The following are the Terms and Conditions of sale (the “Agreement”) applicable to all sales of products and services (the “Products”) by CADIA NETWORKS to the buyer (the “Buyer”). These terms shall apply in the absence of a written contract between the Buyer and CADIA NETWORKS signed by both parties, covering the sale of Products thereof. In no event shall any conflicting or additional terms set forth in Buyer’s purchase order (or any other document provided by Buyer) apply to CADIA NETWORKS’ sale of Products to Buyer. In the event of any conflicts between the terms and conditions of this Agreement and any specific terms and conditions previously offered by CADIA NETWORKS in writing, the latter shall take precedence.

Pricing: Price(s) quoted are valid for Product delivered in accordance with product specification, estimated delivery schedule and delivery terms stipulated by CADIA NETWORKS. Price(s) excludes all import duties and taxes which are to be paid by Buyer. Buyer shall pay for the disposal of any item of Product in accordance to applicable regulations. Price(s) is FOB Orange County, California, unless stated otherwise. Unless otherwise stated on the face of the quotation or otherwise agreed to in writing by CADIA NETWORKS, all quotations expire (10) days after the date of the quotation.

Payment: CADIA NETWORKS accepts company check, wire transfers (on orders over $1,000) with prior approved credit terms. For orders under $1000, CADIA NETWORKS also accepts the following payment methods: Visa, Master Card, and PayPal. CADIA NETWORKS does not accept International Credit Cards.

CADIA NETWORKS requires payment prior to shipment, unless credit terms have been expressly granted. Credit terms are net 15 or 30 days of invoice subject to credit worthiness, failing credit approval payment is due in full upon notification of readiness to deliver and prior to delivery.  Credit approval may be revoked at any time and then full payment is required to initiate or continue the delivery of Products. Notwithstanding the foregoing, for special orders or custom Products or OEM orders, Buyer may be required to pay a deposit before the PO is accepted or to pay the full value before delivery. Late payments may cause an interest a rate of 1.5% per month (18% per annum) or the maximum rate permitted by law, whichever is less, effective from the date the invoice was originally issued. If CADIA NETWORKS brings an action to enforce its right to payment, Buyer shall be liable for CADIA NETWORKS’ reasonable attorneys’ fees, costs, and expenses incurred in connection with such action.

Shipping: Buyer is responsible for all shipping and insurance charges from the FOB point specified on the order of the Products to the delivery destination. Title and risk of loss to Products pass from CADIA NETWORKS to Buyer upon CADIA NETWORKS’ delivery of the Products to the carrier. Delivery dates requested by Buyer are solely for planning purposes. Default in timely payment may result in the delaying of delivery or refusal to deliver. If delivery is delayed by Buyer, storage fees may apply. For international shipping, Buyer is responsible for any additional levies, duties, taxes and other customs fees required for clearance. CADIA NETWORKS will not issue credit for any orders that are refused or abandoned. In the case of warranty replacement, CADIA NETWORKS will use UPS Ground shipping at CADIA NETWORKS’ cost when sending replacement Products to domestic locations.

Acceptance: Acceptance shall have occurred within 5 calendar days after each delivery unless a detailed non- conformity report is submitted in writing after inspection (“Acceptance”). If non-conformity is reported, Acceptance shall take place upon resolution thereof.

