Six Degrees agrees to make available for Customer certain items of hardware, software, support, and/or licenses, each as more fully set forth on Six Degrees’ Order Form. All items provided by Six Degrees shall be in accordance with the following Terms and Conditions.

ADDITIONAL TERMS.

Customer acknowledges and agrees that Customer’s use of any hardware, software, and/or licenses may be subject to any terms and conditions or end user license agreements set forth by the original publisher of such hardware, software, or licenses, as the case may be (the “Additional Terms”). Customer accepts such Additional Terms and agrees to be bound by them without modification by these Terms and Conditions. In the event of any conflict between these Terms and Conditions and the Additional Terms with respect to use of any hardware, software, and/or licenses provided by Six Degrees, the Additional Terms shall prevail.

COMPENSATION.

Customer agrees to pay Six Degrees the amounts set forth in the Order Form.

BILLING AND PAYMENT.

Invoices for the items set forth on the Order Form are payable by Customer net thirty (30) days from the invoice date. Any unpaid balance remaining after the due date will accrue interest at the rate of 1.5% per month. Customer is responsible for paying all applicable freight, state or local sales tax, privilege, business, opportunity, use, import or export, value added, excise, or other similar tax or duty that are levied on the items provided by Six Degrees. Six Degrees will bill these amounts to Customer as part of its regular invoice.

INTELLECTUAL PROPERTY.

The hardware, software, and/or licenses (including any structure, organization, code and other intellectual property) provided by Six Degrees are proprietary to, and are the intellectual property and Confidential Information of, the original publisher, manufacturer, licensor, or supplier of such hardware, software, and/or licenses. The applicable owner retains exclusive ownership of the intellectual property rights vested in the hardware, software, or licenses.

WARRANTIES.

Six Degrees does not warrant any hardware, software, or licenses it provides to Customer. Customer shall look to the relevant third-party supplier, manufacturer, publisher, or creator in the event of a claim related to such hardware, software, and/or licenses, as a manufacturer’s warranty may apply. Each party warrants that it has the authority to bind itself to these Terms and Conditions, and that the person accepting the Order Form on its behalf is its duly authorized representative.

Other than as set forth in these Terms and Conditions, each party makes no other warranties or representations, express or implied, including any warranty of title, non-infringement, merchantability, or fitness for a particular purpose. SIX DEGREES EXPRESSLY DISCLAIMS ANY IMPLIED OR STATUTORY GUARANTEES, WARRANTIES, OR REPRESENTATIONS IN CONNECTION WITH THE HARDWARE, SOFTWARE, LICENSES, AND/OR SUPPORT PROVIDED HEREUNDER. CUSTOMER ACKNOWLEDGES AND AGREES THAT ONLY THOSE WARRANTIES THAT MAY BE EXPRESSLY PROVIDED OR MADE IN CONNECTION WITH THE HARDWARE, SOFTWARE, LICENSES AND/OR SUPPORT BY THE ORIGINAL PUBLISHER THEREOF SHALL APPLY TO CUSTOMER’S USE AND ACQUISITION OF SUCH HARDWARE, SOFTWARE, LICENSES AND/OR SUPPORT.

LIMITATION OF DAMAGES.

(A) IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY, BASED ON ANY THEORY OF LAW, EQUITY, TORT, CONTRACT OR OTHERWISE, FOR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF USE, LOSS OF DATA, OR COSTS OF COVER, IN CONNECTION WITH THIS AGREEMENT, EVEN IF SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGE; AND (B) EACH PARTY’S TOTAL LIABILITY UNDER THIS AGREEMENT OF ANY KIND, WITH ALL CLAIMS, DAMAGES AND LIABILITIES AGGREGATED, AND BASED ON ANY THEORY OF LAW, EQUITY, TORT, CONTRACT OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT OF THE FEES PAID BY CUSTOMER TO SIX DEGREES DURING THE TERM.

FORCE MAJEURE.

Neither Customer nor Six Degrees shall be liable for failure to perform its obligations (except for any payment obligations) to the extent that performance is delayed, prevented, restricted or interfered with as a result of any causes beyond its reasonable control, including acts of God, terrorism, labor action, fire, flood, earthquake, failure of third-party providers, denial of service attacks and other malicious conduct, utility failures, power outages, or governmental acts, orders, or restrictions.

GOVERNING LAW.

Except when superseded by the applicable Additional Terms, each party agrees to the applicable governing law of the State of Oregon and the United States without regard to choice or conflicts of law rules, and without reference to UCITA (the Uniform Computer Information Transactions Act) as it may be enacted in the applicable jurisdiction, and to the exclusive jurisdiction of the applicable state and federal courts in Portland, Oregon, USA.