1. Scope
These Vallant.si Standard Sales Terms (the "Agreement") govern the sale, licensing, and delivery of Products and Services by Vallant.si and his employees ("Vallant.si") to you ("Customer"). By clicking on the "Submit" button at the point of ordering, Customer agrees that this Agreement governs if Customer is purchasing from Vallant.si via: (a) Vallant.si Bid or a third-party auction site; and (b) any other mechanism (including Vallant.si Store), unless the order is for any Products or Services for which Customer has already signed a separate purchase agreement with Vallant.si, in which case that separate purchase agreement governs the transaction (except, as applicable, the restrictions in Section 3 below). Vallant.si employees and their families are not eligible to purchase Vallant.si Products and Services from Vallant.si via Vallant.si Bid or any third-party auction site.

2. Definitions
2.1 "Confidential Information" means any information disclosed by one party to another under any Agreement which is, prior to or at the time of disclosure, identified in writing as confidential or proprietary.
2.2 "Equipment" means the hardware (including components), software media and spare parts listed in the Product price lists published by Vallant.si from time to time.
2.3 "Intellectual Property Rights" means intellectual property rights, including patents, trademarks, design rights, copyrights, database rights, trade secrets and all rights of an equivalent nature anywhere in the world.
2.4 "Product" means Content, Software or Equipment.
2.5 "Services" means the services described in any Service Listing or SOW.
2.6 "Service Listing" means any offering in Vallant.si's Services Service List (available at servicelist) (a hard copy of which is available to Customer on request), together with such other standard service offerings as the parties may agree from time to time.
2.7 "Software" means: (a) any binary software programs listed in the standard price lists published by Vallant.si from time to time, (b) any Updates, and (c) any related user manuals or other documentation.
2.8 "SOW" means any Statement of Work relating to Services.
2.9 "Updates" means subsequent releases and error corrections for Software previously licensed, as listed in the standard price lists published by Vallant.si from time to time.
2.10 "Content" means: (a) information, data, text, music, sound, photographs, graphics, video, messages, or other materials listed in the standard price lists published by Vallant.si from time to time, (b) any Updates, and (c) any related instructions or other documentation.

3. Authorized Customer Use
3.1 Customer may resell Vallant.si Product and Services purchased or licensed from Vallant.si only if: (a) Customer is a Vallant.si-authorized reseller under a current and valid reseller agreement with Vallant.si for that Product or Service; and (b) Customer includes its applicable reseller number in the order fulfillment form. The applicable reseller agreement governs such Customer's purchase and resale of Products and Services that Customer acquires from Vallant.si and resells (including Productivity Status Report submission), except that: (w) pricing is as concluded in the Vallant.si Bid or third-party auction and any contractual discounts do not apply; (x) Customer cannot apply any additional programs (e.g., sales allowances, competitive offers, investment commitment agreements) to Vallant.si Bid or a third-party auction site purchases (and for Services, Vallant.si Store purchases); (y) there is no price protection for Product and Services; and (z) no stock rotation is permitted for Product.
3.2 If Customer does not meet the requirements in Section 3.1 for resale, then Customer represents and warrants to Vallant.si that it intends to use the Vallant.si Products and Services for its own personal or internal use (i.e., it is an "end user"), and does not intend to and will not transfer or convey (whether by sale, lease or rental) any Vallant.si Product purchased or any Vallant.si Software licensed from Vallant.si for a minimum of six (6) months from the date that it receives delivery from Vallant.si. Customer must not provide, lease, or resell Services, directly or indirectly, to any third party.
3.3 Except as provided otherwise in the Service List or SOW, all prices for Services are non discountable.

4. Auction Orders
By placing a bid in response to Vallant.si's solicitation via Vallant.si Bid or a third-party auction site, Customer acknowledges and agrees: (a) that the representations and warranties in Section 3 are material to Vallant.si and constitute part of the inducement to Vallant.si to accept that bid; and (b) to be bound by this Agreement. If Customer is the highest bidder at the end of a Vallant.si Bid or a third-party auction (meeting the applicable minimum bid or reserve requirements) and Vallant.si accepts Customer's bid, then Customer is obligated to complete the transaction with Vallant.si.

5. Confidential Information
A party receiving Confidential Information (the "Recipient") may use it only for the purposes for which it was provided under the Agreement, and may disclose it only to employees or contractors obligated to the Recipient under similar confidentiality restrictions and only for the purposes for which it was provided under the Agreement. These obligations do not apply to information which: (a) is rightfully obtained by the Recipient without breach of any obligation to maintain its confidentiality; (b) is or becomes known to the public through no act or omission of the Recipient; (c) the Recipient develops independently without using Confidential Information of the other party; or (d) is disclosed in response to a valid court or governmental order, if the Recipient has given the other party prior written notice and provides reasonable assistance so as to afford it the opportunity to object.

