This Hardware and Software Sales Agreement (the “Agreement”) is by and between Jeskell Incorporated, its subsidiaries and affiliates (collectively, the “Company”) and the individual and/or entity reflected on the signature line below or the Sales Proposal, if this document is accessed online (“Buyer”) for the sale of certain hardware and/or software (collectively, “Goods”) more fully described in the Sales Proposal. Thus, in consideration of the mutual promises of the parties and other good and valuable consideration, the parties hereby agree to the following terms:

A Sales Proposal issued by Company shall be considered an offer for the sale of Products and shall be accepted by Customer when the Customer does either of the following, whichever occurs first: (i) signs the Sales Proposal or (ii) accepts the Products at the shipping address located on the Sales Proposal. The Company, in its sole discretion, may change the terms of this Agreement without notice at any time before Customer accepts the Products. The Company expressly rejects all terms and conditions set forth on Customer's purchase order or other documentation which are contrary to, or in addition to, or which in any way modify any of the terms and conditions contained herein.

Products will ship directly from the warehouse of the manufacturer of the Products, an authorized distributor of the Company, or from the Company’s integration center (“Point of Shipping”). All Products are shipped F.O.B. Shipping Point, and all title, risk of loss, damage, or destruction to the Products shall pass to Customer as soon as the Products leave the Point of Shipping, except for IBM products shipped direct from the manufacturer which will be insured by IBM to the point of destination. The Company reserves the right, in its sole discretion, to select the means of shipment, Point of Shipping, and routing.

Warranty and warranty information, if applicable, are provided by the manufacturer of the Products, which shall pass to the Customer upon acceptance of the Products. While the Company tries to ensure the accuracy and completeness of its Products, the Company is not responsible for manufacturer’s errors. EXCEPT FOR THE MANUFACTURER'S WARRANTY, IF ANY, AND TO THE EXTENT PERMITTED BY LAW, THE PRODUCTS SOLD HEREUNDER ARE PROVIDED "AS IS" WITHOUT WARRANTY, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE.

IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR ANY OTHER DAMAGES SUFFERED BY CUSTOMER WHETHER IN CONTRACT OR TORT INCLUDING WITHOUT LIMITATION NEGLIGENCE EVEN IF ADVISED IN ADVANCE OF SUCH POSSIBILITY AND EVEN IF SUCH DAMAGES WERE FORSEEABLE. In any event and to the extent permitted by law, the Company’s liability shall be limited to the cost of the Products in the related Sales Proposal.

Customer represents and warrants to the Company that: (i) the person accepting the Products on behalf of Customer, has been duly authorized by all necessary corporate procedures or other action of Customer; (ii) Customer's execution of these terms and conditions will not violate any provision or law of its governing, organizational documents, or result in the breach of any agreement to which the Customer is a party; and (iii) Customer is the end-user of the Products. Customer acknowledges and agrees that the Company's performance is dependent on the Customer's timely and effective satisfaction of all of Customer's responsibilities hereunder and timely approvals by Customer. The Company is entitled to rely on all approvals of Customer in connection with the Products provided hereunder. Customer further acknowledges and agrees that Customer may have to comply with other terms and conditions apart from those hereunder which may be required by third parties with whom the Company conducts business.

Returns are only granted for products originally procured from the Company for the reasons listed below and require compliance with the manufacturer’s requirements. Acceptance of a return is in the sole discretion of the Company and subject to acceptance of the return by the manufacturer, where applicable. No software may be returned. The Company may impose a twenty-five percent (25%) restocking fee on all returns. Refunds will not be given, but credits will be applied.

(i) Damaged Products. Customer may apply for a return for damage by filing a Return Merchandise Authorization ("RMA") form within thirty (30) days from date of shipment of the Products. The RMA must be filed in accordance with the RMA Policy, which is available on the Company’s website (as amended form time to time).

(ii) Breach of Warranty. Products returned for breach of manufacturer's warranty may be returned after the Company confirms with manufacturer that Customer is entitled to a return under manufacturer's warranty. MANUFACTURER’S RETURN POLICY IS NOT A WARRANTY.

(iii) Errant Products. If Customer receives shipment of Products over the quantity ordered, or errant products, Customer shall notify the Company and return such Products with manufacturer's external seal intact within five (5) days of Customer's receipt thereof; otherwise Customer will be responsible for the purchase price of such Products.

(iv) Upgrades. If the Products purchased by Customer constitute an upgrade, Customer shall return the original part or product in accordance with the manufacturer's requirements for return of the same. If Customer shall fail to return the original part within thirty (30) days of the date that the upgrade shall have been shipped, then Customer shall not receive a credit for the original part and shall pay the full purchase price for the upgrade.

