This Inteliforz™ Terms and Conditions (the “Terms”) together with all Order Form(s) by and between the Ansell entity identified in the applicable Order Form(s) (“Ansell”), and you (“Customer” or “you”) are binding agreements. These Terms grant the Customer’s use of the Equipment, Software, Subscription together with the Software provided to you thereunder (collectively, “Subscription”). Equipment and Subscription are referred to individually and collectively as the “Products.” By executing any Order Form, Customer acknowledges that it has read these Terms, understands it, and shall be bound by its terms and conditions. If Customer does not agree to the terms and conditions of these Terms, Customer may not access or use the Products. Ansell will not and does not license and make the Products available unless Customer accepts the Terms.
In consideration of the mutual covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
These Terms set forth the governing terms and conditions pursuant to which Customer has purchased and intends to use or is using the Products or receiving consultative services from Ansell.
a. Definition.
Wherever a singular expression is used in these Terms, that expression is considered as including the plural where required by the context.
“Annual Increase” means the annual increase in local currency (e.g., dollar, euros, etc.) or percentage increase of the charges for the Products set forth in the applicable Order Form.
“Ansell Confidential Information” means any non-public information disclosed by Ansell that one would reasonably expect to be treated as Confidential Information.
“Equipment” means all new or reconditioned Devices, Charging Station and Charging Tower that Ansell or its agent provides or sells to you, and includes all firmware, software and programs contained within any Device, Charging Tower or available for download.
“Confidential Information” has the meaning set forth in Section 11(a).
“Customer Data” has the meaning set forth in Section 12(a).
“Device” means the Ansell Inteliforz™ Motion Series hand and wrist protection equipment, which is marketed in two separate versions: (1) a Pod and (2) a Hand Wrap.
“Disclosing Party” has the meaning set forth in Section 11(a).
“Charging Station” means a charging device.
“Documentation” has the meaning set forth in Section 7.
"Export Control Regulations" has the meaning set forth in Section 16(b).
“Hand Wrap” means the Ansell Inteliforz™ hand wrap.
“HIPAA” has the meaning set forth in Section 16(a).
“Large Deployment” means, as of the Effective Date, an order comprised of at least sixty-four (64) Devices.
“Non-Ansell Products” has the meaning Section 6.
“OFAC” has the meaning set forth in Section 11(b).
“Order Form” means any one or more Ansell ordering documents specifying the Products to be provided hereunder and governed by these Terms.
“Period” means the duration that the Products provided pursuant to these Terms and/or as set forth in the Order Form(s).
“Pod” means the Ansell Inteliforz™ pod sensor.
“Products” has the meaning set forth in the preamble.
“Privacy Laws” has the meaning set forth in Section 12(a).
“Proprietary Data” has the meaning set forth in Section 11(a).
“Receiving Party” has the meaning set forth in Section 11(a).
“Registered User” has the meaning set forth in Section 8(a).
“Service Level Credit” means a credit in the Currency set forth in the applicable Order Form against amounts payable by Customer to Ansell for the Products.
“Small Deployment” means, as of the Effective Date, an order comprised of at least sixteen (16) Devices but less than sixty-four (64) Devices.
“Software” means the Inteliforz™ software, whether microcode, firmware, operating systems or applications intended for use with Equipment.
“Subscription” has the meaning set forth in the preamble.
“Taxes” has the meaning set forth in Section 3.
“Territory” means the geographic area specified in the Order Form.
“Usage Data” has the meaning set forth in Section 12(a).
“User” has the meaning set forth in Section 8(a).
Customer shall order Products and consultative services from Ansell pursuant to these Terms through an Ansell representative using the Order Form. For Large Deployments, Customer must initially purchase a Subscription for a minimum Period of twelve (12) months. For Small Deployments, Customer must initially purchase a Subscription for a minimum Period of three (3) months. During the Period, each of Customer’s Device shall be bundled inseparably with at least one Subscription license.
Customer shall pay Ansell a fee for the Product(s) as set forth on the applicable Order Form. The Subscription fee is subject to an Annual Increase on the anniversary of the Effective Date as set forth on the applicable Order Form. Unless specifically set forth on the Order Form, all prices exclude duties, customs fees, levies, imposts, fines, tariffs, or similar governmental assessments, including value-added taxes (VAT), goods and services taxes (GST), sales and use taxes, excise, business, service, and similar transactional taxes imposed by any jurisdiction and the interest and penalties thereon (collectively, “Taxes”), services, repairs, maintenance, technical support, extraordinary packaging and crating, insurance, installation, training, system integration, field testing, site preparation, frequency coordination, site permits, site design, site condition, site selection, installation, all other site issues, fees, preventative/corrective maintenance and any additional equipment which may be required, all of which shall be the Customer’s responsibility regardless of whether appearing on the Order Form.
