General Terms & Conditions

GENERAL TERMS AND CONDITIONS v.1.11

These General Terms and Conditions for Sale of Products (hereinafter referred to as the “General Conditions”) apply to all sales/leases of the Software, components, and other related products (hereinafter referred to as “Products”). The General Conditions shall apply to all quotations and/or offers made by Company and are an integral part of all orders for Products.

“Company” means Zero Density Inc. located at the address of 7251 West Lake Mead Boulevard, Suite 300, Las Vegas, NV, 89128 or any Affiliate of the Company selling/leasing the Products and/or performing the related services on its behalf.

“Customer” means the person, firm, company, or corporation purchasing/renting the Products;

“Affiliate of the Company” means any legal entity which is for the time being directly or indirectly controlled by the Company or parent of the Company. The acceptance by the Customer of the Company’s quotations or estimates, or by Company of any order of the Customer (i) entails the acceptance without reservation of these General Conditions and (ii) supersedes all contrary provisions shown in any other document; in particular, in Customer’s order form and Customer’s General Conditions of Purchase.

“Software” means any software produced by Zero Density and sold to you as part of the Products, including, but not limited to, Reality Editor, Reality Engine, Reality Control etc.

“SOW” means the Statement of Work wherein the Parties may agree on specific Products and/ or services on a project base.

“SLA” means the Service Level Agreement wherein maintenance and supports provisions for the Product are agreed.

The Company and the Customer shall hereinafter be referred to individually as the “Party” and collectively as the “Parties”.

ARTICLE 1- ORDERS AND DELIVERY

1.1- The Customer shall convey all Product orders to the Company in writing (only via e-mail or registered letter) by fully filling an order form, specifying the type of Products, services, quantity, assortment range, the delivery date and other relevant purchase details requested by the Company (“Order Form”) or the Parties will determine all such details in the Quotation form as attached to this Agreement. The Company shall not be held liable for an unsatisfactory selection of Products if said selection results from Customer’s indication of conditions of use that are incomplete, erroneous, or not disclosed to the Company by the Customer. Any liability that arises out of wrongful written orders falls with the Customer.

1.2- All orders and/or quotations shall be subject to the provisions of these General Conditions, unless otherwise expressly agreed in writing by the Customer and the Company. Orders given by the Customer shall not be binding and applicable unless approved in writing by the Company.

1.3- All orders that are accepted by the Company shall be final. Once an order is deemed a final, the Customer may not change, re-schedule or cancel any purchase order or part thereof. Customer acknowledges that any alteration accepted by the Company (at its own discretion) may cause increases in the selling price for the Products, and such increase shall become effective upon the implementation of the alteration. The Company shall provide written notice of any such increases to Customer.

1.4- The Company shall handle the shipment and installation of the Products sold to the Customer or the customers of the Customer who is then an authorized reseller, subject Article 1.5 hereof. The standard shipment and installation period for the Product is 40 (forty) days following the Company’s approval of the order. However, in any case the Customer must contact the Company before any sale and request information on the current and actual shipment and installation periods in writing. The Company reserves the right to adopt an equitable plan of allocation and to adjust delivery schedules accordingly in the event of shortages. In case the Customer to the Company is an authorized reseller, then the reseller shall be responsible for damages, costs, and delay penalties in case such reseller Customer provides a shorter installation and shipment period to its customers without the prior written approval of the Company.

1.5- Unless otherwise agreed in writing by the Company, any physical deliveries of the Products shall be subject to Ex works (Incoterms 2020). The Customer shall be responsible and reimburse the Company for all carriage related costs of insurance, transportation on shipments, import duties, taxes and any other expenses incurred, or licenses or clearances required at port of entry and destination. Unless otherwise agreed in writing by the Parties, the Company shall make the Products available for download over the Internet by the Customer, in which event all of the Company’s obligations in respect of the delivery shall be deemed satisfied.

1.6- The Customer will review all products Company delivered and will test as necessary all items resulting from the services, prior to payment and may reject any inappropriate, nonconforming, or defective Services on condition that these clearly do not conform to the acceptance criteria determined by the Company. Any acceptance criteria and acceptance testing for the Services shall be specified by Company in the applicable Annex to this Agreement, which may include but not be limited to, Quotation/Order Form and SOW, in limited cases (All the annexes or attachments to this agreement shall hereinafter be referred to as “Annexes”) as well as SLA is available at Zero Density’s website on the page that is titled “Legal”. If the Customer is an authorized Reseller, the rights, liabilities, and commitments of the Parties are subject to a separate Reseller Agreement and its supplement (if any), in addition to specific clauses for such Resellers identified in this General Conditions. Reseller Agreement and its supplements shall take priority over any clause applicable to the Resellers in this General Conditions.

