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Terms of Use, Warranty, Returns, Purchase Order Terms & Conditions

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Terms of Use Agreement

Updated: February 18, 2016

Welcome! These Terms of Use (the "Terms of Use") govern your use of the Curvature.com website (together with all subpages thereunder, the "Site"). Your access to, and use of, the Site, and the services, products and networks found at or related to the Site (referred to collectively as the "Service") are subject to these Terms of Use. The terms "Company", "we," "us", or "our" shall refer to Curvature LLC and its subsidiaries, affiliates, sister and parent companies.

By using the Site, you signify that you have read, understand and agree to be bound by these Terms of Use and to comply with all applicable laws and regulations, including U.S. export and re-export control laws and regulations.

We may change or modify these Terms of Use at any time without further notice and such changes or modifications will come into effect immediately upon posting to the Site. We will indicate at the top of this page the date these Terms of Use were last revised. Your continued use of the Service or the Site after any change or modification constitutes your acceptance of the new Terms of Use. If you do not agree to abide by these or any future versions of the Terms of Use, do not use or access (or continue to use or access) the Service or the Site. It is your responsibility to regularly check the Site to determine if there have been changes to these Terms of Use.

PLEASE READ THESE TERMS OF USE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS, INCLUDING VARIOUS LIMITATIONS AND EXCLUSIONS.

Personal Use Only
The Site and Services are made available for your personal, non-commercial use only. You may not use the Site to sell a product or service, or to increase traffic to your Web site for commercial reasons, such as advertising sales. You may not take the results from a search and reformat and display them, or mirror the Company home page or results pages on your Website. You may not "meta-search" the Site. If you want to make commercial use of the Services, you must enter into written agreement with us to do so in advance.

Submissions
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Site or the Service ("Submissions"), provided by you to us are non-confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you. Notwithstanding the foregoing, all personally identifiable information provided to us will be treated in accordance with our privacy policy.

User Conduct
You agree that you will not distribute, post or transmit to or from this Site any Submissions that are unlawful, defamatory, harassing, threatening, libelous, obscene, pornographic or otherwise sexually explicit, scandalous, inflammatory, or other material that could give rise to any civil or criminal liability under the law.

Intellectual Property
All information, materials and other content contained on this Site (including any submissions as discussed above, "Content") are our copyrighted material. Except as stated herein, none of the Content may be used, copied, reproduced, transmitted, re-transmitted, distributed, downloaded, posted or otherwise exploited without our prior written consent.

Trademarks
"Curvature” and “NetSure” are registered trademarks of the Company. You are not permitted to use these trademarks without the Company’s prior written consent.

No Representations and Warranties
EXCEPT AS EXPRESSLY SET FORTH HEREIN, WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, NONINFRINGEMENT OR ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE SPECIFICALLY DISCLAIM ANY REPRESENTATION OR WARRANTY REGARDING THE ERROR-FREE, DISRUPTION-FREE OR INTERRUPTION-FREE NATURE OF THE SITE OR THE SERVICES.

Limitation of Liability
UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, RELIANCE, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, COST OF COVER, OR LOST DATA THAT ARISE IN WHOLE OR IN PART FROM YOUR USE OF, OR  INABILITY TO USE, THE SITE OR THE SERVICES, OR YOUR RELIANCE UPON THE SITE OR THE SERVICES, OR OUR PROVISION OF, OR FAILURE TO PROVIDE, THE SITE OR THE SERVICES, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ADDITION, WE HAVE NO DUTY TO UPDATE THE SITE OR THE CONTENTS THEREOF. IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, OR OTHERWISE) EXCEED FIVE DOLLARS ($5.00). IF YOU ARE DISSATISFIED WITH THE SITE OR THE SERVICES, YOUR SOLE AND EXCLUSIVE REMEDY SHALL BE TO DISCONTINUE USE OF THE SITE AND THE SERVICES.

Governing Law; Other
The laws of the State of California, without regard to principles of conflict of laws, will govern these Terms of Use and any dispute of any sort that might arise between you and us or any of our affiliates. You agree not to commence or prosecute any action in connection therewith other than in the state and federal courts located in Santa Barbara, California, and you hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to, venue and jurisdiction in the state and federal courts of Santa Barbara, California.

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Privacy Policy

Version: May 24, 2018
Curvature, Inc. and its subsidiaries (“Curvature” or “Curvature Group”) are committed to protecting the online privacy of the users of this website (“Website”). As such, this Privacy Policy has been written in order to allow you to understand Curvature’s policy regarding your privacy, as well as how your personal information will be handled when using the Website. This Privacy Policy will also provide you with information so that you are able to consent to the processing of your personal data in an explicit and informed manner, where appropriate. In general, any information and data which you provide to Curvature over the Website, or which is otherwise gathered via the Website by Curvature, in the context of the use of Curvature’s services (“Services”), will be processed by Curvature in a lawful, fair and transparent manner. To this end, and as further described below, Curvature takes into consideration internationally recognised principles governing the processing of personal data, such as purpose limitation, storage limitation, data minimisation, data quality and confidentiality.

1. Data controller

Curvature, as identified at the top of this Privacy Policy, is the data controller regarding all personal data processing carried out through the Website.

For any questions related to this Privacy Policy, please contact: DataPrivacy@Curvature.com

Personal Data processed

When you use the Website, Curvature will collect and process information regarding you (as an individual) which allows you to be identified either by itself, or together with other information which has been collected. Curvature may also be able to collect and process information regarding other persons in this same manner, if you choose to provide it to Curvature.

This information may be classified as “Personal Data” and can be collected by Curvature both when you choose to provide it (e.g., when you sign up for an account, in order to receive Curvature’s Services) or simply by analysing your behaviour on the Website.

Personal Data which can be processed by Curvature through the Website are as follows:

a. Name, contact details and other Personal Data

In various sections of the Website – e.g. if you decide to request a quote on the Website, or to subscribe to the Website’s Blog – you will be asked to submit information such as your name, phone / mobile numbers and e-mail address, as well as information related to the company you currently work for and your position in that company.

In addition, whenever you participate in surveys and other promotions which may be available on the Website, as well as whenever you communicate with Curvature through the contact details provided in the Website, Curvature may collect additional information which you choose to provide. This is also the case regarding any information you choose to disclose in certain sections of the Website which allow you to participate in a public forum or to contact Curvature directly.

b. Special categories of Personal Data

Certain areas of the Website include free text fields where you can write messages to Curvature (e.g., the Live Chat), or otherwise allow you to post various types of content on the Website, which may contain Personal Data.

Where these fields are completely free, you may use them to disclose, or may post content which discloses (inadvertently or not) more sensitive categories of Personal Data, such as data revealing your racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership. The content you upload in these fields may also (inadvertently or not) include other types of sensitive information relating to you, such as your genetic data, biometric data or data concerning your health, sex life or sexual orientation.

Curvature asks that you do not disclose any sensitive Personal Data on the Website, unless you consider this to be strictly necessary. If you do, then this Personal Data may be processed by the Company based on your explicit consent.

c. Other persons’ Personal Data

As mentioned in the previous section, certain areas of the Website include free text fields where you can write messages to Curvature, or otherwise allow you to post various types of content on the Website. These messages and content may (inadvertently or not) include Personal Data related to other persons.

In any situation where you decide to share Personal Data related to other persons on the Website, you will be considered as an independent data controller regarding that Personal Data and must assume all inherent legal obligations and responsibilities. This means, among other things, that you must fully indemnify Curvature against any complaints, claims or demands for compensation for damages which may arise from the processing of this Personal Data, brought by the third parties whose information you provide through the Website.

As Curvature does not collect this information directly from these third parties (but rather collects them, indirectly, from you), you must make sure that you have these third parties’ consent before providing any information regarding them to Curvature; if not, then you must make sure there is some other appropriate grounds on which you can rely to lawfully give Curvature this information.

d. Browsing data

The Website’s operation, as is standard with any websites on the Internet, involves the use of computer systems and software procedures, which collect information about the Website’s users as part of their routine operation. While Curvature does not collect this information in order to link it to specific users, it is still possible to identify those users either directly via that information, or by using other information collected – as such, this information must also be considered Personal Data.

This information includes several parameters related to your operating system and IT environment, including your IP address, location (country), the domain names of your computer, the URI (Uniform Resource Identifier) addresses of resources you request on the Website, the time of requests made, the method used to submit requests to the server, the dimensions of the file obtained in response to a request, the numerical code indicating the status of the response sent by the server (successful, error, etc.), and so on.

These data are used to compile statistical information on the use of the Website, as well as to ensure its correct operation and identify any faults and/or abuse of the Website.

e. Cookies

- Definitions, characteristics, and application of standards

Cookies are small text files that may be sent to and registered on your computer by the websites you visit, to then be re-sent to those same sites when you visit them again. It is thanks to these cookies that those websites can “remember” your actions and preferences (e.g., login data, language, font size, other display settings, etc.), so that you do not need to configure them again when you next visit the website, or when you change pages within a website.

