Terms and Conditions

CONTROL STATION, INC.

  1. PURCHASE ORDER TERMS AND CONDITIONS

 

  1. ACCEPTANCE

These Terms and Conditions will apply to the purchase of software and/or services as detailed in the quote provided to Purchaser (“Purchaser”) from Control Station, Inc. (the “Company”), a company incorporated in Delaware with its place of business at 160 Chapel Road, Suite 202 Manchester, CT 06042.

These Terms and Conditions will be deemed to be accepted by you upon issuance of a purchase order to the Company unless a separate agreement is signed and accepted by both parties.

 

These Terms and Conditions take precedence over Purchaser’s additional or different terms and conditions, to which notice of objection is hereby given.  Neither acceptance of a purchase order or delivery of software or services shall be acceptance of Purchaser’s additional terms and conditions unless a separate agreement is signed and accepted by both parties.

 

  1. PRICES

Prices of Software and Services are provided to Purchaser as part of the Company’s quote.  All prices remain in effect for thirty (30) days from the quotation date unless otherwise indicated on the official quote.

 

Prices do NOT include sales, use, excise, value-added or similar state, country or local tax.  Liability for all taxes and other fees imposed by any government authority associated with the quotation/purchase order associated with this agreement shall be assumed and paid for by the Purchaser, and Purchaser will indemnify the Company against any such liability.

 

  1. PAYMENT

Unless otherwise agreed to by the Company payment terms for all Software Licenses and Services are due to the Company net thirty (30) days from the date of the Company’s invoice payable in US Dollars.  Software is billed upon electronic issuance of the corresponding software license(s) and Services are billed at the time the services are provided.

If payment is not received within thirty (30) days of the invoice date, the Company will have the right to charge the greater of either two percent (2.0%) interest per month on the outstanding balance owed or the maximum rate permitted by law from the date on which the invoice is due until it is paid.  In addition to any other remedies the Company shall have the right to suspend the License activation, discontinue services associated with the purchase, and terminate this and/or any other agreements with the Purchaser.  Purchaser shall be liable for all expenses, including attorney’s fees relating to the collection of past due amounts.

  1. CANCELLATION or RETURN OF GOODS

Software may be returned/refunded with prior written approval from the Company within ten (10) days of purchase.  Software must be de-activated with proof of the associated de-activation provided to the Company prior to the issuance of any refund.

Services may be cancelled/rescheduled within twenty-two (22) days of a scheduled service date.  If Purchaser cancels/reschedules any services within twenty-one (21) days of the scheduled service date the Purchaser will be solely responsible to the Company for any and all fees incurred by the Company for additional expenses associated with the cancellation/rescheduling of such service.

 

 

 

 

  1. SOFTWARE LICENSE AGREEMENT

 

  1. IMPORTANT NOTICE

PLEASE READ THIS STATEMENT AND THE SOFTWARE LICENSE AGREEMENT COMPLETELY BEFORE USING THIS SOFTWARE.  YOU MUST ACCEPT THE TERMS OF THIS LICENSE BEFORE YOU CAN OPERATE THE SOFTWARE PROGRAM.

 

BY SELECTING AGREE, BY INSTALLING THE COMPANY’S SOFTWARE OR BY CONTINUING TO USE THE COMPANY’s SOFTWARE AFTER INSTALLATION, YOU THE PURCHASER (EITHER AN INDIVIDUAL OR SINGLE ENTITY) INDICATE YOUR INTENTION TO BE BOUND BY AND ACCEPT THE TERMS AND CONDITIONS OF THIS SOFTWARE LICENSE.  IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MAY NOT ACCESS OR OTHERWISE USE THIS SOFTWARE AND WILL IN FACT BE PROHIBITED FROM DOING SO.  THIS SOFTWARE MAY ONLY BE USED PURSUANT TO THE TEMS AND CONDITIONS SET FORTH BELOW, AND SOLELY IN CONJUNCTION WITH THE ACCOMPANYING SECURITY MECHANISM(S) (UNLESS OTHERWISE SPECIFIED IN THE “EXCEPTIONS TO SECURITY MECHANISM REQUIREMENTS” SECTION OF SUCH TERMS AND CONDITIONS) WHICH MUST BE PRESENT ON YOUR COMPUTER (OR NETWORK AS APPLICABLE) AT ALL TIMES DURING SUCH USE.