1.7- The Customer shall be obliged to inform the Company without delay (but in any case, not later than within 3 (three) business days upon discovery) in writing, if during the acceptance review, it becomes aware of deviations from the contractually agreed requirements.

1.8- To the extent allowed by local law, until full payment of the purchase price of the ordered Products, the title and ownership of all Products shall remain with the Company and the Customer shall not, directly, or indirectly, register a lien, charge, or create or permit the creation of any encumbrance of any nature over the Products. In the event that Customer fails to pay the full purchase price for the Products when due, the Company shall be entitled to enter the premises of Customer and remove the Products from the premises, costs of which shall be borne by the Customer. The Customer shall also fully assist and arrange the removal of the Products from the premises, the failure of which will result in resorting to legal action against the Customer.

1.9- The Customer is required to comply with all applicable export, import or other relevant laws in the applicable jurisdiction, including the regulations of the United States Department of Commerce. The Customer is strictly prohibited from exporting, re-exporting, or importing the Products, regardless of method (including by use of physical delivery, e-mail, or download from FTP or website, etc.), without first complying with all applicable government export laws, rules, regulations, orders, and obtaining any necessary approvals or permits.

1.10- The Company may supply Customer with “dongles” for specified the Products for security purposes. Customer should make all efforts to safeguard dongles. Such specified the Products may not be functional without the provided dongles. The Customer bears all responsibility for lost or stolen dongles (including, without limitation, any loss of functionality with respect to the Products that require such dongles to operate) and the Company shall not bear any responsibility for any such loss or theft and shall not be obligated to provide replacements or refunds thereof. The Company may provide replacements for lost or stolen dongles in its sole and absolute discretion, the provision whereof shall not be construed as imposing any responsibility or liability on the Company with regard to any other lost or stolen dongle.

1.11- The Company may sell hardware if requested by the Customer. In that case, the Company just acts as an intermediary for selling hardware it provided from third party hardware providers and is not responsible for malfunctioning, faulty or errored hardware. However, the Company may, on its own discretion, provide assistance to Customer to remedy the faults, malfunctions, or errors in the hardware.

ARTICLE 2- SERVICES

2.1- Subject to this Agreement, the Customer may order services hosted and managed by the Company. The details, term and scope of the services will be determined through the Quotation/Order Form or other relevant Annexes.

2.2- The Company agrees to provide the services in accordance with the Quotation/Order Form and other relevant Annexes, including all applicable specifications, standards, requirements, exhibits, and proposals referenced, attached, or incorporated by reference into those. The scope of work and the timeframe for completion of each service shall be agreed by the Parties upon in writing at the time of ordering the relevant service and execution of the relevant Quotation/Order Form.

2.3- The Company may provide training of which the fee, timing, content, and terms will be determined solely at the discretion of The Company to Customer employees or representatives on how to use the Products. If the Customer prefers not to take any training, the training fee will be excluded from the total fee as to be stated in the Quotation/ Order Form. However, the Company reserves the right to deny the Customer’s request not to take a training if it believes that the Customer is not capable of using the Products without training.

2.4- If the Company undertakes any work at Customer’s (or its agents’, employees’, contractors’, or customers’) premises (“Outbound Employees”), the Customer shall provide proper, adequate, safe, comfortable, and suitable environmental and operating conditions. Customer shall ensure that its employees, contractors, and agents fully cooperate with, and make themselves available upon Company’s reasonable request for phone discussions and meetings at the Customer’s premises with the Company’s personnel.

2.5- All expenses for the Outbound Employees made while undertaking work for the Customer (including, but not limited to, travel, meals, transportation etc.), shall be covered by the Customer.

