This Xina Beta Contract (“Agreement”) is entered in between Restaurant and Quartile 3 Robotics, LLC, a Florida limited liability company d/b/a Xina (“Xina”) as of the Effective Date.

Recitals

  1. Xina is developing an AI voice command and ordering software (referred to herein as the “Beta Product”) for its application in a restaurant. As a tester, You will receive hardware, system access, documentation, equipment, or other material from Xina, (the “Xina Materials”).
  2. The Beta Product is currently still in development and experimental form. You have agreed to test and evaluate the Beta Product in Your business in accordance with the terms of this Agreement to assist Xina in the completion of the Beta Product.

NOW THEREFORE, in consideration of the mutual covenants set forth herein, the parties hereby agree as follows:

Agreement

  1. Representations of Restaurant. You are participating in a Xina Beta program. The information You learn as a tester which is not generally known to the public or in the public domain is confidential and cannot be shared with any third party. This includes any errors or flaws of the Beta Product to be reported to Xina. You will not share any information learned to a Xina competitor. You will reasonably respond in a timely manner to Xina’s requests for feedback. Xina may use Your feedback, suggestions and comments to improve Xina. You will not be compensated for any betterments, improvements, or products resulting from Your feedback. A high speed internet connection is required to use Xina. You represent that You have a high speed bandwidth sufficient to process data needed for Xina.
  2. You agree to keep confidential and not disclose or discuss to any third party, except for the purpose and to the extent necessary to test such Xina Products with Your customers: (a) The Beta Product, (b) Xina Materials (c) Xina’s development or marketing plans that You learn about as part of Your participation as tester, (d) Your participation in the Beta program, and (e) verbal or written communications from Xina employees, agents, contractors or other representatives regarding the Xina Materials and the Beta Product. The confidentiality requirements continue until all of the above become publicly known.
  3. You will provide prompt feedback to Xina regarding the operation or use of Xina Materials when it is requested. This may include filing online reports, participating in telephone interviews, maintaining a record of problems or errors, providing suggestions and ideas, and responding to written surveys or email feedback that may be requested by Xina. You acknowledge and agree that Xina may use, disclose, reproduce, license, distribute and otherwise commercialize such feedback. You hereby grant to Xina all required licenses in Your feedback and the associated intellectual property rights to allow Xina to carry out these rights.
  4. Grant of License to Test. Subject to the terms and conditions of this Agreement, Xina hereby grants You a personal, nonexclusive, nontransferable and revocable license to use the Beta Product at Your restaurant. Your license will be valid only during the Term. You agree not to reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which are provided to You hereunder.
  5. Disclaimer of Warranties. You acknowledge and agree that: (a) the Beta Product is not complete, is in development and has not been commercially released; (b) the Beta Product may not be fully functional, and it is expected that it will contain errors, design flaws or other problems, including problems that may adversely impact the operation of Your existing Products; (c) the Beta Product may not be reliable during the time You are participating as a tester in the Xina Beta; (d) the Beta Product has not passed any required regulatory tests, including without limitation FCC, UL or other equivalent tests; (e) the Beta Product and its use may result in unexpected results, loss of data, electrical failures or other unpredictable damage or loss to You; (f) Xina is under no obligation to release a commercial version of the Beta Product; (g) You have received the necessary consents and approvals from the owner(s) of any premises where the products will be used/tested in the manner requested by Xina, to the extent required; and (h) Xina has the right to unilaterally abandon development of the Beta Product at any time and without any obligation or liability to You or any third party. You further acknowledge that the Payment Terms are at a significant discount during the Term as consideration for these disclaimers, and that THE BETA PRODUCT IS BEING SUPPLIED TO YOU “AS IS”. XINA MAKES NO WARRANTIES REGARDING THE BETA PRODUCT, EXPRESS OR IMPLIED, AND EXPRESSLY DISCLAIMS ALL SUCH WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
  6. You agree that Xina owns all right, title and interest in and to the Beta Product and in any and all intellectual property rights therein, including but not limited to any and all copyrights, patents, patent applications, trade secrets, trademarks and other intangible rights therein. You agree not to use Xina trademarks or other business names for any purpose, unless permitted in writing by Xina. You will not earn or acquire any rights or licenses under any copyrights, patents, trade secrets, trademarks or other intellectual property rights on account of this Agreement or Your performance under this Agreement. Xina Materials and Beta Products are and remain the sole property of Xina. Upon request of Xina, You will return any Xina Materials at the end of the Term.

