EXCEPT AS OTHERWISE AGREED IN WRITING, THESE TERMS AND CONDITIONS GOVERN ALL SALES CONTRACTS TO THE EXCLUSION OF OTHER TERMS AND CONDITIONS. OUR QUOTATIONS AND ESTIMATES ARE NOT OFFERS CAPABLE OF ACCEPTANCE BY YOU, AND ANY ORDER PLACED BY YOU WILL ONLY BE ACCEPTED BY OUR WRITTEN CONFIRMATION OF SUCH ORDER.

GENERAL PROVISIONS

1.1    The definition of terms used, interpretation of this agreement and rights of parties hereto shall be construed under and governed by the Uniform Commercial Code of the State of Illinois. “Seller” when used herein means Stenograph, LLC. “Purchaser” when used herein means the person or entity purchasing or receiving goods from Seller. “Goods” means the equipment, products, articles, supplies or other property sold by Seller to Purchaser under an order. “Contract” means the purchase order or purchase agreement between Seller and Purchaser for Goods. “Software” means the software licensed by Seller to Purchaser pursuant to a License. “License” means a license agreement between Seller and Purchaser pursuant to which Seller licenses Purchaser to use Software. “Support Services” means assistance provided by Seller in accordance with the terms of a Support Agreement to allow Purchaser to operate the Goods and/or Licensed Software as intended. “Support Agreement” means the License or other separate agreement  between Seller and Purchaser pursuant to which Seller agrees to provide Support Services.

1.2    Seller’s quotations and estimates are not offers and are subject to change or withdrawal without notice before an order is acknowledged by Seller. If Seller’s proposal is deemed to constitute an offer, it may be accepted only on terms set forth in such proposal, including, without limitation, these Terms and Conditions. If Seller’s proposal constitutes an acceptance of an offer, such acceptance is expressly conditioned on Purchaser’s assent to the terms of such proposal, including, without limitation, these Terms and Conditions. An acceptance of any part of the Goods covered hereunder shall be deemed to constitute such assent. Any additional and/or different terms and conditions proposed by Purchaser and/or any attempt by Purchaser to vary any of these terms and conditions shall be deemed a material alteration and is hereby objected to and rejected unless expressly agreed by Seller in writing. Only variations or modifications to the Contract made in writing and signed by Seller and Purchaser shall be enforceable.

1.3    Unless otherwise agreed by Seller in writing, Seller’s prices for Goods, Software and Support Services are subject to change without advance notice at any time prior to order acknowledgment. Pricing changes for Support Services under a Support Agreement shall take effect at the time of renewal. Seller reserves the right to adjust the invoice price, after the price is quoted and/or acknowledged, to take account of any material variation in Seller’s costs beyond Seller’s reasonable control since the date of the quotation or (if no quotation is issued) the order acknowledgement, and the invoice so adjusted shall be payable as if the price set out therein were the original contract price. All sales are subject to increase without notification by the amount of any sales, excise or other tax or duty levied or charged by any governmental agency and are subject to any price adjustment necessitated by Seller’s compliance with any government action.

1.4    Unless otherwise agreed by Seller in writing, Seller reserves the right to change or modify the design and construction of any product or to substitute material equal to or superior to that originally specified, without notice to the Purchaser.

1.5    Any action for breach of contract hereunder must be commenced within one year after the cause of action has accrued or they are waived. Any failure by Seller to enforce its rights under this Contract will not be deemed a waiver of such rights.

1.6    All disputes arising under or in connection with this Contract shall be  resolved by (a) good-faith negotiations by knowledgeable, responsible representatives of each party who are fully authorized to settle any such dispute, or (b) in the event such negotiations do not resolve such dispute within a thirty (30) day period (or such longer period as the parties may agree), binding arbitration held in Chicago, Illinois, by a single arbitrator mutually agreed by the parties, conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association. Each party shall bear its own costs of these procedures; the parties shall equally split the fees of the arbitration and the arbitrator. Notwithstanding the above, either party shall have the right to seek a temporary restraining order or an injunction related to the purposes of this Contract, to compel compliance with confidentiality obligations, or to file suit to compel compliance with this dispute resolution process.

1.7    Purchaser may not assign, novate or otherwise transfer its rights or obligations under this Contract, under a License or under a Support Agreement without Seller’s prior written consent, and any attempt to do so shall be null and void and of no effect.

CANCELLATION AND RETURNS

2.1    Purchaser may not cancel Contracts for the purchase of Goods under any circumstances without Purchaser first reaching an agreement in writing with Seller covering Seller’s damages. Unless a cancellation schedule is agreed in the Contract, such agreement for cancellation charges must reimburse Seller for all expenses incurred, including, but not limited to, costs of purchased materials, labor costs, engineering costs, third-party service costs, and a reasonable mark-up to cover overhead and profit.

