Terms and Conditions

Last Updated: April 18, 2024

There are two separate Terms and Conditions you are expressly entering into by clicking-through the checkbox on the page that sent you to this page, both of which are contained in this document.

The first is the Product Purchase Agreement, which governs your purchase, access, and use of R-Zero Systems, Inc.'s products and services (including, but not limited to, R-Zero's Vive, Arc, and Sensor product lines).

The second is the Website Terms of Service, which apply to your access to, and use of the websites provided by R-Zero Systems, Inc., and which you have already accepted by visiting and/or purchasing products such websites.

PLEASE READ BOTH SETS OF THESE TERMS AND CONDITIONS CAREFULLY, INCLUDING THE MANDATORY ARBITRATION PROVISION IN SECTION 8.4 OF THE MASTER PURCHASE AGREEMENT AND SECTION 15 OF THE WEBSITE TERMS OF SERVICE, WHICH REQUIRES THAT ANY AND ALL DISPUTES BE RESOLVED BY FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS, NOT A CLASS-WIDE OR CONSOLIDATED BASIS. IF YOU DO NOT WISH TO BE SUBJECT TO ARBITRATION, YOU MAY OPT OUT OF THE ARBITRATION PROVISION BY FOLLOWING THE INSTRUCTIONS PROVIDED IN EACH OF THESE SECTIONS. BY ACCESSING OR USING THIS WEBSITE, YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS AND ALL TERMS INCORPORATED BY REFERENCE. IF YOU DO NOT AGREE TO THESE TERMS IN THEIR ENTIRETY, DO NOT USE THE SITE.

We may amend either of these Terms and Conditions from time to time, without notice. If we make changes, however, we may provide you with notice of such changes, such as by sending an email, providing a notice through the website, or updating the date at the top of these Terms and Conditions. Unless we specify otherwise, the amended Terms and Conditions will be effective immediately, and your continued use of the website will confirm your acceptance of the changes. If you do not agree to the amended Terms and Conditions, you must stop using the website.

If you have any questions about these Terms and Conditions or the website, please contact us at: support@rzerosystems.com.

 

I. Product Purchase Agreement

This Product Purchase Agreement (the "Agreement") is made by and between the customer identified in the Checkout form listed under Billing details ("Customer"), and R-Zero Systems, Inc. (“R-Zero”) (collectively, “the parties”). Capitalized terms utilized but not defined in this Agreement are defined in the checkout form and/or confirmation email (sent prior to order shipping), to which this Agreement is an Exhibit and incorporated thereto by this reference. To the extent a conflict arises between the terms and conditions of any other agreement between the Customer and R-Zero, and the terms and conditions of this Agreement, the terms of this Agreement will control and govern. R-Zero will not be bound by, and specifically objects to, any term, condition, or other provision which is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement) which is proffered by Customer in any order, terms and conditions of purchase, receipt, acceptance, confirmation, correspondence, or otherwise, unless R-Zero specifically agrees to such provision in a written instrument signed by R-Zero.

In consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Products and Orders.

1.1 Products. This Agreement governs Customer's purchase, access and use of the R-Zero products and services described in the Checkout form and subsequent order confirmation email (collectively, the "Products "), which includes:

a "Hardware," or the hardware components and the firmware embedded in the hardware (including, but not limited to, R-Zero's Arc, Vive, and Sensor product lines);

b. "Setup Package," which may include installation if applicable (the Addendum to this Exhibit A – Installation Addendum shall govern installation of the Products, when applicable);

c. "Subscription Package", which includes the assistance of R-Zero's Customer Success team, Products support and maintenance, Product Warranty, and R-Zero's proprietary software as a service platform, including dashboards, and any APIs that is made available for access and use, as such application may be hosted, branded and updated or modified by R-Zero from time to time (the "SaaS Services"). Subscription Package is offered for the Initial Term of this Agreement, and for each Renewal Term (defined below), for each additional year it is purchased. Before accessing or using the SaaS Services, Customer will register for an account with R-Zero. The R-Zero's End User License Agreement (the "EULA ") applies to the use of SaaS Services and it is hereby incorporated by this reference into the Agreement;

d. Marketing Materials," or Customer's access and use of marketing materials provided by R-Zero.

 

2. Delivery and Risk of Loss. With the exception of R-Zero's Vive product, which will be drop-shipped by R-Zero directly to a designated authorized electrical installation specialist ("Authorized Installer," defined in Addendum A), R-Zero will ship all other Hardware to Customer's U.S. facilities (the "Shipping Address ") or arrange for pickup of the Products by Customer or its designated carrier at R-Zero's or its designee's U.S. facilities (the "Pickup Address ") (either, if installation is required, the "Customer Site "). R-Zero both (a) fulfills its obligation to deliver the Hardware, (b) risk of loss to the Hardware and title to the Hardware will pass to Customer, and (c) delivery and acceptance of the Hardware will be deemed to have occurred on the earlier of: (i) the date R-Zero makes all the Hardware in the order confirmation available to Customer at the Shipping Address; and (ii) the date Customer or its designated carrier takes possession of all the Hardware in the order confirmation at the Pickup Address (such date, the "Delivery Date"). To avoid fulfillment delays, R-Zero reserves the right to make alternate shipping arrangements. The carrier will notify you when an undeliverable package is returned to R-Zero. Please contact R-Zero at 1-801-823-0341 or support@rzerosystems.com to plan for reshipment. Additional costs to reship the product may apply.

R-Zero makes every effort to ship your product according to the estimate provided on the Website at checkout. The estimated lead times are in business days (Monday through Friday, excluding federal holidays). Refer to your order confirmation or contact R-Zero for order status information.

R-Zero may restrict the number of items that you can purchase. R-Zero will post limitations on quantity on its website or will inform you of product purchase limits at the time it processes your order. R-Zero reserves the right to change quantities available for purchase at any time. R-Zero makes every effort to supply you with the Products you order. R-Zero may occasionally confirm an order but subsequently learn that it cannot supply the ordered products, either at all or in the quantities ordered. This situation may occur when R-Zero decides to stop manufacturing a Product or cannot source components for the Product(s) you ordered, or when there was a pricing error on the website when you ordered. In those circumstances, R-Zero will contact you to inform you and, if you are interested, may suggest alternative products that might meet your needs. If you do not wish to order alternative products, R-Zero will cancel your order for Products that it cannot supply, and for any other products that you no longer wish to order as a result, and will refund your purchase price for those Products. R-Zero is not responsible for any typographical errors, and reserves the right to cancel any order placed by you if there was a typographical error on its websites concerning the pricing or availability of any Product you ordered when you placed the order.

 

3. Prices and Payment Terms.

3.1 Price . The purchase price (the "Total Order Fees ") is set forth in the Checkout form and order confirmation email. The Subscription Package fees paid for each Renewal Term (the "Renewal Subscription Fees ") will be due and payable upon the beginning of each Renewal Term, as defined in Section 7.1 below, per Section 3.2 below. R-Zero may modify any applicable Renewal Subscription Fees at the conclusion of the Initial Term and each Renewal Term, at its sole discretion, by providing Customer with no less than forty-five (45) days prior written notice, and pricing increases will take effect in the immediately subsequent Renewal Term. The Total Order Fees and the Renewal Subscription Fees do not include property, sales, use, excise, import, export, value added or similar taxes, government permit fees, license fees, or customs, duty, tariff, and similar fees levied upon the provision of the Products provided under this Agreement (collectively, "Taxes"). Customer will be responsible for and will pay all Taxes, excluding only Taxes based solely on R-Zero's net income. In the event R-Zero is required to pay any Taxes (excluding Taxes based solely on R-Zero's net income), R-Zero may charge Customer for such Taxes and any cost associated with the collecting or withholding thereof, including penalties and interest.

