MQC & Services LLC Terms & Conditions

MQC001 AGREEMENT

This is MQC Madero Quality Control & Services’ business Terms and Conditions. The Terms and Conditions constitute the “Master Agreement” by and between customer and MQC Madero Quality Control & Services – and any/all services agreed upon. MQC Madero Quality Control & Services shall provide Customer with the services, pursuant to and in conformance with any order accepted and signed by all Parties. Customer shall request services hereunder by issuing MQC Madero Quality Control & Services one or more proposed Request for Quote pursuant to this Master Agreement in the form provided or approved by MQC Madero Quality Control & Services or via a mutually agreed electronic RFQ/Order entry system. A quote for service(s) order shall be deemed accepted upon MQC’s acceptance of such service order in writing.

MQC002 TERMS: A) A contract to deliver services will be deemed to have commenced between MQC Madero Quality Control & Services and the customer when the customer's order has been confirmed in writing by MQC Madero Quality Control & Services AND when MQC Madero Quality Control & Services has received project’s down payment agreed on contract in full within (10) days of date on agreement/contract. Unless terminated earlier in accordance with the terms hereof, upon the expiration of the Initial Term this Master Agreement may be renewed accordingly to the project (each such annual period, a “Renewal Term”), unless either Party provides written notice of non-renewal to the other Party at least ninety (90) days prior to the expiration of the then-current Initial Term or Renewal Term, as applicable.B) The Initial Term and any Renewal Term(s) collectively shall constitute the “Main Term”. If the Order Term for any Order other than the Initial Order extends beyond the Main Term, then this Master Agreement and such Order will continue in effect until the expiration or termination of such Order Term, but only as to such Order and subject to the termination rights of MQC and Customer under this Master Agreement. If the Order Term for any Order is on a month-to-month basis, then this Master Agreement will continue on a month-to-month basis with respect to such Order, unless either Party provides written notice of nonrenewal to the other Party at least fifteen (15) days prior to the end of the then-current month and subject to the termination rights of MQC and Customer under this Master Agreement. The term of effectiveness of this Master Agreement shall constitute the “Term”.C) Customer agrees not to hire any MQC consultants working on this project for 24 months after its completion. If the customer violates this restriction, the customer agrees to pay MQC $75,000 in liquidated damages. The terms contained herein shall be construed and interpreted in accordance with the laws of the State of California.D) All deliverables from MQC will be in EnglishC) Additional documentation, training, or assistance necessary beyond the scope of development and maintenance of the Quality Management System are not included with any given contract / proposal.

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MQC & Services LLC Terms & Conditions

E) Quotes are only valid for 30 days, Contract/ Agreement is not valid until signed by both customer and MQC Madero Quality Control & Services AND receipt of project’s down payment in full. If down payment is not received within 10 days of signing contract, the contract will be voided.

MQC003 CUSTOMER OBLIGATIONS:

A) Customer’s use of the Service (including all content transmitted via the Service) shall comply with all applicable laws and regulations and the terms of this Master Agreement. Customer agrees not to resell or redistribute (whether for a fee or otherwise) the Service(s), or any portion thereof, or make any use of the Service other than for Customer’s internal business purposes, unless otherwise agreed in writing by MQC Quality Control & Services. Customer shall ensure that its End Users’ use of the Service, if any, shall comply with all applicable laws and regulations and any applicable Terms of Use (which are incorporated herein by this reference). “Terms of Use” means all applicable Service policies may be modified from time to time by MQC, at its sole discretion. MQC may audit Customer's use of the Service remotely or otherwise, to ensure Customer's compliance with this Master Agreement.B) Customer shall ensure that all MQC Equipment at Customer’s and Customer’s End Users’ facilities remains free and clear of all liens and encumbrances and Customer shall be responsible for any/all loss or damage to MQC Equipment while at Customer's or an End User’s facilities. As between the Parties, Customer is solely responsible for the following;C) All third party charges incurred for merchandise and services accessed via the Service, if any. Customer agrees to conform its equipment and software, and to ensure that each End User conforms its equipment and software, to the technical specifications for the Service provided by MQC from time to time.

MQC004 PAYMENT, DEPOSITS and ADVANCE PAYMENT:

For each Service, Customer agrees to pay MQC all recurring and non-recurring charges and fees as set forth on the Service Order Agreement in accordance with the following payment terms: Service Charges will be billed to Customer on a monthly basis, and are payable based on date appearing on the invoice as due. MQC will not defer any charges while Customer awaits reimbursement, subsidy, discount or credit from any third party or government entity, and Customer shall have the obligation to pay all charges regardless of the status of any such reimbursement, subsidy, discount or credit. MQC shall have the right to increase Service Charges for each Service after the initial Order Term for such Service upon thirty (30) days written notice to Customer. MQC will charge a late fee on all invoices that become past due. The late fee will be one and a half percent (1% - 1.5%) per month or the highest rate chargeable by the law of the State California. Customer shall also be responsible for all costs of collection (including reasonable attorneys' fees) to collect overdue amounts. If MQC fails to present a charge in a

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MQC & Services LLC Terms & Conditionstimely manner, such failure shall not constitute a waiver of the charges for the fees to which it relates and Customer shall pay such invoice in accordance with these payment terms. If MQC fails to present an invoice in a timely manner, such failure shall not constitute a waiver of the charges for the fees to which it relates and Customer shall pay such invoice as required by agreed upon payment terms. Customer may not dispute service charges or request credits more than 90-days from the payment date on invoice for such Service. MQC Madero Quality Control and Services does not offer payment terms for past due invoices. Payment plan will be available and become valid with a signed agreement by both MQC Madero Quality Control and Service as well as the customer.

