The following are the terms and conditions (“Terms”) under which Lantronix, Inc. (“Lantronix”) sells its products (“Products”) to a purchaser (“Purchaser”) of such Products.  In the case of purchases and sales of Products over the Internet or through online means, the provisions of Sections 12 through 17 noted below regarding “Online Transactions” shall also apply.

THE FOLLOWING IS A LEGALLY BINDING AGREEMENT BETWEEN PURCHASER AND LANTRONIX WITH RESPECT TO PRODUCTS.  EACH PURCHASER EXPRESSLY REPRESENTS AND WARRANTS THAT (i) THE PURCHASER HAS READ, UNDERSTOOD, ACCEPTED AND AGREED TO EACH AND EVERY OF THE TERMS AND CONDITIONS SET FORTH BELOW; (ii) IS AT LEAST 18 YEARS OF AGE; (iii) HAS THE POWER AND AUTHORITY TO ENTER INTO THE TERMS. IF ANY USER OR PERSON DOES NOT AGREE TO ACCEPT EACH AND EVERY OF THE  TERMS AS SET FORTH HEREIN, PLEASE DO NOT ORDER, OR PURCHASE, ANY LANTRONIX PRODUCTS.

1. GENERAL. Lantronix reserves the right to reject, cancel or invalidate any order if, in its sole and absolute discretion, it cannot fulfill the order for any reason whatsoever.  The preceding sentence shall apply regardless of whether any online or electronic mail confirmation indicates to the contrary.  The Terms will become binding upon Lantronix for any order only when the order is fulfilled by Lantronix, provided that liability under Section 2 below and the remainder of these Terms shall be immediate for Purchaser upon its online or electronic submission, entry or delivery of any order, or submissions of any purchaser order or similar document to Lantronix.  Any deviations from these Terms are not valid unless expressly confirmed in a signed writing by Lantronix.  The parties reject any and all terms and conditions that are supplemental to these Terms unless expressly approved in a signed writing by Lantronix.  No course of prior dealing, business practices (whether existing, past or future) of Lantronix with respect to sales of Products through online, offline or other channels or means, or industry practices, will modify, supplement or explain the Terms used herein.  Once an order is submitted by a Purchaser, no such order is cancelable, terminable or deferrable by Purchaser for any reason whatsoever, unless expressly approved in writing by Lantronix.  All Purchasers are advised that Products are not designed for use in life support equipment or activities.  Malfunctioning of Products can be expected to result in a personal injury.  Purchasers using or selling such Products for use in life support equipment do so at their own absolute risk and hereby agree to fully indemnify and hold harmless Lantronix and any manufacturer of such Product for any Losses (defined herein) resulting from such use or sale.

2. PAYMENT. Prices for Products are quoted and payable in U.S. dollars.  Payment for each purchase shall be made (i) in advance, (ii) COD, or (iii) by letter of credit satisfactory to Lantronix (in its sole and absolute discretion), until such time as Purchaser shall provide Lantronix with evidence of Purchaser's good credit rating that is satisfactory to Lantronix in its discretion (collectively (i) through (iii) are the “Original Payment Terms”).  Thereafter, upon Lantronix’s written confirmation of the same, payment shall be made within thirty (30) days from the date of any shipment on each order (without regard to scheduled delivery of other orders). Invoices not fully paid within thirty (30) days of invoice date are subject to a service charge of one and one‑half percent (1.5%) per month, or the maximum amount permitted by law, whichever is less,  (or any fraction thereof for partial months) on outstanding balances until fully paid. In the event that Purchaser fails to make timely payments of invoices, then in Lantronix’ sole and absolute discretion, the terms of payment shall revert, upon written notice to Purchaser, to being due for Products under the Original Payment Terms. Should Purchaser choose to wire transfer funds, Purchaser shall bear all costs of the same and may not net such costs against any amount owed to Lantronix. Checks will be accepted for payment, subject to collection of the funds, and the date of collection shall be deemed the date of payment for the purposes hereof. Purchaser shall be responsible for all costs incurred by Lantronix in order to recover payment of unpaid amounts, including (without limitation) all costs and legal fees.  Payment received from Purchaser may be applied by Lantronix against any amount owing by Purchaser to Lantronix under the Terms or any other agreement or obligation, regardless of any statement or invoice referring to such payment; provided, that application of such payment by Lantronix to amounts due hereunder or under any other agreement or obligation of Purchaser shall not discharge Purchaser's liability for any additional outstanding amounts owed by Purchaser to Lantronix. Acceptance by Lantronix of any such payments shall not constitute a waiver of Lantronix' right to pursue the collection of any remaining balance owed to Lantronix under the Terms or any other agreement or obligation.  Without limiting the foregoing, Purchaser agrees to pay the entire amount of each order without any offset or deduction therefor.  The prices charged to Purchaser for any Product shall be the highest prevailing Lantronix rate for such Product, subject to Lantronix’ sole and absolute discretion and may be increased or decreased by Lantronix in its sole and absolute judgment (including, but not limited to, in the event of any increase in the cost to Lantronix of supplies, raw materials, labor, services, or any other increase whatsoever resulting from any governmental action or any other cause beyond Lantronix' control); provided, that such price increase(s) shall not apply to any Products that have been already delivered to Purchaser. Prices are exclusive of any taxes, fees, duties, VAT, withholding duties, other amounts due for sale, licensing or delivery of the Products, or other similar amounts (collectively, “Taxes”). Any and all Taxes shall be paid by Purchaser to Lantronix, and must be remitted to Lantronix along with the payment for the applicable Product order.

