Terms & Conditions

SARCOM, Inc. Terms and Conditions

Last Revised: August 1, 2008

The following is a list of the included Terms and Conditions on this page:

SARCOM, Inc. Terms of Service
OpsTRACK Sales Agreement
Software License Asset Manager Non-Liability Agreement

SARCOM, Inc. Terms of Service

1. Acceptance of Terms. This website is provided by SARCOM, Inc. (“Supplier”, "Wareforce Corp.", "Wareforce", "WF Acquisition Sub, Inc.", or ”CCIT”) (collectively with its subsidiaries, "SARCOM", "SARCOM, Inc.", "Wareforce", "Wareforce Corp.", "WF Acquisition Sub, Inc.", "CCIT", "we," "us,") subject to the following Terms of Service (the "Agreement"), which may be updated by us from time to time in our sole discretion. SARCOM, Inc. reserves the right to alter this Agreement without advance notice by posting a revised Agreement. You can determine when this Agreement was last revised by checking the "Last revised" legend at the top of the Agreement.

This Agreement applies to the following websites: www.sarcom.com, www.opstrack.com, and all sub-domains related to these websites, hosted by or on behalf of SARCOM, Inc. (collectively, the "Site"). In addition, when using particular service(s) provided through the Site, you agree that you are subject to any additional posted guidelines, rules, terms, and conditions applicable to such service(s), including without limitation the OpsTRACK Sales Agreement. All such guidelines, rules, terms, and conditions are hereby incorporated by reference into this Agreement. Finally, any agreement covering specific SARCOM, Inc. services that is signed by you and an authorized representative of SARCOM, Inc. and its dba’s Wareforce, Wareforce Corp., WF Acquisition Sub, Inc., or CCIT shall govern such services.

PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE USING THE SITE. YOUR USE OF THE SITE CONSTITUTES YOUR AGREEMENT TO ABIDE BY THE SARCOM, Inc. TERMS OF SERVICE THEN IN EFFECT.

The Site may not be available at all times or in all areas. SARCOM, Inc. may permit you to register for services, and/or deny service to you, at any time and in its sole discretion, including without limitation in the event you do not adhere to the Rules of Conduct set forth below. SARCOM, Inc. reserves the right to, at any time: (a) modify or discontinue, temporarily or permanently, the Site (or any part thereof) without notice; (b) charge fees for the use of the Site; and/or (c) modify or waive any fees charged in connection with the Site. You agree that SARCOM, Inc. shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Site, or of any Content or Service (as defined below). Your continued use of the Site after any such changes will indicate your acceptance of such changes.

Any questions about the meaning or application of this Agreement should be directed to info@sarcom.com.

2. Description of the Content and Services. SARCOM, Inc. provides users of the Site with access to certain content concerning SARCOM, Inc. and its products and services, including descriptions, contact information, links, and other specialized content (collectively, the "Content"), as well as opportunities to contact SARCOM, Inc. or third parties, and other features and services (all of the foregoing, collectively with the Content, the "Services"). All new features made available through the Site that were not made available as of the "Last Revised" date above shall automatically become subject to this Agreement.

3. Information Submitted Through or In Connection With the Site. Submissions of personal information through or in connection with the Site are governed by our Privacy Policy which is hereby incorporated into this Agreement by this reference. In consideration of your use of the Site and Services, you agree, where information is requested, to provide accurate, current, and complete information about yourself, to maintain the accuracy and completeness of such information, and to update it promptly in the event of any change. You agree that if any information you provide is false, inaccurate, incomplete, or not current, we may terminate your use of the Site and/or the Services. SARCOM, Inc. is not liable for any loss or damage arising from your failure to comply with any or all of the foregoing obligations.

As part of the registration process for certain Services, you will be asked to select a username and password. We may refuse registration to anyone, and/or require additional information prior to accepting any registration, in our sole discretion. Furthermore, we may refuse to grant you a username that impersonates someone else, is or may be illegal, is or may be protected by trademark or other proprietary rights law, is vulgar or otherwise offensive, or may cause confusion, as determined by us in our sole discretion. You will be responsible for the confidentiality and use of your username and password and agree not to transfer or resell your use of or access to the Services or any part of the Content to any third party. If you have reason to believe that your account with us is no longer secure, you must immediately notify us of the problem by emailing us at info@sarcom.com. You are entirely responsible for maintaining the confidentiality of your username and password and for any and all activities that are conducted through your account.

4. Rules of Conduct. While using the Site, you agree to comply with all applicable laws, rules, and regulations. In addition, SARCOM, Inc. expects users of the Site to respect the rights and dignity of others, and your use thereof is conditioned on your compliance with the following Rules of Conduct. You will not:

