GENERAL TERMS AND CONDITIONS.

  1. Applicability.

    1. These terms and conditions (these "Terms") are the only terms which govern the sale of the products (including, as appropriate, any products provided in connection with services) ("Products") or the provision of services (“Services”) by Standard Calibrations, Inc., a Virginia corporation ("SCI") to the buyer as set forth in the SOW or Purchase Order as applicable ("Buyer"). If Buyer purchases or proposes to purchase the Products or Services from SCI for the purpose of selling or supplying, directly or indirectly, such Products or Services to any Federal Government Entity, the provisions set forth in Exhibit A attached hereto shall apply and shall be incorporated into the Terms by this specific reference. Additionally, to the extent the Products and/or Services purchased hereunder includes the use of SCI’s CalCloud online service (“CalCloud”), the terms and conditions of use set forth in Exhibit B shall apply and shall be incorporated into the Terms by this specific reference.
    2. The accompanying purchase order (the "Purchase Order") or statement of work (“SOW”), as applicable, and these Terms (collectively, this "Agreement") comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. These Terms prevail over any of Buyer's general terms and conditions of purchase regardless of whether or when Buyer submitted its purchase order, statement of work, proposal, quote, or such terms. Fulfillment of Buyer's order does not constitute acceptance of any of Buyer's terms and conditions and does not serve to modify or amend these Terms.
    3. Notwithstanding anything to the contrary herein, in the event of a conflict between any provision contained in this Agreement and any applicable law or regulation, such law or regulation shall take precedence when required by law over such provision. In the event of ambiguity, inconsistency, or conflict between or among the provisions of this Agreement, the inconsistency, ambiguity, or conflict shall be resolved by giving precedence in the following order:
      1. The SOW or Purchase Order (as applicable)
      2. Exhibit A (if applicable)
      3. Exhibit B (if applicable)
      4. The Terms

  2. Delivery of Products.

    1. The Products will be delivered within a reasonable time of such date as specified in the Purchase Order or SOW as appropriate. SCI shall not be liable for any delays, loss, or damage in transit.
    2. Unless otherwise agreed in writing by the parties, SCI shall deliver the Products to SCI’s location as set forth in the Purchase Order or SOW (the "Delivery Point") using SCI's standard methods for packaging and shipping such Products. Buyer shall take delivery of the Products within five (5) days of SCI's written notice that the Products have been delivered to the Delivery Point. Buyer shall be responsible for all loading costs and provide equipment and labor reasonably suited for receipt of the Products at the Delivery Point.
    3. SCI may, in its sole discretion, without liability or penalty, make partial shipments of Products to Buyer. Each shipment will constitute a separate sale, and Buyer shall pay for the units shipped whether such shipment is in whole or partial fulfillment of Buyer's purchase order.
    4. If for any reason Buyer fails to accept delivery of any of the Products on the date fixed pursuant to SCI's notice that the Products have been delivered at the Delivery Point, or if SCI is unable to deliver the Products at the Delivery Point on such date because Buyer has not provided appropriate instructions, documents, licenses or authorizations: (i) risk of loss to the Products shall pass to Buyer; (ii) the Products shall be deemed to have been delivered; and (iii) SCI, at its option, may store the Products until Buyer picks them up, whereupon Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance).

  3. Non-Delivery of Products.

    1. The quantity of any installment of Products as recorded by SCI on dispatch from SCI's place of business is conclusive evidence of the quantity received by Buyer on delivery unless Buyer can provide conclusive evidence proving the contrary.
    2. SCI shall not be liable for any non-delivery of Products (even if caused by SCI's negligence) unless Buyer gives written notice to SCI of the non-delivery within two (2) days of the date when the Products would in the ordinary course of events have been received.
    3. Any liability of SCI for non-delivery of the Products shall be limited to replacing the Products within a reasonable time or adjusting the invoice respecting such Products to reflect the actual quantity delivered.

  4. Shipping Terms.

    Delivery shall be made FOB SCI’s location as set forth in the Purchase Order or SOW.

  5. Title and Risk of Loss.

    Title and risk of loss passes to Buyer upon delivery of the Products at the Delivery Point. As collateral security for the payment of the purchase price of the Products, Buyer hereby grants to SCI a lien on and security interest in and to all of the right, title, and interest of Buyer in, to and under the Products, wherever located, and whether now existing or hereafter arising or acquired from time to time, and in all accessions thereto and replacements or modifications thereof, as well as all proceeds (including insurance proceeds) of the foregoing. The security interest granted under this provision constitutes a purchase money security interest under the Virginia Uniform Commercial Code.

  6. Buyer’s Obligations (Services).

    1. Buyer shall:
    2. cooperate with SCI in all matters relating to the Services and provide such access to Buyer's premises, and such office accommodation and other facilities as may reasonably be requested by SCI, for the purposes of performing the Services;
    3. respond promptly to any SCI request to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for SCI to perform Services in accordance with the requirements of this Agreement;
    4. provide such Buyer materials or information as SCI may request to carry out the Services in a timely manner and ensure that such Buyer materials or information are complete and accurate in all material respects; and
    5. obtain and maintain all necessary licenses and consents and comply with all applicable laws in relation to the Services before the date on which the Services are to start.