6. Payment
6.1 In all cases except those in Section (a), for purchases via Vallant.si Store, Vallant.si Bid or third-party auction sites, Customer will pay cash in advance of download, shipment or performance.
  (a) Where Customer has appropriate credit arrangements with Vallant.si, Customer will pay all invoices within thirty (30) days of receipt of the invoice.
6.2 For purchases via Vallant.si Store, Vallant.si Bid or a third-party auction site:
  (a) Vallant.si accepts these payment methods: Credit Card (Visa, MasterCard, EuroCard, American Express and Diners Club), Bank/Wire Transfer, Check or Cash through our secure online transaction provider ShareIt!. Upon request, Vallant.si will make lockbox information available to the winning bidder. Vallant.si does not accept personal checks.
  (b) Vallant.si reserves the right in its sole discretion to place Customer on credit hold, in which event Vallant.si will promptly inform Customer and may cancel, delay or reschedule Customer orders.
6.3 Three (3) week money back guarantee. Customer will not be required to pay the disputed portion of any invoice, pending resolution of that dispute, if Customer provides written notice of the dispute to Vallant.si within twentyone (21) days of Customer's receipt of the invoice for Products or Services.
6.4 Prices and license fees for Products and Services are exclusive of all sales and other taxes based upon the value of the Products or Services. Customer is responsible for payment of all such taxes.
6.5 The prices for Products and Services are as set forth in the applicable price list, shopping cart, SOW, or as concluded via auction. Vallant.si may modify its prices: (a) for educational Services, at any time ninety (90) days after Customer's order; (b) upon renewal of any Support Services or annually in the absence of renewals, or (c) for any new order.
6.6 Except as provided otherwise in the Service List or SOW, all prices for Services are exclusive of:
  (a) reasonable travel expenses in the amount actually incurred by Vallant.si;
  (b) reasonable and necessary out-of-pocket expenses associated with Services;
  (c) costs incurred by Customer or its employees in connection with their participation in educational services;
  (d) transportation and insurance charges; and
  (e) the costs of operating supplies and accessories.

7. Acceptance and Delivery
7.1 For purchases via Vallant.si Store, Vallant.si Bid or a third-party auction site, Vallant.si's acceptance of Customer's order or bid offer is effective upon the earlier of: (a) Vallant.si's issuance of a Vallant.si order acknowledgment or invoice (may be electronic) consistent with such order, bid offer, or (b) Vallant.si's shipment of the Products.
7.2 For purchases via Vallant.si Store, Vallant.si Bid or a third-party auction site, Product is usually available for download or ships via standard ground transportation within two (2) business days of Vallant.si's receipt of payment and all necessary information from Customer (except for Product purchased via eBay, which usually ships within seven (7) business days). For orders through any other mechanism, Vallant.si will use commercially reasonable efforts to meet any delivery date identified in the order acknowledgment. All sales via Vallant.si Store, Vallant.si Bid and third-party auction sites are final. Unless otherwise specified on Customer's order, Vallant.si may make partial deliveries and invoice for them separately. Such deliveries will not relieve Customer of its obligation to accept other parts of its order. A Vallant.si invoice may be the only documentation Vallant.si provides for purchase and payment of Vallant.si's Products and Services that Customer orders through the Vallant.si Store. Vallant.si's invoice will show separate charges to Customer for shipping and handling. Title to Equipment and risk of loss of or damage to Products passes to Customer upon shipment by Vallant.si, Ex Works Vallant.si's facilities or other distribution center. Title to Software and all associated intellectual property rights remains with Vallant.si and/or its licensors. Products will be deemed accepted upon receipt by Customer. Vallant.si may make substitutions and modifications in Products, and in Services that do not cause a materially adverse effect in overall Service performance.
7.3 Vallant.si will accept orders for Services submitted on Vallant.si Store, Vallant.si Bid or third party auction site or other mechanism, by issuing a schedule, acknowledgment and/or invoice (each a "Confirmation") to Customer. Each Confirmation, together with this Agreement and the applicable Service Listings constitute a separate, integrated agreement. Vallant.si may require a purchase order in connection with certain orders. Vallant.si will perform tasks and provide Customer with specific items ("Deliverables") subject to the terms of this Agreement and in accordance with the Services descriptions contained in the applicable Service Listings and SOWs (available at: ../services).

8. Rescheduling, Reconfiguration, and Cancellation Charges for Non-Auction Sales
Customer may reschedule or reconfigure all or part of any order for Products once at no charge, if Vallant.si receives the written request at least thirty (30) days prior to the scheduled delivery date and the rescheduled delivery date is within sixty (60) days after the original delivery date. If Vallant.si reschedules or reconfigures an order at Customer's request on any other basis, or if Vallant.si reschedules the order because Customer fails to meet an obligation under this Agreement, Vallant.si may charge Customer a restocking fee equal to ten percent (10%) of the list price of the rescheduled or reconfigured portion of the order. This section does not apply to purchases from Vallant.si via Vallant.si Bid or third-party auction site.

9. Remote Services
9.1 Customer agrees that Vallant.si may access Products remotely at Customer's site in order to monitor, manage and service them.
9.2 If Customer purchases any Services that are delivered remotely, Customer will:
  (a) procure and maintain a Vallant.si-specified bridge or gateway appropriate to the systems or networks involved, at Customer's expense; and
  (b) assume responsibility for all telecommunications and Internet access charges related to the remote Services.
9.3 If Customer fails to permit or facilitate remote Services, Vallant.si may decline to deliver such Services and assess additional charges or other conditions for the delivery of Services which would otherwise be provided remotely, or revoke applicable warranties.

10. Products Upgrades
Only eligible Products purchased from Vallant.si or a Vallant.si authorized reseller, and certain non-Vallant.si products identified by Vallant.si from time to time, is eligible for the Vallant.si Upgrade Allowance Program ("UAP"). The price of Products upgrades under the UAP is based upon Customer: (a) owning, possessing and using the Products being upgraded for at least ninety (90) days prior to upgrading, and (b) returning to Vallant.si the Products or non-Vallant.si products being traded in as part of the upgrade ("Trade-in Products") within sixty (60) days of upgrade delivery to Customer site. If the Trade-in Products is not returned within sixty (60) days, Vallant.si may bill back and Customer agrees to pay promptly the full amount of any upgrade allowance. Customer warrants that it has good and unencumbered title to the Trade-in Products.

