1. Refund Policy
Jediphone offers a 30-day money-back guarantee. Should any cancellation or return transpire within 30-days of purchase, a refund can be granted; however, Jediphone reserves the right to retain a €40 re-stocking fee, along with any shipping fees incurred. The disbursal of refunds is contingent upon the reception of the device in a condition commensurate with its original state. Customers bear the responsibility for the expenses associated with the return shipping process.
2. License to Use Services
Limitations on Use: Customer shall not reverse engineer, decompile, or disassemble any Service. Customer shall not rent, lease, lend, resell, or host to or for third parties any Services, except as expressly permitted under this Agreement.
Ownership: Jediphone retains ownership of various intellectual property and technology rights associated with delivering Services to Customer. Customer’s rights are limited to the use of Services granted under this Agreement. Jediphone does not license or transfer to Customer, Customer’s customers, or other third parties any of its technology or intellectual property rights. All rights, title, and interest in Services, copyright, trade secret, trademark, and service mark remain solely with Jediphone at all times. Customer Content used, accessed, and processed by Jediphone retains ownership of its origin as specified by law.
3. Non-Disclosure Covenant
Jediphone and the Customer shall treat the stipulations and provisions of this Agreement as confidential, refraining from disclosing the same to any third party, save for instances wherein such disclosure is essential for the advancement of the parties' business relations or compelled by a court order.
4. Jediphone's Role as Reseller or Licensor
Jediphone, in its capacity as a reseller or licensor, exclusively facilitates the distribution of hardware, software, and equipment integral to the products and/or services, which are either presently or have been manufactured or provided by a third party ("Non-Jediphone Product"). Jediphone bears no responsibility for alterations in the services that render the Non-Jediphone Product obsolete, necessitate modification, or otherwise impact service performance. The occurrence of malfunctions or manufacturer's defects in the Non-Jediphone Product, whether sold, licensed, or provided by Jediphone to the Customer, or directly purchased by the Customer for use in conjunction with the services, shall not be construed as a breach of Jediphone's obligations under this Agreement.
Any rights or remedies afforded to the Customer concerning the ownership, licensing, performance, or compliance of the Non-Jediphone Product are constrained to those expressly granted by the manufacturer of said Non-Jediphone Product. The Customer is authorised to utilise any Non-Jediphone Product supplied by Jediphone solely in connection with the permissible use of the services. The Customer is obligated to exert its utmost efforts in safeguarding and maintaining the confidentiality of all intellectual property furnished by Jediphone through any Non-Jediphone Product, refraining from any attempt to replicate, modify, reverse engineer, or tamper with said intellectual property, except in the context of its use in conjunction with the services.
Furthermore, the Customer shall not engage in the resale, transfer, export, or re-export of any Non-Jediphone Product, or any technical data derived therefrom, in contravention of pertinent United States or foreign laws.
5. Disclaimer of Warranty
The services provided under this Agreement are provided on an “as-is” and “as available” basis. Jediphone makes no warranties of any kind, either expressed or implied, including but not limited to warranties of merchantability or fitness for a particular purpose, or non-infringement, for the services or any equipment Jediphone provides. Jediphone makes no warranties that the services will not be interrupted or error free; nor does Jediphone make any warranties as to the results that may be obtained from the use of the services or as to the accuracy, reliability or content of any information, services or merchandise contained in or provided through the services. Jediphone is not liable, and expressly disclaims any liability for Customer content of any data transferred either to or from Customer; or stored by Customer, or any of Customer’s customers via the services provided by Jediphone. No oral advice or written information given by any entity will create a warranty; nor may you rely on any such information or advice.
6. Limited Warranty
Service Performance Warranty: Jediphone affirms and guarantees to the Customer that the Services will be executed: (a) in accordance with industry standards reasonably applicable to their performance; (b) at a minimum, at the same service level as generally provided by Jediphone to its other Customers for identical Services; and (c) in substantial compliance with the applicable Service descriptions. Customer's acceptance of such Services is presumed unless Jediphone is notified in writing by the Customer within thirty (30) days following the performance of any Services of any breach of the aforementioned warranties. The exclusive and sole recourse for the breach of these warranties is for Jediphone, at its discretion, to either re-perform the deficient Services at no expense to the Customer or, in the case of Service interruptions resulting from a breach of these warranties, provide the Customer with a credit equivalent to the prorated current monthly service fees for the duration of the Service interruption.
Disclaimer of Warranties: Except as explicitly outlined in this section, Jediphone disclaims any and all representations or warranties, whether express or implied, pertaining to the services or any software furnished under this agreement. This disclaimer includes, without limitation, warranties of merchantability, fitness for a particular purpose, title, or non-infringement of third-party rights. Jediphone explicitly disclaims any such warranties. Additionally, any third-party software or product provided to the Customer under this agreement is supplied "as-is," without any condition or warranty. Jediphone does not warrant that the Services will be uninterrupted, error-free, or entirely secure.
7. Limitation of Liability
- Aggregate Liability Limit: In no event shall Jediphone's liability, arising in connection with the services, any software provided herein, or any order, whether stemming from failure to deliver, non-performance, defects, breach of warranty, or otherwise, exceed the total aggregate service fees paid to Jediphone by the Customer within the twelve (12) months immediately preceding the occurrence giving rise to such liability.
- Service Integrity Disclaimer: Jediphone cannot ensure continuous service, service at specific times, or the integrity of Customer content, information, or Customer content transmitted or stored via the internet. Jediphone shall not be held liable for any unauthorised access, corruption, erasure, theft, destruction, alteration, or inadvertent disclosure of Customer content, information, or customer content transmitted, received, or stored in connection with the services.
