embryodynamics.com


Terms of Use Agreement between End User of the Embryodynamics Website, Player and Materials

Throughout this Agreement and on the website (“Site”), the term “Embryodynamics” refers to a product and service from shakok sàrl, ch. des Oiseaux 8, 1052 Le Mont-sur-Lausanne, Switzerland.

The Effective Date is February 1st, 2010.

Please read the following terms and conditions carefully, as this Terms of Use Agreement sets forth the standards of use between Embryodynamics (“we” or “our”) and you (the “User”). If you do not agree to these terms and conditions, you may not use the Services and should not proceed to use the Services, do not hit the “I AGREE AND CONTINUE” button and do NOT install the Embryodynamics Player (“Player”) provided by Embryodynamics onto your computer or other media player (collectively “Computer”) and do not play the animation or examination portions from our Site (collectively with the Player referred to as the “Software and Materials”). By using the Software, Services and Materials after the Effective Date above, in other words by installing the Player or using the animation or examination portions on our Site, and viewing and using the Materials, the User agrees to these terms and conditions, including all amendments made to date. Again, if the User does not agree to the terms and conditions of this Agreement, you should immediately cease all usage of the Materials and the Services. We reserve the right, at any time, to modify, alter, or update the terms and conditions of this Agreement without prior notice which shall be posted on our Site. Modifications to this Agreement shall become effective immediately upon being posted on our Site. Your continued use of the Services and Materials after amendments are posted constitutes an acknowledgement and acceptance of the Agreement and its modifications. Except as provided in this paragraph, this Agreement may not be amended.

Even though Embryodynamics has carefully worked to ensure quality of this Site, your use this Site, the Software and Materials, including the animations, is at your own risk. As stated in more detail below, Embryodynamics will not refund any fees or give any money if something goes wrong with your Computer, if you or anyone you know bases his/her studying on the animations and fails any test or examination or has any private or professional issue directly or indirectly related to Embryodynamics and the Software, Materials and Services, or if something happens to your Computer. The Player may provide direct contact between your computer and other media player and Embryodynamics servers and some information may be transferred from your Computer to us. Your use of this Site may also result in certain information from your Computer being collected by us.

1. Description of Services and Materials. Subject to payment of the license fee(s) and compliance with this Terms of Use Agreement, this License allows you to install and use the Software and Materials and Player. For the Individual edition (which is the default License unless otherwise specified), you may use the Software and Materials on a single computer you own. You may not make the Software and Materials available over any network whatsoever, even a personal home network. For the Corporate edition (if your contract specifically mentions this clause), you may make the Software and Materials available to the number of computers or paid seat licenses as defined in your contract by the means of any network.

Except as and only to the extent expressly permitted in this License or by applicable law, you may not copy, decompile, reverse engineer, disassemble, modify, or create derivative works of the Software and Materials or any part thereof.

User may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell in any way any information, documents, graphics, software, products or services obtained from Embryodynamics Software, Materials, Services, or this Site. The use of the Site, Software, Materials or Services on any other website or networked computer environment is prohibited, except for a Corporate edition which includes paid for specific number of seat licenses, and then a main contact User within the Corporate edition may only upload the Player, Software and the Materials onto one server for use a limited number of times pursuant to the paid seat licenses. User is provided a limited license to publicly display the Materials in an educational setting only and not for commercial use, but this limited license does not obviate any prohibitions on copying or distribution, even in an educational setting or use. User recognizes that unauthorized use of the Software, Player, Materials, Services and/or Site content may subject said User to civil or criminal liability.

Embryodynamics retains all ownership of the Site, Player and the Software and Materials provided to you including all copyrights, patents, trademarks, trade secrets and know how. The license fee paid by you or a Corporate edition is not refundable at any time after the initial purchase for the Materials and/or Services.

The rights granted herein are limited to Embryodynamics’ and its licensors’ intellectual property rights in the Software and Materials and do not include any other patents or third party intellectual property rights regarding such or the Site. The terms of this License and any updates will govern any software upgrades provided by Embryodynamics that replace and/or supplement the original Software product, unless such upgrade is accompanied by a separate license in which case the terms of that license will govern.

