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Terms & Conditions

 
ZEPTIVE TERMS & CONDITIONS

 

Contained herein are the Terms & Conditions for all products designed, manufactured, and/or sold (hereinafter “Product”) by Zeptive, Inc. (hereinafter “Seller”), which is binding on the purchaser of said Product (hereinafter “Buyer”) as set forth below.


1. Acceptance. All sales are subject to and expressly conditioned upon the terms and conditions contained herein and upon
Buyer’s assent thereto, which is effective upon the order of the Product. These Terms and Conditions shall also apply to and
govern any free trial and/or demo of a Product ("Demo Product") The email confirmation sent by Zeptive following the order
and acceptance of the Terms shall constitute the agreement under these Terms to fulfill Buyer’s needs. No variation of these
Terms & Conditions will be binding upon Seller unless agreed to in writing and signed by an officer or other authorized
representative of Seller.


2. Changes to Orders. Orders may be changed or amended only by written agreement signed by both Buyer and Seller, setting
forth the particular changes to be made and the effect, if any, of such changes on the price and time of delivery.

 

a) Cancellation and Returns. Buyer may not cancel its order unless such cancellation is expressly agreed to in writing by
Seller. In such event, Seller will advise Buyer of the total charge for such cancellation, and Buyer agrees to pay such
charges, including, but not limited to, storage and shipment costs, costs of producing non-standard materials, costs of
purchasing non-returnable materials, cancellation costs imposed on Seller by its suppliers, and any other cost resulting
from cancellation of this order by Buyer which is permitted by Seller. Certification of such costs by Seller’s independent
public accountants shall be conclusive and binding on the parties hereto. Product may be returned for credit or exchange
within 30 days of delivery by the carrier in strict compliance with Seller’s return shipment instructions. Returns items must
be in like new condition (as determined by Seller, in Seller’s sole and reasonable discretion) and will be inspected upon
receipt. Any returned item(s) will be subject to a twenty percent (20%) processing fee. If the devices are damaged,
additional processing fees will apply commensurate with the degree of applicable damage.


b) Demo Product. To the extent that Seller allows Buyer to test any Demo Product free of charge for a trial period. Trial
period will extend for no more than 45 days after Demo Product ship date except with Seller's written permission. At the
conclusion of the trial period, Seller will return the device, alternatively Buyer may purchase device from Zeptive. Seller
may terminate Buyer's use of such Demo Product and require its immediate return to Seller for any reason at any time. If
Demo Product is not returned within 10 days of trial completion, then the Seller will invoice the Buyer for the Demo
Product. Seller will pay for all shipping charges except in the event that the Demo Product is not returned within the
designated time period. If any Demo Product has been tampered with, vandalized, or otherwise damaged in any manner,
through the actions of any person (adult or minor), Buyer shall be liable to Seller and shall be immediately charged a
damage fee equal to fifty (50%) percent of the then-current list price of a new Demo Product Device. At the sole discretion
of Seller, Buyer may be required to provide an advance Demo Product deposit equal to fifty (50%) percent of the then-
current list price of a new Demo Product device.


3. Delivery. All sales are free on board (FOB) at Seller’s shipping point, unless otherwise noted. Delivery of the goods to the
carrier at Seller’s shipping point shall constitute delivery to Buyer, and Buyer shall bear all risk of loss. Seller reserves the right,
in its discretion, to determine the exact method of shipment. Seller reserves the right to make delivery in installments, all such
installments to be separately invoiced and paid for when due per invoice, without regard to subsequent deliveries. Any delay
in delivery of any Product shall not relieve Buyer of Buyer’s obligations to accept remaining deliveries. Immediately upon
Buyer’s receipt of any goods shipped hereunder, Buyer shall inspect the same and shall notify Seller in writing of any claims
for shortages, defects, or damages, and shall hold the goods for Seller’s written instructions concerning disposition. If Buyer
fails to so notify Seller within five (5) days after the goods have been received by Buyer, such goods shall conclusively be
deemed to conform to the terms and conditions hereof and to have been irrevocably accepted by Buyer. Seller shall not be
liable for any loss, damage or penalty as a result of any delay in or failure to manufacture, deliver or otherwise perform
hereunder due to any cause beyond Seller’s reasonable control, including, without limitation, unsuccessful reactions, act of
Buyer, embargo or other governmental act, regulation or request affecting the conduct of Seller’s business, fire, explosion,
accident, theft, vandalism, riot, acts of war, strikes or other labor difficulties, lightning, flood, windstorm or other acts of God,
pandemic-induced issues, delay in transportation, or inability to obtain necessary labor, fuel, materials, supplies or power at
current prices.