Transmit or otherwise make available in connection with the Site anything that is or may be: (a) threatening, harassing, degrading, hateful, or intimidating; (b) defamatory; (c) fraudulent or tortious; (d) obscene, indecent, pornographic, or otherwise objectionable; or (e) protected by copyright, trademark, trade secret, right of publicity, or other proprietary right, without the express permission of the owner of such right.
Use the Site for any fraudulent or unlawful purpose; or transmit or otherwise make available in connection with the Site any material that would give rise to criminal or civil liability, that encourages conduct that constitutes a criminal offense, or that encourages or provides instructional information about illegal or potentially illegal activities.
Transmit or otherwise make available any material, non-public information about a company without the proper authorization to do so.
Interfere with or violate any other Site visitor's or user's right to privacy or other rights, or harvest or collect personally identifiable information about visitors or users of the Site without their express consent.
Defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights of others.
Impersonate any person or entity, including, but not limited to, any SARCOM, Inc. agent or representative; falsely state or otherwise misrepresent your affiliation with any person or entity; or express or imply that we endorse any statement you make, without our prior written consent.
Transmit or otherwise make available in connection with the Site any virus, worm, Trojan Horse, easter egg, time bomb, web bug, cancelbot, "spyware," or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware, software, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component.
Interfere with or disrupt the operation of the Site, or the servers or networks that host the Site or make the Site available; or disobey any requirements, procedures, policies, or regulations of such servers or networks.
Restrict or inhibit any other person from using the Site, including by means of hacking or defacing any portion of the Site.
Transmit or otherwise make available in connection with the Site any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," investment opportunity, or any other form of solicitation.
Sell, license, or exploit for any commercial purposes any use of or access to the Content, Services or Site.
Modify, adapt, translate, reverse engineer, decompile, or disassemble any portion of the Content, Services, or Site.
Remove any copyright, trademark, or other proprietary rights notice contained in the Content, Services, or Site.
Frame or mirror any part of the Site without SARCOM, Inc.'s prior express written authorization.
Use any robot, spider, site search or retrieval application, or other manual or automatic device or process to retrieve, index, data-mine, or in any way determine, archive, reproduce, or circumvent the navigational structure or presentation of the Site.
Create a database by systematically downloading and storing all or any of the Content from the Site.

5. SARCOM, Inc.'s Proprietary Rights. You acknowledge and agree that the information and materials presented to you on or through the Site, including without limitation the Content and the Services, are and shall remain the property of SARCOM, Inc. and its licensors and suppliers, and are protected by copyright, trademark, patent, and/or other proprietary rights and laws. You may download one (1) copy of any material publicly available on the Site to any single computer for your personal, non-commercial use only, provided that you keep intact all copyright and other proprietary notices, and subject to all other terms and conditions of this Agreement. Except as expressly authorized in advance by SARCOM, Inc., you agree not to copy, modify, rent, lease, loan, sell, distribute, or create derivative works based (whether in whole or in part) on, any materials, including without limitation the Content and the Services, that are made available on or through the Site.

You may request, and SARCOM, Inc. may provide, from time to time, certain information which is confidential information of SARCOM, Inc., and which SARCOM, Inc. intends to protect as confidential (“Confidential Information”). Confidential Information includes, but is not limited to, specific proposals, pricing information, technical specifications and modifications to any of the foregoing, which SARCOM, Inc. may provide to you orally or in writing. In addition to the restrictions on the use of any information set forth above, you agree to hold all Confidential Information in strict confidence, not to disclose it to any third party, and to use at least reasonable care to protect its confidentiality and prevent its unauthorized use or disclosure.

Trade names, trademarks and service marks of SARCOM, Inc. include without limitation: Wareforce, Wareforce Corp., WF Acquistion Sub Inc., sarcom.com, Wareforce.com, CCIT, CCIT-INC.COM, OpsTRACK, OpsTRACK.com, and any associated logos. All trademarks and service marks on the Site not owned by SARCOM, Inc. are the property of their respective owners. The trade names, trademarks, and service marks owned by SARCOM, Inc., whether registered or unregistered, may not be used in connection with any product or service that is not SARCOM, Inc.'s, or in any manner that is likely to cause confusion with customers. Nothing contained on the Site should be construed as granting, by implication, estoppel or otherwise, any license or right to use any of SARCOM, Inc.'s trade names, trademarks, or service marks without the prior express written permission of SARCOM, Inc.

6. Limitation of Liability and Disclaimer of Warranties.

THE SITE AND SERVICES ARE PROVIDED TO YOU "AS IS" WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. YOU AGREE THAT YOU MUST EVALUATE AND BEAR ALL RISKS ASSOCIATED WITH THE USE OF THE SITE AND SERVICES, AND ANY RELIANCE ON THE ACCURACY, COMPLETENESS, OR USEFULNESS THEREOF. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, SARCOM, Inc. DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE SITE AND SERVICES, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SARCOM, Inc. WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND, UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER THEORY, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, USE, DATA, OR OTHER INTANGIBLES, EVEN IF SARCOM, Inc. HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. IN PARTICULAR, AND WITHOUT LIMITATION, SARCOM, Inc. WILL NOT BE LIABLE FOR DAMAGES OF ANY KIND RESULTING FROM THE USE OF OR THE INABILITY TO USE THE SITE, ANY SERVICE MADE AVAILABLE THROUGH OR IN CONNECTION WITH THE SITE, OR ANY PRODUCTS OR SERVICES ACCESSED, USED, ACQUIRED, OR DISCOVERED THROUGH OR IN CONNECTION WITH THE SITE. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SITE OR ANY SERVICE IS TO STOP USING THE SITE.

WITHOUT LIMITING THE FOREGOING, SARCOM, Inc. MAKES NO REPRESENTATION OR WARRANTY THAT: (A) THE SITE OR ANY SERVICE WILL MEET YOUR REQUIREMENTS; (B) ACCESS TO THE SITE OR ANY SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE OR ANY SERVICE WILL BE ACCURATE, TIMELY, OR RELIABLE; (D) THE QUALITY OF ANY SERVICES ACCESSED OR USED THROUGH OR IN CONNECTION WITH THE SITE WILL MEET YOUR EXPECTATIONS; (E) ANY ERRORS IN THE SITE WILL BE CORRECTED; OR (F) THE SITE OR THE EQUIPMENT OR NETWORK(S) ON WHICH THE SITE IS HOSTED ARE FREE OF VIRUSES, BUGS, WORMS, DEFECTS, OR OTHER HARMFUL COMPONENTS.

