EARLY ACCESS PROGRAM LICENSE AND PURCHASE AGREEMENT

These terms and conditions (“Agreement”) apply to the professional’s purchase of products (hardware and software) and support (“zSpace System”) sold by Infinite Z, a Delaware corporation with its principal place of business located at 375 Ravendale Drive, Mountain View, CA 94043. By placing your order for Product, you accept and are bound to the terms and conditions of this Agreement. If you have placed an order but do not wish to be subject to these terms and conditions, you must promptly cancel your order before it is delivered and becomes non-cancellable.

To indicate your acceptance of these terms, please scroll to the bottom of the page and input your name and email address.

FCC, Class A
This product has been tested and found to comply with the limits for a Class A digital device pursuant to Part 15 of the FCC Rules. These limits are designed to provide reasonable protection against harmful interference when the equipment is operated in a commercial environment. This product generates, uses, and can radiate radio frequency energy and, if not installed and used in accordance with the manufacturer’s instruction manual, may cause harmful interference with radio communications. Operation of this product in a residential area is likely to cause harmful interference, in which case you will be required to correct the interference at your own expense.
This device complies with Part 15 of the FCC Rules. Operation is subject to the following two conditions:

1) This device may not cause harmful interference.
This device must accept any interference received, including interference that may cause undesired operation.

Notice: The FCC regulations provide that changes or modifications not expressly approved by Infinite Z® Inc. could void your authority to operate this equipment.
These limits are designed to provide reasonable protection against harmful interference in a non-residential installation. However, there is no guarantee that interference will not occur in a particular installation. If this equipment does cause harmful interference with radio or television reception, which can be determined by turning the equipment off and on, you are encouraged to try to correct the interference by one or more of the following measures:
Reorient or relocate the antenna of the radio/television receiver.
Increase the separation between this equipment and the radio/television receiver.
Plug the equipment into a different outlet so that the equipment and the radio/television receiver are on different power mains branch circuits.
Consult a representative of Infinite Z® Inc. or an experienced radio/television technician for additional suggestions.

RECITALS

A. Infinite Z has developed a virtual holographic computing platform (the “Infinite Z zSpace Platform”). Infinite Z has also developed a software development kit, the “zSpace SDK”. The zSpace SDK consists of the following: Software includes SDK (includes headers to compile against libraries) PC based drivers, libraries, sample applications, sample code, hardware embedded code, tracking code, configuration files for installation, documentation (including some open source code).

B. Infinite Z is making early access versions of the Infinite zSpace Platform and the zSpace SDK available to developers that desire to develop and test applications that operate on or in connection with the Infinite zSpace Platform and to evaluate and test the Infinite zSpace Platform.

C. Developer desires to obtain early access versions of the Infinite zSpace Platform and the zSpace SDK for the purposes described in Recital B. and Infinite Z is willing to make such beta versions of the Infinite zSpace Platform and the zSpace SDK available to Developer, subject to and in accordance with the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the foregoing, the parties hereby agree as follows:

1. LICENSE

1.1 zSpace SDK License. Subject to Developer’s compliance with the terms and conditions of this Agreement, Infinite Z hereby grants Developer a nonexclusive license to use and reproduce the zSpace SDK, solely for the purposes of developing and testing applications that operate on or in connection with the Infinite zSpace Platform (“Developer Applications”) and for evaluating the Infinite zSpace Platform.

1.2 Restrictions. Developer has no right to use or reproduce the zSpace SDK except as expressly set forth in Section 1.1. Developer will not modify, transfer, sublicense or otherwise distribute the zSpace SDK (or any portion thereof) to any third party. Developer will not lease, lend nor rent the zSpace SDK, use the zSpace SDK to provide service bureau, time-sharing or other computer services to third parties, or otherwise provide or make the functionality of the zSpace SDK available to any third party. Developer will not use the zSpace SDK to perform comparisons or other “benchmarking” activities against products that are competitive with the zSpace SDK or the Infinite zSpace Platform. Developer acknowledges and agrees that portions of the zSpace SDK, including but not limited to the source code and the specific design and structure of individual modules or programs, constitute or contain trade secrets of Infinite Z and its licensors. Accordingly, Developer agrees not to disassemble, decompile or reverse engineer the zSpace SDK, in whole or in part, or permit or authorize a third party to do so, except to the extent such activities are expressly permitted by law notwithstanding this prohibition.

1.3 Limited Rights. Infinite Z and its licensors reserve all rights and licenses in and to the zSpace SDK not expressly granted to Developer under this Agreement.

2. PURCHASE OF INFINITE Z ZSPACE PLATFORM.

The terms and conditions set forth below in the section titled “INFINITE Z EARLY ACCESS PRODUCTS TERMS AND CONDITIONS OF SALE“ govern Developer’s use of the units of the Infinite Z zSpace Platform that Developer purchases from Infinite Z hereunder.

3. OWNERSHIP.

Developer acknowledges and agrees that, as between the parties, Infinite Z owns all right, title, and interest in and to the zSpace SDK, including all worldwide patent rights, copyrights, trade secrets, and any other intellectual property rights therein. Developer will reproduce all of Infinite Z’s and its licensor’s copyright notices and any other proprietary rights notices on all copies of the zSpace SDK that Developer makes hereunder.

4. CONFIDENTIAL INFORMATION

4.1 Definition. “Confidential Information” means: (a) the zSpace SDK and all technical information relating thereto; and (b) any business or technical information of Infinite Z, including, but not limited to, any information relating to Infinite Z’s product plans, designs, costs, product prices and names, finances, marketing plans, business opportunities, personnel, research, development or know-how.

4.2 Restrictions. Developer will not use or disclose any Confidential Information, except as necessary for the exercise of its rights under this Agreement. Developer will use all reasonable efforts to protect Confidential Information from unauthorized use or disclosure, but in no event less than the efforts that it ordinarily uses with respect to its own confidential information of similar importance. Developer may disclose Confidential Information only to those of its employees and contractors who need to know such Confidential Information for the exercise of Developer’s rights under this Agreement; provided, that each such employee and contractor first is bound by a written agreement that contains use and nondisclosure restrictions at least as protective of the Confidential Information as those set forth in this Agreement.

4.3 Exclusions. The obligations in Section 4.2 will not apply to the extent any information: (a) is or becomes generally known to the public through no fault or breach of this Agreement by Developer; (b) is rightfully known by Developer at the time of disclosure without an obligation of confidentiality; (c) is independently developed by Developer without access to or use of any Confidential Information; or (d) is rightfully obtained by Developer from a third party without restriction on use or disclosure.

4.4 Publicity. Developer may not issue any press releases or make any other public statements regarding this Agreement, its terms and conditions or the relationship of the parties without Infinite Z’s express prior written approval, which approval Infinite Z may grant or withhold at its sole discretion.

5. DISCLAIMERS AND SUPPORT.

5.1 Warranty Disclaimers. The zSpace SDK is provided “AS IS,” WITHOUT WARRANTY OF ANY KIND. INFINITE Z DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

5.2 Technical Support. If Developer has purchased at least one unit of the Infinite zSpace Platform, then, for a period of twelve (12) months from the Effective Date of this Agreement, Infinite Z will provide Developer with technical support for the zSpace SDK. Such support services will be limited to answering technical questions regarding software application programming interfaces, including the zSpace SDK, via telephone or electronic mail. Infinite Z will make such technical support available during the hours of 9:00AM to 4:30 PM (Pacific Time), Monday through Friday (except holidays).

