I (we) hereby certify that I (we) have read these Terms and Conditions of Sale ("Terms of Sale") and agree to abide by them. I (we) certify that all statements made in preparing our order on credit or immediate payment ("non-credit") terms with iProlog Corporation ("IPC") are true and complete and are made for the purpose of obtaining credit or completing the sale and payment for goods ordered. Any subsequent purchases made by me (us) shall be subject to these Terms of Sale unless modified in writing by a reseller, distribution, affiliate or other agreement ("Business Agreements").

All terms and conditions of this agreement are to be performed in San Diego, California. I (we) acknowledge and agree that delinquency charges at the rate of 1 1/2% per month will be charged on all balances remaining unpaid after 30 to 45 days from the date said amounts are incurred, whichever term applies under the circumstances.

In the event of default and referral to an attorney or collection agency, I (we) agree to pay all costs of collection including reasonable attorney fees.

This Agreement is governed by the laws of California, except for its conflict of law provisions. The exclusive forum for any actions related to this Agreement shall be in the state courts in San Diego, California, and, to the extent that federal courts have exclusive jurisdiction, in San Diego, California. You consent to such venue and jurisdiction. The application of the United Nations Convention on the International Sale of Goods is expressly excluded.

Prices quoted are subject to change at any time on the inkgard.com website and shopping basket system in the sole discretion of IPC. IPC will honor all correctly quoted sales prices for which payment has been collected via the IPC website. In the event goods are ordered and/or paid for based on erroneously quoted prices or terms, IPC will advise and work with the customer, providing appropriate pricing and allowing the customer reasonable time to accept or reject the order submission based on price(s) changed, with full right for refund and returns, as applicable under the circumstances.

Orders may be placed by Web Shopping Basket. Acceptance of orders may be subject to credit approval, address verification and other steps as determined to be necessary under the circumstances by IPC. Order delays may occur due to unforeseen contingencies such as fire, flood, strikes, theft, acts of God, and other causes, and are beyond IPC's control. Cancelled orders may require compensation to IPC by the customer for incurred costs, restocking fees and related obligations and expenses as determined by IPC and/or as stated in the applicable Business Agreement, if any. Absent explicit approval of credit terms via email, website confirmation pages or other commonly used means, shipment constitutes Credit and Payment Method approval, and non-shipment constitutes decline, of order(s) and/or Payment methods proposed or (if applicable) credit terms requested.

Downloaded software registration and/activation may be cancelled in IPC’s sole discretion if the credit card payment by the user is charged back against IPC’s Merchant account.

Unless otherwise specified, the price quoted for IPC goods and services are for a single shipment or delivery of service or download of software, without storage, F.O.B. IPC's platform. Prices quoted are based on continuous and uninterrupted delivery of the complete order. If the specifications state otherwise, IPC will charge accordingly at current rates. Title for goods and/or services shipped or provided from/by IPC passes to the customer upon delivery to the carrier by IPC, or in the case of downloadable goods, at initiation of the download by the customer.

Signature Requirements

To insure orders are delivered and received safely, a signature at the time of delivery will be required for all orders.

Customer, except within 45 days of establishing an account with IPC, may choose to waive the signature requirement before an order ships by requesting during checkout, completing, and returning to IPC the Signature Waiver Form.

Returns

Customer may request, and IPC, in its sole discretion, may grant product Return Merchandise Authorizations ("RMA's") for merchandise, subject to applicable terms and conditions associated with those products. A 25% restocking fee will be charged, at IPC's sole discretion.

To send products requiring warranty service to IPC an RMA number must be obtained.

RMA must be requested within the time frame specified below:

Software, Toner, Ink	30 Days
Hardware Accessories	14 Days

RMA's granted and authorized require the following conditions be satisfied before customer's account will be credited.

1. The RMA# must be clearly marked on the OUTSIDE of the shipping container
2. Receipt of goods from customer to IPC must occur within 30 days of date of RMA issuance,
3. Goods returned must be in new/resalable condition, unregistered, in their original packaging (including UPC code), and include all packing material, blank warranty cards, manuals and accessories, as determined solely in the discretion of IPC.
4. Proper identification and matching of returned goods with the RMA issued thereon must be accomplished by IPC.
5. If returning products purchased as part of a bundle, the complete bundle must be returned, except for exchanges and repairs. All the above mentioned conditions must be fulfilled for the complete bundle

If any of the above conditions are not met, IPC reserves the right to refuse the return

There are no returns on:

• Opened software
• Downloaded software
• All consumables (ink and toner cartridges, paper, etc.) once opened
• Special Order merchandise

Please inspect your order carefully. IPC must be notified about missing goods/goods damaged during shipping within 24 hours of receipt.

