Sales Terms & Conditions
End-User License Agreement (EULA)
Effective Date: January 1, 2024
IMPORTANT: This End-User License Agreement (“Agreement”) governs your use of Crypto4A Technologies Inc.’s (“Crypto4A”) hardware devices (“Hardware”) and the embedded or accompanying software, firmware, and documentation (collectively, the “Software”). By installing, accessing, or using the Hardware and Software, you agree to be bound by the terms of this Agreement. If you do not agree, you must not use the Hardware or Software.
Crypto4A grants you a non-exclusive, non-transferable, non-sublicensable, limited license to use the Software solely as embedded in, installed on, or provided with the Hardware, and solely for your internal business or personal operations in accordance with any applicable documentation.
Crypto4A retains all rights, title, and interest in and to the Software, including all associated intellectual property rights.
Ownership of the Hardware is transferred to you upon purchase, subject to the embedded Software being licensed, not sold.
You agree not to:
- Modify, adapt, translate, or create derivative works of the Software.
- Reverse engineer, decompile, disassemble, or attempt to derive source code from the Software.
- Remove or obscure any proprietary notices or labels on the Hardware or Software.
- Use the Software separately from the Hardware or on unauthorized devices.
- Sell, lease, sublicense, distribute, or otherwise transfer the Software to third parties.
- Export, re-export, or transfer the Hardware or Software to any country or person prohibited by Canadian or other applicable export control laws.
Crypto4A may provide Software updates, patches, or upgrades at its discretion.
Updates may be subject to additional terms and conditions.
Use of updates is governed by this Agreement unless otherwise specified.
THE SOFTWARE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, CRYPTO4A DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND THAT THE SOFTWARE WILL BE SECURE OR ERROR-FREE.
Hardware warranties, if any, are provided separately under Crypto4A’s applicable product warranty policy.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, CRYPTO4A SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUE, ARISING OUT OF OR RELATED TO THE USE OR INABILITY TO USE THE HARDWARE OR SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
CRYPTO4A’S TOTAL CUMULATIVE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT PAID BY YOU FOR THE SPECIFIC HARDWARE UNIT GIVING RISE TO THE CLAIM.
You agree to comply fully with all Canadian, U.S., and other applicable export laws and regulations to ensure that neither the Hardware nor the Software is exported or re-exported, directly or indirectly, in violation of such laws.
This Agreement is effective until terminated.
It will automatically terminate without notice if you fail to comply with any provision. Upon termination, you must cease all use of the Software.
- Governing Law: This Agreement shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, excluding conflict of law principles.
- Entire Agreement: This Agreement constitutes the complete and exclusive understanding between you and Crypto4A regarding the Hardware and Software.
- No Waiver: Failure to enforce any provision shall not constitute a waiver.
- Severability: If any provision is held invalid, the remainder shall remain in full force and effect.
Acceptance
By installing, accessing, or using the Hardware or Software, you acknowledge that you have read, understood, and agree to be bound by the terms of this Agreement.
Terms of Sales
Effective Date: January 1, 2024
These Terms of Sale (“Terms”) govern the sale of hardware products (“Hardware“) and the licensing of embedded or accompanying software, firmware, and documentation (“Software“) by Crypto4A Technologies Inc. (“Crypto4A”) to you (“Customer”).
By purchasing Hardware from Crypto4A, Customer agrees to be bound by these Terms.
All purchase orders are subject to acceptance by Crypto4A.
Crypto4A reserves the right to accept or reject any order, in whole or in part, in its sole discretion.
Prices are as quoted by Crypto4A at the time of acceptance of an order.
Payment terms are net [30] days from date of invoice unless otherwise specified in writing.
Late payments are subject to interest at the lesser of 1.5% per month or the maximum rate permitted by law.
Delivery terms are FCA (Free Carrier) Ottawa, Ontario, Canada (Incoterms 2020), unless otherwise agreed in writing.
Risk of loss and title to Hardware (excluding Software) pass to Customer upon delivery to the carrier.
Crypto4A will make commercially reasonable efforts to meet delivery schedules but shall not be liable for delays.
Software is licensed, not sold.
Use of the Software is governed by the End-User License Agreement (EULA) provided with the Hardware or available at www.crypto4a.com/eula
Customer must comply with the EULA at all times.
Customer agrees to comply with all applicable export control laws and regulations, including those of Canada, the United States, and other relevant jurisdictions.
Customer shall not export, re-export, or transfer the Hardware or Software to any prohibited destination or person without obtaining all necessary authorizations.
Crypto4A warrants that the Hardware will be free from defects in materials and workmanship under normal use for a period of one (1) year from the date of shipment.
The Software is provided “AS IS” and is subject to the warranty disclaimers stated in the EULA.
Exclusions:
This limited warranty does not cover damage caused by:
- Improper installation, use, or maintenance,
- Unauthorized modifications or repairs,
- Accidents, misuse, or negligence,
- Operation outside the specified environmental conditions.
Remedy:
Crypto4A’s sole obligation and Customer’s exclusive remedy under this warranty shall be, at Crypto4A’s option, to repair or replace defective Hardware, or to refund the purchase price.
EXCEPT AS EXPRESSLY PROVIDED, CRYPTO4A MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT THE HARDWARE OR SOFTWARE WILL BE ERROR-FREE OR SECURE.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, CRYPTO4A SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS OR REVENUE, ARISING OUT OF OR RELATED TO THE SALE, DELIVERY, USE, OR INABILITY TO USE THE HARDWARE OR SOFTWARE.
CRYPTO4A’S TOTAL CUMULATIVE LIABILITY SHALL NOT EXCEED THE AMOUNT PAID BY CUSTOMER FOR THE HARDWARE GIVING RISE TO THE CLAIM.
All intellectual property rights in and to the Hardware, Software, and related materials are and shall remain the exclusive property of Crypto4A or its licensors.
No transfer of intellectual property rights occurs under these Terms.
Crypto4A shall not be liable for failure to perform due to causes beyond its reasonable control, including acts of God, acts of government, labor disputes, delays in transportation, supply chain disruptions, or shortages of materials.
These Terms shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of laws principles.
Any disputes arising under or relating to these Terms shall be subject to the exclusive jurisdiction of the courts located in Ottawa, Ontario, Canada.
- These Terms, together with the EULA and any other referenced documents, constitute the entire agreement between Customer and Crypto4A regarding the purchase and use of Hardware and Software.
- No amendment or modification shall be binding unless in writing signed by authorized representatives of both parties.
- If any provision is found invalid or unenforceable, the remainder of the Terms shall remain in full force and effect.
Acceptance
By placing an order with Crypto4A, Customer acknowledges and agrees to these Terms of Sale.
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