While we try to maintain the Site's integrity and security (and the integrity and security of the servers on and in connection with which the Site is operated), we do not guarantee that the Site will be or remain secure, complete, or correct, or that access to the Site will be uninterrupted. The Site may include inaccuracies or errors, or materials that violate or conflict with this Agreement. Additionally, third parties may make unauthorized alterations to the Site. If you become aware of such a situation, please contact us at info@sarcom.com with a description of the material(s) at issue, and the location ("URL") where such material(s) appear.

7. Links. The Site may provide links to other Internet websites and resources. Because SARCOM, Inc. has no control over such sites and resources, you acknowledge and agree that SARCOM, Inc. is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available through such sites or resources. Other websites may provide links to the Site with or without SARCOM, Inc.'s authorization. SARCOM, Inc. has no control over the sites that provide links to the Site, and you acknowledge and agree that SARCOM, Inc. does not endorse such sites and is not responsible for any links from those sites to the Site, for any content, advertising, products, or other materials available on or through such other sites, or for any loss or damages caused by using or relying on any such materials. You further acknowledge and agree that SARCOM, Inc. shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to have been caused by or in connection with the use of or inability to use: (a) any sites or resources to which SARCOM, Inc. provides links, or that provide links to the Site; or (b) any content, goods, or services available on or through any such sites or resources. SARCOM, Inc. shall have the right, but not the obligation, at any time and in its sole discretion, to block links to the Site through technological or other means, without prior notice.

8. Cookies. We note that "cookies" - that is, small text files placed on a user's computer - may be used in connection with the Site as discussed in greater detail in our Privacy Policy. You hereby agree that cookies may be placed on your computer, in accordance with our Privacy Policy, in connection with your access and/or use of the Site. Please note, however, that your web browser most likely allows you to control how and whether cookies will be accepted by your computer; for more information on this subject, please refer to the documentation accompanying your browser.

9. Representations and Warranties; Indemnity. You represent and warrant that you will comply with all applicable laws in connection with your use of the Site and Services. You agree to defend, indemnify, and hold harmless SARCOM, Inc. and its sponsors, directors, officers, shareholders, licensors, employees, agents, and representatives, from and against all claims, losses, costs, damages, liabilities, and expenses (including but not limited to attorneys fees) arising out of: (a) your activities in connection with the Site or Services; (b) any violation of this Agreement by you; or (c) any allegation that anything you transmit through or in connection with the Site infringes or otherwise violates the copyright, trademark, trade secret, privacy, or other rights of any third party.

10. Dealings With Third-Party Providers of Goods and Services. Your correspondence or business dealings with, or participation in promotions sponsored by, any third-party advertisers or other third-party providers of goods or services found on or through the Site, and any terms, conditions, warranties, or representations associated with such dealings, are solely between you and such third-party advertiser or provider. You agree that SARCOM, Inc. shall not be responsible or liable for any loss or damage of any sort incurred in connection with any such dealings or as the result of the presence of such third parties' materials on the Site.

11. Termination. You agree that SARCOM, Inc., in its sole discretion, may terminate your use of the Site or any part thereof, at any time and for any reason, including, without limitation, if SARCOM, Inc. believes that you have violated or acted inconsistently with the letter or spirit of this Agreement. You agree that any termination of your access to the Site and/or the Services under any provision of this Agreement may be effected without prior notice. Upon termination of this Agreement, your right to use the Site will immediately cease. SARCOM, Inc. shall not be liable to you or any third party for any termination of your access to the Site or any part thereof.

12. Jurisdictional Issues. The Site is controlled and operated by SARCOM, Inc. from its principal office in the State of California, U.S.A., and is not intended to subject SARCOM, Inc. to the laws or jurisdiction of any state, country or territory other than the State of California and the United States of America. SARCOM, Inc. does not represent or warrant that the Site, Content, or Services, or any aspect thereof, is appropriate or available for use in any particular jurisdiction. Those who choose to access the Site do so on their own initiative and at their own risk, and are responsible for complying with local laws. We may limit the availability of the Site to any person, geographic area, or jurisdiction we choose, at any time in our sole discretion. You agree not to transport, import, export, or re-export all or any part of the Services or goods you obtain from SARCOM, Inc. to any country outside of the United States. You agree not to use all or any part of the Site from (as applicable) Cuba, Iran, Libya, Myanmar (Burma), Sudan, Syria or any other country to which the United States has embargoed goods; and you represent, warrant, and covenant to us that (a) you are not located in or under the control of any such country, and (b) you are not a person or entity that appears on the United States Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders.

13. Investment Information. SARCOM, Inc. dba Wareforce, Wareforce Corp., WF Acquisition Sub Inc.,and CCIT is a Delaware Corporation headquartered in Irvine, California. SARCOM, Inc. is a wholly owned subsidiary of PC Mall, Inc. (“PC Mall”) which is also a Delaware Corporation, publicly held and traded under the symbol of MALL. The information contained on the Site may not be current and should not be used or relied on for any decision to invest in, purchase, retain, sell or otherwise transfer the stock of PC Mall or for any related purpose. PC Mall files quarterly and annual reports with the United States Securities and Exchange Commission in Washington, D.C. ("SEC"). Copies of the most recent reports and other filings of PC Mall can be accessed through the SEC EDGAR system located at www.sec.gov or may be obtained at no charge from PC Mall.