4. Allocation of Goods. If Seller is unable for any reason to supply the total demands for goods specified in Buyer’s order, Seller
may allocate its available supply among any or all Buyers on such basis as Seller may deem fair and practical, without liability
for any failure of performance which may result therefrom.


5. Payment. Payment is due in advance unless other terms issued and agreed upon by Zeptive, Inc. Accepted forms of payment
include Credit Card, ACH, U.S. Dollar (USD) Wire Transfer, and Checks. In the event of a wire transfer, customer is
responsible for duties, taxes and any origination bank fees or other fees incurred. For US government, state, or municipal
entities, the terms of sale are net fifteen (15) days as of the date of invoice, unless otherwise stated. With regard to
international commercial terms, Ex Works rules apply, with the specified place of pickup as Andover, Massachusetts, United
States. ALL PRICES IN USD. Additionally, If the financial condition of Buyer results in the insecurity of Seller, in its sole and
unfettered discretion, as to the ultimate collectability of the purchase price, Seller may, without notice to Buyer, delay or
postpone the delivery of the products; in the event that this occurs, Seller, at its option, may change the terms of payment to
payment in full or in part in advance of shipment of the entire undelivered balance of said products. In the event of default by
Buyer in the payment of the purchase price or otherwise, of this or any other order, Seller, at its option, without prejudice to any other of Seller’s lawful remedies, may defer delivery, cancel any agreement that may be in place, or sell any undelivered
products on hand for the account of Buyer and apply such proceeds as a credit, without set-off or deduction of any kind,
against the contract purchase price, and Buyer agrees to pay the balance then due to Seller on demand. Buyer agrees to pay
all costs, including, but not limited to, reasonable attorney and accounting fees and other expenses of collection resulting from
any default by Buyer in any of the terms hereof. Prices for Zeptive Products and other products and services offered via the
Services may change at any time, and the Services do not provide price protection or refunds in the event of a price reduction
or promotional offering.


6. Subscriptions. Some parts of the Service are billed on a subscription basis (“Subscription(s)”), which will be billed in advance
on a recurring and periodic basis (“Billing Cycle”). Billing cycles are set either on a monthly or annual basis, depending on the
type of subscription plan selected. At the end of each Billing Cycle, the Subscription will automatically renew under the exact
same conditions unless canceled by Buyer or Zeptive, which may be done through the online account management page or by
contacting Zeptive directly. By submitting the payment information, Buyer automatically authorizes Zeptive to charge all
Subscription fees incurred through your account to any such payment instruments. Should automatic billing fail to occur for
any reason, an electronic invoice will be sent indicating that you must proceed manually, within a certain deadline date, with
the full payment corresponding to the billing period as indicated on the invoice. In the event Buyer fails to pay in full, Zeptive
may terminate the Subscription(s) at its discretion. Zeptive, in its sole discretion and at any time, may modify the Subscription
fees for the Subscriptions. Any Subscription fee change will become effective at the end of the then-current Billing Cycle.
Zeptive will provide a reasonable prior notice of any change in Subscription fees. The continued use of the Service after the
Subscription fee change comes into effect constitutes your agreement to pay the modified Subscription fee amount.

 

7. Pricing, Taxes & Other Charges. Prices shown are in United States Dollars (US$) and are subject to change. Buyer shall
contact Seller for current prices if this information is required prior to placing an order. Written quotations are guaranteed for
sixty (60) days. Any use tax, sales tax, excise tax, duty, custom, inspection or testing fee, or any other tax, fee or charge of
any nature whatsoever imposed by any governmental authority, on or measured by the transaction between Seller and Buyer,
shall be paid by Buyer in addition to the prices quoted or invoiced. In the event Seller is required to pay any such tax, fee or
charge, Buyer shall reimburse Seller or, in lieu of such payment, Buyer shall provide Seller, at the time the order is submitted,
an exemption certificate or other document acceptable to the authority imposing the tax, fee, or charge.


