BATIPI TERMS & CONDITIONS OF SERVICE USE

Welcome to Batipi! Please read these Terms & Conditions of Service Use carefully. These Terms & Conditions of Service Use create an agreement (“AGREEMENT”) between you ("you", "your", "user" or “CUSTOMER”) and Batipi, Inc (“BATIPI", "us", "we" or "our"), regarding your use of Batipi Services (“SERVICES”), associated software and any local or toll-free numbers assigned to You in connection with the SERVICES.

1. THIS AGREEMENT STARTS WHEN YOU ACCEPT – You accept Batipi SERVICES when You do any of the following actions, without limitation or qualification, to be bound by, and to comply with, these Terms & Conditions:

1.1 You give BATIPI a written or electronic signature; or

1.2 You tell BATIPI orally or electronically that you accept; or

1.3 You open a package that says you are accepting by opening it; or

1.4 You initialize your Batipi SERVICE; or

1.5 You use your Batipi SERVICE; or

1.6 You use your Batipi SERVICE after making any change or addition.

IF YOU DO NOT WANT TO ACCEPT, DO NOT DO ANY OF THESE THINGS – You can cancel, if You are a new or existing customer and not assuming another customer's SERVICE, WITHIN THIRTY (30) DAYS of accepting. You are still responsible for the SERVICE and any charges associated with the SERVICE from the time You accepted the SERVICE through the cancellation date.

2. YOUR SERVICE PLAN BECOMES PART OF THIS AGREEMENT – Your SERVICE Plan includes Your monthly SERVICE allowances and features, and the recurring access and pay–per–use charges associated with those allowances and features, all as described in the materials made available to You at the time You accepted this AGREEMENT. To the extent any condition in Your Plan expressly conflicts with this AGREEMENT, the condition in Your Plan will govern. If at any time You change Your SERVICE (by accepting a promotion, for example), You will be subject to any requirements, such as a new minimum term, we set for that change.

3. Use of SERVICES and Account – You represent and warrant that You are at least 18 years of age or the applicable stated age of majority and that You possess the legal right and ability to accept these Terms & Conditions. You agree not to use the SERVICES and Your account for any unlawful or abusive purpose or in any way which interferes with our ability to provide SERVICES to Our CUSTOMERS, or damages our property.

3.1 BATIPI has the right to interrupt, restrict or terminate SERVICES to Your account, without notice to You, if we suspect fraudulent or abusive activity. You agree to cooperate with us in any fraud investigation and to use any fraud prevention measures we prescribe.

3.2 BATIPI is not responsible to You for unauthorized use of the SERVICES unless the unauthorized use results from BATIPI failure to meet its security obligations stated in these Terms & Conditions. You are responsible for the use of the SERVICES and any information communicated using the SERVICES by any employee of Yours, any person to whom you have given access to the SERVICES, and any person who gains access to your SERVICES as a result of Your failure to use reasonable security precautions, even if such use was not authorized by You.

3.3 Unless You receive prior written consent from us, You may not: (a) modify the SERVICES or use them for sale or rental; (b) decompile, reverse engineer, or disassemble software, materials, content, or SERVICES; (c) remove any copyright or other proprietary notices from the materials, content, or SERVICES or; (d) unless otherwise provided herein, transfer or resell the SERVICES or Your account with BATIPI to another person, organization, or company.

3.4 Business usage as defined in subscrption SERVICES constitutes normal business use of 1 to 2 hours per business day for each business day of the month. Normal Training usage as defined in subscription SERVICES constitutes normal training use of 6 hours per business day for each business day of the month. BATIPI has the right, upon notification, to upgrade a subscription from business usage to training usage if normal business usage is exceeded in 3 consecutive months or in 4 months out of 6 months. BATIPI also reserves the right to charge for overage charges for use above defined normal usage at BATIPI discretion.

4. Suspension or Termination of Your Account – You agree that BATIPI may suspend or terminate your access to the SERVICES without notice if: (a) BATIPI determines that you have violated this AGREEMENT or (b) BATIPI is required to do so by any court or government authority in any country.

4.1 BATIPI may, upon such termination, deactivate or delete your account and any related data, information, and files, and bar any further access to such data, information, and files. Such action may include, among other things, accessing your content or data and/or discontinuing your use of the SERVICES without refund or compensation. BATIPI will issue a refund when appropriate.

4.2 You agree that BATIPI has no obligation to monitor your use of the SERVICES but has the right to do so to ensure your compliance with this AGREEMENT, or to comply with any law, order, or requirement of any court or government authority in any country.

4.3 You agree to comply with all sections of this AGREEMENT even after You are no longer using the SERVICES: especially those pertaining to amounts due and owing.

5. Requirements for Use – To access Batipi SERVICE:

5.1 For Batipi HD Vidyo SERVICE, we recommend a high-speed broadband internet connection with a minimum of 1 Mb/s plus inbound and outbound, and a minimum computer hardware configuration of an Intel Pentium 4 Core 2 Duo or better or any 64-bit dual core or better CPU, 1GB or more RAM, and 40Mb free space on Your hard drive. We also recommend the use of a USB headset (single person), or a USB speakerphone (multiple people) with echo-cancellation, and an external camera designed specifically for HD video conferencing. A BATIPI engineer is available to assist. Even with a compliant broadband connection and a PC or Mac computer that meets all of these requirements there are many factors that can affect the quality of your call. BATIPI is not responsible for network, internet condition, or incompatible firewall or other software, which may impact availability and quality of Your SERVICE.

5.2 For Batipi Communication SERVICE, we recommend a high-speed broadband internet connection with a minimum of 1 Mb/s plus inbound and outbound, and an IP phone handset or commercial computer software (no freeware) that supports both SIP audio and optionally h.264 video. We also recommend the use of a USB headset (single person), or a USB speakerphone (multiple people) with echo-cancellation, and an external camera designed specifically for HD video conferencing. A BATIPI engineer is available to assist. Even with a compliant broadband connection and a PC or Mac computer that meets all of these requirements there are many factors that can affect the quality of your call. BATIPI is not responsible for network, internet condition, or incompatible firewall or other software, which may impact availability and quality of Your SERVICE.

6. Registration – to register, You will need a user name, physical address, email address, password and credit card information (the “REGISTRATION INFORMATION”). You are responsible for maintaining the confidentiality and security of Your REGISTRATION INFORMATION and for any and all activity that occurs under Your account. You agree to notify BATIPI of any unauthorized use or breach of Your account.

7. Data, Information and Privacy – You agree that BATIPI may collect, use, process and store information about You and Your use of the SERVICES. In addition, information that You submit to BATIPI in connection with the SERVICES will be handled in accordance with BATIPI’S privacy statement located at:http://www.batipi.com/company/privacy.aspx. BATIPI may use information collected from the SERVICE, including technical or diagnostic information, your suggestions or feedback, to maintain, improve and enhance the SERVICES.

