Terms and Conditions

Payment / Deposit Terms

Payment terms are net 30 days and shall be billed as set forth in Section 1.9.

Balances owed past 30 days shall bear interest at the lesser of the rate of one and one-half percent (1.5%) per month or the greatest amount permitted by law, until paid in full.

Unless other arrangements have been made, hardware and software product orders require a 50% deposit and a signed purchase order. The balance, 50%, will be invoiced when delivered. Professional service orders require a signed purchase order.

Checks or payments, whether full or partial, received from or for the account of the Customer, regardless of writings, legends or notations upon such checks or payments, or regardless of other writings, statements or documents, shall be applied by SponduLinx against the amount owing by the Customer with full reservation of all rights and without an accord and satisfaction of Customer's liability.

In the event Customer fails to make payment of any undisputed portion of the purchase price or any portion thereof when due, SponduLinx shall have the right to employ an attorney to collect the balance due and Customer agrees to pay all collection costs incurred by SponduLinx, including its reasonable attorney's fees.

Travel and Living Expenses

The Customer agrees to reimburse SponduLinx for all reasonable, pre-approved travel and living expenses incurred in connection with services provided under this agreement. In the event services are delivered within a 50-mile radius of the consultant(s) home or office, no expenses such will be charged. SponduLinx will provide Customer with detailed documentation of all expenses.

Taxes

SponduLinx's quoted prices do not include applicable state and local taxes. Taxes will be added to the Customer's invoice amount. The Customer must send SponduLinx a copy of its exemption certificate or direct pay permit to SponduLinx's corporate office prior to first delivery if taxes are not to be collected. If products or services are to be paid via a leasing arrangement, then the Customer must instruct the lessor to send a copy of its exemption certificate to SponduLinx's corporate office.

Shipping Charges

All quoted prices shall be FOB point of shipment. The costs incurred by SponduLinx for shipping products to the Customer's location are not included in the quoted prices. Shipping costs incurred by SponduLinx will be added to the Customer's invoice. Unless the Customer provides special written instructions prior to shipment, products will ship via the most practical carrier and route considering cost and required delivery date.

Returns and Cancellations for Hardware and Software Products

SponduLinx will accept returns on damaged, defective or unopened software thirty (30) days of receipt by the Customer. All returns after the specified periods and returns for other reasons will be at the discretion of SponduLinx and subject to vendor restocking fees and transportation costs. All returns for warranty/replacement will be subject to defined warranty contracts.

Warranty and Support for Hardware and Software Products

All products are subject to the warranties provided by the manufacturer. Customized products and integration services are supported against defects in material and workmanship for a 90 day period after installation. After 90 days, the Customer may execute a SponduLinx "System Support Plan" to continue support coverage by SponduLinx beyond the initial warranty period.

Warranty for Consulting Services

SponduLinx warrants that (i) it shall perform the consulting services hereunder in a professional and workman-like manner consistent with industry standards; (ii) it will comply with all applicable laws; (iii) it will not grant, directly or indirectly, any rights or interests whatsoever in the consulting services to any third parties; and (iv) the consulting services will not violate the intellectual property rights of any third party.

Leasing - Products and Services

In the event the Customer desires to seek a leasing arrangement direct with a product manufacturer or a third party leasing company, SponduLinx must be notified in writing. When leasing is approved prior to SponduLinx's receipt of the purchase order, SponduLinx will work directly with the leasing company in invoicing the applicable products and services subject to the Customer's delivery and acceptance acknowledgment.

When the Customer does not have an approved leasing arrangement prior to issuing SponduLinx a purchase order, the Customer is subject to SponduLinx's standard payment terms as stated above. If the leasing arrangement is consummated prior to SponduLinx's invoice due date, SponduLinx will work with the leasing company in obtaining payment. Otherwise, the Customer owes SponduLinx the invoice balance on the due date.

Billing

Invoices for Products will be issued on the day of shipment. When a partial shipment has occurred, only those items actually shipped will be covered by the invoice.

