BYLT LLC PURCHASE ORDER TERMS AND CONDITIONS

1. Applicability

(a)     Purchase Order. These Terms govern any purchase order issued by BYLT to which these Terms are attached or referenced (the "Purchase Order"). The issuance of the Purchase Order to the party identified as Vendor in the Purchase Order (the "Seller") is an offer by BYLT for the purchase of goods (the “Goods”) and/or services (the “Services”) as specified in the Purchase Order from Seller in accordance with and subject to these Terms. These Terms together with the terms of the Purchase Order are referred to herein as the "Agreement".

(b)     Repaired or Replacement Goods. These Terms apply to any repaired or replacement Goods provided by Seller hereunder.

(c)     Purchase Obligations. BYLT is not obligated to any minimum purchase or future purchase obligations under the Agreement.

2. Acceptance

The Agreement is not binding on BYLT until Seller accepts the Agreement by providing a written confirmation to BYLT (email acceptable), signing and returning the Purchase Order, or starting performance in accordance with the Agreement. BYLT may withdraw the Agreement at any time before it is accepted by Seller.

3. Delivery of Goods & Services

(a)     Delivery Date. Subject to Section 4, Seller shall deliver the Goods in the quantities and on the date(s) specified in the Purchase Order; if no delivery date is specified in the Purchase Order, Seller shall deliver the Goods within 120 days of BYLT's issuance of the Purchase Order (the "Delivery Date"). Timely delivery of the Goods is of the essence. If Seller fails to deliver the Goods in full on the Delivery Date, BYLT, in its sole option, may: (a) agree in writing to a different Delivery Date; or (b) terminate the Agreement immediately, without liability to Seller, by providing written notice to Seller, and Seller shall indemnify BYLT against any losses, claims, damages, and reasonable costs and expenses attributable to Seller's failure to deliver the Goods on the Delivery Date. BYLT has the right to return any Goods delivered prior to the Delivery Date at Seller's expense, and Seller shall redeliver such Goods on the Delivery Date.

(b)     Delivery Point. The Seller shall deliver the Goods to the address specified in the Purchase Order (the "Delivery Point") during BYLT's normal business hours or as otherwise instructed by BYLT.

(c)     Performance of Services. Seller shall provide the Services to BYLT as described and in accordance with the dates or schedule set forth on the Purchase Order and in accordance with these Terms.

4. Shipping Terms

Delivery shall be made at the Delivery Point in accordance with the terms in the Purchase Order.

(a)     Title. Title passes to BYLT upon delivery of the Goods to the Delivery Point. Seller bears all risk of loss or damage to the Goods until delivery of the Goods to the Delivery Point.

(b)     Shipping Instructions. Seller shall be responsible for arranging the shipping of the Goods to BYLT according to BYLT's instructions or, if there are no instructions, in a manner sufficient to ensure that the Goods are timely delivered in undamaged condition and in compliance with the terms and conditions of the Agreement, industry standard, and applicable law. Seller shall pay all costs of carriage and insuring the Goods in transit to the Delivery Point. Unless otherwise specified in the Purchase Order, the Price (defined below) includes all insurance, customs duties, packaging, and transportation costs to the Delivery Point.

(c)     Shipping Documentation. Seller shall give written notice of shipment to BYLT when the Goods are delivered to a carrier for transportation. Seller shall provide BYLT all shipping documents, including, but not limited to, the commercial invoice, packing list, bill of lading, and any other documents necessary to release the Goods to BYLT within 5 business days after Seller delivers the Goods to the transportation carrier. The Purchase Order number must appear on all shipping documents, shipping labels, bills of lading, invoices, correspondence, and any other documents pertaining to the Agreement.

(d)     Partial Shipments. Unless otherwise specified in the Purchase Order or as may be approved in writing by BYLT, Seller may not make partial shipments of Goods to BYLT.

(e)     Packaging Compliance. All goods shall be packed for shipment in accordance with applicable law and industry standards and according to BYLT's instructions or, if there are no instructions, in a manner sufficient to ensure that the Goods are delivered in undamaged condition. Seller must provide BYLT prior written notice if it requires BYLT to return any packaging material. Any return of such packaging material shall be made at Seller's expense.

(f)     Quantity. If Seller delivers more than the quantity of Goods ordered, BYLT may reject any or all excess Goods. Any such rejected Goods shall be returned to Seller at Seller's risk and expense. The total Price (as defined below) for the Goods shall be adjusted on a pro rata basis to include any excess Goods not rejected by BYLT. Seller shall in no event deliver to BYLT less than the quantity of Goods ordered except with BYLT's express prior written consent, which may be withheld in BYLT's discretion.

