STANDARD TERMS AND CONDITIONS OF SALE

UPDATED: 3 AUGUST 2026

between

Cortical Labs Pte. Ltd.

as Service Provider

and You

as Customer

Background:

(A) The Vendor is engaged in selling and supplying the CL1 System, a code deployable biohybrid computer.

(B) The Customer wishes to purchase the CL1 System from the Vendor upon the terms and subject to the conditions of this Agreement.

NOW IT IS HEREBY AGREED as follows:

1. Definitions

1.1 In this Agreement the following words and phrases shall have the following meanings unless the context requires otherwise:

“Affiliate” means in relation to any Party, any entity controlled, directly or indirectly, by such Party, any entity that controls, directly or indirectly, such Party or any entity directly or indirectly under common control with such Party. For purposes of this Agreement, “control” means the power to direct the management and policies of such Party, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Business Day” means a day other than a Saturday, Sunday or public holiday on which banks are open for general business in Singapore.

“Charges” means applicable federal, state, local, or foreign sales, use, excise, value added, goods and services, property, customs, documentary, import/export, or similar taxes, tariffs, fees, duties, or charges pertaining to the Products.

“CL1 System” means the computer identified on Purchase Page, which is purchased by the Customer under the terms of this Agreement.

“Confidential Information” means any confidential information including the business, financial, or technical information disclosed by or on behalf of one party to the other, whether disclosed before or after the date of this Agreement, in whatever form for the purposes of or in connection with this Agreement. Confidential Information includes, but is not limited to, all data incorporated in the Products or stored in any database used in conjunction with the Products and any technical data that either Party shall have obtained or received as a result of the discussions leading up to or the entering into of this Agreement, but does not include the Vendor Proprietary Information.

“Contract Price” means the price of the Products to be supplied to the Customer under this Agreement, as specified on the Purchase Page, and is in the currency specified thereon.

“Documentation” means the assembly guide, user guide, operation manual and related documentation, marketing or training information, and any other instructions or documentation provided to the Customer by the Vendor in the Schedule, relating to the Product or located on the Website relating to the Products as may be updated by the Vendor from time to time.

“Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the Party affected which prevents or materially hinders that Party from performing any of its obligations under this Agreement, including but not limited to failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, inherent biological variability and any failure, degradation or malfunction of the Product or any of its underlying biological or technical component, including where, despite the affected Party exercising reasonable skill and care and using commercially reasonable diagnostic and investigative efforts, the cause of such failure, degradation or malfunction cannot be identified and there is no reasonable evidence that it was caused by matters within the reasonable control of that Party, industrial disputes affecting any third party, changes to the law, governmental action averse to operations of any Party, disasters, epidemics, explosions, fires, floods, pandemics, quarantines, riots, terrorist attacks and wars, but excluding any event or circumstance resulting from a Party’s lack of funds or inability to make any payment when due.

“Personal Data” means any information, relating to an identified or identifiable natural person, whether living or deceased. An identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.

“Purchase Page” means, as applicable: (a) the page on the Vendor’s Website where the Customer selects the specifications of the Products and completes the online checkout process; or (b) any written quotation, order form, pro‑forma invoice or similar document issued by the Vendor and signed or otherwise expressly accepted by the Customer (including by email confirmation), in each case setting out the specifications of the Products, and the Contract Price.

“Product” or “Products” means a CL1 System and ancillary hardware provided or manufactured by the Vendor in connection therewith, but does not include any Third Party Products.

“Third Party Products” means any product not manufactured or provided by the Vendor, including any hardware, software, services, components, accessories, attachments, interfaces, or consumables not manufactured or provided by the Vendor.

“Vendor Copyrights” means all copyrights associated with the Products and the CL1 System, including without limitation computer programs and software that are included or associated with the CL1 System.

“Vendor Marks” means all registered and common law trademarks owned by the Vendor or its Affiliates, including without limitation the, CL-1 andCORTICAL LABS and trademarks.

“Vendor Parties” shall refer to the Vendor, its Affiliates, and their directors, employees, representatives, agents, successors and assigns.

“Vendor Proprietary Information” means the Vendor Copyrights, the Vendor Marks, and all confidential and/or additional proprietary technology, software, processes, methods, information, patents, design rights, logos, trade designations or trade secrets of the Vendor, its Affiliates, suppliers or licensors, including all inventions, know-how, or other proprietary information of any kind used or embodied in the Products, Documentation or other items furnished by the Vendor, and all intellectual property rights arising with respect thereto, and all reproductions or derivatives thereof in any form.

“Website” means the Vendor’s website at https://corticallabs.com/ and/or as updated from time to time.

