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GIROPTIC
TERMS AND CONDITIONS

Last updated: May 17, 2016
Welcome to Giroptic.  We hope you are as excited about our photography revolution as we are, and we want you to understand what you can expect from us.  Giroptic Inc. (“Giroptic”, “we”, “us”, “our”) makes its HD camera and related products, accessories, tools, features, applications, players, newsletters, user guides, user forums, documentation, services, software development kit and hardware development kit (collectively, including any updates or upgrades, our “Products and/or Services”) available through Giroptic.com, 360.tv or other websites owned by Giroptic (collectively, “Sites”) or through our distribution partners.

The following Terms and Conditions, together with all referenced policies including our Privacy Policy and Copyright Policy and any additional or superseding terms relating to our Products and Services that we either post on our Sites, provide with the relevant Product or Service or to which you otherwise agree, all of which are incorporated by reference into these Terms and Conditions (collectively, the “Agreement”), governs your access to and use of our Products and Services and forms a legal agreement between you and us.  BY ORDERING, DOWNLOADING, ACCESSING OR USING (WHICHEVER COMES FIRST, the “EFFECTIVE DATE”) ANY OF GIROPTIC’s PRODUCTS OR SERVICES, YOU ARE ACCEPTING THIS AGREEMENT AND ALL OF ITS PROVISIONS.

1. Orders, Payment, Delivery, Acceptance and Returns through Giroptic.  If you order your Products or Services directly from Giroptic, the terms of this Section 1 will apply.  If you order or purchase the Products or Services through one of our distribution partners, then you must contact such distribution partner with respect to any issue regarding your order or purchase, and its terms for orders, payment, delivery, acceptance and returns will apply rather than this Section 1.  Upon submission of your order to Giroptic, we will process your payment and will accept your order upon verified payment.  Giroptic will fulfill orders according to the method (e.g., shipment, download), at the price and according to the time frame indicated on the order form.  For physical Products being shipped, Giroptic will provide an estimated range of delivery date, but is not responsible for performance by a third-party carrier.  Products and Services will be deemed accepted upon your receipt or access, unless within thirty (30) calendar days thereof (“Acceptance Period”), you contact our customer service department at Support@Giroptic.com detailing a defect in the applicable Product or Service.  Giroptic is committed to customer satisfaction and will work with you to correct any failure of a Giroptic Product or Service to meet our warranty as described in this Agreement and as determined in Giroptic’s sole discretion, including but not limited to replacing or repairing a Product or revising a Service, or if within the Acceptance Period, refunding any applicable fees paid to Giroptic.  Giroptic will provide instructions and pay shipping costs for physical Products returned under our warranty.  This process shall repeat itself until the applicable Product or Service is deemed accepted.  Should you have a question, experience difficulty or have a non-warranty related issue, you may also contact our customer service department at Support@Giroptic.com for assistance.  Giroptic is not required to accept returns other than under our warranty.  If Giroptic determines in its sole discretion that given the circumstances it will accept a non-warranty related return, such return would be at your shipping cost and risk, subject to a twenty percent (20%) restocking fee, and the returned Product must be in its original packaging and in condition suitable to be resold.

2. User Guides.  Giroptic provides a Quick Start Guide for its HD camera in the product packaging.  More detailed information for optimizing the HD camera and user guides for other Giroptic Products and Services are available online at 360.tv/start.  Giroptic is not responsible for any harm, liability or substandard result related to your use of a Giroptic Product or Service not in accordance with the applicable user guide or other documentation.

3. Compatibility.  As a convenience to our users, we try to design our Products and Services to be compatible with many products and services offered by other providers (“Third-Party Materials”), and may from time to time provide information about or links to Third-Party Materials.  Third Party Materials are not under the control of Giroptic, and links to Third-Party Materials do not indicate an association, affiliation or endorsement between the entities.  Giroptic makes no representation and assumes no liability for Third-Party Materials or their compatibility with Giroptic’s Products or Services.  Your use of Third Party Materials is at your own risk, cost and discretion and is governed by the terms and policies of the relevant third-party, including its privacy practices.  For example, our HD camera has a Wi-Fi enabled antenna, but you are solely responsible for selecting and providing a Wi-Fi connection.

