1. Statement of Purpose
This Partner Program Agreement and the paragraphs below are the terms and conditions by which AmZetta Technologies, LLC and its affiliates (hereafter referred to as AmZetta), and the Partner (hereby referred to as Partner) agree to be governed for the purchase and resale of specified AmZetta products listed on the AmZetta price list.

2. Validity of Terms and Conditions
The terms and conditions set forth herein shall remain valid until otherwise superseded or changed by AmZetta. AmZetta reserves the right to modify any terms contained herein on thirty (30) days’ notice to its Partners.

3. Scope of Appointment
AmZetta hereby appoints Partner, and the Partner accepts such appointment, as an independent and non-exclusive reseller of all AmZetta Products and Services specified in Partner Pricing Matrix herein Exhibit B.

4. Partner Covenants
Partner agrees to: (i) conduct business in a manner that reflects favorably at all times on AmZetta's Products and the good name, goodwill and reputation of AmZetta; (ii) avoid deceptive, misleading or unethical practices that are or might be detrimental to AmZetta or AmZetta Products; (iii) make no false or misleading representations with regard to AmZetta or AmZetta Products; (iv)
not publish or employ, or cooperate in the publication or employment of, any misleading or deceptive advertising material with regard to AmZetta or AmZetta Products; and (v) make no representations, warranties or guarantees to customers or to the trade with respect to the specifications, features or capabilities of AmZetta Products that are inconsistent with the literature distributed by AmZetta.

5. Purchase Order
To order Products the Partner shall place written purchase order(s) containing the following minimum information: (I) identification of Products by quantity, AmZetta part number, description and price; (ii) shipping instructions including destination and requested delivery dates in accordance with AmZetta’s quoted lead times; (iii) billing address; (iv) payment terms; (v) authorized signature; and (vi) Opportunity Registration Number. The terms and conditions of each order shall be as provided by this Agreement, and the provisions of either party’s form of purchase order, acknowledgment or other business forms will not apply to
any order notwithstanding the other party’s acknowledgment or acceptance of such form. Each order shall be in writing and be subject to acceptance by AmZetta.
AmZetta assumes that Partner purchase orders have been researched by the Partner and that the products contained therein are compatible with the intended applications. AmZetta assumes no responsibility for Partner errors in selecting products.

6. Product Pricing
The prices for the products ordered and delivered pursuant to these conditions are the prices set forth within the AmZetta Pricing Matrix located herein Exhibit B. Partner Pricing Matrix. These prices may be changed by AmZetta in accordance with the conditions in the AmZetta price and discount schedules for the products being purchased as follows:
6.1 Should AmZetta increase its selling prices for products, all orders placed prior to the given date of the price increase and scheduled for delivery within thirty (30) days of the effective date of the price increase will not be subject to the price increase.
6.2 Should AmZetta decrease its selling prices for products, only orders scheduled for delivery at the time of notice, and thereafter, will be adjusted to reflect the price decrease.
6.3 Opportunity Registration pricing will only be granted to Partners that obtain an Opportunity Registration Approval Code from AmZetta for a specific opportunity.

7. Term and Termination
7.1 TERM. This Agreement shall commence on the Effective Date and continue thereafter unless terminated earlier as provided herein.
7.2 TERMINATION WITHOUT CAUSE. Partner or AmZetta may terminate this Agreement without cause, at any time, by written notice to the other party not less than sixty (60) days prior to the effective date of termination. AmZetta will not accept any orders after the effective date of termination and
any unfilled orders pending at the time such notice of termination takes effect shall be shipped by AmZetta unless cancelled by Partner, as of the effective date. AmZetta and Partner hereby waive all claims against the other in connection with the cancellation of such orders.
7.3 TERMINATION FOR CAUSE. AmZetta may terminate this Agreement, for cause, by written notice to Partner not less than ten (10) days prior to the termination date of such notice in the event that:
(i) Partner fails to pay past due invoices within thirty (30) days after notice that invoices are past due;
(ii) Partner ceases conducting business in the normal course, institutes any proceedings for liquidation or winding up, becomes insolvent, makes a general assignment for the benefit of creditors, suffers or permits the appointment of a receiver for its business or assets, or avails itself of or becomes subject to any proceeding under the Federal Bankruptcy Act or any other statute of any state relating to insolvency or the protection of rights of creditors;
(iii) Partner violates any other material provision of this Agreement; or (iv) control of Partner is acquired, directly or indirectly, by a third party, or Partner is merged with a third party. Partner may terminate this Agreement, for cause, by written notice to AmZetta not less than ten (10) days prior
to the termination date of such notice in the event that AmZetta does not fulfill Its warranty obligations 30 days after receiving written notice.
7.4 TERMINATION / EXPIRATION ACCOUNTING. All amounts payable by Partner to AmZetta shall survive termination and become immediately due and payable. No deliveries of Product(s) by AmZetta subsequent to the expiration or termination of this Agreement shall extend or renew this Agreement.

