1. Offer and Acceptance

VOICEPIVOT offers to sell and deliver products and services (collectively, the “Products”) in accordance with the terms and conditions set forth herein. Acceptance of this offer is expressly limited to these terms.

VOICEPIVOT objects to and rejects any additional or different terms proposed by Buyer, including those contained in Buyer’s purchase order, unless VOICEPIVOT expressly agrees to such terms in writing.

2. Prices and Releases

VOICEPIVOT’s pricing in effect on the actual ship date for the quantity actually shipped shall apply.

3. Title and Delivery

For shipments originating from VOICEPIVOT facilities within the United States, delivery shall be F.O.B. VOICEPIVOT’s offices in Houston, Texas. Shipments outside the United States shall be delivered FCA (Incoterms 2000) to Buyer’s designated carrier.

Title to and risk of loss or damage shall pass to Buyer upon delivery to Buyer’s designated carrier. Any subsequent loss or damage shall not relieve Buyer of its obligations. Buyer shall reimburse VOICEPIVOT for insurance and transportation costs for international shipments and shall be responsible for all import duties, taxes, licenses, clearances, and related expenses.

VOICEPIVOT may deliver Products in installments. Delivery dates are estimates only, and VOICEPIVOT shall not be liable for damages or losses caused by failure to meet estimated delivery dates. If Products ship directly from a distributor or manufacturer, that entity’s shipping terms shall apply.

4. Payment Terms

If VOICEPIVOT extends credit, payment terms are net thirty (30) days from invoice date. VOICEPIVOT may change or withdraw credit terms at any time.

Installment deliveries shall be paid per invoice. Products requiring annual, in-advance payment must be paid upon invoice receipt.

If Buyer fails to make timely payment, VOICEPIVOT may suspend or cancel performance. If Buyer’s financial condition becomes unsatisfactory, VOICEPIVOT may require immediate payment for delivered Products and advance payment for future deliveries. Termination under this provision does not limit other available remedies.

5. Taxes

Prices exclude all applicable taxes and duties. Buyer is solely responsible for such taxes unless a valid exemption certificate is provided. If withholding is required by law, Buyer shall remit the withheld amount to the appropriate authority.

6. Contingencies

VOICEPIVOT shall not be liable for non-performance or delay due to circumstances beyond its reasonable control, including labor shortages, material shortages, government actions, technical failures, natural disasters, war, terrorism, or Acts of God.

7. Warranties and Related Remedies

Products not manufactured by VOICEPIVOT carry only the manufacturer’s warranties. Services shall be performed in a good and workmanlike manner.

Warranty coverage does not apply to products that are improperly installed, misused, modified, damaged, or improperly maintained. All labor and transportation costs are the responsibility of Buyer unless stated otherwise.

EXCEPT AS EXPRESSLY SET FORTH HEREIN, ALL PRODUCTS AND SERVICES ARE PROVIDED “AS IS” AND “WITH ALL FAULTS.” VOICEPIVOT DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Buyer is responsible for testing all systems incorporating VOICEPIVOT products before use or distribution. Technical or design assistance does not extend or modify warranties.

Products are not authorized for FDA Class III or life-critical medical use without written authorization. Only components expressly designated as military-grade are approved for military or aerospace use. All other such use is at Buyer’s sole risk.

Software products and experimental or development products are provided strictly “AS IS” with no warranties.

8. Intellectual Property Indemnification

VOICEPIVOT does not indemnify or defend Buyer against claims of patent, copyright, or trade secret infringement. This limitation is a material term of this agreement and replaces all other warranties related to intellectual property.

9. End User Agreement

Software and SaaS products are governed by the applicable End User SaaS Agreement between Buyer and the SaaS provider, which is binding upon Buyer.

10. Audits

Software or SaaS providers may audit Buyer’s compliance upon at least ten (10) business days’ written notice, no more than once per twelve-month period. Audits shall occur during normal business hours and all records shall remain confidential.

Any payment deficiencies identified must be promptly remitted. If underpayment exceeds five percent (5%), Buyer shall reimburse audit costs.

11. Limitations and Damages Disclaimer

VOICEPIVOT SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR SPECIAL DAMAGES, INCLUDING LOST PROFITS, DATA LOSS, BUSINESS INTERRUPTION, OR REINSTALLATION COSTS.

No claim may be brought more than one (1) year after the cause of action arises.

VOICEPIVOT’s total liability shall not exceed the amount paid to VOICEPIVOT for the applicable Products or Services during the six (6) months preceding the claim. These limitations are essential elements of this agreement.

Each party bears its own attorneys’ fees and costs in any dispute.

12. Cancellations and Rescheduling

Buyer may not cancel or reschedule orders within fifteen (15) days of the estimated ship date.

13. Non-Waiver of Default

VOICEPIVOT’s continued performance does not waive any Buyer default or limit VOICEPIVOT’s remedies.

14. Governing Law

This agreement is governed by the laws of the State of Texas. Venue and exclusive jurisdiction lie in Harris County, Texas. The CISG and UCITA do not apply.

15. Export Control

Buyer agrees to comply with all U.S. export laws and regulations, including the Export Administration Regulations (EAR). Buyer is responsible for obtaining all required export licenses and authorizations. This obligation survives termination.

16. Assignment

Buyer may not assign this agreement without VOICEPIVOT’s prior written consent. Unauthorized assignments are void.

17. Entire Agreement

This agreement constitutes the entire understanding between the parties and supersedes all prior communications. Modifications must be in writing and signed by an authorized VOICEPIVOT representative. Distributor and manufacturer terms are incorporated as Exhibit A.

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