Terms and Conditions.

This Master Software and Hardware Agreement (“Agreement”) is entered into as
of _______________, 20__ (“Effective Date”), between Mieron, Inc., a Delaware corporation having
its principal place of business at 1750 E. Ocean Boulevard, Long Beach, California 90802 (“Mieron”)
and _______________________, a __________________, having its principal place of
business at ________________________ (“Customer”). In this Agreement, Mieron and Customer
may each be referred to as a “Party,” or may be referred to jointly as the “Parties.”
In consideration of the mutual promises, and upon the terms and conditions set forth below, the
Parties agree as follows, intending to be legally bound:
1. DEFINITIONS.
a. “Confidential Information” means (a) information of a Party, in all forms, which derives
economic value, actual or potential, from not being generally known to, and not being readily
ascertainable by proper means by other persons who can obtain economic value from its disclosure or use,
as well as (b) other information that is provided to or obtained by one party and that is valuable to the
other party and not generally known by the public. In the case of Mieron, Confidential Information
includes its Software, Documentation, Customizations, Updates, user interfaces, source and object code,
any documentation provided by Mieron to Customer relating to Mieron’s procedures, customers,
suppliers, business partners, inventions, designs, methods, systems, improvements, trade secrets, business
information, and other non-public information and products, all of which are deemed to constitute and
comprise trade secrets of Mieron.
b. “Customizations” mean features and capabilities added to the Software for the purposes
of supporting the Customer. All Customizations shall be owned solely by Mieron.
c. “Documentation” means any guides or instructions made available from Mieron
describing the functionality or operation of the Software, i.e., user manuals.
d. “Hardware” means any and all hardware specified in an Order Form, excluding any
Software installed thereon.
e. “Intellectual Property Rights” mean patents, design patents, copyrights, trademarks,
Confidential Information, know-how, trade secrets, moral rights, and any other intellectual property
rights recognized in any country or jurisdiction in the world.
f. “Order Form” means the applicable order form attached hereto as Exhibit A specifying
the initial order of Software and Hardware licenses, and related Services, which may be supplemented by
additional Order Forms agreed to by the Parties, each in the form of Exhibit A. All Order Forms are
hereby incorporated by reference into this Agreement as of the Effective Date of each Order Form. No
Order Form will be effective or binding until signed by authorized representatives of both Parties. Except
as set forth to the contrary in this Agreement, in which case this Agreement will govern, the Order Forms
will determine the scope and nature of the products and services provided by Mieron to Customer, and the
terms and conditions under which they will be provided. If the Parties have executed an Order Form,
such Order Form represents a binding commitment, and the issuance of a purchase order by Customer is
not necessary for Mieron to bill and collect the fees owed by Customer.
g. “Patient Data” means any de-identified data collected from patients participating in
virtual reality neurotherapy treatment.
112178100.1 2
h. “Services” means the work performed by Mieron pursuant to the Order Form.
i. “Software” means the computer software program(s) described in the applicable Order
Form in the form of Exhibit A attached hereto and which might otherwise be provided to Customer,
including Updates thereto and related Documentation licensed to Customer.
j. “Term” means one year from the Effective Date.
k. “Territory” means the Customer’s facility located at
_______________________________________________.
l. “Updates” means updates, corrections, modifications and/or functional enhancements to
the Software, including new versions of the Software.
2. PRICE AND PAYMENT. Customer shall pay Mieron the monthly fee and other specified
charges set forth in the applicable Order Form.
3. TAXES. Unless otherwise stated, Mieron’s fees do not include any taxes, levies, duties or
similar governmental assessments of any nature, including but not limited to value-added, sales, use or
withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively,
“Taxes”). Customer is responsible for paying all Taxes. If Mieron has the legal obligation to pay or
collect Taxes for which Customer is responsible under this paragraph, the appropriate amount shall be
invoiced to and paid by Customer, unless Customer provides Mieron with a valid tax exemption
certificate authorized by the appropriate taxing authority. For clarity, Mieron is only responsible for taxes
assessable against it based on Mieron’s income, property and employees.
