the
 
Buyer
 
will
 
return,
 
at
 
the
 
Buyer’s 
cost,
 
the
 
allegedly
 
defective
 
Product
 
to
 
the
 
Seller
 
accompanied 
by
  
a
  
full
  
description
  
of
  
such
  
alleged
  
defect.
  
If
  
the
  
Seller 
determines
 
that
 
any
 
returned
 
Product
 
is
 
not
 
defective,
 
the
 
Seller 
will
  
return
  
the
  
Product
  
to
  
the
  
Buyer
  
at
  
the
  
Buyer’s
  
expense, 
freight
 
collect,
 
along
 
with
 
a
 
written
 
statement
 
setting
 
forth
 
the 
Seller’s
 
conclusion
 
that
 
the
 
returned
 
Product
 
was
 
not
 
defective, 
and
  
the
  
Buyer
  
agrees
  
to
  
pay
  
the
  
Seller’s
  
reasonable
  
cost
  
of 
handling
 
and
 
testing.
 
Upon
 
determining
 
that
 
a
 
returned
 
Product 
is
   
defective,
   
and
   
subject
   
to
   
the
   
terms
   
and
   
conditions
   
of applicable
 
law,
 
the
 
Seller,
 
at
 
its
 
option
 
may:
 
(i)
 
repair
 
or
 
replace the
  
Product
  
and
  
ship
  
the
  
repaired
  
or
  
replaced
  
Product
  
to
   
the  Buyer,
 
reimburse
 
the
 
shipping
 
cost
 
of
 
returning
 
the
 
Product
 
at the
 
Seller’s
 
expense;
 
or
 
(ii)
 
refund
 
the
 
purchase
 
price
 
and
 
return  shipping
 
cost
 
(if
 
already
 
paid).
 
Any
 
replacement
 
Product
 
will be
  
warranted
  
under
  
these
  
Terms
  
for
  
the
  
remainder
  
of
  
the original
 
warranty
 
period.
 
 
7.
   
LIMITED
 
WARRANTY
 
 
The
  
Seller
  
warrants,
  
for
  
6
  
months
  
or
  
as
  
required
  
by
  
law
  
or 
regulation,
  
from
  
date
  
of
  
initial
  
shipment
  
to
  
the
  
Buyer
  
with 
respect
  
to
  
the
  
Hardware,
  
that
  
it
  
will
  
be
  
free
  
from
  
material 
defects
 
in
 
materials,
 
workmanship
 
and
 
design
 
(the
 
“Hardware 
Warranty”).
 
The
 
Seller
 
warrants,
 
for
 
1
 
month
 
or
 
as
 
required
 
by 
law
 
or
  
regulation,
  
from
 
date
  
of
  
initial
  
shipment
  
to
  
the
  
Buyer 
with
  
respect
  
to
  
the
  
Software,
  
that
  
it
  
will
  
comply
  
with
  
the 
Product’s
  
applicable
  
specifications
  
and
  
documentation
  
(the 
“Software
   
Warranty”
   
and
   
together
   
with
   
the
   
Hardware 
Warranty,
  
the
  
“Product
  
Warranty”).
  
The
  
Product
  
Warranty 
shall
  
not
  
apply
  
to,
  
normal
  
wear
  
and
  
aging
  
(i.e.
  
scratches
  
on 
plastic
  
etc.),
  
or
  
any
  
Software
  
or
  
Hardware
  
which
  
the
  
Seller 
determines
  
has,
  
by
  
the
  
Buyer
  
or
  
otherwise,
  
been
  
subject
  
to 
operating
 
or
 
environmental
 
conditions
 
not
 
in
 
accordance
 
with the
 
applicable
 
specifications,
 
or
 
have
 
otherwise
 
been
 
subject
 
of 
mishandling,
    
misuse,
    
neglect,
    
improper
    
testing,
    
repair, 
alteration
    
or
    
damage.
    
Furthermore,
    
the
    
Buyer
    
hereby 
acknowledges
  
that
  
the
  
Seller’s
  
website
  
may
  
display
  
various 
functionalities,
 
potential
 
applications
 
and
 
performance
 
options 
of
 
the
 
Product
 
(“Use
 
Concepts”).
 
These
 
represent
 
applications 
that
   
the
   
Seller
   
is
   
actively
   
working
   
to
   
develop,
   
however, 
currently
  
such
  
Use
  
Concepts
  
are
  
provided
  
for
  
demonstration 
purposes
 
and
 
are
 
intended
 
as
 
examples
 
of
 
concepts
 
rather
 
than 
specific
 
finished
 
applications.
  
The
 
Seller
 
does
 
not
 
warrant
 
that 
the
 
Product
 
will
 
actually
 
support
 
all
 
Use
 
Concepts
 
immediately 
upon
  
release.
   
The
  
Seller
  
will
  
aim
  
to
  
assist
  
developers,
  
with 
documentation
 
and
 
tools
 
but
 
is
 
not
 
required
 
to
 
provide
 
support to
 
any
 
Product
 
or
 
a
 
Buyer’s
 
product
 
which
 
contains
 
the
 
Product 
based
  
upon
  
such
  
Use
  
Concepts.
  
EXCEPT
  
AS
  
EXPRESSLY 
SET
 
FORTH
 
ABOVE,
 
THE
 
PRODUCT
 
IS
 
PROVIDED
 
“AS 
IS”,
     
AND
     
NO
     
OTHER
     
WARRANTIES,
     
EITHER 
EXPRESSED
 
OR
 
IMPLIED,
 
ARE
 
MADE
 
WITH
 
RESPECT 
TO
       
THE
       
PRODUCT,
       
INCLUDING,
       
WITHOUT 
LIMITATION,
     
THE
     
IMPLIED
     
WARRANTIES
     
OF 
MERCHANTABILITY
       
AND
       
FITNESS
       
FOR
       
A 
PARTICULAR
    
PURPOSE.
     
IN
     
THE
    
CASE
     
OF
     
A 
HARDWARE
 
WARRANTY
 
CLAIM,
 
THE
 
BUYER’S
 
SOLE 
AND
 
EXCLUSIVE
 
REMEDY
 
FOR
 
ANY
 
BREACH
 
OF
 
THE 
FOREGOING
 
LIMITED
 
HARDWARE
 
WARRANTY
 
WILL 
BE,
     
AT
     
THE
     
SELLER’S
     
OPTION,
     
SENDING
     
A 
REPLACEMENT
  
OF
  
THE
  
PRODUCT
  
OR
  
REFUNDING 
THE
  
AMOUNT
  
PAID.
  
IN
  
THE
  
CASE
  
OF
  
A
  
SOFTWARE 
WARRANTY
    
CLAIM,
    
THE
    
BUYER’S
    
SOLE
    
AND 
EXCLUSIVE
   
REMEDY
   
FOR
   
ANY
   
BREACH
   
OF
   
THE 
FOREGOING
  
LIMITED
  
SOFTWARE
  
WARRANTY
  
WILL 
BE,
  
AT
  
THE
  
SELLER’S
  
OPTION,
  
A
  
FIX,
  
PATCH
  
OR 
WORKAROUND
 
TO
 
THE
 
SOFTWARE,
 
WHICH
 
MAY
 
BE 
INCLUDED
 
IN
 
A
 
FUTURE
 
SOFTWARE
 
RELEASE,
 
AT
 
NO 
ADDITIONAL
 
CHARGE
 
OR
 
REFUNDING
 
THE
 
AMOUNT 
PAID.
  
THE
  
SELLER
  
DOES
  
NOT
  
WARRANT
  
THAT
  
THE 
OPERATION
      
OF
      
THE
      
PRODUCT
      
WILL
      
BE 
UNINTERRUPTED
 
OR
 
ERROR-FREE.
 
It
 
is
 
hereby
 
clarified 
that
 
the
 
Seller
 
does
 
not
 
provide
 
any
 
warranties
 
of
 
any
 
kind
 
to any
  
of
  
the
  
Buyer’s
  
customers
  
or
  
with
  
respect
  
to
  
the
  
Buyer’s 
products.
 
 
8.
   
INDEMNITY
 
 
If
 
any
 
Product
 
is
 
in
 
the
 
opinion
 
of
 
the
 
Seller
 
likely
 
to,
 
or
 
does, 
become
 
the
 
subject
 
of
 
a
 
claim
 
for
 
patent
 
infringement,
 
the
 
Seller 
may,
  
at
  
its
  
sole
  
option,
  
procure
  
for
  
the
  
Buyer
  
the
  
right
  
to 
continue
  
using
  
the
  
Product
  
or
  
modify
  
it
  
to
  
become
  
non- 
infringing.
  
If
  
the
  
Seller
  
is
  
not
  
reasonably
  
able
  
to
  
modify
  
or 
otherwise
 
secure
 
for
 
the
 
Buyer
 
the
 
right
 
to
 
continue
 
using
 
the 
Product,
  
the
  
Buyer
  
shall
  
return
  
the
  
Product
  
to
  
the
  
Seller
  
and cease
 
any
 
use
 
thereof
 
and
 
the
 
Seller
 
upon
 
the
 
acceptance
 
of
 
the Product
 
shall
 
refund
 
the
 
Buyer
 
the
 
amounts
 
actually
 
paid.
 
The Seller
 
shall
 
not
 
be
 
liable
 
to
 
the
 
Buyer
 
for
 
any
 
amounts,
 
damages, losses
 
or
 
expense,
 
including
 
refunds
 
of
 
the
 
Product
 
with
 
respect to
 
any
 
infringement
 
or
 
claim
 
based
 
upon:
 
(i)
 
the
 
combination
 
or incorporation
 
of
 
the
 
Product
 
with
 
other
 
products
 
not
 
supplied by
 
the
 
Seller,
 
to
 
the
 
extent
 
that
 
the
 
infringement
 
results
 
from  such
   
combination
   
or
   
incorporation
   
of
   
the
  
Product;
  
(ii)
  
the modification
 
by
 
the
 
Buyer
 
of
 
the
 
Product
  
not
 
contemplated
 
by these
  
Terms
  
or
  
authorized
  
by
  
the
  
Seller;
  
(iii)
  
the
  
Buyer’s negligence
 
or
 
willful
 
misconduct;
 
(iv)
 
any
 
use
 
by
 
the
 
Buyer
 
of a
 
Product
 
in
 
violation
 
of
 
these
 
Terms;
 
or
 
(v)
 
the
 
Buyer’s
 
use
 
of a
 
Product
 
in
 
connection
 
with
 
any
 
product
 
where
 
there
 
may
 
be reasonable
 
risk
 
to
 
human
 
life
 
or
 
bodily
 
injury.
 
In
 
all
 
the
 
cases (i)
 
through
 
(v)
 
above,
 
and
 
for
 
claims
 
by
 
third
 
parties
 
against
 
the Seller
 
related
 
to
 
use
 
of
 
the
 
Product,
 
or
 
the
 
violation
 
of
 
law
 
or regulation
  
in
  
the
  
marketing,
  
sale
  
or
  
promotion
  
of
  
any
   
the  Buyer’s
 
products,
 
the
 
Buyer
 
shall
 
hold
 
the
 
Seller
 
----------------Page (1) Break----------------
 
 
harmless
 
and indemnify
  
the
  
Seller
  
from
  
any
  
damage,
  
loss,
  
liability
  
and/or expenses
 
(including
  
reasonable
 
attorneys’
 
fees)
  
upon
  
Seller’s first
 
request.
 
 
9.
   
LIMITATION OF REMEDIES AND DAMAGES
 
 
THE
  
BUYER’S
  
SOLE
  
REMEDY
  
AND
  
THE
  
SELLER’S 
ENTIRE
 
LIABILITY
 
ARE
 
AS
 
SET
 
FORTH
 
ABOVE.
 
IN
 
NO 
EVENT
    
SHALL
    
THE
    
SELLER
    
OR
    
ANY
    
OF
    
ITS 
SUPPLIERS,
     
LICENSORS,
     
DIRECTORS,
     
OFFICERS, 
EMPLOYEES
   
OR
   
AFFILIATES
   
BE
   
LIABLE
   
TO
   
THE 
BUYER
   
FOR
   
ANY
   
CONSEQUENTIAL,
   
INCIDENTAL, 
INDIRECT,
      
SPECIAL
      
OR
      
SIMILAR
      
DAMAGES 
WHATSOEVER
  
(INCLUDING,
  
WITHOUT
  
LIMITATION, 
DAMAGES
     
FOR
     
LOSS
     
OF
     
BUSINESS
    
PROFITS, 
BUSINESS
 
INTERRUPTION
 
AND
 
THE
 
LIKE),
 
WHETHER 
FORESEEABLE
  
OR
  
UNFORESEEABLE,
  
ARISING
  
OUT 
OF
 
THE
 
USE
 
OR
 
INABILITY
 
TO
 
USE
 
THE
 
PRODUCT
 
OR 
ACCOMPANYING
             
WRITTEN
             
MATERIALS, 
REGARDLESS
  
OF
  
THE
  
BASIS
  
OF
  
THE
  
CLAIM
  
AND 
EVEN
 
IF
 
THE
 
SELLER
 
OR
  
ITS
 
REPRESENTATIVE
 
HAS 
BEEN
   
ADVISED
   
OF
   
THE
   
POSSIBILITY
   
OF
   
SUCH 
DAMAGE.
 
TO
 
THE
 
EXTENT
 
PERMITTED
 
BY
 
LAW,
 
THE 
SELLER’S
  
LIABILITY
  
TO
  
THE
  
BUYER
  
FOR
  
DIRECT 
DAMAGES
      
FOR
      
ANY
      
CAUSE
      
WHATSOEVER, 
INCLUDING
 
AS
 
RESULT
 
OF
 
BUYER’S
 
USE
 
OF
 
IN-WALL 
IMAGING
  
APPLICATIONS
  
(AS
  
DEFINED
  
BELOW)
  
OR 
OTHER
  
APPLICATIONS,
  
AND
  
REGARDLESS
  
OF
  
THE 
BASIS
   
OF
   
THE
   
FORM
   
OF
   
THE
   
ACTION,
   
WILL
   
BE 
LIMITED
 
TO
 
THE
 
AMOUNT
 
PAID
 
TO
 
THE
 
SELLER
 
FOR 
THE
   
APPLICABLE
   
PURCHASE
   
ORDER
   
THAT
   
GAVE 
RISE
  
TO
  
THE
  
CLAIM
  
OR
  
ACTION,
  
AND
  
IF
  
NO
  
SUCH 
SINGLE
 
PURCHASE
 
ORDER
 
IS
 
SO
 
APPLICABLE,
 
THEN 
THE
  
SELLER’S
  
LIABILITY
  
SHALL
  
NOT
  
EXCEED
  
THE 
AMOUNT
   
PAID
   
BY
   
THE
   
BUYER
   
TO
   
THE
   
SELLER 
HEREUNDER
     
FOR
     
THE
     
APPLICABLE
     
PRODUCT 
(EXCLUDING
  
ANY
  
TRANSPORTATION,
  
INSURANCE, 
TAXES,
    
DUTIES
    
AND
    
OTHER
    
CHARGES).
    
Some 
jurisdictions
 
do
 
not
 
allow
 
the
 
exclusion
 
of
 
certain
 
warranties
 
or 
the
 exclusion  
or
  
limitation
  
of
  
liability
  
for
  
consequential
  
or 
incidental
  
damages,
  
so
  
the
  
warranties
  
and
  
limitations
  
above 
may
 
not
 
apply
 
to
 
the
 
Buyer.
 
 
10.
 
INTELLECTUAL PROPERTY AND LICENSE
 
 
As
 between  
the
  
parties,
  
all
  
right,
  
title
  
and
  
interest
  
to
  
any 
intellectual
 
property
 
rights
 
embodied
 
in
 
the
 
Product
 
(including 
the
   
Software)
   
and
   
all
   
inventions,
   
works
   
of
   
authorship, 
derivative
 
works,
 
developments
 
or
 
improvements
 
thereof
 
(all
 
of 
the
  
foregoing,
  
the
  
“Seller
  
IP”)
  
shall
  
remain
  
with
  
the
  
Seller. 
Subject
 
to
 
the
 
terms
 
and
 
conditions
 
of
 
these
 
Terms,
 
the
 
Seller 
grants
  
the
  
Buyer
  
a
  
limited,
  
non
-e
xclusive,
  
non
-t
ransferable 
license,
 
without
 
the
 
right
 
to
 
sublicense,
 
to:
 
(a)
 
integrate,
 
without 
modification,
 
the
 
Product
 
and
 
related
 
documentation
 
within
 
the 
Buyer’s
 
product/s;
 
(b)
 
except
 
as
 
permitted
 
under
 
the
 
Software’s 
End
   
User
   
License,
   
to
   
distribute
   
the
   
Product
   
and
   
related 
documentation
 
only
 
as
 
part
 
of
 
the
 
Buyer’s
 
products
 
and
 
related 
documentation
  
and
  
not
  
as
  
a
  
stand-alone
  
product;
  
and
  
(c) 
internally
 
use
 
the
 
Product
 
and
 
related
 
documentation
 
solely
 
for 
its
 
personal
 
non-commercial
 
use
 
and
 
in
 
compliance
 
with
 
these 
Terms.
   
For
   
the
 avoidance   
of
  
doubt,
   
the
  
Buyer
   
shall
   
not 
distribute
 
or
 
re-sell
 
the
 
Product
 
‘as
 
is’.
 
 
Furthermore,
 
the
 
Buyer
 
may
 
provide
 
suggestions,
 
comments
 
or 
other
   
feedback
   
to
   
the
   
Seller
   
regarding
   
the
   
Product,
   
its 
technology
  
and
  
business,
  
including
  
but
  
not
  
limited
  
to,
  
new 
features,
 
functionality,
 
techniques
 
or
 
business
 
methods
 
whether 
by
  
mail,
  
through
  
any
 
blog
  
or
  
survey
 
system
  
managed
  
by
 
the 
Seller
 
or
 
in
 
any
 
other
 
manner
 
(“Feedback”).
 
The
 
Seller
 
highly 
values
 
and
 
appreciates
 
Feedback
 
and
 
will
 
use
 
it,
 
among
 
other 
things,
 
to
 
improve
 
the
 
Product
 
and
 
foster
 
collaborative
 
group 
projects
 
within
 
the
 
community.
   
As
 
a
 
result
 
all
 
comments
 
and 
suggestions
   
are
      
granted
   
to
   
the
   
Seller
   
and
   
any
   
of
   
its 
representatives
 
a
 
perpetual,
 
worldwide,
 
no-charge,
 
royalty-free, 
irrevocable,
   
non-exclusive
   
license
   
to
   
reproduce,
   
prepare 
derivative
   
works
   
of,
   
publicly
   
display,
   
publicly
   
perform, 
sublicense,
  
and
  
distribute
  
the
  
Buyer’s
  
Feedback
  
and
  
such 
derivative
 
works.
  
The
 
Buyer
 
further
 
hereby
 
grants
 
to
 
the
 
Seller 
and
  
to
 
representatives
 
a
 
perpetual,
  
worldwide,
 
non-exclusive, 
no-charge,
  
royalty-free,
  
irrevocable
  
patent
  
license
  
to
  
make, 
have
 
made,
 
use,
 
offer
 
to
 
sell,
 
sell,
 
import,
 
and
 
otherwise
 
transfer 
the
 
Buyer’s
 
Feedback,
 
where
 
such
 
license
 
applies
 
to
 
the
 
Buyer’s 
patent
  
claims
  
(including
  
any
  
patent
  
claims
  
of
  
the
  
Buyer’s 
affiliates)
 
that
 
are
 
related
 
to
 
the
 
Buyer’s
 
Feedback
 
or
 
that
 
are 
necessarily
   
infringed
   
by
   
the
   
Buyer’s
   
Feedback.
   
