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Terms and Conditions Store

Version 20240321

This document sets out the terms and conditions for using the website cuvex.io (cuvex.io and its subdomains, including but not limited to store.cuvex.io, hereinafter referred to as the “E-commerce Store”), operated by SEMILLA3 LLC, EIN: 35-2834903, address, 2093 Philadelphia Pike #7574, Claymont, DE 19703, New Castle County, Delaware  (USA) ( “Cuvex”). 

By using the E-commerce Store, you confirm and agree to be bound by the terms and conditions set out herein (the “Terms”). We operate the mobile application to update the firmware for the Cuvex Device (the “Cuvex App”), as well as any other related products and services that refer or link to these legal terms (the “Services”).

IF YOU DO NOT AGREE TO THESE TERMS YOU MAY NOT USE THE E-COMMERCE STORE.

1. USE OF THE WEBSITE

The E-commerce Store is intended for use by individuals interested in learning about, purchasing, and using the cold wallet for private data storage as well as accessories such as NFC Cards (the “Cuvex Device”) offered by Cuvex.

2. INTELLECTUAL PROPERTY

Cuvex owns all intellectual property rights to the intellectual property displayed on the E-commerce Store, including any software, source code, design, database, specifications, manuals, domains, trademarks and trade names. You are not entitled to the trademarks under these Terms and may not indicate that you are a licensee or owner of the trademarks.

You may not use Cuvex’s intellectual property rights for your own business or allow Cuvex’s intellectual property rights to be accessed by any third party for use in the third party’s business, including any commercial or manufacturing activities.

The E-commerce Store may contain links or links to third party websites. Cuvex has no control over such third party websites, nor does it control or monitor the content of the websites linked to by Cuvex. Cuvex is not responsible for the accuracy, reliability or data security of third party websites.

3. PURCHASE OF GOODS

The sales terms apply to purchasing goods from the E-commerce Store. 

Information and prices of goods is provided in the E-commerce Store next to the goods. A fee for delivery of the goods is added to the price. The fee for delivery depends on the delivery location and the delivery method. The delivery fee is displayed to you when the order is placed. 

To place an order, you are required to use the store section of the E-commerce Store for cart and checkout. A placed order is considered a binding offer to enter into a contract. Contracts entered into and other agreements do not become binding until accepted in writing (e.g. email) with an order confirmation.

Please note that the final product delivered might have minor variations from the product images displayed on the E-commerce Store. Such variations will not be considered defects or non-conformities.

3.1.  Placing an order

To order goods, the requested goods have to be added to the shopping cart. To finalise the order, the required data fields have to be filled in and a suitable means of delivery has to be chosen. The total price is then displayed on the screen, which can be paid via a bank link or using another payment solution. The contract enters into force after the amount subject to payment has been credited to the bank account of Cuvex.

 

If it is not possible to deliver the ordered goods due to lack of stock or another reason not stated herein, you will be notified as soon as possible and the cost paid (including delivery fees) will be refunded usually within 1-2 working days. Depending on the method of payment, the refund may take up to seven working days.

3.2. Delivery

Goods are delivered to all UN recognized countries, except countries that are subject to an embargo, or that have been designated as 'terrorist supporting' countries or that are listed on USA / EU / UN list of prohibited or restricted parties.

 

The delivery cost of the goods is borne by you and the respective price information is displayed next to the delivery method.

 

In Europe, parcels will normally arrive at the location specified by you within 3-7 working days of entry into force of the sales contract. Outside USA, goods are usually delivered within 5-7 calendar days. In exceptional cases, the goods may be delivered within a time frame of up to 30 calendar days.

4. PRE-ORDER

4.1.  Definition of pre-order

A "Pre-order" refers to an order placed for an item that is not yet available for sale. The details and expected availability of the item will be mentioned in the respective listing on the E-commerce Store.

4.2.  Delivery schedule

If you choose the "Pre-order" delivery option, the anticipated delivery time will be as indicated on the respective listing at the time of your purchase. Please note that these are estimated delivery times and are subject to change due to unforeseen circumstances.

4.3.  Payment

By placing a pre-order, you are agreeing to pay for the item in advance. The payment will be charged at the time of placing the order.

4.4. No cancellations

Once a pre-order is placed, it cannot be cancelled until the product is delivered to the customer. Please be certain of your purchase before placing a pre-order, as you will be committed to the purchase once the order is confirmed.

4.5.  Updates on Pre-order Status

We will make every effort to keep you informed of any updates or changes to your pre-order status. This includes any changes to the estimated delivery date.

4.6.  No Liability for Delays

The E-commerce Store shall not be held liable for any delays in the shipment of pre-ordered items, unless caused by intent or gross negligence. While we strive to deliver the products within the estimated timeframe, there might be instances of delays due to manufacturing setbacks or other unforeseen circumstances.