3. DELIVERY. Delivery will be F.O.B. Lantronix or its designated shipping facility.  Purchaser shall pay any and all freight, shipping and any other affiliated charges or duties associated with delivery of Products.  Payment for delivery and shipping costs will be due and must be remitted to Lantronix along with the payment for the applicable Product order.  Purchaser assumes any and all risk of loss upon delivery of any Products by Lantronix to the common carrier. Insurance will not be provided by Lantronix on any Products while in transit unless instructions to the contrary are clearly marked on the face of Purchaser’s order and Lantronix has accepted the same in a signed writing.  If insurance is provided, Purchaser will be charged at the time of purchase for all insurance at the rate Lantronix is charged by the carrier being used. If Purchaser requests insurance but does not select a carrier, Lantronix will select the carrier.  Lantronix does not assume liability in connection with the shipment nor shall the carrier be construed to be the agent or representative of Lantronix.  Lantronix will make commercially reasonable efforts to deliver, but makes no promises or guarantees whatsoever. If Purchaser specifies the carrier in writing to Lantronix, then Lantronix will ship the Products under such carrier, provided that costs and expenses of such carrier (including, but not limited to, insurance) will be charged to Purchaser.  If Purchaser has requested to pick up Products, Lantronix shall have the right to ship any Products not picked up within three (3) business days of notification that the Products are available for pickup.  Delivery of the first installment of any Products within thirty (30) calendar days after the date specified in any order accepted by Lantronix hereunder shall constitute timely delivery.  Thereafter, delivery to Purchaser shall be deemed timely, unless prior to shipment by Lantronix, written notice(s) of cancellation is received from Purchaser.  If there is a delay in delivery of an installment hereunder, such delay shall entitle Purchaser to cancel that installment only (subject to any terms to the contrary herein that would restrict even the cancellation of that installment) without any other liability thereof to Lantronix.  Claims of late delivery are barred hereunder unless made prior to receipt of Products. The receipt of any Products shall automatically and irrevocably constitute a waiver of any claim that they were delivered late.  Purchaser has a duty to immediately inspect any Products delivered to it and to give written notice to Lantronix of any defects found immediately after inspection by Purchaser.  Products shall be deemed accepted by Purchaser upon receipt of shipment.  Products will be packed and prepared for shipment in the sole and absolute discretion of Lantronix.  Lantronix may ship partial shipments of any order at its sole and absolute discretion. Lantronix is under no obligation to provide notice of any expected delay for any shipment or delivery. Any Products may be shipped or delivered early at any time at the discretion of Lantronix without any liability thereof to Lantronix.  Any estimates of shipping or delivery dates displayed or discussed online are preliminary good-faith estimates and shall in no way be binding or create any representation or warranty by Lantronix.  If Purchaser is permitted by Lantronix to reject any Products delivered hereunder, Purchaser’s only remedies are to: (i) return rejected Products for full credit at the price charged (excluding shipping and transportation costs); or (ii) accept a conforming portion of any shipment; or (iii) have rejected Products replaced by Lantronix. Notwithstanding anything to contrary herein, orders for Products that are not listed in Lantronix’ current price book, including, but not limited to, semi-custom or custom product that have special markings, have received special testing, or are specifically manufactured for Purchaser, may not be cancelled except under the provisions of a prior written agreement between Purchaser and Lantronix that sets forth the cancellation charges to be paid by Purchaser in the event of cancellation.  If the above prior written agreement is not in place the charges shall be 100%, and payable in full by Purchaser.