4. Product Compliance.  Giroptic has filed with the U.S. Federal Communications Commission for compliance certification of our HD camera, and will update this section upon receipt.

5. Changes to Products or Services.  Giroptic reserves the right to enhance, discontinue, modify, replace or otherwise change any feature or functionality of any Product or Service at any time in our sole and absolute discretion, with or without notice, prior to Giroptic’s acceptance of your order if placed directly with Giroptic; provided that for continuing Services, Giroptic will not eliminate or substantially decrease any material functionality without providing you a reasonable opportunity to terminate the affected Service and receive a reasonable prorated refund for any pre-payment of the affected Service.  You agree that Giroptic shall not be liable to you or any third party for any such modification, suspension or discontinuance of our Services.

6. IP Ownership.  Giroptic and/or its suppliers or licensors retain all intellectual property rights and any other intangible rights embedded in, related to, used in the development of or otherwise in and to the Giroptic Products and Services, including but not limited to patents, copyrights, trademark rights, trade secrets, goodwill and moral rights, and all title to and ownership interest in any related software and/or documentation.  Your ownership of any physical Product, which for orders placed directly with us shall pass to you upon our delivery of such Product to a common carrier for shipment to you, is at all times subject to Giroptic’s and/or its suppliers’ or licensors’ intellectual property and other intangible rights.  You expressly agree you shall not use any Giroptic Product or Service to infringe the intellectual property rights or other intangible rights of Giroptic or any third party.  You agree not to remove or alter any proprietary or other marking on any Giroptic Product or Service or output thereof.


7. Licenses.

(a) End-Users.  Subject to the terms of this Agreement including any payment if applicable, Giroptic grants and will grant you a worldwide, non-exclusive, personal, non-transferable (except with respect to the lawful transfer of ownership of a physical Product), non-sublicensable, revocable limited license under Giroptic’s intellectual property rights (excluding any trademark rights) to use the Products and Services, and any embedded software in object code only, for lawful and intended end-user purposes.  You may not, and this license includes no right to, make, have made, copy, reproduce, edit, modify, make derivative works from, reverse engineer, deconstruct, disassemble or decompile (unless applicable law prohibits such restriction), sell or distribute (except with respect to the lawful transfer of ownership of a physical Product), publicly perform or display, any Giroptic Product or Service in part or in whole.

(b) Developers.  If you download or otherwise have been provided access by Giroptic to our Software Development Kit and/or Hardware Development Kit, then subject to the terms of this Agreement including any payment if applicable, Giroptic grants and will grant you a worldwide, royalty-free, non-exclusive, personal, non-transferable, non-sublicensable, revocable, limited license under Giroptic’s intellectual property rights to use the Software Development Kit and/or Hardware Development Kit, as applicable, and the source code provided with such kits, for lawful and intended purposes solely internally to develop applications, products and/or services that are compatible with Giroptic’s Products and Services (collectively, “Your Developments”), provided that you may copy, reproduce, edit, modify and make derivative works from the same as reasonably necessary during the development process and embed, incorporate, distribute, publicly perform and display the same as fully integrated in Your Development, but you may not otherwise distribute or sell the same (such as a stand-alone product) nor may you reverse engineer, deconstruct, disassemble or decompile the Products and Services unless prohibited by applicable law or as is reasonably necessary to conduct lawful and intended development as described above, and provided further that you shall give reasonable and clear notice on or within Your Development that: (i) Your Development is based on Giroptic’s™ source code and (ii) Giroptic™ is not affiliated with nor endorses you or Your Development.   You agree that Giroptic may list on its Sites or in other informational or promotional material: (i) that Your Development is based on Giroptic’s source code and (ii) your business name (first name and last initial if you are an individual), city, state, country and website address, and you hereby grant and will grant Giroptic a non-exclusive, worldwide, royalty-free, transferable, sublicensable (through multiple tiers of sublicenses including but not limited to Giroptic’s subcontractors) perpetual, irrevocable license under all intellectual property rights to do so.  The parties agree that the use of the other’s name as provided for in this subsection and any goodwill arising therefrom shall inure to the owner of such name, and upon request, each party will provide specimens of its usage and take corrective action as reasonably necessary to protect any trademark or other rights therein.  

