Terms & Conditions of Sale

Agreement

These Terms and Conditions of Sale, together with any other document(s) that CORI² Inc. (CORI²) has attached hereto or executed that specifically reference these Terms and Conditions of Sale (such as a Purchase Order Confirmation or Quotation (collectively, “Agreement”) constitute the entire binding agreement between CORI² and you (“Buyer”) regarding the purchase, use,  services, and support from CORI² (collectively, “Software”) and supersede all other agreements and understandings, whether written or oral, between the parties. No additions, conditions, amendments, alterations, or modifications by Buyer or any other person, whether oral or contained in any other documents submitted from Buyer to CORI² will be binding on CORI², regardless of CORI²’s failure to object or CORI²’s installation of Software, unless otherwise agreed to in writing and signed by CORI².

Price

All prices exclude applicable United States federal, state, and local taxes as well as any applicable foreign taxes, which will be the responsibility of Buyer and unless Buyer is exempt therefrom and CORI² has received proper documentation therefor, such taxes will be added to the price of the Software or billed separately to Buyer where CORI² has the legal obligation to collect the taxes.

Payment Terms

Payment will be due net 30 days after the date of CORI²’s invoice, unless otherwise agreed in writing. All payments must be made in U.S. Dollars. CORI² reserves the right to charge at any time a monthly service charge of 2% or the highest rate allowed by law, whichever is lower, on accounts that are not paid when due, effective as of the first day after the due date.

Force Majeure

CORI² will not be liable to Buyer for any failure or any delay in fulfilling its obligations hereunder caused, in whole or in part, directly or indirectly, by fires, natural disasters, strikes, shortages of raw materials, supplies or components, retooling, upgrading of technology, delays of carriers, embargoes, government orders or directives, terrorist activities, or any other circumstance beyond the reasonable control of CORI².

Delivery Terms; Title

Unless otherwise agreed by CORI² in writing, all shipments to points in the U.S. will be delivered by CORI² FOB CORI²’s facility and all shipments to points outside the U.S. will be delivered by CORI² s FCA CORI²’s facility (as such term is defined in Incoterms 2013).  CORI² will arrange to install the Software to Buyer’s specified location(s). Title to and risk of loss or damage for all Software will pass to Buyer upon CORI²’s installation of the Software to theBuyers specific location(s).

Inspection/Acceptance; Returns

Buyer must inspect  report claims for defects, damages, shortages or receipt of wrong Software which are discoverable on a audit of the Software within 30 days of delivery or the Software will be deemed irrevocably accepted and such claims will be deemed waived. The terms and conditions for returning any Software purchased from CORI² will be those contained in CORI²’s Returned Material Authorization Policy (“RMA”) in effect as of the date of shipment of the Software to Buyer.

Limited Warranty

CORI² warrants to Buyer that Software will be free from defects in material and workmanship under normal use for 12 months following installation of the software at the Buyers location(s).  The warranty does not cover and CORI² will have no warranty obligation whatsoever with respect to any damage to a Software caused by or associated with: (i) usage not in accordance with software instructions or usage for a purpose not indicated on the labeling or “off-label use”; (ii) abuse, misuse, neglect, improper maintenance or storage, accident, vandalism, or the negligence of any party other than CORI². Such Software carry the original manufacturer’s warranty and Buyer must submit warranty claims regarding such Software to CORI² for processing. CORI² EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS WARRANTIES ARISING FROM COURSE OF DEALING AND USAGE OF TRADE, AND CORI2 DOES NOT REPRESENT OR WARRANT THAT ANY SOFTWARE WILL MEET BUYER’S REQUIREMENTS. Notice of a defective Software must be given to CORI² in writing within 10 days following the discovery of such defect prior to the expiration of the warranty period in order to recover under the warranty.  Any Software returned due to a defect will be subject to the RMA. CORI²’s SOLE LIABILITY under the warranty will be, at CORI²’s option, to either replace or repair the defective Software.

License

The Software includes proprietary software and documentation owned by CORI² (“Software”), which is hereby licensed to Buyer under a non-exclusive, non-transferable license solely for Buyer’s own internal business use in connection with the use of the Software and in accordance with the user documentation provided by CORI². Customer shall not (a) modify, copy, enhance, make derivative works of the Software, (b) disassemble, decompile, reverse engineer or otherwise derive human readable code from the Software, or (c) license, sublicense, lease, rent, assign, transfer, or otherwise distribute the Software.

Limitation of Liabilities and Remedies

UNDER NO CIRCUMSTANCES WILL  CORI² ANY LIABILITY TO BUYER FOR, AND BUYER EXPRESSLY WAIVES, ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES OF ANY DESCRIPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER ARISING OUT OF WARRANTY OR CONTRACT, NEGLIGENCE OR OTHER TORT, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, FORESEEABLE BUSINESS LOSSES, LOSS OF PROFITS, AND RELIANCE DAMAGES. BUYER AGREES THAT UNDER NO CIRCUMSTANCES WILL CORI²'s’ LIABILITY RELATING TO ITS SALE OF SOFTWARE TO BUYER FOR ANY CAUSE EXCEED THE PURCHASE PRICE PAID BY BUYER FOR THE PARTICULAR SOFTWARE INVOLVED. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, THE REMEDIES SET FORTH IN THIS AGREEMENT WILL APPLY EVEN IF SUCH REMEDIES FAIL THEIR ESSENTIAL PURPOSE.