Customer shall be responsible for and bear Taxes associated with its purchase of, payment for, access to or use of the Products. Taxes shall not be deducted from the payments to Ansell, except as required by law, in which case Customer shall increase the amount payable as necessary so that after making all required deductions and withholdings, Ansell receives and retains (free from any Tax liability) an amount equal to the amount it would have received had no such deductions or withholdings been made. If Customer claims tax exempt status for amounts due under these Terms, it shall provide Ansell with a valid tax exemption certificate (authorized the applicable governmental authority) to avoid application of Taxes to Customer’s invoice. Each of Ansell and Customer is responsible for and shall bear Taxes imposed on its net income. Customer hereby confirms that Ansell can rely on the ship-to name and address set forth in the Order Form Customer places directly with Ansell as being the place of supply for Tax purposes.
In the event Ansell is required to invoice or collect Taxes associated with Customer’s purchase of, payment for, access to or use of the Products, Ansell will issue an invoice to Customer including the amount of those Taxes itemized where required by law. If applicable, Customer shall provide to Ansell Customer’s VAT, GST or similar tax identification number(s) as applicable in the Territory.
Payment terms for the Products and Subscriptions are set forth in the Order Form. Ansell will charge Customer fees for the Products via invoices in accordance with the payment terms described in the Order Form. Payments that are more than ten (10) calendar days late will be subject to a late fee in an amount equal to 5% of the amount of the overdue payment. In addition, all invoices which are thirty (30) calendar days or more past due will be subject to a service charge equivalent to the lesser of 1.5% per month of the overdue amount or the maximum amount allowed under law. All overdue accounts are also subject to collection charges, including without limitation, attorney’s fees and court costs.
For shipping, Ansell shall use ground shipping service with a reputable carrier unless a different shipment service is specified in the Order Form(s). Ansell will use commercially reasonable efforts to deliver those items by the estimated delivery date; however, shipment of Equipment is subject to availability, and Ansell EXPRESSLY DISCLAIMS LIABILITY FOR ANY FAILURE TO MEET SUCH DELIVERY DATES. Any freight damages must be filed by Customer with the carrier in accordance with the terms of the carrier. If Customer fails to notify Ansell of such damage within fourteen (14) calendar days of the invoice date or the date of shipment, whichever occurs last, the Product will be deemed to be received in good condition and subject to the warranty provisions contained in these Terms. Customer acknowledges that the Equipment may be returned for refund or credit unless Ansell determines in its sole discretion that it should not refund the payment, or applicable portion thereof, under the terms of the applicable warranty as set forth in Section 17 below. For the avoidance of doubt, Software shall be delivered by electronic means.
Ansell shall pay freight on orders greater than USD 1,500 or the equivalent amount in local currency in the Territory or more on a single purchase order for shipment to a single location located anywhere within Ansell’s approved shipping zones. Orders meeting Ansell’s minimum order of any Product for prepaid freight, will be shipped FOB shipping point. Ansell reserves the right to make all carrier and routing decisions when it pays the freight. For any orders less than USD 1,500 or the equivalent amount in local currency in the Territory, Ansell will ship best-way and charge Distributor actual freight. Consignee-collect shipments will be allowed using Distributor’s carrier and account number and will be shipped FOB shipping point.
Customer expressly agrees that Customer will use the Equipment exclusively in connection with the Subscription(s). Customer may not use the Equipment for any other purpose. Customer agrees that the Equipment (except any intellectual property or rights to intellectual property incorporated therein) delivered to Customer is titled to Customer. Ansell may recall or require that Customer upgrade its Equipment in its discretion at any time while the Subscription(s) are active. Customer will: (a) assume the risk of, and take all reasonable precautions to protect the Equipment against, loss, damage, theft, or disappearance; and (b) abide by specifications and use instructions for the Equipment. Customer will not sell, lease, sublease, assign, abandon, otherwise transfer or dispose of the Equipment, or provide any other service provider to use the Equipment without Ansell’s prior written consent. Customer acknowledges that combining, operating, or using the Equipment with any other device, hardware, or software (“Non-Ansell Products”) may degrade the performance of or damage the Equipment, Subscription, or the Non-Ansell Products with which the Equipment or Subscription is combined. Ansell is not responsible or liable for any personal injury or death, property damage, or degradation in performance to the Products or Non-Ansell Products arising directly or indirectly from such combination. Ansell reserves the right to make changes in the design or specifications of any Products at any time without incurring any obligation to make equivalent changes in previously manufactured, sold, or shipped Products.
CUSTOMER UNDERSTANDS AND ACKNOWLEDGES THAT IF CUSTOMER ATTEMPTS TO INSTALL OR USE THE PRODUCTS IN A MANNER NOT EXPRESSLY AUTHORIZED BY ANSELL, THE SERVICE(S) MAY FAIL TO FUNCTION OR MAY FUNCTION IMPROPERLY. Customer agrees that Customer will not allow anyone other than Ansell or Ansell’s agents to service the Equipment. Customer is responsible for loss, repair, replacement and other costs, damages, fees and charges to any Equipment if the loss, misuse or damage resulting from a violation of any of the terms or conditions contained in these Terms or related Order Form(s).
