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Partner Terms and Conditions

Partner Terms and Conditions

PARTNER MANUFACTURING SERVICES AGREEMENT

LAST UPDATED: June 1, 2022

This Manufacturing Services Agreement (the “Agreement”) is made and entered into between elimold, Inc.

(“elimold”) and you (“You” and “Your”), as of the date that You accept this Agreement as provided in this

preamble. PLEASE READ THIS AGREEMENT CAREFULLY. BY ACCESSING OR USING elimold’S WEBSITE (THE

“WEBSITE”), CLICKING ON THE “I ACCEPT” BUTTON, OR COMPLETING THE REGISTRATION PROCESS YOU

REPRESENT THAT (1) YOU HAVE READ, UNDERSTOOD AND AGREED TO BE BOUND BY THIS AGREEMENT, (2) YOU

ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH elimold, AND (3) YOU HAVE THE AUTHORITY TO

ENTER INTO THIS AGREEMENT PERSONALLY OR ON BEHALF OF THE COMPANY YOU HAVE NAMED AS THE

USER, AND TO BIND THAT COMPANY TO THIS AGREEMENT. THE TERM “YOU” REFERS TO THE INDIVIDUAL OR

LEGAL ENTITY, AS APPLICABLE, IDENTIFIED AS THE USER WHEN YOU REGISTERED ON THE WEBSITE. IF YOU DO

NOT AGREE TO BE BOUND BY THIS AGREEMENT, YOU MAY NOT PARTICIPATE IN elimold’S PARTNER

MANUFACTURING PROGRAM AS DESCRIBED BELOW. elimold’s General Terms and Conditions available at

https://elimold.com/general-terms-and-conditions/ (“General Terms”) are incorporated herein by reference. In the event of any conflict

between the terms of this Agreement and the General Terms, the terms of this Agreementshallsupersede and

control to the extent of any such conflict.

Please note that elimold may modify these terms and conditions at any time, and such modificationsshall be

effective immediately upon posting of the modified version on the Website for orders placed after such

modifications have been posted. elimold will also update the “Last Updated” date at the top of this Agreement.

If elimold makes any material changes, and You have registered with elimold to create an Account (as

defined below), elimold may also send You an email to the last email address You provided pursuant to this

Agreement. Any changes to this Agreement will be effective immediately for new participants in the Program (as

defined below) and will be effective thirty (30) days after posting or providing notice of such changes on the

Website for existing users (whichever is earlier). elimold may require You to provide consent to the updated

Agreement in a specified manner before further use of the Website and/or participation in the Program is

permitted. If You do not agree to any change(s) after receiving a notice of such change(s), You shall stop using the

Website and/or participating in the Program. Otherwise, Your continued use of the Website and/or

participation in the Program shall be deemed Your conclusive acceptance of the modified terms and

conditions.

  1. VENDOR MANUFACTURING PROGRAM. elimoldhosts and maintains an online platform available at the

Website that enables elimold’s customers to upload their three-dimensional (3D) models for their

manufacturing projects (each, a “Manufacturing Project”). In order to offer its customers greater efficiencies

and the best pricing and quality of manufacturing services, elimold maintains a partner manufacturing program

consisting of a network of third- party manufacturers capable of performing manufacturing services on

elimold’s behalf (the “Program”). As a participant in the Program, You will have the right to receive work orders

from elimold, from time to time, for the manufacture of certain Manufacturing Projects (each, a “Work

Order”). Each Work Order will identify: (a) shipping terms; (b) delivery location; (c) delivery date(s); (d) the

parts, assemblies and items to be delivered (each, a “Part”); (e) the 3D model and other written and

specifications related to the Part that have been agreed to by the Customer (as defined below) and elimold 

(the “Specifications”); and (f) compensation to be paid to You. If You indicate Your willingness to accept and elimold.com

are awarded with the Work Order, You will be deemed a “Partner” for the purposes herein and will perform

the work specified in theWorkOrderin accordancewith the terms herein, including Section 3.