Warranty: The warranty period shall be of 12 months after Acceptance and CADIA NETWORKS at its own discretion and expense will repair or replace products or parts thereof (excluding Buyer-furnished supplies incorporated therein) which are proven defective in materials or workmanship or fail to conform substantially to the applicable specifications. Products shall be returned for inspection in its original packaging at Buyer’s expenses. Warranty shall not apply if any defect is caused by Buyer’s fault, including but not limited to abuse, accident, misuse, mishandling, vandalism, neglect, water, fire or excessive heat, ESD event, transportation, improper installation or testing, repair or alteration by someone other than CADIA NETWORKS or authorized by CADIA NETWORKS, or if any warranty tamper seal labels have been altered. In no case, CADIA NETWORKS shall be responsible for: (i) any products or services supplied by other than CADIA NETWORKS, or (ii) any equipment connected to Products, or (iii) any software not authorized which operates or is resident on or with Work, or (iv) any use or operation not in conformance with the applicable documentation. Parts manufactured by third parties shall bear only such warranty as may be given by the original manufacturer. In no event shall CADIA Networks liability extend beyond repairing or replacing the defective product (plus return transportation charges to the Buyer site). This warranty is CADIA Networks sole liability for defects and excludes all other warranties or representations expressed or implied in fact or by law or equity. Should any warranty be void or a claim be denied, Buyer shall be informed, and upon consent, charged with the repair costs.

Changes: Changes to drawings or specifications, which do not materially affect quality, form, fit or function, may be implemented by CADIA NETWORKS without notice. Buyer may propose changes within the general scope of this Agreement and such changes shall only be made upon written agreement to any resulting adjustment in the standards of performance, specifications, price, delivery schedule, and warranty. If such agreement is not reached, CADIA NETWORKS shall be under no obligation to implement such changes.

Return: No returns will be accepted without an issued Return Merchandise Authorization (RMA) number. Unauthorized returns will be refused and returned to sender. To request a warranty, repair or refund, email or call our RMA department of CADIA NETWORKS. RMA numbers are good for 14 days. Products shall be returned for inspection in its original packaging at Buyer’s expenses. Buyer is also responsible for insurance for loss or damage during return. Products purchased under CADIA Networks Evaluation Terms may be eligible for full refund within the evaluation period set on the order. Shipping charges are non-refundable. Except in the event of a shipping error, Products shall be returned in its original packaging at Buyer’s expenses.

Cancellation and Termination: This Agreement may be terminated forthwith upon written notice, should Buyer: (i) becomes insolvent; (ii) makes a general assignment for the benefit of creditors; (iii) suffers or permits the appointment of a receiver or a manager for its business or assets; (iv) becomes subject to any proceeding related to bankruptcy or insolvency or any other action for the protection of the rights of creditors or (v) causes an event which, at CADIA NETWORKS sole discretion, can not be cured or causes irreparable damage to CADIA NETWORKS, or its affiliates, officers or directors. This Agreement may be terminated if Buyer fails to cure the breach of any obligation, or to effect any payments hereunder after 10 days of notification. In the event of termination or cancellation of any PO, CADIA NETWORKS shall cease to fulfill the PO and Buyer shall pay all Products completed, work- in-progress, services being rendered, equipment, components, subassemblies, raw material and other material purchased, a cancellation fee between 15% and 50% of the price of the cancelled portion and all other costs attributable to the termination or cancellation of the PO, including but not limited to, subcontractor cancellation charges, inventory return and restocking fees, administrative costs of settlement, and/or any extraordinary expenses or losses. For POs of special projects or custom Products Buyer may be required to pay the full value even if Buyer wishes to cancel such PO.

Limitation of Liability: Neither CADIA NETWORKS nor its affiliates, officers or directors shall be liable for any incidental, special, consequential or indirect damages of any kind including, but not limited to, damages for interruption of business, procurement of substitute goods, or loss of profits, regardless of the form of action whether in contract, tort, in law or in equity, including but not limited to negligence or strict product liability, even if CADIA NETWORKS has been advised of the possibility of such damages. CADIA Networks aggregate liability for any claims shall not exceed the purchase price paid by the Buyer to CADIA NETWORKS for the Products that gave rise to such liability. The liability of CADIA NETWORKS shall be cumulative and not per incident.