Without 
derogating
 
from
 
the
 
above,
 
the
 
Buyer
 
hereby
 
waives
 
any
 
right to
  
the
  
Feedback,
  
including
  
but
  
not
  
limited
  
to,
  
any
  
right
  
for 
royalties
 
or
 
any
 
other
 
consideration.
 
The
 
Buyer
 
represents
 
that 
the
 
Buyer
 
is
 
legally
 
entitled
 
to
 
grant
 
the
 
above
 
licenses.
 
If
 
the 
Buyer’s
 
employer(s)
 
has
 
rights
 
to
 
intellectual
 
property
 
that
 
the 
Buyer
  
creates
  
that
  
includes
  
the
  
Buyer’s
  
Feedback,
  
the
  
Buyer 
represents
  
that
  
the
  
Buyer
  
has
  
received
  
permission
  
to
  
provide 
Feedback
 
on
 
behalf
 
of
 
that
 
employer,
 
that
 
the
 
Buyer’s
 
employer 
has
 
waived
 
such
 
rights
 
for
 
the
 
Buyer’s
 
Feedback
 
to
 
the
 
Seller, or
 
that
 
the
 
Buyer’s
 
employer
 
has
 
executed
 
these
 
Terms.
 
 
11.
 
HIGH RISK ACTIVITIES AND IN-WALL IMAGING 
APPLICATIONS
 
 
The
 
Buyer
  
hereby
 
acknowledges
 
that
 
the
 
Product
 
is
 
not
 
fault 
tolerant
 
and
 
is
 
not
 
designed,
 
manufactured,
 
or
 
intended
 
for
 
use 
or
 
resale
 
as
 
on-line
 
control
 
equipment
 
in
 
hazardous
 
or
 
high
 
risk 
environments
  
and
  
activities
  
requiring
  
fail-safe
  
performance 
(such
    
as
    
in
    
the
    
operation
    
of
    
aircraft
    
navigation
    
or 
communication
 
systems,
 
air
 
traffic
 
control,
 
direct
 
life
 
support 
machines,
  
or
  
weapons
  
systems)
  
in
  
which
  
the
  
failure
  
of
  
the 
Product
 
could
 
lead
 
directly
 
to
 
death,
 
personal
 
injury,
 
or
 
severe 
physical
 
or
 
environmental
 
damage,
 
and
 
the
 
Buyer
 
hereby
 
agrees 
not
 
to
 
use
 
or
 
allow
 
the
 
use
 
of
 
the
 
Product
 
or
 
any
 
portion
 
thereof 
for,
 
or
 
in
 
connection
 
with,
 
any
 
such
 
environment
 
or
 
activity.
 
 
As
 a condition  
for
  
making
  
use
  
of
  
the
  
Product
  
for
  
in-wall 
imaging
 
applications
 
(“In-Wall
 
Imaging
 
Applications”),
  
the 
Buyer
 
hereby
 
acknowledges
 
and
 
confirms
 
that
 
it
 
may
 
not
 
detect 
live
 
wires,
 
pipes
 
or
 
similar
 
objects
 
and
 
substances,
 
such
 
as,
 
but 
not
 
limited
 
to,
 
wires
 
in
 
a
 
metal
 
conduit
 
or
 
behind
 
metalized
 
or 
conductive
 
surfaces
 
and/or
 
pipes.
 
The
 
Buyer
 
acknowledges
 
that 
the
 
Product
 
should
 
not
 
be
 
relied
 
on
 
exclusively
 
to
 
locate
 
items 
below
 
a
 
scanned
 
surface
 
and
 
other
 
information
 
sources
 
should be
 
used  
to
  
help
  
locate
  
items
  
before
  
penetrating
  
a
  
scanned 
surface,
   
including,
   
without
   
limitation,
   
construction
   
plans, 
visible
 
points
 
of
 
entry
 
of
 
pipes
 
and
 
wiring
 
into
 
walls.
 
Prior
 
to 
penetrating
 
a
 
surface
 
(such
 
as
 
with
 
a
 
drill,
 
router,
 
saw
 
or
 
nail), 
the
 
Buyer
 
shall
 
exercise
 
extreme
 
caution
 
and
 
safety,
 
including, 
but
 not  
limited
  
to,
  
shutting
  
off
  
the
  
electrical
  
power,
  
gas
  
and 
----------------Page (2) Break----------------
 
 
water
 
supplies.
 
The
 
Buyer
 
acknowledges
 
that
 
cutting
 
or
 
drilling 
into
 
these
 
items
 
when
 
operational
 
can
 
result
 
in
 
personal
 
injury or
 
physical
 
damage.
 
Buyer
 
shall
 
ensure
 
that
 
any
 
third
 
party
 
that 
operates
 
the
 
Product
 
is
 
aware
 
of
 
these
 
Terms,
 
including,
 
without 
limitation,
 
this
 
Section.
 
 
12. EXPORT & IMPORT COMPLIANCE 
 
The Buyer shall not transfer, export or re-export any Product or 
part thereof (collectively “goods”), or any related technology 
except in full compliance with export controls administered by 
the
 
U.S.,
 
EU,
 
and
 
Israel, and
 
any
 
other
 
applicable
 
import
 
and
 
use
 
restrictions.
 
The
 
Buyer shall
  
be
  
solely
 
responsible
  
for
  
ensuring
   
compliance
   
with
   
and
   
obtaining
 
all
 
required
 
approvals
 
to
 
facilitate
 
the
 
export
 
of
 
any Products,
 
including
 
outside
 
of
 
the
 
U.S.
 
and
 
Israel.
 
 
The goods will be imported on behalf of the Buyer. The Buyer 
authorizes the Seller to import the goods on its behalf. Further, 
the Buyer agrees that the Seller may delegate the obligation to 
import the goods on its behalf to a subcontractor (e.g., customs 
broker). The Buyer will pay the taxes and duties in addition with 
the purchase price of the goods.
 
 
13. CONSUMER LAWS 
 
Despite  any  other  section  of  these  Terms,  if  any  legislation 
affects  your rights  under  these Terms (a  “Consumer  Law”), 
then to the extent that any term or  section contained in these 
Terms: (i) becomes void or unenforceable for any reason; or (ii) 
would be unfair under the applicable Consumer Law if applied 
or relied upon in a particular way; that term or section shall be 
severed  such  that  all  remaining  terms  and  sections  of  these 
Terms  shall  continue  to  be  in  full  force  and  effect  and  be 
unaffected by the severance of any other term or provision. No 
section  of  these  Terms  excludes  or  modifies  any  right  or 
remedy, or any guarantee, warranty or other term or condition 
implied  or  imposed  by  any  Consumer  Law  which  cannot 
lawfully be excluded, limited or modified.
 
 
14. GENERAL 
 
These Terms shall constitute the final, complete and exclusive 
agreement of the parties with respect to all sales of Product by 
the  Seller  to  the  Buyer  and  shall  supersede  all  prior  offers, 
negotiations, understandings and agreements. No additional or 
different terms or conditions, whether material or immaterial, 
shall become a part of any agreement, including these Terms, 
unless expressly accepted in writing by an authorized officer of 
the Seller. These Terms are not assignable by the Buyer. These 
Terms are binding on the parties and their respective successors 
and permitted assigns. Any waiver by the Seller of one or more 
of these terms and conditions or any defaults hereunder shall not 
constitute a waiver of the remaining terms and conditions or of 
any future defaults hereunder. No failure or delay on the part of 
the Seller in exercising or enforcing any right hereunder shall 
operate as a waiver thereof or preclude any other exercise or 
enforcement of rights hereunder. Any provision of these Terms 
that is prohibited or unenforceable under applicable law shall be    
ineffective    to    the    extent    of    such    prohibition    or 
unenforceability,    without    impairing    or    invalidating    the 
remaining  provisions  of  these  terms  and  conditions.  These 
Terms and all performance and disputes arising out of or related 
to goods in question, shall be governed by the laws of the State 
of Israel, without reference to conflict of laws principles. The 
parties hereby irrevocably agree to submit any claim arising out 
of  or  related  to  these  terms  and  conditions  to  the  competent 
courts of Tel-Aviv. 
 
Last updated: May 31, 2020
 
 
 
 
 
----------------Page (3) Break----------------
 
 
Terms and Conditions for Sale and Use 
 
WARNING:
 
Please
 
read
 
these
 
Terms
 
and
 
Conditions
 
for
 
Sale 
and
 
Use
 
(“Terms”)
 
carefully.
 
Failure
 
to
 
follow
 
all
 
of
 
the
 
safety 
and
  
usage
  
instructions
  
in
  
these
  
Terms
  
may
  
result
  
in
  
electric 
shock,
 
fire
 
and/or
 
serious
 
injury.
 
SAVE
 
THESE
 
TERMS.
 
 
These
 
Terms
 
are
 
the
 
terms
 
and
 
conditions
 
upon
 
which
 
Vayyar 
Imaging
 
Ltd.
 
and
 
its
 
affiliates
 
(collectively,
 
the
 
“Seller”)
 
makes 
all
  
sales
  
of
  
the
  
Seller’s
  
3D
  
imaging
  
sensor
  
board
  
known
  
as 
Walabot
     
sensor
     
(“Hardware”),
     
its
     
related
     
software
 
(“Software”)
 
and
 
any
 
and
 
all
 
ancillary
 
products
 
(collectively, the
 
“Product”)
 
and
 
constitute
 
an
 
agreement
 
between
 
the
 
Seller and
   
the
   
entity
   
purchasing
   
the
   
Product
   
(the
   
“Buyer”). 
Acceptance
 
of
 
all
 
purchase
 
orders
 
is
 
expressly
 
made
 
conditional 
upon
 
these
 
Terms,
 
without
 
modification
 
or
 
addition.
 
The
 
Seller 
expressly
  
disclaims
  
any
  
other
  
terms
  
and
  
conditions
  
of
  
sale. 
Notwithstanding
 
anything
 
herein
 
to
 
the
 
contrary,
 
any
 
download, 
acceptance
 
or
 
use
 
by
 
the
 
buyer
 
of
 
any
 
Product
 
and/or
 
Software 
shall
 
constitute
 
an
 
irrevocable
 
acceptance
 
of
 
these
 
Terms.
 
The 
Seller
 
hereby
 
reserves
 
the
 
right
 
to
 
modify
 
these
 
Terms
 
at
 
any 
time.
 
If
 
the
 
Buyer
  
disagrees
 
to
  
be
 
bound
  
by
 
these
 
Terms
  
the 
Buyer
 
will
 
cease
 
any
 
use
 
of
 
the
 
Product.
 
 
1.
   
ORDERING
 
 
The
  
Buyer
  
shall
  
order
  
the
  
Product
  
by
  
issuing
  
an
  
irrevocable 
purchase
 
order
 
in
 
a
 
form
 
acceptable
 
to
 
the
 
Seller
 
which
 
may
 
be 
accepted
 
or
 
rejected
 
by
 
the
 
Seller,
 
subject
 
to
 
availability
 
or
 
other 
reasonable
 
reasons.
 
The
 
Seller
 
will
 
use
 
reasonable
 
commercial 
efforts
 
to
 
approve
 
or
 
reject
 
purchase
 
orders
 
within
 
10
 
business 
days
 
and
 
in
 
case
 
of
 
no
 
response
 
it
 
shall
 
be
 
deemed
 
as
 
rejection. 
The
  
Seller
  
shall
  
have
  
no
  
liability
  
to
  
the
  
Buyer
  
as
  
a
  
result
  
of refusal
 
of
 
any
 
such
 
orders
 
submitted.
 
No
 
order
 
shall
 
bind
 
the 
Seller
 
until
 
accepted
 
by
 
its
 
authorized
 
representative.
 
Following 
acceptance,
    
this
    
purchase
    
order
    
may
   
be
    
cancelled
    
or 
rescheduled
  
by
  
the
  
Seller
  
for
  
reasonable
  
reason
  
at
  
any
  
stage 
before
  
receiving
  
shipment
  
notification.
  
Each
  
purchase
  
order 
shall
  
include
  
a
  
description
  
of
  
the
  
ordered
  
Product,
  
quantity 
(which
 
shall
 
not
 
exceed
 
10
 
Product
 
units
 
per
 
buyer),
 
total
 
cost in
 
accordance
 
with
 
the
 
Seller’s
 
applicable
 
quotation,
 
shipping 
location
 
and
 
method
 
of
 
payment.
 
If
 
the
 
terms
 
and
 
conditions
 
of 
the
 
Buyer
 
purchase
 
order
 
conflict,
 
in
 
whole
 
or
 
in
 
part,
 
with
 
the 
provisions
 
of
 
these
 
Terms,
 
such
 
terms
 
and
 
conditions
 
set
 
forth in
  
the
  
Buyer
  
purchase
  
orders
  
shall
  
be
  
of
  
no
  
force
  
or
  
effect 
whatsoever.
 
In
 
the
 
event
 
that
 
the
 
Buyer
 
is
 
interested
 
in
 
ordering 
more
 
than
 
10
 
Product
 
units,
 
the
 
Buyer
 
may
 
contact
 
the
 
Seller
 
at 
support@walabot.com.
 
 
2.
   
PRICE AND PAYMENT
 
 
Prices
 
for
 
the
 
Product
 
are
 
set
 
forth
 
in
 
the
 
Seller’s
 
website,
 
at 
www.walabot.com.
 
All
 
prices
 
are
 
exclusive
 
of
 
insurance,
 
duties 
and
 
other
 
charges
 
related
 
thereto.
 
All
 
prices
 
are
 
also
 
exclusive of
 
shipping
 
costs
 
unless
 
otherwise
 
noted
 
on
 
the
 
Seller’s
 
website. 
Such
 
charges
 
when
 
applicable
 
will
 
appear
 
as
 
separate
 
additional 
items
 
on
 
the
 
quotation
 
and
 
invoice.
 
Unless
 
otherwise
 
specified 
by
  
the
  
Seller
  
in
  
writing,
  
payment
  
terms
  
are
  
in
  
United
  
States 
Dollars,
  
upon
  
the
  
purchase
  
of
  
the
  
Product.
  
The
  
Seller,
  
at
  
its discretion,
   
may
   
require
   
reasonable
   
advance
   
assurances
   
of  payment
 
through
 
irrevocable
 
bank
 
letters
 
of
 
credit
 
or
 
otherwise. Even
  
after
  
the
  
Seller’s
  
acceptance
  
of
  
an
  
order,
  
shipments
  
or deliveries
 
will,
 
at
 
all
 
times,
 
be
 
subject
 
to
 
the
 
Seller’s
 
approval and
 
the
 
Seller
 
may
 
at
 
any
 
time
 
decline
 
to
 
make
 
any
 
shipments or
 
deliveries
 
until
 
receipt
 
of
 
payment
 
or
 
upon
 
additional
 
terms and
  
conditions
  
or
  
security
  
are
  
satisfactory
  
to
  
the
  
Seller.
  
The buyer
 
shall
 
not
 
have
 
the
 
right
 
to
 
any
 
set-off
 
with
 
respect
 
to
 
any due
 
payment.
 
The
 
Seller
 
reserves
 
the
 
right
 
to
 
declare
 
all
 
sums immediately
 
due
 
and
 
payable
 
hereunder
 
for
 
any
 
breach
 
of
 
these
 
 
Terms
  
including,
  
without
  
limitation,
  
failure
  
to
  
comply
  
with 
credit
 
terms.
 
 
3.
   
TAXES
 
 
All
 
amounts
 
paid
 
hereunder
 
are
 
net
 
and
 
exclusive
 
of
 
any
 
taxes, 
including
 
value
 
added
 
tax,
 
sales
 
tax
 
or
 
withholding
 
tax,
 
all
 
of 
which
 
shall
 
be
 
the
 
responsibility
 
of
 
the
 
Buyer.
 
 
4.
   
TITLE AND DELIVERY
 
 
Title
 
and
 
the
 
risk
 
of
 
loss
 
or
 
damage
 
to
 
the
 
Product
 
shall
 
pass
 
to 
the
 
Buyer
 
upon
 
delivery
 
of
 
Product
 
to
 
a
 
common
 
carrier
 
at
 
the 
Seller’s
 
shipment
 
facility,
 
carrier
 
acting
 
as
 
the
 
Buyer
 
agent.
 
The 
Seller
 
may
 
choose
 
the
 
method
 
of
 
shipment
 
in
 
its
 
discretion.
 
If the
  
Buyer
  
delays
  
shipment,
  
any
  
Products
  
held
  
for
  
the
  
Buyer 
during
 
any
 
such
 
delay
 
shall
 
be
 
at
 
the
 
Buyer’s
 
risk
 
and
 
expense. 
The
 
Seller
 
shall
 
make
 
commercially
 
reasonable
 
efforts
 
to
 
meet 
the
  
date(s)
   
quoted
  
or
   
acknowledged;
  
however,
   
the
  
Buyer 
understands
 
that
 
delivery
 
is
 
dependent
 
on
 
third
 
parties
 
which are
 
outside
 
the
 
Seller’s
 
control
 
and
 
thus,
 
in
 
no
 
event
 
will
 
the Seller
 
be
 
liable
 
for
 
any
 
delays.
 
In
 
the
 
event
 
of
 
any
 
such
 
delay, the
 
date
 
of
 
delivery
 
shall
 
automatically
 
be
 
extended
 
for
 
a
 
period equal
 
to
 
the
 
time
 
lost
 
by
 
reason
 
of
 
the
 
delay.
 
In
 
the
 
event
 
that the
 
Seller
 
for
 
any
 
reason,
 
has
 
insufficient
 
supplies
 
of
 
Product
 
to meet
 
future
 
demand
 
or
 
accepted
 
offers,
 
the
 
Seller
 
shall
 
contact the
 
Buyer
 
within
 
a
 
reasonable
 
time
 
and
 
offer
 
the
 
Buyer
 
to
 
either: (i)
  
cancel
  
the
  
order
  
in
  
which
  
case
  
the
  
Seller
  
shall
  
refund
  
the Buyer
  
all
  
amounts
  
paid;
  
or
  
(ii)
  
wait
  
until
  
the
  
Seller
  
has
  
the Product
  
in
  
stock
  
in
  
which
  
case
  
the
  
Buyer
  
shall
  
deliver
  
the Product
  
to
  
the
  
Buyer
  
once
  
in
  
stock
  
(and
  
hold
  
the
  
Buyer’s payment).
 
 
5.
   
RESTRICTIONS
 
 
Except
  
as
  
explicitly
  
provided
  
in
  
these
  
Terms
  
or
  
expressly 
permitted
  
by
  
applicable
  
law,
  
the
  
Seller
  
does
  
not
  
permit
  
or 
authorize
 
distributors,
 
end
 
users
 
or
 
any
 
other
 
third
 
party
 
to:
 
(a) 
disassemble
  
or
  
reverse
  
engineer
  
the
  
Product,
  
including
  
the 
Software;
   
(b)
   
copy,
   
modify,
   
enhance
   
or
   
otherwise
   
create 
derivative
 
works
 
of
 
the
 
Product;
 
(c)
 
tamper
 
with
 
any
 
security 
features
 
of
 
the
 
Product;
 
or
 
(d)
 
remove
 
any
 
notices
 
(including 
copyright
  
or
  
patent
  
notices)
  
from
  
the
  
Product.
  
