Reseller terms

RESELLER TERMS OF SALE 
(Applies to all purchases of Products and Services that you intend to resell to others)

These Reseller Terms of Sale, including all applicable terms referenced herein, (collectively, this “Agreement”) apply to your purchase (whether from Aura Aware or from an Aura Aware distributor) and resale of (a) any Aura Aware branded products (an “Aura Aware Product”),
(b) any non-Aura Aware-branded products (a “Third Party Product”) (Aura Aware Products and Third Party Products are collectively referred to herein as “Products”), and (c) any Aura Aware services (a “Service”), unless you have a separate written agreement with Aura Aware that expressly applies to your purchase and resale of such Products and Services. This Agreement does not apply to you if you are buying Products and Services for your own internal end-use. “Aura Aware” means the direct or indirect affiliate or subsidiary of Aura Aware B.V. or its successors named on your invoice, order confirmation, or other sales documents. “You” or “your” means the entity that places an order for Products and/or Services with Aura Aware for purpose of resale to an End-User (defined below).

By placing your order, you accept and are bound to the terms and conditions of this Agreement.

1. APPOINTMENT
A. General. Subject to the terms and conditions of this Agreement and your compliance therewith, you may resell certain Products and Services to End-Users. “End-User” means any entity purchasing or otherwise obtaining Products and/or Services from you for its own internal end-use and not for reselling, distributing, or sub-licensing to others. You shall not market, resell, or use Products or Services other than as expressly permitted in this Agreement. You understand that not all Products and Services may be purchased for resale under this Agreement.
B. Restrictions to Appointment. Notwithstanding Section 1.A., and unless and to the extent that you are expressly granted such rights in writing, you shall not market or resell Products or Services (a) to any resellers, distributors, or third-party sales agents;
(b) through retail storefronts or auction-type websites.
C. Non-Exclusive. This Agreement is not exclusive. Aura Aware may appoint third parties (including those who may compete with you) to sell or market Products and Services to anyone. Aura Aware may sell or market (whether directly or indirectly through a third party) Products and Services at any price Aura Aware chooses without any obligation or liability to you. This Agreement does not guarantee that you will make any sales of Products or Services.
D. Additional Requirements. Your eligibility to resell certain Products and Services may be subject to additional obligations or conditions not outlined in this Agreement, including additional training, specialization requirements, contractual agreements, and other conditions. Aura Aware may require you to meet such additional obligations or conditions prior to your resale of any Products and Services. Such obligations and conditions will be disclosed to you prior to your purchase of Products and Services for resale. You agree to provide Aura Aware with information and reports pertinent to your relationship with Aura Aware as may reasonably be requested by Aura Aware.

2. PRICING & TAX
A. Pricing. Prices for Products and Services will be as specified on Aura Aware’s website, in a written quote to you for such Products and Services or as specified in the applicable Aura Aware invoice. Except as otherwise expressly set forth in Aura Aware’s quote, Aura Aware’s quoted price is valid for thirty (30) days from the date of the quote. Before Aura Aware issues a quote, Aura Aware may require you to provide information concerning the End-User and you agree to provide such information. Aura Aware reserves the right to modify pricing (including quotes) due to shortage of materials or products, increase in costs, pricing or other error, or any event beyond Aura Aware’s control, without liability to you. Taxes, shipping and handling charges and any government mandated environmental disposal surcharges are not included in prices for Products and Services, unless expressly indicated at the time of sale.
B. Unless you and Aura Aware have agreed to a different pricing structure, Aura Aware's standard pricing policy for products is applicable. If you breach the provisions of this Agreement or the terms of any offer, Aura Aware may charge you for the full list price for your purchase (in lieu of a discounted or special price included in the offer). If Aura Aware offers you certain discounts off of Aura Aware’s standard list price, such discounts do not apply to special product promotions and cannot be combined with other offers.
C. Taxes. You are responsible for all applicable taxes, duties, fees and other charges, including sales or use and/or similar taxes, imposed by any federal, state, provincial or local governmental entity on Services and Products provided by Aura Aware under this Agreement, except for taxes based on Aura Aware’s net income, gross revenue or employment obligations. If Aura Aware is obligated by applicable law or regulation to collect and remit any taxes or fees relating to the Services or Products, then Aura Aware will add the appropriate amount to your invoices as a separate line item. You may qualify for tax exemptions from time to time in which case Aura Aware requests that you provide to Aura Aware a valid certificate of exemption or other appropriate documentary proof of exemption.
D. Reseller Pricing. You are free to determine and set your resale pricing of Products and Services.

