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9 January 2024
<br />ii. CUSTOMER’S SOLE REMEDY FOR ANY BREACH BY COMPANY OF ITS OBLIGATIONS OR WARRANTIES
<br />UNDER THIS PURCHASE AGREEMENT SHALL BE LIMITED TO, AT COMPANY’S OPTION, REPAIR OR
<br />REPLACEMENT OF THOSE PURCHASED GOODS TO WHICH SUCH BREACH IS APPLICABLE OR REFUND
<br />BY COMPANY OF ALL OR A PART OF THE PURCHASE PRICE OF THE NON-CONFORMING PURCHASED
<br />GOODS.
<br />E. Exclusive Remedies. THE REMEDIES CONTAINED IN THIS SECTION 4 ARE CUSTOMER’S SOLE AND
<br />EXCLUSIVE REMEDIES AND ARE IN LIEU OF ANY OTHER RIGHTS OR REMEDIES COMPANY MAY HAVE
<br />AGAINST COMPANY WITH RESPECT TO NON-CONFORMANCE OF THE PURCHASED GOODS.
<br />5. Intellectual Property
<br />A. Restrictions on Use. Customer shall not: (i) create derivative works based on the Purchased Goods; (ii) copy, frame or
<br />mirror any part or content of the Purchased Goods; (iii) reverse engineer any Purchased Goods; or (iv) access the Purchased
<br />Goods for any improper purpose whatsoever, including, without limitation, in order to build a competitive product or service,
<br />or copy any features, functions, interface, graphics or “look and feel” of the Purchased Goods.
<br />B. Ownership of Intellectual Property. All right, title and interest in and to any intellectual property related in any way to the
<br />Purchased Goods is, and shall remain, the exclusive property of Company or the applicable PURCHASED GOODS
<br />manufacturer. For these purposes, the term “intellectual property” shall mean, all of a party’s patents, patent applications,
<br />patent rights, copyrights, moral rights, algorithms, devices, application programming interfaces, databases, data collections,
<br />diagrams, inventions, methods and processes (whether or not patentable), know-how, trade secrets, trademarks, service marks
<br />and other brand identifiers, network configurations and architectures, proprietary information, protocols, schematics,
<br />specifications, software (in any form, including source code and executable code), techniques, interfaces, URLs, web sites,
<br />works of authorship, and all other forms of technology, in each case whether or not registered with a governmental entity or
<br />embodied in any tangible form and all rights and forms of protection of a similar nature to any of the foregoing or having
<br />equivalent effect anywhere in the world in any way arising prior to or during the term of this Purchase Agreement.
<br />6. Miscellaneous. If any provision of this Purchase Agreement is found to be unenforceable or invalid, that provision will be
<br />limited or eliminated to the minimum extent necessary so that this Purchase Agreement will otherwise remain in full force and
<br />effect and enforceable. This Purchase Agreement is not assignable, transferable or sublicensable by Customer except with
<br />Company’s prior written consent. Company may transfer and assign any of its rights and obligations under this Purchase
<br />Agreement without consent. This Purchase Agreement is the complete and exclusive statement of the mutual understanding of
<br />the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings
<br />relating to the subject matter of this Purchase Agreement, and that all waivers and modifications must be in a writing signed by
<br />both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of
<br />this Purchase Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever.
<br />Any disagreements shall be settled by arbitration in accordance with the rules of JAMS, Inc. In any action or proceeding to
<br />enforce rights under this Purchase Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All
<br />notices under this Purchase Agreement will be in writing and will be deemed to have been duly given when received, if
<br />personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent
<br />for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return
<br />receipt requested. This Purchase Agreement shall be governed by the laws of the State of California without regard to its conflict
<br />of laws provisions.
<br />Docusign Envelope ID: 17376B40-F266-4EAA-9C62-48006BF43380
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