PURCHASE ORDER TERMS AND CONDITIONS

1. ENTIRE AGREEMENT. This purchase order (including all attachments) (“Order”) becomes the complete agreement between you (“Buyer”) and Duffy Ventures, LLC (DBA: Excel Everest) (“Seller”) with respect to the subject matter of this order upon Seller’s acknowledgement or commencement of performance. Any acceptance by Seller stating additional or different terms from those stated in this Order shall operate as an acceptance by Seller, provided that all such additional or differing terms are hereby deemed material alterations and notice of Buyer’s objection to and rejection of them is hereby given. No modification, alteration or amendment shall be effective unless in writing and signed by authorized representatives of both parties.

2. PRICE.

2.1 This order shall not be filled at prices higher than those shown herein unless such increased prices have been authorized in writing by Buyer.

2.2 If Seller decreases prices for any items to be furnished, the price of all unsent/fulfilled items shall be adjusted to the lower prices.

2.3 Applicable taxes and other charges such as duties, customs, tariffs, and imposed or government-imposed surcharges, shall be stated separately on Seller’s invoice.

3. INVOICING AND DISCOUNTS. Any applicable discount basis shall be computed from the latest of: (i) the scheduled delivery date, (ii) the actual delivery, or (iii) the date an acceptable invoice is received. An acceptable invoice shall be in the form and to the address as required by Buyer, including, without limitation, reference to the correct affiliate of Buyer. All invoices shall include, without limitation, a description of the items, quantities, and unit prices for all goods and services invoiced. Payment by Buyer’s check will be deemed to have been made on the date of mailing. If payment is made electronically, payment shall be deemed made when Seller’s depository institution receives or has control of the payment.

4. DELIVERY. Fulfillment of goods and services shall be strictly in accordance with the schedule set forth in this Order and any delays in shipment shall be reported immediately by Seller to Buyer. Buyer reserves the right to cancel this Order in whole or in part if Seller fails to make deliveries in accordance with its terms.

5. CHANGES/CANCELLATION.

5.1 Buyer may terminate this Agreement in whole or in part at any time for any reason on written notice to Seller and Seller shall stop work immediately upon receipt of said notice.

5.2 There shall be no charges for canceling Orders for standard items. Any claim for cancellation charges for nonstandard items must be submitted to Buyer in writing within thirty (30) days after receipt of Buyer’s termination notice.

6. ACCEPTANCE. Payment for items ordered hereunder and the creation of enterprise Seller portal for Excel Everest download shall constitute acceptance. Buyer shall have the right to reject the completion, which shall be promptly replaced or corrected by Seller.

7. WARRANTY. Seller warrants that all items provided hereunder shall be merchantable, free from defects in design, workmanship and materials, and conform to the agreed-upon specifications for the items. Buyer shall have no liability for any such returned items and Seller shall bear no liability, responsibility and expenses for them. The foregoing warranties are in addition to all other warranties, express, implied, or statutory, and survive delivery, inspection, acceptance, or payment by Buyer.

8. INTELLECTUAL PROPERTY. Buyer shall indemnify Seller and hold them harmless against any costs, expenses, losses, damages or liabilities (including attorneys’ fees) incurred because of actual or alleged infringement of any patent, copyright, trade secret, trademark or other intellectual property right arising out of the use or sale by Seller or use by Seller’s customers of any items furnished hereunder. Seller shall notify Buyer of any such claim or demand and Buyer shall defend any suits based thereon. If an injunction issues as a result of any such claim, Buyer agrees at its expense and at Seller’s option to: (i) procure for Seller the right to continue using items ordered hereunder; (ii) replace such goods with noninfringing items; (iii) modify the goods so they become noninfringing; or (iv) refund to Seller the amount paid for the items and bear all liabilities, costs and expenses related to discarding them or returning them to Buyer.

9. FORCE MAJEURE. Neither party shall be responsible for its failure to perform due to causes beyond its reasonable control such as acts of God, fire, theft, war, riot, embargoes or acts of civil or military authorities. If delivery is to be delayed by such contingencies, Seller shall immediately notify Buyer in writing and Buyer may either: (i) extend Seller’s time of performance; or (ii) terminate the uncompleted portion of the Order at no cost to Buyer.

10. TOOLING, CONFIDENTIALITY AND PUBLICITY.

10.1 Any specifications, customizations, technical information, data, or any other material furnished or paid for by Buyer shall (i) be kept confidential by Seller; (ii) be used by Seller exclusively for Buyer; and (iii) be kept in good condition at Seller’s expense. Seller will not disclose and will not use any of Buyer’s confidential or proprietary information for any other purpose.

10.3 Neither party may use the other party’s name or logos publicly or in advertisements nor otherwise disclose the existence or content of this Order without the other party’s prior written consent.

11. DELIVERY AND ACESSS. All goods shall be prepared for delivery and access according to Seller’s protocols. Seller shall build a landing page for Buyer to access Excel Everest.

12. GOVERNMENTAL COMPLIANCE.

13.1 Seller and Buyer will comply with all federal, state, and local laws and regulations applicable to the performance of its obligations hereunder.

13.2 If the goods ordered herein are purchased for incorporation into products sold to the U.S. Government or to any other government entity, the terms required to be inserted by the contract or subcontract for the sale of such products to such entity shall be deemed to apply to this order.

13. REMEDIES. The rights and remedies provided by Buyer herein shall be cumulative and in addition to any other rights and remedies provided by law or equity or those provided under the Uniform Commercial Code.

14. APPLICABLE LAW. This Order and any action related thereto will be governed, controlled, interpreted, and defined by and under the laws of the State of California, without giving effect to any conflicts of laws principles that require the application of the law of a different state. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods and any jurisdiction’s adoption of the Uniform Computer Information Transactions Act (or any similar law) will not apply to this Order.