Terms and Conditions

Product Purchase or Service Performed

These terms and conditions of Services are the terms and conditions upon which WAVEnet technologies, inc. ("WTI") performs all services. WTI will not accept any other terms and conditions of service, unless Buyer and WTI have executed a master contract which specifically supersedes and replaces these terms and conditions. Acceptance of all request for Services is expressly made conditional upon Buyer's assent, expressed or implied, to the terms and conditions set forth herein without modification or addition.

1. ACCEPTANCE: Buyer's acceptance of these terms and conditions shall be indicated by any of the following, whichever first occurs: (a) Buyer's making of an verbal or electronic offer to request Service from WTI; (b) Buyer's written acknowledgment hereof; or (c) any other act or expression of acceptance of Services by Buyer. WTI's acceptance is expressly limited to the terms and conditions hereof in their entirety without addition, modification or exception, and any term, condition or proposals hereafter submitted by Buyer (whether oral or in writing) which is inconsistent with or in addition to the terms and conditions set forth hereon is objected to and is hereby rejected by WTI. WTI's silence or failure to respond to any such subsequent or different term, condition or proposal shall not be deemed to be WTI's acceptance or approval thereof.

2. INVOICE AND PAYMENT: Unless otherwise specified, payment terms for WTI Services are DUE UPON RECEIPT. All unpaid invoices shall bear interest at an amount equal to 1-1/2% of the outstanding balance per month (or the maximum rate of interest allowed to be contracted for by law, whichever is less), commencing upon the date payment is due. Buyer's failure to make timely payment may result in such action as commencement of proceedings for collection, revocation of credit, stoppage of Service, delay or cessation of future services, and termination of any one or more Service agreements. Notwithstanding any "net" payment provisions specified on the invoice, WTI shall have no continuing obligation to provide Service on credit, and any credit approval may be withdrawn by WTI at any time and without prior notice.

3. LIMITATION OF LIABILITY: WTI shall not be liable under any circumstances for any special, consequential, incidental, PUNITIVE or exemplary damages arising out of or in any way connected to the Services perform by WTI or any affiliate of WTI whatsoever. In addition, WTI will not be liable for any damages for lost profits, loss of use, lost data, or any other loss to customer whatsoever due to Services performed by WTI. The foregoing limitation of liability shall apply whether any claim is based upon principles of contract, warranty, negligence or other tort, breach of any statutory duty, principles of indemnity or contribution, the failure of any limited or exclusive remedy to achieve its essential purpose, or otherwise. The cost of Service billed by WTI shall constitute the total liability by WTI and shall represent the sole remedy of Customer.

4. GENERAL: These terms and conditions shall constitute the final, complete and exclusive agreement of the parties with respect to all sales by WTI to Buyer and shall supersede all prior offers, negotiations, understandings and agreements. Unless Buyer and WTI have executed a master contract which specifically supersedes and replaces the terms and conditions herein, it is expressly agreed that no prior or contemporaneous agreement or understanding, whether written or oral, shall contradict, modify, supplement or explain the terms and conditions contained herein. No additional or different terms or conditions, whether material or immaterial, shall become a part of any sales agreement unless expressly accepted in writing by an authorized officer of WTI. Any waiver by WTI of one or more of these terms and conditions or any defaults hereunder shall not constitute a waiver of the remaining terms and conditions or of any future defaults hereunder. No failure or delay by either party in exercising or enforcing any right hereunder shall operate as a waiver thereof or preclude any other exercise or enforcement of rights hereunder. Any provision of these terms and conditions that is prohibited or unenforceable under the laws of the State of Florida shall be ineffective to the extent of such prohibition or unenforceability, without impairing or invalidating the remaining provisions of these terms and conditions. All sales agreements shall be deemed made in, and shall be governed by, the laws of the State of Florida. The venue for any disputes arising out of any sales agreement shall be, at WTI's sole and exclusive option, Okaloosa County, Florida or the courts with proper jurisdiction at Buyer's location.

5. NON-SOLICITATION: Customer agrees to NOT SOLICIT FOR EMPLOYMENT, hire or engage as an independent contractor, or facilitate any organization with which the Customer is associated to do same, ANY WTI EMPLOYEE whatsoever. Customer acknowledges that such action causes IRREPARABLE HARM to WTI, and Customer agrees to pay all subsequent punitive damages due to such action.

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