4. LICENSE.
a. License Grant. In exchange for the payments identified in Section 2 and any applicable
Order Form and subject to the provisions of this Agreement, Mieron hereby grants to Customer, and
Customer hereby accepts, subject to the terms and conditions of this Agreement, a limited, non-exclusive,
non-transferable, non-assignable (except as detailed below), revocable license to use the Software and
Hardware specified in the applicable Order Form in the Territory during the Term. There are no implied
licenses under this Agreement and Mieron reserve all rights, title and interest in and to the Software and
Hardware not expressly granted to Customer under this Agreement. All Software licensed pursuant to
this Agreement is unpublished copyrighted material, trade secrets, proprietary data, and Confidential
Information of Mieron.
b. Restrictions. Customer is only permitted to use the Software on the Hardware licensed
from Mieron to Customer. Customer will not and will not allow a third party to: (i) decompile,
disassemble, reverse engineer, or otherwise attempt to derive, analyze or use any source code or
underlying ideas or algorithms related to the Software by any means whatsoever (except to the extent that
such restrictions are prohibited by applicable statutory law); (ii) remove or alter any product
identification, copyright or other notices; (iii) use or allow the use of the Software by or for the benefit of
third parties; (iv) incorporate any part of the Software into or with other software; (v) reproduce the
Software; (vi) sell, distribute, translate or market the Software; (vii) modify or create derivative works
based on the Software; (viii) install any other software on the Hardware, or modify or use the Hardware,
or install or use the Software on any hardware not provided by Mieron; or (iv) use the Software outside of
any field of use specified in the Order Form. Customer shall be responsible for any breach, compromise
or violation of this Agreement by any employees, consultants or independent contractors of Customer.
112178100.1 3
5. OWNERSHIP OF INTELLECTUAL PROPERTY.
a. Ownership. Customer acknowledges and agrees that Mieron owns, or is a licensee of, all
right, title and interest in and to all Software, Hardware, Customizations, Upgrades, user interfaces,
source code, object code, web pages, database designs, Documentation, data and related intellectual
property that make up Mieron’s virtual reality neurotherapy (including without limitation (i) all
copyrights and related rights in all source code, object code, web pages, documentation, and
enhancements (ii) all patent, trademark, copyright, trade secret, and other intellectual property rights
related thereto, (iii) all suggestions provided by Customer or its patients to Mieron relating to Mieron’s
products, services or line of business, and (iv) all rights in and to all Confidential Information of Mieron).
Customer agrees that it shall not obtain any rights in or to the Software, Hardware or related Intellectual
Property by virtue of this Agreement. Customer, on behalf of itself, and its patients, hereby grants to
Mieron an unlimited, perpetual, royalty free, fully paid up, irrevocable, worldwide right and license to use
all Patient Data in any manner whatsoever or for any purpose.
b. Modifications. To the extent Mieron creates Customizations, all such Customizations
shall be owned solely by Mieron.
6. DATA COLLECTION AND REPORTING. Customer agrees to provide Mieron with monthly
reporting of all the Patient Data Customer collected during the Term of this Agreement. Customer also
agrees to timely complete any surveys provided by Mieron to Customer.
7. CONFIDENTIALITY OBLIGATIONS.
a. Each Party will at all times keep confidential all confidential and proprietary information
of the other Party (“Confidential Information”), and will not use such Confidential Information for any
purpose other than the performance of their duties and obligations under this Agreement. Each Party will
use the same standard of care it uses in connection with its own Confidential Information (but in no event
less than reasonable efforts under the circumstances) to prevent unauthorized disclosure or use of
Confidential Information of the other Party.
b. For the purposes of this Agreement, “Trade Secret” means Confidential Information,
including a formula, pattern, compilation, program, device, method, technique or process that: (i) derives
independent economic value, actual or potential, from not being generally known to, and not being readily
ascertainable by proper means by, other persons who can obtain economic value from its disclosure or
use; and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.
The Parties’ agree that (iii) all specifications, designs, business plans, customer lists, supplier lists, pricing
information and documentation of Mieron, (iv) the Software and all source code, object code and user
interfaces, created or modified as part of the Services, (v) all network configurations, network and system
passwords and user identifiers, and business processes of Mieron, and (vi) all bug reports, security
vulnerabilities, capabilities and performance characteristics of any Services, system, network or Software
of Mieron will be deemed and treated as Mieron’s Trade Secrets. The Parties will use commercially
reasonable efforts to expressly identify any Confidential Information other than the foregoing that such
Party believes is a Trade Secret to the other Party in writing before disclosing such Confidential
Information. Absent such identification, the receiving Party will treat such Confidential Information as
Confidential Information and not as a Trade Secret.