Cookies are used for electronic authentication, monitoring of sessions and storage of information regarding your activities when accessing a website. They may also contain a unique ID code which allows tracking of your browsing activities within a website, for statistical or advertising purposes. Some operations within a website may not be able to be performed without the use of cookies which, in certain cases, are technically necessary for operation of the website.

When browsing a website, you may also receive cookies from websites or web servers other than the website being visited (i.e., “third-party cookies”).

There are various types of cookies, depending on their characteristics and functions, which may be stored on your computer for different periods of time: “session cookies”, which are automatically deleted when you close your browser, and “persistent cookies”, which will remain on your device until their pre-set expiration period passes.

According to the law which may be applicable to you, your consent may not always be necessary for cookies to be used on a website. In particular, “technical cookies” – i.e. cookies which are only used to send messages through an electronic communications network, or which are needed to provide services you request – typically do not require this consent. This includes browsing or session cookies (used to allow users to login) and function cookies (used to remember choices made by a user when accessing the website, such as language or products selected for purchase).

On the other hand, “profiling cookies” – i.e., cookies used to create profiles on users and to send advertising messages in line with the preferences revealed by users while browsing websites – typically require specific consent from users, although this may vary according to the applicable law.

- Types of cookies used by the Website

The Website use the following types of cookies:

  • Browsing or session cookies, which are strictly necessary for the Website’s operation, and/or to allow you to use the Website’s content and Services.
  • Analytics cookies, which allow Curvature to understand how users make use of the Website, and to track traffic to and from the Website.
  • Function cookies, which are used to activate specific Website functions and to configure the Website according to your choices (e.g., language), in order to improve your experience.
  • Profiling cookies, which are used to observe the preferences you reveal through your use of the Website and to send you advertising messages in line with those preferences.

Curvature also uses third-party cookies – i.e. cookies from websites / web servers other than the Website, owned by third parties. These third parties will either act as independent data controllers from Curvature regarding their own cookies (using the data they collect for their own purposes and under terms defined by them) or as data processors for Curvature (processing personal data on Curvature’s behalf). For further information on how these third parties may use your information, please refer to their privacy policies:

Google

LinkedIn: https://www.linkedin.com/legal/privacy-policy

LivePerson: https://www.liveperson.com/policies/privacy

Marin Software: http://www.marinsoftware.com/privacy/privacy-central

Marketo (Munchkin): https://documents.marketo.com/legal/cookies/

Rubicon Project: http://rubiconproject.com/rubicon-project-yield-optimization-privacy-policy/

Spiceworks: https://www.spiceworks.com/privacy/

Optimizely: https://www.optimizely.com/privacy/

Open X: https://www.openx.com/legal/privacy-policy/

Wistia: https://wistia.com/privacy

- Cookies present on the Website

In detail, the cookies present on the Website are as follows:

Technical name Data Controller Cookie type, function and purpose    Duration
cookie_accept_v1  Curvature Function cookie.
Determines if the user has accepted the ability to use cookies.
28 days
curvature_splash
_field_%
 Curvature Function cookie.
Determines if the user has previously viewed interstitial / pop-up content on the current page.
28 days

- Cookie settings

You can block or delete cookies used on the Website via your browser options. Your cookie preferences will be reset if different browsers are used to access the Website. For more information on how to set the preferences for cookies via your browser, please refer to the following instructions:

CAUTION: If you block or delete technical and/or function cookies used by the Website, the Website may become impossible to browse, certain services or functions of the Website may become unavailable or other malfunctions may occur. In this case, you may have to modify or manually enter some information or preferences every time you visit the Website.

Curvature uses Google Analytics on the Website. This is a tool developed by Google and used to collect information, which permits evaluation of the use of the Website, analysis of your behaviour and improvement of your experience with the Website. You can obtain more information about how to opt out of Google Analytics at: https://tools.google.com/dlpage/gaoptout.

2. Purposes of processing

Curvature intends to use your Personal Data, collected through the Website, for the following purposes:

  • To verify your identity and assist you, in case you lose or forget your login / password details for any of Curvature’s registration services, to allow you to access different restricted areas and sections of the Website (such as the Customer Portals), to request quotes, to send messages to Curvature, and to provide any other Services which you may request (“Service Provision”);
  • For future marketing, promotional and publicity purposes, including to carry out direct marketing, market research and surveys, via e-mail and/or SMS (“Marketing”);
  • To create a profile of you as a Website user, through the use of profiling cookies and by collecting and analysing information on the preferences you select and choices you make in the Website, as well as your general activities on the Website. This profile will be used to give you information about other websites / services which Curvature believes you may be interested in, and to show you information and advertisements which may be relevant to you and your interests. All algorithms involved in this processing are regularly tested, to ensure the processing’s fairness and control for bias (“Profiling”);
  • For compliance with laws which impose upon Curvature the collection and/or further processing of certain kinds of Personal Data (“Compliance”);
  • For development and administration of the Website, in particular by use of data analytics regarding how you and other users use the Website, as well as the information and feedback you provide, to improve our offerings (“Analytics”);
  • To prevent and detect any misuse of the Website, or any fraudulent activities carried out through the Website (“Misuse/Fraud”).

3. Grounds for processing and mandatory / discretionary nature of processing

Curvature’s legal bases to process your Personal Data, according to the purposes identified in Section 3, are as follows:

  • Service Provision: processing for these purposes is necessary to provide the Services and, therefore, is necessary for the performance of a contract with you. It is not mandatory for you to give Curvature your Personal Data for these purposes; however, if you do not, Curvature will not be able to provide any Services to you.
  • Marketing: processing for these purposes is based on Curvature’s legitimate interest in promoting its goods and services to its existing and potential customer base. Though Curvature’s customers are exclusively legal persons (as Curvature does not supply goods or services to individuals), this implies the use of personal data on contact persons within those legal persons, such as names and contact details. Given the fact that these direct marketing communications are directed at legal persons, that they are collected in the context of a request for a quote or an actual sale of Curvature’s goods and services, and that individuals which receive these communications are entitled to opt-out at any time (including when their data is collected and within each communication sent), Curvature believes that its legitimate interest is not overridden by individuals’ rights, freedoms and interests. It is not mandatory for you to allow Curvature to use your Personal Data for these purposes, and you will suffer no consequence if you choose not to (aside from not being able to receive further marketing communications from Curvature).
  • Profiling: processing for this purpose is based on your consent, given by accepting the use of profiling cookies. It is not mandatory for you to give consent to Curvature for use of your Personal Data for this purpose, and you will suffer no consequence if you choose not to (aside from not being able to benefit from greater personalisation of your user experience regarding the Website). Any consent given may also be withdrawn at a later stage (please see Section 8 for more information).
  • Compliance: processing for this purpose is necessary for Curvature to comply with its legal obligations. When you provide any Personal Data to Curvature, Curvature must process it in accordance with the laws applicable to it, which may include retaining and reporting your Personal Data to official authorities for compliance with tax, customs or other legal obligations.
  • Analytics: Information collected for this purpose is used to allow Curvature to understand how users interact with the Website and to improve the Website accordingly, with the aim to providing a better user experience.
  • Misuse/Fraud: Information collected for this purpose is used exclusively to prevent and detect fraudulent activities or misuse of the Website (for potentially criminal purposes).

4. Recipients of Personal Data

Your Personal Data may be shared with the following list of persons / entities (“Recipients”):

  • Persons, companies or professional firms providing Curvature with advice and consultancy regarding accounting, administrative, legal, tax, financial and debt collection matters related to the provision of the Services;
  • Entities engaged in order to provide the Services (e.g., hosting providers or e-mail platform providers);
  • Persons authorised by Curvature to perform technical maintenance (including maintenance of network equipment and electronic communications networks);
  • Persons authorised by Curvature to process Personal Data needed to carry out activities strictly related to the provision of the Services, who have undertaken an obligation of confidentiality or are subject to an appropriate legal obligation of confidentiality (e.g.,employees of Curvature);
  • Other companies within the Curvature Group; and
  • Public entities, bodies or authorities to whom your Personal Data may be disclosed, in accordance with the applicable law or binding orders of those entities, bodies or authorities;

5. Transfer of Personal Data

Considering Curvature’s worldwide presence and business operations, your Personal Data may be transferred to Recipients located in several different countries. Curvature implements appropriate safeguards to ensure the lawfulness and security of these Personal Data transfers, such as by relying on adequacy decisions from the European Commission, standard data protection clauses adopted by the European Commission, or other safeguards or conditions considered adequate to the transfer at hand.

