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1. DEFINITIONS AND CONFLICTING TERMS. "BUYER" shall mean the person or entity described on the face of invoice as the "BILL TO". "GOODS" shall mean all the Products and/or Services described on the face of invoice as sold to BUYER. These General Terms and Conditions of Sale shall apply to all sales of Goods sold to Buyer by "SELLER" called HyperData. Notwithstanding anything in Buyer's form of Purchase Order or other order form to the contrary, Buyer's acceptance of the Goods shall constitute an affirmation by Buyer that the terms and conditions set forth herein govern the purchase and sale of the Goods. In the event that any terms in Buyer's order forms are in addition to, in conflict with, or are different from the terms and conditions herein, such additional or conflicting terms shall be of no force, shall have no effect on this transaction, only the HYPERDATA GENERAL TERMS AND CONDITIONS OF SALE contained herein shall apply.

2. PURCHASE PRICE AND AVAILABILITY. Buyer agrees to pay the total purchase price including shipping and handling, if any, as specified on the front of Seller's invoice and any sales or other applicable taxes levied on or measured by such purchase price. Seller reserves the right by giving notice to the Buyer at any time before delivery to increase the price of such of Goods as have not been delivered. Prices, promotions and availability are subject to change without any notice.

3. PAYMENT TERMS AND RETURNED CHECKS. Payment shall be made in full according to the terms shown on the front of Seller's invoice. All amounts not paid within said term shall be subjected to a late fee of one and one-half percent (1½%) per month prorated by eighteen percent (18%) per annum, or such lower rate as may be the maximum allowable by law. Additionally, Buyer shall pay a fee of $20.00 USD for any checks returned unpaid to Seller for any reason.

4. TITLE AND RISK OF LOSS, DELIVERY AND TRANSPORTATION. SELLER RETAINS SECURITY INTEREST IN GOODS UNTIL FULL PAYMENT IS PERFECTED. Unless otherwise specified in Seller's invoice, shipping terms are F.O.B. point of origin. Title and risk of loss or damage to the Goods shall pass to Buyer upon Seller's delivery to carrier, or in the case of services, when services are completed. Services by Seller shall be deemed to be "Completed" either when fees for services are invoiced by Seller to Buyer, or in the event where services are to be performed on Goods at the Seller's facility, when the Goods upon which services have been performed are delivered to carrier. Buyer shall pay all freight, handling, packing, delivery, insurance, brokerage, tax, duty and other charges which may incur during shipments of Goods. Choice of transportation, carrier, shipping method and route shall be at Seller's election unless specified by Buyer in writing. Any claims resulting from Goods lost or damaged in transit, or claims of shortages received or of shipment tampering must be filed by Buyer exclusively with the carrier.

5. INSPECTION AND ACCEPTANCE. Upon receipt of Goods, Buyer agrees to diligently inspect and/or test the Goods. After inspection, The Goods shall be deemed accepted by Buyer unless Buyer provides Seller a timely written notice specifically noting any defects or discrepancies in the quality or quantity of Goods received. Such inspection shall be completed promptly. In any event, all notices regarding nonconforming Goods, rejection or revocation of acceptance must be made in writing and received by Seller no later than 10 days from the date of Seller's invoice, which Buyer agrees is a reasonable time frame within which to diligently inspect and provide notice to Seller. Buyer waives any right to reject the shipment or revoke acceptance thereafter.

6. NON-CHANGEABLE, NON-CANCELABLE, NON-RETURNABLE AND NON-RESCHEDULABLE(NCCRR) GOODS. Any Goods that is or becomes designated as NCCRR (NON-CHANGEABLE, NON-CANCELABLE, NON-RETURNABLE AND NON-RESCHEDULABLE) or Buyer Specific shall be strictly considered as NON-CHANGEABLE, NON-CANCELABLE, NON-RETURNABLE AND NON-RESCHEDULABLE. Buyer assumes full liability for payment whether NCCRR Goods have been delivered, are being held in Seller's inventory or being processed in part or in whole. (such as Sunlight readable units, Ruggedize, Semi-Ruggedize units)

7. REFUSED OR RE-ROUTE SHIPMENT. If Buyer refuses shipment and/or attempts to cancel or rescind this Agreement without any legal excuse, Seller may opt to recover liquidated damages, consisting of 15% of the total price on Seller's invoice plus all freight and handling charges. Notwithstanding the foregoing, Seller may refuse the return of Goods and seek its remedies under applicable law. Buyer shall pay all extra routing charges for any re-route shipment incurred by Buyer's instruction or incorrect shipping information including, but not limited to, wrong address or wrong freight collect information.

