Vicon Motion Systems, Inc.

Online Terms and Conditions of Sale and Supply

These terms were last updated on 13th December 2017

The Customer acknowledges that all sales contemplated or concluded under these terms and conditions shall be on a business-to-business, non-consumer basis and that any equipment or services purchased hereunder are purchased for business purposes only.                                                                   

The Customer’s attention is particularly drawn to the provisions of clauses 10 (limitation on liability) and 11 (warranties). As a business, non-consumer transaction, purchases made hereunder will not benefit from the same statutory protection available to consumers under the Magnuson-Moss Act and related federal and state legislation and regulations.

1.              Definitions

"Acceptance" means email acceptance of an Order from Vicon to the Customer.

"App" means any of Vicon’s (or its group companies’) mobile application software identified in the Acceptance which is intended to be utilized in conjunction with the Products.

"Computer Software" means a machine readable version of Vicon’s proprietary computer software which is intended to be utilized in conjunction with any Products.

"Contract" means a contract as more particularly described in clause 2.

"Customer" means any person receiving or entitled to receive Products from Vicon as a result of placing an Order through the Website and “you” and “your” shall have a corresponding meaning.

"Delivery" means when the Products have been delivered in accordance with clause 6 and "Delivered" shall have a corresponding meaning.

"Embedded Software" means any of Vicon’s (or its group companies’) proprietary software, Open Source Software and Third Party Software embedded in the IMU Goods.

"Goods" means any motion capture system or wearable inertial measurement unit or other equipment article or product (other than the Software) to be sold to a Customer by Vicon as set out in the Acceptance.

“IMU Goods” means the Goods branded or labelled as being “IMU” or "IMEASUREU”.

"Intellectual Property” means copyright, patents, know-how, trade secrets, trade marks, trade names, design rights, rights in get-up, rights in goodwill, rights in confidential information, rights to sue for passing off, domain names and all similar rights and, in each case, whether registered or not, including any applications to protect or register such rights, including all renewals and extensions of such rights or applications, whether vested, contingent or future, to which the relevant party is or may be entitled, and in whichever part of the world existing.

"Open Source Software" means open-source software as defined by the Open Source Initiative (http://opensource.org) or the Free Software Foundation (http://fsf.org).

"Order" means a request made by the Customer to Vicon for the sale and supply of Products specifying the number and (if appropriate) model number of the Products which are the subject to the Order, as communicated to Vicon through our Website.

"Price" means all amounts payable by the Customer in respect of the sale of the Products.

"Products" means the Goods and Software available for sale on our Website.

"Remedy" has the meaning set out in clause 11.3.

"Software" means Computer Software or Embedded Software, together with any technical manuals or instructions relating to the use of such software, but shall exclude Third Party Software.

"Software License" means the license granted under clause 9.

“Terms" means these online terms and conditions of sale and supply.

"Third Party Software" means software the proprietary interest in which is owned by a third party and which is supplied by Vicon under an Acceptance.

"Third Party Software License(s)" means the license(s) relating to any Third Party Software or Open Source Software, including the general public license (if applicable), under which third party proprietors license such software to end-users such as the Customer.

"Vicon" means Vicon Motion Systems Inc. 7388 S. Revere Parkway Suite 901,  Centennial CO 80112  USA (and “we” “our” and “us” shall have a corresponding meaning.

“Website” means www.vicon.com.

2.              Application of terms

2.1           These Terms shall apply to any Order for Products placed by you through our Website and the supply by Vicon to you of such Products.  A contract made between Vicon and the Customer shall consist of these Terms and the Acceptance (“Contract”).

2.2           No other terms are implied by trade, custom, practice or course of dealing. 

2.3           You should print or save a copy of these Terms for future reference.

3.              Orders

3.1           Please follow the onscreen prompts to place an Order.  Your Order constitutes an offer by you to purchase the Products in accordance with these Terms. After placing the Order, you will receive an email from us to acknowledge receipt of the Order. This acknowledgement does not mean that we have accepted your Order.

3.2           All Orders are subject to acceptance by Vicon.  Our acceptance of your Order will be confirmed by an email from us to you, sent to the email address provided to us in your Order (“Acceptance”).  The Acceptance will confirm that the Products have been dispatched to the address provided by you to us in the Order.  The Contract between you and Vicon will only be formed when we send you the Acceptance.

3.3           In the event that your Order relates to multiple Products, we are only obliged to supply those Products for which dispatch has been confirmed in an Acceptance.

3.4           If for any reason we are unable to issue an Acceptance in respect of all or any of the Products requested in your Order, we will notify you by email.  If you have already paid for the Products, we will refund you the full amount in respect of any Products that we are unable to supply as soon as possible.

4.              Our Products

4.1           The images of the Products on our Website are for illustrative purposes only.  Although we have made every effort to display the colors accurately, we cannot guarantee that your computer's display of the colors accurately reflect the color of the Products.

4.2           The packaging of your Products may vary from that shown on images on our Website.

4.3           We reserve the right to amend the specification of the Products if required by any applicable statutory or regulatory requirement.

5.              Prices and Payment

5.1           The Price of the Products shall be as quoted on our Website at the time you submit your Order and shall be set out in the Order. It is always possible that, despite our best efforts, some of the Products listed on our Website may be incorrectly priced. If this is the case then:

(a)            Where a Product's correct price is less than the price stated on our Website, we will charge the lower amount when dispatching the Product to you.

(b)            Where a Product’s correct price is higher than the price stated on our Website, we will contact you as soon as possible to inform you of this error and we will give you the option of continuing to purchase the Goods at the correct price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing.

5.2           At any time prior to Acceptance, Vicon may vary the Price of a Product to reflect increases in cost of Product components imported from outside the United States (whether or not they reflect changes in exchange rates or government duties or taxes) or to take account of any other increases in costs, including without limitation supplies, materials, labor, operation or transport PROVIDED THAT in the event of any variation in Price, Vicon will notify you in accordance with 5.1(b) above and will not process your order until we have your instructions.

5.3           All Prices are exclusive of all delivery and insurance costs and all relevant government duties and taxes including VAT which will be charged at the applicable current rate chargeable in the UK for the time being.  Our delivery charges and the applicable rate of VAT are as advised to you during the check-out process, before you confirm your Order.  VAT shall be itemized as a separate cost, both on the Website and in the Order.

5.4           The Price of the Products shall be payable in  U.S. Dollars.  You can only pay for Products using a debit card or credit card through our Website.  Payment for the Products and all applicable delivery charges is in advance. We will not charge your debit card or credit card until we dispatch your Products.

6.              Delivery

6.1           The date and time for delivery set out in our Acceptance shall be an estimate and time shall not be of the essence.  Vicon shall not be liable for any loss arising out of any delay or non-receipt of the Products due to inadequate instructions or changes made by the Customer. Delivery shall be deemed to take place and risk shall pass in accordance with clause 6.2.

6.2           Delivery shall be deemed to take place once the Products have been unloaded at the location specified in the Order and risk in the Products shall pass to the Customer from that time.

6.3           Where the Products include Third Party Software (which is not Embedded Software), Vicon may transmit any Third Party Software (or any data necessary to access such software) to you by email.

6.4           We use a trusted service provider to deliver our Products. If nobody is available to collect the Products on the estimated date of delivery provided, please contact us using the contact details set out in the Acceptance.

6.5           If an event outside of our control affects the estimated date of delivery, we will notify you of the revised estimated date of delivery by email and the provisions of clause 14 (Force Majeure) shall apply.

6.6           We deliver to the countries listed on this page https://shop.vicon.com/countries (“International Delivery Destinations”). However, there are restrictions on some Products for certain International Delivery Destinations, so please review the information on that page carefully before placing your Order.

6.7           If you order Products from our Website for delivery to one of the International Delivery Destinations, your Order may be subject to import duties and taxes which are applied when the delivery reaches that destination. Please note that we have no control over these charges and we cannot predict their amount.

