Terms and Conditions

OnVirtu, LLC

Last updated: September 17, 2026

Effective: September 17, 2026

These Terms and Conditions (the "Terms") govern your access to and use of onvirtu.com and onvirtudirect.com, together with any related sites, tools and services we operate (together, the "Site"), and your purchase of products and services from OnVirtu, LLC ("OnVirtu," "we," "us," "our").

By accessing the Site or placing an order, you agree to these Terms. If you do not agree, do not use the Site or purchase from us. If you are entering into these Terms on behalf of a company or other organization, you represent that you have authority to bind it, and "you" refers to that organization.

IMPORTANT: Please read Section 19 (Limitation of Liability) and Section 23 (Governing Law and Venue) carefully. They limit our liability to you and determine where disputes are resolved.

• 1. Who we are and eligibility

• 2. Accounts and credentials

• 3. Site license and intellectual property

• 4. Prohibited uses

• 5. Product information, pricing and availability

• 6. Errors, inaccuracies and omissions

• 7. Orders, acceptance and cancellation

• 8. Payment terms

• 9. Taxes and resale certificates

• 10. Shipping, delivery, title and risk of loss

• 11. Returns, RMAs and restocking

• 12. Product warranties

• 13. Export control and sanctions

• 14. Third-party products, links and tools

• 15. Your submissions

• 16. Text messaging (SMS)

• 17. Disclaimer of warranties

• 18. Limitation of liability

• 19. Indemnification

• 20. Privacy

• 21. Term and termination

• 22. Governing law and venue

• 23. General

• 24. Changes to these Terms

• 25. Contact

1. Who we are

OnVirtu, LLC is a value-added reseller and distributor of fleet and enterprise connectivity hardware and related services, with its principal place of business at 21561 Surveyor Circle, Huntington Beach, CA 92646, USA.

We operate two connected web properties:

• onvirtu.com — our main website, hosted on the Squarespace platform.

• onvirtudirect.com — our online store, hosted on Shopify Inc., which provides the e-commerce platform that allows us to sell products and services to you online.

In these Terms, "the Site" means both properties. These Terms apply to your use of either one and to every order you place through them. Squarespace, Shopify and our payment providers each have their own terms, which apply to their services in addition to these Terms.

Our products and services are offered for business use. By ordering, you represent that you are at least the age of majority in your state or province of residence and that you are ordering for business purposes or for your own lawful use.

2. ACCOUNTS AND CREDENTIALS

We may issue you, or allow you to select, a username and password to access parts of the Site or our ordering systems. You are responsible for keeping them confidential and for all activity under your account. Notify us immediately if you become aware of unauthorized use, and follow our instructions for changing your credentials. We may block or reset any username or password at any time at our discretion.

3. SITE LICENSE AND INTELLECTUAL PROPERTY

All content on the Site — including text, graphics, logos, button icons, images, product descriptions, data compilations and software — is the property of OnVirtu or its content suppliers and is protected by United States and international copyright, trademark and other intellectual property laws.

We grant you a limited, revocable, non-exclusive, non-transferable license to access and make personal or internal business use of the Site. This license does not include, and you may not, without our express written consent:

• resell or make commercial use of the Site or its contents;

• collect or use product listings, descriptions, images or prices;

• make any derivative use of the Site or its contents;

• download or copy account information for the benefit of another merchant; or

• use any data mining, robot, scraper or similar data gathering or extraction tool on the Site.

You may not use the Site or its contents for text or data mining, or to train, fine-tune or evaluate any machine learning or artificial intelligence model, without our express written consent. This is an express reservation of rights.

Any use not expressly permitted terminates the license granted in this section.

4. PROHIBITED USES

You may not use the Site or its content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful act; (c) to violate any international, federal, state or local regulation, rule, law or ordinance; (d) to infringe our intellectual property rights or those of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate or discriminate on the basis of gender, sexual orientation, religion, ethnicity, race, age, national origin or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or other malicious code; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Site or any related service. We may terminate your use of the Site for violating any of these prohibitions.

5. PRODUCT INFORMATION, PRICING AND AVAILABILITY

We try to describe our products as accurately as possible, but we do not warrant that product descriptions, specifications, images or other content are accurate, complete, reliable, current or error-free. Manufacturer specifications may change without notice. Colors and images may display differently on your screen.

Prices are quoted in U.S. dollars and are subject to change without notice until an order is accepted. Quotes are valid for [30] days unless stated otherwise on the quote.

Product availability is not guaranteed. We may limit quantities, limit or refuse sales to any person, geographic region or jurisdiction, and discontinue any product at any time. Any offer made on the Site is void where prohibited.

