The Terms and Conditions of Product Sales and Service Contracts are limited to those contained herein. Any additional or different terms or conditions in any form delivered by You ("Customer") are hereby deemed to be material alterations and notice of objection to them and rejection of them is hereby given. By accepting delivery of the Products or by engaging Paragrid Solutions, Inc. identified on the invoice, statement of work or Service Contract or other Paragrid Solutions, Inc. documentation ("Seller") to provide Product or perform or procure any Services, Customer agrees to be bound by and accepts these terms and conditions unless Customer and Seller have signed a separate agreement, in which case the separate agreement will govern. Any general description of the types of Products or Services and results thereof posted on the website do not constitute part of the Agreement between Seller and Customer.

Important Information About These Terms and Conditions

These Terms and Conditions constitute a binding contract between Customer and Seller and are referred to herein as either "Terms and Conditions" or this "Agreement". Customer accepts these Terms and Conditions by making a purchase from or placing an order with Seller or otherwise requesting products (the "Products") or engaging Seller to perform or procure any Services (as this and all capitalized terms are defined herein). These Terms and Conditions are subject to change without prior notice, except that the Terms and Conditions posted on the Site at the time Customer places an order or signs a Services Contract will govern the order or Services in question, unless otherwise agreed in writing by Seller and Customer. Customer consents to receiving electronic records, which may be provided via a Web browser or e-mail application connected to the Internet. Electronic signatures (or copies of signatures sent via electronic means) are the equivalent of written and signed documents. Customer may issue a purchase order for administrative purposes only. Additional or different terms and conditions contained in any such purchase order will be null and void. No course of prior dealings between the parties and no usage of trade will be relevant to determine the meaning of these Terms and Conditions or any purchase order or invoice, or any document in electronic or written form that is signed and delivered by each of the parties for the performance of Services other than Third Party Services (each, a "Statement of Work"). This Agreement contains the entire understanding of the parties with respect to the matters contained herein and supersedes and replaces in its entirety any and all prior communications and contemporaneous agreements and understandings, whether oral, written, electronic or implied, if any, between the parties with respect to the subject matter hereof.

Governing Law

These Terms and Conditions, any Statements of Work or Services Contracts, the services hereunder and any sale of Products hereunder will be governed by the laws of the State of Ohio, without regard to conflicts of laws rules. Any litigation will be brought exclusively in Summit County, Ohio, and Customer consents to the jurisdiction of the state courts located therein, submits to the jurisdiction thereof and waives the right to change venue. Customer further consents to the exercise of personal jurisdiction by any such court with respect to any such proceeding. The rights and remedies provided Seller under these Terms and Conditions are cumulative, are in addition to, and do not limit or prejudice any other right or remedy available at law or equity.

Risk of Loss

If Customer provides Seller with Customer's carrier account number or selects a carrier other than a carrier that regularly ships for Seller, title to Products and risk of loss or damage during shipment pass from Seller to Customer upon delivery to the carrier (F.O.B. Origin, freight collect). For all other shipments, title to Products and risk of loss or damage during shipment pass from Seller to Customer upon delivery to the specified destination (F.O.B. Destination, freight prepaid and added). Notwithstanding the foregoing, title to software will remain with the applicable licensor(s), and Customer's rights therein are contained in the license agreement between such licensor(s) and Customer.

Services

Customers may order services (collectively, "Services") from or through Seller from time to time. Certain Services, including, but not limited to, extended warranty service by manufacturers, are sold by Seller as a distributor or sales agent ("Third Party Services"). In the case of Third Party Services, the third party shall be the party responsible for providing the services to the Customer and Customer will look solely to the third party for any loss, claims or damages arising from or related to the provision of such Third Party Services. Customer hereby releases Seller and the entities that control, are controlled by, or are under common control with Seller ("Affiliates") from any and all claims arising from or relating to the purchase or provision of any such Third Parties Services. Any amounts, including, but not limited to, taxes, associated with Third Party Services which may be collected by Seller will be collected solely in the capacity as an independent sales agent. Where Services are ordered in a Statement of Work or Services Contract, each Statement of Work or Services Contract hereby incorporates these Terms and Conditions and constitutes a separate agreement with respect to the Services performed. Seller, or any of its Affiliates on behalf of Seller, may execute a Statement of Work or Services Contract. In the event of an addition to or a conflict between any term or condition of the Statement of Work or Services Contract and these Terms and Conditions, the terms and conditions of this Agreement will control, except as expressly amended in the applicable Statement of Work or Services Contract by specific reference to this Agreement. Each such amendment will be applicable only with respect to such Statement of Work or Services Contract and not to future Statements of Work or Services Contract. Changes to the scope of the Services described in a Statement of Work or Services Contract will be made only in writing or otherwise mutually agreed upon form executed by authorized representatives of both parties. Seller will have no obligation to commence work in connection with any such change, unless and until the change is agreed upon by both parties. All such changes to the scope of the Services will be governed by these Terms and Conditions and the applicable Statement of Work or Services Contract. Each Statement of Work or Services Contract may be signed in separate counterparts each of which shall be deemed an original and all of which together will be deemed to be one original.

