STANDARD TERMS AND CONDITIONS

These Standard Terms and Conditions apply to any proposal and agreement and/or purchase order relating to all software and services sold by EAC Product Development Solutions (“EAC”) to a customer (“Customer”). These terms and conditions, together with the related proposal and agreement and/or purchase order shall constitute the entire agreement (“Agreement”) between the parties.

1. GENERAL PROVISIONS – This Agreement shall apply and govern the sale of software license, support, services, equipment and materials by EAC. Customer has selected the products, software and services based only on their specifications. If either party believes that other matters beyond those covered in this document are part of the Agreement, the parties will (a) describe and acknowledge them on the front of the Agreement or (b) staple a copy or description of them to the Agreement and initial them before signing; otherwise, they are not included as part of the Agreement. After Customer signs the Agreement (or any Amendment to it), the Agreement will become a binding contract when and if it is executed by an officer or other authorized designee of EAC.

2. SOFTWARE LICENSE – Customer acknowledges and agrees that the Software shall be licensed to Customer pursuant to terms and conditions contained in a license appearing on a computer screen during installation of the Software (commonly referred to as a “click through” license). Customer and EAC agree that the terms and conditions of any click-through license contained in the Software are hereby incorporated by reference into the Agreement as if fully set forth herein. Customer agrees to be bound by the terms and conditions in any click-through license contained in the Software, regardless of whether the Software generating such click-through license is installed by Customer’s employee or by EAC or an independent contractor installing the Software for Customer’s use. EAC will provide a copy of such click through license to Customer upon request.

3. EXPIRED SUBSCRIPTIONS – Users with an expired subscription will be charged all missed subscription fees (up to the cost of a new license) plus the current year charge to renew the expired license in order to obtain the current release and full support.

4. TRAINING – training will be invoiced upon receipt of purchase order for class credits which must be completed within 1 year of order date or tuition will be forfeited. Fees are not transferrable to other purchases. Cancellation received less than 6 business days prior to class and no-shows are subject to forfeiture.

5. HARDWARE REQUIREMENTS – please ensure that your hardware meets the requirements for the version of software you are purchasing/installing.

6. LIMITATION OF LIABILITY – EAC will not be responsible to Customer for consequential, exemplary or incidental damages (such as loss of profit or employee’s time) regardless of the reason. In no event shall the liability and/or obligations of EAC under the Agreement or arising out of the purchase, lease, license and/or use of the Equipment by Customer or others exceed the purchase price of the Equipment. Limitations of liability regarding the Software are contained in the click-through license contained in the Software.

7. SHIPPING – Shipping and handling charges will be added to the invoice where applicable.

8. CURRENCY – All prices shown are in US dollars unless otherwise specified.

9. SUBSCRIPTIONS AND AUTO-RENEWAL – Your subscription will automatically renew at the end of each billing cycle unless you cancel auto-renewal by notifying EAC in writing 20 days prior to renewal date. Upon cancellation, your subscription will continue until the end of the current contract before terminating.

10. PAYMENT – Unless otherwise stated in the Agreement, payment terms shall be: net 30. All terms are subject to credit approval. On overdue accounts, Customer shall pay interest at the rate of 1 1/2% per month (or the highest legal interest rate, if lower). The Customer shall provide EAC with a copy of tax exemption certificate, direct pay certificate or resale certificate for the “Ship to” location if exemption from sales or use taxes is claimed.

11. CANCELLATION – All sales are final upon order and are not subject to cancellation, changes or reductions in amount, or suspension of deliveries except upon the Company’s prior written consent.

12. EXPORT COMPLIANCE – Customer shall not export, re-export, or otherwise transmit, directly or indirectly, any Equipment or Software except in full compliance with all U.S. export control laws and regulations. These obligations shall survive the termination of the Agreement.

13. FORCE MAJEURE – Neither party will be liable to the other for delays in performing any obligations under the Agreement due to circumstances beyond its reasonable control, including but not limited to revolts, insurrections, riots, wars, acts of enemies, epidemic, pandemic, national emergency, strikes, floods, earthquake, embargo, inability to secure materials or transportation, and acts of God, and other events beyond the reasonable control of the parties caused by nature or governmental authorities.

14. SEVERABILITY – If any provision of the Agreement is found to be invalid, illegal or unenforceable, then, notwithstanding such invalidity, illegality or unenforceability, the Agreement and the remaining provisions shall continue in full force and effect. In this event the parties will agree upon a valid, binding and enforceable substitute provision which shall be as close as possible to the commercial interests of the invalid or unenforceable provision.

15. DISPUTE RESOLUTION – Customer and EAC shall endeavor to resolve any controversy, claim or dispute arising out of or relating to the Agreement, or the performance or breach thereof, by negotiation. Any claim that is not resolved by negotiation within thirty (30) days of notification shall be settled by arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The hearing locale will be held in the AAA office closest to EAC headquarters.

16. OTHER:

1. 1. The Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota without regard to conflicts of law provisions thereof.
   2. Both EAC and Customer will comply with all laws applicable to the Agreement.
   3. All notices given under the Agreement will be effective when received in writing. Notices to the Customer and EAC will be sent to the address provided in the Agreement.
   4. Changes to the Agreement must be in writing and must be signed by both parties.

17. COMPLETE AGREEMENT – Customer acknowledges that it has read the Agreement, understands it, and agrees to be bound by its terms and conditions. Further, Customer represents and agrees that the Agreement and the click-through licenses contained in the Software set forth the complete and exclusive statement of the agreement including the governing terms and conditions between the parties, which shall prevail over and supersede all proposals, printed provisions on subordinate Customer documents including purchase orders, oral or written agreements, the Customer’s general terms and conditions and all other communications between the parties relating to the subject matter of the Agreement.