YOU SHOULD CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS BEFORE USING THIS PRODUCT. BY CLICKING THE ACCEPTANCE BUTTON, USING THE PRODUCT, AND/OR BREAKING THE SEAL ON THE PACKAGE, YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT, AS UPDATED AND PUBLISHED BY DIGILENS FROM TIME TO TIME. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CLICK THE BUTTON THAT INDICATES YOU DO NOT ACCEPT THE TERMS, AND DO NOT USE THE PRODUCT.

This Agreement sets forth the terms and conditions of your use of the ARGO headset and accompanying DigiLens software (the “Software”). Notwithstanding anything to the contrary herein, if a written contract signed by both parties is in existence covering the sale of the ARGO headset and Software covered hereby, the terms and conditions of said contract shall prevail to the extent they are inconsistent with these Terms.  For the purposes of this Agreement, “you” means you, the end user, and “Licensor” means Digilens Inc. and its subsidiaries and affiliates.

1. Software License Grant.
   Licensor hereby grants to you a non-exclusive, non-assignable, non-transferable, limited license to use the Software and related documentation (the “Documentation”) solely for its intended purpose in connection with use of the ARGO headset as set forth in the Documentation, according to the provisions contained herein. You are not permitted to lease, rent, distribute, sell, or sublicense the Software or any rights therein. You also may not install the Software on a network server or any other hardware other than the ARGO headset, use the Software in a time-sharing arrangement, or use the Software in any other unauthorized manner. Further, no license is granted to you in the human readable code of the Software (source code). Except as provided below, this Agreement does not grant you any rights to patents, copyrights, trade secrets, trademarks, or any other rights in the Software and Documentation.
   
   You agree that you have no right, power, or authority to make any modifications to or unauthorized copies of the Software. The Software and Documentation may be copied only as essential for backup or archive purposes. You must reproduce and include all copyright notices and any other proprietary rights notices appearing on the Software and Documentation on any copies that you make.
   
   
2. Third Party Acknowledgements.
   The Software may contain or otherwise use software code and/or materials, including, without limitation, open source software components, that are written or owned by third parties (“Third Party Software”), which, notwithstanding any other provision in this Agreement, Licensee may use under the terms and conditions of the specific license under which the Third Party Software is distributed.  The Software provided to Buyer is NOT A CONTRIBUTION to any open source project.  NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT, ALL OPEN-SOURCE AND THIRD PARTY SOFTWARE IS PROVIDED “AS IS” WITHOUT ANY WARRANTY, EXPRESS, IMPLIED, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTY REGARDING TITLE OR AGAINST INFRINGEMENT. IN NO EVENT SHALL DIGILENS, THE COPYRIGHT HOLDERS, OR THE CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, WARRANTY, STRICT LIABILITY, NEGLIGENCE OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS OPEN SOURCE SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.  You are responsible for complying with all Third Party Software licenses and for all costs associated with using Third Party Software, including software You install.
   
   
3. No Assignment; No Transfer.
   You agree not to assign, sub-license, lease, rent, loan or otherwise transfer the Software to any third party in whole or in part, except in conjunction with the sale or transfer of the original hardware containing the Software without the prior written consent of Licensor. If such consent is given and you transfer or assign the Software and/or this Agreement, then you must at the same time either transfer any copies of the Software and Documentation to the same party or destroy or return to Licensor any such materials not transferred. Except as set forth above, you may not transfer or assign the Software or rights under this Agreement.
   
   
4. Restrictions.
   You agree that you will not use the ARGO headset or Software in any way other than as expressly licensed by this Agreement, or for any unlawful purpose or in any unlawful manner. Without limiting the foregoing, you agree not to: (i) reverse engineer, decompile, disassemble, modify, adapt, alter, translate, or create derivative works from the ARGO headset or Software or allow others to do so, without the prior written consent of Seller (except to the extent expressly permitted by law notwithstanding any contractual prohibition); (ii) merge the Software with any other software; (iii)  use the Software in connection with the operation of a bureau or for the benefit of any third party; (iv) copy the Software except as expressly authorized by DigiLens or as permitted by law notwithstanding any contractual prohibition; or (v) cause any Software (or any part thereof) to become subject to any obligation or condition that would require that the Software (or any of Seller’s software): (1) be disclosed, distributed or made available in source code form; (2) be licensed with permission to create derivative works; or (3) be redistributable at no charge.
   
