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General Terms US-Version 15
These terms of service (the “Terms”) between Trodat USA, Inc. (“Trodat”) and Licensee govern the use of the UTYPIA platform and services (“UTYPIA”). These Terms and the Standard Shop License Agreement (“License Agreement”) and these Terms (collectively, the “Agreement”) comprise the entire Agreement between the parties. In the event of any conflict between these Terms and the License Agreement, these Terms will govern.
DEFINITIONS.
“UTYPIA” shall mean the Content, Software and Shop Site licensed to Licensee by Trodat under the License Agreement and any other services related to the content, software and Shop Site.
“Shop Site” shall mean the “web pages” on UTYPIA that are set up for use and customization by Licensee to sell products that are chosen by and priced by Licensee to its customers.
“Content” shall mean (i) marketing collateral, (ii) data, (iii) databases, (iv) database designs and structures (v) database queries and procedures, (vi) data dictionaries, (vii) any files, scripts or procedures which contain Trodat's business rules, (viii) text, (ix) audio files, (x) video files, (xi) animated sequences, (xi) graphics, (xii) the "look and feel" of the Web pages presented to the user, (xiii) the manner of presenting information to the user, (xiv) Web page layouts including, without limitation, all aspects associated with the Shop Site and all uses of Trodat advertisement, trademarks and service marks, (xv) magnetic files, (xvi) ideas relating to the manner in which UTYPIA is designed or functions, (xvii) other similar items and (xviii) all documentation relating to the foregoing.
“Software” shall mean all computer program code, routines, subroutines, procedures, scripts, software and other computer programming and other results and proceeds of Trodat's work or that of its third party consultants on or related to the UTYPIA Shop Site or Content.
“Fees” shall mean the fees due to Trodat for the selected UTYPIA product(s) specified in the License Agreement.
“Affiliate” of a party shall mean any entity that directly or indirectly controls, or is under common control with, or is controlled by, such party. As used in this definition, "control" (and its correlative meanings, "controlled by" and "under common control with") shall mean possession, directly or indirectly, of at least twenty percent (20%) of the power to direct or cause the direction of management or policies (whether through beneficial ownership of securities or other ownership interests, by contract or otherwise).
RIGHTS AND RESPONSIBILITIES OF TRODAT.
Subject to and conditioned on the payment of the Fees, Trodat shall provide a limited, worldwide, non-assignable, non-exclusive license for the use of UTYPIA to Licensee as specified in the License Agreement. Trodat shall use reasonable efforts to provide access to Licensee to UTYPIA and enable Licensee to fulfil orders from customers that are placed through Licensee's Shop Site on UTYPIA.
Licensee acknowledges that Trodat may monitor Licensee’s Shop Site for certain data, such as ordering information, click-stream data, and website hits (“Transaction Information”) for Trodat and Licensee’s benefit, and for general business purposes such as generating reports, data analysis and improving UTYPIA.
The Trodat supports the UTYPIA solution of the Licensee for the duration of the contract. This support includes:
· Hosting, firewall, regular back-ups
· Listing of new Trodat products into the UTYPIA solution (except in UTYPIA Voucher)
· Support e-mail: UTYPIA@trodat.net for the Licensee in English language.
· Support Hotline 001 732 529 8523 uTypia@trodat.net for the Licensee in English language. Available every day from 09.00 a.m. to 16.00 (04.00 p.m.) Eastern Standard Time (EST - GMT-5) except Saturdays, Sundays and on US- holidays.
· Alternative Support-Hotline +43 (0) 7242/239-340; uTypia@trodat.net for the Licensee for technical support for Setup and Operation in English and German Language. Available every day from 09.00 a.m. to 17.00 (05.00 p.m.) GMT+1 Time zone except Saturdays, Sundays and on Austrian holidays.
· On-Site technical support is not included in the scope of the support duties. On-Site support is not necessary for normal setup or operation. On-Site Support can be specifically requested by the Licensee for an additional fee, and Trodat will issue a written Work Order for any such additional fees.
The scope of the support does not include setting up additional products or Layout templates. Trodat's services are provided at its own discretion, for fair use and without any obligation to provide specified capacity or individual technical specifications.
Trodat may update features from time to time, and may discontinue specific features or technical support in its discretion. Over time UTYPIA may lose compatibility with older browsers. Trodat disclaims all liability in the event that an update results in unavailability or incompatibility with older browsers.
For uTypia Consumernext: Adobe Magento community edition Standard Features are included in the support. Optional areas in the shop like e.g. landing pages, reports, extended product descriptions, additional images are not included in the support but can be administered by the shop owner. Information can be found in the Adobe Magento manuals provide by Adobe. Third-party extensions outside the scope defined by Trodat are excluded.
