Unless otherwise specified on a contract or statement of work signed by both Buyer and Interactive Innovations, LLC , the following Terms & Conditions do apply to any software sold or services provided:   

1. PAYMENT TERMS. Unless otherwise specified on a contract or statement of work signed by both Buyer and Interactive Innovations, LLC. Interactive Innovations, LLC reserves the right to require payment in advance of delivery. In the event Buyer fails to pay any invoice when due, in addition to any other right reserved hereunder, Interactive Innovations, LLC reserves the right to suspend or limit performance until all past due sums are paid. Further, Interactive Innovations, LLC reserves the right to charge interest at the rate of one and one half percent (1.5%) per month, or the maximum rate permitted by law, whichever rate is lower, on any unpaid balance owing by Buyer from the date due until the date paid. It is agreed that title to any software described herein not fully paid for at the time of delivery to Buyer shall be retained by and remain in Interactive Innovations, LLC until said purchase price is fully paid and if the purchase price is to be paid on an installment basis, Buyer will prior to the time of delivery execute a note, security agreement and financing statement for such purchase price, all upon forms customarily used by Interactive Innovations, LLC in similar transactions. 

2. TAXES. Except as otherwise specified, the prices stated do not include any state, federal, or local sales, use or excise taxes applicable to the sale, delivery, or use of software or services sold hereunder, including, as applicable, associated software delivered with such services, and the Buyer expressly agrees to pay to Interactive Innovations, LLC, in addition to the prices stated, the amount of any such taxes, which may be imposed upon or payable by Interactive Innovations, LLC. 

3. SOFTWARE LICENSING. Software delivered hereunder, or specifically designed, is licensed and not sold. Interactive Innovations, LLC shall transfer the license granted by Third Party Software Manufacturers for said Software to Buyer. The license(s) granted are subject to and include(s) restrictions placed by the Third Party Software Providers. 

4. GOVERNING LAW. This Agreement shall be construed in accordance with, and the rights of the parties shall be governed by, the laws of the State of Colorado, U.S.A., as the same would be applied to transactions between residents thereof, but without regard to that state’s conflict of laws principles. 

5. NO WAIVER. No failure by either party to exercise and no delay in exercising any right, power or privilege hereunder will operate as a waiver hereof, nor will any single or partial exercise of any right or privilege hereunder preclude further exercise of the same right or the exercise of any right hereunder. A waiver on one or more occasions of any of the provisions hereof shall not be deemed a continuing one. 

6. DISCLAIMER AND LIMITATION OF LIABILITY. NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL INTERACTIVE INNOVATIONS, LLC BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, OR BUSINESS INTERRUPTION) ARISING OUT OF THE USE OF OR INABILITY TO USE ANY SERVICES, OR ASSOCIATED SOFTWARE DESCRIBED HEREIN EITHER SEPARATELY OR IN COMBINATION WITH ANY OTHER SERVICES, SOFTWARE OR OTHER MATERIALS EVEN IF INTERACTIVE INNOVATIONS, LLC HAS BEEN ADVISED OF THE POSSIBILITY OR CERTAINTY OF SUCH DAMAGES. INTERACTIVE INNOVATIONS, LLC SHALL HAVE NO OBLIGATION OR LIABILITY FOR ANY GRATUITOUS INFORMATION OR ASSISTANCE PROVIDED BY, BUT NOT REQUIRED OF INTERACTIVE INNOVATIONS, LLC HEREUNDER. INTERACTIVE INNOVATIONS, LLC’S TOTAL AGGREGATE LIABILITY HEREUNDER WHETHER BASED UPON CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE, SHALL IN NO EVENT EXCEED THE PRICE PAID BY BUYER FOR SERVICES SOLD HEREUNDER. 

7. ENTIRE CONTRACT. These Standard Terms and Conditions shall comprise the exclusive terms, conditions and agreements of the parties respecting sale of services described herein, and supersede any provisions on the face and reverse side of Buyer’s order or any prior agreement inconsistent with the provisions hereof. Acceptance by Buyer of such services covered hereunder shall, absent a contrary agreement in writing signed by Interactive Innovations, LLC, constitute acceptance of these Standard Terms and Conditions. The invalidity of the whole or in part of any provisions hereof shall not affect the validity of any other provision. The headings of the sections herein have been inserted for convenience of reference only and shall not affect the interpretation of any of the provisions hereof.