This documents set forth the terms and conditions of sale and/or acknowledgment (“Terms” or “Acknowledgment”) of original purchaser’s (“Buyer”) purchase order for MDI Telecom Corp., d.b.a. Syncworks (“Syncworks”) and/or (“Microsemi Corporation”) products (“Goods”). These Terms may only be waived or modified in a written agreement signed by any authorized representative of Syncworks. ANY ADDITIONAL OR DIFFERENT TERMS IN BUYER’S PURCHASE ORDER ARE HEREBY DEEMED TO BE MATERIAL ALTERATIONS, AND NOTICE OF OBJECTION TO THEM AND REJECTION OF THEM ARE HEREBY GIVEN. NEITHER SYNCWORKS’ ACKNOWLEDGMENT OF THE PURCHASE ORDER, NOR SYNCWORKS’ FAILURE TO OBJECT TO CONFLICTING, CONTRARY OR ADDITIONAL TERMS AND CONDITIONS IN THE PURCHASE ORDER SHALL BE DEEMED AN ACCEPTANCE OF SUCH TERMS AND CONDITIONS, OR A WAIVER OF THE PROVISIONS HEREOF, UNLESS OTHERWISE STATED IN A PREVIOUSLY EXECUTED WRITTEN PURCHASE AGREEMENT BETWEEN SYNCWORKS AND BUYER COVERING THE SPECIFIC GOODS THAT ARE THE SUBJECT OF BUYER’S PURCHASE ORDER, SYNCWORKS’ ACCEPTANCE OF BUYER’S PURCHASE ORDER IS SPECIFICALLY CONDITIONED UPON BUYER’S ACCEPTANCE OF THESE TERMS. These Terms establish the rights, obligations and remedies of Syncworks and Buyer which apply to Buyer’s order accepted by Syncworks herein (“Agreement”) for the purchase of Goods. Buyer’s acceptance to these Terms shall be conclusively presumed from a) Buyer’s receipt of this Acknowledgment without written objection within three (3) business days of receipt of this Acknowledgment, b) Buyer’s instructing Syncworks to begin work or to ship any Goods after receipt of this Acknowledgment, or c) acceptance by Buyer of all or any part of the Goods ordered.

1. INSPECTION; ACCEPTANCE – Inspection and acceptance of the Goods shall be the Buyer’s responsibility. Buyer shall promptly inspect and accept any Goods after receipt of such Goods. In the event the Goods do not conform to the applicable Goods specifications or purchase order, such as obvious defects, Buyer shall promptly notify Syncworks of such nonconformance in writing and Syncworks shall have a reasonable opportunity to repair or replace the nonconforming Goods at its option. Buyer is deemed to have accepted the Goods and to have waived any such nonconformance in the event such written notification is not received by Syncworks within ten (10) days after delivery of the Goods. To the extents any defects and damages are not discoverable during the above acceptance and inspection period, Buyer’s sole remedy for such discovered defects shall be set forth in Section “Limited Warranty” below.

2. DELIVERY – Buyer acknowledges that delivery dates provided by Syncworks are estimates only, and that Syncworks is not liable for failure to delivery on such dates. Syncworks shall make reasonable efforts to meet Buyer’s delivery requirements. In the event Syncworks is more than 30 days late against Syncworks’ acknowledged ship date, Buyer’s sole remedy is to cancel the applicable purchase order.

3. EXPORT CONTROL – Buyer is hereby informed that the Goods and related technical data and information (collectively “Microsemi & Syncworks’ Technology”) provided by Syncworks hereunder are subject to United States (“U.S.”) export control laws, orders and regulations, including without limitation, those enforced by the Office of Foreign Asset Control of the U.S. Department of Treasury, the Bureau of Industry Security of the U.S. Department of Commerce and the International Traffic in Arms Regulations enforced by the U.S. State Department (collectively “Regulations”), and may be subject to export or import regulations in other countries. These Regulations are available to Buyer and the public on these U.S. agencies websites and are subject to change from time to time by these same agencies. Buyer agrees to comply strictly with all such Regulations when re-exporting or otherwise shipping, transferring or transmitting Microsemi or Syncworks Technology, and will not engage in any transactions in connection with Microsemi or Syncworks Technology that would be prohibited by these Regulations. Without limiting the foregoing, Buyer shall not sell, transfer or otherwise make available any Microsemi or Syncworks Technology to a) any person or company who is a legal resident or is controlled by a legal resident identified on the U.S. Department of Commerce’s Denied Person or Entity List, the U.S. Department of Treasury’s Specially Designated Nationals or Blocked Person Lists, or the Department of State’s Debarred Parties List, as published and revised from time to time on these agencies websites; b) to any U.S. sanctioned or embargoed country; or c) any party if its knows or suspects that Microsemi or Syncworks Technology will be used in the design, development, production or use of nuclear weapons, ballistic missiles chemical/biological weapons or proliferation or are destined for a facility engaged in such activities. Buyer acknowledges its responsibility to obtain a license to export, re-export or import as may be required. Syncworks may suspend performance if Buyer is in violation of applicable regulations.

