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GENERAL CONDITIONS OF SALE FOR PROFESSIONAL CUSTOMERS (B2B) OF VIDEOACUSTIC, SL

  1. GENERALITIES

1.1. These General Conditions of Sale (the "Conditions" ) will be valid and applicable, recognized by the ordering party (the "BUYER" or, indistinctly, the "CLIENT" ) mandatory, both for this contract and for all future commercial relationships with VIDEOACUSTIC, SL (hereinafter VIDEOACUSTIC), whose updated data is accessible at the following link https://www.azimutbussolutions.com/privacy-policy/ , for the sale and delivery of products and any ancillary services or benefits. When we refer to the BUYER and VIDEOACUSTIC interchangeably, we will call them the “Parties” or the “Party” .

1.2. These Conditions are understood to be accepted by the CLIENT by the mere fact of placing an order with VIDEOACUSTIC, being bound by them from that moment. The acceptance of these Conditions implies that the CLIENT declares and acknowledges that he has full capacity to be bound by virtue of them, stating that he is of legal age with sufficient capacity, if it were a natural person, or a legal representative with sufficient powers of the legal entity that makes the order.

1.3. The CUSTOMER also declares and guarantees to VIDEOACUSTIC that he is an entrepreneur or professional who acts, either directly or through another person on his behalf or following his instructions, solely and exclusively for a purpose related to his commercial, business, trade or profession. . The BUYER, therefore, does not hold the status of consumer or user, even in the case of a natural person, since it does not act with a purpose unrelated to its commercial, business, trade or profession activity, nor is it an entity that acts without for profit in a field unrelated to a commercial or business activity.

1.4. These Conditions together with, where appropriate, the particular conditions that may be agreed with the CLIENT, constitute the contract with VIDEOACUSTIC (the "Contract" ) and both, - these General Conditions and the particular agreements that may be reached, which in all In this case, they must be formalized in writing with the express acceptance of VIDEOACUSTIC -, the Parties submit to the regulation of their commercial legal relationship, without prejudice to the mandatory regulations that may apply.

1.5. VIDEOACUSTIC may make the modifications and/or updates that it deems appropriate in these Conditions due to technical, business or simple improvement circumstances, these modifications being published in the same form in which the present ones appear or, at the discretion of VIDEOACUSTIC, through a communication. In any case, it will be considered that the CUSTOMER expressly accepts the modifications or updates if he places a new order, having to read them periodically, being applicable those that are in force at the time of placing an order.

1.6. These Conditions will be written in Spanish and, additionally, in English or in other languages that VIDEOACUSTIC considers, but, in case of discrepancy, the version in Spanish will be the only authentic and applicable between the Parties, prevailing over any other language.

1.7. All references made in these Conditions to days shall be understood to be made, unless otherwise indicated, to business days according to the calendar of the registered office of VIDEOACUSTIC.

1.8. All offers, acceptances or orders and deliveries made by VIDEOACUSTIC will be understood to be made under these Conditions, which replace any others incorporated by the BUYER in any negotiation or order, renouncing the latter to assert its own purchase conditions, which not even by silence of VIDEOACUSTIC nor by acceptance of an order or supply, will become content of the Contract. No modification, alteration or agreement contrary to what is stipulated herein shall have effect unless expressly stated in an express written agreement signed by VIDEOACUSTIC.

1.9. Budgets or financial offers from VIDEOACUSTIC will be valid from the date they are sent to the CLIENT and will be valid for a maximum of 30 days unless otherwise expressly agreed.

1.10. No contract for the sale or supply of products or technical assistance service or any other will be understood to be perfected until VIDEOACUSTIC accepts the order in writing, or in the absence of acceptance, until the delivery of the products or provision of the service requested in accordance with the order. It will be understood that the contracts entered into electronically will produce all the effects provided for by the legal system, so it will be understood that VIDEOACUSTIC accepts the order in writing if it issues its confirmation by email (in this case, the non-receipt or proof of the email email sent by VIDEOACUSTIC as a result of the configuration of the CUSTOMER's inbox - junk mail or spam - will be the responsibility of the CUSTOMER) or other telematic means. In all cases, the place of execution of the Contract, unless otherwise agreed, shall be understood as the place of residence of VIDEOACUSTIC. Orders may not be canceled once they have been accepted or served, unless accepted in writing by VIDEOACUSTIC, the BUYER being obliged to indemnify VIDEOACUSTIC for all expenses and damages (including lost profits) caused.

