1. Introduction These terms and conditions ("Terms") govern the business relationship between Exera bv, a company registered in Utrecht, The Netherlands ("Exera," "we," "us," or "our"), and any business entity ("Customer," "you," or "your") purchasing products or services from Exera. These Terms apply to all sales of Exera products and services. By placing an order with Exera, you agree to be bound by these Terms. 2. Definitions

• Customer: any business entity purchasing Exera products or services for commercial purposes. Exera only accepts purchases from business entities (business-to-business (B2B) sales).
• Intellectual Property: all patents, trademarks, copyrights, trade secrets, know-how and other intellectual property rights.
• Products: any tangible or intangible goods offered for sale by Exera, including but not limited to hardware, software and associated services.
• Product Documentation: all user manuals, technical specifications and other documentation provided by Exera related to a specific product.
• Services: any services offered for sale by Exera, including but not limited to support, maintenance, consulting and training.
• Order: a purchase order or other written or electronic communication from Customer to Exera requesting the purchase of Exera products or services.
• Order Confirmation: a written or electronic acknowledgment issued by Exera to the Customer confirming the acceptance of an Order. The Order Confirmation details the Products or Services ordered, quantities, pricing, payment terms, delivery method and other relevant terms of the agreement.
• Confidential Information: any non-public information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party") that is designated as confidential or that, under the circumstances surrounding disclosure, ought to be treated as confidential. Confidential Information includes, but is not limited to, trade secrets, know-how, business plans, financial information, customer lists, and technical data. With respect to Exera, Confidential Information also includes its Products, Product Documentation and any other non-public information related to Exera's technology.
• Dispute: any dispute, controversy or claim arising out of or relating to these Terms, or the breach, termination, or invalidity thereof.

3. Ordering and acceptance

1. Ordering process: customers may place orders for Exera products and services by contacting Exera through the designated channels as indicated on the Exera website or in product-specific documentation.
2. Order confirmation and payment obligation: Exera will review each order and, if accepted, issue a written or electronic Order Confirmation. This Order Confirmation signifies a binding agreement, and the Customer is obligated to pay as specified in the Order Confirmation and/or the invoice. If the payment due date on the invoice differs from the payment terms in the Order Confirmation or these Terms, the payment due date specified on the invoice shall take precedence.
3. Order acceptance: an Order is deemed accepted by Exera only upon issuance of the Order Confirmation. Exera reserves the right to reject any Order in its sole discretion.
4. Customization: requests for customization of products should be communicated to Exera during the ordering process. Exera will work with the Customer to determine the feasibility and pricing of such customizations.
5. Minimum order quantity: Exera may impose a minimum order quantity for certain products, which will be communicated to the Customer during the ordering process or indicated in the Product Documentation.

4. Pricing and payment

1. Pricing: prices for Exera products and services are as set forth in Exera's then-current price list or as otherwise agreed upon in writing between Exera and the Customer. Exera reserves the right to modify its prices upon reasonable prior notice to the Customer. Such notice will be provided in writing, which may include e-mail, and will specify the effective date of the price change. If price changes occur after an Order Confirmation has been issued, the prices stated in the Order Confirmation will apply to that specific order. Prices are exclusive of all applicable taxes, duties and shipping charges unless otherwise agreed upon in the Order Confirmation.
2. Payment terms: unless otherwise agreed upon in the Order Confirmation, payment terms are 5%/10 Net 30, meaning a 5% discount is offered if payment is made within 10 calendar days of the invoice date, with the full balance due within 30 calender days of the invoice date. Exera reserves the right to modify payment terms upon notice to the Customer. Exera may also offer other payment terms. Any payment term is valid, as long as it is explicitly confirmed by Exera in the Order Confirmation.
3. Taxes and duties: the Customer is responsible for all applicable sales, use, value-added and other taxes and duties associated with the purchase of Exera products and services unless otherwise agreed upon in the Order Confirmation. Exera may include applicable taxes and duties in the total price stated in the Order Confirmation, in which case Exera will be responsible for remitting such taxes and duties to the appropriate authorities.
4. Late payment: any amounts not paid when due shall accrue interest at a rate of 1.5% per month or the maximum rate permitted by Dutch law, whichever is lower. Customer shall be responsible for all costs of collection incurred by Exera in connection with any late payments, including reasonable attorneys' fees.