6. Retention of Personal Data

Personal Data processed for Service Provision will be kept by Curvature for the period deemed strictly necessary to fulfil such purposes – in any case, as these Personal Data are processed for the provision of the Services, Curvature may continue to store this Personal Data for a longer period, as may be necessary to protect Curvature’s interests related to potential liability related to the provision of the Services.

Personal Data processed for Marketing will be kept by Curvature until you opt-out or unsubscribe. Once this is done, Personal Data will no longer be used for these purposes, although it may still be kept by Curvature, in particular as may be necessary to protect Curvature’s interests related to potential liability related to this processing.

Personal Data processed for Profiling will be kept by Curvature from the moment you give consent until the moment you withdraw the consent given. Once consent is withdrawn, Personal Data will no longer be used for these purposes, although it may still be kept by Curvature, in particular as may be necessary to protect Curvature’s interests related to potential liability related to this processing.

Personal Data processed for Compliance will be kept by Curvature for the period required by the specific legal obligation or by the applicable law.

Personal Data processed for Analytics and Misuse/Fraud will be kept by Curvature for as long as deemed strictly necessary to fulfil the purposes for which it was collected, unless you validly object to the processing of your Personal Data for these purposes (please see Section 8 for further information).

7. Data subjects’ rights

As a data subject, are entitled to exercise the following rights before Curvature, at any time:

  • Access your Personal Data being processed by Curvature (and/or a copy of that Personal Data), as well as information on the processing of your Personal Data;
  • Correct or update your Personal Data processed by Curvature, where it may be inaccurate or incomplete;
  • Request erasure of your Personal Data being processed by Curvature, where you feel that the processing is unnecessary or otherwise unlawful;
  • Request the restriction of the processing of your Personal Data, where you feel that the Personal Data processed is inaccurate, unnecessary or unlawfully processed, or where you have objected to the processing;
  • Exercise your right to portability: the right to obtain a copy of your Personal Data provided to Curvature, in a structured, commonly used and machine-readable format, as well as the transmission of that Personal Data to another data controller;
  • Object to the processing of your Personal Data, based on relevant grounds related to your particular situation, which you believe must prevent Curvature from processing your Personal Data; or
  • Withdraw your consent to processing (for Profiling).

Please note that most of the personal information you provide to Curvature can be changed at any time, including your e-mail preferences, by accessing the user profile you can create on the Website.

You can object to the processing of your Personal Data for Marketing also by selecting the appropriate link included at the bottom of every marketing e-mail message received.

Aside from the above means, you can also exercise your rights described above by sending a written request to Curvature at the following address: DataPrivacy@Curvature.com

In any case, please note that, as a data subject, you are entitled to file a complaint with the competent supervisory authorities for the protection of Personal Data, if you believe that the processing of your Personal Data carried out through the Website is unlawful.

8. Amendments

This Privacy Policy entered into force on May 24, 2018. Curvature reserves the right to partly or fully amend this Privacy Policy, or simply to update its content, e.g., as a result of changes in applicable law. If Curvature makes a change to this policy, that in Curvature’s sole discretion is material, Curvature will inform you of such changes as soon as they are introduced, and they will be binding as soon as they are published on the Website. Curvature therefore invites you to regularly visit this Privacy Policy in order to acquaint yourself with the latest, updated version of the Privacy Policy, so that you may remain constantly informed on how Curvature collects and uses Personal Data.

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Equipment Returns

You may return Equipment within thirty (30) days of the date on which you received the Equipment subject to a restocking fee equal to 20% of the purchase price for such Equipment. You must return such Equipment in the same condition it was in when it was initially delivered to you.

We will replace non-working or defective Equipment in accordance with the terms of our Warranty as set forth below.

If you wish to return any Equipment, you must first contact us for prior authorization and additional instructions. You may contact us at returns@curvature.com.

The return policy set forth above only applies to pre-owned and refurbished original equipment manufacturer (“OEM”) branded  equipment, OEM branded equipment acquired outside of authorized resale channels (i.e. “new in box” or “out of channel” equipment) and new Curvature branded equipment (collectively, the “Equipment”). Returns of new OEM branded equipment are subject to the return polices of the OEM.

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Warranty

Curvature's Equipment Warranty

This warranty applies to pre-owned and refurbished original equipment manufacturer (“OEM”) branded  equipment, OEM branded equipment acquired outside of authorized resale channels (i.e. “new in box” or “out of channel” equipment) and most new Curvature branded equipment (collectively, the “Equipment”).  

Curvature warrants that the Equipment sold to Buyer will be free from defects in material and workmanship for the lifetime of such Equipment provided that the Equipment is properly used and maintained. Notwithstanding the foregoing, the warranty period for new Curvature branded hard drives shall be limited to five years from the date of purchase.  

During the warranty period, Curvature will replace any defective Equipment, or if it is unable to locate a suitable replacement, Curvature will repair the Equipment. If it is unable to do either, Curvature will refund the purchase price to Buyer.  

Curvature reserves the right to replace defective Equipment with the same model or with an upgraded model with comparable functionality.

Buyer must follow the return procedures described on the following page:
https://www.curvature.com/PoliciesAndWarranty#ProductReturns

Buyer must return the defective Equipment to Curvature within ten (10) days of receipt of the Replacement Equipment. Curvature shall cover the costs of shipping the defective Equipment back to Curvature.  Buyer must obtain a valid return authorization number from Curvature for all returns prior to returning Equipment.   

Curvature will pay for the costs to ship any “Repaired Equipment” or “Replacement Equipment” to the Buyer. Replacement Equipment and Repaired Equipment will be shipped using Curvature's preferred carrier, freight prepaid by Curvature. Curvature shall also cover the cost of any import duties, taxes or other similar fees, arising in connection with the shipment of such Equipment, except for any such duties, taxes or fees arising as a result of shipments to India, China, Russia or Brazil, which shall be Buyer’s responsibility.

This warranty does not apply to any failure of the Equipment as a result of misuse, abuse, accident, neglect or mishandling, lack of proper maintenance, environmental factors, improper installation or configuration, flood, fire or other natural disasters, physical damage, electrical issues such as lightning, power surges or incorrect electrical voltages, or improper modifications.

This warranty is only valid for the original purchaser of the Equipment (“Buyer”).

This warranty does not apply to any new OEM branded equipment for which Curvature is an authorized reseller or any new OEM branded equipment acquired for resale by Curvature from an authorized reseller. Warranties for such equipment are provided solely by the manufacturer of the equipment. CURVATURE EXPRESSLY DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO ANY SUCH EQUIPMENT, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WHATSOEVER. To the extent it is authorized, Curvature will pass through to the Buyer any transferable warranties. Curvature’s sole responsibility with respect to any such warranties is to provide Buyer with reasonable assistance in its efforts to have the manufacturer honor the warranties.

This warranty does not apply to any products purchased in wholesale transactions. This warranty does not cover software products, batteries, licenses or any services, including SMARTnet and NetSure maintenance services. Curvature disclaims any warranty, express or implied, for such goods and services, except as separately agreed to in writing by Curvature.

EXCEPT AS SET FORTH ABOVE, OR AS OTHERWISE AGREED TO BY CURVATURE IN WRITING, CURVATURE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, WITH REGARD TO THE EQUIPMENT, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, SUITABILITY, OR NON-INFRINGEMENT.

THE REMEDY OF REPAIR, REPLACEMENT OR REFUND, AS DETERMINED IN CURVATURE’S SOLE DISCRETION, WILL BE THE EXCLUSIVE AND SOLE REMEDY OF BUYER WITH RESPECT TO ANY CLAIMS BASED ON THE EQUIPMENT.  IN NO EVENT SHALL CURVATURE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONTINGENT, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, DAMAGE OR LOSS OF OTHER PROPERTY OR GOODS, LOSS OF PROFITS OR REVENUE OR LOSS OF USE.

THE LIFETIME WARRANTY COVERAGE SET FORTH ABOVE TERMINATES UPON THE SALE OR TRANSFER OF THE EQUIPMENT BY BUYER TO ANOTHER PARTY.

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Hardware and Software Updates

Curvature is a supplier of pre-owned hardware and a provider of third-party maintenance and support. As such, we are not responsible for software updates as those must be supplied by the original manufacturer. We can, however, offer hardware replacements with alternate or newer hardware; costs for this can be supplied upon request. If a customer is interested in an individual device or platform research around software updates, Curvature can also provide that service at an additional cost.

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Selling Equipment to Curvature

We honor our commitments and we expect anyone who sells us equipment to do the same. If we buy equipment from you and such equipment is not in good physical and working condition with valid serial numbers, we expect you to refund all amounts we paid for such equipment. We will only buy equipment from legitimate suppliers who are able to convey to us clear and free title to the equipment.

To request a bid for your equipment, click here.

