Terms and Conditions

Section 1 - Terms

1.1 - Purchase Orders. Purchase Orders may be placed by Customer or an Affiliate of Customer. Each order is subject to acceptance by ALTER-G, and Customer shall be entitled to aggregate volume purchases towards a volume purchase discount for orders placed within sixty (60) days of another qualified and accepted order. Customers may place a formal Purchase Order with Alter G in addition to signing this agreement. However, the terms of this Agreement will take precedence of any conflicting terms in the Customers Purchase Order. ( see section 5.6 )

1.2. Payment and Shipment; Terms and Conditions. Customer agrees to pay the purchase price as set forth in Schedule 1.. All payments shall be made in US Dollars to ALTER-G unless otherwise agreed in writing, in advance. Upon receipt and acceptance of Customer's order, Customer shall be invoiced for 20% of the final purchase price as a deposit, and Alter G will provide an estimated shipping date to Customer. Payment terms for the deposit are Net 15 days from date of invoice. Upon receipt of the deposit from Customer, Alter G will finalize the shipping date, typically 4-6 weeks after receipt of order, and notify Customer in writing.

1.2.1 - Shipping Terms: all products are shipped FOB manufacturer. Customer will pay all associated costs of shipping, including freight, duties, customs and insurance.

1.2.2 - Credit terms: all invoices, if credit terms are extended to Customer by Alter G in it's sole discretion, will be Net 15 days from date of shipment. Invoices not paid within such period (including invoices for expenses and services) shall bear interest at the lower of one and one-half percent (1-1/2%) per month or the highest rate allowed under applicable law. ALTER-G reserves the right in its reasonable commercial judgment to place Customer on credit hold, in which event ALTER-G will promptly inform Customer thereof; and such credit hold may result in delay or rescheduling of Customer orders or breach of this agreement. Upon breach Customer agrees that any unpaid installation and de-installation charges will be deducted from the refundable deposit.

1.3. - Set-Up; Services. ALTER-G will provide a quotation of installation services separately based upon the expected time for set up ( please see Schedule 1 ). ALTER-G installation services require the G-Trainer shipping pallet to be within fifty (50) yards of installation point, elevator (appropriate capacity) access for transportation to a different floor and at least five (5) feet of clearance through any doorway. In addition the physical location must be within ten (10) feet of approved 30 Amp 220 Volt 60 Hz electrical outlets.

Additional shipping and installation charges may apply if the following occur:
A. Customer does not provide a loading dock or forklift that can safely remove the G-Trainer from the shipping truck.

B. Customer's facility does not allow for the G-Trainer to be rolled into position fully assembled. Please note that the G-Trainer is 8' x 4'6". Standard doors will not allow the G-Trainer to pass through and it will need to be taken apart.

C. Customer does not have the correct power installed.

1.4. - Orientation. ALTER-G will provide basic Orientation as needed to one or more individuals as part of the installation. Additional training services are available and are set forth in Schedule 1.

1.5. Taxes: Customer shall pay or reimburse Alter-G for all sales, use, transfer or other federal, state or local taxes assessed on Alter-G's Product or Services, excluding taxes based solely on Alter-G's income. In the event that a proper taxing authority determines that a tax is due, even if subsequent to the installation, billing and payment of such Product or Service, client agrees to pay Alter-G for such taxes due.

DISCLAIMER OF CONSEQUENTIAL DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER ALTER-G NOR ITS SUPPLIERS SHALL BE LIABLE TO BUYER, OR ANY PERMITTED USER FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES.

REMEDIES. THE BUYER’S REMEDY FOR BREACH OF THE EXPRESSED WARRANTIES SHALL BE LIMITED TO THE RETURN OF THE PRODUCT AND ALL ACCESSORIES AND REPAYMENT OF THE ORIGINAL PURCHASE PRICE. AT ALTER-G'S OPTION IT MAY REPAIR OR REPLACE THE NON-CONFORMING PRODUCT OR PARTS.

