SALES TERMS:
ORIGINATIC PRODUCTS

These Sales Terms, together with the terms of any online store, quote, invoice, or order confirmation provided by Originatic by email, fax, mail or online (“Order Terms”), constitute the entire agreement (“Agreement”) between you (“Customer”) and Originatic LLC (“Originatic”) with respect to the Originatic brand products and Smart-Leaf brand products ordered by Customer and shipped to Customer from Originatic (“Products”). Customer shall be deemed to have accepted, and agreed to, these Sales Terms upon the first to occur of the following: Customer’s placement of an order for the Products, Customer’s payment for the Products, Customer’s receipt of delivery of the Products, and Customer’s use of the Products.

1. Order Terms. The Order Terms, if provided, may set forth the Products and the price of the Products (“Price”). The Order Terms may also set forth an estimated shipment date. Any such date shall represent Originatic’s best estimate, not a guarantee.

2. Shipment; Delivery; and Risk of Loss. All Products ordered by Customer shall be packed for shipment and storage in accordance with Originatic’s commercial practices. It is Customer’s obligation to notify Originatic in advance of any special packaging requirements (which shall be accommodated at Customer’s expense). Customer shall pay for freight and any desired insurance for the shipment of the Products. All orders are accepted subject to, and the obligation of Originatic to make deliveries is subject to, the right of Originatic to require of Customer at any time payment of any sum due Originatic on delivery (C.O.D.). If Customer refuses to accept C.O.D. shipments, then Originatic may, in addition to any other remedy to which it may be entitled in law or in equity, cancel any sales order, refuse to make further deliveries, and declare immediately due and payable all unpaid amounts. Each shipment shall be considered a separate and independent transaction, and payment therefor shall be made accordingly. THE ENTIRE RISK OF LOSS AND DAMAGE TO THE PRODUCTS SHALL PASS TO BUYER WHEN BUYER (OR BUYER’S COURIER) TAKES POSSESSION OF THE PRODUCTS.

3. Return Policy. In the event that Customer is dissatisfied with any Product for any reason, Customer may return the Product only in accordance with the steps set forth in this Section. For the first step, Customer shall notify Originatic of Customer’s intention to return a Product, and Customer shall provide such notice within fourteen (14) calendar days after such Product is delivered to Customer. If Customer fulfills the first step within such period, Originatic shall provide a return material authorization (“RMA”) slip or other return permission to Customer. For the second step, Customer shall ship the undesired Product to Originatic, and Customer shall return such Product in its original box and packaging including all media, cables, parts and documentation which were part of the original shipment to Customer, together with the RMA slip or other return permission issued by Originatic. Customer shall be responsible for properly packaging the Product, paying all shipping costs, loss or damage to the Product during shipping, and any other taxes, fees or charges associated with transporting the Product to Originatic. BUYER SHALL BE RESPONSIBLE FOR ANY DAMAGE TO THE PRODUCT DURING SHIPMENT TO SELLER. If Originatic determines that the returned Product has not been damaged due to misuse or noncompliance with the user’s manual related to the Product (“User’s Manual”), Originatic shall refund to Customer, the Price paid for such Product less a restocking fee equal to fifteen percent (15%) of such Price. If Customer’s order includes multiple Products of the same model, Customer may only return a single unit of such Product model under the procedures provided in this Section. The additional units of such Product model may only be returned if: (a) the box and packaging of such additional units have not been opened, and the seals have not been broken; and (b) Customer fulfills the first and second steps set forth above in this Section. If Customer ships a Product to Originatic without an RMA, Originatic shall have the right to decline receipt of such shipment, hold such Product and ship it back to Customer once Customer pays in advance for the cost of such shipment, and dispose of such Product if Customer fails to make such advance payment within ninety (90) days after Originatic’s notice to Customer.

4. Warranty.

4.1 Warranty Period. The warranty period, if any, for the Product shall begin on the date the Product is shipped to Customer and shall end upon the expiration of the warranty period, if any, set forth in the Order Terms (“Warranty Period”). Extended warranty periods shall only be available for (and shall only apply to) those Products which are computers (each, a “Computer Product”).

4.2 Technical Support. During the Warranty Period, Originatic shall provide product technical support to Customer for the Products in accordance with the level of support specified in the Order Terms. Originatic may provide such support directly or through its subcontractors. The scope of technical support shall consist of helping Customer to: (a) diagnose and resolve problems with defects in Products; and (b) reinstall the factory-installed operating system and factory-installed software to restore the Products to the original factory configuration. When contacting Originatic via telephone, long distance and other charges may apply, depending upon Customer’s calling area. Originatic may provide technical support via on-line, telephone and other methods. Originatic may change the means through which it provides technical support at any time.

