VERSAMETRICS TERMS AND CONDITIONS OF PURCHASE

These Terms And Conditions of Purchase (Terms and Conditions) shall govern all sales by Versametrics LLC (Versametrics) of Versametrics products and/or services (Products or Services), including without limitation, the Versametrics Dart devices and the related Versametrics Software (the Software) to its customers (each a Customer), whether through purchase orders, telephone order, purchasing agents, authorized resellers or Versametric's website(s) (each, an Order). Customer's purchase of any Products and Services is subject to and expressly limited by these Terms and Conditions, and Customer's receipt of the Products or Services shall constitute agreement to these Terms and Conditions. Any preprinted or other terms contained in any Customer purchase order or other Customer documentation shall be deemed objected to by Versametrics without need of further notice of objection and shall be of no effect nor in any circumstances binding upon Versametrics; provided, however, that in the event that Versametrics and Customer have entered into a master supply agreement or other written agreement signed by both parties for the purchase of Products, such written agreement shall control.

By clicking the I ACCEPT button (or its equivalent), purchasing, or using the Products, Customer agrees to be bound by these Terms and Conditions. If Customer does not agree to these Terms and Conditions, Customer should not purchase the Products and is not authorized to use the Products.

1. Orders; Delivery. All Orders are subject to acceptance by Versametrics. Versametrics will use reasonable commercial efforts to deliver the Products or Services pursuant to the Order and subject to these Terms and Conditions. Delivery dates are estimates only. Products are shipped F.O.B. shipping point and all risk of loss or damage to Products in transit is upon Customer. Customer shall be responsible for all shipping fees, including insurance charges, unless otherwise agreed by Versametrics.
2. Pricing; Payments. Prices are in U.S. dollars and are subject to change without notice. Versametrics reserves the right to require payment in advance, provided that any amounts invoiced to Customer are due and payable within thirty (30) days of the date of the invoice. Software license fees shall be due and payable on an annual basis in advance. If paying by credit card or other form of electronic payment, Customer hereby authorizes Versametrics to charge the credit card, debit card or bank account or other electronic payment provider provided by Customer to Versametrics for all fees due and payable in connection with the purchase of Products or Services. Customer warrants that the account information is accurate and current and that the account has sufficient funds to satisfy the fees incurred. Customer agrees to notify Versametrics of any changes in its payment information and to be responsible for any bank or credit card fees, penalties are charges resulting from the insufficiency of available funds. Amounts not paid when due, including by failure of Customer to maintain accurate and correct payment information, shall be subject to interest equal to 1.5% percent per month or the maximum legal rate, whichever is less. All payments shall be made in U.S. dollars. Customer is responsible for any tax, duty, customs or other fee of any nature, other than taxes on Versametrics's income, imposed on the sale of Products or Services by any federal, state, local or foreign government authority. Customer may only return Products (undamaged, unopened and that have been properly stored and handled) with a return authorization from Versametrics. Versametrics reserves the right to charge Customer a 20% return fee. If Versametrics is required to undertake collection or other legal efforts to collect payments due hereunder, Customer shall be fully responsible for and shall pay all of Versametrics' costs of collection including attorneys' fees, as permitted by law.
3. Conditions of Use. PRODUCTS ARE SOLD AND LICENSED FOR USE BY CUSTOMER END-USERS ONLY AND NOT FOR RESALE. Any purchase or use of Products and Software for distribution or resale (alone or as a component) requires a separate license or agreement from Versametrics. Customer shall not transfer or provide the Products to any third party without the prior written consent of Versametrics; provided that Customer may permit its employees and contractors access to the Products solely for use in performance of services for Customer. Except as expressly stated herein, the purchase of Product does not grant to Customer any right or license under any of Versametrics's patents or other intellectual property. Customer is solely responsible for use of the Products including Customer's compliance with applicable laws, rules and regulations and industry standards and for Customer's use of or reliance on any results generated by the Product. It is the Customer's responsibility to determine the suitability of any Products for Customer's purposes and to adopt such validation, verification or safety precautions as may be necessary or appropriate. Versametrics disclaims any and all responsibility for any injury or damage which may be caused by the failure of the Customer to follow applicable laws, rules or regulations, or Versametrics's Product instructions.
