28 Eastmans Rd Parsippany-Troy Hills, NJ 07054
(973) 598-0808
sales@micrologic.net | support@micrologic.net

Customer Terms and Conditions

Effective From: March 2024

  1. Agreement of the Parties.  These Customer Terms and Conditions (these “Terms and Conditions”), together with the estimate(s) (the “Estimate”) to which they are affixed and any invoice(s) issued thereunder (collectively, this “Agreement”), made as of the Effective Date, constitute a binding contract between Micrologic Associates, LLC (“Micrologic”) and the party identified as the party being billed on the applicable Estimate (“Customer”). The Agreement is formed when an authorized representative of Customer executes the Estimate. By signing the Estimate, Customer acknowledges that it has read and understands these Terms and Conditions and agrees to be bound by them. In the event of conflict, the Estimate controls as to quantity, Site Address, shipment/delivery details, and item configuration; these Terms and Conditions control on all other matters.  Customer acknowledges and agrees that Micrologic may revise these Terms and Conditions as set forth in the Section titled “Changes to Terms and Conditions”.
  1. Definitions
    1. “Business Day”: Any day other than a Saturday, Sunday, or U.S. federal holiday.
    2. “Confidential Information” means any non-public information in any form and however transmitted, whether orally, visually, in writing, or by electronic communication, that both Parties reasonably and in good faith deem to be confidential or proprietary. Confidential Information includes, but is not limited to, technological disclosures, trade secrets, ideas, concepts, know-how, business operations, plans, strategies, customer information, pricing information, and any other information that the disclosing Party is contractually or otherwise bound to keep confidential. Confidential Information may, but is not obligated to be designated, marked, or otherwise identified as “confidential.” See exclusions in the section titled “Confidentiality” below.
    3. “Contract Period”: The license term set forth on the Estimate commencing on the Software Activation Date and auto-renewing for successive Contract Periods unless either party gives at least thirty (30) days’ prior written notice of non-renewal. Auto-renewal is conditioned on Customer not being in default under this Agreement or any Support Agreement as of the renewal date.
    4. “Documentation”: means the user guides, manuals, online help, release notes, and other technical or operational materials that Micrologic makes generally available to its customers regarding installation, configuration, operation, use, support, or maintenance of the Hardware and Licensed Software (in any form or medium).
    5. “Effective Date”: means the date the applicable Estimate is last signed by Customer.
    6. “Estimate”: Micrologic’s written quote, statement of work, or order document for the applicable transaction, issued by Micrologic and accepted by Customer, that identifies, among other things, the Hardware, Licensed Software (and any modules), services (including installation), Site Address, quantities, delivery terms, and pricing. An Estimate may be updated or supplemented by a revised estimate, change order, or addendum signed by the parties, and each such document is deemed part of the Estimate for that order. If there is a conflict between the Estimate and these Terms and Conditions, the order of precedence in Section 1 applies.
    7. “Hardware”: The hardware identified on the Estimate. Any item supplied hereunder that is goods, tangible personal property, or software embedded in goods is treated as Hardware for purposes of this Agreement.
    8. “Initial Deposit” The non-refundable amount equal to the percentage of the Purchase Price specified on the applicable Estimate, due on or before the Effective Date and credited against the Purchase Price (unless otherwise stated on the Estimate or in a signed addendum).
    9. “Intellectual Property Rights”: Any and all registered and unregistered rights to plans, ideas, designs, or other intangible assets. Such rights are granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, right of publicity, other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.
    10. “License”: The nonexclusive, nontransferable right granted by Micrologic to Customer under Section 4(a) to use the Licensed Software solely for the Permitted Use, during the Contract Period and subject to this Agreement (including the Support Agreement and any site/hardware restrictions).
    11. “Licensed Software”: Micrologic software identified on the Estimate and any Micrologic-supplied software embedded in or delivered with the Hardware (excluding Third-Party Software); “Licensed Software” includes Maintenance Releases including New Versions Micrologic may choose to release during the Term.
    12. “Maintenance Release” or “Update”: Any update, release, patch, or other adaptation or modification of the Licensed Software or Documentation that Micrologic may optionally and periodically provide to Customer during the Term. Such release may include, but is not limited to, error corrections, enhancements, improvements, or other changes to the Licensed Software’s functionality, compatibility, capabilities, performance, efficiency, user interface, or quality.  Maintenance Releases may be identified by a change to the numbers to the right of the first decimal point of the version number (such as migrating from software release version 2.2 to 2.3; or moving from version 2.1.1 to 2.1.2). Maintenance Releases do not include other services such as installation, configuration, professional services or on-site support. Maintenance Releases are separate and distinct from any New Version Micrologic may choose to release during the Term.
    13. “New Version” or “Upgrade”: Any new variant of the Licensed Software that contains enhancements, features or capabilities not in the then-current version of the Licensed Software that Micrologic may introduce and market from time to time as a distinct licensed product typically indicated by a change to the left of the first decimal in the version number (e.g., 4.1 → 5.1).
    14. “Parties”:  Customer and Micrologic collectively. 
    15. “Party”:  Customer or Micrologic individually.
    16. “Permitted Use”: Customer’s internal business use of the Licensed Software solely at the Site Address by Customer’s personnel (including contractors acting on Customer’s behalf), and only on Hardware supplied by Micrologic (or other hardware pre-approved by Micrologic in writing). Use at any other site or location (including any alternate shipping destination listed on the Estimate) or by any other person, organization, or entity is prohibited without Micrologic’s prior written consent.
    17. “Site Address”: The Site agreed to by the Parties and identified on the Estimate.
    18. “Software Activation Date”: The date the Micrologic system is brought online at the Site Address after installation and configuration such that the Licensed Software is available for production use (go-live).
    19. “Support Agreement”: Micrologic’s Software Maintenance and Support Agreement and/or Premium Support Agreement, as applicable.
