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TERMS AND CONDITIONS

Provide smarter, faster solutions for the First 100 feet and Last 100 feet
for any space, any need, in any industry

CASI Terms and Conditions

1. INTRODUCTION

1.1 These Terms and Conditions (“T&Cs”) are entered into as of the date of the Proposal by Cornerstone Automation Systems, LLC, a Texas limited liability company (“CASI”) and Customer with respect to the provision by CASI to Customer of the System described in the Proposal. All terms not defined herein shall have the meaning ascribed to them in the Proposal.

2. SYSTEM TO BE PROVIDED

2.1 CASI agrees that it will provide, test and, install (if provided for in the Proposal) the equipment, hardware, software and firmware for the System. The location provided in the Proposal forms an integral part of the System, and the location may not be modified without the prior written consent of CASI.

3. SYSTEM SPECIFICATIONS

3.1 Customer and CASI agree that supporting detail for the System specifications and capabilities contained within the Proposal will be further defined within the CASI Product written specifications or the System Requirements Document (“Specifications”) jointly developed after receipt of the initial payment for the System and approved by Customer upon document completion. Customer acknowledges that the purpose of the Specifications is to clearly document the requirements that are within the System scope of the Proposal, and that requested deviations from that original System scope could result in a price modification by amendment to these T&Cs or change order.

4. INTELLECTUAL PROPERTY AND SYSTEM SOFTWARE

4.1 Customer and CASI each retain all right, title and interest (including all trademarks, trade secrets, copyrights, patents and any other intellectual property or proprietary rights) in and to its respective Background Intellectual Property. “Intellectual Property” consists of each party’s concepts, data, designs, developments, documentation, drawings, hardware, improvements, information, inventions, processes, software, techniques, technology, tools, and any other intellectual property, and any third-party licenses or other rights to use any of the foregoing. “Background Intellectual Property” means Intellectual Property owned, developed, and/or licensed by a party prior to the Effective Date. Retained Intellectual Property cannot be duplicated or copied and may be used only in connection with the use of the System which is the subject of these T&Cs at the locations specified in the Proposal.

4.2 Any Intellectual Property developed by CASI during the term of the Proposal shall be the sole property of CASI. Without limiting the generality of the foregoing, CASI will retain all right, title and interest in all of CASI’s ideas, know-how, approaches, methodologies, concepts, skills, tools, techniques, expressions, processes, and hardware, including, without limitation, generally-applicable software and code (and related components), independently-developed software and code (and related components), and any Intellectual Property rights in any of the foregoing, whether possessed by CASI prior to, or acquired, developed, or refined by CASI during performance of the Proposal. In the course of viewing and accessing the System, Customer may furnish information, ideas, or know-how (“Feedback”) to CASI. Customer

agrees and does hereby assign all right, title, and interest it may have in the Feedback to CASI. The Customer agrees to perform any further act and execute and deliver any documents that may be reasonably necessary to carry out the provisions of this Section. Customer acknowledges and agrees that CASI may provide services to, or prepare materials for, third parties that may be the same or similar to the System provided to Customer under the Proposal.

4.3 The software and firmware licenses provided by CASI are those specified within the Proposal.

5. SCOPE OF WORK

5.1 The scope of work for each of CASI and the Customer shall be that specified within the Proposal, unless subsequently modified by written amendment or change order.

5.2 If applicable, the Customer agrees to provide CASI with all relevant Customer business rules required to develop the software design for the System within two (2) weeks of Specifications approval, and acknowledges that additions, modifications, or subtractions to the business rules after this timeframe could result in a delay to System Completion and/or a price modification.

6. SYSTEM COMPLETION

6.1 CASI agrees that the System shall be ready for the Factory Acceptance Test (FAT) within the time period set forth in the Proposal, subject to such modifications as the parties may agree based upon written amendments or change orders, delays caused by Customer, including the failure to provide information or make milestone payments on a timely basis, and Excusable Delays (the “Deadline”). The term (“Excusable Delay”) means any delay in delivery that is beyond the reasonable control of CASI provided it gives Customer timely written notice of such Excusable Delay and takes commercially reasonable measures to mitigate such Excusable Delay.

