WEBSITE TERMS AND CONDITIONS

These terms and conditions govern your use of this website; by using this website, you accept these terms and conditions in full consent. If you disagree with these terms and conditions or any part of these terms and conditions, you must not use this website.

You must be at least 18 years of age to use this website. By using this website and by agreeing to these terms and conditions you warrant and represent that you are at least 18 years of age.

This website uses cookies. By using this website and agreeing to these terms and conditions, you consent to our SecuEra's use of cookies in accordance with the terms of SecuEra's privacy policy / cookies policy.

License to Use Website

Unless otherwise stated, SecuEra and/or its licensors own the intellectual property rights in the website and material on the website. Subjected to the license below, all these intellectual property rights are reserved.

You may view, download for caching purposes only, and print pages or OTHER CONTENT from the website for your own personal use, subject to the restrictions set out below and elsewhere in these terms and conditions.

You must not:

  • Republish material from this website (including republication on another website);
  • Sell, rent or sub-license material from the website;
  • Show any material from the website in public;
  • Reproduce, duplicate, copy or otherwise exploit material on this website for a commercial purpose;
  • Edit or otherwise modify any material on the website; or
  • Redistribute material from this website except for content specifically and particularly make available for redistribution.

Where content is specifically made available for redistribution, it may only be redistributed within your organisation.

Acceptable Use

  • You must not use this website in any way that causes, or may cause, damage to the website or impairment of the availability or accessibility of the website; or in any way which is or in association with any unlawful, illegal, fraudulent or harmful purpose or activity.
  • You must not use this website to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software.
  • You must not conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to this website without SecuEra'S express written consent.
  • You must not use this website to transmit or send unsolicited commercial communications.
  • You must not use this website for any purpose related to marketing without SecuEra'S express written consent.

Restricted Access

Access to certain areas of this website is restricted. SecuEra reserves the right to restrict access to other areas of this website, or indeed this entire website, at SecuEra'S discretion.

If SecuEra provides you with a user ID and password to be enable to access restricted areas of this website or other content or services, you must ensure that the user ID and password are kept confidential.

SecuEra may disable your user ID and password in SecuEra'S sole discretion without notice or explanation.

User Content

In these terms and conditions, “your user content” means material (including without limitation text, images, audio material, video material and audio-visual material) that you submit to this website, for whatever purpose.

  • You grant to SecuEra a worldwide, irrevocable, non-exclusive, royalty-free license to use, reproduce, adapt, publish, translate and distribute your user content in any existing or future media. You also grant to SecuEra the right to sub-license these rights, and the right to bring an action for infringement of these rights.
  • Your user content must not be illegal or unlawful, must not infringe any third party's legal rights, and must not be capable of giving rise to legal action whether against you or SecuEra or a third party (in each case under any applicable law).
  • You must not submit any user content to the website that is or has ever been the subjected to any threatening or actual legal proceedings or other similar complaint.
  • SecuEra reserves the right to edit or remove any material submitted to this website, or stored on SecuEra'S servers, or hosted or published upon this website.

Notwithstanding SecuEra'S rights under these terms and conditions in relation to user content, SecuEra does not undertake to monitor the submission or the publication of such content on this website.

No Warranties

This website is provided “as is” without any representations or warranties, express or implied. SecuEra makes no representations or warranties in relation to this website or the information and material provided on this website.

Without prejudice to the generality of the foregoing paragraph, SecuEra does not warrant that:

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  • This website will be constantly available, or available at all; or
  • The information on this website is complete, true, accurate or non-misleading.

Nothing on this website constitutes, or is meant to constitute, advice of any kind. If you require advice in relation to any legal, financial or medical matter you should consult an appropriate professional.

Limitations of Liability

SecuEra will not be liable to you (whether under the law of contact, the law of torts or otherwise) in relation to the contents of, or use of, or otherwise in connection with, this website:

  • To the extent that the website is provided free-of-charge, for any direct loss;
  • For any indirect, special or consequential loss; or
  • For any business losses, loss of revenue, income, profits or anticipated savings, loss of contracts or business relationships, loss of reputation or goodwill, or loss or corruption of information or data.