6.8           Vicon shall apply for any appropriate export licenses required by governmental  authorities in relation to the export of the Products. Delivery of the Products shall be conditional on such license(s) being issued.  Vicon shall have no liability in respect of any delay in obtaining or failure to obtain such license(s).  In circumstances where it has not proved possible to obtain the required export license(s) within a reasonable time. Vicon shall cancel the Contract and refund the Customer the Price paid.

6.9           The Customer is responsible for obtaining and shall apply and pay for all import licenses and any other permits required by the authorities of the country in which the Products are to be located or used and any other country through or over which the Products are to be transported following export.  Please contact your local customs office for further information before placing your Order.

6.10        The Customer indemnifies Vicon against any loss, damage or expense (including reasonable legal costs) which Vicon incurs or becomes liable because Products are shipped or carried without valid import licenses or other requisite permits.  Vicon shall not be liable for any loss arising from any delay in the Customer obtaining all relevant  import licenses or other requisite permits.

6.11        You must comply with all applicable laws and regulations of the country for which the Products are destined.  We will not be liable or responsible if you break any such law.

7.              Inspection of Products on Arrival

7.1           The Customer shall inspect the Products on arrival at the Customer’s premises and, within 7 days of arrival, notify Vicon of any damage to the Products and any discrepancy between the Products and items listed in the Acceptance, which is or should be apparent from inspection. If there is such damage or discrepancy, Vicon shall be given a reasonable opportunity to inspect the Products concerned.

7.2           Subject to clause 10.2, Vicon shall not be liable in respect of any damage or discrepancy which arose as a result of or is the consequence of the shipping of the Products.  In the case of types of damage or discrepancy which would be a breach of the warranties in clause 11, provided that the Customer has: (i) notified Vicon of that damage or discrepancy within 7 days of Delivery of the Products; and (ii) provided Vicon with sufficient details of the damage and discrepancy, then Vicon shall either, at its option, repair or replace (without charge) the affected Products in accordance with clause 11. This shall be Vicon's sole responsibility and Customer's sole remedy in the event of damage or discrepancy on delivery to the Customer’s premises.

8.              Return & Refund

8.1           To cancel the Contract and receive a refund, you must complete the cancellation form https://shop.vicon.com/contact-form on our Website.  If you use this method we will email you to confirm we have received your cancellation.  Alternatively, you may use a copy of the form which is enclosed with the delivery of your Order.  You can also email us at sales@vicon.com or contact our Customer Services team by telephone on 1.303.799.8686 or by post to Vicon Motion Systems Inc, 7388 S.Revere Parkway, Suite 901, Centennial, CO, 80112. USA]. If you are emailing us or writing to us please include details of your Order to help us to identify it. If you send us your cancellation notice by email or by mail, then your cancellation is effective from the date you send us the email or post the letter to us.

8.2           If you have returned the Products to us under this clause 8 because they are faulty or mis-described, we will refund the price of the Products and will refund you on the credit card or debit card used by you to pay.

8.3           If Products have been shipped to you before you decide to cancel the Contract then you must return them to us without undue delay and in any event not later than 14 days after the day on which you let us know that you wish to cancel the Contract.  You must send them back.  Please see our Returns page https://shop.vicon.com/returns/us-returns for our returns address, printable returns labels and information about our authorized carrier and how to arrange a return.

9.              Software

9.1           If the Products supplied include Software, that Software shall be licensed to the Customer in accordance with this clause.

9.2           Subject to the payment of all amounts due under these Terms, Vicon grants the Customer a non-exclusive, terminable license to use the Software listed in the Acceptance, in accordance with all user documentation which is provided with the Software (including for the avoidance of doubt any software license agreement supplied with the Software) and in accordance with these Terms (“Software License”). 

9.3           The Customer may not:

(a)            loan, rent, lease or license the Software or any copy of it;

(b)            reverse engineer or decompile the Software except to the extent permitted by applicable law notwithstanding a contractual prohibition; or

(c)             sublicense the Software.

9.4           In respect of all Products other than IMU Goods and the Embedded Software:

(a)        Notwithstanding anything else in these Terms, the Customer may only own the media on which any Computer Software is supplied and may only retain such media on termination of the Software License set out in this clause if the Computer Software is erased.  Vicon shall at all times retain ownership of the Computer Software and all intellectual property rights therein.