4.7.  Agreement to Terms

By placing a pre-order, you agree to abide by the terms and conditions set forth in this chapter, acknowledging the potential for delays and minor variations in the final product.

5. WITHDRAWING

5.1.  Right of Withdrawal

After receiving the order, you have the right to withdraw from the contract entered into with the E-commerce Store within 30 days. You cannot withdraw from the order between the time of ordering and receiving the order. You cannot withdraw after 30 days of receiving the order, unless for extraordinary causes.

 

The right of withdrawal does not apply if you are a legal person.

 

To exercise the 30-day right of withdrawal, you may not use the ordered goods in any other way than is necessary in order to examine the nature, properties and functioning of the goods in the same way you would be allowed to test the goods in a physical shop.

 

If the goods have been used in any other way than is necessary for the nature, characteristics or functionality of the goods or they have wear marks, Cuvex has the right to reduce the refundable amount in accordance with the decrease in value of the goods. Without limiting the above, Cuvex shall not refund you any amount of the Cuvex Device purchase price if the tamper-proof sticker on the Cuvex Device packaging is broken. 

 

In order to return the goods, you have to submit a withdrawal application form that can be accessed on the E-commerce Store and send it via e-mail no later than 30 days of receiving the goods. The costs of returning the goods will be borne by you, unless the reason for return is the fact that the item being returned does not correspond to what was ordered (e.g. an incorrect or defective item). You have to return the goods within 30 days of submitting the application to do so or provide proof that the goods have been handed over to the carrier within that period.

 

Having received the returned goods, Cuvex refunds you any amounts received from you on the basis of the contract immediately but no later than within 30 days of receiving the application for withdrawal (except for the case when the tamper-proof sticker on the Cuvex Device packaging is broken, in which case the refundable amount is reduced to zero).

 

Cuvex may refuse to process the refund until it receives the item that is the object of the contract or until you submit proof that the item has been sent back, whichever happens first.

 

If you have explicitly chosen a method of delivery different from the most inexpensive normal method of delivery offered by the E-commerce Store, Cuvex is not required to refund to the consumer the amount exceeding the cost of normal delivery.

 

Cuvex has the right to withdraw from the sales transaction and request that the goods be returned by you if the marked price of the goods in the E-commerce Store is significantly lower than the market price of the goods due to an error.

5.2. Right to file a complaint

Cuvex is liable for the non-compliance of the goods sold to you with the terms and conditions of the contract or for the defects which existed at the time of delivery of the item and which become evident within up to two years of the delivery of the goods to you. Within the first year after the item was delivered to you, it is presumed that the defect already existed at the time of delivery. It is the responsibility of Cuvex to disprove this.

In the event of a defect, you have the right to contact Cuvex no later than within 30 days by sending an e-mail to team@cuvex.io. Cuvex is not liable:

​-  for defects that have occurred due to the consumer’s action or inaction (incorrect use, an accident, etc.) after the goods were delivered

-  in the case of normal wear and tear caused by normal use of the item

-  if applicable, the tamper-proof sticker is broken (but was intact at the time of shipping).

 

If the goods purchased in the E-commerce Store have defects for which Cuvex is liable, Cuvex will repair or replace the defective goods. If the goods cannot be repaired or replaced, Cuvex will refund all fees incurred under the sales contract to the buyer (except for when the fee is reduced to zero). Cuvex responds to the consumer’s complaint within 15 days in writing or in a format that can be reproduced in writing.

 

In adherence to the regulations set forth by the European Union, we hereby inform all consumers residing within the EU that they have the option to use the European Consumer Portal for resolving disputes arising from online purchases made on this E-commerce Store.

5.3. Online Dispute Resolution (ODR) Platform

The National Center for State Courts Portal hosts the Online Dispute Resolution (ODR) platform, a web-based platform that facilitates the resolution of disputes between consumers and traders without going to court. It allows consumers to submit their complaints online and to find a neutral third party ("ADR entity") to handle the dispute.

 

To initiate the dispute resolution process through the ODR platform, consumers should visit the official website at https://www.ncsc.org/odr/guidance-and-tools and follow the procedure outlined therein to file a complaint against our E-commerce Store.

6. WARRANTY PERIOD

6.1.  Applicable period

In accordance with applicable United States of America consumer protection laws, we offer a two-year warranty period from the date of receipt of the product. During this period, consumers are entitled to request a remedy in case of non-conformity or defects in the purchased product.

6.2.  Reporting of Defects

Consumers are encouraged to report any defects or non-conformities in the product as soon as they are discovered. To facilitate this, we request consumers to provide a detailed description of the observed defect along with supporting documents or photographs where possible.

