The following are the terms and conditions by which LYRA-ETK INC., a Delaware corporation (“LYRA ETK” or “we”) sells to its customers (each, a “Customer” or “you”) the iPhysio® device and associated kits or boxes of its accessories (the “Products”). THESE TERMS INCLUDE A MANDATORY BINDING ARBITRATION AGREEMENT AND JURY TRIAL WAIVER. PLEASE REFER TO THE ARBITRATION AND JURY TRIAL WAIVER PROVISION FOR MORE INFORMATION.

1.     GOVERNING TERMS. Any purchase order (each, a “PO”), sale or shipment of the Products shall be deemed to be solely subject to the terms and conditions stated herein (the “T&C”). ETK’s acceptance of an order is expressly subject toCustomer’s acceptance of these T&C. LYRA ETK hereby rejects any and all terms or conditions proposed by Customer, whether contained in any terms and conditions of purchase, shipping release or elsewhere, whether or not conflicting with these T&C. LYRA ETK reserves the right to amend these T&C: the version that will apply to the sale of the Products will be the version that was in force at the time of the placement of the PO.

2.     PROFESSIONAL DENTAL HEALTH CARE CUSTOMERS ONLY. NO RESALE. SINGLE USE PRODUCT ONLY.Customer hereby represents and warrants that customer is currently a duly licensed health care professional or a health care provider entity ordering under the direction of a duly licensed health care professional. Lyra ETK reserves the right to request at any time confirmation of Customer’s alleged condition. Customer represents that Customer is in good standing and has obtained and will maintain all permits, licenses or other local, state or federal governmental approvals required in connection with the use of any Product sold hereunder. Unless otherwise specified in a written contract between Customer and LYRA ETK, purchases made on the online store or on the mobile application are solely intended for end users only and are not authorized for resale. Customer hereby acknowledges and agrees that each Product is for single use for patient safety reasons. Products labeled “STERILE” are certified to be sterile unless sterile package is opened or damaged.

3.     PURCHASE ORDERS. LYRA ETK reserves the right to verify compliance with Section 2 and cancel any PO where compliance cannot be satisfactorily documented and verified by LYRA ETK. POs cannot be cancelled or modified by Customer without LYRA ETK’s prior written consent, which may be grated at LYRA ETK’s sole discretion. Customer may contact Customer service at orders@lyraetk.com to request a cancelation. POs are subject to a minimum of $250, unless agreed otherwise by LYRA ETK’s customer service in writing, subject to Customer’s payment of an additional small order processing fee. All Products offered are subject to availability, and we reserve the right to impose quantity limits on any PO, to reject all or part of a PO, and to discontinue offering certain Products without prior notice

4.     PRICES. Published prices are expressed in United States Dollars. Prices may be changed at any time and without notice. The applicable price is the price in effect at the time of placement of the PO. Prices do not include transportation of the Products. Customer selects its preferred delivery method and delivery time at the time of placement of the PO, and such cost shall be added to the invoice and paid by Customer.

5.     TAXES. Prices do not include any sales, use, value-added, excise, consumption, customs duties, ad valorem, regulatory, property or other taxes, duties or charges applicable to the sale, use or delivery of the Product, all of which shall be paid by Customer separately or added to the invoice and paid by Customer to LYRA ETK, as applicable.

6.     CONFIDENTIALITY. INTELLECTUAL PROPERTY. LYRA ETK’s prices are confidential and may not be shared with any non-governmental third party without the prior written consent of LYRA ETK unless required by operation of law. Customer agrees that any intellectual property rights associated with the Products are and shall remain the exclusive property of LYRA ETK and agrees not to, directly or indirectly, reverse engineer or copy any of the Products.

7.     REBATES AND DISCOUNTS. The price and amount invoiced may not reflect the net cost of Products to the Customer. Customer agrees to comply with all applicable laws and regulations relating to the accounting and application of discounts, including but not limited to all U.S. federal and state laws and regulations regarding reimbursement and proper reporting of discounting and pricing, such as the requirements of the discount “safe harbor” located at 42 C.F.R. 1001.952(h), as applicable, and any other local government laws and regulations. Pricing under this Agreement may constitute discounts on the purchase of Products and must be properly reported by Customer and appropriately reflected as required by applicable law or contract.

8.     PAYMENTS. Invoices are issued electronically and sent by email. Payment shall be made in United States dollars and is due at the time of placement of the PO.