11. Warranty
11.1 Warranties. Vallant.si warrants Services in the terms set out in Service Suplement.
11.2 EXCEPT AS SPECIFIED IN THIS AGREEMENT, ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, ARE HEREBY EXCLUDED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

12. Nuclear Applications
Customer acknowledges that Products and Services are not designed or intended for use in the design, construction, operation or maintenance of any nuclear facility.

13. Import and Export Laws
Products, Services and technical data delivered by Vallant.si may be subject to EU and U.S. export controls or the trade laws of other countries. Customer will comply with all such laws and obtain all licenses to export, re-export or import as may be required after delivery to the Customer. Customer will not export or re-export to entities on the most current EU and U.S. export exclusion lists or to any country subject to EU and U.S. Embargo or terrorist controls as specified in the EU and U.S. export laws. Customer will not use or provide Products, Services, or technical data for nuclear, missile, or chemical biological weaponry end uses.

14. Trademarks, Logos and Product Designs
Customer may refer to Products and Services by the associated Vallant.si Trademarks, provided that such reference is not misleading and complies with Vallant.si's Trademark and Logo Policies. Customer may not remove or alter any Vallant.si Trademarks, nor may it co-logo Products or Services. Customer agrees that any use of Vallant.si Trademarks by Customer will inure to the sole benefit of Vallant.si. Customer agrees not to incorporate any Vallant.si Trademarks into Customer's trademarks, service marks, company names, internet addresses, domain names, or any other similar designations.

15. Publicity
Unless Customer is an individual person, Vallant.si may use Customer's name in promotional materials, including press releases, presentations and customer references regarding the sale of Products or Services. These permissions are free of charge for worldwide use in any medium. Vallant.si will obtain Customer's prior approval for publicity that contains claims, quotes, endorsements or attributions by Customer.

16. Intellectual Property Claims
16.1 Vallant.si will indemnify Customer for its reasonably incurred legal expenses and will defend or settle, at Vallant.si's option and expense, any legal proceeding brought against Customer, to the extent that it is based on a claim that Products or Services infringe a third party's patent, trade secret, or copyright. Vallant.si will pay all such expenses, together with damages and costs awarded by the court which finally determines the case, or are incurred in its settlement, if Customer:
  (a) gives written notice of the claim promptly to Vallant.si;
  (b) gives Vallant.si sole control of the defense and settlement of the claim;
  (c) Customer provides to Vallant.si, at Vallant.si's expense, all available information and assistance;
  (d) Customer does not compromise or settle such claim; and
  (e) Customer is not in material breach of this Agreement.
16.2 If Products or Services are found to infringe, or in Vallant.si's sole discretion are likely to be the subject of a claim, Vallant.si will:
  (a) obtain for the Customer the right to continue to use such Products or receive such Services;
  (b) replace or modify the Products so they become noninfringing, or provide the Services in a noninfringing manner; or
  (c) if neither (a) nor (b) is reasonably achievable, remove such Products or cease providing such Services and refund their net book value.
16.3 Vallant.si has no obligation under this Section 16 to the extent any claim results from:
  (a) use of Products or Services in combination with any third-party equipment, software or data;
  (b) Vallant.si's compliance with designs or specifications of Customer;
  (c) modification of Products or Services other than at Vallant.si's direction; or
  (d) use of an allegedly infringing version of Products, if Customer could have avoided the alleged infringement by using a different version that Vallant.si had made available to Customer.
16.4 This Section 16 states the entire liability of Vallant.si and the exclusive remedies of Customer for claims that Products infringe third party Intellectual Property Rights.

17. Limitation of Liability
17.1 Each party acknowledges the full extent of its own liability, arising from: (a) death or personal injury resulting from its negligent acts or omissions; or (b) breach of any applicable license grant. Additionally, the nonexcludable statutory rights of consumers (for example, under laws providing for strict product liability) are not affected.
17.2 Except for breach of any applicable license grant and to the extent not prohibited by applicable law:
  (a) except for claims of nonpayment, each party's maximum aggregate liability to the other for claims relating to this Agreement, whether for breach or in tort, including negligence, is limited to U.S. $2,000,000; and
  (b) NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT (INCLUDING LOSS OF BUSINESS, REVENUE, PROFITS, USE, DATA, ELECTRONICALLY TRANSMITTED ORDERS, OR OTHER ECONOMIC ADVANTAGE), HOWEVER THEY ARISE, WHETHER FOR BREACH OR IN TORT, INCLUDING NEGLIGENCE, EVEN IF THAT PARTY HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
17.3 Liability for damages will be limited and excluded, even if any exclusive remedy provided for in this Agreement fails of its essential purpose.
17.4 Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to Customer.

