ONLINE SALE AND SUBSCRIPTION AGREEMENT
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DEFINITIONS
- “Company” means Zero Density Netherlands located at the address of Binderij 3B, 1185ZH Amstelveen, NL.
- “Customer” means the person, firm, company, or corporation purchasing/renting the Products.
- “Machine-Bound License” means a license key that is generated and activated specifically for the Customer’s designated machine. Such license is linked to the hardware or machine parameters submitted by the Customer and cannot be transferred, duplicated, or reused on any other device without the prior written consent of the Company.
- “Products” means any item, content, software, service, subscription, or other offering made available for purchase by the Company through the Store, whether in digital or physical format. The Company reserves the right to add, modify, or remove Products from the Store at its sole discretion.
- “Software” means any software produced by Zero Density and licensed to the Customer as part of the Products.
- “Store” means the online sales interface operated by the Company, through which various Products are offered for purchase by Customers.
- “Subscription” refers to a time-limited, renewable right to access a Product offered on a subscription basis, typically for a one (1) or three (3) year term, as selected by the Customer during the order process.
The Company and the Customer shall hereinafter be referred to individually as the “Party” and collectively as the “Parties”.
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GENERAL ACKNOWLEDGEMENTS AND COMMITMENTS
- The Customer hereby declares that, prior to completing any transaction through the Store, it has received and reviewed the key information regarding the Products offered for sale, including the main characteristics of the Products, the applicable total price including taxes, the accepted payment methods, estimated delivery methods and timeframes, the Company’s corporate name, registered address, and contact details.
- By confirming this Agreement electronically, the Customer acknowledges and agrees that it has reviewed and understood all relevant pre-contractual information provided on the Store, including without limitation information on pricing, delivery, licensing, support coverage, and the terms of renewal and withdrawal.
- The Customer accepts that, unless otherwise agreed in writing, the full purchase price of any Product shall be paid in advance prior to delivery or license activation. In case the Product price is not successfully paid or is revoked by the payment provider after delivery, the Company reserves the right to disable the Customer’s access to the Product and request immediate payment of the outstanding amount.
- The Company shall make reasonable efforts to ensure the timely delivery of the Product, either digitally or physically depending on the nature of the Product. However, the Company shall not be liable for delays or non-performance caused by internet outages, force majeure events, payment issues, or technical errors outside of the Company’s control.
- The Customer is responsible for verifying the correct receipt and operability of the Product upon delivery. Any issues related to incomplete or defective delivery must be reported without delay. The Company’s obligation is limited to delivering the Product in conformity with the description and specifications indicated on the Store at the time of purchase.
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SCOPE OF SALE AND LICENSE
- This Agreement governs all purchases of Products made by the Customer through the Store. The Company reserves the right to add, remove, or modify the Products offered in the Store at any time, without prior notice.
- Products may include both physical goods and digital content, such as software, license keys, subscriptions, support services, or any combination thereof. The nature of the Product purchased (including format and delivery method) shall be specified at the time of purchase on the Store.
- The Customer acknowledges that certain Products, including software licenses, may be provided solely on a subscription basis and subject to additional limitations, such as machine-based activation or limited user rights, as further set out in this Agreement.
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PAYMENT TERMS
- All payments under this Agreement shall be made in full and in advance using the available payment methods on the Store. The purchase shall not be deemed complete, until the payment is successfully received by the Company.
- The Store accepts payments via the methods explicitly listed at the time of checkout, which may include credit cards, debit cards, and other authorized electronic payment systems. The Customer shall ensure that the payment details provided are accurate, valid, and authorized.
- The Customer is solely responsible for any transaction fees, currency conversion costs, or banking charges imposed by its payment provider. All prices displayed on the Store shall be inclusive or exclusive of taxes as indicated, and the applicable taxes shall be calculated and collected at checkout.
- In the event that payment is declined, reversed, or cancelled after the Product has been delivered or license has been activated, the Company reserves the right to:
- suspend or revoke access to the Product without notice; and/or
- demand immediate repayment of the outstanding amount; and/or
- initiate legal or collection proceedings where applicable.
- Upon completion of payment, the Company shall issue an invoice and an order confirmation via email. The Customer is responsible for ensuring that the provided billing information is complete and accurate.
