TERMS AND CONDITIONS OF SALE

These terms and conditions of sale which appear on all invoices are the terms and conditions upon which IO Wow Co. Ltd. and its affiliates (together "IO Wow") make all sales. IO Wow will not accept any other terms and conditions of sale, unless Buyer and IO Wow have executed a written agreement which specifically modifies, supersedes and/or replaces these terms and conditions. Acceptance of all purchase orders 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 OF PURCHASE ORDERS

Buyer's acceptance of these terms and conditions shall be indicated by Buyer's making a payment to purchase Product from IO Wow. IO Wow's acceptance is expressly limited to these terms and conditions 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 these terms and conditions is objected to and is hereby rejected by IO Wow. IO Wow's silence or failure to respond to any such subsequent or different term, condition or proposal shall not be deemed to be IO Wow's acceptance or approval thereof.

2. DELIVERY

Unless otherwise agreed in writing, delivery shall be made in accordance with IO Wow's shipping policy in effect on the date of shipment. The IO Wow shipping policy is to provide software or services offered by electronic means using email, internet web sites and online support desk.

Domestic & International: For all domestic and international transactions, title to all Products excepting Domain Name's remains with IO Wow. Risk of loss or damage with respect to the Products are minimised by IO Wow providing service on payment electronically and managing delivery of the services paid for from our offices.

IO Wow assumes no responsibility for taxes, VAT or any other charges related to delivery, customs duties, VAT or any other charges or taxes within the country designated for delivery by the Buyer excepting Thailand.

Delivery is subject to the payment provisions set forth herein and to IO Wow's receipt of all necessary information and documentation from Buyer. Buyer shall promptly notify IO Wow, in no event later than five (5) business days after delivery, of any claimed shortages or software problems. Failure to notify any issues within such time as notified at the time of sale, shall be deemed an acceptance in full of any such delivery. IO Wow shall not be liable for any delays beyond the reasonable control of IO Wow which affect IO Wow or any of IO Wow's suppliers, including, but not limited to, delays caused by internet connectivity outside our direct control; natural disasters, acts of war; acts or omissions of Buyer; fire, strike, riot, or governmental interference; unavailability or shortage of materials, labor, fuel or power through normal commercial channels at customary and reasonable rates; failure or destruction of plant or equipment arising from any cause whatsoever; or transport failures.

3. PRICE AND PAYMENT

Buyer shall bear all applicable federal, state, municipal and other government taxes (such as sales, use and similar taxes), as well as any applicable license fees and any other similar charges, however designated or levied on the sale or delivery of the Products or measured by the purchase price paid for the Products. IO Wow's prices set forth on the invoice do not include such taxes, fees and charges. Exemption certificates must be presented to IO Wow prior to shipment if they are to be honored.

Payment Terms: Because of the nature of the product and sale electronically, unless otherwise specified, the payment terms are payment in full prior to delivery. IO Wow, at its discretion, may require reasonable advance assurances of payment through irrevocable bank letters of credit or otherwise. Where agreed in advance, all unpaid invoices shall bear interest at an amount equal to 2-1/2% 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 shipment, delay or cessation of future deliveries, repossession of unpaid delivered goods and termination of any one or more sales agreements. Notwithstanding any "net" payment provisions specified on the invoice, IO Wow shall have no continuing obligation to deliver Products on credit, and any credit approval may be withdrawn by IO Wow at any time and without prior notice. IO Wow retains (and Buyer grants to IO Wow by submitting a purchase order) a security interest in the Products to secure payment in full and compliance with these terms and conditions of sale. Buyer agrees to execute any additional documents necessary to perfect such security interest.

Collections: In the event the sales invoice shall be placed by IO Wow in the hands of an attorney or collection agency for the purpose of collection, with or without litigation, or for the purpose of enforcing IO Wow's security interest in the Products, the Buyer agrees to pay any and all costs associated with such placement, including, without limitation, attorney's fees and costs incurred prior to, during, or subsequent to trial, and including, without limitation, collection, bankruptcy, or other creditor's rights proceedings.

Currency: If a sale is to occur, or the Product is to be provided, Buyer acknowledges and agrees that the amount due IO Wow is contracted in U.S. or Australian Dollars and that payment in U.S. or Australian Dollars is required excepting where an alternative currency is provided at the time of sale. Any payment by Buyer in any other local currency or the receipt by IO Wow of other local currency as a consequence of enforcement procedures against Buyer will be deemed an authorization for IO Wow to use that local currency to purchase U.S. Dollars or, if such purchase is prohibited by local law, an authorization to purchase appropriate bonds or other instruments and export them from the Buyer's country in order to convert the currency into U.S. Dollars and apply the proceeds to the payment of any amounts owed to IO Wow by Buyer. Any deficiency as a result of conversion of payment into U.S. Dollars shall be the responsibility of Buyer.

