FICTIV INC.

VENDOR NETWORK TERMS

Welcome to Fictiv, which is owned and operated by Fictiv Inc. The terms and conditions set forth below (these “Terms”) apply to your access to and use of fictiv.com (the “Site”), and your provision of manufacturing services as part of the Fictiv vendor network (collectively, the “Services”).

By being part of the Fictiv vendor network, accepting an order for manufacturing via the Site (a “Work Order”) or otherwise using the Site, you agree and acknowledge that: (a) you have read all of the terms and conditions of these Terms; (b) you understand all of the terms and conditions of these Terms; and (c) you agree to be legally bound by all of the terms and conditions of these Terms.

If you do not agree to all of the terms and conditions of these Terms, Fictiv is unwilling to provide you with a right to use the Site or Services.

If you are entering into the terms and conditions of these Terms on behalf of a company (or other entity) or if you are accessing the Services in your capacity as an employee, consultant, or agent of a company (or other entity), you represent that you are an employee, consultant, or agent of such company (or other entity) and you have the authority to agree on behalf of such company (or other entity) to all of the terms and conditions of these Terms.

THESE TERMS CONSTITUTE A LEGALLY ENFORCEABLE AGREEMENT BY AND BETWEEN YOU AND FICTIV.

REGISTRATION DATA AND ELIGIBILITY

In order to be a member of the Fictiv vendor network, you must register with Fictiv via the Site. By registering, you agree to: (a) provide accurate, current, and complete information about you as may be prompted by the registration forms via the Site (“Registration Data”); (b) maintain the security of your password and identification; (c) maintain and promptly update the Registration Data, and any other information you provide to Fictiv, to keep it accurate, current, and complete; and (d) accept all risks of unauthorized access to the Registration Data and any other information you provide to Fictiv. You are responsible for safeguarding the password that you use to access certain areas of the Site. When you register with Fictiv, you should use a strong password. We suggest that you not use the same password with Fictiv as you use with other services, applications, or websites.

You must be at least 18 years old to access and use the Site and Services.

PRIVACY

Please see Fictiv’s privacy policy for information about how Fictiv collects, uses, and discloses information about users of the Services.

FICTIV VENDOR NETWORK

Fictiv’s customers use the Services to have manufactured parts produced (each, a “Product”) through the Fictiv vendor network.

Work Orders

Those seeking Services submit requests to Fictiv (“Requests”). Fictiv, in turn, aggregates Requests for Services and delegates such Requests to members of the Fictiv vendor network based on proprietary algorithms and other factors (each such delegation, a “Work Order”). Fictiv is under no obligation to offer any Work Order to any Fictiv vendor. Each Work Order includes: (a) the customer’s design file and/or technical specifications (“Specifications”), including the quantity of Products to be produced; (b) the delivery date and time for the Products (the “Delivery Date”) as well as the delivery method and delivery destination; and (c) the fees payable in exchange for completing the Work Order, including shipping and handling fees (the “Fees”) (together with the terms and conditions set forth in a Work Order, the “Requirements”). In addition, a Work Order shall also set forth the date and time by which you must accept or reject the Work Order (the “Acceptance Deadline”). Fictiv will consider any Work Orders you have not accepted by the Acceptance Deadline to be automatically rejected.

When you accept a Work Order, you agree to fulfill all of the Requirements set forth in such Work Order.

Limited Purpose License and Ownership

Fictiv grants to you a non-exclusive, non-transferable, non-sublicensable, revocable and limited license to use, reproduce and modify any design specification files, technical outlines, schematics, or other material provided in the Specifications provided to you via the Site and pursuant to a Work Order you accept (“Designs”) solely to develop the Products associated with such Work Order.

You may not use the Designs for any purpose other than the limited purpose set forth above.

You hereby assign to Fictiv all right, title, and interest in and to the Products developed pursuant to a Work Order including any and all Intellectual Property Rights (as defined below) embodied therein, and you hereby irrevocably waive and agree never to assert any moral rights in or with respect to such Products that may exist anywhere in the world, together with all claims for damages and other remedies asserted on the basis of moral rights. For the purpose of this Agreement, “Intellectual Property Rights” means any and all copyrights, moral rights, trademarks, patent rights, trade secrets, and any other form of intellectual property rights recognized in any jurisdiction, including applications and registrations for any of the foregoing.

