TERMS AND CONDITIONS

Effective Date: August 17, 2026

These Terms and Conditions ("Terms") govern use of zoodicotraffic.com (the "Website") and purchases of products or services from Zoodico Traffic Solutions ("Zoodico," "we," "us" or "our"). By using the Website, accepting a quotation, submitting a purchase order, paying an invoice or accepting delivery, you agree to the applicable portions of these Terms.

If a Zoodico quotation, order acknowledgment, invoice, written warranty, software license or signed agreement contains terms that differ from these Terms, the more specific document controls for that transaction. Any additional or conflicting terms in a purchaser's purchase order are rejected unless Zoodico expressly accepts them in a writing signed by an authorized representative.

1. Website Use

The Website provides general information about Zoodico products and services. Website content, photographs, specifications, drawings and availability may be updated without notice. We make reasonable efforts to keep information accurate, but Website content is not a binding quotation, engineering approval or guarantee of availability.

You may use the Website for lawful business and informational purposes. You may not disrupt the Website, attempt unauthorized access, introduce malicious code, scrape the Website in a manner that burdens its operation, or use Website content in a misleading or unlawful manner.

2. Quotations and Orders

Quotations are valid for the period stated in the quotation and are subject to product availability, credit approval and Zoodico's written order acceptance. An order is not binding on Zoodico until accepted in writing or performance begins.

The applicable quotation or order acknowledgment will state whether the price includes freight, international transportation, U.S. import customs clearance, customs duties, sales or use taxes, installation, unloading or other services. When a quotation states that delivery, customs clearance or duties are included, the quoted price includes the ordinary charges identified or reasonably anticipated as of the quotation date for delivery to the named address. Governmental charges, tariffs or trade-remedy duties imposed or materially increased after the quotation date may require a price adjustment before shipment.

Unless specifically included, prices exclude sales or use taxes, permits, bonds, installation, unloading, liftgate service, inside delivery, jobsite handling and other governmental or third-party charges. The purchaser is responsible for applicable taxes unless a valid exemption certificate is accepted before invoicing.

Zoodico may decline orders below its then-current minimum order value. The current general minimum is $249, although custom products and written quotations may use different minimums.

3. Payment

Payment terms are those stated in the applicable quotation or invoice. Unless otherwise agreed in writing, orders below $1,000 require full prepayment, and orders of $1,000 or more require a deposit of 50% to 100%. The remaining balance is due at the milestone stated in the quotation or invoice, which may be before shipment, upon shipment, or before delivery.

Past-due balances may accrue a service charge of 1.5% per month or the maximum lawful rate, whichever is lower. The purchaser is responsible for reasonable collection costs, including attorneys' fees, to the extent permitted by law. Zoodico may suspend production, shipment, service or warranty processing while amounts are past due. Any credit-card processing fee will be disclosed before payment and applied only where permitted by law.

4. Custom Products; Changes and Cancellation

Products made, configured or procured to purchaser specifications—including custom signs, displays, colors, artwork, labels, software configurations, private-label products and special-order components—may not be cancelled, changed or returned after production or procurement begins unless Zoodico agrees in writing. The purchaser is responsible for costs already incurred and any cancellation or restocking charges stated by Zoodico.

The purchaser is responsible for reviewing and approving drawings, dimensions, artwork, messages, legends, colors, electrical requirements and other submitted specifications. Zoodico is not responsible for errors in purchaser-approved information or purchaser-supplied designs.

5. Product Specifications and Substitutions

Specifications, images and samples describe the product generally and may include optional equipment. Dimensions, appearance, components or construction may vary within reasonable manufacturing tolerances. Zoodico may make non-material changes or substitute components of equal or better function when necessary, unless the quotation expressly prohibits substitution.

Any performance statement depends on site conditions, configuration, maintenance and proper installation. Solar autonomy, wireless range, radar detection range, visibility and battery performance can be affected by weather, temperature, shading, traffic, orientation, terrain, interference and usage.

6. Regulatory Compliance and Customer Responsibilities

Products will be supplied according to the specifications identified in Zoodico's written quotation or order acknowledgment. References to MUTCD, FHWA, FCC, ISED, Buy America, BABA, state specifications or other standards apply only to the specific product, component, configuration and documentation expressly identified in writing.

The purchaser, owner and responsible roadway agency remain responsible for determining whether a product is appropriate for the intended location; obtaining engineering approval and permits; selecting sign size, legend and placement; and ensuring installation, operation, inspection and maintenance comply with applicable laws, codes, standards and agency requirements.

