ORI EQUIPMENT PURCHASE AGREEMENT

This Ori Equipment Purchase Agreement (“Agreement”) consists of the Customer Quote above and the Terms and Conditions below, forming a single integrated instrument. By signing, clicking to accept, or otherwise executing the Customer Quote, Customer accepts and agrees to be bound by this entire Agreement as of the date of execution (the “Effective Date”).

“Customer” means the individual or entity identified in the Customer Quote. “Ori” means Ori, Inc. Each is a “Party” and collectively the “Parties.”

If Customer elects to finance through a Financing Partner designated by Ori, this Agreement is subject to credit approval. If not approved, this Agreement is null and void with no liability to either Party.

PART A — CUSTOMER QUOTE & COMMERCIAL TERMS

The commercial terms—including Customer information, number of systems, Payment Term, Quoted Monthly Price, Coverage Package, and any promotions—are set forth in the Customer Quote delivered via Ori’s platform. Execution of the Customer Quote constitutes acceptance of both Part A and Part B.

Key Definitions (from Customer Quote)

• Payment Term: The number of months (e.g., 36, 48, or 60) selected by Customer for recurring payments, as stated on the Customer Quote.

• Quoted Monthly Price: The monthly amount per system stated on the Customer Quote.

• Coverage Package: Either “Standard Warranty” or “OriCare360™” as elected on the Customer Quote.

• Total Contract Value: Payment Term × Quoted Monthly Price × number of systems (plus taxes).

Conflict Control. If any conflict exists between the Customer Quote and this Agreement regarding price, quantity, Payment Term, or coverage, the Customer Quote controls. All financing mechanics are governed exclusively by the Financing Partner’s documents.

Promotional Items. Promotions affect pricing and included items only. They do not modify termination, warranty, liability, or remedy provisions unless stated in a written amendment signed by Ori.

PART B — TERMS AND CONDITIONS

Section 1. Equipment; Warranty; Services

1.1 Payment Terms

Customer agrees to purchase the Ori 3.0 System for the Payment Term stated in the Customer Quote.

Payment: Monthly at the Quoted Monthly Price per system. No deposit required unless stated on the Quote. Payments collected in arrears; first payment due approximately 30 days after the Commencement Date. Total Contract Value = Payment Term × Quoted Monthly Price (plus taxes) per system.

Financing: If a Financing Partner is used, all financing is administered under a separate agreement and subject to credit approval. If not approved, this Agreement is null and void.

1.2 Equipment Use Requirements

1. Only Ori-provided laptops may be used with the Ori 3.0 Scanner.

2. Customer shall use Equipment only for intended dental applications and in compliance with all applicable laws.

3. Customer is responsible for maintaining Equipment in good working order (ordinary wear and tear excepted).

4. Upon expiration or termination, Customer shall return all Equipment in good condition unless otherwise agreed in writing.

Risk of Loss. Risk passes to Customer upon delivery. Customer is responsible for maintaining adequate insurance during the Payment Term.

1.3 Training

Equipment is plug-and-play ready. Ori provides up to 4 hours of remote training. Additional or in-person training may be available at Ori’s discretion and subject to a $1,500 per session fee plus travel expenses.

1.4 Warranty and Coverage

A. Coverage Period.

Coverage runs from the date of Equipment delivery (“Delivery Date”) and is fixed. A longer Payment Term does not extend coverage. Customer remains responsible for all payments even after coverage expires.

B. All Warranties Are Manufacturer’s Warranties.

Unless otherwise expressly specified in this Agreement or the Customer Quote, all warranties provided under this Agreement are standard manufacturer’s warranties. Ori makes no independent warranty beyond what the manufacturer provides.

C. Standard Warranty.

Duration: One (1) year from the Delivery Date. Covers manufacturing defects in materials and workmanship for the Scanner, Dock, and Laptop.

Exclusions: Does not cover drops, accidental damage, misuse, neglect, theft, loss, natural disasters, unauthorized modifications, non-Ori repairs, non-Ori consumables/accessories, water or liquid damage of any kind, damage from use of cleaning chemicals other than those specified by the manufacturer, or failure to follow operating instructions.

D. OriCare360™ Coverage.

Duration: Three (3) years from the Delivery Date. Covers manufacturing defects plus isolated accidental damage incidents (e.g., drops) occurring under normal office use.

Drop Protection Scope: Drop/accidental damage protection applies only to the Scanner handpiece. The Laptop, Dock, and accessories are NOT covered for drops or accidental damage under any coverage package.

