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Product Terms and Conditions

Terms governing ULTRAX products as purpose-built systems of hardware, software, and firmware, including license, calibration, warranty references, export controls, and dispute resolution.

These Product Terms and Conditions (the “Terms”) are a contract between you and ULTRAX Aerospace, Inc. (“ULTRAX”). They govern each ULTRAX product (“Product”), including the UxValidator series, the software and firmware that operate as part of that Product, and related documentation.

These Terms apply when you use a Product, and also when they are referenced on a quotation, purchase order, packing list, or invoice. By using the Product, or by issuing a purchase order or accepting delivery under a document that references these Terms, you accept them. If you do not agree, do not use the Product; the complete unused package may be returned within 30 days of purchase to the location where it was acquired for a refund of the purchase price actually paid, subject to inspection.

These Terms include binding arbitration and a waiver of class actions, as described below.

A quotation that states “Void if for resale” is a condition of ULTRAX’s offer. ULTRAX may refuse or void a quotation, order, or sale if the buyer is purchasing for resale. That line does not, by itself, create a property right in the hardware against a later holder after a completed end-user sale. The license, copyright, export, calibration, and support rules in these Terms still apply to whoever uses the Product.

1. The Product is a system

ULTRAX products, including the UxValidator series, are purpose-built systems. Hardware, software, and firmware operate together as one unit. They are not sold as separable articles. Hardware means hardware manufactured by or for ULTRAX and delivered under these Terms. Software means software and firmware in object-code form that is owned or licensed by ULTRAX and included in or required to operate the Hardware. Documentation means user, maintenance, and related materials ULTRAX provides with the Product. Product means the Hardware, Software, and Documentation collectively.

Possession of the Hardware is not a license to the Software or Documentation, and is not a grant of ULTRAX intellectual property.

2. License (does not travel with a subsequent or surplus sale)

ULTRAX grants you a non-exclusive, non-transferable, non-sublicensable license to use the Software solely as embedded in or supplied with the Hardware, and to use the Documentation, solely for your internal business purposes in operating that Product. One archival copy of the Software and Documentation may be made if original notices are preserved.

The license is personal to the licensed user. It does not transfer with a sale, surplus, gift, lease, or other change of possession of the Hardware. A later holder needs a new license from ULTRAX. Without that license, the later holder has no right to operate, copy, modify, adapt, translate, reverse engineer, decompile, disassemble, repair, or calibrate the Software, or to use the Documentation.

Title, ownership, and intellectual property rights in the Software and Documentation remain with ULTRAX and its licensors.

3. Restrictions (life of the copy)

You will not, and will not permit any person to:

These restrictions are license conditions and copyright limits. They apply for the life of the copy, to whoever uses the Product, not only while the original buyer holds the Hardware.

4. Title to Hardware is not a grant of IP

Title and risk of loss for Hardware pass on delivery, unless the applicable order states otherwise. That passage of title is title to the metal. It does not transfer the license, copyright, trade secrets, or other ULTRAX intellectual property in the Product. First sale / exhaustion, where it applies, talks to the Hardware as a chattel. It does not authorize copying, reverse engineering, or unlicensed operation of the Software, and it does not make ULTRAX a party to a later resale.

5. Original buyer

If you bought the Product from ULTRAX or from an ULTRAX-authorized channel, you agree not to sell, surplus, lease, or otherwise transfer it as if the Software license moved with it, or in a way that lets someone else use the Software without a license from ULTRAX. ULTRAX’s remedy is against you under this contract. These Terms do not give ULTRAX a property right in the Hardware against a later holder who never bought from ULTRAX.

Posting these Terms at ultraxinc.com is notice to later holders and resellers. It is not, by itself, a contract with a person who did not buy from ULTRAX.

6. Calibration, OEM network, and unknown custody

Products require periodic calibration by ULTRAX or by an ULTRAX-approved provider (including a designated UxSatellite provider, where ULTRAX has designated one for that Product and region). Unless a written ULTRAX program states a different interval for that Product, calibration is annual.

