Coretest Systems General Terms

 WEBSITE TERMS OF USE

 

Coretest Systems Incorporated (Coretest) makes available for your use on this Web site (The “Site”) information, documents, software and products (collectively, the “Materials”) and various services offered by Coretest (collectively, the “Services”), are subject to the terms & conditions set forth in this document (the “Terms of Use”). By utilizing this Site, which includes your access, you agree to the Terms of Use. Coretest reserves the right to change the Terms of Use at its sole discretion.

Copyright; Limited License:
The Materials and Services on this Site are protected by copyright and/ or other intellectual property laws. Any unauthorized use of the Materials or Services at this Site may violate such laws. Except as expressly provided herein, Coretest and its suppliers do not grant any express or implied right to you under any patents, copyrights, trademarks, or trade secret information with respect to the Materials and Services.
Except as specifically permitted herein, no portion of the information or Materials on this Site may be reproduced in any form or by any means without the prior written permission of Coretest.
Use of Software:
The software and accompanying Materials that are made available to download from this site are the copyrighted work of Coretest and/ or its suppliers. Use of the software is governed by the terms and conditions of the end user license agreement that is provided with that respective software. You will be prohibited from downloading or installing any software that is accompanied or included by a user license agreement unless you agree to the terms and conditions as set forth in said software license agreements. If you do not agree to such terms, you will not be authorized to use said software.
Privacy Statement:
Coretest Systems Corporation recognizes and respects the right of privacy of our customers. We do not collect information about our visitors to this web site unless it is given voluntarily. If you send e-mail inquiries to Coretest, your personal information, including your e-mail address, will be used only for the purpose of responding to your inquiry. This information will not be shared with any third parties.If you choose to purchase Coretest products, you may be asked to provide personal information that may be transferred to Coretest business partners who assist in delivering our products and/ or services to you.
Links to Other Web Sites:
You may from time-to-time notice links to other non-Coretest web sites. These links are for informational purposed only. Coretest is not responsible for the availability or content of these Sites.

Warranties and Disclaimers:
Except as expressly provided otherwise in a written agreement between you and Coretest, all Materials and Services on this Site are provided “as is” without warranty of any kind, either express or implied, including, but not limited to, the implied warranties of merchantability or fitness for a particular purpose, or the warranty of non-infringement. Without limiting the foregoing, Coretest makes no warranty that (i) the Services and Materials will meet your requirements, (ii) The Services and Materials will be uninterrupted, timely, secure or error-free, (iii) the results that may be obtained from the use of the Services or Materials will be effective, accurate or reliable, (iv) the quality of any products, Services, or information purchased or obtained from this Site will meet your expectations, and (v) any errors in the software obtained from this Site will be corrected.

This Site could include technical or other mistakes, inaccuracies or typographical errors. Coretest may make changes to the Materials and Services at this Site, including the prices and descriptions of any products listed herein, at any time without notice. The Materials or Services at this Site may be out of date, and Coretest makes no commitment to update such Materials or Services.

Coretest assumes no responsibility for errors or omissions in the information, documents, software, Materials and/ or Services which are referenced by or linked to this Site. References to other corporations, their services and products, are provided “as is” without warranty of any kind, either express or implied.

In no event shall Coretest or its suppliers be liable to you or any third party for any special, punitive, incidental, indirect or consequential damages of any kind, or any damages whatsoever, including, without limitation, those resulting from loss of use, data or profits, whether or not Coretest has been advised of the possibility of such damages, and on any theory of liability, arising out of or in connection with the use of this site or of any web site referenced or linked to from this Site. Some jurisdictions prohibit the exclusion or limitation of liability for consequential or incidental damages. In no event shall Coretest’s total liability to you for all damages, losses, and causes of action (whether in contract, tort (including, but not limited to, negligence) or otherwise exceed the amount paid by you, if any, for accessing this Site.

