Pyramid Solutions' Standard Terms and Conditions

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Sales under these terms and conditions (these “Terms”) are by Pyramid Solutions, Inc., a Michigan corporation,

(“Pyramid”) to the person named as the buyer or purchaser in the documentation to which these Terms are attached or

with which they are associated, or, if these Terms are shipped with one or more products, the person to whom they are

shipped (in any case, “Buyer”) and all sale transactions between Pyramid and Buyer are conditional on Buyer’s assent to

these Terms. If these Terms are first tendered to Buyer before Buyer tenders a purchase order or similar document to

Pyramid, these Terms are in lieu of any terms later submitted by Buyer and Pyramid rejects all additional or different terms

and conditions of Buyer, whether confirmatory or otherwise. If Pyramid tenders these terms after the tender by Buyer of

other terms, whether as part of a purchase order or otherwise, then Pyramid’s acceptance of any offer by Buyer

associated with Buyer’s terms is expressly conditioned upon Buyer’s acceptance of these Terms exclusively, including,

but not limited to, any provisions of these Terms that are additional to, or different from, terms contained in the terms

tendered by Buyer. Buyer’s performance, or acceptance of, or payment for, any products from Pyramid, will constitute

Buyer’s acceptance of these Terms. These Terms, together with any associated description of the products that are the

subject of the purchase and sale transaction under these Terms (whether given telephonically, by other electronic

means, or otherwise) constitute an “Order.” Buyer represents and warrants that any products it purchases from

Pyramid are for business or commercial use and not for domestic, personal, family, or household use.

1. PRICES & MINIMUM ORDER QUANTITIES: The prices of the products supplied by Pyramid are as stated in the

Order. Prices may be adjusted to the prices in effect at the time of delivery. All pricing is FOB (as described in UCC

Sec. 2-319) Pyramid’s dock for shipments within the United States and Ex Works (Incoterms 2000) Pyramid’s dock

for international shipments. Buyer acknowledges that the prices for certain products offered by Pyramid are based

on Buyer purchasing a minimum quantity of those products. Where Buyer orders a product that is subject to a

minimum order quantity and the quantity ordered does not meet that minimum order quantity, Pyramid reserves the

2. PAYMENT: Unless otherwise expressly agreed in writing by Pyramid, Buyer will pay any invoice issued by Pyramid

in U.S. Dollars. No discounts are authorized. Pyramid may, at its sole discretion, require payment by bank transfer,

cash, certified check, C.O.D., or credit card. All trading accounts are subject to prior approval of Pyramid’s credit

department, in accordance with Pyramid’s credit policies and practices in effect from time to time. The amount of

credit or terms of payment may be changed by Pyramid at any time for any reason. If Buyer fails to make payment

when due or defaults in any other way, Pyramid may, at its option, without limiting any of its other rights or remedies

available under these Terms or applicable law, and until Buyer’s account is current: (1) withdraw credit and

suspend or cancel performance under any or all Orders; and/or (2) reschedule shipment. Each shipment will be

3. TAXES: All prices are exclusive of sales, use, excise, customs, export, import, commodity or any other taxes.

Buyer will pay all such taxes and any licence fees or other charges incidental to the sale of products. Buyer will, at

Pyramid’s request, provide to Pyramid reasonable proof of payment by Buyer of such taxes, fees, and

assessments. If Pyramid is required to prepay any taxes on behalf of Buyer, Buyer will reimburse Pyramid for all

4. SHIPMENTS: All shipments will be made in accordance with the delivery terms designated in the relevant Order or, if

no delivery terms are expressed, FOB (as described in UCC Sec. 2-319) Pyramid’s dock for shipments within the

United States and Ex Works (Incoterms 2000) Pyramid’s dock for international shipments. Any claims against

Pyramid for shortages or non-conformance that could, with due diligence, be discovered by inspection upon receipt,

must be made within 10 days after receipt. Prices include packaging in accordance with Pyramid's standard

practice. Pyramid may make deliveries in installments with appropriate partial invoicing issued for each such

installment. Any shipping date or delivery date stated represents Pyramid's best estimate of when the products will

be shipped or delivered. Pyramid is not liable for losses or added costs due to delivery delays. Each shipment of

products to be delivered is to be considered a separate sale and Buyer will pay the agreed price for each shipment

without regard for any failure to deliver any subsequent shipment of such products. Pyramid’s breach or default in

the delivery of any shipment will not give Buyer the right to refuse to receive any other shipment. Any back-ordered

products will be considered a separate shipment. Any failure by Buyer to pay for any shipment within the time for

