Effective: June 15, 2017 WorldViz LLC

STANDARD TERMS AND CONDITIONS OF SALE

  1. INTRODUCTION/ORDER OF PRECEDENCE. These terms and conditions govern the sale of hardware and software products (“Products”) by WorldViz LLC (“WorldViz”), and take precedence over Customer’s additional or different terms and conditions, to which notice of objection is hereby given.  WorldViz has priced all of its hardware and software products based upon the provisions in this document.  WORLDVIZ SHALL NOT BE BOUND BY CUSTOMER’S TERMS AND CONDITIONS. The failure to object to WorldViz’ terms and conditions in writing within a reasonable period of time, or the acceptance of Products purchased shall constitute an acceptance of these terms and conditions.
  2. PAYMENT. Payment terms are PAYMENT PRIOR TO SHIPMENT unless credit terms have been explicitly granted by WorldViz. All late payments shall be charged interest computed on a daily basis from the due date until paid in full at the rate of one and one-half percent (1-1/2%) per month or the maximum rate permitted by law, whichever is less.  In addition, Customer will pay WorldViz’ costs, including attorney’s fees, associated with the recovery of any past-due payments owed by Customer to WorldViz hereunder.
  3. ON-LOANS. Products sent on-loan shall be automatically invoiced if not returned within thirty (30) calendar days after their return due date or an extension date if given by WorldViz in writing.
  4. GOVERNMENT CONTRACT CONDITIONS. If Customer’s purchase order is placed pursuant to a U.S. Government contract, the Government clauses required to be passed on to subcontractors are subject to review by WorldViz prior to final acceptance. Unless otherwise agreed in writing, WorldViz will retain all right, title and interest in any and all data to be provided pursuant to this order.
  5. PRODUCT UPGRADES & REVISION CONTROL.  WorldViz may upgrade and change the design of its products at its discretion. Unless otherwise agreed in writing, the purchase of a Product shall not grant Customer any rights to product upgrades or discounts.
  6. FORCE MAJEURE. WorldViz shall not be liable for any delay or failure to perform due to any cause beyond its control, including but not limited to strikes, acts of God, interruptions of transportation, labor disturbance or shortage, or inability to obtain necessary materials. The delivery schedule shall be considered extended by a period of time equal to the time lost because of any delay beyond WorldViz’ control. In the event WorldViz is unable wholly or partially to perform because of any cause beyond its control, WorldViz may terminate the order without liability to Customer.
  7. INTELLECTUAL PROPERTY RIGHTS.  Any software embedded in the Products is subject to copyright laws and international copyright treaties and is the intellectual property of WorldViz or its licensors. Customer shall not copy, reproduce, use, perform, publicly display or allow access to the software, shall not distribute the software, and shall not, nor shall it permit any third party to: modify, adapt, translate or prepare derivative works from the software, or decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the software.
  8. MARKETING CONSIDERATION.  Customer grants WorldViz the right to reference Customer as a client on the WorldViz website and in WorldViz marketing material.
  9. LIMITED WARRANTY. Terms of Warranty are set forth in the applicable WorldViz Limited Product Warranty included with the Product, which terms are incorporated herein by reference. EXCEPT AS SET FORTH IN THE TERMS OF WARRANTY, WORLDVIZ MAKES NO WARRANTIES WITH RESPECT TO THE PRODUCTS EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
  10. NO OTHER WARRANTIES.  WORLDVIZ AND/OR ITS RESPECTIVE SUPPLIERS, PROVIDE THE PRODUCTS, INCLUDING ACCOMPANYING MATERIALS, “AS IS” AND DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EXPRESSLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE PRODUCTS, INCLUDING THE ACCOMPANYING MATERIALS.  WORLDVIZ DOES NOT WARRANT THAT THE PRODUCTS, INCLUDING ANY OF ITS DOCUMENTATION, ARE ERROR-FREE, THAT OPERATION OF THE PRODUCTS WILL BE SECURE OR UNINTERRUPTED, OR THAT THE PRODUCTS WILL MEET THE REQUIREMENTS OF CUSTOMER, AND HEREBY DISCLAIM ANY AND ALL LIABILITY ON ACCOUNT OF ANY OF THE FOREGOING.  THE ABOVE LIMITATION SHALL APPLY TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW.
  11. LIMITATION OF LIABILITY. IN NO EVENT WILL WORLDVIZ OR ITS LICENSORS OR SUPPLIERS BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA, COST OF COVER OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND IN CONNECTION WITH OR ARISING OUT OF THE FURNISHING, PERFORMANCE OR USE OF THE PRODUCTS OR SERVICES PERFORMED HEREUNDER, WHETHER ALLEGED AS A BREACH OF CONTRACT OR TORTIOUS CONDUCT, INCLUDING NEGLIGENCE, EVEN IF WORLDVIZ OR ITS LICENSORS OR SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
  12. EXPORT. Customer agrees that it will not in any form export, re-export, resell, ship or divert, directly or indirectly, any product or technical data or software furnished hereunder or the direct product of such technical data or software to any country for which the United States Government or any agency thereof at the time of export or re-export requires an export license or other governmental approval without first obtaining such license or approval.
  13. TAXES. Prices are exclusive of all sales, use, and similar taxes. If orders are taxable, Customer will notify WorldViz at the time of order and reach agreement whether the tax will be withheld as sales tax by WorldViz or accrued as use tax by Customer. If sales taxes are not applicable, Customer will furnish an exemption certificate to WorldViz upon request.
  14. TITLE, RISK OF LOSS AND SHIPMENT. WorldViz shall retain a security interest and right of possession in the Products until Customer makes full payment. Title and risk of loss or damage to Products shall pass to Customer at the shipping point. Unless otherwise directed by Customer, WorldViz will declare minimum value on goods shipped to obtain lowest freight charges. WorldViz shipments are FOB shipping point. Freight charges are prepaid by WorldViz and these charges are added to the applicable invoice for payment.
  15. ENTIRE AGREEMENT. CUSTOMER ACKNOWLEDGES THAT HE HAS READ AND UNDERSTANDS THESE STANDARD TERMS AND CONDITIONS OF SALE AND AGREES TO BE BOUND BY THEM, that it is the complete and exclusive statement of the agreement between the parties and expressly supersedes all proposals, oral or written, and all other communications between the parties relating to the subject matter hereof, except for the quantity of items purchased, price and date of delivery shown on Customer’s purchase order. No waiver of any breach or of any provision of these terms shall constitute a waiver of any other breach or provision. The parties hereto agree that no waiver, alteration, or modification of any of the provisions hereof shall be binding upon a party unless in writing and signed by a duly authorized representative of both parties.  No vendor, distributor, retailer, salesperson, or other person is authorized to modify this agreement or to make any warranties, representations or promises that are different than, or in addition to, the warranties, representations and promises in this agreement.
  16. GOVERNING LAW. This agreement shall be governed by and construed in accordance with the laws, other than choice of law rules, of the state of California.  Customer agrees that sole jurisdiction and venue for any dispute arising under this Agreement shall be in a state or federal court in Santa Barbara, California.

WorldViz June 15, 2017