These limitations of liability apply even if SecuEra has been expressly advised of the potential loss.

Exceptions

Nothing in this website disclaimer will exclude or limit any warranty implied by law that it would be unlawful to exclude or limit;

Nothing in this website disclaimer will exclude or limit SecuEra'S liability in respect of any:

  • Death or personal injury caused by SecuEra'S negligence;
  • Fraud or fraudulent misrepresentation on the part of SecuEra; or
  • Matter which it would be illegal or unlawful for SecuEra to exclude or limit, or to attempt or purport to exclude or limit, its liability.

Reasonableness

By using this website, you agree that the exclusions and limitations of liability set out in this website disclaimer are reasonable.

If you do not agree that they are reasonable, you must not use this website.

Other parties

You accept that, as a limited liability entity, SecuEra has an interest in limiting the personal liability of its officers and employees. You agree that you will not bring any claim personally against SecuEra'S officers or employees in respect of any losses you suffer in connection with the website.

Without prejudice to the foregoing paragraph, you agree that the limitations of warranties and liability set out in this website disclaimer will protect SecuEra'S officers, employees, agents, subsidiaries, successors, assigns and sub-contractors as well as SecuEra.

Unenforceable provisions>

If any provision of this website disclaimer is, found to be, unenforceable under applicable law, it will not affect the enforceability of the other provisions of this website disclaimer.

Indemnity

You hereby indemnify SecuEra and undertake to keep SecuEra indemnified against any losses, damages, costs, liabilities and expenses (including without limitation legal expenses and any amounts paid by SecuEra to a third party in settlement of a claim or dispute on the advice of SecuEra'S legal advisers) incurred or suffered by SecuEra arising out of any breach by you of any provision of these terms and conditions.

Breaches of These Terms and Conditions

Without prejudice to SecuEra'S other rights under these terms and conditions, if you breach these terms and conditions in any way, SecuEra may take such action as SecuEra deems appropriate to deal with the breach, including suspending your access to the website, prohibiting you from accessing the website, blocking computers using your IP address from accessing the website, contacting your internet service provider to request that they block your access to the website and/or bringing court proceedings against you.

Variation

SecuEra may revise these terms and conditions from time-to-time. Revised terms and conditions will apply to the use of this website from the date of the publication of the revised terms and conditions on this website. Please check this page regularly to ensure you are familiar with the current version.

Assignment

SecuEra may transfer, sub-contract or otherwise deal with SecuEra'S rights and/or obligations under these terms and conditions without notifying you or obtaining your consent.

You may not transfer, sub-contract or otherwise deal with your rights and/or obligations under these terms and conditions.

Severability

If a provision of these terms and conditions is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.

Entire Agreement

These terms and conditions, together with DOCUMENTS, constitute the entire agreement between you and SecuEra in relation to your use of this website, and supersede all previous agreements with respect to your use of this website.

Law and Jurisdiction

These terms and conditions will be governed by and construed in accordance with GOVERNING LAW, and any disputes relating to these terms and conditions will be subject to the non-exclusive jurisdiction of the courts of JURISDICTION.

SecuEra'S details

SecuEra's registered address is 5185 MacArthur Blvd NW, Suite 569 Washington, DC 20016 United States.

You can contact SecuEra by email to info@SecuEra.com



Terms & Conditions of Sale

The following terms and conditions apply to this offer (“Offer”) of equipment, software licenses, accessories and any accompanying services (collectively “Products”) by SecuEra to any potential or actual customer or licensor (“Purchaser”) of Products. By accepting this offer for Products, Purchaser agrees to be legally bound by the following terms (“Terms”).