The
  
Buyer 
represents
  
and
  
warrants
  
that
  
no
  
Product
  
will
  
be
  
used,
  
made 
available
 
for
 
use,
 
or
 
diverted
 
to
 
use
 
in
 
any
 
activities
 
relating
 
to 
the
      
construction,
      
design,
      
development,
      
fabrication, 
maintenance,
   
operation,
   
stockpiling,
   
testing
  
or
   
use
  
of:
  
(i) 
nuclear
 
weapons
 
or
 
nuclear
 
explosive
 
devices,
 
or
 
facilities
 
or 
components
 
of
 
facilities
 
for
 
chemical
 
processing
 
of
 
irradiated 
special
  
nuclear
  
or
  
source
  
material,
  
heavy
  
water
  
production, 
separation
 
of
 
isotopes
 
of
 
source
 
and
 
special
 
nuclear
 
material,
 
or 
fabrication
  
of
  
nuclear
  
reactor
  
fuel
  
containing
  
plutonium,
  
or 
safeguarded
  
or
 
unsafeguarded
  
nuclear
  
facilities;
 
(ii)
  
maritime 
nuclear
 
propulsion
 
projects
 
including
 
any
 
machinery,
 
devices, 
components
 
or
 
equipment
  
specifically
 
developed
  
or
 
designed 
for
 
use
 
in
 
such
 
plants
 
or
 
facilities;
 
(iii)
 
chemical
 
or
 
biological 
----------------Page (0) Break----------------
 
 
weapons,
 
or
   
their
 
precursors,
 
or
 
any
 
other
  
weapons
 
of
  
mass 
destruction;
 
(iv)
 
rocket
 
systems
 
or
 
ballistic
 
missile
 
systems
 
or 
any
 
other
 
weapon
 
whatsoever;
 
or
 
(v)
 
any
 
other
 
activities
 
or
 
uses 
which
 
do
 
not
 
comply
 
with
 
applicable
 
laws.
 
The
 
Buyer
 
further 
represents
  
and
  
warrants
  
that
  
the
  
Product
  
will
  
be
  
used,
  
made 
available
  
for
  
use,
  
or
  
diverted
  
only
  
to
  
territories
  
which
  
are 
covered
 
by
 
the
 
regulatory
 
approval
 
of
 
the
 
country
 
of
 
shipment. 
The
  
Buyer
  
represents
  
and
  
warrants
  
that
  
the
  
Product
  
or
  
the 
underlying
   
intellectual
   
property
   
rights
   
will
   
not
   
be
   
made 
available:
  
(1)
  
to
  
persons
  
or
  
entities
  
that
  
commit,
  
threaten
  
to 
commit
 
or
 
support
 
terrorism;
 
or
 
(2)
 
to
 
the
 
following
 
countries: 
North
 
Korea,
 
Iran,
 
Syria,
 
Lebanon,
 
Cuba,
 
Iraq,
 
Libya
 
and
 
the 
Palestinian
 
Authority
 
without
 
the
 
prior
 
written
 
consent
 
of
 
the 
Seller.
 
 
6.
   
PRODUCT INSPECTION AND PRODUCT RETURN
 
 
The
 
Buyer
 
will
 
inspect
 
the
 
Product
 
at
 
its
 
destination
 
promptly 
upon
 
arrival.
 
The
 
Buyer
 
has
 
up
 
to
 
14
 
days
 
following
 
arrival
 
to 
inspect
 
the
 
Product,
 
subject
 
to
 
applicable
 
law.
 
If
 
a
 
Product
 
is 
believed
 
to
 
be
 
defective,
 
the
 
Buyer
 
will
 
return,
 
at
 
the
 
Buyer’s 
cost,
 
the
 
allegedly
 
defective
 
Product
 
to
 
the
 
Seller
 
accompanied 
by
  
a
  
full
  
description
  
of
  
such
  
alleged
  
defect.
  
If
  
the
  
Seller 
determines
 
that
 
any
 
returned
 
Product
 
is
 
not
 
defective,
 
the
 
Seller 
will
  
return
  
the
  
Product
  
to
  
the
  
Buyer
  
at
  
the
  
Buyer’s
  
expense, 
freight
 
collect,
 
along
 
with
 
a
 
written
 
statement
 
setting
 
forth
 
the 
Seller’s
 
conclusion
 
that
 
the
 
returned
 
Product
 
was
 
not
 
defective, 
and
  
the
  
Buyer
  
agrees
  
to
  
pay
  
the
  
Seller’s
  
reasonable
  
cost
  
of 
handling
 
and
 
testing.
 
Upon
 
determining
 
that
 
a
 
returned
 
Product 
is
   
defective,
   
and
   
subject
   
to
   
the
   
terms
   
and
   
conditions
   
of applicable
 
law,
 
the
 
Seller,
 
at
 
its
 
option
 
may:
 
(i)
 
repair
 
or
 
replace the
  
Product
  
and
  
ship
  
the
  
repaired
  
or
  
replaced
  
Product
  
to
   
the  Buyer,
 
reimburse
 
the
 
shipping
 
cost
 
of
 
returning
 
the
 
Product
 
at the
 
Seller’s
 
expense;
 
or
 
(ii)
 
refund
 
the
 
purchase
 
price
 
and
 
return  shipping
 
cost
 
(if
 
already
 
paid).
 
Any
 
replacement
 
Product
 
will be
  
warranted
  
under
  
these
  
Terms
  
for
  
the
  
remainder
  
of
  
the original
 
warranty
 
period.
 
 
7.
   
LIMITED
 
WARRANTY
 
 
The
  
Seller
  
warrants,
  
for
  
6
  
months
  
or
  
as
  
required
  
by
  
law
  
or 
regulation,
  
from
  
date
  
of
  
initial
  
shipment
  
to
  
the
  
Buyer
  
with 
respect
  
to
  
the
  
Hardware,
  
that
  
it
  
will
  
be
  
free
  
from
  
material 
defects
 
in
 
materials,
 
workmanship
 
and
 
design
 
(the
 
“Hardware 
Warranty”).
 
The
 
Seller
 
warrants,
 
for
 
1
 
month
 
or
 
as
 
required
 
by 
law
 
or
  
regulation,
  
from
 
date
  
of
  
initial
  
shipment
  
to
  
the
  
Buyer 
with
  
respect
  
to
  
the
  
Software,
  
that
  
it
  
will
  
comply
  
with
  
the 
Product’s
  
applicable
  
specifications
  
and
  
documentation
  
(the 
“Software
   
Warranty”
   
and
   
together
   
with
   
the
   
Hardware 
Warranty,
  
the
  
“Product
  
Warranty”).
  
The
  
Product
  
Warranty 
shall
  
not
  
apply
  
to,
  
normal
  
wear
  
and
  
aging
  
(i.e.
  
scratches
  
on 
plastic
  
etc.),
  
or
  
any
  
Software
  
or
  
Hardware
  
which
  
the
  
Seller 
determines
  
has,
  
by
  
the
  
Buyer
  
or
  
otherwise,
  
been
  
subject
  
to 
operating
 
or
 
environmental
 
conditions
 
not
 
in
 
accordance
 
with the
 
applicable
 
specifications,
 
or
 
have
 
otherwise
 
been
 
subject
 
of 
mishandling,
    
misuse,
    
neglect,
    
improper
    
testing,
    
repair, 
alteration
    
or
    
damage.
    
Furthermore,
    
the
    
Buyer
    
hereby 
acknowledges
  
that
  
the
  
Seller’s
  
website
  
may
  
display
  
various 
functionalities,
 
potential
 
applications
 
and
 
performance
 
options 
of
 
the
 
Product
 
(“Use
 
Concepts”).
 
These
 
represent
 
applications 
that
   
the
   
Seller
   
is
   
actively
   
working
   
to
   
develop,
   
however, 
currently
  
such
  
Use
  
Concepts
  
are
  
provided
  
for
  
demonstration 
purposes
 
and
 
are
 
intended
 
as
 
examples
 
of
 
concepts
 
rather
 
than 
specific
 
finished
 
applications.
  
The
 
Seller
 
does
 
not
 
warrant
 
that 
the
 
Product
 
will
 
actually
 
support
 
all
 
Use
 
Concepts
 
immediately 
upon
  
release.
   
The
  
Seller
  
will
  
aim
  
to
  
assist
  
developers,
  
with 
documentation
 
and
 
tools
 
but
 
is
 
not
 
required
 
to
 
provide
 
support to
 
any
 
Product
 
or
 
a
 
Buyer’s
 
product
 
which
 
contains
 
the
 
Product 
based
  
upon
  
such
  
Use
  
Concepts.
  
EXCEPT
  
AS
  
EXPRESSLY 
SET
 
FORTH
 
ABOVE,
 
THE
 
PRODUCT
 
IS
 
PROVIDED
 
“AS 
IS”,
     
AND
     
NO
     
OTHER
     
WARRANTIES,
     
EITHER 
EXPRESSED
 
OR
 
IMPLIED,
 
ARE
 
MADE
 
WITH
 
RESPECT 
TO
       
THE
       
PRODUCT,
       
INCLUDING,
       
WITHOUT 
LIMITATION,
     
THE
     
IMPLIED
     
WARRANTIES
     
OF 
MERCHANTABILITY
       
AND
       
FITNESS
       
FOR
       
A 
PARTICULAR
    
PURPOSE.
     
IN
     
THE
    
CASE
     
OF
     
A 
HARDWARE
 
WARRANTY
 
CLAIM,
 
THE
 
BUYER’S
 
SOLE 
AND
 
EXCLUSIVE
 
REMEDY
 
FOR
 
ANY
 
BREACH
 
OF
 
THE 
FOREGOING
 
LIMITED
 
HARDWARE
 
WARRANTY
 
WILL 
BE,
     
AT
     
THE
     
SELLER’S
     
OPTION,
     
SENDING
     
A 
REPLACEMENT
  
OF
  
THE
  
PRODUCT
  
OR
  
REFUNDING 
THE
  
AMOUNT
  
PAID.
  
IN
  
THE
  
CASE
  
OF
  
A
  
SOFTWARE 
WARRANTY
    
CLAIM,
    
THE
    
BUYER’S
    
SOLE
    
AND 
EXCLUSIVE
   
REMEDY
   
FOR
   
ANY
   
BREACH
   
OF
   
THE 
FOREGOING
  
LIMITED
  
SOFTWARE
  
WARRANTY
  
WILL 
BE,
  
AT
  
THE
  
SELLER’S
  
OPTION,
  
A
  
FIX,
  
PATCH
  
OR 
WORKAROUND
 
TO
 
THE
 
SOFTWARE,
 
WHICH
 
MAY
 
BE 
INCLUDED
 
IN
 
A
 
FUTURE
 
SOFTWARE
 
RELEASE,
 
AT
 
NO 
ADDITIONAL
 
CHARGE
 
OR
 
REFUNDING
 
THE
 
AMOUNT 
PAID.
  
THE
  
SELLER
  
DOES
  
NOT
  
WARRANT
  
THAT
  
THE 
OPERATION
      
OF
      
THE
      
PRODUCT
      
WILL
      
BE 
UNINTERRUPTED
 
OR
 
ERROR-FREE.
 
It
 
is
 
hereby
 
clarified 
that
 
the
 
Seller
 
does
 
not
 
provide
 
any
 
warranties
 
of
 
any
 
kind
 
to any
  
of
  
the
  
Buyer’s
  
customers
  
or
  
with
  
respect
  
to
  
the
  
Buyer’s 
products.
 
 
8.
   
INDEMNITY
 
 
If
 
any
 
Product
 
is
 
in
 
the
 
opinion
 
of
 
the
 
Seller
 
likely
 
to,
 
or
 
does, 
become
 
the
 
subject
 
of
 
a
 
claim
 
for
 
patent
 
infringement,
 
the
 
Seller 
may,
  
at
  
its
  
sole
  
option,
  
procure
  
for
  
the
  
Buyer
  
the
  
right
  
to 
continue
  
using
  
the
  
Product
  
or
  
modify
  
it
  
to
  
become
  
non- 
infringing.
  
If
  
the
  
Seller
  
is
  
not
  
reasonably
  
able
  
to
  
modify
  
or 
otherwise
 
secure
 
for
 
the
 
Buyer
 
the
 
right
 
to
 
continue
 
using
 
the 
Product,
  
the
  
Buyer
  
shall
  
return
  
the
  
Product
  
to
  
the
  
Seller
  
and cease
 
any
 
use
 
thereof
 
and
 
the
 
Seller
 
upon
 
the
 
acceptance
 
of
 
the Product
 
shall
 
refund
 
the
 
Buyer
 
the
 
amounts
 
actually
 
paid.
 
The Seller
 
shall
 
not
 
be
 
liable
 
to
 
the
 
Buyer
 
for
 
any
 
amounts,
 
damages, losses
 
or
 
expense,
 
including
 
refunds
 
of
 
the
 
Product
 
with
 
respect to
 
any
 
infringement
 
or
 
claim
 
based
 
upon:
 
(i)
 
the
 
combination
 
or incorporation
 
of
 
the
 
Product
 
with
 
other
 
products
 
not
 
supplied by
 
the
 
Seller,
 
to
 
the
 
extent
 
that
 
the
 
infringement
 
results
 
from  such
   
combination
   
or
   
incorporation
   
of
   
the
  
Product;
  
(ii)
  
the modification
 
by
 
the
 
Buyer
 
of
 
the
 
Product
  
not
 
contemplated
 
by these
  
Terms
  
or
  
authorized
  
by
  
the
  
Seller;
  
(iii)
  
the
  
Buyer’s negligence
 
or
 
willful
 
misconduct;
 
(iv)
 
any
 
use
 
by
 
the
 
Buyer
 
of a
 
Product
 
in
 
violation
 
of
 
these
 
Terms;
 
or
 
(v)
 
the
 
Buyer’s
 
use
 
of a
 
Product
 
in
 
connection
 
with
 
any
 
product
 
where
 
there
 
may
 
be reasonable
 
risk
 
to
 
human
 
life
 
or
 
bodily
 
injury.
 
In
 
all
 
the
 
cases (i)
 
through
 
(v)
 
above,
 
and
 
for
 
claims
 
by
 
third
 
parties
 
against
 
the Seller
 
related
 
to
 
use
 
of
 
the
 
Product,
 
or
 
the
 
violation
 
of
 
law
 
or regulation
  
in
  
the
  
marketing,
  
sale
  
or
  
promotion
  
of
  
any
   
the  Buyer’s
 
products,
 
the
 
Buyer
 
shall
 
hold
 
the
 
Seller
 
----------------Page (1) Break----------------
 
 
harmless
 
and indemnify
  
the
  
Seller
  
from
  
any
  
damage,
  
loss,
  
liability
  
and/or expenses
 
(including
  
reasonable
 
attorneys’
 
fees)
  
upon
  
Seller’s first
 
request.
 
 
9.
   
LIMITATION OF REMEDIES AND DAMAGES
 
 
THE
  
BUYER’S
  
SOLE
  
REMEDY
  
AND
  
THE
  
SELLER’S 
ENTIRE
 
LIABILITY
 
ARE
 
AS
 
SET
 
FORTH
 
ABOVE.
 
IN
 
NO 
EVENT
    
SHALL
    
THE
    
SELLER
    
OR
    
ANY
    
OF
    
ITS 
SUPPLIERS,
     
LICENSORS,
     
DIRECTORS,
     
OFFICERS, 
EMPLOYEES
   
OR
   
AFFILIATES
   
BE
   
LIABLE
   
TO
   
THE 
BUYER
   
FOR
   
ANY
   
CONSEQUENTIAL,
   
INCIDENTAL, 
INDIRECT,
      
SPECIAL
      
OR
      
SIMILAR
      
DAMAGES 
WHATSOEVER
  
(INCLUDING,
  
WITHOUT
  
LIMITATION, 
DAMAGES
     
FOR
     
LOSS
     
OF
     
BUSINESS
    
PROFITS, 
BUSINESS
 
INTERRUPTION
 
AND
 
THE
 
LIKE),
 
WHETHER 
FORESEEABLE
  
OR
  
UNFORESEEABLE,
  
ARISING
  
OUT 
OF
 
THE
 
USE
 
OR
 
INABILITY
 
TO
 
USE
 
THE
 
PRODUCT
 
OR 
ACCOMPANYING
             
WRITTEN
             
MATERIALS, 
REGARDLESS
  
OF
  
THE
  
BASIS
  
OF
  
THE
  
CLAIM
  
AND 
EVEN
 
IF
 
THE
 
SELLER
 
OR
  
ITS
 
REPRESENTATIVE
 
HAS 
BEEN
   
ADVISED
   
OF
   
THE
   
POSSIBILITY
   
OF
   
SUCH 
DAMAGE.
 
TO
 
THE
 
EXTENT
 
PERMITTED
 
BY
 
LAW,
 
THE 
SELLER’S
  
LIABILITY
  
TO
  
THE
  
BUYER
  
FOR
  
DIRECT 
DAMAGES
      
FOR
      
ANY
      
CAUSE
      
WHATSOEVER, 
INCLUDING
 
AS
 
RESULT
 
OF
 
BUYER’S
 
USE
 
OF
 
IN-WALL 
IMAGING
  
APPLICATIONS
  
(AS
  
DEFINED
  
BELOW)
  
OR 
OTHER
  
APPLICATIONS,
  
AND
  
REGARDLESS
  
OF
  
THE 
BASIS
   
OF
   
THE
   
FORM
   
OF
   
THE
   
ACTION,
   
WILL
   
BE 
LIMITED
 
TO
 
THE
 
AMOUNT
 
PAID
 
TO
 
THE
 
SELLER
 
FOR 
THE
   
APPLICABLE
   
PURCHASE
   
ORDER
   
THAT
   
GAVE 
RISE
  
TO
  
THE
  
CLAIM
  
OR
  
ACTION,
  
AND
  
IF
  
NO
  
SUCH 
SINGLE
 
PURCHASE
 
ORDER
 
IS
 
SO
 
APPLICABLE,
 
THEN 
THE
  
SELLER’S
  
LIABILITY
  
SHALL
  
NOT
  
EXCEED
  
THE 
AMOUNT
   
PAID
   
BY
   
THE
   
BUYER
   
TO
   
THE
   
SELLER 
HEREUNDER
     
FOR
     
THE
     
APPLICABLE
     
PRODUCT 
(EXCLUDING
  
ANY
  
TRANSPORTATION,
  
INSURANCE, 
TAXES,
    
DUTIES
    
AND
    
OTHER
    
CHARGES).
    
Some 
jurisdictions
 
do
 
not
 
allow
 
the
 
exclusion
 
of
 
certain
 
warranties
 
or 
the
 exclusion  
or
  
limitation
  
of
  
liability
  
for
  
consequential
  
or 
incidental
  
damages,
  
so
  
the
  
warranties
  
and
  
limitations
  
above 
may
 
not
 
apply
 
to
 
the
 
Buyer.
 
 
10.
 
