Terms of Sale
Effective: December 05 2019
1. INPORTANT NOTICES
1.1 THESE TERMS OF SALE ("TERMS") CONSITUTE A BINDING LEGAL CONTRACT BETWEEN: NREAL TECHNOLOGY LIMITED AS THE SELLER (WITH REFERENCES TO “NREAL”, "US", "WE", OR "OUR" BEING CONSTRUED ACCORDINGLY), LOCATED AT 15/F, BUILDING A2, AVIC PLAZA, HAIDIAN DISTRICT, BEIJING 100098, PRC, WITH EMAIL ADDRESS AT: firstname.lastname@example.org, AND YOU AS THE PURCHASER (WITH REFERENCES TO "YOU" OR "YOUR" BEING CONSTRUED ACCORDINGLY).
THESE TERMS APPLY TO ALL PURCHASES OF THE NOT-COMMERCIALLY-AVAILABLE, NOT-FOR-END-USER AND NON-DISTRIBUTABLE NREAL “LIGHT” (AS TEMPORARILY IS) MIXED REALITY DEVICES (INCLUDING, WITHOUT LIMITATION, HARDWARE, SOFTWARE, LICENSE RIGHTS, TRADEMARKS INCLUDING “NREAL”, AND SERVICE USE RIGHTS CONNECTED THEREIN OR THERETO) (THE "MODELS"), WHICH OCCUR ONLY WHEN YOU HAVE EXPRESSED YOUR INTENTION TO PURCHASE FROM US THE MODELS FIRST AND YOU HAVE CLICKED ON A LINK SENT FROM US AS OUR ACKNOWLEDGEMENT OF SUCH INTENTION AND AFTER BEING DIRECTED TO RELEVANT WEBPAGE, YOU HAVE PROCEED TO “CHECKOUT” AS SHOWN ON SUCH WEBPAGE (THE WEBPAGES AND SUCH OTHER MEANS, A "NREAL ONLINE SALE"). PLEASE READ THESE TERMS CAREFULLY BEFORE PURCHASING ANY MODELS FROM US. IF YOU DO NOT AGREE WITH THESE TERMS, YOU MAY NOT PLACE AN ORDER. BY PLACING AN ORDER, YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THESE TERMS WITH US. IF YOU PLACE AN ORDER ON BEHALF OF AN ENTITY, YOU FURTHER REPRESENT THAT SUCH ENTITY IS A VALID LEGAL ENTITY IN THE JURISDICTION IN WHICH IT WAS FORMED, AND THAT YOU HAVE THE AUTHORITY TO ENTER INTO THESE TERMS ON BEHALF OF YOUR ENTITY AND BIND SUCH ENTITY TO THESE TERMS. BY ORDERING MODELS THROUGH NREAL ONLINE SALE OR BY ACCESSING OR BROWSING SUCH WEBPAGES, YOU SIGNIFY YOUR ACCEPTANCE OF THESE TERMS. THESE TERMS MAY CHANGE FROM TIME TO TIME, SO DO PLEASE REVIEW THEM UPON SUBMISSION OF EACH ORDER (IF ANY), EVEN IF YOU HAVE REVIEWED THEM BEFORE.
2. LIMITED PURPOSES OF YOUR ORDER
2.1 You acknowledge and accept that the Models you purchase from us are not commercially available and not for end users, therefore you may only place your order and your order may only be accepted by us provided that the order is for the sole purposes of you to: (i) develop and test content and software applications on the Models; (ii) evaluate the Models’ capabilities on 4G and 5G networks operated by any applicable network operators where you are located; (iii) demo, exhibit and display the Models to any partners of you or at any expositions; and (iv) not meet any of the conditions set out in the following section 2.2 (collectively the “Purpose”).
