ASTi Standard Terms and Conditions

These terms and conditions govern the sale, licensing, and delivery of products and services by Advanced Simulation Technology inc. (ASTi) to its customers. By placing an order, accepting delivery, or using ASTi products, customers accept these terms. This document establishes the rights and responsibilities of both parties, including delivery requirements, payment obligations, warranty provisions, and legal compliance standards. These terms apply to all ASTi products and services unless authorized representatives of both parties sign a separate written agreement that expressly modifies them.

Definitions

The following terms shall have the meanings set forth below:

Agreement means these terms and conditions together with any Order Documentation, quotations, and purchase orders that ASTi accepts.
ASTi means Advanced Simulation Technology inc., the seller of Products under this Agreement.
Customer means the purchaser or licensee identified in the Order Documentation.
Documentation means all user manuals, technical specifications, installation guides, operating instructions, and other written materials that ASTi provides relating to the Products.
Order Documentation means purchase orders, quotations, order confirmations, statements of work, and any other documents that specify the Products ordered, quantities, pricing, and delivery terms.
Products means the hardware, equipment, software, and goods that ASTi manufactured, sold, or licensed, as the Order Documentation describes.
Controlled Items means Products, Documentation, technical data, technology, and any related materials or services in this Agreement that are subject to export control laws and regulations.
Claim means any third-party claim, demand, lawsuit, or legal proceeding.
Force Majeure Event means any cause beyond a party's reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, epidemics, pandemics, government actions or sanctions, changes in tariffs or trade restrictions, import/export restrictions, or material shortages.
Confidential Information means any nonpublic information disclosed by one party to the other party, whether orally, in writing, or in any other form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.
Dispute means any dispute, claim, or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof.

Delivery

This section establishes the timelines, procedures, and responsibilities for delivering ASTi Products to Customers. It defines standard delivery schedules for different Product types, allocates risk of loss during shipment, establishes Customer inspection requirements, and outlines the terms governing shipping arrangements and acceptance of delivered goods.

Delivery Timelines

Delivery timelines are as follows unless the proposal otherwise specifies:

Standard equipment: delivery within 90 days after receipt of order
Custom equipment: delivery within up to 120 days after receipt of order
Custom software: delivery within up to 120 days following the mutually agreed data freeze date

Any delivery dates specified in the proposal shall supersede the timelines stated above. Delivery timelines are subject to extension due to a Force Majeure Event, as Force Majeure Events sets forth.

Title and Risk of Loss

Title to and risk of loss or damage to the Products shall pass to the Customer upon delivery to the carrier at ASTi's facility, Freight on Board (FOB) origin. The Customer shall bear all risk of loss or damage to Products during shipment and shall be responsible for filing any claims with the carrier for loss or damage occurring during transit. The Customer shall be responsible for all shipping, freight, handling, and insurance costs unless otherwise specified in the Order Documentation.

Inspection and Acceptance

The Customer shall inspect all Products within 10 business days of receipt (the Inspection Period). The Customer must provide ASTi with written notice of any nonconformity, defect, or damage within the Inspection Period, including photographic evidence where applicable. Failure to provide timely written notice shall constitute final acceptance of the Products, and the Customer waives any claims for nonconformity or defects that were or should have been apparent upon reasonable inspection. Acceptance does not waive rights under Warranty for latent defects that are not discoverable upon reasonable inspection.

Shipping and Delivery Terms

Unless the Order Documentation specifies otherwise, the following terms apply:

All shipments are FOB origin (i.e., ASTi's facility).
ASTi shall select the carrier and shipping method in its reasonable discretion.
Delivery dates are estimates only and are not guaranteed.
ASTi shall not be liable for any delays in delivery caused by carriers or Force Majeure Event.
Both parties permit partial shipments unless they otherwise agree in writing.
Each shipment is a separate transaction, and the Customer's acceptance or payment for any shipment shall not constitute acceptance of any other shipment.

Force Majeure Events

Neither party shall be liable for any failure or delay in performance under this Agreement due to Force Majeure Event, including but not limited to acts of God, fire, flood, earthquake, natural disasters, war, terrorism, civil unrest, labor disputes, epidemics, pandemics, government actions or sanctions, changes in tariffs or trade restrictions, import/export restrictions, material shortages, or any other circumstances beyond the reasonable control of the affected party.

In the event of a Force Majeure Event, the affected party shall take the following actions:

Promptly notify the other party in writing of the nature and expected duration of the delay,
Use commercially reasonable efforts to mitigate the effects and resume performance, and
Be entitled to an extension of time for performance equal to the period of the delay.

If the Force Majeure Event continues for more than 90 days, either party may terminate the affected order(s) upon written notice without liability, except for payment obligations for goods or services delivered prior to termination.

If a Force Majeure Event directly results in a documented increase in the cost of contracted goods/services exceeding five percent of the original contract price for such items, the affected party may request an equitable price adjustment by providing written notice within 30 days of the event's impact.

Product Limitations and Intended Use

ASTi communications Products are designed and manufactured to commercial-grade standards for use in standard operational environments. These Products are not ruggedized, hardened, or certified for use in mission-critical, safety-critical, or life-safety applications where any interruption, degradation, or failure of communications could result in the following:

Death, personal injury, or physical harm to any person,
Damage to property or the environment,
Failure of critical infrastructure or operations, or
Any other catastrophic consequence.

The Customer assumes all responsibility for determining the Product's suitability for the Customer's intended use and for implementing appropriate redundancy, backup systems, and safety protocols as necessary.

Product Evolution and Hardware Substitutions

ASTi operates as both a value-added reseller of commercial off-the-shelf (COTS) components and a software development and systems integration company. ASTi leverages COTS equipment to deliver reliable, high-quality hardware solutions at competitive prices while maintaining the flexibility necessary to adapt to evolving technologies and market conditions.

Technology Changes and Component Substitution

The Customer acknowledges and agrees to the following:

COTS components and technologies are subject to continuous evolution, obsolescence, and availability changes beyond ASTi's control.
ASTi reserves the right to substitute components, parts, or assemblies with functionally equivalent or superior alternatives without prior notice, including but not limited to server configurations, peripheral assemblies, switches, microphones, and other hardware components.
Component substitutions shall meet or exceed the specifications and performance characteristics of the original components that the Order Documentation specifies.
ASTi is not obligated to maintain long-term availability of specific component models, brands, or configurations.
Hardware changes may be necessary to ensure continued compatibility with ASTi's software and to maintain Product functionality and supportability.
ASTi shall not be held liable, accountable, or responsible for any costs, expenses, damages, interruptions, or delays that the Customer incurs in connection with such technology changes and component substitutions.

Software Compatibility Priority

ASTi prioritizes ensuring its software continues to operate successfully across hardware platform changes. While ASTi makes commercially reasonable efforts to support long-term programs and their associated hardware configurations, the Customer acknowledges the following:

Software compatibility and functionality take precedence over specific hardware component preservation.
Hardware updates or substitutions may be required to maintain software performance, security, and support.
Continuation of support for legacy hardware configurations is at ASTi's sole discretion and may be subject to additional fees or limitations.
ASTi may discontinue support for specific hardware configurations that are no longer commercially viable or technically supportable.