9.     DELIVERY TERMS. Products sold hereunder are delivered FOB Delivered (Uniform Commercial Code). The place of delivery is the Customer location indicated by the Customer when placing the PO (“Delivery Point”). The Delivery Point can only be in the United States or its territories. Title and risk of loss to the Products passes upon delivery or attempted delivery of the Products at the Delivery Point. Customer shall pay, in addition to the Product price, the cost of shipment of the Products, unless indicated otherwise in these T&C or in a writing signed by an authorized representative of LYRA ETK. LYRA ETK may, without liability, make partial shipments of Products ordered under a PO. LYRA ETK, may, during any period of shortage, allocate its available supply of Products among itself and its Customers in such manner as LYRA ETK, in its reasonable judgment, deems fair and equitable.

10.   DELIVERY TIMES. LYRA ETK shall provide reasonable efforts to deliver the Products as soon as possible, but any delivery date provided is an estimate only and is not binding. LYRA ETK will keep Customer reasonably informed of any changes in the estimated delivery date. Except in the case of a Force Majeure or Contingency, if some of the Products ordered are not delivered within thirty (30) days of the estimated delivery date, Customer should contact LYRA ETK at orders@lyraetk.com and LYRA ETK will, at its option, either refund the unavailable Products or provide Customer with a credit towards future purchases.

11.   30-DAY LIMITED WARRANTY. LYRA ETK warrants that, at the time of delivery to Customer, each Product delivered (i) is free from defects in material and workmanship, (ii) is the specific Product ordered in the PO, (iii) is not damaged, and that (iv) the kit or box associated with the Product includes all components ordered (each a “Conforming Product”). Upon delivery of the Products, Customer shall inspect the Products and note on the bill of lading or other delivery receipt any errors in delivery, damaged or missing Products or components of boxes/kits (each, a “Non-Conforming Product”). Customer shall immediately notify LYRA ETK’s customer service at orders@lyraetk.com of such issues. Timely notification is important to allow LYRA ETK to file a claim with the transportation carrier and remedy the situation per the terms of its limited warranty. Customer shall then have thirty (30) days after delivery to notify LYRA ETK’s customer service at orders@lyraetk.com of any other Non-Conforming Products discovered by Customer after delivery. ANY WARRANTY CLAIM FOR NON-CONFORMING PRODUCTS MUST BE MADE BY CUSTOMER IN WRITING WITHIN THIRTY (30) DAYS OF DELIVERY OF THE PRODUCTS AT THE DELIVERY POINT OR BE DEEMED WAIVED. This limited warranty excludes any Product damaged or lost by Customer or its personnel during such thirty (30) day period. Any explanations as to why a Product is Non-Conforming shall be stated with particularity in such writing or be deemed waived. Customer shall furnish evidence, such as photographs or other documentation reasonably requested by LYRA ETK, that the Products are Non-Conforming Products and make such Products available for inspection by LYRA ETK upon request. Subject to timely notification and submissions of satisfactory evidence of a warranty claim, upon confirmation by LYRA ETK of the existence of a Non-Conforming Product, LYRA ETK WILL REPLACE OR, IN ITS SOLE DISCRETION, CREDIT OR REFUND NON-CONFORMING PRODUCTS, AND CUSTOMER AGREES THAT SUCH REMEDIES ARE CUSTOMER’S SOLE AND EXCLUSIVE REMEDIES UNDER THIS LIMITED WARRANTY. Under no circumstances shall Products be returned to LYRA ETK without prior written permission from LYRA ETK. For Non-Conforming Products confirmed by LYRA ETK, Customer shall submit a Return Materials Authorization Form (RMA) and follow LYRA ETK’s customer service’s instructions. Such returns are at LYRA ETK’s cost. The RMA form may be obtained by contacting orders@lyraetk.com.

12.   EXCLUSIONS. EXCEPT FOR THE LIMITED WARRANTY EXPRESSLY DESCRIBED ABOVE, TO THE FULLEST EXTENT PERMITTED BY 6 DEL. C. §2‑316 AND OTHER APPLICABLE LAWS, NEITHER LYRA ETK NOR ANY OF ITS AFFILIATED COMPANIES MAKES ANY OTHER REPRESENTATION OR WARRANTY WITH RESPECT TO THE PRODUCTS, EXPRESS OR IMPLIED, WRITTEN OR ORAL, INCLUDING, WITHOUT LIMITATION, AS TO THE SUITABILITY, DURABILITY, DESIGN, OPERATION, OR CONDITION OF THE PRODUCTS (OR ANY COMPONENT THEREOF) OR THEIR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR RELATING TO THE INFRINGEMENT OF ANY PROPRIETARY RIGHT USED OR INCLUDED THEREIN.THIS WARRANTY APPLIES ONLY TO THE ORIGINAL CUSTOMER WHO HAS TIMELY NOTIFIED LYRA ETK. CUSTOMER ACKNOWLEDGES AND AGREES THAT PRODUCT FAILURES MAY OCCUR FOR A VARIETY OF REASONS. CUSTOMER AGREES THAT CUSTOMER ASSUMES ALL RISKS AND LIABILITY ARISING FROM THE USE OF THE PRODUCTS SOLD BY LYRA ETK, WHETHER USED SEPARATELY OR IN COMBINATION WITH THIRD PARTY PRODUCTS.

