TERMS AND CONDITIONS OF SALE

1. PURCHASE ORDER ACCEPTANCE. THE TERMS OF SALE CONTAINED HEREIN APPLY TO ALL QUOTATIONS MADE AND PURCHASE ORDERS ENTERED INTO BY OUTPOST SENTINEL UNLESS THERE IS ANOTHER WRITTEN, SIGNED AGREEMENT COVERING SALES BETWEEN OUTPOST SENTINEL AND BUYER. SOME OF THE TERMS SET OUT HERE MAY DIFFER FROM THOSE IN BUYER’S PURCHASE ORDER AND SOME MAY BE NEW. THIS ACCEPTANCE IS CONDITIONAL ON BUYER’S ASSENT TO THE TERMS SET OUT HEREIN IN LIEU OF THOSE IN BUYER’S PURCHASE ORDER OR ANY OTHER DOCUMENT, AND IS A REJECTION OF ANY SUCH PRIOR TERMS. ACCEPTANCE OF PRODUCTS CONSTITUTES ASSENT TO THESE EXCLUSIVE TERMS AND CONDITIONS OF SALE. OUTPOST SENTINEL’S FAILURE TO OBJECT TO RPOVISIONS CONTAINED IN ANY COMMUNICATION FROM BUYER SHALL NOT BE DEEMED A WAIVER OF THE PROVISIONS CONTAINED HEREIN. ANY CHANGES IN THE TERMS CONTAINED HEREIN MUST SPECIFICALLY BE AGREED TO IN WRITING BY AN OFFICER OF OUTPOST SENTINEL BEFORE BECOMING BINDING ON EITHER OUTPOST SENTINEL OR THE BUYER. All orders or contract must be approved and accepted by OUTPOST SENTINEL at its home office. Purchase orders may not be cancelled or changed except by fifteen (20) week day’s prior written notice.

2. PRICES. Except as otherwise specified by OUTPOST SENTINEL, all billings for products and services will be at the price indicated by OUTPOST SENTINEL’s. The prices for standard products will be reviewed from time to time. Non-standard items are sold on a built to order, non-cancelable, non-returnable basis. All prices will be quoted and billed exclusive of federal, state and local excise sales and similar taxes.

3. TERMS OF PAYMENT. Unless otherwise agreed, items are thirty (30) days net from date of invoice subject to approval by OUTPOST SENTINEL of amount and terms of credit. OUTPOST SENTINEL reserves the right to require payment in advance or C.O.D. and otherwise to modify credit terms. Any amounts owing to OUTPOST SENTINEL shall accrue interest at the rate of 1% per 30-day period. OUTPOST SENTINEL may accept partial payment in an amount less that the full amount of any Invoice, but such acceptance shall not constitute a waiver of OUTPOST SENTINEL’s right to collect the balance or accord and satisfaction, notwithstanding OUTPOST SENTINEL’s endorsement of a check or other instrument. If, in the judgment of OUTPOST SENTINEL, the financial condition of Buyer at any time does not justify continuance of production or shipment within the terms of payment originally specified, OUTPOST SENTINEL may stop production and charge Buyer an appropriate cancellation fee and/or require full or partial payment in advance. Products held for Buyer shall be at the risk and expense of Buyer. Buyer agrees that OUTPOST SENTINEL retains a purchase money security interest in all Products sold by OUTPOST SENTINEL to Buyer and to all Products now or hereafter acquired by Buyer and to any proceeds thereof until the purchase price and any other charges due to OUTPOST SENTINEL. Shall have been paid in full. Buyer agrees to execute any financing statements or other documents as OUTPOST SENTINEL may request in order to protect OUPOST SENTINEL’s security interest. Upon any default by Buyer hereunder, OUTPOST SENTINEL shall have all rights and remedies of a secured party under the Uniform Commercial Code, which rights and remedies shall be cumulative and not exclusive.

4. TITLE AND DELIVERY AND ACCEPTANCE OF PRODUCTS. Unless otherwise instructed in writing, OUTPOST SENTINEL shall ship F.O.B. OUTPOST SENTINEL by method, which it deems most advantageous. Transportation will be collect, or if prepaid, will be subsequently billed to Buyer. Title shall pass to Buyer and OUTPOST SENTINEL’s liability as to delivery shall cease on delivery of products to carrier at OUPOST SENTINEL’s facility, regardless of any provisions for payment of freight or insurance or the form of shipping documents. Risk of loss or damage in transit will rest with Buyer. All claims for loss or damage must be filed with the carrier. Claims against OUTPOST SENTINEL for shortages shall be waived unless made within ten (10) days after delivery of shipment to Buyer. All shipping dates and quantities are approximate. OUTPOST SENTINEL will use reasonable efforts to fill all orders according to the agreed schedule and quantity. OUTPOST SENTINEL shall not be responsible for any failure to perform resulting from unforeseen circumstances or causes beyond OUPOST SENTINEL’s reasonable control. All products are deemed accepted thirty (30) days after delivery Revocation of acceptance of substantial nonconformity must be made in writing and must be made within sixty (60) days of delivery.

