Terms and Conditions
National Orders, LLC
"NO,LLC" shall mean National Orders, LLC and "Buyer" shall mean the customer named in the applicable Order (defined below). "Parties" shall mean NO,LLC and Buyer, collectively, and "Party" shall mean NO,LLC or Buyer, individually. "Products," "Equipment" or "Services" shall individually or collectively mean the equipment and parts (with respect to Products and Equipment) and services (with respect to Services) referred to in the applicable Order. These Terms and Conditions ("T&Cs'') shall apply to and form a part of all orders for Services and, if applicable, Products, issued by Buyer and expressly accepted by NO,LLC (each, an "Order" and together with the T&Cs, the "Agreement''). The Agreement, together with any documents incorporated herein by reference, constitutes the sole and entire agreement of the Parties, and supersedes all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. In the event of any conflict between these T&Cs and the Order, these T&Cs shall govern, unless the Order expressly states that the terms and conditions of the Order shall control. Neither the transactions contemplated hereby and/or the Agreement, nor any Order consummated between the Parties, are intended to constitute or create a joint venture, pooling arrangement, partnership, or formal business organization of any kind. The Parties shall act as independent contractors at all times and neither Party shall act as an agent for the other, and the employees of one Party shall not be deemed employees of the other Party. Buyer shall place an Order with NO,LLC in compliance with these T&Cs.
NO,LLC reserves the right, without notice to Buyer, to provide any Product through, or cause any of its obligations under these T&Cs to be performed by, any of its Affiliates. In such case, the work shall be treated as a separate agreement between the Buyer and Affiliate, governed by these T&Cs with the Affiliate taking the place of NO,LLC for all purposes herein. Buyer is to make payment directly to the Affiliate for such Orders. For the purposes of these T&Cs, "Affiliate" shall mean, with respect to a Party, any entity which owns or controls, is owned or controlled by, or is under common ownership or control with, such Party. In addition, NO,LLC may subcontract the Services provided to Buyer to a third party without Buyer's consent, provided that such subcontracting will not release NO,LLC from any of its obligations under the Agreement.
NO,LLC's acceptance of an Order is expressly conditioned upon Buyer's consent to these T&Cs. These T&Cs prevail over any other terms and conditions or other provisions contained in Buyer's documentation whether pre-printed or attached to any Order or any other documentation exchanged by the Parties. If these T&Cs are not acceptable to Buyer, Buyer must so notify NO,LLC prior to Order placement by specific written objection. Buyer's consent to these T&Cs will be conclusively established by Buyer's acceptance of a quote from NO,LLC, unless written objections are received prior to Order placement. No waiver, alteration or modification of these T&Cs shall be binding on NO,LLC unless in writing and signed by an Executive Officer of NO,LLC. The quantity, quality and description of the Equipment shall be as specified in an applicable Order and/or any applicable specification agreed to in writing by the Parties. Solely with respect to Services, NO,LLC's acceptance of an Order is also expressly subject to NO,LLC's inspection of the site where the Services will be performed and its suitability for the Services in NO,LLC's sole and absolute discretion.
QUOTATION DETAILS: All quotations reflect U.S. Dollars. All payments must be made in U.S. Dollars. If Buyer makes payment by check, the check must be drawn on a US bank. Payment shall not be deemed received by NO,LLC for any purpose hereunder, including NO,LLC's security interest in the Products, until such time as NO,LLC receives cleared available funds. The price for the Services and, if applicable, the Products, or the manner or method by which such prices shall be set or finally determined, shall be set forth in the Order. Buyer acknowledges that Product prices may fluctuate due to manufacturer costs, supply chain variances or Force Majeure Events (hereinafter defined). As such, NO,LLC reserves the right to adjust Services and/or Product prices accordingly and/or cancel Orders at any time. NO,LLC will make reasonable effort to provide Buyer timely notice of such changes. The right to refuse to accept any Orders for any reason is reserved by NO,LLC even if a previous quotation has been made.