(c) Non-critical use.  The licenses granted above by Giroptic shall not apply, and you agree not to use any Giroptic Product or Service, for any activities where the use or failure of the Products and Services could lead to death, personal injury, or environmental damage (such as the operation of nuclear facilities, air traffic control, or life support systems).  References to any use as a security feature are solely for convenience purposes for remote or delayed visibility; and the Products and Services are not suited nor licensed for use where the above-described harms could occur.


8. Your Content and Developments.  You retain any rights you may have in and to, and are solely responsible for, any images, photos, video, footage, sounds or other recordings you create utilizing Giroptic’s Products and/or Services and any writings, images, files or other materials you submit, upload, post to or otherwise transmit to or through our Sites or Services (collectively, “Your Content”), and in the case of developer licensees, Your Developments, subject at all times to Giroptic’s and its suppliers’ and/or licensors’ continuing rights in and to their respective intellectual property rights and other intangible rights.  Your Content, Your Developments and your use of the Giroptic Products and/or Services shall comply with our Acceptable Use Policy below.  Giroptic does not regularly review Your Content for inappropriate material, but reserves the right to do so in response to a reported concern or otherwise, and in its sole and absolute discretion, to temporarily or permanently remove, block or otherwise disable access to Your Content for any reason or no reason; however, Giroptic’s determination not to remove Your Content after a reported concern should not be construed as a determination of your rights in or authority to use such content and does not diminish or otherwise affect your indemnification obligations.  Giroptic also abides by the “Notice and Take Down” procedures as provided for by the U.S. Copyright Act.  You can read more about this process in our Copyright Policy.  You hereby grant and will grant Giroptic a non-exclusive, worldwide, royalty-free, transferable, sublicensable (through multiple tiers of sublicenses including but not limited to Giroptic’s subcontractors), perpetual, irrevocable license under all intellectual property and any other rights throughout the world (including but not limited to copyrights, patents, trademarks, trade secret, moral, publicity and privacy rights) to reproduce, store, modify (solely as reasonably necessary for technological purposes such as to resize for storage or transmission purposes but not to change the content thereof), distribute (through multiple tiers), publicly perform and display (per your direction) and otherwise use Your Content in order for Giroptic and its subcontractors to provide and enhance the Products and Services for you and other Giroptic users and for Giroptic to investigate and act upon any complaints regarding Your Content.  You expressly agree that Giroptic is acting as a passive conduit for you to share Your Content and that Giroptic has no obligation to retain Your Content for any period of time.  Please note that you may have access to content posted by other Giroptic users through our Sites or Services, and that such content may be owned by such users or other parties.  You agree that you will not (a) scrape, build databases, or otherwise create permanent copies of such content, or keep cached copies longer than permitted by the cache header; (b) copy, translate, modify, create a derivative work of, sell, lease, lend, convey, distribute, publicly display, or sublicense the same to any third party; (c) misrepresent the source or ownership; or (4) remove, obscure, or alter any copyright, trademark, or other proprietary rights notices; or falsify or delete any author attributions, legal notices, or other labels of the origin or source of material.

9. Acceptable Use Policy.  The following are examples of the kind of content and/or use that is illegal or prohibited by Giroptic.  Giroptic reserves the right to investigate and take appropriate legal action against anyone who, in Giroptic’s sole discretion, violates this provision or any other provision of the Agreement, including without limitation, removing the offending content from our Sites or Services, suspending or terminating the account of such violators and reporting you to the law enforcement authorities.  You agree to not use the Giroptic Products, Services and/or Sites to:

(a)    create or upload any content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically, or otherwise objectionable;

(b)    incite violence in any way;

(c)    harm minors in any way;

(d)    upload any content that you do not have a right to make available under any law or under contractual or fiduciary relationships;

(e)    create or upload any content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;

(f)    impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;

(g)    forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through our Sites or Services;

(h)    upload any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;

(i)    upload any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

(j)    disrupt the normal flow of dialogue, or otherwise act in a manner that negatively affects other users’ ability to enjoy the Sites or Services or is otherwise objectionable;

(k)    intentionally or unintentionally interfere with or disrupt the Sites, Services or servers or networks connected to the Sites or Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Sites or Services, including using any device, software or routine to bypass robot exclusion headers;

