Master License and Services Agreement

WHEREAS, Petrosoft and Customer desire to enter into this Agreement to license certain Petrosoft software and software-related services and, to the extent provided in any Purchase Order, to sell to Customer any associated Hardware and Hardware-related services, as more specifically provided herein.

NOW, THEREFORE, in consideration of the agreements, covenants, and obligations set forth herein, the receipt and sufficiency of which are acknowledged, and intending to be bound legally, the parties hereby agree as follows:

  1. Definitions
    • Business Day(s). A day (not being a Saturday or a Sunday) when clearing banks are open for business in the City of New York.
    • Confidential Information.  Any financial and/or business information that a party discloses (the “Discloser”) to the other party (the “Recipient”) in connection with this Agreement, regardless of the form or manner in which the information is disclosed or learned, including marketing and product plans, ideas, concepts, business plans, financial condition, employees and employee information, inventions, algorithms, decision technology and/or models, processes, designs, specifications, drawings, samples, improvements, developments, applications, engineering, manufacturing and marketing data and plans, software code (object and source), documentation (including manuals, training materials, and presentations), and functionality, security procedures and approaches, know-how, customer names and information, experimental work, distribution arrangements and trade secrets, and/or ideas.

    • Purchase Order. The documentation prepared by Petrosoft that sets forth the Software, Hardware and/or Professional Services agreed to be provided and the related prices.  Such Purchase Order shall be valid through a date specified thereon (or if no such date, 30 days following date of delivery of the Purchase Order to Customer) (collectively, the “Expiration Date”) after which, if it shall not have been duly accepted, it shall be null and void. 
    • The technical manuals and/or instructions and/or user information and/or training materials, including the guides and other documentation which accompany the Software and which contain its technical specifications, as may be amended from time to time (including upgrades and/or new software releases, on a when and if available basis).
    • End User. Any individual or entity to which any access to or utilization of any portion of the Products have been made available in connection with this Agreement.
    • The hardware, if any, that may be specified on a Purchase Order along with the associated Documentation to be provided pursuant to the terms of this Agreement. The Hardware, including both physical and virtualized Hardware set forth in the Documentation for a particular product, is the “Recommended Hardware” for that product.
    • Products. All product deliverables offered by Petrosoft under this Agreement, including merchandise, goods, materials, documentation, hardware, software, including services (including Professional Services).
    • Professional Services. The professional services set forth in any Purchase Order covered by this Agreement.  Additional terms governing the Professional Services are set forth in the Professional Services Exhibit attached as Exhibit A hereto and incorporated herein by reference.
    • All or any part of the computer programs developed, licensed or acquired by Petrosoft in object or executable-code versions only, licensed by Customer under this Agreement. The term “Software” includes any updates or upgrades thereto provided to Customer hereunder. 
    • Third Party Software. Any software program, tool or application other than the Software and any operating system for the Recommended Hardware.
  2. Ordering Products
    • Purchase Order. All signed Purchase Orders submitted by Customer may be sent via fax, email or United States Postal Service to Petrosoft headquarters address.  The preprinted or other terms and conditions contained on any purchase order, confirmation or acceptance of Customer and any reference to terms and conditions in any such document, other than those in this Agreement, shall be inapplicable, unless otherwise agreed in writing signed by both parties.
    • Software License. Customer shall access and use the Software and features described in any Purchase Orders, or otherwise covered by this Agreement, solely on the terms and conditions hereof, including the Software License set forth in Section 4 hereof. 
    • Professional Services. Petrosoft shall provide those Professional Services described in any Purchase Order covered by this Agreement.
  3. Invoicing and Payment
    • Fees. All fees and charges (other than expenses, which shall be subject to Petrosoft’s then-current travel and expense reimbursement policy) will be set forth in the applicable Purchase Order and/or the Authorization Agreement for Debit attached as Exhibit D.  Unless otherwise agreed by Petrosoft in writing, all payments shall be made by, and Customer hereby consents to, direct debit in accordance with Exhibit D. If Petrosoft elects not to (or cannot) obtain payment by account debit, then all fees, charges, and expenses must be paid within 30 days of the date of an invoice from Petrosoft. All amounts are payable in US Dollars. Without prejudice to its other rights and remedies, if Petrosoft does not receive any payment by its due date, Petrosoft may assess a late payment charge on the unpaid amount at the rate of 1.5% per month or the highest rate allowed under applicable law, whichever is less. Customer shall reimburse Petrosoft for all reasonable costs related to any proceedings to collect any past-due amounts, including attorneys’ fees and expenses.