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Curvature LLC Purchase Order Terms and Conditions for North America and South America

  1. General Application. These terms and conditions and the Purchase Order to which they are attached (together, the “Agreement”) govern the purchase of the equipment, software and services specified in the Purchase Order by Curvature LLC (“Curvature”) from the person or entity identified as the seller in the Purchase Order (“Seller”). Any services specified on the Purchase Order are referred to herein as the “Services” and any equipment or software specified on the Purchase Order is referred to herein collectively as the “Goods”.  By accepting the Purchase Order, Seller agrees to be bound by these terms and conditions. Notwithstanding the foregoing, if Curvature and Seller have entered into a written agreement applicable to the Goods and Services then such agreement shall govern the Purchase Order and these terms and conditions shall be inapplicable.
  2. Purchase and Sale; Delivery Date; Expiration. Curvature hereby agrees to buy the Goods and Services from Seller and Seller hereby agrees to sell the Goods and Services to Curvature. Seller shall deliver the Goods to Curvature by the delivery date indicated on the Purchase Order. If Seller fails to deliver the Goods to Curvature by the delivery date set forth in the Purchase Order, or within thirty (30) days of the date of the Purchase Order if no delivery date is set forth therein, Curvature may cancel the Purchase Order in which case Curvature shall not be obligated to purchase the Goods. 
  3. Prices and Payment; Taxes. The agreed upon price for the Goods and Services is set forth in the Purchase Order.  Payment shall be due as set forth in the Purchase Order, or, if not set forth in the Purchase Order, payment shall be due on the later of (a) thirty (30) days from Curvature’s receipt of Seller’s invoice and (b) the expiration of the Inspection Period.  Curvature shall be responsible for all taxes imposed by any governmental authority relating to the purchase of the Goods and Services, except for any such taxes based on Seller’s income, and all such taxes shall be set forth on the applicable invoice. Seller shall remit all such taxes to the proper taxing authority.  
  4. Shipment; Title and Risk of Loss. Unless otherwise set forth in the Purchase Order, Curvature shall be responsible for shipping and handling which are additional costs and will be set forth as a separate charge on the Purchase Order.  Title and risk of loss shall pass to Curvature, and delivery shall be deemed completed, upon delivery of the Goods to Curvature at the location specified on the Purchase Order. Seller shall securely package the Goods to prevent damage in transit.
  5. Inspection and Acceptance of Goods. Upon delivery of the Goods, Curvature shall have a period of fourteen (14) days (the “Inspection Period”) within which to inspect the Goods to confirm that there are no material defects and that the Goods conform to the requirements of this Agreement, and any documentation provided by Seller or the OEM.  Curvature may reject any defective or otherwise nonconforming Goods. By way of clarification, any Goods that display an "Ilet authentication", "SMC message" and/or "credential file" error or field notice shall be considered defective and will be rejected by Curvature. Curvature may reject Goods by delivering written notice of rejection to Seller during the Inspection Period.  Curvature shall not be required to pay for any such rejected Goods and Seller shall promptly refund any payments previously made by Curvature with respect to such Goods. Seller must arrange for the prompt return shipment of such rejected Goods at Seller’s expense. Failure by Curvature to inspect the Goods and/or deliver written notice of rejection to Seller within the Inspection Period shall constitute Curvature’s acceptance of the Goods, subject to the terms and conditions of this Agreement. For the avoidance of doubt, Goods shall not be deemed to have been received by Curvature until they have cleared customs and been delivered to Curvature at the delivery address set forth on the Purchase Order.
  6. Goods and Services Warranty. Seller represents and warrants as follows: (i) Seller owns all right, title and interest in and to the Goods, free and clear of any liens, claims, encumbrances or restrictions, and will convey the same to Curvature, (ii) the Goods are in good operating condition and of good, usable and merchantable quality, and conform to all documentation provided by Seller or the manufacturer indicated on the Purchase Order, and (iii) the Goods are genuine product of the manufacturer indicated on the Purchase Order, include only authorized and genuine trademarks and technologies, and are properly available for import into and sale within the country identified in the Ship To address on the Purchase Order. If the Goods are new, Seller shall either pass on the original manufacturer’s standard warranty on the Goods, or honor such warranty itself if it is unable to pass it on. If the Goods are used, Seller shall pass on the original manufacturer’s standard warranty on the Goods to the extent it is able to do so and, if it is unable to do so, Seller shall honor such warranty itself for no less than thirty (30) days from the date of delivery of the Goods; provided however, that if Seller’s standard warranty period on used Goods is longer than thirty (30) days, or if Seller has agreed in writing elsewhere with Curvature to a longer warranty period, then such longer warranty period shall apply. Seller represents and warrants that it will perform the Services in a professional manner in accordance with industry standards and all applicable laws, and that it has the required expertise to do so.
  7. Representations and Warranties. Each party represents and warrants to the other that (a) it has the full authority and power to enter into this Agreement, (b) the execution and performance of this Agreement will not violate any of its obligations to, or any rights of, any third party, or violate any applicable laws and (c) when executed, the Agreement will be binding on it. Seller further represents and warrants that (a) it owns all right, title and interest in and to the Goods, (b) the sale of the Goods and/or Services will not violate Seller’s contractual obligations, if any, to any manufacturer, partner, or other third party; and (c) it has made no misrepresentations to any manufacturer, partner, or other third party in connection with Seller’s acquisition of the Goods.
  8. Disclaimer. Except as otherwise stated in Sections 6 and 7, neither party makes any other representations or warranties of any kind, either express or implied.
  9. Indemnification. Seller shall indemnify, defend and hold Curvature and its affiliates, and its and their respective directors, officers and employees, harmless from any claims, damages, losses, liabilities, costs and expenses (including, without limitation, reasonable attorney’s fees and court costs) arising out of (a) Seller’s breach of any of its obligations, representations or warranties under this Agreement, and (b) any claims that the Goods or Services infringe upon the intellectual property rights of any third party.
  10. Customs-Trade Partnership Against Terrorism (C-TPAT). Seller recognizes that Curvature is a certified member of the Customs-Trade Partnership Against Terrorism (“C-TPAT”) program of the U.S. Bureau of Customs and Border Protection.  Curvature is required to ensure that its suppliers comply with certain C-TPAT security requirements. Accordingly, Seller will comply with any shipping and packaging instructions given by Curvature in connection with its C-TPAT compliance program. Seller understands that it may be required to complete and sign a Foreign Supplier Security Questionnaire and/or C-TPAT Business Partner Cover Letter and Acknowledgment Form prior to doing business with Curvature.
  11. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of California, exclusive of conflicts of law provisions that would permit or require the application of the laws of another jurisdiction.
  12. Dispute Resolution and Arbitration. Any claim, dispute or controversy arising out of or relating to the Goods and Services or this Agreement shall be resolved exclusively by binding arbitration in Los Angeles, California, in accordance with the Commercial Arbitration Rules of the American Arbitration Association.
  13. Notices. Any notice, approval or other communication to the other party under this Agreement must be submitted by facsimile, email, overnight express mail or certified or registered mail (postage prepaid, return receipt requested) to the contact details provided by the other party in the Purchase Order and shall be effective upon receipt.
  14. Miscellaneous. If either party fails to perform its obligations because of strikes, lockouts, labor disputes, embargoes, acts of God, inability to obtain labor or materials or reasonable substitutes for labor or materials, enemy or hostile governmental action, civil commotion, fire or other casualty, or other causes beyond the reasonable control of the party obligated to perform, then that party's non-performance shall be excused until such time as the cause of such non-performance has ended. Notwithstanding the foregoing, if such an event continues for more than ten (10) days, the other party shall be permitted to terminate this Agreement in its discretion. This Agreement is made solely for the benefit of Curvature and Seller and their respective successors and assigns, and no other person or entity shall have or acquire any right by virtue of this Agreement.  The waiver of a provision, covenant, condition or right, or an extension of time, will be effective only if made in writing, and will not be construed as a subsequent waiver of the same or any other provision, covenant, condition or right, or an extension of any other time.  Except as may be set forth in a written agreement signed between Curvature and Seller, this Agreement constitutes the final, complete, and exclusive statement of the terms of the purchase and sale of the Goods and Services between the parties and supersedes all prior and contemporaneous understandings or agreements of the parties.  In the event any provision of this Agreement is found to be void and unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall nevertheless be binding upon the parties with the same effect as though the void or unenforceable part had been severed and deleted.  The prevailing party in any action, suit, arbitration or proceeding arising from or based upon this Agreement shall be entitled to recover its reasonable attorneys' fees in connection therewith in addition to the costs of such action, suit, or proceeding. The headings in this Agreement are included for convenience only and shall neither affect the construction or interpretation of any provision in this Agreement nor affect any of the rights or obligations of the parties to this Agreement.