2. Trademarks. The Software, Services, Player, Materials and Site feature logos and other trademarks that are the property of Embryodynamics. The Site may also include trademarks or service marks of third parties, which are the property of their respective owners.

3. Accuracy. We cannot guarantee that the information that we make available on this Site is fully accurate, complete or current. We reserve the right to modify the contents of the Site at any time, but we have no obligation to update any information on this Site. You agree that it is your responsibility to monitor changes to the Site.

4. Links. This Site includes links to other Sites, some of them operated by shakok sàrl and some of them operated by third parties. These links are provided as a convenience to you and as an additional avenue of access to the information contained in those other Sites. We have not necessarily reviewed all the information on other Sites and are not responsible for the content of any other Sites or for any products or services that may be offered through other Sites. Third-party Sites may contain information with which we do not agree. Inclusion of links to other Sites should not be viewed as an endorsement of the content of linked Sites. Different terms and conditions may apply to your use of any linked Sites. You understand that all information (such as data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images) to which you may have access through links to other Sites are the sole responsibility of the person from whom such content originated. User acknowledges that Embryodynamics is not responsible for the availability of, or the content located on or through, any third party Site and User hereby releases Embryodynamics of any liability regarding such third party Sites and their services. User should contact the Site administrator or webmaster for those third party Sites if User has any concerns regarding such links or the content located on such Sites. User’s use of those third party Sites is subject to the terms of use and privacy policies of each Site, and Embryodynamics is not responsible therein. We encourage you to review the Terms of Use and Privacy Policies of all third party Sites.

5. Embryodynamics Server and Embryodynamics Animations. Under the Individual edition only, the Software enables access to Embryodynamics Servers and this Site which offer the ability to purchase and download of additional Embryodynamics Animations (“the Service(s)”). Use of this Service requires your own provided and paid for Internet access and any downloaded Services will be part by this License and attached to your own copy of the Software and Materials. The Corporate edition does not allow an individual User to download any additional new animation other than the ones already installed and agreed in the master contract with Embryodynamics.

You understand that Embryodynamics Animations and Services have a medical content and depict human nature. If you find this content personally offensive or objectionable, you should not use this Site or the Software and Materials or its Embryodynamics Animations/Services. You cannot claim any injury of you continue to use the Site, Software, Materials, Animations and Services.

You agree that the Software and Materials and all of Embryodynamics Animation and Services, including but not limited to the pedagogical approach, any drawings, animations, photographs, images, sounds, clip art and other artistic works, related legends, explanations, written or drawn materials and any other information included in the Software contain proprietary information and material that is owned by Embryodynamics and/or its licensors, and is protected by applicable intellectual property and other laws, including but not limited to copyright, and that you will not use such proprietary information or materials in any way whatsoever except for permitted use of the Services as set forth in Section 1 above.

In all Embryodynamics Animations, you understand, acknowledge and agree that every effort has been made to correlate the morphology of the developing structures with the chronology of the development. However, because the scientific literature is quite discordant in this point and uses the time, stages and length of the body as criteria to designate the age of the embryo/fetus, the chronology in Embryodynamics Software, Materials, Animation and Services is given as an approximate time labeled in hours, days, weeks, months and quarters. In addition, because of the discordances in the scientific literature about the chronology of development, you understand, acknowledge and agree it is possible that the indicated ages do not entirely correspond to the data given in other various embryological textbooks. You understand, acknowledge and agree that proportions of the developing structures have been respected, except where for didactic or technical reasons this was not possible. You understand, acknowledge and agree that in some sequences, structural approximations have been done in order to spare time and that in some cases the geometry of some diagrams is not completely respected. Finally, you understand, acknowledge and agree that in order to focus the User’s attention onto the dynamics of changes, the background of figures and screen shots may remain static.