 

Please Note:  You may have additional restrictions and guidelines in place regarding the use of this Software that are in addition to those found within this software license.  If you have any questions or concerns as to the existence of any such additional restrictions or guidelines, you should consult with your supervisor or IT Department before using this software.

 

READ THIS IF YOU RECEIVED THIS SOFTWARE FROM A THIRD PARTY

If you received this Software from someone other than the Company’s representative or authorized distributor you do NOT have a legal software license.  (For example, if you acquired possession of this Software simply by buying a machine or Software from the former owner you do NOT have a valid license.  You should contact Control Station, Inc. (1-860-872-2920) in order to obtain a new and valid license.  USE OF THIS SOFTWARE WITHOUT A VALID SOFTWARE LICENSE IS UNLAWFUL, A VIOLATION OF THE COPYRIGHT ACT AND MAY EXPOSE YOU TO CRIMINAL LIABILITY UNDER 17 UNITED STATES CODE SEC. 506 INCLUDING FINES AND DAMAGES.

 

  1. SOFTWARE LICENSE

If you have paid a license fee, Control Station, Inc., a Delaware corporation with its principal place of business at 160 Chapel Road, Suite 202, Manchester, CT 06042 hereby grants to you a non-exclusive, non-transferable license (the “License”) to use this software program and its accompanying documentation (and, if applicable, to permit your authorized employees to use them), solely in accordance with the terms and conditions of this Software License Agreement.  You may use the Software solely for your internal business purposes and solely in conjunction with the accompanying hardware or software device, method, scheme or other security measure provided by the Company which allows a user to access the Software and prevents unauthorized access to the Software (“the security mechanism”).  This is not a sale; you do not obtain any right to this Software except as expressly set forth in this License.  You do not have the right to sell, sub-license or otherwise provide this Software to any third party, even if you sell the machine that uses the Software.  The Software, any updates to the Software through purchase or due to enrollment in an authorized software maintenance program (including any that you download through the internet), and the Documentation in printed or electronic form shall hereinafter collectively be referred to as the “Software” and are all governed by this License.

 

  1. RESTRICTIONS

You may not use the Software without a Security Mechanism provided by the Company.  The Software licensed for the purpose of process modeling and PID controller tuning can only be used per the guidelines of the License Type purchased:

 

NODE – Single User License – The Software may only be used (in executable code form only) on a single computer (workstation or virtual machine) to which the security mechanism is attached, or installed in the event of a software mechanism. If attached to a virtual machine only one user may access the software at any given time.

 

SITE – Multiple User License – The Software may only be used (in executable code form only) from an internal network or virtual machine accessible to only one geographic location.  The Software may be accessed and used (in executable form only) by multiple users at any given time, as long as, the end-user computers are connected to the internal network to which the security mechanism is attached or installed in the event of a software mechanism.

 

ENTERPRISE – Company Wide License – The Software may only be used (in executable code form only) from a company wide network drive.  The Software may be used (in executable code form only) by any computer workstation that may access the company wide network to check out/in a License.  The Software is a single user License; therefore, only one user may access the Software at any given time.  However, additional seats may be purchased to add to the License.

 

DEMO – Sales Demonstration ONLY – The Software may only be used (in executable code form only) on a single computer for demonstration purposes ONLY.  The Software will expire on December 31 of the year corresponding with the date of issue.

 

ACADEMIC – If the Software was obtained through or in accordance with the Company’s academic pricing plan option, grant, schedule, or program, it may not be used by anyone, including you, at any commercial site for any reason.  The Software is provided for instructional use only.

Node and/or Student – Single Workstation License – The Software may only be used (in executable code form only) on a single computer to which the security mechanism is attached or installed in the event of a software mechanism.

Floating – Network License – The Software may only be used (in executable code form only) from an internal network for the campus for which the software was purchased.  The number of users allowed will equal the number of licenses purchased.

Software licensed for the purpose of monitoring and analyzing control loop performance can only be used per the guidelines of the License Type purchased:

SITE – Multiple User License – The Software may only be used (in executable code form only) in conjunction with process data historians associated with one geographic location.  The Software may be accessed and used (in executable form only) by multiple users at any given time.