1. ENTIRE AGREEMENT.

Purchaser may accept this Offer, consisting of the Products described on such accompanying invoices at the price shown on the accompanying invoices, either in writing or by any conduct that acknowledges the existence of a contract for such Products, including without limitation, acceptance of such Products. This Offer is conditional upon, and can be accepted only upon, the terms and conditions specified in this Offer. If Purchaser has previously proposed or subsequently proposes any terms that add to, vary from, or conflict with the terms of this Offer, SecuEra hereby objects to and rejects such terms. Other than as specifically provided in any separate mutually-signed written agreement between Purchaser and SecuEra, these terms and conditions may not be altered, supplemented, or amended without the specific written consent of both Purchaser and SecuEra. This Offer and these Terms cancel and supersede all prior agreements, understandings, representations, written or oral, between SecuEra and Purchaser and contain the entire understanding and agreement of the parties with respect to its subject matter. No amendment, modification, waiver or release with respect to this Offer and these Terms shall be effective unless it is in writing signed by a duly authorized representative of each party and no failure to enforce or take advantage of any provision hereof shall constitute a waiver.

2. PURCHASE OR LICENSE OF PRODUCTS.

A. Prices. Unless SecuEra specifically quotes different prices in writing to Purchaser, the prices shall be those set forth in SecuEra current price list in effect at the time Purchaser accepts this Offer. Prices specifically do not include the additional charges described in Section 5(C), which shall be invoiced by SecuEra and paid by Purchaser. Purchaser shall be responsible for any taxes (including income, stamp and turnover or value added taxes), duties, fees, charges or assessments of any nature appropriately levied by any governmental authority against the Products in Purchaser’s possession or in connection with the sale or import of the Products, whether or not title thereto has passed to Purchaser. If SecuEra is required to pay any such levies and/or fines, penalties or assessments as a result of Purchaser’s failure to comply with any applicable laws or regulations governing payment of such levies or as a result of Purchaser’s failure to comply with any Term, the amount of any payments so made, plus the expense of currency conversion, shall be promptly reimbursed by Purchaser upon submission of SecuEra’s invoice thereof.

B. Purchases/Licenses. Purchaser may place orders for the Products by submitting one or more written purchase orders to SecuEra. Each such purchase order shall state the description and quantities of the Products being ordered, and the proposed shipment date for such Products. Subject to these Terms, a purchase order may also include instructions for shipment and insurance. In no event shall any other terms or conditions set forth on a purchase order submitted by Purchaser be binding on SecuEra. No purchase order shall be binding on SecuEra unless and until SecuEra has accepted the purchase order by either a written acknowledgement or by shipment of the Products described in the purchase order.

C. Standard Products. All Products shall be SecuEra’s standard products. Unless specifically stated in a separate agreement between SecuEra and Purchaser, SecuEra shall have no obligation to create special or customized versions of any Product, or to ensure that the Products operate with Purchaser’s equipment, software, or systems. SecuEra reserves the right, without prior approval from or notice to Purchaser, to make changes to any Product to meet published specifications; that do not adversely affect the performance of the Product below any published specification; or when required for purposes of safety. SecuEra also reserves the right to make changes to any Product without any obligation to make the same changes to Products previously ordered by or sold to Purchaser.

3. PURCHASER’S OBLIGATIONS.

A. Resale of Products. Purchaser may not resell any SecuEra products unless SecuEra has signed a written agreement authorizing Purchaser to do so. The term “resell” or “resale” shall include any resale, lease, license, sublicense or other transfer or delivery of the Products. If Purchaser resells Products in violation of this provision, SecuEra reserves the right, in addition to all other remedies, to invoice Purchaser for the difference between the price paid by Purchaser for the Products, and SecuEra’s then standard list prices for resale to end users, and Purchaser shall be obligated to pay SecuEra such amounts upon receipt of such invoice.

B. Export Control. It is expressly understood that the Products and all obligations arising hereunder, are subject to export control laws and regulations, including those of the U.S. Government, including without limitation, the requirement to obtain necessary approvals and licenses prior to the acceptance of any orders, or the export of Products, hereunder. Such shall also apply, by way of example only, to spare parts, warranty items delivered by SecuEra in connection with the Products, and the transfer or re export of any such Products by Purchaser. Any Products purchased by or provided to Purchaser, including any technical data or documentation pertaining thereto, shall not be sold, leased, released, assigned, transferred, conveyed or in any manner disposed of, either directly or indirectly, without the prior written approval of applicable governments, including the United States Government, in accordance with applicable law, including U.S. law. SecuEra shall be excused from performance, and not be liable for damages, including the assessment of late delivery penalties, for failure to deliver Products hereunder resulting from the any government’s denial or withdrawal of approval to export Products to Purchaser.

