Luminex Terms and Conditions of Sale

1. Acceptance - By accepting delivery of the Luminex system or components (“System”), including the software provided by Seller (“Software”), and/or fluorescently-dyed microsphere beads provided by Seller (“Beads,” and collectively with the System and Software, the “Products” and individually, a “Product”), you agree to be bound by and accept these terms and conditions and to remit the total charges for the Products (the “Purchase Price”) to Luminex Corporation (the “Seller”). This invoice (or acknowledgement) (this “Contract”) expressly rejects or supersedes any inconsistent prior or contemporaneous terms and conditions regarding the Products delivered in accordance herewith.

2. Changes – This Contract may not be amended except by written agreement signed by both you and an authorized representative of Seller. Any attempt to amend this document or to submit an order for Products which contains additional or altered terms and conditions without such written agreement will be null and void; provided, however, if your order requires expedited service, applicable overtime charges will be added to the Purchase Price. This Contract may not be cancelled unless expressly approved in writing by Seller. In event of cancellation, you agree to pay cancellation charges (as determined by Seller), including, but not limited to, all costs resulting from your cancellation of this Contract. Seller’s reasonable determination of such costs shall be conclusive and binding on the parties hereto.

3. Security Interest - You hereby grant to Seller, and Seller hereby reserves, a security interest in the Products and in the proceeds of any sale or lease of the Products to secure your obligation to pay the Purchase Price. You agree to cooperate in all respects in order that Seller may perfect such security interest. Seller shall release the security interest upon payment in full of the Purchase Price.

4. Delivery, claims, delays - All sales are F.O.B. Seller’s shipping point unless otherwise prominently noted. All shipping, handling, insurance and other similar costs will be added to the Purchase Price. Title to Products passes to you upon shipment from Seller’s facility. You are responsible for any loss or damage that occurs during shipping. Seller reserves the right to make delivery in installments, all such installments to be separately invoiced and paid for when due per invoice, without regard to subsequent deliveries. Delay in delivery of any installment shall not relieve you of your obligation to accept any remaining deliveries.

You must examine the Products when you receive them. If any Product is damaged or missing, you must notify Seller in writing within five days of receipt of delivery. If you fail to notify Seller within this time period, you will be considered to have irrevocably accepted the delivered Products as conforming.

Products may not be returned for credit except with Seller’s permission, and then only in strict compliance with Seller’s return shipment instructions.

Seller shall not be liable for any loss, damage or penalty as a result of any delay in or failure to manufacture, deliver or otherwise perform hereunder due to any cause beyond Seller’s reasonable control, including, without limitation, unsuccessful reactions, your acts or omissions, governmental acts or regulations, acts of war or terrorism, disasters or acts of God, delay in transportation, or inability to obtain necessary labor, fuel, materials, supplies or power at current prices.

5. Allocation of goods - If Seller is unable for any reason to supply the total demands for the Products specified in your order, Seller may allocate its available supply among any or all buyers on such basis as Seller may deem fair and practical, without liability for any failure of performance which may result therefrom.

6. Payment - Terms of sale are net 30 days of date of invoice with payment due in Travis County, Texas, USA, unless other provisions for payment have been approved by Seller in writing. Payments must be made in United States funds, unless otherwise agreed in writing. If Seller reasonably believes that your financial condition compromises your ability to timely remit the Purchase Price in accordance with this Section 6, Seller may delay or postpone the delivery of the Products and condition shipment of the Products on full or partial advance payment of the Purchase Price. In the event you default in the payment of the Purchase Price or otherwise, Seller, at its option, without prejudice to any other lawful remedies, may defer delivery, cancel this Contract, or sell any undelivered Products on hand for your account and apply such proceeds as a credit, without set-off or deduction of any kind, against the Purchase Price.

7. Taxes and other charges – You are responsible for all sales and other taxes, duties and government fees applicable to the sale of the Products in addition to the Purchase Price and you must reimburse Seller for any such taxes, duties or fees paid. Only an exemption certificate or other document acceptable to the authority imposing the tax, duty or fee provided to Seller prior to Seller’s acceptance of the order will obviate this reimbursement obligation.