2.2 In addition to section 2.1 above, you particularly agree that you shall not: (i) reverse engineer, disassemble, decompile, translate, reconstruct, transform, port, tamper with, or create derivative works from the Models; (ii) defeat or circumvent, attempt to defeat or circumvent, or authorize or assist any third party in defeating or circumventing any encryption or security protocols of the Models; (iii) apply any process, code, virus, spyware or procedure to the Models that is intended to derive the source code, object code, algorithms, equations, private information or formulas of any technology included in the Models; (iv) release the results of any performance or functional evaluation of the Models to any third party; (v) resell or distribute the Models to any third party; (vi) use the Models to directly or indirectly develop any product or service that competes with the Models; or (vii) by action or omission, use, display, perform, distribute, exhibit, or otherwise exploit the models or any of their component parts in any manner that expands upon the very limited scope of the Purpose set forth in this Agreement, or that is inconsistent or in conflict with the terms of this Agreement.
2.3 You hereby warrant to us that any purpose or actual use by you of the Models other than the Purpose specified in section 2.1 shall constitute a violation to this Terms of Sale and Nreal shall be entitled to cancel, suspend, withdraw or whatsoever your order and request the return of the Models from you at your own cost immediately. Nreal is entitled to any compensation or remedies under any applicable law and claim any loss or damage suffered by us from you as a result of your breach of the obligations herein at any time we identify that you are in breach of this section 2.
3. ORDER PLACEMENT AND ACCEPTANCE; ONLINE CONTRACTING
3.1 We attempt to describe the Models available through Nreal Online Sale as accurately as possible. However, we do not warrant that the prices, quotations, anticipated delivery dates, and descriptions made or referred to on Nreal Online Sale or any related websites are accurate, complete, reliable, current, or error-free. The prices, quotations and descriptions made on Nreal Online Sale are subject to availability, do not constitute an offer and may be withdrawn or revised at any time prior to our express Acceptance of your order (as described below).
3.2 All Model specifications, illustrations, drawings, particulars, dimensions, performance data and other information on Nreal Online Sale or related websites, or otherwise made available by us, are intended to represent no more than a general illustration of the Models and do not constitute a warranty or representation by us that the Models will conform with the same. You must refer to the manufacturer's specifications or warranty documentation (if any) to determine your rights and remedies in this regard.
3.3 While we make every effort to ensure that Models appearing on Nreal Online Sale are available, we cannot guarantee that all Models are immediately available when you submit your order. We may reject your order (without liability) if we are unable to process or fulfill it. If this is the case, we will refund any prior payment that you have made for that Model.
3.4 An order submitted by you only constitutes an offer by you to us to purchase Models or subject to these Terms at the price and on the terms stated in the order, and is subject to our subsequent Acceptance (as defined below), irrespective of whether the button or link you click or activate to submit your order to us includes words such as “complete order” or otherwise indicates that it is the final step in completion of your order. Any order confirmation email received by you prior to our Acceptance shall constitute an acknowledgement of our receipt of your offer only, and not an acceptance of your offer.
3.5 You acknowledge and agree that if you are placing an order through a website, by clicking or activating the button or hyperlink to submit your order, you are placing a legally binding offer. You consent to: (i) the use of electronic communications in order to enter into contracts and place orders with us; and (ii) the electronic delivery of notices, policies and records of transactions initiated or completed by you online. You have the right to withdraw your consent to electronic contracting and to electronic delivery, but if you do, we may cancel your order and/or your access to any of Nreal’s websites. If you do not consent to receive any notices electronically, you must stop using Nreal Online Sale or any of Nreal’s websites.
3.6 Our acceptance of your order only occurs at such time that we have both (a) dispatched your Model order, and (b) received payment of the purchase price of your order through settlement of funds via your provided credit card or other payment method ("Acceptance"). We may cancel your order at any time and for any lawful reason prior to Acceptance. Prior to Acceptance, an automatic e-mail confirmation of your order may be generated. Please note that any such automatic confirmation does not constitute a formal acceptance of your order. You may cancel your order at any time before our Acceptance or the Models you ordered have been dispatched.
3.7 We may keep records of orders received, automatic confirmation, acceptances and other contract records after Acceptance for a period not to exceed the maximum period permitted by law. We may be able to provide you with copies on written request; however, you must make sure you print a copy of all such documents and these Terms for your own records.