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Curvature LLC Purchase Order Terms and Conditions for Europe

  1. General Application. These terms and conditions and the Purchase Order to which they are attached (together, the “Agreement”) govern the purchase of the equipment, software and services specified in the Purchase Order by Curvature LLC (“Curvature”) from the person or entity identified as the seller in the Purchase Order (“Seller”). Any services specified on the Purchase Order are referred to herein as the “Services” and any equipment or software specified on the Purchase Order is referred to herein collectively as the “Goods”.  By accepting the Purchase Order, Seller agrees to be bound by these terms and conditions. Notwithstanding the foregoing, if Curvature and Seller have entered into a written agreement applicable to the Goods and Services then such agreement shall govern the Purchase Order and these terms and conditions shall be inapplicable.
  2. Purchase and Sale; Delivery Date; Expiration. Curvature hereby agrees to buy the Goods and Services from Seller and Seller hereby agrees to sell the Goods and Services to Curvature. Seller shall deliver the Goods to Curvature by the delivery date indicated on the Purchase Order. If Seller fails to deliver the Goods to Curvature by the delivery date set forth in the Purchase Order, or within thirty (30) days of the date of the Purchase Order if no delivery date is set forth therein, Curvature may cancel the Purchase Order in which case Curvature shall not be obligated to purchase the Goods.
  3. Prices and Payment; Taxes. The agreed upon price for the Goods and Services is set forth in the Purchase Order.  Payment shall be due as set forth in the Purchase Order, or, if not set forth in the Purchase Order, payment shall be due on the later of (a) thirty (30) days from Curvature’s receipt of Seller’s invoice and (b) the expiration of the Inspection Period.  Curvature shall be responsible for all taxes, imposed by any governmental authority relating to the purchase of the Goods and Services, except for any such taxes based on Seller’s income, and all such taxes shall be set forth on the applicable invoice. Seller shall remit all such taxes to the proper taxing authority.
  4. Shipment; Title and Risk of Loss. Unless otherwise set forth in the Purchase Order, Curvature shall be responsible for shipping and handling which are additional costs and will be set forth as a separate charge on the Purchase Order.  Title and risk of loss shall pass to Curvature, and delivery shall be deemed completed, upon delivery of the Goods to Curvature at the location specified on the Purchase Order. Seller shall securely package the Goods to prevent damage in transit.
  5. Inspection and Acceptance of Goods. Upon delivery of the Goods, Curvature shall have a period of fourteen (14) days (the “Inspection Period”) within which to inspect the Goods to confirm that there are no material defects and that the Goods conform to the requirements of this Agreement, and any documentation provided by Seller or the OEM.  Curvature may reject any defective or otherwise nonconforming Goods. By way of clarification, any Goods that display an "Ilet authentication", "SMC message" and/or "credential file" error or field notice shall be considered defective and will be rejected by Curvature. Curvature may reject Goods by delivering written notice of rejection to Seller during the Inspection Period.  Curvature shall not be required to pay for any such rejected Goods and Seller shall promptly refund any payments previously made by Curvature with respect to such Goods. Seller must arrange for the prompt return shipment of such rejected Goods at Seller’s expense. Failure by Curvature to inspect the Goods and/or deliver written notice of rejection to Seller within the Inspection Period shall constitute Curvature’s acceptance of the Goods, subject to the terms and conditions of this Agreement. For the avoidance of doubt, Goods shall not be deemed to have been received by Curvature until they have cleared customs and been delivered to Curvature at the delivery address set forth on the Purchase Order.
  6. Goods and Services Warranty. Seller represents and warrants as follows: (i) Seller owns all right, title and interest in and to the Goods, free and clear of any liens, claims, encumbrances or restrictions, and will convey the same to Curvature, (ii) the Goods are in good operating condition and of good, usable and merchantable quality, and conform to all documentation provided by Seller or the manufacturer indicated on the Purchase Order, and (iii) the Goods are genuine product of the manufacturer indicated on the Purchase Order, include only authorized and genuine trademarks and technologies, and are properly available for import into and sale within the country identified in the Ship To address on the Purchase Order. If the Goods are new, Seller shall either pass on the original manufacturer’s standard warranty on the Goods, or honor such warranty itself if it is unable to pass it on. If the Goods are used, Seller shall pass on the original manufacturer’s standard warranty on the Goods to the extent it is able to do so and, if it is unable to do so, Seller shall honor such warranty itself for no less than thirty (30) days from the date of delivery of the Goods; provided however, that if Seller’s standard warranty period on used Goods is longer than thirty (30) days, or if Seller has agreed in writing elsewhere with Curvature to a longer warranty period, then such longer warranty period shall apply. Seller represents and warrants that it will perform the Services in a professional manner in accordance with industry standards and all applicable laws, and that it has the required expertise to do so.
  7. Representations and Warranties.  Each party represents and warrants to the other that (a) it has the full authority and power to enter into this Agreement, (b) the execution and performance of this Agreement will not violate any of its obligations to, or any rights of, any third party, or violate any applicable laws and (c) when executed, the Agreement will be binding on it. Seller further represents and warrants that (a) it owns all right, title and interest in and to the Goods, (b) the sale of the Goods and/or Services will not violate Seller’s contractual obligations, if any, to any manufacturer, partner, or other third party; and (c) it has made no misrepresentations to any manufacturer, partner, or other third party in connection with Seller’s acquisition of the Goods.
  8. Disclaimer. Except as otherwise stated in Sections 6 and 7, neither party makes any other representations or warranties of any kind, either express or implied.
  9. Indemnification. Seller shall indemnify, defend and hold Curvature and its affiliates, and its and their respective directors, officers and employees, harmless from any claims, damages, losses, liabilities, costs and expenses (including, without limitation, reasonable attorney’s fees and court costs) arising out of (a) Seller’s breach of any of its obligations, representations or warranties under this Agreement, and (b) any claims that the Goods or Services infringe upon the intellectual property rights of any third party.
  10. Customs-Trade Partnership Against Terrorism (C-TPAT). Seller recognizes that Curvature is a certified member of the Customs-Trade Partnership Against Terrorism (“C-TPAT”) program of the U.S. Bureau of Customs and Border Protection.  Curvature is required to ensure that its suppliers comply with certain C-TPAT security requirements. Accordingly, Seller will comply with any shipping and packaging instructions given by Curvature in connection with its C-TPAT compliance program. Seller understands that it may be required to complete and sign a Foreign Supplier Security Questionnaire and/or C-TPAT Business Partner Cover Letter and Acknowledgment Form prior to doing business with Curvature.
  11. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the Netherlands, exclusive of conflicts of law provisions that would permit or require the application of the laws of another jurisdiction.
  12. Dispute Resolution and Arbitration. Any claim, dispute or controversy arising out of or relating to the Goods and Services or this Agreement shall be resolved exclusively by binding arbitration in Amsterdam, The Netherlands.
  13. Notices. Any notice, approval or other communication to the other party under this Agreement must be submitted by facsimile, email, overnight express mail or certified or registered mail (postage prepaid, return receipt requested) to the contact details provided by the other party in the Purchase Order and shall be effective upon receipt.
  14. Miscellaneous. If either party fails to perform its obligations because of strikes, lockouts, labor disputes, embargoes, acts of God, inability to obtain labor or materials or reasonable substitutes for labor or materials, enemy or hostile governmental action, civil commotion, fire or other casualty, or other causes beyond the reasonable control of the party obligated to perform, then that party's non-performance shall be excused until such time as the cause of such non-performance has ended. Notwithstanding the foregoing, if such an event continues for more than ten (10) days, the other party shall be permitted to terminate this Agreement in its discretion. This Agreement is made solely for the benefit of Curvature and Seller and their respective successors and assigns, and no other person or entity shall have or acquire any right by virtue of this Agreement.  The waiver of a provision, covenant, condition or right, or an extension of time, will be effective only if made in writing, and will not be construed as a subsequent waiver of the same or any other provision, covenant, condition or right, or an extension of any other time.  Except as may be set forth in a written agreement signed between Curvature and Seller, this Agreement constitutes the final, complete, and exclusive statement of the terms of the purchase and sale of the Goods and Services between the parties and supersedes all prior and contemporaneous understandings or agreements of the parties.  In the event any provision of this Agreement is found to be void and unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall nevertheless be binding upon the parties with the same effect as though the void or unenforceable part had been severed and deleted.  The prevailing party in any action, suit, arbitration or proceeding arising from or based upon this Agreement shall be entitled to recover its reasonable attorneys' fees in connection therewith in addition to the costs of such action, suit, or proceeding. The headings in this Agreement are included for convenience only and shall neither affect the construction or interpretation of any provision in this Agreement nor affect any of the rights or obligations of the parties to this Agreement.