8. Warranty - THE WARRANTY SET FORTH IN THE IMMEDIATELY FOLLOWING PARAGRAPH IS APPLICABLE ONLY TO PRODUCTS INITIALLY SOLD AND THEREAFTER LOCATED IN NORTH AMERICA AND THE COUNTRIES THAT COMPRISE THE EUROPEAN UNION. SELLER MAKES NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO PRODUCTS SOLD, DISTRIBUTED, LOCATED OR USED OUTSIDE OF NORTH AMERICA AND THE COUNTRIES THAT COMPRISE THE EUROPEAN UNION. PRODUCTS SOLD OUTSIDE OF NORTH AMERICA AND THE COUNTRIES THAT COMPRISE THE EUROPEAN UNION ARE SOLD ONLY ON AN “AS IS, WHERE IS” BASIS. To the extent that the foregoing disclaimers are invalid or unenforceable under the laws of any jurisdiction, the warranty, disclaimer, limitation of liability and other provisions set forth below in this paragraph 8 shall thereupon be effective to the fullest extent permitted by applicable law.

Seller warrants that the Products shall conform in all material respects to the specifications provided to you by Seller. THIS WARRANTY IS EXCLUSIVE AND SELLER MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. The foregoing warranty shall not be effective if Seller has determined, in its sole discretion, that you have misused, improperly installed, operated, maintained or repaired the Products in any manner, have failed to use the Products in accordance with industry standards or practices, or have failed to use the Products in accordance with any instructions furnished by Seller. Seller does not warrant that the use or sale of the Products will not infringe the claims of any United States or other patents covering the product itself or the use thereof in combination with other products or in the operation of any process.

IN ADDITION, SELLER’S WARRANTY SHALL BE VOID AND OF NO FORCE OR EFFECT SHOULD YOU OR ANY THIRD PARTY AT ANY TIME INSTALL ANY SOFTWARE ON THE COMPUTER HARDWARE WHICH COMPRISES PART OF A PRODUCT OR USE ANY SOFTWARE THAT CONTROLS OR INTERACTS WITH SUCH COMPUTER HARDWARE IN ANY WAY, WHICH SOFTWARE HAS NOT BEEN APPROVED IN WRITING BY SELLER SPECIFICALLY FOR SUCH INSTALLATION OR USE. LUMINEX TERMS AND CONDITIONS OF SALE YOUR EXCLUSIVE REMEDY WITH RESPECT TO PRODUCTS PROVED TO SELLER’S SATISFACTION TO BE DEFECTIVE OR NONCONFORMING SHALL BE REPLACEMENT OF SUCH PRODUCTS WITHOUT CHARGE OR REFUND UPON THE RETURN OF SUCH PRODUCTS AT SELLER’S DIRECTION. SELLER SHALL NOT BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES OF ANY KIND RESULTING FROM ANY USE OR FAILURE OF THE PRODUCTS, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. ANY ACTION FOR BREACH OF CONTRACT WITH RESPECT TO ALL PRODUCTS SOLD HEREUNDER SHALL BE COMMENCED, AND ANY CLAIMS FOR BREACH OF CONTRACT MUST BE RECEIVED, WITHIN ONE (1) YEAR OF SHIPMENT, REGARDLESS OF THEIR NATURE. THE LIMITATIONS OF WARRANTY AND LIABILITY SET FORTH HEREIN SHALL SURVIVE THE CANCELLATION, COMPLETION, OR OTHER TERMINATION OF THIS CONTRACT FOR ANY REASON.

9. Use of Products – You understand the risks associated with the use of the Products as set forth in the instructions supplied with the Products and expressly assume such risks. The Products are intended for laboratory research and evaluation purposes only and are not to be used for any commercial applications or purposes. You agree that no rights or licenses under Seller’s patents shall be implied from the sale of the Products to you, except as expressly provided herein, and you do not receive any right under Seller’s patent rights hereunder. You acknowledge and agree that the Systems are sold only for use with Beads authorized by Seller and to obtain the right under Seller’s patents to use the Systems with such Beads, you must purchase the Beads. Likewise, you acknowledge and agree that the Beads are sold and licensed only for use with Systems. You further acknowledge that the Products have not received approval from the U.S. Food and Drug Administration or any other U.S. or foreign federal, state, or local regulatory agencies and have not been tested by Seller for safety or efficacy in food, drug, medical device, cosmetic, commercial or any other use, unless otherwise stated in Seller’s technical specifications furnished to you.