Changes

Fictiv may request a change to a Work Order. If Fictiv requests a change, you will provide the impact such change will have on the Fees and the Delivery Date within, at least, 24 hours of the date of the requested change. No change will be implemented unless and until Fictiv has approved the change and any related additional fees and/or development time.

Delivery

On or before the applicable Delivery Date, all Products, as set forth in the applicable Work Order, will be (a) ready for pick-up by Fictiv from your headquarters, (b) delivered by you to Fictiv, or (c) mailed to Fictiv, as set forth in the Requirements. All Products delivered or mailed to Fictiv shall be delivered or mailed DDP destination (Incoterms 2010) to Fictiv’s office (1221 Mission Street, San Francisco, CA 94103) or another destination as identified in the Work Order.

If you fail to make the Products available (as set forth in the applicable Work Order) on or before the applicable Delivery Date, Fictiv, at its sole discretion, may reduce the Fees set forth in the Work Order by 25% per day for each day after the applicable Delivery Date your delivery is late.

You shall be responsible for any loss or damage to any Products due to your failure to preserve, package, or handle the Products. You shall adhere to the packaging and shipping requirements that are set forth in the applicable Work Order.

Acceptance and Rejection

You will make the Products available to Fictiv on or before the applicable Delivery Date, as set forth in the Requirements. Within 10 days of Fictiv’s or Fictiv’s customer’s receipt of the Products (as specified in a Work Order), Fictiv will provide to you a statement of the defects to be corrected with the Products, should any corrections be necessary. In the event that Fictiv provides you with a statement of defects, you will correct or remanufacture the Products and return the re-worked or new Products within a reasonable time frame as soon as possible after receipt of such statement of the defects to be corrected. Thereafter, if you fail to deliver the Products in a form that conforms to the Specifications upon your second submission under this section, Fictiv will not be obligated to pay the Fees for such Products.

Fees and payments

Upon receipt of Products that conform to the Requirements (as determined in Fictiv’s sole discretion), Fictiv will pay the Fees (less any late fees, if applicable) to you via the Site. Fictiv will aggregate all Fees due to Vendor on a weekly basis and pay Vendor all Fees due at an agreed upon frequency.

Your responsibilities & commitment

You represent and warrant that: (a) you will perform the Services in a professional and workmanlike manner; (b) the Products will conform to the applicable Requirements (as determined in Fictiv’s sole discretion); (c) the Products will be free from defects in materials; (d) your production of Products will not conflict with any obligations to a third party; and (e) you will perform the Services in accordance with all applicable laws.

Confidentiality

All quotes, Requests, Work Orders, Requirements, and Designs constitute “Confidential Information” of Fictiv or its customers. You will maintain in confidence the Confidential Information and will not use such Confidential Information except as expressly permitted in these Terms and to fulfill your manufacturing service obligations as a member of the Fictiv vendor network. You will use the same degree of care in protecting the Confidential Information as you use to protect your own confidential information from unauthorized use or disclosure, but in no event less than reasonable care. Confidential Information will be used by you solely for the purpose of carrying out your manufacturing service obligations under these Terms. In addition, you: (a) will not reproduce Confidential Information except as required to accomplish your manufacturing service obligations under these Terms; and (b) will only disclose Confidential Information to your directors, officers, employees and/or contractors who have a need to know such Confidential Information in order to perform their duties under these Terms and if such directors, officers, employees and/or contractors have executed a non-disclosure agreement with you with terms no less restrictive than the non-disclosure obligations contained in these Terms.