6. INDEMNITY.

Developer will indemnify, hold harmless, and defend Infinite Z from and against any and all claims, liabilities, damages, losses, costs and expenses (including but not limited to reasonable attorneys fees) arising out of or resulting from the use, marketing, licensing, distribution or sale of any Developer Application including any claims alleging that a Developer Application infringes or misappropriates a third party’s intellectual property rights of a third party. Infinite Z will (i) promptly notify Developer of the claim; (ii) provide Developer with all reasonable information and assistance, at Developer‘s expense, to defend or settle such a claim; and (iii) grant Developer authority and control of the defense and settlement of the claim.

7. LIMITATION OF LIABILITY

7.1 Exclusion of Damages. IN NO EVENT WILL INFINITE Z BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF REVENUE, USE, PROFITS, DATA OR GOODWILL, OR FOR THE COST OF PROCURING SUBSTITUTE PRODUCTS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE, OPERATION OR PERFORMANCE OF THE ZSPACE SDK, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, AND WHETHER OR NOT INFINITE Z HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE PARTIES HAVE AGREED THAT THESE LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

7.2 Total Liability. INFINITE Z’S TOTAL LIABILITY TO BUYER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY, WILL BE LIMITED TO THE AMOUNTS PAID BY DEVELOPER TO INFINITE Z PURSUANT TO THIS AGREEMENT. IF INFINITE Z HAS MADE THE ZSPACE SDK AVAILABLE TO DEVELOPER WITHOUT CHARGE, INFINITE Z’S TOTAL LIABILITY WILL BE LIMITED TO $500.

7.3 Disclaimer of Platform-based Liability. The Infinite Z zSpace Platform incorporates a stereo display apparatus. Developer acknowledges that: (i) use of a stereo display apparatus subjects the user to a non-normal exercising of the eyes by extending the normal accommodation, convergence and focus of the eyes in concert with each other; and (ii) some users may experience dizziness, nausea, headaches and/or other sensations of physical discomfort or illness. Developer will notify its employees, consultants, contractors and any other person that Developer permits or authorizes to use the zSpace Platform (an “Infinite Z zSpace Platform User”) of the risks associated with use of the Infinite zSpace Platform, as described herein. Infinite Z disclaims any and all liability to Developer or to any Infinite zSpace Platform User for any dizziness, nausea, headaches and/or other sensations of physical discomfort or illness that an Infinite zSpace Platform User may experience as a result of use of the Infinite zSpace Platform.

8. TERM AND TERMINATION

8.1 Term. This Agreement commences as of the Effective Date acknowledged by acceptance of this web page, unless terminated earlier in accordance with its terms, will remain in effect perpetually thereafter.

8.2 Termination for Convenience. Either party may terminate this Agreement at any time, for any reason or for no reason, by providing the other party with at least thirty (30) days prior written notice.

8.3 Termination. Each party has the right to terminate this Agreement if the other party breaches any material term of this Agreement and fails to cure such breach within thirty (30) days after written notice thereof.

8.4 Effect of Termination. Upon any termination of this Agreement: (a) the rights and licenses granted to Developer under this Agreement will automatically terminate; and (b) Developer will return to Infinite Z all copies of the ZSpace SDK and any other Confidential Information in Developer’s possession or control, and an officer of Developer will certify in writing to Infinite Z that it has complied with the foregoing.

8.5 Survival. The provisions of Sections 3, 4, 5.1, 6, 7, 8.4, 8.5 and 9 will survive any termination or expiration of this Agreement.

9. GENERAL.

9.1 Assignment. Developer may not assign or transfer this Agreement, in whole or in part, by operation of law or otherwise, without the prior written consent of Infinite Z. Any attempted assignment without such consent will be void. Subject to the foregoing, this Agreement will bind and benefit the parties and their respective successors and assigns.

9.2 Governing Law. This Agreement will be governed by and construed in accordance with the laws of the state of California (excluding its body of law controlling conflict of laws). The parties agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in the Northern District of California and the parties hereby consent to the personal jurisdiction and venue therein.

9.3 Nonexclusive Remedy. Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will not be deemed an election of remedies and will be without prejudice to its other remedies under this Agreement or available at law or in equity or otherwise.

9.4 Severability. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions of the Agreement will remain in full force and effect, and the provision affected will be construed so as to be enforceable to the maximum extent permissible by law.

9.5 Waiver. The failure by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision.

9.6 Notices. All notices required or permitted under this Agreement will be in writing, will reference this Agreement, and will be deemed given: (i) when delivered personally; (ii) one (1) business day after deposit with a nationally-recognized express courier, with written confirmation of receipt; or (iii) three (3) business days after having been sent by registered or certified mail, return receipt requested, postage prepaid. All such notices will be sent to the addresses set forth above or to such other address as may be specified by either party to the other party in accordance with this Section.

9.7 Entire Agreement. This Agreement constitutes the entire and exclusive agreement between the parties pertaining to the subject matter hereof, and supersedes any and all prior agreements, communications, and understandings (both written and oral) regarding such subject matter. This Agreement may only be modified, or any rights under it waived, by a written document executed by both parties.

9.8 Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

9.9. Export Law. Developer agrees to comply fully with all U.S. export laws and regulations to ensure that neither the zSpace SDK nor any technical data related thereto nor any direct product thereof are exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations.

INFINITE Z EARLY ACCESS PRODUCTS TERMS AND CONDITIONS OF SALE

1. SCOPE.

These terms and conditions of sale (this “Agreement”) apply to all purchase orders accepted by Infinite Z, Inc. (“Infinite Z”) for the sale of its early access products (“Products”), except in the case that Infinite Z and buyer (“Buyer”) have executed a written agreement that expressly supersedes this Agreement. Buyer acknowledges and agrees that all Products are early access versions that are sold to Buyer solely for its internal use, solely for evaluation and testing purposes in a non-production environment.

2. SOFTWARE.

To the extent the Products contain software in any form, Infinite Z grants Buyer a personal, non-exclusive, non-transferable, non-assignable license to use such software, solely as part of the Products with which such software is delivered and solely for the purpose of evaluating and testing the Products. Buyer expressly acknowledges that Infinite Z does not sell any software and terms such as “sell” and “purchase”, as used in this Agreement, apply only to the extent the Products consist of non-software items. If Buyer sells, leases, lends, rents or otherwise transfers the Products to a third party: (i) Buyer will first permanently erase all copies of the Software from such Products and destroy any and all copies of the Software in Buyer’s possession or control; and (Ii) the license rights granted in this Section 2 as to such Software will automatically terminate.

3. ORDERING.

If Buyer desires to purchase Products, an authorized representative of Buyer will accept the online terms, signified by entering their email address and company name in addition to the recording of their IP address. Infinite Z’s acceptance of Buyer’s order is expressly conditioned on Buyer’s unconditional assent to this Agreement in lieu of any terms in Buyer’s order or any other Buyer communication. Infinite Z hereby rejects any terms in Buyer’s order or any other Buyer communication that conflict with or that add to or modify this Agreement.

4. SHIPPING AND DELIVERY.

Infinite Z’s standard shipping and delivery terms for the Products apply as outlined during the payment process.

5. Feedback.

Buyer acknowledges that Infinite Z desires to obtain comments, suggestions and feedback with respect to the operation, performance and reliability of the Products, including suggestions for improvement (collectively, “Feedback”). Buyer agrees to provide Infinite Z with Feedback regarding the Products, and any other information reasonably requested by Infinite Z. Buyer agree that such Feedback will be the sole and exclusive property of Infinite Z and Buyer hereby irrevocably assigns to Infinite Z and agrees to assign to Infinite Z all rights, title, and interest in and to all Feedback, including all intellectual property rights therein.