During the Period and solely within the Territory, Ansell hereby grants to Customer, and Customer accepts, a non-exclusive, non-transferable, non-assignable limited right to use and operate the Software included in or available through use of the Equipment and its related Documentation solely for Customer’s internal use and purposes, not for any production or commercial purposes, and in accordance with accompanying written material (“Documentation”). Customer or its Users may use the Documentation solely for the purposes of using the Equipment and Subscription pursuant to these Terms. Any updates and/or upgrades to the Product provided by or manufactured by Ansell shall be governed by these Terms.
a. Use of the Products
Subject to these Terms and Customer’s compliance with Ansell’s acceptable use policy, if any, Ansell grants Customer a limited, royalty-free, non-exclusive, non-transferable license during the Period to use, access, input data into, process data through, and publicly display the software to which Customer is subscribing for Customer’s own internal use and evaluation within the Territory. Customer may designate and create accounts for any number of Registered Users.
b. Availability of Software
The Software is required to enable the Equipment to perform its basic or enhanced functions and is licensed for use solely on such Equipment. During the Period, Ansell will provide access to the Software via electronic means on Ansell’s owned or licensed servers, and will use commercially reasonable efforts to make the Software available to Customer 95% of the time, Monday through Friday, except for certain scheduled maintenance services or in the event of emergency or events of Force Majeure. Ansell will make good faith efforts to perform maintenance to the Subscription outside peak usage hours. Customer acknowledges that availability of the Subscription may be affected by: (a) telecommunication network activity or capacity; (b) hardware failures; and/or (c) compatibility with third-party communication equipment, Internet access software, and/or browsers not in accordance with the Subscription requirements. Ansell disclaims any and all responsibility for any service interruption in connection with such activity, capacity, failure, or compatibility. Customer is responsible for providing all equipment and telecommunication services necessary to access the Subscription. Customer is further responsible for saving all data and interfaces to its own storage media.
In the event the Software is unavailable, except for instances of scheduled maintenance, Force Majeure events or similar instances described in the paragraph immediately above, Customer shall be entitled to Service Level Credits as follows when Customer notifies Ansell in writing within 30 business days after the breach occurs:
| IF, in aggregate, the Software is unavailable in a calendar month more than: | THEN, Service Level Credit is: |
| 45 minutes | 5% |
| 4.5 hours | 10% |
| 9.0 hours | 15% |
c. Modifications to Subscription
Ansell reserves the right to change the Subscription (including the content, appearance, design, functionality, and all other aspects thereof), access procedures, tools, documentation, format requirements, communications protocols, and services offered at any time for any reason with or without notice to the Customer or its Users.
d. Customer Service, Warranty Service and Technical Support
Ansell will provide Customer with reasonable customer service and technical support. Customer shall consult with Customer’s success manager in order to obtain support service.
For general customer service, warranty service or technical support, contact Inteliforz.Customer.Service@ansell.com.
e. Restrictions on Use
Customer may not, and may not permit others to, use, copy, modify, rent, loan, lease, sublicense, create derivative works from, or distribute the Product for any other purposes or make the Product available to non-Registered Users. Ansell grants no rights other than explicitly granted herein, and Customer shall not exceed the scope of its license. Customer shall not, directly or indirectly, decompile, disassemble, or reverse engineer, reproduce, distribute, republish, display, host, outsource, disclose or download (as applicable), permit timesharing or service bureau use, or otherwise commercially exploit any aspect of the Product, in part or in whole, or otherwise derive source or object code from the Software or any elements thereof, or access or use any Ansell Confidential Information in order to build or support, and/or assist a third party in building or supporting, products or services competitive to Ansell. Customer may not use or access any part of the Product for the purpose of creating similarly functioning product(s). Customer will not and will not cause others to access the Subscription by any means other than through the interfaces that are provided by Ansell. Customer shall not do any “mirroring” or “framing” of any part of the Subscription or create Internet links to the Subscription that include log-in information, user names, passwords, and/or secure cookies. Customer shall ensure that all access to and use of the Subscription by Users is in accordance with these Terms, including, but not limited to, those Registered Users that are contractors and agents. Any action or breach by any of such contractors, agents, or affiliates shall be deemed an action or breach by Customer.
a. Passwords
Customer acknowledges that use of the Product requires that its users register with Ansell. Customer shall cause all employees, agents or subcontractors of Customer authorized to access the Product (“Users”) have a Subscription to create an account prior to Ansell granting a software license to the Users (“Registered Users”). Ansell has the right to suspend or terminate any Registered User account and refuse any and all current or future use of the Subscription (or any portion thereof) to anyone who provides false or inaccurate data. Customer and each Registered User are entirely responsible (a) for the security and confidentiality of such User’s password and account, and (b) for any and all activities that occur under that Registered User’s account. Customer shall immediately notify Ansell of any unauthorized use of a Registered User’s account or any other breach of security of which Customer becomes aware.