3. PURCHASE ORDERS
A. Orders. Each order must reference the requested Products and Services and any other information requested by Aura Aware. If requested by Aura Aware, you shall submit Orders on Aura Aware designated order form(s). All orders and transactions are subject to acceptance or cancellation by Aura Aware, in Aura Aware’s sole discretion. Each accepted order will be interpreted as a single agreement, independent of any other orders.

B. Shipping, Title and Risk of Loss. Title to Products passes from Aura Aware to you upon shipment to you. Loss or damage that occurs during shipping by a carrier selected by Aura Aware is Aura Aware's responsibility. Loss or damage that occurs during shipping by a carrier selected by you is your responsibility. Shipping and delivery dates are provided as estimates only and Aura Aware is not responsible for any early or delayed shipment or delivery. Aura Aware may ship parts of an order separately. You must notify Aura Aware within seven (7) days from the date of your acknowledgement if you believe any part of your order is missing, wrong, or damaged.
C. Cancellation. Orders for Products may not be changed or cancelled without Aura Aware’s prior written approval. Aura Aware is not responsible for pricing, typographical, or other errors in any offer or quote, and reserves the right to cancel any order arising from such errors. In addition, Aura Aware may cancel orders due to shortage of products or materials, increases in the costs of manufacturing, or any event beyond Aura Aware’s control.
D. No Return. All sales are final. Neither you nor any of your End-Users may return Products to Aura Aware, except to the extent that you are expressly granted return rights in writing.
E. Security Interest. You hereby grant Aura Aware, and Aura Aware hereby retains, a first priority security interest and lien on any and all of your rights, title, and interest in Products, wherever located, and all replacements or proceeds of the Products, until the invoice for the applicable Products is paid in full, including any late payment fees and costs of collection. You agree Aura Aware may file any financing statements or related filings for protecting this security interest as Aura Aware reasonably deems necessary or appropriate.

4. INVOICING, AND PAYMENT
A. Invoices. Aura Aware may invoice parts of an order separately, or may invoice purchases of Products and Services in one invoice. Additional charges will apply if you request customized invoicing, consolidated invoicing, or other special billing arrangement or statements. Aura Aware reserves the right to change the method of delivery of all documentation. You agree that all invoices will be deemed accurate unless you advise Aura Aware in writing of a bona fide, material error within seven (7) days from the date of such invoice. In the event you advise Aura Aware of a material error, (a) payment of any amounts corrected or modified by Aura Aware in writing will be due, and you shall pay such amounts, within fourteen (14) days of such correction, and (b) you shall pay all other amounts by the invoice due date. In the event you withhold payment of any invoiced amounts upon an assertion that such amounts are erroneous, and Aura Aware subsequently concludes that such invoiced amounts are accurate, then you shall pay a late payment fee as described in Section 4.C., from the due date, for such invoiced amounts, until Aura Aware's receipt of those amounts. In no event will you be entitled to offset, defer or deduct any invoiced amounts that Aura Aware determines are not erroneous following the notification process described in this paragraph.
B. Payment. Invoices are due and payable within the time period noted on your invoice, or if not noted, then within thirty (30) days measured from the date of the invoice, subject to continuing credit approval by Aura Aware (such approval may be revoked without notice from Aura Aware). Payment shall be made in the currency as invoiced by Aura Aware. Payment for Products and Services must be made by wire transfer or some other prearranged payment method, unless credit terms have been agreed to by Aura Aware. You shall make payment to Aura Aware for Products and Services to the account indicated by Aura Aware (as may be amended from time to time). Timely payment is of the essence.
C. Late Payment. Aura Aware reserves the right to charge you a late payment fee of 1.5% per month applied against undisputed overdue amounts, or the maximum rate permitted by law, whichever is less. Late payment fees will be recalculated every thirty
(30) days thereafter based on your current outstanding balance. In addition, Aura Aware may, without waiving any other rights or remedies to which it may be entitled, take any one or more of the following actions: (a) not accept additional orders from you; (b) suspend or terminate its maintenance, warranty service, technical support, or any other Service; and (c) seek collection of all amounts due, including reasonable attorney or legal fees, expenses and costs of collection. Aura Aware will have no liability to you or to any End-User for any such suspension or termination or for any refusal of additional orders.