  1. PROGRAM REGISTRATION. In order to participate in the Program, You may be required to register for an

account on the Website (“Account”). In registering for the Program, You agree to (1) provide true, accurate,

current and complete information about Yourself and Your manufacturing capabilities as prompted by the

Websites’registration form (the “Registration Data”); and (2) maintain and promptly update the Registration

Data to keep it true, accurate, current and complete. You are responsible for all activities that occur under Your

Account. You may not share Your Account or password with anyone, and You agree to (x) notify elimold 

immediately of any unauthorized use of Your password or any other breach of security; and (y) exit from Your

Account at the end of each session. If You provide any information that is untrue, inaccurate, not current or

incomplete, or elimold has reasonable grounds to suspect that such information is untrue, inaccurate, not

current or incomplete, elimold has the right to suspend or terminate Your Account and refuse any and all

current or future use of the Website and Program (or any portion thereof).

  1. MANUFACTURE OF PARTS

3.1 Manufacture and Delivery. Partner agrees to perform the work specified in the Work Order pursuant

to the terms therein and this Agreement, including manufacturing, testing, calibrating, inspecting, handling,

identifying and otherwise producing the Part(s) in accordance with the Specifications and for the price(s)

provided by Partner in its quote for the manufacture and delivery of such Part(s). The Partner agrees to the

use of statistical techniques for product acceptance and comply with related instructions for acceptance by

elimold. If tolerances are not specified in the Work Order, then Partner agrees to manufacture Part(s) to the

elimold manufacturing standards which are available at

(“Manufacturing Standards”) (which are incorporated herein by reference).

You represent, warrant and covenant that: (i) You have a suitable quality management system in place (refer to

Partner Guide); (ii) use measures to prevent foreign object damage; (iii) ensure that you and any approved

subcontractors do not, use any illegal or counterfeit parts, processes, products, materials, goods or supplies in

connection with the manufacture of any Parts; and (iv) You will ensure that Your personnel are aware of their

contribution to Part conformity, product safety and that such personnel are at all times working in a manner

that is safe and ethical; (v) You will notify elimold of any changes in processes, products or services,

subcontractor or location; (vi) You will immediately notify elimold in writing in the event of any non-compliance

with the terms ofthe WorkOrder and/orthese Terms and Conditions

Except with respect to finishing processes (e.g., painting, plating, etc.), Partner shall not subcontract or delegate

any of its obligations hereunder without the prior written consent of elimold. You are solely responsible for

any subcontractors, service providers, suppliers, licensors and/or manufacturers (collectively, “Subcontractors”)

you engage to manufacture, calibrate, test and otherwise produce any Part, and will indemnity elimold for any

damages, liabilities, losses, judgments, penalties, settlements, costs and expenses, incurred by elimold or its

customers as a result of any acts or omissions of such Subcontractors. If required by elimold or the applicable

customer, you willsolely use those Subcontractors designated by elimold and/orthe applicable customer. You

will ensure that all Subcontractors comply with these Terms and Conditions (flow-down), and will immediately

notify elimold of violation of such terms and conditions by a Subcontractor.

All Parts shall be delivered FCA (Incoterms 2010) to the destination designated in the Work Order, or other place

of shipment as specified by elimold, and will be packaged in an adequate manner to protect and preserve the

Part. All shipment of Parts shall be with an elimold approved carrier and with adequate liability and

replacement insurance coverage. Unless otherwise stated in the Work Order, all customs, duties, costs, taxes,

insurance premiums, and other expenses relating to such transportation and delivery shall be at Partner’s

expense. Title to the Partsfurnished by Partnershall vestin elimold orthe customer who submitted the Work

Order (the “Customer”), as applicable, when Parts are inspected and accepted by elimold or the Customer,elimold.com

as applicable, pursuant to this Agreement.

