Redundancy & Backup Systems

Shouldn’t any company charged with the responsibility of managing procurement, client-order-fulfillment and asset management have clearly defined policies and procedures available online to preclude the possibility of any misunderstanding?

Site Authorization License Agreement This is a legal agreement between the Customer (either or an individual or an entity), the end user, and Prorizon Corp..

1. GRANT OF LICENSE. This Prorizon Corp. license agreement ("License") permits the Customer to utilize Prorizons Comm-Plete Procurement Internet interface hosted by Prorizons which is a Closed Network. By Closed Network it is meant that the Customer or the Customer's representative must be approved for access in advance of order submission ("Closed Network"). All authorized Customer personnel and/or Customer representatives must be supplied to Prorizon either in writing or on electronic media to have a User Profile established in Comm-Plete. The Customer will also provide in writing or on electronic media the details of the User Profile to be established to include, but not limited to: user's name; phone number; extension; fax number; email address; name, phone number and email address of person approving his/her orders. In addition, the Customer must provide the user's security authorization level and dollar approval in the format provided by Prorizon. Customer shall indemnify and save harmless Prorizon from and against any Claim asserted against Prorizon by Customer or third parties and arising out of Customer's use of services provided under this Agreement, unless such Claim arises out of the willful misconduct or gross negligence of Prorizon.

2. COPYRIGHT. The SOFTWARE including all Customer requested enhancements remain the property of Prorizon Corp. and is protected by United States copyright laws and international treaty provisions. Therefore, Customer must treat the SOFTWARE like any other copyrighted material (e.g., a book or musical recording). Customer shall treat all data, reports, screens displays, screen prints, manuals or printed information about the SOFTWARE as confidential information, which may not be disclosed to third parties without the expressed written consent of Prorizon.

3. OTHER RESTRICTIONS. This Prorizon License Agreement is your proof of license to exercise the rights granted herein and must be retained by Customer. Customer may not rent, sub-lease or lease the SOFTWARE. The Customer may not reverse engineer, decompile, or disassemble the SOFTWARE. The License granted hereunder entitles Customer to use the Software solely for Customer's internal needs, and not for service bureau or time-sharing services. Customer may not modify, alter, reproduce, publish, divulge, disseminate, transmit or make any unauthorized use of the Software, or use the Software to create a derivative work, without the prior written consent of Prorizon.

LIMITED WARRANTY. Prorizon Corp. warrants that (a) the SOFTWARE will perform substantially in accordance with the accompanying written materials during the term of the attached Procurement Services Agreement. Any implied warranties on the SOFTWARE are limited to the term of the Procurement Services Agreement. Some states do not allow limitations on duration of an implied warranty, so the above limitation may not apply to Customer.

CUSTOMER REMEDIES. Prorizon Corp.'s entire liability and your exclusive remedy shall be Prorizon Corp.'s repair or replacement of the SOFTWARE that does not meet Prorizon Corp.'s Limited Warranty. This Limited Warranty is void if failure of the SOFTWARE has resulted from accident, abuse, or misapplication. Any replacement SOFTWARE will be warranted for the remainder of the original term of the agreement. Neither these remedies nor any product support services offered by Prorizon Corp. are available for this U.S.A. version product outside of the United States of America.

NO OTHER WARRANTIES. PRORIZON CORP. DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SOFTWARE, THE ACCOMPANYING WRITTEN MATERIALS, AND ANY ACCOMPANYING HARDWARE, THIS LIMITED WARRANTY GIVES CUSTOMER SPECIFIC LEGAL RIGHTS. THESE MAY VARY FROM STATE TO STATE.

NO LIABILITY FOR CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL PRORIZON CORP. OR ITS SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THIS PRORIZON CORP. PRODUCT, EVEN IF PRORIZON CORP. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO CUSTOMER.

The SOFTWARE and documentation are provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the Government is subject to restrictions as set forth in subparagraph (c) (1) (ii) of the Rights in Technical Data and Computer Software clause at DFARS 2522.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software--Restricted Rights at 48 CFT 52.227-19, as applicable. Manufacturer is Prorizon Corp., 1100 Circle 75 Parkway, Suite 800, Atlanta, GA 30339.

Should Customer have any questions concerning this Agreement, or if Customer desire to contact Prorizon Corp. for any reason, please write Prorizon Corp., 1100 Circle 75 Parkway, Suite 800, Atlanta, GA 30339.

IN WITNESS WHEREOF, the parties hereto have set their hands as of the date first set forth above.

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By: Signature: Date:
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Policies For Order Formation, RMA's, Order Cancellations And Shipping Methods.

Order Formation: All Orders submitted by Customer shall include a valid purchase order number either provided by the Customer or at Customer's request generated by Comm-Plete. In addition the following valid information should be included: Division, Unit and/or Cost Center; Who it is ordered for and; any pertinent information to be included in the order notes which may facilitate the correct items to be delivered in a timely and efficient manner.

Approving Contacts: All Approving Contacts must be provided by the Customer or Customer's approved representative in writing prior to acceptance of any Orders by the Approving Contact.

