Professional Documents
Culture Documents
This FULLDOME CINEMA SALES AND PURCHASE AGREEMENT (“the Sales and
Purchase Agreement”) is entered into as of (the “Effective Date”) by and between
FulldomePro Co. Ltd., a company incorporated and registered under the laws of the Kingdom
of Thailand and having its office at 67 Moo 1, T. Baan Pong, A. Hang Dong, Chiang Mai,
50230, Thailand (the “Seller”), and, Infosys Technologies, a foreign entity, a company
incorporated and registered under the laws of the United Arab Emirates, and having its office
at 2401, Ontario Tower, Business Bay, Dubai, Dubai, United Arab Emirates, 66322 (the
“Buyer”). Seller and Buyer are each referred to as a “Party”, and collectively the “Parties.”
RECITALS
A. Seller’s business involves the development, sales, installation, training and content
distribution of full dome cinemas and licensing for both operating and content software
related to the full dome cinema. Buyer´s business involves digital content creation.
B. Seller wishes to sell to Buyer, and Buyer wishes to purchase from Seller, a full dome
cinema (the “Equipment”) as set forth in Exhibit “A” attached and incorporated to this
Agreement by reference.
C. Buyer wishes to license from Seller the Multimedia Software (the “Multimedia
Software”) as well as different projection content in the form of projectable shows (the
“Show(s)”). Terms of the licenses are described herein in Exhibits “B” and “C”
respectively attached and incorporated to this Sales and Purchase Agreement by
reference.
AGREEMENT
ARTICLE I - EQUIPMENT
1.1 Purpose
Seller hereby agrees to sell the Equipment to Buyer, and Buyer hereby agrees to purchase the
Equipment from Seller, on the terms stated in this Agreement.
1.2 Delivery
Equipment is sold and delivered as per Free Carrier (FCA) 2010 Incoterms. Accordingly, Seller
will handle Equipment ‘Cleared for Export’ to the agreed carrier. Seller will pay for freight
costs. Buyer will pay for its own import duties, taxes and customs as per final country of
destination of the Equipment.
1.5 Installation
(a) Installation comprises assembly and interconnection of the dome structure with the
projection, control, calibration, video and sound systems or components as well as
training of the Buyer’s team in how to install, take care of and operate the Equipment
(the “Installation”).
(b) The Installation cost is included in the purchase price, as well as travel expenses
(airfare, local transport, meals, visas and accommodation) for the Installation team.
b) Additionally, Buyer agrees and accepts to fill out and send to the Seller, ahead of the
Installation date the Pre-Installation Checklist as supplied by the Seller by email to the
appointed Project Manager or responsible professional. Buyer agrees to strictly comply
with all requirements, including the submission of the Pre-Installation Checklist and
acknowledges that non-compliance will give rise to extension and/or rescheduling of
installation to a date suitable to the Seller, with all associated costs to be born
exclusively by the Buyer. During this period of time, the Buyer shall be responsible for
the safety of any Equipment left on site.
c) The Pre-Installation check list shall be filled out and signed by the Buyer´s Project
Manager or appointed professional who will oversee the Installation and returned to the
Seller by email, at least 15 days before the installation date.
1.8 Showcase
Buyer agrees that Seller can film or record installation process for technical and showcase
purposes. Furthermore, Buyer agrees that as a part of Seller’s marketing, Seller can display
Buyer’s name and logo, as a part of a project showcase, on its website or printed materials.
Seller will always request Buyer’s approval before releasing any footage or publishing any
photos associated with Buyer’s premises, personnel or trademarks.
1.9 Training
Seller will provide training on how to assemble, care for and operate the Equipment and its
individualized components at Buyer’s location during and/or immediately after the installation
date as outlined in Exhibit “A”. Training is considered accepted and satisfactory when Buyer
signs the Certificate of Acceptance in substantially the form of Exhibit “E” attached and
incorporated by reference to this Agreement.
