WebKey Systems-Terms For Purchase of WebKey Keyless Locks

Terms for Purchases

1. Effective Date & Use. Purchase shall be effective as of the date accepted by the Customer as evidenced by selecting "Accept" during the on-line ordering process for these Terms for Purchases ("Terms"), or by signing a written Purchase Order and submitting by fax or mail. The Services will automatically renew for successive terms of equal length to the original term unless either party provides the other with written notice of its intention not to renew at least fifteen (15) days prior to the expiration of the Purchase term. All renewals will be effective the first day of the month following renewal. You understand and agree that your use of and access to the Internet related services and the network and host computers ("Services") that we, our affiliates and/or subcontractors operate, are conditioned upon your full compliance with the Terms found on our website at http://www.webkeysystems.com/terms.html. We may modify the Terms as well as the Services without notice. Your continued use of the Services after we post the modified Terms indicates your acceptance of the modifications. Therefore, you are encouraged to review the Terms on a regular basis.

2. Price and Payment Terms. Customer shall pay the specified costs and charges. WEBKEY may charge for some Services in advance and for other Services in arrears. Customer may also receive separate invoice(s) from third parties acting as WEBKEY's billing and collection agent. All Product orders are to be prepaid unless otherwise approved by WEBKEY. At WEBKEY's discretion and subject to credit approval, WEBKEY may invoice Customer and Customer shall pay all invoices according to the agreed upon terms. Unpaid invoices will be subject to the higher of a monthly service charge of 1.5% of the outstanding balance, or the maximum legally allowable interest rate. Customer authorizes WEBKEY to charge the Customer's credit card that is on file, at the start of a new Services term as payment for all fees and charges as they are invoiced or as otherwise provided for. Services may be discontinued or Services prices may be changed by providing customer notice via email or postal mail of the new prices or discontinuing of Services at least thirty (30) days prior to (a) the expiration of the Customer's current term for the Services, or (b) if there is no set term for the Services, then upon at least thirty (30) days notice via email or postal mail.

WEBKEY shall pay a referral fee to Customers who refer new clients to WEBKEY. If the referred client purchases an Oracode 4400 at the single lock sales price, WEBKEY shall pay a $25 referral fee to the Customer. Reduced lock sale prices for quantity purchases shall earn a reduced referral fee, to be established by WEBKEY at the time of sale.

3. Cancellation. For accounts with a term longer than one month, Customer may cancel Services prior to the expiration of the term upon fifteen (15) days written notice. Services and invoicing shall cease at the end of the next full month following notice of cancellation. Upon cancellation Customer shall pay WEBKEY a cancellation fee which shall be calculated according to the following formula: fifty (50) percent of the Purchase commitment which is determined by multiplying the Monthly Services Charge by the number of months in the Purchase term reduced by amounts previously invoiced and paid.

4. Representation; Warranties and Acknowledgements. Each of WEBKEY and Customer represents and warrants to the other that the entrance into and performance of this Purchase shall not violate any applicable law or regulation or any agreement to which it is a party. THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT ARE IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, OPERATION, NON-INFRINGEMENT, SECURITY AND ACCURACY OR FITNESS FOR A PARTICULAR PURPOSE (ALL OF WHICH ARE EXPRESSLY DISCLAIMED) AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, CUSTOM OR USAGE IN TRADE. YOUR USE OF THE SERVICES AND NETWORK IS SOLELY AT YOUR OWN RISK. THE SERVICES AND NETWORK ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITH ALL FAULTS. WEBKEY MAKES NO REPRESENTATION OR WARRANTY TO THE CUSTOMER THAT THE SERVICES ARE ERROR FREE, SECURE, OR THAT SERVICES WILL BE UNINTERRUPTED.

5. Services Termination and Suspension. WEBKEY may terminate this Purchase and the provision of Services immediately if any portion of an invoice remains unpaid for more than fifteen (15) days past the due date or immediately if the Customer violates the Terms. Upon termination of this Purchase, all amounts due for Services provided up to the effective date of the termination shall become immediately due and payable. Additionally, if we reasonably anticipate a violation of the Terms, we reserve the right, at our option, to suspend or terminate use of and access to the Services and Network without notice. The key contributing factors affecting our actions taken on Terms violations include, but are not limited to, protection of our customers and our resources, provision of quality service to our customers, compliance with applicable law, and the protection of our reputation. Customer may suspend use of the Services after the agreed Term, in which case their access to the Services shall be terminated. If the Services are subsequently reinstated, WEBKEY may, at is option, assess Customer a Services Reinstatement Fee of $30.00.

6. Services Performance Warranty. WEBKEY warrants that it will perform the Services in a manner consistent with industry standards reasonably applicable to the performance thereof.