    20. “Support Services”: The maintenance, technical support, updates (if included), and related managed services that Micrologic provides for the Licensed Software (and supported Hardware, if specified) as expressly set forth on the applicable Estimate or Support Agreement, as further described in Section 8(b).
    21. “Third-Party Software”: Software owned by a third party (whether or not provided by Micrologic).
  1. Supply and Installation of Hardware. Micrologic will supply and install the Hardware identified on the Estimate at the Site Address, and will provide the labor, equipment, supplies, and materials reasonably necessary to complete that installation.
  1. Software License
    1. Grant; Term; Renewal. Subject to this Agreement, and conditioned on Customer maintaining an active Support Agreement and timely payment of all undisputed amounts, Micrologic grants Customer a License to use the Licensed Software solely for the Permitted Use. The License begins on the Software Activation Date and continues for the Contract Period, and will automatically renew for successive Contract Periods unless: (i) either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current Contract Period, or (ii) as of the renewal date Customer is in default of this Agreement or any Support Agreement (including any past-due undisputed amounts), in which case renewal will not occur and Micrologic may, in its discretion, suspend or terminate the License until the default is cured. Renewals are billed at Micrologic’s then-current Pricing Schedule (per Section 5(i)) unless otherwise agreed in writing. Nothing in this paragraph limits Micrologic’s right to terminate earlier for cause under the Termination section
    2. Post-Termination Use. Upon termination or expiration, all use of the Licensed Software ceases unless the parties enter into a written license extension on mutually agreeable terms. Any permitted post-termination use remains subject to this Agreement.
    3. Documentation. Subject to this Agreement and while the License remains in effect, Micrologic will make available to Customer the Documentation then generally made available to its customers for operation of the Licensed Software and comparable Hardware. Customer may use the Documentation solely to support the Permitted Use and may reproduce a reasonable number of copies for its internal use, provided all proprietary notices are preserved. Except as expressly permitted, Customer may not distribute the Documentation to third parties. (For clarity, Documentation does not include training or bespoke materials, which—if requested—are subject to a separate Estimate or agreement.)
  1. Pricing; Billing; Structures
    1. Purchase Price; Deposit; Balance; Alternatives.
      1. Standard. The Purchase Price is a one-time charge for Hardware and, if designated on the Estimate, the License for the Licensed Software. Customer will pay the Initial Deposit on or before the Effective Date, with the balance due prior to the Delivery Date. The Initial Deposit is credited against the Purchase Price.
      2. Alternatives by Addendum. Unless otherwise stated on the Estimate or in an addendum signed by both parties, Micrologic’s standard billing applies.
      3. Change Mechanism. The Purchase Price on an issued Estimate may be changed only by a signed change order, revised Estimate, or addendum.
    1. Sales & Billing Structures (Specified on Estimate).
      1. Bundled Purchase (Hardware + License Included). The Purchase Price includes the Licensed Software license for the initial Contract Period; a separate monthly License Fee applies during the Contract Period if expressly stated on the Estimate. Renewals, if any, will be billed per the then-current Pricing Schedule unless otherwise agreed in writing.
      2. SaaS License (Hardware Up Front; Software as Monthly SaaS).Hardware is billed under Section 5(a); the Licensed Software is billed as a recurring monthly License Fee per Section 5(c).
    1. Monthly License Fee (SaaS). Where the Estimate designates a SaaS structure, Customer will pay a monthly License Fee for the Licensed Software for the Contract Period, commencing on the Software Activation Date, with the first month pro-rated and billed on the first (1st) day of each month thereafter.
    2.  Support Agreement (Mandatory). Customer must maintain an active Support Agreement. The Support Fee is monthly, begins on the Software Activation Date, is pro-rated for the first month, and is billed on the first (1st) day of each month. The Support Fee includes maintenance and remote support and, unless expressly stated otherwise, Maintenance Releases pursuant to the Support Agreement.
    3. Premium Support (Optional). If elected under a separate written agreement, Premium Support is billed monthly, pro-rated for the first month from the Software Activation Date, and billed on the first (1st) thereafter.
    4. Modules (Recurring). Micrologic offers multiple software modules, each with its own recurring fee. By ordering or enabling any module (on an Estimate or by later written authorization), Customer is responsible for all module fees from activation through deactivation, subject to the initial system Contract Period. Module fees are billed monthly (first month pro-rated). Deactivation is effective upon 60 days’ prior written notice.
    5. Shipping; Installation.
      1. Installation Fee. The installation fee is separately stated on the Estimate and billed as part of the Purchase Price under Section 5(a).
      2. Shipping. Shipping charges for delivery and unpacking are included as estimates on the original Hardware Estimate and are billed as part of the Purchase Price under Section 5(a). Shipping is estimated and may vary; reconsignment, carrier storage/handling, warehousing, or similar occurrences may result in additional amounts invoiced upon shipment.
      3. Overage. Pursuant to Section 7, if an installation is projected to extend beyond the time allotted by Micrologic, Micrologic will issue an additional Estimate for the incremental installation effort and invoice it immediately.
    1. Delay After Confirmed Installation Date. If Customer pushes the confirmed installation date, storage and warehousing fees will be billed (if incurred), plus an amount equal to ten percent (10%) of the Support Fee that would have accrued but for the delay, until installation occurs (without changing the Contract Period start tied to activation, unless otherwise agreed).
    2. Recurring Fee Changes; Pricing Schedule. Recurring fees for License (SaaS), Support, Premium Support, and Modules are as set forth in Micrologic’s then-current Pricing Schedule or the applicable Estimate and may be updated by Micrologic upon at least thirty (30) days’ prior written notice, effective for billing periods commencing after the notice period. (For clarity, this Section 5(i) does not change a fixed Purchase Price already accepted on an issued Estimate.)