1.14 Territory
This agreement is valid for and within the territory of the Kingdom of Saudi Arabia. Buyer
shall not assign, resell, lease, distribute the Equipment, including the Multimedia Software
licensed in Exhibit ‘B” and the Show(s) licensed and described in Exhibit “C” within or outside
of the territory, without the written approval of Seller.
2.1 License
Seller shall provide Buyer all necessary licensing to the Multimedia Software on the terms
contained in Exhibit “B” attached and incorporated by reference. Buyer’s right to license the
Multimedia Software from Seller is non-exclusive and is non-assignable.
3.1 Warranty
Seller warrants the Equipment, Multimedia Software and Show(s) as provided in Exhibits “B”,
“C” and “F” attached and incorporated into this Agreement.
3.2 Confidentiality
(a) Buyer will not disclose any information about the Equipment or the Multimedia
Software that Seller deems to be confidential (“Confidential Information”) to any third
party without the written consent of Seller, unless such disclosure is in the reasonable
opinion of Buyer’s legal counsel, required to be disclosed by applicable law.
(b) Confidential Information shall not include information about the Equipment or the
Multimedia Software (i) that is, at the time of receipt, available to the general public,
(ii) which, following receipt, becomes available to the general public through no fault
of Buyer, or (iii) which Buyer can demonstrate was in its possession before receipt
from Seller.
(c) Buyer shall be responsible for any breach of this Agreement by its agents, employees,
representatives, contractors or clients, or by any person to whom Buyer discloses
Confidential Information, intentionally or inadvertently.
(d) This undertaking, and the obligations contained herein, will continue without
limit of period.
(b) Except for the payment of money that has become due and payable hereunder, any
failure, in whole or in part, by either Party to perform any obligation under this
Agreement shall be excused to the extent that such failure is caused by any
circumstance which constitutes Force Majeure.
(c) Upon the occurrence of an event of Force Majeure, the Party affected thereby shall give
prompt written notice thereof to the other Party of the occurrence and the circumstances
giving rise to the occurrence, including an estimate of expected duration and probable
impact on the performance of the Party’s obligations hereunder. The Party so affected
shall use commercially reasonable efforts to perform its obligations as soon as
practically and reasonably possible. During the period of any Force Majeure invoked by
the affected Party, the other Party’s obligation to perform shall likewise be excused,
except as otherwise expressly provided in this Agreement.
3.4. Termination and Remedies
Either party may terminate this Agreement if the other party breaches any of its provisions and
fails to remedy such breach within fifteen (15) days after receipt of written notice specifying the
breach from the non-defaulting party. Early termination of this Agreement shall not relieve
either party from any surviving obligations arising hereof. Breach of this Agreement will likely
cause harm that will be difficult to assess in a monetary amount, therefore the injured party is
entitled to injunctive relief from actual or potential breach as well as any other damages or
remedies and reasonable attorney’s fees as may be available and appropriate.
3.6. Waiver
No delay by either Party in exercising any right or remedy shall constitute a waiver of the
Party’s rights under this Agreement.
3.7 Notices
Notices, consents, approvals or other communication shall be validly given, made, delivered or
served when in writing and delivered personally, or as emails between company domains with
receipt acknowledged, or sent by express courier, or sent by registered or certified mail, postage
prepaid, with return receipt requested, to the addresses for each Party set forth below. Any
Party hereto may from time to time change its address by notice to the other Party given in the
manner provided herein. Notices, consents, approvals, and communications by mail shall be
deemed delivered upon the earlier of forty-eight (48) hours after deposit in the receiver’s mail
or email system in the manner provided above or upon delivery to the respective addresses set
forth above if delivered personally or sent by express courier. Addresses and domains of the
Parties are the following:
Domain:
Domain: fulldome.pro
3.8 Interpretation and Time
This Agreement is the result of negotiations between the Parties and, accordingly, shall not be
construed for or against either Party regardless of which Party drafted this Agreement or any
portion thereof. The captions of the paragraphs of this Agreement are for convenience only and
shall not govern or influence the interpretation hereof. Time is of the essence under this
Agreement.