18. Intellectual Property Rights And Licenses
18.1 Deliverables. Vallant.si shall own all Intellectual Property Rights in the Deliverables. Rights not expressly granted under this Agreement are reserved to Vallant.si.
18.2 Deliverables License.
  (a) License scope. Vallant.si grants to Customer a non-exclusive and non-transferable license to use Deliverables for its internal use only, subject to any restrictions set out in the order or Confirmation as to the permitted number of users and CPUs, geographic limitation and duration of use.
  (b) Use of tools and updates. Tools may be accessed only by authorized Customer contacts for the sole purpose of diagnosing and resolving problems on systems indicated on the applicable Support Schedule ("Covered Systems"). The provision of a subsequent release or error correction to Software previously licensed will not alter any warranty on such Software, and such subsequent releases or error corrections may be used or accessed only in connection with the use of Covered Systems.
  (c) License restrictions. Except as prohibited by applicable law, Customer may not: (i) make copies of Deliverables, other than for archival purposes; or (ii) modify, decompile, or reverse-engineer Deliverables.
18.3 Binary Code License.
  (a) Upon Customer's receipt of Software and in accordance with the terms of this Agreement, Vallant.si grants to Customer a nonexclusive and nontransferable license for the internal use only of the Software, by the number of users and the class of computer hardware for which the applicable fee has been paid. Software that is not licensed by Vallant.si as the original licensor is subject to the license terms of the original licensor; Vallant.si may include additional license terms in Supplemental License Terms or in a license packaged with the Software.
  (b) Restrictions. Software is confidential and copyrighted. Except as specifically authorized in any Supplemental License Terms, Customer may not make copies of Software, other than a single copy of Software for archival purposes. Customer may not modify, decompile, or reverse-engineer Software. Customer may not publish or provide the results of any benchmark or comparison tests run on Software to any third party without the prior written consent of Vallant.si.
  (c) Termination. This license is effective until terminated. Customer may terminate this license at any time by destroying all copies of Software. This license will terminate immediately without notice from Vallant.si if Customer fails to comply with any material provision of this Agreement. Upon Termination, Customer must destroy all copies of Software.
   (d) EU Government Rights. If the Software is being acquired by or on behalf of the EU Government or by a EU Government prime contractor or subcontractor (at any tier), then the Government's rights in the Software and accompanying documentation shall be only as set forth in this Agreement.
 (e) U.S. Government Rights. If the Software is being acquired by or on behalf of the U.S. Government or by a U.S. Government prime contractor or subcontractor (at any tier), then the Government's rights in the Software and accompanying documentation shall be only as set forth in this Agreement; this is in accordance with 48 CFR 227.7201 through 227.7202-4 (for Department of Defense (DoD) acquisitions) and with 48 CFR 2.101 and 12.212 (for non-DoD acquisitions).

19. Systems Support
19.1 Customer Sites. Services will be delivered to the sites ("Customer Sites") and for the Covered Systems. Customer will give Vallant.si at least thirty (30) days' written notice prior to relocating Covered Systems, which notice must specify the new site. Support of relocated systems is subject to local availability and may be subject to additional fees, and to inspection and recertification of the relocated systems at Vallant.si's applicable time and materials rates.
19.2 Problem Avoidance. Customer will perform routine system preventative maintenance and cleaning. Before requesting support from Vallant.si, Customer will comply with all applicable operating and troubleshooting procedures, as posted on a Vallant.si knowledge database or as otherwise provided by Vallant.si. If such efforts are unsuccessful in eliminating the malfunction, Customer will promptly notify Vallant.si. Customer will establish and maintain a procedure external to Covered Systems for reconstruction of lost or altered files, data, or programs.
19.3 Qualified Personnel. Requests for hardware and software support may be made only by Customer personnel who (a) possess the necessary expertise and training (as from time to time defined by Vallant.si) to diagnose and resolve system software malfunctions with direction by Vallant.si, and (b) are designated as "Contacts" in accordance with the applicable Service Listing or SOW.
19.4 Additional Systems. Customer may add systems to a confirmed order for a period coterminous with the term of the order at Vallant.si's then-current, pro-rated, per-system fee, upon written notice to Vallant.si, subject to Vallant.si's rights of inspection. Vallant.si will provide to Customer an add-on Confirmation reflecting the additional Covered Systems and fees.
19.5 Inspections. Covered Systems are subject to inspection by Vallant.si prior to the commencement of systems support, and any costs for required repairs or updates will be charged to Customer at Vallant.si's applicable time and materials rates.
19.6 Exclusions. Support Services for Covered Systems do not include support required due to the following events ("Excluded Events"):
  (a) improper use, abuse, accident, or neglect;
  (b) alterations, modifications, or attempts to repair Covered Systems not authorized by Vallant.si;
  (c) causes external to a Covered System, such as failure to maintain environmental conditions within the operating range specified by the manufacturer;
  (d) attachment of a Covered System to equipment, software, or other items not listed on Vallant.si's then current Enterprise Services price list;
  (e) relocations or attempts to relocate Covered Systems; or
  (f) failure to maintain software and/or Covered Systems at Vallant.si-specified minimum release levels or configurations necessary to keep a Covered System within the terms of Vallant.si's then-current end of life support policy, or to properly install remedial replacement parts, patches, software updates or subsequent releases as directed by Vallant.si.
Services that Vallant.si delivers as a result of an Excluded Event will be invoiced separately at Vallant.si's applicable time and materials rates, and are subject to the terms and conditions of this Agreement.
19.7 Eligible Systems. Systems support is available only for systems which are covered by a valid software license and are in good working condition. Systems placed under an accepted order for systems support prior to the expiration of: (a) Vallant.si's warranty; or (b) an existing Vallant.si support agreement, automatically will be deemed to be in good working condition.
19.8 Eligible Systems - Other. If a system does not qualify for support under Sections 19.5 and 19.7, Vallant.si reserves the right to determine whether any system problem occurring during the first ninety (90) days of support coverage is attributable to a condition predating the commencement of support coverage, and to bill Customer at Vallant.si's applicable time and materials rates to correct such problem and return such system to eligible condition.

20. On-site Materials
Customer shall segregate, safeguard and designate as the property of Vallant.si all parts, spares, equipment or materials which Vallant.si places on a Customer Site and for which title is not transferred to Customer ("On-Site Materials"). On-Site Materials may only be used by authorized personnel consistent with the terms of the applicable Service Listing or SOW. Customer shall have no right or interest in the On-Site Materials, and shall not grant any liens or security interests therein. Customer will return On-Site Materials to Vallant.si, with a bill of lading, freight charges prepaid and fully insured, within ten (10) days of the termination of the applicable Confirmation. Customer assumes all risk of loss or damage to On-Site Materials that may occur prior to their return and receipt by Vallant.si.