7. EVENT OF DEFAULT; REMEDIES; EARLY CANCELLATION.

7.1 An “Event of Default” shall be deemed to exist hereunder if (a) either party fails to make a required payment hereunder within the time period provided in the Proposal and shall fail to cure such failure within ten (10) days following receipt of written notice (a “Monetary Default”), or (b) either party shall otherwise breach a provision of these T&Cs and fail to cure such failure within sixty (60) days following receipt of written notice (a “Non-Monetary Default”). Breach shall include a failure to perform services or deliver goods as required hereunder (including the Specifications, FAT, or CAT), to make sufficient progress towards completion of the System so as to endanger timely and proper completion and installation of the System.

7.2 Following the occurrence of a Monetary Default, the non-defaulting party may, at its option, cease performance hereunder until the Event of Default is cured, any completion deadlines shall be extended by one day from the expiration of the 10-day cure period until cured, and otherwise exercise such other rights and remedies as are available at law or equity, including the termination of these T&Cs.

7.3 Following the occurrence of a Non-Monetary Default, the non-defaulting party may, at its option, cease performance hereunder until the Event of Default is cured and otherwise

exercise such other rights and remedies as are available at law or equity, including the termination of these T&Cs.

7.4 NOTWITHSTANDING ANY OTHER PROVISIONS OF THESE TERMS AND CONDITIONS OR IN ANY OTHER DOCUMENT, UNDER NO CIRCUMSTANCES IS EITHER PARTY NOR ANY OF THEIR AFFILIATES, OFFICERS, DIRECTORS, MANAGERS, MEMBERS, SHAREHOLDERS OR PARTNERS LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT, MULTIPLE, ADMINISTRATIVE, OR PUNITIVE DAMAGES, OR ANY DAMAGE OF ANY INDIRECT OR CONSEQUENTIAL NATURE ARISING OUT OF OR RELATED TO THE MAKING OR ITS PERFORMANCE UNDER THE PROPOSAL, WHETHER BASED UPON BREACH OF ANY AGREEMENT, WARRANTY, NEGLIGENT MISREPRESENTATION OR NEGLIGENCE AND WHETHER GROUNDED IN TORT, CONTRACT, CIVIL LAW, OR OTHER THEORIES OF LIABILITY EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. CASI’S TOTAL LIABILITY, INCLUDING BUT NOT LIMITED TO LIABILITY FOR INDEMNITY, DEFENSE, AND HOLD HARMLESS OBLIGATIONS, IS LIMITED TO NO MORE THAN THE AMOUNT PAID TO CASI BY CUSTOMER.

7.5 Customer shall have the right to cancel these T&Cs for convenience upon written notice to CASI and subject to the payment to CASI of an amount equal to the sum of all direct material costs (including restocking charges), all direct labor and related burden costs, along with a proportionate level of profit on all such costs associated with these T&Cs solely as determined by CASI. The minimum cancellation fee is an amount equal to thirty percent (30%) of the contract price at the time of cancellation.

8. MISCELLANEOUS.

8.1 Notices. All notices required or permitted under these T&Cs shall be in writing and shall be deemed given when (i) personally delivered; (ii) mailed by first class certified mail, return receipt requested; (iii) sent by a national express courier or delivery service, with receipt confirmed; or (iv) sent by email, with receipt acknowledged. Notices will be sent to the applicable party as set forth below:

If to CASI: Cornerstone Automation Systems, Inc., Attn: CEO 10601 Clarence Drive, Suite 100, Frisco, TX 75033. with a copy to the Legal Department at the same address.

If to Customer: Customer address in the Proposal

8.2 Confidentiality. Neither party shall disclose any proprietary or confidential information obtained from the other unless so directed by a court of law or government authority. Customer agrees to keep the pricing provided by CASI confidential except as may be necessary to share with employees, accounting and legal professionals and governmental agencies.

