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1.      PARTIES This ChimeraXR Product Loan Agreement (“Agreement”) is made on 19 April 2021 by and between: ChimeraXR Inc, (company ID:1237943-1) having its registered office at 2450 Victoria Park Ave, Toronto, ON, M2J 4A2 “ChimeraXR”), and (Fill in blank below), (company ID: fill in below) having its registered office at (Fill in below)  (“Company”).

ChimeraXR and Company together are known as the Parties.

2. DELIVERY AND USE 2.1. “Products” means the following software deliverables or hardware devices (with accompanying material if applicable):

2.2. Subject to the Company’s compliance with the terms and conditions of this Agreement, ChimeraXR grants to the Company, solely for the Term, a non-transferable, non-sublicensable, non-exclusive limited license to use the Products solely for internal evaluation and testing of the Products by Company and for demonstration of the Products by the Company. Except for this limited license, there are no other rights or licenses granted under this Agreement, whether expressly, by implication, estoppel or otherwise.

2.3. The Products and any intellectual property rights relating thereto remain the property of ChimeraXR or its suppliers. The Company must not resell, copy, modify, improve, reverse engineer, decompile, disassemble or otherwise seek to gain access to proprietary knowledge of ChimeraXR embodied in the Products, or take any other actions inconsistent with ChimeraXR's and its suppliers' rights and title thereto. 2.4. The Company shall use and store the Products with due care and in accordance with the instructions provided by ChimeraXR. Upon receipt of the Products, the Company bears the risk of all loss or damage to such items until returned to ChimeraXR.

2.5. The Products are being provided on an ‘as is’ basis and ChimeraXR expressly disclaims any warranties, whether express or implied, of non-infringement, merchantability and fitness for a particular purpose. Use of the Products is at the sole risk of the Company.

2.6. During the Term, ChimeraXR may at its option update, repair or replace the Products and/or provide training or technical support to the Company at no cost to the Company but ChimeraXR is not obliged to do so.

3. FEEDBACK AND CONFIDENTIALITY

3.1. If any feedback, comments, and suggestions for improvements concerning the user experience and functionality of the Products (“Feedback”) is given, the Company irrevocably transfers and assigns to ChimeraXR all of Company's right, title, and interest in and to all Feedback and any intellectual property rights related thereto.

3.2. The Products and related materials and disclosures, including without limitation any Feedback, are confidential information of ChimeraXR. The Company will use any ChimeraXR confidential information only for the purposes of this Agreement and providing Feedback. The Company will restrict access to ChimeraXR confidential information to such personnel and professional advisors who need to know the same for the purposes of this Agreement.

3.3. The confidentiality obligations set out in this Section 3 shall not apply to any material or information: (i) that is generally available or otherwise public, other than if it is public through a breach of this Agreement by the Company; or (ii) that the Company has received from a third party without any obligation of confidentiality; or (iii) that was in the possession of the Company prior to receipt of the same; or (iv) that the Company has independently developed without using material or information received from ChimeraXR.

4. LIMITATION OF LIABILITY 4.1. Neither Party shall be liable for any indirect or consequential damages, provided however that his limitation of liability shall not apply to: (i) personal injury or death; (ii) willful misconduct or gross negligence; or (ii) breaches of confidentiality obligations.

5. TERM AND TERMINATION 5.1. The term of the product loan will be 15 days or less from receipt of the unit. 5.2. This Agreement remains in effect until terminated in accordance with Section 5.2 below (“Term”).

5.3. Either Party is entitled to terminate this Agreement for convenience with immediate effect upon written notice to the other Party at any time in which case the Term terminates simultaneously. At the end of the Term, the Company will immediately return the Products to ChimeraXR and remove any and all ChimeraXR confidential information from its systems.

5.4. Sections 2.3, 2.5, 3, 4, 5 and 6 will survive any termination or expiration of this Agreement.

6. MISCELLANEOUS 6.1. Notices required under this Agreement shall be made in writing and delivered personally, by registered mail, by courier, or by email to the contact person. Contacts for notices are: ChimeraXR: Taylor McCubbin taylor@ChimeraXR.com Company: (Fill in below)

6.2. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior negotiations and agreements relating to the subject matter.

6.3. Amendments to Agreement must be in writing and signed by the authorized representatives of both Parties. A waiver is not valid or binding on the Party granting that waiver unless made in writing and signed by the authorized representatives of both Parties. If any provision of Agreement is declared void or unenforceable, such provision will be deemed to be severed from this Agreement, and this Agreement will, in all other respects, remain in full force and effect.

6.4. Neither Party may assign the Agreement or any of its rights and obligations, without a prior written consent of the other Party.

7. GOVERNING LAW AND DISPUTE RESOLUTION This Agreement is governed by the laws of the Province of Ontario excluding its rules for choice of law. The parties hereby submit to the exclusive jurisdiction of the state and federal courts having jurisdiction in Ontario, Canada for the resolution of any dispute, controversy or claim arising out of or relating to this Agreement or to the validity, breach or termination of this Agreement.

8. SIGNATURES 8.1. This Agreement may be executed in one or two counterparts as an original or by email delivery of a scanned data file (each of which will be deemed an original but all of which together will constitute one and the same instrument). 

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Ninth Company Representative Name

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Company Name *

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Tenth Company Representative Name

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Parent(s) or Court-Appointed Legal Guardian(s) must sign for any participating minor (those under 18 years of age) and agree that they and the minor are subject to all the terms of this document, as set forth above.


By signing below the Parent or Court-Appointed Legal Guardian agrees that they are also subject to all the terms of this document, as set forth above.
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I certify that I am 18 years of age or older
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