5. Inspection and Rejection of Nonconforming Goods.

BYLT has the right to inspect the Goods on or after the Delivery Date. BYLT, at its sole option, may inspect all or a sample of the Goods, and may reject all or any portion of the Goods if it determines the Goods are damaged, defective, or otherwise nonconforming. If BYLT rejects any portion of the Goods, BYLT has the right, at its sole option and effective upon written notice to Seller, to: (a) terminate the Agreement in its entirety, without liability to Seller; (b) accept the Goods at a reasonably reduced price; or (c) require replacement of the rejected Goods. If BYLT requires replacement of the Goods, Seller shall, at its risk and expense, promptly replace the rejected Goods and pay for all related expenses, including, but not limited to, transportation charges for the return of the rejected Goods and the delivery of replacement Goods. If Seller fails to timely deliver replacement Goods, BYLT may replace them with goods from a third party and charge Seller the cost thereof and terminate the Agreement for cause pursuant to Section 14. Any exercise by BYLT of its rights and remedies under this Section shall not reduce Seller's obligations or BYLT's rights and remedies under the Agreement or applicable law, and BYLT shall have the right to conduct further inspections after Seller has carried out any remedial actions.

6. Pricing and Payment Terms; Setoff

(a)     Price. The price of the Goods and Services is the price stated in the Purchase Order (the "Price"). If no price is included in the Purchase Order, the Price shall be the price set out in Seller's published price list in force as of the date of the Agreement. Unless otherwise specified in the Agreement, the Price includes all fees and applicable taxes, including, but not limited to, all sales, use or excise taxes. No increase in the Price is effective, whether due to increased material, labor, or transportation costs or otherwise, without the prior written consent of BYLT.

(b)     Payment Terms. Seller shall issue an invoice to BYLT on or any time after the completion of delivery and only in accordance with these Terms. BYLT shall pay all properly invoiced and undisputed amounts due to Seller within the timeframe listed on the applicable Purchase Order. In the event of a payment dispute, BYLT shall deliver a written statement to Seller no later than thirty (30) days prior to the date payment is due on the disputed invoice listing all disputed items and providing a reasonably detailed description of each disputed item. Amounts not so disputed are deemed accepted and must be paid, notwithstanding disputes on other items, within the period set forth in this Section. The parties shall seek to resolve all such disputes expeditiously and in good faith. Seller shall continue performing its obligations under the Agreement notwithstanding any such dispute.

(c)     Setoff. Without prejudice to any other right or remedy it may have, BYLT reserves the right to set off at any time any amount owing to it by Seller against any amount payable by BYLT to Seller.

7. Seller’s Obligations

Seller Shall:

(a)     meet or exceed BYLT's quality standards for the Goods as adopted by BYLT from time to time, and which are provided by BYLT to Seller in writing. At BYLT's request, Seller shall furnish to BYLT test samples of Goods as reasonably required by BYLT to determine if their manufacture is in accordance with the specifications furnished by BYLT and BYLT's quality and compliance standards. Seller shall perform quality inspections of Goods before delivery and shall certify inspection results in the manner requested by BYLT. If the Goods are found by BYLT, in BYLT's reasonable discretion, to be in compliance with BYLT's quality and compliance standards for such Goods, subject to audit by BYLT, BYLT will promptly reimburse Seller for Seller's reasonable, out-of-pocket costs incurred in complying with this Section;

(b)     upon BYLT's request, promptly provide to BYLT, in such form and detail as BYLT requests, a complete and accurate list of all materials incorporated in the Goods, the amount of such materials, and information concerning any changes in or additions to such materials. For each shipment of Goods, Seller shall provide BYLT, in writing, sufficient advance warning and notice (in addition to including appropriate labels on Goods, containers, and packing) of any hazardous or restricted material that is an ingredient or a part of the shipment, together with such special handling instructions as may be necessary to advise logistics providers, handlers of the Goods and personnel of how to exercise that measure of care and precaution that will comply with any applicable laws and prevent bodily injury or property damage in the handling, transportation, processing, use or disposal of the Goods, containers, and packing;

(c)      provide reasonable support as requested by BYLT to promptly address and correct quality concerns. In addition to its other rights and remedies, BYLT may hold Seller responsible for costs associated with quality-issue investigation and containment to the extent caused by Seller's acts or omissions;