b. Insurance
Customer shall, at its own expense, maintain in force policies of insurance with reputable insurers sufficient in coverage and amounts to secure its obligations and potential liabilities under these Terms, including insurance against loss, theft, breach and damage of the Equipment. Customer will be solely responsible for all premiums, and any deductibles and/or retentions associated with that insurance.
a. Equipment, Software, Documentation and Intellectual Property
Customer acknowledges and agrees that the Equipment is sold to Customer, meaning that title to the physical Equipment passes to Customer at FOB shipping point, whereas the Software and Documentation are licensed hereunder, not sold. For the avoidance of doubt, all right, title and interest in and to the intellectual property rights in the Product and Software, including without limitation processes, tools, technology, Ansell Confidential Information and trade secrets embodied therein and any developments created or provided in connection with or related to these Terms, and any derivative works thereof, belong solely and exclusively to Ansell, Ansell’s affiliates or their licensors or suppliers, and you have no rights whatsoever in any of the foregoing other than the rights expressly set forth in these Terms. Nothing in these Terms or otherwise will be deemed to grant to you an ownership interest in any of the intellectual property rights in or to any Ansell Products, Software or services, in whole or in part. Customer will take those reasonable steps necessary to protect Ansell’s proprietary rights in the Products and Subscription related to Customer’s use and possession of the same. All design elements of the Products and Subscription, including but not limited to the design, text, graphics, interfaces, and the selection and arrangement thereof, are protected by copyrights and trademarks owned by Ansell or its licensors. ALL RIGHTS NOT EXPRESSLY GRANTED HEREIN ARE RESERVED TO ANSELL.
b. Risk of Loss
Risk of loss of, or damage to, the Equipment transfers to (a) Customer upon delivery of the Equipment to Customer and (b) Ansell upon return of the Equipment by Customer to Ansell.
Ansell shall have a royalty-free, worldwide, perpetual license to use or incorporate into the Products and Subscription any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Customer relating to the Products or Subscription.
a. The term “Confidential Information” shall mean all information, whether in written or oral form, electronically-stored or otherwise, of a confidential nature that one Party wishes to protect against unrestricted disclosure or competitive use, which may be disclosed or made available by such Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), including, but not limited to Ansell’s Proprietary Data (hereinafter defined), technical, financial, commercial or other information which relates to the personnel, business, financial affairs, methods of operation, accounts, transactions or products, projections, business results, proposed transactions or proposed products, security procedures, internal controls, intellectual property, techniques or systems of the Disclosing Party or any of its Affiliates. Ansell’s proprietary data includes, without limitation, all non-public ideas, product concepts, hardware, engineering data, software, specifications, manufacturing processes and techniques, reports, drawings, source code, protocols, computer databases, techniques, know-how, algorithms, and methods, and other information embodied in any of the Products, and any intellectual property rights therein, including all modifications, additions, improvements, or enhancements thereto, and other information embodied in any of the Products or otherwise disclosed to Customer by Ansell (“Proprietary Data”).
b. The Receiving Party (a) shall use the same care and discretion to limit disclosure of Confidential Information received from the Disclosing Party as it uses with its own Confidential Information; (b) acknowledges that the Confidential Information shall remain solely the property of the Disclosing Party; (c) shall not to publish, disclose or allow disclosure to others of any Confidential Information, in whole or in part; (d) shall restrict internal access to the Confidential Information to those of Disclosing Party’s or its affiliates’ employees and contractors with a “need to know” who have a legal obligation to protect the confidentiality of such Confidential Information to the same extent as set forth in these Terms; (e) to use the Confidential Information solely in connection with performing its obligations under these Terms; and (f) that upon request by the Disclosing Party, to promptly return or, at the Receiving Party’s option, destroy, all Confidential Information then in its possession or under its control provided, however, that (i) the Receiving Party shall have the right to retain one copy of all such Confidential Information in its law department files for archival purposes and (ii) the Receiving Party shall not be required to eliminate electronic backups of its systems and records that are maintained in the Receiving Party’s ordinary course of business.
c. The obligations of this section shall survive final termination of these Terms for a period of three (3) years, provided that they shall survive indefinitely with respect to any Confidential Information deemed a trade secret under applicable law or retained in tangible form pursuant to Section 11(b)(f)(i) or Section 11(b)(f)(ii).
