End User Agreement | Saxon Inc.

PLEASE READ THIS END-USER LICENSE AGREEMENT (“AGREEMENT”) CAREFULLY. BY INSTALLING OR USING THE SOFTWARE THAT ACCOMPANIES THIS AGREEMENT (THE “SOFTWARE”), YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE, THEN SAXON, INC. IS UNWILLING TO GRANT YOU A LICENSE TO USE THE SOFTWARE, AND YOU MAY NOT USE THE SOFTWARE.

GENERAL.

This Agreement is a legal agreement between you (either an individual or company) and Saxon, Inc. (“Saxon”). This Agreement governs use of the Software, which includes computer software (including any online and electronic documentation) and associated media and printed materials. This Agreement applies to updates, enhancements or other add-on components that Saxon may provide or make available to you, unless Saxon provides other terms with the update, enhancement or add-on component. THE SOFTWARE IS LICENSED, NOT SOLD.

2. LICENSE GRANT.

License. Subject to the use limitations and other terms and conditions set forth in this Agreement, and provided that you comply with all terms and conditions of this Agreement, Saxon hereby grants you a limited, nonexclusive, nontransferable and revocable license, during the Agreement term to access and use the Software in the format in which it was distributed (i.e. machine language compiled format) for your own internal business use. No license is granted for any other purpose and there are no implied licenses in this Agreement.
Limitations. In addition to other restrictions in this Agreement, you will not (a) decompile, reverse engineer, disassemble, attempt to derive the source code of, or decrypt the Software; (b) make any modification, improvement, adaptation, enhancement or derivative work from the Software; (c) violate any applicable laws, rules or regulations in connection with your access or use of the Software; (d) remove, alter or obscure any proprietary notice (including any notice of copyright or trademark) of Saxon or its affiliates, partners, suppliers or the licensors of the Software; (e) use the Software for any purpose for which it is not designed or intended; (f) install, use or permit the Software to exist on more than one computer, including any mobile device; (g) distribute the Software; (h) make the Software available over a network or other environment permitting access or use by multiple users or devices; (i) use the Software for creating a product, service or software that is, directly or indirectly, competitive with or in any way a substitute for any services, product or software offered by Saxon; or (j) use any proprietary information or interfaces of Saxon or other intellectual property of Saxon in the design, development, manufacture, licensing or distribution of any Software, accessories or devices for use with the Software.
Title. Saxon reserves all rights not expressly granted. You understand that the license granted herein transfers neither title nor proprietary rights to you with respect to the Software.
Third Party Content. The Software may utilize or include third party software programs or rely on third party information (“Third Party Content”). You acknowledge and agree that Third-Party Content product is the property of the respective third-party owner or licensor and that you have no right or title, nor will you assert any right or title, in the same except as expressly granted in writing by the terms and conditions of such third-party’s license or purchase agreement. All Third-Party Content provided to you under this Agreement will be used only in accordance with the applicable license from the third party and only in conjunction with Software. In the event of a conflict between the terms of this license and the terms of such open source or third party licenses, the terms of the open source or third party licenses will control with regard to your use of the relevant Third Party Content. In no event will the Software or components thereof be deemed to be “open source” or “publicly available” software.

3. DATA AND INFORMATION.

Transactions. The Software offers you access to and use of a service that transmits certain data on your behalf (“Data”). You acknowledge that Saxon only provides a transmission platform for the Data and does not control the Data. You agree that Saxon will not have any liability to you or to any third party for the accuracy, timeliness, sequence, completeness, reliability, content, continued availability, or security of the Software or any Data or transaction accessed, transmitted, or conducted through the Software.
Consent to Use Information. You agree that Saxon may track and gather information regarding your use of the Software and information contained within the Software. You hereby authorize and consent to collection, storage and use, by Saxon and its affiliates, partners and agents, of any such information and data related to or derived from your use of the Software, and any such information or data that you provide to Saxon and its affiliates, partners and licensors (“Information”). Without limiting the generality of the foregoing, the Information will include, without limitation, the following types of information and data, in an aggregate (not user level) form: search requests, search results, patterns, data and suggestions based on user actions. The Information will be treated as being non-confidential and nonproprietary, and Saxon assumes no obligation to protect confidential or proprietary information from disclosure and will be free to reproduce, use, and distribute the Information to others without restriction. Saxon will also be free to use any ideas, concepts, know-how or techniques contained in the Information for any purpose whatsoever including, without limitation, developing, manufacturing and marketing products and services incorporating such Information.