1.11. VIDEOACUSTIC reserves the right to modify the specifications of the products with respect to the information provided in its catalogs and advertising. In the event that, for any reason, the possibility of supplying the offered products is affected, they may be replaced by others with the same or similar characteristics or specifications. The BUYER must verify the price list and the specifications of the products in force at all times before placing their order through our commercial department.

The BUYER must verify any changes related to availability, delivery times, specifications and characteristics of the products, services, rates and special offers, which could vary without prior notice. Any responsibility of VIDEOACUSTIC for errors or omissions in the content of the web is excluded, being only binding the data that is recorded in the corresponding confirmation of the order that is made, in accordance with the provisions of the previous Condition 1.9.

1.12. The assignment of the rights and obligations of the Contract will require the written consent of VIDEOACUSTIC. VIDEOACUSTIC may assign the rights and obligations of commercial operations in progress to companies of its group or to third parties, prior written communication to the CLIENT.

1.13. The eventual nullity, total or partial, of any of the General or Particular Conditions, will not affect the validity of the Contract itself, and the will of the Parties must be integrated with respect to the null clause, and the rest of the Conditions shall be fully applicable. .

  1. PLACEMENT OF ORDERS.

2.1 The shipment of your order is subject to confirmation and/or acceptance by VIDEOACUSTIC under the terms of Condition 1.9 above. All items offered by VIDEOACUSTIC are subject to availability.

2.2 The characteristics and specifications of the products are those determined and provided by the manufacturer in the corresponding technical documentation, user manuals or in the product itself, for which VIDEOACUSTIC is not responsible for eventual modifications and improvements made by the manufacturer of the product, except in the case of products designed and manufactured by VIDEOACUSTIC. The provisions of this Condition, and in general in terms of product liability of VIDEOACUSTIC, apply both to (i) products manufactured by third parties under third-party brands and (ii) to products manufactured by third parties under VIDEOACUSTIC's own brands.

2.3 The execution of the order implies the knowledge by the BUYER of the characteristics and specifications of the product that it acquires, having had the possibility of being adequately informed and with the necessary advance notice about them.

2.4 Orders for any of our products can be made via email, telephone or by any other means that records receipt of the order or that VIDEOACUSTIC expressly accepts.

  1. DELIVERY CONDITIONS.

3.1 The sale of the products is carried out under EXW Gandía (Valencia) Incoterms ICC conditions in its most recent version. The delivery and transmission of the risk of the products will take place at the VIDEOACUSTIC facilities at the place of its registered office. VIDEOACUSTIC will contract, at the expense and risk of the BUYER, the transport of the merchandise to the address indicated by the BUYER, sending it by the method and with the company designated by the BUYER. If no transport company is indicated, VIDEOACUSTIC will send the merchandise with the company with which it usually contracts its transport. In case of shipping request, either through the carrier indicated by the BUYER or the usual one of VIDEOACUSTIC, the BUYER expressly assumes the risk of loss or deterioration of the product, regardless of who pays the postage.

3.2 VIDEOACUSTIC may make the delivery before the agreed date, as well as, where appropriate, make partial deliveries if it deems it appropriate, which will produce the delivery, transfer of risk and accrual of the price for said partial delivery.

3.3 The dates or delivery times indicated in the order confirmation will be estimated, and the delay in delivery will not constitute an essential breach. In the event that VIDEOACUSTIC has not delivered the merchandise after 7 days from the indicated delivery date, VIDEOACUSTIC may set an additional term of reasonable duration, which may not exceed half of the initial term, for the fulfillment of its obligation. of delivery, after which, the BUYER will be entitled to cancel the order at no cost, and without any liability for damages attributable to VIDEOACUSTIC for that reason.