8. Your Responsibilities as a SERVICE User; License to Your Content – You are responsible for the content of all visual, written or audible communications and any other material (“CONTENT”) used in connection with Your account. BATIPI will not be liable to You or any others for any loss or damages due to Your use of the SERVICES or your SERVICES website. You agree to indemnify, defend and hold harmless BATIPI from any and all third party claims, liability, damages and/or costs (including, but not limited to, attorneys’ fees) arising from your violation of this Section 8. The following are the Prohibited Use Limitations of this SERVICE offering:

8.1 You agree not to upload, post, email, transmit, or otherwise make available any CONTENT that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, invasive of another’s privacy, hateful, or racially, ethnically, or otherwise deemed objectionable by BATIPI or its affiliates.

8.2 You agree not to upload, post, email, or transmit, or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letter,” “pyramid schemes,” “affiliate links,” or any other form of solicitation.

8.3 You agree not to harvest or otherwise collect information about others, including email addresses, without their consent.

8.4 You agree not to knowingly transmit any material that contains viruses, time bombs, Trojan horses, worms, or any other programs that may be harmful or dangerous.

8.5 You agree not to create a false Caller ID identity (“ID spoofing”) or forged email address or header, or otherwise attempt to mislead others as to the identity of the sender or the origin of any communication made using the SERVICES.

8.6 You agree not to use or employ methods and/or devices that are designed or likely to take advantage of, bypass, exploit or otherwise avoid any Reasonable Use Policy.

8.7 You agree not to violate any U.S. or foreign law regarding the transmission of technical data or software exported through the SERVICE.

8.8 You agree not to upload, post, email, transmit, or otherwise make available any CONTENT that violates copyright, trademark or other laws protecting intellectual property, or that violates an individual’s publicity or privacy rights.

8.9 You agree not to upload, download, transmit, or otherwise make available any code or material that harms or interferes with any device, SOFTWARE, network or SERVICE.

8.10 You agree not to violate any laws or regulations in your state or country (including but not limited to laws governing intellectual property rights, online conduct or online CONTENT).

8.11 You agree that you have all the rights, licenses, and permissions from third parties to use, reproduce, publish, and display CONTENT belonging to others.

8.12 BATIPI has no control over, and is not responsible for, the privacy of any CONTENT that you have shared with others so always use caution when giving out any personally identifiable or sensitive information.

8.13 You automatically grant BATIPI and its affiliates, contractors, resellers and partners, a world-wide, royalty-free, perpetual, irrevocable license to use, modify, publicly display, reproduce and distribute the CONTENT in order for BATIPI to provide you the SERVICE. If you object to any CONTENT on a SERVICE website, your sole remedy is to cease using that website.

By using the SERVICE, you understand and agree that:

8.14 You are solely liable for any transmissions sent through the SERVICE and that BATIPI has no control over the content of any transmission.

8.15 You must abide by all applicable BATIPI policies and procedures and agreements related to the SERVICE.

8.16 You may not attempt to gain unauthorized access to the SERVICE, other accounts, computer systems or networks connected to the SERVICE, through password mining or any other means.

8.17 You may not interfere with other customers’ or third-parties’ use and enjoyment of the SERVICE or use the SERVICE in any manner which disrupts, prevents or restricts any other customer from using the SERVICE.

8.18 Your use of the SERVICE is subject to all applicable local, state, national, and international laws and regulations (including without limitation those governing account collection, export control, consumer protection, unfair competition, anti-discrimination, securities laws, and false advertising).

8.19 You are solely responsible for all acts or omissions that occur under your account or password, including the content of your transmissions through the SERVICE.

9. Reasonable Use Limitations – Unusually high usage of the SERVICE attributable to individual CUSTOMER may impair BATIPI’S ability to provide the SERVICES and/or indicate misuse of the SERVICES. Accordingly, for all SERVICE Plans, reasonable use means that your use of the SERVICE does not materially impair BATIPI’S ability to provide the SERVICE to other users.

10. Unlimited or Unmetered Plans - All unlimited or unmetered plans (“UNLIMITED PLANS”) are subject to all of the Prohibited Use and Reasonable Use limitations set forth in Sections 8 and 9. In addition, all UNLIMITED PLANS are subject to the following terms and conditions:

10.1 UNLIMITED PLANS are for normal residential or business use.

10.2 UNLIMITED PLANS cannot, under any circumstances, be used for call centers, conference calling, trunking (to a PBX or otherwise), continuous or extensive call forwarding, autodialing, fax blasting, telemarketing (including without limitation charitable or political solicitation and/or polling), junk faxing, fax spamming, or other high volume or multi-person calling or faxing purposes, unless BATIPI agrees in writing in advance.

10.3 Excessive Use of UNLIMITED PLANS is prohibited. "EXCESSIVE USE" means that your use exceeds the monthly minutes per line used by 97% of all BATIPI UNLIMITED PLAN customers. EXCESSIVE USE is measured on a monthly basis. For example, if you use 6,500 minutes in one month per line and 97% of all BATIPI UNLIMITED PLAN customers used less than 6,500 minutes that month per line, your use would constitute EXCESSIVE USE and would be in violation of this Reasonable Use Policy.

10.4 BATIPI reserves the right to review and monitor your usage of your UNLIMITED PLAN at any time (i) to calculate EXCESSIVE USE and (ii) compliance with this Reasonable Use Policy, including that there is no EXCESSIVE USE.

10.5 Except where prohibited by law, if you violate this Reasonable Use Policy, including but not limited to by EXCESSIVE USE of the SERVICE, you hereby acknowledge and agree that BATIPI may modify, suspend, terminate, disconnect or take any other reasonable action regarding your SERVICE to prevent continued violation of this Reasonable Use Policy (a “PLAN MODIFICATION”), including charging you on per minute basis, at BATIPI’S published per minute rates, for any EXCESSIVE USE or automatically converting your UNLIMITED PLAN to a metered plan. You hereby agree to pay BATIPI, and hereby authorize BATIPI to charge your credit card for any additional fees, charges and penalties related to any PLAN MODIFICATION.

11. Software – You may be required to download and install BATIPI software (“SOFTWARE”). In that event, BATIPI agrees to provide you with a limited, personal, non-exclusive, non-transferable, non-sub-licensable license to use the SOFTWARE in accordance to the terms of this AGREEMENT. You may not use the SOFTWARE for anything other than as intended by BATIPI in connection with your use of the SERVICES. You may not use the SOFTWARE with any device, program or SERVICE designed to circumvent technological measures employed to control access to, or the rights in, a CONTENT file or other work protected by copyright laws. All rights not expressly granted by BATIPI are hereby reserved. You agree not to take any action to interfere with BATIPI’S or its supplier’s ownership of or rights in the SOFTWARE. You agree that, unless otherwise permitted in this license or by law, you will not: (i) reproduce, republish, display, frame, download, distribute, or transmit the SOFTWARE; (ii) to the extent permitted under applicable law redistribute, encumber, sell, rent, lease, loan, sublicense, assign, or otherwise transfer rights to the SOFTWARE; (iii) modify or create any derivative works based on the SOFTWARE, including customization, translation, or localization; (iv) copy, reproduce, reuse in another product or SERVICE, modify, alter, or display in any manner any SOFTWARE or files, or parts thereof, included as part of the SOFTWARE; (v) except to the extent expressly permitted by law, decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code of the SOFTWARE, or in any way ascertain, decipher, or obtain the communications protocols for accessing the SOFTWARE, or the underlying ideas or algorithms of the SOFTWARE; (vi) create or use any SOFTWARE other than as authorized by BATIPI to access the SOFTWARE; (vii) attempt to gain unauthorized access to the SOFTWARE or to any account, application, platform, computer system or network associated with the SOFTWARE; (viii) use the SOFTWARE in any way that violates this AGREEMENT, or any other AGREEMENTS between you and BATIPI or its affiliates, or any law; and (ix) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in or on the SOFTWARE or associated with the SERVICES.