3.8 If we have cause to believe that you are unable to pay your debts as they fall due, you fail to pay any amount by the due date or breach any of these Terms, we believe you have engaged in fraud or criminal activity in connection with your use of Nreal Online Sale, or we are unable to process payment to the payment method you provided with your offer, then, without prejudice to any other rights of us, we may do any or all of the following: (a) stop any Models in transit to you; (b) suspend further deliveries of Models if on an ongoing basis; and/or (c) cancel any and all other contracts between us and you.
4. PRICING AND PAYMENT
4.1 Prices shown in your order, which are the prices for the Models you purchase only, do not include applicable sale or use or value-added taxes, tariffs, shipping and regulatory fees as the case may be, and shall be borne and handled exclusively by you. Entering a shipping address and/or billing address in a jurisdiction other than the default jurisdiction on the page presented to you may result in changes due to differences in jurisdictional regulatory fees, shipping costs, tariffs and tax. If the price of a Model is obviously incorrect, regardless of whether it is an error in a price posted on Nreal Online Sale or otherwise communicated to you, then we reserve the right, at our sole discretion, to cancel your order and refund to you the amount that you have paid, regardless of how the error occurred.
4.2 We might change the prices for Models we offer on the Nreal Online Sale or elsewhere available to you, but if we do, that change will not apply to an order you have already placed. Prices may be indicated on Nreal Online Sale or in an order confirmation email but the authoritative price in the event of any discrepancy, is the price that is notified to you upon our Acceptance through the charge placed through your selected payment method. Payment shall be made by the payment method made available to you and selected during your order completion process through Nreal Online Sale. When you place an order, you authorize us to charge credit, debit cards or any third-party payment on dispatch of the Models. We reserve the right to verify and/or authorize credit or debit card payments prior to Acceptance.
4.3 Except as expressly provided elsewhere in this Terms of Sale or on Nreal Online Sale, payment may be taken in full notwithstanding any claim for short delivery or defects.
4.4 It is your obligation to pay the amount due in full by the due date as shown on applicable payment page, or where the payment is invoiced, within the due date as specified on the invoice. Until we receive full payment of your order, we are entitled to not deliver to you the Models and all titles on the Models remain with us except the risk of loss of or damage to the Models which shall exclusively be with you. In the event the Models are delivered to you before we receive the full payment of your order, we are entitled to instruct relevant shipping service provider not to deliver the Models to you, or if you have been delivered the Models, you are obligated to pay the amount due in full within three (3) business days upon the delivery of the Models, failing which, we may (a) by notice declare all amounts unpaid at that date to be immediately due and payable, and (b) take all actions determined necessary and appropriate by us to collect such unpaid amount or retake possession of the Models.
4.5 If you elect to use the services of a third party payment or billing provider in connection with your purchase from us, your use of such services will be subject to the applicability of Nreal Online Sale to and the terms and conditions of the third party provider. You may be required to create an account with such third party provider and/or provide that third party provider with your bank account or credit/debit card details. We are not responsible for, and you agree to hold us harmless from and against any liability resulting from, the acts or omissions of any third party payment or billing provider.
4.6 Any extension of credit allowed to you may be changed or withdrawn at any time. Interest shall be chargeable on overdue amounts accruing on a daily basis at the maximum amount permitted under applicable law from the due date for payment until our receipt of the full amount (whether before or after judgment). You shall indemnify us on demand against any out of pocket expenses incurred in relation to recovery of any overdue amounts.
5.1 We will use all commercially reasonable efforts to deliver Models in a timely manner. Delivery timescales/dates specified on Nreal Online Sale or in the email confirmation or elsewhere are estimates only.
5.2 It is your responsibility to submit to us your valid, accurate and up-to-date address for delivery when you place your order ("Delivery Address") and check and notify us of any errors or omissions as soon as possible. Note that we may only deliver the Models to the address you submit to us when you place your order and accepted by us. We reserve the right to charge you for any extra costs arising from changes you make to the Delivery Address after you submit an order.
5.3 Save as otherwise provided in this Terms of Sale, risk of loss of or damage to the Model passes to you upon delivery of a Model to the Delivery Address (if no signature is required for delivery, you accept all risk of loss for theft or loss of the delivered Model following delivery to the Delivery Address).