4. TERMS OF PAYMENT

SecuEra will invoice the Purchaser at the time of each shipment of Products. Payment terms for all invoiced amounts shall be thirty (30) days from the date of invoice(s). Purchaser shall make all payments due to SecuEra WITHOUT ANY OFFSET OR DEDUCTION WHATSOEVER, and without regard to whether Purchaser has made or may make inspections of the Products delivered to Purchaser. If deliveries are authorized in installments, each shipment shall be paid for when due without regard to other scheduled deliveries. Any invoiced amount which is not paid, when due shall bear a late fee at the rate of six percent (6%) per annum, or the maximum rate permitted by applicable law, whichever is less. If Purchaser fails to pay any invoice when due, or the creditworthiness of Purchaser is questioned by SecuEra, then SecuEra reserves the right to withhold further shipments (and the provision of services) until Purchaser re-establishes its credit worthiness to SecuEra’s satisfaction.

5. DELIVERY OF PRODUCTS

A. Shipping Schedule. SecuEra shall use its reasonable efforts to ship Products to Purchaser in accordance with the shipment schedule provided by SecuEra to Purchaser. Delivery dates proposed by Purchaser in its purchase order or other documentation shall not be binding on SecuEra. Notwithstanding the foregoing and without limiting the generality of Section 8, SecuEra shall not be liable for damages of any kind as a result of a delay in delivery, regardless of the reason. The delivery schedule shall be extended automatically by a period of time equal to the time lost because of any such delay.

B. Cancellation and Rescheduling. If Purchaser defaults on any of its obligations, SecuEra may decline to make further shipments, terminate any of Purchaser's orders, or both, without affecting SecuEra's rights and remedies including, but not limited to, SecuEra’s right to receive cancellation charges and quantity price adjustments. Orders are non-cancellable, and Purchaser shall remain liable for the full purchase price in the event of any attempted cancellation or refusal of delivery. Purchaser’s refusal to accept shipment within fifteen (15) days of the shipment date scheduled by SecuEra may, at SecuEra’s sole option and election, be treated as a cancellation of the shipment. If SecuEra continues to make shipments after Purchaser's default, SecuEra's action shall neither constitute a waiver of any right of SecuEra nor affect SecuEra's legal remedies. In the event that Purchaser requests rescheduling of an order, the following rescheduling fees apply: if request made more than 30 days prior to original shipment date, no rescheduling charge applies; if request made 20 to 30 days prior to original shipment date, rescheduling charge of 15% applies; if request made less than 15-20 days prior to original shipment date, rescheduling charge of 25% applies. Orders may not be rescheduled less than 15 days in advance of original shipment date. Charges identified in this Section 5(B) have been agreed upon, not as a penalty, but as a result of the difficulty of computing actual damages.

C. Shipment. All deliveries of the Products shall be SecuEra’s facility, in accordance with the INCOTERMS 2010 of the International Chamber of Commerce. Unless otherwise agreed by the Parties in writing, SecuEra shall have no further responsibility for the Products, and all risk of damage or loss to the Products shall pass upon their delivery at SecuEra’s factory or its subcontractors. Unless specified by Purchaser in its purchase order, SecuEra shall, in its sole discretion, determine the means of shipment and insurance, if any, for the Products. SecuEra’s selection of the carrier shall be strictly on Purchaser’s behalf. SecuEra does not assume any liability for the carrier’s delivery of the shipment nor shall the carrier be deemed an agent of SecuEra. SecuEra shall invoice, and Purchaser shall pay for, any and all shipping, handling, customs, insurance and similar charges incurred by SecuEra in shipping Products to Purchaser. SecuEra also reserves the right to ship Products to Purchaser freight collect. Purchaser shall be solely responsible for all storage, and other charges at the destination specified by Purchaser. Purchaser shall be deemed to have accepted the Products upon the date title to such Products passes to Purchaser; provided, however, that nothing in this Section 5(C) shall be deemed to limit Purchaser’s warranty rights set forth in Section 7.