(d)      before the date on which the Services are to start, obtain, and at all times during the term of the Agreement, maintain, all necessary licenses and consents and comply with all relevant laws applicable to the provision of the Services;

(e)      comply with all rules, regulations and policies of BYLT, including security procedures concerning systems and data and remote access thereto, building security procedures, and general health and safety practices and procedures;

(f)      maintain complete and accurate records relating to the provision of the Services under the Agreement, including records of the time spent and materials used by Seller in providing the Services in such form as BYLT shall approve. During the term of the Agreement, upon BYLT's written request, Seller shall allow BYLT to inspect and make copies of such records and interview Seller personnel in connection with the provision of the Services;

(g)      obtain BYLT's written consent prior to entering into agreements with or otherwise engaging any person or entity, including all subcontractors and affiliates of Seller, other than Seller's employees, to provide any Services to BYLT (each such approved subcontractor or other third party, a "Permitted Subcontractor”). BYLT's approval shall not relieve Seller of its obligations under the Agreement, and Seller shall remain fully responsible for the performance of each such Permitted Subcontractor and its employees and for their compliance with all of these Terms as if they were Seller's own employees. Nothing contained in these Terms shall create any contractual relationship between BYLT and any Seller subcontractor or supplier;

(h)      require each Permitted Subcontractor to be bound in writing by the confidentiality provisions of these Terms;

(i)      ensure that all persons, whether employees, agents, subcontractors, or anyone acting for or on behalf of the Seller, are properly licensed, certified or accredited as required by applicable law and are suitably skilled, experienced and qualified to perform the Services;

(j)      ensure that all of its equipment used in the provision of the Services is in good working order and suitable for the purposes for which it is used, and conforms to all relevant legal standards and standards specified by BYLT; and

(k)      keep and maintain any BYLT equipment in its possession in good working order and shall not dispose of or use such equipment other than in accordance with BYLT's written instructions or authorization.

8. Change Orders; Modifications

(a)      Change Orders. BYLT may at any time, by written instructions and/or drawings issued to Seller (each a "Change Order”), order changes to the applicable Purchase Order. Seller shall within five (5) days of receipt of a Change Order submit to BYLT a firm cost proposal for the Change Order. If BYLT accepts such cost proposal, Seller shall proceed with the changed goods or services subject to the cost proposal and the terms and conditions of the Agreement. Seller acknowledges that a Change Order may or may not entitle Seller to an adjustment in the Seller's compensation or the performance deadlines under the Agreement.

(b)      Amendment and Modification to the Terms. No change to these Terms is binding upon BYLT unless it is in writing, specifically states that it amends these Terms, and is signed by an authorized representative of BYLT.

9. Warranties

(a)      Seller represents, warrants, and covenants to BYLT that:

    (i)     for a period of 6 months from the Delivery Date, all Goods will: (i) be free from any defects in workmanship, material, and design; (ii) conform to applicable specifications, drawings, designs, samples, and other requirements specified by BYLT; (iii) be fit and safe for their intended purpose and operate as intended; and (iv) be merchantable;

    (ii)     no claim, lien, or action exists or is threatened against Seller that would interfere with BYLT's use or sale of the Goods;

    (iii)     the Goods do not and will not infringe or misappropriate any third party's patent or other intellectual property rights; and

    (iv)     BYLT will receive good and valid title to the Goods, free and clear of all encumbrances and liens of any kind.

These warranties survive any delivery, inspection, acceptance, or payment of or for the Goods by BYLT.

(b)     Seller warrants to BYLT that it shall perform the Services using personnel of required skill, experience and qualifications and in a professional and workmanlike manner in accordance with best industry standards for similar services and shall devote adequate resources to meet its obligations under the Agreement; and

(c)      The warranties set forth in this Section 9 are cumulative and in addition to any other warranty provided by law or equity. Any applicable statute of limitations runs from the date of BYLT's discovery of the noncompliance of the Goods or Services with the foregoing warranties. If BYLT gives Seller notice of noncompliance with this Section, in addition to other remedies available to BYLT under the Agreement or at law or equity, Seller shall, at its own cost and expense, (i) promptly replace the defective or nonconforming Goods and pay for all related expenses, including, but not limited to, transportation charges for the return of the defective or nonconforming goods to Seller and the delivery of replacement Goods to BYLT, and, if applicable, (ii) correct or re-perform the applicable Services.

