Customer Application

The Company represents and warrants that it, together with its affiliates and subsidiaries, currently complies and will continue to comply with all regulations of the U.S. Treasury’s Office of Foreign Assets Control (“OFAC”), including the Specially Designated Nationals and Blocked Persons List and any related statute, executive order, or governmental action (collectively, the “OFAC List”).

The Company further agrees that it, together with its affiliates and subsidiaries, will not: (1) sell Reagan Wireless product to any person on the OFAC List, or to any country or entity on the OFAC List or otherwise subject to a U.S. trade embargo or economic sanction; (2) have any manager, officer, or director who is a blocked or prohibited party; or (3) have beneficial ownership of 50% or more held, individually or in the aggregate, by any blocked or prohibited party. The Company will promptly notify Reagan Wireless of any change to the above.

All product ships FOB Deerfield Beach, FL, whether shipped by Reagan Wireless or by a customer-supplied carrier. Any exception must be in writing from Reagan Wireless’s accounting department. Title and risk of loss pass to the Customer upon shipment from Reagan Wireless’s loading dock. On receipt, the Customer must inspect the shipment and obtain written acknowledgment from the carrier of any shortage, loss, or damage. The Customer must report any shortage, loss, or damage to Reagan Wireless in writing within three (3) business days of receipt; otherwise the Customer accepts the shipment in full and waives any related objection.

“Product” means any goods or services provided by Reagan Wireless.

The Customer agrees to pay all charges according to the payment terms stated on each invoice. Upon any payment default, the entire outstanding balance on all invoices becomes immediately due.

Past-due amounts accrue simple interest at 1.5% per month, or the maximum rate allowed by law, whichever is less.

The Customer authorizes Reagan Wireless to perform credit checks, including contacting credit reporting agencies, bank references, and the trade references listed in this application, to determine the Customer’s credit history and status.

Reagan Wireless’s failure to insist on strict performance, or to exercise any right, on one or more occasions is not a waiver of its right to enforce that or any other term in the future.

This relationship is governed by Florida law. Any dispute will be resolved solely and exclusively in the state or federal courts located in Broward County, Florida. The parties intend this venue to be mandatory and exclusive, and they waive litigation in any other jurisdiction.

If either party retains an attorney to enforce this Agreement, an invoice, a sales order, or the Terms of Use on Reagan Wireless’s website, the prevailing party (or the non-defaulting party where no action is filed) is entitled to recover its reasonable attorneys’ fees — including the value of in-house counsel and any collection-agency fees — and costs, through all appeals.

Each party represents and warrants that it is duly authorized to enter into these Terms and that they are valid, binding, and enforceable against it. For thirty (30) days from the date of shipment, unless Reagan Wireless agrees otherwise in writing, Reagan Wireless warrants that: (1) all products conform to the description in the sales order and invoice; and (2) the products do not violate any U.S. law, infringe any third party’s intellectual property, or breach any contract to which Reagan Wireless is a party.

Reagan Wireless is a reseller of telecommunications equipment. NO MANUFACTURER WARRANTY IS OFFERED OR IMPLIED. Products are sold “AS IS” except for the limited warranty above, and there are no warranties beyond those stated here, in the sales order, or in the invoice. ANY PRODUCT THAT HAS BEEN ABUSED, MISUSED, ALTERED, TAMPERED WITH, UNLOCKED, OR HAD ITS SOFTWARE ALTERED IS SOLD WITH NO WARRANTY OF ANY KIND.

The Customer agrees to comply with all applicable laws and to adopt and maintain the policies, procedures, and training needed to ensure that its officers, employees, agents, joint venturers, and other business partners do the same.

The Customer will defend, indemnify, and hold Reagan Wireless harmless from any claim, demand, suit, loss, cost, damage, expense, liability, judgment, settlement, or regulatory action (collectively, a “Claim”), including reasonable attorneys’ fees and the value of in-house counsel, arising from or relating to the Customer’s: (1) breach of this Agreement; (2) unauthorized or unlawful actions; (3) negligence, gross negligence, or recklessness; (4) willful misconduct; or (5) fraudulent, wrongful, or criminal conduct. Reagan Wireless may participate in the defense with counsel of its choice at its own expense. This obligation is not subject to any limitation of liability in this Agreement and survives its termination or expiration.

EXCEPT FOR THE CUSTOMER’S INDEMNIFICATION OBLIGATIONS, REAGAN WIRELESS’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE REPLACEMENT VALUE OF THE PRODUCTS PURCHASED BY THE CUSTOMER IN THE ONE (1) YEAR BEFORE THE EVENT GIVING RISE TO THE CLAIM. THIS LIMIT APPLIES TO ALL CLAIMS IN THE AGGREGATE, INCLUDING BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, AND MISREPRESENTATION.

This section applies only to products that are defective, damaged, or missing parts:

• No return is accepted without Reagan Wireless’s prior written authorization, which will not be unreasonably withheld.
• Defective items are accepted only within the Reagan Wireless warranty period and only if they have not been abused, misused, altered, tampered with, unlocked, or had their software altered.
• Return authorization must be requested within thirty (30) days of shipment, and the product must be received by Reagan Wireless within fifteen (15) days of the authorization.
• Original shipping and handling are non-refundable.
• The Customer is responsible for return shipping and proof of delivery, must retain all tracking information until credited, and must pack returns properly and fully insure them.
• Returns are subject to a 15% restocking fee, except for defective or incompatible items.
• Non-product fees (such as installation or special delivery charges) are non-refundable.
• Unauthorized returns are not accepted. All returns must include every kitted accessory; missing items are subject to a replacement charge.

NO RETURNS ARE ACCEPTED FOR BUYER’S REMORSE OR FOR ANY PRODUCT THAT HAS BEEN ABUSED, MISUSED, ALTERED, TAMPERED WITH, UNLOCKED, OR HAD ITS SOFTWARE ALTERED. THE CUSTOMER PAYS ALL SHIPPING ON ANY NON-APPROVED RETURN.

The undersigned (the “Guarantor”), who has a financial interest in the Customer and benefits from the transactions under this Agreement, personally guarantees the Customer’s payment of all amounts now or hereafter owed to Reagan Wireless. The Guarantor waives notice of Reagan Wireless’s acceptance of and reliance on this guaranty, notice of sales made to the Customer, and notice of the Customer’s default.

The Guarantor’s obligations are not affected, excused, modified, or impaired by any event, and are not subject to any set-off, counterclaim, or defense the Guarantor or the Customer may have against Reagan Wireless. Reagan Wireless may enforce this guaranty directly against the Guarantor first, without first pursuing or exhausting any other remedy.

The Guarantor agrees to pay all of Reagan Wireless’s costs, expenses, and reasonable attorneys’ fees (including the value of in-house counsel and any collection-agency fees) incurred in enforcing this guaranty, plus interest of 1.5% per month (or the maximum rate allowed by law, whichever is less) on amounts owed until collected. This guaranty binds the Guarantor’s heirs, successors, assignees, and representatives, and benefits Reagan Wireless’s successors and assigns. It is governed by Florida law and is performable in Broward County, Florida, where any dispute will be resolved. If more than one person signs as Guarantor, their obligations are joint and several.