Long-Term Program Support

For long-term programs requiring extended hardware consistency, the following terms apply:

ASTi will make commercially reasonable efforts to provide advance notice of planned hardware changes that may impact the Customer's programs.
Extended support for specific hardware configurations may be available through separate support agreements at additional cost.
The Customer acknowledges that technology obsolescence may ultimately require hardware upgrades or migrations regardless of program duration.

Performance Equivalency Standard

Any substituted components or hardware shall do the following:

Maintain compatibility with ASTi software and Documentation;
Provide substantially equivalent or superior performance characteristics;
Comply with all applicable safety, regulatory, and quality standards; and
Be commercially available and supportable at the time of substitution.

Warranty

This section establishes the timelines, procedures, and responsibilities for delivering ASTi products to Customers. It defines standard delivery schedules for different product types, allocates risk of loss during shipment, establishes Customer inspection requirements, and outlines the terms governing shipping arrangements and acceptance of delivered goods.

Limited Warranty Period

ASTi warrants to the original purchaser that all hardware products delivered shall be free from defects in materials and workmanship for a period of 24 months from the delivery date. The Software License Agreement for ASTi Systems documents any and all software warranties.

Exclusive Remedy

ASTi's sole obligation and the Customer's exclusive remedy under this limited warranty shall be, at ASTi's sole discretion, to repair or replace the defective Product or to refund the purchase price paid for such Product.

Warranty Exclusions

This warranty shall not apply to defects or failures resulting from the following:

Misuse, abuse, or negligence;
Unauthorized modifications or alterations;
Improper installation or integration;
Failure to follow ASTi's Documentation, specifications, or operating instructions;
Normal wear and tear;
Acts of God, accident, or causes external to the Product; or
A Force Majeure Event.

Warranty Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN THIS WARRANTY SECTION, ASTI MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. ALL SUCH WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

Third-Party Product Warranties

For third-party products incorporated into or supplied with ASTi Products, ASTi shall pass through the warranty terms of the applicable Original Equipment Manufacturer (OEM). ASTi makes no independent warranty regarding third-party products beyond those provided by the original manufacturer.

Liability Limitations

This section establishes limits on ASTi's financial responsibility for damages arising from this Agreement or the use of ASTi Products. It sets maximum liability caps, excludes certain types of damages, and identifies specific exceptions where these limitations do not apply, as breaches of confidentiality, export control violations, or ASTi's gross negligence.

Liability Cap

Subject to the exceptions below, ASTi's total aggregate liability arising out of or relating to this Agreement, the Products, or the Documentation—whether based on contract, tort, warranty, or any other legal theory—shall not exceed the greater of the following:

The total fees that the Customer paid for the specific Product at issue during the 12 months preceding the Claim; or
Fifty thousand US dollars (US $50,000.00). Multiple Claims arising from related facts shall be treated as a single Claim.

Exclusion of Consequential Damages

To the maximum extent permitted by law, ASTi shall not be liable for any indirect, incidental, consequential, special, or punitive damages, or for any loss of profits, revenue, data, business opportunities, or costs of substitute products or services, regardless of foreseeability or whether ASTi wasadvised of the possibility of such damages.

Limitation Exceptions

The foregoing limitations shall not apply to the following:

The Customer's breach of intellectual property or confidentiality provisions;
The Customer's violation of export control laws or provisions;
ASTi's gross negligence, willful misconduct, or fraud;
ASTi's indemnification obligations under this Agreement;
Death or personal injury caused by ASTi's negligence, where prohibited by law;
The Customer's payment obligations as the Order Documentation specifies;
Any liability that cannot be limited under applicable law.

Third-Party and Modified Products

ASTi has no liability for Claims arising from the following:

Third-party products or services,
Customer-supplied materials or specifications,
Modifications that ASTi did not make,
Use of the Products contrary to the Documentation,
The Customer's failure to implement ASTi-provided updates or corrections,
Acts or omissions of the Customer's personnel, or
Delays or failures caused by a Force Majeure Event.

Basis of Bargain

ASTi has no liability for Claims arising from the following:

Third-party products or services,
Customer-supplied materials or specifications,
Modifications that ASTi did not make,
Use of the Products contrary to the Documentation,
The Customer's failure to implement ASTi-provided updates or corrections,
Acts or omissions of the Customer's personnel, or
Delays or failures caused by a Force Majeure Event.

Time Limitation

The Customer may not bring any action arising from this Agreement more than two years after the cause of action accrues.

Jurisdictional Variations

Some jurisdictions do not permit limitations on implied warranties or exclusions of consequential damages. Where such limitations are prohibited, they shall not apply, but only to the minimum extent necessary to comply with applicable law. If any limitation is held unenforceable, the remaining limitations shall remain in effect.

Jurisdiction and Venue for Nonarbitrable Claims

For any Disputes that are not subject to arbitration under this Agreement, or for actions to enforce arbitration awards or obtain injunctive relief as provided above, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Fairfax County, Virginia. Each party waives any objection to jurisdiction or venue in such courts and waives any right to Claim that such courts are an inconvenient forum.

Application to ASTi Parties

These limitations apply to ASTi, its affiliates, suppliers, and their respective officers, directors, employees, and agents.

Standard Quotation Terms

This section establishes the terms and conditions that apply specifically to ASTi's price quotations and the resulting purchase orders. It defines pricing validity periods, tax responsibilities, purchase order acceptance procedures, and the treatment of conflicting terms in Customer documents. These provisions ensure clarity regarding quotation acceptance, part number requirements, and the commercial standards that govern ASTi's pricing and ordering processes.

Pricing and Tax

ASTi quotes all prices in US dollars and does not collect or remit sales tax. The Customer shall be solely responsible for determining and remitting all applicable taxes for nonexempt purchases.

Quote Validity

This quotation is contingent upon the Customer's acceptance of these terms and conditions and shall remain valid for 60 days from the date of issuance. Pricing may be subject to adjustment due to Force Majeure Events, including changes in tariffs, trade restrictions, or material costs.

Obligation Limitations

ASTi's obligations under any purchase order or contract resulting from this proposal shall be limited to the face monetary value of such order. The Customer's sole remedy for any claim of unsatisfactory performance shall be limited to the return of Products and refund of the purchase price paid.

Purchase Order Terms

Any conflicting, supplemental, or additional terms in the Customer's purchase order or other purchasing documents shall not bind ASTi. Any purchase order that the Customer issues in response to this quotation shall constitute acceptance of these terms and conditions in their entirety, without modification, addition, or deletion, unless an authorized ASTi representative expressly agrees to it. ASTi expressly rejects any attempt to impose additional contractual obligations through standard "boilerplate" language in the Customer's purchase order forms. The Customer shall not construe the seller's fulfillment of a purchase order, or any other act of performance, as acceptance of any additional or different terms and conditions.

Part Number Requirements

Purchase orders must reference ASTi part numbers exactly as specified in this quotation. ASTi will not process orders that fail to include accurate part numbers.

Acceptance and Right to Refuse

Acceptance of this quotation constitutes acceptance of all terms and conditions contained herein. ASTi reserves the right to decline orders from any customer who has previously violated these terms and conditions.

Competitive Procurement

In the absence of a formal teaming agreement or written notification to the contrary, the Customer shall treat this firm fixed-price proposal as submitted under competitive procurement conditions. Accordingly, ASTi will not provide price analysis or cost breakdown information beyond catalog pricing references.