2.2    Except as may be provided otherwise in a License or except as otherwise agreed by Seller in writing, Purchaser may not cancel a License. Except as may be provided otherwise in a License agreement or except as otherwise agreed by Seller in writing, Support Agreements, including SaaS-model products, Contracts, and Subscriptions will have a one (1) year term and will automatically renew for additional (1) year periods unless Purchaser cancels Support Services effective as of the end of the applicable term thereof by providing not less than thirty (30) days’ prior written notice of Purchaser’s intention to cancel.

2.3    Writers and Software may not be returned. Other Goods purchased directly from Seller, and not through a distributor or leasing or financing company, may be returned with pre-approval by Seller’s Customer Service, provided they are in their original condition and returned within thirty days of receipt. A 15% (of retail price) restocking fee will be assessed on approved returns. A Return Authorization (RA) number must accompany any returns for proper credit to be given. Return Authorization (RA) number may be obtained by contacting Customer Service.

DRAWINGS, DESIGNS AND CONFIDENTIALITY

3.1    All of Seller’s specifications, designs, drawings and indications of functionality (“the Designs”) are made in good faith and are approximate indications only and are not binding in detail unless Seller has agreed in writing to a particular Design upon which Purchaser has indicated it is relying; Seller shall be entitled to vary the same and/or to correct errors and omissions provided the Goods and Software remain in substantial conformity with the contractual requirements.

3.2    The Designs, the Software and all other designs, drawings, software code, know-how, technologies, proprietary information and other intellectual property concerning Seller’s products or services (including all patents, copyright, design right, know-how, trade secret and other intellectual  property in them) are and shall remain, as between the parties, the sole property of Seller. Purchaser is not entitled, licensed or authorized to make any use of the Designs, the Software or other intellectual property of Seller other than for the use of the Goods as contemplated by this Contract and use of the Software in accordance with the terms of a License.

3.3    Unless specifically agreed in writing otherwise, any inventions, modifications, improvements, techniques, know-how or intellectual property rights affecting Seller’s products, software or services made or gained in the course of performing this Contract shall belong to Seller absolutely.

3.4    Neither party shall disclose to third parties or use for its own purposes any confidential or proprietary information of the other party without the prior written consent of the other party.

SOFTWARE, LICENSE AND SUPPORT TERMS

4.1    The Software and Support Services are additionally governed by the terms and conditions set forth in the applicable License and/or Support Agreement, which terms and conditions are incorporated herein by reference.  In the event of any conflict between the terms and conditions set forth in the License and/or the Support Agreement on the one hand and those set forth herein on the other hand, the terms and conditions of the License and Support Agreement shall control.

PAYMENT AND SHIPMENT

5.1    Unless otherwise agreed by Seller in writing, payment for Goods is due prior to shipment and payment for Software is due prior to download. Unless specifically agreed otherwise in this Contract, payment shall be in U.S. funds in cash or by check or credit card (Visa, MasterCard, American Express or Discover). Payment terms for Support Agreements, including SaaS-model products, Contracts, and Subscriptions are due upon receipt of invoice, and a credit card (Visa, MasterCard, American Express, or Discover) must be provided in Stenograph’s online bill-pay portal for automatic payment processing for all Support, SaaS, and Subscription products. Unless otherwise agreed by Seller in writing, due at time of order.

5.2    An authorized and independent leasing or financing company may purchase Goods on behalf of a customer on such terms and conditions as may be agreed between the leasing or financing company and such customer. In such event, the customer shall not receive an invoice from Seller. Goods purchased by a leasing or financing company may not be exchanged or returned for credit to Seller.

5.3    Unless specifically agreed otherwise in this Contract, all sales are F.O.B. Seller’s facility. Seller may, in its discretion, select the carrier unless specified in advance by Purchaser. Title to the Goods shall transfer to Purchaser upon the earlier of full payment therefor and Seller’s delivery of the Goods per the agreed delivery terms. Risk in the Goods shall transfer to Purchaser upon Seller’s delivery of the Goods per the agreed delivery terms.

5.4    While expected dates of delivery of goods are given in good faith, the same are not of the essence of or in any way terms of this Contract or representations of fact. All shipping dates given are approximate, and while effort is made to maintain schedules, Seller will not be liable for damages on account of delay. Seller shall not be responsible for reasonable or excusable delays nor shall the Purchaser refuse to accept delivery because of any such delays. Excusable delays include, without limitation, delays resulting from accidents, fires, floods, severe weather or other acts of God, strike, lockout or other labor difficulties, embargoes, government controls or other forms of intervention, inability to obtain labor, materials or services and other causes beyond Seller’s control.