4. TERM AND TERMINATION.

This Agreement will be effective until terminated by either party by notice to the other. Saxon may, in its sole and absolute discretion, at any time and for any or no reason, suspend or terminate this Agreement and the rights afforded to you hereunder upon notice to you. Upon termination of this Agreement for any reason, you will immediately stop using the Software and will either destroy or return the original and all copies, in whole or in part, in any form, of the Software. You will certify such action in writing to Saxon within thirty (30) days after the termination date. Upon termination of this Agreement, those provisions that specifically provide for survival beyond expiration or termination, and all provisions, if any, regarding indemnification, limitations of liability and confidentiality will survive indefinitely.

5. DISCLAIMER.

THE SOFTWARE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. SAXON AND ITS AFFILIATES, PARTNERS, SUPPLIERS AND LICENSORS HEREBY DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES AND GUARANTIES REGARDING THE SOFTWARE AND THIRD PARTY CONTENT AND SERVICES, WHETHER EXPRESS, IMPLIED OR STATUTORY, AND INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. IN PARTICULAR, SAXON AND ITS AFFILIATES, PARTNERS, SUPPLIERS AND LICENSORS MAKE NO REPRESENTATION OR WARRANTY THAT (A) THE SOFTWARE OR THIRD PARTY CONTENT AND SERVICES WILL MEET YOUR REQUIREMENTS; (B) THE SOFTWARE OR THIRD PARTY CONTENT AND SERVICES WILL BE UNINTERRUPTED, ACCURATE, RELIABLE, TIMELY, SECURE OR ERROR-FREE; (C) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL ACCESSED OR OBTAINED BY YOU THROUGH THE SOFTWARE WILL BE AS REPRESENTED OR MEET YOUR EXPECTATIONS; OR (D) ANY ERRORS IN THE SOFTWARE OR THIRD PARTY CONTENT AND SERVICES WILL BE CORRECTED. SAXON HAS NO OBLIGATION TO CORRECT ANY ERRORS OR OTHERWISE SUPPORT OR MAINTAIN THE SOFTWARE. YOUR USE OF OR RELIANCE UPON THE SOFTWARE AND ANY THIRD PARTY CONTENT AND SERVICES ACCESSED THEREBY IS AT YOUR SOLE RISK AND DISCRETION.

6. LIMITATIONS OF LIABILITY.

YOU AGREE THAT UNDER NO CIRCUMSTANCES SHALL SAXON OR ITS AFFILIATES, PARTNERS, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING LOSS OF PROFITS, SAVINGS, REVENUE, OR USE, DAMAGED OR LOST FILES OR DATA, OR BUSINESS INTERRUPTION) ARISING OUT OF OR IN CONNECTION WITH YOUR ACCESS OR USE OF OR INABILITY TO ACCESS OR USE THE SOFTWARE, ANY THIRD PARTY CONTENT AND SERVICES, OR ANY MAINTENANCE AND SUPPORT SERVICES, INCLUDING REMOTE SUPPORT SERVICES, WHETHER OR NOT THE DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SAXON WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF YOU ARE NOT HAPPY WITH THE SOFTWARE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO STOP USING THE SOFTWARE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SAXON'S AGGREGATE LIABILITY TO YOU (WHETHER UNDER CONTRACT, TORT, STATUTE OR OTHERWISE) SHALL NOT EXCEED THE AMOUNT PAID FOR THE SOFTWARE. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT ALL TAX RETURNS AND REQUIRED TAX DOCUMENTS ARE FILED WITH ACCURATE INFORMATION AND THAT ALL DEPOSITS AND PAYMENTS ARE MADE.

7. INDEMNIFICATION.

7.1 You agree to indemnify, defend and hold harmless Saxon and its affiliates, partners, suppliers and licensors, and each of their respective officers, directors, agents and employees from and against any claim, proceeding, loss, damage, fine, penalty, interest and expense (including, without limitation, fees for attorneys and other professional advisors) arising out of or in connection with the following: (a) your access to or use of the Software or any Third Party Content and Services, unless otherwise covered under Section 7.2; (b) your breach of this Agreement; (c) your violation of any applicable law; (d) your negligence or willful misconduct; or (e) your violation of the rights of a third party, including the infringement by you of any intellectual property right or misappropriation of any proprietary right or trade secret of any person or entity. These obligations will survive any termination of this Agreement.

