Teleporte Service Access and Software Use Terms
ACCESS TO THE TELEPORTE SERVICE AND USE OF THE SOFTWARE IS SUBJECT TO THESE TERMS AND CONDITIONS (THE “LICENSE”). BY CLICKING WHERE PROVIDED BELOW, THE PERSON PURCHASING SERA4 PADLOCKS OR SERA4 CONTROLLERS HEREBY CONFIRMS THAT IT AGREES TO THE TERMS AND CONDITIONS OF THIS LICENSE WITH SERA4 AS A CONDITION OF ENTERING INTO THE TERMS AND CONDITIONS OF SALE WITH SELLER AND OF A CONDITION OF IT BEING ABLE TO ACCESS AND AUTHORIZE OTHERS TO ACCESS THE TELEPORTE SERVICE. IF YOU ARE NOT THE CUSTOMER, BUT CUSTOMER HAS DIRECTLY OR INDIRECTLY AUTHORIZED YOU TO GAIN ACCESS OR TO AUTHORIZE OTHERS TO GAIN ACCESS THROUGH A CUSTOMER ACCESS POINT, WHETHER AS AN EMPLOYEE OF CUSTOMER OR AS AN UNRELATED THIRD-PARTY, YOU AGREE TO COMPLY WITH THE TERMS AND CONDITIONS OF THIS LICENSE AS A CONDITION OF BEING PERMITTED TO DO SO. PLEASE INDICATE YOUR AGREEMENT TO THE TERMS AND CONDITIONS OF THIS LICENSE WITH SERA4 EITHER FOR YOURSELF, OR IF AUTHORIZED, ON BEHALF OF THE ENTITY THAT YOU WORK FOR, BY CLICKING WHERE PROVIDED BELOW. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THE LICENSE EITHER ON BEHALF OF THE ENTITY THAT YOU WORK FOR OR YOURSELF AS AN INDIVIDUAL, THEN YOU HAVE NO RIGHT TO GAIN ENTRY THROUGH A CUSTOMER ACCESS POINT OR OTHERWISE USE TELEPORTE AND MUST NOT DO SO. FOR AVOIDANCE OF DOUBT UNAUTHORIZED ACCESS THROUGH AN ACCESS POINT IS TRESPASS.
Definitions: The following terms shall have the meanings set out below unless the context requires otherwise:
Access Devices means Sera4 padlocks or Sera4 Controllers.
Access Point means an Access Device that when used in conjunction with the Software (and in the case of the Sera4 Controller with, or as part of a Third-Party Electrical Lock) enables End Users to gain entry and access to critical infrastructure, equipment and other assets and locations.
Administrators mean the individuals directly or indirectly authorized by Customer to issue, manage and log encrypted digital keys and permissions for Access Devices.
Third-Party Administrators are Administrators that are not directly employed by Customer.
Authorized Users means Administrators and End Users.
Third-Party Authorized Users means Authorized Users that are not directly employed by Customer.
Confidential Information means any and all information provided or otherwise made available by one party to the other hereunder that: a) is not publicly available at the time of its disclosure and does not later become publicly available through no fault of the receiving party; b) was not in the possession of the receiving party prior to its disclosure under this License; and c) was not independently developed by the receiving party.
Customer means the person or other entity that has title, or is in the process of acquiring title, to Access Devices for the purposes of controlling access to assets and locations, and not for resale.
Documentation means documentation for Sera4 Software and Services made available on the support portal at https://support.sera4.com from time to time and any other Sera4 approved documentation shipped or otherwise made available with Software or Services.
End User means an individual who has digital key(s) issued to their Mobile Device by an Administrator for the purpose of enabling that individual to access specific Access Point(s) at specific times. Third-Party End Users are End Users that are not directly employed by Customer.
Entry Point is a location (e.g. gate, cabinet, metal tower, etc) at which an Access Point is installed.
Mobile Device(s) means an Android or iOS mobile device compatible with Teleporte that is used by an End User to access one or more Access Points, or products installed at a Customer site to enable an End User to access one or more Access Points.
