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Products and Services General Terms and Conditions

Updated August 2024

If actual shipping cost as provided by carrier is exceeding the amount charged, Digitizer will issue the invoice of balance amount to be paid by customer.

Unless otherwise agreed in writing and signed by an authorized representative of Digitizer Corp. or its applicable subsidiary, these Products and Services General Terms and Conditions (“General Terms”), as published on Digitizer Corp’s Web site located at www.DigitizerCorp.com at the time of sale or procurement, govern all purchases and provisioning of products and services, including Digitizer Corp Services (as defined below) (collectively “Products”) by the entity placing an order (“Customer”) and Digitizer Corp., a Delaware corporation, or its appropriate subsidiary(ies) with which Customer transacts (individually and collectively, “Digitizer Corp”). For the purposes of these General Terms, the term “Digitizer Corp Services” means services provided by Digitizer Corp or Digitizer Corp’s subcontractor which may be offered as a SKU or as described in a Statement of Work (SOW), excluding services provided by a manufacturer, publisher or other service provider of the Products (“Vendor”). By ordering any Product, Digitizer Corp Services or Vendor Services, Customer accepts and agrees to be bound by and comply with these General Terms. “Vendor Services” include any software or cloud products or services provided to end users directly by a Vendor. Digitizer Corp will sell to Customers an entitlement to obtain access to or acquire the Vendor Services and will place orders with the Vendor, manage billing, and provide agreed support services related to gaining access to the Vendor Services.

Most software, including Vendor Services, is offered on a subscription basis for an initial term that is often subject to auto-renewal. Further, software typically does not require any physical delivery, and thus no terms herein related to delivery or physical returns will apply to software or Vendor Services unless expressly agreed otherwise. Customer’s resale of software or Vendor Services may be subject to additional terms and conditions required by the Vendor. All software and Vendor Services will require the end user to accept the Vendor’s end user license agreement, terms of use, or terms of service. Accordingly, if Customer is using software or Vendor Service as an end user, Customer will need to agree to the applicable Vendor terms. Customer’s license or right to use any Vendor Services is provided by the Vendor and not Digitizer Corp and is subject to any terms and conditions made available by the Vendor, including, but not limited to, warranties (if any), ownership of intellectual property and permitted uses.

Vendor Services will be provided by the applicable Vendor, and Digitizer Corp will provide an entitlement to access or acquire the Vendor Services. Digitizer Corp will have no further obligations to the Customer or to any subsequent customer or end user once Digitizer Corp has provided the entitlement to access or acquire the Vendor Services to the Customer, apart from placing orders with the Vendor, managing billing, and providing agreed support services related to gaining access to the Vendor Services.

1. Credit.

Digitizer Corp will specify Customer’s payment terms when Customer establishes its account. Customer’s credit line and payment terms are subject to change from time to time. Digitizer Corp has the right to modify, increase, decrease or terminate Customer’s credit privileges and terms at any time.

2. Orders.

For all of Customer’s purchases from Digitizer Corp: (i) Customer is required to sell the Product within the authorized territory only, in accordance with any applicable Vendor territory limitations, and comply with all U.S. trade policies and laws as well as U.S. export control laws and regulations; (ii) if Digitizer Corp requests, Customer must provide Digitizer Corp information regarding the territories where Customer intends to resell the Products from Customer; and (iii) Customer may not resell Products outside the authorized territory without Digitizer Corp’s prior written approval. Additional terms and conditions may apply to the purchase of certain Products as specified with the description of the particular Product. Customer’s orders are offers to purchase Products subject to these General Terms. All orders are subject to Digitizer Corp’s acceptance. Digitizer Corp may decline or cancel any order for any reason at any time prior to acceptance, which occurs at time of shipment, or as otherwise specified in these General Terms. Digitizer Corp’s acceptance of Customer’s order is limited to these General Terms without any modification or exception. Additional terms and conditions on any Customer document (e.g., order) will have no effect and will not change or add to these General Terms whether or not Digitizer Corp specifically objects to those terms and conditions. Customer represents and warrants that all of Customer’s employees and agents placing orders on behalf of Customer are duly authorized to commit Customer. Customer acknowledges that by saving a credit card for future use, Customer agrees to store its card details for future payments. Customer is responsible for keeping its login information secure and safe. Anyone who has access to Customer’s account will be able to make purchases using Customer’s saved card. Customer will be liable for any transactions made on Customer’s account. Customer is responsible for monitoring its orders on a daily basis. All accepted orders are binding. Customer may not cancel or amend any accepted order without Digitizer Corp’s written consent, except in the event of a material default by Digitizer Corp with respect to such order which has not been cured by Digitizer Corp within a reasonable period of time, but not less than 10 days, following receipt of written notice from Customer of such default. Any cancellation by Customer permitted under these General Terms must be in writing and specify in reasonable detail the nature of the default. Orders for non-standard Products, including Products configured to Customer’s specifications, are non-cancelable and non-returnable.

