FLUID REALITY INCORPORATED

ONLINE TERMS AND CONDITIONS OF SALE

Version 1.1 · Effective 2026-08-04

1. Entire Agreement. These Online Terms and Conditions of Sale (the “Terms”) apply to purchases made through Fluid Reality Incorporated’s (“Company”) online checkout by the purchasing party (“Customer”), and contain the entire and exclusive agreement between the parties regarding the sale of the engineering prototype fluidic actuator system, consisting of actuator units and control electronics, together with all associated documentation provided by Company (the “Product”). The Terms are referred to herein as the “Contract”. Customer’s checking of the acceptance box at checkout and completion of payment constitutes acceptance of the Contract, is an electronic signature, and has the same legal effect as a handwritten signature. All terms and conditions contained in any prior or subsequent oral or written communication concerning the sale of the Product to which the Contract relates, including, without limitation, terms and conditions contained in Customer’s purchase order, which are different from or in addition to the Contract are hereby rejected and shall not be binding on Company, and Company hereby objects thereto. No addition to, or alteration or modification of, the Contract shall be valid unless made in a writing signed by an authorized representative of each party specifically referring to the Contract. Any action by Customer in furtherance of a sale or purchase of the Product shall constitute acceptance of the Contract.

2. Payment; Taxes. The price for the Product is the price displayed and paid at checkout. Payment is made in full at the time of checkout; no invoice will be issued and no post-purchase payment terms apply. Company may change list prices at any time, but a price change shall not affect an order for which payment has already been completed. All payments shall be made in United States Dollars. Prices displayed at checkout are inclusive of any national, state, and local sales, use, value added, and similar taxes that Company is registered and required to collect. Customs duties, import taxes, and similar tariffs and fees on international orders are the responsibility of Customer. Should any additional tax or levy be demanded of Company with respect to Customer’s purchase, Customer agrees to pay such tax or levy and indemnify Company against any claim for such tax or levy demanded. Customer shall pay any withholding taxes required by applicable law.

3. Term; Termination. The Contract is effective upon Customer’s completion of payment at checkout and continues indefinitely with respect to the ownership and use of the Product. If Customer breaches any term of the Contract or ceases to conduct its operations in the normal course of business, including inability to meet its obligations as they mature, and fails to cure such breach within thirty (30) days, then the non-breaching party may defer any or all further shipments or other performance under the Contract until such breach has been cured. Thereafter, if Customer does not provide satisfactory evidence of a good faith effort to cure such breach within a reasonable time, Company may terminate the Contract. In the event of a termination, all outstanding payment obligations or other indebtedness of Customer to Company shall be immediately due and payable. Acceptance by Company of less than the full amount due shall not be a waiver of any of Company’s rights under the Contract or applicable law.

4. Compliance with Laws. In all activities undertaken pursuant to the Contract, Customer covenants and agrees that it will comply in all material respects with applicable law, including, without limitation, the use of the Product.

5. Warranties. Company warrants that the Product supplied by it hereunder shall, at the time of delivery and for a period of thirty (30) days following delivery, was manufactured to meet the technical datasheet as provided by Company to Customer, as may be amended from time to time. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 5, COMPANY MAKES NO REPRESENTATIONS, EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND ASSUMES NO RESPONSIBILITY WHATSOEVER WITH RESPECT TO THE PRODUCT OR CUSTOMER’S (OR ITS AFFILIATE’S) USE OF THE PRODUCT, ALL OF WHICH IS PROVIDED “AS IS”. THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, TITLE, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, SUITABILITY, OPERABILITY, CONDITION, SAFETY OR WORKMANSHIP AND COMPANY HEREBY DISCLAIMS ALL SUCH WARRANTIES.

Customer acknowledges and agrees that:

(a) the Product is an engineering prototype, not a production model;

(b) the Product has not been certified by any safety or regulatory body, including but not limited to CE, UL, FCC, or equivalent standards;

(d) the Product contains high-voltage direct current (200–300V typical; see technical datasheet);

(e) the Product contains organic solvent fluid that may damage polymers and other materials upon contact; and

(f) the Product is designed for evaluation and testing only by trained engineers with appropriate expertise in high-voltage systems.

Customer agrees that it will inspect and evaluate the Product upon delivery and notify Company of any non-conformity within thirty (30) days of such delivery of such Product. Company’s sole obligation under this warranty is, at Company’s option, to repair or replace any defective Product.

