Software

1. WARRANTY

1.1 Coverage. Strato Automation Inc. (the “Manufacturer”) warrants that each product (the “Products”) will be free from defects for a period of 24 months following its delivery (the “Warranty Period”).

1.2 Exceptions. This warranty does not apply to any Product that: (i) has been used in a manner not in compliance with Manufacturer’s documentation and instructions, (ii) has had changes, alterations or repairs made by a person other than a person authorized by Manufacturer, (iii) has been improperly installed or used in a manner not in compliance with Manufacturer’s documentation and instructions, (iv) has been subjected to improper storage, accident, neglect, misuse or abuse, (v) has been damaged during shipping, or (vi) has been subject to normal wear and tear.

1.3 Claims. To benefit from this warranty, customer must provide notice of the defect in writing to the person having sold the Product (i.e. an authorized reseller of Manufacturer), which notice shall include a reasonable description of the defect, within thirty (30) days from the date such defect is discovered or ought to have been discovered.

1.4 Product Return. Manufacturer reserves the right to request the return of defective Products to Manufacturer. Any defective Product return must be made in accordance with Manufacturer’s instructions, no later than 30 days following a request to this effect from Manufacturer. Transportation and handling costs for returning the defective Products are not covered by the warranty. Products returned to Manufacturer in breach of this section (e.g. without following Manufacturer’s return procedures) shall be discarded by Manufacturer without liability toward customer.

1.5 Remedy. During the Warranty Period and subject to the terms herein, Manufacturer will: (i) repair or replace the Product or any defective parts or components with Product, parts or components free from defect or, if (i) is not possible, (ii) credit or refund the purchase price of the Product. THE FOREGOING SHALL BE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR ANY DEFECT IN THE PRODUCT, ITS PARTS AND COMPONENTS AND FOR ANY BREACH OF THE WARRANTY HEREIN.

1.6 Disclaimer. EXCEPT AS SET FORTH IN THIS WARRANTY, MANUFACTURER, ITS AFFILIATES AND THEIR DIRECTORS, OFFICERS, SUBCONTRACTORS AND REPRESENTATIVES (THE “MANUFACTURER PARTIES”) DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE AND CUSTOMER HEREBY EXPRESSLY WAIVES ANY RIGHT RELATED THERETO.

2. LIMITATION OF LIABILITY

2.1 Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY, IN NO EVENT WILL THE MANUFACTURER PARTIES’ LIABILITY ARISING OUT OF, OR RELATED TO, THE PRODUCT OR ITS PARTS AND COMPONENTS, WHETHER PURSUANT TO CONTRACTUAL OR EXTRACONTRACTUAL LIABILITY, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE PRICE PAID TO MANUFACTURER FOR THE PRODUCT GIVING RISE TO SUCH LIABILITY.

2.2 Exclusion of Consequential and Similar Damages. NOTWITHSTANDING ANYTHING TO THE CONTRARY, IN NO EVENT WILL THE MANUFACTURER PARTIES BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER SIMILAR DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE, DAMAGES DUE TO PRODUCT FAILURE, WORK STOPPAGE OR DELAYS IN DELIVERY) ARISING OUT OF, OR IN ANY WAY CONNECTED TO, THE PRODUCT OR ITS USE, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, PRODUCT LIABILITY, OR OTHERWISE, REGARDLESS OF CAUSE, EVEN IF THE MANUFACTURER PARTIES HAD PREVIOUSLY BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR COULD HAVE REASONABLY FORESEEN THEM.

3. APPLICABILITY

The terms herein constitute the only warranty given by Manufacturer with respect to the Products. No other terms and conditions, whether included on a purchase order or in any other document, shall apply or bind the Manufacturer with respect to the Products warranty and all such terms and conditions and documents are expressly disclaimed.

4. GOVERNING LAW

If Manufacturer’s customer is located in the USA, these warranty terms will be governed by and construed under the laws in force in the State of New York, USA, excluding its conflict of law rules. If Manufacturer’s customer is located in any jurisdiction outside of the USA, these warranty terms will be governed by and construed under the laws in force in the Province of Québec, Canada, excluding its conflict of law rules.