TERMINALES.NET

Terms of Use and Customer Agreement

Last Revised: November 5, 2018

Acceptance by You of Terms. This website is provided by ESMD Group, LLC d/b/a as “TERMINALES.NET” ( which may be referred to as “TN” or and which may operate and be referred to under a number of dbas including, without limit, “TN”, “TN Business” and may also be referred to in these Terms of Use and Sale as “we” or “us”) to You (including your employer and/or any of its affiliates, or any other entity on whose behalf you are acting, “you” or “Customer”) subject to the following Terms of Use and Sale (the “Terms of Use and Sale”), which may be updated by us from time to time by us in our sole discretion and which you accept by your use of the Site (defined below). We reserve the right to alter these Terms of Use and Sale without advance notice by posting a revised Terms of Use and Sale. You can determine when these Terms of Use and Sale was last revised by checking the “Last revised” legend at the top of these Terms of Use and Sale.

These Terms of Use and Sale apply to your use of the following websites: www.terminales.net, and any other domains listed from time to time or related to these websites, hosted by or on behalf of TN Business. (individually and collectively, the “Site”). In addition, when using particular features or service(s) provided through the Site, you agree that you are subject to any additional posted guidelines, rules, terms, and conditions applicable to such features or service(s) including without limit the Terms of Sale which are applicable to any sale of a product, service or solution through any of the applicable websites or where these terms are incorporated. All such guidelines, rules, terms and conditions are hereby incorporated by reference into these Terms of Use and Sale and Customer Agreement. Notwithstanding the foregoing, any separate master agreement or statement of work covering specific products, services or solutions that is signed by an authorized representative of you and TN Business shall govern in the event of any conflict with these Terms of Use and Sale.

PLEASE READ THESE TERMS OF USE AND SALE CAREFULLY BEFORE USING THE SITE. YOUR USE OF THE SITE CONSTITUTES YOUR AGREEMENT TO ABIDE BY THESE TERMS OF USE AND SALE.

The Site is intended for use by customers of TN and may not be available at all times or in all areas. We may permit you to register for services, and/or deny service to you, at any time and in our sole discretion, including without limitation, in the event you do not adhere to the Rules of Conduct set forth below. To the fullest extent permissible under applicable law, We reserve the right to, at any time: (a) modify or discontinue, temporarily or permanently, the Site (or any part thereof) without notice; (b) charge fees for the use of the Site; and/or (c) modify or waive any fees charged in connection with the Site. To the fullest extent permissible under applicable law, You agree that we shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Site, or of any Content or Service (as defined below). Your continued use of the Site after any such changes will indicate your acceptance of such changes.

Description of the Content and Services. We provide users of the Site with access to certain content concerning us and our product, service and solution offerings, including without limit descriptions, contact information, links, and other specialized content (collectively, the “Content”), as well as opportunities to contact us or third parties, and other features and services (all of the foregoing, collectively with the Content, the “Site Services”). All new features made available through the Site that were not made

available as of the “Last Revised” date above shall automatically become subject to these Terms of Use and Sale.

Prices and Availability. Because of the fast-moving nature of the technology industry, prices and availability are subject to change without notice. We are unable to issue price adjustments due to manufacturer price changes after date of original sale. We do our best to provide the most accurate, up- to-date information, but errors do occur, and we reserve the right to make changes without notice and to cancel any order we are unable to fill where availability is constrained and an order is processed in error. Anticipated delivery dates are based upon vendor supplied information and are subject to correction or change.

Systems, Typographic, Photographic and Other Technical Errors. Although we do our best to achieve 100% accuracy, occasionally errors and inaccuracies do occur. Should you encounter an error or inaccuracy, please inform us so it can be corrected. Products and packaging depicted may differ from stock available at the time of shipment. We reserve the right in our sole discretion to substitute equivalent items if available. If an error is made and a product is listed at an erroneous price or shown as available when it is not, we may, at our sole discretion, refuse or cancel any such orders processed as a result of such error, to the fullest extent permissible under applicable law. If an order has been confirmed and charged to your credit card at the incorrect price or where the product, service or solution is not available, we reserve the right in our sole discretion to promptly issue a credit in the amount of the incorrect price or unavailable product, service or solution.