6. Exclusions to Warranty. The warranty provided under Section 5 does not cover: (a) damage caused by testing to failure, intentional stress, or normal wear; (b) damage caused by Customer’s misuse, neglect, or failure to follow instructions; (c) damage caused by environmental factors, including temperature, humidity, or chemical exposure; (d) damage caused by modification, repair, or attempted disassembly by anyone other than Company; or (e) loss of performance due to prototype nature and limited operational lifespan.

7. Limitation of Liability. COMPANY’S TOTAL LIABILITY FOR CUMULATIVE, AGGREGATE DAMAGES SHALL IN NO EVENT BE GREATER THAN THE PURCHASE PRICE OF THE SPECIFIC PRODUCT GIVING RISE TO SUCH CLAIM, WITHOUT REGARD TO WHETHER SUCH CLAIM IS BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THE CONTRACT, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; PROVIDED THAT THE FOREGOING LIMITATIONS WILL NOT APPLY WITH RESPECT TO (A) A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS HEREUNDER; (B) A PARTY’S INDEMNIFICATION OBLIGATIONS HEREUNDER AND ANY AND ALL AMOUNTS PAID IN CONNECTION THEREWITH; AND (C) A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. NEITHER COMPANY NOR ITS AFFILIATE WILL BE LIABLE FOR THE COST OF PROCUREMENT OF SUBSTITUTE PRODUCT. The limitations of liability set forth in this Section are fundamental elements of the Contract.

8. Safety. Customer acknowledges the following hazards associated with the Product:

Electrical Hazard: The Product operates at 200–300V DC, capable of causing serious injury or death. High-voltage isolation and proper electrical safety procedures are required.

Chemical Hazard: The Product contains propylene carbonate, an organic solvent classified as a serious eye irritant (OSHA Category 2). The fluid may cause serious eye irritation upon contact. Additionally, propylene carbonate is hygroscopic (absorbs moisture) and may damage polymeric and certain non-metallic materials. The fluid has a flash point of 116°C and may be flammable at elevated temperatures. Contact with this fluid should be avoided, and proper eye protection is required when handling the Product.

Pressure Hazard: Actuators may be subject to internal pressure. Rupture or leakage may occur under certain conditions.

Mechanical Hazard: The Product may experience unexpected motion or failure during operation or testing.

Product Degradation: If any component of the Product becomes torn or worn or is ruptured, the Product should not be used. The customer is aware that the actuators contained within the Product contain a fluid, and if ruptured, the fluid may come into contact with other parts of the system of the user. If this happens, it should be cleaned promptly using paper towels or similar, and MSDS procedures (attached) should be followed. The fluid is an organic solvent and may damage polymers materials if it comes into contact with them. Customer is solely responsible for correct installation and replacement of the actuators.

9. Customer Safety Responsibility. Customer is solely responsible for:

Safety Training: Ensuring all persons who interact with the Product receive comprehensive safety training appropriate to their role, including but not limited to electrical safety, chemical handling, and emergency procedures;

Workplace Safety: Implementing appropriate engineering controls, administrative procedures, and personal protective equipment (PPE) in Customer’s facilities;

Hazard Communication: Communicating all hazards to end-users, operators, and relevant personnel in accordance with applicable law;

Safe Handling: Using the Product only in contexts where trained personnel can supervise and respond to emergencies; and

Maintenance & Inspection: Removing the Product from service immediately if it shows signs of damage, wear, rupture, or malfunction, and not returning it to service until properly repaired by Company.

10. Company Provided Documentation. Company may provide: (a) safety data sheet (MSDS) for the actuator fluid, which Customer shall make available to all relevant personnel; (b) technical datasheet specifying voltage, pressure, and operational parameters; and/or (c) installation and operational guidance as documented. Customer shall supplement this documentation with additional safety procedures, warnings, and training appropriate to Customer’s specific use case and facilities.

11. Incident Reporting. Customer shall notify Company immediately of any incident involving injury, property damage, or product failure in any way related to the Product.

12. Indemnification of Company. Customer shall indemnify, defend, and hold harmless Company, its affiliates, and its and their respective officers, directors, shareholders, employees, agents, contractors, and personnel from and against any and all losses, damages, liabilities, judgments, costs, and expenses (including reasonable attorneys’ fees) to the extent arising out of: (a) Customer’s use, integration, or testing of the Product; (b) Injury to persons or damage to property caused by the Product in Customer’s possession or control; (c) Customer’s breach of any provision of this Agreement; (d) Customer’s negligence, recklessness, or willful misconduct in handling or operating the Product; (e) Customer’s failure to provide adequate safety training or supervision; (f) Customer’s failure to implement appropriate safety procedures or controls; and (g) Customer’s violation of applicable law or regulation in connection with the Product. The obligation of Customer to indemnify, defend, and hold harmless will continue after, and will not be affected by, any assignment, transfer, or sublicensing of rights to any affiliate. Company has the right, at Customer’s expense, to control the defense or settlement of any claim for which Customer must indemnify Company, provided Company cooperates reasonably.

