1. Applicability. These terms and conditions of sale (these “Terms”) are the only terms that govern the sale of the Product (“Product”) by the Seller to Buyer (together, the “Parties”). The accompanying purchase order (“Purchase Order”) and these Terms (collectively, this “Agreement”) comprise the entire agreement between the Parties and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral.

2. Change in Design. Seller may, in its sole discretion, improve or modify the final Product specifications, design, slicing, print orientation, product size, mortar mix design, and print parameters to achieve the intended design, engineering, logistics, and installation considerations. Seller will use reasonable efforts to inform Buyer in advance of any such changes. As part of this agreement, the Buyer has agreed upon hours of design time outlined in the Purchase Order, after which Buyer will pay a rate of $285 per hour.

3. Delivery and Shipping. The Product will be delivered within a reasonable time after the receipt of the executed Sales Order. Unless otherwise agreed in writing by the parties, Seller shall deliver the Product FOB to Buyer’s Location (the “Delivery Point”) using Seller’s standard methods for packaging and shipping such Product. Buyer shall be responsible for all loading costs and provide equipment and labor. Title and risk of loss pass to the Buyer upon delivery of the Product at the Delivery Point. Seller shall not be liable for any delays, loss, or damage in transit. Buyer shall take delivery of the Product within 2 days of delivery.

4. Inspection and Rejection of Nonconforming Product. Buyer shall inspect the Product upon receipt. Buyer will be deemed to have accepted the Product unless it notifies Seller in writing of any nonconforming Product within 5 days. Seller shall, in its sole discretion, (i) replace such nonconforming Product with conforming Product, or (ii) credit or refund the Price for such nonconforming Product, together with any reasonable shipping and handling expenses incurred by Buyer in connection therewith. If Seller replaces the nonconforming Product, the delivery and shipping terms contained herein apply.

5. Price. Buyer shall purchase the Product from Seller at the prices (“Price”) set forth in this Proposal and Sales Order. All Prices are exclusive of all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind that may be imposed by any Governmental Authority.

6. Changes in the Product. A written change order for any requested changes to the Product, the scope of which is set forth in this Agreement, will be issued in writing and signed by the Parties.

7. Payment Terms. Buyer shall pay the Price in two equal installments set forth as follows:

-50% upon acceptance of the Sales Order

-50% at product delivery

-3.1% CC fee

8. Limited Product Warranty. Seller warrants to Buyer that, for a period of three (3) years from the date of shipment of the Product, such Product will be free from material defects in material and workmanship. EXCEPT FOR THE WARRANTY SET FORTH HEREIN, SELLER MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE PRODUCT, INCLUDING ANY (A) WARRANTY OF MERCHANTABILITY; (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (D) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.

9. Seller’s Intellectual Property. Seller shall retain all rights, title, and ownership to any of Seller’s existing or created intellectual property that is incorporated into any of the Products that are prepared under this Agreement.

10. Dispute Resolution. Any disputes arising under this Letter Agreement shall be resolved by binding arbitration conducted in the county of Salt Lake, Utah, according to the procedures set forth by the American Arbitration Association.

11. Governing Law and Jurisdiction. All questions arising with respect to the provisions of this Agreement shall be determined by application of the laws of the State of Utah, without giving any effect to any conflict of law provisions thereof. Any action or proceeding by either party to enforce this Agreement shall be brought only in any state or federal court located in Salt Lake County, Utah. The parties hereby irrevocably submit to the exclusive jurisdiction of such courts and waive the defense of inconvenient forum to the maintenance of any such action or proceeding in such venue.

12. Limitation of Liability. IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE. IN NO EVENT SHALL SELLER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO SELLER FOR THE PRODUCT SOLD HEREUNDER.

13. Compliance with Law. Buyer shall comply with all applicable laws, regulations, and ordinances. Buyer shall maintain in effect all the licenses, permissions, authorizations, consents, and permits that it needs to carry out its obligations under this Agreement.

14. Termination. In addition to any remedies that may be provided under these Terms, Seller may terminate this Agreement with immediate effect upon written notice to Buyer, if Buyer has not otherwise performed or complied with any of these Terms, in whole or in part.

15. Force Majeure. No party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations of Buyer to make payments to Seller hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party’s control, including,

(a) acts of God;

(b) flood, fire, earthquake, or explosion;

(c) government order, law, or actions; or

(d) strikes, labor stoppages or slowdowns, or other industrial disturbances.