14. Forward-Looking Statements. Statements in any news release of SARCOM, Inc. or PC Mall contained on the Site, or communicated orally or in writing, that concern us or our management and that are not historical facts are "Forward-Looking Statements". Forward-Looking Statements include, without limitation, statements that: (a) include the words "believes," "expects," "anticipates," "estimates," or words of similar importance or meaning with reference to us or our management; (b) are specifically identified as forward-looking; (c) describe any of our plans, objectives, or goals for future operations and products; or (d) concern the characteristics and growth of our markets or customers or our expected liquidity and capital resources. Forward-Looking Statements are only predictions involving important factors and risks that may cause actual results to differ materially from those discussed in any Forward-Looking Statement. Those important factors and risks include, without limitation, economic, competitive, governmental, and technological factors affecting our operations, markets, products, services, and prices. Important factors and risks are described in the current PC Mall annual report filed with the SEC, and may be detailed from time to time in additional reports and other filings of PC Mall filed with the SEC. Copies of the most recent reports and other filings of PC Mall can be accessed as set forth in the previous paragraph of this Agreement. SARCOM, Inc. expressly disclaims any obligation or responsibility to update or revise or supplement any Forward-Looking Statement in any news release or generally to any extent.

15. Miscellaneous. This Agreement does not, and shall not be construed to, create any partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between the parties hereto. This Agreement is governed by and construed in accordance with the laws of the State of California, United States of America, without regard to its principles of conflicts of law. You agree to exclusive jurisdiction by the federal and state courts located in the State of California, and waive any jurisdictional, venue, or inconvenient forum objections to such courts. If any provision of this Agreement is found to be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provision. You may not assign, sublicense, or otherwise transfer any or all of your rights or obligations under this Agreement without SARCOM, Inc.'s prior express written consent. No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption, or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof. This, together with all policies referred to herein, is the entire Agreement between you and SARCOM, Inc. relating to the subject matter herein and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and SARCOM, Inc. Notices to you may be made via either email or regular mail. The Site may also provide notices of changes to this Agreement or other matters, by displaying such notices or by providing links to such notices. Without limitation, you agree that a printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

16. Filtering. Pursuant to 47 U.S.C. § 230(d), as amended, we hereby notify you that parental control protections (such as computer hardware, software, or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors. Information identifying current providers of such protections is available at the websites of the Electronic Frontier Foundation: http://www.eff.org/pub/Censorship/Ratings_filters_labelling/ and of America Links Up: http://www.netparents.org/parentstips/browsers.html.

17. Information or Complaints. Under California Civil Code Section 1789.3, California users are entitled to the following specific consumer rights notice: If you have a question or complaint regarding the Site, please send an e-mail to info@sarcom.com. You may also contact us by writing to: SARCOM, Inc., 19 Morgan, Irvine CA 92618 or by calling us at (949) 472-9000. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 400 R Street, Suite 1080, Sacramento, CA 95814, or by telephone at (916) 445-1254 or (800) 952-5210.

OpsTRACK Sales Agreement

1. PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE OPSTRACK WEBSITE AND BEFORE MAKING ANY PURCHASE USING OPSTRACK. This OpsTRACK Sales Agreement (“Agreement”) contains the terms and conditions that apply to any purchase by you (including your employer and/or any of its affiliates, or any other entity on whose behalf you are acting, “you” or “Customer”) from SARCOM Inc. (“Supplier”, ”SARCOM Inc.”, “Wareforce Corp.” WF Acquisition Sub, Inc.”, “Wareforce”, ”CCIT”, “we” or “us”) using OpsTRACK and/or the OpsTRACK website (the “Site”). By using the Site, placing an order and/or submitting a purchase order to SARCOM Inc. or its dba’s Wareforce Corp., Wareforce, WF Acquisition Sub, Inc., or CCIT, Customer agrees to be bound by this Agreement. If Customer and an authorized representative of SARCOM Inc. or its dba’s Wareforce Corp., Wareforce, WF Acquisition Sub, Inc., or CCIT have both signed a separate purchase agreement or purchase order, then the separate agreement or purchase order shall govern, to the extent of any conflict between its terms and those of this Agreement. Use of OpsTRACK is limited to SARCOM Inc. or its dba’s Wareforce Corp., Wareforce, WF Acquisition Sub, Inc., or CCIT and its approved and contracted customers.

2. OTHER DOCUMENTS. This Agreement incorporates the following documents: 1) the SARCOM Inc. Terms of Service, which governs the use of the Site; and (2) the SARCOM Inc. Privacy Policy, which governs submissions of personal information through or in connection with the Site.

3. CHANGES TO THIS AGREEMENT. SARCOM Inc. reserves the right at any time to change the terms and conditions of this Agreement by posting a revised version on the Site. All revisions to this Agreement will be effective for transactions that occur after the revised Agreement is posted. You can determine when this Agreement was last revised by checking the “Last revised” legend at the top of the Agreement.

4. ORDER ACCEPTANCE POLICY. Orders are not binding on SARCOM Inc. until accepted by SARCOM Inc. or its dba’s Wareforce Corp., Wareforce, WF Acquisition Sub, Inc., or CCIT. SARCOM Inc. or its dba’s Wareforce Corp., Wareforce, WF Acquisition Sub, Inc., or CCIT reserves the right to accept or decline a Customer’s order for any reason, and/or to supply less than the quantity Customer ordered of any item without prior notice. Customer’s receipt of an electronic or other form of order confirmation does not signify SARCOM Inc. or its dba’s Wareforce Corp., Wareforce, WF Acquisition Sub, Inc., or CCIT’s acceptance of Customer’s order, nor does it constitute confirmation of SARCOM Inc. or its dba’s Wareforce Corp., Wareforce, WF Acquisition Sub, Inc., or CCIT‘s offer to sell. Until delivery of goods or performance of services SARCOM Inc. or its dba’s Wareforce Corp., Wareforce, WF Acquisition Sub, Inc., or CCIT reserves the right to reject any order (or any portion thereof to the extent goods remain undelivered or services remain unperformed), for any reason. SARCOM Inc. or its dba’s Wareforce Corp. , Wareforce, WF Acquisition Sub, Inc., or CCIT is a reseller to end user customers and does not accept orders from computer dealers, exporters, wholesalers, or others who intend to resell the goods offered by SARCOM Inc. or its dba’s Wareforce Corp., Wareforce, WF Acquisition Sub, Inc., or CCIT.

