ARTICLE 1. APPLICABILITY

These general terms and conditions (the "Terms") apply to every quote, order, statement of work, and agreement (each, an "Agreement") between RealityMatters Inc. ("RealityMatters") and the customer, and they exclude the customer's own general terms and conditions, even if those conflict with these Terms, unless RealityMatters agrees otherwise in a signed writing. A written exception applies only to the Agreement for which it is made and is not a general waiver or a course of dealing for past or future transactions. RealityMatters' failure to object to a customer's terms is not acceptance of them.

The customer accepts these Terms by signing a quote, placing an order, or authorizing or accepting any services or goods from RealityMatters, whichever occurs first. These Terms are incorporated by reference into each quote and order.

If any provision of these Terms is held invalid or unenforceable, that provision will be enforced to the maximum extent permitted by law or, if it cannot be enforced, replaced by a valid provision that comes as close as possible to the parties' original intent, and the remaining provisions will stay in full force.

ARTICLE 2. FORMATION AND PERFORMANCE OF THE AGREEMENT

Photos, catalogs, brochures, and other marketing materials provided by RealityMatters are for general information only and are not part of any Agreement. Offers and quotes are non-binding unless they expressly state otherwise, remain valid for 30 days unless a different period is stated, and do not automatically apply to future assignments. An Agreement is formed when RealityMatters accepts the customer's order in writing, and work begins only after RealityMatters has received the quote signed by the customer by email or other written means.

Before entering into an Agreement, the customer is responsible for obtaining the advice it needs and for confirming that the equipment, software, and services it orders meet its requirements and intended use. RealityMatters is not responsible for the customer's choices or assessments.

The customer may terminate an Agreement for convenience on written notice. In that case the customer will (a) pay for all work performed and goods delivered up to the termination date, and (b) pay a termination fee equal to 50% of the price of the work and goods not yet performed or delivered. The parties agree that RealityMatters' actual damages from early termination, including reserved capacity, committed resources, and lost opportunities, would be difficult to determine, and that this fee is a reasonable estimate of those damages and not a penalty.

RealityMatters will perform its services using commercially reasonable efforts and professional skill, but does not guarantee any specific result or outcome. By signing a quote or placing an order, the customer confirms that RealityMatters has explained the material features of the goods and services and that the customer understands them. The customer will promptly provide, at no charge, the information, materials, access, and assistance that RealityMatters reasonably needs to perform.

RealityMatters will use commercially reasonable efforts to meet agreed deadlines or, if none is agreed, to deliver within a reasonable time after accepting the order. Delivery dates are estimates unless the Agreement states otherwise, and a delay does not entitle the customer to terminate the Agreement or to damages, except where the delay is caused by RealityMatters' willful misconduct or gross negligence.

RealityMatters may perform its obligations through affiliates, employees, and qualified subcontractors, and remains responsible for their performance under the Agreement.

ARTICLE 3. TWO ROUNDS OF REVISIONS

Unless the Agreement states otherwise, the customer is entitled to two rounds of revisions or adjustments for each design. Additional adjustments are charged at the hourly rate stated in the quote. Additional adjustments include any fundamental change from the original briefing, unless the quote expressly provides otherwise.

ARTICLE 4. TITLE AND INTELLECTUAL PROPERTY

4.1. Title to delivered physical products passes to the customer only when the invoice has been paid in full, and RealityMatters retains title until then, even if the products have been processed or incorporated into other goods. Risk of loss, destruction, and damage passes to the customer on delivery. The customer authorizes RealityMatters to file any financing statement or other notice needed to protect this retained interest.

4.2. Unless otherwise agreed in a signed writing, RealityMatters retains all intellectual property rights in the software and applications it develops and in all elements it delivers while performing services, regardless of nature or form, including source code, HTML, pages, image files, sounds, videos, and software.

4.3. Unless otherwise agreed in a signed writing, the customer acquires no intellectual property right of any kind from the Agreement or its performance, whether in RealityMatters' software, third-party system software, or related know-how, other than the License in Section 4.4.

4.4. Subject to payment in full and to these Terms, RealityMatters grants the customer a non-exclusive, non-transferable, non-sublicensable, revocable license to use the software developed by RealityMatters for the customer's internal business purposes (the "License"). RealityMatters may revoke the License if the customer materially breaches these Terms and does not cure the breach within 10 days after written notice.

