Legal Information

1. DEFINITIONS

1.1 "Alio" means Alio Labs, Inc., a Delaware corporation with its principal place of business in Santa Rosa, California.

1.2 "Agreement" means these Terms and Conditions of Sale together with any accepted Purchase Order or written quotation issued by Alio.

1.3 "Confidential Information" means any non-public information disclosed by either party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.

1.4 "Customer" means the entity or individual purchasing Products or Services from Alio.

1.5 "Deliverables" means any tangible work product, documentation, or output produced by Alio in connection with Services, excluding Pre-Existing IP.

1.6 "Intellectual Property Rights" means all patents, copyrights, trademarks, trade secrets, moral rights, and other proprietary rights worldwide.

1.7 "Pre-Existing IP" means all Intellectual Property Rights owned or licensed by Alio prior to or independently of any engagement with Customer, including all improvements, derivatives, and modifications thereto.

1.8 "Products" means goods, materials, and any tangible items sold by Alio to Customer.

1.9 "Services" means any professional, technical, or support services provided by Alio to Customer.

1.10 "Work Product" means all Deliverables, inventions, discoveries, developments, improvements, works of authorship, and other intellectual property created, conceived, or reduced to practice by Alio in connection with performing Services for Customer.

2. ACCEPTANCE

2.1 Offer and Acceptance. All quotations and proposals issued by Alio are invitations to Customer to place an order and are not binding offers. An order becomes binding only upon Alio's written acceptance or confirmation.

2.2 Order of Precedence. In the event of a conflict between any Customer purchase order and this Agreement, the terms of this Agreement shall control.

2.3 Rejection of Conflicting Terms. Alio hereby expressly objects to and rejects any additional, different, or conflicting terms and conditions contained in any Customer purchase order, acknowledgment, or any other document. Customer's acceptance of Products or Services constitutes Customer's acceptance of this Agreement in its entirety.

2.4 Modification. No modification of this Agreement shall be binding unless changes to the specific paragraphs herein are made in writing and signed by an authorized representative of Alio.

3. PRICE AND PAYMENT

3.1 Prices. All prices are stated in US dollars (US$) and are subject to change without notice prior to Alio's written acceptance of an order. Prices do not include freight, insurance, duties, or applicable taxes unless expressly stated.

3.2 Invoicing. Alio shall invoice Customer upon or after shipment of Products or completion of Services. All invoices are due and payable within thirty (30) days of the invoice date ("Due Date"). For any Customer requested delivery delay, Alio will invoice on the original scheduled delivery date and payment on Due Date applies as stated herein. Delivery delay will not exceed thirty (30) days and Customer assumes responsibility for any additional handling and storage fees.

3.3 Late Payment. Any amounts not paid by the Due Date shall accrue interest at the rate of one and one-half percent (1.5%) per month (or the maximum rate permitted by applicable law, whichever is less), from the Due Date until paid in full. Customer shall also reimburse Alio for all costs of collection, including reasonable attorneys' fees.

3.4 Advance Payment; Deposits. For custom, made-to-order, or non-standard Products, Alio may require a non-refundable deposit of up to fifty percent (50%) of the total order value at the time of order placement. Such deposit is non-refundable regardless of whether Customer cancels or modifies the order.

3.5 Suspension of Deliveries. Without limiting any other remedy, Alio reserves the right to suspend shipment of Products or performance of Services if Customer fails to pay any undisputed amount when due. Alio's exercise of this right shall not constitute a breach of this Agreement and shall not relieve Customer of its payment obligations.

3.6 Set-Off. Alio shall have the right to set off any amounts owed by Customer against any amounts Alio may owe Customer. Customer shall not withhold or set off any payment without Alio's prior written consent.

3.7 Credit. Alio may, at its sole discretion, establish or modify credit terms and limits. Alio reserves the right to require cash-in-advance payment at any time if Customer's creditworthiness, in Alio's reasonable judgment, fails to meet minimum standards or deteriorates.

4. TAXES

4.1 Customer Responsibility. All prices are exclusive of sales, use, excise, value-added, goods and services, and any other applicable taxes, duties, levies, and fees imposed by any governmental authority ("Taxes"). Customer is responsible for paying all such Taxes.