4. Confidentiality and Ownership. Customer represents and warrants that any information, technology, supplies, specifications, designs and materials it supplies to Versametrics will not infringe the intellectual property or other rights of any third parties. Any proprietary know-how or other information disclosed by Customer to Versametrics in connection with the provision of Products or Services (collectively, Customer Information) will remain the sole property of Customer and Versametrics will use Customer Information only for the purposes of carrying out the Services or delivery of Products. Customer acknowledges and agrees that Versametrics and its affiliates possess certain inventions, processes, know-how, trade secrets, improvements, other intellectual properties and other assets, including but not limited to analytical methods, procedures and techniques, procedure manuals, personnel data, financial information, computer technical expertise and software, which have been independently developed by or for Versametrics and its affiliates and which relate to the business or operations of Versametrics and its affiliates, including without limitation, relating to the Products and Software (collectively Versametrics Property). All Versametrics Property, as well as any improvements, modifications and enhancements thereto, are the sole and exclusive property of Versametrics. Customer will not use or disclose to any third party any confidential or proprietary information of Versametrics without Versametrics's prior written consent, except as expressly authorized in these Terms and Conditions. Customer shall not reverse engineer or attempt to reverse engineer any Product or Software.
5. Reports and Feedback. Customer may provide Versametrics with written or other feedback on a periodic basis or as requested by Versametrics regarding Customer's use of the Products, including its performance, usability, reliability, accuracy and any other impressions or opinions on the Products. Versametrics shall have the right, but not obligation, to use such feedback for any purposes, including modifying or making improvements to the Products, without attribution or further payment to Customer.
6. Software. Customer acknowledges and agrees that the Product is intended to work with the Software, which is available for license from Versametrics. Customer understands that if Customer does not have an active, paid-up license for use of the Software, the Product(s) may not function in accordance with its documentation and/or certain functionality, including data collection features, of the Products may be unavailable. Customer may purchase licenses for the Software from Versametrics, which licenses are available on a per device basis. Each separate device must have a separate active license. Installation and use of the Software is governed by and subject to these Terms and Conditions and the Versametrics End-User License Agreement (the EULA), which may be found here. If there are any conflicts between these Terms and Conditions and the EULA, the terms of the EULA will govern with respect to the Software.
7. DISCLAIMER OF WARRANTY. YOU HEREBY AGREE THAT THE PRODUCTS ARE PROVIDING WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. IF YOU ARE DISSATISFIED WITH THE PRODUCT OR THE PRODUCT IS NONCONFORMING, YOUR ONLY REMEDY FOR ANY FAILURE OF THE PRODUCT IS TO TERMINATE USE OF THE PRODUCT. CUSTOMER UNDERSTANDS THAT THE PRODUCTS ARE NOT INTENDED FOR EMERGENCY USE OR ANY USE IN WHICH FAILURE OR MALFUNCTION OF THE PRODUCT MAY RESULT IN DEATH OR SERIOUS INJURY OR HARM, INCLUDING IN THE FIELDS OF NUCLEAR INDUSTRY, AVIATION OR AEROSPEACE OR WEAPONRY.
8. Limitation of Liability. IN NO EVENT WILL VERSAMETRICS OR ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, SUBCONTRACTORS OR AGENTS BE LIABLE (INCLUDING, BUT NOT LIMITED TO, CONTRACT, NEGLIGENCE AND TORT LIABILITY) FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR PROPERTY DAMAGE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING WITHOUT LIMITATION, DAMAGES ARISING OUT OF CUSTOMER'S ORDER OR USE OF THE PRODUCTS, SOFTWARE OR SERVICES, EVEN IF VERSAMETRICS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. AS TO ANY VERSAMETRICS LIABILITY NOT LEGALLY SUBJECT TO THE FOREGOING, IN NO EVENT SHALL THE COLLECTIVE, AGGREGATE LIABILITY (INCLUDING WITHOUT LIMITATION, CONTRACT, NEGLIGENCE AND TORT LIABILITY) OF VERSAMETRICS OR ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, SUBCONTRACTORS OR AGENTS ARISING OUT OF THE PRODUCTS PURCHASED BY CUSTOMER UNDER THESE TERMS AND CONDITIONS EXCEED THE AGGREGATE AMOUNT PAID BY CLIENT TO VERSAMETRICS FOR THE PRODUCTS OR SERVICES GIVING RISE TO THE LIABILITY. Any claims by Customer arising under these Terms and Conditions or otherwise relating to the Products, Software or Services must be brought within one (1) year of the delivery of the Products or performance of Services.