R-Zero exercises its best efforts to enter the correct product price on its website. Unfortunately, from time-to-time, a product may be incorrectly priced. If the actual price of an item Customer orders is higher than stated, R-Zero will, at its sole option, either contact the Customer for instructions or will cancel the order and notify Customer of the cancellation. R-Zero reserves the right to change prices for products sold on its website at any time.

At the time the Customer places its order, the total order price will include the then-current price of the products plus any applicable sales tax and shipping charges. These charges will be reflected on the order confirmation that R-Zero emails to Customer. In accordance with applicable law, if the sales tax rate for the state to which Customer's order is shipped changes, the rate in effect at the time such order is shipped will be charged to the applicable Customer's credit card.

3.2 Payment Terms. For the Initial Term, Customer will pay the Total Order Fees upon the date of the order confirmation. Beginning on each Renewal Term, as defined below, R-Zero will charge Customer annually for the Renewal Subscription Fees payable during each applicable Renewal Term. Notwithstanding any terms to the contrary in this Agreement, R-Zero will not be obligated to issue any refunds for the Total Order Fees, or the Renewal Subscription Fees paid by Customer. All payments due under this Agreement will be made: (i) via the proposed secure payment method defined by R-Zero; and (ii) in U.S. Dollars. R-Zero will bill Customer's card via its preferred payment service processor in full upon submission of an order. Please read R-Zero's policies in the Terms and Conditions as they pertain to payments carefully before placing an order, including the Returns and Refunds Policy and Privacy Policy. R-Zero may apply any amounts paid by Customer to R-Zero against the Total Order Fees or the Renewal Subscription Fees, amounts, or obligations otherwise due by Customer under this Agreement. Customer will timely pay all undisputed Total Order Fees or Renewal Subscription Fees and will not setoff, counterclaim or otherwise withhold any Total Order Fees or Renewal Subscription Fees or other amounts owed to R-Zero under this Agreement on account of any obligation owed or purportedly owed by R-Zero to Customer.

3.3 Late Payment. Interest on any overdue payments will accrue at the rate of 1.5% per month, or the highest rate permitted by law, whichever is lower, from the date such amount is due until the date such amount is finally paid in full. In addition, if Customer fails to make any payment of undisputed Total Order Fees or Renewal Subscription Fees on the due date in accordance with the terms of this Agreement, R-Zero may, without limiting its other rights or remedies in this Agreement and without liability to Customer, suspend and disable Customer's use of the Subscription Package, until Customer makes such payment. If Customer's failure to make payment persists for thirty (30) days past the due date in accordance with the terms of this Agreement, R-Zero may, without any cure period, without limiting its other rights or remedies (including, without limitation, those in Section 7.3), and without liability to Customer, immediately terminate this Agreement due to Customer's breach on written notice to Customer.

 

4. Warranty, Remedies and Disclaimer .

4.1 Hardware Warranty. All R-Zero Products carry a limited warranty against defects in materials and workmanship. R-Zero's warranties are identical in length, scope of coverage, limitations, exclusions, and other terms, regardless of Product. This warranty is included with the purchase of the Subscription Package for the Initial Term, and with the purchase of the Subscription Package for each Renewal Term (defined below) (the "Warranty Period"). R-Zero warrants to the Customer that, for the Warranty Period, the Hardware will conform, in all material respects, to the Hardware portion of the Product specification commencing upon the Delivery Date. This warranty includes shipment of replacement bulbs when applicable. If Customer does not purchase the Subscription Package for the following Renewal Term, this warranty will expire with the Initial Term or then current Renewal Term. The foregoing warranty applies only to the intended recipient of the Hardware, is intended exclusively for the benefit of the end-user, and is void to the extent failure of the Hardware has resulted from any: (i) alteration, repair, or reworking of any Product by any party other than R- Zero or its Authorized Installers (defined in Addendum A) without R-Zero's written consent; (ii) improper storage, mishandling, abuse, or use of any Product not in accordance with Product specification after delivery; (iii) use of any Product in conjunction with defective equipment not supplied by R-Zero; (iv) damage by accident or by water, fire, explosion, power failure, or any act of nature not the fault of R-Zero after Delivery Date; (v) installation of the Hardware by any party other than an Authorized Installer; (vi) Material Modification (defined in Addendum A); or (vii) other unauthorized use of any Product.

By purchasing from R-Zero's online store/website, you acknowledge that you have had an opportunity to review these warranty terms, have done so to the degree you need to be familiar with them, and accept their terms and conditions, including the limitations, exclusions, and disclaimers in them. If you have any questions regarding R-Zero's warranties, please contact: 801-823-0314 or support@rzerosystems.com. Certain state laws do not allow limitations on implied warranties or the exclusion or limitation of certain damages. If these laws apply to you, some or all of the disclaimers, exclusions or limitations may not apply to you, and you might have additional rights.

4.2 Software-as-a-Service ("SaaS") Services Warranty. R-Zero will use commercially reasonable efforts to provide SaaS Services for the Warranty Period.

4.3 Warranty Remedies. If a Product does not meet the warranties described in Sections 4.1 and 4.2 above during Warranty Period, and subject to R-Zero's Returns and Refund Policy, as R-Zero's sole obligation and Customer's sole remedy with respect to such failure, R-Zero will use commercially reasonable efforts to repair or replace such Product. If R-Zero cannot, using commercially reasonable efforts, repair or replace a Product, R-Zero will, upon Customer's return of such Product to R-Zero, issue a refund of the actual price paid by Customer for such Product, subject to R-Zero's Returns and Refund Policy. Note: R-Zero does not accept returns unless the item(s) you purchased arrives damaged or is defective. R-Zero suggests that you use a carrier that offers shipment tracking for all returns and either insure your package for safe return to R-Zero or declare the full value of the shipment, so you are completely protected if the shipment is lost or damaged in transit. You will be responsible for any loss or damage to the product during shipping.

4.4 Disclaimer. THE FOREGOING IS THE ONLY OBLIGATION OF R-ZERO TO CUSTOMERS RELATING TO DEFECTIVE PRODUCTS AND IS IN LIEU OF ALL OTHER OBLIGATIONS OR WARRANTIES, EXPRESSED OR IMPLIED, ORAL OR WRITTEN, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTIONS 4.1 THROUGH 4.2, R-ZERO DISCLAIMS ANY AND ALL REPRESENTATIONS OR WARRANTIES (EXPRESS OR IMPLIED, ORAL OR WRITTEN) WITH RESPECT TO THIS AGREEMENT, WHETHER ALLEGED TO ARISE BY OPERATION OF LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, BY COURSE OF DEALING OR OTHERWISE, INCLUDING ANY AND ALL: (I) WARRANTIES OF MERCHANTABILITY; (II) WARRANTIES OF FITNESS OR SUITABILITY FOR ANY PURPOSE (WHETHER OR NOT R-ZERO KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED, OR IS OTHERWISE AWARE OF ANY SUCH PURPOSE); OR (III) WARRANTIES OF NONINFRINGEMENT OR CONDITION OF TITLE. THIS DISCLAIMER AND EXCLUSION WILL APPLY EVEN IF THE EXPRESS WARRANTY SET FORTH ABOVE FAILS OF ITS ESSENTIAL PURPOSE. NOTWITHSTANDING ANY TERMS TO THE CONTRARY IN THIS AGREEMENT, R-ZERO PROVIDES SUPPORT AND MAINTENANCE ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY REPRESENTATIONS, WARRANTIES, COVENANTS OR CONDITIONS OF ANY KIND. IN NO EVENT SHALL R-ZERO BE RESPONSIBLE FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, OR SPECIAL DAMAGES OF ANY KIND TO THE EXTENT PERMITTED BY LAW.