6. TITLE TO PRODUCTS.

A. Transfer of Title. Title to the Products, and risk of damage or loss, shall pass to Purchaser upon delivery of the Products at SecuEra’s facility to the carrier for shipment to Purchaser. Notwithstanding any provision herein to the contrary, Purchaser shall take no title to software Products under these Terms.

B. Ownership of Intellectual Property. Purchaser acknowledges that the Products and accompanying documentation and other instructions provided by SecuEra contain proprietary technical know how embedded in hardware, software or technical information, or some combination thereof, and that, as between Purchaser and SecuEra, the ownership of all patents, copyrights, derivative works, mask work rights, trademarks, trade names, trade secrets and all other intellectual property rights to the Products shall remain with SecuEra and its suppliers. Purchaser understands and agrees that a sale of the Products does not constitute a sale of any of SecuEra’s or its suppliers’ intellectual property rights; except that Purchaser and its customers shall receive a limited, non-exclusive right to such intellectual property solely for the purpose of, and only to the extent necessary for, use of the Products in accordance with SecuEra’s published specifications and user documentation.

C. License to Software and Documentation. With respect to any software or documentation comprising, incorporated in or accompanying any Product, the Purchaser’s rights shall be limited by the terms set forth in a separate license agreement, if any, which accompanies the software or documentation. The terms “sell,” “buy” and “title,” and all similar expressions used in these Terms shall mean SecuEra’s grant to Purchaser of a non-exclusive, limited license to use such software (in object code form only) or documentation for the sole purpose of, and only to the extent necessary for, use of the Products in accordance with SecuEra’s published specifications and user documentation. Purchaser may transfer this license to its customer to complete an authorized resale of the Products (subject to the restrictions imposed in Section 6(D)). Purchaser agrees that all such licenses shall be for the benefit of SecuEra and its suppliers and shall be enforceable directly by SecuEra. Purchaser shall have no right to market, distribute or otherwise transfer such software or documentation except as expressly provided in this Section 6(C).

D. Restrictions. Purchaser shall not reverse engineer, decompile, disassemble, translate, copy, modify, alter or otherwise change any Product, or part thereof (including without limitation any software provided by SecuEra). Purchaser shall have no right to obtain source code for any software provided by SecuEra.

E. Trademarks. Purchaser shall not alter or remove from the Products (or their packaging or documentation), or alter, any of SecuEra’s or its suppliers’ trademarks, trade names, logos, patent or copyright notices, or other notices or markings, or add any other notices or markings to the Products (or their packaging or documentation).

7. LIMITED WARRANTY.

A. Express Warranty. Subject to the provisions of this Section 7 and Section 8, SecuEra expressly warrants that, for a period of twelve (12) months (unless a longer period is specified in written documentation accompanying Product) (the “Warranty Period”), all hardware components of the Product shall be free from faulty workmanship and defective materials under normal use and service. The Warranty Period shall commence on the date the Product is shipped from SecuEra’s facility (as evidenced by SecuEra’s packing slip or other receipt), or the date title to the Product passes to Purchaser, whichever date is earlier. The warranty stated by SecuEra in this Section 7(A) is the only express warranty provided by SecuEra. This express warranty may be modified only by express written agreement between the parties, and may not be modified or amended by any course of dealing between the parties, or custom and practice in the industry. SecuEra provides no warranty, whether express or implied, with regard to software or services except as provided in a separate software license or services agreement between the parties. Purchaser’s remedies and SecuEra’s aggregate liability with respect to the warranty provided by SecuEra in this Section 7(A) are set forth in and limited by this Section 7 and Section 8.

B. Warranty Remedy. If a hardware Product fails under normal use and service during the Warranty Period due to a defect in materials or faulty workmanship, SecuEra’s sole obligation shall be to repair or replace the Product, at SecuEra’s option. Following repair or replacement, the Warranty Period shall expire at the end of the original period. All Products and components that are replaced by SecuEra shall become SecuEra’s property.