Ansell’s privacy policy found at www.ansell.com/us/en/legal/privacy-policy governs the processing of Customer Data by the Ansell group of companies.
a. Customer Data
As between Ansell and Customer, any data, information, or materials submitted by or on behalf of Customer or collected by the Subscription during Customer’s use of the Products (“Customer Data”) shall be owned by the Customer; provided, however, Ansell shall have the right to use, create derivative works of, distribute, sell, and otherwise exploit aggregate data input into or collected by the Products, data analytics and anonymous, aggregate usage data derived from Customer Data. Customer is solely responsible for the accuracy, integrity, and legality of Customer Data. As between Ansell and Customer, all data input into or collected by the Product(s), all data analytics, and all aggregated data generated from Customer’s use of the Product(s) shall be owned by the Customer, provided however, Ansell shall have the right to use, create derivative works of, distribute, sell, and otherwise exploit aggregate data input into or collected by the Products, data analytics and anonymous, aggregate usage data derived from Customer Data (“Usage Data”). Furthermore, Ansell shall not be responsible or liable for the deletion, corruption, correction, destruction, damage, loss, or failure to any of Customer Data. Customer shall not knowingly send or store spam, unlawful, infringing, obscene, or libelous material, or viruses, worms, Trojan horses and other harmful code, or data which violates the rights of any individual or entity established in any jurisdiction including, without limitation, medical information, credit card information, or social security numbers, driver’s license or personal identification numbers or account numbers on or to the Subscription. Customer represents and warrants that: (a) it is knowledgeable of, and familiar with, all applicable federal, state, and local laws, rules, regulations, codes, directives, and industry standards relating to privacy applicable to its business (“Privacy Laws”); (b) it will comply with its respective obligations under any and all applicable Privacy Laws; (c) it will obtain all consents from Users necessary to permit Ansell’s collection and use of Customer Data as provided in these Terms; and (d) Ansell will have no responsibility for Customer’s compliance with Privacy Laws. Customer is solely responsible for ensuring that its collection, use, and storage of Customer Data, including personal information, will at all times comply with applicable privacy laws. Customer will collect information only from Registered Users who have expressly consented to such collection, and Customer will ensure that such persons have been informed of the information that will be collected from them, how it will be used, and that such information will be provided to third parties.
b. Right to Remove
Ansell has the right, in its sole discretion, to remove or block any Customer Data at any time where (a) such Customer Data violate applicable laws, regulations, orders, or is in violation of Ansell’s applicable policies and procedures, including without limitation any acceptable use policies; (b) removal or blocking is necessary because of exigent circumstances or to protect the safety, security, reputation, or integrity of the Subscription, Ansell, or any third party; or (c) in order to respond to law enforcement or any other governmental authority. Customer shall not store any medical information, credit card information, social security numbers, driver’s license or personal identification numbers or account numbers using the Products.
Ansell is not responsible for the backup of any Customer Data or other data and disclaims any and all responsibility for any loss of Customer Data or any other data taken from or derived from the Products. Customer acknowledges that data conversion, processing, and manipulation are subject to the likelihood of human and machine errors, omissions, delays, and losses, including inadvertent loss of data or damage to media that may give rise to loss or damage. To the extent within its control, Customer is responsible for adopting reasonable measures to limit the effect of such problems, including (a) backing up data that is generated or stored through the Products and adopting procedures to ensure the accuracy of input data; (b) examining and confirming results prior to use; and (c) adopting procedures to identify and correct errors and omissions, replace lost or damaged media, and reconstruct data. In the event of termination or expiration of these Terms or interruption of the Subscription, Ansell may delete or store, in its discretion, any files, programs, data or messages associated with Customer’s account.
Ansell will use Customer Data for the purposes of providing the Subscription and supporting Customer. Ansell may use Customer’s aggregated data to test, modify, and improve its products and services. In addition, Ansell may use Customer Data, aggregated data, and analytics internally for its own business purposes or license, sell, or otherwise provide such data to third parties. Ansell will comply with all applicable privacy and data protection laws and regulations with respect to the Products and its performance of its obligations under these terms and conditions. Customer hereby consents to the Products sending Usage Data (e.g., the number of instances of the Software launched, the device IP address, and/or the version of the Software), for registration, authentication, use, and anti-piracy auditing and enforcement purposes. Customer acknowledges that Ansell may disclose Customer Data if Ansell determines that such disclosure is appropriate or necessary for purposes of national security, law enforcement, or other issues of public importance.
a. Period
These Terms are effective upon the earlier to occur of (a) the shipment of Equipment to the Customer, (b) Ansell’s provisioning of the Subscription by the Customer or (c) the later to occur of Customer’s submission of an executed Order Form and Ansell’s acceptance thereof (the “Effective Date”). During the Period, these Terms shall auto-renew for successive one-month terms subject to the parties’ obligations contained herein and any Order Form(s). Fees for Products collected during the Period and any renewals thereof are non-refundable. In the event that Customer wishes to terminate the Subscription(s), Customer shall provide Ansell with 30 calendar days’ advanced written notice of termination. Subject to Section 15(d), these Terms shall automatically terminate on the thirtieth day following Ansell’s receipt of Customer’s written termination notice.
b. Termination for Cause
Ansell may suspend Customer’s access to the Software or end the Subscription or terminate these Terms and exercise any other rights it may have in the event that: (a) Customer fails to pay any amount when due; (b) Customer breaches these Terms; (c) Customer becomes or is declared insolvent or bankrupt, is the subject of any proceeding related to its liquidation or insolvency (voluntary or involuntary) which is not dismissed in 60 days, or makes an assignment for the benefit of creditors; or (d) Ansell reasonably believes such action is necessary to protect the security or integrity of the software or any data thereon. Each of (a)-(d) shall be deemed an “Event of Default”.
c. Effect of Termination
If either party terminates these Terms under Section 15a or Ansell terminates these Terms pursuant to Section 15b, then Customer shall promptly cease using the Software or accessing the Subscription.
