1. Applicable Terms. These terms and conditions (“Terms”) govern the purchase and sale of those products (the “Products”) set forth in the accompanying sales confirmation (the “Sales Confirmation”) to the buyer set forth in the Sales Confirmation (“Purchaser”) by Terpene Belt Processing, LLC (“Seller”). The Sales Confirmation and these Terms (collectively, this “Agreement”) comprise the entire agreement between Purchaser and Seller and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, whether written or oral.

2. Product Use Limitations. (a) The Purchaser shall not or allow any third party to reverse engineer or deconstruct the Products. (b) The Purchaser shall not resell Products or incorporate the Products into other goods for sale unless expressly authorized by Seller.

3. Risk of Loss. The risk of loss to the Product shall pass from Seller to Purchaser at Seller’s shipping point.

4. Quantity. The quantity of any installment of Products as recorded by Seller on dispatch from Seller’s place of business is conclusive evidence of the quantity received by Purchaser on delivery, unless Purchaser provides conclusive evidence proving the contrary. Seller shall not be liable for any non-delivery of Products unless Purchaser gives written notice to Seller of the non-delivery within 5 business days of the date when the Products would, in the ordinary course of events, have been received.

5. Payment Terms. Payment is due immediately upon Purchaser’s receipt of an invoice.

6. Cancellation. Upon issuance of a Sales Confirmation, Purchaser’s purchase order (the “PO”) may not be canceled.

7. Disclaimer. ALL PRODUCTS SOLD HEREUNDER ARE PROVIDED AND SOLD ON AN “AS-IS”, “WHERE-IS”, AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ANY PARTICULAR GENETIC MAKEUP OR COMPOSITION, OR RESULTS TO BE ACHIEVED FROM USE OF PRODUCT.

8. Limitation of Liability. In no event shall Seller be liable to Purchaser, under any theory at law, in equity or otherwise for any damages whatsoever, including but not limited to, incidental, indirect, special, consequential, punitive, or exemplary damages (including but not limited to lost profits, revenue, and goodwill).

9. Packaging and Labeling. All Products shall be delivered to Purchaser in tamper-evident packaging. Purchaser shall notify Seller immediately if it appears that any part of the package has been opened or an attempt was made to open the package, including but not limited to leakage or ruptures. Purchaser is solely and exclusively responsible for compliance with applicable packaging and labeling laws for any final product that contains or incorporates the Products, including but not limited to the inclusion of the Product as a listed ingredient on the package or label of a laws for any final product that contains or incorporates the Product.

10. Intellectual Property Protection. (a) Seller retains all right, title, and interest to any and all intellectual property rights associated with Seller and the Product, including but not limited to patents, trademarks, copyrights, and trade secrets, whether such rights are registered or unregistered (“Seller IP”). (b) Purchaser acknowledges and agrees that: (i) Seller IP is the sole and exclusive property of Seller; (ii) Purchaser shall not use Seller IP in any manner without the express written permission of Seller; (iii) Purchaser shall use Seller IP solely for purposes of using the Product under these Terms and only in accordance with the PO and the instructions of Seller; (iv) Purchaser shall not make any claim or take any action adverse to the Seller’s ownership of the Seller IP, (v) Purchaser shall not misappropriate any of Seller’s trademarks for use without prior written consent from Seller; (vi) Purchaser shall not engage in any action that tends to disparage, dilute the value of, or reflect negatively on the Products sold hereunder or Seller IP; and (vii) Purchaser shall not alter, obscure or remove any Seller's trademarks or copyright notices or any other proprietary rights notices placed on the products, marketing materials or other materials that Seller may provide.

11. Governing Law and Jurisdiction. This Agreement shall be governed by the law of the State of California without consideration of conflict of laws principles. Any dispute which arises under this Agreement, or otherwise as a result of Seller’s provision of Products to Purchaser, shall be litigated exclusively in the state or federal courts located in Union City, California and Purchaser expressly waives any and all objections to jurisdiction and venue of any such action in Union City, California.

12. Proposition 65 Warning. The California Safe Drinking Water and Toxic Enforcement Act of 1986, commonly referred to as “Proposition 65” requires entities doing businesses in California to provide warning to consumers about significant exposures to chemicals that have been identified by the state to cause cancer, birth defects or reproductive harm. In 2016, the California Office of Environmental Health Hazard Assessment (OEHHA) promulgated new consumer warning regulations that took effect on August 30, 2018 (27 Cal. Code Reg. Section 25600 et seq.). Products may contain beta-myrcene, a naturally occurring terpene found in certain strains of the cannabis plant, which is known to the State of California to cause cancer. For more information go to https://www.p65warnings.ca.gov/.

13. Miscellaneous Terms. (a) Purchaser may not assign their rights and obligations under this Agreement without the prior written consent of Seller. (b) Any consent, agreement, or notice required or permitted to be given or made by Purchaser will be in writing and will be delivered in person or by certified mail to Seller, attention to the General Counsel. (c) It is intended that each provision of these Terms will be viewed as separate and divisible, and that in the event any provision is held to be invalid, the remaining provisions will continue in full force and effect. (d) No change, modification, or waiver to any Terms or the scope of any Sales Confirmation will be binding and valid unless it is accepted in writing and signed by an authorized representative of Seller.