3.2 Testing and Acceptance of Parts. The Parts made in accordance with this Agreement are subject to an

acceptance test by elimold and/or the applicable Customer (such party performing the testing, the

Examiner”) before acceptance. The Examiner may, in its sole discretion, reject any portion of any shipment of

Part which is not conforming with the Specifications. In order to reject a shipment or Part, the Examiner must

give notice to its intent to reject the shipment within twenty (20) business days of the Examiner’s receipt of the

shipment. After notice of intent to reject is given, elimold will cooperate with Partner in determining whether

rejection is necessary or justified. If no such notice of intent to reject is timely received, the Examiner shall be

deemed to have accepted such Part (“Accepted”). In the event a Part or shipment is properly rejected in

accordance with the terms herein, Partner agrees to promptly, on receipt of notice of rejection, use best

efforts to provide replacement Parts, at Partner’s sole cost and expense. The testing and examination process

shall resume as set forth above, with the Examiner having an additional twenty business day testing period. If

the Examiner determines that the Parts, as revised, still do not comply with the Specifications, the Examiner may

either (a) afford Partner the opportunity to repeat the correction and modification as set forth above at no

additional cost or charge to the elimold or the applicable Customer, (b) elimold may itself correct the Part(s)

(or engage a third party to do so) and may deduct the costs and reasonable expenses associated with such

correction from the fees owed to Partner; or (c) cancel the Work Order without payment of any fees, costs or

expensesto Partner.

You will maintain, for a period required by applicable law, or if no such period is applicable, for a period of at

least five (5) years after the manufacture of a Part in accordance with applicable Quality Standard(s), complete

and accurate books and records related to the manufacture, inspection, validity of inspection equipment, test,

rework, repair, identification, traceability, and subcontract for the product or service supporting your

compliance with such Quality Standard(s), including books and records related to any retention periods and

disposition requirements related thereto. Upon request, you will permit elimold, the applicable customer, and

regulatory authorities to inspect such books and records, as well as the areas of your facilities applicable to the

manufacture such Parts, to confirm your compliance with these Terms and Conditions during normal business

hours.

3.3 Compliance with Laws. Partner shall comply, at its sole cost and expense, with all applicable statutes,

regulations, rules, ordinances, codes and standards (collectively, “Laws”) governing the manufacture, assembly,

transportation, import, export, or sale of Parts. Without limiting the foregoing, in the U.S., this includes all

applicable commerce, transportation, environmental, occupational safety, securities, and employment and

labor Laws. Partner is hereby on notice that data provided by elimold or elimold customers may be subject

to the International Traffic in Arms Regulations (“ITAR”) or the U.S. Export Administration Regulations (“EAR”).

Partner agrees that neither it nor any of its personnel will export or re-export any ITAR- or EAR-controlled data or

items without obtaining any required U.S. Government authorization. Partner further agrees that elimold and

elimold’s customers’ data shall only be accessible by

U.S. citizens and permanent residents and that it shall not release, export, or reexport such data to anyone

other than U.S. citizens or permanent residents unless specifically authorized by the elimold in writing. Partner

shall maintain appropriate procedures to: (1) detect (a) the unauthorized access to or release of data to non

U.S. citizens or permanent residents, and (b) the export or transfer of data from, or storage of data outside of,

the U.S., and (2) obtain and maintain any registration, license, agreement, or other authorization required under

the ITAR or EAR. Partner shall promptly notify elimold of any actual or suspected violation, and elimold may

immediately suspend Partner in the event of a violation. Partner shall secure binding obligations from any

independent contractors or other parties who have access to elimold or elimold’s customers’ data or

otherwise are performing services or activities in connection with this Agreement to comply with the terms of

this Agreement.elimold.com

3.4 Contact with Customers. Partner acknowledges and agrees that Customer satisfaction is extremely

important to elimold, and that in order to ensure such satisfaction, elimold requires that all communications

that take place with respect to any Customer’s Work Order, must take place on or via the Website. As such,

Partner covenants and agreesthat all contact and communications with a Customerrelated in any way to any

Work Order, shall be conducted exclusively via the Website. Partner further acknowledges that elimold may

monitor such contact and communications at any time without notice forthe purpose of providing the Website

and related services.

  1. elimold WORKCENTER. If you use a free trial or beta version of elimold WorkCenter, a software tool

that allows Partners to manage and track work in process, you agree and understand that your access and

use of elimold WorkCenter is contingent upon your status as a Partner in good standing that continues to

quote and process order requests for on demand manufacturing via www.elimold.com. Should you cease

to be Partner, elimold may, in its sole discretion, begin charging you a fee for your continued use of

elimold WorkCenter or disable your access to elimold WorkCenter. elimold may offer upgrades or

enhancements to the elimold WorkCenter software which may incur fees should you choose to upgrade

your free trial or beta version of elimold WorkCenter. Finally, elimold may choose to end its free trial or

beta version of elimold WorkCenter at any time by providing notice to then-current users of elimold 

WorkCenter.

elimold may access and use the data entered into the software in order to configure, provide, and

maintain the elimold WorkCenter service, and otherwise as necessary to comply with its obligations under

these terms. elimold may collect and use data generated by (or on behalf of) the elimold WorkCenter

service for its business purposes (including without limitation to report on the aggregate response rate and

other aggregate measures of the elimold WorkCenter performance), so long as such data is presented in

aggregated and de-identified form.