   
5. Intellectual Property Rights.
   You acknowledge and agree that: (a) any and all of Licensor’s intellectual property rights are the sole and exclusive property of Licensor or its licensors; (b) you shall not acquire any ownership interest in any of Licensor’s intellectual property rights under this Agreement; and (c) you shall use Licensor’s intellectual property rights solely for purposes of using the ARGO headset and Software under this Agreement and only in accordance with this Agreement and the instructions of Licensor. You shall not (and shall not enlist any third party to) reverse engineer, disassemble, decompile or otherwise attempt to derive the design, material characteristics, or manufacturing techniques used to make, or the internal functionality of the ARGO headset, and shall not attempt to circumvent any controls, restrictions or security measures, other than as necessary for your permitted use of the ARGO headset and Software.
   
   
6. Law; Import/Export Restrictions.
   You are responsible for compliance with all applicable laws, regulations, rules, and legal requirements. You agree not to import or export the Software or any Documentation (or any copies thereof), or any products utilizing the Software or any Documentation in violation of any applicable laws or regulations of the United States or the country to which you have imported or exported. You agree to indemnify Licensor from liability if you violate any such laws or regulations.
   
   
7. Title.
   You agree that Licensor owns and holds all right, title, and interest to the Software and any Documentation, and all subsequent copies thereof regardless of the form or media. Furthermore, all title, ownership rights, and intellectual property rights in the Software and any Documentation shall remain with Licensor, including all corrections, enhancements, or other modifications made thereto. The Software and any Documentation are protected by copyright and other intellectual property laws and by international treaties. All rights not expressly granted to You under this Agreement are reserved by Licensor.
   
   
8. Data.
   Access and use of the Software may require you to establish a user account with DigiLens.  You must be 18 or older to create an account.  You agree that DigiLens may use any information you provide for the purposes of providing you with the Software and related services and for improving them.  DigiLens may collect and use technical information from the device to monitor the Software version and provide updates.  You acknowledge that the ARGO headset includes cameras, microphones, and position sensors.  By using the device, you give DigiLens permission to make use of the sensor data for the purposes of providing you with the Software and related services and for improving the Software and ARGO headset.  You are solely responsible for all images, audio and video captured by the ARGO headset and Software.  To the extent that you provide DigiLens data or information related to your use of the ARGO headset and Software, including without limitation in connection with support or warranty services, and any suggestions or requests for improvements, modifications, or problems discovered in the course of your use of the ARGO headset and Software (collectively, “Feedback”), 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 such Feedback, for any purpose, without compensation or liability to you or any third party.
   
   
9. Term and Termination.
   This license will [expire (number, e.g., two (2) years)/be perpetual] from the date that you first use the Software, if the license is not earlier terminated. You may terminate this license at any time by (i) deleting all instances of the Software and Documentation, and destroying the Software and any Documentation together with all copies and merged portions in any form, and (ii) certifying to Licensor, in writing, that all copies of the Software and Documentation have been deleted or destroyed. Your license for the Software will also terminate immediately if you fail to comply with any term or condition of this Agreement, file for bankruptcy, become insolvent, or are placed in receivership. Upon such termination, you agree to immediately (i) stop all use of the Software and Documentation, (ii) delete and/or destroy the Software and Documentation, together with all copies thereof, and (iii) certify to Licensor, in writing, that all copies of the Software and Documentation have been deleted or destroyed. You agree that you will not be entitled to a refund of any applicable license fee upon early termination of this Agreement.
   
   
10. Governing Law.
    The laws of the State of [state] shall govern the construction of this Agreement and you agree to be subject to personal jurisdiction in the State of [state] for the purposes of enforcing the provisions of this Agreement.
    
