Terms of Use – Aftersales portal of Rimac Technology d.o.o.

Preamble

Rimac Technology LLC, Ljubljanska ulica 7, 10431 Brezje (Sveta Nedelja), Croatia, registered with the Commercial Court of Zagreb under number (MBS): 081402813, VAT number issued by the Croatian  Ministry of Finance, Tax Department: 70036017051 (hereinafter as: “RT”, “we”, “our” or “us”) has established and operates the Aftersales Portal accessible through its website www.aftersales.rimac-technology.com which is established as a subdomain accessible through the main website of Rimac Technology LLC https://www.rimac-technology.com (hereinafter: the “Portal”). All content available on the Portal is hereinafter referred to as the “Content”. 

RT shall grant the access to Portal to its customers and distributors (meaning business entities or professional organizations) (hereinafter each individually as: the “User”) based on their request and in accordance with the rules established in these Terms of Use. For the avoidance of any doubt, RT confirms that the Portal is established as a part of the B2B (business to business) customer service and shall not be used nor is intended for usage of end-customers.

The following Terms of Use shall regulate the use of the Portal.

  1. Content of the Portal

1.1       Subject to these Terms of Use, RT shall provide the User with the possibility to file various types of requests via Portal (included, but not limited, to Claims, Service Requests, Request for Spare Part Purchase, Contact us forms, etc.). The User shall also be allowed to upload or download certain documents to/from the Portal (e.g. receipts, agreements, catalogs, photos etc.).

1.2       RT reserves the right to expand, reduce or otherwise alter the content of the Portal and the documentation and functionalities of the Portal at any time. Information that can be obtained via the Portal is carefully compiled and regularly updated by RT. The User is responsible for finding out about updates to information that has already been obtained by the User.

  1. Registration

2.1       To gain access to the Portal, the User is obliged to file a registration request which shall be approved or rejected by the RT.  In the registration request, the User will have to prove its status of our customer or distributor by providing certain mandatory information (including, but not limited, to (I) name of the company/legal entity, (ii) date of the agreement signed with RT, (iiii) duration of the agreement signed with RT, (iv) indication of the project, (v) duration of the warranty, (vi) contact e-mail etc. In the same registration request, the User will be invited to choose its username and password.

2.2       RT shall inform the User without delay about approval or rejection of its registration request by sending him an e-mail. RT reserves the right to reject the registration request as per its own discretion, but the approval will not be unreasonably withheld. Upon the successful registration, User shall further access the Portal with the usage of username and password.

2.3       During the first login, the User makes a binding undertaking to use the online services in accordance with the stipulations of these Terms of Use.

2.4       The User is obliged to provide the information requested during registration correctly and in full. The User must keep his personal profile up to date. All changes with regards to the User's business details (company name, place of business or similar circumstances that are requested during the registration) must be updated by the User. RT accepts no liability for damages that occur due to incorrect information received from the User.

2.5       The User is not permitted to disclose the password to third parties and undertakes to always keep the password secret. The User shall be responsible for any misuse of the password, including third-party use of the Portal via the User’s password. In this case, the User shall be subject to the same obligations as if he had used the portal himself.

  1. Main Agreement(s)

3.1       The Portal is established for the purpose of accelerating and structuring of the communication between the User and RT regarding various aftersales topics arising from or related to contractual relationship(s) established between the particular User and RT (based on master service agreement, general terms and conditions of purchasing, non-disclosure agreement etc.) (hereinafter: “Main Agreement(s)”). These Terms of Use do not regulate nor amend any contractual provision from Main Agreement(s). In particular, nothing in these Terms of Use shall be regarded as altering, shortening or waiving of limitations of liability, warranties, waivers or any similar representation or warranty arising from or agreed in Main Agreement(s).

3.2       In the event of discrepancies between the Main Agreement(s) and these Terms of Use, the former shall prevail.

  1. Costs

4.1       RT shall request no remuneration from the User for the usage and development of the Portal.

4.2       Any User’s costs associated with the usage of Portal (e.g. access to the Internet, necessary hardware and software) shall not be refundable by RT.

  1. Users Rights and Duties

5.1       The User shall only use the content provided on the Portal for its legitimate business needs and shall not disseminate it to third parties or use, save, publish, or reproduce it in any other way without the prior written consent of RT. The User undertakes to ensure that all persons within the User’s business organization who access the Portal are familiar with these Terms of Use and comply with them. The User undertakes to obtain equipment and software necessary to access and use the Portal.

