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STANDARD TERMS AND CONDITIONS OF SALE


    TERMS SPECIFIC TO PRODUCT SALES ONLY

     

    This Addendum A: Terms Specific to Product Sales Only (“Addendum A”) applies to any order for software, hardware, or Resold Services (“Products”) made by Customer, for its own internal use and not for resale, pursuant to a quotation issued by Rudio (“Quotation”). As used in this Addendum A, the term “Resold Services” refers to services (e.g. Software as a Service), which although ordered from Rudio, are procured from and supplied by a third party (i.e., Rudio does not directly perform or control the work) and are therefore considered Product. Any such orders shall be subject to the terms and conditions of this Addendum A.

    1.     Product Returns and Warranty Assistance.

    (a)   Customer acknowledges that Rudio is reselling all Products purchased by Customer and that Products are manufactured and/or delivered by a third party.

    (b)   To the extent available, Rudio shall pass through to Customer the manufacturer’s warranties for each Product and agrees to facilitate the manufacturer’s return policies. Products shall not be accepted for return to Rudio without Rudio’s written approval.  In no event will Rudio provide return or warranty coverage beyond that provided by the manufacturer. Products that are accepted for return may be subject to restocking fees.

    (c)   Customer acknowledges that the terms and conditions governing the use of Products (e.g., EULAs) shall be solely between Customer and the manufacturer of such Products.

    2. Product Use and Product Warranty Disclaimer.  Customer will not use the Products for use in life support, life sustaining, nuclear or other applications in which failure of such Products could reasonably be expected to result in personal injury, loss of life, or catastrophic property damage.  Customer agrees that Rudio is not liable for any claim or damage arising from such use.

    RUDIO MAKES NO WARRANTIES OF ANY KIND WITH REGARD TO THE PRODUCTS. RUDIO DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, AS TO THE PRODUCTS, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

    3. Shipment and Risk of Loss for Product Sales.  All shipments of Products to Customer will be FOB point of shipment. Insurance coverage, freight charges,    ​transportation costs, and all other expenses applicable to shipment to Customer’s identified point of delivery will be the responsibility of Customer. Risk of loss will pass to Customer upon delivery of the Products to the common carrier (regardless of who pays such common carrier) or Customer’s representative at the point of shipment.

    4. Product Security Interest. Customer grants Rudio a security interest in the Products detailed in each Quotation, as security for payment in full. Customer authorizes ​    Rudio to file and/or record any documents it deems necessary to perfect this security interest.

    5. Permitting Compliance for Product Sales.  Customer will obtain all licenses, permits, and approvals required by any governmental agency, foreign or domestic, having ​jurisdiction over the transaction.

​      6. Price and Payment. The prices set forth in any Quotation are exclusive of all taxes, duties, licenses, and tariffs, payment of which shall be Customer’s obligation. Prices
​  ​quoted are firm for thirty (30) days unless otherwise specified in the Quotation. Payment is due in advance of an order. In the event Customer chooses to finance its ​ ​  ​purchase using a third party, Customer remains liable for payment to Rudio until Rudio receives complete payment from such third party. All payments will be made in US ​ ​  currency.  Customer will pay interest in the amount of one and one-half percent (1.5%) per month, or the maximum allowed by law whichever is lower, on any outstanding ​ ​  balance owed. Without limiting the foregoing, if Customer’s account remains unpaid for thirty (30) days or more past the due date, Rudio reserves the right to suspend all ​ ​Products until all such overdue amounts (and any applicable interest charges, as specified above) are paid. In addition, Customer agrees to reimburse Rudio for all

    1.     expenses incurred in connection with the collection of amounts payable hereunder, including contingent fees, court costs, and reasonable attorneys' fees.

    2.     Export.  Customer agrees to comply with all export and re-export control laws and regulations as may be applicable to any transaction hereunder, including, without limitation, the Export Administration Regulations promulgated by the United States Department of Commerce, the International Traffic in Arms Regulations promulgated by the United States Department of State, and any of the regulations promulgated by the Office of Foreign Assets Control of the United States Department of the Treasury. Notwithstanding any sale of Products by Rudio, Customer acknowledges that it is not relying on Rudio for any advice or counseling on export control requirements. Customer agrees to indemnify, to the fullest extent permitted by law, Rudio from and against any fines, penalties and reasonable attorney fees that may arise as a result of Customer’s breach of this Section 7 (Export).

    3.     Cancelation. The purchase of Products may be canceled by Customer only upon written approval of Rudio and upon terms that indemnify Rudio against all losses related to such cancelation.

    4.     Limitation of Liability. NO MONETARY RECOVERY IS AVAILABLE FROM RUDIO FOR WARRANTY CLAIMS.  IN ADDITION, IN NO EVENT WILL RUDIO’S LIABILITY TO CUSTOMER EXCEED THE PURCHASE PRICE PAID FOR THE PRODUCT THAT IS THE BASIS FOR THE PARTICULAR CLAIM. RUDIO WILL NOT, IN ANY EVENT, BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST REVENUES, LOST OR DAMAGED DATA, AND LOSS OF BUSINESS OPPORTUNITY), HOWEVER CAUSED, ARISING OUT OF THE USE OF OR INABILITY TO USE THE PRODUCT, OR IN ANY WAY CONNECTED TO THIS ADDENDUM A, EVEN IF RUDIO HAS BEEN ADVISED OF SUCH DAMAGES AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY. THE FOREGOING LIMITATION OF LIABILITY WILL APPLY WHETHER ANY CLAIM IS BASED UPON PRINCIPLES OF CONTRACT, WARRANTY, NEGLIGENCE, INFRINGEMENT OR OTHER TORT, BREACH OF ANY STATUTORY DUTY, PRINCIPLES OF INDEMNITY, CONTRIBUTION, OR OTHERWISE.

  1. Survival.  Those provisions that by their nature should survive termination of this Addendum A, will survive termination.  Without limiting the generality of the foregoing statement, Sections 1 (Product Returns and Warranty Assistance), 2 (Product Use and Product Warranty Disclaimer), 6 (Price and Payment), 7 (Export), and 9 (Limitation of Liability) in this Addendum A shall survive any termination of this Agreement.