5.5    Purchaser shall inspect Goods within ten (10) business days after delivery of Goods or download of Software and notify Seller in writing of any defects or any failure of the Goods or Software to conform to the requirements of this Contract. All claims by Purchaser for shortages in a shipment of Goods or Goods damaged in transit must be made against the carrier. All claims by Purchaser against Seller for nonconforming Goods or Software and claims  for shortages in a shipment or damaged Goods (other than claims to be made against the carrier) must be made in writing to Seller within ten (10) business days after receipt of shipment or Purchaser shall be deemed to have accepted such Goods and Software and any claims for nonconforming Goods and Software shall be waived.

WRITER WARRANTY

6.1    Except as specifically agreed otherwise in this Contract, Seller warrants all professional and student writers (new and refurbished), including standard tripods and chargers, to be free from defects in material and workmanship under normal use and service for a period of one (1) year from the date of original purchase (or, in the case of consumable items such as batteries and SD cards, ninety (90) days from the date of original purchase). Extended warranty for Goods is available for purchase. In the event of any breach of such warranty, Seller’s sole responsibility shall be to either repair or replace (in Seller’s discretion), without charge to the owner, any defective parts or nonconforming writer software, provided arrangements are made in advance to send the writer to Seller and Seller’s inspection shows it to be thus defective. If no defect is found, a charge may be made for the cost of the inspection, examination and/or shipping.

6.2    The foregoing warranty does not cover defects or damage arising out of damage or abuse or failure to use, maintain and care for the writer as described in the applicable User's Guide. The foregoing warranty does not cover defects or damage arising from or related to modifications, adjustments or repairs to writers by anyone other than Seller, except such modifications, adjustments or repairs made in accordance with the User’s Guide or Seller’s written instructions.

6.3    The foregoing warranty includes access to updates for writer software during the warranty period. (Note: Transcription software (including, but not limited to, Case CATalyst®) is covered by its own separate warranty and is not covered under this warranty.)

6.4    In the U.S. and Canada, the foregoing warranty includes the use of a loaner and the cost of FedEx 2Day® shipment both ways for both the warranted writer and a loaner.

6.5    The foregoing warranty also includes technical support via phone during regular business hours and 24/7 access to Seller's online Solution Center accessible at www.stenographsolutions.com/solution.

6.6    If Purchaser informs Seller of a defect after the Warranty Period has expired, then Seller may, in its discretion, offer advice (free of charge) and repair or replacement of goods or additional services at Purchaser’s expense.

6.7    There are no third party beneficiaries of the warranty granted by Seller herein.

ACCESSORY WARRANTY

7.1    Except as expressly agreed by Seller otherwise, Seller warrants all bags, carrying cases and other accessories (other than the writer’s standard tripod and charger, which are covered by the applicable writer warranty) sold by Seller to be free from defects in material and workmanship under normal use and  service  for  a  period  of  ninety  (90)  days  from  the  date  of    original purchase. In the event of any breach of such warranty, Seller’s sole responsibility shall be to either repair or replace (in Seller’s discretion), without charge to the owner, any defective parts, provided arrangements are made in advance to send the product to Seller and Seller’s inspection shows it to be thus defective. If no defect is found, a charge may be made for the cost of the inspection, examination and/or shipping. The foregoing warranty does not cover defects or damage arising out of damage or abuse or improper use, maintenance or care for these accessories. The foregoing warranty does not cover defects or damage arising from or related to unauthorized modifications, adjustments or repairs to accessories by anyone other than Seller or the manufacturer.

7.2    In addition to the foregoing warranty, Seller extends all warranties provided by the manufacturers of such accessories (if any) and will provide reasonable cooperation in the owner’s warranty claims to such manufacturers. Claims under any manufacturer’s warranty shall be made in accordance with the manufacturer’s requirements regarding the return, repair or replacement of the goods.

SERVICES WARRANTY

7.3    Except as specifically agreed otherwise in this Contract, Seller warrants that the Services shall (i) be performed with reasonable skill, care and diligence, in a good and workmanlike manner and in accordance with customarily accepted professional practices, (ii) conform with specifications agreed in writing and (iii) be free from material defect for a Warranty Period of thirty (30) days from completion. Purchaser’s sole remedy for breach of this warranty is to have Seller re-perform the Services at Seller’s sole cost and expense. [Or modify for Company’s standard warranty terms.]

7.4    Seller shall be under no liability for breach of the warranty set forth herein for wearing and consumable parts or to the extent any damage or nonconformity is caused by: (i) improper installation (if installed by other than Seller), use, maintenance and/or service; (ii) modification or alteration by other than Seller; (iii) delays in notifying Seller of the alleged defect; (iv) equipment, component, materials or parts supplied by or on behalf of Purchaser; and/or [Optional: (v) failure to perform proper long-term storage preparations per Seller’s instructions].

