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Terms & Conditions (NanoTemper Technologies GmbH)

Last modified: [09/10/2020]


General Terms and Conditions for Supplies and Services to Clients of NanoTemper Technologies GmbH

PART A – General Conditions

§ 1     Scope of application, order of priority of Parts A, B and C

(1) These General Terms and Conditions for Supplies and Services to Clients (“GTC”) form the basis of all contracts between the client (undertaking within the meaning of § 14 BGB [German Civil Code] and NanoTemper Technologies GmbH (“NTT”) and also apply to all future contracts even if the contracting parties should not expressly agree to the application of these GTC in the future. All supplies and services by NTT, including supplies of goods, the performance of work and services, consultancy services, information and ancillary contractual services (hereinafter together called “Performance”), are therefore provided exclusively based on these GTC even if not explicitly stated.

(2) These GTC have exclusive application. None of the client’s conflicting or supplementary contract terms or references to such contract terms are acknowledged by NTT even if NTT should not expressly object to them. Unreserved Performance by NTT or acceptance of collaborative action or payment by the client will not be deemed acknowledgement of the client’s contract terms. The client’s contract terms will not apply unless NTT expressly agrees to their application.

(3) Individual agreements have priority over these GTC. Where the General Conditions in Part A conflict with the Special Conditions in Part B or Part C the relevant Special Conditions will have priority.


§ 2     Offer and acceptance, deadlines and periods of time, scope of Performance, descriptive details, ancillary agreements

(1) NTT may revoke a binding offer up to conclusion of the contract. The client’s orders and commissions are generally binding.

(2) Deadlines and periods of time stated in offers by NTT for the Performance to be rendered are based on estimates of the extent of the work notified by the client. Agreed deadlines and periods of time are to be considered approximates unless expressly said to be binding.

(3) The scope of Performance due is fully determined from the content of the contract documents.

(4) All Performance over and above the scope of Performance due which is requested by the client will be charged for by NTT plus the costs and disbursements incurred (e.g. materials, travelling expenses, fees).

(5) Descriptive details of Performance (e.g. technical data, tolerances, measurements, weights etc.) and presentation thereof are purely descriptions and designations which are not binding unless expressly confirmed by NTT.

(6) The right is reserved to make technical and constructive customary changes in Performance if they do not have an unreasonably adverse effect on the client and do not prejudice the serviceability of Performance.

(7) NTT’s sales staff is not authorized to enter into verbal ancillary agreements or to give assurances which extend beyond the content of contract documents. All of the terms are set out in the contract documents. There are no verbal ancillary agreements in existence.


§ 3     Prices, price adjustment, extra costs

(1) Agreed prices are euro prices unless otherwise agreed. Prices encompass only the due scope of Performance and are quoted, in principle, ex works (Incoterms 2010). Statutory VAT due is not, in principle, included in prices any more than extra performance, such as loading, transportation, or packaging, unless expressly agreed. Collection is, in principle, for the client to arrange at its own expense. The costs of essential permits and papers, export licenses and customs duty as well as any agreed carriage insurance or other insurance cover is to be borne – subject to any other agreement – by the client.

(2) Should no prices have been agreed on conclusion of the contract the prices current at the time of conclusion of the contract as per NTT’s price list will apply, in principle; NTT will be happy to provide the client with the price list on request.

(3) Where after conclusion of the contract there is a change in costs on which NTT’s calculations are based, especially the cost of labor, materials, raw materials, transport or energy, NTT will make a price adjustment. The price adjustment will be made in accordance with NTT’s original calculation. NTT will promptly inform the client of the price adjustment and provide a comprehensible explanation for it. No price increase may be made if the change in cost is due to circumstances for which NTT is responsible and which contradict the principle of due commercial care. If a price increase exceeds 10 % the client will have two weeks from receipt of notification by NTT in which to cancel the order concerned free of charge. Cancellation must be affected in writing. NTT is not obliged to take or seek out any measures which would result in a reduction in agreed prices.