4.3 Limited Warranty. Subject to Section 4.4 below, Originatic warrants that the Products shall be free from defects in materials and workmanship during the Warranty Period. Subject to Section 4.4 below, during the Warranty Period, Originatic shall, at its option: (a) provide replacement parts necessary to repair the defective Products; (b) repair the defective Products or replace them with comparable products; or (c) refund the amount Customer paid for the defective Products, LESS DEPRECIATION, UPON ITS RETURN; PROVIDED, HOWEVER, THAT: (A) CUSTOMER SHALL PAY FOR SHIPPING THE PRODUCT TO ORIGINATIC; AND (B) WARRANTY SERVICES DO NOT COVER SET-UP, INSTALLATION OR TRAINING. Replacement parts and products will be new or serviceably used, comparable in function and performance to the original part and warranted for the remainder of the original Warranty Period or, if longer, ninety (90) days after they are shipped to Customer.

4.4 LIMITATIONS OF WARRANTY. THE WARRANTY PROVIDED IN SECTION 4.3 DOES NOT COVER, AND SELLER IS NOT RESPONSIBLE FOR, THE FOLLOWING:

4.4.1 DAMAGES CAUSED BY EXPOSURE OF THE PRODUCTS TO DIRECT SUNLIGHT, RAIN OR OTHER PRECIPITATION;
4.4.2 DAMAGES CAUSED BY LIQUID EXCEPT FOR MINOR WATER SPILLS OR WATER SPLASHES ON THE SCREEN OR KEYBOARD OF THE COMPUTER PRODUCTS;
4.4.3 DAMAGES CAUSED BY NON-WATER SPILLS OR NON-WATER SPLASHES, SUCH AS SPILLS OR SPLASHES OF SYRUP, SODA OR BEVERAGES;
4.4.4 DAMAGES CAUSED BY USAGE THAT IS NOT IN ACCORDANCE WITH THE USER’S MANUAL;
4.4.5 DAMAGES CAUSED BY FAILURE TO FOLLOW THE INSTRUCTIONS IN THE USER’S MANUAL;
4.4.6 DAMAGES CAUSED BY FAILURE TO PERFORM PREVENTIVE MAINTENANCE;
4.4.7 DAMAGES CAUSED BY INTENTION, MISUSE, ABUSE, VANDALISM, ACCIDENTS, FIRE, THEFT, DISAPPEARANCE, MISPLACEMENT, POWER SURGES, VIRUSES, SPYWARE, RECKLESS, WILLFUL, OR INTENTIONAL CONDUCT;
4.4.8 MINOR IMPERFECTIONS IN PRODUCTS WHICH MEET DESIGN SPECIFICATIONS;
4.4.9 IMPERFECTIONS WHICH DO NOT MATERIALLY ALTER FUNCTIONALITY;
4.4.10 THE FACTORY-INSTALLED SOFTWARE, OPERATING SYSTEMS AND OTHER SOFTWARE PROGRAMS WHICH ARE NOT MANUFACTURED BY SELLER;
4.4.11 ANY SOFTWARE INSTALLED AFTER SHIPMENT OF THE PRODUCTS;
4.4.12 SOFTWARE, INCLUDING THE OPERATING SYSTEM AND SOFTWARE ADDED TO BUYER’S PRODUCT THROUGH SELLER’S FACTORY-INTEGRATION SYSTEM, THIRD-PARTY SOFTWARE, OR THE RELOADING OF SOFTWARE;
4.4.13 ANY HARDWARE MALFUNCTION OR INOPERABILITY CAUSED BY SOFTWARE INSTALLED ON THE PRODUCTS;
4.4.14 DAMAGES CAUSED BY THE COMBINATION OF PRODUCTS WITH OTHER NON-SELLER BRANDED PRODUCTS, ACCESSORIES, PARTS OR COMPONENTS;
4.4.15 ANY EQUIPMENT OR COMPONENTS WHICH WERE NOT INCLUDED IN THE PRODUCTS AS ORIGINALLY SOLD TO BUYER;
4.4.16 DAMAGES CAUSED BY SERVICING NOT AUTHORIZED BY SELLER;
4.4.17 NORMAL WEAR AND TEAR;
4.4.18 COSMETIC DAMAGE WHICH DOES NOT AFFECT FUNCTIONALITY;
4.4.19 PRODUCTS WHERE SELLER’S SERIAL NUMBER IS MISSING, ALTERED OR DEFACED; OR
4.4.20 THE PERFORMANCE OF SET-UP, INSTALLATION, OR TRAINING SERVICES.

