US Terms and Conditions of Sale

All sales made by ZIOS Corporation ("ZIOS") to its customers with ZIOS US customers ("Purchaser") are subject to these terms and conditions. Purchaser's acceptance of these terms and conditions shall be made by either (i) Purchaser providing a purchase order number to ZIOS or (ii) Purchaser's acceptance of any Product from ZIOS, whichever occurs first.
These terms and conditions shall apply to sales of all products described in ZIOS's current comprehensive product listing including special order product except as otherwise noted below ("Product"). The term "Special Order Product" as used herein shall mean products that are not listed in ZIOS's current comprehensive product listing or have been configured to Purchaser's specifications. Electronic Software Distribution (ESD) product sales are subject to additional terms.

1. ORDERING
ZIOS MAKES NO WARRANTY, EITHER EXPRESSED OR IMPLIED ON ALL PRODUCT PRICING, DESCRIPTION, AND AVAILABILITY INFORMATION ("INFORMATION"). ALL INFORMATION IS PROVIDED TO PURCHASER "AS IS". ZIOS HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESSED AND IMPLIED, RELATING TO INFORMATION INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTY OF MERCHANTABILITY AND THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE.

2. PRICE
All prices are subject to change without notice and will be established at time of order acceptance by ZIOS. Order acceptance and sale by ZIOS occurs at time of shipment. Prices for backordered Products are not guaranteed.

A. PAYMENT TERMS, ORDERS, QUOTES, INTEREST
Terms of payment are within ZIOS's sole discretion, and unless agreed to by ZIOS, payment must be received by ZIOS prior to ZIOS's acceptance of an order. Payment for the products will be made by credit card, wire transfer, or some other prearranged payment method unless credit terms have been agreed to by ZIOS. Your order is subject to cancellation by ZIOS, at ZIOS's sole discretion. ZIOS is not responsible for pricing, typographical, or other errors, in any offer by ZIOS and reserves the right to cancel any orders resulting from such errors.

B. SHIPPING CHARGES, TAXES, TITLE, RISK OF LOSS
Shipping and handling are additional unless otherwise expressly indicated at the time of sale. Title to products passes from ZIOS to Purchaser on shipment from ZIOS distributor's facility. You must notify ZIOS within 20 days of the date of your invoice or acknowledgement if you believe any part of your purchase is missing, wrong, or damaged. Unless you provide ZIOS with a valid and correct tax exemption certificate applicable to your purchase of Product and the Product ship-to location, you are responsible for sales and other taxes associated with the order. Shipping dates are estimates only. Title to software will remain with the applicable licensor(s).

3. SHIPMENT AND DELIVERY
A. US Shipments - All Product shipments will be made FOB origin. For Products owned by ZIOS, title and risk of loss will transfer to Purchaser upon ZIOS tendering the Product for delivery to the carrier. ZIOS will ship Products using ZIOS's carrier of choice in accordance with ZIOS's shipping policies at the time of shipment. If Purchaser requests ZIOS prepay and bill Purchaser for freight charges, Purchaser agrees that ZIOS retains the right to choose the carrier. Notwithstanding anything to the contrary herein, additional charges may apply for unusually heavy or lame items or for shipment of materials designated as hazardous in accordance with Federal and/or International Air Transportation regulations. COD and additonal fees may also apply. Purchaser shall examine all Products upon receipt and shall notify ZIOS, as specified herein, of all discrepancies and refusal to accept delivery of purchased Product. Such notice shall be reasonably detailed and explain the discrepancy or why the purchased Product was refused. If Purchaser does not give ZIOS such notice as stated herein, Purchaser agrees that such Products have been accepted by Purchaser as of the date of shipment.

B. International Shipments - All shipments by ZIOS to Purchaser at an address outside of the United States or the District of Columbia are subject to additional terms and will not be made unless Purchaser and ZIOS have entered into ZIOS's International Fulfillment Agreement (IFA). Under certain circumstances, ZIOS may choose to ship Product to Purchasers located at an address outside of the United States or the District of Columbia. These shipments will be made FCA, ZIOS distributor's warehouse via ZIOS distributor's carrier of choice. Title and risk of loss will transfer to Purchaser upon ZIOS tendering the Product for delivery to the carrier. Purchaser will bear all the costs related to shipment and delivery. Purchaser shall examine all Products promptly upon receipt and shall notify ZIOS of all discrepancies or if rejection is intended within three (3) calendar days after receipt. Such notice shall be reasonably detailed and shall specify the discrepancy or reason for rejection. Failure to give such notice within such time shall be deemed an acceptance of the Products as of the date of shipment. If the approval of any government or governing organization is required with respect to these terms and conditions or the distribution of the Products including without limitation, giving legal effect to these terms and conditions, protecting intellectual property and other rights in the Products or compliance with exchange regulations, Purchaser will, at its expense, immediately take whatever steps may be necessary to secure such approvals. If any such approval requires or results in the deletion or amendment of any provision of these terms and conditions, then ZIOS will have the right to immediately terminate these terms and conditions.