You shall not reverse engineer, decompile, disassemble or modify the Products or create derivative works of the Software. You acknowledge that Seller retains ownership of all patents, copyrights, trademarks, trade secrets and other proprietary rights relating to or residing in the Products or any portion thereof and that the Software is licensed, not sold, to you pursuant to a separate end user license agreement ("EULA") solely for use under the terms hereof and of the EULA.

You hereby grant to Seller a nonexclusive, worldwide, unrestricted, royalty-free, fully paid-up license, with the right to grant and authorize sublicenses, under any and all patent rights in inventions comprising modifications, extensions or enhancements made by you to the Products or any portion of the Products or to the manufacture or use of the Products or any portion of the Products (“Improvement Patents”), to make, have made, use, import, offer for sale or sell any and all products or components; exploit any and all methods or processes; and otherwise exploit Improvement Patents for all purposes. Notwithstanding the foregoing, “Improvement Patents” specifically excludes patent claims conceived and reduced to practice by you consisting of methods of sample preparation, methods of conjugating beads to analytes, the composition of matter of the specific chemistries of the assays developed by you, and methods of performing the assays (i.e., the protocol for the assay).

10. Buyer’s Responsibilities, Release and Indemnity - You agree to use all Products in accordance with Paragraph 9, “Use of Products,” and any instructions supplied with the Products. You agree to release, discharge, disclaim and renounce any and all claims, demands, actions, causes of action and/or suits in law or equity, now existing or hereafter arising, whether known or unknown, against Seller, its officers, directors, employees, agents, successors and assigns (collectively the “Released Parties”) with respect to the use of the Products. You agree to indemnify and hold harmless the Released Parties from and against any suits, losses, claims, demands, liabilities, costs and expenses (including attorney, accounting, expert witness and consulting fees) that Seller may sustain or incur as a result of any claim against Seller based upon negligence, breach of warranty, strict liability in tort, contract or any other theory of law or equity arising out of, directly or indirectly, the use of the Products, or by reason of your failure to perform the obligations contained herein. You shall notify Seller in writing within fifteen (15) days of your receipt of knowledge of any accident or incident involving the Products which results in personal injury or damage to property, and you shall fully cooperate with Seller in the investigation and determination of the cause of such accident and shall make available to Seller all statements, reports, recordings and tests made by you or made available to you by others. The furnishing of such information to Seller and any investigation by Seller of such information or incident report shall not in any way constitute any assumption of any liability for such accident or incident by Seller.

11. Technical Assistance - At your request and expense, Seller may, at Seller’s discretion, furnish technical assistance (directly or through third parties) with respect to the Products at Seller’s then-current rates. SELLER MAKES NO WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, WITH RESPECT TO TECHNICAL ASSISTANCE OR INFORMATION PROVIDED BY SELLER OR SELLER’S AGENTS OR PERSONNEL.

14. Errors and Omissions - Seller reserves the right to correct clerical errors and omissions.

15. Miscellaneous - The terms and conditions of this Contract, and any document referred to on the face hereof, constitute the entire agreement between you and Seller. Seller’s failure to strictly enforce any term or condition of this Contract or to exercise any right, power or privilege arising hereunder shall not constitute a waiver of Seller’s right to strictly enforce such terms or conditions or exercise such right, power or privilege thereafter. All rights and remedies under this Contract are cumulative and are in addition to any other rights and remedies Seller may have at law or in equity. If any provision of this Contract shall be held invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions, rights, powers and privileges shall not be affected or impaired thereby. The paragraph headings herein are for convenience only and form no part of this Contract and shall not affect its interpretation. This Contract shall be binding upon, inure to the benefit of, and be enforceable by, the parties hereto and their respective heirs, personal representatives, corporate representatives, agents and permitted successors and assigns.