  1. FEES AND PAYMENTS

5.1 Fees and Payment. Subject to the terms herein, elimold will pay Partner, as its sole compensation

hereunder for the performance hereunder, including the manufacture and delivery of the Parts, the fees set

forth in the applicable Work Order within thirty (30) days after the Part(s) have been Accepted. Partner will be

responsible for all costs and expenses associated with any Manufacturing Project, including the manufacture

of the Part(s).

5.2 Taxes. All applicable taxes, including, but not limited to, sales/use taxes and other charges, such as duties,

customs, tariffs, imposts and government-imposed surcharges, shall be the responsibility of Partner, and Partner

shallremit allsuch taxes and/or chargesto the appropriate tax authority.

5.3 No Expectation of Work Orders. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE NOT RECEIVED

ANY ASSURANCE THAT YOU WILL OBTAIN ANY PARTICULAR NUMBER OF WORK ORDERS OR AMOUNTS AS A

RESULT OF THIS AGREEMENT OR YOUR PARTICIPATION IN THE PROGRAM. elimold WILL INCUR NO LIABILITY

WHATSOEVER FOR ANY DAMAGES, LOSSES OR EXPENSES OF ANY KIND SUFFERED OR INCURRED BY YOU

ARISING FROM OR INCIDENT TO YOUR PARTICIPATION IN THE PROGRAM, OR ANY TERMINATION OF THIS

AGREEMENT BY elimold, WHETHER elimold IS AWARE OF SUCH DAMAGES, LOSSES OR EXPENSES.

  1. INTELLECTUAL PROPERTY

6.1 elimold Ownership. As between elimold and You, elimold’s pricing algorithms, processes and

mechanisms, the Website, and all content therein (collectively, the “elimold Properties”) and all worldwide

intellectual property rights in each of the foregoing, are the exclusive property of elimold and its licensors. All

rights in and to elimold Properties not expressly granted to You in this Agreement are reserved by elimold and

its licensors. Except as expressly set forth herein, no express or implied license or right of any kind is granted to

You regarding elimold Properties or any part thereof, including any right to obtain possession of any sourceelimold.com

code, data or othertechnical materialrelated to the Software.

6.2 3D Models. The 3D models, drawings, and specifications provided within the Work Order are the

exclusive property of elimold or the Customer of elimold. Partner is hereby granted a non-exclusive, non

transferable, non-sublicensable, limited license to use, the 3D models, drawings, and specifications and any other

that is provided for the sole purpose of performing its obligations hereunder. Partner agrees that within 18

months upon the completion of its obligations for any Work Order, or upon request from elimold, it will return

or destroy the 3D models, drawings, and specifications for such Work Order. Partner further understands and

agrees that the 3D models, drawings, and specifications and other information provided are the confidential and

proprietary information of elimold or the applicable Customer, and will not disclose the such models or

information to any third party, without the prior written consent of elimold or the applicable Customer;

provided, that, Partner may disclose such models and information to its employees who have a need to know

and who are bound by confidentiality obligations no less restrictive than those contained herein.

6.3 Partner Information. To the extent You upload any information, content, data or other materials to the

elimold Partner, You hereby grants elimold a perpetual, irrevocable, royalty- free, fully paid-up, non-exclusive

license to reproduce and use such information, content, data and materials for the purpose of providing the

elimold Properties to You, other Partners and our Customers; provided that, elimold may use such

information, content, data and materials on an aggregated and anonymized basis to provide, improve and

market the elimold Properties.