RIGHTS AND RESPONSIBILITIES OF LICENSEE:
Licensee shall pay the Fees set forth in the License Agreement. All fees are non-refundable. In addition, Licensee shall pay for all personal and travel expenses for its own employees, agents and consultants related to UTYPIA, provided, that, to the extent Trodat shall incur such expenses on behalf of Licensee, Trodat shall not incur any expense without the approval of Licensee.
These Fees are subject to change with 30 days prior written notice, provided, that such fees shall not increase by more than ten percent (10%) during each calendar year of this Agreement.
If there are delays in the setup process due to the Licensee’s actions or omissions, the Trodat may invoice the open setup-fee as specified in the License Agreement in the 6th month of the contract date, and may charge the minimum transaction fees as specified in the License Agreement thereafter.
Licensee shall set up its own credentials for the use of UTYPIA, and is responsible for the maintaining the security of its credentials, and of all activities occurring under its own account.
Notwithstanding anything herein to the contrary, under no circumstances may Licensee sell, assign, distribute, sub-license or otherwise transfer this Agreement or its rights granted pursuant to this Agreement or any portion, modification or derivation thereof without the express written consent of Trodat, which consent may be withheld in Trodat’s sole discretion.
In the event Licensee maintains one or more Shop Sites, all such sales shall be at the prices and upon the terms and conditions set by Licensee. In addition, Licensee shall be responsible for invoicing and accounts payable collection for its own Shop Sites. Licensee shall have all right, title and interest in and to customer lists and leads generated through Licensee’s Shop Sites. The look, feel and other format choices for the Shop Site shall be set up and controlled by Trodat and Trodat shall have the right to have a defined area on each Shop Site for branding and other promotional services. Licensee shall be allocated storage space to upload Licensee owned content to be displayed on the Shop Site (“Licensee Content”). Licensee shall only upload Licensee Content relating to the products to be sold by Licensee or Licensee’s business such as Licensee logo and company description. Trodat does not claim ownership of Licensee Content placed on UTYPIA and for all such Licensee Content, Licensee grants Trodat a royalty-free, worldwide non-exclusive license to reproduce, modify, adapt and publish Licensee Content for the purpose of operating and promoting Licensee’s Shop Site and UTYPIA.
Licensee shall not publish or permit the publication of any material on UTYPIA that is illegal, threatening, obscene, libelous, unlawful, harassing, abusive, hateful, defamatory, of a lurid nature, pornographic, or racially, ethnically or otherwise objectionable. Licensee further agrees that the UTYPIA Shop Site controlled by Licensee does not violate or infringe any copyright, trademark, patent, statutory, state or common law or proprietary rights of others. Licensee shall not produce or sell any goods, which could cause damage to the function, quality or reputation of UTYPIA or Trodat. Trodat does not pre-screen Licensee Content and Licensee acknowledges that Trodat has the right, but not the obligation, in its sole discretion to refuse or remove any Licensee Content that violates this Agreement or is otherwise objectionable to Trodat. Licensee agrees to evaluate and bear all risks associated with the use of Licensee Content, including any reliance by any entity on the accuracy, completeness or usefulness of such Licensee Content.
Licensee shall not use UTYPIA to build or support products competing with UTYPIA; or remove any identification markings or copyright notices.
Licensee agrees to use UTYPIA in a manner consistent with any and all applicable laws.
All business conducted by Licensee on or related to UTYPIA and Licensee’s Shop Site(s) with third parties, including, without limitation, payment and delivery terms for goods and services, and all other terms, conditions, warranties and representations are solely between Licensee and such third party. Licensee agrees that Trodat shall not have any liability or responsibility for any loss, damage or claim of any kind resulting from Licensee’s transactions with third parties on the Shop Sites.
Every UTYPIA solution shall be operated under its own URL (internet address). The Licensee may choose from among a number of URLs made available by Trodat. Trodat shall own all URLs provided by Trodat. If Licensee uses its own URL, the Licensee shall bear the costs for setting up that URL and for the costs of the domain. For UTYPIA basic, Licensee may use only those URLs made available by Trodat.
The Licensee agrees to be named as a reference customer by Trodat.
The Licensee must provide an email address for order data to be sent. If the Licensee has access to the administrative portion of UTYPIA to perform administrative tasks, the Licensee must use an updated browser for these administrative tasks.
Enabling credit card payments on the Shop Site will require Licensee to meet additional requirements which will be listed on the License Agreement.
DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY:
UTYPIA AND ALL SOFTWARE ARE PROVIDED TO LICENSEE "AS IS" AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, TRODAT, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE TRODATS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SOFTWARE AND DOCUMENTATION, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, THE TRODAT PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE LICENSED SOFTWARE WILL MEET THE LICENSEE'S REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
LICENSEE ASSUMES ALL RESPONSIBILITIES AND RISK FOR THE USE OF UTYPIA, THE SERVERS WHERE UTYPIA IS HOSTED AND THE INTERNET GENERALLY. TRODAT AND ITS DIRECTORS, OFFICERS, AGENTS, PARENT COMPANY, AND AFFILIATES DISCLAIM ALL WARRANTIES, REPRESENTATIONS OR ENDORSEMENTS, EXPRESS OR IMPLIED, WITH REGARD TO THE INFORMATION ACCESSED FROM, OR VIA, UTYPIA, THE SERVERS INVOLVED IN THIS PROCESS AND THE INTERNET. TRODAT, ITS DIRECTORS, OFFICERS, AGENTS, PARENT COMPANY, AND AFFILIATES, DO NOT ASSUME ANY LEGAL LIABILITY OR RESPONSIBILITY FOR THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY INFORMATION, APPARATUS, PRODUCT OR PROCESS INVOLVED IN UTYPIA, THE INTERNET OR OTHER MATERIAL ACCESSIBLE FROM UTYPIA, THE SERVERS WHERE UTYPIA IS HOSTED OR THE INTERNET.
IN NO EVENT WILL TRODAT OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR ANY USE, INTERRUPTION, DELAY, OR INABILITY TO USE THE SOFTWARE; LOST REVENUES OR PROFITS; DELAYS, INTERRUPTION, OR LOSS OF SERVICES, BUSINESS, OR GOODWILL; LOSS OR CORRUPTION OF DATA; LOSS RESULTING FROM SYSTEM OR SYSTEM SERVICE FAILURE, MALFUNCTION, OR SHUTDOWN; FAILURE TO ACCURATELY TRANSFER, READ, OR TRANSMIT INFORMATION; FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION; SYSTEM INCOMPATIBILITY OR PROVISION OF INCORRECT COMPATIBILITY INFORMATION; OR BREACHES IN SYSTEM SECURITY; OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT TRODAT WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT WILL TRODAT'S AND ITS AFFILIATES‘, INCLUDING ANY OF ITS OR THEIR RESPECTIVE LICENSORS' AND SERVICE PROVIDERS‘, COLLECTIVE AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, EXCEED THE TOTAL AMOUNT PAID TO THE TRODAT PURSUANT TO THIS AGREEMENT FOR UP TO SIX (6) MONTHS OF FEES PAID TO TRODAT UNDER THE LICENSE AGREEMENT.
INTELLECTUAL PROPERTY.
Ownership. Except for Licensee Content, any and all trademarks, trade names, copyrights, patents, designs, mask works, IP numbers, addresses, domain names (whether assigned to Licensee or not), software, and other intellectual property rights used in, added to, embodied in, suggested by or developed by Trodat or Licensee for or in connection with UTYPIA, products sold by Trodat or the relationship between the parties hereto (the “Intellectual Property”) are and shall be the exclusive property of Trodat or Trodat’s Affiliates. Licensee acknowledges and agrees that UTYPIA and the related Software are provided under license, and not sold, to Licensee. Licensee does not acquire any ownership interest in UTYPIA or the Software under this Agreement, or any other rights thereto, other than to use the same in accordance with the license granted and subject to all terms, conditions, and restrictions under this Agreement. Trodat and its licensors and service providers reserve and shall retain their entire right, title, and interest in and to UTYPIA and the Software and all Intellectual Property rights arising out of or relating to the Software, except as expressly granted to the Licensee in this Agreement. Licensee shall use commercially reasonable efforts to safeguard UTYPIA and all Software (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access. Licensee shall promptly notify Trodat if Licensee becomes aware of any infringement of the Trodat’s Intellectual Property Rights in the Software and fully cooperate with Trodat, at Trodat’s sole expense, in any legal action taken by Trodat to enforce its Intellectual Property rights.
No Reverse Engineering. All rights not expressly granted hereunder are reserved by Trodat. Without limiting the foregoing, Licensee may not reverse engineer, reverse assemble, decompile or otherwise attempt to derive the source code from UTYPIA, Intellectual Property or other software provided to Licensee hereunder.
Fonts. For certain services or products, as specified in the License Agreement, Trodat provides fonts to create layouts within UTYPIA (“the Font Pool”). Trodat represents and warrants that it either owns the fonts in the Font Pool or is able to sublicnses such fonts under a valid license. Licensee may not use fonts that are not in the Font Pool without the written consent of Trodat.
