6. OTHER PROVISIONS:
A.
INDEMNIFICATION OF VAIS, ITS AGENTS AND EMPLOYEES . By Purchasing, Installing and Using the Products, You, the End-
User, agree to indemnify, defend and hold harmless, VAIS, and it s Affiliates, Directors, Officers, Agents and Employees from an y Liabilities,
Damage, Loss, Claim and Expense (including reasonable Attorney’s Fees) arising out of the installation and use of the Products.
B.
GOVERNING LAW. THIS AGREEMENT, and all Purchases hereunder shall be governed by, and construed under the laws of the
State of Colorado, without regard to conflicts of law rules. You agree that the Courts of Colorado shall have exclusive jurisdi ction over the
Parties, for all disputes. Venue shall lie exclusively in either: (i) Arapahoe County District Court; or the U.S. District Cour t, District of
Colorado.
C.
NOT FOR RESALE NOR EXPORT ASSURANCES . You, the End-User certifies and agrees that the Products are being
Purchased for the End-Users own use, and not for resale. The End-User further agrees that he/she/it will not remove components from
Product for resale, unless he/ she/ it becomes certified as an official dealer of VAIS and enters into the appropriate ‘Distrib ution Agreements’
required by VAIS technology. The End-User further agrees that neither the software, nor any other technical date received from VAIS, nor
the direct Product thereof, will be exported outside the United States, except as authorized and as permitted by VAIS and in accordance with
the laws and regulations of the United States. If the software or Products rightfully obtained by you outside of the United States, you agree
that you will not export the Software, Products, nor other technical data, received from VAIS; except as authorized and as permitted by
VAIS, and in accordance with the laws and regulations of the United States. VAIS and the End-User recognize that violation of t hese
provisions will result in damages to VAIS, in a substantial amount, which is not easily determined. If these provision are violated, the End-
User shall be liable to VAIS in the amount of $100/day, as liquidated damages and not as a penalty, commencing with the first d ay in which
the end-user violates this provision and ending on the day in which such Products or its parts are recovered by VAIS.
D. FORCE MAJEURE. VAIS Technology shall not be liable for any delay or failure in performance caused by or resulting from acts of
God, fire, flood, storms, earthquakes, tornados, other acts of nature, any accidents, riots, wars, government intervention, embargoes, strikes,
labor difficulties, equipment failures, or any other causes beyond the control of VAIS Technology. Quantities are subject to av ailability. In the
event of shortage, VAIS Technology may allocate sales and deliveries in its sole discretion.
E.
WAIVER
.
Failure of VAIS Technology to insist upon strict performance of any provisions hereof shall not be deemed a waiver of its right
and remedies.
F. SEVERABILITY: In the event that any of the provisions, or portions thereof, of this Agreement are held to be unenforceable or
invalid by any court or tribunal of competent jurisdiction, the validity and enforceability of the remaining provisions, or portions thereof, shall
not be affected thereby, and effect shall be given to the intent manifested by the provisions, or portions thereof, held to be enforceable and
valid.
G. CONSTRUCTION
:
Throughout this Agreement the singular shall include the plural, and the plural shall include the singular, and
masculine shall include the feminine wherever the context so requires.
H. COMPETENCY OF THE PARTIES . Each party is legally competent and fully authorized to execute this Agreement.
I. OPPORTUNITY TO REVIEW AGREEMENT WI TH COUNSEL OF PARTIES OWN CHOOSING . You, the End-User acknowledge
that YOU have had every right to consult a licensed attorney, and have done so to the extent of your desires, prior to entering into this
Agreement, and: (a) has fully and carefully read and considered this Agreement prior to its execution; (b) has been sent to, or has had the
opportunity to be fully apprised by his or her attorney of the legal effect and meaning of this document and all of its terms a nd conditions; (c)
has had the opportunity to make whatever investigation or inquiry he/she deems necessary or appropriate in connection with the subject
matter of this Agreement; (d) has been afforded the opportunity to negotiate as to any and all terms of this Agreement; and (e) is executing
this Agreement voluntarily, free from any undue influence, coercion, duress or fraud of any kind.
J. BINDING EFFECT: Upon execution, this Agreement shall be binding and fully enforceable, and shall inure to the benefit of the
parties hereto, their successors, personal representatives and heirs.
K.
NOTICES: All notices, as may be required by this Agreement, shall be sent to the respective parties at the addresses set forth
below. Appropriate registered or certified mailing to the parties may modify the place of notice.
L. ENTIRE AGREEMENT. These terms and conditions constitute the entire and exclusive agreement between you, the End-User and
VAIS Technology, concerning the Products, and your purchase hereund er, and supercede all statements or other agreements, whether oral
or written, between you and VAIS Technology. No change in this Agreement shall be effective, unless agreed to in writing by bot h, you, the
end-user and VAIS.
IF YOU DO NOT AGREE WITH THESE TERMS, PLEASE RETURN
THE VAIS PRODUCTS (INCLUDING THE SOFTWARE* AND ANY
WRITTEN MATERIALS) IN ORIGINAL CONDITION, AND IN
ORIGINAL PACKAGE (INCLUDING SHIPPING BOX, AND ALL
PACKAGING BELONGINGS USED FOR SECURE SHIPPING)
WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT OF THE
PRODUCTS, TO THE PLACE FROM WHICH YOU PURCHASED
THEM, FOR A FULL REFUND OF THE PURCHASE PRICE OF
THE VAIS PRODUCTS.
* VALID FOR SPECIFIC VAIS PRODUCTS ONLY
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