2. Orders

2.1 Orders must be presented through the Purchase Page, or in writing or via electronic means acceptable to the Vendor and shall be subject to this Agreement. No order submitted by the Customer shall be deemed to be accepted by and binding on the Vendor unless and until confirmed in writing by the Vendor or its authorised representative (the “Acceptance”).

2.2 The Vendor reserves the right, at its option and without liability, to refuse any order in whole or in part, or to specify an alternate delivery schedule if orders from all sources exceed its inventory or ability to deliver in its normal course of business.

2.3 Any changes in an order requested by the Customer must be submitted in writing and shall be subject to written acceptance by the Vendor in its sole discretion. Costs and/or delays resulting from such changes will be solely determined by the Vendor and binding on the Customer.

2.4 All sales of Products are final unless otherwise required by applicable law. The Customer shall be responsible for ensuring that it has the required laboratory equipment and approvals, including those set out in the Documentation, for the use of the Products. A lack of such equipment and approvals shall not constitute a valid reason for the Customer to cancel or suspend any order following Acceptance.

3. Payment Terms

3.1 Unless otherwise agreed in writing by the Vendor, the Customer shall pay a non-refundable deposit equal to twenty percent (20%) of the Contract Price (the “Deposit”) within seven (7) calendar days of the Vendor’s written acceptance of the order. The Vendor shall not be required to allocate inventory, commence manufacture or prepare for the delivery of the Products until receipt of the Deposit.

3.2 Once the Products are ready for shipment, the Company shall issue an invoice for the balance of the Contract Price (the “Balance”). Unless otherwise specified in the invoice, the Balance shall be payable within seven (7) calendar days of the issuance of the invoice to the Customer.

3.3 The Contract Price is exclusive of all Charges, which shall be borne solely by the Customer unless otherwise stated in writing by the Vendor. In the event that the Vendor pays any such Charges which are payable by the Customer, the Customer shall reimburse the Vendor within thirty (30) calendar days of the date of invoice or in the event that any sums are owing to Customer, the Vendor may, in its discretion, set off such sums against such Charges paid by the Vendor.

3.4 The Customer may cancel or suspend any order at no charge at any time prior to payment of the Deposit. If the Customer cancels or suspends an order after payment of the Deposit but before shipment of the Products to the Customer, the Deposit shall be forfeited to the Vendor as liquidated damages and the Customer shall not be entitled to any refund of the Deposit. The Vendor may, with reasonable cause, cancel or suspend performance of any order if the Customer fails to meet any of its obligations herein.

3.5 The Vendor shall be entitled, at any time before the receipt of the Deposit, to vary the Contract Price and any additional charges payable under this Agreement to accord with any change in the Vendor's standard scale of charges. The Vendor shall inform the Customer of any such variation to the Contract Price in writing. This Agreement shall be deemed to be varied accordingly by such notice of variation unless the Customer, within ten (10) calendar days of the receipt of such notice, terminates this Agreement by giving notice in writing to the Vendor, in which event neither Party shall have any liability to the other in respect of such termination.

3.6 The Vendor shall be entitled to charge the Customer default interest in the event of late payment of the Balance. Accordingly, the Vendor shall have the right to charge interest on overdue invoices at a rate of 8% per annum, calculated daily and compounded monthly, , calculated from the date when payment of the invoice becomes due up to and including the date of actual payment whether before or after judgment. If referred to an agent or attorney for late payment collection, all costs and expenses of collection (including, without limitation, reasonable attorneys’ fees) will be charged to the Customer’s account, up to the maximum allowed by law.

3.7 The Vendor reserves the right to modify payment terms when, in the opinion of the Vendor, the Customer’s financial condition or previous payment record so warrants.

3.8 If the Customer is delinquent in any payment due, the Vendor, in its discretion may exercise any and all remedies permitted by law, including set off, and may suspend delivery, and/or institute credit hold procedures on all open orders. Future orders will not be confirmed until Customer’s account is brought current.

3.9 Pricing for any other products, parts, or services provided by the Vendor that are not supplied as part of this Agreement is subject to change at any time and without notice based on the Vendor’s then current pricing terms. For the avoidance of doubt, nothing in this Agreement shall be construed as a guarantee of the pricing for any products, parts, or services that may be supplied under any future agreement between the Parties.

4. Security Interest

The Customer grants the Vendor a security interest in the Products, whether now owned and hereinafter acquired, and all replacements, additions, and substitutions, and all parts, accretions, units and accessories thereof, and any proceeds from the sale, lease, licensing or assignment thereof to secure any debt, now or hereinafter accrued, owed to the Vendor. Customer consents to the filing of any notice to perfect the security interest or mortgage thereof under any law of any country.