    
11. Limited Warranty.
    1. Hardware Warranty. Licensor warrants that ARGO headset shall be free from material defects in materials and workmanship under normal use and service for which they are intended for one year (the “Warranty Period”), beginning from the date of shipping, but only if the ARGO headset has been properly installed, operated and maintained. This warranty does not cover failure of systems or components due to accident, abuse, neglect, normal expected wear, improper maintenance, unauthorized repair, unauthorized modification, unauthorized disassembly, usage not in accordance with product instructions, or misuse of the systems or components. Licensor’s obligation under this warranty is limited to replacing or repairing, free of charge, any defective ARGO headsets that were manufactured and sold by Licensor. This shall be the limit of Licensor’s liability for any breach of warranty. You must notify Licensor by email at support@digilens.com during the Warranty Period; otherwise, such claims shall be deemed waived. No allowance will be granted for any repairs or alterations made without Licensor’s prior written consent. Except where prohibited by applicable law, this warranty is nontransferable and is limited to the original purchaser. Any replacement or repaired ARGO headset will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer, or for any additional period of time that may be applicable in your jurisdiction. Products manufactured by a third party (“Third Party Products”) may constitute, contain, be contained in, incorporated into, attached to or packaged together with, the ARGO headset. Third Party Products are not covered by this warranty.
    2. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH HEREIN, LICENSOR MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE ARGO HEADSET, INCLUDING ANY (i) WARRANTY OF MERCHANTABILITY; (ii) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (iii) WARRANTY OF TITLE; (iv) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE. Licensor shall not be liable for any loss or damage resulting, directly or indirectly, from the use or loss of use of the hardware product, including consequential damages, including without limitation, your expenses for downtime or for making up downtime, damages for which you may be liable to other persons, damages to property, and injury to or death of any persons. Licensor neither assumes nor authorizes any person to assume for it any other liability in connection with the sale or use of its products, and there are no oral agreements or warranties collateral to or affecting this Agreement. You also agree that, regardless of the failure of the sole and exclusive remedy, Licensor will not be liable for any consequential damages of whatsoever kind or nature. The parties intend the exclusion of consequential damages as an independent Agreement apart from the sole and exclusive remedy herein.
    3. Software Warranty Disclaimer. THE SOFTWARE IS PROVIDED “AS IS” WITHOUT ANY EXPRESS OR IMPLIED OR STATUTORY WARRANTY OF ANY KIND.  LICENSOR MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE SOFTWARE, INCLUDING WITHOUT LIMITATION ANY (i) WARRANTY OF MERCHANTABILITY; (ii) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (iii) WARRANTY OF TITLE; (iv) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.  FURTHER, LICENSOR DISCLAIMS ANY WARRANTY THAT YOUR USE OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE.  Software features may be updated or changed at any time by DigiLens.
       
       
12. Limitation of Remedies
    UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY SHALL LICENSOR, OR ITS SUPPLIERS OR RESELLERS, BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, BUSINESS INTERRUPTIONS, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER PERSONAL OR COMMERCIAL DAMAGES OR LOSSES ARISING FROM THE USE OR INABILITY TO USE THE ARGO HEADSET AND/OR SOFTWARE (WHETHER OR NOT DUE TO ANY DEFECTS THEREIN). IN NO EVENT WILL LICENSOR BE LIABLE FOR ANY DAMAGES EVEN IF LICENSOR SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES WERE REASONABLY FORSEEABLE, OR FOR ANY CLAIM BY ANY OTHER PARTY. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY RESULTING FROM LICENSOR’S GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT TO THE EXTENT APPLICABLE LAW PROHIBITS SUCH LIMITATION. IN NO EVENT SHALL LICENSOR’S LIABILITY EXCEED THE PURCHASE PRICE PAID BY YOU FOR THE ARGO HEADSET AND SOFTWARE.
    
    
13. Assumption of Risk.
    IT IS YOUR RESPONSIBILITY TO USE THE ARGO HEADSET AND SOFTWARE IN COMPLIANCE WITH APPLICABLE LAW AND CONSISTENTLY WITH ALL SAFETY REGULATIONS AND INSTRUCTIONS. THE USE OF THE ARGO HEADSET MAY DISTRACT YOU FROM YOUR SURROUNDINGS AS A RESULT OF DISTRACTIVE INFORMATIONAL CONTENT, LIGHT REFRACTION, EXCESSIVE BRIGHTNESS, OR OTHER CAUSES.  IT IS YOUR RESPONSIBILITY TO USE THE ARGO HEADSET AND SOFTWARE IN A SAFE AND RESPONSIBLE MANNER.  THE ARGO HEADSET MAY DISPLAY FLASHING, BLINKING OR FLICKERING IMAGERY – PHOTOSENSITIVE USERS SHOULD USE WITH CAUTION.  YOU MUST DISCONTINUE USE IMMEDIATELY IF YOU EXPERIENCE NAUSEA, HEADACHES OR OTHER DISCOMFORT, OR IF THE ARGO HEADSET EXCEEDS NORMAL APPLICATION AND OPERATING TEMPERATURES, SCREEN IS FLICKERING, LENSES ARE DAMAGED, OR BATTERY IS DAMAGED.  CONTACT SUPPORT IF ANY OF THESE ISSUES ARISE.   USE OF A SAFETY RETENTION STRAP IS STRONGLY RECOMMENDED.  DO NOT USE THE ARGO HEADSET IN THE WATER.  FAILURE TO PAY ATTENTION TO SURROUNDINGS WHILE USING THE GOODS MAY CAUSE DEATH, PERSONAL INJURY OR PROPERTY DAMAGE.  YOU ACKNOWLEDGE AND ASSUME THESE RISKS AND AGREE THAT THE USE OF THE GOODS IS AT YOUR OWN RISK. YOU AGREE TO STRICTLY OBSERVE ALL SAFETY PRECAUTIONS, SAFETY WARNINGS AND OPERATING INSTRUCTIONS PROVIDED WITH THE ARGO HEADSET AND SOFTWARE AND WITH ANY CONTROLLER OR OTHER THIRD-PARTY HARDWARE OR SOFTWARE USED IN CONNECTION WITH THE ARGO HEADSET.
    
