Terms and Conditions of Sale

These Terms and Conditions of Sale (“Terms”) govern all transactions between ZAV Ventures LLC (“Seller”) and the purchasing entity (“Customer”) for the sale of products, product support, and services (collectively, “Sales Offerings”). By placing an order with Seller, Customer agrees to be bound by these Terms. Any terms or conditions set forth in Customer’s purchase order or other documentation that conflict with or add to these Terms are expressly rejected unless accepted in a separate writing signed by Seller.

Product and Product Support Sales

Purchasing

Customer may purchase hardware, software, equipment, and related technology products (“Products”), as well as maintenance agreements, extended warranties, and support plans (“Product Support”), from Seller pursuant to an accepted quote or order (“Transaction Document”). Seller may fulfill orders directly or through authorized distributors and manufacturers.

Quotes and Pricing

Seller will provide written quotes specifying Products, quantities, and pricing. Unless stated otherwise, quotes are valid for fifteen (15) calendar days from the date of issuance. Pricing is subject to change after expiration of the quote validity period. In the event of a pricing error on any quote, order confirmation, or invoice, Seller is not bound by the incorrect price and may offer Customer the corrected price or cancel the affected order.

Purchase Orders

All orders are subject to acceptance by Seller. Seller reserves the right to decline any order based on product availability, pricing changes, or credit considerations. An order is not binding until Seller issues a written confirmation or initiates shipment.

Delivery

Unless otherwise agreed in writing, all Products are shipped FOB origin. Delivery dates are estimates only and are not guaranteed. Seller shall not be liable for delays caused by manufacturer backorders, carrier disruptions, or other factors beyond Seller’s reasonable control. Seller may ship orders in partial shipments, each of which may be invoiced separately.

Title and Risk of Loss

Title and risk of loss pass to Customer upon shipment from Seller’s or the manufacturer’s shipping point. Customer shall inspect all deliveries within five (5) business days of receipt and notify Seller in writing of any shortages, defects, or damage within that period.

Invoicing

Seller will invoice Customer upon shipment of Products or activation of Product Support. For Product Support, invoicing may occur at the time of order placement or upon commencement of the support term.

Warranty

Products carry only the warranties provided by the original manufacturer or publisher. Customer’s sole remedy for defective Products is through the applicable manufacturer’s warranty program. Seller will use commercially reasonable efforts to assist Customer in processing warranty claims but does not independently warrant any Product.

Returns

Returns of eligible Products require prior written authorization from Seller in the form of a Return Merchandise Authorization (RMA) number. Products must be unused, in original sealed packaging, and returned within thirty (30) calendar days of delivery. A restocking fee of up to fifteen percent (15%) may apply. Custom-configured equipment, opened software, and consumable items are non-returnable. Order cancellations after processing has begun may be subject to cancellation charges.

Export Compliance

Customer shall comply with all applicable export and import laws and regulations, including the Export Administration Regulations (EAR) and the International Traffic in Arms Regulations (ITAR). Customer shall not export, re-export, or transfer any Product in violation of such laws and is solely responsible for obtaining any required licenses or approvals.

Third-Party Terms

Certain Products and Product Support are subject to the terms and conditions of the originating manufacturer, publisher, or service provider. By purchasing such offerings through Seller, Customer agrees to be bound by those applicable third-party terms.

Services Sales

Purchasing

Customer may purchase professional services, including installation, configuration, deployment, consulting, and technical labor (“Services”) as described in a mutually agreed statement of work (“SOW”) or Transaction Document.

Customer Responsibilities

Customer shall provide timely access to facilities, systems, personnel, and resources reasonably necessary for Seller to perform Services. Delays resulting from Customer’s failure to fulfill these responsibilities may result in schedule adjustments or additional charges.

Purchase Orders and Acceptance

Customer shall issue a purchase order referencing the applicable SOW before Services begin. Upon completion or delivery of milestones, Customer has ten (10) business days to notify Seller of any material non-conformance. If no written objection is received within this period, the Services shall be deemed accepted.

Invoicing

Services will be invoiced per the billing schedule in the applicable SOW, or upon completion if no schedule is specified. For engagements exceeding thirty (30) days, Seller may invoice monthly for work performed.

Service Warranty

Seller warrants that Services will be performed in a professional and workmanlike manner. If Customer identifies a material deficiency within thirty (30) days of completion, Seller will, at its discretion, re-perform the deficient portion at no additional cost or issue a credit. This constitutes Customer’s sole remedy for deficient Services.

Customer Data

Customer retains ownership of all data provided to Seller in connection with Services. Customer is solely responsible for maintaining backups of all critical data prior to and during any service engagement. Seller shall not be liable for loss or corruption of Customer data except where directly caused by Seller’s gross negligence or willful misconduct.

Work Product

Deliverables created by Seller specifically for Customer under a SOW are licensed to Customer on a non-exclusive, non-transferable, perpetual basis for internal use, upon full payment. Seller retains ownership of all pre-existing intellectual property, tools, and methodologies.

Non-Solicitation

During the term of any active SOW and for twelve (12) months thereafter, neither party shall directly solicit or hire any employee or contractor of the other party who was involved in performing Services, without prior written consent. This does not apply to general recruitment activities not targeted at the other party’s personnel.