4. SECURITY INTEREST. Purchaser hereby grants Lantronix a first position, priority security interest in any and all Products, and any other property into which the Products as collateral may be converted (including, but not limited to, monies received from a resale or distribution of such Products, if a resale or distribution is otherwise permitted, or any product into which Products are combined, incorporated or used), until full and complete payment (including, but not limited to, any applicable interest and other fees due) is made to Lantronix.  Purchaser further hereby names and appoints Lantronix as its attorney‑in‑fact to file a financing statement under California Commercial Code Division 9, effective on the date of any order hereunder, relating to Products, and to take any other action to perfect the first position, priority security interest of Lantronix in such Products.

5. WARRANTIES. If the Product consist of software produced by Lantronix (“Software”), Lantronix warrants only that for a period of sixty (60) calendar days from the date of shipment of the Product, that such Software will operate substantially according to Lantronix specifications (if such Software is used  in accordance with instructions provided by Lantronix); in the event that any Software fails to meet the aforementioned warranty, the sole, exclusive and only obligation of Lantronix shall be to replace such unit with another unit of the same Software following the Purchaser’s return to Lantronix of the defective Software  (collectively, the “Limited Warranty”).  Purchaser is responsible for the costs and expenses associated with any return under the Limited Warranty.  Lantronix shall be responsible only for that freight associated with any replacement Software being returned to Purchaser.  Lantronix warrants Products of its manufacture, excluding Software, to be free from defects in material and workmanship for the period of time stated on the specific Product (“Product Warranty”); see web link below for more information.  Lantronix will transfer to Purchaser any transferable warranties that Lantronix receives from the manufacturer (if not Lantronix) of the Product. In the event of a breach of this Product Warranty, Lantronix' liability shall be limited (at Lantronix' sole option and election) to (i) refund of Purchaser’s purchase price for such affected Products (without any interest or other compensation or expenses therefor), (ii) repair of such Products, or (iii) replacement of such Products; provided that in each case, such Products must be returned to Lantronix within the applicable warranty period, pursuant to Lantronix’ prevailing RMA policies (such policies are available upon request from Lantronix).  Prior to the return of any Product, Purchaser must have contacted Lantronix and obtained a return material authorization (RMA) number.  Except for repaired Products returned to Purchaser pursuant to (ii) above, all other Products (and parts thereof) returned to Lantronix shall become the sole and exclusive property of Lantronix.  The Product Warranty does not cover neglect, normal wear and tear, damage caused by the user or damage caused by improper installation, repair or modification of Products, or failure to maintain Products in accordance with Lantronix' or the manufacturer’s applicable instructions. Any service requested by a Purchaser related to problems not covered by the Product Warranty will be subject to an additional charge and will be separately billed to Purchaser at Lantronix' prevailing standard rates for time and materials.  Other than as expressly stated herein, Lantronix makes absolutely no other warranty whatsoever (express, implied or otherwise) with respect to any Software, Products, these Terms or otherwise.  WITHOUT LIMITATION TO THE FOREGOING, EXCEPT AS IS EXPRESSLY SET FORTH HEREIN, LANTRONIX SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES, INCLUDING (WITHOUT LIMITATION): INFRINGEMENT; TITLE; MERCHANTABILITY; OR SUITABILITY FOR ANY PARTICULAR USE OR PURPOSE OF ANY PRODUCT OR SOFTWARE.  Except as expressly set forth herein, Lantronix’ prevailing warranty policies posted on its website shall apply to and govern warranties related to Products under the Terms (such policies are located at http://www.lantronix.com/support/warranty.html); provided, that in the event of any conflict or inconsistency between the warranty policies noted in these Terms and those warranty policies posted on the Lantronix website, the former shall prevail and control.