 

5. Indemnification. Either party will, at its sole expense, defend the other party from and against any and all third-party claims, suits, actions, demands, or proceedings (the "Claims "), and will indemnify the other party from any related damages, payments, deficiencies, fines, judgments, settlements, liabilities, losses, costs and expenses (including, but not limited to, reasonable legal fees, costs, penalties, interest and disbursements) (the "Losses "), to the extent such Claims or Losses result from the other party's: (i) negligence or greater culpable conduct; (ii) material breach(-es) of this Agreement; and/or (iii) violations of applicable law(s) or regulation(s). Customer will, at their sole expense, defend R- Zero from and against any and all Claims, and will indemnify R-Zero from any Losses resulting from Customer's failure to use any Product in accordance with the Product specification or other specifications related thereto or any accident, misuse, or unauthorized use of any Product.

 

6. Limitation of Liability. THE SOLE AND EXCLUSIVE REMEDY OF CUSTOMER AND THE SOLE AND EXCLUSIVE OBLIGATION OF R-ZERO FOR ANY BREACH OF CONTRACT CLAIM THAT R-ZERO PRODUCTS DELIVERED DO NOT OTHERWISE CONFORM TO THE ACCEPTED ORDER SHALL BE EITHER THE RETURN OF CONSIDERATION PAID BY CUSTOMER TO R-ZERO RELATED TO THE PRODUCT INVOLVED, OR UPON R-ZERO'S ELECTION, THE DELIVERY OF CONFORMING PRODUCTS TO CUSTOMER. WITH RESPECT TO R-ZERO'S NONCOMPLIANCE WITH ANY OTHER OBLIGATION OF R-ZERO HEREUNDER, THE SOLE AND EXCLUSIVE REMEDY OF CUSTOMER AND THE SOLE AND EXCLUSIVE OBLIGATION OF R-ZERO WILL BE AS R-ZERO IN ITS DISCRETION WILL DETERMINE AS FOLLOWS: (1) R-ZERO MAY ELECT TO CURE SUCH NONCOMPLIANCE WITHIN A REASONABLE PERIOD OF TIME, OR (2) IF R-ZERO FAILS TO CURE SUCH NONCOMPLIANCE, CUSTOMER MAY RECOVER AN EQUITABLE AMOUNT NOT TO EXCEED SUCH CHARGES AS WERE PREVIOUSLY PAID TO R-ZERO BY CUSTOMER RELATING TO THE BREACH. CUSTOMER WAIVES ALL OTHER REMEDIES, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, THE REMEDIES OF SPECIFIC PERFORMANCE AND REPLEVIN. ANY ACTION BROUGHT BY CUSTOMER IN CONNECTION WITH R-ZERO'S PERFORMANCE HEREUNDER MUST BE COMMENCED WITHIN SIX (6) MONTHS AFTER SUCH CAUSE OF ACTION ACCRUES OR IT WILL BE DEEMED WAIVED. TO THE EXTENT PERMITTED BY LAW, R-ZERO'S LIABILITY TO CUSTOMER, REGARDLESS OF WHETHER SUCH LIABILITY ARISES IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE, SHALL IN NO EVENT EXCEED AMOUNTS PAID BY CUSTOMER TO R-ZERO FOR THE PRODUCTS INVOLVED, AND CUSTOMER RELEASES R-ZERO FROM ALL CLAIMS AND LIABILITIES IN EXCESS OF THIS LIMITATION. IN NO EVENT SHALL R-ZERO BE RESPONSIBLE FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES OF ANY KIND. WITH THE EXCEPTION OF SECTIONS 4 AND 5 ABOVE, IN NO EVENT WILL EITHER PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE FEES PAID BY CUSTOMER TO R-ZERO DURING THE INITIAL TERM OR APPLICABLE RENEWAL TERM WITHIN WHICH THE DAMAGES AROSE. WITH THE EXCEPTION OF SECTIONS 4 AND 5 ABOVE, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY LOSS OF PROFITS, LOSS OF USE, LOSS OF REVENUE, LOSS OF GOODWILL, ANY INTERRUPTION OF BUSINESS, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OR IS OTHERWISE AWARE OF THE POSSIBILITY OF SUCH DAMAGES. MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMITATION. THIS SECTION WILL BE GIVEN FULL EFFECT EVEN IF ANY REMEDY SPECIFIED IN THIS AGREEMENT IS DEEMED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

 

7. Term, Termination and Effect of Termination.

7.1 Term. Unless terminated as provided in this Agreement, the term of this Agreement and the term of each order will commence on the date of the order confirmation, and continue until expiration or termination of either the Agreement or each order, respectively. The Initial Term begins on the date of the initial order confirmation, and continues through the end of the period identified in the order confirmation email as “Initial Term” (the “Initial Term”). The Subscription Package described in each applicable order will automatically renew for successive one-year terms (each, a “Renewal Term”), or unless and until a party provides the other party with written notice of its intent not to renew the order no less than thirty (30) days prior to the expiration of the Initial Term or then-current Renewal Term. If the parties have entered one or more orders, the non-renewal of one order will not affect the term of any other order, or this Agreement.

7.2 Termination. Either party may terminate this Agreement for cause: (i) if the other party breaches a material provision of this Agreement and does not remedy such failure within thirty (30) days after its receipt of written notice of such breach (subject to Section 3.3); or (ii) if the other party terminates its business activities or becomes bankrupt or insolvent, admits in writing to its inability to pay its debts as they mature, makes an assignment for the benefit of creditors or becomes subject to direct control of a trustee, receiver or similar authority. Further, if the Customer uses the Products in a manner which breaches Section 1.3 of the EULA, R-Zero may immediately terminate this Agreement without notice to the Customer.

7.3 Effect of Termination; Survival. Upon termination or expiration of this Agreement: (i) all rights and licenses granted to Customer under this Agreement will immediately terminate; (ii) Customer will immediately pay to R-Zero all amounts due and payable up to the effective date of expiration or termination of this Agreement (provided, that if this Agreement is terminated (a) by Customer before expiration of the Initial Term or Renewal Term for reasons other than R-Zero's breach pursuant to Section 7.2 or (b) by R-Zero due to Customer's breach as set forth in Section 7.2(i), Customer will immediately pay to R-Zero all amounts that may or would have been due and payable during the then-effective Initial Term or Renewal Term up to and after the effective date of expiration or termination of this Agreement); and (iii) Customer will promptly return to R-Zero any and all confidential information (if applicable), Specification, and Marketing Materials then in its possession or destroy all copies of any confidential information, Specification, and Marketing Materials, at R-Zero's sole discretion and direction. Customer will immediately confirm, in writing, that it has complied with Section 7.3(iii) at R-Zero's request. Notwithstanding any terms to the contrary in this Agreement, the terms and conditions of the EULA and the following Sections will survive any expiration or termination of this Agreement: 1; 3; 4.4; 5; 6; 7.3 and 8.

 

8. General Provisions.

8.1 Supplier/Retailer-Customer Relationship. Neither party will, for any purpose, be deemed an agent, franchisor, franchise, employee, representative, owner, or partner of the other party, and the relationship between the parties is that of a supplier/retailer and customer. Neither party will have any right or authority to assume or create obligations or to make any representations or warranties on behalf of any other party, whether express or implied, or to bind the other party in any respect whatsoever.

8.2 Assignment. Neither this Agreement nor any right or duty under this Agreement may be transferred, assigned, or delegated by Customer, by operation of law or otherwise, without the prior written consent of R-Zero, and any attempted transfer, assignment or delegation without such consent will be null, void, and without effect. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the parties and their respective representatives, heirs, administrators, successors and permitted assigns.