(b)        The Software License permits the Customer to install one copy only of each item of Computer Software on a network server and the Computer Software may only be accessed and used by the number of concurrent users set out in the Acceptance. The Computer Software may only be accessed and used at the Customer’s premises nominated in the Acceptance.  Customer may make one back-up copy of the Computer Software, provided that such copy shall be subject to these Terms.

(c)        The Customer may assign all its rights to use the Computer Software to another person or entity provided that such assignment occurs with the transfer of Goods on which the Computer Software is installed and the Customer: (i) transfers that part of the Software License relating to the Computer Software, the physical medium on which the Computer Software is made available, user documentation and all copies of the Computer Software and user documentation; (ii) retains no copies of the Computer Software, including copies stored on a device; (iii) remains liable under these Terms for any breach of its terms by the assignee; and (iv) notifies Vicon in writing that the assignment has taken place and tells Vicon the identity of the assignee.

(d)        Where Third Party Software is supplied by Vicon for use with the Goods:

(i)              Vicon shall procure for the Customer a license to use that Third Party Software;

(ii)             that use will be subject to the terms of the relevant Third Party Software License;

(iii)            the Third Party Software Licenses are provided with such Third Party Software  at Delivery and copies are also available from Vicon on request; and

(iv)            Vicon gives no representations or warranties or other commitments in relation to such Third Party Software and the Customer shall have a direct relationship with the licensor of that software.

9.5           In respect of IMU Goods and the Embedded Software only, the Customer shall comply with any notice issued by Vicon regarding the Customer’s use of the Products which is necessary or appropriate to ensure compliance with the terms of our Third Party Software Licenses in respect of Embedded Software.

9.6           The Software License automatically terminates if the Customer fails to comply with any provision of these Terms or an Insolvency Event occurs in relation to the Customer.

9.7           The Customer is entirely responsible for the use made of the Products and any App and for anyone it permits or allows to use the Products and any App.  The Customer shall be liable to Vicon for the actions or omissions of such persons as if they were the actions or omissions of the Customer (including, without limitation, any breach of an end user license agreement for any App) and, without prejudice to and in addition to any other remedies that Vicon may have, the Customer hereby shall indemnify Vicon for any losses, claims, demands, liabilities and expenses of whatever nature (including, without limitation, legal fees reasonably and properly incurred) arising directly or indirectly out of a breach by the Customer of its obligations contained in this clause. 

9.8           The Products and any App are not intended to replace the clinical skill of a medical or sports practitioner or his/her independent professional judgement of individual clinical circumstances to make a diagnosis and/or determine treatment. The Products and any App should only be used by those who have been appropriately trained in its operation, functions, capabilities and limitations, and in any event should not be relied upon, by itself, as the sole method of making any diagnosis or determining any treatment.

9.9           Except as expressly set out in these Terms, no conditions, warranties or other terms apply to the Software or to anything supplied or provided by Vicon under this these Terms and all implied conditions, warranties or other terms (including without limitation any implied terms as to satisfactory quality or fitness for purpose) are, to the fullest extent permitted by law, hereby excluded.

9.10        Except as provided for in clauses 9.7, 9.8 and 11.8 the use of any App shall be subject to a separate end user license agreement and no conditions, warranties or other terms in these Terms apply to an App.

10.           Limitation of Liability

10.1        We only supply the Products for internal use by your business, and you agree not to use the Products for any resale purposes.

10.2        Nothing in these Terms shall be deemed to exclude or limit, or attempt to exclude or limit, the liability of either party:

(a)            for death or personal injury resulting from the negligence of its employees or officers;

(b)            for fraud or fraudulent misrepresentations;

; or

(c)             any liability which cannot under applicable law be excluded or limited by agreement.