Products must be installed by qualified personnel in accordance with supplied instructions. The purchaser is responsible for foundations, poles, grounding, utility location, electrical connections, traffic control, safe work practices and site security unless Zoodico expressly agrees otherwise in writing.

7. Shipping, Delivery and Risk of Loss

Products may ship from Zoodico's U.S. location, a domestic supplier, or directly from a manufacturing facility outside the United States. The shipping terms, named delivery address, included charges, importer-of-record responsibility and estimated lead time stated in the applicable quotation or order acknowledgment control for each order.

Production and delivery dates are estimates, not guaranteed arrival dates, unless Zoodico expressly agrees to a guaranteed date in writing. International shipments may be delayed by customs examination, documentation review, port congestion, vessel schedule changes, transshipment, carrier delay, weather, strikes, government action, trade restrictions, force majeure or other circumstances beyond Zoodico's reasonable control. Zoodico will use reasonable efforts to monitor the shipment and inform the purchaser of material delays but cannot guarantee customs-release or carrier-delivery dates.

Unless the quotation states otherwise, Zoodico will arrange transportation to the quoted delivery address, and risk of loss passes to the purchaser when the shipment is delivered at that address and made available for unloading. The purchaser is responsible for providing accurate delivery information, suitable commercial access, authorized receiving personnel and the equipment and labor needed to unload. Title transfers only after Zoodico receives full payment.

Additional charges caused by an incorrect address, limited access, residential delivery, liftgate request, missed appointment, refusal, redelivery, storage, detention or inability to unload may be billed to the purchaser. Detailed shipping, customs, delivery and receiving requirements are stated in Zoodico's Shipping Information policy.

8. Inspection, Shortage and Shipping Damage

The purchaser must inspect all pallets, cartons and visible product surfaces before signing the delivery receipt. Any visible damage, shortage, broken packaging or evidence of mishandling must be noted clearly on the delivery receipt or proof of delivery. Photographs should be taken before unloading or removing packaging.

Visible freight damage or shortage must be reported to Zoodico at ellay@zoodicotraffic.com within 48 hours of delivery. Concealed freight damage must be reported promptly after discovery, preferably within five calendar days. The purchaser must keep the product, pallets, cartons and all packaging until Zoodico or the carrier confirms that they may be discarded.

The notice should include the purchaser's name, invoice or purchase-order number, delivery receipt, description of the issue, affected quantities, serial numbers when applicable and clear photographs. Failure to document damage at delivery or preserve packaging may limit recovery from the carrier. If Zoodico selected the carrier, Zoodico will reasonably assist with or coordinate the freight claim. Shipping damage is not processed as a standard return, and product defects unrelated to shipping are handled under the applicable written limited warranty.

9. Returns

No product may be returned without written authorization and a return authorization number. Approved returns must follow Zoodico's Return Policy and may be subject to inspection, freight charges and a restocking fee. Custom, special-order, configured, used, installed, damaged or altered products are not returnable unless Zoodico agrees otherwise in writing or applicable law requires a remedy.

Unauthorized returns may be refused. Issuance of a return authorization does not constitute acceptance of a warranty claim or agreement to issue credit.

10. Limited Warranty

The written limited warranty, if any, supplied with the product or stated in the applicable quotation, invoice or product documentation is the sole express product warranty and controls its duration, coverage, exclusions and claim procedure. Warranty periods vary by product and component.

Unless the applicable written warranty states otherwise, warranty coverage is limited to defects in materials or workmanship under normal, intended use. Coverage does not include normal wear; consumables; cosmetic damage; batteries beyond their stated coverage; misuse; accident; vandalism; improper storage, installation, wiring, charging or maintenance; unsuitable site conditions; unauthorized modification or repair; lightning, flooding, extreme weather or other external causes; or damage attributable to purchaser-provided components or designs.

Zoodico may inspect, repair or replace a covered product or component, or provide another remedy stated in the applicable written warranty. The purchaser must obtain authorization before returning equipment and is responsible for removal, installation, access, traffic control and shipping costs unless the written warranty expressly states otherwise.

11. Warranty Disclaimer

EXCEPT FOR AN APPLICABLE WRITTEN LIMITED WARRANTY AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, PRODUCTS, SERVICES AND WEBSITE CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE." ZOODICO DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. NO ORAL STATEMENT CREATES A WARRANTY. SOME LAWS DO NOT ALLOW CERTAIN DISCLAIMERS OR LIMITATIONS, SO THIS SECTION APPLIES ONLY TO THE EXTENT PERMITTED BY LAW.

