Magic Leap 2 Software License Agreement

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IMPORTANT: THIS SOFTWARE LICENSE AGREEMENT (THIS "AGREEMENT") GOVERNS USE OF SOFTWARE (DEFINED BELOW) DESIGNED FOR USE ON AND WITH THE MAGIC LEAP 2 AUGMENTED REALITY HEADSET, COMPUTE PACK AND CONTROLLER (COLLECTIVELY, THE "MAGIC LEAP 2 DEVICE") AS WELL AS SOFTWARE WHICH CAN BE USED IN THE DEVELOPMENT AND DISTRIBUTION OF APPLICATIONS (DEFINED BELOW) FOR THE MAGIC LEAP 2 DEVICE. BY CLICKING "ACCEPT", OR BY INSTALLING OR USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.

Supplemental terms and conditions may apply to your use of certain Software features for the Magic Leap 2 Device. Please visit magicleap.com/legal to review such supplemental terms and conditions (the "Supplemental Terms"). By using such Software features, you agree to the applicable Supplemental Terms.

This Agreement is entered into between you and Magic Leap, Inc. ("Magic Leap"). If you are an individual using the Software on behalf of an entity, you represent and warrant that you have the legal authority to bind such entity to this Agreement and that such entity agrees to be responsible to us in the event you violate this Agreement. Except for the prior sentence, when we say "you" throughout this Agreement, we mean you as an individual and such legal entity.

You may have entered into a separate, written agreement with Magic Leap governing your use of the Software. If so, such separate agreement will govern your use of the Software.

IF YOU DO NOT AGREE TO THIS AGREEMENT, THEN YOU MAY NOT CONTINUE WITH THE INSTALLATION OR USE OF THE SOFTWARE OR USE A MAGIC LEAP 2 DEVICE. YOU MAY BE ENTITLED TO RETURN YOUR MAGIC LEAP 2 DEVICE IN ACCORDANCE WITH THE APPLICABLE RETURN POLICIES AND PROCEDURES OF THE ENTITY FROM WHICH YOU OBTAINED THE UNIT (EITHER MAGIC LEAP DIRECTLY OR ONE OF ITS AUTHORIZED RESELLERS).

For good and valuable consideration, the sufficiency of which you and Magic Leap each acknowledge, we agree to the following:

1. Scope of License

The term "Software" as used in this Agreement means (a) the operating system (OS) software that operates on a Magic Leap 2 Device, including all firmware, pre-installed system software, samples, utility applications and all related documentation (whether physical or electronic), (b) all Applications (defined below) that are developed by Magic Leap (e.g., pre-installed, sample or demo Applications), unless separate terms between you and Magic Leap accompany such Application at the time of download or first use ((a) and (b) together, the "Device Software"), (c) Magic Leap's developer materials for the Magic Leap 2 Device, including the software development kits (SDKs), software package manager, desktop tools, sample assets and templates, scripts, application programming interfaces (APIs), and related tools and documentation (whether physical or electronic) (the "SDK Materials"), and (d) any other software made available by Magic Leap for the Magic Leap 2 Device that Magic Leap identifies as being provided to you pursuant to the terms of this Agreement. The Software also includes all updates, upgrades, error corrections, bug fixes, patches, changes or revisions to the Software made available by Magic Leap (which may be provided to you either free-of-charge, for a license fee or subject to a separate agreement between you and Magic Leap). The Software may be available for access and download on website properties owned and controlled by Magic Leap or, with respect to SDK Materials, on third-party websites through which we made the SDK Materials available to you (e.g., GitHub or similar public repositories) pursuant to the terms of this Agreement.

