DIGILENS VISUALIZE PROGRAM TERMS

These DigiLens Visualize Program Terms (“Terms”) are an agreement between you and DigiLens regarding your use of the Visualize Hardware and Visualize Software (collectively, the Visualize System). These Terms supplement the Visualize Program Agreement, the DigiLens Privacy Policy (https://www.digilens.com/privacy-policy/) and any other terms of sale that govern your use of the Visualize Hardware and Visualize Software. In the event of conflict between these terms and the Visualized Program Agreement, the Visualize Program Agreement Terms will apply.

BY USING THIS PRODUCT, YOU AGREE TO THESE TERMS. IF YOU DO NOT ACCEPT THESE TERMS, DO NOT USE THIS PRODUCT.

Purchase of the Visualize System is only available directly from DigiLens. You may not resell or otherwise provide this product to any third party.

Limited License

Subject to the limitations herein, during the term, and subject to the other provisions in this Agreement, DigiLens grants you a non-exclusive, non-assignable license to internally use the Visualize System solely to evaluate the performance of the Visualize Systems. Use of the Visualize Software is limited to its use only as embedded in or provided with the Visualize Hardware (including any updates DigiLens may provide during the Visualize Program). Visualize Software is licensed, not sold and use of 3rd Party Software, if any, is further limited by any 3rd Party Software licenses.

You agree that you will not sell, give, loan, or otherwise make available any Visualize Hardware or Visualize Software to any person or entity not directly involved in its internal evaluation and development process, except as expressly approved by DigiLens.

You will make reasonable efforts to promptly discontinue use of any Visualize Software upon DigiLens release of an update, upgrade, or new version of the Visualize Software (including any firmware) and you will comply with any associated 3rd Party Software licenses, including any updates thereto.

This is an early pre-production unit. You must advise all individuals who are provided access to view or use the Visualize System that it is an early pre-production unit.

You may not, and may not allow any third party to, copy, rent, lease, sell, transfer, assign, sublicense, disassemble, decompile, modify, alter, reverse engineer, open, analyze (to determine composition, physical structure or otherwise), modify or create derivative works based on any portion or the whole of the Visualize System, or any component thereof. You may not make any alterations, additions or improvements to the Visualize System, and all alterations or improvements will become the property of DigiLens.

You agree not to make any public statements about the Visualize Program without prior written approval from DigiLens.

You agree that you will not use any Visualize Hardware or Visualize Software in any way other than as expressly licensed by this Agreement, or for any unlawful purpose or in any unlawful manner.

You agree that you will not allow any third party other than a party authorized by DigiLens to repair or service the Visualize System.

Intellectual Property

You acknowledge that DigiLens owns, and shall continue to own, full right, title and interest in and to all intellectual property rights in the Visualize System. You will provide to DigiLens data collected in evaluation of the Visualize System, and any suggestions or requests for improvements, modifications, design changes or problems discovered in the course of your evaluation of the Visualize System and such other information related to the Visualize System as DigiLens may reasonably request (collectively, “Feedback”). To the extent provided, you agree that DigiLens may use and disclose (so long as such disclosure is in a manner that does not identify you) any and all Feedback, for any purpose, without compensation or liability to you or any third party.

Limitations

THE VISUALIZE SYSTEM IS PROVIDED “AS IS” WITHOUT ANY EXPRESS OR IMPLIED OR STATUTORY WARRANTY OF ANY KIND INCLUDING WITHOUT LIMITATION ANY AND ALL WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, OR ARISING FROM COURSE OF DEALING OR PERFORMANCE. FURTHER, DIGILENS DISCLAIMS ANY WARRANTY THAT YOUR USE OF THE VISUALIZE SYSTEM WILL BE UNINTERRUPTED OR ERROR FREE.

