HACKERBOT INDUSTRIES, LLC TERMS AND CONDITIONS OF SALE

• AGREEMENT: THE ACCEPTANCE OF CUSTOMER’S ORDER IS EXPRESSLY MADE CONDITIONAL ON CUSTOMER’S ASSENT TO THE TERMS AND CONDITIONS SET FORTH HEREIN, AND HackerBot Industries, LLC (“COMPANY”) AGREES TO FURNISH THE EQUIPMENT COVERED THEREBY (“EQUIPMENT”) ONLY UPON THESE TERMS AND CONDITIONS OF SALE. Any terms and conditions that may be contained in any purchase order or other form of Customer shall be absolutely without force and effect, regardless of when received by Company. Notwithstanding the foregoing, Company may set forth Equipment-specific terms in an applicable quote or order confirmation.  Any such Equipment-specific terms are incorporated herein by reference and shall be deemed to supplement, but not replace or supersede the terms and conditions set forth herein unless such terms expressly supersede these terms and conditions.  No waiver, alteration, or modification of any of the provisions hereof shall be binding on Company unless made in writing and signed by an authorized representative of Company. Company reserves the right to accept or reject any order in whole or in part.
• CANCELLATION: All orders are non-cancellable, non-returnable and nonrefundable, unless otherwise set forth herein. Cancellation or  returns, or modifications of orders (prior to shipment), are subject to Company’s prior written consent in each instance, which may be withheld in Company’s sole discretion. Company reserves the right to re-cost any Equipment based on modifications on a case-by-case basis.
• PRICE CHANGES: Quoted prices are subject to change with notice to Customer from time to time. Equipment are invoiced at prices prevailing on the date of shipment.
• PAYMENT; TAXES: Unless payment terms are otherwise agreed upon in the applicable ordering document (the “Purchase Order”), payment shall be made in full at the time of purchase, without deduction or setoff.  Outstanding balances shall accrue interest at a rate equal to the lesser of one and one half percent (1.5%) per month and the maximum rate permitted by applicable law, from due date until paid, plus Company’s reasonable costs of collection. Company may also cancel any unfilled portion of a shipment upon Customer's failure to make any payment when due.  Company reserves all other rights granted to a company under the Uniform Commercial Code for Customer’s failure to pay for Product(s) or any other breach by Customer of these terms and conditions of sale. Under no circumstances shall Company be obligated to pay or accept any back charges from Customer. Customer shall be responsible for the cost of all applicable taxes, including without limitation, sales or use tax, value-added tax (“VAT”), goods and services tax (“GST”), tariffs and duties and other similar indirect taxes applicable to the purchase of Equipment.  As applicable, there shall be added to the purchase price of each Equipment amounts equal to any equivalent taxes required to be collected by Company, unless Customer provides Company with an appropriate exemption certificate.  .
• DELIVERY: Unless otherwise agreed upon in writing by the parties or set forth on a Purchase Order (i) delivery of the Equipment shall be made FOB Destination Purchaser’s Ship-To Address, (ii) freight costs shall be prepaid by Customer and (iii) title to the Equipment (subject to section 12) shall pass to Customer upon their arrival at the destination. Any surcharges levied on Company by suppliers or freight carriers will be charged to Customer. Customer is advised that quoted ship dates are based on estimates at the time of quotation and that Company will devote its commercially reasonable efforts to meeting such schedules; provided, however, Company assumes no liability for additional costs or damages resulting from late deliveries. Unless otherwise agreed by Company in writing, Company may deliver Equipment in partial shipments or in advance of the specified delivery date. Customer shall be responsible for procuring applicable freight insurance.
• RISK OF LOSS: Customer acknowledges and agrees that any risk of such loss, damage, or destruction transfers to, and is assumed by, Customer upon delivery of Equipment to the Ship-To Address.