5. Shipping and delivery

1. Delivery method: Exera will ship products to the Customer using a reputable carrier of Exera's choice. Unless otherwise specified in the Order Confirmation, all shipments will be Delivered Duty Paid (DDP) Incoterms 2020 to the Customer's designated delivery address. This means that Exera is responsible for all costs and risks associated with transporting the goods to the named place of destination. Exera is also responsible for clearing the goods for import, paying any applicable duties and taxes and completing all customs formalities. This includes transportation costs, import duties, taxes, and any other charges payable upon importation in the country of destination.
2. Risk of loss: the risk of loss or damage to products shall pass to the Customer upon delivery to the Customer's designated delivery address, in accordance with DDP Incoterms 2020.
3. Delivery dates: Exera will use commercially reasonable efforts to meet the delivery dates specified in the Order Confirmation. However, delivery dates are estimates only and Exera shall not be liable for any delays in delivery.

6. Acceptance The customer has a period of 14 calendar days after delivery to inspect the products for any damage or defects. Acceptance of the goods is assumed unless the customer notifies Exera in writing of any non-conformity within this period. 7. License and ownership

1. Ownership: unless otherwise stated in the Order Confirmation, Exera retains all right, title and interest in and to the Products and all Intellectual Property rights therein. The Customer acknowledges that it may be acquiring only a license to use the Products and does not acquire any ownership rights, unless explicitly stated otherwise.
2. Unless otherwise specified in the Order Confirmation, Exera retains all Intellectual Property in its products. The customer may be granted a license to use the products as specified in these Terms or in the Order Confirmation, but no ownership of Intellectual Property is transferred unless explicitly stated.
3. License grant: unless specified otherwise in the Order Confirmation, upon full payment, Exera grants the customer a non-exclusive, non-transferable license to use the product as outlined in the accompanying Product Documentation.
4. Restrictions: unless specified otherwise in the Order Confirmation, the customer shall not:
   1. Sublicense, rent, lease or otherwise transfer the products to any third party;
   2. Reverse engineer, decompile, disassemble or otherwise attempt to derive the source code of any software included in the products, except to the limited extent permitted by applicable law;
   3. Modify or create derivative works of the products;
   4. Use the products in violation of any applicable laws or regulations, and
   5. Remove or alter any copyright, trademark or other proprietary notices on the products.
5. No implied licenses: except for the rights expressly granted in this agreement, no other licenses or rights are granted, either expressly or by implication.

8. Warranty

1. Limited warranty: Exera warrants that for a warranty period specified in the Order Confirmation, its products will be free from defects in materials and workmanship under normal use. If no warranty period is specified in the Order Confirmation, the default warranty period shall be 1 calender year from the date of delivery. This warranty is only extended to the original purchaser of the product and is not transferable.
2. Remedy: if a defect arises during the warranty period, Exera will, at its option and as allowed by Dutch law, either
   1. Repair the defective product;
   2. Replace the defective product with a new or refurbished product, or
   3. Refund the purchase price of the defective product, deducting a reasonable amount for use if applicable under Dutch law.
3. Exclusions: this warranty does not cover:
   1. Damage caused by accident, misuse, abuse, neglect, or unauthorized modification;
   2. Damage caused by improper installation or maintenance;
   3. Damage caused by use of the product outside of its intended purpose or specifications;
   4. Normal wear and tear;
   5. Consumable parts, such as batteries, unless damage has occurred due to a defect in materials or workmanship, or
   6. Products that have been resold by an unauthorized reseller.
4. Disclaimer: EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, EXERA MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO ITS PRODUCTS OR ANY SERVICES PROVIDED BY EXERA, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. EXERA DOES NOT WARRANT THAT ITS PRODUCTS WILL BE ERROR-FREE OR UNINTERRUPTED.

9. Limitation of liability

1. Exclusion of consequential damages: IN NO EVENT SHALL EXERA BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS OR THE USE OF OR INABILITY TO USE EXERA'S PRODUCTS OR SERVICES, EVEN IF EXERA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION, INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY AND OTHER TORTS.
2. Cap on liability: EXERA'S TOTAL LIABILITY TO THE CUSTOMER FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE USE OF OR INABILITY TO USE EXERA'S PRODUCTS OR SERVICES SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY THE CUSTOMER TO EXERA FOR THE SPECIFIC PRODUCT OR SERVICE GIVING RISE TO THE CLAIM IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
3. Essential purpose: the limitations of liability set forth in this section shall apply even if any limited remedy specified in these Terms fails of its essential purpose.