5. FORCE MAJEURE: Pyramid will not be liable for failure to deliver, or for delay in delivery of, the products arising out

of causes beyond its reasonable control, including acts of God or of the public enemy, acts of any Governmental

authority, fires, floods, unusually severe weather, epidemics, quarantine restrictions, strikes, labor disputes or

shortages of labour, freight embargoes, or inability to secure necessary parts and materials. In no event will

Pyramid be liable for any loss or damage, including in particular, direct, incidental, indirect, special, punitive or

A. TERMINATION FOR DEFAULT: Either party may terminate an Order by written notice, without prejudice to its

other rights or remedies if: (1) the other party files a petition in bankruptcy or assignment for the benefit of creditors,

becomes insolvent, becomes, or admits that it is, unable to pay its debts generally as they become due, or has a

manager or receiver appointed over any of its assets; (2) the other party defaults under these Terms and does not

remedy the default within 30 days (10 days in the case of payment defaults) following written notice requiring the

B. TERMINATION FOR CONVENIENCE: At Pyramid’s sole discretion, Orders may be cancelled on receipt of written

request from Buyer requesting cancellation, except that Orders or Order line items for products designated non-

cancellable or non-returnable (“NCNR” or other designation to that effect), or for custom products cannot be

cancelled under any circumstances. Buyer will accept delivery and pay 100% of the purchase price of such Order

C. ADEQUATE ASSURANCE OF PERFORMANCE: In any circumstance where Pyramid has the right to demand

adequate assurance of Buyer’s performance (such as under Section 2-609 of the Uniform Commercial Code, where

applicable), Buyer will provide such assurance within five days after demand by Pyramid.

7. PRODUCT CHANGES: Pyramid may, at any time and without notice to Buyer, change the product(s) in any way that

does not adversely affect the form, fit or function of the product(s) in any material respect.

8. TECHNICAL ASSISTANCE: Pyramid will not be liable in any respect to provide technical advice, facilities or service

in connection with any Order or the products supplied. Any such assistance must be the subject of a separate

9. RISK, TITLE AND SECURITY INTEREST: Risk of damage to or loss of any products supplied by Pyramid will pass to

Buyer at the time specified in the Order or, if not specified, FOB (as described in UCC Sec. 2-319) Pyramid’s dock for

shipments within the United States and Ex Works (Incoterms 2000) Pyramid’s dock for international shipments. No

delivery terms other than FOB Pyramid’s dock or Ex Works Pyramid’s dock will apply unless Pyramid has separately

acknowledged in writing any such delivery term. Unless otherwise specified by Pyramid in an order, title to any

products supplied by Pyramid will pass to Buyer at the same time as risk passes in accordance with the preceding

portion of this Section 9. Buyer grants to Pyramid a security interest in the products supplied under these Terms and

any proceeds thereof and accessions thereto as security for Buyer’s obligations (payment and otherwise) to

Pyramid. Pyramid may register and/or file a financing statement in the Personal Property Securities Register or other

appropriate repository of records to perfect its security interest in the products in accordance with the Personal

Property Securities Act 1999, the Uniform Commercial Code, or other applicable law.

10. WARRANTY: Pyramid warrants solely to Buyer that each product supplied under these Terms will, until the date that

is 12 months after shipment by Pyramid to Buyer (the “Warranty Period”), conform to Pyramid's written

specifications. Pyramid’s sole and exclusive obligation, and Buyer’s sole remedy for failure of any product to

conform to the above warranty, is, at the option of Pyramid, that Pyramid will repair or replace the non-conforming

product or refund to Buyer the monies paid by Buyer for the non-conforming product. Buyer must notify Pyramid of

any nonconformity during the Warranty Period. In the case of replacement of a non-conforming product, the

Warranty Period will be tolled beginning on the date upon which Pyramid receives the non-conforming product and

will begin to run again when Buyer receives the repaired or replacement product. The warranty will not apply if the

product: (1) fails, malfunctions or is damaged as a result of handling, installation, maintenance, removal, modification

or repair other than as specified in Pyramid’s then-current user manual or similar documentation; (2) suffers a

casualty or is subjected to abuse (including electrostatic discharge) or improper use; (3) is altered or damaged so

that Pyramid is unable to verify the defect with its normal test equipment; or (4) is not returned in the same or

11. PRODUCT RETURNS: Pyramid will have no obligation to accept any return unless Pyramid has approved in writing

the return. All return documentation must contain Pyramid's Returned Materials Authorization (“RMA”) number.