3.10 Partnership, No Third-Party Beneficiaries This Agreement is not intended to create any
partnership, joint venture or other similar arrangement among the Parties. No term or provision
of this Agreement is intended to, or shall, be for the benefit of any third-party beneficiary,
person, firm, corporation or other entity not a party hereto, and no third party shall have any
right or cause of action against any of the Parties under this Agreement.
3.14 Severability
If any term or provision of this Agreement shall, to any extent, be determined by a court or
arbitrator(s) of competent jurisdiction to be invalid or unenforceable, the remainder of this
Agreement shall not be affected thereby.
3.16 Counterparts
This Agreement may be executed in any number of counterparts. A set of counterparts showing
signatures by all Parties, taken together, shall constitute a single copy of this Agreement. This
Agreement may be executed by hand, electronic or fax signature.
IN WITNESS WHEREOF, the undersigned Parties have executed and delivered this
Agreement on the dates set forth below, to be effective as of the Effective Date.
Buyer name: Infosys Technologies Seller name: FullDomePro, Co. Ltd.
Address: 67 Moo 1
Address: 2401, Ontario Tower, T. Baan Pong, A. Hang
Business Bay, Dubai, Dong
Chiang Mai 50230
Dubai, United Arab Emirates, 66322 THAILAND
Date: ________________________
16th August 2022 Date: ________________________
Title: ________________________
Project Manager Title: Director
EXHIBIT ”A”
Purchase Price, Delivery, Installation and Description of the Equipment (full dome
cinema)
A) The Purchase Price of the Equipment is the amount of eighty five thousand (USD $ 85
000,00 ) to be paid in accordance of clause 1.12 above.
B) Seller shall dispatch the Equipment within 22 days from receiving the downpayment and
Install it in Hilton Riyadh on 8-9, September on the provison that payments have been made
as described in clause 1.12 of this Agreement and installation venue is ready as described in
Exhibit D.
C) The Equipment consists of the following individualized components:
Item Quantity
Projection system
Fulldome.pro Media server (4 outputs): 1
Projectors, Full HD, Laser, not less than 4000 lum, Optoma ZH
4
406 ST or similar specs
D) The Equipment , provided by the Buyer in consultation with the Seller consists of the
following individualized components:
9
EXHIBIT ”B”
This Multimedia Software License Agreement ( “Software License Agreement”) is part of the
Equipment Sales and Purchase Contract (the “Sales and Purchase Agreement”) of even date
herewith between Fulldome Pro Co Ltd., a company incorporated and registered under the
laws of the Kingdom of Thailand and having its office at 67 Moo 1, T.Baan Pong, A.Hang
Dong, Chiang Mai, 50230, Thailand (“Licensor”), and Infosys Technologies, a foreign entity,
a company incorporated and registered under the laws of the United Arab Emirates, and
having its office at 2401, Ontario Tower, Business Bay, Dubai, Dubai, United Arab Emirates,
66322 (the “Licensee”) Unless otherwise defined herein, capitalized terms and captions used
in this Agreement have the meanings given in the Sales and Purchase Agreement.
1. Grant of License
Subject to the terms and conditions of this Agreement, Licensor grants to Licensee a
limited non-exclusive, non-transferable license to use the Multimedia Software for the
purposes stated in the Sales and Purchase Contract. Licensee may use the Multimedia
Software in executable format for its own use, but may not modify the Multimedia
Software or incorporate it into any other software. Licensee may not transfer or
sublicense the Multimedia Software to any third party, in whole or in part, in any form,
whether modified or unmodified.
2. Copies
Licensee may not make copies of the Multimedia Software. In case of Equipment
failure, any required copies will be supplied by Licensor.
3. Proprietary Rights
All Multimedia Software is propriety and copyrighted but unpublished by Fulldome.pro
Co. Ltd. Licensee agrees to reproduce and apply the copyright notice and proprietary
notice of Licensor whenever applicable.
4. Confidentiality
Licensee recognizes that Licensor regards the Multimedia Software as its proprietary
information and as a confidential trade secret of great value. Licensee agrees not to
provide or to otherwise make available in any form the Multimedia Software, or any
portion, to any person other than trusted employees of Licensee, without the prior
written consent of Licensor. Licensee further agrees to treat the Multimedia Software
with at least the same degree of care with which Licensee treats its own confidential
information and in no event with less care than is reasonably required to protect the
confidentiality of the Multimedia Software.
