Terms of Service for Sale of Products or Additional Terms to add to Purchase Agreement

SkyGuard Security, LLC d/b/a SkyGuard360 (hereinafter referred to as "SkyGuard") presents these Terms of Service to you (hereinafter referred to as "Buyer") as a condition of any sale of goods through its website www.skyguard360.com. By agreeing to these terms, Buyer is bound not only by the following Terms of Service, but also SkyGuard's Privacy Policy, Anti-Spam Policy, and WebSite Terms of Use, all of which are available at SkyGuard's website.

1. PAYMENT.

a. All sales, property, excise and other federal, state or local taxes (other than those taxes based upon SkyGuard's net income), including interest and penalties, shall be paid by Buyer.

b. All charges are payable in advance.

2. EXCLUSIVE WARRANTY AND REMEDY. THE EXCLUSIVE WARRANTY OF SKYGUARD AND THE EXCLUSIVE WARRANTY RELATING TO THIS AGREEMENT IS THAT ANY PRODUCTS PROVIDED BY SKYGUARD SHALL BE FREE OF MATERIAL DEFECTS CAUSED BY THE NEGLIGENCE OF SKYGUARD, FOR A PERIOD OF THIRTY (30) DAYS FOLLOWING THE DATE OF RECEIPT. IN THE EVENT THIS WARRANTY IS BREACHED, THE SOLE OBLIGATION OF SKYGUARD, AND THE EXCLUSIVE REMEDY OF BUYER, SHALL BE TO HAVE ALL REASONABLE ADJUSTMENTS, REPAIRS AND REPLACEMENTS NECESSARY TO CORRECT ANY SUCH DEFECT MADE AT THE SOLE COST AND EXPENSE OF SKYGUARD, SUBJECT TO THE LIMITATION SPECIFIED IN PARAGRAPH 5. SKYGUARD MAKES NO OTHER EXPRESS OR IMPLIED WARRANTIES CONCERNING ANY SERVICES OR ANY OTHER ITEMS PROVIDED UNDER THIS AGREEMENT. SKYGUARD HEREBY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY, WARRANTY FOR FITNESS FOR A PARTICULAR PURPOSE, OR ANY OTHER WARRANTIES NOT OTHERWISE SPECIFICALLY SET FORTH HEREIN.

3. LIMITATION OF LIABILITY. IN NO EVENT SHALL SKYGUARD BE LIABLE IN CONTRACT, TORT OR OTHERWISE FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, LOST PROFITS OR DAMAGE OR DESTRUCTION OF DATA, EVEN IF SKYGUARD HAS BEEN ADVISED OF THE POSSIBILITY OF THE SAME. THE MAXIMUM LIABILITY OF SKYGUARD UNDER THIS AGREEMENT SHALL BE LIMITED IN ALL EVENTS TO THE REASONABLE COSTS OF ADJUSTMENTS, REPAIRS OR REPLACEMENTS NECESSARY TO CORRECT DEFECTS CAUSED SOLELY BY THE NEGLIGENCE OF SKYGUARD, SUBJECT TO A MAXIMUM AGGREGATE LIABILITY OF THE AMOUNT ACTUALLY PAID BY BUYER FOR THE PRODUCTS RECEIVED. BUYER AGREES TO PROVIDE SKYGUARD WITH PROMPT WRITTEN NOTIFICATION AS TO THE SPECIFICS OF ANY CLAIM FOR DAMAGES AND TO PROVIDE SKYGUARD WITH A REASONABLE OPPORTUNITY TO INVESTIGATE SUCH CLAIM.

4. SKYGUARD IS NOT AN INSURER. SKYGUARD IS NOT AN INSURER AND BUYER WILL OBTAIN FROM AN INSURER ANY INSURANCE BUYER DESIRES. THE AMOUNT BUYER PAYS SKYGUARD IS BASED UPON THE PRODUCTS PROVIDED AND THE LIMITED LIABILITY SKYGUARD ASSUMES UNDER THIS CONTRACT AND IS UNRELATED TO THE VALUE OF BUYER'S PROPERTY OR THE PROPERTY OF OTHERS LOCATED IN BUYER'S PREMISES. IN THE EVENT OF ANY LOSS OR INJURY TO ANY PERSON OR PROPERTY, BUYER AGREES TO LOOK EXCLUSIVELY TO BUYER'S INSURER TO RECOVER DAMAGES. BUYER WAIVES ALL SUBROGATION AND OTHER RIGHTS OF RECOVERY AGAINST SKYGUARD THAT ANY INSURER OR OTHER PERSON MAY HAVE AS A RESULT OF PAYING ANY CLAIM FOR LOSS OR INJURY TO ANY OTHER PERSON.

