ALL TRANSACTIONS WITH Q1, LLC, A FLORIDA LIMITED LIABILITY COMPANY ("Q1"), ARE GOVERNED BY THE TERMS AND CONDITIONS SET FORTH BELOW (THIS "AGREEMENT"). PLEASE REVIEW THIS AGREEMENT CAREFULLY. BY SUBMITTING YOUR REGISTRATION OR PLACING ANY ORDER, YOU ACKNOWLEDGE AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS. Q1 MAY AMEND THIS AGREEMENT AT ANY TIME BY POSTING UPDATED TERMS ON ITS WEBSITE. UNLESS OTHERWISE STATED IN SUCH POSTING, ALL AMENDMENTS BECOME EFFECTIVE IMMEDIATELY UPON PUBLICATION. AS USED IN THIS AGREEMENT, "YOU" AND "YOUR" REFER TO THE APPLICANT OR REGISTERED PURCHASER.

1. Services

Q1 sells wireless phones, accessories, data products and parts ("Products"), and services associated with the wireless industry. Q1 reserves the right to amend, cancel or alter these services at Q1's sole discretion.

2. Definitions / Product Conditions

For clarity in all transactions, Products sold by Q1 fall into the following defined condition categories:

• "New" means factory-sealed, unused product in original OEM packaging with no prior activation or use.
• "Refurbished" means product restored to good working condition through repair, replacement or reconditioning processes. Packaging may or may not be original.
• "Tested" means product assessed for basic power-on and functional performance but not refurbished or reconditioned.
• "Used" means product previously activated or utilized by an end user and may show signs of wear or prior handling.
• "As-Is" means product sold with no representation or warranty of any kind as to condition, completeness or functionality, and without eligibility for return, credit or replacement.
• "Production Fallout" means product that did not meet OEM quality standards, may contain cosmetic or functional defects, and is sold without warranty.

These condition categories apply to all Products sold under this Agreement unless otherwise stated in writing.

3. Environmental

Both parties explicitly agree (i) to comply with all applicable local, state, federal and international environmental regulations and guidelines, (ii) that any end-of-life Products obtained from Q1, including scrap handsets, batteries, accessories and components, will under no circumstances be sent to a landfill, (iii) that all such end-of-life materials will be sent to a qualified recycler located in a member country of the Organization for Economic Cooperation and Development, and (iv) to contact Q1 for guidance regarding Q1's environmental requirements, including approved recycling methods and end-of-life product management procedures.

4. Orders and Shipping

Q1 agrees to ship orders within the agreed upon time of the order and after receipt of the undisputed funds from you. You are responsible for all reasonable shipping charges including freight, handling, import taxes, duties and other similar charges. All products are shipped directly by Q1 unless otherwise stated. If you desire inspection prior to shipping, it is Your responsibility to coordinate with Q1. Delivery is FOB Shipping Point, with title and risk of loss transferring to You upon Q1's tender to the carrier. At Your request, Q1 will use an approved freight carrier, cover upfront freight costs, and add such costs to Your invoice. Q1 is not responsible for delays, carrier errors or customs holds.

5. Title and Security Interest

Title to all Products will remain with Q1 until the corresponding invoice is paid in full. Q1 retains, and You hereby grant, a purchase-money security interest in all Products sold on credit terms, together with all proceeds thereof, until payment has been received in full. Q1 may, at its option, file UCC-1 financing statements or similar notices to perfect its security interest, and You agree to execute any documents reasonably required to facilitate such filings. Risk of loss transfers as stated in the Shipping section, but title will not transfer until all amounts owed to Q1 are satisfied.

6. Payment Terms

Q1 standard payment terms are wire transfer in advance, and all invoices will include applicable wire transfer fees charged by the originating or intermediary bank. Customers with satisfactory audited financials or an exemplary payment history with Q1 may inquire about COD or Open Credit terms, both of which remain subject to Q1's approval in its sole discretion. For convenience, domestic credit cards are accepted and invoicing will include a surcharge to cover transaction fees. For wire transfer and credit card orders, all applicable funds must post to Q1's bank account within the stipulated time frame. If funds do not post as required, Q1 may cancel the order, release the Products for sale to another buyer, and revoke any offered credit terms.

7. Taxes

Any Sales tax, transfer tax, or any other tax or fee which may be assessed by any jurisdiction having taxing authority over any transaction conducted with Q1 will be Your sole responsibility. Q1 is not responsible for the calculation of any taxes or the reporting or remittance of any taxes to any taxing authority other than those required to be collected and remitted by Q1 under the laws of the State of Florida. You agree to indemnify Q1 for any taxes, penalties or interest arising from Your failure to report or remit taxes properly.