c. Confidential Information will include (i) each Party’s Trade Secrets, (ii) the terms and
conditions of this Agreement, (iii) Mieron’s Software, Customizations, Upgrades and Documentation, (iv)
all such other documents labeled “CONFIDENTIAL” or “TRADE SECRET” or, identified as being
112178100.1 4
CONFIDENTIAL or TRADE SECRET verbally or in a writing that are provided to the other Party, and
(v) such other documents and information exchanged between the Parties that a reasonable person would
deem or consider confidential or trade secret under the circumstances. For avoidance of doubt, it is
agreed and understood that all Order Forms, Software, Documentation, Customizations, Upgrades,
inventions, customer lists, pricing information, business plans, user identifiers, passwords, security
procedures, source code, object code, network configurations, formulations, product plans, user
interfaces, system designs and requirements documents relating to Mieron or its Software, processes,
networks or systems will be deemed and treated as Confidential Information (and Trade Secrets) without
any further marking or designation requirement.
d. Notwithstanding the foregoing, Confidential Information will not include any document
or information that:
(i) becomes publicly known without breach of this Agreement and through no
wrongful action or inaction by any person under an obligation of confidentiality
with respect to such Confidential Information (including without limitation
employees, contractors and agents of Mieron or Customer);
(ii) is approved in writing for disclosure without restriction by a duly authorized
officer of the disclosing Party;
(iii) is intentionally released by the disclosing Party to the general public;
(iv) is independently developed by the receiving Party without reference to, or use of,
any Confidential Information of the disclosing Party or breach of this Agreement
or any Order Form;
(v) is required by law to be disclosed (provided that the receiving Party has given
prior written notice to the disclosing Party in time for the disclosing Party to seek
a protective order or similar legal protection and provided that the receiving Party
limits such disclosure to the minimum amount required by law under the
circumstances);
(vi) was lawfully in the possession of the receiving Party prior to disclosure by the
disclosing Party as demonstrated by pre-existing documentary evidence; or
(vii) is disclosed to the receiving Party by a third party who is not under an obligation
of confidence (direct or indirect) with respect to the Confidential Information
disclosed.
e. With respect to all Confidential Information that constitutes or includes Trade Secrets of
the other Party, the Parties’ confidentiality and non-use obligations shall remain in effect until such
information is no longer deemed a Trade Secret under applicable law or three years from the termination
or expiration of this Agreement, whichever is longer. With respect to all other Confidential Information,
the Parties’ confidentiality and non-use obligations shall remain in effect during the Term and for three
(3) years following the term nation or expiration of this Agreement.
f. Upon termination or expiration of this Agreement, each Party will (at the other party’s
option) destroy or return to the other Party all materials containing any Confidential Information of the
other Party in its possession or control provided, however, that neither Party shall have an obligation to
destroy any Confidential Information in files stored on backup media created in the ordinary course of
business prior to the time such backup media would be reused or destroyed according to the Party’s
ordinary disaster recovery and backup practices (provided that such files are promptly destroyed without
access, copying or use upon restoration from such backup media for any reason), and counsel for each
Party shall be entitled to keep a reasonable number of copies of any documents or materials such Party or
counsel anticipates may be required for litigation or regulatory purposes provided that all such retained
materials shall remain subject to the confidentiality and non-use provisions herein so long as such
112178100.1 5
materials are retained.
g. To the extent the Parties may have entered into, or may in the future enter into, any
separate nondisclosure agreement, business associate agreement, or other type of confidentiality
agreement, this Agreement and the separate agreement will be concurrent and construed together to give
each Party’s Confidential Information the maximum protection allowed under applicable laws.
8. AGREEMENT NOT TO SOLICIT. Both Parties agree that they will not, for a period of two
years (2) years after the date of terminating this Agreement, initiate contact with the other Party’s
employees or contractors in order to solicit, entice or induce any employee or contractor to terminate or
reduce an employment relationship and accept employment or consulting with the other Party.
9. DISCLAIMER OF WARRANTIES. MIERON MAKES NO OTHER EXPRESS OR
IMPLIED WARRANTIES OF ANY KIND WHATSOEVER TO CUSTOMER. THE SOFTWARE,
SERVICES AND HARDWARE ARE PROVIDED “AS IS” AND RESULTS ARE NOT
GUARANTEED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MIERON
DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT
LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT WITH RESPECT TO THE
SOFTWARE, SERVICES AND HARDWARE. WITHOUT LIMITING THE FOREGOING
PROVISION, MIERON MAKES NO WARRANTY THAT THE SOFTWARE OR HARDWARE WILL
BE ERROR-FREE OR FREE FROM INTERRUPTIONS OR OTHER FAILURES OR THAT THE
SOFTWARE OR HARDWARE WILL MEET CUSTOMER’S REQUIREMENTS. THE FOREGOING
PROVISION SHALL BE ENFORCEABLE TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW.