5. FORCE MAJEURE. SkyGuard shall not be liable for any delay or failure to perform its obligations hereunder due to any strikes, lockouts, secondary boycotts, labor organization stoppages and harassments, damages caused by fire, lightning, earthquake, other natural disasters, or other casualty, and any other conditions beyond the control of SkyGuard.

6. WARRANTIES. In order to induce SkyGuard to enter into this Agreement, Buyer hereby represents and warrants that the following are true and correct on the date hereof and shall be true and correct at all times during the term and any renewal term of this Agreement:

a. Buyer has the full right, power and authority to execute, deliver and perform this Agreement and all actions and transactions contemplated hereby.

b. If Buyer is a business entity, Buyer is duly organized, validly existing and in good standing and duly qualified in each jurisdiction in which Buyer does business.

c. This Agreement constitutes a valid and binding obligation of Buyer in accordance with its terms. Neither the execution, delivery nor the performance of this Agreement will result in any breach of any term or provision of any contract, agreement or other instrument, or any judgment, decree or order of any court to which SkyGuard is a party or by which Buyer may be bound. No consent and authorization of any person, firm, corporation or other entity pursuant to any of the aforementioned instruments or otherwise is required as a condition precedent to the consummation of Buyer of this Agreement or the transactions contemplated hereby.

d. There are no actions or proceedings pending by or against Buyer before any court, administrative agency, governmental entity or arbitrator, and there are no pending or threatened or imminent matters of litigation, government claims, complaints, investigations or prosecutions involving, affecting or relating to the transactions contemplated by this Agreement.

e. All documents, instruments, books and records furnished to SkyGuard by Buyer, whether or not referred to or made a part of this Agreement, are in all respects true, correct and complete.

f. The representations and warranties made by Buyer in this Agreement, and the statements contained in any certificate, schedule, list or other writing furnished to SkyGuard pursuant hereto, contain no incorrect statement or omission of any material fact.

7. INDEMNIFICATION. Buyer assumes the entire responsibility and liability for, and agrees to indemnify, defend and hold harmless SkyGuard, its officers, agents, employees, successors and assigns, from and against any and all losses, expenses (including without limitation attorneys' and other professional fees), costs, damages (including consequential and incidental damages), demands, judgments, liabilities, suits and claims in connection with or arising out of any actual of alleged personal injury (including death) or damage or destruction to property (including loss of use) by whomever suffered, sustained or alleged to have been sustained by reason of or in any way related to (a) any act or omission, whether negligent or not, of Buyer or its agents, employees, suppliers, subcontractors and consultants; or (c) any breach by Buyer of any warranty provided in the Agreement.

8. COMPLIANCE WITH LAWS. Without limitation of any other provision of this Agreement, Buyer hereby warrants that it will properly comply with all laws in a timely manner, and Buyer agrees to indemnify, defend and hold SkyGuard harmless for any and all costs, penalties, fines or other liability incurred by SkyGuard, directly or indirectly, including without limitation, reasonable attorneys' and other professional fees, relating to any failure of Buyer to comply fully or properly with the requirements of any applicable laws.

9. CANCELLATION. SkyGuard may, by written notice to Buyer, cancel this Agreement, or any part of it, upon the occurrence of any of the following events ("Events of Default"):

a. Buyer fails fully to perform any obligations under this Agreement, including without limitation, the conformity with any express or implied warranty hereunder, or the failure to comply fully with any applicable Law or provide written evidence of such compliance;

b. The commencement of an involuntary case or the filing of a petition against Buyer (i) seeking reorganization, arrangement, adjustment or composition of or in respect of Buyer under the Federal Bankruptcy Code as now or hereafter constituted, or under any other applicable Federal or state bankruptcy, insolvency, reorganization or other similar law, (ii) seeking the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of Buyer for any part of its property, or (iii) seeking the winding up or liquidation of its affairs, and such involuntary case or petition is not dismissed within thirty calendar days after the filing thereof;

c. The commencement by Buyer of a voluntary case or the institution by Buyer of proceedings to be adjudicated as bankrupt or insolvent, or the consent by it to the institution of bankruptcy or insolvency proceedings against it, under the Federal Bankruptcy Code as now or hereafter constituted, or any other applicable Federal or state bankruptcy or insolvency or other similar law;

d. The consent by Buyer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of Buyer for any substantial part of its property;

e. The making by Buyer of any assignment for the benefit of creditors;

f. The admission by Buyer in writing of its inability to pay its debts generally as they become due or the failure of Buyer to generally pay its debts as such become due;

g. If Buyer is a business entity, the taking of any corporate action by Buyer or its shareholders or Board of directors or any committee thereof in furtherance of any of the foregoing; or

h. SkyGuard in its reasonable opinion believes that Buyer's ability to perform this Agreement is in danger or impaired.