Pyramid may refuse returned shipments not approved by Pyramid or not properly identified. The request for return

approval must include serial number, part number, lot number, and date code (each as applicable), and full

identification of products to be returned. Proper handling procedures must be used in the packing and shipping of all

returns. Products must be returned in the same or equivalent container in which they were shipped with the RMA

number clearly visible on the package. Buyer retains title and assumes all risk of loss relating to products returned

12. DISCLAIMERS AND LIMITATION OF LIABILITY: EXCEPT AS EXPRESSLY WARRANTED IN SECTION 10, THE

PRODUCTS ARE SUPPLIED "AS IS" AND WITH ALL FAULTS. PYRAMID MAKES NO OTHER REPRESENTATIONS

OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCTS AND PYRAMID

EXPRESSLY DISCLAIMS ALL WARRANTIES AS TO THEIR QUALITY, PERFORMANCE, MERCHANTABILITY,

BUYER’S REMEDIES ARE EXPRESSLY LIMITED TO THE EXCLUSIVE REMEDIES STATED IN THESE TERMS.

NEITHER PYRAMID NOR ANY DIRECT OR INDIRECT SUPPLIER TO PYRAMID WILL BE LIABLE FOR ANY

INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED

TO, LOSS OF REVENUE OR PROFITS) ARISING OUT OF, RELATED TO, OR CAUSED, DIRECTLY OR INDIRECTLY,

BY THE USE OR TRANSFER OF ANY PRODUCT BY BUYER OR ANY CUSTOMER OR SUCCESSOR HOLDER OF

ANY PRODUCT, BY THE PERFORMANCE OR FAILURE TO PERFORM OF PYRAMID OR ANY DIRECT OR INDIRECT

SUPPLIER TO PYRAMID UNDER THESE TERMS OR IN ANY OTHER RESPECT, BY ANY OTHER ACT OR OMISSION

OF PYRAMID OR ANY DIRECT OR INDIRECT SUPPLIER TO PYRAMID, OR BY ANY OTHER CAUSE. IN NO EVENT

WILL PYRAMID’S OR ITS SUPPLIERS’ TOTAL LIABILITY TO BUYER FOR ANY CLAIM EXCEED THE SUM PAID

THESE LIMITATIONS APPLY REGARDLESS OF WHETHER PYRAMID OR ITS SUPPLIER(S) IS (ARE) OR WAS

(WERE) AWARE OF THE POSSIBILITY OF ANY PARTICULAR DAMAGES AND REGARDLESS OF WHETHER ANY

NO ACTION MAY BE BROUGHT BY BUYER FOR ANY BREACH OF THIS AGREEMENT MORE THAN ONE (1) YEAR

13. INDEMNIFICATION: Buyer shall indemnify, defend, and hold harmless Pyramid and its managers, directors, officers,

employees, agents, affiliates, successors, and assigns from and against any and all claims, suits, actions, demands,

damages, losses, liabilities, penalties, fines, costs and expenses (including, without limitation, reasonable attorneys’

fees) whatsoever that are incurred by or made against any indemnitee and that arise out of, or are related to: (i) any

act, omission, negligence, or misconduct of Buyer; (ii) any breach of these Terms or any Order by Buyer; or (iii) any

claim by Buyer, any customer of Buyer, any successor holder of any of the products, or any other person, related

to the products or the purchase, installation, or use of such products, or any undertakings, acts, or omissions

relating to such products, to the extent such claim is not based upon a product defect proven to have been caused

14. FAIL-SAFE OR CRITICAL OPERATIONS: Pyramid’s products are not designed, intended, authorized, or warranted

to be suitable for use or resale as control equipment in, or for other applications related to, hazardous or potentially-

hazardous environments or applications requiring high-availability or fail-safe performance, such as in the operation

of nuclear facilities, aircraft navigation or communications systems, air traffic control, life support, public works,

weapons systems, or any other application in which the failure of a product could lead to property damage, death,

personal injury, or environmental damage. Buyer will not use, or permit to be used, the products for such high-

availability, fail-safe, or critical applications and further agrees to indemnify, defend, and hold harmless Pyramid and

its managers, directors, officers, employees, agents, affiliates, successors, and assigns from and against any

action, suit, proceeding, cost, expense, damages, and liability (including , but not limited to, reasonable attorneys’

fees) arising out of, or related to, the breach of Buyer’s obligations in this Section 14.

