Limited Warranties and Return POLICY

PLEASE READ THIS DOCUMENT CAREFULLY! IT CONTAINS VERY IMPORTANT INFORMATION ABOUT ITS RIGHTS AND OBLIGATIONS, AS WELL AS LIMITATIONS AND EXCLUSIONS THAT APPLY TO YOU.

This AMI TERMS AND CONDITIONS OF SALE ("Agreement") applies to Customer’s purchase and resale of optical storage media, flush memory products, media accessories, other related products and/or services and support sold in the United States ("Products") by the Advanced Media Incorporated dba RITEK USA (AMI") entity named on the invoice ("AMI") or other documents provided to Customer by AMI. By placing order of the Products Customer agrees to be bound by the terms and conditions of this Agreement exclusively, which are posted on our website at www.ritekusa.com/tnc and are subject to change at any time in AMI's sole discretion without prior written notice. Prior to submitting any order, please check the latest version of this Agreement, including AMI’s Warranty & Return Policy on AMI’s website. Any terms stated in Customer's purchase order, if any, are hereby rejected entirely except for the terms that are identical with those stated in AMI's invoice or written acknowledgement and this Agreement. All confirmed orders are non-cancelable and shipment of products shall be deemed acceptance. If CUSTOMER REJECTS ANY PRODUCTS, CUSTOMER MUST FOLLOW AMI’S RETUN PROCEDURES AND POLICIES AND CUSTOMER WILL BE RESPONSIBLE FOR SHIPPING & HANDLING CHARGES FOR THIS RETURN. ADDITIONAL RETURN OR RESTOCKING FEES MAY APPLY.

1.    Other terms. This Agreement, as amended by AMI from time to time, may NOT be altered, supplemented or amended by Customer unless otherwise agreed to in a separate written agreement signed by both Customer and an authorized representative of AMI. If Customer does not receive an invoice or acknowledgement in the mail or with its Product, information about purchase may be obtained by contacting an associated sales representative.

2.    Reselling. Customer determines or set its resale Product pricing. AMI reserves the right to restrict or prohibit its participation in certain promotions, add, modify, or discontinue pricing, Products and/or parts. AMI may require Customer to meet additional obligations not outlined in this Agreement, which will be disclosed to Customer prior to its purchase of Products. Customer will provide AMI such information and reports as may reasonably be requested by AMI.

3.    Trademarks; Copyrights. Customer may use the "AMI" name and AMI's product names solely for the purpose of accurately identifying the AMI-branded Products Customer purchase under this Agreement. Customer agrees to change or correct, at its own expense, any material or activity that AMI decides is inaccurate, objectionable or misleading or a misuse of AMI's name, trademarks, service marks, or AMI's logos or copyrighted works. Customer may not use the AMI name and AMI's product names for any other purpose. Customer may not use other AMI trademarks or service marks, or AMI's logos or copyrighted works, at any time. Customer are prohibited from referring to itself as an authorized reseller of AMI, implying that Customer and AMI are partners, creating the impression that AMI is affiliated with Customer or has sponsored, authorized, approved or endorsed its business, or any offer or any marketing, advertising or promotion thereof. Customer may not register or use any domain name or business name containing or confusingly similar to any name or mark of AMI or Ritek Corporation. Customer will clearly and prominently identify itself in all offers and advertising, marketing and promotional materials relating to this Agreement.

4.    Quotes, Orders, Payment Terms, Late Payment Charges. Payment terms are within AMI's sole discretion. In order to induce AMI to grant credit to Customer , Customer hereby represents and warrants that (a) the financial information Customer provides to AMI is true and accurate and can be relied upon, (b) Customer is solvent, (c) Customer pays its obligation as they come due, and (d) Customer’s liabilities do not exceed Customer’s asset. This representation and warranty shall be deemed to be repeated in each purchase order issued by Customer (whether written or oral) and incorporated therein by reference, until Customer notifies AMI otherwise in writing. All financial information provided to AMI must be certified by Customer’s chief financial officer in writing to be true and accurate, prepared under generally accepted accounting principles, and can be relied upon. Customer agrees not to violate the terms of any offer or concession made available by AMI. AMI may invoice and/or ship parts of an order separately. AMI reserves the right to cancel an order or transaction, in whole or in part, without liability. If Customer breaches the provisions of this Agreement or the terms of any offer, AMI may charge or re-debit its account or credit card the full list price for its purchase (in lieu of a discounted or special price included in the offer). Customer agrees to pay late payment charges of 1%/month on all past-due sums at the highest rate allowed by law from the date of invoice, as well as before and after judgment, until payment in full. Customer hereby grants AMI, and AMI hereby retains, a purchase money security interest and lien on any and all of its rights, title and interest in Products, wherever located, and all replacements or proceeds of the Products, until the invoice for the applicable Products is paid in full, including any late charges and costs of collection. Customer consents to AMI's use of this Agreement, as well as Product invoices, as financing statements for protecting this security interest and appoint AMI as its agent for service of process. Discounts cannot be retroactively applied.

