This Agreement contains the terms and conditions that apply to the purchase by you ("You") from Keating Technologies Inc. ("Keating") of computer systems and/or related products (collectively referred to as "Product") and/or services and support to You.

YOU AGREE TO BE BOUND BY THIS SALE AGREEMENT AND ACCEPT THE FOLLOWING TERMS AND CONDITIONS UNLESS YOU HAVE SIGNED A SEPARATE PURCHASE AGREEMENT WITH KEATING, IN WHICH CASE THE SEPARATE AGREEMENT SHALL APPLY.

Keating reserves the right to add, delete or amend these Terms and Conditions at any time without prior written notice to you.

This Agreement sets out the entire agreement between You and Keating concerning the purchase of Product. Other than as may be specifically set out in any separate written purchase agreement signed by both You and Keating, these terms and conditions may not be altered or amended by any other document(s). In the event of any conflict between the terms and conditions of this Agreement and any other document(s), other than a separate written purchase agreement signed by both You and Keating, You agree that only the terms and conditions of this Agreement shall apply.

A. Quotes; Orders; Payment terms; Interest
Any Product quotation provided by Keating will only be valid for the length of time set out in the Product quotation. If no length of time is stated in the Product quotation, then the Product quotation will only be valid for forty-eight (48) hours. All advertised Product prices are in Canadian Dollars and exclude shipping and handling charges and taxes, unless otherwise noted. Product pricing is subject to change by Keating at any time without notice to You. Product availability may be limited and Products may not be available for immediate delivery. For all prices, Products and offers, Keating reserves the right without liability or prior notice to You to make adjustments due to changing market conditions, product discontinuation, manufacturer price changes, errors in advertisements or other appropriate circumstances, and Keating may also modify or substitute products and components of similar functionality and specifications prior to shipping.

Keating also has the right to refuse or cancel any Product order(s). Product orders are not binding upon Keating until they are accepted by Keating. Products will be paid for by credit card from a Canadian financial institution, subject to the approval of Keating and the financial institution issuing the credit card, and Keating shall not be liable in any way for any refusal to accept or honor the credit card for any reason. If credit terms have been agreed to by Keating, invoices are due and payable according to the terms stated on the invoice. You agree to pay interest on all amounts past due at a rate of one and one-half percent (1.5%) per month compounded monthly, not in advance, which is the equivalent of nineteen and six-tenths (19.6%) percent per annum.

B. Shipping and Handling charges and Applicable Taxes
Shipping and handling charges and applicable taxes are extra and will be shown separately on the invoice. You are responsible for all sales, goods and services, and other taxes associated with purchase of your Product. To receive any tax exemption that may be available to You, You must provide Keating with a valid and correct tax exemption certificate applicable to the Product ship-to location prior to Keating's acceptance of the Product order.

C. Title and Risk of Loss or Damage
You will receive ownership of your Product(s) upon delivery to You. Any loss or damage that occurs to the Product during shipping is Keating's responsibility. Ownership of software used by the Products will remain with the applicable licensor(s). Product ship dates are estimates only and Keating is not liable for any delays in Product shipment or the failure to ship the Product by the estimated ship date.

D. Limited Warranty
Keating warrants to the original purchaser that the Product will be free from defects in materials and workmanship for a period of three (3) years from the original date of purchase. Should the Product fail to conform to this warranty during the warranty period, Keating will, at its option, either repair or replace the Product at no charge to You.

This limited warranty does not cover software, disks, or any related documentation. Keating will not be liable for any loss or alteration of software, operating systems, or data stored on equipment returned by You for repair. You are advised to back up all data before returning any Product to Keating for service. Keating will not be responsible for any loss of data, or for any non-standard hardware or software that was not included in the original sale.