6. Collection of Data and Google Analytics. By using this Site, you agree that Embryodynamics and its subsidiaries may collect and use technical and related information, including but not limited to technical information about your Computer, system and application software, and peripherals, that is gathered periodically to facilitate the provision of Software updates, product support and other services to you (if any) related to the Software, Materials and Services, including but not limited to verifying the User, password, and length of User’s license. The Software and Materials employs a registration process where (for Individual editions) you will have to enter at least your first name, last name and email address (note, for the Corporate edition your group details have been already been recorded). These pieces of information, as well as a unique machine number and your network IP address, will be sent and recorded by Embryodynamics via a connection between your Computer and Embryodynamics servers. Your copy of the Software and Materials is marked with your personal details. During the use of the Software and Materials, a verification process will take place which is designed to prevent and track unauthorized copying and to verify compliance with the terms of this License. If Embryodynamics finds that your copy of the Software and Materials is not used according to the terms of this License, the Software and Materials might be rendered non-operational and this License terminated. No refunds will ever be made to you if any terms of this License are violated or not fully respected.

Google Analytics, owned by Google, Inc. (“Google”) is used by this Site and is a way for us to monitor how you use this Site so that we can improve the Site. Google Analytics is a web analytics service provided by Google. Google Analytics uses “cookies”, which are text files placed on your computer, to help the Site analyze how users use the Site. The information generated by the cookie about your use of the Site (including your IP address) will be transmitted to and stored by Google on servers in the United States of America. Google will use this information for the purpose of evaluating your use of the Site, compiling reports on Site activity for Site operators and providing other services relating to Site activity and internet usage. Google may also transfer this information to third parties where required to do so by law, or where such third parties process the information on Google’s behalf. Google will not associate your IP address with any other data held by Google. You may refuse the use of cookies by selecting the appropriate settings on your browser, however please note that if you do this you may not be able to use the full functionality of this Site. By using this Site, you consent to the processing of data about you by Google in the manner and for the purposes set out above.

7. Disclaimer. YOUR USE OF THIS SITE IS AT YOUR SOLE RISK. THE SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND EMBRYODYNAMICS AND EMBRYODYNAMICS’ LICENSORS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SITE, SOFTWARE, MATERIALS AND SERVICES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, SUITABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, CORRECTNESS, RELIABILITY, QUALITY, DESCRIPTION, TITLE, INTERFERENCE WITH USE OR ENJOYMENT OF USE, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. EMBRYODYNAMICS DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE SITE, SOFTWARE, MATERIALS OR SERVICES, THAT THE FUNCTIONS CONTAINED IN THE SITE, SOFTWARE, MATERIALS OR SERVICES WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SITE, SOFTWARE, MATERIALS OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SITE, SOFTWARE, MATERIALS OR SERVICES WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY EMBRYODYNAMICS OR AN EMBRYODYNAMICS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE SITE, SOFTWARE, MATERIALS OR SERVICES PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.

Further, Embryodynamics is NOT responsible for typographical errors or omissions of any kind. The information provided in the Site and in the Software, Materials and Services is provided for informational purposes only. User solely bears the entire risk of using the Site, Software, Materials and Services, including any content on the Embryodynamics Site.

WE RESERVE THE RIGHT TO RESTRICT OR TERMINATE YOUR ACCESS TO THE SITE OR ANY FEATURE OR PART OF IT AT ANY TIME. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SITE, SOFTWARE, MATERIALS AND SERVICES IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU, EXCEPT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

IF YOU DOWNLOAD ANY MATERIAL FROM THIS SITE, YOU DO SO AT YOUR OWN DISCRETION AND RISK AND YOU DO SO WITHOUT PERMISSION AS SUCH COPYING IS OUTSIDE THE SCOPE OF YOUR LICENSE TO USE THE PLAYER, SOFTWARE, SERVICES AND MATERIALS. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM EMBRYODYNAMICS SHALL CREATE ANY WARRANTY OF ANY KIND.

YOU AGREE THAT LINKS ON OR FROM THIS WEBSITE MAY EXPOSE YOU TO CONTENT THAT YOU MAY FIND OFFENSIVE OR OBJECTIONABLE AND THAT IN THIS RESPECT YOU USE THE SERVICES AT YOUR OWN RISK.

8. Limitation of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL EMBRYODYNAMICS BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, FAILURE AT TESTS OR EXAMINATION, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SITE, SOFTWARE, MATERIALS OR SERVICES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, UNDER STATUTE, IN EQUITY, AT LAW, OR OTHERWISE) AND EVEN IF EMBRYODYNAMICS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU.