- Exclusion of Certain Damages: Except as expressly delineated below, neither party shall be liable to the other or any third party for lost profits, lost revenues, loss of use, loss of data, costs of procurement of substitute goods, licenses, or services, or similar economic loss. This exclusion encompasses punitive, indirect, special, incidental, consequential, or analogous damages of any nature, whether foreseeable or not, under any warranty or other right hereunder, arising from or related to the performance or non-performance of any order or any claim against the other party by a third party, irrespective of whether notification of such claim or damages has been provided.
- General Limitation of Liability: The limitations set forth in this Section 13(d) apply comprehensively to all causes of action, whether grounded in contract, tort, or any other legal theory (including strict liability), excluding claims based on fraud or willful misconduct. These limitations do not impinge upon Customer's indemnification obligations.
- Maximum Liability Cap: Notwithstanding anything to the contrary in this Agreement, Jediphone's maximum liability for all damages, losses, costs, and causes of action arising from any and all claims (whether in contract, tort, including negligence, quasi-contract, statutory, or otherwise) shall not surpass the actual dollar amount paid by Customer for the Services leading to such damages, losses, and causes of action during the twelve (12)-month period preceding the date when the damage or loss occurred or the cause of action arose.
- Corrective Action Disclaimer: Customer acknowledges and agrees that if Jediphone takes corrective action under this Agreement, it may adversely affect any customers of the Customer. Customer expressly waives any claims against Jediphone arising from such corrective actions, and Jediphone shall bear no liability to Customer or any of Customer's customers due to corrective action.
- Informed Allocation of Risks: This limitation of liability signifies a deliberate and voluntary allocation of risks, both known and unknown, between the parties in connection with this Agreement.
8. Indemnification
Customer agrees to indemnify, defend and hold harmless Jediphone and its parent, subsidiary and affiliated companies, and each of their respective officers, directors, employees, shareholders, attorneys and agents (each an “indemnified party” and, collectively, “indemnified parties”) from and against any and all claims, damages, losses, liabilities, suits, actions, demands, proceedings (whether legal or administrative), and expenses (including, but not limited to, reasonable attorney’s fees) threatened, asserted, or filed by a third party against any of the indemnified parties arising out of or relating to Customer’s use of the Services, (ii) any violation by Customer of this Agreement, (iii) any breach of any representation, warranty or covenant of Customer contained in this Agreement or (iv) any acts or omissions of Customer.
9. Miscellaneous
- Independent Contractor Relationship: Jediphone and Customer are recognised as independent contractors, and no provision within this Agreement shall establish a principal-agent, master-servant, partnership, or joint venture relationship between the parties.
- Governing Law and Jurisdiction: This Agreement shall be construed in accordance with the laws of the European Union, without consideration of its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. Legal proceedings arising from or related to this Agreement shall be exclusively subject to the jurisdiction and venue of competent courts within the European Union. The Licensee consents to such jurisdiction and waives defences of lack of personal jurisdiction, improper venue, and forum non-convenience in relation to this Agreement.
- Headings: Headings are included for convenience only and do not constitute integral parts of this Agreement.
- Entire Agreement and Amendments: This Agreement, along with referenced documents, supersedes all prior negotiations and agreements, constituting the sole and comprehensive understanding between the parties regarding the subject matter herein. In the event of a conflict with any purchase order, service order, work order, confirmation, correspondence, or other communication between Customer and Jediphone, the terms and conditions of this Agreement shall prevail. No additional terms or conditions shall be effective unless approved in writing by authorised representatives of both Customer and Jediphone. While this Agreement may not be modified or amended except in writing by the parties, these Terms of Service may be unilaterally modified by Jediphone, effective upon posting to Jediphone's website.
- Severability: All rights and restrictions herein shall be exercised within the bounds of applicable laws. If any provision or part thereof is deemed illegal, invalid, or unenforceable, the intention is that the remaining provisions or parts thereof shall constitute the agreement between the parties on the subject matter. The remaining provisions or parts thereof shall remain in full force and effect.
- Notices: All notices shall be in writing and considered duly made and given upon delivery (in person, by overnight delivery, or postal service), confirmed receipt of facsimile, or five days after posting if mailed by certified mail, postage prepaid. Either party may change its address or facsimile number by written notice to the other party. Jediphone may provide notice to Customer via email to the address maintained in Customer's billing records.
- Waiver: No failure or delay by any party to exercise any right or remedy hereunder shall operate as a waiver thereof. No single or partial exercise shall preclude further exercises or other rights or remedies. No express waiver or assent to any breach shall constitute a waiver or assent to any succeeding breach.
- Assignment and Successors: Customer may not assign this Agreement without written consent from Jediphone. Jediphone may assign its rights and obligations without Customer's consent. This Agreement binds and benefits the parties and their respective successors and assigns.
- Limitation of Actions: No action arising from this Agreement may be brought after two years from the cause of action.
- Counterparts: If manually signed, this Agreement may be executed in any number of counterparts, each deemed an original. If electronically signed, Jediphone's records are presumed accurate.
- Force Majeure: Neither party is liable for default or delay caused by forces beyond reasonable control.
- No Third-Party Beneficiaries: Except as expressly provided, this Agreement confers no rights to entities other than the parties and their successors. However, suppliers identified in the Service description are intended third-party beneficiaries.
- Government Regulations: Compliance with EU export control laws is mandatory for both parties concerning any regulated item or information.
- Marketing: Jediphone may list Customer as a client on its website and marketing materials only with consent of Customer. Additional public references will also require written consent from Customer.