Standard Terms and Conditions
THIS IS A CONTRACT. CAREFULLY READ THIS AGREEMENT BEFORE USING THE PRODUCT. BY USING THE PRODUCT, YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY, WITHIN 30 DAYS OF PURCHASE, RETURN THIS ENTIRE PACKAGE TO THE LOCATION WHERE YOU ACQUIRED IT FOR A FULL REFUND.
IMPORTANT NOTICE: THIS AGREEMENT IS SUBJECT TO BINDING ARBITRATION AND A WAIVER OF CLASS ACTIONS, AS DESCRIBED IN SECTION 10.
1. DEFINITIONS. “Hardware” means hardware manufactured by or for ULTRAX and delivered by ULTRAX under this Agreement. “Software” means the software or firmware, in object code form, that is owned or licensed by ULTRAX and included in the Hardware. “Product” means, collectively, the Hardware and Software.
2. GRANT. Subject to the terms and conditions of these Standard Terms and Conditions (the “Terms”), ULTRAX Aerospace, Inc., (“ULTRAX”) hereby grants to you a non-exclusive, non-transferable, non-sublicensable license to use: (a) the Software included in or with the Hardware, and (b) any accompanying user’s manual or other documentation (the “Documentation”).
(a) You may: (i) use the Software solely as included in the Hardware, and solely for your internal business purposes; and (ii) make one copy of the Software for archival purposes, provided any copy must contain all of the original Software’s proprietary notices.
(b) You may not: (i) modify, adapt, translate, reverse engineer, decompile, disassemble (except to the extent applicable laws specifically prohibit such restrictions), repair, calibrate, or otherwise attempt to derive the source code of the Software or Product, or create derivative works based on the Software or Product, or any portion thereof or Documentation; (ii) copy the Software (except for back-up purposes), the Product or Documentation; (iii) rent, sell or lease the Software, the Product or Documentation; (iv) remove any proprietary notices or labels on the Product or Documentation; (v) use ULTRAX’s or ULTRAX’s suppliers’ names, logos, or trademarks in any manner including, without limitation, in your advertising or marketing materials, except as is necessary to affix the appropriate copyright notices as required herein; or (vi) use the Software or Product in connection with the operation of a service bureau or for the benefit of any third party.
3. TITLE TO HARDWARE. Title and risk of loss for each item of Hardware provided by ULTRAX under these Terms passed to you on delivery. Delivery does not diminish any rights you have pursuant to these Terms, including rights to repairs and replacements under applicable warranty and maintenance terms.
4. TITLE TO SOFTWARE. Title, ownership rights, and intellectual property rights in and to the Software and Documentation shall remain in ULTRAX and its licensors. The Software is protected by the copyright laws of the United States and international copyright treaties.
6. LIMITED WARRANTY. ULTRAX warrants that the Products will conform to the limited warranty (the “Limited Warranty”) described on ULTRAX’s website, which is provided at https://www.ultraxinc.com/warranty-policy/. To obtain warranty service, please follow the return material authorization instructions available at the Limited Warranty link. The Limited Warranty effective as of the date you purchased the Product will be the warranty applicable to your Product. THE LIMITED WARRANTY IS LIMITED AND IT IS THE ONLY WARRANTY MADE BY ULTRAX. ULTRAX MAKES NO OTHER WARRANTY, REPRESENTATION, OR CONDITION, EXPRESS OR IMPLIED, AND EXPRESSLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT OF THIRD PARTY RIGHTS. ULTRAX DOES NOT WARRANT THAT THE OPERATION OF THE PRODUCT WILL MEET YOUR REQUIREMENTS, BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE PRODUCTS WILL BE CORRECTED. NO ULTRAX DEALER, AGENT, DISTRIBUTOR OR EMPLOYEE IS AUTHORIZED TO MAKE ANY MODIFICATIONS, EXTENSIONS, OR ADDITIONS TO THE LIMITED WARRANTY OR THIS DISCLAIMER.
7. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER TORT, CONTRACT OR OTHERWISE, SHALL ULTRAX OR ITS SUPPLIERS OR RESELLERS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY TYPE INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, LOSS OF DATA, WORK STOPPAGE, FAILURE OR MALFUNCTION OF EQUIPMENT USED IN CONJUNCTION WITH THE PRODUCT, OR ANY AND ALL OTHER DAMAGES OR LOSSES IN EXCESS OF ULTRAX’S LIST PRICE FOR THE APPLICABLE PRODUCT, EVEN IF ULTRAX HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES.
YOU ACKNOWLEDGE AND AGREE THAT, UNDER NO CIRCUMSTANCE, WILL ULTRAX BE RESPONSIBLE FOR ANY ACCIDENT, DAMAGE, LIABILITY, BODILY INJURY OR DEATH THAT MIGHT OCCUR TO YOU, YOUR PROPERTY, THIRD PARTIES OR THEIR PROPERTY, EVEN IF THE PRODUCT MAY HAVE OR DID CONTRIBUTE TO THE CAUSE OF THE ACCIDENT, DAMAGE, LIABILITY, BODILY INJURY OR DEATH.