5. WARRANTIES
A. Limited Warranty on Aura Aware Products and Services. AURA AWARE MAKES NO WARRANTIES EXCEPT THOSE EXPRESSLY STATED WITH RESPECT TO AURA AWARE HARDWARE PRODUCTS: IN THE END USER DOCUMENTATION PROVIDED WITH THE AURA AWARE PRODUCTS OR AURA AWARE’S APPLICABLE TERMS AND CONDITIONS FOR SALE OF PRODUCTS AND SERVICES IN EFFECT ON THE DATE OF THE INVOICE FOUND AT WWW.AURA-AWARE.COM. You shall not make any warranty on Aura Aware’s behalf. You are solely responsible for, and you shall indemnify and hold Aura Aware harmless from any claims related to, any warranty you grant that is beyond the Aura Aware limited warranty provided in this paragraph.
B. Third Party Products. Third Party Products may carry with them a limited warranty from the third-party publisher, provider or original manufacturer of such Third Party Products. Aura Aware is not responsible for fulfillment of any Third Party Product warranty or for problems attributable to the use of Third Party Products. Aura Aware does not warrant that any Product will function in any specific configuration that includes any Third Party Products, or that any Product will function to produce a particular result, even if the specific configuration or the result has been discussed with Aura Aware. ALL THIRD PARTY PRODUCTS ARE PROVIDED BY AURA AWARE ON AN “AS IS” BASIS.
C. Warranty Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 5.A., AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, AURA AWARE (INCLUDING ITS AFFILIATES, CONTRACTORS, AND AGENTS, AND EACH OF THEIR RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS, SUCCESSORS AND ASSIGNS), ON BEHALF OF ITSELF AND ITS LICENSORS AND SUPPLIERS (COLLECTIVELY AND TOGETHER WITH AURA AWARE, THE “AURA AWARE PARTIES”), DISCLAIMS ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES AND CONDITIONS WITH RESPECT TO THE PRODUCTS AND SERVICES, INCLUDING IMPLIED WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.


6. HIGH RISK APPLICATIONS. You understand that Aura Aware Products have been designed, manufactured, and tested by Aura Aware or its suppliers for use in general-use office/business environments. Aura Aware has not tested or certified Aura Aware Products for use in any high- risk applications where the failure or malfunction of any Aura Aware Products can reasonably be expected to result in death, personal injury, severe property damage or severe environmental harm (“High Risk Applications”). The Services are not fault-tolerant and are not designed or intended for use in, and you shall not use any Services in, any hazardous environments requiring fail-safe performance or in any High Risk Applications. You understand and agree that Aura Aware makes no warranties or assurances that the Products and Services are suitable for any High Risk Applications and you shall defend and indemnify Aura Aware from any claims made by third parties resulting from any such High Risk Applications.