Third-Party Integration

ASTi strongly discourages the Customer from integrating or installing third-party products. ASTi makes no representations or warranties regarding the compatibility, performance, or operational impact of any third-party products that the Customer installs or integrates with ASTi Products.

Commercial Standards

ASTi operates as a small business commercial enterprise adhering to commercial industry standards and practices. All Products offered herein are COTS catalog items accompanied by commercial-grade Documentation.

Intellectual Property Rights

ASTi retains full and exclusive ownership of all intellectual property rights, including but not limited to patents, copyrights, trade secrets, and proprietary information, in all Products and technical data provided under this proposal. No license or rights are granted except as expressly set forth in a separate written agreement.

Development Ownership

All intellectual property rights in any modifications, enhancements, derivative works, or improvements to the Products that ASTi developed (whether or not ASTi developed them in connection with the Customer's order) shall be ASTi's sole and exclusive property. The Customer hereby assigns to ASTi all right, title, and interest in any such developments.

Feedback and Suggestions

The Customer may from time to time provide suggestions, comments, or other feedback to ASTi regarding the Products (Feedback). The Customer grants ASTi a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, transferable, sublicensable license to use, reproduce, modify, create derivative works from, distribute, and otherwise exploit such Feedback for any purpose without any obligation or compensation to the Customer.

Trademark Use

The Customer shall not use ASTi's name, trademarks, service marks, logos, or other proprietary designations without ASTi's prior written consent. If consent is granted, the Customer shall comply with ASTi's trademark usage guidelines as provided.

Restricted Actions

The Customer shall not, and shall not permit any third party to, do the following:

Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying ideas or algorithms of any Products (except to the extent that applicable law prohibits such restriction);
Remove, alter, or obscure any proprietary notices (including copyright and trademark notices) on or in the Products or Documentation;
Use the Products to develop competing products or services;
Rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Products or Documentation to any third party, except as expressly permitted in this Agreement; or
Use the Products in any manner that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any third party.

Red Hat License Provision

When the Customer purchases Products that include software components requiring Red Hat Enterprise Linux or related Red Hat software (collectively, Red Hat Software), ASTi's provision of Red Hat licenses depends upon the Customer's purchase of ASTi's Software and Information Assurance (IA) Maintenance services.

Software and IA Maintenance Included Licenses

If the Customer purchases Software and IA Maintenance from ASTi, the following terms apply:

ASTi shall provide the Customer with the necessary Red Hat licenses for the Products.
Red Hat licenses shall be provided in accordance with Red Hat's standard licensing terms and conditions.
The cost of Red Hat licenses is included in the Software and IA Maintenance fees.
ASTi shall manage the procurement and provisioning of Red Hat licenses on the Customer's behalf.

Customer responsibility without Software and IA Maintenance

If the Customer does not purchase or terminates Software and IA Maintenance, the following terms apply:

The Customer shall be solely responsible for procuring all necessary Red Hat licenses directly from Red Hat or an authorized Red Hat distributor;
The Customer shall bear all costs associated with Red Hat license procurement and maintenance;
The Customer shall ensure compliance with all Red Hat licensing terms and conditions;
ASTi shall have no obligation to provide, support, or facilitate Red Hat licensing; and
The Customer acknowledges that failure to maintain valid Red Hat licenses may impact Product functionality and support availability.

Red Hat License Compliance

The Customer acknowledges and agrees that the following terms apply:

All use of Red Hat Software must comply with Red Hat's licensing terms and conditions.
Red Hat licenses are subject to Red Hat's policies and may require separate agreements directly with Red Hat.
ASTi makes no warranties or representations regarding Red Hat Software beyond those that Red Hat provides.
The Customer is responsible for ensuring it has sufficient and appropriate Red Hat licenses for its use of the Products.
ASTi may verify the Customer's Red Hat license compliance as part of audit rights under this Agreement.

Transition of Red Hat License Responsibility

If the Customer transitions from ASTi-provided Red Hat licenses to self-procurement, the followingterms apply:

The Customer shall be responsible for any service interruptions resulting from lack of valid Red Hat licenses.
ASTi's support obligations may be limited if the Customer does not maintain valid Red Hat licenses.

Red Hat Support and Updates

Red Hat Software support, updates, patches, and security fixes are subject to valid Red Hat licensing:

If ASTi provides Red Hat licenses through Software and IA Maintenance, Red Hat support shall be included as part of ASTi's maintenance services.
If the Customer self-procures Red Hat licenses, the Customer must obtain Red Hat support directly from Red Hat or an authorized provider.
ASTi is not responsible for Red Hat support services unless the Software and IA Maintenance that the Customer purchased from ASTi expressly includes them.
Lack of Red Hat support may impact ASTi's ability to provide full Product support and maintenance.

Payment Terms

This section establishes ASTi's credit policies and payment requirements for Customer orders. It defines progressive credit terms based on payment history, starting with cash-before-shipment (CBS) for new Customers and advancing to Net 30 terms for established accounts. The section also addresses late payment penalties, international Customer responsibilities, tax obligations, and ASTi's rights to modify credit status based on Customer payment performance.

Establishing Credit Terms

ASTi extends credit privileges progressively based on payment history as follows:

First order: the Customer shall remit 100 percent of the total purchase order value via cash-before-shipment (CBS) or by Visa/Mastercard, subject to an applicable surcharge.
Second order: the Customer shall remit 50 percent of the total purchase order value via CBS, with the balance due upon terms specified in the invoice.
Third order and subsequent orders: Net 30 payment terms shall apply, with payment due 30 days from the invoice date, provided the Customer's account remains in good standing.

Standard Invoice Conditions

Customers with established credit shall maintain Net 30 privileges contingent upon maintaining accounts in good standing. Any late payment shall result in immediate reversion to first order payment conditions (100 percent CBS) for all subsequent orders until ASTi reinstates credit privileges at its sole discretion.

Late Payment and Finance Charges

Overdue accounts shall be assessed finance and administrative fees at the rate of 1.5 percent per month or the maximum rate that applicable law permits, whichever is less.

Payment Delinquency Consequences

Any payment delinquency shall result in immediate cancellation of all Original Equipment Manufacturer (OEM) discounts and preferential pricing. Customers with repeated late payments or chronically overdue accounts shall be subject to price increases on future proposals at ASTi's sole discretion.

Force Majeure Events and Payment Obligations

Force Majeure Events shall not excuse the Customer's payment obligations. However, delivery delays caused by Force Majeure Events shall extend corresponding payment due dates proportionally.

International Orders

International customers shall be solely responsible for all import duties, tariffs, customs fees, value-added taxes, and any other charges imposed by their respective jurisdictions.

Export Compliance

ASTi exports all commodities, technology, and software from the United States in strict accordance with the Export Administration Regulations (EAR) and International Traffic in Arms Regulations (ITAR). Any diversion contrary to United States export control laws is strictly prohibited.

Tax Obligations

For all nonexempt purchase orders, the Customer shall be solely responsible for determining applicability of and remitting all federal, state, and local taxes.

Credit Status Modifications

ASTi reserves the right to modify, suspend, or revoke the credit status of any Customer at any time, with or without cause, at its sole discretion.