5. PURCHASE PRICE AND PAYMENT. Prices, specifications and availability of goods are subject to change without notice. Customer will pay the price established by SARCOM Inc. for all goods ordered by Customer or using Customer’s account. Full payment shall be made before delivery of the goods, unless otherwise agreed in writing by SARCOM Inc... Any amount that SARCOM Inc. or its dba’s Wareforce Corp., Wareforce, WF Acquisition Sub, Inc., or CCIT agrees may be paid after delivery is due to SARCOM Inc. or its dba’s Wareforce Corp. , Wareforce, WF Acquisition Sub, Inc., or CCIT within thirty (30) days, or less as determined by SARCOM Inc. or its dba’s Wareforce Corp., Wareforce, WF Acquisition Sub, Inc., or CCIT, after Customer receives SARCOM Inc. or its dba’s Wareforce Corp., Wareforce, WF Acquisition Sub, Inc., or CCIT’s invoice. In addition to the purchase price and any shipping costs, Customer will pay all taxes, including but not limited to sales, use, value added, gross receipts, privilege, excise and personal property taxes, levied on or measured by the purchase price or arising from the use of the goods and any parts or maintenance supplied. Prices do not, unless otherwise specified, include supplies (e.g., cassettes, diskettes, paper, primer, ribbons, ink rollers, etc.). Customer agrees to pay interest on all past-due sums at the lesser of 1.5% per month or the highest rate allowed by law.

6. DELIVERY; TITLE. Delivery of goods occurs when possession passes to Customer or Customer’s agent unless otherwise agreed in writing. Title to purchased goods passes to Customer upon delivery in all circumstances; provided, however that title to software and other licensed items will remain with the applicable licensor(s).

7. SHIPPING AND INSURANCE; RISK OF LOSS. Customer shall pay all shipping costs. Customer shall not return goods to SARCOM Inc. or its dba’s Wareforce Corp., Wareforce, WF Acquisition Sub, Inc., or CCIT unless permitted to do so hereunder. In the event that Customer returns goods, Customer shall insure, at Customer’s expense, all goods shipped in an amount at least equal to the unpaid purchase price of the goods. CUSTOMER ASSUMES ALL RISK OF LOSS IN CONNECTION WITH THE SHIPMENT OF RETURNED GOODS.

8. RETURNS POLICY.

a. Software. All software sales are final; Customer has no right to reject software delivered by SARCOM Inc. or its dba’s Wareforce Corp., Wareforce, WF Acquisition Sub, Inc., or CCIT except for a right, if any, conferred by the manufacturer to Customer in manufacturer’s warranties or license agreements for such software.

b. Non-software Goods. With respect to all goods other than software, unless Customer notifies the SARCOM Inc. or its dba’s Wareforce Corp., Wareforce, WF Acquisition Sub, Inc., or CCIT Returns Department of Customer’s intent to return such goods within three (3) days after delivery, Customer and SARCOM Inc. or its dba’s Wareforce Corp., Wareforce, WF Acquisition Sub, Inc., or CCIT shall conclusively presume that the goods were delivered operable and in good repair and that Customer accepts the goods as delivered. Customer shall not return goods to SARCOM Inc. or its dba’s Wareforce Corp., Wareforce, WF Acquisition Sub, Inc., or CCIT unless Customer gives the SARCOM Inc. or its dba’s Wareforce Corp., Wareforce, WF Acquisition Sub, Inc., or CCIT Returns Department notice of its intention to return goods and notice of any defects or discrepancies within three (3) days after delivery. After three (3) days from delivery to Customer, Customer must make any returns and/or replacement requests directly to the manufacturer in accordance with the terms of the manufacturer’s warranty.

c. Non-defective Goods. SARCOM Inc. or its dba’s Wareforce Corp., Wareforce, WF Acquisition Sub, Inc., or CCIT may, in its sole discretion, allow Customer to return non-defective goods, provided that SARCOM Inc. or its dba’s Wareforce Corp., Wareforce, WF Acquisition Sub, Inc., or CCIT must have prior written authorization from the manufacturers of such goods allowing SARCOM Inc. or its dba’s Wareforce Corp., Wareforce, WF Acquisition Sub, Inc., or CCIT to return such goods to manufacturers upon receiving them from Customer; Customer acknowledges that some manufacturers may not provide such authorization to SARCOM Inc. or its dba’s Wareforce Corp., Wareforce, WF Acquisition Sub, Inc., or CCIT and agrees that, in the event that SARCOM Inc. or its dba’s Wareforce Corp., Wareforce, WF Acquisition Sub, Inc., or CCIT does not have such authorization, Customer shall not be allowed to return such goods to SARCOM Inc. or its dba’s Wareforce Corp., Wareforce, WF Acquisition Sub, Inc., or CCIT. Customer agrees to pay a 15% restocking and all shipping costs related to its return of non-defective goods.