(l)    violate any applicable local, state, national or international law and any regulations having the force of law;

(m)    attempt to access or search the Sites, Services, user content or other content or scrape or download user content or other content from the Sites or Services, or otherwise use, upload content to, or create new links, reposts, or referrals in the Sites or Services through the use of any engine, software, tool, agent, device or mechanism (including automated scripts, spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Giroptic or other generally available third party web browsers;

(n)    incorporate the Services into your own products and/or services, rebrand or resell our Services, except if and as specifically provided for in Section 7(b) (Developers);

(o)    obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through the Sites or Services;

(p)    “stalk” or otherwise harass another; and/or

(q)    collect or store personal data about other users in connection with the prohibited conduct and activities set forth in paragraphs a through p above.


10. Feedback.  If you chose to submit comments, ideas or suggestions about Giroptic’s Products, Services or Sites (collectively, “Feedback”) to us, by doing so you thereby irrevocably assign to Giroptic any and all right, title and interest you may have in and to such Feedback.  To the extent such rights are not assignable, you thereby grant and will grant Giroptic an exclusive, worldwide, transferable, royalty-free, sublicensable (through multiple tiers of sublicenses including but not limited to Giroptic’s subcontractors) perpetual, irrevocable license under all intellectual property and any other rights throughout the world to use such Feedback in any manner whatsoever, and you irrevocably waive and agree never to assert any claim (including moral rights) against Giroptic, its subcontractors, licensees or assignees regarding such Feedback.  In no case shall Giroptic owe, nor shall you be entitled to, monetary or other compensation with respect to any Feedback.

11. Security.  Giroptic works hard to maintain the security of its Products, Services and Sites and implements security measures consistent with industry practice.  However, no measure of security is foolproof, so please keep this in mind when deciding the information and Your Content that you choose to utilize or provide through our Products, Sites and Services.  We cannot and will not be liable for third-party criminal intrusions into our Products, Sites and/or Services, despite our efforts to prevent the same.  We appreciate your help in notifying us at Support@Giroptic.com of any misuse of or vulnerabilities in our Products, Sites or Services should you encounter them.

12. Your Representations.  By submitting an order to Giroptic, you represent and warrant that you have the right to use any credit card(s) or other payment means used to initiate any transaction.  In all instances, you represent and warrant that: you have the legal authority to enter into this Agreement and grant the licenses hereunder; you are at least eighteen (18) years of age; Your Content and Your Developments (including your use or combination of the same with products or services provided by third-parties) do not infringe or violate the rights (intellectual property, publicity, privacy, moral, confidentiality or otherwise) of third parties; Your Content and Your Developments do not contain any materials (such as malicious software code or viruses) that may harm Giroptic’s or its users’ property; and your use of Giroptic’s Products, Services and Sites will comply with applicable law and regulations.  You agree to indemnify and hold harmless Giroptic, its officers, directors, shareholders, investors, agents, employees, subcontractors, licensors and affiliates and their officers, directors, shareholders, investors, agents and employees from and against any and all claims, liabilities, damages, losses, costs and expenses (including without limitation attorneys’ fees) that arise directly or indirectly out of or relating to Your Content, Your Developments or your breach or alleged breach of any provision of this Agreement.

13. Limited Warranty.

(a) Giroptic warrants that its physical Products will be free of defects in materials and workmanship, and its Products and Services will function in substantial compliance with the relevant accompanying documentation under normal use and service, for two (2) years from delivery or access of the same to or by the original end-user.  Exposure of the Product to excessive or unusual physical or electrical stresses (e.g., temperature, water pressure or impact), misuses, negligence or accidents, as determined in Giroptic’s sole discretion, will void this warranty.  If a Product or Service fails to meet this limited warranty and you purchased the Product or Service directly from Giroptic, or for out-of-warranty repairs, please contact our customer service department at Support@Giroptic.com; for warranty matters regarding Products or Services purchased through a distribution partner, please contact that distribution partner.  Giroptic will address any defect or non-compliance, and Giroptic may in its sole discretion and option: (a) repair or replace any defective or non-conforming Product, in whole or in part with new or refurbished parts, (b) revise or substitute any non-conforming Service with its functional equivalent, (c) refund the purchase price of the applicable Product less any rebates upon permitted return of the affected Product or (d) refund any pre-paid fees on a prorated basis for the affected Service upon termination of such Service.  Repaired or replaced Products, and revised or substituted Services, will be warranted for thirty (30) days or the remainder of the original warranty period, whichever is longer.  This is the sole and exclusive remedy by Giroptic should a Product or Service not meet this limited warranty.  Giroptic shall be responsible only for defects or non-conformities that it can reproduce in the execution environment, and shall have no liability for, and this limited warranty shall not apply to: (w) any Product or Service to which modifications or repairs have been attempted or made other than by Giroptic or its authorized representative, (x) any harm caused by using a Giroptic Product or Service with those provided by a third-party, (y) any Product or Service not used, operated or maintained in accordance with Giroptic’s documentation or the terms of this Agreement, (z) any Product for which the serial number has been altered, defaced or removed.  Giroptic’s limited warranty does not apply to any Third-Party Materials.

