Standard Terms and Conditions

Effective January 9, 2026

These Standard Terms and Conditions (this “Agreement”) apply to any order form (including online order), agreement, statement of work or purchase order (“Order Documents”) relating to the software, equipment and/or services sold by Hawk Ridge Systems, LLC (“HRS”) to the customer identified in the applicable Order Document (“Customer”). HRS resells certain software licenses described in the Order Documents (“Software”) and related implementation, support, training and other professional services (“Services”), equipment and other materials (“Equipment”), and Customer desires to license the Software, and receive the Services and Equipment described in Customer’s Order Document. HRS reserves the right to modify this Agreement from time to time and such modifications will be effective as of the Effective Date above. In consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. SOFTWARE LICENSES – The Software is resold by HRS pursuant to the original licensor’s (“OEM”) end user license agreement (“EULA”), together with the technical product and installation guides relating to the Software provided by the original licensor (“Documentation”). The EULA will be made available to Customer for review and acceptance upon download or initial login and registration. Customer agrees that the Software is licensed by the OEM (and not by HRS) pursuant to the terms of the EULA, which is entered into directly between Customer and the OEM. Other than the obligation to pay the License Fees (as defined below), nothing in this Agreement applies to the Software, and HRS makes no representation, warranty or guarantee with respect to the Software or the Documentation. Customer is solely responsible for maintaining any hardware or equipment that the Software is installed on (including the Equipment, but subject to the Equipment Warranty), and any third party software that the Software integrates or operates with. Customer shall be responsible for the operation of the Software and for the availability, integrity, security, operability and patching of the Software, hardware (including the Equipment) and any third-party software. HRS does not host the Software for Customer, and Customer is responsible for backing up any data processed by the Software.
2. SERVICES – HRS will provide the Services described in the Order Document and, where applicable, a statement of work executed by the parties describing the Services to be performed (“SOW”). In the event of a conflict between the SOW and this Agreement, the SOW will control.
   1. Implementation. To the extent described in an Order Document, implementation Services consist of the professional services performed by HRS (or its authorized third party agents) to deploy, configure, and integrate the Equipment and/or Software, as described in an SOW. To the extent described in an SOW, implementation Services will include: site assessment, installation planning, physical setup of Equipment, Software installation, system configuration according to Customer specifications, data migration (if applicable), testing, and initial system validation. Implementation Services conclude upon Customer’s acceptance, in accordance with the SOW.
   2. Support. To the extent described in an Order Document, HRS will provide support Services include the provision of ongoing technical assistance for the Software and/or Equipment following implementation, which include telephone and email support during designated support hours, troubleshooting of technical issues, maintenance updates, firmware updates and remote diagnostics. Support Services do not include software maintenance, upgrades, enhancements, new features, bug fixes or custom development. Maintenance, which includes software maintenance, upgrades and bug fixes are provided by the OEM in accordance with the OEM’s policies and procedures. Customer must maintain current maintenance and support subscription and comply with all maintenance obligations to receive maintenance and support for the Software.
   3. Training. To the extent described in an Order Document, training Services include access to online, on demand training courses. Training Services include standard user training sessions (remote or on-site), administrator training, access to online learning resources, user documentation, knowledge base articles, video tutorials, and periodic refresher training for new features or updates. Customer is responsible for ensuring the availability and participation of its personnel in training sessions. To the extent the Services include access to SolidProfessor, the following terms apply: https://solidprofessor.com/terms-and-conditions/.
   4. Other Professional Services. To the extent described in an Order Document or SOW, Customer may purchase additional Services. These additional Services may include, but are not limited to, strategic consulting, business process optimization, system configuration, data ingestion, data analysis, performance tuning or project management. Other Services will be described in a SOW that specifies deliverables, timelines, acceptance criteria, and applicable Fees.
   5. Professional Services Warranty. HRS warrants that it will perform the Services in a professional and workmanlike manner consistent with generally accepted industry standards and practices for similar services (“Services Warranty”). The Services Warranty shall begin on the date of purchase and end on the date of acceptance (as described in an SOW) or, if no acceptance provisions are applicable to the Services, 30 days after delivery of the applicable Service.