d. Returns Procedures. Before returning any goods, Customer must contact the SARCOM Inc. or its dba’s Wareforce Corp., Wareforce, WF Acquisition Sub, Inc., or CCIT Returns Department by telephone at (949) 472-9000 x1391 or by email at returns@opstrack.com for a Return Merchandise Authorization number (RMA). No returns will be accepted without an RMA number. The RMA numbers are valid for fifteen (15) business days; goods for which they are issued must be returned to SARCOM Inc. at 19 Morgan, Irvine, CA 92618 within such period. The item(s) being returned must match the goods authorized for return and must be in the condition as represented by Customer in connection with the RMA number at the time the request was made. Returned goods must be in their original condition (no dents, scratches, discoloration, etc.) and in their original packaging, with all original accessories, power cords, manuals, software, parts and other documents that shipped with the goods. Returned goods that are not in their original condition or are missing any parts or other items will be charged back to Customer. Due to limited stock, replacement goods may not be available and cannot be guaranteed.

9. PURCHASE MONEY SECURITY INTEREST. Customer hereby grants to SARCOM Inc. or its dba’s Wareforce Corp., Wareforce, WF Acquisition Sub, Inc., or CCIT, and SARCOM Inc. or its dba’s Wareforce Corp., Wareforce, WF Acquisition Sub, Inc., or CCIT hereby reserves, a purchase money security interest in all goods purchased hereunder, and in any proceeds thereof, to secure the unpaid purchase price of such goods, if any. Upon request by SARCOM Inc. or its dba’s Wareforce Corp., Wareforce, WF Acquisition Sub, Inc., or CCIT, Customer shall sign any document required to perfect such security interest. Payment in full of an invoice by Customer for the total of the purchase price as shown on the invoice shall release the security interest of SARCOM Inc. or its dba’s Wareforce Corp., Wareforce, WF Acquisition Sub, Inc., or CCIT on the invoiced goods.

10. SOFTWARE LICENSES. All software is provided subject to any manufacturer’s license agreement(s) and/or end user agreement(s) that are provided with it. Customer will be bound by all such licenses and/or end user agreements.

11. MANUFACTURER WARRANTIES. SARCOM Inc. does not warrant the performance or integrity of any goods (including software), but merely passes through to Customer the end-user warranty (if any) provided by the manufacturer to the extent that Wareforce Corp. is permitted to do so. SARCOM INC. ASSIGNS TO CUSTOMER, UPON DELIVERY, ALL RIGHTS OF SARCOM INC., IF ANY, UNDER ANY WARRANTY OF THE MANUFACTURER AVAILABLE TO WAREFORCE CORP. FOR ALL GOODS PURCHASED BY AND DELIVERED TO CUSTOMER, TO THE EXTENT THAT THE MANUFACTURER PERMITS SUCH ASSIGNMENT. Manufacturers’ warranties vary from product to product. Extended warranties may be available directly from certain manufacturers. Manufacturer information is subject to change without notice.

12. DISCLAIMER OF WARRANTIES. ALL GOODS AND SERVICES PROVIDED BY SARCOM INC. OR IT’S DBA’S WAREFORCE CORP., WAREFORCE, WF ACQUISITION SUB, INC., OR CCIT ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND EXCEPT THOSE EXPRESSLY CONFERRED BY THE MANUFACTURER. SARCOM INC.OR IT’S DBA’S WAREFORCE CORP., WAREFORCE, WF ACQUISITION SUB, INC., OR CCIT DISCLAIMS ALL WARRANTIES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.

13. LIMITS OF LIABILITY. IN NO EVENT SHALL SARCOM INC., ITS PARENT, SUBSIDIARIES OR AFFILIATES, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES OR AGENTS, BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, LOSS OF BUSINESS PROFITS OR SPECIAL DAMAGES, HOWEVER CAUSED, ARISING FROM THE USE OF ANY GOODS OR SERVICES, EVEN IF SARCOM INC. OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES SO THE FOREGOING LIMITATION MAY NOT APPLY TO THE EXTENT SUCH STATE’S LAW IS APPLICABLE TO THIS AGREEMENT. CUSTOMER AGREES THAT CUSTOMER’S SOLE REMEDY SHALL BE TO RETURN GOODS IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT AND, IF APPLICABLE, TO OBTAIN A REFUND OF THE AMOUNT OF THE PURCHASE PRICE PAID BY CUSTOMER TO SARCOM INC., LESS ALL SUMS, IF ANY, CUSTOMER OWES SARCOM INC.OR IT’S DBA’S WAREFORCE CORP., WAREFORCE, WF ACQUISITION SUB, INC., OR CCIT.

14. DELAYS IN PERFORMANCE. Any delivery times provided by SARCOM Inc. or its dba’s Wareforce Corp., Wareforce, WF Acquisition Sub, Inc., or CCIT are estimates only. SARCOM Inc. or its dba’s Wareforce Corp., Wareforce, WF Acquisition Sub, Inc., or CCIT shall not be liable for delivery delays, nor shall SARCOM Inc. or its dba’s Wareforce Corp., Wareforce, WF Acquisition Sub, Inc., or CCIT be liable for any delay in performance due to unforeseen circumstances or to causes beyond its control including, but not limited to, acts of nature, acts of government, labor disputes, delays in transportation and delays in delivery or inability of suppliers to deliver.