Information Submitted by You through or in connection with the Site. Submissions of personal information through or in connection with the Site are governed by our Privacy Policy which is hereby incorporated into these Terms of Use and Sale by this reference. In consideration of your use of the Site and Site Services, you agree, where information is requested, to provide accurate, current and complete information about yourself, to maintain the accuracy and completeness of such information and to update it promptly in the event of any change. You agree that if any information you provide is false, inaccurate, incomplete or not current, we may terminate your use of the Site and/or the Site Services. To the fullest extent permissible under applicable law, We are not liable for any loss or damage arising from your failure to comply with any or all of the foregoing obligations.

As part of the registration process for certain Site Services, you may be asked to select a username and password. We may refuse registration to anyone and/or require additional information prior to accepting any registration, in our sole discretion. Furthermore, we may refuse to grant you a username that impersonates someone else, is or may be illegal, is or may be protected by trademark or other proprietary rights law, is vulgar or otherwise offensive, or may cause confusion, in each case, as determined by us in our sole discretion. You will be responsible for the confidentiality and use of your username and password and agree not to transfer or resell your use of or access to the Site Services or any part of the Content to any third party without our prior written consent. If you have reason to believe that your account with us is no longer secure, you must immediately notify us of the problem by emailing us at legal@terminales.net. You are entirely responsible for maintaining the confidentiality of your username and password and for any and all activities that are conducted through your account.

Additionally, in order to purchase some of the products and services offered through our Site, you may be required to register and purchase services with a third-party company. You agree to also abide by their

applicable terms of service, and understand that a violation of said terms of service shall also be deemed a violation of these terms and conditions.

Rules of Conduct. While using the Site, you agree to comply with all applicable laws, rules and regulations. In addition, users of the Site must respect the rights and dignity of others and your use of the Site is conditioned on your compliance with the following Rules of Conduct. You agree you will not:

• Transmit or otherwise make available in connection with the Site anything that is or may be: (a) threatening, harassing, degrading, hateful or intimidating; (b) defamatory; (c) fraudulent or tortious; (d) obscene, indecent, pornographic or otherwise objectionable; or (e) protected by copyright, trademark, trade secret, right of publicity or other proprietary right without the express permission of the owner of such right;
• Use the Site for any fraudulent or unlawful purpose or transmit or otherwise make available in connection with the Site any material that would give rise to criminal or civil liability, that encourages conduct that constitutes a criminal offense or that encourages or provides instructional information about illegal or potentially illegal activities;
• Transmit or otherwise make available any material, non-public information about a company without the proper authorization to do so;
• Interfere with or violate any other Site visitor’s or user’s right to privacy or other rights, or harvest or collect personally identifiable information about visitors or users of the Site without their express consent;
• Defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights of others;
• Impersonate any person or entity, including, but not limited to, any agent or representative of ours, falsely state or otherwise misrepresent your affiliation with any person or entity or express or imply that we endorse any statement you make, without our prior written consent;
• Transmit or otherwise make available in connection with the Site any virus, worm, Trojan Horse, easter egg, time bomb, web bug, cancelbot, “spyware,” or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware, software, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component;
• Interfere with or disrupt the operation of the Site, or the servers or networks that host the Site or make the Site available or disobey any requirements, procedures, policies or regulations of such servers or networks;
• Restrict or inhibit any other person from using the Site, including by means of hacking or defacing any portion of the Site;
• Transmit or otherwise make available in connection with the Site any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” investment opportunity or any other form of solicitation;
• Sell, license, or exploit for any commercial purposes any use of or access to the Content, Site Services or Site;
• Modify, adapt, translate, reverse engineer, decompile, or disassemble any portion of the Content, Site Services, or the Site;
• Remove any copyright, trademark, or other proprietary rights notice contained in the Content, Site Services, or the Site;
• Frame or mirror any part of the Site without our prior express written authorization;
• Use any robot, spider, site search or retrieval application, or other manual or automatic device or process to retrieve, index, data-mine, or in any way determine, archive, reproduce, or circumvent the navigational structure or presentation of the Site; or
• Create a database by systematically downloading and storing all or any of the Content from the

