The Power of Secure Data Erasure Anywhere, Anytime!

Applicability. These Data Zapper Terms of Use (“Terms”) govern your (“Customer”) use of WipeOS, LLC’s (“Provider”) Data Zapper™ product (the “Product”). By purchasing or using the Product, you agree to be bound by these Terms. If you are using the Product on behalf of an organization, you are agreeing to these Terms for that organization and confirming that you have the authority to bind that organization to these Terms. In that case, “Customer” will refer to that organization. The corresponding invoice or ordering document (the “Sales Invoice”) and these Terms (collectively, the “Agreement”) comprise the entire agreement between the parties and supersede all prior or contemporaneous understandings, agreements, negotiations, representations, and warranties, and communications, both written and oral. These Terms prevail over any of Customer’s general terms and conditions of purchase regardless of whether or when Customer has submitted its purchase order or such terms. Fulfillment of Customer’s order does not constitute acceptance of any of Customer’s terms and conditions and does not serve to modify or amend these Terms.

Delivery of Product. The Product will be delivered within a reasonable time after the receipt of Customer’s purchase order. Provider shall not be liable for any delays, loss, or damage in transit.

All Sales Final.  The Product is non-returnable and non-refundable.  All sales are final.

Price. Customer shall purchase the Product at the price set forth in the Sales Invoice. Such pricing is based on single use of the Product (i.e., each Product may only be used to erase data from a single device).

Payment Terms. Customer shall pay all invoiced amounts due to Provider within 30 days from the date of Provider’s invoice unless both parties have mutually agreed to an alternative payment schedule. Customer shall make all payments hereunder by wire transfer, check, PayPal, or other payment method agreed to by Provider and in US dollars.

Warranty Disclaimer

• Provider makes no warranties whatsoever with respect to the product, including any (a) warranty or merchantability; warranty of fitness for a particular purpose; warranty of title; or warranty against infringement of intellectual property rights of a third party; whether express or implied by law, course of dealing, course of performance, usage of trade, or otherwise. 
• Products manufactured by a third party (“Third Party Product”) may constitute, contain, be contained in, incorporated into, attached to, or packaged together with, the Product. For the avoidance of doubt, provider makes no representations of warranties with respect to any third-party product, including any warranty of merchantability; warranty of fitness for a particular purpose; warranty of title; or warranty against infringement of intellectual property rights of a third party; whether express or implied by law, course of dealing, course of performance, usage of trade, or otherwise. 

Limitation of Liability

• In no event shall provider be liable to customer or any third party for any loss of use, revenue or profit or loss of data, or for any consequential, indirect, incidental, special, exemplary, or punitive damages whether arising out of breach of contract, tort (including negligence), or otherwise, regardless of whether such damages were foreseeable and whether or not provider has been advised of the possibility of such damages, and notwithstanding the failure of any agreed or other remedy of its essential purpose. 
• To the maximum extent permitted under applicable law, in no event shall provider’s aggregate liability arising out of or related to the agreement, whether arising out or related to breach of contract, tort (including negligence), or otherwise, exceed the total of the amounts paid to provider for the product sold hereunder. 

Compliance with law. Customer shall comply with a ll applicable laws, regulations, and ordinances in connection with its use of the Product. Customer shall comply with all export and import shipments of the Product requiring any government import clearance. 

Termination. In addition to any remedies that may be provided under these Terms, Provider may terminate the Agreement with immediate effect upon written notice to Customer, if Customer: (a) fails to pay any amount when due under the Agreement; (b) has not otherwise performed or complied with any of these Terms, in whole or in part; or (c) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors.

Waiver. No waiver by Provider of any of the provisions of these Terms is effective unless explicitly set forth in writing and signed by Provider. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from these Terms operates or may be construed as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

Confidential Information. All non-public, confidential, or proprietary information of Provider disclosed by Provider to Customer, whether disclosed orally or disclosed or accessed in written electronic or other form or media, and whether or not marked, designated, or otherwise identified as “confidential” in connection with the Agreement is confidential, and may be used solely as necessary for exercising rights and performing obligations under the Agreement and may not be disclosed or copied unless authorized in advance by Provider in writing. Upon Provider’s request, Customer shall promptly return all documents and other materials received from Provider. Provider shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to Customer at the time of disclosure; or (c) rightfully obtained by Customer on a non-confidential basis from a third party.

Intellectual Property. Provider hereby grants Customer a non-transferable, nonexclusive, limited license to access and use the embedded software within the Product (“Software”) solely for Customer’s internal business purposes in accordance with the restrictions herein. Software accessed pursuant to these Terms is licensed, not sold, and Customer receives no title to or ownership of any copy or of the Software itself. Furthermore, Customer receives no rights to the Software other than those specifically granted in these Terms. Without limiting the generality of the foregoing, Customer shall not: (a) copy, modify, create derivative works from, distribute, publicly display, publicly perform, or sublicense the Software; (b) use the Software for service bureau or time-sharing purposes or in any other way allow third parties to exploit the Software; (c) reverse engineer, decompile, disassemble, or otherwise attempt to derive any of the Software’s source code; or (d) use the Software to erase data from more than one device.  Customer acknowledges that the Software is protected by copyright and other laws.

Feedback. Customer hereby grants Provider a perpetual, irrevocable, worldwide license to use any Feedback (as defined below) Customer communicates to Provider, without compensation, without any obligation to report on such use, and without any other restriction. Provider’s rights granted in the previous sentence include, without limitation, the right to exploit Feedback in any and every way, as well as the right to grant sublicenses. Notwithstanding the provisions of Section 11 (Confidential Information), Feedback will not be considered Confidential Information. (“Feedback” refers to any suggestion or idea for modifying any of Provider’s products or services, including without limitation all intellectual property rights in any such suggestion or idea.)

Assignment. Customer shall not assign any of its rights or delegate any of its obligations under the Agreement without the prior written consent of Provider. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Customer of any of its obligations under the Agreement.

No Third-Party Beneficiaries. The Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns, and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms.

Governing Law. All matters arising out of or relating to the Agreement are governed by and construed in accordance with the internal laws of the State of Minnesota without giving effect to any choice or conflict of law provision or rule (whether of the State of Minnesota or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Minnesota.

Jurisdiction. Any legal suit, action, or proceeding arising out of or relating to the Agreement shall be instituted in the federal courts of the United States of America or the courts of the State of Minnesota in each case located in Hennepin County. Each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

Severability. If any term or provision of the Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of the Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

Survival. Provisions of these Terms which by their nature should apply beyond their terms will remain in force after any termination or expiration of these Terms or the Agreement including, but not limited to, the following provisions: Compliance with Laws, Confidential Information, Intellectual Property, Governing Law, Submission to Jurisdiction and Survival.

Amendment and Modification. These Terms may only be amended or modified in writing, stating specifically that it amends these Terms and is signed by an authorized representative of each party.