13.   COURTESY RETURN POLICY. This return policy does not apply to Products returned in connection with a warranty claim but only for returns that are for the convenience of Customer. For warranty claims, please contact customer service at orders@lyraetk.com and review the terms of our 30-day limited warranty. With respect to returns for convenience, Customer shall request and submit an RMA approval request to be obtained at orders@lyraetk.com. RETURNED PRODUCTS MUST BE DELIVERED TO LYRA ETK IN RESALABLE CONDITION, i.e., undamaged, sealed in their original unopened packaging, with a remaining shelf life of at least 12 months (the “Resale Conditions Requirements”). Without limiting the foregoing, any opened, re-sealed or relabeled, damaged, soiled, deteriorated or contaminated Product or packaging shall be deemed not to meet the Resale Conditions Requirements and will not warrant a credit, refund or replacement as such Product will have to be destroyed or otherwise disposed of by LYRA ETK. Products sold as a kit or box cannot be returned as individual components. Any return is subject to LYRA ETK’s receipt of a timely duly completed RMA, shipment of the Products to LYRA ETK within ten (10) days of approval of the RMA with a copy of the approved RMA and original invoice, and compliance with all requirements of this return policy.

(A) With respect to Products that are returned but not exchanged: (i) the returned Products must be returned within thirty (30) days from the date of delivery at the Delivery Point by certified mail with return receipt, (ii) the shipping costs to return the Products shall be borne by Customer and Customer shall bear the risk of loss and damage during transportation of the returned Products to LYRA ETK’s designated return location, (iii) the Products returned must meet the Resale Condition Requirements upon delivery at LYRA ETK’s designated return location and (iv) if the Products returned meet the Resale Conditions Requirements, LYRA ETK may, at its option, either issue a credit towards future purchases or issue a refund to Customer. This courtesy return right does not imply any continuing quality warranty beyond our 30-day limited warranty.

(B) With respect to Products that are returned to be exchanged: (i) the returned Products must be returned within 24 months from the date of delivery at the Delivery Point by certified mail with return receipt, (ii) the returned Products must still be available for sale with the same reference number on the online store or on the mobile application at the time the RMA is received by LYRA ETK; (iii) the purchase price of the replacement Products purchased must be at least as much as the price paid by Customer for the returned Products and Customer will pay for the price difference; (iv) the shipping costs to return the Products to LYRA ETK shall be borne by Customer and Customer shall bear the risk of loss and damage during transportation of the returned Products; (v) the shipping costs to ship the replacement Products shall be borne by Customer and are delivered FOB Delivered Delivery Point (UCC) and their sale is otherwise subject to the terms of these T&C, and (vi) if the Products returned for exchange meet the Resale Condition Requirements, LYRA ETK will apply a credit towards the payment of the replacement Products in the amount of the price of the returned products, minus shipping and insurance costs and charge Customer for any price difference. LYRA ETK also reserves the right, in its sole discretion, to decline any return or exchange of Product if the returned Products do not match the lot number of the Products approved for return in the RMA and may terminate the eligibility of any Customer from this courtesy return policy in the event of suspected abuse or fraud. This courtesy return right does not imply any continuing quality warranty beyond our 30-day limited warranty.

14.   COMPLIANCE WITH INSTRUCTION MANUALS AND APPLICABLE LAWS. Customer agrees to comply with applicable laws in connection with the purchase and use of the Products. Customer agrees to notify LYRA ETK of any adverse event involving the use of the Products. Customer, and all health care professionals using the Products purchased by Customer must follow any instructions manuals or videos provided by LYRA ETK and comply with the American Dental Association (ADA) standards and other standards generally applicable in the industry. Customer acknowledges that the Products are for a single use and not to use any Product more than one, or to use any Product whose packaging has been opened or damage before use, or any Product that is otherwise no longer sterile.