21. Customer Obligations
21.1 General. The delivery of Services is conditioned upon Customer's fulfillment of all applicable Customer requirements. In addition to those requirements specified elsewhere in this Agreement and the Service List, Customer will provide Vallant.si personnel with:
  (a) reasonable and safe access to all facilities and systems as required by Vallant.si to perform purchased Services; and
  (b) a functional work environment and adequate, on-site working space and facilities (including access to hardware, software, telephone, copier, fax, LAN and Internet connection, tape drive, conference rooms, and printing facilities) as reasonably required by Vallant.si to perform the Services. Vallant.si will not bridge any firewall to gain access to a system.
Any additional service which Vallant.si provides as a result of Customer's failure to fulfill its requirements will be billed separately.
21.2 No Recruiting. Without the prior written consent of Vallant.si, Customer shall not recruit any personnel assigned by Vallant.si to perform any Services designated as consulting services for Customer until one (1) year after completion of the applicable Services. "Recruit" means to initiate personal contact for the purposes of hiring, but does not include responding to an an unsolicited application, responding to an advertisement without direct contact by Customer, or receiving candidates who are, without Customer involvement, presented to Customer by a recruiting firm. If Customer hires personnel in violation of this provision, Customer immediately will pay Vallant.si liquidated damages in an amount equal to the hired employee's projected total compensation for the six (6) months preceding the date of hiring.

22. Term & Termination
22.1 Term. This Agreement is effective as of its acceptance, and continues in effect for so long as an accepted order is in effect hereunder.
22.2 Termination for Cause. Either party may terminate an accepted order: (a) immediately upon written notice to the other party of a non-remedial material breach; or (b) immediately, by written notice to the other party, if the other party fails to cure any remedial material breach within thirty (30) days of being notified of such breach, provided, however, that no right of cure shall apply to Customer's failure to timely pay all amounts due.
22.3 Termination for Convenience. Customer may cancel education Services for convenience in accordance with the cancellation policies issued by Vallant.si Education Services, which cancellations may result in the assessment of a cancellation fee. Either party may terminate consulting Services for convenience on sixty (60) days' written notice to the other party. Upon termination of a consulting Service, Vallant.si will deliver to Customer: (a) any property of Customer in Vallant.si's possession or control in good condition, reasonable wear and tear excepted, and (b) subject to receipt of payment for consulting Services rendered through the date of termination of the consulting Service, all Deliverables, whether finished or unfinished.
22.4 Effect of Termination. Neither party shall be liable for any damages arising out of the termination of this Agreement, any purchase order or Confirmation in accordance with its terms, but such termination shall not affect any right to recover: (a) damages sustained by reason of material breach; or (b) any payments which may be owing under this Agreement or any applicable Confirmation.

23. General
23.1 Severability. If any provision of this Agreement is held invalid by any EU land U.S. law or regulation or by any EU and U.S. court having valid jurisdiction, such invalidity will not affect the enforceability of other provisions.
23.2 Force Majeure. A party is not liable under this Agreement for nonperformance caused by events or conditions beyond that party's control if the party makes reasonable efforts to perform. This provision does not relieve Customer of its obligation to make payments then owing.
23.3 All written notices required by this Agreement must be delivered in person or by means evidenced by a delivery receipt or acknowledgment and will be effective upon receipt. Except for modifications to this Agreement, each notice communicated in electronic form will be considered to be written.
23.4 This Agreement is not intended to create a partnership, franchise, joint venture, agency, or a fiduciary or employment relationship. Neither party may bind the other party or act in a manner which expresses or implies a relationship other than that of independent contractor.
23.5 Compliance with Data Privacy Laws. Customer shall comply with all applicable laws regarding the collection and use of any personal data compiled under this Agreement, and hereby consents to Vallant.si's use and processing of Customer's data and that of its employees for all purposes contemplated under this Agreement.
23.6 Waiver or Delay. Any express waiver or failure to exercise promptly any right under this Agreement will not create a continuing waiver or any expectation of nonenforcement.
23.7 Governing Law. Slovenia law and controlling EU law govern any action related to this Agreement. Neither the choice of law rules of any jurisdiction nor the United Nations Convention on Contracts for the International Sale of Goods apply. The venue for litigation will be the appropriate courts located in Maribor, Slovenia.
23.8 Assignment. Neither party may assign or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the other party, except that Vallant.si may assign its right to payment and may assign this Agreement to an affiliated company.
23.9 Availability. Services may not be available in certain locations, and Deliverables may vary between locations. Services are subject to availability of qualified Vallant.si personnel and facilities and/or may be subject to additional costs or terms and conditions or to payment of minimum applicable fees. Vallant.si may modify the Service Listing at any time; provided, however, that Vallant.si will continue to provide Deliverables as set forth in the Service Listing or SOW in effect on the date the relevant Confirmation was issued.
23.10 Subcontractors. Vallant.si may use subcontractors in the performance of its obligations under this Agreement, in which case Vallant.si will remain responsible for the delivery of Services.
23.11 Order of Precedence. If any inconsistencies arise between the provisions of this Agreement, any Service Listing and/or Confirmation or SOW, the following order of precedence shall apply in order of priority:
  (1) this Agreement;
  (2) the applicable price list, Service Listing or SOW; and
  (3) the applicable Confirmation.
23.12 Entire Agreement and Survival. This Agreement and the Vallant.si Terms of Use (at http://vallant.si/legal-stuff/terms-and-conditions-of-use.html), as applicable, are the parties' entire agreement relating to their subject matter. They supersede all prior or contemporaneous oral or written communications, proposals, conditions, representations and warranties and prevail over any conflicting or additional terms of any quote, order, acknowledgment or other communication between the parties relating to their subject matter during the term of this Agreement and the Vallant.si Terms of Use. Rights and obligations under this Agreement which by their nature should survive, will remain in effect after termination of this Agreement.

