Sales Terms and Conditions

These terms govern First Line Technology Quotes and Invoices unless more specific terms are indicated on the face of the Quote or Invoice.

Governing Law
This sale shall be governed by the laws of the Commonwealth of Virginia, without regard to conflicts of laws rules.

Title; Risk of Loss
Title to products and risk of loss passes when the products leaves First Line Technology’s warehouse (FOB Origin/Ex Works) unless otherwise indicated on the face of the Quote or Invoice.

Warranty and Return Policy
First Line Technology’s return and exchange policy can be found at https://www.firstlinetech.com/returns-exchanges/.

Limitation of Liability
First Line Technology is a Limited Liability Company formed in the Commonwealth of Virginia.

Transshipment
No transshipment without express consent of First Line Technology and only in accordance with U.S. laws.

Finance Charges
Payment terms are as indicated on the face of the Quote or Invoice, if no terms exist then terms are PrePaid. Monthly finances charges will be assessed at a rate of 18% APR, compounding daily beginning after the payment due date. A minimum finance charge of $55.00 will apply to all late payments.

Certain items may ITAR or Commerce Controlled
These items are controlled by the U.S. Government and authorized for export only to the country of ultimate destination for use by the ultimate consignee or end-user(s) herein identified. They may not be resold, transferred, or otherwise disposed of, to any other country or to any person other than the authorized ultimate consignee or end-user(s), either in their original form or after being incorporated into other items, without first obtaining approval from the U.S. government or as otherwise authorized by U.S. law and regulations.

TERMS AND CONDITIONS OF USE

1.This End User License Agreement (hereafter referred to as the “EULA”) constitutes a legally binding and enforceable agreement between you (hereafter referred to as the “User” or “You”) and First Line Technology, a Virginia company (hereafter referred to as “First Line”) (each separately a “Party,” and together the “Parties”) and outlines the terms of use and conditions with which the User may access the Products offered by First Line.

2. You acknowledge that You may be using the Product in your capacity as an individual, or in your official capacity as an agent of your employer. Regardless of whether You are acting in your individual capacity or in your official capacity, You acknowledge that You have the authority and ability to agree to this EULA and be bound by its terms.

3. None of the terms and conditions contained in this EULA are intended to contravene or invalidate federal or state laws.

4. The following definitions apply:

• • “Authorized User” means any individual or User who has agreed to the terms of this EULA and who accesses the Product in accordance with the terms of this EULA during the Term of use.
  • “Confidential Information” has the meaning assigned to it in Section 15 of this EULA.
  • “Know-How” means any information learned or acquired during the Use of the Product.
  • “Product” means Decontamination (DeconTect), AmbuBus or AmbuResponse, PhaseCore, Immersion Cooling Equipment, or FlightLMS/First Line Utilization Academy (FLUA) for which the Authorized User has rights to access and use pursuant to the EULA and the purchase of the Product.  First Line may update the Product or any portion thereof at any time in its sole discretion.
  • “Permitted Use(s)” means and Authorized User’s approved use of the Product as described in this EULA. Permitted Uses shall include what the Product was designed and developed to do and what the Product is marketed by First Line Technology to do. Additional training may be necessary and required to use the Product in the appropriate way under the EULA.
  • “Term” means the entire duration of User’s Permitted Use of the Product, except that the “Term” shall automatically terminate (without any required action by, or advance notice from, First Line) upon either:
    • any misuse or unauthorized access of the Product, as determined by First Line in its reasonable discretion; or
    • any action by User taken in violation or in breach of this EULA.
  • “Territory” means any and all location(s), virtual or physically in person, where You use the Product.
  • “User Data” means recorded information (including personal information), regardless of the form or method of recording, which is (i) owned or controlled by You, (ii) stored or maintained on one or more file servers or other storage devices owned or controlled by First Line and (iii) read into memory, accessed, used or manipulated in connection with Your use of the Product.

5. After purchasing the Product, you obtain a limited right for Permitted Use. The Product is protected by all applicable intellectual property laws of the United States of America, as well as international treaties protecting intellectual property. Upon opening and accessing this Product, you demonstrate your acceptance of this EULA.  You will be granted certain limited rights for Permitted Use.

6. Your rights are derived from, and subject and subordinate to this EULA and any terms and conditions contained herein. Subject to the foregoing, First Line grants You a non-exclusive, revocable, non-transferable, royalty-free, and limited right and license to access and use the Product solely for the Permitted Use during the Term (hereafter referred to as your “End-User Rights”).  Upon any expiration of the Term or termination of the EULA, your End-User Rights shall automatically terminate (without any required action by, or advance notice from, First Line).