   6. Ownership of Professional Services Deliverables. Upon full payment, Customer shall own all right, title, and interest in work product created specifically for Customer under this Agreement, excluding HRS Background Materials, the Software, and Documentation. To the extent HRS incorporates HRS Background materials in a deliverable, HRS grants to Customer the perpetual irrevocable right to use such HRS Background Material solely in connection with the applicable deliverables as an integrated deliverable (and not on a standalone basis). “HRS Background Materials” means (i) all intellectual property, methodologies, processes, know-how, templates, forms, and proprietary materials that a HRS owned, used, licensed or developed prior to this Agreement, (ii) that HRS develops independently outside the scope of this Agreement, or (ii) that HRS develops as a result of this Agreement that relates to either of the foregoing.
3. EQUIPMENT – To the extent Customer enters into an Order Document with HRS for the purchase of Equipment, this Section 3 applies. Customer selects and purchases the Equipment based upon Customer’s specifications, including operability with the version of Software licensed by Customer. Customer is solely responsible for determining whether or not the Equipment meets Customer’s needs.
   1. Delivery and Inspection; Risk of Loss. HRS will deliver the Equipment to Customer following the execution of the Order Document for the Equipment and the payment in full of the Fees for the Equipment, unless installment payment terms have been agreed to in the Order Document. Title in the Equipment transfers to Customer upon payment of the Fees for the Equipment. Risk of loss or damage to the Equipment transfers to Customer on the date Customer submits the Order Document to Company, regardless of when shipment or delivery occurs. Customer acknowledges and agrees that it bears all risk of loss, damage, theft, or destruction of the Equipment from the order date forward, even while the Equipment remains in HRS’s possession or in transit to Customer. Customer shall be responsible for obtaining and maintaining, at its sole expense, any insurance coverage for the Equipment from the date of the Order Document. Customer is responsible for freight costs and shipping insurance costs (and such fees must be paid prior to shipment).
   2. Installation. HRS will install the Equipment as a Service if Customer purchases implementation Services and, in such case, pursuant to a SOW. Customer will be responsible for ensuring that the installation site properly prepared before the Equipment is installed (including arranging and paying for any special handling charges, storage, drayage, cranes, forklifts, building modifications or other similar charges). HRS will consult with Customer on a time and materials basis on any additional questions or issues regarding installation site preparation.
   3. Repair and Maintenance.
      1. HRS will provide remedial maintenance which is required to keep the Equipment in its standard operating condition during the Warranty Period, unless otherwise stated in this Agreement.
      2. HRS may provide basic installation site information, which includes providing information and consultation regarding the physical implementation of the Equipment (location, air conditioning, power, electricity usage, etc.).
      3. Installation and any remedial and preventive maintenance will be performed by HRS or its authorized designee during normal business hours. HRS and Customer will cooperate to satisfy any Customer security requirements, while still allowing for full and free access to the Equipment. Customer will provide computer time for any remedial maintenance or installation at no cost to HRS.
   4. Limited Equipment Warranty. HRS warrants that (i) for the period beginning 30 days after delivery (F.O.B. HRS’s origination location) and for one year thereafter; (ii) the period beginning upon installation and for one year thereafter, whichever is sooner (“Warranty Period”), the Equipment will perform in accordance with the documentation provided by HRS or on either HRS’ website at www.hawkridgesys.com or on the original equipment manufacturer’s website (“Limited Warranty”). If, during the Warranty Period, there is a performance error, malfunction or other issue with the operation of the Equipment, HRS or an HRS-designated authorized service provider will repair, or if HRS cannot repair, replace the Equipment. The foregoing Limited Warranty does not apply to any errors, performance issues, or malfunction caused by (i) Customer’s failure to maintain the Equipment in accordance with the applicable documentation, (ii) Customer’s improper use, abnormal use, or violation of this Agreement, or use that does not comply with the manufacturer’s documentation or warranties, (iii) servicing of the Equipment by anyone other than HRS or its authorized service providers, (iv) the use of non-integrated, unapproved or non-licensed software, hardware or other materials, (v) negligence or intentional acts or omissions, or (vi) improper conditions where the Equipment is located (such as water, floods, high or low temperatures, etc.). The foregoing is Customer’s sole and exclusive warranty with respect to the Equipment. Warranty terms regarding the Software are contained in the EULA. CUSTOMER ACKNOWLEDGES THAT THE EQUIPMENT AND/OR MATERIALS MAY CONTAIN RECYCLED CONTENT INCLUDING COMPONENTS OR MATERIALS THAT ARE USED OR RECONDITIONED TO LIKE NEW PERFORMANCE AND FUNCTIONALITY. THE EXISTENCE OF RECYCLED CONTENT MAY BE DISCLOSED AS SUCH ON THE FACE HEREOF AS WELL AS ON AN EQUIPMENT-SPECIFIC LABEL.