Services Supplement

1. Scope
This Services Supplement ("Supplement") together with the Vallant.si Standard Sales Terms ("Master Terms") establishes the terms and conditions applicable to purchases of Services from the Vallant.si Store Catalog ("Catalog," each Service offering a "Catalog Entry"). Certain Services may require the execution of an addendum or Statement of Work ("SOW") to this Supplement. Capitalized terms not otherwise defined herein have the meanings assigned to them in the Master Terms.

2. Delivery
Vallant.si will accept orders for Services submitted on Vallant.si Store by issuing a Schedule, acknowledgment and/or invoice (each a "Confirmation") to Customer. Each Confirmation, together with the Master Terms, this Supplement and the applicable Catalog Entries constitute a separate, integrated agreement. Vallant.si may require a formal purchase order in connection with certain Vallant.si Store orders. Vallant.si will perform tasks and provide Customer with specific tangible items ("Deliverables") in accordance with the Services descriptions contained in the applicable Catalog Entries and/or SOWs (accessible through the "More Info" feature and/or other aspects of Vallant.si Store), subject to the terms of this Supplement. Services are solely for Customer's internal use, and may not be provided or resold to third parties.

3. Consulting Services
All services designated as "Consulting Services" will be provided pursuant to a SOW. By ordering Consulting Services under this Supplement, Customer accepts the terms of the applicable on-line SOW, if any, identified in the Catalog. Consulting Services are expressly limited to those tasks and Deliverables identified in the SOW. Customer shall have no right to control the processes and/or methodologies employed by Vallant.si in the performance of Consulting Services. For time and materials projects, Vallant.si may discontinue Consulting Services in order to prevent exceeding the funding level authorized by Customer, in which case Vallant.si will make reasonable efforts to give Customer prior notice and submit any Deliverables to Customer, regardless of their completion status.

4. Remote Services
By purchasing any Services which are delivered remotely, Customer (i) commits to procure and maintain a Vallant.si-specified gateway at Customer's expense, (ii) gives Vallant.si permission to access remotely Customer's systems, and (iii) assumes responsibility for all outbound telecommunications charges related to the remote Services. If Customer fails to facilitate remote Services, Vallant.si may decline to deliver such Services and/or assess additional charges or other conditions for the delivery of Services which would otherwise be provided remotely, and/or revoke any applicable warranties.

5. Systems Support
5.1 Customer Sites. Services will be delivered to the site(s) ("Customer Site(s)") and for the systems indicated on the applicable Schedule ("Covered Systems"). Customer will give Vallant.si at least thirty (30) days' written notice prior to relocating Covered Systems, which notice must specify the new site. Support of relocated systems is subject to local availability and may be subject to additional fees, and to inspection and recertification of the relocated systems at Vallant.si's applicable time and materials rates.
5.2 Problem Avoidance. Customer will perform routine system preventative maintenance and cleaning. Prior to requesting support from Vallant.si, Customer will comply with all applicable operating and troubleshooting procedures, as posted on a Vallant.si knowledge database or as otherwise provided by Vallant.si. If such efforts are unsuccessful in eliminating the malfunction, Customer will then promptly notify Vallant.si. Customer will establish and maintain a procedure external to Covered Systems for reconstruction of lost or altered files, data, or programs.
5.3 Qualified Personnel. Customer acknowledges that the examination, replacement, and handling of hardware components can be hazardous. Customer will use qualified service personnel and employ adequate safety precautions in the performance of its obligations hereunder. Requests for hardware and software support may be made only by Customer personnel who (i) possess the necessary expertise and training (as from time to time defined by Vallant.si) to diagnose and resolve system software malfunctions with direction by Vallant.si, and (ii) are designated as "Contacts" in accordance with the applicable Catalog Entries.
5.4 Additional Systems. Customer may add systems to a Schedule for a period coterminous with the term of the Schedule at Vallant.si's then-current, pro-rated, per-system fee, upon written notice to Vallant.si, subject to Vallant.si's rights of inspection. Vallant.si will provide to Customer an add-on Schedule reflecting the additional Covered Systems and associated additional fee.
5.5 Inspections. Covered Systems are subject to inspection by Vallant.si prior to the commencement of systems support, and any costs for required repairs or updates will be charged to Customer at Vallant.si's applicable time and materials rates.
5.6 Exclusions. Support Services for Covered Systems do not include support required due to the following events ("Excluded Events"):
(a) improper use, abuse, accident, or neglect;
(b) alterations, modifications, or attempts to repair Covered Systems not authorized by Vallant.si;
(c) causes external to a Covered System, such as failure to maintain environmental conditions within the operating range specified by the manufacturer;
(d) attachment of a Covered System to equipment, software, or other items not listed on Vallant.si's then current Enterprise Services Price List;
(e) relocations or attempts to relocate Covered Systems; or
(f) failure to maintain software and/or Covered Systems at Vallant.si-specified minimum release levels or configurations necessary to keep a Covered System within the terms of Vallant.si's then-current end of life support policy, or to properly install remedial replacement parts, patches, software updates or subsequent releases as directed by Vallant.si. Services delivered by Vallant.si as a result of an Excluded Event will be invoiced separately at Vallant.si's applicable time and materials rates, and are subject to the terms and conditions of the Master Terms and this Supplement. Operating supplies and accessories, such as magnetic tapes and anti-glare coatings on video display monitors, and unsupported options are not covered by this Supplement.