5.    Shipping Charges; Taxes. Shipping dates provided by AMI are estimates only. Delivery term shall be F.O.B Origin that is specified on the AMI invoice. Customer shall pay or reimburse AMI for any handling, taxes, duties or other governmental charges imposed by any government authorities arising out of or related to this Agreement which AMI is obligated to pay or collect, except for any income tax. All sales are for resale, unless Customer intends to consume the Products, in which case Customer will be responsible for sales and all other taxes associated with the order, however designated, except for AMI's franchise taxes and taxes on AMI's net income.

6.    Product Acceptance. All products delivered to the address specified in the purchase order shall be deemed accepted unless Customer makes an oral claim within three (3) days of receipt and confirms such claim in writing within five (5) days of receipt with evidence satisfactory to AMI of any alleged shortage, damage, or discrepancy.

7.    Title; Risk of Loss; Insurance. Title to products passes from AMI to Customer on shipment from AMI's facility or third party manufacturers facility. Title to software will remain with the applicable licensor(s). Customer will maintain comprehensive general liability, including products liability, insurance in an amount appropriate for its business, but in no event less than $1,000,000.00 (US) with an insurance company having a Best rating of A or higher. Upon AMI's request, Customer will provide to AMI a certificate of such insurance (including any new or amended certificates of insurance) and/or name AMI as an additional insured.

8.    Warranties. AMI MAKES NO EXPRESS WARRANTIES EXCEPT THOSE STATED IN THIS SECTION AND IN AMI'S APPLICABLE LIMITED WARRANTY STATEMENT FOUND AT www.ritekusa.com/wnr IN EFFECT ON THE DATE OF THE INVOICE OR PACKING SLIP OR THE DOCUMENTATION PROVIDED WITH THE PRODUCT(S). AMI DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THERE ARE NO WARRANTIES BY AMI FOR NON-RITEK BRANDED PRODUCTS, SERVICE OR SOFTWARE PRODUCTS. ALL SUCH PRODUCTS ARE PROVIDED BY AMI "AS IS". NO REVISION IN LIMITED WARRANTIES WILL AFFECT PRODUCTS ALREADY ORDERED BY CUSTOMER.

9.    Additional Remedies & Responsibilities. AMI RESERVES THE RIGHT TO DISCONTINUE OR OTHERWISE VOID ANY WARRANTY, SERVICE OR TECHNICAL SUPPORT IT OFFERS IN WHOLE OR IN PART IF CUSTOMER BREACHES ANY OF ITS OBLIGATIONS UNDER THIS AGREEMENT OR IF CUSTOMER FAILS TO PAY AMOUNTS DUE FOR PRODUCTS CUSTOMER PURCHASE FROM AMI. CUSTOMER IS SOLELY RESPONSIBLE FOR ALL REPRESENTATIONS OR OMISSIONS CUSTOMER MAKES TO ITS CUSTOMERS INCLUDING BUT NOT LIMITED TO ANY REPRESENTATION OR OMISSION CUSTOMER MAKES ABOUT PRODUCT WARRANTIES, FEATURES, PERFORMANCE, SUPPORT AND SERVICE. CUSTOMER WILL INFORM ITS CUSTOMERS OF AMI'S RIGHTS AND ITS OBLIGATIONS UNDER THIS AGREEMENT. AMI cannot be responsible for pricing or other errors, omissions, or consequences of misuse of site and its functions and reserves the right to cancel orders arising from such errors.

10.    Software. All software is provided subject to the license agreement that is provided with the Product. Customer agrees that Customer and its customers will be bound by such license agreement. In the absence of a license Agreement, this Agreement will apply.