In no event shall Embryodynamics’ total liability to you for all damages exceed the amount of your paid License Fee in the last 12 months or fifty dollars ($50.00), whichever is greater. The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.

9. Your liability. IF YOU CAUSE A TECHNICAL DISRUPTION OF THE SITE OR OF THE SYSTEMS TRANSMITTING THE SITE TO YOU OR OTHERS, YOU AGREE TO BE RESPONSIBLE FOR ANY AND ALL LIABILITIES, COSTS AND EXPENSES (INCLUDING ATTORNEYS’ FEES) ARISING FROM THAT DISRUPTION. User agrees to indemnify and hold Embryodynamics, its parents, subsidiaries, affiliates, officers, directors, members, managers and employees, agents, and contractors harmless from any claim or demand, including reasonable attorneys’ fees and costs, made by any third party due to or arising out of User’s use of the Site, Software, Materials or Services, the violation of this Agreement, or infringement by User, or other user of the Site, Software, Materials or Services using User’s Computer, of any intellectual property or any other right of any person or entity.

10. Jurisdiction. As Embryodynamics is a product and service of shakok sàrl, the laws of Switzerland govern these terms and conditions and your use of the Site, and you irrevocably consent to the jurisdiction of the competent courts located in Lausanne, Switzerland for any action to enforce these terms and conditions. We recognize that it is possible for you to obtain access to this Site from any jurisdiction in the world, but we have no practical ability to prevent such access. This Site has been designed to comply with the laws of Switzerland. If any material on this Site, or your use of the Site, is contrary to the laws of the place where you are when you access it, the Site is not intended for you, and we ask you not to use the Site. You are responsible for informing yourself of the laws of your jurisdiction and complying with them. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. If for any reason a court of competent jurisdiction finds any provision, or portion thereof, to be unenforceable, the remainder of this Agreement shall continue in full force and effect.

11. Copyright Information. All content included or available on this Site, including access to the Software, Materials and Services and all design, text, graphics, interfaces, and the selection and arrangements thereof is © 2010 Embryodynamics, with all rights reserved, or is the property of Embryodynamics and/or third parties protected by intellectual property rights. Any use of materials on the Site, including reproduction for purposes other than that included in the License above in Section 1, modification, distribution, derivative works, display, performance, copying or replication, any form of data extraction or data mining, or other commercial exploitation of any kind, without prior written permission of an authorized officer of Embryodynamics, is strictly prohibited. User agrees he/she will not use any robot, spider, or other automatic device, or manual process to monitor or copy our web pages or the content contained therein without prior written permission of an authorized officer of Embryodynamics.

The logo service marks, trademarks, and/or trade dress of Embryodynamics are owned exclusively by Embryodynamics.

Pursuant to Section 512(c) of the Copyright Revision Act, as enacted through the Digital Millennium Copyright Act, Embryodynamics designates the following individual as its agent for receipt of notifications of claimed copyright infringement: copyright@embryodynamics.com

12. Botnets. If User uses the Site to access the Services and Materials, Embryodynamics retains the right, at our sole discretion, to terminate any User accounts involved with botnets and related activities. If any hostnames are used as command and control points for botnets, Embryodynamics reserves the right to direct the involved hostnames to a honeypot, loopback address, logging facility, or any other destination at our discretion.

13. Security. All Users within a Corporate edition license are responsible for all usage or activity of the Site, Software, Materials and Services by seat license Users, including but not limited to their activities under the applicable License and this Agreement, and using a password if one is provided, including but not limited to use of your password by any third party. Further, if User is accessing the Services via this Site, User acknowledges that like any web application, the Embryodynamics Site may be susceptible to hacker attacks and security breaches. It is the User’s responsibility to ensure that the servers and Computers using the Site, Software, Materials and Services are in a secure environment with appropriate firewalls, database encryption, virus protection, security patches including windows update in place. Embryodynamics is not liable for any loss of data or any other damages from security breaches, denial of service or other hacker attacks.