6. RETURN; DEFECTS OF MODELS; PRIORITY SERVICE PLAN
Subject to any rights you have under applicable law in your jurisdiction that cannot be excluded or limited by these Terms:
6.1 As purchasers of our Models, subject to sections 6.4 and 6.6 below, you are entitled to return the Models within 7 days upon delivery and 15 days to replace the Models within 15 days upon delivery.
6.2 WE HEREBY WARRANT TO PURCHASERS WHO HAVE PURCHASED OUR ONE-YEAR SERVICE PLAN ALONG WITH YOUR PURCHASE, YOU WILL ENJOY THE BENEFITS LISTED UNDER SECTION 6.3, PROVIDED THAT YOU ARE THE ORIGINAL PURCHASER OF THE MODELS AND NONE OF THE EXCEPTIONS UNDER SECTIONS 6.4 (WITH REFERENCE ONLY TO PARAGRAPH TWO) AND 6.5 (ONLY WHERE THE DEVICES ARE DELIVERED BY A CARRIER OTHER THAN BY OUR OWN TRANSPORT OR BY A CARRIER ON OUR BEHALF) SHALL APPLY.
6.3 Subject to and within the WARRANTY in section 6.2 above, you are entitled to:
(a) in the case you have changed your mind, return the Models according to section 6.1;
(b) in the case of failure to perform or defective performance or any damage to or loss in a Model, replace it according to section 6.1 upon your returning the Model;
(c) in the case of failure to perform or defective performance or any damage to or loss in a Model, have the Model repaired by us upon your returning the Model; and
(d) early access to future Nreal products, conferences, events, and/or some of our software and developer tools.
6.4 However, your rights to return or repair or replace any Models or any part or parts thereof which are found to be defective will (except where agreed otherwise) be negated or rendered void where Models have been repaired or altered by persons in advance other than us or our authorized or designated repairers in your jurisdiction; defective Model or Models have not been returned together with full details in writing of the alleged defects; and/or defects are due (wholly or partially) to mistreatment, unintended or improper use (i.e. for purposes other than the Purpose defined in this Terms of Sale or the ordinary purpose of the Models) or storage or maintenance or installation, or your negligence or your failure to observe any instructions or other directions issued or made available by us in connection with the Models.
6.5 In the event any damage to or loss of the Models or any part thereof are caused in transit (where the Models are carried by our own transport or by a carrier on our behalf), you should notify us in writing or contact our support staff at email@example.com of such damage or loss within 5 working days upon your receipt of the Models (if damaged) or 5 working days of the anticipated delivery date of the Models (if lost), we will work with you for any possible remedies within the scope of applicable law. However, if the damage or loss is caused not by our own transport or by a carrier on our behalf, you may have to contact the specific carrier for any remedy according to the policies of such carrier.
6.6 Whenever you desire to return Models pursuant to section 6.1 above, you must follow the order below to:
(a) contact our Supporting Contact at firstname.lastname@example.org for support, attaching clear pictures of the packaged Models for us to review if you meet our conditions for returning;
(b) prepare your Models for shipment and package the Models (along with any of their component parts and/or accessories) securely; and
(c) hand the Models over to a shipping service provider.
6.7 If you refuse or fail to take delivery of Models other than by section 6.3 (except for the case that the Models are delivered by our own transport or a carrier on our behalf), any risk of loss in or damage to the Models shall nonetheless passes to you, and without prejudice to any other rights or remedies we have:
6.7.1 We shall remain entitled to payment in full for the Models delivered;
6.7.2 We may effect delivery by whatever means we consider appropriate or store Models at your risk, and you shall be liable for, and shall pay on our demand, all costs of storage and any additional costs incurred as a result of such refusal or failure to take delivery; and
6.7.3 We shall be entitled 30 days after the agreed date for delivery to dispose of Models in such manner as we determine and may set off any proceeds of sale and relevant fees for disposal against any sums due from you.
6.8 In the event of any short delivery or non-delivery, we encourage you to notify us in writing within 7 days of such event, and we will make our best effort to reach an agreement with you for any possible reasonable solution.