5. Shipment, Delivery & Inspection of Products

5.1 After receipt of the Contract Price (comprising the Deposit and the Balance) in full, the Vendor will endeavour to ship accepted orders promptly; it is understood, however, that projected delivery dates represent best current estimates only, and the Vendor will have no liability for failure to perform within such dates.

5.2 The Vendor reserves the right prior to shipment of the Products to substitute an alternative item of equipment for any item of the Products agreed to be supplied under this Agreement as set out in the Acceptance, provided that such substitution will not materially affect the performance of such Products and will not result in any increase in the Contract Price.

5.3 All shipments are CIP (Incoterms 2020) unless otherwise agreed by Customer and the Vendor in writing, provided, however, that title to the Products will pass upon shipment to the first carrier of instance. Notwithstanding the foregoing, the Vendor shall insure, at its expense, the Products in transit to Customer against fire, damage, loss, theft, destruction and such other risks as are customarily insured against in accordance with the Vendor’s then current policy, until such time as the Products have been delivered to the named place of destination as agreed by the Customer and the Vendor.

5.4 Any additional expenses relating to the shipment of the Products (other than as aforementioned) incurred by the Vendor are for the Customer’s account and, if paid for by the Vendor, will be invoiced to the Customer in addition to the Product price and subject to the payment terms set forth above in Clause ‎3.

5.5 Products will be packaged for shipment in accordance with the Vendor’s then standard commercial practices.

5.6 Unless otherwise agreed to by the Parties in writing, the Customer must inspect the Products upon arrival and provide written notice to the Vendor of any claim of non-conformance within five (5) Business Days. If the Customer fails to give such timely notice, all Products will be deemed conforming. Use of the Products in any manner after delivery will also constitute acceptance. Claims for loss or damage in transit should be made directly to the delivering carrier and will not affect the Customer’s payment obligations to the Vendor.

5.7 The Customer’s acceptance of the Products upon delivery as provided in Clause ‎5.6 shall be deemed final and irrevocable. Any claims by the Customer thereafter must be in accordance with the Vendor’s Product Warranty as set out in Clause ‎10 below.

6. Installation

6.1 The Customer agrees to install the Products in accordance with the Documentation and at the Customer’s expense.

6.2 The Customer shall provide at its own expense the following:

(A) proper and suitable environmental conditions for the Products or any part of the Products as specified in any instructions whether from the Vendor or other manufacturers;

(B) adequate lifting or off-loading facilities and labour required for positioning of the Products; and

6.3 The Customer is responsible for ensuring that the Product is properly installed and is sufficient and suitable for its purpose and that any adjustments which may be required are carried out expeditiously.

7. Intellectual Property and Proprietary Information

7.1 The Customer acknowledges that the Products are based upon and embody the Vendor Proprietary Information. The Vendor, its suppliers or licensors (as applicable) shall exclusively own all the Vendor Proprietary Information. The Customer shall neither acquire nor claim any right, title, or interest in the Vendor Proprietary Information and shall use the same solely as required for its authorised use of the Products supplied hereunder.

7.2 The Customer shall exercise reasonable care to maintain the confidentiality of the Vendor Proprietary Information.

7.3 The Customer may not directly or indirectly:

(A) copy, adapt, develop, disassemble, reverse engineer, recast, compile, decompile, translate, or create derivative works from any Vendor Proprietary Information, or permit any other person to do so;

(B) remove, alter, or obscure any copyright, trademark, patent, logo, government restricted rights, or other notices or legends from items provided by the Vendor;

(C) except as permitted under this Agreement, use or exploit for any purpose whatever (including to the financial detriment or commercial disadvantage of the Vendor) any of the Vendor Proprietary Information, and shall use its reasonable endeavours to prevent its employees or agents (including the employees and agents of representatives) from doing so; or

(D) cause or permit any other act or omission which may damage or endanger the Vendor Proprietary Information or other intellectual property rights of the Vendor or the Vendor's title to it, or assist or allow others to do so.

7.4 Disclosures of the Vendor Proprietary Information may be made only to the Customer’s personnel on a need-to-know basis and must be accompanied by a written obligation to protect such information with measures that are no less restrictive than the restrictions under this Agreement. The Customer will be responsible for any breach of this Agreement by its personnel.

7.5 The Customer shall not do anything that is inconsistent with the Vendor’s ownership of the Vendor Marks or the Vendor Copyrights. Nothing in this Agreement gives the Customer any right, title or interest in the Vendor’s Marks or the Vendor Copyrights. Nothing in this Agreement gives the Customer the right to use the Vendor’s Marks or the Vendor Copyrights without the Vendor’s written permission, except as permitted by law.

