BASELAYER Internet Privacy Statement This is the Website of BASELAYER Technology, LLC. Contact Information: BASELAYER Technology, LLC 2550 N. Nevada Street, Chandler, AZ 85225 Email: [email protected] Phone: 602 783 1112 Your privacy and the security of your information are very important to us. This Internet Privacy Statement (“Privacy Policy”) is effective as of December 1, 2014 and governs the website(s) operated by BASELAYER (collectively, our “Website”). It explains how we collect your information and the choices you have concerning the use and disclosure of such information. Please read this Privacy Policy carefully. Except as agreed upon as part of the Website Terms and Conditions or as disclosed in this Privacy Policy, we will not sell, share, license, trade or rent your personal information collected on our Website to others. We may amend this Privacy Policy from time to time. We will post any changes to this Privacy Policy on our Website and the new Privacy Policy will become effective on the date that it is posted. Please refer back to this Privacy Policy on a regular basis. By using our Website, you agree to the terms of this Privacy Policy. This Privacy Policy applies only to information collected by our Website. We are not responsible for the privacy of the information you reveal, allow access to or post in any public forum. WHAT INFORMATION WE COLLECT BASELAYER collects two types of information: personally identifiable information and non-personally identifiable information. Personally Identifiable Information Personally identifiable information is information that identifies you and can be used to identify or contact individuals (“Personally Identifiable Information”). Such Personally Identifiable Information may include name, address, email, telephone number, birth date and other non-public information. If we collect Personally Identifiable Information, except as agreed to under the terms of our contract with you, if applicable, we will not sell, share, license, trade or rent your Personally Identifiable Information other than as specified in this Privacy Policy. When data is aggregated, we remove all personally identifiable information prior to use. At times, BASELAYER may request Personally Identifiable Information from you through our websites so that we can deliver requested information or materials to you, respond to your questions, or deliver a service. BASELAYER may disclose your personal information to our agents, third party service providers, affiliates, and subsidiaries so that they can perform certain functions for us in order to deliver these services for you. These parties are contractually restricted from using or disclosing your information except as necessary to perform services on our behalf or to comply with legal requirements. BASELAYER may disclose Personally Identifiable Information to attorneys, collection agencies, or law enforcement authorities to address potential violations or illegal behavior. We disclose any information demanded in a court order or otherwise required by law or to prevent imminent harm to persons or property. Non-Personally Identifiable Information BASELAYER may also collect information that cannot be used to identify or contact you, such as demographic information (e.g., age, profession, gender or reason for call) and physical information (area of call, general customer type). Non-Personally Identifiable Information may also include user IP address, browser types, domain names and other anonymous statistical data created by aggregating user information collected through the use of our Website. BASELAYER has business partners who help develop or service our websites. They may track and keep certain visitor information with the use of web beacons or cookies, such as where you visit, information about your browser, your IP address, its capabilities, operating system, access date and time, and identifying link. Non-Personally Identifiable Information is used to help us better understand the characteristics of the businesses that may use our goods or services. We use the information collected and aggregated to improve and market our goods and services to you and other businesses. In the event that we link any Non-Personally Identifiable Information with Personally Identifiable Information, we will treat such information as Personally Identifiable Information and only use such information in accordance with this Privacy Policy. Our service providers also mass aggregate client data as part of their general business practices. Such aggregated data is used to identify and analyze trends to improve our systems and to create derivative materials that may be marketed to potential clients and used to service current clients; it does not contain Information from Other Sources. We also may supplement the information we collect with information from other sources to assist us in providing our goods and services. In addition, we may use this supplemental information in evaluating and improving our goods and services and to determine your preferences so that we can tailor our Website and goods and services to your needs. Information obtained from other sources and compiled with your information by us is the sole property of BASELAYER. BASELAYER may provide links to third party websites that offer additional information and services. Inclusion of these links does not imply an endorsement by BASELAYER. BASELAYER does not have any control over third parties’ use of information, nor is BASELAYER responsible for how information is collected, secured, used, and disclosed by third parties. Please read the privacy policy statements on these websites so that you can learn how third parties may use your information. If you supply us with your email and/or postal address on-line you may receive periodic mailings from us with information on new products and services or upcoming events. If you do not wish to receive such mailings, please let us know by sending us an email at the email address above or calling us at the phone number above. Persons who supply us with their telephone numbers on-line may receive telephone contact from us with information regarding new products and services or upcoming events. If you do not wish to receive such telephone calls, please let us know by sending us an email at the email address above or by calling us at the phone number above.


