TERMS AND CONDITIONS
These terms and conditions, together with the related Proposal shall constitute the entire agreement (the “Agreement”) between the parties.
ACCEPTANCE: Orders shall be subject to and effective only upon acceptance by SocketLabs Acquisition, LLC (hereinafter referred to as “Company”). The Proposal is limited to the quantities and items specifically listed on it and the Company can assume no responsibility for furnishing other items shown in any plan or specification.
PRICES: Prices shall remain in effect for a period of thirty (30) days from the date of the Proposal. The Proposal may be withdrawn at any time prior to Company’s receipt of signed acceptance by Customer, or may be extended beyond thirty (30) days when confirmed in writing by the Company.
PERFORMANCE: Delivery shall occur electronically. In no event shall Company be liable for incidental or consequential damages, or other penalties resulting from any failure to perform, or delays in performing, its obligations under the Agreement, unless otherwise agreed in writing at the time of the acceptance of the order by an authorized Company officer.
PAYMENT: Unless otherwise specified in the Proposal, payment terms are on presentment of our invoice. Amounts outstanding over thirty days are subject to a surcharge of one and one-half percent (1-1/2%) per month (equivalent to 18% per year) on the outstanding balance. Upon Company’s failure to receive payment as provided herein, in addition to any other remedies that Company may have, Company shall have the right to disable any product, revoke any license and/or discontinue support and other services as to which full payment has not been received by the Company. Disablement of product and/or revocation of license may occur without notice. Company shall not be liable for any damages sustained by Customer resulting from disablement of product for non-payment. In the event Company is required to utilize the services of an attorney or collection agent to recover any sums due to Company, Company shall have the right to recover all costs of collection, including but not limited to reasonable attorney’s fees and costs.
TAXES: Liability for all taxes, licenses, or other fees imposed by any municipal, state or governmental authority upon the production, sale, shipment and/or use of products or services on the Proposal, and value-added taxes of any kind, shall be assumed and paid for by the Customer and the Customer shall indemnify Company against any such liability.
CANCELLATION AND RETURNS: Orders may be cancelled by Customer only with Company’s written consent. All sales are final and all fees are non-refundable.
FINANCIAL RESPONSIBILITY OF CUSTOMER: If at any time before shipment the financial responsibility of Customer becomes impaired, or unsatisfactory to Company, cash payment or satisfactory security may be required by Company before shipment, and in the event of bankruptcy or insolvency laws, Company shall be entitled to cancel any order then outstanding.
WARRANTY: ALL ITEMS ARE AS-IS AND COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WRITTEN OR ORAL, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE AND NON-INFRINGEMENT. COMPANY FURTHER EXPRESSLY WAIVES AND DISCLAIMS ANY LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES.
PUBLICITY AND ADVERTISEMENT: Customer shall permit Company to make a public announcement of the customer relationship established by the Agreement and shall also permit Company to display Customer’s company and/or product logos, trademarks name and other information on Company’s website and marketing materials for the sole purpose of indicating the customer relationship established by the Agreement. In the event that Customer objects to the manner in which the aforementioned items are used, it shall work with Company, providing the necessary guidelines, to bring the usage into agreement between the parties, within a reasonable time, in the spirit of this provision.
SERVICES AND SUPPORT: Unless otherwise specified in the Agreement: a) any support or service on the Proposal shall be limited to, but not guaranteed to include, 12 total hours over its lifetime, accrued in 30 minute minimum intervals, b) operating hours are 9 AM to 5 PM EST, Monday-Friday excluding holidays and other business closures, c) support services include electronic support through our ticketing system via one Customer representative, d) Customer will provide Company with remote administrative computer access when deemed necessary by the Company to perform the services and e) any service on the Proposal shall only apply to the specified licenses and systems indicated on the Proposal. Company makes no guarantees that any software update will be released or made available to Customer at any time.
LICENSING CONTROLS: Company employs various licensing systems and controls in its products to monitor and regulate the use of its products in accordance with the Agreement and the product’s associated licensing agreement. These licensing controls actively send data to and otherwise communicate with Company licensing servers on a regular basis and bind the product to the MAC address of the physical machine on which it is originally installed. The product may become inoperable if a) it is moved to another machine without Company consent, b) the MAC address or other identifiers of the machine change or it is detected that the licensing systems or controls may have been tampered with. Non-perpetual licenses will become inoperable if they are unable to communicate with Company licensing servers for an extended period of time. If Company determines that Customer is using more licenses than what it has purchased, Company reserves the right to disable the product and revoke the license on any computer system which is using a license in excess of the purchased quantity. Disablement of product and/or revocation of license may occur without notice. Company shall not be liable for any damages sustained by Customer resulting from such disablement and revocation.
ASSIGNMENT: No rights or obligations arising under the Agreement may be assigned or transferred by the Customer without the prior written consent of the Company. The Company may assign its rights and obligations under this Agreement to any entity, including but not limited to any successor to all or substantially all the assets of the Company, by merger or otherwise.
ENTIRE AGREEMENT: No acceptance by Company of any order shall be deemed to be an acceptance of any provision of Customer’s purchase order form which differs from the provisions hereof. Should a Customer purchase order, payment system, or other instrument indicate terms that conflict with the Agreement, whether before or after the signing of the Agreement, the terms the Agreement will supersede and prevail. This writing constitutes the entire agreement and understanding between the Customer and the Company as of the date of acceptance by Company and shall not be modified thereafter in any way except by a writing executed by a Company officer, authorized by Company to execute the same.
GOVERNING LAW: The Agreement shall be governed and construed in all respects pursuant to the laws of the Commonwealth of Pennsylvania without regard to the law of conflicts of laws, and without regard to any rule of interpretation or construction as to which party drafted the Agreement. It is the express intention that the United Nations Convention on Contracts for the International Sale of Goods shall have no application whatsoever with respect to the Agreement. In the event that suit is required to be brought by either party to enforce any of the terms of the Agreement, the parties agree to the exclusive jurisdiction and venue of the state or federal courts of the Commonwealth of Pennsylvania, or of such other jurisdiction in which Company maintains its principal place of business. To the maximum extent permitted by law, Customer waives the right to trial by jury of any dispute pertaining to the sale which is the subject of this transaction or related to the Agreement in any manner.
SOFTWARE LICENSE AGREEMENT: Items on the Proposal are subject to any software license agreement (SLA) provided with the items. In the event of any conflict between the terms of an SLA and the Agreement, the conflicting provisions of the SLA shall prevail.
Customer agrees that upon the expiration of any Annual or other Non-Perpetual license, it will immediately cease using the product for which the license has expired.
ADDITIONAL TERMS: Either party may enforce its respective rights under the Agreement even if it has waived the right or failed to enforce the same or other rights in the past. This relationship is that of independent parties and not business partners. Neither party is the agent for the other, and neither party has the right or ability to bind or enter into any obligation on behalf of the other. To the extent any portion of the Agreement is determined to be unenforceable by a court of competent jurisdiction, such portion will be modified by the court solely to the extent necessary to cause such portion to be enforceable, and the Agreement, as so modified, shall remain in full force and effect. Headings used in the Agreement are provided for convenience only and shall not be used to construe meaning or intent.
