------------------------------------------------------------------------------ /// CyReL TERMS & CONDITIONS: ------------------------------------------------------------------------------ 1. CUSTOMER'S OBLIGATIONS 1.A The CUSTOMER assumes full responsibility that the products described in the invoice or AGREEMENT meets the specifications, capacity, versatility, and other parameters required to perform as desired by CUSTOMER. 1.B CUSTOMER assumes full responsibility for the overall effectiveness and efficiency of the operating environment in which the purchased merchandise described in the invoice or AGREEMENT is to function and full repsonsibility for its installation. 2. WARRANTIES AND CONDITIONS OF SALE 2.A All products are shipped at CUSTOMER'S risk, and CYBERCUBE'S responsibility for damage to products ceases when the products are delivered to the carrier, to CUSTOMER, or to CUSTOMER'S agent at CYBERCUBE'S facility whichever occurs earlier ('Delivery'). CUSTOMER is responsible for storage charges in the event products are held by CYBERCUBE RESEARCH LTD. at the request of CUSTOMER pending shipping instruction. Use of the CUSTOMER'S part number on any document or on any of the products is for convenience only and does not constitute any representation by CYBERCUBE RESEARCH LTD. with respect to the performance, specifications, or fitness of nay part for a particular purpose. 2.B Title to the products sold will be deemed to pass to CUSTOMER upon Delivery. CUSTOMER agrees, however that CYBERCUBE RESEARCH LTD. retains a purchase money security interest in all products sold by CYBERCUBE RESEARCH LTD. to CUSTOMER, and to all products now or hereafter acquired by CUSTOMER and to any proceeds thereof, until the purchase price and any other charges due towards shall have been paid in full. 2.C In the event of CUSTOMER'S default in payment for the products, CUSTOMER shall be responsible for all reasonable costs and expenses incurred by CYBERCUBE RESEARCH LTD. in collection of any sums owing by CUSTOMER and CYBERCUBE RESEARCH LTD. shall not be obligated to make any further deliveries to CUSTOMER. Such reasonable costs and expenses shall include, but not be limited to, reasonable attorney's fees. 2.D If within ten (10) calendar days from the date of delivery, CUSTOMER is not completely satisfied with the products listed in the invoice at CUSTOMER'S option CYBERCUBE RESEARCH LTD. will refund all payments made for the products upon their return within the ten (10) calendar day period, along with all necessary receipts and a Return Authorisation number to be obtained from CYBERCYBE RESEARCH LTD. . The products returned must be in new and saleable condition, in original packaging. 2.E From the date of sale CYBERCUBE RESEARCH LTD. warrants to the original CUSTOMER for a period of time, as outlined in the current 'WARRANTY POLICY' the products shall be free from defects. This warranty is only applicable to the original CUSTOMER and is voided on items sold or transferred by CUSTOMER to a Third Party. The warranty on products shall be void if the unit's case or cabinet has been opened, or if the unit has been subjected to improper or abnormal use. If a defect occurs during the warranty period, the product must be returned to CYBERCUBE RESEARCH or its DISTRIBUTORS for repair along with the proper receipts and a Return Authorisation number to be obtained from CYBERCUBE RESEARCH LTD. . Except as provided in Paragraph 2.A; CUSTOMER'S sole and exclusive remedy in event of a defect is limited to the correction of the defect by adjustment, repair, replacement or complete refund, at CYBERCUBE'S sole election and expense. CYBERCUBE RESEARCH LTD. has no obligation to replace or repair expendable items. 2.F CYBERCUBE makes no warranty as to the design capabilities, or suitability for use of its computer hardware or computer software programs described in the invoice. As to software, such are sold on a 'AS IS' basis without warranty. CUSTOMER'S exclusive remedy in the event of a defect in the software, is its repair or replacement within ten (10) calendar days of its purchase upon return to CYBERCUBE, its DISTRIBUTORS or dealer, along with all appropriate receipts. 2.G Any statements made by CYBERCUBE RESEARCH LTD. and its employees, including but not limited to statements regarding capacity, suitability for use, or performance of computer hardware or software described in the invoice shall not be deemed to be a warranty or representation by CYBERCUBE RESEARCH LTD. for any purpose nor give rise to any liability or obligation of CYBERCUBE RESEARCH LTD whatsoever. 2.H Except as provided herein, CYBERCUBE RESEARCH LTD. EXPRESSLY EXCLUDES ALL WARRANTIES EXPRESSED OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CYBERCUBE'S obligation to idemnify against claims of infringement of any patent, trademark, copyright, or other proprietary right or information is expressly LIMITED TO ANY IDEMNIFICATION WHICH CYBERCUBE'S SUPPLIER HAS AGREED TO IN WRITING TO PROVIDE (OR BY OPERATION OF LAW HAS BEEN DEEMED TO PROVIDE) TO CYBERCUBE RESEARCH LTD. IN THE EVENT OF SUCH CLAIMS BEING MADE AGAINST SUCH SUPPLIER'S PRODUCTS. 