6.4 Trade Secrets. You acknowledge and agree that elimold’s pricing and matching algorithms, processes

and mechanisms, along with elimold’s geometry parsing engine are the trade secrets of elimold. Accordingly,

You shall not, and shall not encourage or assist any third party in, reverse engineering any of such algorithms,

processes, mechanisms, or engines, and that elimold will suffer irreparable harm in the event of any breach by

You of the foregoing. In the event you breach or attempt to breach this Section, Your right to participate in the

Program will immediately cease, and elimold will take any action it deems necessary or appropriate to protect

its rights and interests.

  1. WARRANTIES AND DISCLAIMERS

7.1 By Partner. Partner represents and warrants that (a) Partner has the authority to enter into this

Agreement personally (if Partner is a natural person), or on behalf of the entity entering into this Agreement,

and to bind that entity; (b) title to the Partsshipped orsold to elimold or the applicable Customer pursuant to

this Agreement will pass to elimold or the Customer, as applicable, free and clear of all liens, charges,

encumbrances, restrictions or other third party rights; (c) Parts shipped under Work Orders pursuant to this

Agreement will be manufactured from new and unused components; (d) the Parts will comply with the

Specifications and be free from defects in material and workmanship at the time of delivery to elimold or the

Customer, as applicable; (e) Partner will comply laws, rules, regulations and industry standards applicable to its

manufacture and delivery of Part(s) to which Partner is bound; and (f) Partner, its affiliates, and their financial

institution(s) are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties or

owned or controlled by such a party, including but not limited to the lists maintained by the United Nations

Security Council, the US Government (e.g., the US Department of Treasury’s Specially Designated Nationals list

and Foreign Sanctions Evaders list and the US Department of Commerce’s Entity List), the European Union or its

member states, or any other applicable government authority.

7.2 Disclaimer. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WEBSITE IS PROVIDED “AS

IS,” AND elimold MAKES NO (AND HEREBY DISCLAIMS ALL) OTHER WARRANTIES, REPRESENTATIONS, OR

CONDITIONS, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT

LIMITATION, ANY IMPLIED WARRANTIES OF SATISFACTORY QUALITY, COURSE OF DEALING, TRADE USAGE OR

PRACTICE, MERCHANTABILITY, TITLE, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, WITH

RESPECT TO THE USE, MISUSE, OR INABILITY TO USE THE WEBSITE (IN WHOLE OR IN PART) OR ANY OTHERelimold.com

PARTS OR SERVICES PROVIDED TO YOU BY elimold. elimold DOES NOT WARRANT THAT ALL ERRORS CAN

BE CORRECTED, OR THAT OPERATION OF THE WEBSITE SHALL BE UNINTERRUPTED, SECURE, OR ERROR-FREE.

SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR

CONDITIONS OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO SOME OF THE ABOVE

LIMITATIONS MAY NOT APPLY TO YOU.

  1. INDEMNIFICATION. You will indemnify, defend, and hold harmless elimold, its parents, subsidiaries,

affiliates, officers, employees, agents, partners and licensors (collectively, the “elimold Parties”) against any

and all costs, expenses (including reasonable attorneys’ fees), losses, damages, claims, liabilities, demands,

penalties, forfeitures, suits and judgments, which the elimold Parties may hereafter incur, become responsible

for or pay, as a result of (a) Your breach or other violation of this Agreement, including without limitation, of the

Manufacturing Standards; (b) Your negligent or willful acts, errors or omissions; or (c) any death or bodily injury to

any person, destruction or damage to any property, contamination of or adverse effects on the environment

and any cleanup costs in connection therewith. elimold reserves the right, at its own cost, to assume the

exclusive defense and control of any matter otherwise subject to indemnification by You, in which event You

will fully cooperate with elimold in asserting any available defenses. You agree that the provisions in this section

will survive any termination of Your Account, this Agreement or Your accessto the elimold Properties.

  1. LIMITATION OF LIABILITY

9.1 Disclaimer of Certain Damages. THE PARTIES UNDERSTAND AND AGREE THAT IN NO EVENT SHALL

elimold BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL,

EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE elimold 

PROPERTIES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION,

PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR PERSONAL OR PROPERTY DAMAGE OR EMOTIONAL

DISTRESS, WHETHER OR NOT elimold HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING

OUT OF OR IN CONNECTION WITH THIS AGREEMENT.