ARTICLE 3- PRICES AND PAYMENT

3.1- Software Products Payment Terms:

For software products, the payment terms shall be as follows:

3.1.1-The Company shall issue a separate invoice for each delivery made to the Customer. The amount of the invoice shall be equal to the amount of the price of the delivered Product (also with the addition of the prices of other related services such as installation/training if any). The Parties agree that the term of the invoice is the issue date of the invoice by the Company. The payment of these invoices shall be made by the Customer to the Company in cash and single payment, unless otherwise agreed in writing by the Company, within 7 (seven) days following date of the invoice.

3.1.2- If the Customer chooses to make payment in instalments, the Company will grant the Customer a temporary license to expire at the next payment date. In such case, the license for the Products will be permanent when the payment is made in full.

3.1.3- Extension Period: The Customer is granted an Extension Period of 6 months straight starting from the date they accept the Order Form. Throughout this duration, the Customer retains the choice to acquire additional license(s) at the identical discounted rate applied to the latest purchase price of the respective Product category. The Company shall have sole discretion in determining the discount rate. For the avoidance of doubt, the Company reserves the right, at its sole discretion, to terminate, amend, withdraw, or modify the terms and conditions of the Extension Period at any time.

3.2- Hardware Products Payment Terms:

For hardware products, the payment terms shall be as follows:

3.2.1- The Customer shall make an initial payment of 40% of the total hardware price upon acceptance of the Order Form. Once the Company receives this payment, the production process will commence, and the Customer will enter the production queue, which has an average lead time of 4-6 weeks.

3.2.2- When the hardware is ready for delivery, the Company will notify the Customer. The remaining 60% of the total hardware price must be paid in full within 30 days of such notification. The Company will ship the hardware products only after receiving the full payment.

3.2.3- If the Customer fails to complete the full hardware payment within the specified 30-day period, the hardware products allocated to the Customer may be reassigned to other buyers. In such a case, the Customer will lose their place in the production queue and will need to re-enter the queue, subject to the standard 4-6 week lead time.

3.2.4- If the Customer completes the remaining 60% payment after the 30-day period, the Company will make best efforts to ship the hardware products as soon as possible, but no specific delivery timeline is guaranteed.

3.2.5- Customers who choose to make a 100% upfront payment at the time of order placement will receive priority in the production queue.

3.3- General Payment Terms: The Company, considering the Customer’s behavior and payment history, may change the above payment terms and periods at any time via a written notification. The Customer accepts in advance all changes to be made by the Company in this regard. The Parties hereby accept and declare that, in the event the Customer goes into default, the Company has the right to cancel the order, stop the delivery, change the delivery time, decline new orders, and charge interest per Article 3.3 of these General Conditions.

3.4- Default in Payments: The Customer shall compensate all financing costs incurred by the Company due to the Customer’s default in payments and daily default interest shall be applied for each delayed day at a rate equal to the legal interest rate in the applicable jurisdiction. Such late payment penalty shall not limit the Company’s ability to re-acquire the Products pursuant to Section 1.6 above or seek any additional remedy for damages. Payment of the full price for any order shall be paid without any deduction, set-off or counterclaim whatsoever.

3.5- Guarantees: The Company may request guarantees from the Customer after considering the business relationship with the Customer, the Customer’s payment history, and the general economic condition and risks of the Customer.

3.6- Multi-Year SLA General Conditions: In the event the Customer enters into a multi-year SLA (Service Level General Conditions) with the Company, the Customer may receive a discounted rate for the SLA services. The payment for such agreements may be invoiced and paid on an annual basis. However, if the Customer terminates the SLA before the completion of the agreed multi-year period, the Company reserves the right to invoice the Customer for the difference between the discounted multi-year rate and the standard annual SLA rate for the completed years. Such an invoice shall be payable immediately upon termination.

3.7- SLA Pricing for Subsequent Years: The SLA fee for subsequent years will be calculated based on the total list price of the Products purchased by the Customer, adjusted for inflation. The inflation adjustment will be calculated using the average inflation rate of the six (6) months immediately preceding the SLA renewal month.

The applicable inflation rate shall be determined based on the most widely accepted and recognized inflation index for the relevant region/country. The Company shall have sole discretion in determining the preferred index for such regions/countries, and this determination will be communicated to the Customer prior to the SLA renewal period.