  7. Performance Dates and Buyer’s Acts or Omissions.

    1. Regarding any Services, SCI shall use reasonable efforts to meet any performance dates specified in the SOW, and any such dates shall be estimates only.
    2. If SCI’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of Buyer or its agents, subcontractors, consultants, or employees, SCI shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges, or losses sustained or incurred by Buyer, in each case, to the extent arising directly or indirectly from such prevention or delay.

  8. Amendment and Modification.

    These Terms may only be amended or modified in a writing which specifically states that it amends these Terms and is signed by an authorized representative of each party.

  9. Change Orders.

    1. If either party wishes to change the scope or performance of the Services, it shall submit details of the requested change to the other party in writing. SCI shall, within a reasonable time after such request, provide a written estimate to Buyer of:
      1. the likely time required to implement the change;
      2. any necessary variations to the fees and other charges for the Services arising from the change;
      3. the likely effect of the change on the Services; and
      4. any other impact the change might have on the performance of this Agreement.

       

    2. Promptly after receipt of the written estimate, the parties shall negotiate and agree in writing on the terms of such change (a "Change Order"). Neither party shall be bound by any Change Order unless mutually agreed upon in writing in accordance with this Section 9.
    3. Notwithstanding Section 9(a) and Section 9(b), SCI may, from time to time, change the Services without the consent of Buyer provided that such changes do not materially affect the nature or scope of the Services, or the fees or any performance dates set forth in the SOW.
    4. SCI may charge for the time it spends assessing and documenting a change request from Buyer on a time and materials basis in accordance with the SOW.

  10. Inspection and Rejection of Nonconforming Products.

    1. Buyer shall inspect the Products within five (5) days of receipt ("Inspection Period"). Buyer will be deemed to have accepted the Products unless it notifies SCI in writing of any Nonconforming Products during the Inspection Period and furnishes such written evidence or other documentation as required by SCI. "Nonconforming Products" means only the following: (i) product shipped is different than identified in Buyer's purchase order; or (ii) product's label or packaging incorrectly identifies its contents.
    2. If Buyer timely notifies SCI of any Nonconforming Products, SCI shall, in its sole discretion, (i) replace such Nonconforming Products with conforming Products, or (ii) credit or refund the Price for such Nonconforming Products, together with any reasonable shipping and handling expenses incurred by Buyer in connection therewith. Buyer shall ship, at its expense and risk of loss, the Nonconforming Products to SCI's facility located at 501 Resource Row, Chesapeake, VA 23320. If SCI exercises its option to replace Nonconforming Products, SCI shall, after receiving Buyer's shipment of Nonconforming Products, ship to Buyer, at Buyer's expense and risk of loss, the replaced Products to the Delivery Point.
    3. Buyer acknowledges and agrees that the remedies set forth in Section 10(b) are Buyer's exclusive remedies for the delivery of Nonconforming Products. Except as provided under Section 10(b), all sales of Products to Buyer are made on a one-way basis and Buyer has no right to return Products purchased under this Agreement to SCI.

  11. Price.

    1. Buyer shall purchase the Products or Services from SCI at the price(s) (the "Price(s)") set forth in the Purchase Order or SOW.
    2. Unless expressly included in a Purchase Order or SOW, all Prices are exclusive of all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any governmental authority on any amounts payable by Buyer. Buyer shall be responsible for all such charges, costs, and taxes; provided, that, Buyer shall not be responsible for any taxes imposed on, or with respect to, SCI's income, revenues, gross receipts, personnel or real or personal property or other assets.
    3. Buyer agrees to reimburse SCI for all reasonable travel and out-of-pocket expenses incurred by SCI in connection with the performance of the Services.

  12. Payment Terms.

    1. Buyer shall pay all invoiced amounts due to SCI within thirty (30) days from the date of SCI's invoice. Buyer shall make all payments hereunder by wire transfer/check/credit card/ACH, in US dollars, and in accordance with the instructions set forth in the Purchase Order or SOW.
    2. Buyer shall pay interest on all late payments at the lesser of the rate of 1.5% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. Buyer shall reimburse SCI for all costs incurred in collecting any late payments, including, without limitation, attorneys' fees. In addition to all other remedies available under these Terms or at law (which SCI does not waive by the exercise of any rights hereunder), SCI shall be entitled to suspend the delivery of any Products or performance of any Services if Buyer fails to pay any amounts when due hereunder and such failure continues for ten (10) days following written notice thereof.
    3. Buyer shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with SCI, whether relating to SCI's breach, bankruptcy or otherwise.