C. Warranty Conditions. SecuEra’s express warranty is contingent upon Purchaser’s payment of the purchase invoice and proper use of the Product, in accordance with any instructions or manuals provided by or available from SecuEra. SecuEra shall have no obligation under this express warranty unless Purchaser promptly reports the claim. SecuEra’s obligations under this warranty are subject to SecuEra’s examination of the Product and SecuEra’s determination to its reasonable satisfaction that the claimed defect or fault actually exists and is not excluded from SecuEra’s warranty under this Section 7. If SecuEra determines that the Product is not defective or faulty within the terms of the express warranty, Purchaser shall pay for all costs of handling, transportation and repairs at SecuEra’s then prevailing repair rates.

D. Warranty Exclusions. SecuEra’s express warranty shall not apply if the defect or fault is caused by any of the following after delivery by SecuEra: accident, unusual physical, electrical or electromagnetic stress, neglect, misuse, failure of electric power or environmental controls, rough handling during transportation, fire or other act of God, Purchaser’s failure to maintain the Product in accordance with SecuEra’s specifications, abuses to the Product other than ordinary use, modifications by Purchaser, alterations or repairs by a party other than SecuEra (unless specifically authorized by SecuEra in writing). This express warranty will be rendered void if SecuEra’s serial numbers, warranty data or quality assurance decals on the Product are removed or altered.

E. Warranty Limitations. SecuEra’s express warranty is strictly for the benefit of Purchaser and does not extend to any third party. SecuEra’s express warranty does not apply to any software Product, or software component of a Product, which is sold or licensed subject to a separate license agreement (including without limitation a “shrink wrap” license agreement) which provides a different warranty than that stated in these Terms. SecuEra makes no warranties that the software components of any Product will operate in combination with any other software or with any equipment other than the Products.

F. Third Party Products and Warranties. SecuEra’s warranty does not apply to (i) products manufactured by third parties and resold by SecuEra without re-marking under SecuEra’s trademarks, (ii) software products that are not developed by SecuEra, and (iii) consumable items (e.g. batteries). To the extent permitted by the supplier, the original manufacturer's warranty shall be assigned by SecuEra to Purchaser and is in lieu of any warranty by SecuEra, express or implied.

G. Disclaimer. THE EXPRESS WARRANTIES OF SECUERA STATED IN SECTION 7(A) ARE IN PLACE OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. THE EXPRESS OBLIGATION OF SECUERA STATED IN SECTION 7(B) REPLACES ANY OTHER LIABILITY OR OBLIGATION OF SECUERA ARISING OUT OF OR IN CONNECTION WITH THE DELIVERY, USE OR PERFORMANCE OF THE PRODUCTS. SECUERA DOES NOT INSURE THE SECURITY PROVIDED BY THE PRODUCTS, NOR DOES IT WARRANT AGAINST IMPROVEMENTS IN THE TECHNICAL ARTS THAT MAY RENDER THE PRODUCTS INEFFECTIVE OR OBSOLETE.

8. LIMITATION OF LIABILITY.

Notwithstanding anything herein to the contrary, SecuEra shall not be liable to Purchaser, or to any third party claiming through Purchaser, for the failure of performance of any obligation of SecuEra except as specifically set forth herein, or otherwise agreed to in writing. Additionally, SecuEra’s aggregate liability arising out of the sale of Products to Purchaser, regardless of the form of action giving rise to such liability (whether in contract, tort or otherwise, including negligence), shall not exceed the aggregate purchase price for Products paid by Purchaser to SecuEra under the relevant purchase order. SecuEra shall not, under any circumstances, be liable hereunder for indirect, special, incidental, consequential or punitive damages resulting from its failure of performance. Any failures to perform any obligation under these Terms or any applicable purchase order except payment of monies due, shall be excused if such failure is caused by acts of God, acts of public authorities, wars or war measures, fires, casualties, labor difficulties or strikes, shortages of material or fuel, failure or delays of suppliers or carriers, shortages of transportation, problem with any network (including telecommunications) other than that under SecuEra’s control, denial of service attack, or any causes beyond the failing party’s control. SecuEra shall not be liable for any claims of third parties relating to the Products. The limitations of liability contained herein are a fundamental part of the bargain, and Purchaser acknowledges that SecuEra would not sell the Products absent these limitations.

