TERMS OF THE SERVICE
THIS INTERNATIONAL CUSTOMER AGREEMENT ("AGREEMENT") IS ENTERED INTO AND BINDING UPON ALL RELEVANT PARTIES FROM THE AGREEMENT START DATE OF THE SIGNED ORDER FORM ("EFFECTIVE DATE").
THE PARTIES TO THIS AGREEMENT ARE THE FOLLOWING:
CUSTOMER, THAT IS INDICATED IN THE INVOICE AND SIGNED THIS AGREEMENT,
CONTRACTOR, A DELAWARE CORPORATION SEENLABS LLC (“SEENLABS”)
MIDDLETOWN, 651 N BROAD ST, SUITE 205 #153, DELAWARE, 19709, USA.
REPRESENTED BY – VAHAGN TER-SARKISYAN, FOUNDER AND CEO,
TOGETHER CALLED PARTIES.
1. TERMS AND DEFINITIONS
1.1. Subscriber Device - a microcomputer or media player for the organization of off-air broadcasting.
1.2. Cloud service is a set of software products developed and supported by the Copyright Holder.
1.3. Server - specialized computing power of the Copyright Holder required to deploy the Cloud Service.
1.4. Internet connection - access to the Internet, provides customers with a third party (ISP).
1.5. Media Monitor - Customer device, adapted to visually display information with a resolution of not less than 1080r ( FullHD ), equipped with HDMI port for connecting subscriber devices.
1.6. Broadcasting point is a complex consisting of a Multimedia monitor and subscriber devices based on the one-to-one principle (one monitor - one subscriber device).
1.7. Subscription fee - the cost of servicing one broadcasting point .
1.8. Tariff plan - a set of services and price conditions on which the Contractor offers to use one or more services of the offered service.
1.9. Copyright holders - Spectrio (USA), NoviSign (Israel), 3DiVi (USA), which have an exclusive license for the Cloud service of its intellectual property.
1.10. Contractor - a legal entity, which has been authorized by the Copyright Holders to provide services for the use of the Cloud Service.
1.11. Customer - a legal entity to which the Contractor grants non-exclusive rights to use the Cloud Service under this Agreement.
2. SUBJECT OF THE AGREEMENT
2.1. The Contractor undertakes to provide the Customer with ownership or lease of Subscriber Devices and/or equipment for organizing the Broadcasting Point, and/or services for using the Cloud Service, as well as the non-exclusive right to use it by registering the Subscriber Device on the Server of the Copyright Holder in accordance with the technical documentation.
2.2. The Customer undertakes to accept and pay for the services and Subscriber Devices supplied by the Contractor in the manner, in the terms and on the conditions determined by this Agreement and the signed Order Form.
2.3. The Parties agree that the Customer receives the right to use the Cloud Service without restriction on the territory on the terms and in the manner provided for by the current legislation, this Agreement and the License Agreement for the Affiliation of the Copyright Holder.
2.4.1. License Grant.
The Customer is granted a nontransferable, nonexclusive sublicense for the term of the Reseller agreement to use Services for the Customer's internal business purposes only.
2.4.2. Title & Ownership.
Title to and ownership of all rights (including, without limitation, those involving trade secrets, patents, and copyrights) associated with the Services and all copies thereof shall remain vested in Seenlabs and its Partners, indicated in paragraph 1.9. No transfer of such right is made to End-user.
End-user will not make or have made, or permit to be made, any copies of the Services, except as necessary for its use of the software. End-user agrees to reproduce all trade secrets, copyright, or other notices of proprietary rights appearing on the Services.
2.4.4. Reverse Engineer.
End-user agrees that it or any person acting on its behalf will not attempt to alter, disassemble, decrypt or reverse engineer the Services.
3. CUSTOMER PAYMENTS
3.1. The first fee shall be due upon the date of closing the agreement, and thereafter the monthly fee shall be paid in advance using SEENLABS' online payment mechanisms, such as PayPal, Internet acquiring, or bank transfer.
3.2. Invoices are issued on the 1st (first) day of each month.
3.3. All payments shall be denominated in U.S. dollars.
4. CONFIDENTIAL INFORMATION
4.1. CUSTOMER acknowledges that it will acquire Confidential Information. CUSTOMER agrees to hold all such Confidential Information in strict confidence, not to disclose it to others or use it in any way, commercially or otherwise, except in performing the Services, to disclose it to CUSTOMER employees only on a need-to-know basis and only to employees who have signed the Confidentiality Agreement, and not to allow any unauthorized person access to it, either before or after expiration or termination of this Agreement. CUSTOMER further agrees to take all action reasonably necessary and satisfactory to protect the confidentiality of the Confidential Information, including, without limitation, implementing and enforcing operating procedures to minimize the possibility of unauthorized use or copying of the Confidential Information.
4.2. If CUSTOMER has employees of its own, CUSTOMER will ensure that each of its employees executes an agreement, obligating the employee to keep all Confidential Information confidential.
4.3. These obligations to protect confidentiality will survive any expiration or termination of this Agreement.
5.1. If CUSTOMER does not make payments as agreed, SEENLABS will shut off service to the CUSTOMER. Violating any terms here will result in the termination of the partnership.
5.2. SEENLABS may immediately terminate this Agreement if CUSTOMER:
5.2.1. Engages in any illegal, unfair, or deceptive business practices or unethical conduct whatsoever, whether or not related to the Product.
5.2.2. Challenges, contests, or disputes, directly or indirectly SEENLABS' (or its third-party licensors) exclusive Intellectual Property Rights in the Product or the validity thereof.
5.3. Either party may terminate this Agreement on 14 days written notice to the other party in the event of a material breach of any provision of this Agreement by the other party, provided that, during the 14-day period, the breaching party fails to cure such breach.
5.4. Either party shall have the right to terminate this Agreement at any time and for any reason on 30 days written notice to the other party.
5.5. CUSTOMER shall be obligated to continue and render, at CUSTOMER'S sole expense, the End-user Support Services following termination of this Agreement.
5.6. Termination or expiration of this Agreement shall not extinguish any of CUSTOMER'S obligations under this Agreement which by their terms continue after the date of termination or expiration.
6. GOVERNING LAW AND ASSIGNMENT
6.1. This Agreement shall be governed by the laws of the State of Delaware. The invalidity or unenforceabili1y of any provision of this Agreement shall not affect the validity or enforceability of any other provision.
6.2. If any provision of this Agreement, or any portion thereof, is held to be invalid and unenforceable, then the remainder of this Agreement shall nevertheless remain in full force and effect.
6.3. Neither this Agreement nor any right, interest, or obligation hereunder may be assigned by any party hereto without the prior written consent of the other parties hereto and any attempt to do so will be void. Subject to foregoing, this Agreement is binding upon, inures to the benefit of, and is enforceable by the parties hereto and their respective successors and permitted assigns.