Standard Terms and Conditions of Sale

1. Scope of Agreement.

These Standard Terms and Conditions of Sale (“Agreement”) sets forth the terms and conditions (“Terms”) applicable to any procurement by a purchaser (“Customer”) of any hardware and software (collectively, (“Product” or “Products”) and/or various cloud services,managed services,maintenance services and support services (collectively, “Services”) from Zinfinity, LLC (“Zinfinity”). Zinfinity’s acceptance of Customer’s order is expressly conditioned on Customer’s acceptance of these Terms. Zinfinity expressly rejects all terms and conditions set forth on Customer's PO or other documentation which are contrary to, in addition to, or which in any way modify any of the Terms contained herein. Customer shall be conclusively deemed to have accepted these Terms upon Customer’s acceptance of a Zinfinity Quotation (“Sales Quote”) referencing this Agreement. Except to the extent Customer has a written, signed, separate agreement with Zinfinity governing the purchase and sale of Products and/or Services, these Terms supersede any previous communications, representations, or agreements between the parties regarding the purchase of Products and/or Services from Zinfinity. Any changes from these Terms, must be specifically agreed to in writing by an authorized representative of Zinfinity, before becoming binding on Zinfinity.

2. Term and Termination.

1.

Term of Agreement. The term of this Agreement will commence on the earlier of the date the applicable Sales Quote is signed by Customer, or Customer’s purchase order (“PO”) is received by Zinfinity (“Effective Date”). This Agreement shall remain in effect for a period of thirty (30) days after the delivery of all Products, or the completion of the Services, contained is the Sales Quote.

2.

Effect of Termination. Upon termination of this Agreement, each party shall return the disclosing party’s Confidential Information and will be released from all obligations and liabilities to the other occurring or arising after the date of such termination, except as expressly provided below. While termination will not relieve Zinfinity or Customer from any liability arising from any breach of this Agreement, neither party will be liable to the other for damages of any sort solely as a result of this Agreement terminating in accordance with its terms. Termination of this Agreement will be without prejudice to any other right or remedy of either party.

3. Product/Service Sales

1.

Generally. Zinfinity shall issue Customer a Sales Quote for the Products and Services, which shall be accepted by Customer on the earlier of Customer signing the Sales Quote or when the Customer issues a PO authorizing the purchase.

2.

Invoicing and Payments. As full consideration for the purchase of Products or Services under this Agreement, Customer shall pay Zinfinity the amount agreed upon and specified in the Sales Quote and duly reflected on the Customer’s PO. In the event the purchase price reflected on the Customer’s PO is less than the price listed on the Sales Quote, the Sales Quote price shall apply. Unless the Sales Quote states otherwise, payment will be due net thirty (30) days from the date of invoice. All amounts due but unpaid will accrue interest at a rate of 1.5% per month or the highest rate allowable by law, whichever is less. If Customer disputes the accuracy of an invoice (a “Billing Dispute”), Customer will not later than thirty (30) days following the date of such invoice, notify Zinfinity in writing of the nature of the Billing Dispute. Customer may withhold the amount disputed, however, all undisputed amounts must be paid when due. The parties will make commercially reasonable efforts to resolve any Billing Dispute within a reasonable amount of time.

3.

Taxes. All prices are based on U.S. dollars unless otherwise specifically agreed to in writing by both parties. Customer shall be solely responsible for the payment of all taxes, including any interest and penalties, in connection with this Agreement, including but not limited to any sales, use, excise, value-added taxes (“VAT”), consumption, and other taxes and duties assessed on the Products and Services. All Products and Services under this Agreement are deemed taxable unless Customer provides Zinfinity with a tax exemption certification acceptable to all relevant taxing authorities prior to delivery.

4.