16. Governing Law - THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF TEXAS WITHOUT REGARD TO CONFLICTS OF LAWS RULES. UNLESS PROHIBITED BY APPLICABLE LAW, YOU HEREBY IRREVOCABLY SUBMIT TO THE JURISDICTION AND VENUE OF THE COURTS OF TRAVIS COUNTY, TEXAS, USA, FOR ANY AND ALL DISPUTES ARISING FROM THIS CONTRACT OR THE TRANSACTION CONTEMPLATED HEREBY.

BSD Robotics Terms and Conditions of Sale

1. Acceptance - ALL SALES ARE SUBJECT TO AND EXPRESSLY CONDITIONED UPON THE TERMS AND CONDITIONS CONTAINED HEREIN, AND UPON BUYER'S ASSENT THERETO. NO VARIATION OF THESE TERMS AND CONDITIONS SHALL BE BINDING UPON SELLER UNLESS AGREED TO IN WRITING AND SIGNED BY AN OFFICER OR OTHER AUTHORIZED REPRESENTATIVE OF SELLER. For purposes of this invoice, “Seller” shall mean BIZPAC (Australia) PTY LTD ACN 010 644 176 Trading as BSD Robotics and “Buyer” shall mean the party printed on the face of this invoice. This invoice (or acknowledgement), and not any purchase order or other document of Buyer, shall be deemed an offer or counter-offer and is a rejection of any inconsistent prior terms and conditions. Buyer, by accepting (i) the BSD instrument (“Instrument”), comprised of Instrument and software provided by Seller ("Software"), (ii) consumables provided by Seller for use only with an Instrument, and (iii) each portion thereof, collectively and individually, ("Products") or services provided by Seller hereunder (“Services”), shall be deemed to have assented to the terms and conditions set forth on this or other document hereafter sent by Seller, notwithstanding any terms contained in any prior or later communications from Buyer and whether or not Seller shall specifically or expressly object to any such terms. For avoidance of doubt, all purchases hereunder shall specifically exclude computer hardware/workstations, which must be provided by the laboratory. Seller's failure to object to any provisions of any subsequent document, communication, or act of Buyer shall not be deemed a waiver of any of the terms hereof.

2. Changes - Orders arising hereunder may be changed or amended only by written agreement signed by both Buyer and Seller, setting forth the particular changes to be made and the effect, if any, of such changes on the price and time of delivery, except that when Buyer requires expedited service involving overtime, overtime charges will be added at Seller's sole discretion to the price specified on the face hereof or in an attached schedule. It is hereby understood and agreed that any purchase order, memorandum, or other instrument issued by Buyer in connection with this transaction is for Buyer's internal use only and its terms shall be of no force and effect with respect to the transaction covered by this contract. Buyer may not cancel this order unless such cancellation is expressly agreed to in writing by Seller. In such event, Seller will advise Buyer of the total charge for such cancellation, and Buyer agrees to pay such charges, including, but not limited to, storage and shipment costs, costs of producing non-standard materials, costs of purchasing non-refundable materials, cancellation costs imposed on Seller by its suppliers, and any other cost resulting from cancellation of this order by Buyer which is permitted by Seller. Certification of such costs by Seller's certified public accountants shall be conclusive on the parties hereto.

3. Security Interest - Buyer hereby grants and Seller reserves a security interest in the Products and in the proceeds of any sale or lease thereof for the amount of the purchase price of the Products. Upon Seller's request, Buyer shall sign any documentation necessary to perfect such security interest. Payment in full of the purchase price shall release the security interest.

