THE TERMS AND CONDITIONS ON THIS FORM (THE "TERMS") AND ANY WRITTEN AGREEMENT EXECUTED BY BUYER AND 

THE TERMS AND CONDITIONS ON THIS PAGE (THE "TERMS") AND ANY WRITTEN AGREEMENT EXECUTED BY BUYER AND iProcesSmart™ ("AGREEMENT") CONSTITUTE THE ENTIRE AGREEMENT BETWEEN iProcessmart Group, Inc. ("iCoolSmart.com ") AND BUYER (BUYER). iCoolSmart.com WILL NOT BE BOUND BY ANY TERMS ON BUYERS ORDER OR OTHER FORMS THAT ARE INCONSISTENT WITH THESE TERMS. ACCEPTANCE BY BUYER OF THESE TERMS MAY BE MADE EITHER (1) BY WRITTEN ACCEPTANCE, (2) PLACEMENT OF AN ORDER THROUGH THE iCoolSmart.com ONLINE ORDERING SYSTEM OR (3) RECEIPT BY BUYER OF DELIVERY OF ANY PRODUCTS FROM iCoolSmart.com.

1. Orders: The Buyer will submit orders for Products through iCoolSmart's online ordering system for equipment, parts and controls located online at www.iCoolSmart.com. These Terms apply to all orders for Products accepted by iCoolSmart.com. Acceptance of Buyers order by iCoolSmart.com will be made only on the express understanding and condition that insofar as these Terms conflict with any terms and conditions in Buyers order, these Terms shall govern. No order shall be binding upon iCoolSmart.com until iCoolSmart.com sends Buyer confirmation of such order through electronic mail, facsimile, or other written communication. Buyer understands that iCoolSmart.com does not manufacture the products sold to Buyer hereunder ("Products"), but rather, obtains such Products for distribution hereunder through third party suppliers ("Suppliers").

2. Prices, Taxes, Payment: All prices quoted, all orders accepted, and all billings rendered are exclusive of all federal, state and local withholding, excise, sales, use and similar taxes, fees, or charges imposed by any governmental authority on this transaction. Buyer is responsible for paying any tax imposed locally. Buyer will reimburse iCoolSmart.com for any such tax, fee or charge, at the time of sale or thereafter, that iCoolSmart.com is required to pay. If any proceeding is brought by or against Buyer under bankruptcy or insolvency laws, iCoolSmart.com shall be entitled to cancel any order by Buyer then outstanding. 

3. Returns, Changes and Cancellations: Cancellations of and changes to orders for Products, and returns of Products by Buyer, will be subject to the policies, and change and cancellation fees, imposed by the Supplier. Upon the request of Buyer iCoolSmart.com will use best efforts to inform the Buyer of the return, change, and cancellation policies of a particular Supplier or to direct Buyer to the source of such information. In addition, iCoolSmart.com will use best efforts to facilitate communication between the Supplier and the Buyer with respect to returns, changes and cancellations. Buyer agrees to pay all charges resulting from such changes, cancellations, and returns, including, without limitation, storage and shipment costs, costs of producing non-standard materials, costs of purchasing non-returnable materials, cancellation or change fees imposed by the Supplier, and any other cost resulting from cancellations, changes or returns permitted by the Supplier. 

4. Title, Delivery, and Acceptance: All sales are made F.O.B. the shipping point. Buyer will be responsible for all shipping and insurance charges, and will reimburse iCoolSmart.com for all shipping and insurance costs iCoolSmart.com incurs. Risk of loss for the Products shall pass to Buyer on the date the Products are delivered to a common carrier at the shipping point ("Shipment Date"). In the event of any default by Buyer, iCoolSmart.com may decline to make further shipments without in any way affecting its rights under these Terms iCoolSmart.com will not be charged with any liability for delay or non-delivery of the Products, when caused by any cause beyond the reasonable control of iCoolSmart.com. The Products will be deemed accepted on the Shipment Date. 

5. Use of Products: Unless otherwise specified, Products are sold for the stated use only. Buyer acknowledges that the Products may not have been tested for safety. Due care should be exercised with all Products to prevent physical harm. All selection materials and application are the final responsibility of the end user to ensure that all safety precautions are exercised in handling during installation, and setup. 