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SUBSCRIPTION TERMS
- The Customer may select a subscription license valid for either one (1) year or three (3) years, as made available in the Store. The selected term shall be binding upon completion of payment and shall be specified in the order confirmation issued by the Company.
- Upon full payment, the Customer is granted a non-exclusive, non-transferable, non-sublicensable right to use the applicable Product for the duration of the selected subscription term.
- The subscription license is provided on a Machine-Bound basis. The license may only be activated on the machine associated with the data provided by the Customer during the activation process. Any attempt to install, transfer, or use the license on another machine without the Company’s prior written consent shall be deemed a material breach of this Agreement.
- The subscription term shall not be automatically renewed unless expressly provided otherwise under Section 10 (Subscription Renewal). Upon expiration of the subscription period, access to the Product shall be suspended unless a renewal is properly initiated and confirmed.
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SOFTWARE LICENSE ACTIVATION
- After the payment is successfully received by the Company, the Customer shall generate a machine-specific update file using relevant setup utility and shall submit the update file to the Company’s Store website via dashboard.
- Based on the received update file, the Company shall generate and upload a corresponding license activation file. The Customer will be able to download the license activation file either from their dashboard on the Store or through a direct link sent via email.
- The subscription period shall begin once the Company uploads the license activation file and notifies the Customer of its availability. The Customer is responsible for completing the activation process by importing the license file into the Product.
- The Company shall not be liable for any delays resulting from the Customer’s failure to generate or transmit the update file, use the correct email address, or follow the activation procedure properly.
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DELIVERY AND ACCESS
- Products as Software licensed through the Store shall be delivered digitally unless explicitly stated otherwise on the Store at the time of purchase.
- Delivery of digital Products (such as license files, software downloads, or access credentials) shall be deemed complete once the subscription period begins according to the Article 5.3.
- For physical Products, the Company will make reasonable efforts to ensure timely shipment; however, delays caused by logistics providers, customs, or force majeure shall not constitute a breach of this Agreement.
- Any physical deliveries of the Products shall be subject to Ex works (Incoterms 2020). The Customer shall be responsible and reimburse the Company for all carriage related costs of insurance, transportation on shipments, import duties, taxes and any other expenses incurred, or licenses or clearances required at port of entry and destination. Unless otherwise agreed in writing by the Parties, the Company shall make the Products available for download over the Internet by the Customer, in which event all of the Company’s obligations in respect of the delivery shall be deemed satisfied.
- The Customer is responsible for providing accurate and complete delivery information and for checking delivery status after receiving confirmation. Any delivery failures caused by incorrect information shall be at the Customer’s expense.
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SUPPORT SERVICES
- All subscription licenses purchased through the Store include access to the Company’s Basic Support package, which allows the Customer to submit support requests via the Company’s designated online ticketing system.
- The Customer may purchase the Company’s Premium Support service separately via the Store. The scope, coverage, and service levels of the Premium Support offering shall be made available to the Customer on the Store interface at the time of purchase. By proceeding with the purchase, the Customer is deemed to have reviewed and accepted the applicable Premium Support conditions.
- Support services shall only be provided for the current subscription period. If the Customer’s subscription expires or is terminated, the Company is not obliged to respond to any further support requests unless and until a valid subscription is reactivated.
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NO RIGHT OF WITHDRAWAL
- Due to the nature of the Products offered in the Store—particularly digital content and software—no right of withdrawal, cancellation, or refund shall apply once the Product is activated in accordance with the Article 5 of this Agreement.
- By accepting this Agreement and confirming the purchase, the Customer expressly consents to the immediate supply of digital content and acknowledges the loss of any statutory withdrawal rights that may otherwise apply.
- For the avoidance of doubt, no refund shall be issued for activated software licenses or partially used subscriptions, regardless of use level or access history, unless required by mandatory law.
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SUBSCRIPTION RENEWAL
- At the end of each subscription term, the renewal fee shall be automatically charged to the same payment method previously provided by the Customer.
- At the time of renewal, the renewal fee will be automatically charged but held in authorization (provisioned) by the Company’s payment service provider for a period of seven (7) calendar days.
- During this 7-day authorization period:
- If the Customer confirms the renewal in writing, the license shall be renewed and activated for a new subscription term.