4.5 Procedures to Obtain Warranty Service. If the Product has a defect covered by the warranty provided in Section 4.3, Customer shall comply with this Section 4.5 to qualify for receiving warranty service from Originatic or its authorized contractor.

4.5.1 Customer shall assist Originatic or its specified contractor, in diagnosing issues with the Product, and Customer shall follow Originatic’s warranty processes.
4.5.2 Customer shall obtain warranty service from Originatic or its authorized service agent specified by Originatic. Originatic shall not reimburse Customer for any service performed by others.
4.5.3 Customer may be required to deliver and retrieve the Product to and from Originatic or an authorized service facility specified by Originatic at Customer’s expense. When sending a Product to Originatic or the authorized service facility specified by Originatic, Customer must deliver the Product, freight prepaid, in either its original packaging or packaging affording an equal degree of protection. Customer shall be responsible for properly packaging the Product, paying all shipping costs, loss or damage to the Product during shipping, and any other taxes, fees or charges associated with transporting the Product to an authorized Originatic service facility. BUYER SHALL BE RESPONSIBLE FOR ANY DAMAGE TO THE PRODUCT DURING SHIPMENT TO SELLER.
4.5.4 Before providing the Product to Originatic for service, Customer shall remove any and all confidential, proprietary or personal information, and removable media, such as memory sticks, cards, CDs, and floppy disks.
4.5.5 If Originatic asks Customer to return defective parts or products, Customer must do so within seven (7) calendar days after Customer receives the replacement parts or products. Originatic may charge Customer for the replacement parts or products if Customer fails to do so.
4.5.6 IT SHALL BE BUYER’S RESPONSIBILITY TO BACK UP THE CONTENTS OF BUYER’S HARD DRIVE BEFORE SERVICES ARE PERFORMED AND REMOVE ANY DATA FROM PARTS OR PRODUCTS RETURNED TO SELLER, INCLUDING, WITHOUT LIMITATION, ANY DATA ANF FILES BUYER HAS STORED, ANY SOFTWARE BUYER HAS INSTALLED ON THE HARD DRIVE, AND ANY SOFTWARE CONFIGURATIONS AND ARCHITECTURE SETUP BY BUYER. It is possible that the contents of Product hard drive will be lost or reformatted in the course of service, and Originatic shall not be responsible for any damage to or loss of any programs, files, data, or other information stored on any media or any part of any Product serviced. IF, DURING THE REPAIR OF THE PRODUCT, THE CONTENTS OF THE HARD DRIVE ARE ALTERED, DELETED, OR IN ANY WAY MODIFIED, SELLER SHALL NOT BE RESPONSIBLE FOR ANY LOSS OF OR DAMAGE TO BUYER’S DATA WHATSOEVER. WITH RESPECT TO DATA AND FACTORY-INSTALLED SOFTWARE, SELLER MAY, AT ITS OPTION, RETURN THE PRODUCT TO BUYER AS ORIGINALLY CONFIGURED UPON PURCHASE, SUBJECT TO AVAILABILITY OF SOFTWARE.

4.6 IMPLIED WARRANTIES. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE IS LIMITED IN DURATION TO THE DURATION OF THE APPLICABLE WARRANTY PERIOD.

4.7 Commercial Purchasers. Originatic extends the warranty provided in Section 4.3 to purchasers of Products for industrial, commercial and business use upon the same terms and conditions and exclusions applicable to consumer purchasers. HOWEVER, WITH RESPECT TO COMMERCIAL BUYERS, ALL IMPLIED WARRANTIES ARE EXCLUDED AND DISCLAIMED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES OF NON-INFRINGEMENT OF INTELLECTUAL PROPERTY.

5. NO SPECIAL DAMAGES. SELLER SHALL NOT BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES FOR BREACH OF ANY EXPRESS OR IMPLIED WARRANTY, INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, LOST PROFITS, LOST DATA OR OTHER CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES, HOWSOEVER CAUSED, WHETHER FOR BREACH OF WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE.

6. LIMITATION OF LIABILITY. SELLER’S AND BUYER’S MAXIMUM LIABILITY TO THE OTHER RELATED TO A CLAIM IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO THE PURCHASE PRICE BUYER PAID FOR THE PRODUCTS RELATED TO SUCH CLAIM PLUS INTEREST ALLOWED BY LAW.