Baselayer Technology, LLC (”BASELAYER”) is providing you with the following Terms and Conditions for your access and use of and other BASELAYER websites. Please read this legal agreement carefully to fully understand your rights and responsibilities. The right to use is personal to you and is not transferable to any other person or entity. By using this site you are bound by these terms and conditions. If you do not agree to these terms and conditions you must exit from and not use this website. To access, and sometimes to continue using the website, you may be asked to provide basic identification information such as name, address, phone number, e-mail address, and/or other information to verify your identity and to determine what information can be made available to you. Please read and understand BASELAYER’s Internet Privacy Statement, which is incorporated by reference into these Terms and Conditions, for more information regarding what information BASELAYER may gather and share. Occasionally, these Terms and Conditions may change without notice. These changes will be effective and binding as of the notice or the date the changes are posted on BASELAYER’s website, unless a different effective date is specified. If you access our website at any time after such a change in the Terms and Conditions is posted, you will be deemed to have accepted and agreed to all of the revisions. Use of Information BASELAYER will use your information to process, validate and verify your relationship with BASELAYER. Please review our Internet Privacy Statement to understand BASELAYER’s practices regarding your privacy in connection with our online services. E-mails By providing an e-mail address, you are consenting to BASELAYER communicating with you via e-mail and sending publications to your e-mail address. The nature of the Internet prevents BASELAYER from guaranteeing the confidentiality of information received through websites or via e-mail. BASELAYER strongly suggests that you not include any PHI or confidential information should you contact us via e-mail. Security You should never provide your online information, sign on identifiers, passwords and/or other authentication measures to a third party. BASELAYER will not be liable and will not reimburse you for any losses that may occur as a result of any such use of your information, sign on identifiers, passwords, and/or authentication measures. You may use BASELAYER’s services for lawful purposes only. You may not obtain or attempt to obtain unauthorized access to any BASELAYER services or websites, or to any other protected materials or information, through any means not intentionally made available by BASELAYER for your specific use. You may not use BASELAYER’s services to post, transmit or otherwise distribute unlawful material. You may not attempt to use or distribute tools designed for compromising security or take action to compromise the security of this website. You may not use any computer programs that monitor, copy or download data or other content found on or accessed through BASELAYER’s websites. Links to Other Websites BASELAYER may provide links to third party websites that offer additional information and services. Inclusion of these links does not imply an endorsement by BASELAYER. BASELAYER does not have any control over third parties’ use of information, nor is BASELAYER responsible for how information is collected, secured, used, and disclosed by third parties. BASELAYER makes no representations and disclaims all liability as to the content or material available at those locations, the accuracy of information and the quality of products or services provided or advertised on such third-party sites. Please read the privacy policy and security policy statements on these websites so that you can learn how the third parties may use your information. License and Reproduction Copyright and other laws protect all information, content and all other materials offered through BASELAYER’s websites. You agree to abide by all applicable proprietary rights and laws as well as any additional trademark or copyright notices or restrictions contained in these Terms and Conditions. These Terms and Conditions grant you no right, title or interest in BASELAYER’s intellectual property and create no relationship between you and BASELAYER. Except as otherwise agreed, BASELAYER grants you a limited and revocable license to access, use and navigate this website solely for your personal, non-commercial use. You are also granted a limited and revocable license to download and print copies of any content accessible from this website but solely for your personal, non-commercial use. You may not modify the materials and must retain all copyright and other proprietary notices contained in the materials. You may not assign or sublicense this license. Except as expressly provided above, all rights are reserved. Further, except as expressly provided above, no portion of this website, its contents or any copyright, trademark, trade name, service mark or any other proprietary information of BASELAYER displayed on this website or on any of the content may be reproduced, altered, removed, transmitted, published or distributed, whether electronically, mechanically, by photocopy, recording or otherwise, without the prior written permission of BASELAYER. Use of any trademarks of BASELAYER on any third-party website is strictly prohibited. You may not co-brand this website or display this website in frames (or any of the content via in-line links) without the prior written permission of BASELAYER. You agree to cooperate with BASELAYER in causing any unauthorized co-branding, framing or linking to immediately cease. Termination Either you or BASELAYER may terminate this agreement at any time. Your access and use privileges of BASELAYER’s websites and content are conditioned upon your adherence to these Terms and Conditions. BASELAYER may, in its sole discretion, choose to terminate the website or cancel your access to any restricted functions of the website. BASELAYER reserves the right to investigate suspected violations of these Terms and Conditions. If BASELAYER becomes aware of possible violations, we may initiate an investigation that may include gathering information from you or any user involved and the complaining party, if any, and examination of other material. BASELAYER may suspend the provision of our services temporarily, or we may permanently remove the material involved from our servers, cancel posts, provide warnings to you, or suspend or terminate your access to our services. BASELAYER will determine what action will be taken in response to a violation on a case-by-case basis, and at our sole discretion. BASELAYER will fully cooperate with law enforcement authorities in investigating suspected lawbreakers. Indemnification You agree, at your own expense, to indemnify, defend and hold harmless BASELAYER, its affiliates and each of their respective officers, directors, employees, and agents and any third party information providers to the website from and against all claims and expenses, including reasonable attorneys’ fees, resulting from your breach of these Terms and Conditions or your violation of applicable laws or any rights of any third party. You hereby acknowledge that your breach of these Terms and Conditions may result in immediate and irreparable harm to BASELAYER for which there may be no adequate remedy at law, and that BASELAYER shall be entitled to equitable relief to compel you to cease and desist all unauthorized use and/or disclosure