6. DISCLAIMERS.

The Products are provided “AS IS,” WITHOUT WARRANTY OF ANY KIND. INFINITE Z DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

7. SUPPORT.

For a period of twelve (12) months following the date of purchase, as indicated on Infinite Z’s shipping invoice, Infinite Z will promptly repair or replace any Products that exhibit defects in material or workmanship. The period can be extended to thirty-six (36) months with purchase of a separate option. Replacement Products may consist of new or remanufactured parts that are equivalent to new. All Products that are replaced become the property of Infinite Z. Infinite Z will have no obligation to repair or replace any Products that: (i) have been repaired or modified by persons other than Infinite Z-authorized personnel; (ii) have been subject to accident, negligence, abuse or misuse; (iii) have been used other than in accordance with Infinite Z’s specifications; or (iv) that fail to operate as a result of causes external to the Products such as, but not limited to, failure of electrical systems, fire or water damage.

8. CONFIDENTIALITY.

Buyer agrees that all technical information regarding the Products, including any Feedback that Buyer provides to Infinite Z, constitutes the confidential and proprietary information of Infinite Z (“Confidential Information”). Buyer will not use or disclose any Confidential Information, except as necessary for the exercise of its rights under this Agreement. Buyer will use all reasonable efforts to protect Confidential Information from unauthorized use or disclosure, but in no event less than the efforts that it ordinarily uses with respect to its own confidential information of similar importance. Buyer may disclose Confidential Information only to those of its employees and contractors who need to know such Confidential Information for the exercise of Buyer’s rights under this Agreement; provided, that each such employee and contractor is bound by a written agreement that contains use and nondisclosure restrictions at least as protective of the Confidential Information as those set forth in this Agreement. The foregoing restrictions will not apply to the extent any information: (a) is or becomes generally known to the public through no fault or breach of this Agreement by Buyer; (b) is rightfully known by Buyer at the time of disclosure without an obligation of confidentiality; (c) is independently developed by Buyer without access to or use of any Confidential Information; or (d) is rightfully obtained by Buyer from a third party without restriction on use or disclosure.

9. LIMITATIONS OF LIABILITY.

IN NO EVENT WILL INFINITE Z BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF REVENUE, USE, PROFITS, DATA OR GOODWILL, OR FOR THE COST OF PROCURING SUBSTITUTE PRODUCTS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE PURCHASE, SALE, USE, OPERATION OR PERFORMANCE OF THE PRODUCTS, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, AND WHETHER OR NOT INFINITE Z HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE PARTIES HAVE AGREED THAT THESE LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. INFINITE Z’S TOTAL LIABILITY TO BUYER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY, WILL BE LIMITED TO THE ACTUAL AMOUNT PAID BY BUYER TO INFINITE Z FOR THE PRODUCTS THAT GIVE RISE TO THE CLAIM.

Disclaimer of Product Liability. The Infinite Z Product incorporates a stereo display apparatus. User acknowledges that: (i) use of a stereo display apparatus subjects the user to a non-normal exercising of the eyes by extending the normal accommodation, convergence and focus of the eyes in concert with each other; and (ii) some users may experience dizziness, nausea, headaches and/or other sensations of physical discomfort or illness. User will notify its employees, consultants, contractors and any other person that User permits or authorizes to use the Product (an “Infinite Z zSpace Product User”) of the risks associated with use of the Product, as described herein. Infinite Z disclaims any and all liability to user or to any Infinite zSpace Product User for any dizziness, nausea, headaches and/or other sensations of physical discomfort or illness that an Infinite zSpace Product User may experience as a result of use of the Infinite zSpace Product.

10. GENERAL.

This Agreement will be governed and construed in accordance with the laws of the State of California, excluding its conflict of laws principles. The parties disclaim application of the United Nations Convention on Contracts for the International Sale of Goods. Buyer may not assign or transfer this Agreement, or any order accepted by Infinite Z hereunder, in whole or in part, by operation of law or otherwise, without Infinite Z’s express prior written consent. Any attempt to do so, without Infinite Z’s consent, will be null. All notices or approvals required or permitted under this Agreement will be in writing and delivered by confirmed facsimile transmission, by overnight delivery service, or by certified mail, and in each instance will be deemed given upon receipt. The failure by Infinite Z to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision. If a court of competent jurisdiction finds any provision of this Agreement invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of this Agreement will remain in full force and effect. This Agreement constitutes the complete and exclusive agreement between Infinite Z and Buyer regarding its subject matter and supersedes all prior or contemporaneous agreements or understandings, whether written or oral, regarding its subject matter. Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and signed by duly authorized representatives of each party. Buyer will not export or re-export, directly or indirectly, the Products or any technical information related thereto or any direct products thereof to any destination or person prohibited or restricted by the export control laws and regulations of the United States.

EARLY ACCESS PROGRAM LICENSE AND PURCHASE AGREEMENT

These terms and conditions (“Agreement”) apply to the professional’s purchase of products (hardware and software) and support (“zSpace System”) sold by Infinite Z, a Delaware corporation with its principal place of business located at 375 Ravendale Drive, Mountain View, CA 94043. By placing your order for Product, you accept and are bound to the terms and conditions of this Agreement. If you have placed an order but do not wish to be subject to these terms and conditions, you must promptly cancel your order before it is delivered and becomes non-cancellable.

To indicate your acceptance of these terms, please scroll to the bottom of the page and input your name and email address.

FCC, Class A
This product has been tested and found to comply with the limits for a Class A digital device pursuant to Part 15 of the FCC Rules. These limits are designed to provide reasonable protection against harmful interference when the equipment is operated in a commercial environment. This product generates, uses, and can radiate radio frequency energy and, if not installed and used in accordance with the manufacturer’s instruction manual, may cause harmful interference with radio communications. Operation of this product in a residential area is likely to cause harmful interference, in which case you will be required to correct the interference at your own expense.
This device complies with Part 15 of the FCC Rules. Operation is subject to the following two conditions:

1) This device may not cause harmful interference.
This device must accept any interference received, including interference that may cause undesired operation.

Notice: The FCC regulations provide that changes or modifications not expressly approved by Infinite Z® Inc. could void your authority to operate this equipment.
These limits are designed to provide reasonable protection against harmful interference in a non-residential installation. However, there is no guarantee that interference will not occur in a particular installation. If this equipment does cause harmful interference with radio or television reception, which can be determined by turning the equipment off and on, you are encouraged to try to correct the interference by one or more of the following measures:
Reorient or relocate the antenna of the radio/television receiver.
Increase the separation between this equipment and the radio/television receiver.
Plug the equipment into a different outlet so that the equipment and the radio/television receiver are on different power mains branch circuits.
Consult a representative of Infinite Z® Inc. or an experienced radio/television technician for additional suggestions.

RECITALS

A. Infinite Z has developed a virtual holographic computing platform (the “Infinite Z zSpace Platform”). Infinite Z has also developed a software development kit, the “zSpace SDK”. The zSpace SDK consists of the following: Software includes SDK (includes headers to compile against libraries) PC based drivers, libraries, sample applications, sample code, hardware embedded code, tracking code, configuration files for installation, documentation (including some open source code).