8. Seller’s Warranties. Seller warrants that for twelve (12) months after shipment that the system hardware shall work as
intended. In the event that an issue occurs within the warranty period, Zeptive shall replace the defective device(s) or
sensor(s) at no cost to Buyer. If there is an issue with the Product, Seller will repair or replace the unit upon receipt of the
defective unit. All claims must be brought within one (1) year of shipment, regardless of their nature, unless the claim is
regarding an express warranty outlined in this Section. THE FOREGOING WARRANTY IS EXCLUSIVE, AND SELLER
DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF
MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. SELLER SHALL NOT IN ANY EVENT BE LIABLE
FOR INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES OF ANY KIND RESULTING FROM ANY USE OR FAILURE
OF THE PRODUCTS, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE INCLUDING,
WITHOUT LIMITATION, LIABILITY FOR LOSS OF USE, LOSS OF WORK IN PROGRESS, DOWN TIME, LOSS OF
REVENUE OR PROFITS, FAILURE TO REALIZE SAVINGS, LOSS OF PRODUCTS OF BUYER OR OTHER USE OR ANY
LIABILITY OF BUYER TO A THIRD PARTY ON ACCOUNT OF SUCH LOSS, OR FOR ANY LABOR OR ANY OTHER
EXPENSE, DAMAGE OR LOSS OCCASIONED BY SUCH PRODUCT INCLUDING PERSONAL INJURY OR PROPERTY
DAMAGE UNLESS SUCH PERSONAL INJURY OR PROPERTY DAMAGE IS CAUSED BY SELLER’S GROSS
NEGLIGENCE. SELLER'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING UNDER THESE TERMS AND
CONDITIONS SHALL NOT EXCEED THE TOTAL AMOUNTS ACTUALLY PAID BY BUYER TO SELLER FOR PRODUCTS
GIVING RISE TO THE CLAIMS IN QUESTION.


9. Exceptions to Express Warranty. Seller’s warranties made in connection with this sale shall not be effective if Seller has
determined, in its sole discretion, that Buyer has misused the products in any manner, has failed to use the products in
accordance with industry standards and practices, or has failed to use the products in accordance with the operation
guidelines furnished by Seller. Seller does not warrant that the use or sale of the Products delivered will not infringe the claims
of any United States or other patents covering the product itself, or the use thereof in combination with other products, or in the
operation of any process. Seller does not warrant anything in regard to the tertiary components within the Device, such as the
battery, particularly with respect to the lifespan. If the Device is vandalized in any manner, through the actions of a person,
whether an adult or minor, Seller disclaims all liability for the damage, any resulting defects, or the cost of a replacement
Device. In the event that a product or service of a vendor, which operates a cloud-based or other electronic service, fails to the
point that it affects the operation of Zeptive devices, Seller disclaims all warranty Furthermore, the failure of a third-party shall
not be deemed to render the Device defective or otherwise inoperable. Buyer expressly acknowledges and agrees that (i) any
Demo Products, and any Buyer use thereof is provided "as is" and without representation or warranty of any kind or nature;
and (ii) Buyer's use of any Demo Products is at Buyer's own sole risk and Seller shall have no liability to Buyer for any claims
arising therefrom. Seller does not convey any rights regarding license under its patent or any other rights related to intellectual
property.


10. Medical Disclaimer. The Device, systems, and other Zeptive products do not diagnose a person with any disease or ailment,
nor are they guaranteed to find all vaping and/or drug use. Zeptive is not preventing addiction, drug use, vaping, illness, death,
and in the event any of this occurs, Zeptive is not liable for any resulting damage. Furthermore, Zeptive does not endorse,
warrant, or guarantee the effectiveness of any recommendations, courses of action, resources, referrals, data, results,

healthcare providers, Addiction Specialists, procedures, products or other information that may be available, directly or
indirectly. You understand and agree that Zeptive does not provide medical or drug addiction related services, diagnosis,
treatment or advice. You understand and agree that the Zeptive vape detector or air quality monitor is not a diagnostic test and
that the results must be considered in the context of broader medical and/or addiction management by a healthcare provider
or other appropriately-licensed party. You should not make any medical decisions on the basis of the Results alone without
first consulting a healthcare provider or other appropriate licensed party. Nothing contained in the Zeptive detector or made
available through the Website, Platform, or Services is intended to constitute the practice of medicine or the provision of
medical care or to otherwise create a patient-medical provider relationship between Zeptive and you or between Zeptive and
the Subject. Your reliance on any information provided by Zeptive, its Partners, and their respective employees, agents or
representatives, or otherwise appearing on our Website or Platform, is solely at your own risk.