4. MATERIALS – In order to create 3D parts or components, the Equipment requires input materials (“Materials”). Customer is responsible for selecting the Materials (including all specifications) and ensuring that the Materials are suitable for use with the Equipment. Customer shall not mix, blend or repackage Materials, or combine Materials with any other materials for use or resale by Customer. Where Customer purchases Materials directly from HRS, then within thirty (30) days of Customer’s receipt of the Materials, Customer shall review the Materials and determine whether the Materials conform with the specifications for the Materials. Customer must report any non-conformity of the Materials to the specifications within such thirty (30) day period to HRS and deliver a sample of such Materials to HRS for testing by the Material manufacturer. HRS shall have seven (7) days to complete testing of such Materials. If, following such testing, it is determined by the Materials manufacturer that the Materials do not meet the agreed upon specifications, HRS shall, at its sole option, either (i) replace such Materials with Materials that meet such specifications, or (ii) accept for return such Materials for credit or refund (“Materials Warranty”). The foregoing Materials Warranty is HRS’s sole obligation and Customer’s sole remedy with respect to any non-conforming Materials. Customer understands that the Materials are provided by the Materials manufacturer and not by HRS. Therefore, other than the limited Materials Warranty, HRS is not responsible for any design defects, errors, flaws, issues or other problems with the Materials or any output that is created based on or incorporating any Materials.
5. TERM OF CERTAIN SERVICES; FEES – The term for subscription Software and the fees for Software, the Services, Materials and the Equipment (“Fees”) are described in this Section 5 and in the applicable Order Documents. Fees are non-refundable and non-cancellable except as described in an Order Document or this Agreement. All Fees are due 30 days from the date of the invoice. Payments made by credit card shall be subject to a processing fee. Fees do not include shipping or taxes. Fees are payable in USD.
   1. Software License Term; License Fees; Support and Maintenance Fees; Reinstallation.
      1. Software License Term. The Software is licensed for a term. The term for the Software license will begin on the date set forth in the Order Document and continue for the period of time set forth in the Order Document. The term will automatically renew for subsequent renewal terms of twelve (12) months, unless Customer terminates the Software license term by providing notice at least forty-five (45) days prior to any renewal of the Software license term.
      2. Software License Fees. Software license fees (“License Fees”) will be set forth in the Order Document and will be invoiced as set forth in the Order Document. HRS reserves the right to increase the License Fees effective upon renewal. License Fees will automatically renew unless Customer submits cancellation or downgrade notice to HRS at least forty-five (45) days prior to the renewal date. If Customer does not provide notice at least forty-five (45) days prior to the renewal date, the Software license will renew and the License Fees will be due and payable in accordance with the payment terms agreed upon in the Order Document.
      3. Software Support and Maintenance Fees. Customer will pay the annual support and maintenance Fees as specified in the applicable Order Document. Unless otherwise stated in the Order Document, support and maintenance Fees will be payable annually in advance and will renew automatically for successive twelve (12) month periods, with the initial payment due upon the date set forth in the Order Document and subsequent payments due on each anniversary thereof. HRS reserves the right to increase support and maintenance Fees upon renewal. If Customer fails to pay any support and maintenance Fees when due, HRS may, in addition to any other remedies available to it, suspend provision of the Services until all outstanding amounts are paid in full. Support and maintenance Fees will automatically renew unless Customer submits cancellation or downgrade notice to HRS at least forty-five (45) days prior to the renewal date. If Customer does not provide notice at least forty-five (45) days prior to the renewal date, the support and maintenance Fees will renew for an additional twelve (12) month period and be due and payable.