(b) EXCEPT AS PROVIDED FOR IN SECTION 13(a), AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GIROPTIC PROVIDES ITS PRODUCTS AND SERVICES “AS IS” AND “AS AVAILABLE”.  NEITHER GIROPTIC NOR ITS LICENSORS, SUBCONTRACTORS OR AFFILIATES MAKES ANY OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, REGARDING THE PRODUCTS OR SERVICES PROVIDED HEREUNDER, INCLUDING BUT NOT LIMITED TO ANY WARRANTY THAT THE OPERATION OF THE PRODUCTS AND SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR FREE OF VULNERABILITY TO INTRUSION OR ELECTRONIC ATTACK.  TO THE EXTENT NOT PROHIBITED BY APPLICALBE LAW, ALL IMPLIED WARRANTIES AS TO SATISFACTORY QUALITY, PERFORMANCE, MECHANTABILITY, FITNESS FOR PARTICULAR PURPOSE OR NONINFRINGEMENT ARE EXPRESSLY DISCLAIMED.  SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO SUCH LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.


14. Limitation of Liability.  TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT WILL GIROPTIC, ITS LICENSORS, SUBCONTRACTORS OR AFFILIATES BE LIABLE TO YOU FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS, REVENUE, SAVINGS, BUSINESS, DATA (INCLUDING WITHOUT LIMITATION TO ANY DATA ERASED BY GIROPTIC IN CONNECTION WITH THE REPAIR OR REPLACEMENT OF A PRODUCT) OR GOODWILL, HOWEVER CAUSED, WHETHER FOR BREACH OR REPUDIATION OF CONTRACT, TORT, BREACH OF WARRANTY, NEGLIGENCE, OR OTHERWISE ON ANY THEORY OF LIABILITY, WHETHER OR NOT GIROPTIC OR A LICENSOR, SUBCONTRACTOR OR AFFLIATE OF GIROPTIC WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES.  NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS AGREEMENT, GIROPTIC AND ITS LICENSORS, SUBCONTRACTORS AND AFFILIATES’ TOTAL LIABILITY TO YOU ARISING FROM OR IN RELATION TO THIS AGREEMENT OR GIROPTIC’S OR ITS SUBCONTRACTORS’ PERFORMANCE OF THE SERVICES SHALL BE LIMITED TO YOUR TOTAL PAYMENTS TO GIROPTIC FOR THE RELEVANT PRODUCTS AND SERVICES IN THE PRECEEDING ONE (1) CALENDAR YEAR.  IN NO EVENT WILL GIROPTIC OR ITS LICENSORS, SUBCONTRACTORS OR AFFILIATES BE LIABLE FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES.  THE FOREGOING LIMITATIONS SHALL NOT APPLY TO DAMAGES ARISING FROM DEATH OR PERSONAL INJURY TO PERSONS OR TANGIBLE PROPERTY IN ANY JURISDICTION WHERE SUCH LIMITATION IS PROHIBITED BY APPLICABLE LAW.  SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SUCH EXCLUSIONS MAY NOT APPLY TO YOU.

15. Basis of Bargain.  The parties acknowledge that Giroptic has set its prices in reliance upon the limitations of liability and the disclaimers of warranties and damages set forth herein, and that the same form an essential basis of the bargain between the parties.  The parties agree that the limitations and exclusions of liability and disclaimers specified in this Agreement will survive and apply even if found to have failed of their essential purpose.