Subscriptions provided under these Terms shall be provided for the Period defined in the Order Form unless earlier terminated in accordance with these Terms. At the end of the Period, all rights to access or use the services, including any Ansell programs that are part of the services, shall end. Customer may discontinue Customer’s use of the services at any time. Notwithstanding the foregoing, no fees paid by Customer for the Products shall be refunded to Customer. Ansell may terminate Customer’s password, account, and access to or use of the services at any time for any reason. Customer acknowledges and agrees that Ansell has no obligation to retain Customer’s content and applications, and that Customer’s content and applications will be accessible by Customer for a period of ninety (90) calendar days following the termination of the Subscription after which team such information will be irretrievably inaccessible to Customer.
d. Survival
All sections that may be reasonably interpreted to or are intended to survive these Terms including, without limitation, Sections 3 and 4, will survive termination of these Terms.
a. HIPAA
In addition to Customer’s other obligations set forth herein, Customer specifically acknowledges and agrees that: (a) Ansell is not acting on Customer’s behalf as a Business Associate or subcontractor (as such terms are used, defined, or described in the Health Insurance Portability and Accountability Act of 1996, as amended and supplemented (“HIPAA”); (b) the Products are not HIPAA-compliant; and (c) Customer may not use the Products in any manner that would require Ansell or the Products to be HIPAA-compliant.
b. Export Compliance
Each party shall comply with applicable export controls administered by the United States government, the member states of the European Union, and other foreign jurisdictions (collectively, "Export Control Regulations"). Without limiting the foregoing: (a) Customer acknowledges that the Products may be subject to Export Control Regulations; (b) Customer will not permit Registered Users to access or use any Products (in whole or in part) in violation of any applicable embargo restrictions; and (c) Customer is responsible for complying with Export Control Regulations and any other local laws and regulations which may impact Customer's right to export, download, access, or use the Products, directly or indirectly, the Product in any location, entity, government or person. Customer is solely responsible for complying with Export Control Regulations for the Products and/or any data transmitted through the Software. c. Within the Territory, Each party shall comply with all federal, national, supranational, state, provincial, local or similar statute, law, ordinance, regulation, rule, code, order, requirement or rule of law (including common law) applicable to these Terms and the Products.
Customer will indemnify and hold harmless Ansell, its affiliates and any of their officers, directors, employees, consultants, and any and all claims arising from or related to (a) Customer’s use or operation of the Products or any element thereof, including without limitation damage to any hardware or products because of Customer’s misuse of the Products or any element thereof; (b) breach of any of Customer’s warranties, covenants, and representations made under these Terms; (c) Customer’s willful, negligent, tortious, or criminal acts or omissions; or (d) Customer’s violation of any third-party rights, including any claim of infringement of patent or copyright of a third party arising from or based upon the use, sale or manufacture by Ansell as to any Product that is produced in whole or in part to Customer’s specifications, and which were not published specifications of Ansell at the time of sale.
Customer warrants that all individuals having access to the Products will observe and perform all the terms and conditions of these Terms. Customer will, at its own expense, promptly enforce the restrictions in these Terms against any person who gains use of the Equipment or access to its password or the Subscription and who violates such restrictions, by instituting and diligently pursuing all legal and equitable remedies against such person. Customer will immediately notify Ansell in writing of any misuse, misappropriation, or unauthorized copying of the Product or Documentation that comes to Customer’s attention.