3. Price.

Customer may purchase Products at the prices prevailing at the time of shipment, as determined by Digitizer Corp. Quoted prices are subject to change without notice and, unless specifically included in a quote or invoice, do not include any taxes, handling, shipping, transportation, duties or other charges or fees. Customer is responsible for all applicable fees and all federal, state, provincial, municipal, custom duties, and other government taxes (such as sales, use, value-added, and similar taxes) on the sale and delivery of Products. Customer must present to Digitizer Corp exemption certificates, valid in the place of delivery, prior to shipment. If Customer is offered special pricing for certain orders and such pricing is made available to Digitizer Corp by a Vendor, Customer will adhere to the applicable special pricing terms and conditions provided by the Vendor. Customer agrees to pay any service fees charged for Digitizer Corp's pass through of special pricing and other Vendor driven benefits Customer may receive, including any marketing funding, price protection and individual rebates, and agrees that pass through and payment of such benefits will be subject to Digitizer Corp having received the benefits from Vendor. The special pricing terms may require Customer to comply with certain requirements including without limitation: (i) the sale of the Products only to specifically named customers; (ii) the disclosure of customer information to Digitizer Corp and the Vendor for the purpose of end-user verification; (iii) the submission of copies of customer invoices, purchase orders or shipping documents to Digitizer Corp and the Vendor; and (iv) selling the Products into the authorized territory(ies) as specified by the Product’s Vendor. Subject to the special pricing terms and conditions applicable for the individual Vendor and Products, breach of the special pricing terms and conditions may entitle Digitizer Corp and/or the Vendor to reclaim and invoice Customer in full for all discounts, rebates and other special price conditions granted to Customer under the special pricing terms and conditions or special price. Customer agrees and understands that any special discounts or promotions offered by Digitizer Corp are only applicable to Products that are sold into the authorized territory(ies) as specified by the Vendor. If Customer does not sell the Products into the authorized territory(ies) as specified by the Vendor, Customer agrees to reimburse Digitizer Corp the value of special discounts and promotions and indemnify Digitizer Corp from and against all losses, claims, damages, penalties, costs and expenses caused by Customer when failing to comply with this provision.

4. Taxes

Each party will be responsible for taxes based on its own capital, net income, gross receipts, employment taxes of its own employees, and for taxes on any property it owns. Customer is otherwise responsible for all applicable fees and taxes, including any sales, value added, federal, state, provincial, municipal, and other government taxes or duties on Customer orders.

If applicable law requires Customer to deduct any amount from the amounts to be paid to Digitizer Corp due to withholding taxes or any other taxes or levies of any kind, Customer shall pay all such additional amounts to Digitizer Corp so that the net amounts received by Digitizer Corp are the amounts specified on the invoice. To the extent that any withholding tax is payable, Digitizer Corp and Customer shall mutually collaborate and provide any and all assistance reasonably requested to obtain the benefits of any applicable tax treaty between the country where the Digitizer Corp entity that accepted Customer order is located and the applicable jurisdiction where the withholding tax applied.

Where applicable, Customer will provide Digitizer Corp a valid resale or exemption certificate or listing of all valid tax registration identification numbers to minimize indirect taxes (including value added, sales, use, excise, duties, gross receipts, goods and services, and other transaction taxes, fees and surcharges). Customer agrees to pay Digitizer Corp for any and all underpaid transaction taxes and any associated interest and penalties thereon if it was later determined that such underpayment was the result of inaccurate or incomplete resale exemption documentation or tax identification numbers provided to Digitizer Corp by customer used in the determination of the amount of transaction taxes to be paid by Customer. Digitizer Corp reserves the right to request from Customer reimbursement thereof.