11. Buyer’s Warranties and Obligations. Buyer expressly represents and warrants to Seller that Buyer will properly test and use
the Products in accordance with the practices of a reasonable person and in strict compliance with all applicable laws and
regulations, now and hereinafter enacted. Buyer agrees to comply with instructions, if any, furnished by Seller relating to the
use of the products and not misuse the products in any manner. Buyer represents and warrants that it shall use all products
ordered herein in accordance with these Terms and Conditions and that any such use of Products will not violate any law or
regulation. Buyer agrees to indemnify and hold harmless Seller, its employees, agents, successors, officers, and assigns, from
and against any suits, losses, claims, demands, liabilities, costs and expenses (including attorney and accounting fees) that
Seller may sustain or incur as a result of any claim against Seller based upon negligence, breach of warranty, strict liability in
tort, contract, or any other theory of law brought by Buyer, its officers, agents, employees, successors or assigns, by Buyer’s
customers, by end users, by auxiliary personnel (such as freight handlers, etc.) or by other third parties, arising out of, directly
or indirectly, the use of Seller’s products, or by reason of Buyer’s failure to perform its obligations contained herein. Buyer shall
notify Seller in writing within fifteen (15) days of Buyer’s receipt of knowledge of any accident or incident involving Seller’s
products that results in personal injury or damage to property. Buyer shall fully cooperate with Seller in the investigation and
determination of the cause of such accident and shall make available to Seller all statements, reports, and tests made by
Buyer, or made available to Buyer by others. The furnishing of such information to Seller and any investigation by Seller of
such information or incident report shall not in any way constitute an assumption of any liability for such accident or incident by
Seller. Buyer grants to Zeptive the sole, exclusive, unlimited, transferable license–with right to grant sublicenses–to the data
collected from the products of Zeptive, so that it may use such data for research and development purposes; provided,
however, that the terms of any sublicense shall expressly conform to the terms and conditions of this Agreement. Buyer
acknowledges that none of the data collected or used will constitute Personally Identifying Information, and with regard to
Zeptive's use of such information, the Privacy Policy can be found at www.zeptive.com/privacy. Buyer agrees to enter into
discussions with Zeptive regarding the use of its name, and the fact that it is a customer, within various marketing materials.
The mutual agreement for this use, if any, shall be set forth in another writing signed by both Parties.


12. Compliance with Laws & Regulations. Seller certifies that to the best of its knowledge, its products are produced in compliance
with applicable requirements of the Fair Labor Standards Act, as amended, and the Occupational Safety and Health Standards
Act of 1970 and regulations, rules and orders issued pursuant thereto. Buyer will comply in all material respects with
applicable laws, rules, regulations, orders and industry standards, (including those with respect to privacy and data protection)
relating to the use of Zeptive products, technology or software.


13. Buyer’s Use. The Products of Zeptive are intended for use as monitors for vaporizer aerosols, and air quality. It contains
lithium-ion battery cells to power the device. Typical applications include: monitoring indoor places where people may be using
vapes or other smoking products, as well as observing the overall air quality and ventilation of rooms. The systems of the
Product must be setup, installed and operated according to the installation instructions and used within the intended use and
configuration(s).


a) Export Control. Buyer acknowledges that Zeptive is subject to regulation by Agencies of the United States Government,
including the U.S. Department of Commerce, which prohibits export or diversion of certain products, technology and
software to certain Countries. Any and all obligations of Zeptive made hereunder to provide products, technology,
software and technical assistance, will be subject in all respects to such United States laws and Regulations, including the
Export Administration Act of 1979, as amended and the Export Administration Regulations issued by the U.S. Department
of Commerce. Buyer warrants that it will comply in all respects with the export and re-export restrictions placed on
Zeptive products, technology and software by the United States Government; and to specifically not export or re-export
such products, technology and software into any Country embargoed by the United States; to anyone on the U.S.
Treasury Department’s List of Specially Designated Nationals or the U.S. Department of Commerce Denied Parties List or
Entity List or any other restricted party list established by the U. S. Government. Buyer agrees that Buyer will not use
Zeptive products, technology and software for any purposes prohibited by United State law, including, without limitation,
the development, design, production, manufacture or use of nuclear, chemical or biological weapons or missile activities.
Buyer will take all actions which may be reasonably necessary to assure no end-user contravenes such United States
laws and Regulations.


b) Anti-Bribery. Buyer will not directly or indirectly, offer to pay, or authorize such offer or payment, of any money or anything
of value to improperly or corruptly seek to influence any Government Official (as defined below) or otherwise violate
applicable anti-corruption legislation, including all applicable laws, statutes and regulations relating to anti-bribery and
anti-corruption including but not limited to the United States Foreign Corrupt Practices Act and the United Kingdom Bribery Act

(Bribery Act 2010), in connection with any Zeptive product, technology or software obtained by Buyer pursuant to this Agreement.

