Hardware Sales and Service Terms and Conditions

Version: 01-September-2007

Rise Vision USA, Inc., a subsidiary of Rise Vision Incorporated, (“Rise Vision”, “Rise” “we”, “our” or “us”) provides hardware sales and service together with Rise Display Network Services as defined by the Rise Display Network Terms of Use (www.risedisplaynetwork.com/terms) which Terms of Use are incorporated into these Terms and Conditions by reference as if set forth fully herein, for the purposes of showing content on visual displays (collectively “Products and Services”). You have subscribed to purchase hardware together with the Rise Display Network Services as evidenced by your execution of the Rise Agreement and applicable Rise Product Schedule.

These Terms and Conditions together with the Rise Display Network Terms of Use, in conjunction with your executed Rise Agreement and Rise Product Schedule (collectively the "Agreement") sets forth the legally binding terms for the purchase of the Products and Services. You agree to be bound by this Agreement and if you are entering into this Agreement on behalf of a company or other legal entity, as indicated in the executed Rise Agreement and Schedule, you represent that you have the authority to bind such entity to the Agreement, in which case the terms "you" or "your" shall refer to such entity.

We may modify these terms and conditions from time to time and such modification shall be effective upon posting on our websites (www.risedisplay.com/terms for Hardware; www.risedisplaynetwork.com/terms for Display Network Terms of Use). You agree to be bound to any changes to the Agreement when you use the Services after any such modification is posted.

Charges and Payment

Payment is due as per the payment terms of your Rise Agreement and Rise Product Schedule(s) (the “Order) and if applicable you authorize Rise Vision to automatically charge your credit card at such time as these payments come due. We accept American Express, Visa or MasterCard credit cards that have been issued in the U.S. or Canada and have a verifiable U.S. or Canadian billing address. Checks payable in U.S. currency should be made payable to Rise Vision USA, Inc. (22109 W 83rd Street, Shawnee, KS 66227) and Checks payable in Canadian currency should be made payable to Rise Vision Inc. (302 The East Mall, Suite 301, Etobicoke, Ontario, Canada M9B 6C7), for wire transfer information please send an Email to sales@risedisplay.com or call toll-free 1-877-538-7473.

Rise charges sales tax on all orders shipping within the US or Canada. To claim exemption from these taxes you must provide a Sales Tax Exemption Certificate for the state or province the product is shipped to prior to shipment being made.

Rise reserves the right to refuse any Order or the payment therefore and if payment is delinquent according to your Agreement, Rise may cancel the Order and/or cease all on-going Services with or without notice to you. Overdue invoices are subject to interest of 1.0% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection.

Shipping and Handling

Shipments are fully insured. Upon delivery, it is your sole responsibility to inspect the packages to ensure the items are not physically damaged. Do not sign the delivery acceptance until you have inspected the package and you are certain that there is no physical damage. If there is visible damage, inform the driver and refuse delivery. Then notify us immediately at 1-877-538-7473. By signing for the delivery, you are legally accepting the shipment and confirming that it is in good condition, and you cannot dispute charges for a physically damaged unit once it has been accepted. Concealed damages must be reported within 24 hours of delivery. Upon receiving your shipment, please open, examine and test your unit immediately to ensure no concealed damage has occurred. You will be deemed to have accepted the goods and Rise will not be held responsible for concealed damages not reported within 24 hours of delivery.

YOU ARE RESPONSIBLE FOR THE RECEIPT OF ALL SHIPMENTS TO YOU AND THE SUBSEQUENT SAFE HANDLING, SECURE STORAGE AND REPLACEMENT OR REPAIR IN THE EVENT OF LOSS OR DAMAGE OCCASIONED BY YOUR ACTIONS OR FAILED RESPONSIBILITIES.

All shipments are F.O.B. Destination. If you delay shipment and/or receipt for more than 60 days from the originally scheduled ship date as defined in your Order, you agree to pay the full balance due with storage fees at the rate of 5% of the total Order price or $750, whichever is less per month, in advance until the Order is shipped and accepted.

Installation Services

Installation services unless otherwise noted, will be provided between the hours of 8:00am to 5:00pm local time, Monday through Friday, holidays excluded. Installations at any other time are, subject to additional charges and are not included in the purchase cost unless specifically noted in the Order.