Sera4 Controllers means either standalone hardware units, or hardware or software components, in each case designed by Sera4 to enable Third-Party Electrical Locks to be used as part of Access Points.
Services means the level of the Teleporte Service offering purchased by Customer.
Software means Sera4 proprietary software including without limitation: i) cloud-based server software that provides the Teleporte Service; ii) APIs that enable integration of third-party software with the Teleporte Service; iii) the Teleporte Mobile App for use on Mobile Devices; and iv) software embedded and/or provisioned in the Hardware or used as a Sera4 Controller.
Teleporte Service means the Sera4 cloud-based server software, including without limitation the web portal and dashboard software, and APIs that enable Administrators to remotely issue, manage, and log the use of encrypted digital keys and permissions for Access Points.
Third-Party Electrical Locks means electrical locks not designed or manufactured by Sera4.
1. Agreement to License Required to Access Teleporte
Teleporte is a digital system that, among other things, enables Customer to facilitate, control and log the access by End Users through Access Points. It requires: a) Access Points; b) the Teleporte Service; and c) the Teleporte Mobile App that when installed on Mobile Devices allows digital keys to authenticate and enable proximity-based communication with Access Points; (collectively “Teleporte”). Access Devices may only be used in the countries set out in the applicable agreement, quote or proforma invoice for those Access Devices. Since Customer will want other individuals to be able to gain entry through Access Points, to facilitate this use, and to protect Teleporte and other Teleporte customers, each of Customer and its Authorized Users must agree to this License. The entity that sold the Access Device to Customer is referred to as “Seller” herein, even though Software is licensed and not sold.
2. Authorized Users
Customer shall have one initial administrator account and shall designate one individual as its primary Administrator (“Primary Administrator”). Customer may also designate other individuals as Administrators and/or authorize the Primary Administrator to do so. Sera4 has no responsibility to ensure appropriate individuals are designated as Authorized Users. Customer is responsible to ensure that individuals designated as Administrators and End Users are vetted in a manner commensurate with the security requirements for the particular Entry Point(s) to which they grant or are granted access, and to ensure that only individuals intended to be designated as Authorized End Users are so designated, and to immediately confirm that this remains the case at the expiration of any permitted trial, proof of concept, or beta of Teleporte. A list of the then current Administrators shall be provided to Sera4 at any time upon request by Sera4.
3. Administrator License Grant
If you have been designated as an Administrator, then for so long as you continue to be a designated Administrator, you are hereby granted the non-exclusive, terminable right to use the Teleporte Service to among other things establish user accounts for individual End Users and to remotely issue, manage and cancel encrypted digital keys for Access Points for those End Users in accordance with Customer instructions and to log the use of these digital keys and the location of the Access Points and the End User Mobile Devices. Administrator has the right to use these features and any other features of the Teleporte Service in accordance with Customer’s instructions solely in accordance with applicable laws and this License. Without limiting the foregoing, Access Points must be established using Access Devices purchased by Customer for authorized use in the country in which the Entry Point is located.
4. End User License Grant
If you have been designated as an End User, then, for so long as you continue to be a designated End User, you are hereby granted the non-exclusive, terminable right to download, install and use the Sera4 mobile application on your Mobile Device and to use any digital keys issued to you on your Mobile Device(s) solely to gain access to critical infrastructure, equipment or other assets or locations, through the authorized Access Points in accordance with the terms of the License, applicable laws, and the limited permissions granted by an Administrator(s) for the period for which the key for that Access Point has been issued.
5. Conditions on License Grants
The foregoing license grants are the sole rights granted under this License, and all other rights are reserved by Sera4. These license grants are subject to Customer being up to date on the payment of any applicable fees for the Teleporte Service, and the license granted any particular Authorized User may be terminated by Sera4 at any time without notice. For avoidance of doubt, Sera4 shall have no responsibility whatsoever for third-party device or infrastructure, including without limitation for; i) any cellular network fees incurred by Customer or an Authorized User; ii) the performance or non-performance of any Mobile Devices. Without limiting the foregoing, Authorized Users are responsible to ensure that the batteries for their Mobile Devices are adequately charged. The Teleporte Service performance may also be temporarily interrupted due to changes or maintenance. Sera4 shall use reasonable commercial efforts to provide prior notice to Customer where the Teleporte Service interruptions are planned in advance and have material impact on the Customer or Authorized Users.
