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drder Form and Purchase Agreement FutureTouch Technology
<br />17301 Edwards Road
<br />Cerritos, CA 90703
<br />FutUreiouch
<br />o Norix..
<br />Bryce Agnew 775-291-2711 cell
<br />562-366-8766 main
<br />562-366-8887 fax
<br />Standard Terms
<br />1. Pmrtvse to Pay: Customer agrees to pay FutureTouch far all purchases and charges subject to Uis Agreement according fo FutureTouch payment terms. H payment is not received
<br />when tlue, a late charge will be assesse0 on the tlay after the due dale and continuing each tlay aHer until the amounts tlue are paid in full. The late charge will he the lesser of (a)
<br />maximum artwunt perrri[tetl by law or (b) 1.75% per month of the balance tlue. Fu1preT000h reserves a purchase rtaney security interest in all pmtlucts purchasetl to secure
<br />payment. Customer agrees fo pay FutureTouch casts for colleNOn, indutling reasonable attorney's fees antl expenses. FutureTouch has Ue right la exercise all rights and remetlies
<br />accorded to us by law to collect payment of artaunls due including retaining antl/or repossessing all goods purchasetl on this Agreement antl rlherwise foreclose and enforce our
<br />Security Interest.
<br />2. Payment Schedules: Payment schetlules are subject to Customer credit approval. Items will be billed as spedfed in the Payment Schedule. Pricing does not include any sales tax,
<br />use Ux, or any other such fees antl charges unless spedfically statetl. Customer agrees to pay any such gpvemmenl-Imposed fees, regartlless of when the fees are imposetl. Project
<br />sUrt retainer is due prior to protect start antl is nonaefundable.
<br />3. Assignment of Payments: FutureTouch reserves the option to assign project payments to a (financing entity. Such assignment is for purposes of financing onty and does not indutle
<br />assignment of work. Customer agrees to cooperate with the financing entity in a timely manner by signing assignment paperwork antl other items Uat rrey be needed to wmplete the
<br />project financing. Customer agrees to cortply wiU payment requirements of the fnandal inslltution.
<br />4. Compliance Exclusions: Pricing tloes not include compliance wiU regulations or slantlartls imposetl by govemmenl agendes or standards organizations except Uose specifplly
<br />idenfifletl by FutureTouch. No other compliance is representetl ar implietl. Intlividual components may comply with relevant requirements as tlelertninetl and conductetl by the
<br />manufacNrer of the component. Compliance with regulations, incNding but not limited to FCC and UL, as may be tlesiretl or required by Customer will be pertgrmetl al extra cost.
<br />5. Customer Acceptance Obligation: Customer shall have Ue right to monitor the perforrrence of services, antl within 30 business days after tlelivery, Customer must give notice to
<br />FutureTouch of any claim of defcienoes, antl Customer must specify the basis of the claim in tlelail. The failure of Customer to cortply wiU Uese contlilions shall conslfitute
<br />irrevocable acceptance of the services by Customer.
<br />6. Return Policy: All ortlers placed are foal.
<br />7. Jurisdiction: Iha Uniform Commercial Cotle as enactetl by the Stale of California shall govern This Agreement, antl all rights antl obligations of the parties.
<br />8. Termination Rights: FutureTouch may lerrtinate Uis Agreement in the even) of any failure on the part of the Customer to pay fees tlue FutureTOUrh. In Ue event of lerrtination, all
<br />fees tlue untler this Agreement shall become tlue and payable immetliately antl without notice or tlerrend by FutureTouch and all obligations of FutureTouch under this Agreement
<br />shall immetliately entl. if the Customer terminates this agreement, FutureTouch will be allowetl to collect reasonable prgec[ doseout costs.
<br />9. Waranly DisGaimec FutureTouch tlistlaims all implied warranties of me¢hanlabillty or fitness far a particular purpose antl all other warranties o(any nature except those expressly
<br />statetl herein.
<br />10. Limited Liability: With regartl to the services performed by FutureTouch pursuant to the terms of the Agreement, FutureTouch shalt not be liable to Customer, or anyone who may
<br />daim any right tlue to his or her relationship with Customer, for any acts or omissions in the performance of saitl services on the part of FutureTouch or on the part of the agents or
<br />employees of FuWreTOUCh, except with said acts or omissions of FutureTouch are due to willful misconduct. Customer shall holtl the Company free and harmless from any
<br />obligations, costs, claims, jutlgrrenfs, attorneys fees, antl attachments arising frem or growing out of Ue services renderetl to the Customer pursuant to the terms of this Agreement
<br />w in any way connectetl with the rendering of said services, except when same shall arise due to the willful misconduct as tleterrtunetl through the Dispute ResoNbon Procedure. Any
<br />liability imposed on FutureTouch is strictly limited to the amount paid by the Customer for Ue work performetl. FutureTouch shall not be liable for any incidental or consequential
<br />tlamages.
