Scope and Binding Effect
These general sales terms and conditions (“STC”) apply to all sales of products and services from EXORLIVE AS to the Customer unless otherwise expressly agreed to the contrary in writing prior to logging in or shipping the Product. The STC are supplied by the terms and conditions as presented by EXORLIVE and appearing from the Purchase Order and the License Agreement (“LA”), which collectively form the entire and legally binding agreement between EXORLIVE and the Customer (the “Agreement”). The STC shall be binding upon and shall inure to the benefit of the parties hereto and their respective representatives.
The STC may from time to time be amended by EXORLIVE at its sole discretion, such updates to be published at [ exorlive.support.com ] without prior notice to the Customer.
For the purpose of the Agreement, unless expressly otherwise stated or evident in the context, the following capitalized terms shall have the meanings as defined below. The singular, where appropriate, shall include the plural and vice versa. ”Customer” shall mean the person, company, organization or other legal entity that orders the System from EXORLIVE as identified on the Purchase Order. “Custom Product” shall mean a Product or any part thereof that has been configured, amended or tailored specifically to the specifications of the Customer. “EXORLIVE” shall mean EXORLIVE AS, its organization number [NO 985 542 597] and its registered business address at Hovfaret 4, 0275 Oslo, Norway, including any and all subsidiaries, branches and departments. “EXW” shall mean Ex Works as defined in Incoterms 2000. “Fees” shall mean any and all applicable fees of the Agreement in relation to the sale and use of the Product, whether recurrent or non-recurrent, to be paid by the Customer as invoiced by EXORLIVE pursuant to the applicable LA. “Information” shall mean all Product pricing, description and availability information provided by EXORLIVE to the Customer in any form, save such information made generally and publicly available by EXORLIVE on its web pages. “Partner” shall mean EXORLIVE’s affiliates, partners, collaborators and other parties defined by EXORLIVE, at its sole discretion, as a partner at the time of sale. “Product” and the ”System” shall mean any product, including any part thereof, which includes, but is not limited to, software and associated information, whether presented in a tangible or non-tangible form, including user interface, drawings, photographs, videos and sound and image elements, printed materials as well as online electronic documentation, on websites owned by EXORLIVE or third parties, as well as mobile and tablet device software applications as delivered by EXORLIVE, its Partners and/or Suppliers, to the Customer which relates to the EXORLIVETM and EXORLIVETM series. “Product Key” shall mean any combination(s) of username(s) and password(s) which grants the Customer access to online Product. “Purchase Order” shall mean the order or acceptance form as electronically or physically transmitted by the Customer to EXORLIVE, identifying the Customer and its contact details, the Products and/or services ordered by the Customer and the terms and conditions for the order as presented by EXORLIVE. “Supplier” shall mean any sub-contractor of EXORLIVE.
Prices and Ordering
All prices and Fees stated in the Agreement are stated in the currency as stated in the price list on [ https://order.exorlive.com/#1 ]. All prices and Fees are subject to change without notice. The final prices will be established at the time of order acceptance by EXORLIVE. Additional fees may apply in accordance with EXORLIVE’s policies in effect on the date of shipment. Customer shall bear any and all applicable local, federal, municipal, regional and other government taxes (such as sales, use, etc.). Unless otherwise specified, prices and Fees do not include such taxes. Exemption certificates, valid in the place of delivery, must be presented to EXORLIVE prior to shipment if they are to be honored. Order acceptance by EXORLIVE and sale occurs at the shipment of the Product(s) or Product Key(s) to the Customer. Orders for direct shipment to Customer or Custom Products may require prepayment and may be subject to additional fees. EXORLIVE will have no obligation to hold Product(s) for future sale to Customer if the Purchase Order is incomplete or on hold. Unless specifically agreed in writing between the Customer and EXORLIVE, no Custom Product(s), Product(s) or Product Key(s) are for resale. EXORLIVE may refuse any order for any reason whatsoever and EXORLIVE has no obligation to sell such Product(s) or Product Key(s) if EXORLIVE deems it so. EXORLIVE’s acceptance of any order from the Customer is limited to the terms and conditions of the Agreement as presented by EXORLIVE in their entirety without addition, modification or exception. All Information is the property of EXORLIVE, and the Customer agrees not to directly or indirectly use, reveal, report, publish, disclose or transfer to any other person or entity any of the Information or utilize the Information for any purpose except as permitted herein, save such cases where such Information already has been made publicly available by EXORLIVE.