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Curvature Singapore Pte. Ltd. Purchase Order Terms and Conditions

  1. General Application. These terms and conditions and the Purchase Order to which they are attached (together, the “Agreement”) govern the purchase of the equipment, software and services specified in the Purchase Order by Curvature Solutions Pte. Ltd. (“Curvature”) from the person or entity identified as the seller in the Purchase Order (“Seller”). Any services specified on the Purchase Order are referred to herein as the “Services” and any equipment or software specified on the Purchase Order is referred to herein collectively as the “Goods”.  By accepting the Purchase Order, Seller agrees to be bound by these terms and conditions. Notwithstanding the foregoing, if Curvature and Seller have entered into a written agreement applicable to the Goods and Services then such agreement shall govern the Purchase Order and these terms and conditions shall be inapplicable.
  2. Purchase and Sale; Delivery Date; Expiration. Curvature hereby agrees to buy the Goods and Services from Seller and Seller hereby agrees to sell the Goods and Services to Curvature. Seller shall deliver the Goods to Curvature by the delivery date indicated on the Purchase Order. If Seller fails to deliver the Goods to Curvature by the delivery date set forth in the Purchase Order, or within thirty (30) days of the date of the Purchase Order if no delivery date is set forth therein, Curvature may cancel the Purchase Order in which case Curvature shall not be obligated to purchase the Goods.
  3. Prices and Payment; Taxes. The agreed upon price for the Goods and Services is set forth in the Purchase Order.  Payment shall be due as set forth in the Purchase Order, or, if not set forth in the Purchase Order, payment shall be due on the later of (a) thirty (30) days from Curvature’s receipt of Seller’s invoice and (b) the expiration of the Inspection Period.  Curvature shall be responsible for all taxes, imposed by any governmental authority relating to the purchase of the Goods and Services, except for any such taxes based on Seller’s income, and all such taxes shall be set forth on the applicable invoice. Seller shall remit all such taxes to the proper taxing authority.
  4. Shipment; Title and Risk of Loss. Unless otherwise set forth in the Purchase Order, Curvature shall be responsible for shipping and handling which are additional costs and will be set forth as a separate charge on the Purchase Order.  Title and risk of loss shall pass to Curvature, and delivery shall be deemed completed, upon delivery of the Goods to Curvature at the location specified on the Purchase Order. Seller shall securely package the Goods to prevent damage in transit.
  5. Inspection and Acceptance of Goods. Upon delivery of the Goods, Curvature shall have a period of fourteen (14) days (the “Inspection Period”) within which to inspect the Goods to confirm that there are no material defects and that the Goods conform to the requirements of this Agreement, and any documentation provided by Seller or the OEM.  Curvature may reject any defective or otherwise nonconforming Goods. By way of clarification, any Goods that display an "Ilet authentication", "SMC message" and/or "credential file" error or field notice shall be considered defective and will be rejected by Curvature. Curvature may reject Goods by delivering written notice of rejection to Seller during the Inspection Period.  Curvature shall not be required to pay for any such rejected Goods and Seller shall promptly refund any payments previously made by Curvature with respect to such Goods. Seller must arrange for the prompt return shipment of such rejected Goods at Seller’s expense. Failure by Curvature to inspect the Goods and/or deliver written notice of rejection to Seller within the Inspection Period shall constitute Curvature’s acceptance of the Goods, subject to the terms and conditions of this Agreement. For the avoidance of doubt, Goods shall not be deemed to have been received by Curvature until they have cleared customs and been delivered to Curvature at the delivery address set forth on the Purchase Order.
  6. Goods and Services Warranty. Seller represents and warrants as follows: (i) Seller owns all right, title and interest in and to the Goods, free and clear of any liens, claims, encumbrances or restrictions, and will convey the same to Curvature, (ii) the Goods are in good operating condition and of good, usable and merchantable quality, and conform to all documentation provided by Seller or the manufacturer indicated on the Purchase Order, and (iii) the Goods are genuine product of the manufacturer indicated on the Purchase Order, include only authorized and genuine trademarks and technologies, and are properly available for import into and sale within the country identified in the Ship To address on the Purchase Order.  If the Goods are new, Seller shall either pass on the original manufacturer’s standard warranty on the Goods, or honor such warranty itself if it is unable to pass it on. If the Goods are used, Seller shall pass on the original manufacturer’s standard warranty on the Goods to the extent it is able to do so and, if it is unable to do so, Seller shall honor such warranty itself for no less than thirty (30) days from the date of delivery of the Goods; provided however, that if Seller’s standard warranty period on used Goods is longer than thirty (30) days, or if Seller has agreed in writing elsewhere with Curvature to a longer warranty period, then such longer warranty period shall apply.  Seller represents and warrants that it will perform the Services in a professional manner in accordance with industry standards and all applicable laws, and that it has the required expertise to do so.
  7. Representations and Warranties.  Each party represents and warrants to the other that (a) it has the full authority and power to enter into this Agreement, (b) the execution and performance of this Agreement will not violate any of its obligations to, or any rights of, any third party, or violate any applicable laws and (c) when executed, the Agreement will be binding on it. Seller further represents and warrants that (a) it owns all right, title and interest in and to the Goods, (b) the sale of the Goods and/or Services will not violate Seller’s contractual obligations, if any, to any manufacturer, partner, or other third party; and (c) it has made no misrepresentations to any manufacturer, partner, or other third party in connection with Seller’s acquisition of the Goods.
  8. Disclaimer. Except as otherwise stated in Sections 6 and 7, neither party makes any other representations or warranties of any kind, either express or implied.
  9. Indemnification. Seller shall indemnify, defend and hold Curvature and its affiliates, and its and their respective directors, officers and employees, harmless from any claims, damages, losses, liabilities, costs and expenses (including, without limitation, reasonable attorney’s fees and court costs) arising out of (a) Seller’s breach of any of its obligations, representations or warranties under this Agreement, and (b) any claims that the Goods or Services infringe upon the intellectual property rights of any third party.
  10. Customs-Trade Partnership Against Terrorism (C-TPAT). Seller recognizes that Curvature is a certified member of the Customs-Trade Partnership Against Terrorism (“C-TPAT”) program of the U.S. Bureau of Customs and Border Protection.  Curvature is required to ensure that its suppliers comply with certain C-TPAT security requirements. Accordingly, Seller will comply with any shipping and packaging instructions given by Curvature in connection with its C-TPAT compliance program. Seller understands that it may be required to complete and sign a Foreign Supplier Security Questionnaire and/or C-TPAT Business Partner Cover Letter and Acknowledgment Form prior to doing business with Curvature.
  11. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of Singapore.
  12. Dispute Resolution and Arbitration. Any claim, dispute or controversy arising out of or relating to the Goods and Services or this Agreement (collectively, the "Claims") shall be resolved exclusively by binding arbitration in accordance with the Arbitration Rules of the Singapore Arbitration Centre.   The Tribunal shall consist of three (3) arbitrators.  Each party shall nominate one arbitrator, and the third arbitrator shall be appointed by the two so appointed.  The language of the arbitration shall be English.  The Tribunal shall give a written record of the Award and the reasons therefor.
  13. Notices. Any notice, approval or other communication to the other party under this Agreement must be submitted by facsimile, email, overnight express mail or certified or registered mail (postage prepaid, return receipt requested) to the contact details provided by the other party in the Purchase Order and shall be effective upon receipt.
  14. Miscellaneous. If either party fails to perform its obligations because of strikes, lockouts, labor disputes, embargoes, acts of God, inability to obtain labor or materials or reasonable substitutes for labor or materials, enemy or hostile governmental action, civil commotion, fire or other casualty, or other causes beyond the reasonable control of the party obligated to perform, then that party's non-performance shall be excused until such time as the cause of such non-performance has ended. Notwithstanding the foregoing, if such an event continues for more than ten (10) days, the other party shall be permitted to terminate this Agreement in its discretion. This Agreement is made solely for the benefit of Curvature and Seller and their respective successors and assigns, and no other person or entity shall have or acquire any right by virtue of this Agreement.  The waiver of a provision, covenant, condition or right, or an extension of time, will be effective only if made in writing, and will not be construed as a subsequent waiver of the same or any other provision, covenant, condition or right, or an extension of any other time.  Except as may be set forth in a written agreement signed between Curvature and Seller, this Agreement constitutes the final, complete, and exclusive statement of the terms of the purchase and sale of the Goods and Services between the parties and supersedes all prior and contemporaneous understandings or agreements of the parties.  In the event any provision of this Agreement is found to be void and unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall nevertheless be binding upon the parties with the same effect as though the void or unenforceable part had been severed and deleted.  The prevailing party in any action, suit, arbitration or proceeding arising from or based upon this Agreement shall be entitled to recover its reasonable attorneys' fees in connection therewith in addition to the costs of such action, suit, or proceeding. The headings in this Agreement are included for convenience only and shall neither affect the construction or interpretation of any provision in this Agreement nor affect any of the rights or obligations of the parties to this Agreement.