10.3        Subject to clause 10.2, in no circumstances shall Vicon be liable under or in relation to these Terms or their subject matter (whether such liability arises due to negligence, breach of contract, misrepresentation or for any other reason) for any (whether direct or indirect):

(a)            loss of profits;

(b)            loss of sales;

(c)             loss of opportunity or contract;

(d)            loss of data;

(e)            loss of savings, discount or rebate (whether actual or anticipated);

(f)              loss of use of:

(i)              the Goods;

(ii)             the Software;

(iii)            the App; or

(iv)            any other software;

(g)            indirect or consequential loss or damage; or

(h)            loss of goodwill, business interruption or harm to reputation; whether Vicon is advised of the possibility of any such losses being incurred or not and whether any such losses are reasonably foreseeable or otherwise. For the purposes of this clause the term "loss" includes a partial loss or reduction in value as well as a complete or total loss.

10.4        Subject to clauses 10.2 and 10.3, Vicon's total liability arising from or in connection with these Terms and in relation to anything which Vicon may have done or not done in connection with these Terms (and whether the liability arises because of breach of contract, negligence or for any other reason) including in respect of the indemnity at clause 12.2 and any other matter for which a specific indemnity is given shall be limited to the Price paid by the Customer.

10.5        Vicon will not be liable for breach of any of these Terms (including breach of any warranty) to the extent that the breach concerned arises from or as a consequence of:

(a)            use of any Products other than in accordance with normal operating procedures as described in the manuals or as otherwise notified to the Customer by Vicon;

(b)            any alterations to any Products made by anyone other than Vicon or someone authorized by Vicon;

(c)             any problem with the computer or equipment on which the Computer Software is installed or the Goods used;

(d)            any abnormal or incorrect operating conditions;

(e)            any other hardware, equipment or software being used with or in relation to any Products, unless this use has been expressly approved by Vicon;

(f)              the shipping of the Products;

(g)            reasonable wear and tear, wilful damage, negligence or could be expected to arise in the normal course of use of the Products; or

(h)            the Customer using the Products after notifying Vicon that they do not comply with the warranties contained in clause 11.

11.           Warranties

11.1        The Products are intended for use in the United States. We do not warrant that the Products comply with the laws, regulations or standards of any other jurisdiction.

11.2        Subject to clause 10.5 and the remainder of this clause 11, Vicon warrants that:

(a)            the Goods shall, during the period of 12 months commencing on Delivery (unless an alternative period is agreed in writing between the parties), be free from material defects in design, materials and workmanship under normal conditions of use;

(b)            any Computer Software shall, during the period of 3 months commencing on installation conform in all material respects to the descriptions contained in the user documentation supplied with that Computer Software, provided that the Computer Software is used in accordance with that documentation and on appropriate hardware.

11.3        If either of the warranties in clause 11.2 is breached, the Customer will notify Vicon in writing as soon as is reasonably possible giving sufficient information as to the nature and extent of the breach and (where relevant) the uses to which the Products have been put prior to the problem arising. The Customer must give Vicon a reasonable time to fix the problem and (if necessary) to repair or replace the relevant Product (together a "Remedy"). This will be done without any additional charge to the Customer, except that in the case of Goods, Vicon may require the Customer to return the Goods, at its own expense to Vicon's premises (or such other address as nominated by Vicon) with a full description of the alleged defect which is causing the breach.  If Vicon is able to provide a Remedy within a reasonable time, Vicon will have no other obligations or liability in relation to the breach in question. If Vicon is unable or unwilling to supply a Remedy within a reasonable time, or Vicon does not think that it is a sensible way to deal with the problem, then Vicon may take back the Products which are the subject of the breach and refund to the Customer the amounts actually paid by the Customer to Vicon in relation to those Products.  This shall be Vicon's sole responsibility and Customer's sole remedy in the event of breach of the warranties in clause 11.2.  The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.

11.4        Where a breach of the warranties in clause 11.2 relates to a portion of the relevant Products only and other elements supplied are capable of use separately without material detriment to the Customer, then Vicon may take back (and refund in respect of) that affected portion.

11.5        Where Products are replaced by Vicon in accordance with this clause, the replaced Products (including any parts) shall become the property of Vicon again and these Terms (including the warranties in clause 11.2) shall apply to the new Products (including any parts).

