Last updated: July 26, 2021
Augmentus partners with selected hardware manufacturers and/or suppliers (“Hardware Partners”) to resell certain hardware which are compatible with and are to be used in conjunction with the Augmentus Software.
If you have opted to purchase hardware via Augmentus as part of your Purchase Order (“Hardware”), this Hardware Resale Terms applies to you and your use of the Hardware may be subject to such additional terms and conditions as the relevant Hardware Partner may specify in respect of such Hardware (“Hardware Partner’s T&C”).
This Hardware Resale Terms supplements and is incorporated into the Augmentus Terms of Service, and this Hardware Resale Terms shall be read in conjunction with the Augmentus Terms of Service and your Purchase Order. In the event of any conflict between the Augmentus Terms of Service and this Hardware Resale Terms, the provisions of this Hardware Resale Terms shall prevail. All terms used in this EULA shall, unless otherwise specified, bear the meanings defined in the Augmentus Terms of Service.
Augmentus reserves the exclusive right to periodically update this Hardware Resale Terms unilaterally at its discretion at any time, by posting the new Hardware Resale Terms at the following URL: [insert URL here]. Your purchase of any Hardware via Augmentus will be subject to the version of this Hardware Resale Terms which is in effect as at the date of your purchase. it is your responsibility to check this page every time you place a new order for Hardware via Augmentus
1.1 Reseller. Augmentus is only a reseller of the Hardware. Augmentus does not manufacture or produce any hardware, and the Hardware is ultimately provided by the Hardware Partners.
1.2 Your Acknowledgement. You acknowledge that in providing and delivering the Hardware, Augmentus is merely acting as a middleman and providing such service for your convenience.
1.3 Independent Obligations. Your obligation to pay Augmentus for Hardware purchases is independent of the obligations between you and the relevant Hardware Partner.
1.4 Hardware Partners’ Responsibilities and Liabilities. The relevant Hardware Partner (and not Augmentus) is and remains responsible and liable for all matters relating to their Hardware (including but not limited to the quality, warranty period and claims, customer and technical support), unless otherwise specified in your Purchase Order. Any and all liability relating to or arising from or in connection with the Hardware shall be governed by the relevant Hardware Partner’s T&C.
1.5 Disputes regarding Hardware. Any Disputes regarding the quality or other terms of the Hardware purchased shall be handled directly between you and the relevant Hardware Partner and you shall contact the relevant Hardware Partner directly to file your dispute with them. Notwithstanding any ongoing dispute with any Hardware Partner, you remain liable to Augmentus for any fees or amounts due on all Hardware purchased by you in your Purchase Order which may be related to the dispute.
2.1 Augmentus shall deliver the Hardware to you in accordance with the specifications and timeline, and subject to the additional terms and conditions (if any), set out in your Purchase Order.
3.1 Where applicable, the Hardware will be covered under a limited warranty for such duration specified in your Purchase Order. Any applicable hardware warranty shall be subject to the relevant Hardware Partner’s T&C.
4.1 You shall comply with all relevant Hardware Partner’s T&C imposed by the Hardware Partners in respect of the Hardware which you have purchased.
5.1 Hardware. Each Hardware Partner is and shall remain the sole legal and beneficial owner of all rights, title, benefits and interests in and to their Hardware, including all updates, modifications, derivative works and all Intellectual Property Rights relating thereto, any sales, marketing and promotional materials relating thereto, and all documents and other copies and tangible embodiments of all of the foregoing.
5.2 Your Rights. Your rights and license to use the Hardware are strictly limited to those expressly granted to you by the Hardware Partner under their appliable terms and conditions. No other rights with respect to the Hardware or any related Intellectual Property Rights are granted or implied and you shall not claim, any rights, title, ownership or interest in and to the Hardware. You agree to use reasonable efforts to protect the Hardware from any unauthorized use, modification, reproduction, distribution and publication.
5.3 Restrictions and Prohibitions. In relation to the Hardware Partners’ Intellectual Property Rights, you shall not, and shall not permit any person to:
(a) access or use any part or component of the Hardware for any purpose or in any manner other than as expressly permitted in writing by the relevant Hardware Partner;
(b) access or use any part or component of the Hardware in any way that could damage the reputation of Augmentus or the relevant Hardware Partner or the goodwill or other rights associated with the Hardware;
(c) do anything that will or might (whether directly or indirectly) affect, compromise, prejudice or conflict with the relevant Hardware Partner’s Intellectual Property Rights in any manner;
(d) save as otherwise expressly permitted in writing by the relevant Hardware Partner, copy, reverse engineer, decompile, disassemble, attempt to derive the source code of, modify, create derivative works of, re-post or re-publish to other applications or websites, change, or distribute, license, sub-license, transfer or otherwise make available to any third party any aspect of the Hardware in any manner;
(e) use any part or component of the Hardware or any materials incidental thereto to develop any products or services that is competitive with the Hardware; and
(f) directly or indirectly, challenge or contest the validity of any Hardware Partners’ Intellectual Property Rights, or any registrations thereof and/or applications therefore in any jurisdiction, or the right, title and interest of the relevant Hardware Partner therein and thereto, nor will you claim or register any interest in any Hardware Partners’ Intellectual Property Rights in any jurisdiction, other than the rights expressly granted to you by the relevant Hardware Partner.