5. LIMITED WARRANTY AND SOLE REMEDY. OUPOST SENTINEL MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESSED OR IMPLIED INCLUDING WARRANTIES OF MERCHANTABILITY, INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE, COURSE OF PERFORMANCE, USAGE OF TRADE OR COURSE OF CONDUCT AND DISCLAIMS THE SAME EXCEPT AS FOLLOWS:

HARDWARE FOR ALL HARDWARE PRODUCTS OTHER THAN THOSE DESIGNATED AS “END OF LIFE” (EOL), OUTPOST SENTINEL warrants to the original purchaser that its hardware Product is free of defect in design, materials and workmanship for a period of one year from the date of delivery of a new Product. OUTPOST SENTINEL (or its authorized repair center), at its option, will repair or replace, at the business location of OUTPOST SENTINEL each part of the Product, which is proven to the satisfaction of OUTPOST SENTINEL to have been defective in design, material or workmanship. This warranty shall not apply to any part of the Product, which, in the judgment of OUPOST SENTINEL, has been subjected to misuse, negligence, alteration, accident, improper maintenance, or damage by excessive physical or electrical stress. Adjustment of the Product where warning labels, and operation manuals warn against such adjustments will void this warranty. This warranty is void if the unit has been opened or tampered with or the serial number of the Product has been defaced, altered, or removed. This warranty does not apply to expendable components such as fuses or bulbs. Repair and replacement parts will be furnished on an exchange basis and may be either reconditioned or new. All replaced parts or products become the property of OUTPOST SENTINEL. THE SOLE REMEDY FOR BREACH OF LIMITED WARRANTY SHALL BE REPAIR OR REPLACEMENT OF THE DEFECTIVE PRODUCT AT THE OPTION OF OUTPOST SENTINEL.

SOFTWARE – OUTPOST SENTINEL warrants that for a period of ninety (90) days from the date of delivery to you as evidenced by a copy of your receipt, the disks on which the program is furnished will under normal use be free from defects in materials and workmanship and the program under normal use will perform substantially in accordance with the documentation without significant errors that make it unusable. OUTPOST SENTINEL’s entire liability and your exclusive remedy under this limited warranty (which is subject to you returning the program to OUTPOST SENTINEL or an authorized dealer with a copy of your receipt) will be, at OUTPOST SENTINEL’s option, to attempt to correct or help you around errors with efforts that OUTPOST SENTINEL believes suitable to the problem, to replace the program or disks with the functionally equivalent software of disks, as applicable, or to refund the purchase price and terminate this agreement. No OUTPOST SENTINEL dealer, distributor, agent or employee is authorized to modify this warranty. OUPOST SENTINEL does not warrant that the functions contained in the programs will be uninterrupted or error-free. You assume the responsibility for the selection of the programs and hardware to achieve your intended results and for the installation, use and results obtained from the programs. THE SOLE REMEDY FOR BREACH OF LIMITED WARRANTY SHSALL BE REPAIR, REPLACEMENT OR REFUND AT OUPOST SENTINEL’S SOLE OPTION.

GENERAL – To quality for the warranty above, the original purchaser must follow this procedure: 1. OUTPOST SENTINEL must be notified in writing within thirty (30) days of the date that the defect is discovered. OUPOST SENTINEL will then issue a Return Material Authorization (RMA) Number which the purchaser must include with all correspondence and display on the outside of the shipping container when returning the product. 2. All Products must be shipped freight and insurance prepaid, in the original shipping container, or in a container providing equal or better protection, with the Return Material Authorization Number displayed on the outside of the container in a prominent manner. 3. A written description of the defect together with a copy of your receipt or other proof of purchase and the name of the dealer which sold you OUTPOST SENTINEL product must be shipped with the Product. OUTPOST SENTINEL will return a Product, which qualifies under this warranty freight and insurance, prepaid. OUTPOST SENTINEL will repair or replace Products which do not qualify under the terms of this warranty at the option of the purchaser, in which case the purchaser will pay the cost of repair, and return freight and insurance. THIS LIMITED WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES AND CONDITIONS EXPRESSED, IMPLIED OR STATUTORY AND ALL OTHER LIABILITIES OF OUTPOST SENTINEL ALL OF WHICH ARE HEREBY DISCLAIMED. IN NON EVENT WILL OUTPOST BE LIABLE OFR DAMAGES, INCLUDING LOST PROFITS, LOST SAVINGS OR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OR THE USE OF OR INABILITY TO USSE THE PRODUCT, EVEN IF COMTROL OR AN QUTHORIZED DEALER HAS BEEN ADVISED OR THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. THIS LIMITED WARRANTY GIBES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE (U.S.) OR IN YOUR HOME COUNTRY.

