JDCTEK, LLC

TERMS AND CONDITIONS OF SALES AND SERVICE

1. ACCEPTANCE: Any order based on a quotation or estimate (“quote”) followed by an invoice by JDCTEK, LLC COMPANY (“Seller”) for the purchase of goods and from the Seller shall be subject only to the terms and conditions set forth herein and is subject to approval and acceptance by Seller at its home office in Royal Oak, Michigan.  There are no understandings or agreements other than as set forth herein.  No additions, deletions or modifications of these terms or any other matter specified in this quote proposed by Buyer in any printed forms or otherwise shall bind Seller unless accepted by Seller in writing, regardless of whether such terms would materially alter these terms.  Any quotation made by Seller shall expire automatically thirty (30) days after its date, and may be reinstated only by written confirmation of Seller.  Stenographic and clerical errors are subject to correction.
2. PRICES: Prices are stated and payable in United States funds, and are subject to change without notice at any time prior to Seller’s acceptance of Buyer’s order.  Unless specifically mentioned, prices quoted do not include the amounts of any applicable sales, use, transfer, or excise taxes, tariffs, or custom duties, and Buyer will be charged for any such taxes, tariffs, or custom duties levied upon the sale, transfer, import or use of the goods sold hereunder.  Only the specific products, service and technology listed in the quote is included in the price.  Any additional equipment, accessories or features ordered or required by Buyer shall be added cost.  The costs for any parts or goods requested or required for such quote shall be advanced by Buyer to Seller before any initial installation, service or technology is commenced by Seller.  All such advances and purchases for such parts and goods are deemed “FINAL.”
3. TERMS: Any shipment, according to terms, to Buyer is contingent upon Buyer’s maintenance of a satisfactory financial condition.  Buyer agrees to sign prior to shipment, if requested, all documents necessary under the Uniform Commercial Code to create a valid security interest in favor of the Seller for the total subject matter of the quote or any subsequent contract between the parties.  If order requires a pre-paid deposit by Buyer, all product order, delivery and installation performance by Seller is expressly conditioned upon full payment of the total deposit amount. If shipments are delayed by the Buyer, any consequences therefrom shall be borne solely by Buyer.  Seller’s obligation of delivery is extended by a like period of default in payment of any installment due from Buyer.  Default in payment authorizes Seller to suspend work on the subject machine for the period of default and Buyer shall be responsible for any cost related to such suspension including increases in the material or labor costs.  Any unpaid installment services, products cost or total balance, after performance, due Seller shall commence accruing simple interest at seven (7%) percent per annum, or the highest legal rate allowed by Michigan law, whichever is greater, beginning thirty (30) days after the date of invoice.
4. DELIVERY: The delivery time quoted is an estimate only.  It is based on design time, construction time, and work scheduling anticipated.  Seller shall bear no liability for changes in delivery dates.  Work schedules of Seller shall be subject to significant amendment, at Seller’s sole discretion, in the event of any delays in scheduling or performance occasioned by Buyer, whether or not Seller consents to such delays.
5. CANCELLATION: Orders placed for equipment, products or goods covered by Seller’s quotation are not subject to cancellation, if canceled by Buyer, Buyer shall remain obligated for payment to Seller, as determined by Seller, for the portion of the quote that fairly represents the percentage of the contract completed at the time of cancellation, including components and material purchased but not integrated into Buyer’s system and not otherwise of immediate usefulness to Seller.
6. DRAWINGS, PRINTS, AND SPECIFICATIONS: Seller shall be responsible to meet specifications for the design and technology required by the Buyer, if expressly made a part of the quote.  In the event Seller reasonably meets the design, specifications and technology, it shall have responsibility for the quality of workmanship and materials only. Seller shall not be responsible for any design, specifications or technology supplied by Buyer.  Seller, in its discretion, shall determine acceptability of the design, specifications, technology and service constituting the end  Specifications as proposed by Seller for use of custom parts, products or goods to be incorporated may require alteration during design and installation, at the discretion of Seller.  The final design and specifications developed for such items by Seller shall supersede all other specifications or design requested by Buyer, Buyer shall be responsible for additional charges for such changes as determined by Seller.
7. LIMITED WARRANTY: Excluding components purchased by Seller from third parties, Seller warrants its sales and workmanship for a period following completion of performance by Seller to the point of sign-off or acceptance by Buyer.  The foregoing warranty will become void and Seller will have no obligation with respect to any goods that are not used or maintained in a normal and proper manner or under recommended conditions, or that are modified, altered, or repaired by persons other than Seller, Seller shall have no liability hereunder for claims made under this warranty which are not in writing and which have not been delivered to Seller prior to termination of the warranty period.  The warranty extends only to the original purchaser and Seller’s obligations under this warranty is limited to the furnishing of or repairing of at Seller’s option, a part or parts determined by Seller to be   Components purchased by Seller from third parties for inclusion in products or goods sold by Seller are guaranteed and warranted by Seller only to the extent of the guarantee or warranty, if any, made to Seller in connection therewith.  Upon delivery of the goods or products included in any quote to Buyer, Seller shall be deemed to have assigned to Buyer all manufacturer warranty rights for incorporated parts.  Buyer must give Seller written notice for any alleged defect within thirty (30) days of its discovery and give Seller a reasonable opportunity to make corrections. EXCEPT FOR THE SELLER’S WARRANTY OBLIGATIONS CONTAINED HEREIN, THERE ARE NO WARRANTIES, EXPRESSED OR IMPLIED, WHICH EXTEND BEYOND THE DESCRIPTION ON THE FACE HEREOF, SELLER MAKES NO WARRANTY OF MERCHANTABILITY WITH THE RESPECT TO THE GOODS SOLD UNDER THIS CONTRACT.  SELLER SHALL NOT BE LIABLE FOR ANY DAMAGES, WHETHER, SPECIAL, INCIDENTAL, CONSEQUEN-TIAL, LABOR EXPENSES OR OTHERWISE CAUSED BY/OR ARISING OUT OF THE FAILURE OF THE GOODS AND SERVICES, HEREUNDER TO CONFORM TO THE FOREGOING WARRANTY.
   