10. Confidentiality

1. Non-use and non-disclosure: the Confidential Information Receiving Party agrees to:
   1. Protect the Confidential Information of the Disclosing Party with the same degree of care that it uses to protect its own confidential information, but in no event less than a reasonable degree of care;
   2. Not use the Disclosing Party's Confidential Information for any purpose other than to perform its obligations or exercise its rights under these Terms; and
   3. Not disclose the Disclosing Party's Confidential Information to any third party except to its employees, contractors and agents who have a need to know such information for the purpose of performing these Terms and who are bound by confidentiality obligations at least as restrictive as those set forth herein.
2. Exceptions: the obligations of confidentiality set forth in this section shall not apply to information that:
   1. Is or becomes publicly known through no fault of the Receiving Party;
   2. Was rightfully known to the Receiving Party prior to its disclosure by the Disclosing Party;
   3. Is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or
   4. Is rightfully received by the Receiving Party from a third party without restriction on disclosure.
3. Compelled disclosure: the Receiving Party may disclose Confidential Information of the Disclosing Party if compelled to do so by law or legal process, provided that the Receiving Party gives the Disclosing Party prompt notice of such requirement (to the extent legally permitted) and cooperates with the Disclosing Party in seeking a protective order or other appropriate remedy.

11. Governing law and dispute resolution

1. Governing law: these Terms shall be governed by and construed in accordance with the laws of the Netherlands, without regard to its conflict of laws principles.
2. Dispute resolution:
   1. Amicable resolution: in the event of a Dispute, the parties agree to first attempt to resolve the Dispute amicably through good faith negotiations. Either party may initiate such negotiations by providing written notice to the other party describing the nature of the Dispute and setting forth a proposed resolution. The parties shall then have a period of 30 calendar days from the date of such notice to meet (either in person or via video conference) and attempt to resolve the Dispute.
   2. Mediation: if the Dispute is not resolved through good faith negotiations within the 30 calendar day amicable resolution period, the parties agree to submit the Dispute to mediation administered by a mutually agreed upon mediator based in the Netherlands. The costs of the mediation shall be shared equally by the parties unless otherwise agreed.
   3. Litigation: if the Dispute is not resolved through mediation within 60 calendar days after the appointment of the mediator, or if the parties cannot agree on a mediator within 30 calendar days of initiating the mediation, either party may submit the Dispute to the exclusive jurisdiction of the Netherlands Commercial Court (NCC) in Amsterdam. Both parties hereby consent to the personal jurisdiction of the NCC and waive any objection to such venue.

12. Force majeure Neither party shall be liable for any delay or failure to perform its obligations under these Terms due to any cause beyond its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, earthquakes, epidemics, pandemics, or strikes (each a "Force Majeure Event"). The party affected by a Force Majeure Event shall promptly notify the other party in writing and shall use commercially reasonable efforts to mitigate the effects of the Force Majeure Event. 13. Data privacy

1. Data processing: Exera will process personal data in accordance with applicable data protection laws, including the General Data Protection Regulation (GDPR) if applicable.
2. Data security: Exera maintains appropriate technical and organizational measures to ensure the security of personal data.
3. Privacy policy: Exera's privacy practices are further described in its privacy policy, available at https://www.exera.org/privacypolicy.

14. General provisions

1. Entire agreement: these Terms constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous communications and proposals, whether oral or written.
2. Waiver: no waiver of any provision of these Terms shall be effective unless in writing and signed by the party against whom the waiver is to be asserted.
3. Severability: if any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck from these Terms and the remaining provisions shall remain in full force and effect.
4. Typographical errors and inaccuracies: Exera reserves the right to correct any typographical errors, spelling mistakes, grammatical errors or other minor inaccuracies in these Terms. Such corrections will not invalidate the Terms or any part thereof, and shall be corrected to reflect the parties' intent.
5. Assignment: the Customer may not assign these Terms or any of its rights or obligations hereunder without the prior written consent of Exera. Any attempted assignment in violation of this provision shall be null and void. Exera may freely assign these Terms.
6. Notices: all notices required or permitted under these Terms shall be in writing and may be delivered personally, by certified mail, by reputable overnight courier, or by email to the address or e-mail address specified in the Order Confirmation. Notices shall be deemed given upon delivery, or in the case of email, upon confirmed delivery to the recipient's email server. Either party may change its contact information by providing written notice to the other party.
7. Relationship of the parties: the parties are independent contractors and nothing in these Terms shall be construed as creating a partnership, joint venture, or agency relationship between the parties.
8. Amendments: Exera may amend these Terms from time to time by posting the amended Terms on its website. The Customer's continued use of Exera's Products or Services after such posting constitutes acceptance of the amended Terms. No modification of these Terms by Customer is allowed, unless confirmed in writing by Exera.
9. Export compliance: Customer agrees to comply with all applicable export and import laws and regulations. Customer shall not export or re-export any Exera products or any technical data related thereto in violation of any such laws or regulations.
10. Counterparts: these Terms may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
11. Headings: the headings in these Terms are for convenience only and shall not affect the interpretation of these Terms.
12. Publicity: neither party will issue any press release or make any public announcement relating to this agreement without the prior written consent of the other party, except as required by law.
13. Language: these Terms are written in the English language. Any translation into another language is provided for convenience only, and the English version shall prevail in case of any conflict.

