Terms and Conditions

1.Parties. “Seller” means Elevate Technology Partners LLC, a limitedliability company formed under the laws of the State of Michigan. “Buyer” meansthe entity or person submitting the purchase order to Seller.

2. Application. These Terms and Conditions of Sale define therelationship of Buyer and Seller and apply to all sales of hardware, servicesand software (individually and collectively, “Product”) by Seller to Buyer.Buyer acknowledges and agrees that these Terms and Conditions of Sale areincorporated in, and are a part of, each quotation, purchase order, invoice,release, requisition, work order, shipping instruction, specification, and anyother document, whether expressed verbally, in written form or electroniccommerce, relating to the sale by Seller to Buyer (these documents arecollectively referred to as the “Agreement”).

3. Quotation Expiration. Written quotations are valid for a periodof 30 days unless otherwise noted by Seller. Seller will have the right towithdraw any quote that has not been accepted by Buyer within the 30-day timeperiod.

4. Pricing. Prices for Product and other related information shownin any Seller or manufacturer product publication, including but not limited tocatalogs, brochures, and websites, are subject to change without notice. Pricesdo not include related freight charges, use tax, sales tax, excise tax,value-added tax, or similar taxes, or charges of any nature whatsoever imposedby any governmental authority unless otherwise expressly noted by Seller.

5. Taxes. Prices quoted do not include (and Buyer shall pay) alltaxes and fees of any kind that may be levied or imposed on either party byfederal, state, municipal, or other governmental authorities in connection withthe sale or delivery of the Product by Seller with the exception of Seller’sincome tax obligations arising out of the sale of the Product.

6. Terms of Payment. Unless otherwise specifically agreed inwriting by Seller, the total price is due and payable to Seller, without setoffor other deductions or charges, net 30 days of Seller’s invoice. Any amountsdue by Buyer to Seller that are unpaid on or after 30 days of Seller’s invoicewill bear interest at the rate of 18% APR or the maximum rate permitted by law,whichever is less. The accrual or payment of any interest as provided abovewill not constitute a waiver by Seller of any rights and remedies in connectionwith a default by Buyer. Buyer will pay all court costs, attorney fees, andother costs incurred by Seller in collecting past-due amounts, includinginterest. If shipment or delivery is delayed by or at the request of Buyer,payment will remain due in full 30 days from the date of Seller’s invoice. Insuch event, Seller may impose, and Buyer shall pay, storage charges and otherincidental expenses incurred by Seller as a result of the delay in addition toany interest on late payments as described above.

7. Security Interest. As security for payment of all amounts due toSeller, Buyer grants to Seller a security interest in all Product sold bySeller to Buyer, and Seller will have all rights of a secured party under theUniform Commercial Code with respect to the Product. Buyer appoints Seller asits attorney-in-fact with authority, at Seller’s option, to take actions asSeller deems reasonable in the circumstance to perfect the above securityinterest in any one or more jurisdictions, and Buyer shall pay all applicablefiling fees.

8. Limited Warranty—Disclaimer of Warranties. The warrantyobligations of Seller for Product sold by Seller will in all respects conformand be limited to the warranty extended by the manufacturer of the Product iftransferable. The sole remedy available to Buyer with respect to defects in theProduct will be against the manufacturer under any applicable manufacturer’swarranty to the extent available to Buyer. TO THE EXTENT THE MANUFACTURERWARRANTY IS NOT TRANSFERABLE TO BUYER, SELLER MAKES NO WARRANTY, EXPRESS ORIMPLIED, WITH RESPECT TO OR IN ANY WAY RELATING TO THE PRODUCT, WHETHER BASEDON BREACH OF WARRANTY OR CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE,INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY ORFITNESS FOR A PARTICULAR PURPOSE.

If Product is resold by Buyer, Buyer will include in its agreement for resaleprovisions that limit recoveries in accordance with the Agreement. In case ofBuyer’s failure to include in any agreement for resale the terms providing forsuch limitations, Buyer will indemnify and hold Seller harmless against anyliability, loss, cost, damage, or expense (including reasonable attorney fees)arising out of or resulting from the failure.

IN NO EVENT WILL SELLER BE LIABLE OR RESPONSIBLE FOR ANY SPECIAL, INCIDENTAL,CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR EXPENSE OCCASIONED BY THEUSE OF DEFECTIVE PRODUCT BUYER ASSUMES FULL RESPONSIBILITY THAT THE PRODUCTPURCHASED UNDER THE AGREEMENT MEETS THE SPECIFICATIONS AND/OR INTENDED USE OFBUYER, AND SELLER MAKES NO REPRESENTATION WITH RESPECT TO THEM.

9. Delivery. Any delivery dates or other schedule of performance bySeller are approximations, and the sole obligation of Seller with respect tothe schedule of delivery or performance will be to use commercially reasonableefforts to deliver the Product, or otherwise to perform, consistent with thereasonable demands of its business. In any event, Seller will have no liabilityto Buyer or any other person for delays in performance due to strikes or labordisputes of any type; accidents, fire, floods, acts of God, or actions bygovernmental authorities; acts, omissions, or delays of Buyer or any otherthird party; shortages of labor; or without limitation of the above, for anycauses reasonably beyond the control of Seller.

10. Title and Risk of Loss. Title to and risk of loss or damage tothe Product will pass to Buyer on delivery by Seller F.O.B. (a) Buyer’sfacility, or (b) as otherwise specifically indicated in the Agreement.