6. EQUIPMENT CHANGES. Lantronix may, at its sole and absolute discretion, and without any notice thereof to Purchaser before or after the applicable order, make any changes to any equipment used with respect to any Product (including, but not limited to, as such changes may relate to design, manufacturing, production or testing of Products) that:  (i) do not affect physical or functional interchangeability of the Product; or (ii) allow any Lantronix equipment to perform at a higher level of assembly, or (iii) are required for reasons of health or safety, or (iv) are necessary to meet any equipment specifications.

7. EXPORT. Purchaser understands that Lantronix Products are subject to regulation by governmental agencies of the United States, including, but not limited to: the U.S. Department of Commerce; the Treasury Department’s Office of Foreign Assets Control (OFAC); and, the International Traffic in Arms Regulations (ITAR).    Purchaser agrees to comply with all export and re-export control laws and regulations.  Specifically, Purchaser represents that it is not located in Cuba, Iran, North Korea, Sudan, or Syria and that Purchaser is not a listed entity on any of the prohibited party lists including the Commerce Department’s Denied Persons List, Entity List, and Unverified Parties List; the Treasury Department’s List of Specially Designated Nationals List, and the State Department’s list of debarred parties.  Purchaser also covenants that it will not export, directly or indirectly, or sell, re export, transfer, divert, or otherwise dispose of any Product, software or technology (including products derived from or based on such technology) received from Lantronix to any destination, entity, or person prohibited by the laws or regulations of the United States, without obtaining prior authorization from the competent government authorities as required by those laws and regulations.

8. LIMITATION OF LIABILITY. Notwithstanding anything to the contrary herein, in no event shall Lantronix be liable (regardless of the theory of liability) for: (a) any special, consequential, incidental or punitive damages (including, without limitation, for lost profits or revenues), even if Lantronix was informed of the possibility of such damages, related to, in connection with or arising from the Terms or Products; or (b) total cumulative liability hereunder in connection with, related to or arising from the Terms or Products in amounts greater than the amount actually paid by Purchaser to Lantronix hereunder.  The parties expressly acknowledge and agree that the limitations of liability set forth in this paragraph are an essential part of the Terms, and in the absence of such limitations, the economic terms of the Terms would have been substantially different than provided herein and/or the parties would not have agreed to the Terms.

9. INDEMNIFICATION. Purchaser (“Indemnitor”) will, at its own expense, defend, indemnify and hold harmless Lantronix, its subsidiaries, affiliates, manufacturers and agents, and their respective officers, directors, shareholders, agents, representative, contractors, employees and customers (each, an “Indemnitiee”, and collectively, “Indemnitees”) from and against any and all loss, cost, expense, damage, claim, demand, or liability, including (without limitation) reasonable attorney and professional fees and costs, and the cost of settlement, compromise, judgment, or verdict incurred by, or demanded of, an Indemnitee (collectively, “Losses”), arising out of, resulting from or occurring in connection with: (a) the Indemnitor’s gross negligence, bad faith, willful misconduct, breach of any of the terms of these Terms or violation of any applicable law, rule or regulation; (b) violation of any other third-party intellectual property right, or other property or personal right; (c) the Indemnitor’s marketing, installation, sale or support of any Product; or (d) any use or sale of the Products in life support equipment.  Indemnitee shall have the exclusive right to control, with counsel of its own choosing, the defense and/or settlement of any Losses.

10. ADVICE/TRAINING. Any technical advice offered or given (whether online or offline, or whether by written, oral or visual discussions or presentations) by Lantronix to Purchaser for any Products is only as a free accommodation to Purchaser.  Lantronix shall have absolutely no responsibilities or liabilities whatsoever therefrom.  Purchaser acknowledges and agrees that no installation, training or education is provided under the Terms, unless specifically agreed in writing by Lantronix. If Purchaser receives any training from Lantronix, such training is personal to the persons receiving such training. Purchaser acknowledges and agrees that any persons receiving such training may not be capable of operating the Products.