6. Term
The license granted hereunder shall continue unless and until terminated pursuant to the
Sales and Purchase Contract and subject to Licensee’s proper performance of its
obligations hereunder and thereunder. Upon expiration of this license, Licensee can
renew it, in which case Licensor will provide a renovation online link.
10
7. Termination
Licensor may terminate this Agreement or deny warranty coverage if Licensee is in
default of any of the terms and conditions of this license or the Sales and Purchase
Contract.
8. Termination Certificate
In the event of termination, Licensee will immediately discontinue use of the
Multimedia Software. Within one (1) month after termination of this Agreement,
Licensee will certify that, through its best effort and to the best of its knowledge, the
original and all copies, in whole or in part and in any form of the Multimedia Software
have been returned to Licensor or destroyed. The provisions of this Exhibit B and all
provisions of this license and the Sales and Purchase Contract relating to termination of
the Multimedia Software shall survive any termination of this agreement.
9. Limited Warranty
Licensor licenses, and Licensee accepts, the multimedia software “as is”. Licensor does
not warrant the operation of the Multimedia Software will be uninterrupted or error
free. Furthermore, Licensor warrants that the Multimedia Software, to the best of its
knowledge, does not infringe intellectual property of any third parties. Notwithstanding
the foregoing, Licensor will use reasonable efforts to solve any technical problems that
may arise from time to time with the Multimedia Software and its Server or replace it
free of charge during the term of the Warranty Agreement as set forth in Exhibit “F”.
10. Disclaimer
Except as expressly stated in clause 9 of this Software License Agreement, all additional
conditions, representations, and warranties, whether implied, statutory or otherwise,
including any implied warranties or conditions of merchantability, fitness for a
particular purpose, satisfactory quality, accuracy, against infringement of any form or
nature of intellectual property, or arising from a usage or trade practices, are hereby
disclaimed by Licensor and its suppliers.
11
any loss, damages, liability or expenses incurred by Licensor because of Licensee’s failure to
comply with any export regulations.
IN WITNESS WHEREOF, the undersigned Parties have executed and delivered this
Agreement on the dates set forth below, to be effective as of the Effective Date.
_______________________________ _______________________________
12
EXHIBIT “C”
This Show License Agreement ( Show License Agreement”) is part of the Equipment Sales
and Purchase Contract (the “Purchase Agreement”) of even date herewith between Fulldome
Pro Co Ltd., a company incorporated and registered under the laws of the Kingdom of
Thailand and having its office at 67 Moo 1, T.Baan Pong, A.Hang Dong, Chiang Mai, 50230,
Thailand (“Licensor”), and Infosys Technologies, a foreign entity, a company incorporated
and registered under the laws of the United Arab Emirates, and having its office at 2401,
Ontario Tower, Business Bay, Dubai, Dubai, United Arab Emirates, 66322 (the “Licensee”)
(“Licensee”). Unless otherwise defined herein, capitalized terms and captions used in this
Agreement have the meanings given in the Sales and Purchase Agreement.
1. Grant of License
Subject to the terms and conditions of this Agreement, Licensor grants to Licensee and
Licensee accepts from Licensor a limited, non-exclusive, non-transferable, commercial
license to display and perform in public the Show(s), utilizing Licensor’s Equipment in
one 8m diameter theatre, during this License Term, within the agreed Territory.
3. Show(s)
Standard content package (the “Show(s)”), are a full dome digital synchronized audio
and video programs intended for planetarium shows, which will be released to Licensee
as provided for in this Agreement. The Show(s) has a resolution of either 2, 3 or 4K,
depending on the show, with a frequency of 30 frames per second, represented as digital
images synchronized with soundtrack.
4. License Term
The duration of the license granted pursuant to this Agreement shall begin on the last
day of installation and end after 1 year (the “License Term”). This License Term may
be extended by the written consent of both Parties.