- If the Customer fails to confirm or explicitly requests cancellation within the 7-day period, the license shall not be renewed, and the provisioned amount shall be automatically refunded in full to the Customer.
- If the Customer fails to confirm the renewal within the authorization period, the Company is under no obligation to activate the license or continue access. Any use of the Product beyond the subscription expiration without confirmed renewal shall be considered unauthorized.
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SYSTEM REQUIREMENTS
- The Customer is solely responsible for ensuring that its hardware, operating system, network configuration, and any necessary dependencies meet the minimum technical requirements for installing and operating the Product.
- The Product is licensed on a machine-bound basis, and the license key issued is specifically tied to the machine parameters provided by the Customer. The Company shall have no responsibility for installation or operation issues arising from incompatibility, misconfiguration, system changes, or hardware malfunctions.
- The Company makes no guarantees that the Product will function on systems that do not meet the published specifications. It is the Customer’s responsibility to consult the relevant technical documentation, compatibility notices, and version requirements prior to purchase.
- The Company shall not be liable for performance failures, installation errors, or limited functionality resulting from insufficient or incompatible system environments.
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USE OF THE PRODUCTS
- Subject to full payment, activation of the license and compliance with this Agreement, the Customer is granted a limited, non-exclusive, non-transferable, non-sublicensable license to use the Product solely for internal business or personal purposes during the applicable subscription term.
- The Customer shall not authorize, enable, or facilitate any third party—whether affiliates, clients, vendors, contractors, or otherwise—to access, use, distribute, or sublicense the Product. The Company is the sole and exclusive authorized seller of all Products offered on the Store. No distributor, reseller, or agent is authorized to sell, license, or represent the Products on behalf of the Company unless explicitly approved in writing by the Company.
- The Customer shall not:
- Copy, modify, or adapt the Product;
- Develop or distribute derivative works;
- Reverse engineer, disassemble, or attempt to discover the source code;
- Use the Product in any way that may subject it to open-source license obligations.
- The Product may only be installed or activated on the designated machine specified during the license activation process. Use on multiple machines or shared environments without prior written consent is strictly prohibited.
- Any additional license terms provided via the Store or the Company’s legal webpage (such as EULA terms displayed during installation) shall be deemed incorporated by reference into this Agreement. By using the Product, the Customer is deemed to have accepted such terms.
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LICENSE TRANSFER POLICY
- In the event that the Customer’s licensed machine becomes permanently inaccessible or non-operational after the activation of a machine-bound license, the Customer may request from the Company to transfer of the license to another machine of its choosing. This request must be accompanied by a written explanation of the underlying cause.
- The Company will review such requests on a case-by-case basis and may, at its sole discretion, ask the Customer to provide additional supporting documentation regarding the status of the original machine.
- If the Company approves the transfer request, the license will be reissued and activated on the Customer’s designated replacement machine for the remaining period of the original subscription. The transfer does not entitle the Customer to any extension or renewal of the license term.
The Customer acknowledges that license transfers are a limited and exceptional remedy. If the conditions set out in this Section are not met, or if the Company, acting in good faith and at its sole discretion, determines that a transfer is not justified, Customer’s transfer request may be denied. By entering into this Agreement, the Customer accepts in advance that such decisions shall be final and not subject to dispute or appeal.
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WARRANTY AND DISCLAIMER
All Products under this Agreement are provided “As-Is”. Except as otherwise expressly set out herein, to the maximum extent permitted by law, the Company and its licensors disclaim all warranties of any kind, whether express, implied, or statutory, including without limitation regarding merchantability, fitness for a particular purpose and noninfringement. Except as expressly provided herein, neither the Company nor its licensors warrants that the Products will meet Customer’s requirements, that any the Products will be error-free or operate in an uninterrupted or continuous manner, or that any defects in the Products will be corrected. the Company is not obligated to provide any updates, modifications, or enhancements to the Products.
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LIMITATION OF LIABILITY
- To the maximum extent permitted by applicable law, the Company shall not have liability whatsoever for any special, consequential, incidental, indirect or exemplary damages of any kind, including, but not limited to loss of profits or revenues, loss of use of the Products or any associated equipment, cost of capital; cost of, and procurement costs for, substitute goods, facilities, or services; downtime costs, or claims of any third party.