6.9 The costs for any shipping service provider or carrier where you desire to return the Models according to section 6.1 shall be borne exclusively by you; and where you desire to replace or repair the Models according to section 6.1 or 6.2, shall be borne by you and us respectively, i.e. you shall bear the costs when you deliver the Models to us and we shall bear the costs when we deliver the replaced or repaired Models to you.
6.9 If your purchased models are not covered by the warranty in sections 6.1 and 6.2 or the time limit for the warranty on your Models passes, while you are not eligible for a return or replacement, you may still be able to have your purchased Models repaired by us or an authorized or designated repairer of us in your jurisdiction (if any), provided that:
(a) you contact our support staff first at email@example.com;
(b) the costs including but not limited to shipping, tariff, regulatory fee (if any) or repair shall be exclusively borne by you;
(c) the Models are worth a repair as compared to the remaining life in their ordinary purpose of use or the Purpose hereof (for example, smashed Models are not worth a repair) or other ways of remedy; and
(d) you accept our quote for the possible repair.
7. WAIVER AND LIMITATION OF LIABILITY; RISK ALLOCATION
7.1 YOU UNDERSTAND AND AGREE THAT TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, (I) THE MODELS AND THAT YOUR PURCHASE FROM US ARE PROVIDED TO YOU “AS IS” AND YOUR USE IS AT YOUR OWN RISK; (II) WHILE NREAL STRIVES TO COMPLY WITH APPLICABLE INTERNATIONAL STANDARDS, THE MODELS MAY DIFFER WITH LOCAL APPLICABLE REQUIREMENTS IN TERMS OF TECHNOLOGY, MANUFACTURING, PACKAGING, SHIPPING OR FOREIGN TRADE; (III)THE MODELS MAY HAVE NOT FINISHED ALL SAFETY AND/OR RADIO FREQUENCY TEST UNDER APPLICABLE LAW OR REGULATION (FOR EXAMPLE, THE RULES UNDER U.S. FEDERAL COMMUNICATIONS COMMISSION, OR DIRECTIVE 2014/53/EU); (IV) THE USE OF THE MODELS IN CONNECTION WITH THE PURPOSE IS EXPERIMENTAL AND PRE-COMMERCIAL IN NATURE, AND MAY EXPERIENCE DELAYS OR FAILURES OF FUNCTIONALITY, MAY BE INCOMPLETE AND MAY CONTAIN ERRORS, DEFECTS, BUGS OR OTHER INACCURACIES THAT COULD CAUSE FAILURES, CORRUPTION AND/OR LOSS OF DATA OR INFORMATION; AND (V) THE RISK OF USING OR STORING THE MODELS MAY INCLUDE, WITHOUT LIMITATION, PROPERTY DAMAGE, ECONOMIC DAMAGE, OR PERSONAL INJURY OF ANY SORT. IN EACH EVENT OF THE ABOVEMENTIONED YOU SHALL CONTACT NREAL PROMPTLY FOR ANY POSSIBLE RESOLUTION WITHIN THE SCOPE OF LAW. WE DO NOT MAKE, AND HEREBY DISCLAIM, ANY AND ALL EXPRESS, IMPLIED OR STATUTORY WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE EXCEPT FOR THE PURPOSE STATED HEREIN, NONINFRINGEMENT OF THIRD-PARTY RIGHTS, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU. UNLESS AGREED OTHERWISE OR REQUIRED BY APPLICABLE LAW, ANY WARRANTIES PROVIDED IN RELATION TO THE MODELS ONLY EXTEND TO YOU ON THE UNDERSTANDING AND AGREEMENT THAT YOU ARE AN ORIGINAL PURCHASER AND NOT A RESELLER OR DISTRIBUTOR OF THOSE MODELS.