8.3 Contractor Status. The relationship of CASI to Customer is that of an independent contractor and not that of an agent or employee of Customer. It is expressly understood and agreed by the parties that Customer shall not have, nor exercise, any control or direction over the manner or methods by which CASI provides services other than the right to require that the performance of such services be in accordance and consistent with the terms set forth in the Proposal.

9. INDEMNIFICATION.

9.1 Subject to the limitation on liability contained in Section 7.4, Customer shall at all times indemnify and save CASI harmless against and from all claims, losses, liability, expenses, and other detriments of every nature and description to which CASI may be subjected by reason of any act or omission of Customer, its subcontractors, consultants, agents, officers, directors, managers, members and employees where such loss, liability, expense or other detriment caused by the negligent performance of or the failure to perform under the Proposal, including, but not limited to, personal injury (including death) and loss of or damage to property of CASI or other.

Subject to the limitation on liability contained in Section 7.4, CASI shall at all times indemnify and save Customer harmless against and from all claims, losses, liability, expenses, and other detriments of every nature and description to which Customer may be subjected by reason of any act or omission of CASI, its subcontractors, consultants, agents, officers, directors, managers, members and employees where such loss, liability, expense or other detriment is caused by the negligent performance of or the failure to perform under the Proposal, including, but not limited to, personal injury (including death) and loss of or damage to property of Customer or others. This indemnity includes any claim, loss or other detriment arising from any alleged infringement of the software or any of the equipment comprising the System as to the intellectual property rights of any other party.

The foregoing indemnities shall not include any losses or other detriments caused by the negligence or willful misconduct of any indemnified party.

9.2 Entire Agreement. The Proposal, any related appendices and the documents and agreements to be delivered thereunder (including the Specifications), taken together, are the exclusive statement of the agreement of the parties with respect to its subject matter and supersede all prior agreements, negotiations, representations, proposals, and awards, written or oral, relating to its subject matter. CUSTOMER ACKNOWLEDGES THAT IT IS NOT RELYING UPON ANY ORAL REPRESENTATIONS OF CASI, ANY OFFICER OR EMPLOYEE OF CASI OR ANY OTHER PERSON.

Customer and CASI agree that in the event any term, covenant or condition set forth herein is held to be invalid or void by any court of competent jurisdiction, the invalidity of any such term, covenant or condition shall in no way affect any other term, covenant or condition herein contained. Headings, titles and paragraph captions are inserted for convenience, are descriptive only and shall not be deemed to add to or detract from or otherwise modify the meaning of the paragraphs. In the event of any conflict or inconsistency between the Specifications, these T&Cs and the Proposal, the following shall be deemed the order of precedence: Specifications, Proposal, T&Cs, and the Exhibits.

9.3 Amendments; Waivers. No term of the Proposal may be amended or waived except by a written instrument signed by the party against whom such amendment or waiver is sought.

9.4 Disputes. Any disputes, which arise with respect to the Proposal, including the performance of CASI, whether in tort, breach of contract or any other grounds, which cannot be settled amicably by the parties, will be referred for mediation in Dallas, Texas before a mutually approved mediator. Each party shall bear its own costs of such mediation and equally split all costs of the mediator. If the mediator declares an impasse, the dispute shall then be settled

by arbitration in Dallas, Texas, by one arbitrator appointed by the American Arbitration Association (“AAA”) and conducted under the commercial rules of the AAA. Notwithstanding the foregoing, nothing herein shall limit the right of CASI to enforce its intellectual property rights through a court proceeding, including through injunctive relief.

9.5 Limitation on Cause of Action. Except for actions for non-payment or breach of CASI’s intellectual property rights, no action, regardless of form, arising out of or in connection with the Proposal may be brought by either party more than one year after the cause of action has accrued.

9.6 Attorney Fees. In any proceeding brought to enforce or interpret the terms of the Proposal, including an arbitration proceeding, the prevailing party shall be entitled to recover its attorneys’ fees and costs incurred.