6.3.  Remedies Available to Consumers

In case of a defective or non-conforming product, consumers have the right to request one of the following remedies, at no additional cost: 

Repair: The product will be repaired to conform to the agreed specifications

Replacement: If a repair is not possible or deemed disproportionate, a replacement product will be provided.

Price Reduction: If both repair and replacement are not possible or deemed disproportionate, the consumer may request a suitable price reduction.

Contract Rescission: In cases where the defect is significant and none of the above remedies can be exercised, the consumer has the right to rescind the contract and receive a full refund.

6.4. Limitations

The two-year liability period does not apply in cases where:

 

The defect arises due to misuse, neglect, or failure to follow the product's maintenance and care instructions.

 

The consumer was aware of the defect at the time of purchase.

 

The defect arises from normal wear and tear.

6.5. Contact and Claim Procedure

To initiate a claim under this liability clause, consumers should contact our customer service department via the designated channels available on the E-commerce Store's website. We are committed to addressing such claims promptly and working with the consumer to find an amicable solution.

6.6.  Preservation of Consumer Rights

This clause does not affect any other statutory rights that the consumer may have under applicable national laws. Consumers are entitled to seek remedies under such rights in addition to, or instead of, the remedies outlined in this clause.

7. PERSONAL DATA

The collection, use, and storage of your personal data are governed by our Privacy Statement, which is incorporated by reference into these Terms.

8. LIABILITY

THE MATERIALS, TOOLS AND INFORMATION PROVIDED ON THIS E-COMMERCE STORE ARE PROVIDED ON AN “AS IS” BASIS AND, OTHER THAN EXPRESSLY SET OUT IN THE TERMS, WITHOUT WARRANTIES OF ANY KIND. WE DO NOT WARRANT THAT MATERIALS, TOOLS AND INFORMATION WILL BE ERROR-FREE AND UNINTERRUPTED NOR DO WE WARRANT OR REPRESENT THAT ANY SPECIFICATIONS OF GOODS OR SERVICES ARE INDICATED CORRECTLY; ACCURACTELY OR ARE OTHERWISE REPRESENTATIVE OF THE FINAL OFFERING.

UNLESS EXPLICITLY STATED OTHERWISE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CUVEX, ITS MANAGERS, EMPLOYEES, PARTNERS AND AGENTS, ARE NOT LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF E-COMMERCE STORE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CUVEX, ITS MANAGERS, EMPLOYEES, AFFILIATES, SUPPLIERS AND PARTNERS WILL NOT BE LIABLE (WHETHER IN RELATION TO THESE TERMS OR OTHERWISE IN RELATION TO THE OFFERING OF CUVEX) IN EXCESS OF THE AMOUNT PAID BY YOU TO CUVEX FOR THE GOODS OR SERVICES. 

Cuvex assumes no liability for non-operability or impaired accessibility to the E-commerce Store due to, but without limitation to, technical difficulties or dependence on the services of the third parties.

Some jurisdictions do not allow exclusion of implied warranties or limitation of liability for incidental or consequential damages, so in such jurisdictions the above limitations or exclusions may not apply. In such case, Cuvex’s liability and that of its affiliates, suppliers and partners will be limited to the greatest extent permitted by law. 

9. INDEMNIFICATION

You agree to defend, indemnify and hold harmless Cuvex, its managers, employees, affiliates, suppliers and partners 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 or your use of the E-commerce Store, including, but not limited to, any use of the E-commerce Store’s materials, tools and information, Cuvex’s goods and services other than as expressly authorized in these Terms or your use of any information obtained from the E-commerce Store.

10. SUBMISSIONS

Except for personal information provided per the Privacy Statement, any information, material or communication, including but not limited to feedback, questions, comments, suggestions, ideas, graphics or computer files of any type, submitted to Cuvex is considered non-confidential and non-proprietary. Cuvex is free to use, copy, modify, adapt, publish, translate, distribute and/or incorporate such into other works for any and all purposes, commercial or non-commercial.

11. TERM AND TERMINATION

These Terms may be modified or terminated by Cuvex without notice at any time and for any reason.

12. NO WAIVER

Our failure to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision.

13. APPLICABLE LAW

These Terms shall be governed and construed in accordance with the laws of United States of America, without regard to any choice of laws or conflicts of law provisions. You agree that any lawsuit arising from or related to Services shall be brought exclusively to courts located in Delaware, and you consent to the exclusive jurisdiction of such courts. If you are a consumer under the applicable law, the above mentioned jurisdiction applies only in the case we cannot ascertain your location of residence at the time of submitting a claim. Under all other circumstances, jurisdiction for consumers shall be governed by the applicable international laws.

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