8.3 Force Majeure. R-Zero will not be responsible for failure to perform or delay attributable in whole or in part to any cause beyond its reasonable control, including but not limited to acts of God (fire, storm, floods, earthquakes, etc.), civil disturbances, disruption of telecommunications, disruption of power or other essential services, interruption or termination of service by any service providers being used by R-Zero to link its servers to the Internet, labor disturbances, vandalism, cable cut, computer viruses or other similar occurrences, or any malicious or unlawful acts of any third party. R-Zero shall be under no liability for any failure to perform any of its obligations under these Terms, or any contract if and to the extent that the failure is caused by reason of any cause outside the control of R-Zero. Delivery suspended or not made by reason of force majeure shall be canceled without liability, but the Terms shall otherwise remain unaffected. R-Zero may allocate its available supply of R-Zero Products or materials among itself and its customers in its sole discretion and without liability to any Customer.

8.4 Dispute Resolution; Binding Arbitration. - Please read the following section carefully because it requires you to arbitrate certain disputes and claims with R-Zero and limits the manner in which you can seek relief from us, unless you opt out of arbitration by following the instructions set forth below. No class or representative actions or arbitrations are allowed under this arbitration agreement. In addition, arbitration precludes you from suing in court or having a jury trial.

No Representative Actions. You and R-Zero agree that any dispute arising out of or related to this Agreement is personal to you and R-Zero and that any dispute will be resolved solely through individual action, and will not be brought as a class arbitration, class action or any other type of representative proceeding.

Arbitration of Disputes. Except for small claims disputes in which you or R-Zero seeks to bring an individual action in small claims court located in the county of your billing address or disputes in which you or R-Zero seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, you and R-Zero waive your rights to a jury trial and to have any dispute arising out of or related this Agreement resolved in court . Instead, for any dispute or claim that you have against R-Zero or relating in any way to this Agreement, you agree to first contact R-Zero and attempt to resolve the claim informally by sending a written notice of your claim ("Notice") to R-Zero by email at: support@rzerosystems.com or by certified mail addressed to R-Zero Systems, Inc., 595 Pacific Ave. Floor 4, San Francisco, CA 94133. The Notice must (a) include your name, residence address, email address, and telephone number; (b) describe the nature and basis of the claim; and (c) set forth the specific relief sought. Our notice to you will be similar in form to that described above. If you and R-Zero cannot reach an agreement to resolve the claim within thirty (30) days after such Notice is received by R-Zero, then prior to binding arbitration relating to this Agreement, the parties must participate in good faith mediation in Delaware. If no agreement is reached, then within thirty (30) days of the mediation end date, either party may submit the dispute to binding arbitration administered by JAMS or, under the limited circumstances set forth above, in court.

All disputes submitted to JAMS will be resolved through confidential, binding arbitration before one arbitrator. Arbitration proceedings will be held in Kings County, New York in accordance with the JAMS Streamlined Arbitration Rules and Procedures ("JAMS Rules"). The most recent version of the JAMS Rules is available on the JAMS website, and are hereby incorporated by reference. You either acknowledge and agree that you have read and understand the JAMS Rules or waive your opportunity to read the JAMS Rules and waive any claim that the JAMS Rules are unfair or should not apply for any reason.

You and R-Zero agree that this Agreement affects interstate commerce, and that the enforceability of this Section will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the "FAA"), to the maximum extent permitted by applicable law. As limited by the FAA, this Agreement and the JAMS Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any dispute and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual's claims, preside over any type of class or representative proceeding, or preside over any proceeding involving more than one individual.

The arbitrator, R-Zero, and you will maintain the confidentiality of any arbitration proceedings, judgments, and awards, including, but not limited to, all information gathered, prepared, and presented for purposes of the arbitration or related to the dispute(s) therein. The arbitrator will have the authority to make appropriate rulings to safeguard confidentiality unless the law provides to the contrary. The duty of confidentiality does not apply to the extent that disclosure is necessary to prepare for or conduct the arbitration hearing on the merits, in connection with a court application for a preliminary remedy or in connection with a judicial challenge to an arbitration award or its enforcement, or to the extent that disclosure is otherwise required by law or judicial decision.

You and R-Zero agree that for any arbitration you initiate, you will pay the filing fee and R-Zero will pay the remaining JAMS fees and costs. For any arbitration initiated by R-Zero, R-Zero will pay all JAMS fees and costs. You and R-Zero agree that the state or federal courts of the State of Delaware have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.

Any claim arising out of or related to this Agreement must be filed within one (1) year after such claim arose; otherwise, the claim is permanently barred, which means that you and R-Zero will not have the right to assert the claim. You have the right to opt out of binding arbitration within 30 days of the date you first accepted the terms of this Section by sending an email with your request to: legal@rzerosystems.com. In order to be effective, the opt-out notice must include your full name and address and clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you agree to resolve disputes in accordance with Section 8.4.

If any portion of this Section is found to be unenforceable or unlawful for any reason, (a) the unenforceable or unlawful provision shall be severed from this Agreement; (b) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of this Section, or the parties' ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section; and (c) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this Section is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section will be enforceable.

8.5 Governing Law and Venue. This Agreement will be governed by and construed in accordance with the laws of the State of Delaware applicable to agreements made and to be entirely performed within the State of Delaware, without resort to its conflict of law provisions. Subject to the mandatory arbitration provision in Section 8.4, the state or federal court in Delaware will be the only jurisdiction in which any suits should be filed if they relate to this Agreement. Customer hereby expressly consents to the exclusive jurisdiction of the Delaware courts to settle any non-arbitrable disputes arising from these terms or the sale of the Product(s) to Customer, but only if the mandatory arbitration provision in Section 8.4 does not apply. Prior to the filing or initiation of any action or proceeding relating to this Agreement, the parties must participate in good faith mediation in Delaware. If a party initiates any proceeding regarding this Agreement, the prevailing party to such proceeding is entitled to reasonable attorneys' fees and costs for claims arising out of this Agreement.

8.6 Amendments and Waivers. No modification, addition, deletion, or waiver of any rights under this Agreement will be binding on a party unless made in a non-preprinted agreement clearly understood by the parties to be a modification or waiver and signed by a duly authorized representative of each party. No failure or delay (in whole or in part) on the part of a party to exercise any right or remedy hereunder will operate as a waiver thereof or affect any other right or remedy. All rights and remedies hereunder are cumulative and are not exclusive of any other rights or remedies provided hereunder or by law. The waiver of one breach or default or any delay in exercising any rights will not constitute a waiver of any subsequent breach or default.

8.7 Notices. Any notice or communication required or permitted to be given hereunder must be in writing, signed or authorized by the party giving notice and may be delivered by hand, deposited with an overnight courier, sent by confirmed email or confirmed facsimile, or mailed by registered or certified mail (return receipt requested, postage prepaid), in each case to the address of the receiving party as identified in the order or at such other address as may hereafter be furnished in writing by either party to the other party. Such notice will be deemed to have been given as of the date it is delivered.

8.8 Severability. If any provision of this Agreement is invalid, illegal, or incapable of being enforced by any rule of law or public policy, all other provisions of this Agreement will nonetheless remain in full force and effect so long as the economic and legal substance of the transactions contemplated by this Agreement is not affected in any manner adverse to any party. Upon such determination that any provision is invalid, illegal, or incapable of being enforced, the parties will negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled.