The Company has the right to cancel any orders placed for any Products listed at an incorrect price or shown with incorrect information, whether due to typographical error or otherwise and whether or not Customer's order was accepted. Upon any such cancellation, if the Products have not shipped, the Company will credit Customer for any fees owed. Upon any cancellation of Products that shipped, Customer shall return all Products within five (5) business days of the Company's written notification to Customer of such cancellation, and upon such return the Company will issue a credit to Customer's account.

Customer understands and acknowledges that United States law and, in particular, the United States Export Administration Regulations (“EAR”) govern the sale, export or other disposition of the products and related technical data that are the subject of this Agreement. Customer therefore agrees to adhere to all provisions of the EAR and the terms, conditions, required procedures, and documentation of any export licenses or other approvals issued for such products and related technical data. Specifically, Customer agrees that it will not participate in the transfer by any means of any product or technical data acquired from the Company: (i) in violation of the EAR or any order or license issued under its provisions, or (ii) with the knowledge or with reason to know that a violation of the EAR, an order or a license has occurred, is about to occur, or is intended to occur with respect to any such product or technical data. In the event that any license or approval is required in order for the Company to perform its obligations under this Agreement, the Company agrees to use its best efforts in obtaining such license or approval. The Customer agrees to fully cooperate with and support the Company in obtaining any required license or approval and in maintaining the Company’s strict compliance with the EAR, including, but not limited to, executing any required documents or providing any required information.

The Company shall be relieved of all obligations to Customer if Customer violates the EAR or the provisions of any export license or approval, or if such export licenses or approvals are not issued, are suspended or revoked by the United States Government, or if Customer fails to comply with the other requirements of this sect.

Customer may not assign, transfer, or sublicense any of the rights Customer obtains in the Products pursuant to this Agreement without the prior written consent of the Company; consent will not be unreasonably delayed or denied if assignment, transfer, or sublicense of the rights is to a reputable leasing company (as determined in the sole discretion of the Company).

The Company shall not be liable for any loss or damage, for any failure or delay in delivery due to causes beyond its control, including, but not limited to, fire, acts of God, terrorism, public enemy, or acts of governmental bodies or agencies.

All prices quoted by the Company on the proposal are based on U.S. dollars. Invoices are generated at Point of Shipping and are due net 30 days from the date of invoice, unless the Company, unless the Company, in its sole discretion, approves Customer's creditworthiness, in which case full payment shall be in accordance with the approved credit terms. Interest on overdue payments shall be payable at the rate of 1.5% per month determined and compounded monthly from the date due until the date paid. Customer shall be solely responsible for the payment of all shipping and handling charges, insurance costs (if applicable), and taxes, including any interest and penalties, in connection with the Products, including but not limited to any sales, use, excise, value-added taxes (“VAT”), services, consumption, and other taxes and duties assessed on the provision of said Products, except if Customer provides the Company with a tax exemption certification acceptable to all relevant taxing authorities. The Company, in its sole discretion, may require payment in advance of shipment or delivery of any or all of the Products ordered with the Company or otherwise change the terms of Customer's credit, or delay the shipment of said Products (whether or not in transit), or cancel Customer's order for all or any of the then remaining balance of Products covered by these terms and conditions, without the Company incurring any liability for loss or damage of any kind by reason of such change, delay or cancellation and with Customer remaining liable to pay for Products already shipped, if Customer's ability to make any payment shall be impaired, as determined by the Company, in its sole discretion. If Customer breaches any section of this Section, then, in addition to all other remedies available to the Company by law or equity, the Company may, in its sole determination: (i) disconnect the Products or otherwise render them inoperable; (ii) cease performance of any other obligation undertaken under the applicable proposal; and/or (iii) repossess the Products with or without court proceeding. The prevailing party in any action to enforce or relating to these terms and conditions shall be entitled to recover reasonable attorney's fees

The term of this Agreement shall begin once signed by both parties or as soon as the Products ship, whichever occurs first and shall exist in perpetuity or until terminated by either party. Either part may terminate this Agreement with or without cause upon thirty (30) days written notice.

This Agreement and any Sales Proposal shall be governed by the laws of the Commonwealth of Massachusetts; (b) constitute the entire agreement between the parties concerning its subject matter; (c) supersede any prior or contemporaneous agreement or proposals concerning such subject matter; and (d) may be amended, terminated early, or waived only by a written instrument executed by both parties. In the event of a conflict between the terms of this Agreement and any proposal, Customer issued purchase order, or other documents, the terms of this Agreement shall prevail. The article headings are for reference and convenience only and shall not be considered in the interpretation of this Agreement. The terms of Sections 1, 3, 6, 7, and 9 of this Agreement shall survive the expiration or termination of this Agreement.

I, being an authorized representative of Customer, have read and agreed to the terms of this Agreement.