10. Indemnification

(b)      General Indemnification. Seller shall defend, indemnify, and hold harmless BYLT, its subsidiaries, affiliates, successors or assigns, and each of their directors, officers, shareholders, managers, members, advisors, employees (collectively, ”Indemnitees") against any and all loss, injury, death, damage, liability, claim, deficiency, action, judgment, interest, award, penalty, fine, cost, or expense, including, but not limited to, reasonable attorney and professional fees and costs and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers (collectively, ”Losses"), arising out of or occurring in connection with the Goods and Services purchased from Seller or Seller's negligence, willful misconduct, or breach of the Agreement. Seller shall not enter into any settlement without BYLT's or, as applicable, another Indemnitee's prior written consent.

(c)      Intellectual Property Indemnification. Seller shall, at its expense, defend, indemnify, and hold harmless BYLT and any other Indemnitee against any and all Losses arising out of or in connection with any claim that BYLT's or such Indemnitee's use or possession of the Goods or provision of the Services infringes or misappropriates the patent, copyright, trade secret, or other intellectual property right of any third party. In no event shall Seller enter into any settlement without BYLT's or, as applicable, another Indemnitee's prior written consent.

11. Insurance

During the term of the Agreement, Seller shall, at its own expense, maintain and carry insurance in full force and effect which includes, but is not limited to, commercial general liability (including but not limited to product liability) with limits no less than $1,000,000 for each occurrence and $3,000,000 in the aggregate with financially sound and reputable insurers. Upon BYLT's request, Seller shall provide BYLT with a certificate of insurance from Seller's insurer evidencing the insurance coverage specified in this Section. The certificate of insurance shall name BYLT as an additional insured. Seller shall provide BYLT with thirty (30) days' advance written notice in the event of a cancellation or material change in Seller's insurance policy. Except where prohibited by law, Seller shall require its insurer to waive all rights of subrogation against BYLT's insurers, BYLT, and any other Indemnitees.

12. Compliance with Laws

(a)      All Applicable Laws. Seller is in compliance with and shall comply with all applicable laws, regulations, and ordinances.

(b)      Permits, Licenses, and Authorizations. Seller has and shall maintain in effect all the licenses, permissions, authorizations, consents, and permits that it needs to carry out its obligations under the Agreement, including any permits required for the import of Goods or any raw materials and other manufacturing parts used in the production and manufacture of the Goods, and the shipment of hazardous materials, as applicable.

(c)      Export and Import Laws. Seller shall comply with all export and import laws of all countries involved in the sale of the Goods under the Agreement or any resale of the Goods by Seller. Seller assumes all responsibility for shipments of Goods requiring any government import clearance. BYLT may terminate the Agreement if any governmental authority imposes antidumping or countervailing duties or any other penalties on Goods.

(d)      Packaging and Labeling. Upon BYLT's request, Seller shall provide BYLT with (a) written certification of Seller's compliance with applicable laws, regulations, and ordinances; (b) written certification of the origin of any ingredients or materials in the Goods; and (c) any additional information regarding the Goods requested by BYLT such that BYLT may comply in a timely manner with its obligations under applicable laws.

(e)      Product Compliance. Seller represents and warrants that all Goods comply and will comply with all applicable federal, state, and local laws, codes, statutes, ordinances, rules, regulations, and requirements of any applicable jurisdiction, and orders of any governmental or regulatory authority, including but not limited to the California Safe Drinking Water and Toxic Enforcement Act of 1986 ("Proposition 65"), the Consumer Product Safety Act of 1972 (as amended by the Consumer Product Safety Improvement Act of 2008), the Magnuson-Moss Warranty-Federal Trade Commission Improvement Act, the Fair Packaging and Labeling Act, the Textile Fiber Products Identification Act, the Flammable Fabrics Act, the Wool Products Labeling Act, the Federal Hazardous Substances Act, the Energy Policy and Conservation Act and any amendments thereto, all applicable rules and regulations regarding maximum volatile organic compound content and associated markings, and all applicable rules and regulations of any federal, state, or local agency.

(f)      Labor Laws. Seller is in compliance with and will comply with all laws, rules, and regulations relating to employment and employment practices, terms and conditions of employment, and wages and hours. Seller is not engaged in and will not engage in any unfair labor practice or unlawful employment practice.

(g)     Forced Labor.

    (i)      Seller shall not and shall ensure that its Permitted Subcontractors involved in the production or manufacture of the Goods do not, use any form of convict, indentured, or forced labor, including forced or indentured child labor or labor of North Korean citizens or nationals (”Forced Labor”) at any stage of the production or manufacturing process for the Goods or any of its components.