12. Availability of the SERVICE – The SERVICES may not be available in all countries, it may not be available for use in a particular location or for a specific prefix, or it may not be available for use with a specific Premium Service, or it may only be available for an additional per minute charge and/or on a more expensive SERVICE plan.

13. Applicable Laws – You are responsible for following the laws in your state or country. BATIPI may make modifications to its features or any SERVICES to comply with laws and regulations. BATIPI owns all the proprietary rights and interests in the SERVICES and SERVICES websites.

14. Charges and Fees We Set – You agree to pay all access, usage and other charges and fees BATIPI bills You for the use of Your communications SERVICE, even if You were not the user of the communications Service and did not authorize its use. BATIPI sets these charges, and the amounts and what is included are subject to change. You may have to pay fees to begin SERVICE or reconnect suspended SERVICE.

15. Changes to SERVICES and Prices – BATIPI may discontinue the SERVICE or change the SERVICE or price (including adding and deleting features) without notice. BATIPI may also add what it refers to as “COST FEATURES.” If you want to add a COST FEATURE, please contact the BATIPI sales department at 866-297-0829 .

16. Our Rights to Make Changes – Your SERVICE is subject to our business policies, practices and procedures, which we can change without notice. UNLESS OTHERWISE PROHIBITED BY LAW, WE CAN ALSO CHANGE PRICES AND ANY OTHER CONDITIONS IN THIS AGREEMENT AT ANY TIME BY SENDING YOU WRITTEN NOTICE PRIOR TO THE BILLING PERIOD IN WHICH THE CHANGES WOULD GO INTO EFFECT. IF YOU CHOOSE TO USE YOUR SERVICE AFTER THAT POINT, YOU'RE ACCEPTING THE CHANGES. IF THE CHANGES HAVE A MATERIAL ADVERSE EFFECT ON YOU, HOWEVER, YOU CAN END THE AFFECTED SERVICE, WITHOUT ANY EARLY TERMINATION FEE, JUST BY CALLING US WITHIN 60 DAYS AFTER WE SEND NOTICE OF THE CHANGE.

17. 911 & SERVICE LIMITATIONS – BATIPI provides E911 SERVICE to Users who use our hosted Batipi SERVICE within the United States and Canada:

17.1 BECAUSE A CUSTOMER’S CIRCUMSTANCES VARY WIDELY, YOU SHOULD CAREFULLY EVALUATE YOUR CIRCUMSTANCES WHEN DECIDING WHETHER TO RELY SOLELY UPON OUR E911 SERVICE. IT IS YOUR RESPONSIBILITY TO DETERMINE THE TECHNOLOGY OR COMBINATION OF TECHNOLOGIES BEST SUITED TO MEET YOUR EMERGENCY CALLING NEEDS, AND TO MAKE THE NECESSARY PROVISIONS FOR ACCESS TO EMERGENCY CALLING SERVICES (SUCH AS MAINTAINING A CONVENTIONAL LANDLINE PHONE OR WIRELESS PHONE AS A BACKUP MEANS OF COMPLETING EMERGENCY CALLS).

17.2 BATIPI’S EQUIPMENT AND SERVICES DO NOT SUPPORT 911 EMERGENCY DIALING OR OTHER EMERGENCY FUNCTIONS IN THE SAME WAY THAT TRADITIONAL WIRELINE 911 SERVICES WORK. FURTHERMORE, YOU ACKNOWLEDGE THAT ETHERSPEAK HAS ADVISED YOU OF THE CIRCUMSTANCES UNDER WHICH OUR SERVICE MAY NOT BE AVAILABLE OR MAY BE LIMITED IN COMPARISON TO TRADITIONAL 911 EMERGENCY DIALING. BATIPI ADVISES YOU TO MAINTAIN AN ALTERNATIVE MEANS OF ACCESSING TRADITIONAL 911 SERVICES.

17.3 ELECTRICAL POWER – OUR SERVICES WILL NOT FUNCTION IN THE ABSENCE OF ELECTRICAL POWER AT YOUR SERVICE LOCATION.

17.4 INTERNET ACCESS – OUR SERVICES WILL NOT FUNCTION IF THERE IS AN INTERRUPTION OF YOUR BROADBAND OR HIGH-SPEED INTERNET ACCESS SERVICE.

17.5 NON-VOICE SYSTEMS – OUR SERVICES WILL NOT FUNCTION WITH OUTDIALING SYSTEMS INCLUDING HOME SECURITY SYSTEMS, MEDICAL MONITORING EQUIPMENT, TTY EQUIPMENT, AND ENTERTAINMENT OR SATELLITE TELEVISION SYSTEMS.

17.6 FOR BATIPI TO SET UP YOUR E911 SERVICE YOU MUST PROVIDE US WITH INFORMATION ON YOUR PHYSICAL LOCATION WHERE SERVICE IS TO BE PROVIDED, AND YOU MUST UPDATE THE LOCATION WHENEVER THE PHYSICAL LOCATION OF SERVICE CHANGES. THE ONLY MECHANISM FOR ROUTING 911 CALLS TO THE CORRECT EMERGENCY CALL TAKER IS THE PHYSICAL LOCATION CURRENTLY REGISTERED FOR YOUR ACCOUNT.

18. Beta SERVICES – BATIPI may make available a “beta” version the SERVICES (“BETA SERVICES”) for evaluation and feedback. BETA SERVICES are SERVICES that are in an early development stage and not available as standard product offerings. You are not obligated to use BETA SERVICES, but if you elect to do so, you agree to the following additional terms: (a) BETA SERVICES may contain bugs, errors and other problems and is provided to you “AS IS”; (b) BATIPI makes no warranties and disclaims all liability with respect to the BETA SERVICES; and (c) you agree to respond to BATIPI’S questions and inquiries regarding your use of the BETA SERVICES. You agree that BATIPI has not made any promises or guarantees that BETA SERVICES will be announced or made available in the future and that BATIPI has no obligation to announce or introduce the BETA SERVICES. If you provide feedback regarding the BETA SERVICES, you agree that BATIPI may use and incorporate into BATIPI products and SERVICES any suggestions, ideas, recommendations, bug reports, or other feedback that you provide to BATIPI without compensation. BATIPI may suspend or terminate access to BETA SERVICES (and delete any CONTENT or data provided to BATIPI with respect to such BETA SERVICE(S)) at any time, without notice and without compensation.

