Updated on October 14, 2022
) is entered into by and between you (“you” or “Customer”) and Appspace, Inc., a corporation formed under the laws of the state of Delaware, with offices located at 5005 LBJ Freeway, Suite 1100, Dallas, Texas 75244, USA; provided, however, that Appspace (Malaysia) Sdn Bhd, Appspace Australia Pty Ltd, Appspace Solutions Limited, and Appspace Technologies FZ-LLC may also provide products under this Agreement (“Appspace“
means Customer’s company and by entering into this Agreement, Customer is agreeing to bind, and representing that Customer has full authority to bind, Customer’s company to this Agreement. Customer and Appspace may be referred to individually as a “Party”
and collectively as the “Parties.”
1. Definitions. The following terms will have the meanings set forth in this Section 1 when used in this Agreement.
1.1. “Order” means Appspace’s ordering documentation or purchase flow that will specify Customer’s authorized scope of use for the Hardware.
1.2. “Hardware” means hardware that an Order calls on Appspace to provide to Customer for Customer’s internal business purposes.
2. Payment Terms.
2.1. Fees. Customer will pay Appspace the fees and charges set forth in, and in accordance with, the Order.
4. Limited Right. During the term of the Order, Appspace grants Customer a limited, non-exclusive, non-transferable right to use the Hardware solely for Customer’s internal business purposes. Except for the limited right provided in this Section 4, Appspace retains all right, title and interest in the Hardware.
5. Risk of Loss. Risk of loss shall pass to Customer upon collection of the Hardware by a carrier at Appspace’s premises, plants or warehouses.
6. Installation. Customer is solely responsible for the installation of the Hardware.
7. Substitutions. Appspace may furnish suitable substitutes for Hardware that is unobtainable because of priorities or regulations established by governmental authority or non-availability of materials from suppliers, provided such substitutions do not adversely affect the technical soundness of the Hardware. Appspace assumes no liability for deviation from published dimensions and descriptive information not essential to proper performance of the Hardware.
Software, hosted and/or cloud-based solutions provided by Appspace to Customer in connection with the Hardware is subject to Appspace’s End User Agreement available at https://www.appspace.com/legal/user-agreement/
10. Representations and Warranties.
10.1. Hardware Warranty. Appspace represents and warrants to Customer that all Hardware supplied to Customer by Appspace under an Order will be covered only by the Hardware manufacturer’s warranty which will be passed on to Customer to the fullest extent allowed, if any.
Compliance with Laws. Each Party’s business and performance is and will be in compliance with all applicable international, federal, state, and local laws and government rules and regulations.
10.4. Disclaimer. EXCEPT AS SPECIFICALLY SET FORTH IN THIS SECTION 10, APPSPACE DOES NOT MAKE ANY OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, AND APPSPACE EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
12. Indemnification. Hardware conveyed to Customer under an Order is not designed or intended for any application in which the failure of the Hardware could result in personal injury or death. Customer will indemnify, defend and hold harmless Appspace, its directors, officers, employees, suppliers, subcontractors, successors and assigns from and against all claims, costs, damages and expenses (including reasonable attorneys’ fees and costs) arising, directly or indirectly, out of any third party claim of product liability, personal injury or death when associated with such unintended use of any Hardware, notwithstanding any third party claim that Appspace, or its suppliers or subcontractors were negligent regarding the design or manufacture of the Hardware or any part of the Hardware.
14. Export Controls. The Hardware is subject to export restrictions by the United States government and import restrictions by certain foreign governments, and Customer agrees to comply with all applicable export and import laws and regulations in Customer’s use of the Hardware. Customer shall not (and shall not allow any third-party to) remove or export from the United States or allow the export or re-export of any part of the Hardware or any direct product thereof: (a) into (or to a national or resident of) any embargoed or terrorist-supporting country; (b) to anyone on the U.S. Commerce Department’s Table of Denial Orders or U.S. Treasury Department’s list of Specially Designated Nationals; (c) to any country to which such export or re-export is restricted or prohibited, or as to which the United States government or any agency thereof requires an export license or other governmental approval at the time of export or re-export without first obtaining such license or approval; or (d) otherwise in violation of any export or import restrictions, Laws or regulations of any United States or foreign agency or authority. Customer represents and warrants that Customer is not located in, under the control of, or a national or resident of any such prohibited country or on any such prohibited party list.