7. Product Warranty. The products sold by WEBKEY, including the finish, mechanical components, keypads, and other components, are provided with the manufacturer's warranty only. For the KABA Oracode 4400, the warranty is two years on lock and finish. Finish warranty requires periodic wiping down with a cloth and appropriate cleaner, plus an annual polishing with Turtle Wax. We recommend that the property owner have the cleaning service simply wipe down the lock as part of their post-rental cleanup routine. For battery-operated products, exposure to extreme cold will reduce the operational performance or prevent operation. This is typical of all batteries and is not a malfunction of the product. Information on warranties is either included with the products or may be obtained from WEBKEY upon request. Warranties exclude products that have been damaged by installation or modified with non-WEBKEY components. It also excludes incidental or consequential damages. (Some states do not allow the exclusion or limitation of incidental damages, so this exclusion may not apply to you.) To register a warranty claim or request troubleshooting assistance, please follow the instructions included with the product or if the warranty instructions have been lost, contact WEBKEY at 1-678-318-3400. The manufacturer will repair or replace the product or a component thereof at its discretion. Customer will be responsible for the removal of the old product or component, prepaid freight for the return of the product, and reinstallation of the new product or component. This warranty provides the Customer with specific legal rights and Customer may also have other rights, which vary from state to state.

8. Taxes. WEBKEY reserves the right to collect from Customer in arrears - taxes, fees or other charges of any nature whatsoever, now or hereafter imposed or assessed, by any federal, state, county or local government authority upon or with respect to the Products and Services provided.

9. Limitation of Liability. IN NO EVENT SHALL WEBKEY OR ITS SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTRACTORS (the "WEBKEY PARTIES") BE LIABLE FOR DAMAGES, THEFT, INJURY, LOSS OF LIFE, LOSS OF PROFITS, LOSS OF GOODWILL, LOSS OF CUSTOMER DATA, OR ANY CONSEQUENTIAL, SPECIAL, PUNITIVE, INCIDENTAL OR INDIRECT DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, LOST PROFITS) ARISING OUT OF OR RELATING TO THIS AGREEMENT, WEBKEY'S POLICY, OR THE USE OR INABILITY OF CUSTOMER TO USE THE PRODUCTS, SERVICES AND NETWORK. THIS LIMITATION OF LIABILITY APPLIES WHETHER THE ALLEGED LIABILITIES ARE BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER BASIS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LIABILITIES. IN ANY EVENT, IT IS AGREED THAT THE LIABILITY OF WEBKEY FOR ANY REASON AND UPON ANY CAUSE OF ACTION RELATED TO THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL FEES PAID BY CUSTOMER AND RECEIVED BY WEBKEY FOR THE TWO MOST RECENTLY CONCLUDED MONTHLY BILLING PERIODS. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING WITHOUT LIMITATION, TO BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS AND OTHER TORTS.

10. Basis of the Bargain; Essential Purpose. The parties acknowledge that WEBKEY has set its prices and entered into this Purchase in reliance upon the limitations of liability and the disclaimers of warranties and damages set forth herein, and that the same form an essential basis of the bargain between the parties. The parties agree that the limitations and exclusions of liability and disclaimers specified in this Purchase will survive and apply even if found to have failed of their essential purpose.

11. Survival. The following provisions will survive any expiration or termination of the Purchase: Sections 2, 3, 4, 8, 9, 12 and 15.

12. Choice Of Law. By using the Products, Services and accessing the Network, you agree that the laws of the State of Georgia will govern all matters relating to your use of the Services and these Terms, without giving effect to any contrary conflicts of law principles. You also agree and hereby submit to the exclusive personal jurisdiction and venue of the federal and state courts located in and for Forsyth County, Georgia, U.S.A.

13. Notices. Customer notices will be addressed to the Contact Name and Address shown on the Purchase document. Notifications to WEBKEY shall be addressed to: WebKey Systems, Inc., 8775 Amberfield Drive, Gainesville, GA 30506.

14. Force Majeure. Except for the obligation to make payments, neither party will be liable for any failure or delay in its performance under this Purchase due to any cause beyond its reasonable control, including acts of war, acts of God, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, governmental act or failure of the Internet (not resulting from the actions or inactions of WEBKEY, its agents, contractors or affiliates).

15. Miscellaneous. (a) This Purchase and the Terms and all subsequent orders and amendments which are incorporated by reference into this Purchase represent the entire agreement between WEBKEY and Customer, and supersedes all prior understandings, written or oral. All amendments and modifications to this Purchase must be in writing and signed by both parties. (b) If any provision of this Purchase is held to be invalid or unenforceable, the remainder of this Purchase shall be construed without such provision and each other provision will be valid and enforceable. (c) In the event a suit is initiated to collect any amounts owed under this Purchase, the prevailing party shall be entitled to recover reasonable attorney's fees. (d) This Purchase may be assigned by WEBKEY or Customer to any successor in interest to their respective business, provided that Customer has paid all invoices prior to such assignment.