Consumer General Terms & Conditions of Sale

1. OBJECT. These General Terms & Conditions of Sale ("Terms and Conditions") govern the sale of Products and Services by Tri Cascade Inc. (TCCI) to Customer. Any terms and conditions provided by Customer, including any terms and conditions that may be included in or referred to in any Customer purchase, are expressly rejected by TCCI, and will not govern the sale of the Products or Services, nor be binding on TCCI, even if TCCI accepts or acknowledges such purchase or provides the applicable Products or Services. BY PURCHASING, CUSTOMER ACKNOWLEDGES THAT IT HAS READ, UNDERSTOOD AND AGREES TO BE BOUND BY THESE TERMS AND CONDITIONS, AND ACKNOWLEDGES THAT THESE TERMS AND CONDITIONS CONTAIN PROVISIONS WHICH LIMIT CUSTOMER’S RIGHTS AND REMEDIES AGAINST TCCI.

2. DEFINITIONS. "Customer" means that purchased the device as applicable. "TCCI" means the Tri Cascade Inc entity described in the header "Products" includes, without limitation: hardware, Software and User Materials that are provided by TCCI to Customer. “Services” means any paid services provided by TCCI relating to Products, including without limitation support and maintenance services, installation services, configuration services and custom development services. "Software" means the software elements of the Products (including firmware) and includes, if provided by TCCI, software updates, but specifically excludes any Application Development Software. “Application Development Software” means any software made available to Customer to develop or execute custom applications on the Products. "User Materials" are the materials (including drawings, diagrams, specifications, datasheets, documentation, training manuals, technical bulletins and user manuals) that are made available by TCCI to Customer for the use, and (where permitted) servicing, of the Products or Services, as applicable. “Specifications” means the datasheet specifications for the applicable Products or Services available at www.tricascadeinc.com

3. COPYRIGHT LICENCE. Effective as of the date of delivery of the applicable Products, Software or deliverables to Customer, TCCI grants Customer a non-exclusive, non-transferable, worldwide, fully paid-up copyright license ("License") to: (a) use, copy and distribute the User Materials, (b) install and execute the Software on the Products, in object code form only, and (c) use the deliverables provided in connection with the performance of the Services, in each case solely in connection with the permitted use, distribution, sale and provision of first tier support of Products to end-user customers. Restrictions on Use. Customer shall not, directly or indirectly: (i) modify, decompile or translate the Software; or (ii) reverse engineer, disassemble, or create a derivative of, the Software or Products.

4. INDEMNIFICATION BY CUSTOMER. Customer shall indemnify and hold TCCI harmless from all loss, expense and damages (including reasonable attorneys' fees) which may be incurred by TCCI as a result of any claims or actions resulting from: (a) damage to property, personal injury or death caused by the use of the Products in High Risk Applications by Customer or any party to whom Customer has, directly or indirectly, supplied the Products; or (b) Customer’s breach of any of its obligations hereunder and, without limitation, any breach by Customer of the restrictions hereunder (Product Use Restrictions).

5. LIMITED LIABILITY. IN NO EVENT SHALL TCCI BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THESE TERMS AND CONDITIONS OR THE PRODUCTS OR SERVICES PROVIDED HEREUNDER, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS OR REVENUES, LOST DATA, FAILURE TO REALIZE EXPECTED SAVINGS, OR ANY OTHER COMMERCIAL OR ECONOMIC LOSSES OF ANY KIND, WHETHER BASED ON CONTRACT, TORT (INCLUDING THEORIES OF NEGLIGENCE, RECKLESSNESS, STRICT LIABILITY, OR DEFECTIVE PRODUCT LIABILITY), OR ANY OTHER LEGAL THEORY, EVEN IF TCCI WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TCCI TOTAL LIABILITY IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR BREACH OF STATUTORY DUTY), MISREPRESENTATION OR OTHERWISE ARISING IN CONNECTION WITH THE PERFORMANCE OR NON-PERFORMANCE OF THESE TERMS & CONDITIONS, WHETHER ARISING UNDER ONE PURCHASE OR MULTIPLE ORDERS, SHALL BE LIMITED TO THE LESSER OF: (A) ONE HUNDRED THOUSAND ($100,000) UNITED STATES DOLLARS; AND (B) TEN PERCENT (10%) OF THE TOTAL PRICE PAID BY CUSTOMER FOR THE PARTICULAR PRODUCTS OR SERVICES GIVING RISE TO THE LIABILITY. TCCI AGREES TO SELL THE PRODUCTS AND SERVICES, AND CUSTOMER AGREES TO PURCHASE THE PRODUCTS AND SERVICES FROM TCCI, ONLY IN CONSIDERATION OF, AND IN RELIANCE UPON, THE PROVISIONS SET OUT IN THIS SECTION