9.7 Assignment. Neither party may assign or delegate its rights and obligations hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed; provided, however, either party may assign its rights and obligations to any entity which acquires all or substantially all of the assets of such party by acquisition, merger or other form of business combination and expressly assumes all obligations of the assigning party.

9.8 Governing Law and Jurisdiction. The Proposal and all other matters between the parties shall be governed by and construed in accordance with the laws of the State of Texas without giving effect to the conflict of laws principles thereof. In the event of any dispute related to or arising under the Proposal, the parties agree to the exclusive jurisdiction of the state and federal courts of Dallas County, Texas. This provision does not modify the provisions of Section 8.7 providing for arbitration as the exclusive method of resolution of disputes except as expressly set forth therein.

9.9 Counterparts. These T&Cs may be executed in counterparts, each of which shall be deemed an original, and shall be effective upon execution and delivery by each party of a counterpart hereof.

10 CASI MAY UPDATE THIS CASI TERMS AND CONDITIONS, WHICH IS EFFECTIVE UPON POSTING, AT: https://www.casiusa.com/casiterms. CUSTOMER IS RESPONSIBLE TO REVIEW THE WEBSITE FOR UPDATES.

Rev B. 7-26-24

CASI Warranty Statement

With respect to the products sold (“Product(s)”, collectively, the “Solution”) to the Customer (“Customer”), CASI warrants that a.) Upon payment in full, CASI will transfer the title of the Products to the Customer, and b.) All services provided by CASI will be performed in a good and worker-like manner based on commercially reasonable practices and standards.


The Warranty Commencement Date, herein known as the “Warranty Date,” begins the day of shipment from CASI and is valid for a period of thirteen (13) months unless otherwise specified in the Proposal, where CASI warrants the Solution shall perform substantially in accordance with the SRD or the CASI Product written specifications (the “Performance Warranty”). Subject to the disclaimers herein, if there is a breach of the foregoing Performance Warranty, CASI shall, at its discretion, use CASI Certified Technicians to fix, repair or replace defective parts. The foregoing is the Licensee’s sole and exclusive remedy for a breach of the Performance Warranty.

Preventative maintenance is required for the continued functionality of the Products, and

standard preventative maintenance is the Customer’s responsibility. Approved CASI parts should be used for all preventative maintenance. The required preventative maintenance schedule and requirements are found in the “User Guide.” Failure to adhere to the preventative maintenance requirements or use of non-CASI parts shall void the Performance Warranty and eliminate any associated support and service benefits contained within.


Defects or problems related to the use of the Solution in a manner inconsistent with the SRD or CASI’s written specifications and any changes made to the system, not approved, or performed by CASI, shall void the warranty and eliminate any associated support benefits contained within. Any services work needing to be performed to correct non-approved changes will be billed to the Customer at prevailing CASI Certified Technician and Engineering (if applicable) rates.


CASI WARRANTY SUPPORT REQUIRES REMOTE ACCESS. IF REMOTE ACCESS IS NOT PROVIDED, THEN ANY LABOR REQUIRED TO TRIAGE, TROUBLESHOOT, AND RESOLVE ISSUES, INCLUDING ASSOCIATED TRAVEL TIME AND MATERIALS, WILL BE BILLED TO THE CUSTOMER AT PREVAILING CASI-CERTIFIED TECHNICIAN AND ENGINEERING (IF APPLICABLE) RATES.


CASI Certified Technicians provide all warranty support and services. CASI Certified Technicians have the requisite training and knowledge to provide support in a professional and worker-like manner. CASI utilizes a web-based issue management software platform to generate support tickets and dispatch resources necessary to troubleshoot and rectify issues. All initial requests for support must be submitted through one of our three intake channels: (1.) Online by completing a CASI Support Ticket from the CASI Support Website at www.casiusa.com/supportform (2.) Calling the toll-free Technical Support Hotline at (800) 930-3788, or (3.) Sending an email to CASI Technical Support at support@casiusa.zendesk.com.