3.4 VIDEOACUSTIC will not be responsible for the lack of fulfillment of any of its obligations when the same is due to impediments beyond its control or events that could not have been foreseen, or that, foreseen, were unavoidable, as well as in case of acts of any administrative authorities; own or third party labor strikes; lockouts; civil disorders; earthquakes and any other natural disasters; pandemics or health crises and the measures adopted by the competent authorities for their containment or eradication; lack or inability to obtain raw materials, supplies or equipment from manufacturers or suppliers; or non-functioning of facilities or communications (among others, but not limited to, problems in the computer network, drops or malfunction of the telephone, electrical or Internet network, etc.). In such case, VIDEOACUSTIC will notify the BUYER of the impediment, will be exempt from the fulfillment of its obligations and from any liability for damages or any other contractual or legal penalty, although it will adopt the necessary measures to be able to continue with the fulfillment of the Contract as soon as possible. possible, regularly keeping the BUYER informed of his situation. The period of interruption caused by the above causes will not be considered a breach of the Contract.

3.5 Except as provided in these Conditions, VIDEOACUSTIC will not be responsible for any damages that may arise from the delay or lack of delivery of the merchandise, especially loss of profits or any damage or harm derived from delay or loss of production. , incurred by the BUYER.

3.6 Without prejudice to the provisions regarding guarantees, changes and returns will only be accepted in the event of a justified error in the delivery, which becomes evident within 3 days from the receipt of the merchandise and only with respect to those products in perfect state. In case of opening of original packaging or plastic seals, it will be at VIDEOACUSTIC's option to return or exchange the product and VIDEOACUSTIC will protect the intellectual property rights of the manufacturer and/or VIDEOACUSTIC in the way it considers.

  1. RESERVATION OF DOMAIN CLAUSE.

4.1 The merchandise supplied will remain the property of VIDEOACUSTIC until full satisfaction of its price. The BUYER may not dispose of, pledge, assign as collateral to third parties or encumber, whatever the means, the merchandise until full payment. Until that time, the BUYER will keep the merchandise in good condition and will identify it, where appropriate, as the property of VIDEOACUSTIC. The exercise of the reservation of ownership will not imply the waiver to demand the fulfillment of the Contract, its resolution and/or the compensation for damages that may be appropriate.

4.2 However, in case of non-compliance with the prohibition of disposition or previous encumbrance, and without prejudice to the actions that may take place, the BUYER expressly assigns, by virtue of this document, in guarantee of any credit against the same in favor of VIDEOACUSTIC, the credits that arise in its favor against third parties as a result of the transmission, encumbrance or transformation, in whole or in part, of the merchandise whose price has not been fully paid.

4.3 In the event of an embargo or any other form of intervention by a third party on the merchandise whose price has not been fully paid, the BUYER shall expressly record the existence of this reservation of ownership and immediately inform VIDEOACUSTIC in writing.

  1. PRICE AND METHOD OF PAYMENT.

5.1 The price will be that of the offer or the one that corresponds according to the price list in force at the time of order confirmation.

5.2 The prices do not include shipping costs as well as special accessories, installation, technical direction, training or complementary services to the delivery of the product, unless otherwise agreed in writing.

5.3 Payment will be made, according to the payment terms established in the agreement, either under prepayment conditions, against delivery of merchandise, deferred payment, etc. and in the agreed manner (transfer, promissory note, confirming, charge to bank account, etc.). Any method of payment will require the express written acceptance of VIDEOACUSTIC, which may be revoked at any time.

5.4 All expenses generated as a result of non-payment on the due date will be borne by the BUYER. In this case, VIDEOACUSTIC will have the right to claim an interest equivalent to the legal interest of money in Spain increased by three points, from the due date to the effective payment date.

The expenses caused by the claim and collection of the price will also be borne by the BUYER, including the fees derived from the management of the collection, lawyer, solicitor even when it is not mandatory, risk insurance companies, etc. In any case, it will be considered that the BUYER has satisfied its obligation to pay only when the amounts are effective and available by VIDEOACUSTIC.

5.5 In the event of total or partial non-payment by the BUYER on the agreed due date for one or more product and/or service orders, VIDEOACUSTIC may suspend or cancel any shipment or pending Contract. The above power of VIDEOACUSTIC will in no case release the BUYER from its contractual obligations in relation to payments owed and receipt of products. VIDEOACUSTIC will not be responsible for any damages or losses, including lost profits, or damages due to delay or loss of production caused to the BUYER in the event of suspension or cancellation of a shipment or Contract.