4. FORCE MAJEURE – Neither party shall be liable to the other for any delay or failure to perform its obligations hereunder (except the payment of sums due) to the extent caused by an event beyond such party’s reasonable control, including but not limited to strikes, stoppage of work, delays by suppliers or subcontractors, embargoes, government regulations, delays or refusals to grant an export or import license or the suspension or revocation thereof or any acts of any government, fire, floods, severe weather conditions or any other acts of God, quarantine, public enemies, war, acts of terrorism or acts of civil or military authority (“Force Majeure event”). If such an event occurs, the affected party shall give immediate written notice to the other party. In the event Syncworks is the affected party, Syncworks’ time of performance of any such obligations shall be extended for the time period of such delay or Syncworks may elect to suspend performance hereunder for the duration of the Force Majeure event or terminate the affected purchase order or agreement without penalty and without being deemed in default or in breach thereof.

5. HAZARDOUS/TOXIC SUBSTANCES – Syncworks shall provide Buyer with any Material Safety Data Sheets (MSDS) applicable to the Goods offered hereunder upon Buyer’s request.

6. INFRINGEMENT INDEMNITY
6.1. Syncworks agrees to defend Buyer, from and against any third party’s suits, claims, actions or proceedings alleging that the Buyer’s use of the Goods infringes or misappropriates such third party’s United States patent, copyright, or other proprietary rights, and Syncworks agrees to reimburse Buyer for any damages finally awarded against Buyer by a court of competent jurisdiction that may result from any such third party claim; provided, (a) Buyer notifies Syncworks promptly in writing of the claim; (b) Syncworks has the sole control of the defense and all related settlement negotiations; and (c) Buyer provides Syncworks (at Syncworks’ request and reasonable expense) with all necessary assistance, information and authority to perform these duties. This entire Section “INFRINGEMENT INDEMNITY” states the sole obligation and exclusive liability of Syncworks and Buyer’s sole and exclusive remedy for any infringement claims and actions.
6.2. This indemnity does not extend to any claim of infringement based on or arising from (i) Syncworks’ compliance with Buyer’s designs, specifications or instructions; (ii) modification, alteration or enhancement of the Goods by Buyer or any other third party; (iii) the combination or use of the Goods furnished hereunder with materials or components not provided or specifically specified by Syncworks; or (iv) the use of any version of software other than the latest commercially available version of the software made available to Buyer to the extent the infringement would have been avoided by use of such version. At any time after such a claim has been made or Syncworks believes is likely to be made, or such Good is finally found to be an infringement and Buyer is enjoined from its use, Syncworks shall, at its option and using commercially reasonable efforts, either:
(a) Obtain for Buyer the right to continue using such Goods with no additional cost to Buyer; or
(b) Replace or modify such Goods, while retaining comparable functionality; or
(c) Accept the return of the Goods and refund the purchase price less a pro-rated portion for use of the Goods.

7. PRICES AND PAYMENTS – Unless otherwise agreed to by Syncworks in writing, all prices are in U.S. Dollars and are based on delivery EX-Works Factory (EXW Factory). Price is exclusive of all applicable taxes (as defined in Section “TAXES” below), freight charges, insurance, and brokerage fees. Syncworks shall send an invoice for each shipment of Goods to Buyer at the address specified in Buyer’s purchase order. Payment shall be made in U.S. Dollars. Payment terms is subject to Syncworks’ credit approval. Where approved, Buyer shall pay for the Goods in full thirty (30) days from date of invoice, without regard to delays for inspection or transportation and notwithstanding any order for services to be performed. For locations outside of U.S. or Canada, Buyer may prepay, or if the Order is over $10,000 USD, pay by means of an irrevocable letter of credit, drawn or confirmed by a U.S. bank in favor of Syncworks, with drafts payable at sight, unless otherwise agreed in advance by Syncworks. All bank charges incurred by the opening bank and charges to effect payment to Syncworks in U.S. Dollars shall be Buyer’s responsibility. Overdue payments shall bear interest of one and one-half percent (1.5%) per month or the maximum rate allowable by law. Orders will be assessed a three percent (3%) service fee if paying by credit card.

