GXP OpsView Terms and Conditions

I. General

  1. Prices. Prices are in U.S. Dollars, firm for thirty (30) days unless otherwise noted. Prices are exclusive of any applicable sales and use taxes,
    withholding taxes, service taxes, value added taxes, goods and services taxes, applicable export and import fees, import, export and excise duties,
    customs duties, and similar charges and are payable by the Buyer.
  2. Purchase Orders. Orders, to which these terms and conditions pertain, shall outline any software, hardware, services or other goods that BAE Systems is to provide to Buyer for payment, can be sent via email, fax or direct mail. Orders shall be made out to Critical Response Group Inc, an authorized value-added reseller of BAE Systems GXP software. The mailing address is: 

Critical Response Group, Inc.

PO Box 831
Island Heights, NJ 08732
  1. Payment Terms. Net thirty (30) days, unless otherwise noted. Orders must be fully funded. Payment for training services is required net thirty (30) days from the BAE Systems invoice date. Payments are to be made to Critical Response Group, Inc, an authorized value-added reseller of BAE Systems GXP software. Payments can be made by check to:

Critical Response Group, Inc.

PO Box 831
Island Heights, NJ 08732
  1. Independent Contractors. The relationship of BAE Systems and Buyer established by this Quote, a subsequent Order, or any applicable agreement is that of an independent contractor and no employment, agency, trust, partnership or fiduciary relationship is created by the applicable Terms and Conditions.
  2. Export Control/ Classified Deliverables. Your Quote may reference commercial software products (“Software”) and/or engineering, development, or training services (“Services”) subject to U.S. Export Licensing Regulations. Export of such Software or Services is governed by the Export Administration Regulations (EAR) and/or the International Traffic in Arms Regulations (ITAR). Export of such Software or Services to a non-U.S. person/entity may not be made without the proper prior authorization of the U.S. Government. Violations may result in administrative, civil or criminal penalties. The ECCN or USML (United States Munitions List) Category may be provided upon the Buyer’s request. Classified Software or Services must be used for the performance of tasks or services essential to the fulfillment of a classified prime contract, or subcontract. Buyers of classified Software or Services certify that the classified deliverables will be used accordingly. Use of classified deliverables is governed by DoD 5220.22-M, National Industrial Security Program Operating Manual and/ or other applicable U.S. Government regulations on the use and protection of classified data.
  3. Applicable Terms and Conditions. The terms and conditions noted in this Quote and the associated Software License Agreement, Professional Services Agreement, Upgrade Entitlement Policy Overview, Maintenance Support Services, Subscription Agreement or third party agreement, where applicable, (“Terms and Conditions”) will be the only Terms and Conditions applicable to any resultant Order. Any Order received attempting to change, add to, or amend the standard BAE Systems Terms and Conditions will be deemed unacceptable and will be returned to the Buyer, unexecuted by BAE Systems. Buyer’s issuance of an Order shall be deemed express acceptance of all applicable Terms and Conditions.
  4. Warranty. EXCEPT AS OTHERWISE AGREED TO, BAE SYSTEMS DISCLAIMS ALL WARRANTIES, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE EXCEPT TO THE EXTENT THAT ANY WARRANTIES IMPLIED BY LAW CANNOT BE VALIDLY WAIVED.
  5. Limitation of Liability. EXCEPT AS OTHERWISE AGREED, BAE SYSTEMS LIABILITY SHALL NOT EXCEED THE VALUE OF THE ACCEPTED ORDER FOR WHICH ANY CLAIM OF LOSS OR DAMAGE AROSE. UNDER NO CIRCUMSTANCES SHALL BAE SYSTEMS, IT’S DIRECTORS, OFFICERS, AGENTS, EMPLOYEES, CONSULTANTS, OR SUBCONTRACTORS BE LIABLE FOR ANY, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES, LOSS OF GOOD WILL OR BUSINESS PROFITS, WORK STOPPAGE, DATA LOSS, ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSS, OR EXEMPLARY OR PUNITIVE DAMAGES ARISING FROM THIS SALE OF SOFTWARE OR SERVICES TO BUYER.
  6. Indemnification. Except as otherwise agreed, Buyer agrees to indemnify, defend and save harmless BAE Systems, including its parent corporations, affiliates, and subsidiaries, from and against any and all third party claims and related liability for bodily injury to persons (including death) or damage to or loss of tangible personal property to the extent caused by the negligent acts, omissions, or misrepresentations of Buyer, its Consultants, agents or employees, including any and all expense and cost, legal or otherwise, incurred by BAE systems in the defense of any claim, demand or action arising out of any BAE Systems’ delivery to Buyer; provided, however, that Buyer shall not be liable for injury to persons or damage to or loss of property caused by the sole negligence of BAE Systems.
  7. Severability. It is the intent of the parties that in case any one or more of the provisions contained in this Quote, or any other applicable agreement, shall be held to be invalid or unenforceable in any respect, such invalidity or unenforceability shall not affect the other provisions of this Quote or any other applicable agreement, and this Quote or any other applicable agreement shall be construed as if such invalid or unenforceable provision had never been contained herein.
  8. Waiver. If BAE Systems should waive any breach of any provision of this Quote, or any other agreement, it shall not thereby be deemed to have waived any preceding or succeeding breach of the same or any other provision of the Quote or applicable agreement.
  9. Force Majeure. Any delay or nonperformance of any obligation anticipated by this Quote, required by an Order, or outlined in the applicable Terms and Conditions caused by conditions beyond the reasonable control of BAE Systems shall not constitute a breach of this Quote. A subsequent Order, or applicable agreement, and the time for performance of such obligation, if any, shall be deemed to be extended for a period equal to the duration of the conditions preventing performance.
  10. Governing Law. The transaction and all actions arising there from shall be governed by the laws of the State of California, USA without regard to principals of conflicts of law. Each of the parties hereto agrees that any litigation with respect to this transaction or actions arising therefore shall be brought only in a federal or state court of competent jurisdiction located in the Counties of Southern California, and the parties agree to submit to the jurisdictions of such courts. The provisions of the International Sale of Goods Act and the United Nations’ Convention for Contracts on the International Sale of Goods are hereby excluded and shall not apply.
  11. Confidentiality. BAE Systems considers this Quote to be proprietary and confidential information. Except as required by law, no public release of any information, or confirmation or denial of same, with respect to this Quote or subsequent Order or the subject matter thereof, shall be made by Buyer without the prior written approval of BAE Systems.