14. Export Control. You may not use or otherwise export or re-export the Software and Materials except as authorized by Swiss law and the laws of the jurisdiction in which the Software and Materials was obtained. By using the Software and Materials, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use these products for any purposes prohibited by Swiss law, including, without limitation, the development, design, manufacture or production of missiles, or nuclear, chemical or biological weapons.

15. Government End Users in the Unites States of America. The Software, Materials, Services, content on the Site, and related documentation are “Commercial Items”, as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States of America.

16. Termination. Your use of this Site and the Terms of Sue Agreement is effective until terminated. Your rights under this Terms of Sue Agreement will terminate automatically without notice from Embryodynamics if you fail to comply with any term(s) of your License or the Terms of Use Agreement. Upon the termination of this Terms of Sue Agreement and the License, you shall cease all use of the Software, Materials and Services and destroy all copies, full or partial, of the Software, Materials and Services. No refunds will ever be made to you for any previously paid License Fees.

Embryodynamics and its licensors reserve the right to change, suspend, remove, or disable access to any Site, Software, Materials or Services at any time without notice. In no event will Embryodynamics be liable for the removal of or disabling of access to any such Software, Materials or Services. Embryodynamics may also impose limits on the use of or access to certain Materials Services, in any case and without notice or liability.

17. Other Terms. If any provision of this Terms of Use Agreement shall be unlawful, void or unenforceable for any reason, the other provisions (and any partially-enforceable provision) shall not be affected thereby and shall remain valid and enforceable to the maximum possible extent. User agrees that this Terms of Use Agreement and any other agreements referenced herein may be assigned by Embryodynamics in our sole discretion. This Terms of Use Agreement shall apply in addition to, and shall not be superseded by, any other written agreement between us in relation to your participation as a User. User agrees that by accepting this Terms of Use Agreement, User is consenting to the use and disclosure of their personally identifiable information and other practices described in our Privacy Policy Statement. No clause of this Terms of Use Agreement will be deemed waived, and no breach of this Terms of Use Agreement excused, unless the waiver or consent is in writing signed by the party granting such waiver or consent. Waiver of the breach of any provision of this Term of Use Agreement will not operate or be construed as a waiver of any other or subsequent breach. No failure or delay in exercising any right, remedy or power under this Terms of Use Agreement will operate as a waiver of any other right, remedy or power. The clauses if this Terms of Use Agreement which by their nature are to survive this agreement will survive its expiration or termination.

18. Changes to These Terms. We reserve the right, at our complete discretion, to change these terms and conditions at any time by posting revised terms on the Site. It is your responsibility to check periodically for any changes we may make to these terms and conditions. Your continued use of this Site following the posting of changes to these terms or other policies means you accept the changes.


Shakok Terms and Conditions Agreement

1. General

a. The following terms shall be fully effective with regard to all products and services, information, offers, and orders, supplied by shakok sàrl, ch. des Oiseaux 8, 1052 Le Mont-sur-Lausanne, Switzerland, referred as to “shakok”, to a business relationship, referred as to “you” or “customer”. They shall also apply within the frame of a permanent business relationship, even if no longer explicitly mentioned.

b. This Agreement shall control any other document between us. Any customer terms shall only apply insofar as they have been acknowledged by us in writing and do not conflict with this Agreement.

c. Any offers submitted by shakok are not binding. Orders shall only be deemed accepted only when shakok confirms them in writing or when we deliver ordered goods or provide the ordered service. The content of shakok’s order confirmation shall become part of the contract if we do not receive any written objection from you within 10 days from the date of order confirmation. Any oral agreements must always be confirmed in writing or are not binding.

d. Any and all documents including performance and product descriptions, drawings, test programs, and similar, provided to the customer within the frame of the offer, are owned by shakok, and may only be made accessible to third parties upon prior permission from shakok.

e. Shakok reserves the right to also carry out technical alterations after conclusion of the contract insofar as they do not affect the contractually agreed characteristics.

2. Information, advice

a. Any information or advice you receive from shakok is based on experiences and average values of the personnel of shakok. No liability assumed and you acknowledge and agree that you will not hold shakok liable for the results of any such information or advice.

