Montreal, QC

Sales Terms and Conditions

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For product or service inquiries: support@latys.ca

PREAMBLE

Please read the following Sales Terms and Conditions ("Sales Terms") carefully. These Sales Terms govern the sale, evaluation, and use of the device(s) and any of their components (the "Device(s)") and are entered into by and between LATYS Intelligence Inc. ("LATYS") and the person or entity identified on the relevant Purchase Order who buys, agrees to buy, or proceeds to the evaluation of the Device(s) (the "Customer", and collectively the "Parties"), as of the date of issuance of such order.

By buying or proceeding with the evaluation of the Device(s), placing a Purchase Order, or accepting delivery, the Customer shall be deemed to have read, understood, and accepted these Sales Terms and to have entered into a binding agreement (the "Agreement").

1. USE OF DEVICE(S)

The Customer may use the Device(s) for evaluation, internal testing, and any other purposes expressly authorized by LATYS in writing. The Customer will not:

(i) copy any software or hardware components of the Device(s); (ii) alter, decompile, disassemble, reverse engineer, reproduce, or create derivative works from any part of the Device(s); or (iii) sell, lease, sublicense, or gift the Device(s) to a third party without the prior written consent of LATYS.

2. CURRENCY

All amounts referenced in the Agreement are quoted in United States dollars (USD) unless otherwise specified in writing.

3. PAYMENT

The purchase price or evaluation price, as set out in the Purchase Order and agreed upon by the Parties (the "Purchase Price"), is due within thirty (30) days from the date of delivery (the "Date of Delivery"), unless otherwise specified in the Purchase Order. If the Customer elects to return the Device(s) in accordance with Section 7, no payment shall be due, provided the return is completed in conformity with the conditions of Section 7.

4. TAXES AND CUSTOMS

The Customer is and shall remain liable for the payment of all rates, duties, tariffs, levies, taxes, and other public charges — including applicable sales taxes, value-added taxes, goods and services taxes, and customs duties — directly or indirectly arising in connection with the Agreement. The Customer shall indemnify and hold LATYS harmless from any claims, assessments, penalties, or expenses resulting from the Customer's failure to comply with applicable tax or customs obligations.

5. EXPORT CONTROLS AND REGULATORY COMPLIANCE

The Customer acknowledges that the Device(s) may be subject to export control laws and regulations of Canada, the United States, and other applicable jurisdictions, including the Export and Import Permits Act (Canada) and the Export Administration Regulations (United States). The Customer agrees to:

(i) comply with all applicable export control and sanctions laws and regulations; (ii) not export, re-export, transfer, or divert the Device(s) to any country, entity, or individual subject to applicable trade restrictions or sanctions without first obtaining all required governmental authorizations; and (iii) promptly notify LATYS in writing if the Customer becomes aware of any potential violation of export control laws in connection with the Device(s).

The Customer shall indemnify and hold LATYS harmless from any fines, penalties, or losses arising from the Customer's failure to comply with this Section.

6. RISK OF LOSS

The Customer assumes all risk of loss or damage to the Device(s) immediately upon the Date of Delivery. LATYS accepts no responsibility for any loss or damage occurring to the Device(s) after the Date of Delivery, including during any period in which the Device(s) are in the Customer's possession pending return under Section 7.

7. RETURN OF DEVICE(S)

If the Customer elects to return the Device(s) prior to payment of the Purchase Price, the Customer shall:

(i) notify LATYS in writing of its intent to return; (ii) return all items, including all accessories, in their original packaging, within thirty (30) days of the Date of Delivery; and (iii) ensure the return shipment includes tracking and requires a signature upon delivery to LATYS.

The Customer shall remain responsible for the Device(s) and all associated risks of loss or damage until receipt by LATYS is confirmed in writing. The Customer shall bear all return shipping costs unless otherwise agreed in writing.

Failure to return the Device(s) within the thirty (30) day period shall constitute acceptance and shall trigger the Customer's obligation to pay the full Purchase Price in accordance with Section 3.

8. TITLE

LATYS retains title to the Device(s) until final and full payment of the Purchase Price and all amounts due under the Agreement — including any accrued interest — is received by LATYS, at which time title shall pass to the Customer. If the Device(s) are returned in accordance with Section 7, title shall remain with LATYS at all times.

