Terms and Conditions of Sale and License

These Terms and Conditions of Sale and License (“Agreement”) govern the sale and use of hardware products (“Products”) by EdgeCortix, Inc. (including its affiliates and subsidiaries), having a principal place of business at KDX Musashi Kosugi Bldg 10F, 3-1200, Shin-Maruko Higashi, Nakahara-ku, Kawasaki-shi, Kanagawa 211-0004, Japan, (“Seller” or “EdgeCortix”), to the entity identified in the applicable quotation, online order, or purchase order (“Buyer”).

1. SCOPE; ACCEPTANCE

1.1 Applicability

This Agreement applies to all quotations, purchase orders, acknowledgments, and sales of Products by Seller. Any terms or conditions proposed by Buyer that are additional to, inconsistent with, or conflicting with this Agreement are expressly rejected and shall be void unless expressly agreed to in writing by an authorized representative of Seller. No course of dealing, trade custom, or prior conduct shall be deemed to modify or supplement any term of this Agreement.

1.2 Acceptance

Buyer’s acceptance of delivery of the Products, issuance of a purchase order, payment of any invoice, commencement of use of the Products, or other written or electronic acknowledgment of this Agreement constitutes Buyer’s acceptance and agreement to be bound by this Agreement.

2. ORDERS

2.1 Acceptance of Orders

All orders are subject to Seller’s written acceptance. Seller reserves the right to reject, modify, or condition any order in its sole discretion, without liability to Buyer. No order shall be binding upon Seller until accepted by Seller in writing.

2.2 NCNR Products

Orders for Products designated as non-cancellable, non-returnable (“NCNR”), including custom, configured, or otherwise modified Products, may not be cancelled, returned, or rescheduled once accepted by Seller.

2.3 Termination for Convenience

Except for NCNR Products, either party may terminate an accepted order for convenience upon sixty (60) days’ written notice. In such event, Buyer shall remain responsible for payment for all Products delivered, work in progress, and all reasonable costs incurred by Seller as of the effective date of termination, including but not limited to materials procurement, manufacturing costs, inventory carrying costs, and restocking fees.

3. PRICES; TAXES

3.1 Pricing

Unless otherwise agreed in writing, all prices are quoted in U.S. dollars and are valid for ninety (90) days from the date of quotation. Seller reserves the right to modify prices upon written notice, including for changes in material costs, labor, exchange rates, tariffs, or other market conditions.

3.2 Taxes

Prices exclude all sales, use, value-added, customs, excise, or similar taxes or duties. Buyer shall be responsible for all such taxes and duties, excluding taxes based solely on Seller’s net income.

3.3 Pricing Errors

Seller shall not be obligated to honor any price resulting from a typographical or manifest error that would have been reasonably apparent to Buyer. In such an event, Seller may cancel the affected order and refund any amounts paid for the impacted Products.

4. PAYMENT TERMS

4.1 Payment Due Date

Payment is due within thirty (30) days from invoice date unless otherwise agreed in writing.

4.2 Late Payments

Late payments shall accrue interest at the rate of one and one-half percent (1.5%) per month (or the maximum rate permitted by law, whichever is less) from the due date until paid in full. Buyer shall also reimburse Seller for all costs of collection, including reasonable attorneys' fees and expert witness fees.

4.3 Security Interest; Credit Protection

Seller retains a purchase money security interest in the Products until paid in full, including all applicable interest and fees. Buyer authorizes Seller to file financing statements and take all actions necessary to perfect Seller's security interest without further consent from Buyer. If Buyer becomes insolvent, is subject to any bankruptcy or similar proceeding, ceases to operate in the ordinary course of business, or Seller reasonably determines Buyer’s financial condition no longer justifies continued performance, Seller may immediately suspend shipments, require advance payment, cancel outstanding orders, or accelerate all amounts due, all without liability to Buyer.

5. SHIPPING; TITLE; RISK OF LOSS

5.1 Shipping Terms

Unless otherwise agreed in writing, all shipments of Products shall be made FCA (Free Carrier) Seller’s facility, Incoterms® 2020. Seller shall package the Products in accordance with commercially reasonable standards for semiconductor hardware and shall tender the Products to the carrier designated by Buyer. Buyer shall be responsible for all transportation costs, insurance, duties, and taxes following delivery to the carrier.