8. EXPORTATION AND COMPLIANCE WITH EXPORT LAWS. Buyer agrees not to directly or indirectly export any Goods (whether or not modified by services) including, but not limited to, parts, equipment, software, technical data/documentation or technology without first obtaining the required U.S. Government export licenses. Buyer agrees to comply with all U.S. export laws and regulations. Buyer agrees not to, and agrees not to permit any of its customers to, sell, market, export, transfer, or re-export Goods, products (including software with encryption), services, technical data or technology to any restricted country or to any company, individual or governmental entity listed in the Table of Denial Orders published from time to time by the U.S. Government (called denied parties). If it exports any Goods, Buyer shall be the exporter of record and shall obtain any licenses or authorizations from the U.S. Department of Commerce or the U.S. Department of State required for the export or re-export of any Goods, products (or encrypted products), services, technical data or technology. The Buyer agrees to indemnify, defend and hold Seller and any of Seller's suppliers harmless from and against any and all liabilities, losses, claims, complaints, damages and expenses (including, but not limited to, reasonable attorney fees, court costs, costs of investigation and defense, and any other related expenses) suffered, sustained, incurred, arising from Buyer's failure to comply with this section.

9. INTELLECTUAL PROPERTY. Seller shall have no liability or obligation in connection with any claims of infringement to any patent, trademark, copyright, trade secret or other proprietary intellectual property. Seller disclaims all other liability related to any intellectual property.

10. LIMITED WARRANTY. Seller warrants Goods to be in good working condition as to materials and workmanship for a period of one year (twelve months) from the date of Seller's invoice unless otherwise specified or by the manufacturer's own warranty policy. All warranty dates or time periods shall commence from Seller's invoice date set forth in Seller's invoice. The notebook computer battery is excluded under the twelve-month warranty coverage. The notebook computer battery has (3) three-month warranty coverage due to the battery being a consumable and wear out component. The LCD Screen of The notebook computer may have (6) red, green, blue, bright or dark spots called "On-Pixels" that often appear on LCD Screens. According to the specification from LCD Manufacturers, the existence of six "On-Pixels" is permissible and has met the Manufacturer QA Standards. Therefore in such an instance the Seller has no obligations to issue a sale return or replacement. All Goods made by original manufacturer other than Seller are sold "AS IS" and may carry a limited warranty as granted by its respective manufacturer. Seller in no way claims responsibility for these Goods or its warranty. All CPU, Memory, hard disk drive, or any other part which was not included in the computer system as sold, special order Goods, repaired parts, refurbished parts, repair or labor are warranted 30 days only. Other specified warranty period might be indicated on the face of Seller's invoice. No repair, replacement or reperformance shall extend any warranty.

11. WARRANTY DISCLAIMER AND LIMITATIONS. Buyer agrees and acknowledges that Seller acts solely as a System Integrator or Distributor of the Goods and the Manufacturer, Licensor, or other Supplier of the Goods is solely responsible to Buyer. THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, WHETHER ORAL, WRITTEN, EXPRESS, OR IMPLIED. SELLER DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO (A) THE MERCHANTABILITY OF GOODS, (B) THE FITNESS OF GOODS FOR ANY PARTICULAR PURPOSE OR USE OF BUYER, (C) WHETHER THE USE OF THE GOODS SHALL BE UNINTERRUPTED OR ERROR FREE, (D) ANY EXPRESS OR IMPLIED WARRANTIES, (E) ARISING BY ANY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE, (F) NONINFRINGEMENT OR (G) TITLE TO SOFTWARE. Seller does not warrant the use or results of use of the Goods in terms of Compatibility, Correctness, Accuracy, or Reliability. No warranty by the Seller, Manufacturer, Licensor or other suppliers shall apply to any Goods which have been subjected to abuse, misuse, alteration, neglect, accident, unauthorized repair or installation, Non-Seller's components, tampered warranty seals, broken assembly trace, improper freight handling or shipping abuse, as determined solely by Seller, are not covered by this warranty. Any alterations, additions, improvements, patches or attachments to the Goods not authorized in writing by Seller shall be deemed to be a waiver of this warranty by Buyer and shall render this warranty null and void. If technical advice is offered or provided in connection with the sale of any Goods it is provided as an accommodation to Buyer, without charge, and Seller does not warrant and has no responsibility or liability whatsoever for the content of or use of such advice.

12. LIMITATION OF LIABILITY. IN NO EVENT SHALL SELLER'S LIABILITY ARISING IN CONNECTION WITH OR UNDER THIS AGREEMENT (WHETHER UNDER THE THEORIES OF BREACH OF CONTRACT, TORT, MISREPRESENTATION, FRAUD, WARRANTY, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER THEORY OF LAW) EXCEED THE PURCHASE PRICE, CURRENT MARKET VALUE OR RESIDUAL VALUE OF GOODS WHICHEVER IS LESS.

