Terms of Service

This website is operated by Spine STUD LLC dba SurgiSTUD. Throughout the site, the terms “we”, “us”, “our” and “Company”
refer to Spine STUD LLC or SurgiSTUD. Spine STUD LLC offers this website, including all information, tools and services
available from this site to you, the user (“Customer”), conditioned upon your acceptance of all terms, conditions, policies and
notices stated here.

By visiting our site and/ or purchasing something from us, you engage in our “Service” and agree to be bound by the following
terms and conditions (“Terms of Service”, “Terms”), including those additional terms and conditions and policies referenced
herein and/or available by hyperlink. These Terms of Service apply to all users of the site, including without limitation users who
are browsers, vendors, customers, merchants, and/ or contributors of content.

Please read these Terms of Service carefully before accessing or using our website. By accessing or using any part of the site,
you agree to be bound by these Terms of Service. If you do not agree to all the terms and conditions of this agreement, then
you may not access the website or use any services. If these Terms of Service are considered an offer, acceptance is expressly
limited to these Terms of Service.

Any new features or tools which are added to the current store shall also be subject to the Terms of Service. You can review the
most current version of the Terms of Service at any time on this page. We reserve the right to update, change or replace any
part of these Terms of Service by posting updates and/or changes to our website. It is your responsibility to check this page
periodically for changes. Your continued use of or access to the website following the posting of any changes constitutes
acceptance of those changes.

Our store is hosted on WP Engine Inc. The online e-commerce platform that allows us to sell our products and services to you is
WordPress WooCommerce.

Overview

SECTION 1 – ONLINE STORE TERMS

By agreeing to these Terms of Service, you represent that you are at least the age of majority in your state or province of
residence, or that you are the age of majority in your state or province of residence and you have given us your consent to allow
any of your minor dependents to use this site.

You may not use our products for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in
your jurisdiction (including but not limited to copyright laws).

You must not transmit any worms or viruses or any code of a destructive nature.

A breach or violation of any of the Terms will result in an immediate termination of your Services.

SECTION 2 – GENERAL CONDITIONS

We reserve the right to refuse service to anyone for any reason at any time.

You understand that your content (not including credit card information), may be transferred unencrypted and involve (a)
transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks
or devices. Credit card information is always encrypted during transfer over networks.

You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the
Service or any contact on the website through which the service is provided, without express written permission by us.

The headings used in this agreement are included for convenience only and will not limit or otherwise affect these Terms.

SECTION 3 – PAYMENT

Due to the customization of our products, pre-payment is required before SurgiSTUD can begin manufacturing.

All sales are final.

If a PO is accepted, payment terms are net 30 upon acceptance of invoice.

SECTION 4 – ACCURACY, COMPLETENESS AND
TIMELINESS OF INFORMATION

We are not responsible if information made available on this site is not accurate, complete or current. The material on this site is
provided for general information only and should not be relied upon or used as the sole basis for making decisions without
consulting primary, more accurate, more complete or more timely sources of information. Any reliance on the material on this
site is at your own risk.

This site may contain certain historical information. Historical information, necessarily, is not current and is provided for your
reference only. We reserve the right to modify the contents of this site at any time, but we have no obligation to update any
information on our site. You agree that it is your responsibility to monitor changes to our site.

SECTION 5 – MODIFICATIONS TO THE SERVICE AND
PRICES

Prices for our products are subject to change without notice.

We reserve the right at any time to modify or discontinue the Service (or any part or content thereof) without notice at any
time.

We shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of the
Service.

SECTION 6 – PRODUCTS

Certain products or services may be available exclusively online through the website or via communicating with one of our
employees.

Spine STUD LLC is not responsible for import fees, tariffs, customs and duties charges, or international taxes. In addition,
Company is not responsible for delays due to customs.

We have made every effort to display as accurately as possible the colors and images of our products that appear at the store.
We cannot guarantee that your computer monitor’s display of any color will be accurate.

We reserve the right, but are not obligated, to limit the sales of our products or Services to any person, geographic region or
jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any products or
services that we offer. All descriptions of products or product pricing are subject to change at anytime without notice, at the
sole discretion of us. We reserve the right to discontinue any product at any time. Any offer for any product or service made on
this site is void where prohibited.