For purposes of this Agreement, a “Government Official” is broadly defined as and includes: (i) any elected or appointed

government official; (ii) any employee or person acting for or on behalf of a government official, agency, or enterprise

performing a governmental function; (iii) any political party officer, employee, or person acting for or on behalf of a political

party or candidate for public office; (iv) an employee or person acting for or on behalf of a public international organization;

or (v) any person otherwise categorized as a government official under local law; where “government” is meant to include

all levels and subdivisions of non-United States governments (e.g. local, regional or national and administrative,

legislative or executive).


14. Limitation of Product. Seller’s products are not designed, intended, or authorized for use as health products, or for any
application in which the failure of Seller’s product could create a situation where personal injury or death may occur, and are
not to be used for any other purposes, including but not limited to, in foods, drugs, medical devices or cosmetics for humans or
animals. Buyer acknowledges that the products have not been tested by Seller for safety and efficacy in food, drug, medical
device, cosmetic, commercial, or any other use. No products purchased from Seller shall, unless otherwise stated, be
considered to be foods, drugs, medical devices or cosmetics. Should Buyer purchase or use Seller’s products for any such
unintended or unauthorized application, Buyer shall indemnify and hold Seller and its officers, employees, subsidiaries,
affiliates, and distributors harmless against all claims, costs, damages, and expenses, and reasonable attorney fees arising
out of, directly or indirectly, any claim of personal injury or death associated with such unintended or unauthorized use, even if
claim alleges that Seller was negligent regarding the design or manufacture of the part. In the case of a defect in the product,
Seller shall not be liable for any damages which may result, including, but not limited to, loss of revenue, property, or life. In
any event, Seller’s liability shall be limited to replacement of the defective unit.


15. Changes by Seller. Seller reserves the right to make changes, without further notice, to any product, software including but not
limited to the firmware, app, web console, datasheet, technical data bulletin, or website. Seller makes no warranty,
representation, nor guarantee regarding the suitability of its product for any particular purpose, nor does Seller assume any
liability arising out of the application or use of any product and specifically disclaims any and all liability, including without
limitation, consequential or incidental damages.


16. Technical Assistance. At Buyer’s request, Seller may, at Seller’s discretion, furnish technical assistance and information with
respect to Seller’s products. In the event of such technical assistance, Seller makes no warranties of any kind or nature,
express or implied, including any implied warranty of merchantability or fitness for a particular purpose with respect to
technical assistance or information provided by Seller or Seller’s personnel. Any suggestions by Seller regarding the use,
selection, application, or suitability of the Product shall not be construed as an express warranty unless specifically designated
as such in writing, which is signed by an officer or other authorized representative of Seller.


17. Miscellaneous. Seller’s failure to strictly enforce any term or condition of this order, or to exercise any right arising hereunder,
shall not constitute a waiver of Seller’s right to strictly enforce such terms or conditions or to exercise such right thereafter. All
rights and remedies under this order are cumulative and are in addition to any other rights and remedies Seller may have at
law or in equity. Any waiver of a default by Buyer hereunder shall be in writing and shall not operate as a waiver of any other
default or of the same default thereafter. If any provision of this Agreement shall be held to be invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby. The paragraph
headings herein are for convenience only; they form no part of the terms and conditions and shall not affect their interpretation.
This Agreement shall be binding upon inure to the benefit of, and be enforceable by, the parties hereto, and their respective
heirs, personal representatives, successors and assigns. All disputes as to the legality, interpretation, application, or
performance of this order, or any of its terms and conditions, shall be governed by the laws of the Commonwealth of
Massachusetts, exclusive of its conflict of laws and conflict of law principles. All parties consent to the jurisdiction of the
Massachusetts courts, in addition to agreeing that the venue is proper within the county of Essex, Massachusetts. No sale
pursuant the Terms hereunder shall be superseded by local ordinance.

Zeptive Terms and Conditions, April 2024

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