13. LIMITATION OF DAMAGES. BUYER SHALL IN NO EVENT BE ENTITLED TO, AND SELLER SHALL NOT BE LIABLE FOR, DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY NATURE, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFIT OR REVENUE, PROMOTIONAL AND/OR MANUFACTURING EXPENSES, OVERHEAD, SOFTWARE COMPATIBILITY, Y2K INCOMPATIBILITY, INJURY TO REPUTATION AND/OR LOSS OF USE, CUSTOMERS OR DATA.

14. INDEMNIFICATION AND RESTRICTION. The Buyer agrees to indemnify, defend and hold Seller and any of Seller's suppliers harmless from and against any and all liabilities, injuries, deaths, losses, claims, complaints, damages and expenses (including, but not limited to, reasonable attorney fees, court costs, costs of investigation and defense, and other related expenses) suffered, sustained, incurred, arising from the use and operation of the purchase Goods. The Goods sold by the Seller are not designed to be used and operated with any life support equipment, human implantation, medical devices, nuclear system, weapon, aviation, mass transit or any application where failure or malfunction could lead to possible loss of life, catastrophic property damage or any other critical situations. Therefore, Buyer takes its own risk if the Goods are resold for those purposes. Buyer agrees to take full responsibility for any forms of direct, indirect, special, incidental, consequential or punitive damage, arising out of the purchase and operation of the Goods.

15. BUREAU OF ELECTRONIC AND APPLIANCE REPAIR (BEAR) SERVICE DEALER LICENSING. Seller is a registered "Service Dealer" with the State of California, Department of Consumer Affairs, Bureau of Electron and Appliance Repair. Seller's Service Dealer number is E79288 and this registration number is not transferable. Seller engages in or holds himself out to the public as offering repair, service or maintenance of computer and electronic systems. "An estimate as required (Section 9844 of the California Business and Professions Code) for repairs shall be given to the customer by the Service Dealer in writing, and the Service Dealer may not charge work done or parts supplied in excess of the estimate without prior consent of the Buyer, customers or consumers. Where provided in writing, the Service Dealer may charge a reasonable fee for services provided in determining the nature of the malfunction in preparation of a written estimate for repair. For information, Buyer can contact "The Bureau of Electronic and Appliance Repair, Department of Consumer Affairs, Sacramento 95814.""

16. RETURN MERCHANDISE AUTHORIZATON (RMA). RETURN MERCHANDISE FOR SERVICE OR REPAIR ONLY. The Customer Service Department is open Monday through Friday from 9:00 AM to 6:00 PM (PST) and the number is (909) 468-2933. To obtain a "Return Merchandise Authorization" (RMA) Number, Buyer must contact Seller's Customer Service and provide an copy of Seller's invoice, Seller's invoice number (usually it's the first number on the most right upper corner of invoice face), customer ID number (usually it's the second number on the most right upper corner of invoice face), serial number on the Goods, date of Seller's invoice, nature of the problem and completed RMA request form. The RMA number is only valid for 10 days from issuance of RMA number. Buyer must MARK THE RMA NUMBER ON THE OUTSIDE OF RETURN PACKAGE, describe nature of the problem, and attach an inventory checking list and Seller's invoice copy of RMA Goods. Buyer shall be solely responsible for the data on all RMA Goods. It is strongly suggested that Buyer backup all the data before sending to Seller the RMA Goods. Seller is under no obligation to backup or transfer data on the RMA Goods, and shall bear no liability for any data lost or destroyed. Any RMA Goods sent to Seller C.O.D., freight collect, or with unauthorized / expired / invalid RMA number will be refused. Therefore, Buyer must prepay the incoming freight, insure and securely package the Goods. Seller is not responsible for any loss or damage during transit. Replacement (at Seller's solely discretion) or repairs will be made after Seller received RMA Goods. No advance replacement is available. Buyer shall pay all estimates, diagnostics, labor, parts, testing, handling fees and outbound freight for out of warranty repairs. If any RMA merchandise is determined to not have been sold by Seller, is out of warranty, is within warranty and found to be not defective, or if Buyer choose not to repair the product, Buyer shall nevertheless pay the labor cost for estimates, handling fees and outbound freight. Seller will only pay ground or surface outbound freight for warranty Goods shipped throughout the continental United States. Seller is not responsible for any incoming, outgoing freight and other fees incurred by any package shipped throughout any country or US territory other than the continental United States. Buyer agrees to pay expedited service fees per Buyer's request. If RMA Goods are sent back to Seller from any country or US territory other than the continental United States, Buyer shall mark "RETURN FOR REPAIR" notation on all RMA shipping documents and RMA packages. In no event shall Seller be responsible for any duty, tax, freight forwarding or brokerage charges incurred by RMA shipments. Buyer must consult and comply with the regulation of the United States and any other applicable country for RMA shipment. Additional service terms and conditions may apply to RMA Goods and shipments.

