Terms & Conditions

In addition to any and all exceptions noted, the following terms and conditions of the project by KME Systems Inc apply:

A. KME Systems Inc will be responsible for the integrity of the installations being provided only. Responsibility for the integrity of all existing hardware, software (i.e. server backup files, other data) belongs to the owner.

B. Owner shall provide all necessary access to owner facilities and equipment (including login credentials) to satisfy requirements of project completion. Any lost time due to failure of access by owner to these resources will be billed at prevailing rate outside the scope of this project.

C. All products and services proposed in this contract become the property and insurance liability of the owner upon installation regardless of payment status.

D. Electricity/power for lighting is to be provided by the owner to satisfactorily complete the scope of work described herein.

E. Claims for shortage, damage or errors must be made within 5 business days.

F. All payments are to be made by company check or cash in USD. A 4% cash or company check discount is already included on this document. Any tax, if applicable, will be added to the total billable amount of this project unless already indicated as being so added. $25 fee for returned checks.

G. If approved by KME Systems, returns will incur a 30% restock charge. Opened software is not returnable.

H. All warranty for hardware replacement is covered by the manufacturer(s). All policies of the manufacturer(s) are to be observed for warranty of product and/or workmanship. Any changes made to the warranty policy by the manufacturer(s) are not the liability of KME Systems Inc.

I. All work is to be performed during the hours of 8AM to 5PM Monday through Friday unless otherwise agreed to by KME Systems Inc.

J. All information contained within is the intellectual property of KME Systems Inc. No portion of this document may be reproduced, transmitted or shared with any other source, except the project owner or manager, without prior consent from an authorized representative of KME Systems Inc unless mandated by law.

K. The prices quoted are good for the month the quote occurs in. If no purchase order and/or contract is issued based on this

pricing within this period, pricing is no longer valid and must be re-priced. Any change to this proposal must be done with the full knowledge of all parties via proper change order forms.

L. No reduction in price will be allowed for once project has been initiated regardless of any scope reduction unless previously agreed to by KME Systems Inc. Any addition to the project’s scope will be priced according to the changes in project size/scope.

M. All items and services proposed for implementation by KME Systems Inc, Inc. for this project are being done in full confidence to meet the respective requirements. Any questions or concerns should be brought to the attention of KME Systems Inc, Inc. before implementation of any or the entire project proposed.

N. Failure to remit payment as outlined may result in delay in project startup and/or project cutover until such time payment is satisfied. Payments between the signed parties of this contract are to be made on these terms without regard to any payment status involving one or more contractors outside of this contract (i.e. Architect, General Contractor, Subcontractors, etc.).

M. We rely on 3rd party databases to provide part numbers, pricing and product descriptions, as such, KME Systems cannot be held responsible for typographic errors.

N. Any credit granted shall be paid promptly in accordance with terms and agreements, that the credit grantor may add one and one-half percent (1.5%) per month to any balance owed, and in event of default to pay reasonable collection charges and/or attorney fees.

EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN, KME MAKES NO WARRANTIES, GUARANTEES, OR REPRESENTATIONS OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE OPERATION, CAPACITY, SPEED, FUNCTIONALITY, QUALIFICATIONS, OR CAPABILITIES OF THE SYSTEM OR ANY SERVICES, GOODS, OR PERSONNEL RESOURCES PROVIDED HEREUNDER, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. EXCEPT FOR ANY LIABILITY RESULTING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF KME, OR THE BREACH BY KME OF ITS CONFIDENTIALITY OBLIGATIONS HEREUNDER, THE AGGREGATE AMOUNT OF ANY LIABILITY OF KME, ITS OFFICERS, DIRECTORS, AGENTS, SUBSIDIARIES, AFFILIATES, PARTNERS, AND CONTRACTORS, FOR ONE OR MORE CLAIMS ARISING FROM OR RELATING TO ANY DEFICIENCIES WITH RESPECT TO THIS AGREEMENT, SHALL NOT EXCEED, IN THE AGGREGATE, THE AMOUNT PAID TO KME HEREUNDER FOR THE PERFORMANCE OF SERVICES HEREUNDER DURING THE IMMEDIATELY PRECEDING SIX¬MONTH PERIOD. IN NO EVENT, INCLUDING WITHOUT LIMITATION, BREACH OF THIS AGREEMENT, SHALL EITHER PARTY BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS, LOSS OF DATA, LOSS OF USE OF DATA OR INTERRUPTION OF BUSINESS, WHETHER SUCH ALLEGED DAMAGES ARE ALLEGED IN TORT, CONTRACT OR INDEMNITY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

This agreement will be governed by and construed and enforced in accordance with the laws of the State of California, without reference to its conflicts of law provisions and shall be subject to the jurisdiction of state and federal courts sitting in the County of Orange, State of California, U.S.A. Both parties waive any objection to personal jurisdiction or venue in any forum located in such jurisdictions.