MQC005 PROPRIETARY RIGHTS AND CONFIDENTIALITY:

A) MQC’S PROPRIETARY RIGHTS: All materials including, but not limited to, any MQC’s Equipment including related firmware, software, data and information provided by MQC, any identifiers or passwords used to access the Service or otherwise provided by MQC, and any know-how, methodologies or processes including, but not limited to, all copyrights, trademarks, patents, trade secrets, any other proprietary rights inherent therein and appurtenant there to, used by MQC to provide the Services (collectively “MQC Materials”) shall remain the sole and exclusive property of MQC. Customer shall acquire no interest in MQC Materials by virtue of the payments provided for herein. Customer may use the MQC Materials solely for Customer's use of the Service. Customer may not disassemble, decompile, reverse engineer, reproduce, modify or distribute any of MQC’s Materials, in whole or in part, or use them for the benefit of any third party. All rights for MQC Materials not expressly granted to Customer herein are reserved to MQC. Customer shall not open, alter, misuse, tamper with or remove any markings or labels from the MQC Equipment indicating MQC ownership or serial numbers.B) CONFIDENTIALITY: Customer agrees to maintain in confidence, and not to disclose to third parties, except for such use as is expressly permitted herein, the MQC Materials and any other information and materials provided by MQC in connection with this Master Agreement, including but not limited to the content of this Master Agreement, that are identified or marked as confidential or are otherwise reasonably understood to be confidential, including but not limited to the contents of this Master Agreement and any Order(s).

B.01) All use (whether or not authorized) of the Service by Customer, an End User or any unauthorized person or entity, which use shall be deemed Customer’s use for purposes of this Master Agreement;B.02) all content that is viewed, stored or transmitted via the Service(s) provided, as applicable

MQC006 TERMINATION:

Either Party may terminate the agreement/ service order as follows;

A) Upon fifteen (15) days of written notice of the other Party’s agreement breach, Rev 3 Date: 03 31 2015 MQC & Services LLC – Term And Conditions -

MQC & Services LLC Terms & Conditionsprovided that such agreement breach is not cured within fifteen (15) day period, orB) immediately, in the event that the other Party liquidates, is adjudicated as bankrupt, makes an assignment for the benefit of creditors, invokes any provision of law for general relief from its debtors, initiates any proceeding seeking general protection from its creditors, is removed or delisted from a trading exchange or its long term debt is downgraded more than two levels from its rating as of the Effective Date.C) MQC may immediately suspend Customer’s or its End User’s use of the Service if such use is determined by MQC, at its sole discretion, to be resulting in a material degradation of MQC’s network, until such time as such degradation has been remedied. MQC will use commercially reasonable efforts to assist Customer in remedying such degradation. In the event of a suspension, MQC may charge reconnecting fee or other charges before restarting service if suspended by customer (See MQC 006.E). Customer shall be responsible for reimbursing MQC for the reasonable and documented costs of the repair or replacement, at MQC’s discretion.MQC requires a minimum of 24-hour notice, if the client must cancel a consulting appointment. Failure to notify may result in inconvenience fee (See MQC 006.E).D.001) Estimate do not include travel time or expensesD.002) Travel time (if applicable) is billed at $80/hr. up to a maximum of $650 per auditorD.003) Expense items including airfare, ground transportation, parking, tolls and lodging are billed at cost. Meals and sundry expenses will be charged at the current IRS Per Diem ratesD.004) This cost estimate is issued subject to Term of ConditionsE) EARLY TERMINATION at any point of the agreement is subject to 50% of project as cancellation fee. Any additional services requested that are not included in a proposal will be billed at $650 per day unless otherwise agreed upon in writing. Implementation and success of this program will be a joint effort between MQC (MQC staff, consultants, associates) AND the customer (Customer management, staff, employees). Successful implementation of this program is subject to client's commitment, cooperation and support for the program, provision of necessary resources, accuracy of information provided, and completion of assigned tasks and action items in timely manner. MQC staff will have access to information including but not limited to documents, records, data and personnel as necessary for MQC to adequately execute its obligations under this proposal. MQC may increase the rates for any remaining Services effective upon notice to Customer. In addition to any other rights and remedies that MQC may have under this Master Agreement, per state laws or equity.

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MQC & Services LLC Terms & Conditions

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