<br />11. Partitioning: If any provision of this Agreement is fountl invalid or unenforceable under judidal decree or tlecision, the remaintler shall remain valid antl enforceable accoNing fo its
<br />terms. Wilhpul limiting the previous, it is expressly untlerslood and agreetl that each and every provision of Uis Agreement that provitles far a limitation of liability, tlisdaimer of
<br />warranties, or exclusion of tlamages is intendetl by the parties to be seversble and indepentlent of any other provision antl to be enforcetl as such. Further, it is expressly understootl
<br />antl agreetl that if any remedy under Ihrs agreement is determinetl to have failed pf its essential purpose; all other limilabons rf liability antl exclusion of tlamages set forth in this
<br />section shall rerrein in full force antl eHecl. Further, shoultl one or rtrore of the provisions of this Agreement be adjudged invalid by a court of competent juristlic(ion, such
<br />determination shall have no eRecl whatsoever an the amount oramounts of compensation to be paid Ip the Company pursuant to the lerrts of this Agreement.
<br />12. Attorney Fees: I( either party is required to retain the services of an attorney to enforce or otherwise litigate or tle(end any matter or claim arising out of or in connection with this
<br />Agreement, then Ue prevailing party shall be enlfibetl to recover from the other party, in addition ro any other rebel awarded or grantetl. its reasonable costs and expenses pndutling
<br />attorneys'fees).
<br />13. Notices: All notices, demands or consents requiretl or permitletl under this Agreement shall be in writing and shall be consitlered given: (i) when delivered personally; or (ii) when
<br />deliveretl by U.S. Mail with atlenowletlgment of receipt or by any commercial courier proNtling equivalent adenowletlgment of receipt.
<br />14. Publicity: Customer grents permission to FpfpreTDUCh to publicize Ue relationship creafetl herein in apprapdale professional methods including a press release and recognition in
<br />marketing rtalerials and the FutureTouch websile.
<br />75. Term: This Agreement terminates upon completion of work activities quotetl above antl receipt of foal payment by Customer.
<br />16. Respective Responsibilities: FutureTouch (Company) personnel or contract personnel will pertorm all labor services as deemed appropriate by FutureTouch. FutureTouch is solely
<br />responsible far seledicn and assignment of personnel to a prged.
<br />17. Independent Conlredor: Nothing in [his Agreement will be tleemetl to plate the parties in the relationship of employer! ertployee, partners, orjpint ventures. Neither party shall have
<br />any right to obligate or bind the other in any manner. Each party agrees and ad<nowletlges that it shall not holtl itself out as an aulhorizetl agent vdth the power to bintl the other
<br />party in any rtnner. Each party will be responsible far any withholding loxes, payroll taxes, tlisabilily insurance payments, unemployment taxes, and other sirrilar faxes or charges
<br />with respect to its adrvilies in relation to perfprrrence of its obligations untler Uis agreement.
<br />18. No Partnership: A partnership relationship is not created by This Agreement.
<br />19. Proprietary Information: Each party acknowletlges That it may be furnished wiU or may otherwise receive or have access to iniormalion or material wh¢h relates Im past, present or
<br />future products, software, research tlevelopmenl, inventions, pmresses, techniques, designs or technical infpmtation and data, rtarke[ing plans, and so an, (the "Proprietary
<br />Information"). Each party agrees to preserve and protect Ue conftlentiality of the Proprietary Informalimn, whether tlisdosetl to Ue other party before This Agreement is signed or
<br />aftenvartl. In atltlition, a party shall no[ disclose or tlissemnale the Proprietary Information for its awn beneft or for the benefit of any thirtl party. The previously stated obligations tlo
<br />not apply to any infortna4on which (1) is publicly known; (2) is given [o a party by someone else who is not obligated to maintain confidentiality; w 13) a party had alreatly developetl
<br />prior to the day this Agreement is signed, as evitlencetl by tlocuments. Neither party shall take or cause to be taken any physical forrtS Of Proprietary Information (nor make copies of
<br />same)wrthout the other party's written percussion. Within three (3) days after the termination of this Agreement (or any other Ume al the other partys requesp, a party shall return to
<br />the other party all copies of Proprietary Information in tangible form. Despite any other provisions of this Agreement, the requirements of this Section shall survive termination of this
<br />Agreement.
<br />20. Entire Agreemen The parties acknowledge That [his greemenf expresses their entire underst ding antl Agreement, antl That (here are n warranties, representations, covenants
<br />or untlerslandings de by efiNer pally to Ue other a pl such as ate expressly set forth in t Agreement. The parties further acknowl ge that This Agreement supersedes.
<br />lermnates and plhe se renders null antl voitl any and a rior Agreements, whether written or om enleretl into between the Customer and Fu eTOUCh with respect to the matters
<br />expressly set forth int Agreement.
<br />Terms for Hardware, Cabinets, and Third Party Software
<br />1. Cabinets antl cabinet components manufactured of supplietl by FutureTouch are wartanted from manufacturing defects fora pedatl of 90 tlays commencing on the date of shipment.
<br />During the warranty period, Customer is responsible far returning defective iterts to FutureTouch al Customer expense. FutureTouch will repair or replace, al FutureTouch option,
<br />retumetl ilerts within 30 tlays of receipt a[ FutureTouch expense including return shipping.
<br />2. Computer components and peripheral devices supplietl by FutureTOUrh are provided vnlh the pnq~nal equipment manufacturer's waranty passetl Through to Customer-
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