INTELLECTUAL PROPERTY AND LICENSE
 
 
As
 between  
the
  
parties,
  
all
  
right,
  
title
  
and
  
interest
  
to
  
any 
intellectual
 
property
 
rights
 
embodied
 
in
 
the
 
Product
 
(including 
the
   
Software)
   
and
   
all
   
inventions,
   
works
   
of
   
authorship, 
derivative
 
works,
 
developments
 
or
 
improvements
 
thereof
 
(all
 
of 
the
  
foregoing,
  
the
  
“Seller
  
IP”)
  
shall
  
remain
  
with
  
the
  
Seller. 
Subject
 
to
 
the
 
terms
 
and
 
conditions
 
of
 
these
 
Terms,
 
the
 
Seller 
grants
  
the
  
Buyer
  
a
  
limited,
  
non
-e
xclusive,
  
non
-t
ransferable 
license,
 
without
 
the
 
right
 
to
 
sublicense,
 
to:
 
(a)
 
integrate,
 
without 
modification,
 
the
 
Product
 
and
 
related
 
documentation
 
within
 
the 
Buyer’s
 
product/s;
 
(b)
 
except
 
as
 
permitted
 
under
 
the
 
Software’s 
End
   
User
   
License,
   
to
   
distribute
   
the
   
Product
   
and
   
related 
documentation
 
only
 
as
 
part
 
of
 
the
 
Buyer’s
 
products
 
and
 
related 
documentation
  
and
  
not
  
as
  
a
  
stand-alone
  
product;
  
and
  
(c) 
internally
 
use
 
the
 
Product
 
and
 
related
 
documentation
 
solely
 
for 
its
 
personal
 
non-commercial
 
use
 
and
 
in
 
compliance
 
with
 
these 
Terms.
   
For
   
the
 avoidance   
of
  
doubt,
   
the
  
Buyer
   
shall
   
not 
distribute
 
or
 
re-sell
 
the
 
Product
 
‘as
 
is’.
 
 
Furthermore,
 
the
 
Buyer
 
may
 
provide
 
suggestions,
 
comments
 
or 
other
   
feedback
   
to
   
the
   
Seller
   
regarding
   
the
   
Product,
   
its 
technology
  
and
  
business,
  
including
  
but
  
not
  
limited
  
to,
  
new 
features,
 
functionality,
 
techniques
 
or
 
business
 
methods
 
whether 
by
  
mail,
  
through
  
any
 
blog
  
or
  
survey
 
system
  
managed
  
by
 
the 
Seller
 
or
 
in
 
any
 
other
 
manner
 
(“Feedback”).
 
The
 
Seller
 
highly 
values
 
and
 
appreciates
 
Feedback
 
and
 
will
 
use
 
it,
 
among
 
other 
things,
 
to
 
improve
 
the
 
Product
 
and
 
foster
 
collaborative
 
group 
projects
 
within
 
the
 
community.
   
As
 
a
 
result
 
all
 
comments
 
and 
suggestions
   
are
      
granted
   
to
   
the
   
Seller
   
and
   
any
   
of
   
its 
representatives
 
a
 
perpetual,
 
worldwide,
 
no-charge,
 
royalty-free, 
irrevocable,
   
non-exclusive
   
license
   
to
   
reproduce,
   
prepare 
derivative
   
works
   
of,
   
publicly
   
display,
   
publicly
   
perform, 
sublicense,
  
and
  
distribute
  
the
  
Buyer’s
  
Feedback
  
and
  
such 
derivative
 
works.
  
The
 
Buyer
 
further
 
hereby
 
grants
 
to
 
the
 
Seller 
and
  
to
 
representatives
 
a
 
perpetual,
  
worldwide,
 
non-exclusive, 
no-charge,
  
royalty-free,
  
irrevocable
  
patent
  
license
  
to
  
make, 
have
 
made,
 
use,
 
offer
 
to
 
sell,
 
sell,
 
import,
 
and
 
otherwise
 
transfer 
the
 
Buyer’s
 
Feedback,
 
where
 
such
 
license
 
applies
 
to
 
the
 
Buyer’s 
patent
  
claims
  
(including
  
any
  
patent
  
claims
  
of
  
the
  
Buyer’s 
affiliates)
 
that
 
are
 
related
 
to
 
the
 
Buyer’s
 
Feedback
 
or
 
that
 
are 
necessarily
   
infringed
   
by
   
the
   
Buyer’s
   
Feedback.
   
Without 
derogating
 
from
 
the
 
above,
 
the
 
Buyer
 
hereby
 
waives
 
any
 
right to
  
the
  
Feedback,
  
including
  
but
  
not
  
limited
  
to,
  
any
  
right
  
for 
royalties
 
or
 
any
 
other
 
consideration.
 
The
 
Buyer
 
represents
 
that 
the
 
Buyer
 
is
 
legally
 
entitled
 
to
 
grant
 
the
 
above
 
licenses.
 
If
 
the 
Buyer’s
 
employer(s)
 
has
 
rights
 
to
 
intellectual
 
property
 
that
 
the 
Buyer
  
creates
  
that
  
includes
  
the
  
Buyer’s
  
Feedback,
  
the
  
Buyer 
represents
  
that
  
the
  
Buyer
  
has
  
received
  
permission
  
to
  
provide 
Feedback
 
on
 
behalf
 
of
 
that
 
employer,
 
that
 
the
 
Buyer’s
 
employer 
has
 
waived
 
such
 
rights
 
for
 
the
 
Buyer’s
 
Feedback
 
to
 
the
 
Seller, or
 
that
 
the
 
Buyer’s
 
employer
 
has
 
executed
 
these
 
Terms.
 
 
11.
 
HIGH RISK ACTIVITIES AND IN-WALL IMAGING 
APPLICATIONS
 
 
The
 
Buyer
  
hereby
 
acknowledges
 
that
 
the
 
Product
 
is
 
not
 
fault 
tolerant
 
and
 
is
 
not
 
designed,
 
manufactured,
 
or
 
intended
 
for
 
use 
or
 
resale
 
as
 
on-line
 
control
 
equipment
 
in
 
hazardous
 
or
 
high
 
risk 
environments
  
and
  
activities
  
requiring
  
fail-safe
  
performance 
(such
    
as
    
in
    
the
    
operation
    
of
    
aircraft
    
navigation
    
or 
communication
 
systems,
 
air
 
traffic
 
control,
 
direct
 
life
 
support 
machines,
  
or
  
weapons
  
systems)
  
in
  
which
  
the
  
failure
  
of
  
the 
Product
 
could
 
lead
 
directly
 
to
 
death,
 
personal
 
injury,
 
or
 
severe 
physical
 
or
 
environmental
 
damage,
 
and
 
the
 
Buyer
 
hereby
 
agrees 
not
 
to
 
use
 
or
 
allow
 
the
 
use
 
of
 
the
 
Product
 
or
 
any
 
portion
 
thereof 
for,
 
or
 
in
 
connection
 
with,
 
any
 
such
 
environment
 
or
 
activity.
 
 
As
 a condition  
for
  
making
  
use
  
of
  
the
  
Product
  
for
  
in-wall 
imaging
 
applications
 
(“In-Wall
 
Imaging
 
Applications”),
  
the 
Buyer
 
hereby
 
acknowledges
 
and
 
confirms
 
that
 
it
 
may
 
not
 
detect 
live
 
wires,
 
pipes
 
or
 
similar
 
objects
 
and
 
substances,
 
such
 
as,
 
but 
not
 
limited
 
to,
 
wires
 
in
 
a
 
metal
 
conduit
 
or
 
behind
 
metalized
 
or 
conductive
 
surfaces
 
and/or
 
pipes.
 
The
 
Buyer
 
acknowledges
 
that 
the
 
Product
 
should
 
not
 
be
 
relied
 
on
 
exclusively
 
to
 
locate
 
items 
below
 
a
 
scanned
 
surface
 
and
 
other
 
information
 
sources
 
should be
 
used  
to
  
help
  
locate
  
items
  
before
  
penetrating
  
a
  
scanned 
surface,
   
including,
   
without
   
limitation,
   
construction
   
plans, 
visible
 
points
 
of
 
entry
 
of
 
pipes
 
and
 
wiring
 
into
 
walls.
 
Prior
 
to 
penetrating
 
a
 
surface
 
(such
 
as
 
with
 
a
 
drill,
 
router,
 
saw
 
or
 
nail), 
the
 
Buyer
 
shall
 
exercise
 
extreme
 
caution
 
and
 
safety,
 
including, 
but
 not  
limited
  
to,
  
shutting
  
off
  
the
  
electrical
  
power,
  
gas
  
and 
----------------Page (2) Break----------------
 
 
water
 
supplies.
 
The
 
Buyer
 
acknowledges
 
that
 
cutting
 
or
 
drilling 
into
 
these
 
items
 
when
 
operational
 
can
 
result
 
in
 
personal
 
injury or
 
physical
 
damage.
 
Buyer
 
shall
 
ensure
 
that
 
any
 
third
 
party
 
that 
operates
 
the
 
Product
 
is
 
aware
 
of
 
these
 
Terms,
 
including,
 
without 
limitation,
 
this
 
Section.
 
 
12. EXPORT & IMPORT COMPLIANCE 
 
The Buyer shall not transfer, export or re-export any Product or 
part thereof (collectively “goods”), or any related technology 
except in full compliance with export controls administered by 
the
 
U.S.,
 
EU,
 
and
 
Israel, and
 
any
 
other
 
applicable
 
import
 
and
 
use
 
restrictions.
 
The
 
Buyer shall
  
be
  
solely
 
responsible
  
for
  
ensuring
   
compliance
   
with
   
and
   
obtaining
 
all
 
required
 
approvals
 
to
 
facilitate
 
the
 
export
 
of
 
any Products,
 
including
 
outside
 
of
 
the
 
U.S.
 
and
 
Israel.
 
 
The goods will be imported on behalf of the Buyer. The Buyer 
authorizes the Seller to import the goods on its behalf. Further, 
the Buyer agrees that the Seller may delegate the obligation to 
import the goods on its behalf to a subcontractor (e.g., customs 
broker). The Buyer will pay the taxes and duties in addition with 
the purchase price of the goods.
 
 
13. CONSUMER LAWS 
 
Despite  any  other  section  of  these  Terms,  if  any  legislation 
affects  your rights  under  these Terms (a  “Consumer  Law”), 
then to the extent that any term or  section contained in these 
Terms: (i) becomes void or unenforceable for any reason; or (ii) 
would be unfair under the applicable Consumer Law if applied 
or relied upon in a particular way; that term or section shall be 
severed  such  that  all  remaining  terms  and  sections  of  these 
Terms  shall  continue  to  be  in  full  force  and  effect  and  be 
unaffected by the severance of any other term or provision. No 
section  of  these  Terms  excludes  or  modifies  any  right  or 
remedy, or any guarantee, warranty or other term or condition 
implied  or  imposed  by  any  Consumer  Law  which  cannot 
lawfully be excluded, limited or modified.
 
 
14. GENERAL 
 
These Terms shall constitute the final, complete and exclusive 
agreement of the parties with respect to all sales of Product by 
the  Seller  to  the  Buyer  and  shall  supersede  all  prior  offers, 
negotiations, understandings and agreements. No additional or 
different terms or conditions, whether material or immaterial, 
shall become a part of any agreement, including these Terms, 
unless expressly accepted in writing by an authorized officer of 
the Seller. These Terms are not assignable by the Buyer. These 
Terms are binding on the parties and their respective successors 
and permitted assigns. Any waiver by the Seller of one or more 
of these terms and conditions or any defaults hereunder shall not 
constitute a waiver of the remaining terms and conditions or of 
any future defaults hereunder. No failure or delay on the part of 
the Seller in exercising or enforcing any right hereunder shall 
operate as a waiver thereof or preclude any other exercise or 
enforcement of rights hereunder. Any provision of these Terms 
that is prohibited or unenforceable under applicable law shall be    
ineffective    to    the    extent    of    such    prohibition    or 
unenforceability,    without    impairing    or    invalidating    the 
remaining  provisions  of  these  terms  and  conditions.  These 
Terms and all performance and disputes arising out of or related 
to goods in question, shall be governed by the laws of the State 
of Israel, without reference to conflict of laws principles. The 
parties hereby irrevocably agree to submit any claim arising out 
of  or  related  to  these  terms  and  conditions  to  the  competent 
courts of Tel-Aviv. 
 
Last updated: May 31, 2020
 
 
 
 
 
----------------Page (3) Break----------------
 
 
Terms and Conditions for Sale and Use 
 
WARNING:
 
Please
 
read
 
these
 
Terms
 
and
 
Conditions
 
for
 
Sale 
and
 
Use
 
(“Terms”)
 
carefully.
 
Failure
 
to
 
follow
 
all
 
of
 
the
 
safety 
and
  
usage
  
instructions
  
in
  
these
  
Terms
  
may
  
result
  
in
  
electric 
shock,
 
fire
 
and/or
 
serious
 
injury.
 
SAVE
 
THESE
 
TERMS.
 
 
These
 
Terms
 
are
 
the
 
terms
 
and
 
conditions
 
upon
 
which
 
Vayyar 
Imaging
 
Ltd.
 
and
 
its
 
affiliates
 
(collectively,
 
the
 
“Seller”)
 
makes 
all
  
sales
  
of
  
the
  
Seller’s
  
3D
  
imaging
  
sensor
  
board
  
known
  
as 
Walabot
     
sensor
     
(“Hardware”),
     
its
     
related
     
software
 
(“Software”)
 
and
 
any
 
and
 
all
 
ancillary
 
products
 
(collectively, the
 
“Product”)
 
and
 
constitute
 
an
 
agreement
 
between
 
the
 
Seller and
   
the
   
entity
   
purchasing
   
the
   
Product
   
(the
   
“Buyer”). 
Acceptance
 
of
 
all
 
purchase
 
orders
 
is
 
expressly
 
made
 
conditional 
upon
 
these
 
Terms,
 
without
 
modification
 
or
 
addition.
 
The
 
Seller 
expressly
  
disclaims
  
any
  
other
  
terms
  
and
  
conditions
  
of
  
sale. 
Notwithstanding
 
anything
 
herein
 
to
 
the
 
contrary,
 
any
 
download, 
acceptance
 
or
 
use
 
by
 
the
 
buyer
 
of
 
any
 
Product
 
and/or
 
Software 
shall
 
constitute
 
an
 
irrevocable
 
acceptance
 
of
 
these
 
Terms.
 
The 
Seller
 
hereby
 
reserves
 
the
 
right
 
to
 
modify
 
these
 
Terms
 
at
 
any 
time.
 
If
 
the
 
Buyer
  
disagrees
 
to
  
be
 
bound
  
by
 
these
 
Terms
  
the 
Buyer
 
will
 
cease
 
any
 
use
 
of
 
the
 
Product.
 
 
1.
   
ORDERING
 
 
The
  
Buyer
  
shall
  
order
  
the
  
Product
  
by
  
issuing
  
an
  
irrevocable 
purchase
 
order
 
in
 
a
 
form
 
acceptable
 
to
 
the
 
Seller
 
which
 
may
 
be 
accepted
 
or
 
rejected
 
by
 
the
 
Seller,
 
subject
 
to
 
availability
 
or
 
other 
reasonable
 
reasons.
 
The
 
Seller
 
will
 
use
 
reasonable
 
commercial 
efforts
 
to
 
approve
 
or
 
reject
 
purchase
 
orders
 
within
 
10
 
business 
days
 
and
 
in
 
case
 
of
 
no
 
response
 
it
 
shall
 
be
 
deemed
 
as
 
rejection. 
The
  
Seller
  
shall
  
have
  
no
  
liability
  
to
  
the
  
Buyer
  
as
  
a
  
result
  
of refusal
 
of
 
any
 
such
 
orders
 
submitted.
 
No
 
order
 
shall
 
bind
 
the 
Seller
 
until
 
accepted
 
by
 
its
 
authorized
 
representative.
 
Following 
acceptance,
    
this
    
purchase
    
order
    
may
   
be
    
cancelled
    
or 
rescheduled
  
by
  
the
  
Seller
  
for
  
reasonable
  
reason
  
at
  
any
  
stage 
before
  
receiving
  
shipment
  
notification.
  
Each
  
purchase
  
order 
shall
  
include
  
a
  
description
  
of
  
the
  
ordered
  
Product,
  
quantity 
(which
 
shall
 
not
 
exceed
 
10
 
Product
 
units
 
per
 
buyer),
 
total
 
cost in
 
accordance
 
with
 
the
 
Seller’s
 
applicable
 
quotation,
 
shipping 
location
 
and
 
method
 
of
 
payment.
 
If
 
the
 
terms
 
and
 
conditions
 
of 
the
 
Buyer
 
purchase
 
order
 
conflict,
 
in
 
whole
 
or
 
in
 
part,
 
with
 
the 
provisions
 
of
 
these
 
Terms,
 
such
 
terms
 
and
 
conditions
 
set
 
forth in
  
the
  
Buyer
  
purchase
  
orders
  
shall
  
be
  
of
  
no
  
force
  
or
  
effect 
whatsoever.
 
In
 
the
 
event
 
that
 
the
 
Buyer
 
is
 
interested
 
in
 
ordering 
more
 
than
 
10
 
Product
 
units,
 
the
 
Buyer
 
may
 
contact
 
the
 
Seller
 
at 
support@walabot.com.
 
 
2.
   
PRICE AND PAYMENT
 
 
Prices
 
for
 
the
 
Product
 
are
 
set
 
forth
 
in
 
the
 
Seller’s
 
website,
 
at 
www.walabot.com.
 
All
 
prices
 
are
 
exclusive
 
of
 
insurance,
 
duties 
and
 
other
 
charges
 
related
 
thereto.
 
All
 
prices
 
are
 
also
 
exclusive of
 
shipping
 
costs
 
unless
 
otherwise
 
noted
 
on
 
the
 
Seller’s
 
website. 
Such
 
charges
 
when
 
applicable
 
will
 
appear
 
as
 
separate
 
additional 
items
 
on
 
the
 
quotation
 
and
 
invoice.
 
Unless
 
otherwise
 
specified 
by
  
the
  
Seller
  
in
  
writing,
  
payment
  
terms
  
are
  
in
  
United
  
States 
Dollars,
  
upon
  
the
  
purchase
  
of
  
the
  
Product.
  
The
  
Seller,
  
at
  
its discretion,
   
may
   
require
   
reasonable
   
advance
   
assurances
   
of  payment
 
through
 
irrevocable
 
bank
 
letters
 
of
 
credit
 
or
 
otherwise. Even
  
after
  
the
  
Seller’s
  
acceptance
  
of
  
an
  
order,
  
shipments
  
or deliveries
 
will,
 
at
 
all
 
times,
 
be
 
subject
 
to
 
the
 
Seller’s
 
approval and
 
the
 
Seller
 
may
 
at
 
any
 
time
 
decline
 
to
 
make
 
any
 
shipments or
 
deliveries
 
until
 
receipt
 
of
 
payment
 
or
 
upon
 
additional
 
terms and
  
conditions
  
or
  
security
  
are
  
satisfactory
  
to
  
the
  
Seller.
  
The buyer
 
shall
 
not
 
have
 
the
 
right
 
to
 
any
 
set-off
 
with
 
respect
 
to
 
any due
 
payment.
 
The
 
Seller
 
reserves
 
the
 
right
 
to
 
declare
 
all
 
sums immediately
 
due
 
and
 
payable
 
hereunder
 
for
 
any
 
breach
 
of
 
these
 
 
Terms
  
including,
  
without
  
limitation,
  
failure
  
to
  
comply
  
with 
credit
 
terms.
 
 
3.
   
