The terms and conditions detailed herein (“Agreement”) apply to your (“Customer”) purchase from Soliton of licenses to use Soliton software (“Software”), as well as training, services, and support related to Software (“Services”). THIS AGREEMENT SHALL APPLY UNLESS CUSTOMER AND SOLITON HAVE ENTERED INTO A SEPARATE SIGNED AGREEMENT APPLICABLE TO THE PURCHASE OF THE PRODUCTS OR SERVICES. By placing an order with Soliton, Customer agrees to be bound by the terms of this Agreement. SOLITON EXPRESSLY OBJECTS TO AND REJECTS ANY TERMS AND CONDITIONS IN CUSTOMER’S PURCHASE ORDER OR OTHER SIMILAR DOCUMENT. IF CUSTOMER DOES NOT AGREE WITH THESE TERMS, THE CUSTOMER SHALL PROMPTLY NOTIFY SOLITON
1. PRICES AND ORDERS
Prices are set forth in the quotation issued by Soliton to Customer (“Quote”). All Quotes expire thirty (30) days from date of issuance, unless otherwise stated in the Quote. All orders are subject to acceptance at the sole discretion of Soliton. Orders will be considered accepted once Soliton books an order and sends Customer a sales order acknowledgement. Soliton shall not be bound by changes to an order unless agreed by Soliton in writing. Soliton reserves the right to cancel any order if any information provided by Customer to Soliton is inaccurate. Soliton reserves the right to suspend or cancel any order if the Customer has any outstanding payments due to Soliton or is not in good standing.
2. PAYMENT AND INVOICING
Payment shall be due within thirty (30) days from the date of invoice. Payment shall be in the currency listed on the Soliton invoice. If there are multiple units in an order, each unit will be invoiced when shipped.
3. DELIVERY, TITLE and RISK OF LOSS.
Title and risk of loss to Products (for Software, the media) shall pass to Customer upon shipment from Soliton, its warehouses, or its affiliated companies; provided however, Soliton retains a security interest and right of possession in the Products until Customer makes payment to Soliton in full. For orders to be delivered, Soliton will arrange the shipping and the shipping fees and handling; however, Customer is responsible for customs, formalities and clearance, unless otherwise indicated by Soliton. Shipment dates provided by Soliton are estimates only, and Soliton shall have no liability for losses or claims resulting from late delivery of Products.
4. TAXES
Prices mentioned in the invoice shall exclude all taxes. The Customer shall be responsible for sales tax, service tax, value added tax, and other taxes as may be applicable from time to time (“Taxes”) arising from the purchase of the Products and Services. If Customer is exempt from any Taxes, it must provide Soliton with the appropriate tax exemption document at the time the order is placed.
5. SOFTWARE
Software is licensed pursuant to the software license agreements provided with the software. All software is licensed, not sold, and title to the software remains with the applicable licensor(s).
6. SERVICES
In addition to the terms and conditions of this Agreement, Services provided by Soliton are also subject to any service agreements or statements of work agreed upon in writing by the parties or, as applicable.
7. SUPPORT
Soliton provides twenty-five (25) hours of free remote support that is included as part of the License which can be used within one (1) year from the date of activation/renewal of license for any different needs like first device bring-up, initial software/system setup, device specific support for easy start, etc. Any further, remote support as required by the Customer will be quoted at USD 50 per hour on a need basis.
8. SOFTWARE UPGRADES
Soliton, at its discretion, might choose to upgrade its tool at any time. The updated version will be available for purchase by the Customer at an additional cost depending on the features available in the upgraded software version.
9. LIMITED WARRANTY
For a period of one (1) year from the date of activation/renewal of license, Soliton warrants that the Software (i) will perform substantially in accordance with the applicable documentation provided with the Software and the Software media will, in the form received from Soliton, be free from defects in materials and workmanship. Soliton warrants that the Services will be performed in a good and workmanlike manner. The Complimentary Interposer Board is not covered under Warranty.
If Soliton receives notice of a defect or non-conformance during the applicable warranty period, Soliton will, in its sole discretion: (i) repair or replace the affected product, (ii) re-perform the affected Services, or (iii) refund the fees paid for the affected product or Services. Any bugs, defects or non-conformance must be documented and reported with sufficient detail to enable Soliton to duplicate it.
This Limited Warranty does not apply if the defect of the product resulted from improper or inadequate maintenance, installation, repair; unauthorized modification; improper environment; use of an improper hardware or software key; improper use or operation outside of the specifications for the Hardware or Software; improper voltages; accident, abuse, or neglect; or a hazard such as lightning, flood, or other act of nature. THE REMEDIES SET FORTH IN THIS SECTION ARE EXCLUSIVE AND THE CUSTOMER’S SOLE REMEDIES, AND SHALL APPLY EVEN IF SUCH REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE
This warranty as to Software shall be null and void if all or any part of the Software is modified by customer or persons acting on behalf of the customer. However, the Complimentary interposer board is not covered under this warranty.