Return Policy

This section outlines the procedures and requirements for returning ASTi products, including the authorization process, eligibility criteria, and associated fees. It establishes that returns require prior written authorization through ASTi's RMA system, are subject to a restocking fee, and must meet specific conditions regarding product condition and timing. The section also identifies nonreturnable items and reserves ASTi's right to approve or reject return requests at its discretion.

Return Authorization Process

To request authorization for product returns, the Customer must contact ASTi through one of the following methods:

Email: support@asti-usa.com
Phone: (703) 471-2104 (option 2 for technical support)

Return Eligibility

ASTi may accept returns for partial credit, subject to a 15 percent restocking fee, provided the Customer meets all of the following conditions:

The Products are not custom-manufactured, built to order, or specially configured items;
The Products are unused, undamaged, and remain in original, unopened packaging suitable for resale as new;
The Customer submits the return request within 30 days of receiving the Products; and
The Customer has obtained prior written authorization from ASTi in the form of a Return Merchandise Authorization (RMA) number.

Nonreturnable Items

ASTi designates certain Products as noncancelable and nonreturnable. The Customer may contact ASTi to request a current list of such items.

Third-Party Product Returns

Returns of non-ASTi original equipment manufacturer (OEM) products may be subject to additional terms, conditions, and restocking fees as the OEM's return policy determines.

Return Merchandise Authorization Required

All returns must be accompanied by a valid Return Merchandise Authorization (RMA) number from ASTi. ASTi will not accept any returned Products without a valid RMA number. ASTi will refuse and return unauthorized returns to the Customer at the Customer's expense.

RMA System Access

Customers may obtain an RMA number through ASTi's online RMA System. Complete RMA policies and procedures are available at ASTi RMA Policy.

Final Determination

ASTi reserves the right to accept or reject any return request at its sole discretion.

Confidentiality

This section defines the obligations and protections for confidential information that ASTi and Customers may exchange during their business relationship. It establishes what constitutes Confidential Information, requires both parties to maintain strict confidentiality and limit access to authorized personnel, and identifies specific exceptions where confidentiality obligations do not apply, such as publicly available information or independently developed materials.

Confidential Information Definition

Confidential Information means any nonpublic information disclosed by one party (Disclosing Party) to the other party (Receiving Party), whether orally, in writing, or in any other form that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, but is not limited to technical data, trade secrets, know-how, research, product plans, software, developments, inventions, processes, formulas, techniques, designs, drawings, engineering, financial information, procurement requirements, customer lists, business forecasts, sales and marketing plans, pricing information, and Order Documentation terms.

Obligations

The Receiving Party shall do the following:

Hold all Confidential Information in strict confidence;
Not disclose Confidential Information to any third party without the Disclosing Party's prior written consent;
Use Confidential Information only for purposes of performing its obligations or exercising its rights under this Agreement;
Protect Confidential Information using the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care;
Limit access to Confidential Information to employees, contractors, and agents who have a legitimate need to know and who have been informed of the confidential nature of such information;
Promptly notify the Disclosing Party upon discovery of any unauthorized use or disclosure of Confidential Information; and
Return or destroy all Confidential Information (and all copies thereof) upon termination of this Agreement or upon the Disclosing Party's written request.

Exceptions

Cofidential Information does not include the following:

Information that is or becomes publicly available through no breach of this Agreement by the Receiving Party,
Information that the Receiving Party rightfully possessed prior to disclosure by the Disclosing Party, as evidenced by written records,
Information that the Receiving Party rightfully received from a third party without breach of any confidentiality obligation,
Information that the Receiving Party independently developed without use of or reference to the Disclosing Party's Confidential Information, as evidenced by written records, or
Information that law, regulation, or court requires the Disclosing Party to disclose, provided that the Receiving Party gives prompt written notice to the Disclosing Party (to the extent legally permissible) and cooperates with any efforts to seek a protective order or other appropriate remedy.

Confidentiality Term

The obligations under this section shall continue for a period of five years from the date of disclosure of the Confidential Information, except for trade secrets, which shall remain confidential for so long as they qualify as trade secrets under applicable law.

Remedies

The parties acknowledge that monetary damages may not be a sufficient remedy for breach of this section and that the Disclosing Party shall be entitled to seek equitable relief, including injunction and specific performance, without the need to post bond and without first pursuing arbitration or proving actual damages.

Export Control and Trade Compliance

This section addresses compliance with US export control laws and international trade regulations that govern ASTi products and technical data. It establishes customer obligations to obtain required authorizations, comply with restricted party screenings, and avoid prohibited destinations or end uses, while defining ASTi's classification assistance and rights to modify or terminate access based on regulatory changes or compliance violations.

Export Control Applicability

The Customer acknowledges and agrees that the Controlled Items are subject to the export control laws and regulations of the United States and other applicable jurisdictions, including but not limited to the following:

The US Export Administration Regulations (EAR), 15 CFR Parts 730–774, administered by the US Department of Commerce, Bureau of Industry and Security (BIS);
The International Traffic in Arms Regulations (ITAR), 22 CFR Parts 120–130, administered by the US Department of State, Directorate of Defense Trade Controls (DDTC);
The Export Control Reform Act (ECRA);
Economic sanctions programs administered by the US Department of the Treasury, Office of Foreign Assets Control (OFAC); and
Any other applicable export control, sanctions, or trade laws and regulations of the United States or other relevant jurisdictions.

Customer Representations and Warranties

The Customer represents, warrants, and covenants the following:

The Customer understands and acknowledges that the Controlled Items may be subject to export controls and that unauthorized export, reexport, transfer, or use may result in severe civil and criminal penalties.
The Customer is not, and none of its officers, directors, employees, agents, or representatives with access to the Controlled Items fall into any of the following prohibited categories:
1. Located in, organized under the laws of, or ordinarily resident in any country, region, or territory subject to comprehensive US sanctions (currently including Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine);
2. Listed on, or owned or controlled by any person or entity listed on, any US government-restricted parties list, including the Treasury Department's Specially Designated Nationals (SDN) and Blocked Persons List, the Commerce Department's Denied Persons List, Entity List, or Unverified List, or the State Department's Debarred List; or
3. Subject to any US government denial, suspension, or revocation of export privileges.
The Customer will not use, export, reexport, transfer, or provide access to the Controlled Items, directly or indirectly, to any prohibited destination, person, entity, or end use without obtaining all required US government authorizations, licenses, or approvals;
The Customer will not use or permit the use of the Controlled Items in connection with any prohibited end use, including but not limited to the following:
1. Design, development, production, stockpiling, or use of nuclear, chemical, or biological weapons or missile technology,
2. Any military end use or military end user in certain countries, as applicable regulations specify; and
3. Any activity that would violate US export control laws or sanctions programs.
The Customer has implemented and will maintain an effective export compliance program adequate to ensure compliance with all applicable export control laws and regulations.
All information that the Customer provides to ASTi regarding its identity, location, intended use, end users, and destinations is complete, current, and accurate.