8. QUALITY – Syncworks utilizes quality assurance procedures consistent with ISO 9001/2000, and shall provide evidence of such compliance upon Buyer’s request.

9. LICENSE; INTELLECTUAL PROPERTY OWNERSHIP – As between Syncworks and Buyer, Buyer acknowledges and agrees Syncworks’ and/or Microsemi owns all right, title and interest to all Intellectual Property Rights (hereinafter defined) to the software, technology, designs, engineering details, schematics and similar data relating to or incorporated in the Goods and any accompanying documentation or information derived from the foregoing. Buyer acknowledges and agrees its use of the Intellectual Property Rights in and/or derived from the Goods, pursuant to these Terms shall not give the Buyer any right, title or interest in or to the Intellectual Property Rights in the Goods. No title to or ownership of any Intellectual Property Rights to the software, designs and technology incorporated or embodied in the Goods, including any engineering details, schematics data, accompanying documentation or information derived from the foregoing is transferred to Buyer, Buyer shall take reasonable precautions to prevent unauthorized access and use of the software and documentation by third parties. To the extent permitted by relevant law, Buyer shall not, nor allow any third party to copy, decompile, disassemble or otherwise reverse engineer the Goods, or attempt to do so. Buyer is prohibited from, and shall prevent any third party from, removing, covering or altering any of Syncworks’ and/or Microsemi’s patents, copyright, trademarks notices placed upon, embedded in or displayed by the Goods or their packaging and related materials. Syncworks reserves all rights not specifically granted to Buyer hereunder. If a purchase order includes software or any product which may contain or consist of software or other intellectual property, such software or other intellectual property is licensed and not sold to Buyer, subject to Buyer’s acceptance of all the terms and conditions contained in the software user license agreement, the terms and conditions of which are set forth in the license agreement accompanying such software or other intellectual property. “Intellectual Property Rights” means any patent, copyright, trade name, trademark, service mark, mask works, trade secret, know- how, or any other intellectual property right or proprietary right, whether registered or unregistered and whether now known or hereafter recognized in any jurisdiction.

10. LIMITATION OF LIABILITY – THE REMEDIES PROVIDED HEREIN ARE THE BUYER’S SOLE AND EXCLUSIVE REMEDIES. IN NO EVENT SHALL SYNCWORKS BE LIABLE TO BUYER FOR ANY INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, LOST REVENUES OR PROFITS, LOST BUSINESS OPPORTUNITY, LOST DATA, EQUIPMENT DOWNTIME, OR DAMAGES RELATING TO BUYER’S PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING STRICT LIABILITY), BREACH OF WARRANTY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH THE GOODS OR THE PROVISION OF SERVICES HEREUNDER, EVEN IF EACH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR LIABILITY FOR PERSONAL INJURY OR PROPERTY DAMAGE ARISING FROM SYNCWORKS’ GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT WILL SYNCWORKS’ TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH ANY ORDER HEREUNDER OR SYNCWORKS’ AND/OR MICROSEMI’S PRODUCTS, FROM ALL CAUSES OF ACTION OF ANY KIND, INCLUDING TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY AND BREACH OF WARRANTY, EXCEED THE TOTAL AMOUNT PAID BY BUYER HEREUNDER. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OR EXCLUSIONS OF LIABILITY, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY.

11. PURCHASE ORDERS – All purchase orders are subject to acceptance by Syncworks. Except as stated in “DELIVERY”, purchase orders accepted by Syncworks may not be canceled except with Syncworks’ prior written consent, which consent may be given by
Syncworks in its sole discretion. Buyers may contact Syncworks at (904) 280-1234 for any questions concerning their orders.

12. RESALE NOT INTENDED – The Goods sold or licensed to Buyer by Syncworks hereunder are not for resale by Buyer, unless Syncworks agreed in advance in writing. Syncworks has separate terms and conditions governing purchases for resale.

13. RETURN OF GOODS – Any return of Goods will be subject to Syncworks’ prior written consent and must be made pursuant to Syncworks’ return procedures then in effect. Any Goods accepted by Syncworks for return must be returned, transport prepaid, to Syncworks’ facility in original boxes and packing material, unless otherwise agreed by Syncworks. The Goods shall be returned to Syncworks at the risk and responsibility of Buyer.