10. NO OTHER WARRANTIES
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PRODUCTS AND SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND AND SOLITON DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, WITH RESPECT TO ALL PRODUCTS AND SERVICES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON- INFRINGEMENT, AND ANY WARRANTIES THAT MAY ARISE FROM USAGE OF TRADE OR COURSE OF DEALING. SOLITON DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE USE OF OR THE RESULTS OF THE USE OF THE PRODUCTS OR SERVICES IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. SOLITON DOES NOT WARRANT THAT THE OPERATION OF THE PRODUCTS WILL BE UNINTERRUPTED OR ERROR FREE.
11. LIMITATION OF LIABILITY
IN NO EVENT, WHETHER IN CONTRACT,TORT OR OTHERWISE SHALL SOLITON, ITS PARTNERS OR SUPPLIERS BE LIABLE TO YOU OR ANY THIRD PARTIES UNDER THIS AGREEMENT FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES,COSTS, LOSSES OR EXPENSE, (INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OR INTERRUPTION OF USE, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, DAMAGE TO NETWORKS, EQUIPMENT, OR HARDWARE, OR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR TECHNOLOGY) REGARDLESS OF WHETHER THE CLAIM FOR SUCH DAMAGES IS BASED IN CONTRACT, TORT, OR ANY OTHER LEGAL THEORY AND IN NO EVENT SHALL SOLITON’S MAXIMUM AGGREGATE LIABILITY TO THE CUSTOMER IN CONNECTION WITH THIS AGREEMENT EXCEED THE ORIGINAL PURCHASE PRICE OF THE SOFTWARE OR OTHER AMOUNTS PAID BY THE CUSTOMER, EVEN IF THE OWNER HAS BEEN ADVISED OF SUCH DAMAGES. SOLITON SHALL HAVE NO LIABILITY WHERE THE SOFTWARE IS NOT INSTALLED OR USED IN ACCORDANCE WITH THE DOCUMENTATION.THE FOREGOING LIMITATIONS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
12. PROPRIETARY RIGHTS
Soliton reserves all right, title, and interest in any intellectual property rights contained or embodied in Products, or resulting from the Services, including any custom developments created or provided by Soliton under this Agreement. Nothing in this Agreement will be deemed to grant the Customer any ownership rights in or license rights to such intellectual property.
13. FORCE MAJEURE
Soliton shall not be responsible for any delay or failure to perform due to any cause beyond its reasonable control, including acts of terrorism, nature or governments; interruptions of telecommunications, power or transportation; failure of contractors or suppliers; or inability to obtain necessary labour or materials (“Force Majeure”). In the event of a Force Majeure, Soliton reserves the right to cancel the applicable order.
14. UPDATES
Soliton reserves the right to update this Agreement at any time, effective upon posting an updated version at; however, the terms and conditions in effect at the time of purchase shall apply to that purchase of Products or Services.
15. LIMITATION PERIOD
SOLITON SHALL NOT BE LIABLE FOR ANY CLAIM ARISING FROM AND/OR CONCERNING THIS AGREEMENT AND/OR ITS SUBJECT MATTER BROUGHT MORE THAN TWOYEARS AFTER THE OCCURRENCE CAUSING THE LOSS AND/OR DAMAGE GIVING RISE TO SUCH CLAIM (REGARDLESS OF WHETHER SUCH OCCURRENCE WAS DISCOVERABLE AT THE TIME).
16. GENERAL TERMS
This Agreement, and any terms incorporated herein by reference, constitutes the entire Agreement between the parties with respect to the subject matter hereof and supersedes all prior understandings or agreements, whether written or oral, with respect to that subject matter. Customer acknowledges reading this Agreement, understands these terms, and agrees to be bound by them. This Agreement may not be altered, supplemented, or amended by the use of any other document unless otherwise agreed in writing by Soliton. No delay or failure by Soliton to exercise any right it has under this Agreement shall impair or be construed as a waiver of such right. A waiver of any provision of this Agreement by Soliton must be in writing and shall not be construed as a waiver or modification of any other term hereof, or as a continuing waiver of any provision. The term ”including” as used in the Agreement should be construed as “including without limitation”. For the avoidance of doubt, whenever the term “purchase” is used herein with respect to Software, it shall mean the purchase of a license for Customer to use the applicable Software. If any part, term, or provision of this Agreement is held illegal, unenforceable, or in conflict with any applicable and enforceable law, the validity of the remaining portions or provisions of this Agreement shall not be affected, and the illegal, unenforceable, or conflicting part, term, or provision shall be reformed by a court of law with binding authority to the maximum extent possible to reflect the intent of this Agreement. The doctrine that any ambiguity contained in a contract shall be construed against the party whose counsel has drafted the contract is expressly waived by each of the parties with respect to this Agreement.
17. USE OF LOGO
These terms authorize Soliton to use your logo and/or trademark without notice to or consent by the Customer, in connection with certain promotional materials that Soliton may disseminate to the public. The promotional materials may include, but are not limited to, brochures, video tape, internet website, press releases, advertising in newspaper and/or other periodicals, lucites, and any other materials relating to the fact that Soliton has a business relationship with the Customer and such materials may be developed, disseminated and used without Customers’ review. Nothing herein obligates Soliton to use the Customer’s logo and/or trademark, in any promotional materials.