5.6 In the event of a delay of more than 30 days in the withdrawal or non-receipt of the merchandise from the time it is made available to the BUYER, a surcharge of 2% per month will be made, prorating periods of less than one month, on the total purchase price, in concept of storage and conservation expenses, insurance and financial expenses. In the event of higher or extraordinary expenses, damages, or losses, VIDEOACUSTIC reserves the right to charge and/or claim in addition to the aforementioned expenses. In any case, if there is a delay in the reception or removal of the merchandise by the BUYER, VIDEOACUSTIC will be entitled to cancel the order or deposit the merchandise, at the expense and risk of the BUYER, in its facilities or in those of a third party; in both cases, without prejudice to the right of VIDEOACUSTIC to claim or charge the BUYER for any damages that may arise, and to return to the BUYER, in the event of eventual advance payments, all or part of said advance payments, once compensated for the expenses and damages derived from the lack of withdrawal or non-receipt of the merchandise, for all of which VIDEOACUSTIC is expressly authorized.

5.7 The BUYER consents and accepts that VIDEOACUSTIC may issue and send its invoices in electronic or digital format.

5.8 VIDEOACUSTIC reserves the right, which is accepted by the BUYER, to compensate any debt that it maintains with the BUYER for any concept with the credit right in its favor derived from an order, both for price and for any other concept. recognized in your favor under these Conditions. The BUYER will not have the same power unless VIDEOACUSTIC expressly accepts it in writing in each specific case.

  1. QUALITY AND GUARANTEE. LIMITATION OF LIABILITY.

6.1 The characteristics, benefits and specifications of the products are those determined and provided by the manufacturer or by VIDEOACUSTIC (when they are products manufactured by VIDEOACUSTIC) in the corresponding technical documentation and user manuals. VIDEOACUSTIC warrants that the products will perform substantially in accordance with the manufacturer's or VIDEOACUSTIC's specifications and are free from state-of-the-art defects in material and workmanship under normal use and service. VIDEOACUSTIC does not guarantee special uses other than those determined by the manufacturer or by VIDEOACUSTIC.

6.2 This guarantee will have a duration of 24 months for all products identified by category A and 12 months for those of category B, in both cases from the date of the sales invoice; The guarantee will be on the materials in our facilities and does not include travel. Products within category A include servers, screens, routers, etc. Category B products include satellite antennas, antennas in general, storage systems (disks or other technologies), hubs, cables, installations, etc.

The change of the product, parts or components will not renew the warranty period nor will it imply the beginning of a new one with respect to them.

6.3 Differences in quantity or external evidence of blows or breakage of the product, both for the sale of the product and for the shipment of repaired or replaced equipment, must be stated at the time of delivery, and the BUYER must notify VIDEOACUSTIC in writing by any means that records its receipt, within a maximum period of 3 days from the date of delivery of the product. After this period, the BUYER will lose any right to claim for lack of quantity or breakage, understanding the merchandise received to its full compliance.

6.4 In the event of defects or faults, VIDEOACUSTIC may, at its discretion: (i) repair or replace the defective part or product with another conforming one (equal or with similar characteristics to the one purchased, if it is no longer available), free of charge some for the BUYER; or (ii) refund the price paid for the defective product. The responsibility of VIDEOACUSTIC shall be limited to the substitution of the defective piece or part of the product for another of identical characteristics, of a maximum value equal to that indicated in the price list for the defective piece or part of the product under warranty.

6.5 Repairs will only be carried out after assigning the corresponding RMA repair number provided by the VIDEOACUSTIC Technical Service Department, for which they must contact the same at the telephone number +34962965213 or e-mail satbus@azimut.es , informing the number of sales invoice and a detail of the products, equipment and accessories that you wish to send, as well as a detailed description of the defects. Shipments for repair will not be accepted without the corresponding assigned repair number.

6.6 The delivery of the product for repair will be made at the address of VIDEOACUSTIC. In the event of sending products to VIDEOACUSTIC for repair, the shipment will be made, in any case, postage paid by the BUYER.

6.7 Within the guarantee period, the return to the BUYER of the repaired product will also be made freight prepaid by VIDEOACUSTIC to the address provided by the BUYER. VIDEOACUSTIC will send the merchandise through the carriers you trust. In the rest, the delivery conditions established in the previous Condition 3 will apply.