11.6        Except as expressly set out in these Terms, no  conditions, warranties or other terms apply to any Products or other goods or services supplied or to be supplied by Vicon. Subject to clause 10.2, no implied conditions, warranties or other terms apply (including any implied terms as to quality, fitness for purpose or conformance with description). The Customer is responsible for deciding whether or not the Products are suitable for the Customer's purpose and Vicon will not be responsible for this. .  THE WARRANTIES CONTAINED IN THIS CLAUSE 11 SUPERSEDE AND REPLACE (TO THE FULLEST EXTENT PERMITTED BY LAW) ALL OTHER TERMS, CONDITIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED AND WHETHER ARISING BY STATUTE OR OTHERWISE RELATING TO THE CAPACITY, QUALITY, SATISFACTORY NATURE, DESCRIPTION, STATE OR CONDITION OF THE PRODUCTS AND SERVICES OR TO THEIR MERCHANTABILITY OR SUITABILITY FOR THE PARTICULAR PURPOSE.

11.7        In relation to Software and the App, Vicon does not represent or warrant that the Software or any App or its operation will be entirely free from errors.

11.8        If Vicon carries out any repair or replacement to the Goods and/or the Software as specified in clause 11.3 but in circumstances where the relevant defect or malfunction has been caused by an accident, by the improper or abnormal use of the Products by the Customer, or for one of the reasons that Vicon is not responsible under clause 10.5 or otherwise, the Customer shall pay for such repair or replacement (including the cost of any replacement Goods or Software) at Vicon's then current rates, within 30 days of Vicon issuing an invoice for that work.

11.9        In relation to Third Party Software (which is not Embedded Software), any warranty claim against the licensor of that software shall be dealt with by the Customer and the licensor under the relevant Third Party Software License.

12.           Intellectual Property Rights

12.1        Vicon (and its licensors) reserve and retain full ownership of and interest in all inventions, designs, copyrights, processes and any other Intellectual Property Rights of whatever nature relevant to the Products.  The Intellectual Property Rights in all drawings, specifications and manuals created or issued by or on behalf of Vicon belong to Vicon (or its licensors) and are considered by Vicon to be confidential.  The Customer may not reproduce or disclose these drawings, specifications and manuals to anyone without Vicon's prior written consent.  This obligation of confidentiality shall remain in force in perpetuity.

12.2        Subject to clause 12.3 below, Vicon shall indemnify Customer against any loss, damage, or expense (including reasonable legal costs) which Customer incurs or becomes liable for as a result of any claim that the possession or use by Customer of any Products supplied by Vicon infringes the Intellectual Property Rights of any third party in the United States, up to a maximum of the sum paid by the Customer to Vicon for such Products. Vicon's obligation to indemnify the Customer is conditional upon the Customer:

(a)            at Vicon's request and expense, allowing Vicon to conduct the defense of the claim (including settlement);

(b)            making no admission in relation to the claim without the prior consent of Vicon;

(c)             notifying Vicon as soon as is reasonably practicable of the claim setting out full details thereof;

(d)            taking all reasonable steps to minimize the losses that may be incurred by it or by any third party as a result of the claim; and

(e)            at the expense of Vicon, co-operating and assisting to a reasonable extent with Vicon's defense of the claim.

12.3        The indemnity in clause 12.2 will not apply to the extent that the relevant infringement results from the Customer (or anyone the Customer permits to use the Products):

(a)            modifying, altering, adapting, disassembling or reverse engineering any relevant Products without the consent of Vicon;

(b)            failing to use items which update or replace the Products the use of which would have avoided the infringement;

(c)             failing to comply with the terms of any Third Party Software License;

(d)            using information, specifications, documents, facilities or items supplied by Customer to Vicon,

and the Customer shall indemnify Vicon against all losses, damages, liability, costs and expenses (including reasonable legal fees) incurred by Vicon in connection with any claim arising from such circumstances.

13.           Marketing and Advertising

13.1        The Customer grants to Vicon a non-exclusive and perpetual license to use the customer’s name (or fictitious business name or trade name) and logo in Vicon’s marketing and promotional material (including on its website).

