MCPc, Inc. Policies and Procedures

These Terms and Conditions (“Terms and Conditions”) shall apply to all transactions between MCPc, Inc., an Ohio corporation (“MCPc”) and the purchaser (“you” or “Buyer”) relating to all products (“Products”) and services (“Services”) supplied to you.

1. Payment. All invoices (each an “Invoice”) for Products and Services are due and payable as stated on the invoice. Account balances not paid within payment terms shall be subject to a finance charge of 1½% per month until paid in full (or such lower rate as may be the maximum permitted by law), together with MCPc’s cost of collection (including reasonable attorney’s fees). Payments received may be applied by MCPc against any obligation owed by you to MCPc. MCPc may refuse or delay shipping Products and/or suspend performing any Services, if you fail to pay timely all amounts owed to MCPc hereunder. Prices do not include and you shall pay all sales, use, services, excise, value-added, tariffs, duties or similar taxes or charges unless you provide MCPc with valid tax exemption certificates. If any such certificate is held invalid or if the sale is otherwise found to be taxable, you will promptly pay to MCPc any taxes found due but not collected.

2. Shipping. Products are shipped F.O.B. point of origin. Title to and risk of loss shall pass upon delivery of Products to carrier. Unless stated otherwise, you shall pay all freight, handling, delivery, special packing and insurance charges for shipments of Products. Choice of carrier and shipping method and route shall be at the election of MCPc. MCPc shall have the right to deliver all Products covered hereby at one time or in partial shipments from time to time, within the agreed time for delivery.

3. Acceptance. Upon receipt of Products, you will inspect and/or test the Products. The Products shall be deemed accepted unless you provide MCPc, within 10 days of delivery date, notice specifying all defects or discrepancies in the quality or quantity of Products and a request for an RMA (defined below). All Services shall be deemed as accepted upon the performance thereof, unless you provide MCPc, within 10 days of performance, a written notice specifying all defects or discrepancies in the quality of such Services.

4. Services. If any Services are performed at Buyer’s location, you shall provide appropriate computer hardware, software and communications resources, system and user documentation, office space, telephone service, copying, and general office supplies and support as necessary to perform the Services. You acknowledge that MCPc’s performance of Services is dependent on your timely and effective performance of your responsibilities and your timely decisions and approvals. MCPc shall, in its sole discretion, determine the assignment of its personnel for providing the Services. You shall not, during the performance of the Services and for a period of twelve (12) months following termination of the Services, solicit the employment of, employ or contract with MCPc personnel with whom Buyer has had contact under this Agreement. If you breach this paragraph, you will pay as liquidated damages, and not as a penalty, the sum equal to twenty-five percent (25%) of the employee’s annual salary with MCPc. If MCPc waives this restriction, you will reimburse MCPc’s costs of external recruitment, training and lost revenues.

5. Warranty. You acknowledge that MCPc acts as a third party distributor of certain Products and that the manufacturer of such Products (“Manufacturer”) is solely and directly responsible to you, MCPc and third parties for all defects, breaches, liability, claims, damages, obligations, and costs and expenses related to such Products, whether legal or equitable (“Claims”). You agree to look solely to the Manufacturer of Products for all Claims whether arising from breaches of the Manufacturer’s warranty or otherwise and for any maintenance, support, repair or replacement or other remedy with respect to the Products. MCPc transfers to you any transferable warranty made to MCPc by the Manufacturer of the Products to the extent transferable and permitted by law. MCPC MAKES NO REPRESENTATION, COVENANT OR WARRANTY WITH RESPECT TO THE EXTENT OR ENFORCEABILITY OF THE MANUFACTURER’S WARRANTY OR INDEMNITY. MCPc does not warrant results or achievements of Services and MCPc is not responsible for the work or activity of any non-MCPc employed personnel. MCPC MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCTS OR SERVICES. MCPc DISCLAIMS ANY WARRANTY WITH RESPECT TO THE MERCHANTABILITY OF THE PRODUCTS OR SERVICES OR THE FITNESS OF THE PRODUCTS FOR ANY PARTICULAR PURPOSE OR USE OF CLIENT AS WELL AS ANY EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS ARISING THROUGH THE USE BY MCPc OF ANY SAMPLES OR DEMONSTRATIONS, ANY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.

6. Remedy. MCPc shall have no liability of any kind for an alleged breach of any warranty if: (i) any software or other Product provided by MCPc has been modified by you or any third party, unless authorized by MCPc in writing; (ii) the computer equipment or other Products on which MCPc installed any software or other Products has been changed, unless authorized by MCPc in writing; (iii) the computer equipment supplied by you does not have sufficient capacity, is not in good operating order or is not installed in a suitable operating environment; (iv) the alleged breach was caused by you or your agents or other third party; (v) you fail to promptly notify MCPc of the alleged breach after discovery thereof; or (vi) you have breached any of your obligations hereunder. Buyer’s sole and exclusive remedy for breach of any warranty or representation for which MCPc is responsible shall be, at MCPc’s option, either (i) to re-perform the Services at MCPc’s cost, or (ii) to refund the cost relating to any non-conforming Services. No repair, replacement or re-performance shall extend any warranty period.

7. Limitation of liability. IN NO EVENT SHALL MCPc BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT EVEN IF MCPc HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL MCPc’s LIABILITY (WHETHER UNDER THE THEORIES OF BREACH OF CONTRACT, TORT LIABILITY, MISREPRESENTATION, FRAUD, WARRANTY, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER THEORY OF LAW) EXCEED THE FEES RECEIVED BY MCPc UNDER THIS INVOICE.