Exclusions: Does not cover misuse, neglect, theft, loss, natural disasters, policy abuse (excessive drops in a short period), unauthorized modifications, non-Ori repairs, non-Ori consumables/accessories, water or liquid damage of any kind, damage from use of cleaning chemicals other than those specified by the manufacturer, or failure to follow operating instructions.

E. Additional Warranty Exclusions (All Packages).

• Water damage and liquid damage of any kind are not covered under any warranty or coverage package.

• Use of any cleaning chemicals, solutions, or disinfectants other than those specified by the manufacturer voids the warranty entirely.

• Drop/accidental damage protection does not extend to the Laptop under any package.

1.5 Replacement Process

At Ori, we understand the importance of having your scanner available on a daily basis. We want to get you a replacement as soon as possible. Once our technical support team determines that a replacement is needed, the following process applies:

1. Diagnosis and Approval. Customer must contact Ori Support for remote troubleshooting. Ori retains sole discretion to determine whether the issue qualifies for replacement.

2. Shipping Options. Once Ori approves the replacement, Customer will be presented with shipping options, including overnight shipping. Customer may choose which shipping speed they prefer and is responsible for all shipping and handling costs associated with the replacement.

3. Shipping Timeline Disclaimer. Ori will process replacement shipments within 24 hours of Ori’s final approval and diagnosis. Ori will select overnight shipping where available; however, actual delivery times are subject to carrier availability, weather, logistics, and other factors outside of Ori’s control. Ori is not liable for delays caused by third-party shipping carriers.

4. Return of Defective Unit. Customer must return the defective unit within two (2) business days of receiving the replacement. If the defective unit is not returned within that timeframe, or if it is returned in non-repairable condition due to misuse or damage, Customer may be charged up to the full replacement value of the Equipment.

1.6 Compatibility & Security

Customer shall not use non-Ori products with the Equipment or modify/alter the Equipment. The Equipment contains proprietary technology; reverse engineering, copying, or unauthorized access is prohibited. Any violation of this provision will result in the immediate voiding of all warranties, denial of further warranty claims, and revocation of Customer’s access to the Ori Software and Portal.

1.7 Consumables

Additional consumables (tips, etc.) may be ordered from Ori’s website at any time. Consumables carry no warranty of any kind. Customer acknowledges that excessive autoclaving of scanner tips beyond the manufacturer’s specification of 100 autoclave cycles can damage the Equipment, void applicable warranties, and reduce the speed and accuracy of the scanner and/or affect clinical outcomes. Customer assumes all risk associated with the use of consumables beyond their rated lifecycle.

Section 2. Customer Responsibilities

2.1 Location

Customer may not move Equipment from the designated Work Site without Ori’s prior written consent. If Customer is on a payment plan or lease program, Customer is required to provide written notice to Ori before the Equipment changes locations.

2.2 Title and Ownership

Equipment remains the sole property of Ori (or the Financing Partner). Customer has only the right to possess and use it during the Payment Term, subject to compliance with this Agreement.

2.3 Restrictions

Customer shall not sell, transfer, lease, encumber, or allow any lien on the Equipment. Customer authorizes Ori and/or the Financing Partner to file UCC-1 financing statements.

2.4 Compliance & Network

Customer shall comply with all applicable laws including HIPAA. Customer is responsible for maintaining a reliable network and environment. Ori is not responsible for issues caused by Customer’s network.

Section 3. Term, Return, and Termination

3.1 Term

This Agreement becomes effective on the Effective Date. The Commencement Date is the first day of the month following shipment. Customer’s payment obligation begins on the Commencement Date and is absolute, unconditional, and non-cancelable.

3.2 Return Policy

Returns are subject to the following conditions:

1. 30-Day Window. Return requests must be submitted in writing and approved by Ori within the first 30 days from the Commencement Date. No returns will be accepted after this period.

2. Restocking Fee. A restocking fee of 10% of the Total Contract Value will be assessed on all approved returns.

3. Consumables. Scanner tips that have been autoclaved or used in any way are non-returnable and Customer will be charged the full replacement cost for such tips.

4. Equipment Condition. Any wear, tear, or damage to the Scanner, Laptop, Dock, or other Equipment renders it non-returnable. Equipment must be returned in like-new condition to qualify for a return.

5. Shipping. Customer is responsible for all shipping and handling costs associated with returns.

6. Financed Orders. Orders that have been leased or financed through a third-party Financing Partner are non-returnable under this Section. All return or termination rights for financed orders are governed exclusively by the Financing Partner’s agreement.

