RealWear Foresight License Agreement
By clicking the “I ACCEPT” button, you accept RealWear Foresight’s license agreement for business customers below, and acknowledge that no other terms or conditions apply. All other terms or conditions are expressly excluded.
RealWear Foresight License for Business Customers
The following Terms and Conditions (“Terms”) give you specific legal rights. You may also have other rights that vary depending on local law.
These Terms set forth the only obligations and agreements by RealWear concerning RealWear Foresight. These Terms supersede and replace any prior or inconsistent statements, terms, or warranties. RealWear rejects any additional or inconsistent terms regardless of whether such terms were proposed by the Buyer in any bid request, quotation request, purchase order, or related document. If Buyer purchased a RealWear Product through a reseller who offered additional incentives or terms, Buyer shall look solely to that reseller for the performance of such additional incentives or terms, and Real Wear shall have no liability therefore. RealWear does not provide services or support.
As used in this document, “RealWear” means RealWear, Inc., or any of its authorized resellers. “You”, “Your”, or “Buyer” means the original user of RealWear Foresight covered by these Terms. You and RealWear are each a “Party” and collectively “the Parties.” “Foresight” means the RealWear Foresight cloud services. “Users” means those employees, contractors, and end users, as applicable, authorized by You or on Your behalf to use Foresight. “Your Content” means all text, files, images, graphics, illustrations, information, data, audio, video, photographs and other content and material, in any format, provided by You or Your Users that reside in, or run on or through Foresight. “Third Party Content” means all text, files, images, graphics, illustrations, information, data, audio, video, photographs, and other content and material that are obtained or derived from third party sources outside of RealWear and made available to You through, within, or in conjunction with your use of Foresight. “Your Applications” means all software programs, including any source code for such programs, that You or Your Users provide and load onto, or create using Foresight. “Third Party Applications” means all software programs, including source code for such programs that is licensed and obtained from third party sources outside of RealWear. “Performance Data” means any and all aggregate, de-identified data relating to the access or use of Foresight by or on behalf of any user, including any performance, analytics or statistical data that RealWear may collect from time to time.
Foresight is offered by RealWear exclusively for Buyer’s own internal professional, business or commercial use (including government agencies) and is not promoted or marketed for the purpose of resale to third parties or for any consumer, non-professional, or leisure use.
You have the non-exclusive, non-assignable, royalty free, worldwide limited right to access and use Foresight, solely for Your internal business operations and subject to the terms of this Agreement. You may allow Your Users to use Foresight for this purpose and You are responsible for Your Users’ compliance with this Agreement.
To enable RealWear to provide You and Your Users with Foresight, You grant RealWear the right to use, process and transmit Your Content and Your Applications. If Your Applications include third party programs, You acknowledge that RealWear may allow providers of those third-party programs to access Foresight, including Your Content and Your Applications, as required for the interoperation of such third-party programs with Foresight. RealWear will not be responsible for any use, disclosure, modification or deletion of Your Content or Your Applications resulting from any such access by third party program providers or the interoperability of such third-party programs with Foresight.
Ownership and Restrictions
RealWear retains all ownership and intellectual property rights to Foresight and derivative works thereof, or any suggestions, ideas, enhancement requests, feedback, recommendations, or other information provided by You. RealWear owns all Performance Data.
You retain all ownership and intellectual property rights in and to Your Content and Your Applications. Your use of Third Party Applications shall be governed solely by the terms and conditions applicable to such Third Party Applications, as agreed to between You and the third party.
You will not provide any infringing, offensive, fraudulent, or illegal content in connection with Your use of Foresight and represent and warrant that any content that you provide will not violate any Intellectual Property Rights of any third party. RealWear reserves the right, in its sole discretion, to delete or disable any content submitted by You that may be infringing, offensive, fraudulent, or illegal.
The parties may have access to information that is confidential to one another (“Confidential Information”). We agree to disclose only information that is required for the performance of this Agreement. Confidential Information shall be limited to Your Content and Your Applications residing in Foresight, and all information clearly identified as confidential at the time of disclosure.
Confidential Information does not include any information that (a) Recipient knows or possesses, without any confidentiality obligation to the Discloser, at the time of disclosure; (b) is or becomes public, through no fault of the Recipient; (c) Recipient receives from a third party with no confidentiality obligation to the Discloser; or (d) Recipient independently develops without reference to any Confidential Information of the Discloser.