9.2 Cap on Liability. EXCLUDING YOUR INDEMNIFICATION OBLIGATIONS, UNDER NO CIRCUMSTANCES

WILL THE elimold PARTIES BE LIABLE TO YOU FOR MORE THAN THE AMOUNT RECEIVED BY THE elimold 

AS A RESULT OF YOUR USE OF THE elimold PROPERTIES IN THE TWELVE-MONTH PERIOD IMMEDIATELY

PRECEDING THE EVENT(S) GIVING RISE TO LIABILITY HEREUNDER.

9.3 Basis of the Bargain. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL

ELEMENTSOF THE BASISOF THE BARGAINBETWEENelimold AND YOU.

  1. TERMS AND TERMINATION

10.1 Term. This Agreement commence on the date when You accept it (as described in the preamble above)

and remain in full force and effect while You use the elimold Properties, unless terminated earlier in

accordance with this Agreement.

10.2 Termination of Agreement by You. If You want to terminate the Agreement, You may do so by (a)

notifying elimold at any time and (b) closing Your Account. Your notice should be sent, in writing, to elimold’s

addresssetforth below.

10.3 Termination of Agreement by elimold. elimold has the right to, immediately and without notice,

suspend or terminate this Agreement or Your use or participation in the Website, Program and any services

provided thereunder at any time (with or without cause), including if You have materially breached any

provision of this Agreement, or if elimold is required to do so by law (e.g., where the provision of the Website,

or the Program is, or becomes, unlawful). You agree that all terminations for cause shall be made in elimold’s

sole discretion and that elimold shall not be liable to You or any third party for any termination of Your Account.

In the event elimold determines, in its sole discretion, that You have breached any portion of this Agreement,elimold.com

elimold reserves the right to: (i) warn you via email (to any email address you have provided to elimold) that

you have violated this Agreement; (ii) delete Your Content provided by You or Your agent(s) to the Website; (iii)

notify and/or send Your Content to and/or fully cooperate with the proper law enforcement authorities for

further action; and/or(iv) pursue any other action which elimold deemsto be appropriate.

10.4 Effect of Termination. Termination of this Agreement includes deletion of Your password and all related

information, files and content associated with or inside Your Account (or any part thereof). Upon termination

of this Agreement, Your right to use the Website and participate in the Program will automatically terminate

immediately. All provisions of this Agreement which by their nature should survive, shall survive termination of

this Agreement, including without limitation, ownership provisions, warranty disclaimers, and limitation of

liability.

  1. INSURANCE. Without limiting or qualifying Your liabilities, obligations or indemnities otherwise assumed by

You pursuant to this Agreement, You shall maintain appropriate insurance policies, at Your sole cost and

expense, in amounts adequate to cover Your obligations and responsibilities under this Agreement. elimold will

be named as an additional insured on all such policies and will receive 30 days written notice prior to the

termination, reduction or modification of coverage with respect to any such insurance policy. Upon elimold’s

request, You will promptly furnish to elimold written evidence of Your insurance coverage.

  1. GENERAL PROVISIONS

12.1 Electronic Communications. The communications between You and elimold use electronic means,

whether You visit the elimold Properties or send elimold e-mails, or whether elimold posts notices on the

elimold Properties or communicates with You via e- mail. For contractual purposes, You (1) consent to receive

communications from elimold in an electronic form; and (2) agree that all terms and conditions, agreements,

notices, disclosures, and other communications that elimold provides to You electronically satisfy any legal

requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect

Yourstatutory rights.

12.2 Assignment. This Agreement, and Your rights and obligations hereunder, may not be assigned,

subcontracted, delegated or otherwise transferred by You without elimold’s prior written consent, and any

attempted assignment, subcontract, delegation, or transfer in violation ofthe foregoing will be null and void.

12.3 Force Majeure. Neither party shall be liable for any delay or failure to perform resulting from causes

outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of

civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy,

labor or materials.

12.4 Questions, Complaints, Claims. If You have any questions, complaints or claims with respect to the

elimold Properties, please contact us at: [email protected]. We will do our best to address Your concerns. If

You feel that Your concerns have been addressed incompletely, we invite You to let us know for further

investigation.