7.2 Saxon agrees to indemnify, defend and hold you harmless from and against any claim brought by a third party alleging that the Software, as provided by Saxon and used in accordance with the terms of this Agreement, infringes upon any valid U.S. patent, copyright, trademark, trade secret, or other proprietary right of such third party.

7.3 As your sole and exclusive remedy for any claim arising under Section 7.2, Saxon agrees to (a) obtain for you the right to continue to use the Software; (b) modify the Software so that it no longer infringes such rights; or (c) replace the Software with non-infringing software. If the options set forth in subsections (a), (b), or (c) above are not commercially reasonable in Saxon’s sole determination, Saxon will accept return of the Software and refund to you an amount equal to the unused portion of the Software term.

8. GENERAL.

Governing Law. This Agreement will be governed by the laws of the State of Michigan without regard to conflicts of law principles. Any lawsuit related to this Agreement shall be brought in any state or federal court located in Oakland County, Michigan, and each party hereby irrevocably agrees and consents to the exclusive jurisdiction of the state and federal courts sitting in the State of Michigan.
Export Control. You may not use or otherwise export or re-export the Software except as authorized by United States law and the laws of the jurisdiction(s) in which the Software was obtained. You represent and warrant that you are not (a) located in any country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, or (b) listed on any U.S. Government list of prohibited or restricted parties including the Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person's List or Entity List.
Assignment. You may not assign, sublicense or otherwise transfer your rights, duties or obligations under this Agreement, in whole or in part, without Saxon’s express prior written consent, which Saxon may withhold for any or no reason in its sole discretion.
Amendments. Saxon may modify or amend the terms of this Agreement by posting a copy of the modified or amended Agreement on the Saxon EULA website, at: http://www.Saxoninc.com. You will be deemed to have agreed to any such modification or amendment by your decision to continue using the Software following the date in which the modified or amended Agreement is posted on the Saxon EULA website.
Severability; Waiver. If any provision of this Agreement is prohibited or unenforceable by any applicable law, the provision will be ineffective only to the extent and for the duration of the prohibition of unenforceability, without invalidating any of the remaining provisions. Except as provided herein, the failure to exercise a right or require performance of an obligation under this Agreement shall not affect a party's ability to exercise such right or require such performance at any time thereafter nor shall the waiver of a breach constitute waiver of any subsequent breach.
Entire Agreement. This Agreement embodies the entire agreement and understanding between Saxon and you with respect to the subject matter of this Agreement and supersedes all prior oral or written agreements and understandings relating to the subject matter of this Agreement. No statement, representation, warranty, covenant or agreement of any kind not expressly set forth in this Agreement will affect, or be used to interpret, change or restrict, the express terms and provisions of this Agreement.
Contact. You may direct questions, complaints or claims related to this Agreement or your use of the Software to Saxon at 811 Woodward Heights Ferndale, MI. 48220 or by phone 248-398-2000 or by email to info@saxoninc.com.

TERMS AND CONDITIONS

1. Parties and Background. For the purpose of these Terms and Conditions, “Saxon” shall mean Saxon, Inc., a Michigan corporation. “Customer” shall mean the person or entity identified in the related quotation or purchase order that is seeking to purchase products and/or services from Saxon as described in the Customer’s purchase order or Saxon’s quotation, as applicable. Saxon is a developer and seller of a system used to manage the liquor inventory ordering process, consisting of a tablet with pre-loaded software (the use of which is subject to an End User License Agreement), a scanner, and set of bar code shelf tags and related instruction manuals (collectively, the “Liquor Ordering System”).