12. Software and Intellectual Property

Zoodico and its licensors retain all rights in the Website, trademarks, product names, photographs, drawings, manuals, software, firmware, controller applications and other proprietary materials. No ownership is transferred except ownership of the physical goods purchased, subject to full payment.

Software is licensed, not sold, and may be used only with the hardware, products and systems authorized in the applicable software license or written agreement. Unless expressly permitted, the purchaser may not copy, distribute, sublicense, reverse engineer, bypass access controls, modify or use the software on unauthorized hardware.

The purchaser represents that it has the right to provide all names, trademarks, artwork, data and specifications submitted for custom or private-label products and will defend and indemnify Zoodico against third-party claims arising from those purchaser-provided materials.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ZOODICO WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES; LOST PROFITS, REVENUE, USE, DATA OR BUSINESS; DELAY COSTS; LIQUIDATED DAMAGES OWED TO A THIRD PARTY; OR COSTS OF SUBSTITUTE EQUIPMENT, TRAFFIC CONTROL OR ROAD CLOSURE, EVEN IF ADVISED THAT SUCH DAMAGES ARE POSSIBLE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ZOODICO'S TOTAL LIABILITY ARISING FROM A PRODUCT, SERVICE, ORDER OR THESE TERMS WILL NOT EXCEED THE AMOUNT ACTUALLY PAID TO ZOODICO FOR THE SPECIFIC PRODUCT OR SERVICE GIVING RISE TO THE CLAIM. These limitations do not apply to liability that cannot lawfully be excluded or limited.

14. Indemnification

To the extent permitted by law, the purchaser will defend, indemnify and hold harmless Zoodico and its owners, employees and agents from third-party claims, losses and reasonable costs arising from the purchaser's improper installation, unauthorized modification, misuse, violation of law, unsafe traffic control, purchaser-provided design or content, or use of a product outside its documented purpose, except to the extent caused by Zoodico's negligence or willful misconduct.

15. Governing Law and Dispute Resolution

These Terms and each transaction are governed by Michigan law, without regard to conflict-of-law principles. Before starting formal proceedings, the parties will attempt in good faith for at least 30 days to resolve the dispute through written notice and business-level discussions.

Unless the parties agree otherwise in writing, any dispute not resolved informally will be decided by binding arbitration administered by the American Arbitration Association under its applicable Commercial Arbitration Rules. The arbitration will take place in Washtenaw County, Michigan, before one arbitrator, and judgment on the award may be entered in a court with jurisdiction. Either party may seek temporary injunctive relief to protect intellectual property or confidential information, pursue an eligible claim in small-claims court, or take lawful action to collect an undisputed past-due amount. EACH PARTY WAIVES A JURY TRIAL TO THE EXTENT PERMITTED BY LAW.

Governmental purchasers may be subject to non-waivable procurement, venue or dispute requirements. Any accepted written government contract provision controls to the extent it cannot lawfully be modified by these Terms.

16. Force Majeure

Zoodico is not responsible for failure or delay caused by events beyond its reasonable control, including natural disasters, severe weather, fire, epidemic, war, terrorism, civil unrest, labor disruption, carrier or port congestion, customs or government action, trade restrictions, utility or communications failure, component shortage or supplier interruption. Time for performance will be extended for the duration and reasonable effects of the event. Additional shipping-specific delay provisions appear in Zoodico's Shipping Information policy.

17. Privacy and Third-Party Links

Use of personal information is governed by Zoodico's Privacy Policy. Links to third-party websites are provided for convenience; Zoodico does not control or endorse third-party content, security, availability or practices.

18. Changes to These Terms

Zoodico may update these Terms by posting a revised version and effective date. Revised Terms apply prospectively to Website use and orders accepted after the effective date, unless the parties agree otherwise in writing.

19. General

If a provision is held unenforceable, it will be enforced to the maximum lawful extent and the remaining provisions will remain effective. Failure to enforce a provision is not a waiver. The purchaser may not assign an order or these Terms without Zoodico's written consent. Electronic records and signatures may be used. Headings are for convenience only.

These Terms, together with the applicable signed agreement, quotation, order acknowledgment, invoice, written warranty, software license, Shipping Information policy, Returns, Cancellations & Refunds Policy and Privacy Policy, constitute the agreement for the matters they cover and supersede prior or contemporaneous statements concerning those matters. If documents conflict, a signed agreement or accepted government contract controls first, followed by the specific quotation or order acknowledgment, the applicable written warranty or software license, these Terms, and then the referenced website policies, unless applicable law requires otherwise.

20. Contact

Zoodico Traffic Solutions
Ann Arbor, Michigan, USA
Email: ellay@zoodicotraffic.com
Phone: (734) 224-3589