Last Updated: July 21, 2025

These General Terms and Conditions ("Terms") apply to all services and goods ("Offerings") provided by Emergent Solutions LLC ("Emergent," "we," "us") to the customer ("Customer," "you"). By engaging with Emergent for any Offerings, you agree to these Terms.

1. Application & Agreement

• These Terms govern all contracts for our Offerings. Any deviation or amendment requires written agreement between Emergent and the Customer.

• A contract is formed when Emergent provides written confirmation of your order or agreement to provide services.

2. Services & Goods

• Emergent provides creative services, data integration software, and analytics software as specified in your quote or statement of work.

• Any software is provided "as is" without warranty, except as explicitly stated in a separate Software Subscription and Service Level Agreement.

• You agree to use our Offerings only for their intended purpose and not to resell, sublicense, reverse engineer, or modify them without our written consent.

3. Intellectual Property

• All intellectual property rights related to Emergent's Offerings belong to Emergent. You do not acquire ownership rights by using our Offerings.

4. Fees & Payment

• Fees for Offerings are as specified in your quote or invoice.

• All prices exclude taxes, duties, and customs charges, which are your responsibility.

• Failure to pay within agreed terms may result in suspension of services or termination of the agreement.

5. Confidentiality

• Both parties agree to keep confidential all non-public information received from the other, using it only for the purpose of the agreement. Exceptions apply for legally compelled disclosures.

6. Limitation of Liability & Indemnification

• Neither party is liable for indirect or consequential damages, except for breaches of confidentiality, gross negligence, or willful misconduct.

• Emergent's total liability will not exceed the amount paid by you for the specific Offering giving rise to the liability.

• You agree to indemnify Emergent against third-party claims arising from your breach of these Terms or negligent actions.

7. Delivery & Risk (for Goods)

• Delivery dates are approximate. Emergent is not liable for delays caused by you or Force Majeure events.

• Risk of loss or damage to goods passes to you upon completion of loading for collection or when handed to the courier for delivery to you.

• You are responsible for all costs related to goods from the time of deemed delivery, including duties, taxes, and customs charges

• Visible damage to goods must be reported to the carrier and Emergent within 24 hours of arrival.

• You must examine all goods upon receipt and notify Emergent of any defects or inconsistencies within 5 business days of delivery.

8. Warranty (for Goods)

• Hardware manufactured by Disguise Technologies Limited (now Emergent) is warranted against defects in materials and workmanship for 24 months from delivery.

• Accessories, spare parts, and 'b stock' goods are warranted for 12 months.

• Certified pre-owned goods are warranted for 90 days.

• Software is provided "as is" without warranty.

• Warranties are voided by unauthorized removal of tamper-proof labels, misuse, modification, or use outside specifications. 

• Warranty claims must be notified within 5 business days for defects discoverable upon examination, or 7 business days for hidden defects.

9. Returns & Cancellations

• Goods may only be returned with Emergent's written authorization.

• Accepted orders are binding and generally cannot be canceled without Emergent's written agreement.

10. Governing Law & Jurisdiction

• These Terms are governed by the laws of the State of Florida.

• The parties submit to the exclusive jurisdiction of the courts of the State of New York and federal courts located therein.

11. Force Majeure

• Neither party is liable for delays or failures due to events beyond their reasonable control (e.g., acts of God, war, epidemics). 

• The impacted party must notify the other and work to mitigate the event's effects. 

• If a Force Majeure event continues for over 30 days and materially affects performance, either party may terminate the affected order.

12. Sanctions Policy

• You shall not engage in transactions with sanctioned entities or jurisdictions (e.g., Russian Federation) or sell goods for use in such regions, and must ensure compliance throughout the commercial chain.

• Violations constitute a material breach, allowing Emergent to terminate agreements and seek indemnification..