Indemnification: Buyer shall indemnify and hold harmless CADIA NETWORKS and its affiliates from and against all claims arising from personal injuries to employees and damage to property. Buyer shall be liable for and shall indemnify and hold harmless CADIA NETWORKS and its affiliates from all third party claims arising from or in connection with any Products including, but not limited to, (i) the use, operation, performance or construction with Products, (ii) the alleged infringement of intellectual property due to Buyer’s specifications and (iii) all costs and attorney’s fees incurred by CADIA NETWORKS.

Intellectual Property: CADIA NETWORKS shall have or retain the entire right, title and interest in and to all information used or first produced by CADIA NETWORKS, including but not limited to, all inventions, discoveries, new and useful art, processes, methodologies, techniques, manufacture, design or composition of matter, or any new and useful improvement thereof conceived or developed or first actually reduced to practice by CADIA NETWORKS whether registered or not, in the performance of this Agreement, except for buyerfurnished data. CADIA NETWORKS shall have no obligation to deliver any information which is not otherwise specifically stated to be a deliverable.

Confidentiality: Buyer recognizes that certain information, including without limitation, schemes, designs, specifications, computer software, drawings, illustrations, manufacturing description and technical specifications, business models and procedures, methodologies, product documentation, is confidential and proprietary, and as such, Buyer shall hold such information in confidence using the same degree of care as it normally exercises to protect its own confidential information but not less than reasonable care. Buyer shall not supply or disclose such confidential information to any third party without prior written consent.

Force Majeure: CADIA NETWORKS shall not be liable for any non-performance or damage arising from a situation which is beyond its reasonable control or is commercially unreasonable, whether such situation is foreseeable or not, including but not limited to, acts of God, acts of Buyer, act of civil or military authorities, riots, or labor actions.

Other Provisions: CADIA NETWORKS reserves the right to subcontract Products either in whole or in part. A waiver by CADIA NETWORKS of a breach of any provision or if CADIA NETWORKS ceases to insist upon a performance of any provision, shall not be construed as a continuing waiver of the breach of the same or of any other provisions. Without limitation to any remedies at law, CADIA NETWORKS shall be entitled to seek injunctive relief against any breach of any provision hereof. If any provision of this Agreement is found by a court of competent jurisdiction to be unenforceable, such provision shall be severed and shall be ineffective to the extent of such unenforceability and shall not affect or impair the remaining provisions hereof, which provisions shall remain in full force and effect. Buyer shall not assign this Agreement in whole or in part without the express prior written consent of CADIA NETWORKS. Authorized assigns or successors in interest shall be fully bound by all terms and conditions hereunder. Such consent shall not discharge Buyer from its obligations. CADIA NETWORKS may assign this Agreement to any of its affiliates. Nothing contained herein shall be construed as creating any agency, employment relationship, partnership, principal-agent or other form of joint enterprise or venture. This Agreement shall be the entire agreement between the parties and shall supersede all, whether written or oral representations or agreements. Variation may only be made upon written agreement of equal formality. Buyer agrees that this Agreement and any specification submitted by CADIA NETWORKS shall prevail over any inconsistent provisions or specification submitted by Buyer.

Applicable Law: Any dispute arising from this Agreement will be governed by, and construed in accordance with, the laws of the State of California (excluding the United Nations Convention on Contracts for the International Sale of Goods) without regard to conflict of laws principles. Any proceeding brought under or related to these Agreement shall be brought solely and exclusively in the state and federal courts located within the State of California, and the parties expressly consent to the exclusive jurisdiction of such courts.

Notices: Any notice, communication or statement required or permitted to be given hereunder shall be in writing and deemed to have been sufficiently given when delivered in person, by registered or certified mail, postage prepaid, return receipt requested, or by reputable overnight carrier. Notices to CADIA NETWORKS shall be directed to CADIA NETWORKS, 25182 Stageline Drive, Laguna Hills, CA 92653 and notices to Buyer shall be directed to the address listed in the Buyer’s PO to which this Agreement apply, or to such other address or addresses as either party may hereafter designate in writing.