8.9 Compliance with Laws. Customer warrants that it will comply at all times with all laws (including customs, import and export laws), ordinances, rules, requirements and regulations applicable to the R-Zero Products and when requested, shall furnish evidence to R-Zero of such compliance, including without limitation applicable U.S. laws and regulations relating to exports, export controls, and foreign corrupt practices. Customer acknowledges and agrees that R-Zero Products may be subject to trade control laws, including the export control and economic sanctions laws of the United States, Canada, the European Union, and/or other jurisdictions, which may restrict the export of products from the United States and their re-export from other countries. Customer will comply with all applicable laws and regulations in the performance of this Agreement and in the import, export, re-export, shipment, transfer, sale, use, operation, maintenance, or repair of R-Zero Products and any related technology and services. Customer hereby specifically acknowledges and confirms that it will not distribute or otherwise transfer R-Zero Products or engage in the provision of technical support or other services, directly or indirectly through third parties or otherwise, to jurisdictions that may now or in the future be subject to U.S. territorial sanctions, including Cuba, Iran, North Korea, Sudan, Syria, or the Crimea region of the Ukraine. Despite anything to the contrary in the present Agreement, R-Zero shall not be required to act in any way that is prohibited by applicable trade control laws. It shall be in the sole discretion of R-Zero to refrain from being directly or indirectly involved in the provision of R-Zero Products, goods, services and/or technology that may be prohibited by applicable trade control laws. Customer represents and warrants that neither Customer, nor any parent, subsidiary, affiliate, or associated company of Customer, is included on any of the restricted party lists maintained by the U.S. Government, including the Specially Designated Nationals List and Foreign Sanctions Evaders List administered by the US Department of Treasury's Office of Foreign Assets Control; Denied Parties List, Unverified List or Entity List maintained by the US Department of Commerce's Bureau of Industry and Security; or the List of Statutorily Debarred Parties maintained by the US Department of State's Directorate of Defense Trade Controls (collectively, "Restricted Party Lists"); and is not owned or controlled by any Restricted Party. Customer shall immediately notify R-Zero if Customer, any parent, subsidiary, affiliate, or associated company of Customer becomes listed on any Restricted Party List or owned or controlled by Restricted Parties. Customer hereby acknowledges and confirms that, unless specifically authorized in this Agreement and under applicable trade control laws, it will not sell, export, reexport, transfer or re-transfer any R-Zero Products or any related technology or services that are sold or otherwise provided hereunder (including samples), directly or indirectly through third parties or otherwise, to any company or individual on the Restricted Party List.

8.10 Entire Agreement. This Agreement, the order, other order(s) under this Agreement, the EULA, the Addendum to Exhibit A – Installation Addendum, the Website Terms of Service, and all other exhibits and addenda to this Agreement, all of which are incorporated herein by reference, sets forth the entire agreement and understanding of the parties relating to the subject matter hereof and supersedes all prior or contemporaneous agreements, proposals, Customer's onboarding terms and conditions, negotiations, conversations, discussions and understandings, written or oral, with respect to such subject matter and all past dealing or industry customs. No modification of this Agreement shall be effective unless made in writing and executed by R-Zero.

The parties entered this Agreement as of the date of the Customer's initial order confirmation.

 

Addendum to Exhibit A (Product Purchase Agreement) – Installation Addendum

This Installation Addendum (the "Addendum") governs the purchase of any installed Product. Capitalized terms utilized but not defined in this Addendum are defined in the Agreement to which this Addendum is an attachment.

1. Site Survey. If the Hardware purchased through an order requires installation, including but not limited to R-Zero's Vive product (for which professional installation by a licensed and certified electrician is essential), R-Zero will cause the Hardware to be installed by one of its authorized installation partners (the "Authorized Installer ") at the Customer Site, and may drop-ship such Hardware directly to such Authorized Installer's site. After the date of order confirmation, but prior to installation of any Hardware by an Authorized Installer, R-Zero or its designee will request additional basic information about Customer's business as well as a floor plan (instructions to be made available via confirmation email prior to order shipping), and conduct an inspection of Customer Site at which the Hardware will be installed (a "Site Survey "). The parties will agree on the date and time for the Site Survey and Customer will make Customer Site fully available to R-Zero or its designee, including an Authorized Installer, to perform the Site Survey. Customer covenants that: (i) R-Zero may capture digital imagery of and related to Customer Site as part of the Site Survey; (ii) Customer will either grant R-Zero (or an Authorized Installer) or cause R-Zero (or an Authorized Installer) to be granted all necessary licenses, permissions and consents to capture digital imagery of and related to Customer Site; and (iii) the Site Survey is for R-Zero's informational purposes only and that R-Zero will have no liability or responsibility for any failures of the Hardware to comply with the warranty described in the Agreement, to the extent such failure is attributable to any material modification to Customer Site by a party other than R-Zero or its designee after the Site Survey (a "Material Modification ").

2. Pricing. Installation and labor pricing as presented in a proposal or quote will be included in the order under the Setup Package. Installation and labor pricing are based on a fully managed turn-key installation.

3. Disclaimer. If after the Site Survey, Customer Site undergoes any Material Modification, the installation pricing as presented in the original order may be impacted, in which case Customer agrees to execute a change order so that the pricing can accurately capture any Material Modification. Material Modification includes, but it is not limited to, (a) Customer preference of Products' location, (b) Customer Site not being available timely and / or regularly; (c) Customer Site being old and / or having special conditions in relation to electrical and / or material characteristics; (d) not communicated building upgrades (e.g. requiring more than a 20 feet cable to reach an existing circuit, insufficient panel capacity, etc.) or building drawing upgrades; (e) Customer requests to patch and / or paint installation wall and / or ceiling; (f) any Customer requests that increases materials during installation duration; (g) any Customer request related to particularities of the Customer Site (e.g. having to remove art work from the walls); (h) unscheduled requests to switch Customer Site access and shifts; (i) inaccurate floor plan provided; (j) not accounted for State taxes, and / or Union (when applicable) rates; and (k) indoor utilities location (A/C exit, ceiling fan, basketball hoop, etc.)

4. Termination due to Material Modification. In case of Material Modification and, if the Customer refuses to agree to the change order referenced in Section 3 above, as presented by R-Zero, regardless of any other provisions to the contrary, agreed to by the parties either verbally, or in a document other than the Order, the Agreement or this Addendum, R-Zero may, by giving ten (10) days' notice in advance to the Customer, terminate the Order. In case of termination due to Material Modification, R-Zero will: (i) refund the Customer for Products already paid for and not yet shipped; (ii) accept shipped Products back, deducting shipping costs from any refunds owed to Customer for the returned Products; and/or (iii) not reimburse for installation or labor costs R-Zero already incurred in prior to the discovery of the Material Modification.

5. Installation by Customer. If installation of the Hardware is not selected on an order, but the Product(s) requires installation, Customer will install the Hardware, with the exception of R-Zero's Vive product. In other words, Vive products must only be installed by an Authorized Installer. By installing the Hardware, the Customer agrees and accepts that, at R-Zero's request, it will sign a liability release and inspection consent form, which grants R-Zero the right to inspect the completion of the installation of the Hardware upon reasonable notice from R-Zero. Notwithstanding any terms to the contrary in this Agreement, R-Zero will have no liability or responsibility for (i) any failures of the Hardware to comply with the warranty described in the Agreement, to the extent such failure is attributable to the Customer's failure to properly install the Hardware or (ii) any acts or omissions of the Customer in relation to the installation of the Hardware by the Customer.

 

II. Website Terms of Service

These Website Terms of Service ("Web Terms") set out your rights and obligations with respect to your use of R-Zero's website ("Site" or "Website") and any purchases made on the Site, including important limitations and exclusions. This R-Zero Website, including any subsite accessible through the homepage, is published and maintained by R-Zero Systems, Inc., and its affiliates and/or subsidiaries ("R-Zero"). If you visit or purchase products or services from this Site, you accept these Web Terms without limitation or qualification, and agree they apply to any order made on this Site. Please note that when you enter any subsite accessible through this homepage or the shopping page, such subsite may have its own terms and conditions of use which are specific to it.

