DELPHINIUM PURCHASE AGREEMENT
This Purchase Agreement is between Delphinium, Inc. and Purchaser identified in invoice.
Definitions
As used in this Agreement, the following terms have the meaning set forth below:
A. Agreement. This document (Purchase Agreement) and the Delphinium End User License Agreement (“EULA”) found at https://delphi-me.com/eula, shall be the only terms and conditions applicable to the purchase of the Delphinium License/subscriptions.
B. Delphinium Product(s). Subscriptions, support services, professional development products, materials and services that may acquire pursuant to this Agreement from Delphi M.E. LLC for its own use (as listed in the above terms of service).
1. Purchase Authorizations
Purchaser identified in invoice represents and warrants that it has complied with all requirements necessary to authorize the execution of all Purchase Agreements with Delphi M.E. LLC and the paying party(ies) is/are authorized to pay on behalf of the Purchaser identified in invoice.
2. Support
Delphi M.E. LLC shall provide user support for Delphinium Products acquired hereunder as set forth in the attached invoice and the Delphinium EULA.
3. Purchase/Price/Delivery/Payment
a. This Agreement is entered into by and between the Purchaser identified in invoice and Delphi M.E. LLC. The Purchaser identified in invoice agrees to purchase Products identified on the attached proposal in the amount indicated in the invoice. The Purchaser identified in invoice is solely responsible for all purchase decisions, including ensuring the compatibility and suitability of all products and subscriptions.
b. The Purchaser identified in invoice hereunder shall pay all applicable local sales and use taxes and/or duties due on purchases. Proof of sales tax exempt status must be on file with Delphi M.E. LLC for any order to be treated as a sales tax exempt transaction.
c. Payment terms under this Agreement are thirty (30) days from the date of this Agreement.
4. Limited Warranty
Reference Delphinium EULA.
5. Delphinium Product Rights
Delphinium Products are considered Delphinium Confidential Information, may contain valuable trade secrets, and are protected by copyright and other intellectual property rights. The Purchaser identified in invoice, as an end user, is authorized to use Delphinium Products subject to the Delphinium EULA and the applicable trademark, copyright and other intellectual property, federal and state laws of the U.S.
6. Indemnification
The Purchaser identified in invoice agrees to indemnify, defend, and hold harmless Delphi M.E. LLC, its subsidiaries, affiliates, directors, officers and employees from any cause of action, damage, costs, liabilities or expenses that arise solely from improper use and operation of the Delphinium Products.
7. Non-assignment of Agreement
The Purchaser identified in invoice shall not assign or otherwise transfer its rights or delegate its obligations hereunder without Delphi M.E.'s prior written consent. Any attempted assignment, transfer, or delegation without such consent shall be void.
8. Limitation of Liability
In no event shall Delphi M.E. LLC be liable for incidental, consequential, indirect, or special damages including, without limitation, lost profits, or revenue.
9. Term of Agreement
The Delphinium EULA and the Delphinium Proposal will govern the term of this Agreement and the use of Delphinium Products.
10. Entire Agreement
This Agreement, including other agreements and documents incorporated herein by reference, constitute the entire understanding and agreement between Delphi M.E. LLC and the Purchaser identified in invoice. Any modifications or amendments to this Agreement must be in writing signed by a duly authorized agent or representative of Delphi M.E. LLC and the Purchaser identified in invoice. Specifically, any contrary, inconsistent, or additional terms incorporated in any other documents will be of no force or affect whatsoever.
11. Termination of Agreement
Either party may terminate this Agreement for material breach. To terminate the agreement, the non-breaching party shall provide written notice of breach to the breaching party. The breaching party shall have thirty (30) days from receipt of the notification to cure said breach. In the event the breach is not cured, the non-breaching party shall give the breaching party formal notification of termination of this Agreement. Upon said notice the due date of all Delphi M.E. LLC invoices shall be accelerated such that they become due and payable as of the date of termination. The obligations of Sections 8, 9, 12 – 14 shall survive termination of this agreement.
12. Governing Law
This Agreement shall be construed and enforced in accordance with the laws of the State of Utah, without regard to its conflicts of laws provisions. Any action or proceeding brought by either party against the other arising out of or relating to this Agreement shall be brought only in a State or Federal court of competent jurisdiction in laws of the State of Utah.
13. Miscellaneous
If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remaining portions of this Agreement shall remain in force and in effect and be construed to best effectuate the intention of the parties upon execution.
The paragraph headings contained herein are for reference only. The waiver of one default shall not waive subsequent defaults of the same or different kind.
14. Renewals
This Agreement shall not bind, nor purport to bind, the Purchaser identified in invoice for any contractual commitment in excess of the original Agreement period as indicated in the invoice. However, at the end of the Agreement, the Purchaser identified in invoice may renew this Agreement under the terms and conditions described herein by paying a new invoice. Such renewal shall be made by mutual agreement and can be rejected at the sole discretion of the Purchaser identified in invoice. Renewed contracts may be subject to potential cost adjustments. The period and price of the renewed agreement shall be indicated in the new paid invoice.