Lightsand Standard Sales Terms and Conditions

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The Terms and Conditions set forth below along with any LightSand written material that may accompany delivered equipment from LightSand (“Products”) constitute the entire Agreement between LightSand Communications, Inc. (“LightSand”) and purchasers (“Customer”) of Products. The provisions herein supersede all prior proposals and understandings and all other terms and conditions submitted by Customer, upon purchase orders or elsewhere.

1. Order and Delivery

(a) Customer may order Products for delivery by issuing to LightSand a written Purchase Order (“Order”). Customer shall be invoiced for Products on or after the date of shipment.

(b) Customer must pay invoices no later than thirty (30) days from the invoice date. LightSand may impose a late payment charge equal to the lesser of 1.5% per month or the maximum rate allowed by law.

(c) All prices for Products are F.O.B. LightSand’s dock. Risk of loss or damage to Products passes to Customer at the F.O.B. point. LightSand will arrange for delivery of Products and Customer will pay for transportation. All Products are to be installed by Customer unless Customer has ordered installation services from LightSand.

2. Taxes

Customer will pay any tax, fees and duties LightSand becomes obligated to pay or collect by virtue of any Orders issued for Products, exclusive of taxes based on the income of LightSand.

3. Order Changes

Cancelled orders, rescheduled deliveries or Product configuration changes for standard Products may be made by Customer upon thirty (30) days notice prior to the originally requested delivery date. LightSand may, in its discretion, deny cancellation or rescheduling of an order or changes in configuration to a standard Product within thirty (30) days of the originally requested delivery date or, in LightSand’s sole discretion, impose a fifteen percent (15%) additional charge.

4. Title to Products

(a) LightSand shall retain ownership and title to Products until LightSand receives full payment for Products.

(b) LightSand reserves a purchase money security interest in Products until full payment is received. For that purpose, Customer authorizes LightSand or its agent to sign on behalf of Customer the necessary financing statements.

5. Warranty & Disclaimer

(a) EXCEPT AS EXPRESSLY STATED IN ANY ORDER OR OTHER WRITTEN MATERIAL SUPPLIED TO CUSTOMER BY LIGHTSAND, THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE. LIGHTSAND DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AS TO LIGHTSAND AND NON-LIGHTSAND PRODUCTS. LIGHTSAND WARRANTIES EXTEND SOLELY TO CUSTOMER.

(b) LightSand warrants that Products will be free from defects in material and workmanship from the time of shipment to Customer by LightSand for a period of twelve (12) months or such other period as may be provided in writing.

(c) Products may: (i) be newly manufactured, (ii) be assembled from new or serviceable used parts that are equivalent to new parts in performance, or (iii) have been previously installed.

(d) During this warranty period, LightSand will repair off-site or replace any defective Product, part or component of Product promptly reported or sent to LightSand by Customer, which LightSand determines was defective due to faulty material or workmanship. LightSand will issue a Return Material Authorization (RMA) number for any product that is to be shipped to LightSand or a LightSand repair facility prior to shipment. Customer will pay transportation and insurance costs to ship Products if an off-site repair location is designated by LightSand; LightSand will pay the return costs if the Product was defective.

(e) The preceding warranty is not a substitute for Maintenance Services, which are available to Customer for a charge. These provisions do not govern Services.

(f) Maintenance Service and warranty services do not cover repair of damage attributable to: (i) non-LightSand products and services, (ii) non-approved alterations, (iii) out-of-specification supplies, (iv) accidents, misuse, negligence or failure of Customer to follow instructions for proper use, care and cleaning of Products, (v) external factors (e.g. failure or fluctuation of electrical power, fire, flood), (vi) failure by Customer to comply with LightSand environmental specifications or (vii) failure by Customer to comply with LightSand installation or other instructions.

(g) LightSand makes no representation or warranty as to products not manufactured by LightSand (“non-LightSand Products), which products are provided to Customer “AS IS” unless otherwise expressly specified in an Order.

6. Limitation of Liability

(a) Unless further limited elsewhere, the entire liability of LightSand, and Customer’s exclusive remedy for damages from any cause related to or arising out of this Agreement or otherwise, regardless of the form of action, will not exceed the payments made by Customer to LightSand for the particular Products from which such damages arise.

(b) IN NO EVENT WILL LIGHTSAND BE LIABILE FOR; (i) ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, DATA, REVENUE, PROFITS OR SAVINGS, EVEN IF LIGHTSAND KNEW OR SHOULD HAVE KNOWN OF THE POSSIBLITY OF SUCH DAMAGES, (ii) CLAIMS, DEMANDS OR ACTIONS AGAINST CUSTOMER BY ANY PERSON, OR (iii) THE ACTS OR OMISSIONS OF CUSTOMER OR ANY THIRD PARTY.

(c) LightSand will not be liable for failure to fulfill its obligations when due to causes beyond its control.