Payment

Payment

Customer will pay the full amount specified on each undisputed invoice, including applicable taxes and shipping charges, within the time period indicated on the invoice, measured from the date of issuance, subject to continuing credit approval. Payment terms are at Seller’s sole discretion.

Late Payment

In the event Customer fails to pay an undisputed amount when due, Seller has the right to suspend performance under these Terms until all outstanding amounts are resolved. Customer shall reimburse Seller for all reasonable expenses incurred in collecting past due amounts, including reasonable attorneys’ fees, filing fees, and court costs. Seller may also suspend any delivery schedules for the duration of the payment delinquency.

Financial Status

If at any time there is a material adverse change in Customer’s financial condition, as determined in Seller’s sole discretion, Seller may modify payment terms or revoke any credit previously extended. If Customer fails to comply with revised payment terms, Seller may immediately: (a) halt all delivery of Sales Offerings; and/or (b) terminate any active Transaction Document.

Taxes

Customer is responsible for all sales, use, excise, and similar taxes and any federal, state, or local fees arising from the purchase of Sales Offerings, except taxes on Seller’s net income. Customer may provide a valid tax exemption certificate in lieu of such taxes. Customer will reimburse Seller for any taxes paid by Seller for which Customer is responsible.

Credits

Any credit issued to Customer for any reason that is not applied toward the purchase of Sales Offerings within two (2) years from the date of issuance shall expire.

Confidentiality

Each party acknowledges that it may receive non-public business, technical, or financial information from the other party (“Confidential Information”) in connection with these Terms. The receiving party shall: (a) maintain such information in confidence; (b) use it only for purposes related to these Terms; and (c) not disclose it to third parties except to employees or agents with a need to know who are bound by comparable confidentiality obligations. These restrictions do not apply to information that is publicly available, already known to the receiving party, independently developed, or lawfully obtained from a third party. Disclosure may also be made to the extent required by law, provided the receiving party gives prompt notice where legally permitted. Confidentiality obligations shall survive for three (3) years following disclosure.

Disclaimed Warranties

EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, SELLER MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, REGARDING SALES OFFERINGS. SELLER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SELLER DOES NOT WARRANT THAT ANY PRODUCT WILL OPERATE WITHOUT INTERRUPTION OR BE FREE OF DEFECTS. ALL PRODUCTS ARE PROVIDED WITH ONLY SUCH WARRANTIES AS THE ORIGINAL MANUFACTURER PROVIDES TO END USERS.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SELLER’S TOTAL LIABILITY ARISING FROM OR RELATED TO ANY TRANSACTION DOCUMENT SHALL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER UNDER THAT TRANSACTION DOCUMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST DATA, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE GOODS, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER SELLER WAS ADVISED OF THEIR POSSIBILITY. THESE LIMITATIONS APPLY TO ALL CAUSES OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE.

Arbitration

Any dispute arising out of or relating to these Terms that cannot be resolved through good-faith negotiation within thirty (30) days shall be settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. Arbitration shall be conducted by a single arbitrator in Anne Arundel County, Maryland. The arbitrator’s decision shall be final and binding, and judgment may be entered in any court of competent jurisdiction. Each party agrees that disputes shall be resolved on an individual basis and not as part of any class or representative action. Notwithstanding the foregoing, either party may seek injunctive relief from a court of competent jurisdiction to prevent irreparable harm.

Notice

All notices under these Terms shall be in writing and deemed delivered upon: (a) personal delivery; (b) one (1) business day after deposit with a nationally recognized overnight courier; or (c) three (3) business days after mailing by certified United States mail, return receipt requested. Notices to Seller shall be directed to:

Notices to Customer shall be sent to the address on Customer’s most recent order or as otherwise communicated in writing.

Term and Termination

These Terms are effective upon Customer’s first order and remain in effect until terminated. Either party may terminate by providing thirty (30) days’ written notice. Either party may terminate immediately if the other party: (a) materially breaches these Terms and fails to cure within thirty (30) days of written notice; or (b) becomes subject to bankruptcy, insolvency, or similar proceedings. Termination shall not affect obligations arising under orders accepted prior to the termination date. Customer shall pay all outstanding invoices for Sales Offerings delivered or performed prior to termination. The provisions of Payment, Confidentiality, Disclaimed Warranties, Limitation of Liability, Arbitration, and this section shall survive termination.

Miscellaneous

Governing Law. These Terms are governed by 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 does not apply.

Entire Agreement. These Terms, together with applicable Transaction Documents, constitute the entire agreement between the parties regarding the subject matter hereof and supersede all prior communications and agreements.

Amendments. Seller may update these Terms at any time by publishing a revised version on its website. Continued placement of orders constitutes acceptance of any revisions.

Severability. If any provision is found to be unenforceable, the remaining provisions shall remain in full force and effect.

Waiver. Failure to enforce any provision shall not constitute a waiver of that provision or any other provision.

Assignment. Customer may not assign any rights or obligations under these Terms without Seller’s prior written consent. Seller may assign these Terms to any affiliate or successor entity.

Force Majeure. Neither party is liable for failure to perform obligations (other than payment) due to causes beyond its reasonable control, including natural disasters, pandemics, acts of war, government actions, supply chain disruptions, or manufacturer delays. If a force majeure event continues for more than ninety (90) days, either party may terminate the affected orders.

Independent Contractor. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.