10. DISCLAIMER OF MAINTENANCE AND SUPPORT. Unless specifically stated in an Order
Form, this is not an agreement for the providing of maintenance and support to any Software produced or
modified in connection with the Services, and Mieron will have no obligation to update, modify, enhance,
maintain or provide any patches, corrections or fixes to any Software or Hardware products produced in
connection with the Services or provide support (either personally or electronically) except as indicated in
the Order Form, and Mieron hereby disclaims any obligation to provide the same.
11. LIMITED LIABILITY. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL
THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, SHALL MIERON BE LIABLE TO
CUSTOMER OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL,
PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT
LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER
FAILURE OR MALFUNCTION, OR FOR ANY AND ALL OTHER DAMAGES OR LOSSES, EVEN
IF MIERON SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE
FOREGOING PROVISION SHALL BE ENFORCEABLE TO THE MAXIMUM EXTENT
PERMITTED BY APPLICABLE LAW.
12. INDEMNITY.
a. Customer will defend, indemnify and hold Mieron harmless from and against all claims,
damages, liabilities, losses, expenses and costs (including reasonable fees and expenses of attorneys and
other professionals) arising out of or resulting from Customer’s (including, but not limited to, Customer’s
employees and independent contractors) or its patient’s :
112178100.1 6
i. breach of any warranty or other term, covenant or condition of this Agreement or
any applicable Order Form;
ii. intentional or grossly negligent act or omission;
iii. illegal act or omission, including, but not limited to, the violation of any statute,
ordinance, or regulation; and
iv. act or omission that results in personal injury (or death) or tangible or intangible
property damage (including loss of use).
b. The foregoing indemnification, defense and hold harmless obligations will run to the
benefit of Mieron and to its respective officers, directors, owners, shareholders, independent contractors
and employees, and its and their heirs, successors and assigns, and will survive any expiration or
termination of this Agreement for any reason.
13. TERMINATION.
a. Either Party may terminate this Agreement (including all Order Forms) if the other Party
breaches any material term of this Agreement and fails to cure such breach within thirty (30) days
following written notice thereof from the non-breaching party.
b. Mieron Rehab Pro software subscription term is for a one-year contract billed monthly.
c. Mieron may terminate this Agreement (including all Order Forms) at any time, for any
reason or no reason, upon at least five (5) days written notice to Customer.
d. Upon the expiration or termination of this Agreement for any reason: (i) Customer
will promptly deliver to Company all Software and Hardware; (ii) Customer will promptly deliver to
Mieron all Confidential Information and Patient Data in Customer’s possession or control; and (iii)
Customer will pay Mieron any accrued but unpaid fees due and payable to Mieron pursuant to Section 2.
e. All provisions of this Agreement that would, by their nature, survive termination of
this Agreement shall so survive any termination or expiration of this Agreement.
14. NOTICES. All notices, requests, consents, claims, demands, waivers and other communications
hereunder shall be in writing and shall be deemed to have been given (a) when delivered by hand (with
written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized
overnight courier (receipt requested); (c) on the date sent by facsimile or e-mail of a PDF document (with
confirmation of transmission) if sent during normal business hours of the recipient, and on the next
business day if sent after normal business hours of the recipient; or (d) on the third day after the date
mailed, by certified or registered mail, return receipt requested, postage prepaid. Such
communications must be sent to the respective Parties at the following addresses (or at such other
address for a Party as shall be specified in a notice given in accordance with this Section):
If to Customer:
If to Mieron: Mieron, Inc.
100 W Broadway, Suite 3000
Long Beach, California 90802
E-mail: Jessica@mieronvr.com
Attention: Jessica Maslin
112178100.1 7
15. MISCELLANEOUS.
a. No Agency. Nothing in this Agreement or in the course of dealing between Customer
and Mieron will create or be deemed to create between them a partnership, agency joint venture,
association, employment relationship or any other relationship other than an independent contractor
relationship.
b. Force Majeure. Neither Party shall be liable hereunder by reason of any failure or delay
in the performance of its obligations hereunder (except for the payment of money) on account of strikes,
shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, earthquakes, material
shortages or any other cause which is beyond the reasonable control of such Party.