The use of the Services or the downloading or other acquisition of any Materials through the Site is done at your own discretion and risk and with your agreement that you will be solely responsible for any damage to your computer system or loss of data that results from such activities. No advice or information, whether oral or written, obtained by you from Coretest or from the Site shall create any warranty not expressly stated in the terms of use.
Jurisdictional Issues:
Unless otherwise specified, the information and Materials in the Site are presented solely for the purpose of promoting programs, products and Services of Coretest and its affiliates. This Site is controlled by Coretest from its offices within the State of Nevada, United States of America. Coretest makes no representation that Materials in the Site are appropriate or available for use in other locations. Those who choose to access this Site from other locations do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable. Software from this Site may not be downloaded or otherwise exported or re-exported (I) into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Iran, Syria or any other country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Departments’ Table of Deny Orders. By downloading or using the software, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.
Other:
This agreement shall be governed by and construed in accordance with the laws of the State of Nevada, without giving effect to any principles of conflicts of law. If any provision of this agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity end enforceability of any remaining provisions. This entire agreement between the parties relating to the subject matter herein and shall not be modified except in writing, signed by both parties.

 

TERMS AND CONDITIONS OF SALE

 

THESE CORETEST TERMS AND CONDITIONS OF SALE CONSTITUTE THE ENTIRE AGREEMENT (“AGREEMENT”) BETWEEN CORETEST SYSTEMS, INC. (“CORETEST”) AND THE CUSTOMER INDICATED ON THE FACE HEREOF (“CUSTOMER”) WITH RESPECT TO PURCHASE OF PRODUCTS AND SERVICES SOLD BY CORETEST (SUCH PRODUCTS, “PRODUCTS”, AND SUCH SERVICES, “SERVICES”). CORETEST WILL NOT BE BOUND BY ANY TERMS OF CUSTOMER’S ORDER THAT ARE IN ADDITION TO OR INCONSISTENT WITH THE TERMS HEREIN. ACCEPTANCE BY CUSTOMER OF THESE TERMS WILL BE DEEMED MADE AT THE EARLIER OF CUSTOMER’S (1) ACCEPTANCE OR ACKNOWLEDGMENT OF RECEIPT OF THESE TERMS WITHOUT WRITTEN OBJECTION THERETO, (2) PLACEMENT OF A PURCHASE ORDER WITH CORETEST THAT REFERS TO A VALID QUOTATION FOR PRODUCTS, SERVICES OR THIS AGREEMENT, OR (3) FAILURE TO DELIVER TO CORETEST WRITTEN NOTICE OF CUSTOMER’S REJECTION OF THIS AGREEMENT WITHIN FIVE DAYS FOLLOWING DELIVERY OF PRODUCTS OR SERVICES.

1.    General:  This Agreement applies to all quotations, purchase orders, and acknowledgments relating to Products and/or Services. Acceptance of any Customer order by Coretest is made only on the express condition that the terms and conditions of this Agreement shall govern.  Coretest’s failure to object to provisions contained in any communication from Customer will not be deemed a waiver of any provision herein. Any additional or different terms proposed by Customer shall be deemed material, are objected to, and are hereby rejected unless specifically accepted in writing by Coretest.

2.    Taxes, Payment:  All prices are exclusive of all withholding, excise, sales, use and similar taxes, fees, or charges in each case imposed now or in the future by any governmental authority on the transactions or amounts payable hereunder. Customer will reimburse Coretest for any such tax, fee or charge, at the time of sale or thereafter.  Terms of payment are net 30 days from date of invoice unless otherwise agreed to in writing. All payments will be made in U.S. dollars unless otherwise agreed to in writing. Coretest has the right to charge interest on late payments at the rate of 1½ % per month, or the maximum amount allowed by law, if lower, from the due date until paid. If Customer’s financial condition changes or Customer’s payment history makes it advisable, Coretest may at any time change payment terms, including requiring payment prior to delivery.  If any proceeding is brought by or against Customer under bankruptcy or insolvency laws, Coretest has the right to cancel any outstanding orders.

3.    Cancellation and Rescheduling: An order may not be rescheduled or cancelled by Customer within thirty (30) prior to the delivery or performance date confirmed by Coretest. Customer may reschedule or cancel any order prior to such thirty (30) day period, subject to the payment by Customer to Coretest of Coretest's then-current rescheduling or cancelation charges.  If Customer cancels any order, Customer will have no rights to receive any ordered Products or Services.