13. Indemnification of Carnegie Mellon University. Pursuant to the Company’s license from Carnegie Mellon University, Customer shall also defend, indemnify, and hold harmless Carnegie Mellon University, its trustees, officers, employees, attorneys, and agents from and against all claims or demands (and any related losses, expenses and costs, including attorneys’ fees and expenses) arising out of or relating to: (a) Customer’s use, disposition, or any act or omission regarding the Product; (b) any goods or services which are based on or utilize the Product in whole or in part; (c) any claims of product liability, personal injury (including, but not limited to, death), damage to property, or violation of any laws or regulations in connection with the Product; or (d) claims of active or passive negligence related to the Product. Carnegie Mellon University is an express intended beneficiary of this indemnification.

14. Title; Risk of Loss. Shipping is selected and paid for by Customer at checkout, and Company ships the Product to the address Customer provides at checkout. Domestic (US) orders ship carriage paid to such address; terms of delivery for international orders will be DAP (Delivered At Place) Incoterms 2020, and import duties, customs charges, and local taxes are the responsibility of Customer. Risk of loss will pass to Customer upon delivery to the address Customer provides, and title will transfer to Customer upon transfer of risk of loss.

15. Supply. Subject to the terms and conditions herein, Company agrees to supply (or have supplied) to Customer the Product for the limited use in accordance with Section 16 and Section 17. Company may offer spare parts, replacement actuators, or upgraded electronics for separate purchase. Such future purchases shall be subject to the Contract, or such other terms as Company specifies at the time of such sale.

16. Permitted Use. Customer may: (a) integrate the Product into Customer’s prototypes and evaluation systems; (b) conduct functional testing, performance testing, and testing to failure; (c) use the Product in teleoperation pilots and demonstrations within Customer’s facilities; and (d) provide the Product to Customer’s employees and authorized contractors for evaluation purposes only.

17. Prohibited Use. Customer shall not: (a) disassemble, open, or attempt to inspect the internal construction of any actuator unit or electronics module, except as necessary to install or connect the Product; (b) reverse engineer, decompile, or attempt to understand the design, construction, materials, or manufacturing process of the Product; (c) measure, analyze, or extract fluid properties, or component specifications from the Product; (d) reproduce, manufacture, or cause to be manufactured any part of the Product or substantially similar device; (e) commercially deploy, resell, lease, or license the Product or any derivative to third parties; or (f) remove, obscure, or alter any proprietary markings, serial numbers, or Company identification on the Product. In the event that the foregoing occurs, Company may provide written notice to Customer of such use and Customer shall cease such prohibited use of the Product. Customer’s failure to comply with all terms of this Section 17 shall be a material breach of the Contract.

18. Intellectual Property. All intellectual property in the Product, including but not limited to design, materials, construction methods, firmware, software, and documentation, remains the exclusive property of Company and its licensors (including Carnegie Mellon University). Customer acquires no rights in this intellectual property except the right to possess and use the Product as expressly permitted in Section 16. Customer acquires no license, right, or interest in any Company or Carnegie Mellon University intellectual property, including patents, trade secrets, copyrights, or trademarks. All such intellectual property remains the exclusive property of Company or its licensors, as applicable. Any feedback, suggestions, or improvements Customer provides regarding the Product are the property of Company and may be used by Company without compensation or attribution to Customer.

19. CMU License Attribution. Pursuant to the Company’s license from Carnegie Mellon University, Customer acknowledges and agrees with the following:

“The intellectual property, technology, information, products and/or materials furnished or made available hereunder are furnished or made available, in whole or in part, by Fluid Reality Incorporated under a license from Carnegie Mellon University (“Carnegie Mellon”). Carnegie Mellon makes no warranties of any kind, either expressed or implied, as to any matter including, but not limited to, warranties of fitness for a particular purpose, merchantability, exclusivity or results obtained from use of any intellectual property, technology, information, products and/or materials furnished or provided. Further, Carnegie Mellon makes no warranties of any kind with respect to freedom from patent, trademark, or copyright infringement, or theft of trade secrets and does not assume any liability for any infringement of any patent, trademark, or copyright arising from the use of the intellectual property, technology, information, products and/or materials.