    3. Taxes; Invoicing; Disputes; Late Charges; Suspension.
      1. Taxes. All fees are exclusive of taxes; Customer shall pay applicable sales, use, VAT/GST, excise, and similar taxes (excluding taxes on Micrologic’s net income).
      2. Invoicing; When Due. Unless stated otherwise in this Agreement or on the applicable Estimate/Support Agreement, invoices are due upon receipt. Micrologic will invoice fees as they become due under this Agreement, including (as applicable) fees accruing from and after installation, any storage/warehousing fees, and any Out-of-Scope services (plus applicable taxes) following completion of such services.
      3. Disputes; Pay Undisputed. Customer must provide written notice with reasonable detail of any good-faith dispute within ten (10) days of invoice delivery and shall timely pay all undisputed amounts. The parties will cooperate in good faith to resolve any dispute promptly.
      4. Late Charges; No Accord & Satisfaction. Overdue amounts accrue interest at 1.5% per month (or the maximum rate allowed by law, if lower). A payment for less than the full amount due does not constitute an accord and satisfaction.
      5. Suspension for Nonpayment. Micrologic may suspend or disable access to the Licensed Software (and/or suspend Support Services) for unpaid, undisputed amounts after ten (10) days’ written cure notice. Suspension is in addition to other remedies.
      6. No Setoff; Non-Withholding. Customer may not offset, withhold, or delay payment of undisputed amounts. For clarity, any fees expressly set forth on the applicable Estimate or Support Agreement are not subject to reduction or withholding based on service dissatisfaction or disputes unrelated to a billing error; Customer must pay such undisputed amounts when due while the parties resolve any dispute.
      7. Survival. Customer’s obligations to pay all fees and charges properly accrued under this Agreement (including taxes, late charges, storage/warehousing, and Out-of-Scope charges) survive termination or expiration.
  1. Additional Hardware and Software. Any item sold or otherwise provided by Micrologic to Customer after the Effective Date in connection with the system (each, an “Additional Item”) is governed by this Agreement and will be deemed included within “Hardware” or “Licensed Software,” as applicable, as if listed on the Estimate. To the extent an Additional Item is Licensed Software, it is licensed subject to Section 4 (License; Term; Scope) and is coterminous with the then-current Contract Period, unless the parties agree otherwise in a signed Estimate or addendum. Fees for Additional Items are as set forth in the applicable Estimate or Micrologic’s then-current Pricing Schedule, subject to changes on notice under Section 5(i). This Section may be modified only by a written amendment signed by both parties.
  1. Delivery; Configuration.
    1. Lead Time. After receipt of the Initial Deposit, the estimated lead time is 8–12 weeks, varying by system type and configuration. All dates are estimates only; Micrologic does not guarantee delivery by any particular date.
    2. Estimated Delivery; Site Preparation; Delivery Date.
      1. After the Initial Deposit, Micrologic will provide an estimated delivery date (the “Estimated Delivery Date”). The parties will use reasonable efforts to agree on an actual delivery date near the Estimated Delivery Date.
      2. Customer, at its expense, must prepare the site in accordance with Micrologic’s reasonable requirements (including power, networking, physical space, and environmental conditions) and must accept delivery no later than the Estimated Delivery Date.
      3. Micrologic will use reasonable efforts to deliver by the Estimated Delivery Date and may, upon notice given on or before that date, extend the Estimated Delivery Date by up to thirty (30) days.
      4. Customer is solely responsible, at its expense, for integrating the Hardware and Licensed Software into Customer’s mechanical, electrical, and other systems in compliance with applicable standards.
      5. The “Hardware Delivery Date” is the date the Hardware is delivered to Customer at the Site Address.
      6. Delivery and handling fees shown on the Estimate are estimates; actual carrier charges (including reconsignment, storage/handling, warehousing, or similar charges) may vary and will be invoiced upon shipment.
    1. Preconfiguration; Programming; Training; Installation Window.
      1. Preconfiguration, programming, and training are scheduled on a Business Week basis, unless otherwise stated in the Estimate.
      2. If installation is delayed due to third-party or site conditions (e.g., tunnel controller not wired/operational, CAT5 not installed, broadband/static IP unavailable, permits/access delayed), additional charges shall apply.
      3. If installation extends beyond the allotted window, incremental time will be billed at Micrologic’s then-current daily rate (including any applicable after-hours/weekend rates). Additional travel expenses and change fees are billable.
    1. Customer-Caused Delay After Confirmed Installation Date. If Customer delays installation more than thirty (30) days beyond the mutually confirmed installation date: (1) Customer will pay storage and warehousing fees actually incurred; and (2) Customer will pay an amount equal to ten percent (10%) of the Support Fee that would have accrued but for the delay, from the 31st day until installation and acceptance occur (without changing the Contract Period commencement tied to the Software Activation Date, unless otherwise agreed in writing). Customer may not delay installation more than ninety (90) days beyond the confirmed installation date without Micrologic’s written consent.
    1. Shipping; Risk of Loss. All Hardware ships FOB (Free on Board) from Micrologic’s facility in Parsippany, New Jersey (shipping point). Risk of loss (including loss, theft, damage, or destruction) passes to Customer when the carrier takes possession of the Hardware. Customer is responsible for unloading the Hardware from the delivery vehicle, and Micrologic is not liable for damage occurring during unloading. Shipping/handling charges are non-refundable. Micrologic is not responsible for carrier delays or other transit issues outside Micrologic’s control once the Hardware leaves its facility. Licensed Software delivered electronically is not subject to shipment risk. Any loss or damage in transit does not relieve Customer of its payment obligations under this Agreement.
  1. Support
    1. Limitation on Product Support. Except as expressly agreed in a Support Agreement or in Section 8(b), Micrologic has no duty to provide Support Services or Maintenance Releases.
    2. Licensed Software Support.
      1. Scope. During the Contract Period, and subject to an active Support Agreement, timely payment of the Support Fee, and Customer’s prompt error reporting and reasonable cooperation (including providing logs, remote access, and knowledgeable personnel), Micrologic will provide maintenance and technical support to keep the Licensed Software performing in all material respects with Micrologic’s published specifications. The services provided in exchange for the Support Fee are those expressly listed on the applicable Estimate or Support Agreement (the “Support Services”) and may include: (a) incident intake, troubleshooting, and error remediation for the Licensed Software; (b) Maintenance Releases/Updates for the then-current supported version; and (c) managed services reasonably necessary to support or enhance functionality with supported Hardware and configurations—in each case only as expressly listed on the Estimate or Support Agreement. Support Services exclude any other services excluded elsewhere in this Agreement.

      2. Out-Of-Scope. Unless expressly included on the Estimate or in the Support Agreement, the Support Services do not include the following “Out-of-Scope Services”:
        1. Any service not explicitly stated as included.
        2. Service required due to abuse, misuse, neglect, accident, liquid intrusion, environmental conditions, electrical storms, power failures or fluctuations, or surge events.
        3. Failures caused by, or work on, interconnected equipment, software, data, cabling, wiring, conduit, voice/data transmission equipment or facilities not provided by Micrologic.
        4. Damage or service caused by war, public disorder, vandalism, illegal activity, fire, water or other liquids, burglary, blasting, mining, settling of foundations or concrete, or comparable externalities.
        5. Service necessitated by contact, modification, inspection, service, or tampering by anyone other than Micrologic-authorized personnel; relocations; configuration changes; installation of additional features, options, or functions; major overhauls or refurbishment.
        6. Locks/keys work (changing locks or combinations, replacing keys).
        7. Service outside stated coverage hours or expedited/after-hours service.
        8. Malfunctions resulting from use of software, media, supplies, consumables (e.g., batteries, ribbons, printheads, filters) not furnished by Micrologic or not meeting manufacturer standards.
        9. Service on unsupported equipment, components, or items (no longer supported by the vendor/manufacturer).
        10. Password/code setting, changing, securing, or management for Hardware, software, devices, or facilities.
      3. Support Services do not include training, bespoke Documentation, or professional services unless expressly listed; those offerings are available under a separate Estimate or agreement.
      4. If Micrologic elects (in its sole discretion) to perform any Out-of-Scope service, such work will be billed at Micrologic’s then-current rates (including applicable after-hours/weekend rates) plus reasonable expenses, and may require a separate Estimate, change order, or written authorization.
    1. Support Performance; Limitations. Micrologic does not warrant error-free operation and has no obligation to correct errors that: (i) would require unreasonable time or cost to remediate; (ii) arise from misuse, neglect, or operation outside supported specifications or environments; or (iii) result from non-Micrologic modifications or third-party components. Micrologic makes no warranty as to operation with hardware or components other than the Hardware on which Micrologic installed (or expressly approved for) the Licensed Software. If Customer’s acts or omissions caused or contributed to an issue (including failure to follow this Agreement or Micrologic specifications), Micrologic may, at Customer’s request, perform remedial work at Micrologic’s then-current rates plus reasonable expenses. Unless expressly agreed in writing, Support Services do not extend to any other goods or software provided to Customer.
  1. Customer Responsibilities.
    1. Use, Supervision, and Continuity. Except as expressly stated otherwise in this Agreement, Customer is solely responsible for supervising, managing, and controlling its use of the Hardware, Licensed Software, and any other materials furnished hereunder, including: (i) proper system configuration, audit controls, and operating methods; (ii) establishing and maintaining adequate backup and business-continuity plans for operation of the Hardware and Licensed Software; (iii) implementing procedures and checkpoints to meet Customer’s security and accuracy requirements (including restart/recovery after a malfunction); and (iv) maintaining manual work-around procedures for operation of Customer’s business if the Hardware or Licensed Software is unavailable.
    2. Legal Compliance; Notice of Changes; Regulatory Cost Impacts. During the Contract Period, Customer will comply with all applicable federal, state, and local laws relating to use and operation of the Hardware, Licensed Software, and receipt of Micrologic’s services, and will promptly notify Micrologic of material legal or regulatory changes that affect such use. Micrologic may prospectively adjust fees to reflect a material change in law that increases Micrologic’s cost to perform the services. Customer represents that its purchases and use are authorized by applicable law and do not violate any third-party intellectual property or contractual rights.
    3. Cooperation and Conduct. Customer will cooperate with Micrologic personnel, follow reasonable implementation and support directions, and provide timely access to knowledgeable staff, facilities, systems, logs, and relevant information as reasonably required to deliver services. Customer will interact with Micrologic in a professional manner; abusive, harassing, or unprofessional conduct by Customer or its agents constitutes a breach of this Agreement.
    4. Third-Party/Non-Micrologic Software on Hardware. Customer will not install or use any non-Micrologic software on the Hardware (the “Non-Micrologic Software”) without Micrologic’s prior written approval. If approved, Customer shall: (i) obtain all rights, consents, and authorizations necessary for Micrologic to install, access, operate, support, and troubleshoot such software as Customer’s authorized agent; and (ii) defend, indemnify, and hold harmless Micrologic from and against claims, losses, damages, liabilities, costs, and expenses arising out of or related to Micrologic’s use or servicing of the Non-Micrologic Software. Micrologic has no support obligations for Non-Micrologic Software and is not liable for any adverse effect it may have on the Hardware, the Licensed Software, or their operation. Any approval does not constitute a representation or warranty as to the suitability of the Non-Micrologic Software for use with the Hardware.
    5. Automated Access; Data Scraping; Credential Sharing.
      1. Definitions. For purposes of this Section (e), the following capitalized terms have the meanings set forth below: “Micrologic Platform” means any Micrologic hosted service, portal, website, mobile application, interface, application programming interfaces (API), integration endpoint, and any other system made available in connection with the Licensed Software (including ‘WashAssist’ and related systems). “Automated Means” means any automated or programmatic method of access, query, interaction, or extraction, including web scraping, screen scraping, crawlers, spiders, bots, scripts, robotic process automation (RPA), headless browsers, bulk extraction tools, and any similar technology or technique. “Access Credentials” means any usernames, passwords, API keys, tokens, certificates, or other access credentials.
      2. No Automated Means; Approved Access Methods Only. Customer shall not, and shall ensure that its personnel and any third party acting for or on Customer’s behalf do not, access, query, interact with, monitor, scrape, or extract any data or content from the Micrologic Platform using Automated Means, except to the extent Micrologic has expressly authorized such activity in advance in a written instrument signed by Micrologic. Customer may access and use the Micrologic Platform only through methods provided or expressly authorized by Micrologic, including the official user interface, authorized APIs, and integrations that have been reviewed and approved by Micrologic in writing. Any attempt to bypass, evade, or circumvent those approved mechanisms, including automated interaction with the user interface, constitutes unauthorized access and a material breach.
      3. No Circumvention; No Interference. Customer shall not, and shall ensure that its personnel and any third party acting for or on Customer’s behalf do not (i) disable, avoid, bypass, defeat, or otherwise circumvent, or attempt to circumvent, any access controls, authentication requirements, rate limits, usage restrictions, security measures, or other technical or contractual restrictions of the Micrologic Platform (including any measures intended to prevent scraping or automated access); (ii) probe, scan, test, benchmark, or monitor the Micrologic Platform in a manner intended to identify limitations, vulnerabilities, or system behavior through systematic or automated request patterns; or (iii) use the Micrologic Platform in any manner that imposes excessive or unreasonable load, degrades performance, interferes with normal operations, or disrupts the integrity or security of the Micrologic Platform.
      4. Credential Use and Sharing. Customer shall maintain the confidentiality and security of all Access Credentials and shall not sell, transfer, sublicense, disclose, or make available any Access Credentials to any third party, except to Customer’s authorized employees and permitted contractors who require access for Customer’s internal business purposes, are acting under Customer’s control, and are bound by written confidentiality and use restrictions at least as protective as this Agreement. Customer shall not permit, and shall ensure that no third-party software, bot, automated service, scraper, analytics tool, or other Automated Means uses Customer’s Access Credentials to access the Micrologic Platform for any purpose, including automated access, scraping, data harvesting, reverse engineering, system analysis, or benchmarking, unless Micrologic has expressly approved such use in writing. Customer is responsible for all activity conducted using its Access Credentials, whether or not authorized by Customer, and shall promptly notify Micrologic of any actual or suspected compromise, unauthorized use, or disclosure of Access Credentials.
      5. No Reverse Engineering or System Mapping by Systematic Access. Customer shall not, and shall ensure that its personnel and any third party acting for or on Customer’s behalf do not, directly or indirectly (i) reverse engineer, decompile, disassemble, or otherwise attempt to derive or discover source code, underlying ideas, algorithms, or system functionality of the Micrologic Platform or any Licensed Software; (ii) infer or attempt to infer database structures, schemas, relationships, or data models; (iii) map, enumerate, or attempt to map APIs or endpoints, including by systematic queries, fuzzing, or pattern-based requests; or (iv) otherwise analyze the Micrologic Platform through automated queries or systematic access patterns, except as expressly authorized in writing by Micrologic.
      6. No Use of Improperly Obtained Data. Customer shall not use, disclose, retain, store, reproduce, or create derivative works from any data or content obtained from the Micrologic Platform through activities prohibited by this Section, and upon Micrologic’s request shall promptly delete and certify deletion of any such data or content in Customer’s possession or control.
      7. Protective Actions; Remedies. If Micrologic detects or reasonably suspects any activity prohibited by this Section, Micrologic may take appropriate protective action without liability, including blocking, filtering, rate-limiting, or otherwise restricting requests; suspending or terminating accounts; disabling or rotating Access Credentials; disabling or restricting integrations or API access; and implementing other technical measures to protect the Micrologic Platform. Customer acknowledges that any breach of this Section may cause irreparable harm for which monetary damages may be an inadequate remedy, and Micrologic may seek injunctive or equitable relief in addition to any other remedies available under this Agreement or applicable law.
  1. Hardware Warranty.
    1. Limited Hardware Warranty. Micrologic warrants that the Hardware will be free from defects in materials and workmanship under normal use for one (1) year from delivery to Customer. Micrologic’s sole obligation; Customer’s exclusive remedy under this warranty is, at Micrologic’s expense, to repair, adjust, or replace defective parts (using new or refurbished components, at Micrologic’s option) as necessary to restore the Hardware to working order during the warranty period. This warranty does not extend or modify any warranty period for any other goods or for any software.
    2. Third-Party Hardware. Micrologic does not provide a warranty for products supplied by third-party manufacturers (“Third-Party Hardware”). Any applicable third-party manufacturer warranty applies directly to Customer.
    3. Conditions. The warranty in this Section (and Micrologic’s liability for it) is expressly conditioned on Customer’s: (i) compliance with this Agreement; (ii) proper use, management, and supervision of the Hardware and Licensed Software; and (iii) responsibility for integrating the Hardware into Customer’s mechanical, electrical, and other systems in accordance with applicable standards.
    4. Exclusions; Warranty Void. This warranty does not apply to, and is void for, Hardware that: (i) is misused, improperly handled, operated outside published specifications, or not properly managed or supervised; (ii) is repaired, altered, or otherwise tampered with by anyone other than Micrologic-authorized service personnel or the original manufacturer; (iii) is damaged by causes unrelated to materials or workmanship (including, without limitation, power surges, environmental conditions, accidents, or acts of God); (iv) is improperly integrated into Customer’s systems; or (v) requires repair due to Customer’s failure to maintain a suitable operating environment. For clarity, this warranty excludes normal wear and tear, cosmetic damage that does not affect functionality (e.g., scratches, dents, discoloration), and consumables or expendable parts (e.g., batteries, printheads, media, ribbons, fuses, bulbs, filters, cables) unless expressly stated otherwise on the Estimate.