6. Right to Establish Access Points
Customer hereby represents, warrants and covenants that it has all rights necessary to establish and use Access Points at the Entry Points and shall indemnify Sera4 against any claim that it does not have these rights and for any damages, losses and expenses that Sera4 incurs as a result of such a claim. Customer hereby authorizes Sera4 to disclose the contact information for the Administrator for a particular Access Point(s) to any person wishing to gain access to that Access Point. Further, Sera4 may permit access to an Access Point to any person if it is legally required to do so, has the right, but not the obligation to permit a person access to an Access Point if it has a reasonable basis to believe that damage to person, property, or a third-party business may result if it does not do so. Customer shall have no recourse against Sera4 for access authorized under this provision.
7. Restrictions on Use
Neither Customer nor any Authorized User will knowingly, after making such inquiries as a reasonable person in Customer’s or an Authorized User’s position would undertake, use or permit others to use Teleporte or any portion thereof in isolation or with any other software, hardware, digital product, or data in a manner that in Sera4’s judgment, acting reasonably, interferes with, degrades or adversely affects any software, hardware, system, or data used by any person including Sera4 or its partners or otherwise has a detrimental effect upon Sera4, its partners, or any of their respective customers or products or services, and Customer will immediately cease or cause any such activity to cease upon Sera4 delivering notice of same to Customer.
8. Specific use restrictions
Neither Customer nor any Authorized User will use or permit others to use Teleporte or any portion thereof: i) to commit a crime or otherwise break any law, including any laws restricting the transfer of data between countries; or ii) for any tortious purpose; and neither Customer nor any Authorized User will resell or otherwise make or attempt to make available to third parties the right(s) to access Teleporte or any portion thereof or permit any (other) Authorized User to do so. Further, neither Customer nor any Authorized User will exceed any usage limits or quotas or access Teleporte in a manner designed to improperly avoid incurring fees; remove or alter any proprietary rights notices on the Software; circumvent any security technology that is part of Teleporte, use the Account, username or password, of another End User, or impersonate Sera4 or any employee or supplier of Sera4; or attempt to do so.
Unless otherwise agreed to in writing by the parties, any Confidential Information provided or otherwise made available to Customer by or behalf of Seller or Sera4 in relation to this License or the pricing of Teleporte, or any portion thereof, is subject to Sera4’s standard non-disclosure agreement; and without limiting the foregoing, may not be used or reproduced except as reasonable necessary to fulfill the purposes of this License; and may not be disclosed to any third-party, including without limitation to a Third-Party Authorized User, without the express written permission of Sera4. These restrictions shall apply for three years following the expiry or termination of this License, and in the case of trade secrets shall apply for so long as the Confidential Information in question remains a trade secret. Without limiting the foregoing, Administrators are responsible for maintaining all confidentiality of End User data to which they have access. Authorized Users are responsible for maintaining the confidentiality of their username and passwords (“Credentials”). Each Authorized User is jointly and severally responsible with Customer for any use of Teleporte that occurs under their username and password. Customer and all Authorized Users agree to notify Sera4 immediately of any breach of security, including without limitation if: (i) a Mobile Device with digital key(s) or Credentials is lost, stolen or broken; ii) Credentials are otherwise lost or stolen; or iii) they become aware of any unauthorized use of Teleporte or any Credentials.