    (ii)      Seller agrees to provide with each shipment of the Goods a certificate in form and substance satisfactory to BYLT, signed by Seller's duly authorized representative, certifying that Forced Labor was not used at any stage of the production or manufacturing process for the Goods or any of its components. Upon BYLT's request, Seller shall also obtain such certificates from its Permitted Subcontractors and provide a copy of such certificates to BYLT.

    (iii)      BYLT or its third-party auditor has the right to conduct announced or unannounced on-site inspections of Seller's facilities and any other facilities used in connection with the production or manufacture of the Goods and audit all pertinent books and records to (a) verify Seller's compliance with Section 12(g)(i), or (b) conduct an investigation into the suspected use of Forced Labor by Seller or any of its Permitted Subcontractors. Seller shall provide BYLT or its auditors access to all of Seller's and its Permitted Subcontractors' facilities and books and records necessary to conduct such inspections or investigations and shall cooperate in all other respects with any investigation by BYLT into the suspected use of Forced Labor.

    (iv)      Without impacting Seller's obligation to comply with Section 12(g)(i), Seller shall maintain in effect a program of monitoring and auditing its Permitted Subcontractors to ensure that they do not use Forced Labor in the manufacture or production of the Goods at any time, including in the production of raw materials or component parts for the Goods. Seller shall conduct regular inspections of its Permitted Subcontractors to ensure compliance with the requirements of Section 12(g)(i).

    (v)      If BYLT determines that Seller is in violation of the terms of this Section 12(g), in addition to any other rights and remedies BYLT may have under the Agreement or at law or in equity, BYLT shall have the right to: (a) immediately cancel the affected purchases and terminate the Agreement without any liability or further obligation to Seller; or (b) require Seller to implement corrective measures in accordance with a corrective action plan approved by BYLT within the time set forth in the corrective action plan. BYLT shall have the right to suspend or cancel purchases while Seller implements corrective measures. If Seller does not implement corrective measures in accordance with the corrective action plan to the satisfaction of BYLT within the required time period, then BYLT may immediately cancel the affected purchases and terminate the Agreement without any liability or further obligation to Seller.

13. Termination

BYLT may terminate the Agreement, in whole or in part, at any time with or without cause for undelivered Goods or Services on five (5) days' prior written notice to Seller. In addition to any other remedies that may be provided under these Terms or otherwise, BYLT may terminate the Agreement with immediate effect upon written notice to the Seller if Seller has not performed or complied with the Agreement, in whole or in part. If the Seller becomes insolvent, is generally unable to pay, or fails to pay, its debts as they become due, files a petition for bankruptcy, or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors, then BYLT may terminate the Agreement upon written notice to Seller. If BYLT terminates the Agreement for any reason, Seller's sole and exclusive remedy is payment for the Goods received and accepted and Services accepted by BYLT prior to the termination.

14. Resourcing Cooperation

Upon the expiration or earlier termination of this Agreement for any reason, to the extent requested by BYLT in writing, Seller will take the following actions and such other actions as may be reasonably required by BYLT to transition production of Goods from Seller to an alternative seller without production disruptions:

(a)     manufacture, deliver, and sell to BYLT a sufficient inventory bank of Goods to ensure that the transition will proceed smoothly and without interruption or delay to BYLT's or BYLT's customers' production of products incorporating the Goods, with pricing equivalent to the pricing in effect immediately before expiration or termination;

(b)     sell to BYLT, at Seller's actual cost, any or all work-in-process and any raw-materials inventory relating to this Agreement and any outstanding Purchase Orders; and

(c)     sell to BYLT any or all finished Goods.

15. Confidentiality

All non-public, confidential, or proprietary information of BYLT, including, but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts, or rebates, disclosed by BYLT to Seller, whether disclosed orally or disclosed or accessed in written, electronic, or other form or medium, and whether or not marked, designated, or otherwise identified as "confidential," in connection with the Agreement is confidential, may only be used for the purpose of performing the Agreement and may not be disclosed unless authorized by BYLT in writing. Upon BYLT's request, Seller shall promptly return all documents and other materials received from BYLT. BYLT shall be entitled to injunctive relief for any violation of this Section. This Section shall not apply to information that is: (a) in the public domain; (b) known to the Seller at the time of disclosure; or (c) rightfully obtained by the Seller on a non-confidential basis from a third party.