4.2 Exemptions. If Customer claims a tax exemption, Customer must provide Alio with a valid and timely exemption certificate or other documentation acceptable to the applicable taxing authority prior to invoicing. If Customer fails to provide valid exemption documentation, Customer shall pay Alio for all Taxes assessed.

4.3 Withholding. If Customer is required by law to withhold any taxes from payments to Alio, Customer shall notify Alio immediately and pay additional amounts as necessary so that the net amount actually received by Alio equals the full invoiced amount.

5. DELIVERY

5.1 Incoterms. Unless otherwise agreed in writing, all Products are sold Ex-Works (EXW) Alio's facility (Incoterms 2020). Title and risk of loss pass to Customer upon delivery to Customer's designated carrier at Alio's shipping location.

5.2 Delivery Dates. Any delivery dates provided by Alio are estimates only and are not guaranteed. Alio shall not be liable for delays in delivery caused by circumstances beyond Alio's reasonable control, including but not limited to force majeure events, carrier delays, labor disputes, or Customer's failure to provide required information or approvals in a timely manner.

a. Early Shipment. Alio may, at its discretion, ship Products up to ten (10) days prior to the scheduled delivery date. Any such early shipment shall be deemed timely and conforming, and Customer shall not reject or delay payment for Products shipped within this ten (10) day early-shipment window.

5.3 Partial Shipments. Alio reserves the right to make partial shipments and to invoice each shipment separately. Customer's obligation to pay for each partial shipment is independent of its obligations with respect to other shipments.

5.4 Force Majeure. Alio shall not be in default or liable for any delay or failure to perform resulting from causes beyond its reasonable control, including acts of God, natural disasters, pandemics, government actions, war, terrorism, labor disputes, supplier failures, or transportation disruptions. Alio shall provide prompt written notice of such events and shall use commercially reasonable efforts to resume performance as soon as practicable.

5.5 Customer Obligations. Customer shall promptly provide all information and approvals required for Alio to fulfill its obligations. Customer's failure to do so shall excuse corresponding delays by Alio and shall not relieve Customer of its payment obligations.

6. TITLE

6.1 Transfer of Title. Title to Products shall pass to Customer upon Alio's receipt of full payment for such Products. Until full payment is received, Alio retains a purchase money security interest in the Products and all proceeds thereof.

6.2 Security Interest. Customer grants Alio a security interest in all Products sold under this Agreement until such Products are fully paid for. Customer agrees to cooperate with Alio in filing any UCC financing statements or other documents necessary to perfect such security interest.

6.3 Commingling. If Products that have not been fully paid for are commingled with other goods, Alio's security interest shall attach to the commingled mass to the extent of the value of Alio's unpaid Products.

7. SHIPPING AND PACKAGING

7.1 Carrier Selection. Unless Customer specifies a carrier and account number in its purchase order, Alio will select a carrier and shipping method in its reasonable discretion. Customer shall bear all freight, insurance, and handling charges.

7.2 Packaging. Alio shall package Products in accordance with its standard commercial practices. If Customer requires special packaging, Customer shall notify Alio in writing and shall bear any additional costs.

7.3 Freight Claims. Customer is solely responsible for filing any claims with carriers for loss or damage in transit. Alio will provide reasonable cooperation in connection with freight claims upon Customer's written request.

7.4 Insurance. Customer shall be responsible for obtaining cargo insurance covering Products from the point of delivery at Alio's facility. Alio is not responsible for any loss or damage occurring during transit.

8. RETURNS

8.1 No Return Without Authorization. Customer shall not return any Products without Alio's prior written authorization, which Alio may grant or withhold in its sole discretion. All return requests must be submitted in writing within ten (10) days of receipt of the Products.

8.2 Custom and Special-Order Products. Products manufactured to Customer's specifications or otherwise customized are non-returnable and non-refundable except for documented manufacturing defects confirmed in writing by Alio.

8.3 Restocking Fee. Authorized returns of standard, non-defective Products are subject to a restocking fee of twenty-five percent (25%) of the invoiced price of the returned Products, plus Customer's responsibility for all return freight costs.