10. No Reverse Engineering
Neither Customer nor any Authorized User shall alter, modify, adapt, create derivative works, deface, disassemble, or Reverse Engineer Teleporte or any portion thereof, or attempt to do so, or permit, acquiesce, authorize or encourage any other person to do so. For the purposes of this License, “Reverse Engineer” means any act of reverse engineering, translating, disassembling, decompiling, decrypting, or deconstructing (including any aspect of “dumping of RAM/ROM or persistent storage”, “cable or wireless link sniffing”, “protocol analysis” or “black box” reverse engineering) data, software (including APIs, interfaces and any other data included in or used in conjunction with programs that may or may not technically be considered software code) or hardware or any method of obtaining or converting any information, data or software from one form in to human-readable form.
11. Teleporte Service and Software Support
If the Teleporte Service or Software (other than Software embedded in Hardware) fails to operate in accordance with its Documentation and Customer is up to date on its payments for the Teleporte Service and has had an Administrator trained in tier-1 and tier-2 support confirm that the issue does not fall within tier-1 and tier-2 support and is not caused by a Mobile Device or Customer infrastructure, Authorized Users shall provide notice of the issue to Customer and Customer shall provide notice of the issue to Sera4 using the support contact information provided by Sera4, and Sera4 shall use reasonable commercial efforts to resolve the issue. Customer is entitled to the level of Teleporte Service offering for which it has paid the annual fee, unless this level provides otherwise, Customer may not be entitled to any new developments or functionality (i.e., upgrade) in Teleporte unless Customer purchases the upgrade. Notwithstanding the foregoing, Sera4 reserves the right to require Customer after reasonable notice from Sera4, to use an upgrade to Teleporte if Sera4 has a commercially reasonable purpose in doing so.
12. Intellectual Property and Feedback
Nothing in this License transfers or grants to Customer or to any Authorized User, any ownership right, title or interest in or to: (i) any Software or the Teleporte or any portion thereof; (ii) or to the extent permitted by applicable law, to any data created by the use thereof; (iii) or in or to any intellectual property right associated with any of the foregoing. For avoidance of doubt, Sera4 shall own all rights, title and interest and all intellectual property rights in or to any subject matter (including without limitation, any technology or data) created, developed or contributed by Sera4 hereunder or generated by the use of Teleporte. Customer agrees to provide Sera4 with feedback on Teleporte and any portion thereof, and on any beta testing of new functionality or products and services, as reasonably requested by Sera4 and hereby agrees that Sera4 shall own all such feedback, including any associated intellectual property rights. Customer acknowledges and agrees that the knowledge it has about secure access systems is based in large part on its access to Teleporte, and Customer shall not take any steps or threaten to take any steps, directly or indirectly through some other person, to prevent Sera4 from further developing Teleporte or any portion thereof, in any manner whatsoever, or to prevent Sera4, its distributors, resellers, value added resellers, technology partners or integrators (collectively “Partners”) from distributing such developments or from their respective customers using such developments whether Customer develops or implements such further developments prior to Sera4 doing so or not. Customer further agrees that it shall not seek any compensation from Sera4, its Partners or customers in relation to such developments and agrees to sign such further documents and take such further steps as Sera4 indicates are reasonably necessary to give effect to this provision and further agrees that it shall not challenge the rights it has granted under this provision.
13. Usage Data
In order to improve the Sera4 products and the Services, Sera4 shall be entitled to generate metadata or analytical information based on Customer and its Authorized Users respective access, use and operation of Teleporte (“Usage Data”). Customer and its Authorized Users hereby agree that Sera4 may extract and create anonymized data from any Usage Data (“Extracted Data”). Extracted Data shall not contain, disclose or otherwise identify Customer or its Authorized Users. Sera4 shall exclusively own all rights, including all intellectual property rights in and to all Extracted Data.
This License becomes effective upon acceptance by Customer or Authorized User as the case may be, and unless earlier terminated in accordance with this License, shall continue for one year thereafter, and shall subsequently automatically renew for one-year periods unless Customer or Sera4 indicates its decision not to renew at least thirty (30) days prior to the end of a renewal period. If Sera4 changes the terms of this License, which it may do to reflect or address changes in its business or changes in applicable laws by providing notice of same to Customer, Customer may terminate the License by providing at least ten (10) days notice to Sera4 of its decision to do so. If the License between Customer and Sera4 is terminated for any reason, unless otherwise indicated in writing by Sera4, all Licenses between Sera4 and Customer’s Authorized Users shall immediately terminate.