- To the maximum extent permitted by applicable law, the Company’s liability hereunder, for breach of, or arising out of these terms and conditions and/or sale, installation of the Products, provision of services, or otherwise, shall be limited to the refund of the purchase price /license fee for the Products purchased and/or licensed hereunder.
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INTELLECTUAL PROPERTY
- Title to and ownership of and all proprietary rights, including all intellectual property rights, in and to Products, all modifications thereto and derivative works thereof, and related documentation and all partial or complete copies thereof, whether registered or protected under law or not, shall at all times remain with the Company. As between the Parties, the Customer hereby acknowledges that the Company is the sole owner and/or the authorized sub-licensor of all right, title, and interest to all Products, all modifications thereto and derivative works thereof, and related documentation, and any intellectual property rights therein. Notwithstanding the foregoing, any software, tools, or materials independently developed by the Customer using the Products solely as a platform or tool—without incorporating or modifying the source code or proprietary content of the Products—shall not be considered “derivative works” and shall remain the property of the Customer; provided that such developments do not replicate, compete with, or substitute the core functionality of the Products and are used exclusively for the Customer’s internal business purposes.
- In addition to any other termination provisions set forth herein, the Company may terminate all licenses set forth herein if the Customer contests or opposes any intellectual property rights associated with the Products (including without limitation all modifications thereto and derivative works thereof) or if the Customer advises or consults with any party engaging in any such contest. Upon any termination hereof according to this Article or due to any reason whatsoever, the Customer shall immediately cease using the Products, all modifications thereto and derivative works thereof, and related documentation and shall promptly return all copies thereof to the Company. The Customer shall delete all copies of such material in its possession and shall, within 3 (three) days of termination, certify to the foregoing. The Company reserves the right to discontinue the operational functionality of any Products without notice to Customer where Customer has failed to pay the full price as required.
- The Customer shall notify the Company of all cases of sale/trade of fake and/or counterfeit Products in the relevant territory or cases where the interests and rights of the Company is damaged or infringed by third parties, that the Customer becomes aware.
- The Customer shall only use the items that they have the right or license to use in the Products. If, for some reason, a third party makes any claims against the Company due to Customer’s use of an unlicensed item in the Products, the Customer agrees to be liable for all the relevant losses and damages caused to the Company for such violation of Intellectual Property rights.
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CONFIDENTIALITY
- All of the Products and codes, programming techniques, concepts, process methods, calculations, algorithms, system designs, discoveries, inventions, concepts, flow charts, product specifications, application program interface specifications, know-how, etc. concerning or related to the Products are regarded as “Confidential Information” by the Company. The Customer accepts and undertakes that such information owned by the Company is confidential and is subject to non-disclosure to third parties, not to disclose such information to third parties for any reason whatsoever, to take all precautions for such information to not become known by third parties, make sure that its employees and other relevant persons comply with such obligations, to not provide such information to the benefit or use of third parties, to not permit making copies of such information.
- Without prejudice to Article 8.1 above, company and product information (such as technical information including know-how, employee, customer, marketing, financial and other information) that are confidential in nature and that the Parties to not wish to disclose to third parties, that are not made public, that the Parties deem confidential and find it beneficial to keep confidential shall also be deemed as “Confidential Information” under this Agreement. The Parties accept and undertake that such information owned by the other Party is subject to non-disclosure to third parties, not to disclose such information to third parties for any reason whatsoever, to take all precautions for such information to not become known by third parties, make sure its employees and other relevant persons comply with such obligations, to not provide Confidential Information, in part or in whole, directly or indirectly, to the information and use of third parties, to not disclose such information and to compensate all losses of the other party in case of non-compliance with such obligations.
- The Customer may only process the personal data it received or collected from the Company if:
- the data subject has given consent to the processing of his or her personal data for one or more specific purposes and the Company is made aware of such consent by the data subject or the Customer;
- processing is necessary for the performance of the Agreement and all its Annexes or in order to take steps at the request of the data subject prior to entering into a contract;
- processing is necessary for compliance with a legal obligation to which the Customer is subject;
- processing is necessary in order to protect the vital interests of the data subject or of another natural person;
- processing is necessary for the performance of a task carried out in the public interest or in the exercise of official authority vested in the controller and the Company is made aware of such situation;
- processing is necessary for the purposes of the legitimate interests pursued by the controller or by a third party, except where such interests are overridden by the interests or fundamental rights and freedoms of the data subject which require protection of personal data, in particular where the data subject is a child, and the Company is made aware of such legitimate interest.