TERMS AND METHODS OF PAYMENT: Payment shall be due and payable thirty (30) days from the date of invoice. Payment shall not be withheld on account of any claim by Buyer against NO,LLC. If Buyer disputes any portion of a NO,LLC invoice, Buyer shall pay the undisputed portion when due and NO,LLC and Buyer shall work to resolve the dispute within thirty (30) days. Nonpayment or delay in payment by Buyer shall be considered a breach of the Agreement.
Each Order, assuming due fulfillment thereof, shall be considered a separate and independent transaction and payment therefor shall be made accordingly. If services, installation and/or shipments (as applicable to a particular Order) are delayed by the Buyer, payments shall be due on the date when NO,LLC is prepared to perform (or cause a third party to perform). Products held for the Buyer shall be at the risk and expense of the Buyer. Products shipped as exchanges will be invoiced for full value until the exchange is complete and Product has been returned to NO,LLC in good and working condition, at which point a credit for the full value will be given to Buyer. If the financial condition of the Buyer at any time does not, in NO,LLC's sole and absolute discretion, justify continuance of performance or shipment on the terms of payment specified, NO,LLC may require full or partial payment from the Buyer in advance in NO,LLC's sole and absolute discretion. In the event of bankruptcy or insolvency of the Buyer, or in the event any proceedings are brought by or against the Buyer under any bankruptcy or insolvency laws, NO,LLC shall be entitled to cancel any Order then outstanding and shall receive reimbursement for any expenses incurred by it in connection with such cancellation and any applicable cancellation charges.
Buyer grants to NO,LLC a purchase money security interest in the Products, including any software provided hereunder, and to the proceeds thereof until the full price and all other liabilities due to NO,LLC are satisfied. Upon payment in full to NO,LLC, title to the Products shall pass to Buyer free of such security interest. Buyer hereby authorizes NO,LLC to take any and all steps it determines are necessary to cause its security interest to be maintained and perfected, including, without limitation, the filing of any financing statements, and any amendments and/or renewals thereof. Any invoiced amount which is not paid in accordance with these T&Cs shall be considered overdue. Buyer shall not deduct from any invoice any amounts, except such amounts as are set forth in any written credit memorandum (or equivalent) issued by NO,LLC to Buyer prior to the due date of the outstanding invoice. Upon any default or breach by Buyer hereunder and to the extent applicable, NO,LLC shall have all of the rights and remedies of a secured party under the Uniform Commercial Code or other applicable law, which rights shall be cumulative. NO,LLC shall have the right to enter Buyer's premises and repossess and remove any Products if full payment has not been timely received by NO,LLC.
Buyer shall not and acknowledges that it will have no right, under these T&Cs or any other agreement, document, or law to withhold, offset or debit any amounts owed or due to NO,LLC or any of its Affiliates, whether under these T&Cs or any other agreement between the Parties against any other amount owed or due to NO,LLC or any of its Affiliates under any other document or agreement between NO,LLC and/or any of its Affiliates, on the one hand, and Buyer and/or any of its Affiliates, on the other.
STANDARD TERMS WITHOUT CREDIT: If Buyer has not established preliminary credit with NO,LLC, prepayment of full amount under the Agreement is required, unless such requirement is waived by NO,LLC in its sole and absolute discretion.
STANDARD TERMS WITH CREDIT:
A. Up to $20,000.00 - Net within thirty (30) days after date of invoice submitted by NO,LLC.
B. Over $20,000.00 require the below milestone payments: 30% down once an Order is accepted by NO,LLC 35% once materials shipped for Buyer's use 35% within thirty (30) days of the earlier of invoice or completion of installation, if applicable.
NON-STANDARD CREDIT TERMS: Negotiable prior to Order acceptance.
NON-STANDARD PAYMENT TERMS:
A. Cash
B. Credit card payments by customers with credit terms with NO,LLC
Non-standard payment terms may be subject to convenience fees, in NO,LLC's sole and absolute discretion.
LATE FEES: Without prejudice to any other rights or remedies of NO,LLC, if payment is outstanding after a seven (7) day grace period, 1.5% of the total past due amount will be added to the balance.
