ACM Technologies, Inc.

                    ACM Technologies, Inc. Electronic Commerce User Agreement and License

                        1. Definitions
                        For purposes of this Agreement, the following definitions shall apply:

                        (i).  Site or Web Site  
                        The Site or Web Site means all information, content, concepts, program interfaces, structures, functionality, computer code, published materials, electronic documents, graphic files and other technology inherent in ACM's World Wide Web Site located at www.ACMTECH.com.

                        (ii).  Software  
                        The Software, if any, includes all concepts, users and program interfaces and structures, functionality, computer code and other technology inherent in all computer software programs and all copies of the software supporting any of ACM's electronic commerce tools and products.  You may make and maintain one copy of the Software per employee making authorized use of the Software

                        (iii).  Databases or Informational Databases
                        The Information Databases or Database includes all information accessible from ACM through the Software or the Site, which may include, but is not limited to, data structures, technical and other specifications, pricing, advice, and other data and information. All data and other information available on the Informational Databases is proprietary, confidential and the sole property of ACM or third parties licensing such information to ACM.

                        2. Security
                        You must enter a valid user ID and password ("Acccess codes") to use certain Software, access some of the Databases or access the Web Site's secure areas. It is your sole responsibility to monitor use of these access codes for all purposes, including, but not limited to ordering. You accept all responsibility for the security of your user ID and password, and utilization of the Software, Informational Databases or Web Site via the access codes. This includes unauthorized access by your employees or third parties, except for access by third parties resulting from ACM's sole negligence. You have the ability to modify your password at any time. ACM recommends you modify your password regularly. Notify ACM immediately if you wish to terminate your master user ID and password or have these access codes reissued. Do not disclose your access codes to anyone not authorized to act on your behalf.  

                        3. Order Validity
                        You agree not to contest the validity or enforceability of orders placed via the Software or through the Web Site's secure areas under the provisions of any applicable law. All orders placed using the user ID and password shall, for all purposes, be deemed to be in writing signed by you and will be admissible as between the parties to the same extent and under the same conditions as other business records originated and maintained in documentary form.

                        4. Terms and Conditions of Sale
                        Unless otherwise stated an express written agreement signed by an officer of ACM, the terms and conditions contained on ACM's written invoices, the catalog, and available on line, as amended from time to time, shall apply to all transactions. ACM's terms and conditions of sale may vary depending upon the country from which you are ordering or the subsidiary with whom you do business.

                        5. Termination and Modification
                        ACM may elect to update, modify, change or terminate all or any part of the functionality available through the Software or Informational Databases or Site, including modification or termination of the ability to place orders or make inquiries at any time in the future. ACM may modify this Agreement from time to time. Any amendments or modifications may be provided to you through on-line notice. You agree that use of the Software or access to the Informational Databases or Site after you have, or should have received, notice of modifications or amendments to this Agreement will constitute acceptance of all such modifications or amendments. You agree on termination of this Agreement immediately to cease accessing the Informational Databases and to return any Software provided. The Software, Informational Databases, and the Site's secure areas are confidential information of ACM or companies licensing ACM and contain copyrighted information.

                        6. License
                        The Software and Informational Databases are not sold but licensed to you for your internal use in your ordinary course of business for your review, selection, order preparation, support and purchasing of products sold by ACM. This license is for the period beginning with your acceptance of this Agreement until termination by you or for failure to maintain authorized reseller status; is non-transferable and non-exclusive; and is for use only by your employees engaged in your computer reseller business, and only in accordance with this Agreement and any documentation provided to you or available on-line from time to time. You may NOT, except as otherwise provided in the documentation or on-line (a) copy any of the Site, Software or Informational Databases; (b) distribute, rent, sublicense or otherv.6se transfer or disclose, or (except to access the Database in accordance with the documentation) transmit the Site, Software or Informational Databases electronically to any person or entity; (c) modify, translate, merge, or prepare derivative works of the Site, Software or Informational Databases; or (d) use any of the Site, Software or Informational Databases for service bureau or other purposes not specified in this Agreement or the documentation. You may not decompile, disassemble, probe, or otherwise reverse engineer the Software, Informational Databases or the Site.