7.2 WE HAVE PRICED MODELS AVAILABLE FOR PURCHASE FROM US UPON THE UNDERSTANDING, AND YOU HEREBY ACKNOWLEDGE THE UNDERSTANDING, THAT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND WHETHER OR NOT THE LIMITED REMEDIES PROVIDED HEREIN FAIL THEIR ESSENTIAL PURPOSE: (a) OUR AGGREGATE LIABILITY (WHETHER FOR BREACH OF CONTRACT, TORT OR ANY OTHER LEGAL THEORY) SHALL IN NO CIRCUMSTANCES EXCEED THE AMOUNT ACTUALLY PAID BY YOU FOR THE APPLICABLE MODELS WHICH GIVE RISE TO SUCH LIABILITY; AND (b) NEITHER WE NOR OUR SUPPLIERS OR LICENSORS SHALL BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERIVCES, OR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY DESCRIPTION (INCLUDING WITHOUT LIMITATION LOSS OR INTERRUPTION OF BUSNIESS) IN CONNECTION WITH YOUR USE OF THIS SITE OR YOUR PURCHASE OR USE OF ANY MODEL, HOWEVER CAUSED AND WHETHER BASED ON CONTRACT, NEGLIGENCE, TORT, WARRANTY, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, WHETHER OR NOT WE WERE AWARE OR ADVSED OF THE POSSIBILITY OF DAMAGES, AND IRRESPECTIVE OF THE NUMBER OR NATURE OF CLAIMS.
7.3 NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS SECTION SHALL LIMIT OR BE CONSTRUED TO LIMIT OUR LIABILITY TO YOU FOR ANY LIABILITY TO THE EXTENT SUCH LIABILITY CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW IN YOUR JURISDICTION.
7.4 You agree to defend, indemnify and hold harmless us, our subsidiaries and affiliates, and their respective directors, officers, employees and agents from and against all claims and expenses, including attorneys’ fees, arising out of or related to (a) any Models purchased by you in connection with your use of Nreal Online Sale, or (b) the violation of section 8 of these Terms by you, your employees, consultants, agents, distributors, or customers.
7.5 To the fullest extent permitted by law and save where expressly set out in any terms or elsewhere, we shall have no liability to you in the event of the Models infringing or being alleged to infringe the proprietary or intellectual property rights of any third party. In the event that the Models are or may be the subject of patent, copyright, database right, registered design, trade mark or other rights of any third party, you should refer to the relevant terms of the licensor/owner. We shall be obliged to transfer to you only such right or title as we have.
8. EXPORT & CUSTOMS DUTIES
8.1 Each Model and any related Models (including software, technology and technical information) sold, exported, transferred, supplied or licensed by us may be subject to and governed by the laws of the country/area where you are located, including but not limited to the US Export Administration Regulations (EAR) and US Foreign Assets Control Regulations (FACR). You are required to comply with all applicable laws relating to the export, re-export, transfer, use, or import of any Model or related Models. Diversion contrary to applicable law is prohibited. Notwithstanding any other request or agreement to the contrary, neither you nor Nreal shall take or be required to take any action prohibited or penalized under US or applicable law of other countries/areas.
8.2 The tangible shipment of Models from one country for delivery in another country may be subject to customs duties, fees, taxes and/or other charges in the country of ultimate destination. Unless otherwise expressly stated by Nreal during the order process, (a) your payment for the order in question does not include any customs duties, fees, taxes and/or other charges that may be due and payable in the Model’s country of ultimate destination, and (b) the receiving party in the Model’s country of ultimate destination is responsible for making entry and properly declaring the merchandise to the appropriate customs authorities, paying any applicable customs duties, fees, taxes and charges, and/or satisfying any additional import-related requirements. You should contact the local customs authorities in the relevant jurisdiction for further information on the applicable customs requirements and procedures, duties, fees, taxes, and/or other charges that may be assessed against the Model.
8.3 When you have placed your order and accepted by us and before shipping of the Models, you may be required to pay in advance any import tariffs or customs duties by the customs authority of the country/area where the Delivery Address is located, and any fees that may be charged by the shipping service provider. It is your sole responsibility to clear such amounts due that may be applicable to you. Please do make sure that you comply with all applicable requirements in relation to the delivery of your ordered Models. For any information of the relevant amounts which may be imposed on you, you should refer to relevant instructions and directions made available by applicable customs authority and shipping service provider.