Our Proprietary Rights. You acknowledge and agree that the information and materials presented to you on or through the Site, including without limitation the Content and the Site Services, are and shall remain our property or the property of our licensors or suppliers, and are protected by copyright, trademark, patent, and/or other proprietary rights and laws. You may download one (1) copy of any material publicly available on the Site to any single computer for your personal, non-commercial use only, provided that you keep intact all copyright and other proprietary notices, and subject to all other terms and conditions of these Terms of Use and Sale. Except as expressly authorized in advance by us, you agree not to copy, modify, rent, lease, loan, sell, distribute, or create derivative works based (whether in whole or in part) on, any materials, including without limitation the Content and the Site Services, that are made available on or through the Site.

• You may request, and we may provide, from time to time, certain information which is our confidential information, and which we intend to protect as confidential (“Confidential Information”). Confidential Information includes, but is not limited to, specific proposals, pricing information, technical specifications and modifications to any of the foregoing, which we may provide to you orally or in In addition to the restrictions on the use of any information set forth above, you agree to hold all Confidential Information in strict confidence, not to disclose it to any third party, and to use at least reasonable care to protect its confidentiality and prevent its unauthorized use or disclosure.
• Our trade names, trademarks and service marks include without limitation: NET, TN, and any associated logos. All trademarks and service marks on the Site not owned by us are the property of their respective owners. The trade names, trademarks, and service marks owned by us, whether registered or unregistered, may not be used in connection with any product, service or solution that is not offered by us, or in any manner that is likely to cause confusion with customers. Nothing contained on the Site should be construed as granting, by implication, estoppel or otherwise, any license or right to use any of our trade names, trademarks, or service marks without our prior express written permission.

Limitation of Liability and Disclaimer of Warranties Related to Your Use of the Site.

• TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, THE SITE AND SITE SERVICES ARE PROVIDED TO YOU “AS IS” WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, YOU AGREE THAT YOU MUST EVALUATE AND BEAR ALL RISKS ASSOCIATED WITH THE USE OF THE SITE AND THE SITE SERVICES, AND ANY RELIANCE ON THE ACCURACY, COMPLETENESS, OR USEFULNESS THEREOF. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SITE AND THE SITE SERVICES, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WE WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND, UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER THEORY, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, USE, DATA, OR OTHER INTANGIBLES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. IN PARTICULAR, AND WITHOUT LIMITATION, AND TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WE WILL NOT BE LIABLE FOR DAMAGES OF ANY KIND RESULTING FROM THE USE OF OR THE INABILITY TO USE THE SITE, ANY SITE SERVICE MADE AVAILABLE THROUGH OR IN CONNECTION WITH THE SITE, OR ANY PRODUCTS, SERVICES OR SOLUTIONS ACCESSED, USED, ACQUIRED, OR DISCOVERED THROUGH OR IN CONNECTION WITH THE SITE. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SITE OR ANY SITE SERVICE IS TO STOP USING THE SITE.

• WITHOUT LIMITING THE FOREGOING, AND TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WE MAKE NO REPRESENTATION OR WARRANTY THAT: (A) THE SITE OR ANY SITE SERVICE WILL MEET YOUR REQUIREMENTS; (B) ACCESS TO THE SITE OR ANY SITE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE OR ANY SITE SERVICE WILL BE ACCURATE, TIMELY, OR RELIABLE; (D) THE QUALITY OF ANY SITE SERVICES ACCESSED OR USED THROUGH OR IN CONNECTION WITH THE SITE WILL MEET YOUR EXPECTATIONS; (E) ANY ERRORS IN THE SITE WILL BE CORRECTED; OR (F) THE SITE OR THE EQUIPMENT OR NETWORK(S) ON WHICH THE SITE IS HOSTED ARE FREE OF VIRUSES, BUGS, WORMS, DEFECTS, OR OTHER HARMFUL COMPONENTS.
• While we try to maintain the Site’s integrity and security (and the integrity and security of the servers on and in connection with which the Site is operated), we do not, to the fullest extent permissible under applicable law, guarantee that the Site will be or remain secure, complete, or correct, or that access to the Site will be The Site may include inaccuracies or errors, or materials that violate or conflict with these Terms of Use and Sale. Additionally, third parties may make unauthorized alterations to the Site. If you become aware of such a situation, please contact us at legal@terminales.net with a description of the material(s) at issue, and the location (“URL”) where such material(s) appear.