Invoices for Sevices will be issued twice a month on the 16th and the first day of the month and will cover all Services and Expenses for the previous 1/2 month.

Confidential Information

SponduLinx acknowledges that in order to perform the consulting services set forth herein, it shall be necessary for Customer to disclose to SponduLinx certain confidential information that has been developed by Customer. As used herein, the term "Confidential Information" shall mean any scientific, technical or non-technical data, patents or patent applications, trade secrets, information, customer lists, computer or software programs (source and object codes), designs, processes, procedures, formulae, or improvements relating to any research project, work in process, future development, marketing, sales, financial or personnel matter that is owned or developed by Customer and not generally known or readily available in the industry. SponduLinx agrees that it shall not disclose, transfer, use, copy, or allow access to any such Confidential Information to any employees or to any third parties, excepting to those who have a need to know such Confidential Information consistent with the requirements of this agreement and who have undertaken an obligation of confidentiality and limitation of use at least as restrictive as those set forth herein. In no event shall SponduLinx disclose any such Confidential Information to any competitors of Customer.

The term "Confidential Information" does not include any information which (i) at the time of disclosure or thereafter is generally known and available to the public (other than as a result of its disclosure by SponduLinx and its representatives); (ii) was available to SponduLinx on a non-confidential basis from a source other than from the Customer or its advisors; or (iii) has been independently acquired or developed by SponduLinx without violating any of SponduLinx's obligations under this Agreement.

Notwithstanding the foregoing, SponduLinx and its representatives may disclose the Confidential Information if required by judicial or governmental order, provided that SponduLinx gives the Customer sufficient notice to contest such order.

Nondisclosure of Third Party Information

SponduLinx understands that the Customer has received and in the future will receive from third parties information that is confidential or proprietary ("Third Party Information") subject to a duty on the part of the Customer to maintain the confidentiality of such information and to use it only for certain limited purposes. During the term of this agreement and thereafter, SponduLinx will hold Third Party Information in the strictest confidence and will not disclose or use Third Party Information except as permitted by the agreement between the Customer and such third party, unless expressly authorized to act otherwise by an officer of the Customer in writing.

Ownership of Transferred Knowledge

Customer will own all knowledge that is generated by SponduLinx through its performance of services under this proposal. SponduLinx agrees to take all reasonable acts necessary to transfer any intellectual property rights in such knowledge to Customer.

Customer's Property Rights

All material, information, data, or records provided by Customer to SponduLinx shall be the sole and exclusive property of Customer. Upon termination of this agreement for any reason, SponduLinx shall, within five (5) days, return to Customer all copies of any data, records, or material of whatever nature or kind provided to SponduLinx by Customer.

Rights in Materials

Customer shall own, upon payment of all fees incurred, any deliverable, including software programs specifically procured by SponduLinx for Customer, source and object code, files, tapes, disks, and related user documentation, originally developed solely for Customer under this agreement (collectively, the "Deliverables"). The Deliverables shall be owned by Customer for its own use. SponduLinx does not convey nor does Customer obtain any right in materials proprietary to SponduLinx, which SponduLinx may utilize or provide pursuant to the consulting services, or other materials not developed solely for and paid in full for under this agreement, except as otherwise agreed upon in writing by the parties. SponduLinx shall be free to use its general knowledge, skills and experience and any ideas, concepts, know-how and techniques related to SponduLinx's consulting and used in the course of providing the consulting services on other engagements. SponduLinx will not use any confidential or proprietary information of non-affiliated third parties during the performance of the consulting services. The parties will cooperate with each other to execute any documents necessary to achieve the objectives of this section.

Neither party will gain, by virtue of this agreement, any rights of ownership of copyrights, patents, trade secrets, trademarks or any other intellectual property rights owned by the other.