  13. Warranty (Products).

    1. SCI warrants to Buyer that for a period of one (1) year from the date of shipment of the Products ("Warranty Period"), that such Products will be free from material defects in material and workmanship.
    2. EXCEPT FOR THE WARRANTY SET FORTH IN SECTION 13(a), SCI MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE PRODUCTS, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY OR (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.
    3. Products manufactured by a third party ("Third Party Product") may constitute, contain, be contained in, incorporated into, attached to or packaged together with, the Products. Third Party Products are not covered by the warranty in Section 13(a). For the avoidance of doubt, SCI MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY THIRD PARTY PRODUCT, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (c) WARRANTY OF TITLE; OR (d) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.
    4. SCI shall not be liable for a breach of the warranty set forth in Section 13(a) unless: (i) Buyer gives written notice of the defect, reasonably described, to SCI within five (5) days of the time when Buyer discovers or ought to have discovered the defect; (ii) SCI is given a reasonable opportunity after receiving the notice to examine such Products and Buyer (if requested to do so by SCI) returns such Products to SCI's place of business at SCI's cost for the examination to take place there; and (iii) SCI reasonably verifies Buyer's claim that the Products are defective.
    5. SCI shall not be liable for a breach of the warranty set forth in Section 13(a) if: (i) Buyer makes any further use of such Products after giving such notice; (ii) the defect arises because Buyer failed to follow SCI's oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Products; or (iii) Buyer alters or repairs such Products without the prior written consent of SCI.
    6. Subject to Section 13(d) and Section 13(e) above, with respect to any such Products during the Warranty Period, SCI shall, in its sole discretion, either: (i) repair or replace such Products (or the defective part) or (ii) credit or refund the price of such Products at the pro rata contract rate provided that, if SCI so requests, Buyer shall, at SCI's expense, return such Products to SCI.
    7. THE REMEDIES SET FORTH IN SECTION 13(f) SHALL BE THE BUYER'S SOLE AND EXCLUSIVE REMEDY AND SCI'S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH IN SECTION 13(a).

  14. Warranty (Services).

    1. SCI represents and warrants to Buyer that it shall perform the Services in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and shall devote reasonably adequate resources to meet its obligations under this Agreement.
    2. SCI shall not be liable for a breach of the warranty set forth in Section 14(a) unless Buyer gives written notice of the defective Services, reasonably described, to SCI within five (5) days of the time when Buyer discovers or ought to have discovered that the Services were defective.
    3. Subject to Section 14(b), SCI shall, in its sole discretion, either:
      1. repair or re-perform such Services (or the defective part); or
      2. credit or refund the price of such Services at the pro rata contract rate.
    4. THE REMEDIES SET FORTH IN SECTION 14(c) SHALL BE THE BUYER'S SOLE AND EXCLUSIVE REMEDY AND SCI'S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH IN SECTION 14(a).

  15. Limitation of Liability.

    1. IN NO EVENT SHALL SCI BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SCI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
    2. IN NO EVENT SHALL SCI'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO SCI FOR THE PRODUCTS AND/OR SERVICES SOLD HEREUNDER.
    3. The limitation of liability set forth in Section 15(b) above shall not apply to (i) liability resulting from SCI's gross negligence or willful misconduct and (ii) death or bodily injury resulting from SCI’s acts or omissions.

  16. Compliance with Law.

    Buyer shall comply with all applicable laws, regulations, and ordinances. Buyer shall maintain in effect all the licenses, permissions, authorizations, consents and permits that it needs to carry out its obligations under this Agreement. Buyer shall comply with all export and import laws of all countries involved in the sale of the Products or Services under this Agreement or any resale of the Products by Buyer. Buyer assumes all responsibility for shipments of Products requiring any government import clearance. SCI may terminate this Agreement if any governmental authority imposes antidumping or countervailing duties or any other penalties on Products.

  17. Termination.

    In addition to any remedies that may be provided under these Terms, SCI may terminate this Agreement with immediate effect upon written notice to Buyer, if Buyer: (i) fails to pay any amount when due under this Agreement and such failure continues for five (5) days after Buyer's receipt of written notice of nonpayment; (ii) has not otherwise performed or complied with any of these Terms, in whole or in part; or (iii) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors.

  18. Waiver.

    No waiver by SCI of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by SCI. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

  19. Confidential Information.

    All non-public, confidential or proprietary information of SCI, including but not limited to specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, Buyer lists, pricing, discounts or rebates, disclosed by SCI to Buyer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as "confidential" in connection with this Agreement is confidential, solely for the use of performing this Agreement and may not be disclosed or copied unless authorized in advance by SCI in writing. Upon SCI's request, Buyer shall promptly return or, upon SCI’s request, destroy all documents and other materials received from SCI. SCI shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to Buyer at the time of disclosure; or (c) rightfully obtained by Buyer on a non-confidential basis from a third party.

