General Terms and Conditions of Sale

These General Terms and Conditions of Sale (“GTCS”) govern the contractual relationship between Wacom Technology Corporation, Portland, United States (“WACOM”) and the Customer regarding the use of the Wacom Marketplace and the Inkspace (hereinafter collectively referred to as “Marketplace”) and for all contracts for products and services concluded on the Marketplace between WACOM and the Customer.

1 Subject of the contract

1.1 WACOM allows registered WACOM Single Sign-On Customers free access to the Marketplace, where Customers are able to purchase the products of various providers centrally from WACOM (“Products”). These Products may be “Software as a Service” offers, locally installed (mobile or stationary) applications or computer programs, or subscriptions for services. The Products may be WACOM’s own products, Products of companies associated with WACOM, or third-party Products (in each case “Provider”).

2 Provision of products

2.1 WACOM may accept or reject a Customer’s order for a Product, as determined by Wacom in its discretion. The Products may be subject to additional terms as stated in the Product’s description provided and in the Terms and Conditions of Licence and Use, if any, provided by WACOM for the Product. If WACOM accepts a Customer’s order, WACOM will provide access to the Product via the e-mail address stated by the Customer during the order process.

2.2 Products may be provided directly by WACOM or by authorized third-party Providers.

3 Granting of rights

3.1 Rights for Products purchased by the Customer shall be granted pursuant to the Terms and Conditions of Licence and Use for the relevant Product, which are provided by WACOM to the Customer prior to conclusion of the purchase and which the Customer must accept prior to purchasing the Product. Unless otherwise expressly stated in the respective Terms and Conditions of Licence and Use, rights shall be granted exclusively by the respective Provider.

3.2 Customers may be required to accept the respective Terms and Conditions of Licence and Use of the Provider before accessing a Product.

4 Duties and obligations of the Customer

4.1 The Customer shall safeguard all access data (e.g., any applicable license keys) provided by WACOM and protect said data from unauthorised third-party access.

4.2 The Customer shall make regular, risk-appropriate back-up copies of all data submitted to WACOM or its Providers in connection with using the Products.

4.3 The Customer shall comply with all applicable laws. The use of Products for the transmission, storage, dissemination or other use of content that is illegal, immoral, sexually offensive, insulting, or that incites hatred and violence, is prohibited.

4.4 The Customer shall not use the Products in any way that could compromise their data security and integrity. In particular, the Products may not be used for spamming, illegal manipulation of data or cyber attacks of any kind whatsoever.

4.5 In the event of a suspected breach of Section 4.3 or 4.4, WACOM may temporarily block the Customer’s access to the Products.

4.6 In the event WACOM, in its sole discretion, believes a violation of these GTCS has occurred or will occur, WACOM reserves the right to (i) terminate Customer’s account, (ii) delete any of Customer’s content, (iii) restrict Customer’s use of all or any part of the Products or the Marketplace, and (iv) modify or discontinue any Product for any or no reason, without notice, and without liability to Customer or anyone else. WACOM also reserves the right to block users from accessing the Marketplace (including blocking users from posting content to the Marketplace) or certain Products by using any technology available, such as blacklisting certain IP addresses or device numbers.

4.7 Customer shall indemnify WACOM from all third-party claims that are asserted against WACOM arising out of or related to a breach of these GTCS or the breach of any third party license or other agreement. This indemnification shall also include all defense costs (including reasonable attorneys’ fees), court fees, fines and necessary expenses that are reasonable and customary in the industry. WACOM shall inform Customer without delay in written or text form of any claims asserted by third parties and shall conduct the defense in consultation with the Customer.

5 Payment

5.1 The Customer shall pay for Products according to the schedule noted in the Product description.

5.2 The prices are final prices including statutory VAT.

6 Term and termination

6.1 The term of Customer’s access and use of a particular Product is defined on the Product description.

6.2 Either party may terminate these GCTS upon 30 days’ written notice of material breach by the other party.

6.3 The termination of Customer’s use of one Product will not affect other Products the Customer may have licensed or purchased, unless WACOM expressly terminates these GTCS overall. Termination will not relieve Customers of the obligation to pay for Products up to the effective termination date.