TAXES: The prices stated in any quote or Order may not include any provision for sales, use, excise, or similar taxes. The amount of any and all such present or future taxes or other government charges applicable to the Services and, if applicable, the Products will be added by NO,LLC to the sales price and shall be paid by the Buyer, unless Buyer provides NO,LLC with a tax-exemption certificate acceptable to the taxing authority. If NO,LLC is required to pay or bear the burden of any excluded tax, the prices set forth herein shall be increased by the amount of such tax and any interest or penalty assessed, and Buyer shall pay to NO,LLC the full payment of any such increase no later than ten (10) days after receipt of invoiced charges.
DELIVERY: Unless otherwise specifically stated in an agreement between the Parties, delivery of all Products shall be FOB NO,LLC's shipping facility or at NO,LLC's option, FOB point of manufacture. Ground shipment charges through carrier chosen by NO,LLC, unless carrier agreed upon by Buyer and NO,LLC, will be prepaid and added to invoice. Title and risk of loss or damage shall pass to Buyer upon NO,LLC's delivery of the goods to a common carrier or other delivery agency for shipment to Buyer. NO,LLC assumes no liability in connection with shipment nor shall the carrier in any way be construed to be an agent of NO,LLC. NO,LLC shall not be liable for any damages or penalty for delay caused by transportation or failure to give notice of such delay. The Equipment shall be marked in accordance with the Buyer's instructions and any applicable regulations or requirements of the carrier, if applicable, and properly packed and secured so as to reach their destination in an undamaged condition in the ordinary course. The Equipment shall be delivered to the delivery address stated in the order on the date or within the period stated in the order, in either case during the Buyer's usual business hours. If NO,LLC is unable to make deliveries as specified by Buyer, NO,LLC shall notify Buyer immediately. Insurance is not included in the price unless requested by Buyer at the time of order placement. It shall be the responsibility of the Buyer to file claims with the carrier for loss or damage to goods while in transit.
INSPECTION: NO,LLC shall take any steps necessary to comply with any reasonable request by the Buyer to inspect or test the Products prior to installation. If as a result of inspection or testing the Buyer is not satisfied that such Products will perform as anticipated per the written guidelines of the applicable manufacturer of a particular Product (each, a "Manufacturer"), and if the Buyer so informs NO,LLC within seven (7) days of inspection or testing, NO,LLC shall take commercially reasonable steps as are necessary to ensure compliance. Failure to so inform NO,LLC within such seven (7)-day period shall constitute Buyer's irrevocable waiver of its rights under this Section.
LIMITED WARRANTY:
A. MANUFACTURER'S WARRANTIES. Manufacturers of the Products provide warranties, including, a software warranty and a license warranty, of varying periods and coverage ( collectively, "Manufacturer Warranties''). Written copies of Manufacturer Warranties are available upon request. Buyer acknowledges and agrees that NO,LLC shall have no obligation whatsoever in respect of Manufacturer Warranties and makes no warranty with respect to any goods or supplies supplied by any third party.
B. LIMITED SERVICES WARRANTY. NO,LLC warrants to Buyer that it shall perform the Services using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and shall devote adequate resources to meet its obligations under the Agreement ['Limited Services Warranty''). The Limited Services Warranty shall survive for a period of twelve (12) months following the date Services commences (the "Warranty Period''). The Limited Services Warranty is not assignable or transferrable to any third party (including any Affiliate of Buyer).
C. WARRANTY DISCLAIMER. EXCEPT FOR THE LIMITED SERVICES WARRANTY, NO,LLC MAKES NO EXPRESSED or implied WARRANTY WHATSOEVER WITH RESPECT TO SERVICES AND/OR ANY PRODUCT, INCLUDING ANY (A) WARRANTY OF MERCHANTABILITY; (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (C) WARRANTY OF TITLE; (D) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; OR (E) OTHER WARRANTY WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.
WARRANYY CONDITIONS. NO,LLC shall not be liable for a breach of the Limited Services Warranty unless: (A) Buyer gives written notice of breach thereof, reasonably described, to NO,LLC within twenty (20) days of the time when Buyer discovers or ought to have discovered the breach and such notice is given during the Warranty Period and (B) NO,LLC reasonably verifies Buyer's claim that the Services was defective. NO,LLC shall not be liable for a breach of the Limited Services Warranty if (i) Buyer makes any further use of such Products after giving such notice; (ii) the defect arises because Buyer failed to follow NO,LLC's oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Products; or (iii) Buyer alters or repairs such Products without the prior written consent of NO,LLC.