For your protection, we recommend that you insure your return and use a traceable carrier that can provide you with delivery confirmation. IPC shall not be responsible for items returned that are lost or damaged in transit. Postage and handling charges, both to and from IPC's warehouse will be paid by the customer, and are non-refundable. At our discretion, IPC may reimburse shipping charges related to the return or exchange of defective products inside the U.S. only (see #10). IPC will not be liable for the receipt of goods returned without proof of delivery.

Refund of Return Shipping Charges

We refund shipping charges to return products to IPC in the following cases:

• An incorrect product is shipped.
• A broken or defective product is shipped once IPC has determined that product is defective.

Important: Does not apply to free products, or products for which a rebate was submitted and/or paid!

• The carrier damages a product during shipping (upon carrier assuming responsibility).

Amount of shipping refund will be based on basic (without extra services) USPS First Class Rates. Please allow up to three weeks for reimbursement.

Payment is U.S. dollar net cash based on terms stated on the invoice or shopping cart Receipt/Confirmation page (e.g. Wire, Credit Card, Check, Terms - Net 30 or Net 45 days) less dollar amounts of any authorized RMA's or other credits previously authorized and granted by authorized IPC personnel to the customer's account. IPC's liability is limited to the quoted selling price for defective goods, without additional liability for special or consequential damages. If payment is not made, customer is liable for all costs of collection incurred.

Disclaimer of Implied Warranties - IPC's maximum liability whether by negligence, contract or otherwise will not exceed the return of amounts collected on invoices issued for shipments in dispute. Under no circumstances will IPC be liable for specific, individual or consequential damages. IPC will not be liable for any inability to supply products.

Please use this formula to determine when your order will arrive:

• Shipping time (the time between ordering a product and the product leaving our warehouse) depends on stock availability.
• Orders usually ship within 24-48 hours*.
• Payment verification may occasionally delay order processing.
• Stock availability is indicated regarding each product description on our website.
• IPC does not ship or schedule delivery on Saturday, Sunday or holidays.
  (FedEx Ground Home Deliveries makes deliveries Tues-Sat;
  FedEx Ground Business makes deliveries Mon-Fri)
• Please allow an additional 24 to 48 hours for weekend orders.
• IPC is not liable for late/delayed deliveries by shipping carriers.

* Excludes Ground delivery (please contact customer service to confirm current delivery schedule)

We stock a large quantity of products and strive to deliver all orders complete the first time. If for some reason we are out of stock on a product at the time of ordering, we will ship the other products ordered and the back ordered item as soon as it is received in our warehouse. You can check the status of the order by using the Account Manager, sign in as a returning customer. Click Order History and select Order Status.

Orders must be cancelled prior to shipment. If you cancel after the order has shipped or downloaded, you must request a Return Merchandise Authorization (RMA) and will be subject to the rules and conditions set forth in topic #4 of this agreement. To ensure rapid cancellation, please call IPC or sign into the Account Manager on the IPC web site, click on Order History and cancel to submit a cancellation request.

Customer is responsible for all shipping charges.

We refund shipping charges in the following cases:

• The carrier damages a product during shipping (upon carrier assuming responsibility).

IPC accepts VISA, MasterCard, Discover, and American Express.

IPC uses industry accepted methods to verify card holder address and card code information. Orders for which this information cannot be positively verified will be declined by IPC but the authorized funds may be held by the card issuing bank as per the issuing bank's rules and regulations.

IPC does not accept prepaid credit cards, gift card credit cards, etc. that do not allow us to verify the billing address of the account holder. If customer still uses such cards unbeknownst to IPC the amount authorized may be held by the issuing bank. IPC cannot release such authorized funds!

For new customers:

• We desire to protect customers from fraudulent transactions; therefore, all orders placed within 45 business days of setting up an account need to be shipped to the address recorded with your credit card company as verified during the credit card authorization during order placement.
• IPC verifies billing and shipping addresses and contact phone numbers with credit card companies on all new accounts. If the billing or shipping address or phone number on your inkgard.com account differs from your credit card records, your order could be declined. Therefore, please verify that your account information with IPC and your credit card company is correct.
• Additionally, a first time order over the amount of $500.00 is subject to our verification procedures and may delay the processing of your order.

Hold authorizations incurred due to incorrect address information or card code cannot be released!

As an additional service, IPC's Customer Service Department may contact you within two business days via e-mail and/or phone to verify your order.

Refunds for cancelled orders will be credited back to the original credit card used to charge the order.

Orders paid via check or money order can be held for a minimum of 15 business days prior to being released to our order processing department. Please review section 7. to determine approximate delivery time.

Refunds for cancelled orders paid for by check or money order will be sent as a check to the billing address on the order no earlier than 60 days after the order was placed.

Orders paid via wire transfer will be held until the wire is confirmed by IPC's bank prior to being released to our order processing department. Please review section 7. to determine approximate delivery time.

Customer is responsible for all associated wire transfer fees and 3rd party charges.

Refunds for cancelled orders will be sent as a check to the billing address on the order.

---

IPCTC Version: 2009-08-24