15. ALTERATION OR ATTACHMENT TO THE GOODS. Any alteration, modification, addition, improvement or attachment to the goods (“Alteration”) not authorized in writing by SARCOM Inc. or its dba’s Wareforce Corp., Wareforce, WF Acquisition Sub, Inc., or CCIT shall be solely at Customer’s expense and risk. In the event of any such unauthorized Alterations every warranty under this Agreement, including without limitation any warranty of merchantability or fitness of use that may be implied despite SARCOM Inc. or its dba’s Wareforce Corp., Wareforce, WF Acquisition Sub, Inc., or CCIT’s express disclaimer of any such warranty, shall be deemed waived by Customer and null and void, and SARCOM Inc. or its dba’s Wareforce Corp., Wareforce, WF Acquisition Sub, Inc., or CCIT shall have no obligation to Customer under any such warranty, nor will Customer be able to return altered goods at any time.

16. DEPOSIT. Without limiting any rights available to Wareforce Corp., in the event that SARCOM Inc. or its dba’s Wareforce Corp., Wareforce, WF Acquisition Sub, Inc., or CCIT accepts a deposit from Customer for goods ordered: (a) if Customer fails to meet any schedule of payments listed on the invoice, or to complete the purchase for any reason other than for cancellation of goods not delivered, SARCOM Inc. will have the right to, within one hundred and twenty (120) days of the deposit date, retain all cash, checks and credit card deposits as liquidated damages; and (b) if Customer chooses to pick up ordered goods rather than ship them, and if Customer fails to pick up ordered goods within two (2) weeks of the posting of the arrival notice by SARCOM Inc. or its dba’s Wareforce Corp., Wareforce, WF Acquisition Sub, Inc., or CCIT in the U.S. Mail, Customer agrees to forfeit all cash, check or credit card deposits for the goods.

17. TRAINING. If indicated on the invoice or otherwise agreed to in writing by SARCOM Inc. or its dba’s Wareforce Corp., Wareforce, WF Acquisition Sub, Inc., or CCIT , upon delivery and/or installation, SARCOM Inc. or its designee will provide training in the operation of the goods to a member of Customer’s staff. All training will be performed at a mutually agreeable time at the hourly training rate currently in effect at the time the training is performed. Training is not offered as vocational training or as qualifying for any particular employment.

18. MAINTENANCE. SARCOM Inc. agrees to provide maintenance and/or service (“Maintenance”) to Customer as described on the invoice accompanying goods shipped to Customer or in a separate agreement for Maintenance. All Maintenance will be at SARCOM Inc. or its dba’s Wareforce Corp., Wareforce, WF Acquisition Sub, Inc., or CCIT ’s service department or at another location chosen by SARCOM Inc. or its dba’s Wareforce Corp., Wareforce, WF Acquisition Sub, Inc., or CCIT unless otherwise agreed between SARCOM Inc. or its dba’s Wareforce Corp., Wareforce, WF Acquisition Sub, Inc., or CCIT and Customer under a separate agreement for Maintenance. All Maintenance except that performed under manufacturer’s warranty will be performed at SARCOM Inc. or its dba’s Wareforce Corp., Wareforce, WF Acquisition Sub, Inc., or CCIT’s standard rates in effect at the time the Maintenance is performed. SARCOM INC. HAS NO OBLIGATION TO PROVIDE MAINTENANCE, WARRANTY OR SUPPORT SERVICES TO CUSTOMER UNTIL SARCOM INC. HAS RECEIVED FULL PAYMENT FOR ANY GOODS PURCHASED.

19. NOT FOR EXPORT/RESALE; APPLICABLE LAW. Customer represents and warrants that it is not purchasing goods for export and/or resale. Customer agrees to comply with all applicable laws and regulations, including but not limited to U.S. Commerce Department regulations and State Department restrictions governing export from the United States.

20. GOVERNING LAW; VENUE. This Agreement shall be governed by the laws of the State of California without regard to conflicts of laws rules. Wherever a term defined by the Uniform Commercial Code (the “Code”) is used in this Agreement, the definition contained in the Code as adopted by the State of California on the date of this Agreement is to control. All sales shall be deemed made in the State of California, U.S.A. regardless of Customer’s location. Customer agrees that any dispute with SARCOM Inc. arising out of Customer’s purchase from SARCOM Inc. or its dba’s Wareforce Corp., Wareforce, WF Acquisition Sub, Inc., or CCIT and/or use of OpsTRACK shall be brought by Customer exclusively in the state or federal courts situated in the County of Orange in the State of California; and Customer hereby agrees that such venue is appropriate and that SARCOM Inc or its dba’s Wareforce Corp., Wareforce, WF Acquisition Sub, Inc., or CCIT’s agreement to sell and deliver goods to Customer is dependent on this provision.

21. ASSIGNMENT. This Agreement is not assignable by Customer without written permission from SARCOM Inc... Any attempt at assignment without such permission is void.

22. SEVERABILITY. If any provision of this Agreement is held to be invalid, illegal or unenforceable, that shall not affect or impair, in any way, the validity, legality or enforceability of the remainder of this Agreement.

23. ORDER OF PRECEDENCE. This Agreement and any documents expressly incorporated herein take precedence over Customer’s additional or different terms and conditions, to which notice of objection is hereby given. Acceptance by Customer is limited to the terms and conditions of this Agreement and any documents expressly incorporated herein. Neither Customer’s nor SARCOM Inc.’s commencement of performance, nor delivery, shall be deemed or construed as acceptance of Customer’s additional or different terms and conditions.

24. HEADINGS. The headings used in this Agreement are for convenience only and shall not be used for constructing or interpreting this Agreement.