15.   NO RESALE; EXPORT RESTRICTIONS.  Customer represents that Customer is purchasing the Products for its internal use only. Resales are prohibited. Use of the Products outside of the United States and its territories is prohibited. Customer shall not ship, resell or otherwise transfer the Products to any third party without LYRA ETK’s prior written consent. Customer further acknowledges that LYRA ETK’s Products may be subject to licensing and export controls laws and regulations: UNDER NO CIRCUMSTANCES SHALL CUSTOMER SHIP OR EXPORT THE PRODUCTS OUTSIDE OF THE UNITED STATES OR ITS TERRITORIES. Customer shall, if requested by LYRA ETK, provide information on the location of use of the Product. Customer shall cooperate fully with LYRA ETK in any official or unofficial audit or inspection related to applicable export or import control laws or regulations.

16.   LIMITATION OF LIABILITY. TO THE FULL EXTENT PERMITTED BY LAW, WITH RESPECT TO ANY DEMAND, CAUSE OF ACTION OR CLAIMS OR ALLEGATIONS RELATED TO OR ARING IN ANY WAY FROM LYRA ETK’S PRODUCTS, SERVICES, THESE T&C OR ITS RELATIONSHIP WITH CUSTOMER (EACH, A “CLAIM”): (A) IN NO EVENT SHALL LYRA ETK OR ITS PARENT OR ITS AFFILIATES AND THEIR RESPECTIVE AGENTS, OWNERS, OFFICERS, DIRECTORS OR OTHER MANAGERS, EMPLOYEES, REPRESENTATIVES OR CONTRACTORS (EACH A “LYRA REPRESENTATIVE”) BE LIABLE TO CUSTOMER, ITS CUSTOMER REPRESENTATIVES OR ANY THIRD PARTY FOR ANY LOST PROFITS, INDIRECT, INCIDENTAL, CONSEQUENTIAL DAMAGES, SPECIAL EXEMPLARY OR PUNITIVE DAMAGES, BUSINESS INTERRUPTION, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, IN EACH CASE WHETHER OR NOT BASED UPON LYRA ETK’S NEGLIGENCE, BREACH OF CONTRACT OR WARRANTY, STRICT LIABILITY, TORT OR ANY OTHER LEGAL THEORY, EVEN IF LYRA ETK HAS BEEN APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING; AND (B) IN NO EVENT SHALL LYRA ETK’S CUMULATIVE LIABILITY WITH RESPECT TO ONE OR MORE CLAIMS EXCEED THE AMOUNT PAID BY CUSTOMER FOR THE PRODUCTS GIVING RISE TO THE CLAIMS. CUSTOMER’S EXCLUSIVE REMEDY AGAINST LYRA ETK FOR ANY CLAIM IS, AT LYRA ETK’S OPTION, EITHER (A) REPLACEMENT OR REPAIR OF THE PRODUCTS; OR (B) A REFUND OF THE AMOUNT PAID TO LYRA ETK FOR THE PRODUCTS (WHICH MAY BE CONDITIONED UPON RETURNING THE PRODUCTS TO LYRA ETK).

17.   TIME TO BRING CLAIMS. Notwithstanding any contrary statute of limitations, any Claim by Customer shall be barred unless commenced by Customer within one year from the date of delivery of the Products associated with such Claim.

18.   INDEMNIFICATION. To the full extent permitted by applicable law, Customer shall indemnify, defend and hold harmless LYRA ETK, its parent, affiliates, and their respective officers, directors, shareholders, employees and other Lyra Representatives (each, an “Indemnitee”), from and against any and all Claims brought by any third-party, including but not limited to the Customer Representatives or Customer patients (each, a “Third-Party Claim”) against an Indemnitee and all associated damages, liabilities, losses, costs and expenses (including without limitation reasonable attorneys' fees and court costs) arising from or in connection with: (i) a breach or alleged breach of any provision of these T&C by Customer or acts and omissions of the Customer Representatives; (ii) the actual or alleged negligence or the unlawful or willful misconduct of Customer or its Customer Representatives; (iii) the use of the Products by Customer or the Customer Representatives; (iv) any professional malpractice or product liability allegations associated with third party manufactured goods incorporating a Product as an implant tool or raw material or component; or (v) any modification of a Product by anyone other than LYRA ETK without its prior written approval. A “Customer Representative” refers to Customer’s owners, health care providers, officers, directors, contractors and employees, and other agents. LYRA ETKA reserves the right to assume or participate, at Customer’s expense, in the investigation, settlement and defense of any Third-Party Claim.