9. GENERAL PROVISIONS.

A. Governing Law and Jurisdiction. This Agreement has been entered into and shall be governed in accordance with the laws of United States. In the event of any controversy, dispute or difference between the parties hereto, with respect to the interpretation of the provisions of this Agreement or to the breach or termination thereof or to the determination of the rights and obligations of the parties hereunder, either party may give notice to the other in writing of the existence of such controversy, dispute or difference specifying its nature and the points at issue. If the same shall not be amicably resolved within thirty (30) days from the receipt of such notice, either party shall be entitled to have such controversy, dispute or difference finally settled by arbitration, in accordance with the rules of the International Chamber of Commerce (ICC) in effect on the date of this Agreement. The arbitration shall be conducted in U.S in the English language by a Tribunal of three (3) arbitrators appointed in accordance with such rules. The decision of the arbitrators shall be based upon the rights and obligations of the parties set forth in this Agreement and shall be binding on the parties to the arbitration proceeding and may be entered as a judgment in any court in any country having jurisdiction. Notwithstanding the fact that this Agreement may be translated into a language other than English for the convenience of the parties or otherwise, any dispute or controversy arising from the Agreement shall be determined solely from the English language version of this Agreement.

B. Severability. Should any clause, condition or term, or any part thereof, contained in these Terms be unenforceable or prohibited by law or by any present or future local municipal, provincial/state or national/federal legislation, then such clause, condition, term or part thereof, shall be amended, and is hereby amended, so as to be in compliance with the said legislation or law but, if such clause, condition or term, or part thereof cannot be amended so as to be in compliance with any such legislation or law then such clause, condition, term or part thereof shall be deemed severed from these Terms, and all the rest of the clauses, terms and these Terms, and all the rest of the clauses, terms and conditions or parts thereof contained in these Terms shall remain unimpaired.

C. Assignments. No right or obligation of Purchaser under these Terms shall be assigned, delegated or otherwise transferred, whether by agreement, operation of law or otherwise, without SecuEra’s prior express written consent, and any attempt to assign, delegate or otherwise transfer any of Purchaser’s rights or obligations without SecuEra’s consent shall be void. Notwithstanding anything to the contrary herein, SecuEra may engage Subcontractors to perform any of its obligations under these Terms.

D. Waivers. All waivers must be in writing. The failure of either party to insist upon strict performance of any provision of this Agreement, or to exercise any right, shall not be deemed to be a waiver of such provision or right, and no waiver of any provision or right shall affect the right of the waiving party to enforce any other provision or right.

E. Rights and Remedies. All rights and remedies hereunder shall be cumulative, may be exercised singularly or concurrently, and shall not be deemed exclusive except as provided in Sections 7 and 8. If any legal action is brought to enforce any obligations hereunder, the prevailing party shall be entitled to receive its attorneys’ fees, court costs and other collection expenses, in addition to any other relief it may receive.

F. Government Contracts. To the extent the Products are being purchased under a government contract, Purchaser shall provide a government contract number on each purchase order, and only those clauses of the applicable government regulations that are required by federal statute or regulation to be included in government contracts or subcontracts shall be incorporated herein by reference.

G. Limitation of Time. No action, regardless of form, which arises from or is related in any way whatsoever to these Terms, may be commenced more than eighteen (18) months after such cause of action accrues, except that an action for nonpayment may be brought at any time within the governing statute of limitations.

H. Field Trials and Installations. No representation, covenant, warranty or indemnity of SecuEra shall apply to any Product provided for demonstration, evaluation or field trial by Purchaser an “Evaluation”). No Evaluation period for any Product shall exceed thirty (30) days. Purchaser shall be liable to SecuEra for the monthly rental charge at SecuEra’s then current monthly rental rate for such Product for each month or portion thereof that Purchaser retains such Product beyond the Evaluation period, together with all costs associated with returning such Product to SecuEra.