Customer Compliance Obligations

The Customer shall fulfill the following compliance obligations:

Obtain required authorizations: determine the export classification and licensing requirements for all Controlled Items, and obtain all necessary export licenses, approvals, or authorizations from the US government and any other applicable authorities prior to any export, reexport, transfer, or provision of access.
Conduct screening: screen all persons and entities to which the Customer exports, reexports, transfers, or provides access to Controlled Items against all applicable US government-restricted parties lists and maintain records of such screenings.
Implement controls: establish and maintain appropriate physical, technical, and administrative controls to prevent unauthorized access to or transfer of Controlled Items, access controls, security measures, and segregation procedures.
Maintain records: create and retain complete and accurate records of all exports, reexports, transfers, and access grants for Controlled Items for a minimum of five years from each transaction date, or such longer period as applicable law requires.
Provide required information: upon ASTi's request, provide ASTi with complete and accurate information regarding the Customer's intended use, end users, and destinations for the Controlled Items to enable ASTi to comply with its own export control obligations.
Include flow-down provisions: include appropriate export control provisions in any agreements with third parties that will receive access to or use of the Controlled Items, and ensure such third parties' compliance with applicable export control laws.
Monitor regulatory changes: monitor changes to export control laws and regulations and adjust its compliance practices accordingly.
Notify ASTi of changes: promptly notify ASTi in writing of any material changes to the Customer's export control status, including any addition to restricted parties lists, denial of export privileges, or investigation by any government authority.

ASTi Classification Assistance

Upon the Customer's written request, ASTi will use commercially reasonable efforts to provide available export classification information for the Products, including the following:

Export Control Classification Number (ECCN) or US Munitions List (USML) category, if applicable,
Technical data classification information, and
Other reasonably available information that may assist the Customer in determining its export licensing obligations.

The Customer acknowledges and agrees that the following apply:

Any classification information that ASTi provides is for informational purposes only and does not constitute legal advice;
Export classifications may change over time based on regulatory amendments, commodity jurisdiction determinations, or other factors;
The Customer remains solely responsible for independently determining the applicable export classification and licensing requirements for its specific use, transfer, or export scenario;
ASTi makes no representation or warranty regarding the accuracy or completeness of classification information provided; and
Provision of classification information does not relieve the Customer of any obligations under this Agreement or applicable law.

Restricted Destinations and End Uses

The Customer shall not and shall not permit any third party to export, reexport, transfer, or provide access to any Controlled Items:

To or in any country, region, or territory subject to comprehensive US economic sanctions or embargoes;
To any person or entity listed on any US government-restricted parties list;
To any person or entity that the Customer knows or has reason to know will utilize the Controlled Items in a prohibited end use, including activities related to weapons of mass destruction or their delivery systems;
To any military end user or for any military end use in countries subject to such restrictions under applicable export regulations; or
In violation of any applicable export control law, regulation, order, or license condition.

Third-Party Transfers and Resale

If the Customer transfers, resells, or otherwise provides access to any Controlled Items to any third party, the Customer shall do the following:

Ensure such third party complies with all applicable export control laws and all provisions of this section,
Obtain written certification from such third party regarding its export control compliance status and commitments,
Remain fully responsible and liable for such third party's compliance with export control laws and this Agreement, and
Include in any agreement with such third party provisions at least as restrictive as those contained in this section.

Deemed Exports

The Customer acknowledges that providing access to Controlled Items to foreign persons (persons who are not US citizens or lawful permanent residents) within the United States or any other country may constitute a "deemed export" or "deemed reexport" requiring authorization under applicable export regulations. The Customer shall obtain all necessary authorizations prior to providing such access.

Violations and Remedies

In the event of any violation or suspected violation of export control requirements, the following provisions shall apply:

Immediate notification: the Customer shall immediately notify ASTi in writing upon discovery of any actual or suspected violation of export control laws or this section, including a detailed description of the circumstances, parties involved, and corrective actions taken or planned;
Immediate termination: any violation of this section by the Customer shall constitute a material breach of this Agreement, entitling ASTi to immediately terminate this Agreement without notice or opportunity to cure, in addition to any other remedies available at law or in equity;
Voluntary disclosure cooperation: if the Customer determines that a voluntary disclosure to US government agencies is warranted, the Customer shall consult with ASTi prior to submission and shall cooperate with ASTi in preparing and submitting any such disclosure;
Indemnification: the Customer shall indemnify, defend, and hold harmless ASTi, its affiliates, and their respective officers, directors, employees, and agents from and against all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising from or relating to the Customer's violation of export control laws or this section; and
Injunctive relief: the Customer acknowledges that violation of export control laws or this section would cause irreparable harm to ASTi for which monetary damages would be inadequate, and ASTi shall be entitled to seek injunctive or other equitable relief without posting bond.

Export Control Status Changes

ASTi reserves the right to modify or terminate the Customer's access to or use of Controlled Items if the following occur:

A change in applicable export control laws or regulations prohibits or restricts ASTi's ability to provide Controlled Items to the Customer
The Customer or any of its affiliates, officers, directors, or employees with access to Controlled Items is added to any US government-restricted parties list
The Customer's country, region, or territory becomes subject to new or expanded US sanctions or export restrictions
ASTi receives information indicating that the Customer may be violating export control laws or this section
Any US government agency directs ASTi to cease providing Controlled Items to the Customer

In such event, ASTi shall provide the Customer with written notice, and the Customer shall immediately cease use of and return or destroy all Controlled Items as ASTi directs.

No Waiver of Rights

Nothing in this Agreement shall be construed as obligating ASTi to provide any Controlled Items to the Customer or to apply for or obtain any export license or authorization on the Customer's behalf. ASTi reserves the right to refuse to provide Controlled Items to any destination, person, entity, or end use at its sole discretion.

Indemnification

This section establishes the circumstances under which each party must defend and compensate the other against third-party legal Claims. It covers ASTi's obligation to defend Customers against intellectual property infringement allegations, the Customer's obligation to defend ASTi against claims arising from misuse or violations, and the procedures both parties must follow when managing these defense responsibilities. The section also defines limitations on indemnification obligations and establishes common procedures for handling all indemnification matters.

Indemnification by ASTi

Subject to the conditions and exclusions set forth below, ASTi agrees to defend and indemnify Customer against third-party intellectual property infringement claims arising from the Products and Documentation:

Defense and indemnification: ASTi shall defend, indemnify, and hold harmless the Customer and its affiliates, and their respective officers, directors, employees, and agents (collectively, Customer Indemnitees) from and against any and all Claims alleging that the Products or Documentation, when the Customer uses them in accordance with this Agreement, infringes or misappropriates any United States patent, copyright, trademark, or trade secret of a third party, and shall pay all damages, costs, and attorneys' fees finally awarded against the Customer Indemnitees by a court of competent jurisdiction or agreed to in a settlement that ASTi approves.
Indemnification conditions: ASTi's obligations under this subsection depend upon the Customer doing the following:

Providing ASTi with prompt written notice of any Claim (provided that failure to provide prompt notice shall not relieve ASTi of its obligations except to the extent ASTi is materially prejudiced by such delay);
Granting ASTi sole control over the defense and settlement of the Claim (provided that ASTi may not settle any Claim in a manner that admits fault on behalf of the Customer, imposes any obligation on the Customer, or adversely affects the Customer's rights without the Customer's prior written consent, which consent shall not be unreasonably withheld);
Providing reasonable cooperation and assistance in the defense of the Claim at ASTi's expense; and
Not making any admission of liability or entering into any settlement without ASTi's prior written consent.