(4) The client will bear any extra costs arising from the fact that work is delayed or must be repeated or extended due to details being late, incorrect or incomplete or as a result of collaborative action not being properly carried out. This also applies where a fixed or maximum price has been agreed.


§ 4    Invoice, payment, default, right of retention, set-off

(1) NTT will invoice the client for the payment owed as agreed.

(2) Buyer will pay for the Product(s) within immediately after invoiced – unless otherwise agreed. No deductions or offsets are permitted. Amounts past due are subject to a service charge at the maximum rate of interest then?permitted by law until paid. Buyer will pay all of NTT’s costs and expenses incurred in the collection of past due amounts, including reasonable collection agency or attorney’s fees, court filing fees and other costs and disbursements.

(3) Where a fixed price is agreed NTT may issue invoices in instalments according to the proportion of full Performance carried out unless the client is not interested in partial Performance. The same applies in the event of permissible partial Performance (see § 5 (2)).

(4) NTT is not obliged to accept checks and bills of exchange. Credits for same are always effective subject to being honored (in payment, not in lieu of payment); they are effective on the date that their counter-value becomes available to NTT.

(5) Bank charges and exchange fees for foreign transfers are borne by the client.

(6) In the event of payment default statutory default interest becomes payable (§ 288 BGB [German Civil Code]). NTT has the right to ask for higher interest on other legal grounds. In the event of payment default NTT is also entitled to withdraw any agreed discounts, rebates and other privileges. In the event of payment default NTT is also entitled to only render further Performance against pre-payment. Furthermore, payment default or circumstances liable to diminish the client’s credit standing will result in all of NTT’s accounts receivable becoming immediately due and payable.

(7) The offsetting by the client of any of its claims against NTT’s accounts receivable or the exercise of a right of retention will be neither possible nor permissible unless the client’s claim or counterclaim is uncontested or established as legally valid or has at least reached the decision stage. Offsetting or the exercise of a right of retention will also be possible provided that the client’s claim and NTT’s claim are based legally on a relationship of mutuality.

(8) NTT will not accept any Product returns, unless it gives written consent in the form of a Return Authorization (“RMA”).


§ 5     Mode of delivery and obstacles to delivery

(1) All shipments are made EXW (Incoterms® 2010) NTT’s shipping points. NTT will select the carrier.NTT may provide substitute Product(s) provided they are of equal or better performance criteria. At Buyer’s request, NTT may provide partial shipments which may be invoiced accordingly. The client must, in principle, obtain all essential permits and papers itself (e.g. for exports/imports).

(2) Shipping dates are estimated delivery dates, and not a material term of this Agreement. NTT will make all reasonable efforts to meet the delivery date. Unless otherwise agreed, NTT may ship Product(s) earlier than the date originally quoted.

(3) Partial Performance is permissible to a reasonable extent. Partial Performance will not be reasonable, for example, if the client is not interested in partial Performance or if only a small quantity (still) remains to be accomplished before partial Performance takes place or remains to be accomplished as a result of partial Performance.

(4) Deadlines and periods of time agreed to be binding will be met if readiness for dispatch has been notified as agreed by the expiry of the agreed deadline or period or if Performance has left NTT’s works.

(5) Periods of time agreed to be binding begin, in principle, on the date of conclusion of the contract, although not before the provision of documents, permits, clearances and information to be obtained by the client and clarification of all technical issues, nor before accomplishment by the client of any collaborative action essential to Performance or before any advance payment due has been received. Deadlines agreed to be binding will be put back accordingly, where necessary.

(6) On the occurrence of unforeseen obstacles for which NTT is not responsible and which NTT is unable to avoid despite taking every care reasonable in the circumstances – whether they occur at NTT or a subcontractor – for example, force majeure (e.g. wars, natural disasters, fires, strikes or lockouts) – deadlines and/or periods of time agreed to be binding will be put back by the length of the obstacle in question. NT will promptly inform the client of such circumstances. If an obstacle should lead to postponement for more than one-month NTT will have the right to withdraw from the contract as far as Performance affected by the obstacle is concerned. The client will have a similar right of withdrawal if it is no longer interested in Performance because of the postponement. If a contracting party withdraw from the contract § 346 et seq. BGB [German Civil Code] will apply.