TAXES
 
 
All
 
amounts
 
paid
 
hereunder
 
are
 
net
 
and
 
exclusive
 
of
 
any
 
taxes, 
including
 
value
 
added
 
tax,
 
sales
 
tax
 
or
 
withholding
 
tax,
 
all
 
of 
which
 
shall
 
be
 
the
 
responsibility
 
of
 
the
 
Buyer.
 
 
4.
   
TITLE AND DELIVERY
 
 
Title
 
and
 
the
 
risk
 
of
 
loss
 
or
 
damage
 
to
 
the
 
Product
 
shall
 
pass
 
to 
the
 
Buyer
 
upon
 
delivery
 
of
 
Product
 
to
 
a
 
common
 
carrier
 
at
 
the 
Seller’s
 
shipment
 
facility,
 
carrier
 
acting
 
as
 
the
 
Buyer
 
agent.
 
The 
Seller
 
may
 
choose
 
the
 
method
 
of
 
shipment
 
in
 
its
 
discretion.
 
If the
  
Buyer
  
delays
  
shipment,
  
any
  
Products
  
held
  
for
  
the
  
Buyer 
during
 
any
 
such
 
delay
 
shall
 
be
 
at
 
the
 
Buyer’s
 
risk
 
and
 
expense. 
The
 
Seller
 
shall
 
make
 
commercially
 
reasonable
 
efforts
 
to
 
meet 
the
  
date(s)
   
quoted
  
or
   
acknowledged;
  
however,
   
the
  
Buyer 
understands
 
that
 
delivery
 
is
 
dependent
 
on
 
third
 
parties
 
which are
 
outside
 
the
 
Seller’s
 
control
 
and
 
thus,
 
in
 
no
 
event
 
will
 
the Seller
 
be
 
liable
 
for
 
any
 
delays.
 
In
 
the
 
event
 
of
 
any
 
such
 
delay, the
 
date
 
of
 
delivery
 
shall
 
automatically
 
be
 
extended
 
for
 
a
 
period equal
 
to
 
the
 
time
 
lost
 
by
 
reason
 
of
 
the
 
delay.
 
In
 
the
 
event
 
that the
 
Seller
 
for
 
any
 
reason,
 
has
 
insufficient
 
supplies
 
of
 
Product
 
to meet
 
future
 
demand
 
or
 
accepted
 
offers,
 
the
 
Seller
 
shall
 
contact the
 
Buyer
 
within
 
a
 
reasonable
 
time
 
and
 
offer
 
the
 
Buyer
 
to
 
either: (i)
  
cancel
  
the
  
order
  
in
  
which
  
case
  
the
  
Seller
  
shall
  
refund
  
the Buyer
  
all
  
amounts
  
paid;
  
or
  
(ii)
  
wait
  
until
  
the
  
Seller
  
has
  
the Product
  
in
  
stock
  
in
  
which
  
case
  
the
  
Buyer
  
shall
  
deliver
  
the Product
  
to
  
the
  
Buyer
  
once
  
in
  
stock
  
(and
  
hold
  
the
  
Buyer’s payment).
 
 
5.
   
RESTRICTIONS
 
 
Except
  
as
  
explicitly
  
provided
  
in
  
these
  
Terms
  
or
  
expressly 
permitted
  
by
  
applicable
  
law,
  
the
  
Seller
  
does
  
not
  
permit
  
or 
authorize
 
distributors,
 
end
 
users
 
or
 
any
 
other
 
third
 
party
 
to:
 
(a) 
disassemble
  
or
  
reverse
  
engineer
  
the
  
Product,
  
including
  
the 
Software;
   
(b)
   
copy,
   
modify,
   
enhance
   
or
   
otherwise
   
create 
derivative
 
works
 
of
 
the
 
Product;
 
(c)
 
tamper
 
with
 
any
 
security 
features
 
of
 
the
 
Product;
 
or
 
(d)
 
remove
 
any
 
notices
 
(including 
copyright
  
or
  
patent
  
notices)
  
from
  
the
  
Product.
  
The
  
Buyer 
represents
  
and
  
warrants
  
that
  
no
  
Product
  
will
  
be
  
used,
  
made 
available
 
for
 
use,
 
or
 
diverted
 
to
 
use
 
in
 
any
 
activities
 
relating
 
to 
the
      
construction,
      
design,
      
development,
      
fabrication, 
maintenance,
   
operation,
   
stockpiling,
   
testing
  
or
   
use
  
of:
  
(i) 
nuclear
 
weapons
 
or
 
nuclear
 
explosive
 
devices,
 
or
 
facilities
 
or 
components
 
of
 
facilities
 
for
 
chemical
 
processing
 
of
 
irradiated 
special
  
nuclear
  
or
  
source
  
material,
  
heavy
  
water
  
production, 
separation
 
of
 
isotopes
 
of
 
source
 
and
 
special
 
nuclear
 
material,
 
or 
fabrication
  
of
  
nuclear
  
reactor
  
fuel
  
containing
  
plutonium,
  
or 
safeguarded
  
or
 
unsafeguarded
  
nuclear
  
facilities;
 
(ii)
  
maritime 
nuclear
 
propulsion
 
projects
 
including
 
any
 
machinery,
 
devices, 
components
 
or
 
equipment
  
specifically
 
developed
  
or
 
designed 
for
 
use
 
in
 
such
 
plants
 
or
 
facilities;
 
(iii)
 
chemical
 
or
 
biological 
----------------Page (0) Break----------------
 
 
weapons,
 
or
   
their
 
precursors,
 
or
 
any
 
other
  
weapons
 
of
  
mass 
destruction;
 
(iv)
 
rocket
 
systems
 
or
 
ballistic
 
missile
 
systems
 
or 
any
 
other
 
weapon
 
whatsoever;
 
or
 
(v)
 
any
 
other
 
activities
 
or
 
uses 
which
 
do
 
not
 
comply
 
with
 
applicable
 
laws.
 
The
 
Buyer
 
further 
represents
  
and
  
warrants
  
that
  
the
  
Product
  
will
  
be
  
used,
  
made 
available
  
for
  
use,
  
or
  
diverted
  
only
  
to
  
territories
  
which
  
are 
covered
 
by
 
the
 
regulatory
 
approval
 
of
 
the
 
country
 
of
 
shipment. 
The
  
Buyer
  
represents
  
and
  
warrants
  
that
  
the
  
Product
  
or
  
the 
underlying
   
intellectual
   
property
   
rights
   
will
   
not
   
be
   
made 
available:
  
(1)
  
to
  
persons
  
or
  
entities
  
that
  
commit,
  
threaten
  
to 
commit
 
or
 
support
 
terrorism;
 
or
 
(2)
 
to
 
the
 
following
 
countries: 
North
 
Korea,
 
Iran,
 
Syria,
 
Lebanon,
 
Cuba,
 
Iraq,
 
Libya
 
and
 
the 
Palestinian
 
Authority
 
without
 
the
 
prior
 
written
 
consent
 
of
 
the 
Seller.
 
 
6.
   
PRODUCT INSPECTION AND PRODUCT RETURN
 
 
The
 
Buyer
 
will
 
inspect
 
the
 
Product
 
at
 
its
 
destination
 
promptly 
upon
 
arrival.
 
The
 
Buyer
 
has
 
up
 
to
 
14
 
days
 
following
 
arrival
 
to 
inspect
 
the
 
Product,
 
subject
 
to
 
applicable
 
law.
 
If
 
a
 
Product
 
is 
believed
 
to
 
be
 
defective,
 
the
 
Buyer
 
will
 
return,
 
at
 
the
 
Buyer’s 
cost,
 
the
 
allegedly
 
defective
 
Product
 
to
 
the
 
Seller
 
accompanied 
by
  
a
  
full
  
description
  
of
  
such
  
alleged
  
defect.
  
If
  
the
  
Seller 
determines
 
that
 
any
 
returned
 
Product
 
is
 
not
 
defective,
 
the
 
Seller 
will
  
return
  
the
  
Product
  
to
  
the
  
Buyer
  
at
  
the
  
Buyer’s
  
expense, 
freight
 
collect,
 
along
 
with
 
a
 
written
 
statement
 
setting
 
forth
 
the 
Seller’s
 
conclusion
 
that
 
the
 
returned
 
Product
 
was
 
not
 
defective, 
and
  
the
  
Buyer
  
agrees
  
to
  
pay
  
the
  
Seller’s
  
reasonable
  
cost
  
of 
handling
 
and
 
testing.
 
Upon
 
determining
 
that
 
a
 
returned
 
Product 
is
   
defective,
   
and
   
subject
   
to
   
the
   
terms
   
and
   
conditions
   
of applicable
 
law,
 
the
 
Seller,
 
at
 
its
 
option
 
may:
 
(i)
 
repair
 
or
 
replace the
  
Product
  
and
  
ship
  
the
  
repaired
  
or
  
replaced
  
Product
  
to
   
the  Buyer,
 
reimburse
 
the
 
shipping
 
cost
 
of
 
returning
 
the
 
Product
 
at the
 
Seller’s
 
expense;
 
or
 
(ii)
 
refund
 
the
 
purchase
 
price
 
and
 
return  shipping
 
cost
 
(if
 
already
 
paid).
 
Any
 
replacement
 
Product
 
will be
  
warranted
  
under
  
these
  
Terms
  
for
  
the
  
remainder
  
of
  
the original
 
warranty
 
period.
 
 
7.
   
LIMITED
 
WARRANTY
 
 
The
  
Seller
  
warrants,
  
for
  
6
  
months
  
or
  
as
  
required
  
by
  
law
  
or 
regulation,
  
from
  
date
  
of
  
initial
  
shipment
  
to
  
the
  
Buyer
  
with 
respect
  
to
  
the
  
Hardware,
  
that
  
it
  
will
  
be
  
free
  
from
  
material 
defects
 
in
 
materials,
 
workmanship
 
and
 
design
 
(the
 
“Hardware 
Warranty”).
 
The
 
Seller
 
warrants,
 
for
 
1
 
month
 
or
 
as
 
required
 
by 
law
 
or
  
regulation,
  
from
 
date
  
of
  
initial
  
shipment
  
to
  
the
  
Buyer 
with
  
respect
  
to
  
the
  
Software,
  
that
  
it
  
will
  
comply
  
with
  
the 
Product’s
  
applicable
  
specifications
  
and
  
documentation
  
(the 
“Software
   
Warranty”
   
and
   
together
   
with
   
the
   
Hardware 
Warranty,
  
the
  
“Product
  
Warranty”).
  
The
  
Product
  
Warranty 
shall
  
not
  
apply
  
to,
  
normal
  
wear
  
and
  
aging
  
(i.e.
  
scratches
  
on 
plastic
  
etc.),
  
or
  
any
  
Software
  
or
  
Hardware
  
which
  
the
  
Seller 
determines
  
has,
  
by
  
the
  
Buyer
  
or
  
otherwise,
  
been
  
subject
  
to 
operating
 
or
 
environmental
 
conditions
 
not
 
in
 
accordance
 
with the
 
applicable
 
specifications,
 
or
 
have
 
otherwise
 
been
 
subject
 
of 
mishandling,
    
misuse,
    
neglect,
    
improper
    
testing,
    
repair, 
alteration
    
or
    
damage.
    
Furthermore,
    
the
    
Buyer
    
hereby 
acknowledges
  
that
  
the
  
Seller’s
  
website
  
may
  
display
  
various 
functionalities,
 
potential
 
applications
 
and
 
performance
 
options 
of
 
the
 
Product
 
(“Use
 
Concepts”).
 
These
 
represent
 
applications 
that
   
the
   
Seller
   
is
   
actively
   
working
   
to
   
develop,
   
however, 
currently
  
such
  
Use
  
Concepts
  
are
  
provided
  
for
  
demonstration 
purposes
 
and
 
are
 
intended
 
as
 
examples
 
of
 
concepts
 
rather
 
than 
specific
 
finished
 
applications.
  
The
 
Seller
 
does
 
not
 
warrant
 
that 
the
 
Product
 
will
 
actually
 
support
 
all
 
Use
 
Concepts
 
immediately 
upon
  
release.
   
The
  
Seller
  
will
  
aim
  
to
  
assist
  
developers,
  
with 
documentation
 
and
 
tools
 
but
 
is
 
not
 
required
 
to
 
provide
 
support to
 
any
 
Product
 
or
 
a
 
Buyer’s
 
product
 
which
 
contains
 
the
 
Product 
based
  
upon
  
such
  
Use
  
Concepts.
  
EXCEPT
  
AS
  
EXPRESSLY 
SET
 
FORTH
 
ABOVE,
 
THE
 
PRODUCT
 
IS
 
PROVIDED
 
“AS 
IS”,
     
AND
     
NO
     
OTHER
     
WARRANTIES,
     
EITHER 
EXPRESSED
 
OR
 
IMPLIED,
 
ARE
 
MADE
 
WITH
 
RESPECT 
TO
       
THE
       
PRODUCT,
       
INCLUDING,
       
WITHOUT 
LIMITATION,
     
THE
     
IMPLIED
     
WARRANTIES
     
OF 
MERCHANTABILITY
       
AND
       
FITNESS
       
FOR
       
A 
PARTICULAR
    
PURPOSE.
     
IN
     
THE
    
CASE
     
OF
     
A 
HARDWARE
 
WARRANTY
 
CLAIM,
 
THE
 
BUYER’S
 
SOLE 
AND
 
EXCLUSIVE
 
REMEDY
 
FOR
 
ANY
 
BREACH
 
OF
 
THE 
FOREGOING
 
LIMITED
 
HARDWARE
 
WARRANTY
 
WILL 
BE,
     
AT
     
THE
     
SELLER’S
     
OPTION,
     
SENDING
     
A 
REPLACEMENT
  
OF
  
THE
  
PRODUCT
  
OR
  
REFUNDING 
THE
  
AMOUNT
  
PAID.
  
IN
  
THE
  
CASE
  
OF
  
A
  
SOFTWARE 
WARRANTY
    
CLAIM,
    
THE
    
BUYER’S
    
SOLE
    
AND 
EXCLUSIVE
   
REMEDY
   
FOR
   
ANY
   
BREACH
   
OF
   
THE 
FOREGOING
  
LIMITED
  
SOFTWARE
  
WARRANTY
  
WILL 
BE,
  
AT
  
THE
  
SELLER’S
  
OPTION,
  
A
  
FIX,
  
PATCH
  
OR 
WORKAROUND
 
TO
 
THE
 
SOFTWARE,
 
WHICH
 
MAY
 
BE 
INCLUDED
 
IN
 
A
 
FUTURE
 
SOFTWARE
 
RELEASE,
 
AT
 
NO 
ADDITIONAL
 
CHARGE
 
OR
 
REFUNDING
 
THE
 
AMOUNT 
PAID.
  
THE
  
SELLER
  
DOES
  
NOT
  
WARRANT
  
THAT
  
THE 
OPERATION
      
OF
      
THE
      
PRODUCT
      
WILL
      
BE 
UNINTERRUPTED
 
OR
 
ERROR-FREE.
 
It
 
is
 
hereby
 
clarified 
that
 
the
 
Seller
 
does
 
not
 
provide
 
any
 
warranties
 
of
 
any
 
kind
 
to any
  
of
  
the
  
Buyer’s
  
customers
  
or
  
with
  
respect
  
to
  
the
  
Buyer’s 
products.
 
 
8.
   
INDEMNITY
 
 
If
 
any
 
Product
 
is
 
in
 
the
 
opinion
 
of
 
the
 
Seller
 
likely
 
to,
 
or
 
does, 
become
 
the
 
subject
 
of
 
a
 
claim
 
for
 
patent
 
infringement,
 
the
 
Seller 
may,
  
at
  
its
  
sole
  
option,
  
procure
  
for
  
the
  
Buyer
  
the
  
right
  
to 
continue
  
using
  
the
  
Product
  
or
  
modify
  
it
  
to
  
become
  
non- 
infringing.
  
If
  
the
  
Seller
  
is
  
not
  
reasonably
  
able
  
to
  
modify
  
or 
otherwise
 
secure
 
for
 
the
 
Buyer
 
the
 
right
 
to
 
continue
 
using
 
the 
Product,
  
the
  
Buyer
  
shall
  
return
  
the
  
Product
  
to
  
the
  
Seller
  
and cease
 
any
 
use
 
thereof
 
and
 
the
 
Seller
 
upon
 
the
 
acceptance
 
of
 
the Product
 
shall
 
refund
 
the
 
Buyer
 
the
 
amounts
 
actually
 
paid.
 
The Seller
 
shall
 
not
 
be
 
liable
 
to
 
the
 
Buyer
 
for
 
any
 
amounts,
 
damages, losses
 
or
 
expense,
 
including
 
refunds
 
of
 
the
 
Product
 
with
 
respect to
 
any
 
infringement
 
or
 
claim
 
based
 
upon:
 
(i)
 
the
 
combination
 
or incorporation
 
of
 
the
 
Product
 
with
 
other
 
products
 
not
 
supplied by
 
the
 
Seller,
 
to
 
the
 
extent
 
that
 
the
 
infringement
 
results
 
from  such
   
combination
   
or
   
incorporation
   
of
   
the
  
Product;
  
(ii)
  
the modification
 
by
 
the
 
Buyer
 
of
 
the
 
Product
  
not
 
contemplated
 
by these
  
Terms
  
or
  
authorized
  
by
  
the
  
Seller;
  
(iii)
  
the
  
Buyer’s negligence
 
or
 
willful
 
misconduct;
 
(iv)
 
any
 
use
 
by
 
the
 
Buyer
 
of a
 
Product
 
in
 
violation
 
of
 
these
 
Terms;
 
or
 
(v)
 
the
 
Buyer’s
 
use
 
of a
 
Product
 
in
 
connection
 
with
 
any
 
product
 
where
 
there
 
may
 
be reasonable
 
risk
 
to
 
human
 
life
 
or
 
bodily
 
injury.
 
In
 
all
 
the
 
cases (i)
 
through
 
(v)
 
above,
 
and
 
for
 
claims
 
by
 
third
 
parties
 
against
 
the Seller
 
related
 
to
 
use
 
of
 
the
 
Product,
 
or
 
the
 
violation
 
of
 
law
 
or regulation
  
in
  
the
  
marketing,
  
sale
  
or
  
promotion
  
of
  
any
   
the  Buyer’s
 
products,
 
the
 
Buyer
 
shall
 
hold
 
the
 
Seller
 
----------------Page (1) Break----------------
 
 
harmless
 
and indemnify
  
the
  
Seller
  
from
  
any
  
damage,
  
loss,
  
liability
  
and/or expenses
 
(including
  
reasonable
 
attorneys’
 
fees)
  
upon
  
Seller’s first
 
request.
 
 
9.
   
LIMITATION OF REMEDIES AND DAMAGES
 
 
THE
  
BUYER’S
  
SOLE
  
REMEDY
  
AND
  
THE
  
SELLER’S 
ENTIRE
 
LIABILITY
 
ARE
 
AS
 
SET
 
FORTH
 
ABOVE.
 
