MoreDirect Terms of Use and Sale

Web Site Use

Access

MoreDirect grants Client access to MoreDirect's internet-based procurement system (the "System") thereby providing Client with direct access to the inventories of the largest IT distributors and manufacturers ("Suppliers"). Client agrees to use the System for procurement purposes only. Any other use by Client is expressly prohibited.

MoreDirect will issue Client a password(s) to access Client's account on the System. Client is responsible for safeguarding its password(s) to prevent unauthorized use. Client shall be responsible for full payment on all orders placed using Client's password to access Client's account.

Non-U.S. Internet Users/Export Restrictions

Transactions that involve an export of products, including but not limited to commodities, software or technology, are subject to the United States Export Administration Regulations. Such products are exported from the United States by MoreDirect in accordance with the Export Administration Regulations.

Errors and omissions

MoreDirect makes every effort to ensure the accuracy of the information published on our web site(s). However, the documents and graphics published on our web site(s) may contain technical inaccuracies or typographical errors. MoreDirect makes no representations about the suitability of the information and graphics presented on our web site(s). All such documents and graphics are provided "as is" without warranty of any kind.

If an error is made and a product is listed at an incorrect price, MoreDirect maintains the right to refuse or cancel any orders placed at the incorrect price. If the order has been confirmed and charged to your credit card, MoreDirect shall immediately issue a credit in the amount of the incorrect price.

Client Acknowledgement

By accessing the site using your Client password, you acknowledge and agree to terms and conditions of web site use listed above.

Standard Terms of Sale

All sales are subject to the terms and conditions listed below ("Terms of Sale"). Client acknowledges its agreement with these Terms of Sale by the placement of an order to purchase a product from MoreDirect as follows:

1. Exclusive Agreement

Unless Client has entered into a master purchase agreement with MoreDirect, these Terms of Sale represent the complete and final agreement between Client and MoreDirect for the matters set forth herein, and shall be supplemented only by the prices, quantity, and descriptions set forth in MoreDirect's invoice for the relevant sale. Terms contained in Clients' purchase orders, offers to buy, terms and conditions, and the like are expressly rejected and shall have no effect. If Client has a master purchase agreement with MoreDirect, the terms of that agreement shall control and apply to the sale.

2. Resale

Products purchased from MoreDirect are for Client's internal use only. Client shall not resell, rent, lease, provide or otherwise make the functionality of the product(s) available to third parties without the express written consent of the product manufacturer.

3. Purchase Price

Prices listed in MoreDirect's internet-based procurement system (the "System') are subject to change without notice. Prices for certain government, corporate, and institutional Clients may be set forth in a bid or other written agreement between the parties.

4. Payment

MoreDirect, at its sole discretion, may extend credit to Client. If credit is extended to Client, payment terms shall not exceed net 30 days from shipment date, unless otherwise noted.

5. Shipping

Shipping terms are F.O.B. shipping point. MoreDirect charges shipping and handling fees on shipments. Such fees include carrier freight charges, order processing, packaging and handling and other associated costs and do not necessarily equate to the aggregate of such costs. Title and Risk of loss will pass to the Client once MoreDirect delivers the product to the carrier. Title to software will remain with the applicable licensor(s), and Client's rights therein are contained in the license agreement between such licensor(s) and Client. Delivery times are estimates only and MoreDirect shall not be liable for delays. Client is responsible for all shipments made to addresses listed in their account.

6. Product License Agreements

Client shall comply with all license provisions or end user agreement terms imposed by the product manufacturer or publisher.

7. Non-US or Export Sales

Diversion contrary to U.S. law is prohibited. Client expressly represents and warrants that it is eligible to receive products under U.S. law and agrees that it shall not export, re-export, or provide such items to any country, entity or person in contravention of regulations currently imposed by the U.S. Government. In addition, there are other countries, individuals or entities for which export is restricted, prohibited or for which an export license may otherwise be required. It is the responsibility of Client to ensure it is in compliance with all U.S. export regulations. Manufacturers' warranties for exported products may vary or may be null and void for products exported outside the United States.