15. SOFTWARE OWNERSHIP AND LICENCE: If any product supplied by Pyramid contains software, firmware, or

A. SEPARATE AGREEMENT: Where Pyramid and Buyer have entered into a separate agreement providing for

licenses for software, firmware, or databases, that agreement will govern the Licensed Software to the extent

B. NO SEPARATE AGREEMENT: Where, and to the extent that, Pyramid and Buyer have not entered into a

separate agreement providing for licenses for software, firmware, or databases associated with the products. The

following terms will apply. As between Pyramid and Buyer or Buyer’s permitted assignees and transferees, except

as otherwise expressly stated in these Terms, Pyramid will retain ownership of all intellectual property rights in the

Licensed Software. Buyer acknowledges that it is granted a perpetual, non-exclusive, non-transferable (except in

connection with transfer of the physical product upon which the Licensed Software resides as permitted by these

Terms) licence to load, run, and store the Licensed Software in machine-readable form only for Buyer’s or a

successor purchaser’s internal use and only for use with the product (the “Intended Use”). Buyer will strictly

adhere to the Intended Use of the Licensed Software and will not translate, adapt, arrange, reverse compile or

otherwise alter or perform error corrections, nor disclose, sell, assign, rent, lend, sub-license, or otherwise transfer

the Licensed Software. Buyer may transfer such license, but only in connection with the sale of a product upon

which such Licensed Software is installed and Buyer may not continue to use or operate any Licensed Software

after the specific product with which the Licensed Software is associated has been transferred. Nothing in these

Terms will be interpreted as conveying or granting a licence to Buyer of any Licensed Software in source code

form. Any licence of software in source code form will be covered by a separate agreement, if at all.

16. CONFIDENTIALITY: Buyer will, notwithstanding that any Order may have terminated, keep in confidence and

prevent the disclosure to any person all information and data disclosed to it by Pyramid that is marked confidential or

by its nature ought to be considered confidential, including business plans, technological techniques, inventions, and

research and development. Notwithstanding the foregoing, Buyer will not be liable for disclosure of any confidential

information if the same: (i) was readily ascertainable by proper means by the public at the time at which it was

disclosed or later becomes so, in either case without breach of these Terms by Buyer or any agent of Buyer; (ii) is

disclosed with the prior written approval of Pyramid; or (iii) becomes known to Buyer from a source other than

Pyramid without breach of these Terms by Buyer or breach by the source of any obligation of confidentiality.

17. EXPORT CONTROLS: Unless an appropriate license, exemption or similar authorization has been duly obtained,

Buyer shall not, nor shall Buyer authorize or permit its employees, agents, successors or assigns to, export or re-

export any products to any country identified as a prohibited destination by any applicable laws or regulations.

Furthermore, Buyer hereby agrees to undertake and perform all “denied party screening” or similar obligations

imposed by or arising under applicable laws or regulations. Buyer agrees and acknowledges that, to the extent

applicable, these commodities, technology and/or software will be/were exported from the United States or other

country of origin in accordance with the United States Export Administration Regulations or other export regulations

applicable in the jurisdiction of origin. Any diversion contrary to U.S. or other applicable law is prohibited. Buyer

agrees to indemnify and hold harmless Pyramid from and against any and all claims, losses, expenses, suits,

damages, costs, penalties and/or fines, including, but not limited to, attorneys' fees, known or unknown, arising from

Buyer's acts or omissions under these Terms or any Order, including Buyer's breach of the terms set forth herein

18. GOVERNING LAW; JURISDICTION; VENUE; SEVERABILITY: These Terms will be governed by and construed in

accordance with the laws of the State of Michigan and the federal laws of the United States. The United Nations

Convention On Contracts For the International Sale Of Goods will not apply to these Terms or any Order. Any

action or claim arising out of or related these Terms or any Order may be brought only in the state courts of

Michigan sitting in Oakland County, Michigan or in the United States District Court for the Eastern District of

Michigan – Southern Division and Buyer irrevocably consents to the exclusive jurisdiction of, and venue in, such

courts. Notwithstanding the foregoing, Pyramid may apply to any court of competent jurisdiction for injunction,

restraining order, or other equitable relief. If any provision of these Terms is illegal or unenforceable, the

19. ASSIGNMENT: No rights or obligations under these Terms may be assigned by Buyer without the prior written

consent of Pyramid. Pyramid may freely assign its rights and obligations under these Terms or any Order.

20. REMEDIES CUMULATIVE: All remedies of Pyramid are cumulative. No pursuit by Pyramid of any particular

21. ENTIRE AGREEMENT: These Terms, together with any additional terms contained in an Order, embody the

entire agreement between the parties with regard to the subject matter hereof and thereof and supersede

all other prior agreements between the parties with regard to such subject matter. These Terms cannot

be modified, except in writing and signed by the party against whom enforcement is sought.