c. Marketing; Publicity. Customer agrees to allow Mieron to state that the Customer is a
customer on its website and marketing materials and to use Customer’s logo on its website and
marketing materials in perpetuity. Mieron may issue press releases, white papers and case studies in text
and video that references the Customer and its license of the Software and/or Hardware to Customer.
d. Attorneys’ Fees. In the event of any litigation or arbitration of any quasi-judicial or
administrative proceeding brought by either of the Parties hereto to enforce any covenant, condition,
representation, warranty or provision of this Agreement, to rescind this Agreement, to enforce any
remedy available upon default hereunder, to interpret this Agreement, or seeking a declaration of the
rights of the Parties hereto, the substantially prevailing Party will be entitled to recover all costs and
expenses incurred in connection therewith, including reasonable attorneys’ fees and the costs of
reasonable investigation, preparation and professional or expert consultation incurred by reason of such
litigation, arbitration or proceeding. Sums actually expended in the prosecution or defense of any
litigation, arbitration or proceeding within the meaning of the foregoing sentence will be prima facie
evidence of reasonable attorneys’ fees, costs and disbursements
e. No Rule of Construction; Headings. Each Party has had the opportunity to consult with
counsel and has fully read this Agreement and understands its terms. No rule of construction shall be
applied in favor of one Party over the other based on which Party drafted any particular portion of this
Agreement. Any headings used in this Agreement (or any Order Form) are for convenience only and are
not intended to limit or change any substantive terms.
f. Governing Law; Venue and Jurisdiction. This Agreement shall be interpreted according
to the laws of California without regard to or application of choice-of-law rules or principles. The
Parties expressly agree that the United Nations Convention on Contracts for the International Sale of
Goods will not apply. Any legal action or proceeding arising under this Agreement will be brought
exclusively in the federal or state courts located in Los Angeles County, California and the Parties
hereby consent to the personal jurisdiction and venue therein.
g. Injunctive Relief. The Parties agree that monetary damages would not be an adequate
remedy for the breach of certain provisions of the Agreement, including, without limitation, all
provisions concerning infringement, confidentiality and nondisclosure, or restrictions on permitted uses
of the Software and/or Hardware. The Parties further agree that, in the event of such breach, injunctive
relief would be necessary to prevent irreparable injury. Accordingly, Mieron shall have the right to seek
injunctive relief or similar equitable remedies to enforce its rights under the pertinent provisions of the
Agreement, without limiting its right to pursue any other legal remedies available to it and without
having to post a bond.
112178100.1 8
h. Entire Agreement. This Agreement and any schedules or appendices hereto, as well as
all Order Forms executed by both Parties and referencing this Agreement, shall constitute the entire
agreement and contain all terms and conditions between Mieron and Customer with respect to the
subject matter hereof and all prior agreements, representations, and statement with respect to such
subject matter are superseded hereby. The terms of this Agreement shall control in the event of any
inconsistency with the terms of any Order Form. This Agreement may be changed only by written
agreement signed by authorized representatives of both Mieron and Customer.
i. No Waiver. No failure of either Party to exercise or enforce any of its rights under this
Agreement shall act as a waiver of subsequent breaches; and the waiver of any breach shall not act as a
waiver of subsequent breaches.
j. Severability. In the event any provision of this Agreement is held by a court or other
tribunal of competent jurisdiction to be unenforceable, that provision will be enforced to the maximum
extent permissible under applicable law, and the other provisions of this Agreement will remain in full
force and effect. The Parties further agree that in the event such provision is an essential part of this
Agreement, they will begin negotiations for a suitable replacement provision.
k. Counterparts. This Agreement may be executed in counterparts and delivered by
facsimile or electronic delivery, and all counterparts so executed and delivered shall constitute the fully
executed, binding and enforceable agreement, binding on the signing Party for all purposes.
l. Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of
the respective parties hereto, their respective successors and permitted assigns.
m. Assignment. Neither Party may, without the prior written consent of the other Party
(which shall not be unreasonably be withheld), assign this Agreement, in whole or in part, either
voluntarily or by operation of law, and any attempt to do so shall be a material default of this Agreement
and shall be void. Notwithstanding the foregoing, a Party may assign its rights and benefits and delegate
its duties and obligations under this Agreement without the consent of the other party (i) if necessary to
satisfy the rules, regulations and/or orders of any federal, state or local governmental agency or body or
(ii) in connection with a merger, reorganization or sale of all or substantially all relevant assets of the
assigning Party to which this Agreement relates; in each case provided that such successor assumes the
assigning Party’s obligations under this Agreement.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their
respective duly authorized representatives on the date first above written.