6.4 Notice of termination must be made in writing.

7 Limited Warranty

7.1 With respect to WACOM’s own Products, WACOM warrants to the Customer that such Product will substantially contain the functionality described in its description, and when properly installed and/or used on a device meeting the specifications set forth in, and operated in accordance with, any such description, will substantially perform in accordance therewith, for 90 days from the date of purchase.

7.2 With respect to any Products provided by third parties, the warranty (if any) shall be described in the Terms and Conditions of License and Use for the particular Product. THE FOREGOING WARRANTIES DO NOT APPLY, AND WACOM STRICTLY DISCLAIMS, ALL WARRANTIES WITH RESPECT TO ANY THIRD-PARTY PRODUCTS.

7.3 If Customer has a warranty claim during the period specified in Section 7.1, WACOM will, subject to Customer’s prompt notification of WACOM in writing of such claim, at its sole option, either: (a) repair or replace the Product, provided that Customer provides WACOM with all information WACOM requests to resolve the reported failure, including sufficient information to enable the WACOM to recreate such failure; or (b) refund the fees paid for such Product, subject to Customer's ceasing all use of and, if applicable and if requested by WACOM, returning to WACOM all copies of the Product. The remedies set forth in this Section 7.3 are Customer's sole and exclusive remedy and WACOM's sole liability under the limited warranty set forth in Section 7.1.

7.4 EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 7.1, THE PRODUCTS ARE PROVIDED TO CUSTOMER "AS IS" AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY FROM WACOM OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, WACOM, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE PRODUCTS, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, WACOM PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE PRODUCTS WILL MEET THE CUSTOMER'S REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

8 Limitation of Liability

8.1 CUSTOMER USES THE PRODUCTS AT ITS OWN SOLE RISK. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW: (a) IN NO EVENT WILL WACOM OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE SERVICE PROVIDERS, BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY INTERRUPTION, DELAY OR INABILITY TO USE THE PRODUCTS CAUSED BY FACTORS OUTSIDE WACOM’S CONTROL; LOST REVENUES OR PROFITS; INTERRUPTION OR LOSS OF SERVICES; LOSS OF BUSINESS OR GOODWILL; LOSS OR CORRUPTION OF DATA; SYSTEM INCOMPATIBILITY; BREACHES IN SYSTEM SECURITY; OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF OR IN CONNECTION WITH THESE GTCS, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT WACOM WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (b) IN NO EVENT WILL WACOM'S OR ITS AFFILIATES' COLLECTIVE AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THESE GTCS OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, EXCEED THE TOTAL AMOUNT PAID BY THE CUSTOMER TO WACOM PURSUANT TO THESE GTCS.

8.2 THE LIMITATIONS SET FORTH IN THIS SECTION SHALL APPLY EVEN IF THE CUSTOMER'S REMEDIES UNDER THESE GTCS FAIL OF THEIR ESSENTIAL PURPOSE.

9 Amendments to the General Terms and Conditions of Business

These GTCS may be amended by WACOM from time to time. WACOM shall provide a Customer with the amended terms at least 30 days before such amended terms are effective. If Customer does not reject such amended terms before the effective date, Customer is deemed to have accepted such amended terms.

10 Final provisions

10.1 These GTCS constitute the sole and entire agreement between WACOM and Customer with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter. Any amendments or ancillary agreements to this contract must be made in writing.

10.2 The contract language is English. Translations into other languages are solely for the purpose of comprehensibility and are not legally binding.

10.3 These GTCS are governed by and construed in accordance with the laws of the State of Oregon without giving effect to any choice or conflict of law provision. Any legal suit, action or proceeding arising out of or related to these GTCS or the licenses granted hereunder shall be instituted exclusively in the state or federal courts located in the Multnomah County, Oregon, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.

Status as of: March 2018