6. INDEMNITY. Buyer shall indemnify, defend and hold OUTPOST SENTINEL harmless against all expense, damages, costs or losses, including attorney’s fees, resulting from any suit or proceeding brought for infringement of copyright, patent, trademarks or other intellectual property rights or for unfair competition arising from compliance with Buyer’s design, specifications or instructions. With respect to products manufactured solely to OUTPOST SENTINEL’s design and specifications, OUTPOST SENTINEL may, at OUTPOST SENTINEL's sole option, obtain a right to use the product, defend or settle on terms acceptable to OUTPOST SENTINEL, any suit or proceeding brought against Buyer so far as based on a claim that such products or any parts thereof furnished hereunder constitute an infringement of any United States copyright, United States patent or United States mask work rights, if notified promptly of such claim in writing and given authority, information and assistance in the defense of same, and pay all damages and costs awarded therein against Buyer, or refund Buyer’s purchase price for the infringing products. OUTPOST SENTINEL assumes no liability, consequential or otherwise, for and Buyer agrees to hold OUTPOST SENTINEL harmless against infringement of patent claims covering completed equipment or any assembly, circuit, combination, method or provisions of this paragraph which exceed the aggregate sum paid to OUTPOST SENTENL by Buyer for the purchase of the allegedly infringing pr9oducts or parts. THE FOREGOING STATES THE ENTIRE WARRANTY BY OUTPOST SENTINEL AND THE EXCLUSIVE REMEDY OF BUYER WITH RESPECT TO ANY ALLEGED COPYRIGHT, PATENT OR OTHER INTELLECTUAL PROPERTY RIGHT INFRINGEMENT BY SUCH PRODUCTS OR PARTS. NO COSTS OR EXPENSES UNDER THIS PARAGRAPH SHALL IN ANY EVENT BE INCURRED FOR THE ACCOUNT OF OUTPOST SENTINEL WITHOUT ITS PRIOR WRITTEN CONSENT. Sale of Products or any part thereof does not convey to Buyer any license, express or by implication, estoppels or otherwise, under any patent or patent claim or other intellectual property right with respect to which OUTPOST SENTINEL can grant licenses covering completed equipment, or any assembly, circuit combination, method or process in which any such products are used as components (notwithstanding the fact that such products may have been designed for use in or may only be useful in such patented equipment, assembly, circuit, combination, method or process, and that such products may have been purchased and sold for such use). OUTPOST SENTINEL expressly reserves all rights under such patent or patent claim or other intellectual property right.

7. PROPERTY RIGHTS. The design, development or manufacture by OUTPOST SENTINEL of a product for Buyer shall not be deemed to product a work made for hire and shall not give to Buyer any copyright interest in the product or any interest in all or any portion of the patent, trademark, mask works, copyright, or other intellectual property rights relating to the product. All such rights shall remain the property of OUTPOST SENTINEL. No license, express or implied with regard to any trademark, trade secret, patent or copyright of OUTPOST SENTINEL or its affiliated companies is granted to Buyer under this agreement. Software is licensed for use only. All rights reserved.

SPECIAL, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES, INDEPENDENTLY OF ANY OTHER LIMITATION HEREOF AND REGARDLESS OF WHETHER THE PURPOSE OF SUCH LIMITATION IS SERVED, IT IS AGREED THAT IN NO EVENT SHALL OUTPOST SENTINEL BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OF INDIRECT DAMAGES OR ATTORNEY’S FEES FOR ANY REASON AND UPON ANY CAUSE OF ACTION WHATSOEVER, INCLUDING NEGLIGENCE. OUTPOST SENTINEL’S LIABILITY SHALL BE LIMITED TIO THE AMOUNT OF THE ACTUAL PURCHASE PRICE FOR THE PRODUCTS UNDER THIS AGREEMENT.

CONFIDENTIAL INFORMATION. OUTPOST SENTINEL shall have no obligations to hold any information received from Buyer hereunder in confidence unless such information is covered by a separately negotiated non-disclosure agreement, which is reduced to writing and signed by both parties.

8. GOVERNING LAW; SEVERABILITY; MISCELLANEOUS. These terms and conditions of sale shall be governed by the laws of the State of Minnesota and constitute the entire agreement of Artist and Buyer. Any provisions hereof which are prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or jurisdiction and forum of any state or federal court within the State of Minnesota and waives any right to contest the same or to assert the same as an inconvenient forum. No action against either party for breach hereof shall be commenced more than two (2) years after the accrual of the cause of action. The Buyer shall not assign this order or any interest therein or any rights there under without the prior written consent of OUTPOST SENTINEL. The products purchased or to be purchased hereunder are licensable under U.S. law. Diversion contrary to U.S. law is prohibited. In the event of a default of Buyer under this Agreement, including default for non-payment for Products, Buyer shall be responsible for all reasonable costs of enforcement and collection, including reasonable attorney’s fees, whether or not suit is brought to enforce this Agreement. Buyer must obtain export licenses at Buyer’s cost.

9. MODIFICATIONS. No addition to or deletion from, nor any modifications of these terms and conditions of sale shall be binding upon OUTPOST SENTINEL unless acknowledged and accepted in writing by an officer of OUTPOST SENTINEL. Any change made by OUTPOST SENTINEL will be deemed accepted by Buyer unless within ten (10) days from notice of such change Buyer notifies OUTPOST SENTINEL of Buyer’s exception of such change. A waiver by OUTPOST SENTINEL of any default of any of the terms and conditions of sale shall not be deemed to be a continuing waiver of any other default or of any other of these terms and condition of sale, but shall apply solely to the instance to which the waiver is directed.