2. Application. These Terms and Conditions, together with Customer’s related purchase order and the End-User License Agreement (EULA), govern the relationship between Customer and Saxon and apply to all sales of equipment, parts, supplies, materials, systems or other personal property comprising the Liquor Ordering System by Saxon to Customer. Customer acknowledges and agrees that these Terms and Conditions are incorporated in, and are a part of, each quotation, purchase order, invoice, release, requisition, work order, shipping instruction, specification, and any other document, whether expressed verbally, in written form or electronic commerce, relating to the sale of the Liquor Ordering System by Saxon to Customer (such documents, including the EULA and these Terms and Conditions are collectively referred to as the “Agreement”). Such Agreement represents the complete and exclusive statement of the parties' agreement and supersedes any prior discussions, negotiations, agreements, and understandings. Any modifications proposed by Customer are not part of the parties' Agreement in the absence of Saxon’s written acceptance thereof in a separate writing. Any terms or provisions in the Customer’s Purchase Order which are in any way inconsistent with those herein shall be null and void and the Terms and Conditions herein shall control. The acceptance of Saxon’s quote or the issuance or placing of a purchase order by Customer shall constitute acceptance of these Terms and Conditions.

3. Quotations. No verbal quotations will be valid. Customer acknowledges that only written quotations that specifically identify the Liquor Ordering System may be relied upon by Customer. All clerical errors in quotations are subject to correction by Saxon.

4. Pricing. Prices are stated in U.S. Dollars. Prices shown in any literature are for informational purposes only, are subject to change, and are subject to confirmation with a specific quotation and/or an accepted purchase order. Unless otherwise agreed in writing between Saxon and Customer, Saxon reserves the right to increase or decrease any price with any such increase or decrease to apply to any purchase order that has not been accepted by Saxon as of the effective date of such change. Such price change will not apply to any purchase orders that have been accepted, or pursuant to which the Liquor Ordering System has been shipped and billed prior to the effective date of the price change. Prices do not include related freight charges, duties, customs’ charges, use tax, sales tax, excise tax, value-added tax, or similar taxes, or charges of any nature whatsoever imposed by any governmental authority (collectively, “Taxes and Fees”) unless otherwise expressly agreed to in writing by Saxon, all of which charges and taxes shall be paid by the Customer. Delivery of the Liquor Ordering System will be F.O.B. point of origin and all transportation costs shall be billed to and prepaid by the Customer or charged to the Customer’s consignee freight account.

5. Taxes. Prices quoted do not include (and Customer shall pay) all Taxes and Fees of any kind that may be levied or imposed on either party by federal, state, municipal, or other governmental authorities in connection with the sale or delivery of the Liquor Ordering System by Saxon including, but not limited to, sales, use, excise or similar taxes, with the exception of Saxon’s income tax obligations arising out of the sale of the Liquor Ordering System.

6. Terms of Payment. Unless otherwise specifically agreed in writing by Saxon, the total price for the Liquor Ordering System is due and payable, without setoff or other deductions or charges, on the date of Customer’s receipt of Saxon’s invoice, unless Saxon extends to Customer separate open account credit subject to all terms as specified by Saxon. Open account credit may be extended at Saxon’s sole discretion upon satisfactory credit review and will be subject to the terms specified by Saxon. Any amounts due by Customer to Saxon that remain unpaid 30 days following the date of Saxon’s invoice will bear interest on the unpaid balance at the rate of one and one-half (1-1/2%) per month or the maximum rate permitted by law, whichever is less. The accrual or payment of any interest as provided above will not constitute a waiver by Saxon of any rights and remedies in connection with a default by Customer. Customer will pay all court costs, attorney fees, and other costs incurred by Saxon in collecting past-due amounts, including interest. If, in Saxon's judgment, the financial condition of Customer at the time the Liquor Ordering System is ready to be shipped or delivered does not justify the payment terms specified, Saxon reserves the right to change these terms or to require full payment or partial payment in advance. All open account sales are subject to the approval of Saxon's credit department.

7. Security Interest. As security for payment of all amounts due to Saxon, Customer grants to Saxon a security interest in all equipment sold by Saxon and comprising the Liquor Ordering System, and Saxon will have all rights of a secured party under the Uniform Commercial Code with respect to such equipment. Customer appoints Saxon as its attorney-in-fact with authority, at Saxon’s option, to take actions as it deems reasonable in the circumstance to perfect the above security interest in any one or more jurisdictions including, but not limited to, filing a financing statement.