19. Payment – You agree that BATIPI may charge your credit card or bill you for all amounts due and owing for your use of the SERVICES. BATIPI reserves the right to charge interest at the lower of 1.5% per month or the highest rate permitted by law on any monthly payment (not being reasonably disputed by you) that is not received when due. You agree to notify BATIPI in writing of any disputed fees within fifteen (15) days from the date that your account is charged. BATIPI may suspend the SERVICES for non-payment of undisputed fees. BATIPI is entitled to recover a reasonable amount expended in connection with the collection of fees not paid when due. You agree to pay any taxes or governmental charges charged for your use of the SERVICES. BATIPI may require an advance deposit (or an increased deposit) from you. BATIPI may charge you up to $25 for any returned check, depending on applicable law.

20. Copyright Policy Regarding Third Parties – If you believe that BATIPI or any of its affiliates or any user of BATIPI has violated a copyright, please contact us at: sales@batipi.com for details on how to properly notify us of a potential copyright infringement or other intellectual property rights issue.

21. Use of Your Name and Logo – You agree that BATIPI may use the name, logo and other trademarks or SERVICE marks of your company to create a co-branded SERVICES website as part of the delivery of the SERVICES.

22. No Warranties – To the maximum extent permitted by applicable law, you agree to use the SERVICES at your own risk. You agree that BATIPI and its suppliers, resellers and affiliates will not be responsible for any harm to any device, any loss of data, or any other harm that results from your use of the SERVICES. BATIPI AND ITS SUPPLIERS, RESELLERS AND AFFILIATES DO NOT GUARANTEE THAT YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” FOR YOUR USE WITHOUT WARRANTIES OR CONDITIONS, EITHER EXPRESS, IMPLIED, OR STATUTORY. BATIPI AND ITS SUPPLIERS, RESELLERS AND AFFILIATES DO NOT MAKE ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, QUIET ENJOYMENT, OR NONINFRINGEMENT. THE LAWS OF CERTAIN STATES AND JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE DISCLAIMERS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS THAT VARY FROM STATE TO STATE OR JURISDICTION TO JURISDICTION.

23. Limitation of Liability – YOU AGREE THAT BATIPI, AND ITS SUPPLIERS, RESELLERS AND AFFILIATES WILL NOT BE LIABLE TO YOU OR ANY OTHERS FOR ANY CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS OR DAMAGES ARISING FROM YOUR USE OF OR INABILITY TO USE THE SERVICES EVEN IF BATIPI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU AGREE THAT THE LIABILITY OF BATIPI AND ITS SUPPLIERS, RESELLERS AND AFFILIATES TO YOU FOR ANY CLAIM WILL BE LIMITED TO THE AMOUNT PAID BY YOU TO BATIPI FOR THE SERVICES IN THE PREVIOUS TWELVE (12) MONTHS PRECEDING THE EVENT OR CIRCUMSTANCES GIVING RISE TO SUCH CLAIM EVEN IF ANY REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. THE LAWS OF CERTAIN STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS THAT VARY FROM STATE TO STATE OR JURISDICTION TO JURISDICTION.

24. Changes to this AGREEMENT – BATIPI may change the terms of this AGREEMENT and recommends that you review them on a regular basis. You can review the most current version of this AGREEMENT on BATIPI’S website. If BATIPI makes a change to the terms it will post the revised AGREEMENT at the link above, You agree that your continued use of the SERVICES after this AGREEMENT has been changed means that you have agreed to the changed terms.

25. Other Legal Terms and Conditions:

25.1 Sometimes when you use the SERVICES, you may also use a service or purchase goods which are provided by another person or company. Your use of these other services or goods may be subject to separate terms between you and the company or person concerned, and you agree that BATIPI shall have no liability or obligation relating to those services or goods.

25.2 Trade names, trademarks, SERVICE marks, logos, and domain names of each party are considered their respective marks (“MARKS.”) As to BATIPI’S MARKS and the MARKS of its suppliers, the MARK -owner retains ownership of all proprietary rights in all its MARKS associated or displayed with the SERVICES. You may not frame or utilize framing techniques to enclose any BATIPI MARKS, or other proprietary information (including images, text, page layout, or form) of BATIPI without BATIPI‘S express written consent. You may not use any meta tags or any other “hidden text” utilizing BATIPI MARKS without BATIPI‘S express written consent. You shall retain ownership of all proprietary rights, copyright and any other rights you already hold in your MARKS.

25.3 You agree to comply with all laws and regulations in connection with your use of the SERVICES, including, but not limited to: (a) with respect to personally identifiable information sent or received by you, all privacy laws and regulations, (b) laws relating to the recording of communications, including, when required, advising all participants in a recorded BATIPI meeting or event that the meeting or event is being recorded or that CONTENT or personal information is being transferred outside the European Economic Area, and (c) laws relating to the use of VoIP, collaboration-and video based SERVICES. It is your responsibility to ensure that you have the right to use the SERVICES where you are located, as well as where your meeting invitees are located. You agree that the use of BATIPI is subject to U.S. and local export control laws and regulations. You represent that you are not a citizen of an embargoed country or a prohibited end user under applicable U.S. or local export and anti-terrorism laws, regulations and lists. You agree not to export, re-export, divert, transfer or disclose any portion of the SERVICES or SERVICES websites or any related technical information or materials, directly or indirectly, in violation of any applicable export law or regulation.

25.4 This AGREEMENT, including the documents referred to in this AGREEMENT, are the entire AGREEMENT regarding the SERVICES and completely replace any prior AGREEMENTS. BATIPI may assign or delegate its obligations under this AGREEMENT either in whole or in part, without your prior consent.

25.5 Neither party will be responsible for failure of performance due to causes beyond its control, like, for example, accidents of God, labor disputes, shortage of materials, acts of terrorism, or the stability or availability of the Internet or a portion of the Internet.

25.6 You agree that if BATIPI does not exercise or enforce any legal right or remedy which is contained in this AGREEMENT, this will not be taken to be a formal waiver of BATIPI’S rights and that those rights or remedies will still be available to BATIPI.

25.7 If for any reason, a provision of this AGREEMENT is held to be invalid, the remaining provisions will continue to be valid and enforceable.

25.8 This AGREEMENT shall be governed by the laws of the State of Washington without regard to its conflict of law’s provisions.

Last Update: March 9, 2011

END USER LICENSE AGREEMENT

IMPORTANT—PLEASE READ CAREFULLY BEFORE USING PRODUCTS:

This Batipi End User License Agreement (“EULA”) is a legal agreement between you, either an individual or a single entity or company that you represent (“LICENSEE”) and Batipi, Inc. (“BATIPI”) for the BATIPI Appliance (“APPLIANCE”) or Software (“SOFTWARE”) that accompanies this EULA, which includes hardware with system and application software embedded on or provided with that hardware, or software provided on a stand-alone basis, and any software provided on or with the hardware or provided on a stand-alone basis, including any upgrades, patches, enhancements, or fixes. The APPLIANCE or SOFTWARE also may include associated media, printed materials, “online” or electronic documentation, and Internet-based or other services. An amendment or addendum to this EULA may accompany the APPLIACE or SOFTWARE.

