Myriad's Terms of Sale

THESE TERMS AND CONDITIONS ("AGREEMENT") APPLY TO YOUR ORDER AND PURCHASE OF HARDWARE, SOFTWARE, THIRD-PARTY BRANDED SERVICES AND SUPPORT, AND MYRIAD SKUABLE SERVICES (COLLECTIVELY, "PRODUCT") SOLD BY MYRIAD. You accept the terms and conditions of this Agreement, unless you have a separate purchase agreement signed by both your company and Myriad, in which case, that separate agreement will govern. Myriad may, from time to time and at its sole option, revise this Agreement without notice by posting the revised agreement on its web site. The Agreement posted on Myriad's web site at the time Myriad accepts your order will govern that purchase.

• Accuracy of Data/Corrections. Myriad obtains certain data directly from the manufacturer, publisher or supplier of Products and is not responsible for pricing, typographical or other errors in any such data. In addition, availability of third party Product is subject to change without notice. Myriad reserves the right to cancel orders related to such errors or Product discontinuation or unavailability, and to correct this web site at any time, including pricing errors not detected until after Myriad's confirmation or e-mail response.

• Prices/Payment Terms. Prices are subject to change at any time prior to Myriad's acceptance of your order. Payment terms are at Myriad's sole discretion and all orders are subject to Myriad's credit approval. You must provide appropriate credit references upon request and authorize us to obtain credit history from such references. You agree to pay the total purchase price for the Products, plus tax and shipping (to the extent shipping is not prepaid by you, including shipping charges billed to Myriad as a result of using your carrier account number or a carrier selected by you). Invoices are due and payable within the time frame and in the currency specified on the invoice, measured from the date of invoice. You agree to pay interest on all past-due amounts at the lower of one and one-half percent (1.5%) per month or the maximum rate allowed by law. You will be responsible for Myriad's costs of collection for any payment default, including, but not limited to, court costs, filing fees and attorneys' fees. In addition, if payments are not received as described above, Myriad reserves the right to suspend further deliveries until payment is received.

• Credits. You must expend or apply any credits issued to you by Myriad for any reason within two years from the date the credit is issued. If not used within such period, credits will automatically expire.*

• Taxes. Federal, state and local sales, use and excise taxes and all similar taxes and duties, (excluding taxes based on Myriad's income, assets or net worth), are solely your responsibility. You may provide Myriad a tax exemption certificate, which will be subject to review and acceptance by Myriad.

• Delivery/Title/Risk of Loss. Myriad will use commercially reasonable efforts to meet requested delivery times but does not guarantee delivery by a stated time and is not responsible for any damages due to delays or the failure to meet a stated delivery schedule. Myriad reserves the right to make deliveries in installments. Delay in delivery of one installment will not entitle you to cancel other installments. Except for sales shipped in or to California, Product will be delivered to you FOB Origin (Myriad's facility or the facility of any of Myriad's suppliers who drop ship direct)**, freight prepaid and added. Title and risk of loss shall pass to you when Product is delivered to the transportation carrier. Myriad is not responsible for insuring shipments, nor for any loss or damages to Product during shipment and recommends you obtain insurance for shipments. Product shipped in or to California will be delivered to you FOB Destination, freight prepaid and added. Title and risk of loss for such shipments shall pass upon delivery at the requested delivery destination. Notwithstanding anything in this paragraph, title to software Product remains with the applicable licensor(s), and your rights and obligations related to the software are contained in the license agreement between you and the licensor(s). You grant a security interest in all Products purchased under this Agreement to secure payment in full. Additionally, you authorize Myriad to execute and file a financing statement or other documents that are necessary to perfect Myriad's security interest. Myriad's security interest shall terminate when Myriad has received all amounts due for the Product(s).

• Limited Warranty. PRODUCTS MANUFACTURED, PUBLISHED OR PROVIDED BY THIRD PARTIES ARE PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTY BY MYRIAD OF ANY KIND, EITHER EXPRESS OR IMPLIED. Myriad shall pass through to you, to the extent available, any manufacturer's/publisher's/supplier's written warranties associated with third party Products purchased from Myriad. Although third-party services and support are considered "Product" and you may purchase such services through Myriad, Myriad is not obligated to provide the services or support. Myriad accepts no liability for any claims arising out of any act or omission, including negligence, by your third-party service provider; and any amounts associated with third party services, including but not limited to taxes, will be collected solely in our capacity as an independent reseller of such Product.