11. Inspection and Acceptance. Buyer will have seven (7) days fromthe date of delivery to inspect the Product for defects and nonconformance andto notify Seller, in writing, of any defects, nonconformance, or rejection ofthe Product(other than defects or nonconformities due to damage, shortage, orerrors in shipping that will be reported as set forth below). Claims forshipping damage, errors, or shortages must be made in writing to Seller no morethan three (3) calendar days after receipt of shipment. After this period,Buyer will be deemed to have irrevocably accepted the Product, if notpreviously accepted. After acceptance, Buyer will have no right to reject the Productfor any reason or revoke acceptance. Claims for damage due to shipping must bemade by Buyer to the freight carrier.

12. Return of Product. All returns will be pursuant to Seller’sinstructions. Buyer must contact Seller for a Return Material Authorization(RMA) before returning any Product. All returns must reference the RMA numberalong with the original invoice number and the reason for return. Nonwarrantyreturns of normal stock products that are unused and are in resalable conditionwill be subject to Seller’s return policies in effect at the time, includingapplicable restocking and transportation charges and other conditions ofreturn.

13. Cancellation or Termination. In the event of cancellation ofthe Agreement by Buyer, or in the event of default under the Agreement by Buyerthat is not cured within 30 days after notice by Seller, Buyer will pay toSeller on demand all direct and indirect costs (including, without limitation,all applicable restocking or cancellation charges, including reimbursement fordirect costs assessed by the manufacturer) incurred directly or indirectly bySeller in connection with the Agreement, all as reasonably determined bySeller, plus any profit to be negotiated with Buyer. In no event, however, willany amount payable by Buyer under the Agreement exceed the total price payableby Buyer for the Product.

14. Changes. Seller reserves the right from time to time to correctany typographical or clerical errors, including errors in mathematicalcomputation, that may exist in the Agreement.

15. Technical Support. Unless otherwise specifically provided onthe quotation or invoice, the Agreement does not include any services of Sellerin connection with installation, testing, or evaluation of the Product. Sellerwill, however, consistent with its capabilities and subject to schedulingacceptable to Seller, make available to Buyer, at Buyer’s expense, technicalsupport services relating to the Product at the rates then imposed by Seller,together with any out-of-pocket expenses to Seller in connection with thetechnical support. The sole remedy of Buyer in connection with any acts oromissions of Seller in the provision of technical support will be the provisionof further technical support to Buyer reasonably required to correct the act oromission.

16. Modifications and Waiver—Entire Agreement. Neither party hasrights, warranties, or conditions expressed or implied, statutory or otherwise,other than those contained in the Agreement. The Agreement contains the entireagreement between Seller and Buyer and can be modified or rescinded only by awriting signed by both parties. No waiver of any provision of the Agreementwill be binding unless in writing signed by an authorized representative of theparty against whom the waiver is asserted, and unless expressly made generallyapplicable, will apply only to the specific case for which the waiver is given.Failure of either party to insist on strict performance of the Agreement willnot be construed as a waiver of any term or condition of the Agreement. Anydocument submitted by Buyer to Seller confirming its intention to purchase Productdescribed in the Agreement (purchase orders or releases) will be deemed toconstitute a confirmation and acceptance of the Agreement, even if the documentstates terms in addition to or different from those in the Agreement. Allagreements between Seller and Buyer will be solely under the terms andconditions of the Agreement and these Terms and Conditions of Sale, and Sellerobjects to any and all additional or different terms contained in any documentsubmitted to Seller by Buyer. Any execution by Seller of any other documentsubmitted by Buyer in connection with the purchase of Product does notconstitute acceptance of or agreement to any terms and conditions in additionto or different from those contained in the Agreement and these Terms andConditions of Sale, but will constitute only acknowledgment of receipt of thedocument. In addition, notwithstanding any terms contained in any documentssubmitted by Buyer in connection with the purchase of Product described underthe Agreement, the acceptance of delivery by Buyer of Product described in theAgreement will constitute a course of conduct constituting Buyer’s agreement tothe terms and conditions of the Agreement and these Terms and Conditions ofSale, to the exclusion of any additional or different terms and conditions.

17. Compliance with Laws. Buyer will be responsible for compliancewith any and all federal, state, or local laws or regulations respecting safetyor respecting use of the Product and shall indemnify and hold Seller harmlessfrom and against any and all claims of violations of laws or regulations orother claims of personal injury or property damage directly or indirectlyrelated to the installation, maintenance, or operation of the Product.

18. Export Control. Product supplied by Seller may be subject tovarious export laws and regulations. It is the responsibility of the exporterto comply with all laws and regulations. Notwithstanding any other provision tothe contrary, if federal, state, or local law requires export authorization forthe export or re-export of any Product or associated technology, no deliverycan be made until export authorization is obtained, regardless of any otherwisepromised delivery date. If any required export authorization is denied, Sellerand Seller’s supplier will be relieved of any further obligation relative tothe sale and delivery of the Product subject to denial without liability of anykind relative to Buyer or any other party. Seller will not comply withboycott-related requests except to the extent permitted by federal law and thenonly at Seller’s discretion.

19. Governing Law. The Agreement will be governed by and construedin accordance with the laws of the State of Michigan.

20. Authority. Each signatory represents that it has all requisiteauthority to execute the Agreement on behalf of its principal and that theAgreement is fully enforceable against the principal in accordance with its terms.