A. EXCLUSIVE REMEDIES. Subject to Buyer's compliance with the paragraph titled "Warranty Conditions" above, Buyer's sole and exclusive remedy for breach of the Limited Services Warranty shall be, in NO,LLC's sole discretion, (i) to repair or re-perform the applicable Services or (ii) to credit or refund the price of such Services at the pro rata contract rate. SUCH REMEDY SHALL BE THE BUYER'S SOLE AND EXCLUSIVE REMEDY AND NO,LLC'S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED SERVICES WARRANTY.
SHORTAGES AND DEFECTS OF PRODUCTS: Buyer will be deemed to have accepted the Products upon shipment unless NO,LLC is notified in writing of the rejection of any unit of the Product. Any claim of shortages or defects must be made within three (3) days of delivery to Buyer. Claims must be provided to NO,LLC in writing and must detail for NO,LLC the specific reason(s) for rejection. Buyer shall afford NO,LLC prompt and reasonable opportunity to inspect all Products against which any claim is made. Buyer shall not return any Equipment to NO,LLC without prior authorization. After NO,LLC has reviewed the rejection notice and authorized the return, Buyer will return the unit to NO,LLC ( or NO,LLC's designee) in the same condition as when it was received. All returns must be in the original container and packaging along with all accessories and instructions included must be shipped freight prepaid. Notwithstanding the foregoing, (a) in the event NO,LLC reasonably determines that the basis for rejection relates to a matter covered by a Manufacturer Warranty, NO,LLC shall have no liability under this Section other than to inform Buyer of such determination.
FORCE MAJEURE: NO,LLC shall not be responsible for any failure to perform due to causes beyond its reasonable control, such as, but not limited to, acts of God, flood, fire, earthquake, explosion, acts of the Buyer, acts of civil or military authority, war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, embargoes or blockades, national or regional emergency, judicial action, pandemic, epidemic, default of subcontractors or vendors, labor disputes, accident, failure or delays on transportation, and inability to obtain necessary power, labor or materials (each, a "Force Majeure Event''). In the event of any delay due to such causes, or other difficulties, (whether or not similar in nature to any of those specified) the date of delivery shall be extended in writing for a period equal to the time lost.
CANCELLATION: Special order items are not cancelable due to restrictions in third party vendor terms and conditions. Orders of (i) Products regularly stocked by NO,LLC and (ii) Services may be cancelled, subject to the following terms. If Buyer provides written notice of cancellation prior to shipment of Products or commencement of the Services (whichever occurs first), the Order may be cancelled without charge. If Buyer provides written notice of cancellation once shipment of Products has occurred or Services have commenced, but prior to delivery and installation (with respect to Products) or completion (with respect to Services), Equipment may be returned at Buyer's expense and may be subject to restocking charges and Buyer will be charged and agrees to pay for all Services ( or portion thereof) rendered to Buyer. Programmed Equipment may be returned at NO,LLC's discretion and will be subject to a reprogramming fee. Orders may not be cancelled once Products are delivered and installed. Orders may not be cancelled, and Buyer will be charged for and agrees to pay for all Equipment actually delivered or Services rendered, upon the earlier of (x) the completion of the Services and (y) the delivery and installation of the Products.
ASSIGNMENT: The Buyer shall not assign in whole or in part these T&Cs or any interest therein or any rights hereunder without the written consent of NO,LLC, which shall not be unreasonably withheld or delayed. Any such assignment without consent shall be void. Notwithstanding the foregoing, NO,LLC may assign these T&Cs or any other agreement between the Parties, without consent in whole or in part, for the purposes of corporate reconstruction, reorganization, or analogous proceeding, or to (a) any Affiliate; or (b) a third party in the event of a merger, recapitalization, conversion, consolidation, other business combination or sale of all or substantially all of the assets of NO,LLC to such third party.