3. LIMITATION OF LIABILITY 3.A CYBERCUBE RESEARCH LTD. SHALL HAVE NO LIABILITY OR RESPONSIBILITY TO CUSTOMER OR ANY OTHER PERSON OR ENTITY WITH RESPECT TO ANY LIABILITY, LOSS OR DAMAGE CAUSED OR ALLEGED TO BE CAUSED DIRECTLY OR INDIRECTLY BY PRODUCTS SOLD INCLUDING BUT NOT LIMITED TO, ANY INTERRUPTION OF SERVICE, LOSS OF BUSINESS OR ANTICIPATORY PROFITS OR CONSEQUENTIAL DAMAGES RESULTING FROM THE USE OR OPERATION OF THE EQUIPMENT AND IN NO EVENT SHALL CYBERCUBE RESEARCH LTD. BE LIABLE FOR LOSS OF PROFITS OR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGE ARISING OUT OF ANY BREACH OF THIS AGREEMENT OR IN ANY MANNER ARISING OUT OF OR CONNECTED WITH THE SALE, THE USE OR ANTICIPATED USE OF THE PRODUCTS REFERRED TO IN THE INVOICE. 3.B CYBERCUBE RESEARCH LTD. shall not be liable for any damages caused by delay in delivering or furnishing any product referred to in the invoice. 3.C No action arising out of any claimed breach of any AGREEMENT or transactions under any AGREEMENT may be brought more than six (6) month after the cause of action has accrued or more than one (1) year after the date of delivery of any product referred to in the AGREEMENT whichever first occurs. 3.D CYBERCUBE RESEARCH LTD. shall not be liable for any failure or delay in the performance of orders or contracts, or in the delivery or shipment of products, or for any damages suffered by CUSTOMER by reason of such failure or delay, when such failure or delay is, directly or indirectly caused by, or in any manner arises from fires, floods, accidents, riots, acts of God, war, governmental interference or embargoes, strikes, labor difficulties, shortage of labor, fuel, power, materials, supplies or transportation, delays in delivery by CYBERCUBE'S suppliers, or any other cause or causes (whether or not similar in nature to any of those hereinbefore specified) beyond its control. CYBERCUBE RESEARCH LTD. reserves the right to cancel without liability any order, the shipment of which is or may be delayed for more than ninety (90) days by reason of any cause or causes as aforesaid. CYBERCUBE RESEARCH LTD. reserves the right in its sole discretion to allocate among customers or potential customers, or defer or delay the shipment of, any product which is in short supply. 3.E Prices are subject to change in response to supplier increases. In such event, CUSTOMER may, without penalty, cancel such order in writing delivered to CYBERCUBE RESEARCH LTD. within a thirty (30) day period. Prices are subject to immediate change by CYBERCUBE RESEARCH LTD. upon CUSTOMER resheduling or reconfiguration of orders. In such event, the foregoing cancellation right does not apply. CYBERCUBE RESEARCH LTD. reserves the right to modify terms prior to shipment, require payment in advance, or delay or cancel any shipment by reason of CUSTOMER'S credit worthiness. 4. CYBERCUBE SOFTWARE LICENCE 4.A CYBERCUBE grants to CUSTOMER a personal non-exclusive paid-up right and licence to use the computer software program(s) described in the AGREEMENT or invoice. Title to the medium on which the software is recorded (diskette and/or CD-disk and/or other storage medium) is transferred to the CUSTOMER. 4.B In consideration for this licence CUSTOMER hereby agrees not to reproduce copies of such software program(s) except to produce the number of copies required for the personal use by CUSTOMER and to include CYBERCUBE'S copyright and proprietary notice on all copies of program(s) reproduced in whole or in part. 4.C CUSTOMER may resell CYBERCUBE System and Application Software (modified or not in whole or in part) described in the AGREEMENT or invoice to a Third Party, provided CUSTOMER has purchased one (1) copy of the software for each one resold. The provision of the software licence under Paragraph 4.A, 4.B and 4.C for the software sold by CUSTOMER shall also be applicable to Third Party purchasing such software. 5. GOVERNMENTAL LAWS AND REGULATIONS 5.A CUSTOMER agrees to comply with all laws and regulations regarding export licenses and exportation or re-exportation of technical data and products purchased from or supplied by CYBERCUBE RESEARCH LTD., including but not limited to, the prohibition against exporting without a valid export permit, goods which have originated in the United states. CUSTOMER also agrees to comply with all U.S laws and regulations that are applicable to all transactions by CUSTOMER. 5.B This agreement and all transactions hereunder shall be governed by the laws of the province of Ontario. 6. INTERNATIONAL CUSTOMERS 6.A All payments are to be made in U.S. funds with certified cheques. 6.B All orders must be prepaid. Certified Cheques/Money Orders in U.S. funds only. 6.C Minimum order: U.S $10.00 excluding postage, insurance and handling charges for software. Minimum order: U.S $50.00 excluding postage, insurance and handling charges for hardware. Contact CYBERCUBE RESEARCH LTD. for details. 6.D A valid International Import Certificate from the Importing Country is required in order for CYBERCUBE RESEARCH LTD to apply for a corresponding Export Licence. 7. LIMITATION OF USAGE 7.A Unless specifically otherwise agreed in writing by CYBERCUBE RESEARCH LTD., CUSTOMER'S order does not involve any type of experimental, developmental, or research work as one of its purposes, and the products to be supplied by CYBERCUBE RESEARCH LTD. are not intended for use in life support systems, human implantation, air or rail traffic control, or nuclear facilities or systems.