    5. Process. Warranty service may require return of the affected Hardware pursuant to Micrologic’s then-current procedures. Replacement parts or units may be new, refurbished, or functionally equivalent; replaced items become Micrologic’s property.
  1. Limitations of Warranties; Exclusions of Damages; Liability Cap
    1. Exclusive Warranties. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, THE HARDWARE, LICENSED SOFTWARE, UPDATES, UPGRADES, AND ANY SERVICES ARE PROVIDED “AS IS”. MICROLOGIC DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
    2. Damage Exclusions. TO THE MAXIMUM EXTENT PERMITTED BY LAW, MICROLOGIC WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, LOSS OF BUSINESS, BUSINESS INTERRUPTION, OR LOSS, DAMAGE, OR CORRUPTION OF DATA OR SOFTWARE, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), EVEN IF MICROLOGIC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITATION OF THE FOREGOING, MICROLOGIC HAS NO LIABILITY FOR ANY FAILURE, MALFUNCTION, OR NON-PERFORMANCE OF THE HARDWARE, LICENSED SOFTWARE, UPDATES, UPGRADES, OR SERVICES IN CONNECTION WITH CREDIT-CARD AUTHENTICATION OR APPROVAL PROCESSES, OR FOR ANY UNAVAILABILITY OF THE HARDWARE OR LICENSED SOFTWARE.
    3. Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, MICROLOGIC’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY CUSTOMER TO MICROLOGIC UNDER THIS AGREEMENT. THE FOREGOING CAP AND THE EXCLUSIONS IN SECTION (b) APPLY COLLECTIVELY TO MICROLOGIC AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS.
    4. Statements Not Warranties. No oral or written statements by Micrologic, its distributors, agents, or employees create or expand any warranty or obligation beyond those expressly set forth in this Agreement.
    5. Enforceability; Carve-Outs. Nothing in this Section limits liability to the extent such limitation is prohibited by law, including liability for fraud, willful misconduct, or death or personal injury caused by a party’s negligence.
    6. Survival. This Section survives any termination or expiration of the Agreement.
  1. Intellectual Property; Use Restrictions; Remedies
    1. Ownership. Customer acknowledges and agrees that
      1. Micrologic is and will remain the sole and exclusive owner of all rights, title, and interest in and to the Licensed Software, Documentation, Maintenance Release, New Version, and all Intellectual Property Rights associated herein, subject only to the rights of any disclosed third parties, within any Open-Source Components, and the limited license granted to Customer under this Agreement;
      2. the Licensed Software, Documentation, and Intellectual Property Rights are licensed, not sold, to Customer. Customer does not, has not, and will not acquire any ownership interest in the Licensed Software, Documentation, or any related Intellectual Property Rights through this Agreement;
      3. nothing in this Agreement grants any implied rights to Customer or any third party, including by implication, waiver, or estoppel, in any Intellectual Property Rights or other rights, title, or interest in any portion of the Licensed Software and Documentation; and
      4. Customer unconditionally and irrevocably assigns to Micrologic its entire right, title, and interest in any Intellectual Property Rights that Customer may have currently or in the future relating to the Licensed Software or Documentation, including any derivative works or patent improvement rights, however held or acquired.
      5. All rights not expressly granted are reserved by Micrologic.
    1. Customer Cooperation and Notice of Infringement. Customer will, during the Term,
      1. secure and protect the Licensed Software and Documentation from infringement, misappropriation, misuse, theft, or other unauthorized access through all commercially reasonable measures and precautions similar to those Customer would employ to secure and protect its own intellectual property;
      2. take all reasonable steps as Micrologic may require and request to maintain the validity, enforceability, and ownership of all Micrologic’s Intellectual Property Rights herein;
      3. promptly notify Micrologic in writing if Customer becomes aware of any actual or suspected infringement, misappropriation, misuse, theft, unauthorized access, or other violations of Micrologic’s Intellectual Property Rights in or relating to the Licensed Software or Documentation;
      4. promptly notify Micrologic in writing of any claim that the Licensed Software or Documentation, in whole or in part, infringes, misappropriates, or otherwise violates any rights, including Intellectual Property Rights, of other persons or entities; and
      5. fully cooperate with and assist Micrologic in all commercially reasonable ways, including but not limited to providing records, information, depositions, and testimonies, and at Micrologic’s sole expense, in any claim, suit, action, or proceeding to prosecute or defend Micrologic’s rights in the Licensed Software, Documentation, and any Intellectual Property Rights herein.
  1. Confidentiality
    1. Confidential Information. In connection with this Agreement, each Party may disclose or make available to the other Party Confidential Information which includes, but is not limited to, the Licensed Software, Documentation, and any terms of this Agreement.
    2. Exclusions and Exceptions. Confidential Information excludes information that
      1. was rightfully and lawfully known to the recipient without any restrictions on use or disclosure prior to disclosure by disclosing Party in connection with this Agreement;
      2. was or becomes part of the public domain by means other than by the recipient or any of the recipient’s representatives’ violations of this Agreement;
      3. was or is received by the recipient on a non-confidential basis from a third party that was not, or is not, at the time of such receipt, under any obligation to maintain its confidentiality; or
      4. was or is independently developed by the recipient without reference to or use of any Confidential Information.