25. ENTIRE AGREEMENT. This Agreement and the documents expressly incorporated herein contains the complete and exclusive statement of the terms and conditions that govern the sale of goods and services by SARCOM Inc. or its dba’s Wareforce Corp., Wareforce, WF Acquisition Sub, Inc., or CCIT. No course of prior dealings between the parties and no usage of the trade shall be relevant to supplement or explain any term or condition in this Agreement. No agent, employee or representative of SARCOM Inc. or its dba’s Wareforce Corp., Wareforce, WF Acquisition Sub, Inc., or CCIT has any authority to bind SARCOM Inc. to any affirmation, representation or warranty concerning the goods and services that is not included in the terms and conditions of this Agreement. These terms and conditions may not be modified or rescinded except in a document signed by Customer and SARCOM Inc. or their authorized agents. A waiver in one instance by SARCOM Inc. of any right granted by law or by the terms and conditions of this Agreement shall not constitute a waiver in any other instance.

Software License Asset Manager Non-Liability Agreement

GENERAL. This Software License Asset Manager site, including any software, data, and other materials made available through this site (such Software License Asset Manager site and materials, collectively, the "Services"), are and shall remain the sole property of SARCOM Inc. it’s parent, PC Mall and its affiliated companies (collectively, "PC Mall") and their respective licensors and suppliers, and are protected by copyright, trademark, and/or other proprietary rights and laws of the United States and other countries.

SARCOM, Inc. reserves the right to, at any time:

(a) modify, suspend, or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice;

(b) charge fees for the use of the Services; and/or

LIMITED LICENSE TO USE SERVICES. Subject to your full compliance with these terms and conditions (as may be amended from time to time), SARCOM Inc. grants to you a limited, non-exclusive, non-transferable, revocable license to access and use the Services from a single computer to generate reports on your software license assets, which reports may be used solely for your internal purposes. You may not copy, modify, rent, lease, loan, sell, distribute, or create derivative works of or based on the Services, or use the Services for the benefit of, or on behalf of, any third party.

All rights in the Services that are not granted in these terms and conditions are hereby expressly reserved to SARCOM Inc.

LICENSE TO SARCOM Inc. By providing SARCOM Inc. with any data or other materials in connection with the Services, you grant to SARCOM Inc. the right and license to use, reproduce, transmit, perform, and display such data and materials for purposes of conducting its business and providing the Services. You represent and warrant to SARCOM Inc. that you have all rights necessary to grant the foregoing license, and that any such data and materials you provide in connection with the Services are true, accurate, current, and complete.

DISCLAIMERS. THE SERVICES, AND ALL DATA AND INFORMATION PROVIDED THROUGH THE SERVICES, ARE PROVIDED TO YOU "AS IS" WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. Neither SARCOM Inc. nor any of its officers, directors, agents, or employees shall be responsible or liable for any errors or omissions contained in the Services or any data or information provided through the Services. Specifically, and without limiting any other of these terms and conditions, Wareforce does not represent or warrant the truthfulness, accuracy, or completeness of the Services, in whole or in part. YOU SHOULD NOT RELY ON THE SERVICES OR ANY DATA OR INFORMATION PROVIDED THROUGH THE SERVICES WITHOUT CONDUCTING YOUR OWN INDEPENDENT VERIFICATION THEREOF.

SARCOM Inc. DOES NOT MAKE ANY, AND HEREBY SPECIFICALLY DISCLAIMS TO THE FULLEST EXTENT OF THE LAW ALL, REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE SERVICES, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, COMPLETENESS, TIMELINESS, OR CORRECTNESS. SARCOM Inc. SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND, UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER THEORY, RELATED TO THE SERVICES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, USE, DATA, OR OTHER INTANGIBLES, EVEN IF Wareforce HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. WITHOUT LIMITING THE FOREGOING, SARCOM Inc. SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY DAMAGES RESULTING OR ALLEGED TO HAVE RESULTED FROM ANY ACTION TAKEN BASED ON THE SERVICES, OR FOR ANY DAMAGES RESULTING OR ALLEGED TO HAVE RESULTED FROM THE UNAVAILABILITY OF OR ANY ERROR OR OMISSION IN THE SERVICES. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SERVICES IS TO STOP USING THE SERVICES. THE SOLE AND EXCLUSIVE MAXIMUM LIABILITY OF SARCOM Inc., ITS AFFILIATES, SUPPLIERS, LICENSORS, ADVERTISERS, SPONSORS, AND AGENTS TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER THEORY) IN RELATION TO THE SERVICES SHALL BE THE TOTAL AMOUNT, IF ANY, PAID BY YOU TO SARCOM Inc. TO USE THE SERVICES.

SECURITY. While SARCOM Inc. tries to maintain the Services' integrity and security (and the integrity and security of the servers from which the Services are operated), it does not guarantee that the Services or the servers from which they are operated will be or remain secure, complete, or correct, or that access to the Services will be uninterrupted.

CHANGES TO THESE TERMS AND CONDITIONS. You may determine when these terms and conditions were last revised by checking the "LAST REVISED" legend above. SARCOM Inc. reserves the right to make changes to these terms and conditions from time to time by posting a revised terms and conditions on the Software License Asset Manager site or otherwise making the revised version available through the Services. Your continued use of the Services following changes to these terms and conditions shall signify your acceptance of such changes.

MISCELLANEOUS. These terms and conditions are governed by and shall be construed in accordance with the laws of the State of California, United States of America, without regards to its principles of conflicts of law. You agree to exclusive jurisdiction by the federal and state courts located in the County of Los Angeles in the State of California for any dispute arising out of or in relation to the Services or these terms and conditions, and waive any jurisdictional, venue, or inconvenient forum objections to such courts. Headings used in these terms and conditions are for purposes of convenience only. Without limitation, you agree that a printed version of these terms and conditions and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these terms and conditions, to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.