PREORDER LEGAL TERMS AND CONDITIONS

Last modified May 25, 2023

AGREEMENT TO OUR PREORDER LEGAL TERMS

We are Autonomous Solutions, Inc., doing business as "VenHub" and VenHub.com (“VenHub,” "Company," "we," "us," "our"), a Wyoming corporation, with an address at  1712 Pioneer Ave suite 123, Cheyenne, WY 82001, USA, Suite 123, Cheyenne, WY 82001.

We are developing an autonomous shopping robotic store (the "Module"), as well as any other related products and services that refer or link to these legal terms (the "Legal Terms") (collectively, the "Services").

You can contact us by phone at (+1)818-287-0333, by email at Support@VenHub.com, or by mail to 1712 Pioneer Ave suite 123, Cheyenne, WY 82001, USA, Suite 123, Cheyenne, WY 82001, United States.

You are entering into a preorder agreement for a preorder of a Module (the “Preorder Agreement”).  These Legal Terms constitute a legally binding agreement made between you, whether personally or on behalf of an entity ("you"), and the Company. You agree that by entering into the Preorder Agreement, you have read, understood, and agreed to be bound by all of these Legal Terms, which are incorporated by reference into the Preorder Agreement.

We recommend that you print a copy of these Legal Terms for your records.

1. Intellectual Property Rights

Our intellectual property

We are the owner or the licensee of all intellectual property rights in the Modules and related products and services, including all source code, databases, functionality, software, and hardware. website designs, audio, video, text, photographs, and graphics included therein (collectively, the "Content"), as well as the trademarks, service marks, and logos contained therein (the "Marks").

Our Content and Marks are protected by copyright and trademark laws (and various other intellectual property rights and unfair competition laws) and treaties in the United States and around the world.

The Content and Marks are provided “AS IS" for your personal, non-commercial use or internal business purpose only.

Your use of our Content and Marks

Except as set out in this section or elsewhere in our Legal Terms, no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

If you wish to make any use of the Content or Marks other than as set out in this section or elsewhere in our Legal Terms, please address your request to: Support@VenHub.com. If we ever grant you the permission to post, reproduce, or publicly display any part of our Content, you must identify us as the owners or licensors of the Content and Marks and ensure that any copyright or proprietary notice appears or is visible on posting, reproducing, or displaying our Content.

We reserve all rights not expressly granted to you in and to the Content and Marks.

Any breach of these Intellectual Property Rights will constitute a material breach of our Legal Terms and your right to use the Content and Marks will terminate immediately.

2. Purchases and Payment

We accept the following forms of payment:

-  Visa

-  Mastercard

-  American Express

-  Discover

-  ACH

You agree to provide current, complete, and accurate purchase and account information for all payments made. You further agree to promptly update account and payment information, including email address, payment method, and payment card expiration date, so that we can complete your transactions and contact you as needed. Sales tax will be added to the price of purchases as deemed required by us. We may change prices at any time. All payments shall be in US dollars.

3. Privacy Policy

We care about data privacy and security. Please review our Privacy Policy located at www.venhub.com. You agree to be bound by our Privacy Policy, which is incorporated into these Legal Terms.

4. Term and Termination

These Legal Terms shall remain in full force and effect while the Preorder Agreement is in effect.

5. Governing Law

These Legal Terms are governed by and construed in accordance with the laws of the State of Texas applicable to agreements made and to be entirely performed within the State of Texas, without regard to its conflict of law principles.

6. Dispute Resolution

Informal Negotiations

To expedite resolution and control the cost of any dispute, controversy, or claim related to these Legal Terms (each a "Dispute" and collectively, the "Disputes") brought by either you or us (individually, a "Party" and collectively, the "Parties"), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least seventy-five (75) days before initiating the arbitration. Such informal negotiations commence upon written notice from one Party to the other Party.

Binding Arbitration

If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute (except those Disputes expressly excluded below) will be finally and exclusively resolved by binding arbitration. YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association ("AAA") and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes ("AAA Consumer Rules"), both of which are available at the American Arbitration Association (AAA) website. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules. If such costs are determined by the arbitrator to be excessive, we will pay all arbitration fees and expenses. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will make a decision in writing but need not provide a statement of reasons unless requested by either Party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable AAA rules or applicable law, the arbitration will take place in Austin, Texas, Texas. Except as otherwise provided herein, the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.

If for any reason, a Dispute proceeds in court rather than arbitration, the Dispute shall be commenced or prosecuted in the state and federal courts located in Austin, Texas, Texas, and the Parties hereby consent to, and waive all defenses of lack of personal jurisdiction, and forum non convenience with respect to venue and jurisdiction in such state and federal courts. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) are excluded from these Legal Terms.

In no event shall any Dispute brought by either Party related in any way to the Services be commenced more than one (1) year after the cause of action arose. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.

Restrictions

The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class-action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

Exceptions to Informal Negotiations and Arbitration

The Parties agree that the following Disputes are not subject to the above provisions concerning informal negotiations binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.

7. Disclaimer

TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE PRODUCTS AND SERVICES PROVIDED BY US UNDER THE PREORDER AGREEMENT AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF ANY PRODUCT, THE SERVICES' CONTENT OR THE CONTENT OF ANY WEBSITES OR MOBILE APPLICATIONS LINKED TO THE SERVICES AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

8. Limitations of Liability

IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM THE PREORDER AGREEMENT, YOUR USE OF ANY OF OUR PRODUCTS OR SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO $500.00 USD. CERTAIN US STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

9. Indemnification

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) use of our products or services; (2) breach of the Preorder Agreement or these Legal Terms; (3) any breach of your representations and warranties set forth in the Preorder Agreement or these Legal Terms; (4) your violation of the rights of a third party, including but not limited to intellectual property rights; or (5) any overt harmful act toward any other user of our services with whom you connected via the services. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

10. Electronic Communications, Transactions and Signatures

Using our services, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Services, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA OUR SERVICES. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

11. California Users and Residents

If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.