The SDK Materials enable the development and distribution of software programs that can be used on or with a Magic Leap 2 Device, including tools that interoperate or are compatible with a Magic Leap 2 Device (each, an "Application"). The Device Software includes features and settings that enable a Magic Leap 2 Device to run Applications. FOR THE AVOIDANCE OF DOUBT, THE SOFTWARE COVERED BY THIS AGREEMENT DOES NOT INCLUDE ANY APPLICATIONS THAT ARE DEVELOPED BY PARTIES OTHER THAN MAGIC LEAP AND ITS SUBSIDIARIES AND AFFILIATES ("THIRD-PARTY APPLICATIONS"), EVEN IF SUCH THIRD-PARTY APPLICATION COMES PRE-INSTALLED ON YOUR MAGIC LEAP 2 DEVICE. Your use of Third-Party Applications is subject to the applicable licensor's own license agreement, notices, restrictions, privacy policy, or other terms. Any such agreements pertaining to the purchase, installation and use of Third-Party Applications are entered into solely between you and the applicable third-party. It is your responsibility to review any agreements related to Third-Party Applications and the privacy and data security practices of such third party. Magic Leap is not responsible or liable for Third-Party Applications.

2. License Grant

Subject to the terms of this Agreement, Magic Leap hereby grants you a limited, non-sublicensable, nonexclusive license to (a) use any Device Software pre-installed on a Magic Leap 2 Device by Magic Leap; (b) for any Device Software not pre-installed on a Magic Leap 2 Device (e.g., for updates or other downloadable Software), to install and use such Device Software on a Magic Leap 2 Device that you own or control; (c) to use the SDK Materials to develop and test Applications; (d) if the SDK Materials include materials made available by Magic Leap specifically for incorporation in an Application (i.e., materials specifically designated as sample code, templates, scripts, header files and similar materials), to publish, reproduce and distribute such SDK Materials solely as incorporated into your Application (in object code only) and not on a stand-alone basis; (e) if Magic Leap makes available SDK Materials that are sample code, header files and other raw materials in source code format, modify such SDK Materials solely to the extent necessary to incorporate those SDK Materials into your Application; (f) make a reasonable number of copies of the Software for archival or backup purposes; and (g) use the Software for any other purpose approved in writing in advance by Magic Leap. Except as stated in the previous sentence, this license is granted only for the Software in object code; no other licenses are granted to source code except for subpart (e) above. Where copies and distribution of the Software are permitted under this Agreement, you will reproduce any copyright notices for the applicable Software. This license is for your personal use or business use. Business use means use of the Software for activities undertaken for commercial, monetary or for-profit gain. Personal use means all non-monetary uses of the Software, such as for internal development, educational, government, non-profit and similar use cases. The Software is not designed or intended for personal, household family or similar consumer use cases. You do not have any other rights to the Software.

Certain features, Applications, updates or components of the Software may be subject to additional fees and/or a term-based license as may be agreed to between you and Magic Leap (or one of its authorized resellers) at the time you acquired your Magic Leap 2 Device or the Software. Your right to exercise any rights in such Software is subject to your payment of all such applicable fees (as documented in a separate order form, terms of sale or similar purchasing terms between you and Magic Leap or one of its authorized resellers). You may only be authorized to use certain Software if properly activated with a valid license key. If your acquisition of such Software included term or time-based licensing models, the license granted in this Section 2 is only valid during such applicable term with respect to such Software. Please refer to the applicable Supplemental Terms for more information.

The Software is designed for use on and with a Magic Leap 2 Device. The Software (as well as Applications built using the SDK Materials) are not backwards compatible with software for Magic Leap's first generation augmented reality devices (Magic Leap 1 and Magic Leap One: Creator Edition), software or ecosystem. Separate license agreements govern the use of such materials.

3. Ownership and Reservation of Rights

The Software is licensed, not sold. Magic Leap and its licensors retain all right, title and interest in and to the Software, and all intellectual property rights therein, including any updates and improvements, copies, translations, adaptations, modifications, derivations and enhancements of the Software. Except for the rights and licenses as set forth in this Agreement, Magic Leap does not grant or transfer to you any right, title or interest in or to the Software by implication, estoppel or otherwise. Magic Leap, the Magic Leap logo and all service names contained in the Software are the trademarks of Magic Leap and its affiliates. Title and all intellectual property rights in any Third-Party Applications, trademarks or non-Magic Leap content that you may access, obtain, view or use through the Software on a Magic Leap 2 Device are owned by the respective third-party owner.