8. Discontinued Product(s)
If AmZetta discontinues a product, AmZetta will give the Partner ninety (90) days notice, whenever possible. In the event that AmZetta discontinues Product(s), the Partner may still place purchase order(s) for discontinued Product(s). Acceptance of the purchase order(s), however, will be on an “if available” basis. AmZetta will issue a formal PEOLN (Product End of Life Notification) document to all Partners in the event of an EOL.

9. Credit
At its discretion, AmZetta may establish a line of credit for the Partner, which the Partner agrees not to exceed. AmZetta may change the line of credit if the Partner’s method of payment or financial position changes. The Partner must provide a minimum of three (3) trade references. If the references come back unsatisfactory then in order to establish credit terms the partner will need to provide financial statements.

10. Payment
In the absence of an existing credit agreement between AmZetta and the Partner payment terms are cash in advance, credit card or COD. If AmZetta has approved a line of credit for the Partner and the Partner is in good standing, payment terms are net thirty (30) days from the date of invoice. AmZetta may assign all or part of the payments due. Undisputed delinquent balances will be subject
to finance charges of 1.5% per month and may result in revocation of net terms and cancellation of the terms and conditions set forth in this agreement. AmZetta may in its sole discretion change Partner’s credit terms and/or require COD payment for any shipments.

11. Delivery
AmZetta understands the importance of accurate and timely delivery, but can only approximate shipping dates and cannot be held liable for losses or expense incurred by buyer in the event of delayed shipments. Unless otherwise requested, AmZetta will ship goods via surface freight. Goods are shipped EXW (Incoterms 2000) from AmZetta or its affiliates’ warehouses. If any conditions arise that affect compliance with delivery schedules, AmZetta will not be held liable for any damage or delay in delivery or for failure to give notice of delay. AmZetta will, however, use its best efforts to notify the Partner of any delays in advance. The Partner may, upon supplying written notice to AmZetta, reschedule delivery of products on order without charge provided the reschedule is three (3) business days prior to the scheduled shipment date(s) which will be set five (5) business days prior to the schedule delivery date(s) set forth in the Partner purchase order (excludes custom built products). If AmZetta does not deliver the product within 5 days of any delivery date on any acknowledged order (unless delayed delivery is requested by the Partner), Partner may then terminate their order by giving AmZetta written notice of termination.

12. Warranty
AmZetta warrants the Products in accordance with standard product warranties included with the system, copies of which are available upon request. Partner will not make any representations or statements inconsistent with such warranty. AMZETTA MAKES NO WARRANTIES OR REPRESENTATIONS AS TO THE PRODUCTS, EXCEPT AS SET FORTH ABOVE. ALL IMPLIED WARRANTIES AND CONDITIONS, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, ARE HEREBY DISCLAIMED. AMZETTA SHALL HAVE NO OBLIGATION TO ANY END USER UNDER ANY WARRANTY GIVEN BY PARTNER, ITS AGENTS OR ITS EMPLOYEES.

13. Limitation of Liability
THE LIABILITY OF AMZETTA AND ITS SUPPLIERS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SUPPLY OF PRODUCTS HEREUNDER, SHALL BE LIMITED TO THE ACTUAL AMOUNTS PAID OR PAYABLE BY PARTNER TO AMZETTA FOR THE PRODUCTS GIVING RISE TO SUCH DAMAGES, ORDERED DURING THE TWELVE (12) MONTHS PRIOR TO THE CLAIM GIVING RISE TO DAMAGES, WHICHEVER AMOUNT IS THE LESSER. UNDER NO CIRCUMSTANCES WILL PARTNER OR AMZETTA BE LIABLE IN ANY WAY FOR LOSS OF PROFITS, COST OF PROCURING SUBSTITUTE GOODS OR SERVICES, OR ANY INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF PARTNER OR AMZETTA OR ITS SUPPLIER IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES.

14. Returned Merchandise
Returned Merchandise must be returned with a Return Material Authorization (RMA) number issued by an AmZetta authorized representative. See EXHIBIT A for AmZetta's detailed RMA procedures.

15. Restocking Fees
Except for Special Orders, merchandise refused by Partner for delivery, when shipped against a valid purchase order, will be subject to a 15% restocking fee.

16. Use of Trademarks and Proprietary Notices
During the term of this Agreement, Partner may use the trademarks, trade names, logos and designations used by AmZetta for AmZetta Products solely in connection with Partner’s advertisement and promotion of AmZetta Products, in accordance with AmZetta's then-current trademark usage policies. Partner shall not remove or destroy any copyright notices, trademarks or other proprietary markings on the Products, software, documentation or other materials related to the
Products. At a minimum, AmZetta requires that all Partners display the AmZetta® Brand Logo on the Partner website in a prominent location to identify the Partner as an authorized AmZetta Distributor.

17. Software Licensing Terms and Conditions
The Partner agrees that any software supplied by AmZetta with its product will be licensed subject to the terms and conditions of the break-the-seal end-user license agreement and that the Partner will not disturb, remove or separate the license from the software or the AmZetta product.

