Checkpoint Purchase Order Agreement

Welcome to Future Primitive, Inc. ("Checkpoint", "we" or "us"). PLEASE READ THIS PURCHASE ORDER AGREEMENT (THIS "AGREEMENT") CAREFULLY. THIS AGREEMENT IS A LEGAL AGREEMENT BETWEEN US AND THE PERSON OR ENTITY LISTED AS THE BUYER ("YOU" OR THE "BUYER") THAT GOVERNS THE PURCHASE OF THE PRODUCT (AS DEFINED BELOW). BY CLICKING "I AGREE" AND/OR SUBMITTING YOUR ORDER, YOU REPRESENT THAT YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT AND THAT YOU HAVE THE AUTHORITY TO ACT ON BEHALF OF THE BUYER.

1. Order and Acceptance.

(a) Offer. You may order the Checkpoint product(s) described in the applicable order form (the "Product"). Each order you submit ("Order") constitutes an offer to purchase the Product. Orders are submitted, and the offer is made, when you have provided all of the information requested as part of the ordering process.

(b) Registration Information. When you place an Order for the Product, you will be required to provide certain information in connection with your purchase, such as your name, delivery address and billing information. You represent and warrant that all such information is complete and accurate, and you will ensure that such information is kept current. Checkpoint will have no responsibility or liability for inaccurate information or information that later becomes outdated and will have no obligation to make efforts to determine the correct contact or delivery information. You may be able to update your information prior to shipment of the Product by sending an email to cni.pf@tniopkcehc.

(c) Acceptance. Orders are subject to our acceptance and may be rejected at any time prior to delivery for any reason at our sole discretion. If we reject your offer, we will, as your sole and exclusive remedy and our sole and exclusive obligation, refund the Purchase Price. We will send you an email to the email address provided by you during the ordering process to indicate whether your Order has been accepted or rejected.

2. Restrictions on Sale; Right of Cancellation.

We reserve the right to: (a) limit the number of Products sold to a certain number; (b) limit the number of Products sold to any person or entity, and (c) cancel your Order at any time, even after it has been accepted, and provide you a refund of the Purchase Price (defined below). You must be at least 18 years old to offer to purchase a Product. By agreeing to this Agreement, you represent and warrant to us that you are at least 18 years old.

3. Payment.

The purchase price for the Product is as set forth in the applicable order form ("Purchase Price"), excluding taxes, duties, and official or government fees. You will be solely responsible for any such taxes, duties and fees. You will be charged the full amount of the Purchase Price, together with any applicable taxes, duties, and fees, at the time you place your Order for the Product. Your placing of the Order constitutes your express agreement for Checkpoint to charge your provided payment method at such time.

4. Refunds.

All refunds will be credited back to the same payment method used to pay the Purchase Price and are exclusive of any processing or postage fees previously paid by you. Once you place your Order, the Order is final, non-cancelable, and non-refundable, except as otherwise expressly specified in this Agreement or as required by applicable law.

5. Shipment and Delivery.

Following acceptance of your Order, Checkpoint will use commercially reasonable efforts to ship the Product in a timely manner. Checkpoint will notify you when the Product has been shipped and provide applicable tracking information. Checkpoint will, on your behalf, coordinate the shipment of your Product to you; the cost for shipping will be mutually agreed by you and Checkpoint. You agree that this is a shipment contract under which Checkpoint will coordinate the shipping of the Product to you via a third-party common carrier. You agree that delivery of the Product, including the transfer of title and risk of loss to you, will occur at the time your Product is loaded onto the common carrier's transport (i.e., FOB shipping point).

6. Inspection and Acceptance.

You will have five (5) business days following delivery of the Product to inspect the Product for visible defects or non-conformity with the Order (the "Inspection Period"). If you determine that the Product is defective or non-conforming, you must provide written notice to Checkpoint prior to the expiration of the Inspection Period, which notice shall include a reasonably detailed description of the defect or non-conformity. If you fail to provide such notice within the Inspection Period, the Product will be deemed accepted by you. If Checkpoint confirms, in its reasonable discretion, that the Product is defective or non-conforming, Checkpoint will, at its sole option, either replace the defective or non-conforming Product or refund the Purchase Price for such Product, which shall constitute your sole and exclusive remedy with respect to any such defect or non-conformity. Any Product returned to Checkpoint without prior written authorization shall not be accepted and will be returned to you at your expense.

7. Terms and Conditions.

Your purchase and use of the Product will be subject to this Agreement, including the specific terms and conditions set forth below (the "Initial Terms"). The purchase and use of the Product may also be subject to additional terms and conditions (the "Additional Terms" and with the Initial Terms, the "Terms and Conditions"), which may be provided by Checkpoint at or prior to the time that the Product is delivered. You agree that the Terms and Conditions are applicable to you and your use of the Product:

(a) Compliance with Documentation and the Terms and Conditions. You agree to use the Product only in conformance with the user manuals and the reasonable direction and specifications provided by Checkpoint (the "Documentation"), and in no other manner. If you fail to use the Product in conformance with the Documentation, the Product may not operate properly.

(b) Privacy. If you provide information for the Order of the Product, Checkpoint will not use such information except as necessary or helpful to fulfill your order, as expressly set forth in this Agreement, or as set forth in the Checkpoint Privacy Policy located at: https://checkpoint.pictures/privacy. Checkpoint may use such information to create aggregate data that does not identify any specific individual or entity, and it may publish or otherwise provide such aggregate data to its commercial partners.

8. Intellectual Property.

Checkpoint and its licensors own all intellectual property rights in the Product. Checkpoint reserves all rights in and to the Product not granted expressly in this Agreement or such other additional license terms.