  20. Intellectual Property.

    All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names, and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, "Intellectual Property Rights") in and to all documents, work product, and other materials that are delivered to Buyer under this Agreement or prepared by or on behalf of SCI in the course of performing the Services, including any items identified as such in the SOW (collectively, the "Deliverables") shall be owned by SCI. SCI hereby grants Buyer a license to use all Intellectual Property Rights free of additional charge and on a non-exclusive, worldwide, non-transferable, non-sublicensable, fully paid-up, royalty-free, and perpetual basis only to the extent necessary to enable Buyer to make reasonable use of the Deliverables and the Services. In addition to the foregoing, the Buyer shall not perform or allow others to perform de-compilation, disassembly, or reverse engineering of any Product, hardware or software, delivered under this Agreement. The design, manufacture, assembly, know-how, trade secrets or any other intellectual property associated with the Product, hardware, or software, shall remain the sole property of the Seller.

  21. Force Majeure.

    No party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations of Buyer to make payments to SCI hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party's ("Impacted Party") control, including, without limitation, the following force majeure events ("Force Majeure Event(s)"): (a) acts of God; (b) flood, fire, earthquake, pandemic, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns, or other industrial disturbances; (h) shortage of adequate power or transportation facilities; (i) supplier delays; and (j) other events beyond the control of the Impacted Party. The Impacted Party shall give notice within thirty (30) days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party's failure or delay remains uncured for a period of twenty (20) days following written notice given by it under this Section 21, the other party may thereafter terminate this Agreement upon five (5) days' written notice.

  22. Assignment.

    Buyer shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of SCI. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Buyer of any of its obligations under this Agreement.

  23. Relationship of the Parties.

    The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, Buyership, joint venture or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

  24. No Third-Party Beneficiaries.

    This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express, or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms.

  25. Governing Law.

    All matters arising out of or relating to this Agreement is governed by and construed in accordance with the internal laws of the Commonwealth of Virginia without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than those of the Commonwealth of Virginia.

  26. Submission to Jurisdiction and Disputes.

    Any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted in a court of competent jurisdiction located in or embracing the City of Chesapeake, Virginia, and each party irrevocably submits to the exclusive jurisdiction of such court in any such suit, action or proceeding. The parties shall exercise their best efforts to settle all disputes by agreement prior to the commencement of any formal litigation. If such efforts are unsuccessful, the dispute shall be litigated as set forth in this Section 26. BUYER IRREVOCABLY AND KNOWINGLY WAIVES ANY REQUEST FOR A JURY IN SUCH ACTION. SCI shall be entitled to an award of attorney’s fees with respect to any issue upon which it is the prevailing party in any litigation related in any way to the Agreement in which Buyer is an opposing party. Pending the resolution of any such dispute, the parties shall diligently perform their obligations hereunder.

  27. Notices.

    All notices, request, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") shall be in writing and addressed to the parties at the addresses set forth on the face of the Purchase Order or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.

  28. Severability.

    If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

  29. Survival.

    Provisions of these Terms which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Agreement including, but not limited to, the following provisions: Compliance with Laws, Confidential Information, Governing Law, Submission to Jurisdiction and Disputes, and Survival.

 

EXHIBIT A

Terms and Conditions for Federal Government Contracts

As set forth in the Terms, SCI and Buyer must abide by the terms and conditions set forth in this Exhibit A in relation to any Products or Services purchased or proposed to be purchased by Buyer from SCI that Buyer intends to sell or supply, directly or indirectly, to any Federal Government Entity.

  1. Defined Terms.

    1. All capitalized terms used and not expressly defined in this Exhibit A will have the meanings given to them elsewhere in the Agreement. As used in this Exhibit, the following capitalized terms shall have the following meanings:
    2. “FAR” means the Federal Acquisition Regulation including any Federal Acquisition Regulation supplement, as codified in Title 48 of the Code of Federal Regulations.
    3. “Federal Contract Vehicle” means in respect of any Federal Government Entity, the method or mechanism that such Federal Government Entity uses to purchase goods and services, which encompasses but is not limited to any specific federal government solicitation, prime contract, and any orders issued thereunder.
    4. “Federal Government Entity” means any department, agency, or instrumentality of the United States Federal Government.
    5. “Federal Government Order” means a Purchase Order or SOW in respect of the purchase of Products or Services by Buyer from SCI for which the ultimate purchaser or end user of such Products or Services is a Federal Government Entity, or with respect to Services, such Services are in direct support of a Federal Government Entity under a Federal Contract Vehicle.
    6. “Notice” means the written notice provided by Buyer to SCI made in accordance with the requirements set forth herein and containing at a minimum the information required as set forth herein.
    7. “Set Aside Contract” means any Federal Contract Vehicle that is wholly or partially set aside or otherwise restricted to concerns that meet certain Small/Socioeconomic Criteria (as defined below).
    8. “Small/Socioeconomic Criteria” means any and all requirements applicable to a concern’s certification, designation, or self-certification as a small business and/or certain socioeconomic category (e.g., EDWOSB/WOSB, 8(a), SDVOSB, etc.) under applicable laws and regulations, which include but are not limited to FAR Part 19 and applicable provisions of Title 13 of the Code of Federal Regulations.