(7) In the event of delay in Performance NTT’s liability in damages is governed exclusively by § 10 of these GTC.

(8) If Performance should be delayed at the request or due to the fault of the client NTT will charge it for any storage costs incurred, beginning one week after notification of readiness for dispatch.


§ 6     Passage of risk

(1) Where there is an obligation to collect the risk passes to the client when the goods are selected and provided as agreed. Where there is an obligation to dispatch the same will apply from the date that they are passed to the carrier. Where there is an obligation to deliver the risk passes on leaving NTT’s site. The risk passes even in the event of failure to accept delivery.

(2) NTT's responsibility ends on delivery of the Product(s) to the carrier, or such other point NTT designates. Buyer assumes all risk of loss for the Product(s) after NTT delivers the Product(s) to the carrier for shipment to Buyer, and Buyer's sole recourse for any loss of or damage to the Product(s) shall be against the carrier.


§ 7     Client’s duty to collaborate, indemnity

(1) The client warrants that it will promptly take all collaborative action free of charge that is necessary for Performance by NTT or for any rectification work to be carried out by NTT. This collaborative action must comply with all valid standards, especially safety regulations and accident prevention rules.

(2) The client warrants that it holds the necessary copyright/exploitation rights for the documentation, data media, software, materials and other items of any kind whatsoever to be supplied by it and that they are free of defects.

(3) The client warrants that it fulfils all duties imposed upon it by law or contract. The client is obliged, in particular, not to export or re-export goods or items supplied by NTT without obtaining any export permit required from the competent authority. The client will provide NTT with the export permit and all documents connected therewith without having to be asked for same.

(4) The client warrants that it will apply NTT’s Performance properly, safely and in accordance with both the rules applicable and NTT’s valid specifications.

(5) In the event of the client failing to fulfil its aforementioned obligations it shall compensate NTT for the loss or damage sustained and indemnify NTT from any third-party claims resulting from the breach of duty unless the client should not be responsible for such breach of duty. Where NTT and the client are liable under relevant product liability legislation – even where no fault is required – the client shall have liability towards NTT inter se in so far as the loss or damage sustained relates to breach of duty on the client’s part.


§ 8     Rights to intellectual property, use for advertising purposes

(1) NTT retains title to design drawings, models, cost estimates, information and all other NTT company property, both tangible and intangible (“Knowhow”), as well as all copyright, utility models, trademarks, patents and registered designs and other industrial property rights. The client undertakes in relation to Know-How not to assert any rights regarding intellectual property applications, prior use or licensing. The client must not make knowhow accessible to third parties without the express prior consent of NTT. In the event of a breach of such duty the client shall have full liability towards NTT pursuant to statute.

(2) Use of the NTT name or trademarks is permissible only with the prior consent of NTT.


§ 9     Retention of title

(1) Items that NTT provides to the client in the course of due Performance remain the property of NTT until all accounts receivable from the business relationship with the client have been paid (“Retention Goods”).

(2) The client is obliged to treat Retention Goods carefully. The client is also obliged to adequately insure Retention Goods against theft, fire and water damage at replacement value at its own expense.


§ 10     NTT’s limited liability in damages

(1) If NTT, its legal representatives, staff or agents should be in willful or grossly negligent breach of duty, particularly under the contractual relationship, or if they should commit a tortious act either willfully or due to gross negligence NTT will be liable for the resultant loss to the client pursuant to statute.

(2) If NTT, its legal representatives, staff or agents should be in breach of duty arising purely from simple negligence of any kind and on any grounds whatsoever, especially for breach of duty under the contractual relationship or in tort, the client’s claims in damages against NTT will be excluded except in the case of a simply negligent breach of a fundamental contractual obligation. In such an eventuality NTT’s liability is limited to foreseeable loss or damage typical of the contract concerned. For this purpose, a fundamental contractual obligation is one the fulfillment of which is a sine qua non and on the observance of which the client regularly relies and may rely.