YOU, THE LICENSEE, UNCONDITIONALLY CONSENT TO AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS EULA BY INSTALLING, POWERING UP, TURNING ON, DOWNLOADING OR OTHERWISE USING THE BATIPI APPLIANCE OR SOFTWARE THAT YOU ARE ATTEMPTING TO DOWNLOAD OR THAT OTHERWISE ACCOMPANIES OR IS PROVIDED WITH THIS EULA. BY DOWNLOADING, INSTALLING OR IN ANY WAY USING THE APPLIANCE OR SOFTWARE, YOU, THE LICENSEE, ARE CONSENTING TO BE BOUND BY AND IS BECOMING A PARTY TO THIS EULA WITH BATIPI, OR THE BATIPI SUBSIDIARY THAT IS LICENSING THE APPLIANCE OR SOFTWARE TO LICENSEE.

IF YOU, THE LICENSEE, DO NOT UNCONDITIONALLY CONSENT TO OR AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS EULA, DO NOT INSTALL, POWER UP, TURN ON, DOWNLOAD OR OTHERWISE USE THE BATIPI APPLIANCE OR SOFTWARE THAT YOU ARE ATTEMPTING TO DOWNLOAD OR THAT OTHERWISE ACCOMPANIES OR IS PROVIDED WITH THIS EULA. IF LICENSEE DOES NOT UNCONDITIONALLY AGREE TO ALL OF THE TERMS OF THIS EULA, DOWNLOAD, INSTALLATION OR ANY USE OF THE APPLIANCE OR SOFTWARE IS STRICTLY PROHIBITED.

IT IS VERY IMPORTANT THAT YOU, THE LICENSEE CHECK THAT YOU ARE PURCHASING THE APPLIANCE OR SOFTWARE FROM EITHER BATIPI OR A CHANNEL PARTNER AUTHORIZED TO SELL THE APPLIANCE OR SOFTWARE AND THAT YOU, THE LICENSEE HAVE BEEN REGISTERED AS THE END USER FOR THE PURPOSES OF THIS EULA. IF YOU ARE NOT REGISTERED AS THE END USER, YOU HAVE NO LICENSE TO USE THE APPLIANCE OR SOFTWARE AND THE LIMITED WARRANTY REFERENCED IN THIS EULA DOES NOT APPLY.

THIS EULA CONSTITUTES THE AGREEMENT BETWEEN BATIPI AND LICENSEE WITH RESPECT TO SUCH APPLIANCES OR SOFTWARE, TO THE EXCLUSION OF ANY PRE-PRINTED OR CONTRARY TERMS OF ANY PURCHASE ORDER (OR SIMILAR DOCUMENT) AND SUPERSEDES AND CANCELS ANY PRIOR DISCUSSIONS, UNDERSTANDINGS OR REPRESENTATIONS BETWEEN THE PARTIES. THIS EULA MAY NOT BE MODIFIED OR WAIVED, EXCEPT BY A MUTUAL SIGNED WRITING, AND, IF THIS EULA IS DEEMED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS. IF THERE IS A MUTUALLY SIGNED EULA (NOT INCLUDING ANY PURCHASE ORDER OR SIMILAR DOCUMENT) EXPRESSLY COVERING THE LICENSE OF APPLIANCES BY BATIPI TO LICENSEE THEN THE EXPRESS TERMS OF THAT EULA WILL GOVERN TO THE EXTENT SUCH EULA CONFLICTS WITH THE TERMS OF THIS EULA.

END USER LICENSE TERMS AND CONDITIONS:

1. GRANT OF LICENSE. BATIPI grants LICENSEE the following rights provided that LICENSEE complies with all terms and conditions of this EULA:

1.1 General License Grant. BATIPI hereby grants LICENSEE a limited, non-sub-licensable, non-transferable, nonexclusive license to use or access the APPLIANCE or SOFTWARE solely for LICENSEE'S internal business use in accordance with the BATIPI documentation that accompanies it and any other use restrictions applicable for that APPLIANCE or SOFTWARE, including without limitation any additional use restrictions set forth in the BATIPI Standard Warranty or at www.batipi.com. Except as expressly set forth in the BATIPI Standard Warranty, or at www.batipi.com, LICENSEE may use each licensed copy of the SOFTWARE only as embedded in or for execution on a specific APPLIANCE (or replacement thereof) owned or leased by LICENSEE (including any replacement APPLIANCES provided as part of warranty or support services).

1.2 This EULA permits LICENSEE to use only as many SOFTWARE seats as were paid for by LICENSEE. A “seat” is a single installation of the SOFTWARE on a single computer. Any uses beyond the uses expressly permitted by this EULA, including any use of additional seats or unauthorized users, are strictly forbidden.

1.3 LICENSEE may copy configurations of the SOFTWARE solely for backup purposes. Without granting any additional licenses hereunder, LICENSEE may authorize its contractors and outsourcers to use or operate the APPLIANCES solely on LICENSEE’S behalf and provided LICENSEE obtains such third parties’ binding consent to abide by the terms of this EULA and provided LICENSEE shall be responsible for such parties’ use and compliance. Such parties are not, and shall not be deemed to be, third party beneficiaries under this EULA for any reason. See the BATIPI Standard Warranty or www.batipi.com for any additional APPLIANCE or service specific use rights or restrictions or limitations.

1.4 LICENSEE acknowledges that the SOFTWARE is the exclusive property of BATIPI and its licensors and contains valuable trade secrets. LICENSEE agrees to maintain the SOFTWARE in strict confidence pursuant to the terms of this EULA. LICENSEE agrees that any failure by LICENSEE to maintain the SOFTWARE in strict confidence will cause BATIPI irreparable injury and thus BATIPI shall be entitled to equitable relief without a need to demonstrate irreparable injury or to post a bond.

2. LICENSE RESTRICTIONS. Except as permitted by this EULA, LICENSEE shall not, nor authorize anyone else to, directly or indirectly: (i) copy, modify, or distribute the APPLIANCE or SOFTWARE; (ii) reverse engineer, disassemble, decompile or attempt to discover the source code or structure, sequence and organization of the APPLIANCE or SOFTWARE (except where the foregoing is expressly prohibited by applicable local law, and then only to the extent so prohibited); (iii) publish or disclose any information or results relating to performance, performance comparisons or other "benchmarking" activities. BATIPI shall have the right to inspect and audit LICENSEE and/or require LICENSEE to provide written assurances satisfactory to BATIPI to confirm compliance with this EULA. Notwithstanding anything to the contrary herein, LICENSEE may utilize the SOFTWARE pursuant to a leasing arrangement whereby the LICENSEE leases the APPLIANCE or SOFTWARE from a third party. LICENSEE acknowledges and agrees that the SOFTWARE (including its design and structure) ("CONFIDENTIAL INFORMATION"), constitutes trade secrets of BATIPI or its licensors. LICENSEE shall hold in confidence and not disclose or provide such trade secrets in any form to any third party without BATIPI’s prior written consent. LICENSEE shall maintain and not remove or obscure any proprietary notices on the APPLIANCE or SOFTWARE. As between the parties, title of and all ownership rights in the intellectual property rights in and to the SOFTWARE, and any copies or portions thereof, shall remain in BATIPI and its suppliers or licensors. The SOFTWARE is protected by the copyright laws of the United States and international copyright treaties. This EULA does not give LICENSEE any rights not expressly granted herein. Any action of LICENSEE in contravention of this Section 2 may result in the termination of this EULA, including the license grant for the SOFTWARE, as described in Term and Termination below.