7. INTELLECTUAL PROPERTY
A. Trademarks and Copyrights. You may use the “Aura Aware” name and the names of Aura Aware Products and Services (collectively, “Names”) solely for the purpose of accurately identifying the Aura Aware Products and Services you market or sell under this Agreement. You shall not use any of the Names for any other purpose, and shall not use any other Aura Aware trademarks, services marks, or copyrighted works, unless and to the extent you are expressly granted such usage right in writing. You agree to change or correct, at your own expense, any materials or activity that Aura Aware decides is inaccurate, objectionable or misleading, or is a misuse of any of the Names, trademarks, service marks, logos, or copyrighted works. You are prohibited from using Aura Aware’s logos, referring to yourself as an authorized reseller of Aura Aware, or creating the impression that Aura Aware is affiliated with you, other than as expressly permitted in writing. You shall not claim or imply that you and Aura Aware are legal partners or that Aura Aware has sponsored, authorized, approved, or endorsed your business or any offer or marketing, advertising, or promotion thereof in any manner. You will clearly and prominently identify yourself in all your offers and advertising, marketing, and promotional materials. You may not register or use any domain name or business name containing or confusingly similar to any name or mark of Aura Aware’s. Additionally, you may not use any Names or Aura Aware marks in search engine advertising, either as a keyword or in advertisements appearing on search engines, without Aura Aware’s prior written permission.
B. Intellectual Property Ownership and Reservation of Rights. All right, title and interest in and to the intellectual property rights in Aura Aware Products and Services, including technology and trade secrets embodied therein and any customer developments created or provided in connection with or related to this Agreement, and any derivative works thereof, belong solely and exclusively to Aura Aware or its licensors or suppliers, and you have no rights whatsoever in any of the foregoing other than the rights expressly set forth in this Agreement. Nothing in this Agreement or otherwise will be deemed to grant to you an ownership interest in any of the intellectual property rights in or to any Aura Aware Products or Services, in whole or in part.
C. Discontinued or Changed Products or Services; Service Parts. Aura Aware reserves the right to revise or discontinue any Product or Service offering at any time without notice to you or the End-User. Changes to Aura Aware Products or Services may occur after you place an order but before Aura Aware ships the Aura Aware Product, or before Aura Aware performs the Services. As a result, any Aura Aware Products or Services that you or an End-User receive might display minor differences from the Aura Aware Products and Services ordered, but Aura Aware Products and Services will meet or exceed all material specifications of such Aura Aware Products and Services that were ordered.
D. Confidential Information. The term “Aura Aware Confidential Information” means any confidential or proprietary information pertaining to or provided by Aura Aware, including, without limitation, product plans, software, pricing, marketing and sales information, business plans, customer and supplier data, financial and technical information, “know-how,” trade secrets, and other information, whether such information is in written, oral, electronic, web-based, or other form. You will keep all Aura Aware Confidential Information confidential for a period of three years from the date of Aura Aware’s disclosure to you, and use at least the same degree of care as you use to protect your own confidential information but no less than reasonable care. Notwithstanding anything to the contrary in this Agreement, your confidentiality obligations with respect to customers’ personally-identifiable information and Aura Aware trade secrets shall never expire. You may not disclose Aura Aware Confidential Information to any third party without Aura Aware’s prior written consent. You may share Aura Aware Confidential Information with only your employees who have a need to know and who are subject to legally binding obligations of confidentiality no less restrictive than those imposed by this Agreement. These confidentiality obligations do not apply to any Aura Aware Confidential Information that (a) you can demonstrate was in your possession before receipt from Aura Aware; (b) is or becomes publicly available through no fault by you; or (c) you rightfully received from a third party without a duty of confidentiality. If you are required by a government body or court of law to disclose any Aura Aware Confidential Information, you agree to give Aura Aware reasonable advance notice so that Aura Aware may contest the disclosure or seek a protective order. You may use the Aura Aware Confidential Information solely for the purpose of, and in connection with, your business relationship with Aura Aware. No license or conveyance of any rights under any patent, copyright, trade secret, trademark or any other intellectual property right to Aura Aware Confidential Information is granted under this Agreement except the limited rights to use the Aura Aware Confidential Information as expressly set forth in this paragraph. Aura Aware makes no warranties as to the accuracy or completeness of the Aura Aware Confidential Information. ALL AURA AWARE CONFIDENTIAL INFORMATION IS PROVIDED “AS IS”. To the extent permitted by law, Aura Aware disclaims all express, implied and statutory warranties and conditions, and assumes no liability to you for any damages of any kind in connection with the Aura Aware Confidential Information or any intellectual property in them. Upon Aura Aware’s written request, you will promptly return all Aura Aware Confidential Information, together with all copies, or certify in writing that all such Aura Aware Confidential Information and copies thereof have been destroyed. You acknowledge that damages for improper disclosure of Aura Aware Confidential Information may be irreparable and that Aura Aware shall be entitled to seek equitable relief, including injunction and preliminary injunction, in addition to all other remedies available at law or in equity. You agree to adhere to all applicable export control laws and regulations and will not export or re-export any technical data or products, to any blacklisted country listed in the E.U. Trade blocks.

