TERMS AND CONDITIONS FOR SALE OF GOODS WITH LIMITATIONS OF USE

The Goods specified in a quotation or order between Seller and Buyer is subject to these Terms and Conditions, including the limitations of use set forth below. The “Effective Date” shall mean the date on which the quotation, order, or sample request is fully executed by both parties. These Terms and Conditions prevail over any of Buyer's general terms and conditions of purchase regardless of whether or when Buyer has submitted its purchase order or such terms. Fulfillment of Buyer's order does not constitute acceptance of any of Buyer's terms and conditions and does not serve to modify or amend these Terms and Conditions.

Definitions, Orders and Acceptance, Pricing and Payment, Delivery and Risk

"Seller" refers to XDemics Corporation, the manufacturer and distributor of the proprietary Goods. "Buyer" refers to any entity or individual (including any subsidiaries, affiliates, employees and/or consultants to or of such entity or individual) purchasing the Goods. "Goods" refers to the products and goods identified on a quotation or order. "Agreement" refers to these Terms and Conditions of Sale together with the applicable quotation or order. All quotations or orders are subject to acceptance by Seller. Seller reserves the right to reject any quotation or order at its discretion. No quotation or order shall be binding until confirmed in writing by Seller. Prices for the Goods shall be as stated in Seller’s quotation, order or invoice. Payment shall be made in full within 30 days of the invoice date. All prices are exclusive of all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind. Seller reserves the right to charge interest on overdue amounts at the rate of 1.5% per month. Delivery dates are estimates and not guaranteed. Seller is not liable for delays. Risk of loss or damage to the Goods passes to Buyer upon Seller making the Goods ready for shipment, pursuant to EXW Seller’s designated facility (as defined in Incoterms 2020).

Inspection and Returns, Warranty and Liability

Buyer must inspect the Goods upon receipt and notify Seller of any defects within 3 days. Goods may only be returned with prior written authorization from Seller. Returns are subject to restocking fees as determined by Seller. Seller warrants that the Goods shall conform to their specifications at the time of shipment. Seller's liability is limited to the replacement of defective Goods or a refund of the purchase price. Seller shall not be liable for indirect, incidental, consequential or special damages, including the costs of cover.

Intellectual Property and Ownership

“Intellectual Property" means all patents, patent applications, trademarks, service marks, trade names, domain names, copyrights, trade secrets, know-how, inventions (whether patentable or not), proprietary processes, product specifications, compilations, databases, designs, mask works, and all other intellectual property rights, whether registered or unregistered, including any applications, renewals, extensions, and rights to apply for registration thereof, and all similar or equivalent rights or forms of protection recognized in any jurisdiction worldwide.

Ownership: Buyer acknowledges that all Intellectual Property rights in and to the Goods remain the sole property of Seller, and no rights are granted to Buyer other than those expressly set forth in this Agreement. If Buyer uses the Goods as intended and conceives and/or reduces to practice inventions or discoveries that are separate from the Goods, Buyer shall have and retain all right, title and interest in any such inventions or discoveries.  If Buyer decides to share data related to the use of the Goods with Seller, Buyer acknowledges and agrees that Buyer is granting Seller an irrevocable, perpetual, non-exclusive, royalty-free license to use such data for internal research purposes only. Buyer also provides consent for Seller to use Buyer’s name and trademarks in describing how the Goods were used in an experiment with prior written consent from Buyer. For the avoidance of doubt, Seller acknowledges that Buyer retains all Intellectual Property rights to the data resulting from the experiments. If any portion of the data should remain confidential, it is Buyer’s responsibility to explicitly notify Seller of any information that cannot be shared with the public.

Limited Right to Use the Goods, Compliance and Use

Grant of License: Seller grants Buyer a non-exclusive, non-transferable, and non-sublicensable right to use the purchased Goods solely for Buyer's intended use as limited by the terms and conditions of this Agreement. Buyer shall not sell, resell, lease, license, distribute, transfer, share, or otherwise dispose of the Goods to any third party without the prior written consent of Seller. If Seller provides such consent, Buyer shall inform the other party of the Terms and Conditions set forth in this Agreement and shall remain liable for any misuse by that party.

Restrictions: Buyer shall not (a) modify, reverse engineer, disassemble, or create derivative works of the Goods, (b) use the Goods for any purpose other than as intended by Seller, or (c) remove, alter, or obscure any proprietary notices or labels on the Goods. Unless specified otherwise in an applicable quotation or order, the Goods are intended for single use only. Reuse, reprocessing, or repurposing of the Goods is strictly prohibited. Seller disclaims all liability for damage or injury resulting from any use of the Goods other than as intended or specified. By using the Goods, Buyer agrees to dispose of the Goods immediately after its intended use in accordance with applicable local, state, and federal regulations. Any questions regarding acceptable use can be directed to Seller, info@xdemics.com.

