TERMS & CONDITIONS

1. Interpretation: In these Terms: “Company” means KICTeam, Inc., “Customer” means the purchaser of Products from the Company. “Products” means all goods sold and/or delivered by the Company to the Customer. “Terms” means these terms and conditions of sale. “Order” means any purchase order accepted by Company for the sale of Products. “Agreement” collectively means these Terms and the Order.

2. Application: These Terms, and any terms included in any accompanying Order, are the only terms that govern the sale of the Products from Company to Customer. These Terms supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral with respect to the purchase and sale of the Products. These Terms prevail over any of Customer’s general terms and conditions of purchase, regardless of whether or when Customer has submitted its purchase order or such terms. Fulfillment of Customer’s order does not constitute acceptance of any of Customer’s terms and conditions, and does not serve to modify or amend these Terms. No amendment, alteration, waiver or cancellation of this Agreement is binding on the Company unless confirmed by the Company in writing. The Customer acknowledges that no employee or agent of the Company has any right to make any representation, warranty or promise in relation to the Products or the sale of the Products, other than as contained in these Terms.

3. Scope of Agreement: Company, upon acceptance of an Order placed by Customer, will supply the Products specified in the Order (the “Work”) to Customer, pursuant to the terms and conditions of this Agreement. Company’s acceptance of such Order placed by Customer is expressly limited to the terms and conditions of this Agreement. The details of the Work (e.g. quantity, price, payment terms, and product specifications) shall be set forth in the relevant Order.

4. Prices and Payments: Prices are determined at the time of order and will be set forth in the relevant Order; future prices are subject to change without notice. All prices are exclusive of all sales, use, and excise taxes, and any other similar taxes or charges imposed by any governmental authority on any amounts payable by Customer under this Agreement. Customer is responsible for payment of all charges, costs, taxes, and other fees imposed by any governmental authority related to its purchase or sale of the Products. Prices for each Product shall be F.O.B. Company’s manufacturing facility. Quotes are valid for 30 days from issuance. Payment terms will be determined at the time of order and will be set forth in the relevant Order.

5. Transportation, Delivery and Risk of Loss: Unless otherwise provided in the Order, all deliveries of Products are F.O.B. Company’s factory. Company assumes no liability for loss or damage to the Products after delivery for shipment at Company’s factory, and risk of loss with respect to the Products passes to Customer at said F.O.B. point.

6. Title: Title to the Products shall not pass to the Customer until the Company has been paid in full for the Products.

7. Inspection: Customer shall inspect the Products immediately on the arrival thereof and shall within five (5) days after arrival give written notice to Company of any Nonconforming Products, together with written evidence or other documentation as reasonably required by Company. “Nonconforming Products” means only the following: (i) the Product shipped is different than identified in the Order; or (ii) the Product’s label or packaging incorrectly identifies its contents. If Customer shall fail to give such notice, the Products shall be deemed to be accepted by Customer. If Customer timely notifies Company of any Nonconforming Products, Company shall in its sole discretion, (i) replace such Nonconforming Products with conforming Products, or (ii) credit or refund the price for such Nonconforming Products returned by Customer, together with any reasonable shipping and handling expenses incurred by Customer in connection therewith. Customer shall ship, at its expense and risk of loss, the Nonconforming Products to a location designated by Company. If Company exercises its option to replace Nonconforming Products, Company shall, after receiving Customer’s shipment of Nonconforming Products, ship to Customer, at Company’s expense and risk of loss, the replaced Products to Customer. Customer acknowledges and agrees that the remedies set forth in this Section are Customer’s exclusive remedies for the delivery of Nonconforming Products.

8. Cancellations: No Order may be cancelled, modified or deferred without the prior written consent of the Company (which is at the Company’s sole discretion). If such consent is given it is, at the Company’s election, subject to the Company being reimbursed all charges which shall be equal to all amounts incurred by Company for materials, labor and overhead in respect of the canceled Products plus reasonable profits.

9. Returns: Products returned not due to a manufacturing defect or order entry error, will incur a 25% re-stocking fee. Freight & tax will be the responsibility of the Customer. No returns will be accepted without prior authorization from Company and must be returned within 90 days of original shipment. Custom orders are non-returnable.

10. Limited Liability: The Company is not subject to, and the Customer releases the Company from, any liability (including but not limited to consequential loss or damage) because of any delay in delivery or fault or defect in the Products. The Customer acknowledges that the Company is not: (a) responsible if the Products do not comply with any applicable safety standard outside of the intended and/or directed use of the Products or similar regulation; and (b) liable for any claim, damage or demand resulting from such non-compliance; and (c) responsible for regulatory compliance of Products resold/redistributed outside of the original purchase state/province.

11. Warranty: All Products supplied are covered by such warranties as are specified by the Company and supplied subject to the product standards detailed by the Company. EXCEPT FOR ANY WARRANTY EXPRESSLY SPECIFIED BY COMPANY, COMPANY MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE PRODUCTS, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY OR (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE. On discovery of any defect in the Products, the Customer must immediately notify the Company in writing of such defect. The Customer must not carry out any remedial work to alleged defective Products without first obtaining the written consent of the Company to do so. The Customer expressly acknowledges and agrees that it has not relied upon, and the Company is not liable for any advice given by the Company, its employees, agents or representatives in relation to the suitability for any purpose of the Products outside its intended and/or directed use.