 

ENTERPRISE – Company Wide License – The Software may only be used (in executable code form only) in conjunction with process data historians associated with all company-owned and/or company–operated locations.  The Software may be accessed and used (in executable form only) by multiple users at any given time.

You may physically transfer the Software from one computer to another computer only if the security mechanism is attached or installed in the event of a software mechanism and included and installed with the new computer.  The Software must be de-activated prior to the transfer to a new computer.

You shall not: (a) copy (except as provided below), adapt, or modify the Software; (b) publish, display, disclose, or create a derivative work from the Software or any part thereof; (c) de-compile or translate, disassemble, create or attempt to create, by reverse engineering or otherwise, the source code form of the Software from the executable code of the Software; (d) remove any proprietary notices, labels or marks from the Software; (e) sell, rent lease, distribute or otherwise transfer, provide or disclose, all or any part of the Software to any person or entity without the prior written consent of the Company; (f) use the Software to provide outsourcing, service bureau, time sharing or other services to any third party; or (g) sublicense, assign, delegate, or otherwise transfer your rights in the Software, under the Software License Agreement or any of the related rights or obligations for any reason without the prior written consent of the Company.  You shall not circumvent, bypass, modify, reverse engineer, disassemble, disable, alter, enhance or replicate the function of the Security Mechanism in any manner whatsoever.  Any attempt to do so shall result in automatic termination of this License without prejudice to all other legal rights and remedies of the Company.

The Company takes all legal steps to eliminate piracy of their software products.  The Company will pursue (both civilly and criminally) those who do so using all legal means available, including public and private surveillance resources.  In this context, the Software may include a security mechanism that can detect the installation or use of illegal copies of the Software, and collect and transmit data about those illegal copies.  Data collected will not include any customer data created by using the Software and the data collection is not performed on users of legally licensed software from the Company and its authorized distributors.  By using the Software, you consent to such detection and collection of data, as well as, its transmission and use if an illegal copy is detected.  The Company also reserves the right to use a hardware lock device, license administration software, and/or a license authorization key to control access to the Software.  You may not take any steps to avoid or defeat the purpose of any such measures.

  1. COPYING RESTRICTIONS

You may make one (1) copy of the Software for backup or archival purposes, provided that you reproduce all proprietary notices of the Company on any such copy.

 

  1. NON TRANSFERABLE

This license is NOT transferable.  You may not transfer or assign the Software or this Software License Agreement or any rights or obligations hereunder.  Any attempt to do so will automatically terminate this License without the need for notice.  This termination is without prejudice to all other legal rights and remedies of the Company.

 

  1. INTELLECTUAL PROPERTY RIGHTS

The Software is and includes intellectual property of the Company.  All associated intellectual property rights, including, without limitation, worldwide patent, trademark, copyright and trade secret rights, are reserved by the Company.  The Company retains all right, title, and interest in any copyrights to the Software, regardless of the form or media in or on which the original or other copies may subsequently exist.  This Software License Agreement does not constitute a sale of the Software and no title or proprietary rights to the Software are transferred to you hereby.  You acknowledge that the Software is a unique, confidential and valuable asset of the Company, and the Company shall have the right to seek all equitable and legal redress which may be available to it for the breach or threatened breach of this Software License Agreement including, without limitation, injunctive relief.  Unauthorized copying of the Software or failure to comply with the above restrictions shall result in automatic termination of this License and this Software License Agreement without prejudice to all other legal rights and remedies to the Company.

 

  1. CONFIDENTIALITY

You acknowledge that the Software contains proprietary trade secrets of the Company and you hereby agree to maintain the confidentiality of the Software using at least as great a degree of care as you use to maintain the confidentiality of your own most confidential information.  You agree to promptly communicate the terms and conditions of this Software License Agreement to those persons employed by you who come into contact with the Software.  You are responsible in the event of a breach of confidentiality by any of your employees or agents.  You shall use your best efforts to ensure their compliance with such terms and conditions, including, without limitation, absolutely preventing such persons to use any portion of the Software for the purpose of deriving the source code of the Software or defeating the Security Mechanism.

