These Terms and Conditions of Sale (“Terms“) apply to the sale of products and services (collectively, “Products“) by Test Systems Strategies, Inc. (“TSSI“, “we“, or “us“) via the TSSI online store or shopping cart (“Store“). TSSI’s privacy policy, is hereby incorporated into these Terms by reference. BY PURCHASING ANY PRODUCT FROM THE STORE, YOU AGREE TO THESE TERMS. IF YOU ARE AN INDIVIDUAL PURCHASING PRODUCTS ON BEHALF OF AN ENTITY OR AGENCY, YOU REPRESENT AND WARRANT THAT YOU HAVE ALL NECESSARY AUTHORITY TO BIND SUCH ENTITY OR AGENCY TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.
1. Products
All Products are as listed on TSSI Store pages under: Shop
All license terms (see Software License Agreement) are on a monthly basis (unless indicated otherwise) and will NOT be automatically renewed unless specifically requested by the buyer. Subscriptions can be canceled at anytime. All prices are in US Dollars (USD).
For yearly subscription or perpetual license purchase, please send us the configuration you wanted for a quote, or simply contact us.
2. Price and Payment.
You agree to pay the price for the Product(s) you order, as specified in the Store. All prices are in U.S. Dollars and are quoted in the Store exclusive of federal, state, or local excise, sales, use, or similar taxes, or any export or import fees, customs duties and similar charges applicable to the sale or to the Products sold, except taxes based upon TSSI’s net income, (“Taxes“). TSSI may collect Taxes with respect to certain jurisdictions. You agree to pay any and all Taxes, applicable shipping and handling fees, and other charges incidental to the purchase or sale of the Product (including, for international shipments (i.e., those outside the United States), customs duties, import fees, and other similar fees). Without limiting other remedies, TSSI reserves the right to charge a late fee on all past due payments equivalent to the lesser of one and a half percent (1. 5%) per month on the unpaid balance or the highest rate allowed by law. You will pay for all collection costs, attorneys fees, and court costs incurred in the collection of past due amounts.
3. Your TSSI Account.
The Store allows you to create an account (“Account“). By creating or using an Account, you represent and warrant that: (a) all registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; and (c) you are eighteen (18) years of age or older upon registration. Any Account you have created by registering on the Store may be deleted without warning if we believe that any representation and warranty you make hereunder is breached or inaccurate. When you create an Account, you will be asked to choose a password for your Account. You are entirely responsible for maintaining the confidentiality of your password. You agree not to use the Account or password of another person at any time. You agree to notify us immediately if you suspect any unauthorized use of your Account or access to your password and you are solely responsible for any and all use of your Account.
4. Orders; Delivery; Title, and Risk of Loss.
Your order is subject to cancelation by TSSI, in its sole discretion, and any automatic confirmation email sent by TSSI in connection with your order does not constitute acceptance of the order by TSSI. TSSI is not responsible for pricing, typographical, or other errors in any offer on the Store and reserves the right to cancel any orders resulting from such errors.
4. 1 Electronic Delivery.The Products may be delivered by or downloaded from the Provider (as defined in Section 4) or TSSI and TSSI may provide you with the means to use the Products, for example through providing license keys or serial numbers.
4. 2 Physical Delivery (if applicable).Delivery dates are estimates only. Delivery of each order is subject to availability of the Products. TSSI may deliver partial shipment and the risk of loss and title to Products passes from TSSI to you upon shipment from our facility. For international shipments (a) you will be the importer of record and responsible for clearing your shipment for import and (b) you authorize TSSI to designate the shipment provider to act as your agent with the relevant customs and tax authorities in the destination country and to clear your shipment and pay any import fees (and you agree to reimburse the shipment provider for such fees, if applicable).
5. Right to Use; License.
When you purchase TSSI’s Software, you are actually purchasing a license to use the Software rather than purchase the Software itself. Software licenses purchased at the TSSI Store are subject to the Software License Agreement.