During the warranty period, response times on critical issues received Monday through Friday (excluding CASI Holidays) between the hours of 8:00 AM and 5:00 PM CT will be responded to within 2-hour. Critical tickets received outside of this response window will be responded to the next business day. CASI will work continuously during business hours of 8:00 AM and 5:00 PM CT to resolve critical tickets. An issue is considered “critical” if the entire Solution, or critical subpart of the Solution, is unavailable. For non-critical issues, CASI will exert all reasonable efforts to respond within 4 hours during the designated warranty service hours. In addition, CASI will use reasonable efforts during business hours of 8:00 and 5:00 PM CT to resolve non-critical tickets based on CASI assigned priority.


If, during the Warranty Period, the remote assessment determines an on-site service visit is necessary, CASI will exert all reasonable efforts to dispatch a CASI Certified Technician to your site within 24 hours. Labor during the standard warranty period is provided Monday through Friday (excluding CASI Holidays) between 8:00 AM and 5:00 PM CT. Travel time to and from the site and materials used during site visit are the Customer’s responsibility and will be billed separately.


All warranty service is performed in accordance with CASI’s standard policies and procedures, which require open and timely access to the end user’s facilities and equipment. To the extent that the Customer specific service requirements increase the time required for a CASI technician to perform warranty services, or if special arrangements are required for a CASI technician to access the equipment to perform maintenance services under this warranty, or if CASI must alter normal service procedures to perform warranty services, additional fees and charges may apply.


THE CASI WARRANTY AND CASI SUPPORT AND SERVICES AGREEMENT ARE NOT MAINTENANCE AGREEMENTS. THE CUSTOMER IS EXPECTED TO PERFORM PREVENTIVE MAINTENANCE, USING APPROVED CASI PARTS, AND BASIC MECHANICAL TROUBLESHOOTING WITH CASI REMOTE WARRANTY SUPPORT PROVIDING GUIDANCE IF NEEDED. ADDITIONALLY, THE CASI WARRANTY AND SUPPORT AGREEMENTS DO NOT PROVIDE CUSTOMERS THE ABILITY TO REQUEST CHANGES IN SYSTEM FUNCTIONALITY. FUNCTION CHANGE REQUESTS WILL BE QUOTED SEPARATELY AND EXECUTED AS A NEW PROJECT.


FURTHER, CASI DOES NOT WARRANT THAT THE OPERATION OF THE PRODUCTS OR PROGRAMS SUPPLIED HEREUNDER WILL BE ERROR OR “BUG” FREE. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE PRODUCTS, PROGRAM, AND SOLUTION ARE PROVIDED WITH NO OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT
LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS OR SUITABILITY FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. CASI MAKES NO WARRANTY OF ANY KIND THAT PRODUCTS, PROGRAMS, AND DOCUMENTATION, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET THE CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE.


CASI SHALL NOT BE HELD RESPONSIBLE OR LIABLE IN ANY EVENT FOR INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE WHATSOEVER TO PERSONS, PROPERTY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH THE PERFORMANCE OR USE OF THE SOLUTIONS, PROGRAMS, PRODUCTS, OR PARTS SOLD HEREUNDER, OR THEIR USE BY A RESELLER, RESELLER’S CUSTOMER, OR AN END USER OF THE PRODUCTS, OR THE EMPLOYEES OR AGENTS OF ANY OF THEM, WHETHER OR NOT CASI HAS ACTUAL KNOWLEDGE REGARDING THE POSSIBILITY OF SUCH LOSS OR DAMAGE.


CASI MAY UPDATE THIS CASI WARRANTY AGREEMENT, WHICH IS EFFECTIVE UPON POSTING AT: https://www.casiusa.com/casiterms.


CUSTOMER IS RESPONSIBLE TO REVIEW THE WEBSITE FOR UPDATES.

