CUBIOS ORDER AGREEMENT DATED November 1st, 2023

This Order Agreement (these “Terms” “Order Terms,” or “Agreement”) governs the placing of an order with CUBIOS, INC. (“CUBIOS” or “we” or “us”) for our WOWCUBE ® System. Please read all of these Order Terms carefully before submitting your Order. By submitting your Order, you agree to be legally bound by these terms.

Delays & Risks. Bringing new technologies to life -- especially hardware products like the WOWCUBE ® System -- involves considerable risk. In order to address this risk, we have people on our team who have experience in hardware & manufacturing. Our world-class firmware engineering team has demonstrated stable device performance in pre-mass production runs.

With all this said, our familiarity with producing hardware makes us respectful of the ever-present possibility of unpleasant surprises, either in the supply chain availability of some critical components or in the delay of an unexpected certification for a particular country. Our error in these areas could result in delays.

Delivery time not Guaranteed. We will endeavor to produce your selected WOWCUBE ® System against our expected lead times, and your priority will be set by the date of your full payment, our manufacturing schedule, our delivery and service operations availability, and execution of the Final Sales Agreement. We cannot guarantee delivery of your order by any particular time.

Changes. The Order Agreement on our website may change from time to time for customers making future purchases. The terms of this Order Agreement, however, will be locked in for orders on the date of the full payment.

In the event CUBIOS seeks to materially change the terms of this Order Agreement for outstanding purchasers who submitted full payment we will email them with the proposed changes and provide them with the opportunity to seek a full payment refund; failure to demand a full payment refund within 30 days will be interpreted as consent for the new term changes.

Our Product Specifications are Subject to Change. Due to supply issues, it’s possible our Console specifications will change slightly or even materially throughout the course of manufacturing. A change in product specification is not a basis for order cancellation or full payment refund.

Console Configuration. You understand that we may not have completed the development of the Console or begun manufacturing the Console at the time of your Order. CUBIOS’s hardware and software specifications are subject to change at any time. You understand available features have not yet been determined and may change, even after features are announced. By agreeing to this Order Agreement you represent and warrant to us that you fully understand that the Console configuration may change in the future.

Launch Pricing: Future pricing is subject to change, and will be reflected on our website. Any pricing shown on our website applies to goods purchased through our website only; WOWCUBE ® System purchased through different channels may be priced differently.

Taxes, customs, & duties. The customer is responsible for any taxes. If you reside outside the United States of America, you may be responsible for customs fees or duties. They may be charged, partially or in full, at a later date.**

Shipping. The customer is responsible for shipping costs charged at the time of purchase.

Cancellation/Return/Refund. You may cancel your Full Payment and receive a full refund any time before the order is shipped. You will receive your refund within approximately 30 business days after the cancellation.

You may also return the console and request a full refund within 15 days after receiving your console by sending an email from the address you used to make the order to [email protected]. You will receive your refund within approximately 30 business days after the return is delivered to us or our designated agent.

Refunds for any orders paid for in crypto currency will be issued in U.S. dollars according to the sum paid on the date they are initially placed.

Payment is Acceptance. You will be charged when you place a Payment. Placing a Payment constitutes an acknowledgment of and agreement to these terms.

Registration. When placing a Payment you represent and warrant that the information you provide is accurate and current. It is your responsibility to keep this information current by emailing [email protected].

Emails, Text Messages, Notifications, and Telephone Calls. You understand and agree that by providing your wireless telephone number you are consenting to receive calls or texts at that number. You also consent to receiving emails to any email address(es) you provide. You further understand and agree that these communications may contain your non-public information. You explicitly confirm that this consent covers the use of these contact methods to call or send text messages to the wireless telephone number(s) and to send text or email messages to the email address(es) you provide, for which you may incur a charge. Separately, we may seek your prior express written consent for marketing text messages or telephone calls. For all communications, you can control permission for calls, texts or push notifications by contacting [email protected].

Force Majeure. The obligations of you and CUBIOS under this Agreement (other than your payment obligations) will be suspended to the extent that such party is wholly or partially precluded from complying with its obligations under this Agreement by force majeure. Force majeure includes, but is not restricted to, fire, storm, flood, earthquake, explosion, accident, act of the public enemy, foreign or domestic war, civil war, rebellion, insurrection, sabotage, outbreak, epidemic, public health emergency, quarantine restriction, labor dispute, labor shortage, transportation embargo or failure, curtailment or delay in transportation, act of God, act (including laws, regulations, orders, advisories, disapprovals or failure to approve) of any government or public health agency or authority, whether national, statewide, municipal, or otherwise, or any other event or circumstance beyond such party’s control.

Severability. If for any reason a court of competent jurisdiction finds any provision, or portion of this Order Agreement, to be unenforceable, the remainder of this Order Agreement shall continue in full force and effect and the unenforceable provision shall be deemed to be modified solely to the extent necessary to make it enforceable.

Modification. Any Agreements made, once made, may not be modified, altered or amended unless expressly agreed to in writing by CUBIOS.

No Waivers. The failure by CUBIOS to enforce any right or provision of these terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of CUBIOS.

Assignment. You may not assign your rights under these Terms without our express prior consent. CUBIOS may assign these Terms or your Order Fee in our discretion without your consent. Any assignment in violation of this Agreement will be null and void.

Discontinuation & Cancellation. CUBIOS may cancel your Order if a product, feature, or option is discontinued after you place your Order. You will be issued a Full Payment refund within 30 days of discontinuation or cancellation.

Limitation of Liability; No Consequential or Indirect Damages. EXCEPT AS OTHERWISE PROVIDED BY APPLICABLE LAW, IN NO EVENT SHALL CUBIOS OR ANY OF ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, EMPLOYEES, LICENSORS AND PARTNERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS ORDER AGREEMENT, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE; (B) WHETHER OR NOT A PROPOSED DEFENDANT WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.

Maximum Liability. EXCEPT AS OTHERWISE PROVIDED BY APPLICABLE LAW, IN NO EVENT SHALL CUBIOS’S OR ANY OF ITS AFFILIATES, OR THEIR RESPECTIVE OFFICERS, EMPLOYEES, LICENSORS AND PARTNERS AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS YOU PAID TO CUBIOS PURSUANT TO THIS ORDER AGREEMENT.

Dispute Resolution; Small Claims Court; Arbitration AND Class Action Waived. To the fullest extent permitted by applicable law you and CUBIOS agree to resolve any claims, demands, disagreements, or disputes between us whether based in contract, tort, statute or otherwise arising from or related to this Order Agreement or our relationship, including advertising and other communications between you and CUBIOS, CUBIOS products or services, and as applicable, your credit application if any, or the purchase or condition of a WOWCUBE(R) System (a “Dispute”) in small claims court, Sarasota County, Florida unless you and we agree otherwise. Either party may bring an individual action in small claims court consistent with the jurisdictional limits that apply to that forum. You and we understand that we are both waiving our rights to present our claims to a jury and to have claims resolved by a jury trial plus we are also waiving our right to go to arbitration or regular district court (other than small claims court) or federal court.

Class Action Waiver. The parties further agree that any small claims action shall be conducted in each party’s respective individual capacity only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis.

YOU AND CUBIOS AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER PARTY ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, NEITHER YOU NOR CUBIOS WILL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER CONSUMERS IN COURT OR OTHERWISE PARTICIPATE IN ANY CLAIM AS A CLASS REPRESENTATIVE, CLASS MEMBER OR IN A PRIVATE ATTORNEY GENERAL CAPACITY.

Initial Dispute Resolution Requirement. Most disputes can be resolved without resort to small claims court. For any Dispute, you and we agree that before taking any formal action to initiate a small claims suit we will contact the other in an attempt to resolve the Dispute. You will contact us at [email protected] and provide a brief, written description of the Dispute and your contact information (including your CUBIOS ID, if you have one). We will contact you at your contact information on file with CUBIOS. You and CUBIOS agree to use reasonable efforts to settle any Dispute directly and good faith negotiations shall be a pre-condition to either party initiating a small claims suit in small claims court, Sarasota County, Florida.

Fees & Costs. You are responsible for your own attorneys' fees and costs.

Applicable Law. This Agreement, its subject matter, formation and enforceability will be governed by the laws of the State of Florida.

Survival. This Agreement shall survive the end of this Agreement and/or your relationship with CUBIOS, including the end of any promotion or contest, opt-out of communication or other use of or participation in any CUBIOS Product or Service.

Entire Agreement. Your Order confirmation, these Terms, any General Terms, and any Privacy Policy will be deemed the final and integrated agreement between you and us on the matters contained in these Terms. It shall supersede all prior and contemporaneous representations, warranties, agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. In the event of any conflict between these Terms, our General Terms and our Privacy Policy, these Terms shall prevail.

Printed Agreement. A printed version of this Agreement and of any notices given in electronic form shall be admissible in a judicial proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.