(3) The above exclusion and/or limitation of liability also benefits NTT’s legal representatives.

(4) The above exclusion and/or limitation of liability does not apply to culpable harm to life, limb or health, nor to liability under product liability legislation.

(5) The statutory rules on burden of proof are not affected by the above provisions.


§ 11 Use of subcontractors; no assignment of entitlement to Performance

(1) NTT has the right to engage subcontractors when rendering Performance and to have Performance rendered by same.

(2) The client may only assign claims against NTT for Performance in whole or in part to a third party with the consent of NTT.


§ 12 Place of performance, jurisdiction, law applicable, burden of proof

(1) The place of performance is NTT’s company headquarters.

(2) The exclusive place of international jurisdiction is the Federal Republic of Germany. The exclusive place of local jurisdiction is Munich where the client is a trader, legal person or a special fund governed by public law. The same applies if the client should not have a place of general jurisdiction in Germany, if it should move its headquarters abroad after conclusion of the contract or if its headquarters should be unknown at the time that legal action is brought. NTT is also entitled to sue the client at other lawful places of jurisdiction.

(3) All rights and claims under this contract are governed exclusively by the law of the Federal Republic of Germany to the exclusion of private international law and the UN Convention on the International Sale of Goods (CISG).

(4) Allocation of the burden of proof by law or court order is not intended to be changed by any of the provisions of the GTC.


§ 13 Other general conditions

(1) If any individual provisions of these conditions should be wholly or partially invalid the remaining provisions will not be affected thereby. The contracting parties undertake to agree a rule by which the commercial spirit and purpose of the invalid provision is as far as possible achieved.

(2) NTT will use all client data solely for the purpose of conducting business and in accordance with the requirements of valid data protection law. The client is also afforded the right, on request, to be informed of its personal data gathered, processed and used by NTT.


PART B – Special conditions for contracts of sale, contracts for labor and materials and service contracts

Where there is in existence a contract of sale (§§ 433 et seq. BGB [German Civil Code]) (e.g. for the supply of consumables), a contract for labor and materials (§ 651 BGB [German Civil Code]) (e.g. for the manufacture and supply of measuring equipment) or a service contract (§§ 631 et seq. BGB [German Civil Code]) (e.g. a maintenance agreement) the following will apply as a supplement to the General Conditions in Part A:


§ 14     Liability for material defects and defective title in contracts of sale and contracts for labor and materials

Where there is in existence a contract of sale or a contract for labor and materials the following will apply regarding liability for material defects and defective title:

(1) There will not be any warranty rights or warranty claims (§ 437 BGB [German Civil Code]) unless there is a material defect or defective title in the legal sense. There will be no material defect in the legal sense and hence no warranty claim either in the following instances, in particular: improper or unskilled usage, defective assembly, installation or implementation by the client or a third party, natural wear and tear and normal usage, improper or careless handling, excessive use, use of unsuitable equipment (especially outside equipment), chemical, electrochemical or electrical influences (unless NTT should be responsible for same), absence of power, improper modifications or repair work carried out by the client or a third party without NTT’s consent. The quality due is governed exclusively by the expressly agreed performance characteristics. NTT does not give any warranty over and above the quality agreed (especially for an unforeseen type of use, for a specific period of use or for durability after the passage of risk) unless this has been specifically agreed. It is for the client itself on its own responsibility to check the use of goods for an unforeseen purpose. The risk of fitness for use and application therefore lies exclusively with the client in this respect. NTT is not, in principle, aware of the actual place of use or application of goods. It is therefore for the client itself to check whether there are any breaches of intellectual property or other rights at the place of delivery or use caused by the supply or application of goods and whether goods can also be deployed at the place of use.

(2) The client must inspect goods immediately after delivery. If a defect should be revealed on inspection the client will be obliged to report same to NTT immediately and in any event within 12 calendar days (incl. weekends and public holidays) of receipt of the goods and to do so at least in text form (email or fax will suffice). Otherwise the goods will be deemed approved. If a defect should not be revealed until later on the client will be obliged to report the defect to NT immediately and in any event within 8 calendar days (incl. weekends and public holidays) of discovery of the defect and to do so at least in text form (email or fax will suffice). Otherwise the goods will be deemed approved notwithstanding the defect. The provision in § 377 HGB [German Commercial Code] will also apply.

