Carefully read all provisions of the Software and Hardware License Agreement, including the BINDING ARBITRATION and CLASS ACTION WAIVER provisions set forth herein.
This Software and Hardware License Agreement ("Pangolin License Agreement") constitutes a legally enforceable contractual agreement between you and Pangolin Laser Systems, Inc. ("Pangolin") as licensor of the Software, Hardware, Pangolin-Provided Show Elements ("PPSEs") and Related Materials that you are receiving.
If you do not agree to all the terms and conditions of this Pangolin License Agreement, do not use the Software, Hardware, PPSEs and Related Materials. WITHOUT LIMITATION, BY AFFIRMATIVELY CLICKING ON THE BUTTON LABELED "I AGREE" OR SUCH SIMILAR LABELS AS MAY BE DESIGNATED BY PANGOLIN, AND/OR BY OPENING A PACKAGE, DOWNLOADING A PRODUCT OR OTHERWISE USING ANY OF THE SOFTWARE, HARDWARE, PPSEs OR RELATED MATERIALS, YOU ARE CONSENTING TO BE BOUND BY THIS PANGOLIN LICENSE AGREEMENT, AS WELL AS ADDITIONAL TERMS AND POLICIES REFERENCED HEREIN AND/OR MADE AVAILABLE VIA HYPERLINK, AND ALL APPLICABLE LAWS AND REGULATIONS. YOU ARE SOLELY RESPONSIBLE FOR COMPLIANCE WITH APPLICABLE LOCAL LAWS.
If you have purchased a Software or Hardware product from Pangolin, then all provisions in this Pangolin License Agreement shall apply. Otherwise, if Pangolin has authorized you to make evaluation or demonstration ("Demo") use of Software prior to purchasing it, all of the Software-related provisions contained herein shall apply thereto.
DEFINITIONSA. "Pangolin License Agreement" means this agreement between you and Pangolin that provides you with the authorization to use the Software, Hardware, PPSEs and Related Materials, subject to the terms and conditions herein.
B. "Authorized Pangolin Dealer" means Pangolin and those sellers that Pangolin has expressly authorized to sell its products. Authorized Pangolin Dealers should include a conspicuous and prominent notice in/on their sales and marketing materials stating that they are authorized Pangolin dealers.
C. "Hardware" means any hardware board, cable adapter, lens and all related physical materials manufactured by Pangolin. This does not include products that Pangolin re-sells but does not manufacture (such as the APC-40 console).
D. "Intellectual Property" or "Pangolin Intellectual Property" means Pangolin's proprietary rights in the Software, Hardware, PPSEs and Related Materials, including but not limited to patent rights (including patents, patent applications and disclosures), trademark or service mark rights (including all rights in applications or registrations for marks), copyright rights (including copyright rights in any applications or registrations), moral rights, know-how, and trade secret rights together with all causes of action related thereto as recognized in any country or jurisdiction in the world.
E. "Prohibited Use" means any use of the Pangolin Software, Hardware, PPSEs and Related Materials in violation of this Pangolin License Agreement or other Pangolin Intellectual Property rights, including, but not limited to, the unauthorized uses set forth herein.
F. "PPSEs" means the Pangolin-Provided Show Elements, including frames and animations, layouts, bitmap backgrounds, emoticons, show instructions, workspaces and other support items, that are included with Software distribution media and that may also be provided to you in subsequent updates.
G. "Related Materials" means anything Pangolin provides you in conjunction with this Pangolin License Agreement other than the Software, Hardware and PPSEs, including but not limited to user manuals, help files, tutorial videos, and example bitmaps.
H. "Software" means the software, data, data files, image files, shows and documentation distributed in conjunction with or accompanying this Pangolin License Agreement, whether on CD, DVD, or any other media or received by download or other electronic transmission from Pangolin.
I. "Genuine" means a product manufactured by Pangolin Laser Systems, Inc. located in the USA, or manufactured by Pangolin d.o.o. located in Slovenia, as opposed to a counterfeit (aka fake, pirated) product manufactured by a third party that may resemble a Pangolin product.
1. TERMS AND SCOPE: Your access to the Software, Hardware, PPSEs and Related Materials, whether through purchase or as a Demo, comes with certain restrictions. Specifically, Pangolin grants you, as a licensee, only a limited, non-exclusive right to use the Software, PPSEs and Related Materials in accordance with the terms, conditions and restrictions of this Pangolin License Agreement. According to its express terms, except for qualifying Hardware product purchases, this Pangolin License Agreement also grants you with a limited, non-exclusive right to possess and use the Hardware.
You own any media on which the Software is recorded, however Pangolin retains title to the Software. The license shall not be considered a "sale" of the Software. As such, Pangolin retains all right, title and interest in and to the Software, Hardware (except for qualifying Hardware product purchases), PPSEs and all Pangolin Intellectual Property. You receive no title or ownership, or rights other than those specifically granted herein. Unless otherwise set forth herein, licensee will not: (a) modify, create derivative works from, distribute or sublicense the Software, Hardware, PPSEs and Related Materials; (b) in any way allow third parties to exploit the Software, Hardware, PPSEs and Related Materials; or (c) reverse engineer, decompile, disassemble, or otherwise attempt to derive any of the Software's source code, Hardware, PPSEs and Related Materials.
2. ONE YEAR HARDWARE WARRANTY: Pangolin warrants all Hardware manufactured by Pangolin to be free of defects in materials and workmanship under normal use for a period of one (1) year from the date of purchase. Note that Pangolin resells products that are not manufactured by Pangolin (for example the APC-40 console). Products not manufactured by Pangolin are covered by the warranties, if any, provided by the those manufacturers.
3. DISCLAIMER OF ADDITIONAL WARRANTIES: ALL PRODUCTS, SERVICES, PRODUCT/SERVICE DESCRIPTIONS, SOFTWARE, SOFTWARE UPDATES, HARDWARE, PPSEs AND RELATED MATERIALS ARE PROVIDED BY PANGOLIN ON AN "AS IS" AND "AS AVAILABLE" BASIS, UNLESS OTHERWISE SPECIFIED IN WRITING. PANGOLIN AND ITS REPRESENTATIVES OR AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OR RELIABILITY OF THE PRODUCTS, SERVICES, SOFTWARE, SOFTWARE UPDATES, HARDWARE, PPSEs AND RELATED MATERIALS, UNLESS OTHERWISE SPECIFIED IN WRITING. YOU EXPRESSLY AGREE THAT YOUR USE OF SAME IS AT YOUR SOLE RISK. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, PANGOLIN AND ITS REPRESENTATIVES OR AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT WITH REGARD TO SOFTWARE, SOFTWARE UPDATES, HARDWARE, PPSEs, RELATED MATERIALS, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, UNLESS OTHERWISE SPECIFIED IN WRITING. PANGOLIN AND ITS REPRESENTATIVES OR AGENTS DO NOT WARRANT THAT THE PRODUCTS, SERVICES, SOFTWARE, SOFTWARE UPDATES, HARDWARE, PPSEs, RELATED MATERIALS, PANGOLIN'S SERVERS AND ELECTRONIC COMMUNICATIONS SENT FROM PANGOLIN AND ITS REPRESENTATIVES OR AGENTS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
4. SOFTWARE UPDATES: Pangolin typically publishes multiple updates per year on Software products. These Software updates are provided to users who have registered their products with Pangolin ("Registered Users") free-of-charge when downloaded from Pangolin websites. When Software updates are ordered on CD, DVD or USB media, Pangolin may charge a nominal fee to cover the cost of the media, shipping and handling. These Software updates may be required to maintain Software compatibility, provide security updates or fixes, or offer new features and functionality. Additionally, Software products including QuickShow and BEYOND must be updated periodically, to ensure their continued operation. Because of this, Pangolin recommends that you obtain and install a Software update at least once per year. If you have a fixed installation or long-term touring operation where periodic Software updates would be impractical, please contact Pangolin to obtain a file that will enable the Software to operate perpetually without updates.