6.8 If the product does not present a defect or breakdown, both under warranty and outside of it, the BUYER will pay the costs of revision and intervention and those of transport for return.

6.9 Repairs carried out by our SAT enjoy a guarantee on labor (execution of the repair) of 3 months from the date of delivery of the repaired device, and will be valid as long as it is not manipulated or repaired by third parties. , or improper use is made of it. The guarantee covers labor and spare parts or materials used in the repair, excluding any other concepts. The conditions established in this Condition will apply to repairs under repair guarantee, especially those referring to differences in quantity or external evidence of blows or breakage of the product (6.3. and 6.4.), repair only after assigning a number by the SAT (6.5.), delivery and return of repaired product (6.6., 6.7. and 6.8.).

6.10 After 12 months from the date on which the merchandise should have been withdrawn for repair, the BUYER shall be deemed to have renounced his rights under this Condition and abandoned the merchandise, and VIDEOACUSTIC may dispose of it in the manner it deems appropriate. The BUYER will assume all expenses derived from the possible return, consignment or provision of the merchandise and authorizes in any case the return of the repaired merchandise, postage due, and the charge or compensation of the amounts and expenses accrued against any credits to your favour. The foregoing powers shall be understood without prejudice to the right of VIDEOACUSTIC to claim the expenses and damages that the storage and/or disposal of the abandoned merchandise would have entailed.

6.11 The total responsibility of VIDEOACUSTIC for any concepts will not exceed, in any case, the total value of the defective product supplied. VIDEOACUSTIC will not be, in any case, outside the provisions of these Conditions, responsible for any damages, especially lost profits, or damages for expected results, delay or loss of production. Likewise, any liability for loss or damage to information or data records is expressly excluded.

6.12 The compensation provided for in these General Conditions will exclude any other compensation due to defects or lack of quality or quantity.

6.13 The BUYER will use the product in accordance with the User Manual, and the manufacturer's or VIDEOACUSTIC's instructions. VIDEOACUSTIC will not be responsible for any damages and losses of the BUYER, or any third parties, derived from the non-observance of the instructions contained in the Technical Documentation, User Manual or Safety Standards of the product.

6.14 All kinds of guarantees will be excluded in case of improper use, non-observance of the instructions for use and conservation, inappropriate handling, fault or negligence of the BUYER or third party, or normal wear and tear. In particular, among others, the guarantee will be excluded for use of the device with current, voltage or connection to an inadequate source, as well as in case of damage due to fire, lightning, explosion or fluctuation of electrical voltage, humidity, or any natural phenomena or catastrophes. . Likewise, the guarantee will be excluded for use with hardware or software not supplied by VIDEOACUSTIC or in the event of manipulation, intervention or repair of the product by a person other than VIDEOACUSTIC or by personnel duly authorized by it.

6.15 The beneficiary of this guarantee is the BUYER, to whom the regulations in force at any time for consumers and users do not apply, as they do not hold such a condition, as stated and guaranteed.

6.16 In case of acquisition of products for resale to consumers, the BUYER will be responsible and will comply, at its own risk, with the obligations regarding Guarantees in the Sale of Consumer Goods, in accordance with the regulations in force at any time. The purchase of products for resale or warranty coverage does not entitle you to provide technical service to customers or repair the product, so you must refrain from handling the products or making any type of repair, under penalty of exclusion. otherwise, unless there is written authorization from VIDEOACUSTIC to do so.

6.17 When the products and/or services to be provided by VIDEOACUSTIC include providing the BUYER with mobile data and/or supply of SIM cards, the following general obligations will also be observed, without prejudice to the specific ones agreed in each case with the BUYER:

(i) Quality and use. (a) VIDEOACUSTIC, through its contractual relationship with the network operator, will provide the service in accordance with the quality levels, parameters and methods established by it. In this sense, the BUYER acknowledges that the coverage and quality could be altered by exceptional circumstances outside VIDEOACUSTIC or by fortuitous causes or force majeure that prevent the achievement of the promised quality levels. (b) VIDEOACUSTIC will provide the service exclusively in the coverage areas in which the network operator is established, not being responsible for interruptions or malfunctions caused by orographic and/or atmospheric conditions. (c) VIDEOACUSTIC will not be liable for suspensions or interruptions or for damages caused by causes beyond its control, that are not attributable to it and/or that depend on the operator.