  2. General.

    1. Buyer understands and acknowledges that the sale or supply of Products or Services by Buyer, directly or indirectly, to a Federal Government Entity or through a Federal Contract Vehicle may impose certain specific requirements on Buyer or SCI as prescribed by the Federal Government Entity, the Federal Contract Vehicle, or any applicable laws, regulations, or provisions (collectively, the “Contract Requirements”). Buyer further understands and acknowledges that as a condition precedent to SCI accepting any Federal Government Order and selling any Products or Services to Buyer that Buyer will in turn, directly or indirectly, sell or supply to a Federal Government Entity: (i) SCI must assess and understand any Contract Requirements that will be applicable to Buyer or SCI; (ii) SCI must be satisfied that SCI is able to comply with applicable Contract Requirements; and (iii) SCI must be satisfied that Buyer is able to comply with applicable Contract Requirements.
    2. Any sale or supply of Products or Services by Buyer, directly or indirectly, to a Federal Government Entity will be made solely at Buyer’s own option and risk. Buyer cannot obligate SCI, as subcontractor or otherwise, to any Federal Government Entity. If Buyer transacts such sale or supply of Products or Services, it is solely and exclusively responsible for complying with all Contract Requirements governing such sale or supply that are applicable to Buyer.
    3. Any breach of the terms or conditions set forth in this Exhibit A will constitute a breach of a material term or provision of the Agreement.

  3. Filing of Notice and Vetting of Requirements.

    1. Buyer is required to submit a Notice to SCI prior to or in conjunction with submitting any Federal Government Order. Such Notice shall contain at a minimum the following information:
      1. Federal Government Entity information including the applicable agency name, agency point of contact, and contact information for such agency point of contact;
      2. Federal Contract Vehicle prime contractor entity (if other than Buyer) name, point of contact, and contact information for such point of contact;
      3. Federal Contract Vehicle information including: name of vehicle, applicable solicitation and/or contract number, indication of whether such vehicle is under a GSA Schedule order, and whether such vehicle is a Set Aside Contract; and
      4. NAICS code applicable to this Federal Government Order.
    2. So as to help mitigate any delays in SCI’s processing of any Federal Government Order, it is recommended that Buyer submit the requisite Notice as soon as is reasonably practicable (e.g., in conjunction with the Buyer generating a quote for the purchase of the applicable Products or Services).
    3. Upon receipt of a duly completed Notice, SCI will seek to identify and assess any Contract Requirements applicable to Buyer or SCI. Upon request, Buyer shall assist SCI with identifying and understanding any Contract Requirements that flow down or may otherwise be applicable to SCI.

  4. Federal Government Orders.

    1. Buyer must specifically indicate in any Federal Government Order: (i) that it relates to Products or Services to be sold or supplied to a Federal Government Entity or Services to be provided to Buyer in support of a Federal Government Entity under a Federal Contract Vehicle; and (ii) the date of the applicable Notice that has been filed with SCI.
    2. SCI may, at its discretion, elect to accept or reject any Federal Government Order, in whole or in part, and will not be bound by any Federal Government Order, or portion thereof, unless and until accepted by SCI.