• Disclaimer of Warranty. THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, AND YOUR SOLE AND EXCLUSIVE REMEDIES. MYRIAD DISCLAIMS ALL OTHER WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, OR ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. No agent or employee of Myriad or any other party is authorized to make any warranty in addition to those made in this Agreement.

• Limitations on Use. You agree and represent that you are buying Product for your own internal use and not for resale. If Product purchased under this Agreement is intended for export, it may be subject to export regulations. You accept full responsibility for and agree to comply fully with all export regulations, including obtaining export licenses. The export of Products may also alter or void the manufacturer's or publisher's warranty. PRODUCTS OFFERED BY MYRIAD ARE NOT DESIGNED FOR USE IN LIFE SUPPORT, LIFE SUSTAINING, NUCLEAR SYSTEMS OR OTHER APPLICATIONS IN WHICH FAILURE OF SUCH PRODUCTS COULD REASONABLY BE EXPECTED TO RESULT IN PERSONAL INJURY, LOSS OF LIFE OR CATASTROPHIC PROPERTY DAMAGE. USE IN ANY SUCH APPLICATIONS IS AT YOUR SOLE RISK.

• Limitation of Liability. MYRIAD WILL NOT BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF INCOME, PROFITS, DATA, OPERATIONAL EFFICIENCY, USE OR INFORMATION, ARISING UNDER THIS AGREEMENT REGARDLESS OF THE FORM OF ACTION OR THEORY OF RELIEF, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Any liability for direct damages arising under this Agreement, regardless of the form of action or theory of relief, is limited to the purchase price of the Product. No action arising out of the transactions under this Agreement may be brought by you more than one (1) year after the damage, loss or expense occurred. Myriad is not liable for any claim made by a third party or made by you for a third party.

• Termination. You may cancel any order for Product at no charge up to five (5) business days prior to scheduled shipment upon written notice to Myriad, unless such Product has been modified or otherwise reconfigured in accordance with your specifications. Cancellation shall not relieve your duty to pay for Products shipped, services performed or expenses incurred by Myriad prior to such notice. If an order is cancelled prior to shipment, your sole remedy and Myriad's sole obligation will be a full refund of the purchase price paid for the Product. Cancellation of orders following shipment must be made in accordance with the return policies of the manufacturer, publisher or supplier of the Product.

• Governing Law and Venue. This Agreement will be governed by the substantive laws of the state of Florida without giving effect to any choice of law rules. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement. You are responsible for compliance with local laws, if and to the extent local laws are applicable. Both parties to this Agreement specifically agree to submit to the exclusive jurisdiction of, and venue in, the courts in Pinellas County, FL in any dispute arising out of or relating to this Agreement.

• Assignment. Myriad may assign or subcontract all or any portion of its rights or obligations with respect to the sale of Products and/or assign the right to receive payments without your consent. You may not assign this Agreement or any of its rights or obligations without the prior written consent of Myriad. Subject to the restrictions in assignment contained in this provision, this Agreement will be binding on and inure to the benefit of the parties hereto and their successors and assigns.

• Force Majeure. Myriad will not liable for failure to fulfill its obligations under this Agreement or for delays in delivery or performance due to causes beyond its reasonable control. Myriad's time for performance of any such obligation will be extended for the time period of such delay, or Myriad may, at its options, cancel any order or remaining part thereof, without liability, upon notice to you.

• Miscellaneous. No provision of this Agreement may be waived, amended or modified by either party except by a written agreement signed by both you and Myriad. Any delay or failure by either party to exercise any right or remedy will not constitute a waiver of that party to thereafter enforce such rights. The relationship between Myriad and you is that of independent contractors and not that of employer/employee, partnership or joint venture. If any part of this Agreement is found by a court of competent jurisdiction to be invalid, illegal or unenforceable, all other parts will still remain in effect. Notices to be provided under this Agreement must be in writing and will be deemed received upon the earlier of: 1) actual receipt; 2) three (3) days after mailing, if mailed postage prepaid by regular mail or airmail; or 3) one (1) day after such notice is sent by courier or facsimile transmission. The terms and conditions applicable to all returns are set forth in Myriad's Return Policy. Terms in effect at the time of Product purchase shall apply to any requested returns.

• Entire Agreement. This Agreement constitutes the entire agreement between us regarding this purchase of Products from Myriad and supersedes and replaces any previous communications, representations or agreements. Any additional or different terms or conditions contained in any purchase order or other documents provided by you are considered material alterations to this Agreement, expressly rejected and will not be binding upon Myriad.

*This provision does not apply to public sector customers.
** Product shipped to public sector customers will be delivered to you FOB Destination, freight prepaid and added.
Revised October, 2009