You give Xina an unlimited license to use Your name, trademarks, recipes, menus and other intellectual property to show or sell the Xina Materials to other third parties or for use for Your benefit in using Xina Materials. Such information may be stored by Xina and may be used in social medial or other forums to advertise or promote You or Xina.

  1. Relationship & Scope. This Agreement does not create a partnership, joint venture or other relationship between You and Xina. Xina’s role shall be exclusively as an intermediary whereby Xina provides software permitting Your customers to place orders on their cellular phone or through a tablet. Xina collects money on Your behalf and transfers such money to You, less Xina’s fees and any other bank fees. Xina only accepts credit or debit cards through a third party credit card processing service which charges a fee that is passed on to You.
  2. Limitation of Liability. IN NO EVENT SHALL XINA BE LIABLE TO YOU OR ANY OTHER PARTY FOR DAMAGES OF ANY KIND ARISING FROM INSTALLATION OR USE OF THE BETA PRODUCT, WHETHER RESULTING FROM A TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, WARRANTY OR OTHER FORM OF ACTION, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, SPECIAL, INCIDENTAL AND CONSEQUENTIAL DAMAGES, OF ANY KIND ARISING IN ANY WAY OUT OF THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE PARTIES AGREE THAT THE FOREGOING LIMITATION OF LIABILITY IS MATERIAL TO THIS AGREEMENT.
  3. For purposes of this Beta test program, You agree to allow Xina, its employees or agents to contact You or Your employees regarding Xina. Xina may use, collect, or store information generated from Your testing and use of the Xina Materials being provided to You under this Agreement including voice data and recordings used to improve the overall voice command (“Usage Data”). Xina may disclose, share, redistribute, or publish such Usage Data.
  4. This Agreement will terminate automatically at the Term, unless You breach this Agreement, at which point the Term shall end immediately upon notice by Xina via email or writing to the address above. If Xina has not turned its service off to You, and You are still using the system, then this Agreement becomes terminable by either party at will.
  5. This Agreement may not be assigned by You without the prior written consent of Xina, and any attempt to assign without such consent shall be null and void. This Agreement shall be governed by the laws of the State of Florida, without reference to its conflict of law principles. Any action between the parties shall be brought in Miami-Dade County as the exclusive jurisdiction between the parties. This Agreement constitutes the entire agreement between You and Xina with respect to the subject matter hereof, and supersedes all prior oral or written understandings, communications or agreements not specifically incorporated herein. If any provision of this Agreement is found to be invalid or unenforceable pursuant to judicial decree or decision, the remainder of this Agreement shall remain valid and enforceable according to its terms. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The parties agree to signatures being electronic. You acknowledge that any breach of Your obligations under this Agreement with respect to the proprietary rights of Xina will cause Xina irreparable injury for which there are inadequate remedies at law, and, therefore, Xina will be entitled to equitable relief in addition to all other remedies provided by this Agreement or available at law or in equity. Equipment is being provided to You owned by Xina. You will be solely responsible for any damage or theft to the equipment and agree to pay for repairs or replacement of any damaged equipment, which may be deducted from the payments received on Your behalf through Xina. You will return all Xina Materials at the end of the Term.
  6. Payment Terms. You agree that Xina will be paid 2.5% of all sales made through Xina. Xina will collect payments through its payment center directly from Your customer. Xina will withhold its payment from the payments made by Your customers to Xina. Xina will then pay You the remaining amount received, less any other processing, servicing, or credit card fees due to third parties within ten (10) days. Fees by credit card processors and credit card companies may vary.
  7. Indemnification/Hold Harmless. You agree to indemnify, including all reasonable attorney’s fees and costs and hold harmless Xina for any injury caused or related to the services You provide to Your customers, including food or beverages served, Your employees or staff, false representations You or Your employees make concerning Xina, losses or claims related to misstatements concerning the food, beverages or prices contained in Xina, including allergies or other harms caused by non-disclosure of ingredients within Xina, and all other claims, except those arising out of intentional misconduct of Xina.
  8. Jury Waiver. To the fullest extent possible, You waive the right to a jury in any claim between the parties regardless of whether it arises from this Agreement, tort, fraud or any other action what-so-ever.