8. YOUR RESPONSIBILITIES. In addition to your other obligations set forth in this Agreement, you are responsible for the following:
A. End-User Documentation. You will provide each End-User with appropriate product warranty statements, registration cards and other materials that Aura Aware includes with its shipments of Products to you. In addition, you are responsible for providing all similar information related to your addition to the Products.
B. Business Conduct. At all times you shall conduct business in a manner which reflects favorably on the Products, Services, and goodwill and reputation of Aura Aware. In your marketing and sales of Products and Services, you will use best efforts to conduct your business in an ethical manner and to avoid any business practices that may be perceived as deceptive, misleading, or otherwise improper. You shall not make any false or misleading statement concerning Aura Aware or any Products or Services in any of your advertising, marketing or promotional materials or in any content. Furthermore, you shall not make any representations, warranties, or guarantees with respect to the specifications, features or capabilities of Aura Aware Products or Services that are inconsistent with or absent from Aura Aware’s published product specifications at www.aura-aware.com. You shall comply with all laws and regulations applicable to your activities in connection with this Agreement, including your marketing and resale of Products and Services. You shall comply with the anti-bribery and anti-corruption laws of the countries in which you operate. You shall not (a) offer, promise or give any item of value to any individual for an improper purpose or with a corrupt intent to obtain or retain business or any other improper business advantage; (b) request, receive or accept any item of value offered with a corrupt intent; (c) engage any third party to represent you in the sale of Aura Aware Products or Services if there is any concern that the third party may engage in bribery; nor (d) offer, promise or give a facilitation payment of any kind in relation to the sale, delivery or performance of Aura Aware Products or Services, regardless of whether such payments are permitted by law or are common and expected under local custom.
C. Insurance. You will obtain and maintain comprehensive general liability, including products liability, insurance in an amount appropriate for your business, but in no event less than EUR 1.000.000. If applicable, you will name Aura Aware as an additional insured on all commercial general liability insurance policies procured in accordance with this paragraph. Upon request, you will provide to Aura Aware a certificate of the above-mentioned insurance, including any new or amended certificates of insurance.

