Terms and Conditions

Shipping

Restrictions

We are unable to

ship outside the United States including to freight forwarders.

PLEASE READ THESE

TERMS AND CONDITIONS VERY CAREFULLY

THE TERMS AND

CONDITIONS OF PRODUCT SALES AND SERVICE PROJECTS 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 IT Acquired LLC ("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

ANY SELLER WEBSITE OR MOBILE APPLICATION 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 shopping on any Seller Website

or Mobile Application (each, a "Site") 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 a Site at the time Customer places an order or signs a

Statement of Work will govern the order 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; individual consumers may withdraw

consent to receiving electronic records or have the record provided in

non-electronic form by contacting Seller. In addition, Internet connectivity

requires access services from an Internet access provider. Contact your local

access provider for details. 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, THE SERVICES HEREUNDER AND ANY SALE OF

PRODUCTS HEREUNDER WILL BE GOVERNED BY THE LAWS OF THE STATE OF FLORIDA,

WITHOUT REGARD TO CONFLICTS OF LAWS RULES. ANY ARBITRATION, ENFORCEMENT OF AN

ARBITRATION OR LITIGATION WILL BE BROUGHT EXCLUSIVELY IN HILLSBOROUGH COUNTY, FLORIDA,

AND CUSTOMER CONSENTS TO THE JURISDICTION OF THE FEDERAL AND 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. Except in

the case of nonpayment, neither party may institute any action in any form

arising out of these Terms and Conditions more than one (1) year after the

cause of action has arisen. 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 in equity.

Title; 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 may be provided by third parties, including, but not

limited to, extended warranty service by manufacturers, and are sold by Seller

as distributor or sales agent ("Third Party Services").

In the case of Third

Party Services, Customer shall consider the third party to be the contracting

party and 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 and Customer’s Affiliates (defined below) hereby

release Seller and Seller’s Affiliates (defined below) 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. For purposes of this Agreement

(a) “Affiliate” means, with respect to Seller, entities that Control, are

Controlled by, or are under common Control with Seller; and, with respect to

Customer, entities both that Control are Controlled by, or are under common

Control with Customer, and (b) “Control” or “Controlled” means the possession,

directly or indirectly, of the power to direct or cause the direction of the

affairs of another whether by ownership of shares, ability to appoint officers,

contract or otherwise.

Where Services are

ordered in a Statement of Work, each Statement of Work 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. In the event of an addition to or a conflict

between any term or condition of the Statement of Work and these Terms and

Conditions, these Terms and Conditions will control, except as expressly

amended in the applicable Statement of Work by specific reference to this

Agreement. Each such amendment will be applicable only with respect to such

Statement of Work and not to future Statements of Work. Changes to the scope of

the Services described in a Statement of Work will be made only in a writing

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 in that writing executed 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. Each Statement of Work 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,

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, Customer will pay for the Services in the amounts and

in accordance with any payment schedule set forth in the applicable Statement

of Work. If no payment schedule is provided, Customer will pay for the Services

as invoiced by Seller. 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 any portion thereof. Customer

agrees to pay interest on all past-due sums at the lower of one and one-half

percent (1.5%) per month or the highest rate allowed by law. 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, 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. Customer hereby grants to

Seller a security interest in the Products to secure payment in full. Customer

authorizes Seller to file a financing statement reflecting such security

interest. Except as otherwise specified on an applicable Statement of Work,

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.

Where Customer’s

payment obligations for Products or any Third Party Services are structured

such that the applicable fees are payable in installments over the subscription

term, Customer acknowledges and agrees that its payment obligations for the

entire subscription term are non-cancellable and non-refundable. Customer shall

remain financially liable for all installment payments due for the full

subscription term, regardless of whether Customer elects to discontinue use of

the Products or Third Party Services prior to the end of the subscription term.

Notwithstanding anything to the contrary in any quote, order form, purchase

order, or other Customer-provided document, Customer acknowledges and agrees

that, upon placement of a purchase order for the Products or Third Party

Services, such purchase is final and non-cancellable, and all fees paid or

payable to Seller are non-refundable. Termination or expiration of the

subscription for any reason shall not relieve Customer of its obligation to pay

all fees due for the full subscription term.

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 EXPRESS OR IMPLIED, RELATED TO

PRODUCTS, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF TITLE, ACCURACY,

MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WARRANTY OF

NONINFRINGEMENT, 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

warranties to the Customer and the Customer hereby acknowledges that Seller

makes no warranties in regard to the applicability of all laws and regulations

affecting, without limitation the manufacture, performance, sale, packaging and

labelling of the Products which are in force within the Customer’s territory.