TERMINATION FOR DEFAULT: In the event that a Party (the "Breaching Party'') is in breach of a material provision of the Agreement, the other Party (the "Non-Breaching Party") shall submit a written cure notice to the Breaching Party advising of such breach. Except in the case of amounts due to NO,LLC from Buyer, which shall be paid immediately upon Buyer's receipt of the notice, the Breaching Party shall have thirty (30) days from receipt of such notice to cure the breach. If the Breaching Party does not cure the breach within the thirty (30) day cure period, the Non-Breaching Party may terminate the Order.
SEVERABIUTY: If any provision or part-provision of these T&Cs is or becomes invalid, illegal, or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these T&Cs.
DISPUTES: NO,LLC and Buyer shall attempt in good faith to resolve any dispute, controversy, or claim arising under or relating to an Order or these T&Cs by negotiation between the representatives of each Party who have the authority to settle the dispute. If the Parties are unable to resolve such dispute, either Party may refer the dispute to arbitration. The arbitration shall be conducted in English and in accordance with the Commercial Rules of the American Arbitration Association, which shall administer the arbitration and act as appointing authority. The arbitration, including the rendering of the decision and/or award, shall be exclusive in Hillsborough County Florida, United States of America, and shall be the exclusive forum for resolving the dispute, controversy, or claim. The arbitrator shall make the final determination as to any discovery disputes between the Parties. Examination of witnesses by the Parties and by the arbitrator shall be permitted. A written transcript of the hearing shall be made and furnished to the Parties. The cost of this transcript shall be borne equally by the Parties. The award or decision of the arbitrator shall state the reasons upon which the award or decision is based and shall be final and binding upon the Parties. The prevailing Party shall be entitled to compensation for the expense of the arbitration, including, but not limited to, the award of attorneys' fees, at the discretion of the arbitrator. The award shall be enforceable before any court of competent jurisdiction upon the application to such court by either Party. Each Party irrevocably and unconditionally waives any right to a trial by jury in respect to any legal action arising from these T&Cs or any other agreement between the Parties.
GENERAL: Both Parties will comply with all applicable federal, state and local laws. These T&Cs shall be governed by the laws of the State of Florida, without regard for conflict of laws provisions thereof. If any term or provision of these T&Cs shall to any extent be held by a court or other tribunal to be invalid, void or unenforceable, then that term or provision shall be inoperative and void insofar as it is in conflict with the law, but the remaining terms and provisions shall nevertheless continue in full force and effect and the rights and obligations of the Parties shall be construed and enforced as if these T&Cs did not contain the particular term or provision held to be invalid, void or unenforceable. The failure of NO,LLC to insist, in any one or more instances, upon the performance of any such term, covenant or conditions of these T&Cs or to exercise any right herein, shall not be construed as a waiver or relinquishment of the future performance of any such term, covenant or condition or the future exercise of such right, but the obligation of the Buyer with respect to such future performance shall continue in full force and effect.
GOVERNMENT CONTRACTS: In the event that the Buyer's customer is the United States Government, the Services and, if applicable, Products are purchased as Commercial Services or Commercial Products, respectively, under the Federal Acquisition Regulation ("FAR''), and NO,LLC will agree to comply with, if applicable, FAR 52.212-5 (Contract Terms and Conditions Required to Implement Statutes or Executive Order-Commercial Products and Commercial Services). Any other Government flow downs shall be negotiated by the Parties and agreed upon between the Parties in writing prior to acceptance of an Order by NO,LLC.
FCC AND OTHER GOVERNMENT MATTERS: Although NO,LLC may assist in the preparation of FCC License Applications as a courtesy, Buyer is solely responsible for obtaining any licenses dictated under the FCC's rules and regulations or required by any other Federal, State or Local government agency. Neither NO,LLC nor any of its employees is an agent of the Buyer in FCC or other governmental matters. If NO, LLC facilitates FCC License on behalf of the customer we guarantee completion within 10 business days.