of information obtained through BASELAYER’s websites. Your breach of the Terms and Conditions may also entitle BASELAYER to bring an action against you for any and all other remedies available at law or in equity. Disclaimer of Warranties and Limitation of Liability YOU AGREE THAT YOUR USE OF BASELAYER WEBSITES IS AT YOUR SOLE RISK. THE SERVICES, INFORMATION AND FUNCTIONS CONTAINED ON BASELAYER WEBSITES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. BASELAYER EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THOSE OF ACCURACY, COMPLETENESS, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR USE OR PURPOSE OR THE ACCURACY OF THE INFORMATION OR SERVICES INCLUDED ON OUR WEBSITE, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. BASELAYER EXPRESSLY DISCLAIMS LIABILITY FOR ERRORS IN OR OMISSIONS FROM SERVICES, INFORMATION, OR MATERIALS. BASELAYER IS NOT RESPONSIBLE FOR THE CONTENT OF ANY LINKED WEBSITE OR ANY LINK CONTAINED IN A LINKED WEBSITE. UNDER NO CIRCUMSTANCE, OTHER THAN REQUIRED BY APPLICABLE CONSUMER LAW, WILL BASELAYER BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A USER’S RELIANCE ON INFORMATION OBTAINED THROUGH THIS WEBSITE OR ANY LINKED WEBSITE, OR USER’S RELIANCE ON ANY PRODUCT OR SERVICE OBTAINED FROM A LINKED SITE. Jurisdiction BASELAYER operates this website from its offices within the United States of America. BASELAYER does not represent that any content on its website(s) is appropriate or available for use in other locations, and access from certain locations may be strictly prohibited. You acknowledge and agree that you are accessing this website on your own initiative, at your own risk, and are responsible for compliance with all laws. This agreement shall be governed by and construed in accordance with the laws of the state of Arizona, without regard to conflicts of laws provisions. Sole and exclusive jurisdiction for any action or proceeding arising out of or related to this agreement shall be an appropriate state or federal court located in the state of Arizona. Assignment BASELAYER may assign its rights and delegate its duties under these Terms and Conditions either in whole or in part at any time, at BASELAYER’s sole discretion, and without your consent. You may not assign, sublicense or otherwise transfer your rights or obligations, in whole or in part, under these Terms and Conditions to anyone else. Entire Agreement This Agreement constitutes the entire agreement between BASELAYER and you with respect to your use of and other BASELAYER websites. Any cause of action you may have with respect to your use of and other BASELAYER websites must be commenced within one (1) year after the claim of cause of action arises. If for any reason a court of competent jurisdiction finds any provision of the Agreement, or portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to affect the intent of the Agreement, and the remainder of this Agreement shall continue in full force and effect. If any provision of these Terms and Conditions is determined to be invalid, all other provisions will remain in full force and effect. Thank you for taking the time to review these Terms and Conditions.


BASELAYER Technology, LLC (“BASELAYER”) is not responsible for the content on any websites that may be hosted by BASELAYER. However, such content may be protected by United States copyright and/or other intellectual property laws. BASELAYER will respond to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act (“DMCA”). BASELAYER’s response to any such notice may include removing or disabling service of customers who may infringe or terminating such customer’s service. In the event BASELAYER removes, disables or terminates service, BASELAYER will make a good faith attempt to contact the affected site or content provider so that they may make a counter notification. Notices of Infringement Copyright owners or their authorized agents that believe their copyright protected content is being infringed must submit a notification in accordance with the DMCA Notice of Infringement by filing the notice with BASELAYER’s Copyright Agent with the information set forth below: 1. Identification in sufficient detail of the copyrighted work claimed to have been infringed. 2. Identification in sufficient detail of the material that is claimed to be infringing or to be the subject of infringing activity. 3. Information sufficient to permit BASELAYER to locate the material. 4. Information sufficient to permit BASELAYER to contact the complaining party, such as address, telephone number, and if available, an electronic mail address at which the complaining party may be contacted. 5. A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law. (For example, “I have a good faith belief that use of the materials described above as allegedly infringing is not authorized by the copyright owner, its agent or the law.”) 6. A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. (For example, “I swear, under penalty of perjury, that the information in the notification is accurate and that I am the copyright owner” or “I am the authorized agent acting on behalf of the owner of an exclusive right that is allegedly infringed.”) 7. A physical or electronic signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed. 8. Send the written communication to the following address: BASELAYER Technology, LLC Attn: Copyright Agent 2550 N. Nevada Street, Chandler, AZ 85225 OR Fax to: (480) 513-8510 Attn: Copyright Agent OR email to: [email protected] The DMCA Notice of Infringement may not be valid if all of the requirements set forth above are not followed. Please note that any notification that materially misrepresents that content or activity is infringing copyrights may subject the complaining party to liability for damages (including attorneys’ fees and costs). Counter Notification Pursuant to Sections 512(g) (2) and (3) of the DMCA, the provider of the affected site or content may file a counter notification (“Counter Notification”). Upon receipt of a Counter Notification, BASELAYER may reinstate the alleged infringing materials or content. To file a Counter Notification, the affected provider shall provide a written communication (by regular mail, fax or email) including the items set forth below: 1. Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled. 2. A statement under penalty of perjury that the provider has a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled. (For example, “I swear, under penalty of perjury, that I have a good faith belief that the content or activity identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled.”) 3. The providers name, address and telephone number, and a statement that the provider consents to the jurisdiction of the Federal District Court for the judicial district in which the provider’s address is located (or Maricopa County, Arizona if the address is outside of the United States) and that the provider will accept service of process from the person who provided notification under subsection (c) (1)(C) of the DMCA or an agent of such person. 4. A physical or electronic signature of the provider. 5. Send the written communication to the following address: BASELAYER Technology, LLC Attn: Copyright Agent 2550 N. Nevada Street, Chandler, AZ 85225 OR Fax to: (480) 513-8510 Attn: Copyright Agent OR email to: [email protected] Please note that any Counter Notification that materially misrepresents that content or activity is not infringing the copyright of others may subject the provider to liability for damages (including attorney’s fees and costs).