4.    Title; Delivery; Acceptance: All sales of Products are made Ex Works (Incoterms 2000) Coretest’s plant or shipping point designated by Coretest.   Customer will be responsible and will reimburse Coretest for any shipping charges incurred by Coretest, including but not limited to, transportation charges and all taxes, duties, and any other governmental assessment applicable to any shipment. Title (subject to any software license agreement) and risk of loss shall pass to Customer at the time the Products are delivered to the carrier, and Customer shall be responsible to provide insurance against loss or damage. If Customer defaults for any reason, Coretest may decline to make further shipments or provide further Services without in any way affecting its rights under this Agreement. Customer agrees that all shipping and performance dates are estimates only.  All Products and Services will be deemed accepted upon delivery, and Customer waives any right of revocation. 

5.    Security Interest: Coretest reserves, until full payment has been received, a purchase money security interest in the Products sold hereunder and all proceeds thereof. Customer agrees to execute any document appropriate or necessary to perfect the security interest of Coretest, or in the alternative, Coretest may file this Agreement and/or any invoice as a financing statement and/or chattel mortgage. Coretest reserves all rights granted to a secured creditor under the Nevada Commercial Code, including the right to repossess the Products upon Customer’s default. Customer agrees to assist Coretest, at Customer’s expense, in Coretest’s repossession of the Products upon such default.

6.    Proprietary Rights; Software: Coretest and its suppliers retains ownership of all patents and other intellectual property rights in and to: (a) the Products and underlying technology (including, without limitation, the object and source code in any software contained therein) and related documentation and (b) any and all tools, materials, designs, data, know-how and other intellectual property used to provide the Services.  The Products are offered for sale and sold on the condition in every case that such sale does not convey any license, express or implied, under any patent or other intellectual property right of Coretest or its suppliers, and all such rights are reserved.  Customer’s use of any software included with or embedded in the Products (“Coretest Software”) and related documentation will be subject to the terms of the license agreement accompanying or provided with such Coretest Software (“Coretest Software License Agreement”), including any open source provisions. In the event of any conflict, ambiguity, or inconsistency between the terms of this Agreement and the terms of any Coretest Software License Agreement, the terms of the Coretest Software License Agreement shall govern the Coretest Software and related documentation.  Any deliverables provided by Coretest pursuant to the Services are provided to Customer on the same terms as the associated Product, except to the extent otherwise agreed in a hand-signed writing by an authorized representative of Coretest.

7.    Assignment; Transfer: Customer shall not assign or transfer this Agreement or any rights or obligations hereunder, by operation of law or otherwise, without the prior written consent of Coretest.  Any assignment in violation hereof shall be void.  Customer agrees that any transfer of Coretest Software to a new host computer requires the completion and submission by Customer to Coretest of a Coretest License Transfer Request form (available from Coretest upon request) and must comply with the Coretest Software License Agreement. Charges may apply.

8.    Governing Law and Venue: This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, U.S.A., without regard to any conflicts of laws principles that would require the laws of another jurisdiction to apply. Customer and Coretest consent to the exclusive jurisdiction of, and venue in, the state court of Whashoe County, Nevada, U.S.A., or the federal Nevada District Court , U.S.A., except nothing shall restrict Coretest from seeking relief to protect its intellectual property rights in any court of competent jurisdiction.  The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

9.    Limited Warranties; Exclusions; Disclaimer

9.1  Limited Warranties: The limited warranties for Products manufactured by Coretest (“Coretest Products”), if any, shall be as stated in Coretest’s then-current Statement of Warranty that is located at http://www.coretest.com/terms.php (“Coretest Statement of Warranty”); provided, however, that Coretest Software and related documentation are only subject to the warranty (if any) in the applicable Coretest Software License Agreement. Any Services purchased by Customer from Coretest will be performed in a professional and workmanlike manner. Customer’s exclusive remedy and Coretest’s sole and entire obligation for any breach of any Services warranty shall be for Coretest to re-perform the non-conforming Services or refund the amount paid by Customer to Coretest for such non-conforming Services. 