8. Warranty

Q1 offers a warranty on new, tested and refurbished Products as stipulated on the Website and, unless expressly stated otherwise, solely for Products (i) sold to the original purchaser, and (ii) for which a warranty request is received within the corresponding number of stipulated calendar days from the date of original invoice. For approved warranty returns, if exchange or repair is not available, a credit will be issued to Your account for future purchases only. Any missing Product, mismatched serial number or Product physically altered beyond its originally shipped condition may result in a partial or complete forfeiture of replacement value. Q1 does not provide any warranty for used, as-is, production fallout or repair-stock Products, all of which are purchased at Your risk.

9. Returns

Please contact Q1 Customer Service per the instructions on the Website for all return requests. Requests must be submitted before any shipment, must include a complete list of electronic serial numbers (IMEI, ESN or MEID) and must describe the defect experienced. Once reviewed, a Return Authorization Number ("RAN") will be issued for all Products eligible for return. RANs expire if the Product is not received by Q1 within the stated return window. Equipment returned without a valid RAN will be refused and returned to You at Your cost, and no credit will be issued.

10. Product Recalls

In the event of any manufacturer, carrier or regulatory recall, withdrawal or safety notice, You agree to cooperate fully with Q1. Such cooperation includes immediately ceasing all sales of the affected Products, notifying Your customers as required, segregating any remaining inventory and returning affected Products to Q1 promptly upon request. Q1 will determine, in its sole discretion, whether credit, replacement or refund will be issued for recalled Products.

11. Warranty Disclaimer

WE PROVIDE OUR SERVICES AND PRODUCTS AS IS AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. WITHOUT LIMITING THE FOREGOING, Q1 AND ITS SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. Q1 does not guarantee continuous, uninterrupted or secure access to the Website, and Website operation may be affected by factors outside Q1's control. Q1 is not responsible for any failure to process orders, any system interruptions or any outages, delays or errors of any kind.

12. Device Data and Privacy

You acknowledge that Products may contain software capable of storing, transmitting or retaining data, including personal or customer information. You are solely responsible for ensuring that any devices You purchase, handle, resell or return under this Agreement are properly wiped, sanitized and processed in compliance with all applicable privacy, data protection and security laws. Q1 does not accept or assume any liability for any data that may be present on any device at any time, including any loss, disclosure, misuse or failure to remove such data.

13. Limitation of Liability

WE SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTIES FOR LOSS PROFITS, LOSS OR USE, OR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH OUR SERVICES, USE OF THE WEBSITE, OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE) EVEN IF EXPRESSLY MADE AWARE OF THE POSSIBILITY THEREOF. OUR LIABILITY TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE (WHETHER SUCH LIABILITY ARISES FROM BREACH OF WARRANTY, BREACH OF THIS CONTRACT OR OTHERWISE, AND WHETHER IN CONTRACT OR IN TORT, INCLUDING NEGLIGENCE AND STRICT LIABILITY) IS LIMITED TO THE AMOUNT OF FEES ACTUALLY RECEIVED BY Q1 FOR THE SPECIFIC TRANSACTION GIVING RISE TO THE CLAIM. YOU ACKNOWLEDGE THAT THESE LIMITATIONS ARE A MATERIAL PART OF THE BARGAIN BETWEEN THE PARTIES.

14. Indemnification

You agree to indemnify, defend and hold harmless Q1 and its officers, directors, employees, affiliates, suppliers and carriers from and against any and all claims, demands, actions, losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or relating to: (i) Your breach of this Agreement; (ii) Your misuse, resale, modification, export, re-export or distribution of any Product; (iii) Your violation of any applicable law, regulation, carrier policy or OEM requirement; (iv) any claim relating to data, privacy or security associated with devices handled, sold or returned by You; and (v) any negligence, misconduct or fraudulent act by You or Your employees, contractors or agents. Q1 may assume the exclusive defense and control of any matter subject to indemnification, and You agree to cooperate fully in such defense. This indemnification obligation survives termination of this Agreement.

15. Governing Law

This Agreement will be governed by the laws of the State of Florida, without regard to conflict-of-law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

16. Dispute Resolution

For sales to any buyer incorporated in or a resident of the United States, the parties acknowledge and agree that the Middle District Courts, located in Orange County, FL, U.S.A., will have sole and exclusive authority to hear and adjudicate any dispute arising out of or related to this Agreement and each party hereby irrevocably consents to the jurisdiction of such courts.

17. Credit Check Authorization

By signing this Agreement, You authorize Q1 to obtain, review and continuously monitor Your credit profile, including business credit reports, soft credit inquiries, trade references and bank information, both at account opening and at any time thereafter. You authorize Q1 to verify Your ownership structure, officers, control persons, EIN, state registrations and tax status as needed to evaluate or update Your creditworthiness. You further authorize all banks, financial institutions, credit bureaus, trade partners, carriers, OEMs and other third parties to release information requested by Q1 without further notice to You.