ANSELL WARRANTS ITS GOODS AGAINST DEFECTS IN MATERIAL AND WORKMANSHIP UNDER NORMAL USE PROVIDED CUSTOMER CAN ADEQUATELY DEMONSTRATE THE EQUIPMENT WAS PROPERLY STORED AT ALL TIMES PER THE STORAGE CONDITIONS LISTED ON THE PACKAGING. THE FOREGOING WARRANTY IS MADE AND PROVIDED SOLELY TO CUSTOMER AND WILL NOT OVERRIDE OR REPLACE ANSELL’S STANDARD WARRANTY TO THE END USER OF THE EQUIPMENT, AND IS IN LIEU OF ALL WARRANTIES EXPRESSED, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, AND OF ALL OTHER OBLIGATIONS OR LIABILITIES ON THE PART OF ANSELL WITH RESPECT TO THE EQUIPMENT. ANSELL’S OBLIGATIONS TO CUSTOMER UNDER THIS LIMITED WARRANTY ARE LIMITED, AT ITS SOLE OPTION, TO REPLACE OR ISSUE CREDIT FOR ANY EQUIPMENT WHICH, WITHIN THE APPLICABLE WARRANTY PERIOD, ARE RETURNED TO ANSELL, TRANSPORTATION CHARGES PREPAID, AND, DETERMINED BY ANSELL TO BE DEFECTIVE. PRIOR TO RETURNING ANY EQUIPMENT TO ANSELL, CUSTOMER MUST REQUEST AND OBTAIN WRITTEN RETURN AUTHORIZATION FROM ANSELL AND SHALL RETURN THE EQUIPMENT IN QUESTION TO ANSELL UPON ITS REQUEST. IN NO EVENT SHALL ANSELL’S LIABILITY EXCEED THE PURCHASE PRICE PAID FOR THE EQUIPMENT IN QUESTION.
ANSELL HEREBY DISCLAIMS ALL EXPRESS OR IMPLIED REPRESENTATIONS, WARRANTIES, GUARANTEES, AND CONDITIONS WITH REGARD TO (A) THE PRODUCTS, INCLUDING BUT NOT LIMITED TO SOFTWARE, DOCUMENTATION, EQUIPMENT, OTHER HARDWARE, SYSTEMS, NETWORKS OR ENVIRONMENTS AND (B) MERCHANTABILITY, SATISFACTORY QUALITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.
CUSTOMER IS SOLELY RESPONSIBLE FOR ANY CONTENT, APPLICATION OR NON-ANSELL SOFTWARE THAT CUSTOMER LOADS INTO OR CREATES WITHIN THE TRIAL ENVIRONMENT, AND CUSTOMER AGREES, AT CUSTOMER’S SOLE COST AND EXPENSE, TO DEFEND ANSELL AGAINST ANY CLAIM AND INDEMNIFY ANSELL FROM ANY DAMAGES, LIABILITIES, COSTS AND EXPENSES OR THE SETTLEMENT AGREED TO BY CUSTOMER, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY SUCH CONTENT, APPLICATION OR NON-ANSELL SOFTWARE. ANSELL IS NOT RESPONSIBLE FOR THE SECURITY OF ANY CONTENT, APPLICATION OR SOFTWARE THAT YOU LOAD INTO OR CREATE WITHIN THE TRIAL ENVIRONMENT. ANSELL RESERVES THE RIGHT TO MAKE CHANGES OR UPDATES TO THE SERVICES, ANSELL PROGRAMS AND TRIAL AT ANY TIME WITHOUT NOTICE.
Ansell grants to Customer a limited warranty strictly for the Equipment listed below when used in accordance with the Documentation for the coverage periods indicated below. This warranty cannot be assigned, sold, or transferred to any third party, including Customer’s successors or assigns. This limited warranty applies solely to Products purchased as of the Effective Date.
| Equipment | Coverage Period | What is Covered | What is not Covered |
| Charging Station | 1 year from Effective Date | Manufacturer’s Defects | Loss of data, misuse, accident, modifications, unauthorized repairs or other causes which are not due to Ansell’s workmanship or materials. |
If a manufacturer’s defect arises during the coverage period, Ansell, at its option will (1) repair the covered Equipment at no charge using new parts or previously used Ansell genuine parts that have been tested and passed Ansell functional requirements, (2) exchange the Equipment with a replacement product of the same model (or with your consent a product that has the same or substantially similar features as the original product – e.g., a different model with the same features) that is new or comprised of new and/or previously used Ansell genuine parts and has been tested and passed Ansell functional requirements), or (3) refund the original purchase price for the covered Equipment. This warranty excludes normal depletion of consumable parts such as batteries unless failure has occurred due to a defect in materials or workmanship and, damage resulting from abuse, accident, modifications, unauthorized repairs or other causes that are not defects in materials and workmanship.
To make an Equipment warranty claim, Customer should contact Inteliforz™ Customer Service within thirty (30) days of the event giving rise to a warranty claim. All warranty claims made pursuant to Ansell’s Limited Customer Warranty are governed by these Terms.
IN NO EVENT SHALL ANSELL BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, COVER, EXEMPLARY DAMAGES OR OTHER RELATED OR SIMILAR DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, ADVANTAGE, SAVINGS, OR REVENUES OF ANY KIND, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND THE LIKE CONNECTED WITH THE USE OF OR INABILITY TO USE THE SOFTWARE, EQUIPMENT OR DATA, EVEN IF APPRISED OF THE LIKELIHOOD OF SUCH LOSSES. ANY DAMAGES ARISING UNDER THE USE OF THE SYSTEM THAT ANSELL IS REQUIRED TO PAY FOR ANY PURPOSE WHATSOEVER, INCLUDING WITHOUT LIMITATION, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL BE LIMITED TO THE MONTHLY SUM ACTUALLY PAID BY CUSTOMER TO ANSELL UNDER THIS AGREEMENT.
