Terms and Conditions

1. DEFINITIONS: as used throughout these Terms and Conditions of Sale the word 'Work' shall mean the consulting, project management, control level design and system level design, software development and hardware development and all applications furnished by customMotion inc.; and, the word 'Order' shall mean the Buyer's purchase order as accepted by customMotion inc.for the work to be performed.

2. DIFFERENT OR ADDITIONAL TERMS AND CONDITIONS: customMotion inc. hereby gives notice of its objection to and shall not be bound by any different or additional terms and conditions for the performance of the Work. customMotion inc.'s acceptance and performance of the Order is expressly conditioned on the Buyer's assent to the Terms and Conditions of Sale as stated herein. The Buyer's acceptance of or use of the Work shall be deemed to constitute such assent.

3. SCOPE OF WORK: customMotion inc. will perform the Work as set forth in its Quotation to the Buyer and the stated price therein.

4. PRICE AND TERMS OF PAYMENT: The price stated in the Order shall be based on customMotion inc.'s time and materials rates quoted for the Work, and any changes in the Work requested by the Buyer shall be subject to customMotion inc.'s prior acceptance thereof and at customMotion inc.'s current pricing rates.

5. FORCE MAJEURE: customMotion inc. shall use its best efforts to complete the Work within the time set forth in the Order; however, customMotion inc.shall not be liable for failure to perform or for delay in performance due to fire, flood, strike, or other labor difficulty, acts of God, acts or omissions of any governmental authority or of the Buyer, delays in transportation, equipment breakdown, inability to obtain necessary labor, materials, or manufacturing facilities from usual sources or due to any cause beyond customMotion inc.'s reasonable control. In the event of delay in performance of the Work due to any such cause, the date of delivery or time for its completion will be extended by a period of time reasonably necessary to overcome the effect of such delay.

6. TITLE AND RISK OF LOSS: the Work shall remain the property of customMotion inc.until delivery and/or installation by customMotion inc.. The point of delivery for the Work shall be FOB, point of shipment from customMotion inc.'s facilities. Risk of loss or damage to the Work shall pass to the Buyer at the point of delivery.

7. WARRANTY: customMotion inc.warrants for a period of 90 days after the date of delivery to the Buyer that the hardware portion of the Work will be free from defects in materials and workmanship and that the software portion of the Work will be free from errors which materially affect the utility of the software. Should customMotion inc.be notified in writing of any failure of the hardware or software portion of the Work to conform to this warranty during such period thereof, customMotion inc.shall either correct any such nonconformity, furnish corrected software in the medium in which it was originally supplied or, at customMotion inc.'s sole option, refund that part of the total price allocated to the nonconforming portion of the hardware or software. The professional services portion of the Work shall be performed in accordance with generally accepted standards which are the custom and usage in the trade, and shall be limited solely to completion of the hours specified in the Order. customMotion inc.makes no warranty, express or implied, as to cycle time, output or other aspects of Buyer's system performance as the same may be affected by the Work delivered under the Order. This Warranty does not apply to any applications program or set of instructions composed by the Buyer utilizing customMotion inc.provided software.

THE ONLY WARRANTIES MADE BY customMotion inc.ARE THOSE EXPRESSLY SET FORTH HEREIN. ANY OTHER ACTIONS, STATEMENTS OR DESCRIPTIONS ARISING FROM A COURSE OF DEALING OR CUSTOM OF USAGE OR TRADE SHALL NOT BE DEEMED TO CONSTITUTE A WARRANTY OF THE WORK OR ANY PART THERE OF. THE FOREGOING WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES WHETHER STATUTORY, EXPRESS OR IMPLIED (INCLUDING ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR USE) EXCEPT OF TITLE.

8. PATENTS AND INVENTIONS: as a condition of acceptance of the Order by customMotion inc., the Buyer agrees to execute any patent or software license or sublicense which may be required in the use and operation of the Work by the Buyer. customMotion reserves unto itself title and all other rights, including, but not limited to, patent, copyright and any other intellectual property right in and to any inventions, discoveries or other developments incorporated in or otherwise conceived or reduced to practice in the performance of the Work.

9. INTELLECTUAL PROPERTY RIGHTS AND CONFIDENTIAL INFORMATION: except as set forth in paragraph 8 herein, customMotion inc.does not confer, grant or sell to Buyer any intellectual property, patent, copyright or other rights of customMotion inc.or its vendors and subcontractors. As a condition of acceptance of the Order by customMotion inc., the Buyer agrees to execute any Proprietary or Non-disclosure Agreement required to protect customMotion inc.'s confidential information which may be disclosed to Buyer during the performance of the Work.

10. LIMITATION OF LIABILITY: notwithstanding any other provisions of the Order, customMotion inc., its vendors and subcontractors, shall not be liable in contract or in tort (including negligence or strict liability) for loss of profits, costs associated with business interruption, loss of use of equipment or capital, claims of customers of Buyer or for any special, indirect, incidental, or consequential damages whatsoever. The remedies of the Buyer set forth herein are exclusive and the liability of customMotion inc.with respect to the Order or anything done in connection therewith whether in contract or in tort (including negligence or strict liability) or otherwise shall not exceed that part of the total price allocated to the portion of the Work on which such liability is based.

11. ATTORNEY FEES AND COSTS: in the event this contract is placed in the hands of an attorney at law for collection or enforcement of its term, regardless whether or not litigation ensues, the prevailing party shall collect as taxable costs, its attorney's fees and expenses from the other party.

12. APPLICABLE LAW: the Order and these Terms and Conditions of Sale shall be interpreted and governed in accordance with the laws of the State of Florida.