Unless otherwise specified in a separate agreement with Magic Leap, as between you and Magic Leap, you retain, and will own, all rights (including intellectual property rights), title, and interest in and to each Application you develop using the SDK Materials in accordance with the terms of this Agreement (excluding any SDK Materials incorporated in or necessary to use such Application). This Agreement is non-exclusive; nothing in this Agreement prevents Magic Leap or its customers and developers from independently developing Applications that are similar to or competitive with the Applications you develop.

Magic Leap may provide an optional license to use certain Magic Leap trademarks in connection with the development and distribution of your Application. Please visit magicleap.com/legal for copies of digital assets and to review applicable trademark licensing terms and guidelines. Certain Magic Leap developer branding programs may be invitation-only or subject to additional terms.

4. Restrictions

You may not do (or attempt to do) or authorize a third party to do any of the following: (a) make copies of the Software (except as permitted by Section 2(f)); (b) use the Software for any illegal or unauthorized purpose; (c) work around, interfere with, exceed, or circumvent any technical limitations or other Software protection measures in the Software (including any license key requirements and any system alerts, notices, indicators, consent screens, texts, hyperlinks or other messaging intended to be provided to end users of Applications); (d) modify, adapt, alter, rent, lease, loan or distribute (except as expressly permitted herein) the Software or use the Software in the operation of a service bureau or by making the Software available for simultaneous use by your users over a network or remote use; (e) reverse engineer, decompile, translate, disassemble or otherwise attempt to derive any source code of the Software (except as and only to the extent permitted by applicable law); (f) create derivative or merged works of the Software or separate the component parts of the Software (except as expressly permitted herein); (g) transfer the Software (except as permitted by Section 19); (h) input, upload, transmit or otherwise provide to or through the Software any unlawful or malicious information, materials or code; (i) alter or remove any proprietary rights notices or legends on or in the Software; or (j) use the Device Software on a virtual, mixed or augmented reality device other than a Magic Leap 2 Device. You will ensure anyone using the Magic Leap 2 Device or Software on your behalf or at your direction will comply with this Agreement and will be responsible for their actions (and all such actions will be attributed to you for purposes of this Agreement).

You also may not, and may not authorize a third party to, combine, package, distribute or otherwise use the Software with any code or other materials that are licensed under any Excluded License. An "Excluded License" is a license that, as a condition of use, modification and/or distribution of software subject to such license, would restrict the ability of Magic Leap to protect its proprietary interests in the Software including protecting its intellectual property rights therein, or (1) requires the disclosure or distribution in source code form of any software subject to the license or any software used, based on, or distributed in connection with software subject to the license; (2) requires the licensing of any software subject to the license or any software used, based on, or distributed in connection with software subject to the license for the purpose of making derivative works; (3) imposes any restriction on the consideration to be charged for the distribution of any software subject to the license or any software used, based on, or distributed in connection with software subject to the license; or (4) creates, or attempts to create, obligations for Magic Leap or any licensor with respect to any intellectual property rights or grants, or attempt to grant, to any third party, any rights or immunities under any intellectual property rights of Magic Leap or a licensor. Examples of Excluded Licenses include, but are not limited to, licenses incorporating copyleft requirements, such as the GNU General Public License, GNU Lesser General Public License, SleepyCat License, or Mozilla Public License.

5. Safety and High-risk Usage

You must review all safety and use instructions prior to use of a Magic Leap 2 Device and the Software available by visiting magicleap.com/start. By using the Magic Leap 2 Device and the Software, you agree that you have read and understand these materials, including all applicable safety warnings. You are responsible for informing your users regarding proper use of the Magic Leap 2 Device and the Software, including providing the information contained in the safety and usage guides. The Software is not designed to be fault tolerant and is not intended for use in certain high-risk activities. Accordingly, you may not use the Software in hazardous environments requiring fail-safe performance under applicable laws, rules, or regulations, or where failures, delays or inaccuracies of the Software could lead to death, personal injury or severe physical or environmental damage (including the operation of nuclear facilities, aircraft navigation, or communication systems, air traffic control, direct life-support machines or weapons systems).

