Partners we represent - VARY BY STATE

STANDARD TERMS AND CONDITIONS

These Standard Terms and Conditions (the “Agreement”) apply to the sale of all equipment, accessories, attachments and other items (“Equipment”) by JS Performance Marketing LLC (“JSPM”) to the customer identified on the first page of this document, or if no customer is identified, to any person or entity that purchases or acquires Equipment from JSPM (the “Customer”). No purchase order or other terms supplied by Customer shall apply to JSPM’s sale of Equipment to Customer. This Agreement constitutes the sole agreement between JSPM and Customer and replaces any prior agreements or discussions related in any way to the sale of the Equipment, including but not limited to any oral agreement between the JSPM and Customer. JSPM and Customer may collectively hereinafter be referred to as the “Parties”, and individually a “Party”.

1. Assignment of Warranty/"As-ls” Sale/Disclaimer of Warranties/Limitation of Liability. JSPM hereby waives and disclaims any warranty to the Equipment, and JSPM hereby assigns to Customer any written warranty that JSPM receives from the manufacturer or previous seller third-party. All manufacturer warranties, if any, have specific written terms, exclusions, and conditions that, if applicable, shall be presented by the manufacturer, and transferred to Customer as part of this sale. By signing this Agreement, or by signing any purchase order, estimate, proposal, or other JSPM document relating to the sale of Equipment as described herein, Customer acknowledges, agrees, and hereby warrants that Customer reviewed the manufacturers’ written warranty terms, if any, and understands the terms, exclusions

and conditions contained therein. The only warranties provided in connection with this sale of Equipment are those included in a manufacturer’s written warranty, if any, which is solely a warranty made by the manufacturer and not by JSPM. Customer acknowledges and agrees that: (i) JSPM and any officer, manager, employee, agent or representative of JSPM has disclaimed and waived any representations or warranties related or otherwise connected to the Equipment, whether such representation or warrant was oral or in writing; and (ii) Customer hereby acknowledges and agrees Customer is not relying upon any such representation or warranties in entering into this Agreement and/or the purchase of the Equipment.

IT IS EXPRESSLY AGREED THAT CUSTOMER PURCHASES THE EQUIPMENT “AS IS” AND “WITH ALL FAULTS.” ALL SALES ARE FINAL (BUT CUSTOMER MAY STILL SEEK REMEDY FROM A MANUFACTURER TO THE EXTENT, IF ANY, PERMITTED BY A MANUFACTURER’S WARRANTY HEREBY ASSIGNED TO CUSTOMER). JSPM MAKES NO REPRESENTATION, COVENANT, OR WARRANTY, WHETHER EXPRESS OR IMPLIED, WHETHER STATUTORY OR OTHERWISE, WITH RESPECT TO THE CONDITION, MERCHANTABILITY, QUALITY, SUITABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE EQUIPMENT. IN NO EVENT SHALL JSPM BE RESPONSIBLE TO CUSTOMER, ANY END USER OR ANYONE ELSE FOR  ANJY INJURY, LOSS OR DAMAGE CAUSED, IN WHOLE OR IN PART, BY THE SELECTION, USE, MISUSE, POSSESSION, OPERATION, MAINTENANCE OR MALFUNCTION OF THE EQUIPMENT. CUSTOMER ASSUMES ALL RISKS ASSOCIATED WITH THE SELECTION, USE, MISUSE, POSSESSION, OPERATION, MAINTENANCE OR MALFUNCTION OF THE EQUIPMENT.

2. Indemnity. TO THE FULLEST EXTENT PERMITTED BY LAW, CUSTOMER HEREBY ASSUMES ALL RISK OF AND LIABILITY FOR AND AGREES TO INDEMNIFY, DEFEND, AND HOLD HARMLESS JSPM AND JSPM’S OFFICERS , MANAGERS, EMPLOYEES, OWNERS, AGENTS, ASSIGNEES AND SUCCESSORS (THE “INDEMNIFIED PARTIES”) FROM ALL CLAIMS, LOSS, DAMAGE AND EXPENSES ARISING FROM THE USE, MISUSE, POSSESSION, OPERATION, MAINTENANCE OR MALFUNCTION OF THE EQUIPENT INCLUDING, BUT NOT LIMITED TO, THE FOLLOWING: (A) LOSS OF OR DAMAGE TO ANY EQUIPMENT BY ANY CAUSE, (B) INJURY TO, OR DEATH OF, ANY PERSON, INCLUDING BUT NOT LIMITED TO END

USERS, AGENTS OF OR EMPLOYEES OF CUSTOMER, OR (C) DAMAGE TO ANY PROPERTY OR BUSINESS ARISING FROM THE U E, MISUSE, POSSESSION, OPERATION, MAINTENANCE OR MALFUNCTION OF THE EQUIPMENT. THE EXPRESSED INTENTION OF THE PARTIES IS THAT CUSTOMER’S INDEMNITY OBLIGATION STATED ABOVE SHALL INCLUDE, BUT IS NOT LIMITED TO, THE INDEMNIFICATION , DEFENSE, AND HOLD HARMLESS OF JSPM FROM ANY CLAIMS OF NEGLIGENCE, EVEN WHEN SUCH

NEGLIGENT ACTS ARE ALLEGED TO BE THAT OF JSPM.

