Microsoft Marketplace Terms and Conditions

TERMS AND CONDITIONS

These Terms and Conditions ("Terms") govern the acquisition and use of the applicable ne Digital offer ("Services") provided by ne Digital, Inc. ("ne Digital," "we," "us") through Microsoft Marketplace. By acquiring an offer or submitting a request through Microsoft Marketplace, you ("Customer," "you") acknowledge and agree to these Terms.

1. Purpose and Scope. This offer provides Customer with access to ne Digital's
   professional and/or managed services as described in the offer listing. The
   listing describes the general nature of the Services; the specific scope,
   deliverables, service levels, and fees applicable to Customer will be
   defined in a Statement of Work ("SOW") as described in Section 2.

2. Governing Agreement (MSA and SOW). These Terms are preliminary and are
   intended to facilitate engagement through Microsoft Marketplace. Any actual
   delivery of Services is subject to, and governed by, the execution of ne
   Digital's Master Services Agreement ("MSA") and one or more applicable
   Statements of Work between ne Digital and Customer. In the event of any
   conflict between these Terms and the executed MSA and SOW, the MSA and SOW
   shall control. No Services will commence until the MSA and applicable SOW
   are fully executed by both parties.

3. Pricing and Payment. Any pricing shown in this listing is indicative unless
   expressly stated as a fixed transactable price. Final pricing, invoicing,
   and payment terms are established in the applicable SOW and MSA. Amounts
   transacted through Microsoft Marketplace, if any, are handled in accordance
   with Microsoft's Marketplace terms.

4. Customer Responsibilities. Customer agrees to provide timely access to
   systems, information, and personnel reasonably required for ne Digital to
   perform the Services, and to maintain valid licensing for any third-party
   software (including Microsoft products) used in connection with the Services.

5. Confidentiality. Each party will protect the other party's confidential
   information disclosed in connection with the Services and use it only for
   purposes of the engagement. Detailed confidentiality obligations are set
   forth in the MSA.

6. Warranties and Disclaimers. ne Digital will perform the Services in a
   professional and workmanlike manner. Except as expressly stated in the MSA,
   the Services are provided "as is," and ne Digital disclaims all other
   warranties, express or implied, including implied warranties of
   merchantability and fitness for a particular purpose, to the maximum extent
   permitted by law.

7. Limitation of Liability. To the maximum extent permitted by law, ne
   Digital's total liability arising out of or related to the Services will be
   limited as set forth in the executed MSA. Neither party will be liable for
   indirect, incidental, consequential, or punitive damages.

8. Term and Termination. The engagement term and termination rights are
   governed by the applicable MSA and SOW.

9. Governing Law. These Terms are governed by the laws of the State of Florida,
   USA, without regard to its conflict-of-laws principles. The parties submit
   to the exclusive jurisdiction of the state and federal courts located in
   Florida for any dispute arising under these Terms, except as otherwise
   provided in the executed MSA.

10. Entire Agreement. These Terms, together with the executed MSA and
    applicable SOW, constitute the entire agreement between the parties
    regarding the Services and supersede any prior or contemporaneous
    understandings. Microsoft is not a party to these Terms or to the MSA/SOW.