5. ADDITIONAL BENEFITS FOR PURCHASES MADE THROUGH AUTHORIZED DEALERS: If you purchased a Genuine software product from an Authorized Pangolin Dealer (which includes Pangolin), Pangolin offers you a 90-day money-back guarantee. If you are dissatisfied in any way, return the Software and any included Hardware by the ninetieth (90th) day in undamaged, resalable condition to the company from whom you purchased it via Registered Mail or similar insurable, traceable delivery service (example: FedEx, DHL, UPS, etc.). Any payments you made to an Authorized Pangolin Dealer will be refunded, less any shipping or related fees incurred. Your purchase from an Authorized Pangolin Dealer may also entitle you to other benefits, including the materials available on the Pangolin Cloud. This ninety (90)-day money back guarantee and other benefits for purchases from Authorized Pangolin Dealers are non-transferable and do not apply to any purchases made from any sellers other than Authorized Pangolin Dealers.
6. DISPUTE RESOLUTION, BINDING ARBITRATION AND CLASS ACTION WAIVER: PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS AND WILL HAVE A SUBSTANTIAL IMPACT ON HOW CLAIMS THAT YOU AND PANGOLIN HAVE AGAINST EACH OTHER ARE RESOLVED.
If a dispute arises between you and Pangolin, our goal is to learn about and address your concerns and, if we are unable to do so to your satisfaction, to provide you with a neutral and cost effective means of resolving the dispute quickly. Disputes between you and Pangolin may always be reported via email to email@example.com, or by calling +1-407-299-2088, Monday through Friday from 10:00 AM EST to 6:00 PM EST.
Otherwise, you and Pangolin agree that any claim or dispute at law or equity that has arisen or may arise between us relating in any way to or arising out of this or previous versions of the Pangolin License Agreement will be resolved in accordance with the provisions set forth in this Dispute Resolution Section.
You agree that the laws of the State of Florida (USA), without regard to principles of conflict of laws, will govern this Pangolin License Agreement and any claim or dispute that has arisen or may arise between you and Pangolin, except as otherwise stated herein.
YOU AND PANGOLIN EACH AGREE THAT ANY AND ALL DISPUTES OR CLAIMS THAT HAVE ARISEN OR MAY ARISE BETWEEN YOU AND PANGOLIN RELATING IN ANY WAY TO OR ARISING OUR OF THIS OR PREVIOUS VERSIONS OF THE PANGOLIN LICENSE AGREEMENT, OTHER THAN INTELLECTUAL PROPERTY CLAIMS, SHALL BE RESOLVED EXCLUSIVELY THROUGH FINAL AND BINDING ARBITRATION, RATHER THAN IN COURT, except that you may assert claims in court if the claim is worth less than $10,000 and so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis. The Federal Arbitration Act governs the interpretation and enforcement of this agreement to arbitrate.
YOU AND PANGOLIN AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND PANGOLIN AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON'S OR PARTY'S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY'S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OTHER USERS.
Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, and court review of an arbitration award is very limited. However, an arbitrator can award the same damages and relief on an individual basis that a court can award to an individual. An arbitrator should apply the terms of this Pangolin License Agreement as a court would. All issues subject to arbitration are for the arbitrator to decide, except that issues relating to arbitrability, the scope or enforceability of this Pangolin License Agreement, or the interpretation of the prohibition of class and representative actions and non-individualized relief, shall be for a court of competent jurisdiction to decide.
If you are based in the United States, the arbitration will be conducted by the American Arbitration Association ("AAA") under its rules and procedures, including the AAA's Supplementary Procedures for Consumer-Related Disputes (as applicable), as modified by this agreement to arbitrate. The AAA's rules are available at www.adr.org or by calling the AAA at 1-800-778-7879. The use of the word "arbitrator" herein shall not be construed to prohibit more than one arbitrator from presiding over an arbitration, rather the AAA's rules will govern the number of arbitrators that may preside over an arbitration conducted under this agreement to arbitrate. If you are based internationally, the arbitration will be conducted under the rules of the International Chamber of Commerce, International Court of Arbitration.
A party who intends to seek arbitration must first send to the other a notice of dispute ("Notice"). The Notice to Pangolin should be sent in writing and delivered by personal service (which shall include delivery by delivery service and overnight delivery service), sent via e-mail to firstname.lastname@example.org (but only if receipt of the e-mail is confirmed by Pangolin), or mailed by United States certified mail as follows: Pangolin Laser Systems, Inc., 1265 Upsala Road, Suite 1165, Sanford, FL 32771 USA, Attn: Office Manager, Re: Notice of Dispute. Pangolin will send any Notice to you via certified mail to the shipping address you have provided, or via electronic mail (but only if receipt of the e-mail is confirmed by you). It is your responsibility to keep your physical address up to date. All information called for in the Notice must be provided, including a description of the nature and basis of the claims the party is asserting and the relief sought.
If you and Pangolin are unable to resolve the claims described in the Notice within thirty (30) days after the Notice is sent, you or Pangolin may initiate arbitration proceedings. A form for initiating U.S.-based arbitration proceedings is available on the AAA's site at www.adr.org. In addition to filing this form with the AAA in accordance with its rules and procedures, the party initiating the arbitration must mail a copy of the completed form to the opposing party. You may send a copy to Pangolin at the following address: Pangolin Laser Systems, Inc., 1265 Upsala Road, Suite 1165, Sanford, FL 32771 USA.
In the event Pangolin initiates an arbitration against you, it will send a copy of the completed form to the shipping or electronic mail address we have on file. Any settlement offer made by you or Pangolin shall not be disclosed to the arbitrator.
The arbitration shall be held in the county in which you reside or at another mutually agreed location. If the value of the relief sought is $10,000 or less, you or Pangolin may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on you and Pangolin subject to the arbitrator's discretion to require an in-person hearing, if the circumstances warrant. In cases where an in-person hearing is held, you and/or Pangolin may attend by telephone, unless the arbitrator requires otherwise. The arbitrator will decide the substance of all claims in accordance with the laws of the State of Florida, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitrator shall not be bound by rulings in prior arbitrations involving different users, but is bound by rulings in prior arbitrations involving the same Pangolin user to the extent required by applicable law. The arbitrator's award shall be final and binding and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
Payment of all filing, administration and arbitrator fees will be governed by the AAA's rules or the ICC (as applicable), unless otherwise stated in this agreement to arbitrate. If the value of the relief sought is $10,000 or less, at your request, Pangolin will pay all filing, administration, and arbitrator fees associated with the arbitration.
Any request for payment of fees by Pangolin for U.S.-based arbitration proceedings should be submitted by mail to the AAA along with your demand for Arbitration and Pangolin will make arrangements to pay all necessary fees directly to the AAA. If the value of the relief sought is more than $10,000 and you are able to demonstrate that the costs of accessing arbitration will be prohibitive as compared to the costs of accessing a court for purposes of pursuing litigation on an individual basis, Pangolin will pay as much of the filing, administration and arbitrator fees as the arbitrator deems necessary to prevent the costs of accessing arbitration from being prohibitive. In the event the arbitrator determines the claim(s) you assert in the arbitration to be frivolous, you agree to reimburse Pangolin for all fees associated with the arbitration paid by Pangolin on your behalf that you otherwise would be obligated to pay under the applicable arbitration rules.