14. SHIPPING; FREIGHT COSTS – Syncworks may ship the Goods from any of its factory location or its suppliers’ factory location. Goods will be shipped “best way”, unless specified otherwise in Buyer’s purchase order. Unless agreed in advance by Syncworks, shipment terms are EX-Works Factory (EXW Factory). All freight and transportation charges shall be the responsibility of the Buyer. In the event Syncworks prepays transportation charges, Buyer shall be obligated to reimburse Syncworks upon receipt of an invoice for such charges. Goods are packed and marked by Syncworks in containers suitable for prevention of damage under normal commercial air or ground transportation and in accordance with the requirements of the carrier.

15. SUPPORT – Technical telephone support and on-site support are not included with purchases of Goods hereunder. Such support services are available for purchase by contacting Syncworks at (318) 396-5300 or sales@syncworks.com.

16. TAXES – Price of Goods is exclusive of all applicable sales, use, excise, value added, and similar taxes, customs fees, duties, surcharges and other charges levied by any governmental authority (collectively “Taxes”), Buyer is responsible for the payment of all such Taxes, except for taxes based solely upon the income of Syncworks. Buyer shall pay all costs, including collection costs, penalties, and interest, associated with its non-payment of such Taxes. If Buyer claims an exemption from any or all of the Taxes, it shall first provide Syncworks with a validly issued exemption or resale certificate acceptable to the appropriate taxing authority.

17. TERMINATION – Syncworks reserves the right, by written notice of default, to cancel or indefinitely suspend an accepted purchase order if: (i) Buyer defaults in the performance of its obligations hereunder, or otherwise breaches the contract, (ii) Buyer ceases business operations or enters into any bankruptcy, insolvency, receivership or like proceeding not dismissed within thirty (30) days, or assigns its assets for the benefit of creditors, or (iii) when obtaining third-party financing in connection with Buyer’s Product purchase(s) fails to do so in a timely manner on terms satisfactory to Syncworks.

18. TITLE AND RISK OF LOSS – Title (except for Software) and risk of loss of the Goods shall pass to Buyer upon delivery EX-Works Factory (EXW Factory).

19. LIMITED WARRANTY.
19.1 Hardware – Syncworks warrants, for a period of twelve (12) months from Syncworks’ date of shipment, the Goods shall be free from defects in design, material, and workmanship under normal use and service, and shall conform to and perform substantially in accordance with Syncworks’ published specifications in effect at the time of shipment. Syncworks further warrants that the Goods shall be free and clear of all liens and encumbrances and shall have good and valid title at the time of transfer by Syncworks. This warranty shall survive inspection, acceptance, and payment by Buyer. Syncworks does not warrant that the operation of the Goods shall be uninterrupted or error free or meet Buyer’s intended use or purpose. Syncworks’ warranty does not cover failures caused by acts of God, including electrical or environmental conditions; abuse, negligence, accident, damage in transit; or improper site preparation.
19.1.1. This warranty shall be null and void in the event (i) Buyer or any third party repairs or attempts repair of the Goods without Syncworks’ advance written authorization; or (ii) defects are the result of repairs, modifications, alterations, improper or inadequate maintenance by Buyer or third party; or (iii) damages to said Goods are caused by Buyer or third party-supplied software, interfacing or supplies; or (iv) of improper use (including termination of non-certified third party equipment on Syncworks’ proprietary interfaces and operation outside of the product’s specifications) by Buyer or third party; or (v) the Goods are shipped to any country other than that originally specified in the Buyer’s purchase order.
19.1.2. Buyer’s sole remedy for a breach of the foregoing Goods warranty, whether express or implied, howsoever arising, shall be as set forth in this Section. Goods not meeting the foregoing warranty during the warranty period shall be repaired or replaced, at Syncworks’ option, upon return of such Goods to Syncworks’ factory; provided, however, that Buyer has first obtained a return materials authorization (“RMA”) number from Syncworks authorizing such return. Buyer may obtain an RMA number by logging onto Syncworks’ website www.Syncworks.com. Buyer shall place the RMA number on the exterior packaging of all returns. Buyer shall be responsible for the shipping costs to ship the Good to Syncworks and Syncworks shall pay for shipping costs to return the repaired or replacement Good to Buyer. Repaired or replaced portion of the Good shall be warranted for the remainder of the unused warranty term or for ninety (90) days from shipment, whichever is longer.
19.2. Software – Syncworks warrants that the accompanying media shall be free from defects in materials and workmanship under normal use for a period of ninety (90) days from date of shipment. The physical media warranty does not apply to defects arising from misuse, theft, vandalism, fire, water, acts of God or other similar perils. Syncworks shall not be liable for any damages caused by the Buyer’s failure to fulfill its responsibilities as stated above. Buyer’s sole and exclusive remedy and Syncworks’ entire liability for a breach of the foregoing warranty shall be for Syncworks, at its option to replace the Software media, or if unable to replace the Software media, then to refund the license fee paid for the Software.
19.3. THE FOREGOING WARRANTY SHALL BE THE ONLY WARRANTY WITH RESPECT TO THE SUBJECT MATTER HEREOF AND SHALL BE IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON INFRINGEMENT HOWSOEVER ARISING. WHERE LEGISLATION IMPLIES IN THIS AGREEMENT ANY CONDITION OR WARRANTY AND THAT LEGISLATION VOIDS OR PROHIBITS PROVISIONS IN A CONTRACT WHICH EXCLUDE OR MODIFY THE OPERATION OF THAT CONDITION OR WARRANTY, THE CONDITION OR WARRANTY IS DEEMED TO BE INCLUDED IN THIS AGREEMENT. HOWEVER, SYNCWORKS’ LIABILITY FOR BREACH OF THE CONDITION OR WARRANTY WILL BE LIMITED AT SYNCWORKS’ OPTION TO REPLACE OR REPAIR THE GOODS. TO THE EXTENT ANY OF THE FOREGOING LIMITED REMEDY FINALLY FAILS ITS ESSENTIAL PURPOSE, SYNCWORKS’ TOTAL LIABILITY TO BUYER FOR SUCH BREACH SHALL BE LIMITED TO THE ACTUAL PRICE PAID BY BUYER FOR THE DEFECTIVE GOODS AND SUBJECT TO THE “LIMITATION OF LIABILITY” SECTION.
NOTE: Syncworks’ and/or Microsemi’s GPS positioning products for navigation are an AID TO NAVIGATION only and MUST be used in conjunction with normal navigation practices.