THE VISUALIZE PROGRAM AND VISUALIZE SYSSTEM ARE FOR INTERNAL EVALUATION AND DEVELOPMENT ONLY AND NOT INTENDED FOR PRODUCTION, INDUSTRIAL, COMMERCIAL, ETC. USE OR DEPLOYMENT. REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, IN NO EVENT SHALL DIGILENS OR ANY OF ITS SUPPLIERS BE LIABLE TO YOU OR TO ANY THIRD PARTY UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST OR CORRUPTED DATA, COMPUTER FAILURE OR MALFUNCTION, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR LOST INFORMATION OR OTHER SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND) ARISING OUT OF THE USE OF OR INABILITY TO USE ANY VISUALIZE PROGRAM ELEMENTS OR THE VISUALIZE SYSTEM, EVEN IF DIGILENS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE. SOME JURISDICTIONS PROHIBIT EXCLUSION OR LIMITATION OF LIABILITY FOR IMPLIED WARRANTIES OR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION. VISUALIZE HARDWARE AND VISUALIZE SOFTWARE ARE NOT DESIGNED OR INTENDED FOR USE IN ANY MEDICAL, LIFE SAVING, OR LIFE SUSTAINING SYSTEMS, TRANSPORTATION SYSTEMS, NUCLEAR SYSTEMS, MILITARY SYSTEMS, AVIATION SYSTEMS, OR FOR ANY OTHER MISSION CRITICAL APPLICATION IN WHICH THE FAILURE OF THE VISUALIZATION PROGRAM ELEMENTS COULD LEAD TO PERSONAL INJURY OR DEATH. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, DIGILENS’ TOTAL LIABILITY FOR ANY LOSS, COST, CLAIM OR DAMAGES OF ANY KIND ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED $100. THE WARRANTY DISCLAIMER AND LIMITED LIABILITY ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN DIGILENS AND YOU.

IT IS YOUR RESPONSIBILITY TO USE ALL VISUALIZE HARDWARE IN COMPLIANCE WITH APPLICABLE LAW AND CONSISTENTLY WITH ALL SAFETY REGULATIONS AND INSTRUCTIONS. THE USE OF VISUALIZE SYSTEM MAY DISTRACT YOU FROM YOUR SURROUNDINGS AS A RESULT OF DISTRACTIVE INFORMATIONAL CONTENT, LIGHT REFRACTION, OR OTHER CAUSES. IT IS YOUR RESPONSIBILITY TO USE THIS PRODUCT IN A SAFE AND RESPONSIBLE MANNER. FAILURE TO PAY ATTENTION TO YOUR SURROUNDINGS WHILE USING THIS PRODUCT MAY CAUSE DEATH, PERSONAL INJURY OR PROPERTY DAMAGE. YOU ACKNOWLEDGE AND ASSUME THESE RISKS AND AGREE THAT USE OF THE VISUALIZE SYSTEM IS AT YOUR OWN RISK. YOU AGREE THAT DIGILENS WILL HAVE NO LIABILITY WITH RESPECT TO YOUR USE OF THE VISUALIZE SYSTEM, INCLUDING FOR ANY DEATH, PERSONAL INJURY OR PROPERTY DAMAGE THAT MAY RESULT FROM YOUR USE OF THE VISUALIZE SYSTEM. YOU FURTHER AGREE TO STRICTLY OBSERVE ALL SAFETY PRECAUTIONS, SAFETY WARNINGS AND OPERATING INSTRUCTIONS PROVIDED WITH THE VISUALIZE SYSTEM AND WITH ANY CONTROLLER OR OTHER THIRD-PARTY HARDWARE OR SOFTWARE USED IN CONNECTION WITH THE VISUALIZE SYSTEM (“THIRD-PARTY EQUIPMENT”). FINALLY, YOU AGREE TO OPERATE THE VISUALIZE SYSTEM, AND ALL THIRD-PARTY EQUIPMENT IN STRICT COMPLIANCE WITH ALL APPLICABLE LAWS.

You affirm that you are over 18 years old and are competent to enter into this Agreement. You also affirm that, if you are joining the Visualize Program on behalf of a company or other entity, you have the authority to bind that entity to the terms of this Agreement. “You” in this provision refers to you personally.

This Agreement will be construed, interpreted, and applied in accordance with the laws of the State of California (excluding its body of law controlling conflicts of law). The exclusive venue for any dispute relating to this Agreement shall be Santa Clara County, California, and you consent to the jurisdiction of the state and federal courts located there. The United Nations Convention on Contracts for the Sale of Goods does not apply to this Agreement. You waive, to the fullest extent permitted by law, any objection to the venue in the State of California, and any claim that the State of California is an inconvenient forum.

These Terms apply to the maximum extent permitted by your local law. If a court holds that DigiLens cannot enforce a part of these Terms as written, those parts shall be deemed replaced with similar terms to the extent enforceable under the relevant law (or where a court will not amend these Terms, such part will be severed), but the rest of these Terms will remain in effect.