    • Taxes. All charges under this Agreement are stated exclusive of any applicable taxes, duties, fees and other assessments of whatever nature imposed by governmental authorities, and Customer is solely responsible for, and shall pay or reimburse Petrosoft for such, whether or not existing as of the Effective Date.
  4. Software and Hardware
    • Software License. Subject to the terms and conditions of this Agreement, Petrosoft hereby grants to Customer, on a non-exclusive, non-transferable basis, solely for Customer's own business purposes, a license to access and use the Software identified on any approved Purchase Order attached hereto, or as otherwise agreed or amended from time to time hereunder.  If any conflict or inconsistency arises or exists between this Agreement and a Purchase Order, the Purchase Order shall govern.  All rights to the Software not granted herein are expressly reserved and retained by Petrosoft or its licensors.
    • Petrosoft shall provide to Customer (a) telephone and online assistance regarding Customer’s proper and authorized use of the Software and (b) commercially reasonable efforts in solving Errors reported by Customer.  “Errors” shall mean failures of the latest release of the Software that is generally available to Petrosoft’s other customers to substantially perform in accordance with the Documentation.  Customer shall provide to Petrosoft reasonably detailed documentation and explanation, together with underlying data, to substantiate any Error and to assist Petrosoft in its efforts to diagnose, reproduce and correct the Error.  Petrosoft shall not provide support for any failure or defect in the Products caused by: (i) the improper use, alteration, or damage of the Products by Customer or persons not authorized by Petrosoft; (ii) modifications to the Software not provided or approved in writing by Petrosoft; (iii) hardware, applications or other software not provided or approved in writing by Petrosoft; (iv) use of a version of the Software or Hardware earlier than the current version or immediately preceding version; (v) changes to configuration of hardware, or software not expressly approved, in writing, by Petrosoft; (vi) previously notified failures or defects where recommended actions by the Customer regarding changes to hardware, software or network configuration have not been carried out as directed.   
    • In the event that Customer wishes to create interfaces or applications outside of this Agreement that may exchange data or otherwise interface with the Product, Customer shall have an employee who has obtained certification training for the Software from Petrosoft and who is certified by Petrosoft as an integrator (“Administrator”). If the Administrator ceases to serve as such, Customer shall promptly and at its expense have a new employee obtain Petrosoft administrator certification and be designated as an Administrator.  For the avoidance of doubt, Customer may not create derivative works or otherwise modify the Software.
    • Use Restrictions. Customer shall not, and Customer shall direct any End Users to not: (i) transfer, assign or sublicense the Software except as specifically set forth herein, or its license rights thereto, to any other person, organization or entity, including through rental, timesharing, subscription, hosting, or outsourcing the Software, except as set forth herein; (ii) use the Software on hardware other than Recommended Hardware or for any unauthorized purpose; (iii) modify, adapt, translate or create derivative works based upon the Products, or combine or merge any part of the Products with or into any other software or documentation except to the extent specifically permitted by applicable law; (e) refer to, disclose or otherwise use any Products as part of any effort either (i) to develop a program having any functional attributes, visual expressions or other features similar to those of the Software or (ii) to compete with Petrosoft; (iv) remove or modify any marking or notice on or displayed through the Software or Documentation, including those related to Petrosoft’s or its licensors’ proprietary rights in and to the Software or Documentation, as applicable; or (v) de-compile, decrypt, reverse engineer, disassemble or otherwise reduce same to human-readable form.
    • Unless otherwise specified in an applicable Purchase Order, all Products will be made available online or delivered electronically or by Petrosoft’s facility or electronically sent.  Shipments will be directed to the address indicated in writing by Customer.  Unless specified in writing by Customer, Petrosoft will select the mode of shipment and the carrier.  Petrosoft shall include shipping and insurance charges on invoices to Customer, which shall be Customer’s sole responsibility.