4.5. The customer may not use the License outside its own internal business operations and may not:

• make permanent or temporary, whole or partial reproductions of the software by any means and in any form, except as expressly allowed in writing;
• correct, or have a third party correct, defects in the software without RealityMatters' prior written agreement, even where the correction would let the customer use the software as intended;
• transmit, distribute, or put the software online, including on the internet, or otherwise make it available to the public in any form;
• decompile, disassemble, or reverse engineer the software, including for interoperability purposes, except to the extent applicable law expressly permits despite this restriction and then only after notifying RealityMatters in writing and giving it a reasonable opportunity to provide the needed information;
• translate, edit, arrange, modify, or create derivative works of the software without RealityMatters' prior written consent, even where the change would let the customer use the software as intended;
• distribute the software in any form, including by renting, leasing, or lending it; or
• commercialize the software or any other software based on it.

4.6. The License is not transferable and may not be sublicensed. The customer may not grant or transfer any part of the License to a third party.

4.7. The License is non-exclusive. RealityMatters may grant rights in the software to third parties.

4.8. Unless otherwise agreed in a signed writing, the customer has no access to source code. If the software has compatibility problems with the customer's other software, RealityMatters will address them on request at its then-current rates for maintenance services.

4.9. If the License infringes a third party's intellectual property rights, RealityMatters will, at its option and expense, either (a) obtain the right for the customer to continue using the software, (b) modify the software so that it no longer infringes, or (c) replace it with functionally similar software that does not infringe. RealityMatters has no obligation under this Section to the extent the infringement results from the customer's acts or omissions, from materials the customer supplied, or from the customer's modification or combination of the software. If RealityMatters cannot do any of (a) through (c) on commercially reasonable terms, it may terminate the Agreement on written notice to the customer and refund the amounts paid for the affected software. This Section states RealityMatters' entire liability for infringement claims.

4.10. If the customer breaches this Article 4, the customer will pay RealityMatters liquidated damages of USD 20,000. The parties agree that RealityMatters' damages from such a breach, including loss of control over its software and know-how and harm to its business, would be impracticable or extremely difficult to determine, and that this amount is a reasonable estimate of those damages and not a penalty. This Section does not limit RealityMatters' right to seek injunctive or other equitable relief.

ARTICLE 5. MUTUAL CONFIDENTIALITY

Each party will keep confidential, and will use only to perform or receive the benefit of the Agreement, the non-public information of the other party that it learns in connection with the Agreement, and will protect it with reasonable care. Without RealityMatters' written permission, the customer will not disclose to third parties any information about RealityMatters' approach, methodology, or quotes, or make any reports available to them. These obligations do not apply to information that is or becomes public through no fault of the receiving party, was already known to or independently developed by the receiving party, was lawfully received from a third party, or must be disclosed by law or court order (in which case the receiving party will, where lawful, give prompt notice).

ARTICLE 6. ACCEPTANCE, WARRANTY, AND LIABILITY

The customer must inspect services and goods for conformity promptly after delivery and must give RealityMatters written notice of any complaint, describing the issue in reasonable detail, within ten (10) days after delivery. Notice must be sent by email to the address in the quote, or by certified mail or courier to RealityMatters' address. A complaint not made within this period is waived, and the services and goods are deemed accepted. A response by RealityMatters to a late complaint does not revive it. Payment for, or use of, the services or goods also constitutes acceptance, except as to defects that could not reasonably have been discovered on inspection and that are reported within ten (10) days after discovery. A complaint, or the refusal or return of services or goods, does not suspend the customer's obligation to pay undisputed amounts. If RealityMatters finds a complaint valid, its sole obligation, and the customer's sole remedy, is for RealityMatters to take back, repair, or replace the non-conforming services or goods, or to refund the price paid for the non-conforming part.

EXCEPT AS EXPRESSLY STATED IN THE AGREEMENT, REALITYMATTERS PROVIDES ITS SERVICES AND GOODS "AS IS" AND DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE EXTENT PERMITTED BY LAW.

If RealityMatters is found liable, its total liability for all claims arising out of or relating to an Agreement will not exceed the total amounts (excluding sales tax) paid or payable to RealityMatters under that Agreement for the services or goods giving rise to the liability. RealityMatters is not liable for indirect, incidental, special, consequential, or punitive damages, or for purely financial loss, loss of profits, loss of customers, or loss of working hours, even if advised of their possibility. RealityMatters is not liable for minor differences in construction, size, color, and design from what the quote specifies, unless the quote expressly states that these elements are essential to the customer. RealityMatters may use goods modified by the manufacturer, or goods that differ from those in the quote, if they are equivalent. Slight differences in color or dimension that are technically unavoidable, generally accepted in the industry, or inherent to the materials used are not a lack of conformity or a defect.

Nothing in these Terms limits or excludes liability that cannot be limited or excluded under applicable law, including liability for fraud, willful injury, gross negligence, or violation of law.