Customer further

acknowledges and agrees that Seller makes no representations, warranties or

assurances that the Products are designed for or suitable for use in any high

risk environment, including but not limited to aircraft or automobile safety

devices or navigation, life support systems or medical devices, nuclear

facilities, or weapon systems, and Customer agrees to indemnify Seller in

connection with any such use of the Products. Customer further agrees to review

and comply with the manufacture’s disclaimers and restrictions regarding the

use of the Products in high risk environments.

Seller warrants that

the Services will be performed in a good and workmanlike manner. Customer's

sole and exclusive remedy and Seller's entire liability with respect to this

warranty will be, at the sole option of Seller, to either (a) use its

reasonable commercial efforts to reperform or cause to be reperformed any

Services not in substantial compliance with this warranty or (b) refund amounts

paid by Customer related to the portion of the Services not in substantial

compliance; provided, in each case, Customer notifies Seller in writing within

five (5) business days after performance of the applicable Services. EXCEPT AS

SET FORTH HEREIN OR IN ANY STATEMENT OF WORK THAT EXPRESSLY AMENDS SELLER'S

WARRANTY, AND SUBJECT TO APPLICABLE LAW, SELLER MAKES NO OTHER, AND EXPRESSLY

DISCLAIMS ALL OTHER, REPRESENTATIONS, WARRANTIES, CONDITIONS OR COVENANTS,

EITHER EXPRESS OR IMPLIED (INCLUDING WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED

WARRANTIES OR CONDITIONS OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY,

DURABILITY, TITLE, ACCURACY OR NON-INFRINGEMENT) ARISING OUT OF OR RELATED TO

THE PERFORMANCE OR NON-PERFORMANCE OF THE SERVICES, INCLUDING 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 EXPRESS WARRANTY AND LIMITED

REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE. CUSTOMER ACKNOWLEDGES

THAT NO REPRESENTATIVE OF SELLER OR OF 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 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. 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. 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.

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, 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 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 and cannot guarantee pricing until the order is shipped. If Services are

being performed on a time and materials basis, any estimates provided by Seller

are for planning purposes only.

Credits

Any credit issued by

Seller to Customer for any reason must be used within two (2) years from the

date that the credit was issued and may only be used for future purchases of

Products and/or Services. Any credit or portion thereof not used within the two

(2) year period will automatically expire.

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: (A) 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;

(B) ANY CLAIMS, DEMANDS OR ACTIONS AGAINST CUSTOMER BY ANY THIRD PARTY; (C) 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 (D) 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) $50,000.00.

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.

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. "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. 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 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 (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. 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

IT Acquired allows

Customer returns based on the policies of the original product manufacturer.

Software is not returnable if the packaging has been opened. If software was

distributed electronically, it is not returnable if the licenses were

downloaded. Customers should contact IT Acquired via e-mail at to initiate a

return or for additional information. Customers must notify IT Acquired of any

damaged Products within fifteen (15) days of receipt.

Termination

Either party may

terminate performance of a Service or a Statement of Work for cause if the

other party 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 notified party will, subject

to the provision of warranties herein, have thirty (30) days to remedy its

performance except that it will only have ten (10) days to remedy any monetary

default. Failure to remedy any material default within the applicable time

period provided for herein will give cause for immediate termination, unless

such default is incapable of being cured within the time period in which case

the defaulting party will not be in breach (except for Customer’s payment

obligations) if it used its reasonable efforts to cure the default. In the

event of any termination of the Services or a Statement of Work, Customer will

pay Seller for all Services performed and expenses incurred up to and including

the date of termination plus any termination fee if one is set forth in the

applicable Statement of Work. In such event Customer will also pay Seller for

any out-of-pocket demobilization or other direct costs resulting from

termination. Upon termination, all rights and obligations of the parties under

the Service or Statement of Work (as applicable) will automatically terminate

except for any right of action occurring prior to 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 and this survival

provision).