Links. The Site may provide links to other Internet websites and resources. Because we may have no control over such sites and resources, you acknowledge and agree that we are not responsible for the availability of such external sites or resources, and do not endorse and are not responsible or liable for any content, advertising, products, or other materials on or available through such sites or resources. Other websites may provide links to the Site with or without our authorization. We may have no control over the sites that provide links to the Site, and you acknowledge and agree that we do not endorse such sites and are not responsible for any links from those sites to the Site, for any content, advertising, products, or other materials available on or through such other sites, or for any loss or damages caused by using or relying on any such materials. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to have been caused by or in connection with the use of or inability to use: (a) any sites or resources to which we provide links, or that provide links to the Site; or (b) any content, goods, or services available on or through any such sites or resources. We shall have the right, but not the obligation, at any time and in our sole discretion to block links to the Site through technological or other means, without prior notice.

Your Representations and Warranties; Indemnity. You represent and warrant that you will comply with all applicable laws in connection with your use of the Site and Site Services. To the fullest extent permissible under applicable law, You agree to defend, indemnify, and hold us and our sponsors, directors, officers, shareholders, licensors, employees, agents, partners, suppliers and representatives harmless, from and against, all claims, losses, costs, damages, liabilities, and expenses (including but not limited to attorneys’ fees) arising out of: (a) your activities in connection with the Site or Site Services; (b) any violation of these Terms of Use and Sale by you; or (c) any allegation that anything you transmit through or in connection with the Site infringes or otherwise violates the copyright, trademark, trade secret, privacy, or other rights of any third party, except to the extent caused by our negligence, recklessness, or intentional misconduct in connection with the Site.

Dealings with Third-Party Providers of Goods and Services. Your correspondence or business dealings with, or participation in promotions sponsored by, any third-party providers or other third-party providers of goods, services or solutions found on or through the Site, and any terms, conditions, warranties, or representations associated with such dealings, are solely between you and such third-party provider. To the fullest extent permissible under applicable law, You agree that we shall not be responsible or liable for any loss or damage of any sort incurred in connection with any such dealings or as the result of the presence of such third parties’ materials on the Site.

Termination. You agree that we, in our sole discretion, and to the fullest extent permissible under applicable law, may terminate your use of the Site or any part thereof, at any time and for any reason or no reason, including, without limitation, if we believe that you have violated or acted inconsistently with the letter or spirit of these Terms of Use and Sale. You agree that any termination of your access to the Site and/or the Site Services under any provision of these Terms of Use and Sale may be effected without prior notice. Upon termination of these Terms of Use and Sale, your right to use the Site will immediately cease. To the fullest extent permissible under applicable law, We shall not be liable to you or any third party for any termination of your access to the Site or any part thereof.

Filtering. Pursuant to 47 U.S.C. § 230(d), as amended, we hereby notify you that parental control protections (such as computer hardware, software, or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors. Information identifying current providers of such protections is available at the website America Links Up: www.netparents.org/parentstips/browsers.html.

Additional Terms of Use and Sale

PLEASE READ FOLLOWING TERMS CAREFULLY BEFORE MAKING ANY PURCHASE THROUGH THE SITE OR

WHICH IS OTHERWISE SUBJECT TO THESE TERMS OF USE AND SALE. Set forth hereafter are certain additional terms and conditions that apply to any purchase made by you (including your employer and/or any of its affiliates, or any other entity or person on whose behalf you are acting, “you” or “Customer”) from us using the Site or otherwise subject to these Terms of Use and Sale. By using the Site, placing an order and/or submitting a purchase order to us that is subject to these Terms of Use and Sale you agree to be bound by these Terms of Use and Sale, to the fullest extent permissible under applicable law. If you and an authorized representative of ours have each signed and delivered a separate master purchase agreement, purchase order or statement of work, then such separate master agreement, purchase order or statement of work shall govern, to the extent of any conflict between its terms and those of these Terms of Use and Sale, otherwise, these terms shall govern including for any orders made by telephone through your Account Executive. Certain products may require the acceptance of additional terms and conditions applicable to those specific products. By placing such order you agree to those specific additional terms, as well as this Agreement.