Personnel

In recognition that SponduLinx personnel performing under this agreement may perform similar services for others, this agreement shall not prevent SponduLinx from providing services or developing materials that are competitive with those developed or provided hereunder regardless of any similarity to such services or materials; provided, that, SponduLinx may not use or make reference to, any confidential or proprietary information of Customer.

If Customer has concerns about the skills or work habits of the personnel provided by SponduLinx under this proposal, then Customer will notify SponduLinx in writing. SponduLinx agrees to cooperate in good faith with Customer to correct the personnel problems or replace any such personnel with satisfactory substitutes.

Term

This agreement shall be governed by and construed in accordance with the laws of the State of Colorado. This agreement shall commence on the date set forth below, and shall continue in full force and effect until any goods ordered are delivered and/or the consulting services set forth under this proposal or any applicable change order have been completed or terminated. Additionally, Customer may terminate this agreement, with or without cause, immediately upon written notice to SponduLinx and SponduLinx will cease all work immediately except any work specifically authorized by Customer to continue.

Disclaimer of Warranties.

Except as expressly specified in this Agreement, each party disclaims all express or implied conditions, representations, and warranties including, without limitation, any implied warranties of merchantability or fitness for a particular purpose.

Indemnification.

Each party will defend, indemnify and hold harmless the other party, its affiliates and their respective officers, directors, employees, and agents and their respective successors and assigns, from and against any and all claims, losses, liabilities, damages, and expenses (including, without limitation, incidental costs and expenses, reasonable attorney's fees, reasonable cost of investigation and litigation, interest and penalties) (collectively, "Losses"), including those based on contract or tort, arising out of or in connection with a claim, suit or proceeding brought by a third party based upon bodily injury or death or damage to tangible personal property (not including lost data) to the extent arising from the negligence or willful misconduct of the indemnifying party, its agents, or subcontractors of or the officers, directors, employees, agents, successors and assigns of any of them.

Limitation of Liability

Neither party shall have any liability under this agreement for consequential, exemplary, incidental or punitive damages, even if it has been advised of the possibility of such damages. In any event, a party's maximum aggregate liability hereunder shall be limited to the amount actually paid by Customer to SponduLinx for work performed hereunder at the time any claim is made.

Except for liability arising out of or in connection with a breach of confidentiality, or a party's indemnification obligations, any liability of either party and its suppliers under this Agreement or otherwise shall be limited to the greater of $1,000,000 (US) or the money due under this Agreement during the twelve (12) month period preceding the event or circumstances giving rise to such liability. All liability under this Agreement is cumulative and not per incident.

Waiver of Damages.

Except for liability arising out of or in connection with subcontractor's breach of confidentiality, in no event shall either party or their respective suppliers be liable for any special, incidental, indirect, punitive or consequential damages, lost profits, or lost data, whether arising in contract, tort (including negligence), or otherwise, even if such party has been informed of the possibility thereof.

Force Majeure.

Force Majeure event means fire, flood, earthquake or similar elements of nature, or acts of God, acts of war, terrorism, riots, civil disorders, rebellions or revolutions in the applicable location.

Any failure or delay by a party in the performance of its obligations pursuant to this Agreement, to the extent due to any Force Majeure event, is not a default under this Agreement or ground for termination hereunder.

Upon the occurrence of a Force Majeure event, the non-performing party will be excused from default of its obligations hereunder only for the obligation directly affected by the Force Majeure event, and only for as long as such Force Majeure event continues, provided, that such party is to use diligent, good faith efforts to recommence performance without delay.

The party delayed by a Force Majeure event will promptly notify the other party by telephone or other reasonable and appropriate means (to be confirmed in a written notice within one day of the inception of such delay) of the occurrence of a Force Majeure event, and describe in reasonable detail the nature of the Force Majeure event.

Entire Agreement.

This Agreement, together with the applicable terms of any customer engagement, is the complete agreement between the parties hereto concerning the subject matter of this Agreement, and replaces any prior oral or written communications between the parties. This Agreement may only be motified by a written document executed by both parties.