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<br /> TERMS AND CONDITIONS OF USDD PRODUCT SALES
<br /> These U.S. Digital Designs, Inc.terms and conditions of sale("Terms and Conditions") are effective March 1,2022(the"Terms and Conditions
<br /> Effective Date"), and supersede all prior versions covering the sale of products and related services (collectively, "Products", as defined more
<br /> specifically below) by U.S.Digital Designs,Inc. ("USDD"). References to"Customer", "you",or "your"all pertain to the purchaser of Products.
<br /> These Terms and Conditions,together with any separate agreement you may have with USDD that specifically references these Terms and Conditions
<br /> (collectively,the"Agreement")set forth the entire agreement between the parties relating to your purchase of USDD Products. The Agreement may
<br /> only be modified by an authorized representative of each party in a signed writing.
<br /> ORDERS. Orders (including any revised and follow-on orders) (each,an "Order")for USDD Products are non-cancelable, except as expressly set
<br /> forth herein, and will be governed by the terms of the Agreement. All Orders are subject to acceptance by USDD and shall include the following
<br /> information:purchase order number;customer's legal name and billing address;Customer's shipping address;and a list of the Products and quantities
<br /> for each different type of Product Customer wishes to order.USDD's acknowledgment of its receipt of an Order shall not constitute acceptance of such
<br /> Order. An Order is deemed to be accepted upon the earlier of(i)USDD's written acceptance or(ii)shipment of the Products specified in the Order.
<br /> Any conflicting, additional, and/or different terms or conditions on Customer's Order or any other similar instrument are deemed to be material
<br /> alterations and are rejected and not binding upon USDD.USDD's acceptance of Customer's Order is expressly conditioned upon Customer's assent to
<br /> the terms and conditions contained herein in their entirety.Customer's acceptance of delivery from USDD constitutes Customer's acceptance of these
<br /> terms and conditions in their entirety.
<br /> REMITTANCES. All invoices shall be due and payable upon receipt in United States currency,free of exchange or any other charges,or as otherwise
<br /> agreed in writing by USDD.
<br /> QUOTE PRICING. This proposal expires 30 days after its date.Prices are subject to correction for error. Prices,terms, conditions,and Product or
<br /> Service specifications are subject to change without notice. Pricing is subject to immediate change upon announcement of Product discontinuance.
<br /> PAYMENT.
<br /> 4.1. Invoicing&Payment. USDD reserves the right to invoice Customer monthly for all materials delivered. Invoices are due thirty(30)days from the
<br /> date of the invoice,unless prepayment is required in the quote. If the Customer becomes overdue in any progress payment,USDD shall be entitled to
<br /> suspend further shipments,shall be entitled to interest at the annual rate of 18%,or the maximum amount allowed by law, and shall also be entitled to
<br /> avail itself of any other legal or equitable remedies. Customer agrees that it will pay and/or reimburse USDD for any and all reasonable attorneys'fees
<br /> and costs which are incurred by USDD in the collection of amounts due and payable hereunder.
<br /> 4.2. Payment Disputes. Any disputes must be provided to USDD as soon as possible and must be accompanied by detailed supporting information.
<br /> Disputes as to invoices are deemed waived fifteen(15)days following the invoice date. In the event that any portion of an invoice is undisputed,such
<br /> undisputed amount must be paid by no later than the invoice due date.
<br /> 4.3. No Set Off. Neither Customer nor any related entities(or representatives or agents thereof)shall attempt to set off or recoup any invoiced amounts or
<br /> any portion thereof against other amounts that are due or may become due from USDD, its parent, affiliates, subsidiaries or other legal entities,
<br /> business divisions,or units.
<br /> 4.4. Credit Card Payments. All USDD quotes are developed for the Customer with the understanding the eventualany purchase of the Products listed
<br /> thereon willwould be facilitated usingsubject to USDD's standard Purchase Order and Invoice process. If Ccustomer would rather seek to use a Credit
<br /> Card for purchase,then said order would be subject to a 4%credit card surcharge.
<br /> SURCHARGES.
<br /> 5.1. In addition to any Product repricing under Section 8.2,USDD may,from time-to-time and in its sole discretion, issue surcharges on new and existing
<br /> Orders in order to mitigate and/or recover increased operating costs arising out of or related to, without limitation: (a) foreign currency exchange
<br /> variation, (b) increased cost of third-party content, labor and materials, (c) impact of government tariffs or other actions,and(d)any conditions that
<br /> increase USDD's costs,including without limitation increased labor,freight,material or supply costs,or increased costs due to inflation(collectively,
<br /> "Surcharges"). Such Surcharges will not be considered a"price increase"as contemplated hereunder and will be effective upon notice to Customer.
<br /> For avoidance of doubt, Orders placed prior to the Terms and Conditions Effective Date which have not been delivered,including those on backlog or
<br /> which requested delivery more than twelve(12)months from the date of Order,are subject to Surcharges.
<br /> PROPRIETARY and CONFIDENTIAL STANDARD Ts&Cs Page 13 of 18
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