9. INDEMNIFICATION
A. IP Indemnity. Aura Aware shall defend and indemnify you against any third-party claim or action (provided that such third party is not affiliated with you) that the Aura Aware Products and Services prepared or produced by Aura Aware and delivered pursuant to this Agreement infringe or misappropriate that third party's patent, copyright, trade secret, or other intellectual property rights (collectively, “Indemnified Claims”). In addition, if Aura Aware receives prompt notice of an Indemnified Claim that, in Aura Aware's reasonable opinion, is likely to result in an adverse ruling, then Aura Aware shall, at its option and expense: (a) obtain a right for End-User to continue using such Aura Aware Products or allow Aura Aware to continue performing the Services; (b) modify such Aura Aware Products or Services to make them non-infringing; or (c) replace such Aura Aware Products or Services with a substantially comparable, non-infringing product or service. Notwithstanding the foregoing, Aura Aware shall have no responsibility for, and no obligation to defend or indemnify you for, any claim resulting or arising from
(1) any Third Party Products; (2) any open source software; (3) modifications of the Aura Aware Products or Services that were not performed by or on behalf of Aura Aware; (4) the combination, operation, or use of any of the Aura Aware Products or Services with any Third Party Product (where such combination, operation or use causes the claimed infringement); (5) Aura Aware’s compliance with any of your written specifications or directions, including the incorporation of any materials, processes, or Third Party Products provided by or requested by you; or (6) any circumstance for which you are required to indemnify any Aura Aware Party. Aura Aware’s duty to indemnify and defend under this paragraph is contingent upon: (i) Aura Aware receiving prompt written notice of the third-party claim or action for which Aura Aware must indemnify you, (ii) Aura Aware having the right to solely control the defense and resolution of such claim or action, and (iii) your cooperation with Aura Aware in defending and resolving such claim or action. Aura Aware has no obligation to defend or indemnify any End-User or any other third party. This paragraph states your exclusive remedies, and Aura Aware’s sole liability, for any third-party intellectual property claim or action, and nothing in this Agreement or elsewhere will obligate Aura Aware to provide any greater indemnity to you.
B. Your Indemnity to Aura Aware. You shall defend and indemnify the Aura Aware Parties against any third-party claim or action resulting from or relating to (a) your failure to obtain or maintain any appropriate license, intellectual property rights, or other permissions, regulatory certifications or approvals associated with any product, software, data or other materials you provide, request or direct to be installed or integrated as part of the Products or Services; (b) your misuse or modification of any Products or Services; (c) your combination, operation, or use of any of the Products or Services with any Third Party Product, where such combination, operation or use infringes or misappropriate any intellectual property right or trade secret of a third party; (d) your fraud, misrepresentation, gross negligence, willful misconduct, or breach of any provision of this Agreement; or (e) the provision of your own products, software, or services.

10. LIMITATION OF LIABILITY
A. AURA AWARE WILL NOT BE LIABLE FOR (A) ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES, (B) LOSS OF REVENUE, INCOME, PROFIT, SAVINGS OR BUSINESS OPPORTUNITY, (C) BUSINESS INTERRUPTION OR DOWNTIME, (D) LOST OR CORRUPTED DATA OR SOFTWARE, OR (E) LOSS OF USE OF ANY PRODUCTS OR SERVICES.

NOTWITHSTANDING ANYTHING IN THIS AGREEMENT OR ON AURA AWARE’S WEB SITE TO THE CONTRARY, AURA AWARE IS NOT RESPONSIBLE FOR INFORMATION OR DATA YOU PROVIDE TO US UNLESS YOU HAVE A SEPARATE WRITTEN AGREEMENT TO THE CONTRARY. AURA AWARE DOES NOT ACCEPT LIABILITY BEYOND THE REMEDIES SET FORTH IN THIS AGREEMENT.
B. AURA AWARE’S TOTAL LIABILITY FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY PRODUCTS OR SERVICES SHALL NOT EXCEED THE AGGREGATE DOLLAR AMOUNT YOU PAID TO AURA AWARE UNDER THIS AGREEMENT FOR SUCH PRODUCTS THAT CAUSED THE LIABILITY. The existence of more than one claim will not increase or otherwise alter these limitations on Aura Aware's liability.
C. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY TO ALL CLAIMS FOR DAMAGES OR LIABILITY, WHETHER BASED IN CONTRACT, WARRANTY, STRICT LIABILITY, NEGLIGENCE, TORT, OR OTHERWISE. YOU AGREE THAT THESE LIMITATIONS OF LIABILITY ARE AGREED ALLOCATIONS OF RISK CONSTITUTING IN PART THE CONSIDERATION FOR AURA AWARE'S SALE OF PRODUCTS AND SERVICES TO YOU, AND SUCH LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND EVEN IF AURA AWARE HAS BEEN ADVISED OF, KNEW OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH LIABILITIES.