Remedies: if the Products or Documentation becomes, or in ASTi's opinion is likely to become, the subject of an infringement claim, ASTi may, at its option and expense:

Procure for the Customer the right to continue using the Products or Documentation;
Replace or modify the Products or Documentation to make them noninfringing while providing substantially equivalent functionality; or
If neither of the foregoing options is commercially reasonable, terminate this Agreement and refund to the Customer a pro rata portion of the fees specified in the Order Documentation and paid for the infringing Products, based on a five-year straightline depreciation from the date of the Customer's initial payment.

Exclusions: ASTi shall have no obligation under this section with respect to any Claim arising from or relating to the following:

Modifications to the Products or Documentation that ASTi did not make;
Use of the Products or Documentation in combination with products, services, materials, or equipment that ASTi did not supply or approve in writing, where the alleged infringement would not have occurred but for such combination;
Use of other than the most current version or configuration of the Products that ASTi made available to the Customer, where ASTi has notified the Customer that use of the current version or configuration would have avoided the infringement;
The Customer's continued use of the allegedly infringing Products or Documentation after being notified to cease such use;
Use of the Products or Documentation in a manner not in accordance with this Agreement or the Documentation;
The Customer-supplied materials, specifications, or data;
Compliance with the Customer's designs, specifications, or instructions;
Any third-party components included in the Products to the extent the infringement arises from such components and not from ASTi's implementation or integration thereof; or
Products provided on a trial, evaluation, demonstration, or no-charge basis.

Sole remedy: THIS SECTION STATES CUSTOMER'S SOLE AND EXCLUSIVE REMEDY AND ASTI'S ENTIRE LIABILITY FOR ANY ACTUAL OR ALLEGED INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS BY THE PRODUCTS OR DOCUMENTATION.

Indemnification by the Customer

The Customer shall provide indemnification protection to ASTi under the following circumstances and conditions:

Defense and indemnification: the Customer shall defend, indemnify, and hold harmless ASTi and its affiliates, suppliers, and their respective officers, directors, employees, and agents (collectively, ASTi Indemnitees) from and against any and all Claims and shall pay all damages, costs, and attorneys' fees finally awarded against ASTi Indemnitees or agreed to in a settlement approved by the Customer, arising from or relating to the following:

The Customer's breach of this Agreement, including but not limited to breach of usage restrictions, confidentiality obligations, security requirements, or intellectual property provisions;
The Customer's violation of any applicable law, regulation, or third-party right, including export control laws, data privacy laws, or intellectual property rights;
Customer-supplied materials, specifications, data, or any content provided, uploaded, or transmitted by the Customer or its users;
Any modifications, alterations, or derivative works made to the Products by the Customer or on the Customer's behalf (except to the extent such modifications are jointly owned and the Claim relates to ASTi's portion of such modifications);
The Customer's use of the Products in combination with products, services, materials, or equipment that ASTi did not supply or approve;
The Customer's use of the Products in a manner not authorized by this Agreement or not in accordance with the Documentation;
Any representations, warranties, or commitments that the Customer made to third parties concerning the Products that are inconsistent with or exceed those provided in this Agreement;
Claims by the Customer's employees, contractors, agents, or end users arising from the Customer's provision of access to or use of the Products;
Injury to person or damage to tangible property caused by the Customer's negligence or willful misconduct in connection with the Products; or
Any claim that the Customer's use of the Products in accordance with the Customer's specifications, designs, or instructions infringes or misappropriates any third-party intellectual property right.

Conditions to indemnification: ASTi must fulfill the following conditions for the Customer's obligations under this subsection:

Providing the Customer with prompt written notice of any Claim (provided that failure to provide prompt notice shall not relieve the Customer of its obligations except to the extent the Customer is materially prejudiced by such delay);
Granting the Customer sole control over the defense and settlement of the Claim (provided that the Customer may not settle any Claim in a manner that admits fault on behalf of ASTi, imposes any obligation on ASTi, or adversely affects ASTi's rights without ASTi's prior written consent);
Providing reasonable cooperation and assistance in the defense of the Claim at the Customer's expense; and
Not making any admission of liability or entering into any settlement without the Customer's prior written consent.

Indemnification Procedures

The following procedures shall govern all indemnification obligations under this Agreement:

The indemnifying party shall have the right, but not the obligation, to assume the defense of any Claim using counsel of its own choosing.
The indemnified party may participate in the defense of any Claim at its own expense using counsel of its own choosing, and the indemnifying party shall reasonably cooperate with such participation.
Neither party shall settle any Claim in a manner that imposes liability on, requires payment by, admits fault of, or restricts the activities of the other party without such other party's prior written consent.
Each party shall provide the other with prompt notice of any Claim subject to indemnification and shall provide reasonable cooperation and assistance in the defense thereof.

Indemnification Limitations

Notwithstanding anything to the contrary in this section, the following terms apply:

Neither party shall be obligated to indemnify the other party to the extent any Claim arises from the indemnified party's gross negligence, willful misconduct, or fraud;
The total aggregate liability of either party under this indemnification section shall be subject to the liability limitations in Liability Limitations, except that such limitations shall not apply to Claims arising from the following:
1. Either party's breach of confidentiality obligations;
2. The Customer's violation of ASTi's intellectual property rights;
3. The Customer's violation of export control laws; or
4. Either party's gross negligence, willful misconduct, or fraud.

Compliance and Audit Rights

This section establishes the Customer's obligation to comply with all applicable laws when using ASTi Products and grants ASTi the right to verify such compliance through periodic audits. It defines the audit process, frequency limitations, and the remedies available when audits reveal noncompliance, including payment of additional fees and reimbursement of audit costs.

Compliance with Laws

The Customer shall comply with all applicable federal, state, local, and foreign laws, regulations, and ordinances in its use of the Products, including but not limited to export control laws, data privacy laws, anticorruption laws, and environmental regulations.

Audit Rights

ASTi shall have the right, upon 30 days' prior written notice and during the Customer's normal business hours, to audit the Customer's use of the Products to verify compliance with this Agreement. ASTi shall conduct such audits no more than once per calendar year unless a prior audit revealed noncompliance. The Customer shall provide reasonable cooperation and access to relevant records and systems. ASTi shall treat all information obtained during an audit as the Customer's Confidential Information.

Noncompliance Remedies

If an audit reveals that the Customer has exceeded the scope of use permitted under this Agreement or otherwise failed to comply with material terms:

The Customer shall immediately pay any additional fees owed based on actual usage;
The Customer shall reimburse ASTi's reasonable costs of conducting the audit;
The Customer shall promptly cure all noncompliance; and
Repeated or material noncompliance may result in termination of this Agreement.

Data Privacy

This section addresses the handling of personal data and privacy obligations when Customers provide personal information to ASTi in connection with this Agreement. It establishes consent and legal authority requirements, defines data controller and processor relationships, outlines security safeguards, and specifies data retention and deletion procedures upon Agreement termination.

Personal Data

If the Customer provides ASTi with any personal data or personally identifiable information in connection with this Agreement, the Customer represents and warrants that it has obtained all necessary consents and has the legal right to disclose such information to ASTi. The Customer shall comply with all applicable data protection and privacy laws, including the General Data Protection Regulation (GDPR) where applicable, the California Consumer Privacy Act (CCPA), and other applicable privacy regulations.

