ARTICLE ONE: PROFESSIONAL SERVICES

 1.1 Professional Services (“Services”).

 Professional Services are services provided to Customer including but not limited to: consulting, staff augmentation, on-going operational expertise, task execution, task completion, documentation creation, documentation editing, attending in person meetings, attending conference calls, attending Web meetings, warehousing, integration, design, installation, configuration, support, project management and other services performed by Company’s employees, agents, subcontractors, consultants and representatives, as detailed in a Statement of Work (“SOW”) and governed by the Master Professional Services Agreement (“MPSA”) or Master Services Agreement (“MSA”).

1.2 SOWs.  

Under the terms, Customer may choose to purchase Services by executing a SOW. Customer may initiate an unlimited number of SOW’s, each of which will be incorporated herein once executed by both Parties. Changes to any SOW may be made only upon the mutual written agreement of the Parties through a Change Order. The Change Order shall detail the estimated costs using the same or similar methods to those used in the SOW. No changes or additions shall be implemented until both Parties execute the Change Order.

1.3 Personnel.

 Company shall provide the necessary skilled personnel to perform the Services described in the applicable SOW. Company reserves the right to change assigned personnel as required by its business needs and consideration or as otherwise to complete the Services.

1.4 Customer Responsibilities.

 Customer shall support the activities of Company in any reasonable technical, administrative, and commercial way and shall provide Company with any documentation, statements, and credentials necessary for Company to perform the Services. Customer shall also be responsible to satisfy certain prerequisites before work by Company can begin as set forth in the applicable SOW or Service Order. Company shall not be responsible for delays caused by Customer.

1.5 International Services.

 Services may be provided internationally in certain cases, details of which shall be more fully described in an applicable SOW.

ARTICLE TWO: HARDWARE AND SOFTWARE

 2.1 Product Sales.

Company issues Customer a sales proposal or a quote for product (a “Sales Proposal”), which shall be accepted by Customer when the Customer does any of the following, whichever occurs first: (i) signs the Sales Proposal and product (or access credentials) is shipped, emailed or electronically delivered from origin or; (ii) accepts the access credentials and/or Products at the Customer destination address; or (iii) issues a PO authorizing sale and product is shipped from origin. Software is deemed accepted and title passes to Customer once Software is sent to Customer or a Software Subscription begins. This shall occur electronically unless expressly stated otherwise in a Sales Proposal. Where software is delivered in hard copy such as (bundled hardware and software, disks, tapes, etc.), it shall be deemed accepted as soon as the software leaves the Point of Shipping.

2.2 Domestic Shipment.

 Products will ship to Customer directly from the manufacturer of the Products, an authorized distributor of the Company, or from the Company’s third party warehouse or Company’s integration center, collectively, the “Shipping Point.” All title, risk of loss, damage, or destruction to the Products shall pass to Customer as soon as the Products leave the manufacturer. The Company reserves the right, in its sole discretion, to select the means of shipment, Shipping Point, and routing. 

2.3 Returns.

 Returns are only granted if: (i) the hardware is damaged; (ii) breach of manufacturer’s warranty, or (iii) the Product is errant, all of which require compliance with and acceptance by manufacturer specifications. Software may not be returned. Credits will be applied and if approved by Company refunds will be given.

 2.4 Cancellations.

The Company has the right to cancel any orders placed for any Products listed at an incorrect price or shown with incorrect information, whether due to typographical error or otherwise, and whether or not Customer’s order was accepted.

 2.5 Maintenance Services for Product.  

Maintenance Services may be available from the Product manufacturer. Where Customer purchases such services from Company, Company shall pass through the Maintenance Contract directly to Customer, and all terms and conditions of the Maintenance Services contract shall apply. Company shall not be liable for any deficiencies, breaches, or other issues with the Maintenance Services, and Customer shall look solely to the manufacture or Maintenances Service Provider for remedy.

 2.6 Termination.

 Customer may terminate any SOW or Customer PO with 60 days’ written notice to Company. Additionally, if approved by the OEM supplier, Company shall refund any unused pre-paid fees for the Product and Services within 10 business days of Company receipt of refund funds net of any restocking or return fees.

ARTICLE THREE: WARRANTIES; LIABILITY

 3.1 Services Warranty.

 Company represents and warrants that: (i) the Services delivered to Customer pursuant to the applicable SOW or Service Order shall conform and perform in all material respects to the specifications described in to the applicable SOW or Service Order; (ii) Company shall perform all Services hereunder consistent with or exceeding customary industry standards; and (iii) Company’s Services shall not infringe the intellectual property rights of Customer or any third party in its performance of Services. In order to receive any warranty remedies, Customer must report deficiencies in the Services within thirty (30) days of completion of those Services. For any breach of the above warranties, Customer’s exclusive remedy, and Company’s entire liability, shall be the re-performance of the Services. If Company is unable to perform the Services as warranted, Customer shall be entitled to a credit for the fees paid to Company for the deficient Services.

 3.2 Product Warranty.

 Warranty and warranty information, if applicable, are provided by the manufacturer of the Products, which shall pass to the Customer upon acceptance of the Products. While the Company tries to ensure the accuracy and completeness of its Products, the Company is not responsible for manufacturer’s errors.

 3.3 Warranty Disclaimers.

 a) Services Warranty Disclaimer.