Rev A. 7-11-24

CASI Support and Service Terms and Conditions

CASI SUPPORT AGREEMENTS ARE NOT MAINTENANCE AGREEMENTS. THE CUSTOMER IS EXPECTED TO PERFORM REQUIRED MAINTENANCE ACTIVITIES AND BASIC MECHANICAL TROUBLESHOOTING WITH CASI REMOTE WARRANTY SUPPORT PROVIDING GUIDANCE IF NEEDED. ADDITIONALLY, THE CASI WARRANTY AND SUPPORT AND SERVICESAGREEMENTS DO NOT PROVIDE CUSTOMERS THE ABILITY TO REQUEST CHANGES IN SYSTEM FUNCTIONALITY.

FUNCTION CHANGE REQUESTS WILL BE QUOTED SEPARATELY AND EXECUTED AS A NEW PROJECT.

FURTHER, CASI DOES NOT WARRANT THAT THE OPERATION OF THE PRODUCTS OR PROGRAMS SUPPLIED HEREUNDER WILL BE ERROR OR “BUG” FREE. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SOFTWARE IS PROVIDED WITH NO OTHER WARRANTIES, EXPRESSED OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS OR SUITABILITY FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. CASI MAKES NO WARRANTY OF ANY KIND THAT PRODUCTS, PROGRAMS, AND DOCUMENTATION, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET THE CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANYINTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE,   ACCURATE,   COMPLETE,   FREE   OF   HARMFUL   CODE,   OR   ERROR-FREE.

CASI SHALL NOT BE HELD RESPONSIBLE OR LIABLE IN ANY EVENT FOR INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE WHATSOEVER TO PERSONS, PROPERTY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH THE PERFORMANCE OR USE OF THE SOLUTIONS, PROGRAMS, PRODUCTS, OR PARTS SOLD HEREUNDER, OR THEIR USE BY A RESELLER, RESELLER’S CUSTOMER, OR AN END USER OF THE PRODUCTS, OR THE EMPLOYEES OR AGENTS OF ANY OF THEM, WHETHER OR NOT CASI HAS ACTUAL KNOWLEDGE REGARDING THE POSSIBILITY OF SUCH LOSS OR DAMAGE.

CASI MAY UPDATE THIS CASI SUPPORT AND SERVICES AGREEMENT, WHICH IS EFFECTIVE UPON POSTING AT: https://www.casiusa.com/casiterms. CUSTOMER IS RESPONSIBLE TO REVIEW THE WEBSITE FOR UPDATES.

Rev A. 7-12-23

CASI Software and Firmware License

The Software and Firmware (“Program(s)“) license terms applicable to the products sold (“Products“) to Customer (“Customer”) are shown below and shall be passed through to the Customer, hereinafter, “Licensee“.

  • Firmware. “Firmware” is defined as the ladder logic programming, flow chart programming, machine code, and similar control software embedded within the controls of any CASI Products sold to Customer. Firmware shall not be modified, copied, or used for any purpose except as approved in writing by CASI.
  • Software. “Software” is defined as the source and binary code version of the software and interfaces licensed to Licensee by CASI for use in the Product, including any subsequently released Updates (as defined herein), as delivered and/or installed by CASI.
  • Update. “Update” is defined as a subsequent release of the Programs which CASI makes generally available to other like-situated customers at no additional license fee, provided all applicable licensing or support fees associated with the Programs are paid in full; an “Update” specifically excludes any Program release, option, or future Product functionality which CASI licenses separately.
  • Third-Party Software. “Third-Party Software” is defined as software, updates, and documentation developed by a third-party, which CASI sub-licenses or assigns to Licensee.

License Terms and Conditions. Subject to the foregoing definitions, the following License terms and conditions govern CASI’s grant to Licensee of Program licenses with respect to the Product:

  • License Grant. CASI grants to the party purchasing the Product from an authorized CASI Licensee, a limited, non-transferable, non-sublicensable, and non-exclusive right to use the Software and Firmware for Customer’s internal use in connection with the Product (“License“) during the Term. The Programs may be used only in connection with the Product sold to Customer in a manner consistent with the terms of the applicable Proposal, Agreements, User Guide, and / or specification requirements document (“SRD”) and shall include the right of Licensee to use a CASI-approved third party integrator install and integrate the Programs and Products, provided the integrator adheres to the scope of the License.