If Buyer, through the use of the Goods, develops any new Intellectual Property that necessarily uses or necessarily incorporates the Goods, Buyer shall promptly notify Seller. Buyer hereby grants to Seller a worldwide, nonexclusive, fully paid up, royalty free license to any enhancements, modifications, or improvements to the Goods, their use or applications, and any user feedback, but excluding any Intellectual Property resulting from the experiments performed with the use of the Goods.

Material Breach & Remedies: Any action by Buyer in violation of this Agreement without Seller’s prior written consent shall constitute a material breach of this Agreement. In the event of such a breach, Seller reserves the right to immediately terminate Buyer's rights under this Agreement and pursue any and all available legal or equitable remedies, including injunctive relief, damages, and any other appropriate relief. Buyer agrees to use the Goods in strict compliance with all applicable federal, state, local, and international laws, regulations, and industry standards, including but not limited to any guidelines governing research use, safety protocols, and ethical standards applicable to Buyer’s field of use. Buyer agrees to use the purchased Goods in strict compliance with all the terms and conditions of this Agreement and the limitations of the license granted herein. Buyer shall be solely responsible for obtaining any necessary permits, approvals, or licenses required for the intended use of the Goods. Seller shall have no liability for Buyer's failure to comply with such requirements.

Confidentiality

Buyer shall not disclose any confidential information related to the Goods without prior written consent from Seller. Buyer acknowledges that any and all Intellectual Property related to the Goods and any other technical specifications, formulas, designs, manufacturing processes, material compositions, pricing, trade secrets, proprietary data, know-how, and other non-public information related to the Goods ("Confidential Information") provided by Seller, whether disclosed in writing, orally, visually, based on observations, electronically, or by any other means, are confidential and proprietary to Seller. Buyer agrees to: (a) maintain the confidentiality of the Confidential Information and use it solely for the intended use as permitted under this Agreement; (b) not disclose, directly or indirectly, any Confidential Information to any third party without the prior written consent of Seller; and (c) take all reasonable precautions to prevent any unauthorized use, access, or disclosure of Confidential Information. The obligations of confidentiality shall not apply to information that, (i) is or becomes publicly available through no breach of this Agreement by Buyer; (ii) is lawfully received from a third party without restriction and without breach of any duty owed to Seller; (iii) is independently developed by Buyer without reliance on Seller’s Confidential Information as demonstrated by competent evidence; or (iv) is required to be disclosed pursuant to a valid court order, subpoena, or governmental request, provided that Buyer gives Seller prompt notice (to the extent legally permissible) to allow Seller to seek protective measures. Buyer's obligations under this Section shall remain in effect for a period of five (5) years from the date of disclosure or, in the case of trade secrets, for so long as such information remains a trade secret under applicable law. In the event of an unauthorized disclosure or use of Confidential Information, Seller shall be entitled to seek injunctive relief, damages, and any other legal or equitable remedies available under law.

Governing Law, Dispute Resolution, Force Majeure, Amendments, and Authority

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflicts of law principles. The invalidity of any provision of this Agreement, as determined by a court of competent jurisdiction, shall in no way affect the validity of any other provision hereof, which will otherwise remain in full force and effect.  In the event of any dispute arises with respect to this Agreement (a “Dispute”), the parties shall use good faith efforts to meet and confer to attempt to resolve the Dispute by amicable negotiations and settlement agreement within thirty (30) days after such request to meet and confer. If a Dispute is not resolved pursuant to good faith negotiation as set forth above, then either party may submit the Dispute for resolution by binding arbitration in accordance with the Rules established by the American Arbitration Association. The location of such arbitration proceedings shall be held in San Mateo County, CA or virtual. The arbitration shall be conducted by a single neutral arbitrator who is either (a) mutually selected by both parties; or (b) selected pursuant to the Rules of the American Arbitration Association. Each party shall bear one-half of the expenses of the arbitrator and the American Arbitration Association, and each party shall bear its own attorneys’ fees and other costs and expenses incurred in connection with the arbitration proceedings. The arbitrator shall be empowered to make any reasonable award or decision which could be made in a court of law, including an award of actual damages and injunctive and equitable relief. Any such award or decision shall be conclusive and binding upon the parties, and a judgment upon the award shall be entered in any court having jurisdiction thereof. Seller shall not be liable for any failure or delay in performance due to causes beyond its reasonable control. Seller and Buyer each represent and warrant that it has taken all necessary action on its part to authorize the execution, delivery and performance of the Agreement, and the Agreement has been duly executed and delivered on behalf of such party, and constitutes a legal, valid, binding obligation, enforceable against such party in accordance with its terms.

Counterparts and Electronic Signatures

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement. Signatures transmitted electronically, whether via email, PDF, or an electronic signature platform, shall have the same legal effect as originals and be binding upon the Parties. By placing an order, the Buyer acknowledges and agrees to be bound by these Terms and Conditions of Sale, including the restrictions on use set forth herein.

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