Customer may not bring any action, regardless of form, arising out of any transaction under these Terms, more than one (1) year after Customer receives knowledge of the occurrence that gives rise to the cause of such action.
a. Relationship of the Parties
Nothing contained herein shall be deemed to create any association, partnership, joint venture or relationship of principal and agent or master and servant or employer and employee between the parties hereto or any affiliates or subsidiaries thereof, or to provide either party with the right, power or authority, whether express or implied, to create any duty or obligation on behalf of the other party.
b. Notices
Any notice or other communication required or permitted by these Terms or by law to be served on or given to any party shall be in writing and shall be deemed served and given when personally delivered to the party to whom it is directed, or in lieu of such personal service, (a) three days after deposit with a reputable mail service within the Territory, postage prepaid, registered or certified, return receipt requested, or (b) the next business day following transmission by fax or e-mail, sent in each case to the addresses set forth below the signatures on these Terms.
c. Assignment
These Terms are personal to Customer. Customer shall not assign or otherwise transfer any rights or delegate any duties under these Terms without the prior written consent of Ansell. Any attempted assignment, transfer or delegation without such consent shall be null and void.
d. Force Majeure
Ansell will not be in breach of its obligations hereunder if performance of such obligations is prevented, delayed or made impracticable by any cause beyond the reasonable control of Ansell, including without limitation, denial of service attacks, acts or omissions of Customer, acts of God or government, natural disasters or storms, fire, political strife, labor disputes, terrorism, failure or delay of transportation, default by suppliers or unavailability of parts.
e. Governing Law
These Terms shall be governed by, interpreted and construed in accordance with the laws and regulations of the jurisdiction of domicile of Ansell. EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT.
f. Attorney’s Fees
If any litigation is brought to enforce, or arises out of, these Terms or any term, clause, or provision hereof the prevailing party shall be awarded its reasonable attorneys’ fees together with expenses and costs incurred with such litigation, including necessary fees, costs, and expenses for services rendered, as well as subsequent to judgment in obtaining execution thereof.
g. Interpretation
The titles of the sections of these Terms are for convenience only and shall not affect the interpretation or construction of any section. The language used in these Terms shall be deemed to be the language chosen by the parties hereto to express their mutual agreement. Any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of these Terms. The words “include” and “including” and variations thereof are not terms of limitation, but rather shall be deemed to be followed by the words “without limitation.”
h. Waiver
Failure to exercise any right will not operate as a waiver of that right, power, or privilege. A waiver of any of these Terms, or any breach or default hereunder, shall not be deemed or construed as a waiver of such terms for the future or any subsequent breach or default, whether or not of the same or similar nature.
i. Entire Terms; Severability; Modification
These Terms, including the warranty and any other policies referenced herein, represents the entire agreement between the parties with respect to the subject matter hereof and all other negotiations, understandings and agreements relating thereto, whether written or oral, including but not limited to all requests for proposal, proposals, payments or other forms, are nullified and superseded hereby. Whenever possible, each provision of these Terms shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of these Terms are held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of these Terms. These Terms may only be modified, amended, or supplemented in a written document signed by authorized signatories of both parties subsequent to the date of execution of these Terms. Customer may not modify these Terms by making any typed, handwritten, or any other changes (including any additional for any purpose.
j. Anti-Corruption.
In connection with the services performed under these Terms and Customer’s use of Ansell’s products and services, the Parties shall comply with all applicable anti-corruption and antibribery related laws, statutes, and regulations.
k. Modification.
Ansell may at any time and from time to time modify the terms and conditions hereunder, provided that any such modification will be prospective only and not retroactive, that is, any such modification will not affect any Product purchased prior to the effective date of such revision.
Customer grants Ansell the right to use Customer’s identity in promotional material, advertising, publications, or press releases or other forms of publicity.
In the event Customer’s purchase order, Customer writing or other communication contains any additional, contrary or different terms, and any other attempt to modify, supersede, supplement or otherwise alter these Terms, are deemed rejected by Buyer and will not modify these Terms or be binding on the Parties unless such terms have been fully approved in a signed writing by authorized representatives of both Parties. In the event of a conflict among Ansell contracts, the order of precedence is set out here in descending order of control, to the extent applicable: Order Form, these Terms, Indemnity/Hold Harmless, Non-Disclosure Terms, Terms and Conditions, Service Level Terms, Incentive Terms, Pricing Terms, Marketing/Co-Op Terms, Regulation Compliance Certificate, Change Notification Terms, Code of Conduct Terms, Routing Guide, Country of Origin Certificate, GSA/MAS Source of Supply, Trademark Terms, Stock Purchase Terms, and Sales Trace Terms.
Last Updated August 23, 2022