CUSTOMER ACKNOWLEDGES AND AGREES THAT THE LICENSE IS NECESSARY FOR OPERATION AND ENJOYMENT OF THE PRODUCT. IN THE EVENT THAT CUSTOMER DOES NOT RENEW THE LICENSE AND PAY THE LICENSE FEE, THE SOFTWARE AND FIRMWARE IS CONFIGURED TO LOCK AND WILL BE INACCESSIBLE FOR USE, RENDERING THE PRODUCT INACCESSIBLE FOR USE UNTIL THE LICENSE IS RENEWED.

  • Programs Ownership. All Programs are a proprietary product of CASI and is protected by various patents and copyrights, both domestic and international. CASI retains all right, title, and interest in the Programs, and all copies of the Programs, regardless of the media or form on or in which the Programs or other copies may exist, including copies which are made in violation of the terms of this License. Nothing contained in the Proposal shall constitute a sale, or any transfer or rights, title, or interest by CASI of any rights in the Programs.
  • Restrictions on Use. Licensee may not:
    • Transfer the Programs to multiple Products or third-party machinery.
    • Distribute copies of the Programs, or accompanying materials or documentation, to others.
    • Copy, modify, adapt, translate, reverse-engineer, decompile, disassemble, or create derivative Programs based upon the Programs.
    • Copy, modify, adapt, translate, or create derivative documentation based upon CASI’s written documentation accompanying the Programs, including without limitation the User Guide and SRD; or
    • Assign, rent, lease, sell, sub-license, pledge, encumber, or otherwise transfer the Programs without the prior written consent of CASI.
    • Remove any proprietary rights notices from the Programs or written documentation accompanying the Programs, including without limitation the User Guide and SRD.
    • Using the Programs for purposes of (i) benchmarking or competitive analysis of the Products; (ii) developing, using, or providing a competing product or service, or (iii) violation of any applicable law.
  • Term; Termination of License. The term of the License shall begin on the delivery of the Product to Customer and shall continue in effect for one (1) year (the “Initial Term), where the term shall automatically renew for additional one (1) year terms (each a “Renewal Term,” where the Initial Term and Renewal Term are collectively referred to as the “Term”) unless notice of non-renewal is provided by either party at least thirty (30) days in advance of the end of the Initial or any Renewal Term. The License may be terminated upon written notice to Customer by CASI for Customer’s breach of or failure to comply with the terms outlined herein, including without limitation, continued timely payment of CASI’s annual Licensing fees. Upon termination, Licensee shall immediately return all Software, all copies thereof, and all printed and written materials to CASI at Licensee’s expense.
  • License Fees. Customer shall pay CASI the license fees (“Fees”) in advance of the Initial or any Renewal Term as set forth in an invoice without offset or deduction. Customer shall make all payments hereunder in US dollars on or before the due date set forth in an invoice. If Customer fails to make any payment when due, without limiting Provider’s other rights and remedies: (i) Provider may charge interest on the past due amount at the rate of 1.5% per month, or the highest rate permitted under applicable law; (ii) Customer shall reimburse CASI for all costs incurred by CASI in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees; and (iii) if such failure continues for past the invoice due date, CASI may suspend Customer’s access to any portion or all of the Software and Firmware until such amounts are paid in full. All Fees and other amounts payable by Customer under this agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on CASI’s income. CASI reserves the right to modify Fees for any Renewal Term at its discretion.
  • Modifications. In the event Licensee alters, modifies, translates, or adapts, in whole or in part, the Programs (“Modifications”) in violation of the License, CASI shall own all right, title, and interest in and to the Modifications, and Licensee shall and does hereby assign its entire right, title, and interest in and to the Modifications to CASI. Licensee shall require all of its authorized users to assign any right, title, and interest each may have in and to any Modifications to Licensee in order for Licensee to fully effectuate this section.
  • Updates. Updates may be created or issued by CASI from time to time. Any such Updates made during the Warranty period or during time period of active enrollment in of CASI’s Premier support plans shall be made available to the Licensee. Retrofitting of updates due to breaks in Premier support continuity could be subject to additional fees and services.
  • Special Function Software and Firmware, Extensions to Product Programs. CASI may provide additional program services to modify the then existing Product functionality or to add additional functionality not contained in the Program (“Special Function Programs”). Special Function Programs shall be provided at an additional cost and subject to the License and any additional terms as mutually agreed upon between the parties prior to installation. Special Function Programs are subject to the warranty terms and support terms applicable to Programs. CASI shall own all right, title, and interest in and to the Special Function Programs.
  • Third-Party Software. Unless otherwise agreed to in writing by the parties, the use in the Products of any Third-Party Software will be governed by the terms and conditions set forth by the supplier of such Third-Party.
  • Acceptance. Immediately upon installation, Licensee shall review the Programs and Products (collectively, the “Solution”) during the “Customer Acceptance Test” to ensure that it performs in accordance with the SRD. Acceptance shall occur on the first business day following Customer Acceptance Testing; provided, however, Licensee, may in good faith reject the Solution if the Solution fails to perform in accordance with the SRD, in which case acceptance shall be deemed not to have occurred. In such event, Licensee shall promptly notify CASI in writing describing specifically the reason for rejection (the “Notice of Rejection”). Within five business days following receipt by CASI of the Notice of Rejection from Licensee, CASI shall either correct the failure or submit to Licensee in writing a plan for correcting such errors which shall describe in detail how CASI intends to correct the errors and the time required for such correction (the “Correction Plan”). Upon completion of the Correction Plan, Licensee shall conduct its acceptance testing again for another Acceptance Period in accordance with the procedure set forth above. In the event the Solution fails Licensee’s second acceptance test, upon mutual agreement of CASI and Licensee, the Solution may undergo another round of correction acceptance or the parties may terminate the Agreement and CASI shall refund to Licensee an amount equal to all sums previously paid to CASI in connection with the Solution. If Licensee provides written notice to CASI that the Solution has been accepted or if the Licensee fails to reject the Software during the Acceptance Testing Period then the Software will be deemed to be “Accepted” and the date upon which such Acceptance is deemed to occur is the “Warranty Date.”
  • Support. During the Term, CASI will provide support and maintenance to the Customer pursuant to the CASI Service and Support Pricing and CASI Extended Support Options attachments.

