Terms and Conditions of Product Purchase

THESE TERMS AND CONDITIONS OF PRODUCT PURCHASE (“TERMS”) CONSTITUTE A BINDING AGREEMENT BETWEEN ZAV VENTURES LLC, OR ITS AFFILIATE (“BUYER”), AND THE ENTITY FROM WHICH BUYER IS MAKING A PURCHASE (“SUPPLIER”) OF PRODUCTS, PRODUCT SUPPORT, OR SERVICES (COLLECTIVELY, “SALES OFFERINGS”) UNDER A PURCHASE ORDER OR OTHER SIGNED CONTRACT (“TRANSACTION DOCUMENT”). THIS AGREEMENT BECOMES EFFECTIVE ON THE DATE THE TRANSACTION DOCUMENT IS ACCEPTED BY SUPPLIER, OR THE DATE SUPPLIER BEGINS PERFORMANCE AT BUYER’S REQUEST, WHICHEVER OCCURS FIRST (“EFFECTIVE DATE”). BUYER MAY UPDATE THESE TERMS FROM TIME TO TIME WITHOUT PRIOR NOTICE; THE VERSION POSTED ON THIS WEBSITE AT THE TIME A TRANSACTION DOCUMENT IS EXECUTED SHALL GOVERN THAT TRANSACTION. IF THE PARTIES HAVE ENTERED INTO A SEPARATE WRITTEN AGREEMENT APPLICABLE TO A TRANSACTION DOCUMENT, THAT SEPARATE AGREEMENT SHALL GOVERN IN PLACE OF THESE TERMS.

In the event of a conflict between these Terms and a separate agreement, the separate agreement shall prevail. In the event of a conflict between a Transaction Document and these Terms, these Terms shall prevail. Any additional or differing terms appearing on Supplier’s forms, confirmations, or other documentation—other than the transactional specifics such as price, quantity, product identifiers, and delivery addresses—are rejected and shall have no legal effect.

As used herein, “Party” refers to Buyer or Supplier individually, and “Parties” refers to Buyer and Supplier collectively.

Sales Offering Purchases

Product and Product Support Purchasing

Buyer may purchase the following from Supplier for resale to its customers (“Customers”): (a) hardware, software, and other commercially available goods (“Products”); (b) warranties, maintenance agreements, and support services performed by Supplier under a separate contract directly between Supplier and Customer (“Product Support”); and (c) standard, non-customized services associated with Products (“Services”). With respect to Product Support, Supplier acknowledges that Supplier is the contracting party and is solely responsible for performing such Product Support. Supplier shall indemnify and hold harmless Buyer from any third-party claims for losses, costs, or damages arising from the Product Support.

Pricing

Supplier may adjust the price of any Sales Offerings not yet ordered by Buyer, provided Supplier gives Buyer at least thirty (30) days’ prior written notice specifying the new price and its effective date. Any price increase shall apply only to Transaction Documents executed after the effective date of such increase.

Price Protection

If Supplier reduces the price of any Sales Offering, Supplier shall credit Buyer the difference between the invoiced price and the reduced price for all units held in Buyer’s inventory and all units in transit from Supplier to Buyer or any Customer as of the date the reduced price is first made available. For any Sales Offerings returned by a Customer as unsatisfactory, Supplier shall credit Buyer the difference between the invoiced price and the current price.

Delivery

Supplier shall meet all agreed-upon delivery dates. For hardware Products, shipments shall be FOB destination, freight prepaid and added. Supplier is responsible for all standard freight charges, and incorrectly shipped items shall be returned at Supplier’s expense. Unless otherwise agreed, software Products shall be delivered electronically, and any end user license agreement shall be between Customer and Supplier directly. Buyer shall have no obligation or liability related to such license agreements.

Product Returns

Buyer or the applicable Customer shall have the right to return any Product in its original packaging to Supplier for cash refund, full credit, or replacement, at the sole option of the returning party, in the amount of the original purchase price. Supplier shall bear all freight charges and risk of loss for returns under this section. Neither termination of this Agreement nor discontinuation of Products shall affect Buyer’s return rights.

Payment

Payment Terms

Payment for all purchases shall be net forty-five (45) days from the later of: (a) the date Buyer or Customer receives the applicable Sales Offering(s); and (b) the date Buyer receives the applicable invoice. Buyer may deduct from any payment amounts that Supplier owes to Buyer.