(ii) General conditions for the supply of SIM cards. (a) The transfer of a SIM is not authorized without prior written notice to VIDEOACUSTIC. (b) The SIM is the property of VIDEOACUSTIC without the BUYER having any rights over it. (c) The risks on the SIM (including damage due to loss, damage to the equipment or the SIM card) are transferred to the BUYER at the time of its physical delivery. (d) During the custody of the SIM by the BUYER, the cost of a lost or stolen card, including charges for use of the data package, will be borne by the BUYER and an additional amount of €25 will be included for administration expenses. (e) The BUYER must indemnify VIDEOACUSTIC for losses, costs of all kinds and any damage that may be suffered as a result of withdrawing the SIM or using it for any unforeseen use. (f) The BUYER acknowledges that the terms and conditions of supply of the SIM and the associated processes are subject to possible changes by the SIM provider, although VIDEOACUSTIC will provide the available information on any change as soon as possible. (g) The BUYER may request the removal of a SIM by means of a written request that includes the IMMEI number, the ICCID and the value. The expenses incurred until the request is received and processed by VIDEOACUSTIC will be borne by the BUYER. A deregistered SIM is not recoverable and must be physically replaced. (h) If in the opinion of VIDEOACUSTIC the SIM is consuming abnormal amounts of data, VIDEOACUSTIC reserves the right to suspend the SIM without notice, in order to identify and solve the problem with the SIM or the unit. (i) The BUYER will use the SIM exclusively so that the communication services allow the connection between the AOD server and the Cloud management platform and in no case does its use imply: i. voice transmission (including VOIP), unless expressly agreed otherwise. ii. provide any service through Connectivity Services that enables an end user to access a publicly addressable destination (ie, public IP address) including through the use of a proxy, gateway, or router; iii. infringe the property rights of a third party (patents, trademarks, trade secrets…); IV. interfere with other users' use of a network or be used to circumvent security measures, regardless of whether it results in data corruption or loss; v. use services or software related to Internet Relay Chat (“IRC”), peer to peer file sharing (“P2P”), bit torrent, or proxy server network, spam, unsolicited mass sending of emails or commercial messages or maintain an open SMTP gateway.

(iii) Use of the SIM. The BUYER shall not: (a) modify, adapt, alter, translate or create derivative works of the services provided by VIDEOACUSTIC or of the SIMs; (b) merge or use the SIMs with any other hardware, software, products or services other than those of the object of these Conditions or that have not been expressly authorized by VIDEOACUSTIC; (c) subcontract, lease, rent, lend, disclose or transfer the SIMs to third parties; (d) reverse engineer, decompile, disassemble or otherwise attempt to derive the source or object code of the SIM Cards or any software running on the SIM Cards; (e) resell or use the services provided by VIDEOACUSTIC to provide services to third parties or allow third parties remote access and use of such services or use or allow SIM cards to be used to develop a product line that is similar to SIM cards except to the extent necessary for the purposes; (f) publish the results of any comparative test of operation of the SIM, its components, the cellular network or the services provided by VIDEOACUSTIC; (g) use the SIM cards for any purpose other than for the services provided by VIDEOACUSTIC related to the subject of these Conditions and specific applications as agreed in writing or allow the use of the SIM in order to make the operation of the cellular network or the quality of the services provided by VIDEOACUSTIC may be endangered, impaired or interrupted or to interfere with the integrity or security of telecommunications or the IT network or system; or, (h) use or copy SIM cards except as expressly permitted in these Terms.

  1. INTELLECTUAL AND INDUSTRIAL PROPERTY

7.1 VIDEOACUSTIC is the owner, either as creator and owner, or as third-party licensee, of all the rights over the systems that constitute the basis of the services it provides, without the contracting of them implying in any way an assignment of its property but exclusively a right to use the implanted system, in the terms and under the conditions regulated in these Conditions, without the BUYER having any right to disclose and/or publish, reproduce, distribute, publicly communicate or transform totally or partially such creation, without prior written authorization from VIDEOACUSTIC.

