Terms and Conditions of Self Development Success (SDS)

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EASE READ THESE TERMS AND CONDITIONS OF SELF DEVELOPMENT SUCCESS (SDS) VERY CAREFULLY.

THE TERMS AND CONDITIONS OF SDS ARE LIMITED TO THOSE CONTAINED HEREIN. ANY ADDITIONAL OR DIFFERENT TERMS IN ANY FORMS DELIVERED BY YOU (’ÄúCLIENT’Äù) ARE HEREBY DEEMED TO BE MATERIAL ALTERATIONS AND NOTICE OF OBJECTION TO THEM AND REJECTION OF THEM IS HEREBY GIVEN.

BY ENGAGING THE SDS IDENTIFIED ON THE INVOICE, STATEMENT OF WORK, OR OTHER SDS ("SDS") TO PERFORM OR PROCURE ANY SERVICES, CUSTOMER AGREES TO BE BOUND BY AND ACCEPTS THESE TERMS AND CONDITIONS OF SDS UNLESS CLIENT AND SDS HAVE SIGNED A SEPARATE AGREEMENT, IN WHICH CASE THE SEPARATE AGREEMENT WILL GOVERN. TO THE EXTENT SUCH SERVICES ARE IDENTIFIED ON SDS' WEBSITE BY A PRODUCT NUMBER, THE MAIN FEATURES, SCOPE, AND SPECS INCLUDED THEREIN SHALL FORM PART OF THESE TERMS AND CONDITIONS UNLESS CLIENT AND SDS HAVE OTHERWISE AGREED IN WRITING. ANY GENERAL DESCRIPTION OF THE TYPES OF SERVICES AND RESULTS THEREOF POSTED ON THE WEBSITE DO NOT CONSTITUTE PART OF THE AGREEMENT BETWEEN SDS AND CLIENT.

Important Information About These Terms and Conditions of SDS These Terms and Conditions of SDS constitute a binding contract between Client and SDS and are referred to herein as either "Terms and Conditions of SDS" or this "Agreement". Client accepts these Terms and Conditions of SDS by placing an order with SDS or shopping on SDS's Website (the "Site") or otherwise engaging SDS to perform or procure any Services (as this and all capitalized terms are defined herein). These Terms and Conditions of SDS are subject to change without prior notice, except that the Terms and Conditions of SDS posted on the Site at the time Client places an order or signs a Statement of Work will govern the order or Statement of Work in question, unless otherwise agreed in writing by SDS and Client.

IN CASE OF A PURCHASE OF PRODUCTS, INDEPENDENTLY OR IN CONJUNCTION WITH SERVICES, SUCH PRODUCT PURCHASES SHALL BE ON AND SUBJECT TO THE TERMS AND CONDITIONS OF PRODUCT SALES POSTED ON THE SITE.

Customer may issue a purchase order for administrative purposes only. Additional or different terms and conditions contained in any such purchase order will be null and void. No course of prior dealings between the parties and no usage of trade will be relevant to determine the meaning of these Terms and Conditions of SDS or any document in electronic or written form that is signed and delivered by each of the parties or purchase order (whether in electronic or written form) to SDS that has been accepted by SDS for the performance of Services other than Third Party Services (each, a ’ÄúStatement of Work’Äù) or invoice related thereto. This Agreement, together with any Statements of Work, contains the entire understanding of the parties with respect to the matters contained herein and supersedes and replaces in its entirety any and all prior and contemporaneous agreements and understandings, whether oral, written, electronic or implied, if any, between the parties with respect to the subject matter hereof.