    3. Protection of Confidential Information. As a condition of receiving any Confidential Information, the recipient will, for Throughout the active licensing agreement, plus one year after,
      1. only access or use Confidential Information if absolutely necessary to exercise the recipient’s rights or perform the recipient’s obligations under this Agreement;
      2. except when compelled by Law, not disclose or permit access to Confidential Information other than to the recipient’s representatives on a need-to-know basis for the recipient to exercise its rights or perform its obligations under this Agreement, under strict information and understanding of the confidential nature of Confidential Information and the recipient’s obligations to protect Confidential Information, and with acknowledgment from such representatives that they too are bound by the confidentiality and restricted use obligations set forth herein;
      3. use, at minimum, the same degree of care that recipient uses to protect its own similarly sensitive information, and no less than a generally commercially reasonable degree of care, to secure and protect Confidential Information from unauthorized use, access, or disclosure;
      4. promptly notify the disclosing Party in writing of any actual or suspected unauthorized use or disclosure of Confidential Information and cooperate with disclosing Party by taking all reasonable steps to prevent further unauthorized use or disclosure; and
      5. ensure recipient’s representatives comply with the terms of this section and are responsible and liable for their noncompliance, if any.
    4. Trade Secrets Confidentiality Duration. Notwithstanding any other provisions in this Agreement, the recipient is obligated to protect any Confidential Information that constitutes as trade secrets under any applicable Law until such Confidential Information ceases to qualify for trade secret protection by operation of Law.
    5. Compelled Disclosure. To the extent permitted by Law, if the recipient or its representatives are compelled by Law to disclose any Confidential Information, the recipient must promptly, and prior to such disclosure, notify the disclosing Party in writing of such requirement to allow the disclosing Party the opportunity to seek a protective order or other legal remedy. The recipient must also provide reasonable assistance to the disclosing Party to oppose such disclosure, to seek a protective order, or to seek other disclosure limitations or remedies. If disclosure is unavoidable, the recipient may disclose only such Confidential Information that recipient is legally required to disclose. Upon disclosing Party’s request, the recipient must use commercially reasonable efforts to obtain assurances of confidential treatment of all compelled Confidential Information from the applicable court or legal authority.
  1. Security Measures; License Enforcement; Telemetry.
    1. The Licensed Software may include security and license-control features (e.g., activation keys, usage validation, and remote disablement) designed to prevent unauthorized or illegal use. Customer consents to Micrologic’s use of such lawful measures to verify compliance with this Agreement and to enforce Micrologic’s rights.
    2. If Customer fails to pay any undisputed amounts when due or otherwise uses the Licensed Software outside the Permitted Use, Micrologic may suspend or disable initialization or continued operation of the Licensed Software (in whole or in part) after written notice and a ten (10) day cure period. Customer waives any claims or objections arising from Micrologic’s lawful exercise of these enforcement rights. Customer’s payment and other obligations continue notwithstanding any suspension or disablement under this Section.
    3. From time to time, and without disrupting Customer’s use, Micrologic may collect and process technical and usage information relating to the installation, configuration, performance, and utilization of the Licensed Software solely to: (i) verify license compliance; (ii) improve performance; and (iii) develop Maintenance Releases (Updates) and New Versions (Upgrades). This Section does not grant Micrologic any ownership of Customer’s data and does not limit Micrologic’s other rights or remedies under this Agreement.
  1. Termination
    1. Micrologic may terminate this Agreement and the License(s):
      1. for breach of this Agreement by Customer (or its officers/employees) that is not cured within ten (10) days after written notice; or
      2. if Customer fails to pay any undisputed amounts due under a Support Agreement when due, in which event Micrologic may immediately suspend Support Services and Customer’s access to the Licensed Software. If such nonpayment is not cured within ten (10) days after Micrologic’s written notice, Micrologic may terminate this Agreement (in whole or in part), revoke the License, and/or suspend Support Services and access to the Licensed Software under §5(j)(v) effective upon written notice. Termination and revocation are in addition to any other remedies available at law, in equity, or under this Agreement.
      3. immediately upon any of the following Customer events: (A) termination or suspension of business; (B) becoming subject to any bankruptcy or insolvency proceeding, or levy/seizure of Customer’s interest hereunder; (C) insolvency or appointment of a trustee, receiver, or similar authority; (D) cessation of operations at the Site Address on the Estimate; (E) change of control of Customer; or (F) sale or transfer of substantially all assets.
    2. Upon any termination, in addition to any other rights or remedies of Micrologic:
      1. Micrologic retains all deposits and amounts previously paid;
      2. Customer remains liable for all charges for the Licensed Software and all Support Fees through the end of the then-current Contract Period; and
      3. Customer shall immediately cease use and, within five (5) Business Days, return or destroy the original and all copies (in any form) of the Licensed Software and related materials, and certify such destruction in writing upon request.
    3. Customer further agrees that it shall not, except for a single archival copy:
      1. copy, reproduce, or duplicate the Licensed Software or related materials without Micrologic’s prior written consent;
      2. alter the Licensed Software (including for non-compatible hardware);
      3. disassemble, reverse engineer, or attempt to do so;
      4. provide or make available the Licensed Software or related materials to any third party without Micrologic’s prior written consent;
      5. translate the user documentation or transmit the Licensed Software via telecommunications except as expressly permitted;
      6. fail to take appropriate steps (by instruction, agreement, or otherwise) to ensure its personnel comply with these use, copying, modification, protection, and security obligations; and
      7. remove or alter proprietary notices; Customer shall preserve all copyright and proprietary legends on authorized copies.
    4. Injunctive Relief. Breach or threatened breach of this Section will cause irreparable harm; in addition to other remedies, Micrologic is entitled to immediate injunctive relief without the necessity of posting bond or proving inadequacy of legal remedies.
    5. Notice of Unauthorized Use. If Customer has actual knowledge of any unauthorized possession, use, or disclosure of the Licensed Software or information provided under this Agreement by any person not authorized hereunder, Customer shall promptly notify Micrologic with reasonably available details.