With the exception of any of the provisions regarding "Prohibition of Class and Representative Actions" and "Non-Individualized Relief," if an arbitrator or court decides that any part of this arbitration agreement is invalid or unenforceable, the other parts of this arbitration agreement shall still apply. If an arbitrator or court decides that any of the provisions regarding "Prohibition of Class and Representative Actions" and "Non-Individualized Relief" is/are invalid or unenforceable, then the entirety of this agreement to arbitrate shall be null and void. The remainder of this Pangolin License Agreement and this arbitration agreement, including, but not limited to, the legal disputes provisions, shall continue to apply.
YOU CAN CHOOSE TO OPT-OUT OF THIS ARBITRATION AGREEMENT BY MAILING PANGOLIN A WRITTEN "OPT-OUT" NOTICE. THE OPT-OUT NOTICE MUST BE POSTMARKED NO LATER THAN 30 DAYS AFTER THE DATE YOU FIRST ACCEPT THIS PANGOLIN LICENSE AGREEMENT. YOU MUST MAIL THE OPT-OUT NOTICE TO PANGOLIN LASER SYSTEMS, INC., ATTN: Pangolin Laser Systems, Inc., ATTN: Legal Department, RE: OPT-OUT NOTICE, 1265 Upsala Road, Suite 1165, Sanford, FL 32771 USA. YOU MUST PROVIDE YOUR NAME, ADDRESS (INCLUDING ZIP CODE) AND E-MAIL ADDRESS.
Notwithstanding any provision in this Pangolin License Agreement to the contrary, you and we agree that if we make any amendment to the arbitration agreement in the future, that amendment shall not apply to any claim that was filed in a legal proceeding against Pangolin prior to the effective date of the amendment. The amendment shall apply to all other disputes or claims governed by the agreement to arbitrate that have arisen or may arise between you and Pangolin. We will notify you of amendments to this agreement to arbitrate by posting the amended terms online at least thirty (30) days prior to the effective date of the amendments.
For all Intellectual Property claims or, in the event that this agreement to arbitrate is found not to apply to you or to a particular claim or dispute, either as a result of your decision to opt-out or as a result of a decision by the arbitrator or a court order, you agree that any claim or dispute that has arisen or may arise between you and Pangolin must be resolved exclusively by a state or federal court located in Orange County, Florida. You and Pangolin agree to submit to the personal jurisdiction of the courts located within Orange County, Florida for the purpose of litigating all such claims or disputes. Nothing contained herein shall exclude any right you may have as a consumer under your local law to request or require an alternative jurisdiction. In connection with any litigation, including appellate proceedings, arising out of or under this Pangolin License Agreement, Pangolin shall be entitled to recover reasonable out-of-pocket costs and reasonable attorneys' fees.
You agree to file any claim regarding any aspect of this Pangolin License Agreement within two (2) years of the time in which the events giving rise to such claim took place, otherwise, any such claim is waived and permanently barred. You agree that any cause of action arising out of use of or related in any way to the Websites, the Pangolin software, software updates, hardware, PPSEs or Related Materials must commence within two (2) years after the cause of action, otherwise, any such cause of action is waived and permanently barred.
7. REGISTRATION; E-MAIL COMMUNICATION ABOUT UPDATES AND PROMOTIONAL MATERIALS: In order to access Pangolin products and services, and to take advantage or use some of the features offered on our family of websites, you may be required to register and/or provide personally identifiable information. Additionally, by completing a Pangolin registration form, order form and/or downloading Software updates, you are giving your consent to receive information about Software updates in addition to promotional materials, offers and newsletters from Pangolin, sent occasionally via e-mail.
8. MUSIC RIGHTS NOTICE: As part of the Software, shows may be included for which the laser artist has suggested particular songs or music. Pangolin warrants that it has obtained appropriate music rights to any CD tracks, MIDI or waveform files which may be furnished on the Software distribution media (e.g., disks or CD) or download file, and that it has and will maintain the full power and authority to grant the intellectual property and other rights granted herein without the further consent of any third-party. For all other music, including commercial songs, Pangolin and the laser artist do not provide and are not responsible for performance, synchronization, reproduction or any other music-related rights. YOU ARE SOLELY RESPONSIBLE FOR SECURING ALL NECESSARY MUSIC-RELATED INTELLECTUAL PROPERTY RIGHTS AND CLEARANCES PRIOR TO PLAYING MUSIC IN SYNCHRONIZATION WITH ANY SHOWS INCLUDED WITH THE SOFTWARE, with the exception of music furnished on the Software distribution media or download file.
9. LASER SAFETY NOTICE AND DISCLAIMER: Pangolin does not warrant the use of the Software and Hardware as a means of implementing safety features. It is possible for the Software and Hardware to fail in such a way so as to increase the risk of unsafe laser exposure. YOU ARE, THEREFORE, COMPLETELY AND SOLELY RESPONSIBLE FOR, WITHOUT LIMITATION, SCAN-FAIL SAFEGUARDS, BEAM STOPS, AUDIENCE SEPARATION DISTANCES, AIRCRAFT OBSERVERS, MEASUREMENTS AND CALCULATIONS AND/OR ANY OTHER MEASURES NECESSARY TO PREVENT THE SOFTWARE AND HARDWARE FROM PRESENTING A LASER SAFETY HAZARD.
10. USE OF PANGOLIN-PROVIDED SHOW ELEMENTS ("PPSEs"): In general, PPSEs may be included in productions that are for your own use. However, PPSEs may not be sold or transferred, in whole or in part, to others who are not licensed to use Pangolin Software. Examples of prohibited transfers to others include: (a) direct copying of PPSEs; and (b)indirect copying via transferring files you create which include PPSEs; and (c) recording shows containing PPSEs onto laser-projectable formats. This provision does not apply to: (a) show elements that you create; (b) distribution of PPSEs in video and film; and (c) PPSEs owned by others when transferred with the owner's permission. It is your sole responsibility to confirm that anyone you provide PPSEs to has the appropriate licenses from Pangolin to use such PPSEs. The foregoing does not apply to show elements that you create; distribution of PPSEs in video, film or similar non-laser-projectable media; PPSEs owned by others when transferred with the owner's permission; PPSEs in the public domain such as ILDA test pattern frames; and PPSEs that have additional or differing restrictions detailed in text (.TXT) files located in the same directory as the related frame and show files.
11. LIMITATION OF LIABILITY: PANGOLIN AND ITS REPRESENTATIVES OR AGENTS WILL NOT BE LIABLE FOR ANY DAMAGES OR LOSS OF USE OF ANY KIND ARISING OR RESULTING FROM THE USE OF ANY PANGOLIN PRODUCTS, SERVICES, SOFTWARE, SOFTWARE UPDATES, HARDWARE, PPSEs AND RELATED MATERIALS, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES OR OTHER COSTS, EXPENSES OR DAMAGES (INCLUDING, WITHOUT LIMITATION, FOR OR RELATED TO, UNAPPROVED PRODUCT MODIFICATIONS, IMPROPER USE OF PANGOLIN PRODUCTS AND SERVICES, MUSIC RIGHTS, LASER SAFETY RELATED DAMAGES, LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS), EVEN IF PANGOLIN AND ITS REPRESENTATIVES OR AGENTS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, UNLESS OTHERWISE SPECIFIED IN WRITING. YOU ASSUME THE ENTIRE COSTS OF ALL NECESSARY SERVICING, REPAIRS, SAFETY MEASURES OR CORRECTIONS. IN NO EVENT SHALL PANGOLIN'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE) EXCEED THE TOTAL AMOUNT PAID BY YOU FOR THE SOFTWARE OR HARDWARE.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, OUR LIABILITY IN SUCH JURISDICTION SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
12. INDEMNIFICATION: You agree, at your own expense, to defend, indemnify and hold harmless Pangolin (including its officers, directors, employees and agents) from and against any third-party liabilities, claims, demands or suits asserting a claim or claims against Pangolin as a result of injury caused by your use of the Software, Hardware, PPSEs or Related Materials, or any claim relating to your use of the Software, Hardware, PPSEs or Related Materials in a manner not contemplated by or forbidden by Pangolin's instructions or documentation, in violation of this Pangolin License Agreement and your warranties contained herein, or in violation of applicable law, rule or regulation. You agree to pay all damages awarded or agreed to under a settlement of such claim (provided, however, you may not enter into any settlement that imposes a financial obligation or admission of liability on Pangolin without Pangolin's prior written consent).
