Terms & Conditions of Sale

10.1. Buyer shall indemnify, defend, and hold harmless Seller, its Affiliates, and their respective officers, directors, and employees from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to Buyer’s purchase, use, modification, or resale of the Products, including but not limited to claims for bodily injury, property damage, or infringement of intellectual property rights, regardless of the legal theory asserted (e.g., negligence, breach of warranty, or strict liability).

11.1. All intellectual property rights in the Products, including but not limited to patents, trademarks, copyrights, and trade secrets, remain the exclusive property of Seller or its licensors.

11.2. If Products include software or firmware, Seller grants Buyer a non-exclusive, non-transferable, non-sublicensable license to use such software solely in conjunction with the Products for Buyer’s internal business purposes. Buyer shall not modify, reverse engineer, decompile, or distribute the software except as expressly permitted by applicable law.

11.3. If a third party claims that the Products infringe their intellectual property rights, Seller may, at its option, procure the right for Buyer to continue using the Products, replace or modify the Products to make them non-infringing, or refund the purchase price upon return of the Products. This is Buyer’s sole remedy for infringement claims.

11.4. Software and Firmware; EULA. All software and firmware provided with or embedded in the Products is licensed to Buyer solely pursuant to the separate Valkyrie Semiconductor End User License Agreement ("EULA"). Buyer’s installation, use, or acceptance of such software or firmware constitutes acceptance of and agreement to be bound by the EULA. The current version of the EULA is available upon request from Seller or via the B2B Portal. In the event of any conflict between these Terms and the EULA regarding software/firmware, the EULA shall control with respect to licensing and use of the software/firmware.

12.1. Buyer shall comply with all applicable export control laws and regulations, including but not limited to the U.S. Export Administration Regulations (EAR) and International Traffic in Arms Regulations (ITAR).

12.2. Buyer shall not export, re-export, or transfer the Products in violation of such laws and shall provide Seller with any requested end-user or import documentation. Upon reasonable request, Seller will provide the applicable ECCN or USML classification for the Products.

12.3. Seller may suspend or terminate deliveries if export licenses are required or restricted, without liability. Buyer is solely responsible for obtaining any required import licenses, permits, or authorizations in the destination country and for flowing down applicable export restrictions to any end-users or downstream recipients.

12.4. Buyer represents that it is not located in, or a national of, any country subject to comprehensive U.S. sanctions or on any denied party list, and that the Products will not be used for any prohibited end-use.

13.1. Seller shall not be liable for any delay or failure to perform due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, labor disputes, government actions, supplier delays, or natural disasters.

13.2. In such events, Seller may, at its option, cancel the affected Order or extend the time for performance without liability.

14.1. During the term of any Order and for six (6) months thereafter, neither party shall solicit for employment any employee of the other party without prior written consent.

14.2. In the event of a breach, the breaching party shall pay the other party liquidated damages equal to three (3) times the employee’s gross monthly compensation for the last full month of employment, which the Parties agree represents a reasonable estimate of the recruiting, training, lost productivity, and other costs and damages resulting from such breach. This amount is not a penalty.

15.1. If Services are provided, the following terms apply:

a) Service schedules are fixed upon Order acceptance and may only be changed with Seller’s written approval.

b) Services may be rescheduled within ninety (90) days of the original date, subject to Seller’s availability.

c) Cancellation of Services incurs a fee equal to sixty percent (60%) of the Service price plus any non-recoverable travel expenses.

d) Buyer shall provide all necessary tools, equipment, and site conditions for Services, including utilities and a safe working environment.

e) Delays due to Buyer’s failure to provide required materials or conditions will incur additional fees, quoted and approved in advance.

16.1. All travel expenses related to Services, including airfare, lodging, transportation, and per diem, shall be invoiced to Buyer at actual cost. Copies of receipts shall be provided upon request.

17.1. Customer property held by Seller for evaluation or repair shall be retained for a maximum of ninety (90) days. If unclaimed, Seller will attempt to obtain return authorization from Buyer.

17.2. If Buyer does not authorize return or respond, the property shall be deemed abandoned, and Seller may dispose of it at its discretion, with all rights and title forfeited.

18.1. Buyer may cancel an Order only with Seller’s prior written consent and upon payment of a cancellation fee equal to twenty-five percent (25%) of the total Order value, unless otherwise agreed.

18.2. For Custom Products (including made-to-order or specially configured items), Orders are generally non-cancelable once Seller has commenced procurement of materials, components, or production. In such cases, cancellation fees may include all non-recoverable costs incurred by Seller plus a reasonable profit margin.

18.3. Rescheduling of Orders requires Seller’s consent and may incur a rescheduling fee of five percent (5%) of the Order value if requested less than ninety (90) days before the scheduled delivery date.

19.1. Buyer shall provide a suitable installation site for the Products, including necessary utilities and environmental conditions as specified by Seller.

19.2. Buyer shall operate the Products in accordance with Seller’s instructions and shall not modify or alter the Products without Seller’s prior written consent. Buyer is responsible for maintaining the confidentiality and security of any B2B Portal login credentials and for all activity under its account.

19.3. Failure to comply with these obligations voids any warranty claims and may result in additional costs to Buyer or suspension of Portal access.