9. WARRANTY

LATYS warrants that the Device(s) will be free of defects resulting from defective materials or workmanship for a period of three (3) months following the Date of Delivery (the "Warranty Period"). If the Customer discovers any such defect within the Warranty Period, LATYS will provide, without charge, either a replacement Device or replacement parts and repair, as determined by LATYS at its sole discretion (the "Warranty"). The Customer shall be responsible for returning the defective Device(s) to LATYS, and LATYS shall be responsible for delivering the repaired or replacement Device(s) to the Customer.

The Warranty is non-transferable and shall not apply to:

(i) Device(s) returned under Section 7; (ii) Device(s) damaged by misuse, accident, or negligence; (iii) Device(s) damaged by modifications or alterations not authorized in writing by LATYS; (iv) Device(s) installed or operated contrary to LATYS instructions; or (v) Device(s) opened, modified, or disassembled without LATYS' prior written consent.

THE WARRANTY IN THIS SECTION IS THE SOLE WARRANTY MADE BY LATYS WITH RESPECT TO THE DEVICE(S). LATYS HEREBY DISCLAIMS, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

10. DATA AND PRIVACY

To the extent that the Device(s) collect, process, transmit, or store personal information or other data ("Device Data"), the Parties shall comply with all applicable privacy and data protection laws, including Canada's Personal Information Protection and Electronic Documents Act (PIPEDA) and, where applicable, the General Data Protection Regulation (GDPR) and other applicable regional laws.

The Customer is responsible for obtaining all necessary consents from individuals whose data may be collected through the Device(s). LATYS retains ownership of all aggregated, anonymized, or de-identified data derived from the Device(s), provided such data cannot reasonably be used to re-identify individuals or the Customer's proprietary information. The Parties shall implement and maintain reasonable technical and organizational security measures to protect Device Data against unauthorized access, loss, or disclosure.

11. ACCEPTANCE AND TESTING

Upon delivery, the Customer shall have fifteen (15) business days to conduct acceptance testing of the Device(s) (the "Acceptance Period"). The Device(s) shall be deemed accepted upon the earliest of: (i) the Customer's written confirmation of acceptance; (ii) the expiry of the Acceptance Period without a written deficiency notice; or (iii) the Customer's first productive or commercial use of the Device(s).

If the Customer identifies a material defect during the Acceptance Period, it shall notify LATYS in writing with a reasonably detailed description of the defect. LATYS shall have a reasonable period to investigate and, if a defect is confirmed, to remedy it in accordance with Section 9.

12. TECHNOLOGY OWNERSHIP

The Customer acknowledges that all intellectual property rights, title, and interest in and to the Device(s) — including all sensors, hardware, software, cloud-operated components, future updates, and any custom developments by LATYS — are and shall remain the exclusive property of LATYS and its licensors (collectively, "Intellectual Property"). The Customer shall not:

(i) make any claim of inventorship or ownership relating to the Device(s) or any Intellectual Property embodied therein; (ii) remove, alter, or infringe upon any trademark, copyright, or other proprietary notices on the Device(s); or (iii) use any trademark, trade name, or logo of LATYS without prior written consent.

13. PROTECTION AND CARE

The Customer shall comply with all operation instructions and guidelines provided by LATYS relating to the use and care of the Device(s). The Customer shall use reasonable care in the custody and operation of the Device(s) and, until title passes, maintain adequate security measures to protect the Device(s) from theft, vandalism, sabotage, or other damage. The Customer shall not open, modify, disassemble, or permit the same to be done by persons other than authorized LATYS employees or contractors.

14. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LATYS BE LIABLE TO THE CUSTOMER OR ANY THIRD PARTY FOR ANY:

(i) indirect, incidental, special, punitive, or consequential damages, including lost profits, lost revenues, failure to realize expected savings, or other economic losses of any kind, even if LATYS has been advised of the possibility of such damages; (ii) damage caused by the Customer's failure to meet its obligations under the Agreement; (iii) loss or damage to property, or personal injury or economic loss, caused by the connection of the Device(s) to other devices or systems; or (iv) damage or injury arising from misuse, incorrect installation, or repairs carried out by a third party without LATYS' authorization.

LATYS' total aggregate liability to the Customer for all claims arising under or in connection with the Agreement shall not exceed the Purchase Price paid by the Customer for the Device(s) giving rise to the claim.