 

  1. ENFORCEMENT OBLIGATIONS

In the event you become aware that any person or entity in your employ or under your control is using the Software in a manner not authorized by this Software License Agreement, you shall immediately take all steps necessary to stop such unauthorized use of the Software.  You shall promptly notify the Company in writing of any unauthorized use of the Software of which you become aware.

 

  1. LIMITED WARRANTIES

THE COMPANY WARRANTS THAT THE MEDIA ON WHICH THE SOFTWARE IS DISTRIBUTED WILL BE FREE OF DEFECTS IN MATERIAL OR WORKMANSHIP FOR A PERIOD OF THIRTY (30) DAYS AFTER PURCHASE.  THE FOREGOING LIMITED WARRANTY EXCLUDES DEFECTS ARISING OUT OF ACCIDENT, NEGLECT, MISUSE, FAILURE OF ELECTRIC POWER, AND CAUSES OTHER THAN ORDINARY AND AUTHORIZED USE. EXCEPT FOR THE FOREGOING LIMITED WARRANTY, THE SOFTWARE IS PROVIDED “AS IS, WITH ALL FAULTS.”  THIS LIMITED WARRANTY IS THE ONLY WARRANTY PROVIDED BY THE COMPANY REGARDING THE SOFTWARE.  TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.  THE COMPANY IS NOT OBLIGATED TO PROVIDE ANY UPDATES TO THE SOFTWARE.

SOLE AND EXCLUSIVE REMEDY FOR BREACH OF WARRANTY: YOUR SOLE AND EXCLUSIVE REMEDY AND THE COMPANY’S SOLE OBLIGATION HEREUNDER SHALL BE, AT THE COMPANY’s SOLE OPTION (i) REPLACEMENT OF THE DEFECTIVE MEDIA; OR (ii) REFUND OF THE PURCHASE PRICE OF THE SOFTWARE. THE COMPANY SHALL HAVE NO OTHER OBLIGATION OR LIABILITY TO YOU ARISING FROM OR RELATED TO THIS LICENSE OR YOUR USE OF THE SOFTWARE.  ANY USE BY YOU OF THE SOFTWARE IS AT YOUR OWN RISK.

 

Note on Documentation:  While the Company makes every effort to ensure that its Documentation for the Software is accurate and up-to-date, it cannot guarantee the Documentation at all times represents the latest operation and functionality of the Software.  The content of all documentation, in electronic or printed form, for the Software is provided for informational purposes only.  The content of the Documentation may be changed without notice to you.  THE COMPANY EXPRESSLY DISCLAIMS ANY WARRANTY OR REPRESENTATION THAT THE DOCUMENTATION IS AN ACCURATE AND/OR CURRENT REFLECTION OF THE SOFTWARE’S OPERATION AND PERFORMANCE.

 

  1. DISCLAIMER OF CONSEQUENTIAL DAMAGES AND LIMITATION OF LIABILITY

IN NO EVENT WHATSOEVER WILL THE COMPANY, OR ITS EMPLOYEES, SHAREHOLDERS, DISTRIBUTORS, OR AUTHORIZED REPRESENTATIVES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS SOFTWARE LICENSE AGREEMENT OR THE USE OF THE SOFTWARE, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  WITHOUT LIMITING THE FOREGOING, CONSEQUENTIAL DAMAGES SHALL INCLUDE, WITHOUT LIMITATION, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND LOSS OF OR DAMAGE TO ANY PRODUCTS THAT THE SOFTWARE IS USED IN CONJUNCTION WITH.  THIS DISCLAIMER SHALL REMAIN IN FULL FORCE AND EFFECT, EVEN IN THE EVENT THAT YOUR SOLE AND EXCLUSIVE REMEDY SHALL FAIL OF ITS ESSENTIAL PURPOSE.

 

THE COMPANY’S ENTIRE LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS SOFTWARE LICENSE AGREEMENT OR OTHERWISE SHALL NOT EXCEED THE AMOUNT OF THE LICENSE FEE PAID BY YOU FOR THE SOFTWARE.

 

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.

 

The disclaimers and restrictions set forth above shall apply regardless of the nature of your claims, be they based in contract, warranty, tort, strict liability, or otherwise.

