Terms & Conditions

Updated:  December 23, 2020

Dealers who purchase PULSE® or SAFETY F1RST® brand brake light modules (“Products”),
which are manufactured or imported or distributed by or on behalf of Williams & Lake, LLC
(“Company”), by making such purchase, agree to be bound, and are bound, by the following
Terms and Conditions.

No Resale of Uninstalled Products:

Products are sold to Dealers for the sole and exclusive purpose of the Dealers installing the
Products in vehicles that Dealers intend to sell to consumers, such that the Center High Mount
Stop Lamps (“CHMSL” or “third brake lights”) of the vehicles modulate in brightness when the
vehicles’ brakes are actuated, according to Company’s proprietary algorithm. Accordingly,
Dealers are expressly prohibited from reselling or otherwise providing any Product to any end user
or other third party, unless at the time of delivery of the Product to the end-user or other
third party, the Product is already installed and properly functioning in a vehicle according to
Company’s installation guidelines.

Failure of a Dealer to comply with this no-resale policy is a serious matter that exposes Company
to ongoing liability resulting from the high potential for improper installation and other misuse of
the Products by third-parties. Dealer agrees that any failure by Dealer to comply with this no resale
policy will cause irreparable harm to Company for which monetary damages are
inadequate, and Dealer agrees to accept, without bond, and to not contest, any injunctive relief
sought by Company against Dealer if dealer fails to comply with this no-resale policy. Dealer’s
stipulation to injunctive relief under this no-resale policy does not limit Company’s right to seek
other remedies against Dealer for breach of this no-resale policy, including but not limited to
monetary damages, and Company expressly reserves its rights to all such remedies. Additionally,
Dealer shall pay Company’s reasonable costs and attorney fees incurred by Company in any
successful enforcement of this no-resale policy against Dealer.

Limited Warranty:

Company sells Products with the intent that they are free of defects in material and workmanship
at the time of sale. The obligations of Company under this warranty shall be limited to the
requirement to repair or replace any defective Product which is returned to Company
within five (5) years from the date of delivery to the Dealer (named as the “Bill To” party
above). Company does not authorize anyone to obligate Company in any way beyond
the terms set forth herein. Company does not warrant any product which is or has been
the subject of misuse, negligence, accident, repair, or alteration which, in the judgment
of Company, affects the Product’s reliability.

Within five (5) days of receipt by the Dealer of any Products, the Dealer shall inspect the
Products and immediately notify Company of any defects. Failure to so notify the
company in writing of any defects within five (5) days of receipt shall constitute
conclusive proof that the Products were received without defect at the time of delivery.

Dealer shall adhere to all rules, requirements, eligibility standards, manuals, and
procedures of Company relative to the sale and installation of the Products.

The terms of this Agreement may not be modified by Dealer unless agreed to by Company in
writing. Dealer agrees that the terms and conditions set forth herein govern all past
purchases of Product by Dealer from Company, regardless of whether those prior
purchases were accompanied by these terms and conditions at the time of purchase.
Dealer shall indemnify, defend and hold harmless Company from and against any and
all claims or legal proceedings for damages, claims, liabilities, judgments, awards,
penalties, fines and expenses, resulting from or arising out of (a) any act, error or
omission committed by Dealer, its agents and employees, except to the extent the party
seeking indemnification also caused, contributed to or compounded the loss; or (b) the
failure by the Dealer, its agents and employees to comply with any law, regulation, rule
or governmental directive.

The Company shall indemnify, defend and hold harmless the Dealer from and against
any and claims or legal proceedings for damages, claims, liabilities, judgments, awards,
penalties, fines and expenses asserted by customers who purchase the Product for
bodily injury or property damage only, resulting from or arising out of the customers use
of the Product, except to the extent such damages, claims, liabilities, judgments,
awards, penalties, fines and expenses is caused in whole or in part by (i) the customers’
own negligence, misconduct, or violation of any traffic or safety laws, government
ordinance, rule and statute; or (ii) the improper installation of the Product by the Dealer
or customer; or (iii) an unauthorized alteration of the Product. The Company shall name
the Dealer as an additional insured on any insurance policy carried by the Company
with respect to such coverage.

THE WARRANTIES PROVIDED BY THE COMPANY AS REFERRED TO ABOVE
SHALL BE THE SOLE AND EXCLUSIVE WARRANTIES OF THE COMPANY. THERE
SHALL BE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY
IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PURPOSE
OR ANY OTHER OBLIGATION ON THE PART OF THE COMPANY WITH RESPECT
TO THE PRODUCTS. IN NO EVENT SHALL THE WARRANTIES OF THE COMPANY
REQUIRE MORE FROM THE COMPANY THAN THE REPAIR OR REPLACEMENT
OF ANY PRODUCT WHICH IS FOUND TO BE DEFECTIVE WITHIN THE EFFECTIVE
PERIOD OF THE WARRANTY. THE COMPANY SHALL HAVE NO LIABILITY FOR
ANY INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, OR
FOR LOSS OF PROFIT OR LOST REVENUE, EVEN IF COMPANY HAS BEEN
ADVISED, OR IS OTHERWISE AWARE, OF THE POSSIBILITY OF SUCH DAMAGES.

Disclaimer of Liability:

These Terms & Conditions supersede and replace any prior statements, promises or
representations made by its agents or representatives and the Dealer acknowledges
and agrees that it may not rely upon any oral or written statements made about the
Product other than those statements contained within these Terms and Conditions. The
Company makes no representation, warranty or promise that the Product complies with
any applicable state or federal laws or statutes or rules and regulations promulgated by
any government agency. The Dealer assumes sole responsibility, risk, and liability for
ensuring compliance with any applicable state or federal laws or statutes or regulatory
rules and regulations promulgated by any government agency. The Dealer agrees that
the Company shall not be liable for or responsible in any way for damages, claims,
liabilities, judgments, awards, penalties, fines, and expenses arising from or related to
the purchase of the Product and the installation of the Product on vehicles should it be
determined that the Product and its installation on vehicles violates any applicable state
or federal laws or statutes or rules and regulations promulgated by any government
agency.

This Agreement shall be construed under the laws of the State of Maryland,
notwithstanding conflicts of laws principles or the application of the United Nations
Convention on the International Sale of Goods. Company and Dealer hereby agree to
the exclusive jurisdiction of, and venue in, any federal or state court located within
Montgomery County, Maryland for any litigation or claims arising out of this Agreement.