As mentioned earlier in the preamble to both these Web Terms and the Product Purchase Agreement, R-Zero may add to, change, or remove any part of these Web Terms at any time, without notice. Any changes to these Web Terms or any terms posted on this Site apply immediately upon posting. By continuing to use this Site after any changes are posted, you are indicating your acceptance of those changes. R-Zero may add, change, discontinue, remove, or suspend any other content, products or services posted on this Site, including features and specifications of products described or depicted on the Site, temporarily or permanently, at any time, without notice and without liability.

1. Privacy

For information about how we collect, use, share or otherwise process information about you, please see our Privacy Policy:rzero.com/privacy-policy/ . This policy also governs your visit to and purchases on this R-Zero Website.

2. Eligibility

You must be at least 18 years of age to use the Site. If you are under 18 years of age (or the age of legal majority where you live), you may use the Site only under the supervision of a parent or legal guardian who agrees to be bound by these Web Terms. If you use the Site on behalf of another person or entity, (a) all references to "you" throughout these Web Terms will include that person or entity, (b) you represent that you are authorized to accept these Web Terms on that person's or entity's behalf, and (c) in the event you or the person or entity violates these Web Terms, the person or entity agrees to be responsible to us.

This R-Zero Website sells and ships products only within the United States, and are intended for use only within the U.S. No shipments can be made to United States PO Box addresses, APO or FPO addresses, or addresses outside the United States. All products purchased at this Website are for domestic use only and may not be exported from the United States.

3. User Accounts and Account Security

This R-Zero website requires that you supply an e-mail address to place an order. R-Zero will send you confirmation of your order via email ("order confirmation"). You may also need to register for an account to access some or all of the Site. If you register for an account, you must provide accurate account information and promptly update this information if it changes. You also must maintain the security of your account and promptly notify us if you discover or suspect that someone has accessed your account without your permission. If you permit others to use your account credentials, you are responsible for the activities of such users that occur in connection with your account. We reserve the right to reclaim usernames, including on behalf of businesses or individuals that hold legal claim, including trademark rights, in those usernames.

4. Right to Use the Site; User Content

This Site is only for your personal use. You may not publish, reproduce, distribute, exchange, modify, sell, or transmit anything you copy from this Site, including any text, images, audio, and video, for any business, commercial, or public purpose. As long as you comply with these Web Terms, R-Zero grants you a non-exclusive, non-transferable, limited right to enter, display, and use this Site. You agree not to interrupt or attempt to interrupt the operation of this site in any way. The Site may allow you and other users to create, post, store and share content, which may include messages, text, photos, videos, music, and other works of authorship, and other materials (collectively, "User Content"). Except for the license you grant below, you retain all rights in and to your User Content, as between you and R-Zero.

You grant R-Zero a perpetual, irrevocable, nonexclusive, royalty-free, worldwide, fully paid, transferable, and sublicensable license to use, reproduce, access, use, store, distribute, modify, adapt, publish, translate, create derivative works from, distribute, publicly perform and display your User Content and any name, username or likeness provided in connection with your User Content in all media formats and channels now known or later developed without compensation or attribution to you. Depending on your account settings, when you post or otherwise share User Content on or through the Site, you understand that your User Content and any associated information (such as your username or profile photo) may be visible to others.

You may not create, post, store or share any User Content that violates these Web Terms or for which you do not have all the rights necessary to grant us the license described above. You represent and warrant that your User Content, and our use of such content as permitted by these Web Terms, will not violate any rights of or cause injury to any person or entity. Although we have no obligation to screen, edit or monitor User Content, we may delete or remove User Content at any time and for any reason with or without notice.

5. Prohibited Conduct and Content

You will not violate any applicable law, contract, intellectual property right or other third-party right or commit a tort, and you are solely responsible for your conduct while using the Site. You will not:

• Engage in any harassing, threatening, intimidating, predatory or stalking conduct;
• Use or attempt to use another user's account without authorization from that user and R-Zero;
• Impersonate or post on behalf or any person or entity or otherwise misrepresent your affiliation with a person or entity;
• Sell, resell, or commercially use the Site;
• Copy, reproduce, distribute, publicly perform, or publicly display all or portions of the Site, except as expressly permitted by us or our licensors;
• Modify the Site, remove any proprietary rights notices or markings, or otherwise make any derivative works based upon the Site;
• Use the Site other than for their intended purpose and in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying the Site or that could damage, disable, overburden, or impair the functioning of the Site in any manner;
• Reverse engineer any aspect of the Site or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any part of the Site;
• Attempt to circumvent any content-filtering techniques we employ or attempt to access any feature or area of the Site that you are not authorized to access;
• Use any data mining, robots or similar data gathering or extraction methods designed to scrape or extract data from the Site;
• Develop or use any applications that interact with the Site without our prior written consent;
• Send, distribute, or post spam, unsolicited or bulk commercial electronic communications, chain letters, or pyramid schemes;
• Bypass or ignore instructions contained in our robots.txt file; or
• Use the Site for any illegal or unauthorized purpose, or engage in, encourage, or promote any activity that violates these Web Terms.

You may also post or otherwise share only User Content that is nonconfidential and that you have all necessary rights to disclose. You may not create, post, store or share any User Content that:

• Is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, or fraudulent;
• Would constitute, encourage, or provide instructions for a criminal offense, violate the rights of any party, or otherwise create liability or violate any local, state, national or international law;
• May infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party;
• Contains or depicts any statements, remarks, or claims that do not reflect your honest views and experiences;
• Impersonates, or misrepresents your affiliation with, any person or entity;
• Contains any unsolicited promotions, political campaigning, advertising, or solicitations;
• Contains any private or personal information of a third party without such third party's consent;
• Contains any viruses, corrupted data or other harmful, disruptive, or destructive files or content; or
• In our sole judgment, is objectionable, restricts or inhibits any other person from using or enjoying the Site, or may expose R-Zero or others to any harm or liability of any type.

Enforcement of this Section 5 is solely at R-Zero's discretion, and failure to enforce this section in some instances does not constitute a waiver of our right to enforce it in other instances. In addition, Section 5 does not create any private right of action on the part of any third party or any reasonable expectation that the Site will not contain any content that is prohibited by such rules.

6. Ownership; Limited License

The Site, including the text, graphics, audio, images, software, photographs, videos, illustrations, and other content contained therein ("Content"), are owned by R-Zero or our licensors, and are protected under both United States and foreign laws, including U.S. Copyright law, international conventions, and other copyright laws. Except as explicitly stated in these Web Terms, all rights in and to the Site are reserved by us or our licensors, and you cannot use the Content except as specified herein. Subject to your compliance with these Web Terms, you are hereby granted a limited, nonexclusive, nontransferable, non-sublicensable, revocable license to access and use the Site for your own personal, noncommercial use. Any use of the Site other than as specifically authorized herein, without our prior written permission, is prohibited, will terminate the license granted herein and violate our intellectual property rights.

7. Trademarks

R-Zero and our trademarks, logos, our product or service names, our slogans and the look and feel of the Site are trademarks of R-Zero and may not be copied, imitated, or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned on the Site are the property of their respective owners. Reference to any products, services, processes or other information by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship, or recommendation by us. You agree to follow all instructions on this Site limiting the way you may use the Content. There are a number of proprietary logos, service marks, and trademarks found on this Site. R-Zero is not granting you any license to utilize these proprietary logos, service marks, or trademarks by making them available on this site. Any unauthorized use of the Content may violate copyright laws, trademark laws, the laws of privacy and publicity, and civil and criminal statutes. You may download one copy only of the Content for your personal use at home only unless the subsite you are accessing states that you may not. If you download any Content from this Site, you may not remove any copyright or trademark notices or other notices that go with it.