LIMITATIONS:
A. LIMITATIONS OF NO,LLC LIABILITY. IN NO EVENT SHALL NO,LLC BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY MATTER ARISING OUT OF OR RELATED TO THESE T&Cs IN RESPECT OF ANY LOSS OF USE, REVENUE OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, 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 NO,LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
B. MAXIMUM LIABILITY. IN NO EVENT SHALL NO,LLC'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE T&Cs, WHETHER ARISING OUT OF OR RELATED TO BREACH OFCONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE PURCHASE PRICE OF THE PARTICULAR PRODUCTS SOLD AND/OR SERVICES RENDERED HEREUNDER WITH RESPECT TO WHICH LOSSES OR DAMAGES ARE CLAIMED.
C. EXCLUSIONS. Notwithstanding the foregoing, the limitations of NO,LLC's liability set forth herein shall not apply to (i) liability resulting from NO,LLC's willful misconduct and (ii) death or bodily injury resulting exclusively from NO,LLC's acts or omissions.
D. INSURANCE: It is further understood that NO,LLC is not an insurer, and that Buyer shall obtain and maintain all necessary and appropriate policies of insurance in respect of its obligations under these T&Cs. NO,LLC does not represent or warrant, and NO,LLC hereby expressly disclaims any responsibility for, that Products will avert or prevent occurrences, or the consequences therefrom, which are monitored, detected, or controlled with the use of the Equipment sold herein.
E. NO REPRESENTATIONS. NO,LLC's representatives are only authorized to fill in the blanks on any agreement, sales order or quote form governed by these T&Cs. The issuance of information, advice, approvals, instructions or cost projections by NO,LLC sales or service personnel or other representatives shall be deemed expressions of personal opinion only and shall not affect NO,LLC and Buyer's rights and obligations hereunder, unless that same is in writing and signed by an officer of NO,LLC with the explicit statement that it constitutes an amendment to this Agreement.
INDEMNIFICATION: Each Party (the "Indemnifying Party'') agrees to indemnify, defend, and hold harmless the other Party, its officers, directors, and employees (the "Indemnified Party'') from and against any and all liabilities, losses, damages, expenses, liens, claims, demands, actions, judgments, settlements, interest, awards, penalties, fines costs and expenses, including, without limitation, reasonable attorneys' fees, costs of collection, costs of recovering insurance, and costs of enforcing this indemnification provision ("Claims") for death, personal injury, or property damage arising out of any negligent act or omission of the Indemnifying Party in the performance of an Order, except to the extent such Claims are contributed to by (i) the negligence or willful misconduct of the Indemnified Party or (ii) the negligence or willful misconduct of any third parties. Buyer agrees to indemnify, defend, and hold harmless NO,LLC, its officers, directors, and employees for any and all claims, including claims asserted by third parties, related to any Equipment or Services performed in whole or in part by NO,LLC. The Indemnified Party agrees to (i) notify the Indemnifying Party in writing of any Claims as soon as reasonably practicable; (ii) allow the Indemnifying Party to control the defense of any such Claim and related settlement negotiations; and (iii) reasonably cooperate with the Indemnifying Party in any defense actions.
PATENT, COPYRIGHT AND TRADEMARKS:
A. COPYRIGHT AND MASK WORKS: Laws in the United States and other countries preserve for manufacturers certain exclusive rights, in the manufacturer's software incorporated into any Product ("Manufacturer's Software'') or included in Services, mask works and other works of authorship furnished hereunder, including, without limitation, the exclusive rights to prepare work derived from same, reproduce copies in same and distribute copies of same. Such Manufacturer's Software, mask works and other works of authorship may be used in, and redistributed with, only the equipment which incorporates the same. No other use, including without limitation, the reproduction, modification, or disassembly of such Manufacturer's Software, mask works and other works of authorship or exclusive rights in same is permitted.
B. REVERSE ENGINEERING: Buyer acknowledges manufacturer's claim that the Manufacturer's Software and Equipment furnished hereunder contain valuable trade secrets of manufacturer and therefore agrees that it will not translate, reverse engineer, decompile, or disassemble, or make any other unauthorized use of such manufacturer's software and equipment. Since unauthorized use of such Manufacturer's Software and equipment will greatly diminish the value of such trade secrets.
C. LOGOS AND TRADEMARKS: Buyer shall not have a right to use any trademarks, names, slogans, or designations of NO,LLC or any manufacturer of products incorporated into or included in any Products and/Services.