Limits and indemnities

As a platform for on-demand manufacturing services, Fictiv cannot (a) assess the viability of designs, (b) determine whether a party who has submitted designs via the Site owns (or has full rights to) the Intellectual Property Rights with respect to such submitted designs, (c) guarantee a certain level of business to any of the members of the Fictiv vendor network and/or (d) bear any liability with respect to the Products created by you. Therefore, you acknowledge and agree that the Services are provided on an “as is” basis without any representations, warranties, covenants, or conditions of any kind. YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FICTIV WILL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY — WHETHER CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE — FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES THAT MAY BE INCURRED BY YOU IN CONNECTION WITH THE SITE, THE SERVICES, ANY DESIGNS SUBMITTED BY CUSTOMERS, ANY PRODUCTS CREATED BY YOU, ANY THIRD-PARTY MATERIALS, ANY FICTIV MATERIALS OR THESE TERMS, WHETHER OR NOT FICTIV OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

You agree, at your sole expense, to defend, indemnify, and hold Fictiv (and its directors, officers, employees, consultants, agents, and vendors) harmless from and against any and all actual or threatened suits, actions, proceedings (at law or in equity), claims, damages, payments, deficiencies, fines, judgments, settlements, liabilities, losses, costs and expenses (including, but not limited to, reasonable attorneys’ fees, costs, penalties, interest, and disbursements) for any death, injury, property damage, or infringement or violation of any Intellectual Property Rights or other rights of any third party caused by, arising out of, resulting from, attributable to or in any way incidental to: (a) any and all Products created by you (including, but not limited to, the Products infringing or violating any Intellectual Property Right of any third party (except to the extent that the production of the Products was in strict compliance with the Requirements and the infringement or violation would only have occurred as a result of such strict compliance)); or (b) any actual or alleged breach of any of your representations or warranties as set forth in these Terms; or (c) any breaches of confidentiality; or (d) any affiliate trade names, trademarks, service marks, symbols, or logos. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement, including a Work Order, between you and Fictiv.

TERMINATION

You acknowledge and agree that Fictiv may terminate your participation in the Fictiv vendor network at its sole discretion. Upon any such termination: (a) all of your rights and licenses under these Terms will immediately cease; (b) you must promptly provide to Fictiv any Products in-progress or finish them, at Fictiv’s sole discretion and direction; and (c) you must promptly destroy all copies of the Confidential Information. Your indemnification and confidentiality obligations will survive the termination of these Terms.

THE SITE AND TRADEMARKS

Fictiv’s name, Fictiv™, Fictiv logos and any other Fictiv product or service name or slogan included in the Services (collectively, “Fictiv Marks”) are trademarks of Fictiv and may not be copied, imitated, or used, in whole or in part, without the prior written permission of Fictiv. You may not use any metatags or any other “hidden text” utilizing “Fictiv” or any other Fictiv Mark without our prior written permission.

All other trademarks, registered trademarks, product names and company names or logos mentioned in the Services are the property of their respective owners. Reference to any other products, services, processes, or other information, by trade name, trademark, manufacturer, supplier, or otherwise does not constitute or imply Fictiv’s endorsement, sponsorship or recommendation.

Subject to the grants expressly set forth in these Terms, Fictiv and its licensors own all right, title, and interest in and to the Site, the Fictiv Marks, the look and feel of the Site (including, but not limited to, all page headers, custom graphics, button icons, and scripts) and all content and other materials contained on the Site (including, but not limited to, all designs, text, graphics, pictures, information and data (collectively, the “Fictiv Materials”) together with any and all Intellectual Property Rights embodied therein or related thereto.

You are granted a personal, limited, non-sublicensable, non-exclusive, revocable license to access and use the Fictiv Materials in accordance with these Terms for the sole purpose of enabling you to use and enjoy the Site and the Services.

HYPERLINKS AND THIRD-PARTY MATERIALS

You may create a hyperlink to the Services for noncommercial purposes, but you may not use, frame or utilize framing techniques to enclose any Fictiv Materials (including any Fictiv Marks) without Fictiv’s express written consent.

Fictiv may make third-party content or services available on or through the Services (collectively, the “Third-Party Materials”) solely as a convenience to its users (e.g., links to third-party websites, advertisements, and promotions from third parties and the ability to use social media tools provided by third parties). YOUR USE OF ANY SUCH THIRD-PARTY MATERIALS IS SOLELY AT YOUR OWN RISK AND SUBJECT TO THE APPLICABLE TERMS AND CONDITIONS AND PRIVACY POLICIES APPLICABLE TO SUCH THIRD-PARTY MATERIALS. Fictiv does not control, endorse, or adopt any Third-Party Materials and makes no representation or warranties of any kind regarding the Third-Party Materials, including without limitation regarding the accuracy or completeness of such Third-Party Materials. Your business dealings or correspondence with such third party, and any terms, conditions, warranties, or representations applicable to the Third-Party Materials, are solely between you and such third party. When you leave our Site, these Terms and all other Fictiv policies no longer govern your use of such websites and services or any content contained thereon.