7.6 The Customer further agrees to immediately cease any use of a Vendor Mark or Vendor Copyright that the Vendor deems to be unacceptable upon notice by the Vendor. The Customer acknowledges and agrees that failure to promptly comply with the Vendor’s instructions regarding correcting or ceasing an unacceptable use of one or more the Vendor Marks or the Vendor Copyrights shall constitute a material breach of this Agreement.

7.7 Following the expiry or termination of this Agreement, the Customer shall immediately discontinue use of any Vendor Proprietary Information, unless to the extent permitted by the Vendor.

7.8 It is agreed that any breach of this Clause ‎7 is deemed a material breach of this Agreement, and

(A) will automatically void any warranties (including Product Warranties);

(B) will permit the Vendor to immediately terminate this Agreement; and

(C) may cause the Vendor irreparable harm for which recovery of damages would be inadequate, such that immediate injunctive or other equitable relief is appropriate and available to the Vendor to prevent any violation, threatened or actual, in addition to other remedies and without proof of actual damage.

8. Confidentiality

8.1 The Parties shall each use best endeavours to protect the other party's Confidential Information and shall, at a minimum, exercise the same degree of care in protecting the Confidential Information as the party uses (or would be expected to use) in respect of its own confidential information.

8.2 The parties hereby agree and undertake to each other to hold and keep the Confidential Information confidential and agree not:

(A) to use any such Confidential Information other than for the purpose of purchasing and using the Products and as provided in this Agreement;

(B) to directly or indirectly reveal, report, publish, disclose, or transfer any Confidential Information which one Party has gained from the other Party, without the prior written consent of the other Party, to any third party, other than what is required to carry out the purposes of this Agreement;

(C) to use the Confidential Information to the detriment or disadvantage of the other party or to gain any commercial advantage over the other party; and

(D) to make any disclosure of the Confidential Information to any third parties, without first obtaining from such third parties duly binding agreements to maintain in confidence the information to be disclosed to the same extent at least as that party is so bound under this Agreement.

8.3 The disclosure restrictions of this Clause shall not apply in circumstances:

(A) where the Confidential Information is in the public domain;

(B) where the Confidential Information enters the public domain otherwise than as a result of a breach of the obligations of the relevant Party;

(1) in compliance with any requirement of law;

(2) in response to a requirement of any applicable regulatory authority to which the party is subject where such requirement has the force of law; or

(3) in order to obtain tax or other clearances or consents from the relevant taxing or regulatory authorities;

(D) to the employees, directors, agents, consultants and professional advisers of the Party whose province it is to know and under obligations of confidentiality; or

(E) in the case of the Vendor, where such disclosure is made in accordance with Clause ‎8.4.

8.4 The Customer agrees that the Vendor may, for marketing or promotional purposes, state, market or otherwise publicise that the Customer has purchased the Products from the Vendor and may use the Customer’s name and/or logo in its marketing materials (including on its website, social media platforms and in presentations), provided that the Vendor does not disclose pricing or other commercially sensitive terms of this Agreement. The Customer may opt out of this at any time by giving written notice to the Vendor. After receiving such opt‑out notice, the Vendor shall not issue any new marketing materials that identify the Customer by name, logo or otherwise, but may continue to refer to the sale in general terms, including by referring to the relevant industry and/or geographic area or country of the Customer, without any further identification of the Customer.

9. Data Privacy

9.1 The Parties agree to abide by requirements under the Personal Data Protection Act 2012 of Singapore and other applicable laws and regulations related to data protection.

9.2 Without derogating from Clause ‎9.1, the Customer agrees that prior to any sale, transfer, or disposal of the Products, the Customer will reset the Products to factory settings and ensure that all Personal Data stored on the Products is permanently erased. The Customer will, upon demand, indemnify and hold the Vendor Parties harmless from any third party claims against a Vendor Party or any damages incurred by a Vendor Party arising from or in connection Customer’s breach of this Clause.

10. Warranties

10.1 Each Party represents and warrants to the other Party that:

(A) Where relevant, it is duly organized, validly existing, and in good standing as a corporation or other entity under the laws and regulations of its jurisdiction of incorporation;

(B) it has the full right, power, and authority to enter into this Agreement, to grant the rights and licenses granted hereunder, and to perform its obligations hereunder;

(C) Where relevant, the execution of this Agreement by its representative whose signature is set out herein has been duly authorised by all necessary corporate actions of the Party;

(D) the execution and delivery of this Agreement will not conflict with or violate any requirement of any applicable laws, and do not conflict with or constitute a default under any contractual obligation enforceable against it; and

(E) when executed and delivered by both Parties, this Agreement will constitute the legal, valid, and binding obligation of such Party, enforceable against such Party in accordance with its terms.

10.2 Product Warranty

(A) The warranty for the Products (the “Product Warranty”) is effective from the date of delivery of the Product to the Customer (the “Product Warranty Effective Date”).