5. License Fee
Licensee shall pay Licensor a non-refundable license fee in the sum of 0 USD
(“License Fee”), based on Schedule A (Schedule A is a pricing list with size of theaters).
Format and Delivery
Licensor shall deliver the Shows(s) to Licensee in the original format suitable for
projecting in dome screens, planetariums and full dome capable venues, and adapted for
Licensee’s projection system with a digital water mark containing Licensee’s name,
address and expiration period. Licensor shall deliver the Show(s) to Licensee via upload
to Licensor’s FTP server, or as otherwise specified and agreed upon by the Parties. The
Licensor shall deliver the shows to the Licensee within five (5) days after payment is
received in the Licensor’s bank account.
13
6. Restrictions
Licensee agrees that it shall not permit the Show(s) to be duplicated, sold, leased,
loaned, transferred, televised, displayed or made available online or through any other
means, other than in the specific Licensor’s Media Server for the time and manner
specified in this Exhibit.
Licensee shall not have the right to edit, modify or otherwise alter the Show(s) without
the prior written consent of Licensor. Licensee will allow Licensor to monitor the status
of licenses on the Media Server.
8. Ownership
All rights, title, translations and interest in and to the Show(s) belongs solely and
exclusively to Licensor and/or Show producers. All rights not specifically granted to
Licensee under this Agreement are expressly reserved by Licensor.
10. Termination
Licensor may terminate this Agreement if Licensee is in default of any of the terms and
conditions of this license or of the Sales and Purchase Contract.
12. Disclaimer
Licensor licenses, and Licensee accepts, show(s) “as is.” Licensor warrants that Show(s)
do not infringe intellectual property of any third party and warrants its merchantability
and fitness during the term of this agreement. Licensor does not assume any liability
whatsoever with respect to any third-party hardware, firmware, software, equipment, or
services used by Licensee to play or release the Show(s). All additional conditions,
14
representations, and warranties, whether implied, statutory or otherwise, including any
implied warranties or conditions of merchantability, fitness for a particular purpose,
satisfactory quality, accuracy, against infringement of any form or nature of intellectual
property, or arising from a usage or trade practices, are hereby disclaimed by Licensor
and its suppliers.
IN WITNESS WHEREOF, the undersigned Parties have executed and delivered this
Agreement on the dates set forth below, to be effective as of the Effective Date.
_______________________________ _______________________________
15
STARTER CONTENT PACKAGE PROVIDED BY THE SELLER WITH THE EQUIPMENT
5 YEARS LICENSE
1. SOLAR QUEST
2. TWO SMALL PIECES OF GLASS. THE AMAZING TELESCOPE
3. LIGHT
4. INCREDIBLE SUN
5. BACK TO THE MOON FOR GOOD
6. FROM EARTH TO THE UNIVERSE
7. WAITING FAR AWAY
8. THE HOT AND ENERGETIC UNIVERSE
9. LOSING THE DARK
10. JOURNEY TO THE CENTER OF THE MILKY WAY
11. LIGHT ECHOES
12. IBEX SEARCHING THE EDGE OF SOLAR SYSTEM
13. FLIGHT TO THE MOON. LRO & LCROSS
14. DARK MATTER
15. MAGIC ISLAND
16. CHIANG MAI DEEP TRIP
18. AMAZING INDIA
19. CAMBODIA. ANGKOR WAT
20. HOT AIR BALLOON SHOW
21. PHANTOM OF THE UNIVERSE
22. SEEING
23. TRANSIT OF VENUS
24. SPACE SHAPES
25. CLOCKWORK SKIES
26. SIZING UP SPACE
27. THE SUN. OUR LIVING STAR
28. ASTEROID IMPACT MISSION
29. CAPTAIN SCHNUPPES SPACE TRIP
30. DISTANT WORLDS – ALIEN LIFE
31. EUROPE TO THE STARS
32. FRAGILE PLANET
33. MAYAN ARCHAEOASTRONOMY: OBSERVERS OF THE UNIVERSE
34. MEXICA ARCHAEOASTRONOMY: BETWEEN SPACE AND TIME
35. SUNSTRUCK
36. THE EARTH FROM ISS
1 YEAR LICENSE
16
46. FLIGHT OF FANCY
47. DINO PLANET
48. THE MEADOW RACERS
49. THE SNOWFLAKE ADVENTURE
50. ROSETTA
51. ASTERIA. TRIP
52. LUMINOKAYA
53. GOPAL. PRINCE OF THE COW'S
17
EXHIBIT “D”
This list represents the basic requirements that must be followed by Buyer prior and during
installation, commissioning, adjustment and training on operating the Equipment (projection
equipment, dome and Multimedia Software).