4. WARRANTY
Product warranties, if any, are provided by the manufacturer or publisher of the Products. ZIOS makes no warranties whatsoever. ZIOS's sole obligation (and Purchaser's sole remedy) in the event of breach of any warranty shall be the repair or replacement of defective Products. IN NO EVENT SHALL ZIOS BE LIABLE FOR ANY CONSEQUENTIAL DAMAGES OR DAMAGES OF ANY KIND OR NATURE ALLEGED TO HAVE RESULTED FROM ANY BREACH OF WARRANTY. ZIOS DOES NOT WARRANT THE MERCHANTABILITY OF THE PRODUCTS OR THEIR FITNESS FOR ANY PARTICULAR PURPOSE. ZIOS MAKES NO WARRANTY, EXPRESSED OR IMPLIED, OTHER THAN THOSE SPECIFICALLY SET FORTH HEREIN.

5. PRODUCT RETURNS
A. Requirements - Purchaser must obtain a valid Return Material Authorization ("RMA") number from ZIOS distributor through ZIOS for all returns. RMAs will be issued, at ZIOS distributor's sole discretion, in accordance with their terms and conditions. Purchaser must provide its account number and all other information as required by ZIOS distributor for all returns. RMAs are valid for twenty (20) calendar days from the date of issuance. Purchaser must allow for in-transit time for Products to be returned to ZIOS distributor, as ZIOS distributor must physically receive Products within the twenty (20) calendar days. RMAs will be issued for authorized returns under one of the following categories: (i) defective Products, (ii) stock balancing, (iii) billing or shipping discrepancies, or (iv) damaged Product. Purchaser is responsible for ensuring that the RMA number is clearly visible on the address label of the Product packaging when it is returned to ZIOS distributor. ZIOS distributor will refuse delivery of any boxes without a valid, clearly visible RMA number as noted above. Overgoods are unauthorized returns. Any Products received by ZIOS distributor (i) without a valid RMA number, including Product shipments refused by Purchaser except those damaged in transit from ZIOS distributor to Purchaser or from ZIOS to Purchaser, (ii) later than twenty calendar (20) days from the RMA date, or (iii) in a condition unsuitable for resale (excluding defective Products), will be considered Overgoods. ZIOS distributor or ZIOS will return Overgoods to Purchaser, and will charge Purchaser a processing fee per shipment plus related freight charges. If Purchaser refuses the shipment of Overgoods from ZIOS distributor or ZIOS, or returns the Overgoods to ZIOS distributor or ZIOS a second time with ZIOS distributor nor ZIOS's prior authorization, Purchaser agrees to relinquish all right and title to and waives all claims against ZIOS for credit related to such Products. Notwithstanding anything to the contrary, ZIOS distributor and ZIOS reserve the right not to authorize the return of Products that are no longer in production or are being produced or published by a manufacturer or publisher that (i) is insolvent, (ii) has declared bankruptcy, or (iii) will not accept returns from ZIOS distributor.

B. Defective Product Returns - Defective returns are only for Products purchased from ZIOS that are inoperable or do not function in accordance with the specifications published by the manufacturer or publisher and are covered under the manufacturer's or publisher's warranty. All defective returns are subject to more restrictive manufacturer or publisher policies. Purchaser may request an RMA for the return of defective Products, excluding Special Order Products, within twenty (20) calendar days of invoice date. Purchaser's defective returns will be limited to a maximum of 15% of the value of Purchaser's Product purchases within the same vendor code as the defective Product during the twenty (20) calendar days prior to the RMA date, less any prior defective returns during that period. Upon receipt of the defective Product for which the RMA was issued, ZIOS distributor may test the Products and may return to Purchaser, at Purchaser's expense, any Products found not to be defective. Upon verification that the returned Product is defective, ZIOS distributor may, at ZIOS distributor's sole discretion, either (i) ship Purchaser a replacement Product, or (ii) provide Purchaser a credit equal to the lesser of the Product's invoice price or current replacement value less any applicable charges or fees. ZIOS reserves the right to require Purchaser to return defective Products directly to the manufacturer or publisher for replacement according to its defective Products return policy. ZIOS shall not be obligated to repair, replace, or issue credit to Purchaser for Products rendered defective, in whole or in part, by causes external to the Products, including, but not limited to, castastrophe, power failure or transients, overvoltage on interface, environment extremes, improper use, maintenance or application of the Products or use of unauthorized parts. Purchaser shall bear all risks of loss when returning defective Products.