5.2 Title and Risk of Loss

Title to the Products and risk of loss or damage shall pass to Buyer upon delivery of the Products to the carrier at Seller’s facility, subject to Seller’s retained security interest until payment in full. Buyer shall be solely responsible for insuring the Products from such point and for filing any claims with the carrier or insurer for loss or damage occurring thereafter. Notwithstanding any passage of title, Seller may reclaim the Products if Buyer fails to make payment when due.

6. DELIVERY; ALLOCATION

Delivery dates are estimates only and are not guaranteed. Time shall not be of the essence with respect to delivery. Seller shall not be liable for any delay or failure to deliver due to causes beyond its reasonable control, including supply chain disruptions, component shortages, transportation delays, or force majeure events. Buyer's sole and exclusive remedy for delay is cancellation of the affected order and refund of prepaid amounts for undelivered Products.

In the event of product shortages, Seller may allocate available Products among its customers in its sole discretion. Seller shall have no liability to Buyer arising from any such allocation. If Seller determines that it is unable to supply a Product after accepting an order, Seller may cancel the order as to that Product and refund any amounts prepaid for such Product. Such cancellation and refund shall be Buyer’s sole and exclusive remedy in such circumstances, and Buyer hereby waives any claim for damages arising from such cancellation.

7. PRODUCT CHANGES; ERRATA

Seller reserves the right, without liability, to modify the design, specifications, materials, manufacturing processes, or documentation of the Products, and to correct errors, omissions, or errata at any time without notice to Buyer. Buyer acknowledges that semiconductor products may undergo revisions or updates in the course of normal manufacturing and product improvement, and that such revisions may result in differences that do not materially affect the functionality of the Products. Seller's obligation to deliver Products shall be satisfied by delivery of Products conforming to Seller's specifications in effect at the time of shipment.

8. INSPECTION AND ACCEPTANCE

Buyer shall inspect the Products promptly upon receipt. Buyer must notify Seller in writing of any shortages, defects, or nonconformities within thirty (30) days of delivery. Failure to provide such notice within the specified period shall constitute irrevocable acceptance of the Products and waiver of any claims for shortages, defects, or nonconformities.

9. LICENSE; EMBEDDED SOFTWARE

9.1 Embedded Software

Products may contain firmware, microcode, diagnostics, compilers, runtime components, or other software, code, or algorithms, whether in object code or other form, that are embedded in, delivered with, or required for operation of the Products (“Embedded Software”). Embedded Software is licensed, not sold. Customer acknowledges that the Embedded Software is provided in object code form only and that Customer has no right to access, receive, or use the Embedded Software in source code form.

9.2 License Grant

Subject to Buyer’s continued compliance with this Agreement and the terms set forth in EdgeCortix’s MERA Software End User License Agreement (EULA), available at: https://www.edgecortix.com/en/software-licensing-agreement

9.3 No Sale; No Implied License

Embedded Software is licensed, not sold. No title or ownership rights are transferred to Buyer under this Agreement. Except for the limited license expressly granted herein, no rights or licenses are granted to Buyer, whether expressly, by implication, estoppel, or otherwise, under any patents, copyrights, trade secrets, trademarks, or other intellectual property rights of Seller or its licensors.

9.4 No Implied License; No Transfer of Design Rights

Except for the limited license expressly granted in this Agreement, neither this Agreement nor the sale of any Product conveys to Buyer any license, right, or interest in any patent, copyright, trademark, mask work, trade secret, or other intellectual property of Seller or its licensors, whether by implication, estoppel, or otherwise. Payment of any license fees, support fees, or non-recurring engineering or customization charges does not convey any ownership interest in, or rights to, any source code, design, tooling, or other materials used or developed by Seller.

Any software provided by Seller is licensed, not sold, and is subject to the applicable license terms. Payment by Buyer of any non-recurring charges, engineering fees, customization fees, or similar amounts does not convey to Buyer any ownership interest in, or rights to, any Product design, documentation, tooling, masks, processes, or other materials developed or used by Seller. Any modifications, improvements, or derivative works of the Embedded Software or Products created by Buyer or on Buyer's behalf shall be owned exclusively by EdgeCortix, and Buyer hereby assigns to EdgeCortix all right, title, and interest in any such works.