18. Indemnification
AmZetta will, except as otherwise provided below, defend or settle any claim made or suit or proceeding brought against Partner to the extent it is based on an allegation that any unmodified Product sold under this Agreement infringes any patent, trademark or copyright, provided AmZetta is notified promptly in writing and given information, assistance (so long as AmZetta pays the out of
pocket expenses) and sole authority to defend or settle same at AmZetta's expense. Any indemnification by AmZetta under this Section 18 shall be subject to the Limitation of Liability set forth in Section 13.
AmZetta may substitute comparable non- infringing product, or modify the Product(s) to make them non-infringing or obtain a right for the Partner to continue using the Product, all at AmZetta's expense. In the event that the foregoing actions are impractical and the Products’ continued use is enjoined, AmZetta will buy the products back from the Partner at the original purchase price less depreciation for the time they were used based on the straight-line depreciation method with a four-year useful life period. The foregoing states AmZetta's entire liability for intellectual property infringement by products furnished under this Agreement.

19. Partner Program Benefits
The AmZetta Partner Program Benefits are contained within EXHIBIT C “PARTNER PROGRAM BENEFITS”.

20. Procedures
AmZetta relies on certain procedures to implement the Partner Program. Partner agrees that Partner will adhere to AmZetta procedures in support of the AmZetta Partner Program. If partner fails to do so, the benefits accruing to Partner from the Partner Program may not be available to Partner.

21. Confidential Information
21.1 Obligation. Except as provided in this Agreement, neither party may use, reproduce, distribute or disclose Confidential Information it receives from the other party under this Agreement, without the prior written authorization of the disclosing party. Each party must hold in confidence
Confidential Information received from the other party and must protect the confidentiality thereof with the same degree of care that it exercises with respect to its own information of like importance, but in no event less than reasonable care, for the term of this Agreement (but in no event more than three (3) years from the date of receipt of the Confidential Information). Each party shall only disclose Confidential Information to employees who have a need-to-know basis for carrying out the purpose of the Agreement. No disclosure of Confidential Information to persons without a need-to-know basis is authorized under any circumstances. Furthermore, no Confidential Information shall be posted on any network, server, or the like (i.e., ftp server, in the “cloud”), without such network, server, or the like, having credential verification sufficient to ensure that no person who is not an employee to a party to this Agreement, or a contractually obligated contractor for a party, or without a need-to-know basis is authorized access. Neither party shall be liable for any inadvertent or unauthorized disclosure of Confidential Information, provided that it exercises at least the standard of care set forth above to prevent disclosure and takes reasonable steps to mitigate any damage and prevent further disclosure. Partner shall be solely responsible for any unauthorized access and security risks and related damages that occur due to such breach of Confidential Information by Partner.

22. General
22.1 ASSIGNMENT. The Partner may not assign its obligations pursuant to these terms and conditions without AmZetta's prior written consent.
22.2 GOVERNING LAW. This Agreement shall be governed by the laws of the State of Georgia (other than its conflicts of law principles). The parties hereby consent to the exclusive jurisdiction of and venue in the state courts located in Gwinnett County, Georgia or the United States District Court for Northern District of Georgia.
22.3 INDEPENDENT CONTRACTORS. In performing their respective duties under this Agreement, each of the parties will be operating as an independent contractor. Nothing contained herein will in any way constitute any association, partnership, or joint venture between the parties hereto, or be
construed to evidence the intention of the parties to establish any such relationship. Neither party will have the power to bind the other party or incur obligations on the other party’s behalf without the other party’s prior written consent.
22.4 MODIFICATION AND WAIVER. No modification to this Agreement, nor any waiver of any rights, will be effective unless assented to in writing by the party to be charged, and the waiver of any breach
or default shall not constitute a waiver of any other right hereunder or any subsequent breach or default.
22.5 NOTICES. Any required or permitted notices hereunder must be given in writing by one of the following methods: hand delivery; registered, express, or certified mail, return receipt requested, postage prepaid; or nationally- recognized private express courier. Notices will be deemed given on
the date received. All notices will be effective when received in writing. Notices to the Partner will be given as set forth in the AmZetta Partner Program Application and notice to AmZetta will be given at 5555 Oakbrook Parkway, Building 280, Norcross, GA 30093, Attention: Contracts Administration. Either party can give notice of an address change.
22.6 SEVERABILITY. If for any reason any provision of this Agreement shall be held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect.
22.7 LIMITATION OF ACTION. Any legal action arising out of this Agreement shall be barred unless commenced within one (1) year of the act or omission giving rise to the action. Such limitation shall not apply to any actions asserted against Partner by AmZetta arising from any delinquencies in payment for Products. In the event of legal action arising from this agreement, the losing party shall pay all legal, court and attorney fees incurred as result of this action.
22.8 EXHIBITS. Exhibit A, Exhibit B, Exhibit C and Exhibit D attached hereto and made a part hereof.
22.9 ENTIRE AGREEMENT. This Agreement and the EXHIBITs attached hereto constitute the entire and exclusive agreement between the parties hereto with respect to the subject matter hereof and supersede any prior agreements between the parties with respect to such subject matter.

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