• ACCEPTANCE: Customer shall inspect the Equipment as soon as delivered and report to Company (a) any alleged physical damage to the Equipment and (b) any defects or non-conformance of the Equipment with the Specifications (collectively, a “Defect” or “Defective”). If no such Defect is reported within five (5) days following delivery of the Equipment, the Equipment shall be deemed irrevocably accepted (“Acceptance”). If Company determines that the Equipment is Defective and Customer provides notice of such Defect, Company may, as its sole obligations and at its option, either (i) correct the Equipment or substitute the defective Equipment (or components in the Equipment) with non-defective Equipment or components or (ii) if the remedies in (i) are  not commercially feasible, credit the price for such Defective Equipment. Company reserves the right to inspect the Equipment. Customer acknowledges and agrees that the remedies set forth herein are the exclusive remedies for delivery of Defective Equipment.
• COMPLIANCE: Customer shall comply with (a) all instructions, requirements and restrictions (if any) set forth in the published specifications for the applicable Equipment (“Specifications”) which are incorporated herein by reference and (b) all applicable federal, state and local laws, rules, regulations, including, without limitation, any of the foregoing related to Customer’s storage, use, removal, and disposal of Equipment and any materials or debris resulting from use of the Equipment.
• LIMITED WARRANTY: Customer acknowledges and agrees that the Equipment is experimental in nature and is intended to be integrated with additional components and technology. Company warrants that the Equipment will meet its Specifications at the time of shipment, and will be free of defects in materials and workmanship, when subjected to normal, proper and intended usage by properly trained personnel. The warranty lasts from the date of Acceptance and for ninety (90) days thereafter.

Exclusions. Company warranties for Equipment do not apply to (a) normal wear and tear; (b) accident, disaster or event of force majeure; (c) Customer’s or any third party’s  misuse, fault or negligence in connection with the Equipment; (d) causes external to the Equipment such as, but not limited to, design defects in its use, external power failure or electrical power surges; (e) Equipment sold as ‘used’ equipment; (f) Equipment modified or enhanced by Customer or any third party, or Equipment combined with other components or technology not provided by Company, (g) Defects attributable in whole or in part to a failure to follow the Specifications and any documentation, supplementary terms, or instructions made available with the Equipment, (h) operation of the Equipment outside of applicable environmental specifications, use specifications, or other specifications, or otherwise in a manner for which the Equipment was not intended or designed or (i) Third Party Components.

EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE EQUIPMENT AND THE ADVICE IS PROVIDED “AS-IS” WITHOUT ANY WARRANTIES OF ANY KIND. COMPANY EXPRESSLY DISCLAIMS any and all warranties, express or implied, INCLUDING those of MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, title or non-infringement of third party rights. COMPANY DOES NOT WARRANT THAT THE EQUIPMENT OR ADVICE WILL MEET CUSTOMER’S REQUIREMENTS. NO WARRANTIES ARE MADE BY COMPANY FOR ANY OF COMPANY’S LICENSORS OR SUPPLIERS UNLESS EXPRESSLY SET FORTH HEREIN.

• Third Party COMPONENTS: Company does not support or make any warranties about products manufactured or supplied by third parties and incorporated into the Equipment (‘Third Party Components”). Customer shall look to the manufacturers’ terms and related warranties in respect of any defects in the Equipment related to Third Party Components, and Company shall have no obligation to Customer arising therefrom. The provision and use of Third Party Components are governed by a third-party manufacturer’s own contract terms. Customer must look directly to the relevant third-party manufacturer for product support, warranties, and to make warranty claims concerning Third Party Components. Company agrees, however, to assign to Client any warranty rights that Company may have from the original manufacturer or third party supplier, concerning the Third Party Components to the extent the original manufacturer or third party supplier allows. Company will not be obligated to provide quantities of Equipment incorporating Third Party Components due to a failure of such suppliers.
