TERMS AND CONDITIONS
1. ACCEPTANCE AND ENTIRE AGREEMENT This quotation constitutes an offer by NODIVEC LLC. Acceptance of this quotation, whether by issuance of a Purchase Order, payment of an invoice, or access and use of the Rheona™ software, constitutes absolute acceptance of these Terms and Conditions. These terms supersede any prior agreements or conflicting terms proposed by the Customer.
2. LICENSE GRANT & INTELLECTUAL PROPERTY Upon receipt of full payment, NODIVEC LLC grants the Customer a non-exclusive, non-transferable, limited license to use the Rheona™ software for the designated term and user count specified in this quotation. NODIVEC LLC retains all rights, title, and interest, including all intellectual property rights, in and to the software, its underlying algorithms, and any subsequent updates.
3. ABSOLUTE DISCLAIMER OF WARRANTIES (AS IS) THE RHEONA™ SOFTWARE, EXPERT SERVICES, AND ALL ACCOMPANYING DOCUMENTATION ARE PROVIDED STRICTLY "AS IS" AND "WITH ALL FAULTS." NODIVEC LLC MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NODIVEC LLC EXPLICITLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON-INFRINGEMENT, OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE.
4. LIMITATION OF LIABILITY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL NODIVEC LLC, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AFFILIATES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. THIS INCLUDES, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, MANUFACTURE OF DEFECTIVE PARTS, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES ARISING OUT OF OR RELATED TO THE USE OR INABILITY TO USE THE SOFTWARE OR SERVICES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE), EVEN IF NODIVEC LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN JURISDICTIONS THAT DO NOT ALLOW THE COMPLETE EXCLUSION OF LIABILITY, NODIVEC LLC’S TOTAL CUMULATIVE LIABILITY FOR ANY AND ALL CLAIMS SHALL BE STRICTLY LIMITED TO THE AMOUNT ACTUALLY PAID BY THE CUSTOMER TO NODIVEC LLC UNDER THIS SPECIFIC QUOTATION IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
5. EXPERT SERVICES Any expert services or consulting hours provided by NODIVEC LLC are advisory only. The Customer remains solely responsible for the design, manufacturing, validation, and safety of their own physical products and processes.
6. GOVERNING LAW AND JURISDICTION This agreement shall be governed by and construed in accordance with the laws of the State of South Carolina, without regard to its conflict of law principles. Any legal action or proceeding arising under this agreement shall be brought exclusively in the state or federal courts located in South Carolina, and the parties hereby consent to the exclusive jurisdiction and venue of such courts.