NC Software Solutions
STANDARD TERMS AND CONDITIONS
This document defines the standard terms and conditions of NC Software Solutions® (NCSS) and its product and service offerings, included but not limited to NC Transform® (NCT), Machine Communication System (MCS), NC Tool Comp (NCTC), and Tool Assembly Control® (TAC). These standard terms apply in addition to any terms included in individual agreements / purchase contracts. If the standard terms conflict with the specific terms included in the agreement, NCSS will solely determine which term is to be given priority. Any party, whether a paying client or not, who uses NCSS product or service shall be referred to as ‘Client’ for the purpose of this document.
STANDARD GENERAL TERMS AND CONDITIONS
Last Updated: January 6, 2026
USE OF EQUIPMENT AND FACILITIES. The product installation will require a software configuration on each machine. NCSS will aid in the software installation and configuration under the direction of the customer. No changes to the machine will be made without the consent of the customer. As such the customer assumes all risk associated with the software and hardware installation.
WARRANTY. NC Software Solutions, LLC warrants that its products and services will be of professional quality and will conform to generally accepted data processing standards; and its personnel shall be competent and qualified to perform the tasks to which they are assigned. NCSS warrants that the final delivered products will work and function as intended when they are used in conjunction with standard manufacturing practices. Any issues or deficiencies to the product will be promptly addressed and updates will be made available for a period of 1 year after final delivery.
LIMIT OF LIABILITY. The customer assumes all risks associated with the installation and use of any products and/or services provided by NCSS. Under no conditions will NCSS, its employees, or contractors be liable for any loss, including money, time, lost revenue or profits, injury, or consequential damages which may arise from the execution of this project or the use of any delivered products or services. NCSS assumes no liability for cost related to part and/or machine damage regardless of determined fault.
INDEMNIFICATION. The customer agrees to indemnify and defend NC Software Solutions, LLC against all claims, causes of action, damages, judgments, costs, or expenses, including attorney fees and other litigation costs, which may in any way arise from use of the customer’s equipment and facilities.
OWNERSHIP. All software, source code, electronic data and other documents or information generated or disclosed by NC Software Solutions, LLC, and all related intellectual property will remain the property of NC Software Solutions, LLC.
MACHINE(S). All machines upon which any NCSS software is to be installed:
IN WRITING. All changes to the terms of an agreement between the client and NCSS shall be made in writing.
CHANGES. Changes to process or specifications during implementation will be considered a change of scope and may generate time delays and/or cost adjustments.
PAYMENTS made are non-refundable.
CLIENT RESPONSIBILITIES. Client is responsible for providing any necessary information, licenses, permits, or machine access required to complete the outlined work. Client will also have assigned an NC programmer(s), machine operators, Tooling, Quality, Manufacturing Engineers, maintenance personnel and IT resources to support activities and installation as required.
OWNERSHIP OF DATA. Data collected by NCSS processes from the client will remain as the client’s intellectual property. All software rights remain the property of NC Software Solutions.
SUBSCRIPTION TERM
ANNUAL LICENSE & SUPPORT (ALC) RENEWAL
EXPIRATION OF SUBSCRIPTION. If the subscription or ALC is not renewed:
PAYMENT TERMS
LATE OR FAILED PAYMENT
NON-PAYMENT TERMINATION. If payment remains outstanding 30 days past due, NCSS may:
REACTIVATION. Reactivation requires:
USAGE-BASE BILLING & AUDIT RIGHTS. Where pricing is based on usage, seats, machine count, or data throughput:
COLLECTIONS & LEGAL COSTS. Client agrees to pay all collection costs including:
LICENSE ENFORCEMENT. Unauthorized use – including use after subscription expiration or suspension – is prohibited and constitutes:
NO REVERSE ENGINEERING. Client shall not copy, modify, decompile, disassemble, analyze, or reverse engineer any NCSS software or attempt to derive its source code.
EXPORT CONTROL COMPLIANCE. Client shall comply with all applicable export laws including U.S. Export Administration Regulations (EAR). Software may not be exported to transferred to embargoed countries, restricted parties, or prohibited end users.
DATA BREACH & CYPERSECURITY LIMITATION. NCSS employs industry-standard security practices; however:
TERMINATION EFFECTS. Upon termination or non-renewal:
WARRANTY. NC Software Solutions, LLC warrants that its products and services will be of professional quality and will conform to generally accepted data processing standards; and its personnel shall be competent and qualified to perform the tasks to which they are assigned. NCSS warrants that the final delivered products will work and function as intended when they are used in conjunction with standard manufacturing practices. Any issues or deficiencies to the product will be promptly addressed and updates will be made available for a period of 1 year after final delivery.
LIMIT OF LIABILITY. The customer assumes all risks associated with the installation and use of any products and/or services provided by NCSS. Under no conditions will NCSS, its employees, or contractors be liable for any loss, including money, time, lost revenue or profits, injury, or consequential damages which may arise from the execution of this project or the use of any delivered products or services. NCSS assumes no liability for cost related to part and/or machine damage regardless of determined fault.