Order Acceptance Policy. Orders are not binding on us until accepted by in accordance with these Terms of Use and Sale, including without limit terms applicable to errors and our cancelation rights related thereto, and we reserve the right to accept or decline any order for any reason, and/or to supply less than the quantity ordered of any item without prior notice. Your receipt of an electronic or other form of order confirmation does not signify our acceptance of your order, nor, to the fullest extent permissible under applicable law, does it constitute confirmation of our offer to sell. Until delivery of goods or performance of services we reserve the right to reject or cancel any order (or any portion thereof to the extent goods remain undelivered or services remain unperformed), for any reason or no reason. We are a reseller and do not accept orders from computer dealers, exporters, wholesalers, or others who intend to resell the goods offered by us unless specifically agreed to in a writing signed and delivered to you by an authorized officer of TN. Customer hereby represents and warrants that it is not purchasing goods for export and/or resale unless pursuant to a separate written Agreement executed and delivered by an authorized officer of TN. In the event of any export different than the one provided by TN, Customer agrees to comply with all applicable laws and regulations, including but not limited to U.S. Commerce Department regulations and State Department restrictions governing export from the United States and, to the fullest extent permissible under applicable law, shall indemnify, defend and hold us harmless from any third party claim arising out of or related to any such export transaction.

Purchase Price and Payment. Prices, specifications and availability of goods and services are subject to change without notice. Customer will pay the price established by us for all goods ordered by Customer or using Customer’s account. Full payment shall be made before delivery of the good. In addition to the purchase price and any shipping costs, Customer will pay all applicable taxes, including but not limited to sales, use, value added, gross receipts, privilege, excise and personal property taxes as well as other similar taxes and/or charges, levied on or measured by the purchase price or sale of goods or arising from, furnished, or in connection with the use of the goods and any parts or maintenance supplied or the services rendered. Prices do not, unless otherwise specified, include supplies.

Title and Risk of Loss. Title and risk of loss to all items purchased subject to these Terms of Use and Sale passes from us to you at the time of delivery by us to the shipping destination, provided, however, title to software and other licensed items will remain with the applicable licensor(s). Customer shall have full liability for the safety and validity of delivery address given to us at the time of purchase, to the fullest extent permissible under applicable law. We will not incur any forwarding costs on shipments.

Shipping and Delivery Options and Policies AT TN, WE STRIVE TO SHIP YOUR ORDER AS QUICKLY AS POSSIBLE. HOWEVER, BECAUSE OF INVENTORY, SHIPPING, AND MATTERS OUTSIDE OF OUR CONTROL, OUR STATEMENTS AS TO USUAL SHIPPING AND DELIVERY TIMES ARE NOT GUARANTEES OR PROMISES

THAT A PRODUCT WILL SHIP OR BE DELIVERED ON A SPECIFIC DAY. As set forth with more specificity in each product’s specific terms, delivery shall be done at the specific delivery location selected by You at during the checkout process.

Shipping, packaging, handling and Insurance. You agree to pay all shipping, packaging, handling and related insurance costs and fees, which may include a profit. In the event that Customer returns goods permitted under these Terms of Use and Sale, Customer shall insure, at Customer’s expense, all goods shipped in an amount at least equal to the unpaid purchase price of the goods. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, CUSTOMER ASSUMES ALL RISK OF LOSS IN CONNECTION WITH THE SHIPMENT OF RETURNED GOODS.

Rerouting. After shipment, packages cannot be rerouted or placed on hold for pick through carrier hub.

Purchase Money Security Interest. To the fullest extent permissible under applicable law, You hereby grant to us a purchase money security interest in all goods purchased hereunder, and in any proceeds thereof, to secure the unpaid purchase price of such goods, if any. Upon request by us you agree to sign any document required to perfect such security interest. Payment in full of an invoice for the total of the purchase price as shown on the invoice shall release the security interest on the invoiced goods.