5.2       The User may not, in particular:

  • publicly display, perform, or distribute the Content in any way;
  • share Content or any part thereof or make it available to third parties;
  • sell or offer for sale Content or any part thereof or use the Content for commercial purposes;
  • modify the Content (in digital form or its printouts);
  • extract any part of text, images, graphics or any other part of the Content and use it separately from the Content;
  • remove, alter or conceal any copyright or trademark notice or other proprietary rights notices incorporated in or accompanying the Content;
  • transfer or assign the User’s Portal’s accounts’ password, even temporarily, to a third party;
  • use RT trademarks included in this Portal or its Content without our consent;
  • transmit or otherwise make available in connection with the use of the Portal any virus, worm, Trojan Horse, time bomb, web bug, spyware, malware, or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware, software, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component;
  • interfere with or disrupt the operation of the Portal, including the servers or networks that make the Portal available, or disobey any requirements, procedures, policies, or regulations of such servers or networks;
  • create accounts on the Portal through unauthorized means, including by using an automated device, script, bot, spider, crawler, or scraper;
  • use the Portal and its Content for any unlawful purposes or in any way that breaches any applicable law or regulation or
  • violate any of these Terms of Use.

5.2       The User shall be liable for all damages incurred by RT as a result of unauthorized use of the content of the Portal.

  1. Duration and Extent of Users Rights

6.1       RT is entitled to determine the duration and extent of any rights of access as well as the general scope of services provided through the Portal.

6.2       RT is authorized to block the access temporarily for legitimate reasons, including, but not limited, to:

(i)         if it is assumed that the User's data is incorrect or outdated;

(ii)        if it is assumed that there is an unauthorized use of the User's access data;

6.3       In case of locking, RT is obliged to immediately inform the user by email and invite the User to eliminate the reason for locking by taking all appropriate or needed measures. If the User fails to eliminate the reasons or RT considers the measures inappropriate or not sufficient, RT will block the access permanently.

6.4       RT reserves the right to block or delete the User from the Portal if the User acts in non-compliance with these Terms of Use. The User will be informed of such action via e-mail.

  1. Freedom of action

7.1       RT is not required to disclose any information via Portal. Any disclosure is entirely voluntary and is not intended to be construed as: (a) creating a commitment as to any RT product and/or service; (b) soliciting any business or incurring any obligation not specified herein.

  1. Confidentiality and Information Protection

8.1       Notwithstanding any existing legal or contractual obligations regarding confidentiality, the User hereby undertakes to treat all knowledge relating to business secrets, which come into his possession through the usage of Portal, as confidential. The User shall assure that any protected data, which comes into his possession through the use of the Portal, is not transmitted to any unauthorized persons.

  1. User Content

9.1       The User is responsible for any communication, message or other content that it posts, uploads, submits, transmits or shares with us on the Portal, including without limitation any data, questions, comments, ideas, concepts, know-how, techniques, suggestions or the like through the Potal’s interactive features or functionalities (hereinafter collectively as: "User Content").

9.2       By transmitting or posting any User Content, the User represents and warrants that it has created the User Content and, where applicable, have permission from everyone whose name or likeness is contained in User Content or materials to share such content or materials. User Content should not contain any visible logos, phrases or trademarks or other third-party materials. The User shall not post any content or materials that belong to a third party (including any content that the User might have found elsewhere on the Internet). We do not endorse or sponsor any User Content submitted by the User on the Portal.

9.3       Unless otherwise stated in our Privacy Policy or non-disclosure agreement concluded and effective between the User and RT, all User Content will be treated as non-confidential and non-proprietary. The User shall not post, upload, submit or share any information it wishes to be kept confidential or for it expects compensation, acknowledgment or attribution. Further, we are free to use any ideas, concepts, know-how or techniques contained in any User Content the User has sent to the Portal for any purpose whatsoever including without limitation developing, manufacturing and marketing products in accordance with applicable law. The User hereby grants us a perpetual, fully paid up, royalty-free, irrevocable, worldwide license to use, transmit, copy, reproduce, distribute, publicly perform, publicly display, and prepare derivate works based upon User Content in any and all media now known or hereafter to become known for any and all commercial and non-commercial purposes, without the need for any acknowledgment, compensation or attribution.

9.4       The User is prohibited from posting, uploading, submitting, sharing or transmitting any unlawful, threatening, infringing, libelous, defamatory, obscene, inflammatory, pornographic or profane material or any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability or would otherwise violate the law. We will fully cooperate with any law enforcement or regulatory authorities or court order requesting or directing it to disclose the identity of anyone posting any such information or materials. All and any User Content will be removed from the Portal as soon as we learn about its unlawful character.

9.5       We reserve the right to terminate and/or deny the access to the Portal if the User is violating these Terms of Use, or applicable law, rule, regulation or order or that the User’s conduct is harmful to us or our affiliated companies, our interests or the interests of another user, a third-party provider, merchant, sponsor, licensor, service provider or any other third party.

  1. Export Control

10.1    RT must not grant and/or shall deny access to the Portal to any person if such person is subject to embargos, trade sanctions or other restrictive measures of any applicable export law, including, without limitation, if such person is listed on any sanctioned party list of the US, the EU and/or any of its member states.

  1. Disclaimer of warranty

11.1    Content of the Portal is provided on an “AS IS” basis, without any conditions, warranties or other terms of any kind. We expressly disclaim any implied warranty of merchantability or fitness for a particular purpose, including any warranty for the use or the results of the use of the services with respect to their correctness, quality, accuracy, completeness, reliability, performance, timeliness, or continued availability.