INDEMNIFICATION. The customer agrees to indemnify and defend NC Software Solutions, LLC against all claims, causes of action, damages, judgments, costs, or expenses, including attorney fees and other litigation costs, which may in any way arise from use of the customer’s equipment and facilities.
OWNERSHIP. All software, source code, electronic data and other documents or information generated or disclosed by NC Software Solutions, LLC, and all related intellectual property will remain the property of NC Software Solutions, LLC.
MACHINE(S). All machines upon which any NCSS software is to be installed:
- Customer is responsible for all machine issues and corrections.
- Machine and host computer must be connected to intranet. All network installation and configuration are the responsibility of the customer.
- Any hardware, licensing and/or software required for the installed machine is the responsibility of the customer.
- All manuals, specifications, and API software / documentation (as required) must be made available to the NCSS team.
- Machine will be available, with qualified operator, for reasonable amounts of time for testing and implementation as required.
- NC Transform or other NCSS software as applicable:
- Must be in good working order, with the ability, fixtures, and tooling to securely hold parts and capable of producing conforming parts.
- Must have an industry standard supported machine probe methodology.
IN WRITING. All changes to the terms of an agreement between the client and NCSS shall be made in writing.
CHANGES. Changes to process or specifications during implementation will be considered a change of scope and may generate time delays and/or cost adjustments.
PAYMENTS made are non-refundable.
CLIENT RESPONSIBILITIES. Client is responsible for providing any necessary information, licenses, permits, or machine access required to complete the outlined work. Client will also have assigned an NC programmer(s), machine operators, Tooling, Quality, Manufacturing Engineers, maintenance personnel and IT resources to support activities and installation as required.
OWNERSHIP OF DATA. Data collected by NCSS processes from the client will remain as the client’s intellectual property. All software rights remain the property of NC Software Solutions.
SUBSCRIPTION TERM
- NCSS software is licensed on an annual subscription basis.
- The license grants use of the software for the period covered by the paid subscription.
- Subscription begins on the date of activation and continues for one year unless otherwise stated.
ANNUAL LICENSE & SUPPORT (ALC) RENEWAL
- Each NCSS product requires an Annual License & Support Contract (ALC) to continue using the software.
- ALC includes:
- Continued usage rights for the upcoming year
- Technical support
- Software updates and new versions as they become available
- Migration assistance
- ALC must be paid prior to the renewal date to avoid interruption of service. Failure to renew ALC results in automatic expiration of all software usage rights.
EXPIRATION OF SUBSCRIPTION. If the subscription or ALC is not renewed:
- All software access is disabled
- Client’s license immediately terminates
- Client must uninstall and cease use of all NCSS software
- Reinstatement requires payment of:
- The current-year subscription
- Any applicable reactivation fees
PAYMENT TERMS
- Invoices are due Net 30 unless otherwise specified.
- Subscriptions must be paid in advance for the period of use.
LATE OR FAILED PAYMENT
- Past-due amounts accrue 1.5% monthly interest (18% annually) or the maximum allowed by law.
- NCSS may suspend licenses, support, and updates 15 days past due.
NON-PAYMENT TERMINATION. If payment remains outstanding 30 days past due, NCSS may:
- Terminate all licenses
- Disable all software access
- Cancel support
- Accelerate remaining amounts due under any agreement
REACTIVATION. Reactivation requires:
- Full payment of all outstanding amounts
- Applicable interest
- Reactivation fees
- Payment of the full current subscription term
USAGE-BASE BILLING & AUDIT RIGHTS. Where pricing is based on usage, seats, machine count, or data throughput:
- NCSS metering and license mechanisms determine usage
- Overage usage is billable
- Client must dispute invoices within 10 days
- NCSS retains audit rights to verify compliance
COLLECTIONS & LEGAL COSTS. Client agrees to pay all collection costs including:
- Attorney fees
- Court fees
- Third-parts collection costs
LICENSE ENFORCEMENT. Unauthorized use – including use after subscription expiration or suspension – is prohibited and constitutes:
- Immediate license termination
- Invoice acceleration
- Legal action and recovery of damages
NO REVERSE ENGINEERING. Client shall not copy, modify, decompile, disassemble, analyze, or reverse engineer any NCSS software or attempt to derive its source code.
EXPORT CONTROL COMPLIANCE. Client shall comply with all applicable export laws including U.S. Export Administration Regulations (EAR). Software may not be exported to transferred to embargoed countries, restricted parties, or prohibited end users.
DATA BREACH & CYPERSECURITY LIMITATION. NCSS employs industry-standard security practices; however:
- NCSS is not liable for cyberattacks, ransomware, network intrusion, or third-party hosting failures
- Client is responsible for securing its machines, networks, backups, and authentication systems.
TERMINATION EFFECTS. Upon termination or non-renewal:
- All software access ceases immediately
- Client must uninstall all licensed software
- NCSS is not obligated to provide support or updates
- Al outstanding balances become immediately due
- Ownership, liability, payment, and enforcement clauses survive termination