3. GOVERNMENT USE. If LICENSEE is part of an agency, department, or other entity of the United States Government ("GOVERNMENT"), the use, duplication, reproduction, release, modification, disclosure or transfer of the APPLIANCE or SOFTWARE is restricted in accordance with the Federal Acquisition Regulations as applied to civilian agencies and the Defense Federal Acquisition Regulation Supplement as applied to military agencies. The APPLIANCE, SOFTWARE and documentation qualify as "commercial items," "commercial computer software" and "commercial computer software documentation." In accordance with such provisions and as such any use of the APPLIANCE, SOFTWARE, or documentation by the GOVERNMENT shall be governed solely by the terms of this EULA. All other use is prohibited.

4. SUPPORT AND UPGRADES. This EULA does not entitle LICENSEE to any support, upgrades, patches, enhancements or fixes for the APPLIANCE or SOFTWARE (collectively, "SUPPORT"). LICENSEE must make separate arrangements for SUPPORT and pay any fees associated with such SUPPORT. Any APPLIANCE or SOFTWARE upgrades, patches, enhancements or fixes provided as part of SUPPORT for the APPLIANCE or SOFTWARE that may be made available by BATIPI EULA and Standard Warranty shall become part of the APPLIANCE or SOFTWARE and subject to this EULA. The terms of BATIPI’s standard support services are located at www.batipi.com BATIPI Standard Warranty.

5. STANDARD WARRANTY; WARRANTY DISCLAIMER. BATIPI warrants only to LICENSEE that the APPLIANCES or SOFTWARE, when shipped by BATIPI, will be free from defects in materials and workmanship and substantially conform to its published specification for such APPLIANCES or SOFTWARE. Such warranty does not apply to units that have been damaged, mishandled, mistreated or used or maintained or stored other than in conformity with such specifications and BATIPI's instructions. BATIPI MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED OF ANY KIND, AND HEREBY EXPRESSLY DISCLAIMS ANY WARRANTIES, REPRESENTATIONS OR GUARANTEES OF ANY KIND AS TO ANYTHING MADE, DEVELOPED, DISCOVERED, TESTED, USED, SOLD OR OTHERWISE DISPOSED OF UNDER ANY LICENSE GRANTED UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANT-ABILITY, FITNESS FOR A PARTICULAR PURPOSE, RESULT OR USE. BATIPI, ITS OFFICERS, EMPLOYEES OR AFFILIATES SHALL NOT HAVE ANY LIABILITY TO LICENSEE OR ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, DISTRIBUTORS, USERS OF ANY PRODUCT, OR ANY OTHER PARTY ARISING OUT OF THE DEVELOPMENT, MANUFACTURE, USE, STORAGE, HANDLING, TRANSPORTING OR OTHER DISPOSAL OF ANY PRODUCT BY LICENSEE OR ANY OTHER PARTY, INCLUDING FOR ANY DESTRUCTION TO ANY PROPERTY OR BODILY INJURY OR FROM ANY LOSS OF USE, REVENUE OR PROFIT, GOODWILL, OR ANY OTHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (WHETHER OR NOT ARISING FROM STRICT OR ABSOLUTE LIABILITY OR FROM THE NEGLIGENCE OF BATIPI) THAT ARISE IN CONNECTION WITH ANY PRODUCT. THE LICENSEE'S SOLE AND EXCLUSIVE REMEDY FOR ANY BREACH OF THE FOREGOING WARRANTY SHALL BE THE REPAIR OR REPLACEMENT OF OR (AT BATIPI’S OPTION OR IF REPAIR OR REPLACEMENT IS IMPRACTICAL) REFUND OF THE FEES RECEIVED BY BATIPI FOR RETURNED NON-CONFORMING UNITS OF APPLIANCE OR SOFTWARE FOR WHICH FULL DOCUMENTATION AND PROOF OF NON-CONFORMITY IS PROVIDED TO BATIPI (AND FOR WHICH A SUPPLIER RMA HAS BEEN ISSUED) WITHIN ONE YEAR IN THE CASE OF AN APPLIANCE, OR NINETY DAYS IN THE CASE OF SOFTWARE (WHETHER OR NOT EMBEDDED), AFTER THE ORIGINAL NON-CONFORMING UNITS (BUT NOT REPLACEMENTS) ARE SHIPPED BY BATIPI. SUCH REFUND SHALL BE PAID TO THE LICENSEE OR RESELLER MAKING THE WARRANTY CLAIM. EXCEPT FOR THE FOREGOING, BATIPI PROVIDES THE APPLIANCE "AS IS" AND WITHOUT WARRANTY OF ANY KIND, AND HEREBY DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, ACCURACY, RELIABILITY AND NONINFRINGEMENT. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS EULA. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS SO THE FOREGOING LIMITATIONS MAY NOT APPLY TO LICENSEE. THE APPLIANCE IS NOT DESIGNED FOR USE IN ANY DEVICE OR SYSTEM IN WHICH A MALFUNCTION OF THE APPLIANCE WOULD RESULT IN FORESEEABLE RISK OF INJURY OR DEATH TO ANY PERSON. THIS INCLUDES OPERATION OF NUCLEAR FACILITIES, LIFE-SUPPORT SYSTEMS, AIRCRAFT NAVIGATION OR EMERGENCY COMMUNICATION SYSTEMS AND AIR TRAFFIC CONTROL.

GENERAL PROVISIONS

1. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO, TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY OR ANYTHING ELSE, SHALL BATIPI OR ITS SUPPLIERS UNDER THE PROVISIONS OF THIS EULA BE LIABLE TO LICENSEE OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, COMPUTER FAILURE OR MALFUNCTION, OR DAMAGES RESULTING FROM LICENSEE'S USE OF THE APPLIANCE OR SOFTWARE. BATIPI’S ENTIRE LIABILITY FOR DAMAGES OF ANY KIND WHATSOEVER ARISING OUT OF THIS EULA SHALL BE EXCLUSIVELY LIMITED TO THE GREATER OF THE ACTUAL DAMAGES YOU INCUR IN REASONABLE RELIANCE ON THE APPLIANCE OR SOFTWARE UP TO THE AMOUNT ACTUALLY PAID BY LICENSEE FOR THE APPLIANCE OR SOFTWARE, OR US $8.00. THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF BATIPI SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS PROVIDED IN THIS EULA SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.