(B) The Product Warranty extends only to the original Customer and may not be transferred to third parties by operation of law or otherwise. No employee, agent, dealer, reseller, or other person is authorised to modify, vary, or extend the Product Warranty or to assume for the Vendor any other liability in connection with its Products.

(C) Subject to Clause ‎11, the Products are warranted for a period of twelve (12) months from the Product Warranty Effective Date (the “Product Warranty Period”):

(1) against defects which under proper use, care, and maintenance appears in the Products; and

(2 ) to operate in accordance with the specifications set forth in the then current Documentation when operated by suitably qualified personnel of the Customer.

(D) In the event of a defect in a Product which is covered by the Product Warranty, the Customer must promptly report the defect to the Vendor upon the Customer becoming aware of such defect, and in any event, prior to expiration of the Product Warranty Period.

(E) If the Vendor determines that a defect raised pursuant to Clause ‎10.2(D) is covered by the Product Warranty:

(1) the Vendor’s entire obligation in respect of this defect will be to repair or replace, at the Vendor’s option, the defective Product or part. Such obligation will be subject to the Vendor being granted the reasonable opportunity to inspect, at the Vendor’s expense, the defective Product at the location of its use or storage or, at the Vendor’s request and expense, return of the defective Product to the Vendor for such inspection. Replacement of defective Products may be made by substitution of similar or upgraded Products having the same or similar functionality. Replacement parts will be provided on an exchange (refurbished) or new part basis, as determined by the Vendor in its discretion; and

(2) If the Vendor so instructs, the Customer must return to the Vendor, at the Vendor’s cost and according to the Vendor’s instructions, the defective Product or component thereof. In the event that the Customer fails to return a defective Product or component thereof, and has received a replacement, the Vendor reserves the right to invoice the Customer for the retail price of the replacement.

11. Warranty Exclusions and Disclaimers

11.1 The Product Warranty does not cover defects or problems caused by Customer’s acts or failure to act in accordance with the terms hereof, the acts of third parties not previously approved by the Vendor in writing, or events beyond the Vendor’s reasonable control.

11.2 Without limiting Clause ‎11.1, any Product Warranty claim or liability of the Vendor is excluded, and the Customer will be solely responsible, for any problem, failure, malfunction, defect, claim, damage, liability, loss, expense, cost or safety issue arising out of or in connection with:

(A) inadequate or faulty installation of the Product (unless performed by the Vendor) or the Customer’s failure to provide a suitable installation environment;

(B) accident, abuse, damage, extraordinary wear and tear, or neglect, including without limitation damage in transit or improper or inadequate handling, storage, care or maintenance;

(C) misuse, improper use, misapplication, or other failure to follow the instructions and safety precautions set forth in the Documentation, including without limitation the use of the Products outside the normal or specified operating conditions or in a manner not authorised in the Documentation;

(D) use of Products in conjunction with, physically installed on, or as a component of Third Party Products, unless pre-approved by the Vendor in the Documentation;

(E) computer viruses, failure of electrical power, and any events beyond the Vendor’s control that adversely affect the Products, including without limitation acts of God, explosion, fire, flood, power surges, or other similar causes;

(F) any failure to achieve, reproduce or validate any particular scientific, technical, clinical or commercial outcome, result or improvement when using the Products, CL1 System or biological materials within it;

(G) the completeness, accuracy, precision, suitability or fitness for any particular purpose of any results, data, models, analyses, predictions or other outputs generated using the Products, CL1 System or biological materials within it;

(H) any incompatibility of the Products, CL1 System or biological materials within it with the Customer’s systems, infrastructure or intended uses;

(I) any misuse of the biological materials or other biological processes in the CL1 System or Products; or

(J) any failure to comply with the Customer Obligations as set out in Clause ‎12.

11.3 The Customer acknowledges that the CL1 System and any biological materials within are experimental and inherently variable by virtue of being biological systems. Accordingly, to the fullest extent permitted by applicable law, the Vendor does not warrant or guarantee:

(A) That any biological material in the CL1 System will be able to survive for any minimum duration;

(B) that there is any minimum level of computing power, electrical signals, or functional output that can be produced by the CL1 System; and

(C) that any particular results, outcomes, objectives or achievements (including any scientific, technical, commercial, financial, regulatory or other results) will be obtained or are achievable through the use of the Products.

11.4 The Customer acknowledges that the CL1 System is of a research and experimental nature and may be subject to inherent scientific and technical uncertainty. The CL1 System is a research tool meant solely for research purposes and not for general use. Accordingly, the Customer is solely responsible for evaluating and verifying the suitability, accuracy and completeness of any results, data, analyses or other results generated through the use of the CL1 System for the Customer’s own purposes before using them for any decision-making, product development, clinical, regulatory, commercial or other purposes. Nothing generated through the use of the CL1 System constitutes, or is intended to constitute medical, regulatory, investment or other professional advice, and the Customer must obtain its own independent professional advice before using any such generated results.