11.    Products. AMI's policy is one of on-going Product update and revision. AMI may revise and discontinue Products at any time without notice. AMI will ship Products that have the functionality and performance of the Products ordered, but changes between what is shipped and what is described in a specification sheet or catalog are possible. The parts and assemblies used in building Products and spare parts are selected from new, equivalent-to-new or reconditioned parts and assemblies.

12.    Returns. Customer agrees to abide by AMI’s return policy at www.ritekusa.com/wnr , which is subject to change by AMI without prior notice. If Customer fails to follow the return or exchange instructions and policies provided by AMI, AMI is not responsible whatsoever for Product that is lost, damaged, modified or otherwise processed for disposal or resale. At AMI's discretion, credit for partial returns may be less than invoice or individual component prices due to bundled or promotional pricing.

13.    Its Data. The information on its account available online for its use is subject to change without notice and might not be the most up to date. Any information AMI provides to Customer is confidential information of AMI and Customer agrees to keep all the information confidential for a period of three (3) years from the time of receipt by you.

14.    Limitation of Liability. AMI IS NOT LIABLE BEYOND THE REMEDIES STATED IN THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO ANY LIABILITY FOR PRODUCTS NOT BEING AVAILABLE FOR USE OR FOR LOST OR CORRUPTED DATA OR SOFTWARE, LOST PROFITS, LOSS OF BUSINESS, ITS BREACH OF THIS AGREEMENT OR THE PROVISION OF SERVICES AND SUPPORT. AMI WILL NOT BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT OR ON OUR WEB SITE TO THE CONTRARY, AMI IS NOT RESPONSIBLE FOR INFORMATION CUSTOMER PROVIDES TO US UNLESS CUSTOMER HAVE A SEPARATE WRITTEN AGREEMENT DULY EXECUTED BY AN AMI EXECUTIVE. CUSTOMER AGREES THAT FOR ANY LIABILITY ARISING FROM OR RELATED TO THE PURCHASE OF ANY PRODUCTS, AMI IS NOT LIABLE OR RESPONSIBLE FOR ANY AMOUNT OF DAMAGES ABOVE THE AGGREGATE DOLLAR AMOUNT CUSTOMER PAID AMI FOR THE RESPECTIVE PRODUCTS. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, THE REMEDIES STATED IN THIS AGREEMENT SHALL APPLY EVEN IF SUCH REMEDIES FAIL THEIR ESSENTIAL PURPOSE.

15.    Its Indemnity to AMI. To the fullest extend permitted by law, Customer will indemnify, defend and hold AMI, including AMI's partners, officers, directors, agents, employees, subsidiaries, affiliates, parents, successors and assigns harmless from any claim, demand, cause of action, debt or liability (including reasonable attorneys fees, expenses and court costs) arising from: (a) its modification(s) of and/or addition(s) to Product(s); (b) its breach of this Agreement, (c) its omissions, misrepresentations, or negligence, and (d) the Products sold by Customer damage a third party to the extent such claim is based on (i) its modification of and/or addition to the Products, misuse or abuse of the Products, negligence or breach of any provision in this Agreement; (ii) its failure to abide by all applicable laws, rules, regulations and orders that affect the Products; (iii) its omission, misrepresentation, or negligence, or (iv) Customer or its end-users cause intentional harm to any person or property. Indemnified claims, debts and liabilities include the amount of any discount in price or concession that is made available by AMI to Customer.

16.    Dispute Resolution. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Los Angeles, California, before three arbitrators. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures (Streamlined Arbitration Rules and Procedures). However, any discovery disputes shall be decided by only one arbitrator. Judgment on the award may be entered in any court having jurisdiction. The arbitrator may, in the award, allocate all or part of the costs of the arbitration, including the fees of the arbitrator and the reasonable attorneys’ fees of the prevailing party. The arbitrators shall base their award on the terms of this Agreement, and will follow the law and judicial precedents that a United States District Judge sitting in the Central District of California would apply to the Dispute. The arbitrators shall render their award in writing and will include the findings of fact and conclusion of law upon which their award is based. Judgment upon the arbitration award may be entered by any court of competent jurisdiction.