9.1 Any notice or other communications in relation to these Terms may be given by sending the same by hand delivery, pre-paid post, fax or e-mail (a) with respect to notices and communications to you, to the address and contact information you provided in connection with your purchase of the Models; and (b) with respect to notices and communications to us, to the address listed at the beginning of these Terms or as otherwise specified in your order confirmation email or notification of Acceptance. These will also be the addresses for service of legal proceedings in the manner prescribed by law. Except as set out above in relation to cancellation of your orders, such notices or communications (where properly addressed) shall be considered received:
9.1.1 In relation to hand delivery, on the date of delivery at the relevant address (or, if this is not a working date, the first working date thereafter);
9.1.2 If posted, 5 working days after the date of posting;
9.1.3 If by fax, on the date of the transmission as evidenced by a successful transmission contact report (or, if this is not a working date, the first working date thereafter); or
9.1.4 If sent by email, on the earliest of (i) the email being acknowledged by the recipient as received; (ii) receipt by the sender of an automated message indicating successful delivery or the email having been opened; or (iii) the expiry of 48 hours after transmission, provided that the sender has not received notification of unsuccessful transmission.
10. GOVERNING LAW AND VENUE
This Nreal Online Sale shall be conducted and finished within mainland China. Any dispute arising out of or related to these Terms shall be governed by the laws of the People’s Republic of China, without regard to or application of its conflict of laws principles. In the event that either of us has a claim against the other even after amicable negotiation and all and any resorts both of us may have using all and any best efforts to the resolution of any disagreement, dispute or dissatisfaction between us, you agree that any claim or dispute that has arisen or may arise between you and us should be resolved exclusively by China International Economic & Trade Arbitration Commission (“CIETAC”) for arbitration, subject to CIETAC’s effective arbitration rules for the time being of applying for arbitration and the venue shall be in Beijing with arbitration language as English, the award of which shall be final and binding upon both you and us.
These Terms set forth the entire understanding between you and us with respect to your participation of Nreal Online Sale and your purchase of Models from us, and supersedes any and all prior or contemporaneous communications, agreements, and representations, whether written or oral, related thereto. No amendment to these Terms will be valid unless made in writing and signed by you and us. These Terms prevail over any other terms or conditions contained in or referred to elsewhere or implied by trade, custom or course of dealing. Any purported terms or conditions to the contrary are hereby excluded to the fullest extent legally permitted. You may not assign or transfer your rights under these Terms, and any purported assignment or transfer shall be void. No relaxation, forbearance, delay or indulgence by either you or us in enforcing any of these Terms or the granting of time by either party to the other shall prejudice or restrict such rights and powers. No waiver of any term or condition of these Terms shall be effective unless made in writing and signed by us. The waiver of any breach of any Term shall not be construed as a waiver of any subsequent breach or condition. If for any reason we determine or a court of competent jurisdiction finds that any provision or portion of these Terms to be illegal, unenforceable, or invalid under applicable law in a particular jurisdiction: (a) these Terms will not be affected in other jurisdictions to the extent that such determination or finding has no application; and (b) in the relevant jurisdiction, the remainder of these Terms (to the fullest extent permitted by law) will continue in full force and effect. Neither you nor us shall be in breach of these Terms in the event that party is unable to perform its obligations as a result of any reason or condition beyond its reasonable control. We may change these Terms from time to time and notify you of these changes through appropriate form and way seven (7) days prior to their becoming effective. If you do not agree with these changes, please do not use or stopping using our the Nreal Online Sale or any of our websites. If you continue accessing or browsing the Nreal Online Sale or any of our websites, you represent and warrant that you agree with these changes.
12. CONFIDENTIAL INFORMATION
Confidential Information, whether or not marked as “confidential”, “proprietary” or a similar designation which a reasonable party should, by the nature of the disclosure, understand to be confidential, proprietary and not generally available to the public, shall include but not limited to, specifications, designs, process information, technical data, analyses, marketing plans, suppliers, product roadmaps, pricings, promotions, prototypes, and/or other intellectual property of Nreal ("Confidential Information"). For the avoidance of doubt, any contents, materials, data, images, links, texts, photos, graphics, pricings, discount information, allowances, coupons, relevant attachments and any other information related thereto, this Terms of sale, any documents, discussions, communications between you and Nreal (including Nreal, and its founders, agents, employees, representatives, officers, directors, attorneys, managers, contractors, shareholders, investors and members) related thereto or therein of the Purchase shall also be understood, construed and treated as Confidential Information.
