This agreement contains the terms and conditions that apply to your purchase from NetBotz, Inc. ("NetBotz") that will be provided to you ("Customer") on orders for products. By accepting delivery of the products described on the invoice, Customer agrees to be bound by and accepts these terms and conditions. THESE TERMS AND CONDITIONS WILL APPLY (i) UNLESS THE CUSTOMER HAS SIGNED A SEPARATE FORMAL PURCHASE AGREEMENT WITH NETBOTZ IN WHICH CASE THE SEPARATE AGREEMENT SHALL GOVERN; OR (ii) UNLESS OTHER NETBOTZ STANDARD TERMS APPLY TO THE TRANSACTION. These terms and conditions are subject to change without prior written notice at any time in NetBotz's sole discretion.

1.       DELIVERY. All sales are E.X.W. Austin unless otherwise agreed and liability and risk of loss or damage thereto shall pass to Customer upon NetBotz's tender of delivery of the products to the carrier, and any loss or damage thereafter shall not relieve the Customer from any obligation hereunder.
2.       TITLE AND SECURITY. Title to products shall remain with NetBotz as security until payment in full for such product is received by NetBotz. To secure the full payment and performance by the Customer of its liabilities and performance hereunder, (i) NetBotz reserves for itself, and Customer grants to NetBotz a security interest in the products and all proceeds thereof; (ii) Customer agrees to execute all financing statements or other documents necessary to further reflect the grant or perfection of the security interest; and (iii) if Customer refuses or fails to execute any such documents, NetBotz is hereby appointed as Customer's attorney-in-fact to execute any such documents on Customer's behalf.
3.       PAYMENT TERMS. All invoices are due and payable thirty (30) days from date of invoice. No discounts are authorized. Shipment and performance of work shall at all times be subject to NetBotz's credit department and NetBotz may at any time decline to make any shipments or perform any work except upon receipt of payment or terms and conditions satisfactory to NetBotz. If in the judgment of NetBotz, the financial condition of Customer at any time does not justify continuation of production or shipment on the terms of payment originally specified, NetBotz may require full or partial payment in advance and in the event of bankruptcy or insolvency of Customer or in the event that a proceeding is brought by or against Customer under any bankruptcy or insolvency laws, NetBotz shall be entitled to cancel any order then outstanding.
4.       TAXES. The price does not include applicable US federal or state sales or use taxes, export or import charges, transportation or insurance charges, custom and duty fees, personal property or similar taxes, if any. All such taxes shall be paid by the Customer. Any tax NetBotz may be required to collect or pay upon the sale or delivery of the products shall be paid by Customer to NetBotz unless Customer provides direct payment authority or an exemption certificate valid in the state to which the products will be shipped.
5.       SOFTWARE LICENSES. Subject to the terms and conditions of this Agreement, NetBotz grants to Customer, during the term of this Agreement, a nonexclusive, nontransferable, non-sublicensable license ("License") to use the NetBotz software only as described in the NetBotz End User Software License(s). ALL SOFTWARE FEES ARE NON-REFUNDABLE.
6.       WARRANTY. Unless otherwise stated in writing, all products are sold subject to the NetBotz warranty in effect for such products at the time of acceptance of Customer's purchase order by NetBotz, a copy of such warranty will be furnished upon request. THE EXPRESSED WARRANTIES SET FORTH IN THE NETBOTZ WARRANTY ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ALL SUCH OTHER WARRANTIES ARE HEREBY DISCLAIMED AND EXCLUDED BY NETBOTZ.
7.       LIMITATION OF LIABILITY. In no event shall NetBotz's total liability to Customer (in connection with this transaction) for all damages exceed the amount (if any) actually paid by Customer to NetBotz hereunder. In no event shall NetBotz be liable for costs of procurement of substitute goods by Customer, any lost profits, loss of use, incidental, consequential or special damages or any other damages, even if NetBotz has been informed of such loss or damage. THE STATED EXPRESS WARRANTIES ABOVE ARE IN LIEU OF ALL OBLIGATIONS AND LIABILITIES ON THE PART OF NETBOTZ FOR DAMAGES, INCLUDING BUT NOT LIMITED TO SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE PRODUCTS.
8.       INDEMNIFICATION BY NETBOTZ. NetBotz agrees to indemnify, defend and hold Customer harmless from any and all damages finally awarded against Customer as a result of any judgment against Customer which claims that Products infringe any patent, provided Customer promptly notifies NetBotz in writing of the claim, and grants to NetBotz the sole control of the defense of any action and all negotiations for settlement and compromise. NetBotz shall not be liable for any claim of infringement based upon (i) any Product which is altered or modified without NetBotz's authorization; or (ii) use of any allegedly infringing version of a Product, if such alleged infringement could be avoided by the use of a different version supplied by NetBotz, provided, however, that such avoidance only applies from the time NetBotz notifies Customer of the different version and Customer can reasonably implement such different version.
9.       INDEMNIFICATION BY CUSTOMER. Customer agrees to indemnify, hold harmless, and defend NetBotz from and against all claims and lawsuits, including attorney's fees, which arise or result from Customer's use of products.
10.       PRODUCT; PRODUCT RETURNS. NetBotz may revise and discontinue products at any time. NetBotz will ship products that have the functionality and performance of the products ordered, but changes between what is shipped and what is described in a specification sheet are possible. Customer may return products that are dead on arrival in accordance with NetBotz standard return policies in effect on the date of the invoice.
11.       ARBITRATION: In the event a dispute arises between the parties in connection with this Agreement, it shall be settled by arbitration in accordance with the rules of the American Arbitration Association, and judgment upon any award resulting from such arbitration may be entered and enforced in a court having proper jurisdiction. Such arbitration shall be held in Austin, Texas, or such other location as the parties may agree.
12.       ASSIGNMENT. Except for merger, acquisition, or other corporate transaction, neither party shall assign this Agreement or any rights hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld.
13.       SEVERABILITY. If any provision of this Agreement shall be held illegal, unenforceable, or in conflict with any law having jurisdiction over this Agreement, the validity of the remaining portions or provisions hereof shall not be affected thereby.
14.       EXPORT RESTRICTIONS. Customer shall not directly export any Product purchased from NetBotz or any technical data derived therefrom to any country for which the United States Government or any agency thereof may require an export license or other governmental approval without first acquiring that license or approval. Customer will permit audits or review by NetBotz of any export activity of Customer regarding NetBotz Products, and Customer will not engage in any transaction or activity with any country, party, firm or company notified by the U. S. Department of Commerce Office of Export Administration to be unsuitable or listed on the table of denial orders.
15.       GOVERNING LAW. This Agreement shall be governed by and construed in according with the laws of the State of Texas, except for that body of law dealing with conflicts of law.
16.       ENTIRE AGREEMENT. This Agreement constitute and contain the complete agreement and understanding of the parties with respect to the subject matter hereof unless superseded by an agreement, statements between the parties relating to the subject matter hereof.