7. First Line may terminate this EULA if You are found in violation of, or if You are under investigation of violating, any of the prohibited actions listed below. Violating this Section 7 shall constitute a breach of this EULA. This provision shall survive the termination of the EULA. You shall not:

• • market, distribute, sell, rent, license, sublicense, or resell the Product, in whole or in part, or your rights to access or use the Product, or any part thereof, except as expressly authorized by First Line in writing;
  • attempt, knowingly permit, or encourage others to attempt, to decompile, decipher, disassemble, reverse engineer (unless expressly permitted by applicable law) or otherwise decrypt or discover the source code, engineering, or design of all or any portion of the Product;
  • distribute, publish, facilitate, enable, or allow access to the Product to any other person that is not an Authorized User;
  • violate any applicable law or regulation including but not limited to the United States Export Administration Regulations (the “EAR”) or the United States International Traffic in Arms Regulations (the “ITAR”), or the sanctions programs of the United States; or
  • use the Know-how gathered through your Permitted Use of the Product to provide a competitive service or course offering in the Territory during the Term of this EULA and for a period of five (5) years after the termination of this EULA.

8. First Line makes no warranty or guarantee that unauthorized third parties will not be able to defeat the protective measures in place or use your User Data or personal information for improper purposes. YOU ACKNOWLEDGE THAT YOU PROVIDE YOUR PERSONAL INFORMATION AT YOUR OWN RISK.

9. Notwithstanding anything to the contrary in this EULA, as between You and First Line:

• • all title to, ownership of and all proprietary rights (including patent rights, copyrights, trade secrets and other intellectual property rights) in and to the Product shall remain vested solely and exclusively in First Line; and
  • all appropriate copyright and other proprietary notices and legends shall be retained on any materials consisting of printable or viewable reports generated by the use of the Product.  Except for your limited rights to access and use the Product as described herein, You shall have no further rights, titles or interests in or to the Product.

10. First Line makes no representations or warranties to You. As between You and First Line, THE PRODUCT IS MADE AVAILABLE ON AN “AS IS,” “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS.  FIRST LINE EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, INTEROPERABILITY AND NON-INFRINGEMENT.

11. Notwithstanding any federal law to that would contravene a limitation of liability, First Line’s liability, if any, to You is limited. FIRST LINE’S ENTIRE AGGREGATE LIABILITY TO YOU, IF ANY, FOR CLAIMS UNDER OR RELATED TO THE SUBJECT-MATTER OF THIS EULA WILL NOT EXCEED THE TOTAL PRICE OF THE PRODUCT PROVIDED PAID OR PAYABLE BY YOU TO FIRST LINE UNDER THIS EULA. FIRST LINE WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES IN CONNECTION WITH THIS EULA, EVEN IF THE DAMAGES WERE FORESEEABLE OR YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. THIS INCLUDES BUT IS NOT LIMITED TO LOSS OF DATA, GOODWILL, USE, OR OTHER INTANGIBLE LOSSES RESULTING FROM YOUR INABILITY TO ACCESS OR COMPLETE THE PRODUCT PROVIDED BY FIRST LINE. YOU COVENANT AND AGREE THAT PROVIDER SHALL NOT HAVE ANY DUTIES, LIABILITIES OR OBLIGATIONS TO YOU. THIS LIMITATION OF LIABILITY APPLIES WHETHER SUCH CLAIMS ARISE UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), EQUITY, STATUTE OR OTHERWISE. NOTHING IN THIS EULA LIMITS OR EXCLUDES ANY LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW.

12. Except as otherwise expressly provided in the EULA, First Line shall not be responsible or liable, directly or indirectly, for any damage or loss incurred or suffered by You or other persons in connection with the access or use of the Product. YOU EXPRESSLY ACKNOWLEDGE AND AGREE, AND YOU HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE AND RELINQUISH ANY CLAIMS, DEMANDS, OR CAUSES OF ACTION AGAINST FIRST LINE TO THE CONTRARY (AND AGREE TO INDEMNIFY FIRST LINE AGAINST THE SAME), THAT FIRST LINE SHALL NOT BE LIABLE TO YOU FOR ANY CLAIMS, DEMANDS, DAMAGES OR CAUSES OF ACTION OF ANY KIND OR NATURE RELATED TO OR ARISING FROM:

• • any modification, suspension or discontinuance of the Product;
  • any loss or damage arising from another user’s negligent or malicious unauthorized use of the Product; or
  • any loss or damage arising from or related to your improper access to or use of the Product.

13. First Line reserves the right to update, amend, modify or supplement the terms and conditions of this EULA at any time and without prior notice. First Line will maintain an up to date version of the EULA via a hyperlink on its website located at https://www.firstlinetech.com/salestc/.

14. Any notices to First Line must be delivered in writing by electronic mail. All notices, requests or other communications required or permitted under EULA shall be in writing and shall be delivered via internet electronic mail as follows: (a) if to You, addressed to the electronic mail address on file with First Line relative to your account registration for the Product, and (b) if to First Line, addressed to the following electronic mail address: sales@firstlinetech.com.com.  All notices, except notices of change of address, shall be deemed given when electronically mailed and notices of change of address shall be deemed given when received.

