Terms & Conditions of Sale

Offer and Acceptance

These Standard Terms and Conditions of Sale (“Terms�), together with any invoice issued by Seller (the “Invoice�), form the complete agreement (“Agreement�) governing all current and future purchases of computer hardware, server systems, components, and related services from Seller. Buyer acknowledges that these Terms take priority over any conflicting or additional provisions submitted by Buyer, whether included in purchase orders or other documentation. Such provisions are expressly rejected and shall have no effect unless accepted in a written instrument signed by an authorized representative of Seller.

Each Invoice constitutes Seller's offer to sell hardware products and/or services solely under these Terms. Buyer accepts the offer upon receipt and non-rejection of the goods. Acceptance is expressly limited to these Terms; Seller's fulfillment of an order does not constitute agreement to Buyer's terms and shall not amend this Agreement. If Buyer's purchase order is treated as the offer, Seller hereby rejects it in full and instead proposes that the contract be formed exclusively under these Terms.

Terms of Payment

All payments are due in accordance with the payment terms stated on the applicable Invoice. Unless otherwise specified, all amounts shall be paid in U.S. Dollars to “Bold Data, Inc., 47540 Seabridge Drive, Fremont, CA 94538,� or to such other location as Seller may designate. All shipments are subject to Seller's continuing approval of Buyer's creditworthiness, and Seller may delay or withhold shipment until satisfactory payment arrangements are confirmed.

Where the Invoice specifies net payment terms (including without limitation Net 30, Net 45, or similar), Buyer shall remit payment in full by the stated due date. Buyer may not satisfy an overdue Invoice originally issued under net terms by subsequently electing to pay by credit card unless Buyer also pays a credit card processing surcharge of three and one-half percent (3.5%) of the total outstanding balance, which Buyer agrees is a reasonable fee associated with late credit card tender.

Where the Invoice specifies payment by credit card, Seller may, at its discretion, assess a credit card processing fee in connection with such payment. Buyer agrees to pay all such fees if applied. Buyer further agrees that it shall not withhold, offset, recoup, or debit any amounts owed to Seller or its affiliates under any circumstances.

Price

Prices for Seller's computer systems, servers, and related equipment are those stated on the Invoice and exclude taxes, shipping, and special packaging unless otherwise agreed in a signed writing. If pricing is based on a minimum purchase quantity that Buyer fails to meet, Seller may adjust pricing accordingly. Buyer shall pay all invoiced amounts when due and may not withhold, offset, recoup, or debit any amounts owed or claimed to be owed by Seller or its affiliates.

Ex Works (EXW) and Risk of Loss

Unless otherwise agreed in writing, all shipments are Ex Works (EXW) Seller's facility (Incoterms 2010). Title and risk of loss transfer to Buyer when Seller makes the goods available to the carrier (“Shipment Time�). If Buyer or its carrier fails to take possession at that time, risk of loss still transfers to Buyer, and Seller may store the goods at Buyer's expense, including storage and insurance charges.

For online store shipments only, Seller will provide shipment insurance covering the products until delivery to Buyer.

Buyer grants Seller a purchase money security interest in the goods and all proceeds thereof, including insurance proceeds, as collateral for payment of the purchase price.

Inspection and Rejection of Nonconforming Goods

Buyer must inspect all delivered hardware, servers, or components within fourteen (14) days of delivery (the “Inspection Period�). Goods are deemed accepted unless Buyer provides written notice of Nonconforming Goods within the Inspection Period and supplies supporting documentation. “Nonconforming Goods� means only: (i) goods differing from those listed on the Invoice; (ii) incorrectly labeled or packaged goods; or (iii) units that are dead on arrival (“DOA�).

If Buyer timely reports Nonconforming Goods, Seller may, at its sole discretion, either (i) replace the affected items with conforming goods or (ii) issue a credit or refund. Buyer must return Nonconforming Goods at its own cost and risk of loss. These remedies are Buyer's sole and exclusive remedies for delivery of Nonconforming Goods.

Intellectual Property Rights

Seller will defend and indemnify Buyer, at Seller's expense, against third-party claims alleging that Seller's hardware or system products infringe a valid patent, provided Buyer: (i) promptly notifies Seller in writing of the claim no later than ten (10) business days after receiving notice, and (ii) allows Seller to control the defense and settlement, except in the event of a conflict of interest, while assisting as reasonably requested.

Seller is not liable for infringement claims resulting from: (i) use of the product in combination with equipment or software not supplied or approved by Seller; (ii) modifications or repairs not made or authorized in writing by Seller; or (iii) use of the product for purposes not intended or approved by Seller. These provisions constitute Seller's entire liability for patent or intellectual-property-related claims.

Limitation of Liability

NEITHER PARTY SHALL BE RESPONSIBLE FOR DELAYS OR FAILURE TO PERFORM CAUSED BY EVENTS BEYOND ITS REASONABLE CONTROL, EXCEPT IN CASES OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. THE MAXIMUM LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING FROM THE SALE OR USE OF THE GOODS SHALL NOT EXCEED THE TOTAL PURCHASE PRICE PAID FOR THE GOODS OR SERVICES GIVING RISE TO THE CLAIM.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA, LOST BUSINESS, OR COSTS ASSOCIATED WITH REPAIRING, REPLACING, OR RECOVERING HARDWARE, SOFTWARE, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY. THESE LIMITATIONS APPLY TO ALL THEORIES OF LIABILITY, INCLUDING CONTRACT, TORT, WARRANTY, AND INDEMNITY.

Limited Warranty

All computer systems, servers, components, and related products sold by Seller are covered under Seller's Limited Warranty, available at www.boldata.com/warranty, which is incorporated herein by reference.

Compliance with Laws and Export Regulations

Each Party shall comply with all applicable federal, state, and international laws, regulations, and orders governing its obligations under this Agreement.

Products, software, firmware, and technical information supplied under this Agreement may be subject to U.S. export control laws, including the Export Administration Regulations and OFAC sanctions. The Parties agree that such items may only be used, transferred, or exported in compliance with all applicable export requirements. Each Party shall execute any export-related documentation reasonably required for compliance. Buyer shall not knowingly take any action that would cause Seller to violate export laws.

Force Majeure

Neither Party shall be liable for delays or failure to perform resulting from events beyond its reasonable control, including acts of God, natural disasters, epidemics, war, terrorism, labor disruptions, shortages of components or materials, carrier failures, or governmental actions. Seller may extend delivery dates to reflect such delays.

Jurisdiction and Venue

All sales and any disputes arising from them shall be governed by the laws of the State of California and applicable federal law. The exclusive venue for any legal action shall be the state or federal courts of Alameda County, California. Buyer consents to such jurisdiction. The prevailing party shall be entitled to reasonable attorneys' fees and costs.

Entire Agreement

This Agreement, together with the Invoice and any incorporated documents, constitutes the entire and exclusive agreement between the Parties and supersedes all prior or contemporaneous proposals, communications, or agreements.

Any conflicting or additional terms furnished by either Party shall not apply and are not binding. No amendment, modification, or waiver is valid unless set forth in a written document signed by both Parties.