      4. Software Reinstallation. If support and maintenance Services lapses, and Customer would like to reinstate support and maintenance Services for the Software, a reinstallation fee may apply. For certain Software, if the subscription term is not renewed, Customer may be required to repurchase the Software in order to reinstate the subscription as well as the support and maintenance.
   2. Professional Services Fees.
      1. Implementation Fees. Implementation Fees are as set forth in the SOW and will be invoiced according to the terms of the SOW. Implementation Services hours must be used within six (6) months of the date of the applicable SOW or they are forfeited.
      2. Training Fees. Training will be invoiced upon the execution of the applicable Order Document. Upon payment of the training Fees, Customer will receive class credits. The class credits expire one year after the date of the Order Document date, and if not used, will be forfeited. Class credits are not transferable or assignable. Customer may cancel a class so long as it provides HRS with written notice that it intends to cancel its registration for such class, and the cancellation is received at least two (2) weeks prior to the applicable class. If a cancellation is received timely, Customer may use the credits for the canceled class for another class.
   3. Equipment Fees. The Fees for the Equipment must be received prior to the shipment date, unless payment terms are agreed upon. If for any reason HRS accepts multiple or installment payments with respect to any purchase of Equipment, then Customer grants HRS a first priority security interest in all Equipment delivered to secure Customer’s payment obligation until payment in full for such Equipment and Software has been received by HRS. Customer hereby grants HRS the right to file such protective financing or similar statements to confirm and record HRS’ security interest in all Equipment. If HRS allows Customer to pay for Equipment on an installment or payment plan, Customer agrees to (i) maintain the Equipment in good condition, reasonable wear and tear excepted, (ii) not sell, lease, license, transfer, pledge, or otherwise encumber the Equipment, (iii) keep the Equipment free and clear of all liens, claims, and encumbrances, (iv) maintain insurance on the Equipment, (iv) not remove, alter, or obscure any labels, plates, or marks identifying the Equipment as HRS’s property, and (v) maintain the Equipment at the location specified in the Order Document and not relocate it without HRS’s prior written consent. If Customer fails to make any installment payments required, in addition to any other remedies available to HRS, HRS may (A) declare all outstanding installment payments immediately due and payable, (B) enter any premises where the Equipment is located and repossess the Equipment without judicial process, (C) require Customer to deliver the Equipment to a location designated by HRS, (D) sell, lease, or otherwise dispose of the Equipment and apply the proceeds to Customer’s outstanding obligations, and/or (E) pursue any other remedy available to a secured creditor under applicable law. Upon Customer’s payment of all amounts due for the Equipment in full, HRS’s security interest shall automatically terminate, title to the Equipment shall pass to Customer, and HRS will, at Customer’s request and expense, file any documents necessary to release its security interest in the Equipment.
   4. Taxes. Customer shall be responsible for and shall pay all sales, use, excise, value-added, goods and services, consumption, withholding, and other similar taxes or duties (excluding taxes based on HRS’s net income) that are assessed on the purchase, license, delivery, or use of the Equipment, Software, and Services provided under this Agreement. The Customer shall provide HRS 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.
   5. Failure to Make Payments; Late Payments. If Customer fails to pay any Fees when due (i) Customer shall be liable for all costs and expenses of collection incurred, including reasonable attorneys’ fees, (ii) any Fees which were unpaid shall accelerate and become immediately due and payable, (iii) HRS may assess late fees on any overdue amounts at the rate of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, whichever is less, from the date such payment was due until the date paid. Further, if HRS submits any amounts due from Customer to a collections agency, the total unpaid amount will be subject to a collections penalty equal to 20% of the unpaid amount (in addition to interest).