Cooperation

In addition to any specific Customer duties set forth in any applicable Statement of Work or Services Contract, Customer agrees to cooperate with Seller in connection with performance of the Services by providing (i) timely responses to Seller's inquiries and requests for approvals and authorizations, (ii) access to any information or materials reasonably requested by Seller which are necessary or useful as determined by Seller in connection with providing the Services, including, but not limited to, physical and computer access to Customer's computer systems, and (iii) all Required Consents necessary for Seller to provide the Services. "Required Consents" means consents or approvals required to give Seller, its Affiliates, and its and their subcontractors the right or license to access, use and modify all data and third party products. Customer acknowledges and agrees that the Services are dependent upon the completeness and accuracy of information provided by Customer and the knowledge and cooperation of the agents, employees or subcontractors ("Personnel") engaged or appointed by Customer who are selected by Customer to work with Seller. Seller will follow all reasonable Customer security rules and procedures, as communicated in writing by Customer to Seller from time to time.

Access

Seller may perform the Services at Customer's place of business, at Seller's own facilities or such other locations as Seller and Customer deem appropriate. When the Services are performed at Customer's premises, Seller will attempt to perform such Services within Customer's normal business hours unless otherwise jointly agreed to by the parties. Customer will also provide Seller access to Customer's staff and any other Customer resources (and when the Services are provided at another location designated by Customer, the staff and resources at such location) that Seller determines are useful or necessary for Seller to provide the Services. When the Services are provided on Customer's premises or at another location designated by Customer, Customer agrees to maintain adequate insurance coverage to protect Seller and Customer's premises and to indemnify and hold Seller and its Affiliates, and its and their agents and employees harmless from any loss, cost, damage or expense (including, but not limited to, attorneys' fees and expenses) arising out of any product liability, death, personal injury or property damage or destruction occurring at such location in connection with the performance of the Services, other than solely as a result of Seller's gross negligence or willful misconduct.

Payment

Orders are not binding upon Seller until accepted by Seller. Customer agrees to pay the total purchase price for the Products plus shipping (to the extent shipping is not prepaid by Customer), including shipping charges that are billed to Seller as a result of using Customer's carrier account number. Terms of payment are within Seller's sole discretion. In connection with Services being performed pursuant to a Statement of Work or Services Contract, Customer will pay for the Services in the amounts and in accordance with any payment schedule set forth in the applicable Statement of Work or Services Contract. Invoices are due and payable within the time period specified on the invoice, measured from the date of invoice, subject to continuing credit approval by Seller. Seller, or any of its Affiliates on behalf of Seller may issue an invoice to Customer. Seller may invoice Customer separately for partial shipments, and Seller may invoice Customer for all of the Services described in a Statement of Work or Services Contract or any portion thereof. Customer agrees to pay interest on all past-due sums at one and one-half percent (1.5%) per month. Customer will pay for, and will indemnify and hold Seller and its Affiliates harmless from, any applicable sales, use, transaction, excise or similar taxes and any federal, state or local fees or charges (including, but not limited to, environmental or similar fees), imposed on, in respect of or otherwise associated with any Statement of Work or Services Contract, the Products or the Services. Customer must claim any exemption from such taxes, fees or charges at the time of purchase and provide Seller with the necessary supporting documentation. In the event of a payment default, Customer will be responsible for all of Seller's costs of collection, including, but not limited to, court costs, filing fees and attorneys' fees. In addition, if payments are not received as described above, Seller reserves the right to suspend Services until payment is received. Except as otherwise specified on an applicable Statement of Work or Services Contract, Customer will reimburse Seller for all reasonable out-of-pocket expenses incurred by Seller in connection with the performance of the Services, including, but not limited to, travel and living expenses.

