The following terms and conditions shall apply to Customer Purchase Orders ("Orders") for the purchase of any products ("Products") and the licensing of any software ("Software") furnished by WinSystems, Inc.

1. WinSystems hereby grants to Customer a non-exclusive license (the "License") to use any Software which it may furnish to Customer in connection with the sale of any Products hereunder.
2. Under the License, Customer shall use the Software solely in conjunction with its use of the Products. Customer shall place on each copy of the Software which it makes for its own use the identical ownership notice set forth thereon by WinSystems. Customer shall not otherwise copy or reproduce the Software. Customer shall not sublicense, transfer, assign or disclose the Software to any third party; provided, however, Customer shall have a non-exclusive right to market the Software in conjunction with a transfer or sale by Customer of the Products.
3. The License shall commence upon delivery of the Software to Customer. WinSystems may elect to terminate the License at any time upon 30 days prior written notice if Customer, or its transferee, fails to comply with the terms and conditions of the License. Upon termination, all Software material, including documentation and media, will be returned promptly to WinSystems.
4. WinSystems warrants that a period of two (2) years from the date of shipment any Products and Software purchased or licensed hereunder which have been developed or manufactured by WinSystems shall be free of any defects and shall perform substantially in accordance with WinSystems’specifications therefor. With respect to any Products or Software purchased or licensed hereunder which have been developed or manufactured by others, WinSystems shall transfer and assign to Customer any warranty of such manufacturer or developer held by WinSystems, provided that the warranty, if any, may be assigned. The sole obligation of WinSystems for any breach of warranty contained herein shall be, at its option, either (i) to repair or replace at its expense any materially defective Products or Software, or (ii) to take back such Products and Software and refund the Customer the purchase price and any license fees paid for the same. Customer shall pay all freight, duty, broker’s fees, insurance, charges and other fees and charges for the return of any products or Software to WinSystems under this warranty. WinSystems shall pay freight and insurance charges for any repaired or replaced Products or Software thereafter delivered to Customer within the United States. All fees and costs for shipment outside of the United States shall be paid by Customer. The foregoing warranty shall not apply to any Products of Software which have been subject to abuse, misuse, vandalism, accident, alteration, neglect, unauthorized repair or improper installation.
5. THERE ARE NO WARRANTIES BY WINSYSTEMS EXCEPT AS STATED HEREIN. THERE ARE NO OTHER WARRANTIES EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MECHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL WINSYSTEMS BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES FOR LOSS OF DATA, PROFITS OR GOODWILL. WINSYSTEMS’MAXIMUM LIABILITY FOR ANY BREACH OF THIS AGREEMENT OR OTHER CLAIM RELATED TO ANY PRODUCTS, SOFTWARE, OR THE SUBJECT MATTER HEREOF, SHALL NOT EXCEED THE PURCHASE PRICE OR LICENSE FEE PAID BY CUSTOMER TO WINSYSTEMS FOR THE PRODUCTS OR SOFTWARE OR PORTION THEREOF TO WHICH SUCH BREACH OR CLAIM PERTAINS.
6. Title to the Products shall remain vested in WinSystems until complete payment is made by Customer. Title to any Software shall remain vested in WinSystems, or WinSystems’licensor from whom WinSystems has obtained marketing rights, both before, during and after the term of the License. Nonpayment when due of the purchase price for any Products of the License fees for any Software, or, if applicable, taxes and/or the cost of any freight and insurance for any Products and/or Software, shall entitle WinSystems to take possession of the Products and/or Software without notice to Customer or prejudice to WinSystems’rights under contract or any other legal remedy.
7. Until title to the Products pass in accordance with the provision set out above, except with the prior written approval of WinSystems, no Products shall be modified, altered, moved or in any way assigned, sublet, mortgaged or charged nor may Customer part with possession of all or part of the same.
8. There are no understandings, agreements or representations, express or implied, other than those set forth herein. This Order embodies the entire agreement between the parties and may be waived, amended or supplemented only by a written instrument executed jointly by WinSystems and Customer as evidenced only by the signature of duly authorized officers of each party. The foregoing terms and conditions of any order which may be issued by Customer for the purchase of Products of licensing of Software hereunder.
9. In the event this Order is placed in the hands of an attorney or collection agency by WinSystems to collect any sums due hereunder to WinSystems, Customer shall pay all reasonable attorney’s fees, expenses, collection and court costs incurred by WinSystems.
10. THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED UNDER THE TEXAS UNIFORM COMMERICAL CODE AND THERE APPLICABLE LAWS OF THE STATE OF TEXAS. THE PARTIES ACKNOWLEDGE THAT ANY ACTION BROUGHT HEREUNDER SHALL ONLY BE BROUGHT IN A COURT OF COMPETENT JURISDICTION IN TARRANT COUNTY, TEXAS.