ARTICLE 4 – SUBSCRIPTION

4.1- Subscription Options and License. Company also provides a subscription method to use the Products. You may choose to subscribe for one year or for three years. Article 4 is applied if you choose to subscribe to Products instead of purchasing perpetually. Upon signing the EULA, you will be granted a non-exclusive, non-transferable, non-sublicensable, license to use the Products in the format provided by the Company for the subscription term of your choice. The terms and conditions regarding the licensing of the Product is subject to EULA.

4.2- Support and Maintenance. The scope of support and maintenance services are determined by the SLA package you have purchased and are included in your subscription valid from the license date until the end of your subscription period. You may choose to upgrade your support package by paying additional price, which will be determined in the Quotation. The terms and conditions for such support will be determined in the SLA is available at Zero Density’s website on the page that is titled “Legal”.

4.3- Payment. You may choose to make payments quarterly in each year or once in each year. Subscription payment details are determined in the Quotation. Product installation cost are not included in subscription price and shall be paid separately according to Quotation.  The Parties hereby accept and declare that, in the event the Customer breaches the agreement, deliberately refuses to pay, the Company has the right to terminate the license earlier by requesting the payment of total of the remaining amount and use its other rights per Article 3 of these General Conditions.

4.4- The license is provided to you for the term of your subscription per Article 4.1 and EULA and will be terminated automatically at the end of your subscription period, which will render the Products unusable. The subscription cannot be terminated before the end of the subscription period, unless provided otherwise in this General Conditions.

4.5- You agree, acknowledge, and confirm that Zero Density may, without prior notification to you or approval from you, assign (or reassign, as the case may be) all its claims, demands and rights to charge, bill and collect for subscription payments within the scope of this General Conditions.

ARTICLE 5- SUPPORT AND MAINTENANCE

5.1- In case of perpetual purchase, warranty, support and maintenance services are sold separately from the Product. The separate purchase of a support and maintenance service is – for the duration of one year and starts with the delivery of the Product to partner or end-user who purchase the Product. The Customer may purchase additional software and service level support (SLA) services with the Products. The terms and conditions for such support will be determined in the SLA is available at the Company’s website on the page that is titled “Legal”. Price/fees for SLA is determined in the Quotation or Order Form attached to this General Conditions. Customers with a valid SLA contract are entitled to access the latest version of the Software throughout the SLA period. However, major updates and upgrades may be subject to additional charges.

5.2- In case the Customer does not purchase hardware from the Company, and instead uses custom or third-party hardware, the Company cannot guarantee the full performance of the Software on such hardware. Additionally, for installation, commissioning, and configuration services related to third-party or custom hardware, the Company may invoice extra daily charges as applicable.

5.3-  With the expiration of the valid SLA period, in case the Customer does not opt to receive additional SLA service, the Company will not provide any technical supports or updates and patches for both software and hardware Products and the new versions of the Software will also not be provided unless the Products have an unexpected, specific material error that prevents the Customer from using the Products for that version.

5.4- For the hardware Product purchased by the Customer, the initial1-Year Limited Hardware Warranty is included in the scope of the SLA. The 1-year limited warranty period shall commence with the shipment of the Product to the Partner or End User. The terms and conditions of the 1-year limited hardware warranty is determined in the “1-Year Limited Hardware Warranty” attachment in the SLA.

5.5– If the Customer purchases technical support and/or professional, premium services separately, at least 25% of the total quoted service price must be paid in advance before a date for service delivery can be scheduled. Once this payment is received, dates for the service will be arranged accordingly.

5.6– In case the Customer purchases on-site services, the Customer will be invoiced separately for the Company’s engineer’s accommodation, travel, and other related expenses. In cases where the Customer wishes to prepay these expenses, the Company will include an estimated “Travel & Living Expenses” amount in the initial quotation. After the engineer completes the assignment, if the actual expenses exceed the initially billed amount, the Company will invoice the Customer for the difference between the initial amount and the actual expenses.

ARTICLE 6- WARRANTY AND DISCLAIMER

All Products under these General Conditions are provided “As-Is”. Except as otherwise expressly set out herein, to the maximum extent permitted by law, the Company and its licensors disclaim all warranties of any kind, whether express, implied, or statutory, including without limitation regarding merchantability, fitness for a particular purpose and noninfringement. Except as expressly provided herein, neither the Company nor its licensors warrants that the Products will meet Customer’s requirements, that any the Products will be error-free or operate in an uninterrupted or continuous manner, or that any defects in the Products will be corrected. the Company is not obligated to provide any updates, modifications, or enhancements to the Products.