6. On-site Materials
Customer shall provide a safe and secure location for all parts, spares, equipment or materials which Vallant.si places on a Customer Site and for which title is not transferred to Customer ("On-Site Materials"). On-Site Materials may only be used by persons possessing the necessary expertise and training (as defined by Vallant.si from time to time) to provide hardware maintenance for the systems for which Customer has purchased support. Customer shall clearly segregate On-Site Materials and clearly designate them as the property of Vallant.si. Customer shall have no right or interest in the On-Site Materials, and shall not grant any liens or security interests therein. Customer will return On-Site Materials to Vallant.si, with a bill of lading, freight charges prepaid and fully insured, within ten (10) days of the termination of the applicable Schedule. Customer assumes all risk of loss or damage to On-Site Materials that may occur prior to their return and receipt by Vallant.si.

7. Intellectual Property Rights And Licenses
7.1 Intellectual Property Rights. "Intellectual Property Rights" means all worldwide
(1) patents, patent applications, and patent rights;
(2) rights associated with works of authorship including copyrights, copyright applications, copyright restrictions, mask work rights, mask work applications, and mask work registrations;
(3) rights relating to the protection of trade secrets and confidential information;
(4) moral rights;
(5) rights analogous to those set forth herein and any other proprietary rights relating to intangible property; and
(6) divisions, continuations, renewals, reissues, and extensions of the foregoing (as applicable) now existing or hereafter filed, issued, or acquired. Each party will retain ownership of all Intellectual Property Rights to its pre-existing work. Any enhancements, modifications and derivatives thereto included in a Deliverable shall be owned by Vallant.si. Vallant.si's preexisting work shall be deemed to include the pre-existing work of its subcontractors. All right, title, and interest in and to Deliverables, including all Intellectual Property Rights pertaining thereto, will be owned by Vallant.si. Vallant.si may fully exploit, under the laws of any jurisdiction and without any obligation to notify, obtain authorization from, or account to Customer, all rights with respect to Deliverables.
7.2 Licenses. Deliverables are subject to the license that accompanies such Deliverable or as provided in an applicable SOW. To the extent that a Deliverable constitutes an update, version release, product release, maintenance release, patch or derivative work prepared by Vallant.si or on Vallant.si's behalf for a licensed Product or Deliverable ("Subsequent Deliverable"), it shall be subject to the license governing the original Product or Deliverable; provided however, that the use or application of any Subsequent Deliverable shall not change any term or condition of any warranty applicable to the original Product or Deliverable.
7.3 General License. For all Deliverables not covered by Section 7.2, Vallant.si hereby grants to Customer, subject to and conditioned upon the Customer's compliance with the terms of this Supplement, a limited, royalty-free, non-exclusive, non-transferable, worldwide license to use, modify, and reproduce for Customer's internal use only, the portions of the Deliverables which contain Vallant.si Intellectual Property to the extent necessary for Customer to use the Deliverables in accordance with the terms of the applicable Catalog Entry or SOW. Vallant.si reserves all of the rights not granted in this Section 7, including but not limited to any Intellectual Property Rights, in Vallant.si pre-existing work and any enhancements, modifications and derivatives thereto. No right to sublicense Deliverables or their content is granted.
7.4 License Limitations. Except as expressly stated in this Section 7, no other license, right or interest with respect to a Product or Service is granted to Customer for any purpose. Nothing in this Section 7 modifies any license agreement between the parties or grants Customer any right or license to any Vallant.si product or Intellectual Property Rights. Software updates, version releases, product releases, maintenance releases and patches may be used or accessed only by those Covered Systems for which such Deliverable was specifically licensed. Knowledge databases may only be accessed by authorized Customer contacts for the sole purpose of diagnosing and resolving problems on Covered Systems. Educational software, courseware, tests and answers, surveys, reports or videotape products may only be used, during their specified term, for the enumerated number of times, for a specified number of students or individuals, or as otherwise limited in the applicable Catalog Entry or documentation accompanying any such Deliverable. Vallant.si or its independent audit firm may, upon reasonable notice, examine and audit the records, systems and liabilities of Customer to ensure compliance with any license granted by Vallant.si.

8. Customer Obligations
8.1 General. The delivery of Services is conditioned upon Customer's fulfillment of all applicable Customer requirements. In addition to those requirements specified elsewhere in this Supplement, the Master Terms and the Catalog, Customer will provide Vallant.si personnel with:
(a) reasonable and safe access to all facilities and systems as required by Vallant.si to perform purchased Services and
(b) a functional work environment and adequate, on-site working space and facilities (including access to hardware, software, telephone, copier, fax, LAN and internet connection, tape drive, conference rooms, and printing facilities) as reasonably required by Vallant.si to perform the Services. Vallant.si will not bridge any firewall to gain access to a system. Any additional service which Vallant.si provides as a result of Customer's failure to fulfill its requirements will be billed separately.
8.2 No Recruiting. Without the prior written consent of Vallant.si, Customer shall not recruit any personnel assigned by Vallant.si to perform work for Customer by Vallant.si until one (1) year after completion of the applicable Services. "Recruit" as used in this Section shall mean a personal contact initiated for the purposes of hiring. This Section does not prohibit Customer from hiring Vallant.si personnel who submit an unsolicited application, respond to an advertisement without direct contact by Customer, or are, without Customer involvement, presented to Customer by a recruiting firm. If Customer hires personnel in violation of this provision, in recognition of the difficulty of ascertaining the actual amount of damages, Customer immediately will pay Vallant.si liquidated damages in an amount equal to the hired employee's projected total compensation for the six (6) months following the date of hiring.
8.3 Compliance with Data Privacy Laws. Customer shall comply with all applicable laws regarding the collection and use of any personal data compiled under this Supplement.
8.4 Indemnity. Customer will defend, indemnify, and hold Vallant.si harmless from and against any and all loss, damage, liability and expense (including reasonable attorneys' fees and costs) arising out of any claim, action or proceeding by any current, former or prospective employee of Customer, based on Customer's, or Customer's employees’, affiliates’ or agents’, use, modification and/or reproduction of Consulting Services or the data or reports generated by such Consulting Services.

