All sales made by Striker Systems, Division of Computer Design, Inc. (“Striker Systems”) to its customer (“Purchaser”) are subject to these terms and conditions. Purchaser’s acceptance of these terms and conditions shall be made by either (i) Purchaser providing a purchase order number to Striker Systems or (ii) Purchaser’s acceptance of any product from Striker Systems, whichever occurs first.

1. Price
All prices are subject to change without notice and will be established at time of order acceptance by Striker Systems. Order acceptance and sale by Striker Systems occurs upon delivery to Purchaser of Sales Order Acknowledgement or Purchaser’s acceptance of any product from Striker Systems, whichever occurs first.

2. Taxes
Purchaser shall bear applicable federal, state, municipal, and other government taxes (such as sales, use, etc.). Unless otherwise specified, prices do not include such taxes. Exemption certificates, valid in the place of delivery, must be presented to Striker Systems prior to product delivery.

3. Terms of Payment
Unless otherwise specified, software will be delivered upon receipt of payment or C.O.D. A service charge of the lesser of one percent (1%) per month or the maximum amount allowed by law will be charged on all past due balances commencing on the date payment is due. If Purchaser fails to make timely payment of any amount invoiced hereunder, Striker Systems shall have the right, in addition to any and all other rights and remedies available to Striker Systems at law or in equity, to immediately revoke any or all credit extended and to delay or cancel future deliveries of software and services. Purchaser shall pay all costs of collection including reasonable attorneys’ fees.

4. Shipment and Delivery
Orders may be fulfilled by delivery of physical media or by electronic transfer. All physical shipments are FOB Origin. Shipments will be sent by United Parcel Service (UPS) or comparable nationally recognized courier.

5. Cancellation
Following acceptance by Striker Systems, no order or portion thereof may be cancelled by Purchaser without written consent of Striker Systems.

6. Restocking Charge
In the event all or any portion of an order is cancelled, whether by Purchaser in violation hereof or by Striker Systems as permitted herein, Purchaser shall pay to Striker Systems upon demand by Striker Systems a restocking charge equal to fifteen percent (15%) of the applicable products.

7. Warranty
Warranty is set forth in the Striker Systems Software License Agreement. 8. Patent and Trademark Indemnity
STRIKER SYSTEMS SHALL HAVE NO DUTY TO DEFEND, INDEMNIFY, OR HOLD HARMLESS PURCHASER FROM AND AGAINST ANY OR ALL DAMAGES AND COST INCURRED BY PURCHASER ARISING FROM THE INFRINGEMENT OF PATENTS OR TRADEMARKS OR THE VIOLATION OF COPYRIGHTS BY PRODUCTS.

9. Limitation of Liability
STRIKER SYSTEMS SHALL NOT BE LIABLE TO PURCHASER, PURCHASER’S CUSTOMERS, OR ANY OTHER PARTY FOR ANY LOSS, DAMAGE, OR INJURY THAT RESULTS FROM THE USE OR APPLICATION BY PURCHASER, UNLESS THE LOSS OR DAMAGE RESULTS DIRECTLY FROM THE INTENTIONALLY TORTIOUS OR FRAUDULENT ACTS OR OMISSIONS OF STRIKER SYSTEMS. IN NO EVENT SHALL STRIKER SYSTEMS BE LIABLE TO PURCHASER OR ANY OTHER PARTY FOR LOSS, DAMAGE, OR INJURY OF ANY KIND OR NATURE ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND CONDITIONS, OR ANY AGREEMENT INTO WHICH THEY ARE INCORPORATED, OR ANY PERFORMANCE OR NONPERFORMANCE UNDER THESE TERMS AND CONDITIONS BY STRIKER SYSTEMS, ITS EMPLOYEES, AGENTS OR SUBCONTRACTORS, IN EXCESS OF THE NET PURCHASE PRICE OF THE PRODUCTS OR SERVICES ACTUALLY DELIVERED TO AND PAID FOR BY PURCHASER. IN NO EVENT SHALL STRIKER SYSTEMS BE LIABLE TO PURCHASER OR ANY OTHER PARTY FOR INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO LOSS OF GOOD WILL, LOSS OF ANTICIPATED PROFITS, OR OTHER ECONOMIC LOSS ARISING OUT OF OR IN CONNECTION WITH STRIKER SYSTEMS BREACH OF, OR FAILURE TO PERFORM IN ACCORDANCE WITH ANY OF THESE TERMS AND CONDITIONS, OR THE FURNISHING, INSTALLATION, SERVICING, USE OR PERFORMANCE OF ANY PRODUCTS OR INFORMATION STRIKER SYSTEMS SHALL PROVIDE HEREUNDER, EVEN IF NOTIFICATION HAS BEEN GIVEN AS TO THE POSSIBILITY OF SUCH DAMAGES. PURCHASER HEREBY EXPRESSLY WAIVES ANY AND ALL CLAIMS FOR SUCH DAMAGES.

10. Applicable Law
These terms and conditions (and any agreement into which they are incorporated) shall be construed, interpreted and enforced under and in accordance with the internal laws of the State of Tennessee, excluding its conflicts or choice of law, rule or principles which might refer to the law of another jurisdiction.

11. Notices
All notices, requests, demands, and other communications that either party may desire to give the other party must be in writing and may be given by (i) personal delivery to an officer of the party, (ii) mailing the same by registered or certified mail, return receipt requested, or via nationally recognized courier services, or (iii) facsimile subsequently to be confirmed in writing pursuant to item (ii) above. Notices to Striker Systems shall be sent to: Striker Systems, P.O. Box 41, White House, TN 37188.

12. Partial Invalidity
If any provision of these terms and conditions shall be held to be invalid, illegal, or unenforceable, such provision shall be enforced to the fullest extent permitted by applicable law and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

13. General
These terms and conditions are the official terms and conditions of sale between Striker Systems and Purchaser and may be amended from time to time without notice at Striker Systems’ sole discretion.