 

  1. INDEMNIFICATION

You shall indemnify and hold harmless the Company, its officers, directors, employees, authorized representatives and agents (the “Indemnified Parties”) from and against all losses, settlements, claims, actions, suits, proceedings, judgments, awards, damages, liabilities, costs and expenses including, without limitation, reasonable attorneys’ fees (collectively “Losses”) which arise out of or are related to any breach of this Software License Agreement by you or your employees, agents, authorized representatives, dealers or sub-dealers, and shall reimburse the Indemnified Parties for any and all legal, accounting and other fees, costs and expenses reasonably incurred by any of them in connection with investigating, mitigating or defending any such Losses.

  1. TERMINATION

This Software License Agreement is effective until terminated.  You may terminate this Software License Agreement at any time by returning to the Company all copies of the Software under your control and by returning the Security Mechanism to the Company (proof of De-activation of the software license).  The Company may terminate this Software License Agreement if the Company determines, in its sole discretion that you have violated the terms of this Software License Agreement.  Upon termination of this Software License Agreement for any reason, you agree to immediately return to the Company all copies of the Software, return the Security Mechanism to the Company or in the case where the security mechanism is incorporated into the software code provide proof that the software licensing mechanism has been removed or de-activated.  Additionally an officer of your entity must certify within ten (10) business days to the Company in writing that all known copies, including backup copies, have been returned.  All provisions relating to confidentiality, proprietary rights, indemnification and non-disclosure shall survive the termination of this Software License Agreement.  You may not transfer this Software to the purchaser of any equipment on which the Software may be resident.  You may not transfer this Software via liquidation, bankruptcy, auction, close of business or any other method that does not involve approval by the Company.  This license is for you alone.  You acknowledge that in the event of your breach of your obligations under this Section that the Company would incur damages, but that the damages may be of a nature that would be difficult to determine with particularity.  You agree that the liquidated damage amount of $15,000 per unlicensed seat that is used as a result directly or indirectly of your actions is a reasonable estimate of the damages the Company would incur and that this amount is a negotiated liquidated damage figure and is not a penalty. 

 

  1. US GOVERNMENT RESTRICTED RIGHTS

The Software provided hereunder is a “commercial item.” As that term is defined in 48 C.F.R.2.101, consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R.12.212. Consistent with 48 C.F.R.12.212 and 48 C.F.R.227.7202-1 through 48 C.F.R.227.7202-4, the Software made available to the United States of America, its agencies and/or instrumentalities, is provided with only those rights set forth in the Agreement.  Use, duplication or disclosure of the Software by the government is subject to the restrictions as set forth in subparagraph (c) (1) and (2) of the Commercial Computer Software – Restricted Rights clause at 48 C.F.R.52.227-19, as amended, or any successor regulations thereto.

 

  1. EXPORT RESTRICTIONS

You represent and warrant that you will not, without obtaining prior written authorization from the Company and, if required, of the Bureau of Export Administration of the United States Department of Commerce or other relevant agency of the United State Government, export or re-export, directly or indirectly, the Software from the United States to (i) any country destination or entity to which export is restricted by the Export Administration Regulations of the United States Department of Commerce; (ii) any country or entity subject to sanctions administered by the Office of Foreign Assets Control, United States Department of the Treasury; or (iii) such other countries or entities to which export is restricted by any other United States government agency.  You further agree that you are solely responsible for compliance with any import laws and regulation of the country of destination of a permitted export or re-export, and any other import requirement related to a permitted export or re-export.

 

  • SERVICE AGREEMENT

 

  1. SERVICE RATES

The Company rates for Engineering are based on the Company’s quote as described in Section I above.

 

  1. TRAVEL

US Travel expenses are typically incorporated into our quoted pricing, unless stated otherwise.  In the event Travel expenses were not included in the Consulting Price and are to be billed separately all expenses associated with the travel (transportation, lodging, food, and miscellaneous expenses) will be invoiced as incurred at actual cost.

 

Travel is booked by Company staff twenty-one (21) days in advance of the scheduled service date.  If the service date is changed/cancelled by no fault of the Company within twenty-two (22) days of the scheduled service date all non-refundable expenses and change fees will be billed to the Purchaser.