13. NON-PAYMENT: Pangolin may provide you with its products, including, without limitation, Software and Hardware, even though the mutually-agreed-upon purchase price has not been fully paid by you and fully received by Pangolin. Examples include, but are not limited to demonstration-related use of Software, systems provided on credit or time payments, or systems provided in return for goods or services not yet furnished by you. In the event of non-payment, or non-deliverance of goods or services, Pangolin may require prompt return and cessation of use of the Software and Hardware at any time, at your sole expense. Pangolin may also electronically terminate your ability to use the Software, Hardware, PPSEs and/or Related Materials until the mutually-agreed-upon price has been fully paid.
14. INTELLECTUAL PROPERTY RIGHTS: With the exception of those rights expressly granted herein, all rights to the Hardware, Software, PPSEs and all other Related Materials are retained by Pangolin. The Software is owned and copyrighted by Pangolin. You may not use, copy or transfer the Software, Hardware, PPSEs or Related Materials except as expressly provided in this Pangolin License Agreement. You may not decompile, reverse engineer, disassemble or otherwise reduce the Software (including Software on the Hardware board) to a human-perceivable form, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
15. PERMITTED COPIES AND MULTIPLE INSTALLATIONS: The Software may be installed to hard disk or similar mass storage device. The Software may be installed on more than one computer provided that (a) you maintain control over the computer(s) to prevent unauthorized copying of the Software; (b) you have obtained a license from Pangolin to operate the Software at each location; and (c) only one (1) computer and one set of Pangolin Hardware (when included with the Software) is in use at any one time. This provision is intended for your convenience in carrying or shipping only the Pangolin Hardware rather than an entire computer. This provision is not to be used as a means of violating this Pangolin License Agreement, creating illegal copies, working on two copies of the Software simultaneously, or any other prohibited uses.
16. PROHIBITED USES: AS APPLICABLE, YOU AGREE NOT TO USE, OR ALLOW A THIRD PARTY TO USE, ANY PANGOLIN SOFTWARE, HARDWARE, PPSEs, RELATED MATERIALS, PRODUCTS, SERVICES, APPLICATIONS OR TECHNOLOGIES IN VIOLATION OF APPLICABLE INTERNATIONAL, FEDERAL, STATE OR LOCAL LAWS, RULES, REGULATIONS AND REQUIREMENTS. In addition to those set forth elsewhere herein, prohibited uses include, but are not limited to modifications to the Software or Hardware made for the purpose of evading identification or copy protection, intercepting files, data streams or function calls for the purpose of evading security, converting image data into formats not reasonably contemplated and expressly authorized in writing by Pangolin, and/or otherwise using Pangolin products for anything other than the intended purpose. IN ADDITION, USING PANGOLIN PRODUCTS IN VIOLATION OF THE TERMS SET FORTH IN THIS PANGOLIN LICENSE AGREEMENT, INCLUDING, WITHOUT LIMITATION, THE INTENT TO COPY FEATURES OR TO CREATE PRODUCTS THAT DUPLICATE FUNCTIONALITY IS STRICTLY PROHIBITED. You shall not permit the Software or Hardware to be copied by, given to, or otherwise distributed to a third-party for a prohibited use. Pangolin's Software is specifically designed to work with Genuine Pangolin Hardware, and it is a violation of this Pangolin License Agreement to load Pangolin Software designed to run on Genuine Pangolin Hardware onto any other hardware, or to load or use unauthorized software on Genuine Pangolin Hardware. You shall strictly control access to the Software and Hardware so that no prohibited use occurs, with or without your knowledge or consent. YOU ARE SOLELY RESPONSIBLE FOR ANY PROHIBITED USES THAT VIOLATE THIS PANGOLIN LICENSE AGREEMENT, REGARDLESS OF YOUR INTENT AT THE TIME THE VIOLATION IS COMMITTED, INCLUDING, WITHOUT LIMITATION, BOTH NEGLIGENT ACTIONS AND OMISSIONS.
17. PROOF OF PURCHASE: As a condition of providing support and updates, Pangolin may require proof of purchase such as communication of the unique serial number in your Software and Hardware, as well as communication of the name of the person, dealer or entity that sold you the Pangolin product.
18. SUPPORT AND TRAINING. Pangolin attempts to provide commercially reasonable support for Registered Users at no additional cost, in order to assist them in understanding how to use Pangolin's Software, Hardware and PPSEs. Pangolin cannot guarantee that every issue will be resolved, or that every issue will be appropriate for resolution by Pangolin. Moreover, Pangolin provides support for the current version of its Software (which Registered Users can download at no charge from Pangolin's web site), but has no obligation to provide support for prior versions.
Support is generally provided during Pangolin's normal office hours, which are from 10 AM to 6 PM Eastern time, excluding holidays and weekends. Although Pangolin does not guarantee that support will be provided outside of these normal office hours, Registered Users are free to contact us at any time, since we are often in the office and available.
For urgent matters, Pangolin encourages Registered users to contact us by telephone using the telephone numbers found on the Pangolin web site under "Support", and also found in the ABOUT box of the Software. For non-urgent matters, Registered Users may create a "support ticket", or may contact us by email, or use our support forum, as described in the Support section of the web site.
In addition to the support described above, Pangolin also holds training sessions from time to time, typically several times per year, in different cities around the world. The training sessions are provided at no additional cost for Registered Users, but attendees must arrange for transportation, lodging and any other expenses they may incur at their own expense.
Pangolin endeavors to handle support issues with its customers professionally and in a respectful manner, and expects its customers to do the same. Pangolin reserves the right to discontinue sales, service, support and training to any customer who, at Pangolin's sole discretion, does not interact with Pangolin with the same professional courtesy and respect that Pangolin provides, or that otherwise abuses the support Pangolin provides.
19. AGREEMENT LENGTH AND TERMINATION PROCEDURE: This Pangolin License Agreement is effective until terminated. You may terminate this Pangolin License Agreement at any time by sending written notice to Pangolin Laser Systems, Inc. If you fail to comply with any provisions of this Pangolin License Agreement, it will terminate immediately without notice from Pangolin. Upon termination, whether by you (voluntarily) or by Pangolin (due to violation of this Pangolin License Agreement), the licenses granted herein will cease and you must (a) return the Software, Hardware, PPSEs and all Related Materials to Pangolin, (b) erase all copies of the Software, PPSEs and Related Materials, including backups and archival copies in your possession, custody or control, and (c) send a certified or traceable (e.g., FedEx) letter to Pangolin signed by you attesting to your compliance with this termination provision.