16. Termination for Breach
Either Party may terminate this License for breach by delivering written notice to the other party of its decision to do so, if: (a) the other party is in breach of the License for more than thirty (30) days after receiving notice of the breach from the terminating party; (b) Customer fails to pay any Fee within ten (10) days of receiving notice that it is past due or (c) one party becomes insolvent or admits in writing its inability to pay its debts as they become due; or makes an assignment for the benefit of creditors or becomes subject to control of a trustee, receiver or similar authority or becomes subject to any bankruptcy or insolvency proceeding. Upon the effective date of Termination unless otherwise indicated in writing by Sera4, Customer must stop and ensure that all Authorized Users stop access or use of Teleporte or any portion thereof and destroy or return all copies of Confidential Information of the other party in its possession or control. Upon termination of this License Sera4 shall have the right but not the obligation to block access to Customer Access Points or to permit access to all or some such Access Points solely for a reasonable transition period to enable such access if it has a reasonable basis to believe that damage to person, property, or a third-party business may result if it does not do so.
17. Exclusions, Limitations and Disclaimers on Liability
THE LIMITATIONS, DISCLAIMERS AND EXCLUSIONS ON CUSTOMER’S, SERA4’S AND SELLER’S LIABILITY FOR SOFTWARE AND THE TELEPORTE SERVICE ARE SET OUT IN THE TERMS AND CONDITIONS OF SALE UNDER WHICH THE PARTICULAR YEAR OF TELEPORTE SERVICE WAS PURCHASED. FOR AVOIDANCE OF DOUBT IN NO EVENT SHALL THE LIABILITY OF ANY PARTY TO THIS LICENSE EXCEED THE FEES PAID FOR THE TWELVE-MONTH PERIOD OF TELEPORTE SERVICE IN WHICH THE LIABILITY AROSE. NOTWITHSTANDING THE FOREGOING, NO LIMITATION, EXCLUSIONS AND DISCLAIMERS SET OUT IN THE TERMS AND CONDITIONS OF SALE OR THIS LICENSE, SHALL APPLY TO A) ANY BREACH OF THE LICENSES GRANTS AND RESTRICTIONS SET OUT IN SECTIONS 3-8, SECTION 9 (CONFIDENTIALITY) SECTION 12 INTELLECTUAL PROPERTY AND FEEDBACK OR OF SECTION 14 (PRIVACY) (B) ANY WILFUL VIOLATION OR INFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OF ONE PARTY BY THE OTHER PARTY INCLUDING WITHOUT LIMITATION A BREACH OF THE PROHIBITION AGAINST REVERSE ENGINEERING IN SECTION10 OR (C) IF AND SOLELY TO THE EXTENT THAT THE LAWS OF A COMPETENT JURISDICTION REQUIRE LIABILITIES BEYOND AND DESPITE THESE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS
18. Third-Party End Users
NOTWITHSTANDING THE PRECEDING SECTION, IF YOU ARE BEING PROVIDED WITH SOFTWARE AS A THIRD-PARTY AUTHORIZED USER ( YOU ARE NOT THE EMPLOYEE OF SELLER’S CUSTOMER BUT RATHER ARE A THIRD-PARTY UNRELATED TO CUSTOMER EG YOU ARE A THIRD-PARTY SERVICE PROVIDER OR THE EMPLOYEE OF A THIRD-PARTY SERVICE PROVIDER CONTRACTED BY CUSTOMER), YOU HEREBY ACKNOWLEDGE AND AGREE THAT SERA4 IS PERMITTING CUSTOMER TO LET YOU USE TELEPORTE AS A COURTESY TO CUSTOMER, AND THAT TO THE EXTENT PERMITTED BY LAW IN YOUR JURISDICTION, IN NO EVENT SHALL SELLER OR SERA4 HAVE ANY LIABILITY TO YOU WHATSOEVER, INCLUDING WITHOUT LIMITATION FOR TELEPORTE OR THE PERFORMANCE OR NON-PERFORMANCE OF TELEPORTE.