  5. Requirements per Federal Regulations.

    1. The following clauses will be deemed to be incorporated by reference into any Federal Government Order that is accepted by SCI with the same force and effect as if they were given in full text.
    2. All packaging, packing, and marking will be in accordance with SCI’s standard commercial practice.
    3. If required pursuant to the applicable Contract Requirements and the FAR and other applicable laws and regulations, the following FAR clauses are incorporated by reference with the same force and effect as if they were given in full text, but only to the extent applicable to SCI pursuant to such Contract Requirements. Buyer acknowledges and agrees that additional FAR clauses or other provisions specifically referenced in the Federal Contract Vehicle contract documents, are not accepted by SCI.
      1. 52.203-13 CONTRACTOR CODE OF BUSINESS ETHICS AND CONDUCT (Nov 2021)
      2. 52.203-19 PROHIBITION ON REQUIRING CERTAIN INTERNAL CONFIDENTIALITY AGREEMENTS OR STATEMENTS (Jan 2017)
      3. 52.204-23 PROHIBITION ON CONTRACTING FOR HARDWARE, SOFTWARE, AND SERVICES DEVELOPED OR PROVIDED BY KASPERSKY LAB AND OTHER COVERED ENTITIES (Nov 2021)
      4. 52.204-25 PROHIBITION ON CONTRACTING FOR CERTAIN TELECOMMUNICATIONS AND VIDEO SURVEILLANCE SERVICES OR EQUIPMENT (Nov 2021)
      5. 52.219-8 UTILIZATION OF SMALL BUSINESS CONCERNS (Oct 2018)
      6. 52.222-21 PROHIBITION OF SEGREGATED FACILITIES (Apr 2015)
      7. 52.222-26 EQUAL OPPORTUNITY (Sep 2015)
      8. 52.222-35 EQUAL OPPORTUNITY FOR VETERANS (Jun 2020)
      9. 52.222-36 EQUAL OPPORTUNITY FOR WORKERS WITH DISABILITIES (Jun 2020)
      10. 52.222-37 EMPLOYMENT REPORTS ON VETERANS (Jun 2020)
      11. 52.222-40 NOTIFICATION OF EMPLOYEE RIGHTS UNDER THE NATIONAL LABOR RELATIONS ACT (Dec 2010)
      12. 52.222-41 SERVICE CONTRACT LABOR STANDARDS (Aug 2018)
      13. 52.222-50 COMBATING TRAFFICKING IN PERSONS (Nov 2021) (Alternate I (Mar 2015))
      14. 52.222-51 EXEMPTION FROM APPLICATION OF THE SERVICE CONTRACT LABOR STANDARDS TO CONTRACTS FOR MAINTENANCE, CALIBRATION, OR REPAIR OF CERTAIN EQUIPMENT-REQUIREMENTS (May2014)
      15. 52.222-53 EXEMPTION FROM APPLICATION OF THE SERVICE CONTRACT LABOR STANDARDS TO CONTRACTS FOR CERTAIN SERVICES-REQUIREMENTS (May 2014)
      16. 52.222-54 EMPLOYMENT ELIGIBILITY VERIFICATION (May 2022)
      17. 52.222-55 MINIMUM WAGES FOR CONTRACTOR WORKERS UNDER EXECUTIVE ORDER 14026 (Jan 2022)
      18. 52.222-62 PAID SICK LEAVE UNDER EXECUTIVE ORDER 13706 (Jan 2022)
      19. 52.224-3, Privacy Training (Jan 2017) (Alternate I (Jan 2017))
      20. 52.225-26 CONTRACTORS PERFORMING PRIVATE SECURITY FUNCTIONS OUTSIDE THE UNITED STATES (Oct 2016)
      21. 52.226-6 PROMOTING EXCESS FOOD DONATION TO NONPROFIT ORGANIZATIONS (Jun 2020)
      22. 52.247-64 Preference for Privately Owned U.S.-Flag Commercial Vessels (Nov 2021)
    4. SCI does not represent that any ordered Products necessarily meet new materials requirements.
    5. Buyer represents that there is no requirement for certified cost or pricing data or price support information from SCI.
    6. Buyer shall comply with all applicable Small/Socioeconomic Criteria, and will make accurate representations with respect to same. All Federal Government Orders in connection with Set Aside Contracts must be pre-approved by SCI. Buyer shall indemnify and hold SCI harmless from any liability, cost, or expense (including reasonable attorney's fees) resulting from Buyer’s failure to comply with any such laws and regulations and/or any inaccurate representations made by Buyer with respect to any Set Aside Contracts or Small/Socioeconomic Criteria.
    7. Buyer shall not be permitted to terminate this Agreement solely for its convenience; provided, that, Buyer may terminate this Agreement if and only to the extent that (i) the Federal Government Entity terminates Buyer’s applicable Federal Contract Vehicle and (ii) upon ten (10) days written notice to SCI. In the event of such termination, Buyer shall pay SCI for any and all Products or Services provided to Buyer up to the effective date of the termination and for any costs incurred by SCI in connection with the termination.

  6. Sale/Supply to Federal Government Entities Outside the United States.

    1. The following requirements apply in respect of the sale or supply of Products or Services by Buyer, directly or indirectly, to a Federal Government Entity where the Products or Services are to be shipped, delivered, provided, or used outside of the United States, and are in addition to any other requirements in the Agreement.
    2. Buyer will be solely and exclusively responsible for effecting or securing all necessary governmental and regulatory permits, licenses and registrations required in connection with the execution or performance of any sale or supply of Products by Buyer, directly or indirectly, to a Federal Government Entity including as related to the exportation of the Products from the county in which SCI’s distribution facility is located and the importation into and purchase and sale of the Products in the country where the end user is located (the “End Use Country”). Buyer will provide SCI with copies of any such permits, licenses, and registrations upon SCI’s request.
    3. Further to (a) above, Buyer recognizes and confirms that there may be certain governmental or regulatory requirements and restrictions applicable to the shipment, delivery, sale, or use of Products in certain countries or geographic regions. Buyer will only ship, deliver, sell, or deploy Products in accordance with any such governmental or regulatory requirements and restrictions.
    4. Without limiting the generality of (a) and (b) above, where a governmental or regulatory agency in an End Use Country mandates (i) the addition of labels to Products, this shall be the responsibility of Buyer and (ii) the removal of any installed Product due to such Product not being approved for use in the applicable locality, this shall also be the responsibility of Buyer.
    5. Buyer will indemnify, defend, and hold all SCI Parties harmless from any claims against, or costs, expenses (including reasonable attorney’s fees and court costs), fines, penalties, damages, or liabilities incurred by, any SCI Party as a result of Buyer’s performance, or its failure to perform, the undertaking and obligations in this Section 6.