We do not warrant that the quality of any products, services, information, or other material purchased or obtained by you will
meet your expectations, or that any errors in the Service will be corrected.

SurgiSTUD models should be stored in a cool, dry, and stable environment. Please ensure that it is kept away from extreme
temperatures and humidity, and has limited exposure to air and light.

SECTION 7 – ACCURACY OF BILLING AND ACCOUNT
INFORMATION

We reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased
per person, per household or per order. These restrictions may include orders placed by or under the same customer account,
the same credit card, and/or orders that use the same billing and/or shipping address. In the event that we make a change to or
cancel an order, we may attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the
time the order was made. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by
dealers, resellers or distributors.

You agree to provide current, complete and accurate purchase and account information for all purchases made at our store. You
agree to promptly update your account and other information, including your email address and credit card numbers and
expiration dates, so that we can complete your transactions and contact you as needed.

SECTION 8 – OPTIONAL TOOLS

We may provide you with access to third-party tools over which we neither monitor nor have any control nor input.

You acknowledge and agree that we provide access to such tools ”as is” and “as available” without any warranties,
representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or
relating to your use of optional third-party tools.

Any use by you of optional tools offered through the site is entirely at your own risk and discretion and you should ensure that
you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s).

We may also, in the future, offer new services and/or features through the website (including, the release of new tools and
resources). Such new features and/or services shall also be subject to these Terms of Service.

SECTION 9 – INTELLECTUAL PROPERTY RIGHTS

The Company retains all rights, title, and interest in and to: a. Any and all intellectual property developed or used in the
manufacturing process; b. Any improvements, adaptations, or derivative works created by Company, even if based on Customer
Data; c. The Products themselves, unless otherwise agreed in writing.

Company reserves the unrestricted right to commercialize, market, and sell any Products created using Customer Data, including
modified or derivative versions, unless otherwise agreed in writing. The Customer acknowledges and agrees that providing
Customer Data does not confer any limitation on Company's right to use, adapt, or commercialize the resulting Products.

Customer retains all rights to its original Customer Data, including pre-existing intellectual property. Submission of such data
does not transfer ownership to Company, but Customer grants Company a non-exclusive, royalty-free, worldwide license to
use, reproduce, adapt, and create derivative works from the Customer Data for purposes of design, manufacturing, and
commercialization.

The Company will treat Customer Data as confidential and will not disclose it to third parties except as needed to perform
services. This obligation does not restrict Company from using the results or designs derived from such data, unless covered
under a separate confidentiality or non-disclosure agreement.

Customer warrants that it owns or has the rights to share all Customer Data and that such data does not infringe the rights of
any third party. Customer indemnifies the Company from any claims arising from the use of such data.

In no event shall Company be liable for indirect, incidental, special, or consequential damages. Company’s total liability shall not
exceed the amount paid by Customer for the applicable order.

SECTION 10 – ERRORS, INACCURACIES AND OMISSIONS

Occasionally there may be information on our site or in the Service that contains typographical errors, inaccuracies or omissions
that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times and availability. We
reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any
information in the Service or on any related website is inaccurate at any time without prior notice (including after you have
submitted your order).

We undertake no obligation to update, amend or clarify information in the Service or on any related website, including without
limitation, pricing information, except as required by law. No specified update or refresh date applied in the Service or on any
related website, should be taken to indicate that all information in the Service or on any related website has been modified or
updated.

SECTION 11 – PROHIBITED USES

In addition to other prohibitions as set forth in the Terms of Service, you are prohibited from using Company’s products or
services: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any
international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our
intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander,
disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or
disability; or (f) to spread false or misleading information. Company reserves the right to terminate sales of our products for
violating any of the prohibited uses.

SECTION 13 – DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY

We do not guarantee, represent or warrant that your use of our products or services will be uninterrupted, timely, secure or
error-free.

You expressly agree that your use of, or inability to use, the service is at your sole risk. The service and all products and services
delivered to you through the service are (except as expressly stated by us) provided ‘as is’ and ‘as available’ for your use, without
any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions
of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement.

In no case shall Spine STUD LLC, our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service
providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential
damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any
similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any
of the service or any products procured using the service, or for any other claim related in any way to your use of the service or
any product, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a
result of the use of the service or any content (or product) posted, transmitted, or otherwise made available via the service, even
if advised of their possibility. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for
consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent
permitted by law.