Shipment. Products will ship to Customer directly from the manufacturer of the Products, or from an authorized distributor of Zinfinity. Product is shipped F.O.B. to Customer’s destination, freight prepaid and charged back. Title, risk of loss, damage or destruction to the Products shall pass to Customer as soon as the Products are delivered to the shipping address specified in the Customer’s PO. Zinfinity reserves the right, in its sole discretion to select the means of shipment, point of shipping, and routing.

5.

Acceptance of Products. All Products delivered hereunder shall be deemed accepted by Customer as conforming to this Agreement upon delivery, and Customer shall have no right to revoke acceptance, unless written notice of the claimed nonconformity is received by Zinfinity within fifteen (15) days of delivery thereof. Notwithstanding the foregoing, any use of Products by Customer, its agents, employees, contractors or licensees, for any purpose, after delivery thereof, shall constitute acceptance of that Product by Customer.

6.

Acceptance of Software. Software is deemed accepted and title passes to Customer once software is sent to Customer, which shall occur electronically unless expressly stated otherwise in the Sales Quote. Where software is delivered in hard copy (such as bundled hardware and software, disks, tapes, etc.), it shall be deemed accepted as soon as the software is received by Customer.

7.

Returns. Returns are only granted if the Product is: (i) damaged; (ii) defective (breach of warranty), or (ii) errant, all of which require compliance with and acceptance by manufacturer specification. Software may not be returned. Subject to terms of the manufacturer or distributor, Zinfinity may impose a restocking fee at its discretion. Refunds will not be given but credits will be applied. All returns require a Return Merchandise Authorization (“RMA”) to be filled out and returned by the Customer with five (5) days of receipt of the Product. The RMA will be available upon request.

8.

Maintenance Services for Products. Maintenance Services may be available from the Product manufacturer. Where Customer purchases such Services from Zinfinity, Zinfinity shall pass through the Maintenance Contract directly to Customer, and all terms and conditions of the manufacturer’s Maintenance Contract shall apply. Zinfinity shall not be liable for any deficiencies, breach or other issues with the manufacturer’s maintenance services, and Customer shall look solely to the manufacturer or maintenance service provider to cure any such deficiencies, breach or other issues.

9.

Cloud Services/Managed Services. Where Customer purchases Cloud Services or Managed Services from Zinfinity, Zinfinity shall pass through the applicable service agreement directly to Customer, and all terms and conditions of the provider’s service agreement shall apply. Zinfinity shall not be liable for any deficiencies, breach or other issues with the service provider’s services, and Customer shall look solely to the service provider to cure any such deficiencies, breach or other issues.

4.Warranties and Liability

1.

Product and Service Warranty. Warranty and warranty information, if applicable, are provided by the manufacturer of the Products or provider of the Services, which shall pass to the Customer upon acceptance of the Product, or initiation of the Services. Upon request, Zinfinity shall provide reasonable assistance to Customer for registering Products or Services for applicable warranties. While Zinfinity tries to ensure the accuracy and completeness of the Products and Services, Zinfinity is not responsible for errors caused by the manufacturer of the Products or the provider of the Services. EXCEPT FOR THE MANUFACTURER’S OR PROVIDER’S WARRANTY, IF ANY, AND TO THE EXTENT PERMITTED BY LAW, ZINFINITY DISCLAIMS, AND CUSTOMER HEREBY WAIVES ALL WARRANTIES AS TO THE PRODUCTS SOLD OR SERVICES PROVIDED HEREUNDER. THE PRODUCTS AND SERVICES 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.

2.

Customer’s Representations. Customer represents and warrants to Zinfinity that: (i) the person signing the Sales Quote is duly authorized to act on behalf of Customer; (ii) Customer’s execution of the Sales Quote 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 and/or Services.

3.

Zinfinity’ Representations. Zinfinity represents and warrants that: (i) it is duly authorized to sell Products and Services to Customer; (ii) the sale of Products and Services will include the transfer to Customer of all indemnifications, warranties, repair and replacement rights issued by the producer or manufacturer of Products and Services; and (iii) and the Products and Services sold under this Agreement are free and clear of all liens and encumbrances.