8.4 Condition of Returned Goods. Returned Products must be in original, unopened, and undamaged condition. Alio reserves the right to refuse credit or to assess additional charges for Products returned in damaged or incomplete condition.

8.5 Refund or Credit. Upon Alio's inspection and acceptance of properly returned Products, Alio may, at its election, issue a credit memo, apply credit to future invoices, or issue a refund, less applicable restocking fees.

9. LIMITED WARRANTY

9.1 Alio's Limited Warranty. Alio warrants that Products will conform to Alio's published specifications and will be free from material defects in materials and workmanship for a period of twelve (12) months from the date of shipment ("Warranty Period"), provided that such Products have been stored, installed, and used in accordance with Alio's instructions.

9.2 Exclusions. This warranty does not cover defects or damage resulting from:

• misuse, abuse, neglect, or accident;
• unauthorized modification or repair;
• use of the Product with third-party components not approved by Alio;
• failure to follow Alio's instructions or documentation;
• normal wear and tear;
• external causes such as acts of God, power fluctuations, or environmental conditions.

9.3 Warranty Claim Procedure. To make a warranty claim, Customer must:

(a) notify Alio in writing within the Warranty Period and within ten (10) days of discovering the alleged defect;

(b) provide Alio with a detailed description of the defect; and

(c) provide Alio with reasonable opportunity to inspect the allegedly defective Product.

Failure to comply with this procedure shall void the warranty.

9.4 Sole Remedy. Alio's sole obligation and Customer's exclusive remedy for a valid warranty claim shall be, at Alio's sole discretion:

(a) repair of the defective Product;

(b) replacement of the defective Product with a conforming product; or

(c) refund of the purchase price paid for the defective Product.

Alio shall have a reasonable time to perform warranty obligations after acknowledgment of a valid claim.

9.5 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 9.1, ALIO MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE (EXCEPT AS PROVIDED IN SECTION 6), OR NON-INFRINGEMENT. ALIO'S WARRANTIES DO NOT EXTEND TO THIRD-PARTY PRODUCTS OR SOFTWARE. ALL THIRD-PARTY PRODUCTS ARE PROVIDED "AS IS."

10. INDEMNIFICATION

10.1 Customer Indemnification. Customer shall defend, indemnify, and hold harmless Alio and its officers, directors, employees, agents, affiliates, successors, and permitted assigns (collectively, "Alio Indemnitees") from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) ("Losses") arising out of or related to:

(a) Customer's breach of this Agreement;

(b) Customer's negligence or willful misconduct;

(c) Customer's improper storage, mishandling, or misuse of Products or Services;

(d) Customer's violation of applicable law;

(e) any claim by a third party arising from Customer's use, modification, resale, or combination of Products with other goods or services not provided or approved by Alio;

(f) Customer's infringement of any third-party Intellectual Property Rights; or

(g) Customer's breach of any representation or warranty made in this Agreement.

10.2 Alio Indemnification. Alio shall defend, indemnify, and hold harmless Customer from and against Losses arising solely from Alio's direct infringement of a third party's U.S. patent, copyright, or trademark through the Products as delivered by Alio, provided that:

(a) Customer promptly notifies Alio in writing of the claim;

(b) Alio has sole control of the defense and settlement of the claim;

(c) Customer provides Alio with all reasonable cooperation and assistance; and

(d) the alleged infringement does not result from Customer's modification, combination, or misuse of the Products.

10.3 IP Remedy. If any Product is, or is likely to become, the subject of an infringement claim, Alio may, at its sole option and expense:

(a) procure for Customer the right to continue using the Product;

(b) modify or replace the Product to make it non-infringing while maintaining substantially equivalent functionality; or

(c) require Customer to return the Product and refund the purchase price paid, less a reasonable amount for use.

THIS SECTION 10.2 AND 10.3 STATES ALIO'S ENTIRE LIABILITY AND CUSTOMER'S SOLE AND EXCLUSIVE REMEDY FOR THIRD-PARTY IP CLAIMS.

