PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY. THE FOLLOWING TERMS AND CONDITIONS APPLY TO YOUR PURCHASE FROM MARTELLO TECHNOLOGIES THAT WILL BE PROVIDED TO YOU (THEREAFTER REFERRED TO AS “CLIENT”) ON ORDERS FOR MARTELLO TECHNOLOGIES PRODUCTS AND/OR SERVICES AND SUPPORT (THEREAFTER REFERRED TO AS “PRODUCTS”). BY ACCEPTING DELIVERY OF THE MARTELLO TECHNOLOGIES PRODUCTS DESCRIBED ON THIS INVOICE, CLIENT AGREES TO BE BOUND BY THESE TERMS AND CONDITIONS. THESE TERMS AND CONDITIONS ARE SUBJECT TO CHANGE WITHOUT NOTICE, FROM TIME TO TIME, AT MARTELLO TECHNOLOGIES’ SOLE DISCRETION.
PRODUCTS.
MARTELLO TECHNOLOGIES strives to add functionalities and performance to its PRODUCTS, which involves platform and technology evolution. As such, MARTELLO TECHNOLOGIES may revise and discontinue PRODUCTS at any time. In the case of an approved RMA, MARTELLO TECHNOLOGIES reserves the right to replace any End-of-Sale or End-of-Life PRODUCT with an equivalent PRODUCT in case similar hardware is no longer available.
PRODUCT availability.
MARTELLO TECHNOLOGIES cannot guarantee PRODUCT availability for immediate delivery. MARTELLO TECHNOLOGIES reserves the right, without liability or prior notice, to revise, discontinue, or cease to make available any or all PRODUCTS or to cancel any order. If any revision, discontinuance, or cessation occurs, MARTELLO TECHNOLOGIES may, at its sole discretion, ship PRODUCTS which have substantially similar functionality and specifications to the PRODUCTS ordered, or cancel Client’s order.
Payment Terms & Interests
Terms of payment are at MARTELLO TECHNOLOGIES’ sole discretion, and unless otherwise agreed to by MARTELLO TECHNOLOGIES, payment must be received by MARTELLO TECHNOLOGIES prior to MARTELLO TECHNOLOGIES’ acceptance of an online order. Payment for the PRODUCTS and services and support will be made by credit card or by the transactional module provided by MARTELLO TECHNOLOGIES on its online store. Any outstanding amount will bear interest at an annual rate of eighteen per cent (18%) from the due date. Orders are not binding upon MARTELLO TECHNOLOGIES until accepted by MARTELLO TECHNOLOGIES.
Shipping & Handling
CLIENT is responsible for all inspection fees, assessments, import duties, government taxes, V.A.T. and similar taxes and all other reasonable costs incurred in transporting the PRODUCTS to the shipping destination.
Warranties
MARTELLO TECHNOLOGIES warrants that the Hardware of any PRODUCT will, for a period of twelve (12) months from the date CLIENT receives the PRODUCT from MARTELLO TECHNOLOGIES, be free from defects in material and workmanship under normal use. The foregoing limited warranties extend only to the original end user of the PRODUCT, and do not apply if the PRODUCT (a) has been altered, except by MARTELLO TECHNOLOGIES, (b) has not been installed, operated, repaired, or maintained in accordance with the Documentation and other MARTELLO TECHNOLOGIES’ instructions communicated to the CLIENT and/or the end-user in writing, (c) has been subjected to abnormal physical or electrical stress, misuse, negligence or accident or (d) has been operated outside of the environmental specifications for the PRODUCT. Electrical power incidents (power surges) are only covered in specific maintenance plans, when explicitly mentioned. MARTELLO TECHNOLOGIES’ limited software warranty does not apply to Software corrections or upgrades.
Disclaimer.