Software Licenses. All software is provided subject to any manufacturer’s license agreement(s) and/or end user agreement(s) that are provided with it. To the fullest extent permissible under applicable law, Customer will be bound by all such licenses and/or end user agreements.

Delays in Performance. Any delivery times provided by us are estimates only. We shall not be liable for delivery delays, nor shall we be liable for any delay in performance due to unforeseen circumstances or to causes beyond our reasonable control including, but not limited to, acts of nature, acts of government, labor disputes, delays in transportation and delays in delivery or inability of suppliers to deliver.

Alteration or Attachment to Goods. Any alteration, modification, addition, improvement or attachment to the goods (“Alteration”) not authorized in writing by us shall be solely at your expense and risk. In the event of any such unauthorized Alterations any warranty under these Terms of Use and Sale, including without limitation any warranty of merchantability or fitness of use that may be implied despite our express disclaimer of any such warranty, shall be deemed waived by you and shall be null and void, and we shall have no obligation to you under any such warranty, nor will you be entitled to return altered goods at any time, to the greatest extent permissible under applicable law.

Maintenance. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WE HAVE NO OBLIGATION TO PROVIDE MAINTENANCE, WARRANTY OR SUPPORT SERVICES TO ANY CUSTOMER UNLESS SPECIFICALLY AGREED IN WRITING BY TN.

DISCLAIMER OF WARRANTIES FOR GOODS AND SERVICES. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, ALL GOODS AND SERVICES SOLD UNDER THESE TERMS OF USE AND SALE ARE PROVIDED “AS IS” WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND EXCEPT THOSE EXPRESSLY CONFERRED BY THE MANUFACTURER. WE EXPRESSLY DISCLAIM ALL WARRANTIES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, INFORMATION, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT, TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW.

LIMITATION OF LIABILITY FOR GOODS AND SERVICES. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, IN NO EVENT SHALL WE, OUR PARENT, SUBSIDIARIES OR AFFILIATES, OR ANY OF OUR OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS, SUPPLIERS, REPRESENTATIVES OR AGENTS, BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, LOSS OF BUSINESS PROFITS OR SPECIAL DAMAGES, HOWEVER CAUSED, ARISING FROM THE USE OF ANY GOODS OR SERVICES, EVEN IF ANY SUCH PARTYHAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES SO THE FOREGOING LIMITATION MAY NOT APPLY TO THE EXTENT SUCH STATE’S LAW IS APPLICABLE TO THIS AGREEMENT. NEW JERSEY LAW HOLDS THAT LIMITATIONS OF LIABILITY ARE ENFORCEABLE SO LONG AS THE LIMITATION IN QUESTION DOES NOT VIOLATE PUBLIC POLICY AND THAT EXCLUSIONS OF DAMAGES ARE ALLOWED SO LONG AS THEY ARE NOT UNCONSCIONABLE. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, CUSTOMER AGREES THAT CUSTOMER’S SOLE REMEDY SHALL BE TO RETURN GOODS IN ACCORDANCE WITH THE TERMS OF THESE TERMS OF USE AND SALE AND, IF APPLICABLE, TO OBTAIN A REFUND OF THE AMOUNT OF THE PURCHASE PRICE PAID BY CUSTOMER TO US, LESS ALL SUMS, IF ANY, CUSTOMER OWES US.