1. Before actual Installation takes place, Buyer will fill out and return to Seller the Pre-
Installation Checklist herein as supplied by Seller in accordance with clause 16 (a,b and
c), confirming that the venue or building area is ready for the Installation (photos of the
area must be included). The venue should be functional, safe, clean, without excessive
dust and all waste should be removed. Buyer shall refrain from performing any repairs
or construction works concurrently with the dome installation. In case Buyer fails to
provide a finished and clean venue, without any kind of ongoing work that can delay or
hinder Installation or damage the Equipment, Seller will not install the Equipment. Any
delays due to Buyer´s causes can entail either an extended cost of stay for the installation
crew or the rescheduling of the installation for a future date, based on availability of the
installation crew. Either circumstances shall generate extra expenses to be born
exclusively by the Buyer.
2. The Installation area of fixed, mobile or semi-mobile projection domes (the Equipment)
must comply with all the dimension requirements provided by Seller. For mobile domes,
utility systems such as ventilation ducts, electrical wiring, fire extinguishing and alarm
systems, heating and air conditioning systems which are not related to the dome itself
should not come into contact with it and kept on its own separate electrical circuits.
3. When performing Outdoor Installation, Buyer should provide properly functioning
ventilation or air-conditioning system inside the dome during the warm season and
heaters during the cold season. (If these cooling or heating systems are to be supplied
by Seller, then Seller fulfills this requirement on its own).
4. Seller has a right to postpone Outdoor Installation in case of heavy rain, strong winds,
and other adverse weather conditions that can affect the Equipment or endanger the
security or health of the installation team.
5. In case of temporary Outdoor Installation of a mobile projection dome, Buyer should
prepare the venue by covering the ground with an adequate surface material such as
plywood, vinyl, etc. No installation will be performed on bare earth or dusty grounds.
Additionally, Buyer shall provide a protective cover (tent) for large and resistant enough
for both dome and individualized components of the Equipment, to keep it all safe
against rain or snow or bad weather conditions in accordance with Seller specifications
6. In case of temporary outdoor installation, Buyer should provide fastening system for the
dome in accordance with the specifications of the Seller.
7. In case of temporary installation Seller is obliged to inform Buyer about the provision
of additional working tools (step ladder, lighting on the venue and inside the dome, etc).
Buyer should provide the tools according to Seller’s specifications.
8. Buyer is obliged to provide the power supply in accordance with safety requirements
and required power. The entire power supply system must be grounded, with a voltage
of approximately 100-240 V, 30-15 Amps, 50-60 Hz (as specified depending on the
country). The required power is calculated individually for each project on a basis of
power consumption capacities of the projection and acoustic systems, lighting and
climate equipment, including an extra supply in case of unforeseen circumstances. The
necessary number of connection points should be prepared before installation according
to Seller’s specifications or the connection diagram should be adjusted on the venue.
18
9. Upon delivery of the Equipment, Buyer agrees to provide a secure and clean place for
storage of the Equipment and its individualized components, until project completion.
The storage place must be clean, safe and protect Equipment from unauthorized
personnel, dust, rain, excess humidity and temperature (cold or heat), until arrival of
seller’s installation team. Buyer accepts all liability for loss or damage of the
Equipment´s individualized components during storage and until beginning of the
Installation.
10. Buyer should provide an Uninterrupted Power Supply system (UPS) to ensure
installation and equipment operation in case of power shortages or electric current
variations (as specified by Seller case by case).