4. Delivery, claims, delays - All sales are F.O.B. Seller's shipping point for shipments made to the United States and FCA Seller’s Loading Dock (INCO 2000) for all other shipments, unless otherwise agreed in writing by the parties. Buyer shall be responsible for shipping, handling, insurance, and other similar costs. Delivery of the goods to the carrier at Seller's shipping point shall constitute delivery to Buyer and Buyer shall bear all risk of loss or damage in transit. Seller reserves the right to determine the exact method of shipment and the right to make delivery in installments, all such installments to be separately invoiced and paid for when due per invoice, without regard to subsequent deliveries. Delay in delivery of any installment shall not relieve Buyer of Buyer's obligations to accept remaining deliveries. Immediately upon Buyer's receipt of any goods shipped hereunder, Buyer shall inspect the same and shall notify Seller in writing of any claims for shortages, defects, or damages and shall hold the goods for Seller's written instructions concerning disposition. If Buyer shall fail to so notify Seller within five days after the goods have been received by Buyer, such goods shall conclusively be deemed to conform to the terms and conditions hereof and to have been irrevocably accepted by the Buyer. Seller shall not be liable for any loss, damage or penalty as a result of any delay in or failure to manufacture, deliver, or otherwise perform hereunder due to any cause beyond Seller's reasonable control, including, without limitation, unsuccessful reactions, acts of Buyer, embargo or other governmental act, regulation or request affecting the conduct of Seller's business, fire, explosion, recall, accident, theft, vandalism, riot, acts of war, strikes or other labor difficulties, lightning, flood, windstorm or other acts of God, delay in transportation, or inability to obtain necessary labor, fuel, materials, supplies or power at current prices.

5. Allocation of Products - If Seller is unable for any reason to supply the total demands for Products specified in Buyer's order, Seller may allocate its available supply among any or all buyers on such basis as Seller may deem fair and practical, without liability for any failure of performance which may result therefrom.

6. Payment - Terms of sale are net 30 days of date of invoice with payment due in Brisbane, Australia, unless otherwise stated by Seller, or unless other provisions for payment have been made with and approved by Seller. Payments are to be made in Australian dollars, unless otherwise stipulated by Seller, or unless other provisions for payment currency have been made with and approved by Seller. If the financial condition of Buyer results in the insecurity of Seller, in its sole and absolute discretion, as to the ultimate collectability of the purchase price, Seller may, without notice to Buyer, delay or postpone the delivery of the Products or Services; and Seller, at its option, is authorized to change the terms of payment to payment in full or in part in advance of shipment of the entire undelivered balance of the Products or Services. In the event of default by Buyer in the payment of the purchase price or otherwise, of this or any other order, Seller, at its option, without prejudice to any other of Seller's lawful remedies, may defer delivery, cancel this Contract, or sell any undelivered Products on hand for the account of Buyer and apply such proceeds as a credit, without set-off or deduction of any kind, against the contract purchase price, and Buyer agrees to pay the balance then due to Seller on demand. Buyer agrees to pay all costs, including, but not limited to, reasonable attorney and accounting fees and other expenses of collection resulting from any default by Buyer in any of the terms hereof.

7. Taxes and other charges - Any use tax, goods and services tax (GST) value-added tax, sales tax, excise tax, duty, custom, inspection or testing fee, or any other tax, fee or charge of any nature whatsoever imposed by any government authority, on or measured by the transaction between Seller and Buyer shall be paid by Buyer in addition to the prices quoted or invoiced. In the event Seller is required to pay any such tax, fee or charge, Buyer shall reimburse Seller therefore; or, in lieu of such payment, Buyer shall provide Seller at the time the order is submitted an exemption certificate or other document acceptable to the authority imposing the tax, fee or charge. If GST is payable on any taxable supply under these terms and conditions, the Seller will provide the Buyer with a tax invoice for GST purposes.

8. Warranties - Seller warrants for the period indicated on the Product label, or if none is indicated, for a period of twelve (12) months from the date of delivery, the Products shall conform in all material respects to the description of the Products as provided to Buyer by Seller through Seller's designated product specifications. All Services shall be provided in a professional and workmanlike manner and in accordance with any statement of work provided by Seller. EXCEPT FOR ANY WARRANTY WHICH CANNOT BE EXCLUDED BY LAW, ALL WARRANTIES IMPIED OR OTHERWISE ARE EXCLUDED AND THIS WARRANTY IS EXCLUSIVE AND SELLER MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Seller's warranties made in connection with this sale shall not be effective if Seller has determined, in its sole discretion, that Buyer has misused, improperly installed, operated, maintained, or repaired the Products in any manner, has failed to used the Products in accordance with industry standards or practices, or has failed to use the Products in accordance with instructions, if any, furnished by Seller.

