Montreal, QC

LATYS INTELLIGENCE INC. SALES TERMS & CONDITIONS

For product or service inquiries: support@latys.ca

Please read the following sales terms (“Sales Terms”) carefully and refer to them as necessary as you use the device(s) and any of its components (the “Device(s)”). These Sales Terms are entered into by and between LATYS Intelligence Inc. (“LATYS”) and the person who buys, or agrees to buy, or proceeds to the evaluation of the Device(s) identified on the relevant order (the “Customer” and collectively the “Parties”) as of the date of issuance of such order. The Customer hereby acknowledges that by buying or proceeding with the evaluation of the Device(s) and/or placing a Purchase Order, it shall be deemed to have accepted the present Sales Terms and entered into a binding agreement (the “Agreement”).

1. Use of Device(s): The Customer may use the Device(s) for evaluation and internal testing purposes. 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 or part of the Device(s); or (iii) sell, lease, 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 unless otherwise specified.

3. Payment: The purchase price or the evaluation price, as the case may be, as set out in the Purchase Order and as agreed upon by the Parties (the “Purchase price”) will be due upon 30 days from the delivery date (the “Date of Delivery”) unless otherwise specified. If the Customer elects to return the Device(s) in accordance with Section 6, no payment shall be due.

4. Taxes: The Customer will be and remain liable for, and will indemnify and hold LATYS harmless from, the payment of all rates, duties, tariffs, levies, taxes and other public charges directly or indirectly due or arising in connection with the Agreement.

5. 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 which may occur to the Device(s) as of the Date of Delivery. This includes any period during which the Device(s) are in the Customer’s possession prior to return under Section 6.

6. Return of Hardware: In the event that the Customer elects to return the Device(s) prior to payment of the Purchase Price, the Customer shall notify LATYS in writing and return all items, including all accessories, in their original packaging, within 30 days of the Date of Delivery.

The return shipment must include tracking and require 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. The Customer shall be responsible for all return shipping costs unless otherwise agreed in writing.

Failure to return the Device(s) within this period shall be deemed acceptance of the Device(s) and shall trigger the Customer’s obligation to pay the full Purchase Price in accordance with Section 3.

7. Title: LATYS retains title to the Device(s) until final and full payment of the relevant Purchase Price and of all amounts due and owing under the Agreement, including interest, is received, at which time title will pass from LATYS to the Customer. If the Device(s) are returned in accordance with Section 6, title shall remain with LATYS at all times.

8. Warranty: LATYS warrants that the Device(s) will be free of defects resulting from defective materials or workmanship only for a period of 1 month following the Date of Delivery (the “Warranty Period”). Subject to Section 9 (Limitation of liability), if the Customer discovers any such defect within the Warranty Period, LATYS will provide to the Customer, without charge, either a replacement Device(s) or replacement parts for and repair of Device(s), as determined by LATYS (the “Warranty”). Customer will be responsible for returning the Device(s) or component thereof to LATYS and LATYS will be responsible for delivering the repaired or replacement Device(s) or component to the Customer. The Warranty shall not apply to Device(s) returned under Section 6.

9. Exclusion: The Warranty is non-transferable and is the sole warranty made by LATYS with respect to the Device(s). LATYS makes no other warranty or representation, express or implied, and hereby disclaims, without limiting the foregoing, any implied warranty of merchantability or fitness for a particular purpose, concerning the Device(s). In addition, the Warranty will not apply where the Device(s) or any component thereof:

a. is damaged by misuse, accident or negligence;

b. is damaged by modifications, alterations or attachments thereto which are not authorized in writing by LATYS;

c. is installed or operated contrary to the instructions of LATYS (whether oral or in writing); or

d. is opened, modified or disassembled in any way without LATYS’ written consent.

10. Limitation of liability: To the extent not prohibited by law, in no event LATYS shall have any liability to the Customer for any injury or any incidental, special, direct, indirect or consequential damages suffered by the Customer or third party including in particular, but without limiting the foregoing, :

a. any special, indirect or consequential damage, including lost profits, lost revenues, failure to realize expected savings, or other commercial or economic losses of any kind;

b. any damage caused by Customer’s failure to meet its responsibilities under the Agreement;

c. any loss or damage to any property or for any personal injury or economic loss or damage caused by the connection of the Device(s) to other devices or systems; or

d. any damage or injury arising from or as a result of deformation, inappropriate, misuse, abuse or incorrect installation, integration or operation or repairs carried out by a third party of the Device(s).