19. Mission-Critical Applications
TELEPORTE AND ANY PORTION THEREOF, IS NOT SUITABLE FOR USE IN MISSION-CRITICAL APPLICATIONS OR IN HAZARDOUS ENVIRONMENTS OR ENVIRONMENTS REQUIRING FAIL-SAFE CONTROLS, INCLUDING, WITHOUT LIMITATION, OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, AND LIFE SUPPORT OR WEAPONS SYSTEMS AND MUST NOT BE USED IN SUCH APPLICATIONS.
20. Governing Law
The Agreement shall be governed and construed in accordance with the laws of the Province of Ontario along with any federal laws applicable therein, excluding rules of private international law that lead to the application of the laws of any other jurisdiction. The United Nations Convention on Contracts for the Sale of goods (1980) does not apply.
21. Dispute Resolution
Any disagreement or dispute arising out of or relating to this Agreement, or the breach thereof, which the parties are unable to resolve after good faith negotiations, shall be submitted first to the upper management level of the parties. The parties, through their upper management level representatives, which if a party is an individual, is that individual, shall meet within thirty (30) days of the dispute being referred to them and if the parties are unable to resolve such disagreement or dispute within thirty (30) days of meeting, except to the extent specifically prohibited by applicable law in a party’s jurisdiction, such disagreement or dispute shall be settled by final and binding arbitration to be conducted in Ontario, Canada in accordance with the Commercial Rules of the American Arbitration Association (“Rules”) and shall be heard by one arbitrator appointed in accordance with the said Rules and to be mutually agreed to by the parties within thirty (30) days of the appointment of the arbitrator, failing which a neutral third-party shall appoint the arbitrator. If the provisions of the foregoing are prohibited by law in a party’s jurisdiction, the arbitration shall be: (i) held in that party’s jurisdiction; (ii) settled by arbitration in accordance with the Rules of Arbitration of the International Chamber of Commerce (“ICC Rules”); and (iii) heard by one arbitrator appointed in accordance with the ICC Rules and to be mutually agreed to by the parties within thirty (30) days of the appointment of the arbitrator, failing which a neutral third-party shall appoint the arbitrator.
22. Injunctive Relief
Notwithstanding the foregoing, each party has the right to seek injunctive relief from the courts of Ontario. Each party hereby irrevocably waives any objection on the grounds of venue, forum non-convenience or any similar grounds and irrevocably consent to service of process by mail or in any other manner permitted by applicable law and irrevocably consent and attorn to the jurisdiction of the courts located in Ontario, Canada for such proceedings. The parties specifically agree that, in the event that there is a dispute under this Agreement and such dispute is to be resolved in a court of law, such dispute shall not be resolved by jury trial. The parties hereby waive all rights to a trial by jury in any matter related to or arising from this Agreement.
23. Entire Agreement
This License including any related quote and/or proforma invoice, the Terms and Conditions of Sale between Seller and Customer and any non-disclosure agreement between the parties for the Software and Services used under this License, constitutes the entire agreement of the parties with respect to the subject matter thereof. It supersedes all terms and conditions contained in any requests for quotes, discussions, correspondence or communication of any nature relating to the subject of this Agreement, all of which shall no longer be of any force or effect. If there is any conflict between these documents the quote and proforma invoice shall take priority over all other documents, followed by the Terms and Conditions of Sale, this License and the non-disclosure agreement in that order. This Agreement may only be modified in writing signed by the party against whom enforcement of the modification is being sought.
