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Terms & Conditions

Fees and Payment Terms.
Customer shall pay to AGDisplays with respect to the initial Products ordered hereunder, the Product Fees specified in Sales Quotation above. Future orders of Products may be submitted by Customer in the form of the Sales Quotation above and, if accepted by AGDisplays, will be subject to these Terms and Conditions and in accordance with AGDisplays' standard Fees List in effect at the applicable delivery date requested in such additional order. AGDisplays reserves the right to change its standard Fees List without prior notice, and to accept or reject orders for Product in its sole discretion. Customer shall pay all invoices issued under this Agreement in U.S. dollars within thirty (30) days from date of invoice.
Taxes.
Customer will pay or reimburse AGDisplays for all sales, use, value-added and other taxes (except U.S. taxes on AGDisplays net income), and all customs duties and tariffs now or hereafter claimed or imposed by any governmental authority upon the sale of the Products, or payments to AGDisplays under this Agreement. If Customer is required by law to deduct or withhold any taxes from any amount payable to AGDisplays hereunder, then the amount payable hereunder shall be increased so that after making all required deductions and/or withholdings (including deductions and withholdings applicable to any additional amounts payable under this section), AGDisplays receives an amount equal to the amount it would have received had no such deductions or withholdings been made, and Customer shall, after making full payment of any such tax, provide AGDisplays copies of tax receipts evidencing payment of such taxes.
Shipment and Delivery.
AGDisplays will use commercially reasonable efforts to ship the Products at the times requested in Sales Quotations accepted by AGDisplays (in partial or full shipments); provided, however, that AGDisplays shall in no event be liable for any delay in delivery or for failure to give notice of delay. Without liability to any person and without prejudice to any other remedy, AGDisplays may withhold or delay shipment of any order if Customer is late in payment or is otherwise in default under this Agreement. AGDisplays and its licensors shall retain all right, title and interest in the Intellectual Property incorporated within the Product(s). Customer assumes the risk of loss, damage, theft or destruction of the Evaluation Product(s) while in Customer's possession and during transportation.
License.
Subject to the terms and conditions of this Agreement, and Customer's compliance therewith, AGDisplays grants Customer a nonexclusive, nontransferable, non-sublicensable license to use the Product and the accompanying documentation ("Documentation") only for Customer's internal business purposes in conjunction with Customer's use of the Services during the term and only in and as part of the specific hardware into which it is incorporated or designated by AGDisplays. Except for the license granted under this Section 4, AGDisplays and its licensors shall retain all rights, title, and interest in and to the intellectual property incorporated in the Product and Documentation and all copies thereof. AGDisplays shall use commercially reasonable efforts to provide the services described in the Sales Quotation.
Restrictions.
Customer shall not (and shall not permit any third party to): (i) modify, incorporate or use in any other works, translate, reverse engineer (except to the limited extent applicable statutory law expressly prohibits reverse engineering restrictions), decompile, disassemble, otherwise attempt to create derivative works based on the Products (except as explicitly authorized in the Documentation); (ii) make unauthorized copies of the Products;(iii)distribute or market the Products or Documents; or (iii) remove any proprietary notices, labels or marks on the Products or Documentation; (iv) use the Product in violation of the Documentation; without limiting any other available remedies, AGDisplays shall automatically receive (and Customer hereby grants) a nonexclusive license to fully exploit any technology or intellectual property right directly or indirectly arising or resulting from any violation of these restrictions. No rights or licenses are granted except as expressly and unambiguously set forth herein.
Warranty.
AGDisplays warrants the display to be fee from defects in workmanship and material for a period of 12 months from the date of manufacture. If during the warranty period the goods should prove defective as determined by AGDisplays, AGDisplays shall have the option to either (i) repair or replace (ii) refund the purchase price of the good upon its receipt. AGDisplays requires the return of all defective material unless otherwise specified in a negotiated agreement to establish any claim.
Liability Limitation.