Whenever SkyGuard has the right to demand of Buyer adequate assurance of due performance, SkyGuard shall be sole judge of the adequacy of assurance given by Buyer.

10. NOTICES. Any notice, communication, request, reply or advice (hereinafter severally and collectively called "Notice") in this Agreement provided or permitted to be given, made or accepted by either party to the other must be in writing and must be given or served by depositing the same in the United States mail, addressed to the party to be notified, postage prepaid, and registered or certified with return receipt requested. Notice deposited in the mail in the manner hereinabove described shall be effective only if and when received or refused by the party to be notified. For purposes of Notice, the addresses of the parties, until changed as herein provided, shall be those addresses set forth above in this Agreement.

11. GOVERNING LAW. This Agreement and all questions relating to its validity, interpretation, performance, and enforcement shall be construed in accordance with, and shall be governed by, the substantive laws of the Commonwealth of Pennsylvania without regard to its principles of conflicts of law.

12. ARBITRATION. Any and all disputes or claims arising out of this Agreement shall be resolved and determined solely and exclusively by arbitration, pursuant to the rules, then obtaining, of the American Arbitration Association, or any successor, at its office nearest Lansdale, Pennsylvania. The prevailing party in any arbitration shall be entitled to receive reasonable costs and reasonable attorney's fees from the non-prevailing party. SkyGuard shall select one arbitrator and Buyer shall select one arbitrator and the two so selected shall select a third. The arbitrators shall be individuals skilled in the legal and business aspects of the subject matter of this Agreement. Notice of the demand for arbitration shall be made in writing to the other party to this Agreement and to the American Arbitration Association. The demand shall be made within a reasonable time after the claim or dispute has arisen. In no event shall the demand for arbitration be made after the date when institution of legal or equitable proceedings based on the claim or dispute would be barred by the applicable statute of limitations. The arbitration award shall be final and binding upon the parties. Judgment upon the award shall be binding and may be entered in any court of competent jurisdiction.

13. MISCELLANEOUS.

a. Buyer shall be bound by any representation or undertaking made by any of its agents or employees with respect to the specifications, quality, packaging, price or conditions of delivery of the Products.

b. In the event that any provision of this Agreement is declared invalid by any tribunal or law, the remainder of the provisions shall not be affected thereby, and each term and provision not declared invalid or unenforceable shall be valid and shall be enforced to the fullest extent permitted by law.

c. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

d. No claim or right arising out of a breach of this Agreement by Buyer may be discharged in whole or in part by a waiver of the claim or right, unless the waiver is in writing signed by an authorized representative of SkyGuard. SkyGuard's waiver or acceptance of any breach by Buyer of any provisions of this Agreement shall not constitute a waiver of or an excuse for nonperformance as to any other provision of this Agreement nor as to any prior or subsequent breach of the same provision.

e. SkyGuard is neither a subsidiary nor an affiliate of Buyer. Nothing contained in this Agreement shall be deemed to create a partnership or joint venture between the parties thereto, and each of the parties hereto shall in all matters connected herewith be an independent contractor. Neither party shall incur any indebtedness or obligation in the name of, or which shall be binding on, the other without prior written consent.

14. ENTIRE AGREEMENT AND MODIFICATION. When accepted, these terms and conditions shall constitute the complete and exclusive statement of the terms of the Agreement between the parties hereto, are intended as a final expression of the terms of such Agreement and will supersede all prior and contemporaneous agreements, inducements or conditions, express or implied, oral or written. No course of prior dealing between the parties and no usage of trade shall be relevant to supplement or explain any term herein. SkyGuard's acceptance or acquiescence in a course of performance rendered by Buyer hereunder shall not be relevant to determine the meaning of this Agreement even though SkyGuard has knowledge of the nature of the performance and opportunity for objection. This Agreement may not be changed or modified except by an agreement in writing by the parties hereto.

15. WAIVER. Any failure of a party to comply with any obligations, agreements or conditions as hereinafter set forth may be expressly waived in whole or in part in writing by the other party.

16. COUNTERPART EXECUTION. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.