11.5 The Vendor neither assumes nor authorises any other third party to assume on its behalf any other or greater liability in connection with the sale, installation, or use of the Products.

11.6 The Vendor provides no warranty on any Third Party Products. The Vendor will not be liable for any failure of a Third Party Product manufacturer or supplier to perform under its warranty. Any Products provided by and not manufactured by the Vendor are warranted by the Vendor only to the extent set forth in the original manufacturer’s warranty.

11.7 To the fullest extent allowed by applicable law, the warranties and remedies set out herein are exclusive and expressly in lieu of all other representations, warranties, terms, or conditions, written or oral, express or implied, statutory or otherwise, including but not limited to warranties of merchantability, fitness for a particular purpose, non-infringement, and warranties and conditions against hidden or latent defects.

11.8 The Customer further warrants that it has not relied on any representations made by or on behalf of the Vendor and/or upon any descriptions, illustrations or specifications contained in any catalogues and publicity material produced by or on behalf of the Vendor, all of which are only intended to convey a general idea of the products and services mentioned in them.

11.9 When, under applicable law, implied warranties are not allowed to be excluded in their entirety, such implied warranties will be limited to the duration and scope of the applicable implied warranty as provided under applicable law.

12. Customer Obligations

12.1 The Customer agrees and understands that the Customer’s rights hereunder, including the right to claim any Product Warranty, are dependent on the fulfilment of the Customer’s obligations hereunder and as described in this Clause (“Customer Obligations”). The Customer shall:

(A) ensure proper conditions (including laboratory and other technological requirements) are maintained for the Products as set forth in the Documentation, including but not limited to the conditions needed to ensure that the biological materials in the CL1 System are kept alive;

(B) ensure cables and fittings and electric supply to the Products are in good working condition;

(D) maintain and operate the Products in accordance with the Documentation;

(E) ensure that only authorised and trained personnel are allowed to operate or use the Products;

(F) ensure that external surfaces of the Products remain in good condition and are cleaned utilising the Vendor’s recommended surface and disinfectant products;

(G) not attempt to adjust, repair or maintain or modify the Products unless instructed in writing by the Vendor;

(H) not request, permit or authorise anyone other than the Vendor or an authorised representative to carry out any adjustments, repairs or maintenance of the Products unless instructed otherwise in writing by the Vendor;

(I) only use any accessory, attachment or additional equipment, including but not limited to Microelectrode Arrays (“MEAs”) that have been supplied by or approved in writing by the Vendor;

(J) obtain any and all applicable third party licenses necessary to operate third party software to be used in connection with the Products, if any;

(K) be the only end-user of the Products;

(L) not use the Products for the purpose of re-sale or distribution;

(M) not assign, sublicense, or transfer in any fashion the Products without prior written approval from the Vendor;

(N) maintain physical and cyber security controls to mitigate the risk of theft, misuse, or unauthorised access to the Products and any Confidential Information or Personal Data stored on the Products;

(O) not import and/or export the Products to a country other than a country where the Products were originally shipped by the Vendor; and

(P) comply with all applicable laws and regulations in connection with the Products and the Customer’s use thereof, including without limitation, all export control laws and regulations.

13. Limitation of Liability and Indemnity

13.1 The Customer acknowledges that the Vendor's obligations and liabilities in respect of the Products are exhaustively defined in this Agreement.

13.2 Nothing in this Agreement shall limit or exclude either Party’s liability for death or personal injury caused by its own negligence, for fraud or fraudulent misrepresentation, or for any other liability which cannot be limited or excluded under applicable law.

13.3 Any action against the Vendor arising from or relating to the Products or transactions to which these terms apply must be brought within two (2) years after the cause of action arises or performance hereunder is completed or terminated, whichever first occurs.

13.4 Unless prohibited by applicable law, the Customer will indemnify, defend, and hold harmless the Vendor Parties from and against all costs, expenses, losses, liabilities, or damages suffered by any Vendor Party, whether or not arising out of any claim, action, suit or proceeding by a third party, to the extent arising out of or in connection with:

(A) improper use, handling, storage, or operation of any Product or Third Party Products (including any mishandling of the CL1 System and/or the biological materials within);

(B) any breach by the Customer of any representation, undertaking, warranty, Customer Obligation or other material term under this Agreement; or

(C) the Customer’s use of the Products or use, commercialisation or other exploitation of the results generated through the use of the Products, including any allegation that any of the foregoing use infringes, misappropriates or otherwise violates any intellectual property rights of any third party or any applicable law.