IN
 
NO 
EVENT
    
SHALL
    
THE
    
SELLER
    
OR
    
ANY
    
OF
    
ITS 
SUPPLIERS,
     
LICENSORS,
     
DIRECTORS,
     
OFFICERS, 
EMPLOYEES
   
OR
   
AFFILIATES
   
BE
   
LIABLE
   
TO
   
THE 
BUYER
   
FOR
   
ANY
   
CONSEQUENTIAL,
   
INCIDENTAL, 
INDIRECT,
      
SPECIAL
      
OR
      
SIMILAR
      
DAMAGES 
WHATSOEVER
  
(INCLUDING,
  
WITHOUT
  
LIMITATION, 
DAMAGES
     
FOR
     
LOSS
     
OF
     
BUSINESS
    
PROFITS, 
BUSINESS
 
INTERRUPTION
 
AND
 
THE
 
LIKE),
 
WHETHER 
FORESEEABLE
  
OR
  
UNFORESEEABLE,
  
ARISING
  
OUT 
OF
 
THE
 
USE
 
OR
 
INABILITY
 
TO
 
USE
 
THE
 
PRODUCT
 
OR 
ACCOMPANYING
             
WRITTEN
             
MATERIALS, 
REGARDLESS
  
OF
  
THE
  
BASIS
  
OF
  
THE
  
CLAIM
  
AND 
EVEN
 
IF
 
THE
 
SELLER
 
OR
  
ITS
 
REPRESENTATIVE
 
HAS 
BEEN
   
ADVISED
   
OF
   
THE
   
POSSIBILITY
   
OF
   
SUCH 
DAMAGE.
 
TO
 
THE
 
EXTENT
 
PERMITTED
 
BY
 
LAW,
 
THE 
SELLER’S
  
LIABILITY
  
TO
  
THE
  
BUYER
  
FOR
  
DIRECT 
DAMAGES
      
FOR
      
ANY
      
CAUSE
      
WHATSOEVER, 
INCLUDING
 
AS
 
RESULT
 
OF
 
BUYER’S
 
USE
 
OF
 
IN-WALL 
IMAGING
  
APPLICATIONS
  
(AS
  
DEFINED
  
BELOW)
  
OR 
OTHER
  
APPLICATIONS,
  
AND
  
REGARDLESS
  
OF
  
THE 
BASIS
   
OF
   
THE
   
FORM
   
OF
   
THE
   
ACTION,
   
WILL
   
BE 
LIMITED
 
TO
 
THE
 
AMOUNT
 
PAID
 
TO
 
THE
 
SELLER
 
FOR 
THE
   
APPLICABLE
   
PURCHASE
   
ORDER
   
THAT
   
GAVE 
RISE
  
TO
  
THE
  
CLAIM
  
OR
  
ACTION,
  
AND
  
IF
  
NO
  
SUCH 
SINGLE
 
PURCHASE
 
ORDER
 
IS
 
SO
 
APPLICABLE,
 
THEN 
THE
  
SELLER’S
  
LIABILITY
  
SHALL
  
NOT
  
EXCEED
  
THE 
AMOUNT
   
PAID
   
BY
   
THE
   
BUYER
   
TO
   
THE
   
SELLER 
HEREUNDER
     
FOR
     
THE
     
APPLICABLE
     
PRODUCT 
(EXCLUDING
  
ANY
  
TRANSPORTATION,
  
INSURANCE, 
TAXES,
    
DUTIES
    
AND
    
OTHER
    
CHARGES).
    
Some 
jurisdictions
 
do
 
not
 
allow
 
the
 
exclusion
 
of
 
certain
 
warranties
 
or 
the
 exclusion  
or
  
limitation
  
of
  
liability
  
for
  
consequential
  
or 
incidental
  
damages,
  
so
  
the
  
warranties
  
and
  
limitations
  
above 
may
 
not
 
apply
 
to
 
the
 
Buyer.
 
 
10.
 
INTELLECTUAL PROPERTY AND LICENSE
 
 
As
 between  
the
  
parties,
  
all
  
right,
  
title
  
and
  
interest
  
to
  
any 
intellectual
 
property
 
rights
 
embodied
 
in
 
the
 
Product
 
(including 
the
   
Software)
   
and
   
all
   
inventions,
   
works
   
of
   
authorship, 
derivative
 
works,
 
developments
 
or
 
improvements
 
thereof
 
(all
 
of 
the
  
foregoing,
  
the
  
“Seller
  
IP”)
  
shall
  
remain
  
with
  
the
  
Seller. 
Subject
 
to
 
the
 
terms
 
and
 
conditions
 
of
 
these
 
Terms,
 
the
 
Seller 
grants
  
the
  
Buyer
  
a
  
limited,
  
non
-e
xclusive,
  
non
-t
ransferable 
license,
 
without
 
the
 
right
 
to
 
sublicense,
 
to:
 
(a)
 
integrate,
 
without 
modification,
 
the
 
Product
 
and
 
related
 
documentation
 
within
 
the 
Buyer’s
 
product/s;
 
(b)
 
except
 
as
 
permitted
 
under
 
the
 
Software’s 
End
   
User
   
License,
   
to
   
distribute
   
the
   
Product
   
and
   
related 
documentation
 
only
 
as
 
part
 
of
 
the
 
Buyer’s
 
products
 
and
 
related 
documentation
  
and
  
not
  
as
  
a
  
stand-alone
  
product;
  
and
  
(c) 
internally
 
use
 
the
 
Product
 
and
 
related
 
documentation
 
solely
 
for 
its
 
personal
 
non-commercial
 
use
 
and
 
in
 
compliance
 
with
 
these 
Terms.
   
For
   
the
 avoidance   
of
  
doubt,
   
the
  
Buyer
   
shall
   
not 
distribute
 
or
 
re-sell
 
the
 
Product
 
‘as
 
is’.
 
 
Furthermore,
 
the
 
Buyer
 
may
 
provide
 
suggestions,
 
comments
 
or 
other
   
feedback
   
to
   
the
   
Seller
   
regarding
   
the
   
Product,
   
its 
technology
  
and
  
business,
  
including
  
but
  
not
  
limited
  
to,
  
new 
features,
 
functionality,
 
techniques
 
or
 
business
 
methods
 
whether 
by
  
mail,
  
through
  
any
 
blog
  
or
  
survey
 
system
  
managed
  
by
 
the 
Seller
 
or
 
in
 
any
 
other
 
manner
 
(“Feedback”).
 
The
 
Seller
 
highly 
values
 
and
 
appreciates
 
Feedback
 
and
 
will
 
use
 
it,
 
among
 
other 
things,
 
to
 
improve
 
the
 
Product
 
and
 
foster
 
collaborative
 
group 
projects
 
within
 
the
 
community.
   
As
 
a
 
result
 
all
 
comments
 
and 
suggestions
   
are
      
granted
   
to
   
the
   
Seller
   
and
   
any
   
of
   
its 
representatives
 
a
 
perpetual,
 
worldwide,
 
no-charge,
 
royalty-free, 
irrevocable,
   
non-exclusive
   
license
   
to
   
reproduce,
   
prepare 
derivative
   
works
   
of,
   
publicly
   
display,
   
publicly
   
perform, 
sublicense,
  
and
  
distribute
  
the
  
Buyer’s
  
Feedback
  
and
  
such 
derivative
 
works.
  
The
 
Buyer
 
further
 
hereby
 
grants
 
to
 
the
 
Seller 
and
  
to
 
representatives
 
a
 
perpetual,
  
worldwide,
 
non-exclusive, 
no-charge,
  
royalty-free,
  
irrevocable
  
patent
  
license
  
to
  
make, 
have
 
made,
 
use,
 
offer
 
to
 
sell,
 
sell,
 
import,
 
and
 
otherwise
 
transfer 
the
 
Buyer’s
 
Feedback,
 
where
 
such
 
license
 
applies
 
to
 
the
 
Buyer’s 
patent
  
claims
  
(including
  
any
  
patent
  
claims
  
of
  
the
  
Buyer’s 
affiliates)
 
that
 
are
 
related
 
to
 
the
 
Buyer’s
 
Feedback
 
or
 
that
 
are 
necessarily
   
infringed
   
by
   
the
   
Buyer’s
   
Feedback.
   
Without 
derogating
 
from
 
the
 
above,
 
the
 
Buyer
 
hereby
 
waives
 
any
 
right to
  
the
  
Feedback,
  
including
  
but
  
not
  
limited
  
to,
  
any
  
right
  
for 
royalties
 
or
 
any
 
other
 
consideration.
 
The
 
Buyer
 
represents
 
that 
the
 
Buyer
 
is
 
legally
 
entitled
 
to
 
grant
 
the
 
above
 
licenses.
 
If
 
the 
Buyer’s
 
employer(s)
 
has
 
rights
 
to
 
intellectual
 
property
 
that
 
the 
Buyer
  
creates
  
that
  
includes
  
the
  
Buyer’s
  
Feedback,
  
the
  
Buyer 
represents
  
that
  
the
  
Buyer
  
has
  
received
  
permission
  
to
  
provide 
Feedback
 
on
 
behalf
 
of
 
that
 
employer,
 
that
 
the
 
Buyer’s
 
employer 
has
 
waived
 
such
 
rights
 
for
 
the
 
Buyer’s
 
Feedback
 
to
 
the
 
Seller, or
 
that
 
the
 
Buyer’s
 
employer
 
has
 
executed
 
these
 
Terms.
 
 
11.
 
HIGH RISK ACTIVITIES AND IN-WALL IMAGING 
APPLICATIONS
 
 
The
 
Buyer
  
hereby
 
acknowledges
 
that
 
the
 
Product
 
is
 
not
 
fault 
tolerant
 
and
 
is
 
not
 
designed,
 
manufactured,
 
or
 
intended
 
for
 
use 
or
 
resale
 
as
 
on-line
 
control
 
equipment
 
in
 
hazardous
 
or
 
high
 
risk 
environments
  
and
  
activities
  
requiring
  
fail-safe
  
performance 
(such
    
as
    
in
    
the
    
operation
    
of
    
aircraft
    
navigation
    
or 
communication
 
systems,
 
air
 
traffic
 
control,
 
direct
 
life
 
support 
machines,
  
or
  
weapons
  
systems)
  
in
  
which
  
the
  
failure
  
of
  
the 
Product
 
could
 
lead
 
directly
 
to
 
death,
 
personal
 
injury,
 
or
 
severe 
physical
 
or
 
environmental
 
damage,
 
and
 
the
 
Buyer
 
hereby
 
agrees 
not
 
to
 
use
 
or
 
allow
 
the
 
use
 
of
 
the
 
Product
 
or
 
any
 
portion
 
thereof 
for,
 
or
 
in
 
connection
 
with,
 
any
 
such
 
environment
 
or
 
activity.
 
 
As
 a condition  
for
  
making
  
use
  
of
  
the
  
Product
  
for
  
in-wall 
imaging
 
applications
 
(“In-Wall
 
Imaging
 
Applications”),
  
the 
Buyer
 
hereby
 
acknowledges
 
and
 
confirms
 
that
 
it
 
may
 
not
 
detect 
live
 
wires,
 
pipes
 
or
 
similar
 
objects
 
and
 
substances,
 
such
 
as,
 
but 
not
 
limited
 
to,
 
wires
 
in
 
a
 
metal
 
conduit
 
or
 
behind
 
metalized
 
or 
conductive
 
surfaces
 
and/or
 
pipes.
 
The
 
Buyer
 
acknowledges
 
that 
the
 
Product
 
should
 
not
 
be
 
relied
 
on
 
exclusively
 
to
 
locate
 
items 
below
 
a
 
scanned
 
surface
 
and
 
other
 
information
 
sources
 
should be
 
used  
to
  
help
  
locate
  
items
  
before
  
penetrating
  
a
  
scanned 
surface,
   
including,
   
without
   
limitation,
   
construction
   
plans, 
visible
 
points
 
of
 
entry
 
of
 
pipes
 
and
 
wiring
 
into
 
walls.
 
Prior
 
to 
penetrating
 
a
 
surface
 
(such
 
as
 
with
 
a
 
drill,
 
router,
 
saw
 
or
 
nail), 
the
 
Buyer
 
shall
 
exercise
 
extreme
 
caution
 
and
 
safety,
 
including, 
but
 not  
limited
  
to,
  
shutting
  
off
  
the
  
electrical
  
power,
  
gas
  
and 
----------------Page (2) Break----------------
 
 
water
 
supplies.
 
The
 
Buyer
 
acknowledges
 
that
 
cutting
 
or
 
drilling 
into
 
these
 
items
 
when
 
operational
 
can
 
result
 
in
 
personal
 
injury or
 
physical
 
damage.
 
Buyer
 
shall
 
ensure
 
that
 
any
 
third
 
party
 
that 
operates
 
the
 
Product
 
is
 
aware
 
of
 
these
 
Terms,
 
including,
 
without 
limitation,
 
this
 
Section.
 
 
12. EXPORT & IMPORT COMPLIANCE 
 
The Buyer shall not transfer, export or re-export any Product or 
part thereof (collectively “goods”), or any related technology 
except in full compliance with export controls administered by 
the
 
U.S.,
 
EU,
 
and
 
Israel, and
 
any
 
other
 
applicable
 
import
 
and
 
use
 
restrictions.
 
The
 
Buyer shall
  
be
  
solely
 
responsible
  
for
  
ensuring
   
compliance
   
with
   
and
   
obtaining
 
all
 
required
 
approvals
 
to
 
facilitate
 
the
 
export
 
of
 
any Products,
 
including
 
outside
 
of
 
the
 
U.S.
 
and
 
Israel.
 
 
The goods will be imported on behalf of the Buyer. The Buyer 
authorizes the Seller to import the goods on its behalf. Further, 
the Buyer agrees that the Seller may delegate the obligation to 
import the goods on its behalf to a subcontractor (e.g., customs 
broker). The Buyer will pay the taxes and duties in addition with 
the purchase price of the goods.
 
 
13. CONSUMER LAWS 
 
Despite  any  other  section  of  these  Terms,  if  any  legislation 
affects  your rights  under  these Terms (a  “Consumer  Law”), 
then to the extent that any term or  section contained in these 
Terms: (i) becomes void or unenforceable for any reason; or (ii) 
would be unfair under the applicable Consumer Law if applied 
or relied upon in a particular way; that term or section shall be 
severed  such  that  all  remaining  terms  and  sections  of  these 
Terms  shall  continue  to  be  in  full  force  and  effect  and  be 
unaffected by the severance of any other term or provision. No 
section  of  these  Terms  excludes  or  modifies  any  right  or 
remedy, or any guarantee, warranty or other term or condition 
implied  or  imposed  by  any  Consumer  Law  which  cannot 
lawfully be excluded, limited or modified.
 
 
14. GENERAL 
 
These Terms shall constitute the final, complete and exclusive 
agreement of the parties with respect to all sales of Product by 
the  Seller  to  the  Buyer  and  shall  supersede  all  prior  offers, 
negotiations, understandings and agreements. No additional or 
different terms or conditions, whether material or immaterial, 
shall become a part of any agreement, including these Terms, 
unless expressly accepted in writing by an authorized officer of 
the Seller. These Terms are not assignable by the Buyer. These 
Terms are binding on the parties and their respective successors 
and permitted assigns. Any waiver by the Seller of one or more 
of these terms and conditions or any defaults hereunder shall not 
constitute a waiver of the remaining terms and conditions or of 
any future defaults hereunder. No failure or delay on the part of 
the Seller in exercising or enforcing any right hereunder shall 
operate as a waiver thereof or preclude any other exercise or 
enforcement of rights hereunder. Any provision of these Terms 
that is prohibited or unenforceable under applicable law shall be    
ineffective    to    the    extent    of    such    prohibition    or 
unenforceability,    without    impairing    or    invalidating    the 
remaining  provisions  of  these  terms  and  conditions.  These 
Terms and all performance and disputes arising out of or related 
to goods in question, shall be governed by the laws of the State 
of Israel, without reference to conflict of laws principles. The 
parties hereby irrevocably agree to submit any claim arising out 
of  or  related  to  these  terms  and  conditions  to  the  competent 
courts of Tel-Aviv. 
 
Last updated: May 31, 2020
 
 
 
 
 
----------------Page (3) Break----------------
 
 
Terms and Conditions for Sale and Use 
 
WARNING:
 
Please
 
read
 
these
 
Terms
 
and
 
Conditions
 
for
 
Sale 
and
 
Use
 
(“Terms”)
 
carefully.
 
Failure
 
to
 
follow
 
all
 
of
 
the
 
safety 
and
  
usage
  
instructions
  
in
  
these
  
Terms
  
may
  
result
  
in
  
electric 
shock,
 
fire
 
and/or
 
serious
 
injury.
 
SAVE
 
THESE
 
TERMS.
 
 
These
 
Terms
 
are
 
the
 
terms
 
and
 
conditions
 
upon
 
which
 
Vayyar 
Imaging
 
Ltd.
 
and
 
its
 
affiliates
 
(collectively,
 
the
 
“Seller”)
 
makes 
all
  
sales
  
of
  
the
  
Seller’s
  
3D
  
imaging
  
sensor
  
board
  
known
  
as 
Walabot
     
sensor
     
(“Hardware”),
     
its
     
related
     
software
 
(“Software”)
 
and
 
any
 
and
 
all
 
ancillary
 
products
 
(collectively, the
 
“Product”)
 
and
 
constitute
 
an
 
agreement
 
between
 
the
 
Seller and
   
the
   
entity
   
purchasing
   
the
   
Product
   
(the
   
“Buyer”). 
Acceptance
 
of
 
all
 
purchase
 
orders
 
is
 
expressly
 
made
 
conditional 
upon
 
these
 
Terms,
 
without
 
modification
 
or
 
addition.
 
The
 
Seller 
expressly
  
disclaims
  
any
  
other
  
terms
  
and
  
conditions
  
of
  
sale. 
Notwithstanding
 
anything
 
herein
 
to
 
the
 
contrary,
 
any
 
download, 
acceptance
 
or
 
use
 
by
 
the
 
buyer
 
of
 
any
 
Product
 
and/or
 
Software 
shall
 
constitute
 
an
 
irrevocable
 
acceptance
 
of
 
these
 
Terms.
 
The 
Seller
 
hereby
 
reserves
 
the
 
right
 
to
 
modify
 
these
 
Terms
 
at
 
any 
time.
 
If
 
the
 
Buyer
  
disagrees
 
to
  
be
 
bound
  
by
 
these
 
Terms
  
the 
Buyer
 
will
 
cease
 
any
 
use
 
of
 
the
 
Product.
 
 
1.
   
ORDERING
 
 
The
  
Buyer
  
shall
  
order
  
the
  
Product
  
by
  
issuing
  
an
  
irrevocable 
purchase
 
order
 
in
 
a
 
form
 
acceptable
 
to
 
the
 
Seller
 
which
 
may
 
be 
accepted
 
or
 
rejected
 
by
 
the
 
Seller,
 
subject
 
to
 
availability
 
or
 
other 
reasonable
 
reasons.
 
The
 
Seller
 
will
 
use
 
reasonable
 
commercial 
efforts
 
to
 
approve
 
or
 
reject
 
purchase
 
orders
 
within
 
10
 
business 
days
 
and
 
in
 
case
 
of
 
no
 
response
 
it
 
shall
 
be
 
deemed
 
as
 
rejection. 
The
  
Seller
  
shall
  
have
  
no
  
liability
  
to
  
the
  
Buyer
  
as
  
a
  
result
  
of refusal
 
of
 
any
 
such
 
orders
 
submitted.
 
No
 
order
 
shall
 
bind
 
the 
Seller
 
until
 
accepted
 
by
 
its
 
authorized
 
representative.
 
Following 
acceptance,
    
this
    
purchase
    
order
    
may
   
be
    
cancelled
    
or 
rescheduled
  
by
  
the
  
Seller
  
for
  
reasonable
  
reason
  
at
  
any
  
stage 
before
  
receiving
  
shipment
  
notification.
  