• ILLUSTRATIONS: Drawings, specifications, photographs, such other specifications and other illustrations advertising matter and details in booklets and catalogues supplied by the Company or made available on Company’s website represent generally the Equipment specified, but not necessarily the Equipment that is the subject of a Purchase Order, and shall not form part of any contract based thereon or be used for purposes of construction, design or erection unless expressly specified by Company.
• OWNERSHIP. The sale of the Equipment furnished hereunder does not convey any license by implication, estoppel, or otherwise, under any proprietary or intellectual property rights of Company in the Equipment. Documents such as plans, sketches and other technical documents as well as samples, catalogues, brochures, illustrations and the like shall always remain the intellectual property of Company and are subject to the relevant legal provisions regarding reproduction, imitation and competition. In all cases, intellectual property rights in and relating to the Equipment and each of its components, including but not limited to their formulation, design and all improvement thereto, shall be and remain the exclusive property of Company and its licensors, as the case may be. All rights not expressly granted herein are reserved.
• CONFIDENTIAL OR PROPRIETARY INFORMATION: Company may provide proprietary information to Customer in connection with the Equipment. Customer agrees that such information shall include any and all information which Customer knows or reasonably should know is confidential to Company. For avoidance of doubt, all Specifications, technical details, design specifications, models, drawings and pricing set forth in a quotation shall be the valuable and confidential information of Company. Such information shall remain the exclusive property of Company, and Customer agrees to preserve and protect such information and to take all other acts reasonably requested by Company with respect to it. Upon Company’s request, Customer will return to Company all documents containing Company’s proprietary information and retain no copies thereof. Customer agrees that its obligation to protect Company's confidential and proprietary information shall be ongoing and shall not cease upon completion or termination of these terms and conditions.
• ADVICE: Company may, in its sole discretion, provide Customer with technical advice regarding the Equipment or assistance in exercising Customer’s rights under any third party manufacturers’ warranty,  which if provided will be gratuitous and without any warranties of any kind (the “Advice”). 
• INDEMNIFICATION: Company hereby agrees to indemnify, defend, and hold harmless Customer from and against any liability arising out of any third party claim made against them involving personal injury or death of any person, or damage to any property to the proportionate extent in relation to Customer’s indemnification obligations, directly resulting from the gross negligence or willful misconduct of Company in the manufacture or sale of the Equipment. Customer is solely responsible for its storage, use, removal, and disposal of the Equipment and any materials or debris resulting from use of the Equipment. To the fullest extent permitted by applicable law, Customer agrees to defend, indemnify, and hold harmless Company, its subsidiaries, affiliates, parents, partners, their successors and assigns, and each of their past and present directors, officers, employees and agents (collectively “Indemnitees”), jointly and severally, from and against any and all losses, damages, liabilities, demands, claims, actions, judgments, charges, court costs, and legal or other expenses, including, without limitation, reasonable attorneys’ fees and expenses, which Indemnitees may sustain, incur, or become liable for in defending or compromising any suit, action, or other proceeding arising out of, related to, or in any way connected with (i) Customer’s or any third parties’ use of the Equipment (including the sale or transfer of the Equipment, as applicable) including, but not limited to, (a) any misuse of such Equipment, (b) personal injury incurred, (c)  actual or alleged infringement of any United States or foreign intellectual property right related to the use of the Equipment (c) any other acts or omissions, willful misconduct or negligent misconduct, whether active or passive, on the part of Customer or any third to party related to the Equipment; or (ii) Customer’s use of the Advice, including use of or reliance on the Advice by any third parties to whom Customer discloses the Advice.