6. EXPORT CONTROL RESTRICTIONS – Customer acknowledges that HRS may employ individuals both in and outside of the United States. It is Customer’s sole responsibility to notify HRS if any materials provided by Customer or that are generated by the Equipment are subject to export control restrictions. Customer shall comply with all export control restrictions and shall not export, re-export, or otherwise transmit, directly or indirectly, any materials except in full compliance with all U.S. export control laws and regulations. These obligations shall survive the termination of the Agreement. Further, Customer agrees the items, technology/technical data and/or services will not be used for any purposes, to include design, production, assembly, testing, operation, integration, installation, inspection, maintenance, repair, overhaul, or refurbishment, related to a military or defense application or military end-use or by a military end-user in the People’s Republic of China, Venezuela, Burma (Myanmar), Russia or any other country, state or province named in US Regulation 744.21 Supplement 2. The Software, Equipment and Materials will not be re-exported, sold or otherwise re-sold or transferred to a destination subject to UN, EU or OSCE embargo where that act would be in breach of the terms of that embargo sold, or transferred in violation of Regulation (EU) 2021/821 of the European Parliament and of the Council of 20 May 2021 setting up a union regime for the control of exports, brokering, technical assistance, transit and transfer of dual-use items. Customer will not sell, transfer, export, or re-export any items received from HRS for use in activities that involve nuclear explosive activities, unsafeguarded nuclear activities, nuclear fuel cycle or nuclear propulsion activities, or in the design, development, production, stockpiling, or use of chemical weapons, biological weapons, missiles, rocket systems or unmanned aerial vehicles (UAV).
7. RESTRICTIONS – Customer shall not (a) use the Software, Materials or the Equipment in any manner that violates applicable law, (b) sell, resell, rent, license, sublicense, distribute, or otherwise make available the Software to any third party or incorporate it in or otherwise as an integral part of any other product, or on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud, or other technology or service, (c) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Software, in whole or in part, (d) remove any proprietary notices from any materials, (e) use Software, Materials or the Equipment in any manner or for any purpose not authorized hereunder or that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law, (f) manufacture weapons, ammunition, or military equipment of any kind, including firearms, explosive devices, or components thereof, (g) create counterfeit products or replicate copyrighted, trademarked, or patented items without proper authorization, (h) produce items for illegal activities including drug paraphernalia, lock-picking tools, or other contraband, (i) create items that violate export control laws or international trade restrictions, (j) manufacture medical devices or implants without proper FDA approval and certification, or (k) produce items intended to harm persons or property or that violate applicable safety standards.
8. LIMITATIONS – EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, HRS MAKES NO WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE EQUIPMENT, SOFTWARE, MATERIALS OR SERVICES, OR ANY OTHER MATERIALS OR DELIVERABLES PROVIDED IN CONNECTION THEREWITH. HRS SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. HRS DOES NOT WARRANT THAT THE SOFTWARE, EQUIPMENT, MATERIALS OR SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT ALL ERRORS WILL BE CORRECTED. FURTHER, HRS DOES NOT REPRESENT, WARRANT OR GUARANTEE THAT CUSTOMER WILL ACHIEVE ANY SPECIFIC BUSINESS, FINANCIAL, OPERATIONAL, OR OTHER RESULTS FROM THE SOFTWARE, EQUIPMENT, MATERIALS OR SERVICES. CUSTOMER ACKNOWLEDGES THAT SUCCESSFUL IMPLEMENTATION DEPENDS ON FACTORS BEYOND HRS’S CONTROL, INCLUDING CUSTOMER’S PARTICIPATION, THIRD-PARTY EQUIPMENT, SOFTWARE, SYSTEMS, MATERIALS AND BUSINESS PROCESSES.
9. CONFIDENTIAL INFORMATION – A party may disclose or make available to the other party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether or not marked, designated, or otherwise identified as “confidential” (collectively, “Confidential Information”). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain, (b) known to the receiving party prior to disclosure by the disclosing party, (c) rightfully obtained by the receiving party on a non-confidential basis from a third party, or (d) independently developed by the receiving party. The receiving party shall not disclose the disclosing party’s Confidential Information to any person or entity, except to the receiving party’s employees who have a need to know the Confidential Information for the receiving party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, the receiving party may disclose Confidential Information to the extent required (i) to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the receiving party shall first have given written notice to the disclosing party and made a reasonable effort to obtain a protective order, or (ii) to establish a party’s rights under this Agreement, including to make required court filings. On the expiration or termination of the Agreement, the receiving party shall promptly return to the disclosing party all copies, whether in written, electronic, or other form or media, of the disclosing party’s Confidential Information, or destroy all such copies and certify in writing to the disclosing party that such Confidential Information has been destroyed. Each party’s obligations of nondisclosure with regard to Confidential Information are effective as of the Effective Date and will expire three years after the termination of this Agreement.