11. Technology Ownership: Customer acknowledges and agrees that all Intellectual Property rights, title, and interest embodied in the Device(s) are and shall remain LATYS’ and its licensors’ exclusive property. For the avoidance of doubt, the “Intellectual Property” shall include, without limiting the foregoing, all sensors, hardware and software supplied with the Device(s) or operated on the cloud, their future updates and any custom sensors, hardware, and software developed by LATYS. The Customer will not make any claim of inventorship or ownership relating to the Device(s) as delivered or as may be updated thereafter from time to time, any component thereof or any technology or Intellectual Property embodied therein. The Customer agrees not to remove, alter or in any way infringe upon any trademark, copyright or other proprietary rights notices contained within the Device(s) or any or part of its components.

12. Protection and care: The Customer shall comply with the operation instructions, guidelines or any other instructions provided by LATYS, whether oral or written relating to the use and care of the Device(s). Otherwise, the Customer will use reasonable and proper care in the custody and operation of the Device(s), and until title passes to the Customer, maintain reasonable adequate security measures to protect the Device(s) from theft, vandalism, sabotage, fire or industrial or other accident. Customer will not open, modify, disassemble or make improvements to the Device(s) or any component thereof or permit the same to be opened, modified or disassembled by persons other than LATYS employees.

13. Liability: Subject to Section 9 (Limitation of liability) and Section 13 (Indemnity), each party to the Agreement shall be liable to the other party for direct damages only in case of a grossly negligent conduct or omission. The parties shall not be liable for any indirect or consequential damages.

14. Indemnity: Notwithstanding Section 12 (Liability), the Customer acknowledges that it uses the Device(s) at its own risk and agrees to indemnify and hold LATYS and/or its partners, their officers, directors, employees, affiliates and agents harmless from all liabilities, claims, losses, damages, expenses, suits and judgements arising from injury to, or death of, any persons, or from damage to property resulting from the use, operation, storage or transportation of the Device(s), provided that this use, operation, storage or transportation of the Device(s) does not correspond with the operation instructions supplied by LATYS (oral or in writing).

15. Confidentiality: The “Confidential Information” shall mean any information (i) designated as confidential by either party hereto; (ii) related to the Device(s) or LATYS’ Intellectual Property; (iii) related to the Parties’ activity; and (iv) any other information received from a party as part of its relationship with the other party and which, under the circumstances, must be considered confidential. Confidential Information does not include information that (i) the receiving party has received rightfully from a third party that is not in violation of its confidentiality obligations; (ii) is already known by the receiving party (iii) is part of the public domain; (iv) has been approved for publication by a written authorization from the disclosing party; or (v) must be disclosed under a court order or law, provided that the receiving party, if legally authorized to do so, provide sufficient notice of such order to the disclosing party to allow this party to seek an injunction or other remedy to prevent such disclosure. The Parties, individually, undertake to take all reasonable measures to prevent any unauthorized disclosure of the Confidential Information by employing no less than the same degree of care employed by such party to prevent any unauthorized disclosure of its own Confidential Information (but in any event, never less than reasonable care). Confidential Information disclosed as part of the Agreement may only be used by the receiving party to further the objectives provided herein and execution of the party’s obligations in accordance herein.

16. Remedies: The Customer’s exclusive remedy and LATYS’ limit of liability for any and all losses or damages resulting from defective goods or from any other cause shall be limited to the Purchase Price with respect to which losses or damages are claimed, plus any transportation charges actually paid by the Customer. All remedies in this Agreement shall be cumulative and in addition to and not in lieu of any other remedies available to either party at law, in equity or otherwise, and may be enforced concurrently or from time to time.

17. Claims: A delay, omission or failure by LATYS to exercise a right or power resulting from the Agreement cannot be considered a waiver by LATYS to exercise such right or power, which may be exercised at any time and against any person, nor constitute a waiver to exercise such right for any subsequent violation.

18. Term and Termination: The Agreement becomes effective immediately as of the date hereof and shall remain in effect for as long as the Customer uses or possess the Device(s) unless otherwise specified herein. Sections 10 (Technology ownership) and 14 (Confidentiality) shall remain effective indefinitely and shall survive any termination or expiration of the Agreement. LATYS reserves the right to terminate the Agreement at any time for any purpose, or for no reason whatsoever, upon notice, except if the Customer breaches the Agreement in which case no notice is required from LATYS to terminate the Agreement.

19. Binding Agreement: The Agreement will be binding upon the Parties and their respective administrators, successors and permitted assigns. If any provision of the Agreement is held to be invalid or unenforceable, such provision shall be deemed null and void and the remaining provisions shall remain in full force and effect.

20. Governing Law and Jurisdiction: The Agreement will be governed by the laws of the province of Quebec, and the parties hereby attorn to the jurisdiction of the province of Quebec, Canada and any disputes arising out or relating to the Agreement shall be resolved exclusively in either the province or federal courts located in the province of Quebec, in the judicial district of Montreal.

21. Amendment and waiver: The Agreement may not be amended, supplemented and no consent or waiver, express or implied, to or of any provision of the Agreement shall be made unless expressly agreed in a written agreement signed by the Parties.

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