Normal computer use is covered by this warranty and includes the cost of parts and labour to fix any manufacturer defect on your computer. THIRD-PARTY SOFTWARE IS EXCLUDED FROM THIS WARRANTY. ANY WARRANTY APPLICABLE TO SOFTWARE IS THE SOLE RESPONSIBILITY OF THE SOFTWARE LICENSOR. KEATING SHALL NOT BE HELD RESPONSIBLE UNDER THIS WARRANTY IN ANY WAY FOR ANY DAMAGES OR LOSS RESULTING FROM A CAUSE OTHER THAN DEFECTS IN MATERIALS OR WORKMANSHIP RELATING TO THE REPAIR OR REPLACEMENT OF A DEFECTIVE PRODUCT.

E. Software
All software is provided subject to the software license agreement(s) included with the software package(s) accompanying the Product. You agree that You will be bound by all such software license agreement(s) other than for any software that You return in an unopened package with seal intact, either to Keating or to the applicable software licensor. Keating does not make any warranties concerning any software under this Agreement. Warranties, if any, for the software are contained in the license agreement that applies to its purchase and use.

F. Third Party Products
Third Party products carry different warranty policies than Keating products. Any warranty and technical support provided on a Third Party product is provided by the original manufacturer and not by Keating. The warranties and technical support for Third Party products may vary from product to product. Keating does offer "Pay-as-you-go" technical support on a fee for service basis for some Third Party products. See www.keating.com/MainTechSupport/techsupport.htm for more details.

G. Return Policies
Under Keating's Rest Assured Return Policy, You may return your new Keating branded notebooks directly to Keating within thirty (30) calendar days from date of invoice. To return Products you must follow Keating's return procedures, including obtaining a Return Merchandise Authorization (RMA) number by calling 1-800-563-9233 before shipping your Product to Keating.

Keating will only refund the original purchase price of Products, unperformed services and related sales, goods and services, and other taxes that have been fully paid for. SHIPPING & HANDLING, DELIVERY AND SIMILAR FEES (INCLUDING RELATED SALES TAXES) ARE NOT REFUNDABLE. YOU ARE SOLEY RESPONSIBLE FOR YOUR PRODUCTS UNTIL KEATING RECEIVES THEM. Returned Products must be in the same condition as you received them. You must return all pre-loaded software. You may return purchased software only if the software package has not been opened and the seal is intact. No refund will apply to any preloaded or other software that is not returnable.

Except in the case of defective Products, all Products must be returned with all shipping and insurance charges pre-paid and at your expense. If the shipment is not insured, you agree that you are at risk for any Product loss or damage during shipping.

Defective Product can be returned for repair, or at Keating's option, replacement. Keating reserves the right to substitute defective Product and/or parts with Product and/or parts of similar functionality and specifications. You must obtain an RMA number from Keating by calling 1-800-563-9233 prior to returning any defective Product or part to Keating. Defective Product and/or parts will be handled in accordance with Keating's then current RMA policy and procedures and those of the Third Party service provider relating to extended warranties. Keating will provide service instructions to You when issuing an RMA number.

NO returns of any type will be accepted without an RMA number. For faster service, please have the following information on hand when calling for an RMA number: your name, Product invoice number, Product serial number, and a description of the nature of the problem. Product(s) must be returned within ten (10) calendar days of receiving an RMA number.

H. Technical Support
Keating will provide general service and technical support to all of its customers, in accordance with the then-current service and technical support policies and conditions in effect. For end-user customers, Keating promises that its support people will attempt to handle any problem involving Keating-branded Products over the telephone. However, Keating's support people may not always be able to understand or resolve any given problem. Service assistance levels may vary from Product to Product. If you purchase optional services and support, Keating and/or a third party service provider will provide the optional service and support to You in accordance with the then-current terms and conditions in the optional service contract between Keating and/or the third party service provider and You (which are available by contacting Keating Rest Assured Services at 1-800-563-9233). Keating and/or the third party service provider may revise their general and optional service and support programs and the terms and conditions that govern them at any time without notice to You. The optional services and support programs and their terms and conditions that are in place at the time of your purchase will apply to your purchase. Keating has no obligation to provide service or support until Keating has received full payment from You for the Product and/or the service/support contract for which service or support is requested, and no obligation to support any product bought outside of an authorized territory or point of sale.

