Terms and Conditions of Sale

  1. SCOPE. These Terms and Conditions of Sale, along with the terms and conditions applicable to the use of the specific good and/or the    provision of the applicable service purchased, referred to herein as the BlackBerry Solution, (this “Agreement”) shall apply to all orders    accepted by BlackBerry for the BlackBerry Solution unless expressly modified by BlackBerry and the purchaser (the “Customer”) in a written    agreement signed by BlackBerry and the Customer (each a “Party” and together the “Parties”). The terms and conditionsapplicable to the use of the specific good and/or the provision of the applicable service purchased can be viewed at www.blackberry.com/legal. BlackBerry may offer for sale third party goods and services which, for the    purposes of these Terms and Conditions of Sale only, shall be considered part of the BlackBerry Solution. BlackBerry is defined as the specific BlackBerry entity with which your order is placed.    

  2. TAXES AND FEES. Customer shall be responsible for and shall pay all taxes due under or in relation to this Agreement, including, but    not limited to, withholding taxes, charges, duties, levies or other applicable amounts (“Taxes”). Amounts payable by Customer to    BlackBerry or an authorized reseller of the BlackBerry Solution, as applicable, under this Agreement are exclusive of any Taxes. If Customer is required to    withhold any amounts (including, without limitation, Taxes) from payments (“Withholdings”), then the amount payable by Customer shall be    increased by the amounts of such Withholdings. Customer shall promptly furnish BlackBerry with all official receipts evidencing payment of Taxes due under    or in relation to this Agreement.    

  3. PAYMENT AND INVOICING.    
    a. Payment. Unless otherwise agreed by BlackBerry, all payments must be made in the currency used by the BlackBerry entity with which    Customer has placed its Order and in advance, or if approved by Blackberry, within net thirty (30) days from the date of the invoice. Any sum not paid by    Customer when due will bear interest from the due date until paid at a rate of: (i) ten percent (10%) per annum; or (ii) the maximum rate permitted by law, whichever is less.  
    b. Invoicing. Customer may not withhold payment of any invoice on the basis of any dispute, including dissatisfaction with the BlackBerry Solution, other than on the basis of a clear error on the face of the invoice including, for example, a calculation error or a quantity error. Payment by Customer shall not preclude Customer from questioning any charges that Customer believes to be improper or incorrect, within a reasonable period of time.   

  4. LIMITED WARRANTY. BlackBerry’s warranty obligations are as stated in the applicable goods and services terms and conditions and    BlackBerry expressly disclaims all other warranties, express or implied. For example, BlackBerry’s warranty relating to BlackBerry Software is as described    in the BlackBerry Solution License Agreement which can be viewed at www.blackberry.com/legal. Any modifications to BlackBerry’s warranty obligations unique to Customer’s purchase will be stated by BlackBerry in the applicable sales transaction documents.   

  5. NO RETURNS. Unless otherwise provided specifically in the applicable goods or service terms, no returns shall be accepted or refunds    provided.

  6. INTELLECTUAL PROPERTY RIGHTS. All software and firmware of any kind and all manuals and documentation (collectively, “BlackBerry Software”) are proprietary to BlackBerry (or its suppliers) and are protected by intellectual property laws. As between the    Parties, Customer agrees that BlackBerry retains all right, title and interest in all aspects of the BlackBerry Solution. Customer and its affiliates and    sub-contractors agree not to reverse engineer any aspect of the BlackBerry Solution supplied under or in relation to this Agreement. Customer’s only rights    with respect to any BlackBerry Software shall be as provided under the terms of the BlackBerry Solution License Agreement.

  7. APPLICABLE LAW AND JURISDICTION. This Agreement will be governed and construed by the applicable laws described below and each party irrevocably waives any objection on the grounds of    venue, forum non-conveniens or any similar grounds and irrevocably consents to service of process by mail or in any other manner permitted by applicable    law and consents to the jurisdiction of the courts as follows: (a) where Customer is in Canada, or any other destinations not described in the following sub-parts (b), (c) and (d), the laws of the Province of Ontario, Canada and the courts of Toronto, Ontario, Canada; (b) where Customer is in the United States or U.S. territories, the laws of the State of New York, United States and the courts of New York City; (c) where Customer is in the UK, European    Union, Middle East or Africa region, the laws of England and Wales and the courts of England and Wales; and, (d) where Customer is in the Asia-Pacific    region, the laws of the Republic of Singapore and the courts of Singapore.    IN ADDITION, THE PARTIES FURTHER WAIVE ANY RIGHT TO A TRIAL BY JURY WITH RESPECT TO ANY LAWSUIT OR JUDICIAL PROCEEDING ARISING OR RELATING TO THIS    AGREEMENT. THE PARTIES DISCLAIM THE APPLICATION OF THE UN CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS WITH REGARD TO THE INTERPRETATION OR    ENFORCEMENT OF THIS AGREEMENT.   