6. Application Requirements

As part of the documentation for the SDK Materials, Magic Leap may publish recommended technical requirements, development guidelines and best practices for developers who create and distribute Applications. You will review all such materials in connection with your use of the SDK Materials. If Magic Leap provides you with API keys, certificates or similar credentials as part of the SDK Materials, you are solely responsible for all activities that occur through the use of such credentials, including any Applications that use such features.

You are solely responsible for your Applications, including the security of your Applications and the means through which your Application collects, uses and stores the data about or relating to your end users. Your Applications must comply with all applicable laws, including those pertaining to privacy and data security. Any license agreement, software license agreement, subscription agreement or similar end user terms governing the license and use of your Application will be entered into directly between you and your end users; Magic Leap is not a party to any such agreement. You are solely responsible for the presentation, acceptance and enforceability of any such agreement. You must conspicuously disclose a privacy notice to your end users (or similar privacy and data security commitments) that fulfills all requirements under applicable law. At a minimum your privacy notice must describe your collection, use, and sharing of any personal data collected by the Application (including all data collected by you via the features of the Magic Leap 2 Device). You may only use end user data as stated in such privacy notice. Magic Leap is not responsible for providing any maintenance or support in connection with your Applications. You are responsible for the health and safety of your Applications, and for including appropriate warnings regarding end user health and safety to your users. If you intend to create Applications for use in certain regulated settings (such as healthcare, military or other similar regulated use cases), you must comply with all applicable laws and regulations applicable to your industry and use case. You are solely responsible for making the determination regarding whether the Software and the Magic Leap 2 Device are appropriate for your Application and its intended use case.

If your Application collects, stores, transfers or otherwise uses eye tracking data in any manner off the Magic Leap 2 device (such as by sending such data to a server, streaming off-device or sharing with a third party), your Application must comply with the Magic Leap 2 Eye Tracking Data Transparency Policy at magicleap.com/eye-tracking

7. Feedback

If you provide Magic Leap with questions, comments, suggestions, ideas, or other feedback regarding its products and services, you grant Magic Leap all rights to use and exploit such feedback for any purpose, including to incorporate such feedback within its products and services, without providing payment or any other consideration. Feedback you provide may be treated as nonconfidential by Magic Leap.

8. Updates

From time-to-time, Magic Leap may make updates to the Software available via its website, developer portal and other download methods. You are encouraged to download, install and use any such updates to maximize your experience with your Magic Leap 2 Device and/or improve your Applications, and to discontinue use of prior versions of the Software. If you choose not to install and use an update, you may experience issues with delays, interruption, performance or security. To the maximum extent permitted by applicable law, you are solely responsible for determining whether to install an update and for the consequences of your decision to install or not to install any update. Certain updates to the Software may be accompanied by an updated version of this Software License Agreement (as indicated by the revision date above) for your review and acceptance. You must accept such updated Software License Agreement at the time you download and install the applicable update.

9. Limited Connectivity and Technical Data

Portions of the Software may automatically connect to Magic Leap or third-party servers via the Internet to check for available updates, monitor license compliance, enable troubleshooting or support, or similar technical purposes. Some of these features may only be available if you choose to enable them in your user settings. Magic Leap's Privacy Policy describes how Magic Leap collects, uses and discloses information Magic Leap collects about you. Please visit magicleap.com/privacy and read Magic Leap's Privacy Policy carefully so you understand how Magic Leap uses and shares information Magic Leap collects about you.