Export Sales

If this transaction involves an export of items (including, but not limited to, commodities, software or technology) subject to the Export Administration Regulations, such items were exported from the United States by Seller in accordance with the Export Administration Regulations. Customer agrees that it will not divert, use, export or re-export such items contrary to United States law. Customer expressly acknowledges and agrees that it will not export, re-export, or provide such items to any entity or person within any country that is subject to United States economic sanctions imposing comprehensive embargoes without obtaining prior authorization from the United States Government. The list of such countries subject to United States economic sanctions or embargoes may change from time to time but currently includes Cuba, Iran, Sudan, and Syria. Customer also expressly acknowledges and agrees that it will not export, re-export, or provide such items to entities and persons that are ineligible under United States law to receive such items, including but not limited to, any person or entity on the United States Treasury Department's list of Specially Designated Nationals or on the United States Commerce Department's Denied Persons List, Entity List, or Unverified List. In addition, manufacturers' warranties for exported Products may vary or may be null and void for Products exported outside the United States.

Warranties

Customer understands that Seller is not the manufacturer of the Products purchased by Customer hereunder and the only warranties offered are those of the manufacturer, not Seller or its Affiliates. In purchasing the Products, Customer is relying on the manufacturer's specifications only and is not relying on any statements, specifications, photographs or other illustrations representing the Products that may be provided by Seller or its Affiliates. Seller and its affiliates hereby expressly disclaim all warranties either expressed or implied, related to Products, including, but not limited to, any warranty of title, accuracy, merchantability or fitness for a particular purpose, warranty of non-infringement, or any warranty relating to Third Party Services. The disclaimer contained in this paragraph does not affect the terms of any manufacturer's warranty. Customer expressly waives any claim that it may have against Seller or its Affiliates based on any product liability or infringement or alleged infringement of any patent, copyright, trade secret or other intellectual property rights (each a "Claim") with respect to any Product and also waives any right to indemnification from Seller or its Affiliates against any such Claim made against Customer by a third party. Customer acknowledges that no employee of Seller or its affiliates is authorized to make any representation or warranty on behalf of Seller or any of its Affiliates that is not in this agreement. Seller makes no other, and expressly disclaims all other, representations, warranties, conditions or covenants, either expressed or implied (including without limitation, any expressed or implied warranties or conditions of fitness for a particular purpose, merchantability, duration, title, accuracy or nonperformance of the Services, include but not limited to any warranty relating to third party services, any warranty with respect to the performance of any hardware or software used in performing Services and any warranty concerning the results to be obtained from the Services. This disclaimer and exclusion shall apply even if the expressed warranty and limited remedy set forth herein fails its essential purpose. Customer acknowledges that no representative of Seller or its Affiliates is authorized to make any representation or warranty on behalf of Seller or any of its Affiliates that is not in this Agreement or in a Statement of Work or Services Contract expressly amending Seller's warranty. Customer shall be solely responsible for daily back-up and other protection of its data and software against loss, damage or corruption unless contracting with Seller for these services in a mutually agreed Services Contract. Customer shall be solely responsible for reconstructing data (including but not limited to data located on disk files and memories) and software that may be lost, damaged or corrupted during the performance of Services unless contracting with Seller for these services in a mutually agreed Services Contract. Seller, its Affiliates, and its and their suppliers, subcontractors and agents are hereby released and shall continue to be released from all liability in connection with the loss, damage or corruption of data and software, and Customer assumes all risk of loss, damage or corruption of data and software in any way related to or resulting from the Services unless contracting with Seller for these services in a mutually agreed Services Contract. Seller will not be responsible for and no liability shall result to Seller or any of its Affiliates for any delays in delivery or in performance which result from any circumstances beyond Seller's reasonable control, including, but not limited to, Product unavailability, carrier delays, Customer ISP outages, delays due to fire, severe weather conditions, failure of power, labor problems, acts of war, terrorism, embargo, acts of God or acts or laws of any government or agency. Any shipping dates or completion dates provided by Seller or any purported deadlines contained in a Statement of Work or Services Contract or any other document are estimates only.