15. Termination

1. Termination for cause: either party may terminate these Terms upon written notice to the other party if the other party materially breaches these Terms and fails to cure such breach within 30 calendar days after written notice of the breach.
2. Termination for insolvency: either party may terminate these Terms upon written notice to the other party if the other party becomes insolvent, makes an assignment for the benefit of creditors, files a petition in bankruptcy or has a receiver appointed for its assets.
3. Effect of termination: upon termination of these Terms for any reason:
   1. All licenses granted to the Customer hereunder shall immediately terminate;
   2. The Customer shall cease all use of the Products;
   3. The Customer shall return or destroy all copies of the Product Documentation and other Confidential Information of Exera in its possession; and
   4. The Customer shall pay Exera all amounts due and owing under these Terms.
4. Survival: the provisions of these Terms that by their nature should survive termination shall remain in effect after termination of these Terms, including but not limited to, provisions related to ownership, Intellectual Property, Confidential Information, limitations of liability, disclaimers, payment obligations for services rendered or products delivered, dispute resolution and governing law.

16. Product-specific terms: Aya demand shaping system The following terms apply specifically to the Aya demand shaping system. Other products may have their own product-specific terms, which will be provided separately.

1. Definitions:
   1. Aya System: Exera's Aya demand shaping system, comprising Aya In-Home Devices, the Aya Deployment Manager and associated software, services, and documentation.
   2. Aya In-Home Device: the physical hardware device distributed to end-users (households) as part of the Aya System.
   3. Aya Deployment Manager: the web-based platform provided by Exera for managing and controlling the Aya System.
   4. End-User: a household or individual using the Aya In-Home Device.
2. Perpetual ownership license: when explicitly stated in the Order Confirmation and upon full payment of the purchase price, Exera grants the Customer a non-exclusive, non-transferable, perpetual license to use the Aya System, including the Aya In-Home Devices and the Aya Deployment Manager, for the Customer's internal business purposes. This license permits the Customer to use the Aya System indefinitely, subject to the terms herein.
   Upon the end-of-life notice of the Aya System by Exera, Exera's obligations to provide updates, support, and maintenance for the Aya System shall cease. However, to facilitate the Customer's continued use of the then-current version of the Aya System, Exera will then make available to the Customer all design files necessary for the continued operation and maintenance of the Aya System. This includes, but is not limited to, firmware source code, CAD models, electrical schematics, and other relevant technical documentation that Exera, in its sole discretion, deems reasonably necessary for the Customer's continued basic operation and routine maintenance of the Aya System.
   The Customer acknowledges and agrees that any use of the Aya System, and any modification or maintenance performed using the provided design files after the official end-of-life, is entirely at the Customer's own risk. Exera provides no warranties, express or implied, regarding the Aya System or the design files after the end-of-life, and Exera shall have no liability whatsoever for any issues, damages, or losses arising from such use, modification, or maintenance. This includes, but is not limited to, any liability for safety, security, performance, or compatibility issues. The Customer is solely responsible for ensuring the safe and compliant use of the Aya System after the end-of-life.
3. Limitations: Customer shall not:
   1. Sublicense, rent, lease, or otherwise transfer the Aya System or any portion thereof to any third party, except as integrated into the Customer's own products or services and provided to its customers in the ordinary course of business;
   2. Store any personally identifiable information (PII) of End-Users on Aya core network infrastructure, and
   3. Use the Aya System in violation of any applicable laws or regulations.

17. Contact information If you have any questions about these Terms, please contact Exera at: Exera bv Utrecht, The Netherlands Email: corporate@exera.org 18. Changes to the terms and conditions These terms and conditions may be changed from time to time. The most recent version is always available on our website. We recommend that you consult these terms and conditions regularly. Last modified date: January 18, 2025