DISCLAIMER OF WARRANTY

8.1    SELLER DOES NOT WARRANT THE MERCHANTABILITY OF ITS PRODUCTS AND DOES NOT WARRANT THE FITNESS OF THE PRODUCTS FOR A PARTICULAR PURPOSE. SELLER DOES NOT MAKE, AND HEREBY DISCLAIMS AND EXCLUDES, ANY WARRANTY, EXPRESS OR IMPLIED, OTHER THAN THE WARRANTY CONTAINED HEREIN OR OTHERWISE EXPRESSLY AGREED BY SELLER IN WRITING.

INDEMNITY

9.1    Seller shall indemnify and hold Purchaser harmless from loss, claim, cost, expense or damage (including payment of reasonable attorneys’ fees)  suffered or incurred by Purchaser and arising from any injury, death or property damage but only to the extent caused by any defect in the design or manufacture of the Goods, provided that Seller shall have no obligation to indemnify or hold Purchaser harmless to the extent any loss, claim, cost, expense or damage arises from or is caused by any specification, material, information or instruction provided by or on behalf of Purchaser or any negligence or willful misconduct by anyone other than Seller.

9.2    Seller shall indemnify and hold Purchaser harmless from loss, claim, cost, expense or damage (including payment of reasonable attorneys’ fees)  suffered or incurred by Purchaser and arising from any claim of infringement of a third party’s intellectual property rights but only to the extent caused by the Goods (including the Designs) provided by Seller hereunder, provided that Seller shall have no obligation to indemnify or hold Purchaser harmless to the extent any loss, claim, cost, expense or damage arises from or is caused by any specification, material, information or instruction provided by or on behalf of Purchaser, by Purchaser’s combination of the Goods with materials not supplied by Seller or by Purchaser’s use of the Goods other than as instructed by Seller or contemplated by this Contract. In the event Seller reasonably deems any Goods to infringe a third party’s intellectual property rights, Seller may, in its sole discretion, either license Purchaser to use the infringing content, modify the Goods so as not to infringe or refund a pro rata portion of the purchase price for such Goods.

LIABILITY

10.1    Seller’s total liability for any and all claims, damages, losses and injuries arising out of or relating to Seller’s performance or breach of any term herein shall not exceed the price of the Goods provided hereunder. IN NO EVENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL SELLER BE LIABLE FOR LIQUIDATED, INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, EXPENSES OR COSTS, INCLUDING BUT NOT LIMITED TO: (1) LOSS OF PROFITS, BUSINESS OR GOODWILL; (2) LOSS OF USE OF EQUIPMENT OR FACILITIES; OR (3) LOSS RESULTING FROM UNUSABLE MACHINERY OR FACILITY DOWNTIME, HOWSOEVER CAUSED AND EVEN IF THE POTENTIAL FOR SUCH DAMAGES WAS DISCLOSED AND/OR KNOWN.

CONFLICTING LAW

11.1 Some jurisdictions provide rights in addition to those listed above, or do not allow the exclusion or limitation of implied warranties, or liability for incidental or consequential damages. If any provision or part of a provision  of these terms is found to be illegal, invalid or unenforceable under any applicable law, such provision or part of a provision shall, insofar as it is severable from the remaining terms, be deemed omitted from these terms and shall in no way affect the legality, validity or enforceability of the remaining terms.

TRADE COMPLIANCE

12.1 You hereby acknowledge that the goods purchased from Stenograph LLC are subject to U.S. export control laws and regulations under various U.S. government agencies, including but not limited to, Export Administration Regulations (EAR), US Export Administration Act, Arms Export Control Act, International Traffic in Arms Regulations (ITAR) and the Office of Foreign Asset Control (OFAC). Accordingly, you certify and warrant that you will not use, transfer, export, re-export, resell or otherwise dispose of any such goods to any destination, end-user or for any end-use except in compliance with applicable U.S. export control laws and regulations. You confirm and warrant that you will not use the goods in relation to any military application including but not limited to nuclear, biological or chemical weapons, or missiles or equipment capable of delivering such weapons, nor will you transfer the goods to others if you know or suspect that they are intended or likely to be used in such a manner, to the extent prohibited by law. You acknowledge that it is your obligation to comply with any United States export or re-export restrictions, sanctions and/or prohibitions that apply to any goods purchased from Stenograph LLC and/or its subsidiaries.  You shall indemnify and hold Stenograph LLC harmless for any penalties, obligations, fines, liabilities or other similar losses (collectively, “Losses”) incurred by Stenograph LLC stemming from violations, charges, investigations or enforcement actions concerning US export control laws and regulations, to the extent such Losses resulted from actions by you.