SECTION 14 – INDEMNIFICATION

You agree to indemnify, defend and hold harmless Spine STUD LLC and our parent, subsidiaries, affiliates, partners, officers,
directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from any
claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of your breach of these
Terms of Service or the documents they incorporate by reference, or your violation of any law or the rights of a third-party.

SECTION 15 – SEVERABILITY

In the event that any provision of these Terms of Service is determined to be unlawful, void or unenforceable, such provision
shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be
deemed to be severed from these Terms of Service, such determination shall not affect the validity and enforceability of any
other remaining provisions.

SECTION 16 – DELIVERY AND ACCEPTANCE

Spine STUD LLC, dba SurgiSTUD, hereby emphasizes that once product is accepted by the delivery carrier, any subsequent loss
or damage is beyond our liability. We shall employ client’s preferred carrier, utilizing the specified account of the Customer, if
requested. Due to the customization of our products, we are unable to offer warranties or accept returns for refunds. Note that
SurgiSTUD is not responsibile for any international fees, customs duties, taxes, or associated delays incurred during the
shipment process.

SECTION 17 – TERMINATION

The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this agreement
for all purposes.

These Terms of Service are effective unless and until terminated by either Customer or Company. You may terminate these
Terms of Service at any time by notifying us that you no longer wish to use our products or services, or when you cease using
our site.

If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms of
Service, we also may terminate this agreement at any time without notice and you will remain liable for all amounts due up to
and including the date of termination; and/or accordingly may deny you access to our Services (or any part thereof).

SECTION 18 – ENTIRE AGREEMENT

The failure of us to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such
right or provision.

These Terms of Service and any policies or operating rules posted by us on this site or in respect to our products or services
constitutes the entire agreement and understanding between you and us and govern your use of the products/service,
superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you
and us (including, but not limited to, any prior versions of the Terms of Service).

Any ambiguities in the interpretation of these Terms of Service shall not be construed against the drafting party.

SECTION 19 – GOVERNING LAW

These Terms of Service and any separate agreements whereby we provide you Services shall be governed by and construed in
accordance with the laws of 1250 W 12th Street, Ste 3, Tempe, AZ 85281.

SECTION 20 – CHANGES TO TERMS OF SERVICE

You can review the most current version of the Terms of Service at any time at this page.

We reserve the right, at our sole discretion, to update, change or replace any part of these Terms of Service by posting updates
and changes to our website. It is your responsibility to check our website periodically for changes. Your continued use of or
access to our website or the Service following the posting of any changes to these Terms of Service constitutes acceptance of
those changes.

SECTION 21 – CONTACT

Questions about the Terms of Service should be sent to us at info@surgistud.com.

This Agreement supersedes all prior proposals, negotiations, representations, agreements and understandings between the
parties, including those contained in any confidentiality agreements, and all terms and conditions contained in any Customer-
provided purchase orders, and constitutes the complete and exclusive agreement between Customer and Company regarding
the subject matter hereof, and the Customer acknowledges that it has not relied on any statement, promise or representation
made or given by or on behalf of the Company which is not set out in this Agreement. Any reference to a purchase order or
similar documentation on an invoice or other acceptance thereof is solely for Customer’s convenience in record keeping, and no
such reference or the provision of Services to Customer shall be deemed an acknowledgement of or agreement to any terms or
conditions associated with any such purchase order or other Customer-provided documentation. Any such associated terms and
conditions shall be of no force and effect, and shall not in any way be deemed to amend, modify, supersede, alter or supplement
this Agreement.

SECTION 12– CONFIDENTIAL INFORMATION

The Receiving Party (“Company”) acknowledges that the Disclosing Party (“Customer”) may provide various forms of
documentation and communication in the ordinary course of business. To ensure appropriate handling of sensitive materials, the
Disclosing Party agrees that any information intended to be treated as confidential must be clearly identified as such at the time
of disclosure. Confidential Information must be marked with a conspicuous legend such as “Confidential,” “Proprietary,” or
similar, or if disclosed orally or visually, must be identified as confidential at the time of disclosure and confirmed in writing
within ten (10) business days. Company shall not be obligated to treat any information as Confidential Information unless it is
properly designated in accordance with this provision.