                        7. Disclaimer of Warranty; Limitation of Remedies
                        ACM is licensing the Software, Informational Databases and Site "AS IS" and "AS AVAILABLE." You acknowledge that the Site and/or Software are licensed for use by you as a convenience for you in communicating with ACM. You assume total responsibility and risk for your use of the Software, Informational Databases, Site and your use of the Internet. ACM HEREBY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS, STATUTORY OR OTHERWISE, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WITH REGARD TO ANY MERCHANDISE, INFORMATION OR SERVICE PROVIDED THROUGH THE SOFTWARE, SITE OR INFORMATIONAL DATABASES. ACM shall not be liable to you or any third party for any damages arising from or as a result of any delay, omission or error in electronic transmission or receipt of any orders or otherwise made pursuant to the Software or via the Site, even if advised of the possibility of such damages.  THE DATABASE CONTAINS INFORMATION OBTAINED BY ACM FROM MANUFACTURERS AND OTHERS THAT INDUSTRY SOURCES BELIEVE WERE RELIABLE, BUT ACM MAKES NO WARRANTY AND DISCLAIMS ALL WARRANTIES AND LIABILITY REGARDING DATABASE ERRORS AND OMISSIONS, AND IT IS SOLELY YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS AND USEFULNESS OF ALL OPINIONS, ADVICE, SERVICES OR OTHER INFORMATION CONTAINED IN THE INFORMATIONAL DATABASES AND THE SITE. You agree that the Site and/or Software give you significant benefit for no or a modest economic consideration. Your sole and exclusive remedy for any breach of this Agreement by ACM shall be to terminate the Agreement and the return of any license fee paid by you to ACM. IN NO EVENT WILL ACM BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ON ANY LEGAL THEORY WHETHER IN CONTRACT, TORT, EQUITY OR AT LAW, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Additional Disclaimers may be contained in the Software, Site and Database.

                        8. Your Obligation
                        You agree that you shall not use the Software, Informational Databases or Site to do any of the following: (i) restrict or inhibit any other user from using and enjoying the Internet,  Site, Software or Informational Databases; (ii) post or transmit any   unlawful, illegal, obscene or pornographic information of any kind, including, without limitation, any transmissions constituting or encouraging conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any local, state, national or international law, including, without limitation, the U.S. Export Control laws and regulations; (iii) knowingly post or transmit any information or software which contains a virus, worm, cancelbot or other harmful component; (iv) upload, post, publish, transmit, reproduce, distribute or participate in the transfer or sale, or in any way exploit any information, software or other material obtained through the Software, Site or Informational Databases which is protected by copyright or other proprietary right or derivative works with respect thereto, without obtaining permission of the copyright owner or right holder.  In addition, you may not effect or participate in any activity to (a) post to any usenet or other news group, forum, Email listing or similar group or list, articles which are off topic according to the charter or other public statements of the group or list; (b) send unsolicited mass mailings; or (e) falsify or 'spoof" user information provided to ACM or to other users in connection with the use of Software, Informational Databases or Site.

                        9. Indemnity
                        You agree to defend, indemnify and hold ACM and its affiliates, and its and their directors, employees and agents harmless from any and all liabilities, costs and expenses, including reasonable attorneys' fees related to or arising from (a) negligent acts or omissions by you in connection with the installations, use or maintenance of the Software, Informational Databases or Site; (b) claims for infringement of patents arising from the use of the Software, Informational Databases or Site by you other than for its intended purpose, and (c) claims of copyright infringement resulting from the use of the Software, Informational Databases or Site by you other than for its intended purpose.

                        10. Product Availability and Pricing
                        ACM provides access to product and pricing information on an international basis as a result of making such information available on the World Wide Web. Such information may contain references or cross references to products, programs, prices, promotions and services that are not announced or available in your country. Such reference does not imply that ACM intends to announce or make available such products, programs, promotions or services, under such prices in your country. Any promotions may not apply in your geographic region. Please check with your ACM representative regarding product availability, pricing and promotions and the availability thereof in your geographic area. The products listed in the Informational Databases may not be available in your location due to specific legal requirements related to export restrictions and other legal or contractual requirements imposed upon ACM or of your geographic location. ACM assumes no responsibility for being unable to provide products or services due to such legal or contractual requirements. You assume all responsibility for obtaining all necessary approvals to obtain ACM products or services.
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