6. ERRORS, INACCURACIES AND OMISSIONS

Occasionally there may be information on the Site that contains typographical errors, inaccuracies or omissions relating to product descriptions, pricing, promotions, offers, shipping charges, transit times or availability. We reserve the right to correct any error, inaccuracy or omission, and to change or update information or cancel an order if any information was inaccurate — including after you submitted the order. If we cancel an order for this reason after you have been charged, we will issue a full refund.

We have no obligation to update information on the Site except as required by law. No update or refresh date should be taken to mean that all information on the Site has been revised.

7. ORDERS, ACCEPTANCE AND CANCELLATION

Your order is an offer to buy. No order is binding on us until we accept it, which we do by sending an order confirmation or by shipping the products. We may refuse or cancel any order, and may limit or cancel quantities purchased per person, per household or per order, including orders placed under the same account, the same payment card, or the same billing or shipping address.

We may limit or prohibit orders that in our sole judgment appear to be placed by dealers, resellers or distributors not authorized by us. If we change or cancel an order, we will attempt to notify you using the email address, billing address or phone number you provided.

You agree to provide current, complete and accurate purchase and account information, and to keep it updated — including your email address, payment card number and expiration date — so that we can complete your transactions and contact you.

Requests to cancel or change an order must reach us before the order ships. Once an order has shipped, the returns process in Section 12 applies.

8. PAYMENT TERMS

• Unless we have agreed credit terms with you in writing, payment is due in full at the time of order.

• Where we have extended credit terms, invoices are due [net 30 days] from the invoice date.

• Past due amounts accrue interest at the lesser of [1.5%] per month or the maximum rate permitted by law, from the due date until paid.

• You are responsible for our reasonable costs of collection, including attorneys' fees.

• We may suspend shipments, withdraw credit terms, or require prepayment if your account is past due.

• You may not withhold or offset any payment on account of a dispute without our written agreement.

• Payment card and bank account details are collected and processed by our payment providers, not by us. Orders placed through our online store at onvirtudirect.com are processed by Shopify Payments, provided by Shopify Inc. Invoiced and ACH payments are processed by Stripe, Inc. We do not store full payment card numbers or full bank account and routing numbers.

9. TAXES AND RESALE CERTIFICATES

Prices exclude sales, use, excise, VAT, GST and similar taxes, and any duties or levies. You are responsible for all such amounts other than taxes on our net income. If you are purchasing for resale or are otherwise exempt, you must provide a valid, current exemption or resale certificate for each applicable jurisdiction before we invoice. If a taxing authority later determines that tax was due, you agree to reimburse us for that tax together with any interest and penalties.

10. SHIPPING, DELIVERY, TITLE AND RISK OF LOSS

Delivery dates and transit times are estimates only and are not guaranteed. We are not liable for delays caused by carriers, manufacturers, customs or events outside our reasonable control.

Unless we agree otherwise in writing, shipments are made [F.O.B. origin]. Title and risk of loss pass to you when the products are delivered to the carrier. Claims for loss or damage in transit are against the carrier; we will reasonably assist with the claim.

Most orders are processed and shipped within one business day. Shipping costs are calculated at checkout. Expedited and overnight options are available. Special orders and customized products may incur additional shipping costs. You will receive a shipping confirmation email with tracking information once your order is on its way.

You must inspect shipments on arrival and notify us of any shortage, visible damage, defect or misshipment within five (5) business days of delivery. Some products ship directly from the manufacturer, and delivery terms for those shipments may differ.

11. RETURNS, RMAS AND RESTOCKING

All returns require prior authorization and are subject to approval. To start a return, request a return label by emailing contact@onvirtu.com with your order number. Returns sent without prior authorization may be refused or delayed.

• Return window — Requests must be made within [30] days of the invoice date.

• Condition — Products must be undamaged, fully functional, and returned complete with all components, accessories, manuals and documentation, in the original packaging.

• Restocking fee — Approved returns may be subject to a restocking fee of up to 20% of the original invoice amount.

• Non-returnable items — Items with visible physical or water damage cannot be returned. Special-order, custom-configured, activated, provisioned, opened software or licensed items, and items designated non-returnable at the time of sale, cannot be returned.

• Exchanges — The fastest way to get the item you want is to return the item you have and, once the return is accepted, place a separate order for the replacement.

• Defective products — Products that fail within the manufacturer's warranty period are handled under Section 13.

• Refunds — We will notify you once we have received and inspected your return and let you know whether the refund was approved. Approved refunds are issued to the original payment method. Your bank or card issuer may take additional time to post the refund.