(3) In the event of a warranty claim (§ 437 BGB [German Civil Code]) NT may choose to either remedy the defect or supply non-defective goods (rectification). If one or other, or both, means of rectification should prove impossible or disproportionate NTT will be entitled to refuse it. NTT will, in principle, remedy defects at its own works. In order to ensure safe transportation to same, the client is obliged to keep the original packaging for the goods and use it for transportation purposes. If the client should be in breach of such duty the client will bear the resultant loss to NTT (especially extra costs) unless the client is not responsible for that breach of duty. If the client should not use the original packaging for the goods for transportation purposes the client will bear the risk of any damage in transit. NTT may refuse to effect rectification as long as the client fails to meet its payment obligations towards NTT in the amount corresponding to the non- defective element of Performance provided that the client is interested in the non-defective element of Performance. NTT will bear the costs necessary for rectification purposes, especially the cost of transportation, travel, labor and materials. Liability for costs is excluded where extra costs are incurred due to goods being taken to a place other than the place of performance. Rectification does not cover dismantling and installation work or the cost thereof.

(4) If rectification should fail the client will have the option to either reduce the purchase price accordingly or cancel the contract in accordance with the law. § 10 of these GTC applies regarding claims in damages.

(5) The warranty period is one year from the delivery of goods. In the case of goods normally intended to be used for construction purposes which have caused such construction to be defective the limitation period will not expire until five years from delivery. Where NTT is liable in damages for a warranty under § 10 of these GTC the warranty period for the claim in damages is governed by statute. If NTT should fraudulently conceal a defect the warranty period for all warranty claims and warranty rights is governed by statute.

(6) Guarantees and assurances are not valid unless expressly given by NTT.


§ 15     Liability for Software Computers

NTT does not warrant that the Product(s), Components or Software will be compatible or function as intended with Buyer’s, or any third party, systems, computers, networks or software not purchased through NTT. NTT is not responsible for virus, malware or other similar system problems arising from Buyer’s connection to the internet or from Buyer’s internal networks. Software is not warranted to be error free or to operate without problems or interruptions. If a defect or bug is identified, NTT will use commercially reasonable efforts to produce a repair (e.g.: patch/fix), which may also include minor enhancements, provided at no charge, that improve the performance of the Software, or keep it current with operating systems and other software. NTT does not assure compatibility with updates to third party software or operating systems and will not be responsible for problems arising from such updates.


§ 16     Liability for material defects and defective title in service contracts

Where there is a service contract in existence the following will apply regarding liability for material defects and defective title:

(1) Regarding any warranty rights or warranty claims (§ 634 BGB [German Civil Code]) the provisions in § 14(1), 14(3), 14(4) and 14(6) will apply mutatis mutandis to defects in Performance of service contracts.

(2) The warranty period is one year from acceptance. This does not apply to construction work or works the success of which consists of the provision of planning or supervisory services; in this case the limitation period is five years. Where NTT is liable in damages for a warranty under § 10 of these GTC the warranty period for the claim in damages is governed by statute. If NTT should fraudulently conceal a defect the warranty period for all warranty claims and warranty rights is governed by statute.

(3) The client is obliged to promptly effect acceptance. If the client should fail to comply with its duty of acceptance, then acceptance will be deemed effected two calendar days after Performance has been rendered.


§ 17 LICENSE FOR USE OF SOFTWARE

(1) NTT grants Customer a non?exclusive, non?transferable license to use the Software, solely for Customer’s internal uses. This license does not include the right to make copies of Software, extract, modify or incorporate any part of the Software, nor reverse engineer, decompile, or disassemble the Software. NTT does not have an obligation to supply software upgrades (i.e., new versions, or new, or in?line releases).