3. Prices and terms of payment

a. All prices specified in the order confirmation are net prices in Swiss Francs (CHF) unless another currency has been specified. Prices shall be authoritative.

b. Any packaging, freight, and insurance costs as well as VAT, if applicable, shall be billed additionally to you.

c. Unless agreed by shakok in writing, all invoices are to be paid in full within 10 days of invoice date. Under Art. 104 OR (Swiss Code of Obligations), shakok is entitled to charge interest for late payment to an amount of 10 per cent above base rate from the beginning of default. The date of receipt of the payment (not when it was sent) shall suffice to prove that payment terms were kept.

d. In case of delay in payment, shakok reserves the right to hold back outstanding deliveries and services until all outstanding amounts are paid, and to demand cash in advance for all future orders.

4. Passing of the risk, delivery, and delivery time

a. The customer shall bear all dispatch costs and risk. For this reason, transport insurance may be concluded at your explicit request.

b. The delivery term shall commence following receipt of our order confirmation and clarification of all pending issues.

c. Shakok will only commit to delivery terms in written form. In case of exceptional circumstances or any other event not related to shakok, delivery terms are extended accordingly.

d. Any order change or cancellation requested by the customer will come in effect only after shakok acknowledges it in written. Customer will be charged no less than 30% of the total order value for any cancellation.

e. In case of operational breakdowns which were not caused by shakok, we shall be relieved from our obligation to deliver any confirmed orders.

5. Copyright

a. Shakok retains all ownership of intellectual property associated with the goods and services, including copyrights, moral rights, trademarks, trade secrets, patents and proprietary rights.

b. Customer shall be liable to comply with any copyrights and other intellectual proprietary rights of shakok.

c. When using any of shakok’s product or software, customer is required to observe and to agree to any business terms specifically applicable to it.

6. Reservation of title

a. Shakok retains sole ownership of the goods until all invoices have been settled in full.

b. Customer may not pledge any goods to third parties prior to transfer of ownership of title, nor give them to a third party as a surety.

c. If customer acts in breach of contract in any way, shakok reserves the right to demand the return of any supplied yet unpaid goods, whereby this does not automatically signify withdrawal from the contract.

7. Disclaimers

a. The products, goods, software and services are all provided “AS IS” without any warranty. SHAKOK DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SITE, SOFTWARE, MATERIALS AND SERVICES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, SUITABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, CORRECTNESS, RELIABILITY, QUALITY, DESCRIPTION, TITLE, INTERFERENCE WITH USE OR ENJOYMENT OF USE, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS.

b. To the extent not prohibited by law, in no event shall shakok be liable for any incidental, special, indirect or consequential damages whatsoever, including, without limitation, damages for loss of profits, loss of data, business interruption or any other commercial damages or losses, arising out of or related to your use or inability to use the products goods, software or services, however caused, regardless of the theory of liability (contract, tort, under statute, in equity, at law, or otherwise).

c. In no event shall shakok’s total liability to you for all damages exceed the amount you have paid for the products, goods, software or services giving rise to such liability.

8. Material defects and complaints

a. Customer is required to inspect the goods for defects immediately upon receipt and to object in writing. If no complaint has been recorded by shakok within 10 days of delivery, then the goods, software or service will be considered as definitely accepted by customer.

b. The customer acknowledges that any software or service may contain errors due to their complexity and interaction with other software or service. Such faults do not allow customer to claim any compensation.

c. Shakok will decide at its sole discretion whether the customer shall be entitled to either remedy of defects or, alternatively replacement delivery.

d. Shakok shall not assume liability for defects if the goods delivered were modified by the customer.

e. Any claims of the purchaser based on defects shall become statute-barred 12 months from delivery of the goods, software and/or services.

f. If any customer complaint about defects is not justified, shakok may charge for any costs incurred in this connection.

9. Final statements

a. Swiss OR (Swiss Code of Obligations) rules are applicable to this Agreement and control any interpretation thereof.

b. Should any individual statement of this Terms and Conditions be considered against the law in Switzerland, then only that specific individual statement should be considered as invalid, without impacting any other statement.

c. The laws of Switzerland govern these terms and conditions and your use of the site, and you irrevocably consent to the jurisdiction of the competent courts to be located in Lausanne, Switzerland.

d. These Terms and Conditions are valid as of September 1st, 2010.