In addition to termination, Pangolin reserves the right to pursue all claims for violation of Intellectual Property or other rights and will pursue such actions as are available at law or in equity for continuing, flagrant or egregious violations. In the event of a material breach of this Pangolin License Agreement, you understand that Pangolin may remotely terminate your ability to use the Software, Hardware, PPSEs and/or Related Materials and that such termination may be temporary or permanent, at Pangolin's sole discretion.
Any and all provisions of this Pangolin License Agreement that by their nature are intended to survive termination to fulfill their essential purpose(s), shall so survive.
20. NOTICES: All notices, requests, consents and other communications required, or permitted hereunder shall be provided in writing and delivered by personal service (which shall include delivery by delivery service and overnight delivery service), sent via e-mail to email@example.com (but only if receipt of the e-mail is confirmed by the receiving party), or mailed by United States certified mail as follows: Pangolin Laser Systems, Inc., 1265 Upsala Road, Suite 1165, Sanford, FL 32771 USA. If for you, at the shipping or electronic mail address you have provided. Such communications shall be effective on receipt when personally delivered or confirmed via e-mail, and effective three (3) business days following deposit with the mail carrier for all other allowable forms of notice.
21. GOVERNING LAW AND INTERPRETATION: Any claim, dispute or controversy relating to this Pangolin License Agreement shall be governed and construed exclusively in accordance with the laws of the United States and the State of Florida, without regard to any jurisdiction's conflicts of law rules. The United Nations Convention on Contracts for the International Sale of Goods will not apply. If, for any reason, a court of competent jurisdiction finds any provision of this Pangolin License Agreement to be unenforceable, that provision of this Pangolin License Agreement shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and the remainder of this Pangolin License Agreement shall continue in full force and effect. Venue and jurisdiction for any legal action shall be in the state or federal courts for Orange County, Florida. The headings used in this Pangolin License Agreement and its division into sections and other subdivisions do not affect its interpretation. This Agreement shall not be construed for or against any party as the drafting party.
22. NO WAIVER AND SEVERABILITY: Pangolin's failure to exercise or enforce any right or provision of the Pangolin License Agreement shall not operate as a waiver of such right or provision. Pangolin's performance under the Pangolin License Agreement is subject to existing laws and legal process, and nothing contained in the Pangolin License Agreement is in derogation of our right to comply with governmental, court and law enforcement requirements with regards to your use of our products and services. If any provision or portion of the Pangolin License Agreement is held illegal, invalid, or unenforceable, in whole or in part, it shall be modified to the minimum extent necessary to correct any deficiencies or replaced with a provision which is as close as is legally permissible to the provision found invalid or unenforceable and the replacement, if any, shall not affect the legality, validity or enforceability of any other provisions or portions of the Pangolin License Agreement, and all other provisions of the Pangolin License Agreement shall remain in full force and effect.
23. USER SUGGESTIONS: Unless otherwise expressly agreed to in writing by Pangolin, all suggestions, solutions, improvements, corrections and other contributions related to the any Pangolin products and services ("User Suggestions") are freely offered to Pangolin without any claim to ownership or confidentiality by you or any obligation for implementation by Pangolin. In the event that Pangolin implements a User Suggestion, such implementation shall be owned by Pangolin and nothing in this Pangolin License Agreement shall preclude Pangolin from implementing and using the know-how, techniques or procedures acquired by Pangolin.
24. INDEPENDENT CONTRACTORS: The parties to this Pangolin License Agreement are independent contractors, and this Pangolin License Agreement does not give rise to any partnership, joint venture, employment, franchise, or agency between the parties. Unless expressly authorized to do so under in this Pangolin License Agreement, no party will have the power to bind any other party or incur obligations on any other party's behalf without that party's prior written consent.
25. NO THIRD-PARTY BENEFICIARIES AND ASSIGNMENT: No provision of this Pangolin License Agreement is intended or shall be construed to provide or create any third-party beneficiary right or any other right of any kind in any person or entity, other than the parties and their successors and assigns.
Neither party may assign this Pangolin License Agreement or any of its rights or obligations hereunder without the other's express written consent, except that either party may assign this Pangolin License Agreement to the surviving party in a merger of that party into another entity. Except to the extent forbidden in the previous sentence, this Pangolin License Agreement will be binding upon and inure to the benefit of the respective successors and assigns of the parties.
26. ENTIRE AGREEMENT: This Pangolin License Agreement constitutes the entire agreement with respect to the use of Pangolin products and services, and supersedes all prior or contemporaneous understandings or agreements, written or verbal, regarding such subject matter. In the event of any conflict between the terms of this Pangolin License Agreement and any other Pangolin terms, legal notices, agreements or policies, the terms of this Pangolin License Agreement shall govern. NO REPRESENTATIVE, EMPLOYEE OR DEALER SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THE WARRANTIES PROVIDED HEREIN. No amendment to or modification of the Pangolin License Agreement shall be binding unless in writing and signed by Pangolin Laser Systems, Inc. The parties agree that the terms of this Pangolin License Agreement shall not be construed in favor of or against either party by reason of authorship.
27. ADDITIONAL ASSISTANCE: If you have any questions or concerns about the Pangolin License Agreement or any Pangolin products or services, please send an e-mail to firstname.lastname@example.org, call us at +1-407-299-2088, or write to us at: Pangolin Laser Systems, Inc., 1265 Upsala Road, Suite 1165, Sanford, FL 32771 USA.
28. ELECTRONIC SIGNATURE: You acknowledge and agree that by accessing this Pangolin License Agreement via, without limitation, accessing the Software and/or links made available on, via or within the Pangolin family of websites, that you expressly assent to the terms hereof electronically by clicking on the button labeled "I Agree" or such similar labels as may be designated by Pangolin to accept this Pangolin License Agreement. You acknowledge and agree that by doing so, you are affixing your electronic signature, you are submitting a legally binding electronic signature and you are entering into a legally binding contract and that Pangolin is affixing its electronic signature by making this Pangolin License Agreement available on Pangolin's web site. You acknowledge that your electronic submissions constitute your agreement and intent to be bound by this Pangolin License Agreement. Pursuant to any applicable statutes, regulations, rules, ordinances or other laws, including without limitation the United States Electronic Signatures in Global and National Commerce Act, P.L. 106-229 (the "E-Sign Act") or other similar statutes, YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS AND OTHER RECORDS AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES AND RECORDS OF TRANSACTIONS INITIATED, COMPLETED OR OFFERED BY PANGOLIN. Further, you hereby waive any rights or requirements under any statutes, regulations, rules, ordinances or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by other than electronic means.
Effective: July 5, 2018
Terms and Conditions of SaleThese terms and conditions form an integral part of, and are incorporated by reference into, the purchase order – PO, order request via Pangolin’s website, or written order via email. Receipt of these terms and conditions with an official Pangolin invoice, sales order, rental booking, or demo booking constitute an acceptance of these Terms and Conditions by both parties noted within the agreement.
DEFINITIONS:Pangolin Projector Referral Network, LLC Terms & Conditions of Sale of Goods
"Pangolin“ refers to Pangolin Projector Referral Network, LLC with a usual place of business located at 1265 Upsala Road, Suite 1165, Sanford, FL 32771, selling the Product(s) covered by the General Terms and Conditions of Sale (the “Terms”) set forth in this document.
The term “Buyer" means a person or company that submits a written order (a “Purchase Order,” or “PO”) or who submits an order request via email, telephone, or the Pangolin Projector Referral Network, LLC website (www.lasershowprojector.com), and who receives and accepts a Pangolin quotation. Pangolin and the Buyer are sometimes referred to in these Terms jointly as the “Parties” and severally as a “Party.”