5. Payment.

Customer agrees to pay all charges according to the payment terms established in each invoice for Products it acquires from Digitizer Corp. Customer waives any right it may have at law, in equity, under contract or otherwise to set-off or exercise any similar remedy against Digitizer Corp in whole or in part, any sum that Digitizer Corp or any of its subsidiaries may owe Customer. Digitizer Corp may apply payments to any of Customer’s accounts. If Customer defaults on any payment to Digitizer Corp, Digitizer Corp may reschedule, suspend, or cancel any outstanding delivery or order and declare all outstanding balances under all invoices immediately due and payable. Customer agrees to pay interest in the amount of 1.5% per month, or the highest rate permitted by law, whichever is less, on any payment past due, pursuant to the terms set forth on each invoice until collected. Customer must pay to Digitizer Corp all costs and expenses, including without limitation, reasonable attorneys’ fees and the fees of any collection agency and court costs, incurred by Digitizer Corp in exercising any of its rights or remedies under, or enforcing any of the terms, conditions or provisions of, these General Terms. Except as otherwise provided under applicable law, any credits provided by Digitizer Corp will automatically expire if not used within 12 months.

6. Transportation.

All deliveries of hardware Products to destinations in the United States, excluding its territories and possessions, will be made FOB origin Digitizer Corp’s designated location and deliveries of Products to destinations outside of the United States will be made Ex Works (Incoterms 2020). Title to and risk of loss, damage or delay to Products (except for software and services) will pass to Customer upon Digitizer Corp’s tender of the Products to the transportation provider. After transportation of a shipment of Products from Digitizer Corp has commenced, Customer will not divert the shipment to a different consignee or destination point without Digitizer Corp’s written approval. If Digitizer Corp arranges transport on Digitizer Corp’s account, transportation will be arranged and charges will be added to Customer’s invoice in accordance with Digitizer Corp’s transportation policy at the time of shipment unless waived by an authorized representative of Digitizer Corp in writing. Digitizer Corp is not responsible for spotting, switching, demurrage or other transportation charges unless agreed in writing. Digitizer Corp is not liable for any delays in delivery or for partial or early deliveries. If Customer directs Digitizer Corp to charge transportation fees to a third-party account number or to ship “freight collect”, Customer is responsible for all transportation and accessorial charges associated with the order and remains responsible for cargo loss and damage in transit claims with the transportation provider. Digitizer Corp is not liable for any Customer requirements not stated in these General Terms. Customer or the consignee receiving delivery must accept deliveries of all shipments, including partially damaged or “short” shipments, and must inspect the Products and secure written acknowledgement from the transportation provider for any shortages, loss, damage or nonconformance. Customer must notify Digitizer Corp in writing within three days of receipt of any delivery of any shortages or non-conforming Products. If Customer fails to notify Digitizer Corp with such three-day period of any shortages or non-conforming Products, the Products will be considered accepted.

7. Cargo Claims.

Customer will have the exclusive responsibility for filing claims for cargo loss, damage or delay (“Cargo Claims”) with the appropriate transportation provider. Upon Customer’s written request, Digitizer Corp will assist Customer in filing Cargo Claims with the transportation provider; such assistance to be limited to furnishing Customer such information and documentation needed to establish the quantity and condition of the hardware Products at origin. Customer will file Cargo Claims in writing with the appropriate transportation provider within nine months of delivery of the shipment or, in the case of delay or non-delivery, within nine months of the date the shipment should have been delivered. Lawsuits for cargo loss, damage or delay must be filed no later than two years from the date a claim is denied, in whole or in part, by the transportation provider.

8. Returns.

Customer may only return Products as permitted in these General Terms. Products are otherwise non-returnable and the prices and fees are non-refundable. Products damaged after receipt may not be returned. In order to be eligible to receive credit for returned Products, Customer must adhere to Digitizer Corp’s current returns processing guidelines. Customer must obtain a valid return merchandise authorization number (“RMA”) from Digitizer Corp for all returns prior to returning any Product. Digitizer Corp has no obligation to issue RMAs. Customer is responsible for ensuring that the RMA is clearly visible on the address label of the Product packaging and for complying with all other Digitizer Corp requirements provided to Customer when the RMA is issued. Unless otherwise agreed in writing by Digitizer Corp, all Product returns from Customer are FOB destination Digitizer Corp’s designated facility, and title and risk of loss will transfer to Digitizer Corp upon receipt and acceptance of returned Products at Digitizer Corp’s facility. Digitizer Corp may refuse delivery of any package without a valid, clearly visible RMA. Except for defective or damaged Products, all Products must be returned with the original packaging intact (including manufacturer’s shrink wrap) and otherwise in unused, resalable condition. Credit will be provided for Product returned in accordance with Digitizer Corp’s return policies at the time the RMA is issued. If Customer returns any Products without Digitizer Corp’s authorization or does not comply with Digitizer Corp’s return requirements, those Products may be subject to return to the shipping location and, if refused, Digitizer Corp may consider the Products abandoned and dispose of them, without crediting Customer’s account. Digitizer Corp may charge a restocking fee for handling any Product that is not returned in accordance with these General Terms. Digitizer Corp’s sole liability for any returned Products will be acceptance of their return and issuance of credits pursuant to Digitizer Corp’s returns processing guidelines.