8. EXPORT CONTROLS. You shall not, and shall not permit any
third parties to, directly or indirectly, export, re-export or
release any portion of the Products to any jurisdiction or country
to which, or any party to whom, the export, re-export or release
of any Products is prohibited by applicable federal or foreign
law, regulation or rule.
9. U.S. GOVERNMENT END USERS. The Software and
Documentation qualify as “commercial items,” as that term is
defined at Federal Acquisition Regulation (“FAR”) (48 C.F.R.
2.101), consisting of “commercial computer software” and
“commercial computer software documentation” as such terms
are used in FAR 12.212. Consistent with FAR 12.212 and DoD
FAR Supp. 227.7202-1 through 227.7202-4, and notwithstanding
any other FAR or other contractual clause to the contrary in any
agreement into which this Agreement may be incorporated, any
customer that is a governmental entity (“Government Customer”)
will acquire Software and its Documentation with only those
rights set forth in these Terms. Use of the Software or its
Documentation constitutes agreement by the Government
Customer that the software is “commercial computer software”
and the Documentation is “commercial computer software
documentation,” and constitutes acceptance of the rights and
10. DISPUTE RESOLUTION BY BINDING ARBITRATION; CHOICE
(a) At ULTRAX, we expect that our customer service team
will be able to satisfactorily resolve most concerns you may have
regarding ULTRAX or the Products by contacting ULTRAX at 4200
NE Sun Court, Lee’s Summit, MO, 64064, Attention: Customer
Service (816) 214-9999. In the unlikely event that an issue,
concern or claim (including legal claims) remains unresolved,
you and ULTRAX each agree to discuss any issue informally for at
least 30 days. You can do that by sending your full name and
contact information, your concern and your requested solution
to ULTRAX at 4200 NE Sun Court, Lee’s Summit, MO, 64064,
Attention: Legal Department, (816) 214-9999. If we would like
to discuss an issue with you, we will contact you at either the
phone number or email address you supplied during product
(b) If we do not reach an agreed solution after the 30-day
discussion period, you and ULTRAX each agree that any issue,
concern or claim (including legal claims) that either of us may
have arising out of or relating to these Terms (including
formation, performance, or breach of them), our relationship
with each other, or use of the Products, must be resolved
through final binding arbitration before the American
Arbitration Association using its Consumer Arbitration Rules (the
“AAA Rules”), which are available on the American Arbitration
Association’s website or by calling the American Arbitration Association at 1-800-778-7879. As an exception to this agreement to arbitrate, ULTRAX is happy to give you the right to pursue in small claims court any claim that is within that court’s jurisdiction, so long as you proceed solely on an individual basis. A party who intends to seek arbitration must first send to the
other party, by certified or registered mail, a written notice of
dispute. You may download or copy a form notice of dispute and
a form to initiate arbitration from www.adr.org. Unless you and
ULTRAX agree otherwise, the arbitration hearings will take place
in a reasonably convenient location for both parties as
determined by the arbitrator in accordance with the AAA Rules,
and the hearings may be conducted in-person, by
videoconference, phone or by the exchange of documents. The
arbitrator’s decision will be binding and may be enforced and
entered as a judgment in any court of competent jurisdiction. If
the arbitrator rules against ULTRAX, ULTRAX will reimburse you
for your reasonable attorneys’ fees and costs; however, if the
arbitrator rules in ULTRAX’s favor, ULTRAX will not seek
reimbursement of its attorneys’ fees and costs.
(c) To help resolve any issues between us promptly and
directly, you and ULTRAX agree to begin any arbitration under
these Terms within one year after the claim first arose;
otherwise, the claim is waived. You and ULTRAX also agree to
arbitrate in each of our individual capacities only – not as a
representative or member of a class – and each of us expressly
waives any right to file a class action or seek relief on a class
action basis. Furthermore, unless you and ULTRAX agree in
writing, the arbitrator may not consolidate more than one
person’s claims, and may not otherwise preside over any form
of a representative of class proceeding.
(d) All arbitration proceedings are confidential, unless both
you and ULTRAX agree otherwise. Arbitration orders and
awards required to be filed with applicable courts of competent
jurisdiction are not confidential and may be disclosed by the
parties to such courts. A party who improperly discloses
confidential information shall be subject to sanctions. The
arbitrator and forum may disclose case filings, case dispositions,
and other case information as required by a court order of
MISCELLANEOUS. These Terms represent the complete
agreement concerning your use of the Products and supersedes
all prior agreements and representations between you and
ULTRAX. These Terms may be amended only by a writing
executed by both parties. If any provision of these Terms is held
to be unenforceable for any reason, such provision shall be
reformed only to the extent necessary to make it enforceable.
The Terms shall be governed by and construed according to the
laws of the State of Missouri, without giving effect to its
principles of conflicts of law. You and ULTRAX expressly disclaim
the applicability of the United Nations Convention on Contracts
for the International Sale of Goods (CISG). To the extent that the
arbitration provisions outlined in Section 10 are not applicable
(for example, when confirming an arbitration award), you and
ULTRAX agree to submit to the exclusive jurisdiction of the
courts located in Jackson County in the State of Missouri, USA.