Overview BASELAYER is committed to unyielding integrity and the highest standards of business. Our commitment is fundamental to the core values and beliefs held by BASELAYER’s employees and investors and integral to the global communities where we do business. In selecting suppliers and contractors (“Suppliers”), BASELAYER works hard to choose reputable business partners who are committed to the ethical standards, values and demonstrated business practices compatible with those of BASELAYER. Suppliers include vendors, manufacturers, contractors, and subcontractors, who provide goods or services (including consultants) to BASELAYER or are seeking to provide goods or services to BASELAYER or who are currently parties to agreements for such purposes with BASELAYER or one of its Suppliers. Scope As an organization engaging a global supply base, BASELAYER understands that there are cultural differences among our Suppliers, however, the Supplier Code of Conduct contains universal principles and it is expected that all BASELAYER Suppliers meet these standards. The Supplier Code of Conduct applies to any employee, agent, or other representative of a company, corporation or other entity that provides any goods or services on behalf of, at the request of, or in connection with work completed for BASELAYER. Purpose The Supplier Code of Conduct documents the principles, guidelines and expectations for establishing and maintaining a business relationship with BASELAYER. BASELAYER is committed to partnerships with Suppliers that share the BASELAYER dedication to conducting business in a legal, ethical, and socially responsible manner. A continuing business relationship which is mutually rewarding depends upon it. BASELAYER reserves the right to verify that a Supplier’s business operations meet these expectations. Failure to act in a manner consistent with these expectations may impede our ability to do business together in the future. BASELAYER expects its Suppliers to maintain and enforce policies requiring adherence to business conduct and practices in accordance with applicable law and which comply with our requirements. Policy Health, Safety, and Environmental (HSE) The health and safety of our employees and all personnel associated with our work is our highest priority. Our Suppliers are expected to: Provide a safe and healthy work environment that supports accident prevention, minimizes exposure to health risks, is in compliance with applicable workers’ health and safety laws, and minimizes harmful impacts to the surrounding community. Apply safe work practices (including regulatory and contract-specific requirements) to all their activities and install safety in every aspect of their work processes and in the attitude and behavior of all their workers. Conduct their operations in an environmentally responsible manner and in accordance with applicable laws. Human Rights and Employment Practices Our Suppliers are expected to: Support and respect human rights and the dignity of all people. Avoid complicity in human rights abuses, including engaging in human trafficking, slavery or sexual exploitation. Treat all their workers with dignity, respect, and fairness. Conduct all their operations in a socially responsible, non-discriminatory manner whether or not mandated by applicable laws. Respect applicable laws associated with equal opportunity, child labor, forced or compulsory labor, working hours, wages and benefits, freedom of association, data privacy, and harassment-free work environment. Suppliers will ensure women workers receive equal treatment in all respects of employment. Pregnancy tests will not be a condition of employment and pregnancy testing will be voluntary and the option of the worker. Financial Controls Our Suppliers are expected to: Keep accurate, complete, fair, timely, transparent, and understandable financial and operational books, records, and accounts, and a system of effective internal records. Create, retain and dispose of business records in accordance with applicable legal and contractual requirements. Conflicts of Interest, Gifts, Entertainment, and Business Courtesies Our Suppliers, their employees, and their family members shall not receive improper or unlawful benefits through their relationship with BASELAYER or allow other activities to conflict with acting in the best interests of BASELAYER. Our Suppliers are expected to: Limit promotional items or entertainment involving our employees to common business courtesies, within accepted business practices, and never with the intent to improperly influence a business decision or create a potential conflict of interest or the appearance of impropriety, and disclose any potential conflict prior to entering into any business transaction. BASELAYER maintains zero tolerance for bribery and expects our Suppliers to do the same. Bribery is directly or indirectly giving or promising to give anything of value to improperly influence actions of a third party. Bribes may include money, gifts, travel expenses, hospitality, vacations, expenses, below-market loans or products, reciprocal favors, political or charitable contributions, or any direct or indirect benefit or consideration. Any Supplier that violates this policy risks immediate loss of all existing and future BASELAYER business. Suppliers are required to comply with the US Foreign Corrupt Practices Act and other similar laws and regulations in effect in other countries. Trade Controls Our Suppliers are expected to: Know and comply with applicable import-export controls, economic sanctions, and anti-boycott laws applicable to their work and with BASELAYER. Never participate in boycotts or other restrictive trade practices prohibited or penalized under United States or applicable local laws. Company Resources BASELAYER resources include property, assets, intellectual property, and confidential information. Our Suppliers are expected to: Safeguard BASELAYER’s resources utilized in the course of performing work, to use such resources solely for legitimate business purposes to