7. THIRD PARTY COMPLIMENTARY PRODUCTS. THIS AGREEMENT APPLIES ONLY TO THE ORIGINATIC AND SMART-LEAF BRAND PRODUCTS SOLD AND SHIPPED BY SELLER. THIS AGREEMENT SHALL NOT APPLY TO ANY PRODUCTS OR SERVICES SOLD OR SHIPPED BY THIRD PARTY MANUFACTURERS. WITHOUT LIMITING THE FOREGOING, THIS AGREEMENT SHALL NOT APPLY TO: (A) ANY NON-ORIGINATIC OR NON-SMART-LEAF ACCESSORIES OR COMPLIMENTARY PRODUCTS; (B) CHIEF PRODUCTS OR OTHER PRODUCTS MADE BY CSAV INC.; (C) PRODUCTS MADE BY PEERLESS INDUSTRIES, INC.; OR (D) SKINS, MOUNTING KITS, STANDS OR CASES OFFERED BY SELLER’S AFFILIATES OR OTHER THIRD PARTIES WHICH MAY BE REFERRED TO BUYER BY SELLER.

8. Loaner Terms.

8.1 Leased Product. The terms provided in this Article 8 shall apply to, and govern, the lease of Computer Products (each, a “Leased Product”) to Customer in connection with Originatic’s loaner program. To the extent that any terms of this Article 8 conflict with any terms of any other Section of this Agreement, such terms of this Article 8 shall control.

8.2 Demonstration Model. Customer acknowledges that the Leased Product may be a test sample or a demonstration sample, and that it may have been previously used or leased by others.

8.3 Lease Fee. Customer shall pay the periodic lease fee charged by Originatic; provided, however, that Originatic shall provide Customer with a credit for the first week of the lease, provided that: (a) Customer purchases at least one unit of the Leased Product within thirty (30) days after Originatic receives the returned Leased Product from Customer; and (b) Customer complies with all of the terms and conditions of this Agreement.

8.4 Deposit. Upon placement of the order for a Leased Product, Customer shall pay to Originatic, the deposit amount specified in the Order Terms. After Originatic’s receipt and inspection of the Leased Product returned by Customer, Originatic shall credit Customer such deposit amount provided that Customer has fully complied with all of the terms and conditions of this Agreement. Originatic shall have the right to retain part or all of such deposit amount in the event that: (a) Customer owes any amount under this Article 8 of this Agreement; (b) the Leased Product is returned damaged; or (b) Customer has breached any of its obligations under this Article 8 of this Agreement.

8.5 Conversion to Sale. If Originatic has not received the Leased Product for more than thirty (30) days past the ordered lease period, Originatic shall have the right to charge to Customer, Originatic’s current list price for the model of the Leased Product, less: (a) fifteen percent (15%) of such list price; and (b) the lease fees previously paid. Upon such payment, Customer shall be the owner of the Leased Product, subject to the warranty disclaimers set forth in Section 9 below. Customer acknowledges that such fifteen percent (15%) reduction adequately reduces the list price to account for the used state of the Leased Product.

8.6 Credit Card Authorization. Customer shall use its credit card to place the order for the Leased Product. Customer hereby authorizes Originatic to charge such credit card for any and all amounts due to Originatic under this Agreement.

8.7 Lease. Customer shall have a limited, nontransferable, revocable right to use the Leased Product on a trial basis only for the lease period ordered by Customer, provided that: (a) Customer keeps the Leased Product at the shipment address specified by Customer when ordering the Leased Product; (b) Customer pays the lease fees for the period between the delivery of the Leased Product to Customer and the return delivery of the Leased Product to Originatic; and (c) Customer fully complies with all of the terms and conditions of this Agreement.

8.8 Shipping. Customer shall pay for all costs related to the shipping of the Leased Product to and from Customer, including, without limitation, customs, duties and brokerage fees. When returning the Leased Product to Originatic, Customer shall ship the Leased Product to Originatic by air using one of the following couriers: FedEx, DHL, or UPS. When returning the Leased Product, Customer shall purchase shipping insurance for a value of USD $2,000.00. Customer shall repackage the Leased Product using the same inserts, and with all of the same contents and package, provided by Originatic. If Customer ships the Leased Product to Originatic without satisfying all of the requirements of this Section, Customer shall owe and pay an excess wear fee of USD $200.00.

