Payment. Customer shall prepay all product costs. ATG will not ship products until payment in full unless ATG approves Customer’s separate credit application.

Any credit card, debit card, virtual corporate credit card or other payment method which charges a fee to ATG for collection will result in an additional charge to Customer of the lesser of 3.5% per transaction, or maximum allowable by law.

The Customer acknowledges that, notwithstanding any other provisions, ATG does not accept “pay-when-paid” terms under any circumstances; payment must be made prior to shipment regardless of whether the Customer has received payment from its own customer or client, if any.

The Customer shall pay all applicable sales and use taxes; if either party is mistaken regarding applicability or rate of taxes, Customer shall pay within ten (10) days of discovery all such taxes and any late payment fees and interest assessed by taxing authorities.

Manufacturer’s Warranties. In the absence of written objections within the vendor’s specified timeframe, the goods shall be deemed accepted. With respect to goods resold by ATG from third party vendors, return policy shall be dictated by that vendor or manufacturer; within three business days of receipt of notice by Customer to ATG, ATG shall either provide a return merchandise authorization number to Customer or state why the goods are not returnable to the vendor. The manufacturer’s separately stated warranties extend directly to Customer. If Customer has a legitimate claim for breach of warranty by the manufacturer of the hardware, Customer shall immediately inform ATG of said claim, and ATG shall help process the claim against the manufacturer on Customer’s behalf. To the maximum extent permitted by law, ATG shall not be liable for indirect, incidental, or consequential damages. Aggregate liability of ATG shall be limited to the total compensation received by ATG from the Customer. For BIMBOX orders, please refer to the separate BIMBOX Warranty for specific warranty terms applicable to those products.

DISCLAIMER OF WARRANTIES BY ATG

ATG MAKES NO, AND HEREBY DISCLAIMS ANY, EXPRESS OR IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO ANY HARDWARE AND MANUFACTURER INSTALLED SOFTWARE RESOLD BY ATG. ANY WARRANTY MADE BY THE MANUFACTURER OR DEVELOPER OF HARDWARE AND OF MANUFACTURER INSTALLED SOFTWARE SHALL PASS DIRECTLY TO CUSTOMER.

Intellectual Property. ATG grants to the Customer a perpetual, non-exclusive, royalty-free, non-transferable (except within Customer’s organization) license to use ATG’s pre-existing materials as incorporated into the deliverables or as necessary to use them. With respect to custom deliverables created specifically for the Customer, such as CAD standards, workflows, or configurations tailored to Customer’s operations, ATG grants to the Customer a perpetual, non-exclusive, royalty-free license to use, modify, and internally reproduce these deliverables for any internal business purposes, including on Customer’s future projects. The Customer may modify or adapt such materials for Customer’s internal use, provided the materials are not sold, sublicensed, or otherwise distributed externally without ATG’s prior written consent. These license rights shall survive the expiration or termination of this Agreement.

Governing Law, Venue, and Jurisdiction. This transaction shall be governed by the laws of the State of Arkansas without regard to its conflict of laws provisions. Any judicial proceeding shall be initiated in Little Rock, Arkansas. The parties waive inconvenient forum as a defense to said action and consent to exclusive jurisdiction in Arkansas.