6. Confidential Information: "Confidential Information" shall mean any information disclosed by one party to the other which is marked or identified as "Confidential", "Proprietary" or in some other manner to indicate its confidential nature, or information which the receiving party should know that the disclosing party would reasonably regard as confidential. Each party shall treat as confidential all Confidential Information of the other party, shall not use such Confidential Information except as set forth herein, and shall use reasonable efforts not to disclose such Confidential Information to any third party. Without limiting the foregoing, each of the parties shall use at least the same degree of care which it uses to prevent the disclosure of its own confidential information of like importance to prevent the disclosure of Confidential Information disclosed to it by the other party under this Agreement. Each party shall promptly notify the other party of any actual or suspected misuse or unauthorized disclosure of the other party's Confidential Information. Notwithstanding the above, neither party shall have liability to the other with regard to any Confidential Information of the other which the receiving party can prove: (a) was in the public domain at the time it was disclosed or has entered the public domain through no fault of the receiving party; (b) was known to the receiving party, without restriction, at the time of disclosure; (c) is disclosed with the prior written approval of the disclosing party; (d) was independently developed by the receiving party without any use of the Confidential Information; (e) became known to the receiving party, without restriction, from a source other than the disclosing party, without breach of this Agreement by the receiving party and otherwise not in violation of the disclosing party's rights; or (f) is disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided, however, that the receiving party shall provide prompt notice thereof to the disclosing party to enable the disclosing party to seek a protective order or otherwise prevent or restrict such disclosure. Breach of the confidentiality obligations set forth in this Section 6 may cause irreparable damage and therefore, the injured party shall have the right to equitable and injunctive relief, and to recover the amount of damages (including reasonable attorneys fees and expenses) incurred in connection with such unauthorized use. Upon expiration or termination of this Agreement, each party shall return all tangible Confidential Information received from the other party. Notwithstanding the foregoing provisions of this Section 6,iCoolSmart.com™ will have the right to use, sell, or otherwise distribute aggregated statistical information regarding Buyers use of the iCoolSmart.com System; provided, however, that iCoolSmart.com shall not disclose the name or identity of the Buyer, or any information or data from which such name or identity could reasonably be discerned.  A non-disclosure agreement is available if required.

7. Indemnity: Buyer shall indemnify, defend, and hold harmless iCoolSmart.com and the Supplier or Manufacturer, and their employees, agents, successors, officers, and assigns, from any suits, losses, claims, demands, liabilities, costs and expenses (including attorney and accounting fees) that iCoolSmart.com or a Supplier may sustain or incur arising from (a) the Buyers use of the Products purchased hereunder, (b) the Buyers failure to comply with any applicable laws and regulations or to obtain any licenses or approvals from the appropriate government agencies necessary to purchase and use the Products, or (c) the Buyers breach of any of its obligations set forth in these Terms or in the Agreement; provided, that iCoolSmart.com provides Buyer with: (i) prompt written notice of such claim; (ii) control over the defense and settlement of such claim; and (iii) proper and full information and assistance at Buyers expense to settle and/or defend any such claim. Notwithstanding the foregoing, Buyer shall not settle any such claim, suit or proceeding without the written consent of iCoolSmart.com, which shall not be unreasonably withheld.

8. Warranty: iCoolSmart.com provides no warranty with respect to the iCoolSmart.com Buyer/Supplier Network or the Products sold hereunder. Buyer receives a warranty on the Products, if any, directly from the Supplier. Upon the request of the Buyer, iCoolSmart.com will use best efforts to inform the Buyer of the warranty policy of a particular Supplier, or to direct Buyer to a source of such information iCoolSmart.com MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE iCoolSmart.com SYSTEM OR THE PRODUCTS SOLD HEREUNDER. iCoolSmart.com EXPRESSLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. 

9. Limitation of Liability: iCoolSmart.com SHALL NOT BE LIABLE FOR COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES, NOR FOR ANY LOSS OF BUSINESS, LOSS OF USE OR OF DATA, INTERRUPTION OF BUSINESS, LOST PROFITS OR GOODWILL, OR OTHER INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THIS AGREEMENT, EVEN iCoolSmart.com HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THIS EXCLUSION INCLUDES ANY LIABILITY THAT MAY ARISE OUT OF THIRD-PARTY CLAIMS AGAINST BUYER. iCoolSmart.com TOTAL LIABILITY UNDER THIS AGREEMENT WITH RESPECT TO ANY PRODUCT SOLD HEREUNDER SHALL IN NO EVENT EXCEED THE PRICE PAID BY BUYER FOR SUCH PRODUCT. 

10. General: These Terms and performance by the parties hereunder shall be construed in accordance with the laws of the State of California, U.S.A., without regard to provisions on the conflicts of laws. Buyer and iCoolSmart.com consent to the exclusive jurisdiction of, and venue in, the state and federal courts, California, U.S.A. Buyer shall not assign its order or any interest therein or any rights thereunder without the prior written consent of iCoolSmart.com. These Terms constitute the entire agreement between iCoolSmart.com and Buyer and supersede all previous communications, representations and agreements (except for the Agreement), whether oral or written, between the Buyer and iCoolSmart.com with respect to the subject matter hereof. These Terms may not be modified, supplemented, qualified, or interpreted except in writing signed by Buyer and iCoolSmart.com. The failure by iCoolSmart.com to enforce at any time any of the provisions in these Terms will in no way be construed as a waiver of such provisions.