EXCEPT FOR ANY LIABILITY WHICH CANNOT BE EXCLUDED BY LAW, SELLER'S SOLE AND EXCLUSIVE LIABILITY AND BUYER'S EXCLUSIVE REMEDY WITH RESPECT TO PRODUCTS PROVED TO SELLER'S SATISFACTION TO BE DEFECTIVE OR NONCONFORMING SHALL BE REPLACEMENT OF SUCH PRODUCTS WITHOUT CHARGE OR REFUND OF THE PURCHASE PRICE, IN SELLER'S SOLE DISCRETION, UPON THE RETURN OR DESTRUCTION OF SUCH PRODUCTS IN ACCORDANCE WITH SELLER'S INSTRUCTIONS. EXCEPT FOR ANY LIABILITY WHICH CANNOT BE EXCLUDED BY LAW, SELLER'S SOLE AND EXCLUSIVE LIABILITY AND BUYER'S EXCLUSIVE REMEDY WITH RESPECT TO SERVICES PERFORMED NOT IN CONFORMANCE WITH THE SERVICES WARRANTY SET FORTH ABOVE SHALL BE THE REPERFORMANCE OF ANY SUCH SERVICES. SELLER SHALL NOT IN ANY EVENT BE LIABLE FOR INCIDENTAL, INDIRECT, CONSEQUENTIAL, OR SPECIAL DAMAGES OF ANY KIND RESULTING FROM ANY USE OR FAILURE OF THE PRODUCTS OR SERVICES, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE INCLUDING, WITHOUT LIMITATION, LIABILITY FOR LOSS OF WORK IN PROGRESS, DOWN TIME, LOSS OF REVENUE OR PROFITS, FAILURE TO REALIZE SAVINGS, LOSS OF PRODUCTS OF BUYER OR OTHER USE OR ANY LIABILITY OF BUYER TO A THIRD PARTY ON ACCOUNT OF SUCH LOSS, OR FOR ANY LABOR OR ANY OTHER EXPENSE, DAMAGE OR LOSS OCCASIONED BY SUCH PRODUCT OR SERVICE INCLUDING PERSONAL INJURY OR PROPERTY DAMAGE. ANY ACTION FOR BREACH OF CONTRACT WITH RESPECT TO ALL PRODUCTS OR SERVICES SOLD HEREUNDER SHALL BE COMMENCED, AND ANY CLAIMS FOR BREACH OF CONTRACT MUST BE RECEIVED, WITHIN ONE (1) YEAR OF SHIPMENT OR PROVISION, RESPECTIVELY, REGARDLESS OF THEIR NATURE.

THE LIMITATIONS OF WARRANTY AND LIABILITY SET FORTH HEREIN SHALL SURVIVE THE CANCELLATION, COMPLETION, OR OTHER TERMINATION OF THIS CONTRACT FOR ANY REASON.

9. Buyer's Use of Products – Buyer acknowledges its obligation to inform its customers, employees, consultants and associates who will be using the Products, of Seller's labeling literature, warnings, instructions, notices, and other materials regarding proper use which Seller has or may hereafter provide to Buyer. Buyer shall comply with all applicable laws and regulations, including any applicable FDA or Therapeutic Goods Administration requirements and federal healthcare program requirements, in its use and/or publicity of the Products and in claiming any federal healthcare program reimbursement relating to the Products. If Buyer files any cost reports claims for reimbursement with federal healthcare programs, Buyer shall fully and accurately disclose and claim the amount of any discount included under this Agreement in the fiscal year in which the discount is earned or the following year, according to any applicable federal statutes and regulations. Buyer agrees that no rights or licenses under Seller's patents shall be implied from the sale of the Products to Buyer, except as expressly provided herein, and Buyer does not receive any right under Seller's patent rights hereunder.