Each
  
purchase
  
order 
shall
  
include
  
a
  
description
  
of
  
the
  
ordered
  
Product,
  
quantity 
(which
 
shall
 
not
 
exceed
 
10
 
Product
 
units
 
per
 
buyer),
 
total
 
cost in
 
accordance
 
with
 
the
 
Seller’s
 
applicable
 
quotation,
 
shipping 
location
 
and
 
method
 
of
 
payment.
 
If
 
the
 
terms
 
and
 
conditions
 
of 
the
 
Buyer
 
purchase
 
order
 
conflict,
 
in
 
whole
 
or
 
in
 
part,
 
with
 
the 
provisions
 
of
 
these
 
Terms,
 
such
 
terms
 
and
 
conditions
 
set
 
forth in
  
the
  
Buyer
  
purchase
  
orders
  
shall
  
be
  
of
  
no
  
force
  
or
  
effect 
whatsoever.
 
In
 
the
 
event
 
that
 
the
 
Buyer
 
is
 
interested
 
in
 
ordering 
more
 
than
 
10
 
Product
 
units,
 
the
 
Buyer
 
may
 
contact
 
the
 
Seller
 
at 
support@walabot.com.
 
 
2.
   
PRICE AND PAYMENT
 
 
Prices
 
for
 
the
 
Product
 
are
 
set
 
forth
 
in
 
the
 
Seller’s
 
website,
 
at 
www.walabot.com.
 
All
 
prices
 
are
 
exclusive
 
of
 
insurance,
 
duties 
and
 
other
 
charges
 
related
 
thereto.
 
All
 
prices
 
are
 
also
 
exclusive of
 
shipping
 
costs
 
unless
 
otherwise
 
noted
 
on
 
the
 
Seller’s
 
website. 
Such
 
charges
 
when
 
applicable
 
will
 
appear
 
as
 
separate
 
additional 
items
 
on
 
the
 
quotation
 
and
 
invoice.
 
Unless
 
otherwise
 
specified 
by
  
the
  
Seller
  
in
  
writing,
  
payment
  
terms
  
are
  
in
  
United
  
States 
Dollars,
  
upon
  
the
  
purchase
  
of
  
the
  
Product.
  
The
  
Seller,
  
at
  
its discretion,
   
may
   
require
   
reasonable
   
advance
   
assurances
   
of  payment
 
through
 
irrevocable
 
bank
 
letters
 
of
 
credit
 
or
 
otherwise. Even
  
after
  
the
  
Seller’s
  
acceptance
  
of
  
an
  
order,
  
shipments
  
or deliveries
 
will,
 
at
 
all
 
times,
 
be
 
subject
 
to
 
the
 
Seller’s
 
approval and
 
the
 
Seller
 
may
 
at
 
any
 
time
 
decline
 
to
 
make
 
any
 
shipments or
 
deliveries
 
until
 
receipt
 
of
 
payment
 
or
 
upon
 
additional
 
terms and
  
conditions
  
or
  
security
  
are
  
satisfactory
  
to
  
the
  
Seller.
  
The buyer
 
shall
 
not
 
have
 
the
 
right
 
to
 
any
 
set-off
 
with
 
respect
 
to
 
any due
 
payment.
 
The
 
Seller
 
reserves
 
the
 
right
 
to
 
declare
 
all
 
sums immediately
 
due
 
and
 
payable
 
hereunder
 
for
 
any
 
breach
 
of
 
these
 
 
Terms
  
including,
  
without
  
limitation,
  
failure
  
to
  
comply
  
with 
credit
 
terms.
 
 
3.
   
TAXES
 
 
All
 
amounts
 
paid
 
hereunder
 
are
 
net
 
and
 
exclusive
 
of
 
any
 
taxes, 
including
 
value
 
added
 
tax,
 
sales
 
tax
 
or
 
withholding
 
tax,
 
all
 
of 
which
 
shall
 
be
 
the
 
responsibility
 
of
 
the
 
Buyer.
 
 
4.
   
TITLE AND DELIVERY
 
 
Title
 
and
 
the
 
risk
 
of
 
loss
 
or
 
damage
 
to
 
the
 
Product
 
shall
 
pass
 
to 
the
 
Buyer
 
upon
 
delivery
 
of
 
Product
 
to
 
a
 
common
 
carrier
 
at
 
the 
Seller’s
 
shipment
 
facility,
 
carrier
 
acting
 
as
 
the
 
Buyer
 
agent.
 
The 
Seller
 
may
 
choose
 
the
 
method
 
of
 
shipment
 
in
 
its
 
discretion.
 
If the
  
Buyer
  
delays
  
shipment,
  
any
  
Products
  
held
  
for
  
the
  
Buyer 
during
 
any
 
such
 
delay
 
shall
 
be
 
at
 
the
 
Buyer’s
 
risk
 
and
 
expense. 
The
 
Seller
 
shall
 
make
 
commercially
 
reasonable
 
efforts
 
to
 
meet 
the
  
date(s)
   
quoted
  
or
   
acknowledged;
  
however,
   
the
  
Buyer 
understands
 
that
 
delivery
 
is
 
dependent
 
on
 
third
 
parties
 
which are
 
outside
 
the
 
Seller’s
 
control
 
and
 
thus,
 
in
 
no
 
event
 
will
 
the Seller
 
be
 
liable
 
for
 
any
 
delays.
 
In
 
the
 
event
 
of
 
any
 
such
 
delay, the
 
date
 
of
 
delivery
 
shall
 
automatically
 
be
 
extended
 
for
 
a
 
period equal
 
to
 
the
 
time
 
lost
 
by
 
reason
 
of
 
the
 
delay.
 
In
 
the
 
event
 
that the
 
Seller
 
for
 
any
 
reason,
 
has
 
insufficient
 
supplies
 
of
 
Product
 
to meet
 
future
 
demand
 
or
 
accepted
 
offers,
 
the
 
Seller
 
shall
 
contact the
 
Buyer
 
within
 
a
 
reasonable
 
time
 
and
 
offer
 
the
 
Buyer
 
to
 
either: (i)
  
cancel
  
the
  
order
  
in
  
which
  
case
  
the
  
Seller
  
shall
  
refund
  
the Buyer
  
all
  
amounts
  
paid;
  
or
  
(ii)
  
wait
  
until
  
the
  
Seller
  
has
  
the Product
  
in
  
stock
  
in
  
which
  
case
  
the
  
Buyer
  
shall
  
deliver
  
the Product
  
to
  
the
  
Buyer
  
once
  
in
  
stock
  
(and
  
hold
  
the
  
Buyer’s payment).
 
 
5.
   
RESTRICTIONS
 
 
Except
  
as
  
explicitly
  
provided
  
in
  
these
  
Terms
  
or
  
expressly 
permitted
  
by
  
applicable
  
law,
  
the
  
Seller
  
does
  
not
  
permit
  
or 
authorize
 
distributors,
 
end
 
users
 
or
 
any
 
other
 
third
 
party
 
to:
 
(a) 
disassemble
  
or
  
reverse
  
engineer
  
the
  
Product,
  
including
  
the 
Software;
   
(b)
   
copy,
   
modify,
   
enhance
   
or
   
otherwise
   
create 
derivative
 
works
 
of
 
the
 
Product;
 
(c)
 
tamper
 
with
 
any
 
security 
features
 
of
 
the
 
Product;
 
or
 
(d)
 
remove
 
any
 
notices
 
(including 
copyright
  
or
  
patent
  
notices)
  
from
  
the
  
Product.
  
The
  
Buyer 
represents
  
and
  
warrants
  
that
  
no
  
Product
  
will
  
be
  
used,
  
made 
available
 
for
 
use,
 
or
 
diverted
 
to
 
use
 
in
 
any
 
activities
 
relating
 
to 
the
      
construction,
      
design,
      
development,
      
fabrication, 
maintenance,
   
operation,
   
stockpiling,
   
testing
  
or
   
use
  
of:
  
(i) 
nuclear
 
weapons
 
or
 
nuclear
 
explosive
 
devices,
 
or
 
facilities
 
or 
components
 
of
 
facilities
 
for
 
chemical
 
processing
 
of
 
irradiated 
special
  
nuclear
  
or
  
source
  
material,
  
heavy
  
water
  
production, 
separation
 
of
 
isotopes
 
of
 
source
 
and
 
special
 
nuclear
 
material,
 
or 
fabrication
  
of
  
nuclear
  
reactor
  
fuel
  
containing
  
plutonium,
  
or 
safeguarded
  
or
 
unsafeguarded
  
nuclear
  
facilities;
 
(ii)
  
maritime 
nuclear
 
propulsion
 
projects
 
including
 
any
 
machinery,
 
devices, 
components
 
or
 
equipment
  
specifically
 
developed
  
or
 
designed 
for
 
use
 
in
 
such
 
plants
 
or
 
facilities;
 
(iii)
 
chemical
 
or
 
biological 
----------------Page (0) Break----------------
 
 
weapons,
 
or
   
their
 
precursors,
 
or
 
any
 
other
  
weapons
 
of
  
mass 
destruction;
 
(iv)
 
rocket
 
systems
 
or
 
ballistic
 
missile
 
systems
 
or 
any
 
other
 
weapon
 
whatsoever;
 
or
 
(v)
 
any
 
other
 
activities
 
or
 
uses 
which
 
do
 
not
 
comply
 
with
 
applicable
 
laws.
 
The
 
Buyer
 
further 
represents
  
and
  
warrants
  
that
  
the
  
Product
  
will
  
be
  
used,
  
made 
available
  
for
  
use,
  
or
  
diverted
  
only
  
to
  
territories
  
which
  
are 
covered
 
by
 
the
 
regulatory
 
approval
 
of
 
the
 
country
 
of
 
shipment. 
The
  
Buyer
  
represents
  
and
  
warrants
  
that
  
the
  
Product
  
or
  
the 
underlying
   
intellectual
   
property
   
rights
   
will
   
not
   
be
   
made 
available:
  
(1)
  
to
  
persons
  
or
  
entities
  
that
  
commit,
  
threaten
  
to 
commit
 
or
 
support
 
terrorism;
 
or
 
(2)
 
to
 
the
 
following
 
countries: 
North
 
Korea,
 
Iran,
 
Syria,
 
Lebanon,
 
Cuba,
 
Iraq,
 
Libya
 
and
 
the 
Palestinian
 
Authority
 
without
 
the
 
prior
 
written
 
consent
 
of
 
the 
Seller.
 
 
6.
   
PRODUCT INSPECTION AND PRODUCT RETURN
 
 
The
 
Buyer
 
will
 
inspect
 
the
 
Product
 
at
 
its
 
destination
 
promptly 
upon
 
arrival.
 
The
 
Buyer
 
has
 
up
 
to
 
14
 
days
 
following
 
arrival
 
to 
inspect
 
the
 
Product,
 
subject
 
to
 
applicable
 
law.
 
If
 
a
 
Product
 
is 
believed
 
to
 
be
 
defective,
 
the
 
Buyer
 
will
 
return,
 
at
 
the
 
Buyer’s 
cost,
 
the
 
allegedly
 
defective
 
Product
 
to
 
the
 
Seller
 
accompanied 
by
  
a
  
full
  
description
  
of
  
such
  
alleged
  
defect.
  
If
  
the
  
Seller 
determines
 
that
 
any
 
returned
 
Product
 
is
 
not
 
defective,
 
the
 
Seller 
will
  
return
  
the
  
Product
  
to
  
the
  
Buyer
  
at
  
the
  
Buyer’s
  
expense, 
freight
 
collect,
 
along
 
with
 
a
 
written
 
statement
 
setting
 
forth
 
the 
Seller’s
 
conclusion
 
that
 
the
 
returned
 
Product
 
was
 
not
 
defective, 
and
  
the
  
Buyer
  
agrees
  
to
  
pay
  
the
  
Seller’s
  
reasonable
  
cost
  
of 
handling
 
and
 
testing.
 
Upon
 
determining
 
that
 
a
 
returned
 
Product 
is
   
defective,
   
and
   
subject
   
to
   
the
   
terms
   
and
   
conditions
   
of applicable
 
law,
 
the
 
Seller,
 
at
 
its
 
option
 
may:
 
(i)
 
repair
 
or
 
replace the
  
Product
  
and
  
ship
  
the
  
repaired
  
or
  
replaced
  
Product
  
to
   
the  Buyer,
 
reimburse
 
the
 
shipping
 
cost
 
of
 
returning
 
the
 
Product
 
at the
 
Seller’s
 
expense;
 
or
 
(ii)
 
refund
 
the
 
purchase
 
price
 
and
 
return  shipping
 
cost
 
(if
 
already
 
paid).
 
Any
 
replacement
 
Product
 
will be
  
warranted
  
under
  
these
  
Terms
  
for
  
the
  
remainder
  
of
  
the original
 
warranty
 
period.
 
 
7.
   
LIMITED
 
WARRANTY
 
 
The
  
Seller
  
warrants,
  
for
  
6
  
months
  
or
  
as
  
required
  
by
  
law
  
or 
regulation,
  
from
  
date
  
of
  
initial
  
shipment
  
to
  
the
  
Buyer
  
with 
respect
  
to
  
the
  
Hardware,
  
that
  
it
  
will
  
be
  
free
  
from
  
material 
defects
 
in
 
materials,
 
workmanship
 
and
 
design
 
(the
 
“Hardware 
Warranty”).
 
The
 
Seller
 
warrants,
 
for
 
1
 
month
 
or
 
as
 
required
 
by 
law
 
or
  
regulation,
  
from
 
date
  
of
  
initial
  
shipment
  
to
  
the
  
Buyer 
with
  
respect
  
to
  
the
  
Software,
  
that
  
it
  
will
  
comply
  
with
  
the 
Product’s
  
applicable
  
specifications
  
and
  
documentation
  
(the 
“Software
   
Warranty”
   
and
   
together
   
with
   
the
   
Hardware 
Warranty,
  
the
  
“Product
  
Warranty”).
  
The
  
Product
  
Warranty 
shall
  
not
  
apply
  
to,
  
normal
  
wear
  
and
  
aging
  
(i.e.
  
scratches
  
on 
plastic
  
etc.),
  
or
  
any
  
Software
  
or
  
Hardware
  
which
  
the
  
Seller 
determines
  
has,
  
by
  
the
  
Buyer
  
or
  
otherwise,
  
been
  
subject
  
to 
operating
 
or
 
environmental
 
conditions
 
not
 
in
 
accordance
 
with the
 
applicable
 
specifications,
 
or
 
have
 
otherwise
 
been
 
subject
 
of 
mishandling,
    
misuse,
    
neglect,
    
improper
    
testing,
    
repair, 
alteration
    
or
    
damage.
    
Furthermore,
    
the
    
Buyer
    
hereby 
acknowledges
  
that
  
the
  
Seller’s
  
website
  
may
  
display
  
various 
functionalities,
 
potential
 
applications
 
and
 
performance
 
options 
of
 
the
 
Product
 
(“Use
 
Concepts”).
 
These
 
represent
 
applications 
that
   
the
   
Seller
   
is
   
actively
   
working
   
to
   
develop,
   
however, 
currently
  
such
  
Use
  
Concepts
  
are
  
provided
  
for
  
demonstration 
purposes
 
and
 
are
 
intended
 
as
 
examples
 
of
 
concepts
 
rather
 
than 
specific
 
finished
 
applications.
  
The
 
Seller
 
does
 
not
 
warrant
 
that 
the
 
Product
 
will
 
actually
 
support
 
all
 
Use
 
Concepts
 
immediately 
upon
  
release.
   
The
  
Seller
  
will
  
aim
  
to
  
assist
  
developers,
  
with 
documentation
 
and
 
tools
 
but
 
is
 
not
 
required
 
to
 
provide
 
support to
 
any
 
Product
 
or
 
a
 
Buyer’s
 
product
 
which
 
contains
 
the
 
Product 
based
  
upon
  
such
  
Use
  
Concepts.
  
EXCEPT
  
AS
  
EXPRESSLY 
SET
 
FORTH
 
ABOVE,
 
THE
 
PRODUCT
 
IS
 
PROVIDED
 
“AS 
IS”,
     
AND
     
NO
     
OTHER
     
WARRANTIES,
     
EITHER 
EXPRESSED
 
OR
 
IMPLIED,
 
ARE
 
MADE
 
WITH
 
RESPECT 
TO
       
THE
       
PRODUCT,
       
INCLUDING,
       
WITHOUT 
LIMITATION,
     
THE
     
IMPLIED
     
WARRANTIES
     
OF 
MERCHANTABILITY
       
AND
       
FITNESS
       
FOR
       
A 
PARTICULAR
    
PURPOSE.
     
IN
     
THE
    
CASE
     
OF
     
A 
HARDWARE
 
WARRANTY
 
CLAIM,
 
THE
 
BUYER’S
 
SOLE 
AND
 
EXCLUSIVE
 
REMEDY
 
FOR
 
ANY
 
BREACH
 
OF
 
THE 
FOREGOING
 
LIMITED
 
HARDWARE
 
WARRANTY
 
WILL 
BE,
     
AT
     
THE
     
SELLER’S
     
OPTION,
     
SENDING
     
A 
REPLACEMENT
  
OF
  
THE
  
PRODUCT
  
OR
  
REFUNDING 
THE
  
AMOUNT
  
PAID.
  
IN
  
THE
  
CASE
  
OF
  
A
  
SOFTWARE 
WARRANTY
    
CLAIM,
    
THE
    
BUYER’S
    
SOLE
    
AND 
EXCLUSIVE
   
REMEDY
   
FOR
   
ANY
   
BREACH
   
OF
   
THE 
FOREGOING
  
LIMITED
  
SOFTWARE
  
WARRANTY
  
WILL 
BE,
  
AT
  
THE
  
SELLER’S
  
OPTION,
  
A
  
FIX,
  
PATCH
  
OR 
WORKAROUND
 
TO
 
THE
 
SOFTWARE,
 
WHICH
 
MAY
 
BE 
INCLUDED
 
IN
 
A
 
FUTURE
 
SOFTWARE
 
RELEASE,
 
AT
 
NO 
ADDITIONAL
 
CHARGE
 
OR
 
REFUNDING
 
THE
 
AMOUNT 
PAID.
  
THE
  
SELLER
  
DOES
  
NOT
  
WARRANT
  
THAT
  
THE 
OPERATION
      
OF
      
THE
      
PRODUCT
      
WILL
      
BE 
UNINTERRUPTED
 
OR
 
ERROR-FREE.
 
It
 
is
 
hereby
 
clarified 
that
 
the
 
Seller
 
does
 
not
 
provide
 
any
 
warranties
 
of
 
any
 
kind
 
to any
  
of
  
the
  
Buyer’s
  
customers
  
or
  
with
  
respect
  
to
  
the
  
Buyer’s 
products.
 
 
8.
   
INDEMNITY
 
 
If
 
any
 
Product
 
is
 
in
 
the
 
opinion
 
of
 
the
 
Seller
 
likely
 
to,
 
or
 
does, 
become
 
the
 
subject
 
of
 
a
 
claim
 
for
 
patent
 
infringement,
 
the
 
Seller 
may,
  
at
  
its
  
sole
  
option,
  
procure
  
for
  
the
  
Buyer
  
the
  
right
  
to 
continue
  
using
  
the
  
Product
  
or
  
modify
  
it
  
to
  
become
  
non- 
infringing.
  