10.4 Indemnification Procedure. The indemnified party shall:

(a) promptly notify the indemnifying party in writing of any claim;

(b) grant the indemnifying party sole control over the defense and settlement of the claim; and

(c) provide all reasonable cooperation and assistance at the indemnifying party's expense.

The indemnified party may participate in its defense at its own expense with counsel of its choice. The indemnifying party shall not settle any claim in a manner that imposes obligations or restrictions on the indemnified party without its prior written consent.

11. INSURANCE

11.1 Customer Insurance Requirements. Customer shall, at its own expense, procure and maintain throughout the term of this Agreement the following minimum insurance coverages:

(a) Commercial General Liability insurance with limits of not less than US$2,000,000 per occurrence and US$4,000,000 in the aggregate;

(b) Workers' Compensation insurance as required by applicable law and Employer's Liability insurance with limits of not less than US$1,000,000;

(c) Commercial Automobile Liability insurance with a combined single limit of not less than US$1,000,000; and

(d) Product Liability insurance with limits of not less than US$2,000,000 per occurrence, if Customer modifies, repackages, or resells Products.

11.2 Additional Insured; Certificates. Customer shall name Alio as an additional insured on its Commercial General Liability and Automobile Liability policies. Upon Alio's request, Customer shall promptly provide Alio with certificates of insurance evidencing the required coverages and endorsements.

11.3 Waiver of Subrogation. Customer shall obtain from its insurers waivers of subrogation in favor of Alio for all policies required hereunder.

11.4 Primary Coverage. Customer's insurance shall be primary and non-contributing with respect to any insurance maintained by Alio.

11.5 No Limitation. The insurance requirements set forth in this Section 11 shall not limit Customer's indemnification obligations or any other liability of Customer under this Agreement.

12. LIMITATION OF LIABILITY

12.1 Cap on Liability. IN NO EVENT SHALL ALIO'S AGGREGATE LIABILITY TO CUSTOMER FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID BY CUSTOMER TO ALIO FOR THE RELEVANT PRODUCT OR SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) US$250,000.

12.2 Exclusion of Consequential Damages. IN NO EVENT SHALL ALIO BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF DATA, LOSS OF GOODWILL, COST OF SUBSTITUTE GOODS OR SERVICES, OR BUSINESS INTERRUPTION, REGARDLESS OF THE FORM OF ACTION AND WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ALIO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.3 Exceptions. Notwithstanding Sections 12.1 and 12.2, the limitations and exclusions in those sections shall not apply to:

(a) damages arising from Customer's breach of Section 13 (Confidentiality);

(b) damages arising from Customer's infringement of Alio's Intellectual Property Rights;

(c) Customer's indemnification obligations under Section 10; or

(d) damages arising from a party's fraud or willful misconduct.

12.4 Essential Basis. THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS OF LIABILITY IN THIS SECTION 12 ARE AN ESSENTIAL ELEMENT OF THE BARGAIN BETWEEN THE PARTIES, WITHOUT WHICH ALIO WOULD NOT HAVE ENTERED INTO THIS AGREEMENT.

12.5 Mitigation. Each party shall take commercially reasonable steps to mitigate any damages it suffers.

13. CONFIDENTIALITY

13.1 Obligations. Each party ("Receiving Party") agrees to:

(a) hold in strict confidence all Confidential Information received from the other party ("Disclosing Party");

(b) use Confidential Information only as necessary to perform its obligations or exercise its rights under this Agreement;

(c) disclose Confidential Information only to its employees, contractors, and agents who have a need to know and are bound by confidentiality obligations at least as protective as those in this Section; and

(d) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

13.2 Exclusions. Confidentiality obligations do not apply to information that:

(a) is or becomes publicly known through no fault of the Receiving Party;

(b) was rightfully known to the Receiving Party prior to disclosure;

(c) is rightfully obtained from a third party without restriction; or

(d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

13.3 Required Disclosure. The Receiving Party may disclose Confidential Information if required by applicable law, court order, or regulatory requirement, provided that, to the extent permitted by law, the Receiving Party gives the Disclosing Party prior written notice and cooperates with the Disclosing Party's efforts to seek a protective order.