14.           Force Majeure

14.1        Vicon shall not be liable for any delay or failure in performing any of its obligations under these Terms to the extent that such delay or failure is caused by circumstances outside the reasonable control of Vicon (including any delay caused by any act or default of the Customer).

14.2        If, as a result of circumstances outside the reasonable control of Vicon, Vicon is only able to deliver part of the Products, the Customer shall pay to Vicon the proportion of the Price appropriate to the Products which have been delivered or performed.

14.3        If, as a result of circumstances outside the reasonable control of Vicon, Vicon is unable to deliver the Products (or any part thereof) or is delayed in or prevented from doing so for a in excess of 60 days, the parties shall renegotiate the Contract to achieve, as nearly as possible, the original commercial intent.

15.           Termination

15.1        Notwithstanding any other remedies available to it under these Terms, Vicon may terminate an Order or any other Contract which it has with a Customer at any time by notifying the Customer by email if:

(a)            the Customer commits a material breach of these Terms and such breach is not remediable; or

(b)            the Customer commits a material breach of the Contract which is not remedied within 14 days of receiving email notice of such breach;

15.2        Termination or expiration of the Contract shall not affect any accrued rights and liabilities of Vicon at any time up to the date of termination.

16.           Assignment

Except as expressly provided for in these Terms, the Customer may not assign, transfer or otherwise deal with its rights and/or obligations under these Terms without the prior written consent of Vicon. Vicon may assign its rights and/or obligations under these Terms without the consent of the Customer.

17.           Severability, Waiver, Entire Agreement and Third Party Rights

17.1        If any provision of these Terms is held for any reason to be ineffective or unenforceable, this shall not affect the validity or enforceability of (i) any other provision of these Terms; or (ii) these Terms as a whole.  If any ineffective or unenforceable provision would be valid or enforceable if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the reasonable  intent of the parties.

17.2        If a party: (i) delays in enforcing its rights under these Terms (whether in relation to a breach by the other party or otherwise); or (ii) agrees not to enforce its rights, or to delay doing so, then unless the party concerned expressly agrees otherwise, that delay or agreement shall not be treated as waiving the rights of the party concerned. Any waiver of a party's rights in relation to a particular breach of these Terms shall not operate as a waiver of any subsequent breach. No right, power or remedy to which either party is entitled under this Contract is exclusive of any other right, power or remedy available to that party.

17.3        These Terms and any documents entered into pursuant to them constitute the entire agreement between us in respect of its subject matter. Subject to clause 10.2, each party acknowledges that, in entering into these Terms, it has not relied on any statement or representation made by the other party that has not been set out in these Terms, and agrees that it will not try to rely on any representation made by the other party except to the extent that the representation concerned is contained in these Terms.

17.4        These Terms are not intended to be for the benefit of any third party, and there are not intended or third party beneficiaries of this Agreement.

18.           Anti Bribery

18.1        Each party shall comply with all applicable anti-bribery laws, including but not limited to the Foreign Corrupt Practices Act. In addition to applicable local laws.

18.2        Each party shall immediately notify the other as soon as it becomes aware of a breach or possible breach of any of the requirements in this clause 18.

19.           Equitable Relief

The Customer recognizes that any breach or threatened breach of these Terms may cause Vicon irreparable harm for which damages may not be an adequate remedy. Accordingly, in addition to any other remedies and damages available to Vicon, the Customer acknowledges and agrees that Vicon is entitled to the remedies of specific performance, injunction and other equitable relief without proof of special damages.

20.           Applicable Laws

20.1        These Terms and any dispute or claim (including non-contractual disputes and claims) arising out of or in connection with them shall be governed by and construed in accordance with the laws of the State of California.  The parties submit to exclusive jurisdiction of the courts of located in Los Angeles County, California. Notwithstanding the submission to the exclusive jurisdiction, Vicon may bring proceedings in the courts of any other state which may have jurisdiction for reasons other than the parties' choice, for the purpose of seeking:

(a)            an injunction, order or other non-monetary relief (or its equivalent in such other state); and/or

(b)            any relief or remedy which, if it (or its equivalent) were granted by the state or federal courts located in Los Angeles, California, would not be enforceable in such other state.