ARTICLE 7- LIMITATION OF LIABILITY

7.1- To the maximum extent permitted by applicable law, the Company shall not have liability whatsoever for any special, consequential, incidental, indirect or exemplary damages of any kind, including, but not limited to loss of profits or revenues, loss of use of the Products or any associated equipment, cost of capital; cost of, and procurement costs for, substitute goods, facilities, or services; downtime costs, or claims of any third party.

7.2- To the maximum extent permitted by applicable law, the Company’s liability hereunder, for breach of, or arising out of these terms and conditions and/or sale, installation of the Products, provision of services, or otherwise, shall be limited to the refund of the purchase price /license fee for the Products purchased and/or licensed hereunder.

ARTICLE 8- USE OF THE PRODUCTS

8.1- Subject to the terms and conditions set out herein, the Customer is granted a limited, non-exclusive, non-transferable, non-sublicensable, license to use the Products in the format provided by the Company solely for the purpose and during the term (“Term”) specified in the applicable Quotation.

8.2- Except for the Customers who are authorized by the Company as resellers (under a separate reseller agreement); the Customer shall not authorize any third-party uses of any of the material produced by Customer with Products, other than its employees, agents, or sub-contractors.

8.3- The Customer shall not copy, adapt, or modify the Products, develop, or distribute any Products or any other works derivative thereof, or use any variation of the Products. Customer shall not, and shall not permit any third party to, disassemble, reverse engineer, attempt to find the underlying code of, or decompile any Products or any part thereof, or cause any Products to be subject to the terms of any open-source software license.

8.4- The Customers agree that all terms and conditions regarding the licensing and use of the Products shall be governed under the relevant End User License Agreement (“EULA”) which will be binding on the Customer which will be accessed to at Zero Density’s website on the page that is titled “Legal”. Any EULA will be accepted during the installation of the Software, in any case, you agree that you will be considered as accepting the EULA if you start using the Software. The Customers may choose between Standard License and Enterprise License as it specified in Zero Density EULA and the license type which the Customer purchased will be specified in the quotation.

ARTICLE 9- INTELLECTUAL PROPERTY

9.1- Title to and ownership of and all proprietary rights, including all intellectual property rights, in and to Products, all modifications thereto and derivative works thereof, and related documentation and all partial or complete copies thereof, whether registered or protected under law or not, shall at all times remain with the Company. As between the Parties, the Customer hereby acknowledges that the Company is the sole owner and/or the authorized sub-licensor of all right, title, and interest to all Products, all modifications thereto and derivative works thereof, and related documentation, and any intellectual property rights therein. Notwithstanding the foregoing, any software, tools, or materials independently developed by the Customer using the Products solely as a platform or tool—without incorporating or modifying the source code or proprietary content of the Products—shall not be considered “derivative works” and shall remain the property of the Customer; provided that such developments do not replicate, compete with, or substitute the core functionality of the Products and are used exclusively for the Customer’s internal business purposes.

9.2- In addition to any other termination provisions set forth herein, the Company may terminate all licenses set forth herein if the Customer contests or opposes any intellectual property rights associated with the Products (including without limitation all modifications thereto and derivative works thereof) or if the Customer advises or consults with any party engaging in any such contest. Upon any termination hereof according to this Article or due to any reason whatsoever, the Customer shall immediately cease using the Products, all modifications thereto and derivative works thereof, and related documentation and shall promptly return all copies thereof to the Company. The Customer shall delete all copies of such material in its possession and shall, within 3 (three) days of termination, certify to the foregoing. The Company reserves the right to discontinue the operational functionality of any Products without notice to Customer where Customer has failed to pay the full price as required.

9.3- The Customer shall notify the Company of all cases of sale/trade of fake and/or counterfeit Products in the relevant territory or cases where the interests and rights of the Company is damaged or infringed by third parties, that the Customer becomes aware.

9.4- The Customer shall only use the items that they have the right or license to use in the Products. If, for some reason, a third party makes any claims against the Company due to Customer’s use of an unlicensed item in the Products, the Customer agrees to be liable for all the relevant losses and damages caused to the Company for such violation of Intellectual Property rights.