MANDATORY ARBITRATION. To the fullest extent permissible under applicable law, any claims against us relating in any way to your use of the Site or the Site Services or any purchases made by you through the Site or subject to these Terms of Use and Sale shall be submitted to final confidential and binding arbitration in Miami-Dade County, Florida, USA, except that if you fail to timely pay amounts due, we may assign your account for collection and the collection agency may pursue such claims in court limited strictly to the collection of the past due debt and any interest or cost of collection permissible under applicable law or these Terms of Use and Sale. Arbitration under these Terms of Use and Sale shall be conducted under the rules then prevailing of the American Arbitration Association. The arbitrator’s award shall be binding and may be entered as a judgment in any court of competent jurisdiction. THE RULES GOVERNING ARBITRATION ARE DIFFERENT THAN THOSE IN COURT. ARBITRATION DOES NOT INVOLVE A JUDGE OR JURY AND REVIEW IS LIMITED, BUT AN ARBITRATOR CAN AWARD THE SAME DAMAGES AS A COURT. EXCEPT AS MAY OTHERWISE BE PROVIDED IN THE AMERICAN ARBITRATION ASSOCIATION RULES OR AS OTHERWISE REQURIED UNDER APPLICABLE LAW, YOU UNDERSTAND THAT BY INITIATING THIS ARBITRATION PARAGRAPH YOU ARE GIVING UP YOUR RIGHT TO A TRIAL IN COURT OR ADMINISTRATIVE PROCEEDING, EITHER WITH OR WITHOUT A JURY, AS A MEANS BY WHICH TO

SETTLE YOUR DISPUTE. In the event that this arbitration provision is unenforceable, and, to the fullest

extent permissible under applicable law, any litigation regarding the Site or the Site Services, your use of the Site or the Site Services or any purchases made by you through the Site or subject to the Terms of Use and Sale shall be brought in the state or federal courts located in Miami-Dade County, Florida, and you hereby agree and submit to such jurisdiction and venue as exclusive and proper.

For all disputes, you must first send a written description of your claim to our Customer Service department. You can contact our Customer Service department by email csc@terminales.net We each agree to negotiate in good faith to settle your claim or dispute. If we do not reach agreement within 30 days, you may pursue your claim in arbitration.

To pursue your claim in arbitration, you must serve us with an arbitration demand. Our principal address is: 379 Heron Landing Rd., Saint Johns, FL 32259.The arbitration will be administered by the American Arbitration Association (“AAA”). The AAA’s Supplementary Procedures for Consumer-Related Disputes will apply, as modified by these Terms of Use and Sale. The AAA rules are available at www.adr.org.

You and we agree that these Terms of Use and Sale involve interstate commerce and, despite the choice of law provision in these Terms of Use and Sale, the Federal Arbitration Act and federal arbitration law govern arbitrations under these Terms of Use and Sale. An arbitrator may only award as much relief as a court having jurisdiction in the place of the arbitration, limited to the same extent that a court would limit such relief and consistent with the provisions of these Terms of Use and Sale, including the limitation of liability in these Terms of Use and Sale. An arbitrator may order injunctive or declaratory relief (so long as that injunctive or declaratory relief does not apply beyond your dealings with us) or summary judgment under applicable law. An arbitrator may not award relief in excess of or contrary to what these Terms of Use and Sale provide, except that the arbitrator may award on an individual basis damages required by statute and may order injunctive or declaratory relief pursuant to an applicable consumer protection statute.

CLASS ACTION WAIVER. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, YOU AND WE ACKNOWLEDGE AND AGREE THAT YOU WAIVE ANY RIGHT TO PARTICIPATION AS A PLAINTIFF OR AS A CLASS MEMBER IN A CLASS ACTION. Neither you nor we may be a representative of other potential claimants or a class of potential claimants in any dispute, nor may two or more individuals’ disputes be consolidated or otherwise determined in one proceeding. This class action waiver applies if you bring your claim in arbitration and if you bring your claim in small claims court.

Right of Offset. At any time that an amount is due to us, we shall have the right, without prior notice, to set off and apply any amounts otherwise owed by us to purchaser, to any amounts owed to us by purchaser, in all cases, to the fullest extent permissible under applicable law.

Governing Law and Documentation. Transactions between you and us, and any disputes arising between us related to any interaction between us resulting or connected to your use of the Site or the Site Services or any purchases by you made through the Site or subject to these Terms of Use and Sale, including but not limited to claims relating to the content of any of our catalogs or the Site, shall be governed by and construed in accordance with the laws of the State of Florida without regard to the laws regarding conflicts of law, to the fullest extent permissible under applicable law. If any provision of these Terms of Use and Sale shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Use and Sale and shall not affect the validity and enforceability of any remaining provisions. These Terms of Use and Sale, together with any the policies included on the Site, as applicable, and any policies, terms or conditions stated on any applicable of our invoices or packing slips, constitute the entire agreement between the parties relating to the subject matter herein, and cannot be modified except in a written agreement signed by both parties and no conflicting purchase order or other document not executed and delivered by an authorized officer of TN shall be deemed to have been accepted by us or to apply to any such matters or transactions.

