WordStock® Hardware Purchase Agreement

For mutual considerations, WordStock and Client hereby agree that WordStock will sell and Client will buy certain computer equipment under the following terms and conditions:

1. Definitions

Software means the computer programs developed or marketed by WordStock and Documentation for using them, as well as printed or magnetically-encoded materials relating to them.

Computer System means the devices on which the Software is installed, as described in the attached Schedule A, which is a part of this Agreement.

Documentation means the WordStock Manual and its updated editions.

Hardware Fee means the money that Client is to pay WordStock, in U.S. Dollars, for the Computer System as listed on the attached Schedule B. The Hardware Fee is listed on the attached Schedule B, which is a part of this Agreement. Client agrees to pay the Hardware Fee to WordStock according to the payment terms shown on Schedule B.

2. Title, Ownership, and Security Interest

WordStock shall retain title to and ownership of the Computer System until WordStock has received from Client all payments due. Until receipt of full payment of the Hardware Fee and applicable taxes and duties, WordStock reserves a purchase money security interest in each item of the Computer System and the proceeds from the disposition of any such item. If requested, Client shall deliver to WordStock signed financing statements as WordStock may require.

3. Shipment

Shipment of the Computer System shall be made by a carrier of WordStock's choice, and shall be insured for the full replacement value. Client shall pay all transportation and insurance costs. The items of the Computer System shall be shipped to Client's address, as written above.

4. No Warranty

(a) WordStock offers no warranties, express or implied, with regard to any item(s) of the Computer System. Certain manufacturers of items of the Computer System may offer limited warranties on particular items.

(b) EXCEPT AS EXPRESSLY AUTHORIZED BY AN APPLICABLE AND AUTHORIZED HARDWARE MANUFACTURER, CLIENT HEREBY WAIVES ALL WARRANTIES RELATED TO THE COMPUTER SYSTEM AND/OR ITS OPERATION, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WORDSTOCK NEITHER ASSUMES NOR AUTHORIZES CLIENT OR ANY OTHER PERSON TO ASSUME FOR WORDSTOCK ANY WARRANTY. WORDSTOCK SHALL NOT BE LIABLE TO CLIENT FOR INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, INCLUDING THE LOSS OF PROFIT, OR DAMAGES STEMMING FROM THE LOSS OF DATA OR DATA BEING RENDERED INACCURATE. EVEN IF WORDSTOCK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, WORDSTOCK'S LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT OF THE HARDWARE FEE.

5. Client Responsibilities

Client shall be solely responsible for the supervision, management, and use of the Computer System, including but not limited to: (1) assuring proper Computer System operation and maintenance; (2) following appropriate procedures to satisfy requirements for proper operating environment, security and accuracy of input and output, and restart and recovery in the event of a malfunction; (3) installing all proper electrical wiring and assuring compliance with all applicable laws, regulations, and codes; and (4) using the Computer System only as described in the Documentation and manufacturers' manuals.

6. Taxes

Client shall pay all taxes and duties applicable in connection with this Agreement. Such taxes and duties may be invoiced separately from the Hardware Fee. Client accepts sole responsibility for any such taxes and duties incurred in connection with this Agreement.

7. General

(a) This Agreement constitutes the entire agreement between WordStock and Client and supersedes all previous understandings. No waiver or modification of any portion of this Agreement shall be effective unless made in writing and signed by an authorized officer of WordStock.

(b) All notices pursuant to this Agreement shall be in writing by a return receipt method, and shall be sent to WordStock or Client at the address shown on page 1 of this Agreement, unless either party notifies the other in writing of a new address.

(c) This Agreement shall be governed in accordance with the laws and in the State and Federal Courts of Massachusetts. Both Client and WordStock waive any objections to the personal jurisdiction and venue of such courts. Any such action except to collect money due by Client shall be brought within one (1) year following the discovery of the event giving rise to such action.

(d) Paragraphs 4, 6, and 7 shall survive termination of this Agreement for any reason.

(e) The rights of WordStock and obligations of Client under this Agreement shall inure to the benefit of WordStock's successors, assignees, licensors, and licensees. The provisions of this Agreement are severable.

(f) WordStock shall not be liable to Client for any delay or failure to perform its obligations under this Agreement or otherwise if such delay or failure arises from any cause or causes beyond the reasonable control of WordStock, including but not limited to labor disputes, strikes, acts of God, shortages of materials, war, embargoes, or

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