8. Feedback

You may voluntarily send, post, submit or otherwise communicate to us any questions, comments, data, suggestions, communications, materials, ideas, original or creative materials, or other information about R-Zero or the Site, via electronic mail or otherwise (collectively, "Feedback"). You understand and agree that we may use such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you, including, without limitation, to develop, copy, publish, create derivative works, or improve the Feedback in R-Zero's sole discretion. You understand that R-Zero may treat Feedback as nonconfidential and nonproprietary. Thus, you may give up any claim that any use of such Feedback violates any of your rights including moral rights, privacy rights, or property rights, publicity rights, rights to credit for material or ideas, or any other right, including the right to approve how R-Zero uses the material. Any Feedback submitted to this Site may be adapted, broadcast, changed, copied, disclosed, licensed, performed, posted, published, sold, transmitted, or used by R-Zero anywhere in the world, in any medium, forever. Furthermore, R-Zero is free to use, without any compensation to you, any concepts, ideas, know-how, or techniques contained in any communication you send to the site for any purpose whatsoever, including developing, manufacturing, and marketing products using such information. You agree and understand that R-Zero is not obligated to use any such ideas or materials, and you have no rights to compel such use.

Further, internet transmissions are never completely private or secure. You understand that any message or information you send to this Site may be read or intercepted by others, unless there is a special notice that a particular message (for example, credit card information) is encrypted (sent in code). Sending a message to R-Zero does not cause R-Zero to have any special responsibility to you.

9. Third-Party Content

We may provide information about third-party products, services, activities, or events, or we may allow third parties to make their content and information available on or through the Site (collectively, "Third-Party Content"). We provide Third-Party Content as a service to those interested in such content. Your dealings or correspondence with third parties and your use of or interaction with any Third-Party Content are solely between you and the third party. R-Zero does not control or endorse, and makes no representations or warranties regarding, any Third-Party Content, and your access to and use of such Third-Party Content is at your own risk. This Site may also contain links to other Internet sites on the World Wide Web. R-Zero provides such links for your convenience only, and is not responsible for the content of any website linked to or from this site. Links from this site to any other website do not mean that R-Zero approves of, endorses, or recommends that website. R-Zero disclaims all warranties, express or implied, as to the accuracy, legality, reliability, or validity of any content on any other website.

10. Indemnification

To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless R-Zero and our officers, directors, affiliates, shareholders, agents, partners, contractors, vendors, information providers, licensors and licensees, and employees (individually and collectively, the "R-Zero Parties") from and against any incurred losses, liabilities, claims, demands, damages, expenses or costs (including attorney's fees and costs) arising out of or related to (a) your access to or use of the Site; (b) your User Content or Feedback; (c) your violation of these Web Terms; (d) your violation, misappropriation or infringement of any rights of another (including intellectual property rights or privacy rights); or (e) your conduct in connection with the Site ("Website-based Claims"). You agree to reasonably cooperate with the R-Zero Parties in defending such Website-based Claims and pay all fees, costs and expenses associated with defending such Website-based Claims (including, but not limited to, attorneys' fees). You also agree that the R-Zero Parties will reserve the right to exclusively control the defense and settlement, at R-Zero's sole option, of any third-party Website-based Claims subject to indemnification by you, and you shall not in any event settle any matter without the written consent of R-Zero. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and R-Zero or the other R-Zero Parties.

11. Disclaimers

YOUR USE OF THE SITE IS AT YOUR SOLE RISK. EXCEPT AS OTHERWISE PROVIDED IN A WRITING BY US, THE SITE AND ANY CONTENT THEREIN ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT REPRESENTATIONS, WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, AND NON-INFRINGEMENT. IN ADDITION, R-ZERO DOES NOT REPRESENT OR WARRANT THAT THE SITE IS ACCURATE, COMPLETE, RELIABLE, CURRENT, OR VIRUS- AND ERROR-FREE. WHILE R-ZERO ATTEMPTS TO MAKE YOUR USE OF THE SITE AND ANY CONTENT THEREIN SAFE, WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT THE SITE OR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ASSUME THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SITE.

12. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, R-ZERO AND THE R-ZERO PARTIES WILL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY — WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, WARRANTY, OR OTHERWISE — FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES OR LOST PROFITS (EVEN IF R-ZERO OR THE R-ZERO PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RELATED TO (A) THE USE OF, (B) THE INABILITY TO USE, OR (C) ERRORS OR OMISSIONS IN THE CONTENTS AND FUNCTIONS OF, THIS SITE, EVEN IF R-ZERO OR ONE OF ITS AUTHORIZED REPRESENTATIVES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THE TOTAL, AGGREGATE LIABILITY OF R-ZERO AND THE OTHER R-ZERO PARTIES FOR ALL DAMAGES, LOSSES, CAUSES OF ACTION, OR ANY WEBSITE-BASED CLAIM ARISING OUT OF OR RELATING TO THESE WEB TERMS OR THE SITE, REGARDLESS OF THE FORM OF THE ACTION, IS LIMITED TO $100.

THE LIMITATIONS SET FORTH IN THIS SECTION 12 WILL NOT LIMIT OR EXCLUDE LIABILITY FOR ANY OTHER MATTERS IN WHICH LIABILITY CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. ADDITIONALLY, SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.

13. Release

To the fullest extent permitted by applicable law, you release R-Zero and the other R-Zero Parties from responsibility, liability, claims, demands and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between users of the Site and the acts or omissions of third parties.

If you are a consumer who resides in California, you hereby waive your rights under California Civil Code § 1542, which provides: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party."

14. Transfer and Processing Data

For us to provide the Site, you agree that we may process, transfer and store information about you in the United States and other countries, where you may not have the same rights and protections as you do under local law. Please see R-Zero's Privacy Policy for more details, the terms of which are incorporated by reference herein.

15. Dispute Resolution; Binding Arbitration

Please read the following section carefully because it requires you to arbitrate certain disputes and claims with R-Zero, and limits the way you can seek relief from us, unless you opt out of arbitration by following the instructions set forth below. No class or representative actions or arbitrations are allowed under this arbitration agreement. In addition, arbitration precludes you from suing in court or having a jury trial.

No Representative Actions. You and R-Zero agree that any dispute arising out of or related to these Web Terms or the Site is personal to you and R-Zero and that any dispute will be resolved solely through individual action, and will not be brought as a class arbitration, class action or any other type of representative proceeding.

Arbitration of Disputes. Except for small claims disputes in which you or R-Zero seeks to bring an individual action in small claims court located in the county of your billing address or disputes in which you or R-Zero seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, you and R-Zero waive your rights to a jury trial and to have any dispute arising out of or related to these Web Terms or the Site resolved in court . Instead, for any dispute or claim that you have against R-Zero or relating in any way to the Site, you agree to first contact R-Zero and attempt to resolve the claim informally by sending a written notice of your claim ("Notice") to R-Zero by email at support@rzerosystems.com or by certified mail addressed to R-Zero Systems, Inc., 595 Pacific Ave. Floor 4, San Francisco, CA 94133. The Notice must (a) include your name, residence address, email address, and telephone number; (b) describe the nature and basis of the claim; and (c) set forth the specific relief sought. Our notice to you will be similar in form to that described above. If you and R-Zero cannot reach an agreement to resolve the claim within thirty (30) days after such Notice is received by R-Zero, then either party may submit the dispute to binding arbitration administered by JAMS or, under the limited circumstances set forth above, in court. All disputes submitted to JAMS will be resolved through confidential, binding arbitration before one arbitrator. Arbitration proceedings will be held in Kings County, New York in accordance with the JAMS Streamlined Arbitration Rules and Procedures ("JAMS Rules"). The most recent version of the JAMS Rules are available on the JAMS website and are hereby incorporated by reference. You either acknowledge and agree that you have read and understand the JAMS Rules or waive your opportunity to read the JAMS Rules and waive any claim that the JAMS Rules are unfair or should not apply for any reason.