9.2  Exclusions:  The warranties in Section 9.1 do not cover, and Coretest will have no responsibility or liability of any kind, whether for breach of warranty or otherwise arising or resulting from: (i) combination of the Coretest Products or Services with products, equipment, parts, or software, not supplied by Coretest; (ii) any use of Coretest Products other than in accordance with this Agreement; (iii) normal wear and tear; (iv) any alteration, modification or repair of the Coretest Products by anyone other than Coretest or its authorized repair providers; (v) consumables or accessories accompanying or included in the Coretest Products;  or (vi) Coretest Products rendered defective or non-conforming, in whole or in part, due to: (1) neglect, misuse, electrical or electromagnetic stress, excess humidity, accident, fire or other hazard, (2) improper testing, handling, storage, transportation, operation, interconnection, or installation by anyone other than Coretest or its authorized repair providers, (3) failure to continually provide a suitable installation or operation environment, (4) any other cause beyond the range of normal use of the Coretest Products, or (5) any Customer product or any specification furnished by Customer if the defect or non-conformity would not have arisen but for such Customer product or specification furnished by Customer. Coretest does not warrant any Products, including any equipment, parts or software, not manufactured by Coretest (collectively, “Third Party Products”).  Any warranty for a Third Party Product is provided by the original manufacturer or software licensor. ALL THIRD PARTY PRODUCTS ARE PROVIDED BY Coretest “AS IS.”

9.3  Disclaimer

9.3.1  EXCEPT AS EXPRESSLY STATED in section 9.1, AND TO THE MAXIMUM EXTENT PERMITTED BY applicable LAW, Coretest disclaimS all express, implied AND/or statutory warranties relating to the products, services AND DOCUMENTATION, including merchantability, quality, accuracy, fitness for a particular purpose, TITLE, non-interference, and non-infringement. customer assumes all responsibilities for selection of the products, services and documentation TO ACHIEVE CUSTOMER’S INTENDED RESULTS, AND FOR THE INSTALLATION OF, USE OF, AND RESULTS OBTAINED.  Coretest does not warrant that use of the products or services will be secure, uninterrupted, error-free, OR that ALL ERRORS will be corrected, WHETHER OR NOT UNDER WARRANTY OR SUPPORT

9.3.2  Customer acknowledges that products involve the use of highly corrosive fluids at high pressures and temperatures.  These fluids include acids, solvents, brines, surfactants, etc.  The inherent nature of tests involving such fluids and/or test conditions of high temperature and pressure may cause accelerated wear on components associated with the test.  As such, customer agrees that said wear on components is considered to be “normal wear and tear” of the products and as such do not constitute a breach of the Limited Warranty in section 9.1.

9.3.3  CUSTOMER AGREES THAT Coretest AND ITS suppliers WILL HAVE NO LIABILITY WHATSOEVER FOR ANY CLAIMS, LOSSES, ACTIONS, DAMAGES, SUITS, OR PROCEEDINGS RESULTING FROM: (A) THE USE OF THE products, services OR DOCUMENTATION BY CUSTOMER OR THIRD PARTIES; OR (B) THE performance or non-performance of ANY products or services or the results obtained from any products or services, or damage to any PROPERTY. THESE LIMITATIONS APPLY EVEN IF Coretest HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

10.  Infringement:  Subject to Section 11, Coretest will at its own expense defend any suit instituted against Customer by a third party based on a claim that the Coretest Products infringe any United States patent, copyright or trade secret of such third party and will pay the damages finally awarded against Customer in such suit or agreed to by Coretest in settlement thereof; provided that Customer gives Coretest prompt written notice of any claim of infringement, gives Coretest sole control of the defense and settlement of any such claim, and provides reasonable cooperation in the defense and settlement thereof.  Notwithstanding the foregoing, Coretest will have no liability for any claim of infringement arising out of consumables or accessories accompanying or included in Coretest Products, modifications made by anyone other than Coretest, conformance by Coretest to specifications provided by Customer, or combination of Coretest Products with any products, equipment, or materials not furnished by Coretest.  If an infringement claim is made, or if Coretest believes an infringement claim is likely, Coretest may at its option and without obligation either secure for Customer the right to continue to use the affected Coretest Products, replace such Coretest Products with non-infringing products, or require return of the affected Coretest Products and provide a refund of the purchase price.  THE FOREGOING STATES CORETEST’S ENTIRE LIABILITY AND OBLIGATION WITH RESPECT TO INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS.