15. In accessing the Product, You might have access to and become acquainted with information of a confidential, proprietary, or secret nature regarding First Line’s business or proprietary rights (“Confidential Information“). Confidential Information includes, without limitation, all data, information, technology, proprietary information and trade secrets incorporated into the Product. Your obligations under this Section 15 shall survive the expiration or termination of this EULA and shall continue until such time as First Line’s Confidential Information enters the public domain, other than by reason of a breach of this EULA.

16. In the event You breach this EULA, First Line shall have the right, at its sole option, to terminate this EULA or any portion of this EULA, in addition to any other available remedies. Upon the termination of this EULA: (a) your license right to the Product shall cease and You shall no longer be an Authorized User. Termination of this EULA shall not limit either First Line or You from pursuing other remedies available, including injunctive relief, nor shall such termination relieve You from your obligation to pay any fees accrued prior to the termination.

17. The following additional important terms and conditions apply:

• • You shall not sell, assign, sublicense or otherwise transfer, in whole or in part, directly or indirectly, by operation of law, any of your rights or obligations under this EULA without First Line’s prior written consent, which consent may be withheld, delayed or conditioned in First Line’s sole discretion for any reason or for no reason.
  • You acknowledge that the Product are of U.S. origin. As such, You agree to comply with all applicable international and national laws that may apply to the Product, including, without limitation, the EAR and the ITAR. You further agree that you shall not export, re-export, transfer, resell, or otherwise dispose of the Product or any part thereof in violation of any end-user, end-use and destination restrictions issued by the U.S. and other governments. An “export” under this Section 21 shall have the same meaning as defined under 22 C.F.R. § 120.17.
  • If any of the provisions of this EULA shall be found to contravene any binding law or regulation (including any provision in the Federal Acquisition Regulations or other rule promulgated by the General Services Administration), or is found to be invalid or unenforceable by a court of law, it is agreed that the invalidity, unenforceability or illegality of such provision should not invalidate any other provision of this EULA, but this EULA shall be construed as if it did not contain the provision or provisions found to be invalid in the particular jurisdiction(s) concerned, and the rights and obligations of the parties hereto shall continue accordingly in full force and effect.
  • The failure of First Line to take any action under this EULA, or the waiver of a breach of any part of this EULA, shall not affect First Line’s rights to require performance hereunder or constitute a waiver of any subsequent breach. To be valid, a waiver shall be in writing but need not be supported by consideration.
• • Should First Line incur attorneys’ fees or costs in order to enforce this EULA, whether or not a legal action is instituted, First Line shall be entitled to recover its reasonable attorneys’ fees and costs, in addition to all other rights and remedies it may have at law or in equity.
  • This EULA shall be fairly interpreted in accordance with its terms without any strict construction in favor of or against either You or First Line, and ambiguities shall not be interpreted against the drafting party. In interpreting this EULA, the word “or” shall not be construed as exclusive, and the word “including” shall not be construed as limiting.
• • This EULA and any claims arising out of this EULA shall be governed by and construed in accordance with the substantive laws of the Commonwealth of Virginia of the United States, without regard to conflicts of law principles. The parties irrevocably and unconditionally consent to the exclusive jurisdiction of the Fairfax County Circuit Court, Fairfax, Virginia or the U.S. District Court for the Eastern District of Virginia, Alexandria, Virginia and hereby irrevocably and unconditionally waive any defense or objection, whether procedural or otherwise, based upon lack of personal jurisdiction, inconvenient forum or the like.  EACH PARTY HEREBY WAIVES ITS RIGHT TO A JURY TRIAL IN ANY COURT ACTION ARISING BETWEEN THE PARTIES, AND WHETHER MADE BY CLAIM, COUNTERCLAIM, THIRD PARTY CLAIM OR OTHERWISE.
• • You agree that First Line, in compliance with all applicable federal and state laws, shall store and access all User data and information required for the access to the Product and/or User data that may be generated as a result of the relationship between You and First Line, including but not limited to data on purchase, licensed rights, and any after-purchase services. All User data and information disclosed to First Line may also be shared with third parties as First Line deems necessary and appropriate in furtherance of your use of the Product. Furthermore, all User data and information disclosed to First Line may also be disclosed to First Line-affiliated companies for processing at First Line’s discretion, including but not limited to providing services, fulfillment of legal requirements for First Line’s internal audit and/or supervisory requirements, and to improve services or design promotions. First Line shall ensure that all User Data provided to it is protected in accordance with all applicable laws and regulations.

18. This is a complete expression of the entire agreement between First Line and You. This EULA contains the entire agreement of the parties with respect to the subject matter of this EULA and supersedes all previous or contemporaneous communications, representations, understandings and agreements, either oral or written, between the parties with respect to said subject matter.