(2) Unless otherwise stipulated in writing with the Licensor, the software product may only be used on up to two monitors that are connected to one and the same computer. The Licensee may only use the software on alternative systems in case of emergency.

(3) If the Licensee wishes to use further on the Software Product, which was replaced by an update or an upgrade, parallel to the current Software Product, the Licensee needs the prior written approval of the Licensor.


§ 18 Proper disposal

(1) Where NTT has a statutory duty to dispose of goods or items supplied by the client the latter must support NT in doing so free of charge. The client must, in particular, ensure that goods or items reach NTT by providing any necessary uninstallation or dismantling work and transportation.

(2) Where the client resells or passes on to a third party any goods or items received from NTT and this increases the cost of disposal by NT as required by law the client will bear these increased costs.


PART C – Special conditions for contracts of service

Where there is in existence a contract of service (§§ 611 et seq. BGB) (e.g. in the case of training, technical support on site or a telephone service) the following will apply as a supplement to the General Conditions in Part A:


§ 19     No warranty, reference to § 10 GTC

(1) NTT is not liable for any particular success. There is no statutory warranty.

(2) § 10 of these GTC applies regarding claims in damages.


PART D – Terms of Use

§ 20     Terms of Use

A.  Acceptance of the Terms of Use

Please read this Website Terms of Use agreement carefully. It governs the use of our services.  By accessing or using the services below, you agree to all terms in these Terms of Use and all terms that are incorporated into this Agreement as referenced below.

These terms of use are entered into by and between You, NanoTemper Technologies GmbH (collectively “NTT", "we" or "us").  The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, these "Terms of Use"), govern your access to and use of nanotempertech.com (the "Website"), including any content, functionality and services offered on or through the Website, whether as a guest or a registered user.

Please read the Terms of Use carefully before you start to use the Website. By using the Website you accept and agree to be bound and abide by these Terms of Use and our Privacy Policy, found at nanotempertech.com/privacy, incorporated herein by reference. If you do not want to agree to these Terms of Use or the Privacy Policy, you must not access or use the Website.

This Website is not targeted towards, not intended to for use by, anyone under the age of 14.  If you are under the age of 14, you are not permitted to use this Website.  If you are under the age of 18 but at least 14, you may only use this Website under the supervision of a parent or legal guardian who agrees to be bound by these Terms of Use. By using this Website, you represent and warrant that you are of legal age to form a binding contract with NTT and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Website.


B.  Changes to the Terms of Use

We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them.

Your continued use of the Website following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.


C.  Accessing the Website and Account Security

We reserve the right to withdraw or amend this Website, and any service or material we provide on the Website, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website, or the entire Website, to users, including registered users.


You are responsible for:

* Making all arrangements necessary for you to have access to the Website.

* Ensuring that all persons who access the Website through your internet connection are aware of these Terms of Use and comply with them.

To access the Website or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Website that all the information you provide on the Website is correct, current and complete. You agree that all information you provide to register with this Website or otherwise, including but not limited to through the use of any interactive features on the Website, is governed by our Privacy Policy found at www.nanotempertech.com/privacy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

If you choose, or are provided with, a user name, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Website or portions of it using your user name, password or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

We have the right to disable any user name, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.


D.  Intellectual Property Rights

The Website and its entire contents, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by NTT, its licensors or other providers of such material and are protected by international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.

You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on our Website, except as follows:

* Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.

* You may store files that are automatically cached by your Web browser for display enhancement purposes.

* You may print or download materials from the Website where such functionality is provided by the Website, but only for your personal use and not for further reproduction, publication or distribution.

You must not:

* Modify copies of any materials from this site.

* Delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from this site.


If you print, copy, modify, download or otherwise use or provide any other person with access to any part of the Website in breach of the Terms of Use, your right to use the Website will cease immediately and you must, at our option, return or destroy any copies of any materials you have made. No right, title or interest in or to the Website or any content on the Website is transferred to you, and all rights not expressly granted are reserved by NTT. Any use of the Website not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark and other laws.

We have the right to limit access to the Website and its contents at any time, or to charge for such access.