II. Software: If the Quote and subsequent Order will include the delivery of Software, the following conditions also apply:

  1. Use of Software. Use of Software is subject to the terms and conditions of the standard BAE Systems Software License Agreement(s) applicable to the Software being delivered, which is hereby incorporated by reference and made part of this Quote. See also, geospatialexploitationproducts.com/license-agreements. It is the sole obligation of the Buyer to read and understand the applicable BAE Systems Software License Agreement before submitting an Order and the Buyer’s submission of the Order shall be deemed to be express acceptance of the BAE Systems Software License Agreement(s). If the Buyer intends to procure only Software on behalf of an end user without first integrating it into a larger end-product, system, package, solution, or kit, Buyer must receive written approval from BAE Systems prior to any transfer of the Software to the end user. In such an instance, Buyer shall have no right to use the Software and shall flow the standard BAE Systems Software License Agreement to the end-user, who must accept its terms and conditions and who will be considered the licensee for the purposes of the BAE Systems standard Software License Agreement.
  2. Access to Software. Use of and access to the Software is strictly limited to the number of licenses purchased, as reflected in the Quote and Order, whether the Software is accessed via a physical or virtual machine (including, but not limited to, computers, processors, servers, terminals, software-based virtual servers or computers, internet or cloud-based servers or computers). For avoidance of doubt, a separate license must be purchased for each instance of a virtual machine on which Software operates. It is understood that failure to comply with this provision is a material breach of the Terms and Conditions and may result in immediate termination of the Software License Agreement(s)
  3. Virtual Machine License Keys. Temporary license keys will be issued in instances where use of Software will be operated on a virtual machine (“VM License Key”).
  4. License Duration. Temporary licenses will be issued at the time of order placement. Permanent licenses will be issued only after payment is made in full.
  5. Upgrade Entitlement; Maintenance
    1. For additional payment, Upgrade Entitlement (“UE”) services may be provided as stated in UE Policy Overview. See www.geospatialexploitationproducts.com/content/upgrade-entitlement. For avoidance of doubt, UE services are only applicable to BAE Systems’ GXP products.
    2. UE is not discountable. The period of performance for the UE is one year. Subscription fee(s) are payable yearly in advance of period of performance commencement. (FAR 52.232-12 (a)).
    3. The period of performance for UE commences 91 days after factory shipment of the Software, unless otherwise agreed to by BAE Systems.
    4. A reinstatement fee will be charged for all new and renewal upgrade entitlement (UE) orders received after existing warranty and entitlement expiration dates. This reinstatement fee is in addition to the entitlement fee. The new entitlement UE date will start one day after the last warranty and UE date has expired. UE renewal orders and the associated fee(s) must be received by the UE expiration date to avoid reinstatement penalties. Orders are subject to ten percent (10%) of reinstatement penalty fees for each month beyond the UE expiration date (i.e., less than thirty (30) days late is subject to a ten percent (10%) penalty fee; beyond thirty (30) days late is subject to a twenty percent (20%) penalty fee, past sixty (60) days late subject to a thirty percent (30%) penalty fee, etc.). Orders received greater than ten (10) months beyond the entitlement expiration date are subject to a one hundred percent (100%) of the reinstatement fee and retroactive UE subscription.
    5. Issuance of Software Keys. For all purposes. including, but not limited to, expiration of VM License Key and transfer of Software, a UE is required in order to issue a replacement software license key, whether the replacement key is for a physical machine or virtual machine, and whether the license duration is temporary or permanent.
    6. For additional payment, and where applicable, Maintenance services may be provided for BAE Systems’ SIG products as stated in Maintenance Support Services. See www.geospatialexploitationproducts.com.
    7. In connection with UE, Maintenance, classified software licenses and other work as may be required, BAE Systems must be provided with reasonable access, both physical and virtual, to any premises, systems, facilities and Software, as necessary, including, but not limited to, assisting with necessary authorizations, security clearances (ex. DD254) and consents, whether from third parties or otherwise.
  1. Software Documentation is on CD ROM, consisting of PDF versions of the User Manual and System Administrator Manual, together with BAE Systems Help. Customers also have access to frequently asked questions (FAQ’s) and a discussion forum at www.baesystems.com/gxp. Before purchasing new hardware to run GXP applications, customers should visit www.baesystems.com/gxp, for information about suitable computer configurations and, in particular, the range of graphics cards that are supported for stereoscopic viewing.

