TERMS OF SERVICE SELLER

By submitting a purchase order or otherwise ordering products (“PO”) from 352 INNOVATION. The customer identified on the PO (“Customer”) agrees to be bound by these terms and conditions (“Terms”).

1. ACCEPTANCE OF ORDERS. All POs are subject to acceptance by 352 INNOVATION in writing. No terms and conditions of any letter, Customer purchase order, invoice or other document submitted by Customer in connection with a PO shall amend, add to, vary, or modify these Terms. No failure by 352 INNOVATION to object to such modified terms or conditions shall be deemed to be a waiver of this provision. 352 INNOVATION reserves the right to amend, modify or revise these Terms from time to time. The parties acknowledge and agree that the terms and conditions of any unexpired agreement executed by the parties, if any, shall apply to the supply of Products or Services (a “Supply Agreement”). To the extent of any conflict between these Terms and the terms and conditions of a Supply Agreement, such Supply Agreement shall prevail to the extent of such inconsistency, provided however that upon the expiration or termination of such Supply Agreement these Terms shall prevail.

2. PRODUCTS, PRICES AND CHANGES. The products covered by these Terms are those specifically identified in the PO, upon acceptance by 352 INNOVATION (“Products”). All prices are in US dollars unless otherwise indicated. 352 INNOVATION reserves the right to change the price for any of the Products from time to time on written notice to Customer. Upon receipt of a notice of a price increase, Customer has the right to cancel a PO or any portion thereof for Products affected by such price increase provided such Products have not been shipped. 352 INNOVATION may make changes to or discontinue Products at any time but shall provide Customer with notice if any such changes affect Products subject to a pre-existing and unfulfilled PO. In such event, 352 INNOVATION shall use reasonable efforts to substitute a Product acceptable to Customer, in Customer’s sole discretion, failing which either party may cancel all or any portion of a pre-existing and unfulfilled PO by giving written notice to the other party and neither party shall be liable to the other for any damages that may result from such cancellation.

3. INSPECTION. Customer shall have the right to inspect all packaged Products within FIVE (5) business days from the date of delivery. During the applicable inspection period, Customer shall have the right to notify 352 INNOVATION that it wishes to reject Product(s) that do not meet the product specifications previously agreed upon between the parties, failing which as contained in 352 INNOVATION’s documentation (the “Specifications”). The Product rejection process shall be as follows: (i) if Customer proposes to reject Product, then it agrees to immediately notify 352 INNOVATION, identifying the date of the shipment by 352 INNOVATION, the PO number and providing evidence that such Product does not meet the Specifications. 352 INNOVATION agrees to refund or credit Customer within ten (10) business days for such Product, or replace such Product, as determined by 352 INNOVATION in its sole discretion, all at 352 INNOVATION’S cost. Following the applicable abovementioned inspection period, Customer shall not be permitted to return any Product without 352 INNOVATION’s prior written consent.

4. OBLIGATIONS AND RESTRICTIONS. Customer shall: (i) use and dispose of Products only in accordance with applicable laws and regulations; (ii) conduct all safety testing of the Product and any products created using the Product; (iii) ensure that the Product may be manufactured, sold and/or used for Customer’s intended purpose; (iv) ensure that any modifications to the Product are safe for sale and use, including by retail customers (if being sold thereto); and (v) ensure the adequacy and safety of all packaging, labeling and warnings, safety devices, and instructions contained in, on or with any products created using the Product. Customer shall not resell, distribute, or supply Products to any person for secondary retail sale.