B. Infinite Z is making early access versions of the Infinite zSpace Platform and the zSpace SDK available to developers that desire to develop and test applications that operate on or in connection with the Infinite zSpace Platform and to evaluate and test the Infinite zSpace Platform.

C. Developer desires to obtain early access versions of the Infinite zSpace Platform and the zSpace SDK for the purposes described in Recital B. and Infinite Z is willing to make such beta versions of the Infinite zSpace Platform and the zSpace SDK available to Developer, subject to and in accordance with the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the foregoing, the parties hereby agree as follows:

1. LICENSE

1.1 zSpace SDK License. Subject to Developer’s compliance with the terms and conditions of this Agreement, Infinite Z hereby grants Developer a nonexclusive license to use and reproduce the zSpace SDK, solely for the purposes of developing and testing applications that operate on or in connection with the Infinite zSpace Platform (“Developer Applications”) and for evaluating the Infinite zSpace Platform.

1.2 Restrictions. Developer has no right to use or reproduce the zSpace SDK except as expressly set forth in Section 1.1. Developer will not modify, transfer, sublicense or otherwise distribute the zSpace SDK (or any portion thereof) to any third party. Developer will not lease, lend nor rent the zSpace SDK, use the zSpace SDK to provide service bureau, time-sharing or other computer services to third parties, or otherwise provide or make the functionality of the zSpace SDK available to any third party. Developer will not use the zSpace SDK to perform comparisons or other “benchmarking” activities against products that are competitive with the zSpace SDK or the Infinite zSpace Platform. Developer acknowledges and agrees that portions of the zSpace SDK, including but not limited to the source code and the specific design and structure of individual modules or programs, constitute or contain trade secrets of Infinite Z and its licensors. Accordingly, Developer agrees not to disassemble, decompile or reverse engineer the zSpace SDK, in whole or in part, or permit or authorize a third party to do so, except to the extent such activities are expressly permitted by law notwithstanding this prohibition.

1.3 Limited Rights. Infinite Z and its licensors reserve all rights and licenses in and to the zSpace SDK not expressly granted to Developer under this Agreement.

2. PURCHASE OF INFINITE Z ZSPACE PLATFORM.

The terms and conditions set forth below in the section titled “INFINITE Z EARLY ACCESS PRODUCTS TERMS AND CONDITIONS OF SALE“ govern Developer’s use of the units of the Infinite Z zSpace Platform that Developer purchases from Infinite Z hereunder.

3. OWNERSHIP.

Developer acknowledges and agrees that, as between the parties, Infinite Z owns all right, title, and interest in and to the zSpace SDK, including all worldwide patent rights, copyrights, trade secrets, and any other intellectual property rights therein. Developer will reproduce all of Infinite Z’s and its licensor’s copyright notices and any other proprietary rights notices on all copies of the zSpace SDK that Developer makes hereunder.

4. CONFIDENTIAL INFORMATION

4.1 Definition. “Confidential Information” means: (a) the zSpace SDK and all technical information relating thereto; and (b) any business or technical information of Infinite Z, including, but not limited to, any information relating to Infinite Z’s product plans, designs, costs, product prices and names, finances, marketing plans, business opportunities, personnel, research, development or know-how.

4.2 Restrictions. Developer will not use or disclose any Confidential Information, except as necessary for the exercise of its rights under this Agreement. Developer will use all reasonable efforts to protect Confidential Information from unauthorized use or disclosure, but in no event less than the efforts that it ordinarily uses with respect to its own confidential information of similar importance. Developer may disclose Confidential Information only to those of its employees and contractors who need to know such Confidential Information for the exercise of Developer’s rights under this Agreement; provided, that each such employee and contractor first is bound by a written agreement that contains use and nondisclosure restrictions at least as protective of the Confidential Information as those set forth in this Agreement.

4.3 Exclusions. The obligations in Section 4.2 will not apply to the extent any information: (a) is or becomes generally known to the public through no fault or breach of this Agreement by Developer; (b) is rightfully known by Developer at the time of disclosure without an obligation of confidentiality; (c) is independently developed by Developer without access to or use of any Confidential Information; or (d) is rightfully obtained by Developer from a third party without restriction on use or disclosure.

4.4 Publicity. Developer may not issue any press releases or make any other public statements regarding this Agreement, its terms and conditions or the relationship of the parties without Infinite Z’s express prior written approval, which approval Infinite Z may grant or withhold at its sole discretion.

5. DISCLAIMERS AND SUPPORT.

5.1 Warranty Disclaimers. The zSpace SDK is provided “AS IS,” WITHOUT WARRANTY OF ANY KIND. INFINITE Z DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

5.2 Technical Support. If Developer has purchased at least one unit of the Infinite zSpace Platform, then, for a period of twelve (12) months from the Effective Date of this Agreement, Infinite Z will provide Developer with technical support for the zSpace SDK. Such support services will be limited to answering technical questions regarding software application programming interfaces, including the zSpace SDK, via telephone or electronic mail. Infinite Z will make such technical support available during the hours of 9:00AM to 4:30 PM (Pacific Time), Monday through Friday (except holidays).

6. INDEMNITY.

Developer will indemnify, hold harmless, and defend Infinite Z from and against any and all claims, liabilities, damages, losses, costs and expenses (including but not limited to reasonable attorneys fees) arising out of or resulting from the use, marketing, licensing, distribution or sale of any Developer Application including any claims alleging that a Developer Application infringes or misappropriates a third party’s intellectual property rights of a third party. Infinite Z will (i) promptly notify Developer of the claim; (ii) provide Developer with all reasonable information and assistance, at Developer‘s expense, to defend or settle such a claim; and (iii) grant Developer authority and control of the defense and settlement of the claim.

7. LIMITATION OF LIABILITY

7.1 Exclusion of Damages. IN NO EVENT WILL INFINITE Z BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF REVENUE, USE, PROFITS, DATA OR GOODWILL, OR FOR THE COST OF PROCURING SUBSTITUTE PRODUCTS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE, OPERATION OR PERFORMANCE OF THE ZSPACE SDK, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, AND WHETHER OR NOT INFINITE Z HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE PARTIES HAVE AGREED THAT THESE LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

7.2 Total Liability. INFINITE Z’S TOTAL LIABILITY TO BUYER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY, WILL BE LIMITED TO THE AMOUNTS PAID BY DEVELOPER TO INFINITE Z PURSUANT TO THIS AGREEMENT. IF INFINITE Z HAS MADE THE ZSPACE SDK AVAILABLE TO DEVELOPER WITHOUT CHARGE, INFINITE Z’S TOTAL LIABILITY WILL BE LIMITED TO $500.

7.3 Disclaimer of Platform-based Liability. The Infinite Z zSpace Platform incorporates a stereo display apparatus. Developer acknowledges that: (i) use of a stereo display apparatus subjects the user to a non-normal exercising of the eyes by extending the normal accommodation, convergence and focus of the eyes in concert with each other; and (ii) some users may experience dizziness, nausea, headaches and/or other sensations of physical discomfort or illness. Developer will notify its employees, consultants, contractors and any other person that Developer permits or authorizes to use the zSpace Platform (an “Infinite Z zSpace Platform User”) of the risks associated with use of the Infinite zSpace Platform, as described herein. Infinite Z disclaims any and all liability to Developer or to any Infinite zSpace Platform User for any dizziness, nausea, headaches and/or other sensations of physical discomfort or illness that an Infinite zSpace Platform User may experience as a result of use of the Infinite zSpace Platform.