Shipment and Delivery
EXORLIVE will deliver the Product to the Customer EXW through the transportation option selected by the Customer. The Customer may select other transportation method than as available through EXORLIVE by covering the additional costs of such transportation. The Customer will bear all risk and costs related to shipment and delivery. EXORLIVE makes no warranties of actual time of delivery, which is the sole responsibility of the Customer and / or the chosen carrier / courier. Any delivery information communicated by EXORLIVE to the Customer shall be considered as general references only and must not in any way be construed to constitute any form of warranty by or responsibility of EXORLIVE. Delivery of Product Key(s) will be made to the e-mail address registered by the Customer on the Purchase Order. Delivery of Custom Product(s) will be agreed on specifically between EXORLIVE and the Customer. If the approval of any government or governing organization is required with respect to the STC or the intellectual property and other rights in the Product(s) or compliance with exchange regulation, Customer shall, at its expense, immediately take whatever steps may be necessary to secure such approvals. If any such approval requires or results in the deletion or amendment of any provision of the STC, then EXORLIVE has a right to terminate the Agreement and cancel all outstanding and accepted Purchase Orders with the Customer. The Customer shall examine all Products upon receipt and shall give immediate notice to EXORLIVE in conformance with the STC Section 6.
The Products and Custom Products are sold as is and EXORLIVE makes no warranties whatsoever other than those specifically set forth in the Agreement or unless otherwise specifically and expressly are agreed in writing between EXORLIVE and the Customer. In no way any implied warranties shall be construed or interpreted as granted by EXORLIVE, its Partners or Suppliers, to the Customer. The sole remedy for the Customer in the event of a breach of any warranty shall be the replacement of defective or damaged Products in accordance with STC Section 6. EXORLIVE does not warrant the Product’s fitness for any particular purpose and in no event shall EXORLIVE be liable for any direct or consequential damages or damages of any kind or nature alleged to have resulted from any breach of warranty. The disclaimer set forth herein is supplied by the disclaimer set forth in the applicable LA.
At the time of ordering the Product(s), the Customer must enter into the applicable “LA” with EXORLIVE. The Customer’s breach of the terms and conditions of the “LA” shall be considered a breach of the Agreement in its entirety.
The Customer must obtain a valid return number from EXORLIVE prior to any returns. A return number will be issued at EXORLIVE’s sole discretion in accordance with the STC. Return numbers will be issued for authorized returns only under one of the following categories: i) Billing or shipping discrepancies; ii) Defective Products; iii) Damaged Products (separately, a “Return Event”). Billing or shipping discrepancies are only where the delivery does not contain all Product(s) / Product Key(s) which are clearly stated on the Purchase Order, or the Customer has received other Product(s) / Product Key(s) than the ones clearly stated on the Purchase Order. Defective returns are only for Products / Product Key(s) that are inoperable or do not function in accordance with the specifications published by EXORLIVE and are covered under EXORLIVE’s warranties. Damaged Products are only for Products from EXORLIVE which are damaged prior to EXORLIVE’s delivery to the courier. The Customer must contact EXORLIVE immediately after his/her discovery of a Return Event and must provide all information as required by EXORLIVE for all returns, including account / order / shipment details. EXORLIVE will deal with the return inquiries within 5 working days. The Customer is responsible for ensuring that the return number is clearly visible on the address label of the Product packaging when it is returned to EXORLIVE. EXORLIVE may at its sole discretion refuse delivery of any boxes without a valid, clearly visible return number as noted above. The returned Product(s) must be received by EXORLIVE within twenty-one (21) calendar days from the date of the issue of the return number. Any returned Products received by EXORLIVE i) without a valid return number including such shipments wrongfully refused by the Customer; ii) Products received later than twenty-one (21) calendar days from the date of the issue of the return number or iii) Products which is received in an inferior state to which is was shipped, will be reshipped to the Customer and EXORLIVE will charge the Customer a processing fee plus related freight charges. If the Customer refuses the reshipped Product, the Customer agrees to relinquish all right and title to and waives all claims against EXORLIVE for credit related to such Products. Notwithstanding anything to the contrary, EXORLIVE reserves the right not to authorize the return of Products that are no longer in production or are being produced or published by EXORLIVE or Partner that (i) is insolvent, (ii) has declared bankruptcy or (iii) will not accept returns from EXORLIVE. The above Return Policy does not cover the return of Custom Products, which specifically must be agreed upon in writing between EXORLIVE and the Customer prior to any return.