advance the interest of BASELAYER. Honor the intellectual property rights of BASELAYER and the third parties at all times. Maintain, handle, and if applicable, process any proprietary and sensitive information internally and on a need-to-know basis only, with the utmost care and in accordance with applicable laws and all contractual requirements. Competing Fairly BASELAYER believes in the freemarket system where merit, quality, price, and other objective factors determine who succeeds and who fails. Our Suppliers are expected to: Compete honestly and fairly. Comply with applicable anti-trust and competition laws. Never participate in anti-competitive practices such as price fixing or bid rigging. Government Work Our Suppliers who work on projects where government entities or agencies are involved are expected to follow any special rules that apply. Supply Chain Activities Respect for human rights, fair labor practices, humane working conditions and the environment are BASELAYER’s minimum expectations of all Suppliers. Additionally, BASELAYER expects and requires that all Suppliers apply the same due diligence of enforcing these minimum expectations down to sub-tier suppliers, refusing to conduct business with any parties failing to comply with these bare minimum expectations. BASELAYER monitors U.S. regulatory and legislative developments related to Section 1502 of the Dodd-Frank Reform and Consumer Protection Act ( and expects the same of all Suppliers and their sub-tier partners. Conflict Minerals Suppliers are expected to ensure that parts and products supplied to BASELAYER are DRC conflict-free (do not contain metals derived from “conflict minerals”; columbite-tantalite (tantalum), cassiterite (tin), gold, wolframite (tungsten), or their derivatives such that they do not directly or indirectly finance or benefit armed groups through mining or mineral trading in the Democratic Republic of the Congo or an adjoining country). Suppliers are to establish policies, due diligence frameworks, and management systems, consistent with the OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas, that are designed to accomplish this goal. California Transparency in Supply Chains Act of 2010 Disclosure Effective January 1, 2012, the California Transparency in Supply Chains Act of 2010 requires retailers and manufacturers doing business in California to disclose efforts to eradicate slavery and human trafficking from its direct supply chain. Regarding this disclosure requirement, BASELAYER expects Suppliers to comply with the policy described above. We select Suppliers who support our values and commitment to the highest standards of integrity and ethical business conduct, however, we do not currently verify product supply chains or audit suppliers specifically to evaluate risks of human trafficking and slavery or require our direct suppliers certify that materials incorporated into products comply with laws regarding human trafficking or slavery in countries in which they do business. Monitoring and Compliance Suppliers shall provide to BASELAYER reasonable access to information and facilities for purposes of assessing and monitoring the Suppliers’ performance in accordance with this Supplier Code of Conduct. Suppliers will immediately notify BASELAYER of any known material breach of this Supplier Code of Conduct and its proposed corrective action plan. Event of Violation If a Supplier is in breach of this policy, BASELAYER may require the Supplier to implement a corrective action plan to cure the non-compliance within a specified time period. If the Supplier fails to meet the corrective action plan commitment, BASELAYER may terminate the current and future business relationship, including, but not limited to, cancellation of all existing orders between BASELAYER and Supplier. BASELAYER reserves the right to hold the Supplier responsible for reasonable costs of investigating any non-compliance. Reporting Concerns BASELAYER Suppliers should promptly report any business conduct and ethics concerns involving or affecting BASELAYER, whether or not the concern involves the Supplier, by contacting one of the following: Their BASELAYER representative BASELAYER’s VP-Supply Chain.


1. General: These standard terms and conditions of sale (“Terms and Conditions”), along with any directly associated written BASELAYER specification, quotation or sales order (collectively referred to hereinafter as a “Sales Order”) and the agreements set forth in Section 13 or 14 in these Terms and Conditions, shall exclusively govern the sale by BASELAYER of all goods and services to Buyer. No other terms and conditions shall be binding upon BASELAYER absent BASELAYER’s express written consent. In the case of a conflict between a Sales Order and these Terms and Conditions, these Terms and Conditions shall govern. 2. Payment: Buyer shall make all payments in accordance with the terms specified on the Sales Order. If no payment terms are specified, all amounts are due thirty (30) days from the date of BASELAYER’s invoice therefor. All payments to BASELAYER by or on behalf of Buyer must be made in U.S. Dollars via wire transfer or automated clearinghouse (“ACH”) (or other funds transfer method designated by BASELAYER) pursuant to written instructions provided by BASELAYER from time to time. Any payments identified as “non-refundable deposits” shall be deemed fully earned by BASELAYER upon receipt irrespective of any early termination of this Terms and Conditions, right to set off or any other reason whatsoever. Any payment not made when due shall bear interest at the rate equal to the lesser of (a) eighteen percent (18%) per annum and (b) the highest rate allowed by law. All amounts required to be paid to BASELAYER pursuant to this Terms and Conditions are exclusive of all taxes, customs, tariffs and duties, all of which Buyer will solely be responsible for, will pay in full when due and will indemnify BASELAYER against. 