16. Miscellaneous Legal Terms

(a)      Entire Agreement. The Agreement, together with any documents incorporated by reference, constitutes the sole and entire agreement of the parties with respect to the Agreement, and supersedes all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral, with respect to the subject matter of the Agreement. The Agreement expressly limits Seller's acceptance to the terms of the Agreement. The Agreement's terms and conditions prevail over any terms or conditions contained in any other documentation and expressly exclude any of Seller's general terms and conditions of sale or any other document issued by Seller in connection with the Agreement.

(b)     Waiver. No waiver by BYLT of any of the provisions of the Agreement is effective unless explicitly set forth in writing and signed by BYLT. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from the Agreement operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

(c)     Force Majeure. No party shall be liable or responsible to the other party, or be deemed to have defaulted under or breached the Agreement, for any failure or delay in fulfilling or performing any term of the Agreement (except for any obligations to make payments to the other party hereunder), when and to the extent such party's (the "Impacted Party”) failure or delay is caused by or results from the following force majeure events ("Force Majeure Event(s)”): ( acts of God; ( flood, fire, earthquake, pandemic, epidemic, or explosion; ( war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; ( government order, law, or action; ( embargoes or blockades in effect on or after the date of the Agreement; ( national or regional emergency; ( strikes, labor stoppages or slowdowns or other industrial disturbances; and ( shortage of adequate power or transportation facilities. The Impacted Party shall give notice within ten (10) days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party’s failure or delay remains uncured for a period of thirty (30) consecutive days following written notice given by it under this Section, the other party may thereafter terminate the Agreement upon five (5) days' written notice.

(d)     Assignment. Seller shall not assign, transfer, delegate, or subcontract any of its rights or obligations under the Agreement without the prior written consent of BYLT. Any purported assignment or delegation in violation of this Section shall be null and void. No assignment or delegation shall relieve the Seller of any of its obligations hereunder. BYLT may at any time assign, transfer, delegate, or subcontract any or all of its rights or obligations under the Agreement without Seller's prior written consent.

(e)     Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in the Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

(f)     No Third-Party Beneficiaries. The Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns, and nothing in the Agreement, express or implied, is intended to or shall confer upon any other individual or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of the Agreement.

(g)     Choice of Law. All matters arising out of or relating to the Agreement, whether sounding in contract, tort, or statute, shall be governed by and construed in accordance with the internal laws of the State of State of California, (including its statutes of limitations and choice of law statute), without giving effect to any choice or conflict of law provision or rule (whether of the State of State of California or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of State of California.

(h)      Choice of Forum. Each party irrevocably and unconditionally agrees that it will not commence any action, litigation, or proceeding of any kind whatsoever against the other party in any way arising from or relating to the Agreement, including all exhibits, schedules, attachments, and appendices attached to the Agreement, and all contemplated transactions, including contract, equity, tort, fraud, and statutory claims, in any forum other than the United States District Court for the Central District of California or, if such court does not have subject matter jurisdiction, the courts of the State of State of California sitting in Los Angeles County, and any appellate court from any thereof. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees to bring any such action, litigation, or proceeding only in the United States District Court for the Central District of California or, if such court does not have subject matter jurisdiction, the courts of the State of State of California sitting in Los Angeles County. Each party agrees that a final judgment in any such action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

(i)      Cumulative Remedies. The rights and remedies under the Agreement are cumulative and not exclusive, and the exercise by either party of any right or remedy does not preclude the exercise of any other rights or remedies that may now or subsequently be available at law, in equity, by statute, in any other agreement between the parties, or otherwise. Notwithstanding the foregoing, the parties intend that, if BYLT terminates the Agreement in accordance with Section 13, Seller's sole and exclusive remedy is the right to payment for the Goods received and accepted.

(j)      Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a ”Notice") shall be in writing and addressed to the parties at the addresses set forth in the Purchase Order or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), email (with confirmation of receipt), or certified or registered mail (return receipt requested, postage prepaid). Except as otherwise provided in the Agreement, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.

(k)      Severability. If any term or provision of the Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of the Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

l)      Survival. Subject to the limitations and other provisions of the Agreement: (a) the representations and warranties of the parties contained in the Agreement shall survive its expiration or earlier termination; and (b) the following provisions, as well as any other provision that, in order to give proper effect to its intent, should survive such expiration or termination, shall survive the expiration or earlier termination of the Agreement: Setoff, Warranties, General Indemnification, Intellectual Property Indemnification, Insurance, Compliance with Laws, Confidentiality, Choice of Law, Choice of Forum, and Survival.