20. GENERAL
20.1. Arbitration – Disputes hereunder shall be settled by binding arbitration under the rules and auspices of the American Arbitration Association then in effect. Such arbitration shall occur in the State of Florida. Judgment upon award(s) rendered by the arbitrator may be entered in any court having jurisdiction.
20.2. Assignment – purchase orders, payments, warranties and other rights or obligations hereunder may not be assigned or delegated by the Buyer without prior written consent of Syncworks. Without limiting the generality of the foregoing, these Terms shall be binding upon and shall inure to the benefit of the parties’ respective successors and assigns.
20.3. Attorneys’ Fees and Costs – In the event of litigation arising out of any order hereunder, the prevailing party shall be entitled to reimbursement of reasonable attorneys’ fees and costs in addition to any other relief awarded.
20.4. Choice Of Law – Orders hereunder shall be governed by and construed under the laws of the State of Florida, without regard to its conflicts of law provisions. The United Nations Conventions on Contracts for the International Sale of Goods are expressly excluded when interpreting orders hereunder.
20.5. Delays – In the event either party has knowledge of an event or circumstance that will prevent or threatens to prevent its timely performance hereunder, it shall immediately notify the other party in writing.
20.6. Entire Agreement – These Terms constitute the entire agreement between the parties relating to the subject matter hereof, and supersede all prior oral or written proposals, understandings, representations, warranties, covenants, and communications between the parties, and may not be explained or governed by any prior course of dealings between Syncworks and Buyer or by trade custom or usage.
20.7. Language – The language of these terms and all notices, communications and proceedings regarding these Terms shall be in English.
20.8. Notices – Notice to any party required or permitted hereunder will be deemed to have been duly given on the day of service if served personally, on the day following the day on which notice is deposited with an overnight courier service having package tracking capability, or on the fifth (5th) day after mailing prepaid certified mail. Buyer’s notice address shall be its address appearing on the accepted purchase order. Syncworks’ notice address shall be: Syncworks, 6 South Roscoe Blvd., Ponte Vedra Beach, FL 32082 USA.
20.9. Severability – Any provision or portion hereof deemed to be invalid, illegal or unenforceable by a court of competent jurisdiction, shall not affect any other provision and the remainder of these Terms shall continue in full force and effect.
20.10. Survival Of Obligations – Such Terms that are intended by their meaning to survive termination hereof will survive such termination.
20.11. Waiver – The waiver by either party of a breach of any provision hereunder shall not operate or be construed as a waiver of any subsequent breach of that or any other provision. “