12.5 Limitations Period. YOU AND elimold AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR

RELATED TO THIS AGREEMENT, THE elimold PROPERTIES OR THE CONTENT MUST COMMENCE WITHIN ONE

(1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY

BARRED.

12.6 Arbitration Agreement; Class Waiver; Waiver of Trial by Jury. Please read this Section (“Arbitration

Agreement”) carefully. It is part of Your contract with elimold and affects Your rights. It contains procedures

for MANDATORY BINDING ARBITRATIONAND A CLASS ACTION WAIVER.

(a) Applicability of Arbitration Agreement. All claims and disputes (excluding claims for injunctive or other

equitable relief as set forth below) in connection with this Agreement or the use of any product or service elimold.com

provided by elimold that cannot be resolved informally or in small claims court shall be resolved by binding

arbitration on an individual basis under the terms of this Arbitration Agreement. This Arbitration Agreement

applies to You and elimold, and to any subsidiaries, affiliates, agents, employees, predecessors in interest,

successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or goods

provided under this Agreement.

(b) Notice Requirement and Informal Dispute Resolution. Before either party may seek arbitration, the

party must first send to the other party a written Notice of Dispute (“Notice”) describing the nature and basis of

the claim or dispute, and the requested relief. A Notice to elimold should be sent to [email protected]. After

the Notice is received, You and elimold will attempt to resolve the claim or dispute informally. If You and

elimold do not resolve the claim or dispute within 30 days after the Notice is received, either party may begin

an arbitration proceeding. The amount of any settlement offer made by any party may not be disclosed to the

arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is

entitled.

(c) Arbitration Rules. Arbitration shall be initiated through the American Arbitration Association (“AAA”), an

established alternative dispute resolution provider (“ADR Provider”) that offers arbitration as set forth in this

section. If AAA is not available to arbitrate, the parties shall agree to select an alternative ADR Provider. The

rules of the ADR Provider shall govern all aspects of this arbitration, including but not limited to the method of

initiating and/or demanding arbitration, except to the extent such rules are in conflict with this Agreement. The

AAA Commercial Arbitration Rules governing the arbitration are available online at www.adr.org or by calling

the AAA at 1-800-778-7879. The arbitration shall be conducted by one to three neutral arbitrators, at the

discretion of elimold. Any claims or disputes where the total amount of the award sought is less than Ten

Thousand U.S. Dollars (US $10,000.00) may be resolved through binding non-appearance-based arbitration, at

the option of the party seeking relief. For claims or disputes where the total amount ofthe award sought is Ten

Thousand U.S. Dollars (US $10,000.00) or more, the right to a hearing will be determined by the Arbitration

Rules. Any hearing will be held in Wilmington, Delaware, unless the parties agree otherwise. Any judgment on

the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Each party shall

bear its own costs (including attorney’s fees) and disbursements arising out of the arbitration and shall pay an

equalshare ofthe fees and costs ofthe ADR Provider.

(d) Additional Rules for Non-appearance Based Arbitration: If non-appearance arbitration is elected, the

arbitration shall be conducted by telephone, online and/or based solely on written submissions; the specific

manner shall be chosen by the party initiating the arbitration. The arbitration shall not involve any personal

appearance by the parties or witnesses unless otherwise mutually agreed by the parties.

(e) Time Limits. If You or elimold pursue arbitration, the arbitration action must be initiated and/or

demanded within the statute of limitations (i.e., the legal deadline for filing a claim) and within any deadline

imposed underthe AAA Rulesforthe pertinent claim.

(f) Authority of Arbitrator. If arbitration is initiated, the arbitrator will decide the rights and liabilities, if any,

of You and elimold, and the dispute will not be consolidated with any other matters or joined with any other

cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim.

The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or

relief available to an individual under applicable law, the AAA Rules, and this Agreement. The arbitrator shall

issue a written award and statement of decision describing the essential findings and conclusions on which the

award is based, including the calculation of any damages awarded. The arbitrator has the same authority to

award relief on an individual basisthat a judge in a court of law would have. The award of the arbitratorisfinal

and binding upon You and elimold.