2. APPLICABLE LAW. If you acquired this APPLIANCE or SOFTWARE in the United States, this EULA is governed by the laws of the State of Washington. If you acquired this APPLIANCE or SOFTWARE in Canada, unless expressly prohibited by local law, this EULA is governed by the laws in force in the Province of Ontario, Canada; and, in respect of any dispute which may arise hereunder; you consent to the jurisdiction of the federal and provincial courts sitting in Toronto, Ontario. If you acquired this APPLIANCE or SOFTWARE in the European Union, Iceland, Norway, or Switzerland; then applicable local law applies. If you acquired this APPLIANCE or SOFTWARE in any other country, then local law may apply.

3. TERM AND TERMINATION. This EULA (including any addendum or amendment to this EULA which is included with the Software) are the entire agreement between you and BATIPI relating to the APPLIANCE or SOFTWARE, and the support services (if any) and they supersede all prior or contemporaneous oral or written communications, proposals and representations with respect to the APPLIANCE or SOFTWARE or any other subject matter covered by this EULA shall continue until terminated as set forth in this section. LICENSEE may terminate this EULA at any time. This EULA shall terminate if LICENSEE violates or fails to comply with any provision of this EULA and fails to cure such breach within thirty (30) days of receipt of notice of breach from BATIPI. Any termination of this EULA due to LICENSEE’S uncured breach shall also terminate the licenses granted hereunder. Upon termination of this EULA due to a termination or an uncured breach by the LICENSEE, LICENSEE shall no longer use the APPLIANCE or SOFTWARE, shall destroy the APPLIANCE, and destroy or remove from all computers, hard drives, networks and other storage media all copies of the SOFTWARE, and shall certify to BATIPI that such actions have occurred. Sections 2 and 3 of the End User License Terms and Conditions, the BATIPI Standard Warranty statement, and the General Provisions shall survive termination of this EULA. To the extent the terms of any BATIPI policies or programs for support services conflict with the terms of this EULA, the terms of this EULA shall control. If any provision of this EULA is held to be void, invalid, unenforceable or illegal, the other provisions shall continue in full force and effect.

4. EXPORT CONTROLS. LICENSEE shall comply with all export laws and restrictions and regulations of the Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or other United States, European Union or other foreign agency or authority, and LICENSEE shall not export, or allow the export or re-export of, the APPLIANCE or SOFTWARE in violation of any such restrictions, laws or regulations. LICENSEE is responsible for obtaining any licenses required to export, re-export, transfer or import the APPLIANCE or SOFTWARE. The APPLIANCE or SOFTWARE may not, in the absence of authorization by U.S. and local law and regulations, as required, be used by or exported or re-exported to (i) any U.S. sanctioned or embargoed country, or to nationals or residents of such countries; or (ii) to any person, entity, organization or other Party identified on the U.S. Department of Commerce’s Denied Persons or Entity List, the U.S. Department of Treasury’s Specially Designed Nationals or Blocked Persons List, or the Department of State’s Debarred Parties List, as published and revised from time to time; or (iii) any Party where the endues involves nuclear weapons, chemical/biological weapons, or missile technology.

5. MISCELLANEOUS. If any provision of this EULA is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. The failure of BATIPI to act with respect to a breach of this EULA by LICENSEE or others does not constitute a waiver and shall not limit BATIPI’S rights with respect to such breach or any subsequent breaches. This EULA is personal to LICENSEE and may not be assigned or transferred for any reason whatsoever without BATIPI’S consent, and any action or conduct in violation of the foregoing shall be void and without effect. In obtaining the APPLIANCE or SOFTWARE, LICENSEE acknowledges that it has not relied and will not rely on the availability of any future BATIPI APPLIANCE or SOFTWARE or version of the APPLIANCE or SOFTWARE. BATIPI expressly reserves the right to assign this EULA and to delegate any of its obligations hereunder. This EULA shall be governed by and construed under State of Washington law as such law applies to agreements between State of Washington residents entered into and to be performed within State of Washington, without reference to the UN Convention on the International Sale of Goods. Unless waived by BATIPI in a particular instance or prohibited by applicable law, the sole and exclusive jurisdiction and venue for actions arising under this EULA shall be the State and Federal courts in State of Washington, and each party hereby consents to the jurisdiction of such courts for any such dispute. The party prevailing in any dispute under this EULA shall be entitled to its costs and legal fees.

NOTICE: EXCEPT FOR THE LICENSE RIGHTS GRANTED HEREIN, NO INTELLECTUAL PROPERTY RIGHTS ARE TRANSFERRED. PLEASE CONTACT BATIPI AT (866) 297-0829 WITH ANY QUESTIONS.

BATIPI STANDARD WARRANTY TERMS & CONDITIONS

Your acceptance of products purchased from Batipi, a Batipi Distributor, or a Batipi affiliate constitutes acceptance of Batipi’s standard warranty terms and conditions, which are described below.

1. WARRANTY TERMS – Batipi, Inc. ("BATIPI") warrants that for a period of one (1) year following delivery, the BATIPI products you have purchased (the "BATIPI PRODUCTS") will (a) substantially conform to its published specification, and (b) will be free from defects in materials or workmanship. In the event a BATIPI PRODUCT does not meet this warranty, subject to the conditions set forth in these terms and conditions, BATIPI’S sole obligation will be, at its election, to repair or replace the BATIPI PRODUCT in question or to refund the purchase price.

1.1 BATIPI MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY DISCLAIMED. IN NO EVENT WILL BATIPI BE LIABLE FOR PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, OR FOR AN AMOUNT IN EXCESS OF THE PURCHASE PRICE OF THE DEFECTIVE BATIPI PRODUCT OR PRODUCTS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, BATIPI IS NOT LIABLE UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY LOSS OF USE OF THE PRODUCT, INCONVENIENCE OR INDIRECT DAMAGES OF ANY CHARACTER, WHETHER SPECIAL, INCIDENTAL OR CONSEQUENTIAL (INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE OR PROFIT, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, FAILURE OF CONNECTED EQUIPMENT OR PROGRAMS, LOSS OF INFORMATION OR DATA OR LOSS OF GOODWILL) RESULTING FRM THE USE OF THE PRODUCT, RELATING TO WARRANTY SERVICE, OR ARISING OUT OF ANY BREACH OF THIS AGREEMENT, EVEN IF BATIPI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE SOLE REMEDY FOR A BREACH OF THE FOREGOING LIMITED WARRANTIES IS REPAIR, REPLACEMENT OR REFUND OF THE PURCHASE PRICE OF THE PRODUCT. THE MAXIMUM LIABILITY OF BATIPI UNDER THIS DEFECTIVE OR NON-CONFORMING PRODUCT AGREEMENT IS LIMITED TO THE PURCHASE PRICE OF THE PRODUCT(S) WHICH IS THE SUBJECT OF THE DISPUTE. THE FOREGOING EXPRESS WRITTEN WARRANTIES AND REMEDIES ARE EXCLUSIVE AND IN LIEU OF ANY OTHER WARRANTIES OR REMEDIES, EXPRESS, IMPLIED OR STATUTORY.