The terms "Product" and “Products” mean the Product or Products proposed for sale by Pangolin. Pangolin’s acceptance of an order from the Buyer and/or the Buyer’s written acceptance of a price quotation are both referred to as an “Acceptance.”
“Incoterms® 2010” means the 2010 edition of the International Commercial Terms published by the International Chamber of Commerce.
1. Formation of Contract, Purchase Order, and Acceptance. A binding, noncancellable contract for the sale of Products (an “Accepted Order”) is formed when the following three (3) events occur:
1) Pangolin issues a quotation in response to an inquiry from a Buyer or a Buyer submits a PO, order request via Pangolin’s website, or sends a written order via email (or a Release under an existing Blanket Order) to Pangolin;
2) the Buyer accepts Pangolin’s quotation or Pangolin accepts the Buyer’s PO, order request via Pangolin’s website, or written order via email, or ships a Product in response to the Release; and
3) these Terms are included as part of the Accepted Order. Pangolin’s agreement to sell the Products specified in the Accepted Order is expressly conditioned upon acceptance of these Terms. Pangolin hereby objects to any additional or different terms and conditions contained in the Buyer’s PO, none of which shall be binding upon Pangolin unless specifically agreed to in writing and signed by an authorized representative of Pangolin. Failure by Pangolin to object to a specific provision contained in the Buyer’s PO shall not in any way be deemed an alteration to or waiver of any one of these Terms. Pangolin’s acceptance of the Buyer’s PO, order request via Pangolin’s website, or written order via email can be made only by written Acceptance. In the event of conflict between a provision of these Terms and the Accepted Order, the provision in the Accepted Order that varies the standard Term shall take precedence.
2. Prices & Shipments. All shipments are EXW (Incoterms® 2010) Pangolin’s manufacturing and shipping points, which may be located at the following addresses. Pangolin also reserves the right to ship from a different addresses note specified here, depending on the nature of the order: 1265 Upsala Road, Suite 1165, Sanford, FL 32771 - USA Opavska 24 831 01 Bratislava 37 – Slovakia, Europe Where title and risk of loss will pass from Pangolin to the Buyer. The Buyer is responsible for all costs of transport and insurance unless the Buyer requests that such items be included as part of the Purchase Order and Pangolin accepts. Prices do not include any goods, services, technical data, documentation, proprietary rights, installation assistance, or testing that are not specifically stated in the Accepted Order. Prices are valid for 7 days from the date on a quotation unless otherwise stated by written notice (email is acceptable).
3. Legal Compliance, Taxes & Other Charges. The Parties agree to comply with all applicable laws, rules, and regulations surrounding the use of equipment sold from Pangolin to Buyer. Unless otherwise stated in the Accepted Order, the Buyer is responsible for the ultimate payment of all federal, state, local, foreign or provincial, present or future, sales, revenue, or excise tax, value added tax, turnover tax, import duty (including brokerage fees) or other tax, however characterized, applicable to the manufacture or sale of any Product (“Sales Taxes”). The prices for Products do not include Sales Taxes, which will be added to the sales price where Pangolin has a legal obligation to collect them. If the Buyer is exempt, the Buyer shall provide Pangolin with the documentation necessary to support such a claim and to allow Pangolin to document its decision not to collect such Tax.
4. Changes. 20 (Twenty) days or more prior to the scheduled initial shipment date the Buyer may request changes to an Accepted Order and Pangolin will quote the changes in price, time of delivery, or other terms that may result from the requested change. The proposed change shall not become effective unless and until the Buyer issues a PO, order change request via Pangolin’s website, or written order change via email recording the change and Pangolin has confirmed its acceptance in writing. No change will be accepted if it would result in (i) a delay of the Accepted Order’s initial shipment by more than thirty (30) days of the date of the PO, order change request via Pangolin’s website, or written order change via email, or (ii) the Accepted Order’s not being completed, with all shipments made, within one (1) year from the date of the Accepted Order.
5. Delivery Dates. Pangolin will make reasonable commercial efforts to meet the delivery date(s) quoted, however, Pangolin does not assume liability, consequential or otherwise, because of any delay or failure to deliver all or part of an order for any reason. If Pangolin needs information, sample material, or documentation from the Buyer in order to manufacture the Products, then all delivery dates are predicated upon prompt and timely receipt from the Buyer of the necessary information, sample material, documentation etc.
6. Credit & Payment Terms. Payment terms are 100% pre-payment, for all Product(s) ordered from Pangolin. Payments are non-refundable as all products are custom built to order, for client's intended use. We will work with clients to change or modify an order as needed and approved by Pangolin. Net thirty terms may also be granted by Pangolin, with written agreement from Pangolin, and with the express understanding that the Buyer is fully responsible for full payment. Net thirty terms constitute payment thirty (30) days from date of shipment, when full payment for the entire shipment will be due, unless other arrangements are specifically stated in the Accepted Order. All payment terms are conditioned upon approval of the Buyer’s credit and may be withdrawn or amended at any time by Pangolin at its discretion. Pangolin reserves the right to change the credit terms provided herein, refuse shipment or cancel unfilled orders at any time when, in its opinion, the financial condition or previous payment record of the Buyer so warrants. The Buyer will pay Pangolin a $100 administrative fee in each case when the Buyer’s payment is rejected by the bank, or other entity processing the payment. No cash discounts for early payment will be granted. The Buyer will be delinquent if payment is not remitted according to the applicable terms. Interest shall accrue on delinquent invoices at the rate of 1.5 percent per month, subject to applicable laws, on the amount of the unpaid balance from the original due date of the invoice. In the event Pangolin refers delinquencies to an attorney or an agent for collection, the Buyer shall pay all costs of collection, including reasonable attorney’s fees. Should the Buyer become delinquent in the payment of any sum due hereunder, Pangolin reserves the right to terminate or suspend performance of the Accepted Order.
7. Packaging and Shipping. Pangolin shall (i) ship all of the Products covered by the applicable PO, order request via Pangolin’s website, or written order via email within one year from the date of the PO, order request via Pangolin’s website, or written order via email; (ii) ship in accordance with the instructions appearing on the face of the PO, order request via Pangolin’s website, or written order via email, using its best commercial efforts to ship no more than seven (7) days prior to or three (3) days later than the dates requested and agreed upon. Pangolin shall provide suitable protective packing to permit safe transportation and handling at no additional charge and Pangolin shall bear no responsibility for damage due to improper packing of the Products. Damage to any items resulting from improper packaging need to be brought to the attention of Pangolin within two (2) days receipt of Product(s) and Pangolin will work with Buyer to find an agreed upon solution.
8. Security Interest (Equitable Charge). The Buyer agrees that Pangolin will retain a security interest (or “equitable charge”) in the Products and any proceeds thereof to secure any portion of the purchase price not paid, and the Buyer will, on request, execute a security agreement in such form as is required by Pangolin. Pangolin shall have all rights and remedies accorded by law or equity to a secured creditor, including the right to enter upon the premises where the Products are located for purposes of removing or rendering them inoperative, and all such rights and remedies shall be cumulative. The Buyer shall maintain insurance against all risks to cover full replacement value of the Products until Pangolin has been paid in full.
9. Ethics. Pangolin is committed to uncompromising ethical standards, strict adherence to laws and regulations, and customer satisfaction. Both Parties will comply with all applicable national, state, provincial, and local laws, ordinances, rules and regulations relating to the sale of Product(s) from Pangolin to Buyer.