You and R-Zero agree that these Web Terms affect interstate commerce, and that the enforceability of this Section 15 will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the "FAA"), to the maximum extent permitted by applicable law. As limited by the FAA, these Web Terms and the JAMS Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any dispute and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability. The arbitrator may only conduct individual arbitration and may not consolidate more than one individual's claims, preside over any type of class or representative proceeding, or preside over any proceeding involving more than one individual.

The arbitrator, R-Zero, and you will maintain the confidentiality of any arbitration proceedings, judgments, and awards, including, but not limited to, all information gathered, prepared, and presented for purposes of the arbitration or related to the dispute(s) therein. The arbitrator will have the authority to make appropriate rulings to safeguard confidentiality unless the law provides to the contrary. The duty of confidentiality does not apply to the extent that disclosure is necessary to prepare for or conduct the arbitration hearing on the merits, in connection with a court application for a preliminary remedy or in connection with a judicial challenge to an arbitration award or its enforcement, or to the extent that disclosure is otherwise required by law or judicial decision.

You and R-Zero agree that for any arbitration you initiate, you will pay the filing fee and R-Zero will pay the remaining JAMS fees and costs. For any arbitration initiated by R-Zero, R-Zero will pay all JAMS fees and costs. You and R-Zero agree that the state or federal courts of the State of California and the United States sitting in San Francisco, California have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.

Any claim arising out of or related to these Web Terms or the Site must be filed within one (1) year after such claim arose; otherwise, the claim is permanently barred, which means that you and R-Zero will not have the right to assert the claim.

You have the right to opt out of binding arbitration within 30 days of the date you first accepted the terms of this Section 15 by sending an email with your request to legal@rzerosystems.com. To be effective, the opt-out notice must include your full name and address and clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you agree to resolve disputes according to Section 16.

If any portion of this Section 15 is found to be unenforceable or unlawful for any reason, (a) the unenforceable or unlawful provision shall be severed from these Web Terms; (b) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of this Section 15 or the parties' ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section 15; and (c) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this Section 15 is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section 15 will be enforceable.

16. Governing Law and Venue

To the extent permitted by law, per the Product Purchase Agreement, all Product sales on the Site and Product-related issues are governed by Delaware law, without giving effect to its conflict of law provisions. No R-Zero employee or agent has the authority to waive or modify any of the Site policies or the terms and conditions governing any sale. Any dispute arising from these Web Terms and your use of the Site will however be governed by and construed and enforced in accordance with the laws of the State of California, except to the extent preempted by U.S. federal law, without regard to conflict of law rules or principles (whether of the State of California or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any dispute between the parties that is not subject to arbitration or cannot be heard in small claims court will be resolved in the state or federal courts of the State of California and the United States, respectively, sitting in San Francisco, California.

17. Modifying and Terminating the Site

We reserve the right to modify the Site or to suspend or stop providing all or portions of the Site (and its terms and policies) at any time for any reason, including your access to the Site. We may also interrupt the operations of the Site, or a portion of the Site, as necessary to perform routine or non-routine maintenance, error correction, or other changes at any time. You also have the right to stop using the Site at any time. We are not responsible for any loss or harm related to your inability to access or use the Site.

18. Severability

If any provision or part of a provision of these Web Terms is held to be, by a court of competent jurisdiction, either unlawful, void, or unenforceable, that provision or part of the provision is deemed severable and eliminated to the minimum extent necessary from these Web Terms, and replaced with a valid provision that best embodies the intent of the policy, and does not affect the validity and enforceability of any remaining provisions.

19. Terms and Conditions of Product Ratings and Reviews

These terms and conditions set forth below (the "terms") govern your conduct associated with any Customer Ratings and Review service offered by R-Zero. To the extent of any conflict between R-Zero´s Privacy Policy and these terms, these terms shall control with respect to the ratings and reviews service.

By submitting any content to R-Zero, you represent and warrant that:

• you are the sole author and owner of the intellectual property rights thereto; all "moral rights" that you may have in such content have been voluntarily waived by you; all content that you post is accurate; you are at least 13 years old; and that use of the content you supply does not violate these terms and will not cause injury to any person or entity.
• You further agree and warrant that you shall not submit any content: that is known by you to be false, inaccurate or misleading; that infringes any third party´s copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; that violates any law, statute, ordinance or regulation (including, but not limited to, those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising); that is, or may reasonably be considered to be, defamatory, libelous, hateful, racially or religiously biased or offensive, unlawfully threatening or unlawfully harassing to any individual, partnership or corporation; for which you were compensated or granted any consideration by any third party; that includes any information that references other websites, addresses, email addresses, contact information or phone numbers; or that contains any computer viruses, worms or other potentially damaging computer programs or files.
• You agree to indemnify and hold R-Zero (and its officers, directors, agents, subsidiaries, joint ventures, employees, and third-party service providers), harmless from all claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown including reasonable attorneys´ fees, arising out of a breach of your representations and warranties set forth above, or your violation of any law or the rights of a third party.
• For any content that you submit, you grant R-Zero a perpetual, irrevocable, royalty-free, transferable right and license to use, copy, modify, delete in its entirety, adapt, publish, translate, create derivative works from and/or sell and/or distribute such content and/or incorporate such content into any form, medium or technology throughout the world without compensation to you.
• All content that you submit may be used at R-Zero´s sole discretion. R-Zero reserves the right to change, condense or delete any content on R-Zero´s website that R-Zero deems, in its sole discretion, to violate the content guidelines or any other provision of these terms. R-Zero does not guarantee that you will have any recourse through R-Zero to edit or delete any content you have submitted. Ratings and written comments are generally posted within two to four business days. However, R-Zero reserves the right to edit, remove or to refuse to post any submission for any reason. You acknowledge that you, not R-Zero, are responsible for the contents of your submission. None of the content that you submit shall be subject to any obligation of confidence on the part of R-Zero, its agents, subsidiaries, affiliates, partners or third-party service providers and their respective directors, officers, and employees.
• By submitting your e-mail address and any other personal information in connection with your rating and review, you agree that R-Zero and its third-party service providers may use the information to contact you about the status of your review and other administrative purposes, and for any other purpose consistent with R-Zero's Privacy Policy.

20. Miscellaneous

These Web Terms, together with any additional terms posted on the Site, constitute the entire agreement between you and R-Zero relating to your access to and use of the Site. Notwithstanding any other provisions of these Web Terms, Sections 5, 8, 10, 11, 12, 13, 15, 16, 19, and 20 survive any expiration or termination of these terms. The failure of R-Zero to insist, exercise or enforce any right or provision of these Web Terms will not operate as a waiver of such right or provision, nor will any course of conduct between R-Zero and you or any other party be deemed to modify any provision of these Web Terms. The section titles in these Web Terms are for convenience only and have no legal or contractual effect. Except as otherwise provided herein, these Web Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity (except for the R-Zero Parties). You agree that communications and transactions between us may be conducted electronically. These Web Terms may not be transferred, assigned, or delegated by you, by operation of law or otherwise, without our prior written consent, and any attempted transfer, assignment or delegation without such consent will be void and without effect. We may freely transfer, assign, or delegate these Web Terms or the Site, in whole or in part, without your prior written consent.