The customer will defend, indemnify, and hold harmless RealityMatters from any third-party claim, and from resulting losses, damages, and reasonable costs, arising from materials or data the customer provides for use in performing the Agreement, including claims that those materials infringe intellectual property rights.

ARTICLE 7. PRICES AND PAYMENT

Prices are based on the cost of labor, materials, insurance, transport, environmental charges, and similar items at the time of the quote. Before the Agreement is signed, RealityMatters may adjust the quote for changes in these costs. After signing, RealityMatters may increase prices for changes in these costs beyond its reasonable control only on at least 30 days' written notice, and the customer may then terminate the affected portion of the Agreement without paying the termination fee in Article 2 by written notice within 10 days after receiving the price notice, paying for work already performed. All prices are exclusive of sales, use, and similar taxes, which the customer will pay, except for taxes on RealityMatters' net income. Where a price is a composite price, RealityMatters is not obliged to deliver any part of the work for a proportionate part of the total price.

RealityMatters invoices on delivery of the final services or products. If the revision rounds in Article 3 take longer than 15 days because of the customer, RealityMatters may invoice the full amount before the round takes place. For assignments lasting more than 30 days, RealityMatters may invoice monthly for services performed. RealityMatters may invoice each partial delivery separately and may make delivery conditional on payment of a deposit or the full price.

Late or missed payment is a breach of the Agreement. In that case the invoice amount is increased by a late charge of 12% of the overdue amount, with a minimum of USD 150, and overdue amounts also bear interest at the rate of 1% per month (or, if lower, the maximum rate permitted by law), calculated from the due date until paid, with partial months counted as full months. The parties agree that RealityMatters' costs from late payment, including administrative and collection effort and cost of capital, are difficult to determine and that the late charge is a reasonable estimate of them and not a penalty. These amounts are in addition to RealityMatters' other remedies and are due regardless of any court-awarded interest and costs. A late payment cancels any discount granted. The customer may not set off any amount against payments due without RealityMatters' prior written consent.

ARTICLE 8. INVOICE DISPUTES

The customer is deemed to have accepted each invoice unless it notifies RealityMatters in writing, by email or certified mail, describing the dispute in reasonable detail, within 8 days after the invoice is sent. Disputes about the conformity of goods or services are also subject to Article 6 and can be made only while the customer has not used, processed, or otherwise disposed of the delivered goods.

ARTICLE 9. PAYMENT TERMS

All invoices are payable in U.S. dollars to the account stated on the invoice, without deduction of any discount, within 15 days after the invoice date.

ARTICLE 10. FORCE MAJEURE

Neither party is liable for delay or failure to perform (other than a payment obligation) caused by events beyond its reasonable control that it could not reasonably have prevented or avoided, including fire, flood, pandemic or epidemic, severe weather, war, terrorism, riot, civil unrest, strike or labor dispute, blockade, government order, import or export ban, utility or internet failure, transport difficulties, illness or accident of key personnel, and delay or failure of suppliers or subcontractors that is itself caused by such an event. The affected party will give prompt notice and use reasonable efforts to resume performance. RealityMatters may extend delivery and performance dates by the duration of the event. If the event continues for more than 60 days, either party may terminate the affected part of the Agreement on written notice, and the customer will pay for work performed and goods delivered up to termination.

ARTICLE 11. CHANGES TO THE ASSIGNMENT

The customer accepts that timing may be affected if the parties agree to extend or change the approach, methodology, or scope of the assignment and the resulting work. Any resulting additional work will be confirmed to the customer in writing as an additional assignment, and no additional charges apply until the customer approves it in writing. If the Agreement provides for phased execution, RealityMatters may suspend work on a later phase until the customer has approved the results of the preceding phase in writing.

ARTICLE 12. CUSTOMER DELAY OR DEFAULT

If progress in performing or delivering the work is delayed by the customer's act or omission, or by a force majeure event affecting the customer, RealityMatters may extend its deadlines accordingly and charge the customer for the reasonable additional costs and expenses caused by the delay, including costs already incurred for materials intended for the assignment. If the delay continues for more than 30 days, RealityMatters may suspend work or terminate the Agreement on written notice and invoice the customer for work performed, costs incurred, and any termination fee under Article 2, in addition to its other remedies at law.

ARTICLE 13. GOVERNING LAW AND JURISDICTION

This Agreement is governed by and construed in accordance with the laws of the State of California, United States of America, without regard to its conflict of laws principles.

Any dispute, claim, or controversy arising out of or relating to this Agreement, including its interpretation, performance, breach, or termination, is subject to the exclusive jurisdiction of the state and federal courts located in Los Angeles County, California.

Each party irrevocably consents to the personal jurisdiction of such courts and waives any objection to venue or inconvenient forum, to the extent permitted by applicable law.