Pricing Information; Availability Disclaimer

Seller reserves the right to make adjustments to pricing, Products and Service offerings for reasons including, but not limited to, changing market conditions, Product discontinuation, Product unavailability, manufacturer price changes, supplier price changes and errors in advertisements. All orders are subject to Product availability and the availability of Personnel to perform the Services. Therefore, Seller cannot guarantee that it will be able to fulfill Customer's orders. If Services are being performed on a time and materials basis, any estimates provided by Seller are for planning purposes only.

Limitation of Liability

Under no circumstances and notwithstanding the failure of essential purpose of any remedy set forth herein, will Seller, its affiliates or its or their suppliers, subcontractors or agents be liable for: (i) any incidental, indirect, special, punitive or consequential damages including but not limited to, loss of profits, business, revenues or savings, even if Seller has been advised of the possibilities of such damages or if such damages are otherwise foreseeable, in each case, whether a claim for any such liability is premised upon breach of contract, warranty, negligence, strict liability or other theory of liability: (ii) any claims, demands or actions against Customer by any third party; (iii) any loss or claim arising out of or in connection with Customer's implementation of any conclusions or recommendations by Seller or its affiliates based on, resulting from, arising out of or otherwise related to the Products or Services; or (iv) any unavailability of the Product for use or any lost, damaged or corrupted data or software. In the event of any liability incurred by Seller or any of its affiliates, the entire liability of Seller and its affiliates for damages from any cause whatsoever will not exceed the lesser of: (A) the dollar amount paid by Customer for the Product(s) giving rise to the claim or the specific Services giving rise to the claim; or (B) $5,000.00.

Limited License

Customer's sole rights to the work product, materials and other deliverables to be provided or created (individually or jointly) in connection with the Services, including but not limited to, all inventions, discoveries, methods, processes, formulae, ideas, concepts, techniques, know-how, data, designs, models, prototypes, works of authorship, computer programs, proprietary tools, methods of analysis and other information (whether or not capable of protection by patent, copyright, trade secret, confidentiality, or other proprietary rights) or discovered in the course of performance of this Agreement that are embodied in such work or materials ("Work Product") will be, upon payment in full, a non-transferable, non-exclusive, royalty-free license to use such Work Products solely for Customer's internal use. Customer will have no ownership or other property rights thereto and Customer shall have no right to use any such Work Product for any other purpose whatsoever. Customer acknowledges that Sellers may incorporate intellectual property created by third parties into the Work Product ("Third Party Intellectual Property"). Customer agrees that its right to use the Work Product containing Third Party Intellectual Property may be subject to the rights of third parties and limited by agreements with such third parties.

Ownership of Other Property

Customer does not acquire any ownership interest in or right to possess the servers or other hardware Seller provides for Customer's use, and Customer has no right of physical access to the hardware. Seller does not acquire any ownership interest in or right to the information Customer transmits to or from or store on Seller's servers or other devices. On termination of the Agreement Customer must promptly release any Internet protocol numbers, addresses or address blocks assigned to Customer in connection with the Service (but not any URL or top level domain or domain name) and agrees that Seller may take steps to change or remove any such IP addresses.

