Terms and Conditions Controlling. These Terms and Conditions of Sale (“Terms and Conditions”) set forth the exclusive terms and conditions governing your purchase of software, computer hardware, peripherals or services (“Products”) from Sunrise. Pursuant to the Sales Agreement / Acknowledgment (“Agreement”). Neither these Terms and Conditions, nor any term or condition herein, may be amended, terminated, modified, rescinded or waived except by a writing signed by a duly authorized officer of Sunrise. All computer hardware, peripheral configurations, installations, any 3rd party product or service (non- Sunrise item), and/or networking issues are solely your own responsibility unless specified in writing on a Sunrise Invoice. Price and Terms of Payment. Payments should be made in U. S. Dollars only. Any tax, fee, duty, assessment, or other charges imposed or collected by any governmental or taxing authority on or measured by this transaction between you and Sunrise shall be paid by you. If Sunrise is required to pay any such tax, fee, duty, assessment or other charges, you shall reimburse Sunrise therefore; or, in lieu of such payment, you shall provide Sunrise at the time of payment with an exemption certificate or other similar document acceptable to the authority imposing such tax, fee, duty, assessment or charge. If a credit card given by any customer declines, Sunrise reserves the right to default the charge to any previous credit card that is held “on-file” in association with the account. A processing decline and administrative fee may apply. Sunrise requires a minimum deposit of 50% on all orders and the remaining balance to be paid upon installation. Sunrise will not release software or validation codes until the final invoice balance is paid. Sunrise can not schedule any “services” until the initial deposit is received in our office and is cleared by accounting. Please see the operational procedures for any additional information .Shipments. Partial shipment and/or transshipment shall be permitted. In case of failure of performance by you hereunder, Sunrise may defer further shipments, or at its option, cancel the Agreement as to any of the Products which have not been shipped or delivered and any losses, liabilities, costs or expenses resulting from such deferral or cancellation shall be for your account. Risk of Loss, Damage or Delay: All Sunrise shipments are made as free-on-board (“FOB”) Santa Ana, CA as per, (a) Sunrise shall not be liable for delay of or failure to make shipment or delivery for any cause beyond its reasonable control affecting Sunrise or any other person (whether known or unknown to you) involved in the sale, manufacturing, supply, shipment or delivery of the Products; and (b) Title and risk of loss of the Products shall pass from Sunrise to you at time and place of delivery, or to you, or to a carrier for transportation to you, whichever occurs first. Sunrise will not be responsible for in-transit damages or losses; consequently, all such claims shall be made by you directly to the carrier. Acceptance and Return Policy. (A) Software: You shall immediately inspect all software upon receipt. The software shall be deemed fully inspected and irrevocably accepted by you if you have met either of these two conditions: (1) You have obtained a “Registration Validation” code; (2) Not returned the software package within thirty (30) days from the date of delivery. Once the software is irrevocably accepted, you cannot return or exchange the software for any reason, including without limitation, any claim that the software does not conform to any specifications or representations made by Sunrise and / or Software Developer. All 3rd party software, such as PcAnywhere and PC Charge, carry licenses from the original manufacturer of those software, and shipped from Sunrise Surveillance as “NCNR” (Non-returnable/Non-refundable) items; for a defective NCNR product (such as, a 3rd party software disc), you must contact the manufacturer of the NCNR product to arrange an exchange for the defective product. If your purchase included an Annual Benefits Package (“ABP”), Sunrise Surveillance will replace the defective CD containing software only, within the period of your coverage. Annual support and preventative maintenance contracts will auto-renew once the allotted time has been used or 24 hours prior to expiration date. Upon renewal, Sunrise is authorized to charge the credit card that is on file unless end user submits a request in writing 30 days prior to renewal. (B) Computer Hardware and Peripherals: You acknowledge that Sunrise has purchased the computer hardware and peripherals from another party (an “Original Seller” or an “Original Equipment Manufacturer” – “OEM”) for purposes of resale to you. All computer hardware and peripherals are under the Original Seller’s or the OEM warranty, if any. Sunrise is not responsible to make any arrangements for a repair to any computer hardware or peripherals. All sales of hardware/peripherals are final and any payments made to Sunrise for hardware/peripherals are non-refundable. If a Return Merchandise Authorization (RMA) is offered by the Original Seller, or the OEM, for any hardware or a peripheral device that you purchased through Sunrise you may directly contact the Original Seller or OEM to arrange for the RMA. Based upon the Original Seller’s policy, as a courtesy or for a fee (but not as an obligation), Sunrise may choose to arrange an RMA for a