9. Indemnification. Customer shall indemnify, defend and hold harmless Versametrics and its affiliates, and its and their directors, officers, employees and agents (each, a Versametrics Indemnified Party), from and against any and all losses, damages, liabilities, fines, reasonable attorney fees, court costs, and expenses (collectively Losses), joint or several, resulting or arising from any third-party claims, actions, proceedings, investigations or litigation relating to or arising from or in connection with the use of the Products, Software or the Services (including, without limitation, any Losses arising from or in connection with any study, test, device, product or potential product with which the Products are used), except to the extent such Losses are determined to have resulted solely from the negligence or intentional misconduct of the Versametrics Indemnified Party seeking indemnity hereunder.
10. Force Majeure. Versametrics will not be liable for delay or non-performance of any of its obligations hereunder, delivery of Products or its performance of the Services to the extent that such performance is prevented, prohibited or delayed by any circumstance for reasons beyond its control including, without limitation, strikes, lock-outs or labor disputes, fire, flood, natural disaster, pandemic, endemic or other public health crisis, governmental orders or guidelines, war, blockade, military operations, riot, civil commotion, plant breakdown, power outage, and computer or other equipment failure.
11. Agents. No agent, employee or other representative of Versametrics or its affiliates has the right to modify or expand these Terms and Conditions or Versametrics's standard warranty applicable to the Products and Services or to make any representations concerning the Products or Services other than those set forth in these Terms and Conditions. Any such affirmation, representation or warranty, if made, should not be relied upon by Customer and does not form a part of these Terms and Conditions.
12. Notices. All notices to Versametrics shall be made by overnight commercial courier, with proof of delivery, addressed as follows: Versametrics LLC. 3 Prestwick Pl. Durham, NC 27705
13. Export. Customer agrees that it will not in any form export, import, re-export, resell, ship or divert, directly or indirectly, any Product, Software or technical data or software furnished hereunder or the direct product of such technical data or software in violation of any laws or regulations of the United States or any other country relating to export and import control and/or use of the Product or technical data or software furnished hereunder outside of the United States, including without limitation the Export Administration Regulations of the U.S. Department of Commerce, the sanctions regulations of the U.S. Department of Treasury, and the International Traffic in Arms Regulations of the U.S. Department of State, as applicable.
14. Miscellaneous. The parties hereto are independent contractors and nothing in these Terms and Conditions shall be construed to create a partnership, joint venture or employment relationship between the parties. If any provision of these Terms and Conditions shall be determined to be invalid or unenforceable, such determination shall not affect the validity of the other provisions of the Terms and Conditions. Waiver by either party or the failure by either party to claim a breach of any provision of the Terms of Conditions shall not be deemed to constitute a waiver or estoppel with respect to any subsequent breach of any provision of the Terms of Conditions. Versametrics may assign or transfer its rights or obligations under these Terms and Conditions to any person or entity without the prior written consent of Customer. The Terms and Conditions, with the applicable Order and EULA, represent the entire agreement of the parties. No change or modification of these Terms and Conditions shall be effective unless it is in writing and signed by a duly authorized representative of Versametrics and Customer. Versametrics will accept Customer purchase orders for administrative convenience, but any terms of purchase orders that purport to modify or supplement the terms of this Agreement shall have no effect.
15. Governing Law and Venue. These Terms and Conditions of Sale shall be governed by and construed in accordance with the laws of the State of North Carolina, without regard to the conflicts of law principles thereof. Any disputes relating to these Terms and Conditions of Sale shall be adjudicated in the state or federal courts in the State of North Carolina and Customer hereby consents to the exclusive jurisdiction of such courts for purposes of any such litigation. Customer acknowledges and agrees that in the event of a breach or threatened breach by Customer of its confidentiality obligations herein, the terms of the EULA or other breach of Versametrics' intellectual property rights, Versametrics shall have no adequate remedy in damages and shall be entitled to injunctive relief against such breach or threat of breach without the requirement to post a bond or other security and in addition to such other rights and remedies that Versametrics may have at law or under these Terms and Conditions.