9.5 Intellectual Property Ownership

EdgeCortix and its licensors retain all right, title, and interest in and to the Products, Embedded Software, MERA software, compiler technology, documentation, and all related intellectual property, including all derivatives, enhancements, improvements, and any other developments thereof (whether made by EdgeCortix, Buyer, or any third party), including all associated intellectual property rights.

9.6 Software Use Restrictions

Buyer may use Embedded Software solely as integrated into and for operation of the Products. Buyer shall not, and shall not permit or assist any third party to: (a) decompile, translate, reverse engineer, disassemble, or otherwise attempt to derive the source code, structure, algorithms, or underlying ideas of the Embedded Software or compiler technology, or assist any third party in doing so; (b) modify, adapt, translate, or create derivative works based on the Embedded Software; (c) remove, alter, or obscure any product identification, proprietary, or intellectual property notices on or in the Embedded Software; (d) use the Embedded Software to develop or benchmark competing products or publish the results of any benchmarking or performance testing; (e) sell, rent, lease, loan, lend, time-share, sublicense, distribute, or otherwise transfer the Embedded Software to any third party except as expressly permitted; or (f) use the Embedded Software for any purpose that competes with EdgeCortix's business.

9.7 Separate Software EULA

Use of any MERA software, development tools, compilers, or other software components provided by EdgeCortix for use with the Products that are not Embedded Software shall be governed by EdgeCortix's MERA Software End User License Agreement ("EULA"), available at: https://www.edgecortix.com/en/software-licensing-agreement. In the event of a direct conflict between this Agreement and the EULA with respect to such software, the EULA shall control. Buyer acknowledges that it has reviewed and agrees to be bound by the EULA as a condition of using such software.

10. USE RESTRICTIONS (HARDWARE)

THE PRODUCTS AND EMBEDDED SOFTWARE ARE NOT DESIGNED OR INTENDED TO BE FAIL-SAFE OR FOR USE IN ANY APPLICATION REQUIRING FAIL-SAFE PERFORMANCE, INCLUDING LIFE SUPPORT OR SAFETY SYSTEMS, CLASS III MEDICAL DEVICES, NUCLEAR FACILITIES, AIRBAG DEPLOYMENT, AVIATION CONTROL SYSTEMS, MILITARY APPLICATIONS, OR OTHER APPLICATIONS WHERE FAILURE COULD RESULT IN DEATH, PERSONAL INJURY, OR SEVERE PROPERTY OR ENVIRONMENTAL DAMAGE ("CRITICAL APPLICATIONS"). THE PRODUCTS ARE ALSO NOT DESIGNED FOR USE IN CONNECTION WITH ANY APPLICATIONS THAT AFFECT CONTROL OF A VEHICLE OR AIRCRAFT (“VEHICLE APPLICATIONS”) UNLESS ADEQUATE EXTERNAL FAIL-SAFE OR REDUNDANCY IS PROVIDED AND IS NOT IMPLEMENTED USING THE PRODUCTS OR ANY EDGECORTIX SOFTWARE. BUYER ASSUMES ALL RISK AND LIABILITY ARISING FROM ANY USE OF THE PRODUCTS IN OR FOR CRITICAL APPLICATIONS AND/OR VEHICLE APPLICATIONS AND SHALL INDEMNIFY SELLER AGAINST ALL CLAIMS ARISING FROM SUCH USE. THIS SECTION IS INTENDED TO ALIGN WITH, AND BE INTERPRETED CONSISTENTLY WITH, SECTION 8.3 OF EDGECORTIX'S MERA SOFTWARE EULA.

11. FEEDBACK

To the extent Buyer, any authorized user, or any of their respective representatives provide EdgeCortix with any suggestions, ideas, requests for enhancements, error reports, bug fixes, or other input regarding the Products, Embedded Software, MERA software, compiler technology, or related documentation (“Feedback”), Buyer agrees that such Feedback is provided voluntarily and without any restriction, expectation of compensation, or confidentiality obligation. EdgeCortix may use, modify, commercialize, and sublicense such Feedback without obligation or compensation, and Buyer hereby irrevocably assigns (and shall cause its representatives to assign) all right, title, and interest in and to such Feedback to EdgeCortix, including all intellectual property rights therein. Buyer shall execute any documentation or take any other actions as reasonably requested by EdgeCortix to effectuate the intent of this Section.