ARTICLE 10- CONFIDENTIALITY

10.1- All of the Products and codes, programming techniques, concepts, process methods, calculations, algorithms, system designs, discoveries, inventions, concepts, flow charts, product specifications, application program interface specifications, know-how, etc. concerning or related to the Products are regarded as “Confidential Information” by the Company. The Customer accepts and undertakes that such information owned by the Company is confidential and is subject to non-disclosure to third parties, not to disclose such information to third parties for any reason whatsoever, to take all precautions for such information to not become known by third parties, make sure that its employees and other relevant persons comply with such obligations, to not provide such information to the benefit or use of third parties, to not permit making copies of such information.

10.2- Without prejudice to Article 8.1 above, company and product information (such as technical information including know-how, employee, customer, marketing, financial and other information) that are confidential in nature and that the Parties to not wish to disclose to third parties, that are not made public, that the Parties deem confidential and find it beneficial to keep confidential shall also be deemed as “Confidential Information” under this General Conditions. The Parties accept and undertake that such information owned by the other Party is subject to non-disclosure to third parties, not to disclose such information to third parties for any reason whatsoever, to take all precautions for such information to not become known by third parties, make sure its employees and other relevant persons comply with such obligations, to not provide Confidential Information, in part or in whole, directly or indirectly, to the information and use of third parties, to not disclose such information and to compensate all losses of the other party in case of non-compliance with such obligations.

10.3- The Customer may only process the personal data it received or collected from the Company if:

• the data subject has given consent to the processing of his or her personal data for one or more specific purposes and the Company is made aware of such consent by the data subject or the Customer;
• processing is necessary for the performance of the General Conditions and all its Annexes or in order to take steps at the request of the data subject prior to entering into a contract;
• processing is necessary for compliance with a legal obligation to which the Customer is subject;
• processing is necessary in order to protect the vital interests of the data subject or of another natural person;
• processing is necessary for the performance of a task carried out in the public interest or in the exercise of official authority vested in the controller and the Company is made aware of such situation;
• processing is necessary for the purposes of the legitimate interests pursued by the controller or by a third party, except where such interests are overridden by the interests or fundamental rights and freedoms of the data subject which require protection of personal data, in particular where the data subject is a child, and the Company is made aware of such legitimate interest.

10.4- The Parties’ obligations under the Article 8.1. and 8.2. shall continue to be in force as an independent contract even after the termination of this General Conditions in any way.

10.5- In case any of the Parties violate the confidentiality obligations herein, the breaching Party shall hold harmless and compensate the other Party for all damages, losses, claims, lawsuits, and investigations due to such violation.

ARTICLE 11- NON-SOLICITATION

During the term of this General Conditions and for two (2) years thereafter, the Customer shall not without the prior written consent of the Company, hire employees (or former employees within two (2) year of their termination date) of the Company to join the Customer or any of its Affiliates of the Customer.

If during the term of the General Conditions or within two (2) years thereafter the Customer without the prior written consent of the Company hires any of the remaining employees of the Company to join the Customer or any Affiliates of the Customer, the Customer will pay the Company as penalty, $200,000 (two hundred thousand US dollars) for each hired employee.

ARTICLE 12- TERM AND TERMINATION

12.1- The Company may terminate these General Conditions upon written notice if Customer materially breaches any obligation hereunder and Customer fails to remedy such breach within 15 (fifteen) days after receiving notice thereof from the Company. If such default is remedied to the Company’s satisfaction during such 15-day notice period and a second default occurs within 3 (three) months of the original default, the second default shall be deemed not to be curable, and the Company may terminate these General Conditions upon written notice to Customer.

12.2- To the maximum extent permitted by applicable law, the Company may terminate these General Conditions if (i) a receiver is appointed for Customer or its property; (ii) Customer becomes insolvent or unable to pay its debts as they mature or makes an assignment for the benefit of its creditors; (iii) any voluntary proceedings are commenced by or for the Customer under any bankruptcy, insolvency or debtor relief law; (iv) any proceedings are commenced against Customer under any bankruptcy, insolvency or debtor relief law and not dismissed with 30 days, or (v) Customer is liquidated or dissolved.