13.5 The Customer is responsible for the consequences of any use of the Products and acknowledges that no Vendor Party, whether individually or collectively, will be liable for any indirect or consequential loss, damage, cost, or expense of any kind whatever and however caused, whether arising under contract, tort (including negligence) or otherwise, including (without limitation) loss of production, loss of or corruption to data, loss of profits or of contracts, loss of operation time, and loss of goodwill or anticipated savings, even if the Vendor or any of the Vendor Parties has been advised of their possibility.

13.6 Subject to Clause ‎13.2 but notwithstanding any other provision of this Agreement, the Vendor's total liability (whether in contract, tort, including negligence or otherwise) under or in connection with this Agreement and any other agreement with the Customer relating to the Products, or based on any claim for indemnity or contribution, shall not exceed a sum equivalent to the relevant Contract Price or part of the Contract Price as the case may be.

14. Duration and Termination

14.1 This Agreement will commence on the Effective Date and will terminate on the earlier of:

(A) thirty (30) calendar days after receipt of a written notice by a Party to the other Party that the Agreement is terminated; or

(B) the date on which the Customer sells, transfers or disposes of the Products, provided that Customer has complied with the Vendor’s then current transfer policy and the terms of this Agreement, failing which the Customer will remain obligated to the Vendor under this Agreement until it has complied with the foregoing.

14.2 The Vendor may, in its sole discretion, by providing written notice to Customer, terminate this Agreement in whole or in part, or disable any Products:

(A) immediately, if Customer fails to pay any monies due under this Agreement;

(B) immediately, upon the Vendor becoming aware of any misuse of the Products or Vendor Proprietary Information, as solely determined by the Vendor, acting reasonably;

(D) if Customer commits a material breach of this Agreement that is not cured within thirty (30) calendar days of written notice from the Vendor specifying the breach and containing a warning of an intention to terminate if the breach is not remedied.

14.3 Upon termination, the Customer will pay the Vendor all money due to the Vendor after taking into account amounts previously paid. The Customer will also reimburse the Vendor for its expenses incurred up to the date of termination, including any expenses incurred in connection with such termination.

14.4 For Products that have not been paid in full, the Vendor reserves the right to demand the return of the Products to the Vendor at the customer’s expense.

14.5 Termination of this Agreement will not affect (i) any rights of the parties accrued to them up to the date of termination, (ii) any order that has already been accepted by the Vendor and for which the Products have been shipped, and (iii) the Vendor’s rights to retain any Deposit and to receive payment of the Balance and any other amounts due under Clause ‎3 in respect of Products already manufactured and prepared for shipment as at the effective date of termination.

15. General

15.1 Website Information

The information on the Website is provided “as is”, without any guarantees. The Vendor does not promise that the information on its Website or in any related Documentation is accurate, reliable, or will produce any particular results. The Vendor also does not guarantee the accuracy of information about third parties, or the content of any websites linked to the Vendor’s Website.

15.2 Telephone Communications

Telephone communications with the Vendor, its agents or independent contractors, may be monitored and/or recorded. The Customer expressly consents, on behalf of itself and other users of its phone number, to such monitoring or recording. By providing the Vendor with the Customer’s contact number, the Customer expressly authorises the Vendor to contact the Customer on that number via instant messaging or telephone, including via prerecorded or auto-dialled calls. This consent is for non-telemarketing calls only.

15.3 Assignment

(A) Neither Party may assign or subcontract any of its rights, whether by operation of law or otherwise, without the prior express written consent of the other Party. Any attempted assignment or subcontracting in violation of this Clause shall be null and void.

(B) Notwithstanding Clause ‎15.3(A), the Vendor may assign or subcontract this Agreement to any of its Affiliates or in connection with a merger, acquisition, corporate reorganisation or sale of all or substantially all of its relevant assets without the Customer’s written consent.

(C) Subject to Clauses ‎15.3(A) and ‎15.3(B), this Agreement will bind and inure to the benefit of the Parties, their respective successors, and permitted assigns.

15.4 Relationship of the Parties

The Parties agree that in performing their obligations pursuant to this Agreement, they are in the position of independent contractors. Nothing in this Agreement shall constitute or be deemed to constitute any partnership, joint venture or fiduciary relationship between the Parties, or qualify or be deemed to qualify either Party as an agent of the other Party or any of its Affiliates, for any purpose whatsoever.

15.5 Force Majeure Event

(A) Neither Party will be liable for any delay in performing or failure to perform any of its obligations under this Agreement caused by the occurrence of a Force Majeure Event.

(B) The Party claiming the Force Majeure Event shall promptly notify the other in writing of the reasons for the delay or stoppage (and the likely duration) and shall take all reasonable steps to overcome the delay or stoppage.