GENERAL

Entire Agreement. These Terms (together with any terms and conditions incorporated by reference) set forth the entire agreement and understanding of the parties relating to the subject matter hereof and supersede any and all prior or contemporaneous agreements, proposals, negotiations, conversations, discussions and understandings, written or oral, with respect to such subject matter and all past dealing or industry custom.

Governing Law and Venue. These Terms will be governed by and construed in accordance with the laws of the State of California applicable to agreements made and to be entirely performed within the State of California, without resort to its conflict of law provisions. The state or federal court in San Francisco County, California will be the jurisdiction in which any suits should be filed if they relate to these Terms. Prior to the filing or initiation of any action or proceeding relating to these Terms, the parties must participate in good faith mediation in San Francisco County, California. If a party initiates any proceeding regarding these Terms, the prevailing party to such proceeding is entitled to reasonable attorneys’ fees and costs for claims arising out of these Terms.

Modifications. Fictiv reserves the right to change or modify any of the terms and conditions contained in these Terms (or any policy or guideline of Fictiv) at any time and in its sole discretion by providing notice that these Terms have been modified. Such notice may be provided by sending an email, by posting a notice on the Site, by posting the revised Terms on the Site and revising the date at the top of these Terms, or by such other form of notice as determined by Fictiv. Any changes or modification will be effective 30 days after providing notice that these Terms have been modified (the “Notice Period”). Your continued use of the Services following the Notice Period will constitute your acceptance of such changes or modifications. Therefore, you should review these Terms whenever you access the Services and at least every 30 days to make sure that you understand the terms and conditions that will apply to your use of the Services.

Independent Contractors. Neither party will, for any purpose, be deemed to be an agent, franchisor, franchise, employee, representative, owner, nor partner of the other party, and the relationship between the parties will only be that of independent contractors. Neither party will have any right or authority to assume or create any obligations or to make any representations or warranties on behalf of any other party, whether express or implied, or to bind the other party in any respect whatsoever.

Injunctive Relief. You acknowledge and agree that damages will not be an adequate remedy in the event of a breach of any of your obligations under these Terms. You therefore agree that Fictiv will be entitled (without limitation of any other rights or remedies otherwise available to Fictiv and without the necessity of posting a bond or other security) to obtain an injunction from any court of competent jurisdiction prohibiting the continuance or recurrence of any breach of any of the terms or conditions of these Terms.

Severability. If any provision of these Terms is invalid, illegal, or incapable of being enforced by any rule of law or public policy, all other provisions of these Terms will nonetheless remain in full force and effect so long as the economic and legal substance of the transactions contemplated by these Terms is not affected in any manner adverse to any party. Upon such determination that any provision is invalid, illegal, or incapable of being enforced, the parties will negotiate in good faith to modify these Terms so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled.

Electronic Communications. Fictiv may choose to electronically deliver all communications with you, which may include email to the email address you provide to us. Fictiv’s electronic communications to you may transmit or convey information about action taken on your request, portions of your request that may be incomplete or require additional explanation, any notices required under applicable law, and any other notices. You agree to do business electronically with Fictiv, and to receive electronically all current and future notices, disclosures, communications and information, and that the aforementioned electronic communications satisfy any legal requirement that such communications be in writing. An electronic notice will be deemed to have been received on the day of receipt as evidenced by such email.

FEEDBACK

In the event you elect, in connection with your use of the Services, to provide any suggestions, comments, or other feedback with respect to Fictiv, the Services or the Site (collectively, “Feedback”), such Feedback will constitute confidential information of Fictiv. Further, you acknowledge and agree that Fictiv will be free to use, disclose, reproduce, license, and otherwise distribute and exploit the Feedback provided to it as it sees fit, entirely without obligation or restriction of any kind on account of Intellectual Property Rights or otherwise.

CONTACT US

If you have any questions about these Terms, please contact us at: 1221 Mission Street, San Francisco, CA 94103, help@fictiv.com.