8. GOVERNING LAW AND LIMITATIONS OF ACTIONS: Any legal action resulting from this contract must be commenced within one (1) year after the cause of action has accrued.  The rights and obligations of the parties hereto shall be governed by the laws of the State of Michigan and any action brought hereunder must be commenced, according to jurisdictional provisions, in either (i) the 44^th Judicial District Court, Royal Oak, Michigan; or (ii) the 6^th Judicial Circuit Court for the County of Oakland; or (iii) the United States District Court for the Eastern District of   The prevailing party in any such action shall be entitled to recovery of its actual and reasonable attorneys’ fees and costs incurred as a result of such action.
9. PATENT INFRINGEMENT: Seller shall have no liability or responsibility with respect to any material or part thereof supplied by or manufactured to the design of Buyer infringing any United States or foreign patent, and Buyer will indemnify and save Seller harmless from any such claim or infringement including payment of Seller’s attorney’s fees and costs in defense of the same.
10. INDEMNIFICATION AND OPERATION: Buyer shall comply with all directions contained in any materials supplied by Seller and will require its employees to comply with all applicable federal, state, local or industry standards, to observe all warnings.
11. MANAGED SERVICES LIMITATIONS: Seller implements its products and services to clientele within the following parameters:
    1. Managed PC Care – “Automated Maintenance” includes, but is not limited to, the updating of Microsoft Windows and Office updates, third party software updating, daily hardware testing, and performance testing, in addition to monitoring and alerting Seller of potential problems.  Provided, however, this does not cover cost for support and labor as a result of required repairs performed remotely or onsite.
    2. Cloud Backup – Clientele data is stored off-site on an independent product offered by a third party provider, Crashplan servers.  All information thereon is encrypted.  Provided, however, Seller takes undertakes no liability for lost data stored at Crashplan.  Any restoration by Seller for lost data on such servers shall be by express request of clientele and labor billed at Seller hourly rates.
    3. Antivirus – ESET Antivirus software is a third party product obtained by Seller and thereafter sold to clientele to aid in securing computer systems from unwanted virus and spyware.  Notwithstanding, while ESET Antivirus is one of the highest rated protection suites, clientele are advised that no software exists to assure absolute protection without incident.  Therefore, Seller undertakes no liability for incidents involving invasion of virus and spyware.
    4. Network Security – Computer systems are highly susceptible to:  (i) viruses, worms, and Trojan horses; (ii) spyware and adware; (iii) zero-day attacks/zero-hour attacks; (iv) hacker attacks; (v) denial of service attacks; (vi) data interception and theft; and (vii) identity theft.  As an added service, Seller can provide a third party product that aids in the blocking of known malware which can attack through algorithms and network firewalls.  This network security augments the effective block rates of virus and malware upon networks and computers systems of clientele.  Notwithstanding the use of such product and service as added protection, Seller undertakes no liability for invasion due to such susceptibility.

JDCTEK TERMS AND CONDITIONS