12. WARRANTY

12.1 Hardware Warranty

Seller warrants that, for a period of one (1) year from the date of shipment, production Products shall materially conform to Seller’s published specifications in effect at the time of shipment when used under normal operating conditions and in accordance with Seller’s documentation. EXCEPT AS EXPRESSLY STATED IN THIS SECTION, THE PRODUCTS (INCLUDING ANY EMBEDDED SOFTWARE) ARE PROVIDED "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS" BASIS.

12.2 Exclusions

This warranty does not apply to (a) evaluation units, pre-production units, samples, prototypes, development kits, or engineering samples, which are provided AS IS WITH ALL FAULTS; (b) Products that have been modified, repaired, or altered by anyone other than Seller; (c) Products subjected to misuse, abuse, negligence, improper installation, accident, abnormal use, or use outside Seller’s published specifications; (d) defects resulting from combinations with products, services, data, or technology not supplied or authorized in writing by Seller; (e) Products used for purposes other than those for which they were designed; (f) any version of Embedded Software other than the then-current version made available by Seller; or (g) normal wear and tear or cosmetic damage.

12.3 Exclusive Remedy

Seller’s sole obligation and Buyer’s sole and exclusive remedy for breach of this warranty shall be, at Seller’s sole option and expense, to: (i) repair the non-conforming Product; (ii) replace the non-conforming Product with a conforming Product or functional equivalent; or (iii) refund the purchase price paid for the affected Product, provided that Buyer returns such Product in accordance with Seller's return materials authorization (RMA) procedures within the warranty period. The foregoing remedies shall not be deemed to have failed of their essential purpose so long as Seller is willing to perform any of the above options.

12.4 Disclaimer

EXCEPT AS EXPRESSLY STATED IN THIS SECTION 12, SELLER AND ITS LICENSORS, SUPPLIERS, AND AFFILIATES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, NON-INFRINGEMENT, TITLE, ACCURACY, RELIABILITY, PERFORMANCE, COMPATIBILITY, OR SYSTEM INTEGRATION. SELLER DOES NOT WARRANT THAT THE PRODUCTS OR EMBEDDED SOFTWARE WILL MEET BUYER'S REQUIREMENTS OR EXPECTATIONS, OPERATE WITHOUT INTERRUPTION, ERROR, OR DEFECT, BE SECURE, OR THAT ANY DEFECTS WILL BE CORRECTED. BUYER ACKNOWLEDGES THAT USE OF THE PRODUCTS IS AT BUYER'S SOLE RISK.

13. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SELLER, ITS LICENSORS, AFFILIATES, SUPPLIERS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY: (A) LOSS OF DATA, PROGRAMS, OR INFORMATION; (B) LOSS OF PROFITS, REVENUE, BUSINESS, OR ANTICIPATED SAVINGS; (C) LOSS OF GOODWILL OR REPUTATION; (D) COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES, OR TECHNOLOGY; (E) BUSINESS INTERRUPTION OR DOWNTIME; OR (F) SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR INDIRECT DAMAGES OF ANY KIND, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE PRODUCTS, OR ANY EMBEDDED SOFTWARE, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (INCLUDING CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE), EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, SUCH DAMAGES WERE FORESEEABLE, OR THE REMEDIES HEREIN FAIL OF THEIR ESSENTIAL PURPOSE.

Seller shall have no liability to the extent any claim, damage, or loss arises from or relates to: (a) Buyer errors, misuse, or negligence; (b) failures of Buyer's or any third party's hardware, software, network, or operating environment; (c) modifications to the Products or Embedded Software not made by Seller; (d) use of the Products in combination with products, services, data, or technology not provided or authorized in writing by Seller; (e) use of the Products contrary to this Agreement, the documentation, or Seller's instructions; (f) use of any version of Embedded Software other than the then-current version made available by Seller; (g) any third-party products, services, or content; or (h) circumstances beyond Seller's reasonable control.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SELLER'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PRODUCTS, OR ANY EMBEDDED SOFTWARE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED THE LESSER OF: (A) THE AMOUNTS ACTUALLY PAID BY BUYER TO SELLER FOR THE SPECIFIC PRODUCT GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED THOUSAND DOLLARS ($100,000 USD). THIS CAP IS CUMULATIVE AND NOT PER-INCIDENT. THIS CAP IS INTENDED TO OPERATE IN A MANNER CONSISTENT WITH THE LIMITATIONS OF LIABILITY SET FORTH IN EDGECORTIX'S MERA SOFTWARE EULA.

