Customer and Zensoft Inc. agree that the purchase and sales of Zensoft Inc. hardware and software products ("the Products") and Zensoft Inc. hardware and software services and support (the "Services") are made under these terms and conditions, and that Zensoft Inc. SHALL NOT BE BOUND BY CUSTOMER'S ADDITIONAL OR DIFFERENT TERMS. Customer's order or purchase of the Products and Services referencing this quotation shall constitute acceptance of these terms and conditions in their entirety.

1. All Zensoft Inc. Products are custom manufactured to order. As such, accepted orders are non-cancelable and non-changeable and non-returnable.
2. The Customer takes delivery of Products once the Products leave Zensoft Inc.'s facility in Madison, Wisconsin. In the case of electronic delivery of software, ownership of the Products is transferred to buyer at time the shipment is delivered electronically.
3. Zensoft Inc. reserves the right to discontinue any item or product without notice and to change specifications at any time without incurring any liability or obligation to produce such discontinued items
4. The Products are provided "as-is." No warranties of any kind, expressed or implied, are made as to the Products or the Services, including but not limited to warranties of merchantability or suitability for a particular purpose. Zensoft Inc. is not liable for, and will provide no remedy for direct, indirect, consequential or incidental damages arising from the Products or the Services, even after Zensoft Inc. has received notice of the possibility of such damages.
5. NO LIABILITY FOR CONSEQUENTIAL DAMAGES. The entire liability of Zensoft Inc. and its licensors, distributors, and suppliers (including its and their directors, officers, employees, and agents) is set forth above. To the maximum extent permitted by applicable law, in no event shall Zensoft Inc. and its licensors, distributors, and suppliers (including its and their directors, officers, employees, and agents) be liable for any damages, including, but not limited to, any special, direct, indirect, incidental, exemplary, or consequential damages, expenses, lost profits, lost savings, business interruption, lost business information, or any other damages arising out of the use or inability to use the Products or the Services, even if Zensoft Inc. or its licensors, distributors, and suppliers has been advised of the possibility of such damages. Customer acknowledges that the applicable purchase price or license fee for the Products and the Services reflects this allocation of risk. Because some states/jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply. If the foregoing limitation of liability is not enforceable because a Zensoft Inc. Product or Service sold or licensed to Customer is determined by a court of competent jurisdiction in a final, non-appealable judgment to be defective and to have directly caused bodily injury, death, or property damage, in no event shall Zensoft Inc.'s liability for property damage exceed the greater of $10,000 or fees paid for the specific product that caused such damage.
6. ACKNOWLEDGMENT/GOVERNING LAW. Customer acknowledges reading these Terms and Conditions, understands them and agrees to be bound by them. A waiver of any provision of this agreement shall not be construed as a waiver or modification of any other term hereof. With respect to all orders accepted by Zensoft Inc. in the United States, disputes arising in connection with these Terms and Conditions of Sale shall be governed by the laws of the State of Wisconsin without regard to principles of conflicts of laws. With respect to all orders accepted by Zensoft Inc. outside the United States, disputes arising in connection with these Terms and Conditions of Sale shall be governed by the laws of the country and locality in which Zensoft Inc. accepts the order without regard to principles of conflicts of laws.
7. Open account terms are Net 10. Payment is due 10 days from the invoice date, and the customer will be billed upon shipment of his or her order. It is the responsibility of the customer, not Zensoft Inc., to ensure payment is made on time. Payments made after 10 days are subject to late fees and charges, as follows:
   1. For account balances under US$500, a US$100 late fee will be applied.
   2. For account balances over US$500, a US$200 late fee will be applied.
   3. Payments 25 days past the invoice date are subject to a 10% finance charge every 30 days until the account balance is paid in full, beginning on the 25th day.
   4. Payments 85 days past the invoice date are subject to an additional US$500 collection fee.
   For outstanding balances, Zensoft Inc. may send notification to the customer to inform him or her of delinquent payments, at our discretion. Non-receipt of such notifications does not excuse the customer from liability for late fees and charges. The customer is responsible for all postage to notify him or her of delinquent payments. The customer is responsible for all court costs involved in collecting payment.

This policy is reviewed periodically by Zensoft Inc. and may be subject to change. No part of this policy shall be construed to form any legal obligation or liability on the part of Zensoft Inc..