Section 4. Fees and Payment

4.1 Payments

Direct Payment: Customers must maintain a valid payment method on file for programs with Ori.

Financed Payment: If a Financing Partner is used, billing is administered by the Financing Partner under their separate agreement.

4.2 Late Fees

If financed, late fees are governed by the Financing Partner. If direct-pay, Ori may charge 1.5% per month (or the maximum rate permitted by applicable state law, whichever is less) on any past-due amounts. Persistent non-payment may result in service suspension and Equipment recovery.

4.3 Taxes

Customer is responsible for all applicable sales, use, or other taxes. Ori will include required taxes unless Customer provides a valid tax exemption certificate.

4.4 Prepayment

If financed, prepayment is governed by the Financing Partner’s agreement. If direct-pay, Customer may prepay at any time; any prepayment penalty will be as stated in the Customer Quote (if silent, no penalty applies). Partial prepayments reduce the balance but do not shorten the term unless fully paid off.

Section 5. Liability and Indemnity

5.1 Limitation of Liability

Except for the express warranty in Section 1.4, Ori disclaims all other warranties (express or implied). Ori is not liable for any indirect, consequential, punitive, or special damages.

5.2 Customer’s Unlimited Liability

Customer’s liability is unlimited for: damage/loss/theft of Equipment, unpaid fees, violation of Ori’s IP rights, and breach of equipment security provisions.

5.3 Indemnification

Each Party indemnifies the other against claims arising from material uncured breach or intentional/willful misconduct under this Agreement.

Section 6. Software and Data

6.1 Software Ownership

Ori owns all rights to the Software and Portal. Customer shall not reverse engineer, copy, distribute, or create derivative works.

6.2 Data Rights

Customer retains rights to all data contributed to or generated through the Portal. Ori may use de-identified Customer Data for R&D purposes. Customer is solely responsible for HIPAA compliance.

Section 7. General Provisions

7.1 Entire Agreement

This Agreement (Customer Quote + Terms and Conditions) is the entire agreement between Customer and Ori. Any financing arrangement with a Financing Partner is a separate agreement.

7.2 Modifications

No modifications are binding unless in a signed writing by both Parties.

7.3 Assignment

Either Party may assign in connection with a merger/acquisition if the assignee assumes all obligations. All other assignments require prior written consent.

7.4 Governing Law

Governed by Utah law. Disputes are subject to exclusive jurisdiction of state and federal courts in Salt Lake County, Utah. Prevailing party recovers costs and attorneys’ fees.

7.5 Arbitration

Any dispute, controversy, or claim arising out of or relating to this Agreement, including its formation, interpretation, breach, or termination, shall be resolved by binding arbitration administered in accordance with the Utah Uniform Arbitration Act (Utah Code Title 78B, Chapter 11). The arbitration shall be conducted by a single arbitrator mutually agreed upon by the Parties, or if the Parties cannot agree, appointed in accordance with the rules of the American Arbitration Association. The arbitration shall take place in Salt Lake County, Utah. The arbitrator’s decision shall be final and binding on both Parties, and judgment on the award may be entered in any court of competent jurisdiction in the State of Utah. Each Party shall bear its own costs and attorneys’ fees in connection with the arbitration, unless the arbitrator determines otherwise. By entering into this Agreement, both Parties knowingly and voluntarily waive any right to a trial by jury for any dispute arising under or related to this Agreement.

7.6 Notices

Notices must be in writing and are deemed given when delivered personally, sent by overnight courier, or sent by certified mail to the address on the Customer Quote (for Customer) or Ori’s principal place of business (for Ori).

7.7 Force Majeure

Ori is not liable for delays due to circumstances beyond its reasonable control (acts of God, natural disasters, labor strikes, supply chain disruptions, war, government action, etc.).

7.8 Transfer of Ownership

If Customer sells its practice, it must either return Equipment and settle obligations, or obtain Ori’s written consent to assign the Agreement to the buyer.

7.9 Execution

This Agreement may be executed by clicking to accept or via electronic signature. Such acceptance has the same legal force as a handwritten signature.

7.10 Survival

Provisions that by their nature should survive termination (including ownership, return obligations, payment obligations, liability, and software/data rights) shall survive.

7.11 Severability

If any provision is held unenforceable, it shall not be severed if doing so materially changes the economic benefit to either Party.

7.12 Compliance Monitoring

Ori may remotely monitor equipment usage for compliance. Any detected misuse may result in service suspension and termination.