11. MISCELLANEOUS. a) The Terms contain the entire agreement between the parties and supersede any prior or contemporaneous oral or written agreements or understandings (express, implied or otherwise) between the parties relating to the purchase of Products by Purchaser.  b) The Terms may not be modified, amended or cancelled without Lantronix' prior written consent; provided, that Lantronix may, in its sole and absolute discretion, modify or change any aspect of the Terms at any time, effective upon notice to Purchaser or by (i) mailing or electronically sending the change or updated Terms or (ii) by posting the change or the updated Terms on the applicable website or online platform/exchange of Lantronix.  The end of these Terms specifies when the Terms were last revised. Purchaser must periodically review the Terms to ensure that Purchaser is in compliance with any ongoing changes or modifications that are made to the Terms.  Lantronix reserves the right, but has no obligation, to modify the Terms as it applies to any specific Purchaser, provided that any and all such special modifications must be in a signed writing between Lantronix and the applicable Purchaser.  Any specialized modifications so made shall apply exclusively and only to the Purchaser that is a party to such written agreement.  c ) No delay, failure or omission to exercise any right, power or remedy accruing to Lantronix under the Terms (or its breach or default thereof by Purchaser) shall impair, or be deemed a waiver of, any such right, power or remedy of Lantronix.  d) If any provisions hereof shall be held unenforceable by a court of competent jurisdiction, then (i) the remaining provisions shall remain unaffected and in full force and effect, and (ii) such unenforceable provision will be enforced to the maximum extent permissible under the circumstances so as to effectuate the original intent of the parties with respect to such provision.  e) The Terms shall be construed and enforced in accordance with the internal laws (excluding any conflicts of law provisions) of the State of California applicable to contracts wholly executed and to be performed therein.  The parties agree that the United National Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions shall not apply to the Terms.  f) No Dispute arising from or related to the Terms shall be instituted by Purchaser more than one (1) year after the cause of action has accrued.  Any claim, controversy, action, dispute, suit or proceeding arising out of, related to, or in connection with these Terms (each, a “Dispute”) shall be brought in the state and federal courts in Orange County, California.  Purchaser hereby expressly consents to the exclusive venue and personal jurisdiction of such courts.  The prevailing party in any Dispute shall be entitled to recover its reasonable expenses, including (without limitation) attorneys’ fees and court costs.  g) The rights and remedies of Lantronix hereunder are cumulative and may be exercised singularly or concurrently without prejudice thereof to Lantronix.  h)  The Terms create no rights or benefits enforceable by any third party.  i) Lantronix will not be liable for any delay or failure to perform acts due to causes beyond its control (including, without limitation, fire, flood, strike, civil disturbance, terrorism, war or Acts of God).  If any such circumstances occur, Lantronix shall provide notice to Purchaser and Lantronix’ time for performance will be extended for a period of time equal to the duration of the delay or default caused.  (j)  The Terms will be binding upon and inure to the benefit of the parties hereto and their respective successors, heirs, executors and permitted assigns.  Neither the Terms, nor any rights or obligations hereunder, may be assigned or otherwise transferred by Purchaser without the prior written consent of Lantronix.  Any attempted assignment in violation of this paragraph shall be null and void.  Purchaser shall be deemed to have consented to the Terms and each and every provision herein by submitting an order for any Product to Lantronix.  k) Purchaser shall be deemed to have signed and accepted the Terms by any of the following: its electronic signature, placement of an order, or submission of payment information for any order; provided, that any and all Orders shall nevertheless be subject to Lantronix’ acceptance thereof .  l) The article, section and paragraph headings used herein are for convenience only and shall be of no effect in construing or interpreting the Terms.  m) The Terms shall be interpreted as having been drafted together by each of the parties and duly reviewed by each party with the assistance of its respective legal counsel.  n) Nothing in the Terms will be construed to constitute an agency, partnership, joint venture or employer-employee relationship between the parties.  Neither party has the power, and will not hold itself out as having the power, to act for or in the name of, or to bind, the other party.  o) Unless otherwise stated herein, any notices hereunder shall be in writing and be delivered by hand or mail to the principal place of business of the recipient and shall be deemed given upon delivery, if by hand, or three (3) business days after mailing if by certified first class postal mail, return receipt requested; provided, that Lantronix may (in lieu of notice by hand or mail) in any instance provide notice to Purchaser via electronic mail, which notice shall be effective immediately upon Lantronix’ electronic dissemination of such notice.  Either party may change its address for receipt of notice to the other party by delivering notice of such change pursuant to this paragraph.