9. Prices
The price for a Service is the price set forth in the Catalog or SOW on the date Customer submits an order for a Service on the Vallant.si Store. Vallant.si may modify its prices (i) for education services ordered on Vallant.si Store, at any time ninety (90) days after Customer's order; (ii) upon renewal of any Schedule, or (iii) for any new order. Except as provided otherwise in the Catalog, all prices are non-discountable and exclusive of (i) reasonable travel expenses in the amount actually incurred by Vallant.si and (ii) reasonable and necessary out-of-pocket expenses associated with Consulting Services and training and education programs purchased by Customer, each of which will be billed separately. Transportation and insurance charges will be collected from, or if prepaid, will be subsequently invoiced to, Customer.

10. Confidential/Proprietary Information
The following materials are designated as confidential or proprietary information: the Vallant.si knowledge database, the content of any proposed or delivered education services or Consulting Services, all Vallant.si support manuals, documentation and software, and all Vallant.si-supplied materials that bear a proprietary rights notice ("PRN"). Customer shall not change, hide, remove or otherwise alter the PRN in whole or in part and shall include Vallant.si's PRN on any copy Customer is permitted to make of such materials. Customer may not disclose such confidential or proprietary information, may use it only for purposes specifically contemplated in this Supplement, and must treat it with the same degree of care as it does its own similar information, but with no less than reasonable care. This Section 10 will not affect any other confidential disclosure agreement between the parties.

11. Term & Termination
11.1 Term. This Supplement is effective as of its acceptance, and continues in effect for so long as an accepted order is in effect hereunder.
11.2 Termination for Cause. Either party may terminate an accepted order: (i) immediately upon written notice to the other party of a non-remedial material breach; or (ii) immediately, by written notice to the other party, if the other party fails to cure any remedial material breach within thirty (30) days of being notified of such breach, provided, however, that no right of cure shall apply to Customer's failure to timely pay all amounts due.
11.3 Termination for Convenience. Customer may cancel education Services for convenience in accordance with the cancellation policies issued by Vallant.si Education Services, which cancellations may result in the assessment of a cancellation fee. Either party may terminate Consulting Services for convenience on sixty (60) days' written notice to the other party. Upon termination of a Consulting Service, Vallant.si will deliver to Customer (i) any property of Customer in Vallant.si's possession or control in good condition, reasonable wear and tear excepted, and (ii) subject to receipt of payment for Consulting Services rendered through the date of termination of the Consulting Service, all Deliverables, whether finished or unfinished.
11.4 Effect of Termination. Neither party shall be liable for any damages arising out of the termination of this Supplement, any purchase order or Confirmation in accordance with its terms, but such termination shall not affect any right to recover: (i) damages sustained by reason of material breach; or (ii) any payments which may be owing under this Supplement or any applicable Confirmation. Rights and obligations under this Supplement which by their nature should survive, will remain in effect after termination of this Supplement.

12. Miscellaneous
12.1 Availability. Services may not be available in all locations, are subject to availability of qualified Vallant.si personnel and facilities and/or may be subject to additional costs or terms and conditions or to payment of minimum applicable fees. Vallant.si may modify the Catalog at any time; provided, however, that Vallant.si will continue to honor Customer's existing coverage as set forth in the applicable Catalog Entry in effect on the date the associated Confirmation was issued. The foregoing notwithstanding, Vallant.si reserves the right to make Service substitutions and modifications at any time that do not cause a materially adverse effect in overall Service performance.
12.2 Subcontractors. Vallant.si may use subcontractors in the performance of its obligations under this Supplement in which case Vallant.si will remain responsible for the delivery of Services.
12.3 Catalog Terms. Terms not otherwise defined in the Catalog Entries shall have the meanings assigned to them in this Supplement.
12.4 Order of Precedence. If any inconsistencies or conflicts arise between the provisions of this Supplement, the Master Terms, any Catalog Entry and/or Confirmation or SOW, the following order of precedence shall apply in order of priority:
(1) SOW (if applicable);
(2) applicable Catalog Entry;
(3) this Supplement;
(4) the Master Terms; and
(5) applicable Confirmation. This Supplement will control the purchase of Services through the Vallant.si Store notwithstanding the existence of an existing purchase agreement between Vallant.si and Customer.

13. Warranty. Vallant.si warrants that Services will be performed in a good and workmanlike manner.
13.2 Exclusive remedy. Company's sole and exclusive remedy and Vallant.si's entire liability for breach of the above warranty will be reperformance of Services.
13.3 Claims. Any claim for breach of the above warranty must be made in writing and notified to Vallant.si within 90 days of performance of the Services at issue.