11.  Limitation of Liability: CORETEST SHALL NOT BE LIABLE FOR COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES, NOR FOR ANY LOSS OF BUSINESS, LOSS OF USE OR OF DATA, INTERRUPTION OF BUSINESS, LOST PROFITS OR GOODWILL, OR FOR INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR RELATED TO THE PRODUCTS OR SERVICES OR THIS AGREEMENT, EVEN IF CORETEST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES. CORETEST’S TOTAL CUMULATIVE LIABILITY TO CUSTOMER ARISING FROM OR RELATED TO THIS AGREEMENT SHALL IN NO EVENT EXCEED THE PRICE PAID BY CUSTOMER TO CORETEST FOR THE CORETEST PRODUCT OR SERVICES TO WHICH THE CUSTOMER’S CLAIM RELATES. CUSTOMER ACKNOWLEDGES AND AGREES THAT CORETEST WILL HAVE NO LIABILITY WHATSOEVER, INCLUDING FOR DIRECT OR ACTUAL DAMAGES, RELATED TO THIRD PARTY PRODUCTS. IF ANY LIABILITY FOR THIRD PARTY PRODUCTS IS ASSESSED TO CORETEST, CORETEST’S LIABILITY SHALL IN NO EVENT EXCEED THE PRICE PAID BY CUSTOMER TO CORETEST THAT IS RETAINED BY CORETEST WITH RESPECT TO SUCH THIRD PARTY PRODUCT.  CUSTOMER ACKNOWLEDGES AND AGREES THAT CORETEST’S AFFILIATES AND SUPPLIERS SHALL NOT HAVE ANY LIABILITY UNDER THIS AGREEMENT.

12.  Export Control: The Products and technical data or information provided hereunder may be subject to U.S. export control laws and regulations, and may be subject to export or import regulations in other countries. Customer agrees to comply strictly with all such laws and regulations and obtain all required licenses to export, re-export, or import the Products and technical data and information provided hereunder.

13.  Entire Agreement: This Agreement, along with any Coretest Software License Agreement and Coretest Statement of Warranty, constitutes the entire agreement between Coretest and Customer, and supersedes all previous communications, course of dealing representations and agreements, whether oral or written, between Customer and Coretest with respect to the subject matter hereof. This Agreement may not be modified, supplemented, qualified, or interpreted except in writing signed by an officer of Customer and Coretest. The failure by Coretest to enforce at any time any of the provisions in this Agreement will in no way be construed as a waiver of such provisions.  If any provision of this Agreement is unenforceable as written, the remainder of this Agreement will remain in effect and the unenforceable provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. Any rule of construction to the effect that ambiguities are to be resolved against the drafting party will not be applied in connection with the construction or interpretation of this Agreement.  The term “including” shall mean “including, without limitation”.

 
STATEMENT OF WARRANTY
 
Coretest Systems, Inc. (“Coretest”) warrants that the hardware and equipment components comprised in the Coretest products purchased by customer, as further described in the applicable order (the “Products”), shall be free from defects in materials and workmanship, under normal use, and the Products will conform to the Product specifications, as set forth in the applicable order accepted by Coretest at the time of sale (the “Limited Warranty”), for a period of one (1) year from the date of shipment (the “Warranty Period”).  This Limited Warranty does not apply to any Coretest software. Any warranty for any Coretest software is set forth in the software license agreement accompanying the Product.  Product sales are subject to Coretest’s standard terms of sale or the sales agreement executed by the authorized representatives of Coretest and customer for the purchase of such Product. Any additional or different terms proposed by customer shall be deemed material, are objected to, and are hereby rejected unless specifically accepted in a signed writing by Coretest referencing the standard terms of sale or the sales agreement.
 
In the event the Products fail to conform to the Limited Warranty, Coretest shall, as customer’s sole and exclusive remedy, and Coretest’s entire liability: (a) at Coretest’s sole option and expense, either repair or replace the non-conforming Product to make it conform to the Limited Warranty, or  (b) if the remedies specified in clause (a) hereof are not commercially feasible, as determined by Coretest, Coretest will refund to customer the amount paid by customer to Coretest for any such non-conforming Product upon its return to Coretest. Any repaired or replaced Product under this Limited Warranty will not extend the original Warranty Period. The Limited Warranty shall not apply to any Product rendered defective or non-conforming, in whole or in part, due to: neglect; misuse; electrical or electromagnetic stress; excess humidity; accident; fire or other hazard; alteration, modification or repair by anyone other than Coretest or its authorized repair providers; installation of unauthorized parts or software; improper testing, handling, storage, transportation, operation, interconnection, or installation; failure to continually provide a suitable installation or operation environment; use of the Product other than in accordance with Coretest’s written instructions; any cause beyond the range of normal use of the Products; or any customer product; or specification furnished by customer if the defect or non-conformity would not have arisen but for such customer product or specification furnished by customer.
 