1.2 This warranty will not apply to any BATIPI PRODUCTS that have been (a) damaged by lightning, water, or power surges, (b) neglected, altered, abused, or used for a purpose other than the purpose for they were provided, (c) repaired by you or any other party without BATIPI’s prior written authorization, (d) used in conjunction with a third party product or products not approved in advance by BATIPI, or (e) otherwise used in a manner inconsistent with any instructions provided by BATIPI.

1.3 In the event that BATIPI repairs or replaces a defective BATIPI PRODUCT under warranty, the repaired or replaced product will be covered through the end of the original warranty period, but no repair or replacement will extend the warranty term past the original warranty anniversary of the delivery date of the original BATIPI PRODUCT (one year for hardware and appliances and ninety (90) days for software).

1.4 This warranty contains the entire agreement of you and BATIPI with respect to any warranty matters, and supersedes any and all other written or oral statements, representations or agreements relating to the subject matter of this warranty, except that (if applicable) the terms and conditions of any other warranty or service agreement between you and BATIPI that explicitly supplements or incorporates, and does not replace or modify, the terms and conditions of this warranty will also apply to the BATIPI PRODUCTS you have purchased. To the extent any other warranty or service agreement between you and BATIPI expressly replaces or modifies the terms and conditions of this warranty, such replaced or modified terms shall not apply unless accepted by you (or your distributor, if applicable) and BATIPI in a signed writing (e.g., the Extended Warranty Services Agreement). If you purchased the BATIPI PRODUCTS from a party other than BATIPI, BATIPI reserves the right to require proof of purchase to verify the timeliness of your request.

1.5 Any and all disputes arising out of or relating to the purchase or use of BATIPI PRODUCTS, including any warranty claims, will be governed by the laws of the State of Washington without regards to conflicts of laws principles. Any action arising out of or relating to the BATIPI PRODUCTS must be brought only the Federal and state courts located in the State of Washington, and by accepting the BATIPI PRODUCTS, you hereby consent to the personal jurisdiction of such courts and agree not to raise any argument of lack of personal jurisdiction or inconvenient forum or otherwise attempt to transfer such action from, or dispute the jurisdiction of, such courts. YOU HEREBY WAIVE THE RIGHT TO A JURY TRIAL.

2. WARRANTY START DATE – "Start Date" as used in this policy means (i) the date this product is shipped from BATIPI., or (ii) in the case of resale by an authorized BATIPI Reseller, the date not more than ninety (90) days after original shipment of this product by BATIPI, or (iii) in the case of a pass through warranty to an End-User made pursuant to an OEM Agreement between BATIPI and another Party, the date not more than ninety (90) days after original shipment of this product by BATIPI to the other Party executing the OEM Agreement.

3. RETURN PROCEDURES – You are required to arrange for and pay the shipping charges to return any defective BATIPI PRODUCTS to BATIPI. BATIPI will use commercially reasonable efforts to repair the defective BATIPI PRODUCTS within ten (10) business days. BATIPI will arrange for and pay ground shipping charges for all products replaced or returned to you within the United States or Canada. Any other shipping charges are your responsibility. BATIPI does not offer on-site service to repair any defective BATIPI PRODUCTS or to resolve any problems relating to the installation of repaired or replacement products. BATIPI will, however, provide on-line support and troubleshooting at www.batipi.com and BATIPI'S technical support number is (866) 297-0829 .

3.1 In the event that service is required, products may be shipped, freight prepaid, to our factory at:

BATIPI, Inc.

1410 Market Street, Suite 200

Kirkland, WA 98033 U.S.A.

Attn: Repairs, Serial # ____________

3.2 A Returned Materials Authorization (RMA) is not required. Please include, inside the shipping box, a description of the problem, a return shipping address (must have street address, not P.O. Box), and your telephone number.

3.3 All out of-warranty product repairs, and all in warranty products you return for repair where no trouble is found, or , for damages caused by lightning storms, water, power surges, incorrect installation, physical abuse, or user-caused damages are billable at BATIPI’S time plus materials and shipping rates and your responsibility. Payment arrangements must be made in advance, prior to the return of your product. Acceptable means of payment include credit card, wire transfer or a check in U.S. dollars drawn on a U.S. Bank.

3.4 License Renewal and Updates, Extended Warranty and Phone Support, and Advanced Replacement and Remote Backup are the plans that are available. Please call our sales department at (866) 297-0829, or visit the website at www.batipi.com for details on rates and coverage.

3.5 Questions regarding technical matters, product configuration, verification that the product is defective, etc., should be directed to our Technical Support department via email at support@batipi.com. For faster service, you may call Technical Support at (866) 297-0829. Technical support is available 8:00 AM Eastern Standard or Daylight Time to 5:00 PM Eastern Standard or Daylight Time, Monday through Friday, excluding holidays.

4. REPAIR PROCEDURES FOR THE INTERNATIONAL DISTRIBUTORS – International distributors should contact their BATIPI International sales representative for information about the repair of BATIPI PRODUCT(S).

5. OUT OF WARRANTY COSTS – For information please email support@batipi.com.

6. SUPPORT PLAN AVAILABLE

6.1 Standard Product Warranty:

· 1 year free

· License to use the product and software updates

· Product warranted to be defect free

· 100% satisfaction guarantee for the first 90 days (can return for refund)

· Email support (minimum 24 hour response time)

· Return products for repair (estimated 10 working days turn around)

6.2 License Renewal and Updates (minimum requirement after first year):

· 12% of product cost per year

· License to use the product and software updates

· Email support (minimum 24 hour response time)

6.3 Extended Warranty and Phone Support:

· 22% of product cost per year

· Includes all of License Renewal and Updates

· Return products for repair (estimated 10 working days turn around)

· Phone support - 8:00 AM Eastern Standard or Daylight Time to 5:00 PM Eastern Standard or Daylight Time, Monday through Friday, excluding holidays with 4 hour mean time for response

· Remote trouble shooting access

· Limited to 5 cases per year

6.4 Advanced Replacement and Remote Backup:

· 35% of product cost per year

· Includes Extended Warranty and Phone Support

· Remote system configuration backup

· Three days or better product replacement

· Limited to 3 replacements per year

· Enhanced phone support - 24 x 7 with 4 hour mean time for response

· Limited to 10 cases per year

7. 100% SATISFACTION GUARANTEE TERMS & CONDITIONS – Under the 100% Satisfaction Guarantee, BATIPI will refund the purchase price of any qualifying BATIPI PRODUCT(S) for any customer that is not 100% satisfied with the performance of the BATIPI PRODUCT(S) they purchased.

7.1 To qualify, the customer must

· Register the product at (866) 297-0829.

· Contact BATIPI Tech Support within 30 days of installation.

· Allow a minimum of five business days to resolve trouble.

· Provide the original invoice for the purchase.

7.2 During the troubleshooting and technical support process, the customer should expect to

· Disclose product and configuration details (model, revision, etc).

· Provide BATIPI Tech Support remote KVM access to your system.

· Cooperate with reasonable testing to show symptom(s) and/or test a provided solution.

7.3 All BATIPI products are covered by this except for the products BATIPI resells, they are covered by their manufacturer warranties.

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