 

  1. ENGINEER AVAILABILITY

Services provided by the Company’s personnel shall be subject to the availability of such personnel.  The Company requires purchase orders prior to the scheduling/reservation of any service dates. The Company should be notified of any date restrictions prior to the acceptance of our quote or issuance of your purchase order.  The Company shall have the right to deny any date requests within thirty (30) days (for domestic travel) and sixty (60) days (for foreign travel) of the receipt date of any given purchase order.  The Company retains the right to charge an additional fee for services requested within the thirty (30) day time period for domestic travel and sixty (60) day time period for foreign travel.

 

  1. WORK DAY DEFINED

The Company’s daily consulting fee is based on a standard work day of eight (8) hours.  A standard work day is Monday to Friday 8AM to 5PM with an hour for lunch.  If the workday exceeds the standard eight (8) hours the charge will be converted to an hourly rate rather than a daily rate and billed accordingly with any time over eight (8) hours billed at time and a half.  Saturday hours will be billed at time and a half and Sunday hours will be billed at double time.  All fees will be billed as stated above, unless defined separately and agreed to by both parties.

 

The Company bills at a minimum rate of ½ day for all Consulting Services performed on-site.  Remote Services are billed in half (½) hour increments.

 

  1. PURCHASER RESPONSIBILITIES

Purchaser shall provide the Company ready access to the site where Services are to be performed and adequate workspace and facilities to perform said services.  Purchaser shall not require the Company or its employees, as a condition to site access or otherwise, to further agree or enter into any agreement which waives, releases, indemnifies or otherwise limits or expands any rights or obligation whatsoever.  Any such agreements shall be null and void.  Purchaser shall inform the Company, in writing, at the time of order placement, of any known hazardous substance or condition at the site, including, but not limited to, the presence of asbestos or asbestos containing materials, and shall provide the Company with any applicable Material Data Safety Sheets regarding same.  Purchaser shall appoint a representative familiar with the site and the nature of the Services to be performed by the Company to be accessible at all times that the Company’s personnel are at the site.  The Company shall not be liable for any expenses incurred by Purchaser in removing, replacing, or refurbishing any Purchaser equipment or any part of Purchaser’s building structure that restricts the Company’s access.  Purchaser personnel shall cooperate with and provide any necessary assistance to the Company.  The Company shall not be liable or responsible for any work performed by Purchaser.

 

  1. DELAY IN PERFORMANCE OF SERVICES

The Company shall not be liable or responsible for cost, expense, or damage due to delay in performance of Services or other obligation when such delay is due to causes beyond the Company’s reasonable control, including, but not limited to, natural disasters, acts of government, power failure, acts of God, labor disputes, acts of war, or material or transportation shortages.

 

Purchaser will be responsible for Service Hours and costs associated with any Service scheduled when the Company’s personnel are available onsite to the Purchaser whether work is performed or not.

 

  1. SOLICITATION OF COMPANY EMPLOYEES

Purchaser agrees not to solicit, hire or otherwise engage any employees of the Company that provide Services to the Purchaser for a term of six (6) months beginning from the time the last Services were performed by that the Company’s employee.  The parties agree that any resulting damages from a violation of this provision would be difficult to calculate.  Thus the parties have agreed that in the event of such a violation, the Company will be entitled the liquidated damage amount of one hundred thousand dollars ($100,000) US.

 

  1. GENERAL

 

  1. GOVERNING LAWS

This Agreement shall be governed by and construed in accordance with the laws of the State of Connecticut, USA without regard for Connecticut’s conflicts of law principle.  The sole and exclusive jurisdiction and venue for any litigation arising from or related to this Agreement or the subject matter hereof shall be in a state or federal court located in Connecticut.  You hereby submit to the personal jurisdiction of the US District Court for the District of Connecticut and the Superior Court to the State of Connecticut.  This Agreement shall constitute the entire agreement between you and the Company with respect to the subject matter hereof.  Any waiver or modification of this Agreement shall be valid only if it is in writing and signed by both parties hereto.  If any part of the Agreement is found invalid or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall be interpreted so as to reasonably affect the intention of the parties.

 

  1. SURVIVAL

All provisions of this Agreement relating to confidentiality, non-disclosure, the Company’s proprietary rights, disclaimers, and limits of liability, attorney’s fees, or indemnification by Customer shall survive termination of this Agreement for any reason.

 

  1. RESERVATION OF RIGHTS

All rights not expressly granted are reserved by the Company.