Dead on arrival

If a product is non-functional on delivery, notify us within five (5) business days of receiving your order. Provide your order number, a detailed description of the issue, and photographs or video where possible. We will work with the manufacturer or supplier to verify the claim and provide return instructions. Products must be returned in the original packaging with all included accessories. On approval, a replacement, credit or refund will be issued based on manufacturer policy and stock availability.

If a product is not as described, your remedy is to return it under this section.

12. PRODUCT WARRANTIES

Products are covered by the applicable manufacturer's warranty only. OnVirtu is a distributor and does not manufacture the products it sells. To the extent permitted by the manufacturer and by law, we pass through to you the manufacturer's warranty for the products you purchase. Warranty terms, duration and remedies are set by the manufacturer and are available from the manufacturer.

We will reasonably assist you in making a warranty claim, including by authorizing the return and coordinating with the manufacturer, but the manufacturer is responsible for honoring the warranty. Warranty service may require the product to be returned to the manufacturer, and turnaround times are set by the manufacturer.

Proof of purchase is required for all warranty claims. Manufacturer warranties do not cover normal wear and tear, misuse, unauthorized modification, or damage caused by improper handling or installation. For warranty details on a specific product, refer to the product listing or contact us before purchase.

OnVirtu provides no warranty of its own on products, and no warranty beyond the manufacturer's coverage. Except as expressly stated in these Terms or in a separate signed agreement, all products and services are provided subject to Section 18.

13. EXPORT CONTROL AND SANCTIONS

Products and technology we supply may be subject to the U.S. Export Administration Regulations, the sanctions programs administered by the U.S. Treasury Department's Office of Foreign Assets Control, and other export control and sanctions laws.

You agree that you will not export, re-export, transfer or divert any product, software or technical data supplied by us, directly or indirectly, in violation of those laws. In particular, you represent and agree that you are not, and will not supply products to, any party that is: located in or ordinarily resident in a country or region subject to comprehensive U.S. sanctions; identified on any U.S. government restricted-party list; or engaged in any prohibited end use, including nuclear, chemical or biological weapons or missile technology end uses.

You agree to provide any end-user or end-use information we reasonably request, and to obtain any required export licenses. We may refuse, suspend or cancel any order we believe could result in a violation, and we are not liable for any resulting delay or cancellation.

14. THIRD-PARTY PRODUCTS, LINKS AND TOOLS

The Site may include content, products and services from third parties, and may link to third-party sites we do not control. We do not examine, evaluate, warrant or endorse third-party materials, sites, products or services, and we are not liable for them or for any transaction you enter into with a third party. Please review third-party terms and policies before you transact. Complaints and claims about third-party products should be directed to the third party.

Any optional third-party tools we make available through the Site are provided "as is" and "as available," without warranties, representations, conditions or endorsement of any kind. Your use of them is at your own risk and subject to the third-party provider's terms. New features, services and tools we add in future are also subject to these Terms.

15. YOUR SUBMISSIONS

If you send us creative ideas, suggestions, proposals, plans, reviews, contest entries or other materials, whether at our request or not ("Submissions"), you agree that we may edit, copy, publish, distribute, translate and otherwise use them in any medium, without restriction and without compensation to you. We are under no obligation to keep Submissions confidential, to pay for them, or to respond to them.

You are solely responsible for your Submissions and their accuracy. You agree that your Submissions will not violate any third-party right, including copyright, trademark, privacy or publicity rights, and will not be libelous, unlawful, abusive or obscene, or contain malicious code. You may not use a false email address, impersonate anyone, or mislead us about the origin of a Submission. We may, but are not obliged to, monitor, edit or remove Submissions we consider objectionable.

16. TEXT MESSAGING (SMS)

By opting in to receive SMS messages, you agree to receive recurring text messages from OnVirtu at the mobile number you provide, including messages sent using an automatic telephone dialing system. Message and data rates may apply. Message frequency may vary. Reply STOP to unsubscribe and HELP for help. Consent is not a condition of purchase. The program is available in the United States only, and carriers are not liable for delayed or undelivered messages.

SMS opt-in data and consent information will not be shared or sold to third parties for promotional or marketing purposes. This applies regardless of any other provision of these Terms or of our Privacy Policy.

Full program terms are set out in our SMS Terms and Conditions, which are incorporated into these Terms by reference. How we handle the information collected through the program is described in our Privacy Policy.