Fonts from the Font Pool are provided free of charge. The Service specified in the License Agreement will determine how many fonts are available for Licensee’s use. The fonts are provided according to their corresponding license agreements and Trodat may add or remove fonts in its sole discretion, and may cancel Licensee’s ability to use a particular font if Licensee is using such font in a manner that violate Trodat’s license.
TERM AND TERMINATION
Except for termination pursuant to an Event of Default, this Agreement shall continue until the end of the then-current calendar year, and shall automatically renew for an additional year, unless either party gives written notice of non-renewal not less then thirty (30) days prior to the end of the calendar year. Either party may terminate this Agreement upon 30 days written notice and the payment of a cancellation fee in the amount of one month of the Service as specified on the License Agreement.
The occurrence of any one or more of the following events shall constitute an "Event of Default" under this Agreement:
· Failure of Licensee to pay, within ten (10) days of the due date, any of the payment obligations of Licensee due to Trodat;
· If either party breaches any of the terms and provisions of this Agreement, and the party involved fails to cure the breach within ten (10) days after receiving written notice specifying the particulars of the breach; and
· If Licensee is performing activities that in Trodat’s sole judgement are harmful to Trodat, UTYPIA or other users of the Internet, Trodat may, without notice, immediately terminate this Agreement and Licensee’s access to UTYPIA; and
Upon the occurrence of an Event of Default, the non-defaulting party may, in addition to and without any prejudice to any other rights it may have (including, without limitation, the rights to sue for injunctive relief or monetary damages which rights shall be cumulative and non-exclusive), terminate this Agreement upon written notice to the defaulting party.
EFFECT OF TERMINATION OR EXPIRATION.
Upon and after the expiration or earlier termination of this license, (a) all rights granted to Licensee, its receivers, representatives, trustees, agents, administrators, successors or assigns hereunder shall forthwith revert to Trodat, (b) Licensee shall refrain from further use of UTYPIA or any further reference, direct or indirect, thereto or to anything substantially similar to or likely to be confused with UTYPIA. Licensee further specifically waives the right to sue or collect for any money damages or losses arising out of any such termination.
CONFIDENTIALITY
Each party acknowledges that, in connection with the performance of this Agreement, it may receive certain confidential or proprietary technical and business information and materials of the other party and the other party's business partners, including, without limitation, Intellectual Property, non-public areas of UTYPIA, customer names, addresses, phone number, contact person, and Transaction Information ("Confidential Information").
Each party hereby agrees: (i) to hold and maintain in strict confidence all Confidential Information of the other party and not to disclose it to any third party (including without limitation, clients, customers or strategic partners of Client that may have access to UTYPIA or that may be involved in the development of UTYPIA); and (ii) not to use any Confidential Information of the other party except as permitted by this Agreement or as may be necessary to perform its obligations under this Agreement. Each party will use at least the same degree of care to protect the other party's Confidential Information as it uses to protect its own Confidential Information of like importance, and in no event shall such degree of care be less than reasonable care. Notwithstanding the foregoing, the parties agree that Confidential Information will not include any information that: (i) is or becomes generally known or is or becomes part of the public domain through no fault of the other party, (ii) the first party authorizes to be disclosed; (iii) is rightfully received by the other party from a third party without restriction on disclosure and without breach of this Agreement; or (iv) is known to the other party on the date of disclosure from a source other than the first party, and not subject to a confidentiality obligation; (v) is required to be disclosed by court order or operation of law; provided, the party whose Confidential Information will be disclosed is notified promptly in order to contest such disclosure; or (vi) is independently developed by persons not having access or exposure to the Confidential Information.
Each party acknowledges that any breach of the provisions of this Section may cause irreparable harm and significant injury to an extent that may be extremely difficult to ascertain. Accordingly, each party agrees that notwithstanding anything herein to the contrary, the other party will have, in addition to any other rights or remedies available to it at law or in equity, the right to seek injunctive relief to enjoin any breach or violation of this Section.
Trodat agrees to not use any of Licensee’s Confidential Information to solicit business from Licensee’s customers or for any reason other than to resolve technical problems with UTYPIA. In the event of technical problems, Licensee agrees that Trodat technical personnel may access such Confidential Information only to resolve such problems.