    • Software Operation. Customer acknowledges and agrees that it must properly enter data and information onto the Software in order for the Software to operate properly. Customer shall be responsible to verify the accuracy of any of Customer’s data or information entered into the Software. To avoid doubt, the Software is provided for informational purposes only and ultimate purchasing and other decisions remain with the Customer at all times.
    • Compliance with Laws. The parties shall comply with all applicable national, state, county and local laws, ordinances, regulations and codes in the performance of their obligations under this Agreement.  Customer shall comply with all applicable laws, ordinance, regulations and codes in its use of the Software, including any export controls relating to software and other goods and services. If Customer transmits or transfers, or is otherwise involved in the transmission or transfer of, any data or information that are created, uploaded or transferred in connection with the Software by Customer or its End Users (“Customer Content”) (whether in connection with its business or otherwise) over the public network or private networks], then Customer is solely responsible for compliance with any applicable laws, rules and regulations in any and all applicable regions or countries regarding the security, privacy, legality and/or safe handling of such Customer Content.  Notwithstanding anything to the contrary, Petrosoft may access and use aggregated data from the Software without restriction.
    • Third Party Products. Petrosoft may offer information, products, or services that may be of interest regarding third party products or services for the convenience of Customer and End Users.  Petrosoft does not recommend and expressly disclaims any responsibility for the content, the accuracy of the information, or quality of products or services provided by or advertised on third party sites or the transactions that Customer may conduct or enter into with third parties.  Additionally, certain portions of the Software may contain source code subject to the terms of public, free and open source licenses. Any open source licenses are included in the documentation for the Software. To the extent that the terms of this Agreement differ from the open source licenses, these terms are offered by Petrosoft alone and not by any other party. Unless expressly addressed in this Agreement, these terms do not replace or alter Customer’s rights or obligations under the open source licenses with respect to any such open source software.
  5. Warranties, Disclaimers and Exclusions
    • Each party represents and warrants the following: (a) the party’s execution, delivery and performance of this Agreement (i) have been authorized by all necessary corporate action; (ii) do not violate the terms of any law, regulation, or court order to which such party is subject or the terms of any agreement to which the party or any of its assets may be subject; and (iii) are not subject to the consent or approval of any third party; and (b) this Agreement is the valid and binding obligation of the representing party, enforceable against such party in accordance with its terms.
    • Services Warranty. Petrosoft warrants that the services performed under this Agreement shall be performed by personnel with the proper skill, training, and experience so as to be able to perform competently and in a manner consistent with best practices in the industry. With respect to any Hardware constituting Products purchased by Customer hereunder, Petrosoft agrees to provide any such warranties or parts replacements plans as are set forth in Exhibit B, if any.
    • Software Remedy and Exclusion. CUSTOMER’S SOLE REMEDY UNDER THE WARRANTIES IS LIMITED TO REFUND, REPLACEMENT, RE-PERFORMANCE OR REPAIR, AT PETROSOFT’S OPTION, OF DEFECTIVE SOFTWARE, HARDWARE OR SERVICES.  NOTWITHSTANDING THE PROVISIONS OF SECTION 5.2 ABOVE, THE SOFTWARE WARRANTY EXCLUDES, AND PETROSOFT SHALL HAVE NO OBLIGATION TO REMEDY, ANY SOFTWARE DEFECTS CAUSED OR MATERIALLY CONTRIBUTED TO BY: (I) ALTERATION, REPAIR OR MODIFICATION OF THE SOFTWARE BY ANY PERSON OR ENTITY OTHER THAN PETROSOFT WITHOUT PETROSOFT’S WRITTEN CONSENT; (II) CUSTOMER’S IMPROPER STORAGE, MISHANDLING, ABUSE OR MISUSE OF THE SOFTWARE; (iii) CUSTOMER’S USE OF THE SOFTWARE IN CONJUNCTION WITH EQUIPMENT OTHER THAN RECOMMENDED HARDWARE; AND/OR (iv) DAMAGE BY FIRE, EXPLOSION, POWER FAILURE, OR ANY ACT OF NATURE.
