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ASTREA+ SANITIZER SUBSCRIPTION AGREEMENT
These Terms of Subscription Service (“Agreement”) are entered into by and between Performance Press, Inc. dba Astreea North America (Astreea) and the entity or person placing the order or accessing Astreea+ (as defined below) (“Customer”), also referred to individually as a “Party”, and together as the “Parties.”
Customer. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to this Agreement in which case the term “Customer” shall refer to such entity. If you do not have such authority, or if you do not agree to the terms of this Agreement, do not accept this Agreement. You may not use or access Astreea+ if you are a direct competitor of Astreea North America or if you are accessing or using the Astreea+ for the benefit of a direct competitor of Astreea North America.
Agreement. This Agreement permits Customer to purchase a subscription to Astreea+ pursuant to the terms and conditions under which Astreea+ will be delivered. This Agreement shall govern Customer’s initial purchase as well as any future purchases made by Customer that reference this Agreement. This Agreement includes any and all Appendices, Limited Warrantees, conditions, and referenced policies.
Customer Products. Customer will receive the quantity of sanitizer dispenser(s) and gel hand sanitizer refills each month thereafter as provided in Appendix A Product Pricing. Customer may increase or decrease its monthly gel hand sanitizer refills order amount but cannot go below the initial contracted total amount.
Compensation. Customer shall provide Astreea with a valid credit card for payment of the monthly subscription fee for the Products. The prices of the Products are provided in Appendix A Products Pricing. Astreea will charge Customer’s credit card on the first day of the new month. Customer will be billed monthly for its subscription for the initial one-year term and until such time that this Agreement is terminated after the initial one-year term. If Astreea is unable to process Customer’s payment, then Customer will immediately provide new credit card information. If payment is five (5) days or more past due, then Astreea may terminate this Agreement and all remaining amounts will become immediately due. ALL PAYMENTS ARE NON-REFUNDABLE AND ARE CONSIDERED EARNED UPON RECEIPT.
Term and Termination. This Agreement shall commence on the Effective Date and continue for one (1) year or unless terminated for cause as provide herein. If Customer terminates this Agreement during the first year, then all remaining subscription fees for the first year shall become immediately due and Customer shall pay such amounts to Astreea. After the first year, this Agreement will automatically renew month-to-month and Customer may terminate with 30 days written notice.
Either Party may terminate this Agreement for cause if the other Party is in default of a material obligation under this Agreement, and such default has not been cured within five (5) calendar days after receipt of written notice (specifying the default) from the non-defaulting Party. If this Agreement is terminated for cause, then Customer shall pay Astreea any amounts that have accrued before the termination. Those obligations under this Agreement that by their nature are intended to survive termination shall so survive.
Delivery of Products. Customer may provide multiple distribution locations and Astreea will deliver the Products accordingly. The initial order of sanitizer dispenser(s) and gel hand sanitizer will be delivered to Customer within 7 days after the Effective Date. Astreea will deliver the Products no later than the third week of each month to replenish Customer’s inventory supply to the target levels. The Products will be shipped to the address(es) listed in the subscription (per the ICC 2020 INCO Terms). Title to the Products and all risk of loss pass to Customer upon delivery. Astreea will select the carrier(s). Customer is responsible for all shipping costs of the product.
Inspection and Acceptance. Customer shall inspect the Products delivered hereunder upon receipt. Acceptance shall occur upon delivery, and will be presumed, unless Customer provides in writing within five (5) days after delivery that the Product(s) is nonconforming.
Changed or Discontinued Products. Astreea may change or revise Product specifications or discontinue production of a Product without prior written notice.
LIMITED WARRANTY. ASTREEA OFFERS A LIMITED WARRANTY FOR THE PEDAL HAND SANITIZER DISPENSER PRODUCT. THIS LIMITED WARRANTY IS PROVIDED HERE: https://thumbprint.com/astreea/downloads/Astreea North America Warranty.pdf.
EXCEPT FOR SUCH LIMITED WARRANTY, ALL OF THE OTHER PRODUCTS ARE PROVIDED "AS IS". USER SAFETY IS CUSTOMER’S RESPONSIBILITY. ASTREEA MAKES NO WARRANTIES UNDER THIS AGREEMENT OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
Limitation of Liability. IN NO EVENT SHALL ASTREEA BE LIABLE FOR ANY CLAIMS OR DAMAGES CAUSED BY OR TO THE CUSTOMER. THIS LIMITATION OF LIABILITY IS EXCLUSIVE, TAKES PRECEDENTS OVER ALL OTHER PROVISIONS OF THIS AGREEMENT, AND SHALL SURVIVE TERMINATION OF THIS AGREEMENT.
Customer’s Indemnity Obligation. Customer shall defend, indemnify, and hold harmless Astreea from all claims or damages arising from Customer’s violation of any term of this Agreement, or any third-party claims or damages arising from Customer. This indemnification shall survive termination of this Agreement.
Dispute Resolution. The Parties agree to timely, cost effectively and amicably resolve any dispute that arises under this Agreement. If no resolution is reached within a reasonable time, then either Party may litigate the dispute. The Party commencing the action will provide to the other Party reasonable notice of its intent to file litigation. This Agreement shall be governed by the laws of Florida, without regard to its conflict of law principles. The Parties hereby submit to the exclusive jurisdiction of the state or federal courts located in Orange County, Florida.
Waiver and Severability. The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of such provision, nor affect the validity of this Agreement or any part thereof, or the right of the waiving Party to thereafter enforce every such provision. If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall continue in full force and effect.
Assignment. Customer shall not assign its rights or duties under this Agreement without Astreea’s consent. Astreea may assign this Agreement to any third party without Customer’s consent.
Changes and Entire Agreement. This Agreement constitutes the entire agreement between the Parties and any changes will be mutually agreed to in writing.
In witness whereof, the Parties have duly executed this Sanitizer Subscription Agreement as of the date of subscription purchase.