III. Hardware. If the Quote and subsequent Order include the delivery of Hardware, the following terms and conditions apply:

  1. Hardware warranties will be offered on a case-by-case basis, and will be based solely on the manufacturer’s warranties, if any. Warranties of Hardware currently offered by the Original Equipment Manufacturers (OEMs) shall pass to the Buyer and shall be the Buyer’s sole and exclusive remedy to correct deficiencies in the Hardware. BAE SYSTEMS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE. BAE Systems makes no warranties regarding any portion of any hardware deliverable developed by Buyer or by any third party, including any third party software, hardware or other third party products provided by BAE Systems.
  2. Any Services provided are subject to the terms and conditions of the standard BAE Systems Professional Services Agreement, which is hereby incorporated by reference and made part of this Quote. See www.geospatialexploitationproducts.com. It is the sole obligation of the Buyer to read and understand the applicable BAE Systems Professional Service Agreement before submitting an Order and the Buyer’s submission of the Order shall be deemed to be express acceptance of the BAE Systems Professional Service Agreement.

IV. System Integrators. If the Quote and subsequent Order includes the delivery of Software or Hardware to a Buyer, who will then install, integrate, incorporate, or otherwise make the deliverable part of an end-product, system, package, solution, or kit, they will be considered a System Integrator and the following terms and conditions apply:

  1. Any Services provided are subject to the terms and conditions of the standard BAE Systems Professional Services Agreement, which is hereby incorporated by reference and made part of this Quote. See www.geospatialexploitationproducts.com. It is the sole obligation of the Buyer to read and understand the applicable BAE Systems Professional Service Agreement before submitting an Order and the Buyer’s submission of the Order shall be deemed to be express acceptance of the BAE Systems Professional Service Agreement.
  2. System Integrator Requirement. Buyer shall have no right or license to sell BAE Systems’ Software or delivered Hardware on a stand-alone basis.
    Buyer agrees that it is seeking this Quote for an identified opportunity and that BAE Systems’ Software and/or delivered Hardware (in the aggregate)
    will not constitute more than seventy-five percent (75%) of the Buyer’s end-product, system, package, solution, or kit.

V. Foreign Orders.

  1. Foreign Corrupt Practices Act. The Buyer understands that BAE Systems will not tolerate corruption in its dealings with governmental or private customers. By issuing an Order against the Quote, Buyer confirms its understanding of the Foreign Corrupt Practices Act (the “FCPA”) (15 U.S.C. Section 78dd-1, et. seq.), as amended. Additionally, Buyer represents, warrants, and covenants that it shall comply fully with the FCPA. Buyer further represents, warrants, and covenants that it has not and will not, directly or indirectly, pay, promise or offer to pay, or authorize the payment of, any money or give any promise or offer to give, or authorize the giving of anything of value, to:
    1. an officer, employee, agent or reseller of any government, including any department, agency, or instrumentality thereof or any person acting in an official capacity therefor or on behalf thereof,
    2. a candidate for political office, any political party or any official of a political party;
    3. or any other person or entity while knowing or having reason to know that all or any portion of such payment or thing of value will be offered, given or promised, directly or indirectly, to any of the foregoing persons, for the purpose of influencing any act or decision of such government official, political party, party official, or candidate in his or its official capacity, including a decision to do or omit to do any act in violation of the lawful duty of such person or entity, or inducing such person or entity to use his or its influence with the government or instrumentality thereof to affect or influence any act or decision of such government or instrumentality, in order to assist Buyer or BAE Systems in the promotion, marketing, or sale of any deliverable provided under this Quote, subsequent Order, or any applicable agreement.

VI. Subscriptions. If the Quote and subsequent Order includes a subscription-based access to and/or use of Software and related services, the terms and conditions of the standard BAE Systems Subscription Agreement are applicable. See: www.geospatialexploitationproducts.com