I. Limitation of Liability
THE WARRANTIES EXPRESSED IN THIS AGREEMENT OVERRIDE ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE, OTHER THAN THOSE WARRANTIES IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER APPLICABLE LAW. THE TERMS OF ANY IMPLIED WARRANTIES THAT CANNOT BE DISCLAIMED ARE LIMITED TO THE TERMS OF THIS AGREEMENT. KEATING'S MAXIMUM LIABILITY UNDER ANY WARRANTY SHALL NOT IN ANY EVENT EXCEED THE TOTAL PURCHASE PRICE PAID BY YOU FOR PRODUCT AND SERVICES.

IN NO EVENT SHALL KEATING (INCLUDING ANY RELATED COMPANIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS) BE LIABLE FOR ANY DAMAGES RELATED TO YOUR PURCHASE OF PRODUCT OR SERVICES HEREUNDER, EVEN IF KEATING HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

KEATING SHALL NOT BE LIABLE TO YOU FOR ANY DAMAGE OR LOSS, OR IF KEATING IS UNABLE TO PERFORM ANY OF ITS OBLIGATIONS SET OUT IN THESE TERMS AND CONDITIONS, DUE TO MATTERS BEYOND THE CONTROL OF KEATING, INCLUDING, BUT NOT LIMITED TO, (1) NEGLECT, ACCIDENT, UNREASONABLE USE, VIRUSES, SERVICING OR MODIFICATION BY ANYONE OTHER THAN KEATING OR ITS AUTHORIZED AGENT WHICH OCCURS TO PRODUCT, INCLUDING CAUSED BY TRANSIT TO THE MANUFACTURER FOR SERVICE, RETURN, OR EVALUATION, (2) ACTS OF GOD, CASUALTY, WAR, STRIKE, LOCKOUT, EPIDEMIC, DESTRUCTION OF PRODUCTION FACILITIES, RIOT, INSURRECTION, ACT OF TERRORISM OR OTHER CIVIL DISOBEDIENCE, ANY NATURAL DISASTER INCLUDING AN EARTHQUAKE, FIRE, FLOOD, LIGHTNING, ELECTRICAL SURGES, OR IMPROPER POWER SOURCES, OR (3) ANY OTHER CAUSE BEYOND KEATING'S REASONABLE CONTROL.

J. Governing Law
THIS AGREEMENT AND ANY PRODUCT SALES MADE UNDER THIS AGREEMENT ARE MADE IN THE PROVINCE OF ONTARIO AND SHALL BE INTERPRETED ACCORDING TO THE LAWS OF THE PROVINCE OF ONTARIO AND THE APPLICABLE LAWS OF CANADA. YOU AND KEATING AGREE THAT ALL DISPUTES RELATING TO THIS AGREEMENT SHALL BE SUBMITTED TO THE COURTS OF THE PROVINCE OF ONTARIO.

K. Export Control
Products purchased or received under these terms and conditions shall be subject to any applicable export laws and regulations of Canada and the United States of America. You agree to comply with those laws and regulations whenever you export or re-export controlled products or technical data obtained from Keating.

L. Not for Resale
You agree and confirm that you are buying the Product(s) only for your own personal use and not for the purpose of resale. Product resellers and distributors may inquire at 1-800-563-9233 for the applicable terms and conditions of sale.

M. Headings
The headings of each of these terms and conditions are for convenience of reference only and shall not form part of the terms and conditions of this Agreement. Such headings shall be ignored in the interpretation of any of these terms and conditions.

N. Privacy Notice
Keating is committed to respecting your privacy. We have designed our website and our sales data collection processes to protect your individual privacy. Whenever you give us personal data, you are consenting to its collection and use in accordance with our privacy policy. If you request something from our website or through email, for example a service, callback or specific marketing materials, we will use your collected data to fulfill your request. If you believe you have received communications from Keating in error or no longer desire to receive communications from Keating, please inform us and we will remove your name from our mailing lists. We will not share your personal information with any other organization without your consent unless required by law. Our privacy policy may change from time to time, so please check it whenever you give us personal data. If you have any questions about this privacy policy, please contact privacy@keating.com.