12. PRIVACY. Prior to providing any personal information, please review the Online Privacy Policy, which is hereby incorporated by reference.  Purchaser understands that all personal information provided by or to Lantronix will be subject to the terms and conditions of the Privacy Policy.  Purchaser agrees and warrants that any and all of Purchaser’s personal information provided to Lantronix is true, correct and complete, including, but not limited to, Purchaser’s name, physical or electronic mailing address, phone number, fax number, credit/debit/check card and other information requested (and the Purchaser agrees to update any and all of the same for so long as these Terms are in effect).  Purchaser acknowledges and agrees that Lantronix may disclose information that Purchaser provides if required to do so by any applicable law, rule or regulation, or if Lantronix, in its sole and absolute discretion, believes that disclosure is reasonable or necessary to (1) comply with any applicable law, requests or orders from law enforcement, or any legal process (whether or not such disclosure is required by applicable law, rule or regulation);  (2) protect or defend the rights or property of Lantronix or any third party; (3) to facilitate completion of any transaction requested by Purchaser.

13. ONLINE TRANSACTIONS. (a) This Section 13 (and Sections 14 through 17 below) shall apply only in the case of purchases and sales of Products over the Internet or through online means (“Online Transactions”).  Except as set forth in this Section 13 and/or Section 14 through 17 below, the other provisions of these Terms shall apply in full force and effect to all Online Transactions (where, and, as applicable).  In the event of any conflict or inconsistency between the provisions of Sections 13 through 17 of the Terms, on the one hand, and any other provisions of the Terms, on the other hand, the former shall prevail and control.  EACH PURCHASER OF PRODUCTS THROUGH ONLINE TRANSACTIONS EXPRESSLY AGREES AND ACKNOWLEDGES THAT THE PURCHASER HAS READ, UNDERSTOOD AND ACKNOWLEDGES THAT THE PURCHASER IS ALSO BOUND BY THE TERMS OF USE. 

(a) Notwithstanding anything to the contrary in Section 3 above, the following provisions of this paragraph shall apply to all Online Transactions:  THERE IS NO GUARANTEE OR WARRANTY BY LANTRONIX THAT PRODUCTS WILL BE DELIVERED TIMELY OR IN ANY SPECIFIC TIMEFRAME; IF PRODUCTS ARE NOT AVAILABLE OR ARE SOLD OUT, DELIVERY MAY BE SUBSTANTIALLY DELAYED.  Purchaser expressly understands and agrees that Lantronix may deliver products at any time in its sole and absolute discretion, without incurring any penalty or liability therefrom.

(b) Notwithstanding anything to the contrary in Section 2 above, the following provisions of this paragraph shall apply to all Online Transactions: All payments are due at the time of online purchase submission by Purchaser, and shall be made by credit card, debit card, check card, or other payment option offered to Purchaser by Lantronix (in its sole and absolute discretion).  Purchaser agrees (i) to pay its applicable credit card provider for any purchases of Products made via credit card; (ii) to allow debit or withdrawal of funds from its applicable account for any purchases of Products made by debit or check card; and (iii) not to initiate any process for refund, chargeback, voiding of transactions, or other actions or activities to invalidate the purchase order for any payment for Products, for any Products purchased by any credit card, debit card or check card.  Payments that are fraudulent, contain incorrect or incomplete information, are rejected by the card processor, are uncollectible, or are otherwise not duly remitted to Lantronix as required by Lantronix, may be subject to a service charge of one and one‑half percent (1.5%) per month or the maximum amount permitted by law, whichever is less, (or any fraction thereof for partial months) on outstanding balances until fully paid and cancellation and/or delay in fulfillment of the applicable Product order.  No form of payment (such as, without limitation, check, wire, electronic transfer, etc.) will be accepted unless specifically offered online by Lantronix or agreed to in a signed writing by Lantronix in each instance (and subject to any additional terms and conditions provided by Lantronix that may apply to such form of payment).

(c) Notwithstanding anything to the contrary in Sections 1, 2, 3 and 5 above, the following provisions of this paragraph shall apply to all Online Transactions: other than for breaches of warranties as specified in “Warranties” below, no refunds, returns or exchanges of Products will be permitted for Online Transactions, and ALL SALES OF PRODUCTS THROUGH ONLINE TRANSACTIONS ARE FINAL; provided, that Lantronix’ prevailing return policies posted on its website shall apply to returns related to Products under the Terms (such policy is located at http://www.lantronix.com/support/warranty.html).   