This Limited Warranty shall not apply to, and Coretest makes no warranty regarding: (a) any and all consumables and accessories accompanying or included in the Products, and (b) parts, components, or products sold with the Products which Coretest did not manufacture. Coretest shall extend only those warranties that it receives from its manufacturers or suppliers, and which Corestest is authorized to pass through, to its customers. The remedies set forth in this Limited Warranty are exclusive and in lieu of all other remedies for the failure of any Product to conform to the Limited Warranty.
 
Important Normal Use Clarification: Coretest manufactures systems that involve the use of highly corrosive fluids at high pressures and temperatures. These fluids include, but are not limited to, acids, solvents, brines, surfactants, etc. The inherent nature of tests involving such fluids and/or test conditions of high temperature and pressure may cause accelerated wear on components associated with the test. As such, said wear on components is considered to be “normal wear and tear” and as such do not constitute a breach of the Limited Warranty.
 
DISCLAIMER. EXCEPT FOR THE LIMITED WARRANTY SET FORTH ABOVE, CORETEST DISCLAIMS ALL OTHER WARRANTIES, REPRESENTATIONS, AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY PURPOSE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CUSTOMER ACKNOWLEDGES THAT IT HAS RELIED ON NO WARRANTIES, STATEMENTS, OR REPRESENTATIONS, AND NO WARRANTIES, STATEMENTS, OR REPRESENTATIONS ARE MADE, BY ANY OF CORETEST’S EMPLOYEES, CONTRACTORS, SUPPLIERS, OR AGENTS.
 
LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CORETEST’S AGGREGATE CUMULATIVE LIABILITY, IF ANY, FOR DAMAGES RELATING TO THE PRODUCT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL NOT EXCEED THE ACTUAL PURCHASE PRICE PAID TO CORETEST FOR THAT PRODUCT GIVING RISE TO THE CLAIM. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CORETEST BE LIABLE FOR ANY SPECIAL, INDIRECT, EXEMPLARY, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OR, WITHOUT LIMITATION, FOR DAMAGES FOR PROCUREMENT OF SUBSTITUTE GOODS, LOST PROFITS, LOST DATA, OR INTERRUPTION OF BUSINESS OF ANY KIND, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE), CONTRACT, IMPOSED BY OPERATION OF LAW, STATUTE, OR OTHERWISE, EVEN IF CORETEST KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS OF LIABILITY ARE IN LIEU OF ANY EXCLUSIVE REMEDIES SET FORTH IN THIS LIMITED WARRANTY OR AVAILABLE UNDER STATE OR FEDERAL LAW.
 
 
 SOFTWARE LICENSE AGREEMENT
 
This Software License Agreement is made by and between Coretest Systems, Inc., a Corporation organized and existing under the laws of the State of Nevada, with its business offices located at 3555 Airway Dr., Ste. 303, Reno, NV 89511 ("Coretest") and ______________
 
W I T N E S S E T H:
 
WHEREAS, Coretest and Licensee have entered into a Purchase and Sale Agreement under the terms of which Coretest will sell to Licensee and Licensee will purchase from Coretest certain Coretest equipment; and
WHEREAS, Coretest hereby agrees to license to Licensee certain proprietary Coretest software for use by Licensee solely in conjunction with the Coretest equipment purchased by Licensee under the Purchase and Sale Agreement, on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and conditions set forth herein, the parties hereto do agree as follows:
 
1. Grant and Scope of License: Coretest hereby grants to Licensee, and Licensee hereby accepts, a non-exclusive, nontransferable license to install and utilize that Coretest proprietary software and related documentation (collectively, the "Software") on a single CPU residing on Recipient’s premises for Licensee's internal business purpose only, solely in connection with the Coretest equipment purchased by Licensee under the Purchase and Sale Agreement between Coretest and Licensee, stated below. Licensee shall not install the Software on any other equipment or utilize the Software for any purpose including loading said software on any network except as authorized in this Software License Agreement, without the prior written authorization of Coretest. Licensee shall not assign or delegate this Agreement, or assign, sublicense or transfer any of the Software, to any person, firm, corporation or other entity, without the prior written authorization of Coretest. Licensee hereby acknowledges that all Software licensed hereunder is furnished in machine-readable object code form only, and Licensee has no right of access to any of the source code or source listings of the Software or any portion hereof.
 