11.2    We make no warranty regarding the security of the site, including with respect to the ability of unauthorized persons to intercept or access information transmitted by the User through this service.

11.3    We provide the services of this Portal from our offices within Croatia. We make no representation that the content on our Portal is appropriate, legal or available for use in other locations.

  1. Limitation of Liability

12.1    TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE SHALL HAVE NO LIABILITY (INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES) TO THE USER OR TO THIRD PARTIES FOR (I) THE CORRECTNESS, QUALITY, ACCURACY, TIMELINESS, RELIABILITY, PERFORMANCE, CONTINUED AVAILABILITY, COMPLETENESS OR DELAYS, OMISSIONS, OR INTERRUPTIONS IN THE DELIVERY OF THE DATA AND SERVICES AVAILABLE ON THIS PORTAL AND (II) FOR ANY OTHER ASPECT OF THE PERFORMANCE OF THE PORTAL AND (III) FOR ANY FAILURE OR DELAY IN THE EXECUTION OF ANY TRANSACTIONS THROUGH THE PORTAL AND (IV) ANY OTHER MATTER RELATING TO THE PORTAL.

  1. Intellectual Property

13.1    The User acknowledges and accepts that the Portal and its Content is protected by certain intellectual property rights. These rights include all patents, rights to inventions, copyright and related rights, moral rights, trademarks and service marks, business names and domain names, goodwill and the right to sue for passing off or unfair competition, rights in designs and all other intellectual property rights, in each case whether registered or unregistered (“IP Rights”). IP Rights belong directly to us or to our affiliated companies or are licensed to us from their respective owners or licensors.

13.2    The User is not permitted to use the Content in any manner that may infringe any of our IP Rights or IP rights of any third party. Nothing contained on the Portal grants or should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any IP Rights without the Company’s written permission or the written permission of any third-party owner.

13.3    The User is not permitted to publish, transmit, or otherwise reproduce Content, in whole or in part, in any format to any third party without our express written consent. In addition, the User is not permitted to alter, obscure, or remove any copyright, trademark or any other notices that are provided on the Portal.  

13.4    In case of breach of any obligation from this Section, User’s permission to use the Portal is automatically terminated, the User must permanently delete or destroy any material used or obtained contrary to these provisions and we reserve all rights and remedies against the User in respect of any such infringement.

  1. Indemnification

14.1    To the maximum extent permitted by applicable law, the User agrees at all times to defend, indemnify and hold harmless RT, its affiliated companies, successors, transferees, assignors, assignees, licensors and licensees and their respective affiliated companies, agents, associates, officers, directors, shareholders and employees of each from and against any and all claims, causes of action, damages, liabilities, costs and expenses, including legal fees and expenses resulting from or related to the User’s usage of this Portal or its Content, the violation of these Terms of Use, or the infringement by the User or any other user using the User’s account, of any intellectual property or other right of any person or entity.

14.2    If the User is obligated to indemnify us hereunder, we may, at our sole discretion, control the defense and disposition of any such claims at its sole cost and expense. without limiting the foregoing, and the User may not settle, compromise or in any other manner dispose of any third-party claim without our consent.

  1. Changes to the Terms of Use

15.1    We may revise and update these Terms of Use from time to time in our sole discretion. To continue using the Portal following the posting of revised Terms of Use, the User must accept these Terms of Use, as modified. By clicking the box indicating acceptance, the User agrees to these Terms of use, as modified. If the User does not agree with these Terms of Use as modified, it may not use the Portal.

  1. Data protection

16.1     Regarding collection and processing of personal data, the User is invited to get review our Privacy Policy.

  1. Applicable law and dispute resolution forum

17.1    These Terms of Use shall be governed by and construed in accordance with the laws of Croatia, without giving effect to its conflicts of law provisions. A printed version of these Terms of Use will be admissible in judicial and administrative proceedings based upon or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

17.2    Any controversy or claim arising out of or relating to these Terms of Use or the User’s use of the Portal shall be settled by the competent courts of Croatia.

  1. Miscellaneous

18.1    In the event that any provision of these Terms of Use conflicts with applicable law, rule, regulation or order or if any provision is held invalid by a court with competent jurisdiction, then the issue regulated by such invalid provision will be settled in the manner that would take into account the User’s interests, and the remainder of these Terms of Use will remain in full force and effect. Any failure by the Company to insist upon or enforce strict performance of any provision of the Terms of Use or to exercise any right under the Terms of Use will not be construed as a waiver or relinquishment of our right to assert or rely upon any such provision or right in that or any other instance, rather, the same will be and remain in full force and effect.

18.2.   To all other matters related to the usage of the Portal, Legal notice of the main website of RT shall apply. Notwithstanding the provision from the previous sentence, in the event of discrepancies between the Legal notice of the main website of RT and these Terms of Use, the latter shall prevail.

  1. Contact Information

19.1    In case you have any questions, or you need additional information regarding use of this Portal and its Content or these Terms of se, you can contact us by e-mail at the following address: aftersales@rimac-technology.com .