10. OSS and Third-party Materials

The Software may include software and materials distributed by its licensor under a license as "free software," "open source software" or under similar licensing or distribution terms ("OSS") or other third-party materials that are subject to separate terms and conditions. Visit magicleap.com/legal or the "Legal" section of the Magic Leap 2 Device settings for (a) notice and guidance regarding the OSS that may be used in the Software; and (b) separate terms and conditions applicable to other third-party materials. With regards to third-party materials that are not OSS, those separate terms, and not this Agreement, will solely govern such third-party materials. If no additional terms are included for such third-party materials, then only the terms of this Agreement will apply. This Section 10 does not apply to Third-Party Applications.

11. Term and Termination

This Agreement is effective on the date you first install or use the Software and continues in effect until terminated or expired. Without prejudice to any other Magic Leap rights, this Agreement terminates automatically without notice if you breach the terms of this Agreement. Upon termination of this Agreement: (a) your license to use the Software terminates; (b) you must immediately stop use of the Software; (c) you must destroy or delete all copies of SDK Materials; and (d) you must return, destroy or delete, as may be directed by Magic Leap, all copies of other Software. As your license to the Software will have terminated, you may no longer publish, reproduce or distribute Applications that incorporate or are based on the Software. Following termination, the following sections will also continue to apply: 3 (Ownership and Reservation of Rights), 4 (Restrictions), 5 (Safety and High-Risk Usage), 6 (Application Requirements), 7 (Feedback), 8 (Updates), 9 (Limited Connectivity and Technical Data), 10 (OSS and Third-Party Materials), 11 (Term and Termination), 12 (Disclaimer of Warranties), 13 (Limitation of Liability), 14 (Indemnification), 15 (U.S. Government End Users), 16 (Export Restrictions), 17 (Arbitration), 18 (Governing Law and Venue; Dispute Resolution), and 19 (Other Important Terms). Magic Leap may also suspend or disable your access to the Software or terminate this Agreement if we reasonably determine your Applications are violating any laws, rules or regulations; creating potential legal liability for Magic Leap or if we believe your use of the Software poses a security, health or safety risk. If we suspend or disable your access, you must immediately cease all use of (and exercise of rights granted to) the Software. We will not have any liability for any such suspension, disablement or termination.

12. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MAGIC LEAP PROVIDES THE SOFTWARE ON AN "AS IS" AND "AS AVAILABLE" BASIS WITH ALL FAULTS AND WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND. MAGIC LEAP AND ITS LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER WRITTEN, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND/OR FITNESS FOR PARTICULAR PURPOSE OR ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY MAGIC LEAP, ITS LICENSORS, SUPPLIERS, DISTRIBUTORS, AGENTS OR EMPLOYEES WILL NOT INCREASE THE SCOPE OF THIS WARRANTY. MAGIC LEAP DOES NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS, WILL ACHIEVE PARTICULAR RESULTS OR WILL OPERATE ERROR FREE. THE FEATURES AND FUNCTIONALITY OF THE SOFTWARE MAY CHANGE AT ANY TIME, AND MAGIC LEAP DISCLAIMS ANY RESPONSIBILITY FOR SUCH CHANGES. MAGIC LEAP MAKES NO WARRANTIES FOR ANY OF YOUR INTENDED USE CASES, INCLUDING THE HIGH-RISK USE CASES DESCRIBED IN SECTION 5 ABOVE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, REPRESENTATIONS OR CONDITIONS, THE LIMITATION OR EXCLUSION OF IMPLIED WARRANTIES, LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY IN FULL TO YOU.