    • Third Party Software. Petrosoft recommends that no Third Party Software be loaded on the Recommended Hardware, other than the operating system for such Recommended Hardware or any Products ordered by Customer hereunder. If Customer reports an issue with the Software and Petrosoft determines that such issue is due to Third Party Software, other than the operating system of the Recommended Hardware or any Products ordered by Customer hereunder, Petrosoft will report such finding to Customer and work with Customer on correcting the issue. (Customer understands that Petrosoft may recommend removing the Third Party Software to correct the issue.) In addition, Petrosoft may charge Customer for troubleshooting and/or correcting any issue that is caused by Third Party Software at Petrosoft's then current rate for Professional Services.
    • On-site Maintenance. Unless otherwise specified in Exhibit E, Petrosoft shall in no event be obligated to provide on-site maintenance.
    • Petrosoft reserves the right to change the features of any Products; provided that any such changes will not materially degrade the functionality of such Products. 
    • EXCEPT AS EXPRESSLY PROVIDED HEREIN, PETROSOFT AND ITS LICENSORS AND SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, AS TO ANY ASPECT OF THE SERVICES OR DELIVERABLES INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. PETROSOFT AND ITS LICENSORS AND SUPPLIERS DO NOT WARRANT THAT THE SOFTWARE, SERVICES, DELIVERABLES, OR OTHER PRODUCTS WILL BE UNINTERRUPTED, SECURE, ACCURATE, TIMELY, VIRUS-FREE OR ERROR-FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES OR DELIVERABLES. ALL PETROSOFT WARRANTIES ARE SOLELY TO AND FOR THE BENEFIT OF CUSTOMER AND FOR NO OTHER ENTITY, END USER OR THIRD PARTY.
  6. Confidential Information and Ownership
    • Each party will use reasonable efforts to conspicuously designate Confidential Information disclosed to the other party as confidential or proprietary.  Recipient hereby agrees that it will not disclose to a third party any Confidential Information received from the Discloser, or use or copy any Confidential Information received from the Discloser for any purpose other than as expressly permitted under the terms of this Agreement, as necessary to perform a party’s obligations under this Agreement, or as expressly authorized in writing by the other party.  Recipient will use the same degree of care to protect the Discloser’s Confidential Information as it uses to protect its own confidential information of like nature, but in no circumstances less than reasonable care.  Recipient will take reasonable diligent steps to ensure that its employees comply with the foregoing confidentiality obligations.  All terms and conditions of this Agreement and the Software and Documentation will be considered Confidential Information and the Software (whether or not so designated) under the provisions of this Agreement.
    • Recipient’s obligation under this Agreement to treat information as Confidential Information does not apply to information that: (i) is already known to Recipient at the time of disclosure and was not obtained, directly or indirectly, from Discloser; (ii) is independently developed by Recipient without reference to or use of the Discloser’s Confidential Information; (iii) is obtained by Recipient from another source without a breach of any obligation of confidentiality owed by that source to Discloser; or (iv) is or becomes part of the public domain through no wrongful act of Recipient or any party that obtained the information from Recipient. If Recipient is served with a subpoena or other legal process, court, or governmental request or order requiring disclosure, or is otherwise required by law or securities exchange requirement to disclose, any of Discloser’s Confidential Information, Recipient shall, unless prohibited by law, promptly notify Discloser of that fact and cooperate fully (at Discloser’s expense) with Discloser and its legal counsel in opposing, seeking a protective order, seeking to limit, or appealing the subpoena, legal process, request, order, or requirement to the extent deemed appropriate by Discloser. Recipient may comply with the subpoena or other legal process or requirement after complying with the foregoing sentence, but only to the extent necessary for compliance. A non-public disclosure made pursuant to the foregoing sentence will not, by itself, remove any Confidential Information from the protections of this Agreement.
    • As between Petrosoft and Customer, all title, ownership rights, and intellectual property rights to the Software are, and will at all times remain, the sole and exclusive property of Petrosoft and/or its licensors.  Petrosoft and/or its licensors will hold all title, ownership rights, and intellectual property rights to any modifications, updates, copies, translations, improvements, adaptations or incorporations of the Software, no matter by whom made or paid for.