ULTRAX does not support a seller or a buyer who is outside the ULTRAX-approved service network. Warranty, UxCare continuity, current-configuration representation, and factory calibration documentation do not travel with an unauthorized transfer.

If chain of custody is unknown to ULTRAX — including a unit acquired from a marketplace, surplus dealer, or other holder ULTRAX cannot confirm — ULTRAX will not treat the article as supported original-buyer equipment. The available OEM path, if any, is refurbishment: return-to-spec service to inspect for unauthorized change and, if the article is not beyond economic repair, restore OEM reliability. Refurbishment is a separate commercial transaction. ULTRAX may decline it.

Unauthorized service, modification, or calibration by a party that is not ULTRAX or an ULTRAX-approved provider voids the limited warranty as stated in the Warranty Policy.

7. Consent to use data

Through use of the Products, ULTRAX may collect and use data and information from the Products and connected equipment, including technical and usage information. Use of that information is governed by the ULTRAX Privacy Policy. ULTRAX uses reasonable security measures but cannot guarantee that third parties will never defeat those measures.

8. Limited warranty reference

ULTRAX warrants that the Products will conform to the limited warranty in the Warranty Policy. The warranty in effect on the purchase date applies. That limited warranty is the only warranty ULTRAX makes. ULTRAX disclaims all other warranties, representations, and conditions, including merchantability, fitness for a particular purpose, title, and non-infringement, to the maximum extent permitted by law.

9. Limitation of liability

Under no circumstances and under no legal theory, whether tort, contract, or otherwise, shall ULTRAX or its suppliers be liable for indirect, special, incidental, or consequential damages, including loss of goodwill, loss of data, work stoppage, or equipment malfunction, or for direct damages in excess of ULTRAX’s list price for the applicable Product. ULTRAX is not responsible for accidents, property damage, liability, bodily injury, or death that might occur even if the Product may have or did contribute to the cause, except to the extent applicable law forbids that limitation.

10. Export controls

Products, Software, firmware, and related technical data are subject to United States export control laws and regulations, including the Export Administration Regulations (EAR) administered by the Bureau of Industry and Security and, where applicable, the International Traffic in Arms Regulations (ITAR). Classification is Product- and configuration-specific. The ECCN or other classification that applies to a given article is identified on the quotation, commercial invoice, or packing list for that article, or upon written request. Do not assume one ECCN for every ULTRAX Product.

As of these Terms, almost all ULTRAX products — including SCATS and UxValidator AFCC test equipment — are classified under ECCN 9B610.a. The UxValidator Series II (part number 10-0210-02) is classified under ECCN 3A992.a. A Test Program Set or other configuration that has not been formally designated is not assigned an ECCN by these Terms; the classification on the quotation, invoice, or packing list for that article controls.

You may not export, re-export, transfer (in-country), or release any Product, Software, firmware, or related technical data except as authorized under those laws and the classification that applies to that article. A later transfer of Hardware does not authorize an unlicensed export or a transfer to a prohibited party or destination, including any country or person restricted under EAR Part 746 or ITAR § 126.1.

11. U.S. Government customers

Software and Documentation are commercial computer software and commercial computer software documentation, and the Product is a commercial item, as those terms are used in FAR Part 12 and DFARS 252.227-7014. The U.S. Government receives only the rights set forth in these Terms. If a U.S. Government contract’s order-of-precedence or mandatory FAR/DFARS clause conflicts with these Terms, that clause controls to the extent of the conflict, and only for that contract. These Terms otherwise remain the license grant.

12. Dispute resolution and governing law

Before arbitration, the parties will attempt in good faith to resolve a dispute by informal discussion for 30 days after written notice.

If unresolved, the dispute will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. Class, collective, and representative actions are waived. Claims may be brought only on an individual basis.

These Terms are governed by the laws of the State of Missouri, without regard to conflict-of-laws rules. Where the arbitration provisions do not apply, the parties submit to the exclusive jurisdiction of the state and federal courts located in Jackson County, Missouri.