24. Changes to Agreement
Except to the extent that Sera4 is expressly precluded by applicable law, Sera4 further reserves the right to make changes to this Agreement on a prospective basis, either to reflect changes in or required by law (including without limitation changes to ensure the enforceability of this Agreement) or changes in business practices, by providing Customer and any Authorized Users impacted by the change, with reasonable notice of the change either electronically (as contemplated by the Notices provision below) or by posting notice of the change at https://www.sera4.com/notices and you should regularly review that site for changes. If you continue to access the Teleporte Service more than sixty (60) days after notice of the change has been given, then you shall be deemed to have accepted this change. If you have a concern about the change(s) please contact email@example.com within sixty (60) days after notice of the change(s) has been given to inquire as to your options.
Except for notices under warranty or support, any notice, request, demand or other communication required or permitted hereunder shall be sufficiently given only if in writing and only if delivered by hand or sent by registered mail (or its equivalent), or courier addressed to the other party at the address set out in the applicable quote or proforma invoice or to such other person or address as the parties may from time-to-time designate in writing delivered pursuant to this notice provision. Any such notices, requests, demands or other communications shall be received and effective: (i) upon the date of receipt if delivered by hand, registered mail (or its equivalent) or courier; or (ii) on the date of confirmation of receipt by answer-back from the Party to whom the notice, request, demand or other communication was given, in the case of facsimile. Notices to Third-Party Authorized Users shall be effective if sent to the email address that you have provided to us in setting up your account under this License. Please ensure that this email address is kept up to date and accurate as Sera4 has no obligation to do so. Copies of notices shall also be posted on Sera4’s website at https://www.sera4.com/notices/.
If any court finds any part of this Agreement to be invalid or unenforceable that part shall be severed from this Agreement and its invalidity or unenforceability shall not in any way affect the remaining provisions of this Agreement, which shall continue in full force and effect.
27. No Waiver
No Party is to be deemed to have waived or forfeited any right under this Agreement, whether on the basis of failure, delay or any other legal or equitable doctrine, unless such waiver is made in writing signed by an authorized signatory of the Party against whom the waiver is sought to be enforced. Waiver of any provision, or any breach of any provision, of this Agreement in one instance shall not constitute a waiver as to any other instance.
28. Force Majeure
If either of the parties becomes unable to carry out the whole or any part of its obligations under this Agreement, for any reason beyond its control including acts of God, acts of governmental authorities, strikes, war, riots or any other cause of such nature (‘Event of Force Majeure’), then the performance of the obligations of the affected party shall be excused during the continuance of any inability so caused, but such inability shall, as far as possible, be remedied with all reasonable dispatch. Either party shall give immediate notice to the other party upon becoming aware of an Event of Force Majeure. If an Event of Force Majeure continues for a period exceeding three months or such other period as is mutually agreed to by the parties, the other party may terminate this Agreement by giving the affected party seven days written notice of its intention to do so.
Notwithstanding the termination or expiration of this Agreement, those provisions that by their nature are intended to survive after the Agreement ends, including without limitation, sections 1, 5, 6, 9, 10. 12, 13, 16, 17, 19, 20, 21, 22, 23, 25, 26, 31 and 33 shall survive.
30. No Authority
No party shall have authority to or shall hold itself out as having any authority to incur, assume or create, orally or in writing, any liability, obligation or undertaking of any kind in the name of or on behalf of or in any way binding upon the other party.
Customer may not assign or transfer all or any of its rights, benefits and obligations under this Agreement without the prior written consent of Sera4 and any purported assignment without such consent shall be null and void and of no effect. Sera4 may freely transfer and assign this Agreement or any of its rights or obligations hereunder to any person to whom it sells all or substantially all of its assets.
Customer and each Authorized user hereby acknowledges and agrees that Products may include a non-rechargeable lithium metal battery and they must always handle, transport and dispose (recycle where feasible) these batteries whether alone or as part of a Product in accordance with all applicable laws, including without limitation all applicable laws regarding the transport, recovery, recycling and/or disposal of hazardous materials. Customer and each Authorized User further acknowledges that improper handling (including replacing the lithium metal battery with a different type of battery) may result in heat generation, fire or explosion and injury and hereby agrees to assume any and all risks associated with same.
33. Language of License
This agreement may be translated into other languages, but the governing version shall be the English version of the License.