 EXCEPT AS EXPRESSLY

 SET FORTH HEREIN AND TO THE EXTENT PERMITTED BY LAW, COMPANY DOES NOT MAKE ANY WARRANTY OR REPRESENTATION FOR SERVICES PROVIDED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A SPECIFIC PURPOSE.

 b) Product Warranty Disclaimer.

 EXCEPT FOR THE MANUFACTURER’S WARRANTY, IF ANY, AND TO THE EXTENT PERMITTED BY LAW, THE PRODUCTS SOLD HEREUNDER ARE PROVIDED “AS IS” WITHOUT WARRANTY, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE, OR PRODUCT NON-INFRINGEMENT.

 3.4 Customer’s Representations.

 Customer represents and warrants to the Company that: (i) the person signing any MPSA, MSA, SOW, quote or Services order is duly authorized to act on behalf of Customer; (ii) Customer’s execution of these terms and conditions will not violate any provision or law of its governing, organizational documents, or result in the breach of any agreement to which the Customer is a party; and (iii) Customer is the end-user of the Products. Customer acknowledges and agrees that the Company’s performance is dependent on the Customer’s timely and effective satisfaction of all of Customer’s responsibilities hereunder and timely approvals by Customer. The Company is entitled to rely on all approvals of Customer in connection with the products provided hereunder.

 3.5 Indemnification.

 Each Party (an “Indemnifying Party”) will defend (or settle), at its expense, any action brought against the other party (an “Indemnified Party”) by a third party to the extent that it is based upon a claim for bodily injury, personal injury (including death) to any person, or damage to tangible property, resulting from the grossly negligent acts or omissions or malicious misconduct of the Indemnifying Party or its personnel hereunder, and will pay any costs, damages and reasonable attorney’s fees attributable to such claim that are awarded in final judgment against the Indemnified Party (or are payable in settlement by the Indemnified Party); provided that the Indemnified Party: (i) promptly notifies the Indemnifying Party in writing of the claim; (ii) grants the Indemnifying Party sole control of the defense and settlement of the claim; and (iii) provides the Indemnifying Party, at Indemnifying Party’s expense, with all assistance, information and authority reasonably required for the defense and settlement of the claim. The Indemnifying Party will have no obligation under this provision to the extent any claim is based on the negligent acts or willful misconduct of the Indemnified Party or its employees or subcontractors.

 3.6 Limitation of Liability.

 UNDER NO CIRCUMSTANCES SHALL COMPANY, OR ITS RESPECTIVE OFFICERS OR AGENTS, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, MISREPRESENTATION, LOSS OF BUSINESS, REVENUE, PROFITS, USE, DATA OR OTHER ECONOMIC ADVANTAGE (EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) AND EVEN IF SUCH DAMAGES WERE FORESEEABLE, ARISING FROM THE USE OF OR INABILITY TO USE THE CUSTOMER’S SYSTEM AND/OR COMPONENTS; OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES, ERRORS, DEFECTS, DELAYS IN OPERATION, TRANSMISSION, OR ANY FAILURE OF PERFORMANCE. IN NO EVENT SHALL ANY LIABILITY EXCEED THE AMOUNT INVOICED UNDER THE APPLICABLE SALES PROPOSAL OR SOW.

ARTICLE FOUR: INVOICING AND PAYMENT

 4.1 Invoicing and Payment.

 Customer shall be invoiced for Product as soon as it ships from the manufacturer or distributor. For Services with Fixed-Price fees, Company shall invoice Customer upon completion of billable milestones as defined in the applicable SOW or at the end of each billing period based on the percentage of work performed. For Services with T&M SOWs, Company invoices Customer for completed work no more frequently than weekly. Unless otherwise described herein, all invoices are due and payable net 20 days after date of invoice unless otherwise agreed on the signed quote or Customer PO.

 4.2 Incidental Expenses.

 Freight charges may be invoiced separately and at a later date from Product. For any Services where Company incurs travel costs, Customer shall reimburse Company for reasonable, actual travel and out-of-pocket expenses incurred in connection with providing of such Services. Travel and other related expenses shall be billed to Customer once incurred and in no event more than once per month. Invoices for incidental expenses are due and payable net 20 days after date of invoice unless otherwise agreed on the signed quote or Customer PO.

 4.3 Fees on International Transactions.

 Additional fees may apply to Product shipments and Services provided in a country outside the United States, including but not limited to taxes, duties, and subcontractor fees, which shall be the responsibility of Customer. Fees for VAT, import duties, shipping, administrative fees, insurance, freight or tax apply to Products delivered, or Services provided, outside the United States, and are the responsibility of Customer. Some fees are estimated on quotes; final fees will be invoiced.

 4.4 Taxes.

 All prices are based on U.S. dollars unless otherwise specifically agreed to in writing by both parties. Customer shall be solely responsible for the payment of all taxes, including any interest and penalties, in connection with a purchase, including but not limited to any sales, use, excise, value-added taxes (“VAT”), consumption, and other taxes and duties assessed on the Products and Services. All Products and Services under this Agreement are deemed taxable unless Customer provides the Company with a tax exemption certification acceptable to all relevant taxing authorities prior to delivery.

 4.5 Late Payments.

 A service charge equal to 1.5% per month may be assessed on all amounts past due 30 days or more until paid. In its sole discretion and option, Company reserves the right to suspend any Services for payments later than 30 days from due date.

REVISED JUNE 15, 2023