INFORMATION ABOUT ANY APPLICABLE MAGIC LEAP 2 DEVICE WARRANTY MAY BE OBTAINED DIRECTLY FROM MAGIC LEAP OR THE AUTHORIZED RESELLER FROM WHICH YOU OBTAINED YOUR UNIT.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL (A) MAGIC LEAP OR ITS SUBSIDIARIES, PARENT COMPANIES AND AFFILIATES OR EACH OF THEIR DIRECTORS, EMPLOYEES, AGENTS AND LICENSORS (INDIVIDUALLY AND COLLECTIVELY, THE "MAGIC LEAP PARTIES") BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOSS OF PROFITS, LOSS OF USE, LOSS OF REVENUE, LOSS OF GOODWILL, LOSS OR CORRUPTION OF DATA, BUSINESS INTERRUPTION OR SYSTEM FAILURE OR MALFUNCTION, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SOFTWARE, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF MAGIC LEAP HAS BEEN ADVISED OR IS OTHERWISE AWARE OF THE POSSIBILITY OF SUCH DAMAGES; OR (B) THE MAGIC LEAP PARTIES' TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SOFTWARE EXCEED THE GREATER; OF (i) THE TOTAL AMOUNT PAID BY YOU TO MAGIC LEAP FOR THE MAGIC LEAP 2 DEVICE (IF ANY); OR (ii) ONE HUNDRED DOLLARS ($100). MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMITATION. THE FOREGOING LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE. THE FOREGOING LIMITATIONS OF LIABILITY APPLY TO THE FULLEST EXTENT ALLOWED BY LAW. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN MAGIC LEAP AND YOU.

THE FOREGOING CAP ON LIABILITY WILL NOT APPLY TO LIABILITY OF MAGIC LEAP FOR (A) DEATH OR PERSONAL INJURY CAUSED BY MAGIC LEAP'S GROSS NEGLIGENCE IN CONNECTION WITH THE SOFTWARE; OR (B) ANY DAMAGES CAUSED BY MAGIC LEAP'S FRAUD OR FRAUDULENT MISREPRESENTATION, INTENTIONAL MISCONDUCT, OR GROSS NEGLIGENCE.

14. Indemnification

To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless the Magic Leap Parties from and against any losses, liabilities, claims, demands, damages, expenses or costs ("Claims") arising out of or related to (a) your access to or use of the Software; (b) your violation of this Agreement; (c) the development, distribution and use of your Applications (including Claims that your Applications violate third party intellectual property rights or privacy rights); or (d) your fraud or fraudulent misrepresentation, intentional misconduct or gross negligence. You agree to promptly notify Magic Leap of any third-party Claims, cooperate with Magic Leap Parties in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including attorneys' fees). You also agree that the Magic Leap Parties will have control of the defense or settlement, at Magic Leap's sole option, of any third-party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Magic Leap or the other Magic Leap Parties.

15. U.S. Government End Users

The Software is a "Commercial Item" (as used in FAR 2.101), consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation" (as used in FAR 12.212 or FAR 227.7202, as applicable). The Software is only licensed to the U.S. Government with Restricted Rights as that term is defined in FAR 52.227-19 and DFARS 227-7202. This Agreement governs the U.S. Government's use and disclosure of the Software, and supersedes any conflicting terms or conditions, except to the extent that any term or condition is inconsistent with U.S. Federal law. If the U.S. Government requires any rights that are not conveyed under this Agreement, those rights will be separately negotiated and will be set forth in a separate written license or in a written addendum to this Agreement.

16. Export Restrictions

You will comply with all U.S. or other applicable export control laws regarding the export of items, software or technology including ensuring that no equipment, technical data, Software, or other materials received from Magic Leap are: (a) exported or re-exported to any country, person or entity in violation of any U.S. or other applicable export controls or sanctions; or (b) used or re-exported for a prohibited use under U.S. or other applicable export control laws. Further, you represent and warrant that you are (y) not located in a country that is subject to U.S. Government sanctions or has been designated by the U.S. Government as a "terrorist supporting" country and (z) have not been identified as a sanctioned party by the U.S. Office of Foreign Assets Control or any other applicable sanctions or denied persons lists by any other applicable government agency.