GOVERNING LAW

THESE TERMS AND CONDITIONS OF SDS, ANY STATEMENTS OF WORK AND THE SERVICES HEREUNDER WILL BE GOVERNED BY THE LAWS OF THE STATE OF MARYLAND, WITHOUT REGARD TO CONFLICTS OF LAWS RULES. ANY ARBITRATION, ENFORCEMENT OF AN ARBITRATION, OR LITIGATION WILL BE BROUGHT EXCLUSIVELY IN BALTIMORE COUNTY, MARYLAND AND CUSTOMER CONSENTS TO THE JURISDICTION OF THE FEDERAL AND STATE COURTS LOCATED THEREIN, SUBMITS TO THE JURISDICTION THEREOF AND WAIVES THE RIGHT TO CHANGE VENUE. CUSTOMER FURTHER CONSENTS TO THE EXERCISE OF PERSONAL JURISDICTION BY ANY SUCH COURT WITH RESPECT TO ANY SUCH PROCEEDING. Except in the case of nonpayment, neither party may institute any action in any form arising out of these Terms and Conditions of SDS or any Statement of Work more than one (1) year after the cause of action has arisen. The rights and remedies provided SDS under these Terms and Conditions of SDS are cumulative, are in addition to, and do not limit or prejudice any other right or remedy available at law or in equity.

SERVICES

Customers may order services (collectively, "Services") from or through SDS from time to time. Orders are not binding on SDS until accepted by SDS. Certain Services, such as extended warranty service by manufacturers, are sold by SDS as a distributor or sales agent ("Third Party Services").

In the case of Third Party Services, the third party shall be the party responsible for providing the services to the Client and Client will look solely to the third party for any loss, claims or damages arising from or related to the provision of such Third Party Services. Client hereby releases SDS and the entities that control, are controlled by, or are under common control with SDS ("Affiliates") from any and all claims arising from or relating to the purchase or provision of any such Third Parties Services. Any amounts, including, but not limited to, taxes, associated with Third Party Services which may be collected by SDS will be collected solely in the capacity as an independent sales agent.

COOPERATION

Client agrees to cooperate with SDS in connection with performance of the Services by providing (i) timely responses to SDS’Äôs inquiries and requests for approvals and authorizations, (ii) access to any information or materials reasonably requested by SDS which are necessary or useful as determined by SDS in connection with providing the Services, including, but not limited to, physical and computer access to Client's computer systems, and (iii) all Required Consents necessary for SDS to provide the Services. "Required Consents" means consents or approvals required to give SDS, its Affiliates, and its and their subcontractors the right or license to access, use and modify all data and third party products. Client acknowledges and agrees that the Services are dependent upon the completeness and accuracy of information provided by Clients and the knowledge and cooperation of the agents, employees or subcontractors (’ÄúPersonnel’Äù) engaged or appointed by Clients who are selected by Clients to work with SDS.

ACCESS

SDS may perform the Services at Client's place of business, at SDS's own facilities, or such other locations as SDS and Client deem appropriate. When the Services are performed at Client's premises, SDS will attempt to perform such Services within Clients' normal business hours unless otherwise jointly agreed to by the parties. Client will also provide SDS access to Client's staff and any other Client resources (and when the Services are provided at another location designated by Client, the staff and resources at such location) that Client determines are useful or necessary for SDS to provide the Services. When the Services are provided on Client's premises or at another location designated by Client, Client maintains employees harmless from any loss, cost, damage, or expense (including, but not limited to, attorneys fees and expenses) arising out of any product liability, death, personal injury or property damage or destruction occurring at such location in connection with the performance of the Services, other than solely as a result of SDS's gross negligence or willful misconduct.

PAYMENT

In connection with Services being performed pursuant to a Statement of Work, Client will pay for the Services in the amounts and in accordance with any payment schedule set forth in the applicable Statement of Work. If no payment schedule is provided, Client will pay for the Services as invoiced by SDS. Invoices are due and payable within the time period specified on the invoice, measured from the date of invoice, subject to continuing credit approval by SDS. SDS may invoice Client for all of the Services or any portion thereof. In the event of a payment default, Customer will be responsible for all of SDS's costs of collection, including, but not limited to, court costs, filing fees, and attorneys’Äô fees. In addition, if payments are not received as described above, SDS reserves the right to suspend Services until payment is received.

Except as otherwise specified on an applicable Statement of Work, Customer will reimburse SDS for all reasonable out-of-pocket expenses incurred by SDS in connection with the performance of the Services, including, but not limited to, travel and living expenses.

PRICING INFORMATION; AVAILABILITY DISCLAIMER

SDS reserves the right to make adjustments to pricing and service offerings for reasons including, but not limited to, changing market conditions, supplier price changes, and errors in advertisements. All orders are subject to the availability of Personnel to perform the Services. Therefore, SDS cannot guarantee that it will be able to fulfill Client's orders. If Services are being performed on a time and materials basis, any estimates provided by SDS are for planning purposes only.