• LIMITATION OF LIABILITY: TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, (A) IN NO EVENT WILL COMPANY BE LIABLE FOR SPECIAL, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, INCLUDING LOST PROFIT, LOSS OF GOODWILL OR DIMINUTIIN IN VALUE, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (B) COMPANY’S TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO ANY EQUIPMENT SHALL BE LIMITED TO DIRECT DAMAGES IN AN AMOUNT NOT TO EXCEED THE PURCHASE PRICE PAID FOR THE EQUIPMENT GIVING RISE TO THE CLAIM. CUSTOMER ACKNOWLEDGES THAT GIVEN THE EXPERIMENTAL NATURE OF THE EQUIPMENT, THAT THE TERMS OF THIS SECTION 16 REFLECT THE ALLOCATION OF RISK CONTEMPLATED HEREUNDER AND THAT COMPANY WOULD NOT ACCEPT THESE TERMS AND CONDITIONS OF SALE WITHOUT THESE LIMITATIONS ON ITS LIABILITY. WITHOUT LIMITING AN APPLICABLE WARRANTY, NO ACTION RELATING TO THE EQUIPMENT MAY BE BROUGHT BY CUSTOMER MORE THAN ONE YEAR AFTER ACCEPTANCE. CUSTOMER AGREES THAT COMPANY’S AFFILIATES HAVE NO OBLIGATION OR RESPONSIBILITY IN CONNECTION WITH THE EQUIPMENT OR ANY ORDER THEREFORE.
• EXPORT: These terms and conditions are subject to all laws, regulations, orders and other restrictions on the export from the U.S. or re-export of the Equipment. The export controls may include, among others, those of the Export Administration Regulations of the U.S. Department of Commerce (the “EAR”), which may restrict or require licenses for the export of items from the U.S. and their re-export to or from other countries. Customer shall not export directly or indirectly any Equipment to any country for which an export license or other governmental approval is required at the time of export without first obtaining all necessary licenses and approvals. Customer shall provide reasonable cooperation to Company in any official or unofficial audit or inspection related to applicable export or import control laws or regulations and Customer shall hold Company harmless from any liability arising from Customer’s failure to comply with such laws, regulations and orders, or the provisions of this Section 17.
• FORCE MAJEURE: Company shall not be liable for any delays in manufacturing the Equipment or making delivery of the Equipment where occasioned by strikes, differences with workers, or any causes beyond the control of Company, including, but not limited to, fires, floods, accidents, action of any governmental authority, war, insurrection or riots, or shortages of labor, energy, raw materials, production facilities, or transportation or any disruptions in supply chains. Where delays or failures of delivery are caused by labor difficulties, Company shall not be obligated to seek or obtain any settlement which, in Company’s sole judgment, is not in Company’s best interest.
• ARBITRATION: The parties agree that any and all disputes, claims or controversies arising out of or relating to any Product(s) that are not resolved by their mutual agreement (a) shall be brought by a party in such party’s individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding and (b) shall be submitted to final and binding arbitration before JAMS (formerly Judicial Arbitration and Mediation Services), or its successor. The arbitration will be conducted in accordance with the provisions of JAMS’ Comprehensive Arbitration Rules and Procedures in effect at the time of filing of the demand for arbitration. The Arbitration shall take place in the city in which Company’s headquarters are located and in the English language. The parties will share equally in the costs of the arbitration. The provisions of this Section may be enforced by any Court of competent jurisdiction, and the party seeking enforcement shall be entitled to an award of all costs, fees and expenses, including attorneys’ fees, to be paid by the party against whom enforcement is ordered.
• MISCELLANEOUS: Customer acknowledges that is has not been induced to purchase any Equipment from Company by any representation or warranty not expressly set forth herein. This document constitutes the entire agreement of the parties and supersedes all existing agreements and all other oral or written communication between them concerning its subject matter. None of the terms and conditions contained herein may be added to, modified, superseded, or otherwise altered except by a written document signed by an authorized representative of Company. The paragraph headings contained herein are intended for convenience of reference only and shall not affect the interpretation of any provision. If any provision of these Terms and Conditions of Sale is unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect. These Terms and Conditions of Sale and the rights of the parties hereunder shall be governed by and construed in accordance with the laws of the state in which Company is headquartered, without reference to its choice of laws rules that would require the application of the laws of a different jurisdiction.