Confidential Information

Each party anticipates that it may be necessary to provide access to information of a confidential nature of such party, the Affiliates or a third party (hereinafter referred to as "Confidential Information") to the other party in the performance of this Agreement and any Statement of Work or Services Contract. "Confidential Information" means any information or data in oral, electronic or written form which the receiving party knows or has reason to know is proprietary or confidential and which is disclosed by a party in connection with this Agreement or which the receiving party may have access to in connection with this Agreement, including but not limited to the terms and conditions of each Statement of Work or Services Contract. Confidential Information will not include information which: (a) becomes known to the public through no act of the receiving party; (b) was known to the receiving party, or becomes known to the receiving party from a third party having the right to disclose it and having no obligation of confidentiality to the disclosing party with respect to the applicable information; or (c) is independently developed by agents, employees or subcontractors of the receiving party who have not had access to such information. To the extent practicable, Confidential Information should be clearly identified or labeled as such by the disclosing party at the time of disclosure or as promptly thereafter as possible, however, failure to so identify or label such Confidential Information will not be evidence that such information is not confidential or protectable. Each party agrees to hold the other Party's Confidential Information confidential for a period of three (3) years following the date of disclosure and to do so in a manner at least as protective as it holds its own Confidential Information of like kind but to use no less than a reasonable degree of care. Disclosures of the other Party's Confidential Information will be restricted (i) to those individuals who are participating in the performance of this Agreement or the applicable Statement of Work or Services Contract and need to know such Confidential Information for purposes of providing or receiving the Products or Services or otherwise in connection with this Agreement or the applicable Statement of Work or Services Contract, or (ii) to its business, legal and financial advisors, each on a confidential basis. Each party agrees not to use any Confidential Information of the other Party for any purpose other than the business purposes contemplated by this Agreement and the applicable Statement of Work or Services Contract. Upon the written request of a party, the other party will either return or certify the destruction of the Confidential Information of the other party. If a receiving party is required by law, rule or regulation, or requested in any judicial or administrative proceeding or by any governmental or regulatory authority, to disclose Confidential Information of the other Party, the receiving party will give the disclosing party prompt notice of such request so that the disclosing party may seek an appropriate protective order or similar protective measure and will use reasonable efforts to obtain confidential treatment of the Confidential Information so disclosed.

Return Privileges

Seller will accept a return of defective or damaged Product within thirty (30) days from the invoice date provided the manufacturing partner ("Manufacturer") will accept the return. Seller cannot provide a return for Product that is not authorized for return by the Manufacturer. Customer must notify Seller of any defective or damaged Products within five (5) days of receipt by same customer.

Termination

Seller may terminate performance of a service or a statement of Work or Services Contract for cause if Customer fails to cure a material default in the time period specified herein. Any material default must be specifically identified in a written notice of termination. After written notice, the Customer will have ten days to remedy his performance, including monetary defaults. Failure to remedy any material default within the applicable time period provided for herein will give cause for immediate termination. In the event of termination for cause, the Customer will pay Seller, and remain obligated to pay Seller for all services performed, expenses incurred, and for any other monies due and owing pursuant to any order, contracts, or agreements for work or services. Upon such termination, the Customer shall have no rights, whatsoever, under this Agreement, other than any right of action occurring prior to the termination. Payment obligations and obligations that expressly or by implication are intended to survive termination, including, but not limited to limitation of liability, indemnity, confidentiality, or licensing of work product, survive termination. Seller may cancel any Work or Services Contract by serving written notice sixty (60) days prior to proposed cancellation date.

Customer Data Center or Support Responsibilities

Customer must use reasonable security precautions in light of Customer's use of the Data Center Services, including encrypting any Personally Identifiable Information (PII) transmitted to or from, or stored on, Seller's servers or storage devices that Customer uses. Customer must comply with the laws applicable to Customer's use of the Services and with Seller's Hosting Use Policy (HUP) contained in the Data Center Services Contract. Customer must cooperate with Seller's reasonable investigation of Service outages, security problems, and any suspected breach of the Agreement.

Promises Seller Does Not Make

Seller does not promise that the Services will be uninterrupted, error-free, or completely secure. Customer acknowledges that there are risks inherent in Internet connectivity that could result in the loss of Customer's privacy, Confidential Information and property. Seller disclaims any and all warranties not expressly stated in the Agreement including the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Customer is solely responsible for the suitability of the service chosen. Unless otherwise agreed, all Supplemental Services are performed on an "AS IS, AS AVAILABLE" basis.

Unauthorized Access to Customer's Data or Use of the Services

Seller is not responsible to Customer for unauthorized access to Customer's data or the unauthorized use of the Services unless the unauthorized access or use results from Seller's failure to meet its security obligations stated in the Agreement. Customer is responsible for the use of the Services by any of Customer's employees, any person to whom Customer has given access to the Services, and any person who gains access to Customer's data or the Services as a result of Customer's failure to use reasonable security precautions, even if such use was not authorized by Customer.