C. Stock Balance Returns - Stock balance returns are only for Products purchased from ZIOS that are unopened and unused and can be resold as new. All stock balance Products returned must be in the manufacturer's original packaging and in condition suitable for resale including, but not limited to, without price tags or stickers or additional shrink wrapping, clean, undamaged and complete ("Stock Balance Condition"). All stock balance returns are subject to more restrictive manufacturer or publisher policies. Purchaser may request an RMA for the return of Products in Stock Balance Condition, except for Special Order Products, within twenty (20) calendar days of invoice date. Purchaser's stock balance returns will be limited to a maximum of 15% of the value of Purchaser's Product purchases within the same vendor code as the Product to be returned during the twenty (20) calendar days prior to the RMA date, less any prior stock balance returns during that period. Upon receipt of the Product for which the RMA was issued, ZIOS distributor will verify the condition of the Product. Any Products that are not in Stock Balance Condition will be considered Overgoods. ZIOS will return Overgoods to Purchaser and will charge Purchaser a processing fee per shipment returned to Purchaser plus related freight charges. Additional fees may apply to returned Products; e.g., rebox, label removal, reshrink, etc., that are not in Stock Balance Condition. Upon verification that the returned Product is in Stock Balance Condition, ZIOS distributor will issue a credit to Purchaser equal to the lesser of the Product's invoice price or current replacement value less any applicable charges or fees. If ZIOS distributor elects to restore returned Product to Stock Balance Condition instead of returning it to Purchaser, the credit to Purchaser will be net of ZIOS distributor's costs to return the Product to Stock Balance Condition. Purchaser shall pay all costs and bear all risks of loss when returning Products to ZIOS or ZIOS distributor.

D. Damaged Product Returns - Damaged Product returns are only for Products purchased from ZIOS and shipped via ZIOS's carrier of choice that are damaged in transit from ZIOS distributor to the Purchaser or from ZIOS to the Purchaser. Purchaser shall refuse any Product delivered in damaged condition. If the Product is received in damaged condition, Purchaser shall notify ZIOS and request an RMA within three (3) business days of receipt of such Product. Failure to notify ZIOS and request an RMA within such time shall be deemed an acceptance of the Product as of the date of shipment.

6. BILLING AND SHIPPING DISCREPANCIES
Billing and shipping discrepancies are for Products purchased from ZIOS that were invoiced or shipped incorrectly. These include lost shipments, short shipments, wrong sales, wrong shipments, and pricing/invoice errors. Purchaser may request an RMA for verified billing and shipping discrepancies related to Purchaser's authorized returns within twenty (20) calendar days of RMA date. Such notice shall be reasonably detailed and shall specify the discrepancy. Failure to give such notice within the time specified herein shall be deemed a waiver of Purchaser's rights to claim such discrepancy.

7. PATENT AND TRADEMARK INDEMNITY
ZIOS SHALL HAVE NOT DUTY TO DEFEND, INDEMNIFY, OR HOLD HARMLESS PURCHASER FROM AND AGAINST ANY OR ALL DAMAGES AND COST INCURRED BY PURCHASER ARISING FROM THE INFRINGEMENT OF PATENTS OR TRADEMARKS OR THE VIOLATION OF COPYRIGHTS BY PRODUCTS.