14. EXISTING AGREEMENTS. Each Purchaser, as an online user accessing the websites and domains of Lantronix, is subject to and shall abide by: (a) the Lantronix, Inc. Terms of Use (“Terms of Use”), as modified and updated from time to time, and currently available at http://www.lantronix.com/about/terms.html (The Terms of Use govern each online user’s, including (without limitation) each Purchaser’s, use of and access to Lantronix websites and domains (including, but not limited, to sub-domains thereof)); (b) the Online Privacy Policy (“Privacy Policy) of Lantronix, as modified and updated from time to time, and currently available at http://www.lantronix.com/about/policies.html#privacy (the Online Privacy Policy applies to the collection and use of personal information obtained from online users, such as, without limitation, Purchasers; for the purposes hereof, the definition of “Services” in the Privacy Policy shall be deemed to include the online purchase and sale of Products by Purchaser); and (c) any and all other applicable Lantronix policies (“Other Policies”), as modified and updated from time to time, and currently available at http://www.lantronix.com/about/policies.html (such policies may include, without limitation, Web Communications Policy, Environmental Policy Statement, ISO Registration, Warranty Policy and RoHS and WEEE).  In the event of any conflict between the Terms and the provisions of any of the Terms of Use, Privacy Policy and/or Other Policies, the Terms shall prevail and control (but only to the limited extent of such conflict).  Except as set forth in the preceding sentence, each and all of the provisions of the Terms of Use, Privacy Policy and Other Policies are hereby reaffirmed and shall be in full force and effect in their respective application to Purchaser.

15. ONLINE REGISTRATION. Lantronix may, in its sole and absolute discretion, require that any Purchaser register for an account or receive pre-approval (or otherwise be subject to pre-screening by Lantronix) before submitting a purchase order for Products through Online Transactions hereunder.  Registration, approval or screening shall be conducted in Lantronix’ sole and absolute discretion and Lantronix may reject, deny or remove Purchaser from purchasing Products of Lantronix over the Web.  In order to purchase Products through Online Transactions hereunder, Purchaser must submit to Lantronix (or any Lantronix-designated third party payment processor) information for billing and payment purposes, including (without limitation) a valid credit card number with available credit sufficient to pay fees and associated charges and expenses for all Products ordered in Online Transactions hereunder, and other information required by Lantronix (in its sole and absolute discretion).  All such payment information submitted to Lantronix must be current, complete and accurate and Purchaser is responsible for updating such information should it ever become reasonably necessary.  Further, Purchaser authorizes Lantronix (or such third party payment processing entity designated by Lantronix) to take any and all reasonable actions needed to verify the authenticity and validity of any credit card number provided by, or on behalf of, Purchaser.  Under absolutely no circumstances whatsoever will Lantronix be liable for any overdraft charges or over-the-limit credit/debit/check card fees or expenses, regardless of the fault, acts, omissions or negligence of Lantronix thereof, that are incurred by Purchaser.

16. ONLINE ACCOUNTS.  At Lantronix’ sole and absolute discretion, a Purchaser may receive a unique username and password (and an option to change the same).  Purchaser is solely and exclusively responsible for maintaining the confidentiality and security of such usernames and passwords.  Moreover, each Purchaser is responsible and liable for any and all activities that occur under his, her or its applicable account.  Lantronix must be notified in writing immediately in the event of any unauthorized use or access to any account or any breach of account security.  However, regardless of such notification, Lantronix will under absolutely no circumstances whatsoever be liable or responsible for any loss that is incurred as a result of any unauthorized use or access to any account (regardless of any party’s fault or wrongdoing).

17. SPECIAL PRODUCTS.  The Terms shall apply to online purchases and sales of extended warranties, advanced replacement and technical support services provided by Lantronix.  Such extended warranties, advanced replacement and technical support services shall be included in the definition of “Products” hereunder and online purchases and sales of the same shall be governed by the applicable provisions of the Terms.  Extended warranties, advanced replacement and technical support services shall be subject to prevailing Lantronix policies for the same (such policies can be found at http://www.lantronix.com/support/warranty.html and http://www.lantronix.com/support/service-select.php).  In the event of any conflict or inconsistency regarding extended warranties, advanced replacement and technical support services between the provisions hereof and such policies, the policies shall prevail and control.  The prices and fees for extended warranties and technical support services may be quoted, list and sold separately or may be sold in connection or conjunction with the sales of other Products.

18. LAST REVISED. These Terms were last revised as of November 7, 2013.