11. Buyer should provide reliable Internet access for testing and technical support services
from the initial moment of Installation. The minimum required bandwith is 128 MB/sec.
For further Equipment maintenance of the Media Server, Buyer should continue to
provide stable Internet connection.
12. Seller staff should be provided with free access to a sheltered space with proper facilities
during any Outdoor Installations.
13. Installation is performed during weekdays in normal working hours daytime (9 AM - 6
PM) including lunch break. Other working times and work shifts can be considered case
by case.
14. For mobile domes Buyer should arrange its operational team to be ready for training
during installation, the team must include at least one (1) technical specialist or
preferably two (2) persons capable of overseeing and learning the operation of the
projection system. After training, the technical specialist(s) shall be able to demonstrate
his/her capacity to successfully conduct installation and operation of the Equipment.
For fixed domes Buyer should arrange its operational team and technical specialist for
training after installation. If any problems arise after installation, the technical specialist
shall be the appointed as the contact person to communicate with Seller in technical
matters.
15. Buyer will inform Seller prior to installation about any specific labor, safety and/or
technical national, provincial or local laws, regulations or requirements related to dome
installation or operation during events.
If any of the above requirements is not fulfillable by the time of Installation, Buyer must
promptly notify Seller and coordinate a plan to resolve the problem. Failure to observe
requirements gives Seller the right to postpone Installation until all are fully met. Once the
installation team has traveled to the venue, if all requirements are not met within 24 hours,
Seller has the right to stop all work. In that case, the next installation team traveling expenses
will be covered solely by Buyer.
19
Pre-Installation Check List
There are no leaks in walls or roof that may wet and damage the
Equipment
The venue has functional electric wiring and outlets as per Installation
Manual that are accesible by the Installation team. Uninterrupted Power
Supply system (UPS) is available in the venue. Power supply is available
in accordance with safety requirements and is grounded, with a voltage of
approximately 100-240 V, 30-15 Amps, 50-60 Hz
Utility fittings such as ventilation ducts, electrical wiring, fire
extinguishers and alarm systems, heating and air conditioning systems
which are not related to the dome itself, have been kept in its own
separate electrical circuits and will not be in in contact nor threaten
projection system equipment
The installation area of the venue has internet connection of at least 128
MB/sec
Installation area of the venue has proper lighting (natural and artificial) to
enable full dome cinema projection installation.
All the equipment is delivered at the storage of the venue and available
for the installation team. Buyer should provide a secured and clean place
for storage of projection equipment from the moment of delivery until
project completion.
Buyer is ready to provide equipment and tools for the installation
according to the Seller recommendations (step ladders, chairs, table etc.)
_______________________________ _______________________________
20
EXHIBIT ”E”
Certificate of Acceptance
1) Delivery of the Equipment including the Multimedia Software and Show(s), as described in
the Full Dome Cinema Sales and Purchase Agreement and its Exhibits;
2) To have been satisfactorily trained on how to install and operate the Equipment; and
3) To have received the Equipment including the Multimedia Software and Show(s) fully,
satisfactorily and properly installed and operational in all respects as of this date.
Address: 2401, Ontario Tower, Business Bay, Dubai, United Arab Emirates
Date: _________________________
16th August 2022
Signed: _________________________
Name: _________________________
Mr. Sanjay Das
Title: _________________________
Project Manager
21
EXHIBIT “F”
1. Scope
This Limited Warranty Agreement (the “Warranty”) is between Fulldome Pro Co Ltd.,
with office registered at 67 Moo 1, T. Baan Pong, A. Hang Dong, Chiang Mai, 50230,
Thailand (the “Seller”) and Infosys Technologies, a foreign entity, a company
incorporated and registered under the laws of the United Arab Emirates, and having its
office at 2401, Ontario Tower, Business Bay, Dubai, Dubai, United Arab Emirates,
66322 (the “Buyer”). Seller warrants and Buyer accepts that the Equipment,
Multimedia Software and/or Show(s) (the “Equipment and/or its individualized
components”) described in the Full Dome Cinema Sales and Purchase Agreement of
even date, shall be free from defects in materials and workmanship according to the
terms and conditions of this Warranty.