10. Acceptance Criteria & Documentation. Unless the Parties agree in advance on a written acceptance test, the Buyer agrees to accept the Products upon delivery to the EXW location. Within seven (7) business days of delivery to the EXW location, the Buyer must inspect the Products and notify Cambridge Technology by e-mail of any obvious physical defects, or quantity underages or overages.
11. Specifications. Pangolin will note all specifications for Products on their website (www.lasershowprojector.com). Those Specifications will be the only specifications applicable to the Accepted Order. If the Parties have agreed in the Accepted Order to modify the Specifications to meet the Buyer’s particular application, then the Specifications will be deemed to be the Specifications as so modified. The Buyer agrees that it has had the opportunity to examine any specifications, blueprints, drawings, data or samples that it has requested from Pangolin. The Buyer agrees that based on this evaluation it has decided that the Products will be merchantable and adequate for the purpose intended by the Buyer, and the Buyer is not relying on any superior knowledge of Pangolin. In that event that product received by Buyer from Pangolin, does not exactly match the specifications listed on Pangolin’s website, Pangolin will work with Buyer to find an amicable resolution, as agreed upon by both Pangolin and Buyer.
12. Compliance and Safety: Buyer expressly agrees to operate any Product(s) purchased from Pangolin, in accordance with all rules and regulations set forth within the area where said Product(s) will be operated. Buyer understands and agrees that Pangolin is not responsible nor liable, for any fines, fees or penalties that result from Buyer not adhering to local rules and regulations, that relate to the use of purchased Product(s) from Pangolin. In addition, Buyer agrees that Pangolin is not liable for any damages that may be caused to third party equipment or people that may come in contact with Products sold by Pangolin to Buyer. Buyer waives all rights relating to legal action against Pangolin, for use or purchase of Products from Pangolin.
13. Limited Warranty: Except if specifically otherwise set forth in these Terms, Pangolin warrants that its Products will be free from defects in materials and workmanship and will conform to the Specifications for a period of one (1) year from the date of delivery of the Products to the EXW location. Pangolin will repair or replace a Product returned by the Buyer under a valid Return Material Authorization (“RMA”) issued by Pangolin that is determined by Pangolin to have a defect in materials and/or workmanship that makes it not in compliance with the Specifications. This warranty is void if the Product is damaged by misuse, mishandling, disassembly, improper installation, installation in a system with which it is not compatible, neglect, accident, modification, contamination, or testing or handling by any party not under the direct control of Pangolin. "Misuse" includes both the use of Pangolin Products with incompatible third party products resulting in damage to the Pangolin Product, and also exposure to temperatures, pressures, humidity or other conditions for which it was not designed, as set forth in the Specifications. The Buyer is responsible for any shipping and handling charges for returning and receiving Products for repairs, unless otherwise agreed. Pangolin will choose the carrier and level of service. The Buyer is responsible for repair charges and all shipping charges for repairs determined by Pangolin to be non-warranty repairs. All repairs are warranted for a period of 90 days or the remainder of the original warranty period, whichever is longer, for the repaired portion of the Product. Pangolin’s sole liability for any use of its Products, regardless of the operating condition of such Products, is limited to repair or replacement of the Product. The Buyer holds harmless and indemnifies Pangolin from any and all other claims resulting from the use of Pangolin products. The benefit of this Warranty shall apply only to the Buyer. THE FOREGOING WARRANTY AND REMEDIES ARE EXCLUSIVE AND MADE EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED, IMPLIED OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Pangolin DOES NOT ASSUME OR AUTHORIZE ANY OTHER PERSON TO ASSUME FOR IT ANY OTHER LIABILITY IN CONNECTION WITH ITS PRODUCTS.
14. Exclusive Remedies. THE REMEDIES PROVIDED HEREIN ARE THE BUYER'S SOLE AND EXCLUSIVE REMEDIES. NEITHER Pangolin NOR THE BUYER SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OR LOST BUSINESS OPPORTUNITY, WHETHER BASED ON CONTRACT, TORT OR OTHER LEGAL THEORY ARISING OUT OF THE SALE, INSTALLATION, SERVICE, OR USE OF THE PRODUCTS, EVEN IF Pangolin HAS BEEN ADVISED OF THE LIKELIHOOD OF SUCH LOSSES. IN NO EVENT SHALL Pangolin’s LIABILITY EXCEED THE AMOUNT THAT HAS THEN BEEN PAID TO Pangolin BY THE BUYER FOR THE DEFECTIVE PRODUCTS UNDER THE PO, ORDER REQUEST VIA PANGOLIN’S WEBSITE, OR WRITTEN ORDER VIA EMAIL. Pangolin NEITHER ASSUMES NOR AUTHORIZES ANY AGENT, EMPLOYEE, REPRESENTATIVE, OR ANY OTHER PERSON TO ASSUME FOR IT ANY OTHER LIABILITY IN CONNECTION WITH THE SALE, INSTALLATION, SERVICE OR USE OF ITS PRODUCTS.
14. Patents, Indemnification. (a) Indemnification: Subject to the limitations set forth in the Accepted Order, Pangolin will defend any suit or proceeding brought against the Buyer if it is based on a claim that any Product furnished hereunder constitutes an infringement of any U.S., Canadian, Japanese, EU, China or EFTA member country intellectual property rights. Pangolin must be notified promptly in writing and given full authority, information, and assistance for defense of the suit. Pangolin will not be responsible for any settlement made without its written consent. In no event shall Pangolin’s liability for all damages and costs (including the costs of the defense by Pangolin) exceed the contractual value of the Products or services that are the subject of the lawsuit. In providing such defense, or in the event that such Product is held to constitute infringement and the use of the Product is enjoined, Pangolin, in its discretion, shall procure the right to continue using such Product, or modify it so that it becomes non-infringing, provided that any such replacement or modified Product comply with the applicable Specifications as to form, fit and function, or remove it and grant the Buyer a credit for the depreciated value thereof. The foregoing remedy is exclusive and constitutes Pangolin’s sole obligation for any claim of intellectual property infringement and Pangolin makes no warranty that Products sold hereunder will not infringe any intellectual property rights. (b) Pangolin Retains its Intellectual Property: The sale of any Products hereunder does not convey any license by implication, estoppel, or otherwise covering any Pangolin patent, copyright, trade secret, Specification, design, know how, or other intellectual property. (c) Modifications and Combinations. Pangolin has no liability for any claim based upon the (i) combination, operation or use of any Product supplied hereunder with equipment, devices, or software not supplied by Pangolin; or (ii) modification or alteration of any Product supplied hereunder; or (iii) Pangolin’s compliance with the Buyer’s designs, specifications, or instructions. The foregoing states the entire obligation of Pangolin with respect to infringement or the like. (d) Buyer’s Infringement. The Buyer shall at its own cost and expense defend and hold Pangolin harmless against any expense, judgment or loss for alleged infringement of any claim of a patent which results from Pangolin’s compliance with the Buyer’s designs, specifications, or instructions.