8.9 Care / No Tampering. Customer shall use the Leased Product in accordance with the user manual made accessible to Customer from Originatic. Customer shall not open the housing of the Leased Product or disassemble the Leased Product in any way, shape or form. Customer shall not alter, switch or change the operating system of the Leased Product. Customer shall be responsible for any damage which might occur to the Leased Product between the date of Customer’s receipt of the Leased Product and the date of Originatic’s receipt of the Leased Product from Customer. If Originatic determines that Customer has opened the housing or changed the operating system, Customer shall owe and pay a tampering fee of USD $200.00. In addition, Customer shall owe and pay for the cost of labor and materials to make the repairs for any damage caused by Customer.

8.10 NO WARRANTY. THE LEASE PRODUCT SHALL BE PROVIDED “AS IS.” ORIGINATIC HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESSED OR IMPLIED, AS TO THE DESIGN, PERFORMANCE, MERCHANTABILITY OR FITNESS OF THE LEASED PRODUCT. ORIGINATIC SHALL NOT BE REQUIRED TO PROVIDE ANY SUPPORT, REPAIRS OR SERVICES WITH RESPECT TO THE LEASED PRODUCT.

8.11 General Lease Terms. Title to the Leased Product shall remain with Originatic, subject to Section 8.5 above. The term of the rights and obligations under Article 8 of this Agreement shall begin on the Effective Date. Customer’s rights under Article 8 of this Agreement shall terminate on the expiration of the lease period ordered by Customer, subject to Section 8.5 above. Customer’s obligations under Article 8 of this Agreement shall remain in effect until Originatic receives the returned delivery of the Leased Product, together with all payments owed to Originatic under this Article 8. Originatic may immediately terminate all of Customer’s rights under Article 8 of this Agreement if Customer breaches any term or condition of this Agreement. Customer shall not assign any of its rights under Article 8 of this Agreement to any third party.

9. Patient Information. If Customer’s business is in the medical field, Customer acknowledges the possibility that Customer or end-users may input into the Products, patient data or confidential protected health information, including any “protected health information” as defined by State or Federal law, such as the Health Insurance Portability and Accountability Act of 1996 (HIPAA) (collectively, “Patient Information”). Before returning any such Product to Originatic, Customer shall: (a) delete all Patient Information from the Product; (b) empty all data file garbage bins of the Product; and (c) otherwise remove all visible icons, folders and files which include, or pertain to, Patent Information.

10. Additional Rights Under Applicable Law. Some states or jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, or allow limitations on how long an implied warranty lasts, so the limitations set forth in this Agreement may not apply to Customer.

11. Force Majeure. Originatic shall not be liable for delay or other failure of performance due to causes beyond its reasonable control, including, without limitation, acts of God, acts of Customer, acts of military or civil authorities, natural disasters, weather, fire or other casualty, strikes, lock-outs, epidemic, war, riot, acts of terrorism, delays in transportation or inability to obtain necessary labor, materials, components or utilities through Originatic’s usual and regular sources at their usual and regular prices.

12. Entire Agreement. This Agreement, including the Order Terms and the information in the User’s Manual related to proper and improper use and care of the Product, constitutes the entire agreement between Originatic and Customer, and this Agreement supersedes any previous agreements or understandings, whether oral or written. This Agreement expressly excludes and rejects any and all purchase orders, purchase order acknowledgments, and all terms therein. No promise, inducement or agreement not herein expressed has been made to Customer by Originatic or by anyone acting on Originatic’s behalf except as expressly stated in this Agreement.

13. Waivers and Amendments. Any waiver of any term or condition of this Agreement, or any amendment or supplementation of this Agreement, shall be effective only if in writing signed by Originatic and Customer. A waiver of any breach or failure to enforce any of the terms or conditions of this Agreement shall not in any way affect, limit or waive Originatic or Customer’s rights hereunder at any time to enforce strict compliance thereafter with every term or condition of this Agreement.

14. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without giving effect to its conflict of laws principles. The provisions of the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

15. Dispute Resolution and Arbitration.

15.1 Dispute. For the purposes of this Article 15, the term "Dispute" shall mean any dispute, controversy, or claim arising out of or relating to: (a) this Agreement, its interpretation, or the breach, termination, applicability or validity of this Agreement; (b) the related order for, purchase, delivery, receipt or use of any Product or service from Originatic Group; or (c) any other dispute arising out of or relating to the relationship between Customer Group and Originatic Group. For purposes of this Article 15, the term "Originatic Group" shall mean Originatic LLC, its parents, subsidiaries, affiliates, stockholders, directors, officers, employees, agents, beneficiaries, assignees, successors in interest, component suppliers (both hardware and software), and any third party which provides products or services purchased from or distributed by Originatic. For purposes of this Article 15, the term "Customer Group" shall mean Customer, or those in privity with Customer, such as family members or beneficiaries.