13.4 Term. Confidentiality obligations shall survive the termination or expiration of this Agreement for a period of five (5) years; provided that obligations with respect to trade secrets shall continue for so long as the information constitutes a trade secret under applicable law.

13.5 Remedies. The parties acknowledge that any breach of this Section 13 may cause irreparable harm for which monetary damages would be an inadequate remedy, and that Alio shall be entitled to seek equitable relief, including injunction and specific performance, without the requirement of posting bond or other security.

13.6 Return of Information. Upon termination of this Agreement or Alio's written request, Customer shall promptly return or destroy all of Alio's Confidential Information and certify in writing that it has done so.

14. PUBLICITY AND USE OF NAME

14.1 No Publicity. Customer shall not issue any press release, public announcement, or marketing communication that references Alio, this Agreement, or the Products or Services without Alio's prior written consent.

14.2 No Trademark Use. Customer shall not use Alio's name, logo, trademarks, or service marks in any manner without Alio's prior written consent, except as strictly required to identify Alio as the source of Products purchased by Customer.

14.3 Alio's Right. Alio reserves the right to identify Customer as a customer and to use Customer's name and logo in Alio's marketing materials, proposals, and website, unless Customer provides written objection within thirty (30) days of the effective date of this Agreement.

15. INTELLECTUAL PROPERTY

15.1 Alio Ownership. Alio retains all rights, titles, and interest, including all Intellectual Property Rights, in and to:

(a) all Pre-Existing IP;

(b) all Work Product;

(c) all Products (including their design, technology, and know-how); and

(d) any improvements, modifications, or derivative works of any of the foregoing, whether developed independently by Alio or jointly with Customer.

No rights in Pre-Existing IP or Work Product are transferred to Customer by this Agreement.

15.2 License to Customer. Subject to Customer's compliance with this Agreement and timely payment of all amounts due, Alio grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use the Products and any associated documentation solely for Customer's internal business purposes and in accordance with Alio's instructions and specifications. This license may be terminated by Alio immediately upon Customer's breach of this Agreement.

15.3 Restrictions. Customer shall not:

(a) reverse engineer, disassemble, decompile, or otherwise attempt to derive source code or underlying technology from any Product;

(b) modify or create derivative works of any Product;

(c) sublicense, sell, resell, transfer, or otherwise commercialize any Product in violation of this Agreement;

(d) remove or alter any proprietary notices, labels, or markings on Products; or

(e) use Products in any manner that infringes Alio's or any third party's Intellectual Property Rights.

15.4 Customer Feedback. To the extent Customer provides Alio with any feedback, suggestions, or ideas regarding the Products or Services ("Feedback"), Customer hereby assigns to Alio all right, title, and interest in such Feedback, and Alio may use such Feedback for any purpose without restriction or compensation to Customer.

15.5 Customer Indemnification for Misuse. Customer shall indemnify and hold harmless Alio Indemnitees from and against any Losses arising from Customer's unauthorized use, modification, combination, or sublicensing of any Product or from Customer's violation of Section 15.3.

15.6 Work Made for Hire. To the extent any Work Product may be considered "work made for hire" under applicable law, Customer acknowledges that any such Work Product is owned exclusively by Alio. To the extent any Work Product does not qualify as work made for hire, Customer hereby irrevocably assigns to Alio all right, title, and interest therein.

16. AUDIT RIGHTS

16.1 Alio's Right to Audit. Alio or its authorized representative shall have the right, upon at least ten (10) business days' prior written notice to Customer, to audit Customer's records and systems during normal business hours to verify Customer's compliance with this Agreement, including compliance with license restrictions, export control obligations, and payment obligations. Audits shall not occur more than once per calendar year unless Alio has reasonable cause to believe a material breach has occurred.

16.2 Cooperation. Customer shall provide Alio's auditors with reasonable access to Customer's personnel, facilities, records, and systems as necessary to conduct the audit.

16.3 Audit Findings. If an audit reveals that Customer has underpaid amounts due or has breached its obligations under this Agreement, Customer shall promptly pay any underpaid amounts, plus interest as specified in Section 3.3, and shall reimburse Alio for the reasonable costs of the audit.