Indemnification and Warranties

Indemnification

Supplier agrees to defend, indemnify, and hold harmless Buyer, Buyer’s affiliates, Customers, and end users from and against any and all claims, liabilities, actions, judgments, costs, expenses, and reasonable attorneys’ fees arising out of or related to: (a) any breach of Supplier’s representations or warranties under these Terms; (b) Supplier’s failure to comply with applicable federal, state, local, or international laws or regulations; (c) injury, death, or damage resulting from any Product defect or malfunction; (d) any misrepresentation by Supplier, its employees, agents, or representatives; or (e) any alleged infringement or violation of a third party’s intellectual property rights by any Sales Offering.

Warranties

Supplier shall provide a direct warranty for Products to Customer. Supplier acknowledges that Buyer is not a party to such warranty and that Supplier is solely responsible for all obligations and performance under such warranty.

Term and Termination

Term

The term of each Transaction Document shall commence on the Effective Date. Both the Transaction Document and this Agreement shall remain in effect until all performance and payment obligations of the Parties have been fulfilled.

Termination for Convenience

Buyer may cancel any Purchase Order within three (3) business days (Monday through Friday, excluding holidays) after Supplier’s receipt of such Purchase Order. Cancellation shall not relieve Buyer of its obligation to pay for Products already shipped, Product Support initiated, or Services performed. Supplier may terminate any executed Purchase Order for Products or Product Support that are no longer commercially available; in such case, Buyer’s sole remedy and Supplier’s sole obligation shall be to refund any amounts Buyer has paid for such unavailable Sales Offerings.

Miscellaneous

Amendments. These Terms may be amended only by a written document signed by authorized representatives of both Parties.

Assignment. Supplier may not assign any Transaction Document, these Terms, or any of its rights or obligations without Buyer’s prior written consent. Buyer may assign the right to receive payment or may resell to any Buyer affiliate. Any attempted assignment not authorized under these Terms shall be void. This Agreement shall be binding upon and inure to the benefit of the Parties and their permitted successors and assigns.

Compliance with Laws. Supplier shall, at its own expense, comply with all applicable foreign, federal, state, and local laws, ordinances, rules, regulations, and codes in the performance of its obligations under these Terms, including the procurement of necessary permits and licenses and adherence to principles of equal employment and non-discrimination.

Anti-Bribery and Anti-Corruption. Supplier represents that neither it nor its subcontractors, agents, or employees are engaged in or will engage in any conduct constituting bribery of government officials, including conduct in violation of the U.S. Foreign Corrupt Practices Act or any applicable anti-bribery laws, in connection with any business conducted under this Agreement.

Entire Agreement. Unless the Parties have entered into a separate agreement that expressly controls, these Terms together with the applicable Transaction Document and any amendments thereto constitute the entire agreement between the Parties regarding the subject matter hereof and supersede all prior and contemporaneous agreements and understandings, whether oral, written, or implied.

Governing Law. These Terms and all transactions hereunder shall be governed by and construed in accordance with the laws of the State of Maryland, without regard to conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.

Forum. Any suit, claim, or court action arising from these Terms or any Transaction Document shall be brought exclusively in the state or federal courts located in Anne Arundel County, Maryland. Both Parties consent to the jurisdiction of such courts and waive any objections to venue.

Independent Contractors. Each Party is an independent contractor. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between the Parties.

Published Descriptions. Any descriptions of Sales Offerings displayed on websites, catalogs, or other materials outside of a Transaction Document are excluded from and do not form part of this Agreement.

Construction. Neither Party shall be presumed to be the drafter of these Terms or any Transaction Document for purposes of interpretation.

Severability. If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it enforceable while preserving its original intent, or if modification is not possible, replaced with a valid provision achieving the same objective.

Survival. Upon expiration or termination of any Transaction Document or these Terms, those provisions whose nature or intent indicates an expectation of survival shall continue in effect.

Third-Party Beneficiaries. These Terms and any Transaction Document are intended solely for the benefit of the Parties and do not confer rights upon any third party.

Waiver of Remedies. No delay or failure by either Party to exercise any right under these Terms shall constitute a waiver of that right or any other right. No claim may be asserted by either Party for any event or omission that occurred more than one (1) year prior to the assertion of such claim.