3. Reimbursement: In the event that BASELAYER institutes collection activities and/or litigation to collect sums owed by Buyer, BASELAYER shall be entitled to, and Buyer shall promptly reimburse, BASELAYER’s reasonable attorneys’ fees and costs, court costs, expert witness fees and dispute resolution-related expenses incurred by BASELAYER in connection with such collection activities and/or litigation. 4. Intellectual Property: Buyer acknowledges and agrees that any BASELAYER product, its design and any intellectual property rights therein, any modifications or additions thereto and all related materials are proprietary to BASELAYER and/or its licensors. Buyer further acknowledges and agrees that as between Buyer and BASELAYER, BASELAYER owns all right, title and interest in and to any and all intellectual property rights in and to the product(s), including any modifications or additions thereto, whether made by BASELAYER or any other person (collectively, the “Product(s) IP”). Buyer acknowledges and agrees that no rights in any Product(s) IP are assigned by BASELAYER pursuant to this Terms and Conditions. Nothing in this PO shall be deemed to grant Buyer any right or license to reverse engineer, decompile, disassemble or otherwise copy the Product(s) or Product(s) IP or any part thereof except to the extent required by law for purposes of interoperability with other systems and only after providing BASELAYER an opportunity (by written notice) to provide the required information regarding such interoperability. 5. Compliance with Law: Buyer possesses and/or agrees to obtain all licenses, governmental approvals and permits necessary to perform its obligations stated herein and in this Terms and Conditions. Buyer shall at all times abide by all laws, rules and regulations applicable to its activities. including (without limitation) (a) the United States Foreign Corrupt Trade Practices Act of 1977, as amended, (b) U.S.A Patriot Act, as amended and (c) all other applicable U.S. Laws and regulations. If Buyer is provided notice, correspondence, subpoena, or other contact that a governmental investigation has been initiated related to this Terms and Conditions or any Product(s), Buyer shall immediately notify BASELAYER in writing of the investigation or inquiry. 6. No Warranty: BASELAYER does not offer any warranty. Buyer may check to see if any original manufacturer warranty may be offered by the original manufacturer. BASELAYER HEREBY DISCLAIMS AND CUSTOMER HEREBY WAIVES ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, NON-INTERFERENCE, TITLE, QUIET ENJOYMENT, SATISFACTORY QUALITY OR ARISING FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE IN THE INDUSTRY. IN THE EVENT ANY IMPLIED WARRANTY CANNOT BE DISCLAIMED, SUCH WARRANTY SHALL BE LIMITED IN DURATION TO THE APPLICABLE EXPRESS WARRANTY PERIOD AND THE REMEDIES SET FORTH IN THIS SECTION 7 SHALL BE THE SOLE AND EXCLUSIVE REMEDIES FOR ANY BREACH THEREOF. 7. Insurance: At all times during which Buyer owes BASELAYER any amount pursuant to this Terms and Conditions, Buyer shall keep in full force and effect Commercial General Liability, including Products Liability, Completed Operations, Premises Operations, Personal Injury, and Contractual and Broad Form Property Damage Liability coverage, on an occurrence basis, with combined single limit of $1,000,000 and an aggregate combined single limit of $2,000,000, Property and EDP coverage with limits of the full replacement cost of the Products and BASELAYER named as loss payee and Umbrella Liability Insurance with a minimum limit of $5,000,000 in excess of any Commercial General Liability insurance described above. Upon BASELAYER’s request, (a) all policies shall name BASELAYER as an additional insured, and (b) Buyer shall furnish insurance certificates and additional insured endorsements evidencing that the insurance required hereby is in full force and effect and that all premiums have been paid. Buyer, for itself and its insurers, hereby waives subrogation against BASELAYER. 8. Confidentiality: Each party acknowledges its ongoing obligations under the Nondisclosure Agreement (“NDA”) between the parties. If no such valid or current NDA exists, then the following confidentiality obligations of this Section 9 shall apply. Each party acknowledges that it will have access to certain confidential information and materials of the other party (“Confidential Information”). Confidential Information includes (without limitation) information regarding each party’s business, plans, customers, technology, products, proprietary software, trade secrets, know-how, intellectual property rights, propriety data, attributes, components, specifications and characteristics of the Product(s), operations, customers and prospects. BASELAYER specifically designates as Confidential Information of BASELAYER its prices, rates, quotations and other financial information relating to this Terms and Conditions, this Terms and Conditions, the User Manual, any Software documentation and BASELAYER’s written security procedures, maintenance manuals and other operational documents and procedures. Each party agrees that it will safeguard and not use in any way, for its own account or the account of any third party, nor disclose to any third party (except as required by law or to that party’s attorneys, accountants and other advisors as reasonably necessary, provided such parties are made aware of the confidential nature of such information and agree to restrict their use in accordance with this Section 9), any of the other party’s Confidential Information and will take reasonable precautions to protect the confidentiality of such information. Information will not be deemed Confidential Information if and when such information: (a) is known or becomes known to the receiving party without confidentiality obligation from a source other than one having an obligation of confidentiality to the disclosing party, (b) becomes publicly known other than through a breach of this Section 9, or (c) is independently developed by the receiving party without any use of or reliance upon the Confidential Information of the disclosing party. 