(g) Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO

GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes elimold.com

shall be resolved by arbitration under this Arbitration Agreement. Arbitration procedures are typically more

limited, more efficient and less costly than rules applicable in court and are subject to very limited review by a

court. In the event any litigation should arise between You and elimold in any state orfederal courtin a suitto

vacate or enforce an arbitration award or otherwise, YOU AND elimold WAIVE ALL RIGHTS TO A JURY TRIAL,

instead electing thatthe dispute be resolved by a judge.

(h) Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS

ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS

BASIS, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED

JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If, however, this waiver of class

or consolidated actions is deemed invalid or unenforceable with respect to a particular claim or dispute, then

notwithstanding anything to the contrary in this Arbitration Agreement or Agreement, neither You or elimold 

is entitled to arbitration of such claim or dispute. Instead, all such claims and disputes will then be resolved in a

court assetforth in Section 11.6(n).

(i) Severability. If any part or parts of this Arbitration Agreement are found under the law to be invalid or

unenforceable by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect

and shall be severed and the remainder of the Agreement shall continue in full force and effect.

(j) Right to Waive. Any or all of the rights and limitations set forth in this Agreement may be waived by the

party against whom the claim is asserted. Such waiver shall not waive or effect any other portion of this

Agreement.

(k) Survival of Agreement. This Arbitration Agreement will survive the termination of Your relationship with

elimold.

(l) Small Claims Court. Notwithstanding the foregoing, either You or elimold may bring an individual action

in small claims court.

(m) Emergency Equitable Relief. Notwithstanding the foregoing, either partymay seek emergency equitable

relief before a state or federal court in order to maintain the status quo pending arbitration. A request for

interim measures shall not be deemed a waiver of any other rights or obligations under this Arbitration

Agreement.

(n) Courts. In any circumstances where the foregoing Agreement permits the parties to litigate in court, the

parties hereby agree to submit to the personal jurisdiction of the courts located within Montgomery County,

Maryland forsuch purpose.

12.7 Governing Law. This Agreement and any action related thereto will be governed and interpreted by

and under the laws of the State of Maryland, consistent with the Federal Arbitration Act, without giving effect

to any principles that provide for the application of the law of another jurisdiction. The United Nations

Convention on Contractsforthe International Sale of Goods does not apply to this Agreement.

11.6 Independent Contractor. Yourrelationship to elimold underthis Agreement isthat of an independent

contractor. Nothing in this Agreement is intended or should be construed to create a partnership, joint

venture, or employer-employee relationship between elimold and You. You agree to take no position with

respect to or on any tax return or application for benefits, or in any proceeding directly or indirectly involving

elimold that is inconsistent with You being an independent contractor (and not an employee) of elimold. You

are not an agent of elimold and are not authorized and must not represent to any third party that You are

authorized,tomake any commitment or otherwise act on behalf of elimold.

12.8 Notice. Where elimold requires that You provide an e-mail address, You are responsible for providing

elimold with Your most current e-mail address. In the event that the last e-mail address You provided toelimold.com

elimold is not valid, or for any reason is not capable of delivering to You any notices required/ permitted by this

Agreement, elimold’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice.

You may give notice to elimold at the following address: [email protected]. Such notice shall be deemed given

when received by elimold by letter delivered by nationally recognized overnight delivery service or first-class

postage prepaidmail atthe above address.

12.9 Waiver. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be

deemed a waiver of any other provision or ofsuch provision on any other occasion.

12.10 Severability. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable,

the other provisions of this Agreement will remain enforceable, and the invalid or unenforceable provision will

be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

12.11 Entire Agreement. This Agreement are the final, complete and exclusive agreement of the parties with

respectto the subjectmatter hereof and supersedes and merges all prior discussions between the parties with

respect to such subject matter. Unless otherwise specifically agreed to by the parties, in the event of any

conflict between the terms of this Agreement, the Manufacturing Standards, the General Terms, or any Work

Order, the order of precedence is as follows: (i) the Manufacturing Standards; (ii) this Agreement; (iii) the

General Terms; and (iv) the Work Order. Unless otherwise specifically agreed, the parties acknowledge that the

pre-printed provisions on the reverse side of any quotation, order, acknowledgement or invoice will be deemed

deleted and of no effect whatsoever.