E.    Trademarks

The NTT name, NTT logo, and all related names, logos, product and service names, designs and slogans are trademarks of NTT or its affiliates or licensors. You must not use such marks without the prior written permission of NTT. All other names, logos, product and service names, designs and slogans on this Website are the trademarks of their respective owners.


F.    Prohibited Uses

You may use the Website only for lawful purposes and in accordance with these Terms of Use.

You agree not to use the Website:

* In any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).

* For the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise.

* To send, knowingly receive, upload, download, use or re-use any material which does not comply with the Content Standards set out in these Terms of Use.

* To impersonate or attempt to impersonate NTT, an NTT employee, another user or any other person or entity (including, without limitation, by using e-mail addresses or names associated with any of the foregoing).

* To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Website, or which, as determined by us, may harm NTT or users of the Website or expose them to liability.

Additionally, you agree not to:

* Use the Website in any manner that could disable, overburden, damage, or impair the site or interfere with any other party's use of the Website, including their ability to engage in real time activities through the Website.

* Use any robot, spider or other automatic device, process or means to access the Website for any purpose, including monitoring or copying any of the material on the Website.

* Use any manual process to monitor or copy any of the material on the Website or for any other unauthorized purpose without our prior written consent.

* Use any device, software or routine that interferes with the proper working of the Website.

* Introduce any viruses, Trojan horses, worms, logic bombs or other material which is malicious or technologically harmful.

* Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer or database connected to the Website.

* Attack the Website via a denial-of-service attack or a distributed denial-of-service attack.

* Otherwise attempt to interfere with the proper working of the Website.


G.  User Contributions

The Website or any links to NTT associated websites displayed thereon may allow you and other users to contribute, post, submit, publish, display or transmit to other users or other persons content or materials (collectively, "User Contributions"). All User Contributions must comply with the Content Standards set out in these Terms of Use.

Any User Contribution you post to the Website or any links to NTT associated websites displayed thereon will be considered non-confidential and non-proprietary. By providing any User Contribution, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns the right to use, reproduce, modify, perform, display, distribute and otherwise disclose to third parties any such material for any purpose.

You represent and warrant that:

* You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns.

* All of your User Contributions do and will comply with these Terms of Use. You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not NTT, have fully responsibility for such content, including its legality, reliability, accuracy and appropriateness.

We are not responsible, or liable to any third party, for the content or accuracy of any User Contributions posted by you or any other users of the Website.


H.  Monitoring and Enforcement; Termination

We have the right to:

* Remove or refuse to post any User Contributions for any or no reason in our sole discretion.

* Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates the Terms of Use, including the Content Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Website or the public or could create liability for NTT.

* Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.

* Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Website.

* Terminate or suspend your access to all or part of the Website for any or no reason, including without limitation, any violation of these Terms of Use.

Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Website. YOU WAIVE AND HOLD HARMLESS NTT AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY NTT/ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

However, we do not undertake to review all material before it is posted, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.


I.    Content Standards

These content standards apply to any and all User Contributions. User Contributions must in their entirety comply with all applicable federal, state, local and international laws and regulations. Without limiting the foregoing, User Contributions must not:

* Contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable.

* Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.

* Infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person.

* Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use and our Privacy Policy found at nanotempertech.com/privacy.

* Be likely to deceive any person.

* Promote any illegal activity, or advocate, promote or assist any unlawful act.

* Cause annoyance, inconvenience or needless anxiety or be likely to upset, embarrass, alarm or annoy any other person.

* Impersonate any person, or misrepresent your identity or affiliation with any person or organization.

* Involve commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter or advertising.

* Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.


J.    Reliance on Information Presented

The information presented on or through the Website is made available solely for general information purposes. Such information is subject to your interpretation and we assume no liability for how you interpret the information presented.  We do not warrant the accuracy, completeness or usefulness of this information, including, but not limited to, the Website's applications, data, and calculations. By agreeing to these Terms of Use, you acknowledge and agree that any data or calculations presented on or through the Website are approximations and estimates.  You further agree to the limits of the Website's software, as provided by such software applications, and you acknowledge the Website's applications are not intended to be used for design purposes. Any reliance you place on information presented on or through this Website is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents. Your use of the Website's software in no way constitutes your engagement of NTT for consulting work. 