ARTICLE 13 – EXPORT CONTROLS AND RESTRICTIONS

13.1- The Customer undertakes the following issues in terms of the goods and services to be supplied from Zero Density, including directly or indirectly benefiting third parties such as selling, renting, making use of the products and services purchased under the relevant Agreement, the licenses for which it has the right to use:

(i) The Customer shall not enter into any agreements or conclude any transactions whatsoever with any customers, distributors, or other parties for selling, exporting, or licensing Zero Density products, goods, or services, or providing maintenance, repair, or other services, or conduct any other business directly or indirectly to any person that is in whole or in part directly or indirectly owned or controlled by a person that is the target of any economic sanctions or restrictive measures enacted, administered, or enforced by the United States of America, the United Nations Security Council, the European Union, Republic of Turkey, United Kingdom or other relevant sanctions authority (“Sanctions”).

(ii) The Customer shall not otherwise engage in any unlawful activity, practice, or conduct that will violate any economic sanctions or restrictive measures enacted, administered, or enforced by the United States of America, the United Nations Security Council, the European Union, Republic of Turkey, United Kingdom or other relevant sanctions authority.

(iii) There is no Contract that is valid and effective between the Customer and its own customers, agents, distributors, or any other parties, under which the Customer shall manufacture, sell or export services, products, or goods, or provide maintenance, repair or other services, licenses, directly or indirectly, to any Sanctioned Persons in any of the Sanctioned Countries or any Persons or governments who are a target of Sanctions.

(iv) The customer shall not sell, use, have them used, or mediate such use the Zero Density’s products to the military of any country and for military or political propaganda purposes.

(v) The Customer shall comply with all laws, statutes, regulations, and codes relating to anti-bribery and anti-corruption, including the US Foreign Corrupt Practices Act and the UK Bribery Act.

13.2- The Customer accepts and undertakes that any of its subsidiaries, or any director, officer, employee, affiliate, or agent is a person or entity that is or is directly or indirectly owned or controlled by a person that is the target of any person that is in whole or in part directly or indirectly owned or controlled by a person that is the target of any economic sanctions or restrictive measures enacted, administered, or enforced by the United States of America, the United Nations Security Council, the European Union, Republic of Turkey, United Kingdom or other relevant sanctions authority.

13.3- The Customer accepts and undertakes not to conduct any transactions in relation to any person subject to Sanctions with the intermediation of Zero Density and not to use any purchased products/services, or right to use the license delivered by Zero Density or any account before the Zero Density within this respect and not to use any income described under this article for the repayment of the purchased products/services, or right to use the license from the Zero Density.

 

ARTICLE 14 – MISCELLANEOUS

14.1- The Annexes are the integral part of these General Conditions.

14.2- These General Conditions supersede all other terms and conditions agreed between the Parties regarding the sale, delivery, or trade of the Products in any way.

14.3- The Company shall have the right to unilaterally amend these General Conditions by notifying the Customer in writing at least 30 (thirty) days in advance. However, amended General Conditions shall not be applicable to the orders that are already placed by the Customer according to Article 1 hereof.
14.4- Nothing contained in these General Conditions shall be deemed or construed to create the relationship of principal and agent or of partnership or joint venture, and except as otherwise specifically agreed upon in writing by the Parties, neither party shall hold itself out as an agent, legal representative, partner, subsidiary, joint venture, servant, or employee of the other. Neither party nor any officer or employee thereof shall, in any event, have any right collectively or individually, to bind the other party, to make any representations or warranties, to accept service of process, to receive notice or to perform any act or thing on behalf of the other party, except as authorized in writing by such other party in its sole discretion.

14.5- The Company shall have the right to assign or transfer all or part of any of its rights or obligations under these General Conditions to any third parties by giving of a notice in writing to the Customer. The Customer shall have no right to assign or transfer any of its obligations or rights under these General Conditions to any third party. Unauthorized assignment of any such rights or obligations shall be void.

14.6- These General Conditions shall be governed by the laws of the State of Nevada (except to the extent federal law governs copyrights and federally registered trademarks) without regard to conflicts of law provisions, and the Customer hereby consents to the exclusive jurisdiction of the state and federal courts sitting in the State of Nevada.

14.7- During the resolution of any dispute arising from the application or interpretation of these General Conditions, Company’s commercial books and records within these books (including computer records) shall be construed as unilateral material evidence.

14.8- If any provision, provisions, or any portions of any provisions, of these General Conditions shall be held to be invalid, illegal, or unenforceable, the remaining provisions or portions of any provisions shall be valid and enforceable to the fullest extent permissible by law.