11. EXPORT. If any Products or Services are resold in violation of the restrictions in this Section 11, Aura Aware is not obligated to provide any warranty service or technical support. Nothing in this Section 11 shall be construed as authorization by Aura Aware for you to market or resell Products and Services in violation of Section 1.B.
A. You acknowledge that the Products and Services provided under this Agreement may be subject to the customs or export control laws and regulations of the country(ies) in which the Products or Services are purchased, provided, manufactured, incorporated, transferred, used or received. You agree to abide by those laws and regulations, including any requirements to obtain export licenses or other government authorizations. The Products and Services may not be exported, re-exported, sold, leased or otherwise transferred to restricted end-users. In addition, the Products and Services may not be exported, re- exported, sold, leased or otherwise transferred to, or utilized by, an end-user engaged in any activities related to weapons of mass destruction, including any activities related to the design, development, production or use of (a) nuclear weapons, materials, or facilities, (b) missiles or the support of missile projects, or (c) chemical or biological weapons. You agree to apply the requirements of Section 11.A. to any agreement you enter with any party for the resale or distribution of the Products or Services provided under this Agreement.
B. You are solely responsible for obtaining any necessary licenses or other authorizations relating to the export of the Products and Services provided under this Agreement, and you are responsible for ensuring compliance with the requirements of any such licenses or other authorizations. Aura Aware's acceptance of any order for any Products or Services is contingent upon the issuance of any applicable export license required by the applicable national government; Aura Aware is not liable for delays or failure to deliver any Products or Services resulting from your failure to obtain such license or to provide certification to Aura Aware that any necessary license has been obtained.
C. You shall indemnify, defend, and hold Aura Aware harmless from any claims, causes of action, or legal proceedings (including any investigations or proceedings by a governmental agency or entity) arising out of or in connection with your inaccurate representation regarding the existence of an export license or your violation or alleged violation of any applicable customs or export control laws or regulations.
D. If an End-User exports or acquires Products for export, you will use commercially reasonable efforts to ensure that the End-User complies with all applicable customs and export control laws and regulations. If any Aura Aware-branded hardware Product is moved to a geographic location in which such Product’s warranty support service is not available, or is not available at the same price as you paid to Aura Aware, the End-User may not have coverage or may incur an additional charge to maintain the same categories of support coverage at the new location.

12. GOVERNING LAW. You agree that this Agreement, any purchase hereunder and any Dispute will be governed by the laws of The Netherlands. All controversies, disputes or claims arising out of or relating to the Agreement or the breach thereof shall be exclusively and finally settled by the competent civil court in Amsterdam. The United Nations Convention on Contracts for the International Sale of Goods will not apply.

