Terms & Conditions
The Company
Octopus is edited by Noismada
Noismada@octopusshowcontrol.com
General Sale Conditions
1.Application and Deviations
The present general sales conditions are applicable to all Noismada contractual transactions between the parties, notwithstanding any other stipulations on order forms or any other documents issued by the Buyer. Derogation is allowed only by express written agreement. Even then, the general sales conditions will apply for all the remaining items.
2.Offers and Order Confirmation
Each order binds the Buyer, but only binds the Seller after written confirmation, delivery or invoicing. Only written quotations issued by the Seller will be considered as valid, for the indicated period. If no period is indicated, the quotations remain valid for 15 days. After this term, and if an order is placed, the Seller has the right to accept or to refuse the order or to change its conditions.
3.Pricing
The indicated prices exclude taxes. Taxes will be added to the invoice when applicable. In the event of import duties payable in the country of the Buyer, those duties will be supported by the Buyer.
4.Terms of delivery
Unless provided otherwise in writing, software license codes and activation instructions are sent by e-mail to the address mentioned by the buyer in his account immediately after the automated payment process.
5.Complaints / Cancellations / Returns
Software or footage purchased online through our website is considered opened at the time of purchase. Software license cannot be returned / refunded / exchanged if the activation code has been used to obtain a serial number and activate the software on a computer. If the license has not been used to generate a serial number it will be refunded within 30 days after the Seller’s acknowledgement to the refund request sent by the User.
6.Upgrades, updates, conversion offers and special offers in any form cannot be returned / refunded / exchanged
The Seller reserves the right to keep an amount of 30 USD on each refund no matter the amount refunded in order to cover administrative costs. Recourse against the Seller is in any case limited to the amount of the invoice for the goods concerned. Any other form of compensation is excluded.
7.Force Majeure – Acts of God
If the Seller or its suppliers cannot produce and/or deliver as a result of force majeure or other special circumstances such as conflicts of any kind (state of war, strike, lock out, unlawful occupation of premises, etc.) the Seller can decide to cancel the further (total or partial) execution of the agreement, or to postpone delivery to a later date than agreed upon, without the Buyer being entitled to any claim of compensation.
8.Payment
Unless provided otherwise in writing, the invoices are due upon receipt. Depending on the circumstances and in particular when the Seller ascertains a deterioration in the Buyer’s solvency, the Seller is entitled to claim all necessary financial guarantees to ensure the integral execution of his contractual obligations. This claim can be made before or after the delivery or at any moment during the execution of the contract. If the required guarantees are not provided by the Buyer, the Seller shall be entitled to suspend his obligations and to invoke the termination of the whole or part of the contract.
9.Non-Payment
Any invoice not paid on the due date, will legally and without notice of default be increased with 12 percent A.P.R. (Annual Percentage Rate). In addition, each overdue amount will legally be increased by 10 percent with a minimum of a fixed amount of USD 50 in compensation for the costs incurred for the collection of the outstanding amounts. The default of payment on its due date of a single invoice entitles the Seller to terminate forthwith all ongoing contracts and makes all other invoices immediately payable, irrespective of their due date.
10.Annulments or Breach
In the event of non-payment, the above-mentioned clauses do not in any way keep the Seller from recording the breach of the sales agreement and/or to legally claim its annulment, as well as reimbursement of all damages at the expense of the Buyer. If there is a breach of the sales agreement by the Buyer, or it is annulled by the Buyer, wholly or in part, the latter will owe the Seller a fixed and non-negotiable amount in damages, equal to at least 20 percent of the amount of the annulled or breached sales agreement or part thereof. This does not remove the Seller’s right to seek further compensation for any other additional damages and payment of future expenses to return the goods to the Seller’s premises and/or return them to their original state. In the case the Seller would fail to fulfill his own obligations, the Buyer would be entitled to the same compensation as the Seller would be entitled to, in the opposite case.
11.Intellectual property – copyrights
The delivery of the goods does not imply any transfer of their copyright. Copyrights on the goods remain the sole property of the Seller. The goods or any essential part of the trademarks, drawings, models, patents, etc.. shall not be imitated or copied without prior written consent of the Seller.