MIERON, INC.
By: ____________________________
Title: ___________________________
Date: ___________________________
CUSTOMER: ___________________
By: ____________________________
Title: ___________________________
Date: ___________________________
112178100.1 9
EXHIBIT A
ORDER FORM – No. ___
This Order Form (“Order Form”), effective as of the __ day of ____________, 20___ is entered
into pursuant to the Master Software and Hardware Agreement (“Agreement”).
1. Field of Use. The Software, Hardware and Services provided by Mieron to Customer shall only
be used in connection with virtual reality neurotherapy and patients using the Software and/or Hardware
must be properly supervised by Customer in a controlled and safe environment.
2. Software. Mieron shall provide the following Software to Customer:
Mieron software of experiences and access to customer support.
3. Hardware. Mieron shall provide the following Hardware to Customer:
Lenovo Mirage Solo VR Headset with Controller
All necessary charging cables
Mieron will prepay all shipping and insurance and will bill the charges at the time of shipping. Customer
is not buying the Hardware and Customer does not own the Hardware. Therefore, Customer may not
sell or otherwise transfer the Hardware, unless agreed to in writing by Mieron. Customer uses the
Hardware at all times at its own risk. Customer is not released from payment or other performance
obligations because of loss, damage to or destruction of the Hardware. At the end of the Term, Customer
must return the Hardware to Mieron in good, working condition.
4. Services. Mieron shall provide the following Services to Customer:
Supply of software and hardware.
• Email support from 8:00 AM PT to 5:00 PM PT Monday through Friday. Please use the
following email address: Jessica@mieronvr.com.
• Phone support from 8:00 AM PT to 5:00 PM PT Monday through Friday. Please use the
following telephone number: 626-466-9040 ext 701.
5. Additional Requirements. The Parties shall also comply with the following requirements (if
any):
User experience surveys as provided by Mieron
Joint press releases and/or the permissions granted to utilize Customer logo in Mieron PR
Pertinent Feedback
6. Payment. Customer shall pay Mieron as follows:
Customer agrees to pay Mieron a discounted monthly fee of $99 per headset license for
the Software, Hardware and Services identified in this Order Form. The monthly fee reflects a year long
commitment and contract term for the first year, expandable thereafter. Payment of the year in-full as one
payment qualifies for a 10% discount on subscription (hardware deposit excluded).
112178100.1 10
Customer agrees to pay a one-time non-refundable setup fee of $2550 per headset for the Hardware leasing.
[Customer authorizes Mieron to initiate a recurring monthly charge in the amount of $_____ to the
following credit card: ____________________________________ EXP DATE: ___/___ CVV: ______
Billing Name: ___________________________________ Billing Zip: ___________________________.
The charge will appear on Customer’s credit card statement. No other receipt, invoice or acknowledgement
will be provided by Mieron to Customer.]
[Customer’s monthly payments are due by the 1st day of each month. Non-credit card payments
should be sent to Mieron, Inc. 100 W Broadway, Ste 3000, Long Beach, CA 90802 Attn: A/R, and should be
made via check or money order. Customer may also pay Mieron via ACH, Bitcoin or other agreed
upon cryptocurrency.]
Without limiting any other remedies, payments received later than fifteen (15) days after they
become due will accrue late charges at a rate of one and one-half percent (1.5%) per month, or the maximum
rate allowed under law, whichever is lower, until the date paid.
7. Miscellaneous. The Agreement and this Order Form represent the entire understanding of the
Parties with respect to the subject matter hereof. This Order Form may not be amended or modified except in
a signed writing executed by authorized representatives of both Parties. All capitalized terms not defined in
this Order Form shall have the meaning set forth in the Agreement or, if there is no express definition in
either this Order Form or the Agreement, their ordinary meaning in the field of software development. This
Agreement may be executed in counterparts and delivered by facsimile or electronic delivery, and all
counterparts so executed and delivered shall constitute the fully executed, binding and enforceable
agreement, binding on the signing Party for all purposes.
IN WITNESS WHEREOF, the Parties have caused this Order Form to be executed by their
respective duly authorized representatives on the date first above written.
MIERON, INC.
By: ____________________________
Title: Jessica Maslin, President
Date: 3/26/2019
CUSTOMER: __________________
By: ____________________________
Title: ___________________________
Date: ___________________________