BUYER ACKNOWLEDGES THAT SELLER HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND DISCLAIMERS OF WARRANTIES SET FORTH HEREIN, THAT THE SAME REFLECT AN ALLOCATION OF RISK BETWEEN THE PARTIES, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION 13 SHALL APPLY REGARDLESS OF WHETHER ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

14. INTELLECTUAL PROPERTY INDEMNITY

Buyer represents and warrants that: (a) it owns or otherwise has the full right and authority to provide to Seller any specifications, designs, instructions, or other information supplied by Buyer in connection with this Agreement; (b) such materials do not infringe, misappropriate, or otherwise violate the intellectual property rights of any third party; (c) such specifications, designs, instructions, or other information have not been improperly or unlawfully acquired; and (d) Buyer's products or services (including any products incorporating the Products) do not infringe, misappropriate, or otherwise violate any third-party intellectual property or other rights.

Buyer shall indemnify, defend, and hold harmless Seller and its affiliates, licensors, suppliers, officers, directors, employees, agents, successors, and assigns from and against any and all claims, actions, suits, proceedings, losses, damages, liabilities, settlements, judgments, and costs (including reasonable attorneys' fees and expert witness fees) arising out of or relating to any third-party claim, suit, or proceeding based on or arising from: (a) Buyer's or any authorized user's negligence or willful misconduct; (b) use of the Products in a manner not authorized by this Agreement or the documentation; (c) use of the Products in combination with data, software, hardware, equipment, or technology not provided or authorized in writing by Seller; (d) modifications to the Products or Embedded Software not made by Seller; (e) use of any version of Embedded Software other than the then-current version made available by Seller where the issue would have been avoided by use of such current version; (f) any claim that Buyer's products or services (including any products incorporating the Products) infringe, misappropriate, or violate any third-party intellectual property or other rights; or (g) Seller's compliance with Buyer-provided specifications, designs, or instructions.

Seller shall defend Buyer against any third-party claim alleging that a Product, as delivered by Seller and used in accordance with this Agreement and the documentation, directly infringes a valid United States patent, provided that: (i) Buyer promptly notifies Seller in writing of the claim; (ii) Buyer allows Seller sole control of the defense and any settlement; and (iii) Buyer provides reasonable assistance at Seller's expense. Seller may, at its sole option and expense: (A) procure the right for Buyer to continue using the Product; (B) replace or modify the Product to be non-infringing while maintaining substantially equivalent functionality; or (C) refund the depreciated value of the affected Product upon its return, calculated on a straight-line basis over three (3) years.

Seller shall have no indemnification or defense obligation for claims arising from: (i) combinations of the Products with items not supplied by Seller; (ii) modifications not made by Seller; (iii) Seller’s compliance with Buyer’s specifications, designs, instructions, or information; (iv) use of the Products outside their intended purpose or in violation of this Agreement or the documentation; (v) any Product or Embedded Software version other than the then-current version; or (vi) any claim based on Buyer's products, services, or business activities. THE FOREGOING STATES SELLER'S ENTIRE LIABILITY AND BUYER'S EXCLUSIVE REMEDY FOR ANY INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS RELATING TO THE PRODUCTS. BUYER ACKNOWLEDGES AND AGREES THAT SELLER SHALL HAVE NO LIABILITY FOR ANY INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS RELATED TO THE EMBEDDED SOFTWARE OR MERA SOFTWARE.

15. EXPORT CONTROL; SANCTIONS REPRESENTATIONS

The Products, Embedded Software, and related technical data may be subject to U.S. and other applicable export control and sanctions laws and regulations. Buyer agrees to comply strictly with all such laws and regulations and represents and warrants that: (a) it is not a prohibited or sanctioned person or entity under applicable laws; (b) it is not located in, and will not export, re-export, transfer, or permit access to the Products or related technical data to any prohibited or embargoed country, territory, or person; (c) it will not use the Products in connection with chemical, biological, or nuclear weapons, or missiles capable of delivering such weapons; (d) it will not use the Products for any illegal purpose; and (e) it will obtain any required licenses or authorizations prior to any export or re-export. Buyer shall indemnify and hold harmless Seller for any violations of this Section.