certain peripheral; if so, the RMA will be issued in accordance with the Original Seller’s RMA policy and without the burden of responsibility on Sunrise for its repair, refund, or exchange. Furthermore, you acknowledge that all RMA follow-ups, returns or exchange dates, and shipping and handling charges will still be your responsibility. Regardless of the Original Seller’s RMA policy, Sunrise will be under no obligation to respond to a RMA request for a peripheral; and upon its sole discretion, may direct you to deal with the Original Seller (or OEM) to resolve your issue. Returned merchandise must be in the original packaging, with all users’ manuals, warranty cards, and in a sellable condition. All RMA’s are subject to 25% restocking fee plus shipping and handling charges if the equipment is found to be damaged by the “end user”. If the merchandise is in non-sellable condition, or missing components or original packaging, if accepted, will be subject to more than 25% fee if accepted at all. (c) Services: All sales of Sunrise service items (including but not limited to Customization, Installation, Data Conversion, Training, etc.) are final. Payments made for services are non-refundable unless a reimbursement policy is agreed upon by “both parties. You, and not Sunrise are solely responsible to ensure warranties and compatibility of all 3rd-party products; no refunds will be made for a 3rd party service or a product incompatibility. WARRANTY AND NO-WARRANTY DISCLAIMER: Sunrise is not required to provide any maintenance or support for the products under the Agreement, unless you have purchased a “Support Contract”. All Software Annual Benefits Package Service(s) will be provided through software developer directly (if purchased). Sunrise does not warrant that the products will meet your requirements or that their operation will be uninterrupted or error free. Sunrise does not warranty any existing equipment. Should the products prove defective following their purchase, you and not Sunrise assume the entire cost of all necessary servicing or repairs. Sunrise Surveillance expressly disclaims all other warranties, express or implied, including without limitation, any implied warranty of title, non-infringement, fitness for a particular purpose and merchantability and any warranties arising from a course of dealing, usage, or trade practice in connection with the products or the agreement. You acknowledge and agree that you are relying on no warranties by Sunrise other than those that have been expressly declared in this Agreement. More information on the services covered is available in the Sunrise Annual Support Contract if applicable. LIMITATION OF LIABILITY: Sunrise only liability and responsibility, and your exclusive remedy, with respect to the products (or any parts thereof) will be as set out above. You agree that Sunrise shall have no other liability of any kind, and expressly agree that Sunrise Surveillance will not be liable for indirect, special, incidental, consequential, punitive or exemplary damages, or lost profits, or loss of use of or interruption of business, regardless of the form of action or theory of liability (including, without limitation, actions in contract, warranty, negligence, misrepresentation, or products liability, or form any breach of the agreement) resulting from any defect in, or use of, the products or any parts thereof (even if you have advised Sunrise of the possibility of such damages). Notwithstanding the foregoing, in no event shall the total liability of Sunrise for claims of any kind arising out of or related in any way to the agreement exceed the price paid to Sunrise that is allocable to the products, which give rise to such claim.(a) Assignment: The Agreement or any of the rights and duties there under, shall not be assigned by you without Sunrise written consent. Subject to the foregoing, the Agreement shall inure to the benefit of the parties’ successors and assigns. (b) Severability: Should any provision of the Agreement, these Terms and Conditions, or any provision of any contract resulting there from, be determined by a court of competent jurisdiction to be invalid, such shall in no way affect the validity or enforceability of any other provision hereof. (c) Applicable Law: The validity, construction, and performance of the Agreement are governed by the laws of the State of California, without regard to principles of conflicts of law. The parties agree that the Agreement is not subject to and shall not be interpreted by the United Nations Convention on Contracts for the International Sale of Goods. If any provision of the Agreement shall be determined to be invalid or unenforceable, the remaining provisions of the Agreement shall remain in full force and effect. (d) Dispute Resolution: Any dispute or claim arising out of or relating to the Agreement or breach thereof, or the relationship between you and Sunrise shall be settled exclusively by binding arbitration in Orange County, California, in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect. The arbitrator shall have the power to determine his or her own jurisdiction. Any award entered by the arbitrator will be final, binding and non-appeal able; judgment may be entered in accordance with an applicable law by any court of competent jurisdiction. This arbitration provision will be specifically enforceable. The arbitrator will not have the power to award equitable relief or punitive or exemplary damages.