13. CONFIDENTIALITY OBLIGATIONS.
You acknowledge and agree that: (i) Nreal providing one or more Models to you is valid and sufficient consideration for your covenants, promises, representations, warranties and agreements granted to Nreal herein and under sections 14, 15; (ii) Nreal is agreeing to provide one or more Models to you in reliance upon your covenants, promises, representations, warranties and agreements as set forth herein and hereafter; and (iii) Nreal would not provide one or more Models to you but for your covenants, promises and representations as set forth in this Terms of Sale. You agree to hold all Confidential Information (see definition below) disclosed to you by Nreal with Nreal Online Sale in confidence for a period of two (2) years from the date of your receipt of the Confidential Information hereunder and to use the same degree of care, but no less than a reasonable degree of care, to prevent any unauthorized disclosure or publication thereof as you use to protect your own confidential information of a like nature. You agree not to disclose or divulge any of such Confidential Information to anyone except your employees, representatives, contractors and affiliates (hereinafter referred to as the “Permitted Person”) who have a bona fide need to know same provided you obtained from such Permitted Person in advance of any disclosure of such Confidential Information their written agreement to keep same confidential on terms and conditions at least equivalent to those that apply to you pursuant to this confidentiality obligations.
The foregoing confidentiality obligations shall not apply to any such information which you can show:
a. is already in the possession of you at the time of receiving the same from Nreal without any obligation of confidentiality as shown by the prior records of you;
b. is published or becomes available within the public domain otherwise than as a consequence of a breach by you of your obligation not to disclose any of Nreal's Confidential Information;
c. is lawfully received by you from any third party without restriction on disclosure or use;
d. is independently developed without any breach of the Confidentiality Obligations herein by you; or
e. is approved in writing by Nreal for release or other use by you according to terms stipulated in such approval.
14. PROHIBITED USE
With respect to the use of the Models, you agree that you will not: (i) reverse engineer, disassemble, decompile, translate, reconstruct, transform, port, tamper with, or create derivative works from the Models or any of their component parts; (ii) defeat or circumvent, attempt to defeat or circumvent, or authorize or assist any third party in defeating or circumventing any encryption or security protocols of the Models or any of their component parts; (iii) apply any process, code, virus, spyware or procedure to the Models or any of their component parts that is intended to derive the source code, object code, algorithms, equations, private information or formulas of any technology included in the Models or any of their component parts; (iv) release any negative results or reviews of any performance or functional evaluation of the Models or any of their component parts to any third party except: within the Purpose, and the results or reviews are not negative regarding Nreal or any of Nreal’s Models; (v) resell or distribute the Models or any of their component parts to any third party; or (vi) use the Models to directly or indirectly develop any product or service that competes with the Models.
a. You agree that you will not directly Disparage or encourage, assist, allow or induce any of your Permitted Person to Disparage, any of Nreal’s products, services, technology or any of Nreal’s related or affiliated companies or subsidiaries, or any of Nreal’s employees, executives, officers, directors, shareholders, agents or attorneys (collectively, "Affiliates").
b. For the purposes of this Terms of Sale, "Disparage" shall include making or publishing any statement or other content, whether in written, oral, electronic, digital or other form, truthful or otherwise, which may reasonably be expected to adversely affect the business, public image, reputation or goodwill of any of the Nreal and its Affiliates. You acknowledge and agree that this prohibition includes, without limitation, making or publishing any such disparaging statements or other disparaging content in interviews, books, on blogs, microblogs, platforms, social channels (including, without limitation, Twitter, Facebook and Instagram), personal websites and web pages, social and professional networking sites (such as LinkedIn), message boards (such as Reddit), discussion forums, media interviews, wikis and other interactive sites, social bookmarking services (such as Digg), and video and other content sharing sites (such as YouTube).