Transfer of Risk
Unless specifically agreed otherwise, the risk passes from EXORLIVE to the Customer at the point of delivery from EXORLIVE to the carrier / courier.
Unless specifically agreed otherwise in writing between EXORLIVE and the Customer, the payment for the Product(s) including the applicable Fee(s) falls due at the time of shipment or the Customer’s activation / use of the Product Key.
If Customer fails to make timely payment of any amount invoiced by EXORLIVE, its Partner(s) or its Supplier(s), the Customer will be charged a reminder fee as well as a penalty interest in accordance with the price list available at [ https://order.exorlive.com/#1 ], and EXORLIVE shall have the right, in addition to any and all other rights and remedies available to EXORLIVE at law or in equity, to immediately revoke any or all credit extended, to delay or cancel future deliveries and/or to reduce or cancel any or all quantity discounts extended to Customer. Customer shall pay all costs of collection including reasonable attorneys’ fees. Any obligation of EXORLIVE under the STC to deliver Products on credit terms shall terminate without notice if Customer files a voluntary petition under a bankruptcy statute, or makes an assignment for the benefit of creditors, or if an involuntary petition under a bankruptcy statute is filed against Customer or if a receiver or trustee is appointed to take possession of the assets of Customer.
Until full payment for the Products including any late payment and other applicable fees and interest is received by EXORLIVE, EXORLIVE retains full title, ownership and interest in the Products and EXORLIVE has the right repossess the unpaid Products through the applicable courts and/or revoke online access to the Product(s) / with the Product Key(s) at any time without any further notice to the Customer. In this event, Customer hereby agrees to waive any and all rights and defenses, whether legal or material, to oppose to such revocation / repossession. Until full payment for the Products including any late payment and other applicable fees and interest is received by EXORLIVE, EXORLIVE retains full title, ownership and interest in the Products and EXORLIVE has the right repossess the unpaid Products through the applicable courts and/or revoke online access to the Product(s) / with the Product Key(s) at any time without any further notice to the Customer. In this event, Customer hereby agrees to waive any and all rights and defenses, whether legal or material, to oppose to such revocation / repossession.
Customer agrees to indemnify, defend and to hold EXORLIVE harmless for any breach of the terms or conditions set forth herein, including EXORLIVE’s reasonable attorney’s fees and out-of-pocket expenses as a consequence of the Customer’s breach of the Agreement. EXORLIVE shall have no duty to defend, indemnify, or hold harmless the Customer from and against any or all damages and cost incurred by Customer arising from the infringement of patents or trademarks or the violation of copyrights by Products.