13. MISCELLANEOUS
A. Headings, Interpretation and Language. The section headings used herein are for convenience and reference only and are not to be considered in construing or interpreting this Agreement. All references herein to “Sections” will be deemed references to sections of this Agreement. The words “include” and “including”, and other variations thereof, will not be deemed to be terms of limitation, but rather will be deemed to be followed by the words “without limitation”. The parties confirm that it is their wish that this Agreement, as well as other documents relating to this Agreement, including all notices, have been and will be drawn up in the English language only.
B. Priority. The documents constituting the Agreement have the following order of priority: i) the Additional (Reseller) Terms in the Reseller Form, if any; ii) this Agreement; iii) the terms in the Reseller Form (excluding the Additional (Reseller) Terms in the Reseller Form). In case of conflict between those documents, the document with the highest priority will prevail.
C. Independent Contractors. No provision of this Agreement will be deemed to create an association, trust, partnership, joint venture or other entity or similar legal relationship between you and Aura Aware, or impose a trust, partnership, or fiduciary duty, obligation, or liability on or with respect to such entities. You and Aura Aware are independent contractors. Neither party will make any representations or warranties, or assume any obligations, on the other party’s behalf. Neither party is or will claim to be a legal representative, franchisee, agent or employee of the other party. Each party is responsible for the direction and compensation, and is liable for the actions, of its employees and subcontractors.
D. Audit. You will maintain accurate and legible records for a period of three years and will grant to Aura Aware, or its designee, reasonable access to and copies of, any information reasonably requested by Aura Aware to verify compliance with the terms of this Agreement.
E. No Third Party Beneficiaries. Except as otherwise expressly provided herein, nothing in this Agreement is intended to, or will be deemed or construed to, create any rights or remedies in any third party.
F. Limitation Period. Neither party may institute any action in any form arising out of this Agreement more than two (2) years after the cause of action has arisen, or in the case of non-payment, more than two (2) years from the date of last payment.
G. Assignment; Subcontracting. You shall not assign this Agreement, in whole or in part, whether by operation of law, merger or stock or asset sale, or otherwise, without the prior written consent of Aura Aware. Any attempt to assign this Agreement without Aura Aware’s written consent will render the purported assignment null and void. Aura Aware has the right to assign, subcontract or delegate in whole or in part this Agreement, or any rights, duties, obligations or liabilities under this Agreement, by operation of law or otherwise, provided that Aura Aware will remain responsible for the performance of Services under this Agreement.
H. Force Majeure. Aura Aware shall not be liable to you for any delays or failure to perform any of its obligations under this Agreement during any period in which such performance is delayed or prevented by circumstances beyond its reasonable control including fire, flood, war, embargo, strike, riot or the intervention of any governmental authority.
I. Waiver. Failure by Aura Aware to enforce any provision of this Agreement will not operate or be construed as a waiver of any future enforcement of that or any other provision of this Agreement. No waiver will be effective against Aura Aware unless in writing and signed by an authorized representative of Aura Aware.
J. Severability. If any provision of this Agreement is declared or found to be illegal, invalid or unenforceable, then such provision will be stricken or modified to the extent necessary to make it legal, valid, and enforceable while preserving the parties’ original intent to the maximum extent possible. The remaining provisions of this Agreement will remain in full force and will not be terminated.
K. Entire Agreement. This Agreement (including all online terms referenced herein) constitutes the entire integrated agreement between you and Aura Aware regarding its subject matter, and supersedes all prior or contemporaneous, written or oral understandings, communications or agreements between you and Aura Aware regarding such subject matter. This Agreement may not be altered, supplemented or amended by you via the use of any other document(s) unless otherwise agreed to in a separate written agreement signed by an authorized representative of Aura Aware. Any use of your pre-printed forms, such as purchase orders, are for convenience only, and any pre-printed terms set forth therein that are in addition to, inconsistent or in conflict with the terms of this Agreement shall be given no force or effect.
L. Agreement Updates. Aura Aware reserves the right to update this Agreement (including all applicable terms referenced herein) at any time, effective upon sending an updated version to you. However, subject to Section 7.C., your rights and obligations with respect to any particular Products or Services will be as provided in the version of this Agreement executed by you or available to you at the time of your purchase of such Products or Services.
M. Notices. Any notice to Aura Aware relating to this Agreement must be in writing and sent by e-mail. Notice from Aura Aware may be sent to you by e- mail to the address and contact information provided by you to Aura Aware in connection with this Agreement.

Aura Aware B.V.
Address: Jollemanhof 18-A
1019 GW Amsterdam The Netherlands
CoC: 77912934
Notices: legal@aura-aware.com