5.4 For the purposes of this Section 4, “Intellectual Property Rights” means intellectual property rights of any kind including, without limitation, all rights in or arising out of patents, trade, service and other marks, registered designs (and applications for all of the same), copyrights and rights affording equivalent protection to copyrights, database rights, mask work rights, design rights, moral rights, rights protecting trade secrets and confidential information, rights protecting goodwill and reputation, and all other similar corresponding proprietary rights and all applications for the same, trade, product, brand and business names, logos, get-ups, inventions, discoveries, improvements, derivative works, designs, techniques, computer programs, trade secrets, supply distributorship agency and other like agreements, technical and commercial know-how and confidential processes, and information including rights acquired under licences or other agreements in connection with any of the same, all derivatives and full right to all intellectual property and legal protection relating to the same and in every case (unless the context otherwise requires), whether presently existing or created in the future, anywhere in the world, whether registered or not, and all benefits, privileges, rights to sue, recover damages and obtain relief for any past, current or future infringement, misappropriation or violation of any of the foregoing rights; and
6.1 AUGMENTUS IS ONLY A RESELLER OF THE HARDWARE AND SHALL TRANSFER AND ASSIGN TO YOU ANY AND ALL TRANSFERABLE WARRANTIES MADE TO YOU BY THE RELEVANT HARDWARE PARTNER. UNLESS OTHERWISE SPECIFIED IN WRITING AND SIGNED BY AUGMENTUS, AUGMENTUS PROVIDES NO INDEPENDENT WARRANTY FOR ANY HARDWARE. YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY ALLEGED NON- CONFORMING PART, DEFECT, FAILURE, INADEQUACY, OR BREACH OF ANY WARRANTY RELATED TO ANY HARDWARE (COLLECTIVELY, "DEFECTS") SHALL BE LIMITED TO THOSE WARRANTIES AND REMEDIES PROVIDED BY THE RELEVANT HARDWARE PARTNER. AUGMENTUS IS NOT RESPONSIBLE FOR OBTAINING OR DELIVERING OR PAYING FOR REPLACEMENT HARDWARE
6.2 THE HARDWARE IS ALL PROVIDED BY AUGMENTUS ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY REPRESENTATIONS, WARRANTIES, COVENANTS OR CONDITIONS OF ANY KIND. AUGMENTUS MAKES NO WARRANTIES WHATSOEVER WITH RESPECT TO ANY HARDWARE OR ANY PART THEREOF AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, AUGMENTUS DISCLAIMS ALL ANY WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, WHETHER ALLEGED TO ARISE BY OPERATION OF LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, BY COURSE OF DEALING OR OTHERWISE, INCLUDING (WITHOUT LIMITATION) ANY AND ALL (A) WARRANTIES REGARDING THE MERCHANTABILITY OF THE HARDWARE; (B) WARRANTIES REGARDING FITNESS OR SUITABILITY FOR ANY PURPOSE (WHETHER OR NOT AUGMENTUS KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED OR IS OTHERWISE AWARE OF ANY SUCH PURPOSE); (C) WARRANTIES REGARDING NON-INFRINGEMENT OR CONDITION OF TITLE; (D) WARRANTIES THAT THE HARDWARE WILL OPERATE UNINTERRUPTED OR ERROR-FREE OR SUCH ERRORS WILL BE CORRECTED, AND AUGMENTUS DISCLAIMS ALL LIABILITY WITH RESPECT TO ANY FAILURES OF THE HARDWARE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM AUGMENTUS OR ELSEWHERE WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THE AGREEMENT.
6.3 YOU ACKNOWLEDGE AND AGREE THAT TO THE EXTENT THAT ANY LOSS, DAMAGE OR INJURY OF ANY NATURE WHATSOEVER IS CAUSED, DIRECTLY OR INDIRECTLY OR IN ANY MANNER WHATSOEVER, BY YOUR USE OF THE HARDWARE, AUGMENTUS SHALL NOT BE RESPONSIBLE NOR LIABLE FOR ANY SUCH LOSS, DAMAGE OR INJURY WHETHER YOUR CLAIM IS BASED UPON PRINCIPLES OF TORT, CONTRACT, WARRANTY, STRICT LIABILITY, BREACH OF ANY STATUTORY OR COMMON LAW DUTY OR PRINCIPLES OF INDEMNITY OR CONTRIBUTION.