Subject to the terms of any other applicable written agreement you (“you”) have with ikeGPS, ikeGPS’s sale of Products and provision of Software are governed by these terms and conditions of sale (“Terms”). These Terms include the Basic Order Terms (defined below) specified on an order accepted by us. “ikeGPS”, “we” or “us” means ikeGPS Inc. or its affiliate identified on our order acknowledgment. Every order you place with us is conditioned upon and confirms your acceptance of these Terms. Any contrary terms or conditions appearing on your orders or associated purchase documentation will be of no effect. No waiver, modification, or addition to these Terms, or any assignment of your rights or obligations under them is valid or binding on us unless in writing and signed by our authorized representative. These Terms and the other applicable agreements you enter into with ikeGPS constitute the entire agreement between you and ikeGPS for your purchase and use of Products and Software. Each accepted order will be interpreted as a single set of Terms, independent of other orders.
“Products” means hardware products provided hereunder. “Software” means any software, library, utility, tool, or other computer or program code, in object (binary) or source-code form, as well as the related documentation, provided by ikeGPS to you. Software includes Product firmware, software locally installed on your systems and software accessed by you through the Internet or other remote means (such as websites, portals, software-as-a-service (“SaaS”) and “cloud-based” solutions). “Services”means any services provided by ikeGPS as described in one or more Service Agreements. “Service Agreements” are service contracts such as for support & maintenance or professional services, “Statements of Work,” and any other such mutually agreed upon documents. These Terms do not apply to Service Agreements which have their own terms and conditions.
- Basic Order Terms: All orders must include the following information: (i) the Products and Software ordered and quantities, (ii) ikeGPS part number(s), (iii) prices, and (iv) delivery instructions, (collectively, “Basic Order Terms”). All Basic Order Terms are fixed and final upon our acceptance of the order.
- E-commerce Transaction: Unless we state otherwise in writing, e-commerce transaction requires payment at the time of purchase. Please note that availability is not guaranteed for the merchandise displayed on the Site, as it may be out-of-stock or discontinued.
- Quotes, Validity of Orders: Our quotations are non-binding unless otherwise expressly stipulated in writing. Orders are accepted only when confirmed by us in writing. Orders cannot be cancelled for any reason without our prior written consent.
- Software Licenses. All Software is licensed or provided as a service and is not sold. Software is subject to the separate agreements provided by ikeGPS in connection with the Software, including but not limited to any software licenses, product guides, operating manuals or other documentation (collectively, “Service Agreements”). You agree that you will be bound by such User Agreements. If there is a conflict or inconsistency between these Terms and those Service Agreements, the terms of the Service Agreement will control. Nothing in these Terms shall be construed to grant any rights or license to use any Software in any manner or for any purpose not expressly permitted by the applicable Service Agreement.
- LIMITATION OF LIABILITY: OUR ENTIRE LIABILITY FOR ANY AND ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS IS LIMITED TO THE AMOUNTS YOU ACTUALLY PAID TO US UNDER THE TERMS. FURTHER, NEITHER WE NOR OUR SUPPLIERS ARE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, PUNITIVE DAMAGES OR OTHER DAMAGES, OR LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF USE OF THE PRODUCTS OR SOFTWARE OR ANY ASSOCIATED EQUIPMENT, COSTS OF COVER, DOWNTIME AND USER TIME OR FOR BREACH OF ANY EXPRESS OR IMPLIED WARRANTY OR CONDITIONS, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY RELATED TO THE PRODUCTS OR SOFTWARE. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, ANY IMPLIED WARRANTY OF SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE APPLYING TO THE PRODUCTS OR SOFTWARE IS LIMITED IN DURATION TO THE DURATION OF THE WARRANTY SPECIFIED IN SECTION 7, ABOVE. YOU AND WE AGREE THAT THESE LIMITATIONS OF LIABILITY ARE AGREED ALLOCATIONS OF RISK CONSTITUTING IN PART THE CONSIDERATION FOR IKEGPS’S SALE OF PRODUCTS TO YOU, AND SUCH LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL, CONSEQUENTIAL OR SPECIFIED OTHER DAMAGES, OR ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY, OR MAY NOT FULLY APPLY TO YOU.