QUOTE

Terms & Conditions

End User License Agreement
And
Terms and Conditions of Purchase and Sale

1

Order Process

  1. Transactions under this Agreement shall be initiated by Customer issuing a hard-copy or electronic purchase order (the “Order”), and the parties shall become bound to such transaction when Cyber Koders accepts the Order. The terms of this Agreement shall also govern the sale of Products by ARIA that Customer orders indirectly, via a Cyber Koders reseller. If Customer places an order with a reseller, the reseller is responsible for placing an accurate Order with Cyber Koders. In order to place an Order and receive delivery of a Product, the Customer must be registered as an account on the Cyber Koders portal (“Portal”) and accept the terms of this Agreement.
  2. Upon acceptance of an Order, Cyber Koders shall deliver software Products (“Software”) by providing a license key and making the Software available for download by the Customer, all via the Portal. Software Orders shall memorialize the scope of the license, including the identity and number of instances of each Software Product that the Customer may install, the license term duration and “Entitlement” details.
  3. Upon acceptance of an order for hardware Products (“Hardware”), Cyber Koders shall promptly ship the Hardware from its warehouse location in Massachusetts to the “ship to” location designated by Customer in the Order. All Hardware is shipped FOB origin and Customer is responsible for the costs of shipment.
2

Software License

  1. Subject to payment of all applicable fees, CyberKoders grants to Customer a term-limited, non-exclusive and non-transferable license to use the Software, in object code form, in accordance with and limited by the Entitlement. The license term, as specified in the Entitlement, begins on the date that the Software is made available for download. Customer may install the Software and use the number of copies of the Software as described in the Entitlement.
  2. CyberKoders does not transfer or convey any ownership rights in or to the Software. Customer may make copies of the Software in object code form, for archival and backup purposes only. Title to all Software shall remain and vest solely with CyberKoders or its licensors. Customer acknowledges CyberKoders claim that the Software contains its trade secrets and shall treat it as such. Customer will not attempt to disassemble, decompile, reverse-engineer or otherwise endeavor to discover or disclose the source code or the methods and concepts embodied in the Software. Except as expressly allowed under this Agreement, Customer shall not use, copy, modify, transcribe, store, translate, sell, lease, transfer or distribute any of the Software in whole or in part. Customer shall not remove or destroy any copyright, patent, trademark or other proprietary mark or notice on any Software and shall reproduce any such marks on any copies that Customer makes hereunder.
  3. The Software may contain certain components that are so-called Free and Open Source Software, that are subject to separate licenses between the copyright owner and Customer. Copies of such licenses are available upon request from CyberKoders
3

Prices and Payments

  1. The price for Products purchased or licensed hereunder shall be that provided in ARIA’s quotation, or, if no quotation is valid and existing, then the price listed in CyberKoders standard price list. Prices shall be memorialized in an accepted Order, and shall be exclusive of taxes and shipping charges, which shall be added to the invoice as separate line items.
  2. Customer shall pay for Products ordered under this Agreement within thirty (30) days from the date of invoice, which shall be issued on the date that the Software component of the Order is made available for download. Payment of other charges invoiced separately shall be made within thirty (30) days of invoice date. Customer agrees to pay CyberKoders interest of one and one half percent (1.5%) per month or the maximum legal rate in effect, whichever is less, on the balance remaining unpaid, beyond the payment due date(s) set forth above.