7.2 The BUYER does not acquire any right, except for the rights and licenses essential for compliance with these Conditions. The license granted to the BUYER on the software is non-exclusive, non-transferable and non-sub-licensable, it extends to the software modules depending on the contracted services. The license is conditional on the fulfillment by the BUYER of the effective payment of the agreed price. Any rights to the software other than those of use, such as, but not limited to, the rights of reproduction, transformation, distribution and public communication, are expressly excluded from the license. Consequently, the BUYER may not sell, rent, lend, distribute, assign, license, sublicense or transfer the service in any way to third parties, except as provided in these Conditions or with the express prior written authorization of VIDEOACUSTIC. The BUYER is prohibited, by way of example but not limitation, from reverse engineering, decompiling, disassembling, reproducing, translating, modifying, versioning, commercializing, duplicating, transforming or transmitting to any person or entity, partially or in its entirety, in form or by any means, whether mechanical, magnetic or any other, or remove any proprietary notice, including but not limited to, logic diagrams, source code, object and/or data model, without prior express written permission. of VIDEOACOUSTIC. The BUYER must physically and logically protect and safeguard the application, its contents, logical procedures, as well as the access and security mechanisms. In the event that the BUYER considers that any of the existing content in the technological solution has been introduced in it in violation of copyright or other intellectual property protection rights, it shall immediately notify VIDEOACUSTIC of such circumstance, sending notification to the email address esendra@azimut.es

7.3 The BUYER undertakes to indemnify VIDEOACUSTIC for any claim, in cases where the infringement is motivated by the use made of the equipment or software in conjunction with another device or software not provided by VIDEOACUSTIC services.

  1. DISSEMINATION OF CONTENT

8.1 Entertainment content, protected by intellectual property laws, is marketed, in the case of audiovisual productions, under non-commercial public display licenses. This type of license is granted by the production companies that own the rights to the works or by their representatives (hereinafter Licensors) and is limited to each venue (bus in this case), exclusively allowing non-commercial broadcasting in said venue of the different content object of the same. In these cases, the BUYER will confirm the data on contracting the license, so that VIDEOACUSTIC can proceed to load the contents in the system of the contracted title pack that appears in the particular conditions established in each case.

8.2 In the event that the BUYER supplies content directly requesting its upload to the Azimut Entertainment solution or any other that VIDEOACUSTIC, or its group company, is the owner or may be in the future, the BUYER declares to hold or have assigned all the rights of exploitation of intellectual property on them, especially, regarding the license for public communication and for the reproduction of the work in the form of digitization and transformation of its format in the solution owned by VIDEOACUSTIC in each case, exempting from responsibility to the same for any non-compliance that is produced by any of said actions. Likewise, VIDEOACUSTIC is exempt and will not assume responsibility if the BUYER uses other repertoires other than those licensed.

8.3 VIDEOACUSTIC is exempt and will not assume any responsibility in relation to the contracting of content by the BUYER, with the licensor or any other content provider. VIDEOACUSTIC is expressly exempt from any liability arising from the use by the BUYER of the Azimut Entertainment solution or any other that VIDEOACUSTIC, or its group company, is the owner or may be in the future without the appropriate license or in any way that violates the intellectual property rights of any third party; The BUYER undertakes to hold VIDEOACUSTIC harmless from any liability in the event of infringement of the contracted license rights, or any intellectual property rights of third parties.

8.4 To the extent that VIDEOACUSTIC can be considered an intermediary consisting of hosting data provided by the BUYER, VIDEOACUSTIC will not be responsible for the information stored at the request of the recipient in accordance with Law 34/2002 on Services of the Information Society and of Electronic Commerce, provided that you do not have effective knowledge that the activity or information stored is illegal or that it damages goods or rights of a third party liable for compensation or, if you do, act diligently to remove the data or make it impossible to access to them.

  1. USE OF BUYER DATA.

9.1 The personal data included in the Contract or that is collected during the entire term of the contractual relationship, will be collected and processed by VIDEOACUSTIC, whose address for these purposes are those that appear in our Legal Notice https://www.azimutbussolutions .com/en/privacy-policy/ in order to carry out an adequate management of the contractual relationship established between the Parties within the framework of the Contract.