9. General Disclaimer.

EXCEPT AS EXPRESSLY SET FORTH IN SECTION 6, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PRODUCTS ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND CHECKPOINT HEREBY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE PRODUCT, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS.

10. Limitation of Liability.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL CHECKPOINT BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER, ARISING OUT OF OR RELATED TO THE ORDER OR THIS AGREEMENT OR YOUR USE OF OR INABILITY TO USE ANY PRODUCT, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF CHECKPOINT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. IN NO EVENT WILL CHECKPOINT'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW) EXCEED THE AMOUNTS PAID BY YOU FOR THE PRODUCT(S) PURCHASED BY YOU. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

11. Indemnification.

You agree to indemnify and hold Checkpoint, its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (collectively, the "Checkpoint Parties") harmless from any losses, costs, liabilities and expenses (including reasonable attorneys' fees) relating to or arising out of: (a) your use of, or inability to use, the Product; (b) your violation of this Agreement; (c) your violation of any rights of another party; or (d) your violation of any applicable laws, rules or regulations. Checkpoint reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Checkpoint in asserting any available defenses. This provision does not require you to indemnify any of the Checkpoint Parties for any unconscionable commercial practice by such party or for such party's fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Order or Product.

12. Force Majeure.

Neither party will be liable to the other for any failure to perform its obligations due to an event beyond the control of such party, including, but not limited to, any Act of God, terrorism, war, political insurgence, insurrection, riot, civil unrest, act of civil or military authority, uprising, earthquake, flood or any other natural or man-made eventuality outside of that party's control, which causes the termination of an agreement or contract entered into, or which could not have been reasonably foreseen. Any party affected by such event will inform the other party and use all reasonable endeavors to comply with this Agreement.

13. Entire Agreement; Survival.

This Agreement represents the entire agreement governing your Order of the Product, and any prior agreements have no force or effect. All provisions of this Agreement which by their nature should survive, will survive termination, including without limitation, ownership provisions, disclaimers, indemnification, and limitation of liability.

14. Waiver; Severability.

Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. If for any reason a court of competent jurisdiction finds any portion of this Agreement to be unenforceable, the remainder of this Agreement will continue in full force and effect.

15. Dispute Resolution.

Please read the following arbitration agreement in this Section ("Arbitration Agreement") carefully. It requires you to arbitrate disputes with Checkpoint and limits the manner in which you can seek relief from us.

(a) Applicability of Arbitration Agreement. You agree that any dispute, claim, or request for relief relating in any way to your access or use of the Product, or to any aspect of your relationship with Checkpoint, will be resolved by binding arbitration, rather than in court, except that (1) you may assert claims or seek relief in small claims court if your claims qualify; and (2) you or Checkpoint may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall apply, without limitation, to all disputes or claims and requests for relief that arose or were asserted before the effective date of this Agreement or any prior version of this Agreement.

(b) Arbitration Rules and Forum. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your dispute or claim or request for relief to address at 660 4th Street #657 San Francisco, CA 94107. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims, counterclaims, or request for relief under $250,000, not inclusive of attorneys' fees and interest, shall be subject to JAMS's most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other disputes shall be subject to JAMS's most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS's rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. If the arbitrator finds that you cannot afford to pay JAMS's filing, administrative, hearing and/or other fees and cannot obtain a waiver from JAMS, Checkpoint will pay them for you. In addition, Checkpoint will reimburse all such JAMS's filing, administrative, hearing and/or other fees for disputes, claims, or requests for relief totaling less than $10,000 unless the arbitrator determines the claims are frivolous. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the country where you live or at another mutually agreed location. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

(c) Authority of Arbitrator. The arbitrator shall have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to, any assertion that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and Checkpoint. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum's rules, and the Agreement (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.

(d) Waiver of Jury Trial. YOU AND CHECKPOINT HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Checkpoint are instead electing that all disputes, claims, or requests for relief shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 15(a) above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

(e) Waiver of Class or Other Non-Individualized Relief. ALL DISPUTES, CLAIMS, AND REQUESTS FOR RELIEF WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If a decision is issued stating that applicable law precludes enforcement of any of this subsection's limitations as to a given dispute, claim, or request for relief, then such aspect must be severed from the arbitration and brought into the State or Federal Courts located in the State of Delaware. All other disputes, claims, or requests for relief shall be arbitrated.

(f) 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: cni.pf@tniopkcehc, within 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your Checkpoint username (if any), the email address you used to set up your Checkpoint account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.

(g) Severability. If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.

(h) Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Checkpoint.

(i) Modification. Notwithstanding any provision in this Agreement to the contrary, we agree that if Checkpoint makes any future material change to this Arbitration Agreement, you may reject that change within thirty (30) days of such change becoming effective by writing Checkpoint at the following address cni.pf@tniopkcehc.

16. Assignment.

This Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Checkpoint's prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.

17. Exclusive Venue.

To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and Checkpoint agree that all claims and disputes arising out of or relating to this Agreement will be litigated exclusively in the state or federal courts located in New Castle County, Delaware.

18. Governing Law.

This Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of Delaware, consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

19. Notice.

Where Checkpoint requires that you provide an e-mail address, you are responsible for providing Checkpoint with your most current e-mail address. In the event that the last e-mail address you provided to Checkpoint is not valid, or for any reason is not capable of delivering to you any notices required/permitted by this Agreement, Checkpoint's dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Checkpoint at the following address: 660 4th Street #657 San Francisco, CA 94107. Such notice will be deemed given when received by Checkpoint by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.

20. Consent to Electronic Communications.

The communications between you and Checkpoint use electronic means, whether you visit our website or send us emails, or whether we post notices on our website or communicate with you via e-mail. For contractual purposes, you (1) consent to receive communications from Checkpoint in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Checkpoint provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.