8. Limited Warranty

MoreDirect warrants that: (i) it has good title to the hardware products it sells, and that it has proper authority to facilitate licenses for the software products it distributes; and (ii) Client is entitled to, and will receive, the manufacturer's warranty and license, if any, that accompanies the product. MoreDirect makes no additional or independent product warranty and grants no independent product license.

MoreDirect does not warrant the performance or integrity of any product, but merely passes through to the Client whatever end-user warranty the manufacturers or software publishers provide with their respective products.

MOREDIRECT DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED BY LAW, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT

9. Limitation of Liability; Indemnification

IN NO EVENT SHALL MOREDIRECT BE LIABLE FOR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFIT OR OPPORTUNITY. CLIENT'S SOLE AND EXCLUSIVE REMEDY IS STATED IN THE MANUFACTURER'S OR PUBLISHER'S END USER WARRANTY ACCOMPANYING THE PRODUCT. IN NO EVENT SHALL MOREDIRECT'S LIABILITY EXCEED THE REPAIR, REPLACEMENT OR COST OF THE SPECIFIC PRODUCT PURCHASED FROM MOREDIRECT. SOME STATES MAY NOT RECOGNIZE A DISCLAIMER OR LIMITATION OF WARRANTIES AND/OR LIMITATION OF LIABILITY SO THE ABOVE DISCLAIMERS MAY NOT APPLY. CLIENT MAY ALSO HAVE DIFFERENT AND/OR ADDITIONAL RIGHTS AND REMEDIES THAT VARY FROM STATE TO STATE.

MoreDirect has no control over the technology of the Products sold herein, and therefore cannot and does not indemnify Client for claims by third parties that Products infringe any patent, copyright, trademark or trade secret. MoreDirect will pass through any such indemnity it receives from the Product manufacturer or supplier.

10. Returns

To request a return or an exchange, submit your request via the return request feature on the MoreDirect website or contact your Account Manager. We do not automatically ship replacement product during the return process and shipping charges are non-refundable. All exchanges and returns require a Return Merchandise Authorization (RMA) number. The RMA must be requested within twenty (20) days of receipt of product. Failure to return a product within ten (10) days of RMA issuance date will be deemed to be an acceptance of the product, therefore, all sales are final. The Client is responsible for shipping the product with adequate insurance coverage, in original packaging with all accessories, software, manuals and blank warranty cards using an authorized carrier that allows your package to be tracked. Tracking information is required. All non-defective returns authorized by MoreDirect, whether opened or unopened, will be assessed a minimum fifteen percent (15%) restocking fee.

Return privileges are subject to various manufacturers' policies. Many manufacturers have imposed certain return restrictions. Consequently, MoreDirect reserves the right to decline specific return requests based on those restrictions. Be sure to ask your Account Manager about specific return conditions before you purchase any item.

11. General

(a) Governing Law; Jurisdiction. These Terms of Sale and any transactions made under them shall be interpreted by and be subject to the laws of the State of Florida. Client agrees that any dispute with MoreDirect arising out of Client's purchase from MoreDirect shall be brought by Client exclusively in the state or federal courts situated in the State of Florida and County of Palm Beach; and Client hereby agrees that such venue is appropriate.

(b) Severability. In the event any section or portion of a section of these Terms of Sale are deemed unlawful or unenforceable, that section or portion of a section shall be stricken from the Terms of Sale, and the remaining terms shall continue in full force and effect.

(c) Force Majeure. MoreDirect shall not be responsible for damages or delays resulting from Acts of God, and from other actions, both governmental and otherwise, including but not limited to war, terrorism, riot, seizure, and embargo.

(d) Confidentiality. The transaction between Client and MoreDirect is confidential and shall not be disclosed by either party except as otherwise required by law.

(e) Modification. These Terms of Sale may be modified from time to time by MoreDirect without notice, and are current as of the date of the then current web site.

(f) Headings. The section headings of this Agreement and of any appendixes under this Agreement are for convenience only and shall not be strictly interpreted.