Data Processing

To the extent ASTi processes any personal data on the Customer's behalf, the Customer is the data controller, and ASTi is the data processor. ASTi shall process personal data only in accordance with the Customer's documented instructions and applicable law. A separate Data Processing Agreement may be required, depending on the nature of the Products and data involved.

Data Security

ASTi implements reasonable administrative, physical, and technical safeguards designed to protect Customer data. However, the Customer acknowledges that no security measures are perfect, and ASTi cannot guarantee the security of data transmitted over the Internet or stored electronically.

Data Retention and Deletion

Upon termination of this Agreement, ASTi shall at the Customer's election return or delete all Customer personal data in its possession, except as required to be retained by law or for legitimate business purposes (such as records retention requirements).

Termination

This section defines the circumstances under which either party may terminate this Agreement, the procedures for termination, and the obligations that take effect when the Agreement ends. It covers termination for material breach or insolvency, ASTi's right to terminate for convenience, and the immediate obligations upon termination. It also clarifies that fees paid are generally nonrefundable except as this Agreement expressly provides elsewhere.

Termination for Cause

Either party may terminate this Agreement or any order immediately upon written notice under the following circumstances:

The other party materially breaches this Agreement and fails to cure such breach within 30 days after receipt of written notice specifying the breach;
The other party becomes insolvent, makes an assignment for the benefit of creditors, or has a receiver, trustee, or similar party appointed for its assets;
The other party ceases to do business or dissolves;
Any bankruptcy, reorganization, arrangement, liquidation, or similar proceeding is filed by or against the other party and, if involuntary, is not dismissed within 60 days; or
As otherwise expressly permitted in this Agreement.

Termination for Convenience

ASTi may terminate any order for convenience upon 30 days of prior written notice to the Customer. In such event, the Customer shall pay for all Products delivered prior to the effective date of termination and for all work in progress on custom Products, calculated based on ASTi's costs incurred plus a reasonable profit margin.

Termination Effect

Upon termination or expiration of this Agreement, the following terms apply:

All outstanding payment obligations shall become immediately due and payable;
The Customer shall immediately cease all use of the Products and Documentation;
The Customer shall return or destroy (at ASTi's election) all Products, Documentation, and Confidential Information in its possession;
Each party shall return or destroy all Confidential Information of the other party;
Termination shall not relieve either party of obligations incurred prior to termination; and
All sections that by their nature should survive shall survive termination, including but not limited to the following:
1. Definitions,
2. Product Limitations and Intended Use,
3. Warranty Disclaimer,
4. Liability Limitations,
5. Intellectual Property Rights,
6. Payment Terms (for amounts due),
7. Confidentiality,
8. Export Control and Trade Compliance,
9. Indemnification,
10. Governing Law and Dispute Resolution, and
11. General Provisions.

No Refunds

Except as this Agreement expressly provides (including the Return Policy and Warranty sections), all fees paid are nonrefundable, including in the event of termination.

Training and Support

This section outlines the availability and terms for training and technical support services related to ASTi Products. It clarifies that training services are available separately for additional fees, defines standard technical support availability and limitations, and specifies circumstances where ASTi may not provide support, such as for modified products or when Customer accounts are not in good standing.

Training

Unless otherwise specified in the Order Documentation, ASTi provides Products without training. Training services are available for an additional fee, and the Customer must purchase them separately. A separate statement of work shall set forth training terms and conditions.

Technical Support

Technical support for Products is available through ASTi's support services during ASTi's normal business hours (9:00 AM to 5:00 PM Eastern Time, Monday through Friday, excluding holidays). The Customer must purchase enhanced support packages separately.

Support Exclusions

ASTi is not obligated to provide support for the following:

Products that have been modified by anyone other than ASTi;
Problems caused by the Customer's negligence, misuse, or failure to follow the Documentation;
Products used in combination with non-ASTi Products without ASTi's approval;
Products for which the Customer's account is not in good standing; or
Products provided on a trial, evaluation, or no-charge basis unless both parties otherwise agree.

Insurance

Each party shall maintain, at its own expense, insurance coverage appropriate for its obligations under this Agreement, including the following:

Commercial general liability insurance with minimum limits of $1,000,000 per occurrence and $2,000,000 aggregate;
Workers' compensation insurance as required by applicable law; and
Such other insurance as the law may require or the other party may reasonably request.

Upon request, each party shall provide the other with certificates of insurance evidencing such coverage. Each party shall provide the other with at least 30 days of prior written notice of any cancellation or material change to any required insurance policy.

Government Customers

If the Customer is a US government entity or is purchasing Products for the US government to use, the following provisions apply.

Commercial Items

The Products and Documentation are "commercial items" as defined in 48 CFR § 2.101, consisting of "commercial computer software" and "commercial computer software documentation" (for software components) or "commercial items" (for hardware components), as those terms are used in 48 CFR § 12.212. Accordingly, pursuant to 48 CFR § 12.212 and 48 CFR §§ 227.7202–1 through 227.7202–4, ASTi licenses or provides the Products and Documentation to US government end users:

Only as commercial items, and
With only those rights as are granted to all other end users pursuant to the terms and conditions contained in this Agreement.

Restricted Rights

US government use, duplication, or disclosure is subject to the restrictions that this Agreement sets forth and as DFARS 227.7202–1(a) and 227.7202-3(a) (1995), DFARS 252.227–7013(c)(1)(ii) (OCT 1988), FAR 12.212(a) (1995), FAR 52.227–19 (June 1987), or FAR 52.227–14 (ALT III) (June 1987) provides, as applicable.

Contractor/Manufacturer

For the purposes of FAR clause 52.227–14 (ALT III) and DFARS clause 252.227–7013, the contractor/manufacturer is the following:

Advanced Simulation Technology inc.
500A Huntmar Park Drive
Herndon, Virginia 20170 USA
Attention: Contracts Department

Governing Law and Dispute Resolution

This section establishes the legal framework for resolving disputes between ASTi and Customers, including which state's laws govern the Agreement and the required procedures for addressing conflicts. It outlines informal negotiation requirements, binding arbitration as the primary dispute resolution method, and specific exceptions where either party may pursue court proceedings, while establishing jurisdiction and venue for nonarbitrable claims.

Governing Law

Commonwealth of Virginia laws shall govern and construe this Agreement, without giving effect to any choice-of-law or conflict-of-law rules that would cause the application of the laws of any other jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

Internal Dispute Resolution

Before initiating arbitration or litigation, the parties agree to attempt to resolve any Dispute through good-faith negotiations. Either party may initiate negotiations by providing written notice to the other party describing the Dispute in reasonable detail. Representatives of both parties with decision-making authority shall meet within 30 days of such notice to attempt to resolve the Dispute. If the Dispute is not resolved within 60 days after the initial notice, either party may proceed to arbitration as provided below.