8. LIMITATION OF LIABILITY
ZIOS SHALL NOT BE LIABLE TO PURCHASER, OR ANY OTHER PARTY FOR ANY LOSS, DAMAGE, OR INJURY THAT RESULTS FROM THE USE OR APPLICATION BY PURCHASER, OR ANY OTHER PARTY, OF PRODUCTS DELIVERED TO PURCHASER, UNLESS THE LOSS OR DAMAGE RESULTS DIRECTLY FROM THE INTENTIONALLY TORTIOUS OR FRAUDULENT ACTS OR OMISSIONS OF ZIOS. IN NO EVENT SHALL ZIOS BE LIABLE TO PURCHASER OR ANY OTHER PARTY FOR LOSS, DAMAGE, OR INJURY OF ANY KIND OR NATURE ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND CONDITIONS, OR ANY AGREEMENT INTO WHICH THEY ARE INCORPORATED, OR ANY PERFORMANCE OR NONPERFORMANCE UNDER THESE TERMS AND CONDITIONS BY ZIOS, ITS EMPLOYEES, AGENTS, OR SUBCONTRACTORS, IN EXCESS OF NET PURCHASE PRICE OF THE PRODUCTS OR SERVICES ACTUALLY DELIVERED TO AND PAID FOR BY PURCHASER HEREUNDER. IN NO EVENT SHALL ZIOS LIABLE TO PURCHASER OR ANY OTHER PARTY FOR INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO LOSS OF GOOD WILL, LOSS OF ANTICIPATED PROFITS, OR OTHER ECONOMIC LOSS ARISING OUT OF OR IN CONNECTION WITH ZIOS'S BREACH OF, OR FAILURE TO PERFORM IN ACCORDANCE WITH ANY OF THESE TERMS AND CONDITIONS, OR THE FURNISHING, INSTALLATION, SERVICING, USE OR PERFORMANCE OF ANY PRODUCTS OR INFORMATION ZIOS SHALL PROVIDE HEREUNDER, EVEN IF NOTIFICATION HAS BEEN GIVEN AS TO THE POSSIBILITY OF SUCH DAMAGES. PURCHASER HEREBY EXPRESSLY WAIVES ANY AND ALL CLAIMS FOR SUCH DAMAGES. IN NO EVENT SHALL ZIOS HAVE ANY LIABILITY FOR ANY PRODUCTS USED FOR AVIATION, MEDICAL, LIFESAVING, LIFE SUSTAINING, OR NUCLEAR APPLICATIONS.

9. COMPLIANCE WITH US EXPORT LAWS
If Purchaser uses the Products outside the United States, Purchaser acknowledges that the Products are controlled for export by the US Department of Commerce and that the Products may require authorization prior to export from the United States or re-export. Purchaser agrees that it will not export, re-export, or otherwise distribute Products, or direct products thereof, in violation of any export control laws or regulations of the United States. Purchaser warrants that it will not export or re-export any Products with knowledge that they will be used in the design, development, production, or use of chemical, biological, nuclear, or ballistic weapons, or in a facility engaged in such activities, unless Purchaser has obtained prior approval from the Department of Commerce. Purchaser further warrants that it will not export or re-export, directly or indirectly, any Products to embargoed countries or sell Products to companies or individuals listed on the Denied Persons List published by the Department of Commerce.

10. RELATIONSHIP OF THE PARTIES
Purchaser's relationship with ZIOS will be that of an independent contractor. Purchaser will not have, and will not represent that it has, any power, right or authority to bind ZIOS, or to assume or create any obligation or responsibility, expressed, implied or by appearances, on behalf of ZIOS or in ZIOS's name, except as herein expressly provided. Nothing stated in these terms and conditions will be construed as constituting Purchaser and ZIOS as partners or as creating the relationships of employer/employee, franchisor/franchisee, or principal/agent between the parties. Purchaser will make no warranty, guarantee or representation, whether written or oral, on ZIOS's behalf.

11. MANUFACTURER, PUBLISHER, AND SUPPLIER RESTRICTIONS
If authorization for resale is required by the manufacturer or publisher of any Product, then ZIOS will not be obligated to sell such Product to Purchaser unless ZIOS has received notification of such authorization from the manufacturer or publisher. All Products delivered to Purchaser hereunder may have additional restrictions on their use required by the manufacturer or publisher. Purchaser is solely responsible for ensuring its adherence to any and all restrictions and requirements. If any supplier prohibits ZIOS from selling specific Products to Purchaser, then ZIOS reserves the right not to sell such Products to Purchaser.

12. CHOICE OF LAW/CHOICE OF FORUM
These terms and conditions (and any agreement into which they are incorporated) shall be construed, interpreted, and enforced under and in accordance with the internal laws of the State of Massachusetts, excluding its conflicts or choice of law rule or principles which might refer to the law of another jurisdiction. Purchaser agrees to exercise any right or remedy in connection with these terms and conditions exclusively in, and hereby submits to the jurisdiction of the State of Massachusetts. The state and federal courts situated in Massachusetts will have non-exclusive jurisdiction and venue over any dispute or controversy that arises out of these terms and conditions. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these terms and conditions.

13. PARTIAL INVALIDITY
If any provision of these terms and conditions shall be held to be invalid, illegal, or unenforceable, such provision shall be enforced to the fullest extent permitted by applicable law and the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

14. NO WAIVER
Failure or delay of ZIOS to exercise a right or power under these terms and conditions shall not operate as a waiver thereof, nor shall any single or partial exercise of a right or power preclude any other future exercise thereof.

15. CAPTIONS
The captions used herein are for reference purposes only and shall have no effect upon the construction or interpretation of any provisions herein.

16. GENERAL
These terms and conditions are the official terms and conditions of sale between ZIOS and Purchaser and may be amended from time to time without notice at ZIOS's sole discretion.

(revised 07/15/15)