These Terms of Sale govern the supply of software licenses and related advisory services by US-Lab, Inc. ("US-Lab", "we", "us"), a Delaware corporation with its principal office at 2 University Plaza, Suite 100-97, Hackensack, NJ 07601, United States, to its clients ("you"). A separate Software Licensing and Supply Agreement is available on request and, where signed, takes precedence over these terms.
1. Scope and standing of the parties
We provide two things: advice on how software licenses should be structured, and the supply of those licenses obtained from publishers and their authorized distributors.
We contract as principal. We purchase licenses in our own name and at our own risk and resell them to you. We are an independent contractor, not your agent, and have no authority to bind you. Nothing here creates a partnership, joint venture or employment relationship.
2. Advisory services
On request we assess your licensing requirements and recommend licensing models, seat counts and terms suitable for your projects. Where a project needs products from several publishers, we advise how the licenses fit together and coordinate their terms and renewal dates. We provide product and pricing information and, where available, trial versions, advise on delivery schedules and expedite orders, and represent your interest in any claim against a publisher over defective or non-conforming licenses.
3. Orders
You submit a purchase request specifying products, quantities and license terms. We issue an invoice setting out products, quantities, unit prices and the total payable. An order is accepted when we receive payment in full against the relevant invoice.
We hold no stock. Licenses are ordered only after you instruct us to do so, and only from publishers or authorized distributors. We then procure the licenses and deliver them to you electronically, together with license keys, activation details and the publisher's terms of use.
4. Prices and payment
Prices are quoted in United States dollars and stated on each invoice. The price includes the advisory services described above.
- Payment is due in advance and in full.
- Payment is made by bank wire transfer or by cheque only. We do not accept cash and will not accept any request to make or receive payment in cash.
- Payment is made to US-Lab directly and to no other party. We will not direct you to pay a third party, and will not accept an instruction to pay any amount owed to us to a third party.
- Payment is made to a US-Lab bank account held in the United States, being the country in which we are incorporated and resident for tax purposes.
- Please quote the invoice number in the payment reference. Sending-bank charges are borne by you; receiving-bank charges are borne by us.
If you settle through a third-party payment agent, notify us in writing in advance of that agent's name and country. You remain the counterparty and remain liable for payment. We may decline payment from any agent we were not notified of in advance.
5. Delivery and title
Licenses are delivered electronically to the address you notify. You acquire the rights granted by the publisher's license terms; we grant no rights of our own in the software. Risk and entitlement pass to you on delivery of the license keys or on activation by the publisher, whichever occurs first.
6. Our warranties
We warrant that we have the right to supply the licenses and that they are obtained from the publisher or an authorized distributor; that we have no ownership, financial interest in or control over any publisher or distributor we buy from, and none has such an interest in or control over us; and that we receive no commission or other compensation from any publisher or distributor in connection with your orders. We keep written evidence of each purchase, in the form of publisher and distributor invoices and receipts, for not less than three years, and make it available to you on request to verify the amounts invoiced.
7. Your warranties and compliance
You warrant that you acquire the licenses for your own use or for end users identified by you to us in writing, and not for resale.
You warrant that neither you, your owners, nor the end users are the subject of sanctions administered by the U.S. Office of Foreign Assets Control, the U.S. Department of Commerce, the United Nations, the European Union or the United Kingdom, and that the licenses will not be used, installed, transferred, re-exported or otherwise made available, directly or indirectly, where to do so would breach United States export control or sanctions laws or the publisher's license.
On request you will identify the end users and the territory of use in writing. We may suspend or terminate performance, without liability, if we have reasonable grounds to believe this clause has been or would be breached; amounts paid for orders not yet placed with a publisher are refunded.
8. Anti-bribery and anti-corruption
Neither party will make or offer any payment or transfer of value having the purpose or effect of public or commercial bribery, or of accepting kickbacks or other unlawful means of obtaining business. On request, each party will certify that it has made no improper payment to any government official, political party or candidate to obtain or retain business connected with the sale. Each party will notify the other without delay of any such payment, offer or agreement it learns of, and will comply with all laws applicable to its performance.
9. Records and audit
We maintain complete records of all purchases and sales. You are allowed reasonable access, on reasonable notice, to the books and records that relate to your orders, to confirm compliance with the payment, warranty and anti-bribery sections above.
10. Liability
Software is supplied under the publisher's own warranty terms; we give no additional warranty as to the software itself. Our liability is limited to the amount you paid for the licenses to which a claim relates. Each party indemnifies the other against claims, liabilities, damages, costs and reasonable legal fees arising out of its breach of any representation, warranty or covenant.
11. General
Rights and obligations are personal and may not be assigned without the other party's written consent. Each party bears its own expenses. These terms, together with the invoices issued under them, are the entire agreement and supersede prior arrangements. Notices are given in writing to the email addresses on record.
These terms are governed by the laws of the State of New Jersey, United States, and the courts of that State have exclusive jurisdiction.
Questions about these terms: info@us-lab.net · +1 201 895 5038