8. TERM AND TERMINATION

8.1 Term. This Agreement commences as of the Effective Date acknowledged by acceptance of this web page, unless terminated earlier in accordance with its terms, will remain in effect perpetually thereafter.

8.2 Termination for Convenience. Either party may terminate this Agreement at any time, for any reason or for no reason, by providing the other party with at least thirty (30) days prior written notice.

8.3 Termination. Each party has the right to terminate this Agreement if the other party breaches any material term of this Agreement and fails to cure such breach within thirty (30) days after written notice thereof.

8.4 Effect of Termination. Upon any termination of this Agreement: (a) the rights and licenses granted to Developer under this Agreement will automatically terminate; and (b) Developer will return to Infinite Z all copies of the ZSpace SDK and any other Confidential Information in Developer’s possession or control, and an officer of Developer will certify in writing to Infinite Z that it has complied with the foregoing.

8.5 Survival. The provisions of Sections 3, 4, 5.1, 6, 7, 8.4, 8.5 and 9 will survive any termination or expiration of this Agreement.

9. GENERAL.

9.1 Assignment. Developer may not assign or transfer this Agreement, in whole or in part, by operation of law or otherwise, without the prior written consent of Infinite Z. Any attempted assignment without such consent will be void. Subject to the foregoing, this Agreement will bind and benefit the parties and their respective successors and assigns.

9.2 Governing Law. This Agreement will be governed by and construed in accordance with the laws of the state of California (excluding its body of law controlling conflict of laws). The parties agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in the Northern District of California and the parties hereby consent to the personal jurisdiction and venue therein.

9.3 Nonexclusive Remedy. Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will not be deemed an election of remedies and will be without prejudice to its other remedies under this Agreement or available at law or in equity or otherwise.

9.4 Severability. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions of the Agreement will remain in full force and effect, and the provision affected will be construed so as to be enforceable to the maximum extent permissible by law.

9.5 Waiver. The failure by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision.

9.6 Notices. All notices required or permitted under this Agreement will be in writing, will reference this Agreement, and will be deemed given: (i) when delivered personally; (ii) one (1) business day after deposit with a nationally-recognized express courier, with written confirmation of receipt; or (iii) three (3) business days after having been sent by registered or certified mail, return receipt requested, postage prepaid. All such notices will be sent to the addresses set forth above or to such other address as may be specified by either party to the other party in accordance with this Section.

9.7 Entire Agreement. This Agreement constitutes the entire and exclusive agreement between the parties pertaining to the subject matter hereof, and supersedes any and all prior agreements, communications, and understandings (both written and oral) regarding such subject matter. This Agreement may only be modified, or any rights under it waived, by a written document executed by both parties.

9.8 Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

9.9. Export Law. Developer agrees to comply fully with all U.S. export laws and regulations to ensure that neither the zSpace SDK nor any technical data related thereto nor any direct product thereof are exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations.

INFINITE Z EARLY ACCESS PRODUCTS TERMS AND CONDITIONS OF SALE

1. SCOPE.

These terms and conditions of sale (this “Agreement”) apply to all purchase orders accepted by Infinite Z, Inc. (“Infinite Z”) for the sale of its early access products (“Products”), except in the case that Infinite Z and buyer (“Buyer”) have executed a written agreement that expressly supersedes this Agreement. Buyer acknowledges and agrees that all Products are early access versions that are sold to Buyer solely for its internal use, solely for evaluation and testing purposes in a non-production environment.

2. SOFTWARE.

To the extent the Products contain software in any form, Infinite Z grants Buyer a personal, non-exclusive, non-transferable, non-assignable license to use such software, solely as part of the Products with which such software is delivered and solely for the purpose of evaluating and testing the Products. Buyer expressly acknowledges that Infinite Z does not sell any software and terms such as “sell” and “purchase”, as used in this Agreement, apply only to the extent the Products consist of non-software items. If Buyer sells, leases, lends, rents or otherwise transfers the Products to a third party: (i) Buyer will first permanently erase all copies of the Software from such Products and destroy any and all copies of the Software in Buyer’s possession or control; and (Ii) the license rights granted in this Section 2 as to such Software will automatically terminate.

3. ORDERING.

If Buyer desires to purchase Products, an authorized representative of Buyer will accept the online terms, signified by entering their email address and company name in addition to the recording of their IP address. Infinite Z’s acceptance of Buyer’s order is expressly conditioned on Buyer’s unconditional assent to this Agreement in lieu of any terms in Buyer’s order or any other Buyer communication. Infinite Z hereby rejects any terms in Buyer’s order or any other Buyer communication that conflict with or that add to or modify this Agreement.

4. SHIPPING AND DELIVERY.

Infinite Z’s standard shipping and delivery terms for the Products apply as outlined during the payment process.

5. Feedback.

Buyer acknowledges that Infinite Z desires to obtain comments, suggestions and feedback with respect to the operation, performance and reliability of the Products, including suggestions for improvement (collectively, “Feedback”). Buyer agrees to provide Infinite Z with Feedback regarding the Products, and any other information reasonably requested by Infinite Z. Buyer agree that such Feedback will be the sole and exclusive property of Infinite Z and Buyer hereby irrevocably assigns to Infinite Z and agrees to assign to Infinite Z all rights, title, and interest in and to all Feedback, including all intellectual property rights therein.

6. DISCLAIMERS.

The Products are provided “AS IS,” WITHOUT WARRANTY OF ANY KIND. INFINITE Z DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

7. SUPPORT.

For a period of twelve (12) months following the date of purchase, as indicated on Infinite Z’s shipping invoice, Infinite Z will promptly repair or replace any Products that exhibit defects in material or workmanship. The period can be extended to thirty-six (36) months with purchase of a separate option. Replacement Products may consist of new or remanufactured parts that are equivalent to new. All Products that are replaced become the property of Infinite Z. Infinite Z will have no obligation to repair or replace any Products that: (i) have been repaired or modified by persons other than Infinite Z-authorized personnel; (ii) have been subject to accident, negligence, abuse or misuse; (iii) have been used other than in accordance with Infinite Z’s specifications; or (iv) that fail to operate as a result of causes external to the Products such as, but not limited to, failure of electrical systems, fire or water damage.

8. CONFIDENTIALITY.

Buyer agrees that all technical information regarding the Products, including any Feedback that Buyer provides to Infinite Z, constitutes the confidential and proprietary information of Infinite Z (“Confidential Information”). Buyer will not use or disclose any Confidential Information, except as necessary for the exercise of its rights under this Agreement. Buyer will use all reasonable efforts to protect Confidential Information from unauthorized use or disclosure, but in no event less than the efforts that it ordinarily uses with respect to its own confidential information of similar importance. Buyer may disclose Confidential Information only to those of its employees and contractors who need to know such Confidential Information for the exercise of Buyer’s rights under this Agreement; provided, that each such employee and contractor is bound by a written agreement that contains use and nondisclosure restrictions at least as protective of the Confidential Information as those set forth in this Agreement. The foregoing restrictions will not apply to the extent any information: (a) is or becomes generally known to the public through no fault or breach of this Agreement by Buyer; (b) is rightfully known by Buyer at the time of disclosure without an obligation of confidentiality; (c) is independently developed by Buyer without access to or use of any Confidential Information; or (d) is rightfully obtained by Buyer from a third party without restriction on use or disclosure.