8. Limited Warranty; Disclaimer. The warranty obligations of Saxon for the Liquor Ordering System will in all respects conform and are limited to the warranty extended by the manufacturer of the equipment comprising the Liquor Ordering System, if transferable. The sole remedy available to Customer with respect to defects in such equipment will be against the manufacturer under any applicable manufacturer’s warranty to the extent available to Customer. TO THE EXTENT THE MANUFACTURER WARRANTY IS NOT TRANSFERABLE TO CUSTOMER, SAXON MAKES NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO OR IN ANY WAY RELATING TO THE EQUIPMENT, WHETHER BASED ON BREACH OF WARRANTY OR CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. The warranties herein extend to Customer only.

Except as otherwise provided in these Terms and Conditions, Saxon warrants for a ninety (90) days from the date of Saxon’s invoice, that the Liquor Ordering System will be free from defects for such period under normal and recommended use; provided, however, the tablet and scanner comprising the Liquor Ordering System shall carry only the particular warranty offered by the manufacturer of such equipment (which may be less than 90 days), and Saxon shall assign such warranty rights to Customer, to the extent assignable. No representation or warranty, expressed or implied, made by any sales representative or other agent or representative of Saxon, which is not specifically set forth herein, shall be binding upon Saxon. Saxon’s obligation under any warranty provided herein will be limited to the replacement or repair, or issuance of a credit for, the particular item involved, in each case at Saxon’s option.

Any warranty provided herein by Saxon is available only if (a) Saxon is promptly notified in writing upon discovery of an alleged defect, but in all cases within the applicable warranty period, (b) Saxon’s examination discloses, to its satisfaction, that there is a defect for which it is responsible, and that any defect has not been caused by misuse, neglect, improper installation, improper operation, improper maintenance, accident, or an act of God, and (c) the Liquor Ordering System has not been repaired during the applicable warranty period provided for herein by any individual, person, or entity other than Saxon without the written authority of Saxon.

THE LIMITED WARRANTY PROVIDED IN THESE TERMS AND CONDITIONS IS IN LIEU OF ALL OTHER WARRANTIES WHETHER EXPRESSED, IMPLIED OR STATUTORY INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

General information such as schematic diagrams, instruction manuals and the like are furnished by Saxon as a suggestion for the use of the Liquor Ordering System and in no way constitute warranty of fitness for a specific application.

9. Limitation of Liability. EXCEPT FOR BODILY INJURY OR PROPERTY DAMAGE DUE TO THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SAXON, SAXON SHALL HAVE NO LIABILITY WHATSOEVER TO CUSTOMER OR ITS AFFILIATES IN AN AMOUNT OF DAMAGES IN EXCESS OF THE AMOUNT PAID BY CUSTOMER TO SAXON FOR THE LIQUOR ORDERING SYSTEM. IN NO EVENT SHALL SAXON OR ITS SUPPLIERS BE LIABLE FOR SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMTIED TO, LOSS OF PROFITS OR REVENUE, LOSS OF USE OF EQUIPMENT, DAMAGE TO EQUIPMENT, COST OF CAPITAL, DOWNTIME COSTS, OR CLAIMS OF THIRD PARTIES OR CUSTOMERS FOR SUCH DAMAGES, REGARDLESS OF THE CAUSE OR THEORY ASSERTED.

10. Delivery; Force Majeure. Any delivery dates or other schedule of performance by Saxon are approximations and based upon prompt receipt of all necessary information from Customer, and the sole obligation of Saxon with respect to the schedule of delivery or performance will be to use commercially reasonable, or otherwise to perform, consistent with the reasonable demands of its business. Customer shall be responsible for all delivery costs and shall bear the risk of any loss or damage in transit. In any event, any delay or failure of Saxon to perform its obligations under the Agreement shall be excused and Saxon will have no liability to Customer or any other person for such delay or failure if, and to the extent such delay or failure is caused by an event or occurrence beyond the reasonable control of Saxon and without its fault or negligence including, but not limited to, strikes or labor disputes of any type; accidents, fire, floods, windstorms, explosions, natural disasters, sabotage, terrorism, acts of God, war, riots, epidemics, quarantine restrictions, or actions by governmental authorities; acts, omissions, or delays of Customer or any other third party; shortages of labor, materials or facilities; delays in transportation or transportation embargoes; or court injunctions or orders. In the event of such delay, the delivery date shall be extended for that length of time as may be reasonably necessary to compensate for the delay. Regardless of the reason for delay, Saxon will not be liable for any incidental or consequential damages resulting from any delay.