2. Restrictions on Modification and Reproduction: Licensee shall not modify, adapt, alter, translate or reconfigure any of the Software for any purpose whatsoever. Licensee shall not decompile, disassemble or reverse engineer the Software or any portion thereof. Licensee is hereby authorized to make a single copy of the Software for back-up and archival purposes only. Except as specifically provided in this Paragraph 2, Licensee shall not reproduce, duplicate or copy the Software or any portion thereof for any purpose whatsoever. Any such back-up or archival copy of the Software made by Licensee shall be stored in a locked cabinet, in a security location at Licensee's facility where the Coretest equipment is located.
 
3. Coretest's Warranty: Coretest hereby warrants that the Software, when properly installed on the Coretest equipment for which it was designed and used in accordance with the accompanying documentation, the Software will perform in accordance with Coretest's published specifications (“Software Warranty”) for a period of one (1) year from the date of shipment (the “Software Warranty Period”). In the event that any feature of the Software fails to substantially conform to the Software Warranty, as set forth in this Paragraph 3, Coretest will use commercially reasonable efforts to correct any reproducible error in the Software within thirty (30) days after Coretest's receipt of Licensee's written notice of such error during the Software Warranty Period or, if Coretest, at its sole discretion, determines that it is unable to correct such error, Coretest will refund to Licensee any amount paid to Coretest for such non-conforming Software, in which case Licensee’s right to use such Software will terminate. Any such error correction provided to Licensee will not extend the original Software Warranty Period.  Coretest shall have no warranty obligation or liability to the extent an error or defect is caused by: (i) any modification to the Software made other than by Coretest or its authorized contractors, (ii) any use of the Software in combination with other products, equipment, software, or data not developed or manufactured by Coretest if the error or defect would not have arisen but for such combination, (iii) any use of the Software not in accordance with this Agreement, or (iv) any failure to use any updates to the Software that are provided by Coretest.  
 
4. Disclaimer. CORETEST MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER THAT THE SOFTWARE WILL BE ERROR FREE OR UNINTERRUPTED OR THAT THE RESULTS OF LICENSEE’S USE WILL BE CORRECT, ACCURATE, OR RELIABLE. EXCEPT FOR THE EXPRESS LIMITED WARRANTY SPECIFIED IN SECTION 3 OF THIS AGREEMENT, THE SOFTWARE, AND ANY AND ALL SERVICES OR OTHER MATERIALS PROVIDED BY CORETEST HEREUNDER, ARE PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND. WITHOUT LIMITING THE FOREGOING, CORETEST DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, WITH REGARD TO THIS AGREEMENT, THE SOFTWARE, THE SERVICES AND/OR THE OTHER MATERIALS PROVIDED BY CORETEST HEREUNDER, INCLUDING, BUT NOT LIMITED TO, ANY AND ALL IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, ACCURACY, SATISFACTORY PURPOSES, AND FITNESS FOR ANY PARTICULAR PURPOSE.
 
5. Maintenance of the Software: Coretest shall provide maintenance and support for the Software pursuant to Coretest's Standard Software Maintenance Contract, provided that Licensee has executed such Software Maintenance Contract, and has paid to Coretest the maintenance and support fees required by that Maintenance and Support Contract.
 
6. Limitation of Liability: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CORETEST BE LIABLE TO LICENSEE FOR ANY SPECIAL, INDIRECT, EXEMPLARY, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF DATA, INTERRUPTION OF BUSINESS, PROPERTY DAMAGE OR INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS) ARISING FROM OR RELATED TO THIS AGREEMENT, THE SOFTWARE OR ANY SERVICES OR OTHER MATERIALS PROVIDED BY CORETEST HEREUNDER, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BY STATUTE, OR OTHERWISE, EVEN IF CORETEST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CORETEST'S TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT, THE SOFTWARE, AND ALL SERVICES AND ALL MATERIAL PROVIDED BY CORETEST HEREUNDER, EXCEED ONE HUNDRED U.S. DOLLARS ($100.00). THE EXISTENCE OF ONE OR MORE CLAIMS WILL NOT SERVE TO ENLARGE THIS LIMIT. THIS LIMITATION WILL APPLY NOT WITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY SET FORTH HEREIN.
 