Jurisdictional Issues. The Site is not intended to subject us to the laws or jurisdiction of any state, country or territory other than the State of Florida and the United States of America. To the fullest extent permissible under applicable law, We do not represent or warrant that the Site, Content, or Services, or any aspect thereof, is appropriate or available for use in any particular jurisdiction. We do not represent or warrant that that we are in compliance with any rule, regulations, or laws of any country outside of the United States of America. Those who choose to access the Site do so on their own initiative and at their own risk, and are responsible for complying with local laws. To the fullest extent permissible under applicable law, We may limit the availability of the Site to any person, geographic area, or jurisdiction we choose, at any time in our sole discretion. You agree not to transport, import, export, or re-export all or any part of the Site Services or goods, services or solutions you obtain from us to any other country. You agree not to use all or any part of the Site from any country to which the United States has embargoed goods; and you represent, warrant, and covenant to us that (a) you are not located in or under the control of any such country, and (b) you are not a person or entity that appears on the United States Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders or on any similar list.

Miscellaneous. These Terms of Use and Sale do not, and shall not be construed to, create any partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between the parties hereto. If any provision of these Terms of Use and Sale is found to be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms of Use and Sale and will not affect the validity and enforceability of any remaining provision. You may not assign, sublicense, or otherwise transfer any or all of your rights or obligations under these Terms of Use and Sale without our prior express written consent. No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption, or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof. Notices to you may be made via either email or regular mail. The Site may also provide notices of changes to these Terms of Use and Sale or other matters, by displaying such notices or by providing links to such notices. Without limitation, you agree that a printed version of these Terms of Use and Sale and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms of Use and Sale to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

No Returns Policy. ALL SALES ARE FINAL AND WE DO NOT OFFER RETURNS OR REFUNDS.

Repairs and Limited Warranty. Some of the products and solutions we sell are subject to a limited manufacturer’s warranty. To obtain information regarding manufacturer’s limited warranties, please contact us at the following e-mail address:

csc@terminales.net

Order Discrepancies. Any order discrepancies, i.e., missing items/components; mis-shipments; short- shipments, must be reported either to us within 5 days of receipt of the shipment.

Events of Default:

• You do not make a payment when due, or the payment is denied and/or charged back by the credit card or credit card processing
• You make any false or misleading statements on the information you provide to us or the third party services we work
• You file bankruptcy or a bankruptcy petition is filed against
• There is an event that occurs, which in our reasonable discretion causes the prospect of payment by you to be significantly
• You breach any other terms of these Terms of Use and

In the event of default, we reserve the right to demand that the entire unpaid balance be paid immediately. If you are in default and we refer your Account to an attorney and/or collection agency for collection, you will be responsible to pay the costs associated with such collection and late fees if you are in default. In the event litigation is required, Customer consents to the in personam jurisdiction and venue in the State or Federal courts in Miami-Dade County, Florida, to the fullest extent permissible under applicable law.

Additional Terms:

We have the right to cancel or rescind your account, as it relates to future purchases, at any time, without default, to the fullest extent permissible under by applicable law. You will remain obligated to pay for all purchases made prior to cancellation and any charges associated with these purchases.

You agree to pay in U.S. Dollars for all purchases, late fees, return check charges, and other charges or fees under these Terms of Use and Sale incurred by you or any User, plus collection costs, court costs and reasonable attorney fees. All disputes must be received by written notice within seven business days of receipt of invoice and prior to payment.

You shall be fully responsible for maintaining the security and confidentiality of the password granting access to the Site. You shall be held fully liable by us for all purchases placed through the Site irrespective of whether an order is placed by a person allegedly not authorized by the account holder to have password access. We shall have no liability or responsibility for an account holder’s disclosure, inadvertent or otherwise, of its account password or credentials to any other individual or entity.