3. PATENT AND COPYRIGHT INDEMNITY

ALTER-G shall indemnify and defend Customer against any claims that the G-Trainer infringes any United States copyright or patent issued prior to the Effective Date; provided that ALTER-G is given prompt notice of such claim and is given information, reasonable assistance, and sole authority to defend or settle the claim. THE FOREGOING PROVISIONS OF THIS SECTION 10 ("INDEMNITY") STATE ALTER-G'S ENTIRE LIABILITY AND CUSTOMER'S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO INFRINGEMENT BY THE PRODUCT OF ANY THIRD PARTY'S INTELLECTUAL PROPERTY RIGHTS.

4.1 - Confidential Information. Any commercial, financial, business or technical nonpublic information of either party which is marked as confidential or with words of similar import or is otherwise reasonably understood to be confidential (provided that any oral disclosure must be confirmed in writing as “confidential” within fifteen (15) days after such disclosure), is confidential information ("Confidential Information") of the party disclosing such information (the "Disclosing Party"). The parties understand that the terms, conditions, and pricing in this Agreement constitute, without limitation, Confidential Information of ALTER-G. The receiving party ("Receiving Party") shall not disclose the Confidential Information of the disclosing party ("Disclosing Party") or use it for any purpose other than those permitted under this Agreement.

4.2. Nondisclosure. The Receiving Party will protect the Confidential Information of the Disclosing Party with at least the same degree of care and confidentiality, but not less than a reasonable standard of care, which the Receiving Party utilizes for its own confidential information.

4.3. Exclusions. Confidential Information does not include information, technical data or know-how which the Receiving Party can establish by legally sufficient evidence: (i) was in the possession of, or was rightfully known by the Receiving Party without an obligation to maintain its confidentiality prior to receipt from the Disclosing Party; (ii) is or becomes generally known to the public without violation of this Agreement; (iii) is obtained by the Receiving Party in good faith from a third party having the right to disclose it without an obligation of confidentiality; or (iv) is independently developed by the Receiving Party without the participation of individuals who have had access to Confidential Information of the Disclosing Party. The Receiving Party may disclose Confidential Information of the Disclosing Party if required by law, provided that the Receiving Party notifies the Disclosing Party of such requirement prior to disclosure and gives the Disclosing Party an opportunity to object to such disclosure.

5. GENERAL

5.1.-Applicable Law. This Agreement shall be governed by the laws of the State of California as applied to agreements made, entered into and performed entirely in California, by California residents. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. All claims under, or otherwise with respect to, this Agreement shall be brought and maintained in the State and Federal courts located in Santa Clara County, and the parties hereby expressly consent to the exclusive venue and jurisdiction of such courts. Except for actions for non-payment or breach of ALTER-G's proprietary rights in the Software, no action, regardless of form, arising out of this Agreement may be brought by either party more than one year after the cause of action has accrued.

5.2. - Force Majeure. Except for Customer's obligation to pay ALTER-G, neither party shall be liable for any failure to perform due to causes beyond its reasonable control.

5.3 - Notices. All notices must be in writing and delivered personally or sent by overnight courier service to the address of the other party (to the attention of the chief legal officer of such party) indicated in the introductory paragraph of this Agreement, or to the fax indicated below the signatures hereof, or to such other address or facsimile as either party may indicate by at least ten (10) days' prior written notice to the other party, and will be deemed effectively given (i) upon receipt when delivered personally; (ii) one business day after facsimile transmission, provided that proof of successful transmission is retained by sender and a confirmatory copy is sent by first class mail; or (iii) two (2) business days after deposit with a nationally recognized overnight courier.

5.4. - Amendments. No amendment or modification of any provision of this Agreement, or any Schedule attached hereto, will be effective unless the same is in writing and signed by both parties.

5.5. - Advertising, Publicity. Each party may reasonably reference its business relationship with the other party and the existence of this Agreement, without disclosing the terms of this Agreement, in such party's advertising and publicity materials. As used herein, the parties agree that the foregoing sentence expressly excludes the right to use each other's logos, trademarks or service marks in any such advertising and publicity materials without the prior written approval of the other party, which approval may be withheld in such party's sole discretion

5.6. - Purchase Orders. No purchase order or other ordering document that purports to modify or supplement the printed text of this Agreement or any Schedule shall add to or vary the terms of this Agreement. All such proposed variations or additions (whether submitted by ALTER-G or Customer) shall have no effect unless agreed to by both parties in writing.