BUYER HEREBY GRANTS TO SELLER A NONEXCLUSIVE, WORLDWIDE, UNRESTRICTED, ROYALTY-FREE, FULLY PAID-UP LICENSE, WITH THE RIGHT TO GRANT AND AUTHORIZE SUBLICENSES, UNDER ANY AND ALL PATENT RIGHTS IN INVENTIONS COMPRISING MODIFICATIONS, EXTENSIONS, OR ENHANCEMENTS MADE BY BUYER TO THE PRODUCTS OR ANY PORTION OF THE PRODUCTS OR TO THE MANUFACTURE OR USE OF THE PRODUCTS OR ANY PORTION OF THE PRODUCTS ("IMPROVEMENT PATENTS"), TO MAKE, HAVE MADE, USE, IMPORT, OFFER FOR SALE OR SELL ANY AND ALL PRODUCTS OR COMPONENTS; EXPLOIT ANY AND ALL METHODS OR PROCESSES; AND OTHERWISE EXPLOIT IMPROVEMENT PATENTS FOR ALL PURPOSES. NOTWITHSTANDING THE FOREGOING,

Buyer has the responsibility and hereby expressly assumes the risk to verify the hazards and to conduct any further research necessary to learn the hazards involved in using the Products. Buyer also has the duty to warn Buyer's customers, employees, agents, assigns, officers, successors, and any auxiliary or third party personnel (such as freight handlers, etc.) of any and all risks involved in using or handling the Products. Buyer agrees to comply with instructions, if any, furnished by Seller relating to the use of the Products and not misuse the Products in any manner. Buyer shall not reverse engineer, decompile, disassemble or modify the Products or create derivative works of the Software. Buyer acknowledges that Seller retains ownership of all patents, copyrights, trademarks, trade secrets and other proprietary rights relating to or residing in the Products or any portion thereof and that the use of the Products must comply with Standard Use Terms and Conditions that accompany the Product and all Software is licensed, not sold, to Buyer pursuant to a separate end user license agreement ("EULA") solely for use under the terms hereof and of the EULA.

10. Buyer's Representations, Release, and Indemnity - Buyer represents and warrants that it shall use all Products ordered herein in accordance with Paragraph 9, "Buyer's Use of Products," and that any such use of Products will not violate any law, regulation, judicial order, or injunction. Buyer agrees to release, discharge, disclaim, and renounce any and all claims, demands, actions, causes of action, and/or suits in law or equity, now existing or hereafter arising, whether known or unknown, against Seller, its officers, directors, employees, agents, successors, and assigns (collectively the "Released Parties") with respect to the use of the Products or any deliverables provided with Services. Buyer agrees to indemnify and hold harmless the Released Parties from and against any suits, losses, claims, demands, liabilities, costs, and expenses (including attorney, accounting, expert witness, and consulting fees) that Seller may sustain or incur as a result of any claim against Seller based upon negligence, breach of warranty, strict liability in tort, contract, or any other theory of law or equity arising out of, directly or indirectly, the use of the Products or deliverables provided with Services, or by reason of Buyer's failure to perform its obligations contained herein. Buyer shall notify Seller in writing within fifteen (15) days of Buyer's receipt of knowledge of any accident, or incident involving the Products or deliverables provided with Services which results in personal injury or damage to property, and Buyer shall fully cooperate with Seller in the investigation and determination of the cause of such accident and shall make available to Seller all statements, reports, recordings, and tests made by Buyer or made available to Buyer by others. The furnishing of such information to Seller and any investigation by Seller of such information or incident report shall not in any way constitute any assumption of any liability for such accident or incident by Seller.

11. Patent Disclaimer - Seller does not warrant that the use or sale of the Products delivered hereunder will not infringe the claims of any United States or other patents covering the Product itself or the use thereof in combination with other products or in the operation of any process.

12. Returns - Goods may not be returned for credit except with Seller's permission, and then only in strict compliance with Seller's return shipment instructions.