11. Packaging and Labeling. Unless otherwise specified, the equipment comprising the Liquor Ordering System shall be: (a) packed, packaged, marked and otherwise prepared for shipment in a manner which is in accordance with good commercial practice; (b) acceptable to common carriers at the lowest rate for the particular products and in accordance with applicable regulations; and (c) adequate to insure safe arrival at the named destination; provided, however, Saxon shall not be liable for, and Customer shall bear the risk of, any loss or damage in transit.

12. Title and Risk of Loss. Title to and risk of loss or damage to the Liquor Ordering System will pass to Customer on delivery by Saxon F.O.B. (a) Saxon’s facility, or (b) as otherwise specifically indicated in the Agreement.

13. Inspection and Acceptance. Customer will have ten (10) days from the date of delivery to inspect the Liquor Ordering System for defects and nonconformance and to notify Saxon, in writing, of any defects, nonconformance, or rejection. Items as not conforming to the Agreement, or as otherwise defective, shall be returned at Customer’s initial expense, including transportation and handling costs, but subject to reimbursement by Saxon upon confirmation of the defect claimed. Acceptance by Customer of the Liquor Ordering System shall be deemed to have occurred no later than ten (10) days following delivery, unless a timely and proper rejection has been made by that date.

14. Returns. All returns will be pursuant to Saxon’s instructions and except as otherwise provided in these Terms and Conditions, subject to Saxon’s written permission for such return. Customer must contact Saxon for a Return Material Authorization Number (RMA) before returning any item of the Liquor Ordering System. All returns must reference the RMA number along with the original invoice number and the reason for the return.

15. Cancellation or Termination. All purchase orders that have been accepted by Saxon are considered final and binding and may not be cancelled, altered or terminated by Customer except upon terms and conditions acceptable to Saxon, in its sole discretion, which may include cancellation/restocking fee in the amount of at least 25% of the purchase order amount.

This Agreement may be terminated in any of the following ways:

A. By mutual agreement of Saxon and Customer;

B. By Saxon, on thirty (30) days prior written notice, in the event that: (i) Customer breaches or otherwise fails to comply with any provision contained herein, and such breach is not cured within that time period; (ii) Saxon reasonably believes that Customer's financial condition places it in a position of being unlikely to be able to meet its contractual obligations; (iii) Customer defaults under any other material contract to which it is a party; or (iv) Customer sells all or substantially all of its assets, a majority of its voting stock or merges with another entity.

C. By Customer, upon one hundred twenty (120) days prior written notice, in the event that: (i) Saxon breaches or otherwise fails to comply with any provision contained herein, and such breach is not cured within that time period; (ii) Customer reasonably believes that Saxon's financial condition places it in a position of being unlikely to be able to meet its contractual obligations; (iii) Saxon defaults under any other material contract to which it is a party; or (iv) Saxon sells all or substantially all of its assets, a majority of its voting stock or merges with another entity, unless Saxon is the surviving corporation in any such merger.

In the event of default under the Agreement by Customer that is not cured within thirty (30) days after notice by Saxon, Customer will pay to Saxon on demand all direct and indirect costs (including, without limitation, all applicable restocking or cancellation charges, including reimbursement for direct costs assessed by the manufacturer) incurred directly or indirectly by Saxon in connection with the Agreement, all as reasonably determined by Saxon, plus any profit to be negotiated with Customer. No termination by Customer for default shall be effective unless and until Saxon shall have failed to correct such alleged default within one hundred twenty (120) days after receipt by Saxon of written notice specifying such default.

16. Technical Support. Unless otherwise specifically provided on the quotation or in an accepted purchase order, the Agreement does not include any services of Saxon in connection with installation, testing, or evaluation of the Liquor Ordering System. Saxon will, however, consistent with its capabilities and subject to scheduling acceptable to Saxon, make available to Customer, at Customer’s expense, technical support services relating to the Liquor Ordering System at the rates then imposed by Saxon, together with any out-of-pocket expenses of Saxon in connection with the technical support. The sole remedy of Customer in connection with any acts or omissions of Saxon in the provision of technical support will be the provision of further technical support to Customer reasonably required to correct the act or omission.