9. LIMITATIONS OF LIABILITY.

IN NO EVENT WILL INFINITE Z BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF REVENUE, USE, PROFITS, DATA OR GOODWILL, OR FOR THE COST OF PROCURING SUBSTITUTE PRODUCTS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE PURCHASE, SALE, USE, OPERATION OR PERFORMANCE OF THE PRODUCTS, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, AND WHETHER OR NOT INFINITE Z HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE PARTIES HAVE AGREED THAT THESE LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. INFINITE Z’S TOTAL LIABILITY TO BUYER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY, WILL BE LIMITED TO THE ACTUAL AMOUNT PAID BY BUYER TO INFINITE Z FOR THE PRODUCTS THAT GIVE RISE TO THE CLAIM.

Disclaimer of Product Liability. The Infinite Z Product incorporates a stereo display apparatus. User acknowledges that: (i) use of a stereo display apparatus subjects the user to a non-normal exercising of the eyes by extending the normal accommodation, convergence and focus of the eyes in concert with each other; and (ii) some users may experience dizziness, nausea, headaches and/or other sensations of physical discomfort or illness. User will notify its employees, consultants, contractors and any other person that User permits or authorizes to use the Product (an “Infinite Z zSpace Product User”) of the risks associated with use of the Product, as described herein. Infinite Z disclaims any and all liability to user or to any Infinite zSpace Product User for any dizziness, nausea, headaches and/or other sensations of physical discomfort or illness that an Infinite zSpace Product User may experience as a result of use of the Infinite zSpace Product.

10. GENERAL.

This Agreement will be governed and construed in accordance with the laws of the State of California, excluding its conflict of laws principles. The parties disclaim application of the United Nations Convention on Contracts for the International Sale of Goods. Buyer may not assign or transfer this Agreement, or any order accepted by Infinite Z hereunder, in whole or in part, by operation of law or otherwise, without Infinite Z’s express prior written consent. Any attempt to do so, without Infinite Z’s consent, will be null. All notices or approvals required or permitted under this Agreement will be in writing and delivered by confirmed facsimile transmission, by overnight delivery service, or by certified mail, and in each instance will be deemed given upon receipt. The failure by Infinite Z to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision. If a court of competent jurisdiction finds any provision of this Agreement invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of this Agreement will remain in full force and effect. This Agreement constitutes the complete and exclusive agreement between Infinite Z and Buyer regarding its subject matter and supersedes all prior or contemporaneous agreements or understandings, whether written or oral, regarding its subject matter. Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and signed by duly authorized representatives of each party. Buyer will not export or re-export, directly or indirectly, the Products or any technical information related thereto or any direct products thereof to any destination or person prohibited or restricted by the export control laws and regulations of the United States.

EARLY ACCESS PROGRAM LICENSE AND PURCHASE AGREEMENT

These terms and conditions (“Agreement”) apply to the professional’s purchase of products (hardware and software) and support (“zSpace System”) sold by Infinite Z, a Delaware corporation with its principal place of business located at 375 Ravendale Drive, Mountain View, CA 94043. By placing your order for Product, you accept and are bound to the terms and conditions of this Agreement. If you have placed an order but do not wish to be subject to these terms and conditions, you must promptly cancel your order before it is delivered and becomes non-cancellable.

To indicate your acceptance of these terms, please scroll to the bottom of the page and input your name and email address.

FCC, Class A
This product has been tested and found to comply with the limits for a Class A digital device pursuant to Part 15 of the FCC Rules. These limits are designed to provide reasonable protection against harmful interference when the equipment is operated in a commercial environment. This product generates, uses, and can radiate radio frequency energy and, if not installed and used in accordance with the manufacturer’s instruction manual, may cause harmful interference with radio communications. Operation of this product in a residential area is likely to cause harmful interference, in which case you will be required to correct the interference at your own expense.
This device complies with Part 15 of the FCC Rules. Operation is subject to the following two conditions:

1) This device may not cause harmful interference.
This device must accept any interference received, including interference that may cause undesired operation.

Notice: The FCC regulations provide that changes or modifications not expressly approved by Infinite Z® Inc. could void your authority to operate this equipment.
These limits are designed to provide reasonable protection against harmful interference in a non-residential installation. However, there is no guarantee that interference will not occur in a particular installation. If this equipment does cause harmful interference with radio or television reception, which can be determined by turning the equipment off and on, you are encouraged to try to correct the interference by one or more of the following measures:
Reorient or relocate the antenna of the radio/television receiver.
Increase the separation between this equipment and the radio/television receiver.
Plug the equipment into a different outlet so that the equipment and the radio/television receiver are on different power mains branch circuits.
Consult a representative of Infinite Z® Inc. or an experienced radio/television technician for additional suggestions.

RECITALS

A. Infinite Z has developed a virtual holographic computing platform (the “Infinite Z zSpace Platform”). Infinite Z has also developed a software development kit, the “zSpace SDK”. The zSpace SDK consists of the following: Software includes SDK (includes headers to compile against libraries) PC based drivers, libraries, sample applications, sample code, hardware embedded code, tracking code, configuration files for installation, documentation (including some open source code).

B. Infinite Z is making early access versions of the Infinite zSpace Platform and the zSpace SDK available to developers that desire to develop and test applications that operate on or in connection with the Infinite zSpace Platform and to evaluate and test the Infinite zSpace Platform.

C. Developer desires to obtain early access versions of the Infinite zSpace Platform and the zSpace SDK for the purposes described in Recital B. and Infinite Z is willing to make such beta versions of the Infinite zSpace Platform and the zSpace SDK available to Developer, subject to and in accordance with the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the foregoing, the parties hereby agree as follows:

1. LICENSE

1.1 zSpace SDK License. Subject to Developer’s compliance with the terms and conditions of this Agreement, Infinite Z hereby grants Developer a nonexclusive license to use and reproduce the zSpace SDK, solely for the purposes of developing and testing applications that operate on or in connection with the Infinite zSpace Platform (“Developer Applications”) and for evaluating the Infinite zSpace Platform.

1.2 Restrictions. Developer has no right to use or reproduce the zSpace SDK except as expressly set forth in Section 1.1. Developer will not modify, transfer, sublicense or otherwise distribute the zSpace SDK (or any portion thereof) to any third party. Developer will not lease, lend nor rent the zSpace SDK, use the zSpace SDK to provide service bureau, time-sharing or other computer services to third parties, or otherwise provide or make the functionality of the zSpace SDK available to any third party. Developer will not use the zSpace SDK to perform comparisons or other “benchmarking” activities against products that are competitive with the zSpace SDK or the Infinite zSpace Platform. Developer acknowledges and agrees that portions of the zSpace SDK, including but not limited to the source code and the specific design and structure of individual modules or programs, constitute or contain trade secrets of Infinite Z and its licensors. Accordingly, Developer agrees not to disassemble, decompile or reverse engineer the zSpace SDK, in whole or in part, or permit or authorize a third party to do so, except to the extent such activities are expressly permitted by law notwithstanding this prohibition.

1.3 Limited Rights. Infinite Z and its licensors reserve all rights and licenses in and to the zSpace SDK not expressly granted to Developer under this Agreement.

2. PURCHASE OF INFINITE Z ZSPACE PLATFORM.

The terms and conditions set forth below in the section titled “INFINITE Z EARLY ACCESS PRODUCTS TERMS AND CONDITIONS OF SALE“ govern Developer’s use of the units of the Infinite Z zSpace Platform that Developer purchases from Infinite Z hereunder.