Arbitration

Any claim, dispute,

or controversy (whether in contract, tort or otherwise, whether preexisting,

present or future, and including, but not limited to, statutory, common law,

intentional tort and equitable claims) arising from or relating to the

Products, the Services, the interpretation or application of these Terms and

Conditions or any Statement of Work or the breach, termination or validity

thereof, the relationships which result from these Terms and Conditions or any

Statement of Work (including, to the full extent permitted by applicable law,

relationships with third parties who are not signatories hereto), or Seller's

or any of its Affiliates' advertising or marketing (collectively, a “Claim”)

WILL BE RESOLVED, UPON THE ELECTION OF ANY OF SELLER, CUSTOMER OR THE THIRD

PARTIES INVOLVED, EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION. If

arbitration is chosen, it will be conducted pursuant to the Rules of the

American Arbitration Association. If arbitration is chosen by any party with

respect to a Claim, neither Seller nor Customer will have the right to litigate

that Claim in court or to have a jury trial on that Claim or to engage in

pre-arbitration discovery, except as provided for in the applicable arbitration

rules or by agreement of the parties involved. Further, Customer will not have

the right to participate as a representative or member of any class of

claimants pertaining to any Claim. Notwithstanding any choice of law provision

included in these Terms and Conditions, this arbitration agreement is subject

to the Federal Arbitration Act (9 U.S.C. §§ 1-16). The arbitration will take

place exclusively in Tampa, Florida. Any court having jurisdiction may enter

judgment on the award rendered by the arbitrator(s). Each party involved will

bear its own cost of any legal representation, discovery or research required

to complete arbitration. The existence or results of any arbitration will be

treated as confidential. Notwithstanding anything to the contrary contained

herein, all matters pertaining to the collection of amounts due to Seller

arising out of the Products or Services will be exclusively litigated in court

rather than through arbitration.

Personal Data

If and to the extent

that Seller will process Personal Data on behalf of Customer in the provision

of Services under this Agreement, the Data Processing Agreement provided

at https://www.itacquired.com/tandcs/data shall apply to such

processing and is incorporated by reference. As used herein, “Personal Data”

means any information that identifies relates to, describes, is capable of

being associated with, or could reasonably be linked, directly or indirectly,

with a particular individual or household in connection with the Services

performed for Customer, including without limitation any information that

qualifies as “personal information” or “personal data” under data protection

laws applicable to Seller.

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 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 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. 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.

International

Services

If and to the extent

that any Statement of Work involves the provision of Services remotely by

Seller to a Customer location outside of the United States, the following

additional terms shall apply with respect to those Services only.

Customer will pay

for, and will indemnify, defend and hold Seller and its Affiliates and each of

their respective directors, officers, employees and agents harmless from loss

(of any kind), cost, damage or expense (including, but not limited to, attorney’s

fees and expenses) arising out of any Taxes. Customer must claim any exemption

from such taxes, fees or charges at the time of purchase and provide Seller

with the necessary supporting documentation. Any taxes, charges, fees,

penalties and interests in respect thereof that are the responsibility of

Customer hereunder may be invoiced by Seller in the Product or Services

invoices or separately. For purposes of this Section, “Taxes” means any

applicable sales, use, transaction, value added, goods and services tax,

harmonized sales tax, withholding tax, excise or similar taxes, and any

foreign, provincial, federal, state or local fees or charges (including but not

limited to, environmental or similar fees) and any income or business tax

liability, including any penalties and interest in respect thereof, imposed on,

in respect of or otherwise associated with any transaction hereunder, or the

Purchased Items (except taxes on or measured by the net income of Seller).

If the Laws or a

governmental authority imposes or adopts regulation, or there is a change in

the Laws, which requires Seller or any of its Affiliates to register and/or

obtain a governmental license, permit, or consent to make the Services

available within a jurisdiction, Seller has the right not to make available or

terminate the Service to the Customer’s Affiliate(s) in such jurisdiction

without any liability whatsoever to the Customer or its Affiliates. For

purposes of this Agreement, “Laws” means any applicable federal, state,

provincial, local, municipal, regional, foreign, international, multinational

or other constitution, law, statute, treaty, rule, regulation, regulatory or

legislative requirement, ordinance, license, restriction, judicial or administrative

order, code, common law or other pronouncement having the effect of law.

Customer and Seller

are solely obligated to address and resolve all claims, controversies or

disputes associated with provision of Services (including any damages or

injuries to a party’s foreign Affiliates) in the United States as provided in

the Arbitration clause above. In the event a party’s foreign Affiliate brings

suit or makes a claim or demand against the other party or an Affiliate of the

other party located outside of the United States, such party will work with its

foreign Affiliate to dismiss the suit, claim, or demand, and such party will

bring such suit, claim or demand against the other party directly in the United

States instead. In addition, such party will reimburse the other party or the

other party’s Affiliates for any of the costs or expenses that the other party

or the other party’s Affiliates reasonably incurred while responding to the

suit, claim or demand brought by such party’s foreign Affiliate.