BY INSTALLING THE SOFTWARE AND/OR THE SOFTWARE’S LICENSE KEY, YOU ACKNOWLEDGE AND AGREE TO THE SOFTWARE LICENSE AGREEMENT.
6. Representation.
You represent and warrant that any information you provide to TSSI in connection with your purchase of any Products via the Store (including, without limitation, any personal and payment-related information) is true, correct, and complete. You are fully liable for any damages that TSSI may incur due to your breach or inaccuracy of the foregoing representation and warranty.
7. Limitation of Liability.
IN NO EVENT SHALL TSSI BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, WHETHER OR NOT FORESEEABLE, EVEN IF CLEVERBRIDGE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING ANY LOSS OF REVENUE, LOSS OF CUSTOMERS, LOSS OF GOODWILL, OR LOSS OF PROFITS, ARISING OUT OF OR IN RELATION TO THESE TERMS, WHETHER ARISING UNDER CONTRACT, TORT OR ANY OTHER LEGAL OR EQUITABLE THEORY. IN NO EVENT SHALL TSSI’S TOTAL, CUMULATIVE LIABILITY HEREUNDER EXCEED THE PURCHASE PRICE FOR THE SPECIFIC PRODUCTS GIVING RISE TO THE CLAIM. MULTIPLE CLAIMS WILL NOT ENLARGE THIS LIMIT. THIS LIMITATION OF LIABILITY SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY EXCLUSIVE REMEDY HEREIN.
8. Dispute Resolution by Binding Arbitration.
You and TSSI agree to arbitrate all disputes and claims between the two parties (the “Parties”).
This agreement to arbitrate is intended to be broadly interpreted. It includes, but is not limited to:
Notwithstanding the foregoing, either party may bring an individual action in small claims court. You agree that, by accepting these terms and conditions, the Parties are each waiving the right to a trial by jury or to participate in a class action. The transaction between the Parties evidences a transaction in interstate commerce, and thus the Federal Arbitration Act governs the interpretation and enforcement of this provision. This arbitration provision shall survive termination of the agreement entered into by the Parties.
A party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to TSSI should be addressed to: TSSI, 14789 SW Millikan Way, Beaverton, Oregon 97006 (“Notice Address”). The Notice must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). If the Parties do not reach an agreement to resolve the claim within thirty (30) days after the Notice is received, you or TSSI may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or TSSI shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or TSSI is entitled.
After TSSI receives notice at the Notice Address that you have commenced arbitration, it will promptly reimburse you for your payment of the filing fee. (If you are unable to pay this fee, TSSI will pay it directly upon receiving a written request at the Notice Address. The arbitration will be governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by these terms and conditions, and will be administered by the AAA. The AAA Rules are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by writing to the Notice Address.
This Agreement will be construed in accordance with and governed in all respects by the laws of the State of Oregon, USA, without regard to any conflicts of law principles that would result in application of laws of any other jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement.
9. General.
If any provision hereof is held invalid, unenforceable or void in any respect, such provision shall be construed so as to render it enforceable and effective to the maximum extent possible, and the validity and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby. You agree to adhere to all legal requirements applicable to the Products, including U. S. export laws. You represent that you are not a resident of any U. S.-embargoed country and that any sale to you complies with U. S. export laws. The parties are independent contractors and nothing herein shall be construed to imply a partnership, joint venture, principal-agent, or employer-employee relationship between the parties. Neither party shall have the right, power, or authority to create any obligation, expressed or implied, on behalf of the other party. You may not assign, by operation of law or otherwise, any of its rights, or delegate any of its duties, under these Terms to any third party without TSSI’s prior written consent. Any assignment, delegation or transfer in violation of the foregoing will be null and void. These Terms constitutes the entire agreement between the parties as to the subject matter hereof and supersedes and merges all prior or contemporaneous oral or written agreements, representations, statements, negotiations, understandings, proposals, and undertakings with respect to the subject matter of these Terms.
If you have any questions about the Terms, please contact us at the following email address: legal@tessi.com.
Updated: December 2022