3. OWNERSHIP.

Developer acknowledges and agrees that, as between the parties, Infinite Z owns all right, title, and interest in and to the zSpace SDK, including all worldwide patent rights, copyrights, trade secrets, and any other intellectual property rights therein. Developer will reproduce all of Infinite Z’s and its licensor’s copyright notices and any other proprietary rights notices on all copies of the zSpace SDK that Developer makes hereunder.

4. CONFIDENTIAL INFORMATION

4.1 Definition. “Confidential Information” means: (a) the zSpace SDK and all technical information relating thereto; and (b) any business or technical information of Infinite Z, including, but not limited to, any information relating to Infinite Z’s product plans, designs, costs, product prices and names, finances, marketing plans, business opportunities, personnel, research, development or know-how.

4.2 Restrictions. Developer will not use or disclose any Confidential Information, except as necessary for the exercise of its rights under this Agreement. Developer will use all reasonable efforts to protect Confidential Information from unauthorized use or disclosure, but in no event less than the efforts that it ordinarily uses with respect to its own confidential information of similar importance. Developer may disclose Confidential Information only to those of its employees and contractors who need to know such Confidential Information for the exercise of Developer’s rights under this Agreement; provided, that each such employee and contractor first is bound by a written agreement that contains use and nondisclosure restrictions at least as protective of the Confidential Information as those set forth in this Agreement.

4.3 Exclusions. The obligations in Section 4.2 will not apply to the extent any information: (a) is or becomes generally known to the public through no fault or breach of this Agreement by Developer; (b) is rightfully known by Developer at the time of disclosure without an obligation of confidentiality; (c) is independently developed by Developer without access to or use of any Confidential Information; or (d) is rightfully obtained by Developer from a third party without restriction on use or disclosure.

4.4 Publicity. Developer may not issue any press releases or make any other public statements regarding this Agreement, its terms and conditions or the relationship of the parties without Infinite Z’s express prior written approval, which approval Infinite Z may grant or withhold at its sole discretion.

5. DISCLAIMERS AND SUPPORT.

5.1 Warranty Disclaimers. The zSpace SDK is provided “AS IS,” WITHOUT WARRANTY OF ANY KIND. INFINITE Z DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

5.2 Technical Support. If Developer has purchased at least one unit of the Infinite zSpace Platform, then, for a period of twelve (12) months from the Effective Date of this Agreement, Infinite Z will provide Developer with technical support for the zSpace SDK. Such support services will be limited to answering technical questions regarding software application programming interfaces, including the zSpace SDK, via telephone or electronic mail. Infinite Z will make such technical support available during the hours of 9:00AM to 4:30 PM (Pacific Time), Monday through Friday (except holidays).

6. INDEMNITY.

Developer will indemnify, hold harmless, and defend Infinite Z from and against any and all claims, liabilities, damages, losses, costs and expenses (including but not limited to reasonable attorneys fees) arising out of or resulting from the use, marketing, licensing, distribution or sale of any Developer Application including any claims alleging that a Developer Application infringes or misappropriates a third party’s intellectual property rights of a third party. Infinite Z will (i) promptly notify Developer of the claim; (ii) provide Developer with all reasonable information and assistance, at Developer‘s expense, to defend or settle such a claim; and (iii) grant Developer authority and control of the defense and settlement of the claim.

7. LIMITATION OF LIABILITY

7.1 Exclusion of Damages. IN NO EVENT WILL INFINITE Z BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF REVENUE, USE, PROFITS, DATA OR GOODWILL, OR FOR THE COST OF PROCURING SUBSTITUTE PRODUCTS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE, OPERATION OR PERFORMANCE OF THE ZSPACE SDK, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, AND WHETHER OR NOT INFINITE Z HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE PARTIES HAVE AGREED THAT THESE LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

7.2 Total Liability. INFINITE Z’S TOTAL LIABILITY TO BUYER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY, WILL BE LIMITED TO THE AMOUNTS PAID BY DEVELOPER TO INFINITE Z PURSUANT TO THIS AGREEMENT. IF INFINITE Z HAS MADE THE ZSPACE SDK AVAILABLE TO DEVELOPER WITHOUT CHARGE, INFINITE Z’S TOTAL LIABILITY WILL BE LIMITED TO $500.

7.3 Disclaimer of Platform-based Liability. The Infinite Z zSpace Platform incorporates a stereo display apparatus. Developer acknowledges that: (i) use of a stereo display apparatus subjects the user to a non-normal exercising of the eyes by extending the normal accommodation, convergence and focus of the eyes in concert with each other; and (ii) some users may experience dizziness, nausea, headaches and/or other sensations of physical discomfort or illness. Developer will notify its employees, consultants, contractors and any other person that Developer permits or authorizes to use the zSpace Platform (an “Infinite Z zSpace Platform User”) of the risks associated with use of the Infinite zSpace Platform, as described herein. Infinite Z disclaims any and all liability to Developer or to any Infinite zSpace Platform User for any dizziness, nausea, headaches and/or other sensations of physical discomfort or illness that an Infinite zSpace Platform User may experience as a result of use of the Infinite zSpace Platform.

8. TERM AND TERMINATION

8.1 Term. This Agreement commences as of the Effective Date acknowledged by acceptance of this web page, unless terminated earlier in accordance with its terms, will remain in effect perpetually thereafter.

8.2 Termination for Convenience. Either party may terminate this Agreement at any time, for any reason or for no reason, by providing the other party with at least thirty (30) days prior written notice.

8.3 Termination. Each party has the right to terminate this Agreement if the other party breaches any material term of this Agreement and fails to cure such breach within thirty (30) days after written notice thereof.

8.4 Effect of Termination. Upon any termination of this Agreement: (a) the rights and licenses granted to Developer under this Agreement will automatically terminate; and (b) Developer will return to Infinite Z all copies of the ZSpace SDK and any other Confidential Information in Developer’s possession or control, and an officer of Developer will certify in writing to Infinite Z that it has complied with the foregoing.

8.5 Survival. The provisions of Sections 3, 4, 5.1, 6, 7, 8.4, 8.5 and 9 will survive any termination or expiration of this Agreement.

9. GENERAL.

9.1 Assignment. Developer may not assign or transfer this Agreement, in whole or in part, by operation of law or otherwise, without the prior written consent of Infinite Z. Any attempted assignment without such consent will be void. Subject to the foregoing, this Agreement will bind and benefit the parties and their respective successors and assigns.

9.2 Governing Law. This Agreement will be governed by and construed in accordance with the laws of the state of California (excluding its body of law controlling conflict of laws). The parties agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in the Northern District of California and the parties hereby consent to the personal jurisdiction and venue therein.

9.3 Nonexclusive Remedy. Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will not be deemed an election of remedies and will be without prejudice to its other remedies under this Agreement or available at law or in equity or otherwise.

9.4 Severability. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions of the Agreement will remain in full force and effect, and the provision affected will be construed so as to be enforceable to the maximum extent permissible by law.

9.5 Waiver. The failure by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision.

9.6 Notices. All notices required or permitted under this Agreement will be in writing, will reference this Agreement, and will be deemed given: (i) when delivered personally; (ii) one (1) business day after deposit with a nationally-recognized express courier, with written confirmation of receipt; or (iii) three (3) business days after having been sent by registered or certified mail, return receipt requested, postage prepaid. All such notices will be sent to the addresses set forth above or to such other address as may be specified by either party to the other party in accordance with this Section.

9.7 Entire Agreement. This Agreement constitutes the entire and exclusive agreement between the parties pertaining to the subject matter hereof, and supersedes any and all prior agreements, communications, and understandings (both written and oral) regarding such subject matter. This Agreement may only be modified, or any rights under it waived, by a written document executed by both parties.