17. EXPORT CONTROLS AND COMPLIANCE

17.1 Export Compliance. Customer acknowledges that Products and related technology may be subject to export control laws and regulations, including the Export Administration Regulations (EAR) and the International Traffic in Arms Regulations (ITAR), and regulations of the U.S. Department of the Treasury's Office of Foreign Assets Control (OFAC). Customer shall comply with all applicable export control laws and regulations and shall not export, re-export, transfer, or otherwise provide Products to any person, entity, or destination in violation of applicable law.

17.2 Customer Representations. Customer represents and warrants that:

(a) it is not on any U.S. government denied, restricted, or debarred party list;

(b) it will not use or permit use of Products for any purpose prohibited by applicable law, including nuclear, chemical, or biological weapons development; and

(c) it will obtain all necessary export licenses or authorizations prior to any export or re-export of Products.

17.3 Anti-Corruption. Customer represents and warrants that it has not made, offered, promised, or authorized, and will not make, offer, promise, or authorize, any payment, gift, or thing of value to any government official, political party, or candidate for political office for the purpose of influencing any act or decision in order to obtain or retain business in connection with this Agreement, in violation of the U.S. Foreign Corrupt Practices Act (FCPA) or any applicable anti-corruption law.

17.4 Conflict Minerals. Customer represents and warrants that it will comply with all applicable laws and regulations relating to conflict minerals (including Section 1502 of the Dodd-Frank Act) in connection with its use and resale of Products.

17.5 Sanctions. Customer represents and warrants that it is not located in, organized under the laws of, or controlled by a national of any country subject to a U.S. government embargo or trade sanctions program, and will not use or distribute Products in any such country.

17.6 Indemnification. Customer shall indemnify, defend, and hold harmless Alio Indemnitees from any Losses arising from Customer's violation of this Section 17.

18. ASSIGNMENT AND SUBCONTRACTING

18.1 No Assignment by Customer. Customer may not assign, transfer, delegate, or subcontract any of its rights or obligations under this Agreement without Alio's prior written consent, which Alio may grant or withhold in its sole discretion. Any purported assignment without such consent is null and void.

18.2 Alio's Right to Assign and Subcontract. Alio may, without Customer's consent, assign this Agreement or any of its rights or obligations hereunder, in whole or in part, to any affiliate or successor entity, or in connection with a merger, acquisition, or sale of all or substantially all of Alio's assets. Alio may also subcontract any portion of its performance obligations; provided that Alio shall remain responsible for the performance of any subcontractor.

18.3 Binding Effect. This Agreement shall be binding on and inure to the benefit of each party and its respective successors and permitted assigns.

19. REMEDIES

19.1 Cumulative Remedies. The rights and remedies of Alio under this Agreement are cumulative and not exclusive of any other rights or remedies that Alio may have at law or in equity.

19.2 Cancellation for Cause. Alio may cancel any accepted order or terminate this Agreement immediately upon written notice if:

(a) Customer fails to pay any amount when due and does not cure such failure within five (5) business days of written notice;

(b) Customer becomes insolvent, makes an assignment for the benefit of creditors, or has a bankruptcy petition filed against it;

(c) Customer breaches any material provision of this Agreement and does not cure such breach within fifteen (15) days of written notice; or

(d) Customer is acquired by or merged with a competitor of Alio.

19.3 Customer Cancellation. Customer may not cancel an accepted order without Alio's prior written consent. In the event of a permitted customer cancellation, Customer shall reimburse Alio for all costs and expenses incurred prior to cancellation plus a cancellation fee equal to twenty percent (20%) of the cancelled order value. Custom and special-order Products are non-cancellable after placement.

19.4 Obligation to Pay. Customer's obligation to pay amounts due to Alio shall survive any termination or cancellation of this Agreement.

20. GOVERNING LAW

20.1 California Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California, United States of America, without regard to its conflict of laws provisions. The parties expressly exclude the application of the United Nations Convention on Contracts for the International Sale of Goods (CISG).