Changes to the Hosting Use Policy

Seller may change Seller's Hosting Use Policy (HUP) to add restrictions on Customer's use of the Services provided that any new restrictions are reasonable and consistent with hosting industry norms. Any changes to the HUP made during the term of Customer's Agreement will become effective as to Customer upon the first to occur of: (i) renewal, (ii) Customer's execution of a new/additional Change Order for Customer's configuration that incorporates the revised HUP by reference, or (iii) thirty (30) days following Seller's notice to Customer describing the change. If a change to the HUP materially and adversely affects Customer, Customer may terminate the Agreement by giving Seller written notice of termination on such grounds no later than thirty (30) days following the date the change became effective as to Customer. Seller will not charge Customer an early termination fee for a termination on such grounds. If Customer terminates Customer's Service because Seller has modified Seller's HUP in a way that adversely affects Customer, Seller may decide to waive that change as to Customer and keep Customer's Agreement in place for the remainder of the term.

Suspension of Services

Customer agrees that Seller may suspend Services without liability if: (i) Seller reasonably believes that the Services are being used in violation of the Agreement; (ii) Customer doesn't cooperate with Seller's reasonable investigation of any suspected violation of the Agreement; (iii) there is an attack on Customer's server(s), Customer's server is accessed or manipulated by a third party without Customer's consent, or there is another event for which Seller reasonably believes that the suspension of Services is necessary to protect the Seller's network or Seller's other customers, or (iv) required by law. Seller will give Customer advance notice of a suspension under this paragraph of at least twelve (12) Business Hour's unless Seller determines in Seller's reasonable commercial judgment that a suspension on shorter or contemporaneous notice is necessary to protect Seller or its other customers from imminent and significant operational or security risk.

Indemnification

If any claims of any kind are made against Seller as a result of any actions by Customer, or arising out of the purchase by Customer or licensing of any Products or Services, then Customer shall indemnify and otherwise hold harmless Seller for such claims. Moreover, in the event that Seller incurs any legal fees or expenses as a result of such claims(s), then Customer shall also be responsible for reimbursement to the Seller for same.

Software

Customer may not remove, modify or obscure any copyright, trademark or other proprietary rights notices that appear on any software Seller provides for Customer's use. Unless permitted by the terms of an open source software license, Customer may not reverse engineer, decompile or disassemble any software Seller provides for Customer's use except and to the extent that Customer is expressly permitted by applicable law to do this, and then following at least ten days advance written notice to Seller. In addition to the terms of Seller's Agreement, Customer's use of any Manufacturer's software is governed by that Manufacturer's licensing terms.

Other People's Products and Services

Seller may from time to time arrange for Customer to purchase or license third party software, services or other products at Customer's expense that are not included as part of the Data Center Services. Seller makes no representation or warranty whatsoever regarding such third party products and related support Services and as between Customer and Seller, such Services are provided "AS IS." Customer's use of any third party software, services, and other products are governed by the terms of Customer's agreement with the third party.

Intellectual Property Infringement

If Seller or any of its customers is faced with a credible claim that the Services infringe on the intellectual property rights of a third party, and Seller is not reasonably able to obtain the right to use the infringing element or modify the Services such that they do not infringe, then Seller may terminate the Services on reasonable notice of at least ninety (90) days, and will not have any liability on account of such termination except to refund amounts paid for Services not used as of the time of termination.

Miscellaneous

Seller may assign or subcontract all or any portion of its rights or obligations with respect to the sale of Products or the performance of Services or assign the right to receive payments, without Customer's consent. Customer may not assign these Terms and Conditions, or any of its rights or obligations herein without the prior written consent of Seller. Subject to the restrictions in assignment contained herein, these Terms and Conditions will be binding on and inure to the benefit of the parties hereto and their successors and assigns. No provision of this Agreement or any Statement of Work or Services Contract will be deemed waived, amended or modified by either party unless such waiver, amendment or modification is in writing and signed by both parties. The relationship between Seller and Customer is that of independent contractors and not that of employer/employee, partnership or joint venture. If any term or condition of this Agreement or a Statement of Work or Services Contract is found by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable, the same shall not affect the other terms or conditions hereof or thereof or the whole of this Agreement or the applicable Statement of Work or Services Contract. Notices provided under this Agreement will be given in writing and deemed received upon the earlier of actual receipt or three (3) days after mailing if mailed postage prepaid by regular mail or airmail or one (1) day after such notice is sent by courier or facsimile transmission. Any delay or failure by either party to exercise any right or remedy will not constitute a waiver of that party to thereafter enforce such rights.