20.1. These Terms shall be governed by and construed in accordance with the laws of the State of Arizona, without regard to its conflict of laws principles.

20.2. Any disputes arising out of or relating to these Terms or the Products shall be resolved exclusively in the state or federal courts located in Maricopa County, Arizona, and Buyer irrevocably consents to the jurisdiction and venue of such courts.

20.3. The prevailing party in any action to enforce these Terms shall be entitled to recover its reasonable attorneys’ fees and costs.

21.1. Entire Agreement: These Terms (together with any accepted Quotation and the EULA for software/firmware) constitute the entire agreement between Seller and Buyer regarding the sale of Products and Services, superseding all prior agreements, understandings, or representations, whether written or oral.

21.2. Amendment: These Terms may be amended only by a written instrument signed by an authorized representative of Seller, or as provided in Section 21.7.

21.3. Severability: If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

21.4. Assignment: Neither party may assign its rights or obligations under these Terms without the prior written consent of the other party, except that Seller may assign to an Affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets.

21.5. Waiver: The failure of either party to enforce any provision of these Terms shall not constitute a waiver of such provision or of the right to enforce it in the future.

21.6. Compliance with Laws: Buyer shall comply with all applicable laws, regulations, and industry standards in connection with the purchase, use, and disposal of the Products, including but not limited to environmental, health, and safety laws.

21.7. Modifications to Terms: Seller reserves the right to modify these Terms at any time. Non-material modifications (e.g., contact information, formatting, or clarification of existing terms) are effective upon notice to Buyer (including posting on the B2B Portal or Seller’s website). Material modifications will be effective thirty (30) days after written notice or prominent posting on the B2B Portal or Seller’s website, unless Buyer objects in writing within such thirty (30) day period. Buyer’s continued submission of Orders or use of the B2B Portal after the effective date constitutes acceptance of the modified Terms. Seller will use reasonable efforts to highlight material changes.

21.8. Relationship of Parties: The parties are independent contractors, and nothing in these Terms shall be construed as creating a partnership, joint venture, agency, or employment relationship.

21.9. Notices: All formal notices, claims, requests for RMA, or other communications under these Terms shall be in writing and deemed delivered when: (a) personally delivered, (b) sent by confirmed email to the addresses designated by the parties (including Portal account email), or (c) three (3) business days after being sent by certified mail, return receipt requested, to Valkyrie Semiconductor LLC at 1438 W Broadway, Suite #101, Tempe, AZ 85282-1173 (or such other address as Seller may designate in writing) or to Buyer at the address or email associated with its account or Order. Either party may update its notice address via written notice or Portal settings.

21.10. Confidentiality: Buyer shall maintain the confidentiality of all non-public information received from Seller in connection with Quotations, Orders, the B2B Portal, or otherwise, including without limitation pricing, discounts, quotations, commercial terms, technical specifications, drawings, processes, and business information (“Confidential Information”). Information made available to Buyer through the B2B Portal shall be deemed Confidential Information. Buyer shall not disclose Confidential Information to any third party without Seller’s prior written consent and shall use it solely for purposes of evaluating or performing under the applicable Order. This obligation shall survive termination of these Terms for a period of three (3) years. Confidential Information does not include information that: (i) is or becomes publicly available through no fault of Buyer; (ii) was rightfully in Buyer’s possession prior to disclosure by Seller without confidentiality obligations; or (iii) is independently developed by Buyer without use of Seller’s Confidential Information.

21.11. Insurance: Buyer shall, at its own expense, maintain property insurance covering the full replacement value of the Products and commercial general liability insurance with limits of not less than $1,000,000 per occurrence / $2,000,000 aggregate, naming Seller as an additional insured where appropriate, from the time risk of loss passes to Buyer until full payment is received by Seller. Upon request, Buyer shall provide certificates of insurance evidencing such coverage.

21.12. Survival: The following sections shall survive the termination or expiration of any Order or these Terms: Sections 5 (Security Interest), 8 (Limited Warranty, to the extent applicable), 9 (Limitation of Liability), 10 (Indemnity), 11 (Intellectual Property), 12 (Export Controls), 14 (Mutual Non-Solicitation), 17 (Customer Property), 20 (Governing Law), 21.9 (Notices), 21.10 (Confidentiality), 21.11 (Insurance), 21.12 (Survival), 21.13 (No Third-Party Beneficiaries), and 21.14 (Electronic Acceptance).

21.13. No Third-Party Beneficiaries: These Terms are for the sole benefit of the parties and their permitted successors and assigns. Nothing in these Terms confers upon any other person or entity any legal or equitable right, benefit, or remedy of any nature.

21.14. Electronic Acceptance and B2B Portal: Orders placed, Quotations accepted, or agreements made via the B2B Portal, email, electronic signature platforms (including DocuSign or similar), or by clicking acceptance buttons on the Portal or website are fully binding and constitute valid acceptance of these Terms. Buyer is responsible for the accuracy of all information submitted through the Portal and for maintaining the security of its account credentials. Seller may require periodic re-acceptance of these Terms or updated versions to maintain Portal access. Seller reserves the right to modify Portal features, suspend accounts, or change access requirements at its discretion.