4.

Zinfinity will defend Customer, its officers, directors, employees, and agents against any claim brought against it by a third party alleging that any professional services provided by Zinfinity (“Zinfinity Services”) under this Agreement infringe any patent, trademark, copyright, or trade secret or violates any unfair competition or similar laws (“IP Claim”) and indemnify Customer, and its officers, directors, employees, and agents from and against all losses, liabilities, judgments, awards, settlements, damages, fines, injuries, cause of action and suits by others (collectively, “Damages”) for such IP Claim; PROVIDED, however, that: (1) Customer has promptly notified Zinfinity in writing of the claim; (ii) Customer has provided reasonably requested information and assistance to Zinfinity and (iii) Customer has given Zinfinity sole control of the defense and settlement negotiations thereof. Zinfinity will have no liability for IP Claims that result from: (i) unauthorized modification or use of the Zinfinity Services when the Damages would not have occurred but for such modifications or use; (ii) combination, operation, or use of the Zinfinity Services with any third-party products when the Damages would not have occurred but for such combination, operation or use; or (iii) Zinfinity’ compliance with or use of Customer’s designs, specifications, instructions or technical information when Damages would not have occurred but for such compliance or use.

5.

LIMITATION OF LIABILITY. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL OR INDIRECT DAMAGES OF ANY KIND, REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT OR TORT, EVEN IF THE PARTY HAS BEEN ADVISED OF SUCH DAMAGES. NO SUIT OR ACTION SHALL BE BROUGHT AGAINST A PARTY TO THIS AGREEMENT MORE THAN ONE YEAR AFTER THE RELATED CAUSE OF ACTION HAS ACCRUED. EXCEPT FOR THIRD PARTY CLAIMS OF INFRINGEMENT OR A BREACH OF SECTION 5, NEITHER PARTY’S LIABILITY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO PRODUCTS OR SERVICES UNDER THIS AGREEMENT SHALL EXCEED THE AMOUNTS PAID OR OWING BY CUSTOMER TO ZINFINITY FOR THE PRODUCTS OR SERVICES GIVING RISE TO SUCH CLAIM.

5. Confidentiality

1.

Confidential Information. By virtue of this Agreement the parties may have access to information that is confidential or proprietary to the other party (“Confidential Information”). Confidential Information shall be limited to information provided to the other party under this Agreement, which has been identified by the disclosing party in writing, prior to or at the time of disclosure, as confidential, or proprietary. The parties agree not to make each other’s Confidential Information available in any form to any third party or to use each other’s Confidential Information for any purpose other than performance of obligations or rights under this Agreement. Each party agrees to use the same standard of care as it uses to protect its own Confidential Information to ensure that its employees, agents, consultants and other representatives do not disclose or make any unauthorized use of the other party’s Confidential Information.

2.

Exclusions. Confidential Information shall not include any information that: (i) has been disclosed in publicly available sources of information, (ii) is, through no fault of either party, hereafter disclosed in publicly available sources of information, (iii) was in the possession of either party without any obligation of confidentiality, or (iv) has been or is hereafter rightfully acquired from a third party and the disclosure is authorized by the third party.

3.

Remedies. Each party acknowledges that any breach of the provisions of this section 5 shall result in serious and irreparable injury to the non-breaching party for which the non-breaching party cannot be adequately compensated. Each party agrees, therefore, that in addition to any other remedy that the non-breaching party may have in law or equity, the non-breaching party shall be entitled to seek specific performance of this section 5 by the breaching party by way of an injunction.

6. Miscellaneous

1.

Notices. All notices required or permitted to be given hereunder shall be in writing and shall be deemed effectively given (i) upon personal delivery to the party to be notified; (ii) when sent by confirmed facsimile if sent during normal business hours of the recipient, if not, then on the next business day; (iii) three (3) business days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) one (1) day after deposit with a nationally recognized overnight courier. All communications shall be addressed to Zinfinity at the address set forth in the first paragraph. All communications shall be addressed to Customer at the address set forth below Customer’s signature line. Either party may change the address to which notices or other communications shall be sent or delivered by giving advance written notice to the other party.