This Website may include content provided by third parties, including materials provided by other users and third-parties. Any statements and/or opinions expressed in these materials, and any articles and responses to questions and other content, other than the content provided by NTT, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of NTT. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.


 K.  Changes to the Website

We may update the content on this Website from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Website may be out of date at any given time, and we are under no obligation to update such material.


L.    Information About You and Your Visits to the Website

All information we collect on this Website is subject to our Privacy Policy found at nanotempertech.com/privacy. By using the Website, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.


M. Linking to the Website and Social Media Features

You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part without our express written consent.

This Website may provide certain social media features that enable you to:

* Link from your own or certain third-party websites to certain content on this Website.

* Send e-mails or other communications with certain content, or links to certain content, on this Website.

* Cause limited portions of content on this Website to be displayed or appear to be displayed on your own or certain third-party websites.


You may use these features solely as they are provided by us, solely with respect to the content they are displayed with, and otherwise in accordance with any additional terms and conditions we provide with respect to such features. Subject to the foregoing, you must not:

* Establish a link from any website that is not owned by you.

* Cause the Website or portions of it to be displayed, or appear to be displayed by, for example, framing, deep linking or in-line linking, on any other site.

* Otherwise take any action with respect to the materials on this Website that is inconsistent with any other provision of these Terms of Use.

The website from which you are linking, or on which you make certain content accessible, must comply in all respects with the Content Standards set out in these Terms of Use.

You agree to cooperate with us in causing any unauthorized framing or linking immediately to cease. We reserve the right to withdraw linking permission without notice.

We may disable all or any social media features and any links at any time without notice in our discretion.


N. Links from the Website

If the Website contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third party websites linked to this Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.


O. Geographic Restrictions

Access to the Website may not be legal by certain persons or in certain countries. If you access the Website, you do so on your own initiative and are responsible for compliance with local laws.


P.  Disclaimer of Warranties

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Website will be free of viruses or other destructive code. We are not responsible for the user data stored on any server or computer, including your or any user's computer.  You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

YOUR USE OF THE WEBSITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER NTT NOR ANY PERSON ASSOCIATED WITH NTT MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER NTT NOR ANYONE ASSOCIATED WITH NTT REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

NTT HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.


Q.     Limitation on Liability

IN NO EVENT WILL NTT, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.


R.      Indemnification

You agree to defend, indemnify and hold harmless NTT, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms of Use or your use of the Website, including, but not limited to, your User Contributions, any use of the Website's content, services and products other than as expressly authorized in these Terms of Use or your use of any information obtained from the Website.


S.       Governing Law and Jurisdiction

All matters relating to the Website and these Terms of Use and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by the law of the Federal Republic of Germany to the exclusion of private international law and the UN Convention on the International Sale of Goods (CISG). Any legal suit, action or proceeding arising out of, or related to, these Terms of Use or the Website shall be instituted in the exclusive place of international jurisdiction which is the Federal Republic of Germany. The exclusive place of local jurisdiction is Munich where the client is a trader, legal person or a special fund governed by public law. The same applies if the client should not have a place of general jurisdiction in Germany, if it should move its headquarters abroad after conclusion of the contract or if its headquarters should be unknown at the time that legal action is brought. NTT is also entitled to sue the client at other lawful places of jurisdiction. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.


T.      Arbitration

At NTT's sole discretion, it may require You to submit any disputes arising from the use of these Terms of Use or the Website, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the German Arbitration Act.


U. Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.


V.  Waiver and Severability

No waiver by NTT of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of NTT to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.


W. Entire Agreement

The Terms of Use and our Privacy Policy constitute the sole and entire agreement between you and NTT with respect to the Website and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Website.


X.  Your Comments and Concerns

All notices of copyright infringement claims, and all other feedback, comments, requests for technical support and other communications relating to the Website should be directed to: info@nanotempertech.com.

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