Rev. Jan 23, 2015

These terms and conditions (the “Terms and Conditions”) apply to any and all services specified in Section 4 (“Services”) which are purchased by customer (“Customer”) from Syncworks for the support installation, servicing and/or replacement of parts for software and/or hardware equipment (“Equipment”) licensed or supplied by Syncworks. Notwithstanding that these terms and conditions may conflict with certain terms and conditions specified by purchaser of Services hereunder (the “Customer”) in Customer’s order form or otherwise, Syncworks’ acceptance of Customer’s order for Services is on the condition that only the Terms and Conditions herein shall apply to Customer’s order. Any term, provision or condition in conflict with, in addition to, or in modification of any of the Terms and Conditions herein, shall not be binding upon SYNCWORKS unless an authorized employee of Syncworks accepts such term, provision or condition in writing. Syncworks’ failure to object to any term or condition contained in any communication from Customer shall not be deemed a waiver of the Terms and Conditions herein. In the event Customer and Syncworks maintain an agreement such as a master purchase agreement or other negotiated agreement, the Terms and Conditions herein shall supersede the terms of any other such agreement. All orders or contracts must be approved and accepted by Syncworks at its principal office. In consideration of Customer’s payment of fees for Services to be rendered by Syncworks, Syncworks agrees to provide the Services in accordance with the Terms and Conditions set forth herein.

1. DEFINITIONS – “Contract” means the terms and conditions herein, attached Supplements and any other attached document as may be expressly agreed in writing by both parties. “Customer” means the entity purchasing or intending to purchase Services. “SYNCWORKS” means
MDI Telecom Corp. d.b.a. Syncworks is a Florida corporation with principal offices located at 6 South Roscoe Blvd., Ponte Vedra Beach, FL 32082 USA.

2. PRICE and TAXES – The price at which Services are to be performed will be at SYNCWORKS standard published prices, or custom quoted prices, if any, as attached hereto. Services requested by Customer that are outside standard scope of work or standard lead-times are subject to a price increase based on Syncworks’ standard rates. Prices are exclusive of all applicable sales, use, excise, value added, withholding and similar taxes of any type whatsoever, as well as customs fees, duties, surcharges and other charges levied by any governmental authority (collectively “Taxes”). Customer is responsible for the payment of all such Taxes and may not deduct them from any payments due SYNCWORKS. Customer will pay all costs, including collection costs, penalties and interest, applicable to services purchased from SYNCWORKS and Syncworks Limited associated with its non-payment of such Taxes. If Customer claims an exemption from any or all of the Taxes, it will first provide SYNCWORKS with a valid exemption or resale certificate acceptable to the appropriate taxing authority.

3. SERVICES PROVIDED – Customer may purchase from SYNCWORKS the Services listed below and as further defined in the Supplements attached hereto and made a part hereof.
• Factory Hardware Warranty Extension
• Software Maintenance
• Software Upgrades Subscription
• Spares Support
• Telephone Technical Support
• Factory Configuration
• On-Site Maintenance
• Installation and cutover
• Special Projects (office inventory, audits, etc.).

4. PAYMENT TERMS – For consulting, engineering or time and materials Services, invoices will be issued upon completion of work and are due and payable within thirty (30) days from invoice date. Invoices for installation work will be issued upon Customer’s acceptance of work and signature on a completion report, which shall not be unreasonably delayed by Customer. Invoices for Service Contracts will be provided per the payment schedule defined in each applicable Supplement and are due within thirty (30) days from invoice date. Overdue payments shall bear interest at the rate of one and one half percent (1.5%) per month or the maximum rate allowable by law. Orders will be assessed a three percent (3%) service fee if paying by credit card.

5. HOLIDAYS – SYNCWORKS observes most standard legal holidays in the countries in which Services are to be provided, or the next closest business day when such holiday falls on a weekend. Observed holidays are subject to change. A list of observed holidays in the country in which Services are to be performed will be provided upon request.

6. CHANGES – Any changes to these Terms and Conditions shall be in writing and mutually agreed by both parties.

7. CANCELLATION – Upon acceptance by SYNCWORKS, Service Contracts and orders for work hereunder may not be canceled, except by written agreement of SYNCWORKS. SYNCWORKS reserves the right to assess a cancellation penalty in an amount to be reasonably determined by SYNCWORKS.