7. Third Party Products

(a) Non-LightSand Products may also be governed by different or additional conditions that the manufacturer/ licensor of such products imposes; Customer agrees to be bound by those terms and conditions.

(b) LightSand may direct Customer to third parties having products or services that may interest Customer, or source products and services from third parties for use in conjunction with LightSand Products. LIGHTSAND MAKES NO RESPRESENTATIONS OR WARRANTIES AS TO NON-LIGHTSAND PRODUCTS SELECTED BY CUSTMER, WHICH ARE SOLD OR LICENSED “AS IS.” Maintenance services for non-LightSand products are to be obtained by customer directly from the supplier/manufacturer thereof unless otherwise specified in an Order.

8. Termination/Cancellation

Without prejudice to other rights and remedies, LightSand may cancel any Order issued for default and repossess Products (excluding only Products for which the purchase price has been fully paid) and recover from Customer all of LightSand’s damages, costs and expenses (including reasonable attorneys’ fees) if, upon written notice, Customer fails to: (i) make any payment identified as delinquent within ten (10) days or (ii) cure any default within thirty (30) days of receipt of written notice of such default from LightSand or (iii) in the event Customer is adjudicated bankrupt, or if a receiver or trustee is appointed for Customer or for a substantial portion of its assets or (iv) if Customer makes an assignment for the benefit of creditors.

9. Notices

All notices required herein shall be sent by registered or overnight mail to LightSand, attention CEO, and Customer’s address as set forth on the Order.

10. Customer Indemnity

Customer shall indemnify and hold LightSand harmless from any and all claims, obligations and liabilities, judgments, costs, expenses and fees (including attorneys’ fees) resulting from or relating to the acts or omissions of Customer regarding any Products.

11. Proprietary Information

Both parties shall keep in confidence and protect the Proprietary Information of the other party from use by and disclosure to third parties and restrict its use as provided herein. Proprietary Information will not be reproduced, in whole or in part, except when express permission is granted. Any ideas, concepts, techniques, computer programs, software or documentation developed by LightSand personnel (alone or jointly with Customer or any other party) in connection with any Order will be the exclusive property of LightSand.

12. Software License

LightSand grants to Customer a personal, non-exclusive, non-transferable, revocable license to use LightSand software and related documentation (“Software”) (all of which are Proprietary Information of LightSand) pursuant to the terms of this or any end-user Agreement included with delivery. Such license is extended to Customer solely for Customer’s internal data processing requirements on the central processing unit of the equipment on which the Software is initially installed. Customer may not modify any Software or combine any Software with other programs or materials to form an updated or derivative work. Customer will not de-compile, disassemble or modify any Software. Nothing herein shall transfer to Customer any right, title or interest to any intellectual property contained in Software or Proprietary Information.

13. Intellectual property Indemnity

(a) LightSand, at its own expense, will defend and indemnify Customer against claims that products furnished hereunder infringe a United States patent or copyright or misappropriate a trade secret or violate another intellectual property right protected under United States law, provided Customer: (i) gives LightSand prompt written notices of such claims, (ii) permits LightSand to defend or settle the claims, and (iii) provides all reasonable assistance to LightSand in defending or settling the claims.

(b) As to any Products that are found to infringe any of the aforementioned intellectual property rights, LightSand may elect to: (i) obtain the right of continued use of such product for Customer or (ii) replace or modify such product to avoid the finding. If neither alternative is available on commercially reasonable terms, then at the request of LightSand, Customer will discontinue use and return such Products and LightSand will refund the price paid to LightSand, less a reasonable offset for use and obsolescence.

(c) Notwithstanding the foregoing, LightSand will not defend or indemnify Customer if any claim of infringement or misappropriation (i) is asserted by a parent or subsidiary of Customer; (ii) results from design or alteration of any Product by Customer or any third party; or (iii) results from the combination of any Product and any device, software or data not supplied by LightSand.

(d) This section sets forth LightSand’s entire responsibility and liability for the Products’ infringement of any proprietary rights of others. LightSand disclaims all other liability, including any incidental or consequential damages for Products’ infringement.

14. Miscellaneous

(a) Products shipped by LightSand are subject to U.S. and non-U.S. laws and regulations including the U.S. Export Administration Regulations. Customer warrants that it will comply with all applicable import, export and foreign policy controls and restrictions.

(b) Any failure or delay by either party in exercising any right or remedy will not constitute a waiver.

(c) Transactions hereunder will be governed by New York State law, and any dispute arising hereunder shall be adjudicated in the courts of New York State.

(d) LightSand may assign its interest in any Product, or assign the right to receive payments, without Customer’s consent. Any such assignment, however, will not diminish the obligations of LightSand to Customer.

(e) Each provision herein is severable, and if one or more provisions are declared invalid, the remaining provisions will remain in full force and effect.

(f) If this Order is cancelled, the provisions herein that by their nature for effect should survive, shall survive.