  7. Indemnity
    • Petrosoft Indemnification. Petrosoft, at its own expense, shall indemnify, defend and hold harmless Customer from and against any action brought against Customer: (i) alleging that the Software infringes a valid U.S. patent, copyright or trademark of any third party; or (ii) for personal injury or death arising out of Petrosoft’s gross negligence or willful misconduct. Notwithstanding the foregoing, Petrosoft shall have no obligation to Customer to the extent any claim is caused by (i) the combination, operation or use of the Software with other software, hardware or third party equipment where the Software otherwise would not itself be infringing; or (ii) where Customer’s use of the Software is not for the purposes set forth in this Agreement. If any of the Products becomes, or in the opinion of Petrosoft may become, the subject of a claim of infringement, Petrosoft may, at its option: (i) procure for Customer the right to use such Products free of any liability; (ii) replace or modify such Products to make it non-infringing; or (iii) if neither (i) or (ii) is commercially feasible, to terminate this Agreement on written notice to Customer.  This Section sets forth the exclusive remedy of Customer with respect to any claims of infringement and misappropriation.
    • Customer Indemnification. Customer, at its own expense, shall indemnify, defend and hold harmless Petrosoft, and its licensors and suppliers, and its and their respective managers, members, officers, directors, employees, representatives and agents, from and against any action brought against such person arising out of any use of the Products (except to the extent such claims are subject to Petrosoft’s obligation under Section 7.1).
    • Procedure and Limitations. All indemnification obligations under this Section 7 shall be subject to the following requirements (provided that the failure to follow such requirements shall deprive the indemnified party of its right to indemnification only to the extent that such failure materially prejudices the indemnifying party): (a) the indemnified party shall provide the indemnifying party with prompt written notice of any claim; (b) the indemnified party shall permit the indemnifying party to assume and control the defense of any action, so long as the indemnifying party does so promptly; and (c) the indemnified party shall not enter into any settlement or compromise of any claim without the indemnifying party’s prior written consent (which shall not be unreasonably withheld) and, if the indemnifying party has assumed the defense of the claim, the indemnifying party likewise will not enter into any settlement or compromise of any claim without the prior written consent of the indemnified party, which shall not be unreasonably withheld. In addition, the indemnified party may, at its own expense, participate in its defense of any claim. 
  8. Limitations of Liability and Damages
    • Limitation of Liability. EXCEPT FOR LIABILITY ARISING UNDER SECTION 3,  NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE, OF ANY KIND WHATSOEVER (INCLUDING LOST PROFITS, LOSS OF GOODWILL, BUSINESS INTERRUPTION, LOST OR DAMAGED DATA OR SOFTWARE, LOSS OF USE OF THE PRODUCTS, LOSS OF PRIVACY, DOWNTIME OR COSTS OF SUBSTITUTE PRODUCTS) ARISING FROM PETROSOFT’S LICENSE OR CUSTOMER’S USE OF THE SOFTWARE, HARDWARE, SERVICES OR ANY OF THE PRODUCTS. 
    • Limitation of Damages. NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL PETROSOFT’S TOTAL LIABILITY UNDER THIS AGREEMENT ARISING OUT OF THE SALE OR USE OF THE SOFTWARE, HARDWARE, SERVICES OR ANY OF THE PRODUCTS, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EXCEED THE TOTAL AMOUNTS PAID TO PETROSOFT FOR THE PRODUCTS OR SERVICES AT ISSUE DURING THE TWELVE (12) MONTHS PRIOR TO THE DATE SUCH CLAIM ARISES...  ANY CLAIMS UNDER THIS AGREEMENT MUST BE BROUGHT WITHIN TWELVE (12) MONTHS AFTER THE DATE SUCH CLAIM ARISES. 
  9. Term and Termination (Annual Commitment)
    • Unless otherwise terminated as specified in the Agreement, the initial term of this agreement will commence on the effective date and continue for a period of 12 months.  Thereafter, this agreement may renew at the then current rate for another 12 months.  Customer will have 15 days from the expiration date to commit to the renewal terms and remit payment.  If such commitment is not received within 15 days of the expiration date, customer’s service will be converted to the prevailing month to month subscription rate.  This will require customer to remit first and last month’s payment within 30 days of the annual agreement expiration date.  If neither of these options are executed by the customer as put forth, service will be suspended indefinitely. 
    • Termination without Cause. This Agreement may be terminated by either party upon sixty (60) days written notice.
    • Termination by Breach. Either party will have the right to terminate this Agreement at any time if the other party fails to perform any obligation under this Agreement (including the obligation to pay all amounts due) and fails to cure such nonperformance within fifteen (15) days of written notice of such failure.  Petrosoft may immediately terminate this Agreement upon written notice in the event that Customer: (i) terminates or suspends its business activities, (ii) becomes insolvent, undertakes liquidation, admits in writing its inability to pay its debts as they mature, makes an assignment for the benefit of creditors, or becomes subject to direct control of a trustee, receiver or similar authority; or (iii) becomes subject to any bankruptcy or insolvency proceeding under federal or state statutes.
    • Effect of Termination. Upon any termination of this Agreement, all rights granted herein will revert to Petrosoft and all licenses will terminate, and Customer will make no further use of the Software.  Upon any termination or expiration of this Agreement, Petrosoft may immediately limit Customer’s access to the Software and after ten (10) days Petrosoft shall be entitled to delete the Customer’s account, including all Customer Content and other materials and information. During this ten (10) day period and upon Customer’s request, Petrosoft will provide Customer limited access to the Services, for the sole purpose of permitting Customer to retrieve Customer Content, or a copy of all Customer Content in the format currently maintained by Petrosoft, in its discretion, provided that Customer has paid in full all amounts owed to Petrosoft. Termination of this Agreement has no effect on Customer’s obligation to pay all fees and other amounts accrued prior to the termination date.    
    • The following provisions of this Agreement will survive expiration or termination of this Agreement: Sections 4.4, 5.7, 6.3, 7, 8, 9.4 and 10.
  10. General
    • Notices. All notices, requests, consents and other communications which are required or permitted hereunder shall be in writing, and shall be delivered by nationally recognized overnight courier, or certified or registered U.S. mail, postage prepaid (effective three (3) Business Days after mailing) or sent by facsimile or electronic mail, with a confirmation copy simultaneously sent by U.S. mail, postage prepaid (effective upon transmission), at the addresses set forth on the signature page. Notice of change of address shall be given in the same manner as other communications.
    • Assignment. Customer may not, without the prior written consent of Petrosoft, assign or transfer this Agreement, by operation of law or otherwise, or any part of this Agreement. Any attempt to assign or transfer all or any part of this Agreement without first obtaining Petrosoft’s written consent will be void and of no force or effect. Notwithstanding the foregoing, this Agreement shall be binding upon, and inure to the benefit of, the permitted successors and assigns of each party.
    • Governing Law and Jurisdiction. This Agreement, and any disputes, issues or controversies arising between the parties relating to the subject matter of this Agreement, shall be deemed executed by Customer in the Commonwealth of Pennsylvania and shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, excluding its principles of choice of law or conflicts of law; PROVIDED, HOWEVER, THAT THE TERMS OF ANY APPLICABLE LAW NOW OR HEREAFTER ENACTED THAT IS BASED ON, DERIVED FROM, SIMILAR TO, OR CONNECTED WITH THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT DRAFTED BY THE NATIONAL CONFERENCE OF COMMISSIONERS ON UNIFORM STATE LAWS SHALL NOT APPLY EXCEPT TO THE EXTENT THAT THE LAW EXPRESSLY PROHIBITS ALTERATION BY THESE TERMS OF THE APPLICABILITY OF ONE OR MORE SECTIONS OF THE LAW. Exclusive jurisdiction and venue for any and all disputes hereunder, including any actions to interpret this Agreement, shall lie solely in state or federal courts located in Pittsburgh, Pennsylvania. 