17. Access and Confidentiality. Customer recognizes that Saxon is the owner of, and/or in possession of certain confidential and proprietary information relating to the development and application of the Liquor Ordering System, which may include specifications, technological know-how and other types of information or data related thereto (the "Technical Information"). Customer shall not, directly or indirectly, use, disclose, disseminate, or otherwise publish to any third-party any of the Technical Information. Customer shall protect from disclosure Saxon's Technical Information to the same extent which Customer seeks to protect its own Technical Information from disclosure (but in no event will Customer exercise less than reasonable measures). The confidentiality obligations herein shall not apply to any Technical Information which (a) at the time of disclosure is in the public domain, (b) after disclosure becomes part of the public domain other than through a breach of a non-disclosure obligation, or (c) was received from a third-party who acquired such information through lawful means and without any breach of a non-disclosure obligation.

18. Modifications and Waiver—Entire Agreement. The Agreement contains the entire agreement between Saxon and Customer and can be modified or rescinded only by a writing signed by both parties. All prior or contemporaneous agreements, understandings, representations, warranties, and statements, oral or written, are merged into these Terms and Conditions. Neither these Terms and Conditions nor any of its provisions may be waived, modified, amended, discharged, or terminated except by an instrument in writing signed by the party against which that enforcement is sought and then only to the extent set forth in that instrument. The Agreement shall be binding upon, and its benefits shall inure to, the parties hereto and their respective heirs, representatives, successors, and permitted assigns. Failure of either party to insist on strict performance of the Agreement will not be construed as a waiver of any term or condition of the Agreement.

19. Compliance with Laws. Customer will be responsible for compliance with any and all federal, state, or local laws or regulations respecting safety or respecting use of the Liquor Ordering System and shall indemnify and hold Saxon harmless from and against any and all claims of violations of laws or regulations or other claims of personal injury or property damage directly or indirectly related to the installation, maintenance, possession, use or operation of the Liquor Ordering System, unless such claim results from the negligence of Saxon.

20. Anti-Corruption. Customer has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from a Saxon employee or agent in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If Customer learns of any violation of the above restriction, it will use reasonable efforts to promptly notify Saxon’s Legal Department.

21. Government Clauses And Contracts. Customer acknowledges that the Liquor Ordering System is being purchased for commercial purposes only and is not the subject of any contract with a governmental body or agency thereof.

22. Assignment. The Agreement may not be assigned by Customer without the prior written consent of Saxon. Saxon may not assign its rights to this Agreement or delegate its obligations hereunder without the prior written consent of the Customer except (1) to a successor entity by merger or consolidation of Saxon, or (2) to any entity acquiring by sale, lease or other-wise substantially all of the property, assets and business of Saxon, or (3) to any entity controlling, controlled by, or under common control with, Saxon.

23. Governing Law and Jurisdiction. The Agreement will be governed by and construed in accordance with the laws of the State of Michigan, and any dispute arising hereunder that is not resolved through informal dispute resolution procedures, shall be resolved exclusively in the courts sitting in either Oakland County, Michigan or the United States District Court for the Eastern District of Michigan and such courts shall have exclusive jurisdiction as to such disputes.

24. Authority. No signature to these Terms and Conditions shall be required as a precondition to their enforcement. If Saxon requests a signature to these Terms and Conditions, these Terms and Conditions may be executed in counterparts (including counterpart facsimiles or by electronic signatures) and each counterpart shall be deemed to be an original instrument, but all counterparts shall together constitute one agreement. In that event, each signatory represents that it has all requisite authority to execute the Agreement on behalf of its principal and that the Agreement is fully enforceable against the principal in accordance with its terms.

25. Severability. In the event any of the terms of the Agreement are in conflict with any rule of law or statutory provision or are otherwise unenforceable under the laws or regulations of any government or subdivision thereof, such terms shall be deemed stricken from the Agreement, but such invalidity or unenforceability shall not invalidate any of the other terms of the Agreement and the Agreement shall continue in force, unless the invalidity or unenforceability of any such provisions hereof does substantial violence to, or where the invalid or unenforceable provisions comprise an integral part of, or are otherwise inseparable from, the remainder of the Agreement.

26. Relationship of the Parties. Customer and Saxon are independent contractors, and nothing in this Agreement makes either party the agent or legal representative of the other party for any purpose. Neither party has authority to assume or to create any obligation on behalf of the other party.

Rev. Date 5-17-17