The parties agree that any and all disputes, claims or controversies arising out of or relating to this Agreement shall be first submitted to JAMS, or its successor, for mediation, and if the matter is not resolved through mediation, then it shall be submitted to JAMS, or its successor, for final and binding arbitration pursuant to the arbitration clause set forth above. Either party may commence mediation by providing to JAMS and the other party a written request for mediation, setting forth the subject of the dispute and the relief requested. The parties will cooperate with JAMS and with one another in selecting a mediator from JAMS panel of neutrals, and in scheduling the mediation proceedings. The parties covenant that they will participate in the mediation in good faith, and that they will share equally in its costs. All offers, promises, conduct and statements, whether oral or written, made in the course of the mediation by any of the parties, their agents, employees, experts and attorneys, and by the mediator or any JAMS employees, are confidential, privileged and inadmissible for any purpose, including impeachment, in any arbitration or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the mediation. Either party may initiate arbitration with respect to the matters submitted to mediation by filing a written demand for arbitration at any time following the initial mediation session or 45 days after the date of filing the written request for mediation, whichever occurs first. The mediation may continue after the commencement of arbitration if the parties so desire. Unless otherwise agreed by the parties, the mediator shall be disqualified from serving as arbitrator in the case. The provisions of this Clause may be enforced by any Court of competent jurisdiction, and the party seeking enforcement shall be entitled to an award of all costs, fees and expenses, including attorneys’ fees, to be paid by the party against whom enforcement is ordered.

Customer and AMI reserve the right to seek interim relief from any court located in Los Angeles County, California, to preserve the status quo and to preserve evidence pending mediation and arbitration.

17.    Independent Contractors. No provision of this Agreement will or shall be deemed to create a partnership, joint venture or other combination between AMI and Customer. Customer and AMI are independent contractors. Neither party will make any warranties or representations or assume any obligations on the other party's behalf. Neither party will claim to be a legal representative, partner, member, franchisee, joint venture, agent or employee of the other party. Each party is responsible for the amounts it incurs arising from this Agreement and for the direction and compensation, and is liable for the actions of, its employees and subcontractors.

18.    Governing Law. THE LAWS OF THE STATE OF CALIFORNIA GOVERN THIS AGREEMENT, EXCLUDING ITS CONFLICTS OF LAWS RULES AND EXCLUDING THE UNITED NATIONS CONVENTION ON THE INTERNATIONAL SALE OF GOODS.

19.    Export. Customer acknowledge that the purchased goods licensed or sold under this Agreement, and the transaction contemplated by this Agreement, which may include technology and software, are subject to the customs and export control laws and regulations of the United States ("U.S.") and may also be subject to the customs and export laws and regulations of the country in which the products are manufactured and/or received. Customer acknowledges that it is its sole responsibility to comply with and abide by those laws and regulations. Further, under U.S. law, the goods shipped pursuant to this Agreement may not be sold, leased or otherwise transferred to restricted countries or utilized by restricted end-users or an end-user engaged in activities related to weapons of mass destruction, including without limitation, activities related to the design, development, production or use of nuclear weapons, materials, or facilities, missiles or the support of missile projects, and chemical or biological weapons. Customer agrees not to provide any written regulatory certifications or notifications on behalf of AMI. AMI has not tested Products for use in high-risk activities including but not limited to any life sustaining, chemical, or mission critical use. AMI WILL NOT HAVE ANY LIABILITY FOR ANY DAMAGES ARISING FROM THE USE OF THE PRODUCTS IN ANY HIGH RISK ACTIVITY, INCLUDING, BUT NOT LIMITED TO, THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, MEDICAL SYSTEMS, LIFE SUPPORT, OR WEAPONS SYSTEMS.

20.    Headings. The section headings used herein are for convenience of reference only and do not form a part of these terms and conditions, and no construction or inference shall be derived there from. If any provision of this Agreement is void or unenforceable, the remainder of this Agreement will remain in full force and will not be terminated. Neither party will be liable for any delays resulting from circumstances or causes beyond the party's reasonable control.

21.    Entire Agreement. This Agreement constitutes the entire agreement of the parties hereto with respect to all sales by AMI and contains all of the representations, undertakings and agreements of all parties hereto respecting the subject matter hereof. This Agreement supersedes all prior meetings, correspondence, and negotiations between the parties. There are no representations, warranties, covenants, conditions, agreements, or collateral understandings, oral or otherwise, expressed or implied, undertakings or agreements of any kind between all the parties hereto respecting the subject matter hereof except those contained herein.