6. THESE PROVISIONS CONSTITUTE AN ESSENTIAL PART OF THE BARGAIN BETWEEN THE PARTIES AND HAVE BEEN REFLECTED IN THE PRICE AND OTHER CONSIDERATION FLOWING BETWEEN THE PARTIES. In the event that in any particular matter these limitations and disclaimers are limited or prohibited by law, they shall be applicable and enforced to the fullest extent permissible by law. The remedies of Customer specifically set forth in these Terms and Conditions constitute Customer’s exclusive remedies for the matters, claims, breaches, or issues to which they relate.

7. INTELLECTUAL PROPERTY. Except for the License granted under section 3 (Copyright License), Customer acknowledges that it acquires no right, title or interest in or to the intellectual property in: (a) the Products; (b) any other product or invention of TCCI; (c) any combination of the Products with any other product of TCCI; (d) any third party elements incorporated in the Products; or (e) any deliverables or work product of TCCI created while performing the Services.

8. FORCE MAJEURE. TCCI shall not be liable if its performance becomes commercially impracticable due to any contingency beyond its reasonable control including, but without limitation, acts of God, fires, floods, wars, sabotage, epidemics, civil unrest, accidents, cyber-attacks, labor disputes (other than those with TCCI employees), shortages of labor, materials, equipment or transportation, or changes to government laws, rules or regulations.

9. GOVERNING LAW & DISPUTES. All disputes arising out of or in connection with these Terms & Conditions, including the formation, interpretation, breach or termination thereof, or arising in connection with the Products and Services, shall be governed by the laws of the State of California, U.S.A. and submitted to arbitration conducted by JAMS in Orange County, California in accordance with JAMS rules of arbitration, except as follows: in each case without regard to the conflict of law provisions of such jurisdiction. For greater certainty, the United Nations Convention on Contracts for the International Sale of Goods (The Vienna Convention) shall not apply to the purchase of Products by Customer. The arbitration shall be binding and conducted in English before a single arbitrator appointed in accordance with the applicable rules. Judgment on the award may be entered in any court having jurisdiction. THE PARTIES EXPRESSLY WAIVE ANY RIGHTS TO HAVE DISPUTES ADJUDICATED IN COURT AND WAIVE THEIR RIGHTS TO TRIAL BY JURY.

10. GENERAL TERMS. Assignment. Customer shall not assign its order, or any interest therein, or any rights hereunder without the prior written consent of TCCI. Waivers. A party’s waiver of any breach by the other party or failure to enforce a remedy will not be considered a waiver of subsequent breaches of the same or a different kind. Entire Agreement. These Terms and Conditions, represent the entire agreement between the parties relating to the sale of Products and provision of Services. No prior representations or statements relating to the Products or Services made by any TCCI representative or included in any TCCI marketing materials shall be binding on TCCI. No addition to or modification of any provision in this contract shall be binding upon TCCI unless made in writing and signed by a duly authorized TCCI representative.

11. SOFTWARE AND FIRMWARE UPDATES. From time to time as required TCCI will send out notification of required software and firmware updates to keep your Dongle operating and performing at optimum levels. These updates are required by both TCCI and carrier networks to also maintain performance standards as required by the FCC. TCCI will send out email notification via your product registration with instructions on how to update the software or firmware. Failure to do timely updates can results in performance impacts as well as the device being temporarily shut down until such updates are completed.