LIMITATIONS OF LIABILITY

UNDER NO CIRCUMSTANCES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY SET FORTH HEREIN, WILL SDS, ITS AFFILIATES, OR ITS OR THEIR SUPPLIERS, SUBCONTRACTORS, OR AGENTS BE LIABLE FOR: (A) ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, BUSINESS, REVENUES OR SAVINGS, EVEN IF SDS HAS BEEN ADVISED OF THE POSSIBILITIES OF SUCH DAMAGES OR IF SUCH DAMAGES ARE OTHERWISE FORESEEABLE, IN EACH CASE, WHETHER A CLAIM FOR ANY SUCH LIABILITY IS PREMISED UPON BREACH OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY OF LIABILITY; (B) ANY CLAIMS, DEMANDS, OR ACTIONS AGAINST CUSTOMER BY ANY THIRD PARTY; (C) ANY LOSS OR CLAIM ARISING OUT OF OR IN CONNECTION WITH CLIENT'S IMPLEMENTATION OF ANY CONCLUSIONS OR RECOMMENDATIONS BY SDS OR ITS AFFILIATES BASED ON, RESULTING FROM, ARISING OUT OF OR OTHERWISE RELATED TO THE SERVICES; OR (D) ANY LOST, DAMAGED OR CORRUPTED DATA OR SOFTWARE. IN THE EVENT OF ANY LIABILITY INCURRED BY SDS OR ANY OF ITS AFFILIATES, THE ENTIRE LIABILITY OF SDS AND ITS AFFILIATES FOR DAMAGES FROM ANY CAUSE WHATSOEVER WILL NOT EXCEED THE LESSER OF: (A) THE DOLLAR AMOUNT PAID BY CLIENT FOR THE SPECIFIC SERVICE GIVING RISE TO THE CLAIM; OR (B) $_200.00__.

CONFIDENTIAL INFORMATION

Each party anticipates that it may be necessary for each party to provide access to information of a confidential nature of such party, the Affiliates or a third party (hereinafter referred to as "Confidential Information") to the other party in the performance of this Agreement and any Statement of Work. "Confidential Information" means any information or data in oral, electronic or written form which the receiving party knows or has reason to know is proprietary or confidential and which is disclosed by a party in connection with this Agreement or which the receiving party may have access to in connection with this Agreement, including but not limited to the terms and conditions of each Statement of Work. Confidential Information will not include information which: (a) becomes known to the public through no act of the receiving party; (b) was known to the receiving party, or becomes known to the receiving party from a third party having the right to disclose it and having no obligation of confidentiality to the disclosing party with respect to the applicable information; or (c) is independently developed by Personnel of the receiving party who have not had access to such information. To the extent practicable, Confidential Information should be clearly identified or labeled as such by the disclosing party at the time of disclosure or as promptly thereafter as possible, however, failure to so identify or label such Confidential Information will not be evidence that such information is not confidential or protectable.

TERMINATION

Either party may terminate performance of a Service or a Statement of Work for cause if the other party fails to cure a material default in the time period specified herein. Any material default must be specifically identified in a written notice of termination. After written notice, the notified party will, subject to the provision of warranties herein, have thirty (30) days to remedy its performance except that it will only have ten (10) days to remedy any monetary default. Failure to remedy any material default within the applicable time period provided for herein will give cause for immediate termination, unless such default is incapable of being cured within the time period in which case the defaulting party will not be in breach (except for Client’Äôs payment obligations) if it used its reasonable efforts to cure the default. In the event of any termination of the Services or a Statement of Work, Client will pay SDS for all Services performed and expenses incurred up to and including the date of termination plus any termination fee if one is set forth in the applicable Statement of Work. Customer will also pay SDS for any out-of-pocket demobilization or other direct costs resulting from termination. Upon termination, all rights and obligations of the parties under this Agreement will automatically terminate except for any right of action occurring prior to termination, payment obligations, and obligations that expressly or by implication are intended to survive termination (including, but not limited to, limitation of liability, indemnity, confidentiality, or licensing of Work Product, and this survival provision).