If
  
the
  
Seller
  
is
  
not
  
reasonably
  
able
  
to
  
modify
  
or 
otherwise
 
secure
 
for
 
the
 
Buyer
 
the
 
right
 
to
 
continue
 
using
 
the 
Product,
  
the
  
Buyer
  
shall
  
return
  
the
  
Product
  
to
  
the
  
Seller
  
and cease
 
any
 
use
 
thereof
 
and
 
the
 
Seller
 
upon
 
the
 
acceptance
 
of
 
the Product
 
shall
 
refund
 
the
 
Buyer
 
the
 
amounts
 
actually
 
paid.
 
The Seller
 
shall
 
not
 
be
 
liable
 
to
 
the
 
Buyer
 
for
 
any
 
amounts,
 
damages, losses
 
or
 
expense,
 
including
 
refunds
 
of
 
the
 
Product
 
with
 
respect to
 
any
 
infringement
 
or
 
claim
 
based
 
upon:
 
(i)
 
the
 
combination
 
or incorporation
 
of
 
the
 
Product
 
with
 
other
 
products
 
not
 
supplied by
 
the
 
Seller,
 
to
 
the
 
extent
 
that
 
the
 
infringement
 
results
 
from  such
   
combination
   
or
   
incorporation
   
of
   
the
  
Product;
  
(ii)
  
the modification
 
by
 
the
 
Buyer
 
of
 
the
 
Product
  
not
 
contemplated
 
by these
  
Terms
  
or
  
authorized
  
by
  
the
  
Seller;
  
(iii)
  
the
  
Buyer’s negligence
 
or
 
willful
 
misconduct;
 
(iv)
 
any
 
use
 
by
 
the
 
Buyer
 
of a
 
Product
 
in
 
violation
 
of
 
these
 
Terms;
 
or
 
(v)
 
the
 
Buyer’s
 
use
 
of a
 
Product
 
in
 
connection
 
with
 
any
 
product
 
where
 
there
 
may
 
be reasonable
 
risk
 
to
 
human
 
life
 
or
 
bodily
 
injury.
 
In
 
all
 
the
 
cases (i)
 
through
 
(v)
 
above,
 
and
 
for
 
claims
 
by
 
third
 
parties
 
against
 
the Seller
 
related
 
to
 
use
 
of
 
the
 
Product,
 
or
 
the
 
violation
 
of
 
law
 
or regulation
  
in
  
the
  
marketing,
  
sale
  
or
  
promotion
  
of
  
any
   
the  Buyer’s
 
products,
 
the
 
Buyer
 
shall
 
hold
 
the
 
Seller
 
----------------Page (1) Break----------------
 
 
harmless
 
and indemnify
  
the
  
Seller
  
from
  
any
  
damage,
  
loss,
  
liability
  
and/or expenses
 
(including
  
reasonable
 
attorneys’
 
fees)
  
upon
  
Seller’s first
 
request.
 
 
9.
   
LIMITATION OF REMEDIES AND DAMAGES
 
 
THE
  
BUYER’S
  
SOLE
  
REMEDY
  
AND
  
THE
  
SELLER’S 
ENTIRE
 
LIABILITY
 
ARE
 
AS
 
SET
 
FORTH
 
ABOVE.
 
IN
 
NO 
EVENT
    
SHALL
    
THE
    
SELLER
    
OR
    
ANY
    
OF
    
ITS 
SUPPLIERS,
     
LICENSORS,
     
DIRECTORS,
     
OFFICERS, 
EMPLOYEES
   
OR
   
AFFILIATES
   
BE
   
LIABLE
   
TO
   
THE 
BUYER
   
FOR
   
ANY
   
CONSEQUENTIAL,
   
INCIDENTAL, 
INDIRECT,
      
SPECIAL
      
OR
      
SIMILAR
      
DAMAGES 
WHATSOEVER
  
(INCLUDING,
  
WITHOUT
  
LIMITATION, 
DAMAGES
     
FOR
     
LOSS
     
OF
     
BUSINESS
    
PROFITS, 
BUSINESS
 
INTERRUPTION
 
AND
 
THE
 
LIKE),
 
WHETHER 
FORESEEABLE
  
OR
  
UNFORESEEABLE,
  
ARISING
  
OUT 
OF
 
THE
 
USE
 
OR
 
INABILITY
 
TO
 
USE
 
THE
 
PRODUCT
 
OR 
ACCOMPANYING
             
WRITTEN
             
MATERIALS, 
REGARDLESS
  
OF
  
THE
  
BASIS
  
OF
  
THE
  
CLAIM
  
AND 
EVEN
 
IF
 
THE
 
SELLER
 
OR
  
ITS
 
REPRESENTATIVE
 
HAS 
BEEN
   
ADVISED
   
OF
   
THE
   
POSSIBILITY
   
OF
   
SUCH 
DAMAGE.
 
TO
 
THE
 
EXTENT
 
PERMITTED
 
BY
 
LAW,
 
THE 
SELLER’S
  
LIABILITY
  
TO
  
THE
  
BUYER
  
FOR
  
DIRECT 
DAMAGES
      
FOR
      
ANY
      
CAUSE
      
WHATSOEVER, 
INCLUDING
 
AS
 
RESULT
 
OF
 
BUYER’S
 
USE
 
OF
 
IN-WALL 
IMAGING
  
APPLICATIONS
  
(AS
  
DEFINED
  
BELOW)
  
OR 
OTHER
  
APPLICATIONS,
  
AND
  
REGARDLESS
  
OF
  
THE 
BASIS
   
OF
   
THE
   
FORM
   
OF
   
THE
   
ACTION,
   
WILL
   
BE 
LIMITED
 
TO
 
THE
 
AMOUNT
 
PAID
 
TO
 
THE
 
SELLER
 
FOR 
THE
   
APPLICABLE
   
PURCHASE
   
ORDER
   
THAT
   
GAVE 
RISE
  
TO
  
THE
  
CLAIM
  
OR
  
ACTION,
  
AND
  
IF
  
NO
  
SUCH 
SINGLE
 
PURCHASE
 
ORDER
 
IS
 
SO
 
APPLICABLE,
 
THEN 
THE
  
SELLER’S
  
LIABILITY
  
SHALL
  
NOT
  
EXCEED
  
THE 
AMOUNT
   
PAID
   
BY
   
THE
   
BUYER
   
TO
   
THE
   
SELLER 
HEREUNDER
     
FOR
     
THE
     
APPLICABLE
     
PRODUCT 
(EXCLUDING
  
ANY
  
TRANSPORTATION,
  
INSURANCE, 
TAXES,
    
DUTIES
    
AND
    
OTHER
    
CHARGES).
    
Some 
jurisdictions
 
do
 
not
 
allow
 
the
 
exclusion
 
of
 
certain
 
warranties
 
or 
the
 exclusion  
or
  
limitation
  
of
  
liability
  
for
  
consequential
  
or 
incidental
  
damages,
  
so
  
the
  
warranties
  
and
  
limitations
  
above 
may
 
not
 
apply
 
to
 
the
 
Buyer.
 
 
10.
 
INTELLECTUAL PROPERTY AND LICENSE
 
 
As
 between  
the
  
parties,
  
all
  
right,
  
title
  
and
  
interest
  
to
  
any 
intellectual
 
property
 
rights
 
embodied
 
in
 
the
 
Product
 
(including 
the
   
Software)
   
and
   
all
   
inventions,
   
works
   
of
   
authorship, 
derivative
 
works,
 
developments
 
or
 
improvements
 
thereof
 
(all
 
of 
the
  
foregoing,
  
the
  
“Seller
  
IP”)
  
shall
  
remain
  
with
  
the
  
Seller. 
Subject
 
to
 
the
 
terms
 
and
 
conditions
 
of
 
these
 
Terms,
 
the
 
Seller 
grants
  
the
  
Buyer
  
a
  
limited,
  
non
-e
xclusive,
  
non
-t
ransferable 
license,
 
without
 
the
 
right
 
to
 
sublicense,
 
to:
 
(a)
 
integrate,
 
without 
modification,
 
the
 
Product
 
and
 
related
 
documentation
 
within
 
the 
Buyer’s
 
product/s;
 
(b)
 
except
 
as
 
permitted
 
under
 
the
 
Software’s 
End
   
User
   
License,
   
to
   
distribute
   
the
   
Product
   
and
   
related 
documentation
 
only
 
as
 
part
 
of
 
the
 
Buyer’s
 
products
 
and
 
related 
documentation
  
and
  
not
  
as
  
a
  
stand-alone
  
product;
  
and
  
(c) 
internally
 
use
 
the
 
Product
 
and
 
related
 
documentation
 
solely
 
for 
its
 
personal
 
non-commercial
 
use
 
and
 
in
 
compliance
 
with
 
these 
Terms.
   
For
   
the
 avoidance   
of
  
doubt,
   
the
  
Buyer
   
shall
   
not 
distribute
 
or
 
re-sell
 
the
 
Product
 
‘as
 
is’.
 
 
Furthermore,
 
the
 
Buyer
 
may
 
provide
 
suggestions,
 
comments
 
or 
other
   
feedback
   
to
   
the
   
Seller
   
regarding
   
the
   
Product,
   
its 
technology
  
and
  
business,
  
including
  
but
  
not
  
limited
  
to,
  
new 
features,
 
functionality,
 
techniques
 
or
 
business
 
methods
 
whether 
by
  
mail,
  
through
  
any
 
blog
  
or
  
survey
 
system
  
managed
  
by
 
the 
Seller
 
or
 
in
 
any
 
other
 
manner
 
(“Feedback”).
 
The
 
Seller
 
highly 
values
 
and
 
appreciates
 
Feedback
 
and
 
will
 
use
 
it,
 
among
 
other 
things,
 
to
 
improve
 
the
 
Product
 
and
 
foster
 
collaborative
 
group 
projects
 
within
 
the
 
community.
   
As
 
a
 
result
 
all
 
comments
 
and 
suggestions
   
are
      
granted
   
to
   
the
   
Seller
   
and
   
any
   
of
   
its 
representatives
 
a
 
perpetual,
 
worldwide,
 
no-charge,
 
royalty-free, 
irrevocable,
   
non-exclusive
   
license
   
to
   
reproduce,
   
prepare 
derivative
   
works
   
of,
   
publicly
   
display,
   
publicly
   
perform, 
sublicense,
  
and
  
distribute
  
the
  
Buyer’s
  
Feedback
  
and
  
such 
derivative
 
works.
  
The
 
Buyer
 
further
 
hereby
 
grants
 
to
 
the
 
Seller 
and
  
to
 
representatives
 
a
 
perpetual,
  
worldwide,
 
non-exclusive, 
no-charge,
  
royalty-free,
  
irrevocable
  
patent
  
license
  
to
  
make, 
have
 
made,
 
use,
 
offer
 
to
 
sell,
 
sell,
 
import,
 
and
 
otherwise
 
transfer 
the
 
Buyer’s
 
Feedback,
 
where
 
such
 
license
 
applies
 
to
 
the
 
Buyer’s 
patent
  
claims
  
(including
  
any
  
patent
  
claims
  
of
  
the
  
Buyer’s 
affiliates)
 
that
 
are
 
related
 
to
 
the
 
Buyer’s
 
Feedback
 
or
 
that
 
are 
necessarily
   
infringed
   
by
   
the
   
Buyer’s
   
Feedback.
   
Without 
derogating
 
from
 
the
 
above,
 
the
 
Buyer
 
hereby
 
waives
 
any
 
right to
  
the
  
Feedback,
  
including
  
but
  
not
  
limited
  
to,
  
any
  
right
  
for 
royalties
 
or
 
any
 
other
 
consideration.
 
The
 
Buyer
 
represents
 
that 
the
 
Buyer
 
is
 
legally
 
entitled
 
to
 
grant
 
the
 
above
 
licenses.
 
If
 
the 
Buyer’s
 
employer(s)
 
has
 
rights
 
to
 
intellectual
 
property
 
that
 
the 
Buyer
  
creates
  
that
  
includes
  
the
  
Buyer’s
  
Feedback,
  
the
  
Buyer 
represents
  
that
  
the
  
Buyer
  
has
  
received
  
permission
  
to
  
provide 
Feedback
 
on
 
behalf
 
of
 
that
 
employer,
 
that
 
the
 
Buyer’s
 
employer 
has
 
waived
 
such
 
rights
 
for
 
the
 
Buyer’s
 
Feedback
 
to
 
the
 
Seller, or
 
that
 
the
 
Buyer’s
 
employer
 
has
 
executed
 
these
 
Terms.
 
 
11.
 
HIGH RISK ACTIVITIES AND IN-WALL IMAGING 
APPLICATIONS
 
 
The
 
Buyer
  
hereby
 
acknowledges
 
that
 
the
 
Product
 
is
 
not
 
fault 
tolerant
 
and
 
is
 
not
 
designed,
 
manufactured,
 
or
 
intended
 
for
 
use 
or
 
resale
 
as
 
on-line
 
control
 
equipment
 
in
 
hazardous
 
or
 
high
 
risk 
environments
  
and
  
activities
  
requiring
  
fail-safe
  
performance 
(such
    
as
    
in
    
the
    
operation
    
of
    
aircraft
    
navigation
    
or 
communication
 
systems,
 
air
 
traffic
 
control,
 
direct
 
life
 
support 
machines,
  
or
  
weapons
  
systems)
  
in
  
which
  
the
  
failure
  
of
  
the 
Product
 
could
 
lead
 
directly
 
to
 
death,
 
personal
 
injury,
 
or
 
severe 
physical
 
or
 
environmental
 
damage,
 
and
 
the
 
Buyer
 
hereby
 
agrees 
not
 
to
 
use
 
or
 
allow
 
the
 
use
 
of
 
the
 
Product
 
or
 
any
 
portion
 
thereof 
for,
 
or
 
in
 
connection
 
with,
 
any
 
such
 
environment
 
or
 
activity.
 
 
As
 a condition  
for
  
making
  
use
  
of
  
the
  
Product
  
for
  
in-wall 
imaging
 
applications
 
(“In-Wall
 
Imaging
 
Applications”),
  
the 
Buyer
 
hereby
 
acknowledges
 
and
 
confirms
 
that
 
it
 
may
 
not
 
detect 
live
 
wires,
 
pipes
 
or
 
similar
 
objects
 
and
 
substances,
 
such
 
as,
 
but 
not
 
limited
 
to,
 
wires
 
in
 
a
 
metal
 
conduit
 
or
 
behind
 
metalized
 
or 
conductive
 
surfaces
 
and/or
 
pipes.
 
The
 
Buyer
 
acknowledges
 
that 
the
 
Product
 
should
 
not
 
be
 
relied
 
on
 
exclusively
 
to
 
locate
 
items 
below
 
a
 
scanned
 
surface
 
and
 
other
 
information
 
sources
 
should be
 
used  
to
  
help
  
locate
  
items
  
before
  
penetrating
  
a
  
scanned 
surface,
   
including,
   
without
   
limitation,
   
construction
   
plans, 
visible
 
points
 
of
 
entry
 
of
 
pipes
 
and
 
wiring
 
into
 
walls.
 
Prior
 
to 
penetrating
 
a
 
surface
 
(such
 
as
 
with
 
a
 
drill,
 
router,
 
saw
 
or
 
nail), 
the
 
Buyer
 
shall
 
exercise
 
extreme
 
caution
 
and
 
safety,
 
including, 
but
 not  
limited
  
to,
  
shutting
  
off
  
the
  
electrical
  
power,
  
gas
  
and 
----------------Page (2) Break----------------
 
 
water
 
supplies.
 
The
 
Buyer
 
acknowledges
 
that
 
cutting
 
or
 
drilling 
into
 
these
 
items
 
when
 
operational
 
can
 
result
 
in
 
personal
 
injury or
 
physical
 
damage.
 
Buyer
 
shall
 
ensure
 
that
 
any
 
third
 
party
 
that 
operates
 
the
 
Product
 
is
 
aware
 
of
 
these
 
Terms,
 
including,
 
without 
limitation,
 
this
 
Section.
 
 
12. EXPORT & IMPORT COMPLIANCE 
 
The Buyer shall not transfer, export or re-export any Product or 
part thereof (collectively “goods”), or any related technology 
except in full compliance with export controls administered by 
the
 
U.S.,
 
EU,
 
and
 
Israel, and
 
any
 
other
 
applicable
 
import
 
and
 
use
 
restrictions.
 
The
 
Buyer shall
  
be
  
solely
 
responsible
  
for
  
ensuring
   
compliance
   
with
   
and
   
obtaining
 
all
 
required
 
approvals
 
to
 
facilitate
 
the
 
export
 
of
 
any Products,
 
including
 
outside
 
of
 
the
 
U.S.
 
and
 
Israel.
 
 
The goods will be imported on behalf of the Buyer. The Buyer 
authorizes the Seller to import the goods on its behalf. Further, 
the Buyer agrees that the Seller may delegate the obligation to 
import the goods on its behalf to a subcontractor (e.g., customs 
broker). The Buyer will pay the taxes and duties in addition with 
the purchase price of the goods.
 
 
13. CONSUMER LAWS 
 
Despite  any  other  section  of  these  Terms,  if  any  legislation 
affects  your rights  under  these Terms (a  “Consumer  Law”), 
then to the extent that any term or  section contained in these 
Terms: (i) becomes void or unenforceable for any reason; or (ii) 
would be unfair under the applicable Consumer Law if applied 
or relied upon in a particular way; that term or section shall be 
severed  such  that  all  remaining  terms  and  sections  of  these 
Terms  shall  continue  to  be  in  full  force  and  effect  and  be 
unaffected by the severance of any other term or provision. No 
section  of  these  Terms  excludes  or  modifies  any  right  or 
remedy, or any guarantee, warranty or other term or condition 
implied  or  imposed  by  any  Consumer  Law  which  cannot 
lawfully be excluded, limited or modified.
 
 
14. GENERAL 
 
These Terms shall constitute the final, complete and exclusive 
agreement of the parties with respect to all sales of Product by 
the  Seller  to  the  Buyer  and  shall  supersede  all  prior  offers, 
negotiations, understandings and agreements. No additional or 
different terms or conditions, whether material or immaterial, 
shall become a part of any agreement, including these Terms, 
unless expressly accepted in writing by an authorized officer of 
the Seller. These Terms are not assignable by the Buyer. These 
Terms are binding on the parties and their respective successors 
and permitted assigns. Any waiver by the Seller of one or more 
of these terms and conditions or any defaults hereunder shall not 
constitute a waiver of the remaining terms and conditions or of 
any future defaults hereunder. No failure or delay on the part of 
the Seller in exercising or enforcing any right hereunder shall 
operate as a waiver thereof or preclude any other exercise or 
enforcement of rights hereunder. Any provision of these Terms 
that is prohibited or unenforceable under applicable law shall be    
ineffective    to    the    extent    of    such    prohibition    or 
unenforceability,    without    impairing    or    invalidating    the 
remaining  provisions  of  these  terms  and  conditions.  These 
Terms and all performance and disputes arising out of or related 
to goods in question, shall be governed by the laws of the State 
of Israel, without reference to conflict of laws principles. The 
parties hereby irrevocably agree to submit any claim arising out 
of  or  related  to  these  terms  and  conditions  to  the  competent 
courts of Tel-Aviv. 
 
Last updated: May 31, 2020
 
 
 
 
 
----------------Page (3) Break----------------

Aero Fulfillment Services
6023 Union Centre Blvd
Fairfield, OH 45014
USA

[email protected]

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