5. PAYMENT. Customer shall pay 352 INNOVATION the prices invoiced plus all taxes, duties, charges, or any other impost of a similar nature (“Taxes”). Customer shall also comply with all excise and other applicable taxes and shall accurately report its status with respect to same to 352 INNOVATION and applicable regulatory authorities at all times. Unless otherwise set out on the PO, all invoices shall be payable in full within thirty (30) days of the invoice date (and all excise taxes shall be payable within eight days) by electronic funds transfer, credit card or by check. Customer may not make deductions or offsets of any kind from payments due to 352 INNOVATION unless 352 INNOVATION has provided its prior written consent, which may be withheld in 352 INNOVATION’s sole discretion. If any invoiced amounts are not paid on the applicable due date, Customer shall be in arrears and such amounts shall bear interest, after the due date until paid in full, at a rate of 1.5% per month calculated and payable monthly (18% per year), with interest on overdue interest accruing at the same rate. In addition, 352 INNOVATION may, without waiving any other rights or remedies to which it may be entitled: (i) deduct or offset any unpaid amounts owing after the applicable due date against any payments owing from 352 INNOVATION to Customer; (ii) refuse to ship ordered Products; and/or (iii) seek collection from Customer of any unpaid amounts, including reasonable legal fees incurred and costs of collection.

7. FREIGHT. Unless otherwise set out in the PO, all prices are F.O.B. 352 INNOVATION’s facility or warehouse and shall be shipped at Customer’s expense, plus shipping and handling charges, by the carrier of 352 INNOVATION’s choice. All additional services requested by Customer shall be Customer’s sole responsibility, regardless of whether pricing is “delivered” (or any similar term). For international customers, if pricing is described as “delivered” (or any similar term), such pricing shall be D.A.P. the port closest to the Customer. Products shall be labelled in accordance with US country of origin laws. Customer is responsible for taxes, duties, and levies applicable in the destination country of the Product.

8. TITLE AND RISK OF LOSS. Title and risk of loss of, or damage to, Products shall pass to Customer at the time of delivery of Products to the carrier at 352 INNOVATION’s warehouse or facility as applicable. In the case of international customers receiving delivered pricing, such title and risk of loss or damage shall pass to Customer upon arrival at the destination port.

9. PARTIAL SHIPMENTS. 352 INNOVATION shall use reasonable efforts to meet the requested delivery dates for Products specified in the PO. 352 INNOVATION reserves the right to ship any PO in part, and such shipments may be invoiced separately. Delay in delivery of a PO or any part of a PO shall not relieve Customer of its payment obligations for the PO or the remaining part thereof.

10. LIMITED WARRANTIES. Subject to the Sections entitled LIMITATION OF LIABILITY, THIRD PARTY CLAIMS, and STORAGE, 352 To the maximum extent permitted by law, all other warranties, conditions, or representations not specifically included in these Terms, including without limitation those with respect to merchantability or fitness for any particular purpose, whether express, implied, statutory, or arising from a course of dealing or usage of the trade, are expressly excluded.

11. STORAGE. It is Customer’s responsibility to ensure that Products are safely stored in accordance with applicable law and to monitor the storage conditions.

12. WEIGHTS AND MEASUREMENTS. Customer acknowledges that 352 INNOVATION ships and bills in standard US weights and volumes. When conversions from other systems are required, 352 INNOVATION rounds to the nearest whole US shipping unit (e.g. gallon, case, drum or tote).

13. LIMITATION OF LIABILITY. Regardless of the basis on which Customer is entitled to claim damages (including fundamental breach, negligence, misrepresentation, or other contract or tort claim) from 352 INNOVATION, 352 INNOVATION is liable to Customer for no more than the amount of Customer’s actual direct damages, up to the actual purchase price of the Product in the PO that is the subject of the claim. This limitation of liability is cumulative and not per incident. Under no circumstances is 352 INNOVATION liable to Customer for any of the following, even if advised or informed of their possibility: (i) special, incidental, indirect, consequential or punitive damages; (ii) lost profits, business, revenue, goodwill, or anticipated savings; (iii) loss of, or damage to, any equipment; (iv) Customer’s negligence; (v) misuse or modification of Product after delivery; or (vi) the combination of Product(s) with other product(s) or item(s). Nothing contained herein shall restrict or limit Customer’s liability to 352 INNOVATION, and Customer shall contribute to any liability to the extent of the contributory and/or relative fault of Customer.