We each agree not to disclose each other’s Confidential Information to any third party for a period of three years from the date of the disclosing party’s disclosure of the Confidential Information to the receiving party; however, RealWear will hold Your Confidential Information that resides within Foresight in confidence for as long as such information resides in Foresight. We each may disclose Confidential Information only to those employees, agents, or subcontractors who are required to protect it against unauthorized disclosure in a manner no less protective than required under this Agreement.
Warranty Disclaimers and Exclusions
FORESIGHT IS PROVIDED “AS-IS” AND REALWEAR EXPRESSLY DISCLAIMS ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE AND NONINFRINGMENT. REALWEAR IS NOT RESPONSIBLE OR LIABLE FOR THE DELETION OF OR FAILURE TO STORE ANY OF YOUR DATA AND OTHER COMMUNICATIONS MAINTAINED OR TRANSMITTED THROUGH YOUR USE OF FORESIGHT. YOU ARE SOLELY RESPONSIBLE FOR SECURING AND BACKING UP YOUR APPLICATION, PROJECT, AND/OR DATA. REALWEAR DOES NOT WARRANT THAT THE OPERATION OF FORESIGHT WILL BE ERROR-FREE OR UNINTERRUPTED. FORESIGHT IS NOT DESIGNED, MANUFACTURERD, OR INTENDED FOR HIGH RISK ACTIVITIES. YOU ACKNOWLEDGE THAT REALWEAR DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT FORESIGHT MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. REALWEAR IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGES RESULTING FROM SUCH PROBLEMS. REALWEAR IS NOT RESPONSIBLE FOR ANY ISSUES RELATED TO THE PERFORMANCE, OPERATION OR SECURITY OF THE SERVICES THAT ARISE FROM YOUR CONTENT, YOUR APPLICATIONS, THIRD PARTY CONTENT, OR THIRD PARTY APPLICATIONS. REALWEAR DOES NOT MAKE ANY REPRESENTATION OR WARRANTY REGARDING THE RELIABILITY, ACCURACY, COMPLETEMENT, CORRECTNESS, OR USEFULNESS OF THIRD PARTY CONTENT AND THIRD PARTY APPLICATIONS, AND DISCLAIMS ALL LIABILITIES ARISING FROM OR RELATED TO THIRD PARTY CONTENT AND THIRD PARTY APPLICATIONS.
LIMITATION OF LIABILITY
REALWEAR EXPRESSLY DISCLAIMS ANY LIABILITY FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST BUSINESS OPPORTUNITES, LOST DATA, AND LOSS OF BUSINESS EXPECTATIONS. REALWEAR’S LIABILITY IN ALL CIRCUMSTANCES IS LIMITED TO, AND SHALL NOT EXCEED, THE PURCHASE PRICE PAID FOR FORESIGHT.
Governing Law, Dispute Resolution
Arbitration: Any dispute relating to this Agreement including a claim under the Limited Warranty stated above (“Dispute”) will be resolved by binding arbitration according to the then-current Commercial Arbitration Rules of the American Arbitration Association (the “AAA Rules”). The existence, content (including all documents and materials submitted to the arbitrators), and results of any arbitration are Confidential Information. The arbitrator will be a neutral practicing attorney or retired judge with experience in similar cases and appointed in accordance with the AAA Rules. The arbitrator must agree in writing to maintain the confidentiality of the arbitration. The arbitration will be governed by the Federal Arbitration Act, 9 U.S.C. §§1 et seq. The prevailing party will be entitled to recovery of arbitration expenses (including reasonable attorney’s fees). The arbitrator’s award will include provisions for this recovery. The arbitrator’s award will be binding and final. Any court having jurisdiction may enter judgment upon the award. The arbitration will be conducted in English and held in Vancouver, WA.
Governing Law: This Agreement is governed by, and the arbitrator will apply, the substantive laws of the State of Washington excluding its conflicts of law provisions. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. Claims must be brought within one (1) year of the date the claim arose, otherwise the claim will be permanently barred. Class Action Waiver: All proceedings will be conducted solely on an individual basis. No arbitration will be combined with another without the prior written consent of all parties to all affected arbitrations or proceedings. You will not seek to have any dispute heard as a class action, private attorney general action, or in any other proceeding in which you act or propose to act in a representative capacity.