5.7.- Miscellaneous. The waiver or failure of either party to exercise in any respect any rights hereunder shall not be deemed a waiver of any further right under this Agreement. If any term or provision of this Agreement should be declared invalid by a court of competent jurisdiction or by operation of law, the remaining terms and provisions of this Agreement will be unimpaired, and the invalid term or provision will be replaced by such valid term or provision as comes closest to the intention underlying the invalid term or provision. This Agreement and the Schedule(s) constitute the complete and exclusive statement of the terms of the agreement between the parties with respect to the subject matter hereof and supersedes all prior proposals, negotiations, conversations, discussions and agreements between the parties concerning the subject matter hereof. This Agreement may be executed in counterparts, which taken together shall be considered original.

5.8. - Injunctive Relief. Customer recognizes and agrees that the Confidential Information of ALTER-G contains valuable proprietary information of ALTER-G, Customer acknowledges and agrees that its breach of Section 5.0 ("Confidentiality") will cause irreparable damage to ALTER-G and that ALTER-G shall be entitled to injunctive relief as well as such further relief as may be granted by a court of competent jurisdiction.

Section 2. Maintenance and Support Services

ALTER-G shall offer Maintenance and Support Services (the "Services") to Customer, provided that ALTER-G continues to offer similar support services to Customers of the G-Trainer generally, for successive twelve (12) month periods, commencing with the delivery date of the G-Trainer (the "Delivery Date"), subject to (i) ALTER-G's then current terms and conditions for new Customers at the time of the renewal (such terms and conditions shall be made available to Customer upon request), and (ii) Customer's payment of the fees for the Services on the Delivery Date and each anniversary thereof as set forth below. The Services consist of delivery to Customer of all (i) Fixes to Software Errors, (ii) Software Updates as they become available, (iii) Software Improvements, and (iv) telephone technical support concerning installation and use of G-Trainer.

ALTER-G will provide repair and replacement services beyond the warranty period at the then current rates for time and materials. Customer will be provided with an estimate prior to commencement of any such services.

Provided the Purchase Agreement is still in effect, Customer shall, at its option, receive Services by paying to ALTER-G the annual fee for the Services ("Fees"), which Fees shall cover provision of the Services during the 12-month period commencing with the Support Services Date, and shall initially be $3,750 for each G-Trainer set forth on Schedule 1 of the Agreement. Fees for renewal periods shall be adjusted by no more than five percent (5%) of the prior year’s Fees. Customer may exercise its option by providing written notice to ALTER-G of its election to receive Services. Fees are payable on the Support Services Date and each anniversary thereof, whether or not ALTER-G has rendered an invoice. Customer shall be responsible for all taxes associated with the Services, other than taxes based on ALTER-G's income.

2.1 - The Services shall be provided for the initial term set forth in Section 1 and any applicable Schedule executed after the Effective Date hereof. Thereafter, this Maintenance Agreement shall, unless terminated in accordance with Section 3.2, renew automatically on an annual basis pursuant to ALTER-G's then-current terms and conditions by paying ALTER-G its then-current Fees.

2.2 - Either party may terminate this Maintenance Agreement at the end of the initial term or at the end of any renewal term by giving the other party written notice at least ninety (90) days prior to the end of any such term.

3.3 - In the event Customer fails to make payment pursuant to Section 2 hereof, or in the event Customer breaches this Maintenance Agreement and such breach has not been cured within thirty (30) days of written receipt of notice of breach, ALTER-G may suspend or cancel the Services.

This Maintenance Agreement states the entire agreement of ALTER-G'S provision of the Services to Customer and may only be amended by a written amendment executed by both parties. ALTER-G shall not be liable for any failure or delay in performance of this Maintenance Agreement due to causes beyond its reasonable control. Any provisions hereof deemed illegal or unenforceable shall be severed from this Maintenance Agreement.