INSURANCE
Licensee certifies, and will provide a certificate of insurance at the Trodat’s request, evidencing that Licensee maintains the following insurance with reasonable amounts of coverage: (i) a standard policy covering worker's compensation insurance pursuant to the laws of any state or country in which such party operates; and (ii) liability and property damage insurance covering (a) bodily injury liability and (b) property injury liability. Licensee will provide the Trodat upon a written request with a certificate of insurance naming such party as an additional insured and/or loss payee, as applicable, on the applicable policies above.
Additionally, Licensee agrees to indemnify, defend, and save harmless Trodat, its Affiliates, employees, officers, agents and contractors from any and all claims, demands and losses, including reasonable attorney fees, accruing or payable to any person, firm, entity or corporation, arising out of Licensee Content, Licensee’s use or misuse of UTYPIA, Licensee’s breach of this Agreement, any Licensee acts that violate the law or any rights of others, or due to Licensee’s negligence in performance of this Agreement.
GENERAL PROVISIONS
Amendment. Trodat shall have the right to amend these Terms from time to time upon written notice to Licensee at least fourteen (14) days prior to the effective date of the change. If Licensee does not object to the amended Terms within fourteen (14) days of the notice, Licensee shall be deemed to have accepted the amended Terms. Licensee may object to the amended Terms within fourteen (14) days of receiving notice of the amendment, and the parties shall seek to agree to a solution. If a mutually acceptable solution is not reached, Licensee may terminate this Agreement immediately upon written notice to Trodat. This termination right is Licensee’s sole and exclusive remedy if it objects to the amended Terms.
Notice. All notices, demands, requests or other communications required or permitted under this Agreement shall be in writing and will be deemed given when (i) delivered personally; (ii) one (1) day after deposit with a commercial overnight carrier, postage prepaid, with a written verification of receipt; or (iii) when sent to the email address specified in the License Agreement.
Waiver. Waiver of any breach or failure to enforce any term of this Agreement shall not be deemed a waiver of any breach or right to enforce which may thereafter occur. No waiver shall be valid against any party hereto unless made in writing and signed by the party against whom enforcement of such waiver is sought and then only to the extent expressly specified therein.
Severability. Should any provision herein be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, such provision may be modified by such court in compliance with the law and, as modified, enforced. All other terms and conditions under this Agreement shall remain in full force and effect and shall be construed in accordance with the modified provision as if such illegal, invalid or unenforceable provision had not been contained herein.
Governing Law. This Agreement, the rights and obligations of the parties hereto, and any claims or disputes thereto, shall be governed by and construed in accordance with the laws of the State of New Jersey, without reference to conflict of law principles.
Assignment. Neither party shall have the right to assign this Agreement without the prior written consent of the other party; provided, that Trodat shall have the right to assign this Agreement to any person or entity that acquires or succeeds (whether through merger, consolidation, reorganization or otherwise) to all or substantially all of Trodat's business or assets or a division or affiliate of Trodat’s business or assets without the consent of Licensee.
Publicity. Licensee shall not use Trodat’s name, domain name, logo, trademark or service mark in advertising or publicity without obtaining Trodat’s prior written consent.
Headings. Section headings contained in this Agreement are inserted for reference only and shall not in any way define or affect the meaning, construction or scope of any of the provisions hereof.
Independent Contractors. The relationship of the parties hereunder shall be that of independent contractors. Nothing herein shall be construed to constitute a partnership between or joint venture of the parties, nor shall either party be deemed the agent of the other or have the right to bind the other in any way without the prior written consent of the other.
Jurisdiction; Waiver of Jury Trial. ALL RIGHTS AND OBLIGATIONS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE GOVERNED BY THE COURTS OF PISCATAWAY, NEW JERSEY. THE PARTIES HERETO EACH WAIVE TRIAL BY JURY IN ANY ACTION OR OTHER PROCEEDING (INCLUDING COUNTERCLAIMS), WHETHER AT LAW OR EQUITY, BROUGHT BY EITHER PARTY AGAINST THE OTHER ON MATTERS ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT.
Survival. All Sections except “RIGHTS AND RESPONSIBILITIES OF TRODAT” and “RIGHTS AND RESPONSIBILITIES OF LICENSEE” shall survive any termination or expiration of this Agreement.
Taxes. In addition to the fees set forth in the Appendices, Licensee shall pay any and all international, federal, state, use, value added, excise duty and other taxes of any nature assessed upon or with respect to this sub-license, services or other items offered under this Agreement
Time is of the essence in this Agreement
Internet. Due to the public nature of the Internet, all Licensee and Licensee customer information transmitted via the Internet in connection with UTYPIA is done at their own risk and important or private information should be treated carefully. Trodat is not liable or responsible for protection or privacy of electronic mail or other information transmitted through the Internet or via any other network that Trodat or Licensee may utilize.