  8. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BLACKBERRY SHALL NOT BE LIABLE FOR: (I) ANY CLAIMS RELATED    TO THIRD PARTY GOODS OR SERVICES; OR, (II) ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF DATA, LOSS OF PROFITS OR REVENUE.    FURTHER, THE AGGREGATE LIABILITY OF BLACKBERRY, INCLUDING ITS AFFILIATES WILL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER IN THE LAST TWELVE MONTHS.

  9. PRIVACY POLICY. Personal information that is collected, used, processed, transferred, stored and disclosed (collectively, “Processed”) by BlackBerry and its service providers will be treated in accordance with BlackBerry’s Privacy Policy (which is incorporated by reference into this Agreement and can be viewed at www.blackberry.com/legal). Customer’s, and/or its affiliates’, and/or its authorized users’ installation and/or use of the BlackBerry Solution, may result in the Processing of personal information, as defined under applicable law, about Customer, its affiliates and/or authorized users (together, “Users”) by BlackBerry and its service providers, Customer’s network service providers and third parties with goods or services used with the BlackBerry Solution. Customer (on its behalf and on behalf of its affiliates and authorized users) consents to such Processing of personal information, including the transfer of such personal information outside of the Users’ jurisdiction, whether the initial collection of such personal information was: (a) from itself, from its affiliates and/or from the its authorized users directly; or (b) from network service providers or third parties with goods or services used with the BlackBerry Solution. Further, Customer represents and warrants (on its behalf and on behalf of its affiliates and authorized users) that it has obtained (or its affiliate has obtained)    all necessary consents to such Processing, including collection of each User’s personal information as required for the use of the BlackBerry Solution,    goods or services used with the BlackBerry Solution and as contemplated in this Agreement.   

  10. ENTIRE AGREEMENT. This Agreement together with the agreements specific to the BlackBerry Solution ordered contain the entire agreement    between the parties with respect to the subject matter hereof and supersede any and all prior oral or written agreements or representations. In absence of    an express acceptance of these terms, Customer acknowledges that it has agreed to this Agreement by acceptance or use of, or the payment for, the goods or    services ordered hereunder (the “BlackBerry Solution”). For clarity, any additional or variant Customer purchase terms are inapplicable    unless pursuant to a subsequent written agreement executed by both parties. In the event of a conflict between this Agreement and the license agreements,    service terms or other terms of use specific to the BlackBerry Solution ordered, the terms and conditions specific to the BlackBerry Solution ordered shall    prevail solely as to the use of the applicable good or the provision and receipt of the applicable service.   

  11. DELIVERY TERMS APPLICABLE TO HARDWARE, ACCESSORIES AND/OR OTHER PHYSICAL GOODS. Customer acknowledges and agrees that: (a) any    shipment dates specified are estimates only and are subject to change; (b) any delay in Customer providing BlackBerry with any required pre-payment or    required information may impact BlackBerry’s ability to ship the physical goods by a particular date; and (c) Customer shall validate each shipment against    attached packing slips for accuracy of items and quantities promptly upon receipt and notify BlackBerry immediately of any discrepancy between the attached    packing slip and the shipment upon discovery of any nonconformity. Unless BlackBerry has received notice of any nonconformity from Customer within ten (10)    business days of the shipment date, Customer shall be deemed to have accepted the shipment. Delivery shall be deemed complete and risk of loss shall pass    to Customer at BlackBerry’s point of shipment. All shipping costs including, without limitation, insurance, brokerage, duties, freight are extra and are    the responsibility of the Customer.   

  12. MISCELLANEOUS   
    a. BlackBerry and Customer both agree that their obligations under this Agreement shall be performed in accordance with all applicable federal, state,    provincial and local laws, rules and regulations.   
    b. BlackBerry shall in no event be liable for any failure or delay in performing its obligations under this Agreement, or for any loss or damage resulting    therefrom, due to causes beyond its control, including but not limited to riots, suppliers, work stoppages, fires, or natural catastrophes.   
    c. BlackBerry may assign this Agreement and Customer may assign this Agreement with BlackBerry’s consent.   
    d. To the extent any provision of this Agreement is determined to be invalid or unenforceable by a competent authority in any jurisdiction, then such    determination will not affect the legality, validity or enforceability of the remaining parts of the Agreement.   
    e. The provisions of this Agreement are personal to the respective Parties and are not intended to confer any rights of enforcement on any third party.   
    f. Nothing in this agreement shall be deemed to create an agency or employment relationship between the Parties.