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INCWTY2020-07-31
<br />owes to YALP will become immediately due and payable.
<br />4.8 Customer shall be liable for amounts which YALP incurs to
<br />collect payment, including without limitation, collection
<br />agency fees, reasonable attorneys' fees and arbitration or court
<br />costs.
<br />5 Orders, shipping, delivery
<br />5.1 All orders are subject to Product availability and YALP is
<br />entitled to make partial deliveries. Customer is aware that
<br />Products are shipped through third party carriers and that
<br />delivery times and dates are merely estimates. YALP CANNOT
<br />BE HELD LIABLE FORANY DAMAGES AS A RESULT OF DELAY IN
<br />DELIVERY OF PRODUCTS.
<br />5.2 The manner of transport, shipping, packaging will at all
<br />times be determined by YALP. Provided Customer will pay
<br />the extra cost and expenses, Customer may request
<br />expedited delivery of Products through shipment by air.
<br />5.3 Unless agreed upon otherwise by both parties, the risk of
<br />loss or damage to Products shall pass to Customer at the
<br />moment of shipment to Customer.
<br />5.4 Customer must accept delivery of Products during normal
<br />business hours, failing which all costs arising thereof (including
<br />storage charges and freight charges) shall be charged in
<br />conformity with YALP's rates or local charges.
<br />5.5 If other circumstances occur than those known to YALP
<br />when establishing the delivery time, it is entitled and authorized
<br />to extend the delivery time as necessary to perform under the
<br />agreement.
<br />5.6 In the event delivery in not made within the agreed upon
<br />timeframe, as determined in the sole discretion of YALP, the
<br />Customer must give notice of default in writing to YALP. After
<br />receipt of such notice, YALP shall have a minimum of fourteen
<br />(14) days to deliver the Product and cure the default without
<br />incurring any liability.
<br />6 Inspection, acceptance of products, returns
<br />6.1 Claims in connection to shortages or errors in shipments,
<br />or obvious defects in Products, must be reported in writing to
<br />YALP within two (2) business days of receipt of such shipment. If
<br />Customer fails to timely report such shortages or errors, YALP
<br />will have no obligation to correct such shipments, unless
<br />Customer bears all the expenses thereof.
<br />6.2 In the case of any alleged Defects, Customer shall allow YALP
<br />to inspect the Products subject to the alleged Defect.
<br />6.3 Notwithstanding the above, YALP will have no obligation to
<br />replace or repair any Products if the Products have been
<br />treated or stored improperly by the Customer, if the Products
<br />have already been installed or if the Customer has not fully met
<br />its obligations under these Terms.
<br />6.4 The remedy for allegedly defective products, shall, at the
<br />election of YALP, be (i) to award Customer reasonable
<br />damages, or (ii) in consultation with Customer, to agree upon
<br />an adequate solution to repair such faults and defects. In
<br />such cases, Customer shall not be able to claim additional
<br />damages.
<br />7 Intellectual property ownership and right of use
<br />7.1 All intellectual property rights, e.g., patents, copyrights,
<br />trademarks, designs, models, know-how and all proprietary
<br />and/or commercial rights and trade secret rights, tools,
<br />documentations, etc., in relation to the Products and the
<br />Software, are owned by YALP or its licensor(s). No transfer or
<br />other grant of rights is given to Customer, unless explicitly
<br />stated in writing. This applies even if Products and/or Software
<br />have been specifically designed, developed or complied for
<br />Customer.
<br />7.2 Provided that Customer is also the end -purchaser/ user
<br />of the Product and the Software, the Customer will have a
<br />personal non-exclusive, non -transferable and non -sub -
<br />licensable license to use the Product and the Software for
<br />Customer's own use while the Customer complies with these
<br />Terms.