 

EXHIBIT B

CalCloud Terms of Use

TERMS OF SERVICE Last updated October 19, 2022

AGREEMENT TO TERMS

These Terms of Use constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”) and Standard Calibrations, Inc. ("Company", “we”, “us”, or “our”), concerning your access to and use of the https://calcloud.standardcal.comwebsite as well as any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto (collectively, the “Site”). You agree that by accessing the Site, you have read, understood, and agreed to be bound by all of these Terms of Use. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF USE, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE AND YOU MUST DISCONTINUE USE IMMEDIATELY.

Supplemental terms and conditions or documents that may be posted on the Site from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms of Use at any time and for any reason. We will alert you about any changes by updating the “Last updated” date of these Terms of Use, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Terms of Use to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms of Use by your continued use of the Site after the date such revised Terms of Use are posted.

The information provided on the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Site from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

The Site is not tailored to comply with industry-specific regulations (e.g., Health Insurance Portability and Accountability Act (HIPAA), Federal Information Security Management Act (FISMA), etc.), so if your interactions would be subjected to such laws, you may not use this Site. You may not use the Site in a way that would violate the Gramm-Leach-Bliley Act (GLBA).

The Site is intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to use or register for the Site.

INTELLECTUAL PROPERTY RIGHTS

Unless otherwise indicated, the Site is our proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Site (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, international copyright laws, and international conventions. The Content and the Marks are provided on the Site “AS IS” for your information and personal use only. Except as expressly provided in these Terms of Use, no part of the Site and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

Provided that you are eligible to use the Site, you are granted a limited license to access and use the Site and to download or print a copy of any portion of the Content to which you have properly gained access solely for your personal, non-commercial use. We reserve all rights not expressly granted to you in and to the Site, the Content and the Marks.

USER REPRESENTATIONS

By using the Site, you represent and warrant that: (1) you have the legal capacity and you agree to comply with these Terms of Use; (2) you are not a minor in the jurisdiction in which you reside; (3) you will not access the Site through automated or non-human means, whether through a bot, script, or otherwise; (4) you will not use the Site for any illegal or unauthorized purpose; and (5) your use of the Site will not violate any applicable law or regulation.

If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Site (or any portion thereof).

PROHIBITED ACTIVITIES

You may not access or use the Site for any purpose other than that for which we make the Site available. The Site may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.

  1. As a user of the Site, you agree not to:
  2. Systematically retrieve data or other content from the Site to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
  3. Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.
  4. Circumvent, disable, or otherwise interfere with security-related features of the Site, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Site and/or the Content contained therein.
  5. Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Site.
  6. Use any information obtained from the Site in order to harass, abuse, or harm another person.
  7. Make improper use of our support services or submit false reports of abuse or misconduct.
  8. Use the Site in a manner inconsistent with any applicable laws or regulations.
  9. Use the Site to advertise or offer to sell goods and services.
  10. Engage in unauthorized framing of or linking to the Site.
  11. Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Site or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Site.
  12. Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
  13. Delete the copyright or other proprietary rights notice from any Content.
  14. Attempt to impersonate another user or person or use the username of another user.
  15. Sell or otherwise transfer your profile.
  16. Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”).
  17. Interfere with, disrupt, or create an undue burden on the Site or the networks or services connected to the Site.
  18. Interfere with, disrupt, or create an undue burden on the Site or the networks or services connected to the Site.
  19. Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Site to you.
  20. Attempt to bypass any measures of the Site designed to prevent or restrict access to the Site, or any portion of the Site.
  21. Copy or adapt the Site’s software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.
  22. Decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Site.
  23. Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Site, or using or launching any unauthorized script or other software.
  24. Use a buying agent or purchasing agent to make purchases on the Site.
  25. Make any unauthorized use of the Site, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.
  26. Use the Site as part of any effort to compete with us or otherwise use the Site and/or the Content for any revenue-generating endeavor or commercial enterprise.

USER GENERATED CONTRIBUTIONS

  1. The Site does not offer users to submit or post content. We may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or on the Site, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively, "Contributions"). Contributions may be viewable by other users of the Site and through third-party websites. As such, any Contributions you transmit may be treated in accordance with the Site Privacy Policy. When you create or make available any Contributions, you thereby represent and warrant that:
  2. The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party.
  3. You are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, the Site, and other users of the Site to use your Contributions in any manner contemplated by the Site and these Terms of Use.
  4. You have the written consent, release, and/or permission of each and every identifiable individual person in your Contributions to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of your Contributions in any manner contemplated by the Site and these Terms of Use.
  5. Your Contributions are not false, inaccurate, or misleading.
  6. Your Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.
  7. Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us).
  8. Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.
  9. Your Contributions are not used to harass or threaten (in the legal sense of those terms) any other person and to promote violence against a specific person or class of people.
  10. Your Contributions do not violate any applicable law, regulation, or rule.
  11. Your Contributions do not violate the privacy or publicity rights of any third party.
  12. Your Contributions do not contain any material that solicits personal information from anyone under the age of 18 or exploits people under the age of 18 in a sexual or violent manner.
  13. Your Contributions do not violate any applicable law concerning child pornography, or otherwise intended to protect the health or well-being of minors.
  14. Your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap.
  15. Your Contributions do not otherwise violate, or link to material that violates, any provision of these Terms of Use, or any applicable law or regulation.
  16. Any use of the Site in violation of the foregoing violates these Terms of Use and may result in, among other things, termination or suspension of your rights to use the Site.