    
14. Indemnification.
    You agree to defend, indemnify, and hold harmless Licensor, its suppliers and its resellers from and against all liabilities, costs, damages, and expenses (including settlement costs and reasonable attorneys’ fees) arising from any claims from anybody that result from or relate to your use of the ARGO headset and Software, or your breach of any representation, warranty, or obligation under this Agreement.
    
    
15. Government End Users.
    The Software and documentation are “Commercial Items” as defined in 48 CFR section 2.101, developed fully at private expense.  The Software is “Commercial Computer Software” under 48 CFR section 12.212 and the Documentation is “Commercial Computer Software Documentation” under 48 CFR section 227.7202.  All Government End Users acquire the Software and Documentation subject to the terms of this agreement and only with the rights granted to all other end users.
    
    
16. Severability.
    In the event any provision of this Agreement is found to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of any of the remaining provisions shall not in any way be affected or impaired.
    
    
17. Entire Agreement.
    You further agree that this Agreement is the complete and exclusive statement of the agreement between you and Licensor, and supersedes all proposals or prior agreements, oral or written, and all other communications between you and Licensor relating to the subject matter of this agreement. This Agreement may only be modified by a written agreement signed by both you and an authorized representative of Licensor.
    
    
18. Acknowledgment.
    By downloading, installing, or using any part of this Software, or by using the ARGO headset, you indicate that you have read this Agreement, understand it, and agree to be bound by its terms and conditions.
    
    
19. Force Majeure.
    Licensor shall not be liable hereunder for any failure or delay in the performance of its obligations under this Agreement if such failure or delay is on account of causes beyond its control, including, but not limited to, labor disputes, civil commotion, war, fires, floods, inclement weather, governmental regulations or controls, public health related orders or quarantines, casualty, government authority, strikes, or acts of God, in which event Licensor shall be excused from its obligations for the period of the delay and for a reasonable time thereafter.
    
    
20. Waiver.
    The failure or delay by Licensor to require performance of any provision of this Agreement does not constitute a waiver. All waivers by Licensor must be provided in writing and signed by Licensor in each instance, and a waiver in one instance does not constitute a waiver in any subsequent instance.
    
    
21. Governing Law.
    All matters arising out of or relating to this Agreement is governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of California.
    
    
22. Arbitration, Jurisdiction and Venue.
    Any dispute arising hereunder shall be settled by arbitration administered by the American Arbitration Association pursuant to its then-current rules. The arbitration shall be conducted before a panel of one arbitrator in Santa Clara County, California. The arbitration shall be conducted in the English language. The arbitrators will be bound to apply the laws of the State of California. The decision of the arbitrator(s) will be made in writing and shall be final and binding on the parties. Each party shall be responsible for its own costs with respect to the proceedings irrespective of the outcome. This Section provides the sole recourse for the settlement of disputes arising hereunder, except that either party may seek a preliminary injunction or other form of injunctive relief in any court of competent jurisdiction if, in its reasonable, good faith judgment, such action is necessary to prevent or curtail irreparable harm. Any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted in the federal courts of the United States of America or the courts of the State of California in each case located in Santa Clara County in the State of California, and each party irrevocably submits to the exclusive jurisdiction and venue of such courts in any such suit, action or proceeding. The parties expressly disclaim the application of the United Nations Convention on Contracts for the International Sale of Goods to this Agreement.