Order Acceptance: All Orders must be provided through the Comm-Plete system, except an Order may be provided by fax in the event access to the Comm-Plete system has been interrupted.

Part Numbers: All Orders must contain valid part numbers for each item ordered. Any Orders containing invalid part numbers will be forwarded back to the Approving Contact for resolution. At the point of resolution, a new approval date and time will be assigned to the Order.

Change Orders: Requests to change Orders submitted by the Approving Contact, must be submitted to Prorizon by email at order@prorizon.com. If Internet access to either the Customer or Prorizon has been interrupted, change Orders may be submitted by fax during the interruption.

Delivery of Items: Within the Order submitted to Prorizon, the Approving Contact may designate the order to have normal or expedited delivery. Under normal delivery, Prorizon shall use reasonable efforts to have the items which are available and not a Back Order Item to be delivered within ten (10) business days of submission of the approved Order. When an Order is submitted as an expedited delivery, Prorizon shall use efforts to have the items which are available and not a Back Order Item to be delivered by the next business day of submission of the approved Order provide the Order was submitted prior to 4:00 PM EST. Any expedited Orders submitted after 4:00 PM may experience an additional business day delay. The Customer agrees that expedited Orders will have higher shipping and/or handling costs (ie overnight mailing charges, rush handling, courier charges, etc.) and by submitting the Order with expedited delivery agrees to pay the higher shipping and/or handling costs.

Back Ordered Items: Customer understands and agrees that Back Ordered Items are a function of supply network stocking and/or the supply and demand of a manufacturer's item and are outside the control of TeleConcepts. Customer agrees to help minimize the impact of Back Ordered Items, that (s)he should provide a monthly forecast of critical items by part number. This forecast may be updated at any point by the Customer. Prorizon shall use reasonable efforts to help configure the stock at the closest warehouses to assist minimizing the occurrence of Back Ordered Items.

Holiday Support: Prorizon will make its holiday schedule available to the Customer. In the event the Customer shall need Prorizon support during a scheduled Prorizon holiday, such request should be made in writing at least five (5) business days in advance.

RMA Return Policy: Requests and the processing of RMA's are as follows: I) Request for an RMA must be made no later than twenty-one (21) days from receipt of merchandise and specify in reasonable detail the reason for the RMA request; II) if Prorizon honors the RMA request, an RMA number will be provided by Prorizon; no return will be accepted without an RMA number III) RMA ITEMS WILL ONLY BE ACCEPTED WHEN THEY ARE RETURNED UTILIZING THE ORIGINAL BOXES CONTAINING ALL, MANUALS, EQUIPMENT, SOFTWARE, ANY ASSOCIATED PACKAGING MATERIALS AND ORIGINAL RECEIPT (HARDWARE AND SOFTWARE MUST BE IN ORIGINAL WORKING CONDITION); IV) Once an RMA number has been requested, the Customer will have five (5) business days to return the RMA'd item, after that time the item will be deemed accepted by the Customer for payment; V) Order items cancelled after shipment , but prior to receipt by the Customer are deemed to be RMA items and the Customer should follow the RMA policy for return of the item once it has been received; VI) A MAXIMUM OF TEN PERCENT (10%) OF THE ITEMS PURCHASED FROM A SPECIFIC MANUFACTURER MAY BE RMA'd IN ANY SUBSEQUENT MONTH (ie. IBM has a 3% return policy, if $10,000 of IBM equipment was purchase in January, than in February the maximum amount of returnable IBM merchandise is $3,000); the Customer understands the percentage of returnable merchandise set by the manufacturer or its agent not Prorizon and this percentage may vary by manufacturer and; VII) the original shipping cost and RMA shipping costs of non-DOA merchandise will be borne by the Customer.

Restocking Fee: A Restocking fee may be charged whenever an item is returned, by customer request, for any reason other than for replacement of a defective part. The Restocking fee is intended to cover actual charges to TeleConcepts by original manufacturers or wholesalers, plus shipping and handling. A restocking fee up to 21% may be charged in addition to any original shipping and handling as well as any return shipping fee. When a fee is necessary, it will be billed on a supplemental invoice referencing the original purchase order provided by the customer.

Cancellations: Any item of an order may be cancelled prior to shipment. The Customer agrees to use reasonable efforts to notify Prorizon of a cancellation prior to shipment. If an Order item is cancelled after shipment it must be treated as an RMA.

DOA Merchandise: Any order items which are DOA must be returned to Prorizon, within twenty-one (21) business days and the Customer should follow the RMA procedure to return the item.

Credits: As a standard, credits for RMA's or DOA merchandise will be issued against the existing invoice if the invoice has not be paid. In the event an invoice has already been paid or the credit the result of an overpayment, the credit will be applied toward the next invoice(s) issued. All such credits will be visible on the monthly recap report provided by Prorizon.