EXCEPT FOR THE WARRANTIES SPECIFICALLY DESCRIBED HEREIN, MARTELLO TECHNOLOGIES DOES NOT MAKE ANY GUARANTEE OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO PRODUCTS, DOCUMENTATION, SPECIFICATIONS, SUPPORT, SERVICE OR ANYTHING ELSE. MARTELLO TECHNOLOGIES HAS NOT AUTHORIZED ANYONE TO MAKE ANY REPRESENTATION OR WARRANTY OTHER THAN AS PROVIDED ABOVE. MARTELLO TECHNOLOGIES DISCLAIMS ANY AND ALL WARRANTIES AND GUARANTEES, EXPRESS, IMPLIED OR OTHERWISE, ARISING, WITH RESPECT TO THE PRODUCTS OR SERVICES DELIVERED HEREUNDER, INCLUDING BUT NOT LIMITED TO THE WARRANTY OF MERCHANTABILITY, THE WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTY OF NON-INFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MARTELLO TECHNOLOGIES’ LIABILITY FOR LOSS UNDER THIS AGREEMENT IS LIMITED TO THE TOTAL AMOUNT PAID TO MARTELLO TECHNOLOGIES BY CLIENT DURING THE 12 MONTHS. MARTELLO TECHNOLOGIES WILL HAVE NO OBLIGATION OR LIABILITY, WHETHER ARISING IN CONTRACT (INCLUDING WARRANTY), TORT (INCLUDING ACTIVE, PASSIVE OR IMPUTED NEGLIGENCE, STRICT LIABILITY OR PRODUCT LIABILITY) OR OTHERWISE FOR ANY SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF DATA, BUSINESS INTERRUPTION, LOSS OF REVENUE, LOSS OF BUSINESS OR OTHER FINANCIAL LOSS ARISING OUT OF OR IN CONNECTION WITH ANY OF THE PRODUCTS OR OTHER GOODS OR SERVICES FURNISHED BY MARTELLO TECHNOLOGIES UNDER THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Return Merchandise Authorization (RMA).
PRODUCTS returned to MARTELLO TECHNOLOGIES must be pre-authorized by MARTELLO TECHNOLOGIES with a Return Material Authorization (RMA) number marked on the outside of the package, and sent prepaid, insured and packaged appropriately for safe shipment. The decision to issue an RMA shall be at MARTELLO TECHNOLOGIES’ sole discretion, subject to the warranty terms hereof. Only packages with RMA numbers written on the outside of the shipping carton and/or the packing slips and shipping paperwork will be accepted by MARTELLO TECHNOLOGIES’ receiving department. All other packages will be rejected.
Services, Support and Maintenance.
Subject to payment of the applicable maintenance fees, MARTELLO TECHNOLOGIES provides software support services. MARTELLO TECHNOLOGIES may, at its discretion, revise its general and optional service and support programs and the terms and conditions that govern them. The services and support programs and their terms and conditions in place at the time of purchase will apply to CLIENT’s purchase, however, these may be amended at any time at MARTELLO TECHNOLOGIES sole discretion. Unless otherwise agreed by MARTELLO TECHNOLOGIES, maintenance plans start on the first day of the month following reception by the CLIENT of the covered device.
Export restrictions.
PRODUCTS are subject to Canadian and US Export Administration Regulations and other export control laws and regulations, and export, re-export or other diversion contrary to any such laws and regulations is prohibited. CLIENT agrees to comply with all applicable export laws and restrictions and regulations, and not to export or re-export the PRODUCTS in violation of any such restrictions, laws and regulations, or without all necessary approvals. CLIENT shall be liable for any such violations. The version of the Software provided with PRODUCTS supplied to CLIENT may contain encryption or other capabilities restricting CLIENT’s ability to export the PRODUCTS without an export license.
Permission to Use CLIENT Name and Logo.
CLIENT grants permission to MARTELLO TECHNOLOGIES to use CLIENT’s corporate name and logo on the MARTELLO TECHNOLOGIES Web Site, in promotional videos, testimonials, or any other marketing material when referring to CLIENT. CLIENT will retain all title and rights to such logos.
General Provisions
Force Majeure.
If either party is unable to perform any of its obligations under this Agreement due to any cause beyond its reasonable control, such party’s performance will be excused and the time for performance extended for the period of delay or inability to perform due to such occurrence.
Waiver.
The waiver by either party of a breach or default of any provision of this Agreement by the other party will not be construed as a waiver of any succeeding breach of the same or any other provision, nor will any delay or omission on the part of either party to exercise or avail itself of any right, power or privilege that it has, or may have hereunder, operate as a waiver of any right, power or privilege by such party.
No Agency; Independent Contractors.
MARTELLO TECHNOLOGIES and CLIENT are independent contractors, and neither will be considered the agent of the other for any purpose. Nothing contained in this Agreement will be construed to establish a relationship that would allow either party to make representations or warranties on behalf of the other except as expressly set forth herein.
Governing Law.
THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE PROVINCE OF QUEBEC.
Entire Agreement; Amendment.
This Agreement constitutes the entire agreement between the parties with regard to its subject matter. No waiver, consent, modification or change of terms of this Agreement will bind either party unless in writing signed by both parties, and then such waiver, consent, modification or change will be effective only in the specific instance and for the specific purpose given.
Language.
The Parties confirm that this Agreement and all related documentation is and will be in the English language.
Severability.
If any provision of this Agreement is found to be unenforceable, the remainder of the Agreement will be enforced as fully as possible and the unenforceable provisions will be deemed modified to the limited extent required to permit its enforcement in the manner most closely representing the intention of the parties as expressed herein.
Last revision: October 28, 2016