8. CONFIDENTIALITY – In the event that either party hereunder receives properly marked proprietary or confidential information relating to products, services, technology, processes, secrets, business practices, or customers (“Information”) of the other party, the receiving party shall maintain the Information, in whole or in part, as proprietary and confidential during the Services Term or any extension thereof, and for a period of two (2) years thereafter, protecting the Information from disclosure, use, distribution or copying except as may be expressly authorized herein or agreed by the parties in writing.

9. INDEPENDENT CONTRACTOR – SYNCWORKS shall at all times be deemed to be performing as an independent contractor and
not as Customer’s agent or employee. The acts and omissions of Customer’s employees, agents and subcontractors shall be
deemed to be Customer’s acts and omissions.

10. INDEMNITY To the extent not precluded by law, Customer shall indemnify and hold harmless SYNCWORKS and its directors, officers, employees and agents from and against any and all liability, damages, losses, claims, demands judgments, costs and expenses (including reasonable attorney’s fees) of every nature and kind by reason of injury to or death of any person or damage to or destruction of property, arising out of or incidental to or in any way resulting from the acts or omissions, whether negligent or otherwise, of Customer’s employees, subcontractors, or agents in connection with the Services. Customer shall not be responsible for any such losses, liabilities, claims, judgments, costs, demands and expenses as are caused by the sole negligence or willful misconduct of SYNCWORKS, its directors, officers, employees or agents.

11. SERVICE EXCLUSIONS Services provided hereunder do not include:
a. Electrical work external to Equipment;
b. Repair of damage resulting from accident, transportation, neglect or misuse, operation of
Equipment outside Syncworks’ environmental or electrical specifications; failure of electric
power, air conditioning, humidity control, causes other than ordinary use or failure;
c. Third-party supplied software, interfacing or supplies;
d. Furnishing supplies or accessories, painting or refinishing the Equipment, making specification
changes or performing Services connected with relocation of machines, or adding or removing
accessories, attachments or other devices;
e. Any service that is impractical or unsafe for SYNCWORKS or its representatives to render because
of alterations to the Equipment, or its connection by mechanical or electrical means to other
devices, or alterations to operating system;
f. System engineering services, programming and upgrades to current revision level, except as
specifically agreed in the Supplements attached hereto.

12. WARRANTY DISCLAIMER SYNCWORKS warrants as follows:
a. Repaired or replacement Equipment provided hereunder or under any Supplement shall be free from defects in material and workmanship and shall substantially conform to Syncworks’ specifications under normal use for ninety (90) days following shipment date or expiration of coverage hereunder, whichever is longer;
b. Services provided shall be performed in a competent manner by qualified, trained maintenance personnel and shall be free from defects in workmanship for thirty (30) days from date of provision.
c. SYNCWORKS does not warrant uninterrupted or error-free operation of Equipment or software. Software is provided without warranty of any kind. SYNCWORKS shall have no obligation whatsoever under these warranty provisions with respect to defects relating, but not limited to, any of the following: (i) incomplete, inaccurate or inappropriate data supplied by Customer or its agent; (ii) assembly by a person or entity other than SYNCWORKS; (iii) installation, wiring, repair or use other than as specified and authorized by Syncworks; (iv) use of the Equipment with other equipment or software not supplied or authorized by Syncworks; (v) modification of the Equipment, software use, or possession without prior written consent of Syncworks; (vi) subjecting the Equipment to environment, power or operating conditions other than as specified and authorized by Syncworks; (vii) subjecting the Equipment to misuse, abuse, neglect, negligence, accident, unusual hazards or disasters; (viii) use of replacement parts not supplied by Syncworks.
d. Syncworks’ entire liability for a breach of any of the foregoing warranty and Customer’s sole and exclusive remedy will be, at Syncworks’ option, to one of the following: correct, re-perform or resupply the Services or the payment of the cost of resupplying the Services. The warranties stated herein shall be the only warranties with respect to the subject matter hereof and shall be in lieu of all other warranties, expressed or implied, including but not limited to, any implied warranties of merchantability or fitness for a particular purpose howsoever arising. Where legislation implies in this Agreement any condition or warranty and that legislation void or prohibits provisions in a contract which exclude or modify that that condition or warranty, the condition or warranty is deemed to be included in this agreement. However, Syncworks’ liability will be limited at its option to replace or repair the goods or the services. To the extent that any of the foregoing limited remedy finally fails its essential purpose, SYNCWORKS’ total liability to Customer for such breach shall be limited to the actual price paid by Customer for such goods or services and subject to the “Limitation of Liability” section.