9. LIMITATION OF LIABILITY: EXCEPT IN THE EVENT OF LOSS OR DAMAGE TO THE PRODUCT(S) ARISING FROM A FAILURE OF CUSTOMER TO COMPLY WITH THE USER MANUAL, A BREACH OF THE END USER LICENSE AGREEMENT (IF THE CUSTOMER LICENSES SOFTWARE) OR CUSTOMER’S OBLIGATION TO PAY ANY AMOUNTS DUE PURSUANT TO THIS SALES AGREEMENT, IN NO OTHER EVENT SHALL EITHER PARTY BE LIABLE FOR ANY COSTS OF SUBSTITUTE PRODUCTS OR SERVICES OR FOR ANY INCIDENTAL, PUNITIVE, INDIRECT, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES OF ANY KIND OR NATURE WHATSOEVER, INCLUDING, WITHOUT LIMITATION, LOSS OF CUSTOMER’S EQUIPMENT, LOST PROFITS, LOSS OF BUSINESS, LOSS OF REVENUES, LOSS OF DATA OR INTERRUPTION OR CORRUPTION OF DATA, EVEN IF SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE RECOURSE OF CUSTOMER AND ITS SUCCESSORS OR ASSIGNS WITH RESPECT TO ALL BASELAYER UNDERTAKINGS UNDER THIS SALES AGREEMENT SHALL BE LIMITED TO, AND BASELAYER’S MAXIMUM LIABILITY IN THE AGGREGATE FOR ALL CLAIMS ARISING FROM OR RELATED TO THIS SALES AGREEMENT (INCLUDING ATTORNEYS’ FEES) SHALL NOT EXCEED 10% OF THE TOTAL PRODUCT(S) PRICE LISTED ON THE FACE OF THIS SALES ORDER. EACH PARTY HEREBY WAIVES ITS RIGHTS TO BRING ANY CLAIM AGAINST THE OTHER PARTY ARISING IN ANY WAY FROM OR RELATING IN ANY WAY TO THIS SALES AGREEMENT OR THE PRODUCT(S) LISTED HEREIN WHICH IS NOT BROUGHT WITHIN ONE (1) YEAR AFTER THE CIRCUMSTANCES GIVING RISE TO SUCH CLAIM FIRST ARISE. THE LIMITATIONS SET FORTH IN THIS SECTION 10 WILL APPLY TO ANY AND ALL CLAIMS AND CAUSES OF ACTION WHATSOEVER TO THE MAXIMUM EXTENT PERMITTED BY LAW, REGARDLESS OF WHETHER ARISING IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, BASELAYER’S NEGLIGENCE), STRICT LIABILITY OR OTHER THEORY. THE PARTIES AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY, DISCLAIMERS OF WARRANTIES AND LIMITED REMEDIES SPECIFIED IN THIS SALES AGREEMENT WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. 10. Assignment: Buyer shall not assign its rights or delegate its duties under this Terms and Conditions either in whole or in part without the prior written consent of BASELAYER. Buyer acknowledges and agrees that BASELAYER has the right to transfer, delegate and/or assign all or any portion of its interest in this Terms and Conditions. Buyer agrees that in the event of any such transfer, BASELAYER shall automatically be released from all liability under this Terms and Conditions not accrued as of the date of the transfer and Buyer agrees to look solely to such transferee for the performance of BASELAYER’s obligations under this Terms and Conditions after the date of transfer and to attorn to such transferee. Any attempted assignment or delegation in violation of this Section 11 shall be null and void. 11. Force Majeure: Except for any obligation to make payments pursuant to this Terms and Conditions, neither party will be liable for any failure or delay in its performance under due to any cause beyond its reasonable control, including (without limitation) acts of war or terrorism, acts of God, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, governmental acts, casualty or condemnation of any premises or casualty or failure of the Internet, provided that the affected party: (a) gives the other party prompt notice of such cause, and (b) uses its commercially reasonable efforts to correct promptly such failure or delay in performance. 12. Software License(s): In the event that any Product(s) consists of, or requires, Software license(s), Buyer agrees to the terms of the End User License Agreement (available upon request). 13. Hardware Maintenance Services: In the event that Buyer wishes to purchase maintenance services, Buyer shall agree to the additional terms and conditions of the BASELAYER Hardware Maintenance Services agreement (available upon request). 14. Notices: Any notice or communication required or permitted to be given hereunder (a) shall be made in writing, (b) may be delivered by hand, mailed by registered or certified mail, return receipt requested, postage prepaid, or sent by recognized overnight courier maintaining proof of delivery (e.g., FedEx), (c) shall be sent to the postal address of the receiving party indicated on the face of this Sales Order, or at such other postal address as may hereafter be furnished in writing by either party hereto to the other in accordance with this Section 16, and (d) shall be deemed to have been given as of the date it is actually delivered. 15. Miscellaneous: This Terms and Conditions (a) shall be binding upon and shall inure to the benefit of the parties and their heirs, personal representatives and permitted successors and assigns, (b) together with the EULA and additional terms and conditions referenced in Sections 13 and 14, to the extent applicable, contains the entire agreement of the parties regarding the subject matter hereof, (c) shall be governed by, and construed and enforced in accordance with the laws of the State of Delaware, without regard to any conflicts of laws principles; the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement and (d) may be executed in two or more counterparts each of which shall be deemed an original and all of which taken together shall constitute the same instrument, notwithstanding that all parties are not signatories to the same counterpart. If any portion of this Terms and Conditions is held by a court of competent jurisdiction to be unreasonable, contrary to public policy or in any other way to be non-valid or non-binding, only that portion so held shall be held as such, and all other provisions and terms of this Terms and Conditions shall remain in effect and continue with the same force as if the invalid or unenforceable provisions and terms had not been inserted. Any delay or failure to enforce at any time any provision of this Terms and Conditions shall not constitute a waiver of the right thereafter to enforce each and every provision thereof. This Terms and Conditions is for the sole benefit of the parties hereto and their permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Terms and Conditions.