From time to time specified products may become discontinued or their delivery delayed such that the installation schedule may be adversely impacted and as such we reserve the right to make substitutions so long as the substituted products meet the system performance requirements contained in the Order. Installation Services do not include pre-installation site meetings, unless specifically noted in the Order.

On-site Installation, if ordered, includes on-site installation of the Products and Services by our installers, or if union labor is required by you, such union labor is to be provided by you and at your expense, the installer will instruct and direct the union labor to complete the installation, but we shall not be held responsible for any defects due to defective labor installations.

You are responsible for (a) the installation of any equipment, software and communication infrastructure supplied by you and if our Products and Services fail to operate with same for whatever reason, it is your responsibility to diagnose and correct the issue or instruct us to do so at which time we will complete this work at our then current rates, such charges to be mutually agreed to in advance, (b) installation of display mounting structures and surfaces including the reinforcement of existing walls to support the total weight of the displays and related hardware, (c) approved drilling and mounting locations for ceiling mounted installations, clearly marked, in accordance with all applicable building codes, (d) all necessary permits to conform to applicable building codes and regulations, (e) union labor, taxes and any other site related costs, fees or service charges, (f) rental of lift equipment or any such additional equipment required for installation, (g) installation of power, network, cable TV and video cable connections including junction boxes, conduits and floor boxes, and (h) setup of third party data and any associated data provider exchange and display fees.

If we are unable to install the Product and Service solution, either on-site or remotely, as scheduled because of events outside of our control, including, but not limited to: changes by you; union labor delays; power, computer hardware, network setup or data which are not available or functioning, we will charge, and you agree to pay for, all additional time at our then current hourly rate plus additional travel and out-of-pocket expenses if applicable to make such Products and Services functional.

We shall maintain at all times throughout the project, worker’s compensation insurance with applicable statutory limits, $2,000,000 for employer’s liability, comprehensive public liability insurance including products-completed operations, contractual liability coverages, bodily injury, and property damage.

Limited Warranty, Parts Warranty, and Service Plan

Your display(s) have a Limited Warranty to be free of defects for a period of 90 days from the date your order was shipped. Furthermore, you shall be entitled to the benefit of the manufacturer's equipment warranties on the components that make up your installation and any warranty on such equipment shall be for the term established by the manufacturer only on a return to depot basis and Rise will only provide on-site service for this equipment at our then current rates. Warranty service for defective installation and integration shall be handled in a reasonable and timely manner. During the warranty period, the Products and Services ordered and provided will conform to Rise specifications, drawings, or samples, and will be free from defects in material and workmanship. This limited warranty will not apply if the failure was caused by any accidents, alterations, abuse, or misuse of products, or by the acts or failure to act of any person or persons other than Rise, its employees, agents, or contractors. Except for this warranty and the statutory warranty of title, RISE MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESSED OR IMPLIED, AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ANY OTHER MATTER WITH RESPECT TO PRODUCT AND SERVICES OREDERED. Any repair work done except as authorized by Rise voids any and all warranties and Rise will not be liable for any costs or damages
relating thereto.

Parts Warranty, if purchased, is available for the Parts Warranty Term stated in your Order. It is non-renewable, and may not be purchased after shipment of your Order. The Parts Warranty provides you with the repair or replacement of hardware parts and any required shipping within the US and Canada. If it is determined that a component must be replaced then Rise will, in most cases, ship that component to arrive at your location within 48 hours; Monday through Friday; 8:00am to 5:00pm local time, holidays excluded. If the shipment is dispatched after 3:00pm Central Standard Time, the shipment may take an additional business day to arrive at your location. If you or your authorized representative, are not at the location when the carrier arrives, the carrier will leave a delivery attempt notice and will attempt redelivery. If you and the carrier are unable to coordinate acceptance of the shipment, you will need to call Rise and schedule another carrier visit and you may be subject to an additional charge. If you have not ordered and paid for the Service Plan under your Rise Agreement, you are responsible for all service and labor to remove the defective part or displays; replace them with the provided swap component or display, and package the defective component or display and return
it to Rise.