10. LIMITATIONS OF LIABILITY – IN NO EVENT WILL HRS BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (A) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (B) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (C) LOSS OF GOODWILL OR REPUTATION; (D) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (E) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER HRS WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL HRS’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS RECEIVED BY HRS FROM CUSTOMER IN THE 12-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
11. TERM AND TERMINATION –
    1. Term. The initial term of this Agreement begins on the Effective Date and, unless terminated earlier pursuant to any of the Agreement’s express provisions, will continue in effect for one (1) year from such date (the “Initial Term”). This Agreement will automatically renew for successive one (1) year terms unless earlier terminated pursuant to this Agreement’s express provisions or either party gives the other party written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current term (each a “Renewal Term” and together with the Initial Term, the “Term”), provided that, if either party elects not to renew this Agreement and the term of the Software (as described in the Order Document) extends beyond the date this Agreement would otherwise terminate, this Agreement shall automatically be extended such that it terminates upon the expiration of the applicable Software term.
    2. Termination. In addition to any other express termination right set forth in this Agreement: HRS may terminate this Agreement, effective on written notice to Customer if Customer: (i) fails to pay any amount when due hereunder, and such failure continues more than ten (10) days after HRS’s delivery of written notice thereof, or (ii) breaches any of its obligations under Section 7. Either party may terminate this Agreement, effective on written notice to the other party, if the other party breaches this Agreement, and such breach: (i) is incapable of cure, or (ii) being capable of cure, remains uncured thirty (30) days after the non-breaching party provides the breaching party with written notice of such breach. Further, either party may terminate this Agreement, effective immediately upon written notice to the other party, if the other party: becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due, files (or has filed against it) a petition for voluntary or involuntary bankruptcy, otherwise becomes subject to any proceeding under any domestic or foreign bankruptcy or insolvency law, makes or seeks to make a general assignment for the benefit of its creditors, or applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
    3. Effect of Expiration or Termination. Upon any expiration or termination of this Agreement: (i) all licenses granted to the Software shall terminate, (ii) except for termination for HRS’s material breach, all Fees shall become immediately due and payable. Any rights or obligations of the Parties in this Agreement which, by their nature, should survive termination or expiration of this Agreement will survive any such termination or expiration, including the rights and obligations set forth in Section 9.
12. INDEMNIFICATION – Customer will defend, indemnify and hold HRS harmless from any claims, demands, losses, damages, costs and expenses (including attorney fees) that arise from or relate to Customer’s breach of this Agreement, Customer’s use of the Software, Equipment or Materials (including, specifically, claims for patent infringement), or Customer’s violation of applicable law.
13. MISCELLANEOUS – This Agreement, together with any other documents incorporated herein by reference and all related exhibits, constitutes the sole and entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. The parties to this Agreement are independent contractors and nothing in this Agreement will be deemed or construed as creating a joint venture, partnership, agency relationship, franchise, or business opportunity. Neither party, by virtue of this Agreement, will have any right, power, or authority to act or create an obligation, express or implied, on behalf of the other Party. All notices, requests, consents, claims, demands, waivers (each, a “Notice”) must be in writing and addressed to the parties at the addresses set forth on the first page of this Agreement (or to such other address that may be designated by the party giving notice from time to time). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid) (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage pre-paid) to the address set forth above. Except as otherwise provided in this Agreement, a Notice is effective only: (a) upon receipt by the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each party. No waiver by any party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof, and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Customer may not assign or transfer any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without the prior written consent of HRS. Any purported assignment, transfer, or delegation in violation of this Section is null and void. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.
14. GOVERNING LAW; SUBMISSION TO JURISDICTION; EQUITABLE RELIEF – This Agreement is governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of California. Any dispute that is not resolved by the parties within thirty (30) days of Notice thereof 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. Notwithstanding the foregoing, if Customer is purchasing Software, Services, or Equipment to use in the European Union, this Agreement is governed by the laws of Ireland without giving effect to its conflicts of laws rules. The United Nations Convention on Contracts for the International Sale of Goods (“CISG”) is expressly excluded. You agree to the exclusive jurisdiction of the courts of the Dublin, Ireland for any dispute arising from or related to this Agreement.
15. EQUITABLE RELIEF – Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 9 would cause the other party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other party will be entitled to seek equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.