13. Technical Assistance - At Buyer's request, Seller may, at Seller's discretion, furnish technical assistance with respect to the Products for such fees and other consideration agreed to in writing by Buyer and Seller. EXCEPT FOR ANY WARRANTY WHICH CANNOT BE EXCLUDED BY LAW, ALL WARRANTIES IMPIED OR OTHERWISE ARE EXCLUDED AND SELLER MAKES NO WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, WITH RESPECT TO TECHNICAL ASSISTANCE OR INFORMATION PROVIDED BY SELLER OR SELLER'S PERSONNEL. ANY SUGGESTIONS BY SELLER REGARDING USE, SELECTION, APPLICATION, OR SUITABILITY OF THE PRODUCTS SHALL NOT BE CONSTRUED AS AN EXPRESS WARRANTY UNLESS SPECIFICALLY DESIGNATED AS SUCH IN WRITING BY AN OFFICER OR AUTHORIZED AGENT OF SELLER.

14. Errors and Omissions - Seller reserves the right to correct clerical errors and omission.

15. Miscellaneous - These terms and conditions, and any document referred to on the face hereof, constitute the entire agreement between Seller and Buyer. Seller's failure to strictly enforce any term or condition of this order or to exercise any right, power, or privilege arising hereunder shall not constitute a waiver of Seller's right to strictly enforce such terms or conditions or exercise such right, power, or privilege thereafter. All rights and remedies under this order are cumulative and are in addition to any other rights and remedies Seller may have at law or in equity. Any waiver or default by Buyer hereunder shall be in writing and shall not operate as a waiver of any other default or of the same default thereafter. If any provision of this Agreement shall be held invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions, rights, powers, and privileges shall not be affected or impaired thereby. The paragraph headings herein are for convenience only and form no part of the terms and conditions and shall not affect the interpretation of the terms and conditions. This Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the parties hereto, and their respective heirs, personal representatives, corporate representatives, agents, successors, and assigns.

16. Governing Law - THE PARTIES TO THIS AGREEMENT ACKNOWLEDGE THAT THE TRANSACTION THAT IS THE SUBJECT MATTER OF THIS AGREEMENT BEARS A REASONABLE RELATION TO QUEENSLAND, AUSTRALIA AND AGREE THAT THE LAWS OF AUSTRALIA WILL GOVERN ALL RIGHTS AND DUTIES HEREUNDER. All disputes arising in connection with this Agreement shall be finally settled under the UNCITRAL Rules of Arbitration, provided that the parties shall mutually agree upon an arbitrator. The arbitrator must (i) be technically proficient and qualified in the area the subject of the dispute and any replacement for the selected arbitrators must be selected by the same means (ii) have no interest, duty or any business or other relationship, which could, or could reasonably be perceived to interfere with his function as an arbitrator and certify before his appointment that he has no such interest, duty or other relationship. The arbitrator shall be entitled to determine the procedure for the arbitration. The language to be used in the proceedings shall be English. The arbitrator shall have the right to award any relief that the arbitrator deems proper under the circumstances to the extent the award of relief is not prohibited by this Agreement. The final determination of the arbitrator is final and binding on the parties except in the case of fraud or any breach by the arbitrator of the terms and conditions of their engagement. Unless otherwise determined by the arbitrator, the parties must pay the costs of the arbitrator in equal shares. All discussions and information supplied and other matters raised during the dispute resolution process under this clause shall be confidential and without prejudice to any claim or proceeding subsequently made or brought by either party to the dispute or difference. No party to the dispute or difference may use any information or documents obtained through the dispute resolution process established under this clause for any purpose other than in an attempt to settle the dispute between the parties. Notwithstanding the foregoing covenant to arbitrate disputes, each party reserves the right to seek injunctive relief from the courts of Queensland for a threatened or actual breach of these terms and conditions by the other party that would cause irreparable harm to such party. As with proceedings to enforce arbitration awards, the Parties agree to submit to the personal jurisdiction of the courts of Queensland and agree to accept service of process in any such proceedings by certified mail, return receipt requested, addressed to the address at which such party receives notices under the agreement evidenced by these terms and conditions.