BUYER'S AGREEMENT: TERMS AND CONDITIONS

This POSmatic Inc. Buyer Agreement is a legal agreement between you (BUYER) and POSmatic, Inc., which includes computer software (ONsight™) and may include associated media, database, printed materials, hardware, third party software and "online" or electronic documentation ("SOFTWARE PRODUCT"). By installing, copying, or otherwise using the SOFTWARE PRODUCT, you agree to be bound by the terms of this Buyer Agreement.

1. Application:: (a) In these terms and conditions, "Agreement" means these terms and conditions and the terms and conditions set out on the attached Buyer's Order Form, "POSmatic" means POSMATIC, INC, and "Onsight™" means the point of sale software and/or hardware described in the attached order form. (b) The Agreement applies to the sale and purchase of the point of sale software and/or hardware, and prevails over Buyer's terms and conditions (if any).
2. Sales Contract and Limitations:: The entire agreement between Buyer and Seller with respect to the products described in Buyer's Agreement, as the case may be, shall consist of the terms appearing herein. No modification or waiver of Seller's Terms is valid, unless confirmed in writing by an authorized representative of Seller. The Sales Contract shall only be for the benefit of Buyer and Seller, and not for the benefit of any other person, except as otherwise provided herein with respect to Seller's subcontractors. This Document supersedes any other terms and conditions exchanged between the parties, including any Purchase Order forms by Buyer, and to the extent any such form is inconsistent with the terms herein, both parties agree to the terms herein.
3. Payment:: Buyer will pay the total purchase price indicated on the attached order form (the "Purchase Price") to POSmatic in the general way: 50% upon order and 50% upon installation. In addition to the Purchase Price, Buyer will pay any amount payable in respect of goods and services tax, sales tax, or any other tax, excise or duty imposed in connection with this Agreement, as well as all costs of delivery and insurance against Buyer's risk of loss. Failure of prompt payment will result in 1.5% late fee on total initial purchase price, incurring every (30) days until the amount is settled. In the event of a late payment, Posmatic reserves the right to void all discounts and promotions.
4. Installation:: Although POSmatic will endeavor to meet any installation date agreed with Buyer, POSmatic will not be liable for, nor may Buyer cancel any order for, late delivery of the equipment.
5. Ownership:: Ownership of the hardware passes to Buyer when Buyer pays for the equipment in accordance with clause 3 above. For software see Users License Agreement.
Refunds:: Absolutely no refunds on any software or hardware once it has been installed.
7. Warranty:: 7.1 POSmatic warrants that each new and remanufactured equipment will be free from defects in Material and workmanship for one (1) year from the date of shipment from POSmatic.; 7.2 In the event of any defect in materials and workmanship, POSmatic or its agent will, repair the defect or replace those parts of the equipment affected by the defect. Any equipment, or part repaired or replaced under this warranty will be warranted on the same terms and conditions for the remainder of the original warranty period only.; 7.3 This Warranty only applies where:; (a) the equipment has received normal use and service;; (b) Buyer notifies POSmatic in writing of the existence and nature of any claim under this warranty within fifteen (15) days of the defect first becoming apparent;; (c) POSmatic or its agent is given the opportunity to inspect the equipment immediately after the defect is discovered; and; (d) the equipment has been installed, used, adjusted, modified, operated, repaired, maintained and stored in accordance with the instructions set out in the Owner's Manual suppdded by equipment manufacturer, as amended from time to time.; 7.4 This Warranty does not apply:; (a) to any defect due to any cause beyond POSmatic's control including, without limitation, any defects in anything to which the equipment is affixed;; (b) to any repair work undertaken or attempted by any person in relation to the equipment without POSmatic's prior written consent; or; (c) if any parts other than original parts and software are installed in or on the equipment, and these parts and software are, in POSmatic's opinion, a cause of the incident for which the warranty claim is filed.; 7.5 Where Buyer makes any claim under this Warranty, Buyer will, at POSmatic's request, promptly return any defective equipment or part(s) thereof to POSmatic. Buyer will be responsible for all costs associated with such return.; 7.6 POSmatic will not be liable for and Buyer will indemnify POSmatic against any liability, loss, or damage (including all professional fees, and costs of investigating and litigating any claim) that may arise directly or indirectly from acts or omissions of Buyer or others acting on behalf of Buyer during installation, servicing, or repair of the equipment.; 7.7 WARRANTIES NON-TRANSFERRABLE. Subsequent owners of the hardware are not entitled to claim under this Warranty unless POSmatic has agreed in writing to extend the warranty in relation to such owners prior to transfer.; 7.8 LIMITATION OF WARRANTIES. NOTWITHSTANDING ANY OTHER PROVISIONS TO THE CONTRARY CONTAINED IN THE BUYER'S AGREEMENT: THE EXPRESS WARRANTIES SPECIFICALLY SET FORTH OR INCORPORATED BY REFERENCE IN THIS AGREEMENT ARE THE ONLY WARRANTIES WHICH APPLY TO THE GOODS AND/OR SERVICES FURNISHED UNDER THE AGREEMENT, AND NO OTHER WARRANTIES WHETHER STATUTORY, WRITTEN, ORAL, EXPRESS, IMPLIED (INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) OR OTHERWISE, SHALL APPLY. UNLESS OTHERWISE PROVIDED IN BUYER'S AGREEMENT OR ACKNOWLEDGEMENT, ANY SPECIFICATIONS ATTACHED TO OR FURNISHED WITH GOODS SOLD UNDER THE BUYER'S AGREEMENT ARE DESCRIPTIVE AND ARE NOT INTENDED AS WARRANTIES.; 7.9 LIMITATION OF USE. The equipment shall not be used in any fashion other than as set forth in the Buyer's Order. IF BUYER FAILS TO COMPLY WITH THE PRECEDING SENTENCE, THE SELLER DISCLAIMS ALL LIABILITY OF EVERY KIND, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, ARISING OUT OF SUCH USE, AND, IN ADDITION, BUYER SHALL INDEMNIFY AND HOLD HARMLESS SELLER FOR ANY LIABILITY, LOSS OR DAMAGE OF ANY NATURE WHATSOEVER ARISING OUT OF SUCH USE.
8. Liability:: 8.1 All warranties (other than the Warranty contained in clause 8 of these terms and conditions), descriptions, representations, or conditions, whether implied by law, trade custom, or otherwise are, and all other liability of POSmatic, whether in tort (including negligence), contract, or otherwise is expressly excluded to the fullest extent permitted by law.; 8.2 Products sold under these terms with respect to which losses or damages are claimed. In no event will POSmatic be liable for any loss of use, loss of time, inconvenience, commercial loss, lost profits or savings, or other incidental or consequential damages to the full extent such may be disclaimed by law. No action will be brought for any breach of this Agreement more than one year after the accrual of such cause of action. Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to Buyer.; 8.3 While POSmatic makes every effort to ensure the accuracy of any advice, recommendations, information or assistance ("Advice"), POSmatic does not accept any liability and Buyer hereby indemnifies POSmatic in respect of the Advice.; 8.4 POSmatic expressly disclaims responsibility for any third party vendor's equipment quality, equipment compatibility, or failure to integrate. The warranties stated herein specifically and solely cover POSmatic products.
9. No License/Patent Rights: 9.1 The sale of the equipment and software does not convey any license or right to Buyer (whether expressly, by implication, estoppel or otherwise), and Buyer is therefore not entitled to manufacture, assemble, copy, reproduce, or imitate the equipment and software or any of its components or the designs thereof.; 9.2 Buyer's purchase does not convey by implication or otherwise any licenses under any patent, domestic or foreign. POSmatic makes no representation or warranty that the use of any material, equipment, or technical information furnished hereunder will not infringe any patent, trademark, copyright, trade secret, or other proprietary interests of any third party, and it shall be the Buyer's sole responsibility to make such determination as is necessary with respect to other rights of third parties. POSmatic shall not be held to any liability with respect to any claim made by any third party on account of, or arising from the use of such material, equipment, or technical information.
10. Assignment:: Buyer may not assign or transfer the Agreement without POSmatic's prior consent.
11. Invalidity:: Any term or condition of the Agreement which is deemed to be void or unenforceable will be severed from these terms and conditions without in any way invalidating the remainder of these terms and conditions.
12. Amendment:: The Agreement may not be modified except by writing signed by both Buyer and POSmatic.
13. Survivability:: All enduring clauses of this agreement are deemed to apply from the acceptance of the Agreement, and will continue to apply after expiration of the warranty period contained in clause 7 of these terms and conditions.
14. Entire Agreement:: The Agreement contains the entire agreement of the parties. All previous agreements, arrangements, or understandings are deemed to be cancelled by mutual consent.