Binding Arbitration

Except as this Agreement otherwise provides, the following provisions establish the framework and procedures for resolving disputes through binding arbitration:

Arbitration requirement: except as the below sections provide, binding arbitration rather than court proceedings shall finally resolve any Dispute that the parties cannot resolve through informal negotiations.
Arbitration rules and administration: the American Arbitration Association (AAA) shall administer the arbitration under its Commercial Arbitration Rules then in effect, as this Agreement modifies. If AAA is unable or unwilling to administer the arbitration, the parties shall mutually select an alternative arbitration administrator. If the parties cannot agree, a court of competent jurisdiction shall appoint an administrator.
Arbitrator selection: a single neutral arbitrator shall conduct the arbitration. The parties shall select the arbitrator in accordance with AAA's Commercial Arbitration Rules, provided that the arbitrator must be a licensed attorney with at least 10 years of experience in commercial contract disputes and preferably, experience with product sales agreements.
Location: the arbitration shall be conducted in Fairfax County, Virginia, unless the parties mutually agree to another location or to conduct the arbitration remotely via video conference.
Arbitration procedures: the following procedures shall govern the conduct of any arbitration proceeding:

The arbitrator shall apply the substantive law that Governing Law specifies,
The parties shall be entitled to conduct reasonable discovery, subject to limits that the arbitrator imposes to ensure efficiency and cost effectiveness,
The arbitrator shall issue a written decision stating the factual and legal basis for the award, and
The arbitration hearing shall be completed within 180 days of the arbitrator's appointment, unless the arbitrator extends it for good cause.

Costs and fees: each party shall bear its own attorneys' fees and costs unless the arbitrator awards fees and costs to the prevailing party as applicable law permits. The parties shall share equally the fees and expenses of the arbitrator and the arbitration administrator, unless the arbitrator allocates such costs differently based on the outcome.
Confidentiality: the parties shall keep the existence, content, and results of any arbitration confidential, except as necessary to enforce the arbitration award or as required by law or court order.
Judgment on award: either party may enter judgment upon any arbitration award in any court having jurisdiction or may apply to such court for judicial recognition of the award and an order of enforcement.

Arbitration Exceptions

Notwithstanding the arbitration provisions above, either party may seek the following relief in any court of competent jurisdiction without first engaging in arbitration:

Temporary restraining orders, preliminary injunctions, or other equitable relief to prevent or restrain:
1. Infringement, misappropriation, or violation of intellectual property rights;
2. Breach of confidentiality obligations;
3. Unauthorized use, copying, or distribution of Products or Documentation;
4. Violations of export control provisions;
Orders compelling compliance with the arbitration provisions of this Agreement;
Orders to enforce or vacate an arbitration award; or
Collection actions for undisputed amounts due and payable.

Any such court proceedings shall not waive either party's right to arbitrate other Disputes, and either party may simultaneously or subsequently pursue arbitration of other claims.

Jurisdiction and Venue for Nonarbitrable Claims

Jury Trial Waiver

TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO A JURY TRIAL IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

Class Action Waiver

The parties agree to conduct any arbitration or litigation on an individual basis only and not as a class action, consolidated action, or representative action. Neither party may bring Claims on behalf of other persons or entities, and the arbitrator or court shall have no authority to preside over any form of representative or class proceeding. If a court finds this class action waiver unenforceable, then this finding renders the entirety of this arbitration provision null and void, and the parties shall resolve any Disputes in court as provided above.

Injunctive Relief for Breaches

The parties acknowledge that any breach of the intellectual property, confidentiality, or export control provisions of this Agreement would cause irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, either party shall be entitled to seek immediate injunctive or other equitable relief for such breaches without the need to post a bond and without first pursuing arbitration.

General Provisions

This section contains standard administrative and legal provisions that govern the operation and interpretation of this Agreement. It addresses the completeness of the Agreement, procedures for making changes, assignment and transfer rights, enforceability of individual provisions, notice requirements, and other fundamental terms that establish how the parties manage their relationship and how the Agreement functions as a legal document.

Entire Agreement

This Agreement, including all Order Documentation incorporated by reference, constitutes the entire agreement between the parties and supersedes all prior or contemporaneous agreements, representations, warranties, and understandings, whether written or oral. No representation, promise, or inducement not included in this Agreement shall be binding upon either party.

Amendment and Modification

No amendment, modification, or waiver of any provision of this Agreement shall be effective unless set forth in a written document that authorized representatives of both parties sign. Neither party shall use any course of dealing or trade usage to modify, interpret, supplement, or alter the terms of this Agreement.

Assignment

The Customer may not assign, transfer, delegate, or otherwise dispose of this Agreement or any rights or obligations hereunder, whether voluntarily or by operation of law, without ASTi's prior written consent. Any attempted assignment in violation of this provision shall be null and void. ASTi may assign this Agreement without the Customer's consent to the following:

An affiliate or subsidiary;
A successor in interest in connection with a merger, acquisition, or sale of all or substantially all of its assets; or
Any financing institution as collateral security.

This Agreement shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.

Severability

If a court of competent jurisdiction finds any provision of this Agreement to be invalid, illegal, or unenforceable, ASTi shall modify such provision to the minimum extent necessary to make it valid and enforceable while preserving the parties' original intent. If such modification is not possible, ASTi shall sever the invalid provision from this Agreement, and the remaining provisions shall continue in full force and effect.

Waiver

No waiver of any breach or default under this Agreement constitutes a waiver of any subsequent breach or default. The failure of either party to enforce any provision of this Agreement does not constitute a waiver of such provision or the right to enforce it at a later time. All waivers must be in writing, and the party who will accept the waiver's binding effect must sign it.

Notices

All notices, requests, consents, and other communications that this Agreement requires or permits shall be in writing, and the sender gives effective notice:

Upon personal delivery;
One business day after the sender deposits the notice with a nationally recognized overnight courier service;
Three business days after the sender deposits the notice in the US mail, postage prepaid, certified or registered mail, return receipt requested; or
Upon confirmation of receipt when the sender sends the notice by email to the addresses specified below.

The Customer shall send notices to ASTi at the following address:

Advanced Simulation Technology inc.,
500A Huntmar Park Drive,
Herndon, Virginia 20170 USA,
Attention: Legal Department, legal@asti-usa.com

ASTi shall send notices to the Customer at the address that the Order Documentation specifies or such other address as the Customer may designate in writing in accordance with this section. Either party may change its notice address by providing written notice to the other party in accordance with this section.

Relationship of Parties

The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties. Neither party has the authority to bind the other or to incur any obligation on its behalf.

Counterparts and Electronic Signatures

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures and digitally signed documents shall have the same legal effect as original signatures.

Headings

The section and subsection headings in this Agreement are for convenience only and shall not affect the interpretation of this Agreement.

No Third-Party Beneficiaries

This Agreement benefits only the parties hereto and their respective permitted successors and assigns. Nothing in this Agreement intends to confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever.

Language

ASTi has prepared this Agreement in the English language. In the event of any conflict between the English version and any translation, the English version shall prevail.

Survival

The following sections shall survive any termination or expiration of this Agreement:

Definitions,
Product Limitations and Intended Use,
Warranty Exclusions and Warranty Disclaimer,
Liability Limitations,
Intellectual Property Rights,
Payment Terms (for amounts due),
Confidentiality,
Export Control and Trade Compliance,
Indemnification,
Compliance and Audit Rights,
Data Privacy,
Termination Effect,
Governing Law and Dispute Resolution,
General Provisions (this section).

ASTi Standard Terms and Conditions, Rev. J, Ver. 0 (Feb 24, 2026)