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Curvature Japan G.K. Purchase Order Terms and Conditions

  1. General Application. These terms and conditions and the Purchase Order to which they are attached (together, the “Agreement”) govern the purchase of the equipment, software and services specified in the Purchase Order by Curvature Japan G.K. (“Curvature”) from the person or entity identified as the seller in the Purchase Order (“Seller”). Any services specified on the Purchase Order are referred to herein as the “Services” and any equipment or software specified on the Purchase Order is referred to herein collectively as the “Goods”.  By accepting the Purchase Order, Seller agrees to be bound by these terms and conditions. Notwithstanding the foregoing, if Curvature and Seller have entered into a written agreement applicable to the Goods and Services then such agreement shall govern the Purchase Order and these terms and conditions shall be inapplicable.
  2. Purchase and Sale; Delivery Date; Expiration. Curvature hereby agrees to buy the Goods and Services from Seller and Seller hereby agrees to sell the Goods and Services to Curvature. Seller shall deliver the Goods to Curvature by the delivery date indicated on the Purchase Order. If Seller fails to deliver the Goods to Curvature by the delivery date set forth in the Purchase Order, or within thirty (30) days of the date of the Purchase Order if no delivery date is set forth therein, Curvature may cancel the Purchase Order in which case Curvature shall not be obligated to purchase the Goods.
  3. Prices and Payment; Taxes. The agreed upon price for the Goods and Services is set forth in the Purchase Order.  Payment shall be due as set forth in the Purchase Order, or, if not set forth in the Purchase Order, payment shall be due on the later of (a) thirty (30) days from Curvature’s receipt of Seller’s invoice and (b) the expiration of the Inspection Period.  Curvature shall be responsible for all taxes, imposed by any governmental authority relating to the purchase of the Goods and Services, except for any such taxes based on Seller’s income, and all such taxes shall be set forth on the applicable invoice. Seller shall remit all such taxes to the proper taxing authority.
  4. Shipment; Title and Risk of Loss. Unless otherwise set forth in the Purchase Order, Curvature shall be responsible for shipping and handling which are additional costs and will be set forth as a separate charge on the Purchase Order.  Title and risk of loss shall pass to Curvature, and delivery shall be deemed completed, upon delivery of the Goods to Curvature at the location specified on the Purchase Order. Seller shall securely package the Goods to prevent damage in transit.
  5. Inspection and Acceptance of Goods. Upon delivery of the Goods, Curvature shall have a period of fourteen (14) days (the “Inspection Period”) within which to inspect the Goods to confirm that there are no material defects and that the Goods conform to the requirements of this Agreement, and any documentation provided by Seller or the OEM.  Curvature may reject any defective or otherwise nonconforming Goods. By way of clarification, any Goods that display an "Ilet authentication", "SMC message" and/or "credential file" error or field notice shall be considered defective and will be rejected by Curvature. Curvature may reject Goods by delivering written notice of rejection to Seller during the Inspection Period.  Curvature shall not be required to pay for any such rejected Goods and Seller shall promptly refund any payments previously made by Curvature with respect to such Goods. Seller must arrange for the prompt return shipment of such rejected Goods at Seller’s expense. Failure by Curvature to inspect the Goods and/or deliver written notice of rejection to Seller within the Inspection Period shall constitute Curvature’s acceptance of the Goods, subject to the terms and conditions of this Agreement. For the avoidance of doubt, Goods shall not be deemed to have been received by Curvature until they have cleared customs and been delivered to Curvature at the delivery address set forth on the Purchase Order.
  6. Goods and Services Warranty. Seller represents and warrants as follows: (i) Seller owns all right, title and interest in and to the Goods, free and clear of any liens, claims, encumbrances or restrictions, and will convey the same to Curvature, (ii) the Goods are in good operating condition and of good, usable and merchantable quality, and conform to all documentation provided by Seller or the manufacturer indicated on the Purchase Order, and (iii) the Goods are genuine product of the manufacturer indicated on the Purchase Order, include only authorized and genuine trademarks and technologies, and are properly available for import into and sale within the country identified in the Ship To address on the Purchase Order. If the Goods are new, Seller shall either pass on the original manufacturer’s standard warranty on the Goods, or honor such warranty itself if it is unable to pass it on. If the Goods are used, Seller shall pass on the original manufacturer’s standard warranty on the Goods to the extent it is able to do so and, if it is unable to do so, Seller shall honor such warranty itself for no less than thirty (30) days from the date of delivery of the Goods; provided however, that if Seller’s standard warranty period on used Goods is longer than thirty (30) days, or if Seller has agreed in writing elsewhere with Curvature to a longer warranty period, then such longer warranty period shall apply. Seller represents and warrants that it will perform the Services in a professional manner in accordance with industry standards and all applicable laws, and that it has the required expertise to do so.
  7. Representations and Warranties.  Each party represents and warrants to the other that (a) it has the full authority and power to enter into this Agreement, (b) the execution and performance of this Agreement will not violate any of its obligations to, or any rights of, any third party, or violate any applicable laws and (c) when executed, the Agreement will be binding on it. Seller further represents and warrants that (a) it owns all right, title and interest in and to the Goods, (b) the sale of the Goods and/or Services will not violate Seller’s contractual obligations, if any, to any manufacturer, partner, or other third party; and (c) it has made no misrepresentations to any manufacturer, partner, or other third party in connection with Seller’s acquisition of the Goods.
  8. Disclaimer. Except as otherwise stated in Sections 6 and 7, neither party makes any other representations or warranties of any kind, either express or implied.
  9. Indemnification. Seller shall indemnify, defend and hold Curvature and its affiliates, and its and their respective directors, officers and employees, harmless from any claims, damages, losses, liabilities, costs and expenses (including, without limitation, reasonable attorney’s fees and court costs) arising out of (a) Seller’s breach of any of its obligations, representations or warranties under this Agreement, and (b) any claims that the Goods or Services infringe upon the intellectual property rights of any third party.
  10. Customs-Trade Partnership Against Terrorism (C-TPAT). Seller recognizes that Curvature is a certified member of the Customs-Trade Partnership Against Terrorism (“C-TPAT”) program of the U.S. Bureau of Customs and Border Protection.  Curvature is required to ensure that its suppliers comply with certain C-TPAT security requirements. Accordingly, Seller will comply with any shipping and packaging instructions given by Curvature in connection with its C-TPAT compliance program. Seller understands that it may be required to complete and sign a Foreign Supplier Security Questionnaire and/or C-TPAT Business Partner Cover Letter and Acknowledgment Form prior to doing business with Curvature.
  11. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of Japan.
  12. Dispute Resolution and Arbitration. All disputes, controversies or differences which may arise between the parties hereto, out of or in relation to or in connection with this Agreement shall be finally settled by arbitration in Tokyo in accordance with the Commercial Arbitration Rules of the Japan Commercial Arbitration Association.
  13. Notices. Any notice, approval or other communication to the other party under this Agreement must be submitted by facsimile, email, overnight express mail or certified or registered mail (postage prepaid, return receipt requested) to the contact details provided by the other party in the Purchase Order and shall be effective upon receipt.
  14. Miscellaneous. If either party fails to perform its obligations because of strikes, lockouts, labor disputes, embargoes, acts of God, inability to obtain labor or materials or reasonable substitutes for labor or materials, enemy or hostile governmental action, civil commotion, fire or other casualty, or other causes beyond the reasonable control of the party obligated to perform, then that party's non-performance shall be excused until such time as the cause of such non-performance has ended. Notwithstanding the foregoing, if such an event continues for more than ten (10) days, the other party shall be permitted to terminate this Agreement in its discretion. This Agreement is made solely for the benefit of Curvature and Seller and their respective successors and assigns, and no other person or entity shall have or acquire any right by virtue of this Agreement.  The waiver of a provision, covenant, condition or right, or an extension of time, will be effective only if made in writing, and will not be construed as a subsequent waiver of the same or any other provision, covenant, condition or right, or an extension of any other time.  Except as may be set forth in a written agreement signed between Curvature and Seller, this Agreement constitutes the final, complete, and exclusive statement of the terms of the purchase and sale of the Goods and Services between the parties and supersedes all prior and contemporaneous understandings or agreements of the parties.  In the event any provision of this Agreement is found to be void and unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall nevertheless be binding upon the parties with the same effect as though the void or unenforceable part had been severed and deleted.  The prevailing party in any action, suit, arbitration or proceeding arising from or based upon this Agreement shall be entitled to recover its reasonable attorneys' fees in connection therewith in addition to the costs of such action, suit, or proceeding. The headings in this Agreement are included for convenience only and shall neither affect the construction or interpretation of any provision in this Agreement nor affect any of the rights or obligations of the parties to this Agreement.