In no event shall AGDisplays or its suppliers or licensors terms and conditions be liable under any legal or equitable theory (including, without limitation, contract, tort, strict liability or otherwise) arising out of the use of or inability to use the product or any other subject matter of this agreement, for any (i) incidental, special or consequential damages whatsoever (including, without limitation, damages for loss of profits, business interruption, loss of information, or other pecuniary loss), (ii) matter beyond its reasonable control, (iii) cost of procurement of substitute goods, technology, services or rights or (iv) amount in excess of the amount actually received by AGDisplays from customer for the products provided hereunder. The foregoing limitations shall apply even if licensor shall have been informed of the possibility of such damages, and whether under any contract, negligence, strict liability or other legal or equitable theory.
Term and Termination.
This Agreement will commence on the Effective Date and will remain in effect so long as Customer retains ownership and control of the Product(s), unless earlier terminated in accordance with the provisions of this Agreement. Either party may terminate this Agreement due to a material breach of this Agreement by the other party if such material breach remains uncured for a period of thirty (30) days following receipt of written notice by the breaching party; provided that AGDisplays may terminate this Agreement and/or all licenses granted to Customer hereunder immediately upon written notice to Customer if Customer breaches any provision of Section 5 (Restrictions) or Section 9 (Confidentiality). Customer may terminate this Agreement, without cause, upon thirty (30) days written notice to AGDisplays. In the event of a termination of this Agreement, Customer shall immediately pay AGDisplays for all amounts that accrue on or before the effective date of the termination (whether or not such amounts were due prior to termination). Any termination of this Agreement by AGDisplays for cause shall also terminate the licenses granted hereunder and Customer shall cease all use of the Product(s). AGDisplays shall have the right to inspect and audit Customer's facilities to confirm the foregoing. Sections 1, 2, 5 and 8 through 10 shall survive termination of this Agreement.
Confidentiality.
Each party ("Receiving Party") agrees to hold in confidence, during the term of this Agreement and for Four (4) years after the termination or expiration hereof, any and all confidential and proprietary information of the other party ("Disclosing Party") not generally known to the public (the "Confidential Information"). Receiving Party agrees not to use the Confidential Information of the Disclosing Party except as necessary to fulfill its obligations hereunder, and not to disclose the Disclosing Party's Confidential Information to any person (other than the receiving party's employees having a need to know) without the prior written consent of the Disclosing Party. Without granting any right or license, the Disclosing Party agrees that the foregoing shall not apply with respect to any information that the Receiving Party can document (i) is or becomes (through no improper action or inaction by the Receiving Party or any affiliate, agent, consultant or employee of the Receiving Party) generally available to the public, or (ii) was in its possession or known by it without restriction prior to receipt from the Disclosing Party, or (iii) was rightfully disclosed to it by a third party without restriction, or (iv) was independently developed without use of any Confidential Information of the Disclosing Party by employees of the Receiving Party who have had no access to any such Confidential Information. The Receiving Party may make disclosures required by law or court order provided the Receiving Party uses diligent reasonable efforts to limit disclosure and to obtain confidential treatment or a protective order and allows the Disclosing Party to participate in the proceeding.
Miscellaneous.
This Agreement constitutes the entire agreement between Customer and AGDisplays pertaining to the subject matter hereof, and supersedes any and all written or oral agreements with respect to such subject matter. This Agreement and any disputes arising from or relating to the interpretation thereof shall be governed by and construed under Pennsylvania law without reference to its conflict of laws principles or the United Nations Conventions for the International Sale of Goods (which is hereby disclaimed). For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the state and federal courts located in Westmoreland, county. Only a writing executed by both parties may amend this Agreement. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. The failure of either party to act with respect to a breach of this Agreement by the other party or any third party does not constitute a waiver and shall not limit any rights with respect to such breach or any subsequent breaches. This Agreement may not be assigned or transferred by either party without the other party's consent; provided that AGDisplays may assign and transfer this Agreement without consent to a successor to all or substantially all its assets to which this Agreement relates. If any dispute arises between the parties with respect to the matters covered by this Agreement that leads to a proceeding to resolve such dispute, the prevailing party in such proceeding will be entitled to receive its reasonable attorneys' fees, expert witness fees and out-of-pocket costs incurred in connection with such proceeding, in addition to any other relief it may be awarded.