12. Prohibited Acts: Customer shall not: (i) modify, alter, reverse engineer, or otherwise make any modifications or changes to the product configurations of the Products, including their labeling or packaging; (ii) market, distribute, or sell the Products other than in the form and packaging as delivered by Company under this Agreement; (iii) make any representations or warranties to any of its customers regarding the specifications, features, or capabilities of the Products that are inconsistent with the materials provided by Company, or the product details included on KICTeam.com; (iv) make any modifications or alterations to any of the promotional and marketing materials provided by Company, or use any other promotional and marketing materials or images related to the Products without the prior approval of Company; or (v) sell or list the Products on any e-commerce platform or website marketed under any third-party retailer’s brand that is owned or controlled by such retailer (e.g, Walmart.com, Amazon.com, Ebay.com), without Company’s prior written consent. If Company consents to Customer listing the Products on a third-party e-commerce platform, Company shall have the right (upon its election) to be the controlling entity of such listing by providing written notice of such election to Customer. Upon receipt of any such notice, Customer shall reasonably cooperate in taking all steps necessary to transfer control of such listing to Company.

13. Trademarks: Company hereby grants to Customer a non-exclusive, non-transferable, and non-sublicensable right to use Company’s trademarks included on any packaging or promotion items associated with the Products (collectively, the “Trademarks”) solely in connection with the promotion, advertising, and resale of the Products in accordance with the terms and conditions of this Agreement. Customer acknowledges and agrees that the Trademarks are the sole and exclusive property of Company, and that Customer shall not acquire any right or ownership interest in them or any other intellectual property rights of Company under this Agreement, except for the right to use the Trademarks as expressly provided in this Section. Any goodwill derived from the use by Customer of the Trademarks inures to the benefit of Company. Customer shall: (i) comply with Company’s guidelines and instructions regarding use of the Marks, as communicated to Customer from time to time; (ii) not seek to register (or aid any third party in registering) the Marks (or any confusingly similar mark) or take any action inconsistent with Company’s ownership of the Marks in any jurisdiction; (iii) not use the Marks or any other trademark, trade name, design, tag line, or symbol which may be confusingly similar to the Marks on any other product without Company’s prior written approval; or (iv) hold itself out as the owner of the Marks or any other proprietary rights associated with any of the Products. Upon termination of this Agreement, Customer’s rights under this Section cease immediately and Customer shall immediately discontinue all use of the Trademarks.

14. Force Majeure: The Company will not be liable or responsible to Customer, nor deemed to have defaulted under or breached this Agreement due to any failure or delay in fulfilling or performing any obligation under this Agreement when and to the extent the failure or delay is caused by or results from matters or things beyond the Company’s control (including but not limited to transport stoppages, transport breakdown, fire, flood, earthquake, acts of God, strikes, lock-outs, work stoppages, wars, riots or civil commotion, intervention or public authority, explosion or accident).

15. Confidential Information: All non-public, confidential or proprietary information of the parties, including but not limited to specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts, or rebates, disclosed by the parties, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential” in connection with this Agreement is confidential, solely for the use of performing this Agreement and may not be disclosed or copied unless authorized in advance by the disclosing party. Upon the disclosing party’s request, the receiving party shall promptly return all documents and other materials received from the disclosing party. The disclosing party shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to the receiving party at the time of disclosure; or (c) rightfully obtained by the receiving party on a non-confidential basis from a third party.

16. Waiver of Breach: No failure by the Company to insist on strict performance of any of these Terms is a waiver of any right or remedy which the Company may have and is not a waiver of any subsequent breach or default by the Customer.

17. Indemnification: Customer shall indemnify, hold harmless, and defend Company, its affiliates, and their respective officers, directors, managers, partners, members, shareholders, employees and agents, and Company’s successors and permitted assigns (collectively, “Indemnified Parties”) from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, the costs of enforcing any right to indemnification under this Agreement, and the cost of pursuing any insurance providers incurred by the Indemnified Parties (collectively, “Losses”) relating to any claim of a third party arising out of or occurring in connection with (i) any breach by Customer of the terms of this Agreement; (ii) any material misrepresentation made by Customer regarding the Products; (iii) any unauthorized use of the Products by Customer’s customers; or (iv) any act of gross negligence or willful misconduct by Customer. If an Indemnified Party becomes aware of any claim, event, or fact that may give rise to a claim by the Indemnified Party against Customer for indemnification hereunder, the Indemnified Party shall promptly notify Customer. The Indemnified Party shall reasonably cooperate in the investigation, settlement, and defense of such claims at Customer’s expense; provided that the Indemnified Party may, at its own expense, participate in such defense. Customer shall not enter into a settlement of such claim that does not include a full release of the Indemnified Party or involves a remedy other than the payment of money, without the Indemnified Party’s consent. If Customer does not assume control over the defense of a claim as provided in this Section, the Indemnified Party may defend the claim in such manner as it may deem appropriate, at the cost and expense of Customer.

18. No Assignment: Customer shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Company, which is at the Company’s absolute discretion. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Customer of any of its obligations under this Agreement.

19. Relationship of the Parties: The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

20. Severability: If any provision contained in these Terms is held by a court of competent jurisdiction to be unlawful, invalid or unenforceable, such invalidity, illegality, or unenforceability shall not affect any other term or provision of these Terms.

21. Governing Law: This Agreement shall be governed by the law of the State of Maine, USA without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than those of the State Maine, and the parties irrevocably submit to exclusive jurisdiction of the courts of the State of Maine in respect of any dispute arising out of or relating to this Agreement.

22. Notices: All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forth in the Order or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.

23. Termination: In addition to any remedies that may be provided under these Terms, Company may terminate this Agreement with immediate effect upon written notice to Customer, if Customer: (i) fails to pay any amount when due under this Agreement and such failure continues for thirty (30) days after Customer’s receipt of written notice of nonpayment; (ii) has not otherwise performed or complied with any of the material terms of this Agreement, in whole or in part; or (iii) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit