Customer Terms of Service – CTOS
Last modified August 16, 2022

1. Introduction
1.1 e-Industrial Solutions, Inc. (“EIS”) maintains the publicly available website located at e-industrial.com and all of its content (collectively, the “Platform”) for use by its Customers. A “Customer” is a customer it has agreed to work with that will upload, review, use, analyze, purchase, design, store in the cloud, as before (asb4) items, new items and future items to be acquired from EIS through the platform.

The Customer hereby agrees that its access to and use of the Platform is subject to these Customer Terms of Service (“CTOS”), e-Industrial Solutions Privacy Policy located at https://e-industrial.com/privacy-policy.html and all applicable laws.

By accessing, using, and browsing the Platform, the Customer agrees to be bound by these CTOS. These CTOS govern the Customer’s use of the Platform, including but not limited to the use of quote and purchase opportunities, as well as the purchase and sale of Items via the Platform.

Each individual user of the Platform (“User”), such as the employees, agents and assignees of the Customer, agree to be bound by these CTOS on behalf of the Customer the User is associated with, and represents and warrants that they have the authority to agree to these CTOS on the Customer’s behalf.

These CTOS may be incorporated into other agreements such as agreements entitled “Master Service Agreement” or “MSA”. In the event of a conflict in terms between these CTOS and those terms of the incorporating agreement (“Incorporating Agreement”), the terms of this Agreement shall supersede the
terms of the Incorporating Agreement unless such other Incorporating Agreement specifically states otherwise.

These CTOS, and any related Incorporating Agreement, constitute the entire and exclusive understanding and agreement between the Customer and E-Industrial Solutions, Inc. regarding the Platform. Any failure by e-Industrial Solutions, to enforce any right or provision of these CTOS will not be considered a waiver of such right or provision, and the waiver of any such right or provision will be effective only if agreed upon in writing and signed by a duly authorized representative of e Industrial Solutions.

E-Industrial Solutions, Inc. may periodically revise any of these CTOS. If a revision is material, as determined solely by E-Industrial Solutions, Inc., the Customer will \ be notified. The current version of these CTOS will always be posted on E-Industrial Solutions, Inc.’s terms of service page. By continuing to use the Platform after revisions become effective, the Customer is agreeing to be bound by the revised CTOS.

These CTOS form a binding contract between the Customer and E-Industrial Solutions, Inc. with respect to the Customer’s access to and use of the Platform.

2. Quotes
2.1 All quote requests submitted by the Customer via the Platform, or otherwise are
governed by these CTOS.

2.2 The date the Customer’s quotes expire are as set by the submission of the quote date.

2.3 The Customer is responsible for ensuring that all specifications, including material and certification claims that it requests in its quote requests are as Customer needs. Any specifications not provided and required by Customer are understood to be left to the discretion of the e-Industrial Solutions.

2.4 Customer acknowledges that it may receive no responses to its quote requests, and that nothing herein is a guarantee of a response from e-Industrial Solutions.

2.5 Customer agrees that it shall only submit Quotes requests with the actual intention to purchase Items.

3. Orders
3.1 Orders submitted or entered into by the Customer via the Platform, or that should have been submitted or entered into via the Platform, are governed by these CTOS. When Customers agree to transact via the Platform, will apply between Customer and e-Industrial Solutions.

3.2 Orders are legally binding agreements between the Customer and e-Industrial
Solutions, once they have been finalized. By submitting an order, the Customer is agreeing to the details of the order as specified. An order for a first-time Item is finalized once the Customer has approved all of the required materials which may include proofs, physical samples, and/or documents. A reorder for an Item is finalized once e-Industrial Solutions has acknowledged and accepted the order with all required materials finalized and approved.

3.3 Once finalized, an order is only cancellable if such cancellation is mutually agreed upon by both the Customer , e-Industrial Solutions and any applicable E Industrial Solutions. The Customer or E-Industrial Solutions may cancel an order for any reason if it has not been finalized. To cancel an order, the Customer must send a message requesting cancellation within the applicable order and include the messaging platform.

3.4 When the order is placed, quality standards for the manufacturing of the Items will be by default as defined by the most recently defined policy set in e-industrial.com. If no policy exists for the Item or if the Customer desires a different quality policy, the Customer must define it in the specification it requires in the quote request made through the Platform. The Customer is responsible for inspecting the Items and any associated cost of inspection.

3.5 Unless otherwise agreed upon by Customer and e-Industrial Solutions and stipulated in the applicable quote, Items manufactured are subject to overproduction or underproduction by the E-Industrial Solutions, such amount not to exceed the variance specified in the E-Industrial Solutions’s approved quote. In such case, the Customer shall accept such variance and the amount to be paid to e-Industrial Solutions will be adjusted accordingly.

3.6 Estimated production times and estimated completion dates displayed on quotes and/or orders are presented as guidance by the e-Industrial Solutions but are not binding.

Production times and estimated completion dates assume the Customer’s credit information is up to date and prompt approval by the Customer of any necessary documentation, including but not limited to proofs, structural samples and ink drawdowns. Production times may differ from the listed values in the E-Industrial Solutions, Inc. Product Catalog.

3.7 Orders may be subject to delays that are outside of the e-Industrial Solutions’s control, including, but not limited to, acts of god, war, insurrection, riots, terrorism, crime, labor shortages (including lawful and unlawful strikes), embargoes, postal disruption, communication disruption, unavailability of payment processors, failure or shortage of infrastructure, shortage of materials, or any other event beyond the EIS control. Neither E-Industrial Solutions, Inc. nor any of it’s E-Industrial Solutions’s will be responsible for any financial consequences related to delays, but will make every reasonable effort to mitigate delays and manage issue resolution to provide solutions.

4. Shipments
4.1 Terms on quantity and on shipping are as agreed upon by Customer and e-Industrial Solutions.

E-Industrial Solutions, Inc. is neither a party to such transaction nor is responsible for the performance of carriers or third party vendors with regard to such transaction.

4.2 The Customer should provide instructions to e-Industrial Solutions as to how the Items purchased from e-Industrial Solutions should be packed, marked and shipped by E-Industrial Solutions. In the absence of such instructions, Customer should expect that E-Industrial Solutions often will endeavor to pack, mark and ship Items in accordance with requirements of common carriers in a manner to secure lowest transportation costs. Unless the Customer and e-Industrial Solutions agree otherwise in writing, the Customer can generally refuse to accept an order shipped contrary to their instructions in which event the Items may be returned to the e-Industrial Solutions at e-Industrial Solutions’s expense.

However, these aforementioned contractual terms are as Customer and e-Industrial
Solutions agree to, as e-Industrial Solutions, Inc. is not a party to such agreement.

4.3 Unless the Customer and the e-Industrial Solutions agree otherwise in writing, generally the Customer may change the shipment schedule for an order if notice is given to E-Industrial Solutions no later than 8 days prior to the initially agreed upon ship date.

However, these aforementioned contractual terms are as Customer and E-Industrial Solutions agree to.

4.4 The Customer should be notified by e-Industrial Solutions of any potential delays no later than 5 days prior to the initially agreed upon ship date. E-Industrial Solutions should ship no earlier than 12 days prior to the initially agreed upon ship date, unless otherwise agreed upon with the Customer. Partial shipments may not be allowed, unless otherwise agreed upon with the Customer. However, these aforementioned contractual terms are as Customer and e-Industrial Solutions agree to.

4.5 E-Industrial Solutions may provide an estimated shipping cost upon quote submission. Actual shipping cost will be provided by the E-Industrial Solutions to the Customer and billed at the time of the E-Industrial Solutions’s booking of the shipment. Actual shipping cost may differ from initial estimate, and the Customer is responsible for paying the actual cost.

5. Substitutions and Modifications
5.1 Any specification or structural design changes made to a product shall be governed by the agreements between Customer and e-Industrial Solutions. e-Industrial Solutions, Inc. requires that such changes be reflected in the product specifications and proof shown in the Platform prior to production.

5.2 If the Customer desires to make changes to Item specifications, structural designs, methods of shipment, quantities ordered, place of shipment or shipment schedule, the Customer will be subject to the all costs to date as well as equitably compensating E-Industrial Solutions for the costs of accommodation.

In order to change the specifications of an order that has already been submitted, Customer must cancel that order and submit a new order with the desired specifications or fill out a Change Order Request “ COR “ and submit through the platform channels.

6. Tooling

6.1 The Customer should own any tooling used in the production of a product once the tooling has been paid for, but it is the Customer’s obligation to specify such requirement to e-Industrial Solutions.

6.2 In general, the Customer’s tooling will be stored by the applicable e-Industrial Solutions supplier for up to 12 months without use. Tooling that has not been used for a period of 12 months from last purchase date may be disposed of at the discretion of e-Industrial Solutions, unless the Customer has previously requested them. However it is the Customer’s obligation to specify such requirement to e-Industrial Solutions.

6.3 In general, the Customer can request transfer of any tooling from e-Industrial Solutions to any other entity. For example, the Customer may request that tooling be transferred to another manufacturer. Such transfer may be subject to the Customer paying for or reimbursing e-Industrial Solutions for associated costs of transfer, such as but not limited to shipping, handling and export fees. It is the Customer’s obligation to specify such requirement to E-Industrial Solutions in writing and via the platform.

6.4 E-Industrial Solutions, Inc. is not responsible for any Customer tooling or associated transfers, or any other aspects of the transactions and obligations between Customers and E-Industrial Solutions Suppliers.

7. Payments
7.1 The Customer can submit an application to e-Industrial Solutions, Inc. for payment terms through the Platform. The Customer agrees that e-Industrial Solutions, Inc. may provide this information to E-Industrial Solutions credit analysis team internal or third party for their consideration of what payment terms they may offer the Customer.

7.2 The Customer agrees that the payment terms for an order it confirms shall be the ones the e-Industrial Solutions offered during submission of the most recent applicable quote. As between e-Industrial Solutions, Inc. and the Customer, the Customer is solely responsible for adhering to the payment terms granted by E-Industrial Solutions. Payment terms may apply to tooling, taxes and other fees in addition to Items. If not otherwise specified by the E-Industrial Solutions, the Customer agrees that payment for an order is due upfront and prior to the beginning of production.

7.3 The Customer will receive an invoice within the Platform in accordance with the
payment terms associated with the applicable order. The Customer’s payment of an invoice will not constitute any waiver of the Customer’s rights or be deemed an acceptance of any shipment. The Customer agrees to make payment for all orders though the Platform and the payment processors designated therein or by agreed to method between Customer and E-Industrial Solutions. With regard to orders, payment processors act on behalf of E-Industrial Solutions and E-Industrial Solutions, Inc. is not a payment intermediary. Payments must be made by the Customer through the Platform using ACH or credit card. A valid default
payment method is required to be maintained by the Customer on the Platform. Customer’s payment method can be added in e-Industrial Solutions, Inc. by going to Settings & Payment Methods. The Customer’s default payment method may be auto-debited for all upfront amounts due at the time of an order and/or any amounts that are overdue in accordance with Customer’s approved payment terms. If payment is declined an additional fee may be assessed per charge attempt. Invoices that remain unpaid by the Customer will be automatically paid using the Customer’s default payment method 3 days after the invoice due date.

Customer authorizes charges to the bank account or credit card on file. Customer agrees that Customer will be charged the full balance of all past due bills. Customer agrees that payments with a credit card will incur convenience fee that is approximately 3.1%.

Customer agrees that notification of bills becoming due will be sent to the accounts payable email address on file. Customer agrees that this authorization will remain in effect until Customer cancels it in writing, and Customer agrees to notify e-Industrial Solutions, Inc. in writing of any changes in the Customer’s account information or termination of this authorization at least 30 days prior to the next billing date. If the past due balance(s) fall on a weekend or holiday, Customer agrees that the payments may be executed on the next business day. In the case of an ACH Transaction being rejected for Non-Sufficient Funds (“NSF”), Customer agrees that E-Industrial Solutions, Inc. may, at its sole discretion, attempt to
process the charge again within 3 business days. Customer also agrees to an additional $75.00 charge for each attempt returned as NSF which will be initiated as a separate transaction from the authorized payment(s). The Customer agrees that the origination of ACH transactions to the account on file must comply with the provisions of U.S. law. The Customer agrees it will not dispute any transactions referred to herein with the Customer’s bank or credit card company, so long as the transactions correspond to the terms indicated in herein.

7.4 If the Customer has not made payment, Customer agrees e-Industrial Solutions may withhold the shipment of applicable Items. If the Customer is late in making payment, E-Industrial Solutions, Inc. may provide a collections team with the Customer’s contact information upon request.

7.5 The Customer is responsible for paying all taxes e-Industrial Solutions is or may be required to pay/collect, unless the e-Industrial Solutions agrees with the Customer otherwise.

8. Risk of Loss
8.1 The Customer agrees that who bears responsibility and liability for damage occurring to Items after production by e-Industrial Solutions has completed, but before their arrival at the Customer’s designated delivery location shall be determined by the delivery details specified in the quote provided by the E-Industrial Solutions.

8.1.1 If the order specifies a final delivery location, it means that e-Industrial Solutions shall transfer legal title and ownership to the Customer upon departure of the Items at the Customer’s designated shipping location. For international orders, transfer of legal title and ownership will take place no earlier than arrival at the port of entry of the destination. It is Customer’s obligation to require this, if at all, in its transaction with E-Industrial Solutions.

8.1.2 If the order specifies a pickup location, it means the E-Industrial Solutions shall transfer legal title and ownership to the Customer once Items are loaded onto the Customer’s carrier or vehicle. It is Customer’s obligation to require this, if at all, in its transaction with e-Industrial Solutions.

9. Dispute Resolution
9.1 In the event of a breach of these CTOS or a dispute as to the meaning of these CTOS, the Customer and e-Industrial Solutions, Inc. agree to expeditiously attempt to resolve such dispute as set forth in this Section. If within 30 days after one party notifies the other in writing of the existence of a dispute the matter is unresolved to the satisfaction of either party, then the parties shall seek to resolve the matter by binding arbitration in accordance with the rules of the American Arbitration Association.

9.2 For disputes related to production quality, the Customer agrees to follow and accept the process, criteria and tolerances outlined in E-Industrial Solutions, Inc. quality policies located at  e-Industrial Solutions, Inc..com . For Customer disputes unrelated to quality and not covered under these CTOS, the Customer agrees to work with E-Industrial Solutions, Inc. on a reasonable effort basis, to attempt to resolve disputes prior to taking any legal action.

10. Off-Platform Communication
10.1 The Customer agrees that e-Industrial Solutions, Inc. shall have no liability or
responsibility for any quotes, orders, or changes to the foregoing that are made outside of the Platform or that are not reflected in the Platform.

11. Non-Circumvent; Non-Diversion; Non-Disparagement
11.1 The Customer agrees not to pursue any quote opportunities related to e-Industrial Solutions found via the Platform unless done so via the Platform.

11.2 E-Industrial Solutions, Inc. has the right to remove the Customer from the Platform if the Customer tries to circumvent e-Industrial Solutions, Inc. and work directly with the E- Industrial Solutions Suppliers outside of the Platform. Examples of circumvention include, but are not limited to:

11.2.1 The Customer has placed an order with the e-Industrial Solutions via the Platform and a re-order is moved off the Platform and placed with Supplier direct.

11.2.2 The Customer has placed an order with the e-Industrial Solutions via the Platform, it is not accepted by the e-Industrial Solutions through the Platform but is instead moved off the Platform or otherwise pursued outside the Platform.

11.2.3 The e-Industrial Solutions has submitted a quote to the Customer via the Platform but the order is moved off the Platform or pursued outside of the Platform.

11.2.4 The Customer creates a quote request and the e-Industrial Solutions submits a quote to the customer outside of the Platform.

11.2.5 The Customer identified e-Industrial Solutions through the Platform and approached that e-Industrial Solutions outside of the Platform.

11.3 The Customer shall not, at any time, disparage e-Industrial Solutions, Inc. or its officers, employees, directors, agents, or their products or services.

12. Platform Users and Security
12.1 The Customer shall be responsible and liable for the actions of users associated with their account. The Customer shall ensure such users must use the Platform in compliance with these CTOS. Customer will employ commercially reasonable security and access controls designed to protect the information and materials it submits to or otherwise manages on the Platform, as well as who it allows to have access to the Platform.

12.2 The Customer agrees to notify e-Industrial Solutions, Inc. immediately of any known or suspected unauthorized use of the Platform by its users. e-Industrial Solutions, Inc. has the right to contact any user on the Platform at any time and may immediately suspend or terminate authorized user’s access to the Platform for any actual or suspected violation of these CTOS at any time.

12.3 The Customer, and the users of the Customer, agree not to:

12.3.1 Share passwords or login details with anyone within or external to the Customer’s organization;

12.3.2 Share Platform features or content with any third party;

12.3.3 Access the Platform to build a competitive product or service, or reverse engineer any of the software or products of e-Industrial Solutions, Inc.; and/or

12.3.4 Download or use any e-Industrial Solutions, Inc. graphics or photography without written authorization from e-Industrial Solutions, Inc.

12.4 The Customer, and the users of the Customer, agree not to submit, transmit or upload to the Platform any content that:

12.4.1 Is false, deceptive, misleading, slanderous, libelous, malicious or deceitful;

12.4.2 Infringes any Intellectual Property Rights or other rights of any third party, or is a submission that they do not have the right or authority to make;

12.4.3 Contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software, hardware or telecommunications equipment; and/or

12.4.4 Disrupts the normal flow of dialogue with an excessive amount of submissions (flooding attack) to the Platform, or that otherwise negatively affects other users’ ability to use the Platform.

13. Use of Third Parties
13.1 The Customer is responsible for and shall be liable for the actions of any third parties it involves in a quote, order and if applicable shipment. This responsibility extends to but is not limited to the use of subcontractors, temporary labor and carriers.

13.2 The Customer must disclose the use of any third parties and provide details of that third party if requested by e-Industrial Solutions, Inc.

14. Non-Disclosure Agreement and Confidentiality
14.1 The Customer will preserve as confidential and protect the confidentiality of any E-Industrial Solutions information contained in the Platform. The Customer agrees it shall not use the e-Industrial Solutions information provided via E-Industrial Solutions, Inc. for any purpose outside of the scope of the Customer’s relationship with E-Industrial Solutions, Inc. and the Platform. The Customer will not disclose e-Industrial Solutions information to any third party unless otherwise agreed upon with the e-Industrial Solutions in writing.

14.2 E-Industrial Solutions, Inc. has the right to use specification, quote and order data submitted by the Customer for internal analysis and estimations. E-Industrial Solutions, Inc. may use quotes, or other information in public documents such as case studies or examples as long as the information is anonymized unless otherwise agreed upon with the Customer.

15. Representations; Disclaimer of Warranties; Limitation of Liability

15.1 The Customer agrees, represents and warrants that at all times it shall comply with applicable law. The Customer further represents that in using the Platform, it is and will act in good faith, and that all proposed transactions or requested quotes are made in good faith.

15.2 WHILE e-INDUSTRIAL SOLUTIONS, INC. USES REASONABLE EFFORTS TO INCLUDE ACCURATE AND UP TO DATE INFORMATION ON THE PLATFORM, TO THE MAXIMUM EXTENT ALLOWED UNDER APPLICABLE LAW, e-INDUSTRIAL SOLUTIONS, INC. MAKES NO WARRANTIES OR REPRESENTATIONS AS TO ITS ACCURACY OR COMPLETENESS. EVERYTHING ON THE PLATFORM IS PROVIDED BY E-INDUSTRIAL
SOLUTIONS, INC. TO THE CUSTOMER “AS IS” WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND BY E-INDUSTRIAL SOLUTIONS, INC., EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY OR COMPLETENESS, OR THAT THE PLATFORM WILL BE UNINTERRUPTED OR FREE OF OMISSIONS, ERRORS, OR DEFECTS.

15.3 ANY USE OF THE PLATFORM IS AT THE CUSTOMER’S RISK. THE CUSTOMER AGREES THAT NEITHER e-INDUSTRIAL SOLUTIONS, INC. NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING OR DELIVERING THE PLATFORM SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY KIND ARISING OUT OF ACCESS TO, OR USE OF THE PLATFORM. E-INDUSTRIAL SOLUTIONS, INC. ALSO ASSUMES NO RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR, ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT, COMPUTER EQUIPMENT OR OTHER PROPERTY RELATING TO ACCESS TO, USE OF, OR BROWSING IN THE PLATFORM OR DOWNLOADING OF ANY CONTENT, MATERIALS, DATA, TEXT, IMAGES, VIDEO OR AUDIO FROM THE PLATFORM. THE CUSTOMER AGREES THAT IN NO EVENT SHALL E-INDUSTRIAL SOLUTIONS, INC.’S LIABILITY EXCEED THE AMOUNT E-INDUSTRIAL SOLUTIONS, INC. HAS RECEIVED FROM CUSTOMER IN THE PRECEEDING 365 DAYS.

16. Indemnification
16.1 The Customer agrees to promptly indemnify and hold harmless e-Industrial Solutions, Inc., its officers, subsidiaries, affiliates, successors, assigns, directors, officers, agents, customers, service providers, vendors, suppliers and employees from any claim or demand, including reasonable attorney fees and court costs, made by any third party due to or arising out of any actions or improper omissions of the Customer, the Customer’s breach of these CTOS or any other agreement with e-Industrial Solutions, Inc., the Customer’s breach of any of the representations herein, or the Customers breach of any rights of any third party.

17. Use of Names for Marketing
17.1 Customer grants e-Industrial Solutions, Inc. the right to use Customer’s names, images of the Items, slogans, trademarks and the like to indicate Customer is a user of the Platform and a customer of e-Industrial Solutions, Inc., and as reasonably needed to allow Customer to use the Platform for its intended use, such as but not limited to indicating Customer is making a quote request.

18. Content

18.1 Any communication or material that is transmitted to or from e-Industrial Solutions, Inc. through the Platform is governed by our CTOS. Subject to the foregoing, any communication or material you, the Customer, transmits to or through the Platform electronically or otherwise, including any questions, comments, or suggestions is, and will be treated as confidential.

Any copying, reproduction, redistribution, modification, display, or creation of derivative works from the Platform, the content on the Platform or the collective work is prohibited including but not limited to reproduction to any other server or location for further reproduction or redistribution, unless Customer has the express prior written consent of E-Industrial Solutions, Inc.. Customer may not decompile or disassemble, reverse engineer or otherwise attempt to discover any source code contained in the Platform. Images of people or places displayed on the Platform are either the property of, or used with permission by, e-Industrial Solutions, Inc.. The use of these images by Customer, or anyone else authorized by Customer, is prohibited unless specifically permitted by these CTOS or specific permission provided elsewhere on the Platform. Any unauthorized use of the images may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes.

The trademarks, logos, and service marks (collectively the “Trademarks”) displayed on the Platform, including e-Industrial Solutions, Inc.®, are registered and unregistered trademarks of e-Industrial Solutions, Inc. and others. Nothing contained on the Platform should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on the Platform without the written permission of E-Industrial Solutions, Inc. or such third party that may own the Trademarks displayed on the Platform.

Customer’s misuse of the Trademarks displayed on the Platform, or any other content on the Platform, except as provided in these CTOS, is strictly prohibited. E-Industrial Solutions, Inc. may seek to enforce its intellectual property rights to the fullest extent of the law, including the seeking of criminal prosecution.

E-Industrial Solutions, Inc. has not reviewed all of the sites linked to the Platform and is not responsible for the content of any off-site pages or any other sites linked to the Platform.

Customer’s linking to any other off-site pages or other sites is at Customer’s own risk.

19. Force Majeure
19.1 The Customer agrees that e-Industrial Solutions, Inc. is not responsible to the
Customer for anything that a supplier or vendor. may otherwise be responsible for, if it is the result of events beyond e-Industrial Solutions, Inc.’s control, including, but not limited to, acts of god, war, insurrection, riots, terrorism, crime, labor shortages (including lawful and unlawful strikes), embargoes, postal disruption, communication disruption, unavailability of payment processors, failure or shortage of infrastructure, shortage of materials, or any other event beyond E-Industrial Solutions, Inc.’s control.

20. Governing Law and Venue
20.1 The Customer agrees that any agreements it enters into with E-Industrial Solutions, Inc., and these CTOS are governed by the law of the State of California without regard to its conflicts of law principles. The e-Industrial Solutions further agrees to the venue and jurisdiction of the state courts, federal courts, and arbitrations located in Los Angeles County, CA, USA.

21. Changes, Suspension and Termination

21.1 The Customer can cancel or terminate their relationship to E-Industrial Solutions, Inc. at any time by requesting so from e-Industrial Solutions, Inc. in an email sent to info@e- industrial.com.

21.2 In the event of a change all bills and payables will be settled within 3 days.

21.3 In the event of a suspension, the access change shall go into effect on the day email was received or sent to or from Customer.

21.4 Prior to the Customer leaving the Platform or EIS, unless otherwise agreed upon in writing, all access to the platform will be suspended and or terminated. All images and clients files will remain property of e-Industrial Solutions.

21.5 E-Industrial Solutions, Inc. may terminate or suspend Customer’s right to use the Platform for any breach of this CTOS or any other agreement with e-Industrial Solutions, Inc.

22. Miscellaneous
22.1 In the event of the termination of the relationship of e-Industrial Solutions, Inc. and the Customer or the application of these CTOS or any agreement incorporating these CTOS, the terms of these CTOS shall survive and continue to be enforceable according to their terms.