BASELAYER TECHNOLOGY, LLC takes pride in our products and are pleased that you (the “Customer”) have chosen them. BASELAYER and our partner network offer extensive post sale support services including maintenance and repair agreements. Under certain circumstances we offer with our products the following One Year Limited Warranty against defects in material and workmanship as described herein (hereinafter referred to as the “BASELAYER Warranty” or “Limited Warranty”). Please read this Limited Warranty carefully. This Limited Warranty sets forth our responsibilities in the unlikely event of defect and tells you how to obtain performance under this Limited Warranty. EXCEPT AS EXPRESSLY PROVIDED IN THIS BASELAYER WARRANTY, BASELAYER HEREBY DISCLAIMS AND CUSTOMER HEREBY WAIVES ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, NON-INTERFERENCE, TITLE, QUIET ENJOYMENT, SATISFACTORY QUALITY OR ARISING FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE IN THE INDUSTRY. IN THE EVENT ANY IMPLIED WARRANTY CANNOT BE DISCLAIMED, SUCH WARRANTY SHALL BE LIMITED IN DURATION TO THE APPLICABLE EXPRESS WARRANTY PERIOD AND THE REMEDIES SET FORTH IN THIS BASELAYER WARRANTY SHALL BE THE SOLE AND EXCLUSIVE REMEDIES FOR ANY BREACH THEREOF. TERMS OF LIMITED WARRANTY: BASELAYER warrants only to the Customer during the Warranty Period (as defined below), the hardware set forth in the applicable order, if any, will be free from defects in material and workmanship under normal and intended use consistent with the applicable product manual. “Warranty Date” shall be the delivery date indicated on the bill of lading signed by the Customer, provided however that if the signed bill of lading is not returned to BASELAYER then the Warranty Date shall be the shipment date indicated on the bill of lading. The “Warranty Period” shall be twelve (12) Months from the Warranty Date. In the event of a valid warranty claim hereunder, BASELAYER will ship the necessary replacement parts for installation by BASELAYER or a BASELAYER certified installation, support and maintenance partner at no cost to Customer. The Limited Warranty requires that product has been stored in a suitable environment, as defined in the product manual, prior to delivery. This is a parts and labor Limited Warranty ONLY that does not include services; all services shall be provided by a qualified service provider. Upon BASELAYER’s request this Limited Warranty may require recorded proof of quarterly product maintenance completed by a qualified service provider. If it is determined that failure occurred due to lack of maintenance, BASELAYER reserves the right to deny, based upon its sole discretion, the warranty claim. WARRANTY EXTENDS to FIRST PURCHASER FOR USE, Non-Transferable: This Limited Warranty is limited to the first person, firm, association or corporation for whom the BASELAYER product is originally installed for use. The Limited Warranty is not transferable or assignable without the prior express written permission of BASELAYER. DRAWINGS, DESCRIPTIONS: BASELAYER warrants for the Warranty Period and subject to the terms and limitations of the Limited Warranty that the BASELAYER product will conform to the descriptions contained in the certified drawings, if any, applicable thereto, BASELAYER final invoices, and to applicable BASELAYER product brochures and manuals current as of the date of product shipment (“Descriptions”). BASELAYER does not control the use of any BASELAYER product. Accordingly, it is understood that the Descriptions are NOT WARRANTIES OF PERFORMANCE and NOT WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE. WARRANTY CLAIMS PROCEDURE: Within a reasonable time, but in no case to exceed thirty (30) days, after Customer’s discovery of a defect, Customer shall contact BASELAYER support at 1.877.578.8800 or [email protected] for a BASELAYER representative. Subject to the limitations specified herein, the BASELAYER representative will arrange for a service representative to repair or replace the non-conforming BASELAYER product warranted hereunder, without charge for materials. Customer shall bear all parts, labor, travel expense or shipping charges associated with repair or replacement of the product herein if it is determined that failure occurred due to lack of maintenance, or services performed by a non-qualified service provider. Limited Warranty coverage will be extended only after the BASELAYER service representative’s inspection discloses the claimed defect and shows no signs of mistreatment or use that would void the coverage of this Limited Warranty. ITEMS NOT COVERED BY WARRANTY: This Limited Warranty shall be void and of no further force or effect immediately upon the occurrence of any of the following: (a) the expiration of the Warranty Period (b) Customer’s sale, assignment, transfer or other disposition of any module(s) (c) any modification or alteration of any module(s) other than by BASELAYER or explicitly approved in advance and in writing by BASELAYER, (d) any installation, operation or use of the module(s) not in accordance with the product manual, or (e) any installation, maintenance or repair not performed (i) by an BASELAYER certified technician or (ii) in accordance with the product manual. THIS LIMITED WARRANTY DOES NOT COVER DAMAGE OR DEFECT CAUSED BY, without limitation, misuse, improper application, wrong or inadequate electrical current or connection, inadequate water or drain services, negligence, inappropriate on site operating conditions, corrosive atmosphere, failure to adequately maintain the hardware using a qualified service provider, repair by non-BASELAYER designated personnel, tampering, alterations, a change in location or operating use, exposure to the elements, Acts of God, theft or installation contrary to BASELAYER’s recommendations or specifications, or in any event if the BASELAYER serial number has been altered, defaced, or removed. EXCLUSIONS/LIMITATIONS Other exclusions include, without limitation:

  • Customer’s failure to provide BASELAYER (or its designee) reasonable access to the Hardware
  • Damage, neglect or abuse of the Hardware caused by any party other than BASELAYER or its designees
  • Batteries, including those in power modules, are not included in the standard 1-year Limited Warranty
  • Air filters, are not included in the standard 1-year Limited Warranty