9. Warranties/Indemnities.

Customer acknowledges that Digitizer Corp is not the manufacturer of the Products. Product warranties, if any, are provided by the Vendor of the Products. DIGITIZER CORP EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES AND COVENANTS, EITHER EXPRESS, IMPLIED, OR STATUTORY WITH RESPECT TO ANY PRODUCT OR SERVICE, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. ALL INFORMATION IS PROVIDED TO CUSTOMER “AS IS.” To the extent authorized, Digitizer Corp will pass through to Customer any transferable Product warranties, indemnities, and remedies provided to Digitizer Corp by the Vendor including any warranties and indemnities for intellectual property infringement. Customer’s, its affiliates’, and their respective customers’ sole and exclusive remedy relating to the Products will be the remedy afforded by the applicable Vendor of such Products to such parties. Digitizer Corp Services will be performed in a professional and workmanlike manner in accordance with the applicable quotation or SOW. Any applicable warranty period for Digitizer Corp Services will be specified in the service description or SOW. As its sole remedy, Customer may request Digitizer Corp re-perform Digitizer Corp Services that do not conform to the warranty within the applicable warranty period. Customer warrants and represents it will investigate the validity and accuracy of all orders for Products placed with Digitizer Corp, including orders for delivery of Products to third parties or to non-Customer destinations, and that Customer is solely responsible for the accuracy of all shipment and delivery instructions to Digitizer Corp. Under no circumstances will Digitizer Corp be obligated to investigate, validate, confirm or reconfirm Customer’s delivery orders, shipment or delivery instructions or the identity of consignee/receiving personnel at destination, nor will Digitizer Corp be liable for incorrect or inaccurate shipment instructions or consignee or destination information.

We have a 15-day return policy, which means you have 15 days after receiving your item to request a return. To be eligible for a return, your item must be in the same condition that you received it, unworn or unused, with tags, and in its original packaging. You’ll also need the receipt or proof of purchase. To start a return, you can contact us at info@digitizercorp.com . If your return is accepted, we’ll send you a return shipping label, as well as instructions on how and where to send your package. Items sent back to us without first requesting a return will not be accepted. You can always contact us for any return question at info@digitizercorp.com .

Digitizer shall refund the amount to the customer on the credit card used for payment after deducting bank credit card services charges fee and any related shipping cost.

Damages and issues Please inspect your order upon reception and contact us immediately if the item is defective, damaged or if you receive the wrong item, so that we can evaluate the issue and make it right.

Exceptions / non-returnable items Certain types of items cannot be returned, like perishable goods (such as food, flowers, or plants), custom products (such as special orders or personalized items), and personal care goods (such as beauty products). We also do not accept returns for hazardous materials, flammable liquids, or gases. Please get in touch if you have questions or concerns about your specific item. Unfortunately, we cannot accept returns on sale items or gift cards.

Exchanges The fastest way to ensure you get what you want is to return the item you have, and once the return is accepted, make a separate purchase for the new item.

European Union 14 day cooling off period Notwithstanding the above, if the merchandise is being shipped into the European Union, you have the right to cancel or return your order within 14 days, for any reason and without a justification. As above, your item must be in the same condition that you received it, unworn or unused, with tags, and in its original packaging. You’ll also need the receipt or proof of purchase.

Refunds We will notify you once we’ve received and inspected your return, and let you know if the refund was approved or not. If approved, you’ll be automatically refunded on your original payment method within 10 business days. Please remember it can take some time for your bank or credit card company to process and post the refund too.

Digitizer shall refund the amount to the customer on the credit card used for payment after deducting bank credit card services charges fee and any related shipping cost.

If more than 15 business days have passed since we’ve approved your return, please contact us at info@digitizercorp.com.

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