CASI DOES NOT WARRANT THAT THE OPERATION OF THE SOLUTION SUPPLIED HEREUNDER WILL BE ERROR OR “BUG” FREE. EXCEPT AS EXPRESSLY PROVIDED IN THIS LICENSE GRANT, THE SOLUTIONS ARE PROVIDED WITH NO OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS OR SUITABILITY FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. CASI MAKES NO WARRANTY OF ANY KIND THAT THE SOLUTION AND DOCUMENTATION OR RESULTS OF THE USE THEREOF, WILL MEET LICENSEE’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.

CASI SHALL NOT BE HELD RESPONSIBLE OR LIABLE IN ANY EVENT FOR INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE WHATSOEVER, TO PERSONS, PROPERTY OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH THE PERFORMANCE OR USE OF THE SOLUTIONS, PRODUCTS OR PROGRAMS SOLD HEREUNDER, OR ITS USE BY A RESELLER, RESELLER’S CLIENT, OR AN END USER OF THE SOLUTION, OR THE EMPLOYEES OR AGENTS OF ANY OF THEM, WHETHER OR NOT CASI HAS ACTUAL KNOWLEDGE REGARDING THE POSSIBILITY OF SUCH LOSS OR DAMAGE.

CASI MAY UPDATE THIS SOFTWARE AND FIRMWARE LICENSING AGREEMENT, WHICH IS EFFECTIVE UPON POSTING AT https://www.casiusa.com/casiterms. CUSTOMER IS RESPONSIBLE TO REVIEW THE WEBSITE FOR UPDATES.

Rev A. 7-12-23