8. Documents. NOTWITHSTANDING ANY DIFFERENT OR ADDITIONAL TERMS OR CONDITIONS (“BUYER’S TERMS”) CONTAINED IN BUYER’S PURCHASE ORDER OR OTHER COMMUNICATION RELATING TO PRODUCTS OR SERVICES (“BUYER’S PO”), MCPC ACCEPTS BUYER’S PO ONLY ON THE CONDITION THAT BUYER EXPRESSLY ACCEPTS AND ASSENTS TO THE TERMS AND CONDITIONS CONTAINED HEREIN. IN THE ABSENCE OF BUYER’S ACCEPTANCE HEREOF, MCPC’S COMMENCEMENT OF SERVICES OR DELIVERY OF PRODUCTS SHALL NOT BE CONSTRUED AS MCPC’S ACCEPTANCE OF ANY OF BUYER’S TERMS. ANY CONFIRMATION BY BUYER SHALL OPERATE AS AN ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS INVOICE, REGARDLESS OF THE PRESENCE OR ABSENCE OF ANY BUYER’S TERMS WHICH MCPC HEREBY OBJECTS TO AND REJECTS. ANY NOTICE BY BUYER OBJECTING TO THESE TERMS MUST BE IN A WRITING SEPARATE FROM ANY FORM PURCHASE ORDER, MUST SPECIFICALLY REFERENCE BY NUMBER AND SENTENCE THE TERM(S) OBJECTED TO, AND MUST BE SIGNED BY A REPRESENTATIVE OF BUYER CAPABLE OF LEGALLY BINDING BUYER. MCPC’S FAILURE TO OBJECT SPECIFICALLY TO PROVISIONS CONTAINED IN ANY COMMUNICATION FROM BUYER SHALL NOT BE DEEMED A WAIVER OF THE PROVISIONS CONTAINED IN THIS INVOICE.

9. Returns. You may only return Products in accordance with the Manufacturer’s return policy and/or with a valid Return Material Authorization number (“RMA”) from MCPc’s Returns Department. To request an RMA, contact the MCPc Returns Department at returns@MCPc.com, by phone at 866-291-7867 or by fax at 440-876-1958 or 440-876-1962. Products not returnable under a Manufacturer’s return policy or which are customized for you, are non-returnable. Products returned without an RMA or beyond the RMA return period (generally 14 days) may be refused and no credit may be issued therefore. If MCPc accepts your RMA request, MCPc will notify you of the returns process (generally by e-mail) and may issue Authorized Return Service Labels (generally by e-mail or regular mail) to facilitate the return. MCPc will generally inspect and process your return within 10 days of receipt thereof, and reserves the right to cancel the return upon inspection. Return Products must be shipped prepaid by you. MCPc may cover return shipping expenses if, in MCPc’s sole discretion, MCPc determines the return is due to MCPc’s error. If MCPc elects to exchange, repair or replace a returned Product, MCPc will match your return shipping priority. MCPc is not responsible for any claim due to shipping damage. You should pursue shipping damage claims with the carrier directly. MCPc may assist you in handling shipping damage claims with the carrier if you notify MCPc of such damage within 10 days of receipt of the damaged Product. Supply items: depending upon Manufacturer terms, certain sealed supply Products may be returned up to 90 days from delivery, and certain defective supply Products may be returned up to 30 days from delivery. See Manufacturer terms and www.mcpc.com for applicability. All credit invoices expire 180 days from the date of issuance.

10. Cancellation. You may not cancel a purchase order without MCPc’s prior written consent. For any purchase order so cancelled, you will be responsible for, and will pay to MCPc: (i) any expenses incurred by MCPc in modifying, adapting or creating any special order Products; (ii) in MCPc’s sole discretion, a restocking fee and reasonable cancellation charges (in an amount not less than 15% of the cancelled order); and (iii) any extra costs incurred by MCPc to meet your request for cancellation.

11. Force Majeure. Neither party shall be liable for any delay or failure in delivery or performance, other than the payment of money, due to causes beyond its reasonable control, which causes shall include, without limitation, force majeure, acts of God, acts of civil or military authorities, fire, strikes, power surges or outages, epidemics, flood, natural disasters, riot, war, delays in transportation or inability to obtain necessary labor, materials or supplies. In the event of any delay, the set date(s) of delivery and performance, if any, shall be extended for a reasonable period, or, at MCPc’s option, cancelled.

12. Miscellaneous. If any term or provision herein is found by a court of competent jurisdiction to be illegal, invalid or otherwise unenforceable, such term or provision shall not affect the other terms or provisions hereof, but such term or provision shall be deemed modified to the extent necessary in the court’s opinion to render such term or provision enforceable, and the rights and obligations of the Parties shall be construed and enforced accordingly, preserving to the fullest permissible extent the intent and the agreements of the Parties. All transactions between MCPc and you shall be governed exclusively by the laws of the State of Ohio without application of its conflict of laws principles. Any suit relating to such transactions shall be instituted exclusively in any state or federal court in Cuyahoga County, Ohio, and the Parties submit to the exclusive jurisdiction of any such court. Each Party is an independent contractor and the Parties shall not have the authority to bind, represent or commit the other. MCPc may use Buyer’s name in its resumes or its client list. Nothing in this Agreement shall be deemed or construed to create a joint venture, partnership or agency relationship between the Parties for any purpose. The waiver by MCPc of any breach or default herein shall not be deemed to be a waiver of any later breach or default of the same nature or of any other breach or default. The exercise or failure to exercise any remedy shall not preclude the exercise of that remedy at another time or of any other remedy at any time. The terms relating to sections 1, 2, 4-7 and 9-11 shall survive termination of Buyer’s relationship with MCPc for any reason.