13. LIMITATION OF LIABILITY – The remedies provided herein are the customer’s sole and exclusive remedies. In no event shall SYNCWORKS be liable to customer for any incidental, special, or consequential damages, including without limitation, lost revenues or profits, lost business opportunity, lost data, equipment downtime, or damages relating to buyer’s procurement of substitute products or services, whether in an action in contract, tort (including strict liability), breach of warranty, or otherwise, arising out of or in connection with the provision of services hereunder, even if each party has been advised of the possibility of such damages. Except for liability for personal injury or property damage arising from SYNCWORKS’ gross negligence or willful misconduct, in no event will SYNCWORKS’ total cumulative liability in connection with any order hereunder or subject matter hereof, from all causes of action of any kind, including tort, contract, negligence, strict liability and breach of warranty, exceed the total amount paid by customer for services rendered. In the event of a dispute arising under these Terms and Conditions, neither party may bring an action, regardless of form, more than one (1) year after the cause of action has arisen, and in the case of nonpayment, SYNCWORKS may not bring an action more than two (2) years after the due date of the last payment hereunder.

14. TERMINATION – SYNCWORKS may terminate its obligation to provide Services prior to the expiration of the Services term by giving notice to Customer at any time after the occurrence of any of the following events: (i) Customer becomes insolvent or makes an assignment for the benefit of creditors, or offers a composition or extension to creditors, or upon commencement of proceedings in bankruptcy or proceedings for dissolution, liquidation, or an arrangement, reorganization, or readjustment of any of Customer’s debts under any law now or hereinafter enacted for the relief of debtors and whether instituted by or against Customer; (ii) Customer is merged or consolidated with any other person or entity; or (iii) Customer breaches any of the Terms and Conditions herein or fails to perform any of its obligations hereunder, including but not limited to, payment for Equipment, parts or Services.

15. GENERAL
a. Arbitration; Venue – Disputes hereunder shall be settled by binding arbitration under the rules and auspices of the American Arbitration Association then in effect. Such arbitration shall occur in the State of Florida. Judgment upon award(s) rendered by the arbitrator may be entered in any court having jurisdiction.
b. Assignment – purchase orders, payments, warranties and other terms, rights or obligations hereunder may not be assigned or delegated by the Customer without the prior written consent of SYNCWORKS. Without limiting the generality of the foregoing, theseTerms shall be binding upon and shall inure to the benefit of the parties’ respective successors and assigns.
c. Choice of Law – This agreement and related orders hereunder shall be governed by and construed under the laws of the State of Florida, without regard to its conflicts of law provisions.
d. Entire Agreement – These terms and conditions and the applicable Service Supplements constitute the entire agreement between the parties relating to the subject matter hereof, and supersede all prior oral or written proposals, understandings, representations, warranties, covenants, and communications between the parties, and may not be explained or governed by any prior course of dealings between SYNCWORKS and Customer or by trade custom or usage.
e. Export Laws – Customer will not download, export or re-export, directly or indirectly any Software, Software subscription, technical information or data acquired or disclosed to Customer without the appropriate United States and other foreign government licenses if so required by United States and other foreign government export laws and regulations.
f. Force Majeure – Neither party will be liable to the other for any delay or failure in performance due to fires, strikes, threatened strikes, stoppage of work, delays by suppliers or subcontractors, embargoes, government regulations, acts of God or public enemies, or other causes that are beyond the reasonable control of a party (“Force Majeure event”). If such an event occurs, the affected party will give immediate written
notice to the other party.
g. Notices – Notice to any party required or permitted hereunder will be deemed to have been duly given on the day of service if served personally, on the day following the day on which notice is deposited with an overnight courier service having package tracking capability, or on the fifth (5th) day after mailing prepaid certified mail. Customer’s notice address shall be its address appearing on its purchase order. Syncworks’ notice address shall be: Syncworks, 6 South Roscoe Blvd., Ponte Vedra Beach, FL, 32082, USA.
h. Severability – Any provision or portion hereof deemed to be invalid, illegal or unenforceable by a court of competent jurisdiction, shall not affect any other provision and the remainder of these terms and conditions shall continue in full force and effect.
i. Survival Of Obligations – Such terms and conditions that are intended by their meaning to survive termination hereof will survive such termination.
j. Waiver – The waiver by either party of a breach of any provision hereunder shall not operate or be construed as a waiver of any subsequent breach of that or any other provision.

Rev. Jan. 23, 2015