<br />7.3 Customer understands and agrees that downtime of the
<br />Products may result from YALP's implementation of updates,
<br />Y311P
<br />A NEW WAY TO PLAY
<br />upgrades, or other maintenance activities related to the
<br />Software, and YALP shall not be liable for any damages relating
<br />to such downtime or inaccessibility.
<br />7.4 Unless otherwise agreed in writing, Customer may not
<br />make repairs or modifications to the Products and the Software,
<br />nor allow or enable any third parties to do so. Customer may not,
<br />nor may it enable and/or allow third parties to reverse engineer,
<br />copy, display or distribute any Products and Software, without
<br />YALP's prior approval.
<br />7.5 Customer shall not be permitted to affix any trademark
<br />to the Products, or to remove any copyright, trademark or
<br />other proprietary rights notices on some, orto use the relevant
<br />mark in any other way, or to register it in Customer's own name.
<br />7.6 If a third party threatens to infringe any of the intellectual
<br />property rights of YALP and Customer has knowledge of it,
<br />Customer is obliged to notify YALP in writing immediately.
<br />B Confidential information
<br />8.1 "Confidential Information" means (i) the existence and terms
<br />oftheAgreement and (ii) any non-public, confidential or
<br />proprietary information relating to a disclosing Party,
<br />including any that is designated by the disclosing Party as
<br />confidential information at the time of its disclosure, either by a
<br />written or visual confidentiality designation, or otherwise if such
<br />information would, under the circumstances, appearto a
<br />reasonable person to be confidential or proprietary.
<br />Notwithstanding the foregoing, Confidential Information does
<br />not include information, data or know-how which: (i) is in the
<br />public domain at the time of disclosure or becomes
<br />available thereafter to the public without restriction, and in
<br />either case not as a result of the act or omission of the receiving
<br />Party; (ii) is rightfully obtained by the receiving Party from a
<br />third party without restriction as to disclosure; (iii) is lawfully
<br />in the possession ofthe receiving Party at the time of
<br />disclosure by the disclosing Party and not otherwise subject to
<br />restriction on disclosure; (iv) is approved for disclosure by
<br />prior written authorization of the disclosing Party; or (v) is
<br />developed independently and separately by either Party
<br />without use of the disclosing Party's Confidential Information.
<br />8.2 Each Party agrees that it will safeguard the
<br />confidentiality of the Confidential Information supplied by the
<br />other Party and that it will observe the same due care with
<br />respect to such information as it would observe with respect to
<br />its own Confidential Information. The other Party shall not sell,
<br />copy and/or distribute in any way Confidential Information to
<br />third parties, without disclosing Party's prior written consent,
<br />which consent may be granted or withheld in such Party's sole
<br />and absolute discretion.
<br />8.3 Each Party agrees that it will restrict the employees or third
<br />parties it retains who have access to the other Party's
<br />Confidential Information to the extent possible and provide such
<br />access only on an as -needed basis and after binding such
<br />employees and third parties to the some level of confidentiality
<br />as set forth in these Terms.
<br />8.4 Immediately following the receipt of a written request by
<br />the disclosing Party, the receiving Party will return any and all
<br />Confidential Information received from the disclosing Party
<br />or destroy such Confidential Information, if the disclosing Party
<br />so requests.
<br />9 Cancellation, termination and suspension of performance
<br />9.1 If Customer believes that YALP has failed to perform
<br />under the Agreement, it must notify YALP in writing and allow
<br />twelve (12) weeks for YALP to cure the alleged performance
<br />failure.
<br />9.2 If Customer fails to make payment of any amount due on the
<br />due date or Customer otherwise fails to perform its
<br />obligations under the Agreement or these Terms, YALP may
<br />in its sole and absolute discretion suspend performance
<br />under the Agreement with Customer and/or terminate the
<br />Agreement (in whole or part), with immediate effect, without
<br />being liable for any damages to Customer.
<br />9.3 Notwithstanding the above and without any obligation to
<br />return any prepaid sums, YALP may terminate its relationship
<br />
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