9.2 The legal basis that legitimizes the data processing is: (i) The existence of a legal relationship or contract. (ii) The legitimate interest in carrying out an adequate management and relationship between the Parties (which makes it necessary to process the data of representatives, signatories, contact persons for adequate control and monitoring of the obligations and rights acquired as a result of this agreement ).

9.3 The data will be processed by the commercial, financial and accounting areas of VIDEOACUSTIC, as well as by the departments that manage or authorize the Contract and the subsequent fulfillment of the obligations contained therein. VIDEOACUSTIC, as data controller, will store for the entire duration of the contractual relationship between the Parties, and for an additional period of six years once said relationship has ended, in compliance with article 30 of the Commercial Code, which may be extended in certain assumptions according to the data retention policy of VIDEOACUSTIC.

9.4 VIDEOACUSTIC may communicate personal data to: (i) other companies in its group, for commercial, administrative and management purposes; and, (ii) to companies with which VIDEOACUSTIC has signed, or with which it signs, distribution, manufacturing or commercial collaboration contracts that make communication necessary.

9.5 Interested parties have the right to access, rectify, cancel, delete and oppose the processing of data, as well as to exercise the rest of the rights recognized in current regulations on data protection, by contacting VIDEOACUSTIC. Likewise, they may inform the Spanish Data Protection Agency if they consider that their rights have not been duly addressed or they think that their data has been illicitly processed (www.aepd.es).

9.6 The CLIENT may expand the information on the treatment that VIDEOACUSTIC does or may do of their personal data by accessing its Privacy Policy.

  1. EXPORT.

10.1 If it is necessary to export the products outside the EU or within it, compliance with the applicable regulations, payment of taxes or fees, obtaining the corresponding licenses or permits, customs procedures and formalities in general.

10.2 The conditions of sale, delivery and transfer of risk for export will in any case be EXW Gandía (Valencia) Incoterms ICC in its most recent version. In case of shipment of the merchandise, these Conditions will apply.

  1. ETHICAL CODE. FIGHT AGAINST CORRUPTION AND COMPLIANCE WITH THE LAW.

11.1 The BUYER declares under his responsibility that he knows, understands and has complied and will comply with all anti-corruption laws applicable in Spain and in any other country in which he operates or with which he maintains economic or business relations. In this sense, the BUYER undertakes to carry out its business without incurring in illegal, unethical or fraudulent conduct, expecting VIDEOACUSTIC to act in accordance with the ethical and professional standards of VIDEOACUSTIC itself, including prompt communication of conduct illegal, fraudulent or unethical.

11.2 VIDEOACUSTIC has established notification mechanisms and prohibits retaliation or any other adverse action for the notification of violations of such principles. To report any serious matter or make a complaint, contact compliance@azimut.es

11.3 Each of the Parties will comply with the applicable regulations, applicable laws, rules, ordinances and regulations that are applicable to the execution of this Agreement. In no case will the Parties be obliged under this Agreement to carry out actions that they consider, in good faith, that could motivate the violation of any law, rule, ordinance or regulation that is applicable to them.

11.4 The BUYER shall notify VIDEOACUSTIC if he becomes a public official or, if it is a legal person, if a public official has a stake in his company.

11.5 The BUYER authorizes VIDEOACUSTIC to disclose to the competent bodies, information related to the violation of the anti-corruption laws contained in this Contract.

11.6 The BUYER certifies that there is no conflict of interest or potential conflict of interest with VIDEOACUSTIC.

  1. APPLICABLE LAW AND COMPETENT JURISDICTION.

12.1 This Agreement will be governed by Spanish Common Law.

12.2 The Parties expressly waive the jurisdiction that by reason of domicile or any other circumstance may correspond to them, unless they have recognized a specific jurisdiction by the application of mandatory legal provisions, they expressly submit for all questions that may arise between them. on the occasion of the interpretation, fulfillment or execution of this Contract, to the Courts of the city of Valencia (Spain).

The purchase of products, services and/or ancillary benefits is subject to these Conditions, which I declare to receive, know and accept in their entirety, being incorporated into the contractual relationship, – especially in relation to generalities, price and form of payment, placing orders, delivery conditions, reservation of title in favor of VIDEOACUSTIC, guarantee and limitation of its liability, use of the BUYER's data, export, applicable law and jurisdiction -, by the mere fact of placing an order, being from that moment bound by them.

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