CONTRIBUTION LICENSE

You and the Site agree that we may access, store, process, and use any information and personal data that you provide following the terms of the Privacy Policy and your choices (including settings).

By submitting suggestions or other feedback regarding the Site, you agree that we can use and share such feedback for any purpose without compensation to you.

We do not assert any ownership over your Contributions. You retain full ownership of all of your Contributions and any intellectual property rights or other proprietary rights associated with your Contributions. We are not liable for any statements or representations in your Contributions provided by you in any area on the Site. You are solely responsible for your Contributions to the Site and you expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding your Contributions.

SUBMISSIONS

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the Site ("Submissions") provided by you to us are non-confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. You hereby waive all moral rights to any such Submissions, and you hereby warrant that any such Submissions are original with you or that you have the right to submit such Submissions. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions.

SITE MANAGEMENT

We reserve the right, but not the obligation, to: (1) monitor the Site for violations of these Terms of Use; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms of Use, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions or any portion thereof; (4) in our sole discretion and without limitation, notice, or liability, to remove from the Site or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (5) otherwise manage the Site in a manner designed to protect our rights and property and to facilitate the proper functioning of the Site.

PRIVACY POLICY

We care about data privacy and security. Please review our Privacy Policy: https://www.standardcal.com/privacy-policy. By using the Site, you agree to be bound by our Privacy Policy, which is incorporated into these Terms of Use. Please be advised the Site is hosted in the United States. If you access the Site from any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in the United States, then through your continued use of the Site, you are transferring your data to the United States, and you agree to have your data transferred to and processed in the United States.

TERM AND TERMINATION

These Terms of Use shall remain in full force and effect while you use the Site. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF USE, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SITE (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OF USE OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SITE OR DELETE ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.

If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

MODIFICATIONS AND INTERRUPTIONS

We reserve the right to change, modify, or remove the contents of the Site at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Site. We also reserve the right to modify or discontinue all or part of the Site without notice at any time. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Site.

We cannot guarantee the Site will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Site, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Site at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Site during any downtime or discontinuance of the Site. Nothing in these Terms of Use will be construed to obligate us to maintain and support the Site or to supply any corrections, updates, or releases in connection therewith.

GOVERNING LAW

These Terms of Use and your use of the Site are governed by and construed in accordance with the laws of the Commonwealth of Virginia applicable to agreements made and to be entirely performed within the Commonwealth of Virginia, without regard to its conflict of law principles.

DISPUTE RESOLUTION

Any legal action of whatever nature brought by either you or us (collectively, the “Parties” and individually, a “Party”) shall be commenced or prosecuted in a court of competent jurisdiction located in or embracing Chesapeake, Virginia, and the Parties hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction in such state and federal courts. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) are excluded from these Terms of Use.

CORRECTIONS

There may be information on the Site that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Site at any time, without prior notice.

DISCLAIMER

THE SITE IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SITE AND OUR SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE SITE AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM OR IN CONNECTION WITH YOUR ACCESS TO AND USE OF THE SITE, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, (6) ANY FAILURE BY YOU TO MAINTAIN ANY APPLICABLE CERTIFICATION OR OTHERWISE COMPLY WITH ANY SAFETY, QUALITY, OR OTHER SUCH STANDARDS CONNECTED IN ANY WAY WITH YOUR ACCESS TO AND USE OF THE SITE, AND/OR (7) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

LIMITATIONS OF LIABILITY

IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE LESSER OF THE AMOUNT PAID, IF ANY, BY YOU TO US OR $100.00 USD. CERTAIN U.S. STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

INDEMNIFICATION

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) use of the Site; (2) breach of these Terms of Use; (3) any breach of your representations and warranties set forth in these Terms of Use; (4) your violation of the rights of a third party, including but not limited to intellectual property rights; or (5) any overt harmful act toward any other user of the Site with whom you connected via the Site. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

USER DATA

We will maintain certain data that you transmit to the Site for the purpose of managing the performance of the Site, as well as data relating to your use of the Site. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Site. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.

ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES

Visiting the Site, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

CALIFORNIA USERS AND RESIDENTS

If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952- 5210 or (916) 445-1254.

MISCELLANEOUS

These Terms of Use and any policies or operating rules posted by us on the Site or in respect to the Site constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms of Use shall not operate as a waiver of such right or provision. These Terms of Use operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms of Use is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms of Use and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms of Use or use of the Site. You agree that these Terms of Use will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms of Use and the lack of signing by the parties hereto to execute these Terms of Use.

CONTACT US

In order to resolve a complaint regarding the Site or to receive further information regarding use of the Site, please contact us at:

Standard Calibrations, Inc.
501 Resource Row
Chesapeake, VA 23320
United States
Phone: (757) 549-6534
calcloud@standardcal.com
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