15. INDEMNITY

The Customer agrees to indemnify and hold harmless LATYS and its partners, officers, directors, employees, affiliates, and agents from and against all liabilities, claims, losses, damages, expenses, suits, and judgements (including reasonable legal fees) arising from: (i) injury to, or death of, any person, or damage to property, resulting from the use, operation, storage, or transportation of the Device(s) in a manner inconsistent with LATYS' instructions; or (ii) the Customer's violation of applicable law, including export control, privacy, or data protection obligations.

16. CONFIDENTIALITY

"Confidential Information" means any information: (i) designated as confidential by either Party; (ii) related to the Device(s) or LATYS' Intellectual Property; (iii) related to either Party's business activities; or (iv) that, given the circumstances of disclosure, ought reasonably to be treated as confidential. Confidential Information does not include information that: (a) was rightfully received from a third party without confidentiality obligation; (b) was already known to the receiving Party at the time of disclosure; (c) is or becomes part of the public domain through no fault of the receiving Party; (d) has been approved for disclosure in writing; or (e) is required to be disclosed by law or court order, provided prompt written notice is given to the disclosing Party to the extent legally permitted.

Each Party shall protect the other's Confidential Information with at least the same degree of care used for its own confidential information, and in any event no less than reasonable care. Confidential Information may only be used to fulfill the objectives of the Agreement. These confidentiality obligations shall survive termination or expiry of the Agreement for a period of three (3) years.

17. FORCE MAJEURE

Neither Party shall be liable for any delay or failure in performance (other than payment obligations) to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, pandemics, war, government actions, embargoes, supply chain disruptions, labour disputes, or interruptions to transportation or communications infrastructure (each, a "Force Majeure Event"). The affected Party shall promptly notify the other Party in writing, use commercially reasonable efforts to mitigate the impact, and resume performance as soon as reasonably practicable. If a Force Majeure Event continues for more than sixty (60) consecutive days, either Party may terminate the Agreement upon written notice without liability, except for amounts already due.

18. REMEDIES

The Customer's exclusive remedy and LATYS' maximum liability for losses or damages resulting from defective Device(s) or from any other cause shall be limited to the Purchase Price actually paid by the Customer for the Device(s) giving rise to the claim, plus documented transportation charges. All remedies under this Agreement are cumulative and in addition to any other remedies available at law or in equity.

19. CLAIMS AND WAIVER

Any claim by the Customer against LATYS arising from the Agreement must be brought within twelve (12) months of the date on which the Customer knew, or ought reasonably to have known, of the facts giving rise to the claim. A delay, omission, or failure by LATYS to exercise any right or power under the Agreement shall not be construed as a waiver of that right or power.

20. TERM AND TERMINATION

The Agreement becomes effective when the Customer accepts these Sales Terms and shall remain in effect for as long as the Customer uses or possesses the Device(s), unless earlier terminated. LATYS may terminate the Agreement at any time upon written notice. If the Customer materially breaches the Agreement, LATYS may terminate immediately without notice. Upon termination, the Customer shall promptly return the Device(s) to LATYS at its own cost if title has not passed. Sections 10, 12, 14, 15, 16, 19, and 21 shall survive any termination or expiry of the Agreement.

21. GOVERNING LAW AND JURISDICTION

The Agreement shall be governed by and construed in accordance with the laws of the Province of Quebec, Canada, excluding its conflict of laws rules. The Parties irrevocably attorn to the exclusive jurisdiction of the courts of the Province of Quebec, judicial district of Montreal. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.

22. AMENDMENT AND WAIVER

The Agreement may not be amended or supplemented, and no consent or waiver shall be binding, unless made in a written instrument signed by authorized representatives of both Parties.

23. GENERAL PROVISIONS

Binding Effect: The Agreement shall be binding upon the Parties and their respective administrators, successors, and permitted assigns. Neither Party may assign the Agreement without the prior written consent of the other Party, except that LATYS may assign the Agreement to an affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets upon written notice to the Customer.

Severability: If any provision of the Agreement is held invalid or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force.

Entire Agreement: These Sales Terms, together with the applicable Purchase Order, constitute the entire agreement between the Parties and supersede all prior agreements, representations, and understandings, whether written or oral.

Language: The Parties confirm their express wish that the Agreement and all related documents be drafted in English. Les parties reconnaissent avoir exigé que cette convention et tous les documents s'y rattachant soient rédigés en anglais.

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