USERS LICENSE AGREEMENT

IMPORTANT NOTICE: Read this License Agreement carefully before using this Software. BY USING THIS SOFTWARE IN ANY WAY YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THIS SOFTWARE IN ANY WAY, AND PROMPTLY RETURN IT OR DELETE ANY COPIES OF THIS SOFTWARE IN YOUR POSSESSION.
LICENSE GRANT: POSmatic, Inc. ("Onsight ™") grants you a non-exclusive license to use this software, and any associated documentation ("The Software"), as indicated herein. If you have purchased a Single User License, one copy of the Software may be installed and used, for internal use only, on a single computer. The Software is in "use" on a single computer when it has been loaded into temporary memory (i.e. RAM) or installed into permanent memory (hard disk or other device) of that computer. If you have purchased a Multiple User License (you specified several copies of the software when you purchased it), the Software may be installed and used, for internal purposes only, on the number of computers authorized at the time of purchase. You MAY: (a) redistribute compiled documents for commercial purpose; (b) make a copy of the software for archival purpose only.
RESTRICTIONS: You MAY NOT: (a) copy and distribute the Software or any portion of it; (b) sublicense, lease, rent, or transfer this Software to another; (c) cause or permit reverse engineering, disassembly, decompilation or alteration of this Software; (d) remove any product identification, copyright notices, or other notices or proprietary restrictions from this Software; (e) copy the documentation accompanying the software.
TERM: This License is effective until terminated. You may terminate it at any time by destroying the Software, together with all copies thereof. This License will also terminate if you fail to comply with any term or condition of this Agreement. Upon such termination, you agree to destroy the Software, together with all copies thereof.
COPYRIGHT/OWNERSHIP: This Software and its source code are proprietary products of POSmatic, Inc. and are protected by copyright and other intellectual property laws. The Software is licensed and not sold. You acquire only the right to use the Software and do not acquire any rights, express or implied, in the Software other than those specified in this License.
DISCLAIMER OF WARRANTIES: The Software is supplied "AS IS". POSmatic, Inc. disclaims all warranties, expressed or implied, including, without limitation, the warranties of merchantability and of fitness for any purpose. The user must assume the entire risk of using the Software.
DISCLAIMER OF DAMAGES: POSmatic, Inc. assumes no liability for damages, direct or consequential, which may result from the use of the Software, even if POSmatic, Inc. has been advised of the possibility of such damages. Any liability of the seller will be limited to refund the purchase price.