12.Applicable Law – Jurisdiction
Any dispute between the Seller and the Buyer arising from the present contract and its execution, shall be governed by French law in general and by the present general sales conditions in particular. The present contract does not fall within the provisions of the Treaty of Vienna of 11 April 1980 on the international sale of goods. In case of litigation the Courts of France shall have sole jurisdiction.
End-User License Agreement (EULA)
IMPORTANT READ CAREFULLY:
This Noismada End-User License Agreement (“EULA”) is a legal agreement between you (either an individual or a single entity) and Noismada for the Noismada software product identified above, which includes “online” or electronic documentation and may include computer software and associated media and printed materials (“SOFTWARE PRODUCT” or “SOFTWARE”). By installing, copying, or otherwise using the SOFTWARE PRODUCT, you agree to be bound by the terms of this EULA. If you do not agree to the terms of this EULA, you are not authorized to use the SOFTWARE PRODUCT.
SOFTWARE PRODUCT LICENSE
The SOFTWARE PRODUCT is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The SOFTWARE PRODUCT is licensed, not sold.
1. GRANT OF LICENSE
This EULA grants you the following rights upon your purchase of the SOFTWARE PRODUCT license:
* Primary Installation and Use. You may install and use copies of the SOFTWARE PRODUCT on a personal computer considered to be your primary computer for use primarily by you.
* Backup copy. You may make copies of the SOFTWARE PRODUCT solely for backup or archival purposes.
2. PREVIEW AND BETA VERSIONS
Preview and Beta versions are provided for a time-expired period for the evaluation and initial product testing use. Evaluation versions are not licensed for extended use.
3. EVALUATION VERSIONS
Evaluation versions are provided for one-time 30-day evaluation and initial product testing use. Evaluation versions are not licensed for extended use.
4. OTHER RIGHTS AND LIMITATIONS
You agree to use the SOFTWARE PRODUCT solely for your own personal use and you will not translate, decompile, reverse engineer, disassemble, modify, copy, alter, merge-into other software, reproduce, rent, lease, lend, distribute, or re-market the SOFTWARE PRODUCT or any part thereof.
5. COPYRIGHT
All title and copyrights in and to the SOFTWARE PRODUCT and any copies thereof are owned by Noismada. All title and intellectual property rights in and to the content which may be accessed through use of the SOFTWARE PRODUCT is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. This EULA grants you no rights to use such content. Noismada reserves the right and the sole discretion to (A) make improvements, corrections, adaptations, conversions and/or any other change to the SOFTWARE PRODUCT; (B) change, limit, terminate or cease to provide, at any time, temporarily or permanently, without prior notice, for any reason or no reason, to all users or any number thereof of the SOFTWARE PRODUCT and its availability and functionality, (C) establish new operating and usage policies for the SOFTWARE PRODUCT or change them at any time temporarily or permanently without prior notice, for any reason or no reason.
6. NO WARRANTIES AND NO LIABILITY FOR DAMAGES
YOU EXPRESSLY AGREE THAT DOWNLOADING THE SOFTWARE AND ANY USE OF THE SOFTWARE IS AT YOUR OWN RISK. NO WARRANTY, REPRESENTATION, CONDITION, UNDERTAKING OR TERM – EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE – INCLUDING BUT NOT LIMITED TO THE CONDITION, QUALITY, DURABILITY, PERFORMANCE, ACCURACY, STABILITY, RELIABILITY, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OR USE OF THE SOFTWARE IS GIVEN OR ASSUMED BY Noismada. ALL SUCH WARRANTIES, REPRESENTATIONS, CONDITIONS, UNDERTAKINGS AND TERMS ARE HEREBY EXCLUDED. Noismada MAKES NO WARRANTY THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS, OR THAT IT WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; IN NO EVENT SHALL Noismada BE LIABLE TO ANY PARTY FOR ANY DAMAGES INCLUDING WITHOUT LIMITATION, ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR INFORMATION, LOSS OF PROFITS AND SAVINGS AND THE LIKE), OR ANY OTHER DAMAGES ARISING – IN ANY WAY, SHAPE OR FORM – OUT OF THE AVAILABILITY, USE, RELIANCE ON, INABILITY TO UTILIZE OR IMPROPER USE OF THE SOFTWARE EVEN IF Noismada SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THE ABOVE EXCLUSIONS OF INCIDENTAL AND CONSEQUENTIAL DAMAGES MAY NOT APPLY TO YOU.