12. Contact Us

In order to resolve a complaint or to receive further information, please contact us at:

Autonomous Solutions, Inc.

1712 Pioneer Ave suite 123, Cheyenne, WY 82001, USA

Suite 123

Cheyenne, WY 82001

United States

Phone: (+1) 818-287-0333

support@venhub.com

13. Force Majeure

The obligations of you and VenHub under the Preorder Agreement or these Legal Terms (other than your payment obligations) will be suspended to the extent that such party is wholly or partially precluded from complying with its obligations under this Agreement by force majeure. Force majeure includes, but is not restricted to, fire, storm, flood, earthquake, explosion, accident, act of the public enemy, war, rebellion, insurrection, sabotage, outbreak, epidemic, public health emergency, quarantine restriction, labor dispute, labor shortage, transportation embargo or failure, curtailment or delay in transportation, act of God, act (including laws, regulations, orders, advisories, disapprovals or failure to approve) of any government or public health agency or authority, whether national, statewide, municipal, or otherwise, or any other event or circumstance beyond such party’s control.

14. Severability

If for any reason a court of competent jurisdiction finds any provision, or portion of the Preorder Agreement or these Legal Terms, to be unenforceable, the remainder of the Preorder Agreement or these Legal Terms, as the case may be, shall continue in full force and effect and the unenforceable provision shall be deemed to be modified solely to the extent necessary to make it enforceable.

15. Modification

The Preorder Agreement and these Legal Terms may not be modified, altered or amended unless expressly agreed to in writing and signed by VenHub.

16. No Waivers

The failure by VenHub to enforce any right or provision of the Preorder Agreement or these Legal Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of VenHub.

17. Assignment

You may not assign your rights under the Preorder Agreement or these Legal Terms without our express prior consent. VenHub may assign the Preorder Agreement or these Legal Terms in our discretion without your consent. Any assignment in violation of this Agreement will be null and void.

18. Delivery Date

The Company expressly disclaims any obligation or commitment to furnish any specific delivery dates or times until such time as a pre-production notice is issued and a purchase agreement containing specific timelines is executed and approved by all necessary parties. Subsequent to the execution of the purchase agreement, the Company may provide estimated delivery and production timelines to those individuals on the pre-order list, regardless of their tier status or position in the delivery queue, whether expressly stipulated or otherwise. All official communications regarding production, delivery, and installation schedules will be supplied by the Company solely in written form on Company letterhead, duly signed by the CEO or a member of the Board of Directors. Any representations or promises made outside of this formal process shall not be recognized as binding commitments or guarantees by the Company at any point in time

19. Entire Agreement

The Preorder Agreement, these Legal Terms, and our Privacy Policy will be deemed the final and integrated agreement between you and us on the matters contained in these Terms. It shall supersede all prior and contemporaneous representations, warranties, agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. In the event of any conflict between the Preorder Agreement, these Legal Terms, and our Privacy Policy, these Terms shall prevail.

20. Printed Agreement

A printed version of the Preorder Agreement, these Legal Terms and our Privacy Policy and of any notices given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to the Preorder Agreement, these Legal Terms and our Privacy Policy to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form

21. Pre-Order Tiers

The pre-order entry process is divided into three distinct tiers. Please note that the cost, configuration, and potential installation associated with each tier remain constant and will not fluctuate. The purpose of this tiered system is to establish an orderly and prioritized sequence of order fulfillment. This approach ensures equitable positioning for all purchasers and fosters transparency regarding their status in the production queue, anticipated delivery schedule, and installation prospects.

22. Payments, Procedure, and Productions

Approximately 90 days prior to the commencement of any pre-order production, the customer will receive an email and/or a physical mail notification delineating their product's placement in the queue. Subsequently, it becomes incumbent upon the customer to secure financing or consent to pay the total cost of the VenHub unit. Should the customer opt to rescind their order, all deposits will be reimbursed in accordance with this agreement and the stipulations of the Pre-Order Agreement. In instances where the customer requests to postpone or amend the production date, the company will strive to accommodate these changes. However, if alterations are made less than 30 days from the set delivery date, additional charges may be levied at the company's sole discretion.

For Tier 3 Pre-Orders, as the customer approaches their position in the production queue, a production notice will be issued. The customer will then be solicited to deposit a minimum of $5,000 towards the purchase of the VenHub unit. Upon receipt of the aforementioned funds by VenHub, the customer will be furnished with information concerning potential financing options that could aid in funding the entirety or a portion of the purchase. Please note, all financial arrangements are strictly between the customer and the financial institution of their choice.

Customers belonging to Tiers 1, 2, and 3 will, 90 days prior to production, receive a forward-moving agreement notice. Consequently, they will need to provide evidence of financing or demonstrate their capacity to pay for the VenHub Smart Store. Comprehensive information on payment procedures, technical specifications, ground and space requirements, and other relevant prerequisites will be dispatched to the customer. The customer is then obligated to ensure that their chosen installation site for the VenHub Smart Store complies with all specifications and requirements provided by VenHub and the Company.