16. Term.  This Agreement shall be effective from the Effective Date until it automatically terminates upon the date you no longer neither own a Product nor utilize a Service; provided that you may terminate any continuing Service at any time upon notice to Giroptic (prepaid Service fees are non-refundable unless termination is for failure of the Service to meet the warranty described in this Agreement and you have given Giroptic at least thirty (30) days notice of such failure and Giroptic has not remedied the Service pursuant to the warranty), and provided further that Giroptic may suspend or terminate this Agreement, in whole or in part, and/or your account at any time upon notice to you for your breach of this Agreement.  Upon termination of this Agreement, you agree to no longer use, and Giroptic may block or disable your usage of, any Giroptic Product or Service covered by this Agreement.  Sections 2, 3, 6, 7(b)(license to Giroptic only), and 8-22 of these Terms and Conditions, and any other provisions by their very nature including but not limited to our Privacy Policy and Copyright Policy, shall survive the expiration or termination of this Agreement.

17. Amendment.  Giroptic reserves the right to amend this Agreement, in whole or in part, from time to time, and Giroptic will date and post the most current version of this Agreement on the relevant Site.  The terms that will govern Giroptic’s Products and Services are those in effect on the date you order or purchase such Product or Service, provided that in the case of a continuing Service, Giroptic will take reasonable measures to notify such users and such changes will become effective fifteen (15) calendar days after such notification.  Your access or use of any of the Services after our notice will constitute your acceptance of such changes.  However, any dispute that arose before the amendment shall be governed by the Agreement that was in place when the dispute arose.

18. Assignment.  This Agreement applies only to you and may not be assigned or transferred by you except as part of your lawful transfer of ownership of a physical Product.  This Agreement shall be binding upon, and inure to the benefit of, the successors and assigns of the Giroptic and your permitted transferee.

19. U.S. Federal Agency Entities.  The Products and Services were developed solely at private expense and are or contain commercial computer software and related documentation within the meaning of the applicable U.S. Federal Acquisition Regulation and agency supplements thereto.

20. Governing Law.  This Agreement will be governed by and construed according to the laws of California, U.S.A. without regard to that body of law controlling conflicts of law.  The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.  The parties hereby agree that any dispute or claim arising out of the Agreement shall be submitted to arbitration with the American Arbitration Association (“AAA”) to occur in San Francisco County, California, U.S.A or other mutually agreeable arbitration service or location and shall be conducted in English.  Any arbitration agreement may be enforced in any court having jurisdiction over the parties and the subject matter of the arbitration.  The parties irrevocably submit to the non-exclusive jurisdiction of the courts located in San Francisco County, California, U.S.A.

1. Notice for California Users:  Under California Civil Code Section 1789.3, California users are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.  You may contact Giroptic at: Contact@Giroptic.com .

21. Export Control Regulations.  Neither party shall export or import, directly or indirectly, any Products, technical data, or software acquired or to be provided under this Agreement, or the direct product of any such technical data or software, to any country for which the United States government or any agency thereof, or the government of any other jurisdiction to which the Products may be shipped, at the time of export, requires an export or import license or other government approval, without first obtaining such license or approval.

2. General.  This Agreement is written in English and the governing language shall be English.  The use of the singular includes the plural and vice versa, as the context may require.  The headings used in this Agreement are for convenience of reference only and shall not in any way affect the interpretation of the provisions of this Agreement.  Giroptic shall not be liable for any alleged loss or damages resulting from failure to perform due to natural disasters, strikes, shortages of labor, acts of civil or military authority, energy crises, riots or other reasons beyond Giroptic’s reasonable control.  No waiver will be implied from conduct or failure to enforce rights.  If any part of this Agreement is found invalid or unenforceable, that part will be enforced to the maximum extent permitted by law and the remainder of this Agreement will remain in full force.  In case of conflict between these Terms and Conditions and any other Giroptic policy or statement on a Giroptic Site, these Terms and Conditions shall control, except if such policy or statement explicitly supersedes these Terms and Conditions or part thereof.  This Agreement represents the entire agreement between the parties relating to its subject matter and supersedes all other representations.