Service Plan, if purchased, is available for the Service Plan Term stated in your Order. It is non-renewable, and may not be purchased after shipment of your Order. The Service Plan provides you with the benefits of the Parts Warranty and on-site service within the US and Canada for the repair or replacement of failed hardware, including any travel time and costs for any necessary service calls between the hours of 8:00am to 5:00pm local time, Monday through Friday, holidays excluded. If it is determined on-site service is required a technician will, in most cases, be dispatched to arrive at your location within 48 hours of the request; Monday through Friday 8:30am to 5:00pm local time, holidays excluded. If it is determined an on-site service visit is required after 3:00pm Central Standard Time, the service technician may take an additional business day to arrive at your location. If we are unable to provide on-site service as scheduled because of events outside of Rise’s control, including without limitation Customer changes, union delays, the site, hardware or software not being accessible, or because the reason for the service visit is as a result of issues not covered by the Service Plan, Rise will charge, and you agree to pay, all travel and service time at our then current rates and all our out-of-pocket expenses. Rise may elect not to dispatch the service technician to replace a defective component until receipt of the replacement component at the applicable site has been confirmed.

The Limited Warranty, Parts Warranty and Service Plan extend only to uses for which the installation was designed. They specifically exclude: (a) remote troubleshooting and on-site service of non-Rise hardware and software, (b) failures that are the result of improper use of Rise hardware or software, such as, but not limited to, use of incorrect line voltages, use of incorrect breakers, use of incompatible software, devices or accessories, improper or insufficient ventilation, failure by non-Rise personnel to follow installation and operating instructions, accident, misuse, or abuse of the hardware, (c) willful damage, (d) acts of war or terrorism, (e) virus and or spyware infiltration of data or third party software, (f) an act of God such as, but not limited to, lightning, flooding, tornado, earthquakes, fire, and hurricanes, (g) individual pixel failures or normal degradation of LED’s over the life of the display, (h) burn in or image retention on LCD or plasma displays, (i) union labor fees, (j) rental of lift equipment or any such additional equipment required to perform service, (k) preventative maintenance, installation, de-installation, or relocation services, (l) repairs necessitated by third party software problems, or as a result of alteration, adjustment, or repair by anyone other than Rise personnel, or the moving of the software or hardware from one location or computer to another (m) costs incurred due to failures or delays in performance due to any cause beyond Rise’s reasonable control.

Miscellaneous

Under no circumstances will either party be liable to the other party (including any of such party’s affiliated or associated entities or agents) for any incidental, indirect, exemplary, special or consequential damages, or for loss of profits or revenue, in any way arising out of or related to this Agreement, regardless of the form of action, whether in contract, tort (including negligence), strict product liability or otherwise, even if a representative of such party has been advised of the possibility of or could have foreseen such damages. The liability of either party for damages or alleged damages, whether in contract, tort (including negligence) or any other legal theory, is limited to, and will not exceed the fees paid by you under the Agreement.

If any provision of these terms and conditions is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable and such provision shall not affect the enforceability of such provision under other circumstances, or the remaining provisions hereof or the Agreement under all circumstances.

The Agreement and any disputes or matters arising under, in connection with, or relating to the Agreement, shall be governed by and construed in accordance with the laws of the Province of Ontario, Canada and the federal laws of Canada applicable therein. Each of the parties hereto irrevocably attorns to the jurisdiction of the Province of Ontario, Canada, and further agrees to commence any litigation that may arise hereunder in the Superior Court of Justice, City of Toronto, Ontario, Canada. The parties hereto exclude the United Nations Convention on Contracts for the International Sale of Goods from the Agreement and any transaction between them that may be implemented in connection with the Agreement.

Notwithstanding anything contained herein to the contrary, neither Party shall export or re-export directly or indirectly any products subject to the Agreement without first obtaining the written approval or required export license from the United States Department of Commerce or any other agency of the United States or foreign government having jurisdiction over such transaction, when required by an applicable statute, regulation or order. Each Party hereby assures the other Party that it does not intend to nor will it knowingly, without any required consent of the Office of Export License Administration of the U.S. Department of Commerce, Washington, D.C. 20230, transmit or ship directly or indirectly to any Group or country specified in Supplements to Section 370 of the Export Administration Regulations issued by the U.S. Department of Commerce as may be amended from time to time.

Each Party will be responsible for complying with all applicable governmental regulations of any country having jurisdiction with respect to the use of the products they have purchased or licensed , including, but not limited to import and export restrictions, obtaining any necessary consents and registering or filing any documents. Each Party shall bear their own costs associated with such compliance. Each Party shall defend, indemnify and hold the other Party harmless from and against any and all claims, judgment, costs and expenses, including reasonable attorneys’ fees, arising out of the noncompliance with applicable governmental regulations, statute, decree or other governmental obligation with respect to the products they purchase or license hereunder.