15._INDEMNITY. Customer indemnifies and holds harmless 352 INNOVATION for any and all claims, damages and losses arising from, or made by persons with respect to any breach of the Terms by Customer.

16. INSURANCE. Customer maintains, and agrees to continue to maintain, such policies of insurance as are appropriate for Customer’s business and the Products being purchased, in the amounts, and against the risks, as are customarily carried and insured against by owners of comparable businesses, properties and assets.

17. TERMINATION. If Customer: (i) breaches these Terms; or (ii) becomes insolvent, commits an act of bankruptcy, enters into any arrangement or composition with its creditors, goes or is put into liquidation or has a receiver appointed over any part of its business assets, then, in addition to and without prejudice to any other rights or remedies to which it may be entitled at law or in equity, 352 INNOVATION may terminate any unfulfilled PO and recover from Customer, at Customer’s expense, any Products not paid for as of the date of termination together with any Products on which 352 INNOVATION may have a purchase money security interest.

18. FORCE MAJEURE. Neither party shall be liable to the other party for non-performance or delay in performance of any of its obligation under this Agreement (other than Customer’s payment obligations for Product) due to causes reasonably beyond its control including, but not limited to: fire, flood, epidemic, natural disasters, strikes, lock-out, labor trouble, other industrial disturbances, lack of raw materials, unavoidable accidents, governmental regulations and/or changes in law, war, riots, terrorism, termination and insurrections. Upon the occurrence of a force majeure event, the affected party shall immediately notify the other party with as much detail as possible and shall promptly inform the other party of any further developments. Immediately after the cause is removed, the affected party shall perform such obligations with all due speed. Should any force majeure event continue for 30 days or more, either party may terminate this Agreement upon notice to the other party.

19. INTELLECTUAL PROPERTY. Customer acknowledges that as between the parties, all intellectual property used on, embodied in, or related to Products belong to and shall be the exclusive property of 352 INNOVATION, and Customer shall not make use of any such intellectual property without the express written authorization of 352 INNOVATION.

20. ASSIGNMENT. Customer shall not assign these Terms in whole or in part without the prior written consent of 352 INNOVATION and any assignment without such prior written consent shall be void. 352 INNOVATION may, by providing notice to Customer, assign these Terms to any person. Subject to the foregoing, these Terms shall ensure to the benefit of and be binding upon the parties and their respective successors and assigns.

21. GOVERNING LAW. These Terms shall be governed by and construed in accordance with the laws of the State of California and shall be treated in all respects as a contract executed in Mendocino County, California. Each party hereto irrevocably submits to the exclusive jurisdiction of the courts of such jurisdiction with respect to any matter arising hereunder or in relation to this Agreement and shall be the exclusive forum for all actions arising hereunder. The application of the United Nations Convention on Contracts for the International Sale of Goods is hereby expressly excluded.

22. ENTIRE AGREEMENT. These Terms and the Supply Agreement, if any, constitute the entire agreement between 352 INNOVATION and Customer with respect to Products and supersede all prior agreements, arrangements, understandings, negotiations, and discussions, whether oral or written, except for any non-disclosure and/or confidentiality agreements, which shall continue until they expire pursuant to their terms. No supplement, modification or waiver of these Terms shall be binding unless executed in writing by the parties. No waiver of any particular term, condition or breach of these Terms shall constitute a waiver thereof nor a waiver of a party’s right at any time thereafter to require strict compliance with all the terms and conditions of these Terms.

23. SURVIVAL. The parties’ rights and obligations which, by their nature, would continue beyond the termination, cancellation, or expiration of this Agreement, including but not limited to those rights and obligations of the parties set forth in the Sections entitled LIMITED WARRANTIES, LIMITATION OF LIABILITY, and INTELLECTUAL PROPERTY shall survive such termination, cancellation or expiration.

24. SEVERABILITY. If any one or more of the provisions contained in these Terms shall be declared invalid, illegal, or unenforceable in any respect under any applicable law, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired, and in such case, the parties hereto oblige themselves to reach the purpose of the invalid provision by a new, valid and legal stipulation.