19.   FORCE MAJEURE AND CONTINGENCIES. LYRA ETK shall not be liable and shall be excused for failure to perform caused by acts of God; war (declared or undeclared); riots or acts of terrorism; epidemics; fire, hurricanes, tornadoes, explosions or floods; strikes, work stoppages, slow-downs, or other labor difficulties; shortage of vehicles, fuel, power, material or labor; embargo or delay in transportation; accidents; compliance with any order or request by a government agency or official thereof (each, a “Force Majeure Event”); or for failure to perform or delays in performance caused by any other event or contingency beyond LYRA ETK’s reasonable control (“Contingencies”), even if such event or contingency was foreseeable. In the event of the occurrence of any of the foregoing, the time for performance shall be extended for such time as may be reasonably necessary to enable LYRA ETK to perform. No such failure or delay shall be the basis for a PO cancelation by Customer or refund or credit to Customer without LYRA ETK’s prior written consent.

20.   GENERAL PROVISIONS. The purchase of the Products and these are governed by the internal laws of the State of Delaware, without regard to its conflicts of law principles. These T&C represent the entire agreement of the parties with respect to the subject matter hereof and supersede any and all other agreements, either oral or written, between the parties with respect to such subject matter. Customer may not delegate any duties nor assign any rights or claims hereunder without LYRA ETK’s prior written consent, and any such attempted delegation or assignment shall be void. If any part of these T&C are determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision, and the remainder of these T&C shall continue in effect. LYRA ETK’s failure to enforce, or LYRA ETK’s waiver of a breach of, any provision contained herein shall not constitute a waiver of any other breach or of such provision. LYRA ETK reserves the right to amend these T&C: the version that will apply to the sale of the Products will be the version that was in force at the time of the placement of the PO. No amendment or modification may be made to these T&C unless in writing and duly executed by an authorized representative of LYRA ETK. The provisions of these T&C shall survive the completion or cancelation of a PO or the delivery of the Products.

21.   ARBITRATION. JURY TRIAL WAIVER. In case of any controversy, claim or dispute arising out of or related to the purchase or use of the Products, these T&C, or in any arising out of or related the relationship of the parties (each, a “Dispute”), the parties shall first attempt to resolve the Dispute amicably by organizing an in-person or video meeting between their respective executives within twenty (21) days of the receipt of the notice of the Dispute by a party. If the Dispute is not resolved within thirty (30) days of such meeting, either party may submit the Dispute to arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules. The Dispute shall be heard by a single independent arbitrator unrelated to the parties or their counsel, and with experience with the medical device industry. The place of arbitration shall be in Chicago, Illinois. Unless the amount in dispute exceeds $25,000, the arbitration will be based on the submission of documents and there shall be no in-person or oral hearing. If the amount in dispute exceeds $25,000, depositions shall be limited to a maximum of 4 depositions per party and shall be held within fifteen (15) days of the request for a deposition. Depositions and hearings may be held remotely via video conference. The award shall be rendered within six (6) months of the filing of the demand to arbitrate, and the arbitrator shall agree to comply with this schedule before accepting the appointment. However, this time limit may be extended by the arbitrator for good cause shown, or by mutual agreement of the parties. The arbitrator will decide all issues relating to the enforceability, interpretation, scope, and application of this agreement to arbitrate (including “gateway” issues of arbitrability, whether the arbitration agreement is unconscionable or illusory and any defense to arbitration). The arbitrator shall have no authority to award punitive or other damages not measured by the prevailing party's actual damages, except as may be required by statute. The arbitration proceedings and the award shall be confidential. To the full extent permitted by law, each party shall bear its own costs and expenses, and the parties shall share the arbitrator’s fees and administrative fees equally. The award of the arbitrator shall be final, binding and reasoned in writing. Judgment on the award may be entered in any court having jurisdiction thereof. BY AGREEING TO ARBITRATION, EACH PARTY HEREBY VOLUNTARILY AND KNOWINGLY WAIVES ITS RIGHT TO A TRIAL BY A JURY.

22.   NOTICES. Except when these T&C expressly allow for notices or demands to be submitted  via e-mail, all notices and demands from Customer to LYRA ETK must be made by certified mail to our address indicated on our online store or on our mobile application, with a copy via e-mail to legal@lyraetk.com and orders@lyraetk.com, clearly indicating the subject-matter of the notice or demand and the associated PO. LYRA ETK will send mail certified mail notices to the address provided by Customer when placing its most recent PO.