4. RETURNS

Any return of the Products purchased hereunder, must be arranged in advance with IO Wow and shall be governed by IO Wow's Product Return policies in effect on the date of the invoice, or as otherwise provided by IO Wow to Buyer in writing. IO Wow reserves the right to modify or eliminate such policies at any time. Although IO Wow's policies may permit Buyer to return Products claimed to be defective under certain circumstances, IO Wow makes no representations or warranties of any kind with respect to the Products.

IO Wow HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, AS TO THE PRODUCTS, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. IO Wow WILL NOT BE LIABLE FOR ANY DAMAGE, LOSS, COST OR EXPENSE FOR BREACH OF WARRANTY.

The right to return defective Products, as previously described, shall constitute IO Wow's sole liability and Buyer's exclusive remedy in connection with any claim of any kind relating to the quality, condition or performance of any Product, whether such 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. In the event IO Wow issues a return authorization to Buyer allowing Buyer to return Product to IO Wow. Buyer will deliver the Product to IO Wow's address and Buyer shall bear all applicable federal, state, municipal and other government taxes (such as sales, use and similar taxes) as well as import or customs duties, license fees and similar charges, however designated or levied, on any replacement Product to be shipped by IO Wow to Buyer.

5. LIMITATION OF LIABILITY

IO Wow shall not be liable under any circumstances for any special, consequential, incidental, PUNITIVE or exemplary damages arising out of or in any way connected with the agreement to sell Product to Buyer or the Product, including, but not limited to, damages for lost profits, loss of use, lost data or for any damages or sums paid by Buyer to third parties, even if IO Wow has been advised of THE possibility of such damages. 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.

6. GENERAL

These terms and conditions shall constitute the final, complete and exclusive agreement of the parties with respect to all sales by IO Wow to Buyer and shall supersede all prior offers, negotiations, understandings and agreements. Unless Buyer and IO Wow have executed a written agreement which specifically modifies, supersedes and/or replaces these terms and conditions, it is expressly agreed that no prior or contemporaneous agreement or understanding, whether written or oral, shall contradict, modify, supplement or explain these terms and conditions. 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 IO Wow. Any waiver by IO Wow 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. 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 its rights. Any provision of these terms and conditions that is prohibited or unenforceable under the laws of a buyers home location 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 Thailand.

The venue for any disputes arising out of any sales agreement shall be, at IO Wow's sole and exclusive option, Chiang Mai, Thailand. ALL SALES TRANSACTIONS EXCLUDE THE APPLICATION OF THE 1980 UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS, IF OTHERWISE APPLICABLE.

7. RESALE

a) Buyer acknowledges, represents and warrants that it currently complies with, and at all times shall comply with, and shall not act to contravene, relevant laws, codes, and regulations applicable to the purchase and sale of Products under these terms and conditions. Buyer further acknowledges and agrees that the goods, software, and technology subject to these terms and conditions cannot be transferred to any other assignee, person or entity.

Buyer shall not, without prior agreement in writing from an Authorized officer of IO Wow, transfer, lend, copy, or in any other way provide any goods, software, or technology subject to these terms and conditions, either directly or indirectly, to any assignee, person or entity. A licence for such goods, software, or technology must be purchased from IO Wow and/or IO Wow's Affiliates.

In addition, any goods, software or technology subject to these terms and conditions may not be exported, re-exported, or transferred to an end-user engaged in any illegal activities. Unsuitable sites include, but are not limited to, those that:

Promote (including, without limitation, links to) sexually explicit materials - 1. Promote violence 2. Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age 3. Promote any political agenda or party 4. Promote illegal activities or otherwise violate any applicable laws, including those targeting "spyware," "adware," or SPAM 5. Violate intellectual property rights, including, without limitation, scraping text or images from any IO WOw Websites 6. Do not clearly state an online privacy policy to its visitors 7. Otherwise are considered offensive or inappropriate at IO Wow's sole discretion 8. This agreement governs participation in the IO Wow Affiliate Program only. 9. Also note that if your purchase is accepted and your Site is thereafter determined (in our sole discretion) to be unsuitable based on the criteria above for the Program, we may terminate this Agreement.

b) A Reseller Buyer recognizes that some Product sales are limited to a specified territory and shall not sell Products outside that territory. Such sales may constitute copyright or trademark infringement. Products purchased by Buyer may also be subject to additional usage restrictions or authorizations imposed by the Product manufacturer or publisher. Buyer is responsible for ensuring compliance with any such restrictions or authorizations.