1.    Scope. The following Terms and Conditions will apply exclusively to the current and future business relationships between Agodx (collectively with its subsidiaries and affiliated companies, “ Agodx”) and you (“you” or the “customer”). Any additional or inconsistent terms issued by you, including any such terms and conditions set forth on a purchase order provided by you shall not be binding upon Agodx , unless Agodx gives its express agreement in writing.

2.    Entire Agreement. Any quotation or price information made available by Agodx is without obligation and subject to change without notice unless an offer has been designated as binding. Oral understandings between you and Agodx will require written confirmation by Agodx and a contract between you and Agodx will only become valid when it has been accepted in writing by Agodx (e.g., confirmation of order, which will be final) or when the order is performed (e.g., delivery, download or connection by you of or to the software). As permitted by law, Agodx reserves the right to correct errors in its offers, invoices and communications such as spelling or arithmetical errors. You and Agodx each owe a duty to each other co-operate in order to give full effect to your agreement.

3.    Assignment. Unless specifically set forth in a written agreement between you and Agodx, your obligations to Agodx may not be sublicensed or assigned to any third party (with a change in control of you constituting an assignment). These Terms and Conditions shall be binding on each party’s successors and assigns.

4.    Delivery. As permitted by law, Agodx’s standard delivery terms are Air Express door to door origin.

5.    Prices. Unless otherwise indicated in writing by Agodx, all prices are quoted in US dollars and are exclusive of all taxes and duties imposed by any governmental authority and freight and shipping charges, all of which shall be paid by you.

6.    Payment. Unless specifically set forth in a written agreement between you and Agodx, payment for goods or services from Agodx is 0 day from the date of invoice.

7.    Warranty. Unless specifically set forth in a written agreement between you and Agodx or as required by law, the goods and services purchased by you are provided as described.

8.    Partial Nullity. In the event that any provision of these Terms and Conditions is unenforceable or invalid, such unenforceability or invalidity shall not render these Terms and Conditions unenforceable or invalid as a whole, and, in such event, such provision shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or court decisions.

9.    Export. You agree that the software licensed to you by Agodx will not be shipped, transferred or exported into any country or used in any manner prohibited by any applicable export laws, restrictions or regulations.

10.  Terminated or Expired Contracts. If an existing license agreement between you and Agodx expires at the conclusion of its then-current term without being renewed by either party or is terminated by either party for any reason, and you request to reinstate such agreement, Agodx may, in its sole discretion, agree to allow such reinstatement. In case of a reinstatement, Agodx reserves the right to charge you a one-time additional fee of fifty percent (50%) of the last annual term fee due under the agreement, which shall be due upon execution of such reinstatement.