EZ4Media, Inc. Terms and Conditions of Sale

THESE TERMS AND CONDITIONS OF SALE GOVERN YOUR PURCHASE OF PRODUCTS FROM EZ4MEDIA, INC. PLEASE READ THEM CAREFULLY. NO OTHER TERMS APPLY EXCEPT AS NOTED HEREIN.

Introduction

When you purchase a product from this website (the “Website”), you are purchasing the product from EZ4Media, Inc. (“EZ4Media,” “we,” “us” or “our,” as appropriate).

Unless otherwise agreed in writing by EZ4Media, these Terms and Conditions of Sale (“Terms and Conditions”) are the terms by which we, EZ4Media, provide all products (“Products”) to you via this Website. Please read these Terms and Conditions before ordering any Products from this Website. By making a purchase, placing an order or otherwise shopping on this Website, you accept and are bound by these Terms and Conditions.

These Terms and Conditions supplement the Website Conditions of Use and Privacy Policy as described elsewhere on this Website, and the Terms and Conditions of Use and Privacy Policy are incorporated herein by reference. By making a purchase, placing an order or otherwise shopping on this Website, you also accept and are bound by the Terms and Conditions of Use and Privacy Policy.

This Website is regularly updated, and this Website and these Terms and Conditions are subject to change without prior notice, except that the Terms and Conditions posted on this Website at the time you place an order will govern the order in question, unless otherwise agreed in writing by EZ4Media.

Entire Agreement

These Terms and Conditions may not be altered, supplemented, or amended by the use of any additional document(s) that purport to be an agreement between you and EZ4Media. Any attempt to supplement or amend these Terms and Conditions or to enter an order for Product(s) which is subject to additional or altered terms and conditions shall be null and void.

Prices and Ordering

The price of a Product shall be as stated on this Website from time to time except in the case of obvious error. Prices shown are exclusive of applicable taxes. EZ4Media shall sell the Products to you in the quantities and at the price set forth at the time you place an order via this Website. Your order constitutes an offer to us to buy the Product. All orders are subject to availability and acceptance by us. We reserve the right to reject any order you place with us, and/or to limit the quantities on any order. We reserve the right not to accept an order if the Product in question is not in stock, if we are unable to authorize your payment or if you do not meet any other eligibility criteria set out in these Terms and Conditions. All orders for Products placed by you with EZ4Media through this Website are non-cancelable. Notwithstanding any order confirmation or other communications sent by EZ4Media, your order shall not be deemed accepted by EZ4Media until EZ4Media’s shipment of the Product(s) ordered. Your submission of your order shall constitute your full acceptance of these Terms and Conditions. IF YOU DO NOT ACCEPT THESE TERMS, PLEASE DO NOT SUBMIT AN ORDER.

Limited Warranties

All Products offered for sale on the Website are subject to a limited warranty against defects in material and workmanship. EZ4Media makes no warranties except those stated in the limited warranty terms as included with such Products, as published in product guides or related literature and/or as made available on this Website, or, in the case of optional extended warranties issued by EZ4Media, such extended warranty documentation. With respect to any third party products (i.e., non-EZ4Media-branded) that may be available for purchase through this Website, such products are sold by EZ4Media AS IS. However, the third party manufacturer or supplier of such products may offer its own warranties, and you agree to look solely to such manufacturer or supplier for any warranty-related claims. EZ4MEDIA EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY IMPLIED WARRANTIES OF NON-INFRINGEMENT.

Warranty Exclusions and Conditions

While EZ4Media's desire is to be responsive to your specific needs and questions, EZ4Media does not assume responsibility for any specific use or application of any Products, including, but not limited to, compatibility with other networking, computer or electronic equipment used by you or recommended to or by you. All statements, technical information or recommendations relating to EZ4Media Products are based upon information believed to be reliable, but do not constitute a guaranty or warranty.

Payment Terms; Billing Errors

Unless otherwise indicated, the purchase price of Products will be billed in full at the time the Product is shipped. EZ4Media will charge credit cards prior to shipment. EZ4Media accepts MasterCard, Visa and American Express. EZ4Media does not accept cash, COD, purchase orders or personal checks unless specific arrangements have been made. EZ4Media’s payment terms are subject to change without notice at EZ4Media’s sole discretion. In the unlikely event that a price stated on this Website is incorrect, then the following policy shall apply: If a Product's correct price is lower than our stated price, we will charge the lower price and ship you the Product. If a Product's correct price is higher than our stated price, we will, at our discretion, either contact you for instructions before shipping, or cancel your order and notify you of such cancellation. EZ4Media shall not be liable for any billing errors unless you advise us of such billing error within sixty (60) days of its transaction date.

Shipping and Handling; Risk of Loss

Product prices do not include shipping and handling. We shall endeavor to deliver Products to you as soon as possible after you place your order. However, all shipping dates are estimates only. EZ4Media shall have no liability to you if EZ4Media, for any reason, does not accept and fill any order submitted by you to EZ4Media, or for delays associated with delivery. EZ4Media will use its discretion in selecting a reputable carrier and appropriate means of shipment. Risk of loss or damage to Products in transit is yours. In the event of Product damage or loss during transit, it is your responsibility to file a claim with the carrier.

Not for Resale or Export

You agree and represent that you are buying Products only for your own use and not for resale or export.

Product Changes

EZ4Media continually updates and revises its Products. EZ4Media may revise and/or discontinue Products at any time. Changes in Products shipped and Products described on this Website and/or sales materials are possible. EZ4Media Products are new unless specified as refurbished. The acceptance of your order in no way obligates EZ4Media to continue to furnish any particular model after delivery of the Product to you.