17. CREDIT MERCHANDISE AUTHORIZATION (CMA). RETURN MERCHANDISE FOR CREDIT OR REFUND ONLY, ALSO KNOWN AS "SALES RETURN". To obtain a "Credit Merchandise Authorization" (CMA) or Sales Return Number, Buyer must call Seller's Customer Service Manager and provide an copy of Seller's invoice, Seller's invoice number (usually it's the first number on the most right upper corner of invoice face), customer ID number (usually it's the second number on the most right upper corner of invoice face), serial number on the Goods, date of Seller's invoice, reason for credit and completed CMA request form. No CMA number will be issued after 15 days from the date of Seller's invoice. The CMA number is only valid for 10 days from issuance of CMA number. Buyer must MARK THE CMA NUMBER ON THE OUTSIDE OF RETURN PACKAGE. The CMA Goods must be returned in the original packing and must be in a resalable condition along with all accessories originally provided (including manuals, warranty card, cables, diskettes, software, etc.), attach an inventory checking list and Seller's invoice copy of CMA Goods, and describe reason for credit. Buyer shall be solely responsible for the data on all CMA Goods. It is strongly suggested that Buyer backup all the data before sending to Seller the CMA Goods. Seller is under no obligation to backup or transfer data on the CMA Goods, and shall bear no liability for any data lost or destroyed. Any CMA Goods sent to Seller C.O.D., freight collect, or with unauthorized / expired / invalid CMA number will be refused. Therefore, Buyer must prepay the incoming freight, insure and securely package the Goods. Seller is not responsible for any loss or damage during transit. A Money back guarantee or refund shall not include any freight cost, any software which has been opened or registered or activated, any software without its certificate of authenticity or registration, any consumable or wear out components (including, but not limited to, toner, ink, lamp, light tube, battery, data storage media), any customization or expedition charges, labor, on-site implementation or consultation or technical support fees, optional warranty contract, special order Goods, NCCRR Goods as mentioned in Section#6 or any Goods not in its original selling condition. A 15% restocking fee will be applied to all CMA Goods. No credit will be issued if CMA Goods are received by Seller after CMA number has expired or has become invalid. In such an instance, the CMA Goods will be sent back to its original sender by Buyer's or sender's cost. If CMA Goods are sent back to Seller from any country or US territory other than the continental United States, Buyer shall mark "RETURN FOR CREDIT" notation on all CMA shipping documents and CMA packages. In no event shall Seller be responsible for any duty, tax, freight forwarding or brokerage charges incurred by CMA shipments. Buyer must consult and comply with the regulation of the United States and any other applicable country for CMA shipment. Additional service terms and conditions may apply to CMA Goods and shipments.

18. FORCE MAJUERE. Seller shall not be liable for delays in delivery or/and order failure to perform due to causes beyond the reasonable control of Seller, which causes shall include, without limitation, acts of God, acts or omission of Buyer, acts of civil or military authorities, fire, strikes, power surges or outages, epidemics, quarantine restrictions, flood, earthquakes, riot, terrorism, war, delays in transportation or inability to obtain necessary labor, materials or supplies, and any other unpredictable causes.

19. ATTORNEYS' FEES AND COLLECTION FEES. If any suit or action to enforce or to interpret any of the terms and conditions herein, or to recover damages as a result of breach of any provision of this Agreement, or any effort to complete collection, the prevailing party shall be entitled to recover from the non-prevailing party all costs and expenses including, but not limited to, reasonable attorney fees, court costs, traveling and lodging expenses, costs of investigation and defense, accrued interest, and any other reasonable expenses incurred by the prevailing party in prosecuting or defending such action and any appeal taken there from. In the event any collection effort is initiated to interpret or to enforce any of the terms or conditions of sale between Buyer and Seller, the prevailing party shall be entitled to recover from the non-prevailing party all costs and expenses including, but not limited to, unpaid balance, collection fees, accrued interest on the default dollar amount, reasonable attorneys fees, court costs, traveling and lodging expenses, costs of investigation and any other reasonable expenses incurred by the prevailing party in connection therewith.

20. GOVERNING LAW / VENUE / FORUM. This Agreement and the rights and obligations of Buyer and Seller shall be governed by and construed in accordance with the laws of the State of California in the United States of America. Buyer agrees to consent to jurisdiction, venue and forum in a State Court of California, County of Orange County, State of California, United States of America. Buyer further agrees to and does hereby irrevocably waive the defense of inconvenient forum and further irrevocably waives trial by jury. Any controversy, dispute, claim or complaint of whatever nature arising out of, in connection with, or in relation to the interpretation, performance or breach of this Agreement including any claim based on contract, tort or stature, shall be resolved through a binding, irrevocable and final Arbitration at JAMS/ENDISPUTE, County of Orange, State of California, United States of America. Both Buyer and Seller agree that such an arbitration shall yield the final resolution.