    • Force Majeure. Notwithstanding anything to the contrary in this Agreement, except for Customer's obligations to pay amounts due under this Agreement, neither party will be deemed to be in default of any provision of this Agreement for any delay, error, failure, or interruption of performance due to any act of God, terrorism, war, insurrection, riot, boycott, strike, or other labor or civil disturbance, interruption of power service, interruption of communications services, problems with the Internet, epidemic, act of any other person not under the control or direction of either party, or other similar cause; provided, however, that the party subject to any of the foregoing events was not a direct cause of that event. The party subject to any of the foregoing events shall give the other party reasonable written notification of any resulting material or indefinite delay.
    • Compliance with License. Petrosoft shall have the right, to inspect and/or audit Customer’s facilities, books and records at any time during the Term or within six (6) months after termination of this Agreement to verify Customer’s compliance with the terms and conditions of this Agreement. Petrosoft may report the results of such inspection and/or audit, and assign such right to inspect and/or audit, to its licensors and suppliers.
    • Waiver. The failure of Petrosoft at any time or times to require Customer to strictly comply with any of the pro­visions of this Agreement shall not waive or diminish any right of Petrosoft later to demand and re­ceive strict compliance therewith. Any waiver of any de­fault or non-compliance shall not waive or affect any other default or non-compliance, whether prior or subsequent, and whether or not similar.
    • Basis of Bargain. Each party acknowledges and agrees that the warranty disclaimers and liability and remedy limitations in this Agreement are material, bargained for provisions of this Agreement and that fees and consideration payable hereunder reflects these disclaimers and limitations.
  11. Non-Solicitation. During the term of the Agreement and for twelve (12) months following termination of the Agreement, Customer shall not, without prior written consent of Petrosoft, solicit the employment of, hire, employ or retain (either directly or indirectly) any employee or consultant of Petrosoft (or any person who was an employee or consultant of Petrosoft at any time within 9 months of any such solicitations, hiring, employment or retention).
    • Miscellaneous. If any provision of this Agreement is held to be invalid, illegal or unenforceable for any reason, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, and such provision will be deemed modified to the limited extent required to permit its enforcement in a manner most closely representing the intention of the parties as expressed herein. This Agreement may be executed in any number of counterparts, each of which, when executed and delivered, shall be deemed to be an original and all of which taken together shall constitute one and the same instrument. Headings in this Agreement are included for reference only and shall not constitute a part of this Agreement for any other purpose.  When used herein, the words “includes” and “including” and their syntactical variations shall be deemed followed by the words “without limitation.”
  12. Hardware Return Merchandise Authorization.
    • The policies below have been created to clearly define the actions and requirements of both parties (Petrosoft and Customers) in either scenario, however an internal authorization process does exist to approve all actions.  In the scenario when any product is being shipped back, approval to accept merchandise must be endorsed by Petrosoft via the RMA process.
    • Refund and Return Policy. No returns or refunds on working hardware will be accepted after 15 days from the installation completion date.  Authorized returns within 15 days of the installation completion date may qualify for a refund, however the refund will be calculated net of a 30% restocking fee.  The customer is responsible for the cost of return shipping and handling.  Returned items must be in original packaging, in as new condition with original packing slip, warranty cards, manuals and accessories.  Refunds will not be made without these items.  We will process a return as quickly as possible, but please allow up to 60 days for any refunds.   Refunds will not be processed until each unit is inspected for completeness and condition validated.  Petrosoft LLC. will not accept returns for equipment due to customer abuse or wrong key injection.  If a unit(s) does not work for reasons other than the aforementioned and is still under warranty, a new unit(s) may be exchanged or original unit(s) repaired, however not considered acceptable returns.
    • Shipping Policy. All equipment is shipped via UPS and charged to the customer accordingly.  Orders are ground shipped and take 3-4 business days to arrive.  All orders are shipped ground service unless expedited shipping is selected, which can be purchased for an additional fee. We ship orders Monday through Friday, and most orders are shipped within 24-72 hours of purchasing. Expedited shipping requests must be processed before 2 PM or will be shipped the next business day. Orders shipped twice due to incorrect address provided will be charged to the customer.

 The parties accept this Agreement and have caused this Agreement to be executed, and each party represents and warrants that the its signatory whose signature appears below has been during all negotiations regarding this Agreement, and is on the date executed, duly authorized by all necessary and appropriate action to execute this Agreement on its behalf.