7. Ownership of Intellectual Property Rights: Licensee hereby acknowledges that Coretest is the owner of all rights, title and interests in and to the Software and all patents, copyrights, trademarks, trade secrets and other similar proprietary rights (collectively "Intellectual Property Rights") embodied in or related to the Software. Licensee shall acquire no rights whatsoever with respect to the Software or any such Intellectual Property Rights, except as specifically provided in this Agreement, and Licensee shall take no action which, in the reasonable opinion of Coretest, might limit or impair Coretest's ownership of all rights, title and interests in and to the Software and Coretest's Intellectual Property Rights. Without limiting and generality of this Paragraph 7, Licensee shall not alter, obscure or remove any Coretest copyright notice or other proprietary rights notice from the Software, and shall assure that all such Coretest copyright notices and other proprietary rights notices appear on any back-up or archival or other copy of the Software made by Licensee pursuant to Paragraph 2 of this Software License Agreement.
 
8. Confidential Information: Licensee hereby acknowledges that the Software contains confidential information of Coretest, the unauthorized disclosure of which would cause irreparable injury to Coretest. Licensee shall not disclose or reveal any such Coretest confidential information to any other person, firm, corporation or other entity, and shall not use any such confidential information for any purpose except as specifically authorized in this Software License Agreement, without the prior written authorization of Coretest. Licensee shall take such actions as Coretest shall direct to prevent the unauthorized use or disclosure of any of Coretest's confidential information. Without limiting the generality of this paragraph 8, Licensee shall cause each of its employees that have access to any of the Software to execute a confidentiality agreement which prohibits the unauthorized use or disclosure of Coretest's confidential information. Coretest shall be entitled to injunctive relief to enforce its rights under this Paragraph 8.
 
9. Termination: In the event that Licensee breaches any of its obligations under this Software License Agreement, Coretest may terminate this Software License Agreement immediately upon termination of this Software License Agreement, Licensee shall immediately cease all use of the Software, and shall return to Coretest or destroy, as Coretest shall direct, all copies of the Software in its possession. Upon termination hereof, Coretest shall have no further obligation to Licensee under this Agreement or any Software Maintenance Agreement in effect as of the date of termination hereof.
 
10. United States Government Users: In the event that Licensee is an agency of the United States Government, Licensee acknowledges and agrees that the Software is commercial computer software, the use, duplication and disclosure of which are subject to the restrictions provided for Restricted Rights software under section 52.227-19 of the Federal Acquisition Regulations, 48 C.F.R. S 52.227-19 and section 252.227-7013 of the Department of Defense Supplement to the Federal Acquisition Regulations, 48 C. F. R. S 252.227-7013.
 
11. Export Restrictions: Licensee hereby acknowledges that the Software is subject to United States export controls, pursuant to the Export Administration Regulations, applicable provisions of the Export Administration Regulations, and shall not export, re-export, transfer, divert or disclose the Software, any confidential information contained or embodied in the Software, or any direct product thereof, except as authorized under the Export Administration Regulations.
 
12. Governing Law and Disputes: This Software License Agreement shall be governed by the Laws of the State of Nevada. Any Dispute hereunder shall be subject to the jurisdiction of the courts, including the United States District Court, in Nevada. Licensee hereby irrevocably submits to the personal jurisdiction of the courts in Nevada for the resolution of disputes hereunder. Notwithstanding the provisions of this Paragraph 12, Coretest shall have the right to seek relief, including injunctive relief, in any court of competent jurisdiction to prevent or enjoin any misappropriation, misuse, any misappropriation, misuse, unauthorized disclosure or infringement of any of Coretest's Intellectual Property Rights or confidential information.
 
13. Entire Agreement: This Software License Agreement constitutes the entire agreement between the parties, and supersedes all prior agreements, understandings and communications between the parties with respect to the subject matter hereof.  No modification of this Software License Agreement shall be binding on the parties unless in writing and signed by each of the parties.  The failure by Coretest to assert any of its rights hereunder shall not be deemed to constitute a waiver of Coretest's right thereafter to enforce each and every provision of this Software License Agreement in accordance with its terms.
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