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Limitation Of Liability

Prorizon shall use reasonable efforts to provide prompt and efficient service; however, Prorizon makes no warranties or representations regarding the services except as specifically stated in this paragraph 9.(a). Prorizon will use due care in all programming work performed by Prorizon for Customer and agrees that it will, at its expense, programmatically correct any errors which are due solely to malfunction of Prorizon' computers, operating systems or programs or errors by Prorizon' employees or agents. Correction shall be limited to such correction of the software systems. Prorizon will not be responsible in any manner for failures of, or errors in, proprietary systems and programs other than those of Prorizon, nor shall Prorizon be liable for errors or failures of Customer's software, operational systems or damages arising out of Customer's abuse, misuse or operator error. CUSTOMER ACKNOWLEDGES THAT PRORIZON IS NOT A MANUFACTURER OF THE EQUIPMENT FURNISHED HEREUNDER. IF THE EQUIPMENT IS UNSATISFACTORY FOR ANY REASON, CUSTOMER SHALL MAKE ANY AND ALL CLAIMS SOLELY AGAINST THE MANUFACTURER OF THE EQUIPMENT, AND NOT AGAINST PRORIZON. CUSTOMER ACKNOWLEDGES THAT IT HAS SELECTED EACH ITEM OF EQUIPMENT IN ITS OWN INDEPENDENT JUDGMENT WITHOUT RELYING ON ANY STATEMENTS OR ASSURANCES BY PRORIZON AND AS BETWEEN PRORIZON AND CUSTOMER, CUSTOMER ALONE ASSUMES ALL RISKS ARISING OUT OF THE SELECTION, OPERATION, CONDITION, DESIGN OR USE OF THE EQUIPMENT. Should there be any failure in performance or errors or omissions by Prorizon with respect to the Order information being processed and submitted to the Prorizon supply network, Prorizon' liability shall be limited to using reasonable efforts to correct such Order information so long as Prorizon has been promptly notified of such error. In no event, except as specifically set forth herein, shall Prorizon be liable to Customer or any third parties (including Customer's End Users) for any Claim even if Prorizon has been advised of the possibility of such a Claim.

Customer shall indemnify and save harmless Prorizon from and against any Claim asserted against Prorizon by third parties and arising out of Customer's use of services provided under this Agreement, unless such Claim arises out of the willful misconduct or gross negligence of Prorizon.

LIABILITY OF PRORIZON IN ANY AND ALL CATEGORIES AND FOR ANY ALL CLAIMS ARISING OUT OF THIS AGREEMENT OR OUT OF ANY ACT OR OMISSION RELATING THERETO SHALL, IN THE AGGREGATE, NOT EXCEED THE PURCHASE PRICE OF COMM-PLETE AND ANY RELATED PROGRAMMING ENHANCEMENTS BY PRORIZON OVER THE SIX (6) MONTHS PRECEDING SUCH DATE IN WHICH THE DAMAGE OR INJURY IS ALLEGED TO HAVE OCCURRED, BUT IF THIS AGREEMENT HAS NOT BEEN IN EFFECT FOR SIX (6) MONTHS PRECEDING SUCH DATE, THEN OVER SUCH FEWER NUMBER OF MONTHS THAT THIS AGREEMENT HAS BEEN IN EFFECT. IN NO EVENT SHALL PRORIZON BE LIABLE TO CUSTOMER, WHETHER IN CONTRACT OR IN TORT OR UNDER ANY OTHER LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, STRICT LIABILITY AND NEGLIGENCE) FOR LOST PROFITS OR REVENUES, LOSS OR INTERRUPTION OF USE, LOST OR DAMAGED DATA, REPORTS, DOCUMENTATION OR SECURITY, OR SIMILAR ECONOMIC LOSS, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR SIMILAR DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE PERFORMANCE OR NON-PERFORMANCE OF THIS AGREEMENT, OR FOR ANY CLAIM MADE AGAINST CUSTOMER BY ANY OTHER PARTY, EVEN IF PRORIZON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIM. NO ACTION, REGARDLESS OF FORM, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT MAY BE BROUGHT BY CUSTOMER MORE THAN ONE (1) YEAR AFTER THE FIRST TO OCCUR OF (1) THE TERMINATION OR EXPIRATION OF THIS AGREEMENT OR (2) THE EVENT GIVING RISE TO SUCH CAUSE OF ACTION.

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As used herein, "Confidential Information" shall mean (a) proprietary information, (b) information marked or designated as confidential, (c) information otherwise disclosed in a manner consistent with its confidential nature, (d) information of one party, whether or not in written form and whether or not designated as confidential, and (e) information submitted by one party is obligated to keep the information confidential. The parties hereto expressly recognize and acknowledge that, as result of the provision of services pursuant to this Agreement, Confidential Information which may be proprietary to each party must or may be disclosed to the other. Each party hereby agrees that it will make no disclosure of Confidential Information provided under this Agreement without the prior written consent of the other party. Additionally, each party shall restrict disclosure of said information to its own employees, agents, or independent contractors to whom disclosure is necessary and who have agreed to be bound by the obligations of confidentiality hereunder. Such employees, agents or independent contractors shall use reasonable care, but not less care than they use with respect to their own information of like character, to prevent disclosure of any Confidential Information. Nothing contained in this Agreement shall be considered as granting or conferring rights by license or otherwise in any Confidential Information disclosed.