2.

No Agency. Zinfinity and Customer are independent contractors, and no agency, partnership, joint venture, employee-employer relationship is intended or created by these terms and conditions. Zinfinity shall, at all times, retain its independent status and use its own discretion in providing Products and Services, subject to general direction by Customer and to the specific terms and conditions of this Agreement.

3.

Publicity/ Marks. Either party may publicly refer to the other by name as a provider or customer, as applicable, and may disclose the general nature and existence of this Agreement, but not any of its specific terms or performance information. Neither party will issue a press release regarding this Agreement or the relationship without the other party’s prior review and written consent.

4.

Dispute Resolution. Both parties shall use best efforts to resolve disputes under this Agreement amicably without intervention. If a dispute cannot be resolved in thirty (30) days, then the controversy, or claim arising out of, or related to this Agreement, or breach thereof, shall be settled by arbitration, to be held in Tarrant County, Texas, in accordance with the rules of the American Arbitration Association. The parties shall share equally the costs of arbitration. The preceding sentence does not limit the right of either party to provisional or ancillary remedies from a court of competent jurisdiction before, after, or during the pendency of any arbitration, and the exercise of any such remedy does not waive either party’s right to arbitration.

5.

Attorney’s Fees. In the event legal action is brought by either party, the prevailing party shall be entitled to reimbursement of reasonable attorney’s fees and court costs.

6.

Waiver. The waiver by either party of any default or breach of this Agreement will be effective only in specific instances and for the specific purpose and shall not constitute a waiver of any other provision of this Agreement.

7.

Assignment. This Agreement shall not be assigned, transferred, nor shall any of the rights Customer obtains in Products purchased hereunder, be sublicensed without the prior written consent of Zinfinity.

8.

Governing Law. This Agreement shall be construed under and governed by the laws of the State of Wyoming excluding any conflict of laws principles that would require the application of the law of another jurisdiction.

9.

Survival of Obligations. Any obligations and duties that by their nature extended beyond the expiration or termination of this Agreement shall survive the termination of this Agreement shall survive the termination of this Agreement.

10.

Severability. Should any of these terms and conditions be held by a court of competent jurisdiction to be contrary to law, that term or condition will be modified as necessary to make it enforceable to the maximum extent permissible and the remaining terms and conditions will remain in full force and effect.

11.

Force Majeure. Zinfinity shall not be liable for any loss or damage resulting from any delay in delivery, or failure to give notice of delay when such delay is due to any cause or event beyond Zinfinity’s control, including without limitation, acts of nature, pandemics, epidemics, unavailability of supplies, riots, wars, terrorist acts, sabotage, fires, strikes, rolling blackouts, labor difficulties, delays in transportation, delays in delivery or defaults by Zinfinity’s vendors, or acts or omissions of Customer. In the event of delay due to any such cause, time for delivery shall be extended for a period of time equal to the duration of such delay and Customer shall not be entitled to refuse delivery or otherwise be relieved of any obligations as a result of the delay. If, as a result of any such cause, any scheduled delivery is delayed for a period in excess of one-hundred-twenty (120) days, Zinfinity shall have the right by written notice to Customer to cancel the order for the Products and/or Services subject to the delayed delivery without further liability of any kind.

12.

Interpretation. This Agreement shall not be construed in favor of or against any party by reason of the extent to which any party participated in the preparation of this Agreement.

13.

Entire Agreement Amendment. This Agreement shall constitute the complete and exclusive agreement between the parties respecting the subject matter. This Agreement may not be amended, terminated or superseded except by an agreement in writing between the parties. This Agreement supersedes all previous agreements between the parties, whether oral or written, regarding Products and Services purchased hereunder.