    6. Survival. Customer’s obligations in (b)(iii) and (c)–(e), and all other provisions that by their nature should survive, survive termination or expiration.
  1. Indemnification. The Customer shall indemnify, defend and hold harmless Micrologic (as well as its officers, directors, employees, agents, successors, and assigns, all of which are included in the definition of “Micrologic” for purposes of this Section) for and from and shall pay on behalf of or reimburse Micrologic for any liabilities, obligations, claims, suits, costs and expenses (including reasonable attorney fees) (collectively, “Losses”) relating to or arising out of any breach of or nonconformance with the terms and conditions of this Agreement by the Customer or its representatives including, without limitation, the obligation of the Customer to pay when due the amounts described in this Agreement, and relating to or arising out of any claim or cause of action against Micrologic or the Customer based upon or relating to the operation of the Customer’s business. Micrologic may, at its option, assume control of the defense with counsel of its choosing; Customer remains responsible for all reasonable fees and costs as Losses.
  1. Miscellaneous
    1. Choice of Law. THIS AGREEMENT, THE ESTIMATE(S), AND ALL MATTERS ARISING OUT OF OR RELATING TO THEM ARE GOVERNED BY THE LAWS OF THE STATE OF NEW JERSEY (INCLUDING ITS STATUTES OF LIMITATIONS), WITHOUT REGARD TO CONFLICTS-OF-LAW RULES. THE U.N. CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY.
    2. Jurisdiction; Venue. Any legal suit, action, or proceeding arising out of or based upon/relating to this Agreement, the Estimate(s), or the transactions contemplated hereby or thereby shall be instituted in the state courts located in the State of New Jersey, Morris County, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action, or proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such suit, action, or proceeding brought in any such court has been brought in an inconvenient forum.
    3. Waiver of Jury Trial. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS DECIDED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS AGREEMENT.
    4. Limitation on Actions. No lawsuit, claim, or arbitration (other than Micrologic’s claims for unpaid amounts) may be brought more than two (2) years after the claim accrues; Micrologic’s collection claims may be brought within the applicable statute of limitations.
    5. Successors and Assigns; Assignment. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.  Customer may not assign any of its rights or delegate any of its obligations hereunder without the prior written consent of Micrologic, which consent shall not be unreasonably withheld, conditioned, or delayed.  Any purported assignment or delegation in violation of this Section shall be null and void.  No assignment or delegation shall relieve the assigning or delegating party of any of its obligations hereunder.
    6. Notices. Notices must be in writing and are deemed given when delivered by hand, by recognized overnight courier, by U.S. Mail (postage prepaid), or by email with delivery confirmation, to the addresses on the Estimate (or as later updated in writing).
    7. 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 this Agreement.
    8. Changes to Terms and Conditions. Micrologic may revise these Terms and Conditions from time to time. Micrologic will provide notice of any revision by email to Customer’s notice address on the applicable Estimate and/or by posting notice within the Micrologic Platform and/or by posting the revised Terms and Conditions on Micrologic’s website, and Micrologic will specify the effective date of the revision. Except where a revision is required by applicable law or is necessary to address security, safety, or the technical operation of the Micrologic Platform, revisions will become effective at the start of the next Contract Period. Customer’s continued access to or use of the Licensed Software, Support Services, or the Micrologic Platform on or after the effective date constitutes Customer’s acceptance of the revised Terms and Conditions. If Customer does not agree to a revision, Customer’s sole remedy is to provide timely written notice of non-renewal in accordance with this Agreement and to discontinue all use of the Licensed Software, Support Services, and Micrologic Platform as of the end of the then-current Contract Period. For clarity, any amendment to an Estimate, statement of work, or other order document (including quantities, Site Address, delivery terms, item configuration, or any fixed Purchase Price) must be in a writing signed by both parties.
    9. Entire Agreement; Amendments. This Agreement (including the Estimate and any signed addenda) is the parties’ entire agreement. Except as expressly permitted under the Section titled “Changes to Terms and Conditions” and any other provision of this Agreement that expressly permits updates upon notice (including Section 5(i) Recurring Fee Changes; Pricing Schedule), this Agreement may be amended only by a writing signed by both parties.
    10. Waiver. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach, or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
    11. 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.  Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties shall negotiate in good faith to and/or the court may modify this Agreement to reflect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
    12. Counterparts; E-Signatures. This Agreement may be executed in counterparts, including by electronic signature, each of which is deemed an original.
    13. Headings. The headings contained in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning of any terms hereof.
    14. 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 to make payments to the other party hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the affected party’s reasonable control, including, without limitation: (a) acts of God; (b) flood, fire, earthquake, epidemics or pandemics, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest; (d) government order or law; (e) embargoes, or blockades in effect on or after the date of this Agreement; (f) action by any governmental authority; and (g) national or regional emergency; and (h) strikes, labor stoppages or slowdowns, or other industrial disturbances; and (i) telecommunication breakdowns, power outages or shortages, lack of warehouse or storage space, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials; and (j) other similar events beyond the reasonable control of the affected party.
    15. Attorneys’ Fees.  In the event that any party institutes any legal suit, action, or proceeding, including arbitration, against the other party arising out of or relating to this Agreement, the prevailing party in the suit, action, or proceeding shall be entitled to receive, in addition to all other damages to which it may be entitled, the costs incurred by such party in conducting the suit, action, or proceeding, including actual attorneys’ fees and expenses and court costs.
    16. Relationship. Nothing herein shall be construed to create a joint venture or partnership between the parties hereto or an employee/employer or agency relationship.  Except as otherwise set forth herein, neither party hereto shall have any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other party or to bind the other party to any contract, agreement, or undertaking with any third party.
    17. Business Days. If a delivery/payment date is not a Business Day, performance is due on the next Business Day.

© 2026 Micrologic Associates.