16. COMPLIANCE WITH LAWS

Each party shall comply with all applicable laws, regulations, and governmental requirements in connection with its performance under this Agreement, including, without limitation, laws relating to export controls, economic sanctions, anti-corruption, anti-bribery, competition, and data protection. Neither party shall take any action that would cause the other party to be in violation of any such laws or regulations.

17. FORCE MAJEURE

Seller shall not be liable for any failure or delay in performance under this Agreement (other than payment obligations) due to events beyond Seller’s reasonable control, including acts of God, labor disputes, supply chain disruptions, governmental actions, natural disasters, or transportation failures. Seller shall use commercially reasonable efforts to resume performance as soon as practicable.

18. PRODUCT DISCONTINUATION

Seller may discontinue any Product at any time in its sole discretion. Where commercially reasonable, Seller shall use reasonable efforts to provide Buyer with advance written notice of such discontinuation and may, at its discretion, offer a final opportunity to place last-time-buy orders under commercially reasonable terms. Seller shall have no obligation to continue manufacturing, supporting, or providing updates for any discontinued Product. EdgeCortix may, in its sole discretion, discontinue or modify any Embedded Software or support services at any time without notice or liability.

19. TERM AND TERMINATION

This Agreement will govern in perpetuity all of Buyer’s purchases of Products.

Either party may terminate this Agreement upon written notice if the other party: (a) commits a material breach of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice; or (b) becomes insolvent, is subject to any bankruptcy or similar proceeding, or ceases to operate in the ordinary course of business. Notwithstanding the foregoing, Seller may terminate this Agreement immediately upon written notice if Buyer breaches any provision of Sections 9, 10, or 15 (relating to license scope, use restrictions, or export control).

Seller may limit, suspend, or terminate Buyer's rights under this Agreement immediately and without prior notice if, in Seller's sole judgment: (a) Buyer's use of the Products or Embedded Software materially adversely affects or threatens to affect Seller, the Products, or other customers; (b) Buyer's use is unlawful, unauthorized, fraudulent, or otherwise in violation of this Agreement; (c) Seller reasonably believes that continued use or access poses a security risk; or (d) Buyer fails to pay any amounts due to Seller under this Agreement or any related agreement.

20. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict-of-laws principles or the United Nations Convention on Contracts for the International Sale of Goods. The parties agree that any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in New York County, New York, and the parties hereby irrevocably consent to the exclusive personal jurisdiction and venue of such courts and waive any objections thereto, including forum non conveniens. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT TO A JURY TRIAL IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

21. MISCELLANEOUS

This Agreement, together with any applicable Hardware Terms, quotations, and order acknowledgments, constitutes the entire agreement between the parties regarding the Products and supersedes all prior or contemporaneous understandings, agreements, proposals, negotiations, or representations, whether written or oral, relating to the Products. Buyer acknowledges that it has not relied on any representation, warranty, or statement not contained in this Agreement.

All notices required or permitted under this Agreement shall be in writing and shall be deemed given: (a) when delivered personally; (b) when sent by confirmed email; (c) one (1) business day after deposit with a nationally recognized overnight courier; or (d) three (3) business days after mailing by certified mail, return receipt requested. Notices to Seller shall be sent to its principal place of business as listed on its website or as otherwise designated in writing.

Section headings are for convenience only and shall not affect the interpretation of this Agreement.

Buyer may not assign, delegate, or otherwise transfer this Agreement or any of its rights or obligations hereunder, whether voluntarily or involuntarily, directly or indirectly, by operation of law, merger, consolidation, change of control (whether by stock sale, asset sale, or otherwise), sale of all or substantially all of its assets, or otherwise, without Seller's prior written consent in each instance, and any attempted assignment in violation of this Section shall be null and void ab initio and of no force or effect. Seller may assign this Agreement, in whole or in part, without Buyer's consent, including in connection with a merger, reorganization, corporate restructuring, or sale of assets. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party. No failure or delay in exercising any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right preclude any other or further exercise thereof or the exercise of any other right.

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision shall be deemed modified to the extent necessary to make it enforceable, if permitted by law.

Updated: April 4th, 2026