15.2 No Lawsuit in Court. No member of Originatic Group or Customer Group shall submit any Dispute (defined below) to any court of law. Originatic Group and Customer Group hereby forfeit their right to file and litigate a lawsuit in a court of law relating to a Dispute. Customer Group understands that, in the absence of this Article 15, Customer would have had a right to litigate disputes through a court, including the right, if any and subject to the rules of Customer’s jurisdiction, to litigate claims on a class-wide or class-action basis, and that Customer Group has expressly and knowingly waived those rights and agreed to resolve any Disputes through binding arbitration in accordance with the provisions of this Article 15. This arbitration provision shall be governed by the Federal Arbitration Act, 9 U.S.C. Section 1, et seq.

15.3 American Arbitration Association. Originatic and Customer may each provide the other party with written notice of its intention to initiate arbitration with respect to any Dispute. If Originatic and Customer do not amicably resolve or settle the Dispute in writing within thirty (30) days after such notice, the notifying party shall have the right to submit such Dispute to the American Arbitration Association ("AAA") for binding resolution. Any such Dispute shall be resolved exclusively and finally by the AAA. If, on the date of Customer’s first payment toward the Product, Customer was a corporation, company, business or other organization, the AAA shall use the AAA's Commercial Rules to govern the arbitration proceeding. If, on the date of Customer’s first payment toward the Product, Customer was an individual, the AAA shall use the AAA's Consumer Procedures to govern the arbitration proceeding. Originatic and Customer shall agree upon another arbitration forum if AAA ceases all of its operations. The arbitration shall be conducted before a single arbitrator and will be limited solely to the Dispute between Originatic and Customer. The arbitration, or any portion of it, shall not be consolidated with any other arbitration and shall not be conducted on a class-wide or class action basis.

15.4 Selection of Arbitrator. Originatic and Customer shall confer after service of written notice of arbitration to select a single agreed-upon arbitrator to adjudicate the Dispute. If Customer and Originatic are unable to agree upon an arbitrator within thirty (30) days after the date of such notice, the AAA shall assign an arbitrator. Any decision or award rendered in such arbitration proceeding shall be final and binding on Originatic Group and Customer Group, and judgment may be entered thereon only in the State or Federal courts in and for Cook County, Illinois. The prevailing party shall be entitled to recover its reasonable attorneys' fees and costs incurred from, and after the date of, providing notice of arbitration to the other party as a result of any such Dispute.

15.5 Substantive Law; Limitations on Award; Place; Language. In the arbitration, the arbitrator shall apply the laws of the State of Delaware, excluding its conflict of law principles. The arbitrator shall not have the right to award treble damages or punitive damages. The location of the arbitration shall be in Chicago, Illinois, and the arbitration shall be conducted in the English language.

15.6 AAA Contact Information. Information may be obtained from the AAA online at www.adr.org, by calling 1-800-778-7879 or by writing to 1633 Broadway, 10th Floor, New York, New York 10019.

16. Severability. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, or becomes invalid or unenforceable by operation of law, the remainder of this Agreement shall continue in full force and effect.

17. For Residents of Canada. This Agreement is subject to the applicable provisions of Canadian consumer protection laws that cannot be derogated from by private agreement.

18. International Support. Customer shall comply with all applicable export laws and regulations if Customer exports the Product from the United States or Canada. Originatic shall not accept for return, any Products which Customer has purchased from a reseller. Customers outside of the United States may, at Originatic’s discretion, be responsible for paying all freight charges incurred in shipping, importing/exporting and receiving replacement products and parts and for arranging and paying for the shipment of any defective parts back to the Originatic. All international customers shall be responsible for all customs duties, VAT and other associated taxes and charges.

19. Export Laws and Regulations; Permits and Approvals. Customer shall obtain and maintain, at its own expense, any United States or non-United States governmental consents, authorizations, approvals, filings, permits, or licenses required for it to export or import any Product.

20. Notice. Please send correspondence about this Agreement to the following address or an updated address which Originatic may post at its website:

Originatic LLC
28 E. Jackson Boulevard
Suite 10-C82
Chicago, Illinois 60604

Current information on technical support and warranty policies, phone numbers and other service information is available on Originatic’s websites: www.originatic.com and www.smart-leaf.com.

Rev. 0528090657