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APERIA SALES TERMS AND CONDITIONS

1.         Agreement. This agreement, including the sales quote on the face hereof (“Sales Quote”) and these Terms and Conditions (collectively “Agreement”) represents the final and complete understanding of Aperia Technologies, Inc. (“Seller“) and the customer listed on the Sales Quote (“Buyer”) with respect to the products set forth on the Sales Quote (“Products”). This Agreement constitutes the entire agreement between the parties with respect to Products and supersedes all other terms or agreements, oral or written. Preprinted terms on or attached to any order issued to Aperia and all other separate terms and/or documents introduced after the effective date of this Agreement shall be null and void and of no effect. Buyer agrees to the terms of this Agreement when Buyer acknowledges its agreement to the Sales Quote or when Buyer accepts any portion of the Products.

2.         Terms of Payment. All payments shall be made in the amount and within the time period specified in the Sales Quote. No discounts shall be taken except as specifically allowed by this Agreement. The price for Products and all other amounts due to Seller from Buyer shall be paid without abatement, deduction, or setoff. Any unpaid balance after the required payment date shall be subject to a finance charge of 1.5% per month (18% per annum) from such date, or the maximum rate allowed by law, whichever is less. If indicated on the Sales Quote, subject to credit approval, Buyer’s acceptance of standard terms and conditions, and Buyer’s agreement to pay for Products via a Seller-approved automatic payment program, Buyer may be entitled to zero-percent financing on the full amount of such Sales Quote payable monthly over a twenty-four (24) month period. If Seller is required to institute any type of action or proceeding to recover any obligations due to Seller from Buyer, Seller shall be entitled to receive, as an additional item of damages, reasonable collection and/or attorney fees incurred by Seller in pursuit of Buyer. Deposits are non-refundable. Subject to Buyer’s acceptance of standard terms and conditions, Products shipped to Buyer as part of a pilot program, as indicated on the Sales Quote, must be returned to Seller within sixty (60) days of the end of the pilot program (which will run for 90 days from the delivery date, unless otherwise stated on the Sales Quote or extended by approval of Aperia’s Vice President of Sales) or Buyer will immediately pay to Seller the full list price for such Products.

3.         Taxes. Prices do not include any sales, use, excise, privilege, or other taxes or assessments now or hereafter imposed or levied by or under the authority of any federal, state, or local law, rule, or regulation concerning Products sold hereunder or sale thereof, all of which are the responsibility of Buyer, except for Seller’s franchise taxes, employment taxes, or taxes based on Seller’s income (“Taxes”). If Seller pays any such Taxes, Buyer shall, upon demand, reimburse Seller for such amounts.

4.         Delivery. All shipping and delivery dates are estimated and are based upon prompt receipt of all necessary information. Delays in securing Buyer’s approval of necessary specifications may extend the date of delivery. Seller shall not be liable for any claim, loss, expense, or damage of any kind whatsoever for delays in delivery. Product(s) shall be shipped Ex Works (Incoterms 2000) Seller’s facility or Seller-designated logistics partner (as applicable) in California, whereupon title to Products shall pass to Buyer.

5.         Product Changes and Returns. Seller reserves the right, at any time, to make any changes in the design or specification of any of its Products (“New Product”). No such change shall create any obligation on Seller to make equivalent changes in Products previously manufactured by Seller (including Products sold to Buyer). However, if Seller so requests, Buyer shall return Products to Seller for replacement with New Product with updated designs or specifications (but subject to the original warranty term as provided below) at Seller’s expense. All Products returned to Seller, for any reason other than the Limited Warranty below, must be in saleable condition and in its original packaging to qualify for replacement, repair, and/or refund under this Agreement.

6.         Limited Warranty. All Products are covered by Seller’s Limited Warranty posted at www.aperiatech.com/hardware_warranty.

7.         Limitation of Liability. In no event will either party be liable to the other or any third party, whether in tort, contract, or otherwise, for (A) any acts or omissions in connection with or related to this Agreement or the services unless such act or omission constitutes gross negligence, willful misconduct or bad faith or (B) any bodily injury, death, or property damage resulting from or in any way arising out of any Products or (C) any indirect, incidental, consequential, or special damages, losses, or expenses including without limitation lost revenues and profits, even if the affected party has been advised of the possibility of such damages. The maximum liability, if any, of each party with respect to Products and this Agreement shall not exceed the price paid by Buyer for Products hereunder.

8.         Indemnity. Each party shall indemnify and hold harmless the other party from and against any and all damage, loss, or liability (including without limitation reasonable attorneys’ fees and costs) arising out of or relating to the other party’s negligence and, as applicable to Buyer, Buyer’s modification of, tampering with, or damage to any Product or Buyer’s storage, installation, use, maintenance, or other treatment of Products not in compliance with the instructions, manuals, and other documentation provided by Seller.

9.         Confidentiality; Proprietary Rights; Feedback. Neither party shall disclose to any third party the terms of its purchase of Products. Buyer acknowledges that Seller has intellectual property and other proprietary rights in Products and agrees not to reverse engineer or otherwise attempt to reconstruct or discover the proprietary functionality within Products, except to the extent this restriction is prohibited by applicable law. If Buyer provides any suggestions or other feedback to Seller with respect to Products or any other aspect of Seller’s business, Seller will be free to act on such feedback with no obligation to Buyer.

10.       Governing Law; Severability. This Agreement is governed by and shall be construed in accordance with the laws of California, without regard to conflict of laws provisions thereof and without regard to the United Nations Convention on the International Sale of Goods. In the event that any provision herein is determined to be invalid or otherwise unenforceable or illegal, this Agreement shall otherwise remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable or illegal provision were not contained herein.