2. Term
The term of this warranty contract is one (1) year commencing from the date of
signature of the Certificate of Acceptance, in substantially the form of Exhibit “E”.
3. Transferability
This warranty applies to the original Buyer of the Full Dome Cinema Sales and
Purchase Agreement and it may be assigned or transferred to any subsequent “Buyer”
within its initial one (1) year period.
4. Obtaining Service
As a part of the Equipment and/or its individualized components, Seller has supplied
certain components sourced or manufactured by other suppliers, third-party vendors,
distributors or manufacturers within or outside costumer’s territory as per Full Dome
Cinema Sales and Purchase Agreement. Seller has used its best effort to ensure such
components are new, from reputable suppliers/manufacturers, have been properly
installed and are hereby assigned, as a part of the Equipment described in Exhibit “A”.
For components considered defective by Buyer, it shall contact Seller at the support
email address: support@fulldome.pro indicating contact details (company name,
contact person, email address and phone number) and a brief description of the problem.
A Seller’s representative will reply to the inquiry within 24hrs to resolve the problem.
For timely diagnosis of possible defects, the Buyer must provide the Seller remote
access to the system by reliable internet connection of no less than 128 KB per second.
Seller shall make its best efforts to either repair or replace any part or installation
manufactured by Seller and/or contact the manufacturer, third party vendor or supplier
to remedy the defect within a reasonable time. Traveling expenses (air tickets and
accommodation) for Seller’s installation person or crew are not covered by this
Warranty and shall always be paid in advance by Buyer. Should Buyer, on its best
interest, declare its intention to obtain the remedy directly from the manufacturer, third
party vendor or supplier, it shall do so by notifying Seller.
5. Remedies
Buyer’s sole remedy for defective products not manufactured by Seller is against such
third-party vendors or manufacturers and their warranties, if applicable. For all other
individualized components of the Equipment, Seller shall, at its sole discretion repair,
replace or, if none are possible, refund purchase price of the component to Buyer.
22
All remedies are expressly conditioned upon the Buyer’s compliance with guidelines
and instructions provided in Users’ Manuals (Dome Users’ Manuals and Projection
System Users’ Manual) as well as directions given during installation and/or training. If
Buyer fails to comply with such manuals and directions, it shall bear the full cost of any
service required to repair damaged parts, including but not limited to repair, replacement
and return of the parts. In this case, Seller shall have no further warranty obligations so
far as the damaged parts are concerned. Parts that are not damaged by Buyer shall
remain under warranty and continue to be covered by Seller and/or as per
manufacturer´s terms.
6. Exclusions
This limited warranty does not apply where any defect arises out of ordinary wear and
tear; neglect or misuse of the Equipment or its components by the Buyer; where the
instructions of Seller regarding the use or maintenance or installation of the Equipment
have not been followed or otherwise where any defect arises outside the control of Seller,
including but not limited to, rust, corrosion, mold, environmental catastrophes or Acts of
God; loss or damage to the Equipment or its components while in transit, delivery, or
redelivery; and damage to Media Server resulting from unauthorized access (e.g.
hacking, malicious software).
7. Limitation of Liability
In no event shall Seller be liable for indirect, incidental, special or consequential
damages, including loss of use, loss of profits or claims of interruption of Buyer’s
business, due to claims of damage, malfunction, workmanship errors of the Equipment,
its individualized components, the Multimedia Software and/or the Show(s) under any
theory of liability.
8. Disclaimer
All additional representations and warranties related to the Equipment and/or its
individualized components, whether implied, statutory or otherwise, including any
implied warranties or conditions of merchantability, fitness for purpose, satisfactory
quality, accuracy, against infringement of any form of intellectual property, or arising
from a usage or trade practices, are hereby disclaimed by Seller and its suppliers.
9. General Provisions
Where applicable, the General Provisions of Article III of the Full Dome Cinema Sales
and Purchase Agreement shall apply.
_______________________________ _______________________________
23
Reference Images
24
25