21. DISPUTE RESOLUTION AND ARBITRATION

21.1 Informal Resolution. In the event of a dispute arising out of or relating to this Agreement, the parties shall first attempt to resolve the dispute through good-faith negotiations for a period of thirty (30) days after written notice of the dispute by one party to the other.

21.2 ICC Arbitration. If the parties are unable to resolve the dispute through informal negotiation within the thirty (30) day period, the dispute shall be finally resolved by binding arbitration administered by the International Chamber of Commerce ("ICC") in accordance with its then-current Rules of Arbitration. The arbitration shall be conducted by a sole arbitrator unless the parties agree otherwise or the ICC determines that three arbitrators are required. The seat of arbitration shall be Santa Rosa, California, USA. The language of the arbitration shall be English.

21.3 Arbitral Award. The arbitral award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. Except as required by law, neither party shall disclose the existence, content, or result of any arbitration without the prior written consent of the other party.

21.4 Costs. The costs of the arbitration, including arbitrators' fees and administrative expenses, shall be allocated by the arbitrator in the award. Each party shall bear its own attorneys' fees unless the arbitrator determines that the circumstances justify otherwise.

21.5 Interim Relief. Notwithstanding the foregoing, either party may seek emergency or interim relief from a court of competent jurisdiction pending the outcome of arbitration, including injunctive relief to prevent irreparable harm.

22. INJUNCTIVE RELIEF

22.1 Equitable Remedies. Customer acknowledges that any breach or threatened breach of Sections 13 (Confidentiality), 15 (Intellectual Property), or 17 (Export Controls) may cause Alio immediate and irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, Alio shall be entitled to seek injunctive relief, specific performance, or other equitable relief from any court of competent jurisdiction without the requirement of posting bond or other security and without waiving its right to pursue all other available legal and equitable remedies.

23. PERFORMANCE MONITORING

23.1 Reporting. Upon Alio's written request, Customer shall provide Alio with reports regarding Customer's use of Products and compliance with this Agreement, including volume usage data, any incidents related to Products, and status of required certifications or compliance programs.

23.2 Cooperation. Customer shall cooperate with Alio's reasonable requests for information and documentation to support Alio's quality assurance, compliance, and customer success programs.

23.3 Key Performance Indicators. The parties may agree in writing to specific performance indicators, milestones, or service levels for Services. Unless agreed in a separate signed writing, no service level commitments shall be implied by this Agreement.

24. GENERAL PROVISIONS

24.1 Entire Agreement. This Agreement, together with any accepted purchase orders or quotations issued by Alio, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements, representations, warranties, and understandings.

24.2 Waiver. No waiver of any right or remedy by Alio shall be effective unless in writing signed by an authorized representative of Alio. No single or partial exercise of any right or remedy shall preclude further exercise thereof.

24.3 Severability. If any provision of this Agreement is held invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall continue in full force and effect.

24.4 Notices. All notices required or permitted under this Agreement shall be in writing and delivered by:

(a) hand delivery;

(b) reputable overnight courier; or

(c) email with written confirmation of receipt,

to the address specified in the applicable purchase order or quotation.

24.5 Relationship of the Parties. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the parties.

24.6 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties and their respective successors and permitted assigns. No third party shall have any rights under this Agreement.

24.7 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Electronic signatures shall be deemed valid.

24.8 Construction. The parties agree that this Agreement shall be interpreted fairly and without presumption against the drafting party. Headings are for convenience only and do not affect interpretation.

24.9 Updates to Terms. Alio may modify or update these Terms of Sale from time to time in its discretion. Alio will provide reasonable notice of any material changes, including by posting updated Terms on its website or by other customary means, and will indicate the effective date of such updates.

Customer is responsible for reviewing the then-current Terms. Customer's acceptance of any quotation, acceptance of any quote, placement of any purchase order, or continued access to or use of Alio's products or services on or after the effective date of an update constitutes Customer's agreement to the revised Terms.

Any updates shall apply prospectively only and shall not modify or affect the terms applicable to any quotations already accepted or orders already placed prior to the effective date of such updates. Such prior transactions shall continue to be governed by the Terms in effect at the time of acceptance or order placement until completion, unless otherwise expressly agreed in writing by the parties.

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