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Curvature Equipment Quote Terms and Conditions

  1. General Application. These terms and conditions and the “Quote” into which they are incorporated by reference (together, the “Agreement”) shall govern the sale of the equipment specified in the Quote (the “Equipment”) by the Curvature entity identified on the Quote (“Curvature”) to the buyer identified on the Quote (“Buyer”). By accepting the Quote and/or issuing a purchase order for the Equipment, Buyer agrees to be bound by these terms and conditions. Curvature’s offer to sell the Equipment is expressly conditioned on Buyer’s acceptance of these terms and conditions. Curvature’s acceptance of any offer by Buyer to purchase the Equipment is also expressly conditioned on Buyer’s acceptance of these terms and conditions. No other terms and conditions (including any pre-printed terms and conditions attached to Buyer’s purchase order) shall apply. Notwithstanding the foregoing, if Curvature and Buyer have entered into a separate written master agreement applicable to the Equipment then such agreement shall govern the sale of the Equipment and these terms and conditions shall be inapplicable. 
  2. Purchase and Sale. Curvature hereby offers to sell the Equipment to Buyer and Buyer may accept such offer by accepting the Quote in writing and/or issuing a purchase order for the Equipment thereby creating an “Order”. By accepting such offer, Buyer hereby authorizes Curvature to act as Customer’s representative in (a) the acquisition of, registration of, and/or acceptance of any terms and conditions necessary to acquire, licenses related to third-party software on the Equipment, (b) the installation of such software on the Equipment, and (c) the acquisition of any third-party maintenance or service plans/contracts pertaining to the Equipment.  Curvature makes no representation or warranty as to whether any license or contract purchased pursuant to this authorization will be deemed valid by the software owner/licensor and/or maintenance/service provider.  Buyer may not cancel an Order unless Curvature agrees in writing to such cancellation.  
  3. Prices and Payment; Taxes. The agreed upon price for the Equipment is set forth on the Quote and will be set forth in the corresponding invoice generated by Curvature (each an “Invoice”). Buyer shall be responsible for all shipping charges, and any applicable taxes (e.g. sales tax, VAT, GST), fees, duties, levies, or similar charges imposed by any governmental authority relating to the purchase of the Equipment (except for any taxes based on Curvature’s income). The shipping charges and applicable taxes will also be set forth on the Invoice. Payment shall be due 30 days from receipt of Invoice unless stated otherwise on the Invoice.  Amounts not paid when due shall bear interest at the rate of 1.5% per month (18% per annum) or the highest rate allowed under applicable law, whichever is lower.  All payment obligations are absolute and are not subject to counterclaim or setoff.  
  4. Shipment; Title and Risk of Loss. Unless stated otherwise on the Quote, title to, and risk of loss of, the Equipment shall pass to Buyer when the carrier takes possession of the Equipment at Curvature’s shipping point.  All delivery dates are approximate. Curvature will deliver in one shipment when possible, but reserves the right to make delivery in installments.
  5. Inspection and Acceptance of Goods. Failure to reject the Equipment due to material non-conformance to this Agreement within seven (7) days after delivery constitutes acceptance of the Equipment by Buyer.
  6. Warranty and Return Policy. Curvature’s warranty on the Equipment can be found at the following page: https://www.curvature.com/PoliciesAndWarranty#Warranty.

    Curvature’s return policy for the Equipment can be found at the following page: https://www.curvature.com/PoliciesAndWarranty#ProductReturns.

  7. Disclaimer; Limitation of Liability.  THE ABOVE LIMITED WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES AND CURVATURE DISCLAIMS ALL OTHER EXPRESS OR IMPLIED WARRANTIES.  THE REMEDY OF REPAIR, REPLACEMENT OR REFUND, AS SELECTED BY CURVATURE, WILL BE THE EXCLUSIVE AND SOLE REMEDY OF BUYER WITH RESPECT TO ANY DEFECTIVE EQUIPMENT.  CURVATURE SHALL NOT BE LIABLE TO BUYER, WHETHER IN CONTRACT, TORT OR OTHERWISE, (A) FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS OR LOSS OF REVENUE (EVEN IF SUCH DAMAGES ARE FORESEEABLE, AND WHETHER OR NOT IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), OR (B) IN AN AMOUNT GREATER THAN THE TOTAL AMOUNT PAID TO CURVATURE BY BUYER UNDER THIS QUOTE. 
  8. Export Restrictions. All Equipment is exported in accordance with the United States Export Administration Act of 1979 as amended, the United States Export Administration Regulations (“EAR”), EU Regulation 428/2009, Singapore's Strategic Goods Control Act and all other applicable laws and regulations and international treaties and agreements (collectively, the “Applicable Laws”), and any diversion or re-export by Buyer contrary to the Applicable Laws is strictly prohibited. Buyer hereby agrees that it will strictly comply with the Applicable Laws.  In furtherance of the foregoing, Buyer shall neither sell nor transfer any Equipment to: (a) any person, company or other entity if Buyer knows or has reason to know that the Equipment will be re-exported, sold or otherwise transferred in violation of the Applicable Laws; (b) any person, company or other entity appearing on any of the EAR  lists of prohibited persons or entities, including but not limited to the Table of Denial Orders, or the Specially Designated Nationals List administered by the U.S. Treasury Department Office of Foreign Assets Control; (c) any person, company or other entity located in Cuba, Iran, North Korea, Sudan, Syria or any other country where US-origin items, software or technology may not be exported under the EAR, from time to time; or (d) any person, company or other entity if Buyer knows that such Equipment is for use in connection with design, development, production, stockpiling or use of nuclear, chemical or biological weapons or missile delivery systems for these weapons, or at a facility at which such activities are taking place.  Buyer agrees to indemnify and hold harmless Curvature against any claim, demand, action, proceeding, judgment, penalty, fine, loss, liability, cost or expense (including reasonable attorneys’ fees) suffered or incurred by Curvature, and arising out of or relating to any violation, or alleged violation, by Buyer or any of its customers of the Applicable Laws. 
  9. Governing Law; Venue. If the Curvature entity identified on the Quote is Curvature LLC, then this Agreement shall be governed by the laws of the State of California, without regard to its conflict of laws provisions, and the parties agree to submit to the exclusive jurisdiction of state and federal courts in Santa Barbara County, California; provided however, that if the Buyer is located within the European Economic Area, then this Agreement shall be governed by Dutch law and all disputes arising hereunder shall be submitted to the exclusive jurisdiction of the courts in Amsterdam. If the Curvature entity identified on the Quote is Curvature Solutions Ltd., then this Agreement is governed by English law and the parties agree to submit to the exclusive jurisdiction of the courts in London. If the Curvature entity identified on the Quote is Curvature Solutions Pte. Ltd., then this Agreement is governed by Singapore law and the parties agree to submit to the exclusive jurisdiction of the courts in Singapore. If the Curvature entity identified on the Quote is Curvature Japan G.K., then this Agreement is governed by Japanese law and the parties agree to submit to the exclusive jurisdiction of the courts in Tokyo.
  10. Notices. Any notice, approval or other communication to the other party under this Agreement must be submitted by facsimile, email, overnight express mail or certified or registered mail (postage prepaid, return receipt requested) to the contact details provided by the other party in the Quote and/or purchase order and shall be effective upon receipt.
  11. Miscellaneous. If either party fails to perform its obligations because of strikes, lockouts, labor disputes, embargoes, acts of God, inability to obtain labor or materials or reasonable substitutes for labor or materials, enemy or hostile governmental action, civil commotion, fire or other casualty, or other causes beyond the reasonable control of the party obligated to perform, then that party's non-performance shall be excused until such time as the cause of such non-performance has ended. Notwithstanding the foregoing, if such an event continues for more than ten (10) days, the other party shall be permitted to terminate this Agreement in its discretion. This Agreement is made solely for the benefit of Curvature and Buyer and their respective successors and assigns, and no other person or entity shall have or acquire any right by virtue of this Agreement.  The waiver of a provision, covenant, condition or right, or an extension of time, will be effective only if made in writing, and will not be construed as a subsequent waiver of the same or any other provision, covenant, condition or right, or an extension of any other time.  Except as may be set forth in a written agreement signed between Curvature and Buyer, this Agreement constitutes the final, complete, and exclusive statement of the terms of the purchase and sale of the Equipment between the parties and supersedes all prior and contemporaneous understandings or agreements of the parties.  In the event any provision of this Agreement is found to be void and unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall nevertheless be binding upon the parties with the same effect as though the void or unenforceable part had been severed and deleted.  The prevailing party in any action, suit, arbitration or proceeding arising from or based upon this Agreement shall be entitled to recover its reasonable attorneys' fees in connection therewith in addition to the costs of such action, suit, or proceeding. The headings in this Agreement are included for convenience only and shall neither affect the construction or interpretation of any provision in this Agreement nor affect any of the rights or obligations of the parties to this Agreement.

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