Return Policy

If for any reason you are not completely satisfied with a Product purchased through this Website, you may return the Product to EZ4Media and EZ4Media will refund the purchase price of the Product, less a 15% restocking fee and shipping and handling charges, in accordance with the following return policy. EZ4Media’s return policy allows for a Product purchased directly from EZ4Media through this Website to be returned by you after obtaining an EZ4Media return merchandise authorization (RMA) number during the 30 calendar day period following the date of delivery of the Product to you. An RMA number must be obtained by contacting our customer service representatives. Customer service contact information may be obtained by going to www.ez4media.com under support. Please note: the RMA number, a contact name and phone/email must be on the outside of the returned Product's carton. EZ4Media will provide instructions about how and where to return the Product. Shipping and handling charges for both the initial delivery and for the return are non-refundable, and you shall be responsible for all such charges. Refunds will be issued in the same form as the original payment. Please allow up to thirty days after EZ4Media’s receipt of the returned Product for EZ4Media to credit your account. Products must be returned in their original condition with all paperwork, parts and accessories included. Any damage to the Products caused by you will be deducted from the amount refunded to you. Failure to return a Product within the applicable return period will be deemed to be an acceptance of the Product. If you return a Product to EZ4Media without an RMA number from EZ4Media, EZ4Media retains the right to refuse delivery of such return.

Limitation of Liability

EZ4MEDIA DOES NOT ACCEPT LIABILITY BEYOND THE REMEDIES SET FORTH HEREIN, INCLUDING, BUT NOT LIMITED TO, ANY LIABILITY FOR PRODUCT NOT BEING AVAILABLE, LOSS OF USE, INJURY OR DEATH OR ANY PERSON OR DAMAGE TO PROPERTY AS A RESULT OF OR ARISING OUT OF THE USE OF THE PRODUCT, OR ANY CONSEQUENTIAL, SPECIAL, INDIRECT OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY. YOU ASSUME ALL RISK ASSOCIATED WITH THE USE OF THE PRODUCT. YOU AGREE THAT FOR ANY LIABILITY RELATED TO THE PURCHASE OF A PRODUCT, EZ4MEDIA IS NOT RESPONSIBLE FOR ANY AMOUNT OF DAMAGES ABOVE THE AMOUNT INVOICED FOR THE PRODUCT. THE REMEDIES SET FORTH IN THESE TERMS AND CONDITIONS SHALL APPLY EVEN IF THE REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE.

Taxes; Duties

All prices are subject to the addition of any applicable federal, state, or local sales and/or use taxes, which shall be paid by you; and you agree to pay any such taxes, duties and tariffs which have not been collected by EZ4Media and which EZ4Media subsequently is required to pay to the taxing authority. Where applicable, taxes will be shown on and added to your invoice.

Title

Title to the Product will pass to you upon EZ4Media's delivery of the Product to the shipping carrier; provided, that title to any software embedded in the Product will remain with the applicable licensor and is subject to any license agreement related to the software.

Force Majeure

While EZ4Media's goal is to meet all of its performance obligations to you, it may find itself unable or delayed by reason of matters or occurrences beyond its control, such as, but not limited to, acts of God, acts by you, or of civil commotion, delays in transportation, material shortages, strikes or other labor disturbances, fire, flood, accident, riot, war, government intervention, embargoes, or equipment failures. EZ4Media shall not be liable for any such failure or delay in manufacture or delivery of Products or services as a result of any such matter or occurrence wholly or partially beyond its control. Quantities are subject to availability. In the event of shortage, EZ4Media may allocate sales and deliveries in its sole discretion.

Headings

The section headings used herein are for convenience or reference only and do not form a part of these Terms and Conditions, and no construction or inference shall be derived therefrom.

Waiver/Invalidity

Failure of EZ4Media to insist upon strict performance of any provisions hereof shall not be deemed a waiver of its right and remedies. If any provision of these Terms and Conditions is deemed by a court to be unenforceable, the remainder shall stay in effect.

Amendments

These Terms and Conditions may not be altered, supplemented or amended by the use of any other document unless otherwise agreed in writing by both EZ4Media and you.

Applicable Law

These Terms and Conditions and all purchases hereunder shall be governed by and construed under the law of the State of Illinois, without regard to conflicts of laws rules. You agree that the courts of Illinois shall have exclusive jurisdiction over the parties for all disputes. Venue shall lie exclusively and only in either: (i) Cook County, State of Illinois; or, (ii) the Northern District of Illinois of the United States District Court. Except in the case of nonpayment, neither party may institute any action in any form arising out of these Terms and Conditions than one (1) year after the cause of action has arisen.

Indemnity

You shall defend, indemnify and hold harmless EZ4Media, its successors, assigns, affiliates, agents and contractors, and the officers, managers, directors and employees of each of them, from and against any damage, loss, claim, judgment or other liability or expense (including but not limited to reasonable attorneys' fees) which may in any way arise out of any act or omission in connection with your use of this Website and, except the extent caused by EZ4Media, the purchase or use of Product(s) by you, any third party or your successors, assigns, affiliates, agents and contractors, or the officers, managers, directors or employees of any of them. EZ4Media reserves the right, without being required to do so, and without waiver of any indemnity hereunder, to defend any claim, action or lawsuit coming within the scope of this indemnity provision. If we take legal action against you for non-payment, or any other breach of these Terms and Conditions, and a court makes an award in our favor, we shall be entitled to recover from you our reasonable attorneys' fees and costs incurred in the action.

Questions and Comments

We welcome your questions or comments about these Terms and Conditions. Please email us at corporate@ez4media.com.

These Terms and Conditions were last updated on October 16, 2007.

LP 1362166.1 \ 35850-68282