3. Manufacturer’s Documentation. Customer is responsible for reviewing all documentation and warnings provided by the manufacturer of the Equipment before using, storing or transporting the Equipment. Customer should only use, store or transport the Equipment in the manner instructed by the manufacturer and should abide by all warnings provided by the manufacturer. Customer hereby acknowledges and agrees to indemnify, defend and hold harmless JSPM for any claims brought as a result of Customer’s failure to comply with this Section 3, including the payment of attorney’s fees and court costs regardless of the outcome or basis for such claims. 

4. Limitations Upon Damages and Claims. Customer hereby acknowledges and agrees that JSPM’s liability to Customer, if any, shall be limited to the amount that Customer paid to JSPM pursuant to, or as a result of this Agreement. Customer also waives and shall not be entitled, under any circumstance whatsoever to recover from JSPM any punitive damages, exemplary damages, consequential damages, incidental damages or indirect damages of any kind – including, but not limited to, lost profits or statutory or special damages. If the Equipment is damaged at the time of delivery to Customer or if any of the Equipment purchased by Customer is not included in the delivery, Customer must place a written explanation of the damage or missing items on the delivery receipt and provide that document to the delivering

carrier’s representative at the time of delivery. Failure by Customer to with this Section 4 shall be deemed to be Customer’s acceptance of the Equipment as delivered in full, being in proper undamaged condition upon delivery, and waiver of any claims to the contrary.

5. Force Majeure. JSPM shall not be liable for any failure or delay in the performance of its obligations under this Agreement if such failure or delay is on account of causes beyond its reasonable control including, but not limited to, civil commotion, war, fires, floods, accidents, earthquakes, inclement weather, telecommunications line failures, electrical outages, network failures, governmental regulations or controls, casualty, strikes or labor disputes, terrorism, pandemics, epidemics, disease outbreaks, viral outbreaks, public health emergencies, communicable diseases, quarantines, or acts of God, in addition to any and all other events, regardless of their dissimilarity to the foregoing, beyond the reasonable control of JSPM, for so long as such force majeure  event is in effect and for a reasonable period thereafter.

6. Miscellaneous Provisions. This Agreement constitutes the entire agreement between JSPM and Customer. There are no terms and conditions, whether

oral or otherwise, not included in this Agreement and Customer expressly disclaims reliance upon any terms or conditions not expressly stated herein. In the event of

conflict between this Agreement and terms or conditions of any purchase order, other document or statement provided or made by Customer or JSPM, the terms and condition

of this Agreement shall control and shall supersede and replace all contradictory or conflicting terms or conditions. The terms and conditions of this Agreement shall not be modified except by a writing signed by both JSPM and Customer. Customer may not assign any of its rights or obligations under this Agreement without first obtaining JSPM’s written consent. This Agreement shall be construed and enforced under the laws of the State of Texas and without respect to choice of law rules of any state. In the event of litigation between Customer and JSPM in any manner relating to or arising out of this Agreement or Customer’s purchase of the Equipment, (A) exclusive venue for the litigation shall be in in Tarrant County, Texas, (B) JSPM and Customer consent to personal jurisdiction in Texas for the purpose of the litigation, and (C) in the event JSPM is the prevailing party, JSPM shall be entitled to recover from the losing party all cost of litigation, including all reasonable and necessary attorney's fees incurred by the prevailing party. This Agreement shall be binding upon and shall inure to the benefit of JSPM, Customer, and their respective successors, heirs, beneficiaries, agents, servants, employees, and representatives of all types. Customer is responsible for paying all taxes and other charges due or otherwise imposed by existing or future laws. Customer is responsible for paying all costs of delivery of the Equipment and related expenses. Title to the Equipment and all risk of loss, theft or damage to the Equipment shall transfer to Customer upon delivery of the Equipment to Customer.

7. Jury Trial Waiver. JSPM AND CUSTOMER BOTH WAIVE THE RIGHT TO A JURY TRIAL, AND ACKNOWLEDGE THAT SUCH WAIVER IS FAIR AND APPROPRIATE WITH RESPECT TO THE SUBJECT MATTER OF ALL DISPUTES THAT MIGHT ARISE WITH RESPECT TO THIS AGREEMENT

AND CUSTOMER’S PURCHASE OF THE EQUIPMENT.

2300 Woodforest Pkwy N, STE 250499 JS Performance Marketing, LLC Toll Free 877-596-3903

Montgomery Texas 77316