- The Parties’ obligations under this Article shall continue to be in force as an independent contract even after the termination of this Agreement in any way.
- In case any of the Parties violate the confidentiality obligations herein, the breaching Party shall hold harmless and compensate the other Party for all damages, losses, claims, lawsuits, and investigations due to such violation.
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EXPORT CONTROLS AND RESTRICTIONS
- The Customer undertakes the following issues in terms of the goods and services to be supplied from Zero Density, including directly or indirectly benefiting third parties such as selling, renting, making use of the products and services purchased under the relevant Agreement, the licenses for which it has the right to use:
- The Customer shall not enter into any agreements or conclude any transactions whatsoever with any customers, distributors, or other parties for selling, exporting, or licensing Zero Density products, goods, or services, or providing maintenance, repair, or other services, or conduct any other business directly or indirectly to any person that is in whole or in part directly or indirectly owned or controlled by a person that is the target of any economic sanctions or restrictive measures enacted, administered, or enforced by the United States of America, the United Nations Security Council, the European Union, Republic of Turkey, United Kingdom or other relevant sanctions authority (“Sanctions”).
- The Customer shall not otherwise engage in any unlawful activity, practice, or conduct that will violate any economic sanctions or restrictive measures enacted, administered, or enforced by the United States of America, the United Nations Security Council, the European Union, Republic of Turkey, United Kingdom or other relevant sanctions authority.
- There is no Contract that is valid and effective between the Customer and its own customers, agents, distributors, or any other parties, under which the Customer shall manufacture, sell or export services, products, or goods, or provide maintenance, repair or other services, licenses, directly or indirectly, to any Sanctioned Persons in any of the Sanctioned Countries or any Persons or governments who are a target of Sanctions.
- The customer shall not sell, use, have them used, or mediate such use the Zero Density’s products to the military of any country and for military or political propaganda purposes.
- The Customer shall comply with all laws, statutes, regulations, and codes relating to anti-bribery and anti-corruption, including the US Foreign Corrupt Practices Act and the UK Bribery Act.
- The Customer accepts and undertakes that any of its subsidiaries, or any director, officer, employee, affiliate, or agent is a person or entity that is or is directly or indirectly owned or controlled by a person that is the target of any person that is in whole or in part directly or indirectly owned or controlled by a person that is the target of any economic sanctions or restrictive measures enacted, administered, or enforced by the United States of America, the United Nations Security Council, the European Union, Republic of Turkey, United Kingdom or other relevant sanctions authority.
- The Customer accepts and undertakes not to conduct any transactions in relation to any person subject to Sanctions with the intermediation of Zero Density and not to use any purchased products/services, or right to use the license delivered by Zero Density or any account before the Zero Density within this respect and not to use any income described under this article for the repayment of the purchased products/services, or right to use the license from the Zero Density.
- The Customer undertakes the following issues in terms of the goods and services to be supplied from Zero Density, including directly or indirectly benefiting third parties such as selling, renting, making use of the products and services purchased under the relevant Agreement, the licenses for which it has the right to use:
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MISCELLANEOUS
- This Agreement constitutes the entire agreement between the Parties relating to the sale and licensing of Products through the Store and supersedes all prior communications and understandings, whether written or oral.
- The Company may amend the terms of this Agreement from time to time. However, such amendments shall not apply retroactively to transactions already completed. The updated version shall be made available on the Store and shall take effect upon publication.
- Neither Party shall be deemed to be an agent, representative, or partner of the other, and nothing in this Agreement shall create any joint venture or employment relationship.
- The Company may assign or transfer its rights or obligations under this Agreement without restriction. The Customer may not assign this Agreement or any rights or obligations without the prior written consent of the Company.
- This Agreement shall be governed by and construed in accordance with the laws of the Netherlands. The courts of Amsterdam shall have exclusive jurisdiction over all disputes arising out of or in connection with this Agreement.
- If any provision of this Agreement is found to be invalid or unenforceable by a competent court, the remaining provisions shall remain in full force and effect.