17. DISCLAIMER OF WARRANTIES

THE SITE AND ALL INFORMATION, CONTENT, MATERIALS, PRODUCTS AND SERVICES MADE AVAILABLE THROUGH IT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, UNLESS OTHERWISE SPECIFIED IN WRITING. WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SITE OR THE INFORMATION, CONTENT, MATERIALS, PRODUCTS OR SERVICES MADE AVAILABLE THROUGH IT. YOUR USE OF THE SITE IS AT YOUR SOLE RISK.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SITE OR ANY SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, THAT RESULTS OBTAINED WILL BE ACCURATE OR RELIABLE, OR THAT THE SITE, ITS SERVERS OR EMAIL SENT BY US ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THIS SECTION DOES NOT LIMIT ANY MANUFACTURER WARRANTY PASSED THROUGH UNDER SECTION 13.

SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO SOME OR ALL OF THE ABOVE MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

18. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL ONVIRTU OR ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, SUPPLIERS, SERVICE PROVIDERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST SAVINGS, LOSS OF DATA, LOSS OF USE, BUSINESS INTERRUPTION OR REPLACEMENT COSTS, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, ARISING FROM OR RELATED TO THE SITE, THE PRODUCTS OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY.

OUR TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATED TO THESE TERMS, THE SITE, THE PRODUCTS OR THE SERVICES WILL NOT EXCEED THE AMOUNT YOU PAID TO US FOR THE PRODUCT OR SERVICE GIVING RISE TO THE CLAIM IN THE [TWELVE (12)] MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO IN THOSE JURISDICTIONS OUR LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

19. INDEMNIFICATION

You agree to indemnify, defend and hold harmless OnVirtu and our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees from any claim or demand, including reasonable attorneys' fees, brought by a third party arising out of your breach of these Terms or the documents they incorporate by reference, your violation of any law, your violation of the export control and sanctions obligations in Section 14, or your violation of the rights of a third party.

20. PRIVACY

Our collection and use of personal information is described in our Privacy Policy (onvirtu.com/privacy-policy) and the U.S. State Privacy Rights Addendum (onvirtu.com/privacy-addendum), which are incorporated into these Terms by reference and apply to both onvirtu.com and onvirtudirect.com.

You understand that your content (other than payment card information) may be transferred unencrypted and may involve transmissions over various networks and changes to conform to technical requirements of connecting networks or devices. Payment card information is encrypted in transit.

21. TERM AND TERMINATION

These Terms are effective unless and until terminated by you or by us. You may terminate them at any time by notifying us that you no longer wish to use our services, or by ceasing to use the Site. If we determine, or reasonably suspect, that you have failed to comply with any provision of these Terms, we may terminate them at any time without notice and deny you access to the Site and our services. You will remain liable for all amounts due up to and including the date of termination.

Sections 3, 4, 8, 9, 10, 13, 14, 16, and 18 through 24 survive termination, along with any other provision that by its nature should survive.

22. GOVERNING LAW AND VENUE

These Terms, and any dispute arising out of or relating to them, the Site, or any products or services we sell or distribute, are governed by the laws of the State of California, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

You agree that any such dispute will be brought exclusively in the state or federal courts located in [Orange County, California], and you consent to the exclusive jurisdiction and venue of those courts.

23. GENERAL

Severability. If any provision of these Terms is held unlawful, void or unenforceable, it will be enforced to the fullest extent permitted and the unenforceable portion severed, without affecting the validity and enforceability of the remaining provisions.

Entire agreement. These Terms, together with the policies posted on the Site, are the entire agreement between you and us regarding the Site and supersede any prior agreements, communications and proposals, whether oral or written, including any prior version of these Terms. Where you and OnVirtu have signed a separate written agreement covering a purchase, that agreement controls over these Terms to the extent of any conflict.

No waiver. Our failure to exercise or enforce any right or provision is not a waiver of that right or provision.

No construction against drafter. Any ambiguity will not be construed against the drafting party.

Assignment. You may not assign or transfer these Terms without our prior written consent. We may assign them without restriction.

Force majeure. We are not liable for any delay or failure to perform caused by events beyond our reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, epidemics, government action, carrier or supplier failure, component shortages, and failures of utilities, networks or telecommunications.

Headings. Headings are for convenience only and do not affect interpretation.

24. CHANGES TO THESE TERMS

You can review the most current version of these Terms at any time on this page. We may update, change or replace any part of these Terms by posting the revised version here and updating the "Last updated" date. It is your responsibility to check this page periodically. Your continued use of the Site after changes are posted constitutes acceptance of those changes. Changes do not apply retroactively to orders we have already accepted.

25. CONTACT

Questions about these Terms should be sent to:

OnVirtu, LLC

21561 Surveyor Circle

Huntington Beach, CA 92646

USA

Telephone: (470) 668-4782 / 470-ONVIRT2

Email: contact@onvirtu.com

Web: onvirtu.com/contact