9.8 Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

9.9. Export Law. Developer agrees to comply fully with all U.S. export laws and regulations to ensure that neither the zSpace SDK nor any technical data related thereto nor any direct product thereof are exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations.

INFINITE Z EARLY ACCESS PRODUCTS TERMS AND CONDITIONS OF SALE

1. SCOPE.

These terms and conditions of sale (this “Agreement”) apply to all purchase orders accepted by Infinite Z, Inc. (“Infinite Z”) for the sale of its early access products (“Products”), except in the case that Infinite Z and buyer (“Buyer”) have executed a written agreement that expressly supersedes this Agreement. Buyer acknowledges and agrees that all Products are early access versions that are sold to Buyer solely for its internal use, solely for evaluation and testing purposes in a non-production environment.

2. SOFTWARE.

To the extent the Products contain software in any form, Infinite Z grants Buyer a personal, non-exclusive, non-transferable, non-assignable license to use such software, solely as part of the Products with which such software is delivered and solely for the purpose of evaluating and testing the Products. Buyer expressly acknowledges that Infinite Z does not sell any software and terms such as “sell” and “purchase”, as used in this Agreement, apply only to the extent the Products consist of non-software items. If Buyer sells, leases, lends, rents or otherwise transfers the Products to a third party: (i) Buyer will first permanently erase all copies of the Software from such Products and destroy any and all copies of the Software in Buyer’s possession or control; and (Ii) the license rights granted in this Section 2 as to such Software will automatically terminate.

3. ORDERING.

If Buyer desires to purchase Products, an authorized representative of Buyer will accept the online terms, signified by entering their email address and company name in addition to the recording of their IP address. Infinite Z’s acceptance of Buyer’s order is expressly conditioned on Buyer’s unconditional assent to this Agreement in lieu of any terms in Buyer’s order or any other Buyer communication. Infinite Z hereby rejects any terms in Buyer’s order or any other Buyer communication that conflict with or that add to or modify this Agreement.

4. SHIPPING AND DELIVERY.

Infinite Z’s standard shipping and delivery terms for the Products apply as outlined during the payment process.

5. Feedback.

Buyer acknowledges that Infinite Z desires to obtain comments, suggestions and feedback with respect to the operation, performance and reliability of the Products, including suggestions for improvement (collectively, “Feedback”). Buyer agrees to provide Infinite Z with Feedback regarding the Products, and any other information reasonably requested by Infinite Z. Buyer agree that such Feedback will be the sole and exclusive property of Infinite Z and Buyer hereby irrevocably assigns to Infinite Z and agrees to assign to Infinite Z all rights, title, and interest in and to all Feedback, including all intellectual property rights therein.

6. DISCLAIMERS.

The Products are provided “AS IS,” WITHOUT WARRANTY OF ANY KIND. INFINITE Z DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

7. SUPPORT.

For a period of twelve (12) months following the date of purchase, as indicated on Infinite Z’s shipping invoice, Infinite Z will promptly repair or replace any Products that exhibit defects in material or workmanship. The period can be extended to thirty-six (36) months with purchase of a separate option. Replacement Products may consist of new or remanufactured parts that are equivalent to new. All Products that are replaced become the property of Infinite Z. Infinite Z will have no obligation to repair or replace any Products that: (i) have been repaired or modified by persons other than Infinite Z-authorized personnel; (ii) have been subject to accident, negligence, abuse or misuse; (iii) have been used other than in accordance with Infinite Z’s specifications; or (iv) that fail to operate as a result of causes external to the Products such as, but not limited to, failure of electrical systems, fire or water damage.

8. CONFIDENTIALITY.

Buyer agrees that all technical information regarding the Products, including any Feedback that Buyer provides to Infinite Z, constitutes the confidential and proprietary information of Infinite Z (“Confidential Information”). Buyer will not use or disclose any Confidential Information, except as necessary for the exercise of its rights under this Agreement. Buyer will use all reasonable efforts to protect Confidential Information from unauthorized use or disclosure, but in no event less than the efforts that it ordinarily uses with respect to its own confidential information of similar importance. Buyer may disclose Confidential Information only to those of its employees and contractors who need to know such Confidential Information for the exercise of Buyer’s rights under this Agreement; provided, that each such employee and contractor is bound by a written agreement that contains use and nondisclosure restrictions at least as protective of the Confidential Information as those set forth in this Agreement. The foregoing restrictions will not apply to the extent any information: (a) is or becomes generally known to the public through no fault or breach of this Agreement by Buyer; (b) is rightfully known by Buyer at the time of disclosure without an obligation of confidentiality; (c) is independently developed by Buyer without access to or use of any Confidential Information; or (d) is rightfully obtained by Buyer from a third party without restriction on use or disclosure.

9. LIMITATIONS OF LIABILITY.

IN NO EVENT WILL INFINITE Z BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF REVENUE, USE, PROFITS, DATA OR GOODWILL, OR FOR THE COST OF PROCURING SUBSTITUTE PRODUCTS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE PURCHASE, SALE, USE, OPERATION OR PERFORMANCE OF THE PRODUCTS, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, AND WHETHER OR NOT INFINITE Z HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE PARTIES HAVE AGREED THAT THESE LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. INFINITE Z’S TOTAL LIABILITY TO BUYER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY, WILL BE LIMITED TO THE ACTUAL AMOUNT PAID BY BUYER TO INFINITE Z FOR THE PRODUCTS THAT GIVE RISE TO THE CLAIM.

Disclaimer of Product Liability. The Infinite Z Product incorporates a stereo display apparatus. User acknowledges that: (i) use of a stereo display apparatus subjects the user to a non-normal exercising of the eyes by extending the normal accommodation, convergence and focus of the eyes in concert with each other; and (ii) some users may experience dizziness, nausea, headaches and/or other sensations of physical discomfort or illness. User will notify its employees, consultants, contractors and any other person that User permits or authorizes to use the Product (an “Infinite Z zSpace Product User”) of the risks associated with use of the Product, as described herein. Infinite Z disclaims any and all liability to user or to any Infinite zSpace Product User for any dizziness, nausea, headaches and/or other sensations of physical discomfort or illness that an Infinite zSpace Product User may experience as a result of use of the Infinite zSpace Product.

10. GENERAL.

This Agreement will be governed and construed in accordance with the laws of the State of California, excluding its conflict of laws principles. The parties disclaim application of the United Nations Convention on Contracts for the International Sale of Goods. Buyer may not assign or transfer this Agreement, or any order accepted by Infinite Z hereunder, in whole or in part, by operation of law or otherwise, without Infinite Z’s express prior written consent. Any attempt to do so, without Infinite Z’s consent, will be null. All notices or approvals required or permitted under this Agreement will be in writing and delivered by confirmed facsimile transmission, by overnight delivery service, or by certified mail, and in each instance will be deemed given upon receipt. The failure by Infinite Z to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision. If a court of competent jurisdiction finds any provision of this Agreement invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of this Agreement will remain in full force and effect. This Agreement constitutes the complete and exclusive agreement between Infinite Z and Buyer regarding its subject matter and supersedes all prior or contemporaneous agreements or understandings, whether written or oral, regarding its subject matter. Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and signed by duly authorized representatives of each party. Buyer will not export or re-export, directly or indirectly, the Products or any technical information related thereto or any direct products thereof to any destination or person prohibited or restricted by the export control laws and regulations of the United States.