15.6 Amendments and Variation

Except as otherwise permitted by this Agreement, no change to its terms will be effective unless it is in writing and signed by persons authorised on behalf of both parties.

15.7 Severability of Provisions

If any provision of this Agreement is held to be illegal, invalid or unenforceable in whole or in part in any jurisdiction, this Agreement shall, as to such jurisdiction, continue to be valid as to its other provisions and the remainder of the affected provision, and the legality, validity and enforceability of such provision in any other jurisdiction shall be unaffected.

15.8 Waivers

(A) No Party's failure to exercise, or delay in exercising, any right hereunder will operate as a release or waiver thereof, nor will any single or partial exercise of any right under this Agreement preclude any other or further exercise of it or any other right or remedy.

(B) Any waiver hereunder must be in writing, signed by the Party against whom the waiver is sought to be enforced.

15.9 Survivability

15.10 The following Clauses shall continue in full force and effect after the expiry or termination of this Agreement:

(A) ‎1 (Definitions);

(B)‎ 7 (Intellectual Property and Proprietary Information);

(C)‎ 8 (Confidentiality);

(D)‎ 9 (Data Privacy);

(E)‎ 10.2 (Product Warranty);

(F)‎ 11 (Warranty Exclusions and Disclaimers);

(G)‎ 12 (Customer Obligations);

(H)‎ 13 (Limitation of Liability and Indemnity); and

(I)‎ 15 (General).

15.11 Cumulative Remedies

Save as otherwise specifically provided herein, no remedy conferred by any of the provisions of this Agreement is intended to be exclusive of any other remedy which is otherwise available at law, in equity, by statute or otherwise, and each and every other remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law, in equity, by statute or otherwise. The election of any one or more of such remedies by either Party shall not constitute a waiver by such Party of the right to pursue any other available remedies.

15.12 Contracts (Rights of Third Parties) Act 2001

A person who is not a party to this Agreement shall have no rights under the Contracts (Rights of Third Parties) Act 2001 of Singapore to enforce any of its terms.

15.13 Entire Agreement

This Agreement and the Documentation referenced herein constitutes the entire agreement of the Parties and supersedes any prior or contemporaneous agreements relating to the subject matter hereof. Each Party confirms and acknowledges that it has not agreed to enter into this Agreement in reliance upon any statements or representations (whether of fact or otherwise) made by the other Party.

15.14 Governing Law

This Agreement shall be governed by and interpreted in accordance with the laws of Singapore.

15.15 Dispute Resolution and Jurisdiction

Any dispute, whether contractual or not, arising out of or in connection with this Agreement (including any question regarding its existence, validity or termination) shall be referred to and finally resolved by arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC”) for the time being in force, which rules are deemed to be incorporated by reference in this Clause ‎15.15. The seat of the arbitration shall be Singapore. The arbitration tribunal shall consist of one (1) arbitrator to be appointed by the President of the Court of Arbitration for the time being of the SIAC. The language of the arbitration shall be English. The arbitral award made and granted by the arbitration tribunal shall be final, binding and incontestable, may be enforced by a Party against the assets of the other Party wherever those assets are located or may be found and may be used as a basis for judgement thereon in Singapore or elsewhere. The law governing this arbitration agreement shall be Singapore law.

Schedule

CL1 System Laboratory Requirements

The CL1 is a compact electrophysiology system designed to support long-term neural culture function experiments. The essential equipment and approvals required to operate the CL1 safely and effectively are as follows:

1. Laboratory Infrastructure

Requirements	Specifications
Lab Space	Minimum 0.5 m² of clean bench space
Power Supply	Standard wall outlet (region-specific power brick included)
Internet (Ethernet)	Needed for updates, data upload, and support

2. Core Laboratory Equipment

Equipment	Purpose
Biosafety Cabinet	Sterile handling of cultures
CO₂ Incubator	Prepare cultures for CL1
Waste Disposal	Safe disposal of used culture media

3. Compliance (as applicable)

Requirement	Applies when…	Specifications
PC2 or BSL-2 Certification	Using human-derived cells, GMOs, or infectious materials	PC1 sufficient for non-GMO animal primary neurons
IBC & OGTR, Human Research Ethics, or Animal Ethics Approval	IBC & OGTR- Working with GMOs or cells Ethics – using human or animal cells	Qualified institutional committees to review work
Basic WHS/Biosafety Training	Handling live cultures or sterile workflows	Recommended good practice

This list is for general guidance only and is not a substitute for professional advice or institutional biosafety expertise. Laboratory requirements may vary based on local regulations, institutional policies, and the specific nature of your research. Users are responsible for confirming compliance with applicable laws, certifications, and safety standards in their jurisdiction.