This Developer Kit Agreement (“Agreement”) is a legal agreement between you (on behalf of the Developer) and XRSPACE Co., Ltd. and our affiliate (collectively, “we”, “us” or “XRPSACE”) stating the terms that governs the purchase and sale of the developer kit. Please read this Agreement carefully before you agree to the terms below. By ticking the box / pressing the “agree” button/ placing the order, you represent and warrant that you are the authorized representative of the organization you provided when you registered as a developer with us (the “Developer”) and you have the full legal authority to agree or act, on behalf of the Developer, with regard to any terms and conditions of this Agreement.

Recital

Whereas XRSPACE operates a massively multiplayer online virtual reality platform which allows users to engage in social activities or have access to digital contents (the “Platform”) and the Developer wishes to purchase development kits to develop content to be used on the Platform (the “Purpose”).

Agreement

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, you and the Developer, intending to be legally bound, hereby agree as follows:

1. Order of developer kits

By ticking the box/pressing the “agree” button/placing the order through our website, the Developer agrees to purchase, and XRSPACE agrees to sell, each set of the developer kit at NTD 23600 for 64GB Wifi Version/ NTD 25100 for 128GB Wifi Version / NTD 26600 for LTE Version or any other price designated by XRSPACE on the final confirmation page shown to you immediately before you make the payment (“Purchase Price”). The Developer understands that the Purchase Price may vary depending on the destination where the Developer is located. The Purchase Price includes applicable taxes and duties levied in Taiwan and covers the shipment fee from our warehouse to the business address of the Developer. The Developer shall be solely responsible for any import taxes, customs duties, or any applicable tax levied by the destination country if your order is shipped outside of Taiwan.

2. Contents of developer kits

Each developer kit includes a headset (an XRSPACE Manova), two controllers, a USB cable, an adapter, and the SDK. SDK means the software, software development kits, libraries, application programing interfaces, services, documentation, sample codes, specification, tools, plugins, related materials, information, technology, and/or content made available by us, at our sole discretion, to the Developer (collectively, the “SDK”). We may, but are not obliged to, update the SDK where necessary from time to time, and you may find those updates on our developer console (the “Developer Console”).

3. Payment and delivery of the developer Kit
   1. The Developer has to pay the Purchase Price via the method designated by XRSPACE. XRSPACE will not process any order until the payment is complete. However, XRSPACE may reject any order anytime at its sole discretion, even if and after the payment is made in full; a refund will be made to the Developer if such circumstances take place.
   2. The Developer may cancel the order within 48 hours after the Developer places the order with us.
   3. After receipt of the payment, XRSPACE will issue an invoice and arrange the delivery of the developer kits subject to the availability of finished developer kits. Generally, it takes [7] to [10] days to process any order before shipping of the developer kit, and XRPACE shall not be liable for any delays, loss or damage in transit.
   4. Apart from the SDK, all contents contained in the developer kits (the “Hardware”) sold under this Agreement shall be delivered Ex Works (Incoterms 2000) XRSPACE’s warehouse in Taipei, Taiwan whereupon title to the Hardware shall pass to the Developer. Risk of loss for the Hardware will transfer from XRSPACE to the Developer, and Developer shall become responsible for all costs of shipment and risks related to the Hardware, commencing when XRSPACE makes the Developer kit available at XRSPACE's warehouse.
   5. The Developer understands and acknowledges that as of now the Hardware is mainly designed for commercial use and consumer sale in Taiwan and that XRSPACE does not guarantee its merchantability and has not imported any of the Hardware device into any destination country outside of Taiwan. As the importer of record, the Developer shall comply with all laws and regulations of the destination country with regard to the developer kits and be solely responsible for obtaining any necessary import licenses for the import of the developer kit into your country.
   6. The Developer may only use the developer kit for the Purpose and may not sell, resell, rent or lease the Hardware, except as expressly permitted by XRSPACE.
   7. The delivery of the SDK will be made together with the Hardware subject to the terms and conditions of the Section 4.

4. License of the SDK
   1. Subject to the Developer's compliance with Section 4.2, XRSPACE hereby grants to the Developer a nonexclusive, non-transferrable, and non-sublicensable worldwide right and license to use and reproduce the SDK internally solely for the Purpose.
   2. The Developer shall, and cause its personnel to, comply with the following requirements:

1. maintain the confidentiality of any account access credentials that may be issued to Developer by the XRSPACE to access the Platform or the Developer Console;
2. use SDK only for the Purpose, unless the documentation for the applicable SDK authorizes broader use;
3. not distribute via Platform or combine any SDK with, open source or other software that is licensed under terms that purport to bind XRSPACE to contractual obligations (e.g. the GNU General Public License or Lesser General Public License), without prior discussion with and separate written agreement from XRSPACE;
4. distribute sample source code (if any is provided) only in object code form as part of any content developed by the Developer;
5. not permit any third party to distribute the SDK or any sample source code;
6. not decompile, decipher, disassemble, reverse engineer, disable, tamper with or otherwise work around technical limitations of any part of the SDK, except as expressly permitted by applicable law notwithstanding this limitation;
7. not modify or make any derivative works of the SDK in whole or in part, except as expressly permitted herein;
8. not remove any proprietary notices or labels on the SDK, or any copy thereof;
9. not use the SDK, to infringe the rights of XRSPACE, its affiliates, or any third party;
10. not sell, resell, rent, lease, lend, or sublicense the SDK, except as expressly permitted herein; and
11. not make use of the SDK in any manner not permitted by XRSPACE.
    1. XRSPACE may, but is not obliged to, provide the Developer with necessary support to solve issues encountered during development. The Developer is solely responsible for ensuring the content developed by the Developer functions properly with the use of any SDK, including any future updated or modified versions of SDK.
    2. The SDK is the intellectual property of XRSPACE or its licensors. Except for the rights explicitly granted to the Developer under this Section 4, all right, title and interest in and to the SDK are reserved and retained by XRSPACE and its licensors.
    3. If the Agreement is terminated, the Developer must cease all use of the SDK.

5.  Limited warranties
   1. The Developer is entitled to a 14 days limited replacement warranty for the Hardware sold in the developer kit under this Agreement, commencing upon the date the Developer receives the developer kits.
   2. XRSPACE will provide a replacement of Hardware after receiving valid claim for mechanical or electrical failure if such claim is made within the warranty period.
   3. As part of the claim, the Developer must provide the serial number of the Hardware and the proof of purchase the developer kit.
   4. Normal wear and tear, damage resulting from fire, water damage, accident or abuse, or cracked screens of the Hardware is not under the coverage of the limited warranty.
   5. The Developer shall be responsible for the transportation fees and replacement cost when it is beyond the coverage of limited warranty.
   6. Subject to the terms of this Section 5, the Developer may only accept the replacement of the headset and a refund is not available unless expressly agreed by XRSPACE.
   7. The Developer understands that it has no title to any kind of warranty toward other accessories contained in the developer kit apart from the headset.
   8. For the SDK, THE DEVELOPER EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SDK IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE SDK IS PROVIDED “AS IS”, “WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND”. WE, FOR THE SECTION HEREOF OR ANY LICENSOR HEREOF, HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SDK, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, OR NONINFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WE MAKE NO WARRANTY THAT THE SDK WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. WE MAKE NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY SDK.

6. Representations and warranties
   1. You and the Developer each represents that it has the power to enter into, perform and deliver, and has taken all necessary action to authorize its entry into, performance and delivery of this Agreement and the transactions contemplated herein. Performance of this Agreement will not breach any obligation to any third party.
   2. You represent that the information you provide when registering with us is true, correct and accurate.
   3. The Developer will only use the developer kit for the Purpose.

7. Liability

If an investigation, litigation, lawsuit or any legal procedure is initiated against XRSPACE due to the import, use of any kind of the developer kit by the Developer, the Developer shall provide or cause their appropriate employees or representatives to provide XRSPACE with information or data in connection with the handling and defense of any third party claim and such legal proceeding (including counterclaims filed by XRSPACE). The Developer will indemnify, defend, and hold harmless XRSPACE and its Affiliates, successors, officers, directors and employees from any cost, loss, liability, expense or damage (including reasonable attorneys' fees) (“Liabilities”) arising out of (i) any allegation that the import or use of any kind of the developer kits by the Developer infringes any copyright, trademark, trade secret, trade dress, patent or other intellectual property right of any person or defames any person or violates their rights of publicity or privacy, (ii) Developer’s breach of the representations, warranties or covenants set forth herein, and (iii) any breach or alleged breach by the Developer (or anyone acting on Developer’s behalf) of any of the terms of this Agreement, and XRSPACE may additionally terminate any kind of the licenses made to the Developer.

8. Confidentiality

Anything provided by XRSPACE to you in the developer kit, including any part of the SDK and the content of this Agreement, are all confidential information of XRSPACE (“Confidential Information”). You and the Developer shall keep any Confidential Information in confidence and shall not disclose or make available to any third party without the expressly consent by XRSPACE.

9. Severability

If any provision of this Agreement is found or held to be unenforceable or invalid by any legally governing authority having jurisdiction over either party, the provision shall be severed, and the remainder of this Agreement shall be valid and enforceable.

10. Applicable law and competent court

This Agreement shall be governed by the laws of Taiwan, R.O.C. Any dispute, controversy or claim arising out of, relating to or in connection with this Agreement, including, without limitation, any dispute regarding its validity or termination, which cannot be amicably settled between the parties, shall be submitted to Taipei District Court of Taiwan, R.O.C.