Limitation of Liability
EXORLIVE shall not be liable to the Customer, including, but not limited, to its employees, agents, customers, family or any other party, for any loss, damage or injury that results from the ordering, use or other application of the Product, whether for its intended or non-intended purpose, unless the loss or damage results directly from fraudulent acts or omissions of EXORLIVE. In no event shall EXORLIVE be liable to Customer or any other party for loss, damage or injury of any kind or nature arising out of or in connection with the STC, or any agreement into which they are incorporated, or any performance or nonperformance under the STC by EXORLIVE, its employees, partners, agents or subcontractors, in excess of the net Fee(s) earned by EXORLIVE during a period of 3 months under the relevant LA agreement with this specific Customer.. In no event shall EXORLIVE be liable to Customer or any other party for indirect, special or consequential damages, including, but not limited to loss of goodwill, loss of anticipated profits or other benefit, or other economical loss arising out of or in connection with EXORLIVE’s breach of, or failure to perform in accordance with any of the STC, or the furnishing, installation, servicing, use or performance of any products or information EXORLIVE shall provide hereunder, even if notification has been given as to the possibility of such damages. Customer hereby expressly waives any and all claims for such damages. In no event shall EXORLIVE have any liability for any Products used directly or indirectly for, with or in connection with medical, lifesaving, life-sustaining or life-improving applications.
Compliance with Applicable Laws and Restrictions
The Customer acknowledges that the Products may be controlled for export or import under applicable export or import laws of the final destination of the Product. Customer agrees that it will not export, import, re-export, re-import or otherwise distribute Products, or direct products thereof, in violation of any applicable laws or regulations in force at the final destination of the Product. Customer further warrants that it will not export or re-export, directly or indirectly, any Products to embargoed countries or sell Products to companies or individuals listed on the Denied Persons List published by the American Department of Commerce. All Products delivered to the Customer may have additional restrictions on their use required by the authorities at the final destination. Customer is solely responsible for ensuring its adherence to any and all such restrictions and requirements.
Customer agrees that it is and will remain an independent party towards EXORLIVE. Customer will not have, and will not represent that it has any power, right or authority to bind EXORLIVE or to assume or create any obligation or responsibility, express, implied or by appearances, on behalf of EXORLIVE or in EXORLIVE’s name except as specifically and expressly agreed upon between EXORLIVE and the Customer. Nothing stated in the STC will be construed as constituting Customer and EXORLIVE as partners or as creating the relationships of employer/employee, franchisor/franchisee, or principal / agent between the parties. Customer will make no warranty, guarantee or representation, whether written or oral, on EXORLIVE’s behalf.
Choice of Law and Jurisdiction
The STC and any agreement into which they are incorporated shall be construed, interpreted and enforced under and in accordance with the laws of Norway, excluding any and all choice of law rule or principles which might refer to the law of another jurisdiction. At the date of the Agreement, the Customer hereby waives any and all rights to invoke any other choice of law rule or principles which might refer to the law of another jurisdiction. Customer agrees to exercise any right or remedy in connection with the STC exclusively in, and hereby submits to, the jurisdiction of Oslo City, Norway. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to the STC.
All notices, requests, demands and other communications that either party may desire to give the other party must be in writing any may be given by mailing the same by registered mail or –email or via nationally recognized carrier / courier services to the party at the registered address. Notices to EXORLIVE shall be sent to postal address or email listed on [ http://exorlive.com/uk/contact-us ].
The Customer may not assign its rights and/or duties under the Agreement without the prior written consent of EXORLIVE given at its sole discretion. Any such attempted assignment shall be void. Notwithstanding the foregoing, EXORLIVE may assign any Agreement including the obligations of performance, fully or in part, to its Partners or Suppliers without further notice to the Customer.
If any provision of the STC shall be held to be invalid, illegal or unenforceable in any respect (and whether wholly or to any extent) in any competent jurisdiction, such provision shall be enforced to the fullest extent permitted by applicable law and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired hereby.
Failure or delay of EXORLIVE to exercise a right or power under these terms and conditions shall not operate as a waiver thereof, nor shall any single or partial exercise of a right or power preclude any other future exercise thereof.
The captions / headlines used herein are for reference purposes only and shall have no effect upon the construction or interpretation of any provisions herein.
ExorLive® is a registered trademark of ExorLive AS.