17. Arbitration

Disputes, differences, controversies, and claims arising out of or related to this Agreement ("Disputes") shall, except as otherwise stated in this Section 17, be settled by arbitration under the Rules of Arbitration of the International Chamber of Commerce ("ICC") by three (3) arbitrators. Either party may submit a Dispute to arbitration if a period of sixty (60) days has expired since the Dispute first arose between the parties, during which time the parties will attempt in good faith to resolve the Dispute amicably. The arbitration provisions herein, however, shall not preclude either party from (a) petitioning any court of competent jurisdiction or any government agency or entity with competent jurisdiction for temporary injunctive or other emergency relief or (b) seeking to confirm or enforce any arbitral award in any court of competent jurisdiction. Magic Leap and you will each select one arbitrator, and the two arbitrators so selected will select a third arbitrator. The decision of the majority of the three arbitrators will be binding and conclusive. Such decision will be written and will be supported by written findings of fact and conclusions which will set forth the award, judgment, decree or order awarded by the arbitrators. Any award issued hereunder shall be final, binding and fully enforceable, and judgment on the award, judgment, decree or order rendered by the arbitrators may be entered in any court of competent jurisdiction. The place of arbitration shall be in Santa Clara County, California, USA. The language to be used in the arbitral proceedings shall be English. In any arbitration hereunder, the prevailing party will be entitled to recover (in addition to any other relief awarded or granted) its reasonable costs and expenses, including attorneys' fees, incurred in the proceeding. The fees of each arbitrator and the administrative fee of the ICC will be borne equally by both parties. You may opt-out of this arbitration provision by delivering written notice to Magic Leap via email at arbitration@magicleap.com (or to the address set forth below) within 30 days after first becoming subject to this provision; all other provisions of this Agreement will continue to apply to you.

18. Governing Law and Venue; Dispute Resolution

This Agreement will be governed by the laws of the state of California interpreted, construed and enforced in all respects in accordance with the laws of the State of California without reference to its choice of law principles to the contrary. The 1980 UN Convention on Contracts for the International Sale of Goods or its successor will not apply to this Agreement. For any Dispute not subject to arbitration under Section 17, each party hereby consents to the exclusive jurisdiction and venue of the state and federal courts located in the Santa Clara County, California.

19. Other Important Terms

You acknowledge that Magic Leap has the right to seek an injunction, if necessary, to stop or prevent a breach of your obligations under this Agreement. Magic Leap's delay or failure to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. No waiver by Magic Leap will have effect unless such waiver is in writing and signed by Magic Leap. No waiver of any breach or default in one instance will constitute a waiver of any subsequent breach or default. If for any reason, a court of competent jurisdiction finds any provision of the Agreement to be unlawful, void or unenforceable, that provision or part of the provision is deemed severable from this Agreement. The remainder of this Agreement will continue in full force and effect to the maximum extent permissible, so as to affect the intent of the parties. This Agreement constitutes the entire agreement between you and Magic Leap with regard to your use of the Software and supersedes any prior representation or agreement, oral or written. Any translation of this Agreement is provided as a courtesy, and in the event of a dispute between the English version and any non-English version, the English version of this Agreement shall govern, to the extent not prohibited by local law in your jurisdiction. Notices to Magic Leap under this Agreement should be directed to Magic Leap, Inc. Attn: General Counsel, 7500 W. Sunrise Blvd., Plantation, Florida 33322 with electronic copy to legal@magicleap.com. Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorize any party to make or enter into any commitments for or on behalf of any other party.

You may transfer this Agreement to a third party only in connection with a permanent transfer of the Magic Leap 2 Device upon which the Software was installed to that party, provided that the party receiving the unit agrees to the terms and conditions of this Agreement (including the terms of any applicable license key). You will not otherwise delegate, transfer or assign, by operation of law or otherwise, this Agreement, or your rights or obligations under it without Magic Leap's prior written consent, and any attempted assignment or delegation in violation of the forgoing is void. This Agreement binds any permitted successors or assigns, and you must present this Agreement to any permitted assignee. Your particular state, country or jurisdiction may have enacted certain laws, statutes and other legislation that apply to your use of the Software that cannot be derogated from by contract. Nothing in this Agreement will affect your legal rights under the laws applicable in your particular state, country or jurisdiction.