Carnegie Mellon shall not be liable to Customer or any third party for any reason whatsoever arising out of or relating to this Agreement or the Products, for indirect, special or consequential damages such as loss of profits or inability to use the Products or any applications or derivations thereof, even if Carnegie Mellon has been advised of the possibility of such damages.”

Third Party Beneficiary. Carnegie Mellon is an express third-party beneficiary of the Contract and has the right to enforce the provisions hereof.

20. Carnegie Mellon University Attribution. Customer acknowledges and agrees that the Product is manufactured under license from Carnegie Mellon University. Any marketing materials, documentation, or communications regarding the Product that Customer produces must include a statement to the effect that:

“This product or portions thereof is manufactured under license from Carnegie Mellon University.”

21. Patent Marking. Customer shall mark or ensure marking of the Product and/or packaging with:

(a) Patent Pending — if the Product incorporates technology subject to pending patent applications; or

(b) Patent numbers — if the Product incorporates technology protected by issued patents, in accordance with the applicable laws of the countries in which the Product is used.

22. Copyright Notice. Customer acknowledges and agrees that intellectual property rights, including copyrights, in the Technology remain with Carnegie Mellon University. All copies of documentation or materials containing Company copyrights shall include the following notice:

”© Carnegie Mellon University. All rights reserved.” or

“Copyright [Year] Carnegie Mellon University. All rights reserved.”

23. Confidentiality. No non-disclosure agreement is required for purchases made through Company’s online checkout, and the confidentiality obligations in this Section apply directly to Customer under the Contract. If Customer has separately executed a Mutual Non-Disclosure Agreement with Company (“NDA”) covering the Product, the confidentiality obligations in the NDA also apply, and in the event of conflict between this Agreement and the NDA, the NDA controls. Customer may disclose the Product’s existence, purpose, and performance results only to: (a) Customer’s employees and contractors directly involved in evaluation; (b) Customer’s legal and technical advisors on a need-to-know basis; or (c) Authorized government agencies if required by law. Customer shall not disclose the Product, its design, construction, materials, performance data, or any related information to the public, media, competitors, or other third parties without Company’s prior written consent.

24. Record Keeping and Audit. Customer shall maintain documentation and records sufficient to demonstrate its compliance with the requirements of the Contract. Upon reasonable prior notice from Company, Customer shall provide Company or its agents with access to Customer’s facilities and records during normal business hours to examine or copy all records requested by Company or otherwise relevant to determine whether Customer is in compliance with the requirements of the Contract. The cost and expense of any such examination shall be borne by Company. Customer shall assist Company in such examination in every reasonable manner requested by Company. This right shall survive the termination of the Contract for a period of one (1) year.

25. Assignment; Survival. Customer may not sell, assign, delegate, pledge, dispose of, or transfer the Contract or any rights or duties hereunder, by operation of law or otherwise, without the prior written consent of Company, in its sole discretion. The Contract shall bind and inure to the benefit of the successors and permitted assigns of the respective parties. In order that the parties may fully exercise their rights and perform their obligations arising under the Contract, the following Sections shall survive the termination of the Contract: Section 1, 2, 6, 7, 9, 11, 12, 13, 16, 17, 18, 23, 24 and 25.

26. Miscellaneous.

Governing Law. The Contract will be governed by and construed in accordance with the laws of the State of Delaware, excluding choice of law rules. Any action arising under or relating to the Contract shall be brought in a court of the State of Delaware (or, if appropriate, a federal court located within Delaware), and the Parties hereby consent to jurisdiction in such forum for any such action.

Entire Agreement. This Agreement, together with Customer’s order record and any NDA executed by the parties, constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, and agreements, whether written or oral, concerning the Product.

Amendment. This Agreement may be amended only by written instrument signed by authorized representatives of both parties. No course of dealing, course of performance, or trade practice shall modify these terms.

Severability. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall continue in full force and effect.

Notices. Any notices required under this Agreement shall be in writing and delivered personally, by email (with read receipt), or by certified mail to the addresses specified by each party. Notices are effective upon receipt.

Export Compliance. The Product may be subject to U.S. export control laws. Customer acknowledges that the Product incorporates high-voltage electronics and fluidic technology and shall comply with all applicable export regulations. Customer shall not export, re-export, transfer, or re-transfer the Product to any country subject to U.S. export embargoes or to any person or entity on the U.S. Treasury Department’s Specially Designated Nationals (SDN) list or the U.S. Department of Commerce’s Denied Persons or Entity Lists without prior authorization from the U.S. government, if required.

Fluid Reality Incorporated 1623 W Fulton St, Chicago, IL 60612, USA sales@fluidreality.com