15. Confidentiality. Both Pangolin and the Buyer agree not to disclose to any party not having a legitimate need to know in connection with the implementation of the PO, order request via Pangolin’s website, or written order via email any information of the other party, respectively, that is identified in writing at the time of initial disclosure as “confidential,” “proprietary,” “company private,” or other word of similar meaning. 17. Miscellaneous.
a. Applicable law and Jurisdiction. The Accepted Order shall be deemed to be made and entered into in Florida and shall be governed by and interpreted in accordance with its laws, rules and regulations. The courts of Orange County, Florida will have jurisdiction over any dispute which may be brought in connection with the breach or interpretation of the Accepted Order.
b. Proprietary Rights. Pangolin retains for itself all proprietary rights in and to all designs, engineering details, and other data and materials pertaining to all goods supplied by Pangolin and to all discoveries, inventions, patents and other proprietary rights arising out of the work done in connection with the Products or with any and all Products developed as a result thereof, including the sole right to manufacture any such Products. The Buyer warrants that it will not divulge, disclose or in any way distribute or make use of such information, and that it will not manufacture or engage to have manufactured such Products. The Buyer warrants that it has all right, title and interest in all products, drawings, designs, documents and specifications that it provides to Pangolin in providing Products for the Buyer. The Buyer shall at its own cost and expense, indemnify, defend and hold Pangolin harmless from and against any breach of the foregoing warranty.
c. Force Majeure. Pangolin shall not be responsible for any failure to perform the Accepted Order due to causes beyond its reasonable control, including, but not limited to, acts of God, labor disputes or shortages, acts of government or judicial action, or inability or delay in securing parts or components, all whether foreseen or unforeseen.
d. Assignment. None of the rights, duties or obligations set forth in the Accepted Order may be assigned, transferred or delegated by one Party without the prior written consent of the other Party.
e. Non-waiver. A Party's failure to insist on performance of any of the terms or conditions herein or to exercise any right or privilege that such Party has under these Terms shall not thereafter be considered a waiver of that or any other terms, conditions or privileges, whether of the same or similar type.
f. Entire Agreement. An Accepted Order supersedes any and all prior agreements, offers, quotations, written or verbal messages, and any other communications and sets forth the entire agreement and understanding of the Parties with respect to the purchase and sale of the Products covered by that Accepted Order. No modification, amendments, or supplements to an Accepted Order shall be effective for any purpose unless in writing and signed by each Party. Whenever the permission or consent of either Pangolin or the Buyer is required or permitted under an Accepted Order, such permission or consent will be in writing and will not unreasonably be withheld, delayed, or made subject to any condition not specifically provided for in the Accepted Order. Titles and captions are used for convenience of reference only and may not be considered in the interpretation or construction of an Accepted Order.
g. Severability. Every provision of these Terms is intended to be severable. If any provision is determined by a court or agency of competent jurisdiction to be invalid or unenforceable, the Parties agree that such illegality or invalidity shall not affect the validity or legality of the remainder of these Terms. The Parties shall meet to discuss the issue and shall agree to revise this Agreement by deleting the invalid or unenforceable provision and substituting in its place another provision of similar economic effect which would be valid and enforceable. The Terms, as amended by such deletion and revision, shall continue in full force and effect.
h. Conduct on the Buyer’s Premises. In connection with the installation, repair or replacement of a Product, it may become necessary for an employee or agent of Pangolin (a “Pangolin representative”) to be present on the Buyer’s premises or place of installation. Should that occur, the Parties will in advance negotiate and enter into a Premises Agreement, a draft of which Pangolin will provide. In the Premises Agreement the Parties will include conditions appropriate to the particular situation, including payment for non-warranty repairs, and the workplace safety, security, and confidentiality rules applicable to Pangolin’s personnel. The Premises Agreement will also cover the fact that the Pangolin representative will not be required to work significantly longer hours than his regular work day, or under hazardous or unusual conditions.
Product WarrantyThis Warranty Statement only applies KVANT and Unity Laser Projectors, and Laser Control Software, Laser Control Hardware, Safety Products, and FX accessories manufactured by Pangolin Laser Systems, Inc. as sold by Pangolin Projector Referral Network, LLC via www.lasershowprojector.com.
The seller is responsible for the defects of goods and services at the time of delivering the goods or provision of services or within the warranty period.
The warrantee period is determined to be at least 24 months from the day of the concluding purchase agreement or limited by the use by date of the goods and begins on the day of accepting the goods and confirming the necessary documents connected with the goods by an authorized person with the exception of machine parts that have naturally limited lifespan (laser diodes and scanner parts).
Complaints are possible only with respect to goods purchased (after payment) from the seller. To file a complaint the buyer is obliged to email email@example.com, documenting the complaint and wait for the seller’s instructions, and subsequently to deliver the goods in question clean, mechanically undamaged, including manuals and warranty card or an invoice to the seller.
The goods the complaint relates to are not to be sent via recorded delivery as the seller does not accept recorded deliveries.
Information about service centers for warranty and post-warranty service is stated on the back page of the warranty card or the seller will inform the buyer of them by phone or email.
After the successful filling in and sending off of the complaint form the buyer will receive an automatic confirmation of the complaint being received by an email. After filing a complaint the buyer will follow the instructions stated in the warranty card or he or she will contact the seller for clarification as to the filing of a complaint.
The seller will process the complaint immediately, in more complicated cases within 60 days of the complaint proceedings beginning.
The buyer is not entitled to use the warranty for defects he or she was notified of at the time of concluding the agreement or of which he or she must have known considering the circumstances at the time of concluding the agreement.
The entitlement to use the warranty expires also by not informing of the obvious defects when accepting the goods, inexpert or harsh use or neglecting care of the goods, mechanical damage to the goods done by the buyer or the use thereof in conditions that do not correspond to natural environment.
The complaint may result in:
- repair of the goods
- exchange of the goods
- refunding of the purchase price
- payment of an appropriate discount on the price of the goods
- rejecting the complaint with giving the rationale for doing so
The buyer will be notified of the result of the complaint immediately after the end of the complaint proceedings by phone or email and at the same time a complaint protocol will be delivered to him or her by email or post together with the goods.
Shipping PolicyAll laser projectors and systems sold through Pangolin Projector Referral Network, LLC, are custom built to order, and will be shipped to you directly from the manufacturing factory to the address provided when placing your order. Client’s are responsible for shipping costs unless otherwise noted, and shipping costs will be shown in our webshop at the checkout page, when placing your order. We will also list the applicable shipping costs on the invoice sent to you, once the order is processed. Build and export times very depending on the time of order, but generally systems will ship between 2-4 weeks time.
All systems are shipped with FedEx, UPS or Cargo Partner. For orders in the USA, FedEx is the most commonly used method of transport. We can arrange the shipment on our FedEx account, and in doing so, applicable shipping costs will be noted in our webshop when checking out, and on the invoice sent to you, once the order is processed. For orders placed in Europe and other geographic areas, we generally ship with TNT or FedEx. Shipping costs will again be noted in our webshop, or on the invoice or pro-forma invoice sent to you during the order process. For large orders, we can also use Cargo Partner as a shipping provider. This is only used in rare cases though, when the size of the shipment may be deemed too costly, to use a more standard shipping provider like FedEx or TNT.
USING YOUR OWN SHIPPING PROVIDER AND ACCOUNT
We can also arrange for systems to be shipped using your own shipping account. When using your own shipping provider, please let us know your shipping account number when placing the order. This service is only available when using FedEx, DHL or UPS.
CONFIRMATION OF SHIPMENT
Once the purchased laser systems are finished in production, we will contact you with all application shipping and tracking information. This information will be sent to you via email, to the email address provided at the time of order.
IMPORTATION, DUTIES AND TAXES
All laser systems sold from Pangolin Projector Referral Network LLC, into the United States, are certified and compliant with all US CDRH and FDA regulations. For US clients:When the systems export, you will be emailed the corresponding CDRH and FDA paperwork, showing that the systems purchased are compliant and certified. You will also receive an import ID form, for customs purposes. Clients are responsible for any applicable duties and taxes, that may be charged for the importation of systems. For EU and International clients: All systems purchased will be shipped directly to the address provided when ordering. Clients are responsible for any application customs duties and or taxes.
Last updated on January 28, 2016.