Indemnity

To the fullest extent permitted by law, Buyer will indemnify, defend, and hold harmless CORI², including CORI²’s officers, directors, agents, employees, subsidiaries, affiliates, parents, successors, and assigns, from and against any claim, demand, cause of action, debt, liability, loss, fine, damage, or expense (including reasonable attorneys’ or legal fees, expenses, and court costs) (collectively, “Liabilities”) that relates to: (i) Buyer’s modification of or addition to any Software(s); (ii) Buyer’s breach of this Agreement; (iii) Buyer’s gross negligence or willful misconduct; or (iv) damage to a third party by any Software distributed or resold by Buyer to the extent such claim is based on (a) Buyer’s modification of or addition to the Software, misuse or abuse of the Software, or breach of any provision in this Agreement; (b) Buyer’s failure to abide by all applicable laws, rules, regulations, and orders that affect the Software; (c) Buyer’s gross negligence or willful misconduct; or (d) intentional harm to any person or property caused by Buyer.

Governing Law/Venue

This Agreement, any sales hereunder, and any claim, dispute, or controversy between Buyer and CORI² arising from or relating to this Agreement, its interpretation, or the breach, termination, or validity thereof, will be governed by and construed in accordance with the laws of the State of Oregon, without regard to conflicts-of-law rules.  Any and all disputes arising under this Agreement will be dealt with under the exclusive jurisdiction and exclusive venue of the federal or state courts located in Portland, Oregon, to the exclusion of all other courts. Each party expressly agrees to submit to the jurisdiction of such courts.

Modification and Waiver

Except as otherwise provided in Section 1 of this Agreement, no purported amendment or modification of any provision hereof will be binding unless set forth in writing and signed by an officer of each party. No waiver of any provision hereof will be effective unless in writing and signed by an officer of the waiving party. Any waiver will be limited to the circumstance or event specifically referenced in the written waiver document and will not be deemed a waiver of any other term of this Agreement or of the same circumstance or event upon any recurrence thereof. The failure of either party to enforce any provision of this Agreement at any time will not be construed to be a waiver of such provision nor of the right of such party thereafter to enforce such provision.

Validity

If any provision of this Agreement is held to be invalid or unenforceable in any respect, the remaining terms and conditions of this Agreement will remain in full force and effect as if such invalid or unenforceable provision had not been included herein.

Trademarks; Copyrights

Buyer may use the “CORI²” name and CORI²’s product names solely for the purpose of accurately identifying the CORI² branded Software that Buyer markets or sells. Buyer agrees that any such use will be in accordance with all guidelines provided by CORI² and Buyer agrees to change or correct, at its own expense, any label, material, or activity that CORI² decides is inaccurate, objectionable, or misleading, or constitutes, in CORI²’s sole discretion, a misuse of CORI² s name, trademarks, service marks, logos, or copyrighted works. Buyer may not use the CORI² name or CORI²’s product/software names for any other purpose. Buyer may not register or use any domain name or business name containing, or confusingly similar to, any name or mark of CORI². All brochures, advertising and marketing materials and other documents related to Software that are prepared or used by Buyer (other than those supplied by CORI²) must be approved in writing by CORI² prior to use.

Traceability

Buyer will create and maintain accurate records of all activities and events related to the Software to the extent necessary to ensure product traceability. The records will be constructed in such a manner that all significant activities or events will be traceable for a period of not less than 2 years after the device has been taken out of service. Such records must be clear, readily available, and include the following: (i) each order received and accepted; (ii) the serial or lot number and expiration date of the Software(s) and the address where Software(s) are delivered; (iii) the method of identifying the invoice issued to a customer; and (iv) each customer credit issued and the reason therefor.

Customer Complaints

Buyer will cooperate fully with CORI² in dealing with customer complaints concerning the Software and will take such action to resolve such complaints as deemed necessary or appropriate by Buyer or as may be otherwise reasonably requested by CORI². Buyer agrees to report to CORI² any complaint regarding a Software of which Buyer becomes aware within 5 working days of receiving the complaint or 2 calendar days if a death or serious injury is involved. Buyer agrees to assist CORI² to facilitate the resolution of complaints. For purposes of this Agreement, a complaint can be the occurrence of any of the following: (i) receipt of any Software(s) quality claims, medical claims or complaints or other written claims or complaints; or (ii) receipt of any written communication from any applicable regulatory agency pertaining to a Software.

Assignment

Buyer will not assign, delegate, or permit any other transfer of this Agreement (by stock sale, merger, or otherwise) without CORI²’s prior written consent. Buyer will not, without the prior written consent of CORI², appoint any sub-distributors in connection with the performance of this Agreement.