Terms and Conditions

1) Proposals

Proposals on equipment, materials, service labor items as well as service rates supplied by Intermedia Group Inc. (IGI) are subject to change. The cost associated with the use of additional equipment, materials, labor hours used or incurred in excess of the proposed amount, are the sole responsibility of the customer. Invoices will reflect additional costs if they are to be incurred by the customer.

Labor only estimates provided by Intermedia Group Inc are meant to provide customer with a general estimate of the time. Intermedia Group Inc is not to be held responsible for any factors that influence the actual time required to implement a product or service. In the event that time in excess of the estimated time is required to complete a project or provide a service, customer will be billed for additional time at the applicable service rate.

Intermedia Group Inc. may receive incentive payments from Dell related to the sale of workstation systems with Microsoft Office pre-installed.

Intermedia Group Inc. will notify customer of a change in pricing verbally, or otherwise; notification of such change can be made at any point during the project.

2) Delivery

IGI will make reasonable efforts to meet customer’s delivery requirements. If IGI is unable to meet customer’s requirements, IGI will seek alternative delivery arrangements. In the absence of such alternative delivery arrangements, the customer’s sole remedy is to cancel the order.

3) Payment

Unless otherwise stated, the payment terms specified on IGI proposals shall govern the purchase transaction. The buyer will notify IGI of any invoice dispute within 15 days after receipt thereof. Failure of buyer to provide such notice will constitute complete acceptance of the invoice.

In the event of delinquent invoices, all current payments will be first progressively applied to unpaid invoices until account is current. If any invoice is delinquent by more than 15 days, IGI will have the right to suspended any service and add a finance charge of 5% to the outstand balance. All fees incurred by IGI during a collection proceeding shall be paid by the buyer.

4) Rights and Ownership

IGI proposals shall govern the purchase transaction unless otherwise stated. Full payment grants the buyer all rights and ownership of products and services purchased up to and including operational code sets of completed development projects. In the event of delinquent or unpaid invoices, Intermedia Group Inc. reserves all rights and ownership of products and services delivered up to and including operational code sets of completed development projects. IGI will have the right to suspended any service and collect any products that remain unpaid as well as add a finance charge of 5% to the outstand balance. All fees incurred by IGI during a suspension and collection process shall be charged to the buyers account and become part of the collections process.

5) Warranty

Products that are delivered and installed by IGI are warranted by IGI for a period of 30 days or the original manufacturer’s warranty, whichever is greater. Software developed by IGI is warranted not to fail to execute its programming instructions due to defects in materials and workmanship when properly installed and used on the device designated by IGI. IGI does not warrant that software will operate in hardware and software combinations selected by customer, or meet requirements specified by customer. IGI does not warrant that the operation of products will be uninterrupted or error free. Warranty claims must be electronically received or received in writing by IGI within 5 days from each specific claim occurrence.

The above warranties do not apply to defects resulting from:

• Improper or inadequate maintenance by customer
• Customer or third party supplied software, interfacing or supplies
• Unauthorized modification
• Improper use or operation outside the specifications of the product
• Abuse, negligence, accident, loss or damage in transit
• Improper site preparation
• Unauthorized maintenance or repair

THE ABOVE WARRANTIES ARE EXCLUSIVE AND NO OTHER WARRANTY, WHETHER WRITTENOR ORAL, IS EXPRESSED OR IMPLIED. TO THE EXTEND PERMITTED BY LAW, IGI SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABLITY, FITNESS FOR A PARTICUSLR PURPOSE, TITLE AND NONINFRAINGEMENT.

6) Indemnification

The buyer agrees to comply with all laws and regulations governing the use and application IGI’s products and services. IGI shall not be liable for any incidental or consequential damages, losses or expenses directly or indirectly arising from the sale, illegal use or application of IGI products or services including, but not limited to, failure to comply with all laws and regulations governing privacy, the internet, general and bulk e-mail, web hosting and other IT activities. In any event, IGI’s liability hereunder is expressly limited to the repair or replacement (at IGI’s option) of non- conforming goods or services at IGI’s election or to the repayment or crediting of buyer with the original purchase price of such goods or services.

7) General

The parties hereby agree that they may do business electronically, including contract formation, order placement, acceptance and other business arrangements and documents. Any such arrangements or documents may be signed in counterpart and will create fully enforceable obligations that will be subject to the terms and conditions hereof.

These IGI terms and conditions constitute the entire agreement between IGI and the customer, and supersedes any previous communications, representations or agreements between the parties, whether oral or written. Customer’s additional or different terms and conditions do not apply.